A COMPLETELY BLACK SCREEN . THE FOLLOWING QUOTE IS SUPERED : `` Sleep . Those little slices of death . How I loathe them . '' - Edgar Allan Poe

Warren Zevon 's `` I 'll Sleep When I 'm Dead '' BLARES from a radio as we begin a CLOSUP MONTAGE : CLOSEUP - A YOUNG GIRL 'S HAND dips a strip of newspaper into a bowl of paper mache mix . CLOSEUP - THE WETTED PAPER is applied to a paper mache surface , and a popsicle stick is pressed into place . -LRB- We are TOO TIGHT to see the object being constructed . -RRB- CLOSEUP - KRISTEN PARKER Kristen -LRB- 16 -RRB- is strikingly pretty , despite the dark , tired circles under her eyes . She 's exhausted , but desperately trying to stay awake . She wears pajamas and robe . Her head nods , her eyelids close . She snaps herself awake . CLOSEUP - THE RADIO She turns the VOLUME UP EVEN LOUDER . CLOSEUP - THE CLOCK It 's 1:20 a.m. CLOSEUP - A JAR OF FOLGER 'S COFFEE CRYSTALS She scoops out a spoonful . CLOSEUP - KRISTEN She puts the spoonful of coffee crystals in her mouth and chases it down with a swig of Diet Coke . CLOSEUP - PAPER MACHE Another piece is applied . CLOSEUP - KRISTEN Nodding off again . She rouses herself angrily . WIDER ANGLE The bedroom door opens and her mother enters . ELAINE PARKER , late 30 's , is dressed in an expensive evening gown that carefully displays her assets . She snaps the radio off .Kristen does as she 's told . Her mother goes to the door and reaches for the light switch .A MAN 'S VOICE comes from downstairs :The door closes , shutting Kristen into darkness . She lies in bed , blinking back angry tears . She turns on her side , her gaze falling on : THE PAPER MACHE OBJECT It is a miniature house glowing weirdly in th moonlight . A crude , homemade replica of the Elm Street House . CLOSEUP - KRISTEN Staring at the tiny house , hearing her mother 's FAINT LAUGHTER downstairs . Kristen begins to nod off , though she 's fighting it . A breeze starts up , rustling her hair . Leaves fall across her pillow and face . Her mother 's LAUGHTER FADES OUT , replaced by the EERIE GIGGLING of small children . She awakes with a start . CAMERA SLOWLY PULLS BACK , CRANING UP TO REVEAL : Kristen 's bed sits in the middle of the dark , deserted street in front of the Elm Street House . Small CHILDREN are playing on the lawn . The boys are dressed in suits , the girls in party dresses . They are jumping rope and chanting a singsong :KRISTEN gets out of bed and approaches the children , transfixed . except for one eerily pretty LITTLE GIRL sitting on her red tricycle near the front door , hair billowing in the breezes as she stares at Kristen .The Little Girl giggles and smiles shyly , but does n't answer .The wind kicks up , MOANING . We hear the SOUND OF WIND CHIMES . THE WIND CHIME Tinkling in the wind . The `` chimes '' are long razors . KRISTEN reacts . ANOTHER ANGLE The front door of the house CREAKS open behind the Little Girl . Darkness within .RINGING the bell on the handlebar , she pedals her tricycle through the door and is swallowed by the darkness inside .Too late . Kristen stands alone . Fighting her fear , she approaches the house .

Do n't `` hi Mom'' me. What are you still doing up? It's past one!

I am not going to let you get me into an argument, goddamn it. Not tonight. Now get in bed.

One, two, Freddy's coming for you, three, four, better lock your door, five, six, grab your crucifix.

Do n't give me that shit! She's just trying to get attention, that's all! I'm not playing her little game any - more!

Kristen specializes in strangeness. I've spent thousands on psychiatirists.

I'm sorry to hear that, but you're the experts on this, not me. If I had any insights, believe me, I'd share them with you.

Five, six, grab your crucifix. seven, eight, better stay up late. nine, ten, never. never.

When I was a little girl. Three or four. If I had a nightmare, I'd bring my Dad in. The dream would always get better.

He always used to tell me about it the next day - he used to think they were his dreams.

After a while, I thought I'd imagined the whole thing. I guess I did n't.

I'm going to dream you into a beautiful dream. Forever and ever.

I think New York was just what I needed. So many people. I never feel alone.

Kristen enters . The place is barren , empty . Broken windows , flaking paint , rotted walls . Leaves skitter across the floor .THE CHILDREN They sense her presence and turn their vacant , staring eyes toward her . They scatter , vanishing into the shadows . She hears the JINGLING of the tricycle bell and the GIGGLING of the Little Girl ECHOING FAINTLY from deep inside the house . Then silence again . Kristen tries to follow the sounds . ANOTHER ANGLE Kristen comes around a corner just in time to see : HER POV A quick glimpse of the Little Girl vanishing around the corner at the far end of a long , twisted corridor . The walls are streaked with rust . or perhaps dried blood . KRISTEN She keeps following . Being led . ANOTHER ANGLE Kristen comes around a corner and finds herself facing a heavy steel door that is just closing wiht a SOLID METALLIC CLANG . The riveted metal seems out of place in the rotted wood house . Kristen goes to the door and pulls it slowly open . A stairway leading down into darkness . STAIRWAY Kristen carefully makes her way down the metal steps .

Kristen fearfully enters Freddy 's decrepit lair . Ancient rusted boilers stand cold and silent in the shadows . The SOFT JINGLE of the tricycle draws Kristen 's attention . ANOTHER ANGLE The Little Girl pedals out of the darkness and comes to a stop before Kristen .There is a SCREECH OF METAL . Kristen whirls and sees : A BOILER The rusted furnace door is swinging open , metal grating on metal . Inside , the charred bones of children lie in heaps of cold ash . A tricycle lies in the carnage , identical to the Little Girl 's - only charred . KRISTEN Horrified . Suddenly , a METAL DOOR SLAMS LOUDLY in the darkness . THUDDING FOOTSTEPS approach , BOOMING CLOSER . THE LITTLE GIRL looks up at Kristen with sad eyes .THE BOILER FURNACE Now alive with ROARING FLAMES . The tricycle 's paint bubbles and scorches in the intense heat . KRISTEN scoops the Little Girl into her arms and runs in blind terror . She glances back over her shoulder to see : FREDDY looming from the row of boilers , an indistinct silhouette in the hellish smoke and flames . His maniacal LAUGHTER ECHOES through the chamber . KRISTEN ducks through a doorway into another room , still carrying the Little Girl .

A hundred teenage bodies hang from the ceiling , strung up in the darkness like butchered meat . KRISTEN gazes in horror . She looks down at the Little Girl cradled in her arms - she is now a horribly charred , brittle corpse . Suddenly , her tiny mouth bursts open , emitting a ghastly , ear - splitting SCREAM ! CLOSEUP - KRISTEN As she sits bolt upright in bed , panting in terror , face bathed in sweat . She looks around , recognizing her own room . She gets out of bed and walks unsteadily to the bathroom .

She clicks on the light and looks at her reflection in the mirror . Still trembling , she runs water in the sink and splashes her face , trying to calm down . The water becomes too hot . Steam rises . She tries to turn the water off , but the pressure increases . More Steam . CLOSEUP - KRISTEN She fiddles with the handle , confused . As she turns it , the four - pronged handle suddenly springs to life , grasping her hand . KRISTEN gasps and looks up . Freddy 's face grins out at her from the mirror . She SCREAMS . Steam billows up . THE SINK The other faucet handle begins to flex and stretch , turning into Freddy 's claw hand . Finger razors grow . KRISTEN SCREAMING , struggling to break free . FREDDY leering from the mirror , laughing . The claw hand rises up into frame , poising to slash Kristen 's exposed wrist . CLOSEUP - KRISTEN SCREAMING as the blades slash downward . CLOSEUP - FREDDY Grinning as a spray of blood hits the mirror . THE BATHROOM DOOR bursts open , revealing Kristen 's mother . She SCREAMS . REVERSE ANGLE - THE BATHROOM No steam . The mirror and sink are normal . except for the thin streaks of spattered blood . Kristen turns to her mother , slowly waking from her dream . She holds a bloody razor in her hand . Her wrist is slashed .She collapses .

Isolated and somewhat gothic , it 's an enormous multi - winged structure built by the Catholic Church in the 1920 's . A belltower is centerpiece to several rambling wings . Originally an insane asylum , it is now a modernized state - run facility . An iron fence surrounds the sprawling grounds .

DOLLYING with MAX , the burly black Chief Orderly , as he makes his morning rounds . He wheels a rolling cart containing a variety of medications down the hall . A NEWSCASTER 'S VOICE comes from the small portable radio dangling from the cart :Grimacing , Max switches to a music station as DOCTOR NEIL GOLDMAN -LRB- early 30 's -RRB- , bright and intense , falls in step .Max exits frame . Neil continues on . JENNIFER , a girl of 14 , approaches .She extends her hand for inspection - it is scarred with cigarette burns . She points to three different welts .Jennifer shrugs . It was worth a try . She moves on . TARYN , a 17 year old blonde , approaches . She appears exhausted , dark tired circles under her eyes .She ignores him . Neil watches her float past , then jots a note on his clipboard .ANOTHER ANGLE Neil comes to the Quiet Room and peers through the small mesh - grid window . NEIL 'S POV - -LRB- QUIET ROOM -RRB- KINCAID , an enormous and powerful - looking 17 year old with a shaved head is huddled in the corner of the white padded room , gazing at nothing . NEIL - -LRB- HALLWAY -RRB- makes a notation on his clipboard . DOCTOR ELIZABETH SIMMS , the hospital superior , appears at his elbow .They exit frome . CAMERA PUSHES UP to the mesh - grid window of the Quiet Room for a shot of Kincaid . CLOSEUP - KINCAID - -LRB- QUIET ROOM -RRB- He stares into space , singing softly under his breath .DOLLYING WITH NEIL AND SIMMS - -LRB- HALLWAY -RRB-Simms is about to say more , but is interrupted by :They hurry down the hall . NURSES ' STATION Kristen 's mother , near hysteria , is loudly berating a NURSE .Neil and Simms rush past into the examination room .

In local nows, two more teenage deaths have occurred - both suicides. County health officials are at a loss to explain this alarming trend -

Fucked up chromosomes, man. Think about it. Their parents all dropped acid in the Sixties.

It beats Dr. Simm's theory. She thinks it's nothing but sex, drugs, and rock & roll.

If he continues having these outbursts, I'll have to have him isolated permanently.

I ai n't gon na dream no more, no more, I ai n't gon na dream no more. All night long I sing this song,'cause I ai n't gon na dream no more.

Frankly, I do n't understand why some grad school superstar is being treated like a seasoned pro.

She's been doing ground - breaking research on pattern nightmares.

Elizabeth, we do n't need any outside help. I know these kids. I do n't want some hot - shot taking chances with them just so she can get published.

Kristen, I'm Doctor Goldman. I'm not going to hurt you. I'm just going to give you something to help you sleep.

You'll get to meet them all tomorrow. They're. survivors. In a way. All severely sleep disordered. Insomnia, narcolepsy, bedwetting.

Right. They seem to share a group delusion, a `` boogeyman'' for lack of a better word. They're so traumatized, they'll do anything not to sleep.

We lost a kid about a month ago to Fairview. I do n't know where he got the razor. but he cut off his own eyelids to stay awake.

These kids act like they've got D.S.S. - Delayed Stress Syndrome. If I did n't know better, I'd swear they'd seen heavy combat.

By the way, that was great work with the new patient. Pretty smooth for an intern.

Make sure to check in with Max, he'll give you the 25 cent tour.

Only if you call me Neil. What was that nursery rhyme all about?

Let's see, you've already met Phillip, Kincaid, and Kristen. Why do n't the rest of you tell Nancy something about yourselves?

Most authentic Mexican food in Springwood, which is n't saying much.

Okay. I believe in different levels of conciousness, that sort of thing. but if you're into UFO's or Atlantis, you've lost me.

That's a new one. Is that what they're teaching now at Stanford?

The nightmares are nothing but a symptom of their real problems.

You want me to prescribe an experimental psychoactive drug to a bunch of suicidal teenagers?

Dream deprivation is nothing to fool around with. you have no business taking it yourself.

I want to talk about what happened last night. Let's get all our feelings out in the open.

Joey, listen to me! Phillip killed himself. And that's a cowardly thing. An empty thing. he let himself down. he let all of us down.

Nothing. They're my patients. It's my decision. I want the dreams stopped until we get some answers.

I'll go straight to Carver if I have to. He'll either back me up or accept my resignation.

I used to think I could do something about it. make some kind of difference. but they keep slipping through my fingers.

I'm running out of answers. A patient sleepwalks out of a security ward up to a tower with no access. A girl, alone in a room, dies by jumping six feet straight up into a television set. Nothing makes sense anymore.

I want you all to follow the pendulum with your eyes. Tune out everything else. nothing else exists but the pendulum.

Breathe deeply and relax. starting with your toes, relax everything until there's no tension left in your bodies. None at all. Keep following the pendulum.

You find yourselves getting tired. Nothing would feel better right now than a nice, long, deep sleep.

I'm going to count backwards from five, and when I finish, you will all be asleep.

Look, I was willing to go along with this for the kids' peace of mind. and yours. But you've got to face reality.

For God's sake, Elizabeth. just try to help the kids, will you? Listen to them.

The whole facility was shut down in the Forties, was n't it? Some kind of scandal.

You're not going in. That's exactly what he wants. As long as you're on Hypnocyl, it's the only way he can get to you.

Bullshit. Getting yourself killed wo n't do the kids any good. Besides, we do have a choice.

Simms put Kristen in the Quiet Room for the night. They sedated her.

Listen up, asshole. I do n't know if you care whether Nancy lives or dies, but I do.

I swear I'll reimburse you. Really. Here, keep my driver's license. I'll be back.

Take a close look. He gets his ass thrown in the Quiet Room so often, you probably wo n't see much of him. Right, Cool Breeze?

They're good kids. But do n't let'em fool you. They're dangerous. to themselves and each other.

Puttin' in soem late hours, I see. If you're trying for O.T., you're in the wrong place.

If Simms catches you in here after lights out, she'll chew my ass ragged.

Save your breath, Ms. Thompson. Dr. Simms gave me specific instructions. Nobody gets to see Kristen - especially you. She made that real clear.

Look, I think you really mean well. but my kids been dyin' off. Even if I did n't have orders from Simms, I would n't let you near her. No way.

I'm Jennifer Caulfield. When I get out of here I'm going to L.A. to be an actress. i'm gon na be on T.V.

This is Joey. He used to be a debater in school, but now he does n't talk much.

You never know when he's going to come. Sometimes for days, nothing. then -

Just tonight, please? I ca n't handle the nightmare. Not tonight. Not after Phillip.

Today I'd like to start by getting us acquainted with our new staff member, Nancy Thompson. Let's make her feel welcome.

And you wo n't make any progress until you can recognize your dreams for what they are.

The by - product of guilt. Psychological scars steaming from moral conflicts and overt sexuality.

I think we're all missing the point here. Phillip's death was a sleepwalking accident. Nothing more.

I've heard quite enough of this. How long before you're ready to face your - selves? How much longer can you keep blaming your dreams for your own weaknesses?

There will be no repeat occurences of last night's events. From now on, your doors will be locked during sleeping hours. We'll begin a policy of evening sedation. For everybody.

You just bought yourself a night in the Quiet Room, mister. Now sit down!

That's precisely what they need. Some uninterrupted REM sleep to release all this negative energy.

If something goes wrong, I'll make sure you're held responsible. Fully responsible.

The session was unauthorized. It was purposely conducted without my knowledge.

They were n't helping you, Kristen. You're a sick girl. You can only get better if you trust me now.

Hey, so he took a jump. At least he was n't sticking needles in his arms with a bunch of lowlifes.

My deepest fear is listening to any more of this rah - rah bullshit.

The fuck you will. Anybody tries to drug me gets his ass kicked!

YOU'RE HOT STIT WITH A LITTLE MUTE KID - LET'S SEE YOU TAKE A PIECE OF ME!

Neil and Simms burst into a chaotic struggle . Kristen is going berserk , fighting the STAFF as they try to restrain her and wrestle her onto a gurney - the gurney goes crashing into the wall . A frantic NURSE addresses Neil :Her face contorted with terror , Kristen kicks and bites and scratches as ORDERLIES try to pin her .ANOTHER ANGLE Max enters and takes immediate control . he shoves everybody out of the way , spins Kristen effortlessly around , and pins her arms firmly from behind . She tries to struggle , but he 's too strong . She weakens .Neil takes a hypo from the nurse and approaches Kristen slowly .KRISTEN goes berserk again and kicks Neil in the stomach . Max is thrown off balance and crashes into a rolling cart - medical instruments shower to the floor . Kristen grabs a pair of wicked - looking surgical scissors . She slashes at max 's hand , drawing blood .Kristen huddles into a corner , ready to skewer anybody who gets close . A tense stand - off .But the girl makes no move to drop her guard . She starts rocking back and forth , coming apart at the seams , moaning a little song :She ca n't seem to find the words in her confused mind .REVERSE ANGLE Instant silence in the room . All eyes go to NANCY THOMPSON standing in the doorway . She 's a young woman now , possessing beauty and great inner strength . her hair still bears the white streak . She speaks as if coming out of a trance :KRISTEN Her eyes are locked with Nancy 's . NANCY The staff members part before her as she walks to Kristen . She takes the scissors from Kristen 's hand . Kristen falls into Nancy 's arms , sobbing . NEIL stares at Nancy in amazement .

Mrs. Parker, was Kristen acting different? Did you notice anything strange before she made the attempt?

Just some answers. There are other kids involved, its not just Kristen. All good kids, smart kids.

All I can say is this is n't something that's just going to disappear. you're all going to have to face it. Fight it. And if you're willing to work together. wiling to stand up to your deepest fears. I think we can beat it.

What if I told you your patients are in real physical danger from their dreams?

I used to be like them, Neil. I know what they're going through.

You told me they're survivors. and they are. But how much longer they survive is up to us.

Only if you're willing to put aside everything you've learned and trust me. Can you do that?

Freddy Krueger. He was a child murderer before he died. After he died, he became. something worse.

Six years ago Freddy killed my friends. He almost killed me. I thought I got rid of him - but I guess he was too strong.

Not what you did. Your parents. My parents. They burned him alive. We're paying for their sins.

Last time, it was me against him. I was n't strong enough. alone.

Each one of you has an inner strength - some special power you've had in your most wonderful dreams. Together we can learn to use those powers. if we try.

Neil, let's try one more time. If it does n't work, then I promise -

Take it slowly. Remember, this is a dream. Anything is possible.

All right. Whoever she is, I'll admit she seems to know more about Krueger than I do.

They burned him to death in his boiler room, but they were smart enough to hide the remains.

I think we can stop him this time. Stop him for good. But we need to know where the bones were hidden.

People are still dying. After all this time. Stop running away from it.

We've got to get over there now. We have to make Simms understand!

I was hoping we'd have more time to learn how to use the dreams.

But Joey's in there. And Kristen's going in with or without us. They need us.

It's now or never. I wo n't kid you. This is as dangerous as it gets. If you die in the dream, it's for real. Nobody has to go in that does n't want to.

Now remember - whatever happens, stay together. That's the only way we can beat him.

Picture yourselves in the Quiet Room. the soft white walls. the total silence. just the sound of your hearts beating. Picture yourself there. with Kristen.

I'm going to count backwards from five. And when I'm done, we'll all be asleep. we'll all be in the Quiet Room.

Neil and Nancy are finishing a late lunch in the nearly deserted cafeteria .She shrugs , not answering . Neil lets it pass .She gathers her things . Her purse falls over , scattering its contents . A bottle of pills rolls out . Neil helps gather the items - he picks up the pills . INSERT - PILL BOTTLE The label reads : HYPNOCYL 60 mg . 1 - 2 TABS FOR SLEEP . BACK TO SCENE She takes the pills and stuffs them in her purse along with everything else .She is almost out the door when Neil calls to her .She exits . Neil stares after her thoughtfully . HIS POV - LONG LENS OF THE CROWDED HALLWAY As Nancy turns and vanishes from sight , a NUN in a white habbit is revealed at the far end of the hallway - she seems to be staring at him . PEOPLE are wiping frame as they criss - cross the hallway , affording mere glimpses of her . NEIL A bit self - conscious . Is the woman really staring at him ? HIS POV - LONG LENS People keep wiping frame as they bustle in the hallway . The nun is now gone . NEIL frowns , puzzled . he dismisses it and downs his last sip of coffee .

Max is giving Nancy a tour .Nancy pauses at an open door , looking into :

PHILLIP , 16 , sits at a work table fashioning the face of a homemade marionette out of clay . Other marionettes hang from the wall . A comical dog , a white knight , a clown , etc. .Kincaid is lying on a bed , reading a comic book .Max and Nancy move on .

'Cause I sleepwalk. A perfectly normal event that our illustrious staff loves to theorize about endlessly.

They really oughtta be carved out of wood, but they wo n't let me have a knife. I might, you know.

According to our kind hosts, our dreams are a group psychosis. Sort of a mellow mass hysteria. The fact that we all dreamt about this guy before we ever met does n't seem to impress anybody.

So we go in circles making minimal progress with maximum effort.

DOLLYING WITH Max and Nancy .They exit frame . PAN TO JOEY , a wan 16 year old watching them from around the corner . He has a tear drop drawn in ink under one eye . A SOFT RYTHMIC SQUEAKING draws his attention . ANOTHER ANGLE MARCIE , a cute 19 year old candy - striper , is wheeling a cart to a laundry closet . As she begins to load the cart with clean towels , several fall to the floor . Joey hurries over . CLOSER ANGLE Joey picks up the towels and holds them out to Marcie . She gives him a bright smile .Joey grins mutely , obviously smitten . LORENZO , a cocky , handsome young orderly appears .They start down the hall , the cart still SQUEAKING RYTHMICALLY . Marcie turns back , giving Joey a smile and a wave .JOEY smiles weakly as he watches them go .

Listen, Joey. I just wanted to get you alone for a second. i mean.

This may sound crazy, but. I make up excuses to come into the ward every day just to see you. you're so cute.

I could get into a lot of trouble for this, but I know you wo n't say anything. Will you?

The dispensary. I'm talking clean pharmaceutical high. A night at Club meth.

Oh yeah? Well, if you're ever in the mood for a history lesson, I'm your teacher, understand?

Now who's gon na take the word of a crazy junkie chick like you?

Nancy guides Kristen 's mother through signing a sheat of hospital forms . Elaine is carefully and expensively dressed in fashionable tennis clothes .

Nancy enters and finds the suitcase on the bed . As she turns to leave , her eye is caught by : THE PAPER MACHE ELM STREET HOUSE sitting on Kristen 's drafting table . NANCY Amazed . Shaken . She reaches out slowly , almost afraid to touch it . She picks it up .

Neil sits at a computer terminal in his study . He hooks the modem to his phone and accesses a mainframe . The screen comes to life , blinking . He punches in a command . THE SCREEN A readout appears , ticking down an endless list of drug categories . NEIL Working the keyboard , searching for something . Finally : THE SCREEN The glowing green letters read : HYPNOCYL FDA classification : Experimental . Effective for management of psychotic disorders . For sedation where dreamless sleep is considered optimal ; suppression of night terror . NEIL He shuts down the computer and eases back in his chair .

Nancy sits in a thin , high - tech reading chair , engrossed in Kristen 's medical file . The paper mache Elm Street House sits on a table nearby . CLOSEUP - NANCY Shee is starting to nod off as she reads .

Kristen lies in bed , sketching on a newsprint pad with charcoal . A rendering of the Elm Street House . She begins to nod out . her eyes flutter closed . CAMERA DOLLIES IN TIGHT on her face . We hear the DISTANT , GHOSTLY JINGLING of a tricycle bell . Her eyes slowly open . ANOTHER ANGLE Kristen watches , terrified , as a tricycle rolls into the room by itself , leaving bloody tire tracks . The same tricycle that belonged to the Little Girl . THE TRICYCLE comes to a stop . then begins to glow red - hot and melt , warping and sagging as if from an astonishing inner heat . KRISTEN gets out of bed , edges past the ghastly melting apparition , and backs out of the room . CLOSEUP - KRISTEN As she backs out the door , we see it is the red Elm Street door . She pauses , realizing something is terribly wrong - suddenly the door SLAMS SHUT INTO CAMERA . CAMERA ZOOMS OUT IN A DIZZYING RUSH to reveal the Elm Street House . Kristen is now trapped inside .

Kristen tries to get out , but the door is locked . She turns , looking for another means of escape . We hear a FAINT BUZZING .

Kristen enters . The BUZZING IS LOUDER . HER POV - THE DINNER TABLE The table is set for a formal dinner . The grotesque , rotted remains of a roast pig sits on a platter , covered with flies . KRISTEN is revolted . THE PIG leaps up , SQUEALING . WIDER ANGLE Kristen is suddenly pulled down , vanishing beneath the surface of the liquid floor . The furnishings remain , hanging in their own gravity . UNDERWATER Kristen thrashes wildly in the the pitch - black water . She swims frantically , lungs bursting for air . Impossible to tell which way is up . HER POV A door hanging in watery limbo a short distance ahead . KRISTEN swims for it . THE DOOR She clutches the ornate handle and strains to open the door .

The door swings open . Kristen emerges from a solid wall of water and steps into the room . She is magically dry . REVERSE ANGLE It is the Elm Street living room , foreboding and nearly barren of furniture . A large lump forms under the rug at the far end of the room and undulates toward her sinuously . A long tubular shape . Kristen backs away . The shape circles her aimlessly , then slithers up the wall - a huge , writhing entity traveling within the wall surface . The shape arcs back down toward the carpet and disappears below the floorline . Kristen turns about apprehensively , searching for the mysterious entity . Beat . Suddenly , the creature erupts through the floor directly beneath her in a shower of wood splinters , engulfing her legs as it rockets straight up . It slams back down like a whale surfacing , Kristen locked firmly in its jaws . THE CREATURE is a gigantic serpent/worm version of Freddy , ribbed and organic , encrusted with mucous and slime . Its slavering jaws dislocate like a snake 's , the skin stretching grotesquely as it begins to swallow Kristen from the legs up .

E.C.U. Nancy dozing . Her eyes flutter open as she hears a FAINT REVERBERATION of Kristen 's call . LOW ANGLE Nancy strains to listen - all is silent now . uneasy , she rises from her chair . but freezes in place as she hears the UNEARTHLY CALL again , brely discernable . She turns . THE ELM STREET HOUSE MODEL The sound seems to emanate from the strange paper mache dollhouse . CAMERA RUSHES IN TIGHT as its tiny front door swings slowly open . NANCY DOLLYING IN TIGHT ON HER FACE as she puts a hand to her head , a feeling of dizziness suddenly washing over her . WIDER She sinks back into her chair - and keeps right on going , impossibly sucked away into the thin chair . She is gone in the blink of an eye .

A large ornate oval mirror hangs on the wall . The glass EXPLODES as Nancy bursts into the room . She rises , staring in horror and disbelief . REVERSE ANGLE The horrid Freddy/snake expands and contracts around Kristen , slowly wolfing her down , its awful diseased maw inching up past her waist .NANCY snaps into action . She scoops up a long jagged shard of broken mirror , cutting her palm in the process . She leaps into the fray , jamming the shard of glass into Freddy/snake 's eye - the eye bursts , spraying rancid ichor . FREDDY/SNAKE Regurgitating Kristen , the creature arcs back , ready to strike . his good eye locks on Nancy , recognizing his old enemy .CLOSEUP - FREDDY/SNAKE ROARS as the snake face peels back like old parchment and instantly transforms into a mind blowing skull/snake/Freddy with horns and double rows of razor teeth - striking INTO CAMERA . NANCY grabs Kristen and barrel - rolls out of the way . They scramble out the door .

Nancy slams the door and fumbles with the lock , snapping it into place .The razor - teeth burst through the door , splintering it .Kristen tries to concentrate - the teeth tear a chunk from the door and the Freddy/beast 's drooling snout lunges through . Chewing . Tearing .The door EXPLODES in on them as we

nancy thrashes awake in her reading chair , knocking a cup of coffee across them room . She is shaking in the aftermath of terror , her fists clenched tight , not knowing if she just dreamed it all or not . Suddenly realizing , she unclenches her hand - the palm is cut from the shard of broken mirror she plunged into Freddy/snake 's eye .

Nancy bursts in with the Elm Street House model under her arm and hurries down the hallway - right past Neil .But she 's already turned the corner and gone . ANOTHER ANGLE Nancy rushes up to Kristen 's room and looks in . Empty . Max appears , coming up the hall .ANOTHER ANGLE - -LRB- NANCY 'S OFFICE HALL -RRB- Nancy rushes around the corner and stops . Kristen is sitting patiently in the hallway outside Nancy 's office . She stands .

Nancy and Kristen speak in low tones with the door closed .Pause . Then , softly :

All the kids of the Adolescent Care Unit are gathered : Kincaid , Phillip , Taryn , Joey , Jennifer , and WILL , a 17 year old confined to an electric wheelchair . Kristen 's a bit uncomfortable - she 's the new kid . The general impression is of a blitzed - out squad just out of heavy combat . Nancy takes her place next to Elizabeth Simms as Neil closes the door .The kids murmur a chorus of AD - LIBBED GREETINGS .Neil absently toys with the row of hanging metal balls on one of those click - clack kinetic toys sitting on the table . No volunteers .Joey grins at Nancy shyly , nodding his head in greeting .The kids murmur in agreement .PANNING THE KIDS Their expressions reflect a quiet mix of hope and fear . They are impressed - all except Kincaid .

I'm Will Stanton, and um. I've had a little accident, as you can see.

Accident my ass. I thought this was supposed to be straight talk in here.

I'm Taryn White. I only came here because it was a better deal than juvie hall.

Good. You conquer the demon, but your horse is sinking in the bog. What do you do?

I could see him up there. His face. He was wide awake. all the way down.

Pretty soon there wo n't be enough of us left to call it `` Group.''

It was murder! Ca n't you understand that? That bastard murdered him!

Oh sure. That's just the sorta thing parents tell their kids : `` Goodnight honey. Do n't forget to say your prayers. Oh, by the way, your father and I torched some maniac last night.''

You got ta come right away. It's Kristen. She had a total shit attack when Simms told us you and Nancy got fired.

She's too doped up to stay awake for long. She's alone in there - alone! Freddy's gon na get her!

Will sits in his wheelchair with his Dungeons and Dragons game spread out on the table before him . Taryn 's not really into it , but she 's playing along . Joey sits nearby , following the game with rapt attention . Taryn throws the dice . Will refers to his Dungeonmaster 's card . INSERT - THE CARD features an illustration of a wizard in flowing robes . Magical lightning crackles from his fingertips . CONTINUING SCENEShe exits . Will turns to Joey .Joey makes a throat - cutting motion . Max enters .Max lifts Will gently out of his wheelchair and lays him on his bed .Max turns out the lights and exits , closing the door . Beat .Joey throws back the covers and sits up . He shakes his head and points , indicating that it 's Will 's turn .Joey nods .

Phillip and Kincaid lie sleeping in their beds . DOLLY SLOWLY IN on Phillip . He moans softly - perhaps a troubled dream . BOOM UP TO the marionettes hanging on the wall . An eerie collection of moonlit figures . DOLLY IN FOR CLOSEUP on the unfinished marionette . It raises its gray , misshapen head . The crude clay features ripple and change into a distinct likeness of Freddy . CLOSEUP - MARIONETTE 'S HAND Sharp razor - claws generate from the stubby clay fingers . FREDDY/MARIONETTE swipes his claws at his strings , cutting himself loose . THE FLOOR Freddy/marionette lands in a cat - like crouch . As he straightens up , he starts to grow . PHILLIP stirs . his eyes open . PHILLIP 'S POV Freddy/marionette rises into view at the foot of the bed . growing into the full - sized Freddy . PHILLIP opens his mouth to scream . FREDDY holds a finger to his lips , signaling for silence . PHILLIP gasps for breath , suddenly paralyzed . His blanket is magically snapped off the bed . FREDDY flicking downward with a single blade , quickly , precisely . Again and again . CLOSEUP - PHILLIP in excruciating pain , unable to move a muscle . HIGH ANGLE Looking down at Phillip . Clean , nearly bloodless incisions have been made down the length of each arm and leg . CLOSER one long strand of sinewy muscle tissue leaps up out of each incision . PHILLIP His muscle/strings go taut - he 's lifted from his bed . KINCAID Stirs awake and sees : KINCAID 'S POV Phillip is walking out of the room , apparently sleepwalking .No response . FAVORING PHILLIP His terrified eyes are bulging as he leaves the room , being manipulated at the end of his strings like a marionette . In the background , Kincaid rolls over .

Phillip is `` puppeted '' slowly down the hallway . Tears roll down his checks as he rolls his eyes wildly , looking for a way out of this nightmare . No use . He has no control over his movements . NURSE 'S STATION A NIGHT NURSE is dioing paperwork at her station . Nearby , a JANITOR mops the floor . Neither of them notice Phillip as he sleepwalks past in the background . PHILLIP/MARIONETTE The moment he is out of their view , he walks into a wall . and dissolves right through it . So much for hospital security .

Joey is sitting by the window in the dark , wide awake . Passing time . A movement catches his eye , he glances out the window . JOEY 'S POV - THE BELL TOWER It stands stories above the rest of the massive , rambling hospital , the apex of all the wings of the building . TILT UP to the archway at the top of the belltower . The small , pale figure of Phillip stands on the ledge . JOEY staring in horror , his mouth opening and closing as he tries to call for help .

Weeping with terror , Phillip teeters at the lip of the ledge over an awesome , dizzying drop - the courtyard is far below . The strings jerk Phillip forward and back , toying with him .

Frantic , Joey turns from the window and drags Will out of his bed . Will is groggy , disoriented .Joey drags Will across the floor to the window , pointing . JOEY AND WILL Will sees Phillip on the bell tower .Joey races from the room as Will starts pounding the window .

Joey runs to the Nurse at her station , gesturing in panic . He hops around frantically , motioning for her to come .He freaks out and grabs a metal tray off the counter . The nurse 's dinner goes flying . Joey runs down the hall , slamming the tray against the walls . The kids appear from their rooms in a state of confusion . Staff members come running .

Will is still pounding the window , hollering . Joey runs in , the others pour in after him .

Phillip teeters on the edge . He looks up , eyes pleading and wet with tears . PHILLIP 'S POV A giant transparent Freddy , seen from the waist up , looms in the night sky , higher than the bell tower . he is leaning over the building from behind as if it were a marionette stage , laughing maniacally as he puppets Phillip . Freddy draws back his claw hand - then slashes out , slicing Phillip 's strings . PHILLIP The puppet spell is broken - he SCREAMS , arms windmilling frantically as he falls from the ledge . LOW ANGLE Phillip plummets from the tower . THE KIDS AT THE WINDOW There is a horrible THUMP as Phillip impacts . Some kids are SCREAMING , some are crying , all horrified beyond words . The staff members are helpless as bedlam reigns .

Group is in session . The kids seem sullen , fragile , disconnected . without hope . Neil looks beaten - down , less self - assured than usual - Phillip 's death has shaken him .The kids hold silent for a long moment , then Kincaid offers a grudging appraisal .All eyes go to Nancy . Simms shoots her a dirty look .Joey shakes his head , getting agitated .Neil lets some of his anger and frustration show through :Joey is blinking back tears .A terrified reaction from the group . Nancy shoots Neil a sharp look , shaking her head .Simms presses a button , summoning help . Neil rises , prepared to protect Simms if necessary .Max and another ORDERLY enter . Kincaid starts to freak . he kicks a chair at them , screaming !The orderlies get Kincaid into an armlock and wrestle him , fighting and kicking , out the door . Simms follows the struggle out into the hallway . Neil and Nancy join her .

Simms , flushed and livid , watches Kincaid get dragged away . She turns to Neil .Neil pauses , wavering between nancy and Simms . He finally comes to a decision :Simms pauses , then :Simms exits . Neil watches her go .He turns and walks away - but pauses , looking back .

DOLLYING with Max as he works his way down the hall , spot - checking the dorm area . Nancy appears .Kristen appears at her door , looking sleepy and exhausted .She goes to join Kristen in her room .

Taryn , wearing robe and slippers , emerges from the women 's bathroom and shuffles back toward her room . Lorenzo , the young orderly , appears in her path , twirling a keyring .He grabs her wrist , exposing her arm - her skin is scarred with old needle tracks .She heads off to her room .

A rather drab , institutional room with second - hand couches an chairs . jennifer sits in a worn armchair watching the TV - a massive old metal RCA . She is fighting sleep , but starting to nod off . Max enters .Max hesitates . then relents against his better judgement .Max exits , shaking his head . Jennifer turns back to the TV - the Late Show drones on . She shakes herself , still fighting to stay awake . She digs a hidden pack of cigarettes from under the chair cushion and lights up . She takes a deep drag - then , wincing with pain , burns her hand with the lit cigarette . Anything to stay awake .

Kristen lies in bed . Nancy sits nearby in a chair - it seems she may keep an all - night vigil . She notices an array of gymnastics posters taped to the wall .They laugh softly .Nancy pauses , wrestling with a decision . She digs into her purse , pulls out her bottle of Hypnocyl , and shakes the contents into her hand . Just two pills left . She gives them to Kristen .

Jennifer is still fighting to stay awake as she watches TV . She switches around with the channel changer , stopping on a Dick Cavett interview . His guest is Sally Kellerman . JENNIFER nodding out again . TV SETThe image sputters with snowy interference . JENNIFER Her eyes fluttering . TV SET Alternating between snow and image .JENNIFER Her eyes snap open , her body stiffening . She stares at : the TV SCREEN Nothing now but static . JENNIFER Frowning . Must have imagined it . She rises and smacks the side of the set , trying to get the picture back . Nothing . Suddenly , two arms rip from each side of the TV set and grab her by the shoulders . The arms are a horrid hybrid of Freddy 's arms and RCA tubes and wiring . She SCREAMS as she is lifted off the ground . TV SET Freddy 's head grows and stretches out of the top of the set , wearing the rabbit - ear antenna like some horrible insect . Jennifer keeps SCREAMING .he rams her head into the screen with hideously brutal force - there is an EXPLOSION of glass and electrical sparks .

Well, that is the great American dream, is n't it? To come to L.A. and be a TV star?

- find a good teacher. An actor has to study, to learn. I think that's crucial.

Sorry to keep you waiting. Perhaps if there were more of me to spread around.

A midwestern cemetary on a rolling hillside . A gentle drizzle falls on a crowd of mourners clustered at twin gravesites . A PRIEST intones the eulogy . Among the mourners are Dr. Simms , Max , Nancy . but Neil is missing . CLOSER - MAX AND NANCY Staring as the caskets are lowered . MASTER - THE FUNERAL CAMERA BOOMS BACK to reveal Neil standing on a rise overlooking the funeral . he 's under the shelter of a large oak tree , but is still soaked by the drizzle . He stares down , grief - stricken , his tears masked by rain .ANTOHER ANGLE The nun in white stands clsoe by -LRB- Neil saw her in the hospital hallway -RRB- . She appears in her 60 's , but carries herself with a strength that belies her years . Neil wipes his eyes .He chokes back a bitter laugh .Neil turns his gaze back toward the funeral , lost in his own private grief .Neil turns and moves to the edge of the rise as Nancy crests the hill . The services have ended , the crowd is dispersing .He turns , but the nun is gone .As they head slowly down the hill , PAN TO THE NUN IN CLOSEUP - she is fingering a rosary and whispering a prayer as she watches them go .

Only one thing can save the children. The unquiet spirit must be laid to rest. It is an abomination to God and Man.

Purgatory. fashioned by the hands of men. Twisted, lost souls, the worst of the criminally insane, were locked away in here like animals.

A young girl on the staff was accidentally locked in here over the holidays. The inmates managed to keep her hidden for days. She was raped. hundreds of times. When they found her, she was barely alive. and with child.

The bastard son of a hundred maniacs. Some say he was murdered, though no body was ever found.

If your only faith is science, Doctor. it may be you that's laid to rest.

TIGHT ON NEIL at the window , staring out at the rain . He speaks quietly , almost as if to himself .He raises a nearly empty wineglass and drains the last sip . WIDER ANGLE The remains of a Chinese takeout dinner is spread on the floor . Nancy is crouched near the fireplace , feeding paper cartons to the flames .

Nancy closes the door and faces the remaining kids : Kristen , Kincaid , Will , Taryn , and Joey . Neil sits by with a clipboard on his knee . Dr. Simms is conspicuously absent .Thick silence . The kids stare at her , flabbergasted , not knowing whether to believe or doubt . Then :FAVORING THE KIDS as they react with bewilderment .Kristen nods .He turns to a high - tech chrome pendulum device sitting on the tabletop and flicks a switch . The pendulum rocks slowly from side to side as a tiny blip of high intensity light flashes intermittently . Everybody stares at the device .PANNING THE KIDS as they stare at the device , becoming mesmerized .ENDFRAME on Kristen . Eyes fluttering closed .NANCY watching the pendulum , lulled under its spell .NEIL staring at the device , counting down .KRISTEN Her eyes snap open , she looks up . WIDER Everyone looks up . The room is stil the same , nothing has changed . Neil switches the device off .Everybody reacts , disappointed .Several kids stand up to stretch their legs . Neil turns to Nancy , drawing her aside .JOEY He is at the water cooler getting a drink . He pauses , hearing the RYTHMIC SQUEAKING OF A CART . HIS POV Marcie , the cute candy - striper , appears just outside the door with her cart . She sees him and stops . JOEY gives her a goofy grin , totally in love . MARCIE looks arund to see if anybody is watching - then smiles and gestures to him . JOEY He glances around , then slips out the door unnoticed .

Marcie checks again to make sure nobody is watching , then motions for Joey to follow her . JOEY hurries after her , his knees going weak .

The kids are still taking a break . Neil is absently - mindedly toying with the metal click - clack balls .Neil raises the end ball and sends it into the others - instead of click - clacking , they simply float apart into mid - air . nancy gapes as the metal balls float past her head . All activity comes to a standstill . Everybody stares .NEIL Staring at the balls , rapt and fascinated .THE GROUP They all turn to see Will standing straight and tall . No sign of his wheelchair .He plucks a metal ball from the air , holds it in his fist , and blows in one end - a fantasy dragonfly appears out the other . NANCY AND NEILKristen grins sheepishly .Kristen takes afew steps back , then launches herself into a perfectly executed series of twisting handflips across the room .Kincaid picks up a metal chair and twists it open like a paperclip with his bare hands .TARYN She 's become a brethtaking street punk , like something out of a rock fantasy : shimmering platinum hair swept back in a wild Mohawk , and sleep black leathers with delicate silver chains .She flicks out a wicked gravity knife and twirls it open faster than the eye can follow .NANCY AND NEIL Neil looking around , still trying to grasp it .Nancy nods . CLOSEUP - NEIL He closes his eys and concentrates , trying an experiment . He opens his eyes and sees : NANCY Now wearing a frilly negligee .The kids laugh and hoot . Neil blushes , very flustered .

It is an unoccupied dorm room . Marcie leads Joey in . She closes the door softly , then turns to him .She steps closer . Joey gulps .Joey 's eyes widen . She sits him on the bed and stands in front of him .Joey shakes his head violently . She turns her back to him .Joey reaches up and unzips her with shaking hands . She turns back and shrugs off her uniform . She is wearing only skimpy panties . She is magnificent .Joey is overwhelmed . Marcie pushes Joey gently back on the bed and crawls on top of him with sinewy grace . She starts unbuttoning his shirt and kissing his chest . CLOSER Marcie kisses his mouth , her tongue probing deeply . Too deeply . Joey gags and draws back - but Marcie 's tongue grows supernaturally long and burrows deeper into his mouth . CLOSEUP - JOEY Choking . he grabs the writhing tongue and tries to pull it out of his mouth . CLOSEUP - MARCI The tail end of her tongue leaps out of her mouth with a life of its own . ON JOEY Both ends of the tongue/creature whip around his wrist and yank it back , twining around the bedpost like a bullwhip . MARCIE A second hideously long tongue shoots out of her mouth , throught the air - JOEY - and lashes his other arm to the other bedpost with a THWACK ! Freddy 's maniacal LAUGHTER rings out . Joey looks up . JOEY 'S POV Marcie 's head has been replaced by Freddy 's - his grotesque laughing face perched atop her lovely body .CLOSEUP - FREDDY Two more tongues fly from his mouth simultaneously . JOEY 'S FEET are lashed to the footboard bedposts . HIGH ANGLE Looking directly down on Joey writhing on the bed . The mattress drops away beneath him , descending a shaft exactly it 's size . The mattress is engulfed in a fiery inferno below . CRANE UP as Joey is left suspended over a hellish pit of flame , trying desperately to scream .

The lights suddenly dim and flicker out . Everybody comes to a standstill , looking around apprehensively .They glance around - Joey 's not with them .Neil grabs the door to throw it open - but yanks his hand back as the knob glows red hot . The door begins to scorch and sizzle as the room turns stifling hot .The walls begin to close in - the group is backed into the center of the room as it becomes rounded , cylindrical . like the inside of a furnace . Rivets appear as the walls become scorched steel plate . Neil staggers back .He looks down - ANOTHER ANGLE - his feet are slogging through smouldering ash . He steps on a child 's charred ribcage - it crumbles and snaps underfoot like a brittle leaf . A tiny skull is churned up . KINCAID hunkers down and tries to push through the steel door , but jumps back as his hands are burned . THE GROUP looks about helplessly as the smoke gets denser . ROARING flames leap up around them . Suddenly - THE FURNACE DOOR slams open to reveal Simms standing in a perfectly normal hospital hallway . Total silence .REVERSE ANGLE The Group Therapy Room . Neil , Nancy , and the others are seated in their chairs , heads coming up as the awaken . They gaze around , still confused .Joey is lying unconscious on the floor near his chair , arms and legs spread - eagle -LRB- in the same pose as being lashed to the bed -RRB- . Simms rushes over and checks him .Neil pushes her out of the way and kneels over Joey , desperately giving him mouth - to - mouth .

TIGHT ON JOEY lying in a coma , hooked up to monitoring devices and a respirator . ANGLE WIDENS SLOWLY as we DOLLY BACK , revealing a team of TECHNICIANS and NUEROSURGEONS surrounding the bed . CONTINUE DOLLYING BACK until we find ourselves IN THE HALLWAY outside the room . Neil and Nancy hover by the door , sick with worry . DOCTOR CARVER -LRB- 60 's -RRB- , the supervising physician of Westin Hills , is stewing in controlled anger . Dr. Simms is self - righteous now that her predicted disaster has taken place . The nuerosurgeons exit the room .The nurosurgeons walk away . Carver turns to Neil .Neil motions her quiet . Carver exits .She exits . Only Nancy and Neil remain .He walks away . She watches him go , then looks at Joey . She is desolate .

Young lady, your opinion is of no interest to me. Furthermore, according to Dr. Simms, you've been creating panic among the patients.

Dr. Goldman, in the last four days we've had two suicides. Now a boy is in a coma. I think it's fair to say your approach has failed. entirely.

You're both relieved of your duties. I want you out of here. Today.

Neil has packed several boxes of personal files into the trunk of his BMW . He places the final box in - it 's stuffed with drawings from the kids . and some photographs . INSERT - THE PHOTOGRAPH ON TOP A picture of a group picnic - featuring Neil with Jennifer and Phillip . CLOSEUP - NEIL stares sadly at the picture for an extended beat . LOW ANGLE As Neil slams the trunk , the unused wing of the hospital is revealed in the background . It is old , untended , crumbling . A shrouded white figure is standing in one of the upper floor windows . NEIL sees the figure and reacts , startled . THE FIGURE IN THE WINDOW is the nun from the funeral . She has been staring out the window at him . She turns away and disappears from view . NEIL pauses for a moment , then approaches the building . ANOTHER ANGLE Neil comes to a set of double doors and rattles them - they 're sealed with a rusty chain and padlock . He moves to a broken window and peers through the boards nailed across it . NEIL 'S POV He can see into the long main hallway of the ground floor . He gets a brief glimpse of the nun at the far end as she comes down the stairs , turns on the landing , and heads downstairs to the basement . NEILShe has n't heard him . He pries the loose board away and enters through the window .

A forgotten , dusty corridor with peeled paint like parchment on the water - stained walls . Neil comes down the stairs , peering around in the gloom . The only feature in the dead end hallway is a partially open rusty iron door with a small barred window . A FAINT BUZZING rises and falls from within .No answer . Just another swell of FAINT BUZZING . Neil approaches the door and pushes it open all the way . It SQUEALS LOUDLY on its hinges .

Neil enters a huge , shadowy , dungeon - like room . Flaking cement pillars stand draped with cobwebs . Rusted remains of bedframes and scraps of wood litter the floor . The BUZZING grows louder , then falls away again .A wooden match ignites near him , going off like a gunshot in the stillness - the nun is reavealed . Neil gasps , startled .She turns and lights a candle in a tiny alcove before a statue of the Virgin Mary . Dim light sputters up .Neil is momentarily distracted by another swell of BUZZING . A fly brushes past his face in the darkness .The nun turns and climbs the stairs .he moves to follow her , but his foot comes in contact with something near the bottom of the steps . The BUZZING SWELLS UP LOUDLY . He jumps back . NEIL 'S POV The grisly carcass of a cat stares up at Neil , hundreds of flies swarming in its dessicated flesh . THE NUN Pausing at the top of the stairs .As she exits , the door begins to CREAK slowly shut behind her , plunging the room into darkness . NEIL scrambles up the steps and grabs the door just before it closes shut .

Neil heaves a sigh of relief as he exits the Pit . He looks around . The nun has disappeared .

Nancy sits at Joey 's bedside , gazing at the boy - so still , so frail . She speaks in a whisper , but her voice is fierce .ON JOEY Short slashes suddenly begin to criss - cross his smooth chest . NANCY reacts in horror . Neil enters B.G.He comes to her side and looks down . JOEY The slashes spell out a message in crude , bloody letters : `` COME AND GET HIM , BITCH . '' NANCY AND NEIL gazing on in horror .

The car glides down a meandering road , leaving Westin Hills behind .

TIGHT ON Kristen 's face as she lets out a WAIL of total anguish and despair - she struggles with Max and Lorenzo as they try to restrain her .WIDER Simms is standing by , watching the struggle .Kristen is fighting like a wildcat - momentum carries her and the orderlies into the nurse 's desk and sends them sprawling in a shower of desktop items . She hurls a heavy stapler in Simms ' direction before Max and Lorenzo grab her again - they manage to pin her arms , but barely . THE KIDS are peering fearfully up the hall at the spectacle . FAVORING SIMMSKristen is dragged down the hall , fighting and kicking every inch of the way .

`` Tavern '' is too nice a word - it is a dive bar with a flickering neon sign on the worst side of town .

The sort of place you wind up when you have no place left to go . A dark , grubby figure sits in the deep foreground nursing a beer and staring at nothing . His unshaven face is hard and bitter , haunted by old sorrows . He wears a sodden , rumpled nightwatchman 's uniform .DONALD THOMPSON looks up slowly from his beer . WIDER ANGLE Nancy stands nearby with Neil . Thompson smiles wanly .She sits across from him . Neil hovers at her side .Thompson 's eye flick up at Neil .Neil is taken aback for a moment - he 's about to retort , but Nancy silences him with a look . She leans in to her father .Thompson meets his daughter 's gaze , then averts his eyes . He takes a slow draw on his drink .Nancy ca n't handle another moment - she bolts from the table as tears come . Neil glares at Thompson and hurries after her . ANOTHER ANGLE Neil folllows her to the restroom alcove , where she is trying to pull herself together .He wants to comfort her , but does n't really have the words . He stands by , looking miserable . His BEEPER GOES OFF . He checks it for the number and crosses to the payphone .

Yeah, but here you are. How'd I get so lucky? I thought you were trying to forget I was alive.

Fred Krueger's dead. You always had a little trouble understanding that, Princess.

I do n't recall as we ever met, friend. And I do n't believe this is any of your goddamn business.

It's been nice seeing you, baby. Do n't stay away so long next time.

In there. Charlie Penny owns the place. We knew no one would ever find it. I'm not even sure I can find it again.

I showed you where the goddamn thing was. I did n't say I'd stick around.

But I could n't go until I told you how sorry I am for all the things I've done.

Taryn snatches the payphone off the wall on the first ring . Will and Kincaid are with her .

He hangs up .He digs out his car keys and holds them out to her .She stares at him , not understanding .Nancy takes the keys . Their eyes lock for a long , intense moment - then they share a spontaneous , passionate kiss . Nancy turns and leaves without another word . ANGLE ON THOMPSON He sees his daughter leave , then turns his blank gaze back to his beer . Neil casually walks over . Thompson ignores him .Suddenly , unexpectedly , Neil lashes viciously out with his foot and kicks the table over - everything goes flying . Before Thompson can so much as blink , Neil hauls him out of his chair and slams him violently against the wall . TIGHT TWO SHOT Neil and Thompson , nose to nose . Neil speaks with barely contained rage .Thompson stares at Neil , dumbfounded .

Kristen wanders in aimless circles in the confinement of the small padded room , weeping with despair as she desperately tries to stay on her feet .She stumbles and lurches into the wall , held up by sheer luck alone . She pushes herself away , staggering - her movements are jerky and uncordinated .

Nancy at the wheel , steely with determination as she speeds back to the hospital .

A small church in a poor neighborhood . Thompson 's battered old Dodge grinds to a stop at the curb .

Neil reaches over , shuts off the ignition , and takes the key . There is a pint bottle of whiskey juting from Thompson 's jacket pocket . Neil snatches the bottle before Thompson can react .Neil gets out of the car . he empties the contents of the pint bottle on the pavement as he hurries toward the church .

Three WORSHIPPERS are seated in the pews , seeking comfort in silent prayer . Neil rushes in at the back of the church . CLOSER - NEIL sees a small basin of holy water attached to the wall . he submerges Thompson 's bottle , filling it with holy water . He caps the bottle , pockets it , then proceeds up the aisle . ANOTHER ANGLE Neil comes to a candle shrine . A foot - high crucifix is attached to the wall above it . He grabs the cross and tries to lift it off its mount - it comes loose with a loud CLANG - a jarring sound in the silent church . Worshippers turn to look . Feeling conspicuous , Neil turns to find himself facing a PRIEST .He digs out his wallet . Empty .Neil hurries out , leaving the baffled priest holding his driver 's license .

Nancy enters , hurrying toward the Quiet Room . Max appears , blocking her from the Quiet Room hallway .Max shakes his head .The big man holds up his hand for silence .Max pauses briefly . and decides to speak his mind .Nancy backs down . There 's no way she 'll get past him .Max wavers , his emotions getting to him .It 's against his better judgement , but Max finally nods .She heads toward the dorms . ANOTHER ANGLE She comes around the corner . Taryn , Will , and Kincaid have been waiting for her , frantic with worry .

A vast auto junkyard on the outskirts of town . Towering stacks of gutted cars glitter in the moonlight like the crusty bones of some long ago dinosaur graveyard . It is an awesome , twisting maze . Thompson 's Dodge pulls up to the gate . The headlights reveal a faded sign on the tall chain link fence : `` PENNY BROS. . AUTO SALVAGE . ''

Thompson steps out and crosses to the wood stat structure that serves as the junkyard 's office and reaches under the porch . CLOSER - THE GATE Thompson steps into the headlight beams and unlocks the rusted padlock . Suddenly , a vicious junkyard dog shoots up into frame , barking and slavering just inches from his face , rattling the chain link fence .He swings the gate open and offers an open hand to the dog . Jesse sniffs the hand suspiciously , then wags his tail .He turns , motioning to Neil to bring the car through . Neil scoots to the driver 's side . WIDER ANGLE Neil pulls the car in and stops at the mouth of the maze . Thompson secures the gate .

Thompson gets back in on the passenger side . Neil is suddenly playing chauffer .Neil eases on the gas .

Nancy closes the door and turns to the kids . They look to her , waiting .She dims the lights and goes to the pendulum device .THE KIDS A long silence . Their faces reflect conflicting emotions . Fear , dread , anticipation . Then , quietly :Her face reflects the same emotions - but mostly , there is pride in the kids . She turns the pendulum on and sits with them .THE GROUP Staring intensely at the pendulum .

Thompson 's car pulls slowly around a tight corner and stos in what amounts to a small clearing deep in the labyrinth of stacked autos . Thompson and Neil get out , the weak headlights of the old Dodge illminating the towering heaps of rusted metal surrounding them . Thompson peers around , then points .ANOTHER ANGLE The rear end of a ravaged 59 Cadillac sticks out from beneath a huge stack of automotive carcasses , its rusted tailfins jutting like the spines of some prehistoric beast . Neil crosses to the car and runs his hands over the corroded surface of the trunk . He tries to lift it , but it 's locked tight . THOMPSON stands beside the Dodge . He takes a swig from a pint bottle and glances around into the darkness nervously . NEIL finds a large four - pronged tire iron - three ends for lug nuts , the other end a sharp wedge . He jams it under the trunk lid and applies pressure . CLOSEUP - THOMPSON observing nervously . NEIL leans his head closer to the trunk as he strains against the tire iron . CLOSEUP - THE LOCK explodes in a cloud of rust . CLOSEUP - NEIL Gazing in . PAN TO an ancient , crusty burlap sack lying in the shadows of the trunk .

Thompson silently eases behind the wheel of his Dodge , careful not to draw Neil 's attention . he 's going to get the hell out of here - - but there are no keys in the ignition . Thompson looks up , glaring at Neil through the windshield .

Neil holds up Thompson 's keys .Thompson gets out of the car .Neil tosses Thompson a shovel .

Nancy and the kids are staring at the pendulum , faces slack . Nancy 's voice is a soft hush . They are being lulled into the dream state .

Kristen is slumped in a corner , face against the wall , totally incoherent now . There is no more fight left in her . She is fading . fading .

CLOSEUP - WILLCLOSEUP - TARYNCLOSEUP - KINCAIDCLOSEUP - KRISTENKristen 's eyes flutter open .WIDER ANGLE Nancy and the others are now in the Quiet Room with Kristen . Kristen looks around , crying and happy that her friends are here . She hugs them in turn - a sweet , teary reunion .THE WALL Four huge razors slash through the canvas - RIIIIIIP ! Cotton padding flies . THE GROUP reacts as the razors vanish - then RIP from the wall directly behind them . Everyone moves to the center of the room .VARIOUS ANGLES Cotton padding billows through the air as the razors slash through the wall again and again - from in front , from behind , from the side , from the floor , from everywhere . The Quiet room becomes a white void of ripping and slashing - a vicious blizzard of whirling padding . WILL The blades lash out from the billowing clouds of cotton . He 's forced back . TARYN screams as the blades flash by her . NANCYKRISTEN Screaming , panicking , spun around in the blizzard . Lost .CLOSEUP - KRISTEN The blizzard of cotton padding dissipates and slowly vanishes . Kristen looks up a dream . ANGLE WIDENS SLOWLY OUT to reveal Kristen sitting at her drafting table in her bedroom at home . The crude paper mache Elm Street House model is in front of her , still under construction . Warren Zevon 's `` I 'll Sleep When I 'm Dead '' still blares from the radio . Nothing has changed . She 's still home . Safe . She wonders if all of it , everything , has been nothing but a bad dream . Her mother enters , dressed in the same beautiful evening gown , and snaps the radio off .She turns down the covers . Kristen crawls onto the bed and throws her arms around Elaine 's neck in a spontaneous hug .Elaine gives her a kiss and tucks her in . She goes to the door and reaches for the lightswitch .A MAN 'S VOICE comes from downstairs :Suddenly , Elaine is violently yanked out the door , revealing : FREDDY framed in the doorway , wearing immaculate formal wear , screaming at Elaine -LRB- she 's off camera -RRB- .He sweeps his razors down at her . KRISTEN SCREMING in bed . FREDDY Grinning insanely , he leans into the room , holding Elaine 's decapitated head up for Kristen .CLOSEUP - ELAINE 'S HEAD Dangling in Freddy 's grasp , blood dripping from the neck , it jabbers at Kristen in a glassy - eyed harangue .KRISTEN screaming and screaming . FREDDY drops the head and lunges at her , claws swiping the air . KRISTEN rolls out of bed as Freddy 's claws tear her pillow open in an explosion of feathers . WIDER Kristen turns and runs , Freddy right on her heels , his finger blades mere inches from her back . ANOTHER ANGLE Kristen 's momentum takes her right up the wall - she pushes off in an incredible gymnast 's flip , hurtling up in an arc back over Freddy 's head - Freddy hits the wall , his finger - razors burying deep in the plaster . KRISTEN makes a perfect landing near her bed and snatches up her bedspread . FREDDY howls with rage and yanks his razors from the wall in an explosion of plaster . he whirls and dives at Kristen - - as she flings the bedspread over him . He tangles up , going down hard , thrashing to get free . KRISTEN hurtles herself out the window in an explosion of glass . FREDDY Ripping and slashing , he wrestles the bedspread off and hurls it away in tatters . He looks around , howling with rage .

Gaddamn it Kristen, you always ruin everything! Every time I have a man over you spoil it! You know what your shrink said! You're only trying to get attention!

Kristen EXPLODES through a skylight in the living room ceiling and drops to the floor in a rain of glass . Bruised and battered , she rises to her feet and looks around . Lost . Alone .

Whirling cotton fills the screen . dissipating to reveal Taryn in her full dream warrior splendor , platinum crest of hair shimmering . She finds herself in a twisting hallway in the dreamscape - and hears KRISTEN 'S FAINT CALL .She hurries up a passageway and turns a corner . ANOTHER ANGLE Freddy leaps from the darkness , blades flashing . Taryn nimbly dodges and whirls , producing two large gravity knives . She click - clacks them open , twirling them expertly .Freddy gives her an evil smile and squares off against her . They circle each other slowly . then Freddy lashes out . Taryn ducks and cuts deeply across Freddy 's ribs . Freddy SCREAMS with anger and swipes twice more , ripping deep gouges in Taryn 's shoulder . Taryn draws back , keeping her guard up . She feints , then strikes out , slashing Freddy again . This time Freddy draws back .Taryn stands poised , ready for anything . CLOSEUP - FREDDYHe raises his hands into frame - his fingerhave all turned into oversized hypodermic neeles , their needle - sharp tips glittering in the darkness . TARYN Revolted by the weird display . She looks down , feeling something strange . CLOSEUP - TARYN 'S ARMS Her needle track scars are expanding and contracting like tiny sucking mouths . hungry . WIDER The instant her guard is down , Freddy lunges at her and buries both sets of hypodermic fingers into her arms , pinning her to the wall . Taryn SCREAMS . CLOSEUP - HYPO FINGERS As their inner plunges depress , Taryn 's biceps swell grotesquely , veins bulging impossibly . TARYN We can actually see the high - pressure fluid travel upward as her veins and body balloon , racing from her arms - her neck swells - temples expand - eyeballs bulge - Then the top of her head literally explodes . CLOSEUP - FREDDY

MOVING WITH Will - he holds a torch high in one hand , a saber in the other . He looks like a thin pirate out of a Dungeons and Dragons game .He hears a SOUND somewhere in the darkness ahead . He pauses . nothing . Suddenly , there 's a SOUND OF SCREECHING METAL and a strange object comes racing out of the darkness at him . He lunges out of the way . THE OBJECT screeches to a halt and wheels about . It 's an oversiezed , nightmarish version of Will 's wheelchair - made of rusty , twisted metal and bristling with spikes and hooks . To sit in it would be agonizing death .REVERSE ANGLE Will whirls about to see Freddy leaning nonchalantly against a pillar .Will is visibly upset by this - and reacts too slowly as the wheelchair bears down on him again . WILL is sideswiped and knocked to the ground , his leg bleeding . THE CHAIR spins around , preparing for another run . FREDDYTHE CHAIR The wheels smoke , burning rubber as it launches itself at Will . CLOSEUP - WILLWIDER Will suddenly levitates to his feet . A wizard 's robe swirls about him as crackling electricity plays across his fingertips , just like the illustration on the Dungeonmaster game card . LOW ANGLE The wheelchair ROARS over camera . WILL Green lightning explodes from his fingertips and shatters the wheelchair into fragments . FREDDY reacts in surprise . WILL looks up at Freddy , grinning with his newfound power . The dancing lights emanating from his fingers cast a weird glow across his face .WIDER Will rushes at Freddy , shooting wizard 's fire . The crackling green energy engulfs Freddy completely - - but Freddy grabs Will by the front of his shirt and lifts him off the ground . CLOSER Freddy snarls into Will 's face as the living energy twines around him .Freddy buries his claws in Will 's chest - the blades point just out of Will 's back as his death cry ECHOES down the halls .

Kristen wanders through the twisting distorted hallways of the dreamscape . She hears Will 's SCREAM echo and fade away .She turns a corner and sees Nancy at the end of a hallway .They rush toward each other - but stop as they hear a strange CRUNCHING SOUND .The SOUND comes again - a horrible CRACKING AND SNAPPING . The wall begins to spiderweb with cracks as it bulges outward . Something big seems to be trying to press through to cut them off from each other . Nancy and Kristen back away warily . Suddenly , there is an EXPLOSION of wood and plaster - and Kincaid steps through .Nancy and Kristen yell with delight . Kristen throws her arms around him .Kristen is taken aback for a moment - then gives him a chaste but sincere kiss on the mouth . He grins .Still no response .Suddenly , the lights around them flinker and dim . They hear a DEEP , REVERBERATING GROAN OF METAL . All look over the railing . OVER THE SHOULDER as they peer downward . Where before there was nothing , there are now two huge , rusty boiler room doors slowly swinging open like the entrance to Hell . Orange light flickers from below . KINCAID Still finishing his prior statement .ANOTHER ANGLE The tree slowly descend the stairs , all bravado lost . They stop before the immense gate . Within lies flickering darkness and twisting steps leading down .Kristen nods .They descend .

Nancy , Kristen , and Kincaid cautiously come down the winding stairs and pass under an arch way made of twisted , scorched tricycles and shattered dolls . They exchange worried looks , then step through . MASTER A surrealistic boiler room , air red with heat and haze . Freddy sits on a throne made of children 's skulls and bones . Joey is nearby , suspended over the pit of flames like a weird altar . Welcome to Freddy Hell . FREDDYJOEY He turns his terrified , pleading eyes toward his friends . His skin is hot and blistered . The tongues that lash his hands and feet to the four posts are writhing slowly , licking his ankles and wrists . He opens his mouth in a mute , silent scream . NANCY , KRISTEN , KINCAIDNancy steps forward .THE THRONE Freddy sweeps his hands , the obedient servant .He makes a gesture . JOEY The tongue/creature securing his left wrist unravels - he drops precariously . The other tongues begin to loosen their hold . NANCY lunges to the edge of the pit , reaching for Joey . FREDDY laughs maniacally . THE PIT The last tongues give way and Joey drops - - just as Nancy snatches his wrist and hangs on . Kincaid grabs Nancy by the belt and hauls them both back out . KRISTEN With a cry , she runs and does a double flip over the burning pit - right at Freddy . THE THRONE Kristen snap - kicks right into Freddy 's face , toppling him and the throne backwards . KINCAID strains as he rips a six - foot section of pipe from the wall and races toward the throne . NANCY helps Joey to his feet just as a tongue/creature flies out of the darkness and whips around her neck , strangling her . FREDDY rises from the rubble of his throne and lashes at Kristen . She flips over his head - but Freddy backhands her , sending her spinning across the room . NANCY Clutching one end of the writhing tongue , she forces it to the ground . She grabs a furnace poker and skewers the creature . It instantly unravels from her neck . THE FALLEN THRONE As Freddy prepares to slash Kristen , Kincaid races in , swinging his pipe in a wide arc . It smashes across Freddy 's back , driving him to his knees . Kincaid raises the pipe for a second blow , but Freddy leaps up with a ROAR and grabs Kincaid , hauling him high over his head . Nancy rushes in just as Freddy 's arms are extended and plunges the poker into his heart . Everyone freezes . FREDDY looks down at the poker with an exaggerated gasp - then flashes a grin at Nancy . NANCY reacts in horror . FREDDY releases Kincaid 's feet and holds him dangling by the throat . With his free hand , he pulls the poker slowly from his chest . He looks at the tip - it glistens with dark , rancid gore . He licks it like an ice cream cone . NANCY AND KRISTEN Kristen rises , using Nancy for support .FREDDY whirls to her , Kincaid still choking in his upraised fist .He rips his shirt open , revealing his hideously scarred body .His flesh begins to undulate and swell . TIGHT ON FREDDY 'S TORSO Rippling blisters appear , forming into faces - horrible , tortured faces wailing in despair . We recognize Phillip . Jennifer . Will . Taryn . NANCY AND KRISTEN Total horror and revulsion . CLOSEUP - FREDDY An insane , gleeful grin - and a gutteral whisper :

The burlap sack is lifted out . TIGHT ON BURLAP SACK as Neil drops it beside a freshly dug grave . Freddy 's bones clatter .

Freddy flinches in pain - he looks up in fear , suddenly aware that somebody 's disturbed his bones . His fear is slowly replaced by an evil , cunning grin . He vanishes - Kincaid finds himself struggling and choking in mid - air . He drops to the ground , gasping for breath .

Thompson crawls from the shallow grave and throws the shovel aside .Ignoring him , Neil picks up the tire iron and holds it up .He jams the tire iron into the ground at the foot of the grave . It looks like a cross .Neil now hears the FAINT SOUND OF ROCK MUSIC on the night breeze .Another song snaps to life - closer to them . The Rolling Stones ' `` Sympathy for the Devil . ''

We can see Neil and Thompson through the cracked windshield of the rusted - out Chevy . The radio suddenly lights up , blaring another rock song . NEIL AND THOMPSON More MUSIC comes from all around them , blasting from the radios of long - dead autos , a cacophony of rock songs from the 50 's and 60 's . We hear the HOWLING of Wolfman Jack . THE CARS - VARIOUS ANGLES Broken headlights sputter to life . A windshield wiper near Thompson slaps madly back and forth across shattered glass . Horns honk . An exposed fan blade WHIRRS like a buzzsaw . NEIL AND THOMPSONBoth men turn to look at the burlap sack . There is a slight stirring from within . Neil hurries over and grabs the sack to throw it into the grave . THE SACK Suddenly , a skeletal hand wearing finger - razors tears through the rotted burlap and latches onto Neil 's wrist . The sack rips wide open as Freddy 's charred bones leap into life - a hideous shambling skeleton SCREAMING with unearthly rage . THOMPSON Frozen to the spot . Ca n't believe his eyes . NEIL falls back , scrambling away as Freddy 's blades slash the air inches in front of his face . WIDER Suddenly , Jesse the junkyard dog hurtles out of the darkness onto the hellish thing 's back , biting and snapping . The skeleton pulls the dog from its back , slashes its throat in one quick motion , and tosses the carcass aside . THOMPSON Something snaps in him as he glares at the skeleton .CLOSEUP - SKELETON It turns and grins hideously at Thompson . THOMPSON grabs a piece of pipe and rushes the monster .THE CREATURE meets Thompson 's rush head on , blocking the pipe and yanking him off his feet . It hurls Thompson through the air with incredible force . THE CADILLAC Thompson slams into it , impaled on the tail fin . He looks down at the metal point jutting from his chest . and dies . NEIL grabs the shovel and swings it - the skeleton ducks and slashes Neil 's ribs , ripping his shirt wide open . As Neil doubles over , the skeleton rips the shovel from his hands and smashes it solidly against his head . Before Neil can crumple , the creature straightens him up with a second vicious blow - we hear BONE CRACK . Neil falls back into the grave . The skeleton shrieks with unholy laughter and begins to shovel the loose dirt onto Neil . It tosses the shovel aside , raises its arms into the air with a victorious HOWL - and collapses into a pile of bones .

Nancy , Kristen , Kincaid , and Joey exit the boiler room , limping , battered , and bloody . They face the weird perspectives of the Elm Street halls .They start down a corridor and enter :

Eerie mannikins and an ornate three - way mirror stand in the shadows .Suddenly , there 's activity in the mirror . A wavering light . then Freddy materializes . An infinity of Freddies are reflected in the three - way mirror behind him .Freddy runs into the room , magically followed by rows of his mirror reflections .The room is suddenly filled with dozens of Freddies slashing and chasing our heroes . NANCY leaps over a wicker basket to escape a Freddy . As a second Freddy lunges , she jams a knitting needle through its throat . KRISTEN springs over a group of Freddies , catches a wall fixture , and flips across the room . KINCAID With a battle cry , he plows into the charging Freddies , bowling them over . JOEY cringes back , cowering behind the mannikins . THE MIRROR More Freddies pouring into the room . NANCY is backed into a corner , torn with slash marks . KRISTEN delivering flying kicks , but slowing down . A Freddy grabs her from behind , holding her for the others . KINCAID goes down under the sheer weight of Freddies crawling all over him , slashing . There are just too many . JOEY steps out from behind the mannikins , shaking with emotion as his friends are overwhelmed - none of them can last more than a few seconds longer . He opens his mouth and - CLOSEUP - JOEYAn incridible , deafening , universe - shaking cry . Joey has found his dream power . THE THREE - WAY MIRROR is blown into fragments . VARIOUS ANGLES All the Freddies EXPLODING into shards of hurtling glass as nancy , Kristen , and Kincaied cover their ears . JOEY finally stops . Total silence . He looks just as surprised as everyone else at what he 's done .Kincaid scoops Joey into his arms in a crushing bear hug .

TIGHT ON the open grave . A bloody , dirt - encrusted hand grasps the edge of the grave . A second hand follows . Neil Goldman slowly , painfully pulls himself out of the grave . He has an ugly wound on the side of his head and his collarbone 's broken - but he 's alive . Gasping with pain , Neil crawls to the pile of Freddy 's remains . With tremendous effort , he pushes the bones over the edge into the grave . CLOSEUP - GRAVE The bones tumble into the earthen pit .

Kristen helps Nancy to her feet as she brushes away the shattered glass of the Freddies .They embrace tearfully .Nancy turns and sees her father floating toward her , glowing in a golden nimbus of light .Nancy gazes at him , slowly comprehending .Nancy goes to embrace her father one final time .Her words are cut short as her body jerks violently . ANOTHER ANGLE - TIGHT `` Thompson '' is wearing Freddy 's glove - the razors buried in Nancy 's stomach . CLOSEUP - NANCY Her eyes wide and staring as she realizes .CLOSEUP - FREDDY/THOMPSON As Thompson 's face disappears and is replaced by Freddy 's .He jams the blades in deeper .

CLOSEUP ON Neil - using his one good hand , he grasps the bottle of holy water and uncorks it with his teeth . He presses it to his forehead and closes his eyes .He looks down at Freddy 's remains .He flicks a stream of holy water onto the bones .

Freddy , still locked in an embrace with Nancy as she dies , SCREAMS as a pattern of holes rip across his body - bright shafts of light burst through .

Another arc of holes explode across Freddy 's body . He arches back , SHRIEKING - - and Nancy slides of his blades . Kristen runs to her .

Neil holds the crucifix . He leans down and presses it against the skull .

A cross - shaped hole explodes from Freddy 's forehead - brilliant , blinding white light pours out . WIDER As Freddy staggers back , riddled with glowing holes , we see a whirlwind of spirit faces pouring from him - souls of his victims soaring out , freed at last . KINCAID AND JOEY Awestruck as they watch . FREDDY The holes expand , eating Freddy alive as his SCREAM ECHOES across the dreamscape . The shafts of light from his body merge into one white hot ball - then EXPLODES . Freddy is gone . KRISTEN cradles Nancy in her arms . Nancy is drifting toward death .She sags against Kristen . Kristen shakes her head , tears brimming .She closes her eyes and holds Nancy tight .

Three caskets are surrounded by a large number of MOURNERS . CLOSER Kristen , Joey , and Kincaid watch tearfully . Neil , wearing a neck brace , puts his arm around the kids as the caskets are lowered . CLOSEUP - NEIL He notices movement on the hilltop . NEIL 'S POV The nun stands on the crest of the hill . She turns and walks away , disappearing from view . NEIL leaves the funeral and starts up the hillside after her . HILLTOP As Neil reaches the tree where he first met the nun , he catches a glimpse of her as she dissappears behind a crypt .THE CRYPT Neil rounds the crypt - the nun has vanished . Only a simple tombstone stands at this edge of the field . Neil steps closer . THE TOMBSTONE The inscription reads : Here Lies Amanda Krueger Her name in Christ , Sister Mary Helena . Born 1907 - Died 1968 CLOSEUP - NEIL

The seasons have changed . A blanket of freshly fallen snow covers the house . A VW Rabbit with New York plates is parked in the driveway .

Kristen and Neil have finished a meal together and are sipping wine . Her hair is shorter . Neil looks thinner , a little weary .

Neil is at the door , seeing Kristen off .Kristen nods . She knew it .

Neil closes the door . He 's alone in the empty house . He turns out the lights and trudges slowly upstairs .

Neil in bed , drifting off to sleep . The tight , weary look is gone from his face - he looks peaceful , contented . PAN TO the paper mache model of the Elm Street House . It 's different now - clean and pure and inviting . A lovely little place , in fact . FADE OUT THE END

My superiors would like for me to take you alive, so that they may extricate your better half.

Not to split hairs, sir, but it was Mister Hyde who did the shattering.

You think I like being the most wanted man in Europe? Why don't you and the Order do something about it?

To you, these monsters are evil beings to be vanquished, but I'm the one left standing there when they die and become the men they once were.

Vampires, gargoyles, warlocks, they're all the same, best when cooked well.

Carl, you've never even been out of the abbey, how do you know about vampires?

No, Carl, I'm going to use yours, that's why you're coming with me.

You cursed. Not very well, but you're a monk, you're not supposed to curse at all.

Because if we kill him, anything bitten by him or created by him will also die.

Usually I ask only two, what are we dealing with, and how do I kill it?

The only way to save your family is to stay alive until Dracula is killed.

If you go out there alone, you'll be outmanned and out-positioned.

To have memories of those you loved and lost, is perhaps harder than to have no memories at all.

Vampires, werewolves, lightning in winter, this truly is a nightmarish place.

... and there are those who get to live just a little bit longer.

Anna! There is no hope for your brother, bur we can still protect others by killing Dracula.

I was told Dracula and his Brides only kill one or two people a month.

The Knights of the Holy Order know all about you, so I guess it's no surprise that you would know about me.

I'm not sure. I hope to find out someday, that's what keeps me going.

I'd say he's a size 17. About 360 pounds. 8 1/2 to 9 feet tall. He has a bad gimp in his right leg.... And three copper teeth.

This thing ... man ... whatever it is, evil may have created it, left its mark on it, but evil does not rule it. So I cannot kill it.

Your family has spent four hundred years trying to kill Dracula, maybe this poor creature can help us find a way.

A place where your master will be less inclined to expose his ... other side.

Warm pretzels, juniper bushes, ladies perfume, and rotted human flesh.

I'll find you!... I'll get you back and set you free. I swear to god.

Do they know him? Have they talked with him? Who are they to judge!?

And what of me? Did you tell them what I am to become? Did they tell you how to kill me? The correct angle of the stake as it enters my heart?! The exact measure of silver in each bullet!!

You said your father spent hours staring at this painting, trying to find Dracula's lair, I think you were right, quite literally.

LIGHTNING FLASHES across the OLD UNIVERSAL LOGO. And then a FLAMING TORCH BURNS IT AWAY and we find ourselves in the middle of an angry mob of torch-wielding PEASANTS. Crashing through a dark forest. Heading for a huge CASTLE. A BOLT OF LIGHTNING STRIKES conductors above the skylight on top of the castle. - This entire opening sequence is in BLACK & WHITE.

A PAIR OF STRANGE EYES suddenly comes alive, peering out through slits in stained bandages. A MAN spins around into a CLOSE-UP, his elegant face is covered in soot, sweat, and taut lines of exhaustion. But his eyes sparkle with an incredible intelligence, bordering on madness. This is DOCTOR VICTOR FRANKENSTEIN. He yells one of the most famous phrases in film history:Behind him, lying in a form-fitted iron pod, is a huge man, face covered in bandages. A loud CRASH spins Victor around, he runs to a window and looks out. Over his shoulder we see the mob charge the front gate with a tree trunk-CRASH! Wood SPLINTERS. But the gate holds. Victor starts to panic, he spins around and comes face-to-face with a DARK FIGURE.Victor SCREAMS in fright, then catches himselfThe Dark Figure steps forward into the flickering electrical light-show. Tall, dark, and incredibly handsome, he reeks of evil. This is COUNT VLADISLAUS DRACULA.He looks our at the screaming mob.

A pity your moment of triumph is being spoiled over a little thing like grave robbery.

Good lord ... I would kill myself before helping in such a task.

Before I would allow him to be used for such evil, I would destroy him.

Your peculiar experiments have made you ... unwelcome, in most of the civilized world.

Why do you think I brought you here? Gave you this castle? Equipped your lab?

And I do. But now that it is, as you yourself said, "a triumph of science over god," it must now serve my purpose.

Feel free. I don't actually need you anymore, Victor. I just need him ... he is the key.

If it's not the Christians, it's the Moors! Why can't they just leave us alone. We never kill more than our fill. And less than our share. Can they say the same?

Did I not say how important it was to finish with these Valerious.

There, there, my lovelies. Do not worry, I shall find another bride.

No! I have no heart. I feel no love. Nor fear, nor joy, nor sorrow. I am hollow! Soulless! At war with the world and every living soul in it! ... But soon ... very soon, the final battle will begin.

We'll have to make a special aperitif out of him. We are much too close to success to be interrupted now.

No, no, no. Do not fear me, you must not fear me, everyone else fears me.

But we must try ... we have no choice but to try .... For our own survival.

Werewolves are such a nuisance during their first full moon, so hard to control.

I send you on a simple errand, to find out who our new friend is, and you stop for a talk with your sister.

Don't wish for death so quickly. I intend for you to be quite useful.

Besides, tonight, after the final stroke of midnight, you'll have no choice but to obey me.

He proved useless. But I'm hoping with Werewolf venom running through your veins, you will be of greater benefit.

I can tell the character of a man by the sound of his heartbeat.

Usually when I approach I can almost dance to the beat.... Strange that yours is so steady.

You are the great Van Helsing. Trained by monks and mullahs from Tibet to Istanbul. Protected by Rome herself! But like me...

Oh, but it's much more than that, you and I go back a long way, Gabriel. I know why you have such horrible nightmares. The horrific scenes of ancient battles past? Do you know how you received those triangular scars on your back?

So, would you like me to refresh your memory? A few details from your sordid past?

I guess that's a conversation for another time. But before you go, let me reintroduce myself

It is clear that the good Doctor took the key to life to his grave.

I have no intention of trading you. And if I know Van Helsing, which I do, he isn't planning on making a trade either.

I'm looking for a new bride, Anna, someone strong and beautiful.

This is why you were made, to prove that god is not the only one who can create life!

You and I are part of the same grand game, Gabriel. But we need not find ourselves on opposite sides of the board.

You're being used Gabriel. As was I. But I escaped, and so can you!

I know who you are. Who controls you. Join me! Join me and I'll cut the strings that play you! I'll give you your life back!

Don't you understand!? Four hundred years ago we were friends. Partners! Brothers!

Don't be afraid, Gabriel, now I will give you back your life, your memory.

You know what he's doing in there! To the bodies of your loved ones!

The vampires only kill what they need to survive, one or two people a month. Now they will kill for revenge.

Oh, I'm no threat to him, and I'm the one who cleans up after him.

Never too late to dig graves. Never know when you'll need a fresh one.

Victor is clearly on the verge of a nervous breakdown.Victor dashes across his laboratory; the Industrial Age at its grotesque beginnings. Weird iron generators and enormous copper dynamos line the walls. Huge gears GRIND. Massive fan belts WHIRL. Electricity ARCS everywhere. Dracula is now high up in the rafters, as if magically transported.SPARKS rain down as Victor throws open a traveling chest and wildly begins packing. Dracula is suddenly on the complete opposite side of the room, pacing the mantelpiece.Victor looks up at Dracula, momentarily confused by Dracula's impossible moves.He starts packing again, bur Dracula is suddenly right next to him. He steps on the lid of the trunk and slams it shut.

WHAM! goes the tree trunk. Splinters FLY. The gate starts to give. The Crowd CHEERS. Thunder ROARS.

Victor's eyes slowly widen in horror, he starts to back away.Dracula moves in for the kill. Victor backs away towards the roaring fireplace, eyes narrowing in defiance.A despicable little hunchback with horrible buck teeth and an evil eye stares down from the rafters. This is IGOR.Igor reveals his horribly disfigured broken neck. Victor quickly reaches the mantel and grabs a sabre crossed over the Frankenstein family coat-of-arms.Dracula impales himself on Victor's sabre and keeps walking, impaling himself all the way up to the hilt, bringing the two men eye-to-eye. Victor is beyond shocked. Dracula smiles.

Yes, all is done! We're coming down to make the final attachments!

We're losing power! The human is insufficient! Accelerate the generators! Power the dynamos!

I am sorry, Master. We try and we try, but I fear we are not so smart as Doctor Frankenstein.

The stairs on the right, they lead to the black tower, that's where it is.

The Devil's tower! Devil's tower! That's where we reassembled the laboratory. Would I lie to you?

CRASH! goes the front gate. EXPLODING into splinters. Peasants and torches pour through. LIGHTNING FLASHES.

Dracula's canines glide out into razor sharp fangs, all the blood drains from his face, his hair turns pure white. Victor SCREAMS. The Count bites down into his neck. Up in the rafters, Igor scurries off through a door, slamming it behind him as Victor's SHADOW is murdered above it. Dracula drops Victor's limp body to the floor. And that's when a horrific ANGUISHED BELLOW suddenly fills the room.Dracula spins around, dropping Victor to the floor. A dynamo hits Dracula full on. He and the dynamo are flung into the fireplace, scattering flaming logs and embers. A bandaged APPARITION scoops Victor into its arms.

I have done nothing wrong and yet you and your kind all wish me dead!

If you value your lives, and the lives of your kind, you will kill me.

If Dracula finds me I am the key to my father's machine the key to life, life for Dracula's children!

Those were just from one bride, from one single birthing. And they died as they did the last time he tried. Only with me can he give them lasting life.

Free me! Let me fight! Let me die! But do not let me be taken alive!

Igor scurries our a small door outside the castle wall and closes it behind him, then he looks up over the wall to the peasants storming the upper ramparts. He cackles in glee. The door behind him suddenly bursts open. The Apparition races out, carrying Victor in its arms. It blows past Igor and heads off across the moors, heading for an old WINDMILL up on a bluff. Igor is shocked and panicked, he quickly looks up at the peasants and points to the Apparition.Igor fearfully scurries off into the shadows.

From inside the fireplace, the Count flings the massive dynamo across the laboratory. It hits a generator that blasts into a flume of sparks and fire. The Count charges out of the fireplace, his face is a burned mess, but it quickly and completely heals.

The mob charges across the moors, chasing the Apparition towards the windmill.

The mob charges the windmill. The creature slams the door shut on them, then dashes across the room, which is an old Absinthe Still. He rampages up a rickety wooden staircase.

At the top of the windmill, the creature rages through a splintering door and looks down at the crazed mob below. We finally get our first good look at FRANKENSTEIN'S MONSTER: bolts, scars, stitches, and the back of his head is made of glass, a small electrical storm is going off inside it. But the look in his eyes surprises us, he is terrified, this tremendous beast of a man is actually fearful.

Dracula's SHADOW rises up the laboratory walls and TRANSFORMS into something huge, with wings.

Frankenstein groans in fear as a thick unbroken band of FLICKERING TORCHES encircles the windmill. The SCREAMING peasants throw their torches. A noose of FLAME leaps up the walls. The Monster ROARS. Then looks off at the castle. Off in the distance, the castle's glass skylight bursts as a WINGED SHADOW explodes up out of it. High up in the dark, thunder-racked sky, THREE MORE liquid-like SHADOWS come flying through the roiling purple clouds to join it.The huge crowd flees in horror across the moors. The FLAMES have surged up the windmill and now surround Frankenstein's Monster. He looks down at Victor and hugs him tightly to his chest.Then with tears on his cheeks, he lifts a fist towards the oncoming shadows above and lets our an anguished BELLOW. And that's when the entire windmill IMPLODES. Taking the Monster and his creator down with it. The timber and the gears and the fans and all the ironwork plummet downward. A huge ball of FIRE and FLAMING DEBRIS flies everywhere. Huge billowing WINGS suddenly fly right over CAMERA, practically WIPING FRAME. They immediately become a CAPE, which wraps around Dracula as he hits the ground running. And then three billowing WHITE WINGS fly over CAMERA, and they wrap around three exorically gorgeous young women. Dracula's BRIDES: ALEERA, VERONA, and MARISHKA. Dracula staggers to a stop and stares in desperation at the flaming wreckage. His Brides are distraught beyond words: they burst into tears, wailing with inhuman shrieks. WE PUSH IN on the FLAMING windmill, belching its last sparks, then slowly DISSOLVE TO its charred remains. SUPER: ONE YEAR LATER:

The BLACK & WHITE ends, the FILM SATURATES, becoming a deep blue, and then a huge, powerful BLUR rips past the ruins. The sound it makes is incredibly deep, feral, and frightening.

Looking down through MASSIVE TREES onto a small clearing. A handsome young MAN is tied to a post, hands above his head. PRINCE VELKAN tenses at the sound of the approaching beast. And then all goes quiet. Bushes rustle. Velkan's eyes look left. A tree creaks. Velkan looks right. A branch sways. Velkan waits for the inevitable. And then, 30 feet up a tree, a massive WEREWOLF creeps out, clinging horizontally to the bark. Ten feet tall. Fangs. Claws. The works. It hunches, about to lunge. Velkan tenses.The Werewolf leaps. Velkan's hands rip loose of his bindings. He vaults himself up onto the top of the post just as the Werewolf slams into it, just missing him. The Werewolf clings to the post and looks up as Velkan leaps up and grabs a vine hanging above the post. BEHIND SOME BUSHES: Several MEN pull a lever. The vine jerks Velkan up off the pole, heading for safety, but then he comes to an abrupt stop. The look in his eyes tells us this isn't part of the plan. Behind the bushes the men are struggling with the lever.A gorgeous young woman spins around and draws her sword: she wears the sexy silk dress of a gypsy Princess, this is ANNA VALERIOUS. One of the men grabs her.Out in the clearing, the Werewolf snarls up at Velkan and starts to hunch, about to lunge up at him. Anna charges out of the bushes. The Werewolf sees her. So does Velkan.Anna raises her sword and keeps on charging. The Werewolf snarls viciously and jumps off the pole, it immediately falls through a camouflaged mesh covering the ground. Behind the bushes a man swings an ax and chops the ropes attached to the lever. Out in the clearing, a huge iron CAGE rips up out of the ground around the pole. Anna does a back-flip off the cage as it's pulled up into the air. Up on the vine, Velkan draws his silver revolver. The roof of the cage springs shut, trapping the Werewolf inside. Velkan aims down at the Werewolf, but the cage slams into him on it's way up into the trees. His revolver goes flying. Velkan and the cage are rocketed straight up into the huge trees.

Never mind that! Listen to me! I know Dracula's secret! He has mumblich nowger lochen ...

Leave her out of this, Count! She doesn't know your secret, and I am soon to take it to my grave.

I hope you have a heart, Aleera, because someday I'm going to drive a stake through it.

He used to live in this very house, four centuries ago, no one knows where he lives now.

My father would stare at that for hours looking for Dracula's lair.

You can die trying. All of my family has. I can handle this myself.

The vampires attacked in daylight, they never do that. I was unprepared. It won't happen again.

Clearly they wanted to catch me off guard. They seem almost desperate to finish off my family.

My father spent most of his life looking for answers, year after year,

And who will kill him if not me? Who will show courage, if not me?

Some say you're a murderer, Mister Van Helsing, others say you're a holy man, which is it?

I promised you a drink. The bar is down the hall, help yourself. As for me ...

They say Dracula has a cure. If there's a chance I can save my brother, I'm going after it.

And I need to find my brother! He gave his life for me! He's the only family I have left!

I despise Dracula more than you can ever imagine, he has taken everything from me, leaving me alone in this world.

Why do you do it? This job of yours, what do you hope to get out of it?

Werewolves only shed before their first full moon. Before the curse has completely consumed them ...

One of Dracula's servants. If you get the chance to kill one, do it, because they'd do worse to you.

My brother is still battling the sickness within him. There's still hope.

Vampires are the walking dead, it only makes sense that their children are born dead.

A wooden stake?! A silver crucifix?! What did you think?! We haven't tried everything before?

We've been hunting this creature for more than four hundred years. We've shot him, stabbed him, clubbed him, sprayed him with holy water and staked him in the heart, and still he lives!

Don't give me that look. I don't need your wolf's eyes undressing me...

Now they'll come for him. And neither you or I will be able to stop them.

Nothing is faster than Transylvanian steeds. Not even a werewolf Anything else, you're on your own.

"Time?" The sun sets in two hours, and we've been searching for him for more than four hundred years.

But the only way to sustain that life was by drinking the blood of others.

But he couldn't do it. As evil as Dracula was, my ancestor could not kill his own son.

That must be what my father was looking for in here, clues to the door's location.

You still don't understand. It doesn't matter what happens to me. We must save my family.

I think if you're going to kill somebody, kill them, don't stand around talking about it.

Way up in the trees, the cage slams to a stop. Velkan leaps off and lands on a branch. The cage starts crashing back and forth, the Werewolf trying to rip its way out. Ropes snap.

Down in the clearing, Anna desperately looks around, several men begin firing rifles up into the trees, Anna shoves one of them out of her way.

Another rope snaps. The cage swings widly, now hanging by a single rope.

Anna spots Velkan's silver revolver on the far side of the clearing. She runs for it. The cage suddenly SLAMS DOWN right in front of her, cutting her off from the gun. The Werewolf bursts out of the smashed cage. Anna turns and runs like hell. The Werewolf spots her and gives chase. Anna races through the foliage. The Werewolf's POV getting closer and closer. Anna runs out of the forest and almost goes over a cliff. She stops herself just short, it's a half mile to the bottom, she spins around and starts to run back into the foliage, then freezes as she sees trees and bushes thrown into the air, the Werewolf getting closer and closer. The Werewolf leaps out of the bushes, straight at Anna. Anna is suddenly shoved out of the way by Velkan. He fires his gun. The Werewolf HOWLS in pain, but manages to chomp into Velkan's shoulder and tackle him OFF THE SCREEN. Anna slams to the ground, then spins around, Velkan and the Werewolf are gone. Only the revolver remains, still smoking. Anna leaps up and looks over the edge of the misty cliff. Velkan is nowhere in sight. Anna is devastated.And then she hears something and spins around. It's the Werewolf, lying in the bushes. Anna grabs the gun, levels it, cocks it, and moves in for the kill. And that's when the Werewolf TRANSFORMS, turning into a dying OLD MAN.Anna stares down at him, horrified. The Old Man smiles.And then with the last of his energy he grabs Anna's ankle.The Old Man dies. Anna stares down at him, then looks off over the precipice. WE PUSH IN on her tear-streaked face as she shuts her eyes. Then PULL BACK as another FACE DISSOLVES UP over hers. It's a "WANTED POSTER." Wanted for murder in many countries is a MASKED MAN wearing a cloak, a cape, and a black, wide-brimmed hat. His name is VAN HELSING. A HAND rips the poster off the SCREEN and we suddenly find ourselves in: PARIS, FRANCE - RAINY NIGHT The hand belongs to a masked man in a cloak, a cape, and a black, wide-brimmed hat. In the background is the Eiffel Tower, half built. It's quiet. Too quiet. And then we hear a blood curdling SCREAM. Van Helsing's eyes don't even flinch, he calmly crumples the poster, chucks it, and moves off down the foggy cobblestone lane, his cape flowing behind him.

But now you must stop him! ... He has a terrible secret ... He has ... he has ... !

WE PAN DOWN from NOTRE DAME to a WOMAN'S DEAD BODY lying on the cobblestones in a puddle of blood, eyes wide open, looking terrified. Van Helsing steps up and gives the body the once over, studying the spoor. He picks up a smoldering cigar stub next to the body, dripping with saliva, then he freezes, eyes suddenly on the alert, he spins around and we RACK FOCUS to the top of Notre Dame. Way up on the North Tower, a huge, shadowy FIGURE clambers up the sheer wall and vanishes over an upper railing.

Van Helsing silently steps up into the belfry, which is dark and dusty and covered in religious relics. Very Gothic. Moonlight slices through the attic windows as Van Helsing glides past the massive church bell, then he freezes, every hair and muscle on his body suddenly tense. A long BEAT. And then a gigantic malformed MAN DROPS DOWN three feet in front of him, hanging upside-down from the rafters. He SNARLS viciously. This is MISTER HYDE. Van Helsing gingerly takes one step back, then pulls down his mask, revealing his handsome face for the first time.Hyde's fleshy jowls spew phlegm as he speaks, a burning cigar clamped between his rotten teeth.Hyde flips around and lands on his gnarled feet. Van Helsing sizes him up, all nine feet of him.Hyde lifts up his huge arm to show three cauterized BULLET HOLES blown clear through his biceps.Hyde starts to circle. Van Helsing does likewise.He blows a huge smoke ring at Van Helsing. Van Helsing ignores it.Hyde takes the red-hot cigar out of his mouth and crushes the glowing his palm.Van Helsing's whole mind and body to gear up.Mister Hyde laughs. Van Helsing doesn't.Hyde suddenly LASHES OUT with one of his huge hands, catches Van Helsing across the face, slams him back into a wall. Van Helsing calmly wipes the blood off his mouth.In a lightning quick move, Van Helsing draws his revolvers and FIRES. Like all of Van Helsing's weapons, they are highly stylized, yet ruthlessly functional. The sound is thunderous. As the smoke clears, Hyde is nowhere to be seen. Van Helsing holsters his guns and moves forward. Mister Hyde suddenly charges out of the darkness. Van Helsing instantly comes up with circular BLADES in each hand. He spins around and cuts Hyde across the ribs as he passes. Hyde howls in pain and, unable to stop his own momentum, crashes straight into the huge church BELL, which GONGS loudly. Hyde grabs his ears.Van Helsing moves in for the kill. His fingers start pumping the spring-loaded blades, which begin to rotate, faster and faster until they're a menacing blur of razor sharp steel. Hyde grabs the huge bell, rips it off its moorings and slams it down over Van Helsing, trapping him inside. Hyde chuckles. And then he hears the blades buzzing away inside. Hyde looks concerned, grabs the bell, and lifts it up. Van Helsing is gone, and there's a big hole carved out of the wooden floor. Hyde scowls, then hears the blades buzzing again. He looks around. Van Helsing is nowhere in sight, then he looks up. Van Helsing is crouched up inside the bell above Hyde's head. He swings a blade. Mister Hyde's left arm drops to the floor. Cut clean off. The bell crashes to the floor. Van Helsing rolls free. He and Hyde stare at the severed arm, flapping away on the floor.The huge arm TRANSFORMS into the arm of a spindly old man. Mister Hyde angrily lunges forward, grabs Van Helsing, and throws him clear up through the top of the tower.

-Four children, three goats and a rather nasty massacre of poultry. So you're the great Van Helsing.

Van Helsing explodes up through a wooden trap door and crashes down hard to the deck. He tries to get up, but he's nearly unconscious. Hyde leaps up beside him, picks him up by the back of his collar and carries him across the tower.At the edge of the tower, Hyde lifts Van Helsing up face-to- face.Mister Hyde throws Van Helsing off the top of Notre Dame. OKAY, EVERYTHING HAPPENS AT ONCE, PAY CLOSE ATTENTION: As Van Helsing plummets towards the cobblestones far below he desperately whips out a grappling hook gun, aims, and fires it upwards. The bolt shoots out, tether trailing behind it. It blows right through Hyde's belly and shoots out of his back. TIGHT on the bolt as it slows in mid-air, tether slackening, and then the serrated grappling HOOKS snap out, the tether goes taut, and the whole thing is jerked back out of FRAME. The grappling hooks slam into Mister Hyde's back. The tether goes taut. Van Helsing snaps to a stop at the end of the tether, two feet short of splattering into the cobblestones. Hyde is jerked forward, but catches himself on the ledge. Van Helsing gets to his feet, grabs the tether and yanks it. Hyde is jerked over the edge, but a single toe stops him from falling, his lone arm flails, and then with all his might he throws himself backwards. READ FASTER: Van Helsing is jerked up off the ground. Hyde stumbles back and falls off the tear of the tower, he drops down and crashes through the roof of the church. Van Helsing rockets up the side of Notre Dame, heading for the top of the tower.

Mister Hyde swings down across the great church and right into the Rose window.

The massive window at the front and center of Notre Dame explodes as Mister Hyde crashes through it. Van Helsing lands on his feet at the top of the tower and looks down. WE FOLLOW Mister Hyde down as he TRANSFORMS into a meek OLD MAN, who has one deeply disturbing moment to consider his predicament. And then he hits the pavement. Up on the tower, Van Helsing looks genuinely remorseful, his body slumps in sadness, he makes the sign-of-the cross.

Gendarmes, priests, and local denizens race up to the dead body from every direction. Then they all look up to the top of the North Tower, and are instantly terrified, several of them run away in fear.Silhouetted against the moon is our hero. The SERGEANT of the gendarm raises an angry fist.SMASH CUT TO ROME - DAWN The clock behind St. Peter's Basilica chimes as Van Helsing trots his black stallion across the enormous Piazza San Pierro, lined with Bernini's magnificent colonnades. SUPER: VATICAN CITY:

Gregorian CHANTING can be heard as Van Helsing strides through the greatest church in all Christendom.

Inside an ornate confessional, Van Helsing drops to one knee.Knowing what's coming, Van Helsing grits his teeth. A tiny partition door slams open. Through the wooden mesh we see CARDINAL JINETTE, a tough old bird with piercing eyes.The Cardinal leans in and lowers his voice conspiratorially.Van Helsing gets up to go. The Cardinal pulls a lever. Bolts on Van Helsing's door lock shut. The Cardinal leans in, all fire and brimstone.The Cardinal pulls another lever, a series of gears slides the back wall open, revealing a secret hidden staircase.

Thirteenth-century. Over six hundred years old! I wish you a week in hell for that!

Don't get me wrong, your results are unquestionable, but your methods draw far too much attention. "Wanted posters"? We are not pleased.

When we found you crawling up the steps of this church, half dead, it was clear to all of us that you had been sent to do God's work.

Don't blaspheme! You already lost your memory as a penance for past sins.

If you wish to recover it, I suggest you continue to heed the call.

Governments and empires come and go, but we have kept mankind safe since time immemorial.

We are the last defense against evil. An evil that the rest of Mankind has no idea even exists.

For you, my good son, this is all a test of faith. That is why you have no idea who you are or where you came from.

Say you met God, and he set you on a task, you would have no fear because you would know that God was with you, but if your memory of meeting God were lost, then every day would be a test of faith.

We need you to go to the east, to the far side of Romania, an accursed land, terrorized by all sorts of nightmarish creatures.

Four hundred and fifty years ago a Transylvanian knight named Valerious the Elder promised God that his family would never rest, nor enter heaven, until they vanquished Dracula from their land. They have not succeeded, and they are running out of family.

Boris Valerio us, King of the Gypsies, he went missing almost one year ago. His son Velkan died just last week.

Princess Anna, the last of the Valerio us. If she is killed, nine generations of her family will never enter the gates of St. Peter.

For more than four centuries this family has held down our left flank. They gave their lives, we cannot let them slip into purgatory.

The old knight left this here four hundred years ago. We don't know its purpose, but he would not have left it lightly.

In Latin inscription translates as: "In the name of God, open this door."

I think that in Transylvania, you may find the answer you seek. . . .

The Cardinal and Van Helsing enter an enormous underground ARMORY, bustling with action, lots of steam and fire.Beneath the giant blast furnaces we see JEWISH RABBIS working the billows, HINDU PRIESTS stoking the fires, and MUSLIM CLERICS hammering red hot scimitars on anvils.Van Helsing's eyes fill with torment, reliving past moments:Van Helsing gives him a look. The Cardinal smiles knowingly.Van Helsing sighs heavily, we see the weariness in his eyes, the weight of his calling pressing down upon him. The Cardinal snaps his fingers and the LIGHT DIMS. A Rabbi turns on a SLIDE PROJECTOR and starts clicking slides, showing the way from Rome to Eastern Europe.A slide of a handsome GOTHIC PRINCE comes up.Van Helsing's interest is immediately piqued.Then a slide comes up showing a painting of an old fifteenth- century NOBLEMAN, his suit of armor covered in holy crosses, his name emblazoned on silver below it: VALERIOUS THE ELDER.Several grainy black-and-white slides of a FAMILY come up. A burly old KING and young Prince Velkan.Van Helsing gestures to Anna, riding her horse.The room FLOODS WITH LIGHT. The Cardinal faces Van Helsing.An old Muslim Cleric steps up and hands something to the Cardinal. The Cardinal holds it up for Van Helsing. It's a TORN PIECE OF PAINTED CLOTH encased in a strip of glass.Van Helsing stares at it. Painted on the cloth is PART OF A LATIN INSCRIPTION.And then a look of confusion washes over Van Helsing's face. In the corner of the cloth is an INSIGNIA in the shape of a DRAGON. Van Helsing holds his hand up next to the insignia. On Van Helsing's hand is a RING with the exact same DRAGON INSIGNIA. The Cardinal sets his hand on Van Helsing's arm, fatherly.On Van Helsing's look WE CUT TO:

Van Helsing strides through a huge blast of steam. An extremely earnest little Friar scurries up, this is CARL.Van Helsing doesn't even slow down. Carl shakes his head.Van Helsing scowls under his breath. Carl smiles.Van Helsing is suddenly attracted to some swords coming out of a flaming forge. Carl grabs him and pulls him away.A huge, beefy, Buddhist Monk covered in sweat steps out from behind the forge, staring daggers at Carl.Carl grabs some items off a shelf and stuffs them into Van Helsing's arms:Van Helsing watches some Spanish priests fire a Gatling gun.Carl looks at Van Helsing like he's talking to a child.He gestures to a collection of manuscripts by Socrates, Copernicus, Da Vinci, and Galileo, then steps up to a glass OVEN where sticks of dynamite are dripping sweat into vials.Carl sticks his pinky into a vial and then flicks a drop of the dynamite sweat against a wall, the drop bursts into a large ball of flame. Several of the startled clergy YELL OUT:Carl grabs a strange-looking CROSSBOW :and hands it to Van Helsing, it's covered in little iron pumps and copper tubes.Carl doesn't get sarcasm.Van Helsing picks up a very odd-looking CONTRAPTION.Carl scurries on as Van Helsing follows.Carl hefts two huge duffle bags filled with weaponry into Van Helsing's arms.He shoves the huge duffle bags into Carl's arms.Van Helsing turns and heads off through the flaming forges. Carl, carrying the huge duffle bags, staggers off after him.A blast of STEAM fills FRAME, and then the CAMERA is suddenly flying through CLOUDS ....

You killed him, didn't you? That's why they get so annoyed. When they ask you to bring someone back, they don't mean as a corpse.

Ah! Right. You're in a mood. Well, come on, I've got a few things that will put the bit back in your mouth.

Rings of garlic, holy water, a wooden stake, a silver crucifix ...

They are not all the same. A vampire is nothing like a warlock. My granny could kill a warlock.

Gas propelled, capable of catapulting bolts in rapid succession at tremendous velocity. Just pull the trigger and hold on.

I've heard the stories coming out of Transylvania, trust me, you'll need this. A work of certifiable genius.

I've been working on that for twelve years. It's compressed magma from Mount Vesuvius with pure alkaline from the Gobi Desert. It's one of a kind.

I didn't say that. I said I don't know what it's for. What it does is create a light equal to the intensity of the sun.

I don't know. You could blind your enemies. Charbroil a herd of charging wildebeest. Use your imagination.

Actually, I'm still just a friar, I can curse all I want ... damn it.

... so you can remember everything about your life from the last seven years, but nothing before that?

What are we doing here? Why is it so important to kill this Dracula anyway?

Even a man who is pure in heart, and says his prayers by night, may become a wolf when the wolf-bane blooms, and the moon is shining bright.

Or crave another's blood when the sun goes down, and his body takes to flight.

... and then the painting came alive and the two creatures attacked each other.

Where are you going to go? I don't know if you've looked in the mirror lately, but you kind of stick our in a crowd.

According to the books, you wont turn into a werewolf until the rising of your first full moon, two nights from now, and then you'll still be able to fight Dracula's hold over you until the final stroke of midnight.

Oh ... well, urn, that still gives us forty-eight hours to find a solution.

So in situations like this, do we have a solid plan? Or do we just improvise?

Even if you do somehow kill Dracula... Rome orders you to destroy Frankenstein as well.

They want you to destroy him so he can never be used to harm humanity.

Dracula cannot bring his children to life until the sun sets. We still have time.

That Count Dracula was actually the son of Valerio us the Elder.

Oh, uh, right. Well, it all started in 1462, when Dracula was murdered.

Anyway, according to this when Dracula died he made a covenant with the devil.

Your ancestor, having sired this evil creature, went to Rome to seek forgiveness from God, that's when the bargain was made, Valerious the Elder was to kill Dracula in return for the eternal salvation of his entire family, right down the line all the way to you.

So he banished Dracula to an icy fortress, sending him through a door from which there was no return.

I don't know, but when the old knight couldn't kill his son, he left clues, so that future generations might do it for him.

Look! A Latin inscription. Maybe it works like that painting in the tower.

Don't worry, we're behind you ... not right behind you, but behind you.

Do we have a plan? It doesn't have to be Wellington's at Waterloo, but some sort of plan would be nice.

Well, as grateful as I am to be out of the cold, that doesn't seem like a good thing.

Yes, but if one ever had the will to turn on him, he'd need a cure to remove the curse and make it human before it bit him.

When the bell begins to roll midnight, you'll be able to kill Dracula, we just have to find the cure and get it into you before the final stroke.

You go ahead and grab it. If there's one thing I've learned, it's never be the first one to stick your hand into a viscous material.

The CAMERA rips out of the clouds and dives down between two craggy mountain peaks, revealing the strange village of VASERIA nestled in the heart of a creepy valley. The CAMERA whips down into the village and crests the rooftops, as it lands next to a chimney, three WHITE WINGS drop down around it and TRANSFORM into familiar gowns. The CAMERA holds on the village square below, bustling with activity. Aleera trembles with anticipation.Marishka pours.Verona gives her a condescending look.

Don't play coy with me, Princess, you're just like all the other pretty little ancestors in your family. Saying you want to destroy my master, but I know what lurks in your lusting heart.

You killed Verona. If the Master was capable of love, he would have loved her very much. As for me ...

Tomorrow night is All Hallow's Eve! Here in Budapest there is a wonderful masquerade ball.

It's the little things in life that I love. Like that last look in my victim's eyes just before they die.

Be happy in the knowledge that I shall weep over your dead body.

Your blood shall make me even more beautiful. What do you think of that?

Be happy in the knowledge that your blood shall keep me beautiful.

Wearing hoods, heads down, Van Helsing and Carl move through the vicious-looking crowd. Carl whispering to Van Helsing.Van Helsing's keen eyes are busy casing the locals.Carl suddenly notices what Van Helsing has already taken in, the villagers have been sneaking suspicious glances at them.Van Helsing gives him a look. Top Hat steps up to them.All the villagers suddenly have knives, machetes, and pitchforks in their hands, and they're all staring at Van Helsing and Carl. Carl nervously whispers to Van Helsing.A pair of RIDING BOOTS step up onto the well in front of them. It's Anna, she gestures to the two men.Under the hat, we see Van Helsing's eyes taking her in.Top Hat pulls out a measuring tape and starts measuring Carl.Several village men move forward. Van Helsing glares at them.The men stop in their tracks, their resolve ~ wavering in his glare.All the villagers raise their weapons and start to close in.Van Helsing whips the crossbow out from behind his back, the bow snaps out aimed right at Anna. Anna reacts and ducks, REVEALING the three brides flying in formation right behind her, coming right at her. The brides are now HUGE, WHITE VICIOUS BATS FROM HELL, we know it's the brides because their faces are very distinct within the composition of the creatures. Van Helsing fires. Three bolts. The brides split up as the bolts whiz past, just missing them. The white spectres swoop up over the rooftops and around the Byzantine church spire.All hell breaks loose. The bats rocket around the square, ripping doors and shutters off their hinges, blowing tables and chairs end-over-end, throwing people ass-over-teacups.Van Helsing keeps firing, trying to get a bead on them. Aleera swoops down, heading for Anna. Anna sees her coming and leaps off the well, right onto Van Helsing, they crash to the ground. Van Helsing looks at Anna sprawled across him.Anna is suddenly ripped up off of him by Marishka. Van Helsing bounds up onto the well, leaps out and grabs Anna.The two of them drop free and hit the ground. Anna lands on Van Helsing, her thighs straddling his face. He grabs her and rolls her to the ground.She grabs him and rolls him to the ground.Anna instantly leaps up and runs. Van Helsing gets up to go after her, then spots his crossbow through the trampling crowd. Verona and Marishka fly up over the rooftops.Van Helsing grabs his crossbow and spins around to see Aleera and Verona flying through the chaos, tossing peasants out of their way, chasing Anna. Van Helsing dashes across the square, he fires again, sending Aleera scattering.Carl races forward, pulls out a clip and throws it to Van Helsing. Van Helsing catches it just as Marishka swoops in on him. Van Helsing dives to the ground in the nick of time. Marishka's clawed feet end up grabbing a cow, she lifts it into the air and pitches it through a second-story balcony. Van Helsing leaps up, slams the clip home and spins to see Anna racing across the far side of the square, Verona still on her tail. Van Helsing shoulders the crossbow and fires, multiple bolts, rapid fire, tremendous velocity. Dozens of arrows rip into the storefronts all around Verona and Anna. Anna leaps over some crates as Verona swoops over her, just missing her. Verona grabs a running man and lifts him up into the air. The man screams in horror. Verona just smiles.Verona bites into his neck. Top Hat cackles at this from behind a rack of coffins. Anna leaps up from behind the crates, dozens of arrows are imbedded everywhere. Anna gives Van Helsing an angry look.The whole square suddenly goes dead quiet. The brides are nowhere in sight. All the villagers are hunkered down, looking around. Van Helsing gives Anna a questioning look. She nods upwards.Van Helsing sees a sliver of SUN shining through the clouds. Then he hears a loud SPLASH. He and Anna turn and look at the well. They move in on it, weapons drawn. They peer into the well. Above them, the clouds cover the sun. Carl reacts.Too late. Aleera rockets up out of the well. Van Helsing is blown back as Aleera grabs Anna and flies up into the air. Van Helsing leaps up and aims, but he can't get a clear shot. Anna's boots skim the rooftops. She reaches down with her free hand, withdraws a SWITCHBLADE from an ankle strap, flicks it open and slashes Aleera's ankle. Aleera SHRIEKS with a mouth filled with fangs, then throws Anna into the air. Verona swoops in and grabs her. The blade goes flying. Van Helsing tracks the huge bat with his crossbow, then fires a single shot. The lone arrow impales Verona's foot, she SHRIEKS in pain and rage. Anna drops free, falls onto a rooftop and tumbles down. She manages to grab a gutter forty feet up and dangle precariously. She leaps off the roof, flips through the air, lands upside down on the side of a tree, then jumps the rest of the way to the ground and runs like hell. And that's when Carl sees something.Van Helsing pivots in time to see Marishka coming right at him. He fires. A half dozen bolts peg into Marishka. She spirals wildly across the square and crashes straight through the side of a building.

Anna sprints into a house, slams the door shut, bolts it tight and turns to go. Aleera's face is right in front of her, dangling upside down from a ceiling beam, she licks her bleeding ankle and smiles coquettishly.Anna is clearly afraid, but trying to hide it as she slowly backs away.Aleera flips off the beam and lands between Anna and the door. Anna backs away into the living room as Aleera closes in for the kill.Aleera throws a casual UPPERCUT, launching Anna like a rag- doll through a closed window.

Anna crashes through the shattering window, lands catlike on the ground, and launches herself down an adjacent alley.

Van Helsing and Carl creep towards the building that Marishka crashed though. From inside they can hear sobbing.Van Helsing slowly moves towards the building, crossbow shouldered. The front door suddenly blows open. Marishka blasts out and BACKHANDS Van Helsing fifty feet through the air. His crossbow goes flying. Marishka wings around the square, arrows imbedded in her chest and face. Carl dives out of her way as she rips the arrows our, one by one, then lands on a balcony and TRANSFORMS back into a beautiful girl. Van Helsing rolls over in time to see Marishka's wounds COMPLETELY HEAL. Carl leaps up.Van Helsing looks at him. Carl throws a familiar steel and glass bottle.The bottle flips through the air, Verona suddenly swoops in and snatches it. She throws it into the well and looks at Marishka.Then she flies off. Marishka looks at Van Helsing and smiles.Van Helsing looks over at THE CHURCH. WE CRASH ZOOM across the square to a TIGHT SHOT of a basin of Holy Water. Then WE WHIP PAN onto Marishka, she looks from the Holy Water to Van Helsing. His eyes. Her eyes. Both of them are gearing up.

Anna careens into a pub and skids to a stop. Aleera is casually sipping a glass of very red wine. A man lies dead across the bar next to her. Anna spins around, but Verona is now right behind her.She starts to move in for the kill. Anna stumbles back into a wall, cornered.Verona just smiles pleasantly and licks her lips.

Van Helsing looks at his crossbow, half way between him and Marishka. Marishka leaps up onto the balcony railing, her arms out, ready to take flight, daring him to make the first move. Van Helsing goes for it. Racing for the crossbow. Marishka leaps out and TRANSFORMS into a huge bat. Van Helsing dives and rolls as Marishka swoops over him. Van Helsing leaps up with his crossbow.

Verona opens her mouth, her canines distend into horrible fangs. Anna throws a punch. Verona grabs her hand, lightning quick, and forces Anna to her knees. Aleera steps up.Verona nods her consent. Aleera bends down for the kill.

Van Helsing runs like hell for the church. Marishka plunges down into the square, laughing wildly. Van Helsing makes it to the basin and slams the tips of his arrows into the water. Marishka rockets right at his back, claws and fangs extended. Van Helsing spins and FIRES. Bolts from the crossbow strafe into the rocketing bat, only this time Marishka SHRIEKS horribly, accompanied by the sound of sizzling flesh. She spirals up and SLAMS into the middle of the church spire.

Verona and Aleera both SCREAM. Anna is blown across the pub by a shock wave of wind as the brides become bats.

Van Helsing pivots as the two spectres crash up through a rooftop and fly into the air, he aims to fire, but they quickly fly off, WAILING insanely. Van Helsing steps back from the church and looks up. The dying bat is pinned to the spire by the arrows in it's chest. The crowd goes quiet, staring up as the hellish thing slowly TRANSFORMS back into a gorgeous young girl. Marishka glares down at Van Helsing and hisses, then DECAYS into molten rot, shrieking all the way. Carl looks over and notices the cow, standing on the second floor balcony, looking confused. As the villagers crawl out from under all the wreckage, some of them start pointing accusing fingers at Van HelsingNow Carl is confused.Top Hat steps up with an amused smile.The angry villagers move in with their pitchforks and machetes. Carl looks back at Van Helsing.Top Hat smiles politely and tips his hat at Van Helsing.And that's when Anna steps up.A MURMUR washes over the Transylvanian crowd, but unlike with the French, it is in admiration, not fear.Anna gives Van Helsing a nod.Van Helsing gives her a hard look back.Anna is momentarily ruffled by this, then she laughs.She gives the handsome rogue an appraising look.

TIGHT ON a DRAGON INSIGNIA, like the one on Van Helsing's ring. Carved into an open COFFIN covered in snow and ice. The snow and ice suddenly melt into STEAM as Dracula rises up out of it.We are deep in the bowels of a thirteenth-century fortress. It's like nothing we've ever seen before. Everything is covered in a thick permafrost. Great icicles hang down from the ceiling. Icy stalagmites rise up from the floor. With weird, feral movements, Dracula jerks himself out of his coffin and walks up an enormous pillar. As he passes ancient candelabras, the candles mysteriously ignite.Dracula walks UPSIDE DOWN across the forty-foot-high ceiling.He comes face-to-face with Verona and Aleera, hanging from a beam by their feet, cradled in each others arms, sobbing.The brides wail in anguish, Dracula's demeanor changes on a dime, from anger to sympathy.The brides are appalled.His demeanor changes on a dime again, he smiles curiously.Dracula jumps the forty feet to the ground with ease. The huge SHADOW of a Werewolf prowls across the wall behind him, a chain around its neck. Dracula smiles at it.Both brides immediately panic and leap off their perch, drop the forty feet and land next to Dracula.The brides cower in fear. Dracula is immediately horrified, as if he hurt a little child, he envelops them in his cape.The brides calm down and begin to purr in his grasp.Dracula inhales, smelling his brides, but his reverie is broken by the roar of the Werewolf. Behind them, the werewolf's shadow is being poked by a long stick held by a HUNCHBACK'S SHADOW; the poking is accompanied by the sound of electric shocks.The creepy hunchback himself scurries up, slipping across the ice, carrying a ten-foot-long electric cattle prod.Dracula looks up into the rafters.A large gang of vile little DWERGI are perched along the beams. German Gothic trolls, short and squat, with weird masks and goggles that completely hide their faces.

A huge door is thrown open, revealing the Valerious ARMORY. Four centuries' worth of nasty weaponry in cases and racks. Anna charges in, a woman on a mission.Van Helsing is all business.She gestures to a huge oil PAINTING covering an entire wall, a rich and fantastical MAP OF TRANSYLVANIA.Anna grabs a sword, an iron mace, and some throwing stars.Anna spins on him, angry.Anna straps on a metal chest plate and spiked gauntlets.On that, Van Helsing looks at Carl, admiring the weaponry.Van Helsing keeps staring at Carl. Carl looks confused.Van Helsing doesn't even bother to respond. Carl quickly heads out.Anna grabs a scabbard, straps it on and heads for the swords. Van Helsing blocks her path.Anna laughs this off and moves forward. Van Helsing closes the gap between them, inches from her eyes.Anna stares up into his dark eyes.A slight smile creases Anna's beautiful face.Anna grabs a sword and slams it into her scabbard. Van Helsing watches her.And she means it. She grabs a vicious-looking helmet, black- on-black with sharp metal flanges. Van Helsing stares at her respect for her growing.She turns to Van Helsing, her convictions rock solid.She slams her helmet on and starts to charge out. Van Helsing grabs her arm, spins her around and blows a blue powder into her face. Anna falls back into a wall, out cold. Van Helsing grabs her in his arms before she falls to the floor.

Manor Valerious spikes up into the dark sky, where menacing clouds roil across a FULL MOON. The MUSIC tells us we're building to something very scary.

Anna is waking up on her bed, her clothes are on, but her armor and weapons have been removed. She suddenly sits up and CURSES in ROMANIAN, then leaps out of bed.She leaps out of bed and storms for the door.

Except for the RAIN splattering against the windows and the ominous music, it's quiet, very quiet, as Anna storms down the hall. Suddenly, something CREAKS. Anna freezes. The sound came from behind a door. Anna opens it and enters.

Anna steps into the armory and angrily looks into the dark.Another CREAK. Coming from somewhere in the cases. Anna is suddenly on the alert, her eyes scan the gloom. She grabs a lantern out of a sconce and moves into the racks. Another CREAK. Anna stops and cocks the lantern back, whoever it is, she's going to let them have it. Then she moves on, and then slowly peaks around a corner. It's just an open window, the wind and rain forcing the shutter to creak against the wall. Anna breathes a sigh of relief. Steps over and closes the window, the FULL MOON glows outside. And then she sees WET PAW PRINTS on the floor, her breath hitches. Her eyes follow the paw prints, which vanish out in the middle of the floor. HIGH ANGLE POV: A single eerie musical note signals the presence of something evil, looking down on Anna. Anna instantly knows she's in trouble, starts backing away, breathing harder, she grabs a spiked mace. The POV slowly glides across the ceiling, following her. Anna feels the presence, but she doesn't know where it's coming from, she spins around. Nothing's there. She moves on, quicker now, weaving through the cases of weaponry. Then she hears a LOW GROWL and freezes, trapped in the middle of the armory, she cocks her arm back. A long terrifying beat. And then a single drop of rain drops down onto her cheek. Anna looks straight up. It's a Werewolf Fangs. Claws. Fur. Dripping wet. Dangling from a beam above her, staring down. It ROARS. Anna runs like hell, past a window. WE HOLD on the window to see dark clouds completely cover the full moon. Anna rounds a corner and slams into someone. She screams and starts to swing the mace. VELKAN grabs her arm. Anna is shocked.Velkan has lost control of his mouth. And that's when Anna notices that his clothes are torn to shreds. Anna recoils. Velkan's body starts to spasm and jerk, he lurches STRAIGHT UP THE WALL. He desperately forces his head to turn and look out a window. The roiling clouds suddenly clear and reveal the full moon.But Anna is frozen in place, staring at her brother, ten feet up the wall, who now TRANSFORMS into a Werewolf. The front door bursts open. Van Helsing charges in. Guns drawn.The Werewolf looks out over the cases, sees Van Helsing enter the room. The Werewolf throws itself through the balcony doors. Shattered glass and rain scatter around Anna as Van Helsing runs up.She's too shocked to answer. He races out onto the balcony and looks down.

The Werewolf scampers horizontally across the side of the manor. It leaps off, splashes down into the river and heads into the village.

The armory door crashes open. Van Helsing spins back into the room. It's Carl. He sniffs the air.Van Helsing holsters his revolvers and strides for the door.Carl scrounges around in his frock and pulls out a bandolier filled with gleaming SILVER BULLETS. He tosses it to Van Helsing, who catches it and slings it over his shoulder. Anna snaps out of her shock and runs after Van Helsing.Van Helsing slams the door shut behind him. We hear something slam onto the opposite side. Anna runs up and struggles with the door, but it's jammed tight. She is not a happy camper.

Van Helsing quietly stalks the labyrinthine streets of the village, chambering rounds of silver bullets, on the hunt. The only sound is the muffled revelry coming from pubs. Van Helsing suddenly senses something and spins around, guns up, scans the darkness, inhales deeply, then smiles.A FLASH OF FUR suddenly explodes out of a distant alley, and then in a blur of incredible speed, dodges back and forth across the street, from doorway to doorway, getting closer and closer, always hidden or one step ahead of Van Helsing's gun barrels. It vanishes into an alley twenty feet in front of him. Van Helsing starts to back away.

Van Helsing spins around a corner and slams his back up against a wall, waiting to be followed. Once again it's quiet, too quiet. And then something slams into the wall right next to him. Van Helsing whips his gun up into Top Hat's face. The "something" that hit the wall was a coffin. Top Hat smiles down the barrels, then tips his hat.He heads into the graveyard.Van Helsing follows, guns up and ready.Top Hat sticks his shovel into a fresh grave.Van Helsing hears something and turns around, his eyes scan the darkness. Behind him, Top Hat raises his shovel and swings it down at Van Helsing's head. Van Helsing spins around and grabs it just before it smashes into his face. Top Hat is terrified. Van Helsing is furious. Then Top Hat's eyes swivel just a hair. Van Helsing sees it and ducks. The blur of fur is exploding out of the darkness behind him. Top Hat takes the full impact of the beast and is launched sixty feet down the alley. He's dead even before he and the Werewolf hit the light-post. Van Helsing whirls around. Sees the dazed Werewolf stagger to it's feet. Van Helsing's guns come up. He has the creature in his sights. He squeezes the triggers.Anna comes out of nowhere and knocks the guns up. They FIRE. Blasting the light on the light-post. The Werewolf hauls-ass around a corner. Van Helsing charges after it, races around the corner in time to see the Werewolf dart off into the dark forest. Anna runs up beside him. Van Helsing rums, grabs her by the throat, and pins her to a wall, furious.His grip is so tight she can't breath.He loosens his grip only slightly.Anna stares at him, the look in his eyes terrifies her, but she still won't reveal what she knows.Van Helsing stares at her, then he lets her go. Anna grabs her throat and sucks air. As his fury abates, Van Helsing looks back at Anna.Anna looks at him, surprised.Now it's Anna's turn to be furious.She starts to storm off. Van Helsing's arm shoots out and stops her.Anna looks at him, tears in her eyes, heartbroken.She slumps back against the wall, drained. Van Helsing's face softens, an understanding coming to him.He shakes his head with a sigh, then lowers his arm.

I don't understand, the man who lived here was killed a year ago along with a hideous creature he created.

Strangled by a thick mesh of vines and creepers, Castle Frankenstein has somehow grown even more ominous over the last six months. The sky swirls with dense clouds. Lightning flashes. Thunder cracks. But inside, all is dark and quiet.

A little, gloved Dwerger HAND slams a huge switch down. The laboratory sparks to life. Brilliant arcs of electricity shoot up and down the walls. The massive dynamos, generators, gears, and fan belts kick in. The Dwergi are feverishly preparing the equipment. A flash of lightning attracts Dracula to the shattered skylight.Igor looks down from the skylight, rain lashing his twisted little body, heavy wind practically blowing him off his feet.The Werewolf glides in through a fissure in me granite wall, its eyes fixed on Dracula. Dracula purposefully ignores it.The Werewolf TRANSFORMS back into Velkan, bent over in agony. Dracula strides majestically past him.Dracula steps up to a filthy iron POD, form-fitted for a very large human body. Inside the pod is a BURNT CORPSE.Dracula unfastens the metal straps holding the corpse in.He rips the corpse out of the pod and throws it down in front of Velkan.Velkan stares at it, stricken.Dracula grabs Velkan, lifts him up off his feet and slams him into the pod. Igor barks orders at several of the Dwergi and they quickly strap Velkan tight to the pod.Dracula grabs a rusty metal SKULLCAP and slams it down onto Velkan's head. Wires and electrodes spring from the skullcap and attach to the dynamos. Velkan struggles to the last.

Van Helsing and Anna are trotting their horses down a snowy country lane, eyes scanning the forest and the road.She looks over at Van Helsing, curious.Anna smiles. Van Helsing smiles back. And that's when they both spot something on the ground. They halt their horses, leap off and run to a spot on the road. Anna beats him to it, her hand lifts up a long coarse hair.They look off into the distance. Castle Frankenstein looms over the countryside lit up by lightning from without and huge arcs of electricity from within. Van Helsing and Anna quickly pull their horses towards a decrepit old barn next to the castle.They strap their horses to a post, then step across the snow and up to the edge of the barn. Lightning flashes as they look out at the castle past the battered front gate to the spectacular arcs of electricity flashing out of the windows.Anna just stares out at the hideous castle.Van Helsing looks at her, she doesn't return the look, lost in thought, wistful.Van Helsing feels for her. Anna starts for the front door, Van Helsing grabs her and pulls her back.He gestures as a flash of lightning reveals a dozen corpses tangled in the foliage around the front door.He pulls her off towards the back of the castle.

Van Helsing and Anna creep down a huge Gothic foyer, their boots quietly splash through brackish water covering the floor. Suddenly, at the far end of the hall, something small scurries past. Van Helsing lifts his shotgun tight to his shoulder. Anna nods knowingly.Another little Dwerger steps into view. Van Helsing lowers his shotgun to hip height. The Dwerger YELLS IN ROMANIAN up to someone above him. Anna turns to Van Helsing, stricken.Van Helsing grabs her, hushed:She stares at him, filled with fury and desperation and sorrow. Van Helsing's sympathetic eyes pierce into her. Thunder rumbles.

LIGHTNING FLASHES as the Dwergi move like monkeys around all the equipment. Everything is starting to accelerate. Dynamos CRACKLE. Pulleys WHIRL. Electrical arcs FLASH. Dracula turns a flywheel. The pod with Velkan inside it rises up off the floor, heading for the skylight high above.

As Van Helsing and Anna come around a huge stone column their faces fill with disgust. Hanging from the ceiling, rafters, and beams are dozens of gooey white maggot-like COCOONS, about the size of watermelons. DRIPPING SLIME.Anna shakes her head, revolted.Van Helsing steps up to one and ponders it.He looks at Anna and cocks an eyebrow. Anna is shocked, she looks out over the cocoons.Van Helsing checks out an electric wire sticking into the cocoon, then notices wires sticking out of all the cocoons.All the wires wend their way up the massive stairs and into the flickering laboratory far above.He snaps open his shotgun and smashes open a box of SHELLS. TIGHT on the box of shells MARKED: SILVER NITRATE.He lets the thought finish itself and starts pumping shells into the shotgun.

Dracula steps up to a huge vat of neon green liquid, he slams the hatch shut and dogs it tight.Igor and the Dwergi lower blast shields over their heads, then clamber up the towering scaffolding to various power stations. The weather is getting ferocious. Gusts of RAIN whip down from the shattered skylight, backlit by blinding LIGHTNING and accompanied by explosive THUNDER.

Van Helsing's fingers dig into one of the cocoons. He pulls out a handful of the dreadful white goo and flings it to the floor. He goes for another handful.

A BOLT OF LIGHTNING STRIKES the conductor above the pod, then courses through Velkan's body. Mercifully, we can't hear him scream because one of the straps covers his mouth. A flash of energy shoots down wires and into the castle.

The flash of energy rips down all the electrical wires and starts them jumping like scalded snakes. Van Helsing watches this, then continues digging a hole in the cocoon, his hand suddenly reveals the repulsive little humanoid face of a PYGMY BAT. It has huge, creepy, lidless eyeballs covered in veins, a hairy pig snout, mottled greenish skin, and a gaping maw filled with rows of tiny, razor-sharp fangs. Even with it's eyes open it's obviously lifeless. Anna looks sickened. Another flash of energy rips down all the electrical wires. And that's when the creepy little thing SNAPS TO LIFE and HISSES. Anna SCREAMS. Van Helsing palms her mouth and pulls her tight. All the cocoons begin PULSING with some sort of repulsive inner life. High above, Dracula, Verona, and Aleera stride out of the flickering electrical light show and onto a balcony. Van Helsing and Anna quickly back off into the darkness. A third flash of energy rips down all the electrical wires. All the cocoons begin QUIVERING WILDLY, shocked into animation. The pygmy bat revealed by Van Helsing suddenly EXPLODES out of it's cocoon. It darts up into the rafters. More cocoons explode open, spraying walls and pillars with gooey white slime. The putrid little things fly around the foyer. Their CHITTERING becomes deafening. Dracula smiles at his Brides.Dracula shoves Aleera and Verona off the balcony.The two Brides drop through the air and then TRANSFORM into giant bat form. They fly and cavort with their offspring. Dracula points out the windows and YELLS to his spawn:Van Helsing whirls out into the foyer.All the windows in the foyer suddenly SHATTER as the brides and their winged vermin start to fly through them. And that's when Van Helsing OPENS FIRE. Pumping controlled bursts, the silver nitrate flashing weirdly. Several of the hideous things are hit. They BURST INTO BLACK GOO. Dracula looks down, insanely furious, all he can see is the silhouette of a man in the foyer far below him. Van Helsing slams his shotgun into a holster strapped across his back.Needless to say, Dracula goes nuts. He screams in rage and leaps off the eighty-foot-high balcony. Van Helsing sprints hell-bent-for-leather back down the foyer. We don't get to see what Dracula has transformed into, but the sound and fury of his wings is tremendous, creating a huge wind that throws everything around and almost knocks Anna off her feet as she leaps our from behind a stone column and races up the staircase, heading for the laboratory.

The Valerious tower bedroom looks like it's been ransacked by a librarian. Ancient artifacts, strange relics, and spiritual texts are arranged symmetrically around a huge CANOPY BED. A flicker of lightning illuminates Carl, wide-eyed as he reads from an elaborately inscribed SACRED LATIN TEXT.And then he hears a horrible CHITTERING. Carl runs to a window and looks out. From this distance, it looks like flying monkeys winging their way over the dark countryside. Carl stares in horror, then turns and runs out of the room.

Back in the foyer, the sound and fury and wind dissipate. Then WE CUT TO Dracula's POV, a creepy blueish NIGHT-VISION, scanning the foyer. Van Helsing is nowhere in sight. WE TRACK a huge WINGED SHADOW across a wall, it transforms into the shadow of a man. Dracula steps into FRAME.He puts his hand to his ear, we can hear the sound of a HEARTBEAT.

Anna withdraws her sabre as she creeps into the laboratory. The Dwergi are frantically scurrying about. Igor yells above the cacophony of the machinery and the weather.Anna notices the pod high above the shattered skylight. Another bolt of lightning strikes it. One of Velkan's arms suddenly breaks loose from the straps and flails wildly.

Several men and a comely BARMAID dash out of a pub and join dozens of other peasants into the square, staring up into the storm racked skies at the approaching winged vermin.Carl comes racing around the corner.He grabs the Barmaid and yanks her out of frame as the hideous creatures flock down into the square. Everybody runs like hell. Some people are ripped up off their feet and carried into the air, others are gang tackled and mauled by the creatures. It's like a scene out of The Birds.

Dracula stalks through the arches. A phosphorescent match suddenly IGNITES at his feet, he looks down. Van Helsing drops out of a ceiling and STABS a wooden stake deep into his chest. Dracula looks at the wooden stake in his chest, then at Van Helsing, standing in a shaft of light. Dracula gives him a rather pleasant smile.Van Helsing freezes. We've never seen him puzzled before. Dracula calmly grabs the wooden stake in his chest, rips it out and casually discards it.

Anna creeps across a catwalk, suddenly, she hears the SCREAM of charging Dwergi, one to the left, one to the right. Anna clamps her sword between her teeth and leaps out onto a hanging rope. The two Dwergi leap out after her. All three of them climb. The Dwergi getting closer and closer to Anna. One of them grabs her boot. Anna grabs her sword and lashes down, cutting the rope, both Dwergi plummet down into a vat of boiling green liquid. Igor and the other Dwergi are too busy to have noticed.Anna sockets her sabre and keeps climbing.

Flying serenely above the scream-filled village, Verona's hideous fanged mouth smiles adoringly.She lifts up a terrified man, dangling from her hand, then chucks him out over the village. A swarm of pygmy bats swoops in like piranha, grabbing him and tearing him apart.

A dawning realization washes over Dracula.Suspicious, Van Helsing backs off into the ancient foyer.Dracula follows him, like a cat toying with a trapped mouse.Van Helsing's eyes narrow, now it's getting really strange.

Anna runs up to Velkan, who is still strapped into the pod. She starts unbuckling the belts. Velkan's delirious eyes finally notice her, a sudden clarity fills them, he starts shaking his head and shoving her away with his free arm.The CLOCK TOWER behind them begins to CHIME MIDNIGHT. Velkan's hand grabs Anna's mouth and starts to grow coarse hair and horrific claws. Anna's eyes practically bug out of her head. She SCREAMS and tries to rip herself away.

Van Helsing hears Anna's scream. Dracula just smiles.Van Helsing rips a crucifix out of his cloak and thrusts it at Dracula. Dracula SHRIEKS and angrily swats it away, then calms down, smiling beatifically, as if nothing, had happened.His bicuspids distend into razor sharp fangs.

A third-story window bursts into shards of glass as a woman leaps through it. Two pygmy bats fly out of the window behind her and grab her inches before she hits the pavement. Carl and the Barmaid come racing around a corner just as the woman is flown up over their heads. Carl lets go of the Barmaid and jumps up to try and save the woman, but she's too high and the hideous vermin carry her off. And that's when Carl hears a scream. He turns and looks. The Barmaid is clinging to a light post six feet off the ground, her legs are being yanked up by a pygmy bat. Carl grabs a chair on the run and swings it into the creature. The hideous thing is knocked away. The Barmaid drops into Carl's arms. The creature quickly recovers and charges back for Carl and the Barmaid. The Barmaid screams. Carl screams. The creature suddenly pulls up two feet short of killing them, the look on its hideous face has gone from blood-lust to panic, it frantically claws at its body and then BURSTS INTO MOLTEN FLESH ROT. HIGH ABOVE THE SQUARE: all of the pygmy bats BURST INTO MOLTEN FLESH ROT. Several people are dropped to their deaths. The two flying Brides freak out and start to SHRIEK.

Dracula spins around at the distant sound of his brides WAILING. Van Helsing uses the moment to leap into a large dumbwaiter and cut the cables with one of his saw blades. Dracula looks back in time to see Van Helsing rocket upwards.

The clock CHIMES. Anna SCREAMS. Velkan looks at his hands, eyes widening in horror, he gives his sister one last pathetic look, and then TRANSFORMS into the Werewolf. Anna quickly backs away and slams into another body. She screams and spins around. It's Van Helsing.The fat gun in his hand FIRES. The tether shoots off across the castle moat and slams into the top of a huge oak tree two hundred yards away. Van Helsing quickly ties his end taut. As the clock CHIMES, the Werewolf sits up in front of it. Viciously tearing his way free, he heads for our two heroes. Van Helsing scoops Anna up off her feet and leaps over the wall just as the Werewolf rips the shotgun off his back. Van Helsing and Anna start to rappel down the tether. The Werewolf slashes it, severing it. Van Helsing and Anna are suddenly swinging out over the moat and into the dark forest. The Werewolf glares after them, filled with an incredible fury as the clock hits the final stroke of midnight....

Carl and the Barmaid look around, confused.The Barmaid wraps her arms around Carl and kisses him of the cheek.Carl whispers into her ear. The Barmaid looks shocked.

High atop the castle tower, Dracula cradles the sobbing brides in his arms. Igor slithers up, looking terrified, if he had a tail, it would be tucked firmly between his legs.Dracula turns to him.Igor cowers, but Dracula seems spent.The Werewolf steps up onto the parapet, an insane look in it's eyes. Dracula waves him away, dismissive.The Werewolf gives him a deranged look and snarls evilly, clearly he is Velkan Valerio us no more. He turns and leaps off the parapet.

RAIN lashes down on Van Helsing and Anna as they stagger across the moors, heading into the ruins of the old windmill. With the loss of her brother, Anna doesn't know whether to scream or cry, so she does both, and aims it at Van Helsing.Anna shoves Van Helsing back under one of the huge charred windmill sails, a refuge from the rain.Van Helsing just stares at her, fire fascinates him, fiery women even more so. She gets right up into his face.Their faces are inches apart. RAIN pours down on them. A slight smile creases Van Helsing's lips.Anna just scowls, breathing hard. Van Helsing's dark eyes stare at her, he likes being this close to her. But she's too upset.She shoves herself away and stares off into the rain.Van Helsing picks up an undamaged absinthe bottle and admires it. Anna looks at him, the fight going out of her.She steps up closer to him as he uncorks the bottle.Anna takes the bottle and holds it up in a toast.She takes a deep slug, clearly it has a bite.Anna hands him the bottle.-And that's when the soggy ground beneath them suddenly CAVES IN. The two of them and a load of timber drop into a rapidly expanding breach in the ground.

Van Helsing and Anna and a cascade of water and timber crash down into a cavern and WE FADE OUT....

Carl is asleep on a couch. He suddenly sits up, terrified, then looks down and sees the sleeping Barmaid.Carl leans back against the wall, triggering a secret panel to swing open and reveal a PAINTING: a fantastic mural of two medieval KNIGHTS facing each other atop a sea lashed cliff. There is writing in Latin encircled around the two men. Carl translates it:He steps up to get a closer look and finish the inscription.As soon as he finishes the last word, the entire painting COMES ALIVE, trees sway, grass blows, huge waves pound the cliff, the clock on a church tower begins to CHIME, and the two knights TRANSFORM: one into a Werewolf, the other into a Winged Beast from Hell. They viciously attack each other. Carl of course freaks out, stumbles back, knocks the entire couch over and lands on the Barmaid's semi-naked body. She angrily shoves him off as he looks up at the painting. The ancient painting is back to being just a painting, as if it was all in his mind. He stares at it, perplexed, as his Transylvanian girlfriend angrily gathers her clothes.

Anna slowly wakes up on the dark cavern floor, groggy and sore, she rubs her head and groans. A HAND quickly covers her mouth. She looks up. Van Helsing's finger goes to his lips.And it's carnivorous. He gestures to a massive pile of RAT BONES, picked clean. Anna gets to her feet. The cavern is lit by a very dim gloom coming from tiny crevices in the roof. A fetid little stream wends its way through the cavern. Van Helsing starts to head downstream. Anna draws her sword and follows.He gestures to a large set of muddy BOOT PRINTS.Van Helsing goes for his guns. Frankenstein's Monster leaps out of the pitch blackness behind Anna and slams her into Van Helsing. Our two heroes crash to the floor. Van Helsing's revolver goes flying. The monster is on Van Helsing in a flash he lifts him up over his head and hurtles him into a rock wall. Van Helsing bounces off the wall and slams to the floor. The monster looks down at Anna. Anna gets a good look at him. He now looks even more horrific than before, having been badly burned so long ago.Frankenstein's VOICE is a horrible, guttural rasp.He lifts Anna up off the floor.Van Helsing leaps up and tackles Frankenstein. Frankenstein's head slams into a rock wall, the top half of his head pops off. Van Helsing grabs him by the neck, the bolts SPARK, Van Helsing is shocked back against the far wall, he crashes to the floor, trying not to pass out from the pain. Frankenstein slams the top of his head back into place, then the top half of his body turns around and he heads for Anna. Anna backs away, up against some burnt timber, looking around, playing for time.Frankenstein stares down at her, his face growing mournful.Van Helsing yanks an ivory BLOWGUN out from inside his cloak and sticks it to his mouth. Six blow-darts nail Frankenstein in the back. He bellows and spins around, arms flailing at his back, trying to swat the darts free. Anna runs over and picks up one of the revolvers off the ground next to Van Helsing.Van Helsing grabs her by the wrist.Frankenstein crashes to his knees, his bleary eyes look over at them.Van Helsing pulls Anna behind him and heads for Frankenstein, whose breathing is getting more and more labored.Van Helsing kneels down beside Frankenstein.Frankenstein's pathetic eyes stare at him.Frankenstein passes out, crashing face first into the dirt. WE PUSH IN on Van Helsing as the gravity of this hits him. Anna isn't fazed, she lifts the gun and aims. Van Helsing steps in front of her. She angrily looks him in the eyes.Van Helsing holds her stare, searching for the words ....She moves around him. He blocks her path.Anna sees the intensity in his eyes. Behind them, hidden in the shadows, is the Werewolf, staring at Frankenstein.The Werewolf slowly starts to back away. Van Helsing suddenly senses it and spins around. He and Anna see the Werewolf's shadow vanish down the cavern.Van Helsing grabs her arm and heads for Frankenstein.On Anna's dubious look WE SMASH CUT TO:

STEAM blasts out of the nostrils of huge black horses, covered in a light armor plating, coupled to an ornate COACH. Van Helsing and Carl walk down alongside them.Anna opens the door to the coach. Frankenstein is inside, chained to the back wall. Van Helsing nudges Carl.Van Helsing shoves Carl up into the seat across from Frankenstein.Frankenstein struggles to break the chains that bind him.Anna slams the door shut and gestures to the horses.COUNTRYSIDE - DAY/NIGHT TRANSITION On the bottom half of the SCREEN, the coach races across the countryside. On the top half, the sky is whipping past in TIME LAPSE. Dark clouds scream by showing us glimpses of the sun as it races right to left across the SCREEN. As the sun exits FRAME the moon comes up and the TIME LAPSE ends revealing an ominous night sky. The coach races into a dark forest. Two Bride silhouettes fly past and follow it.

The black steeds charge through the woods pulling the COACH. Van Helsing is in the driver's seat urging them on.

Frankenstein stomps his Doc Martens and yells out.Sitting across from him is Carl, eyes wide, really keyed up, the blowgun stuck to his lips.

The CAMERA is suddenly hurtling through the misty forest at about Mach 1. The BRIDE'S POV quickly closes in on the coach. Van Helsing senses them coming, he looks around, the creepy trees sway in the breeze, but he can't see the brides. He hefts the crossbow. He hears something off to his left and looks. And that's when Verona swoops down on his right and grabs him jerking him clean off the driver's seat and up into the air. The crossbow goes flying. Van Helsing quickly breaks free and falls down onto the lead horse. He looks forward. A hundred yards ahead, the path makes a hairpin turn next to a giant precipice. Van Helsing quickly looks back at the coach.

The coach bounces hard. Frankenstein is thrown forward at Carl. Carl screams, but the chains hold Frankenstein just short of falling on him.

Van Helsing leaps from the front horse to the middle horse to the rear horse and then up onto the buckboard. And that's when Aleera nails him on the fly, throwing him back onto the rear horse. All of the horses try to make the turn, going full boar, hoofs fighting to avoid slipping over the edge, kicking rocks our into space. Van Helsing holds on for dear life. The coach skids sideways, the couplings SNAP and the coach is flung out over the void. Van Helsing spins up into a saddle in time to see the coach spiraling through the air, heading for the valley floor far below.

The two Brides fly as fast as they can towards the plummeting coach. They both grab it, but its weight is far too great for them to stop it from falling. Aleera is losing her grip.Aleera is blown off Verona struggles her way to the door, her wings are being badly buffeted. She grabs the door and rips it off, then looks inside. The coach is empty.

BACK WITH VAN HELSING as ANOTHER COACH races out of the forest and up to the six team. Anna in the driver's seat. Carl leans out the window. Frankenstein is chained inside.

BACK INSIDE THE OTHER COACH: Verona sees a bunch of glycerine tubes wrapped around a dozen SILVER SPIKES. Verona hisses in anger and throws herself free of the coach.

The coach hits the ground and EXPLODES. Several of the spikes nail Verona in the chest. She shrieks in horror and then TRANSFORMS back into herself. Losing her wings, she drops out of the sky, DECAYING into molten rot, shrieking all the way. Aleera screeches in horror.

Van Helsing leaps from the six team onto the buckboard of the other coach, landing next to Anna. He gives Anna a nudge in the ribs and a cocky smile, as if to say, "I told you it would work." And that's when 800 pounds of enraged fur leaps over the entire six team, heading right for Van Helsing and Anna. Van Helsing quickly rolls off one way as Anna flings herself off the other. The Werewolf slams into the buckboard and skids sideways across the roof, shattering all four corner lanterns. The Werewolf vanishes off the back of the coach as the kerosene and the entire roof bursts into flames.

Carl frantically looks around, then sees Anna's face plastered to the window.Carl leaps over and opens the door.

Anna is hanging on to the side of the coach, which is now skirting a huge precipice a mile deep. Carl grabs her as she starts to slip. ON THE OTHER SIDE OF THE COACH: Van Helsing is being violently dragged down the road, desperately clinging by one hand to the axle of the coach. His legs splitting the rear wheel, if he lets go he'll be run over.

Carl looks past Frankenstein to the other side of the coach. He can't let go of Anna or she'll fall. He looks at Frankenstein. Frankenstein nods.

Van Helsing grimaces in pain, his five fingers cling to the axle, then four fingers, then three, two, one. He lets go and heads under the rear wheel. And that's when a huge fist grabs him by the collar and pulls him free. It's Frankenstein. The two men share a look, then Frankenstein heaves Van Helsing upwards. He lands on the buckboard just as Anna swings up next to him.

Carl looks at Frankenstein and smiles in relief, then he screams bloody murder as he sees FUR moving across the rear window. And then the roof splits open and fire and smoke pours in. Now it's Frankenstein's turn to scream.

Van Helsing and Anna look back through the fire towards the rear of the coach. In SLO-MO the Werewolf rises up through the flames. The side door of the coach smashes open and Frankenstein and Carl look out.The coach makes it across the precipice road and enters the forest. The Werewolf hunches. Van Helsing YELLS at Anna.Anna turns and leaps off the carriage. So does Carl and Frankenstein. They all vanish into the lush forest. Van Helsing aims both of his guns down at the coupling and fires. The horses break loose of the carriage. Van Helsing turns and jumps. The Werewolf leaps through the flames. Van Helsing spins around in mid-air and fires his guns back at the Werewolf just as it tackles him. They vanish into the foliage. The flaming coach flips off the road, spirals through the air and crashes into the trees. The six team hauls-ass down the forest road, vanishing into the night .... ~ - -=--=:.- .~ - ~ ------

Anna staggers through the forest, she rounds a tree, her breath hitches. Lying naked on the ground is her brother. He looks up and gives his sister one last sorrowful look.And then he dies. Anna throws herself onto Velkan's body.She cradles him gently and kisses him on the cheek.Nearby, Van Helsing staggers to his feet. Anna looks at him, then leaps up and charges him, pummeling him with her fists.Van Helsing grabs her by the wrists and holds her tight.Anna looks into his eyes, they are not angry, but filled with a profound sadness. And then Anna notices BLOOD on his shirt, she gently opens his cloak. Anna gasps. Horrified.Van Helsing's shirt is punctured with bloody fang holes.She staggers back and looks at him, she sees it in his eyes. A hint of it anyway. Fear. Van Helsing turns and looks down at Velkan's body. Anna turns away. Aleera is standing right there. She backhands Anna. Anna slams into a tree and drops to the ground, our cold. Van Helsing spins around in time to catch a glimpse of Anna, upside down, being yanked up into the trees. Van Helsing hauls-ass.

Van Helsing runs out onto the side of a cliff. He sees Anna being carried off over the precipice by Aleera. Carl and Frankenstein stagger up beside him. All three of them watch the silhouettes of Anna and Aleera flying off towards the lights of a distant city ....

Nestled in a lush valley and split in half by a dark river, the city is sprinkled with churches, mosques, and palaces.

Van Helsing, Carl, and Frankenstein stagger down an alley. Battered and bruised. Frankenstein's face is covered by a hood. Van Helsing pulls his cloak tight, keeping his wound hidden. A blast of wind hits them. They all react, Van Helsing flinches in pain as he pulls his gun. Perched on the snowy eve of a house is Aleera, she clicks her tongue in disapproval.Frankenstein starts to head for her. Van Helsing stays him. Aleera just giggles.Frankenstein glares at her angrily, and then he hears Van Helsing's VOICE:Frankenstein looks at Van Helsing, feeling betrayed, his brow furrows, his eyes darken. Van Helsing's eyes stay on Aleera.Aleera chews this over for a moment, then her eyes light up.She leaps for joy, all the way up to the top of the roof.Then she whoops for joy and leaps again, vanishing over the side of the roof, followed by a blast of wind and snow. Van Helsing holsters his gun and rums to go, he winces in pain. Carl sees this and reaches for Van Helsing's cloak.Van Helsing shoves his hand away. Frankenstein's eyes narrow suspiciously, then he lunges forward and rips Van Helsing's cloak open, revealing the puncture wounds in his shirt.Van Helsing pulls his cloak tight. Frankenstein's face forms a twisted smile.Helsing pulls out the BLOWGUN and looks at Frankenstein.And he means it. Frankenstein just glares.Van Helsing FIRES THE DARTS.

The last shadows of the day stretch like creepy fingers across an ancient ROYAL GRAVEYARD. Wearing costumes and masks, Van Helsing and Carl step out of an old MAUSOLEUM. They shove the huge stone door shut and bar it tight.The two men make their way through the tombstones, heading for a huge, ornate PALACE next door.Van Helsing gives him a look. Then Carl gets It.Carl looks back at the mausoleum.TIGHT on a COFFIN, lying in the frozen ground, waiting to be buried. The lid cracks open, gnarled fingers pry their way out.

The grand ballroom is packed with dancing couples and alive with JUGGLERS, FIRE BLOWERS, TIGHT ROPE WALKERS, and HIGH WIRE ACROBATS, a veritable Cirque du Solei!' Van Helsing and Carl make their way through all the weirdness.They step up to the ornate banquet tables. Van Helsing inhales deeply. Carl does likewise.Van Helsing looks around, suddenly very SUSPICIOUS.Carl gives him a look.

OUT ON THE DANCE FLOOR: Dracula dances with Anna, both wearing masks. He dips her and removes her mask. She is in a trance. Eyes open, unblinking. Dracula throws away his mask and kisses her. Anna snaps out of it. Dracula spins her around.Anna suddenly looks around, realizing she's dancing with Dracula. She struggles, but is completely within his power.He dips her and leans in close, their lips almost touching.Dracula gently caresses her neck. Aleera cuts in and grabs Anna away from Dracula.Aleera dances away with Anna. Dracula smiles, then randomly grabs a passing woman, yanks her close and bites into her neck. The ballroom is in such high swing no one notices.

UP ON THE SECOND FLOOR: Van Helsing and Carl look down on the ballroom. Carl spots Aleera dancing with Anna.And then Van Helsing spots something, his eyes light up.

BACK ON THE DANCE FLOOR: Aleera dances Anna across the floor.We see in Anna's eyes how hard she's struggling to break free. Aleera licks Anna's cheek.Aleera's canines distend into horrible fangs, draining from her beautiful face.Anna's eyes widen, helpless in Aleera's grasp. And that's when Dracula cuts in, he giver Aleera a smile.Aleera scowls as Dracula spins Anna over to a MIRROR WALL.Anna looks at the mirror. Dracula is not in the reflection. He starts to dance with her in front of the mirror.In the mirror it looks like Anna is dancing alone, seemingly being dipped and spun and twirled by an invisible force.He hugs her tighter. Anna looks from his face to his chest, crushed tightly against her breasts, her eyes widen.Dracula leans in for a kiss. Anna angrily turns her head away, so she doesn't see all the blood drain from Dracula's face and his canines distend into fangs, about to bite into her neck. A Fire Breather tilts his head safely up and away from the crowd, lifts a torch to his mouth and starts to BLOW Carl quickly sidles up and shoves him hard. The Fire Breather BLOWS FLAMES across the back of Dracula's cape.

UP ON THE BALCONY: Van Helsing dashes down the HIGH WIRE. The TIGHT ROPE WALKERS start to lose their balance.

DOWN ON THE DANCE FLOOR: Dracula whirls around, ON FIRE, shocked and angry.

HIGH ABOVE THE DANCE FLOOR: Van Helsing curs a stay-wire, grabs on and SWINGS DOWN into the crowd. The Tight Rope Walkers ALL FALL. NT. BALLROOM - DANCE FLOOR- NIGHT DOWN ON THE DANCE FLOOR: Dracula grabs the Fire Breather and tosses him dear across the ballroom. Van Helsing swoops in, grabs Anna by her waist and swings her up into the air.

UP ON THE BALCONY: Van Helsing and Anna land, skid to a stop and look down. The entire crowd looks up at our heroes. And then, in unison, they all remove their masks. Their eyes go yellow, their skin goes white, fangs glide out, they HISS angrily. They are all VAMPIRES. Dracula smiles up at Van Helsing.A side door bursts open and a batch of vampires charge in carrying Frankenstein over their heads, he's chained tight and bellowing furiously. Igor stands on his chest.Dracula gives an evil LAUGH, then looks at his followers and gestures to Van Helsing and Anna.The entire vampire crowd rushes forward, SHRIEKING like wild Banshees. Anna's response is to rip the arm off a SUIT OF ARMOR, stick her hand down the sleeve and into its metal glove, attached to the glove is an IRON MACE covered in spikes. Van Helsing's response is to give her an incredulous look, then grab her and yank her out of FRAME.

Van Helsing and Anna race down a hallway.Van Helsing points to a huge STAINED GLASS WINDOW of angels, cherubs, and saints.At the last second Van Helsing notices one of the SAINTS has his hand out, as if to say "STOP." Van Helsing grabs Anna and skids to a stop.He yanks her out of FRAME. Vampires bound past, chasing after them. Dracula's LAUGH echoes throughout the palace.

Van Helsing and Anna race up some stairs and through a set of double doors, vampires hot on their tail. They each grab a door, slam it shut and bolt it tight. The vampires furiously smash away from the other side. Van Helsing and Anna high- tail it down the hall. Carl comes scurrying around a corner at the far end of the hallway. He sees Van Helsing and Anna running towards him and holds up his LAVA CONTRAPTION.Carl is standing in front of another huge window.Carl turns around to see the window they're talking about, he pulls the pin on his contraption. Van Helsing and Anna each grab one of Carl's arms, on the run, and yank him out through the great glass window.

Van Helsing, Anna, and Carl crash through the shower of glass and drop rwo stories down into a watery CATACOMB.

The huge door disintegrates as the vampires crash through it. They bound down the hallway. The contraption is sitting on the floor, it pops open, rays of ULTRA VIOLET LIGHT stream out. The vampires all melt screaming.

Van Helsing, Anna, and Carl burst to the surface inside a large moldy catacomb filled with skulls and skeletons, the huge EXPLOSION OF LIGHT finishing above them as pieces of melted vampire splash down around them.Behind them, Igor YELLS commands in Hungarian as he and a dozen of the porcine Dwergi ride a LONGBOAT down a ramp, Frankenstein chained to the mast. Van Helsing immediately heads for the longboat. Igor and the Dwergi drop their oars into the water and start to row. Van Helsing runs faster. Igor and the Dwergi paddle out of a tunnel and into the river. A huge grated GATE starts to drop down behind them. Igor pats Frankenstein on the head.Frankenstein BELLOWS angrily. Igor cackles.The metal gate SLAMS SHUT right in front of Van Helsing, cutting him off from the river, he splashes up to it and stares out through the grates. Frankenstein looks back at Van Helsing. Frankenstein's hag-gard face a mask of helplessness and hopelessness, looking forlorn and abandoned. Van Helsing stares at him and grits his teeth in determination.A huge DARK SHADOW swoops past, its talons scrape across the metal grating, SPARKS FLY.We hear Aleera LAUGH as the two dark shadows flyaway. Anna and Carl run up beside Van Helsing. Anna grabs him.Van Helsing whirls around and starts to go.Van Helsing turns back to Carl, who is till staring out through the grate.Van Helsing gives Carl a suspicious look.Carl turns to face him.Van Helsing's eyes darken, he starts to rev up.Van Helsing furiously closes in on Carl.Van Helsing angrily grabs Carl by the throat and lifts him up off his feet.Van Helsing's voice has gotten incredibly deeper during this speech, his eyes have gone dark red and he's strangling Carl. Anna is already trying to rip the two men apart, but Van Helsing's strength is too much for her. Carl gasps:Van Helsing snaps out of it and lets him go. Carl drops to the ground, sucking air. Van Helsing stares down at him, feeling terribly, then he looks at his shaking hands, a whirlwind of emotions passing over his face, he clenches his hands into fists, then exhales deeply and looks at Anna.

God hasn't helped you in years, Van Helsing, why should he start now!?

Van Helsing, Anna, and Carl run into the laboratory. It's empty, all of the lab equipment has been hurriedly removed.

The rays of the mid-day sun are trying to pry their way through the cloud-streaked sky over Manor Valerious. We can hear Van Helsing, Anna, and Carl pounding up a staIrcase.

Our heroes enter the tower bedroom where they come upon the mass of relics, artifacts, and texts.Carl looks at Anna.Anna just shrugs, no big deal.Van Helsing looks intrigued. Carl opens the elaborately inscribed SACRED LATIN TEXT.Van Helsing and Anna jump in, guessing.He points to Anna. Anna nods in understanding.Carl points at some of the fantastical engravings on the relics and artifacts, helping tell the story:An idea suddenly springs into Van Helsing's head.He turns and races out of the room. Anna and Carl exchange a look, then haul-ass after Van Helsing.

Van Helsing runs up to the massive £loor-to-ceiling OIL PAINTING of Transylvania. Anna and Carl right behind him.Van Helsing checks where the frame meets the wall, but the frame is actually molded into the wall.Carl points to a LATIN INSCRIPTION on the painting.Carl starts mumbling the inscription in Latin. Anna steps up to Van HelsingCarl shoves a chair aside, revealing a missing piece of the painting.Van Helsing pulls out the torn piece of painted cloth.Van Helsing hands the painted piece of cloth to Carl.Carl places it inside the missing piece of the map. The torn piece is a perfect match. Carl finishes the inscription.And that's when the painting begins to change, starting at the frame line and spreading inward, a THICK CRYSTAL FROST washes over the painting, eating it up until the painting has completely dissolved, leaving an ANCIENT MIRROR in its place.Anna stares at it, thinking hard.Van Helsing reaches out to touch the mirror, his hand goes straight through it, vanishing inside it, he inhales sharply. Carl Jumps.He pulls his hand out to reveal SNOWFLAKES in his palm.Van Helsing grabs a TORCH out of a sconce on the wall, and prepares to step through.Anna grabs his arm.Van Helsing gives her a nod, then steps straight through the mirror, vanishing inside it.

Van Helsing steps out of another ancient mirror, encased in a huge black OBELISK. It's snowing. A beat later, Anna steps through. They both look up. Chiselled out of a massive rock mountain is an enormous cathedral-like fortress; spires, turrets, gargoyles, the works. Covered in permafrost. Icicles everywhere. Carelessly flung hither and yon are human skeletons. Something very evil lives here. THUNDER RUMBLES.They look back at the mirror. Carl is nowhere in sight. They head for the castle. Behind them, Carl slowly seeps out of the mirror, eyes closed, he opens them to see the forbidding fortress. The sheer enormity of it terrifies him. He spins around and runs back into the mirror-wham! Face first, bounces off and lands on his ass. The mirror is a one-way ticket. Carl leaps up and scurries after them.

They arrive at a massive door at the front of the ancient fortress, made of iron, rusted shut, covered in slippery ice. There's a TRANSOM at the top of it, but it's thirty feet up.Carl starts to back away.Van Helsing grabs Carl and Anna by their collars and runs straight up, thirty feet, they go right through the transom.

The three of them land softly on the floor on the other side. Anna and Carl are shocked, they turn and look at Van Helsing.Anna looks at Van Helsing, bent over in pain, his face and eyes ate distorted into a vague resemblance of a wolf, and then it passes. They share a look. Then he moves forward, a man on a mission. The whole place is a massive frozen foyer, and all of the incredibly high walls, pillars, and ceilings are covered in gooey COCOONS. Thousands of them. With electric wires sticking out of all of them.And that's when Igor comes scurrying around a comer, a bundle of wires and electrodes in his hands, he skids to a stop, looking stunned as he sees Van Helsing.He quickly recovers his senses, drops everything and runs like hell. Van Helsing pumps one of the saw blades into his palm and throws it, it whistles through the air, catches Igor by his sleeve, and pins him to a rock wall.Van Helsing strides forward.He can't think of a good reason. Van Helsing rips the blade out of the wall, about to kill him. And then they hear Frankenstein BELLOW Somewhere nearby. They look around. Right next to Igor is a window with metal bars. Van Helsing sees something moving inside it. It's a PULLEY with chains. He sticks his torch through the bars and looks down a SHAFT.

Frankenstein is in a DUNGEON CELL encased in a huge BLOCK OF ICE, only his head and neck stick out, chains run through the block and attach up to the pulley. The shaft rises another thirty floors. From the top of the shaft a VOICE rings out:Dracula's voice ECHOES through the immense fortress as Igor snickers evilly.

The pulley starts to rise. The chains snap taut. Frankenstein and the block of ice quickly lift up off the cell floor.

Van Helsing drops the torch and goes nuts, furiously yanking and pulling on the thick bars with incredible strength, they actually start to twist, but they're never going to give, even with the semi-insane look which has crept into his eyes. Anna tries to help, to no avail. The block of ice continues its rise. Van Helsing collapses against the bars, the insane look seeps away, he's back to himself once again. Frankenstein comes eye-to-eye with him. The two beings look at each other, a real connection between the two of them. The look on Frankenstein's face softens.Van Helsing is shocked.Frankenstein continues up the shaft. Van Helsing desperately tries to stick his head through the bars, gaining one last look up at Frankenstein as he's hauled up.Anna grabs Van Helsing and pulls him back.Van Helsing looks at her, thinking hard.Van Helsing looks at Igor. Igor clamps his mouth shut. The CAMERA does a dramatic PUSH IN on Carl as his face fills with a dawning realization:Van Helsing and Anna look at Carl. Carl smiles.The realization of this crashes down on them. Van Helsing turns to Igor and gestures to Anna and Carl.Van Helsing sticks the blade under Igor's chin. Igor smiles.Carl steps up.Van Helsing pulls a small but extremely nasty-looking WEAPON out of his cloak. It looks like nail clippers designed by the Spanish Inquisition. He holds it up in front of Igor's face.He hands the weapon to Anna.Igor looks terrified, he gestures to the set of staircases.Igor hesitates. Van Helsing reaches for the "clippers. "Van Helsing turns to Carl.He pulls a metal tube out of his cloak, naps out into a SILVER STAKE, and hands it to Carl. Carl's eyes widen.Carl nods, takes the stake, shares a look with Van Helsing, and then grabs Igor by the scruff of his neck and pulls him off towards the staircases.Van Helsing and Anna look into each other's eyes, both of them scared, both of them gearing up. Van Helsing has never been so concerned for another human being in his life.Anna has never been so filled with conviction in her life.She starts to go. Van Helsing pulls her back.She nods and starts to go. Van Helsing Pulls her back again.She smiles and starts to go. Van Helsing pulls her back again, and then kisses her hard. She gives it right back to him, a real bodice ripper, she pulls herself away, stares deep into his smoldering eyes, then runs off after Carl.

The Dwergi are putting the final touches em the reassembly of Victor Frankenstein's equipment. Frankenstein himself is now welded into the iron pod, bellowing angrily. Dracula strides past, slamming all of the huge electrical switches on.The entire laboratory sparks to life. Spectacular arcs of electricity shoot up and down the walls between the dynamos. The gears kick in. The fan belts snap taut and start to spin.Dracula turns the flywheel. Frankenstein begins to rise.

Van Helsing comes up the spiraling stone staircase and sees a large gash in the rock wall.

Van Helsing steps inside and sees CHAINS jangling in the middle of the dark shaft, he looks down at the fifteen-story drop. And then he jumps. He grabs the chains, swings wildly, dangling precariously, some of his weapons drop out of his cloak and fall. And then, with superhuman strength, agility and speed, Van Helsing starts to climb the chains.

Igor leads Anna and Carl up the stairs to a landing with an arched doorway, the entrance to the Antidote Tower.Inside the large room is a pedestal. On the pedestal is a GLASS JAR filled with a clear jelly-like goo, suspended in the goo is a SYRINGE. Igor starts to enter. Anna grabs him and holds him back.Igor gives her a nasty look. Anna gives it back to him, then enters the tower, eyes on the alert, heading for the syringe. All the windows are barred shut. There is no other entrance. Carl watches her, his eyes momentarily off Igor. Igor uses the moment, takes a quick step back, and with the heel of his boot, kicks Carl in the ass. Anna spins around in time to see Carl sprawl into the room. Igor cackles gleefully.He pulls a lever on the wall, a grated metal gate crashes down, locking Anna and Carl inside the tower. Igor scurries away laughing.

All of the equipment is accelerating wildly. The Dwergi are desperately trying to keep everything from spinning out of control. Dracula is in rapture as sparks rain down upon him. Van Helsing climbs up out of the shaft and hides behind the shattered block of ice, which is being pelted and melted by raining sparks. Dynamos crackle. Pulleys whirl. Electrical arcs flash. Van Helsing looks up. Sixty feet above him is an OPEN SKYLIGHT, twenty feet above that is the POD apparatus.

Frankenstein struggles in the pod as LIGHTNING FLASHES across the sky above him.

Anna and Carl are staring at the syringe inside the jar of vile goo.A hideous FACE lowers down right behind them. It's Aleera.Carl practically jumps out of his skin. Anna grabs Carl and jerks him back behind the huge jar. Aleera drops down with a smile.

Van Helsing starts to climb STRAIGHT UP THE SHEER WALL. Grasping for purchase in the grouting. Only someone with superhuman strength in their fingertips could do this. A Dwerger on scaffolding turns around and comes face-to-face with Van Helsing, clinging to the wall like a fly. The Dwerger's goggles are up and we get our first glimpse of the hideous Dwergi eyes. Before the Dwerger can even scream, Van Helsing grabs him with one hand, slams him off the rock wall, then chucks him into the dark recesses of the laboratory.

Anna suddenly lashes out with her sword and knocks over the jar. It crashes to the floor, splattering some goo on Aleera. The vile goo burns like acid into her and right through the stone floor. Aleera HOWLS in pain and rage. Carl freaks.Anna gestures to the syringe rolling across the floor.Using the hem of his frock, Carl scoops up the syringe, it burns and smokes and he jumps and yelps, but he still manages to hold onto it. In the meantime, Anna has grabbed a piece of the glass and scooped up some of the goo. She runs and flings it at the bars of the gate. A hole melts through the bars.Carl races to the hole, the syringe smoking-up his frock. Anna shoves Carl out first.Carl races off down the hall. Before Anna can get out, a hand grabs her and spins her around. It's Aleera. The burns on her face HEAL.Aleera grabs Anna and throws her across the floor. Anna skids across the room, her sabre goes flying.

Up on the pod Van Helsing comes eye-to-eye with Frankenstein. The WIND whips at them. LIGHTNING FLASHES. THUNDER ROARS. Van Helsing grabs one of the three metal straps welded onto the bolts riveted down Frankenstein's chest.Van Helsing nods, bad-to-the-bone.With his new strength, Van Helsing rips the first metal strap off. Frankenstein grimaces in pain. And that's when a BOLT OF LIGHTNING STRIKES the conductor above the pod. Van Helsing is catapulted into the air. Frankenstein roars in pain.

Dracula looks up as a BLAST OF ENERGY emanates from the pod down into the room and through the equipment, which instantly OVERLOADS, spitting FLAMES and SPARKS. One of the Dwergi is blown across the room, ON FIRE. Dracula smiles maniacally.The blast of energy surges out through every door, crack, and pore of the room.

The energy blast envelops the entrance hall washing over all the cocoons, which begin to UNDULATE with life.

Van Helsing dangles from the edge of the tower, it's a sixty floor drop to an icy canyon below, electrical wires crackle and spit all around him. He starts to claw his way back up.

Anna staggers to her feet as Aleera strides towards her. Anna grabs a torch off the wall and lunges at Aleera's face. Aleera just blows it out. Anna quickly backs away. Aleera smiles, then one by one she blows out all of the torches in the room until the place goes PITCH BLACK.

The weather has gone insane. Thunder, lightning, rain and wind whip down around Cart as he runs out, onto an enormous ancient STONE BRIDGE that connects the two towers. It's covered in huge potholes and barbed rubble. A LIGHTNING STRIKE hits one of the stone pilasters on the bridge. It's going to be a very difficult six hundred yard dash. And that's when Igor runs out with his cattle prod. Carl jags out of the way as the prod slams into the railing right next to him, just missing him, spitting sparks.

Van Helsing rips the second metal strap off of Frankenstein. Frankenstein grimaces in pain, then he sees something coming.Van Helsing throws himself to the floor of the apparatus as once again LIGHTNING STRIKES the conductor above the pod. Frankenstein roars in pain.

Another energy blast surges through the room. Dracula lifts his arms and eyes to the sky in triumph.And then he sees Van Helsing high above him. Dracula scowls and TRANSFORMS into a HIDEOUS WINGED BEAST FROM HELL.

Pitch black. And then a lightning strike illuminates Anna, groping her way around the room, WE RACK FOCUS to see Aleera hanging upside down from the ceiling twenty feet behind her. WE PUSH IN ON Aleera's gleaming face. And then go to her POV: Aleera can see perfectly in the dark. She watches as Anna gropes her way across the dark wall, heading for the gate.

SPARKS explode off the tip of the cattle prod as it slams into a pilaster right next to Carl's head. Carl takes off running across the ancient bridge towards the distant tower. Igor chases after him with the sparking prod.

Van Helsing rips the last metal strap off of Frankenstein. And that's when the hideous Winged Dracula Beast swoops up and rips into Van Helsing, throwing him back. Van Helsing bounces off the apparatus and drops-

-sixty feet down through the room, crashing through the equipment on his way. SPARKS FLY. FLAMES BLOW Dwergi run.

Frankenstein stands up, dazed, about to step out of the pod. Another BOLT OF LIGHTNING strikes the conductor. It lights Frankenstein up like a Christmas tree and catapults him through the air. An energy blast surges down into the lab.

And washes over the cocoons. The cocoons begin to EXPLODE. Hundreds and hundreds of the hideous pygmy bats burst out and swarm around the great hall.

Anna makes it to the gate. Lightning flashes, revealing Aleera standing on the other side of it, she punches Anna across the room. Anna slams into a wall and drops like a sack of potatoes, out cold.

Frankenstein clings to the edge of the tower, struggling to hold on as electrical wires spark and spit all around him. He loses his grip and starts to drop. It's sixty stories down. He manages to grab a wire, which snaps loose and swings him down and across the castle, his legs kicking wildly.

Carl runs like mad, weaving and bobbing as Igor tries to nail him with the cattle prod. Carl suddenly sees Frankenstein swinging on a wire, coming right at him. Carl dives to the ground as the wire whips over his head. The wire catches Igor across the chest and launches him out over the railing. The wire then catches on a pilaster whipping Frankenstein into the bridge. Igor drops past him, screaming in terror on his long journey down to the icy valley below.

Anna groggily rolls over on the floor. Aleera steps up over her, then grabs her and lifts her up while TRANSFORMING into a huge winged bat.

Battered and bloody, Van Helsing staggers through the burning equipment, looking delirious.

Carl looks over the railing. Sees Frankenstein hanging by the wire, dangling sixty stories up, losing his grip, sliding down the last five feet of the wire, now four feet, now three feet, two feet, one. He looks up at Carl.Carl is emotionally torn.Frankenstein grimaces, desperately clinging to life.Carl makes his decision.Carl sticks the syringe between his teeth, grabs the connector wire and pulls with all his might.

Anna can barely move, choking from the incredible grip Aleera has on her throat. Aleera's hideous face smiles.

Carl gives one last tug. The wire breaks loose from the pilaster. Frankenstein swings away from the bridge and arcs up towards a barred window on the side of the Antidote Tower.

Aleera's fangs distend, she leans into bite Anna's neck. And that's when Frankenstein crashes through the barred window and slams into them. Anna is knocked free.

The huge Winged Beast strides through the flames, then TRANSFORMS back into Dracula, a smile on his lips.Van Helsing backs away, really messHe looks out through a window at the CLOCK TOWER.A look of pure confidence fills Dracula's face.A deranged look fills Van Helsing's face.

Anna looks back into the tower. Aleera lunges at her, but Frankenstein grabs her. Anna starts to head back to help Frankenstein.Frankenstein throws Aleera across the room, then looks at Anna.Anna looks him in the eyes.Frankenstein nods and turns back to Aleera, who flies across the room and tackles him. Anna scrambles back out the window.

A bolt of lightning suddenly rips a huge GAPING HOLE out of the bridge near Carl, blocking him from continuing forward. It's a twenty-foot leap or a sixty-story drop. He looks back and sees Anna crawling out of the smashed window.Anna clings to the wind-whipped wall, trying not to get blown into the precipice.

As Dracula moves in on Van Helsing, Van Helsing looks out a window to the CLOCK-TOWER. The BIG HAND slams forward. It is now exactly one minute to midnight. The clock CHIMES. Van Helsing's whole body suddenly CONVULSES. Insanity pours into his eyes. Dracula looks perplexed. Van Helsing GROANS:Van Helsing TRANSFORMS into the biggest, sexiest, most bad- assed Werewolf ever. Dracula looks stunned.

Carl looks from the clock tower to Anna.Anna leaps out and grabs the same electrical wire that Frankenstein used. The wire HISSES and SPARKS as Anna is swung down across the castle. The CLOCK CHIMES.

Dracula cautiously backs off as the huge Werewolf collects itself and moves towards him. For the first time in his long life, Dracula actually looks nervous, he plays for time.

The clock CHIMES. Carl steps up to the edge of the bridge, he's going to throw Anna the syringe.Anna switches wires in mid-air as she rockets across the castle. Carl aims and throws the syringe. Anna grabs it! Then arcs up towards the Laboratory Tower.

The Werewolf LUNGES at Dracula. Dracula whirls around, becoming the Winged Beast, he flies up the wall, heading for the open skylight. The Werewolf bounds after him, ripping its way straight up the sheer rock, it leaps out and grabs the Winged Beast. Both creatures crash down into the equipment.

The clock CHIMES as Anna arcs up towards the Laboratory Tower. And that's when Aleera swoops down and cuts the wire. Anna is thrown off. She crashes onto a ledge of the tower.

Dracula leaps up first and backs away.The Werewolf springs at Dracula. Dracula becomes the Winged Beast and desperately uses his four razor sharp appendages to claw at the Werewolf. The Werewolf howls in pain, then lashes out and rips away at the Beast. The Beast shrieks, then throws itself up into the rafters and becomes Dracula, his arm is torn and limp. The clock CHIMES.

Anna clambers up onto a ledge just as Aleera lands next to her. Anna starts backing up the precarious perch as Aleera closes in. WE PAN UP to the FULL MOON and see CLOUDS ABOUT TO OBSCURE IT.

The Werewolf looks insanely hungry as it closes in on Dracula, who is desperately backing away.The clock CHIMES. The Werewolf leaps at him. Dracula becomes the Beast and desperately tries to flyaway, but he's too damaged. The Werewolf grabs him by the throat, about to kill him, and that's when the Werewolf turns back into Van Helsing. Van Helsing quickly staggers back. Dracula looks out at the roiling clouds obscuring the moon, then he looks at Van Helsing. That old confident glint fills Dracula's eyes.

The clock CHIMES. Anna backs up against a wall on the ledge, trapped. Aleera steps in for the kill.A SILVER STAKE suddenly impales her through the chest. Aleera shrieks. Anna looks over at the bridge, to where Carl has crawled down between the girders, then she looks back at Aleera, who is staring at her in horror and starting to rot.Aleera bursts into rot, the silver stake is flung into a beam right next to Carl's head. The clock CHIMES. Carl looks up at the clock.Anna is already racing up the parapet.

Van Helsing desperately backs off through the FLAMING, SPARKING equipment as Dracula slowly moves in on him.Dracula holds up his left hand, his ring finger has long ago been CUT OFF.The clock CHIMES. Van Helsing backs up into a wall, trapped, breathing hard, the two men stare at each other. Dracula's bicuspids distend into long fangs.And then through a window, Van Helsing sees the clouds about to fully reveal the full moon. The clock CHIMES.Van Helsing becomes the Werewolf. He lunges, grabs Dracula and CHOMPS into his throat. Dracula CRIES OUT in agony. Dracula starts shriveling and decaying and wasting away until there is nothing left but charred remains burning into the floor. The clock CHIMES.

All of the pygmy bats shriek in horror and then explode into black goo.

Anna bursts into the room and races at the Werewolf's back, syringe in hand, ready to stab him. The clock CHIMES.The Werewolf spins around and sees Anna coming. He POUNCES. FANGS and CLAWS. Anna SCREAMS. The Werewolf tackles Anna. They crash down onto a couch. Carl runs in and skids to a stop, the Werewolf's back is to him, but he can see that it's alive and on top of Anna.Carl is devastated. He lifts up the silver stake.He runs forward and swings the stake down at the Werewolf's back. At the last millisecond the Werewolf spins around and grabs Carl's wrist, stopping him short. Carl is terrified, he stares at the Werewolf. The Werewolf stares back, then turns slightly to reveal the SYRINGE sticking out of its chest, empty. The Werewolf lets go of Carl. Carl stumbles back. The Werewolf rips the empty syringe out of its chest, throws it away, then looks down at Anna. Her eyes are wide open.And then WE CUT TO one of the most iconographic SHOTS in the whole movie: the FULL MOON shines in through an arched stone window, which frames the Werewolf, who is crouched over our gorgeous heroine, sprawled dead across a broken couch. WE SLOWLY PUSH IN as the Werewolf tilts its head back and BAYS AT THE MOON, a long, mournful HOWL, it slowly TRANSFORMS back into Van Helsing, CRYING OUT at the moon in anguish....

Carl READS from the Bible, tears on his cheeks. Van Helsing, carrying a torch, steps up to a funeral pyre. He stares down at Anna, lying on the pyre, looking beautiful. WE CUT WIDE to see that they ate on a bluff overlooking the SEA.

A dark figure paddles a makeshift raft out to sea. It's Frankenstein. He looks back up to the bluff to see the flaming pyre IGNITE. Frankenstein doffs his hat in respect, sighs heavily, then turns back around and continues paddling.

The glow from the flames flickers off Van Helsing's sad face as he stares down at the ground. Carl still reading. The SMOKE from the funeral pyre suddenly FORMS A PICTURE OF ANNA'S FACE. Tendrils of smoke waft out, like long smoky fingers they touch Van Helsing's chin and lift it up. Van Helsing sees her. Anna smiles. Then her face starts to float up into the dawn sky along with the rest of the smoke. Van Helsing is shocked, he staggers forward, as if to follow. Anna's face is suddenly surrounded by the vague faces of her mother, her father, her brother Velkan, and many other welcoming family members. Her father gives her a hug. Her mother starts to comb her hair. Carl smiles as he steps up and puts his hand on Van Helsing's shoulder. Anna gives Van Helsing one last look, her radiant eyes beaming with happiness, and then she and all of her family start to ascend into the glowing dawn sky. Van Helsing stares upward, devastated. And then in one final glorious moment, Anna and her family swoop up into the sky and blend with the fading stars. WE PUSH IN on Van Helsing's face as the look in his eyes changes, from devastated loss, to a gentle look of peace. We can see that he is truly happy for Anna .... DISSOLVE TO:

Van Helsing and Carl riding two black stallions across an endless golden wheat field, heading off into a new dawn. FADE OUT.:

Christopher Nolan Based on the novel: "American Prometheus: The Triumph and Tragedy of J. Robert Oppenheimer" By Kai Bird and Martin J. Sherwin © 2022 SYNCOPY A VAST SPHERE OF FIRE, the fire of a thousand suns, slowly eats the night-time desert. A line of black type appears: PROMETHEUS STOLE FIRE FROM THE GODS AND GAVE IT TO MAN. And the sound of DOZENS OF FEET STAMPING RHYTHMICALLY... FOR THIS HE WAS CHAINED TO A ROCK AND TORTURED FOR ETERNITY. ROILING PLASMA expands, the sound of STAMPING GROWS OPPRESSIVE, the STAMPING FASTER and FASTER OVER- A FACE. Gaunt, tense, EYES TIGHTLY SHUT. The face SHUDDERS- the sound CEASES AS MY EYES OPEN, STARING INTO THE CAMERA: Peer into my soul- J. ROBERT OPPENHEIMER, aged fifty, close- cropped greying hair. The gentle sounds of bureaucracy... SUPER TITLE: "1. FISSION"I glance down at my notes.

Dr Oppenheimer, as we begin, I believe you have a statement to read into the record?

Members of the Security Board, the so-called derogatory information in your indictment of me cannot be fairly understood except in the context of my life and work. This answer is a summary of relevant aspects of my life in more or less chronological order...

Sure. Once I built it. First I had to go to Europe. I went to Cambridge to work under Patrick Blackett.

No. I was homesick. Emotionally immature... troubled by visions of a hidden universe...

'Oh-ppenheimer', 'aw-ppenheimer'- any way you say it they know I'm Jewish.

Of his time. Einstein published his Theory of Relativity more than forty years ago, but never embraced the quantum world it revealed.

He's fine. Mr Strauss, there are things in my past you need to be aware of.

Then I'll consider it. And I'll see you at the AEC meeting tomorrow.

New York, but my brother and I have a ranch outside of Santa Fe. That's the America I miss right now.

Build it? No. But I'm working on theories I'd like to test with it.

I'm teaching something no one LAWRENCE (CONT'D) here's dreamt of. But once (grins)

people start hearing what you There's no going back. can do with it...

Fire pushing outwards against its own gravity- balanced. But if its furnace cools, gravity starts winning. It contracts...

I don't know. See where the math takes us. I guarantee it's somewhere no one's been before.

I wrote that. Lawrence, you embrace the revolution in physics, can't you see it everywhere else? Picasso, Stravinsky, Freud, Marx...

Well, out of the lab, my landlady's having a discussion group tonight.

A democratic republic being overthrown by fascist thugs? Who wouldn't be?

Not for long- look at what the Nazis are doing to the Jews. I send funds to colleagues in Germany to emigrate. I have to do something. My own work is so... abstract.

If they do they'd cool, then collapse. And the bigger the star, the more violent its demise. Their gravity gets so concentrated...

The math says it can. If we can get published, maybe one day an astronomer finds one. But all I have is theory. Which can't impact people's lives.

It's turgid stuff, but there's some thinking... 'Ownership is theft.'

I'm committed to thinking freely about how to improve our world. Why limit yourself to one dogma?

Wow. Took my analysts two years, and I'm not sure they ever put it that succinctly.

In this part, Vishnu reveals TATLOCK (CONT'D) his multi-armed self- Read the words. She points to each word as I translate...

It'll break before dawn. The air cools overnight. Just before dawn, the storm dies.

I haven't joined the Party, Frank. And I don't think she should've convinced you to, either-

Their gravity swallows light. It's like a kind of... hole in space.

As a kid I thought if I could find a way to combine physics and New Mexico, my life would be perfect.

That mesa we saw today? One of my favorite places in the world. Tomorrow we'll climb it.

During the process extra neutrons boil off. Which could be used to split other uranium atoms...

You, me and every physicist around the world who's seen the news.

I don't understand what you TATLOCK (CONT'D) want from me- I don't want anything from

...I found myself increasingly out of sympathy with the policy of neutrality that Communists advocated.

I need to make clear that my changing opinion of Russia did not mean a sharp break with those who held different views. For a year or two during a previous marriage my wife, Kitty, had been a Communist Party member.

But when I first met her, in Pasadena in 1939, she had already disengaged from politics...

Our bodies... are mostly empty space- groupings of tiny energy waves bound together.

Forces of attraction strong enough to convince us that matter is solid...

I'm going to New Mexico, to my ranch. With friends. You should come.

We spoke. He's divorcing her so we can get married before she's showing.

I know what the fucking project is, Lawrence! We all heard about Einstein and Szilard's letter to Roosevelt. Warning him the Germans could make a bomb. And I know what it means for the Nazis to have a bomb.

...and was informed that my involvement in left-wing groups would not prove a bar to my work on the atomic programme.

Congressman, you could use a shovel in making atomic weapons, in fact, you do. You could use a bottle of beer in making atomic weapons. In fact, you do.

Isotopes aren't as useful as electronic components, but more useful than a sandwich. I'd put them somewhere in between.

Of course she fucking knows! We're awful. Selfish, awful people...

The world is pivoting in some new direction... reforming... this is your moment.

We're putting together a KITTY (CONT'D) group to study feasibility- 'We' shouldn't be doing

If that's how you treat a lieutenant colonel, I'd hate to see how you treat a humble physicist.

I thought problem number one would be securing enough uranium ore.

You're talking about turning theory into a practical weapons system faster than the Nazis.

Our fast neutron research took six months- the man they've undoubtedly put in charge will have made that leap instantly.

Werner Heisenberg. He has the most intuitive understanding of atomic structure I've ever seen.

I know him. Just like I know Walther Bothe. Von Weizsäcker. Diebner. In a straight race, the Germans win. We've got one hope.

Hitler called quantum physics 'Jewish science'. Said it right to Einstein's face.

Our one hope is that Hitler's so blinded by hate he's denied Heisenberg proper resources. Because it'll take vast resources. Our nation's best scientists, working together- right now they're scattered.

All minds have to see the whole task to contribute efficiently. Poor security may cost us the race, inefficiency will. The Germans know more than us, anyway.

Leave the Rad Lab here at Berkeley under Lawrence, Met Lab in Chicago under Szilard, large-scale refining- where'd you say? Tennessee... all America's industrial might and scientific innovation, connected by rail... focused on one goal, one point in space and time, coming together... here.

A secret labouratory. In the middle of nowhere. Self-sufficient. Secure. Equipment, housing, the works. We keep everyone there till it's done.

If we don't let scientists bring their families, we'll never get the best. You want security? Build a town, and build it fast.

Welcome to Los Alamos. There's a boys' school we'll have to commandeer, and the local Indians come up here for burial rites. Other than that, nothing for forty miles any direction. And south- east, hundreds of miles of desert. Enough to find the perfect spot.

I got all the soldier I need. Maybe too much. I'm here because you know isotopes, and you-

So you're a fellow traveler, so what? This is a national emergency. I've got some skeletons, and they've put me in charge. They need us.

Heisenberg, Diebner, Bothe, Bohr... what do these men have in common?

Under Nazi occupation. Did they stop printing newspapers in Princeton?

Four divisions- Experimental, Theoretical, Metallurgical, Ordnance.

Izzy, I don't know if we can be trusted with such a weapon, but I know the Nazis can't. We have no choice.

Neutron smashes into nucleus releasing neutrons to smash into other nuclei...

Criticality- the point of no return- massive explosive force... but the chain reaction doesn't stop...

When we detonate an atomic device, we might start a chain reaction that destroys the world.

Nothing in our long-standing friendship would have led me to believe that Chevalier was actually seeking information; and I was certain he had no idea of the work on which I was engaged.

It has long been clear to me that I should have reported this incident at once.

Halifax, 1917. A cargo ship carrying munitions exploded in the harbor...

The biggest man-made explosion in history. Let's calculate how much more destructive it would have been with a nuclear, not chemical, reaction. Expressing power in terms of tons of TNT-

Hang on. How do you generate enough force to fuse hydrogen atoms?

Well, since you're going to need one, anyway... can we get back to the business at hand?

Of course it was- you weren't NICHOLS (O.S.) there, Lewis. Forgive me, doctor... Strauss leans around the FLOWERS in the centre of the table to see who is speaking- Nichols, now a civilian.

I'll talk to the Ordinance division- we'll get you blowing things up...

School's up and running. I thought of a way to reduce support staff...

Mrs Serber. I've offered jobs to all the wives. Admin, librarians, computation. We cut down on staff and keep families together.

Don't be absurd. These are some of the brightest minds in our community.

I still haven't heard that my security clearance has been approved.

It may not be your fault, but it's your problem. Because I'm going.

The data indicates it may have been a plutonium implosion device.

His designs have always been wildly impractical. You'd have to deliver by ox-cart not airplane.

You didn't hire me despite my left- wing past, you hired me because of it. So you could control me.

You're neither humble, nor 'just' a soldier. You studied engineering at MIT.

Now that we understand each other, perhaps you'll get me my security clearance, so I can perform this miracle for you.

He was never employed at Los Alamos, he was a liaison. Our security was tight, as former Colonel Nichols well knows.

Don't be an asshole, Nichols. We need this kid. Fix it, will you?

She had indicated a great desire to see me before we left. At that time I couldn't. But I felt that she had to see me...

She was undergoing psychiatric treatment. She was extremely unhappy.

Jean, you asked me to come. And I'm glad I did. But I can't come again.

No need. I just wanted to check whether I should talk to Lomanitz while I'm here- given your concerns.

Understood. Oh, and as far as the union goes, I wanted to give you a heads up on a man named Eltenton.

Well, a man attached to the Soviet Consul indicated, through intermediate people, to people on this project that he was in a position to transmit information they might supply.

Frankly, I can see there might be arguments for the commander-in- chief informing the Russians- they're our allies. But I don't like the idea of it going out the back door- it might not hurt to be on the lookout for it.

I was trying to put it in the context of... Russia's not Germany.

There's a man whose name was mentioned to me a couple of times- Eltenton. I think he's a chemist employed by Shell. He talked to a friend of his who's an acquaintance of someone on the project. To go beyond that would be to put names down of people who are not only innocent but were one hundred percent cooperative.

I was trying to give them Eltenton without opening a can of worms. I told him a cock-and-bull story.

As far as I know- there may have been more than one person involved. If I seem uncooperative I think you can understand that it's because of my insistence in not getting innocent people into trouble.

You are persistent, and that is your job. But my job is protecting the people who work for me.

You do a good job of knowing where Mr Tolman is... when it counts.

He took a wrong turn. We're ahead. And with you here to help us...

You can lift the rock without being ready for the snake that's revealed.

She'd taken pills, left a note... not signed... she took barbiturates...

We were together- she said she needed me... but I told her I wouldn't see her again. It was me.

Kisty, you replace Neddermeyer. Seth, I'm putting you on plutonium. Lilli, go work for Kisty.

Fuchs, take Teller's role- you're exclusively on the implosion device.

I won't let you leave. Forget Hans, forget fission. Stay here and research what you want. Fusion. The Hydrogen bomb- whatever. We'll meet to discuss-

Teller's designs are as impractical as they were during the war.

By limiting the spread of atomic weapons through international control of nuclear energy.

Lewis, if we build a Hydrogen bomb, the Soviets would have no choice but to build their own.

I say we use this moment to gain concessions from the Russians by committing that we will not build the Hydrogen bomb.

Lewis, we're the Advisory Committee. We'll give them our advice.

Not if you're a GI preparing to invade Japan. We can end this war.

We're theorists- we can imagine a future, and our imaginings horrify us. But they won't fear it until they understand it, and they won't understand it until they've used it. When the world learns the terrible secret of Los Alamos, our work will ensure a peace mankind has never seen. A peace based on the kind of international cooperation that Roosevelt always envisaged.

Frank knows the desert. He left politics behind- he's been working for Lawrence for two years.

Just because we're building it- doesn't mean we get to decide how it's used.

I'm not getting into that. Tell me your concerns and I'll relay them-

How would you know? You got us into this, you and Einstein, with your letter to Roosevelt saying we could build a bomb-

Fermi's in the meeting. And SZILARD (CONT'D) Lawrence- They're not you. You're the

Don't underestimate the psychological impact of an atomic explosion... a pillar of fire ten thousand feet tall, deadly neutron effects for a mile in all directions... from one. Single. Device. Dropped from a barely noticed B-29... the atomic bomb will be a terrible revelation of divine power.

If we use this weapon without informing our allies, they'll see It as a threat and we'll be in an arms race.

Secretary Stimson, if I may. Not all the scientists on the project agree. In fact, this might be a moment to consider other opinions-

I'll be at the south observation point with Frank and Kistiakowsky. You'll all be assigned to base camp, far observation, or west observation.

Without high winds it should settle within two to three miles. Evacuation measures will be in place, but we need good weather for visibility so it should be fine. We go on the night of the 15th.

I'll send a message. If it's gone our way... 'Take in the sheets.'

If we fire those detonators and they don't trigger the reaction, two years' worth of plutonium will be scattered across white sands.

The team hasn't slept for two nights. We stand down, make the bomb safe, it's weeks before we get back here.

I know this desert. The air cools overnight. Just before dawn, the storm breaks.

I put my money on three kilotons. Any less, they won't get what it is.

We had a moment where it looked like the chain reaction from an atomic device might never stop. Setting fire to the atmosphere.

Nothing in our research over the last three years supports that conclusion except as the most remote possibility.

Watch that needle. If the detonators don't charge, or if the voltage dips below one volt, you abort.

If they detonate it too high in the air, the blast won't be as powerful-

Edward, the fact that we built this bomb doesn't give us any more right or responsibility to decide how it's used than anyone else.

Once it's used, nuclear war, maybe all war, becomes unthinkable.

Everybody here is feeling Reasonably good about it. It's been a long road.

Well, it's that... now is our chance to secure international cooperation on atomic energy, and I'm concerned-

Mr President, the Russians have good physicists and abundant resources-

America and Russia may be likened to two scorpions in a bottle, each capable of killing the other, but only at the risk of his own life. There are various aspects of this policy which I would like to discuss but can't. Follies that can occur only when even the men who know the facts can find no one to talk about them, when the facts are too secret for discussion, and thus for thought. Candor is the only remedy. Officials in Washington have to start levelling with the American people, and telling them what the enemy already know about the atomic armaments race.

He may not be wrong. We bombed an enemy that was essentially defeated.

But today that pride must be tempered with a profound concern. If atomic weapons are to be added to the arsenals of a warring world... then the day will come when people will curse the name of Los Alamos and Hiroshima. The peoples of this world must unite or they will perish. The atomic bomb has spelled out these words for all men to understand.

You can use a bottle of beer for making atomic weapons, in fact, you do... I'd say isotopes are less useful for atomic energy than electronic components, but more useful than a sandwich. I'd put them somewhere in between.

This answer is a summary of relevant aspects of my life in more or less chronological order...

Because I was an idiot. I found myself trying to give a tip to the intelligence people, without realizing that when you give a tip you have to offer the whole story. Asked for details, I went off on a false pattern. There was no microfilm, no consular attaché. There weren't three or more people involved on the project. There was one person involved. That was me.

Clearly with the intention of not revealing who was the intermediary.

Isn't anyone ever going to tell the truth about what's happening here?

Only a fool or an adolescent presumes to know someone else's relationship, and you're neither, Lloyd.

Kitty and I, we're grown-ups. We've walked through fire together. And she'll do fine.

Yes, because this was work of exploration. It was not the preparation of a weapon.

No. It's not an academic thing whether you can make a Hydrogen bomb. It's a matter of life and death.

'Pushing' is not the right word. Supporting and working on it, yes.

When it was suggested that it be the policy of the United States to make these things at all costs, without regard to the balance between these weapons and atomic weapons as part of our arsenal.

We freely used the atomic ROBB bomb. In fact, doctor, you assisted

Well, it was technically ROBB (CONT'D) successful. Oh, technically.

This was not a problem with ROBB (CONT'D) which I was confronted. I'm confronting you with it

I set forth arguments against dropping it. But I did not endorse them.

No. I was asked by the Secretary of War what the views of scientists were- I gave the views against and the views for.

I did my job- I was not in a policy- making position at Los Alamos- I would have done anything that I was asked to do-

What we meant- what I meant- was that it would be a better world if there were no Hydrogen bombs in it.

If we did it, they'd have to do it. Our efforts would fuel their efforts- just as it had with the atomic bomb!

When it became clear to me that we would tend to use any weapon we had.

CLOSE: on a prosperous sixty-three-year-old man, LEWIS STRAUSS, as he takes a cup of coffee from a SENATE AIDE... SUPER TITLE: "2. FUSION"

I've only read the transcripts, but who'd want to justify their whole life?

As Chairman, I wasn't allowed to be. Are they really going to ask about it? It was years ago.

Four years ago. Oppenheimer still divides America- the committee will want to know where you stood.

I was, but I met Robert in my capacity as board member of the Institute for Advanced Study at Princeton. After the war he was world-renowned- the great man of physics...

I'm a proud member of Temple Emmanuel- 'straws' is the Southern pronunciation. Welcome to the Institute. I think you could be very happy here.

Well, you'll love the commute- the position comes with that house for you and your wife.

No, I'm not trained in physics, or anything else. I'm a self-made man.

I've always wondered why you didn't involved him in the Manhattan Project.

As Chairman of the AEC I have access to your security file. I've read it. The job is yours.

The purpose of this Institute is to provide a haven for independent minds. You're the man for the job.

This is one of the most prestigious appointments in the country...

Just then I was more concerned about what he'd said to Einstein to sour him on me.

My assumption is that it was connected to his left-wing political activities.

Senator, I can't possibly answer for a security clearance granted years before I even met the man.

After the war, Dr Oppenheimer was the most respected scientific voice in the world. That's why I asked him to run the Institute, that's why he advised the Atomic Energy Commission. Simple as that.

I didn't. I was the AEC Chairman, but it wasn't me who brought the charges against Robert.

A rabid anti-Communist named Borden. He wrote to the FBI demanding they take action.

This was the McCarthy era- people hounded out of jobs for any hint of red... reading Oppenheimer's security file- his Communist brother, sister-in-law, fiancée, best friend, wife... that's before you even get to the Chevalier incident.

Someone gave it to him. Someone who wanted Oppenheimer silenced.

Who knows? Robert didn't take care not to upset the power brokers in Washington. His opinions on the atom became definitive and he wasn't always patient with us mere mortals. I came in for plenty of harsh treatment. There was an AEC vote on the export of isotopes to Norway...

Mr Chairman, if I may? I'm nominated for Commerce Secretary. Why seek the opinion of scientists-

I'd like to know the name of the scientist testifying. And I'd like the chance to cross-examine.

You don't know scientists like I do, counselor. They resent anyone who questions their judgement- especially if you're not one of them...

I was chair of the AEC- I'm easy to blame for what happened to Robert.

We get that name- you call the AEC, find out if he was based in Chicago or Los Alamos during the war.

If he was in Chicago he worked under Szilard and Fermi, not the cult of Oppie at Los Alamos.

Robert built that damn place- he was founder, mayor, sheriff all rolled into one...

The Soviets have a bomb? We're supposed to be years ahead of them. What were you guys doing at Los Alamos? Wasn't the security tight?

Robert, they just fired the starting gun. What's the nature of the device they detonated?

My understanding is that Teller first proposed it at Los Alamos.

If it could put us ahead again, Truman needs to know about it. And if there's a possibility that the Russians know about it from a spy at Los Alamos... we've gotta get going.

There were rumours of OPPENHEIMER espionage at Los Alamos- Unsubstantiated-

I've heard there were OPPENHEIMER (CONT'D) Communists on the project- We didn't knowingly employ were any of them involved any Communists. with discussions of the Super?

Why don't you draw some of those circles on this side of the map?

Gentlemen, I have to ask whether your discussion should be more of a technical one. Robert?

I asked what Truman should do. The world's changed. Communism threatens our survival.

Could they be working on it already? Based on information from a spy at Los Alamos?

I was never one of those who bandied around terms like 'sabotage'.

Feelings ran high on these issues, but that's a very serious accusation, Senator.

But all along- with McCarthy on the rise- he knew he was vulnerable. His brother was blacklisted by every university in the country...

But none of that stopped Robert from om pushing the GAC to recommend arms control instead of the H-bomb.

You haven't heard. Klaus Fuchs, the British scientist you put onto the implosion team at Los Alamos?

Sure. Or maybe he thought fame could actually protect him. When Eisenhower took over, Robert saw one more chance. He took it...

I can't imagine he'd do that. But whoever did unleashed a firestorm that burned a path from the White House right to my desk at the AEC. You see them in there trying to hang Oppenheimer around my neck. I've worked my whole life to get here- the Cabinet of the United States of America- and now, in front of the entire country, they want to put me back in my place... a lowly shoe salesman.

I don't really know him, but he was one of Szilard's boys in Chicago. And they never forgave Oppenheimer...

I've talked it over with Hoover- he'll hold McCarthy at bay while you do this at the AEC.

No trial. You can't give Oppenheimer a platform, you can't martyr him. We need a systematic destruction of Oppenheimer's credibility so he can never again speak on matters of national security.

A simple bureaucratic procedure- his Q clearance is up for renewal.

As you can see, Robert, it's not yet signed. If you do decide to appeal, they'll have to send you a copy...

Robb will have security clearance to examine Oppenheimer's file...

A closed hearing- no audience, no reporters, no burden of proof.

Amateurs seek the sun and get eaten, power stays in the shadows.

Of course. But don't take too long, I can't keep Nichols at bay. I'm sorry it's come to this, Robert.

Senator, I'd like to once again request that we're furnished with a list of witnesses.

I told you Oppenheimer poisoned the scientists against me! Right from that first meeting...

I don't know what Oppenheimer said to him that day, but Einstein wouldn't even meet my eye...

Oppenheimer knows how to manipulate his own. At Los Alamos he preyed on the naïveté of scientists who thought they'd get a say in how we used their work... but don't ever think he was that naïve himself...

Oppenheimer wanted to own the atomic bomb. He wanted to be the man who moved the earth.

He talks about putting the nuclear genie back in the bottle- well, I'm here to tell you that I know J Robert Oppenheimer and if he could do it all over he'd do it all the same. He's never once said he regrets Hiroshima- he'd do it all over because it made him the most important man who ever lived...

But he wanted all the glory and none of the responsibility. So he needed absolution. He needed to be a martyr. To suffer, and take the sins of the world on his shoulders. To say 'no, we cannot continue on this road' even as he knew we'd have to...

He knew he'd have to be seen to suffer for what he did. It was all part of his plan.

He wanted the glorious insincere guilt of the self-important to wear like a fucking crown. And I gave it to him...

J. Robert Oppenheimer- the martyr. I gave him exactly what he wanted. To be remembered for Trinity, not Hiroshima, not Nagasaki. He should be thanking me.

Do you still have enough votes, or is the crowning moment of my career about to become the most public humiliation of my life?

I did what was right for this country. They don't want me in the Cabinet Room? Maybe they should just invite Oppenheimer instead.

He turned the scientists against me. One by one. Starting with Einstein. I told you about that? About Einstein, by the pond?

President Eisenhower's asked you to be in his cabinet, the Senate has no choice but to confirm you.

When they bring up Oppenheimer, answer honestly and no senator can deny that you did your duty. It'll be uncomfortable...

I think they just want to know what happened between 1947 and 1954 to change your mind on Oppenheimer's security clearance.

But how would Borden have access to Oppenheimer's security file?

No Presidential Cabinet nominee has failed to be confirmed since 1925. This is just how the game is played.

We can't let the Senate think that the scientific community doesn't support you.

I don't think we need to go there. Isn't there anyone we can call who knows what really happened?

But how could they do it? He was a war hero- and he'd already told everyone about his past...

But how could Borden get access to Oppenheimer's FBI file? Could it have been Nichols?

I think we can make the Senate grasp that you did your duty, painful though it was. Will Hill's testimony back that up?

You've sat there and let me tell you how this is done. But you've been far ahead. All along...

You get things done. What was it you said about Borden? Why get caught holding the knife yourself? I'm beginning to think that Borden was holding the knife for you.

It wasn't Nichols or Hoover STRAUSS or one of Truman's guys- it Borden didn't take any was you. You gave the file to convincing... Borden... you set him on Oppenheimer, convinced him to-

Well, Teller's testifying this morning - that'll help, then Hill is in the afternoon.

It's not a good thing that he's telling them that you initiated the hearings.

He doesn't have to. We're not in court, there's no burden of proof...

There were three, led by the junior senator from Massachusetts. Young guy, trying to make a name for himself. Didn't like what you did to Oppenheimer.

You did. But, you know, sir, since nobody knows what they said to each other that day, is it possible they didn't talk about you at all? Is it possible they spoke about something...

The Senate Aide leads Strauss along the corridor.Admiral.They arrive at the door.The door to the VAST committee room opens- they enter, FLASHBULBS POPPING as PRESS and PUBLIC see Strauss.

Doctor, did you think social contacts between a person employed on secret war work and Communists was dangerous?

The room is SMALL, SHABBY. Surprised, I look up from my statement at the prosecutor, Roger ROBB. Then turn to the THREE BOARD MEMBERS (GRAY, EVANS, MORGAN).INSERT CUT: A YOUNG ME (TWENTY-ONE) LIES IN BED STARING UP, CRYING... PARTICLES WITH THE VASTNESS OF THE STARS MOVE LIKE FIREFLIES...

Was there nowhere here? I thought Berkeley had the leading theoretical physics department-

That will do for today. We'll reconvene tomorrow when we'll hear from Dr Isidor Rabi.

Mr Garrison, this is not a trial- as you're well aware. Evidentiary rules do not apply. We're dealing with national security.

Perhaps a brief recess is in OPPENHEIMER order! If I may? You gentlemen have

Would you say Dr Oppenheimer was unalterably opposed to the H-bomb?

What's the purpose of the delay? He's simply going to read this.

Testimony of this witness is not in any way going to broaden the inquiry.

Mr Garrison, given that we on the board have all read the letter, isn't it better to have it in the record?

Dr Oppenheimer, when did your strong moral convictions develop with respect to the Hydrogen bomb?

J. Robert Oppenheimer, this board, having heard testimony from you and many of your current and former colleagues, has come to the unanimous conclusion that you are a loyal citizen...

However, in the light of your continuing associations and disregard for the security apparatus of this country, together with your somewhat disturbing conduct in relation to the Hydrogen bomb and the regrettable lack of candor in certain of your responses to this board, we have voted two to one to deny the renewal of your security clearance.

A full written opinion, with a dissent from Mr Evans, will be issued to the AEC in the coming days...

Doctor, during your time in Europe, you seem to have met a wide range of other countries' physicists...

And after Hitler invaded Russia, did these Communist sympathies return?

General, did your security officers on the project advise against the clearance of Dr Oppenheimer?

You became pretty familiar with the security file on Dr Oppenheimer?

General, there's really only one question we need answered here today...

In the light of your experience of security matters and knowledge of the file...

You said in your statement you 'had' to visit Jean Tatlock in 1943...

And in the months between your interview with Dr Oppenheimer and his eventual naming of Chevalier, did you expend resources trying to find the identity of the intermediary?

Didn't you try to kill it at the AEC meeting after the Russian bomb test?

So you insisted on bringing on your brother, Frank, a known Communist-

You brought a known former Communist onto America's most secret and important defence project?

And you feel your judgement was sound on who on the team could be trusted?

In the years following the war, would you say you exerted a great influence on the atomic policies of the USA?

Really? If we look at the issue of isotopes... were you not personally responsible for destroying all opposition to their export?

During your interview with Boris Pash in 1943, did you refer to microfilm?

You never said 'a man at the consulate expert in the use of microfilm'?

But not the level of detail. Why would anyone present such an elabourate fiction?

Dr Rabi, after the Russian A-bomb test did Dr Lawrence come to see you prior to the GAC meeting?

So you agreed with those who felt we should launch a programme for the Super at that time?

Suppose this board should not be satisfied that in his testimony here Dr Oppenheimer had told the whole truth... What would you say then about whether or not he ought to be cleared?

Our next scheduled witness, Dr Lawrence, has apparently come down with... colitis...

Mr Borden, as a result of your study of Dr Oppenheimer, did you reach certain conclusions?

Did there co me a time when you expressed those conclusions in a letter to Mr J. Edgar Hoover of the Federal Bureau of Investigation?

Prior to writing that letter, did you discuss the writing of it with anybody connected with the Atomic Energy Commission?

Mr Chairman, the witness wrote this letter on his own initiative laying out evidence which has already been before the board. His conclusions are valid testimony just like the positive conclusions of friends of Dr Oppenheimer. It cuts both ways.

Mr Garrison, I don't think I should be subject to cross-examination by you.

Presumably the act of joining the Party was sending some money and receiving a card?

Did you turn in the card or KITTY (CONT'D) rip it up? The card whose existence I've

Your Communist Party KITTY (CONT'D) membership card- I haven't the slightest idea.

Can a distinction be made between Soviet Communism and Communism?

Were you familiar with the fact that your husband was making contributions to the Spanish Civil War as late as 1942?

Do you remember whether he gave money on a regular or periodic basis?

Were you aware that this money was going into Communist Party channels?

Would it be fair to say that this meant that by 1942 he had not stopped having anything to do with the Communist Party? I don't insist that you answer yes or no. You can answer any way you wish.

Don't you understand what I KITTY (CONT'D) am trying to get at? Yes, I do.

Why don't you answer it that KITTY (CONT'D) way? I don't like the phrase

Are there two kinds of Communists? An intellectual Communist and a plain ordinary Commie?

Is it your intention to suggest that Dr Oppenheimer is disloyal to the United States?

Now, a question which is a corollary of that... do you or do you not believe that Dr Oppenheimer is a security risk?

Doctor, in your work on the Hydrogen bomb at Los Alamos and in the years following, were you deterred by any moral qualms about the development of this weapon?

Beginning in 1942 you were actively pushing the development of the H- bomb, weren't you?

When did these moral qualms become so strong that you opposed the development of the Hydrogen bomb?

Seventy thousand? At both OPPENHEIMER (CONT'D) Hiroshima and- One hundred and ten thousand

But you testified the other day that the bombing of Hiroshima was very successful?

Would you have supported the dropping of a Hydrogen bomb on Hiroshima?

Supposing there had been a target in Japan big enough for a thermonuclear weapon, would you have opposed dropping it?

Did you oppose the dropping of the atom bomb on Hiroshima because of moral scruples?

You mean having worked night and day for three years to build the bomb, you then argued it shouldn't be used?

You supported the dropping of OPPENHEIMER (CONT'D) the atom bomb on Japan, What do you mean 'support'? didn't you?

I didn't ask you that, OPPENHEIMER (CONT'D) doctor! I would have worked on it,

And the GAC report, which you co- authored, following the Russian atomic test said that a Super bomb should never be produced, did it not!

Wouldn't the Soviets do anything to increase their military strength?

'Just as with the atomic bomb.' Exactly. No moral scruples in 1945, plenty in 1949...

The young ME, frazzled demeanor, STRUGGLES with equipment.I drop a beaker, it SHATTERS. PATRICK BLACKETT looks over, FROWNING. He picks up an APPLE and takes a LARGE BITE.Blackett checks his watch- starts packing up-I start to pack up with the other students.I clean up as Blackett and the other students leave- one leaves an APPLE for Blackett- GREEN WITH STEM AND TINY LEAF. I pause at a bottle: "Potassium Cyanide"... CLUMSY HANDS SHAKING, I draw CYANIDE into a syringe. I INJECT the apple...

...you had to retool your mind to see things hovering just out of site...

Look, I've had a lot of secrets in my head a long time. It doesn't matter who I associate with...

I hope that in years to come you will look back on your work here with pride...

Nichols wants me to fight so that he can get it all in the record...

Nobody's denying his insight. It's his labouratory skills that leave a little to be desired.

I heard you give the same BOHR lecture- At Harvard. And you asked the

I sneak into the back of the auditorium. Standing, SPELLBOUND, as NIELS BOHR, a charismatic Dane, lectures.I RAISE my hand to ask a question...

...It's a new way to understand reality. Einstein's opened a door, now we're peering through, seeing a world inside our world... a world of energy and paradox that not everyone can accept.

You can lift the rock without being ready for the snake that's revealed. Now, it seems, you're ready.

Get out of Cambridge, with its beakers and potions. Go somewhere they'll let you think...

Born. Get to Germany. Study under Max Born. Learn the ways of theory. I'll send word.

Algebra's like sheet music. The important thing isn't can you read music, it's can you hear it. Can you hear the music, Robert?

...showed me the oxygen- of course I messed it up. When they opened me up in Scotland I was unconscious. I pretended I'd been napping.

Heisenberg sought me out in Copenhagen. It was chilling- my old student, working for the Nazis.

He told me things to draw me out... sustained fission reactions in uranium...

I'm not here to help, Robert. I knew you could do this without me.

To talk about after. The power you're revealing will forever outlive the Nazis. And the world is not prepared.

We have to make the politicians understand- this isn't a new weapon- it's a new world. I'll be out there, doing what I can- but you...

You're an American Prometheus- Father of the Atomic Bomb. The man who gave them the power to destroy themselves. They'll respect that. And your work really begins.

Strauss sits facing the Committee, COUNSEL beside him, PRESS, CAMERAS and PUBLIC behind...

Admiral Strauss, I'm interested in your relationship with Dr J. Robert Oppenheimer. You met in 1947?

In hopes of learning how the nominee handled such issues during his time at the AEC, we'll have a scientist appearing before the Committee.

How was Mr Borden able to put together such a detailed indictment?

He was no longer a government employee, and yet he appears to have had unlimited access to Dr Oppenheimer's file. Might Mr Nichols have given him access to the file? Or someone else at the AEC?

Strauss, younger, fifty-one, bustles out of the Institute--to welcome the rail-thin figure of Oppenheimer (forty- three), emerging from a TAXI in HAT and coat, PIPE in mouth. ICONIC.Strauss points along an avenue of trees to Olden Manor...Oppenheimer nods as he follows Strauss into the Institute.

The FBI was taking license plates outside suspected Communist gatherings and his name popped up.

Genius is no guarantee of wisdom. How could this man who saw so much be so blind?

By the time I met him, he'd fully embraced his 'father of the bomb' reputation...

After the truth about Fuchs came out, they stepped up surveillance on Robert. He knew his phone was tapped-

A lot of scientists blame me, but how was I supposed to protect him?

MOMENTS LATER (B&W) Strauss shows Oppenheimer into the well-appointed office.Oppenheimer drifts to the windows- a LAWN rolls down to a POND. He spots a FIGURE- long grey hair poking from under his hat-The figure gently tosses a stone into the water.Oppenheimer turns to Strauss, interested.Strauss, awkward, stays in the doorway and WATCHES... FROM AFAR: as Oppenheimer approaches, Einstein's HAT BLOWS off his head, unleashing a MESS OF GREY HAIR, hat rolling across the grass to where Oppenheimer SCOOPS it up, and we...

The Young Me lies on the floor, STARING UP.INSERT CUT: POINTS OF LIGHT MOVE LIKE SPARKS, BUT IN A WAVE.I wipe TEARS from my eyes. INSERT CUT: STARS. SPARKS FROM A CAMPFIRE. I PAT THE NOSE OF A HORSE IN THE DARKNESS AS I FEED IT AN APPLE. I grow calm, my eyelids lowering... INSERT CUT: AN APPLE- GREEN WITH STEM AND A TINY LEAF... I open MY EYES- JUMP out of bed- SCRAMBLE to dress-

I BURST in- Blackett LOOKS UP. ANOTHER MAN has his back to me. Between them on the workbench- the POISONED APPLE...I nod awkward, trying to control my BREATHING...The other man TURNS, offers his hand- Niels Bohr.Bohr takes me in- this strange, BREATHLESS young man...same question. Why ask again?Bohr picks up the POISONED APPLE from Blackett's desk...I shake my head. Bohr GESTICULATES with the apple as he talks- I watch it bob around- a kitten following a ball of string...Bohr raises the apple to take a bite- I GRAB it.-DROP it into the wastebasket. Blackett peers at it, curious.SPARKS explode in WAVES, WAVES of FIRE CRASHING on a SHORE of GLASS, FLYING OVER the MEDIEVAL SPIRES of Gottingen, I watch BORN and BOHR and DIRAC, GALAXIES of PARTICLES DISPERSE and REFORM, a CUBIST PAINTING transfixes the Young Me, an ORCHESTRA plays STRAVINSKY, I read THE WASTE LAND, I WRITE FURIOUSLY at a desk, I WRITE FURIOUSLY on a chalkboard, I SMASH a glass, and ANOTHER, and ANOTHER, WATCHING the SHARDS skid across the floor, CATCHING and REFRACTING LIGHT, I watch RAINDROPS scintillate a PUDDLE, STREAM down a windowpane, I disturb the surface of a sink full of WATER, watching RIPPLES propagate and INTERFERE, I BOUNCE a ball against a corner of my room, studying its trajectory...

Strauss watches Oppenheimer hand the HAT to Einstein. Strauss checks his watch, then starts down the hill towards them. As he approaches, Einstein TURNS, walking towards Strauss with a GRIM EXPRESSION.Einstein PASSES without acknowledging Strauss. Strauss reaches Oppenheimer-Oppenheimer turns, heads back up the hill.Oppenheimer looks back at Strauss, GRINS-Strauss watches him go, shaking his head.

So, Dr Oppenheimer brought your attention to his past associations before you appointed him?

The Oppenheimer situation highlights the tension between scientists and the security apparatus...

Didn't you accuse Oppenheimer of sabotaging the development of the Super?

A packed hall. The Young Me nervously checks my notes.A stocky young man, ISIDOR RABI (thirty), plonks down next to a DUTCH STUDENT who reluctantly shifts, giving him room.I start lecturing... IN DUTCH. Ravi, confused, leans in.

A Yank lecturing on new physics? This I have to hear- I'm an American myself.

It's a long way to Zurich. You get any skinnier we might lose you between the seat cushions. I'm Rabi.

I caught your lecture on molecules. Caught some if it- we're a couple of New York Jews- how do you know Dutch?

You learned Dutch in six weeks to give a lecture on quantum mechanics?

Robert, you're the great improviser, but this you can't do in your head...

You drop a bomb and it falls on the just and the unjust. I don't wish the culmination of three centuries of physics to be a weapon of mass destruction.

Well, the second thing you have to do is appoint Hans Bethe to head the Theoretical division.

Tell Groves to shit in his hat. They need us for who we are. So be yourself, only... better.

Drown in ten feet of water or ten thousand, what's the difference? We can already drown Russia, and they know it.

When you speak, they hear a prophet. When Strauss speaks, they hear themselves.

Hey, weatherman, you think it might be time to get your men away from the steel tower with the atomic bomb primed to detonate via electrical charge?

Strauss told him that you and Ruth Tolman had been having an affair for years. The whole time you lived with them in Pasadena...

I'm Chairman of the General Advisory Committee to the AEC, succeeding Dr Oppenheimer.

Dr Oppenheimer is a man of upstanding character, loyal to the United States, to his friends and to the institutions of which he is a part. I've examined his security file, and in spite of the associations in there, I do not believe Dr Oppenheimer is a security risk, and that these associations from the past should bar him from continuing as a consultant to the AEC.

Yes. We all felt that after the Russian explosion we had to do something to regain our position.

No. There were all kinds of legitimate concerns about the allocation of our resources.

No. He thought a fusion programme would come at the expense of our awfully good fission programme.

In the event, both could be done. Los Alamos, which Dr Oppenheimer founded, rose to the occasion and worked miracles, absolute miracles.

If you want to set me up on the board then I'll give you an answer. But I've never hidden my opinion that I think this whole proceeding is a most unfortunate one.

He's a consultant- you don't want to consult the guy? Don't. Why go through all this against a man who's accomplished what Dr Oppenheimer has? Look at his record- we have an A-bomb and a whole series of it, and we have a whole series of Super bombs and what more do you want, mermaids?

I stare out the window at dark trees, steam and shadows, Rabi dumps his bags down, slumps opposite, sizes me up. Offers me an orange-Rabi starts peeling his orange.Rabi STOPS peeling his orange to STARE at me-Rabi peels his orange. He turns serious...Rabi tosses me a slice of orange.I take the orange, 'sipping' at it.

A tall man of twenty-six turns from the blackboard- HEISENBERG. I study his every move. Rabi NUDGES me 'See?'...

If I inspire anything else, let me know. We could publish together.

I enter. A handsome young scientist, ERNEST LAWRENCE, works on an assemblage of curved pipes and wiring with students, including Luis ALVAREZ.

You must be Oppenheimer. I hear you want to start a school of quantum theory.

You shouldn't let them bring their politics into the classroom...

This is America, Oppie. We had our revolution. Seriously, keep it out of the lab.

I've sampled the Berkeley political scene- it's all philosophy postgrads and Communists talking integration.

Oppie, you're right- it's letting up. I'll see if there's any stars.

It's so clear I feel like I could see one of those dark stars you're working on...

What do you have in common with dock workers and farm labourers?

They won't let me bring you onto the project because of this shit! They won't even let me tell you what the project is-

You think I tell them about your politics? Next time you're coming home from a meeting, take a look in the rear-view mirror.

Listen for sounds on your phone line. And stop being so goddamn naïve.

Because you're not just self- important, you're actually important.

Greetings from Berkeley. I'm here to update you on our progress and solicit your input. To do so I will be sharing many things that General Groves has told me not to

Well, General, I said I 'understood', not that I agreed. So, to business...

To stay ahead, our programme has to continue at full pace after the war.

Is there no way to demonstrate the bomb to Japan to provoke surrender?

I stand there, expectant. A student opens the door, looks around, embarrassed-LOMANITZ (twenty-one) nods, takes a seat.Lomanitz opens his mouth to speak- too slow-It can't. But it is. It's paradoxical and yet... it works. Lomanitz is hooked. I turn to the board, chalk out an equation... when I turn back- There are now FIVE students (including SERBER and SNYDER) listening intently... I move to Lomanitz to hand him his paper. I pat his shoulder.DISSOLVE TO: A PACKED CLASSROOM, hanging on my every word as I- now thirty- two, slim, well-dressed, confident- teach in the round. Lawrence listens at the edge, fascinated.INSERT CUT: A STAR. A SUN. BURNING, ROILING.I look around. Make eye contact with Hartland SNYDER.INSERT CUT: THE SUN IS SHRINKING, MORE AND MORE RAPIDLY...

Increasing density. A vicious cycle. Until... What's the limit here?

Energetic, dashing, I STRIDE across campus, a group of students, including Snyder and Lomanitz, following me, hanging on my every word...

I mark up a paper. Lawrence comes in, frowns at the board.I follow his look: "SATURDAY 2:00pm, RALLY FOR LOYALIST SPAIN".

Dr Oppenheimer's file contained details of FBI surveillance on his activities at Berkeley...

Why would they have started a file on Dr Oppenheimer before the war?

How would these activities have come to the attention of the FBI?

Mr Strauss, the isotopes issue wasn't your most important policy disagreement with Dr Oppenheimer. It was the Hydrogen bomb, wasn't it?

As I get out of my car, I spot TWO MEN checking the license plates of cars on the street... I am GRABBED-My younger brother FRANK (twenty-five) and his date, JACKIE.

We ENTER the bustling room- I spot a beguiling young woman-Mary WASHBURN grabs my tie and leads us to Haakon CHEVALIER.I support of range of causes. Jackie, put out, leads Frank away.INSERT CUT: THE SUN SHRINKS. THE LIGHT OF THE DISTANT STARS BEHIND IS TUGGED TOWARDS THE DYING STAR, BENDING, STRETCHING.The beguiling young woman is there with a tray of martinis. This is Jean TATLOCK...Tatlock nods. I take a glass.Chevalier laughs, delighted, as he leaves us alone.Tatlock considers this. Sizes me up.

You're teaching a radical new approach to physics that I have no chance of understanding. But I hadn't heard you were a party member-

Frank and I are thinking of OPPENHEIMER joining- (ignoring Jackie)

Our government- they think socialism's a bigger threat than fascism.

If you're sending money to Spain, do it through the Communist Party- they can get it to the front lines.

It's not about the book, it's about the ideas. You sound uncommitted.

You're a physicist- do you pick and choose rules? Or do you use the discipline to channel your energies into progress?

Robert, you see beyond the world we live in. There's a price to be paid for that. Of course we'll help.

Lack of cooperation with our allies. Apparently, our government isn't sharing any research with the Russians. He said a lot of scientists think the policy's stupid.

Yeah. He mentioned that if anyone had information they wanted to pass on, going around official channels, he could help...

All your talk about the common man but Jackie's not good enough? We join the Party- you can't hide your disapproval- why? Because that's supposed to be your thing?

Ground Zero. Observation posts at ten thousand yards north, south and west.

South ten thousand. Base camp is ten miles south, here. And a further observation point on this hill twenty miles away.

They want to use the test to confirm the safe operating distance.

Not as risky as dropping one over Japan and hoping we were right about the blast radius.

The arming party's left Zero, heading this way, throwing the switches...

You had them convinced you're more complicated than you really are.

How civilized, you idiot. This is your community- you think rules don't apply to the golden boy?

Don't alienate the only people in the world who understand what you do. One day you might need them.

You drop in and out of my life and don't have to tell me why. That's power.

We are FUCKING. Hot, sweaty, a little brutal. Tatlock GIVES UP, climbs off me-I catch my breath, watching her STUDY my shelves.Jungian.She turns to me.Tatlock turns back to the books.She pulls a book from the shelf: THE BHAGAVAD GITA. She opens the book to find INCOMPREHENSIBLE CHARACTERS.She climbs on top of me, opens the book in my face.I study the page as Tatlock starts to move.She nods, impressed, starts moving again...

Moving over the VAST landscape to find three tiny figures. I lead Lawrence and Frank on horseback up a mountain trail.

THUNDER. Lawrence climbs off his horse. The wind WHIPS as we set up our tent...

Lawrence, Frank and I huddle in the BUFFETING TENT, trying to keep a fire going in the WIND and RAIN outside the tent.I look at Frank, sardonic with drink.Frank stares at me... the tent stops buffeting...Frank watches Lawrence go, then pounces-I point in the direction Lawrence wondered off.I giggle at this. Frank shakes his head, then starts laughing, too. I grab Frank's shoulder. Frank looks up...I hold up my hands in defeat-

I approach Lawrence, who stares up at the stars.INSERT CUT: AN EXPANDING DARKNESS EATS THE STARS...Lawrence smiles at this. Looks around, then-I turn, heading to the tent. Lawrence follows.My response is so soft it is almost swallowed by the dark...

Tatlock and I walk down the sidewalk. I try to take her hand- she folds her arms.Across the street a young man BURSTS out of the BARBER SHOP, towel across chest, NEWSPAPER in hand... the barber runs out- the young man rips off the towel, TOSSES it to him and RUNS-I leave Tatlock on the sidewalk, take off after Alvarez-

I BURST in- Lawrence is trying to calm Alvarez-Alvarez tosses the paper at me-I put down the paper, take up my chalk like it's a weapon, move to the board. Alvarez grabs the paper-Alvarez and Lawrence leave. I write and write...

Lawrence, it's fission. Nuclear fission. They've split the atom...

I peer at Alvarez's oscilloscope...I stand, moving away... thinking...

Tatlock GRABS a bouquet out of my hands-She dumps them in the trash. I just stare.you. I pause. Then, gently...Tatlock kicks at the dirt.She looks up at me.She goes inside-Slams the door shut behind her. I stand there.I turn. Chevalier and his wife, BARBARA, wait in the car.

Chevalier and Barbara lead me into the crowded hall. A BANNER: "FEDERATION OF ARCHITECTS, ENGINEERS, CHEMISTS AND TECHNICIANS". A man with a British accent greets us. This is ELTENTON.Eltenton guides me towards the stage...I spot Lomanitz, who grins and waves...Eltenton pushes me onto the stage. People start APPLAUDING at the very sight of me. I can't quite not smile about this.

Chevalier, good to see you. And the illustrious Dr Oppenheimer. I'm Eltenton. Might you say a word about organized labour on campuses?

I watch Lawrence examine his cyclotron.The door opens. Richard TOLMAN and Vannevar BUSH enter-They exchange glances with Lawrence. Awkward SILENCE. I rise, letting them off the hook-

As I enter, a magazine FLAPS into my hands from across the room. Students are all reading copies...I open the magazine as I turn to a STUDENT-Snyder comes in with a newspaper. Glum.He holds up the paper: "HITLER INVADES POLAND".

This is the only key. Teller's here already. Shall I show him in?

Sorry- the gadget will need a thirty-three-pound sphere, about this size...

Here's the amount of uranium Oak Ridge refined all of last month.

If we can enrich these amounts... we need a way to detonate them.

I call it 'shooting'- we fire a chunk of fissionable material into the larger sphere with enough force to achieve criticality.

We can't know what it might do to your reproductive system- Donald, help me out, here-

The Japanese told us of people who wore striped clothing upon whom the skin was burned in stripes.

Robb looks on intently as I turn the page on my statement...opportunity to cross-examine.Behind me, on a couch, is KITTY (forty-six), listening intently...

Kitty (thirty-one) watches as I EXPERTLY open the liquor cabinet-I turn to see RUTH TOLMAN (forty-five) looking at me, mischievous.I thump a glass onto the cabinet- pour a drink-I hand her the glass- fingers touching...I push the palm of my hand up against hers.Kitty pushes her fingers through mine, interlacing our hands. I look at a GREY-HAIRED MAN in conversation with Tolman...As Ruth looks our way I let Kitty's hand go.Kitty looks meaningfully over her glass at me.

Somehow I graduated to housewife. Can you explain quantum mechanics to me? It seems baffling.

Yes, you did. Because you know it won't make a bit of difference.

My previous husband died. At twenty- eight I wasn't ready to be a widow.

From money, like me, but he was a union organizer in Youngstown, Ohio. I fell hard.

Hard enough to spend four years living off beans and pancakes, handing out the Daily Worker at factory gates.

By '36 I told Joe I couldn't take it anymore, quit the Party and joined my parents swanning around Europe. A year later I said I wanted him back. Him, not the Daily Worker. He said 'Swell, I'll meet you on my way to Spain.'

On his way we reconciled. One beautiful week in Paris. Then he went to the brigades and I waited. One day Steve Nelson turns up in the lobby of the hotel to tell me Joe got himself killed first time he popped out of his trench.

Head of the Communist Party in San Francisco. You don't know him?

My husband offered both our futures to stop one fascist bullet embedding itself in a mudbank. That's the definition of nothing.

Pragmatic. Steve and his wife brought me home with them to Chicago, then set me up with husband number three. Now here I am...

You sit there, day after day, letting them pick our lives to pieces. Why won't you fight?

You don't get to commit the sin, then have us all feel sorry for you that it had consequences.

Wake up! It's always been Strauss- and you know it. Why won't you fight him, for Christ's sake?!

You'd be accepting the charges! You'll lose your job. Your reputation, your place in history! We'll lose our house. Robert, we have to fight.

Very strongly against. I've had nothing to do with Communism since 1936. Since before I met Robert.

In the days when I was a member I thought they were definitely two things-

I thought the Communist Party of the United States was concerned with our domestic problems. I now no longer believe this. I believe the whole thing is linked together and spread all over the world. I've believed this since I left the Party sixteen years ago.

I know that. Thank you. But the question isn't properly phrased.

Not gentlemanly enough? You're all being too goddamn gentlemanly.

And you? Shaking Teller's hand- you need to stop playing the martyr.

Did you think if you let them tar and feather you the world would forgive you? It won't.

Kitty and I THUNDER along on horseback, climbing a ridge. I shout ahead to Kitty-Kitty pulls up. I come alongside.Kitty DISMOUNTS. I follow.Kitty takes out a hip flask. SWIGS.She hands me the flask. I take a drink.She looks around at the wilderness...I grab her. Kiss her, hard.

Tatlock and I sit on the floor, backs to the bed like kids. Tatlock has been crying.I reach into my pocket- she GRABS the small posy from me, TOSSING it aside.Tatlock looks at me. Appreciating the sentiment.

I write "F.A.E.C.T." on the board, Lomanitz hands out FLIERS. Lawrence enters, GRABBING a flyer from the nearest student: "UNIONIZE THE RADIATION LAB".Lawrence turns to another student-The students file out. Lawrence SLAMS the door- turns on me-I'm taken aback by this...I see the reality. Shift gears-Pragmatic. It's done, Lawrence. I'll talk to Lomanitz and the others. You don't have to worry. Lawrence looks at me. Sees this is real.

Why were his Communist associations not seen as a security risk during the war?

You're referring to the hostility of certain scientists directed at Mr Strauss because of his commitment to security, as demonstrated in the Oppenheimer affair?

But, Dr Hill, we've already heard that Mr Strauss did not bring the charges, or participate in the hearings against Dr Oppenheimer.

Strauss paces-INSERT CUT: A YOUNG MAN LEAFS THROUGH A FILE, COLLECTING HIS THOUGHTS... THIS IS WILLIAM BORDEN... HE STARTS TYPING...

Oppenheimer sits at the witness table with Joe VOLPE, the AEC lawyer. Strauss is in the audience.LAUGHTER. Strauss squirms, embarrassed.Volpe looks at Strauss, who SMILES, GOOD-HUMOURED...

But, Dr Oppenheimer, one member of the AEC board thinks these isotopes could be useful to our enemies in the production of atomic weapons.

I come in. The lights are off. A BABY'S CRIES echo...She is in the dining room, in the dark, drink in hand.She sips. SLIDES her drink down the table at me-As the baby CRIES, Kitty comes to me, pulling at my clothes-She moves to kiss my neck- I look upstairs- she PUSHES me away- GRABS her drink...

I carry the crying infant, PETER, to the front door. Knock. Barbara opens it- sees my distraught face and takes Peter.

Chevalier hands me a drink. I stare into the liquid.Chevalier puts out a hand to stop me rising...

Kitty and I GALLOP through the trees, EMERGING into the twilight overlooking a valley. Kitty turns to the wind.anything. You should. Lawrence won't get this done. Or Tolman, or Rabi. You will.

A crowded and lavish lunch. I notice a large man in ARMY UNIFORM, Colonel GROVES, sitting next to another soldier (NICHOLS) with Bush and Tolman. I sidle up to Lawrence at the buffet.The husky GROVES spills sauce on his tunic, wipes at it.

I am working. Groves and Lieutenant Colonel NICHOLS enter.Groves pulls off his uniform jacket, TOSSES it to Nichols.I watch Nichols leave.I turn to the blackboard. Take up my chalk.I have drawn a cross at the centre of the diagram.INSERT CUT: A BARBED-WIRE FENCE IS STRUNG OUT...INSERT CUT: A SCHOOLHOUSE IS ERECTED. A CHURCH. A STORE...

Dr Oppenheimer. I'm Colonel Groves, this is Lieutenant Colonel Nichols.

Theatres of combat all over the world- but I have to stay in Washington.

I built the Pentagon. The brass likes it so much they made me take over the Manhattan Engineer District.

Don't be a smart-ass. You know damn well what it is- you and half of every physics department across America. That's problem number one.

Just broke ground at Oak Ridge, Tennessee. Now I'm looking for a project director.

Nope. Even though you brought quantum physics to America. That made me curious.

I said 'suspected'. Unstable, theatrical, egotistical, neurotic.

Brilliance is taken for granted in your circles. So, no. Only one person said anything good- Richard Tolman. He thinks you've got integrity. But Tolman strikes me as someone who knows science better than people.

I don't take anything on trust. Why don't you have a Nobel Prize?

Someone with your past doesn't want to be seen downplaying the importance of security from our Communist allies.

I'm starting to see how you got your reputation. My favorite response? 'Oppenheimer couldn't run a hamburger stand.'

Why? Why? How about because this is the most important fucking thing that's ever happened in the history of the world? How about that?

No dice. I checked with the British. Until we get Allied boots back onto the continent there's no way. Is he that important?

Shut 'em down. CONDON Compartmentalization is the It's only the top men. key to maintaining security-

I was aware that there were suspicions about him... I was aware that he had a very extreme liberal background.

Truer to say they could not and would not clear him. Until I insisted...

When Pash first learned about Lomanitz- he told the FBI he was going to kidnap him, take him out on a boat, interrogate him 'in the Russian manner'...

When the FBI pointed out that such information couldn't be used in court Pash made it clear that he didn't intend to have anyone left to prosecute. The FBI talked him down, but that's the man you're dancing with.

Boris Pash is the son of a Russian Orthodox bishop. Born here but in 1918 he went back to Russia to fight the Bolsheviks. This is a man who's killed Communists with his own hands.

I've seen so many versions of it, I wasn't confused before, but I'm certainly getting there now.

That he was under the influence of the typical American schoolboy attitude that there's something wicked about telling on a friend. He did what he thought was essential- disclosing Eltenton.

You're making a mistake, Robert. A mistake that may haunt you. You need to volunteer this name.

'Rural free delivery'... Eighty babies delivered the first year. This year they've had ten a month.

We leave for Washington tomorrow, and we're going to give them a date.

The Manhattan Project's been plagued from the start by certain scientists of doubtful discretion and uncertain loyalty. One of them just tried to get a meeting with the President.

We need them for now, but as soon as is practical, we should sever any such scientists from the programme. Wouldn't you agree, doctor?

We intend to demonstrate it in the most unambiguous terms. Twice. Once to show the weapon's power. A second to show that we can keep going until they surrender.

Three years. Four thousand people. Two billion dollars. If it doesn't go off we're both finished.

Are we saying there's a chance that when we push that button... we destroy the world?

'Brief' would be an overstatement. He referred to a powerful new weapon, Stalin said he hoped we'd make good use of it against Japan.

Robert, we've given them an ace. It's for them to play the hand.

I think one of the wisest things I ever did was when I selected the director of Los Alamos.

Under my interpretation of the Atomic Energy Act, which did not exist when I hired Dr Oppenheimer in 1942... I would not clear Dr Oppenheimer today if I were a member of the commission.

By no means. I hope I didn't lead anybody to think otherwise for an instant.

The revocation under such extreme publicity I think would be most unfortunate, not because of the effect on Dr Oppenheimer- that I leave to one side- but because of the disastrous effect upon the attitude of the scientists of this country toward doing government research.

Groves emerges, squinting into the brightness, taking in the stark beauty. I greet him, arms spread wide.Groves scans the horizon. Sniffs the air... turns to Nichols.

Groves and I sit talking to BAINBRIDGE and DONALD.I glance at Groves. Then CROSS my legs.

Groves and I walk with CONDON.Groves SNAPS like a bulldog-I look at Groves, then SHRUG at Condon.

Why would we go to the middle of nowhere for who knows how long?

You can't talk to us like GROVES (CONT'D) this. We have every right- You have just the rights I

You've got to be kidding me. Enough of this madhouse- nobody can work under these conditions.

Groves and I sit across the desk from a CONCERNED SCIENTIST.Concerned Scientist GLANCES at Groves then DROPS his gaze.Groves looks at me. Gets up and goes.

They're not gonna let someone like me onto this project. And failing a security check isn't gonna be good for a career even after the war.

The Harvard guys say the building's too small for their cyclotron.

Groves is napping. I just start talking.INSERT CUT: BOHR GESTICULATES WITH THE POISONED APPLE.The train BUMPS. I look out the window, impatient.

Dressed in ARMY UNIFORM, I show Rabi and Condon the CHAOTIC SNOWY and MUDDY mesa. CONSTRUCTION CREWS at work. Feynman approaches-Condon hurries off with Feynman. Rabi turns to me.

I draw on the board.Rabi, seldom at a loss for words, is lost for words...

I pull on a jacket. Run a hand through newly shorn close- cropped dark hair. Put on a PORK PIE HAT. Pick up my pipe...

I walk the main drag like a SHERIFF, nodding at construction workers as I pass... THE ICONIC J. ROBERT OPPENHEIMER.

I look down onto the bustle of students. Lomanitz looks up and waves- then is ERASED by WHITEWASH as workers COVER the windows... Serber hands me a key.The door BURSTS OPEN and a stooped, slightly heavy young man shuffles in. This is EDWARD TELLER.

Calculating chain reactions... I found a rather troubling possibility.

We came into this room knowing a fission bomb was possible. Let's leave it with something new.

A 'super' atomic bomb. Instead of uranium, or plutonium, we use hydrogen.

Heavy hydrogen- deuterium. We compact the atoms together under great force and induce a fusion reaction. Not kilotons... megatons.

You don't have time to meet. You're a politician now, Robert. You left physics behind long ago.

Did you read this crap in the papers? A British physicist saying the atomic bombings weren't the last act of World War II but the first act of this cold war with Russia.

J. Robert Oppenheimer. Sphinx-like guru of the atom. Nobody knows what you believe. Do you?

...that's why I'm here today. To express the warm support for science and scientists Mr Strauss has shown over the years I've known him.

I do not want to suggest anything of the kind. I have always assumed, and now assume, that he is loyal to the United States. I believe this, and I shall believe it until I see very conclusive proof to the opposite.

In a great number of cases I have seen Dr Oppenheimer act in a way which for me was exceedingly hard to understand. I thoroughly disagreed with him in numerous issues, and his actions, frankly, appeared to me confused and complicated. To this extent, I feel that I would like to see the vital interests of this country in hands which I understand better and therefore trust more.

I sit at the front, one long leg tucked under my ass. The scientists include Lawrence, Serber, Teller, BETHE, Condon, Tolman, Feynman, Donald, Bainbridge, NEDDERMEYER and Alvarez.I see Teller waving a piece of paper-Teller's paper is passed around the room, scientists PALING...Hans Bethe hands me the paper, turns to Teller.I look up from the paper, grave. Teller watches the ruckus he's caused with evident satisfaction. Bethe approaches.

When you narrow Teller's critical assumptions the real picture emerges-

You'll get the same answer. Until we actually detonate one of these things, the best assurance you're going to get is this-

I walk through the trees, gaining on two figures. The two men turn. One of them is Einstein.Einstein senses the gravity. Nods. We leave Gödel staring up at the bare trees.

Dr Oppenheimer. Have you met Kurt Gödel? We walk here most days.

Some days Kurt refuses to eat. Even in Princeton, he's convinced the Nazis can poison his food.

And here we are, lost in your quantum world of probabilities, but needing certainty.

About the only thing you and I share is a disdain for mathematics. Who's working on it at Berkeley?

Then you stop. And share your findings with the Nazis, so neither side destroys the world.

You're a man chasing a woman who doesn't love him any more- the United States Government.

No? I left my country, never to return. The German calamity of years ago repeats itself- people acquiesce without resistance and align themselves with the forces of evil. You've served America well, and if this is the reward she has to offer perhaps you should turn your back on her.

You once had a reception for me at Berkeley. Gave me an award. You all believed I'd lost the ability to understand what I'd started. So that award wasn't for me... it was for all of you.

Einstein and I emerge from the trees. I pull a piece of paper from my breast pocket. Einstein takes it.INSERT CUT: DARKNESS SPLIT BY GLOWING PARTICLES FIRING INTO EACH OTHER IN AN INCREASINGLY VIOLENT DISPLAY...Einstein studies the paper... he nods.The air around us CATCHES FIRE... THE PLANET EARTH, LONELY IN VAST DARKNESS, IS SUDDENLY ENGULFED IN FIRE.I turn to leave.

I come past the secretaries. Bethe is there, excited.I gesture SILENCE as I unlock the Rad Lab-

Bethe runs to the cabinet- takes out some papers- hands them to me, excited. I start to scan them, GRINNING-

Kitty opens the door to the Chevaliers, finger to her lips - I am holding the sleeping Peter.Kitty shakes her head, 'not kidding'. Barbara takes Peter. I lead Chevalier to the kitchen...

I mix a tray of martinis. Chevalier watches, distracted.My hands SLOW...I look up at Chevalier. Grave.We STARE at each other... BANG- Kitty barges in.She sees us having a moment...I pick up the tray.

This is a Cabinet post, Admiral. We seek a wide range of opinion.

You act like a defence attorney, the Committee's gonna act like a prosecutor.

It's in the bag, Lewis, so play nice. They bring in a scientist, so what?

Thank you, Dr Teller. We'll break now, unless there's any immediate business.

And I'll remind the nominee that we don't always have that information in advance. We do know that Dr Hill will be here after lunch.

The Senate Aide shows Strauss and Counsel in.Strauss gives a wry smile. Remembers- INSERT CUT: STRAUSS APPROACHES EINSTEIN AND OPPENHEIMER- EINSTEIN BLOWS PAST WITHOUT ACKNOWLEDGING STRAUSS...INSERT CUT: STRAUSS STARES- THE CROWD AT THE ISOTOPES HEARING LAUGHS...

I DRIVE Kitty and Peter through the 'town'... Kitty STARES at the newly built BASIC WOODEN STRUCTURES...

I stand in the hall, holding Peter, NERVOUS, as Kitty inspects the house... she pokes her head back in-

I step up to join Serber- throw up a slide. Condon, Neddermeyer, Kistiakowsky, Donald, Tolman, Bainbridge and Feynman, amongst other SCIENTISTS, are in attendance.INSERT CUT: WOOD AND CONCRETE FRAGMENTS FLY...INSERT CUT: A SHOCKWAVE DRIFTS ACROSS THE TOPS OF THE CHOPPY WATER...I switch the lights on, step down to let Serber-He sees me wave.Serber reaches below the table, brings up a GOLDFISH BOWL-He puts a large BRANDY GLASS next to the aquarium.Serber drops THREE MARBLES into the bowl. The scientists stare at the almost-empty goldfish bowl.He drops TWO MARBLES into the brandy glass.Teller is at the back folding a paper plane.MURMURS of dissent-A HUBBUB develops- I process quickly, then-Teller smiles a self-satisfied smile.GROANS all around...Teller SHRUGS.

Strauss enters- a table surrounded by AEC members- Oppenheimer is slouched at the table, pipe blazing, Bush presides... Strauss removes his overcoat, revealing a tuxedo...Rabi uses a compass to indicate an area on the map...Oppenheimer begrudgingly slides them over to Strauss.

Do we need more deterrence than our current arsenal of atomic bombs?

At this point I'd like the Advisory Committee members to meet in privacy to finalize our recommendations.

Secrecy won't stop the Soviets becoming part of the atomic world.

If we announce it and it fails to go off we'd scupper any chance of Japanese surrender.

It appears to most scientists around the country that Oppenheimer is now being pilloried and put through an ordeal because he expressed his honest opinions. The written charges against him are in a poorly written indictment which the board should have rejected from the outset.

No board in this country should sit in judgement of a man because he expressed strong opinions. If you want to try that case, you can try me- I have expressed strong opinions, often unpopular, many times. I'm doing so right now. When a man is pilloried for doing that, this country is in a severe state... excuse me, gentlemen, if I become stirred, but I am.

I've informed General Groves you've been holding cross-divisional open discussions-

Dr Oppenheimer, the fact that your security clearance is proving difficult to obtain is not my fault. It's yours.

I seem to remember you demanding that your brother come to Los Alamos.

Our security was the tightest we could make it given the personalities involved. But attempts were made. Doctor, we've all read your file here. Do we need to talk about Jean Tatlock? Or the Chevalier incident?

It wasn't a mistake. Your friend Lomanitz has been trying to unionize the Radiation Lab.

Well, he hasn't. The security officer at Berkeley is concerned about Communist infiltration through that union- the... F-A...

Your Q clearance came through. It's important you not maintain or renew any questionable associations.

Take your time, use the entire file. Write up your conclusions and send them to the FBI.

Condon, Nichols and I watch cars pull up. Groves emerges.INSERT CUT: MARBLES DROP INTO THE GOLDFISH BOWL.SCIENTISTS emerge. A THIN YOUNG MAN offers his hand-I've been thinking about implosion. Explosives around the sphere blast inwards, crushing the material.I'd like to investigate that idea.I open the door to the cabin containing my office- 8FLiX.com FYC SCREENPLAY DATABASE 20230904

Bethe, Teller, Condon, Kistiakowsky, Donald, Bainbridge, Fuchs and Feynman and other scientists listen to-

I slump into my chair. Groves is perplexed-Groves shrugs. Gets up to leave. Nichols rolls his eyes.Groves and Condon leave- I corner Nichols-8FLiX.com FYC SCREENPLAY DATABASE 20230904Strauss holds up the filter papers.Oppenheimer nods reluctantly...Bush nods. Oppenheimer looks incredulous-Strauss holds up the filter papers, raises his eyebrows...8FLiX.com FYC SCREENPLAY DATABASE 20230904I spot Glasses SCRIBBLING - I GRAB his pen- he FLINCHES-

Strauss reaches to the centre of the table to move the flowers from between him and Nichols-

Wilkins shows us to SZILARD and FERMI. A scientist with GLASSES takes notes. The group approaches the atomic pile...

Who could think straight in a place like that? Everybody will go crazy.

We already did. The first self- sustaining nuclear chain reaction. Didn't Groves tell you?

Strauss listens to the hungry press pack beyond the door. He TURNS on the Senate Aide-

In truth, the A-bomb might not cause as much damage as the Tokyo bombings.

Oppie's taken a very modest three kilotons... Teller's in for forty- five...

Twenty thousand tons of TNT... and does anyone want the side action on total atmospheric ignition?

If we don't act now, they're going to use this thing against Japan. We booked a meeting with Truman, but somebody killed it. You're meeting the Secretary of War-

History will judge us, Robert. In Chicago we put together a petition-

My concerns?! Germany's defeated, Japan's not going to hold out alone-

Condon and I have just passed through-We turn to see a twenty-three-year-old young woman on the other side of the barrier. This is Lilli HORNIG.I smile at this. Turn to Condon.

Serber, I'm not quitting my job because plutonium's radioactive!

Germany's about to surrender, the Japanese are losing. It's no longer the enemy who are the greatest threat to mankind- it's us. Our work.

Condon and I peer up at the equipment. Groves STORMS in-Why?! Condon looks at me. I say nothing. He turns to Groves-give you! No more, no less.I look steadily at Groves.Condon storms out. Groves turns to me.8FLiX.com FYC SCREENPLAY DATABASE 20230904General Groves looks at me. Nods.

General Groves, were you aware of Dr Oppenheimer's left-wing associations when you appointed him?

Groves, in CIVILIAN CLOTHES, testifies. I watch...Groves shifts, knowing what's about to be asked...8FLiX.com FYC SCREENPLAY DATABASE 20230904I pat Lomanitz on the shoulder.

In your opinion, would he ever consciously commit a disloyal act?

Do you recall your conversation with him about the Chevalier incident?

Rabi will help us. But it's going to come down to how much influence Borden has been able to exert on Teller-

I've said it before, Robert. We should not put her on the stand-

I'd like to know what document Mr Robb is quoting from, and if we might be furnished with a copy.

Members of the board, we're now hearing some new account of the interview... shouldn't we get back to firsthand information?

You've let my client sit up here and potentially perjure himself and all this time you had a recording-?

Is this proceeding interested in truth or entrapment? Because if it's truth...

How does national security prevent the prosecution from providing us a list of witnesses?!

Well enough to speak on the bearing of his character, loyalty and associations?

Mr Chairman, this is the first we've seen of this letter- and I see statements, at least one, which I don't think anybody would be happy to have go into the record- accusations that have not before been made and are not part of the indictment from Nichols.

Is it the opinion of the board that these are matters into which inquiry should now be directed?

How can it avoid it, sir? Supposing you should believe the witness? Mr Robb is tasked by this board with calling in witnesses, and he brings in one to make accusations of a kind that I don't think belong here.

General, Dr Oppenheimer had no responsibility for the selection or clearance of Klaus Fuchs, did he?

You wouldn't want to leave with this board even the remotest suggestion that you're here questioning Dr Oppenheimer's basic loyalty to the United States in the operation of Los Alamos?

Would you say that the revocation of Dr Oppenheimer's position would be in the public interest?

Mrs Oppenheimer, you are no longer a member of the Communist Party?

Will you describe your views on Communism as pro, anti, neutral.

As the group assembles, General Groves speaks to Lawrence.Oppenheimer theatrically drops three marbles into the quarter- full goldfish bowl, then ADDS TWO MORE- the room APPLAUDS. Oppenheimer BOWS, steps down. Lawrence BOUNCES up-Groves looks at me. I shrug. He leaves.

Strauss places the filter papers back down on the table...Strauss watches Oppenheimer glare at Nichols.I pick up the phone-8FLiX.com FYC SCREENPLAY DATABASE 20230904Nichols TOSSES a security pass across the desk.

I testify, Kitty behind me...I enter, without seeing a CAR FOLLOWING. The PASSENGER jumps out, while the DRIVER checks the time, makes a note.Were conceivably dangerous. I move to the elevators, watched by the passenger....and remove a small BUNCH OF FLOWERS. I knock...The door opens to reveal JEAN TATLOCK.I don't talk about those secrets.8FLiX.com FYC SCREENPLAY DATABASE 20230904

Tatlock GRABS the flowers. As I follow her in, she DUMPS them in the wastebasket...

I sit at the table, self-conscious, testifying...Kitty watches me testify. I am NAKED...Kitty watches Tatlock, also naked, STRADDLE me, head on my shoulder, facing Kitty...As Tatlock GRINDS on me she locks eyes with Kitty...I slowly shake my head. 8FLiX.com FYC SCREENPLAY DATABASE 20230904

All eyes on me, clothed and alone again...Behind me, Kitty's face is stone...INSERT CUT: HOT BATH RUNNING. PILL BOTTLE. DOWNTURNED HEAD IN THE WATER. THE SOUND OF FEET STAMPING, STAMPING... I JAM my eyes closed, shake off the image-

As the room breaks up, Kitty speaks privately to me through CLENCHED TEETH as she gathers her things. No eye contact.She DROPS her bag, spilling the contents. Garrison spots a small FLASK as Kitty sweeps it into her purse. I CROUCH-She STANDS- I follow- she TURNS back- in my face-I don't answer. She leaves. Garrison steps up.8FLiX.com FYC SCREENPLAY DATABASE 20230904

Alone on the couch, I glance up, NERVOUS, as a man in uniform walks past. As he sits, I study the back of his head.He's head of security for the project, shouldn't I know him?8FLiX.com FYC SCREENPLAY DATABASE 20230904The disarming friendliness of the truly dangerous.

'Results of surveillance conducted on subject indicate further possible Communist Party connections. Subject met with and spent considerable time with one Jean Tatlock, Communist, the record of whom is attached.'

Dr Oppenheimer, this is a pleasure. General Groves has placed a certain responsibility in me, and it's like having a child, that you can't see, by remote control, so to actually meet you... I don't mean to take much of your time...

Mr Johnson told me of your conversation yesterday, in which I'm very interested. It had me worried all day...

That's not the particular interest I have. It's something a little more, in my opinion, more serious...

I gather you've heard there are other parties interested in the work of the Radiation Lab...

I'm not the judge of who should or should not get information. My business is to stop it going through illegally. Could you be a little more specific?

The memo I wrote at the time states 'Dr Oppenheimer sought to provide information to burnish his image as loyal, clearly having heard of our investigation at Berkeley. He is not to be trusted on matters of security.'

These other people you mentioned, were they contacted by Eltenton direct?

Eltenton made the approach through a member of the faculty here at Berkeley?

Instead of us going on certain steps which may come to your attention and be a little bit... disturbing to you... I'd rather discuss those with you first. I'm not formulating any plans, I'm just going to have to digest the whole thing.

Considerable resources. Without the name our job was extremely difficult.

They felt my time would be better spent in Europe determining the status of the Nazi bomb project.

You said that to Pash?8FLiX.com FYC SCREENPLAY DATABASE 20230904

Groves is on the stand, in civilian clothes-8FLiX.com FYC SCREENPLAY DATABASE 20230904Pash stares at me. I finally keep my mouth shut.I nod at Pash. Get to my feet.

Groves takes in the story.I turn to watch the scenery trundle past.He did.Groves nods.8FLiX.com FYC SCREENPLAY DATABASE 20230904I lift my head at this. INSERT CUT: MARBLES DROP INTO THE BOWL... THREE-QUARTERS FULL...

Kitty is at the witness table. From behind I can see her fiddling distractedly with her purse...

Serber and I walk down the street. Snow falling.We head towards Fuller Lodge...

A CHRISTMAS PARTY. DEBAUCHED. Kitty, in SANTA HAT, serves/spikes the EGGNOG. Bethe, Teller, Charlotte Serber, Neddermeyer, Kistiakowsky, Donald, Hornig, Bainbridge, Fuchs, Feynman amongst the revelers. I have Ruth cornered, glancing over at Kitty, who pretends she wasn't looking at me and GRABS at the nearest male arm- pushing eggnog...I take her glass. Sip from it...I turn- Tolman and Groves enter, brushing off snow...They step aside to reveal... NIELS BOHR. I grin.The crowd LAUGHS, loving it. Bohr peels off to talk to me.8FLiX.com FYC SCREENPLAY DATABASE 20230904Serber and Tolman GRIN. I nod. Bohr notices us relax...Bohr turns to Teller and the others-They shuffle out. Bohr looks at the MARBLES. Turns to me...I take this in. Charlotte Serber enters-I look at my watch, surprised... look at Bohr, who nods 'Go.'She crouches, touches my shoulder- I look up, ASHAMED.8FLiX.com FYC SCREENPLAY DATABASE 20230904 INSERT CUT: TATLOCK KNEELS IN THE BATH, POPPING PILLS. SINKS SERENELY ONTO CUSHIONS UNDER THE WATER...INSERT CUT: GLOVED HANDS HOLD TATLOCK'S STRUGGLING HEAD UNDERWATER... I SHAKE OFF the image...INSERT CUT: OPPENHEIMER, NAKED, SHAKES HIS HEAD AT TATLOCK.Kitty SLAPS me in the face. I look up at her, bleary-eyed...

Compartmentalization, Oppie. What makes you think I know, anyway?

I sip my drink, watching Bohr read the boards. Tolman, Teller, Bethe and Serber sprawl, party hats, TINSEL scarves...

Kitty, on horseback, finds my horse, tied up. She dismounts, moving into the trees... She finds me curled up at the base of a tree in the SNOW, distraught.

But part of me's glad he didn't live to see where this is all going.

I DRIFT through a SILENT, KINETIC WHIRLWIND OF CELEBRATION CLAPPED on the back, KISSED... NODDING and HOLLOW SMILES...

Well, I don't know, he just said to tell you to bring in the sheets.

I vacantly preside over a shambles- the goldfish bowl is FILLED with marbles. As is the glass tumbler... Donald, Bainbridge, Feynman watch the others squabble-Oppie.on the implosion lenses for weeks-Absolutely.I'm engaged in research-Teller simply walks away. As he passes me-I sigh. RISE, clear and direct-I head for the door-

The implosion device is NEDDERMEYER nowhere. You can't rush everything,

There's rushing and there's BETHE getting on with it- pick one, Teller's not helping- I've will ya? been asking for calculations

Teller is held at the gate. I approach. We face off in the 'street' like gunslingers.Teller considers this. Nods, turns to the GUARD-

So the Super was under development on your watch at Los Alamos...

Rabi opens his compasses wider...He draws a circle around Moscow...And a circle around St Petersburg...He points at the USA...8FLiX.com FYC SCREENPLAY DATABASE 20230904 As I listen to them I hear the sound of FEET STAMPING...I tense up as the STAMPING SOUND gets LOUDER and LOUDER...INSERT CUT: DOZENS OF FEET STAMPING, FASTER AND FASTER...INSERT CUT:... SO FAST THE FEET BREAK RHYTHM, CAUSING CACOPHONY...I JAM my eyes CLOSED, SHAKE OFF the image- the sound STOPS-sidetracked.Strauss nods. Rises. Much of the room follows suit, leaving. 8FLiX.com FYC SCREENPLAY DATABASE 20230904Strauss shrugs. As he, Lawrence and Nichols leave together, Borden approaches.INSERT CUT: BORDEN SPEEDS THROUGH THE NIGHT...INSERT CUT: A ROCKET STREAKS PAST, RIPPING APART THE DARK...INSERT CUT: A MISSILE RISES THROUGH THE CLOUDS... I hear the sound of FEET STAMPING... INSERT CUT: DOZENS OF FEET STAMPING FASTER AND FASTER... I peer into the future... INSERT CUT: HUNDREDS OF MISSILES RISE THROUGH THE CLOUDS... I look at the map... Rabi's circles EXPAND like raindrops in a puddle...But that's not the answer Borden wanted. He leaves. Fermi and Bush remain. Rabi leans over to me.8FLiX.com FYC SCREENPLAY DATABASE 20230904

Dr Oppenheimer? William Borden- Joint Committee on Atomic Energy.

During the war, I was a pilot. One night, flying back from a raid, I saw an amazing sight- like a meteor-

I can't help but imagine what it will be for such an enemy rocket to carry an atomic warhead...

'Dear Mr Hoover, the purpose of this letter is to state my opinion, based upon years of study of the available classified evidence, that more probably than not J. Robert Oppenheimer is an agent of the Soviet Union.'

'The following conclusions are justified. One: Between 1929 and 1942, more probably than not, J. Robert Oppenheimer was a sufficiently hardened Communist that he volunteered information to the Soviets. Two: More probably than not, he has since been functioning as an espionage agent.'

'Three: More probably than not, he has since acted under Soviet directive in influencing United States military, atomic energy, intelligence, and diplomatic policy.'

RAIN. I ride my horse through the outskirts. Spot a FLIER stapled to a telegraph pole, ink running: "THE IMPACT OF THE GADGET ON CIVILIZATION - DISCUSSION, BLDG T31 SUNDAY, 11AM".

I enter to find forty scientists meeting. Hornig is speaking.Heads turn as they notice me.The audience is now turned my way...Some of the scientists nod. Scattered applause...Groves watches Kitty approach- she's HEAVILY PREGNANT.8FLiX.com FYC SCREENPLAY DATABASE 20230904

This was taken thirty-one days after the bombing. Virtually everyone in the street for nearly a mile around was instantly and seriously burned by the heat of the bomb.

There were many who thought themselves lucky, who crawled out of the ruins of their homes only slightly injured. But they died anyway. They died days or weeks later from the radium-like rays emitted in great numbers at the moment of the explosion.

An IMPLOSION DEVICE ROCKS the canyon. Groves, Fuchs and I raise our heads- Kistiakowsky and Hornig rush to the device-I put my PIPE on the wall as we CLIMB out of the bunker...Kistiakowsky waves a trail of ticker tape-Fuchs hands me my pipe. I dust it off...INSERT CUT: FLYING OVER DESERT TO FIND FRANK STANDING BY A JEEP WITH AN ARMY OFFICER.Kistiakowsky triggers A VAST EXPLOSION, SPLINTERING THE TOWER, SENDING A MASSIVE PLUME OF FIRE INTO THE AIR... the SHOCKWAVE throws DEBRIS onto me and Groves...8FLiX.com FYC SCREENPLAY DATABASE 20230904

Behind a berm, Groves, Fuchs, Frank and I watch Kistiakowsky and Hornig arm a detonator. Fuchs shuffles lower.

I walk across the lobby- someone GRABS my arm- Szilard, with the Scientist with Glasses in tow. I glance out the window, where Groves is getting into a car, waiting for me...Glasses holds out a paper- I PUSH it back- Glasses FLINCHES-great salesman of science- you can convince anyone of anything. Even yourself.8FLiX.com FYC SCREENPLAY DATABASE 20230904Groves carefully monitors my effect on the room...Groves registers the pivot...A politician, BYRNES, clears his throat politely-I say nothing. Groves looks directly at me.I meet Groves' gaze. Stay silent... Nod.8FLiX.com FYC SCREENPLAY DATABASE 20230904Stimson senses the unease in the room...I point to a crew digging a trench from the base of the tower.8FLiX.com FYC SCREENPLAY DATABASE 20230904The 15th! Frank sees my expression-

I sit on a couch next to Fermi- Lawrence, Groves and Bush in chairs. Secretary of War STIMSON presides. Military, scientists and officials are scattered through the room.

The firestorm in Tokyo killed one hundred thousand people. Mostly civilians. I worry about an America where we do these things and no one protests.

Pearl Harbor and three years of brutal conflict in the Pacific buys a lot of latitude with the American public.

If that's true it would be definitive. World War II would be over. Our boys would come home.

If a Russian bomb is inevitable, perhaps we should invite their top scientists to Trinity.

President Truman has no intention of raising expectations that Stalin be included in the atomic project.

Informing him of our breakthrough, and presenting it as the means to win the war need not make unkeepable promises. But the Potsdam peace conference in July is the last chance for Truman to have that conversation. Can you give us a working bomb by then?

They'd send up everything they have against us, and I'd be in that plane.

We have a list of twelve cities to choose from. Sorry, eleven, I've taken Kyoto off the list because of its cultural significance to the Japanese people.

The Japanese will not surrender short of a successful invasion of the home islands. Many lives, American and Japanese, will be lost in that invasion. The use of the atomic bomb against Japanese cities will save lives.

Dr Oppenheimer, if what you say about the Soviets is true, we have to build up Los Alamos, not shut it down.

I show the plan to the division heads.INSERT CUT: I ENTER A TENT AT THE BASE OF THE TOWER- THE SILVER SPHERE OF THE BOMB IS SURROUNDED BY THE TEAM...INSERT CUT: THE BOMB IS HOISTED UP IN TO THE TOWER...The team exchange looks-A THUNDERCLAP takes us into-I watch the sheets flapping. Glance at the guards...She nods. I head towards the waiting jeep.I turn, looking at Kitty amongst the FLAPPING SHEETS...8FLiX.com FYC SCREENPLAY DATABASE 20230904

White sheets FLAP CRAZILY in the wind... through the window we see Kitty put her drink down reluctantly. She comes out to grab a sheet that has come loose from the line... notices a JEEP idling at the gate, ARMED GUARDS patiently waiting.

I emerge from the house carrying an overnight bag. Kitty, one hand on the washing line, turns to look at me, curious.

A BANG as the final implosion test goes off... Kistiakowsky and Fuchs raise their heads... Kistiakowsky shows Fuchs the tape, grave.

I watch the last TECHNICIAN come down. I nod at the man, then start my lonely climb... I stare at the silver sphere of the first atomic bomb, its surface STUDDED with detonators, WIRES DRAPED across it like spaghetti. Thunder RUMBLES. I watch the approaching storm...

Fermi moves through the team, taking bets...Rabi pulls out some bills-The scientists groan and laugh. Soldiers look at each other: 'What the hell?' Groves corners the army WEATHERMAN.The weatherman gets on his radio. Kistiakowsky BURSTS in-The phone rings -I have the phone to my ear -I study Kistiakowsky. Take the bet.THUNDER. Rabi calls over-The weatherman laughs. Then GRABS the radio - 8FLiX.com FYC SCREENPLAY DATABASE 20230904

The wind's picking up at Zero, not the rain. Lightning circling.

The last trucks drive away, lightning on the horizon. The bomb sits there, impervious to peals of DRY THUNDER...

Groves, the weatherman and I watch rain LASH the desert...Groves considers this. Turns to the weatherman.Groves takes this in. Picks the scab-8FLiX.com FYC SCREENPLAY DATABASE 20230904I check my watch.I listen-

Searchlights settle on the gleaming steel tower. A line of lights leading from the blackness of the night-time desert to the tower comes on...

Groves and I come out into gentle rain. The wind has fallen off. Frank comes up to meet us.DARK GLASSES are handed out. Feynman refuses, jumping up into the cab of a truck-8FLiX.com FYC SCREENPLAY DATABASE 20230904 Feynman TAPS the windshield-Teller, in dark glasses, is APPLYING SUNSCREEN at night-Feynman looks at Teller. Looks at the glass, shakes his head, grinning...

Kistiakowsky and military personal, including BAINBRIDGE, get out of a truck. Kistiakowsky THROWS a SWITCH on the ground...

Rabi, Fermi and Bethe come outside. A SOLDIER hands them WELDER'S GLASS...

Kistiakowsky and Bainbridge get out of the truck and enter the bunker.

Bainbridge pulls out a key. UNLOCKS the arming switches. Kistiakowsky nods, Bainbridge THROWS THE SWITCHES.

A group of scientists, including Teller, Feynman and Lawrence, watch the distant rocket sputter...

Rabi sees SUDDEN DAYTIME- turns to the LIGHT, peers through the welder's glass at BLINDING SILENT WHITE...

Bainbridge PEERS at the X-unit... Frank and I peer at the tower... The electronic counter STARTS: 45, 44, 43, 42...

All we can hear is my TREMULOUS BREATHING as the LIGHT becomes less BLINDING, resolving into a FIREBALL, BRIGHT AS THE SUN, BUT GIANT... I YANK off my goggles... watch the ROILING PLASMA become more visible in its HELLISH CONTORTIONS... CLIMBING into the sky like the DEVIL'S CLAW...

With the wave of DARK THUNDER, TERRIBLE BEAUTY GIVES WAY TO FEAR... I TREMBLE as I watch the glowing cloud climb to its full height, its inner fire dimming to a HELLISH SCARLET... DUST CLOUD RISING, CRACKLING WITH PURPLISH ENERGY...

As the sound diminishes to a RUMBLE and night REGAINS the desert floor, Frank turns to me-

I watch Bainbridge take his place at the KILL SWITCH.Bainbridge nods, watching the meter of the X-unit like a hawk. A nervous hawk.

A loudspeaker broadcasts the countdown-The two-minute rocket goes up-The observers lie on the ground, facing away from the site.Lawrence jumps in next to Feynman. The scientists peer into the distance through the windshield... Teller, pale with sunscreen, adjusts his dark glasses...FOUR RED LIGHTS flicker on-I pull on a pair of WELDER'S GOGGLES... 8FLiX.com FYC SCREENPLAY DATABASE 20230904

Do not turn around until you see light reflected on the hills. Then look at the explosion only through the welder's glass...

Lawrence is stepping out of the car as Feynman SHUTS his eyes against INSTANT DAYLIGHT... a HUSHED INTAKE OF BREATH from the crowd of sunglasses-clad distant observers...

Rabi lifts his head to peek around, welder's glass over his eyes... Groves shakes hands with Bush...

Feynman peers through the windshield. Teller studies the horizon...

A GONG sounds at T-minus 10- Bainbridge peers at the needle, which BOBBLES- his hand FLINCHES- the needle settles...Frank and I peer through the holes in the concrete.Kistiakowsky SCRAMBLES out of the bunker-

-and up onto the embankment, eyes locked on the tiny glow of the distant tower...

I stare straight ahead...Bainbridge watches the needle as the counter goes down to- ... zero. My breath stops- an agonizing instant before- SILENT LIGHT. FULL BRIGHT NOON SUNNY DAYLIGHT.And then- CRACK!!... !!!... !!!!... !!!!!... I am hit by the WIND and DUST of the SHOCKWAVE-8FLiX.com FYC SCREENPLAY DATABASE 20230904I nod, awestruck...

Startled murmurs, then a few claps... then CRAZY, CHEERING, CLAPPING, DANCING... in the middle of it all Rabi tries to understand what just happened...

ECSTATIC CHEERING... even Teller SMILES... Feynman pulls out some BONGOS and hops onto the hood of the truck... people DANCE to his PAGAN RHYTHM as the dawn CREEPS IN...

Kistiakowsky GRABS me in a big HUG- steps back- holding out his hand for payment. I pull out my wallet, frown- there's nothing in it-Kistiakowsky GRINS-

Rabi, still amidst the celebration, watches a car pull up. I get out, walking like GARY FUCKING COOPER- the crowd spots me... goes NUTS. Groves turns to an AIDE -I nod at Groves, move through the sea of congratulations to find Serber...Serber's face falls, perturbed-Serber grins. I spot Groves on a FIELD TELEPHONE- then am HOISTED ONTO JOYFUL SHOULDERS...Kitty freezes, letting the phone come off her ear...Kitty smiles, tears forming. It is done.8FLiX.com FYC SCREENPLAY DATABASE 20230904I lose sight of the bomb as THE CRATE IS CLOSED.

Kitty wrangles the kitchen phone while she feeds our baby daughter and young son-

I am talking to the AIR FORCE OFFICER who is supervising the crating of equipment-

Groves appears at my side, watching the loading...Frustrated, I drop my cigarette and GRIND it out-Groves turns to leave -I watch Groves leave, uneasy. A truck pulls out, REVEALING TELLER. He crosses, watching the loaded truck move away...I look at Teller.I watch another truck pull out...8FLiX.com FYC SCREENPLAY DATABASE 20230904

Kitty comes downstairs to find me sitting at the kitchen table. The phone in front of me.

...Sixteen hours ago an American airplane dropped one bomb on Hiroshima and destroyed its usefulness to the enemy...

It is an atomic bomb. It is a harnessing of the basic power of the universe...

The force from which the sun draws its power has been loosed against those who brought war to the Far East...

You helped save a lot of OPPENHEIMER American lives. What we did And Nagasaki. at Hiroshima was-

Jim here tells me you're concerned about an arms race with the Soviets.

You think anyone in Hiroshima or Nagasaki gives a shit who built the bomb? They care who dropped it. I did. Hiroshima isn't about you.

Frank is doing paperwork when the PA WHISTLES-He hears BANGING and CHEERING- through the window SOLDIERS BEAT on trash-can lids. Frank and the scientists try uncertain smiles and handshakes...I white-knuckle the phone...8FLiX.com FYC SCREENPLAY DATABASE 20230904 I gently put down the phone...

I walk in a relieved daze...Horns HONK, soldiers CHEER... people WAVE... I nod back...

A restless, excitable CROWD is packed into the bleachers, like a HIGH-SCHOOL PEP RALLY...

Kitty reaches forward and adjusts my tie. We hear the sound of DOZENS OF FEET STAMPING RHYTHMICALLY...

As I walk past the rear bleachers I get a close view of DOZENS OF FEET STAMPING IN UNISON... the STAMPING FEET GET FASTER as I approach the stage... The STAMPING GROWS OPPRESSIVE- FASTER and FASTER until RHYTHM BREAKS, causing CACOPHONY which PEAKS as I step up... I raise my hands in a theatrically victorious gesture- the crowd CHEERS...It's too early to determine what the results of the bombing are... Though the crowd is still CHEERING, their sound DIMINISHES...CHEERS. CHEERS. CHEERS. BUT NO SOUND. As I look out at the EXCITED FACES I can hear my own BREATHING... I carry on-The crowd seems to go NUTS, but all we hear is the QUIET CREAKING OF SEATS and SHUFFLE OF FEET as they REACT, HANDS SILENTLY CLAPPING, MOUTHS SILENTLY JAWING... I try again-The CHEERING AND CLAPPING PEOPLE GET TO THEIR FEET in MORTIFYING SILENCE... I stare at them, straining to hear something, then- PIERCING SCREAMS not cheers, as INSTANT DAYLIGHT POURS IN THE WINDOWS- BRIGHTER AND BRIGHTER- My eyes are pinpricks as I see CHEERING/SCREAMING MOUTHS STRETCHED GROTESQUELY WIDE- CRACK!!... !!!... !!!! ... THE THUNDER OF A THOUSAND STORMS ROLLS OVER, DEAFENING- I see FLESH RIPPED FROM THE SMILING YOUNG FACES... I see PLASMA ROILING and the DEVIL'S CLAW reach into the night sky... I see piles of ASHES where the young crowd was cheering...8FLiX.com FYC SCREENPLAY DATABASE 20230904 I see a YOUNG WOMAN LAUGHING... I STEP on something, look down to see my foot inside a CHARRED CORPSE... I look up, SHAKING OFF THE IMAGE... I see young people MAKING OUT under the bleachers, a hand up a sweater... I see the young woman again but NOW SHE JUST CRIES AND CRIES AND CRIES...

DRIFTING through... I see a young man sitting, back to the wall, WEEPING, a woman trying to console him...

As I exit, REVELERS RUN PAST, JOYFUL... turning, I see a young physicist at the wall, bent double... As I pass, he looks up, DISTRAUGHT, VOMIT AROUND HIS MOUTH.

Relief. Gentle formality. I look at the coffee table: Time magazine- me on the cover: "FATHER OF THE ATOMIC BOMB".An AIDE on softly clicking heels, points at the magazine.I look up at her. Blank.

Truman comes from behind his desk to shake my hand-Byrnes nods, sits. I take a seat. Truman leans on the desk.I can't think of an answer.Your country owes you a great debt.Never. I look at the President, incredulous...8FLiX.com FYC SCREENPLAY DATABASE 20230904I taper off.Truman laughs. But I'm not joking. Truman looks to Byrnes for help.I WRING my hands, deeply uncomfortable...Truman looks at me differently. Pulls the crisp white handkerchief from his breast pocket and offers it-Truman gestures to Byrnes, they both RISE. I get to my feet. Awkward. As I leave I hear -The door of the Oval Office CLOSES on me...Lomanitz wound up working the railroad, laying track...Chevalier went into exile... 8FLiX.com FYC SCREENPLAY DATABASE 20230904 INSERT CUT: CHEVALIER CARRIES SHOPPING, STEPPING AROUND CHICKENS IN A RURAL FRENCH ALLEY...INSERT CUT: STRAUSS MOVES THE FLOWERS ON THE TABLE IN THE HOTEL CONFERENCE ROOM, WATCHING OPPENHEIMER...INSERT CUT: HEADLINE: "TRUMAN ANNOUNCES H-BOMB PROGRAM"...

Walking past I notice my face staring back at me from the cover of the magazine on the table...

Drink in hand, I watch the room sing 'Happy Birthday' to Strauss. Ruth Tolman is next to me, staring at the NEWSPAPER.I turn to Ruth, sympathetic.I nod, understanding. She downs her drink and leaves.Strauss is there with his adult children- I glance at them, raise a glass, then turn away. Strauss stands there, humiliated. The couple awkwardly moves off.Strauss looks at me with concern...Turns out he was spying for the Soviets. The whole time. I'm sorry, Robert, you must feel awful. (gestures to bar) Have another. On me. Strauss moves off. I stand there. Frozen.8FLiX.com FYC SCREENPLAY DATABASE 20230904 INSERT CUT: OPPENHEIMER, DRIVING, CHECKS HIS REAR-VIEW MIRROR, SPOTS A SEDAN FOLLOWING HIM...INSERT CUT: KITTY, FROM THE KITCHEN WINDOW, SPOTS A SUITED MAN PICKING THROUGH THEIR TRASH...

Robert, my son and his fiancée are desperate to meet the father of the atomic bomb...

Oppenheimer is lecturing... Strauss is in the crowd...Strauss notices two generals exchanging unfavorable looks.That was the last straw for Robert's enemies.8FLiX.com FYC SCREENPLAY DATABASE 20230904

Serber and MORRISON lecture using slides we never see.I watch as part of a large audience.Serber changes the slide. I react slightly.Changes slide. I LOOK AWAY from the screen. I hear the sound of FEET STAMPING as Morrison continues...I remember-I look at Teller.Teller looks at me. Hurt.8FLiX.com FYC SCREENPLAY DATABASE 20230904I say nothing.

I give my leaving address, Groves by my side. The THOUSANDS of members of the Los Alamos community listen...THUNDEROUS APPLAUSE echoes around the mountains...

Strauss and Counsel drink coffee. The Senate Aide BURSTS in-The Senate Aide holds up TIME MAGAZINE: Strauss is on the cover- "THE STRAUSS AFFAIR, SENATE V. PRESIDENT".The Counsel looks over Senate Aide's shoulder-The Senate Aide is perturbed. Looks up at Strauss.The Senate Aide stares at Strauss, realizing...8FLiX.com FYC SCREENPLAY DATABASE 20230904

I sit there testifying. Robb checks his notes...I think back to my congressional testimony...

The room is all chuckles and smiles at my performance...The room LAUGHS appreciatively. I lean over to Volpe -Volpe glances back at Lewis Strauss, eyes down, ENRAGED...I was the spokesman, but the opinion was unanimous amongst scientists.Kitty is laughing as she opens a miniature with her teeth.Kitty THROWS the miniature at me- it SMASHES into the wall- 8FLiX.com FYC SCREENPLAY DATABASE 20230904She stalks into the bathroom, SLAMMING the door. Garrison watches me clean up the miniature...

I sit on the bed, Garrison and his team go over notes. Kitty raids the mini-bar.

You could. Your security clearance expires tomorrow. Just let it go.

As AEC Counsel, I can't represent you. I'll call Lloyd Garrison.

Robert, you can't win this thing. It's a kangaroo court with a predetermined outcome. Why put yourself through more of it?

Nichols is behind the desk, but Strauss commands the room, instructing Borden...8FLiX.com FYC SCREENPLAY DATABASE 20230904

Nichols hands the indictment to Oppenheimer, who sits and reads. Strauss hands Oppenheimer a drink...Oppenheimer looks up from the letter.Oppenheimer rises. In a daze. Strauss takes his arm...

INSERT CUT: THE GRAY BOARD TAKE THEIR SEATS IN ROOM...INSERT CUT: ROGER ROBB TAKES HIS SEAT...As will the Gray Board...Strauss sips his drink. Smiles at Nichols...8FLiX.com FYC SCREENPLAY DATABASE 20230904CLOSE ON: A LETTER- AEC LETTERHEAD- "DEAR DR OPPENHEIMER..."

I look up from Nichols' letter- SHELL-SHOCKED.I hand the letter back to Nichols. Strauss takes my arm...

Strauss gently guides me down the steps...Strauss, like a parent, puts me into the back of his car.I look at Kitty. Nod.8FLiX.com FYC SCREENPLAY DATABASE 20230904Robb consults a paper in his black binder.Robb looks at Gray. Who nods.Garrison is shocked. I shake my head.I SNAP at the absurdity-Garrison puts a calming hand on my arm-Garrison points at the BLACK BINDERS in front of them all-Gray looks at Garrison, stony-faced.my words. If you say it's from a transcript then I'll accept it. I've already explained that I made up a cock-and-bull story. 8FLiX.com FYC SCREENPLAY DATABASE 20230904I look from smug Robb to the expectant board members...Robb backs down, SATISFIED.

Oppenheimer and Garrison take a break. Rabi approaches.Garrison looks around to see Robb conferring with his team.Rabi tries not to smile. Shakes his head.8FLiX.com FYC SCREENPLAY DATABASE 20230904

I sit, exhausted. A segment of orange drops into my lap -I 'sip' at the orange. Rabi spots Lawrence coming down the corridor- Rabi straightens to his full height- STARES DOWN Lawrence, who looks from Rabi to me. Then TURNS and leaves.8FLiX.com FYC SCREENPLAY DATABASE 20230904

Strauss watches with satisfaction as Teller testifies.With that, the Chairman BANGS his gavel...I glance sideways at Garrison, who almost smiles-I watch as Borden is sworn in.8FLiX.com FYC SCREENPLAY DATABASE 20230904Robb's assistant distributes copies of the letter...Garrison holds up a finger, FRANTICALLY reading ahead-Garrison holds up the letter -I scan down the letter for what he's seen. My face falls...Garrison says nothing. He looks at me, frustrated.I turn the letter face down, staring at its blank whiteness...I watch the STENOGRAPHER calmly type this into the record... 8FLiX.com FYC SCREENPLAY DATABASE 20230904Devastated, I cannot meet the eye of anyone in the room. Garrison gets up from his place. Sits down next to me.

Strauss and his Counsel take their seats as the Chairman calls to order. Strauss looks around the room, CHEERFULLY.Strauss peers at a FAMILIAR man in GLASSES, DAVID HILL- Szilard's note-taking scientist WHOSE PEN OPPENHEIMER GRABBED...Strauss glances at Counsel, satisfied.Strauss narrows his eyes...Hill takes a sip of water before continuing...Counsel turns to Strauss, who is FIXATED on Hill. The Senate Aide REACTS, surprised. MURMURS echo through the chamber...The audience REACTS- Strauss SHAKES his head- the Chairman BANGS the gavel-

Thank you. I have been asked to testify about Lewis Strauss, a man who has given years of service in high positions of government and who is known to be earnest, hard- working and intelligent.

The views I have to express are my own, but I believe that much I have to say will help indicate why most of the scientists in this country would prefer to see Mr Strauss completely out of the government.

Because of the personal vindictiveness he demonstrated against Dr Oppenheimer, and against all those who have disagreed with his official positions.

In my ten years observation of Mr Strauss I have seen his incapacity to change a position, the subordination of his integrity to the attainment of political goals and an obsessive quest for popular and professional approval...

From the standpoint of public welfare, the most injurious exercise of personal vindictiveness in which Lewis Straus has engaged was in the personnel security prosecution of J. Robert Oppenheimer, who had not hesitated to disagree with Mr Strauss on certain questions of fundamental policy.

Oppenheimer made mincemeat out of Strauss' position on the shipments of isotopes to Norway, and Strauss never forgave him this public humiliation. Another controversy between them centreed around their differences in judgement on how the H-bomb would contribute to national security. Oppenheimer had considerable influence and prestige, and Strauss was able to find a few ambitious men who also disagreed with Oppenheimer's position, and envied him his prestige in government circles.

Strauss turned to the personnel security system in order to destroy Oppenheimer's effectiveness-

I realize that Mr Strauss didn't sign the letter of charges, but I think when all of the evidence is viewed, it becomes highly plausible that the Oppenheimer matter was initiated and carried through largely through the animus of Lewis Strauss.

...he was interrogated by a prosecutor who used all the tricks of a rather ingenious legal background to try to trick Oppenheimer into erroneous statements, and he did succeed in a few instances.

I can only say if I'd been on the Gray Board, I would've protested against the tactics of the man who served in fact as a prosecuting counsel- a man appointed not by the board but by Lewis Strauss.

Dr Bush, I thought I was performing a service to my country in hearing this case.

Strauss fumes as Hill reads his statement.Teller, in the audience, stares at Hill...8FLiX.com FYC SCREENPLAY DATABASE 20230904Groves gets up, walks past me with a formal nod.Kitty comes around the corner. Unsteady. I watch her walk towards us, not entirely straight... she catches my eye-8FLiX.com FYC SCREENPLAY DATABASE 20230904Robb gets up to cross-examine...

The record demonstrates that Oppenheimer was not interrogated by impartial and disinterested counsel for the Gray Board...

Strauss watches Hill continue to answer questions...Hill takes a beat to consider this.Strauss strokes his chin, feigning indifference.Robb tries to put himself in Kitty's eyeline...She will not meet his gaze.Kitty fiddles with her purse...She FREEZES. The Board members look at her. Garrison looks at me...Kitty is focused on her purse...And then Kitty LOOKS UP at Robb, pure STEEL-8FLiX.com FYC SCREENPLAY DATABASE 20230904Long enough to have forgotten.forgotten?Garrison and I hang on her every word...Seventeen years ago. My mistake.Sorry, eighteen. Yes, eighteen years ago. Robb sighs patiently.Kitty smiles sweetly-Yes.8FLiX.com FYC SCREENPLAY DATABASE 20230904'having anything to do with the Communist Party' because Robert never had anything to do with the Communist Party as such. I know he gave money for Spanish refugees. I know he took an intellectual interest in Communist ideas-Kitty laughs the laugh of the free.Gray shoots a look at Evans. CHUCKLES around the room. Garrison looks at me. Nods. She did good.

You are charging now that the Gray Board permitted a prosecution of Dr Oppenheimer. Do you think, then, that the members of the Gray Board were unfair?

I watch Teller testify.Teller gets up from the table, as he walks past me he holds out his hand...I shake his hand.I would've spat in his face!Garrison shrugs. 8FLiX.com FYC SCREENPLAY DATABASE 20230904

Garrison drives off. Volpe turns to me...Volpe shrugs. Embraces me. Gets in his car.I turn. Einstein steps into the light.Einstein considers this. Nods slowly.Strauss realizes. Shakes his head at himself.The Senate Aide nods.Strauss GLARES at the Senate Aide.8FLiX.com FYC SCREENPLAY DATABASE 20230904 INSERT CUT: STRAUSS WATCHES OPPENHEIMER HAND EINSTEIN HIS HAT AS THEY SPEAK DOWN AT THE LAKE...INSERT CUT: AS STRAUSS APPROACHES, EINSTEIN WALKS PAST WITHOUT ACKNOWLEDGING HIM, CLEARLY UPSET...

I am back at the witness table. Robb squares up.8FLiX.com FYC SCREENPLAY DATABASE 20230904

I struggle to find an answer for Robb...in selecting the target for the drop of the atomic bomb on Japan? Now I can hear the sound of FEET STAMPING...You knew, did you not, that the dropping of that atomic bomb on the target you had selected would kill or injure thousands of civilians, is that correct?The feet are stamping FASTER and FASTER...at both.I nod.The stamping feet are LOUDER and FASTER...8FLiX.com FYC SCREENPLAY DATABASE 20230904

I search for an answer- the FEET STAMPING ever LOUDER-now, sir. Would you have opposed the dropping of a thermonuclear weapon on Japan because of moral scruples?I'm asking you about it, not 'we'.

Strauss PACES the room, FURIOUS-The STAMPING breaks rhythm to become CACOPHONOUS...yes. But to run a labouratory is one thing, to advise a government is another.LIGHT STABS THROUGH CRACKS IN THE WALL...PLASTER BREAKS AWAY AS LIGHT POURS INTO THE ROOM... I JAM my eyes closed, MORE AND MORE EXPOSED...The sound STOPS. The light is gone.I open my eyes, exhausted...Silence.

Strauss has stopped...Strauss looks at the Senate Aide's neck, wondering if he could get one hand all the way around it.The Senate Aide looks down at his buck slip, counts his tally.Strauss looks at the Senate Aide. He smiles.8FLiX.com FYC SCREENPLAY DATABASE 20230904I barely hear the rest...The board rises, aides start collecting files. Still dazed, I take the phone from Garrison-I take a breath. Not trusting my voice...

We hear the press gathering behind the doors. Strauss checks his tie in the mirror. Smooths his hair. The Senate Aide enters, buck slip in hand.Strauss freezes, absorbing the impact.The Senate Aide leaves him hanging for a beat.Strauss doesn't know what to do or where to look.The Senate Aide checks his tally...8FLiX.com FYC SCREENPLAY DATABASE 20230904The Senate Aide picks up Strauss's hat and coat...Hands Strauss his hat and coat...Strauss looks at the Senate Aide like he wants to kill him. The Senate Aide OPENS the office door and the FLASHBULBS EAT STRAUSS ALIVE as we-

(COLOUR) I approach the figure by the lake. The figure's hat BLOWS off, releasing a mass of GREY CURLS. Strauss watches from the doorway as I scoop up Einstein's hat...I hand him his hat. He looks out at the lake.Einstein turns to me.LYNDON JOHNSON places a MEDAL around my neck. I SMILE and shake the President's hand. Kitty BEAMS as she, in turn, shakes Johnson's hand... Frank comes up to me, gives me a quick embrace-Lawrence claps me on the shoulder, smiling affectionately...Teller approaches, I smile and take his offered hand...8FLiX.com FYC SCREENPLAY DATABASE 20230904 Teller turns to Kitty, offering the same smile and handshake...Kitty STARES Teller down, letting his hand hang in the air like a WILTING PLANT... and we-

Now it's your turn to deal with the consequences of your achievements. And one day... when they've punished you enough...

Dozens of formally attired GUESTS. Kitty by my side. Many faces, now older, are there - Rabi, Lawrence, Frank, Jackie...

They'll serve salmon and potato salad, make speeches, give you a medal...

Einstein TURNS to leave. Up the hill, Strauss approaches...Einstein pauses. I watch raindrops make circles on the surface of the pondEinstein PALES. TURNS, passing Strauss without a word. The sound of FEET STAMPING... CLOSE IN ON: my staring eyes as I visualize THE EXPANDING NUCLEAR ARSENALS OF THE WORLD... THE FEET, FASTER AND FASTER- When I can take it no longer, I JAM my eyes CLOSED and we- CREDITS. END.

We were worried that we'd start a chain reaction that would destroy the entire world...

James V. Simpson September 29, 2006 Farah Films & Management FADE IN:

Christmas decorations dress up the discount grocery store like cheap makeup on an old whore. Crappy Christmas music plays on the cheap sound system as... TYLER "TY" HACKETT, 27, stocks shelves with cans. He's good looking even if a little rough around the edges. He takes life too seriously to enjoy it. A YOUNG FEMALE CUSTOMER, 17, catches his eye. She holds a cranky INFANT as she nervously makes her way down the aisle. Ty's MANAGER, 40s, comes into sight.The Manager walks off to the cash registers.Ty glares. He notices the Female Customer lingering by the medicine section. She glances around, then slips a bottle of INFANT'S COUGH MEDICINE into her pocket. She goes to hurry down the aisle when Ty blocks her.Her sunken face floods with fear. Ty notes her coat is torn. Her sick baby coughs and cries. Ty glances at the Manager. Christmas music fills the tense silence, then...She beelines out of the store. Ty watches her go. A smile spreads across his face as... MUSIC KICKS. Think a cover of "RUN RUN RUDOLPH"

One-fifty? Who can afford that? I work two jobs and I sure can't...

How many times do I have to tell you to throw the empty carton out, don't leave it on the table.

You can't say no, you can't quit, because you need that job to pay the rent.

You don't have time for your school work so your grades keep dropping until you fail out. Now you are stuck working that crappy job with no way out. You're trapped...

I won't be here that long. This is just to pay the bills until I find something better.

I think they'll have proof when you all quit and start living on easy street.

Did I ever tell you the last thing my old man said to me before he split?

He said "life doesn't give you chances, you have to take your own".

You remember that wish I made the other night, with the snowflake. I think I can make it come true for us.

It tells everything. If I don't check in with my brother in an hour, he takes it to the cops.

...Armored car robbery in progress at the Russel Industrial Center.

It's funny. Until an hour ago, I would have done almost anything to have money like this.

I'd give anything to be flat broke and back in my crappy apartment with Dana and my brother. If I get out of this, things are gonna be different.

I'm gonna find a way to get help, then I'll come back with the police. It's our best chance.

When I get my brother and the police car to take him to a hospital, you get the money. We let Cochrane go when we're safely out of here. Deal?

I know you probably need to arrest me but I have to get Jimmy to the hospital.

You can do whatever you want to do to me after I get Jimmy to a Doctor.

When Jimmy gets better, the three of us... We're gonna be okay. I promise...

Ty's piece-of-shit 1979 Camaro blasts through traffic, passing magnificent glass and Art Deco towers.

Ty, wearing shabby clothes, hurries past WELL DRESSED SHOPPERS. This part of town is a world away from the ghetto where he works. Something in the jeweler's window catches his eyes. Ty stops and looks longingly at a diamond ring in the window display. It's not the most expensive but it is the most beautiful. A SECURITY GUARD scowls at Ty from behind the window. Ty selfconsciously moves on.

Upscale. Busy. DANA, 25, an attractive waitress, smiles at FOUR LOUD EXECUTIVES as they get up to leave. They blatantly leer at her body as they go. She collects the money they left on the table for the bill.She affects a friendly smile.Dana hands him back his money.Off the Stunned looks on the Executives' faces...

Even though you didn't take your eyes off my ass all night, I laughed at your stupid jokes and smiled nicely. And you left a dollar and eighty seven cents.

I need you to do something. I think Cochrane, Baines and Palmer's crew are going to rob the trucks. If you don't hear from me by ten, it means I was right. Call headquarters and tell Ashcroft...

Dana exits the restaurant. The crushing weight of another shitty day melts away when she sees Ty standing outside. They kiss. Pure happiness.

As Ty and Dana walk past a lot selling Christmas trees.All Ty sees is the sign: "$150".That gets a smile from Ty.A snowflake lands on her eyelash.Dana closes her eyes. Ty is struck by how beautiful she is. Ty gently blows the flake off her lash. She looks deep into his eyes. Their faces close. Intimate.

Shabby brick buildings and vacant lots spread like cancer. Here there are no decorations. No Christmas. No hope.

DARK. Sounds of the city and arguing from other tenants bleeds through the walls. Ty and Dana come in with CARTONS OF CHINESE TAKEOUT. Dana throws the light switch. Nothing happens. Ty desperately tries another switch. Nothing.They kiss. The romantic moment is broken when... JIMMY HACKETT, 17, strolls in with a basketball tucked under his arm. He helps himself to the food. Off their look...She goes. Ty glowers as... Jimmy gulps down the last of the milk and leaves the empty carton on the table. Ty takes the empty milk carton......And tosses it in the garbage.That cuts Ty. Dana lights the candles. In the light she finds an ENVELOPE on the table.

Don't get pissed at me. How was I supposed to know you were getting your mack on?

Man, it's too bad you didn't get some of that money. We need it.

Ty clenches the school letter in his fist.She gives him an incredulous look.He goes for the door.She gives him a look. "Take it easy". Ty nods.

Jimmy reads by flashlight. Ty opens the door, holding the basketball under his arm..Ty tosses him the ball.

Moving through the glow from street lights, Jimmy drives to the hoop. Ty is all over him. Shoving. Pushing. Jimmy goes up and... Ty smacks the ball away. As the game continues...Jimmy steals the ball and takes a perfect three point shot.Jimmy smiles. Ty takes the ball. He cuts back and forth, trying to get around Jimmy...Ty pushes. Jimmy shoves back. The aggression escalates...Ty's frustration with his life boils... He elbows Jimmy...Ty plows Jimmy over and slams the ball through the hoop.Ty offers a hand to help Jimmy up. Jimmy knocks Ty's hand aside and gets to his feet on his own.Jimmy leaves.Jimmy doesn't look back. Ty immediately feels like shit for saying it.

Ty and Dana sleep. He stirs and glances at the digital clock beside his bed. It's dead. Ty bolts up and grabs his watch. He's late.

On the city outskirts... Ty's Camaro blasts into a lot full of big red ARMORED CURRENCY TRANSPORTS (ACTs), that's an "Armored Truck" for you civilians. Crews of SECURITY GUARDS are already climbing into their trucks and pulling out. As Ty parks, COCHRANE, 50s, definitely ex-military, calls out...Ty races to the truck and climbs in.

It's your last day of probation. Starting Monday you'll officially be one of us.

Knowing you are risking your neck for ten dollars an hour to protect the money they use to buy new clothes and fancy cars, while you can't even afford to keep your lights on.

Thinking about it only makes it worse, especially around the holidays. You'll get used to it after a few years.

The kid did okay. I remember one Probie who got out of the truck and ran away.

I guess this means we can't haze you anymore. Congratulations, Hackett.

Monday is our last delivery before Christmas. These are the busiest shopping days of the year. The banks need a lot of money to meet the demand.

Come on, Hackett. You popped your cherry today. We got to celebrate. I'm buying.

The second one. She says I can't see my kids for Christmas if I don't pay up, but I don't have it.

Listen to me kid. We have a perfect plan. But we can't pull it off without you.

Think about it. On Monday we will have TEN MILLION dollars in our trucks.

Monday at 0-seven-hundred we pick up the load from the Federal Reserve. A shipment this big requires two trucks. Ours and theirs.

We take our regular route back to the depot, where the Chief will be waiting to distribute the load to other trucks for delivery. But we don't make it to the depot.

Along the way we stop and hide the money in a safe place. Then we get back on the route and call in a code ten.

Of course they will. The cops are gonna come at us hard, but if we stick to the story they won't be able to prove a damn thing.

That's why we don't spend the money. My ex-wife's brother is a banker. He'll hide the money in untraceable accounts that can't be touched for two years. The cops and the insurance company will have closed their investigations by then.

I'm due for retirement and you guys will fail your next medical because of post traumatic stress from the robbery. By the time we get the money the company will have forgotten we ever existed. Ty, trust me. No one gets hurt. It's a perfect plan.

Ty - We're not stealing anyone's life savings. The money is insured. The insurance company will replace it. No one will lose a dime.

This is our only chance at this. The Company is in the process of upgrading the trucks with GPS tracking. When that happens we won't be able to take a piss without the company knowing where and how long it took. Monday is our last shot at a score big enough to give our families a better life.

You need this as much as we do. Take the weekend to think about it.

Relax, kid. The hard part's over. It's like taking candy from a baby now.

You're part of the biggest armored car robbery in history and "not bad" is all you can say?

Remember, stick to the story. We stopped because a broken down car was blocking the road, but it was an ambush. Three masked guys with guns got the jump on us and jacked the money.

No one will believe we gave up ten million dollars without a fight.

This way, when the cops arrive we'll be money gone and man down.

Ten million splits five ways a lot easier than it does six. It's the math, it's not personal.

We have forty five minutes before we're officially out of contact and overdue.

The Chief is a "by the book" prick, but he's also a local ex-cop. The last thing he wants to do is let the cops know he lost a truck so he'll wait until the last possible moment before making the call. Before that happens, we need to get in that truck and take care of our little problem.

Whoa, Hoss. That's an inch of polycarbonate. It'll stop a fifty caliber bullet. You'll never break it with a hammer.

Six pin titanium. Even if you open them, the slam locks are still closed.

It's made of hardened steel alloy reinforced with solidified Kevlar.

We don't have to cut a big hole, we just have to cut the hinge pins.

I'll make you a deal. Give us the money and your brother doesn't have to die.

You're dead. You hear me, Ty? You and your family are dead! I'm gonna make you watch your brother beg for his life before I kill him.

It's too late for that. You're in this up to your neck. We all are.

You have two choices: Run now, get caught and spend the rest of your life in jail being traded for cigarettes. Or grow a pair, open the truck, make sure Ty and the cop never leave here alive and spend the rest of your life drinking Margaritas on a beach.

I'm impressed, Ty. You almost made it out. And you left the cop for dead. I didn't think you had it in you...

There's just one thing I want to know before I put a bullet in your head. Did you really write a letter?

You surrender and I give you my word, nothing will happen to your brother.

If you don't get him to a hospital soon, he'll go into septic shock or die from blood loss. Either way, it's painful.

I said you were going to hear your brother beg for his life before I killed you, and I'm a man of my word.

Admit it. You're no different than I am. You're gonna kill me so you can keep the money for yourself.

Tacky Christmas decorations add a hint of cheer. MAPS on the wall have marked routes. DISPATCHERS monitor frequencies used by police, fire, ambulance, CB and the company's trucks. ASHCROFT, 50s, the Chief of Operations, limps with a cane. On his hand is a ring bearing the crest of his old DETROIT POLICE BADGE. He keenly watches the ACTs pull out.

Cochrane steers the truck out of the lot as Ty straps into the passenger seat. In the rear jump-seat sits, BAINES, 30s, who has the leathery broken face of a boxer.Ty and Cochrane share an easygoing smile.Ty glances at Cochrane. Troubled that this may be his fate, he forces a smile. Baines swigs from a flask and takes his morning nap.

A bunch of dead guys never looked so good. They even smell nice.

Don't be a pussy. He got it in the vest. Next one who tries to leave gets it in the head.

Not without the money. We get the money and then we run like hell.

Snow falls as the ACT rolls past a forest of power line towers and crumbling stacks in an industrial wasteland. Think a John Ford western with a stage coach winding its way through the badlands. We get a glimpse of: Spinning knobby BULLET PROOF TIRES... Thick BULLET PROOF PLEXI WINDOWS... GUN PORTS everywhere... More than a bank vault on wheels... It's a tank.

IN THE BACK: The cargo area has a REAR and SIDE DOOR with GUN PORTS under the THICK PLEXI WINDOWS in each. A ROOF HATCH. FIRST AID KIT. FIRE EXTINGUISHER. EMERGENCY ROADSIDE KIT. Shelves hold CANVAS MONEY BAGS sealed with red plastic zip-strips. Baines snores.

The ACT makes its way through heavy downtown traffic. QUICK SHOTS OF TY'S DAY: -- Ty and Cochrane carry MONEY BAGS into a BANK. -- HOLIDAY SHOPPERS buy Christmas trees. -- SHOPPERS withdraw CASH from ATMs. -- Ty and Cochrane haul more MONEY into another BANK. -- MONEY... MONEY... MONEY...

The ACT moves through a nice part of town. Ty looks at well dressed PEOPLE with a mixture of desperation and resentment. Cochrane glances at Baines. They know how Ty feels.Ty's look says Cochrane is reading his mind.Ty's face sinks. A large GARBAGE TRUCK backs out of an alley, blocking them. Cochrane anxiously blows the horn.The GARBAGE TRUCK DRIVER gets out and heads to the back of his truck.Suddenly, a van with dark windows roars into view, blasting the wrong way through traffic. Heading for the truck! Cochrane spots the van and pounds on the bulkhead.Baines wakes and grabs a shotgun from the wall mount beside the rear jump seat. Ty snaps around to see the van racing toward them.As the van rolls alongside them...Ty grabs his pistol. A tense beat, then surprisingly -- the van zooms past them. Ty is stunned. Sweat drips off his face. His eyes swim to Cochrane. Baines snickers. A smile cracks across Cochrane's face.

A DOZEN GUARDS laugh as Baines tells the story...They laugh. Ty forces a smile.Now Ty really smiles as the Guards enjoy a good laugh. Ashcroft walks in holding a large coffee can filled with loose cash.They stifle their laughter.Ashcroft pulls a note out of the can and reads it...Baines smirks. Ashcroft moves through the room with a cold intense glare.Ashcroft hands Ty and official EAGLE SHIELD ID CARD. The Guards clap and holler.Ashcroft smiles.Ashcroft leaves.Another Guard, DOBBS, 30s, scruffy, steps in.Cochrane looks to the other Guards, then...

I was getting the collections together for Freddy's widow and I found this.

Gentlemen. This is the last shift before Christmas and I know you're thinking about spending the holidays with your families.

Get your minds on the job because you can't afford to drop your guard for a second. Always expect the unexpected. If Santa Claus appears and pulls out a machine gun, I want you to be ready for it. This company has never lost a shipment and it's not going to happen on my watch. Let's roll.

Have the count room allocate an extra fifty from Cochrane's shipment.

I want a fast turn around. That means a clean transfer and a quick count.

You know, if you keep that tooth in a glass of milk they can put it back in...

A local dive. They've had a few.Ty and his crew sit at a table with the crew for ACT 17: Palmer, 40s, the driver. Quinn, 30s, the bag man. DOBBS, 30s, who strikes a match to watch it burn. Baines belches louder than any man in history.They look at Ty, who is in his own world, staring at his GUARD ID CARD - his future.Ty downs his drink. The others look knowingly at Cochrane.Off Ty's look...Ty looks at Cochrane's blank face.Cochrane looks dead serious.Grim unflinching faces stare back at him.Ty reads Cochrane's face. Ty is thunderstruck when he sees Cochrane is not joking. The mood radically shifts...Ty's mind is reeling...Ty looks like a deer caught in the headlights. He looks like he's going to be sick.Ty's eyes bore into him. He doesn't know what to say.The number just hangs there. Ty is incredulous.Ty can't help but think about how great his life would be if he had that money.The others trade worried looks.Ty looks to the others, then back to Cochrane...Baines stares through Ty.All eyes are on Ty, whose mind is racing. A beat, then...Shit! The guys are pissed. Cochrane stays cool, leans in.Ty's eyes says he's on the fence, considering it.The Guards grumble. Cochrane's look silences them.Ty clocks the guys, still on the fence.Cochrane drops some cash on the table as he goes. The others follow Cochrane out, leaving Ty alone at the table. He has no idea what to do.

I hear you. My kids need braces. I don't know where I'm gonna get the money.

We are code-five. Twelve is having radio problems but it's nothing to worry about. We are right on schedule.

Fuck that and fuck you. I don't want any part of this. I want out.

If we had left when I said we'd have five million dollars instead of a pile of burnt paper.

In the dim, music buzzes from the headphones on Jimmy's ears as he reads the WANT ADS, circling a few. Ty opens the door, sees Jimmy reading so he turns on the light. Jimmy's face says he doesn't want Ty's light, he doesn't want anything from Ty.Jimmy turns up the music and ignores Ty. Ty looks at Jimmy with regret and guilt.

Ty lies in bed, staring at the ceiling. His mind races as Dana drifts off to sleep beside him.Dana snuggles up to him.Ty sees Dana has fallen asleep. He gazes up at the ceiling, lost in his thoughts.

Sunrise casts a gray pallor over the city. An army of SNOWPLOWS try to keep up with the falling snow.

In the quiet dim light of dawn, Ty sits at the kitchen table writing a letter.

ROLL CALL. The room is full of GUARDS. Ashcroft calls out names. Cochrane and Baines trade worried looks... Ty isn't here.Ty pushes into the room...Ty finds a space away from the group. He can't meet Cochrane's gaze. Ashcroft finishes the roll, then...They are.The Guards head out. Cochrane and Baines drift over to Ty.A tense moment as Ty decides...Off Cochrane's pleased smirk...

Palmer, Quinn and Dobbs strap into their seats.They gleefully pound fists.

As they climb in...Cochrane throws a smirk at Baines as the doors slam shut.

The trucks roll by the "Federal Reserve Bank" sign on a massive limestone BUILDING that's more fortress than bank. The armored trucks turn down a ramp.

The two armored trucks backup to the loading docks. FEDERAL GUARDS with AR-15s wheel out four 2'x3'x5' Kryptonite cases. Cochrane swipes his ID card through a Federal Guard's portable scanner. It beeps and a green light glows.Ty and the crew load the heavy cases into their trucks.

The two ACTs punch through blowing snow as they make their way through the desolate industrial wasteland.

Ty's on the edge of his seat. Cochrane checks his watch.Ty hesitantly lifts the radio mic.

Cochrane and Baines wear smug smiles. The radio starts to fizzle as Ty uneasily hangs the mic on the hook.They enter the long abandoned RUSSELL INDUSTRIAL CENTER.

The two ACTs roll past a rusty "NO TRESPASSING" sign and enter a maze of decaying six story brick buildings.

CRASH! A flying rock shatters glass... Two young BOYS throw rocks to break the few remaining windows in one of the decaying six story brick buildings. The Boys hear an engine and take off running. They disappear into a dark narrow crevice just as... A TACTICAL MOBILE UNIT, you know it as a "police car", crawls around the corner of a building.

ECKEHART, 50s, with choirboy eyes in a street wise face, hums "Deck The Halls" as he drives. Beside him is LEON, 30s.Eckehart, with a devilish smile, hums louder.The radio spits unintelligible static.

This is a waste of time. We should be out busting real criminals, not looking for kids breaking windows.

We catch these kids when they're young, set them on the right path, and they never become "real criminals".

You missed your calling, Eckehart. You should have been a Priest.

Two-Seven-Adam, Central. There's no sign of those kids. Show us code eight.

You'll never get a signal around here. We'll have to get clear of these power lines.

We signalled we were going on our lunch break. It'll be a couple of hours before they realize we haven't reported back in.

You open that door and they will kill you. You can't help your brother if you're dead.

You're wasting your time. You can't get a radio signal in here. Too much interference.

I had a dream like this. Only it was just me, the money and a beautiful dark eyed woman with legs up to her neck.

You did your job. You stopped them from stealing the money and you saved my life.

Their radio crackles. Ty looks uneasy.Baines smiles like a hungry shark. Ty gives a reluctant nod.

The snow falls on the two ACTs as they roll past a humming power relay station.

Wind moans. Shadows blanket huge PRESSES and MACHINES. They stand like rusting tombstones... and in a way they are. Quinn and Dobbs drag open a pair of large wooden doors. The trucks rumble in... triggering an explosion of beating wings as what seems like a thousand PIGEONS take flight. Dobbs and Quinn pull the doors shut behind them. Ty and Cochrane climb out. Baines throws the back door open and hops out with the SHOTGUN over his shoulder. Ty scans the cavernous ruins.Cochrane checks his watch.Baines and Palmer pry up a heavy metal cover to a conduit access tunnel. SNICK! A blade snaps out from Cochrane's knife. He slices off the red plastic security strips on a money box. They gather around as Cochrane lifts the case's lid. There's more green than a St. Patrick's Day parade. They can't take their eyes off the money. Ty can't believe it's real. Cochrane and the others beam.Baines savors the smell.Ty climbs in the back. Cochrane gives Baines a nod, then climbs in after Ty.

Ty grabs a money box. He's like a kid in a toy store.That surprises Ty... ...Cochrane uses Ty's momentary shock... ...In one deft quick move... ...He pulls Ty's gun from his holster... Ty is suddenly uncertain about what is going on -- so are we.Cochrane hands Ty's gun back to Baines. Ty pales as he realizes - they are going to kill him.Cochrane slides a BERETTA out of his jacket. This isn't his service weapon, it's an extra he brought just for this.Ty looks to the others for help. Baines is stone cold. Quinn can't meet his look and turns away. They won't help Ty. He's all alone. Ty's desperate eyes scan the truck for an escape, but Cochrane is standing in front of the exit. Cochrane aims his gun. Ty cringes...Ty gasps for air. The Beretta's muzzle is right in front of his face. Cochrane shoots Baines a questioning look.

Through a broken window, Baines sees the TMU come into view.The Guards snap to the window. Only Ty and Cochrane remain locked on each other.

Eckehart stops the car and scans the area From here it's impossible to penetrate the darkness inside the buildings.

Their eyes are riveted on the idling TMU outside.Ty glances out the truck's window. He sees the TMU, his only hope of surviving, pass and move away. Sweat beads on Ty's brow. If he cries out, Cochrane will kill him. If the cops leave, he's a dead man. It's now or never... Ty edges toward the door.Cochrane lowers the gun......Cochrane slides out his SWITCHBLADE. Oh shit! Ty backs into a corner as Cochrane advances. He's trapped. Cochrane is about to stab him, when...Cochrane stops.Cochrane's eyes bore into Ty... Ty's mind races, trying to betray nothing... Beat, then...Cochrane moves in. Ty's hand flies out, ripping the FIRE EXTINGUISHER off the wall and SLAMMING it into Cochrane's arm to deflect the knife. As Cochrane reacts, Ty hammers it into his head. OUTSIDE ACT 12: Baines snaps to the commotion in the ACT. He jerks his shotgun up for action. INSIDE ACT 12: Ty sees Baines leveling a shotgun at him. Acting fast, he boots Cochrane in the chest... Sending Cochrane flying out the back door and... OUTSIDE ACT 12:

INSIDE ACT 12: Ty yanks the door shut with a heavy thud. He's safe, but not for long... Ty scrambles over the money boxes and through the truck.

...Ty lunges, punches the red PANIC button. THUNK! The door's magnetic bolts snap into place.

There is nothing but dark buildings and the howling wind. Leon is clearly aggravated.Eckehart agrees. He pops the car into gear and pulls away.

Ty isn't done yet. He climbs... UP FRONT: Ty snatches the radio's mic, changes the frequency in search of a signal...

The radio spits unintelligible static.The radio crackles with static and gibberish. Eckehart eyes the giant humming transformers in the power relay sub-station as they drive past the "NO TRESPASSING" sign to leave the area.

Cochrane comes around beside ACT 12's window.Ty slots a key into the ignition. The engine booms to life. Cochrane's eyes go wide.Ty peels out. Baines jumps behind the wheel of ACT 17. Cochrane and the others pile in. CUT TO: A BLINDING FAST CHASE INSIDE THE FACTORY MONTAGE: -- Ty's truck is a red blur through a dense forest of steel. -- Baines careens through the factory. -- Ty skids to a stop in front of a brick wall. -- Ty slams it into reverse and guns it. -- Baines burns after Ty. -- They are bumper to bumper. Face to face.-- Baines stomps the gas. -- IN TY'S SIDE MIRROR: A wooden wall races at him. CUT TO:

BOOM!!! Ty's truck explodes through the wall, backwards. The room is a swirling blur. Ty slides sideways into a column with a deafening boom. Baines T-bones him, pinning Ty's truck. Ty stomps the gas. The big V12 howls. Tires spin. He isn't going anywhere.

Baines jumps out and climbs up onto Ty's front bumper. Ty guns the engine. Smoking tires jerk the truck like a Bucking Bronco. Baines hangs onto the crash bumper as he wrenches open the hood's side latches to unlock it. He lifts the hood.

Ty frantically scans the dash. Spots a switch for the SIREN. He slams the switch. An ear splitting SIREN explodes from the truck.

The SIREN'S WAIL echoes through the abandoned sprawling factory complex.

UNDER ACT 12'S HOOD: Baines pries open a fuse box. Pulls the master fuse. The engine sputters and dies. The SIREN stops.

We get our first real look at where they are. The room is full of lathes, mills, drills. EVERYTHING THEY NEED TO BREAK INTO THE TRUCK IS HERE! As Cochrane and Baines haul the MONEY BOXES out of ACT 17.Cochrane clocks the team. They know he's right.Cochrane looks at Palmer.PALMER Jumps into ACT 17 and thunders off. COCHRANE Checks his watch...CUT TO: A FRANTIC MONTAGE (INSIDE AND OUTSIDE ACT 12): -- Cochrane and the crew ransack the factory for tools. -- Ty ransacks the truck for anything he can find. -- Ty dumps out the first aid kit... BANDAGES, SALVES, GAUZE DRESSINGS and little SCISSORS spill out. -- Dobbs uncovers on an old metal KEROSENE CAN. Shakes it... It's full! -- Ty empties the roadside kit. REFLECTORS, STROBE LIGHT and FLARES. -- Quinn finds a cabinet with large steel CHISELS. -- Baines finds a rusty SLEDGE HAMMER. He likes it. CUT TO:

Palmer at the wheel of ACT 17, fishtails out of the complex. Engine screaming, the ACT blasts down the road.

Demoralized that he didn't find anything that can help him, he sinks against the wall.BOOM! Baines pounds on the window with a hammer. The deafening shock wave rips though Ty.

The pounding echoes through the building as Baines hammers the window again and again. He hasn't even made a crack in the glass.Cochrane scans the truck. His mind working.Cochrane is drawn to the truck. An idea forming. Cochrane's fingers run over the big knuckle hinges on the rear section's side door.It takes a moment for the others to get it.Cochrane nods - "correct". Quinn lines up his chisel.Baines lunges at him... Quinn jumps, startled. SMACK. Baines punches Quinn in the arm.Baines swings the sledge and connects with the chisel. They move in to inspect the damage. The chisel's edge has cut into the pin's head. Hope floods their faces as fear floods Ty's.Cochrane checks his watch.Baines swings furiously. The thunderous peal echoes through the vast ruin.

Ashcroft checks his watch as he limps past several empty waiting ACTs and a large COUNT ROOM where STAFF, are feeding cash into electronic counters. While moving through the heart of the operation.... A DISPATCHER comes up with a CTO (Currency Transit Order) and hands it to Ashcroft.Ashcroft examines the order and signs it.Ashcroft continues walking... HAMMERING STEEL SOUND UP-CUT.

Maybe they are still getting interference from that electric substation.

Clanging steel reverberates... Ty's eyes... Frightened... Sweat beading on his brow... Ty sits on the floor, surrounded by a sea of green money.

Baines swings the hammer viciously. Quinn holds the chisel while... Dobbs and Cochrane keep lookout.

Leon hangs the radio's mic. He notes Eckehart's displeasure.Eckehart hums a Christmas carol as he turns the car around.

Attention all units. Individual driving two-seven Adam is not wanted in connection with the armored car robbery...

Baines swings. He's running out of steam. He leans against the truck, sucking air. Dobbs looks uneasy.His eyes land on the KEROSENE can. An idea forms... CUT TO: SPLASH! KEROSENE GUSHES OVER ACT 12'S WINDSHIELD.

Dobbs eagerly soaks the truck's hood with Kerosene. He strikes a match. He is mesmerized by the dancing flame.

Ty's eyes widen in horror. He scrambles for the FIRE EXTINGUISHER.

Cochrane glances around the truck to see... DOBBS FLINGS THE BURNING MATCH! It arcs through the air and...

It takes a moment for Dobbs to get it.. Cochrane shoves the Kerosene can into Dobbs' hands.Dobbs shuffles away. He leaves the Kerosene can beside the stacked money boxes as he goes to the window. Cochrane frowns at his watch. They're running out of time.

Ty's eyes lock intensely on Cochrane outside of the truck. Cochrane talks to him but his voice is a low muffle that can barely be heard through the heavy bullet proof windows. Cochrane gestures to the side gun port.

Ty opens the gun port and Cochrane speaks through the hole.Ty's blood turns to ice. He desperately scans the room. He's horrified to realize Palmer and ACT 17 are gone.Ty considers it. Cochrane steps away, turns to Baines.Baines nods.

Cochrane and the crew anxiously wait for Ty to open the door. Through the heavy window they can see Ty, his mind racing. Ty takes a sharpie and writes on something out of sight from the crew. Cochrane and Baines trade curious looks. Ty slaps a hundred dollar bill on the window. Written on it is:Baines swings. The racket bounces off the walls.

Ashcroft, on the phone, writes up another CTO. When he hangs the phone...Ashcroft hands off the CTO to a Guard and grabs his radio headset.

As Palmer drives through Ty's neighborhood. His eyes snap to the radio.

There's no reply.Ashcroft frowns at his watch.Ashcroft looks uneasy, then...

As Palmer stops in front of the basketball court, his eyes zero in on Ty's apartment building.

The TMU glides past the fence and enters the complex of crumbling abandoned factories.

Eckehart glimpses movement. Stops the car.Leon follows his gaze to the empty window.

The Crew freezes.Baines pumps the shotgun.Baines edges to the window and peeks out.

Eckehart opens his door.Eckehart climbs out.Leon opens his door.

Baines goes to take aim...Cochrane heads for a door set in the brick wall.

Cochrane pauses at the door and gives Baines a look: "cover me". Baines nods and Cochrane pushes through the door.

Eckehart and Leon see Cochrane step out of the dark building.Leon snaps out his gun.

Cochrane holds out his hands.Off Eckehart's nod, Leon lowers his pistol.

Dobbs and Quinn trade horrified looks. Quinn covers the open gun port hole with his hands to block Ty's screams.

Eckehart moves as he talks, scanning the area.Eckehart's face reveals he is beginning to think this is a waste of time.

Desperation floods Ty's face.He scans the junk on the floor. Ty rips the strobe light open, revealing a 12V BATTERY.

Ty uses the First Aid kit's SCISSORS to pry open a panel under the dash, exposing a nest of COLORED WIRES.

Eckehart is about to climb in his car, when...Cochrane stops cold.

Ty twists exposed wires onto the BATTERY TERMINALS. WHOOP!!! WHOOP!!! WHOOP!!! The truck's SIREN blares.

Eckehart is already moving. BLAM!!! Baines fires. The slug rips apart Eckehart's thigh. Drops him. Leon goes for his gun. Cochrane snaps out his pistol at Leon. Leon freezes. Terrified. Eckehart flounders for his gun that's just out of reach. Cochrane casually steps on Eckehart's pistol.

The SIREN dies. Ty shakes the battery in a futile attempt to squeeze out every last amp. Ty sees Leon haul Eckehart inside the factory.

Eckehart takes in the Crew... ...The truck... ...Ty's desperate face in the truck's window.

Ty opens a gun port in the door and yells through it...NOTE: MUFFLED VOICES PASS IN AND OUT OF THE ACT THROUGH THE THREE INCH OPENING.

Cochrane pulls Leon into the open.Cochrane aims his Glock at Leon's head. Leon cringes.Baines silences Eckehart with a punch. Ty is torn.

Ty's mind races. Spots the PUDDLE OF FUEL under the KEROSENE can which is beside the STACKED MONEY BOXES. He snaps to the FLARES on the floor. He grabs a flare. Now what? His eyes seek out anything that can help. They land on the FIRE EXTINGUISHER.

Tears roll down Leon's face.Dobbs and Quinn are deeply disturbed by this.BANG! Cochrane fires.

Quinn and Dobbs are horrified. Baines looks like he's getting a rush from it. Eckehart pales. Leon's body is still on its knees. It sags and falls onto the floor. Blood leaks out of the head wound, turning the floor red.Ty pounds on the window.He aims his Glock at Eckehart. Eckehart doesn't flinch...

Ty frantically SCISSORS off the end of the EXTINGUISHER'S HOSE. He shoves a FLARE into the hose...

Ty strikes the FLARE'S end... It erupts with a fountain of red hot sparks.Ty shoves it through a gun port and.... ...Squeezes the EXTINGUISHER'S trigger... ...Launching the flare like a Roman Candle... CUT TO: IN HYPER SLOW MOTION: -- Cochrane tracks the flare's arc with disbelieving eyes. -- The flare hits the pool of fuel. -- Flames lick up the metal can...-- KA-BOOM!!! -- The Kerosene can explodes. -- Burning fuel streaks the room. -- The Kerosene dumped earlier on ACT 12 bursts into flames. -- The money boxes are covered with liquid fire. -- Thick black smoke chokes the room. -- Baines, Quinn and Dobbs frantically try to put out the flames. CUT TO: DURING THE CHAOS: TY emerges from the smoke and nails Cochrane, knocking him off his feet. Ty hauls Eckehart up.Ty rushes Eckehart to ACT 12, pushes him inside and pulls the door shut behind them...

The crew beats out the flames on the money boxes. In the stunned silence, the flames crackle like thunder. Cochrane, rubs his now bruised face and stares in horror at the now smoldering melted money boxes.Suddenly, Cochrane screams, spins and fires... Bullets flash off ACT 12 as he advances...

A folded LETTER sits on the table. Written on it:Jimmy tosses the letter in the garbage. Jimmy drinks his milk and returns to reading the newspaper when... ...There's a pounding on the door... He opens the door. Palmer is there.Jimmy is relieved.Jimmy's relief gives way to suspicion. Jimmy notes the way Palmer scans the apartment. Jimmy plays it cool...Jimmy goes to close the door... Palmer's foot holds it open.Palmer's hand goes to his gun. Jimmy's face registers gut twisting fear, he's trapped. Palmer pushes inside... He scans the room... Jimmy gulps down the last of the milk and... ...Deliberately leaves the carton on the table...

Jimmy comes into the kitchen. Music buzzes in his headphones. He tosses the WANT ADS on the table, covering the LETTER, as he searches the refrigerator.

Jimmy chugs milk from the carton as he snags the paper and spots the LETTER with his name on it.

Panic rises in the crew's faces as they stare in disbelief at the charred remains of the money and Leon's dead body.Quinn and Dobbs are losing their heads. Their exchanges come fast and furious...They look at the scorched pile of money for a beat.All eyes look to Cochrane.Quinn and Dobbs pull it together. Cochrane checks his watch:And we better do it fast because we have less than thirty minutes. Shit! They jump to action. They grab the tools and start hammering. COCHRANE Watches Baines hammering. Cochrane's face tells us he doesn't think they will get the truck open in time.

Eckehart wraps BANDAGES around his leg wound. Ty anxiously checks the windows.Eckehart follows Ty's gaze through the thick window to Cochrane. Puts a face to the name.It hits Ty hard.Ty reaches for the door handle. Eckehart grabs Ty's arm.Ty reluctantly releases the door handle. Ty notices the walkie-talkie in Eckehart's belt. His eyes light up. Ty pleads into the walkie-talkie while Eckehart hums.Garbled static replies.More static.Eckehart eyes the money and detritus of the truck's supplies.Eckehart offers his hand. Ty shakes it. Eckehart runs his hands over the cash.Ty likes this guy, but his smile quickly fades when his eyes land on the money.He runs his thumb through a bundle of cash.Ty tosses the money back in the box.The banging grows louder. Furious. They share a fateful look.Ty's mind races. He looks at the ROOF HATCH. A plan forms...

Ty and Eckehart smear first aid ointment on bills and stick them on the windows. They are papering over the glass.

As Baines hammers the chisel and... ...It cuts through the first pin! THERE IS ONE MORE HINGE TO GO. The crew beams proudly, except for Cochrane, who anxiously checks his watch:That pin took thirty minutes to cut.Oh shit. They're running out time! Cochrane grabs a second hammer and tosses it to Dobbs. Baines and Dobbs pound the chisel like a two-piston engine. The furious rapid fire strikes are deafening.

Ty and Eckehart trade worried looks. There isn't much time before they get in.

The GUARDS ready dollies by the loading docks. COUNTERS wait to jump into action. They are like a Commando Team about to go into battle and Ashcroft is their General.

Baines and Dobbs relentlessly pound the chisel. THEY ARE ALMOST THROUGH THE LAST HINGE PIN! COCHRANE Notices Ty applying the last bill to completely cover the window. All the windows are blanketed in cash making it impossible to see inside.

The banging is deafening. Ty eases the roof hatch lock open.Eckehart tries to hide it, but Ty can see he's afraid.Eckehart knows Ty's right...Ty gives him a nod.Extends his hand. Ty shakes it.Eckehart nods. Radio in hand, Ty eases the roof hatch open.

ON ACT 12'S ROOF: Ty peers out the open roof hatch... BELOW HIM: Baines, Dobbs and Quinn are focused on their work. Cochrane's back is to the ACT. No one notices the roof hatch open as... ON ACT 12'S ROOF: Ty climbs out through the roof hatch. He peers over the sides, looking for a way to get off the truck but he's surrounded with Baines, Dobbs and Quinn at the rear and Cochrane at the front. There's no way off the truck. Ty's eyes rise up and land on...

Eckehart gently lowers the hatch shut. The magnetic lock snaps shut.

ON ACT 12'S ROOF: Ty coils to jump for the catwalk. It's a long way to jump. Ty pumps his arms in time with the hits. He leaps... And grabs the catwalk with one hand, just as the sledgehammer impacts with a loud BANG, covering the sound. Ty dangles by one hand. Afraid to move or make a sound. All they have to do is look up and they'll see him! TY'S FINGERS Slip. Dirt and dust fall off the catwalk. He squints his eyes shut as it rains on his face. COCHRANE Cocks his head. He heard something. He looks up to see...

The ominous pounding reverberates through the truck. Eckehart hums a Christmas tune. His eyes full of fear.

Ty runs through the factory. He eyes the walkie-talkie's flickering red signal strength bar as he points the antenna like a divining rod... TWO SIGNAL STRENGTH BARS FLICKER...

Cochrane snaps to the radio on Leon's body...Through the static comes fragments of a voice. They can't make out what he's saying but they recognize Ty's voice.For the first time, Cochrane looks worried. Cochrane rushes to the ACT. He tries to penetrate the bills that cover the windows. Baines and the others don't get why Cochrane is worried.Cochrane's eyes drift up to the truck's roof.Cochrane grows suspicious. Climbs the truck and... ...Finds FOOT PRINTS in the snow and dirt on the roof. Cochrane looks at the catwalk above.Cochrane hits the floor, already moving fast. He grabs the shotgun...Baines looks disappointed. He wants to kill Ty.Baines smiles. Quinn follows Cochrane as he runs to a STAIRWELL DOOR.

Ty moves through rows of old press machines, separated from the rest of the floor by a wall of dirty small glass panes. The signal grows stronger as three of the five bars on the radio light up...

Cochrane takes the metal stairs two at a time. Quinn follows with his Glock ready for action.

THE SIGNAL BARS ON TY'S RADIO REACH FULL STRENGTH! Before Ty can speak... BOOM! A shotgun blasts through the glass wall, showering him with SHARDS OF GLASS. Ty runs, DRIPPING BLOOD on the floor, and dives for cover behind a press. A slice of blood on his cheek from the flying glass. COCHRANE Signals Quinn with a nod. QUINN Stalks down a line of presses, following the trail of Ty's blood. COCHRANE Eases along the wall to flank Ty.

TY Eyes the radio... ONLY ONE SIGNAL BAR WEAKLY FLICKERS.: He hears Quinn's approaching feet crunch on the broken glass. Ty spots a rusty MAINTENANCE ACCESS COVER on the press. It's the size of a manhole cover. Ty kicks the plate loose.QUINN Is almost on Ty.TY Considers it for about half a second. He doesn't believe Cochrane. Quinn's footsteps crunch broken glass behind him. Ty fiercely leaps from his cover and grabs the steel plate, bringing it up like a shield as... QUINN Fires...

Quinn is incredulous. TY Nails Quinn's face with the plate. QUINN Collapses on the ground. Blood pours out of his mouth.TY Grabs Quinn's Glock.COCHRANE Snarls and opens fire. A withering spray of glass rips through the plate room. TY Runs like hell to avoid the tidal wave of lead and glass. Ty sees the STAIRWELL DOOR ahead. Pours on speed. COCHRANE Tracks Ty. Rapidly pumping and firing his shotgun... TY Shots flash and spark off the presses around him as he... Rips the stairway door open, but is SHOT!

Ty is spun through the door. Blood from his shoulder sprays the wall. Ty scrambles down the stairs. He gets down a few flights before... COCHRANE Bursts into the stairwell. He darts down the stairs, popping off shots at Ty as he runs. TY Turns to raise his gun at Cochrane when... Cochrane's bullets ring off the railing and erupt gouts of cement around Ty, forcing him to slam through the door to...

Ty explodes into the room... Baines stops mid-swing. He can't believe his eyes. Ty and Baines just stare at each other for a beat, then...Ty fires at them as they dive for cover behind ACT 12.

Eckehart snaps to the muffled pops from gunfire. He wipes a few bills off the window to see...

...Ty running toward the ACT... COCHRANE Blasts his gun as he charges after Ty. BAINES Comes around the ACT and opens fire. Shots rip the brick wall beside Ty apart... Throwing Ty to the ground... Blood from his shoulder sprays the ground. TY Rolls behind a work table. He sees Baines' approaching running feet. Ty fires! BAINES' LEG Explodes with bloody holes. Baines crashes onto the ground.

Eckehart throws the back door open.TY is about to make a break for it when... ...Cochrane's shotgun presses into the back of Ty's head.Cochrane pulls the trigger! CLICK! It's empty. They can't believe it. COCHRANE Goes for his holstered pistol as... DOBBS

EVERYONE FREEZES! Fingers on their triggers. Ty and Cochrane lock furious gazes for a tense beat... Ty fights the instinct to pull the trigger...Ty uses Cochrane as a human shield as he retreats to the ACT. DOBBS AND BAINES Keep their guns trained. Looking for a clear shot. TY Drags Cochrane inside the ACT and... Eckehart pulls the door shut...

They made it. They're safe!They share a look of mutual appreciation. Their eyes slide to Cochrane. A shiver goes through Cochrane. He's fucked. Eckehart grabs the gun from Cochrane's holster and points it at Cochrane's head.Ty pushes Eckehart against the wall. Eckehart keeps the gun on Cochrane as he struggles with Ty.Off Eckehart's determined stare...

Baines wraps his belt around his leg to stop the bleeding. Quinn spits a tooth out of his bloody mouth.Quinn glares at Dobbs, silencing him.Dobbs gestures to the charred money.Quinn heads for the door. Dobbs looks at Baines.Baines sets his jaw. He isn't giving up. Dobbs turns away to follow Quinn. KA-CHUNK! Baines pumps the slide on the pistol he took from Ty at the start of the heist. Quinn and Dobbs stop.BOOM! Baines' bullet slams into Dobbs' chest. Dobbs goes down hard. Gasping for air.

As Ty bandages the gashes in his arm and hands from the glass... Cochrane, sneaks a look at his watch:

Dispatchers futilely try to contact ACTs 12 and 17.Ashcroft glares out the window toward the south side. Refusing to admit defeat.

Ty cinches RED PLASTIC ZIP STRIPS they normally use to seal money bags around Cochrane's wrists. Eckehart pats Cochrane down, taking the switch blade from Cochrane's pocket.Off the pounding --Off Ty's growing smile -- LATER: TY Wraps medical tape around a flare and Cochrane's head. The flare is taped in Cochrane's mouth like a fat cigar. Cochrane talks around the flare jammed in his mouth --Ty strikes the flare. It fills the truck with an eerie red glow. The magnesium burns down the flare toward Cochrane's face.Cochrane is in full panic.Cochrane thrashes but he can't get free. The burning red glow inches closer and closer to his mouth.The pounding continues. The crew can't hear him. Ty wipes the bills off the rear window and shoves Cochrane's face against it.

Baines stops swinging. The crew stare in disbelief at Cochrane's terrified face. Ty opens the gun port and they hear Cochrane's muffled screams...

The flare continues to burn toward Cochrane's face.Baines doesn't move.

Baines, Quinn and Dobbs move around to the engine.Baines shoots him a hard look. He hates having to give up, but he has no choice. Baines pulls the BLOCK FUSE from his coat pocket. Just as he is about to plug it in... AN ACT's HORN BLASTS!

Eckehart removes the flare from Cochrane's mouth just in time to save his face. Ty snaps to the window...

Quinn and Dobbs slide a large cargo door open and... ...Palmer drives ACT 17 into the room. Baines' face lights up.

Ty cranes his neck to try and see what is happening.Off Ty's questioning look...

Jimmy is stunned by the sight of the truck and Ty's frantic face in the window.Baines and Palmer exchange congratulatory fist pounds.Jimmy's face betrays nothing.Palmer is shocked by the sight of the burnt pile of money and Leon's body.Palmer and Baines' eyes land on Jimmy...

WHAM! Jimmy is hurled against the ACT's door. He collapses and Baines picks the semi-conscious kid up and slams him against the door.

Dull thuds and Jimmy's screams are faintly heard. Ty is horrified.Through the window, Ty sees Jimmy thrown to the ground.

Jimmy tries to crawl away, leaving a trail of blood from his broken face. Baines kicks Jimmy in the gut. Quinn and Dobbs are uneasy with this.Baines keeps kicking Jimmy...Baines continues beating him.Baines shuts him up with a vicious kick to the stomach. Jimmy gasps for air, blood oozes from his mouth. As Baines boots Jimmy over and over...

Baines is merciless, relentless. It's more than Dobbs can take. He turns away.

Ty grabs the door handle, he's ready to open it and surrender. Then his eyes land on the money...

Baines stops... Accepting defeat... Jimmy twitches and gags on his own blood... Baines hauls him up.

A strange look comes over Baines.Relief and hope floods Jimmy's and Ty's faces. Baines snaps out his pistol and fires... A geyser of blood explodes from Jimmy's gut as the bullet rips through him. Dobbs and Quinn are shocked. Jimmy collapses in a pool of his own blood.

Quinn and Dobbs are sickened by the blood.Baines puts his foot on Jimmy's wound and presses down hard. Jimmy screams in agony.GIVE ME THE FUCKING MONEY!

Ty is torn up inside.Ty slams Cochrane against the wall. Cochrane is unflinching.Ty's face says he is ready to kill Cochrane.Eckehart shoves Cochrane into the jump seat and wraps tape over Cochrane's mouth. Ty's eyes land on the flares. An idea forms.He slides the magazine out of his pistol to see the bullets.

Dana comes up the stairs with a bag of groceries. As she digs for her keys, she finds the apartment door is partially open. That's odd. She pushes inside.

Dana finds the place looks normal, except for the carton of milk on the table.No answer. Dana grabs the carton, it's empty. She goes to toss it in the trash, and spots the LETTER. Dana opens the letter... ...Her eyes go wide as she reads it...

The ACT's door groans open on its one remaining intact hinge. FROM INSIDE THE TRUCK, Ty and Eckehart point their guns at Baines and the crew. TY HAS THE GLOCK HE TOOK FROM QUINN. ECKEHART AIMS THE PISTOL HE TOOK FROM COCHRANE.Ty can't risk it. He doesn't shoot. DOBBS AND QUINN Spread out, keeping a dead aim on Ty. ECKEHART'S Aim jumps back and forth from Quinn to Dobbs.Dobbs takes off outside. Ty never takes his gun off Baines.Dobbs pulls the TMU up the door.

Ty and Eckehart trade nods. Eckehart keeps one eye on Cochrane and covers Ty as...

Ty climbs out of the ACT... ...His gun on Baines... Ty faces down pistols pointed at him by Baines, Palmer and Quinn. Dobbs jumps out of the TMU and whips out his gun at Ty... Eckehart snaps his gun to Dobbs... Just as all hell is about to break loose...Ty gives Eckehart a reassuring look. Eckehart relaxes his trigger finger.

Ashcroft white-knuckles his cane. The frustration etched in his face.Ashcroft lifts the phone.

TY Moves to collect Jimmy. Ty hooks Jimmy's arm over his shoulder and drags him to the TMU...They share a powerful look of mutual understanding. AT THE TMU: Ty slides Jimmy into the car's passenger seat.IN THE MACHINE SHOP:TY Takes cover behind the TMU's open door... His gun on Baines, he gives Eckehart a nod.

Dana clutches the letter as she anxiously looks at a clock. The second hand ticks and ticks its way to TEN O'CLOCK.

Eckehart, holding his gun to Cochrane's head, leads Cochrane out of the ACT.Cochrane doesn't move.... Eckehart pushes his guns' muzzle into Cochrane's head...Cochrane grabs the money boxes and drags them out of the ACT. As Eckehart hobbles toward the car, using Cochrane as a shield... ...Cochrane drags the money boxes... His face is twisted with something we have never seen from him -- it's fear... When Eckehart and Cochrane reach the mid way point between the ACT and the TMU...Cochrane releases the money boxes. Eckehart continues to pull Cochrane toward the TMU.Baines locks eyes with Cochrane. A sinister smile cuts across Baines' face. Raising his gun at Cochrane...COCHRANE Is devastated. He screams unintelligible insults at Baines through his gag.Dobbs, Palmer and Quinn take aim at Ty and Eckehart... Just as everyone is about to open fire... BAINES Sees smoke wafting from the money boxes... Then they all see it... TY Looks deeply worried... So does Eckehart...DOBBS AND QUINN Frantically rip lids open. Thick clouds of smoke and red light erupts from inside the two boxes.Baines and Palmer rush to help save the money. They find... ...Each box has a burning flare in it... ...With BULLETS and COINS taped to the flares... It's almost all the ammo Ty and Eckehart had in their guns.TY Dives inside the TMU to cover Jimmy with his body... ECKEHART Throws Cochrane to the ground as he dives behind the TMU... THE RED HOT MAGNESIUM BURNS TO THE AMMUNITION! BOOM!!!! THE BULLETS AND COINS GO OFF LIKE A HAND GRENADE! A devastating blast of shrapnel shreds everything... Blowing out the TMU's windows and... QUINN'S ARM Is blown off at the elbow. BAINES' KNEECAPS Are torn off. He screams in agony as he flops like a fish. PALMER'S FACE Is ripped apart, blinding him with blood and agony. DOBBS Drops to his knees. Gasping. Blood pouring out the vicious wound in his neck. They flail in pools of their own blood. It takes a moment for all of them to realize they are dead. THE HORROR OF THE CARNAGE HAS LESS THAN A SECOND TO REGISTER BEFORE... BEHIND THE TMU: COCHRANE

Cochrane pounces... His bound hands claw at Eckehart's coat pocket to find... The SWITCHBLADE! In a flash, Cochrane cuts through his bonds... TY Springs up... Pointing his gun at the carnage...

He hears the thuds and sounds of struggle behind the TMU. COCHRANE Pockets the KNIFE and grabs Eckehart's gun... He pistol- whips Eckehart as...

Cochrane's shot hits Ty square in the chest. Ty stumbles backwards and falls. COCHRANE Looms over Ty.Ty tries to speak, but he can't get enough air into his lungs to make the words. Ty's bulletproof vest is torn, but it stopped the bullet.Cochrane turns to point his gun at Jimmy and... Ty's hand finds a SLEDGEHAMMER... ...The heavy metal head slams Cochrane's arm... Breaking bone... Sending the gun skittering across the floor. Ty is up... He slams the hammer's handle into Cochrane's face, staggering him back... He nails Cochrane again and again... Cochrane goes down in a stunned bloody heap. TY Stands over Cochrane. Panting. Bleeding. His eyes boiling with rage. ECKEHART Awakens... His bleary eyes find... TY Raises the hammer high... COCHRANE Knows he's dead. Blinded by his own blood, he can almost feel Ty is about to crush his skull. Surprisingly, he laughs...TY Looks at the money... ECKEHART Reaches for the gun dropped by Cochrane and takes aim... TY Explodes with a powerful swing... The hammer slams into...

ECKEHART Lowers his gun. He gives Ty a nod - "You made the right choice". TY Hauls Cochrane to his feet. Cochrane looks utterly defeated.Eckehart tosses his handcuffs. Ty clamps a cuff on Cochrane's broken arm, and... IN HYPER-SLOW MOTION: -- Cochrane spins behind Ty... -- Cochrane's free hand comes up... It holds the KNIFE! -- Just as Cochrane is about to plunge the blade into Ty's back... BOOM! BOOM! BOOM! ECKEHART Rapid fires three shots into Cochrane's head... Blowing the back of his skull out... Cochrane is dead before he hits the ground. TY Sucks down air. He can't believe he's alive.Eckehart holsters his gun and looks Ty in the eyes.They share a look of mutual respect and understanding. The distant sound of SIRENS rises...Ty doesn't want to leave Eckehart... But he has to save his brother......Ty jumps behind the wheel and peels out.

Ty's TMU swerves out in front of the approaching police cars. Two cars give chase while two others head for the factory.

Three-three-Adam. We are in pursuit of a stolen TMU suspected involvement with an armored car robbery...

Blood pours out through Jimmy's fingers as he holds his gut.Ty stomps the gas...

The car slides through a wicked turn onto the road... The freeway onramp is coming up fast... Ty takes the ramp faster at three times the recommended speed... Bouncing off the guard rail...

The chasing police cars swerve as they take the ramp at incredible speed.

Ty weaves wildly through traffic... Cars swerve to avoid him... Three police cars are right on his tail...Ty ignores him...

Ty's eyes lock on a passing sign for a HOSPITAL.Jimmy doesn't move... Ty guns the engine...

Ty's TMU grinds to a stop outside the ER entrance. Three police cars scream into the lot... They screech to a stop... COPS pour out and level their guns at TY...TY Clocks the Cops. He can surrender or he can save his brother. Ty steps out.Ty moves around the car to get Jimmy.Ty stops. BEAT. Ty looks at the Cops... Their guns... Then his brother. Ty sets his determined jaw.He opens the passenger door to drag his brother out.

Several flashlight beams slice through the smoky air as COPS move through the war zone... A light finds Eckehart on the ground beside Leon's body. Eckehart holds his badge in his outstretched hand...

Ty carries Jimmy's limp body toward the ER entrance. A Cop moves to block him.Ty doesn't stop.Just before they shoot... The SERGEANT standing by his open TMU, hears the radio chatter with an alert:The Sergeant moves to TY and... lowers his gun... One by one, the Cops lower their weapons. Ty gives the Sergeant a grateful nod as...

Ty carries Jimmy into the ER. The MEDICAL STAFF is buzzing... Ty can't process it all... He's going into shock... DOCTORS and NURSES put Jimmy on a gurney and rush him away... Ty never takes his eyes off Jimmy. He's all that matters to Ty. As Jimmy is wheeled out of sight... FADE TO:

Ty, now bandaged with an arm in a sling, sits in a chair as he nervously waits for word on Jimmy. The elevator opens and... ...Ty sees Dana and Ashcroft step out. Dana runs to Ty... He barely has time to stand before she is there... Dana's arms wrap around him... They kiss passionately...Ty hugs her tight as Dana smiles through the tears.She lovingly holds him even tighter. After a moment, Ty swallows the tears he's been fighting back and turns to face Ashcroft...A smile spreads across Ty's face. Ty's gaze follows Dana's worried look to... A SURGEON walks toward them... His face is drawn and impenetrable. We move away and don't hear what the Surgeon says... ...Ty hugs Dana with a huge smile on his face... ...It's good news! FADE OUT: OVER BLACK, SUPER: FADE IN:

A sparse crooked tiny Christmas Tree with a single strand of lights sits on a table looking pathetic and wonderful at the same time. Jimmy lies in a hospital bed, anxiously watching Ty open a small brightly wrapped Christmas present. Eckehart and Dana flank Ty. Eckehart wears a red Santa hat and sits in a wheel chair. Ty peels away the wrapping paper to find... ...A SCENTED CAR FRESHENER in the shape of a pine tree.Ty beams...Eckehart looks at Ty, waiting for Ty's reaction. Ty looks at Dana and Jimmy... ...His heart swells with emotions...Dana grins warmly. Jimmy meets his look. A smile spreads across his face. Ty has never looked more happy or content. Eckehart nods to Ty... He's proud of Ty. Dana hands out more small cheap presents. It isn't much but they don't care. From somewhere, a heart-breaking song of hope and joy rises as we... FADE OUT:

THE RED PLANET momentarily eclipses the Sun . As sunlight breaks across the edge , warming the surface ...

We ’ re MOVING THROUGH the channels of Acidalia Planitia to find the ARES 3 HAB SITE .TITLE : SOL 18

All right, team. Stay in sight of each other. Let ’ s make NASA proud...

Which leads to Martinez responding, which leads to us listening, which leads to me being annoyed.

Seven. One hundred grams each. Drill at least thirty centimeters down.

I saw the warning in the morning briefing. We ’ ll be inside long before it hits.

“... twelve-hundred kilometers in diameter, bearing 24.41 degrees... ”

Visibility is almost zero. If you get lost, home in on my suit ’ s telemetry. The wind ’ s gon na be rougher away from the Hab, so be ready.

Okay... okay... Martinez, get to the MAV and prep for launch. Everyone else, home in on Johanssen.

Line up and walk west. Small steps. He ’ s probably prone. We don ’ t want to step over him.

Copy. If it tips, can you launch before it completely falls over?

Copy that. Everyone home in on Martinez ’ suit. That ’ ll get you to the airlock. Get in and prep for launch.

I ’ m searching a little more. Get moving. And Martinez, if you start to top, launch.

What about the proximity radar? Could it detect Watney ’ s suit?

... and the mission would conclude with Earth intercept 211 days later.

NASA rejected the idea. They ’ d rather take a big risk on Watney than a small risk on all of us. Whoever snuck it in Vogel ’ s email obviously disagreed.

Yes. If we do the maneuver, they ’ ll have to send the supply ship or we ’ ll die. We have the opportunity to force their hand.

Not this time. This is something NASA expressly rejected. We ’ re talking about mutiny. Which is not a word I use lightly. We do this together, or not at all. Before you answer, consider the consequences. If we mess up the supply rendezvous, we die. If we mess up the Earth gravity assist, we die. If we do everything perfectly, we add 533 days to our mission. 533 more days before we see our families again. 533 days of unplanned space travel where anything could go wrong. Something might break that we can ’ t fix. If it ’ s mission critical, we die.

Easy, cowboy. You and I are military. There ’ s a good chance we ’ d be court- martialed when we got home. As for the rest of you, I guarantee they ’ ll never send you up again.

It has to be unanimous. If anyone says no, that ’ s it. We go home as planned. But I vote yes.

Martinez will fly the MAV. Johanssen will sysop the ascent. Beck and Vogel, I want you in Airlock 2 with the outer door open before the MAV even launches. Once we reach intercept, it ’ ll be Beck ’ s job to get Watney.

Well, then it ’ s a good thing you ’ re our doctor. What ’ s the intercept plan?

We ’ ve got some leeway. The launch will be 52 minutes before the intercept and it takes 12 minutes. As soon as Mark ’ s engine cuts out we ’ ll know our intercept point and velocity.

Not an option. Vogel, you ’ re Beck ’ s backup. All goes well, you ’ re pulling them back aboard with the tether. If things go wrong, you ’ re going out after them.

We ’ re on the case. Remember, you ’ ll be pulling some pretty heavy G ’ s. It ’ s okay to pass out. You ’ re in Martinez ’ hands.

Mission control, this is Hermes actual. We are go for launch, and will proceed on schedule. 10 seconds to launch... mark.

Keep it together. Work the problem. Martinez, do we have any juice in the MAV?

Then we have 39 minutes to figure out how to slow down. Martinez, burn the jets.

We ’ re working on getting you. There was a complication during launch.

We ’ ve corrected the intercept range, but we ’ ve got a problem with the intercept velocity.

I can ’ t see you having any control if you did that. You ’ d be eyeballing the intercept and using a thrust vector you can barely control.

We ’ ll seal the bridge and reactor room. We let everywhere else go vacuo.

We don ’ t have to. The VAL is in the nose. We just point the ship at Mark.

You ’ re the chemist. Can you make a bomb with what we ’ ve got on board?

Houston, be advised : we are going to deliberately breach the VAL to produce thrust.

Beck -- leave your suit on. Meet Johanssen at Airlock 1. We ’ ll open the outer door. I need you to place the charge on the inner door...

Oh. Okay. Well, if you want us to call it off, then I guess we have to oh wait... wait a minute. Yep. I ’ m looking at my shoulder patch and it turns out I ’ m Commander. So shut up.

The intercept distance is gon na be too far. I ’ m going untethered.

It ’ s not a debate, Beck. I ’ m not risking another crew member.

Mark -- you ’ re still WAY TOO FAR -- I ’ m not gon na make it --

Beck, prep the sick bay. We ’ re bringing him to you. Everyone else, meet me in Airlock Two.

CLOSE ON ASTRONAUT MARK WATNEY . He ’ s in the middle of an EVA experiment . He chips at a section of rocks and records his observations on his ARM COMPUTER . Bright-eyed and optimistic . Another day at the office .And we FIND RICK MARTINEZ inspecting the MARS ASCENT VEHICLE ( a.k.a “ The MAV ” ) on the launch pad . They speak over radios .Martinez studies the MAV for a moment , then speaks thoughtfully into his arm computer :FIND COMMANDER MELISSA LEWIS across the way , overseeing a drill experiment .

In grid section fourteen twenty-eight, the particles appear predominantly “ coarse, ” but as we move to twenty-nine, the particles are much finer, and should be ideal for chem analysis.

What ’ s your job today, Martinez? Confirming the MAV is still upright?

Visual inspection of equipment is imperative to mission success.

Martinez, Commander Lewis would like you please shut your smart mouth.

The rovers could be anchors. The trick would be getting around the --

This is... Mark Watney. Astronaut. I am entering this log for the record, in case I... don ’ t make it. It ’ s...

Obviously. But I ’ m guessing this is going to be a surprise to my crewmates. And NASA. And... the world. So... surprise.

-- this length of our primary communications antenna tore through my bio-monitor. And ripped a hole in me as well. It was horrible thank you for asking. But the antenna... and the blood... managed to seal the breach in my suit. Which kept me alive. Even though the team must have thought I was dead.

Commander Lewis... If you ever hear this... Listen. It wasn ’ t your fault. Just bad luck. You did what you had to do, and if I had been in your position I would have done the same. I ’ m glad you guys made it.

All right, though. That ’ s where we ’ re at. Mark Watney, stranded on Mars. I have no way to contact NASA because our communications antenna broke and stuck into my stomach. Which we ’ ve covered. And even if I could, it will take... four years before the next manned mission gets here. And I ’ m in a Hab designed to last thirty-one days.

If the oxygenator breaks, I ’ ll suffocate. If the water reclaimer breaks, I ’ ll die of thirst. If the Hab breaches, I ’ ll just sort of... implode. And if, by some miracle, none of that happens... eventually I ’ m going to run out of food. So... yeah.

Our surface mission here was supposed to take thirty-one days. For redundancy, they sent enough food to last for sixty- eight days. For six people. So for just me, it ’ ll last three-hundred days. And I figure I can stretch that to four hundred if I ration. So... I ’ ve still got ta figure out how to grow three years worth of food. Here. On a planet where nothing grows. Luckily, I ’ m the botanist.

I ’ ve created one-hundred and twenty-six square meters of soil. But each cubic meter needs forty liters of water to be farmable. So, I got ta make a lot of water. Fortunately, I know the recipe. Take hydrogen. Add oxygen. Burn. Unfortunately... burn.

I have hundreds of liters of unused Hydrazine from the MDV. If I run the Hydrazine over an iridium catalyst, it ’ ll separate into N2 and H2...

Then I just need to direct the hydrogen into a small area and burn it. Luckily, in the history of humanity, nothing bad has ever happened from lighting hydrogen on fire.

Believe it or not, the challenge has been finding something that will hold a flame. NASA hates fire. Because of the whole “ fire makes everyone die in space ” thing. So everything we brought with us is flame retardant. With the notable exception of... Martinez ’ personal items.

Sorry, Martinez. If you didn ’ t want me to go through your stuff, you shouldn ’ t have left me for dead on a desolate planet.

Best guess? I forgot to account for the excess oxygen I ’ ve been exhaling when I did my calculations. Because I ’ m stupid.

Interesting side note : this is how Jet Propulsion Laboratory was founded. Five guys at Cal Tech were trying to make rocket fuel and nearly burned down their dorm. Rather than expel them, Professor... Von Karman? I want to say... banished them to a nearby farm in Pasadena and told them to keep working. And now we have a space program.

Jesus, Commander Lewis, you couldn ’ t have packed anything from this century?

It ’ s time to start thinking long term. The next NASA mission is Ares 4. It ’ s supposed to land at the Schiaparelli Crater, 3,200 km away.

NASA presupplies each mission years in advance, so the MAV is already there, synthesizing fuel. In four years when the Hermes returns, I ’ ll have to launch from there. Which means I got ta get to the crater.

But here ’ s the rub. I ’ ve got two rovers designed to go a max distance of 35 kilometers before they need to be recharged at the Hab. That ’ s problem A. Problem B is it ’ ll take me... roughly fifty days to make the journey. So I have to be able to live for fifty days. Inside a rover with marginal life support the size of a small van.

And yeah, problem C is if I don ’ t figure out how to make contact with NASA in the first place, none of this matters anyway. So... yes, in the face of overwhelming odds, I am left with only one option :

Okay, so... success? I ’ ve doubled my battery life by scavenging Rover 1. BUT. If I use the heater, it ’ ll eat up half my battery power every day. If I don ’ t use the heater, I will be slowly killed by the laws of thermodynamics.

I ’ d like to solve this problem, but unfortunately my brain is frozen.

Bad news : it involves me digging up the Radioisotope Thermoelectric Generator. Now, if I remember my training correctly, one of the lessons was titled, “ Don ’ t Dig Up The Big Box of Plutonium, Mark... ”

I get it. RTGs are good for spacecraft, but if they rupture around humans... no more humans. Which is why we buried it when we arrived. And planted that flag so we would never be stupid enough to accidentally go near it again.

I almost said “ everything will be fine ” out loud. My point is...

I ’ m not cold anymore. And yes, I could choose to think about the fact that I ’ m warm because I have a decaying radioactive isotope riding shotgun next to me, but right now I have bigger problems on my hands. I ’ ve scoured every single data file on Commander Lewis ’ personal drive, and this is officially the LEAST disco song she owns.

It ’ s been 48 sols since I planted the potatoes, so now its time to reap and re- sow. They grew even better than I expected. I now have 400 healthy potato plants. The smaller ones I ’ ll re-seed. The larger ones are my food supply. All natural, organic, Martian-grown potatoes. You don ’ t hear that every day, do you?

But, by the way, none of this matters, at all, if I don ’ t figure out how to make contact with NASA...

Somehow, we need to have complex astrophysical engineering conversations using only a still-frame camera. From 1996. Luckily, the camera spins 360, so I can make an alphabet. I just can ’ t use our alphabet. Twenty-six letters plus question card into 360 gives us 13 degrees of arc. Too narrow. I wouldn ’ t know what the camera was pointing at. So. Hexadecimals to the rescue...

Ladies and Gentlemen, I give you supernerd Beth Johanssen, who also had copies of Zork 2 and Leather Goddesses of Phobos on her laptop. Seriously, Johanssen... it ’ s like the Smithsonian of loneliness on there...

They ’ ve got a room full of people trying to micromanage my crops. Which is awesome. Look, I don ’ t mean to sound arrogant here, but I ’ m the best botanist on the planet. So.

In other news, there ’ s been a request for me to pose for a picture on the next transmission. I ’ m debating between “ High School Senior... ”

But I ’ m not sure how that will translate with the spacesuit on.

One big bonus of this NASA communication : Email! Just like the days on the Hermes, I get data dumps. Not just friends and family, but NASA also sends choice messages from the public. Rock stars, athletes, even The President. The coolest one is from my alma mater, the University of Chicago. They say once you grow crops somewhere, you have officially “ colonized ” it. So, technically, I colonized Mars.

“ Dear Martinez, Mars is fine. I accidentally blew up the Hab, but unfortunately all of Commander Lewis ’ disco music still survived. ”

So. I have to hold out until the probe gets here with more food. And this is what “ minimal calorie count ” looks like.

Standard issue ration. But instead of three every one day, I ’ m now eating one every three days.

This is today ’ s allotment. Which I will supplement with potatoes. Which I am beginning to hate with the fiery passion of a thousand suns. And now I ’ ve been told to do this.

The point is, “ Stretch the rations four more days ” is a real dick-punch.

I ’ m dipping this potato in Vicodin and there ’ s nothing anyone can do about it.

So, um. Commander Lewis. I need you to do something for me. If I die. I need you to check on my parents. They ’ ll want to hear about our time on Mars first- hand. I ’ ll need you to do that. It won ’ t be easy talking to a couple about their dead son. It ’ s a lot to ask ; that ’ s why I ’ m asking you. I ’ m not giving up. Just planning for every outcome. Please tell them I love what I do. And I ’ m really good at it. And I ’ m dying for something big and beautiful. And greater than me.

We evac ’ d eighteen sols into a thirty-one sol mission... Which means we ’ ve got thirteen sols of experiment and research schedules. For each of us. So. Commander Lewis... your work ’ s in good hands. Beck -- I ’ ll be honest with you, I don ’ t understand chemolithotrophic detection. At all. But I ’ m doing my best. Johanssen, I know you don ’ t like it when I touch the ChemCam, but guess what? I ’ m touching the ChemCam. Vogel, I think I ’ ve got a new cataloguing system for the core samples that I ’ ve titled “ Das Core Samples ” out of respect for the Fatherland. And Martinez... I still don ’ t know what it is you do. Why did we bring you? No idea.

I ’ m trying to keep everything documented and organized. I know that ’ s not exactly my strong suit, but I want it all to make sense, in case... you know. Maybe you can teach it in class someday. The Watney Syllabus. “ How to Make a Bathtub Using NASA Tubing and an Old RTG. ” “ How to Cook a Potato Six-Thousand Different Ways. ” “ How to Make Water Out of Rocket Fuel. To Keep You Alive. For Just A Little Longer. ”

... so NASA figured out it ’ s a lot easier to ship some of this stuff ahead of time rather than bring it with us. So, as a result, the MAV for Ares-4 is already waiting at the Schiaparelli Crater. And the plan is to use it to launch me into orbit just as the Hermes is passing. And then, I guess... they catch me? In space.

Anyway, that ’ s not really my problem right now. First, I have to get there. And it ’ s 3,200 kilometers away. So I have 200 sols to figure out how to bring everything here that ’ s keeping me alive -- the Atmospheric Regulator, the Oxygenator, and the Water Reclaimer -- along for the ride. Luckily, I have the brainpower of the entire planet Earth helping me with this endeavor. So far we ’ ve come up with, “ Drill holes in the roof of your rover and then hit it with a rock. ”

There ’ s an international treaty saying no country can lay claim to anything that ’ s not on Earth.

And by another treaty, if you ’ re not in any country ’ s territory, maritime law applies. So Mars is “ international waters. ”

NASA is an American non-military organization, and it owns the Hab. So, as soon as I step outside, I ’ m in international waters.

Here ’ s the cool part. I leave this morning for the Schiaparelli crater, where I will commandeer the Ares 4 lander. Nobody explicitly gave me permission to do this, and they can ’ t until I ’ m aboard the Ares 4. So I will take control of a craft in international waters without permission. Which, by definition, makes me a pirate.

Step outside the rover? First guy to be there. Climb that hill? First guy to do that.

I know what they ’ re doing. I know what they ’ re doing. They keep repeating “ accelerate faster than any man in the history of space travel ” like this is a good thing, like this ’ ll distract me from how insane their plan is. Oh really? I get to be the fastest man in the history of space travel? You ’ re launching me into space in a convertible. No no, it ’ s worse, because I don ’ t have any controls. You ’ re launching me into space in a tin can. And, by the way, physicists don ’ t even use words like “ fast ” when describing acceleration, so they ’ re only doing it in hopes I won ’ t raise any objections because I like the way “ fastest man in the history of space travel ” sounds. Well, you know what?

It ’ s good to hear your voice, Commander. I ’ m eager to get up to you.

I could find something sharp in here and poke a hole in the glove of my EVA suit. I could use the escaping air as a thruster and fly my way to you. Since the source is on my arm, I could direct it pretty easy.

Commander, I can ’ t let you guys do this. I ’ m ready to puncture the suit. Let ’ s go with the Iron Man plan.

The thing is, I ’ m selfish. And I want the memorials back home to be just me. I don ’ t want the rest of you losers in them.

Welcome to the Astronaut Candidate Program. Pay attention. This could save your life.

Okay, let ’ s see if I can get some of your questions out of the way up front. Yes, I did, indeed, survive on a deserted planet by farming in my own shit. It was even more disgusting than it sounds. Let ’ s never speak of it again.

Question Two : “ When you were stranded and alone up there... did you think you were gon na die? ”

And it ’ ll happen to you, too. You should know that going in. It ’ s space. It ’ s filled with chance, circumstance, and bad luck. It doesn ’ t cooperate. At some point, I promise, at some point every single thing is gon na go south on you, and you ’ ll think : this is it. This is how I end.

That ’ s all it is. You simply begin. Solve one problem. Then the next one, then the next.

Commander -- The MAV ’ s got an 8 degree tilt. It ’ ll tip at 12.3 --

Commander. Tilting at 10.5 degrees now, with gusts pushing it to 11.

Commander. We ’ re tilting 11.6 degrees. One good gust and we ’ re tipping.

No way. It ’ s made to see Hermes in orbit, not the metal in a single suit.

We ’ ll never be able to fix it if it tips. I got one trick left, then I ’ m following orders.

My son turned three yesterday. Should be some pics of the party.

“ Apparently, NASA ’ s letting us talk to you now, and I drew the short straw. Sorry we left you behind on Mars, but we don ’ t like you. ”

“ Also, it ’ s a lot roomier on the Hermes without you. We have to take turns doing your tasks, but it ’ s only botany ( not real science. ) How ’ s Mars? ”

“ How ’ s the Hermes? Cramped and claustrophobic? Every day I go outside and look at the vast horizons just because I can. ”

So. We ’ re talking about going directly against NASA ’ s decision?

Negative, Commander. They ditched the OMS system to make launch weight.

Depends on how much fuel we want to save for attitude adjustments on the trip home.

Yeah. And it might blow the nose of the ship off in the process.

But we ’ d still have the same problem as Watney. We can ’ t direct the thrust.

How do we open the airlock doors? There ’ s no way to open them remotely, and if anyone ’ s nearby when it blows...

Guys, I ’ m running the numbers -- even with optimal VAL blow, we ’ re gon na be off on our angle.

We would prefer you use a different adjective to describe Martinez ’ mouth.

-- Commander, before we lost telemetry, his decompression alarm went off --

Johanssen, Watney ’ s bio-monitor sent something before going offline. My computer just says “ Bad Packet ” --

It takes a while for the... it takes a while for the body to cool.

What ’ s she thinking? She ’ s a geologist. She knows IR can ’ t get through a sandstorm.

Commander, I know you don ’ t want to hear this, but Watn... Mark ’ s dead.

Johanssen used to go by the hacker handle “ Lady Sorrow ” in high school. Just so we ’ re all on the same page.

He might be in bad shape. The stripped down MAV will get up to 12 g ’ s during the launch. He could be knocked unconscious and may have internal bleeding.

We finished attaching the tethers into one long line. It ’ s 214 meters long. I ’ ll have the MMU, so moving around should be easy.

Once I get to Mark? I can grab the MAV at 5 meters per second. 10 is like jumping onto a moving train. Any more than that and I might miss.

He ’ s probably passed out. He pulled 12 G ’ s on the ascent. Give him a few minutes.

BETH JOHANSSEN sits inside at her computer , tracking ( among other things ) the group ’ s communications .

-- He was right in front of me and then he was gone. He flew off due west --

Negative. IR can ’ t get through sand any better than visible light.

All right, we ’ ve got a batch of personals. Dispatching them to your laptops... I don ’ t need to read Vogel ’ s weird German fetish emails...

Whatever does it for you. We ’ ve got a system update, I ’ ll take care of that, and... huh. There ’ s a voice message. Addressed to the whole crew.

Huh. This isn ’ t a jpg. It ’ s a plain ASCII text file. Looks like... I don ’ t know what this looks like. Math equations. Does this make any sense to you?

Remote Override. They can take over the Hermes from Mission Control.

Hermes has four redundant flight computers, each connected to three redundant comm systems. We can ’ t shut down the comms ; we ’ d lose telemetry and guidance. We can ’ t shut down the computers ; we need to control the ship. I ’ d have to disable the Remote Override on each system... It ’ s part of the OS, I ’ d have to jump over the code...

I have interval pings. Intercept velocity will be 11 meters per second...

Use 75.5 percent of remaining attitude adjust fuel. That ’ ll bring the intercept range to zero.

Hang on -- that gets the range to zero, but the intercept velocity will be 42 meters per second --

Click . Mark and Martinez ’ radios go SILENT . As Lewis works , we see Mark throwing up his arms in the background , like “ Hey ! C ’ mon ! ”ALEX VOGEL wears the EUROPEAN UNION patch on his shoulder .While the two of them use a SPECIMEN DRILL to bore holes in the ground , we see Mark waving his arms in the background : C ’ mon , turn my radio back on ...

Johanssen frowns as she receives a MISSION UPDATE from Houston . Her face goes PALE ...

Lewis reads the tension in Johanssen ’ s voice .LEWIS looks to the skies . IN THE DISTANCE : a STORM darkens the horizon . Angle MARK : as the dirt in front of him starts to blow in the incoming WIND ...

Lewis reads the update . Everyone else is inside as well . Mood is grim -- this is not good news .Everyone tries to hide their crushing disappointment .ON LEWIS . This news hits her worst of all . She tries to consider all her options . Mind RACING .Fuck .

They ’ re estimating with a margin of error. We can wait it out.

It ’ s an email from my wife. The subject line says “ Our Children, ” but the computer won ’ t open the attachment.

“ Rich Purnell Maneuver. ” Ja. It is a course maneuver for the Hermes...

If we do this, it would be over nine hundred days of space. That is enough space for one life.

Probably. But... I feel obliged to mention that setting off an explosive device on a spacecraft is a terrible, terrible idea.

Bomb. In a pure oxygen environment, 16.7 million Joules will be released for every kilogram of sugar used. Eight times more powerful than a stick of dynamite.

The HIGH WINDS slam into our five astronauts as they exit the airlock . They struggle to stay on their feet as they fight their way through the punishing storm .Sand continues to slam them as they take step after agonizing step towards the MAV . It ’ s brutal ; they fight for every inch .Mark pauses to catch his breath . Starts forward again ...WHAM ! A massive section of antenna SLAMS INTO MARK out of nowhere . He ’ s lifted off his feet and YANKED away into the storm . It happens FAST . One second he ’ s there ... And then he ’ s gone .Lewis surveys the scene . Visibility is NEAR ZERO . She can barely see the people next to her . Tries to keep her heart from POUNDING out of her chest .The group fights through the chaos --

WHOOSH ! Martinez dives into the airlock , forces the door closed . Waits for agonizing seconds as it pressurizes ... Pressurized . Martinez races up the ladder , slides into the pilot ’ s couch and boots the system .

Beck checks the readout on his arm computer .Everyone stops short as that news lands .

Lewis can ’ t see a thing in any direction . C ’ mon , think , Melissa , think ... She reaches into the pack on her back and removes two of the one meter drill bits she was using earlier to take samples . She holds one in each hand , dragging them on the ground as she trudges through the sand .

They rip off their helmets . Scramble up the ladder .Beck slides into his acceleration couch .As Martinez waits for the radar , he glares at Beck .

WHOOSH -- Martinez fires a burn from the nosecone array . The thrusters fight against the slow tilt of the spacecraft ...

Lewis stands alone in the storm .She stares out at the darkness all around her .

Martinez fights the controls . Beck and Johanssen share nervous glances . Finally :

WHOOSH . Down below , Lewis slams the airlock door shut . She tears off her suit . Makes her way to the flight cabin . She doesn ’ t say a word as she straps herself in to her couch . For a moment , nobody speaks . Then :Lewis closes her eyes . Nods .Martinez nods . Activates the sequence . The pyros FIRE . The main engines IGNITE ... CLOSE ON LEWIS . Just as the MAV LURCHES UPWARD , we --CUT TO :

THEODORE “ TEDDY ” SANDERS , Director of NASA , steels himself before he steps to the podium . Normally , he leaves these briefings to his press secretary . Today is different . He opens a RED FOLDER .As the CACOPHONY of questions erupts from the press --

At around 4:30 a.m., central standard time, our satellites detected a storm approaching the Ares 3 mission site on Mars.

By 6:45, the storm had escalated to “ severe, ” and we had no choice but to abort the mission. Thanks to the quick action of Commander Lewis, astronauts Beck, Johanssen, Martinez, and Vogel were all able to reach the Mars Ascent Vehicle and perform an emergency launch at 7:28 central time.

Unfortunately, during the evacuation, Astronaut Mark Watney was struck by debris and killed. Commander Lewis and the rest of her team were able to intercept safely with the Hermes and are now heading home...

Our nation was blessed to have Mark serving in our space program. His loss will be deeply felt, but the men and women of NASA will soldier forth, onward and upward, unbroken in the mission of their agency. In doing so, they honor the legacy Mark leaves behind, and they ensure his sacrifice will not be in vain.

You ’ re not the only one who needs satellite time. We ’ ve got the Ares 4 supply missions coming up. We should be focusing on the Schiaparelli Crater.

We ’ re a public domain organization. We have to be transparent about this.

The second we point the satellites at the Hab... I broadcast pictures of Mark Watney ’ s dead body to the world.

Of course I ’ m afraid of a PR problem. Another mission? Congress won ’ t reimburse us for a paper clip if we put a dead astronaut on the cover of The Washington Post.

Meteorology estimates he ’ ll be covered in sand from normal weather activity within a year.

Ares 5 won ’ t even launch for another five years. We have plenty of time.

No. If Watney is really alive... we don ’ t want the Ares 3 crew to know.

They have another ten months on their trip home. Space travel is dangerous. We need them alert and undistracted.

We ’ ll need to release a statement with them. We don ’ t want people working it out on their own.

He ’ s alive. But if my math is right, he ’ s gon na starve to death long before we can help him.

Quit being a dick, Mitch. Where ’ s Mark going? Is this another test?

I want that gap down to four minutes. I ’ m giving you total authority over satellite trajectories and orbital adjustments. Make it happen.

Let ’ s assume Ms. Park didn ’ t miss something, so Mark ’ s not going to Ares 4. Yet. But he ’ s smart enough to figure out that ’ s his only chance. Bruce, what ’ s the earliest we could get a presupply there?

You ’ re gon na say that ’ s impossible, then I ’ m gon na give a speech about the blinding capabilities of the JPL team. And then you ’ ll do the math in your head and say something like “ The overtime alone will be a nightmare. ”

Sorry, Mitch. I ’ m with Vincent. They need to concentrate on getting home.

Once we have a real rescue plan, we ’ ll tell them. Otherwise it ’ s moot. Bruce has three months to get the payload done. That ’ s all that matters right now.

Yes sir... he ’ s under a tremendous amount of stress... I understand. We ’ re working on it. Thank you, sir.

I just had to explain to the President of the United States what a “ bureaucratic felcher ” is.

You ’ re bringing this up while Vincent ’ s in Pasadena so he can ’ t argue the other side.

Let ’ s release the photo when we detail the rescue operation. I want to announce we ’ re launching some supplies to him next year during the Hohmann Transfer window.

Nine-month travel time, that puts the probe to Mars on Sol 868. Did we get the Botany Team ’ s analysis?

Get him in line, Vincent. We can ’ t afford any miscommunication. I hate this margin. 912 sols worth of food. We get there on 868. And that ’ s assuming nothing goes wrong...

We ’ re gon na have to launch as soon as possible. Which changes our travel time.

It ’ s Sol 135 now. We need thirteen days to mount the boosters and perform inspections. Which gives Bruce and his team...

Two hundred million dollar... sorry, five hundred... That ’ s a “ five? ”

Let ’ s ask the very, very expensive question : is this probe gon na be ready on time?

All right, let ’ s create fifteen days. Thirteen days to mount the probe. Can we reduce?

Tell Dr. Keller to stretch Watney ’ s rations four more days. She won ’ t like it, but that ’ ll get us to fifteen. And we ’ ll cancel the inspections.

In order to make our launch window, we were forced to accelerate our schedule.

If we ’ re calling something Project Elrond, I would like my codename to be “ Glorfindel. ”

Send Watney enough food to last until Ares 4, or send Hermes back to get him right now.

Can the Hermes function for 533 days beyond the scheduled mission end?

We still have the chance to bring five astronauts home safe and sound. I ’ m not risking their lives.

Annie will go before the media this morning and inform them of NASA ’ s decision to reroute the Hermes to Mars.

We ’ re fighting the same war. Every time something goes wrong, the world forgets why we fly. I ’ m trying to keep us airborne. This is bigger than one person.

Clear skies above the surface of Mars once again . PRELAP the sound of an ALARM : ARRR ... ARRR ... ARRR ... A BODY lies facedown , half-covered in red sand at the base of a hill . We catch a glimpse of the nametag on the spacesuit : “ Watney. ” The OXYGEN ALARM inside the helmet continues to BLARE . And just as it builds to crescendo ... Mark Watney gasps for air . He jerks back into consciousness . He ’ s disoriented , alarms BLARING inside his helmet . As he struggles to move ... He screams in pain . Glances down . Sees : A JAGGED LENGTH OF ANTENNA has pierced his spacesuit and stabbed straight into his abdomen . CAKED BLOOD all around the wound . Mark ’ s training kicks in -- the suit is breached -- he struggles to his knees -- gasping in pain -- he reaches to the side of his helmet for the BREACH KIT -- pulls the valve free -- grabs hold of the antenna ... grits his teeth ... AND YANKS the antenna out of his side . The antenna SNAPS FREE -- the suit is exposed to atmosphere -- the pressure inside DROPS -- Mark CRIES OUT , goes woozy -- But stays conscious . He slams the breach kit over the hole . Seals it . Checks his arm readout . The oxygen stabilizes . He ’ s still alive . For now . He struggles to his feet . Picks up the length of antenna . Begins the LONG CLIMB up the hill .

We ’ re WITH MARK as he makes the climb , and as he crests the hill we swing around to reveal : THE ARES 3 HABITATION ( a.k.a . “ The Hab ” ) : The large , white tent-like structure where the six crew members lived during their time on Mars . It ’ s been battered by the storm , but it ’ s still intact . Mark registers momentary relief . But then his eyes dart over to the MAV LAUNCH SITE . It ’ s empty . He keeps walking .

Mark fumbles his way into one of the hab ’ s airlocks . As soon as the airlock equalizes , he tears off his helmet ...

Mark stumbles into the main area . Peels off his jumpsuit . WINCES as he rips the blood-caked fabric away from HIS WOUND . His fingers probe the puncture . It ’ s deep . That ’ s bad . He checks his back for an exit wound . There ’ s none . That ’ s good . He grabs the broken antenna he brought with him . His fingers trace the bloodied end . It ’ s jagged -- as though a piece of the antenna broke off inside him . That ’ s really bad . Mark stumbles over to the first-aid station . Grabs supplies . Anesthetic . Syringe . Forceps . Needle . Suture thread . ( This is not exactly going to be easy to watch . ) Sweat pouring off his brow , Mark loads up the syringe with anesthetic . Grits his teeth . Injects it into his wound . Gasps . Breathes . Grabs the forceps . Hesitates . I don ’ t want to do this . He takes a deep breath ... And digs the forceps into his wound . He CRIES OUT in pain . Nearly goes unconscious . Fights it . Don ’ t pass out , Mark . He probes with the forceps , grimacing in agony . He can ’ t find it . Pushes the forceps in deeper . And DEEPER . Jesus . Mark ’ s face goes WHITE . He finds it . Yanks the forceps free . Sees the small piece of shrapnel . It ’ s out . Hallelujah . Mark grabs the needle . Tries to thread it . His hands won ’ t stop shaking . He makes fists . C ’ mon Mark . Steadies himself just enough . He begins to stitch himself up . Bit by agonizing bit . His hands keep shaking , but he refuses to stop until the wound is closed . Finally ... He ’ s done . He clips the sutures . Collapses back into his chair . Oh Jesus . Tries to catch his breath . We slowly ANGLE IN ON MARK as he struggles to breathe ... and breathe ... And as we settle into a CLOSEUP , we see the full reality of Mark ’ s situation hit him . He ’ s in agony . Left for dead . All by himself . The only man on the planet . His eyes drift to the middle distance . Then ...CUT TO TITLE :THE MARTIAN

CAM ANGLE : we ’ re looking through what ( we assume ) is a NASA camera . Mark ’ s head peeks into frame . He adjusts the camera , seems unfamiliar with how to work the video journal .He types on the keypad . We see the NASA TIMESTAMP appear on the frame . There , it ’ s working .Mark holds up the jagged piece of antenna .Mark trails off . It ’ s one thing to know it . It ’ s another to say it out loud .

Mark sits in his bunk . Drumming his fingers on the wall . Thinking .

The first slivers of sunlight start to creep over the horizon . TITLE : Sol 21

Mark flushes the toilet , which begins the procedure of vacuum- drying the waste . Mark glances back at the system . Hmmm ... The system finishes its process , sealing the waste into -- A SILVER BAG . Mark studies the bag . Idea forming .

Inventory . Mark removes all of the ration packs , stacking them in orderly piles as he catalogues their contents . One case in particular catches his attention . Label : “ DO NOT OPEN UNTIL THANKSGIVING . ”

Mark sits in the darkness . We get the sense he hasn ’ t moved much in the night . He stares into the middle distance . Then . He makes the decision . Get up , Mark . He gets to his feet . Moves with purpose as he rummages through the hab . Looking for something . Where is it ? There ... A pencil . He pulls a notecard free from one of his manuals . Paper . Back to basics . He sits at the table . And begins writing math equations .CUT TO :Mark addresses camera . He looks a little less-terrible than he did before .Mark holds up one of his mission briefs . Points to the word “ Botanist ” under “ Watney. ” Looks at us like , impressed ?

Mark stands in the kitchen , surrounded by silver bags . He fills a large container with water from the Reclaimer . He dumps in the contents of the compost bin . Then he stares at the bags . He does not look happy . He tears open a bag . Dumps the contents into the bin . Tears open another bag . As he does so , he starts to GAG -- TITLE : Sol 24

Mark scoops Martian dirt into a container with a small shovel . He carries the container to the airlock --

Mark enters the Hab , dumps his container of dirt into a corner where he ’ s cleared an empty area . TITLE : Sol 25

Same shot . Mark enters with another container . We follow to reveal ... there ’ s now a HUGE PILE of dirt in the corner . TITLE : Sol 28

Mark has spread the dirt over a third of the Hab floor . He stares at the compost bin . Eyes it like it ’ s his nemesis . Then he takes a deep breath . Opens the bin . Begins dumping it over the Martian dirt . He can ’ t hold his breath forever . He breathes eventually . Oh god , that ’ s horrible . TITLE : Sol 31

Mark cuts each potato into four quarters , making sure each quarter has at least two eyes . He begins planting each potato quarter in nice , orderly rows . As he works , we slowly WIDEN OUT to reveal -- The ENTIRE HAB is now covered in SOIL . Not just the floor -- Mark has cleared every available surface -- bunks , countertops , table -- and covered it with his dirt .

Mark packs soil on top of one of the crew member ’ s bunks . As he moves the personal items aside , he finds a DATA-STICK . He holds it up and looks at it : hmmmm . CUT TO : Mark has plugged the data-stick into the computer and is now viewing its contents : old episodes of seventies television . Mark just sits there . Watching HAPPY DAYS . TITLE : Sol 36

Mark trudges out to the Mars Descent Vehicle ( MDV ) -- the lander that brought the six of them to Mars . He delicately begins to remove the Hydrazine tank from the undercarriage ...

Science time . Quick cuts now as Mark shows us how to make water by burning rocket fuel : -- Mark duct tapes torn trash-bags to create a tent , which he uses to cover his work table . -- He tears an air hose from one of the space suits , tapes it to the tent , hangs it from the roof . Now he has a chimney . -- Mark vents pure oxygen from a tank , lights it with a spark from battery wires . Whoosh . Points the flame at the wood shavings . Now he has a small torch . -- Mark holds the torch , starts the Hydrazine flow . The Hydrazine sizzles on the iridium and DISAPPEARS . FOLLOW Mark ’ s gaze up to the chimney . FLAME BURSTS start sputtering out from the hose . Mark grins . It ’ s working . Mark checks his instruments . Watches the temperature carefully . Repeats the process . We may also notice Mark is wearing the protective inner lining of his EVA suit . Along with goggles . An oxygen mask hangs around his neck .

Mark talks directly to camera . We may notice he is standing in the middle of what looks like a mad-scientist ’ s chemistry experiment .Mark just stares at the camera . Then continues .He holds up Martinez ’ pack . Removes a small wooden cross .He starts shaving the cross down with a knife .

Mark ’ s still at it . He looks exhausted . He goes through the procedure once again . Glances at the atmospheric analyzer . Hm . Is that right ? Doesn ’ t give it a second thought . He strikes the torch again ... BOOM ! The explosion is LOUD , FAST , and CONTAINED . It blasts Mark clear across the room . He hits the ground like a wet rag .

Mark talks to camera . His clothes are somewhat scorched . His hair is singed in patches .He ’ s still dazed . A little out of it .He just sits there for a while .

Mark ’ s back at it . He checks his math , adjusts the O2 levels . He glances at camera , then crosses his fingers . Winces as he fires up the torch . He doesn ’ t blow up . Phew . Starts venting the hydrazine .CUT TO :Later . Mark steps back from the table . Wipes the sweat from his brow . Looks at his hands . Sweat . He walks over to the walls . Sees the condensation . Beads of water everywhere . He traces them with his finger . It ’ s as though he ’ s created a rainforest in his Hab . He walks to the WATER RECLAIMER . Takes the lid off the TANK . It ’ s now FILLED with water . Mark grins . TITLE : Sol 48

WIDE SHOT : we see the entire Hab . The surfaces covered with soil , the cramped living space , the mad-scientist experiment . Mark works at the table . And as he does so ... we begin to SPEED UP . Time lapse photography : Mark vents the Hydrazine -- Mark checks his readouts -- Mark collects water from the reclaimer -- Mark spreads the water over his soil -- Mark eats lunch -- Mark goes back to work -- Moving faster and FASTER : Mark sleeps -- Mark puts on his spacesuit -- Mark exits the Hab -- Mark brings in more dirt -- Mark vents Hydrazine -- Mark eats -- Mark sleeps -- While the days FLY BY , we ’ re slowly ANGLING towards the back of the room ... -- Mark works Mark eats Mark sleeps Mark works -- Towards a small patch of SOIL in the corner . We land in CLOSEUP : soil filling the frame . We HOLD . And after a beat ... A single , green SPROUT breaks through the soil . TITLE : Sol 54CUT TO BLACK .

And FROM BLACK , we FIND EARTH . The calming blue-greens a welcome reprieve from the fiery reds of Mars .

Teddy speaks before a memorial . A somber crowd listens in silence . We watch from far away .

A MAN walks past the NASA logo greeting visitors at the gate .TITLE : JOHNSON SPACE CENTER , HOUSTON , TX

The man enters the main lobby .TITLE : VINCENT KAPOOR , DIRECTOR OF MARS MISSIONS , NASAGuards glance up from the television , nod hello . As Vincent walks through security , we catch a glimpse of their screens : A CNN TITLE reads : “ President Speaks At Watney Memorial . ”

As Vincent makes his way through NASA , we notice EVERYONE IN THE BUILDING is watching news reports of the Watney service . ON THE SCREENS : We catch a brief glimpse of a female astronaut floating in zero-g , eulogizing Mark .

A man sits at his desk , staring out the window . We recognize him from the beginning of the movie . TITLE : TEDDY SANDERS , DIRECTOR OF NASA ON THE TELEVISION , we see Teddy shake hands with the President at the service . Vincent gives it a passing glance as he enters .Not one for small talk , Teddy gestures for Vincent to hand him the request form he ’ s holding .Teddy gives it a quick glance , shakes his head .Vincent shrugs -- then what is it ?Vincent thinks about it . Frustrated . Tries another tack .He knows this sounds cold , but he ’ s out of options .Teddy stares back out the window . Vincent has a point .

We ’ re funded for five Ares missions. I think I can get Congress to authorize a sixth.

They evac ’ d after eighteen sols. There ’ s half a mission worth of supplies up there. I can sell another mission at a fraction of the cost. I just need to know what ’ s left of our assets.

I ’ m talking about securing us another mission. We have twelve satellites in orbit, we can surely spare a few hours --

So... what do we do? He ’ s not going to decompose. He ’ ll be there forever.

Okay, consider this. Right now, the world is on our side. Sympathy for Watney ’ s family is high...

Ares 6 could bring the body back. We don ’ t say that ’ s the purpose of the mission, but we make it clear that would be part of it. We frame it that way, we get more support in Congress. I can sell it. But not if we wait a year.

Look at Rover 2. According to the logs, Commander Lewis took it out on Sol 17. Plugged it into the Hab to recharge. It ’ s been moved.

Here ’ s the clincher. Check the MDV. It ’ s been taken apart. There ’ s no way they do that without telling us.

And they ’ d be devastated to find out they abandoned him alive.

We have to protect the crew. There ’ s nothing they can do anyway. Let them deal with the emotional trauma when they ’ re not trapped in a spaceship.

Can you even imagine what he ’ s going through? He ’ s fifty million miles from home. He thinks he ’ s totally alone and that we all gave up on him. What kind of effect does that have on a man ’ s psychology?

We believe he ’ s preparing for a journey. He ’ s conducting incremental tests -- taking Rover 2 out for longer and longer trips each time.

Communication. We believe he plans to travel to the Ares 4 launch site in order to make contact with us. But it would be a dangerous gamble.

This is the problem Mark faces. He ’ s alone. And he needs to make contact to survive. But if we could talk to him, we ’ d tell him to stay put. Mark needs to trust we ’ re doing everything in our power to bring him home alive.

You know, these interviews aren ’ t easy. God forbid I try to say something proactive and positive.

Ms. Park is the person who figured out Mark was alive in the first place. She ’ s in charge of tracking him now.

Where the hell is he going? He hasn ’ t changed course in thirteen days. And he ’ s nowhere near course for Ares 4...

What obstacle? It ’ s Acidalia Planitia. There ’ s nothing out there but --

Nobody ’ s criticizing JPL ’ s work, Bruce. I want talk to everyone who was here in ‘ 97.

“ The whole world is rooting for you. Amazing job, getting Pathfinder. We ’ re working on rescue plans. Meantime... ”

“ We ’ re putting together a supply mission to keep you fed until Ares 4 arrives. ”

“ We haven ’ t told the crew you ’ re alive yet. We need them to concentrate on the mission. ”

I could tell him to take his helmet off, but then he ’ d, you know, die.

I ’ m on a plane to you this afternoon. We ’ ll have the release ready.

They estimate Mark ’ s crops will last him until Sol 912. They grudgingly admit Mark is doing great work.

Mark has a tendency to tell them to have sex with themselves whenever they question one of his decisions.

Complete loss of pressure boiled off most of the water. Any bacteria that survived, died in the sub-zero temperatures when exposed to Mars ’ atmosphere.

He can still eat the potatoes he has, he just can ’ t grow any more. We estimate they ’ ll give him about 200 sols.

“... the probe will take 414 days to reach you, and will deliver enough food to last you to Ares 4. ”

“ After the Greek goddess who traveled the heavens with the speed of wind. Among other things, she ’ s also the goddess of rainbows. ”

It... actually only takes three days to mount it. We can get that down to two. But the other ten are for testing and inspections.

About one in twenty launches. But that ’ s grounds for a countdown halt. We can ’ t take that chance.

... we substituted protein cubes for the standard rations. The thrust of the launch, combined with the simultaneous lateral vibration, liquefied the cubes and created an unbalanced load.

We ’ re jettisoning any sort of landing system -- the idea is we ’ re only sending rations, so they can crash land on Mars...

It ’ s a matter of life and death, Mitch. We need to make this decision.

It should. The Hermes was made to do all five Ares missions, so it ’ s only halfway through lifespan.

You ’ re going to have a remote controlled ascent with no backup comms?

You ’ re going to launch a man into space with a giant hole in the front of the ship?

It ’ s all happening twelve light-minutes away. That means it takes twenty-four minutes for them to get the answer to any question they ask. The whole launch is twelve minutes long. They ’ re on their own.

Good morning. Their mission is scheduled for 41 Sols. Your briefs detail the research and experiment schedules...

A WOMAN in her twenties checks the work order on her screen . TITLE : MINDY PARK , SATELLITE COMMUNICATIONS , NASA She straightens up when she sees the request comes from “ KAPOOR , Vincent. ” She enters the latitude and longitude ...Her heart starts to beat a little faster . Click . The images pop up : overhead shots of the Hab site . Morbid curiosity getting the better of her , she scans for Mark ’ s dead body . Doesn ’ t find it . Hmmm ... She zooms in on the Hab . That ’ s strange . And then it hits her . Oh god . She doesn ’ t know what to do . It takes her a moment to find the phone . Heart POUNDING .

Security? This is Mindy Park in SatCon. I need the emergency contact number for Dr. Kapoor. Yes, him. Yes it ’ s an emergency --

Yes, sir. Mark drove straight away from the Hab for almost two hours, did a short EVA, then drove for another two. We think the EVA was to change batteries.

He ’ s seventy-six kilometers away from the Hab. If it ’ s a test and it doesn ’ t work... he ’ s dead.

Every forty-one hours, we have a seventeen minute gap. It ’ s just the way the orbits work. So... it ’ s possible we missed something.

Unless he ’ s not taking a direct route. Maybe he ’ s trying to avoid some obstacle...

There ’ s a pattern to them. He goes out three hundred meters. Then stops. Three hundred more meters. Then stops.

So far, so good. He ’ s sticking to schedule. Drives for four hours before noon. Then sets the solar panels. And waits thirteen hours while they recharge. Sleeps somewhere in there. Then starts again.

A hard-charging WOMAN stares at us in SHOCK --TITLE : ANNIE MONTROSE , Director of Media Relations , NASA Annie , Vincent , and Teddy all huddle in the conference room . IMAGES of the HAB site on the screens around them .Vincent shoots Teddy a glance . After a moment , Teddy understands what it means .Vincent ’ s eyes drift to the images of Mars .

Why don ’ t we talk to Lewis? Let ’ s go to CAPCOM and ask her directly right now.

We have twenty-four hours before we ’ re required to release the pics.

“ Dear America. Remember that astronaut we thought we killed and had a nice funeral for? Turns out he ’ s alive and we left him on Mars. Our bad. Sincerely, NASA. ”

Don ’ t say “ Bring him home alive. ” It reminds the world he might die.

You asked how you did and I ’ m giving you my answer. My answer is “ Eh. ” And yes, I ’ m going to make everyone forget there ’ s a strong likelihood Mark Watney is going to die because that ’ s what you pay me for and unfortunately I need this job because I ’ m currently paying alimony to two deadbeat ex-husbands because somehow gender equality has bitten me square in the ass.

It ’ s not gon na work. I need something with less-Happy-Days and more... Mark ’ s face.

How do you know that? Why does “ Elrond ” mean “ secret meeting? ”

Not that we have a choice, but... are we sure we want to be broadcasting this to the world? I mean, if something goes wrong --

... as soon as Mission Control finishes their pre-flight checks, we will begin launch procedures...

The Ares 5 team will rendezvous with the Hermes approximately 48 minutes after launch. From there, they ’ ve got 414 days of space travel ahead of them, arriving at Mars on March 30th. And I ’ ll let the Director of Mars Missions, Vincent Kapoor, brief you on the particulars.

Mark stares directly into camera .We now notice that Vicki Sue Robinson ’ s “ Turn the Beat Around ” is playing on the computer .CUT TO :

Mark sits at his work station , checking A MAP of Mars while he makes calculations . TITLE : Sol 70We see Mark trace a route from his position to the crater .

Quick cuts . Mark rips the ( VERY large ) battery out of Rover 1 and drags it over to Rover 2 . Stares at it . Where am I gon na put this ?

Mark speaks directly to camera .MUSIC UP : The bouncing bass line of “ Rubberband Man ” by The Spinners carries us through --

-- Mark attaches the battery to Rover 2 with a makeshift harness .

-- Mark sits behind the wheel of his wagon train . Takes it for a test drive . It ’ s not pretty , but the spare battery HOLDS . As do the solar cells .

Mark speaks to the camera . His teeth are chattering .Mark drives back towards the Hab .

Mark drives the Rover across Acidalia Planitia . IN THE DISTANCE : a GREEN FLAG is planted at the top of a hill .Mark climbs the hill .Mark begins to dig up the big box of plutonium .Mark unearths the RTG . It looks like a small missile .

Mark talks to camera while he drives the rover . He ’ s covered in sweat . He even has his shirt off .Mark hits play on the computer . “ Hot Stuff ” by Donna Summer starts playing . It ’ s super disco-y . Mark drives , stone- faced , while it plays .

The rover heads towards the Hab in the distance , growing smaller and smaller in frame . Got ta have some HOT LOVE baby this evening ... Hot hot hot hot ... stuff ...

SATELLITE IMAGERY : from above , Mark ’ s rover cuts across Mars .A CNN REPORTER conducts an interview with Vincent in the NASA MEDIA ROOM . Annie watches like a nervous stage mom .

Vincent and Annie enter just as the rest of the Department Heads are settling for the meeting . Teddy glances up --Vincent starts to muster an “ are you kidding me ? ” as Mindy passes out a brief to the department heads .Nobody ’ s quite sure who Teddy is asking .A man who seems to embody the word “ gruff ” stares at Mindy over his brief . Who is this kid ?TITLE : MITCH HENDERSON , Hermes Flight Director , NASATeddy looks to the brilliant-but-constantly-harried man skyping in on the computer screens . TITLE : BRUCE NG , Director , Jet Propulsion Laboratory .

Are we doing a daddy/daughter thing today? Where ’ s the Director of SatCon?

With the positions of Earth and Mars, it ’ ll take nine months. And it ’ ll take us six months to build it in the first place.

You discussed this. But I ’ m the one who decides what ’ s best for the crew. They deserve to know.

Hard to say. We lost contact in ‘ 97. We think it was battery failure.

Though I ’ d like to point out it lasted three times longer than expected in any scenario.

Tim is our finest comm tech, and we all appreciate his acerbic wit.

I ’ m, uh... I ’ m gon na need a change of clothes. We ’ re all gon na need a change of clothes.

Fifteen days. If I had another fifteen days, I could get it done.

All right, thanks to our friends in China, we get one more chance at this. We finished the Iris probe in sixty-three days. Now we get to do it again in twenty-eight...

The Council of Elrond. From Lord of the Rings. It ’ s the meeting where they decide to destroy the One Ring.

So... what? We either have a high chance of killing one person, or a low chance of killing six people. How do we make that decision?

Okay, we ’ re gon na start by stating, for the record, that you ’ re not gon na like this.

Which means we need to make the MAV lighter. A lot lighter. Five-thousand kilograms lighter.

There were some gimmes right off the bat. The design presumes 500 kilograms of Martian soil and samples. Obviously, we won ’ t do that.

If we go remote, we can lose the control panels. Then we dump the secondary and tertiary comm systems.

We have to remove the nose airlock, the windows, and Hull Panel 19.

The hull ’ s mostly there to keep the air in. Mars ’ atmosphere is so thin you don ’ t need a lot of streamlining. By the time the ship ’ s going fast enough for air resistance to matter, it ’ ll be high enough that there ’ s practically no air.

Problem is, Mark ’ s right. This is only gon na get worse the longer we wait. We need to tell the crew.

I shouldn ’ t have to clear this with you or Vincent or anyone else.

Hermes, this is Mitch Henderson. I have some news. There ’ s no subtle way to put this : Mark Watney is still alive.

I know that ’ s a surprise. And I know you ’ ll have a lot of questions. Here are the basics : he ’ s alive and healthy. We found out two months ago and decided not to tell you. I was strongly against that decision. We ’ re telling you now because we finally have communication with him and a viable rescue plan. We ’ ll get you a full write up of what happened, but it ’ s not your fault. Mark stresses that every time it comes up. Take some time to absorb this. Your science schedules are cleared for tomorrow. Send all the questions you want and we ’ ll answer them. Henderson out.

We ’ re working on it. Prelim estimates call for a four-hundred fourteen day trip.

They wouldn ’ t hesitate. Not for a second. That ’ s why Vincent called this meeting. He wants us to decide instead.

She ’ s the Mission Commander. Life and death decisions are her damn job.

Whoever gave them the maneuver only passed along information. The crew made the decision on their own.

All due respect to your CNSA protocol, we haven ’ t done things that way since Apollo 9 --

The problem is the intercept velocity. The Hermes can not enter Mars orbit, or they ’ ll never have enough fuel to make it home. The MAV is only designed to get to Low Mars Orbit. So in order for Mark to escape Mars ’ gravity entirely and intercept the Hermes...

There ’ s just one passenger instead of six. With suits and gear, that saves another 500. Then we ditch the life support. We don ’ t need it. We ’ ll have Watney use his EVA suit for the whole trip.

He won ’ t. Martinez will pilot the MAV remotely from the Hermes.

The Hab has been TRANSFORMED into a makeshift GREENHOUSE . Plants sprout everywhere . Mark uproots some of the potatoes , cuts them in pieces . Replants them . TITLE : Sol 79

Back to work . Mark sits at the table , studies his maps . He can ’ t crack the problem . C ’ mon , Mark , think ... Then it hits him . He zooms in on the map . We catch a glimpse of two words : “ Chryse Planitia. ” Mark leaps from his chair . Studies the map up close . He nods . Whispers to himself . Okay ...

SATELLITE VIEW : Mark ’ s Rover 2 cuts through Mars .Vincent huddles over Mindy ’ s screen .Vincent stops short . Mindy looks at him : what ?Vincent bolts away . Mindy follows .

Vincent hurries into the employee break room . A lone TECHNICIAN sits , sipping coffee . ON THE BACK WALL : a large poster of Mars ( the type they sell in gift shops . ) Vincent rips the poster off the wall .Vincent marks it off on the map with a sharpie . Draws Mark ’ s location . He needs a ruler . Looks around , grabs the Technician ’ s notebook out of his hands . Uses the spine to connect the dots . Studies it . Grins .Vincent , lost in his own world now , bolts for his office . As he hurries away ( leaving Mindy and the Technician behind ) :

Mark ’ s Rover 2 crests a hill , approaching HIS DESTINATION : There , buried in a mound of Martian sand , we catch a glint of metal in the sunlight . As Mark drives towards it ...

Bruce waits in the lobby as Vincent walks through the front doors . TITLE : Jet Propulsion Laboratory , Pasadena , California They shake hands .

Bruce and Vincent hurry across the JPL campus . In the background , deer frolic . ( NOTE : This is real . Deer frolic out in the open on the JPL grounds . NOTE : It ’ s awesome . )

Mark , on foot now , digs at the location . As he begins to reveal the buried metal ...

Vincent and Bruce enter the cavernous JPL garage . A large crowd mills around an APPARATUS covered by a sheet .Bruce nods , pulls off the sheet to reveal ...The American spacecraft launched in 1996 . It ’ s in two notable sections -- the large LANDER and the smaller SOJOURNER ROVER . Vincent ’ s eyes gleam as he stares at the craft .

Mark has now uncovered Pathfinder . He stares at it with a similar gleam in his eye . Then he drags the Lander to the back of Rover 2 , begins lashing it to a makeshift hitch ... TITLE : Sol 109

Sojourner now sits beside the workbench outside the Hab , watching as Mark methodically takes apart the Lander . It looks like he ’ s been at this a while . He removes the battery , replaces it with an environment heater . Like a surgeon performing a heart transplant . He locks the heater into place , and as it CLICKS we --CUT TO BLACK .

Titles ( s ) PATHFINDER LOG : SOL 0 BOOT SEQUENCE INITIATED TIME 00:00:00 LOADING OS ... PERFORMING HARDWARE CHECK ... INT TEMPERATURE : - 34C , EXT TEMPERATURE : NONFUNCTIONAL , BATTERY : FULL , HIGAIN : Okay , LOGAIN : Okay , METEOROLOGY : NONFUNCTIONAL , SOLAR A : NONFUNCTIONAL , SOLAR B : NONFUNCTIONAL , SOLAR C : NONFUNCTIONAL , HARDWARE CHECK COMPLETETHEN :BROADCASTING STATUS LISTENING FOR TELEMETRY SIGNAL ... LISTENING FOR TELEMETRY SIGNAL ... LISTENING FOR TELEMETRY SIGNAL ...THEN :SIGNAL ACQUIRED . INT . JPL GARAGE - DAY Vincent , Bruce , and the JPL team see the words come up on the main screen . The room begins to BUZZ ...

Mark stares at the high gain antenna on the Lander . It starts to MOVE ... angling towards Earth . Mark begins to dance .

Vincent and Bruce cluster around the station of TIM GRIMES .Bruce mouths “ I will fire you ” to Tim .ON THE SCREENS : the panoramic starts to appear , one vertical stripe at a time .The image reveals a handwritten note , posted on a metal rod .The image reveals two more notes , spaced a few feet apart .

As soon as I received the high-gain response, I directed Pathfinder to take a panoramic image.

Yes, but I thought we would all rather look at this black screen instead of a vibrant red planet.

Thirty-two minute round trip communications time. He can only ask yes/no questions, and all we can do is point the camera. This won ’ t exactly be an Algonquin round table of snappy repartee.

“ How ’ s the crew? What did they say when they found out I was alive? ”

“ What the... f-word... f-word in gerund form... f-word again... is wrong with you... f-words. ”

Mark watches as the camera moves towards one of his notes . We ANGLE IN on the paper , focusing on one word in particular : “ YES . ”

Mark methodically sets up cards marked “ A-F ” and “ 0-9 ” in a circle around the camera .

Mark sits in Johanssen ’ s bunk . Scrolling through her laptop .

Mark translates the numbers with his ASCII table : “ HOW ALIVE ” Mark ponders the question . Begins writing his response .

“ Impaled by antenna . Bio-monitor destroyed . Crew had reason to think me dead . Not their fault . ”

Mark inputs the code into the rover ’ s computer .Mark waits patiently at the computer . Text pops up on Mark ’ s screen . As he reads :

Now that we can have more complicated conversations, the smart people at NASA have sent me instructions on how to hack the rover so that it can talk to Pathfinder. If I hack a tiny bit of code, just twenty instructions in the Rover ’ s operating system, NASA can link the rover to Pathfinder ’ s broadcasting frequency... and we ’ re in business.

Vincent and Bruce huddle around Tim ’ s console while Vincent dictates and Tim types .

Teddy , Mitch , Annie , and the rest of the team watch Vincent ’ s text cross the screen .

Mark reads the text . His first human contact in quite some time .

Vincent and Bruce huddle around Tim ’ s console .Everyone laughs , cheers . Tim notices there ’ s more ...Vincent and Bruce share a glance . Vincent thinks about it .

Mark reads the response .Mark ’ s eyes narrow as he types his response . Hits ENTER .

The group reads Mark ’ s response . They go PALE . Oh , Jesus . Vincent hangs his head . Tim tries not to smile and fails .

Teddy is on the phone as Mitch approaches .Teddy hangs up . Glances at Mitch .Teddy thinks about it .

THE HERMES : the massive spacecraft makes its way through space on its long journey back to Earth . TITLE : Four Months Since Mars Departure We ANGLE towards one of the windows to FIND COMMANDER LEWIS staring out at the starfield ...

Lewis is alone , in a secluded section of the ship . She keys the console .

Lewis floats towards the Semicone-A ladder . MARTINEZ beats her there . As he floats up the ladder ...As they make their way down the ladder , the centripetal force from the rotating craft creates artificial gravity . Halfway down , they have to use their hands on the ladder ...

Lewis and Martinez enter the Rec Room . The others are already there -- the data dump is the highlight of the day .Johanssen opens the message . Hits play .The news hits the crew like a freight train .For a moment the group sits in stunned silence .Vogel cracks a smile .Beck starts to laugh . Relief pouring out of him .But Lewis is still in shock . Her words barely a whisper :The group trades glances , but nobody knows what to say . Without another word , Lewis turns and exits the room .

Mark removes water from the water reclaimer . Goes down the rows of plants , watering one by one .

Mark talks to camera .Mark adjusts the camera to show more of the lab . We see the lush greenery of the potato plants EVERYWHERE .Mark leans one elbow against an imaginary pillar and hooks his other thumb on his imaginary belt loops .Mark turns his back to camera , looks at us over his shoulder , and bites on his thumb suggestively .MUSIC UP : “ Right Back Where We Started From ” by Maxine Nightingale takes us into ... EXT . HAB - DAY -- Mark stands outside in his suit . Positions himself in front of the camera . Holds up a notecard . We ’ re behind him , we don ’ t see what the notecard says . As he poses --CUT TO :

Annie tosses a photo on the conference room table : Mark , in his spacesuit , gives the camera a big thumbs-up . He holds up a note that says , “ Ayyyyyyy ! ”Vincent and Bruce are both on monitors from JPL .Vincent gives a look that says “ Et tu , Teddy ? ”EXT/ INT . HAB AIRLOCK - DUSKMark finishes putting on his spacesuit . Snaps his helmet into place . Grabs his toolkit . Mark steps into the airlock . Closes the door behind him . As he does , we begin ANGLING towards the carbon-thread canvas lining the side of the airlock . As the depressurization process begins , the canvas starts to STRETCH ... And the sheet RIPS . The Hab breaches . In one-tenth of a second , the tear travels the length of the airlock -- The full force of the Hab ’ s atmosphere rushes through the breach ... KAAAA-BOOOOM ! The airlock ( with Mark in it ) is LAUNCHED LIKE A CANNONBALL . It flies forty meters through the air --

QUICK SLO-MO SHOT as the crops inside the HAB are DESTROYED in the depressurization .

RAMP to regular speed -- WHAM ! The airlock hits the hillside -- Mark ’ s body SLAMS into the wall -- his faceplate SHATTERS -- the airlock FLIPS and TUMBLES down the hill . Mark is tossed around inside like a ragdoll in a washing machine . The airlock rolls another fifteen meters ... And comes to a stop .

Panicked breaths . Ringing ears . Mark struggles to stay conscious . His head bleeding . Jesus Christ . What just happened ? He looks through the window . Sees the collapsed Hab . The debris of ruined equipment scattering the field between them . Psssssshhhhhhhh ... Mark wipes the blood from his brow , rolls to his knees . Struggles out of his suit . Checks his wounds . He ’ s alive . Psssssshhhhhhhh ... What the hell is that sound ? Air . The airlock is leaking . Mark ’ s heart starts to pound . He searches frantically for the leak , checking every seam , every inch of fabric ... Psssssshhhhhhhh ... Mark checks his arm computer . Oxygen flow steady . This will keep him alive . For now . But he has to find that leak ... Think , Watney . How do you find an invisible leak ? He does an inventory . He has his toolkit . He has the patch kit from his suit . Think , Watney ... It hits him . He pulls the knife out of the toolkit ... And cuts his own hair . He hacks a chunk clean out of it . Holds the loose hair tight . Then he goes back to the arm computer . BOOSTS the oxygen flow . Now , all I need is a spark ... Yanks the WIRES from the power generator free . Strips the casing . Here goes nothing ... He holds the wires in the oxygen flow , rubs them together to create a SPARK . WHOOSH . He lights the hair on fire , creating the key to his plan : SMOKE . Mark holds his breath . Watches the smoke wisp and curl towards the floor ... Heading right through the microscopic TEAR in the fabric . Mark grins . I ’ ve got you . Goes back to the toolkit . Finds that old stalwart of every NASA space mission : Duct tape . He tears a piece free . Seals the hole . The hissing stops . Mark breathes . Okay ... Now what ?CUT TO :Mark cuts off one of the arms from his EVA suit . Cuts it into one square piece . Opens the patch kit . Works fast to glue the square over the area where the faceplate used to be . Then glues the arm-hole shut .CUT TO :WHAM ! Mark slams his back into the airlock wall , hitting it with enough force so that ... The airlock ROLLS . It ’ s clumsy -- like rolling a phone booth from inside -- but it works . The airlock rolls a little less than a meter . Mark takes a breath . Girds himself to do it again ...

The airlock has traveled the fifty meters so that it ’ s now close to the Hab . Mark exits the airlock . He ’ s wearing the patched-up suit . Which means his faceplate is completely covered with fabric , and he only has one arm free . He points the free arm in front of him and begins to walk . INSIDE THE SUIT : Mark is using the camera in his arm computer to navigate . The camera projects an image onto the inside of the faceplate . Which is now fabric . It ’ s crude , but it ’ ll work . MARK ’ S POV : Mark hurries through the rip in the airlock . Stumbles through the deflated Hab , past the mess of debris , heading for the bunk . Finds what he ’ s looking for ... Martinez ’ SUIT .

Mark stands in the center of the Hab . We finally get a good look at it . And it ’ s A MESS . Equipment overturned , debris everywhere . But the worst part ? Mark ’ s crops are RUINED . Mark stares at the disaster of frozen soil and uprooted plants . All his work . His lifeline . Destroyed . He stares at the mess for a long time . Then he begins to clean it up .

Mark sits at the keypad . Takes a moment to compose his words . God , how do I explain this ? As he begins to type ...

Vincent , Teddy , Annie and a team of others study the analysis reports . Mood is somber .

Bruce and his team sit around a speakerphone . They ’ ve just hung up with Vincent . Everyone looks suitably SHELLSHOCKED .Everyone is at a loss for words . You might as well have told this team they have to build a unicorn .

The Hermes continues on its course back to Earth . TITLE : Sol 136

Martinez reads Mark ’ s response .Martinez types . We see his response on his screen : “ Will do . ”

Back to work . No choice . Mark clears the detritus from inside the Hab . Stares at the hole in the airlock .

Mark covers the hole with Hab canvas . Begins strapping it in place with duct tape . Doubles up the tape in a circular pattern . Studies his work . It ’ s not pretty , but with a little luck ... Mark repressurizes the Hab . Watches the canvas stretch as the pressure equalizes . He holds his breath ... The canvas holds .

Mark takes inventory of his remaining potatoes . Outside , gusts of wind slam the canvas . Mark tries to stay focused on the matter at hand . Tries not to think about the fact that his life is currently held together by duct tape . Keep working , Mark ...

A man sleeps in his office , half-on and half-off his small love seat . He snores ever-so-slightly .TITLE : RICH PURNELL , ASTRODYNAMICS , NASAOn his computer screen , we see orbital computations running . Vectors between Earth and Mars cycle over and over .MIKE WATKINS pokes his head in Rich ’ s office . Rich stirs .Rich nods . Grabs the old cup of coffee from his end table . Takes a big drink . His face registers shock . He opens his mouth and lets the coffee fall directly on the floor .Four-hundred fourteen days . Not an ideal time to launch , is it ?Rich trails off .Rich walks out of the room .

I know we ’ re coming at this backwards, but we can ’ t commit to a firm launch date with this many unknowns.

It ’ s all right. All twenty-five models will take four-hundred fourteen days to reach Mars. They vary only slightly in thrust duration, and the fuel requirement is nearly identical.

Earth and Mars are really badly positioned. Heck, it ’ s almost easier to...

My name is Rich Purnell and I work in astrodynamics and you should hang up the phone right now.

Okay... let ’ s pretend this stapler is the Hermes. And you are... I ’ m sorry, what ’ s your name again?

Okay, Teddy, you ’ re Earth. And right now the Hermes is heading towards you and is about to start its month-long deceleration to intercept. But, instead, I ’ m proposing...

We start accelerating immediately, to preserve velocity and gain even more. We don ’ t intercept Earth at all, but we come close enough to use a gravity assist to adjust course. While we ’ re doing that...

Pick up whatever provisions we need... and then we ’ re accelerating towards Mars.

You ’ re Mars. And we ’ re going too fast at this point to fall into orbit, so it ’ s a flyby.

Vincent dictates a message to Mark . Mindy types while he talks .

Mark reads the message in the Rover .Mark types his response ...

Mindy reads Mark ’ s response on his screen as Vincent waits . Mindy suppresses a smile , throws it up on the main screens : “ Gay probe coming to save me . Got it . ”

Teddy addresses the group from the head of the table .Bruce looks noticeably more exhausted than everyone else .The room goes silent . Everyone trades nervous glances .Nobody does .

Mark sits at the table . A ration pack and two potatoes in front of him . He talks to camera . He looks depressed . TITLE : Sol 154He divides the meatloaf into thirds . Sets the majority aside . Focuses on what ’ s left . Which is pathetic .Mark hacks off even more of the meager ration and half of a potato and sets that aside . There ’ s barely anything left .There are also two pills on the table . Mark crushes them .

The IRIS PROBE , now mounted on the booster , is readied for launch . WATER VAPOR clouds the launchpad . The final SUPPLIES are loaded into the probe .

Full house . Mitch presides over the room , in his element .Mitch puts on his headset .And as Mitch runs through the status check ...

Teddy watches the countdown clock from the observation room . He looks over what appears to be a SPEECH . We catch a few words , including , “ ... successful launch ... ” Teddy closes the speech in a BLUE FOLDER . As the clock approaches 00:00:15 ... .ON THE FLOOR : Vincent leans against the wall . Deep breath .

RICH PURNELL works on orbital calculations at his computer . Isn ’ t paying attention to the launch at all .

CHEERS course through the room . While team members congratulate one another , the LAUNCHER INTERFACE frowns at his station .

A VIOLENT SHIMMY rattles the payload as the craft ACCELERATES . The bolt at the forefront CRACKS --

As the first stage depletes its fuel , it JETTISONS the stage- clamps . As the stage begins to fall away from the shimmying craft , it CATCHES HOLD , swinging unnaturally to the side . The second stage engines IGNITE --

WHOOSH -- the acceleration SHAKES the craft . The BOLT SHEARS CLEAN OFF -- the payload ROCKS -- THE OTHER FOUR BOLTS SNAP -- Iris slips from its supports , and SLAMS INTO THE HULL --

ALARMS and LIGHTS flash across the consoles . A cacophony of urgent voices from the floor :The voices go SILENT . The alarms BLARE . Then :Mitch looks to the main screen . It GOES BLACK , with LARGE WHITE LETTERS reading : “ L.O.S . ”ON THE SCREENS : cameras catch glimpses of debris trails falling from the sky . Mitch puts his head in his hands .Then Mitch Henderson says the words every Flight Director hopes he never has to say :

Negative, Flight. It ’ s not drift, they ’ ve adjusted course. Deliberate 27.812 rotation.

I... I don ’ t get it, Flight. No real status. Just a single sentence.

Message reads : “ Houston, be advised : Rich Purnell is a steely-eyed missile man. ”

Roger Flight. Message sent. Minimum reply time 3 minutes, 4 seconds.

Vincent sits in his office . NASA is eerily silent now . It ’ s night . Vincent stares into space . Click . He ’ s been motionless so long , the sensors think the office is empty and shut off the lights . Vincent shifts . The lights click back on . A chime RINGS OUT on his computer . Vincent glances at the screen , sees a relayed message from Pathfinder : “ WATNEY : How ’ d the launch go ? ”

The SOMBER REDS of MARS blaze against the spacescape . TITLE : Sol 186

An impressive headquarters in the heart of Beijing . TITLE : CHINA NATIONAL SPACE ADMINISTRATION

ONSCREEN : Teddy and Vincent answer questions from reporters .We hear a MAN ’ S VOICE . He speaks in SUBTITLED CHINESE .Reveal A MAN AND A WOMAN watching the monitor . The voice belongs to : TITLE : ZHU TAO , Under-Director , CNSATITLE : GUO MING , Director , CNSAGUO considers this . But he ’ s already made the decision ...

The Taiyang Shen ’ s booster. Our engineers have run the numbers, and it has enough fuel for a Mars injection orbit.

Then. Merely for the sake of argument, let ’ s say we decide to help them...

We ’ d be giving up a booster and effectively cancelling Taiyang Shen.

We need to keep this among scientists. A cooperation between space agencies...

We ’ re SLOWLY PUSHING IN on Teddy as he listens to the voice on the other end of the phone detail the terms . Teddy closes his eyes . Relief washes over him . It takes him a moment to realize they ’ re waiting for his answer .

Bruce stands at the white boards , addressing his department heads . He ’ s energized , writing like a madman while he talks :

Rich Purnell stares at the calculations on the screen . Can these be right ? He runs the numbers again . As he sees the readout on his screen , he grins : holy shit , I ’ m right .

Vincent ’ s on the phone .Rich barges into to Vincent ’ s office .Rich hands Vincent his summary .

We ’ re FOLLOWING ANNIE as she hurries into the briefing room . Vincent , Rich , Bruce , and Mitch are already there . Annie ’ s reading the email on her phone .Wait ... what ? Jesus . It ’ s as though Rich just dropped a bomb in this room .Rich looks around . Grabs items off the table to demonstrate .He grabs the pen out of Teddy ’ s pocket .Vincent demonstrates , blasting his pen off of Annie ’ s shoulder . Rich catches it , and points everything back towards Teddy ...The group sits in stunned silence . Teddy ’ s the first one to grasp the full magnitude of what they ’ ve just proposed . He locks eyes with Vincent --And there ’ s no mistaking Teddy ’ s tone , so Rich does exactly that . After he leaves the room --Vincent nods . That ’ s correct .All eyes on Teddy now . The room sits in silence . Teddy thinks for a long time . Feeling the full burden of leadership . Then :Mitch stares at Teddy . Quietly seething .

Mark trudges out of the airlock , goes about his routine . He walks over to the solar panels , starts to scrub them for ( what seems like ) the thousandth time ... And stops . He can ’ t do it anymore . He stares at them for a long time . Then drops the brush . He walks to the top of the hill . Sits down . He closes his eyes .CUT TO :Later . Mark hasn ’ t moved . The sun is beginning to set . The temperature ALARM on his suit is beginning to BLARE . It gets cold FAST on Mars . Mark overrides the alarm . Sits in the silence . As he glances back towards the setting sun , something METALLIC glints in the dust beneath him . Hmm . Mark gets up . Walks towards it . It ’ s Vogel ’ s specimen drill . Dropped when the storm hit . Mark looks around , sees the HOLES drilled in the rock formation . His fingers trace the unfinished work . He picks up the drill .

SATELLITE VIEW : We can see Mark making his way to the Rover .Vincent is hovering over Mindy ’ s station .Mindy shakes her head .She pulls it up on the screen . Frowns . It ’ s a jumble of numbers and data .Vincent ’ s the first to figure it out .Mindy frowns . I ’ m sorry , what ? Vincent looks at the screens . Admiration in his eyes .

Mark addresses camera while he works at the experiment table , diligently crushing the rock samples and testing them with his chemistry set . Still somber . But he ’ s working .

From his computer , Vogel runs a diagnostic check on the ship ’ s engines . As he finishes his work for the day , he turns his attention to his Email . Frowns when he sees : “ Subject : Unsere Kinder ” Our children ? That ’ s strange . He tries to open the attachment , but it ’ s unreadable .

Vogel glides along passage to the Rec Room . Johannsen jogs within the rotating drum . Vogel approaches .

Johanssen leads Vogel into the gym .And as Vogel tries to make sense of what he ’ s looking at , one phrase in particular stands out on the screen : “ SOL 561 . ”

All five crew members are seated around the main table in The Rec -- the cramped area of the ship used for personal time . Lewis finishes briefing the team .She gives the others a chance to absorb the news . They trade astonished glances .Beck thinks about it long and hard . Then :And then there was one . All eyes turn to Johanssen .As Johanssen glances up at us , feeling the full weight of the world on her small shoulders --

BRENDAN HATCH oversees Mission Control from 1 a.m. to 9 a.m . The shift is much quieter than the day shift . Usually .ALARMS start ringing out on the various stations .

CAPCOM, advise Hermes they ’ re drifting. Guidance, get a correction ready --

Work out how long they can stay on this course before it ’ s irreversible.

Teddy ’ s staring out the window when Mitch enters . Teddy makes him wait .Teddy looks at him . Don ’ t give me that horseshit .Teddy relents . Just slightly . God , I hope you ’ re right . Then :

Beneath us , sunlight creeps across the ridges of the Schiaparelli Crater . We PRELAP the sound of DRILLING . TITLE : Sol 219

Mark talks directly to the camera .Mark thinks about that . Grins . Okay , I guess that sounds awesome .MUSIC UP : The opening CHORDS of “ Starman ” by David Bowie take us to ...

Mark , in his MAV SUIT , stands on top of Rover Two . He holds the large ROCK SAMPLE DRILL like a jackhammer , drilling holes through the roof . It ’ s grueling work . He ’ s been at this a while : we catch a glimpse of the SEVEN- HUNDRED HOLES he ’ s drilled around the edge of the roof . He finishes the last hole . Then he grabs a SCREWDRIVER . And a ROCK . Jams the screwdriver between the holes like a chisel . WHACK ! He hits it with the rock . WHACK ! He hits it again . And again .

“ Didn ’ t know what time it was the lights were low , oh , oh ... ” Mark positions the partially-disassembled rover in front of the camera . Frames his handiwork . Waits .

“ I leaned back on my radio , oh , oh ... ” Vincent and his engineers study Mark ’ s photograph . Okay , good . The engineers start sketching out what to do next ...

“ Didn ’ t know what time it was the lights were low , oh , oh ... ” A bleary Teddy and Mitch step into the lobby of the China National Space Administration . They find Zhu and Guo waiting for them with an entourage . As they shake hands ...

“ There ’ s a starman waiting in the sky ... ” Mark , inventories his remaining ration packs while he eats a potato . He labels a few ration packs as he sets them aside : “ Departure , ” “ Birthday , ” “ Last Meal ... ”

Martinez talks to his wife , MARISSA , on a screen in the video booth . She ’ s upset with him .Goddamn it , he ’ s right . After a moment , she holds her hand up to the screen . He does the same .

Five hundred and thirty-three days longer? And you said yes to this?

Bruce and his team oversee the Iris 2 Probe as it ’ s loaded into shipping containers . A few Chinese members of the CNSA ( dressed in protective gear ) watch as well .

Lewis , floating now due to the lack of centripetal gravity , talks on the computer to her husband , ROBERT . It ’ s clear they love each other .Robert holds up a vintage 1973 copy Abba ’ s Greatest Hits album . Lewis squeals when she sees it . Claps with delight .

Mitch engages in a heated argument with the Chinese Flight Director .The translator tries to translate his words . Zhu raises his eyebrows , glances at Teddy -- is this guy for real ? Teddy shakes his head , Don ’ t look at me , man .

Mark seals the tent to the roof of Rover 2 , then pressurizes it . Checking for leaks . It ’ s like a hot-air balloon .

Vincent and his engineers are doing the exact same thing -- they have a mirrored set of Mark ’ s equipment . They try to figure out how to fit the Oxygenator into the pop tent .

Vogel entertains his WIFE and their young CHILDREN . He flips from a low-G area into a non-G area . ON THE SCREEN : The kids laugh and laugh .

The Taiyang Shen LAUNCHES . Mitch , Teddy , and the Chinese scientists all clap , shake hands .

“ He told us not to blow it ‘ Cause he knows it ’ s all worthwhile ... ” Mark , bops his head to the music as he drives Rover 2 across the dunes .

Martinez takes control of the probe . He pilots it towards the Hermes ...

The probe approaches the Hermes as the docking procedure begins ...

Beck , geared up in his EVA suit , tethered to the wall , guides the probe to the docking port .

Johannsen watches anxiously through the window port as Beck secures the docking .

“ Let the children lose it , let the children use it , let all the children boogie ... ” The Hermes , rotating once again , soars through space on its return journey to Mars . It leaves the Earth behind ... And the music slowly FADES OUT .

As we hold in silence on the Red Planet , the title takes a little longer than usual to appear onscreen ... . TITLE : Sol 461

And it ’ s OVER SIX MONTHS LATER , so a lot has changed .Both Rovers are now hitched together . Pathfinder rides on top of Rover 1 like Granny Clampett . Rover 2 houses all the equipment . The whole thing looks like a Gypsy caravan made of billion dollar NASA equipment .

The Hab is similarly transformed . All the major equipment has been stripped for parts . Sections of the canvas have been cut down , re-glued , making the tent lopsided in places .

Mark talks directly to camera . The six months have transformed him as well . He ’ s GAUNT . His hair is longer . His impressive beard shapes his face .It ’ s better than winning the Nobel Prize .

Last day in the Hab . Mark shaves his beard .CUT TO :Mark organizes the boxes and boxes of experiments he was keeping alive during his time in the Hab . Among the labels we see “ Das Soil Samples . ”CUT TO :Mark pulls on his suit . Performs final shutdown . All the computers , lights , heaters go DARK . Silence .

Mark depressurizes the Hab . Stares at it for a moment . Thank you for keeping me alive .

Mark opens Rover 2 . We catch a glimpse inside : it ’ s filled with frozen potatoes and scavenged equipment . Mark tosses the box of remaining rations inside . We catch a glimpse of one of the labels : “ Goodbye , Mars . ”

Mark leaves FOOTPRINTS in the red dirt as he walks .Mark takes careful note of one of the Martian moons ( PHOBOS ) in the sky . Finds his course .

Mark sits outside the rover in his MAV suit while he waits for the solar panels to charge . He takes in the view . Phobos arcs through the sky . It ’ s beautiful .

SATELLITE VIEW : Mark ’ s caravan makes its way around the impressive Marth Crater . Mindy watches at her station . Vincent approaches .

The ROVER cuts across Mars . No music . Just quiet . Wheels turning in the rust-colored dirt . TITLE : Sol 494 The Rover has a max speed of 25 kph , so it ’ s slow going . But hypnotic . Right now , it ’ s the only thing moving on the entire planet .

A stack of paperwork drops in front of Vincent . We notice diagrams for the MAV .Vincent starts to look through the plans .Bruce gives him a look that says , well , that depends on your definition of “ do that , ” Vincent . He begins to deconstruct a scale model of the MAV :Really ?Vincent puts his head in his hands .

Mindy reads Mark ’ s response while the group awaits . Mitch looks on from his station .It ’ s ... possible he meant it the first way ?

TITLE : Sol 538 Mark stares at the camera with a look that says , “ Oh jesus these JPL guys are gon na get me killed . ”MUSIC UP : “ Waterloo ” by ABBA begins to play ...

Mark stands at the base of the MAV . He holds a large wrench in his hand , almost like a weapon . As Mark stares up at the MAV with a gleam in his eyes ... “ My my at Waterloo Napoleon did surrender ... ”

WHUMP . One after another , the acceleration chairs hit the dirt in a pile . WHUMP .

WHUMP . The controls hit the dirt . The pile is growing . MUSIC UP : “ Waterloo ” by ABBA begins to play ...

Martinez runs through a flight simulation at his station . It ’ s not going well . “ Collision with Terrain ” blinks in angry red letters on his screen .Lewis shrugs . The taskmaster .Martinez reboots the simulator ...

The outside of the MAV now looks like the set of Sanford and Son . Mark wrenches one of the MAV ’ s hull panels free .

UP ABOVE : The nose airlock breaks free , and tumbles down towards camera , BLACKING OUT FRAME .

FROM BLACK , we FIND MARK . He ’ s sitting on a hill slope , surveying his handiwork . The MAV has been TRANSFORMED . The whole front has been torn off . Hab canvas now covers it . Equipment litters the area all around us . Junkyard on Mars . “ Finally facing my Waterloo ... ” Mark just sits . Exhausted . The music FADES .

The Hermes halts rotation as it approaches Mars . TITLE : Sol 560

Mark sits inside the makeshift pressurized tent . He tears open his last remaining ration pack : “ Goodbye , Mars ” He eats in silence . TITLE : Sol 561

It ’ s a mob scene at NASA . Networks from all across the globe have sent teams to cover the event . Campers , crews , and chaos all around as everyone fights for real estate in the biggest story of the century .

New-Years-Eve-Level crowds gather in Times Square . On the Jumbotron , news reports announce the “ Watney Rescue . ”

Teddy , Vincent , and Annie watch from an observation area .Mitch takes his position as Johanssen ’ s VOICE rings out :

Crowds watch the screens in Beijing as Johanssen ’ s voice RINGS OUT :

The cold is not keeping the crowds from watching the screens in the Palace Square .

Lewis nods . She ’ s been waiting for this moment for some time . Keys the console --

Mark tries to keep his emotions under control as he waits in the cockpit ...He fails . His voice breaks .

CLOSE ON JOHANSSEN , at her station .CLOSE ON MARTINEZ , grinning in anticipation .

CLOSE ON BECK as he floats in the open airlock . Beneath him , the Red Planet blazes in all its brilliance .CLOSE ON VOGEL , clamped to the floor behind Beck .

CLOSE ON MARK WATNEY , in his EVA suit , strapped into his acceleration seat .

ALL AROUND THE WORLD -- the CROWDS ERUPT IN CHEERS as they hear Mark ’ s voice .

Mark tenses in anticipation .LIFTOFF . Mark is SLAMMED back into his acceleration couch --

SFX : the MAV launches upward with incredible force . And yes , as discussed , in the history of space travel , no manned ship has ever accelerated with more force .

Mark can ’ t even GASP -- the wind knocked out of him -- He struggles to remain conscious as the ship shakes VIOLENTLY -- MARK ’ S POV : staring forward , at the HAB CANVAS ( which now patches where the nosecone used to be . ) As the ship accelerates , the canvas begins to RIP --

But Mark ’ s barely conscious -- his eyes drifting from terrified to serene as he fades -- HIS POV -- the canvas RIPS FREE ... . Revealing the RED ATMOSPHERE of Mars . And as it thins -- as we rocket towards the heavens -- the red gives way to the black ... And the last thing Mark sees before he drops unconscious -- Are the STARS .

WHOOSH . The attitude thrusters FIRE . The Hermes changes course --

CLOSE ON MARK as his eyelids flutter . He winces in pain as he slowly regains consciousness . BENEATH HIM -- the orbiting MAV offers an unobstructed view of Mars . The great red planet ’ s horizon stretches out forever as the wispy atmosphere gives it a fuzzy edge . It ’ s breathtaking . Awe-inspiring . Mark holds up his middle finger . Fuck you , Mars .

Everyone struggles to find a solution . Mark ’ s voice interrupts the silence :

Lewis rubs her face . Thinks . Hmm ...Both Martinez and Johanssen straighten up . What ?

Lewis ’ voice rings out through the room :CHAOS erupts at Mission Control . WHAT DID SHE JUST SAY ?

Mark RIPS free a jagged edge of metal scrap from what used to be the console .

Vogel works fast . He pours SUGAR into a strong glass beaker . Drills a hole in the stopper as Johanssen enters --He pours LIQUID OXYGEN into the beaker .Vogel strips electrical wires , threads them into the stopper .Johanssen grins .

Beck ( in his spacesuit ) enters the Vehicular Airlock as Johanssen is ripping wires out of the lighting panel and threading them into the bomb .He takes the bomb from her .They share a look .Johanssen kisses his face plate .Beck smiles . Closes the ( inner ) Airlock door behind her . INT/EXT . HERMES - VAL ( AIRLOCK 1 ) - SPACE As the OUTER DOOR opens , revealing SPACE , Beck finishes securing the improvised bomb to the inner door .

As Johanssen races back to her post , Martinez works quickly at his station .She thinks for a moment . Then she races off the flight deck .

Beck climbs out of Airlock 1 , and makes his way along the hull of Hermes , using the handholds . We FOLLOW HIM as he traverses the ship , and as he makes his way into Airlock 2 ...

... he finds LEWIS , fully suited up , waiting for him .Beck sees there ’ s no arguing with her .

Vogel rushes into the flight deck .They tighten the restraints on their chairs .She presses ENTER .

We ’ re CLOSE ON THE BOMB as the current hits it ... KA-BOOOM ! The EXPLOSION RIPS THE AIRLOCK DOOR TO SHREDS -- As the Hermes decelerates , Lewis and Beck are SLAMMED up against the wall --

Martinez , Vogel , and Johanssen endure the deceleration in their chairs . After four seconds , the ship stabilizes --

And with that , Commander Lewis places her feet against the back wall for leverage ... AND JUMPS .

Johanssen stares at the calculations . That can ’ t be right ...

Lewis sails clear of the ship , controlling her movements with her MMU . We SPOT the rotating MAV way off in the distance --

Mark hears the news . Steels himself .Mark unclips his harness . Slams his makeshift knife into his suit . WHOOSH -- the air shoots out through the puncture --

And we ’ re OUTSIDE THE MAV -- as it tumbles away from us -- Mark Watney soars out of the ship .AHEAD IN THE DISTANCE -- there ’ s Lewis . Mark tries to adjust course as they rocket towards each other .And as our SCORE begins to BUILD ...

ANGLE JOHANSSEN -- knuckles white as she types --ANGLE MARTINEZ -- on the edge of his seat --ANGLE VOGEL -- heart in his throat --

ANGLE BECK -- watching the two figures rocket towards each other below --

ANGLE LEWIS -- as she counter-thrusts , fires her MMU . Trying to slow as Mark approaches --And finally ...

ANGLE MARK . As he cuts through space . Free as the proverbial bird . The Red Planet silhouetted behind him as he leaves it behind , once and for all . As the score SWELLS to CRESCENDO , these two astronauts soar towards one another , arms outstretched ...JUST AS THEY REACH EACH OTHER --

Mark and Lewis float together , holding tight to one another . CLOSE ON MARK . As he stares at Lewis . The first human he has seen in ages . He smiles .

Everyone leaps up as Lewis ’ voice rings out through mission control --They ERUPT into CHEERS --

... and NEW YORK as news reports break the story of Mark ’ s rescue on the big screens .

LEWIS guides MARK towards the airlock with her MMU .MARTINEZ , JOHANSSEN , and VOGEL race down from the bridge to meet them . They ’ re not in suits -- they have to wait for the outer airlock to close . THROUGH THE OBSERVATION WINDOWS : they see Lewis and Mark touch down in the airlock . The outer airlock closes -- WHOOSH -- Mark collapses , exhausted . The inner airlock opens . Martinez , Johanssen , and Vogel race into the room , grab Mark . Supporting him . Holding him .Everyone fighting back tears .Click . They help him with his helmet . As they pull it off , everyone is suddenly taken aback . Oh my god ...Johanssen ’ s eyes are watering . Good lord , he smells bad .They hold each another .

A man sits by himself on a bench . ANGLE to reveal it ’ s MARK WATNEY . Basking in the warmth of a beautiful day . TITLE : DAY 1

The young , fresh-faced recruits in NASA ’ s Astronaut Candidate Program are abuzz as Mark enters the room . The students nudge each other -- Look , there he is . By the time Mark reaches the lectern at the front , he has the full attention of the class .The class laughs .More laughter . Mark lets it subside .And there ’ s a pause as Mark thinks about it . The rare moment of reflection for our hero . He nods . Genuine :Then ...He lets those words land .Mark opens his notebook .Every hand in the class shoots into the air . MUSIC UP : “ LOVE TRAIN ” by The O ’ Jays carries us to ...

ANNIE MONTROSE stands at her place at the podium . Annie ’ s a little older , a little wiser , but can still command a room .VINCENT steps to the podium . He ’ s calm . At ease . Much better on television than we ’ ve ever seen him .And the MUSIC CONTINUES THROUGHOUT as ...

The room is ABUZZ WITH ACTIVITY as they prepare for launch . MINDY PARK takes her place at her STATION . She ’ s moved up in the world , now bears the title of :BRENDAN HATCH takes his place as the new FLIGHT DIRECTOR .UP ABOVE : In the VIEWING ROOM ... TEDDY SANDERS watches the activity from his solitary seat . He has his GREEN FOLDER at the ready beside him .

A DEER trots through JPL grounds ... it ’ s still early yet at the Jet Propulsion Labs in Pasadena ... . But BRUCE NG is awake . And he still looks as exhausted and rumpled as ever . But he ’ s in a good mood . He eats breakfast with his team outside as they watch the news reports detailing the “ ARES 5 LAUNCH. ” Bruce and his team laugh , make jokes with each other . One of them tosses food to the deer .

“ People all over the world , join in ... ” Five BEAUTIFUL BLONDE CHILDREN race through the house , wearing NASA t-shirts and jumpsuits -- we get the sense this is the Superbowl for this family . ALEX VOGEL grabs his youngest daughters as they race past . He scoops them up in his arms . They laugh and laugh .

The Ares 5 astronauts secure themselves into their acceleration chairs . We settle on one astronaut : WEN JIANG . The first Chinese national to go to Mars .

ZHU TAO and GUO MING stand at the back of the room , listening with pride as Wen runs through his check . A historic moment for their country .

MITCH HENDERSON watches his grandson run around the park . We get the sense ( the forced ) retirement is treating him well .

“ Let this train keep on riding , riding on through ... ” CHRIS BECK accepts a bouquet of flowers from a nurse . Sets them down next to the others as he checks on ... His wife . BETH JOHANSSEN . Who ’ s holding THEIR NEWBORN BABY GIRL in her arms . Beck climbs into the hospital bed next to them .

As we hear the TIMER CONTROLLER initiate the COUNTDOWN ...We settle on the final member of the ARES 5 team : RICK MARTINEZ . He grins as he feels that all-too-familiar surge of adrenaline . Here we go again ...

We ’ re MOVING DOWN THE HALLWAY of a quaint house . On the WALLS : vintage albums and posters ... Donna Summer ’ s LAST DANCE on 7 ” ... C ’ est Chic ... A framed top that looks like something Gloria Gaynor wore ...And mixed in among the glittery paraphernalia : The NASA Distinguished Service Medal ... The Congressional Medal of Honor ... MELISSA LEWIS is glued to the television . She doesn ’ t look up as her husband brings her a cup of tea . She ’ s with the crew in this moment . Her husband doesn ’ t take offense . He gives her a loving pat and exits .

“ People all over the world , ‘ round the world y ’ all , join hands ... ” WIDE ON THE WHOLE ROOM as the team stares back at us in eager anticipation .Launch . The crowd erupts into cheers . They reach for one another . We drift up to find ...

Eric Roth and Bradley Cooper & Will Fetters based on the 1954 screenplay by Moss Hart and the 1976 screenplay by John Gregory Dunne & Joan Didion and Frank Pierson based on a story by William Wellman and Robert Carson This script is the confidential and proprietary property of Warner Bros. Pictures and no portion of it may be performed, distributed, reproduced, used, quoted or published without prior written permission.WARNER BROS. PICTURES INC. © 2018 4000 Warner Boulevard WARNER BROS. ENT. Burbank, California 91522 All Rights Reserved OVER BLACK We hear: A distant crowd becoming restless. A guitar being tuned. Buying time... The crowd's cheers morph into "JACKSON... JACKSON... JACKSON." FADE IN:

SILHOUETTE OF A MAN IN A HAT, head down. Spits... Then -- EMERGING FROM THE DARKNESS: JACKSON (JACK) MAINE (early 40s) pulls out a PRESCRIPTION PILL BOTTLE, dumps a FEW PILLS into his hand -- knocks them back -- drinks deeply from a GIN ON THE ROCKS, the alcohol spilling down his beard... the awaiting crowd just off in the b.g... A MALE ROADIE slaps him on the back.He walks onto --

'Black eyes open wide, It's time to testify, There's no room for lies, And everyone's waitin' for you, And I'm gone, Sittin' by the phone, And I'm all alone, By the wayside,'

Is she really singing, though, or is it one of those karaoke things?

Your friend brought me back here. But I'm glad he did. Can I buy you a drink?

Oh, okay. I'd love to see what that looks like. I'll wait for you.

You don't have to show it to me. I've been looking at it all night.

You know, I had a thing when I was little. I was born with this thing in my ear. Couldn't hear... What do I wind up being? A singer. So you never know...

Look... Talent comes everywhere, everybody's talented. I bet you, fucking everybody in this bar is talented in one thing or another, but having something to say, and a way to say it so people listen to it, that's a whole other bag. And unless you get out there and you try to do it you'll never know. That's just the truth. If there's one reason we're supposed to be here, it's to say something so people wanna hear it.

Oh, I think you like it a little bit. I think I'm getting through a little bit, I can see it.

That's the thing about when you get famous, people start saying your full name.

Oh, God, I hear that song and I just want to turn it the fuck off.

Here we go. Put that on there. Gotta wrap something up with it. Find a...

These rings are gonna get stuck if you don't take 'em off... Does that hurt?

Dad had like a midlife crisis, I think, so I've been told. Made his way to Arizona, started working for this family on a pecan ranch.

Yeah... Knocked up the family's daughter, she was just shy of eighteen.

He died when I was thirteen, so, I guess my brother will tell you that he raised me, but I don't know... I don't know who was raising who. Just a hundred- twenty-seven acres of nuts, Navajo, and nowhere to go.

But don't worry, I won't tell anybody. But I'm not very good at keeping secrets.

I told you, I can't wear those things. When I wear 'em, it's just in my head, and I need to be here with everybody else. How the fuck am I gon--

I don't lie, Without an alibi, 'Cause I ain't lyin', I don't lie, Without an alibi.'

Thank you very much. That was great... There's a friend of mine, who came a long way to be here... She wrote a great song, and I'd just like her to sing it. I think it's pretty fucking good.

So, listen, we're gonna sing that song, all right? I did an arrangement, it was kind of not so great. But... maybe you could just stick with it.

'I'm fallin', In all the good times, I find myself longin' for change,

I thought maybe I set it in the wrong key, and then the tempo was too fast.

One time, my brother came home... I was playing on this upright we used to always have in our den. And I was, like, in my own world. And no one was ever home, and he comes home to take care of my dad, who was sick. And he's sitting there, and he's looking at me. And I swear to God, he looked at me like I was special or something, and it just kind of filled me up, and... I should've never told you that. I don't know.

He's a fucking old man. My dad had me when he was sixty-three years old.

Well, good. Then we're on the same page. You come and sing with me.

I don't know. The hot air and the... history, I don't know. Bought the ranch I grew up on... Gave it to my brother. We buried Dad there... I just wanted to make sure that nobody paved over his grave or any of that kind of shit.

That's a good excuse. Raising a little brother, so you don't have to deal with the fact that you were no fucking good.

'Cause you had nothing to fucking say. And you were too proud to sing any of the songs I ever wrote.

Yeah, my voice just got up on me a few months ago and... another shot of steroids is better safe than sorry.

'Don't ask me 'bout tomorrow, Or tell me 'bout my past, My heart is yours to borrow, Ain't nothin' meant to last, I ain't lyin'.'

We're just gonna be a little different for the end, okay? We're gonna do the encore and the thing that I said.

All right, listen to me. Here's what we're gonna do. You're gonna do the song that I said that I wanted you to do, remember? The one that I love.

Listen, you know what I think it is -- I think it's because you need your piano. I think if you're playing it and singing it... and then with the rhythm...

So I'm just gonna have them fly one in, and we'll try it there... and see where it goes.

What are we gonna do with you? Oh, he's beautiful! He's got your eyelashes.

I have to do some soul-crushing work there... But it keeps the lights on and then some. So I should be grateful, but it's just kind of... never what I thought I'd wind up doing.

I've made peace with it, though. Anyway, if you wanna come, I thought we'd have a laugh, at the very least.

Listen to what you just said. People wanna hear what you have to say.

Well, you know, I've seen better days, I guess. I apologize for... disrespecting your property... or whatever I did.

Yeah. Bunch of others, too. Got hooked up with some manager guy, wants to... You know...

Yeah, I could never get used to that... the idea of not wearing socks. Your feet get all sweaty...

I wish it was bigger up there. The whole thing should just be your fucking nose. Fuck all those people who ever said anything. Just put a billboard of your fucking nose up there.

If you don't dig deep in your fucking soul... you won't have legs. I'm just telling you that. You don't tell the truth out there, you're fucked. All you got is you, and what you wanna say to people... and they are listening right now, and they're not gonna be listening forever.

Trust me. So, you gotta grab it. And you don't apologize, you don't worry about why they're listening... or how long they're gonna be listening for... you just tell 'em what you wanna say. 'Cause how you say it is the stuff of angels.

Funny to run into you 'cause, uh, I was thinking about asking you to come back out with us.

Bobby told me. He called, he said that they want me to do some Roy Orbison tribute, some super group thing, but...

But the point is you got nominated and it's great. I'm just trying to figure it out, that's all.

'Why you look so good in those jeans, why you come around with an ass like that...'

Yeah, I know it's your song, I have to fucking listen to it over and over and fucking...

I don't know, maybe I just fucking failed you, it just kills me, I'm sorry, I just --

Yeah, you're embarrassing and it just -- You know, I feel bad for you.

I just have to tell you, I have to be honest with you, you know?

You're worried that you're ugly -- and you're not, I'm trying to tell you that -- so you need to get all this fucking approval by all these other people and it's...

And you know why? 'Cause you're too worried what everybody else is thinking. You can't even concentrate on one fucking thing... That's right.

Yeah, you couldn't be my dad if you fucking tried. He had more talent in his fucking finger than your whole fucking body, so don't even fucking go there about that, alright? That's over the fucking line.

Something fell through, so I was able to come back a few days early.

Well, it's a good thing I know how to play the guitar. It's fine, I'll do it.

Yeah, I'm great. They have me going in early, so I gotta go now and then...

But I made sure that they, they tell me where you're sitting, so that I can go right after.

'Cause I don't wanna miss the award. Because it's right, it's right before it.

I was trying to go to the men's room... and they rushed me over here.

Oh, shit. Oh, fuck. Oh, I think I need to... I need to go to bed. I think, I think I peed myself.

Um... I'm grateful to... to be here, and, uh, trying to hold it together...

Well, you would know that, don't you? Once it's gone, it's gone.

Right. Well, I just hear that tone, that's all. You know, the tone, yeah. The ringing.

You know, I'm convinced that... it happened when I was younger. My dad had a Victrola, you know, an old record player and... I used to, my head was just about the size of it when I was a kid and I used to love to just put my whole head in there. He was big into the blues, so... 'Cause you gotta figure, it was just me and him all day long. My brother's out there trying to make something of himself... So I took one of his belts. I put it around the ceiling fan and... tried to do the deed.

Had a big cut on my fucking forehead. I was more mad about that than it not working. And he didn't even notice. He didn't even fucking notice.

Yeah... That fucking fan stayed on the floor for about a half a year.

I don't know, it sort of fell out of me, I guess, and onto this page. And I put it in here, and I thought... I thought maybe you'd find it when you, uh... when you came back to you, maybe.

Hey, you know, uh... when I, um... When I said I would, you know, when I... took your voice, you know. It's you I idolized. It wasn't Dad.

It's nice to hear it. I only heard it in my mind for so many weeks...

Here you go. Hey, thanks for taking care of my girl when I was gone.

She told me about that European leg. That's a hell of an accomplishment this soon out of the gate. Shit, I remember it was, like, uh, ten years before I ever went across the pond.

The crowd erupting. With a wave, he flings off his hat and wields his guitar, his RHYTHM GUITARIST now opposite him... And at once in tandem they unleash dueling guitars with the sheer force of rock 'n' roll -- an explosion of sound as the speakers scream his latest hit, "BLACK EYES" --The stage lights blaze from above as the song reaches its fever pitch... He may be a little drunk, but this is Jackson Maine in his element, a singer-songwriter with a mean guitar. He doesn't just play, it's an all-out attack. And as the song ends, we go --

Camera flashes zip by across his face... stadium lighting fading away in the reflection as he knocks back a BOTTLE OF GIN --

PAN ALONG the bottom of a number of stalls. The bathroom seemingly empty... Until we hear a HUSHED VOICE and see two feet in heels in a stall down at the end.ANOTHER ANGLE - INSIDE THE STALL ALLY CAMPANA, (early 30s) is on her cell phone.She hangs up, opens the door to the stall, and screams bloody murder.She pulls herself together.

Roger... You're a wonderful man, yes, and you're a great lawyer. We're just not meant to be together.

No, I don't wanna marry you -- are you crazy?!? The hell's the matter with you? Roger, we're done. Oh, God.

Yeah, yeah, the girls are so nice to me here. I mean, they would never normally let a girl sing at one of these shows, but they've always loved my voice. They used to beg me to sing. It's an honor, really. I get to be one of the gay girls.

Oh, uh, I gotta change, and I -- I've got paint in my hair and my eyebrows are...

No, no, my hair is, like, your color, but um... I paint it with this... makeup.

Um, yeah, okay. Sure. Yeah, if you wanna wait, I'll come have a drink with you. Sure.

Um... Well, 'cause, like, almost every single person that I've come in contact with in the music industry has told me that my nose is too big and that I won't make it.

Yeah. No, it's not bullshit, because, you go into these rooms and there's all these fucking men in there and they're just staring at you, listening to your record going, 'Oh, you sound great, but, you know, you don't look so great.'

People just talking to you like you're not a real person. Or taking your picture --

'I'm falling, In all the good times, I find myself longing for change.'

Maybe that could work, like, as a chorus or something. I have to think if I can remember it.

'I'm off the deep end, Watch as I dive in, I'll never meet the ground, Crash through the surface, Where they can't hurt us, We're far from the shallow now.'

Tonight? No, I can't. I gotta go to work later. I gotta go to bed.

Come on. What the hell happened in here? My God! This place is a mess!

I don't have the same disease that you have, Dad. You get around celebrities and it's like they're gonna rub off on you, you know?

'Oh, you know who I drove the other day?' Like magic, now you're famous. And you're not. It's not magic, Dad.

Yeah, he was being an asshole to Jack, so I fucking popped him in the face.

And so, then we ended up in a parking lot, and he put peas around my hand to fix it. And then he was singing, and I was singing. I don't know what the hell's going on. But now he's got his driver following me around.

'I'm off the deep end, Watch as I dive in, I never meet the ground, Crash through the surface, Where they can't hurt us, We're far from the shallow now...'

I'm never getting on that thing with you when you've been drinking.

That's my songbook. I usually use a typewriter, but... I had this idea on the bike, and I didn't wanna forget it.

Aren't you excited to be home and play for all your Arizonian fans?

'That Arizona sky, Burnin' in your eyes, You look at me and, babe, I wanna

I'll always remember us this way, Lovers in the night, Poets tryin' to write, We don't know how to rhyme but

He said he thought Interscope Records might really wanna sign me... and he said that he has this wonderful studio... with a beautiful live room.

And these amazing producers he wants to bring in to record my songs.

And he loves, um, 'Look What I've Found.' Remember the song I wrote at the diner? Remember, when we were on the motorcycle?

Yeah? I mean, it was so nice talking to him, and he really believes in me.

So, should, uh... Well, uh... I'm sorry, but will I sing in the beginning?

'I'm alone in my house, I'm out on the town, I'm at the bottom of the bottle, I've been knockin' 'em down, I can't get back up on my feet, See the lights on the street like

Yeah. I know, I just don't wanna lose, like, you know... the part of me that's talented.

Rez wants to keep me here because they rushed out the single... They were so excited that they want me to finish the album. So I'm working on that.

'Treat me like your patient, Just don't keep me waiting, Or I'll just be wasted, In a crowd of the lonely, I need you to inspire me, When I can't inspire myself, I need you to provide for me...'

'Lay me down, lay me down now, Lay me down, touch my spirit, ooh, Lay me down, lay me down now, Lay me down, Heal me, God knows nothin' else is gonna, Gonna heal me, Oh, before it's too late, Won't you steal me, Steal me all the way from myself, Won't you heal me?'

Well, I just thought, you know, that I should do it alone... It's just, it's so overwhelming. With the hair, and the --

I don't wanna be fucking blonde. I am who I am, and I'm worried about Jack.

I thought of, like, a million things to say to you on the plane... that I can't remember.

I won't do this again. I won't come and find you. Next time, you can clean up your own mess. You understand me?

This is so weird. I don't know who the hell I think I am. I... One song is fine... but to put out a whole record, I don't know what the fuck I was thinking.

'I've been prayin' on my knees, That you would always stay around, That you would never leave.'

I'm not fucking embarrassing, you're embarrassing and you know what you're doing? You're so embarrassed of your fucking self that you gotta put me down.

You're my boyfriend! You're my boyfriend if you don't treat me like your wife.

It means clean your shit up. You're fucking messy. That's what it means.

(imitating his voice) You don't think I can handle it. Here we go. Here we go. Here we go, Jack, want me to be your dad, be your drinking

Why don't you have another drink and we can just get fucking drunk until we fucking disappear, okay? Hey... do you got those pills in your pocket?

'Tryin' to leave here, But you won't let me leave, Sayin' that if I care what they

Oh, wow! Oh, my gosh! I can't believe I'm holding one of these. Thank you to Rez Gavron, my manager. Thank you for believing in me and telling me to get back from behind the piano and onto the stage.

I love you so much. I always wanted to be a singer on a big stage and because of him, I am.

I started out singing with this beautiful man and I'll sing with him for life.

I'm so blessed to be in the company of such wonderful musicians. This is a dream come true, and all I can say is, believe in yourself, and don't give up, because there is a spot on that stage for you. Good night.

How many times you carry my piano up the stairs? How many times did you sit there while I wrote a song?

Oh, Charlie's sweet. He just sort of sits like, by the door like this --

I don't know, I guess I just thought -- You know, it's like... There's, Jack --

I don't know, I guess I wondered without the booze, you know, if you would want to come home. 'Cause when you met me you were drinking and now you're not.

I know, but... It got bad when we were together. It's okay, I mean, it's fine. I just was wondering, that's all. Whatever you want is okay.

I have figured out what I think is the best solution for both of us.

We'll start with our duets. I know he's gonna be able to play by himself.

You know what? If you can't make that happen, then fucking cancel the tour. I don't know what to tell you.

I'm not gonna go to Europe. We're gonna cancel the rest of the tour, and I'm just gonna be here all summer. Isn't that great?

Nothing happened. The label just loves the record, and it's doing so well, and they wanna keep with the momentum and have me make another one. Rez is super psyched, so it'll be great.

So, tonight's gonna be my last show. Going out with a bang at the Forum.

Yeah. Why don't you come with me? We can sing 'Shallow' together. The fans will go crazy to see you.

Thank You so much for bringing us all here together. Please look over all of the dancers tonight and the band. And my husband, Jackson. We're so excited for him to be here with us.

'In the sha-ha-sha-ha-low, In the sha-ha-sha-la-la-la-low, In the sha-ha-sha-ha-ha-low, We're far from the shallow now, Ooo ouo oooo haaaa.'

Hello, I'm Ally Maine. Thank you for being here tonight to honor my husband.

He wrote a song for me. I'd like to sing it for him tonight. And with your help, maybe I can. Thank you. Really. Thank you.

'Wish I could, I could have said goodbye, I would have said what I wanted

Don't want to know another kiss, No other name falling off my lips, Don't want to give my heart away, To another stranger...'

'Or let another day begin, Won't even let the sunlight in, No, I'll never love again, I'll never love again, Oooouuu ooou oou, Oh, When we first met, I never thought that I would fall, I never thought that I'd find

She walks PAST various CATERING SERVERS AND STAFF with her best friend RAMON -- he's an aspiring dancer with a sinewy body like a swimmer, flamboyant, wonderful.CONTINUED:They turn to see BRYAN, their catering manager, walking up from behind.He gives her a kiss and keeps moving. Ally rolls her eyes and heads towards her manager...CUT TO:

Oh, shit! Wait, wait. My man... Aren't you that... Aren't you, like...

Yeah, papo. Yeah, yeah. But, look, we do this every Friday night. It's crazy. It's so lit, though, like --

No, no, no. She's really singing, papo. I promise you, she's really singing.

Wait, he's been following you from your house all the way to work?

I could get used to this shit. You need to date more rock stars, baby girl, you know what I'm saying?

Yes, you can! Shake your titties in his face or some shit... You know what I'm saying? Take two shots and --

I don't know about all of that, but you definitely look like a star.

Ally tosses a bag of trash into the dumpster... She hums to herself, just audible over the LOUD TRASH COMPACTOR... CONTINUED:jumble, And the raindrops tumble all around, Heaven opens a magic lane, When all the clouds darken up the skyway, There's a rainbow highway to be found.' And as Ally ascends the tunnel into the night... SUPERIMPOSE TITLE:

The driver, PHIL, 40s, looks into the rearview mirror back to Jack, slumped against the window. Then, after a while...CONTINUED:

Sorry, Jack. And it's about an hour-forty with traffic till we get there.

Wish I could find you a spot. Sorry, Jack, I don't know this area.

He looks out the window... He sees a BLUE NEON SIGN with some people standing out front...As Phil slows, Jack starts to get out --Jack gets out and slams the door behind him.

As Jack makes his way inside. It's dark, his eyes adjusting when... Ramon, the host, comes over to him --Ramon looks around.FOLLOW JACK DEEPER INSIDE.Someone onstage lip-syncing Etta James' "At Last." The place is packed... And as he settles into the bar, Ramon gestures toward the PERSON NEXT TO JACK.CONTINUED:Jack looks around...He's taking in the clientele, starting to notice --His drink arrives. He downs it.

CLOSE ON an eyelash being put on. Hair slicked back through a THREE-FOLD MIRROR cascading light from hot bulbs in a small, crowded dressing room as MEN IN DRAG (EMERALD, SOOKI, DONTE) and a few others dress, talk, and prance about.We can't quite make out who is at the mirror, only seeing pieces of SOMEONE.CONTINUED:They talk shit to each other -- a little chaotic, but it's very familial and warm. They're all made up as various famous women...Emerald slaps on some fake breasts. BACK AT THE BAR Jack is nursing another gin chatting with a drag queen, NICKI. Ramon is surprised to see him.BACKSTAGE We see a SILHOUETTE go down a short hallway, FOLLOWING her all the way UP the side of the stage and INTO the wings, waiting to go on, and now lit from the curtains... It's ALLY. BACK AT THE BARBACK AT STAGE Ally takes a breath and goes over to the microphone... and simply begins to sing Edith Piaf's most famous song, "La Vie En Rose" in French... In her voice an echo of the brokenhearted woman's life is a revelation...miens, Un rire qui se perd sur sa bouche, Voilà le portrait sans retouches, De l'homme auquel j'appartiens... And although her performance is demure in nature, she is remarkable, her voice so exceptional, talent so transcendent, Jack can't help but just stop and listen -- Ally sings as she wanders through the audience. She crawls onto the bar, effortlessly lays back among the half-made cocktails and spirits.She gets up onto the bar and begins walking toward Ramon... her performance, all done to a measured perfection minus one tiny moment where her eyes pivot and clock Jack standing there -- only to regroup and continue with the song. She lies back, seductively caressing herself with a rose and giving it to Ramon -- CONTINUED: She locks eyes with Jack, completely engrossed by her. Then -- Ally makes her way back to the stage as the song comes to a close. She sings the last impressive note... The LIGHTS GO OUT as the crowd hoots and hollers.

Ladies, make sure you turned in your music already. Don't make me have to come get you tonight. This is a professional show.

And y'all know her very well, because she used to work here as a server. But tonight, the only thing she's serving are some fabulous, French live vocals.

Miss Ally mama, now you done sang in French tonight. You gonna pick something else next week?

Thank you so much! You don't gotta go home, but you know the phrase: You gotta get the hell up outta here! 'Cause tonight, I'm not losing my virginity or my liquor license over you bitches, so pack up!

Bitch, can you get down off that stage and come help me close this bar, please?

Oh, I know you did not. What you have is street appointments tonight, sister.

ALLY at her mirror, already taking off her makeup, is surrounded by drag queens.Ramon guides Jack into the fray. Ally sees Jack in the reflection... CONTINUED:Queens come in and out of the room, slipping past him, turning back to Ally, giving looks...He sits down next to Ally. CONTINUED:Looking around, taking it all in.CONTINUED: Emerald returns with a Sharpie in hand.Jackson autographs Emerald's fake boobs -- "JACKSON."Ally shares a conspiratorial look with the Emcee as she leaves --CONTINUED:Jack ever so gently pulls the tape eyebrow off.Ally holds her hand over her eyebrow. CONTINUED:Somehow Jack has grabbed Ally's hand.She hesitates, but then she looks up... their eyes meet. It's altogether unexpected and exhilarating.

DRAG BAR EMCEE is closing out her receipts.REVEAL Emerald on stage, taking her guitar from its stand.Jack is sitting there laughing.CONTINUED:He begins to pluck the strings, something utterly different from that assault of "Black Eyes" --ways die, Maybe it's time to let the old ways die, It takes a lot to change a man, Hell, it takes a lot to try, Maybe it's time to let the old ways die, Ally emerges into the room to find Jack under house lights, in the flesh and blood, feet away in a private concert for three. CONTINUED:dead, Nobody knows what waits for the dead, Some folks just believe in the things they've heard and things they read, Nobody knows what waits for the dead, I'm glad I can't go back to where I came from, I'm glad those days are gone, gone for good, But if I could take spirits from my past and bring them here, you know I would, Know I would.' Then he notices her. And sadly for everyone else, the song comes to an abrupt end --She nods.OFF Ally --

Jack and Ally walking into a CROWDED DOWNTOWN BAR. As they make their way --

Jack and Ally now at the bar, she's got a rum and Coke, he's got his regular drink, gin on the rocks with a twist. CONTINUED:The bartender drops off another drink of Jack.Jack looks at her, dumbfounded. She turns her head profile, takes her finger and runs it down from her forehead, over her nose, down to her chin.She embarrassingly smiles. CONTINUED:She laughs, but he's serious. He reaches in, she lets him. His finger brushes the top of her nose, intimate, surreal.CONTINUED:She's looking at him.They share a smile.CONTINUED:Jackson Maine. minute.The jukebox has started to play a song of Jack's: "Too Far Gone." The PERSON at the jukebox just continues to pick songs.He listens closely. She can tell that he's straining to hear it.CONTINUED:She laughs just as a YOUNG POLICEMAN (TOMMY), slurring and aggressive --He stumbles back into Jack, too close.Ally puts her hand over her face, looking to Jack, like, "I'm so sorry..."CONTINUED:Ally gets up, maybe to intervene.Tommy gets into Jack's space, stumbling into him to pose for the picture...Ally steps up to him.Ally pulls his hand away and, in doing so, he gets rough with her.Ally punches him in the face... sending him back into the crowded bar. Everyone in the vicinity takes note... Things get out of control for a second --Jack grabs her, pulling her out of the room and laughing at the absurdity of it all --

I know that we're not supposed to do this... I know that we're not supposed to come and bother you, you come here every night...

But I gotta take a picture of you because I gotta send it to her, 'cause I'm gonna show her you look nothing fucking like that fucking guy!

Fluorescent lighting... Jack walking up and down the aisles, looking for something -- Ally trying to keep up...Jack pulls a bag of frozen peas from the freezer and puts it on her hand.Jack grabs a bag of Cheetos.Jack stops to look at her hand to see if it's starting to swell. He holds it, looking at it with her...She tries, but can't really.He walks away.

The CASHIER is swiping their items.CLICK. The Cashier is holding up her phone and just took a picture, Ally not quite in frame...And as they stumble out --

Jack's SUV parked, Phil, the driver eating the Cheetos off a ways, Jack and Ally sitting outside the store side- by-side on a parking block.Jack sucks on her finger, wetting it and slipping the rings off, places them in his pocket. CONTINUED:Jack reaches for the frozen peas.He puts it on her hand and WRAPS IT with GAUZE and TAPE.He tears the wrap with his teeth --He finishes wrapping the package of peas to her hand.They start to laugh. It looks ridiculous.CONTINUED:A beat...CONTINUED:She looks at him, he's gone inside himself a bit, looking down, doesn't usually share this much --that void? Or do you need more, Ain't it hard keepin' it so hardcore?' A beat...CONTINUED: She starts to get up.She gets up off the curb and into the parking lot, her very own stage...She starts to laugh, noticing her pea-wrapped hand.She sits back down next to him. He leans into her.Closer now, and whispering --She downcasts her eyes away from him.He kisses her hand.CONTINUED: She places her hand on his cheek and they sit there, holding in this moment, not wanting the night to end.

Jack's SUV pulling up in front of a house with three identical BLACK SUVs parked along the curb --

ACTION It's the time Ally should probably get out of the car and yet, she and Jack sit there quietly together. They don't want to leave each other, the night still running through their veins --She looks up at the sky, the sun has come up...She begins gathering her things. CONTINUED:She opens the SUV door and slides out.She shuts the door and starts to walk off... Jack lowers the window.Ally turns back.Ally slides her finger down her nose just the way Jack did at the cop bar. She walks inside. The SUV drives off.

Ally walks up the stairs and a distinctive, manicured, fastidious-looking man in his early sixties, wearing a black suit and a black tie: LORENZO CAMPANA, meets her on the landing.CONTINUED:Ally moves past him towards the kitchen.And as they pass the dining room we see racing forms cluttering the table; MATTY, an older driver watching a live broadcast of a racetrack from Japan where the horses are approaching the starting gate. The announcer speaking rapid Japanese.Ally moves into the kitchen where a waiting WOLFIE stands reading a racing form.CONTINUED:Ally sees the kitchen -- It's a disaster.Ally immediately begins cleaning.Wolfie laughs... A toilet flushes O.S. and LITTLE FEET has appeared to the group.And we see the horses loading into the starting gate as the men assemble around the dining room table to watch the race, clearly a ritual.CONTINUED:Ally comes in to clear the dishes and ashtrays.Ally continues to clean up the dishes.Ally begins to head to the kitchen, Lorenzo tries to stop her.She halts, arms full of dirty dishes. Lorenzo smiles at his daughter, looking at her. CONTINUED:Ally's not hearing this speech again and so heads back into the kitchen. Lorenzo continues to hold court at the dining room table.Ally listens until she's had enough.

No, come in for two minutes. The guys... It's Wolfie's birthday, come on...

Starting gate is... 'Shuppatsu geto...' and bad beat is 'Warui bito.'

Wait a minute, sweetheart. Wait a minute. Wait a minute! I want my friends to look at you.

Take a good look. With a voice, like, from Heaven, but you know what? It's not always the best singers that make it. You know?

I knew a couple guys, could sing Sinatra under the table. But Frank, he'd come on stage with the blue eyes, the sharkskin suit, the patent leather shoes. He becomes Frank Sinatra. And everybody else, all these other guys, that really got it, that really have it inside... just a bunch of nobodies.

What are you doing? This is great. Look, a guy like that invites you to a show?

Listen, listen! Does he know you sing at all? Did he, did he hear anything from you?

I watched it two hundred times myself. I'm two hundred of those people.

Actually, when I was, like, in my twenties and thirties, I was, like, a crooner. As a matter of fact, a lot of people thought I was better than Sinatra.

Hey, Jack, that's, like, an incredible, um, collection of vinyl you have in there.

He said 'Would you please pull the car over and let me out over here on the curb?'

Get the fuck outta here. How do they know how many people looked at it?

Jack has a pair of headphones on. We hear a high-pitched noise. He holds up one finger. He takes off the headphones, revealing a HEARING DOCTOR.CONTINUED:

Unfortunately, you keep blasting the hearing, it's not gonna come back. I think it's time we reconsider the inner monitors.

If we put the inner moles in, we can actually use those to amplify the high frequencies and cut down the sound.

A cowboy of a man of indeterminate age, a man who's seen it all twice, who wears miles of rough road, who we'll come to know as BOBBY, barrels into the amphitheater.Snippets of direction echo through the sound system to CREW setting up and calibrating equipment -- JACK'S BAND onstage rehearsing to the empty amphitheater, technicians and roadies busy setting up for a performance -- ON STAGE It's loud, too loud, and the band is trying to play it through --things you do, You put me in the ground.' The sound overpowering... Bobby walking up to the stage and as he's arriving, the DRUMS stop, then the BASS, then everything else, but Jack plays on, into it until he stops abruptly -- CONTINUED:Bobby holding up Jack's earpiece.Jack speaks into the mic, his voice echoing through the venue --

The doctor said it's the only way to manage this thing, Jack. You're not gonna get back what you lost. It's the only way we can manage what you still got.

You think maybe he drinks a bit much? Sweetie, you have no idea.

Tell you one thing, though. He's never brought a girl onstage before.

Whenever he shows up. These guys have been vamping out there for a fucking half an hour. It's time to fucking get on.

He washed away in a fucking storm. His grave isn't there anymore. I would have told you, but you were fucking drunk. You were fucking loaded and already pissing yourself a swan song. Fuck if you shed a tear for that piece of shit you idolize for no goddamn fucking reason. All Dad ever did for you... is make you his fucking drinking buddy. And you'd be right there with him if he was still alive, and you fucking know it.

What did you think, that I was gonna fucking take care of it while I'm fucking cradling your ass all over the goddamn world?

Well, I got something to say now, pal. I'm done being your fucking errand boy. I quit.

They hired this fucking kid at the last minute. They didn't tell me a fucking thing.

I think if we had a better band name, we might've made it. Or maybe it was because we looked like a father and son duo. Not many of those around.

Not my fault I couldn't find a better guitar player in the whole goddamn state.

Some kid started singing one of his songs in a bar I was in the other night... They're playing his songs everywhere.

At first I got angry. I don't know why. I guess I felt like... how can any of these people feel like they knew him? Who he really was.

But then something changed. And it soothed me. That, well, it wasn't all for fucking nothing.

Listen to me. It isn't your fault. It just isn't. You know whose fault it was? Jack. That's it. No one else. Not you, not me. No one but Jack.

Jack talked about how music is essentially twelve notes between any octave. Twelve notes and the octave repeats. It's the same story. Told over and over. Forever. All any artist can offer the world is how they see those twelve notes. That's it.

Everybody, we're gonna bring out Ally to bring us home... and she's gonna sing an original song. Thank you.

We hear opera as Ally runs down the stairs in a T-shirt and shorts.ANOTHER ANGLE She opens the door to find Phil, the driver, waiting...Lorenzo, over her shoulder...She gently shuts the door saying...CONTINUED:She slams the door in his face and heads to the kitchen with Lorenzo in pursuit.CONTINUED:With that, she heads up the stairs.And she disappears into her bedroom... Lorenzo's quiet. He starts back downstairs...

ACTION That same catering crew is back at work again tonight.Bryan walks by.ON ALLY We begin to faintly hear INSTRUMENTAL GUITAR being played live somewhere... Calling her...The guitar builds as Ally starts to walk out of the kitchen. Ramon starts after her.

Music builds as Ally and Ramon are ready for the night and walk to Jack's waiting SUV.CONTINUED: Ally and Ramon get in the car and they share a giddy smile at what might lay ahead.

The SUV stopped on the tarmac alongside a private plane. Ally and Ramon get out of the car, Ramon pirouetting his way onto the plane -- the music still going...

Ally and Ramon explore the interior of the luxurious private jet, taking it all in. Lay on the couches, play on the televisions, loving it.The music still building...

A Town Car pulling up at the venue, the music now audible, they're right there... and GAIL, a frenetic type of woman, is waiting for her. She opens the door for Ally. Ramon gets out the other side of the Town Car, on his phone, recording this once in a lifetime experience.And with that said, Ally gets out of the car and they follow Gail --CONTINUED:Gail picks up the pace, Ally almost running after her... The music growing louder with every step... She looks back to Ramon to pick up the pace and then he's there, taking up her arm and walking in stride, getting closer and closer...They walk around a wall of amps and through PEOPLE onto SIDE STAGE LEFT, where we FIND Jack, drenched with sweat, playing along with his band in the middle of the stage in front of thousands. She squeezes Ramon's arm... She can't help but be taken by the overwhelming power of the whole thing...to run away, Looked him in the eye and said, There ain't no other way, So, woman, if I tell you that I love you, be okay, 'Cause I ain't lyin', CONTINUED:And Jack instinctively turns and sees Ally... ending the guitar solo, into the chorus refrain that he belts out with two other players... Ally watches his every move, time seems to slow down for her, out of body, wanting to experience each and every moment... it's all second nature to Jack... And as the song ends...The audience cheers. He motions her on the stage... and now she is hit with severe self-consciousness, she doesn't want that... she starts to walk off... Jack bounds over to her, taking her hand...He tries to drag her by the hand onto the stage. She is frozen, shaking her head... CONTINUED:Ramon backs away from their struggle. She won't succumb, she adamantly shakes "no"... Jack comes closer into her --She frees her hand... starting to walk off into the shadows to hide...Jack starts to play a familiar melody reminding us of the song she came up with the night before. He starts to sing the first verse --world?, Or do you need more, Is there somethin' else you're searchin' for?,' In fact, that is exactly what it is, "SHALLOW."CONTINUED:myself...' And he stops and looks at her, imploring her verse. She turns and looks at him. Jack just standing there on stage willing to sit in the silence. Just looking at her... Waiting... One moment feels like forever until Ally summons the courage steps on stage and starts to sing from the wings --that void?, Or do you need more, Ain't it hard keepin' it so hardcore?, I'm falling, In all the good times, I find myself longing for change, And in the bad times, I fear myself, (chorus) I'm off the deep end, Watch as I dive in, I'll never meet the ground, Crash through the surface, Where they can't hurt us, We're far from the shallow now...' And as she finishes singing the chorus to him, his band joins in.He motions her to take the downstage microphone. She's come this far -- She walks further onto the stage and belts out the chorus.CONTINUED: And the crowd goes wild.And as they sing together, thousands of iPHONES raise, recording the moment... Jack singing with her as if he was a boy and nothing will ever be the same again... And as the song comes to a close, she can't believe it. Jack senses her shock and goes to her.We see from -- ALLY'S POV all of it new to her, surreal and frightening, and at once euphoric...

Hi, Ally, I'm Gail... You guys can leave your bags -- we'll grab 'em in a sec. Ready?

Put 'em around your necks. Earplugs. You'll need these, it's loud up there.

'In the sha-ha-sha-ha-low, In the sha-ha-sha-la-la-la-low, In the sha-ha-sha-ha-ha-low, We're far from the shallow now...'

'In the sha-ha-sha-ha-low In the sha-ha-sha-la-la-la-low In the sha-ha-sha-ha-ha-low We're far from the shallow now...'

'I don't wanna feel another thing, I don't wanna feel another thing,'

Ally is following Jack as he weaves THROUGH the tunnels of the amphitheater TO an opening, a loading dock, where she first arrived...Then, without warning, they are mobbed by a mass of people, vying for Jack... "Jackson, Jackson..." PEOPLE take selfies with him as he walks by, a blur of faces... CONTINUED:She looks around for Jack for respite... but she's lost him. An unexpected moment of panic washing over her... When --And as they are about the board the bus, Bobby is there.And during this moment between them, Ally feels the eyes of a young MAN, confident beyond his years. We'll come to know him as REZ. Jack pulls Ally into his trailer where a big crowd is partying. Jack puts his cowboy hat on her head where she receives an encore from Jack's band.

Jackson!/Good concert, man!/Isn't that the girl who sang? Good concert!

Jack stumbles down the long corridor of the hotel with Ally in tow. A little loaded, he searches for the key, but in which pocket? He finds it and they enter the room.

They barge in; he turns and kisses her. Ecstatic, if not sloppy... and as they catch their breath with the hint of something more to come... CONTINUED:She pulls away as Jack stumbles, a toxic rush of blood to the head.She finds it and goes into the bathroom. Jack makes his way to the couch, lights a cigarette, and lies down.

Ally looks into the mirror. Jesus. What is happening right now. Ally wets a towel, gives it the ol' once-over and lets out a breath and goes back into --

She turns the corner in eager anticipation only to find Jack passed out.JUMP CUT TO: RAMON'S ROOM Ramon is shirtless at his hotel room door, music, laughter from within which he's inclined to return to --CONTINUED:She walks off.

Ally returns to where Jack was but -- Bobby is putting Jack into bed.And, used to it, Bobby perfunctorily puts a pillow under his head. Ally watches Bobby handle Jack with a surprising tenderness -- He looks at her...He starts to walk off, but turns to her --And leaving her all alone, Ally sits on the edge of the bed, while Jack sleeps. Watching him sleep, alone with her moment of glory. She starts to hum the melody to "Somewhere Over the Rainbow" ever so lightly as she undresses and climbs under the covers with him, looking small... The two of them quite a pair...

Ally under the covers, asleep beside Jack. His eyes open. He comes awake, finding his bearings. He sees her next to him asleep. He looks at her back. He moves closer, tenderly kissing her shoulders. She murmurs, coming awake. He kisses her neck. She rolls over. He kisses her face. Her lips. She pulls him closer as they make love in the witching hour... what feels like a real love...

Jack in his shirt and underwear and Ally in a hotel robe sitting around the dining table, eating breakfast.CONTINUED:

WE'RE LOOKING AT A YOUTUBE VIDEO OF THEIR DUET.WIDER ANGLE And we see Lorenzo's racetrack and driver compadres are clustered together in Ally's living room, as one of them is holding a cell phone for the others to see...CONTINUED:Lorenzo comes in and sees what they're looking at...He points to the growing number on the screen.BACK IN THE HOTEL ROOM Jack races Ally back to the bed, but he grabs her, carries her into the bedroom; they crash among the sheets and blankets.

Ally lies in bed, peaceful, asleep despite the sun already peeking in. A gentle hand touches her, sweeps the hair from her face. She startles awake to see Jack, there in her bedroom, on her bed, in her life.They kiss and hold each other. Suddenly, this is very real.OUTSIDE ALLY'S BATHROOM Jack waits while Ally showers. She comes out and sees the motorcycle helmets in his hands. She spies his motorcycle parked outside.

Lorenzo talks Jack's ear off.All Lorenzo's buddies explode with laughter.

The motorcycle flies along a stretch of desert highway. Ally rides on the back of Jack's motorcycle as they cross the state line into Arizona.

Jack is still holding his helmet, looking through a GLASS CASE picking out toppings to TACOS. He goes back to their booth, where Ally is sitting with her SONGBOOK. Ally scribbles down some notes. CONTINUED:She mimics playing the piano, singing the percussive beats to a song still emerging.She pours herself a glass of water and, keeping the conversation going --

Jack finished pumping gas, puts the GAS NOZZLE back, and screws the GAS CAP back on. She looks up at him as he straps her helmet on her and kisses her. They ride off...

IT'S A VAST WIND FARM, stretching into the distance... Jack standing, looks around... Ally in the distance looks around as well...Then to Jack... It's as if all the life has been sucked out of him. He tries to speak, but the words don't come... He bends down and sifts some dry sand through his fingers.

Bobby is going over a SET LIST with a TECH.He looks up to see Jack --BAM! Jack DECKS Bobby with a hard punch sending him flat to the ground --Bobby's trying to get his bearings, but he's dazed...CONTINUED:Ally looks at Jack, his head down, thinking god knows what... But Bobby grabs Jack's face, pulling him close, nose-to-nose, nowhere to hide.And Bobby's gone. Jack opens the door to the dressing room...

Jack is standing, shirt off, pants halfway down as a DOCTOR administers a steroid shot in his bottom.The doctor finishing... Hands him a prescription bottle. This is a routine.

ACTION Ally recovering from the fight that just happened, washing her face. She steps out of the bathroom to find Jack. Jack notices Ally taking all this in as well as how beautiful she looks.

WALKING WITH JACK AND ALLY as they make their way as Ally stops and just watches as Jack grabs his guitar and heads effortlessly onto the stage... as we -- CUT TO:

We see Jack looking out the window to what looks like a makeshift city erected in the middle of the English countryside... as we -- CUT TO:

Erupting applause from the AUDIENCE. The music kicks in, and it's the song, "ALIBI." Jack attacks the guitar. Ally plays the piano.THOUSANDS OF PEOPLE IN THE CROWD ALL LISTENING -- MONTAGE - VARIOUS SHOTS ON THE ROAD As we see Jack play a familiar song, "MAYBE IT'S TIME."ways die,' TOUR BUS (MOVING) The tour bus hustles onward as the eastern sky begins to kindle --ways die, It takes a lot to change a man, Hell, it takes a lot to try, Maybe it's time to let the old ways die,' ANOTHER CONCERT - BACK LOT The band disembarks the bus one-by-one, and Ally, too, one of them now, with Jack, ready for the next one.dead, Nobody knows what waits for the dead,' TOUR BUS (MOVING) - NIGHT Ally lies awake into the night, scribbles songs in her notebook as Jack sleeps beside her.things they've heard and things they read, Nobody knows what waits for the dead,' ANOTHER CONCERT - NIGHT Jack and Ally sing together on stage, nose-to-nose -- she slaps the tambourine, lost in the music.I came from, I'm glad those days are gone, gone for good, But if I could take spirits from my past and bring them here, you know I would, Know I would.' And as their unheard performance comes to a close, Jack's song and words fade into the diegetic sounds of a crowd wanting more, not wanting the concert to end, the shout and chant which beckons an encore -- They continue -- END MONTAGE. BACKSTAGE Jack and Ally JUST OFF STAGE, the energy palpable; the euphoria of performing still coursing through their veins and, in particular, Ally's -- the AUDIENCE ROARS in the b.g. urging on the encore...Jack lights a joint. Tequila shots are poured. CONTINUED:They all throw back the tequila...The crowd's applause and whistles urging their return...And walking back to the wings just off stage --He stops just short of the stage and turns to her, holding her...CONTINUED:He kisses her.And he leaves her there in the wings...Ally pours herself another shot of tequila and gulps it down. There's big applause. Ally walks -- ON STAGE looking at the piano. She's caught between what she so badly wants and what is stopping her... She looks at Jack, who smiles his encouragement, making her feel safe, despite her deepest fears, she goes over to the piano... Ally looks out at the audience... Here she goes, into the abyss...catch on fire, It's buried in my soul, Like California gold, You found the light in me that I couldn't find,' And she starts to play and sing an original song... which makes the night stand still... the world at her feet...can't find the words, Every time we say goodbye, baby, it hurts, When the sun goes down, And the band won't play, CONTINUED:damn we try, But all I really know, You're where I wanna go, The part of me that's you will never die,' But for now, in this glorious moment, people on their iPhones are recording it for posterity... one of those times where people will tell you they were there when Ally Campana sang on her own for the very first time...can't find the words, Every time we say goodbye, baby, it hurts, When the sun goes down And the band won't play, I'll always remember us this way, Oh, yeah, I don't wanna be just a memory, baby, yeah, So when I'm all choked up and I can't find the words, Every time we say goodbye, baby, it hurts, When the sun goes down and the band won't play, I'll always remember us this way, Way, yeah, When you look at me and the whole world fades, I'll always remember us this way.' Ally finishing to huge applause, people screaming...As they come off the stage...

REZ is right there waiting for them...CONTINUED:Ally turns to grab Jack, but he's already walked away...Alley's incredulous look --She thinks about this, she's never really thought about it.OFF Ally's look --

I don't know if you know anything about me, about where I've come from. I'm Rez Gavron.

What you have right now goes way beyond just this. There's people who need to hear what you have to say musically. This is not normal stuff. It's really amazing what you're doing. I think you have it all. I do. And the question to you is, 'What do you want?' I'm in that position, to put you wherever you want to be.

You can't go rogue on me. You have to understand that this is what I do... You have to trust me, okay? So, if I give you a couple of dancers... don't not use them and then miss a couple of steps, okay? We also have to change your hair. We have to change the color of your hair.

No, I actually am wearing socks. They're these kind of little female insert socks... that work with these shoes.

We have to get downstairs. Everyone's waiting for you. Come. Let's go.

You've just been nominated for three Grammys. Including 'Best New Artist.' They just announced it now.

Ally, there is no way that you can take Jack on tour with you! There's no way.

We're not exactly friends here. While you've been away, we've been back here in serious triage, trying to clean up your fucking mess. Barely finding our way through it.

You almost single-handedly derailed her whole career. You understand that? She's never gonna say this to you. She loves you too much. Just by staying married to you, she looks like a joke. It's embarrassing.

Let's be honest, we both know it's only a matter of time before that's pushed aside again for the real thing. And when that happens, I don't want her anywhere near you.

We have to do 'Shallow' regardless, okay? The guitar's up there. Everything's gonna remain the same, okay?

The guitar's up there. Everything's gonna remain the same. Both verses. I'm sure it was just a bit much for him, that's all.

Jack, eyes glazed over, past gone, but smoking a joint anyway, listens to Ally --Jack doesn't say anything...CONTINUED:Hard to tell if Jack's even listening. He leans over to put his joint in the ashtray... His balance in question...THUNK! Jack crashes to the floor --Jack gets up and causally walks away without the slightest bit of acknowledgment to Ally's career-shifting moment...He keeps walking... Ally follows him into -- BEDROOM - CONTINUOUS ACTION Jack doesn't say anything... He turns to her.Jack still doesn't say anything. She comes closer into him.Jack takes a CREAM PUFF and smashes it into her face and mouth --CONTINUED:He rubs it in more.She then grabs a handful of cream and rubs it into his hair, and she suddenly pulls him onto the bed... rolls on top of him despite the food... holding him... kissing him...

We RACK FOCUS TO the b.g. seeing glass and people behind it... Rez and Jack watching her... and we realize we are inside a RECORDING STUDIO...And the percussive piano chords start to play, an echo of what she started to write in the diner --But it's not quite right...CONTINUED:She starts again, Jack and Rez listening to her singing. And Jack sensing this isn't going well... knowing you only get one bite of this apple... looking at Rez... who is not even looking, but looking down at his phone --Jack goes out and into... RECORDING BOOTH Jack comes in, stopping the recording.He backs her tenderly against a wall, hands on the wall on either side of her face, leaning close, whispering to her...She takes a breath, trying to reset... CONTINUED:She looks at him... trusting him... and he moves his hands to let her go...Jack and Ally kiss taking us to -- SAME SCENE - LATER A PIANO, Ally at the keys, Jack seated next to her. She begins again --stars, But look what I found, Look what I found.' And it makes all the difference in the world, her voice popping with the music to make one spectacular, undeniable mix... And Rez knows it.

One second, one second. Listen to my cue. We'll come right in, okay?

So you're gonna hear the second line, and then I'm gonna start recording.

Dancers stretch with Ally. RICHY, choreographer- extraordinaire, walks in like he owns the place (he does).CUT TO: SAME SCENE - LATER LEGS DANCING FURIOUSLY IN THE F.G. ALLY'S NEW SONG, "HEAL ME" PLAYS LOUD -- WIDER ANGLE We see Ally rehearsing with Richy and the two Dancers, a contemporary dance number... Ally and the dancers pouring sweat... Rez continues to watch from the back. The MUSIC CUTS --Richy keeps instructing vocally the beats, they continue to refine the moves... And dancing --CONTINUED:The dancers continue as Ally goes to the back of the studio and over to Rez... The dancers in the f.g. Rez looks over to the dancers...They watch the dance moves, fast, sharp, mechanical...She nods her head, he's getting through.

This is pop music, kids. We have a battle to do, okay? You are the troops, so if I call you troops... just know that we're going into battle. What are my lyrics, Ally?

Musical instruments, a microphone, recording equipment... Jack on the sofa, hears the door open, then a chiming sound... A LITTLE AUSTRALIAN LABRADOODLE PUPPY comes running up to him, all love.Ally comes in, holding a leash, dog food by her side.Jack looks at the new dog tag: CHARLIE.Jack and Ally snuggle up with the puppy. CONTINUED:He looks up to Ally, pure delight on his face.

Ally straddles Jack in the bathtub. She puts MASCARA on his eyelashes, he's playfully resistant.She ever so gently places a BLACK TAPE EYEBROW on his face.Jack and Ally kiss.

EATING SOME TAKEOUT CHINESE FOOD... WIDER ANGLE Jack and Ally are on the sofa together, enjoying their food. They're quiet, enjoying the companionship...CONTINUED:Vulnerable to say the least.She smiles.

People costumed as PILLS dancing around giving out pamphlets, PHARMACEUTICAL KIOSKS set up in a horseshoe surrounding an empty stage where EMPLOYEES prep as people start to file into the chairs... BACKSTAGE - DRESSING ROOM Jack takes out a pill bottle... he takes his boot and smashes the pills and snorts them off the table... He puts the remainder of the crushed pills in a glass and chases it with a big swig of gin. ON STAGE The band is playing, but Jack's not there. Everyone is waiting for him. Then, finally, Jack, a gin on the rocks in his hand, obviously two sheets to the wind, coming out to join his band to large applause. Jack looking out at the audience, a sea of name tags... He puts on his guitar.And as he plays, drunk, loaded, but good enough to be passable and keep on his feet...

We're OVER Ally's SHOULDER as she's breathing, getting ready to go on... We PULL OUT and the music starts and she comes on and sings. However, the dancers are not a part of this choreographed number as intended...Backstage, Rez sees the DANCERS, very much not on stage. CONTINUED:

Ally and Rez just offstage, crowd now dancing to a DJ that has taken the stage. She's still in her outfit... She and Rez speaking loud over the noise.CONTINUED:She's still a little lost, thinking about Jack until --OFF Ally --

A figure steps into a sun-blistered sky and leans INTO the FRAME, REVEALING GEORGE "NOODLES" STONE.We see that Jack is looking up at him, lying in a field of ivy. Rough night.CONTINUED: Noodles helps Jack stumble to his feet. They head for the house...

Jack. I feel like we've done this before. Didn't think we'd do it so soon, man.

That would be great, why don't you put some on, and we'll come in, in a minute?

It made me happy, man. You looked like you. You were just... doing it, bro.

Ain't nothing to be afraid of, bro. You know, it's like... You float out at sea, and then one day, you find a port. Say, 'I'm gonna stay here for a few days.' A few days becomes a few years. And then you forgot where you were going in the first place. And then you realize, you don't really give a shit about where you were going... 'cause you like where you're at. That's how it is for me. I like where I'm at.

I didn't even realize I liked it so much... till I saw your ass sleeping in the grass this morning.

I don't know. He told me he was looking for some pliers. I didn't know what he was going to do. I didn't think he was gonna 'do it' do it.

I'll call my cousin right now. It's Saturday. Nobody's gonna be in there. Let's go.

Noodles smokes a cigarette, Jack sitting off to the side, still recovering from the night's antics... Noodles' wife PAULETTE, wearing a bathrobe, watches from the porch.She walks off when Jack sees Noodles' SON peering out the window.CONTINUED:Jack laughs. He looks a little worse for wear...Noodles looks at him... never shy...Jack regards his old friend...CONTINUED: Jack takes this in.They laugh, but Jack's hangover has got the best of him.

It'd be great! Okay, you're coming with us for sure because you're the...

Sleeping in the bottom bunk bed, pink blankets half pulled over him. He starts to wake up -- Jack looks up and, like a vision of an angel, he sees Ally standing in the doorway... But this isn't a vision and she comes to the bed, standing over him, looking him over. He doesn't look well. Then -- Ally kicks him.He's too hungover to say anything. Ally gathering herself.He takes her hand. She sits on the bed next to him.He nods his head. CONTINUED:Despite everything, they're on this journey together and Ally let's him in... If only for a moment --But she needs him to hear her --

Ally sits with Noodles and his FAMILY (Paulette; FRANKIE, his daughter; and LEO, his son) all sitting at the dining room table, a HOME-COOKED MEAL at the center, family- style.The little girl staring at her. Noodles sees Jack in the kitchen. Jack quietly waves him over...Ally and the family continue their small talk as Noodles makes his way to -- NOODLES' KITCHEN Jack leans in -- their conversation in whispers.NOODLES' DINING ROOM Ally eats, Frankie continues to stare.NOODLES' MUSIC ROOM A GUITAR on a stand... Jack walks over to it. The HEADSTOCK has the excess six-strings LOOPED. He bends the D STRING and clips it with the pliers, taking it with him. He starts to twist and bend it back on itself... NOODLES' DINING ROOM Noodles, picking up where he left off --CONTINUED:Jack joins them at the table. Noodles starts to go into a story with the kids when Jack leans over to Ally --Jack leans in further...Jack slides something onto her left hand "ring finger" -- the guitar string twisted into a MAKESHIFT ENGAGEMENT RING... They look at each other.Ally lifts up her left hand showing her "engagement ring." They all erupt with love and encouragement. Noodles looking at Jack, smiling to him.CONTINUED:Ally looks at Jack... They can't be serious...You really wanna do that?They are serious.And as the excitement continues, Ally turns to Jack, his smile...

"I DON'T KNOW WHAT LOVE IS" carries us from shot to shot... JACK AND ALLY WALK THE AISLE, THE STONE FAMILY IN TOW. HUGS ALL AROUND FROM THE PASTOR -- A REUNION. IN THE DISTANCE: AT THE OTHER END OF THE CHURCH JACK AND ALLY AT THE ALTAR. A PASTOR WITH JACK AND ALLY, NOODLES, HIS FAMILY AROUND.JACK AND ALLY KISS, NOODLES AND FAMILY CLAPPING.PRE-LAP: BIG BRASS BAND AND PERCUSSION MUSIC --

ONSTAGE, the energy here is palpable. It's a celebration of musicians, not singers... A man on the horn, the trumpet player taking over, and then NOODLES at the drums going at it, a veteran to the trade... With a wide smile, points to Jack and Ally in the PACKED AUDIENCE... Noodles waving them up on stage... the music never stopping... Ally and Jack rub CAKE ICING on each other's noses. Then they rub it on Noodles. Ally tosses a BOUQUET. HIGH ANGLE -- The MUSIC TAKING US TO -- END MONTAGE.

Ally's debut album -- ALLY. Her hair now RED, vibrant, exciting, new...

Jack getting off the hotel phone and Ramon sitting across the room on the couch, typing on his phone.Ramon gets up. Jack watches him go over to the BATHROOM DOOR.Before she answers, he opens the door and slips in --

ACTION He leans against the door.A beat.CONTINUED: Ally is in an empty bathtub, the shower curtain obscuring her.He pulls back the curtain and Ally, with LONG, RED HAIR, is sitting on the bathtub floor in an EVENING GOWN.

Rez sits across Jack now, two men waiting for their girl.CONTINUED:Jack nods, fully aware of the implications Rez is alluding to.Rez seemingly has no socks on.

ACTION Ally and Ramon are sitting in the bathtub... Ramon pulls out his phone and, with a few swipes, pulls up a video... He hands it to her... We see her melt. VIDEO: It's the gang from THE BLEU BLEU all together in the dressing room --CONTINUED:They play around for the camera --

Okay, now is this thing... Yeah, there it is. Oh, that's a good light. Here, hold this for me, baby. Hey, Ally, girl! Wait, hold on. Come here, Sooki, Donte. Come here.

All right, girl, please come back soon. We done put Etta in your station, girl.

Ally and Ramon walk in.Ally looks up to Rez, then to Jack. She lets out a big breath. It's all happening at once...CONTINUED:And they start to move off, but Jack takes her hand --Before Rez can say anything, he takes her out of the room and onto --

And we see Ally and Jack looking out to the Sunset Strip below and a view of a GIANT BILLBOARD: ALLY, the cover of her debut album. They stare at the billboard...CONTINUED:Jack pulls her in, almost whispering into her ear.Ally takes a deep breath.Ally looks up at him with tears in her eyes. WIDE SHOT - THE BILLBOARD Two dwarfed figures on the balcony going back into the room...

Ally in rehearsals with her dancers and Richy, the choreographer. They dance to the music and his count, one of Ally's new hit songs, "HAIR, BODY, FACE."

ALEC BALDWIN walks to the stage with a FEMALE ASSISTANT DIRECTOR in tow. There is a smattering of applause.Jack watches from below, back behind the pit and the standing audience.Ally waits backstage. We see monitors with "SATURDAY NIGHT LIVE" in the control room.CONTINUED:The audience cheers. We PAN OVER TO -- lights exploding upon the stage, revealing Ally front center stage.jeans, Why'd you come around me with an ass like that, You're makin' all my thoughts obscene, This is not, not like me,' She is the definition of a pop star. The song: vibrant, electric, catchy as all hell, and completely unrecognizable to Jack.that, Got other things I need my mind on, yeah, Other responsibilities, This is not, not like me, Why did you do that, Do that do that do that do that, Do that to me,' The song goes into its generational anthem chorus, the crowd begins to jump in unison to the beat, a slave to her command of the song -- Jack saunters off, weaving his way farther into the bowels of the dark -- BACKSTAGE The sound slightly receding as he makes his way across into a place less populated. He spots a MONITOR, a live feed to the broadcast, the camera doing acrobats to mimic the energy of the song. He pops open a beer, watches until --CONTINUED: Jack turns and takes in his brother...Ally is writhing on the floor like a cat in heat. Jack grimaces.Bobby is taken aback.Jack nods. They regard each other and the audience erupts at the end of her song... CONTINUED:Crew members and audience members alike begin to flood in around them, coming back to begin setup for the next skit... Jack begins to move back towards his wife, a fish heading upstream. Bobby grabs and holds his brother close --Jack turns, Ally and the entire horde of people are being ushered past... Jack begins to walk in her direction, disappearing into the onslaught.

IT'S DEAD QUIET, WE SEE JACK IS IN A RECORDING BOOTH... WE CAN'T HEAR THEM BUT WE SEE HE'S AFFECTIONATELY GREETING THE MEMBERS OF HIS BAND... PRE-LAP: SNARE DRUM, THEN GUITAR LICK AND BAND KICKING IN...

Jack, ebullient to be back in a recording session, the BAND all playing together. Vamping the music, singing nonsense lyrics... Jack playing his guitar, feeling great, creating... And it actually sounds like something... Something special... And even if it didn't, the feeling of being there, feeling young, being free, is good enough... Ally joins him at the mic --They begin to kiss and sing, and sing and kiss.

ALLY IN A STRIKING COSTUME AND IN A POSE being photographed. And it's hushed whispers around her... ANOTHER ANGLE OVER THE BACK OF REZ: WALKING INTO the studio. He makes eye contact with Ally.Ally makes her way to her chair... Rez is waiting.They embrace.He's amazing. Isn't he? The monitor in front of her shows the set of LAST SHOTS...CONTINUED:THE WHOLE CREW stops what they are doing to watch --She looks at him like he's crazy.Ally's stunned. She sits there, gathering herself, and the whole crew starts to CLAP for her and approach her to congratulate her... Rez hugs her.

That light's beautiful. That's it, Ally. That's it, I love that.

And we see Jack, a drink in his hand, sitting on the floor... He gets up as he sees Ally approaching.Ally snatches the glass out of his hand, smells the gin... A loaded moment between them.He looks out the window.She walks out, leaving him... Charlie the dog nuzzles against Jack.

Ally is now in the bath, a moment of respite, quietly sings "La Vie En Rose." Jack enters, still drunk. He sits down on the bath's edge --She looks at him dumbfounded...Then -- CONTINUED:Jack takes a drink.CONTINUED: Then showing her wedding ring --He shakes his head.CONTINUED:She takes a drink from his glass.buddy? Here we go...He just stares at her.He doesn't move.She erupts out of the bath, splashing him to move. CONTINUED:Jack gets up and leaves. We STAY WITH her.

The crowd roars for an encore. We hear the ringing in Jack's ear. Then, from out of the darkness, Jack returns to stage wearing his hat. He takes his guitar and sits down... looking out into the lights, the faceless crowd...He begins to play the guitar, the familiar beginnings of "Maybe It's Time" and the crowd goes wild...

LOUD MUSIC: QUINTESSENTIALLY ALLY POP. Ally in mid-dance with her dancers and Richie the choreographer. They're hustling, she's stepped up her game, and it's fun to watch... From the back, Jack waits on the side, watches her. She sees him. Doesn't stop dancing. Keeps moving.think I'll never succeed.'Music cuts -- Ally comes over to him. They don't embrace...CONTINUED:They hug.

Bobby and Jack silhouetted by the LIGHTING REHEARSAL behind them --CONTINUED: A musician stands on the stage with a guitar, MARLON WILLIAMS, a young, up-and-coming musician, probably an image of what Jack once used to be...Jack lets that sink in...Jack looks up to his big brother. What's there to say?Bobby studies Jack, "resigned" is not a word he's come to define his brother by.

Jack straps his guitar on and soldiers on while Marlon sings:CONTINUED:Jack tries to tune his guitar to a large speaker. Close enough. Jack begins to accompany Marlon. SAME SCENE - LATER Rehearsal's over. Jack takes off his guitar and starts to pack it into its case. Marlon comes over, a true fan.JACK'S HOUSE - LIVING ROOM And we see Ally sitting in a high chair, a towel around her, being made up by THREE DIFFERENT PEOPLE swarming over her hair and makeup, people preparing her dress... Lorenzo and Wolfie come into the crowded room...JACK'S HOUSE - MUSIC ROOM Jack sits alone dejectedly on the sofa.JACK'S HOUSE - LIVING ROOM Ally can't help but laugh with Wolfie...Jack walks up from the hallway in a BEIGE SUIT --Jack offers a smile, then looks to Ally in the chair.CONTINUED:Jack goes over and kisses Ally once more.Now magically a smile. Then heads out --Jack walks out. CONTINUED:

Jack is in the packed greenroom, drinking as much and as quickly as he can... pops a couple of pills for good measure... and there's a sense, despite where he is at, he's a man without a country...

WHERE WE SEE JACK, PART OF THE SUPERGROUP ON THE STAGE AT THE AWARDS, STANDING BY TO PLAY THEIR TRIBUTE TO ROY ORBISON... JACK, DESPITE BEING BRAVE, IT'S PAINFUL TO SEE HIM RELEGATED TO JUST PLAYING BACKUP... FORGOTTEN... STAPLES CENTER - ORCHESTRA SEATING - CONTINUOUS ACTION And we see Ally sitting in the audience, watching Jack along with everybody else in the audience. Jack drops his pick and struggles to pick it up.STAPLES CENTER - AWARDS STAGE - CONTINUOUS ACTION Jack manages to right himself into position just as --As stoned as he is, Jack can still play the guitar. ICONIC GUITAR RIFF TO "PRETTY WOMAN" -- But for a moment, he holds the note maybe just a tad too long... The performers freeze. Then he pulls it together and the song begins... And as BRANDI CARLILE TAKES THE VOCALS AND CRUSHES IT -- STAPLES CENTER - ORCHESTRA SEATING - CONTINUOUS ACTION Ally can see, along with everybody else, he is noticeably, trying as he might to do his best, just an afterthought. STAPLES CENTER - AWARDS STAGE - MOMENTS LATER The song has ended, the house lights up for commercial, however, no one told --A stage hand helps drag Jack off the stage. STAPLES CENTER - ORCHESTRA SEATING - MOMENTS LATER Back at Ally's seat, she struggles to keep it together.We see Jack coming to his seat... people stopping him to extend their congratulations, which seem as hollow as a hollow victory... He comes to Ally and Rez sitting with her... "BEST NEW ARTIST" lights up the stage as the PRESENTER takes the mic, making foolish small talk... and then announcing the nominees of Best New Artist...Jack stumbles into the seat next to Ally.CONTINUED:She takes his hand... His legs sprawled and way out into the aisle...I had to go to the bathroom.ANOTHER ANGLE They show the nominees, Ally among them... We see on the big screen the camera on her and Jack...Fumbling with the envelope... opening the envelope...... And there is an explosion of joy... Rez first to embrace her...CONTINUED:Is that why everybody's... Jack... he's incredibly happy for her, but not thinking clearly, he starts to walk with her to the stage...He's made it halfway down the aisle... to the beginning of the stairs...And, without thinking, Jack continues to follow her until, realizing he's in the wrong place...He stands, looking lost, watching her mouth move without hearing what she is saying. Then we're WITH Jack as he decides to attempt to get out of sight by sitting on the stairs.Ally at the podium, starting her acceptance speech.Ally pauses in her speech. She just looks at him -- CONTINUED:And with every word that he mutters, the tension grows in the room. Jack stumbles up the stairs...Jack's errant hobble and stupor manages to find Ally at the podium...Pointing to her on the big screen.She pulls him to her side. The awkwardness pervading the moment and, as she tries to regain her speech...Jack pulling for her attention to show her the large screen behind them...CONTINUED:Ally turns to look at him and, with that, the audience collectively gives a hushed "Oh, my God." We see that Jack has wet himself...Ally takes control of the situation by pulling up her dress, hiding him from the humiliation...I think I just... She tries to guide him off the dead silent stage, but -- THUMP! -- Jack collapses to the stage floor, HARD. The CREW runs to his aid as we -- CUT TO:

Suddenly, from the back of the hallway -- Lorenzo and Wolfie carry Jack under his arms, like a wounded football player being taken off the field, Ally not far behind... CONTINUED:Rez pulls her away and OUT OF SIGHT --Lorenzo slams Jack up against the wall --They pull him into -- JACK'S HOUSE - BATHROOM They hold Jack's flaccid body up best they can as they come into the bathroom.Jack's mumbles incoherent save his brother's name.Lorenzo throws Jack into a shower and turns the water on full-blast. Ally rushes in and Wolfie and Lorenzo immediately leave them alone, shutting the door. CONTINUED: Ally looks at Jack, completely a waste on the shower floor... the water pouring over him... despite still being in her gown, she kneels down beside him...She tries to take his soiled pants off, but he's too heavy.As we SEE THE DOWNPOUR OF THE WATER ON THE SHOWER FLOOR -- DISSOLVE TO:

OVER JACK'S SHOULDER until REVEALING --CARL, the group therapist, stares Jack down as sits at one of many chairs circled up, GROUP THERAPY in mid- session...CONTINUED:Jack starts to get up.

So, everybody has their journal and we remember the homework assignment, the three things that I wanted you to write down.

So, it's all agreed. Nobody's ever late here, right? Okay. Good.

Lorenzo puts a plate in front of Ally. A full spread on the table. He takes a deep breath. Ally sits there a moment, then senses something... Ally looks over to him... his body subtly shaking from a cry...Lorenzo turns to her.CONTINUED:He reaches over and holds her hand. Father and daughter.

Jack swimming in a lane, stroke after stroke, pushing him further, faster. He comes out from below with a big breath...

Carl sits with Jack on a bench.CONTINUED:Carl laughs uproariously. Jack joins in.

Jack sees Ally walking down the corridor. She runs into his arms.CONTINUED:SAME SCENE - MOMENTS LATER Jack and Ally sitting across from each other at a table, both looking out the window.She leans over, resting her head and hands on the table.She sits up, then.A beat...CONTINUED:He leans in.CONTINUED:A beat...She goes into her bag.She hands him her songbook. It has a folded piece of paper inside. He looks at it... On the paper is scribbled: "Don't wanna feel another touch Don't wanna start another fire Don't wanna know another kiss No other name fallin' off my lips Don't wanna give my heart away to another stranger Don't let another day begin Won't even let the sunlight in -- I'll never love again" Reading it... Remembering it...A beat... she puts the paper back into the songbook.And he begins to cry. CONTINUED:I know but... And we go -- WIDE ANGLE

Rez with his arms folded, and Ally at the piano.CONTINUED:Rez shakes his head in frustration --Ally begins to play the piano.Rez storms off, slamming the door behind him. Ally cries.

Bobby drives his TRUCK down a dirt road with Jack riding shotgun. They've ridden like this across the country and back a lot over the years... A lot of hard miles on the odometer and between brothers... Bobby looks over to him, then back to the road... Jack just stares out the window, lost in thought.Jack laughs. CONTINUED:They share a small laugh... Then, after a beat...They pull into Jack's driveway.Jack starts to get out of the truck, but stops short...And with that Jack, shuts the door. Bobby takes that in... then drives off. Jack watching him go.

Jack walks into the house, taking it all in. Altogether familiar and somehow foreign, like riding in the backseat of your own car. Little things are different, the furniture has been rearranged slightly... A "La Vie En Rose" neon sign is off... He goes over to it. Turns it on, realizing this new addition their home. Then Charlie runs up to Jack, a "welcome home" bow tied around his collar...CONTINUED: He looks up and there's Ally. She gives a warm smile and, walking up to him, they embrace. A long hug, long overdue.

Jack plays with Charlie, chasing him through the trees. Charlie makes a turn and now chases Jack. They fall to the ground together. Jack picks him up and carries him into --

The light streaming in... Ally is at the piano... She holds up a piece of paper. He comes over to her and she hands it to him --It's the song he wrote that she brought to rehab.He sits down at the piano. He looks at it. And after a moment's hesitation...Jack puts the paper on the piano music shelf. He starts to play. CONTINUED: It's familiar because we've heard it before. And just before you might think he's about to sing we -- CUT TO:

Jack in the shower. He gives himself one last rinse and then shuts off the water. He starts to wipe off the excess water off his body.

Rez is standing outside the glass door as he watches Jack walk up, zipping up his pants.Rez hesitates, but then they walk in together.

Jack comes into the room finding Rez on the couch. He sits opposite of him. Jack has a sparkling water in a glass with three ice cubes and a lime, and offering one to Rez -- CONTINUED:Rez sits on the coffee table, gets in Jack's space, he wants him to hear this.Jack doesn't even know what to say.Rez motions to Jack's drink.OFF Jack --

Jack's on the bed staring out. Not doing anything, he's just being.Ally comes through the door and, finding him, she lies atop him, rests her head against his shoulder, looking at him. He doesn't say anything, just looks at her with a warm smile.Jack takes that in...He caresses her hair. CONTINUED:They kiss, but it's missing something. Maybe she catches it, but they pull apart...Unsure of what to say --She stands and starts to walk off --She turns to him.Ally slides her finger down her nose just the way she did the night they met. And with a smile --OFF Jack --

Jack cooks a steak on a cast iron skillet. He sets it on a plate, then sets down the steak on the floor for Charlie...Charlie goes after it ravenously... Jack walks out the glass door, leaving Charlie...

Jack is in his truck. He sits as it idles, presumably warming it up. Then, after a beat, he backs out of the driveway, but then -- Stops. Cuts the engine. Sits and waits. We can't see what he's doing, but he shifts around in his seat for a moment, almost as if pulling something from his pocket... INSIDE THE PICKUP Jack fumbles with a bottle of pills in the glove compartment.

The sound deafening... Ally prays in a circle with her crew.The Forum crowd cheers.

Jack's pickup is parked. Then he gets out. HOLD OUR POSITION BY THE TRUCK -- Jack walks back into the garage... He has his belt in his hand. He gently sets his cowboy hat on a file cabinet. He turns TO us and, in pulling down the GARAGE DOOR, we get a glimpse of the ceiling fan slowing its spin... The door closes...

And as Ally's BAND plays out the last few bars, her voice holds the final note. Long and steady, the audience exhilarated to see how long she can hold it -- which is very long. A beat. A breath. The audience on their feet, already wanting an encore... Eruption of a CROWD going crazy as Ally, breathless, comes UPSTAGE RIGHT down their staircase into the bowels below the stage. Rez is waiting --She gulps from a water bottle while the stylists change her costume, Rez in tow.CONTINUED: Ally turns and walks back up the stairs and out into the thrash of people -- The audience applause morphing into a chant. The band plays a familiar intro -- the first few chords of "Shallow"... The audience catches it, they erupt in tandem with the band coming in full force -- This is a whole new version of Jack and Ally's song. This song has evolved much like the performer at center stage. Tell me something, boy...

Ally plays and sings by herself at a piano on a platform in the middle of the arena along with Jack's guitar on its stand -- Ally launches into the CHORUS with the same power we heard echoing through the street their first night...And as the SONG ends, breathing heavy --

Charlie is at the garage door, back and forth trying to get in, barking. Something's wrong...

Red and blue lights flash. Inside through the glass doors it seems Jack has left the "La Vie En Rose" neon light on. DISSOLVE TO:

Ally at the piano, alone, broken. Bathed in the red light of the "La Vie En Rose" neon sign. She plays a few melancholy chords, a song we've only begun to hear...

LOOKING IN. Ally looking out. The garage in the distance... Her roots have grown out, showing the natural brunette, the markings of the Ally we met at the beginning of the movie... Her eyes transfixed on the vista below.

Ally stares at JACK'S TOUR POSTERS. Something building inside her. And then, she snaps -- CRASH! She begins smashing them, glass flying in a rampage. SAME SCENE - LATER Ally sits cradling Jack's guitar amongst everything broken and smashed...

Bobby sits next to Ally, equally broken, feeling the very same thing, quiet. He doesn't move, although it feels like they need to hold each other.He thinks about it... CONTINUED:She looks at him.After some moments...Ally looks at him, hearing him.

Packed with people seated in this huge theater.CONTINUED: A SILHOUETTE OF A WOMAN, her head down in the wings. Her hands clasping each other -- Much in the same way she would hold Jack's hand. And it is Ally. And we're -- WALKING now WITH Ally... She's in a DRESS, heading into a proscenium larger than we have ever seen. The lights find her... WE GO -- WIDE ANGLE The crowd embraces her, "We love you Ally," and encouragement from all over... She puts her head down... We see she's a brunette. No makeup.The crowd adoring her, accepting her at her most vulnerable...And with that, she begins to sing an original song, "I'll Never Love Again." We SLOWLY PUSH IN -- The audience a distant sound, their encouragement, their belief...to, Maybe even cried for you, If I knew it would be the last time, I would have broke my heart in two, Tryin' to save a part of you, Don't want to feel another touch, Don't want to start another fire, CONTINUED:We see GLIMPSES of their times together performing on stage when they were just beginning their relationship.myself lyin' in your arms, Mmmm mmmm, And I wanna pretend that it's not true, Oh, baby, that you're gone...' We see GLIMPSES of Ally and Jack in bed with the glow of the "La Vie En Rose" neon sign. She runs her finger down his profile, they laugh together.turnin' and turnin' and I'm not movin' on, Don't want to feel another touch, Don't want to start another fire, Don't want to know another kiss, No other name falling off my lips, Don't want to give my heart away, To another stranger, Or let another day begin, Won't even let the sunlight in, No, I'll never love, I don't wanna know this feeling unless it's you and me, I don't wanna waste a moment, Hoooo ouuu, And I don't wanna give somebody else the better part of me, I would rather wait for you, Hoooo ouuu, Don't want to feel another touch, Don't want to start another fire, Don't want to know another kiss, Baby, unless they are your lips.' HARD CUT TO:

He loved how you see them. He just kept saying, 'I love how she sees 'em, Bobby.'

Jack at the piano, Ally watching him play.to another stranger, Don't let another day begin, Won't let the sunlight in, Oh, I'll never love again.' She gets up and walks up from behind, placing her arms around him, holding him. Their heads touch and let the final chord slowly ring out. THE SHRINE (PRESENT) Ally looks up and then straight TOWARDS us, the audience... and a star is born. FADE OUT.: THIS SCRIPT WAS PREPARED BY WARNER BROS. PICTURES SCRIPT PROCESSING DEPARTMENT

Julia Cox Based on the book "Find a Way" by Diana Nyad A MONTAGE of FOUND FOOTAGE: PHOTOS, HEADLINES, snippets of INTERVIEWS of swimmer DIANA NYAD, 20s, in her glory days. A propulsive score-- fast, frenetic and raw-- jolts us through: --CBS. An ANCHOR, Farrah Fawcett hair, red blazer, leans in----Young Diana FREESTYLES through the choppy sea. --HEADLINES of the 1970s. Nyad Sets Record in Swim Marathon. Nyad Dominates Bay of Naples. Nyad Finishes 89-Mile Swim. -- On the SHORE, a male REPORTER cocks his head, amazed.--Shots of Young Diana: toothy, slim, freckled, and tan, posing in her swimsuit and cap before LAKE ONTARIO. And on the white sand shore of BIMINI.--DOCK WORKERS wave, hollering. Traffic is jammed as PEOPLE abandon their cars to watch her approach the Brooklyn Bridge. --A PHOTOGRAPHER captures a photo as Young Diana's body cuts through the river, framed by silhouettes of the TWIN TOWERS. - -GRACIE MANSION. She's pulled from the East River, wobbly, exhausted, swollen. But she GRINS at the crowd of REPORTERS.Young Diana saunters on with swagger, like it's her set.She flops down. Johnny blinks, surprised. The crowd laughs. -- On the TODAY SHOW with a poised JANE PAULEY.Beyond her, a BOAT waits in the water. Attached to its stern is a strange METAL STRUCTURE, like scaffolding: a cage.Young Diana JUMPS into the water, and we... CUT TO BLACK.--A MAP graphic behind the news desk shows Diana's thwarted journey, through the Florida Straits, across the Gulf Stream.--DOCK. Swollen, with a raccoon-eye sunburn, a shockingly thin Young Diana is strapped onto a stretcher. Cameras FLASH. She's beat and contemplative. We hover over her weary face:She's trance-like, hanging on by a thread. As she's loaded into the ambulance, contorted in pain, we SMASH TO--

World champion Diana Nyad, at 25, is believed to be the best female long-distance swimmer in the world.

If you can believe it, her name in Greek translates to 'water nymph.'

She'll attempt to swim all the way around the island of Manhattan. -- DOCKS. At the end of a pier, another NEWS CREW huddles to see, impossibly, Young Diana SWIMMING down the Hudson.

And she's here, the young lady who swam around Manhattan, 28 miles, in seven hours, fifty-seven minutes-- - -ON JOHNNY CARSON. Johnny holds a blown-up version of the iconic PHOTO: Young Diana tipping her head, a muscular arm poised mid- stroke, the World Trade Center behind her.

I have a moment of immortality when I get to the other side. It's unlike any other high I know.

Cuba. It's the Everest of swims. The hardest swim in the world. Bimini was a kind of appetizer, Cuba is the main course, and retirement is the dessert. Once I finish this one, I'm done. --DOCK. Young Diana, in her swimsuit and cap, all muscle, is GREASED down by HANDLERS in Cuba Swim shirts as she hams it up for PRESS. She takes a BUGLE, plays REVEILLE with gravity. Our feathered hair Anchor, front and center--

Cuba to Florida. One hundred and ten miles of open ocean. The world's most difficult and dangerous swim. Nyad will follow the rules of the Marathon Swimming Federation. No flotation devices, no sleep during her sixty-plus hours in the water. That means all day, and all night, she's awake -- and she's swimming. No hanging onto the boat, no rest. She'll be fed by her team over the edge of the vessel. No one can touch her.

To protect against vicious sharks, she'll swim inside of a cage. Oh! And here she goes!

And now some disheartening news... - -NEWS DESK. A young DIANE SAWYER, brow furrowed, apologetic, leans into camera. A chyron reads: August 15, 1978.

After forty-one hours of rough seas, hopelessly off course, she was pulled from the water against her will.

I've never summoned so much willpower. I've never wanted anything so badly.

THE FACE OF DIANA AT 60: tan skin, crow's feet, blond hair cropped short, and those big, expressive eyes. She's intense, with big-hearted passion simmering behind a FROWN. PULL BACK TO REVEAL: Diana's trying on a bathing suit, her cotton undies bunched up underneath. Her body looks great: fit, golden tan. But the whole tableau is depressing. The smudged mirror. The shitty Top-40 on the radio. She grimaces. None of this feels worthy of her committed attention. STORE. Diana's head pokes out. Beyond the racks, a teenaged girl working the register, KATIE, cranes over an US WEEKLY.Katie's nails drum the counter. She flips the page.Between them, a SHOPPING GIRL, 22, models a bikini for her BOYFRIEND, who's slumped in a chair, sipping a Jamba Juice. Diana rolls her eyes. No choice, she ventures to the middle of the store, still wearing her suit.Katie raises her head. Diana reads her nametag and lights up.Diana smiles, earnest, warm. Katie cocks her head.Katie blinks. No idea what she's talking about.Katie glances down at her magazine. And Diana cannot abide.Katie shrugs, silent. Diana is genuinely baffled.Katie trades a WTF glance with the shopping girl. Is this lady serious? But Diana is. She means every word.A GIGGLE bursts from the shopping girl's throat. Diana curls her lip, pivots, and retreats to her dressing room. INSIDE: She hears the kids cackling. They whisper--This hits Diana. It hurts. She RIPS off her suit, fuming now. IN THE STORE: The mechanical DING-DING of the bell as someone enters. It is BONNIE, 58, petite, fit, deadpan, with thick glasses, draped in Petco bags. She does a WOO-HOO owl cry. Bonnie looks around, then notices the teens STARING at her.And Diana bursts out of the dressing room, dressed now, khaki shorts, sneakers. She tosses the swimsuit on the register before Katie. The plastic hanger CLANGS against the counter.Bonnie, quiet, knows there's no stopping Diana, who storms off, brushing a rack of sarongs. Diana turns back, all drama--Diana charges off like a bat outta hell, windbreaker swish- swishing as she goes. The teens balk. ON Bonnie: a sigh.

Katie! Hi. Interesting reading material there, huh. How are you doing today, good?

So I need to know about the composition of this suit. Is it designed to give me any extra lift?

Buoyancy. Is this traditional lycra or is it polyurethane-based? 80/20? I'm not worried about regulation-- this isn't for training-- it would just be a fashion piece, you know, for a beach bonfire or a volleyball game or I-don't-know-what, but I feel some compression here, and it doesn't say on the tag.

Well could you look it up or something? Don't you have a system?

Nothing in the computer is gonna be different from what's on the tag.

Let me get this straight: you come here every day, for-- what, six, eight hours?

And I imagine you do that because this line of work calls to you. You have a passion for the outdoors. You like helping people. Perhaps you thrive on it. And now I'm asking you to help me.

So, again: that's it? That's the extent you'll go to? Don't you want more, for this establishment, but also for yourself? For your life, Katie? I mean, what kind of place is this?

Uh... hi. Was there another lady in here, taller than me, probably talking a lot?

It's like the entire world is asleep! And even when they're awake, they're barely there. Laziness is contagious, Bonnie, and we're supposed to nod along like it's normal that everyone's just surrendered to a banal existence?!

What? No. And by the way, for tomorrow, I don't want anything. No cake. Not even, like, a small grocery store cake--

Are you accusing me of playing a rigged game? Please. This is me you're talking to, I reject that kind of thing on principle. You're a putt-putt queen! Own it.

The door was locked. I brought my Scrabble because though you refuse to admit it, you're missing a G, two Es and at least one blank tile--

No no, sixty's nothing, I've always been aware of the brevity of life. I was in 5th grade when it hit me. I looked around at my classmates. I was like, guys. I'm already ten. You're already ten. That means we only have seventy years left, if we're lucky. So that afternoon I began writing my manifesto--

"Darling, I am waiting for five years 'til you are ready to show you. Your name, in black and white! It says, in Greek mythology-- my ancestors!-- the nymphs that swam in the lakes and the rivers, and the ocean." This is your destiny.

Nina and the whole family, huh? God. They're like an ad. But Nina could wear a garbage bag and still look--

I've been everywhere from Vietnam to Uganda to the caves of Belize to Sydney-- covered the Olympics there --sportscasting takes me all over. But... my favorite place? Cuba. I'm sure you could've guessed... I mean, I imagine you know...

Actually Cuba's loomed in my imagination since I was a kid. That magical place across the water.

Forbidden land. We weren't allowed there, they weren't allowed here...

Oh, no. We're best friends. I mean we dated for like a second, two hundred years ago. But I've been with half the people in this room-- well, you know.

It was fine. She was great. She was fine. It's just... it's not that. Dating. I'm not sure I need that anymore.

"Tell me. What is it you plan to do with your one wild and precious life?"

I mean... did Lucy read this poem? Did she dog-ear this page? It's weird, because in her life... she didn't do shit.

You know what I mean. She wasn't a doer. She was a pushover. Totally bulldozed by my dad. So I'm thinking, this poem must've meant something to her. She held onto this book. What was she feeling about her own life? And did she leave it for me? As, like, a message? Then I realize, look--

Wasn't even hers. Belongs to some guy named Uli next door who's a hundred and two.

It's just a swim. No big deal. Just a little swim. Thirty years. Barely anything.

I don't believe in imposed limitations. I don't believe in any limitations. And that's the reason to do it, not the other way around.

I started with twenty minutes. Then twenty more. Just to see. I'm already up to four, five hours in the pool. I can do it, Bonnie.

My mind has never been clearer. Don't you get it? The mind. The mind! This is what I was missing when I was a kid. I have it now.

I need to get myself functioning at the highest level. You're gonna be my coach.

You told me-- you said I should do something about it, get out of my funk--

I'm doing it. I've made up my mind. I'm not done. I have more in me. And so do you.

Don't you want to be fully engaged, fully awake, your soul ignited by a purpose-- a mission!-- bigger than--

It would be an amazing ride. You and me. A great adventure. You were born to coach, and a coach needs an athlete, and I--

I'm gonna do a test swim down in Mexico. Come. Let me show you what I got. Eight hours of serious currents on the open ocean.

I want to be thirty yards from the boat, with you drafting to my left so I can see you when I breathe.

It's so cold. I just... don't know if I can generate enough heat...

When you told me what Steve and that so-called doctor said, it just made me want to do it more.

You sneaky little-- now that's why you're gonna be a terrific coach.

Fascinating. And when did you get into the transportation business?

The shark cage makes it an 'aided' swim. No thanks. Just gonna be me and the ocean, the whole way.

I don't want an asterisk next to my life's greatest achievement!

Do you agree with me, Jean-Paul? Who wants to swim inside a cage?

See the swim is a Herculean effort, but it's also exalting. A soul- stirring emblem of the grasp for infinitude. This reach for the stars, this push beyond what seems possible to what could be. So here I am. Thirty years later. And I'd love to see Pizza Hut emblazoned on my swimsuit as I--

See, I don't subscribe to imposed limitations, I don't subscribe to--

Yep, your math is correct. I am sixty-one. And that's the reason to do it, not the other way around--

Of course you're entitled to your opinion... though I can't even begin to tell you how incredibly short-sighted and wrong it is.

I strutted into Rocky Aoki's office, the Benihana guy. Heard he was into ocean stuff so I just showed up. Walked out with one of those huge, like, lottery checks for three hundred thousand dollars.

Lady stuff. Like tampons? Not that we need those any more, thank god.

Also. Bon. Not that I'm worried, because I'm not, but... what are we gonna do about sharks?

That's exactly what I said, Deborah! Think of the marketing opportunities, with me at the forefront. Maybe, "Still dry." Kinda fun. Or a play on waterproof. Or just, go classic. Me on a billboard. Your iconic slogan ribboned beneath me: Strong enough for a man, made for a woman.

You show me a navigator who isn't full of shit, and I'll show you a--

Yeah yeah, the thrill of victory, the agony of defeat, all that shit. I need to see your Navigation Cabin.

Well I don't need a primer on the Gulf Stream. What I need to know is: what qualifies you for this mission? What's your pedigree?

My last navigator screwed me. Had me slamming into the surf for fourteen hours straight. I would've made it, if he hadn't--

It's good. Got my playlist up to about eighty-five songs. Neil Young, Janis Joplin, The Beatles. If I sing No Reply one thousand times in a row, that's nine hours and forty-five minutes to the beat.

Might need to add one more, gotta be 4:4 so I can count my strokes-- do not suggest Jimmy Buffett, Bon, I won't entertain it--

It's a hundred miles, or sixty hours, of constant swimming. Now I can stop to receive medical care, to get nourishment from my handlers, to vomit up saltwater, to stretch my back, switch out my goggles. Even to float and marvel at the dazzling universe above. It's so cool. I'm a tiny speck gliding under the stars! But I can't touch the boat, or get out, even to poop or to pee. So I don't really get any rest.

Yes, we'll come back to that. First I should tell you about the cold... the risk of hypothermia. Though that's not what I'm most afraid of.

Sea creatures. In these very waters live some of the deadliest marine animals on earth. Forty-nine varieties of sharks. Stingrays. Man of War. These things paralyze you. And then you drown.

This'll really make Bonnie feel a lot better. She's petrified of sharks. Thank you, Nico.

I hope my swim can encourage unity and good relations between our two countries, a sense of connection.

I grew up in Florida, and have such affection for the Cuban people... and I cannot wait to set off, just as soon as we have our window.

No. Wait. I do know. I will order a banana split and eat the entire thing by myself.

I want to say something to you all. As we await the signal from Mother Nature, I sign a contract with my soul. To never, ever give up.

You are all sacrificing a great deal. John, Nico, Luke, everyone. No money, no perks, no guarantees. But I can think of no worthier cause for such sacrifice. My life's mission. Dare I say, my destiny. To fight the wildly unpredictable conditions. To tango with the elements. I will be the first. N-Y- A-D. If you look up my name in the dictionary-- you'll see, literally, water nymph--

That's it? You're just gonna leave? Fine, go smoke a joint or something. See ya--

You can do this. You have this in you. You have this in your soul.

Why am I not allowed to say that it pisses me off. To be felled by sea creatures. To be rendered powerless by a stupid jellyfish. It's just so beneath me.

We've learned so much each time. And I'm learning about myself, too.

Well... I don't want to look back and feel like I could've fought harder. I hate that feeling.

One more. One more. That's it. What if we spend the next year training, but also fixing the jellyfish problem. I actually got a lead on a box jellyfish expert.

It's called the internet, Bonnie. She's a doctor, seems like a cool lady.

I can't believe this. This is my window. She's stealing my swim.

That's-- no! That's what I want to do! God. Where's a box jellyfish when you need one.

I pinged my weather guy in Atlanta and Greg says we are good to go--

I'm in charge. That's the deal. And guess what? I say: we're going.

Everyone should have a superiority complex! Everyone should feel like the star of their own damn life--

I just think you need to make peace with the possibility of my death.

Imagine knowing in your bones that you could do something, that only you could do it, like fate--

Of course I think about you. I know what you're capable of better than you do. I know what's worthy of you-

I know the world wants me to shut my mouth and sit down and wait to die-- but I didn't think you did--

I can't. I won't. I'm not just gonna admit defeat. No thank you.

Come on. What is wrong with you? Why does everything have to be so hard. Stupid. Dumb little bitch.

Attempt number four. Here I am at the launch. Nerves screaming. No idea what lies ahead of me, but resolved by sheer will. Compelled by the power of the human spirit.

You don't leave room for imagining defeat. You really believe you're gonna make it. Every single time.

I'm about to be sixty-four. And people say it's impossible. And for some reason I won't listen. Is there something wrong with me? I can't let it go. I can't.

I don't want to be the crazy old lady chasing an absurd dream. But... that ocean. Damn. It's still out there.

Some of the things I said... my attitude was... out of proportion.

What, I'm just supposed to accept everyone's denigrating and mediocre standards of what's possible?

But he's still in the Swimming Hall of Fame, even after a bunch of us came forward and said we were abused by him. Said it in public! Can you believe that?

He didn't damage me. He didn't throw me off course. I'm good. I'm fine. But then there are moments when all of a sudden I'm fourteen again. And it's like his voice is coming out of me. I get so mad at myself. Why didn't I fight harder? I was so strong then! I could do thirty chin-ups! I was a force--

He was so nice to me. I had a crush on him. I wrote "I love Coach Nelson" in my notebook, and he saw it. I never told anyone that.

I know. I am. And I'm not going to stop. Because I'm free. I'm free to keep trying.

I'll want you drafting to my left so I can see you when I breathe. And every ninety minutes, if you could grab from the cooler, one of those packs of goo? Bonnie, my handler, she usually squirts it right into my mouth.

Ah. You know the whole thing with Aris. How he's not my biological dad. So, I mean, if we're being technical, Bonnie, I'm not even...

No no no no no. I'm not-- did we drift? I can make it up! Bonnie, I'm not getting out of the water--

Bonnie-- I love you. This hits Bonnie and rolls through her like a wave. She didn't know how much she needed it.

Well. There we have it. The culmination of my wild and precious life. For now.

You're gonna want to hear this. It's not swimming, Bon. Walking.

For someone who doesn't want anything for their birthday you do mention it frequently.

Good because I didn't plan anything since you told me not to 37 times.

Aw, big-time sportscaster, always traveling. But we watch her on TV when she's away, right? Plus, I get you all to myself. And that way we can gossip.

Hey, hold up, let's head through the living room, relax for a minute-

Yeah, she's got your poster on her wall. And your face tattooed on her ass.

Listen to me. Ask her questions. Get to know her. Ok? You got this.

I'm fifty-eight so I wouldn't know. That looked like it was going well.

I get it. Me neither. So then what is it, the funk? Is it work? Diana knows she's in a funk, but can't put her finger on it.

I'm gonna whoop your butt after I finish cleaning. Bag of bones or not, I don't discriminate.

You really need to keep all these New Yorkers? This one's... May 2006. Like a hoarder.

This client-- no matter what she did, could not get her left glute to turn on. It's like half her butt was dead. You listening, Diana?

Remember in Michigan how they kept telling you lower back, lower back when you had that tight hammie? So I realized, no: deep core. I set a big-ass medicine ball on her belly, right below her diaphragm. Few minutes of breathing, her buns were on fire. So, yeah. There ya go. Felt like kind of a breakthrough.

Hey you missed a killer bike ride yesterday. Wanna go out this afternoon? Ballona Creek's open.

Wow. Look at you. What's it been, like, thirty years since you put on a pair of goggles? How'd it feel?

You couldn't do it when you were twenty-eight. And now you are sixty.

I don't know what's happening... if you're having a mental breakdown...

A mind does not swim a hundred miles across the ocean. A body does.

I knew there was a reason you asked me to play ping-pong. I can never get you to play ping-pong.

I meant, like, sign up for speed dating! Or get a therapist! Not come out of a thirty-year retirement for an absurd, dangerous-

Well this... is gross. You really have to do this every single time?

God, I have a feeling I forgot something. Did I switch off the oven? I left the Milk-Bones out for the dog-walker, I'm sure I did...

Hey hey, none of that. Don't beat yourself up, you're doing great.

Okay, let's try something. Imagine your solar plexus, radiating warmth. Heating up the whole ocean so it's hot, like a bath. So hot!

Well he doesn't think you can do it. And he put me in touch with a doctor. Big sports medicine guy. He doesn't think you can do it either.

That they've been studying athletes for years, and they don't believe that Cuba to Florida is humanly possible. Especially for a woman, and especially at your age.

And this is a whole deal. Cuba. Visas. Money. Logistics. I mean there's sharks out there--

Do we need a new angle? Less men in suits. More... I dunno. Lady stuff?

I wanted to ask-- can we shine a light on her? I can't see her at night. Only way I know where she is is her hands slapping the water.

Well you can't drive the boat, too, Diana. We need this guy. And he sounds great. They call him the King of the Gulf. I invited him down for lunch. I'll get you the fish tacos, salsa on the side. And you're gonna be your most charming self. Right?

I know, I know. She's a character. She can rub people the wrong way. She's exhausting. But she is unreal.

Incredible. You've seen the training logs. It's talent, but it's also will. Her mind. She's a crazy person. Got a huge heart, though. And if anyone in the world can do this? It's her.

You must see it. A little bit. Or you wouldn't be sitting here--

You know my favorite feeling, ever? When I was thirty, playing racquetball at my peak. Me and the girls, goofing off all over the country. Then there's game day. That rush. Am I gonna win? The closest I'm gonna get to that magic? At this age? Is through her. Life only goes one direction, ya know? And how many more chances are we gonna get to do heart-pumping shit?

Yikes, these are bad. I'll call around, see what people are using. And we're working on ideas to help you stay with the boat. How you feeling? Ready for an overnight?

You look great. Hardening up. How's the shoulder? Still seizing on you?

I just want you to know, if you find yourself going someplace dark, or being hard on yourself--

Okay, 24-hour training swim. We all know the protocol with press and sponsors. And, everyone, this is the lovely Dee, our captain. Now listen, no one talks to Dee when she's at the helm. You got a question for Dee, you come to me.

Same goes for the swimmer while we're underway-- no talking, no joking with her. This is serious.

As we get close to 24 hours, you stop worrying about her overheating and start worrying about hypothermia. She needs calories, even if she doesn't want them. In '78, she lost 29 pounds in 41 hours. That is not normal. Ten pounds, fine, but... She's burning so much, if we can't get something into her gut, her body will start eating itself. So feedings every 90 minutes. But never tell her what time it is. And don't bump up against the ego. And don't yell at her. She doesn't respond well to tough love. But don't baby her, either. When she starts to hallucinate, go with it.

Check it out. Bartlett made you a lane. To help you stay close to us.

That is great, thanks Diana, to destiny! To you all! And to Cuba!

If we don't get out in the next couple weeks-- if the temp drops--

You are ready. I bumped into you in the kitchen and it was like walking into a brick wall. You don't want to burn out. Just sit still. Be patient. I know it's hard--

Hey. Cut the shit. All this me-me- me crap. I re-mortgaged my house.

Okay. We're doing this, Diana. And you're going to crush it. Onward!

So a normal person's eight. Jesus. You gotta communicate with me, don't just fight through it. Okay?

Holy Shit. She's having an allergic reaction! What the hell did you give her?

We all hate it. We're all mad. And I know you're suffering, but you did everything humanly possible.

Slow the pace! You're at 58 strokes a minute, bring it down a little.

I can hear it. The slap of her strokes. That is how psychotic I've become.

Okay. We won't touch you. Just come a little closer to the boat, babe.

I'm gonna pull you out. You can do a staged swim. It still counts.

Deep breaths. In through your nose. Out. In... Hey, hey, blink. Good. Now blow it out.

She wants to keep going. And she's stable. So tell me, how's our position?

Just read me our position. Speechless, he tears himself away to look at the charts.

The UMiami folks think the box jellyfish came up off the shallow reef when we left Cuba, so they're behind us now. And Bartlett says we haven't drifted too badly since you were making such good time before.

Listen. We can try. But you have to take it easy, okay? Slow. See how you do, one stroke at a time.

One goal. The next stoppage. That's all you think about, nothing else.

Oh... and try this on. Diana pulls on the makeshift jellyfish mask. It's pathetic.

No. No no no no no. You're not-- Breathe, Diana! Breathe! Jon Rose begins chest compressions, still pumping the O2. And Bartlett, stricken, watches Bonnie melt down. In sheer desperation, Bonnie leans close to Diana's cheek. She forces, despite every impulse in her body, her voice to stay calm, steady. Praying that somehow she'll reach her...

You gotta breathe for me, Diana, you gotta breathe deep. Diana-- in.

I know you have another breath in you. Don't you? Come on, come on.

I should've pulled her out sooner. I should've said, no, we're done.

When you say it's beneath you, that demeans all of us. Bartlett, Luke, Dee, Jon Rose, me. We worked hard--

And we were scared shitless! Do you know what that was like, for me?

No, you don't! I watched you die, Diana. For fifteen seconds, I thought you were dead. Because I said "okay, sure." I can't do that again.

I can't believe this is my life. This is my life. What the hell is wrong with me?

You have no idea how utterly exhausting it is to be your friend.

I told her I'd only keep going if we can protect her from the box. So what do you think? Is this crazy?

Jesus, she's a baby. The CNN REPORT cuts to Chloe's pre-swim press conference.

Look. I know we're taking a risk here. But shit. There's always gonna be some risk. And we've come this far. We gotta let her try.

What're you gonna do, go home, sail tourists around for the rest of the season? Come on. We're so close.

Send a Zodiac for her. Pull her out. I don't care what she says.

You tell Nico you don't care about his life. Tell that to everyone! To Bartlett, to me. Tell me I should die for this!

Maybe you're not done, but everyone's exhausted. And you majorly offended Bartlett. Nico needs to go back to work. He got a gig repairing A/Cs and he--

You really don't get it, do you? What this is like for us. The cost, the time, the emotional toll-- this has been years, Diana--

Exactly. My life! Which is why I'm done. I can't give any more to this.

I... I don't know! That's the crazy thing, I still don't know. What do I want? What do I want to do. But guess what? I get to decide. Not you.

This is not about you! This is about me, okay? You don't own my life! You don't even think about me. I can't just tag along with you-

Wish I could've killed him myself. I would've, if I had the chance.

I'd chop his dick off. Real slow. Dull knife. Granite cutting board. Let him bleed to death.

I'm gonna say a few things. I'm here on my terms, okay? I'm here because I've thought about it, and you know-- you've been my person since we were, what, thirty, running around like idiots. We do things together. The fun shit. And the hard shit, too.

We're getting old together whether we like it or not. And if you die, I wanna be the last person you see. Don't die. But if you do, I'm gonna be there with you.

Okay. Diana, baby breast stroke over here to the boat. No no no, no splashing. Stay calm.

Diana, come in for a feeding! Hot chocolate to warm you right up.

I won't make you eat anything, but we gotta get some fluid down. Just four more ounces, okay? You're swallowing a lot of sea water.

No. That's not the sun, babe. Those are the lights of Key West. Diana. What I'm telling you is there's not gonna be another night. One more big push-- if you can really bring it-- you'll reach Florida today.

But there's still a long way to go. You understand? At least twelve hours. I need you to dig deep.

Diana, I need you to stay against the boat. Okay? We're not done. DIANA'S POV: everything's distorted. The boat is a BLUR, Bonnie is indiscernible, the swish of the water sounds like cosmic static. And she cannot see a thing. It's destabilizing, overwhelming, and strangely lonely... ON VOYAGER: Bonnie turns to Bartlett. A heavy LOOK. She's never seen Diana so unreachable. She feels the eyes of the crew, gripped by panic-- this is slipping away from them.

This is a fact. Now listen, all I need you to do is swim a little--

I'm not gonna touch you. Hey, we're in this together. We do everything together, right?

Forget what's going on-- all you have to worry about is taking a few more strokes, here with me. That's it. You think you can show me five good strokes?

The thing is-- I know you can. Because I know what a beast you are. I'm not gonna let you give up. You never let us give up, right?

You got this, Diana! LATER - WITH DIANA: Her arms are so heavy, and pulling herself through the surf is excruciating. But Bonnie's voice stays with her... and when she lifts her head... she sees...

We can't touch you, this is all you! Both ankles out of the water! Nobody touch her! Nobody touch her!

You know what's funny-- that poem. We've been reading it wrong. I heard a thing on NPR. It's not about living life to the fullest or whatever, it's about finding pleasure in tiny, mundane things--

Bonnie catches up to a furious Diana: twitch-y, stewing. But Bonnie won't indulge it. She hunts for her car keys.Diana is being loud, and a couple GUYS outside a PRETZEL PLACE turn and look at her. Bonnie keeps Diana moving.

A GOLF BALL rolls toward a putt-putt hole. It teeters on the edge, and then falls with a PLINK. A hole-in-one.Diana's playing mini-golf with LUCY, 80s, French accent, bird- boned and frail. Bonnie supports Lucy by the arm, helping her balance as she takes tiny steps across the astroturf.Diana hams it up, and Lucy giggles.Diana's face falls, she's stung, but before she can respond--Lucy smirks, gripping Bonnie's arm a little tighter.

That's why you give me the ball with the yellow stripe. So I win every time!

Diana and Bonnie return Lucy to her room, where a sweet nurse, CAROLYN, 40s, helps her into her easy chair.Lucy curls up, a bit shaky. Carolyn and Diana share a moment-- a warm, honest rapport here-- as Bonnie gets Lucy settled in.Diana does. She stoops to tuck a blanket around Lucy's knees.Diana stops. Though this comes up often, it hits her in the gut. But she peers up at Lucy, eyes shining, passionate--It's more kind than it is honest, and Carolyn melts a little. Bonnie, too. Diana lingers, perhaps wanting a hug... or wanting to say more... but Lucy just smiles and snuggles in.

Diana comes inside, and drops her keys on a cluttered entry table in an alcove. On the wall, FIND: a shrine to Diana's past life as a pro- athlete. LETTERS from supporters, tacked up. Framed ARTICLES. That iconic PHOTO of Diana in the Hudson. A huge OIL PAINITING of Diana on the Cuban shore in her swimsuit, holding a bugle. Fan art? Or perhaps... a commissioned piece? It's all three decades old, and it looks a little weathered. Her dog Teddy, a lab mix, pants at her feet. She reaches down to give him a scratch, and unwraps a rawhide from her bag.She trudges on, through her home... not quite hoarder status, but borderline. We follow her into...

Diana flops down onto her bed, face-first, jostling an embroidered pillow: Be the person your dog thinks you are.

The WHISH-WHISH-WHISH of an old-model treadmill. FIND Diana power-walking, drenched in sweat. Her little TV blares but she's not watching, just staring off, restless and bored. She cranks the incline without so much as a flinch.

On Diana's face UNDERWATER. She's lying in the tub, eyes wide open. She holds her breath for an uncomfortably long time. Her eyelids grow weighty, about to close... until she BURSTS to the surface, gripping the tub as she sucks in air.

Diana, wrapped in a towel, leafs through her messy closet. One long-sleeved t-shirt after another, with the occasional 'fancy' Patagonia in the mix. At her yellow Wide World of Sports blazer, she pauses for a second, thinking. She pushes it aside, and chooses a gray tee from some old 5k.

Diana, clutching her SCRABBLE box, tries the door, but it's locked, which surprises her. She does a WOO-HOO owl cry; their signal. Nothing. She KNOCKS, impatient. Finally, BONNIE appears, her dog Gus trailing. Before she can say a word--Diana barrels inside, and Bonnie hustles to catch up to her.DIANA'S FRIENDS SURPRISE! To Diana's shock, dozens of FRIENDS burst out from hiding, cheering and laughing. Silver-haired CANDACE ventures from a hidden corner, holding a cake with a big wax 60.Off Bonnie's knowing side-eye, we CUT TO:

FIND Diana holding court and absolutely loving it--She throws an arm around Candace, pulling her into the group.Off LAUGHTER, we PULL BACK to find the party in full swing. Gay couples, straight friends, kids. On an EASEL there's a blown-up PHOTO of Diana, mic in hand, in her gold Wide World of Sports blazer. GUESTS sign it, birthday wishes in Sharpie. CUT TO: Diana, crossing the room. Her eyes land on this PHOTO of herself, and she stops. She takes it in. Contemplative. Perhaps a bit unsatisfied. Until... she barrels off. And we CUT TO: Diana, with another GROUP, another story--ACROSS THE ROOM: Bonnie spots Diana in full performance mode, magnetic, charming, caught up in the moment. She swoops in.A wink, and Bonnie hooks Diana's arm, steers her off.It's true: as Bonnie leads Diana across the party, everyone's waving, rushing up to say hi, eager for her attention. But Diana slows when she sees, ACROSS THE ROOM: NINA, her ex, her WIFE, their baby in tow. They're all so chic, even the baby is in an adorable hat. Diana waves, whispers to Bonnie--Bonnie cocks her head, and over her shoulder, Diana spies ELISE, 50s, cute, in a blazer and colorful scarf.Diana frowns. Exactly.Diana huffs. Ha. And, coach-like, Bonnie turns to Diana--LATER. Diana stands with Elise, who's enthralled by Diana--Diana's beguiling. She makes everything sound so big and exciting and sexy. Elise, captivated, fumbles for an in...Elise gets nervous, it's so hard to match Diana's intensity.Diana cranks the enthusiasm. ACROSS THE ROOM, Bonnie notices.

Wow. That's amazing. I took my nephew to Disney last year. But I'd love to see... more of the world.

The first question everybody asks is: when do you sleep? You have to sleep, right? Wrong.

The party's cleared out. Bonnie rinses dishes as Diana paces--Diana takes this in. A second of vulnerability. But then--Diana peers at Bonnie, sincere.Bonnie shrugs, but she's touched by this.OMITTED

We track through the house, over the sound of COFFEE BREWING. In the KITCHEN: A fridge full of photos, dishes in the sink. And Diana, making coffee. Her phone RINGS, and she grabs it--OMITTED

Diana and Bonnie pack Lucy's things: dozens of ballroom dancing VHS tapes, notes, books. Lingering on a framed photo, Bonnie grows teary. Diana stops, and pulls her into a hug.Bonnie nods, better now. Diana turns back to sorting books. She picks up a worn one, its spine cracked. A dog-eared page.

Bonnie paces around Diana's cluttered, messy kitchen. She resists the urge to clean as Diana reads from the book--Bonnie digs in, clearing stacks of junk mail and magazines.Diana's on her own orbit, wistful, her thoughts churning--Bonnie chuckles as Diana stares off, pondering this...

Uli's Mary Oliver book is propped by the mirror, open to The Summer Day. Diana eyes it as she brushes her teeth, spits. LATER. In bed, Diana tosses and turns as Teddy sleeps at her feet. Something's gnawing at her. Finally, she sits up. OMITTED OMITTED OMITTED INT DIANA'S HOUSE - NIGHT ON A 1978 NEWS INTERVIEW: Young Diana, in her prime, swims through the sea. She's unstoppable. Graceful and powerful. PULL BACK TO FIND: present-day Diana, her TV illuminating her face as she watches the old VHS footage of her younger self. She relishes it. Then, she FAST FORWARDS a bit, until... ON THE SCREEN: Young Diana sits for an interview, post-Cuba failure, at a dock by the sea. She does her best to remain poised and professional, but she's crushed by grief.Young Diana, heartbroken, bites back tears. And our Diana stews as she absorbs this...

On a LOG. A hand scrawls a name-- illegible-- under lane 4. REVEAL Diana: in a swimsuit, towel slung around her neck, a furtive, don't-fuck-with-me look on her face. THE POOL. Diana finds her lane. Feverish with nerves, she watches a breeze ripple the water. Is she really doing this?She stands there, pondering the gravity of this moment, when... a DUDE, sinewy, zero body fat, JUMPS into lane five. Diana's eyes narrow, watching him. He's splash-y, but he's fast. She pulls on her swim cap, stuffs her hair in. And-- deep breath, shoulders back-- she dives into the pool. A SERIES OF: SHOTS: --Diana surges through the water. It's like riding a bike, it comes back to her, and she's a natural. --ON HER PHONE, poolside, she sets a 20-minute TIMER. --A few minutes in, her pace slows. Her strokes grow labored. This is humbling. Hard. But she keeps going. And we drift to:

A SPLASH, a SWISH, the CLAP of hands against water. We're in the POV of DIANA AT 5, in a kidney-shaped pool. Poolside, ARIS NYAD, 40, white dinner jacket, movie star looks, holds court with a couple slick-looking BUSINESSMEN over cocktails. No one pays any mind to Diana, who, unnoticed, wriggles out of her SWIM BUOY. A deep breath, and she dips under the surface and SWIMS THE LENGTH OF THE POOL. When her head pops up, she spots her dad, jaw dropped, drink sloshing, business forgotten. Absolutely awed by her ability.

A child's lap. A DICTIONARY foisted upon it. A finger pressed to a word. Diana at 5, wet bathing suit, wrapped in a towel, reads: 'NYAD.' She beams up at her dad, Aris, glass of Scotch in hand. He takes off pacing, manic, talking MOS, fired up.

DIANA AT 14 backstrokes across the pool. Her swimming is like a ballet... effortless and powerful. She's a bit of a show- off, smoking her TEAMMATES, but she was born for this. She peers up to spy COACH JACK NELSON, 30s, sipping a coffee, lingering over her lane. Amazed by her, she can tell.

On the EYES of Diana at 14, listening across Coach's desk.FIND Coach Nelson, smiling. He means it. On Diana: this moment is electric. Off her face, we shift back to...

Our Diana, in the pool, pushes herself to the edge. Finally, she surfaces. Exhausted, out of breath. The TIMER is still running, but Diana rests her arms on the lip of the pool. She dips her head, that voice inside her snarling: who the hell does she think she is? She can't possibly do this.

Bonnie sips coffee, her phone on speaker, cereal in a mug. She and Diana have breakfast "together," a morning routine.INTERCUT DIANA'S HOUSE: where Diana, ICE PACKS on her shoulders, devours a high-calorie FEAST. Yogurt, eggs, toast, fettuccine. She sips hot beef stew as quietly as possible.She dumps a jar of cold Costco marinara over her pasta. Plop.

--Another day, another pre-dawn sign in on the log. --Diana kick-turns, somersaults underwater. On the edge of the pool, her phone LIGHTS UP as she swims. BONNIE calling. --Diana sings a tune in her head, keeping rhythm with her breath as she counts strokes, full of determination:--NIGHT. Diana swims, strong. She shoots ahead and glimpses the sinewy Dude, eating her dust. Off her face, we drift to:

Then I saw you last night, you held my hand so tight// As you stopped to say hello // You wished me well, you couldn't tell // That I'd been crying over you // Crying over you.

You can smile// Every smile for the man who held your hand// 'Neath the pale moon light// But don't forget who's takin' you home// And in whose arms you're gonna be...

A hand grips the shoulder of Diana at 14, jolting her awake. In her groggy POV, find Aris, manic, looming over her. He's dressed from a night out, tipsy. He drags her out of bed...

On the shore, Aris points to the MOON. It's stunning.Diana at 14 peers out. She smiles at Aris. He's softened now.Aris gets close, yokes her neck with his arm, and pulls her in. Off the waves, rippling in the moonlight, cut BACK TO:

It's like a Picasso painting. See? Do you see now? This. This beauty. It is important to your life!

Miles of sea! The Bahamas. Cuba. Is a magical place... You can't see it, but it's so close you could almost swim there.

The shimmering surface of the POOL as Diana climbs out. A JANITOR, closing up for the evening, waves to her as she towels off. She waves back, thanks, and peers over the pool, the stillness of it beautiful. The overhead lights slowly turn off, one by one, leaving Diana alone in the darkness. We hold on Diana's face as she allows herself a little smile.

The rhythmic PLINK-CRACK, PLINK-CRACK of an aggressive PING- PONG match. Find Bonnie and Diana volleying. Bonnie's in heaven-- this is her game-- but Diana holds her own. Until... SLAM, a hit from Bonnie. Diana lunges, but Bonnie has scored.As they cross, close, at the table, Bonnie squints. Noticing something odd: a distinctive tan-line on Diana's face.Diana sets up to serve, her nerves ratcheting. But she hesitates, worrying the ball in her fingers.As Bonnie mutters, Diana scrounges up her courage: BONNIE Listen, it's great exercise at your age. Low impact, good cardio, easy on the joints. Hey, are you gonna serve? And then, before she can change her mind, Diana blurts out--This does not compute, and Bonnie blinks at her, stupefied.Diana moves to Bonnie's end of the table, doe-eyed, sincere. And Bonnie realizes, in horror-- Diana is totally serious.Diana hardens, pivots, and moves back to her side. She squeezes the ball, and serves it with a satisfying CRACK.Bonnie can't stand this. She lets the ball SAIL past her, and she meets Diana halfway down the table. Reeling--Bonnie is so floored that she bursts out LAUGHING.Diana curls her lip, growing frustrated.This touches Bonnie a little. Diana seizes on it, too hard.Bonnie shakes her head and hunts for the ping-pong ball.But Diana won't stop. Bonnie serves, hard.Bonnie huffs. Off her incredulous eye roll, we SMASH TO: OMITTED OMITTED OMITTED

A chyron reads: Puerto Morelos, MX. FIND a glum Bonnie, stooped, greasing up Diana's limbs with vaseline. Diana's in her swimsuit, goggles on her forehead, staring off regally.Bristly. Off Bonnie, clocking Diana's nerves...

Bonnie rides at the stern of a PANGA, holding on tight when a gust of whipping WIND blows her hat off her head, musses her hair. She frowns. She hates this.MIGUEL, a fisherman, 20s, is at the helm, trailing Diana who swims to their right. Bonnie watches Diana chug along... DIANA'S POV: The sound of BREATH: a long SIP on an inhale, a static WHOOSH of an exhale. A SLAP as each hand hits the water. Her vision is foggy, her sense of the boat distorted. She glances down as light filters to the sea floor. FISH stream by. She sings, oddly channeling Roy Orbison--When she breathes, she glimpses a blurry Bonnie, watching.And Orbison's own haunting, warbling version of "Crying" drifts in, carrying us through another SWIRL OF MEMORIES...

DIANA AT 14 sails down the lane. Coach times her. TEAMMATES watch from the perimeter of the pool as Diana HITS the wall. Coach clicks his watch, and-- the girls CHEER! Diana preens like a football player at the end zone. Coach grins, laughs--OMITTED OMITTED OMITTED

\* 51 --BEDROOM. Diana at 14 bangs out 1000 sit-ups. Her eyes are trained on a poster on the wall, "A Diamond is just a lump of coal that stuck with it." She takes this message seriously. she collapses back on the shag carpet, the endorphin release like a warm high, as her BROTHER AND SISTER, BILLY AND LIZA, BURST IN, SEEKING REFUGE. DIANA SITS UP and CORRALS THE KIDS.

\* 52 --LANDING. Diana creeps out of her room. She hears FIGHTING downstairs-- Lucy and Aris screaming. At the sound of a STRUGGLE, a SMACK, a SOB, Diana winces. From the stairs, she locks eyes with Aris as he moves to the door. We hold on Diana at 14, her face steely, as he leaves.

Bonnie wails on her WHISTLE, waving as Diana surfaces.And Bonnie sees, now: Diana's teeth are chattering. The wind has picked up, and it's clear that Diana's really struggling.Suddenly, tears burn in Diana's eyes, and, frustrated, she turns on herself. She cowers, tilted away from Bonnie.Bobbing in the sea, Diana looks so small, like a child. Bonnie's struck, unsettled by the way she's berating herself.TIME CUT TO: Diana fights through the pain. Her movements are stiff, labored. She wants to ignore the agony, to send her mind someplace else, but... her teeth are clanging. Her body's seizing up. She cannot move. It is simply too cold.Bonnie and Miguel hoist Diana onto the boat. She collapses in a shivering heap, and Bonnie wraps her in a towel, concerned.

Diana's in a robe, her shaking hands around a mug of hot tea.Bonnie's mouth is a thin, serious line. Diana reads this -- shit -- and her heart sinks. She peers at Bonnie, tentative.Diana nods and sips her tea, trying not to crumble.Hearing this, Diana's disappointment shifts to anger.Diana straightens, fuming now, still quaking from the cold.OMITTED

The sun is high, and Diana is a machine, gliding through the water. Bonnie peeks down at her watch, amazed at Diana's progress. She's unstoppable. Bonnie, pumped, cheers her on.

A pink-streaked sky. Diana's huddled, wrapped in a towel on the deck. She's beat, numb, swollen, chafed-- but so happy.Miguel fishes a couple Modelos from a cooler. They CHEERS, two beers and Diana's big Nalgene of water. And we CUT TO:

Bonnie sits with Diana at the stern as Miguel pilots home.Diana clocks Bonnie's little grin. She shakes her head.Bonnie sighs, but Diana is serious.This lands on Bonnie as Diana stares out at the sea.Bonnie sighs, tips her head back. God, what is she doing?

Los Angeles. As training kicks into gear, a SERIES OF SHOTS: -SOCAL AQUATICS CENTER. Early morning laps in the pool, and Diana's a machine. Bonnie's posted up in a lawn chair at the end of the lane. She sets down THE GIRL WITH THE DRAGON TATTOO and shifts to her training log, taking COPIOUS NOTES as Diana kick-turns and shoots back down her lane. OMITTED OMITTED

BONNIE COACHES DIANA THROUGH A SADISTIC CIRCUIT. SQUAT-JUMPS with a medicine ball. CURLS with dumbbells. BURPEES. Diana, dripping sweat, holds a PLANK as Bonnie times her, annotating her LOG with a sideways smirk...

Bonnie's in her chair at the end of Diana's lane. A giant SUN FOIL unfolded around her neck. Suddenly a WOMAN looms over--The woman balks, offended by this oddness, then stalks off. Diana finishes a lap and perks her head up from the water.

A chyron reads: St. Maarten. Out the CAB windows: LOCALS walk to church. A steel drum BAND plays in a park. Pastel homes whip by. They cruise past a cemetery with above-ground tombs.Diana is engrossed in the life story of the driver, JEAN- PAUL, while Bonnie pores over a binder of TRAINING LOGS.They've arrived outside a pink beachfront bungalow, and they climb out of the cab as Jean-Paul grabs their luggage.Jean-Paul peers between Bonnie and Diana. He sets down their bags. Finally, he nods his head, oui? He's with Diana.Diana slams the door. OMITTED

A cluttered, happy, family home. It's hot, fans whirring. Bonnie and Diana are welcomed by lovely ANNA, French, Black, 30s, her American ex-pat wife NAOMI, and their daughter MIA, 5. Mia's instantly fascinated by Diana, eyeing her...Bonnie notices Anna and Naomi as they move around the tiny space to help with luggage-- how physical they are, how touch- y, so comfortable with themselves.LATER Bonnie settles in, unpacking her training notebooks and logs. Diana barrels into the living room, evading a cackling Mia who's running around in a SHARK FIN hat. Diana flops down on the couch, exhausted. She holds up a pillow, "hiding."Diana peeks over the pillow to roll her eyes at Bonnie. They watch as Mia skitters in, hunting for Diana. It's very sweet. And then Mia TEARS back the pillow, laughing. Diana's caught.OMITTED OMITTED

Oh my gosh, we're so excited to have you. I haven't seen Nina in years but she and my mom still talk every week and we're always hearing about you.

Our home is your home. Right, Mia? Anna leans into Naomi. Off Mia's mischievous smile, CUT TO:

Diana presses an old-school cordless phone to her cheek.Off Diana, simmering in frustration.

A grotto dripping with hibiscus and bouganvillea. Here, they've made a workstation: notes, maps, a whiteboard detailed with crew, nutrition notes. Bonnie's marking it. Anna passes through with lemonade, and Diana hams it up--Diana nods, pondering this idea.

FIND Diana and Bonnie in a Zodiac with LUKE TIPPLE, 20s, a handsome Aussie shark expert. Two KAYAKERS hover nearby, demonstrating Luke's technology. Diana looks petrified.Luke smiles. And Bonnie frowns.Luke dumps a bucket of CHUM. And then he JUMPS IN, treading in the bait-strewn water. Bonnie looks to Diana, freaked--Diana sees it first: a FIN of an approaching shark.Luke treads water, oily chum swirling. The FIN approaches.She points to the shark, its dark silhouette closer now: it must be nine feet long, and it's headed STRAIGHT for Luke.The water is so clear that the shark is visible in all its detail: muscular body, shiny eyes, whipping tail, and TEETH. It glides right by Diana's kayak. Diana doesn't breathe, until... it suddenly ARCHES, BUCKS, and SWIMS AWAY. Repelled.He climbs back up onto the Zodiac, wiping chum from his abs.It's true. He lifts one to show her. ON Bonnie: fuck me.Diana nods but Bonnie knows: this is not reassuring.

To be clear, sharks don't hunt people. They don't want to eat humans. They want to eat seals.

That's why we have the shield. Two electrodes, each attached to a kayak, transmit an amplified signal. They hate it. Watch--

Don't worry, we've tested it. Tried it with a bloody horse's leg in the South Pacific. A dinner bell for sharks. They all turned away.

See, white light attracts baitfish and the sharks'll come swooping in--

The Ampullae of Lorenzini! Tiny sensory organs in their snouts. The electrical current messes with 'em!

Me and my divers, we'll be all eyes and ears, doing our sweeps. Ready if god forbid the shield went down. It won't. But if it did.

We won't harm 'em. Just a prod on the snout. So no, uh, weapons... We'll protect you, Diana, but you gotta remember-- it's their ocean. You're just passing through.

The red light was Nico's idea. We can't train a spotlight on you, that'd send all kinds of creatures after ya, but they don't like red!

Diana, what are you gonna do after you get to Florida? For a treat?

UMiami says it sounds like a box jellyfish. They shouldn't be here. These things can kill you.

I need one more try. Marcus, get in formation, now! Scare em off just in case!

Diana paces, on the phone, as Bonnie scribbles on the whiteboard. Bonnie chuckles to herself, listening to Diana--They high-five as Diana notices the whiteboard, packed with tiny scrawl, a crazy schematic: SUPPLIES, PRESS, TEAMMEMBERS.Diana nods, of course. Off her Cheshire cat smile, we CUT TO:

A gray sky over a windy harbor. Diana admires THE VOYAGER, a stunning 37-foot Catamaran tied up at a slip. JOHN BARTLETT, 60s, appears at the stern. He's a sharp, shoeless, acerbic hippie: salt and pepper hair, shark tooth necklace, weathered skin. He spots Diana, leans over--He smiles and reaches out for a shake.She barrels past his outstretched hand, all business.

Took me the better part of a decade. I re-drew the lines plan, like, seventy-six times. My wife thought I was freakin' out of my mind. But she is perfect.

The Gulf Stream is a raging dick. It's basically a fast-moving river in the middle of the ocean, going East when you want to go North. If you're not exceeding its speed, then you're going--

I'm sorry, what is this? Do you think I'm selling you? Or do you just have a hair across your ass?

You hired the wrong person. I looked up your old navigator from '78. America's Cup preppy asshole who didn't know shit about the Straits. You can have all the pedigree in the world but if you haven't sailed here, if you haven't put in your ten thousand hours-- these eddies, these counter- currents-- it's like getting a horse trainer to install your dishwasher.

Step outside with me for a second. He pushes open the door, hard, and Diana follows.

Nope. That is sand. From the Sahara, seven thousand miles away. That's what this wind will do.

What you wanna do has never been done. The course must be exact.

The axis of the Stream has to be calculated by someone who knows what the hell they're dealing with so the Stream will work for you, not against you. That means accounting for wind speed and drift and eddies against a variable current, re-computing every fifteen minutes. If you're off a fraction of a degree to the East, you're headed for Turks and Caicos. A fraction of a degree West? Texas. Or worse, you're spun into an eddy. So, choose the wrong dude again? No biggie, just might cost you your life. Sorry if that hurts your feelings, lady, but if you want a yes man? It's not gonna be me.

I'll be honest with you-- I dunno. I really don't. There's only a few days each year when the wind direction and Stream will maybe let a swimmer cross. Maybe. It's a tiny window, and even then, she may not finish. And your deal is all volunteer, no comp, we train for months and may not get a green light.

I've got three different forecasters, both for weather and the axis of the stream. One in Maryland, one in Washington, and one at the Miami Hurricane Center. I'm comparing their models--

And... it's Russian Roulette. We might have a window when this clears. Might. I'd put our chances at marginal to fair.

She's been swimming twenty hours. This is where we're supposed to be. When we stop for more than three or four minutes the currents screw us--

Toward freaking Africa. She'd have to swim double-time to make it up.

No. Any west vector I set us on... it's not gonna happen. We gotta call it.

Well that's where you're heading. Not Florida, okay? You're swimming, but we're not going anywhere. It's two steps forward, fifteen steps back. It's impossible. We gotta get you out. You can't fight the currents.

Hold her back as long as you can. My stick readings say the current's gonna be roaring in a couple hours.

Just hit hour ten, folks. Looking good. But watch out for icebergs.

She could die at any second and you want to know our position? What the hell are we doing here?

I'm trying to make a correction for a little north-easterly drift, but... I... I like our position.

She's making up time. We're 45.2 Statute miles from the marina. If she keeps going like this, we're gonna see Florida before sunrise.

All of my models say: no. We've got the Atlantic gyre stalled above the 17th Parallel, storm systems coming off the coast of Africa not to mention the Gulf-- we'll have nothing but huge peaks if we bump up against that damn east wind. This is not our window.

My models are good. I'm sorry, do you like the idea of a full-tilt current? Walls of seawater smacking you in the face? Puking your guts up as you get sucked east to the Bahamas? Does that sound like fun to you?

Look, it's not the only swim in the world. We could go someplace else. Guam is nice this time of year.

When are you gonna respect my expertise. Oh, that's right, you know everything--

Oh, well if Greg says so! Who the hell is Greg, I've never even heard of him, and this isn't his call--

I can't-- Does she think I don't want to get out there? Elke and I cancelled seven charters this month so I could do this. I'm just trying to look out for people's lives!

Jesus. And I mean, look at you. I watched you stand on that transom for forty hours straight, peeing over the side of the boat so you didn't have to leave her for a second. Does she get that? Does she ever say thank you?

Come on Bonnie. You choose her over your own better judgment. Every single time.

Christ, we're taking on water! Hold north. Shit shit shit! Dee! Dee!

But if you're calling to see if I'd go again... I just can't. I got shit going on. Mortgage to pay, gotta get back to work. You know, life catches up at some point.

Why is it so hard? Damn, it is so hard, isn't it? To be a person.

I'll tell ya, there was nothing like that feeling, the adrenaline rush of being out there on those days when we were just jamming, when you were going strong and the dolphins would start following you, and me and Bon and the team onboard were super in sync, thinking hell yeah, we can pull this off. This crazy thing we all believed in. That high. It was good shit.

Elke says we're already so broke, what's a little more broke?! But the greenlight is my call, capeesh?

Diana, everyone. We're officially on red alert. I think we have our window. Tomorrow, we go for it.

You think maybe Mother Nature just said, "Screw it, let's let her go?"

Why are they so close? What about the freaking state-of-the-art, high tech shield? Should you pull her?

Trying to take it on the chin. But don't tell her, okay? Not now.

Finally, we hit the Stream just right. It's sweeping her North. We just gotta keep her cranking.

We just hit 75 miles. This is as far as we've ever made it before.

An enclosure filled with MAPS, CHARTS, INSTRUMENTS, STACKS of NOTES. Bartlett's like a mad scientist, and this is his den. Diana looks bored as he traces a map with his fingertips.His jaw steadies. He's thrown by her, but curious, too...Diana glares at him. Then, she softens. Decides to be honest.She does it. She senses something: coarse, grainy.This lands on Diana. And he leans in, harsh, pointed.Diana purses her lips and squints up at him.

Diana barrels down the dock as Bonnie approaches.Diana charges on. But Bonnie clocks Bartlett, untying Voyager. He shakes his head, stewing, about to shove off.

Diana swims long laps in the sea, in her own world. Bonnie and Bartlett eat a picnic lunch on the lawn overlooking the beach, jerk chicken and plantains.Bartlett's quiet, sizing Bonnie up. She scrambles a little.He looks at her. He likes Bonnie, but he's unmoved.Bonnie fishes a couple beers from the cooler, passes him one.ON Bartlett: a serious nod. Quiet but for Diana's SWISH and SLAP. Bonnie lets him mull on this for a moment. Then...He chuckles, shakes his head. Bonnie steals a look at him. His eyes on Diana. And Bonnie just knows: he's in.

CLOSE ON: CHAFE. Skin marred with bloody wounds. Bonnie tends to Diana's neck, where her swimsuit has rubbed her skin raw. Diana's leaned back, in a towel, as Bonnie applies lanolin.Diana winces at the skin burn, but she nods, yep.Diana grabs the tin of lanolin.Bonnie reads Diana's ratcheting nerves, so she lets it go.

Find MIA, sitting on the floor with Anna, Naomi, and a bunch of little FRIENDS. The kids are rapt as Diana addresses them.GASPS. The kids, petrified, have a thousand questions. The little boy starts to CRY. Naomi peers at Bonnie-- what the fuck? Bonnie shrugs, apologetic, then stifles a chuckle.

The CREW bustles, preparing Voyager on the dock, adorned in a Secret banner and full of CNN journalists. Our crew is ever- growing: alongside Bartlett, Bonnie introduces a grizzled seawoman DEE, 50, thousand-yard stare, the driver--Bartlett leans over and whispers to a HANDLER.DOWN THE DOCK, a new kayaker, NICO, 19, Cuban descent, baseball cap, shy but strikingly attractive, stands with Luke and Diana as she tests a headlamp with a blinking RED light.CUT TO VOYAGER: Bonnie and Bartlett sidebar, quiet.CUT TO: Diana approaches the stern, where Bartlett has rigged a 20-ft pole off his boat. A streamer dips into the water.Diana looks at Bartlett, touched. An olive branch. We CUT TO:

Diana SWIMS, her headlamp blinking red. Below: the streamer unfurls, weighted so that Diana can swim over it. It's studded with LEDs, glowing RED. It's her guide. DIANA'S POV: she swims through the morning light, the thrum of her breath in her ears. And we drift back to...

Poolside, Diana at 14 doodles in her notebook. We glimpse, in ballpoint pen: a heart drawn around the words 'Coach Nelson.'

Diana at 14 sits across Nelson's desk taking copious notes.She nods, then flips her notebook to turn to a new page. For a fraction of a second, her "Coach Nelson" heart doodle is visible, and she tries to cover, to turn the page quickly--His hands graze hers as he pulls the notebook toward him. When he sees it, he laughs-- not at her-- more like a friend, brushing it off. But he doesn't pass the notebook back, and she feels hot, prickly, uncomfortable. Off her FACE, CUT TO:

Diana RETCHES violently into the toilet. Little Mia, eyes wide, perched on the edge of the tub, watches Diana intently.Mia immediately turns away as Diana continues to heave.Diana pauses at this question, considering for a beat.Mia takes this in as Diana YAKS again. Bonnie bursts in, no knock, phone cradled in her shoulder, she's got big news--Diana reaches up for a HIGH FIVE, her face in the toilet. Bonnie gives an excited Mia a high-five, too. Bonnie grins.

A chyron reads: Havana, Cuba. A SERIES OF ARCHIVAL SHOTS: --The Cuban flag hangs over a narrow street. Old American cars roll by. From a balcony, a WOMAN hoists a basket of fresh fruit on a rope pulley. Kids play STICKBALL below. -- Music spills through the streets. A small parade: PEOPLE on stilts with trumpets clamor through a park, past OLD MEN playing dominoes, past a mural: Todo por la revolucion! --On the Malecon promenade, the surf slams the huge sea wall. OMITTED

A room packed with REPORTERS and CUBAN OFFICIALS. Diana's front and center, answering in flawless, impassioned Spanish--ON Bonnie: she suppresses an eye-roll as Diana trills her Rs. Bartlett, beside her, pores over a weather CHART, concerned.Nerves simmer beneath her big, charming smile.

Havana. A team party at their pastel-hued rental house, their HQ. The gang is huddled at a table, lots of food and drink--She just glares at him and chews her food, silent.Everyone laughs. Diana peers around. She pipes up, sincere--More LAUGHTER. Maybe Diana feels a little judged, embarrassed at the response, or just plain nervous, but she jolts up.Bonnie locks eyes with Bartlett.Bonnie scoots up, throws an arm around Diana, brings it home.As a few plinks of RAIN hit the palm fronds overhead... OMITTED

Diana peers through a window, glaring out at a STORM.INSIDE. Bartlett's at the kitchen island, surrounded by charts and laptops. Tracking the storm. Bonnie hovers--Diana comes in from the porch, in a mood. They grow quiet.Diana takes this in, and then turns and heads upstairs.

We need three days of flat calm, in a pretty freaking unprecedented year for Atlantic hurricanes.

As rain pounds the windows, Diana works out on a mat, her jaw clenched. The door opens a crack. It's Bonnie, checking in.Diana doubles down, starts banging out burpees. And Bonnie just shakes her head and heads to the door.Diana huffs. She waits for the click of the door, then folds in on herself. She sinks down to her yoga mat, her head in her hands. For all her bluster, she is fucking terrified. NIGHT. Bonnie peeks in. Diana's asleep in her bed. Bonnie tiptoes, lays a blanket over her, quietly shuts the door.

ON DIANA, SLEEPING: Light dances over her face. It's the sun.Diana stirs. Bartlett's standing there, in the doorway.

I'm here with Steve Munatones of the World Open Water Swimming Association. Steve, you've said this kind of feat is like running ten New York City Marathons back to back to back... in the dark, with all sound drowned out. Total sensory deprivation.

To put Nyad's swim into context: there are 16 million people who do open water swimming. There are 116 people who have actually swum over twenty-four hours straight. But to go over 48 hours? That's only twelve people in the history of the world. Of those twelve, Nyad's in a venue with jellyfish, sharks, and the largest, fastest moving body of water in the world. And she needs to go 52 hours plus.

Would it be safe to say for Nyad to succeed everything has to go right?

In the interview to follow, Mary Oliver will tell us about her childhood, a dark one, marred by abuse, as well as her happier adult life, much of which has been spent on the beaches of Provincetown and in the forests of Upstate New York with her partner Molly Cook. She'll speak to the dichotomy of her poetry: how it contemplates both how to die, and, inextricably, how to live.

Diana, a robe around her swimsuit, looks in the mirror. Her adrenaline skyrocketing. She breathes. Whispers to herself--

A Cuban DRIVER shuttles Diana and Bonnie down a winding road.She searches for the sentiment, grappling to understand her own nature. But Bonnie gets it, and she puts it to bed.As they approach the pier, Bonnie and Diana see the waiting THRONG. So many people. They share a look. Wow. This is real.

A CROWD of press, families, fans. Professional photographers and kids with cell phone cameras. A huge Cuban flag stretches overhead. Voyager waits offshore, its Secret banner unfurled. Bartlett's up in his Nav cabin, Luke and another shark diver, MARCUS, are perched on the roof. Nico and a second KAYAKER watch from the water. Diana takes off her robe: Fearless Nyad printed on the back.Diana, usually a ham, is so nervous that she doesn't have any more words. She locks eyes with Bonnie, a signal.Bonnie passes Diana her BUGLE. She plays "Reveille" as Bonnie greases her body, applies chapstick to her lips. A tight hug--Diana pulls down her goggles from atop her swim cap. A SPLASH and she swims through the harbor to the cheers of the crowd.

A chyron reads: August 7, 2011. Diana freestyles between the kayaks. Nico, grins, ready to paddle in time with her.He says it with such warm sincerity, and Diana's touched. DIANA'S POV: from behind her eyes, we peer through the crystal-clear water... where light filters down in shimmering shafts... where a school of fish weave by... she's weightless as she soars over the sand bar. Awed by the beauty. She tips her head for a breath, and we glimpse the TEAM cheering: Nico beside her in his kayak... Bonnie on the transom. She finds her groove... and the team is with her. ON VOYAGER: ON VOYAGER, the crew has found their flow, too: they're cranking, adrenaline pumping, together in harmony, as they head into the challenge of the long night.Typically grim. Bonnie rolls her eyes. But once she turns, Bartlett cracks a smile. Even he gets a kick out of this. IN THE WATER: Diana swims on, effortless and happy. Drift to: OMITTED

A chicken-fight in the pool after practice. Diana at 14 is on her TEAMMATE'S shoulders. She topples the OPPOSING GIRL, and Diana jumps down. Underwater, her teammate grabs her hand. Squeezes it. Neither one lets go. A pulse shoots through Diana: a shiver of euphoria.

\* 99 A needle DROPS on a record. Diana at 14 turns to Billy and Liza, leading them in a silly, ecstatic dance party. The kids go wild, Diana tips back her head and laughs. We CUT BACK TO:

Blackness surrounds Diana. She's immersed in the void, the static roll and swish of the sea, eyes trained on the red LEDs below. But something's bothering her. She grimaces.

On Bartlett's console, we see: we're 24 hours in. At the transom, Bonnie feeds Diana pasta through a funnel. Diana's brow furrows, she's in pain. Rubbing her shoulder--A MEDIC sidles up to Bonnie, passes her several pills.Diana tips back her head, and Bonnie feeds her the pills. LATER. Diana's moving slower now, but she's going. Reaching, trying to soften her gaze... to be hypnotized by the quiet... But suddenly, Diana grinds to a halt. Her face crumples. She lifts her head from the water. Gasps. Her chest is tight.It's hard to speak. It takes all her strength not to panic.ON VOYAGER: Bonnie snaps to awareness.Bonnie clocks Diana's flushed face, her heaving chest. Somehow she attempts to swim on. Bonnie's beginning to panic.When Diana turns to Bonnie, her REACTION intensifies. Diana's trembling. Disoriented. She SUCKS in air. She CANNOT BREATHE.Bonnie scowls at the Medic, who shrugs, helpless, totally shocked. Bonnie fumes. Off Diana GASPING FOR AIR we SMASH TO: DAY. DIANA SWIMS ON. PAINFULLY SLOW. HER BODY IS FAILING HER. DAY. ON VOYAGER: BARTLETT COMES DOWN FROM THE NAV DECK. HE LOCKS EYES WITH BONNIE. HE SHAKES HIS HEAD. HER HEART SINKS.Bonnie sips on this uncomfortable truth. She watches Diana suffer, pause, fight for breath. She will never quit. But Bonnie has no choice. She blows her WHISTLE. WITH DIANA: pickled and weary, she paddles toward the boat. She spots Bonnie on the transom. Diana reads Bonnie's face. Her lips tremble. Fuck. She knows. This is bad. Closer now...Diana does, but her focus is all wonky, her eyes are cloudy.Bonnie freezes up, suddenly rendered speechless by the raw pain on Diana's face. She doesn't want to crush her friend.Bonnie wrestles with how to put it as Diana turns her back to the boat. Bonnie's stuck. And, seeing this, Bartlett rushes over. He crouches down, addresses Diana, serious and tough.Bonnie sweeps back in, softer, on Diana's side.Diana hovers, silent. She's heartbroken. Pissed. Off her anger, we CUT TO:

CLOSE ON: a notebook page. 28 hours, 42 minutes. PULL BACK to reveal Bonnie's training log. Diana lies beside her, hooked up to an IV, oxygen mask over her face. Diana's covered in blankets, absolutely seething.A long, quiet beat, and then, incredulous, Diana pipes up.Bonnie looks at Diana, reading what she's thinking. Agape, Bonnie lets out a sharp HA! Holy shit. And we CUT TO: OMITTED

A chyron reads: Havana, Cuba. September 23, 2011 Here we go, again. At the launch, Diana hugs Bonnie.

We're underway. Voyager trails Diana, kayaks at her side. Bonnie shows around JON ROSE, 30s, buff, tall, all business.Bartlett leans over from the Nav Cabin, above. Stirring his instant oatmeal, he gives Jon Rose a little wave.As Bartlett and Jon Rose shake hands--But it makes her laugh as she turns to Diana, in the water.Diana shoots Bonnie a thumbs up and keeps trucking.Bonnie rolls her eyes. NIGHT. DIANA'S POV: underwater, a void of darkness tinged red by the eerie light of her LED lead. She peeks up at the moon and the billions of stars sprawled out. The milky way PULSES, like it's BREATHING. She takes this in, singing to herself, a slow, trippy rendition of "Save the Last Dance for Me."Suddenly the STARS tumble down, falling into the sea. PLOP PLOP PLOP-- diamond raindrops! The sky has become the sea and the sea is the sky, and she's one with planet earth. She swims on, surrounded by diamond-stars. They start to undulate and breathe, too... iridescent pouches suspended in the water... translucent and glistening. There must be hundreds of them. The sight is mesmerizing. Diana smiles. IN REALITY: we see what Diana does not: this is not a poetic fantasy-- Diana is surrounded by THOUSANDS OF TINY JELLYFISH UNDER THE WATER. She's just too tripped-out to realize it. ON VOYAGER: Bonnie's at the transom, making nutrition notes in her log, when Diana's piercing SCREAM breaks her focus.Her blood-curdling CRY reverberates across the water. Bonnie and the HANDLERS rush to the stern. Diana is FLAILING.Various CREW echo Bonnie's command so the word spreads as Diana fights her way to the boat, jerky, jaunty, desperate.Jon Rose SPLASHES into the water. His headlamp illuminates the sea in staccato flashes of red. Then... he notices them. Strange sparkling pods, like sugar cubes... everywhere.Jon Rose is chilled-- he's never seen anything like this-- and now he registers: on Diana's face, clear TENTACLES stuck to her. Little twitching threads reaching over her LIPS.Jon Rose RILES in pain. Fuuuck. It got him too.Jon Rose reaches for Diana, but she bucks away.As Diana labors to tread toward Bonnie... CUT TO: Diana floats on her back near the transom, now. Her body's limp; she's slack-jawed. Shapes swirl around her. A cacophony of sounds. Bonnie's FACE. HANDLERS on a Zodiac. A STETHOSCOPE. Her eyes want to close, her head lolls.ON VOYAGER: Luke's on the SAT phone with UMiami as Marcus preps Epipens. Bonnie leans over from the transom. She stares at Diana, who can't hear them. Diana's eyes are frozen, eerily calm, fixated on something only she can see... DIANA'S POV: a whipping BLADE, like a boat's propeller. IN THE WATER: Jon's wind is knocked out of him, but he sees that Diana is slipping away, and he barks to the Medics.Marcus passes Bonnie an Epi pen.Bonnie stabs Diana's thigh with EPINEPHERINE. Marcus passes Jon a pen and he injects himself, twice. But he's fading...This lands on Bonnie like a gut-punch. She turns to Diana.NAVIGATION CABIN: Bartlett clocks the chaos as Diana refuses to get out. He comes down--Marcus and Bartlett hoist a shaking Jon Rose onto the boat. ON THE TRANSOM: Bonnie's pleading with Diana--Ever-cool Bonnie is LOSING IT as Diana glares, fierce, her face swelling. Luke rushes over, stoops to take Jon's pulse.Jon's splayed on the deck. Marcus gives him an oxygen mask.Bonnie watches Diana tread water, withering, miserable. She's both awed and disturbed by Diana's insane perseverance.Bonnie takes big, deep breaths, and Diana copies her.Bonnie absorbs this as the oxygen mask arrives... CUT TO: Bonnie in the Nav cabin with Bartlett, looking beat.Bonnie glares at him, deadpan.

Swear to God, that's the toughest person I've ever met in my life. IN THE NAVIGATION CABIN: Bartlett checks a chart marking Voyager's position. He does a double-take, then re- calculates, verifies his work. He shakes his head in disbelief, watching Diana push through.

The shield couldn't have... gone down, right? That would be bad.

24 hours in. From Bonnie's perch on the transom, Diana is drinking fluids through a straw, now wearing a thin non- neoprene rash-guard top.Diana's warped, in an altered state. She puts on her goggles.Bonnie looks around at the sullen, tense crew. They're exhausted and a little disturbed as Diana starts the crawl.She CLAPS, and spurred by her, the others join in. APPLAUSE as Bonnie, heart in her throat, watches Diana go... DAY. A few hours in, Diana is clipping along. She's got her stroke back. The weather is clear, and she moves-- fast. ON THE DECK: Jon Rose sits, a wreck. Ruddy, bleary-eyed. He watches Diana swim, and turns to a grave-faced Bonnie.ON THE TRANSOM: Luke's got a SWIM CAP he's sliced up, with slits for eye holes. He scoots over to Bonnie to show her.He stretches it over his face. It's a bad Spiderman costume.Bartlett leans out from up the Nav Cabin.He holds up his hands and pivots away. On Bonnie: Holy Shit. EXT - VOYAGER - OCEAN - LATE DAY Diana chews a peanut butter banana. Bonnie leans in--Bonnie reaches for a roll of DUCT TAPE. In her teeth, she tears a long piece with a RIPPP and then sticks it to Diana's head, so her mask is connected to her collar and cap.EXT - VOYAGER - OCEAN - NIGHT Diana's swimming, slow and steady, when suddenly-- she WAILS. She's been stung again. On Voyager, Bonnie lurches up.The team springs into action-- the medical Zodiac zooming out to her, Bonnie SCREAMING into the radio--The paralysis comes on faster this time. With more venom in her system, Diana's limbs slow. She SCREAMS, but her jaw hangs open, her cheeks flush, eyes stare straight ahead. HER FACE IS PARALYZED. As her eyes roll back, and we drift TO:

A banner reads: State Championship Prelims. A huge pool, bleachers FULL of spectators and serious-faced judges. The Pine Crest girls huddle around Coach Nelson who gives them a MOS pep-talk. ON Diana at 14: he plays his words to her, their eyes locked; she feels so special. CUT TO: IN THE WATER: Diana's off like a bullet, backstroking down her lane. She destroys her opponent, THE BUZZER sounds. Coach cheers like crazy. Her TEAM goes wild. She has won her trial!

Through the eyes of Diana at 14, lounging in a big recliner, we take in a team party at Coach's plush McMansion. GIRLS play Parcheesi with Coach's TWINS on the carpet, others watch TV. His pretty WIFE replenishes a huge spread of food. Coach notices that Diana's nodding off, spent after her trial.

Diana's POV: we head down the hall and peer in at a pristine guest room. A silky duvet, a bunch of decorative pillows.

Diana lies sideways across the bottom of the bed, resting on the comforter. Her body's drained. Her eyelids flutter closed. A CREAK. The door opens, then closes with a CLICK. It LOCKS. Diana turns to see Coach Nelson standing over her. Before she knows what's happening, he's on top of her. She GASPS, horrified and betrayed, and we CUT TO:

Our Diana lies motionless on Voyager's deck, unconscious. Bonnie's knelt over her, panicked. Bartlett stoops, terrified, as Jon Rose forces an oxygen mask on Diana, presses a stethoscope to her chest. But Bonnie doesn't move. Because she sees... Diana's LIPS ARE TURNING BLUE.Searching for a heartbeat, Jon Rose looks to Bonnie.ON BONNIE: holy fucking shit. She grabs Diana's wrist, her eyes dart to her watch. But... nothing. No heartbeat, no pulse, just this limp wrist in her lap... Diana is gone.And shockingly, mid-compression, Diana draws in air but HOLDS IT. She doesn't exhale. Diana is so still. It's BIZARRE.Finally, the oxygen mask fogs with Diana's breath.She's alive. Sort of. Her cloudy, far-off gaze on Bonnie. Bartlett notices her shoulder muscles TWITCHING in rhythm.Off Bonnie, shell-shocked, spirit ripped to shreds.

Diana, draped in towels, is still totally fucked up. Her face is disfigured by the jellyfish stings. Like her flesh has been eaten by acid. Bonnie grips her hand as Jon Rose applies iodine to Diana's wounds. She twitches.On Bonnie, shaken, as Diana mutters, trance-like--

Diana's sitting in a hospital bed, face swollen, IV, but well enough to devour a jello pudding while arguing with Bonnie.Diana chucks her empty pudding cup at the trashcan in the corner. It bounces off the rim. A muscle tics in her neck.Bonnie's head falls to her hands, and Diana grows desperate.Diana looks at Bonnie, a glimmer in her eye. ON Bonnie:

A chyron reads: Los Angeles. And Diana's back in the pool, struggling to wriggle into a FULL PROTECTIVE SUIT while treading water. Kicking, wrestling, it's tight, cumbersome--REVEAL Bonnie, standing poolside with DR. ANGEL YANAGIHARA, 30s, chic glasses, the world's leading authority on the box.Bonnie shudders, agonized, watching Diana thrash in the water. Angel cocks her head, eyeing these two women. Then--Bonnie, hopeful, doesn't breathe. Angel's eyes narrow. Then--Diana, ecstatic, determined, goes back to wrestling with the suit. And Angel leans in, toward a grateful Bonnie.

Box stings cause epinephrine to spike. She's lucky she didn't overdose.

Here's the thing. She can't get stung again. You don't build up immunity to the venom, it works the opposite way. So there cannot be a next time.

The suit-- I designed it expressly for this purpose. It'll help. But, yeah, I'd say this is pretty crazy.

Then don't. But you will die. The gravity of this lands on all of them. Diana, treading water, looks to Bonnie, then peers up at Angel, doe-eyed.

You have to wear it. Just til dawn, then we'll be out of the woods.

Diana's walking on her treadmill when her garage door rattles up. Reveal: Bonnie. She charges in, her face grim, beelining straight to the little TV in the corner. She turns it on.As Bonnie scrambles to find it, Diana reads her anxiety.ON CNN: A reporter tells us about another Cuba-Florida swim.Diana stands straddling the moving treadmill as it runs, eyes glued to the screen. Bonnie cranks up the volume. ON THE TV: CHLOE MCCARDELL, a gorgeous, blonde, Aussie swimmer, 20s, arrives at Hemingway Marina in a pink Cadillac, waving. She's met by a jubilant press-- they love her. Diana's heart sinks to her stomach.Bonnie waves her hand, shushing Diana, who's losing her mind.This makes Bonnie's blood boil. Diana roils, too.Bonnie shoots her a glare. But she also kind of gets it.We watch as beautiful young Chloe JUMPS into the water...

It's the hardest swim in the world. No one has been able to do it. It's like winning the World Cup, or getting a gold medal at the Olympics, possibly harder, because no one's been able to do it!

We have the strongest team with the best expertise... that's ever been put together. And that's our biggest advantage.

More started hitting me... I had one coming out of my mouth! This tentacle... I was pulling it out of my mouth... I don't even remember it, my

QUICK CUTS of Diana and Bonnie, camped out by the TV, as they await news of Chloe's swim: They watch CNN, eager. They play a game of Scrabble. They stress-eat ice cream, straight from the carton. Bonnie takes a power nap as Diana remains vigilant, eyes on the TV.

Takeout boxes litter the coffee table. The Scrabble game has been finished and forgotten. CNN blares, and Diana's laptop is open to Chloe's WEBSITE. She surveils it as Bonnie grabs a snack from the kitchen.Bonnie races over. Diana tilts her screen so she can see.Bonnie's jaw drops as the possibility dawns on her. And then--She notices that CNN has cut back to their Chloe coverage.They look at each other. And they can't help but CHEER! BONNIE AND DIANA YES!!!!!

We're getting word that Chloe McCardell's swim has just been aborted-- more detail to come--

Bonnie dozes with Teddy, but Diana hasn't slept a wink, she's glued to the news. Waiting for this moment. ON CNN: A REPORTER interviews a traumatized Chloe from her boat.On Diana: eek.kayaker told me... I was begging them, I needed to get out. At this point I was paralyzed, in a ball. And it was sundown... it was just the start. It was only going to get worse. (disturbed) I'm not coming back. That's it. Anxiety sets in. She jostles Bonnie, tries to wake her up.

A chyron reads: Havana. HQ is up and running again, and the whole team is back together. Angel has joined, too, though everyone's quiet, tense, because a heated debate is underway--And now Bartlett has had enough of Diana's attitude.Dee shoots Diana a searing look. Don't drag me into this. And at this moment, Bonnie comes in from outside, hauling supplies. She's playing catchup as the argument roars on--Bartlett throws his hands up, this is absurd, storms off. And Bonnie darts a look to Diana-- whoa.Diana pivots and tears away, leaving Bonnie at a loss. HALLWAY. Bonnie hunts for Bartlett. She hears him behind a door: is he crying? No, she realizes he's COUGHING, muffled.He bursts out, his face flushed. His eyes a little watery.Bonnie sighs, weary. He's not wrong, but it's complicated.Off Bartlett's withering stare, we CUT TO:

August 20, 2012. A full-on TROPICAL STORM rages. On Voyager, the crew scrambles to institute Storm Protocol. Bartlett leans over and shouts down to a freaked Bonnie--Bonnie cringes. She knows. WITH DIANA: Five-foot waves crest around her, swell after swell... she's smacked by the force... she's pummeled by rain... she's wrapped too tight in her nighttime jellyfish- proof SUIT.... a tangle of LIGHTNING lights up the sky. Diana fights through it, deep in the recesses of her mind: OMITTED

A shell-shocked Diana pads down the hall in a stupor. KITCHEN. Diana sinks down at the table, surrounded by her chattering teammates. There's a huge BANANA SPLIT, her favorite. She picks up a spoon, but she can't eat a thing. Diana feels eyes on her. It's her teammate, SUZANNE, 15. Diana quickly looks away. Suddenly: hands grip Diana's shoulders. A squeeze. It's Coach, behind her. Diana, frozen, stares down at the banana split. Her POV fills with rage, which drags us BACK TO:

Booms of thunder. Roaring wind. The storm has gotten worse... waves SMASH around Diana... the chop is extreme, the current pulling and pushing on her body like a leaf in the wind... Diana's vision is saturated with RED light... She opens her lips to breathe and is choked with seawater. She GAGS. ON VOYAGER: Bonnie strains to spot Diana as she dips in the churn, her red light DISAPPEARING for a long stretch... Voyager's Secret banner whips, wind-battered. The boat rocks. The kayaks thrash like toys. On the stern, Bonnie and Jon Rose HOLD ON as they porpoise up and down. Thunder CRACKLES.Bonnie WHISTLES hard. And now an alarm sounds, a SIREN. IN THE NAV CABIN: Bartlett's shouting through a window to Dee-AT THE WHEEL: Dee, steely, ignores Bartlett's spinning. She grits her teeth and drives on amidst the chaos. ON THE TRANSOM: A KAYAKER rushes in, exhausted and freaked. But Diana refuses to get out, and Nico stays with her.Bonnie SCREAMS into the storm. But suddenly-- Diana's gone.He's so loyal and devoted. Bonnie could kill him. WITH DIANA: she finds her stroke and FIGHTS the current, desperate to get closer to Voyager. She battles the waves, kicking and punching and pressing with everything she's got. Finally, over the white-tips, she spots Voyager. She's exhausted, but she has made it back. 128 - 134 OMITTED 128 - 134 OMITTED

On Voyager: find Bonnie, flooded with relief when she sees Diana's blinking red light in the darkness. There she is.Over her shoulder, Diana she sees the Zodiac gunning for her.Diana turns to see sweet Nico, soaked, in his kayak.This stops Diana cold. She suddenly looks so tiny, bobbing in the waves. After a moment, she softens, she nods. Okay. And here's the Zodiac, ten yards away, now five. Diana moves to it, surrendering. On her FACE as the grief sets in...

CLOSE ON: a pen gliding across a paper. 51 HOURS 5 MINUTES. 55.4 miles. PULL BACK: Bonnie peers out. The sky is bright, the water calm. Diana's splayed out on the deck, getting treated. And Bonnie's eyes close. She's spent, just done.CLOSE ON A: TELEVISION: SCREEN: Brian Williams frowns, kind, genuinely sorry.OMITTED OMITTED

DIANA wakes up at five a.m. with a start. Forgetting where she is, she realizes that she's home, by herself. She sags. A chyron reads: Los Angeles.--Diana stands at her kitchen window as it rains, sipping a cup of coffee. A couple of forgotten wind chimes clink together. A trio of flags -- US, Cuba, Pride-- hang outside.

Her attempt to be the first to swim from Cuba to Florida has ended.

Diana Nyad, just a few miles shy of setting a record that's eluded her for decades.

Breaking this morning, victory ahead as Nyad finishes her 111-mile swim. A dream, really, that was 35 years in the making.

Bonnie leans into Diana's gym, calm, as Diana exercises. Bonnie's trying to deliver news, gently but clearly.Bonnie bristles. Diana's refusing to hear her.Diana barrels into the kitchen. Bonnie follows-- now she's getting pissed.Diana curls her lip.Diana stops and stares out the window, shaking her head. Just when Bonnie thinks she may have gotten through to her...Diana blows past that and seizes the air.Bonnie's kept her cool, but now, furious, she SHOUTS--Diana's muttering now, not hearing Bonnie.Bonnie watches how trapped Diana is, caught in her own loop.Gauntlet laid. It's heartbreaking and infuriating, but Bonnie takes a moment to make sure she's absolutely clear:Bonnie lets this land, and she turns on her heels and leaves.

A SERIES OF SHOTS AS DIANA TRAINS ALL OVER AGAIN: --POOL. She swims laps. When she surfaces at the end of the lane, she half-expects Bonnie to be there. But she's alone.

Diana dead-lifts weights. Moves through a vinyasa on a mat. Jumping jacks. Reveal a hot trainer, RYAN, 20s, egging her on. She complies, but he bores her to tears. OMITTED

--BEDROOM. DIANA bangs out pushups and crunches on the floor. Exhausted, she lies back on the carpet, panting. OMITTED OMITTED

A POSTER OF DIANA, "keynote speaker," hangs in a mid-range hotel. Diana stalks past it, down the hall to her room, where she tries her keycard. The reader won't work. She grows frustrated. With each try, angrier at herself, rage bubbling--Her head snaps up. A COUPLE dentists have just witnessed this. They stand there, uncomfortable. Diana's mortified. She tries the key again-- and it works. Of fucking course.

At a PODIUM, Diana speaks fervently to a DENTAL CONVENTION. A SLIDESHOW is projected on the wall. A click, a PHOTO: Diana suited up at the Hemingway Marina, preparing to dive in.Click. Diana lands on a photo of Bonnie feeding her from the transom. It stops her. A pang. But she keeps it moving--Click. ANOTHER Bonnie photo, Jesus. Bonnie stands sentry on Voyager, watching Diana as the sky turns dark. Always there.Diana blinks. She misses Bonnie so much. CLICK. The next PHOTO: post-storm, Diana's been pulled from the sea, swollen and exhausted. She lingers here, struck by the image. She stares at it. And when she speaks, it's softer, honest...She peers out at the sparsely populated room, the faces of the ATTENDEES, half-listening to her. A hitch in her chest.Emotion is creeping up on her. If she's not careful, she might cry. So she tries to deflect with humor--A few laughs, and then, she can't help it, her facade drops.Diana's churning. Off her steely gaze as she peers out...

A hand flicks Venetian blinds CLOSED. ON DIANA AT 14. We stay CLOSE on her face as she's jostled. Her head bumps against the back of the wall ever so slightly.

Diana at 14 walks out of Coach's office, in a daze. She nearly slams into Suzanne, her teammate, who is headed in.Diana looks-- her uniform is untucked in back, rumpled at the waistband of her skirt. She panics. About to deflect, but... she sees recognition in Suzanne's eyes. Sadness. Her own pain, mirrored.Suzanne reaches over to straighten it for Diana.

Diana at 14 stands at the edge of the pool, peering into the water. She peels off her clothes, and DIVES IN. She hugs her knees to her chest and lets herself drop, sinking like a stone. She holds herself here, at the bottom of the pool, and then she SWIMS to the surface, and bursts through powerfully.

Tucked in bed with Teddy, Diana presses her phone to her cheek. She looks a little nervous as it RINGS. INTERCUT:

Bartlett dozes in bed, stacks of detailed maritime blueprints rest on his chest. He stirs, reaches for his ringing phone--He's surprised to hear her voice. He sits up. His wife ELKE, reading beside him, senses the tenor of the call. She gives his shoulder a squeeze as she rises, sweetly, and slips out. We see: on his nightstand, a pharmacy worth of PILL BOTTLES.He takes a long, labored breath.Quiet on the line. Bartlett reads her. He ventures...The way she says it is a bit fatigued, spiritless, not full- throttle Diana. Still, it makes him laugh.Diana's quiet, taking this in. Processing that...Bartlett laughs, which becomes a cough. He covers it.This simple truth lands on Diana. For some reason, it makes her want to cry.Diana takes this in for a long, wistful moment. Bartlett, too. They're quiet together. Then, as if catching themselves--Diana waits and listens for the click of the phone. We stay with her, all alone in her bed, her heart aching...

Bonnie returns home to find Diana, sitting on her stoop. Diana's slumped, resting her head in her hands, oddly humble. Seeing Bonnie, she perks up, assumes her usual posture.Bonnie's unconvinced, anticipating the sales pitch at any moment. But she sinks down beside Diana, testing this. A long, silent beat. And then, tentative...Bonnie really looks at Diana. Reading her. There's more here.Diana laughs. She loves that Bonnie's thought of this.But tears burn behind her eyes. Diana drops her guard.Diana breaks, and Bonnie wraps her arms around her. Tight.Diana takes this in. It's so kind, and she believes it.Relief settles over them as they separate and regroup. Diana rises, dusts herself off, and offers Bonnie a hand.Bonnie stops, braces herself. She waits for it, the ask. But--Diana smiles. She waves as she takes off. Off Bonnie, moved by the modest humanity of this.

A chyron reads: Havana. Diana greases her own body down with Vaseline, instructing a FISHERMAN at his panga on the sand.He understands, but he shoots her a look: seriously, lady?

Bonnie's reading the paper, eating cereal from a mug. She reaches for the phone to call Diana, but then... she remembers. She deflates a little. She looks to her dog--

- DAY Bonnie drives, scanning the radio. On NPR, a WOMAN's gravelly voice. Something about her words grip Bonnie, quasi-familiar.Oh, Jesus Christ. Mary precious life? Oliver. Will you give me a break with this-- That poem, go figure. Bonnie reaches, about to twist the radio dial-- to just turn this shit off-- but...Despite herself, Bonnie hits her blinker, exits the freeway.

// Doesn't everything die at last, and too soon? // Tell me, what is it you plan to do...

Diana's at the kitchen sink, gulping down water after a workout. A KNOCK on the door stops her. She goes to it. On Diana's face, shocked, as she sees: Bonnie's standing outside with a suitcase. Before Diana can utter a word--Bonnie holds up her hand, she's not done. And Diana quiets.At this, Diana bursts forth and HUGS Bonnie, hard.

The team is back together. Nico, Jon Rose, Luke, Dee, Bonnie, Diana, all reunited, celebrating. Then, Diana turns to see... Impossibly, it's Bartlett, sauntering in. He waves. Diana's mouth falls open in disbelief. OUTSIDE: beautiful Voyager is tied up at a slip on the dock.Diana turns to Bonnie, who shakes her head, just as shocked as Diana is. Diana smiles to herself, amazed.Ecstatic, Diana pulls Bartlett into a hug, surprising him.

Diana dons her new gear from Angel: an improved mask, a connected retainer-like mouthpiece, goggles and cap, and a full body suit. She faces Bonnie. Bonnie gapes: Um, wow.At this moment, Bartlett barrels in. Diana braces herself.Everyone CHEERS! Off Diana, thrilled, but also terrified. OMITTED

Very little press this time, just some scattered fans. Diana eyes the water, where Voyager waits offshore, the whole team. As Bonnie greases down Diana's limbs, she hypes her up--But Diana's a bit pensive, her facade has dropped...Diana straightens, touched by this, buoyed by it. And Bonnie comes in for a quick hug.A chyron reads: Havana, Cuba. August 31, 2013

Diana swims, cranking along. Not a cloud in the sky. Bonnie sits on the transom, tense. From above, Bartlett calls--Bonnie crosses her fingers and looks to the sky. LATER. On Voyager's roof, Luke and Marcus sit in beach chairs, warm in the sun, their wet suits pulled off their shoulders. Shooting the shit as Diana cruises... But Luke goes silent. His chair creaks. He straightens. Marcus sees what he sees: a FIN slicing through the surf. And then ANOTHER. Headed straight toward Diana.Luke watches the shark hesitate, but then it sails on, undisturbed... PAST THE SHIELD. And Luke's face falls.IN THE WATER. Diana chugs along, none the wiser, Nico to her side. No sense of the impending threat behind her. DIANA'S POV: she catches a blurry sense of Bonnie standing sentry on the transom, the rock of the waves, the dip of Nico's oar in the water. She swims on, counting strokes.ON THE NAV DECK. Bonnie uses binoculars while Luke and Marcus suit up: pulling on MASKS and huge four-foot FLIPPERS.THROUGH THE BINOCULARS: the SHARKS are HUGE. Fifteen feet long. Their MUSCULAR bodies, compact and fierce.SPLASH, SPLASH! Luke and Marcus plunge into the sea.IN THE WATER: Luke bobs up between Diana and the sharks, thirty feet away now. He's holding PVC pipe with a hard ball affixed to it. His shark-abatement tool-- Bonnie frowns--Bonnie pulls on her whistle, HARD. She signals Diana in. Diana clocks the tension in ever-cool Bonnie. She turns--And sees THE SHARKS. Their meaty fins, their dark bodies just below the surface. Big and moving in fast. Diana's jaw drops.Diana's eyes are wide. She doesn't breathe. She starts to paddle over, but she kicks on instinct, freaked, FLAILING--It's excruciating to achieve this slow swim, not disturbing the water with any churn. Diana's eyes are locked on Bonnie.But of course, she can't resist now, Diana turns her head to see: those FINS, slick and rippling, closer now. UNDERWATER: Luke adjusts the cable connecting the kayaks. But he struggles, and the cord SLIPS THROUGH HIS FINGERS... no choice, he must POP up for air. ABOVE WATER: Nico grips his paddle as Luke surfaces.Luke takes a huge gulp of air and goes down again. UNDERWATER: Marcus STRETCHES his body. Arms up, legs spread. With his four-foot flippers, he's like a giant X, positioning his form to appear as large as possible. Behind him: Luke works on the cable. Terror in his eyes as... A SHARK CHARGES STRAIGHT TOWARD THEM. Luke wills his hands to move faster, to connect the wires... fuck fuck fuck... As Marcus poises his pole, ready to bump the shark on the snout... finally, Luke fixes the cord... And, at the last possible second... the shark VEERS off. The other shark follows. The shield must have worked. Luke SURFACES, chest heaving. He watches the tails flick as the sharks disappear. Everyone's CHEERS as Marcus bursts to the surface. Nico is drenched in sweat. Bonnie is frozen. Bartlett looks like he was hit by a truck. And Diana hangs close to Voyager, treading water, her eyes wide as moons.The applause continues. Luke shares a grim look with Bonnie.She nods, desperate to believe him. A SERIES OF: SHOTS: --DUSK. DIANA IS CRANKING. IT'S PRETTY GLORIOUS. SHE DOESN'T HAVE THE JELLYFISH SUIT OR MASK ON YET, JUST HER CAP, GOGGLES AND SWIMSUIT. ON BARTLETT'S DASHBOARD: WE ARE 15 HOURS IN. --ON VOYAGER. The TEAM is back in flow: a quiet, adrenaline- fueled harmony. Bonnie's calling plays, MOS, eyes on Diana. Bartlett pores over his course, calculating, in the zone. Everyone's in sync. Bonnie drinks in this feeling. It's what she lives for. --Bonnie looks up and catches Bartlett's gaze. He's feeling good, too, but she senses something behind his smile... --TRANSOM. Bonnie whistles Diana in for a meal.--NIGHT. DIANA WRESTLES HER BODY INTO THE JELLYFISH SUIT AS ANGEL TREADS WATER BESIDE HER. SHE PUTS ON THE NEW FACE MASK, WHICH LOCKS IN WITH A MOUTH PLATE SO SHE'S PROTECTED.--LATER. It's choppy, the waves are sharp, but Diana swims over the LED streamer, focused. Nico keeps an eye on her. --NAV CABIN. Bonnie brings Bartlett a cup of coffee. He looks exhausted, a bit worse for the wear, but content.He takes the cup of coffee. He sips it. He ponders. Then...Something changes in Bartlett's eyes, something softens.This knocks Bonnie off her feet. He can't quite look at her.She nods. She can tell he wants to keep it moving, so she tempers her emotion. And then they lock eyes, a smile...And Bonnie gives Bartlett a hug-- quick, fierce. He lets her. --DAWN. THE MASK HAS BEEN KILLING DIANA, SHE RIPS IT OFF, TRIUMPHANT! SHE PASSES IT TO ANGEL. --NAV CABIN. AS BARTLETT PORES OVER HIS CALCULATIONS, THE AXIS OF THE STREAM, THEIR ROUTE AND DIANA'S POSITION, HE IS EXCITED. AMAZED. FUCK YES. HEART POUNDING, HE CALLS TO BONNIE---DAY. 32 HOURS IN. A FEEDING, BUT DIANA'S BODY RESISTS. HER RHINO-NECK CHAFE IS BASICALLY AN OPEN WOUND, AND HER MOUTH IS SO ABRADED BY THE SALT AND THE MOUTH SHIELD SHE WINCES, GAGS----NAV CABIN: Bartlett checks his charts. Double checks. He lurches up from his chair, whispers down to Bonnie.--IN THE WATER: Diana is plodding along. The longest slog of her life. She hasn't slept in days, and she's exhausted. --DIANA'S POV: suddenly, a great STRUCTURE before her. THE TAJ MAHAL, rising from the water! It's so majestic. She's astounded by it, she stops, treads water.At this, Nico blinks, puzzled. From Voyager, Bonnie and Bartlett have heard, as well. Bartlett looks freaked.Resolved, Diana swims on. Bonnie looks at Bartlett, a shrug. NIGHT. Diana's got her mask and jellyfish suit on again, and she is struggling with the drag and the way the mask abrades her lips. She's spent. She swims slowly, she's drained. She lets herself roll onto her back, and from here she spots: THE MOON. It looks like a Picasso painting.Diana looks down and sees: a young woman, swimming below her. Diana squints and realizes it's DIANA at 14, in her PJs. The two lock eyes, fierce, and Diana at 14 reaches out...Diana at 14 drifts on, as our Diana swims forward with pep.

Bonnie stands on the transom, eyes trained on Diana in the water. Suddenly, a VOICE we've never heard before--Bonnie startles, surprised. Even Bartlett, in his Nav Cabin, lifts his head with curiosity. Dee, at the helm, points to the horizon. Bonnie moves to the bow, where she sees what Dee means. STRAIGHT AHEAD: a thin beam of light, a glow in the darkness.From the Nav Cabin, he sees it, too. He GASPS. And we hold on Bonnie, awed... SUNRISE. TENDRILS OF SUNLIGHT ARE REACHING OVER THE HORIZON. WITH DIANA: in the water. She swims slowly, slogging along. At Bonnie's WHISTLE, she lifts her head. Bonnie's stance, the way Bartlett hovers by her, it's familiar. And it's not good.Once Diana has pulled it off--Diana's heart sinks. She knows: this is how it ends.Diana brings her hands to her face as this lands on her.Diana nods, thrilled, but also... frighteningly out-of-it. DAY--. SLAP. SLAP. Diana strokes, but she's swimming in a zig- A169 zag, AWAY FROM THE BOAT. She's mentally whacked, exhausted, her form is a mess, the sleep-deprivation and the calorie deficit and the mind-fuck of it all are ravaging her. Bonnie blows her whistle. Diana takes a painfully long time to lift her head. Watching her unravel, Bonnie's stricken.Or it's over.Then: an idea. Bonnie sheds her windbreaker. And she throws her legs over Voyager's transom, casual. Bartlett's perplexed...Bonnie JUMPS INTO THE WATER. IN THE WATER: Bonnie bursts to the surface, drawing in air. She looks to her right-- she's parallel to Diana, a good five yards away. She cups her hands and does her WOO-HOO owl cry-- ON DIANA: at this sound, the SPLASHING, she perks up. Through her murky POV: a foggy shape, and... impossibly, there's Bonnie, treading water beside her. Closer than the boat, and at her eye-level. It's almost like a hallucination at first.Bonnie stretches her neck as she treads, hating the feeling.Diana hesitates, overwhelmed and depleted.Eyes locked on Bonnie, Diana gives her a stroke.And suddenly Diana's swimming again. Slow, like a baby taking their first steps, but building the tiniest bit of momentum.Bonnie eggs her on, coaxes her-- and it's working. They're so in it, so connected. Bonnie paddles to keep up with Diana, and it's tiring but she sticks with her--But Diana has to get this out, though it takes great effort--Maybe Diana sees what she's just given Bonnie, because from somewhere deep in her soul, she gets a BURST OF ENERGY--

Bonnie climbs aboard, sopping wet. Bartlett peers down, shaking his head. She just saved them. He throws her a towel.Bonnie catches it, smirks, starts wringing out her shorts.Bonnie calls out to the whole team--When she looks back to Bartlett, she catches him dabbing his eyes with his shirtsleeve. Seeing him, she could cry, too.Bonnie glances out to see Diana, who has her groove back. Still a messy stroke, but, hey, she's in the game.THE SHORE. SMATHERS BEACH IS IN SIGHT. BOATS CROWD THE COAST, AND THE SAND IS FULL OF PEOPLE. THOUSANDS. THERE TO SEE HER. AND NOW HER HEART IS POUNDING HARD. LIKE SHE'S BREAKING THROUGH A BRICK WALL, WE'RE WITH DIANA AS SHE SWIMS-- UNDERWATER: THE WAVES LAP AT HER BODY, THE SEA CHURNS. SHE'S PUMPING. HER SKIN IS CHAPPED AND RAW, BUT SHE RIPPLES WITH MUSCLE, AND SUDDENLY, SHE'S AS FORCEFUL AS EVER. HOME FREE. ON HER FACE: that unbridled intensity. The thing that trips her up and gets in her way and makes life hard but lets her do THIS like no one else. She is a force. She is unstoppable. ON VOYAGER: BONNIE SEES HOW CLOSE THEY ARE. SHE CAN TASTE IT.: And we PULL BACK on the boat. Through CAR RADIOS, TVs, and over Voyager's own CB, we hear snippets--As Diana swims and swims and swims...

Smathers Beach, Key West. The sand is full of press and fans waiting for Diana. People wave American flags, Cuban flags, rainbow Pride flags. They chant and cheer as she approaches. A BLOW-HORN blares. A group of LADIES hold up a sign that reads "She Freaking Did It!" They go WILD. WITH DIANA: Closer now, she lifts her head in the water, hearing the din of the crowd. And she sees, at the shore, a corral of boats. People standing in the water and filling the beach. Nico smiles at her from his kayak. She is almost there. It's surreal-- and emotion bubbles up inside her-- this sense of pride and disbelief. She is almost there. She doesn't stop. She swims on. Toward BONNIE. WITH BONNIE: She rushes up to her knees in the water.A female COP wades into the water, uniform and all, to keep people at bay, as Diana swims closer. Bonnie waves her on. WITH DIANA: It's time. She can stand now, except that her legs won't hold up. She swims a little more, then tries again to get to her footing on the shallow sand bar.Diana staggers to her feet, eyes locked on Bonnie. She stands shakily, and takes a tiny step. Her legs are so heavy, but she just has to make it to shore. Just a few yards away!The fans and press are so excited, they come dangerously close to touching wobbly Diana. Bonnie blows her whistle, SUMMONS THE TEAM. Everyone locks arms to form a HUMAN CIRCLE. Bartlett, Nico, Luke, and Bonnie-- directly across from Diana- - walk backwards as they steer her... baby steps... until... DIANA's FEET hit the sand. Both ankles out of the water. And she collapses into Bonnie's arms. Bonnie's crying, hugging Diana so hard. Diana whispers in her ear--The crowd goes NUTS. As PRESS descend, Diana, blinking back tears, so swollen, turns to address them. All eyes on her. ON DIANA as she takes in this moment... the PEOPLE surrounding her... the roar of the crowd... it's incredible.As Diana speaks simply, from the heart, A SERIES OF SHOTS: -- THE FACES of women in the throng. GIRLS in bikinis with a big Pride flag. A female REPORTER, jeans rolled up, feet in the sand, holding a mic. The female COP in the water.

ASSISTED LIVING HOME - DAY IN AN ASSISTED LIVING HOME. A group of OLD LADIES huddled at a TV, watching Diana live, hanging on her every word...

The whole group crammed around a table. Diana, Bonnie, Bartlett, Luke, Dee, Nico, et al. A glorious BANANA SPLIT is set down, Diana's favorite.Diana lifts her spoon and DIGS IN. She lets herself enjoy it, and it's so good. Everyone laughs, and they grab spoons, too. No fucking way she gets this all to herself. They devour it.Bonnie and Bartlett share a look: loaded, sweet. This triumph belongs to all of them-- this motley crew, this family. And they eat their banana split in silence. It is perfect.Diana peers up at him, her eyes glistening.And we CUT TO: LATER ON A DOCK. Diana and Bonnie walk along, then pause to absorb the view. Diana relishes it: it's like the sea is there just for her.Bonnie shakes her head. As they walk on, something hits her--Off their patter as they stride along, onto the rest of the day, the rest of their lives, we... CUT TO BLACK. OMITTED

ABBY RICHTER , 30 's , pretty , driven and absolutely in control , walks through the lobby , greeting the SECURITY GUARD .

Call Matt Hardwick down at Media Services. He's got a few Sky Cams and he owes me. Now, where are my weathermen?

I like the one in the green and the one in the brown, but I want to see the one in the green with less sideburns and the one in the brown with more, then I'll make my decision.

You're a newsman. A newsman is n't defined by the easy times, Larry, he's defined by the difficult ones. Can you imagine Ted Koppel or Chris Hansen or Anderson Cooper having their wives as co - anchor? Hell, no, because they could n't handle it. But you can. You've got balls the size of Volkswagens. Do n't think I have n't noticed.

It's just a matter of staring the chaos in the eye and showing it who's boss. Nice work, guys.

I ca n't be letting corporate management dictate the content of this show. This is my show. I control it.

I should cancel my date tonight and make a list of ideas for sweeps.

Well, technically eight and a half. He said he could cook, but when I pressed him, he was completely unfamiliar with cumin. Do n't you think that's a little suspicious?

Hi. I'm looking for a guy with sandy brown hair, athletic build, and blue eyes. he's 5' 9 which - I know what you're thinking - it's a little short, but he's read The Great Gatsby twice, so we'll just live with it, okay?

You know what? This is not the best angle. We should get the table over there. Then we both get a view, instead of one of us looking at the busboy station.

You know, they've done studies that show tap water is no different from bottled water. And they passed a law recently to have all restaurants filter their tap water. So, technically it's not tap water. It's filtered water, which is exactly what bottled water is, except you do n't have to pay $ 7 for it.

Was there anything else you changed your mind about? I mean, just so I can figure it into the overall picture.

Actually, my associate producer did. She likes me to be prepared. Not that I'm ever not prepared. Kudos on your comprehensive car insurance policy, by the way.

I printed out some talking points for us just in case this happened.

No, but since you have nine out of ten of the necessary attributes on my checklist, I just wanted to make sure this goes as smoothly as possible.

You realize the ice in that scotch is made from tap water, do n't you?

Next time we could go bowling. I noticed online that you're the mid - ranked amateur in the state. I mean, if there is a next time. I'm not trying to be presumptuous, but I am getting a pretty good vibe here.

FYI, be sure to eat this by tomorrow. With curry, you ca n't smell if it's gone bad, so after three days, you should just toss it. Really, do n't even give it to a pet or anything.

How many times do I have to tell you? Leave Juliet alone. Was n't Romeo enough for you?

Now there's a man. Not some five foot nine scotch drinker who lies about cumin.

Oh my God. It's that cable access jackass Stuart was talking about.

The only thing you burst is your credibility. Men are absolutely capable of experiencing love.

He's successful, but in a job that means something. He loves red wine, classical music, Cary Grant movies.

He works out, not because he's vain, because it's healthy. He's socially liberal but fiscally conservative. He likes dogs but he's a cat person. He never gets out of bed before you on a Sunday morning -

Why are those qualities so threatening to you? Perhaps because your complete lack of any one of them is the real reason why women are n't interested in you. At least women of quality.

Well, no. I'm just describing a type. I thought that's what we were doing.

And he's a quintessential misogynist uber - moron who represents everything wrong with television and society at large.

I've got a whole list of ideas on how to improve ratings. We do n't need him.

I am an award - winning news producer. I am an award - winning news producer.

So, essentially your knock was negated by your complete lack of adherence to the social etiquette of what follows a knock.

This is channel two. You do know that the lower numbers are better, right? More people watch. So do n't tell me that `` you and I'' make good TV. I am an award - winning news producer. I make good TV. You make imbecilic trash watched by housebound inbreds who are so busy putting their hands down their pants they're unable to change the channel.

Let me tell you something. I am not one of your viewers. My cat stepped on the remote.

There is no way Mike Alexander is going to stay on my show. I want you to skewer him. Make him look like a complete idiot. Not that it will be hard. The man is a moron of unseen proportions.

Larry, listen to me. I want Mike Alexander to go down in flames. I want Mike Alexander to be nothing but a pile of ash on the seat next to you. I want the janitor to come in with his Dustbuster and vacuum up the ashes of Mike Alexander, and then when he throws the ashes into the dumpster outside, I want the rats to vomit and then defecate on the ashes of Mike Alexander.

I'm just going to keep drinking until my mind blots out any memory of Mike Alexander.

No, that was a different source of humiliation, but thank you for reminding me.

Yeah. he was. But he also had navy blue sheets and bath towels with tassels. He played computer games on his phone. He wore open - toed shoes. Sometimes with socks. And his mother called him `` Bucky''.

Keep it clean, keep it moving, and stick to the script. You're on a live affiliate network news program. You do not have the luxury of using the words `` blow'' and `` job'' in the same sentence. If you say anything scatological, you're fired.

Your realize I once had the Archbishop Desmond Tutu on this show.

I ca n't even illustrate how far I've fallen, because you're not smart enough to get the references.

Do you have any idea how much I hate myself for that?! It was cheap titillation. I am now going to broadcasting hell right behind Geraldo and the naked weather girl from Canada.

`` Today, it will be partly sunny. with a cloud cover moving in from my left breast.''

It's okay, baby. I'm not mad. I mean, yes, I am somewhat angry - but I'm repressing it.

Well, I guess I'm pretty lucky D'Artagnan picked your tree to climb. Dave in the next unit over sells lawn furniture. I do n't know that I would have been as confident with his diagnosis.

No, but he gave me his. What do I do? Should I call? And if I did, what would I say?

Your innards are of no consequence to me. I hate what you represent.

Your skewed perception of male - female interaction is not `` the truth''.

Oh, he's very real. Not to mention stunningly handsome and morally sound. His name's Colin. He's a doctor. An orthopedic surgeon, actually.

Not exactly. We're taking things slow - getting to know each other first.

Hi, this is Abby Richter calling for Dr. Anderson. Yes, I'll hold.

Could n't be better. I just wanted to call and tell you how much I enjoyed meeting you.

There's this new French Bistro that got fantastic reviews and there's a gallery opening in Old Town on Friday. So, if you want, we could have dinner, then go to the opening.

I do n't want a `` bitch.'' And Colin would never be a bitch. He's a well - rounded man capable of mature emotions and deep abiding love. Things which you know not of.

Okay, I'm trying to decide whether I should just walk away right now, or run.

You're not touching my hair until I know exactly what you're going to do with it.

But I wear contacts. Besides, does n't the woman usually remove glasses during a makeover?

`` I mean what's the point of you even having one unless it's there for me to grab it? You're just a set of orifices and a pair of tee - tas.''

Cotton's the worst. Well actually leather's the worst, followed by suede.

Are you sure they're cotton cause this should be coming out, wait. it's coming. It's definitely coming. It's. done!

Trust me, I would never think about you while I'm flicking it. Not that I would ever do - that.

Not everyone wants to start their day by watching you rant about implants and g - strings.

We're really excited about the ratings increase this year. Next quarter we hope to -

This ceviche is just so. GOOD! I'm going to ask the chef for the - ooh - recipe! Excuse me -

It's fifteen seconds every hour of Mike telling an Ugly Truth and. Jesus. GOD, they're good.

The Balloon Fiesta is coming up, so, I was thinking for sweeps, we could do a segment on `` how men are full of hot air.''

Exactly my point. Man - whores want women who wear slutty clothes and suck lots of cock.

What? I can say cock. You do n't own that word. Cock. There. I said it again.

NO! We're saving that for this weekend. He's taking me to Santa Fe.

Yes, the city gets treated to flower - vagina metaphors. Georgia O'Keefe would be so pleased.

Hi, stupid motherfucker who'd still be on cable access if it were n't for me. I hear you're moving to NBC.

Apparently, he felt that you needed a producer more than I needed to get laid.

Really? Colin's penis? That's what you want to talk about right now? I was thinking maybe we should talk about what you're gon na say on the show.

It may have started because of you, but it's lasted because of me.

You entertain people with your moronery. And they love you for it.

You ca n't really believe there's no such thing as a good relationship.

So the car's picking us up downstairs at eight. You want me to call you?

To be honest, I did n't like the way you poured the wine. I would have decanted it. And I was editing that speech as you were giving it.

Plus, this bed should be facing north - south instead of east - west!

I have n't been myself for one second of the two weeks and five days we've been dating.

I ca n't believe I even considered for a second allowing myself to feel something for him.

I know I ca n't control everything. As much as I'd like to. But I should at least be able to decide who I feel something for and who I'm repulsed by.

Unless the NRA is paying your mortgage this month, I say lose the fucking gun.

He's ad - libbing. Why is he ad - libbing? There's no ad - libbing.

Hi! I'm sorry, but Jack Magnum will no longer be able to do `` The Ugly Truth'' segment. Which should really come as no surprise. Because men are completely unreliable.

Take Mike Alexander, for instance. He up and quit the show without so much as a word. You think you know what men are going to do, you think you know what they want to do. but when it comes down to the moment where they actually have to nut up, they turn around and do something completely different.

The big, strong, romantic men we've been reading about in novels and watching in movies since we were nine? They're fallacies. `` Blue Lagoon'' is a total freakin' lie. Men are not strong. Men are not brave. Men are afraid.

They're afraid to say what they feel. Afraid to grow up. Afraid to tell the truth.

Even if they have a moment in a hotel elevator that's totally romantic and filled with potential, men are completely incapable of copping to it. Because men are weak.

The elevator was a moment of passion, followed by a moment of panic on your part, apparently.

Oh, that got your interest? If you think we're going to finish what we started in LA, you're out of your mind. You lost your chance.

You're right. I had a momentary lapse in judgement where I thought you might be more than you are. But you are n't. Clearly.

`` I'm Mike Alexander. I like girls in Jello. I like to fuck like a monkey. Do n't fall in love - it's ` scary.'''

The definition of neurotic is a person who suffers from anxiety, obsessional thoughts, compulsive acts and physical ailments without having any objective evidence of disease -

If you say `` just kidding'', I'm going to throw you out of this balloon and watch your body splatter to the ground.

Hello. I'm the producer. It's sweeps week. How do you think I got them to pay for this?

JOY , 40 's , the associate producer , falls in step with Abby .Joy opens a door to a waiting area .

The sky - cam on the traffic copter has a cracked lens and they ca n't fix it.

Research shows people like fat weathermen. It makes them feel safe.

Absolutely not. You should be out, observing humanity. Humanity's who watches our show.

You've already rescheduled on this guy three times. You cancel tonight and he's gone. He's read more than a dozen books, he has a 401K and he's cute.

Look at this bone structure. This could be the bone structure of your future children. Do n't you want them to be symmetrical?

What? I'm married. I live vicariously through your dating life. And I really think that this could be our next boyfriend. C'mon, he had nine out of ten items on your checklist.

She's spiraling lower and lower into a morass of self - loathing and intense hatred for you.

Do n't worry, I saw this coming, so I got us a three second delay.

Several portly LATINO MEN look up and wave at Abby .Abby waves back and closes the door .LARRY , 50 's , the pompous , uptight anchor man , catches up to them . He wears a makeup bib .Abby nods , taking him seriously , but you can tell she 's done this before .Abby steps away , not wanting to ponder Larry 's balls anymore than she has to .Larry nods , appeased , as she reaches the door marked ABBY RICHTER , PRODUCER , `` ALBUQUERQUE A.M. '' She enters and .

I'm sorry to do this to you, Abby, but I do n't think I can work with her anymore. It's bad enough I have to take her criticism at home. I ca n't do it on air, too. A man can only take so much.

I've only thought of them as blue as of late, but you're right. They are quite sizeable. But not disproportionately so.

When we return, our live Skycam traffic update and more on David Beckham's hundred thousand dollar tattoo.

Mike, how do you respond to those who say your show is offensive?

Next up, Javier tells us if your petunias are going to see any rainfall this weekend.

walks in on a shouting match between JOSH , a leftist angry news writer , and DORI , the entertainment - leaning co - writer .Larry 's wife and co - anchor , GEORGIA , 40 and coiffed to the gills , storms in , followed by the show 's GUEST CHEF .Everyone shouts at each other . Abby calmly pulls out a whistle , puts it to her mouth and BLOWS .

Josh, nobody in Sacramento gives a crap about trees in Alaska! It's not newsworthy.

He's trying to kill me! He knows I ca n't eat crab, I'm allergic to it!

See that? You would n't even know what syphilis looks like if it were n't for my story on Paris Hilton.

She does n't eat crab or beef or fish. She does n't eat anything but chicken. You do n't need a chef on this show. You need a box of McNuggets.

I get crap every time I suggest we do something even remotely fluffy and now you're gon na put this douchebag on the air?

I have to tell you, Bruce. This is the best Chicken Kiev I've ever tasted.

And what you can do to help preserve the ancient forests of Alaska - and how it might help your Albuquerque electric bill.

For years, there have been concerns about lowering television standards. But many believe that this man and his local public access show, `` The Ugly Truth,'' have brought things to a new low. With that, we welcome Mike Alexander.

Sounds to me like no one's ever loved you and you're taking it out on the female population.

Well, what am I supposed to do, give up the money, so he can get an erection?

Actually it's Duck Kiev. Duck makes an excellent alternative for chicken, Georgia.

Cameras roll as the chef happily cooks away on the set . Georgia and Larry taste samples of what he 's prepared .JAVIER , the new fat weatherman , takes a huge bite .They all laugh .

Abby and Joy stand next to CLIFF , the show 's director .She pats him on the back and heads out of the control room .

Abby talks to STUART WARDLOW , 60 's , KPHX 's curmudgeonly general manager .Abby looks worried .Abby nods .

Have you seen the ratings for yesterday? We got beat by all the network shows, plus a rerun of `` Who's the Boss''. The one where the vacuum breaks.

The guy with the cable access show on Channel 83 does better. If we programed Jerry Springer re - runs, we'd do a nine share at a quarter the price.

I'm not, but I can guarantee you that's what the new management's thinking.

Management does n't listen to awards. It listens to numbers. We're not a family - run station anymore, Abby. You're good at what you do, but you've got to get me some numbers. I've got two daughters in college and a son in beauty school. I do n't know how much you know about Vidal Sassoon but that shit ai n't cheap.

One word. Ratings. Say hello to our new guest commentator. I'm starting him with two segments a week. Three minutes a pop.

He's got a point of view. We do n't have to like him, we're news people. We're objective. Stone Phillips interviews terrorists, does n't mean he likes them. It's good for ratings.

One thousand, one hundred and forty - seven calls and over three hundred E - mails. And fifty - three percent of them were women. This guy's a lightening rod!

I do n't know, but I'm scaling back the news and giving it to `` The Ugly Truth.'' Corporate wants five minutes of Mike Alexander, five days a week.

Hold on. Tell Harold about the new teaser campaign we're starting next week.

I just found out Mike was offered a job by the local NBC affiliate at twice the pay. This Leno thing is his audition.

If Bob and Harold find out about this, we're dead. I need you to fly out there and talk him out of it.

Just do n't let him know you know beforehand. Let him do the show and get us our publicity, then convince him to sign with us for the next three years. Now go.

He quit this morning. I got a smug call from Channel 4 saying they closed a deal with him. Corporate's having a shit fit. What the hell happened?

You better hope so, because you're going to find me a new one by the end of the week.

Abby and Joy stand at the sinks . Abby compulsively flosses in front of the mirror .She rips out an extra two feet of floss .She holds up her clipboard , which has the guy 's E - Harmony PROFILE and PHOTO .Abby stops flossing and looks at Joy .Off Joy 's look , we CUT TO .

Abby approaches the FEMALE HOSTESS , at her podium .She turns , mortified , to see JIM , 30 's and good - looking . Actually , he 's better looking in person than in his photo . Abby gulps .Abby and a mildly perturbed Jim follow , clearly not off to a banner start .

Abby and Jim sit at a table . Abby looks around , tense .He looks at her like she 's crazy , as they get up and move .

The waiter is now taking their drink order .She looks disappointed , then pulls out a piece of paper .There 's an awkward silence between them . She pulls out another piece of paper , and hands it to him .As Jim processes this , the waiter arrives with drinks .He takes a huge sip , relieved . Abby looks at him .He looks at her , realizing she 's a complete nightmare .

Jim and Abby walk to their cars . Jim is walking faster than she is , trying to get away . She trots along , trying to keep up .Jim does n't even consider refuting this . He just wants to leave . Abby reaches into her purse and pulls out -He gets into his car as she hands him his doggy bag .Abby has officially lost control to the producer part of herself . she knows what she 's doing , but ca n't stop herself .Abby takes a pen out and writes a date on the bag .The bottom of the bag gives out and a container of goopy leftovers SPILLS all over Jim 's lap .Jim closes the door , catching the hem of Abby 's wrap skirt .The car speeds off - RIPPING Abby 's skirt right off her as it races away . Abby is left standing in her underwear .

Abby , still in her undies , trudges up the steps . She opens her front door . Her calico cat D'ARTAGNAN , 9 , skeptical and easily annoyed , stares up at her .

Abby , now in pajamas , flosses her teeth . She hears a noise coming from her bedroom and looks to see D'Artagnan 's paw in the fish bowl , trying to scoop up a goldfish .Abby picks up the cat .Abby picks up the remote , snaps the TV on to `` Nightline '' with Brian Williams .She heads into the bathroom .

D'Artagnan hisses at the TV and steps on the remote control . ON TV - the channel jumps to a cable access show . MIKE ALEXANDER , 30 's , handsome but not pretty , proudly dressed in an outfit that costs less than fifty dollars , addresses the camera .THE THEME SONG for `` The Ugly Truth '' kicks in over a series of past scenes : Mike judo - kicking an giant Oprah doll . Several posters spelling the word `` LOVE '' are destroyed by Mike with a variety of weapons . The theme sequence ends and CUTS TO -

You want the truth! But you ca n't handle the truth. ` Cause it's -

I'm Mike Alexander and we're back with the `` The Ugly Truth.'' Tonight, as always, we're going to talk about what it is men and women really want in relationships. I've been looking through some books.

`` Smart Women Foolish Choices'', `` Women Who Love Men Who Hate Them'', `` Hating Men Who Love Women But Hate Loving Men''.

Billions and billions of dollars wasted on self - help psychobabble.

Now listen up, ladies, cause I'm only gon na say this once tonight and it's just three little words. No, they're not `` I love you.'' Here goes. MEN. ARE. SIMPLE. We can not be trained. All this `` Men Are From Venus'' bullshit is a waste of your time and money. You want to be a lonely hag, then keep reading these stupid books. You want a relationship, here's how you get one : it's called a Stairmaster. Get on it and get skinny and get some trashy lingerie because at the end of the day, all we're interested in is looks. No one falls in love with your personality at first sight, they fall in love with your tits and your ass. And they stick around because of what you're willing to do with them. You want to win a man over? You do n't need ten steps. You need one. And it's called a blow - job.

Men do n't fall in love. Men fall in `` want.'' We want things. We're hunters and gatherers. We're the same as we were when we were cavemen and a gillion years of evolution has n't done squat. Trust me, there was a Pamela Anderson of cave women and all the cave guys were trying to stick their dicks in her.

Now girls, if you want to think lust is the same as love, that's fine, but you're delusional. Let's take some more calls.

The guy, Mr. Wonderful, the one who's so capable of love. Who is he? What's he like?

This is a guy in America, right? You're not calling from Europe or anything.

Where is this guy? I will give you one hundred dollars of my own money to bring him down here and let me meet him.

You heard me. You must be. If you were hot, you'd be out breaking some poor schmuck's heart instead of spending all your time fantasizing about Mr. Wonderful. Face it, you're ugly!

Well, of course you do n't think so. Ugly people never know they're ugly. It's like people who have B.O.. They never know it because they're surrounded by their own stench all the time.

Look, lem me help you out here. You might as well just face the fact that you're gon na be alone and stop pining away for some fantasy guy you're never going to get. Get a hobby. Build housing for the poor. Anything.

Hey, Lassie - the show's called `` The Ugly Truth''. If you ca n't face it, do n't call.

Well that about wraps it up for today. I'm Mike Alexander reminding you that the truth is never pretty.

Ugly people never know they're ugly. It's like people who have B.O. -

Yeah, and as you can tell by all the screaming rugrats in this town, Latino guys like to have a lot of sex. Which means they'd rather listen to me tell them how to bang hot chicks than hear about why they ca n't bring grandma across the border.

You know, if it were n't for you, I would have never gotten this gig. You and I make good TV.

I had n't really been picturing you that way, but thanks for the image.

Take marriage for instance. It's about mutual benefits, social pressure, and taxes. It's not about love and we should stop pretending it is.

Well, while we're making observations, you two project this image of the perfect couple, when clearly, it's a lie.

I mean, come on Larry, I grew up watching you on TV. You used to be this cool confident cat. Georgia's no dumb bunny. She knew the only way she was getting off the weekend shift was by hooking up with you. But then lo and behold, she became more popular than you and ended up with twice your salary.

Bullllloney you are. You hate her success. You feel emasculated by her and that screws with your head which inevitably screws with your manhood.

My point? My point is that your husband has n't had sex with you in. I'm gon na say. three months?

I agree. You've economically emasculated your husband to such a point that he's afraid to desire you. Sure, you can dump his ass, but honey, have you seen the eligible men in Albuquerque? It's slim pickings out there for a woman in her forties. You're not going to do any better than Larry. You just have to let him be a man. LET HIM BE A MAN, GEORGIA!

First of all - do n't listen to what I say on my show. Second of all, you're supposed to do that to 25 - year - old girls who think they're hot and can get any guy they want. Not 14 - year - old girls. They're going through puberty. They have enough problems.

Well, I was there when she was fourteen and let me tell you something - she lied.

Really? Because I thought you were gon na get fired if you do n't keep me happy.

I've got a list of demands to go over after the show. And let me just warn you - they're gon na be scatological.

Just because you look pretty today, I wo n't mention the misguided phallic rage you just displayed.

I'm Mike Alexander and this is `` The Ugly Truth,'' where we'll be taking a few minutes every day to talk about men, women and relationships. Let's start with men. Men are simple. To illustrate my point - on my left we have the best our world has to offer.

You have a gourmet meal, fine wine, classical music and great literature.

Babes wrestling in Jello. Let's just take a quick survey and see which option the men out there would pick.

Beethoven, stuffed pheasant and James Joyce - or semi - naked chicks frolicking in strawberry - flavored goo.

Mmmm. I was wrong. It's cherry. And that's the ugly truth. Over to you, Georgia.

C'mon, we were a good team back there. You were the one who told me to lick the Jello.

If you want a woman to keep sleeping with you there are certain things you never say. For instance, `` Hell no, I do n't want to meet your family.'' Or `` How hard is it to lose ten pounds?'' `` I have to take a dump, I'll call you back.'' And here's one that's sunk a lot of perfectly good sexual relationships : `` Marriage? I'm just hanging out with you until I meet someone better.'' Guys, use your big head to help your little head. In other words, lie. And that's the ugly truth.

And did you hear Corporate's coming next week to take me to dinner?

I really hope he's real this time, because otherwise this is just sad.

He had to stick his finger up some guy's butt in medical school.

You're calling the guy?! You ca n't do that. You've got ta let him call you.

Do n't! He'll be expecting you to call him back. When you do n't, he'll call you.

Because I know men. If you want it to work out with this guy, you'll listen to me and do exactly as I say. You already did irreparable damage with your psycho - aggressive control freak phone call. It might even be too late. Even if you do salvage the situation, you'll probably never be more than Abby, his desperate neighbor.

Although you wo n't admit it, you know I know what I'm talking about.

Never. You make him wait until he gets frustrated and hangs up. If he's still holding on after thirty more seconds, you may actually have a chance.

Think about it. Would you wait on hold for somebody you were trying to blow off?

Just give me a little bit of time and I can make this guy your bitch.

Maybe not, but I know about lust, seduction, and manipulation. And clearly, you do not.

Because then you'll have to admit that I know more about this stuff than you do.

Always make an impression. Let's get out of here. We have work to do.

Never. Men are incapable of growth, change or progress. For men, self - improvement ends at toilet - training. Rule number two. Laugh at whatever he says.

Only to you. You're not the only person in the room, you know. Let's not be selfish.

Rule number three. Never talk about your problems. Men do n't really listen or care.

No. Some men pretend to care. When we ask you how you're doing, it's just guy code for `` let me put my dick in your ass.''

I know you think Colin is above it all, but he's a guy. If he's even remotely into you, he's thought about each one of your orifices at least ten times.

Rule number four. Men are very visual. Ninety percent of a relationship is based on how good the woman looks. We have to change your look.

Abby, you're a very attractive woman but you are completely inaccessible. You're all about comfort and efficiency.

Size is n't everything. Breasts just have to be friendly. They have to say, `` Hello, everybody! Look at me!''

Excuse me ma'am, but we need some bras that will make my friend's boobs say, `` Put me in your mouth - I taste good.''

A ponytail implies that you are either operating heavy machinery or emptying the litter box. Neither of these things inspires an erection.

I do n't want you to be a bimbo. You need to be two people, the saint and the sinner, the librarian and the stripper. It's a delicate balance. On one hand, you have to push the guy away with cold indifference and yet on the other hand be a sexually teasing tornado.

Yeah, but we're going for a stripperlibrarian thing. Right now, I would n't trust you to find me a book.

`` My name's Abby and I'm arthritic and alone. I have eighteen cats who keep me company.''

Calm down. Keep the conversation under a minute. Be mysterious. Keep him guessing.

There's no right answer to that question. Do something non - committal.

Okay, no more improvising. Just repeat everything I say, `` You're so much fun to be with.''

Abby, listen - tell him you saw him looking at another girl. It's the only way out of this.

Alright, we need a recovery. Make sure to eat your hot dog slowly. Men like watching penis - shaped food go into a girl's mouth.

He's an idiot. I figured you out in two. Now tell him good night and stick your tits out. We're going to give this one last shot.

I did n't do anything. It was you. Do n't ask me why, but I think he likes you.

Right. were n't items one through nine something to do with him pretty much being gay?

As a matter of fact, I did have a date. It was n't mine, but it was a date. I was helping out a friend.

Uh. look closer. That's Jim Morrison. Who I'm pretty sure is n't an accountant in Rio Rancho.

So summing up Bonobo - land, the chicks look great, get freaky in bed and in turn, they get to sit on their asses and boss their men around all day.

Did you hear Corporate's taking me to Saffron tonight? What do you think -

The more you make him beg for it, the more you've got him on the hook. Do everything but. Then show him beneath that control freak exterior, there's a sexual deviant waiting to be unleashed.

Good point. If memory serves us right, you've been out of practice for what? A year?

No, I call it masturbating, but I thought it would offend your delicate lady - like sensibilities.

You only want me to answer that so you can picture me flicking mine while you flick yours.

Well, you need to start. Because if you do n't want to have sex with you, why the hell should Colin?

So, if it does n't go well and they cut the segment and the ratings go back down to negative fourteen and they cancel the show, you're cool with that?

Seriously, thanks for coming tonight. I mean, you know, to dinner.

So, what's next? A little three - way Scrabble? Some Twister? Maybe a massage chain? We could write in each others' diaries.

You saw me what? Take them to dinner and introduce them to some network executives? They want to be actresses. Who am I to kill their dreams?

Every man wants that. And for your information, I was only with the one who can read.

A week ago you cried at the thought of a vibrator. Now you're all `` cock this,'' `` cock that.''

Here's to overturning assumptions. I'm really a man of discriminating taste and you're a foul - mouthed slut.

So there you have it. Never assume a girl is easy, or assume she's a prude. There are many layers in between and it's your job, gentlemen, to peel back those layers and figure out exactly what type of woman you are dealing with.

Because once you do peel back those layers, my friends, her lady garden awaits. And I'm pretty sure you're gon na want to fertilize that patch of petunias. And that there is the Ugly Truth.

I'm sorry you did n't get to meet little Colin this weekend. And by little, I do n't mean undersized, although I highly suspect that's the case.

Well, Jay, I had a sales job where I drove around a lot, listening to talk radio. I started calling in and lo and behold, people liked what I had to say. Then I decided what the hell, I need my own show. I have a message people need to hear.

Excuse me, lady, but you have a boyfriend right now because of me.

So, you've been acting like your normal control freak psycho self in front of him?

When you checked into the hotel, did you or did you not insist on getting an `` Eastern - facing'' room on `` a floor not below seven''?

My point is, Colin likes the Mike version of Abby, not the Abby version of Abby. So, do n't go knocking my words of wisdom when you're living proof that they work.

Do n't do it. Try to find lust instead. It's a lot easier and a lot less messy. Blue balls only last a few hours. A broken heart can last years.

Marriage starts off great. She's cute, you're cute, the world's cute. Nothing can burst your bubble of everlasting love. Then, ten years later, she's put on twenty pounds, you've got nose hair, you're voting for different presidents, and one day, the receptionist at Jiffy Lube accidentally grazes your hand as she hands you back your keys and you realize that's the first time a woman's touched you in three months. By year twenty, you've learned to completely tune out the sound of her voice and it occurs to you that ever since you walked down the aisle, you're living with someone who can barely tolerate your presence and, on the rare occasion that you actually do make love, she probably thinks about Jake Gyllenhaal.

Okay, well then you know I turned it down. If it were n't for you, I'd still be on Channel 83. So do n't worry, I'm not going anywhere.

Relax. Drink. Enjoy. You did your job. I'm re - signing with you. Now let's stop talking about work.

It was n't just one. it was more like a parade. By the time I hit thirty, I realized you can only have so many bad relationships before you figure out there's no such thing as a good one.

I'm serious. I've seen your spazzy dance, now I want to see the real thing.

Abby - I really need to kiss you again. And not just in a one - night stand way, in a totally different way. Oh fuck, what am I doing?

I just came by to tell Abby about the change in our flight time. But I can tell her later.

I guess we're all interchangeable. I've taught you well. Maybe you should take over the show.

Why pull up anchor now? You've worked damn hard to get him here.

You know what I like best about you, Joe? I do n't want to have sex with you at all.

Look at me, Jonah. I'm 38, I'm still single, I live alone. Does it look like it's all working out? If there's one thing you do n't want to be, it's like me.

Women would have us believe that they are the victims. They are n't. They want us to think that we break their hearts for sport. That's crap. They say they want romance. They say they want true love, but all they want is a checklist. Is he perfect? Is he handsome? Is he a doctor?

You men that fit the criteria - do n't kid yourselves. They're not sleeping with you. They're sleeping with a carefully calculated set of venal choices. Money over substance. Looks over soul. Polish over principles. No gesture, no matter how real or romantic, will ever compensate for a really impressive list of credentials.

Well, that was n't panic, sweetheart. It was an unwillingness to compete with the walking checklist that was in your bed. You should be thanking me.

And that's the Ugly Truth, folks. A girl in heat for two guys will always pick the one with the better resume.

Hey! I know - we can pass the time with you telling me how much fun you and Colin had having sex in Los Angeles.

Yeah, it is `` scary.'' It's fucking terrifying. Especially because I'm in love with a psycho like you.

I just told you I loved you and all you heard was `` psycho''. You are the definition of neurotic.

Again, I just told you I'm in love with you and you're standing here giving me a vocabulary lesson.

Are you going to threaten me with death when we have sex? Because it might be distracting.

As many of you know, sometimes a guy's got ta admit what he thought was the truth is n't necessarily the whole truth. Yes, women have a checklist, but sometimes that list includes a foul - mouthed idiot who took way too long to realize he was in love.

Zoom in on this, guys. I want the whole city to see how lucky I am.

So, here it is, guys. The games, the manipulation, the ploys, the tactics. all the things we do to think we're in control. But guess what? We never are.

`` The Ugly Truth '' , live on air . The look of the show 's set is low - rent cable TV .He holds up several books in his hands , reading the titles .He drops the books on the floor , picks up a can of gasoline and pours it on the books .Mike lights a match and tosses it on the books , setting them ablaze . Then opens up his jacket and takes out a stick with a marshmallow . Begins roasting the marshmallow on the flame .Mike shoves a burnt marshmallow into his mouth .He mimes swallowing .

WE PAN off the television to the bed , where Abby now watches , appalled .

How dare you burn those books? They've helped my personal life more than -

Abby , now infuriated , picks up the phone and begins dialing . WE INTERCUT between the stage and her apartment , as Mike continues his rant .Mike walks over to a chalk board with the word `` LOVE '' on it . He crosses it out and writes `` LUST . ''Abby is now on the phone .Irritated , Abby begins to compulsively remake her bed .Mike scoffs , but he 's thrown . He takes a moment , then .Mike bowls over LAUGHING . Abby realizes she 's been had .She rips the perfectly made bed apart and starts over .Now Abby 's really fuming . She snaps a sheet violently .As he smiles smugly , Abby SCREAMS and THROWS the phone across the room . D'Artagnan , terrified , jumps off the bed , which is now in total disarray .

Abby and Joy make their way into the conference room . Dori and Josh are already there .Stuart walks into the conference room .He puts a DVD in the player .ON TV : Mike 's face appears .Joy looks at Abby .Abby grabs the remote and turns off the T.V.Abby holds up a piece of paper .Stuart takes the memo , reading it .At this moment , MIKE walks in . Abby stares at him , appalled .Abby spins to face Stuart .

Abby is pacing , clearly on the verge of hysteria .A KNOCK . Then the door opens and Mike appears .Abby glares at him .He stares at her , surprised .Abby gags as she pushes past him and walks out .

Abby strides down the hall with Georgia and Larry .She strides off . Larry looks at Georgia .

Cameras roll as Larry and Georgia sit at the anchor desk .Mike gives a cocky wave .

Abby and the control room crew watch the proceedings . Cliff mans the bank of monitors .We INTERCUT with Georgia , Larry , and Mike on set .In the control room , Abby smirks .Abby nervously gnaws on the straw from her Kombucha drink .Cliff shrugs . Abby is pissed .On the set , Mike continues his vivisection of Larry and Georgia .She starts twisting her straw into shapes , as -In the control room , Abby looks like she 's going to pass out .Larry grabs Georgia and kisses her hard . After a moment of resistance , she melts into his arms . The crew goes crazy . Larry throws Georgia over his back and hauls her off the set . Abby sinks down into a chair .He cuts to BLACK .

It 's pitch black . Suddenly a closet door is opened . Joy and Stuart stand in the doorway .Abby is sitting in a ball in her closet .Stuart leaves . Joy turns back to Abby .Abby closes the closet door on herself .

Mike enters his apartment , throws his keys on the counter and hits play on his answering machine .He pushes skip .Skip .JONAH , 14 , awkward , Mike 's nephew , walks in .Mike 's sister , ELIZABETH , 40 's , walks in , wearing a nurse 's uniform and holding a cake box .She hands him the cake box .She gives him a kiss on the cheek . He grins .He opens the box .He closes the box .

Hey, Mike, it's Valerie. I have n't heard from you in a while. But I just saw you on TV. You were great!

Why have n't you called me? I miss you. It's Laura, by the way. Remember? We went to the track?

Last week on your show, you said you should always be mean to hot girls because they'll want you more. I tried it today, she cried, and then I got detention.

Mom said when she was fourteen, she was the prettiest girl in the class.

Do n't listen to your Uncle Mike, he was blind from masturbating too much.

Let's hope you can clean it up now that you're on a network. Congrats.

Sorry, I did n't have time to bake one. I took it from work. Harold did n't quite make it through the big day.

If you know so much about chicks, why are you sitting here playing `` Fight Night'' with me when you could be out with the Jello girls?

I'm pretty sure you do n't want to open your new show with that.

Hurry, take a picture of me. I'm online with Fugly35 and he wants to know what i look like.

Abby and Joy lie in lawn chairs , drinking margaritas as Joy 's husband , KEN , barbecues shrimp kebobs nearby .Ken looks over .Joy gives her a look . Abby sighs , realizing the extent of her neuroses .

I still do n't understand why you did n't just marry Bill. He was a good guy.

By the way, I thought it was hilarious when you asked that one guy for a toxicology report.

Mike 's goofing with the pretty makeup girl , as Abby walks up to give him some last minute tips .She fumes , jabbing the earpiece in his ear .Mike is cut off by Cliff in the booth .Abby slips out of frame just in time . Mike looks to the camera .He crosses to - a CANDLE - LIT TABLE with a fancy dinner placed in the center . Several books rest beside it . Beside the table , a man plays violin .He picks up a copy of `` Ulysses '' from the table .He starts to walk off the set .

Mike exits the stage door and walks into the alley , followed by the confused camera crew .He smiles at TWO BLONDE TWINS IN BIKINIS , who wrestle in a kiddie pool of Jello . We INTERCUT with the control room .IN THE ALLEY , a security guard watches the girls , smitten . Mike smiles to the camera .As Abby looks horrified , the PHONES in the control room start RINGING off the hook . Realizing her defeat , Abby sighs .Abby grabs the microphone for Mike 's ear piece .ON THE MONITOR - A slightly puzzled look from Mike , but he lifts the girl 's finger and licks the Jello off it .The camera focuses tightly on his face .As Mike waves to camera , he 's pulled into the Jello pool and the girls rip off his shirt .

Mike walks in , covered in Jello , to find Abby standing there , arms crossed , quietly containing her rage .Abby rubs her temples .She walks off . Confused by her reaction , he follows .

CLOSE ON Stuart , wearing a grave expression .Abby nods , uncomfortable . We PULL BACK to REVEAL that she 's now the NAKED WEATHER GIRL , sitting behind the anchor desk . Strategically placed cardboard suns and clouds cover her bosom . Traumatized , she reads off the teleprompter .Seated next to her , BRIAN WILLIAMS shakes his head , disappointed .There 's a CRASH and we CUT TO -

On the sofa , Abby BOLTS awake from her nightmare , seeing Juliet 's FISH BOWL lying in shattered pieces on the floor .She leaps up , then sees the cat licking his chops .D'Artagnan bolts out the front door .

Abby runs through the grounds of the complex looking ± or D ` Artagnan .She spots him hiding under a U - Haul , and slowly creeps towards him .A car speeds past , honking obnoxiously at Abby . The cat races away , then climbs up a LARGE TREE beside one of the condos . Abby sighs and follows .

Abby looks up the tree to see D'Artagnan perched on a branch above . He MEOWS .Abby jumps up , grabs a branch and starts to climb .Abby starts climbing higher , testing branches as she goes . Finally she reaches the branch he 's on .Abby grabs a branch overhead and scoots down the limb . She reaches out , picks up the cat and cradles him .D'Artagnan safely in hand , she looks around and notices she 's just outside a window . She looks in and sees - A handsome man in a steamy bathroom taking a shower . This is COLIN ANDERSON .Abby covers the cat 's eyes , then looks away . But a moment later , she 's looking back in the window , to see - Colin step out of the shower . Abby takes a deep breath as he crosses to the mirror , giving her a look at his abs .Abby leans closer to see Colin start flossing , wearing only a towel .Suddenly we hear a CRACK , and the branch breaks . Colin looks out the window and makes eye contact with Abby just as -D'Artagnan leaps to another branch as Abby falls . As she plummets , her foot gets caught between some branches , leaving her now HANGING UPSIDE DOWN .The front lights SWITCH ON and Colin , still in a towel , races out of his condo . As he runs up to the tree -The branch breaks .Abby FALLS to the ground but - Colin CATCHES her . But only for a moment . She DROPS out of his arms and onto the ground . As she goes , his TOWEL GOES WITH HER . Landing on her face .She pulls the towel away and looks up , trying not to make eye contact with the one - eyed trouser snake staring back at her .

I do a lot of leg and hip stuff but I do get the occasional foot. You seem to be fine. No sprain.

My home number's on the back. If the ankle starts giving you problems, just give me a call.

Actually, Abby, I'm still kind of unsettled with the move and everything so I ` m really not -

I'm really more of a fair weather fan myself. I do like watching Mike DeLoggia pitch, though. Amazing bone structure.

Actually, that's a good thing. I'm used to women I can figure out in five seconds. I ca n't do that with you.

Joy told me. I started thinking about all the things we were going to do there and I decided I could n't wait.

Well, you told me you were spontaneous. Guess the proof is in the pudding.

Whoops. Looks like we'll have to get naked sooner than I thought.

You never try to control the situation, and I've got to say, it's a breath of fresh air. A lot of women I know are total control freaks - and it's a nightmare. I love that you're not like that.

Mike plays poker with his buddies : DWAYNE -LRB- 30 's , chubby -RRB- , STEVE -LRB- 30 's , Latino -RRB- , and GARY -LRB- 30 's , bespectacled -RRB- . While Mike tries to concentrate on the game , but the guys are more interested in reading his fan mail .Steve looks at the photo .He passes it to Gary .Mike rolls his eyes and deals the cards .

`` Dear Mike, I know I'm the girl who can change you and make you fall in love. Here's a photo of me and my iguana.''

Unpacked boxes are stacked everywhere . Classical music plays on the stereo . Colin , now in sweats and a t - shirt , examines Abby 's ankle .She glances around the room and sees a bottle of red wine and a half empty wine glass sitting on a table .Abby puts on her shoes as Colin opens his wallet and hands her a card .Colin picks up the cat , who starts purring .Abby looks at him , nodding . Delighted at his complete and utter perfection .She remains rooted to her spot . He waits a beat then , feeling awkward , makes a move to open the door .She walks out and Colin closes the door . Realizing that he still has the cat in his arms , he opens the door to find - Abby doing a SPAZZY HAPPY DANCE . Startled , she quickly composes herself .He chuckles , hands her D'Artagnan .He closes the door .

Abby hates herself .She starts doing a SELF - HATING SPAZZY DANCE , mocking her previous dance . Just as Colin opens the door again -She freezes .She walks off , trying to maintain her dignity .

Abby and Joy walk down the hall towards the set .Joy looks a little overwhelmed . They walk onto the set , where -

Mike faces the camera , finishing up his segment .As they watch , Abby turns to Joy .As Abby shakes her head in disgust , a P.A. walks up and hands her a sheet of paper .Abby and Joy study them .Mike approaches them .She turns and walks off .

Abby walks down the corridor . She turns the corner and comes face to face with Mike .

Abby enters her office . Mike follows her .Abby takes Colin 's card from her wallet , dials a number , then -Abby shoots Mike a snide grin .

Colin , in a white doctor 's jacket , talks on the phone while going over patient files .We INTERCUT .Mike picks up the extension and listens in . Abby glares at him , but she ca n't stop him .Mike shakes his head , knowing where this is going .Mike snatches the phone from Abby and hangs it up .She moves to pick up the phone . Mike sits on the phone to stop her .A concerned look from Abby as . the phone rings . Her caller I.D. says SACRAMENTO MED .She thinks , looks at the phone again .She answers the phone .

A confused look from Colin as he talks on the phone .We INTERCUT .Abby hesitates . Mike shoves her .Mike puts the phone on hold .A long pause .They stare each other down . Then Mike looks at his watch .The phone light is still blinking .Mike hangs up the phone .The phone RINGS again .He hustles her out of the room . A moment after the door closes , Mike rushes back in and hangs up the ringing phone . He smiles , then bolts .

Abby and Mike walk down the street .Abby giggles . Mike is struck by the sound of her laughter .He raises an eyebrow , impressed .

Mike and Abby walk along , coffees in hand .With that , a MONTAGE BEGINS .

Mike and Abby wander through the racks of lingerie .Abby looks down at her breasts , curiously .A SALESWOMAN passes them .The saleswoman looks disturbed , but hands him a push - up water bra .Abby glares at him as we CUT TO -

Abby , wearing high heels , awkwardly makes her way over to Mike .She falls , KNOCKING OVER a large display of shoes .

Abby sits at a rinse chair , while Mike and the HAIRDRESSER study her look .The hairdresser shoves her head under the sink and douses her with water .

Mike avoids the cat while waiting in the living room .Abby enters , looking amazing in a little black dress and sling backs . Her hair and make - up are sexy but not trashy .Abby opens a drawer and takes out some glasses . She puts them on .She grabs his ass .Switching tactics , Abby slips into seductress mode , tracing her finger up and down his arm .She seductively leans into him .She gives him a look .She leans in closer .He shoves her away .Just then , the doorbell RINGS .Mike leaps over the couch and hides . As Abby walks over to the door and opens it . Colin stands there .She hustles him out the door .Colin bangs on the door .Mike pops up from under the couch . He gives her the thumbs up .She looks at Mike in amazement , then breaks into the happy dance . He watches , horrified at her spazziness .As she continues to dork out , we CUT TO -

The ROAR of the crowd at the Lobos game . Colin walks with Abby , who adjusts something in her ear . Now she 's wearing the earpiece from the station , and on the other end . MIKE 'S POV THROUGH BINOCULARS - A different angle of Abby walking down the aisle .BINOCULARS POV - Abby nods .Colin looks at Abby and smiles as they take their seats , popcorn in hand .We INTERCUT with Mike .Abby does something between a nod and shaking her head . Colin hooks at her , confused .Abby is baffled but proceeds to laugh awkwardly . Colin looks at her .Feeling a popcorn kernel in her teeth , Abby takes out her floss .Abby freezes .She puts the floss back in her purse .She dramatically tosses her hair from one side to the other .Abby realizes she 's spoken aloud .A FAN calls to Mike .Mike gestures for the fan to leave him alone as he continues to instruct Abby .Mike waves him off , trying to remain focused on Abby .The fan throws peanuts at Mike . Mike turns around and shouts at the fan .Abby blanches , waiting for Mike instructions .Colin is now just staring at her .She points to the only nearby female - an Elderly Obese Hot Dog Lady .There 's an awkward moment as Colin hands her the hot dog .Repulsed , she flinches , losing control of her drink , DUMPING it into Colin 's lap . He flinches .She grabs a napkin and starts rubbing his khakis .She puts some muscle into it .Unbeknownst to them , the batter hits a pop fly near them . THE JUMBOTRON CAMERA follows the guy catching the fly , then finds Abby and Colin . PANS over to them and - It looks like Abby is giving Colin an enthusiastic HAND JOB . The ENTIRE STADIUM , ballplayers included , stop what they 're doing and stare .She smiles at Colin . As he looks nervously up at the JUMBOTRON . Abby follows his gaze - and sees SHE 'S ON IT . Everyone at the stadium is looking at her . The organ player bangs out `` Charge . '' The stadium starts WHOOPING and HOLLERING .

Abby is getting a citation from a self - righteous POLICE OFFICER .He hands her a ticket and walks off .

This is a family place, ma'am. Not an open - air hand job palace.

You want to pull those kind of stunts, you do it at home. Or in the backseat of a car, like moral upstanding people do.

Colin walks a defeated Abby to her door . NEARBY , Mike watches this , unseen and impassive .Mike looks worried .He smiles , amused .Mike rolls his eyes .She starts to walk away when Colin stops her , grabbing her arm and pulling her in for a kiss .Colin gives a wave and walks toward his condo . Abby pretends to enter her house until she sees Colin close his front door . Then , she turns around and rushes over to - MIKE . She throws her arms around him , embracing him .Mike pulls back , a little uncomfortable .Abby puts her key in the door .Abby rolls her eyes with a smile and goes inside . As Mike is walking away , he turns back for a moment , then keeps walking .

Jonah and Mike sit on the couch , playing `` Fight Night . ''Elizabeth enters , wearing a pair of sweats and carrying her laptop . She hands Mike a digital camera .She holds up her laptop . Mike peers at it .Jonah holds out his hand to his mom .

A cage of randy Bonobos getting it on . Mike , in a gorilla suit , does a segment . Next to him is an anthropologist , DR. LESTER .He winks at the camera as -NEARBY Abby watches . Mike walks over to join her .He starts pulling off his gorilla suit as he heads for the van . Abby follows him .Mike throws her a look . Abby catches on .Abby looks away haughtily .

Of all primates, Bonobos are the closest relatives to human beings, both genetically and socially - - especially when it comes to sex. For the Bonobo, sex is a way to ease stress and diffuse tensions.

Abby opens the door to find a gift bag on her doorstep , with a card that reads : `` This present is n't for you . It 's for your bean . Love Mike . ''

Abby sits on the couch staring at a box of ELECTRIC UNDERWEAR . She opens the box , dumping out a pair of underwear and a REMOTE CONTROL . When she turns on the remote the underwear VIBRATES , startling her . She turns it off .

Abby checks herself out in the mirror . Now in the underwear . She downs a glass of wine , sits on the bed and picks up the remote . She turns it on . Nothing happens . She tries again . Nothing .Abby smacks the remote a few times . The DOORBELL rings .Abby quickly throws on her skirt and hurries toward the living room .

Abby heads toward the door , but quickly realizes she 's still holding the remote . She tosses it in her purse , then opens the door . Mike stands there out of breath , dressed in a suit .Abby thinks a moment , then -

Colin opens the door to find Abby standing there .Mike pops out from behind Abby .As Colin looks confused , we CUT TO -

Mike 's driving . In the passenger seat , Abby turns to Colin , who sits in the back .

As Abby , Mike and Colin walk into the bar , two buxom blonde twin JELLO GIRLS , BAMBI and CANDI , rush up to Mike .She leans over and displays her cleavage .She tries to control her displeasure , as Stuart walks in with two guys in suits , BOB and HAROLD , in their 50 's .They slap him on the back , eyeing the twins .

The group sits down at the table .UNDER THE TABLE Abby tries to kick Mike . As she does , she unwittingly knocks over her purse . The contents spill out and the REMOTE for her vibrating underwear rolls away , stopping UNDER THE TABLE NEXT TO THEM . AT THE NEXT TABLE A PRECOCIOUS KID , 8 , sits with his parents . Bored out of his skull . When the remote rolls under his feet , the kid picks it up and flicks the switch . A small RED LIGHT turns on . AT ABBY 'S TABLE As Harold and Bob laugh , Stuart slaps Mike on the back .Abby turns to Bob and Harold .Suddenly , her smile quickly changes to horror .She shifts in her seat , trying to control her NOW - VIBRATING UNDERWEAR .She leans down to grab her purse . UNDER THE TABLE She pokes her head under the table to see that the contents of her purse have spilled . Mike 's head appears next to hers .Mike starts laughing .She writhes again , hitting her head on the bottom of the table . AT THE TABLE Stuart watches , worried , as Abby rises from underneath the table , clutching her head and looking around frantically , trying to figure out who has the remote . AT THE NEXT TABLE The kid has flicked up the speed on the remote even higher . Abby 's eyes roll back . She looks like she 's on three hits of ecstasy .She starts to get up when Stuart stops her .Abby glares at Mike and sits back down .As she fumbles , Mike spots the kid at the next table , remote in hand . He starts to get up but -Abby grabs Mike 's arm , yanking him back down , in the throes of panic and pleasure .She looks into his eyes , imploring .Candi looks at Harold , intrigued by Abby 's display .As Stuart frowns , concerned , Abby spasms , then rushes through it as fast as she can .She leaps to her feet .Then she sinks back down , spent . Harold and Bob applaud , as do the twins . Relieved , Stuart turns to Bob and Harold .

As they all walk out , Mike grabs the remote from the kid .Abby spots this and snatches the remote out of Mike 's hand .She shoots him a look .

Stuart schmoozes with Harold , Bob , Bambi and Candi at the valet stand . Abby and Mike exit the restaurant .Colin walks up .Harold and Bob shake hands with Mike .They take off with the twins . Mike turns to Abby and Colin .Mike 's truck pulls up and he gets in .He drives away . Abby smiles at Colin , as a punk rock version of `` Getting To Know You '' PLAYS and a MONTAGE BEGINS .

Abby and Colin are watching `` TO CATCH A THIEF . '' Colin puts his arm around Abby .Abby grins , pleased .

Mike 's on set rehearsing with a HOT GIRL next to him . NEARBY , Abby gets flowers delivered . Mike tries not to be distracted by Abby 's delighted expression as she reads the card .

At the counter , Abby introduces Colin to Joy . As Colin turns away to get his latte , Joy falls to the ground in a MOCK SWOON . Colin sees this and , concerned , rushes to help Joy up .

Mike stands at the sports bar with Dwayne , Steve and Gary , as a DRUNK GUY praises Mike .Just then a CUTE BRUNETTE in a tight t - shirt and ridiculously gynormous implants walks up .Steve clinks his beer bottle against Mike 's .Mike sips his beer , looking a bit wary of his powers .

A waiter takes Colin and Abby 's order .She starts to say something , then smiles at the waiter .Colin smiles at her as THE MONTAGE ENDS .

A sign on the upscale bar window advertises `` Happy Hour - Ladies Drink For Half Price . ''

Mike has a beer and enjoys the scenery as Abby sits across from him at their table , making notes .He does n't answer .Mike is n't even listening . He 's watching a trashy redhead at the bar . Abby notices .Mike holds up a glass .

On set , Mike addresses the camera .NEARBY , a confused Joy looks at Abby .Abby does n't know weather to be pleased or worried .AT THE ANCHOR DESK Larry turns to the camera .Georgia winks at him .Abby rolls her eyes as Mike walks up .At this , a slick AGENT in a suit , 30 's , walks up and slaps Mike on the shoulder .Mike is stunned .Abby looks at the agent , confused .They walk off as Abby stands there .

Are you ready for this? I just got you on to `` The Tonight Show''. They want you as a guest.

Dude, this is awesome. You're about to go on Leno! NBC is going to give you the moon -

You go ahead and hold our table, doll. We've got some business to discuss.

Abby runs a programming meeting . Joy , Dori , Josh , Georgia and Larry are in attendance .Stuart pokes his head in .She rises and goes out into the hall .

A pissed Abby sits in the cab , having a conversation with herself .The CAB DRIVER looks at her .

Mike walks out of the lobby , as Abby gets out of a cab , suitcase in hand .Abby glares at him , about to show her true feelings , but then quickly covers . Smiling .

Abby and Mike sit in the backseat . Abby looks down at her notes .Mike studies her .Abby rolls her eyes , still angry with him .Abby sits there , fuming that he 's right .

A `` Tonight Show '' handler in a headset readies a visibly nervous Mike backstage . Mike 's Agent stands next to him , giving him a pep talk as Abby watches skeptically .Mike shoots him a `` shut up '' look . Abby pretends not to notice .Mike looks at her , surprised .She smiles at him . Looking a little calmer , he smiles back at Abby . The Agent rolls his eyes . The handler gives Mike the nod , as we HEAR -The audience applauds as Mike takes a deep breath and heads on stage .

And that was Kiku, the penguin that flies! Next up, here to tell us The Ugly Truth, is Mike Alexander -

Abby now sits in the audience , watching as Jay interviews Mike on stage .The audience reacts with hollers and cheers . Abby shakes her head .Mike looks a bit taken aback , but recovers quickly .Abby cocks her head , intrigued by Mike 's reaction .He hesitates , then looks at Abby for a moment . She gives him an encouraging nod . He gains confidence , and continues .Jay looks stricken , going along with the bit .The audience laughs , as we CUT TO -

So what's your number one piece of advice to all the people out there who are trying to find love?

Well, what do you say to guys like me who have been happily married for twenty - seven years? We ca n't be the exception to the rule, can we? There's plenty of us out there.

You're right. I'm going to get a divorce. My whole life is a lie.

Abby talks on the phone .She hangs up as Mike and his Agent approach .They walk off . Abby fumes - then does her self hating spazzy dance .

A festive Cuban place in Hollywood with a live salsa band and a floor full of SEXY PATRONS salsa dancing . Abby sits at a table , waiting anxiously . As Mike walks in , she waves him over .Abby 's surprised , then suspicious .The waiter arrives with mojitos . Abby looks at him .He looks at her , surprised , then -Abby sips her mojito , studying Mike .Mike sighs , deciding to level with her .Just then , the waitress walks up .She nods and leaves . Abby stares at him .He stands up .Abby looks out at the dance floor , seeing that even the worst dancers are great .Mike grabs her hand and leads her onto -

Mike and Abby make their way onto the crowded dance floor .Abby looks at him , sure that he 's about to make a fool of them both . Then , he takes her in his arms , completely self - assured , and starts leading her in a salsa dance and . he 's good . But not just good . Great .She follows his moves , half - shocked and half - turned on . He pulls her in a bit closer , and for the first time , she allows herself to be led without trying to control the situation . For about five seconds . Then she looks at her watch .

Mike and Abby ride up the elevator .There 's a moment of uncomfortable silence .The elevator comes to a stop .They hug . It 's long hug . They give a quick kiss .Neither lets go . They give a longer kiss .Mike starts out the elevator , then returns , grabbing Abby . And suddenly - They 're ALL OVER EACH OTHER . In the midst of this , the elevators try to close but their furious groping blocks it , until - A shrill BUZZING begins . They abruptly step apart staring at each other .Mike backs out of the elevator , looking shell - shocked . The doors close . Abby is flushed and stunned .

Abby sinks down onto her bed , wearing the same expression .There 's a KNOCK at the door . She leaps up , smooths her hair , checks her reflection , and goes to the door . Opening it with a smile , she finds - Standing there , bottle of red wine in hand , is . Colin .It takes a moment for Abby to adjust .He walks in the room , holding up the wine .As he opens the wine , some of it splashes on his shirt .

Mike approaches Abby 's door .He turns and walks the other direction . Then stops and turns back .He KNOCKS on Abby 's door . After a second it opens and - There 's Colin , standing there SHIRTLESS .Mike reels , trying to cover his shock .Abby appears behind Colin .He turns and goes .

Mike walks down the hall , freaked out and perturbed . Abby runs to catch up with him .He keeps walking as she tries to keep up .He stops and looks at her .He starts to walk off .They hold eye contact for a very long moment .Mike looks away .A lot . But he 's not saying it .He shrugs and walks off .

Abby enters the room . Colin stands there , still shirtless .He pours her a glass of wine .Abby takes the glass and drinks . And keeps drinking .Abby finishes the glass and looks at him .Abby smiles , pleased , then he continues .Abby 's smile fades .Abby looks at him , nodding , then -She looks around .

Abby paces in front of the gate and checks her watch , while talking on her cell phone .She hangs up the phone . A FLIGHT ATTENDANT approaches her .Resigned , she picks up her bag and walks on board .

Abby walks into the station , greeting the security guard .The security guard just looks at her and shakes his head , disappointed . Stuart rushes up to her .Abby is hurt and stunned , but overcomes it with fierce and abiding hatred .

Abby and Joy walk through the waiting area , which is filled with MIKE ALEXANDER REPLACEMENT HOPEFULS of all different shapes and sizes . Abby points at candidates , while Joy makes notes on a clipboard .She turns back to the candidates , frustrated .

Channel 4 's brighter and more expensive stage , with a prominent logo for `` MORNING MAYHEM WITH MIKE ! '' Mike , dressed in an Armani suit , glandhands the Channel 4 suits , as they show him around .Mike 's on autopilot .Mike finally wakes up a bit . Turns to Joe , a balding nebbish .The Big Wigs chortle .

KPHX retained the copyright to your old segment title, so we retitled you `` Morning Mayhem with Mike!''

Mike , in his suit , walks up the front steps . Jonah sits on a lawn chair , drinking a soda and watching - IN THE NEARBY VALLEY Hundreds of multi - colored , multi - shaped HOT AIR BALLOONS are aloft .As he opens the door and goes inside , Jonah calls out -

On the field that is covered with hot air balloons and their pilots and aficionados , Abby and Joy stand with Mike 's replacement - JACK MAGNUM , a fast - talking slickster who thinks he 's really fucking cool .Joy looks at Abby , a little worried .He fake - smiles and does the `` point - and - shoot '' , going so far as to blow the smoke off his fingertip gun .

Most of you are watching this show so you can learn how to get chicks. Let me assure you, you're in good hands. You're looking at a guy who's personally had sex with over 137 women. Most of them conscious.

We're here at the Balloon Fiesta, and I'm supposed to be telling you men are full of hot air, but I think we all know, it's the ladies that are full of crap. Just because she says no, does n't mean she means no.

Stuart sits in the control room next to Cliff .ON THE MONITORS - Jack Magnum does his intro , now standing in a balloon basket .Jack starts to do `` the gun '' , but then he remembers and awkwardly turns it into a peace sign .

Jonah watches TV as Mike gets a beer out of the fridge .Mike looks over to see - ON THE TV - Live footage from the Balloon Fiesta . Jack Magnum continues to alienate his audience .

Mike sits down on the couch to watch .ON TV - Jack Magnum just makes it worse .At this Jack Magnum is tackled and pushed out of the balloon basket . After a moment - A frazzled ABBY pops up in his place .

Stuart and Cliff watch from the control room , in shock .The PHONE RINGS . Stuart picks up , then blanches .

Abby stands in the basket , still nervous , but flying on adrenaline . Joy gives her a `` keep going '' hand gesture .

Mike stares at Abby on TV for a second , then grabs his keys .He races out , as Jonah calls after him .

Joy and the camera guy watch as Abby gains steam , ranting to the camera . B - CAMERA , strapped to the basket , also records .

From the news desk , Georgia and Larry watch the monitor , confused .Georgia squeezes his hand .

Mike 's truck careens into the parking lot . He gets out , racing towards the field .

Abby continues her impassioned tirade .She turns to see - MIKE standing there . He pushes past Joy and climbs into the balloon . Grabbing the mic from Abby 's hand .

Abby glares at Mike .BY THE CAMERAMAN , Joy shrugs .Mike continues his rant .She makes the universally known `` jack - off '' hand gesture .

Mike glares at Abby .NEARBY , Joy taps her watch .An OVERZEALOUS BALLOON PILOT walks up .IN THE BASKET , Mike looks at the camera .BEHIND HIM , the Pilot silently boards the balloon .The TORCH of the BALLOON is suddenly fired , covering her FBC violation . The cameraman follows the balloon as it slowly starts to rise .

To our left, we have the Sandia Mountains, glistening in the afternoon twilight.

And to our right, you'll see the Rio Grande River winding its way through the diochramatic landscape.

And off in the distance, we have the Petroglyph National Monument, where -

Abby glares at Mike , not realizing they 're still on the air .Abby and Mike spin around to look at him . Realizing the balloon is now soaring upwards .Mike starts to climb out .Mike looks down to see - They are now FIFTEEN FEET ABOVE THE GROUND . And rising . He stops climbing , as the balloon continues to float up and away .

Now holding champagne glasses , a disgusted Mike and Abby look at opposite ends of the sky , hating that they are trapped together .Mike is thrown , turning to look at her .Abby ignores the pilot .Mike ignores the pilot as well .

Jonah now sits with Elizabeth . They both stare at the TV in shock .

Abby stares at Mike .Abby opens her mouth , about to make a retort , then realizes what 's been said to her . For the first time in her life , she stops thinking and - Grabs Mike and kisses the hell out of him . The sheer force of her kissing THROWS them into the pilot , causing - The torch to FLAME radically . The balloon WHOOSHES upwards .

On the phone , Joy hi - fives the cameraman , then quickly composes herself .

Abby finally loosens her grip on Mike . Hair askew , he looks a little like he 's been hit by a cyclone .The Pilot looks worried for his safety .Abby and Mike keep kissing as the balloon sails into the sunset , and we FADE TO BLACK , then CUT TO -

CLOSE ON Mike , as he addresses the camera . He holds a mic , wears a tuxedo and speaks in a hushed voice .WE PULL BACK to REVEAL - Mike is standing in a garden with rows and rows of WEDDING GUESTS seated behind him . An altar with flowers and a minister wait patiently . Mike gestures for the camera to follow him as he makes his way up to the altar . As he arrives he greets his groomsman , JONAH , also wearing a tux . He only has eyes for Joy , Abby 's bridesmaid .A string quartet 's version of `` HERE COMES THE BRIDE '' begins , as we PAN OVER to see - ABBY , in a wedding dress , about to make her way up the aisle . Looking absolutely beautiful .The cameraman ZOOMS IN on Abby , as she catches Mike 's eye and smiles . IN THE AUDIENCE , Elizabeth takes photo after photo . Her date - a dead ringer for Jim Morrison - looks at her , amused .AT THE ALTAR , Abby finally arrives and looks at Mike .She gestures to - BOB and HAROLD from Corporate , who sit in the audience . Mike looks momentarily surprised , then -He turns to the camera .Abby leans over his shoulder .She smiles as we - CUT TO BLACK .

The screen is composed of large , straight - edge areas of black and white that rest against each other in a manner that suggests some kind of pattern , without making a final sense ; it is as if we are too close to something that , could we see it from a distance , would be clear to us . These areas shift and change - both their own shape and their relationship to their neighbors . New patterns are being made , new solutions found - but they are just beyond our comprehension . The effect should be aesthetically pleasing but simultaneously frustrating and , perhaps , a little unsettling . Shortly into this sequence , and subsequently inter - cut throughout , we begin to see , in FLASHBACK , the story of HELLRAISER . Arriving first as very short shock - images , these brief sections eventually convey to the audience all the necessary emotional and narrative information they will need to understand the background to HELLBOUND . Meanwhile , the black and white shapes are still moving , the unseen patterns still shifting . Over this constantly mobile background , the TITLES begin to appear . As the TITLES unroll , another change comes over the puzzle pieces behind them . Where before they moved and related only in two dimensions , gradually we see that they are now claiming depth as well . The puzzle we are looking at is now a three - dimensional one . The pieces are now solid blocks of various geometric shapes , locking together , moving apart , finding their final position . Finally , as the TITLES come to their conclusion , the camera pulls back until we can see clearly what we have been looking at . As the final piece clicks into positions we see it is THE LAMENT CONFIGURATION from HELLRAISER . The closed box rests before our eyes a moment and then the circle in the centre of the side that faces us gives way to an image of a dusty street with a market . Simultaneous to this , the camera TRACKS into this image until it fills the screen

The TRACK continues up through the market and then turns through the stalls to find a store behind them . As we TRACK through the store 's doorway , we pass through a beaded curtain that momentarily reminds us of the TORTURE ROOM in HELLRAISER .

Once we are in the store itself , though , this impression disappears . It is an ordinary , slightly seedy , junk shop . The stall seems to sell an odd mixture of items ; native trinkets share space with second - hand items from European colonists . These second - hand goods give us some sense of period . They suggest the late ` twenties/early ` thirties . This is reinforced by the sounds coming from one of them , an old - fashioned mahogany - cased wireless . A foreign voice speaks from it in a language we do n't understand , though perhaps the words `` BBC world service '' are discerned in the middle , and then a dance - hall tune of the period begins to play . -LRB- Depending on availability , it would be nice to have something relevant - ` I 'll follow my Secret Heart ' , perhaps , or ` Dancing in the Dark ' . -RRB- Into shot comes an ENGLISH OFFICER . His uniform , too , suggests the ` twenties , the last days of Empire . He is tall , thin , and dark - haired , but at no stage do we see his face clearly . He stands in front of the stall . The TRADER suddenly stands behind the counter . He has been crouched beneath it , as if checking or preparing something . He is a big , impressive - looking black man . His face is totally impassive as he stares at his customer . Neither of the men speak . Obviously , a deal has already been struck and today is the pay - off . The OFFICER , a little arrogantly - suggesting racist contempt , slaps down a bag of gold on the stall 's counter . Keeping his eyes firmly on the OFFICER , he reaches beneath him and brings something up from under the counter and places it In the OFFICER 'S outstretched hand . He is holding a LAMENT CONFIGURATION . The OFFICER turns and leaves . The camera TRACKS out of the store , looking at the TRADER as he watches the departing OFFICER .

It is typical of temporary military quarters , complete with a curved ceiling of corrugated material . It is stripped of furniture . The blinds are down . The OFFICER , still in uniform , sits cross - legged , the BOX held before him . He is already well into the solving process and very soon after the shot begins the BOX begins to speed its own solution . Finally , two sections of the BOX shoot upwards and begin to peel apart from each other , ready to reveal its secret . The OFFICER , suddenly nervous , drops the BOX and scuttles back across the floor to stare at it . The BOX lands upright , its extended parts still open above it . For a beat of two , nothing happens . We become aware of the OFFICER 'S pulse , throbbing excitedly on the soundtrack .

Slowly we , the camera , and the OFFICER , move towards the still , silent , but menacing BOX . We approach it until finally we are above it , looking down into the opening it has made in itself . There is undefined movement inside . Suddenly , something flies up directly at us . We glimpse it only briefly , but enough to see its nature . Unlike the hooks that flaw at FRANK in HELLRAISER , this is more organic than metallic . Pink and flesh - like but on a long gray - blue stalk , it flies upward , its lips peeling apart gapingly to reveal scores of yellow , discoloured , and viciously sharp teeth - like hooks . The OFFICER screams and the screen begins to take on a red tint so that , just as the thing is about to fill the screen with its hungry mouth , the entire screen turns red . The red screen is held for a second and then suddenly becomes complete blackness .

The black screen continues and , rising slowly from it and falling back slowly into it , in a dream - like , surrealistic manner , come various images of the OFFICER 'S torment/pleasure in Hell . By various camera tricks , such as step - printing or optical blurring , his face is still not clearly seen , but is seen enough for us to see his sensual , almost orgasmic responses to what is being done to him . Cuts appear spontaneously across his face , leaving a grid like crisscross pattern of wounds . Finally , a disembodied hand gripping a hammer drives nails into each corner formed by these wounds and , as the face comes into full view for the first time , we realize who this is . It is PINHEAD from HELLRAISER . PINHEAD 'S completed face floats on the blackness and stares out at us .The tiny silence following PINHEAD 's words is shattered by a piercing and terrified scream .

How can it send us back, child? We're already here. And so are you.

No more deals, Kirsty. It's your flesh we want to experience, not your skill at bargaining.

Go on. But trick us again, child, and your suffering will be legendary even in Hell.

The scream continues , but the blackness is replaced by KIRSTY 's anguished face ; it is she who is screaming . The scream subsides , replaced by breathless panting accompanied by rapid eye movement .We pull out to see that KIRSTY is sitting up , fully dressed , on a hospital bed . RONSON , a police detective , sits on a plain wooden chair , which is the only other piece of furniture in the room . The walls are bare save for a piece of primitive art on one wall , and , on another , a circular barred window looking out . RONSON stands up and walks to the foot of the bed . He rests his hand on the bed 's metal frame and smiles a perfunctory smile .KIRSTY is still re - orienting herself . She blinks a few times and then focuses on RONSON 's hands gripping the bed .KIRSTY looks up at RONSON 's face and then around at the room .He puts a cigarette in his mouth and lights it .RONSON reaches in his jacket and flashes an I.D.KIRSTY 'S eyes prick with tears . She looks away from RONSON .

Tell you what - we'll make a deal. I'll tell you what I know, then you tell me what you know. O.K?

You're in the Malahide Institute. It's a psychiatric hospital. But, hey, do n't feel judged - it was just the nearest place to bring you. Remember? You and your boyfriend?

Do n't worry. He's O.K.. We sent him home hours ago. Jeez, what a story.

What was it, kid? Smack? Angel dust? Do n't tell me acid's back in fashion?

Ronson. Homicide. I'm this district's slash and dash expert. Made a career of the nasty ones. That's why I was at your Dad's house. Jesus, what a mess.

Oh, pardon me. I obviously did n't convey my hesitation to take his story at face - value. No, YOU talk to me. But - do me a favor? - none of this DEMONS crap.

Easy, easy. Whatever happened, whatever you saw, it's not here now.

Mmmm. O.K. Frankly, I think she's more your territory than mine. Shame.

Kirsty. Doctor Malahide's going to look after you now. Maybe we could talk some more tomorrow.

I saw it. him. But I got away. And I took the box. And I solved it. And they came.

Wait! The mattress. You've got to destroy it. She DIED on it, you see. The mattress. It's haunted now. She can come back. like Frank. SHE CAN COME BACK.

I'm sorry, Kirsty. Kyle will come back with something to help you sleep. We shall speak tomorrow.

Hey, good joke, Kyle. Do you always come on to the mentally ill?

Oh, Jesus. I ca n't explain. It's. it's. I do n't know how to help! I have to save him and I do n't know how to help!

I know. No - one can. But I have to save him. Where's the other doctor? He said He'd listen. He promised.

Help. No, no - one can help. I just want someone to listen or I WILL go crazy.

But the part I know about, That must have started with my Uncle Frank.

Shit, Kyle. This is getting to be a habit. What is it, some kind of shock - therapy?

I do n't know, Kyle. You're the fucking expert. Now get out of the way!

What, you mean you're something more than a whore with a vicious streak?

You do n't want to go down there. You REALLY do n't want to go down there.

No! You. You ca n't! It was n't me. I did n't do it! I did n't open the box!

Do you see? You were RIGHT. This IS a puzzle, too. But WE'RE CAUGHT in the puzzle.

Tiffany. Wait here. If I'm not back real soon - get out. Get home.

I should have known! I should've known he would n't be here! This place is only for filth like you!

You're full of shit, Frank Cotton. My Dad was n't like that at all. He could feel. He could love. He loved ME.

He loved me, you bastard! He Loved me, he loved my mother. He even loved that bitch you betrayed him with!

Tiffany, listen. You've solved it. But we've got to solve it the OTHER way. See? See? We've got to get out.

It's 0. K. They ca n't beat an elevator. Not upstairs. It'll be O.K.

No deals! Just information. Information. Free of charge. No strings. Just information.

No, No, this one did n't escape. You told me you'd always been in Hell. You were wrong. Look at it. LOOK. IT'S YOU.

It's you! You HAVE N'T always been as you are. You were HUMAN. Remember. Remember all your confusions. Think!

So. What're you going to do? Open up a games - shop somewhere? Sell jigsaw puzzles?

CORTEZ , a POLICE OFFICER , shifts some unpacked crates to allow a closer look at the shriveled and deformed corpse of one of FRANK and JULIA 'S victims .CORTEZ prods at the corpse with his night - stick , attempting to turn it over . A stream of maggots pours from the mouth and the cavity that used to be its throat . CORTEZ jumps back in disgust and knocks against one of the several wardrobes in the cluttered room . Another corpse flies out at him , as decayed and flvblown as the first . CORTEZ draws his gun and empties it blowing the corpses head off , scattering flesh , mucus , and bone - but no blood - everywhere before realizing it is already dead . He realises what he has done and lowers his weapon sheepishly .

RONSON is sitting back in the chair , looking at the now slightly calmer KIRSTY .He holds out his hand towards KIRSTY in a theatrical manner .KIRSTY swings her legs off the bad , but remains sitting on it , her feet on the floor . She does n't look directly at RONSON but begins to take in the -LRB- few -RRB- details of the room for the first time .KIRSTY closes her eyes , almost wincing , as memory comes . KIRSTY opens her eyes . Consciously , she slows the rhythm of the dialogue down .KIRSTY turns her head to look directly at RONSON .RONSON stares at her , impressed by her conviction and intensity . There is a second of shared silence . Suddenly , a shocking ELECTRONIC CRACKLE shatters the mood . RONSON starts , then realises it is the radio at his belt . He snatches it up and speaks into it .

Another OFFICER , KUCICH , is standing , radio in hand , by the blood - stained mattress . CORTEZ stands beside him , gun now safely re - holstered .KUCICH looks at CORTEZ , who looks embarrassed .

Kucich here, sir. We just found another one, though it suffered a little.

er, accidental damage in discovery. Anyway, just about the only portable evidence we've got here - apart from human remains - is the mattress. Looks like someone was messed up real bad on it.

RONSON throws KIRSTY a look of exasperation with his colleague . The camera stays on KIRSTY 's face as RONSON speaks .Without waiting for a reply , RONSON switches the radio off and clips it back to his belt .

We are looking at the mattress . KUCICH has left the room . CORTEZ draws a pad from his packet . The pad is stapled , and the staple has been badly inserted and is not closed property . In the act of tearing a label from the pad , CORTEZ catches his thumb on the staple .The label is adhesive - backed . CORTEZ licks it and presses it on the mattress . He writes on it - 55L/E1 . As he stands up from doing this , a single drop of blood from his thumb lands on the mattress . -LRB- It is important that we see it is only a single drop - and nothing like the amount LARRY spilled on the floorboards . -RRB- CORTEZ leaves the room to fetch a colleague to help him move the mattress . We move in to see the drop of blood disappear very quickly into the mattress , as if it is being sucked in . As this happens , we hear on the soundtrack the faintest RUMBLE .

A somewhat antiquated and frightening operating room , filled with machines , monitors , and surgical instruments . The corners of the room fall away to shadow . Sitting upright in the centre of the room is a FEMALE PATIENT . She is awake and staring out at the camera . Twin probes/clamps are in each of her ears to hold her in place . Her head is shaved and the skin on the back of her head has been cut open and peeled apart . The flaps of the skin are held away from the area being worked on by four clamps . -LRB- we never actually see round to the exposed brain itself -RRB- Immediately behind her , and probing with professional skill and coolness into her exposed brain , is DOCTOR MALAHIDE . He is in his late forties and looks like all the great doctors look - rational , civilized , competent , and powerful . There is an intensity in his eyes and the lines of his face though that suggests something more than normal . The room has several attentive listeners and observers , but the one nearest to MALAHIDE is his personal student/assistant KYLE MACRAE , young , conventionally good - looking , with an open , friendly , face . MALAHIDE is holding forth on the secrets of his trade , several times looking away from his patient while still working on her , to make sure his audience understand his points .Polite laughter from several students .He prods in at a specific area .The PATIENT begins to blink in time with MALAHIDE 'S prodding . The affect is half - comical , half - distressing . Perhaps MALAHIDE carries it on just that half - second too long for innocent demonstration . But the students give impressed murmurs anyway .As he speaks , MALAHIDE injects a syringe directly into the PATIENT 's brain . Her face spasms momentarily . MALAHIDE stands back slightly . His face is serene , calm , and confident . He takes a small , motorised drill and sets to work on the brain .He looks around at them all , smiling slightly .The students murmur their approval . Perhaps they even applaud . MALAHIDE acknowledges their reaction with a modest nod . Suddenly , an intercom on the wall cuts in .MALAHIDE steps back briskly and begins to peel his cloves off . He nods at a nearby student .MALAHIDE and KYLE leave the room .

We can bring them back properly more often than scientific orthodoxy dictates, ladies and gentlemen. And the knife, far from the enemy of of analysis, is often its greatest ally in solving the puzzles of psychosis. Analysis isolates and massages. Surgery pinpoints and corrects. though you've got to know what you're doing, of course.

Now. This case. A deeply - buried psychosis severe enough to produce frighteningly frequent hysteria and aggression. Incurable. Say others. Not so. Analysis isolates. The knife exposes. Medication controls.

And then, ladies and gentlemen, we REBUILD. With all the care and knowledge that our years of training have given us.

Dr. Malahide, the new arrival is awake, and appears very distressed.

My part in this is over. You may tidy up for me. Kyle, you come with me.

I've read the boy's statement. Quite the adventure they believe they had. I'd like to talk to her alone. Do you think?

Detective. I'll be able to help this girl. But I need your assistance.

I suspect not. But that does n't necessarily mean you're wrong, does it?

Well, I do n't know yet. However, you're not lying. YOU believe this is the truth.

Officer Kucich? Yes, Doctor Malahide. You've spoken to Ronson? Yes. That's right. The mattress. No, I'll meet you by the side entrance. No, no, my HOUSE. Yes, let me make that clear. The house, NOT the hospital. Yes. Fine, and thank you.

You were almost enough, Julia but. I have to see. I have to KNOW.

Tiffany. Come. I have a whole new world of puzzles for you to enjoy.

KIRSTY has her hands over her face and is shaking . RONSON stands and crosses to her . He takes her hand from her face and calms her .She stares directly at RONSON , daring him to disbelieve .RONSON stares back , perhaps a glimmer of belief in his eyes . On the soundtrack , the sudden and shocking sound of a door being slammed open and hitting the wall . KIRSTY screams . Even RONSON is startled . In the doorway are DOCTOR MALAHIDE and KYLE . MALAHIDE advances into the room , smiling apologetically as he does so .MALAHIDE holds his hand out , as RONSON nods in response .The man shake hands . MALAHIDE gestures behind him .MALAHIDE speaks quickly , as if to get the formalities out of the way . As he says her name , he smiles benignly at KIRSTY who , still distraught from her memories and shocked at the slamming of the door , simply stares at him . MALAHIDE turns his attention back to RONSON , drawing him away and speaking to him in a lower voice . Meanwhile , KYLE walks over to KIRSTY and smiles at her - long enough to embarrass her into smiling back .RONSON looks over his shoulder at KIRSTY . He then looks carefully at MALAHIDE and then nods slowly .RONSON looks back at KIRSTY .KIRSTY nods vaguely and then , just as RONSON reaches the door , calls out to him .RONSON smiles helplessly at her , then glances at MALAHIDE with a `` you see what I mean '' expression , and leaves the room .MALAHIDE stares at her briefly , with a strange expression on his face and then abruptly follows RONSON through the door . KIRSTY is too absorbed to notice this odd behavior , but KYLE stares incredulously as MALAHIDE leaves the room .He follows to the door and stands in the doorway , looking down the corridor .

Oh, Jesus, I'm sorry. God, if anyone should know not to do that, it's me. I'm sorry. O.K?

Almost complete withdrawal. She has n't said a word for nearly two years.

Yeah. Doctor Malahide's got her doing these jig - saws and things, though. Says it's helping to bring her out.

Anyway, let's concentrate on you for a moment. Wan na suck on this for me?

Dr. Malahide. Yes. Look, I'll fetch him. You take it easy. I'm sure he can help.

Jesus, yes! What do you expect. I mean, God, I still do! It's just that now I'm crazy too.

God, I wish I could say no. This is going to do terrible things to my attitude, you know.

I KNOW I do n't have to. It's just my time of the month to be a complete fucking idiot. O.K?

RONSON stands before a set of double - doors , talking to a UNIFORMED OFFICER . MALAHIDE comes into view , walking swiftly , and instantly talks over their conversation .

Looking back at the corridor , we see the door to KIRSTY 'S room ajar , and KYLE standing by it looking down .

A LONG SHOT of MALAHIDE and RONSON . KYLE , and we , are too far away to hear what is said , but MALAHIDE in nodding and gesturing emphatically , as if persuading RONSON of something .

KYLE returns into the room and closes the door . His expression is puzzled , troubled . Then he remembers there is a patient here and he smiles .KYLE smiles again .KIRSTY draws a deep breath , temporarily calmed . She even manages a smile .MALAHIDE re - enters the room .KIRSTY looks at him warily .MALAHIDE offers a re - assuring laugh .Suddenly , the door opens again . An INTERN is standing there . For the briefest of moments , MALAHIDE looks furious and then , catching himself , assumes his calm demeanor .MALAHIDE sighs .He looks down at KIRSTY .MALAHIDE and KYLE follow the intern from the room , KYLE giving a last friendly smile as the door closes behind them .

We just ca n't say. O.R.'s on standby. They'll do what they can.

We are staring down the midway of a deserted carnival . On either side , stalls and rides beckon to pleasures that their locked doors and tarpaulin - draped entrances deny . A light rain is falling . A huge wooden cut - out of a grinning clown dominates one stall while the sign beneath him seems to state the ethos of the whole place ; LOTS ` O ' FUN . Another has a banner proclaiming FREAK SHOW , with the subheading YOU 'LL GASP AT THE GEEK ! On the horizon in the distance , almost denying the reality of what we are seeing , tower vast cranes of unimaginable height while beyond them impossibly huge oil - drums squat against the moon - bright but cloudy sky . Into shot , and running down the midway , comes a girl , TIFFANY . TIFFANY is a girl in her early teens but looks younger then her years due to her boyish figure and her slightly over - delicate features . For the last months , TIFFANY has been finding ways out of the institute and making her way here , where she has one special obsession , which we will soon see . Following her into shot , but many yards behind , come two INTERNS from the Institute . They contrast each other almost comically , one being tall and plump while the other is smaller and thinner . They 're not quite the Stan and Ollie of the medical world but with some serious rehearsal they could get there .Even as the first INTERN says this , we see TIFFANY make a sharp left turn into a stall entrance .

A front view of the stall into which TIFFANY has run . The large sign above it proclaims ` HALL OF MIRRORS ' and a smaller sign perched above a distorting mirror to one side of the entrance says ` YOU 'LL BE AMAZED ' . The two INTERNS enter at a run .

There follows a hopelessly one - sided pursuit through the mirror maze as TIFFANY effortlessly eludes the two INTERNS . There are three major facets to this sequence ; 1 -RRB- Comic relief - as the two interns make fools of themselves . There could even be a room of distorting mirrors where the thin INTERN becomes fat and the fat one thin . 2 -RRB- TIFFANY 'S ease and expertise with patterns and puzzles . 3 -RRB- Confusion of the audience 's sense of the real and the unreal . This goes on long enough for us to realise the 1ST INTERN was right to worry , how long TIFFANY could elude them . Then , jarringly , as the screen is full of reflected TIFFANYS there suddenly appears amongst them a single image of MALAHIDE . Everything stops . The image of MALAHIDE -LRB- and we should n't he sure yet if we 're looking at a reflection or the real man -RRB- puts its hands out , palms up .All the TIFFANYS move quietly toward him until they all disappear from view . Then the real TIFFANY comes into shot , her back to us , and walks toward what we now see to be the real MALAHIDE , who is standing in a doorway deliberately framed like a mirror to confuse the customers . TIFFANY places her hands docilely on to MALAHIDE 's outstretched ones .

KIRSTY has been dozing fitfully , but is awakened by strange noises . At first terrified , she slowly realises it is simply someone being put in the room next door . She waits until activity has ceased and then moves to her door . It is unlocked . She moves out into the corridor .

Looking warily from side to side , KIRSTY edges out into the corridor , along it , and then stops by the door of the adjoining room .

A hand fits a piece of jig - saw puzzle into the space it belongs . We know it is a jig - saw by the shape of the pieces , but it is clearly not the conventional type - a picturesque photo - because all we can see at this close - up angle are large areas of black and white .

We now see that the puzzle is on the floor of a room of a similar size to KIRSTY 'S . It is slightly more decorated ; It has curtains and wallpaper . And a tiled floor . Sitting cross - legged on the floor next to the puzzle is TIFFANY . The puzzle , which we can now see more clearly , is an intricate abstract design in black and white . There are several pieces still un - fitted but TIFFANY is working steadily , efficiently , and with complete concentration . On a wall behind her there is a visual record of her progress over the last few months . Sealed in plastic by staff members are . Puzzles she has solved , with dates marking her advancement . They begin with the simplest wood block animals usually given to very small children . passing through photo - puzzles of increasing difficulty , and culminating in one or two other examples of the kind of complicated pattern - work she is involved in now .

We pull out to see that this is KIRSTY 'S P.O.V. from the glass panel in the door of TIFFANY 'S room . TIFFANY looks up at one point and eye - contact is made . KIRSTY gives a tentative smile and a small wave . TIFFANY stares at her . The stare is long but unresponsive and finally TIFFANY returns to the puzzle . KIRSTY has her back to us and the camera is quite close in when a hand suddenly moves into shot and touches her shoulder . KIRSTY jumps back in alarm , fear on her face . But it is only KYLE . KYLE raises his hand in apology .KIRSTY nods and gives a nervous smile . KYLE , still embarrassed by his foolishness and eager to change the subject , nods towards the glass panel .KYLE ushers KIRSTY back into her own room .

As he closes the door to KIRSTY 's room , KYLE reaches into the pocket of his lab - coat and produces a small box of pills .KIRSTY looks up at him sharply . He is proffering a pill and grinning facetiously .KYLE 's face falls . He blushes . Pressing the pills into KIRSTY 's hand , he backs off to the door , apologising .He exits hurriedly , closing the door behind him . KIRSTY grins despite herself . She looks at the pill for a second or two and then puts it firmly back in the box . Realising there is no bedside table , she puts the box on the wooden chair .She is about to lie down on the bed , when she senses something is wrong in the room . KIRSTY is instantly tense again . She swings her head to the side and tenses in horror , stifling a scream . In the corner of the room , against the wall lying in a pool of blood , is her skinned father LARRY . KIRSTY emits a pained moan of pure anguish as she realises what she is looking at .The thing in the corner raises its arm weakly from its side and begins to write on the wall in its own blood . It writes : I AM IN HELL ; HELP ME . KIRSTY covers her eyes with her hands and begins to sob . KIRSTY takes her hands from her eyes . The figure has gone . The pool of blood has disappeared . But , on the wall the words remain . KIRSTY makes herself rise from the bed and walk slowly across the room . Her eyes full of tears , she stretches out her arm and touches the word ` I ' . As her fingers make contact , the words instantly disappear . She presses her bloodied finger quickly to her lips before that last trace of her father can vanish , too .

TIFFANY is still sitting up cross - legged , weeping . Her puzzle is completed .

Basically an establishing shot to show it is the next morning but it also serves to show MALAHIDE walking briskly to work . His suit is tasteful and simple , but discreetly expensive - looking . He walks with purpose and looks straight ahead , acknowledging only with polite nods the respectful greetings of various JUNIOR DOCTORS and NURSES he passes on his way . He enters the institute . We should also see several patients being walked , or wheeled , around by STAFF during this shot .

This is a large , traditional hospital ward with a line of beds down each long wall and a wide central aisle . Nearly all of the beds are occupied and , at the far end of the ward , there is a male patient in a wheelchair . All the PATIENTS ' eyes turn immediately and happily to MALAHIDE as he crosses the room , continuing his speech .He - does n't stop his progress but walks straight through the room and into the corridor . As the door closes behind him the WHEELCHAIR PATIENT scowls .

MALAHIDE walks swiftly down the corridor in which we saw him talk to RONSON earlier , but this time the camera follows him through the double doors and further down the corridor . He enters an elevator and the doors close in front of him .

MALAHIDE exits the elevator into a lower corridor , one not so carefully decorated . We are in the area in which the more deeply disturbed of the Institute 's patients live . The rooms are smaller , closer together , and there is an observation panel set in each door . MALAHIDE looks into the first four rooms . In the first , a middle - aged , overweight woman sits completely motionless in the middle of the floor . She is dressed in a shapeless white robe and is sitting crosslegged . Her head is shaven , her eyes are rolled completely up into the sockets so that only white shows . In the second , a very thin man of about thirty is pressed as tight as he can be into one corner of the room . His hair is long and he has a full beard . He is naked but not unadorned - his body and much of his cell wall is smeared in excrement . In the third , a man of about MALAHIDE 'S age - stands in the centre of the room . He is of normal build but his head is shaved . His face , scalp , and hands are covered in self - inflicted and amaterurish tattoos - all of crosses . He is dressed in T - shirt and jeans . With both hands he holds aloft a silver crucifix , pointing it in all directions , as if under constant siege by Devils . He mutters prayers and invocations constantly . In the fourth , a man in his early twenties restrained in a strait - jacket . He shuffles around on the call - floor , his eyes twitching and flitting from one part of his body to another .Off - camera , we hear the sound of KIRSTY 's sobbing - which bridges the CUT TO : 33 INT . HOSPITAL ROOM DAY KYLE enters , having heard KIRSTY crying . She is sitting with her legs over the side of the bed with her face in her hands . KYLE immediately sits next to her and puts an arm around her shoulder . He does n't force her to speak . He lets her let the tears out . Finally , she looks up .KYLE responds quickly to this . His faith in MALAHIDE is strong , despite that curious incident of the previous night when MALAHIDE followed RONSON out of the room .KYLE stands up , making soothing motions with his hands , and heads for the door .KIRSTY turns and gives KYLE a strange look as he opens the door .

We TRACK with KYLE down the corridor , eventually reaching an impressive door , which is slightly ajar . Even before we reach it , we hear MALAHIDE 's voice . He is clearly on the phone . Because of the nature of what he is hearing , KYLE pauses when he reaches the door , listening with a confused expression on his face .We hear the phone click . KYLE waits a moment and then walks swiftly through the door , speaking as he does so .

KIRSTY 'S face fills the screen . Her voice is slightly dreamy , as if she is still trying to understand herself the story she is about to tell .Her voice trails off . We pull out to see KIRSTY sitting up on her bed . MALAHIDE on the wooden chair , and KYLE standing by the door . MALAHIDE 's voice pulls her back .KIRSTY snaps back and continues to speak in a more normal voice .DISSOLVE TO

We TRACK in slowly towards a modern house that we will learn is MALAHIDE 'S , up the drive , towards the front door . DISSOLVE TO

The TRACK continues along the hallway and into the OBSESSION ROOM .

The TRACK continues . The room is dim , lit only by stray shafts of moonlight . On the floor in the centre of the room is the mattress . The TRACK stops . A main light is clicked on and MALAHIDE moves into shot . MALAHIDE pours himself a scotch from the decanter that sits on the writing table and approaches the mattress . He is clearly very , excited . He walks around the mattress two or three times , never taking his eyes off it . He walks back to the writing table , throws his drink back , puts the glass down and leaves the room .

MALAHIDE leaves through his front door and walks toward the hospital .

After a few seconds silence we hear a repeated clicking sound , as if something is being forced , followed by a louder snap and the sound of a sash window being opened . The curtains balloon inwards , part , and KYLE steps into the room . He stands still for a moment , as if making sure he is alone , and then begins to take in his surroundings . The room is entirely devoted to MALAHIDE 'S secret obsession - with the Paranormal in general and the Lament Configuration in particular . It is a fair - sized , square shaped room . Prints , paintings , and photographs cover the walls . All of these pictures relate in some way to his obsession ; photographs of ghost - sightings ; portraits of magicians from Cagliostro to Crowley ; prints of arcane symbols and pentagrams , etc. . Specifically , we recognize a print that resembles very closely the jigsaw he has had TIFFANY recently solve . Also , there are framed diagrams -LRB- which look very old -RRB- of the Lament Configuration - Both open and closed . On a long , low table there are three glass cases . In each of these cases is a Lament Configuration . On each case is a small label giving a location , a date of acquisition , and a number - which we may assume to be the number of deaths attributable to that specific box . These labels read : CAIRO 3/4 / '59 7There are also , on a small desk - top bookshelf on a writing table , editions of MALAHIDE 'S own books . He seems to have spent his career publicly denying what he is privately obsessed with - because the books titles include ` Possession : Not Demons but Disease ' , ` The Myth of the Diabolic ' , and ` The Internal Inferno ' .We assume he has visited MALAHIDE 'S house before , but he has clearly never seen this room . He stares at the mattress with incredulity , as if he still ca n't believe his superior has had it brought here . Then he begins to look around the room in more detail . He approaches the glass cases and bends slightly to look at their contents . KYLE shakes his head .

MALAHIDE walks past a bank of meters and huge circuit breakers on his way to the lower and of the corridor , by the cells of the very disturbed . He stops by the cell of the man in the strait - jacket . We hear from the outside the familiar muttering of BROWNING . MALAHIDE enters the call .

As MALAHIDE enters , BROWNING looks at him . His eyes demand , not plead , and he speaks through clenched teeth .

KYLE is rooting through the drawers in the writing table . Generally the contents are unremarkable - handwritten notes , a few patients case - files etc. . - but in one of the drawers he finds a black ring - binder which he takes out and lays on the table . It is a book of faces . There are about fifteen sheets in the binder . Some of them are genuine photographic prints , some photocopies of original photos . They range widely in age , race , and sex . They are all full - face portraits . Chronologically , the range is extensive too . Some pictures -LRB- generally photocopies -RRB- appear to date from the earliest days of photography , the late 1880 's , others have an Edwardian appearance , or suggest the 1920 's . Only one or two seem to be less than thirty years old . KYLE flicks back and forward in the book , wondering on the significance of these people . He is lost in the musings when the click of the front door tells him MALAHIDE has returned . KYLE closes the book and quickly slips it back into the drawer . He heads rapidly for the window he came in through but realises MALAHIDE is too close for him to open it and make good his escape . Instead he stands between the window and the curtains , pulling the latter closed over him . MALAHIDE enters the room , leading BROWNING who is still strait - jacketed .

We see KYLE standing very still in the limited space behind the curtains . It is clearly seen that , given the thoroughness with which he closed the curtains and his immobile position , he is unable to see what is happening in the room . He can hear , but not see .

MALAHIDE leads BROWNING across to the mattress . Standing beside it , he unbuckles and removes the strait - jacket from his patient . BROWNING , beneath the strait - jacket , is naked to the waist . His arms and cheat are a mass of scars of various age and size . MALAHIDE gestures to the mattress . Now that his arms are free , BROWNING is scratching furiously .BROWNING lies down , still scratching , trust and hope in his eyes .

As if looking through BROWNING 's eyes , we see his body stretched out before us on the mattress . The naked chest and arms are covered with raised lumps , red and painful - looking . As his scratching arms attack these lumps , they break open , revealing vile black insects that have hatched beneath his skin . BROWNING brushes these away while he scratches at the remaining lumps .

BROWNING has already re - opened some of the more recent scars , and blood slowly rises to the surface of his skin . MALAHIDE walks over to his writing tableland goes into one of the drawers . He produces an old - fashioned cut - throat razor and walks back to BROWNINGHe proffers the razor . BROWNING siezes it . MALAHIDE steps back quickly , a mixture of anticipation and apprehension on his face . BROWNING slashes at his body and left arm with a short , sharp , slicing motions . In his mind , he is lancing the cysts that contain the tormenting insects . In reality , he is inflicting horrifying damage on himself . Blood pours from the multitude of wounds , running over his body and down onto the mattress . Suddenly , without any preliminaries , two painfully thin , flayed , mucus - covered arms shoot out of the mattress , one on either side of the still - busy BROWNING . They wrap themselves tightly across his chest and crush him tightly to the mattress , as a head , similarly wasted , oozes out of the mattress to the side of BROWNING 's head . Beneath his delusions , BROWNING suddenly has an inkling of what is happening to him . His eyes widen and his mouth opens ready to emit a scream but the monster beneath him forces a hand over his mouth as it buries its face into the soft flesh of his neck . Two legs now rise from the oozing slime that the bloodstains on the mattress have become . They too wrap themselves around BROWNING so that he is held tight . Finally , with titanic effort , he gathers enough momentum to roll completely free of the mattress and falls to the floor beside it . The thing on his back now is pulling free from the bed of bubbling , frothing slime that the mattress now is with a sliding , slurping sound . The monster 's face is now deep in the flesh of his throat , and even as BROWNING forces himself up first onto one knee and then , very unsteadily , onto his feet , we can see him wasting away - his face losing its fullness and colour , his chest sinking in on itself . The creature , which is still wrapped around him and clinging tight is , unlike him , growing in stature by the second . Muscles are inflating , arteries pumping more vigorously , and flesh itself filling out . Its horrific thin - ness when it first appeared effectively unsexed it but now , as its regeneration continues , the fullness of its hips , the roundness of its thighs , and the sacs of fat and muscle that bloom above its ribs confirm its female nature . If there was any doubt that this was JULIA , it is now disappearing . BROWNING is now nearly a walking corpse and it is the strength of his will alone that allows him to take a few faltering steps with JULIA still enveloping him . With the desperate strength with which she clings to him and the way her legs are wrapped around his hips , it is like an obscenely perverse parody of sexual passion . MALAHIDE has been watching all this with an incredible mix of emotions playing across his face . Still human enough to feel both fear and disgust at what is happening he is nevertheless awe struck and exhilarated . He has waited all his life for such an irrefutable demonstration of the power and the truth of the supernatural . Similarly , the scientist in him is fascinated by the living anatomy lessons that JULIA 's regeneration and BROWNING rapid decay offer . With one last dying effort , the now - almost - husk - like BROWNING breaks JULIA 'S grip and makes a futile step forward as she falls from him . He totters towards the curtains . Just as the audience think he will pull them down with him , revealing KYLE , JULIA grabs his ankle and pulls . He falls back to the floor .

The loud noise of BROWNING 's fall renews KYLE 's resolve to see what is going on . Carefully , he shifts his position so that he can see through a small gap in the curtains .

KYLE may have heard one or two strange and unpleasant noises but BROWNING has not screamed nor JULIA spoken ; nothing has prepared him for what he sees - a skinned woman sucking out what life remains from the dried husk of a psychotic man .

KYLE 's head jerks back , shaking as if he 's just had an electric shock . His mouth moves but no sound emerges .His terror simultaneously urging speed and silence , KYLE gingerly maneuvers himself out of the window .

JULIA lies back satisfied on the floor . She looks up weakly at MALAHIDE .Her voice is perfect . MALAHIDE stares at her , his fascination intense . He crosses the few yards that separate them . He looks at her , lying beside the hollow shell that was CHEYNEY . Her eyes stare back , brilliant , sparkling , alive .MALAHIDE realises her temporary vulnerability ; all the life force she has absorbed from BROWNING has made up her body , but it will take some moments for the strength to return to her . Fascinated and sympathetic as he is however he can not yet quite brine himself to touch this creature . Instead he moves the mattress nearer to her , allowing her to crawl back onto it and lie down again . MALAHIDE stares down at her . He attempts a smile , but is too nervous to make it convincing . He is trembling slightly . This contact with the beyond is something he has dreamt of for years , but nevertheless the physical reality is overwhelming . JULIA treats him to the approximation of a smile . She is far from nervous . She studies herself . Her figure is fully formed , her womanliness undeniable . All she is missing is a skin . She stretches her arms . She lifts her legs . She writhes on the bed in pleasure , like an X - ray photograph of a calendar girl . MALAHIDE stares at her , following the sensual movements of her body . He swallows , a little embarrassed by his response to the naked display he is privileged to watch . JULIA 'S eyes twinkle at him .She looks away and continues her stretching and wiggling , more conscious of it now as an erotic display . The strength has flooded through her body as she rises to her feet , and stops off the mattress , smiling at MALAHIDE . MALAHIDE backs away from her as she moves towards him , doing his best to return her smile . After a few steps , JULIA stops and simply stares into MALAHIDE 'S eyes . He too stops and returns the gaze . The camera circles them slowly several times , studying them - the dressed , nervous man and skinned , confident woman .MALAHIDE says nothing . Perhaps he swallows nervously . The camera continues its circling movements . The scene FADES TO BLACK and JULIA begins to laugh , small , sensual giggles at first building finally as the blackness comes into an almost hysterical crescendo of raucous joy .

Yes. I had to stop you going in there because I knew you'd cry out. Any normal person would. It. It's just TERRIBLE.

Oh, you can try it, you little bitch. I'd love you to try it. But I'm not just the woman I was.

Oh, Kirsty. They did n't tell you, did they? I'm afraid they've changed the rules of the fairy tale ; I'm no longer just the wicked step - mother.

Sorry, friend. No day trips to Hell. Here you are. Here you stay. And forward the only way to go.

But you WANTED this. You wanted to SEE. You wanted to KNOW. And here it is. The heart of Hell. Leviathan.

Why do you think I was allowed to go back? For YOU? No, it wanted souls. And I brought you. And you wanted to KNOW. Now you're both happy.

Oh, poor Larry. You never could hold on to anything for very long, could you?

KIRSTY is again lying on her back on top of the bed . She is a stark contrast to JULIA . No display . No laughter . Her eyes are open and red - rimmed from weeping now . There is also complete silence . All the more jarring , then , the sudden sound of someone fumbling at the handle of KIRSTY 'S door . Her eyes widen in alarm and she flings herself off the bed , scanning the room for anything that can be used as a weapon . There is nothing but the chair and she she has all but lifted it aloft when she sees that it is KYLE , who comes into the room .She was angry , relieved , and amused when she realized it was KYLE and all these showed in her voice and face . Now they drop away completely , replaced by a nervous apprehension as she becomes aware of the blank horror on his face .KYLE opens his mouth a few times , as if unsure what to say .

TIFFANY walks around her room , staring at her completed puzzles - those on the wall and the one on the floor - and waiting for the next one . FADE OUT FADE IN

MALAHIDE , dressed in a black suit , is in the room , staring at the empty mattress . We TRACK with him through to his LIVING ROOM .

In contrast to the secret and private obsession room , this room is the tasteful and upmarket room of the successful professional . It is a long spacious room with modern furniture and white walls . The walls are mostly free of decoration save for two or three large canvases of abstract art . The longest wall is broken up only by a low circular table , which rests against it about half way down . On this table is a very simple black vase containing a spray of beautiful white lilies . Above this vase on the wall is a large frameless mirror . As MALAHIDE enters , the first thing he sees is a bloody palm - print on one of his white walls . He blinks at it and looks down into the room . We CUT TO ; JULIA . At first it seems she is staring at the lilies , but as we TRACK around her , we realise she is staring at the reflection of her skinned self . Her face snarls at herself , she roars with rage , forms her hand into a fist and shatters the mirror . MALAHIDE rushes towards her . She swings round and freezes him with a glance . They hold their positions for a moment , MALAHIDE nervous and JULIA furious , and then JULIA makes herself relax . She sighs , takes a few deep breaths , and then speaks .TIME CUT

CLOSE UP on a strangely Art Deco electric fan heater , with bright red coils emitting waves of heat . We pull out to see MALAHIDE standing by the table with the flowers . There is now a half - full glass of wine on the table , along with an ashtray where a cigarette burns away ignored . A pack of cigarettes is now visible in the breast pocket of MALAHIDE 's jacket . JULIA enters the room and closes the door behind her . She is dressed in one of MALAHIDE 'S suits . It is a light weight suit of white linen , a suit for expensive holidays in hot countries . She crosses the room to the table ; pausing slightly in the centre of the room , to allow MALAHIDE to look at her .MALAHIDE 'S nervousness has retreated a little , he manages to smile . He nods his head slowly a few times .He pauses , lost for words . JULIA does n't wait for an answer . She crosses to the table and takes up his glass of wine . She downs it in one . MALAHIDE stares at her , a little surprised .She smiles strangely at him and then moves closer . Slowly , keeping her eyes on his , she reaches into his breast pocket for his packet of cigarettes and places one in her mouth .For a moment , MALAHIDE 's face is stone . Then , slowly , he returns her smile and , drawing his lighter , lights her cigarette .

A large multi - level shopping complex obviously up - market and expensive . We see MALAHIDE , riding up one on the central escalators , looking around him as he does so , as if searching for a specific shop . He reaches the next level and begins to walk along one of the several avenues that lead away from the central square containing the escalators . He walks past several shops , looking in their windows ; a chic specialty shop , a window full of clocks , a cutler 's . Finally , he stops in front of one . He stares at its display window . The window is classily minimal . There is in fact only one dress in it . It is an exquisite white cocktail gown . The gown is full length but quite tight - fitting , merely flaring a little from below the knee , and has a halter - neck . MALAHIDE walks into the shop .

We are looking at a reflection of MALAHIDE in the large mirror that covers the inside of his wardrobe door . His real hand and his reflected hand come together at the edge of the door and tip it slightly , changing the image that the mirror shows us . Now we see JULIA . She is in the dress from the shop in the mall . It is a perfect fit and shows her figure off very well . Being a halter - neck , however , her skinned arms and shoulders are completely bare . Also , it is quite low cut at the front , exposing a fair degree of visceral cleavage , and at the back . JULIA turns fully around in front of the mirror examining herself from every angle . Her mood is unreadable until she speaks .MALAHIDE does so . He understands and tries to console her .TIME CUT

CLOSE UP MALAHIDE 'S hands applying wide , white , surgical bandages to JULIA . We pull out as MALAHIDE steps away from JULIA . They are both standing in the middle of the living room floor . JULIA 'S arms , torso , and head are now completely enclosed in neatly and professionally applied bandages . There are three slits for her eyes and mouth but apart from these she is completely covered . Over these she is still wearing the white dress .JULIA lifts her arms slightly to look at them and then touches her bandaged face . She turns towards MALAHIDE . The camera begins the same circling movement it made around them the previous night . MALAHIDE 'S nervousness has practically disappeared . He has helped this woman . He has bandaged her and dressed her . He is slightly in awe of her , but it is now tinged with excitement , not fear . The camera 's circling grows faster .JULIA walks towards him , slowly raising her hands . When she is close enough her hands cup his cheeks . She pulls him towards her , and , tipping her head to one side , kisses him . Her body moulds itself to his . She leans her head back . Were they have kissed blood has pressed up onto the bandage from her skinned flesh . It looks like smeared lipstick .MALAHIDE puts his arms around her waist . They kiss tenderly . Slowly , almost nervously , he lowers his hands until they rest on her buttocks and presses her in towards him . They begin to spin themselves now , echoing the camera movements . They cross the room , kissing blindly , until they come to rest against the wall that bears JULIA 's bloody palm print . JULIA twists their bodies so that MALAHIDE is pressed against the wall , and begins to move her hips forcefully and sensually against MALAHIDE . The camera is stationary now , watching without movement as MALAHIDE begins to raise JULIA 's dress up her legs , her hand on his wrist , helping and encouraging . About halfway up the thigh , the bandaging disappears and the raw flesh is exposed . The kissing and the fumbling continue until they are making fast and violent love against the wall . His hands clutch tightly at her hips and he pulls his face away from the kissing to loan it on her shoulder so that we see his face as it grimaces in ecstasy . He cries out and shudders and slowly both their movements stop . He strokes at her back gently and their bodies relax .

CLOSE UP on shower jets hitting KIRSTY 's face and naked shoulders . Her eyes are closed , but she smiles in pleasure as the water refreshes her . A knocking is heard . KIRSTY moves her head out of the water 's path and shouts .

It is basically a studio apartment - everything except the bathroom facilities is in the one room . There is a sofa - with sheets and blankets on it - a bed , a dining/all - purpose table with two chairs , shelves full of records and books , and a small working desk against one of the walls . The desk is weighed down by text books and notes and , tacked to the wall above it , are medical prints , some of the brain and central nervous system , but also two fullcoloured anatomical prints - one of a man and one of a woman . They could almost be portraits of JULIA and FRANK . KYLE , fully dressed , is standing by the bathroom door , his hand still in a knocking position .Silence .The bathroom door opens and KIRSTY Comes into the main room , dressed in a toweling robe that is clearly a ` hers ' not a ` his ' . She crosses the room to a mirror , rubbing at her wet hair with a towel .KIRSTY gestures at the sofa .KYLE glances meaningfully at the bed as he replies .KYLE grins .KIRSTY returns the smile via the mirror . KYLE crosses the room to sit at his dining table . Empty coffee cups , the remnants of a loaf and some cheese suggests their breakfast was simple and finished some time ago . KIRSTY gathers her clothes from by the sofa and moves back into the bathroom to dress . KYLE waits a few moments and then speaks .KIRSTY emerges , fully dressed , her hair still damp .KYLE spreads his hands wide .He grins wryly . KIRSTY moves to the sofa and sits down .KIRSTY grins at him .For a moment , they laugh together but then stop . KIRSTY stares downward and then suddenly bursts into tears .KYLE joins her on the sofa . He offers an arm but she shakes it off .KIRSTY 's tears suddenly stop . She looks at KYLE .KIRSTY heads instantly for KYLE 'S door .KYLE runs across the room and puts a restraining hand on his door .KIRSTY nods and pulls at the door handle .Tears start to her eyes and she stares at KYLE defiantly . Then she repeats , more softly ;There is a two - second silence between them as they stare at each other . Finally , Kyle backs away from the door , raising a finger .He rushes across the room , grabs a jacket , and moves back to the door .KIRSTY stares at him , her face at first blank then suffused with emotion . She leans across and plants a chaste kiss on his lips then pulls back . There is a beat while they simply stare at each other and suddenly they are tight in each other 's arms , kissing fervently . But the kiss is fuelled , not by passion , but by fear and their mutual need for human solace in the face of the unknown . As the kiss continues , the camera pulls back from them .

CLOSE UP as JULIA -LRB- still bandaged -RRB- and MALAHIDE come together for a kiss . They part and , as JULIA moves across the room , the camera begins a long TRACK around the room . First , it reaches a naked GIRL . As catatonic as TIFFANY , she says nothing but her eyes betray her terror . Her hands are tied above her . JULIA moves in towards the girl , her eyes glittering with an alien hunger beneath their gauze mask . As she nears the girl , the TRACK passes them and moves through the room . MALAHIDE has done his mistress proud . It had been an empty upstairs room -LRB- no furniture , bare floorboards -RRB- but now it resembles a nightmarish cross between a butcher 's shop and a bordello . The camera slowly reveals , as it TRACKS , that there are seven more people in the room . Seven dead people . Dried - out husks . The TRACKING is now completing its circle around the room . After the corpses , we return to JULIA and the GIRL - but the GIRL too is now a hollow , dried - out shell . JULIA moves back into the centre of the room and stands still . MALAHIDE crosses the room to her quickly , drawing a wicked - looking kitchen knife from his pocket as he does so . He reaches JULIA and raises the knife to her face . With one swift , precise movement , he slices the bandages across the side of her face . JULIA raises her hand and pulls the mask away . The camera sweeps in toward her as she does this until her face is in CLOSE UP as the bandage - mask is pulled aside . Her face is perfect .

MALAHIDE emerges from his front door . He is still in his black suit and looks every inch the respectable professional . He looks neither left nor right but moves straight off , a busy man with things to do . A few seconds after he has gone off - camera , KYLE and KIRSTY emerge from around the corner of the house . KYLE gestures to KIRSTY to follow him and leads her around to the window he broke in through on the previous night .

The room is much as we saw it last . The window slides up and KYLE pulls himself into the room . He looks around it carefully . Sure that the monster he saw the previous night is no longer in the room , he helps KIRSTY in through the window . KIRSTY 's eyes go at once to the three LAMENT CONFIGURATIONS in the glass cases . She crosses the room eagerly . KYLE rushes after her and stops her opening one of the cases .KIRSTY nods and KYLE leaves the room .

KYLE advances carefully , and slowly , from the stairs onto the landing . He looks about him at every step he takes . Ahead of him on the landing is a door , which is very slightly ajar . He advances gingerly down the landing to the door . When he reaches it , he pauses . We see his face working as he ponders his choices - should he push it open inch by slow inch , or slam it inwards quickly ? Very slowly he moves his hand towards the door . The camera matches his movement , moving in on his hand , the door , and the space between . His fingertips are less than an inch from touching the door when another hand shoots into view and grabs his wrist . JULIA has crept up beside him on the landing while all his attention was on the door . KYLE swings round in horror , his mouth opening to scream when he sees that JULIA has her other hand to her mouth , her finger at her lips in a silencing gesture . There is of course , nothing for him to recognize from the monstrous vision of the previous night . JULIA 's arms , chest , and face are completely re - skinned now . All KYLE sees is a beautiful stranger in a white dress .JULIA nods .KYLE swallows , nods , and gently , pushes the door open . He walks into the room .

The camera follows KYLE into the room . He reaches the middle before horror and disgust stop him . He hears a click behind him and turns to see JULIA has come into the room and closes the door behind her . She looks at KYLE .KYLE stares all around him . All eight victims have been sucked dry . He is surrounded by dead husks . His face is ghastly . He looks like he is about to faint . He nods . His voice is a cracked whisper .JULIA crosses the room rapidly towards him . Her face is a picture of concern .As she speaks , JULIA 's arms are opening out to him . KYLE sees the comfort offered and advances towards her , too . As they come together , the camera moves around them and we see , for the first time , that JULIA is still incomplete ; Her entire back is still glistening raw flesh , the naked bones of the spine still clearly visible . Their arms go around each other just as JULIA completes her speech ;As KYLE 's hands touch the sticky , mucoid meat of her shoulders , it is instantly clear to him what has happened . For a moment he freezes in terror . His arms fly from her and he throws his head back . But JULIA is very strong now and her grip does not relax . Kyle 's expression is a mixture of terror and confusion as he stares into the beautiful face of the monster . JULIA smiles at him , a hungry , aroused smile .KYLE can hardly speak for fear .She raised one hand from his back to the back of his head and presses his face to hers . JULIA plays it exactly as a sensual , passionate kiss , her mouth wide open , her head moving rhythmically and sinuously . KYLE 's reaction is somewhat different ; his arms flail in panic -LRB- though only from the elbow - JULIA 'S grip prevents anything more -RRB- and his head makes jerking , backward movements against her pressing hand . The camera moves around the embracing couple until it is behind JULIA . The back of her gown , as we know , is extremely low . As the kiss continues , we see skin creeping above the line of the gown at the base of her spine and gradually flowing up her back until finally it meets and blends perfectly with ragged and raw edges of the skin at her neck and shoulders . JULIA is complete again . While this process has been going on , KYLE has been dying slowly and horribly in her arms , his lifeforce being sucked into her through their open mouths . His body , by the time her back is completely formed , is shrunken , hollow , and dried up . JULIA takes her arms from around the corpse of KYLE and steps back , allowing the husk to fall to the floor . JULIA licks her lips and looks down , not without affection , at the dead KYLE . She smiles .

KIRSTY has found the black ring - binder and laid it on the writing table . She has separated one of the photographs from the others and laid it out on the table beside the binder . It is the ENGLISH OFFICER from the opening sequence . KIRSTY has obviously recognized something familiar in it but she ca n't quite grasp it completely . She is still puzzling over it when she suddenly realises that several minutes have elapsed since KYLE left her there . Her head straightens up and her puzzled look is replaced by a slightly worried one .She folds up the photograph and puts it in her pocket . She crosses to the door and opens it . She does not go through it immediately but stands in the doorway for a moment , her hand still on the door , cocking her head slightly as if listening .She ca n't hear anything , but she regards that as a bad sign , not a good one . She leaves the room .

KIRSTY makes her way up the stairs . Unlike KYLE a little earlier she moves up them quite quickly and advances onto the landing . When she is on the landing and looking at the closed door to JULIA 's Boudoir she stops , standing still and staring at the door . KIRSTY suppresses a shudder . She bites her lip , takes two or three deep breaths , crosses to the door firmly , and flings it open , moving into the room even as she does so .

KIRSTY moves three or four steps into the room and then stops dead . The door swings shut behind her . KIRSTY 's eyes flick left and right , taking in the sickening details of the room 's contents , and then stare straight ahead , focusing on the figure in white which is turning around to face her . JULIA completes her turn and looks at KIRSTY completely impassively for a moment . Then her mouth opens up into a smile of welcome - but there is nothing but hate in her eyes .JULIA glances meaningfully at the dead thing that lies beside her feet and then back at KIRSTY .KIRSTY 's fear and disgust are momentarily displaced by a furious rage as she realises what JULIA has done . Her face erupts into anger and she screams out .She flings herself across the room at JULIA even as she speaks . JULIA is completely unphased by this attack and simply raises one arm . She siezes the wrist of the arm that KIRSTY has raised into a clenched fist and effortlessly throws KIRSTY bodily back across the room . We realise for the first time the immense physical strength that JULIA now possesses . KIRSTY smashes into the door and falls to a sitting position against it . She is shaken and slightly hurt enough not to get to her feet immediately but she stares at JULIA with undimmed hatred . JULIA throws a look halfway between a smile and a sneer .JULIA snaps this first line but then holds her anger in check . She shakes her head and an amused smile plays across her lips .The smile disappears and she delivers the next line with an utterly straight face . It is , after all , the truth .The hatred and the heat returns to her voice .KIRSTY scrambles to her feet and again charges at JULIA . JULIA steps forward to meet her advance and delivers a single back - handed swipe across KIRSTY 's face with such force that not only is the girl knocked off her feet but is actually knocked unconscious . KIRSTY rolls onto her back and lies at JULIA 's feet . JULIA stares down at the unconscious body . When it was awake , it was KIRSTY and her attitude to it was based on personal enmity . Now , it is simply another body and she judges it differently ; it is firm , full , healthy , and young . We see the expression on her face change from hatred and triumph to pure appetite . She licks her lips and her eyes glisten . She begins to bend slightly towards it .The door to the room opens . JULIA straightens up and looks as MALAHIDE stands in the doorway . Her eyebrows question this interruption . A second later , and it is explained . He leads TIFFANY into the room . TIME CUT

TIFFANY sits cross - legged in the middle of the floor . She appears to be alone in the room . Cradled in her lap is a Lament Configuration , taken from one of the glass cases on the low table . On a wall behind TIFFANY , one of the large prints that previously hung there has been taken down . Revealed in the space behind it is a large mirror . The camera moves in towards this mirror .

MALAHIDE and JULIA stand in a tiny and completely bare room . On the wall in front of them is a large window through which we see a back - view of TIFFANY in the obsession room .

TIFFANY looks around the room generally and then turns her attention completely to the LAMENT CONFIGURATION . She picks it up and turns it around in her hands , studying each of its faces intently . She begins trying to move the interlinked pieces within it . At first she has no success ; the box appears to be one solid construction with no internal movement possible . She stops her attempts and studies it again for a moment , her face still impassive . Then she gives a tiny smile and begins again . Her movements are faster now , less tentative . Suddenly , there is a click and one of the panels on - the box slides out slightly . The little music - box tune begins to play . To TIFFANY this is a marvelous reward - something the jigsaw never offered - and she lets out a little sound in response , somewhere between a sigh and a delighted giggle . It tempts her to even greater skill and her delighted fingers fly over the box . Another panel moves . Then two more . The tune is prettier and fuller .

MALAHIDE stares fixedly through the window , nervous but terribly excited . He is breathing rapidly and shallowly . Through the glass , TIFFANY 's success continues . Small flashes of intense blue light begin to buzz around the box . The room grows darker and cracks begin to appear in its walls . JULIA seems quietly amused - both by what is going on in the room and by MALAHIDE 's heated response to it . She glances from one to the other , her eyes twinkling .MALAHIDE does n't take his eyes from the window .He pauses . Perhaps he is being ungallant . He turns slightly towards JULIA and takes her hand .JULIA smiles indulgently . She nods .

TIFFANY is completely engrossed in the box . She seems blissfully unaware of the changes taking place in the room . The cracks have widened in the walls and , in some places , pieces of plaster have fallen away , revealing the slats beneath . Blue light begins to stream into the room , ignoring the geography of what should lie beyond its walls . Where the light comes through the slats , it is as broad beams of light , given contrast by the shadows of the slats . But it also comes through the smaller cracks and enters the room in intensely bright and very thin beams that criss - cross through the room almost like a laser display . Suddenly , TIFFANY 's solution is complete . The central core of the box rises up and twists itself around into its final position .

MALAHIDE takes an almost involuntary step backward . His excitement has now reached the pitch where it is beyond obvious physical manifestation . He is perfectly still , his face perfectly impassive .MALAHIDE turns away to meet her eyes . There is a beat or two where absolutely nothing happens . The mirror explodes inwards into the alcove .

The room is filled with smoke and suffused with blue light . Two of the walls simply part physically , revealing entrances into the corridors of Hell . These corridors are lined with gray walls and seem to run for a great distance . TIFFANY still sits cross - legged in the middle of the floor , staring about her in astonishment . Surrounding her , in various parts of the room , are the four CENOBITES from HELLRAISER . The FEMALE CENOBITE smiles and advances towards TIFFANY . The leader of the CENOBITES , PINHEAD raises a hand .The FEMALE stops and looks questioningly at PINHEAD . PINHEAD , at a more leisurely pace , crosses towards TIFFANY and looks down at her . She stares back at him , the remnants of her insanity a temporary defense against fear , her face registering nothing . PINHEAD looks up .The FEMALE looks across at him .PINHEAD shakes his head .He glances down at TIFFANY again .He looks up and stares directly at the shattered two - way mirror .

The wall opposite the shattered mirror has also opened up to reveal a way into Hell . MALAHIDE and JULIA are no longer in the alcove . We hear the ringing of their footsteps . They are making their way down the corridor .

The four CENOBITES have gone . TIFFANY looks around the room again . She stares from one entrance to the other . Her manner is reminiscent of when she is making decisions during her solving of puzzles .

KIRSTY is still on the floor in the boudoir of blood . This room too is now suffused with blue light and smoke . There are no gateways to Hell in the walls but there are several cracks in the plaster and these appear to be spreading . KIRSTY moans and opens her eyes gingerly . She puts a hand to her face , rubbing at the place where JULIA hit her . Still a little groggy , she lifts herself slowly to a sitting position , her legs stretched out . Only when she has blinked a few times , shaken her head , and rubbed her jaw again , does full consciousness return - at which point she looks quickly about the room -LRB- possibly expecting another attack from JULIA -RRB- and notices the light and the smoke . She has been in this atmosphere before . She knows precisely what it means . Her mouth opens and her eyes grow nervous again .KIRSTY scrambles quickly to her feet and rushes through the door to the stairs .

KIRSTY enters the room just as TIFFANY is about to go down one of the corridors . KIRSTY screams at her .TIFFANY stops , startled , and looks at the doorway and KIRSTY . KIRSTY raises her hands in a placatory gesture and speaks more softly .KIRSTY begins to move into the room slowly and shakes her head gently .KIRSTY is rewarded with a small recognizing smile from TIFFANY , KIRSTY returns the smile .TIFFANY turns her head once more to look down the corridor and then turns back to KIRSTY . For a second it looks as if KIRSTY 's persuasions have succeeded , but MALAHIDE 's training has been too thorough ; TIFFANY knows a puzzle when she sees one . She smiles once more at KIRSTY and then suddenly turns and disappears into the corridor . KIRSTY stands still for a moment , as if she ca n't quite believe that TIFFANY has done it . She shakes her head - half in disbelief and half in despair .Pausing only to pick up the LAMENT CONFIGURATION from where TIFFANY has left it on the floor , She heads straight for the corridor and follows TIFFANY in .

We are looking straight down one of the very long corridors of Hell . It has the same architecture as the corridor that appeared in the hospital room in HELLRAISER ; walls of stained gray stone broken up by vaguely medieval - looking arches . KIRSTY comes into view , walking away from the camera . Ahead of her , at an illogically far distance given that she entered the corridor only seconds before KIRSTY , is TIFFANY . KIRSTY breaks into a slight run , and calls out to the girl .Her voice has an unpleasant ring in the acoustics of these corridors and echos horribly . KIRSTY pulls a face and does n't shout again . She increases her pace slightly . Suddenly TIFFANY makes a sharp turn and enters an intersecting corridor . KIRSTY is forced to increase her speed even more . KIRSTY too makes the turn into another corridor . Even as she does so , she sees TIFFANY disappearing again into yet another intersection . KIRSTY follows and , again , the same thing happens . This happens several times and , always , KIRSTY never quite loses sight of TIFFANY but never quite catches up with her either . In short , TIFFANY 's instincts were absolutely right ; this too is another puzzle . The girls are lost in a concrete maze , full of twists and turns and labyrinthine windings . After enough turns have been made to completely confuse KIRSTY 's sense of direction , she makes a final turn into one corridor and sees something different . At the end of this corridor is a blinding white light . As soon as KIRSTY sees the light , the air is filled with beautiful birdsong . TIFFANY disappears into the light as soon as KIRSTY sees it . Despite the light , despite the birdsong , KIRSTY is still suspicious and shouts out .But it is too late . The girl is gone . KIRSTY follows - and vanishes into the light .

JULIA and MALAHIDE are seen in the corridors of the labyrinth . MALAHIDE 's face is full of delight . He is absolutely the enchanted visitor . JULIA , on the other hand , walks with the brisk assurance of one on familiar territory . The corridors that MALAHIDE sees are different to KIRSTY 'S ; they are grotto - like , dotted with stalactites and stalagmites and not immediately unattractive . The walls contain portals of a glass - like substance at random intervals that emit blooming lights of different colors and MALAHIDE peers eagerly into several of these . In one , the view is like an aquarium . An alien fish swims past his eyes . Its body resembles a human brain but it has pincer - like claws . MALAHIDE presses his hand against the glass as the thing comes nearer . Suddenly , from within its body , the thing produces a perfect human forearm and hand and meets MALAHIDE 's hand on the other side of the glass . MALAHIDE starts slightly but then keeps his hand there . He is turning his head to call JULIA 's attention to this marvel when the thing suddenly forms a fist and begins to beat against the glass with tremendous force . MALAHIDE jumps back sharply , but the thing shatters the glass and leaps out at him . He gasps and runs up the corridor , the thing hopping after him on its one hand . As they pass JULIA , she tuts with the slightly exasperated but indulgent tone of a parent or a teacher . She steps on the thing , squashing it flat . It emits a horrible death - cry .

White light fills the screen and KIRSTY steps through it into view . Instantly the White light contracts and disappears . KIRSTY finds herself standing in a beautiful family sitting room . The room is bathed in the warm light of a perfect summer 's day . The birdsong KIRSTY heard earlier continues but is , if anything , even more melodic , even more sweet . The room is vaguely Edwardian in its decor ; real wood furnishings and decorative porcelain ornaments . There is a large wooden dresser , on top of which are many photographs in old - fashioned brass frames . Despite herself , KIRSTY can not resist a smile of pure pleasure at the appearance of the room . She touches some of the furniture , as if to assure herself it is real . She approaches the dresser and picks up one of the large framed photographs . She gasps in pleasure . We see the photograph . It is a family group and looks to be have been taken ten to twenty years ago . It is of a man , a woman , and a young girl of four or five . The man is clearly LARRY , albeit a younger version , and the little girl has dark , thick , slightly curly hair - just like KIRSTY 'S . The woman is beautiful and has similar hair to her daughter . KIRSTY 's eyes prick with tears - but they are clearly tears of happy memories . She smiles .KIRSTY puts down the photograph of her family and looks around the room again . A troubled look crosses her face . Despite the aparent Summer light in the room , KIRSTY suddenly realises what it is that is odd . She looks from wall to wall with mounting distress on her face . There are no windows in the room . And no door . At this point , the odd discordant note in the birdsong becomes apparent . It is nothing too obvious at the moment - the total effect is simply less sweet than it was . KIRSTY looks back at the photograph and snatches it up , with a look of concern . The photograph has changed . It is now a wedding photo . The wedding of LARRY and JULIA . Suddenly the photograph begins to bleed . Blood pours from the paper itself , pressing up and smearing against the glass - so that it is momentarily framed blood , without a single trace of the picture showing . The blood begins to escape out of the frame , trickling over the lip that holds the glass in place and dripping onto KIRSTY 's fingers . With a cry of horror , KIRSTY drops the frame . It lands on the floor and the glass shatters . The blood continues to flow . In fact , now that the glass does not restrain it , it fairly fountains out , spreading across the floor . KIRSTY steps back and glances at the dresser . Blood is flowing from every frame , pooling on the dresser and overflowing onto the floor . By now , the discordant elements in the birdsong are very much predominant and , as KIRSTY sweeps all the frames off the dresser and onto the floor with a scream of anguish , the birdsong gives way completely to a hideous , dissonant shrieking . KIRSTY throws her hands to her ears .She rushes at one of the walls and begins beating it with her fists . The walls are soft and pulpy and give slightly as her fists strike , like flabby flesh . KIRSTY stands back in disgust . The wall visibly bruises before her eyes , swelling and purpling . The light in the room , like the birdsong , has changed utterly . It is not dark , but simply dull , featureless , and depressing . KIRSTY turns away in disgust and finds that the whole room has given in to decay . The sofas and chairs are mildewed and rotten , the wooden furniture is ridden with woodworm and rot . A skinned rat runs across the room beside the buckled and chipped skirting board . A rotten leg gives way under a small chest and the bottom drawer spills out , freeing a whole family of quite large spiders which run wildly across the floor . Suddenly the room begins to fill with smoke , churned up by an ever - increasing intensity of wind . The smoke obscures the screen .

The smoke and wind subside but not entirely . KIRSTY is standing in exactly the same position in a room of exactly the same proportions , but which is completely empty and which has walls of the same gray stone that the corridors do . Suddenly , rising up from behind KIRSTY , comes PINHEAD .KIRSTY swings round in terror . As the mist continues to clear , she sees , advancing to join PINHEAD , the FEMALE CENOBITE and the CHATTERER . Beyond them , it is now revealed , that this chamber has no fourth wall ; it gives directly onto the corridorsKIRSTY begins to work furiously at the BOX she has brought from MALAHIDE 's house . It sent them away at the end of HELLRAISER . She obviously hopes it will work again . PINHEAD raises a hand and the box simply flies out of KIRSTY 's hands and hovers in the air between them . KIRSTY stares , open - mouthed .Suddenly PINHEAD works at the box himself - by remote control and with dazzling skill . He turns the box rapidly through positions KIRSTY and we have never seen before - even opening it out at one stage into a large , two - dimensional square . Finally , it closes itself down - but in a wholly new shape ; a white , multi - faceted , diamond shape - and drops back into KIRSTY 's hands . He stares at KIRSTY and makes a small gesture with his brow . It is ALMOST cute . If anything , it resembles the cocky , are n't - I - clever look STEVE gave KIRSTY after swallowing the cigarette in HELLRAISER . Then his face assumes its normal deadly blankness . KIRSTY shakes her head dumbly and begins to back into a corner , hoping that if they converge on her , she might just be able to slip around them and get back to the labyrinth .To some extent , KIRSTY 's ploy is working . The CENOBITES are moving closer together as they advance to the corner in which she stands .KIRSTY shouts this with brave defiance . PINHEAD laughs in response , a very unattractive sound .Suddenly KIRSTY makes her break shouting out as she does so .It seems for a moment she has succeeded . She swings around the side of the CENOBITES and begins to run across the chamber . The CENOBITES do not move but suddenly , from nowhere a hook flies across the room , attached to a metal chain . The hook buries itself in the wall only inches in front of KIRSTY 's face , the chain pulled tight and barring her path . The wall begins to bleed . KIRSTY screams . The CENOBITES turn to face her , but make no attempt to cross the room to her new position .PINHEAD almost smiles at the naivete of the question .Suddenly , as quickly as it came , the hook withdraws from the wall and flies back into nothingness . PINHEAD puts out his hand in an expansive gesture .

Did n't open the box. And what was it last time? Did n't know what the box was. And yet we DO keep finding each other, do n't we?

KIRSTY ca n't quite believe this but she has no intention of questioning it . She runs into the corridor and away , with PINHEAD 's last words echoing after her .Delighted CENOBITE laughter follows her back into the labyrinth . KIRSTY drops the transformed BOX into her pocket as she begins running through the corridors again . The labyrinth seems tighter now - the corridors shorter , the turns sharper . Corner after corner we see KIRSTY turn . Accompanying this tightening , the light in the corridors becomes gradually murkier - not quite dark , more like the oppressive colourlessness that descends before a thunderstorm breaks . Occasionally there are little hissing noises from the walls themselves , which are accompanied by small jets of dull and heavy smoke escaping between the bricks . Over all this , there grows in volume on the soundtrack a rhythmic , labored , resonant sound - a sound somewhere between breathing and machinery . Suddenly , as KIRSTY turns one more corner , a hand reaches out to touch her . KIRSTY throws herself back against the far wall of the corridor , unsure whether to fight or flee . Then her face relaxes . It is TIFFANY .

In another corridor within the labyrinth , MALAHIDE and JULIA are walking . They too have found their way into the inner sections . They too are in tighter , sharper corridors where the light is distressing . They too hear the machine - like breathing noise . And what is revealed behind the portals in the corridor walls is less ambiguous in its unpleasantness ; in one we see CHATTERER in some Hell 's equivalent of a beauty salon . He is being re - made . This involves the scar tissue being manually peeled from the upper part of his face to reveal beneath small , vicious , human eyes . MALAHIDE 's attitude has begun to change , as well . His nervousness now clearly outweighs his delight . He ' rushes on to the next portal . If the last room was a beauty salon , this is the orgy room . But the orgy is very strange . It is a very dark room , filled with a faint layer of smoke . In the background , a bound man is having his chest licked by a kneeling woman . She pulls her face back for a moment . Her tongue is horrifically long and studded with short , sharp blades . The man 's chest is stripped of skin where she has been attending him . His face is a picture of ecstasy . In the foreground , three people are buried up to their waists in the floor . They are naked . The one in the middle is a woman , the other two , men . The one in front of her faces her , the one behind has his back to her back . They are all very , close . The men have various hooks in their chests , connected by chains to the unseen walls and their faces are impassive . The woman is unwounded and her head flicks back and forth , as if in the grip of a sexual climax of stunning ferocity . The movements of her head keep the details of her features blurred until , finally , it turns to give MALAHIDE a three - quarter profile and holds its position , its mouth open , its eyes half - closed in pleasure . It is JULIA 's face . MALAHIDE gasps and pulls back from the portal . The camera TRACKS back to reveal that JULIA is still in the corridor , just a few yards in front of himMALAHIDE shakes his head crazily from side to side and begins to back away . JULIA looks at him and walks toward him slowly . She smiles . She strokes his cheek . She moves closer , gently slipping her arms around him and molding her body to his . She extends her tongue and licks lightly at his lower lip . He opens his mouth and returns the kiss , pressing her body more firmly to him . The kiss becomes quite passionate .

KIRSTY and TIFFANY are now walking together . KIRSTY is talking to her as calmly as her sense of urgency will allow .KIRSTY stops walking and catches hold of TIFFANY 's arm . TIFFANY stops , looks at the hand holding her arm , and then looks into KIRSTY 's eyes .TIFFANY smiles directly at KIRSTY and then returns her nod .TIFFANY nods again , more emphatically .KIRSTY throws her arms around TIFFANY and hugs her .

JULIA is leading MALAHIDE down a corridor which has intersections every few yards on both of its sides . JULIA walks past these shadowed entrances without pause , without a single sidelong glance . She is clearly confident , clearly back on her own turf . MALAHIDE , on the other hand , glances nervously into every one before moving on . There is also one last portal he looks into . He is gazing into a room where the floor is a vast , seething pool of maggots . Suddenly , something breaks the surface . It would doubtless scream were its mouth not full of maggots . It is BROWNING . His nightmare has come true ; his skin is producing the maggots in a constant , spewing flow from numerous sores that pack his face . MALAHIDE turns away and calls to JULIA .JULIA smiles at him .MALAHIDE 's jaw drops .JULIA turns back and walks an down the corridor . MALAHIDE , with a glance back at the maggot pool , turns after the now departing JULIA .

KIRSTY and TIFFANY are walking warily along a corridor when , suddenly , the corridor wall parts with a roar . Both girls jump , and TIFFANY cries out . A new , and very narrow corridor has been revealed . The GIRLS stare down it . It culminates in a door . Despite being set in a blank gray stone wall , the door is normal . But frightening - because it is an exact replica of the front door of 55 LODOVICO STREET , LARRY 's house . Before KIRSTY can react to this , a voice issues from beyond the door .KIRSTY stops dead in her tracks . She looks at the door and moves toward it , walking slowly down the corridor . TIFFANY follows .Only a low moan comes from behind the door .Leaving TIFFANY in the corridor , KIRSTY opens the door and steps in .

The door that KIRSTY opens gives directly on to a room . Like the SITTING ROOM earlier this appears to be an ordinary room and not a stone wall chamber . It 's wall - papered walls were once white but are now yellowed and old . Overhead there is an equally ancient four bladed wooden fan that turns sluggishly . In the middle of the floor is a small low table of vaguely Eastern design . On this table lie a hand of cards , face down , an empty and cloudy tumbler , and a soiled ashtray . Over by the far wall -LRB- the wall opposite to that containing the door -RRB- there is a mattress on the floor . A body like shape on this mattress is obscured by a heavy blanket that covers it . To the side of the mattress a latticed wooden screen stands , hiding whatever is behind it from those entering the room . If the atmosphere of the room reminds us of anything it is of the seedy bazaar where FRANK first bought the LAMENT CONFIGURATION . We are looking at the door as it opens inwards and KIRSTY slowly and nervously walks into the room . KIRSTY advances into the room . She stares at the mattress ahead of her . Above it written in blood on the wall , is the message she saw in her vision . I AM IN HELL : HELP ME .A low moan comes from the far end of the room . KIRSTY assumes it issues from the figure hidden beneath the blanket and walks nearer , lifting her arm in readiness to remove the blanket .There is no response . KIRSTY arrives at the mattress and pulls the blanket back . She leaps backwards , her hand at her mouth stifling a scream . Lying on the bed is a husk like figure , vaguely female in shape . Despite its appearance of long decay , it is dressed in vaguely sexual garments of leather . Suddenly , the eyes pop open , revealing a vague remnant of life .KIRSTY hurriedly , throws the blanket back over it . A voice issues into the room . It sounds like LARRY but , as we shall see , it is not .KIRSTY walks carefully around the screen , giving it a wide berth in case of a trick . There is a figure standing against the wall behind the screen . It is deeply shadowed by the screen itself but is clearly male . KIRSTY gulps back a sob and her eyes fill with tears .The figure leans slowly into the light , speaking as he does so .KIRSTY stands still . There is a second where her face registers nothing . Then she screams .it is her UNCLE FRANK , back in his skin and dressed in white shirt and jeans . FRANK chuckles . KIRSTY backs away from him into the room . FRANK puts out his right hand in a placatory gesture . KIRSTY realises he is not moving after her . She also sees that his body is curiously angled , the left side still in the deep shadow cast by the screen . Is there something else there ? Something she ca n't quite see ? FRANK 's voice stops her wondering .KIRSTY 's anger at being tricked wins over her fear and distress and she shouts at FRANK in fury .FRANK sneers .FRANK pauses and smiles . Then he begins to move more fully into the room , shifting his weight as he does so and dragging what was hidden into the light . KIRSTY screams again . FRANK 's white shirt is cut off at the left shoulder . His arm is bare and , from the elbow down to the wrist , joined to another forearm . The flesh is completely fused , like that of siamese twins . As FRANK moves into the room , the owner of the other arm is revealed . It is his brother , LARRY . KIRSTY 's father . LARRY , like his brother , is dressed in a white shirt -LRB- cut off at one shoulder -RRB- and jeans and , like his brother , has his skin back . His face is frozen into a permanent expression of terror and he seems incapable of any independent movement , simply being pulled along by FRANK . KIRSTY steps back in horror .KIRSTY 's fear of FRANK is now outweighed by her contempt for his argument .KIRSTY 's voice breaks .Her hatred for FRANK gives KIRSTY her strength back .FRANK begins to move towards KIRSTY again , LARRY dragging behind him .FRANK is very close to her , now . KIRSTY attempts to run across the room . FRANK siezes her arm and throws her back against the wall . He moves in close and presses against her . His voice is midway between arousal and anger .KIRSTY screams and stares pleadingly , at the still frozen LARRY .FRANK leans in to kiss the terrified KIRSTY . Suddenly , a hand appears at FRANK 's throat and hurls him off KIRSTY . It is LARRY , roused by his daughter 's cries .Suddenly , the room , previously full of slow movements and tension , is full of furious , violent action as the fused brothers kick , tear , and punch at each other in a paroxysm of killing hatred .

What's the matter, Kirsty? It's only Frank. It's only Uncle Frank.

` Fraid not, baby. He belongs here. With me. We're the same. Brothers. Equal and opposite. Pure appetite. Pure banality. Too much feeling. None at all.

Ah, Julia. She has n't been to see me recently. That's why it's so nice to have you here, baby. Daddy's little girl. So pretty when she's upset. Come to Daddy,

Now do n't be naughty, Kirsty. Or I'll have to punish you first. Perhaps you'd like that. Would you like that?

Jesus Christ, FRANK. I do n't believe you. You do n't know her at all do you? You still think you're in charge.

O.K. You've done it before. You can do it again. GET US OUT OF HERE!

MALAHIDE and JULIA are at the end of a corridor . They turn into an open space . A vast open space . It is desert - like in its expanse , almost vanishing into infinity at its furthest reaches . It is criss - crossed by catwalks , on one of which MALAHIDE and JULIA now stand . Beside these catwalks , the ground falls away into mile - deep , dark , abysses . Above the catwalks , dominating the huge space , is the master of the labyrinth . The master , LEVIATHAN , is a monumentally huge , white , multi - faceted diamond , spinning on its own axis , entirely unsupported by any physical means , above its territory . Apart from its very immensity , the most unsettling thing about LEVIATHAN are the beams of black light that shine out from the corners of all its many facets . Due to the fast spinning , these beams shoot and swoop around the chamber , like a negative laser display of dazzling complexity . The sound that has been in the corridors is now magnified . It is the sound of LEVIATHAN 's breath . MALAHIDE has walked the last few yards like a man in shock . Now a black beam strikes his face and images of horror flash before his eyes at almost subliminal speed . His face suddenly crumbles into an expression of incredulous terror , he makes a noise halfway between screaming and retching , and drops to his knees by the edge of the catwalk . Unfortunately , this allows him to look down into LEVIATHAN 's pit . Looking down with him , we are given a sudden and vertiginously sickening realization of Hell 's immensities . There is a drop of miles visible down the pit and , all the way down , as far as the eye can see , there are other catwalks cutting across the pit at various angles . MALAHIDE looks back up , his scream renewed by his sight of the pit . Two or three of the beams of black light flit across his face , filling his eyes with more subliminal images of horror as they pass ; a child , a knife , and a dead animal ; a naked woman whose private parts are made of sharp , oily , metal ; perfect hands ending in crumbling , leprous fingers . Suddenly , LEVIATHAN stops spinning . Effortlessly . Instantly . Two more beams are projected at MALAHIDE but , as they come within a few yards of him , they become writhing pink limbs that fly out , sieze MALAHIDE and lift him into the air . He screams out .MALAHIDE is held in the air as JULIA replies .As she says this two of the thing 's facets part to reveal a raw and gaping cavity lined with angry , sore - looking purple flesh directly behind the dangling MALAHIDE . The purple and pink walls of this flesh gash peel apart and open in various places to reveal blades , hooks and needles at the end of various vestigial limbs . The limbs holding MALAHIDE draw him back inexorably into this cavity . He has one last moment to meet JULIA 's eyes .MALAHIDE is now held within the walls of the gash . He opens his mouth for one final scream but one of the tiny needle - topped limbs flies at his mouth and sews his lips together with heavy blue wire before he can utter it . His eyes widen in both agony and horror . JULIA smiles .The gash heals itself , closing MALAHIDE within . Despite the gash having closed over MALAHIDE , the leathery flesh that covers that area is a mass of movement , ripples and bumps . Small rips and gashes appear and disappear on its surface , allowing us occasional and partial glimpses of MALAHIDE and what is happening to him . At one stage MALAHIDE 's hand and forearm appear . A long deep , running cut has been made down the arm and the flesh peeled and folded back , revealing the meat and the muscle beneath . As we watch , two of the tiny operating limbs sew the flaps of flesh , still folded back , to the rest of the arm , leaving the wound open and un - healable . Another gash opens and MALAHIDE 's face is visible . Here too the needles are at work , diving into and out of his flesh in a complicated sewing pattern that is finally pulled together beneath one ear , leaving MALAHIDE 's features permanently pulled out of shape and decorated with running stitches of metal wire . Again , MALAHIDE 's torso appears , naked . Two large triangular blades make deep parallel slashes down his chest . Two different limbs appear but these have sucker - like tips rather than metallic ones . They fasten onto the new cuts , as if battening . Instead they are injecting - as becomes apparent when MALAHIDE 's skin turns blue . The blueness , the conscious disfigurement , and the almost decorative open wounds should serve to convey that what is happening to MALAHIDE is not simply torture ; he is being transformed into a CENOBITE . JULIA watches with avid interest .

LARRY and FRANK are fighting furiously , tumbling around the room . LARRY is fuelled by righteous anger and revenge but FRANK has had more experience of dirty fighting . At one stage their free hands each have hold of the other man by the throat and are rolling along one of the walls , each trying to establish the dominant grip . They smash violently against one of the walls in the room . It gives and they fall through into the next room .

This is a small square room . With the exception of the doorway to the BROTHERS ROOM , every inch of the walls is covered with sharp and deadly - looking double - bladed knives - ie One blade is buried in the wall up to a central hilt/handle and the other blade juts out menacingly into the room . The two brothers tumble into the room . Their grips loosened by their fall through the wall , they land on the floor and rise to their feet , staring at each other but taking in the vicious nature of the room as well .KIRSTY comes through and gasps as she sees the walls .LARRY and FRANK trade blows . FRANK lands a powerful blow to LARRY 's jaw . It straightens LARRY up and FRANK slams the flat of his hand against his brother 's chest . LARRY flies backwards . He flings out his arm to balance himself but he is nearer to the wall than he thinks and the impetus of his fall drives his arm onto the knives . LARRY cries out . FRANK grins and prepares to force his wounded brother completely onto the knives . Suddenly KIRSTY flies across the room at FRANK and beats at his back with her fists . FRANK snarls and , without turning around completely , flings her away from him . KIRSTY goes flying but lands just safely short of the deadly walls . LARRY , in the pause KIRSTY gave him and galvanized by her example , has found more strength . He pulls his arm painfully forward , clear of the knives , and throws himself to the side , forcing FRANK onto the knives . With a vicious push , LARRY impales his brother completely . FRANK howls , loud and long . Without pausing , LARRY pulls a knife free from the wall and , with one vicious slice , separates himself from his brother . LARRY rushes to KIRSTY and helps her to her feet . They embrace . There is a cry of horror off - camera . We pull out . TIFFANY has followed her friend . She stares in shock at LARRY 's wounded arm and at the impaled FRANK .

JULIA is being given more glimpses of the transforming MALAHIDE . The major surgery seems to be complete . There are no spinning blades of needles in sight as the gashes open . MALAHIDE 's head is completely bald and his face , like the rest of his skin is blue . The only new sophistications are that his upper and lower eyelids have been stretched wide and stapled to his face and forehead , and that a new mouth has been sliced into what was his cheek before his features were pulled permanently to one side . Over the sound of LEVIATHAN 's breath and the CENOBITE machinery still at work on MALAHIDE , FRANK 's howl is heard . JULIA 's head turns to the direction of this new sound .She turns away without a backward glance and moves back into the corridors .

FRANK is still impaled on the knives , but his anguished howl has Become small whimpers of complaint -LRB- with , given his history with the CENOBITES , perhaps the tiniest note of pleasure in there , too -RRB- KIRSTY , LARRY and TIFFANY are now gathered together to one side of the room near the door that leads to the corridor . They should leave , but a kind of sick fascination keeps them watching FRANK . FRANK realises only leverage will pull him free of the knives and lifts his forearms up as much as they are free to . He turns his palms to face the knives and , with a growl of self - encouragement , drives them deeply onto the knives so that he can begin to push the rest of his impaled body backwards . It takes several seconds and much pain for him to succeed , but succeed he does . He flops backwards into the room . Several of the knives have stayed in him , rather than the wall - his chest is decorated , or armed , with many blades . Just as FRANK begins to stand , and just as LARRY and the girls snap out of it and are about to leave , the door from the CONVEYOR BELT ROOM opens and JULIA walks into the room . KIRSTY and LARRY gasp . FRANK gives a slow smile .FRANK grins , his grin taking in LARRY , KIRSTY and TIFFANY as well as JULIA . He extends an arm to JULIA .JULIA does not move .He glances meaningfully at the others , perhaps stroking a blade of one of the knives in his chest .Suddenly , surprisingly , LARRY laughs . He is genuinely amused .JULIA still has not moved .JULIA begins to cross the room to him .JULIA does n't pause . FRANK grins .JULIA is now next to him .FRANK laughs .JULIA glances at the knives . FRANK shrugs .JULIA shifts position so she is standing behind him . She wraps her arms around him , one stroking his belly , the other across his shoulders . FRANK leans his head back and twists it slightly . They kiss . JULIA removes her arm from his stomach and slips it behind him . Nothing happens for a second and then , suddenly , FRANK 's whole body spasms . We almost think it may be with pleasure until he breaks from the kiss and we see the confused expression on his face - and the blood bubbling at his mouth . There is a ripping , bursting sound and JULIA 's hand emerges from his chest , covered in his blood . Clutched in her hand is his ruptured , still pumping heart .He shepherds the girls quickly through the door to the corridor . FRANK 's body begins to twitch . JULIA holds it tightly .

They reach the end of the corridor . It terminates in a T - junction . TIFFANY automatically heads in one direction . KIRSTY makes to follow , but LARRY hesitates .KIRSTY shrugs .They take the turn TIFFANY has indicated .

JULIA still holds FRANK tight . Slowly , she raises the hand which holds his heart until it is in front of his face . FRANK 's eyes are glassing over but he can still see .Without ceremony , she bursts the heart with one quick squeeze .

LARRY , KIRSTY and TIFFANY come running toward the camera . Initially oblivious to the fact that the corridor they were running along has widened and the walls retreated . Suddenly , they come to a stunned halt together , staring ahead of them with awestruck faces .The camera moves around them to take in what they see . They are of course in the central chamber of LEVIATHAN . LEVIATHAN is spinning again , the black beams flying around the chamber . TIFFANY screams . KIRSTY grabs her .TIFFANY is frozen .LEVIATHAN spins , the beams fly .TIFFANY nods . They are just about to leave when LEVIATHAN stops spinning . A large beam flies down , carrying an object which lands on the catwalk before the HUMANS , who all take a step or two backwards . The beam withdraws . The object at first resembles a large and bloody plastic bag , but then internal movement begins to rip at this covering . Hands appear out of the rips and complete the removal . We realise that the bag - like thing was a kind of caul , a membranous after - birth that some creatures produce their young in . The thing inside completes its escape and stands clear of the shredded caul . Like a new - born child , it is stained and soiled with amiotic fluids and blood . But it is not a new born child . It is a NEW CENOBITE . And it used to be MALAHIDE . The transformation we caught glimpses of is now complete . Its skin is entirely blue , its head entirely bald . The decorative wounds and tortures we saw being applied are all present ; its flesh is peeled back in various places , its features are threaded and distorted by , wire , its eyelids are stapled open . For a second it stands and regards the HUMANS before it . TIFFANY gasps in recognition . KIRSTY too knows what it was .For some reason , KIRSTY draws from her pocket the photo she took from the OBSESSION ROOM . She stares at it .The MALAHIDE CENOBITE stretches its arms and flexes its fingers .It looks at the HUMANS again , its gaze finally settling on the still shocked TIFFANY .It reaches out its hand to her .TIFFANY , confused and used to obeying her doctor 's voice , tentatively stretches out her arm to meet the MALAHIDE CENOBITE 's . LARRY suddenly walks between TIFFANY and MALAHIDE . The expression on his face is strange ; it is not fear , nor defiance . It is simpler than that . He is really , really pissed off .LARRY waves a hand at her , but keeps his eyes on MALAHIDE .He points a finger at MALAHIDE 's face , which is attempting a version of PINHEAD 's imposing glacial stars , but frankly , is n't quite making it .Suddenly , he forms a fist with his unwounded arm and smashes it straight into MALAHIDE 's face . MALAHIDE is completely decked . LARRY grabs TIFFANY by the shoulders and speaks urgently to her .The three of them run back up the catwalk . LEVIATHAN spins wildly and a myriad of black beams flow from it . As they shine into the catwalk they become limbs like those that captured MALAHIDE , but all with different tips ; some are organic , vicious mouths , some are hooks or blades , some are faces , some are -LRB- as if LEVIATHAN Is too angry to be thinking straight -RRB- beautiful flowers . The limbs fly up the catwalk , but the HUMANS have gained too great a start . The limbs retract rapidly into the black lights . MALAHIDE staggers to his feet , just as LEVIATHAN re - directs its energy into forming and projecting one much fatter limb . It is dirty pink and segmented , like a vast earthworm . The end peels back as it flies toward MALAHIDE , revealing a cruel , metallic , and rapidly - spinning surgical saw . Just as MALAHIDE stands up straight , the limb smashes into the back of his skull . There is a distressing WHIRRING noise as the limb seals itself fleshily to MALAHIDE 's skull and the former surgeon twitches and dances in horrible involuntary movements as LEVIATHAN takes over what little mind remains .

KIRSTY , TIFFANY and LARRY are running , TIFFANY making the decisions as to direction . Down one corridor , blades and knives jut out from the opposite walls at random intervals and they have to weave at high speed between them . They negotiate the corridor successfully but , just as KIRSTY , bringing up the rear , emerges from it , she stumbles and half - falls . The re - structured BOX falls from her pocket and rolls back a few feet up the corridor . TIFFANY , who is nearest to her , helps her to her feet and , as she does so , catches sight of the BOX -LRB- or white diamond , as it is now -RRB- . She makes as it to go and get it . KIRSTY holds her arm .TIFFANY moves away with KIRSTY , but not without a backward glance and a puzzled expression . They all make another turning . Suddenly , when they are about halfway down this next corridor , a new gap opens up behind them in the wall and a terrible sucking noise is heard . Corridor debris disappears into the vacuum . Luckily , LARRY has reached the end of the corridor and grasps the corner with one hand , seizing KIRSTY 's hand with the other . KIRSTY grabs TIFFANY and the three of them flatten themselves against the wall , fighting against the suction . The force is tremendous and LARRY 's finger are slowly losing hold .

CLOSE UP on a hand picking up the re - structured BOX from the corridor floor they have just left .

The sucking force is growing stronger by the second . Not only is LARRY 's right hand losing its grip on the edge of the wall , but his left arm - stretched tight as it clings to KIRSTY and , via her , TIFFANY - is bleeding profusely again . Suddenly , JULIA appears at the top of the corridor next to LARRY . In her hand is the white diamond BOX that KIRSTY had let drop . She stays just out of range of the sucking wind . She stares at LARRY 's weakening fingers and smiles .Suddenly , audaciously , his face set in a scowl of anger , LARRY lets go of the wall . Before she realises what is happening , he has grabbed JULIA 's wrist and pulled her off her feet into the corridor . He lets go almost immediately and with a superhuman effort grabs at the corner again before the wind can claim him and the girls . JULIA is not so lucky ; without support or foothold , she is seized by the wind and hurtles to the gap in the wall . She manages to brake herself by flinging her arms out to either side of her . For a moment she is hold there and then the pressure begins to draw her in . In her left hand she still holds the BOX , but her right hand is only a few inches from TIFFANY 's left . TIFFANY reaches her hand to her , not knowing JULIA as the others do . Their fingers just manage to interlock when JULIA 's face registers a disbelieving shock . There is a terrible ripping sound . JULIA 's new skin , so recently gained , is giving up its hold and has ripped right up the spine . JULIA is drawn from it .With a final , slurping sound , the skinned woman slips from the skin and disappears down the new corridor . The momentary break in tension allows LARRY to make one last effort . He rounds the corner and pulls the girls after him . TIFFANY , finally , realising what has happened , screams in terror and disgust , especially when she looks at what she has brought round the corner in her hand . She drops JULIA 's skin to the floor as the three of them scramble to their feet and begin to run again . Still clutched in the skin 's hollow fingers is the white diamond BOX . As they turn another corner , they see , very far in the distance , a glimmer of light . TIFFANY points excitedly .He starts urging the girls down the corridor - a long and very narrow one - but KIRSTY shows some resistance .Before they can discuss it , a new rushing sound is heard . They look back . Hurtling towards them is the ENGINEER from HELLRAISER . TIFFANY screams .They begin one last panic - fuelled run down the narrow corridor , the ENGINEER at their heels . The sequence is equivalent to KIRSTY 's pursuit by the ENGINEER in HELLRAISER , the twist here being that as they approach the entrance into TIFFANY 's room the walls of the corridor , already thin , begin to close together . LARRY is bringing up the rear -LRB- the corridor is now so narrow only single file is possible -RRB- and he can almost feel the ENGINEER 'S breath on his neck .Finally , almost impossibly , they reach the gap in the wall . TIFFANY tumbles through , then KIRSTY , and finally LARRY . Less than a micro - second after LARRY has made it , the walls seal themselves .

As we see clearly the room they have come into , we perhaps share the feeling that KIRSTY expressed in the corridor ; Something Is Wrong . The tiles that make up the floor are patterned as before but the individual tiles are larger . The room itself seems more spacious , the ceiling higher . There is a bowl of flowers by the window . The flowers were in full bloom before their trip to Hell but now they seem long dead . The audience have to notice most of this for themselves because LARRY , KIRSTY , and TIFFANY are too relieved by , and tired from , their escape to take this in immediately . LARRY seats himself in the chair , KIRSTY perches on the end of TIFFANY 's bed . TIFFANY however walks straight across to her window . She is the first to notice anything . She stares at the flowers .KIRSTY rises from the bed and joins TIFFANY by the window .LARRY rises to his feet . Just as he stands , a fleeting expression of bewilderment crosses his face . He strokes at his right arm with an unconscious gesture as he crosses the room . KIRSTY does n't look at her father right away .She looks at her father . A sea of sweat has broken out on his brow and face as he stares intensely at the flowers . KIRSTY 's voice slows , begins to trail off .LARRY 's eyes close . His entire face screws up as if an excruciating pain just hit him . He clamps his arm across his chest , the hands clutching his shoulders . He opens his eyes and looks at KIRSTY for a second , his expression one of surprise . Then his eyes roll up into the sockets and he collapses to the floor . TIFFANY has hardly had time to turn from the bowl of flowers before KIRSTY is kneeling by her father .LARRY is unconscious . TIFFANY gasps . KIRSTY looks up at her .TIFFANY 's eyes widen . She rushes to the door and disappears into the corridor . Within two seconds we hear an emergency alarm go off and TIFFANY re - enters the room .TIFFANY does so and KIRSTY places it under the head of LARRY , whose lips are now blue and who is breathing very shallowly . KIRSTY looks up at TIFFANY , despair in her eyes .TIFFANY shakes her head helplessly . Suddenly , the door to the room flies open and two INTERNS - maybe Stan and Ollie from the carnival sequence - come in , complete with stretcher and gurney . They assess the situation with a glance and it is serious enough to make one of them break their professional silence .They are good at their job - within seconds LARRY is secured on the gurney and they head for the door , KIRSTY and TIFFANY behind them . The following exchanges are spoken on the move .The INTERNS exchange a glance and decide honesty is best .

The elevator is uncomfortably full , KIRSTY and TIFFANY squashed up against the back while the INTERNS hold the gurney in the centre . The elevator is descending . The ride seems to take longer than it should , even though they are going to basement level ; like the look of TIFFANY 's room , it 's ALMOST normal but just different enough to make us slightly uneasy in an un - focused way . Eventually , though , it does come to a stop . TIFFANY squeezes KIRSTY 's shoulder sympathetically -LRB- NOTE . RE : TIFFANY 's character - it should be clear to the audience by this stage that , though she is still mute , TIFFANY is now a responsive , more rounded character -RRB- The INTERNS wheel the gurney out of the elevator and the girls follow .

The basement corridor is long , cavernous , and not very pleasant . It has a grimier , more uncared - for look than the upper floors and the high ceiling is covered with an intricate system of naked pipes and conduits . The INTERNS wheel LARRY down this corridor , going so fast that KIRSTY and TIFFANY are continually breaking into a trot to keep up with them . At the far and of the corridor are a set of double doors . The nearer they all get to these doors , the tackier the corridor seems to become . The walls now have pipes running over them , as well as the ceiling , and several of these pipes are dripping water into small pools on the corridor floor . The sound of these drips is artificially loud on the soundtrack . Finally , the doors are reached and the INTERNS , LARRY , KIRSTY and TIFFANY disappear through them .

This is a small ante - room to the operating room which is beyond a further set of double doors . Without ceremony the two INTERNS pass straight across this room to those doors and wheel the gurney through , one of them throwing back a parting remark to KIRSTY .The double doors part and close , giving just a glimpse of the operating room beyond , all lights , monitors and whirring machinery , and the several gowned and masked experts attending to LARRY . As the doors close , KIRSTY turns to TIFFANY , expecting a long wait before anyone comes to speak to them . Surprisingly , though , the doors open again almost immediately and two figures step through . They , too , are masked and gowned in surgical green and very little of them is visible .KIRSTY staggers visibly , shocked by this bluntness .As he makes this speech , the mask of his colleague stains rapidly with blood , as if it is literally pouring from its mouth . Simultaneously , his own mask is slowly pierced by a score of nails bursting through from beneath . TIFFANY screams . The 1st GOWNED FIGURE pulls the mask and cap away from its face - It is PINHEAD . His colleague does the same . It is the FEMALE CENOBITE .She 's had too much experience with these two to hesitate . She grabs TIFFANY 's arm and bursts through the double doors to the corridor .

No. He's going to die. He's got a ruptured aorta. He's going to die in agony.

We are now looking along the corridor in the other direction - back towards the elevator . KIRSTY and TIFFANY come into shot , running rapidly along the corridor . As they make their way , a rumbling , flatulent sound is heard from the overhead pipes and they all begin to drip blood not water . We hear the sound of the doors flying open behind them . KIRSTY and TIFFANY reach the elevator . KIRSTY presses frantically on the call button , while TIFFANY looks behind them with frightened eyes .The sound of steadily - pacing , purposeful feet is heard coming up the corridor , getting louder , coming closer . KIRSTY begins hammering on the closed elevator doors . TIFFANY stifles a cry with her hand .Suddenly , the doors fly open . KIRSTY and TIFFANY tumble into the elevator .

We see the door - frame of the elevator and the floor buttons beside it and , looking down the corridor through the open elevator doors , PINHEAD and the FEMALE CENOBITE marching towards us . We also see KIRSTY 'S finger jabbing frantically at the floor buttons . The doors are not closing . The CENOBITES are getting very close . Finally , just as PINHEAD breaks from his determined but medium - paced stride and speeds up eagerly for the last two or three yards , extending his arm as he does so , the door slams shut across our vision and we hear the elevator machinery start up .

KIRSTY leans against the back wall of the elevator , breathing heavily . TIFFANY stands very still in the middle , a frozen expression of fear on her face .She slams her fist against the elevator wall . The elevator stops . Its lights flicker .The elevator starts again .The lift stops , but this time it 's where they want it . KIRSTY 's finger hesitates over the DOOR OPEN button .She presses the button .

We are looking at the closed elevator door . When it opens we will be looking down the corridor on the main hospital floor - the floor with the girls ' rooms on . The door flies open . CHATTERER II lunges in at them . KIRSTY screams , but because of the eagerness of his lunge they are able to get around him as his impetus carries him to the back of the elevator .

The door begins to close as the girls straighten up in the corridor and as CHATTERER II turns around to come back out at them . He tries to put his hand out to stop the door closing , but succeeds only in trapping his fingers in the door . KIRSTY , as soon as the doors began to close , had hit the DOWN button . Now , she squeals with horror as she realises what is about to happen . The elevator begins to descend - we can tell this because CHATTERER II 's fingers move down to the floor and are then sliced off . The GIRLS run off down the corridor .They turn into a set of double doors leading to a large ward .

KIRSTY and TIFFANY enter the ward at a run and then slow down to a confused and horrified walk . Every bed in the ward is occupied , some by men , some by women , and every patient has in their hands , and is busily working on , a LAMENT CONFIGURATION . Despite this collective work - in , the BOXES obviously still have the vicious characteristics they have previously demonstrated when used individually - as is witnessed by the ten or so patients who are struggling on with their work despite having one or two hooks and chains connecting their flesh to their BOX . KIRSTY and TIFFANY move slowly down the room , a look of incredulity on both their faces .TIFFANY nods slowly , her eyes flicking back and forth across the ward . Suddenly , the wheelchair patient from the earlier scene in this ward , who has been between two of the beds on one side of the ward , cuts across the GIRLS ' path . He too has a BOX on his lap . As he passes in front of them , he looks at them , giggles in an unmistakably insane fashion , and gives them a conspiratorial wink . Then he simply proceeds to the other side of the ward . A second or so after this , as the GIRLS edge down the middle of the room , they hear a rushing sound behind the double doors they are heading towards . Suddenly , the doors slam open and revealed in the doorway is MALAHIDE . But he is not standing there . He is hovering about two feet off the floor . The umbilical limb that connects him to LEVIATHAN is still at the back of his skull . His face is contorted in a grin of manic glee as he floats three or four feet into the ward .He laughs , and the sound is far from human . KIRSTY and TIFFANY stare at him .KIRSTY looks sharply at TIFFANY for a second , as if she is about to comment on her re - found voice , but instead simply nods . She takes her friend 's hand and the GIRLS begin to walk very slowly backwards to the far end of the ward . MALAHIDE is too enraptured of his new power to pay attention to specific victims and so makes no move to stop the GIRLS ' slow retreat . Suddenly his palms erupt into a writhing mass of tentacle - like limbs as his head tips back to emit a wide band of LEVIATHAN 's black light at the ceiling , accompanied by , renewed inhuman laughter . Taking this as their cue , the GIRLS turn and bolt for the doors at the far and of the ward and exit through them . The limbs extrude from MALAHIDE 's palms only twelve inches or so and are all quite thin , but they all have independent movement and they all have various surgical - like , gleaming tips . MALAHIDE floats over to the nearest bed . He looks at the patient and then looks at the bladed tips of his new limbs and , as if addressing them , speaks .There is another burst of laughter as the limbs fly at the patient , writhing , twitching , slashing , and slicing .

The GIRLS run wildly along the corridor , not knowing MALAHIDE is working his way through his former patients . They come to another door and pause . They look back down the corridor to ensure they are not visible as they hide and KIRSTY pushes the door open with the flat of her hand behind her . Carefully , still looking down the corridor , they back into the room and let the door close .

CLOSE UP on the GIRLS ' faces as the door closes in front of them . KIRSTY lets out a breath . Then they hear the rattling sound behind them . They swing round and the camera pulls out to take in the room . It is like the TORTURE ROOM in HELLRAISER . The walls are black , the floor slimy , and the room filled with chains , hooks , and torture - pillars . And , in the room and staring at the GIRLS , are the four CENOBITES . PINHEAD glances theatrically around the room , as if checking something .KIRSTY looks at his unforgiving face and then her eyes suddenly widen as she thinks Of something .Carefully , making no fast movements , KIRSTY reaches into her pocket where she placed the photograph from MALAHIDE 's OBSESSION ROOM . She brings out the picture that she realized earlier was of PINHEAD and hands it to him . He takes hold of it and looks , his face registering nothing .The FEMALE CENOBITE strides across the room .She raises her hand towards KIRSTY . PINHEAD 's arm flies out and stops her .He is staring at the photograph , that great immobile brow finally puckering , as if something is stirring .The other three CENOBITES stop moving and stare at KIRSTY . Any advances they were making on KIRSTY or TIFFANY stop as the same dim , distant , recollection begins to stir within them . Suddenly , the door bursts open . MALAHIDE is there , still floating , his voice still a mixture of hideous threat and insane joy .He turns his palms downwards , mirroring his gesture in the hall of mirrors . TIFFANY lets out a moan of terror and shakes her head . One of the snake - like limbs from MALAHIDE 's palms flies towards TIFFANY 's face . Before anybody can react , its scalpel tip has sliced an inch or so off several strands of her hair .KIRSTY throws her arms around the cowering TIFFANY and snarls at her tormentor .MALAHIDE makes no reply , but suddenly several more limbs fly towards the GIRLS and begin to weave in front of KIRSTY 's face like snakes awaiting their moment . At this stage , the camera CUTS TO the watching PINHEAD . He lets the photograph of his past life flutter to the floor . MALAHIDE looks up at the tiny noise this makes and his eyes meet PINHEAD 'S . He turns more fully to face PINHEAD and the other CENOBITES who are now standing with their leader , and a strange smile crosses his faceSuddenly , the air is full of flying chains . MALAHIDE is hooked everywhere . It is like a high - speed version of FRANK 's final re - capture in HELLRAISER . The chains start tugging almost instantly . Is MALAHIDE about to be ripped apart ? With contemptuous , dismissive speed , the limbs that ooze from MALAHIDE 's palms have sliced the chains to pieces and , almost before we have time to realise that , three of them have lengthened , thickened , and hardened and have skewered the FEMALE CENOBITE , CHATTERER II , and BUTTERBALL to the walls . The three limbs detatch themselves from MALAHIDE . The three CENOBITES are all well above the floor , pinned and twitching like the rats in FRANK 's attic . As they die , they suddenly revert ; there are three human corpses on the walls of the room . A woman , a fat man , and a little boy . MALAHIDE smiles . Be looks at PINHEAD again and advances . Suddenly a heavy torture pillar smashes into him , knocking him slightly off - balance . PINHEAD is backing across the room , weaving pillars in front of him as he moves . MALAHIDE moves forward , knocking them out of the way . As each pillar is knocked aside , PINHEAD 's face is more and more human . Finally , when the face we see is nearly that of the ENGLISH OFFICER from the opening , he turns his head slightly away from the advancing MALAHIDE and finds KIRSTY 's eyes . A look passes between them . Understanding ? Gratitude ? Friendship ? Whatever emotion lies beneath it , it is clearly a cue and KIRSTY and TIFFANY make a break for it , bursting through the door . Simultaneously to this , MALAHIDE and PINHEAD find each other 's eyes a final time . For a second , everything is still then a single bladed limb flies across the space between them and neatly and calmly slices PINHEAD 's throat open . The thin red line becomes a torrent of blood and the former lord of Hell falls dead at the feet of his successor .

KIRSTY and TIFFANY burst out into the corridor and almost fall over the PATIENT IN THE WHEELCHAIR .Shaking their heads at the insanity , they run up the corridor . TIFFANY looks slightly distracted and when she speaks it is half to herself .Even as KIRSTY says this , TIFFANY has moved past her and is resuming her run down the corridor .KIRSTY starts after her friend . They turn back into the main section of the corridor that contains their own rooms , TIFFANY still four or five yards in front of KIRSTY . TIFFANY reaches her room . The door is open . She goes in . A second later , KIRSTY follows .

So what, girls? It's O.K. for an ego - trip but it does n't got the job done.

KIRSTY enters the room . It is as we last saw it except that the walls have re - parted to give onto the corridors of Hell . Carefully and slowly , KIRSTY moves across to the entrance and looks down it . She is rewarded with the sight of TIFFANY just disappearing at the far end of the first corridor . With a grimace , KIRSTY follows her in .

TIFFANY 's skill at finding her way through puzzles means the GIRLS are soon in the murkier corridors close to the Centre . Hell seems angrier now , steam is issuing in jets from the corridor walls , the cries of children are heard faintly on the soundtrack , LEVIATHAN 's breathing is more dominant , perhaps the light is even pulsing in time with it . KIRSTY is still several yards behind TIFFANY . TIFFANY takes a corner and is out of sight for a second or so . KIRSTY dashes around the corner to find TIFFANY staring with distress at something on the floor . It is the skin ripped off JULIA by the vacuum tunnel earlier .TIFFANY bends down and retrieves the white diamond BOX from the empty fingers .TIFFANY looks at the BOX in her hand . When she speaks , it is not to KIRSTY but to herself .

LEVIATHAN spins and fires light in the centre , his machine - like breathing drowning all other sound . We are looking down the catwalk as KIRSTY and TIFFANY approach its edge . The beams of black light wash across their faces , as they passed over MALAHIDE 's in the earlier scene . Images of horror freeze momentarily before them and then pass on , only to be replaced by others .The GIRLS press on . Whether LEVIATHAN is oblivious to their presence or simply does n't consider them a threat , the beams stop striking the GIRLS ' faces . Nevertheless , the mood remains ominous . The audience should feel something is about to happen . They are six feet from the lip of the catwalk . TIFFANY kneels and , holding the white diamond BOX in front of her , begins to move her fingers over it . The music box tune begins to play as the BOX begins to move . That ` something ' that the audience was waiting to happen , suddenly does ; MALAHIDE flies up from the abyss beside the catwalk . The vastness of the limb that seals him to LEVIATHAN is now directly apparent ; instead of merging into black light , the limb itself trails through the air over the huge distance to LEVIATHAN itself . One of the limbs from MALAHIDE 's palms flies out and knocks the BOX from TIFFANY 's hands . It rolls perilously close to the edge of the catwalk . KIRSTY grabs TIFFANY and , dragging her to her feet , pulls her further back down the catwalk as MALAHIDE floats to a landing between them and the BOX .The blades on the end of his limbs twitch eagerly .The limbs fly forward . KIRSTY screams and both girls run up the catwalk . About halfway back up , however , TIFFANY stops , turns around , and begins to walk back . KIRSTY calls out .The camera stays with TIFFANY as she makes her way back . KIRSTY 's voice stays on the soundtrack for a time , imploring her friend to turn back and then simply stops . This should be abrupt enough to make the audience notice but smooth enough to avoid their attention leaving TIFFANY . MALAHIDE waits , happy to see a patient so keen on the knife . Very slowly , TIFFANY moves forward , inch by slow inch . This is something she HAS to do ; the expression on her face is not determination but terror . And MALAHIDE is very happy to encourage this .His scalpels flick in the air , making small slicing motions .Still TIFFANY comes forward , closer and closer until she is surely close enough to be grabbed . Suddenly , she is grabbed . But from behind , and by a human hand . TIFFANY gasps , and turns to see who has seized her . She screams . It is JULIA . The limbs retract into MALAHIDE 's palms . He smiles .JULIA , having presumably just replaced her skin , is not quite as perfect as before ; there are bloody lines like scars beneath her ears and chin as if the skin required some adjustment before being put on . JULIA moves forward , her left arm still holding TIFFANY , her smile returning MALAHIDE 'S .JULIA is right next to MALAHIDE now . Smoothly , she releases her grip on TIFFANY and embraces MALAHIDE sensuously . He returns the embrace . They kiss . Unseen , TIFFANY moves to the edge of the catwalk and picks up the BOX . Her fingers move over it , finding its solution . Suddenly , LEVIATHAN 's breath becomes a roar of anger and fear . MALAHIDE breaks away from his kiss , his face a mixture of confusion and rage . JULIA plants both hands in the middle of his chest and pushes . He falls over the lip of the catwalk but , almost before he drops from sight , he is suddenly pulled backwards through the air , screaming , as LEVIATHAN 's limb retracts . JULIA jumps back . shouting .TIFFANY 's fingers fly over the BOX and suddenly we see what is happening . The mountain - like LEVIATHAN is following the movements of the small replica in TIFFANY 's hands . As TIFFANY inverts the new configuration back towards a closed BOX , LEVIATHAN too is being twisted and turned . Being closed . The whole centre of Hell shakes as if suffering a mild earthquake . JULIA and TIFFANY almost lose their footing , but TIFFANY continues working . She is nearly , there . LEVIATHAN is halfway between its white diamond , majesty and a huge closed BOX . TIFFANY takes her hands from the BOX . It is done . The larger BOX operates a few seconds behind it 's control , so that we can inter - cut the final sliding and creaking into position with the following human drama ; As LEVIATHAN makes its final closing , the mild tremors of before become larger . Hell shakes violently and this time TIFFANY does lose her footing . She looks set to tumble into the vast abyss to the side of the catwalk but just manages to catch hold of the edge with one hand . The small BOX flies from her hand and hurtles down into the miles of blackness below . TIFFANY dangles over the edge , her feet kicking wildly for a foothold that does n't exist . Suddenly , a hand extends to her . She looks up . It is JULIA . For a second , nothing happens .TIFFANY lifts one hand off the edge and grabs at JULIA 's proffered wrist . JULIA begins to pull up and for a moment it seems the crisis is over . Then a terrible and familiar ripping noise is heard : The skin of the arm that TIFFANY clings to begins to rip free at the shoulder . Gradually , like a shirt 's threads unraveling , it comes off . TIFFANY 's weight pulls it clear like a very long and very tasteless evening glove and it seems she will finally make the long drop . At the final second , as the arm - skin comes off , the entire skin flies from the body and falls with its arm into the abyss . TIFFANY screams . She is going to die . But suddenly the two arms that have Just lost their skin fly out again and catch her fingers . TIFFANY is hauled over the edge and staggers to her feet , staring into the - bloodied face of KIRSTY , who had donned JULIA 's skin to help her friend . The two girls share a quick and joyous embrace and then run rapidly up the catwalk . The camera stays with LEVIATHAN . The rumbling stops . And the mountainous BOX creaks into its final , sealed position . FADE OUT FADE IN

CLOSE UP on a bowl of beautiful flowers , sitting on a shelf in the recovery room . The camera TRACKS out to let us see LARRY , pale , drawn , but basically okay , in the room 's single bad . He is wired up to various drips and monitors . Sunlight is flooding into the room from a window and the camera continues its TRACK up to and through this window to ;

KIRSTY is kissing TIFFANY on the cheek . TIFFANY is dressed in smart clothes and has a small traveling bag in her hand .TIFFANY gives a smile .There is a slightly awkward pause .They share a rueful knowing smile , like the smile of soldiers back from a war who say goodbye on a dockside and know they will never meet again . TIFFANY turns and walks down the long path to the hospital gates . KIRSTY watches her for a few moments and then turns and re - enters the institute . The camera TRACKS back to the window of the RECOVERY ROOM and we watch through the window as KIRSTY enters the room . She bends to kiss her father 's cheek . LARRY slips an arm around her shoulders and they embrace . The camera moves away again .

The camera TRACKS slowly up MALAHIDE 's hallway . The hallway is lined with packing cases filled with items from the house . A WORKMAN is shoving something into one of the cases . As the camera moves past him , he speaks .The camera reaches the doorway of the OBSESSION ROOM as an answering voice is heard .The TRACK continues into -

and we see the 2nd . WORKMAN . He is crouching over the mattress which is still in the middle of the floor of the otherwise empty room .Almost faster than the eye can register it , a hand shoots out from the mattress and grabs his wrist . He has about half a second to issue a strangled shout and then , hideously quickly , a matter of two seconds or so , his body is drained of all life and the dried husk collapses to the floor . The first WORKMAN appears hurriedly in the doorway and then freezes , an awestruck expression on his face . JULIA is rising , headfirst and upright , from the centre of the mattress . The movement is smooth , magical , unsettling . It is graceful but not slow . JULIA is fully fleshed , fully skinned , and fully dressed . She is in a replica of the dress MALAHIDE bought for her , but this one is jet black . She looks fabulous . As the WORKMAN stands open - mouthed , her feet clear the mattress . But they do n't stop there . She slows to a graceful halt about six inches above the mattress . She stretches and flexes her arms sensually . Than her head swivels and her excited , aroused eyes meet those of the WORKMAN .Suddenly , her head tips back and , accompanied by JULIA 's delighted laughter , a wide beam of Hell 's black light flies at the ceiling from her open mouth . Instantaneously , it spills across the ceiling and falls , like a fountain of blood , across the screen . COMPLETE BLACKNESS . THE CREDITS ROLL

Ed lies awake in bed. He is sweaty and nervous. His eyes are wide-open, blood-shot and tired. He picks up his bedside clock which is ticking loudly. It is 3:37. He looks over at the other side of the queen-size bed. It is still made. He picks a long, blonde hair from the pillow and examines it curiously. There is a noise outside and Ed gets up to investigate.

Ed walks through the dark hallway and into the living room of his small house.

By the front door, hanging on the wall, is a framed picture of Eve, Ed's wife. Ed passes by it and looks outside through the window. There is some wind outside, but nothing else.

Ed looks longingly at his reflection. Ed Saxon, 45, is a morbid, insecure man. His frustration with his life has tinged his sense of humor with an acerbic bite. His early success, a few publications of his poetry, has given him a professorship at the University. He is well-read, intelligent, a bit pompous and occasionally condescending. But mostly, these qualities are restrained and his outward appearance is a little sorrowful. There is an unquestionable charm about him, and its effect is evident in the people around him. He searches through the medicine cabinet, which is full of women's items, and takes out a Cosco-sized bottle of sleeping pills. He reads the back and takes two. He hears something bang against the front door.

He looks down by his feet and finds the morning paper, wrapped in blue plastic, lying on the doormat. He picks it up and goes back inside.

Ed stands helplessly in the empty living room. Ed's desk sits on one side of the living room, crammed into the corner. He searches quickly through the stuff on the desk and finds a small address book. He finds a name in the book and dials the number.

No. She was supposed to be home around six. I cooked her dinner.

Yeah. If she got into an accident of something, they would take her there.

Alright. But if she comes home later and it turns out to be nothing, don't tell her I called the hospital, OK?

Alright. Ed finds the Yellow Pages and finds a page of "non-emergency" numbers. His finger runs down the list: Trauma, Fire, Disaster, etc. until he comes to Hospitals and then Harborview. He dials the number.

Hello. I wanted to find out if someone had come in. In an emergency, maybe.

Well, we serve as the emergency room for King County, so unless they specified a hospital, they would have been brought here. In an emergency.

I don't know. If you're worried...It's not like the police have anything better to do.

He, Ed. I just wanted to find out what happened last night. If Eve ever showed up, or what happened. Call me at work, 672-5695.

My wife hasn't come home and, I don't know..I wanted to check with the police to see if there was an accident.

This morning. She was supposed to come home from work, but she didn't.

A little longer. I think I may be overreacting. She might have gone somewhere I can't think of. Sometimes I worry too much.

Come in. Stewart is led a few steps into the living room. He looks around.

When she left for work this morning. She was supposed to come home after work. I cooked dinner.

I called the only place I could think of. And I called the hospital.

Yes. Stewart takes a couple of pills from a bottle and takes them, chasing them down with a coffee he has with him.

Yes. You too. Ed shuts the door. He's a little wired so he sits at his desk and picks up a pile of his students' papers. He reads the one on top, marking it with a red pen as he does. He hears a gurgling noise coming quietly from the bathroom. He gets up and walks into the-

Alright. Ed pushes the button on the machine. The first message is from Eve's work.

That's the school where Eve works. She's a piano teacher at Franklin High. Then there's a message for Ed.

No, but they all have my number. The next message is from Susie.

I thought she might have gone over there last night. Excuse me, I better call the University. The next message is Detective Derm again and it plays behind Ed's conversation.

Or I'll call, yes. Hello? Hello? Ed hangs up, having been hung up on. He turns around to see Derm standing right by, listening to his call. The next message is from George Simian, a man who works with Eve. His cautious voice makes it known that it is weird that he is calling. Ed pays special attention to this call.

Yes, thank you. Derm leaves. Ed shuts the door and locks it. The phone rings and Ed picks it up.

Damn. Ed reaches into the drain and pulls out a clump of Eve's hair. He throws it into the toilet and then gets in the shower. The drain is obviously still clogged up. He is up to his knees in soapy water.

Hold on! One second! Ed grabs Eve's robe from the back of the bathroom door.

No. I could use the company. Like I said, I haven't been feeling very well. Sadie notices the pile of papers on Ed's desk.

Sure. Sadie looks through the papers. She finds hers marked with a C minus.

Let me see. Ed looks over the paper for a second. He takes a pen and crosses out the C and changes it to an A.

Sure. Go ahead. Sadie takes her purse and goes into the bathroom. Ed finishes his soup. The phone rings and he picks it up.

Look, she disappeared. I haven't seen her. Why do you think I called the police?

Are you alright? My God. What happened? Ed comes over to her and lifts her head. She stares at him strangely.

Can you stand? Do you understand me? I'll help you to the bedroom. Sadie notices her pants are down.

I'll get you a towel. Ed leaves and then comes back with a wet towel. He starts to wipe the blood off her nose.

Whatever you think is best. The doctor nods, then walks into the hospital room where, we see now, Ed's MOTHER is lying in a hospital bed, hooked up to a digital IV. She is old, but looks older - she's been through chemotherapy and radiation and they have all taken their toll. She stares at Ed with confused and desperate eyes. It is hard to tell if she is looking at him or not. The doctor, at the door, has a few words with the NURSE, who then looks into the room. Ed sits next to his mother and takes her hand. She stares at him. The nurse comes in and pushes a button on the digital IV. Ed watches the LED numbers on the digital IV go up. The nurse smiles an attempt at comfort, then leaves the room. Mother reacts to the higher dosage of morphine. Her eyes get wider and more delirious. She sits up a little and tenses her muscles. She lets go of Ed's hand and starts moving her arm up and down. She starts shouting something. At first, it is completely unintelligible, but slowly, it becomes clearer.

I did what I always do. I woke up, went to my shitty job, came home and cooked dinner for my wife, who was too busy bouncing up and down on your bedsprings to cook it herself. Not exactly what I had planned for my life. The same boring shit as always. Why don't you leave?

What? Am I supposed to feel sorry for you now? Well, I won't. People think they can just carry on. They don't think that there might be consequences to their actions. You won't find sympathy here. Why don't you just leave?

I didn't do anything. She didn't come home after work. George gets up and starts to leave.

Don't come back here again. George stops when he hears this and turns towards Ed with and angry look on his face. He grabs Ed's collar, picks him up from the couch and slugs him hard across the head. Ed lands on the floor, stunned and not moving.

One second! Ed sits there waiting, listening to the toilet tank filling. The knocking outside is becoming more impatient. The tank finally fills. Ed flushes and watches. This time the paper he threw in clogs the toilet and the bowl quickly fills up with water. Ed reaches behind the toilet and turns off the water, stopping it from overflowing. He looks in the toilet and can't see the finger through the mess of toilet paper. There is another knock on the door. Ed closes the toilet lid.

Yes, he did. He came barreling in here and hit me. Several times.

Fine. Derm turns to Snyder, who has heard this conversation, and Snyder begins to take pictures of Ed.

I don't know. Normal relationship. We get on each other's nerves, have sex a few times a year, order pizza on Fridays. We've been married for ten years. It doesn't stay rosy forever. Maybe it isn't paradise, but that doesn't mean that I don't love her.

Right. I'll show you. Ed stands up and leads them into the bedroom.

Yes. Sure. This way. Ed leads Derm to Eve's room, leaving the two assistants in the bedroom.

Right. She plays in here sometimes. It's nice. We always wanted to fix up the whole house, but, this is the only room we got to.

Yeah, I don't know what happened. Anyway, we share a credit card, but she mostly uses her own.

I think she keeps the receipts in here, but I don't have a key. Derm looks at the lock.

She won't. I promise. Ed sits back down and searches through the drawer. He finds some credit card receipts and sorts through them.

Yes, I know. A student. Detective, this is going to sound awkward, I guess, but a student of mine came to the house yesterday, after you were here. She was nervous, I suppose. She had a bloody nose.

I suppose it is. I gave her one of my wife's sweaters to wear home. She must have left that one by accident.

Sadie. Sadie Crumb. Derm finds a small, printed name-tag reading Sadie Crumb sewn into the collar. Derm shows it to Mazurek and then indicates for him to go back to the bedroom. Derm shows the label to Ed.

I didn't tell her about my wife. I didn't see any reason to. Derm reaches into his pocket and pulls out a roll of Tums. He takes a couple and chews them and it obviously puts a bad taste in his mouth.

I know. I hate them. Sometimes I think she eats them just to spite me.

It's just that, I don't want them to know anything about all this. At least not yet.

No. The toilet is stuffed up. Actually. Do you mind leaving? I just would like to be alone.

I want to be helpful, but I really don't see how, if you think she was kidnapped, I don't see how it helps you to search around our things.

I don't want to get in the way. I just would like some time alone. You can comes back tomorrow, but, please. I'm very tired. I know it might seem irrational, but I haven't slept in a long time and this is all extremely overwhelming. Please. I need to be alone.

Sure. Here. Take them all. The receipts are on the desk in front of him and he hands them to Derm. Derm reaches out for the diary.

I can give it to you tomorrow, if you still want it. Ed leaves the diary on Eve's writing table and walks the officers out.

It hasn't rung. Derm looks at the phone and sees the ringer is turned off.

Yes. Thank you. Derm and the officers leave. Ed lets out a sigh of relief. He touches his forehead and it obviously hurts. He goes back into the bathroom.

I'm fine. I don't need a doctor. He tries to hand the card back.

Actually, there is something you can help me with. I've been having trouble sleeping.

Yes. I can't sleep. It makes me anxious. Or maybe I can't sleep because I'm anxious. I don't know.

Maybe I do. But I don't seem to get the benefits. I never feel rested. There just doesn't seem to be the time to relax anymore. I'm always two steps behind. I have to stop the thinking. The longer I stay awake, the more my thoughts become frantic, irrational. If I don't get some sleep soon, nothing is going to make any sense.

Yes. Come in. Geoffrey comes in and places his briefcase on the table inside.

Yes, through work. Geoffrey takes a prescription pad from his briefcase and scribbles out a prescription.

Yes. Thank you. Geoffrey shuts his briefcase and starts to leave.

You little shit. Ed makes a move toward Harvey, but Harvey backs away quickly.

I'll give you my credit card. Ed finds his wallet and hands her the card.

Thank you. Ed takes the bag from Sadie and goes into the kitchen.

I am anxious. Yes. Sadie takes some other stuff out of the bag. One of the items is an individually wrapped Skin-EE( fat-free cookie, chocolate, chocolate chip.

No, those pills are expensive. And my insurance will cover it anyway.

It's not so bad, really. It's humbling, but I like the effect it seems to have on people. It seems to make them more compassionate. There's a competitive market for suffering in the world. It's difficult to stand out from the handicapped and the homeless and the politically oppressed. Sometimes a little advertising helps remind people that you're a human being.

Would you like a drink? I'm going to have one. 1tt1He finds a bottle of wine.

It's just wine. I'll only have a glass. 1tt1He offers her some and she nods. He pours her a glass. Sadie takes her glass into the living room. Ed downs his glass of wine and refills it quickly before following her.

I just don't have the time. I have to work all day. Time just slips by.

Sure, but it didn't pay very much. I had a lot of debts from school that needed to be paid off. And then, credit cards. And then I got married, bought a house. Life comes with all these expenses. And poetry just doesn't pay. I thought working at the University would at least give me summers off.

Not really. No. 1tt1There is a knock on the door. The idea that someone else might see them together makes it awkward for both of them. 1tt1Ed freezes for what seems like a long time; long enough for whoever it is to knock again.

Oh, hi Susie. 1tt1She is about to walk in, when Ed blocks her way. She can see Sadie sitting at Ed's desk holding a glass of wine.

They're working on it. You can call them if you want. 1tt1Ed finds Derm's card in his pocket and hands it to her.

Of course I'm worried. I'm just working right now. This girl is one of my students. She wanted some help on an assignment. She doesn't know anything about Eve being missing.

You know him. It figures. 1tt1Susie starts crying. Ed stares at her helplessly, then goes back inside.

It's late. I just took some sleeping pills. I haven't slept much since this all started. Why don't you come back tomorrow?

Good night, Susie. Ed walks back in, leaving Susie standing on the porch.

2t2Yeah, but, please don't go. Please. Time has a way of slowing down when you're around.

2t2No. Please. Just stop. She keeps trying until Ed is forced to push her away.

I don't know. Maybe. It's difficult to tell. I have these lapses, but I'd hardly call it sleep.

OK, fine. Geoffrey comes in and places his briefcase on the table. He takes a stethoscope and the rest of his blood pressure kit and starts to take Ed's blood pressure.

I feel like a lab rat. Like one of those lab rats they drug up and study. You know what I mean?

They put them in a maze and they give them shocks and drugs and they see what they do. They try to prod them in the direction they want them to go.

I feel like a rat who took all the turns, took all the drugs, went down the right path and then, when I got to the end, they shocked me anyway, right up the sphincter, like it was all just a big joke. I guess they thought I'd be too drugged up to notice.

The police called last night, late last night. They found Eve's body.

They found her buried in the woods, near where they found her car.

I never knew I could feel so alone. Geoffrey takes a thermos from his briefcase, pours some hot tea into the lid and swallows the pills with a mouthful of tea.

If he had some questions to ask me, he could have asked me on the phone.

Why did you turn away from me when you were talking to him? What did you say?

Because you're scared. Geoffrey does look scared. He has quickly packed up his briefcase.

I wonder if you'll still feel the same way when you find out what kind of person I really am.

It wasn't me. Derm looks at Ed's hands, which are covered in blood.

It wasn't me. Ed watches Derm looking at him. Then he notices, behind Derm, blood seeping over the rim of the bathtub. Ed turns to Eve's room, where the piano can still be heard. The camera continues on where Ed can't go: down the hallway to Eve's room. As it approaches, all the other noises fade out and the piano is all that we hear. Ed watches from his position in the hall so that it all seems like his point of view.

Do you have any idea where she might have gone? Maybe to a friend's house?

OK. It's up to you. My name is Paul. I'll be here if you change your mind. Ed hangs up.

You did the right thing, sir. Ed hangs up. Almost instantly, he sees some lights pass by the window. He looks through the window and sees a police car pull up. He opens the door and watches the officer as he approaches the house. OFFICER STEWART is a youngish patrolman. He is relaxed, caring and formal.

Ed looks around the kitchen, searching lazily for something to eat. He opens a cabinet that is full of boxes of fat-free Skin-EE( chocolate-marshmallow cookies. He opens the fridge, looks around and takes the plate of food he made for his wife. He takes off the cellophane and starts to eat. He sits at the table, but after a few more bites, he loses his appetite.

Ed sits at his desk, staring at the phone. He takes a breath and calls 911.

Ed takes the sleeping pills from the medicine cabinet and takes two more.

Eve has a small room in the house that Ed is cautious about entering. He walks in and looks around, as if he hasn't been in there for a while.

The room is painted sky-blue and the ceiling has clouds painted on it. On one side of the room, there is a console piano with some sheet music resting on it. On the other side of the room is a small, antique writing desk. Ed sits down and looks at some of the items lying on it. There are a couple of letters and an address book. There is a box containing paper clips, etc. There is an open box of Skin-EE( cookies. There is a drawer in the desk which he tries to open, but finds that it is locked. He searches around the desk for a key, but can'' find one. He presses a little harder at the drawer, but it won't budge. He takes a letter opener from a jar on the desk and starts to fidget with it, but he still can't open it. Then he hears some distant voices coming from outside. He looks out the window where he can see the house next door. There is a light on in the neighbor's window, where the voices are coming from, and some vague shadows move around inside. Ed turns off the lights in Eve's room, so that he can see more clearly. From the muffled sounds, it is soon clear that the couple next door is having an argument. Only the woman's voice is clear.

I hate you! Stay away from me! Don't touch me! Just go to sleep! I'll scream! I am not screaming now! You don't know anything about me! Then the noise dies down and the woman can be heard sobbing in the distance.

Well, you had me worried. There was a blonde woman involved with a car-jacking around six. Apparently she was hit on the head by one of the perpetrators and then wandered away from the incident in a daze. Nobody's seen her since. When I got the call on the radio, I thought that must have been your wife, but this woman was driving a Pathfinder and was wearing jeans, so it probably wasn't her. You had me worried.

That's a relief. Do you know anywhere your wife might have gone?

I'm afraid there's not much I can do now. By law, we can't put out a missing persons until 72 hours has elapsed since the last time she was seen.

Usually in these cases, it was something stupid. Maybe she was upset about something, had to get away. Who knows? What I can do is take the license plate number of her car and if it shows up for some reason, we'll give you a call. Do you have your wife's license plate number?

Like I said, it was probably something stupid. Did you have a fight?

Well, you should try to get some sleep and, if she doesn't show up tomorrow, give us a call and we'll see what things look like then. OK?

He looks around the bathroom, tracing the sound to the bathtub drain. It gets louder as he approaches it, but before he can investigate, there is a knock on the front door.

When Ed comes out to answer the door, it is now bright daylight outside. The sun is streaming in through the windows. Through the washed-out sunlight outside his window, Ed can see a police car parked in front of his house. Someone knocks again and Ed answers the door. As he does, he picks up the mail that has been dropped through the slot in the door. DETECTIVE DERM, 46, stands outside in plain clothes. Derm is, above all, a nice man. Experience has given him a knowing stare, but he is affable, not suspicious. He is consistently professional and genuinely concerned.

Oh. I called a few times and when there wasn't any answer I thought I better come over.

I'm Detective Derm of the Seattle Police Department. You called last night about your wife.

We found her car this morning. On Capitol Hill. Actually, somebody called it in. It was running.

Hi, this is Detective Derm of the Seattle Police. I was wondering if Mrs Eve Saxon had come into work today, or called in, any word from her. Yes. Since yesterday. Did you see her leave yesterday? Yes. About what time was that? I'm not sure. Is she calls, or comes in, could you please ask her to call me. My number is 734-9722, extension 38. Thank you. Bye. He hangs up.

Any messages? He points to the answering machine. It is blinking, full of messages.

Hi, this is Celeste, calling for Eve. We're worried about you. You don't come in. You don't call. No, seriously, we just want to make sure you're OK. Don't worry about your students. Marie's covering for you. But give us a call, OK? Bye.

Hello, Mr Saxon. This is Mrs Mastrioni from the University. You didn't show up for your morning class and I'm calling to see if you'll be in for your other classes so that I can make the proper arrangements. I assume you remember how to use the phone.

Hello, this is Detective Derm from the Seattle Police Department... Derm takes a small pill box from his overcoat, while the machine plays in the background.

Thank you. Meanwhile the next message comes on. It is a girl from Ed's class.

Great. Derm flips through the address book and a business card falls out. Derm picks it up and looks it over.

This address, this George Simian lives on Capitol Hill, where we found your wife's car.

I'll call the numbers in here and see what I can turn up. Try no to worry, Mr Saxon. I'll be in touch.

That's the best thing for it. Try to keep the swelling down. It's going to look worse tomorrow. You don't want to have a doctor examine you?

Mr Saxon, Officer Mazurek and Officer Snyder. They'll be assisting me.

I should say that I'm concerned that he would come here. Mr Simian has a history of violent behavior, in regards to domestic disputes.

Nothing too serious. No felonies. But enough, I think, to warrant some concern. With your permission, I'd like to fill in a complaint report for his assault on you, and as soon as we're finished here, I'll send these two over to arrest him, assuming he can be found.

We don't have any evidence that he's even seen your wife she left her office and disappeared. We'll be arresting him solely for his assault on you.

We're going to have to take some pictures of you for the complaint report. The pictures will be used as evidence against Mr Simian if this matter does, eventually, go to trial.

Mr Saxon. These investigations can be quite demanding, especially when experiencing the trauma of loss. Do you understand what I am saying?

If you feel that you need someone to talk to, at any time, there are people, sometimes victims of similar situation themselves, who are will to listen and would like to help. He hands Ed a business card which reads Human Support Services, and has some address and phone information on it.

Apparently your wife has been seeing him for some time. Almost a year, in fact.

Do you consider that you and your wife have a normal relationship?

Cases involving missing persons are not uncommon. In many cases, and that is not to say in every case, but in many cases, the results are unfortunate.

I'm not saying that you should give up hope, but my experience tells me that you should prepare yourself for the worst. Now, having said that, we will do everything in our power to find your wife.

Now, it's best if we can gather as much information as possible, as quickly as possible. I'm sure you understand the urgency here.

It will be necessary for us to search through some of your wife's personal items.

It's really in your wife's best interests if you allow us to do it. We won't disturb anything or touch anything without your permission.

If someone has taken your wife, there's a chance they might have used one of her credit cards. Or she might have used it herself. Ed pulls at the locked drawer in the writing table.

Let me try. Ed gets out of the way and Derm sits in the chair to examine the lock more closely. He presses his thumbs against the desk and breaks the wood around the lock, forcing the drawer open.

She sounded very nice. You know, I think she left her sweater under your bed on purpose.

Hey. My wife loves those things. I swear, she eats them by the box. I think they taste like shit.

If you'd like, I can call the University for you and explain the situation. It might help. I'm sure they would understand.

Let's have a look. Derm looks it over, reads the last couple of entries quickly.

We have to keep some things to ourselves, or we'd go crazy. This is your wife's handwriting? He shows him the diary.

Of course. Ed takes the diary and wanders into Eve's room, flipping through it as he walks.

I'm sorry. I talked to her doctor yesterday. I thought you knew. Mazurek comes up behind Derm and says something inaudibly in his ear.

The bathroom. May we use the bathroom? We might be here for a while.

Mr Saxon. I'm sorry about the intrusions into your privacy, but you must understand: my first priority is finding your wife. There is still a great deal to go over. We might want to notify the press.

In cases like this, when we don't have many substantial leads, getting a picture of your wife on TV can be invaluably helpful.

We still have options left, but without a thorough search of your wife's belongings, those options are extremely limited.

We don't know that she was kidnapped. We can't draw those kinds of conclusions. She could have simply decided that she needed some time alone. We have to consider every possibility.

I don't want to argue with you. We're trying to help you. This is our job.

It is in the best interest of your wife that you let us do that job without impediment.

There are some things it may be better not to know, especially if your wife comes back.

I wanted to let you know that we've taken Mr Simian into custody.

Yes. We arrested him there. He'll come up for arraignment tomorrow morning and then, as far as I can tell, he'll probably be released on his own recognizance.

It's just standard procedure, but I thought I'd keep you informed.

Try to rest, Mr Saxon. We have a lot of ground to cover tomorrow.

Good night. Ed hangs up the phone. Then he hears some sounds coming from Eve's room.

It's Detective Derm. I'm sorry to call you so late, but I thought you would want to hear this.

Yes, sir. In the woods, near George Simian's house, where we found her car. I'm afraid she's dead. Ed drops the phone. He walks trance-like into the hallway. He follows the noise into the -

Mr Saxon. You are supposed to call us when you plan on missing class. There were students waiting for you.

It means that if I was the Dean, and I wanted to see you, that is what it would be about.

When he comes back, he sees Derm casually looking over the woman's magazines on the coffee table. Derm picks up a filled-in New York Times Sunday Crossword and looks it over.

Hello, Mr Saxon? This is Sadie, from your creative writing class. Anyway, you didn't show up today and I just wanted to see if you were OK and, you know, if there was any reading or anything you wanted us to do. My number is 323-4854. I hope you're alright. Bye.

Hi, Eve. This is George, from school. You didn't come into work today and I just wanted to make sure everything was OK. I guess I'll see you tomorrow.

I was, I don't know, wondering if you were sick or something, when you didn't come to class.

I can bring you something to eat. It's no problem. Some soup or something.

I know what you mean. I'm one of those people who is always late.

I hope you don't mind me coming over like this. It didn't occur to me that it might be a little strange until after I hung up. It's just, well, at my high school, I went to boarding school, and we were pretty close with our teachers.

I got it at my favorite place. You don't mind me hanging out for a little while, do you?

Please don't. No. Don't. Please. Sadie takes the paper away from him.

It's just. I don't think you're doing me any favors by letting me off easy. I mean, I'm hear to learn. It means a lot to me to do well in your class. You're the best teacher I've had since I came to the University.

Well, I'm still a freshman, but I've met a lot of teachers and I'm very discerning. Before I took your class I went to the library and looked up your work.

No. I read all your poems, or all they had. The ones in the New Yorker and in Poetry Magazine, and two short stories.

I loved them; the poems especially. I mean, they're dark, but they're so...true. Really. I really got into them. I photocopied one and put it on my wall. I hope you don't mind.

"The Passion of my Youth". It is so intense. "Her eyes blew gently, purposefully by my ears, echoing gentle pulses of bliss which bounced and fired like a chill on my whole being, leaving just a trace to fuel my longing."

It was so weird. I heard someone's voice, a woman's voice. Like a scream. And then it was like all my blood left my body.

It was like it echoed around the bathroom. Maybe I imagined it. I've been taking these caffeine pills to stay awake.

I didn't mean to be such a burden. I'm such a loser. I am so sorry about this. It seems that her nose has stopped bleeding, but her sweater has a surprising amount of blood on it.

My roommate moved out. She hated me. She said I was immature, do you believe that?

I don't have any friends. I don't know what it is. People don't like me here. I thought it would be a good idea to go to a school far away from home, but since I've been here, it's like, I spend all this time on my own. At my high school, my friends and I were so close. I just don't get along with people anymore. I don't know what it is.

You're the first person I've met since I've been here that talks to me like a real person. Ed walks over to the closet and takes out a sweater.

I bled so much. Ed gets up to give her some room. She slips out of her sweater and puts the other one on. Sadie looks at a picture next to the bed.

Bye. Sadie kisses him on the cheek and then leaves. Ed locks the door after her.

Don't be mad. It's just that I worry too much. You didn't come to class again. And you said you would. I started getting all these ideas. I called you, but nobody answered. I meant to bring your wife's sweater back, but I forgot it.

I know the one. I go there all the time. It's like my second home.

You must have anxiety. I can never get to sleep when I'm anxious.

I got you some peroxide and stuff. And a cookie. I haven't eaten today.

They said you hadn't paid your bill, on the phone. They called the credit card people when it didn't go through.

Here. Sit down. She sits Ed down at the kitchen table, under a light, and sits across from him, then takes the peroxide and some cotton swabs she bought at the pharmacy and starts to dress his wounds.

I don't know. Some people just say they're married, you know, because maybe they think it's more respectable or something.

I didn't mean to imply anything. It's just that you act sort of weird.

Not weird, really. Worried, I guess. Secretive. Like you're worried I might find out something about you.

I didn't mean to pry. Well, maybe I did. I'll just put a band-aid on it.

You're not supposed to mix wine with sleeping pills. It increases the amount of medicine that's absorbed into the bloodstream. 1tt1Ed searches for a corkscrew and starts to open the bottle.

Yeah. 1tt1Ed goes over to the door and opens it cautiously. It is Eve's friend, SUSIE.

2t2What am I doing? They kiss for a minute, then Ed slips his hand under the back of Sadie's sweater. She kisses him again.

2t2Just relax. Lie back. Sadie gently pushes him back and starts to go down on him. Ed get more uptight.

2t2This was a mistake. Sadie gets up and puts on her shirt. She grabs the rest of her clothes and goes into the living room. Ed stares after her, listening to her finish dressing herself and then leave. The clock next to the bed is ticking loudly and the sound of the ticking continues of the next few scenes, as indicated.

I shouldn't have left like that. I don't know what came over me.

I think it's a beautiful poem. I really do. Are you still there?

I wish things had turned out better. She hangs up. Ed stays on the phone, listening until the dial tone clicks back in. Then Ed hears a car pull up outside. He follows some quiet footsteps as they walk up to the front door. He sees the door knob turn quietly in the door. The door is locked. Ed approaches the door slowly, but suddenly, there is a crash against it. Someone is trying to knock the door down. The door is strong, and doesn't open, but the wall around it shakes. After a few seconds, there is another crash against the door. This time the wall shakes so much that Eve's picture, which hangs by the door, almost falls off its nail. Ed looks out of the window. The window is positioned facing the street, but not the porch, so he cannot see who it is, but he can see a car parked out front, with the door still open. Inside the car, there is a softball glove lying on the passenger seat, along with something that George Simian was wearing when we last saw him. George crashes against the door again. This time Eve's picture falls off the wall. It hits the ground and smashes, spreading broken glass around her picture. The door is starting to loosen around the lock and jamb.

The police found her car near my house. They think I have something to do with her disappearance.

You son of a bitch. What did you do? If you hurt her, I swear, I'm going to kill you.

I'll kill you. I'll kill you, you bastard. I swear. Ed hangs up. He is shaky, but also strangely exhilarated. He turns off the ringer on the phone and turns down the volume on the answering machine.

You son of a bitch. Get up. Ed staggers to his feet. He tries to get a swing in at George, but George grabs him by the collar, hits him again, then throws him over the coffee table. Ed hits the phone and the answering machine on the way down.

I love her. I'm sorry. I know she's your wife. George is crying. Ed, despite himself, is moved.

I swear. If I find out you did something to her, I'll kill you. Ed watches George leave and stays lying on the floor as George's car can be heard driving away outside. The telephone is lying on the floor, knocked off its cradle, just out of Ed's reach. Ed stares at it for a few seconds. It is making that beeping noise that phones make when they are off the hook too long. He slowly gets up and limps into the bathroom.

I know you did. I saw her before she left work. We met in the parking lot, like we always did. She told me she was leaving you. She was going to tell you when she got home.

That's bullshit. I know what kind of a son of bitch you can be. She's told me.

He hands the address book and takes a picture of Eve from his desk, removing from the frame.

He hangs up the phone. He sits at the desk, resting the ice on his forehead. Then he notices something under the sofa. It grabs his attention. He gets up for a closer look. There are dust bunnies and dust under the edge of the sofa, like it hasn't been swept for a while. Ed kneels down and tries to peer under the sofa. It is dark underneath and he can't see anything. He reaches his fingers under and sweeps out a few dust bunnies. Then he reaches a little further under the sofa and sweeps out Eve's pinkie finger. He recoils at the sight of this. The finger has been neatly cut, as if by a sharp blade. Dust has clung to the clotted blood around the stump, but it is unquestionably a woman's pinkie finger. He stares at it for a second, curiously disgusted. He goes to pick it up, decides he doesn't want to touch it, then uses a tissue to pick it up. He hurries to the bathroom.

He looks in the mirror. His hair is a mess and he is unshaven. He looks tired. He turns on the shower.

He puts his hand under the water. It isn't warm yet, so he picks up his toothbrush and puts some paste on it. Then he hears a piano playing, behind the sound of the shower. It can hardly be heard.

He looks around Eve's room quickly. There is no one there. Ed goes back to the -

He comes back into the bathroom. The music has stopped and all that can be heard is the shower filling up the tub. The water is about ankle-deep.

As Ed comes out of the shower, he sees that it is completely dark. There is a knock on the door.

Ed answers the door. SADIE, 18, is the kind of girl who always has something to say in class, who has always done her homework and who has definite ideas about her future and the future of the planet. She is innocent and naïve, nice and well-mannered. But also pushy and manipulative, used to getting her way.

Ed gets dressed. As he does, he notices a pile of Eve's clothes on the floor. He picks them up and puts them in the closet, on top of a pile of Eve's dirty laundry.

When Ed comes out, Sadie has put the soup in a bowl and set a place at the table.

He brings the rest of the soup to the sink, scrapes it into the garbage disposal, and flicks the switch. When the food has gone down, he starts to wash the dishes. He stops and looks back to the bathroom.

Ed opens the door. Sadie is lying on the floor, passed out. Her pants are around her knees, as if she passed out while standing up from the toilet. Her nose is bleeding, like she might have hit it on the way down. It has bled on her sweater. The air from the open door wakes her up, but she is in a heavy daze.

Ed waits outside and, a second later, Sadie comes out, still reeling, clutching her purse. She leans on Ed, who leads her into the bedroom.

He takes a glass from the cupboard and fills it up. He stops, having noticed something on the glass. He holds the glass up to the light. Eve's lipstick is clearly marked on the rim. He puts that glass down and fills another.

When he comes back, he finds Sadie digging through her purse. She pulls out an asthma inhaler and takes a couple of big hits. Then she sits on the bed and drinks a little water.

Ed looks at the tub in the bathroom which is full of water. He sticks his finger deep into the drain, trying to free whatever is in there. There is another tuft of hair, and again he throws it into the toilet. The gurgling sound that he heard before has come back, resonating through the soapy water from the drain.

Ed follows the gurgling sounds into the basement. He takes a flashlight from behind the basement door and shines it at the pipes that lead from the bathtub drain. He can hear the gurgling sound running through them. It sound like they ate something they can't digest. He reaches up and touches the pipe. It seems to be leaking a little, or maybe it is condensation. Ed traces the noise to a larger sewage pipe that runs down into the basement floor. He watches the pipe, but slowly, his attention is drawn to the shadow next to the pipe. As he stares intently into the darkness of the shadow, a figure begins to emerge in the distance. The darkness begins to change into a long hallway. A small figure is walking towards Ed and his footsteps echo in the distance. Ed watches, mesmerized. The basement fades into the blackness, and now, the hallway becomes more clear.

It is a very long hospital hallway, and the figure walking toward Ed is a doctor, carrying a clipboard.

There's nothing we can do for her now except to alleviate any pain she may be feeling. We have her on a morphine drip and we'll keep increasing the dosage as she shows any signs of pain.

At this point, probably not. She has so much morphine in her, I doubt she can even recognize you. But you never know. Actually, in cases like this, where the end is inevitable, I recommend that we increase the dosage on the morphine drip at an accelerated rate. There's no point in making this last longer than it has to.

Ed stands up and backs away. He backs out of the hospital room as his mother continues to scream. Ed backs into the hallway, which is now blackness. As he backs away, another noise starts to echo around him. A banging. A loud banging is coming from upstairs. Ed backs away and then runs upstairs.

As Ed opens the basement door, he sees that it is bright daylight again.

Ed opens the front door and before he can react, a fist hits him hard in the face. Ed falls to the ground, next to a pile of letters that has been dropped through the slot in the door. GEORGE SIMIAN walks in, wearing a track suit. George, 35, is a stronger man than Ed. He is better looking, too, or, at least, younger. He has a genuine honesty about him, like a big boy. It is this boyish quality that makes his anger seem uncontrollable.

When Ed doesn't say anything, George starts searching around the house.

Ed can hear George searching around in the other rooms. He gets up and sits on the couch, nursing his wounds. After a minute, George comes back into the living room.

Hi. May I speak to Sadie Crumb, please? This is Detective Derm of the Seattle Police Department. Can I ask you a few questions? The officers turn and stare at Ed until he leaves.

Oh. Oh. Oh! Oh! OH! OH! NO! NO! NO! Ed backs slowly away from the window. He hears someone knocking on the front door.

2t2Why do you care! You don't care! You know nothing about me! I hate you! Stay away from me! I'll scream! I am not screaming now! You think you're the only one? Yes, I do! I LOVE YOU! You never do that! You do not! You never do anything! You think that nothing's wrong! You think we live in paradise! This is what I think of this fucking house! There is the sound of things breaking.

He looks in the mirror. His eye is swelling up already and his lip is bruised. He washes his lip off, and then takes a towel from the bathroom.

He picks up the phone as he walks into the living room and places it on the coffee table. He sits on the couch and stares at it for a second. Then he brings the phone over to his desk and finds Derm's business card. He sits down at the desk and calls Derm.

He drops the finger into the toilet with the tissue and flushes it.

He hurries to the edge of the couch with a sponge and cleans up the small amount of blood and dust left there.

He squeezes the sponge out until it is clean, then puts it aside. He lets out a huge sigh of relief.

Much of the ice has melted and the towel it was wrapped in is now soaking wet.

He takes the towel into the bathroom and rings it out. Then he looks over at the toilet. The finger is still there, floating like a cigarette butt. The water is pink from the blood, the tissue is gone, but the finger floats there defiantly. He flushes the toilet again, but this time stays to watch. The water goes down, but the finger stays buoyant and won't go down. There is a knock on the front door. Ed takes a bunch of toilet paper from the roll and tosses it over the finger. He flushes again, but the tank hasn't filled up yet and, if anything, this makes it longer until it will fill up again. There is another impatient knock at the door.

Ed shuts the bathroom door firmly, takes a breath, and hurries out to meet Derm.

Ed answers the door. Derm comes in with two assistants, MAZUREK and SNYDER. Snyder is holding Ed's morning paper.

Detective Derm. Mazurek comes into the office carrying Sadie's sweater, which has blood all over it. Snyder follows Mazurek in and looks over Mazurek's shoulder.

It was under the bed, sir. Derm takes the sweater and looks at the blood on it.

Detective Derm. Derm looks at Ed, then goes into the other room. Ed follows.

They pass by the bathroom. The gurgling noises from the plumbing echo around the hallway, and while the police don't seem to pay it any mind, Ed can definitely hear it.

Ed goes over to Eve's writing desk and looks over the papers lying on top.

- where his desk is. He searches around and quickly finds a photocopy of a hand-written list of phone numbers.

He passes by the bathroom and stops by the bedroom door. He looks into the bedroom where the officers are searching through his stuff. They find a copy of Hustler Magazine and they chuckle about it, before they notice Ed watching them. As he watches, he can hear Derm talking to Sadie.

Ed takes a glass from the cupboard. He takes it over to the sink and fills it with water. The tap makes enough noise so that he can't hear anything else.

As Ed passes the bathroom door, the gurgling noises from the plumbing get louder. He makes sure the door is firmly shot and then brings the glass of water to Derm.

Ed flips through the last pages of the diary. He reads for a minute. Some distant noises are coming from the neighbor's house. While we can't hear exactly what is being said, it is clear that a man is saying something funny and a woman is laughing hysterically. Ed reads for a minute until, astonished, he puts it down and looks up at Derm, who is standing in the doorway watching him.

He opens the medicine cabinet and searches through the plethora of over-the-counter medicine crowding the shelves. He takes a bottle of Midol, or some other feminine pain-killer. He takes a few of them and chases them down with a handful of tap water. Then he turns to the toilet, lifts the lid and looks at the stuffed-up mess. He rolls up his sleeve and sticks his hand in the bowl. He searches around for the finger. The phone rings. He gives up searching and, with some wet toilet paper stuck to his arm, hurries to answer the phone.

Ed takes the bottle of Midol from the medicine cabinet and takes a few more. Then he notices a trail of pink water leading from the toilet, along the bathroom floor and into the hallway. He follows the trail.

The trail leads up to the pinkie finger. Ed watches while the finger moves, inchworm-like, across the floor, toward Eve's room, leaving a wet trail behind it. Ed watches for a second while he decides what to do. He quickly grabs the finger and takes it to the kitchen sink. He drops it in the sink, pushes it down the drain and flicks the garbage disposal on. He turns the water on and leaves it running until it sounds like there is nothing left of the finger. When he turns it off, he sticks his hand in, searching for any remnants of the finger. It appears to have gone down. He takes the sponge and wets it.

He wipes up the trail of the finger, following it back into the bathroom.

Ed searches around the basement for a plunger. The basement is full of strange sounds, all ruminating from the exposed pipes. He finds a plunger among some other tools and starts back upstairs, but on his way upstairs, he finds that there is a puddle of water on the floor. He traces the source of the puddle to the pipe that was only moist before. It is now dripping slowly and a large pool of dirty water is collecting in the shallow recess of the cement floor. Ed stares into the murky, black pool. There is a knock on the door upstairs and Ed turns to answer it.

Ed answers the door and sees that it is now dark outside. GEOFFREY COSTAS stands outside. Geoffrey, 54, is a wise, patient man. He is formal and calm in his manner, but these qualities belie a warm emotional vulnerability. Physically, he is not small or weak. One gets the impression that he wasn't always so kind.

Hello. My name is Geoffrey Costas. I'm from Human Support Services.

Detective Derm asked me to stop by. He hands him a business card. Ed takes the card and looks it over.

Oh, I'm not a physician. I'm a psychiatrist. But I'm not here on business. This is my time off.

Human Services is a volunteer organization. We offer assistance to victims of traumatic crimes.

Maybe you just want someone to talk to. It can be a lonely world when those you love are taken from you.

Well, you have my card. If you feel like talking at another time, please feel free to call.

There are times when the pressures of everyday life become overwhelming. As a doctor, I notice more and more of my patients experiencing similar symptoms. I'm afraid it's a sign of the times, as much as anything else.

Like I said, I'm not here on a professional basis. Your insomnia is merely a symptom of a greater unwholesomeness. A lasting treatment may be extremely hard to come by. There's very little we can hope to accomplish with pharmaceuticals alone. However, under the circumstances, I can give you something to help you sleep. Do you have health insurance?

The prescription I'm going to write for you is expensive, so I recommend you save the receipt for your insurance company. I'm sure they'll cover it. These pills are quite new. I've been prescribing them to my patients who travel a great deal, for their jet lag. They will help stabilize your internal clock by chemically suppressing certain amino acids in your brain.

Oh, yes. Now, take two at night, and don't take more than six in a day. OK?

I'm glad I could help. How about I check in on you tomorrow afternoon?

For what it's worth, I understand your position better than you think. Don't shut it all out. Sometimes that fragile connection to the rest of the world is all we have. I sincerely hope things turn out for you. Tomorrow then?

No. But if you'd like me to, I will, on your behalf. They know me and I've been through this before.

With others, and myself. My wife was taken from me about three years ago.

It was a similar situation to yours. The police found her car in the parking lot of a mall. They found her body about a week later in some woods nearby.

Sometimes a man, when faced with his own problems or inadequacies, takes it out on someone weaker than themselves.

People often blame themselves for events that they have no control over, especially when the events seem so random and cruel. Action leading up to tragedy tend to become more significant. Details weigh on the conscience.

I'm sorry. I didn't know. Geoffrey's watch alarm goes off. He looks at the time and then, habitually takes a shiny silver pillbox from his pocket. He takes two pills out.

It's been a while. Why don't you let me call him? Maybe there's some news. When Ed doesn't object, Geoffrey takes his address book from his briefcase, along with a cellular phone and dials the number.

Detective Derm, please. Hi, Charlie, it's Geoffrey. I'm over at Ed Saxon's house. Yeah. He was hoping to get some information on his wife. Uh-huh. Well, he said you called him last night and told him that you had found her body. Uh-huh. I see. In the woods, near where you found her car. I don't know. Yes. Well, I did give him something to help him sleep. Right. Yes. Then Geoffrey turns away from Ed and says a few words quietly, so that Ed can't hear. Then...

Yes. Yes. I'll tell him. Yes. OK. Bye. Geoffrey hangs up and turns back to Ed.

He told me to tell you to wait here for him; that he's coming over.

It is possible that you did fall asleep, that you dreamed the phone call. I have to say that I was surprised when you said you hadn't slept. Those pills are very effective.

Still, this is better, isn't it? I mean, now there's still a chance. Your wife could still be...There's still hope.

I said you were very tired and anxious and that you seemed to be under a great deal of stress.

No. I don't think I will. Geoffrey leaves. Ed shuts the door. The phone rings. Ed picks it up.

Ed works the plunger in the toilet. The water is still pink from the finger, but also might be pink from the pink toilet paper that is now broken up and mixed in with the water. He plunges the toilet a few more times and then stops to see if it is working. The water slowly goes down. He reaches behind the toilet and turns the water back on. He flushes it and it seems to be working again, albeit weakly. He sits on the edge of the bathtub and takes a breath. The water in the tub hasn't gone down, so he takes the plunger and starts to work it over the drain. After a minute, he sees that it isn't working. He reaches into the drain and pulls out a huge clump of scum-filled hair. It is repulsive to Ed. He throws it into the toilet. The water in the bathtub still hasn't gone down.

He searches under the sink through an exhaustive supply of cleaning supplies. He eventually pulls out a king-size container of Drano.

He reads the back of the container quickly, then pours the whole thing down the drain. He watches it for a second, waiting for it to go down. Slowly, then softly, the piano can be heard playing in the other room. Ed listens to it before following it down the hallway.

The lamp on Eve's writing desk is on and it lights up the end of the hallway. The music still seems to be coming from her room.

Ed comes in and looks around the room. There is no one playing the piano, but the music continues over the rest of the scene. Ed's attention turns to the diary, which is still sitting on the desk where he left it. Ed sits in the chair and starts paging through Eve's diary. The piano continues playing. We hear Eve's voice as it must have been when she was writing.

More than three weeks late. Damn. I'm so stupid. I haven't told George because I'm sure he would use this as an excuse to pressure me to leave Ed. And how can I tell Ed. There's no way he could be the father. We haven't had sex in months. He would know it isn't is. Ed flips back a few pages. As he does, the camera starts to travel around the room, passing the piano, and then a few pictures from Eve's past, then some souvenirs on a shelf.

Saw a movie last night with George. It was awful; just the kind of movie Ed hates. I wanted to tell him about it, but I couldn't. I told him I was at Susie's. George loved it, of course. I think he likes every movie. Still, it was nice to go out on a date like that. It was fun.

Ed came home in a shitty mood and started picking a fight with me about a coffee cup I broke last week. It was the last thing I needed, today especially. Sometimes I fucking hate him. He can be such a shit.

I can't believe what a jock George is. I knew he worked out, but he really takes car of himself. After we had sex, I was embarrassed to let him see me naked. How could I have gotten so fat? I'm going back to the gym tomorrow. I've really let myself go to pot. Maybe I'll get him a softball bat for his birthday next week.

Ed doesn't sleep anymore. He's beginning to scare me. He takes all these pills to help him sleep, but they only make it worse. And he hates me. I can see it in his eyes. He blames me for everything that went wrong in his life. Maybe he's right. Maybe it is my fault. I feel so guilty about George that I can't argue with him anymore. I can't keep this up much longer. Fuck it. I'm going to tell him about George tomorrow. He knows anyway. He must know. He's been acting so weird. Poor Ed. He used to have so much ambition. And he's so talented. I just wish things had turned out better. The camera turns toward the bathtub, and focuses slowly in on the drain. A few bubbles pop out from under the water and the water starts to drain out. As the camera dollies in on the drain, the last of the murky water disappears. Ed, now standing in the bathroom, strikes a match and holds it up to the diary until the corner finally catches on fire. He fans out the pages so that it will catch more. When he can't hold it anymore, he drops it into the bathtub and watches it burn. He watches it until it has burnt itself out, burning into a pile of thick, black ashes.

Now the camera has turned to the empty hallway. It slowly moves toward the bathroom.

The camera comes into the bathroom and passes over all of Eve's things sitting on the back of the toilet.

Ed looks up at the smoke alarm. He tries to pull it down, but it is out of his reach. Ed grabs a chair from the living room and stands on it so that he can reach the alarm. He pulls the cover off the alarm and then the battery out and the alarm is finally silenced. Then he hears voices coming from outside the front door. He approaches the front door cautiously, then puts his ear up to the door and listens. The voices are muted and whispered, but Ed can still hear what is being said, although it is hard to tell who is talking.

Embarrassing? I'll tell you what's embarrassing. You with this fucking geriatric old man. That's embarrassing.

Sadie and Harvey freeze like caught children. HARVEY, 19, looks younger than his is; his facial hair isn't capable yet of filling out his meager goatee. He seems hurt, like a spoiled child who hasn't gotten his way.

Ed turns on the shower, washing the ashes down the drain. After he's watched them go down, he takes a sponge and cleans off the burnt mark in the tub as best he can. He turns the shower on, rinsing it out. He turns the shower off and hears the phone is ringing.

Ed takes a few steps into Eve's room. He traces the noises to the window and looks out at the neighbor's house. The light is on in the neighbor's window, and there are some vague shadows moving around on the closed curtain. As the noises get louder, it soon becomes clear that the neighbors are having sex. Ed peers out at the light in the window, listening to the woman's increasing moans. The woman seems to be in some sort of painful, orgasmic delight. In other words, it mostly sounds like she is having a good time, but there should be a growing suspicion that not all is right.

Ed opens the door and Sadie comes in holding a colorful paper bag.

Sadie follows him in. Ed opens the pills quickly and swallows three of them with a glass of water.

1tt1Ed, rather than let her in, pushes her outside and shuts the door behind her.

Ed waits by the door until he hears her footsteps walking away outside. Sadie stands up, looking nervous.

Sadie turns the lights off and we can only see by the light coming in from the hallway. Ed lies on the bed and Sadie lies next to him, under the covers. Ed slips his hand under the back of her sweater and fiddles with her bra while they kiss. The gurgling sound starts up again, and while Sadie doesn't notice, or doesn't hear it, it becomes increasingly distracting to Ed. He looks to the bathroom where the noise is coming from.

The camera focuses in on the drain. The water in the bathtub starts rising again.

Sadie breaks away from him, sits up and takes off her sweater. Ed takes off his shirt. Ed's kisses move around the side of her neck. As he reaches her ear, he looks up and notices Eve's clothes sitting on the chair.

The water is rising slowly, but we can see solid stuff (the ashes from the diary are clearly part of the muck) seeping out of the drain with the water. It is a cloudy, dark, disgusting water which probably stinks too.

Ed is trying to concentrate on Sadie, but he notices the closet door is open and there are some dresses blowing around inside. And the noise from the bathroom is getting louder. He turns Sadie onto her back, turning himself away from the closet. His kisses run down her chest until he gets to her jeans. He unbuttons her jeans and starts to pull them off, kissing as he goes. Ed has taken her pants off, but his passion and enthusiasm has faded, and he stops and stares off into space, towards the bathroom. He is spooked.

Ed pours a few more pills into his hand, swallowing them with some wine from the bottle.

Ed looks at the bathtub, which is full of the murky water. He picks up the plunger, which is still by the toilet, and starts working it on the drain. More stuff is coming up, making the water darker, but as he relaxes the plunger, the water doesn't go down. If anything, the gurgling sound is louder. He works the plunger some more, more vigorously and then, again, relaxes it and watches the drain hopefully. The gurgling noise seems closer and the water still does not go down. Then he hears something hit the front door.

Ed opens the front door and picks up the newspaper which has just been thrown. He puts it with the other newspapers, which have piled up in their plastic wraps on his desk.

He comes back into the bathroom and looks at the bathtub. He puts the plunger over the drain and works it much harder and, this time, after a few seconds, there is a loud knock in the pipes, as if he hit something. He takes the plunger away and watches the drain. Suddenly, a large air bubble bursts out of the drain. He watches, but the water shows no sign of draining. Then, slowly, blood starts to leak into the tub from the drain. Ed is naturally terrified by this. He watches until it is clear that it is blood and not just more gook. He puts plunger back on the drain and pumps it a few more frantic times. More blood seeps out of the drain. He seems to be making the problem worse. He shuts the shower curtain and backs out of the bathroom.

He spills the pills on the kitchen counter and counts them quickly. There are about ten left. He pours them into his mouth and swallows the rest of the wine. Then the ticking stops. Ed looks at a clock on the wall. The second hand has stopped. He hears voices in the other room.

He looks out of the window in Eve's room. He sees that the light in the neighbor's window is on. The couple next door are having another argument, but this one is much more intense than the last.

This ends with a loud, terrifying shriek. It seems to echo around the room as Ed watches. Then the voices stop. Ed watches the window and sees a featureless man stick his head through the curtains to see if anybody is listening. Then he closes the window and curtains. The phone rings in the other room.

He hurries to answer the phone. While he is on the phone, a new sound is coming from the bathroom. It is like the gurgling sound, but also subtly different.

The noise coming from the bathroom now sounds more human, like a baby gurgling. As Ed walks into the bathroom, he can see that there is something in the bathtub. The shower curtain is closed, but behind it, there is some sort of body moving. Ed pulls the curtain back. He reveals a baby, just born, lying in the tub. Most of the murky water has drained and left a dirty ring around the tub. The BABY is a newborn, except that its eyes are maybe larger than they would be. The Baby is also SIX FEET TALL. It's immense frame fills the bathtub. It is naked (it's a boy). Ed watches with amazement. The baby looks incredibly real, except for its size. The stare at each other for a minute. The baby looks a lot like George Simian. It has his eyes. Other than this, it behaves like a baby. It is lying on its back, gurgling peacefully with his feet in the air and his left hand gripping the shower curtain. The baby reaches out for Ed lovingly. Ed backs away. Seeing this, the baby starts crying. Ed, panicking, approaches the baby. It is still crying. Ed reaches out to touch it. He touches its arm and the baby's crying starts to subside. The baby moves with typical, quick, chaotic movements that, because of the baby's size, are almost threatening. Ed puts his hand in the baby's hand. The baby grips it as baby's do, but this baby's hand is about the size of Ed's. The baby stops crying and returns to its curious gurgling. Ed tries to pull his hand back, but the baby won't let go. The baby, it seems, is incredibly strong. Ed pulls harder. He still can't get the baby to let go. Ed tries to pry the baby's fingers off, and this time manages to get his hand out of the baby's grip. But as soon as he does, the baby starts crying again. He backs out into the hallway.

Ed is in a panic. The baby's cries echo around him as he backs away from the bathroom.

Ed finds himself in the kitchen. He looks at his hands which are covered with bloody muck from the tub. He washes them off in the sink. He looks over at the kitchen knife which has been drying in the dish rack.

Ed walks slowly, purposefully to the bathroom. The crying baby gets louder as he approaches.

He comes into the bathroom, but in the tub, instead of the baby, there is a grown man's body. It is Ed, staring up at himself from under the water. We only see a very tight shot of BATHTUB ED's head and part of his neck. His head is under water and he looks up, unable to move. We then see the reverse shot of this and it is also of Ed, so that Ed is, in effect, looking up at himself through the cloudy water. The baby cries continue, although the baby is no longer in the scene. From Bathtub Ed's point of view, we see the other Ed takes the kitchen knife and lean forward and to the right, off-camera. Bathtub Ed, who can move his eyes, tries to look to his arm, where the other Ed is cutting. Soon, blood starts to mix with the water, diffusing over Bathtub Ed's face. The blood also diffuses over Bathtub Ed's P.O.V., as he looks up at the other Ed cutting him. When the other Ed is finished cutting, Bathtub Ed sees him put the knife aside and then reach down, off-camera. After a short struggle, the other Ed pulls up Bathtub Ed's severed arm and slips it into a garbage bag he has already prepared. The blood from Bathtub Ed's cut fills the water with dark blood, turning the film red. The red dissolves into a pool of blood that is in the hallway.

Ed, with a bucket and sponge, is cleaning pockets of blood from the floor and walls. He is crying while he does this. He squeezes the sponge for the last time, then inspects the hallway as closely as he can, searching for any spots he might have missed. Then he picks up the bucket and takes it into the bathroom.

He dumps the water from the bucket into the bathtub. The water is pink and dirty. He sits down on the edge of the bathtub and watches the water go down the drain. He stares at the drain in a trance until he hears a knock on the front door. He turns to listen to it in the other room.

As he opens the bathroom door, he sees that the sun is shining in from the living room.

Geoffrey stands patiently outside as Ed opens the door. He carries his briefcase and looks dressed for work. His appearance is a stark contrast to the half-dressed, blood-shot Ed.

The bathroom is completely clean. There is no sign of any of the activity from before. Ed finds the bottle of prescription sleeping pills. It is empty. He takes a couple of Midol and swallows them dry.

Ed sits down at his desk. He looks over the papers on his desk. Sadie's is on top. He looks it over. The phone rings and he picks it up.

Ed backs into the hallway. As he passes the bathroom, he can hear the gurgling sounds from the plumbing starting up again.

Ed backs into the kitchen. He searches around, quickly finding the kitchen knife. He grabs it out of the dish rack and starts walking toward the front door.

There's another bang on the door. Ed passes slowly through the hallway, watching the door, holding the knife in front of him. The gurgling sounds in the bathroom are deep and resonant, echoing out of the drain, around the bathroom and into the hallway. There is another hard crash against the door, which breaks the jamb. The door is only being held on by the splinters around the lock and George starts kicking the door with his foot. Ed backs into the basement door. He opens it and goes into the-

He hurries down the stairs into the darkness of the basement. The pipes surround Ed with hysterical, thick, watery sounds. There are metallic creaks and strains which reverberate around the walls of the basement as the pipes seem to expand and contract. A couple of inches of dark, dirty water have collected on the floor and Ed's feet get wet as he steps off the last stair. Ed finds a place to hide in the shadows behind some boxes. He stares up, as he hears the door breaking open upstairs and someone walking into the living room. With his eyes, he follows the footsteps as they search the apartment. Ed has hidden under a large pipe, which is dripping drops of dirty water onto his face. In the darkness of the basement, the color of the water is unclear, but as he wipes some onto his fingers, he can see it is murky and dark. The basement door opens slowly, and from the light upstairs, Ed can see the silhouette of George Simian standing with a softball bat. Ed grips onto his knife and watches as George comes down the stairs, step by step. The water keeps dripping on the top of Ed's head, running down the side of his face, but he holds still. Ed watches George come down the stairs. George reaches the bottom and steps into the shallow water. He peers cautiously into the shadows. He starts walking toward Ed. Ed withdraws as much as he can into his corner until he is in complete darkness. He watches George approaching him and he slowly raises his knife. George raises his softball bat. He takes a few more steps up to Ed, but then steps blindly past him and into a deep, dark shadow. Ed watches him disappear into the shadow and then, makes his move. He rushes into the shadow with his knife raised and both he and George are engulfed in darkness. After a few seconds, Ed emerges from the shadow. He drops the knife into the water at his feet. As he does, blood runs out of the shadow, mixing with the water in the basement floor. Ed walks slowly upstairs. The noises around him in the basement are now at their loudest.

Ed takes a long look at himself in the mirror. He is wet with blood and dirt. He opens the medicine cabinet and finds the sleeping pills he was using before. He opens the bottle and empties it into his hand. There are only about five pills left. He takes the two toothbrushes from a toothpaste-crusty glass and fills it with water. He takes the pills. Unsatisfied, he searches through the rest of the medicine cabinet. The selection, though not particularly toxic, is a good representation of standard, over-the-counter pills and tonics. He finds the Midol and takes the last few from the bottle. There is a bottle of cold medicine which he finishes off. He drinks down a nearly full bottle of pink diarrhea medicine. He finds a bottle of multi-vitamins and takes a handful of those. As he finishes each one, he drops the empties onto the floor of the bathroom. When he stops, he notices blood seeping out of the bathtub drain. It is pure, thick, dark blood. He backs away into the hallway.

Ed backs into the wall and then, losing strength in his legs, lowers himself to the floor. He keeps watching the bathtub. Piano music starts to seep through the gurgling noises. Ed turns towards Eve's room. On the other side of the house, outside the broken door, Ed can hear Derm's car pull up. Ed watches the living room as Derm comes in carefully, flanked by Mazurek and Snyder. Derm comes over to Ed and kneels down in front of him. Ed looks up at him helplessly.

The camera comes into Eve's room and turns to the piano. EVE is sitting at the piano, playing some music. We watch her for a few seconds. She turns to the camera as she plays, then continues playing. Then the camera turns toward the clouds painted on the ceiling. A crack appears in the plaster and starts widening until there is an empty black space behind it. The sound of the baby crying seeps in from the crack. The camera zeroes in on this black until it fills the frame. Over the blackness, we can hear the baby crying until it fades out.

by Mike Leigh Sunset. A windmill by a stream. TWO WOMEN pass by, chattering cheerfully in Dutch. A MAN stands on the horizon. He is sketching. This is J.M.W. TURNER. TITLESHe encounters a young woman, HANNAH. Aye, aye, me damsel.He gives her one of his bags.Turner enters his dark studio. He starts to open the shutters. Light streams into the room. Hannah brings him a small glass of sherry, which he drinks. She helps him to open the shutters and to move a work table.He has sat down. She hovers by him. He feels her breast. Then he briefly lays his had on her crutch. She scuttles out.Joshua attends to this.He weighs out the powdered paint.He makes as if to sit, then doesn't.He leaves the kitchen, and goes up some stairs. Hannah follows him at a short distance. She hovers in a doorway, listening to the old man and his son.They hug each other.They kiss each other. Then they move to the work table, where Turner is preparing some watercolours.Hannah brings Turner Snr a cup of tea.Turner Snr sits down at a desk.Turner leaves the room and goes upstairs. Hannah hovers for a moment, then leaves. The old man attends to some paperwork.They both roar with laughter.Turner Snr serves his a slice of pork. Hannah gives him some vegetables.Turner inspects his coat. Hannah scratches the back of her neck, which is a little inflamed.He goes out, closing the door behind him. The gentleman whispers something to the lady. Long pause. Then Turner Snr returns. He moves round them.He stops by some double doors, which are closed.Turner's brightly-lit art gallery is revealed.The trio step down into the gallery and begin to peruse the paintings. Turner Snr hovers near the door.SARAH DANBY now bursts aggressively into Turner's studio, accompanied by her two adult DAUGHTERS, one of whom holds a newborn baby.He continues to paint.The younger daughter, who has hovered by the door, comes forward tentatively.Turner Snr enters.The women all sweep out. Turner Snr exchanges an understanding glance with his son, then leaves, closing the door behind him. As he does so, Turner angrily kicks a stool across the studio.She sits.Enter Turner.Georgiana does so.Turner walks out of the room. Sarah gets up, and shouts after him.A STOUT, AFFECTED FELLOW has been hovering in the background. He now approaches them.He leaves them.Turner and Lord Egremont now inspect a pair of Turner's landscapes that have clearly been painted specially for the permanent positions they occupy in the room.They move on, passing a wigged footman who is seeing to the candelabra on the mantelpiece.They now pass A LADY playing the piano.Turner and Lord Egremont arrive at two more of Turner's paintings set in the wall.After a momentary pause, Turner joins Miss Coggins, standing near the piano until she finishes playing.She plays a fragment of a tune.He leaves, discretely. Miss Coggins is overcome with emotion.He spits on the canvas. One of the young ladies laughs, whilst the other turns away in disgust.At this, Carew promptly leaves.Turner leaves. Haydon hesitates for a moment, then follows him to the doorway to the expansive meadow.Turner grunts.Haydon strides off purposefully. JONES, LESLIE and BEECHEY join Turner; they all watch Haydon recede into the distance.He goes off into the house.They leave. Haydon is still visible on the distant horizon, striding towards the lake.He picks up a clarinet and proceeds to play it badly. The First Young Lady and Miss Coggins are put out. Turner winces in an amused way.All have been much amused throughout the course of the song, although, to Turner's wry amusement, a SMALL ECCLESIASTICAL MAN ran out in disgust at the "lovers in plenty". Loud applause at the end.Taking his time, the man gets up and goes into the house. He calls to a woman who is beating a rug in the back yard. Turner looks out to sea.MRS BOOTH stops beating the rug, and comes to the front door.She gives her husband the wicker carpet beater.They go into the house and up the stairs. Mrs Booth leads the way.They enter a bright room with a double bed.Turner gives her a bank note.She leaves.She places it down.She goes out. Turner proceeds to unpack his work materials.She pours the beer.Mrs Booth giggles.Pause. Sadness.Turner enters.Hannah has entered with the tea tray.Hannah gives Mrs Somerville a cup of tea.Hannah gives the old man his tea.Hannah and Turner Snr barely exchange looks.She produces one from her bag.She places it on the window frame.The proceed to do so.They stop closing the shutters.Taking the wax from a small tin, she attaches a sheet of paper to an easel they have placed on the table. Then she tears off a tiny corner of paper.She now takes a hammer out of her bag. Then she conceals the needle in a piece of cloth.Mrs Somerville now hammers the folded cloth vigorously.Mrs Somerville looks at two paintings of ships.They look at the painting.They laugh.Mrs Somerville scrutinises the painting very closely.He points out the tiny elephant in the distance. She laughs.Turner Snr coughs.Turner Snr continues his coughing, which gets worse. His neighbour pats him on the back.He looks concerned about his father.The old man takes no notice. Then he accidentally drops a palette knife on the floor. Turner goes over and picks it up.The old man looks at his son, defiant, but helpless.Pause.Turner Snr dies. Tears well up in Turner's eyes. Fraught, Hannah comes and stands near Turner.Turner follows her out.She raises the front of her skirt.She lies on her back, and complies with Turner's instructions as he manoeuvres her into position.He goes to the end of the bed and checks her pose. Then he gets a chair, and places it in the same position. Having checked the pose again, he takes a pencil and sketchbook from his bag, and starts to draw her. Pause.Turner now breaks down. Uncontrollable tears grow into a painful howl of despair. Without breaking her pose, the prostitute watches him.She sits up, and starts to undo the laces of her corset. Turner continues to draw her.They go in.Turner gives her a bowl.She empties it into a bucket.He doesn't reply. She shrugs and goes out, picking up his umbrella as she goes, and putting it in the hall stand.He spots his own painting and goes towards it, greeting Stothard, the very old man with the ear trumpet, on the way.He proceeds to his painting ('Helvoetsluys; - the City of Utrecht, 64, Going to Sea') looks at it, the moves to the painting next to it. This is 'The opening of Waterloo Bridge' by JOHN CONSTABLE, who is working on it.Turner now joins two more artists, one of whom, EASTLAKE, is up a ladder.Turner returns to the President, Shee, and his companions.Shee walks away. Turner joins TWO ARTISTS on a ladder.Turner moves away and greets Carew as he passes him. Mr. Carew!Turner joins AN ARTIST putting the finishing touches to his painting.Turner goes through a doorway, greeting a UNIFORMED MAN.Turner proceeds down the corridor into the ante-room, in which a GENTLEMAN is standing by a painting.PICKERSGILL is a man sitting at the end of the room.Beechey enters and joins Turner and Soane.Turner leaves the, and again returns to the main gallery, where he again scrutinises his 'Helvoetsluys' painting alongside its neighbour, Constable's 'Waterloo Bridge', on which the latter continues to work. Then he joins Eastlake.Eastlake takes a moment to register what Turner is suggesting. Then -They both laugh. Turner moves on.Another painter intercepts him.CALLCOTT leads Turner to an Italian view.He points to part of the painting.Turner goes to Jones, who is working on a historical painting.They laugh. Turner moves on. Leslie is still up the ladder. His painting depicts a fashionable salon.Turner moves into the corridor, where Carew, Soane and Stothard are inspecting a marble portrait on a plinth.Carew laughs uproariously. Turner moves on.General consternation and reaction. Carew laughs uproariously. Constable puts on his coat.He storms out of the gallery. The following is mixed in with general murmur, whilst, just as Constable leaves, Haydon enters, and looks round the whole exhibition. Carew continues to laugh.Carew doesn't stop laughing.In the corridor, Haydon bumps into Turner, who is just coming out of the ante-room.Turner returns to the main gallery. Watched by all, and using his forefinger, his thumb and a cloth, he turns the red blob into a buoy.General celebration and applause. Turner gives them all a sardonic look, and leaves.Turner has returned.He storms out.Turner shakes his head, and shares the moment with Soane, who is adjacent. Haydon marches into the main gallery. He goes up to Leslie, who is standing with Eastlake and Callcott.A crowd gathers. Much of the following dialogue overlaps.Pickersgill enters, followed by Soane and Turner, who watch from the doorway.General discussion and comments.Soane and Pickersgill join the group around Haydon.Alone, Turner watches from the doorway.Haydon knocks Pickersgill's hat off. A general struggle ensuesTurner quietly leaves the gallery.He makes his way through the crowd, and leaves. General discussion and hubbub.A long pause. A charged moment.She puts them outside his door, which he opens.Turner pulls her towards him. They kiss. She takes him by his hand and leads him into her bedroom, and closes her door.Turner laughs. Now a snowstorm rages. It is night. Turner absorbs the full force of the experience.Turner coughs.Mrs Booth laughs.Mrs Booth sees Dr Price out.Turner coughs heavily into his handkerchief.She gets up and goes out.Hannah returns, holding a large stick, from which she draws a sword.She pokes the ceiling drape with the sword.Bemused, the Ruskins watch this operation.He kisses her.She giggles. Turner leaves, immediately reappearing, going the other way.He disappears. A woman passes.Turner does so, and coughs.Turner does so.Turner does so.Turner does so.As the doctor turns his back on them to attend to his bag, Turner and Mrs Booth exchange startled looks, and mouth words of consternation.Long pause.Sarah sweeps out. She now has a walking stick, and is limping. Evelina accompanies her, followed by Hannah. Alone, Turner sobs.Roberts, Stanfield and Turner laugh.They all raise their drinks.They drink.The others laugh.Turner growls.She goes out. Turner continues working.Turner growls.Haydon has sat down.Pause.Hannah registers this. She is standing by the door.Hannah shows Haydon out of the front door. He stumbles down the steps.Hannah watches him go, then closes the door.Ruskin's Father bustles into the hall to greet them.Now there are two footmen. They take the guests' coats.He is referring to 'Slavers' which now hangs on the wall. They all turn to look at it.Turner mutters politely.They all proceed through a doorway. Turner gestures for Jones to go first.Stanfield and Roberts laugh.A general murmur of agreement.Turner groans.Mrs Ruskin nods.He gets up and proceeds to the window, where he stands expectantly.The other artists laugh uproariously.VICTORIA.The Queen and Shee ascend the stairs, followed by PRINCE ALBERT and a SMALL ENTOURAGE. A few minutes later, they are in the main gallery. The Queen and Prince Albert are inspecting paintings. She stops by one canvas.Shee turns to Callcott and Eastlake behind him.Shee turns back to Albert.Queen Victoria turns, spots a painting and reacts. She walks towards it. She stops by it. It is one of Turner's paintings ('Whalers'). She shakes her head. Albert joins her.Victoria moves to the next Turner ('Sunrise with Sea Monsters').They move on, followed by their entourage. Turner is revealed in an adjacent doorway, having overheard the Queen and the Prince's conversation. Horrified, he leaves.Another CRITIC joins them.The Third critic bursts out laughing. The others turn to him.Now two LADY CRITICS are looking at Turner's work.They both laugh.He goes over to the shop window. Much hubbub from the stage crowd. Then the Baker's Boy accidentally spills the tarts over the painting on display, and runs off. The audience laughs. Turner is standing at the back of the circle. He laughs too. An actor playing the Art Dealer enters (ACTOR 1).Actor 1 is doing something to the ruined painting.The painting is now covered with broken jam tarts. The audience laugh uproariously. Turner is horrified. The group of actors recite in chorus.A fashionably dressed elderly actor enters.He has spotted the ruined painting, now covered with the jam tarts.Turner watches, grim faced.He produces a wad of bank-notes with an elaborate gesture. The audience boos.He exits.The Old Actor returns.He exits, followed by all the other actors, except Actor 1, who goes into his shop. The audience cheers and whistles and claps. Turner leaves, much disturbed. In the empty corridor of the theatre, a lone young usher stands briefly as Turner passes him on his way out of the theatre....design that my imagination could suggest and he promised to write a poem.... Very sage, Captain. Mr. Ruskin, I fail to see wherein lies the charity in misleading people as to the amount of talents they possess. Well, talent is something that lies dormant and needs to be drawn out in the right circumstances. Yes, if one has the opportunity to have it drawn out.. My wife, Effie; er... I am still waiting for her talents to arise and be drawn out. I'm sure that talents can be crushed as much as they may be drawn out. Ah, precisely. Perhaps it is the duty of the husband to draw out any such talent. ... Plutarch who said, 'Painting is silent poetry...' Are you interested in poetry at all? A young woman (RUSKIN'S WIFE) sitting next to Turner now smiles politely at him. He gestures to her.They share a moment.Turner mutters, sits up, and moves to the foot of the bed with great effort. Hannah brings him his tea.He takes a sip of tea, and gives her the cup and saucer. Then he puts on his shoes. Hannah lingers. He stands and starts putting on his coat. Hannah puts down the teacup and helps him on with his coat.Turner puts on his hat.He picks up his bag.Pause.Turner leaves the room. Hannah sits on the bed, forlorn.Turner turns. They wave at each other. She goes indoors. Turner picks up a piece of bark, stands stiffly and walks towards the house. Mrs Booth comes out again. She nods to a PASSING WOMAN.Then, as Turner nears, she goes back into the house. Turner follows her.They are now both inside. She closes the front door.She takes Turner's hat off his head, and hangs it up. He shows her the bark.She takes the bark and puts it down. Then she helps him off with his coat.They go through to the kitchen, where Turner sits at the table. Mrs Booth pours him a drink.Turner looks at small daguerreotype portraits on the wall. The photographer, MAYALL, enters.Turner hesitates, then climbs a few steps to a raised platform.He proceeds to place Turner's neck into a steadying clamp.Mayall adjusts the brace.A mirror on a stand is beside Turner. Mayall adjusts it.Light from the mirror falls on Turner's face.He laughs and starts humming.Mayall opens the cap, revealing the lens.He takes a large drape from Cornelius.Mayall puts the drape over his head.He has taken off the drape, and has positioned himself behind the camera. Cornelius inserts the plate.Turner holds the pose.He takes off the lens cap, looks at his pocket watch, and for ten seconds hums the tune of the Chorus of Hebrew Slaves from Verdi's 'Nabucco'.He laughs.He adopts an exaggerated parody of his pose. They both laugh.They hold their poses. Mrs Booth is terrified.She gives a drink to Turner, who is standing nearby.They chink glasses and drink.He puts down his glass.Gillott takes out a wad of money, and holds up a banknote.Turner chuckles. Pause.She does so. Turner drinks his sherry.Downstairs in his new studio, Turner, with some difficulty, is trying to put a canvas on the easel. Upstairs, Mrs Booth continues to make the bed.She hears Turner shouting downstairs; then she hears him fall. She hurries out, and rushes down the stairs to find Turner lying on the studio floor, struggling with the canvas.She takes the canvas from Turner.Mrs Booth crouches by Turner.She helps him up.Mrs Booth adjusts the easel.Turner picks up the canvas.She storms out.He points his brush at her. Amused, she continues cleaning brushes.She laughs. Turner advances towards her.She laughs.Mrs Booth continues to giggle and laugh. Turner fondles her breasts, from behind her. They both laugh. He nestles his chin on her shoulder. Then his attention is caught by his painting, and he returns to it. Mrs Booth watches him, shakes her head and resumes cleaning his brushes.Alarmed, she gets up.She takes his hat.Turner searches his pocket.He searches in another pocket.She helps him off with his coat.He wanders off.Turner sits by the fire. He sighs.She brings him a drink. She takes the canvas from him and puts it down.She turns a chair towards him and sits down.He suddenly gasps, and appears to choke.She takes his drink and loosens his necktie. He struggles to breathe.She shakes the cat off the coat. The cat has soiled it.She feels something in the pocket. She takes it out. It's an envelope, out of which she slides a letter. Then she looks at the envelope more closely. It is addressed to Turner at his Chelsea address. She ponders this for a while.She goes downstairs.Dr Price takes his pulse.He examines Turner's eyes.Turner sighs. Dr Price sits on the bed. Pause. The doctor sighs again.Turner chuckles. Then his smile fades.She gives him his hat.Dr Price puts on his hat and walks off. Mrs Booth surveys the scene, then goes in. As Dr Price moves away, he passes two women, one of whom has her face largely covered by a cloth. We soon see that this is Hannah. She is with a YOUNGER WOMAN COMPANION. Outside the house next door to Turner's, the neighbour (the seller of drinks) and ANOTHER WOMAN watch Hannah and her friend as they pass. Arriving at Turner's and Mrs Booth's house, they stop. Hannah has the envelope with her.She looks up at the house for a moment. Then she turns away.She moves away from the house, past the two Neighbours.She starts to leave.She follows Hannah.The two women exchange looks.Turner pushes her off.She comforts him again.Turner throws back the covers.Turner gets out of bed and joins her at the window.Turner picks up a sketch book which is beside her.He leaves the room.He proceeds down the stairs.She follows him.Turner mutters.She helps him back towards the house. Neighbours have gathered round. They watch him go.Mrs Booth smiles warmly at him.He laughs... And then he dies. Dr Price gets up, and checks Turner's pulse. Mrs Booth buries her head in Turner's arm. The doctor gently closes Turner's eyes. Silence. In the distance, the sound of a flock of geese. Long pause.SLOW FADE TO BLACKOUT. NOTE Hannah's skin disease (psoriasis), which is marginally evident in the early part of the film, gradually deteriorates over the years. By the end, it is palpably severe.

A busy London street in the mid-1820's. TURNER goes on his way, carrying his bags.

Oh, yes. I heard tell of that at Antwerp. Dreadful. Dirty linen.

WILLIAM TURNER SNR comes round the corner of a busy street, carrying a large shopping basket. He enters a shop. Shelves of art supplies, notably large jars of brightly coloured pigments. The COLOURMAN stands behind the counter.

Blue ultramarine is coming from far, far away. Afghanistan. What else do you need?

A bustling market. TURNER SNR passes by the stalls, inspecting the wares as he goes.

He enters a butcher's shop. The butcher selects a pig's head for him.

Turner's house. In the kitchen. Hannah pounds some ingredients with a mortar. Turner Snr puts down his basket. The pig's head is visible.

I thought you was exploded. I've been down on my knees and praying you was safe.

Well, you've been chafing your old pedestals for naught, Daddy. I was a hundred miles distant.

Yes, took a few brave soldiers with it an' all. I was vexed to learn you've been entertaining concerns, old Dadda.

No, Dieppe. Night coach from Brighton proved to be an heinous travail.

It was stuffed full of yacking and cackling females. Pox-ridden harridan as broad in the beam as the old Victory at Trafalgar.

Exceeding refreshing, old Daddy. Amsterdam: had a gander at the Rembrandt; Militia Company, Antwerp Cathedral; Rubens, the triptych;

Thank you, Hannah. You sly girl. Did you find tolerable diggings?

Stinking fleapit at Dieppe, then moved to the harbour. Westerly aspect, fine sunset. Oh, Daddy, I'm in need of an eight by six.

I've been over to Grande's. Ultramarine's gone up to a guinea a bladder.

Well, be that as it may, Daddy. Presently I'm gonna throw myself into the arms of Morpheus.

Turner's house. Turner Snr bears a very large canvas through the hall, and into the studio.

In the kitchen, Hannah watches as Turner Snr shaves the pig's head.

Turner Snr carries a jug of hot water up the stairs and enters Turner's bedroom.

Turner is asleep on his bed, fully clothed. His father pinches his toe. He wakes up. Church bells chime in the distance.

Well, his age, living alone. Here's the thing. He wants to arrange a family gathering.

Father and son are eating at the kitchen table. Hannah sits nearby, watching them. The cooked pig's head sits on a large plate.

A darkened room in Turner's house, hardly lit - only a couple of candles. Turner Snr shows three middle-aged people into the room, and ELEGANT LADY and GENTLEMAN, and a long-haired, bespectacled ARTISTIC-LOOKING MAN.

Be so kind as to enter the vestibule. The darkness is to a purpose. I shall return, by and by.

Turner is in his studio, painting at an easel. He stops, and goes to the wall; he opens a very small door, about the size of a small book, and looks through a tiny peep-hole into the gallery. Turner Snr smiles slyly at him as the potential customers inspect the goods.

His father is relaxing in the drawing room, reading his newspaper and smoking his pipe. There is a loud knock on the front door. He looks up.

On her way to the front door, Hannah closes the door of Turner's studio.

In the drawing room Turner Snr listens to the following, which we only hear. So does Turner in his studio. He is not pleased.

'Twas ever thus. You've always been preoccupied. You're too preoccupied for your own good, sir.

And we have had nothing from you, sir. Evelina, Georgiana, come and greet your father.

Your only surviving grandchild. Georgiana, cease your dithering!

May I suggest, Mrs. D, with the utmost respect, that you withdraw to the drawing room?

And will you be gracing us with your presence in the withdrawing room, sir?

I sincerely hope you will. And, pray, do not keep us waiting. We have our own lives to lead. Come along, daughters.

In the drawing room. Evelina has sat down, holding the baby. Sarah and Georgiana stand by the sofa. Hannah hovers. Turner Snr enters.

No, neice. I've been to collect my pension at Leicester Fields, it being the first of the month.

Do not forget your other daughter, sir, whom you have deigned to neglect these past two years. Sit down, Georgiana.

And music. She is having an education. Reading, writing, arithmetic and geography with the globe.

Straightened circumstances, sir. But we manage to keep body and soul together, no thanks to your ungrateful son.

How dare you take your leave of me, Billy Turner! You insult me, as you have always insulted me! Billy!

A street. Turner gets into a two-horse coach. A coachman holds the door open for him, then closes it, and clambers up onto the back of the coach. There are two coachmen at the front. One of them is driving. The coach leaves.

Now the coach wends its way through the beautiful English countryside.

Later. Sunset. Across an expansive meadow towards the house comes an elderly gentleman with his dogs. This is LORD EGREMONT, and the house is Petworth. Turner watches him from the steps. Lord Egremont arrives, the dogs disperse, and the two men walk through a couple of rooms. A piano is being played somewhere nearby.

Felicitations of the evening to you, Your Lordship. You faring well?

Bit breathless. Been up to the farm. Watch the sunset. Say goodnight to the milkmaids.

Indeed. We had a ploughing competition last spring between teams of horses and teams of oxen.

With the added benefit, when it comes to the end of its natural working life, it makes a very succulent dish.

Mr. Turner. Are we not blessed by the heavens to witness so glorious a crepuscular time of day......?

I think we have successfully achieved the correct effect, William.

Bearing up, Your Lordship. Very gracious of you to inquire. We thought we'd lost him this last winter, a very harsh one. He came through. He's a hardy old cove.

Elsewhere in the house, two slightly hysterical YOUNG LADIES rush up a staircase, stopping at the top by a doorway. They giggle at something going on in the room, which they then enter. Watched by a stout, MIDDLE-AGED LADY sitting near him, Turner is painting at an easel. The young women join them.

Mr. Turner: I have often pondered: might there be a distinction between the way you paint a sunrise as opposed to a sunset?

There is indeed, Lady Stuckley. 'Cause one is going up, whilst the other is going ...

Whilst you Goddesses are languishing in the Kingdom of Hypnos, I am up before the lark to witness Helios popping his head above the parapet, with the only benefit that the sunrise is not afflicted... with diminishing light.

Still at Petworth. Turner leads a bespectacled man into a room, where a third man is looking at a painting. The men are HAYDON, a painter, and CAREW, a sculptor. Carew speaks with an Irish accent. The painting is "Saint Sebastian comforted by an Angel" by Gerard Seghers. Turner slaps Carew on the back.

'Twas not how the poor soul perished. He was brought back to full health by a good Samaritan. Then the heathens cudgelled him to death and deposited him in a sewer.

What a curious fate is mine. Last month in the King's Bench Prison in the company of debtors.

Rejoice, Haydon. You find yourself in a veritable bacchanalia. His Lordship keeps a very fine wine cellar. Be sanguine. Fill your boots!

My landlord, he's a good man, a patient man, but he will not wait forever. I need to pay the wine merchant, my colourman ...

I'm not unsympathetic to your impecunity, Haydon. Therefore I can advance you fifty pounds.

Turner, if one hundred pounds will not spare me from this predicament, what in Jesu's name can fifty pounds do?

Turner. My word is my bond. I may not yet be an Academician, but I am a gentleman. I have a painting presently with the King at Windsor. I'm assured he will buy it from me for five hundred guineas or more. Furthermore, I have another fine painting in mind, a companion piece, which he is most certain to purchase in addition.

Five pounds? Fifty pounds is not sufficient. Five pounds is tantamount to an insult.

Sir, I beseech you, brook your ire. If you attend my residence at London, I will loan you fifty pounds.

I am gratified. I humbly accept the fifty pounds. Might I find you at the same address? I may swim.

A tormented soul, for sure. I sympathise, but he attributes all of his failures to anything other than his own behaviour.

His complaint with life is as absurd as that of a spoke in a wheel railing against the motion that it must of necessity partake.

I concur. He suffers the fate of Tantalus. He reaches for the fruit, the branch moves. When he stoops to drink, the water goes down.

If only he would consider the wishes of his public rather than pursuing his own peculiar convictions. It would be his salvation.

And yet, my dear Beechey, as his personal troubles increase, so the quality of his painting suffers.

Alas, the Academy does not have need of Haydon so much as Haydon has need of the Academy.

Exterior. Petworth House. A moonlit night. Bright lights in the house. Two men stroll along the terrace. A piano is playing inside.

In the large candle-lit room, a concert is being given to a large, enthusiastic audience. Turner is sketching.

The first of the two young ladies we saw earlier is singing a song by Rossini (in English). She is accompanied by Miss Coggins.

Lord Egremont enters. Everybody stands, including Turner, but he beckons them all to sit. The songs ends, to much applause.

The Second Young Lady enters the room, and rushes over to her friend. They giggle together.

With Your Lordship's permission, ladies and gentlemen, our next offering, we hope, is of a somewhat more playful nature.

I'm a poor simple girl So excuse me, sir, pray. I am just one and twenty the first of next May. I never do harm, but I tend to my farm. I'm up early and late, and though humble my state. I don't envy my betters but bear 'em good will. And I'm called Pretty Kitty - Pretty Kitty, Pretty Kitty, The maid of the mill. I have lovers in plenty Come hither to woo. If they will be so teasing, pray what can I do? I'm good-tempered and kind and a youth to my mind Who is open and free would be happy with me - But they all are so stupid that none of them will Pop the question to Kitty - Pretty Kitty - The maid of the mill.

On a steamer at sea. Turner, his bag on his shoulder, picks his way through the passengers. A FIDDLER plays a nautical tune. Turner goes up some stairs to the upper deck. He stands by an UNHAPPY YOUNG COUPLE. The youth is trying to coax his grumpy partner. She is having none of it, and leaves. The embarrassed young man tips his hat at Turner, and follows her. Turner watches as the Fiddler concludes. Applause. The Fiddler bows.

Now Turner is at a busy seaside town, on the seafront. Passing fish and vegetable vendors, and many folk out strolling or chatting, he stops by a small house, and inspects it. He reads a card in the window. An ELDERLY MAN is sitting on a stool, smoking his pipe.

I do thank you, sir. You're looking at the finest view in Margate. They do say this town be the first place in England the sun do reach of a morning.

Now, all my linen is freshly aired, clean and sweet-smelling, and I can lay a fire for you should you require. Now, sir, my terms is one guinea for the week with no meals or full board for an extra fifteen and sixpence. And I'm afraid I do have to ask for a small deposit and a reference.

I do thank ye, sir. Well, I should introduce myself. My name is Mrs. Booth. And you, sir?

Mr. Mallard. Well, I do hope you'll be most comfortable here, Mr. Mallard. Now, is there anything else I can provide for you?

A few minutes later, she climbs the stairs, holding a bowl. Turner is in the bedroom. She knocks on the door.

Found you a small bowl, sir. I hope this do suit your requirements.

Good. Oh, dear. Do be coming along blowing now. Well, I shall serve your supper downstairs in the parlour at six of the clock. And if you ever feel the need of a bit of company, you'd be more than welcome to join Mr. Booth and I in our kitchen.

Later. Turner sits at the table by the window in Mrs Booth's parlour, looking out to sea. He is eating his supper. Mrs Booth enters with a jug.

Later. Dusk. In Mr and Mrs Booth's kitchen. Turner sits at the table, Mr Booth by the fireplace. Mrs Booth brings in two glasses of sherry, and gives one to Turner.

There, Mr. Mallard. This'll warm you up. No, no, sit yourself down. I can squeeze around here, just about, these days. So, you had a good walk, then?

He did used to enjoy a tipple, though that were long before I knew him.

Carpenter? Noble craft. What did you ply? Whalers? Spicers? Traders?

Africa, Zanzibar, the Indies. Such terrible sufferings I did see. Treated like animals, they was. Worse than.

Humans can be dreadful cruel. I watch them boys down there in the sands whipping them poor donkeys. Mind you, you're better off being a donkey than them wretched souls on the slave ships. So, are you familiar with Margate, Mr. Mallard?

In Turner's drawing room. Mrs Somerville is sitting with Turner Snr.

Oh, yes, indeed. All the way from Chelsea. I took the steamer to Westminster; about an hour.

Not at all. I have enjoyed a most pleasant interlude with your father.

Oh, yes, he's much engaged in administering to the poor veterans. Well, now, it's a beautiful sunny day. Just perfect for our experiment. I have everything I need here in my wee bag.

I'm astounded you have all your paraphernalia contained in yon small pouch.

Indeed it is, Mr. Turner. Everything except God's good sunlight.

The planets and the stars. The oceans and the tides. The clouds and the air. Mountains, volcanoes.

Quite so. The mysterious force of gravity. It is my strong belief that all things on this earth are connected. Nothing exists in isolation.

Daddy likes to affect the pretence of being a dunce. He is in fact a man of high intellect. He taught me to read and write.

It is indeed most important for everyone. I myself am presently engaged in the tutoring of my children.

Which is a privilege that was not afforded to me. I am an uneducated, self-taught Scotch woman.

Sat in the corner of the shop scratching away with the chalk and charcoal.

A little later in Turner's studio. Turner and his father are assisting Mrs Somerville as she organises her experiment. Hannah looks on.

No, no tacks, Mr. Turner. The metal could contaminate the experiment. A wee nub of wax. Paper.

I shall cover the bottom half of the needle so that it is not exposed.

Daddy, I wager that is the first time you've witnessed a hammer being produced from a lady's reticule.

Mrs Somerville, what is the element contained within the violet light such as magnetises the material?

Indeed. Now, let us allow nature to take its course. Although we will have to adjust the position of the easel from time to time.

Moments later. The Turners show Mrs Somerville into their gallery.

Oh, my. These are breathtaking, are they not? My dear late father would have much appreciated them.

I don't think we can quite use that term in the presence of Mr. Turner.

Rock crushing a house in Switzerland. Calais sands, women digging for bait. I don't care for that much.

Back in the studio, Hannah watches from a distance as Mrs Somerville, with the aid of the needle floating in a bowl of water, demonstrates her experiment to the Turners.

There. Shall I make it do a wee dance? So, the end of the needle that was exposed to the violet light has produced a magnetic north pole.

Exactly so. Whereas, Mr. Turner, had I done the same experiment using the red end of the spectrum, this needle would not have been magnetised. I have from time to time, attempted it with the green and the blue, and it has succeeded on occasion, but not consistently.

You are a man of great vision, Mr. Turner. The universe is chaotic and you make us see it. In natural philosophy nothing can ever be proved, only disproved.

The purity of your prism, the contamination of my palette. Natural light, blackness. White is the power of good, black is the devil.

At the Royal Academy. The lecture theatre. Turner addresses a full house. Mostly men, a few women. Turner Snr sits on the front row, next to an ELDERLY MAN with an ear trumpet.

Transparent bodies depend so much upon what is opposed to them, having no colour, that they take every on e offered. Water often possesses colour, but colour is not imparted to its reflections or refractions, like a coloured glass when everything seen is vitiated by that colour. Even the purest mirror gives a tone to the sky, and as the colour is increased, it destroys all the colour of nature by its ... by its own dullness, while water often seems to challenge the sky for ... brightness, and ... when possessing colour,

In short, their effects are like their qualities. One repels the immediate ray,

...the other absorbs it. The one transparent while the mirror is opaque. How can they appear the same?

Turner is painting in his studio. Through the wind ow, he can see his father outside in the yard, chopping wood. Hannah takes a chamber pot to the outside lavatory. The old man stops his labours. He is obviously unwell. Turner looks concerned.

Later, Turner Snr is mulling (grinding) yellow paint. Turner is at work on the same canvas as in the previous scene.

Turner's house. In his workshop, Turner Snr is stretching a canvas. He is coughing badly. This gets worse; he stops working, and staggers out of the room.

Turner enters his house, and, without having taken off his hat and coat, he rushes upstairs to his father's bedroom. Comforted by Hannah, the old man is sitting on the side of the bed, inhaling steam from a bowl.

Later. Turner Snr is lying in bed. He is rambling. Turner sits by him. Hannah hovers in the doorway.

No, indeed not, sir. I shall. I shall tell her. I will tell her. I ought to have told her afore. Years ago.

Afore they took her away. Eastertide, the good Lord took her from us. We did not do right by her. Poor woman.

She was a lunatic. We didn't have no choice, Daddy. She made our life a living hell.

She was your mother, curse her! Show her due respect, boy. The bitch.

In small boat by a river bank. Turner is fishing with a rod and line. He sits still, sad and reflective.

Some rough outdoor corner of London. Turner strides past men and women of all ages and classes, mostly sitting. They look as though they are waiting for something.

Turner ascends a rickety wooden staircase, passing a couple of men.

He enters a brothel. The BROTHEL KEEPER, a middle-aged woman, is sitting on a sofa. A YOUNG WOMAN sits in the corner.

Champagne? No mind, sir. I regret all my lovely girls are occupied. But we do have young Eliza here, who I do not believe you've had the pleasure of previous. She has a pleasing countenance, when she smiles.

In a corridor they pass a fully-clad man and two half-dressed women.

Then in her room the Prostitute stands with one foot on the bed. She is wearing a red stocking.

Turner puts his bag down. The Prostitute shows him her bare bottom.

Part your legs. Crook your knee. Right arm as thus. Hand upon the head. No. As in despair.

Hannah is in her bedroom, sitting by the window. She reads a book with a magnifying glass.

In the drawing room. Hannah returns her book to a glass- fronted bookcase, and chooses another book. Turner joins her. Then he takes her from behind, the two of them standing up, fully-clothed, pushing against the bookcase. It is over quickly. He leaves. Her face shows pain and joy.

Silhouetted against the sky, Turner strides along a cliff top. In the distance a tiny ancient chapel perches on a hill- top. A pack of wild horses emerge from nowhere and follow Turner as he descends over the cliff top.

Now, as the sun sets over the sea, Turner sits on a hillside, drawing the view.

And on yet another cliff top, Turner watches the sky. A flock of birds fly by.

Turner makes his way past the bustling marketeers and townsfolk. He arrives at Mrs Booth's house and knocks at the door. After a few moments, she answers. She is dressed in black.

Oh, Mr. Mallard. Of course. Well, you be lucky. The room is free.

A little later. In her parlour, Mrs Booth is putting out a pot of tea as Turner is coming down the stairs. He has taken off his jacket. He comes into the room.

Good. Well, you sit there and make yourself comfy. I expect you'll be tired after your journey. Now, I have not poured your tea for it is fresh in the pot.

Now, that I do remember, Mr. Mallard. And will you take a biscuit?

My sympathies, commiserations, for the loss of your dear departed man.

Well, he were a dear man. 'Tis twice in my life now I have found myself a widow. My first husband were taken from me when I was but a young woman.

Aye. He did save many a life but in the end he could not save his own. We never did find him, poor soul. My boy were eight year old when he did lose his father.

Back in London, Turner enters busily through his front door, goes straight into his studio and proceeds to get on with things. Hannah comes in.

He put 'em downstairs for me. Two six by fours, three four by threes.

His bag on his shoulder, Turner ascends a grand staircase, and enters a large hall, the walls of which are covered with paintings. Men, mostly in hats and coats, are standing or sitting or up ladders, adding the finishing touches to their paintings. This is Varnishing Day at the Royal Academy.

Turner enters, and joins THREE SENIOR MEN, who are standing in the middle of the room.

They hang us where they will, Pickers. Take a guzzle of brown sherry.

Little maid, in a gamboge gown, left foot instep, touch of highlight.

A few minutes later, in the main gallery. The Academicians stand about, chatting quietly. Constable, sitting on a stool, continues to apply red paint to his canvas.

Armed with a paintbrush, Turner walks briskly up to his own grey picture, puts a bold, red, blob right in the middle, and leaves.

The Academicians gather round the painting. Constable gets up, astonished.

The man's impossible. I mean why would he go and destroy a perfectly good painting?

He's got a damn fine picture here and he's made a damn mockery of it.

It needs no explanation, sir. 'Tis our Redeemer's conveyance into Jerusalem, plain as day.

You have been most kind. Most kind in your placement. You have finished me. You might as well have taken my painting and put it in the outhouse. Better yet, taken it out of this building and thrown it in the Fleet.

This is treachery. This is treachery! And do not talk to me of Turner's work.

Please, please, please, please lower your voice, Mr. Haydon. Just...

His... his pictures look as if they were painted by somebody born without hands!

What principles have you applied other than those that I gave...

I have no respect for you. I certainly do not acknowledge your presidency. It should have been... It should have been Wilkie.

Mr. Haydon, I will not have personal attacks like this on the Academy floor.

This would be one of the many reasons why you were never accepted here, Mr. Haydon.

This man... This man has spent a quarter of a century doing everything in his power to malign me.

Yes, do it! Do it! Remove me from your nest of portrait painters!

Haydon, can I point out that I too hang in the inferior chamber?

Mr. Haydon, sir: with deep regret I must inform you that I am on my way to the porters unless you feel free to leave of your own volition.

A little later, in the ante-room. Watched by a large group of amused and enthralled Academicians, Turner works further on his painting, 'Staffa', vigorously stabbing the canvas with his brush, wiping it with a cloth, spitting at the painting, and blowing brown powder at it.

In a rocky, mountainous landscape, Turner walks and climbs, and stops to survey the scene.

At Margate, Turner wends his way through the busy vendors and passers by on the seafront. He arrives at Mrs Booth's house, where she is cleaning her windows. He makes her jump with surprise. They exchange greetings, and enter the house.

In Mrs Booth's parlour, Turner is seated on the sofa, Mrs Booth by the window. They are drinking sherry.

Hmm. 'Tis nice to have a bit of company for a change. So you had a good walk, then? Weren't too chippy up there by Reculver?

Can do, this time of year. In summertime, though, 'tis a lovely calm spot for a picnic up there by the Two Sisters. But in wintertime, I have known the whole of Marine Terrace, down here, without a pane of glass left in the entire place. Oh, the glaziers do get rich.

When Mr. Booth and I moved in here, we had the whole place polished up, spick and span, ready for our first visitors, and the wind did blow and the sea come up. We had broken glass everywhere. It were terrible.

From the tip of your nose to the bridge, to the curve of your brow, you put me in mind of a Greek sculpture I'm familiar with, of Aphrodite, goddess of love.

No... No one's ever said that about my nose before. This old snout.

Truth to tell, my eyes aren't so good these days, so when I do look in the looking-glass I be glad I cannot see so well.

Now, you be fishing for compliments, and my old Ma used to say, them that fish for compliments don't get none. Besides, 'tis what's within a person that do matter. I do not know you, Mr. Mallard, and I'm sure there be things about you that are beyond my understanding. But I believe you to be a man of great spirit and fine feeling.

Later. Holding a lantern, Mrs Booth climbs the stairs. She carries Turner's boots.

Good night, Mr. Mallard, sir. I've cleaned your boots for'ee. They're by the door here.

Next morning. Turner leaves Mrs Booth's house. As he walks along the seafront, the sun rises over the bay.

Dusk. On a ship in the pouring rain. A MARINER is tying Turner to the mast with a long rope.

If I may be so bold as to say, mate, as I see it, you're a loose cannon rolling round the deck!

Mrs. Booth's parlour. Turner is sprawled on the sofa. a DOCTOR is listening to Turner's chest, as he inhales and wheezes.

Cover yourself up. Good man. Well, Mr. Mallard is suffering from bronchitis.

To be administered in this case by the fourth B, the admirable Mrs. Booth.

Thank you. Now, Mrs. Booth, if you would be so good as to come up to the house after four, I shall have the balsam prepared.

Good day, Mr. Mallard. Rest the body, sir, and the soul shall find solace.

In his studio, Turner is painting "Snow Storm - Steam-Boat off a Harbour's Mouth".

Now he enters his gallery. A middle-aged man and a young man are looking at a painting - "Slavers throwing overboard the Dead and Dying - Typhoon coming on". They are JOHN RUSKIN and his FATHER.

Ah, Mr. Turner. My father and I are marvelling at this glorious work. Er, might I be correct in remembering that we had the good fortune of viewing it at the Academy last summer?

Well, I must say, it is no less impressive on its second viewing... Perhaps, even more so. Is it not, Father?

Indeed so. I recall it provoked much heated and stimulating discussion long after our viewing.

Typhus epidemic amongst the cargo - slaves. Die on board - no insurance. Sling 'em in the drink - drowned dead - cash.

I am struck by the column of bright white placed precisely off centre here, applied over the darkened background impasto contrasting with the scarlet and ochre hues in the upper left corner, which in turn contrasts with the presence of God, revealing to us that hope exists even in the most turbulent and illimitable of deaths.

Hannah has sat down. During the above speech, she yawns and scratches herself.

Would it not sit splendidly above the fireplace in the library, Father?

You're just... You're just knocking 'em up and down. Scrape 'em out. No, look... Now you've just knocked it over there.

Margate. Turner sketches boats outside Mrs Booth's house. She arrives with a shopping basket and joins him for a few moments.

Mrs Booth is sweeping her front doorway. Turner comes down the stairs. They both look out at the view.

Turner is in bed in Mrs Booth's house. Dr Price is unbuttoning Turner's shirt, watched by Mrs Booth, who is standing at the end of the bed.

Dr. Price, Mrs. Booth has summoned you here under false pretences.

I suggest that you are Mr. Turner, the illustrious painter, and I am greatly honoured to make your acquaintance.

My apologies to you both, but rest assured that my discretion can be relied upon.

Now, allow me to examine your eyes. The eyes of a master. Open wide.

Hmm-mm. Look up. Hmm. Mr. Turner, you are suffering from a disorder of the heart. There is no immediate cause for concern, Mrs. Booth, but he will have to be careful.

Live moderately sir, and you shall enjoy a long and fruitful life. Exert yourself unduly and you will go to an early grave.

In Turner's house, Sarah Danby and Evelina stand in the drawing room. They are dressed in black. Hannah stands with them. Enter Turner. He joins them, hands clasped behind his back. They all remain standing. Pause.

A steamer glides through the sea. Turner stands at the stern, surveying the view.

'Tis too much of a strain for you these days, trawling back and forth on that old steamer every time you wants to see me. And even when they finish building that new railway, we none of us do know what lies ahead. I have bethought me of a plan, and here's what we must do. If you will find a little house for us, somewhere by your beloved River Thames, but not too far from London Town, with good solid wooden floors, nice bright light for you to work by... then I will buy the lease. I can sell this house. I think we would be happy. The two of us.

Sunset on the River Thames. The HMS Temeraire is being towed by a steam tug.

Turner, Stanfield and Roberts are in a small boat, being rowed by two men. The artists are swigging beer from stone bottles.

If not for her, the 'Victory' might never again have seen our shores.

Now she's destined to be reduced to five thousand tables and chairs.

Gentlemen, a toast. Raise your pot of grog. To the fine, fighting 'Temeraire'!

No, Rabbie. The past is the past. We're observing the future. Smoke. Iron. Steam.....

Oh, is that so, Stanny? I shall cogitate upon it... Thank you. Yeh, yeh...

In his studio, Turner is working on 'The Fighting Temeraire'. Hannah enters.

A few minutes later. Turner enters his drawing room, where Haydon is waiting.

Mr. Haydon. To what do I owe the honour of your presence this morning?

Edinburgh. Fair city. Only in London is my genius not appreciated. Consider this as a statement of intent.

I had rather not. I do not wish to prevail upon your time more than is necessary.

Indeed. Mr. Haydon, do you still find yourself in a position of impecuniousness?

Impecunity. Turner, that has been my constant state these thirty years.

You are most well-appointed here. I do not recall the last time we had as much coal in our scuttle as that. I fear we shall be burning our furniture this winter.

She does not. She has not recovered. I fear that she may never do so.

Paddington Old Churchyard. They remove the soil, extract the coffins, dig the hole deeper, then re-inter the coffins with another atop. Five times she has had to suffer that indignity.

It is pitiable, Turner. You have never had to endure the loss of a child.

A dying child, 'tis a potent subject for a painting, is it not? And what is your present endeavour, Turner?

A marine piece? Do not you tire of boats and the fiery firmament?

Sometimes I consider it might make a better course for me were I to set light to the house.

with my wife, my surviving children and myself within it. Then they would no longer be saddled with me.

Your pain is your own, sir. Do not inflict it upon your loved ones.

Er - no, sir. I do not come here a seeker after charity or pity.

Mr. Haydon, I am much preoccupied. Me damsel, be so kind as to escort the gentleman into the street. Good day to you, sir.

Turner and Jones arrive at a large, well-appointed house Turner raps on the door with his umbrella.

In the hall of the house, which is the home of the Ruskins, a FOOTMAN opens the door.

In the Ruskin's drawing room. Turner, Jones, Roberts, Stanfield, John Ruskin and his father and MOTHER are all sitting in a formal circle.

My good husband is of the opinion that the gooseberry prefers the colder climate, whereas I consider that all fruits benefit from the warmth.

My dear late mother always insisted that both the gooseberry and the rhubarb favour the colder climes of our victorious isles.

I do not doubt that the gooseberry for its preference may enjoy the warm. However, I am convinced that a cold start promotes the more vigorous specimen.

Are we not to take as empirical evidence our many expeditions to the warmer climes of the Mediterranean, where we do not exactly encounter an abundance of gooseberries?

Exactly so. I did not myself savour many gooseberries in Jerusalem.

And yet we do enjoy fine gooseberries in Scotland, do we not, Mr. Ruskin?

Surely regardless of how cold the start of the life of the gooseberry might be, it is almost certainly destined for a warm ending.

To which we have all borne witness in Mrs. Ruskin's excellent gooseberry pie.

May I propose as a topic for discussion the question as to the depiction of the seas and the oceans in pictorial art?

Now, I, I appreciate that I am honoured to be in the presence of two of our most distinguished marine painters, Mr. Turner and Mr. Stanfield. Not to forget er, Captain Jones and Mr. Roberts of course, whose, er, realisations are confined to mere naked terra firma, exemplary though they are.

Erm... My point being that, alas, I find myself harbouring a perhaps rather controversial opinion regarding the long deceased Claude.

I am afraid so, Captain Jones. I must confess that I find his rendering of the sea rather insipid, dull and uninspiring.

My point exactly, Mr. Turner, but that time is now long past. When I experience a modern masterpiece such as yours, I am struck by the clarity with which you have captured the moment. Take for example, your 'Slave Ship: Slavers Throwing Overboard the Dead and Dying - Typhoon Coming On', by which I have the good fortune to be greeted every morning on my way in to my meagre breakfast. The impact of the foaming brine incarnadine consuming those unfortunate Negro slaves never ceases to quicken the beat of my heart. Yet, when I gaze upon a work of Claude I find myself enduring nothing more than a mere collection of precise brushstrokes, which instil in me no sense of awe whatsoever, let alone the sea.

I sense an excess of modesty in Mr. Turner, and there is no need for such humility.

Mr. Ruskin, sir: to conjecture upon the matter of seascape painting is one thing, but to stand amongst the elements and to experience and to interpret what one sees, that is something quite other.

Claude painted from the land, looking at the sea becalmed by the harbour.

'Bless the Lord, oh my soul, who layeth the beams of his chambers in the waters and walketh upon the wings of the wind.'

Thank you, John. When my son was but a small boy, he was overheard to remark that 'waves of sea are indeed lovely to watch but they are always 'coming or gone, never in any taken shape to be seen for a second.'

I find myself marvelling at my own wealth of perception even at the early age of four.

To which do you find yourself the more partial, a steak and kidney pie or a veal and ham pie?

I must confess, Mr. Turner, that I find myself quite unable to answer your question with the precision that I would wish.

Somewhere in the countryside, a railway train races past a fascinated Turner, the engine belching its steam high into the sky.

In his studio, Turner is painting 'Rain, Steam and Speed - The Great Western Railway'. Hannah enters and gives him a glass of sherry. Then she examines the painting for a few moments. A little baffled, she looks at Turner, then leaves.

At the Royal Academy, at the foot of the grand staircase, Sir Martin Archer Shee, the President, bows to the young QUEEN

In another gallery somewhere, two middle-aged GENTLEMEN ART CRITICS are looking at Turner's work.

He has on former occasion chosen to paint with cream or chocolate, yolk of egg or currant jelly.

In a popular theatre, to the raucous delight of the audience, a music-hall sketch is being performed. A GROUP OF MEN AND WOMEN stand looking in the window of an art dealers. A BAKER'S BOY appears with a tray of jam tarts on his head.

While mostly blessed with good intent, we have our doubts. But who's this gent?

Ye common throng and hoi polloi, I am a rich and cultured boy. My wealth derives from tricking knaves, and selling coffee, tea and slaves. My house is full of things of beauty - paintings, sculpture and other booty. I like to drink and gourmandise. But what is this that greets my eyes?

'Tis Mr. Turner's latest piece, which, placed above your mantelpiece -

Oh, cease your costermonger sounds! I'll buy it. Here's a thousand pounds.

Though ignorant of art and taste, I'm filled with boundless glee, for what's good enough for Turner... is good enough for me!

At a dinner party somewhere. Turner is sitting at a large table, amongst many FELLOW DINERS. He is very drunk. A BUTLER fills his glass, but Turner gestures to him to fill it more. Then he eats a desert very sloppily.

Indistinct, overlapping snippets of conversation can be heard from unseen and half-seen ladies and gentlemen. Some characters we have met can be discerned - Captain Jones and John Ruskin in particular.

Early morning. Turner is asleep, fully clothed on his old bed in his house. Hannah enters and puts down and cup of tea beside him. Then she leans over him and looks at him. He snores and turns onto his back. She opens the curtains. Turner wakes up.

Outside Turner and Mrs Booth's new house in Chelsea. Lots of people pass to and fro. Some distance from the house, Turner sits sketching on a jetty. Mrs Booth comes out of the house with a broom. She calls to Turner.

A busy London street. A sign announces that the shop that Turner now enters is a Daguerreotype Institution. He examines the shop window, and enters.

At your service, Mr. Booth. Now, if you would be so kind as to make yourself comfortable...

Ah, precisely, sir. The camera. Now, if I may ask you to take a seat please, here...

I am simply shutting out the light, Mr. Booth. Ah, splendid, sir.

I am afraid that is a question we have yet to answer, sir. It is a mystery. Thank you, Cornelius.

Now, if I may ask you to focus your gaze here on the flowers and we are almost ready. Thank you, Cornelius.

Now, I will require your absolute stillness for the next ten seconds.

In the Chelsea house, Mrs Booth examines the now mounted daguerreotype portrait of Turner.

In Mayall's shop, Turner and Mrs Booth are sitting side by side, posing for the camera. Mrs Booth is petrified. Throughout the scene, we look only at Turner and Mrs Booth.

'Tis the camera. Mr. Mayall, may I beg your indulgence with a question?

I'm green-eyed with envy. The Niagara Falls is a natural phenomenon that I have long desired to witness.

Now, madam, sir, if I may ask you to fix your gaze here upon these beautiful flowers. Thank you, Cornelius.

The Niagara Falls. Soon painters will go about the world, with a box, like a tinker, instead of a portfolio under their arms.

In Turner's gallery, which is now very untidy. Strewn about the floor are buckets and bowls to catch drips. A large, wealthy-looking, middle-aged, WELL-DRESSED GENTLEMAN is inspecting paintings.

My wife is especially partial to your companion pieces that grace our drawing room.

Quite so. For all of your paintings, I will give you twenty thousand of these. One hundred thousand pounds. All your oils, your watercolours, your drawings, your sketchbooks, everything you've ever produced. One hundred thousand pounds. What do you say?

Turner, I am a man of wealth, a self-made man. Throughout the world, three quarters of everything that is written is written with a Gillott pen nib, one of my nibs. I enjoy my wealth. Two things delight me in my life: fashioning a nib from steel, and making money, and I like to spend my money on things that give me pleasure. And your pictures give me much pleasure. I want them, all of them.

Sir... with a modicum of regret and somewhat of a heavy heart, I'm sorry to say 'tis out of the question.

Nothing? Turner, I am offering you a price you will never see again.

I cannot, sir. I wish to see my work, displayed in one place, all together, viewed by the public - gratis.

I wish you good day, sir. Me damsel, would you kindly show the gentleman out?

In her Chelsea house, Mrs Booth is making the bed. She fluffs up the pillows.

In their Chelsea house, Turner and Mrs Booth are in Turner's studio. He is painting 'Norham Castle, Sunrise', whilst she is washing out his paintbrushes. Suddenly, Turner recites one of his own poems. He turns and performs it to Mrs Booth, pointing his brush at her.

Be still, my dear Molly, Dear Molly, be still. No more urge that soft sigh to thy will. It is anxious each wish to fulfil, But I prithee, dear Molly, be still.

A passport to bliss is thy will, Yet I prithee, dear Molly, be still

By thy eyes when half-closed with delight, Yet so languishing turn from the light. With my kisses I'll hide 'em, I will...... Yet prithee, dear Molly, be still.

By thy bosom so throbbing with truth Its short heavings to me speak reproof By the half-blushing mark on each hill Oh, my Molly, dear Molly, be still.

At the Royal Academy. Varnishing Day again, but many years later. Turner examines three Pre-Raphaelite paintings, which are hanging together.

They are 'The Woodman's Daughter' by John Everett Millais, 'Mariana', also by Millais, and 'Chaucer at the Court of Edward III', by Ford Maddox Brown.

Turner is highly amused by these offerings, and chortles until he coughs.

In Turner's London house, which has now become extremely cluttered and untidy. Turner enters the hall, muttering to himself. He takes off his coat, and throws it on a table. Then he goes into his studio and picks up a canvas. He returns to the hall, puts down the canvas, then takes another coat from the coat-stand, puts it on, along with his hat, and picks up the canvas and his umbrella.

A busy day - people, horses, hustle and bustle. Turner, carrying the canvas, approaches his house. A WOMAN NEXT DOOR is selling drinks to two boys from a stall. Turner arrives at his house. He hesitates for a moment.

Mrs Booth is in the kitchen, polishing the silver at the table. Turner enters with the canvas.

It's an engineering phenomenon. Crystal pane upon crystal pane, reaching up beyond the clouds.

Turner's house. Hannah arrives at the table on which Turner has thrown his coat. One of her cats is sitting on it.

Chelsea. Turner is in bed. He is very ill. Mrs Booth approaches with Dr Price.

Now, dear, here be good Doctor Price for ye. He has come all the way from Margate.

I did, and the truth is, I can never travel by train without recalling your miraculous painting.

My dear Turner, I am obliged to inform you that your condition is grave. Your days are numbered, and if you have affairs to attend to in this world you should do so now and prepare yourself for the next.

Dr Price, with the utmost respect, may I suggest you take yourself downstairs to Mrs. Booth, avail yourself of a large glass of sherry, come back up here and reassess your opinion.

I do my best. So, will you be taking the boat back from Chelsea Pier there?

There is an old gentleman lives next door with his good lady wife. They say he has the sickness. Are you a relative?

Turner is in bed. He is staring, feverish, hallucinating. Mrs Booth comforts him.

Another day. Mrs Booth is looking out of the bedroom window. Turner is in bed.

Outside, a young woman lies on the river bank. She is dead - drowned. A POLICEMAN scuttles about. ANOTHER POLICEMAN crouches by the corpse. Turner arrives on the jetty, whilst Mrs Booth tries to put his coat around his shoulders. He starts to sketch the body, but he is weak. He mutters to himself. Mrs Booth tries to pull him away. He tries to resist. He is in pain.

Turner is in bed, asleep. Mrs Booth sits at his bedside, looking towards the window. Dr Price sits on the other side of the bed.

Now, in silence, we see Turner sketching, silhouetted against an enormous setting sun.

Some time later. Mrs Booth is cleaning the window of her front door. She polishes vigorously for a while. Then she stops and reflects. Warm, tender memories, tinged with humour and sadness. She resumes her task.

And now, in Turner's old house, Hannah is ill and frail. She emerges from the gallery, muttering. Slowly, she shuffles into Turner's studio. She is weeping. A sad, lost soul.

FADE IN ON that most persistent summer SOUND : crickets in high grass - ree - ree - ree - ree . This in dark which slowly

It 's a plywood cross leaning aslant . Written on the crossarm in black paint which has faded : SMUCKY HE WAS OBEDIENT . The letters are faded . They are also straggling and ill - formed - the work of a child . MAIN TITLES BEGIN .

A child 's printing again , this time on a chunk of warped crating : BIFFER BIFFER A HELLUVA SNIFFER UNTIL HE DIED HE MADE US RICHER 1971 - 1974 . MAIN TITLES CONTINUE

I think all these shots are LAP DISSOLVES . All is silence but for the crickets and the wind stirring the grass . Around the markers themselves , the grass has been clipped short , and by some markers there are flowers in cheap vases . Crisco cans , Skippy peanut butter jars , etc. . These two markers : IN MEMORY OF MARTA OUR PET RABIT DYED MARCH 1 , 1965 -LRB- on a wide flat board -RRB- and GEN PATTON -LRB- OUR ! GOOD ! DOG ! -RRB- APRIL 1958 -LRB- another board -RRB- . MAIN TITLES CONTINUE

We ca n't read all of them ; some are too faded -LRB- or the `` gravestones '' themselves too degenerated -RRB- , but we can see now that this woodland clearing 's a rather eerie - and well - populated - animal graveyard . We can see : POLYNESIA , 1953 and HANNAH THE BEST DOG THAT EVER LIVED . HANNAH 'S tombstone is part of an old Chevrolet hood , painstakingly hammered flat . MAIN TITLES CONTINUE .

From here we can see most of the clearing , which is surrounded by forest pines . We can see that the graves - maybe 80 in all - are arranged in rough concentric circles . On the far side of this clearing is the end of a path which spills into this graveyard clearing . The end of the path is flanked by wooden poles which hold up a crude arch . We can see no writing on this side - the words on the arch face those arriving along the path . MAIN TITLES CONTINUE

MAIN TITLES CONCLUDE . Written on the arch in faded black paint is the work of some long - gone child : PET SEMATARY . THE CAMERA HOLDS ON THIS FOR A MOMENT OR TWO , THEN PANS SLOWLY DOWN to look through the arch . From this angle we are looking across to a deadfall - a tangle of weather - whitened old dead branches at the back of the graveyard . It 's maybe twenty - five feet from side to side and about nine feet high . At either end are thick tangles of underbrush that look impassible . AS MAIN TITLES CONCLUDE , THE CAMERA MOVES SLOWLY IN on the deadfall . And as it does , we realize that there is a horrible snarling face in those branches . Is this an accident ? Coincidence ? Our imagination ? Perhaps the audience will wonder . THE CAMERA HOLDS ON IT and then we BLACK . And a white title card : MOVING DAY .

SOUND of crickets : ree - ree - ree - ree . To the left of this house : a big empty field . Behind it : the woods . Before it : a wide two - lane road . The house is a pleasant two - story New England dwelling with a shed/garage attached . In front of it is a sign which reads QUINN REALTORS 292 HAMMOND STREET , BANGOR . A big SOLD strip , like a bumper sticker , has been plastered across it diagonally . GROWING SOUND : the rumble of a truck . A big , big truck . It belts between the CAMERA and the house - a tanker truck with a silver body and the word ORINCO written on the side in blue letters . Its short - stack is blowing quantities of dark brown smoke . Behind it comes a Ford wagon , which slows , signals , and turns into the driveway of the house we 've been looking at .

As LOUIS CREED brings it to a stop we get a good look at the license plate -LRB- Illinois -RRB- and a bumper sticker -LRB- HAVE YOU HUGGED YOUR M.D. TODAY ? -RRB- The ENGINE SOUND stops . For a moment or two we hear only the ree - ree - ree - ree of crickets . Then :

The two front doors and one back door open . LOUIS CREED , about 32 , gets out from the driver 's side . RACHEL CREED , his wife , gets out from the passenger side . From the rear door comes ELLIE CREED , a girl of 6 . They are staring , fascinated , at the house . They come together , the three of them , by the front of the wagon , still staring at the house . LOUIS is clearly nervous .RACHEL begins to smile . She turns to LOUIS and hugs him .She looks toward the side lawn and sees a tire on a rope hanging down from the bough of a tree .She goes running toward it . RACHEL gives LOUIS a tired smile .They kiss - gently at first , then more passionately . As he draws her more tightly against him , a baby - GAGE - begins to cry from the car . LOUIS and RACHEL break the clinch .This SOUND is joined by the unhappy yowling of a pent - up tomcat .They walk to the car , RACHEL going to one of the back seat doors , LOUIS to the rear of the wagon .

Anyone who can scream that loud is n't ready for intensive care just yet - looks like she just skinned her knee.

I do n't have the slightest idea. When I saw the house, this field was under four feet of snow.

I really do have a million questions about the area. but the thing I'm really curious about is how come this octogenarian Yankee is decorating the slumped remains of his pecs with the Boss.

And that someone cared enough about that animal to mark the spot.

My wife is not crazy about cemeteries of any kind. As you may have noticed.

Well, it's always better to take precautions - but I'm sure Church will be all right, honey.

Lovey. Church might be still alive when you're in a high school. and that's a very long time.

If it was up to me I'd let Church live to be a hundred. but I do n't make up the rules.

He ca n't help it, babe. Emily Post is going to be beyond him for a few years.

According to what Mr. Crandall says, the road's a lot more dangerous than the operation. Church will be just the same. Well - almost the same - and we wo n't have to worry about him getting turned into catburgers by one of those damn Orinco trucks.

Oh, you're welcome. Only if some - thing should go wrong while he's under the gas - it's a one - in - a - thousand shot, but it happens - you explain to her.

- nuts cut, yes. Thank you, Missy, for introducing that colorful phrase into my daughter's vocabulary.

Steve, get the ambulance over here right now. He's got to go to EMMC.

He's going. Steve, go call the motor - pool. Marcy, roll out the crash wagon.

Please, I want to wake up. Leave me alone. It's not my fault you died ; you were as good as dead when they brought you in -

For Ellie's birthday, yes. I did n't go because her old man thinks I'm a shit and the feeling is heartily re - ciprocated. they'll be back tomorrow night. Jud, what's this about?

That was a mistake. But Rachel. she does n't like to talk about death, or even think of it. Her younger sister died of spinal meningitis when Rachel was eight. Rachel was there when it happened. Alone. I guess you could say it made a complex.

Maybe when they call I'll just tell Ellie I have n't seen the damn cat around. You know?

Jud, this is crazy. It's going to be almost dark before we get back.

No, I'm okay. Will I really be able to dig him a grave? The soil looks thin.

Pax vobiscum, Church old buddy. You were a hell of a god cat. I doubt if you were worth all this aggravation, but you were a hell of a good cat.

Happy birthday to you/Happy birthday to you/Happy birthday, dear Ellie/Happy birthday to you!

I said that's too bad. What did you get for presents from Gramma and Grampa?

Well. I guess he's just fine, Ellie. I have n't seen him this evening, but -

I tried to tell myself I buried him alive. You know - Edgar Allan Poe meets Felix the Cat. But.

No. I'm a doctor. I know death when I see it, and Church was dead. He smells horrible and he uses his claws, but he's alive. and I feel like I'm going crazy. It was that place, was n't it?

How did your mother take it, Jud? How did she take it when your dog came back from the dead?

A little upset is all she was? Because I'll tell you, Jud, my brains feel a little like a nuclear reactor on the edge of a meltdown.

Yes. I guess so. He was sleeping on the front porch when I left.

My father used to have a saying, Jud - `` God sees the truth, but waits.''

Well, I think Michael McDowell is so full of shit he probably squeaks when he walks, my dear.

I do n't know, honey. Different people believe all sorts of different things happen to us when we die. Some believe in heaven or hell. Some think we're born again as little children -

Well, it's actually reincarnation, but you get the idea. And some people think we just wink out. like a candle flame when the wind blows hard.

I think we go on. I'm not sure what happens after we die, but yeah - I have faith in that.

I'll tell you what faith is - it's the evidence of the heart ; the assurance of things not seen.

Well, here we are, sitting in my chair. Do you think my chair will be here tomorrow?

Then you have faith in that. But we do n't know it will be ; after all, some crazed chair - burglar might break in while we're away and steal it, right?

But we plan on that chair. We believe in that chair. And I plan on going on somehow as Louis Creed, after I die. I believe I will.

Yes ma'am. Just like I have faith that it is now time for Ellen Creed to get ready for bed. So buzz.

I thought maybe you did. I know you do n't approve of the subject being raised -

No. squatting out there at the Holiday Inn like a couple of vultures. He really thinks Rachel's going to go back with them. Her and Ellie.

Jud, I buried my son today and I'm very tired. I wonder if we could just -

I told you last night - this can be the start of patching things up with your folks. If something good does n't come of Gage's death, I think I'll go crazy.

I'll be there in three days - four at the most. I've got to get the electricity shut off and square things with your school so the truant officer ai n't after you, and -

Everything's going to be all right, Ellie. Now go on - get aboard.

I'll tell you where the ground is sour - the ground in my heart is sour. Let me tell you something else, Vic - baby : Wrong is wrong.

Do n't talk like an asshole even if you are just a bit of underdone potato or a blot of mustard.

He was my son! He was n't even two and he was run down in the fucking road and he was almost in pieces, and if you do n't think I'm going to try.

If it does n't work - if he comes back like Timmy Baterman - I'll put him to sleep. But I'm going to try.

It was the Wendigo. Dear God, I think the Wendigo just passed within sixty feet of me.

What you buy is what you own, and sooner or later what you own comes home to you. Was n't that what you said, Jud? Was n't that pretty much it?

Eat all you can. all you want. that's right. today's Thanksgiving day for cats, but only if they came back from the dead.

I'm going to set things back in order. I. I know just what to do.

I'm Rachel. Thanks again for saving the wandering minstrel boy, here.

Excuse me, Mr. Crandall - I've got to change this kid. It's nice to meet you.

You're not really going over to have a beer with that old guy, are you?

- and you'll end up doing a free consultation on his arthritis or urinary problems and -

It says Pet Cemetery, hon. It's misspelled, but. that's what it says.

How can you call it a good thing? A graveyard for pets killed in the road! Built and maintained by broken - hearted children!

It was that place. That creepy cemetery up in the woods. Whatever disease the kids in this town have got, I do n't want Ellie to catch it.

Do you think I did n't hear her tonight, crying as if her heart would break? Here she is thinking Church is going to die.

That is hardly the point! Church is not going to die today, or tomorrow - Never mind. I can see you do n't have the slightest idea what I'm talking about.

You'll be fine, Ellie. Now you can be excused. Go and wash your face.

Do n't shilly - shally, Louis. Give the little girl her promise.

Thank God. I was a little worried there. Have a great first day at school, doc. No broken bones.

Do n't shilly - shally, Louis. Promise me. Promise me. Promise me.

Yes - you have to take them to someone who grooms animals, though. I think it's pretty expensive.

Sometimes you're so good with her, Louis - so straight with her - that you make me ashamed of myself.

I'm sorry I could n't go with you to Missy's funeral. And that I blew up when we went to that silly animal graveyard.

Not by me, it is n't. I know how badly I acted, how unfair I was. It's just that I. you know.

There are no ghosts, Ellie. I want you to go to sleep and forget all this nonsense.

No. we're going to be here awhile, and he wanted a few days to wind up our affairs there. I just wondered if he was with you.

Jud, do you remember the name of the student that died on Louis's first day at work? The one that was hit by a car?

I have to go. The connections are tight, and I have to be at O'Hare in forty minutes. Will you drive me, daddy?

I've got three planes to catch and I got the last seats on two of them. It's like God saved them for me.

I'm Ellen Creed and I live at 642 Alden Lane, Dearborn, Michigan.

Mommy! This is a place where dead animals talk! Mr. Crandall said so!

Daddy, that Pet Sematary is there because of the road, is n't it?

That's what I think. I heard Missy Dandridge tell Mom when Church was fixed he would n't cross the road so much.

No he wo n't! Not in the end! He wo n't be all right in the end no matter how you fix ` im!

It does n't seem long to me. It seems short. I think the whole thing about pets dying s - s - sucks!

Well who does? God, I suppose. But he's not God's cat! He's my cat! Let God get His own, if He wants one! Not mine! Not mine! Not -

I'm scared. What if school here is n't like in Chicago! I'm scared and I want to go h - h - home!

Fine. except when Mom was airing Gage's diaper rash, he walked away and got into Grampa's study and pooped in Grampa's favorite chair.

Well, make sure you put him down cellar before you go to bed so he ca n't run out in the road and get greased. And kiss him goodnight for me.

Cause I had a bad dream about him. I dreamed he got hit by a car and you and Mr. Crandall buried him in the Pet Sematary.

I do n't care. I'll save up my allowance and pay for it. Church smells bad.

They're all turning on their lights! Daddy, why are they all turning on their lights in the middle of the day?

She's in bed. She was throwing up. Ever since Mrs. Rogers called and said Missy -

Missy made the best chocolate chip cookies in the world - even Mom said so. Now there wo n't be any more because she's gon na be dead forever!

At school Michael McDowell said she was gon na fry in hell. Michael McDowell says all sewersides fry in hell.

I want to go back to my own room. I ca n't sleep with mommy. She keeps stealing the covers.

I'm going to carry this picture, Mr. Crandall, until God lets Gage come back.

He can if He wants to. He can do anything, just like Inspector Gadget on TV. But I have to keep things ready for him, that's what I think. I've got his picture and I'm going to sit in his chair -

And I'm going to eat his breakfast cereal, too, even though it tastes like boogers. And. and.

God could take it back if He wanted to, could n't He? If He really, really wanted to? Can I have faith in that?

Paxcow says it's almost too late! We have to go back! Paxcow says it's almost too late!

GAGE is sitting in his car seat , not exactly crying but certainly yelling to be let out . The seat , dash , and floorboards are littered with roadmaps , soda cans , Big Mac boxes , and similar crud . These folks have driven all the way from Chicago to Maine in this station wagon , and the wagon looks it .She begins to unbuckle the straps and harnesses . GAGE is just wearing a t - shirt and a diaper . He 's fifteen months old .

He opens the doorgate and lifts out a cat carrier . We see a big tomcat inside - mostly what we 're aware of are shining green eyes .LOUIS , cat carrier still in hand , turns toward :

We see the field , and a clearly marked and mown path leading up its flank and into the dark woods . THE CAMERA DIPS AND PENDULUMS as ELLIE swings .

She puts GAGE down . He totters a bit on his little legs and then stands there , looking at his sister .

The bark has rubbed off the branch - it looks like a bone peeping through decayed flesh . The rope is old , discolored . And it is fraying away as we look at it . Soon ELLIE , like Humpty Dumpty , is going to have a great fall .

He 's set the cat - carrier down and is straightening up .His eyes widen .

SOUND : A heavy twang ! as the rope breaks . The tire swing - with ELLIE still inside it - goes crashing to the grass . ELLIE screams and begins to cry - a little hurt and a lot surprised . LOUIS and RACHEL run to her .

ELLIE 'S parents reach the tangle of tire , rope , and six - year - old girl .Nevertheless , he begins to rapidly disentangle his daughter from the tire . RACHEL helps .

He 's standing in the driveway by the front of the car , utterly forgotten in the heat of the moment . His diaper is sagging quite a bit ; the boy needs a change . He stares toward the scene of the accident for a bit , then loses interest . CAMERA FOLLOWS as he walks down the side of the station wagon , little bare feet slapping on the asphalt . He stops for a moment at the back , looking at the cat - carrier , which LOUIS never got around to opening . CHURCH is staring hopefully out through the mesh .GAGE bends down and tries to open the cat - carrier 's door . No soap . Either he ca n't solve the latch or his fingers do n't have the strength . Anyway , he stops trying after a moment . SOUND : Growing thunder of an approaching truck - a big one .

Mommy already came. We played, daddy. First I played with Jud and then mommy came and I played with mommy. We had an awful good time. Now I want to play with you.

Allee - allee - in - free! allee - allee - in - free! Allee - allee - in - free!

A big tanker truck - silver body , ORINCO written on the side in blue letters - blasts by .

The windlash if the passing truck blows GAGE 'S hair back from his forehead . We should be scared here - not by the truck , but by GAGE 'S lack of fear . He 's smiling , happy .He starts down the driveway toward the road .

ELLIE has been disentangled from the swing . She 's sitting by the wreckage at the end of the driveway , weeping hysterically -LRB- as much from tiredness as from pain , I think -RRB- as LOUIS and RACHEL examine her scraped knee . The wound does n't look too serious .RACHEL suddenly looks around toward :

The grille looks like a tombstone that 's learned how to snarl .

He takes a step into the road . and then big , gnarled hands grab him . GAGE looks rather surprised at this , but not worried - this kid is used to being picked up and treated humanely . To GAGE strangers are as interesting as . well , as interesting as Orinco trucks .

The fellow who has picked GAGE up is a man of about eighty in old blue jeans , a faded Bruce Springsteen t - shirt . Over this he wears a faded khaki vest with bright silver buttons . His face is deeply wrinkled and kindly .But he softens this with a grin . GAGE grins back at him .JUD carries him up the driveway to the station wagon . Here he 's joined by LOUIS and RACHEL , out of breath and really scared . ELLIE brings up the rear . She 's still sniffling .He sticks out his hand and JUD shakes it . LOUIS takes it easy - no crushing JayCees grip , or anything like that - the old guy looks as if he might have arthritis .He leans over toward ELLIE .They all laugh - even GAGE .As RACHEL , carrying GAGE , moves away :She goes belting off .SOUND : A truck engine , gearing down .

He was headed for the road, looked like. I corralled him for you, missus.

No harm, no foul. But you want to watch out for that road. Those damn trucks go back and forth all day and most of the night.

And now you live on Route 9 in Ludlow, and your dad's gon na be the new doctor up to the college, I hear, and I think you're going to be just as happy as a clam here, Ellen Creed.

House has stood empty for too long. It's damn good to see people in it again.

Movin' in's mighty thirsty work. I usually sit out on my porch of an evening and pour a couple of beers over m ` dinner. Come on over and join me, if you want.

Oh, ayuh! I know. It's a good story, and a good walk, too. I'll take you up there sometime, and tell you the story, too - after you get settled in.

Ai n't it just? The man who invented beer, Louis, that man was having a prime day for himself.

The Eat A Peach album. God, they were good before drugs and bad luck caught up with them. Listen to this, Louis.

I like rock and roll. No. I guess that's too mild. I love it. Since my ears started to die out on me, it's the only music I can really hear. And since my wife died. I dunno, some - times a little rock and roll fills up night. Not always, but sometimes.

One more time - welcome to Ludlow. Hope your time here will be a happy one.

That's one mean road, all right - you remember that path your wife commented on?

That road - and those Orinco trucks - are the two main reasons it's there.

Nope. The Micmac Indians. What's up ahead is all that's left of their tribal lands.

Ayuh, it's a funny word, ai n't it? You tired of totin' that yowwen yet, doc?

I told you it was a bad road, Louis - it's killed a lot of pets and made a lot of kids unhappy. But at least something good come of it. This place.

Well. they have to learn about death somehow, now do n't they, Missus Creed? The little ones?

No, honey! You do n't want to go climbing on that! Come on down!

Best never to go climbing on old blowdowns like this, Ellie - sometimes they bite.

the Stoppard boys' racing pigeon that Missus Cowley's cat got. and I think that's the cat himself right there, although it's been so many years I ca n't tell for sure.

I see you're quite a reader for such a little girl. Can you read that?

That's where I buried my dog Spot when he died of old age in 19 and 14. Dug it good and deep. By the time I finished, I had blisters all over my hands and a hell of a crick in my back. Soil's stony up here.

Do you know what this place is, Ellie? Oh, I know you know it's a boneyard, but a bone ai n't nothing and even a whole pile of'em do n't amount to much. Do you know what a graveyard really is?

No - not right out loud. Their stones speak. or their markers. Even if the marker ai n't nothing but a tin can someone wrote on with a Magic Marker, it speaks. Ai n't that so, Louis?

Well, it still says some animal got laid down here after, do n't it?

Yes. To remember. This ai n't a scary place, Ellie. It's a place of rest and speaking. Can you remember that?

Did you tell me Rachel took the kids back to Chicago for a few days?

Well, there's a dead cat over here on the edge of my lawn, Louis. I think it might be your daughter's.

It's going to be dark before we even get where we're going, Louis. But we can do it. and we're going to.

No. We wo n't. I have climbed it a time or two before, and I know all the places to step. Just follow me. move easy. do n't look down. and do n't stop. If you stop, you'll crash through for sure.

No, you should n't have stopped. But you got away with it. Important thing is are you sure you're all right?

This next bit's like the deadfall, Louis - you got to walk steady and easy. Just follow me and do n't look down.

The air's heavier. more electrical. something. You might see St. Elmo's Fire. what the sailors call ` foo - lights.' It makes funny shapes, but it's nothing.

Just do n't stop, Louis. You do n't ever want to stop down here in Little God.

I'm going to sit over yonder and have a smoke. I'd help you, but you've got to do it yourself. Each buries his own. That's how it was done then.

When you talk to'em, not one word about what we done tonight.'S ` far's you know, the cat's still fine.

You'll understand. In the meantime, keep your peace. What we did, Louis, was a secret thing. Women are supposed to be the ones who are good at keeping secrets, but any woman who knows anything at all would tell you she's never seen into a man's heart. The soil of a man's heart is stonier, Louis - like the soil up there in the old Micmac burying ground. A man grows what he can. and tends it.

No buts! Accept what's done, Louis. What we done was right. Another time it might not be, but tonight it was. at least I hope to Christ it was. Now you make your call. but not a word about tonight.

I most generally do n't start before noon, but this looks like an exception.

Why, saved a little girl from being unhappy. that's all. Drink up, Louis!

Ayuh. It was the rag - man told me about the place - Stanley Bouchard. Us kids just called him Stanny B. He was half Micmac himself.

The Micmacs used to bury their dead up there long before the whites came.

They buried their dead and for a long time their dead stayed buried. Then something happened. Half the tribe died in a season. The rest moved on. They said a Wendigo had soured the ground.

Spirit of the north country. Not a good spirit. Wendigos are great liars and tricksters, according to the stories. And if one touches you.

Maybe it really was a Wendigo - I ai n't the one to say it was n't - or maybe it was just some disease. Whatever the reason, those that were left moved on. But they left that place. the way it is now.

I loved my dog a lot, Louis. When Spot died, I thought I was gon na die.

Stanny B. did for me what I did for you last night, Louis. Only I was n't alone when Spot came back.

He'd got caught in bobwire that infected. You could still see the marks on him.

Well, she was a little upset at first, and that's why I thought you ought to hold your peace when you talked to your people last night. you did, did n't you, Louis?

She got used to the idea. Spot lived another four years. He died peacefully in the night that second time, and I buried him in the Pet Sematary. where his bones still lie.

A man does n't always know why he does things, Louis. I think I did it because your daughter ai n't ready for her favorite pet to die.

Ellie's a little scared of death. And the main reason Ellie's that way is because your wife is a lot scared of death. Now you just go ahead and tell me I'm wrong.

You do it for all the best reasons, but that ai n't why. You do it because it gets hold of you. you do it because you have to.

Poor Missy. God, I was sorry to hear. I remember when she was no older'n Ellen there, walking down to the store with her Raggedy Anne doll draggin' behind her in the dust. I do n't know why God takes someone like her, who should have a bunch of years still in front of them, and lets an old shit like me just go on and on.

Your father - in - law packs a wallop, for an old guy. He and his wife gone back to Chicago?

Why that's real nice. you pullin' him on a sled. Bet he liked that, did n't he?

Ellie. God does n't do things like that. I know you loved y' brother, but -

You never asked me if anyone had buried a person up there in the Micmac burying ground -

I know the Micmacs thought it was a holy place. and then they thought it was a cursed place. That's why they moved on.

Oh, ayuh. It's been done. What you've been thinking of has been done.

Timmy Baterman was on his way home from the war with his Purple Heart when he got killed in some stupid car accident down in Georgia.

Bill was bitter - his son had been in the thick of it two years and then got shot in the leg - a clean flesh - wound. He was supposed to be coming home safe and sound. Instead, he come home in a box after all.

Why. that sometimes dead is better. That's all. Sometimes dead is better.

It ai n't your wife and little girl that's got me worried, Louis.

Margie Washburn seen him walking up the road toward Yorkie's Livery.

Lots of people saw Timmy Baterman walking back and forth between the home place and the town line. But it was Margie.

who finally got up enough guts to talk to the town fathers about it. She knew it had to be stopped, Louis.

She knew it was an abomination. George Anderson, the town postmaster, was there. and Alan Purinton. Hannibal Benson. and me. I was there.

Ayuh, I think't was. If I see Louis come home before I go to bed, I'll tell him to -

GAGE has been changed , and RACHEL is following him as he explores the nearest edges of the new homestead . They are fairly close to the wreckage of the tire swing , and here is the head of the path ELLIE has already glimpsed .

They cross to the van . The FIRST and SECOND MOVERS are just climbing out of the van .

She 's holding GAGE on her hip now , and both of them are looking at that strange -LRB- and oddly enticing -RRB- path which disappears into the deepening twilight . LOUIS and JUD join them .JUD nods . He smiles , too , but underneath the smile we sense that he is serious .He smiles at them and they smile back - it is a look of understanding and real liking , in spite of the age difference between the CREEDS and JUD .

SOUND : Crickets . Ree - ree - ree - ree . There 's one light upstairs , one downstairs . Perhaps we see the path , glimmering away into the field ? Either by virtue of it being mown , or by virtue of some gentle optical trick ? Maybe .

There 's a light on in the kitchen , but it just casts a dim glow in here . The room has a fireplace and a lovely wooden floor . It 's going to be nice , but now it 's just a big bare box with movers ' cartons stacked all over the place . LOUIS is drinking a can of Pepsi , and he looks pretty damned tired - anyone who 's ever moved house and can remember the first night in the new place will understand . He finishes the last of the Pepsi and surveys the living room . He sits on one of the bigger boxes , takes cigarettes from his pocket , and lights one . He drops the spent match in the empty can , and taps into the can during the scene . SOUND : Feet coming down the stairs . The door on the far side of the room opens and RACHEL comes in , wearing a nightgown .He hugs her . She hugs him back warmly - for a moment they are just two good people in all the big darkness of their new house .She laughs .

Pervasive SOUND of the crickets as LOUIS comes rather hesitantly up the crazy - paved path from the road 's edge .

We hear the SQUEAK of a rocker ; we see the dim red fitful glow of JUD 'S Pall Mall . We see by its glow that he is wearing Walkman earphones .

The Walkman is in his lap . He switches it off and puts the headphones casually around his neck , like a kid .

LOUIS comes on up . JUD has got a pail of ice beside his chair with some cans of beer in it . He opens one and hands it to LOUIS .LOUIS drinks half the can at a draught .He passes the headphones over . LOUIS puts them on . JUD presses the Walkman 's PLAY button . SOUND : Ramblin ' Man blasts us out of our seats . LOUIS winces and rakes the spidery earphones off his head .He turns it down .LOUIS puts the earphones back on and listens for a few moments . It 's the instrumental break . Gregg and Duane Allman dueling hot Fenders . LOUIS takes the earphones off .He drinks again - they both do . There 's a moment of companionable silence here , broken by the SOUND of a big truck . They look toward :

One of those big tanker trucks goes rumbling by - now there are little amber running lights on top of it . It 's going fast , too - sweeps by in a blast of air .

Here JUD raises his glass in a toast .LOUIS clinks his glass against JUD 'S .They drink .

LOUIS crosses from the CRANDALL side to his own , and the CAMERA FOLLOWS as he walks slowly up the driveway and past the wagon . He pauses for a moment , looking thoughtfully - hopefully - at his new house . Then something - the CRY of an OWL , perhaps - draws his attention the other way . toward the path . He walks to its head and stands looking out at it - it glimmers in a wide cut swath that 's a bit ghostly in the dark . A SHAPE suddenly lurches out of the high grass at him , and LOUIS recoils with a startled , muffled cry .

The cat , sure ; who - or what - else ? We see his big green eyes in the dark as he cries his strange feline hello : Waow !

LOUIS bends and picks up the cat . As he does , that truck SOUND comes again and he looks toward :

He starts toward the house . BLACK . And in that blackness , we see a second title card : THE DEAD SPEAK .

Written on it is : MONDAY 1 . -RRB- CHURCH SPAYED 10 A.M. QUENTIN JOLANDER , D.V.M. And below , in even bigger letters : 2 . -RRB- ELLIE 'S FIRST DAY OF SCHOOL ! THE CAMERA PANS LEFT , showing us the kitchen . There are still a few cardboard cartons around , but the place is getting in shape . We look out the window and see the CREEDS , led by JUD CRANDALL , climbing the path toward the woods . LOUIS has got GAGE in a Gerrypak .

They are also at the edge of the woods . JUD stops and lets them catch up .They turn around , and their faces express their wonder .

It is indeed beautiful . The CREED house is in the f.g. , Route 9 just behind it -LRB- with one of the ever - present Orinco trucks droning along -RRB- , but behind that is the great sweep of the Penobscot river valley , dozing under a fall sky of clear blue .

These are old woods indeed - huge trunks with dusty sunlight shafting through them . It looks as though man has never made his mark here . THE CAMERA PANS SLOWLY DOWN to them , on the path . Here it is carpeted with pine needles , but it is just as clearly marked . JUD stops . LOUIS looks glad of the rest ; he 's sweating and there are wide dark patches under his arms where the Gerrypak 's straps are .He starts off again , fresh as a daisy . ELLIE scampers after him . LOUIS rolls his eyes at his wife and RACHEL rolls hers back . Then they press on .

ELLIE is of course second . Se tries to read the words on the arch but ca n't . She whips around to look at her mother .A strange expression has come over RACHEL 'S face - she does n't like this . Not a bit .She runs for the arch . RACHEL starts ; looks more uneasy than ever .

JUD lights a cigarette with a wooden match , using his thumbnail .

She surveys the rude markers with puzzled delight , then runs toward the center , pausing to investigate some of the markers as she goes . We clearly see the symmetrical pattern of rings .

They are walking slowly toward that rude archway . LOUIS is extremely interested in all this , but it 's becoming clearer and clearer that RACHEL is troubled . They stop and look in .She 's growing more and more upset . JUD looks at her curiously .

She has begun to climb it , and this looks like an extremely dangerous proposition . ELLIE , however , is having the time of her life . A branch breaks under one of her feet and she switches nimbly to the next one up .

The branch she 's on breaks with a dry CRRRACK . Her foot drops down suddenly .

She totters backward , pinwheeling her arms , and JUD catches her as she falls . Not much of a catch because she was n't too far up . LOUIS joins JUD and ELLIE . GAGE jounces along on his back .

Her discomfort makes one thing very clear - she does n't want to come in .

RACHEL has retreated a bit . She sits on the pine needle carpet of the path , opens her purse , and draws out cigarettes .

JUD looks at LOUIS as if to say `` What 's all this about ? '' LOUIS looks away .

She runs from one tombstone to the next , cheerful as maybe only a kid could be in such a place . She looks at BIFFER 'S tombstone ; at SMUCKY 'S .

They are walking slowly toward her . LOUIS is looking at the tombstones .

She runs amid the tombstones - they have worked their way near to the center and there are quite a few of them - and joins the adults .He points again , and Ellen goes over for a look - see .

It is a small slate marker slanted to one side . ELLEN reads the words laboriously , tracing them with her finger .

LOUIS looks at him sharply as ELLIE rejoins them .ELLIE looks awed . LOUIS looks a little awed , too . JUD sweeps a hand around , indicating the whole sematary , but is still looking at ELLEN .He sees her startled , uneasy expression and laughs . He ruffles her hair reassuringly .They start to walk slowly back toward the arch .

It 's clear she 's impatient and out - of - sorts with the whole thing .

LOUIS looks at him , startled , then decides this is a joke . He laughs . JUD smiles , a trifle thinly .

The face we saw at the beginning of the movie was n't there when the visitors were there . but it 's sure there now , leering at us .

There are two greasy boxes poking out with NAPOLI PIZZA stamped on them . Guess dinner was burned . THE CAMERA PULLS BACK and we se LOUIS sitting at the kitchen table . The table is covered with newspapers . On it , LOUIS is putting together a complicated model boat , using glue and tweezers . He 's wearing glasses . ELLIE comes in , wearing a nightgown . She watches him for awhile .LOUIS looks around at her , surprised .

RACHEL is coming along with some dirty dishes . She hears voices and stops , listening , her face troubled and afraid .

Ellis has started to cry .Poor kid 's bawling her eyes out now . LOUIS folds her into his arms and she hugs him tightly , wanting his comfort .She breaks down completely , sobbing , and LOUIS rocks her back and forth .

She is a dimly perceived hump in the darkness . An oblong shaft of light falls on her , illuminating her more clearly . She 's asleep with her teddy encircled by one arm and her thumb corked into her mouth .

RACHEL looks at her daughter with infinite love and then quietly closes the door .

LOUIS is in his pajamas , propped up on pillows on his side of the bed . There a number of medical books scattered around him and he 's making notes from one as RACHEL comes in .It should be clear to us by now that , despite her words , RACHEL is much more upset than ELLIE was . LOUIS slowly puts his notebook aside and caps his pen .She stalks to the bathroom , which adjoins . LOUIS follows . She goes in and slams the door . He goes for the knob .SOUND : CLICK OF THE LOCK . LOUIS stares at the door , bewildered and upset .

Here comes a big Orinco truck , droning along , headlights glaring .

The headlights of the truck illuminate the room and we see LOUIS and RACHEL asleep , each as far over to his/her own side as he/she can get , with a big empty space in the middle . Lights and TRUCK SOUNDS slowly fade .

Cheerful little clots of scrambled eggs are scattered all the way across the tray of his high - chair - it looks a little like a map of the Pacific islands done by a guy who only had a yellow crayon . Now he scoops up a handful and throws them .

RACHEL is at the sink , doing dishes -LRB- we see the blackboard with its message near her -RRB- . LOUIS comes in , wearing a sport - coat and slacks , ready for his first day on the job . and ELLIE is in a pretty first day of school dress .

Here is the cat - carrier with CHURCH inside it . He waows unhappily .

LOUIS looks shocked and amused by ELLIE 'S colorful choice of words .

LOUIS tries to kiss RACHEL 'S mouth . She turns her head slightly so he gets her cheek instead . She 's still mad . LOUIS 'S amusement dies .

She gives him a look as if to say : `` There ! Now do you understand what you did ? ''At this RACHEL tightens up still more in that funny way - she 's actually angered by LOUIS 'S reference to catburgers - but under the anger we sense she is deeply shocked , as a prudish woman might be shocked by a dirty joke . For RACHEL , that 's just what death is .ELLIE goes slowly back to the table .ELLIE bursts into loud tears and puts her hands over her face .

THE CAMERA FOLLOWS as they go to the table to comfort ELLIE .She runs off , cheered up . And RACHEL is cheered up , too .He gets up and leaves the table . She looks after him , stunned and a little frightened .

He picks up a large glob of scrambled eggs from his tray and throws it in the direction of the cat - carrier .

CHURCH is close to the mesh , looking out . Scrambled eggs hit the mesh , driving him back , surprised .

The school bus pulls up , red lights flashing . ELLIE runs toward it across the lawn , with her lunch - box .

ELLIE climbs aboard . The red flashers go out and the bus pulls away .

The station wagon is parked there . LOUIS comes out with a heavy briefcase in one hand and the cat - carrier in the other . He opens the wagon 's doorgate . A small car turns into the CREED driveway and parks beside LOUIS . A rather sour - looking middle - aged woman gets out and crosses the front of her car . Her color is bad . This is MISSY DANDRIDGE . She looks at the cat - carrier .She opens the passenger side door of her car and we see a big neat pile of folded sheets . She reaches for them , then winces and presses her hands against her midriff for a moment , as if with an attack of indigestion .She starts toward the house with the sheets .

RACHEL hurries past MISSY , who turns to look and then goes on into the house . LOUIS has just put the cat - carrier into the back of the wagon and closed the doorgate as RACHEL reaches him .LOUIS appears to consider this seriously for a moment . and then he smiles and hugs her . They kiss .

PASCOW is in a blanket that is being carried by three boys and one girl . They are all yelling at each other not to joggle him , not to drop him . A small knot of horrified college kids moves with the bearers . PASCOW 'S head is upside down to the CAMERA , which retreats ahead of the advancing students . Fixed eyes stare . Half of his head has been shattered inward . Before the catastrophe he was a husky male of about twenty . He 's dressed in a U of M muscle shirt and red jogging shorts . THE CAMERA PULLS JERKILY TO ONE SIDE , allowing the bearers to mount the steps of a brick building . The infirmary . The lookers - on break to either side . The infirmary doors open .

She 's the head nurse , a tough old babe of about fifty .The bearers sweep past her and inside , leaving a red smear of blood across the midriff of MARCY CHARLTON 'S uniform .

Steve! Steve! Dr. Creed! Dr. Creed, we've got a mess here! Stat!

THE CAMERA will show us all we need to see , but its movements will seem almost random ; this is like being in the hotel kitchen after Sirhan shot Bobby . As the students bring in PASCOW , LOUIS comes running , followed by STEVE MASTERTON , his P.A. Standing to one side are two student nurses in candystriper uniforms . They 're boggled and horrified . LOUIS kneels . THE CAMERA RUSHES FORWARD , shoving between onlookers . LOUIS looks at the wound . There 's shattered bone and pulsing brain tissue beneath . There 's a scream ; the girl who was carrying one corner of the blanket is having hysterics .CHARLTON puts her arms around the girl .THE CAMERA MOVES BACK DOWN as LOUIS takes an opthalmascope from STEVE and shines it in PASCOW 'S bulging , fixed eyes . CHARLTON is just pushing the last of them gawkers and bearers out the door .PASCOW makes a weird gargling noise . Blood suddenly spurts out of his mouth . He begins to seizure . One of the candystripers shrieks . THE CAMERA JERKS UP TO COVER the student nurses . One turns and throws up on the wall . CHARLTON rushes over .As they start away , one helping the other down the hall , and as CHARLTON starts over to where PASCOW lies dying on his blanket , THE CAMERA DROPS TO LOUIS AND STEVE .They hold PASCOW 'S spasming body .PASCOW begins to quiet .She leaves . LOUIS is alone with PASCOW . CHARLTON has drawn the drapes , so the doctor and the dying man have complete if temporary privacy .

Stop it! Jesus, what's wrong with you, Louis? It's your son's funeral, not a boxing match!

PASCOW 'S fixed eyes suddenly roll and his left hand bear - traps LOUIS 'S right wrist . The dying man pulls him slowly but relentlessly down , until their faces are only inches apart .LOUIS recoils , breaking the grip of the hand . but he can not quite snap the grip of those bright dying eyes . Blood leaks from PASCOW 'S mouth .PASCOW struggles hard to speak again . At first he can only gurgle .LOUIS leans forward again , terrified , yet needing to know .LOUIS grabs PASCOW 'S bloody shoulder .

There was n't even supposed to be a sprain today, my friend - that's what I told her.

The soil of a man's heart is stonier, Louis. a man grows what he can. and tends it.

The door must not be opened. The barrier must not be crossed. Do n't go on, doc. No matter how much you feel you have to. There's more power here than you know.

The power of this place is old and always restless. Sometimes the dead do more than speak. Remember, doc.

It's trying to stop you. Do you hear me? It's trying to stop you.

It's the end of the line for me, too - I'm not allowed any further.

PASCOW begins to spasm again .PASCOW spews more blood as STEVE kneels beside LOUIS .

CHARLTON is pushing along your basic MEDCU goodie - cart , covered with emergency life - saving gear .

PASCOW 'S spasms are weakening .PASCOW 'S hand comes up and paws at LOUIS 'S shirt , leaving a bloody handprint . Then it falls limply back . PASCOW is dead .STEVE leaves the frame and LOUIS stares fixedly down at the body of VICTOR PASCOW . He closes the eyes .

It 's the leading edge of Maine fall , sunny and wonderful . Here comes LOUIS 'S station wagon . As it reaches THE CAMERA , it swivels to TRACK .

Tragedy struck on the first day of the University of Maine's fall semester when Victor Pascow, a nineteen - year - old sophomore -

- another beautiful day in Maine! This is Michael O'Hara sayin' that the git - go ai n't gon na be that bad. Temps are going all the way up to 70. We got the Ramones for Ludlow. here's `` Sheena.''

He still looks shocked by the tragedy . The dying man 's bloody handprint is partly visible on LOUIS 'S shirt in spite of his sport - coat . LOUIS abruptly turns off the radio and swerves over to the side of the road .

IT comes to a slueing , shuddering stop , almost going in the ditch .

LOUIS and RACHEL are asleep , each on his/her own side of the big double . THE CAMERA MOVES IN ON LOUIS . SOUND : Loud , hollow BANG . It 's very loud - loud enough to wake the dead . LOUIS sits up . Beside him , RACHEL sleeps on . LOUIS 'S eyes widen in terror as he stares at :

He glances at RACHEL . Although PASCOW has spoken in a fairly loud voice - and the opening door was like a bomb - she 's still fast asleep . LOUIS looks back toward PASCOW . and then gets out of bed . He 's naked except for a pair of pajama bottoms .

RACHEL is sleeping as before , and LOUIS himself is also in bed asleep , although his rest is uneasy . as if he 's having a bad dream .

LOUIS enters and crosses toward the door which gives on the shed/garage . This door stands open . LOUIS pauses by it .LOUIS goes into :

The station wagon is a dark hulk . LOUIS crosses to it and stands , perplexed . PASCOW looms softly behind him and puts an arm around him . LOUIS turns . and suddenly his face is less than an inch from PASCOW 'S mutilated face .He begins to move toward the garage door . After a moment LOUIS follows him .

We can see two shapes moving up the path toward the woods - PASCOW and , behind him , LOUIS .

He suddenly sees something else , and now his fear is close to terror .

The face is back in the tumbled branches . It yawns and snarls .

He walks toward the deadfall as if hypnotized . PASCOW 'S hand falls on his shoulder . LOUIS turns , terrified .

That grinning face - and perhaps now there are other effects as well , subtle but there ? Dim red light ? A misty smoke drifting through the tumbled dead branches ? The director will know . After a moment there is a HUGE GRUNTING ROAR from the woods behind the deadfall - it sounds like no animal we 've ever heard before . There is the sound of something huge shifting and snapping a tree like a toothpick .

LOUIS has crumbled to PASCOW 'S feet . His eyes are squeezed tightly shut .CAMERA BEGINS MOVING SLOWLY IN ON LOUIS .CAMERA IS TIGHT ON LOUIS .As the Ramones start blasting `` Sheena Is A Punk Rocker '' :

His eyes snap open . He 's in his own bedroom . As he sits up THE CAMERA ANGLE WIDENS OUT so we can see that he 's in bed alone ; the covers on RACHEL 'S side are thrown back . After the initial confusion and fear , LOUIS looks deeply relieved ; he looks the way I suppose we all look upon waking up and realizing our worst dreams were only dreams after all .He throws the covers back and freezes .

They are covered with mud and pine needles . The sheets are greased with woods - muck .

LOUIS 'S hands enter the shot and dump a bundle of sheets into the chute .

He 's naked but for a towel around his waist . He 's obviously fresh from the shower . He starts down to the bedroom to dress . BLACK . And on it a third title card : CHURCH . Over this the SOUND of a RINGING TELEPHONE .

There 's a bowling match on TV . LOUIS , dressed in his Saturday afternoon grubs -LRB- jeans and a Maine sweatshirt -RRB- , has the phone to his ear .

We 're looking across from the CREED lawn . LOUIS waits for one of those trucks to go blasting by and then crosses . It 's cold and windy . Downed autumn leaves fly . LOUIS and JUD stand over a small furry body like mourners .

It 's lying on its belly and does n't look much damaged . Hands - LOUIS 'S - come into the frame . He puts one hand under the cat 's head and lifts it so the open eyes , now a dull green , stare into THE CAMERA . There 's some blood on its ruff . That 's all .

From his jacket pocket he takes a green plastic garbage bag and hands it to JUD . JUD holds the bag 's mouth open on the ground while LOUIS kind of shoves the body in . During this :LOUIS twists the bag shut and puts one of those plastic ties on it . Then he holds it up .During all of this JUD has grown peculiarly intense .

GAGE is in his high chair . ELLIE , in her first - day - of - school dress , is in her place . LOUIS is sitting at his own place staring , hypnotized , at the middle of the table , where there is a large serving dish . On the dish is scrambled eggs , strips of bacon , and CHURCH 'S corpse - staring eyes , bloody ruff and all .

LOUIS and JUD cross the road from the CRANDALL side . LOUIS is carrying the plastic bag in one hand and a flashlight in the other . JUD has a pick and shovel in one hand and a flashlight of his own in the other . Evening shadows have grown long . It 's maybe an hour until dark . JUD and LOUIS stop near the replaced tire - swing .

JUD has a Walkman clipped to the belt of his pants and earphones slung around his neck .He puts the earphones on , effectively forestalling further argument , and pushes the PLAY button on the Walkman . We can hear Marshall Crenshaw singing `` Crystal Girl . '' JUD starts away . After a moment , LOUIS follows .

The SOUND of crickets . ree - ree - ree . The SOUND of footfalls . Faintly , the SOUND of Huey Lewis and the News , singing `` Working For A Living . '' It 's now almost twilight . JUD and LOUIS enter the Pet Sematary . LOUIS is looking around curiously .JUD snaps off the Walkman and puts the earphones around his neck again .He walks past LOUIS and toward the deadfall . LOUIS follows .He points at the deadfall .He holds out his hand and LOUIS sees the old man means exactly as he says . After a moment he says :JUD starts up one side of the deadfall , and in spite of its snarled tangles , he mounts as easily as a man climbing a flight of stairs . After a few second , LOUIS follows .

First JUD 'S pass THE CAMERA , then LOUIS 'S , partly obscured by the swinging cat - bag . Their feet unerringly find the right branches and just as unerringly miss holes which look like ankle - breakers .

There are beads of sweat on the old man 's face . He looks both stern and a little scared .

A dead branch snaps under one of them like a gunshot and that foot plunges down maybe six inches .

He lurches to the edge of balance , then regains it .He continues .

JUD reaches the top and starts down the far side . LOUIS reaches the top .

In the dying glow of twilight , this should be a mystic , awe - inspiring shot . There 's no more scrub underbrush and junk pines and juniper - bracken here ; ancient firs rise almost like Sequoias . The sunset light shafts among them . This is a real forest . an old forest . And winding upward among the trees along that needle - carpeted floor , clearly marked by large white stones , the path goes on .

He 's stopped on top of the deadfall , still surveying all this with frank amazement .

One of the branches snaps . LOUIS 'S foot plunges . His cuff rips .

We 're looking up at a fairly steep angle as LOUIS staggers off - balance . He steps with his other foot , misses , and goes flying .

He does a half - somersault in the air and hits the deadfall on his back , the green garbage bag flying out of his hand . His flashlight also goes . Branches crack . White dust puffs out from under him .

LOUIS thumps to the ground nearby . JUD kneels beside him .LOUIS sits up groggily . His pants are torn . His sweatshirt is torn . His ankle is bleeding .LOUIS gets slowly up and retrieves the bag , which is rather shredded now - and we can see catfur through some of the rents .He whaps the flashlight against his palm a time or two and the light comes on . Satisfied , he shuts it off .He starts off up the path . After a moment LOUIS follows , carrying the bag .

Again , there should be a sense of awe and mystery as they go tolling up the path into the twilight , dwarfed by those ancient firs . SOUND OF CRICKETS , LOW at first , then UP TO LOUD : Ree - ree - ree .

Lots of undergrowth here , and creeping ground - mist , too . The SOUND OF CRICKETS is now only a part of the soundtrack : BUZZ OF CICADAS , THUMP OF FROGS . Swamp - sounds . LOUIS looks frankly doubtful .

Mysterious . awesome . scary . Dead trees poke out of the murk like twisted hands . There 's scummy water standing around tussocks covered with long grass , most of it dead . There 's a lot of choking underbrush . All of this fades away into a grim , obscuring fog .

JUD looks at him expressionlessly .JUD starts off , stepping to the first tussock . After a moment , LOUIS follows .

A faintly glowing , ethereal shape hangs in the branches of one of the dead trees . It looks a bit like a corpse . In fact , I think it looks quite a bit like PASCOW 'S corpse . As we watch it fades . fades . is gone .

He 's somewhere between being mystified and puzzled and being scared . Now a weakly glowing fireball rolls slowly across the surface of the standing water toward him . and then just fades into the thick mist .

We see them moving through the mist like wraiths , JUD with his digging tools , LOUIS with his light and his Hefty - Bag coffin . The whole swamp is glowing dimly .

In the extreme f.g. we can see firm ground sloping up . Ahead is a thick white mist . And here comes JUD and LOUIS slogging through it and out of it . Both of them are wet from the knees down . They head into the woods on the far side .

In the book this is described as being almost a cliff , but a rocky hill rising out of the woods would serve just as well . We can see steps cut into the side , and two figures - LOUIS and JUD - toiling up them .

JUD 'S panting and out of breath ; LOUIS is , if anything , in worse shape .He tops the last step and stands on a rocky level under the stars , the wind blowing his hair off his deeply lined brow . A few moments later LOUIS joins him and stares with undisguised wonder .

The top of this hill or bluff is rocky and bare , but there are a number of rocky piles . But for every pile of rocks we can see , there are ten littered heaps , as if the neat piles had been burst apart . There 's a shape to all of this , and it is the shape of the Pet Sematary : concentric circles . SOUND : The wind , blowing ceaselessly .

He hands him the pick and shovel .JUD walks away , leaving LOUIS with the digging tools in one hand and the flashlight in the other . After a minute , LOUIS walks out into the burying ground .

SOUND : The wind . It blows ceaselessly up here . The hole 's about two and a half feet deep . Stubby rocks protrude from the sides . The pick comes down , hits a rock at the bottom , and flashes fire .

He drops the pick and sticks his hurt hands in his armpits . Beside him we see a low pile of rocks and earth .He joins LOUIS . He 's got a lot of rocks in his arms .He notices the rocks .

He walks off again . LOUIS looks after him for a moment , then kneels down .

He opens it and looks in at CHURCH 'S stiffening corpse .He tumbles the bag containing the body into the grave , and then begins pushing the stony soil over it with the spade .

LOUIS 'S hands come into the frame and add a final two or three stones .

He looks at it for a moment and stands up . JUD is right there .LOUIS looks at him .

There 's a light on in the kitchen , but that 's all . There 's silence at first , and then the PHONE STARTS RINGING .

LOUIS and JUD are coming down the path with their tools and their lights . They are both clearly fagged out . SOUND , FAINT : The telephone .He drops the tools and sprints .

It stops . A beat later LOUIS enters the room . He picks it up , although he already knows it 's too late . He listens to the SOUND of the dial tone and then drops it back into the cradle , disgusted . He starts to dial a number from memory .

During this , he 's come across the room to LOUIS and dropped his hand on LOUIS 'S shoulder .

SOUNDS : Boops and beeps of a touch - tone telephone . Ringing . Then :During this , another SOUND has been growing : an approaching truck . As JUD gains his side of the road , he looks back , and we read fear on his face - no matter what he said to LOUIS , he 's sorry for tonight 's piece of work . A moment later a highballing Orinco truck cuts between THE CAMERA and JUD .

She 's dressed for bed , in fuzzy pink pajamas . Her Chatty Cathy is crooked in one arm . In her lap is a Garfield transistor radio .

The smile fades off his face . It 's replaced with a look of combined guilt and unhappiness . He 's looking at his hands , which are still dark with the dirt from CHURCH 'S grave .

RACHEL , holding GAGE , sits on the arm of ELLIE 'S chair .Before he can answer , she puts the phone in GAGE 'S hand . ELLIE and RACHEL watch , amused , as GAGE gobbles into it . Perhaps RACHEL encourages him to say a few words .

From the telephone comes the sound of GAGE talking and chortling . LOUIS is not listening . His eyes - and his mind - are far away .

LOUIS is raking leaves on the side lawn , near the tree with the tire swing . After a moment or two of this he props the rake against the tree and starts toward the garage . He goes in .

It 's dim in here . LOUIS is crossing to the door which communicates to the kitchen . As he passes the station wagon , he hears a cat HISS . He turns .

He 's on top of the car , but at this point we probably do n't notice ; THE CAMERA is so close that CHURCH looks like he 's coming right down our throats . He 's hissing angrily .

He recoils and stumbles backward with a cry . He hits a tool - rack on the wall and a lot of them fall down with a LOUD JANGLING NOISE .

He jumps down , frightened by the noise , and the CAMERA TRACKS as he goes flying out the garage door into the sunlight .

He gets slowly to his feet again . He 's getting over his fright but we can see he 's totally freaked out by what gave him that fright . He goes to the garage door and looks out .

He 's spooning cat - food into a dish . He goes to the door - there should be a total of three doors in the kitchen : one to the living room , one to the shed/garage , and one which leads directly outside . LOUIS uses this latter door now .

He puts the dish of food down and sits beside it .SOUND : Miaow .

CHURCH comes slinking out of the bushes and comes slowly toward THE CAMERA . He stops , looking mistrustful .

He crosses to the stoop and begins eating the food .He picks CHURCH up . CHURCH miaows again - he wants the food .CHURCH is looking at the food , trying to get out of LOUIS 'S arms .He tilts the cat 's head back so he can get a look at CHURCH 'S neck .

There 's some sort of mark here - a clear remnant of the crash . A line of white fur , or perhaps a dark red scar where no fur at all grows .

LOUIS sees something else as he lets the cat 's neck go . He tweezes something out of CHURCH 'S whiskers .

CHURCH suddenly claws at his face .He claps his hand to his face . CHURCH leaps for the food . LOUIS slowly takes his hand away . There are claw marks on his cheek , welling blood . He looks at the cat .

The garden is a plot of about half an acre . JUD comes trundling slowly along a row , pushing a wheelbarrow . There are several pumpkins in it . JUD is wearing old khaki gardening pants and a Ramones sweatshirt . He 's wearing his headphones and we can hear the Romantics doing `` What I Like About You . '' JUD is singing along and bopping a little - as much as his arthritis will allow , if you can dig it . He sees a real big pumpkin , stops , and bends over to get it . He takes out his pocket - knife and slits the pumpkin - vine . He gets the pumpkin in his arms and stands up . He turns . and LOUIS is right there -LRB- kind of a cheap jump , but always fun -RRB- , looking totally stunned . JUD , startled , drops the pumpkin . LOUIS reaches out and slides the phones off JUD 'S ears .

LOUIS is sitting at the kitchen table . JUD is at the fridge . JUD comes back with a couple of long - necked bottles of beer and opens them .LOUIS drinks about half the beer .LOUIS drains his beer .He gets up and goes to the fridge .

He returns to the table with the beer .JUD pauses , perhaps a flustered , and gathers his thoughts .JUD shrugs , and drinks .

The time here is about 1910 . JUD is wearing short pants . He 's crying , not in any big - deal histrionic way , but as if he means to keep doing it for a long time . I mean he looks really sad .JUD is sitting on the front stoop . It 's the same house JUD lives in now , but the porch has n't been added yet , and the road is dirt rather than tar . Along this road comes a horse - drawn wagon - STANNY B. 'S wagon . The wagon 's full of junk , rags , bottles . stuff to sell and swap . Strung across the top are bells , and we can hear their CHIMING SOUND . but faint , like bells heard in a dream . STANNY B. is old and drunk . Dust spumes up behind the wagon as he draws up to the CRANDALL house and stops . He gets down , almost falls , takes a bottle out of his back pocket , drinks , and approaches JUD . We can see him speaking .

JUD 'S MOTHER is back to THE CAMERA , hanging sheets on the line . The sheets billow . And suddenly , pushing out from behind them , quite near her , is a small mongrel dog . SPOT . He 's covered with graveyard dirt . His eyes are red and rolling . He splashes the sheets with the muck of his passage .She sees who it is - what it is - and backs away , screaming , horrified .

And so we can , around his neck and along the side of his head . These marks are the counterpart of the marks we 've already seen on CHURCH . SOUND of JUD 'S MOM SCREAMING . Like the bells , these are screams heard in a dream .

She 's cringing against the fence at the rear of the yard . SPOT stands in front of her , swaying from side to side , as if doped .She is in utter terror .

Get your dog, Jud! He stinks of the ground you buried him in! Come here and get your dog!

JUD 'S face is a complication . He 's lying to LOUIS , certainly - but is he also lying to himself ? Yes , I think so .

But LOUIS 'S reaction tells him he 's not wrong - in fact , JUD has hit the nail right on the head .

He starts to undress , still looking troubled . We should notice that the door behind him is firmly shut . The bathroom has no windows .

The hot water is steaming . LOUIS 'S hands enter the frame and turn off the faucets . SOUND of LOUIS climbing in .

A big sigh and an expression of exquisite pleasure . He relaxes in the hot water . After a few moments he puts a wet washcloth over his face .

GAGE is in his high chair . ELLIE is at her place , crying . In RACHEL 'S place sits VICTOR PASCOW , bloody and wrecked . LOUIS sits in his place . On the platter of bacon and scrambled eggs is CHURCH 'S mangled body .

In attendance : PASCOW , LOUIS , ELLIE , GAGE in his high chair . Lying in the middle of the table , clotted with dirt and blood , eyes staring , neck a gory mess of infected wounds , is SPOT . He 's also dotted with clots of scrambled egg and bits of bacon .

The washcloth has slipped enough so we can see his eyes are closed - he 's dozing .

To LOUIS , ELLIE , PASCOW , GAGE , and the corpse of SPOT enters JUD , his eyes shocked and staring .

The washrag has worked its way down to his mouth by now . His doze is deepening ; he 's started to snore a little . SOUND : A splash . Something has been dropped into the bath . LOUIS opens his eyes . Looks puzzled . Looks down . Eyes widen in shock .

A very large and very mangled dead rat floats in the bath , actually brushing against LOUIS 'S chest . Blood has begun to stain the water .

LOUIS leaps from the tub . Grabs a towel and begins to rub himself frantically . He 's grossed out . The cat tries to arch against him and he hits it . CHURCH falls to the floor , hissing . LOUIS looks at the closed door .He may not know that , but he knows how it 's going to get out . He opens the door to the upstairs hall . If CHURCH does n't go at once , LOUIS helps it with his foot . Then he looks down at :

Its landing gear unfolds preparatory to touching down at Bangor International Airport .

He 's looking anxiously for his people . In one hand he 's got half a dozen roses . His face lights up .

Here comes LOUIS 'S family . ELLIE is a little ahead . RACHEL is pushing GAGE in his stroller . ELLIE sees LOUIS and lights up .She runs for him .

ELLIE comes belting up to LOUIS , weaving among the deplanees like a slalom skier . She leaps into his arms . LOUIS swings her cheerfully .She smacks him noisily . He smacks her back just as noisily .LOUIS 'S face changes . All at once he 's watchful .RACHEL reaches them . She 's pretty tired . Hair hanging in her face , good travelling clothes now looking a bit wrinkled and a bit stale .LOUIS does . GAGE is ecstatic . LOUIS kisses RACHEL deeply .

CHURCH at the door , waiting to be let out . ELLIE does the honors . CHURCH oils out into the shed/garage . ELLIE closes the door . She looks distressed . She crosses the kitchen again .

RACHEL , in a flannel nightgown , is watching TV . LOUIS is reading a medical tome and making notes . GAGE , zipped into a warm blanket suit , is sacking on the couch .

He looks both grim and sad - a man discovering that what you pay for you own , and what you own always comes home to you .BLACK . And on it , a fourth title card : MISSY DANDRIDGE . SOUND : A pen scratching over paper .

A single sheet of lined paper is spotlighted by the glow of the desk - lamp . On it , MISSY 'S right hand is just finishing : `` Dr. says Intestinal Cancer . Can not face this Pain . Sorry . '' The hand puts the pen down . It tears the paper in two , leaving just the half with the message .

A light comes on and we see a hangman 's noose strung over a beam . It dangles above a kitchen table which has been relegated to cellar duty . SOUND : Descending footsteps .

SOUND of MISSY climbing onto the table . Her face enters the frame . She looks very sick . She puts her head into the noose and rakes it tight at the hyoid bone .

One light on . a cellar light . SOUND : Ree - ree - ree . then . SOUND : Kick ! THUMP ! SOUND : Ree - ree - ree .

She hangs limply , hands dangling at her sides , above the table , which now lies upon its side . We can see the note clearly . She pinned it to the bodice of her housedress . SOUND : Car engines starting up .

People are coming out and getting into their cars and turning on the headlights , even though it is only mid - morning . In the immediate f.g. is a hearse . Four pallbearers are loading a coffin into it .

JUD , dressed in a rusty old black suit and a black tie , comes out and stands with them . He looks haggard and old .

More cars start up ; more lights come on ; the back doors of the hearse swing closed .

-LSB- NOTE : In the book LOUIS finds it difficult to enter at night because of a high iron fence . Here we should see there 's no such problem ; there 's only a low stone wall between the graveyard and the public road . -RSB- The mourners are of course gathered around the grave of MISSY DANDRIDGE . The coffin rests above it on runners .

May the Lord bless you and keep you ; may the Lord make his face to shine upon you, and comfort you, and lift you up, and give you peace. Amen.

As the mourners begin to break up , these three start back toward LOUIS 'S car .They 've reached the CREED station wagon .He opens the front passenger door .She does , and LOUIS closes the door .JUD opens one of the back doors as LOUIS goes around to the driver 's side .

JUD has tilted over in one corner and is snoring . His Walkman ` phones are on and we can hear the tinny sounds of Billy Idol . A little old man 's drool trickles down from one corner of his mouth . SOUND : ELLEN < crying .

Tears are spilling freely down ELLIE 'S face .She cries harder . LOUIS reaches out and strokes her hair .

Moving up the country road toward home through blazing fall foliage .

Bizarre as it may seem, it now seems almost beyond doubt : the dead are returning to eat the living.

There 's a VCR on top of the TV ; LOUIS has been watching `` Night . '' Now he quickly uses the remote control to shut down the TV . She 's dressed for bed , and comes toward him slowly .

She 's putting away the last of the supper things . She hears this and moves toward the living room door to listen . She does n't look at all well . Her eyes are red from crying and her face is haggard .

LOUIS is in bed , reading . RACHEL , wearing a robe over her nightgown , comes in .LOUIS puts his book down and looks at her thoughtfully .RACHEL sits down on the end of the bed . She 's clasping her hands nervously together .LOUIS sits up and scoots down the bed to her . He tries to put an arm around her . She rejects it - but gently .He makes a place for her beside him and hugs her . They lie silently together for awhile , taking comfort from each other .BLACK . And on it , a fifth title card : GAGE . SOUND : An idling truck motor .

It 's an Orinco tanker . The driver , a young man in khaki fatigues and a baseball cap , climbs up into the cab . He slams the door and jams the truck into gear .

Where were you while he was playing in the road? Thinking about your stupid medical articles? You stinking shit! You killer of children!

The truck comes rolling slowly toward the main gate . stops so the driver can look both ways . and then pulls slowly out onto ROUTE 9 .

I told her when you were first married. ` You'll have all the grief you can stand, and more,' I said.

With her mother! Where she should be! As for you, I hope you rot in hell! In hell, do you hear me?

How do you like that, you son of a bitch? I should have done it sooner!

Louis, I am sorry. What can I say? That I lost my mind? It's the truth, but no good excuse.

You know something's wrong, do n't you? You know. And Ellie does, too.

Hello, Louis - it's Irwin. I just wanted to be sure Rachel got back all right.

Well, put her on at that end and I'll put Ellie on at this one. Ellie's very worried about her mother.

Then I suggest you wake her up. Ellie. I think she had a dream that her mother was dead.

There are others here , but they are in the b.g. , and concentrating on the scene the old man is making . He 's RACHEL 'S dad . LOUIS is sitting in the aisle seat of a pew - like bench . He looks terribly shattered - they both do , actually . He 's staring at the old man as if he can not in the least comprehend what he 's saying .He gestures toward :

Here , half - buried in floral tributes , is a child - sized coffin . GAGE 'S .

There 's a hand holding it - LOUIS 'S . The kite begins to move and THE CAMERA TRACKS IT . It flaps and flutters .

He runs with the kite beneath a gorgeous fall sky in which fat clouds move like airy ocean liners .

The remains of a picnic lunch are spread here . Looks like everyone ate well . In attendance : RACHEL , ELLIE , GAGE , and JUD CRANDALL .They all laugh - JUD ruffles the kid 's hair .

They are by the sign - in book . Both are dressed in black . Both look haggard . But RACHEL looks more than haggard ; she looks damned near insane with grief and horror .

The driver is whistling . A transistor radio hangs from the rear - view mirror on a strap . He turns it on . The Ramones . `` Sheena . '' Hey - ho , let 's go .

He 's holding the string , looking up at the sky . Now he looks back at the picnic table .

GAGE runs to his dad , chubby legs working . He reaches him , and LOUIS transfers thee ball of string to GAGE 'S hands .LOUIS puts his hands over GAGE 'S hands and pulls them down .

But there is no way he can express his outrage with mere words . As LOUIS sits staring numbly up at him , IRWIN punches him in the nose . LOUIS sprawls backward , falling out of the pew onto the floor .

LOUIS is getting up groggily . Hs nose is pouring blood .IRWIN punches him in the stomach . LOUIS `` oofs '' and doubles over .

LOUIS is slowly straightening up . IRWIN is in a sour frenzy of glee .LOUIS pushes the old man with both hands .

He goes stumbling and flailing backwards . strikes the coffin . knocks it off its bier . A SCREAM goes up from the mourners .

RACHEL screams . Her mother struggles to hold her but RACHEL easily breaks free and goes running down the aisle .

He 's picking himself out of a tangled mess of coffin and overturned floral tributes . His suit is wet from spilled water . He 's weeping . LOUIS has just reached him , and that stunned look is gone . I think he intends to do the Cool Jerk all over IRWIN GOLDMAN 'S puny little body . IRWIN strikes a Gentleman Jim Corbett pugilistic pose .As LOUIS wades in , STEVE MASTERTON gets between them . at the last possible moment .LOUIS swings . STEVE manages to block the punch with his body .That gets to LOUIS . He drops his fists . That stunned expression creeps over his face again - that look that says he does n't have the slightest clue as to what 's going on or how it could possibly have happened .

PASCOW , bloody and ruined in his jogging shorts and muscle shirt , has the pew to himself . except for CHURCH , who is sitting on his lap and PURRING .

A sense of horrible awareness comes into his face . and then he covers it with his hands and begins to SOB . SOUND , COMING UP : A TRUCK MOTOR .

We are at some distance - far enough to see that the two of them have moved quite close to the road .

We can see their faces upturned to us - we can hear the AMPLIFIED RATTLING SOUND of the kite itself . THE CAMERA PANS TO THE LEFT - to the road . And we can see the truck , fairly close by now , and coming closer .

JUD 'S lighting a cigarette . His Walkman ` phones are around his neck .

This is the last moment of happiness in this man 's life - so let 's make it very happy . As he and GAGE stare up at the kite :

The fight has gone out of IRWIN and STEVE has backed away - but cautiously . He 's ready to jump back in if one or the other goes mad again . But IRWIN is shuffling toward LOUIS , hands out - everyone else has gathered in a knot near the front of the chapel . Among them is RACHEL and her mother , weeping in each others ' arms .LOUIS brushes by him with no acknowledgement that IRWIN even exists . He kneels down slowly by the coffin and puts his head against it .

There 's a strong gust of wind . The ball of string falls out of GAGE 'S hand .

It is bouncing and unraveling . More importantly , it is being carried directly toward the highway .

He takes off after the ball of twine .SOUND : The oncoming truck .

He 's looking - looking toward his people at the picnic table .TRUCK SOUND CONTINUES .

TRUCK SOUND LOUDER . Alarm hits JUD 'S face . He rises .RACHEL looks ; registers terrible alarm .

He 's still scampering after the bouncing ball of kite - twine , which has now almost reached the road . TRUCK SOUND LOUDER .

JUD is running toward the road , although he 'll never get to GAGE in time ; only LOUIS has a chance .

Horrible understanding dawns on his face . He whips around and sees :

The kid 's almost in the road ; the ball of twine is in it . RISING DRONE OF THE TRUCK .

GAGE reaches the middle of the road as the truck comes around the corner . LOUIS is running across the field , getting close to the side of the road . RACHEL is clutching ELLIE by the picnic table . JUD is helplessly trying to wave the truck down as it passes him .

As he reaches the broken white line he grabs the ball of string . SOUND OF THE ONCOMING TRUCK . GAGE turns his head .

Suddenly THE DRIVER 'S face turns into a Halloween mask of horror . He BLASTS THE AIR - HORN .

BLARE OF THE AIR - HORN . A shadow falls over his face . There is an audible CLICK ! and we FREEZE FRAME . What we have now is a tremen - dously winning photograph of a little boy , not quite two , with a ball of string in his hand . and a shadow lying across his face .

a. -RRB- LOUIS is pushing RACHEL out of a hospital door . RACHEL is in a wheelchair and looks radiantly happy -LRB- so , for that matter , does LOUIS -RRB- . I think we may safely assume that the small blanketed bundle in RACHEL 'S arms is GAGE . b. -RRB- LOUIS , bare to the waist , is tubbing a two - month - old GAGE in a baby - tub . He 's laughing . The infant looks confused but calm . c. -RRB- The whole family by the Christmas tree , following an orgy of present - opening . ELLIE , about five , has a doll in each hand . LOUIS and RACHEL are in pajamas . GAGE , about five months , is lying in a drift of wrapping paper . He looks confused but calm . d. -RRB- A child 's sneaker lying in the road . It 's splashed with blood . e. -RRB- GAGE - he 's about nine months old in this snap - is propped up in the angle of a sofa . There 's a big white rabbit in his lap . GAGE looks c. but c. f. -RRB- ELLIE and GAGE , bundled up against the Chicago winter . ELLIE is pulling a child 's chair - sled . GAGE is propped up in the chair . He 's about eleven months old in this snap . He 's laughing . g. -RRB- The Orinco tanker , overturned on the far side of Route 9 . h. -RRB- This one was taken at Gage 's first birthday party . He 's wearing a party - hat and looking at a birthday cake with a single candle on it while LOUIS kisses one cheek and RACHEL kisses the other . i. -RRB- LOUIS , in the road . He 's holding GAGE 'S jumper , which is torn , blood - soaked , and inside out . LOUIS is looking up toward the sky and screaming . j. -RRB- Here is a full - face studio portrait of GAGE . He is smiling at us , heartbreakingly lovely . CAMERA HOLDS ON THIS while :

He 's holding the studio portrait in his hands and looking at it fixedly . The other photos -LRB- the good ones , that is ; not the screamers - those , we may assume , exist only in LOUIS 'S tortured memory -RRB- are scattered on the table . We only saw a few ; there are actually hundreds . LOUIS puts the photo down as JUD comes in and crosses to the fridge . LOUIS 'S nose is badly swelled . He also has a black eye . JUD gets a couple of beers and comes back toward the table .The swing door opens . They look toward :

She looks dazed and shocked . There are brown circles under her eyes , but otherwise her complexion is much too white . She 's wearing fuzzy pj 's . She 's carrying the picture of her pulling GAGE on the sled .

At first she does n't want to show him , but JUD is very kind .ELLIE nods . She is starting to cry . JUD is also leaking at the eyes .LOUIS , looking down at his hands , nods .JUD reacts violently . And LOUIS looks up , dully curious . but has n't the thought already passed through LOUIS 'S mind ? Yes - I think it has .She bursts into tears .

LOUIS comes in with ELLIE in his arms . He puts her gently into her bed and pulls the covers up . She 's already mostly asleep .He starts for the door .

He stands looking at her for a long time , apparently thinking about this quite deeply .He steps out , closing the door .

In some sense comforted - it may be a poison comfort but she surely does n't know this - she turns over on her side to go to sleep . We can see the picture of GAGE under her arm .

The light here is fairly dim . LOUIS goes down and opens another door . He pokes his head in .

He reacts first with surprise , then a species of horrified disgust .

It hisses at him through a mouthful of fangs , its eyes big green balls . and then it flees . CAMERA FOLLOWS IT out the door .

RACHEL stirs and mutters thickly , then lies still again . she 's doped to the gills . LOUIS bends over and kisses her gently . He leaves the room and closes the door behind him .

He tries the door a couple of times to make sure it 's firmly on the latch -LRB- his face wears an expression of `` How 'd he get in there in the first place ? '' -RRB- . Then he walks down the hall to the stairs .

For a moment he 's pinwheeling madly for balance , on the verge of falling . He regains his balance as the cat goes shooting across the dining room toward the kitchen . LOUIS regains his equilibrium after a bit and continues on down .

As LOUIS enters through the swing door from the dining room , JUD is just letting CHURCH out the back door . As JUD closes the door :He indicates the table , where there is indeed a fresh beer .But he begins pouring the beer into a glass .LOUIS 'S hand jerks . Beer goes foaming across the kitchen table .As LOUIS goes to get a cloth to wipe up the mess :LOUIS stops sopping and looks at him .

The time is the late summer of 1944 , although I do n't believe we need to know that specifically . The sign on the station reads LUDLOW . There are a few 40s cars parked near the station - they have gas - ration coupons on the windshields . And a hearse . A train is coming .

We can see the UNDERTAKER is trying to talk to BILL BATERMAN , a man in his forties who periodically wipes his brow with a bandana . BILL walks away . He does n't want to talk ; he does n't want comfort . He 's a grief - stricken , bitter man .

The door of the mail - car is open . The UNDERTAKER and three trainmen are unloading TIMMY BATERMAN 'S coffin , which is draped in a 48 - star flag . BILL BATERMAN stands by , watching balefully as they carry his son 's final apartment to the back of the hearse and load it in .

The doors close . The hearse pulls away . THE CAMERA PANS TO BILL BATERMAN , who stands staring balefully after it and mopping his brow .

We 're featuring a fresh grave . that of TIMMY BATERMAN . A truck , showing only parking lights , turns into the graveyard and drives slowly up to it . It stops , and BILL BATERMAN gets out . HE looks at the grave and then goes to the back of his truck .

She 's a middle - aged woman dressed in mid - forties style . She 's got a rug - beater in one hand ; the other is up to her eyes to shade the sun . She 's staring at something , horrified .

A young man dressed in jeans and a plaid shirt is shambling up the road . His eyes are vacant . His shirt is half untucked . His hair is sticking up in a wild crow 's - nest thatch . There is an ugly mess of healed scars on his neck and one side of his face . I think one of his ears may be gone - torn off in the accident .

He turns toward her and we see a green light like the St. Elmo 's fire in the Little God Swamp glow dimly deep in his eyes . He grins at MARGIE .

She hesitates for a moment or two and then walks up toward the door .

She 's in a hallway in front of a door with LUDLOW SELECTMEN printed on the frosted glass . After a moment she opens it and goes in .

MARGIE and four men are grouped around a desk . She 's talking ; they 're listening . THE CAMERA LAZILY PANS the four men - one , of course , is JUD as a YOUNG MAN .

It 's a ramshackle old farm which looks remarkably like the estate of that gentleman farmer Jordy Verrill . An old Ford pulls into the driveway , and the four men get out . SOUND BLEEDS IN : Most of all the SOUND OF THE CRICKETS . They go to the door , and JUD is wordlessly elected as the prime honcho . He knocks . No answer . Again . No answer . SOUND : Crazy laughter .The four men look at each other .They start around to the back .

TIMMY BATERMAN is staring directly into the setting sun , his eyes glowing with green fire . He 's laughing like Goofy gone insane . BILL , scared , is trying to make him stop , to turn away from the sun .

The four men come around the side of the house . They freeze when they see BILL and TIMMY .BILL whirls around and sees them .Now TIMMY turns around and comes shambling forward .

You see him standing there, do n't you? Now get out! Get the Christ off my land!

He ai n't dead! Give him a day or two and he'll be fine! Do n't you say that!

You want to get out of here before I get my shotgun! You boys are trespassing!

Abruptly he reaches up with both hands and scratches down his cheeks , goring deep grooves in his flesh . Blood flows sluggishly out . Very weird blood .

BILL grabs TIMMY , who 's still laughing wildly , and gets him turned around . TIMMY shambles back to where he was originally standing . BILL goes with him like a man who has charge over a trained baboon . A stupid trained baboon .

Staring directly into the setting sun and laughing wildly , mindlessly .

a. -RRB- A car pulls up with its lights off and stops .b. -RRB- We see legs as people get out of the car , and hands holding tin cans of gasoline . c. -RRB- Hands splash gasoline from the cans along the sides of the house .

JUD -LRB- as a young man -RRB- rings the bell - an old - fashioned twist type .He walks away . BILL BATERMAN , wearing a strappy tee - shirt , looks out the window .

a. -RRB- A match is struck . and applied to wet boards . Whoosh ! b. -RRB- The other side of the house : The same . c. -RRB- In the back yard , JUD lights a torch and heaves it through the kitchen windows . Ka - PLOOM ! d. -RRB- The men draw away toward the front , their faces grim and judgmental .

It bursts open . We see two men struggling at the forefront of an inferno - correction , one man and an undead monster . TIMMY is giggling and screaming , trying to pull his father back into the flames .He sinks his teeth into his father 's arm . BILL screams . A beam falls on TIMMY , lighting him afire . BILL breaks free and runs down the porch steps .

He 's burning and laughing .And into the fire he goes , still shrieking and laughing .

BILL BATERMAN is collapsed on the lawn as sparks drift down around him , his face hidden against his thighs , weeping . CAMERA MOVES SLOWLY IN on the four men , who are grouped at the end of the driveway by the road and staring with awe at :

BLACK . And on it , a sixth title card : THE DEAD WALK . SOUND BLEEDS IN : JET ENGINES .

In the b.g. we can see IRWIN and DORY GOLDMAN waiting by the jetway with ELLIE as the last few passengers board . RACHEL looks confused and grief - stricken . She also looks punchy , doped up . I imagine she 's floating on a sea of Valium , and that makes her easier to deal with . LOUIS 'S battle - scars are fading a little . The GATE AGENT is standing by the jetway with a mike in one hand and a bunch of boarding passes in the other .

DORY and IRWIN exchange a knowing , sad glance over the child 's head .

Why, he probably went out for a hamburger or a chicken dinner, dear. You know how men are when they're alone.

LOUIS guides her to the jetway .He kisses DORY . IRWIN hugs him .LOUIS kisses RACHEL . Then he kneels and hugs ELLIE .

The Voice of Authority has spoken . We can tell by ELLIE 'S face that while things are still not all right , they are a little better . She joins her mother . The four of them - RACHEL , ELLIE , and THE GOLDMANS - start down the jetway . ELLIE looks back once , as if begging him to come . and then they 're gone .

LOUIS 'S face changes . Now it is a stony and contemplative face . Not , when you get right down to it , a very nice face . He turns and strides away .

The family station wagon is in the f.g. . We hear the SOUND OF JET ENGINES , and as LOUIS reaches the wagon he turns and watches :

From behind it a United Airlines jet lifts into view and banks away .

The CREEDmobile pulls up across from the Brewer Tru - Value Hardware and LOUIS crosses to it .

On it : A six - cell flashlight , Duracell D - batteries , a pick , a shovel , and a nylon drop - sheet in cellophane packaging . Now the CLERK 'S hands come into the frame and drop a pair of heavy work - gloves into the pile .

The CLERK starts to ring things up .The quality of LOUIS 'S reply is somehow unnatural . The CLERK looks at him , momentarily unsure and uncertain . Then he starts ringing things up again .

I do have an Aries K, but it came in sort of beat up - there's a long scrape up one side -

ELLIE is in the window - seat , asleep . RACHEL is holding a paperback but not reading it . Her eyes are red . She 's looking into space . CAMERA DRIFTS TO ELLIE . Her sleep is not easy . Her head turns from side to side , as if in negation . She becomes steadily more upset . She 's starting to mutter . Suddenly her eyes flare open and she screams .

We can see the GOLDMANS in the seats behind the CREEDS . They are startled . So are other passengers . A stewardess comes running .

The CREED wagon turns in and drives up one of the lanes . It stops and LOUIS gets out .

He walks to a fresh grave on which the first flowers are already starting to wilt . He sits down and takes a flower . He plucks it , looking at the grave steadily . He says nothing for a long time .

He runs toward THE CAMERA , happy and laughing , in SLOW MOTION .

LOUIS is now weeping , but he seems calm just the same .LOUIS looks at :

He is not put out of countenance in the slightest by PASCOW 'S appearance ; he probably knows PASCOW is just a figment of his conscience or imagination , and so do we .

He 's crying harder . Abruptly he reaches out at the floral tributes and knocks a bunch of them over .

THE CAMERA MOVES LEISURELY along this hallway , which is lined with pictures of RACHEL , ELLIE . and GAGE -LRB- there may even be a couple in which LOUIS is featured , but damned few -RRB- . Near the end of the hall a door is open and light spills out .THE CAMERA GOES THROUGH THE DOOR and into the room where ELLIE is staying . She 's in bed , still badly upset . RACHEL is sitting on the bed beside her . There 's a single lamp on the bedside table .RACHEL turns off the bed - lamp .She kisses ELLIE .RACHEL gets up and leaves the room .

PASCOW is here , halfway down the hall to the stairs , bloody as ever . RACHEL does n't see him . She looks perplexed , a woman trying to think of something . She stops very near him .RACHEL suddenly straightens . She looks startled and afraid .She suddenly heads for the stairs , fast .

SOUND : A car starting up . The station wagon backs out and heads down the driveway . As it passes THE CAMERA , we see LOUIS driving . The wagon turns onto Route 9 and heads off . CAMERA HOLDS ON THE HOUSE . A beat of silence . Then : the telephone starts ringing .

IRWIN and DORY are watching RACHEL with some anxiety . RACHEL is holding the phone to her ear . We can hear the FILTERED SOUND of one ring after another . She hangs up .Good old IRWIN 'S face says that maybe LOUIS went out for a couple of grams of coke and a whore in Nazi SS boots . RACHEL is dialing another number .

He shuffles to the telephone . His Walkman ` phones are around his neck . He 's got a bottle of beer in one hand .

The buzz of an open line . Connection broken . JUD slowly replaces the receiver . The man looks very grim .

RACHEL comes down the stairs , dressed for travelling . She 's carrying a suitcase in one hand . Her parents meet her at the foot of the stairs .They all turn to :

SOUND Of a car engine , THROBBING AND LOW . It cuts off . CAMERA MOVES IN on the low stone wall between the cemetery and the road . Beyond it we can see the roof of the CREED station wagon . LOUIS appears , dressed in dark clothes . He looks both ways , then tosses a big duffle bag over the wall . Stuff clanks inside . LOUIS climbs over the wall , grabs his bag , and checks out the scene .

A quiet city of the dead . Spooky . SOUND of crickets : Ree - ree - ree .

LOUIS approaches it slowly and sets down his bag of grave - robbing equipment . He sets aside the remaining floral tributes and then opens the bag and takes out the spade . He looks down at the grave for a long second .He starts to shovel .

Digging . throwing . digging again . Already the shape of the excavation is beginning to show . The work is easy ; this earth is new and fresh .

Everyone looks impatient , but RACHEL looks half crazy .SOUND : Bing ! There 's a general groan . CAMERA MOVES IN ON RACHEL , who has closed her eyes . I think she 's praying .

This is the Captain speaking. I'm sorry about this delay, folks, but we've got a real low ceiling tonight and air traffic control's playing it safe. Looks like it's going to be about half an hour before we get on a roll, so I'm turning off the NO SMOKING sign.

I'm delighted to tell you that we've got a strong tail - wind tonight and we expect to arrive at Boston's Logan Airport almost on time.

Now it 's pretty deep . Four feet , maybe . LOUIS is standing in it . We see his feet as the shovel goes up and down , up and down .

He 's sweating and dirt - streaked . He 's tossing dirt on a big pile . Suddenly , as he takes another shovelful , we hear a SCRAPING SOUND . He tosses the shovel aside and squats .

There 's a white streak on the bottom of the grave - the top of GAGE 'S coffin . LOUIS swipes his hand through the loose dirt , uncovering more , and then he begins to sweep off the top of the coffin with his hands .

JUD comes out . He 's wearing a light jacket . His Walkman ` phones are around his neck . He 's got a six - pack . He looks at :

He sits down .He puts his earphones on . Cracks a beer . Lights a cigarette . Pushes the PLAY button on the deck . Faint SOUNDS of The Clash buzz - sawing `` Rock The Casbah . '' JUD begins to watch .

He climbs out of the grave and opens his duffle bag . He starts to pull out the pick . SOUND of an approaching car . LOUIS freezes .

A police car comes cruising slowly along . The spotlight on the driver 's side comes on and runs along the graveyard 's stone wall .

It reaches the end of the wall . Everything looks jake . The spotlight goes out and the police car speeds up .

He relaxes perceptibly . He gets the pick and drops back into the grave .

LOUIS inserts the tip of the pick in the flange of the coffin and levers it . CRACKING SOUND . Again . More CRACKING . Again . And the lock breaks . The coffin lid comes up a little , dirt gritting in the hinges .

He 's lying on his stomach , reaching in . We hear the SOUND of dirt grating in hinges again .

We 're looking up into his face . If GAGE had a POV , this would be it . LOUIS 'S face fills with a terrible grief .

His chin slips to his chest , even though we hear Creedence on his ` phones and to him the sound must be at blastoff levels . There 's a long round ash on his cigarette in the tray . A couple of empty beer cans on the table beside him . A truck blasts by , startling him out of his doze . He jerks his head up suddenly . and slaps himself . He 's okay . for now .

He is sitting on the edge of the grave , holding his dead son in his arms , rocking him . GAGE is back to us . We see only a small limp figure in a dark suit . Hair flops limply .The canvas tarp has been spread open to the right . LOUIS begins to lay his son down on it .

It 's littered with flower petals . One limp hand appears among them .

He closes the tarp over GAGE , making a roll . He then produces rope from the duffle bag . He cuts the rope and begins to tie one piece around one end of the canvas roll containing the corpse of his son .

Her seatmate is knitting something . Across the aisle sits VICTOR PASCOW , bloody but serene , hands clasped in his lap , looking straight ahead . RACHEL looks around tensely .PASCOW clenches his fist in a `` That 's one for our side ! '' gesture .Her SEATMATE looks at her a bit strangely .

He 's got the bundle containing his son and the duffle - bag with the tools . He runs bent over . He reaches the wall and there 's the SOUND of another motor . He crouches at the base of the wall .

Here comes that same police car . The spotlight runs along the wall .

Crouched . Now we see the COP looking over the top . If he looks down . but he does n't . Instead he turns around so we see his back . LOUIS looks up , miserably scared , pouring sweat . Silence . Then : SOUND of the cop taking a whiz .

Ah ! Relief . SOUND of his fly being zipped . He looks back at the cemetery for a moment .He walks back to his cruiser , gets in , and hauls ass .

He collapses with relief . Then he gets up and looks cautiously over the wall . Nothing there but his car , parked a little way down on the other side of the road . He tosses the duffle bag over the top of the wall . He puts the canvas roll containing GAGE on top of the wall . Then he vaults over .

He takes the roll , gets the duffle bag hooked over his shoulder by the string , and runs across the road like a soldier crossing enemy territory . He goes to the rear of the wagon .

He puts the body down . He feels in his pocket for his keys . No keys . Mild consternation . He looks around , feeling exposed . The other pocket . Still no keys . More consternation . He begins to hunt feverishly through his pockets . Maybe in his jacket ? Nope . SOUND : An approaching car .

He turns his pockets out , spilling change everywhere . Nothing . Suddenly a little light goes on in his eyes . He goes to the driver 's side of the car and looks in at :

He snatches the keys and returns to the back of the wagon . He uses the key to open the doorgate . He puts GAGE 'S body in gently , then the duffle bag . He closes the doorgate and returns to the front of the car . He opens the driver 's door and freezes . LOUIS returns to the rear , gets his keys from the doorgate , comes back to the front , gets in , and drives away .

People are debarking into the gate area . Through them comes RACHEL , running fast , pushing some people , excusing herself incoherently . PASCOW is walking near her .Without looking at PASCOW , RACHEL takes off her shoes and runs .

She 's sprinting down the concourse - look out , Joanie Benoit !

The FEMALE GATE AGENT is starting to close the jetway door .The GATE AGENT looks puzzled , as if she just had a thought -LRB- or maybe a gas pain -RRB- . She stops closing the door . RACHEL runs into the area . She sees :

RACHEL bolts down the jetway . The GATE AGENT stares after her , and then runs for her stand , where we can see FLIGHT 61 and BANGOR on the slide - cards . She picks up her mike .

RACHEL stands all alone at the end of it . AMPLIFIED SOUNDS OF JET ENGINES .

He 's fast asleep with the tinny sound of Graham Parker coming out of his Walkman ` phones . SOUND : An approaching car .

The station wagon turns in and parks . LOUIS gets out . He opens the back , removes the body in the tarp and the duffle bag filled with tools . He manages to get everything together and walks to the edge of the path . He looks at :

LOUIS is crying . He crosses to the deadfall .He begins to mount the deadfall .

He reaches the top . And woven into the deadfall , behind him , facing the Pet Sematary , is that snarling face . LOUIS descends the other side .

The path winds onward through those gigantic trees - it glows slightly .

That phosphorescent glow is a lot more pronounced . SOUNDS of CRICKETS and FROGS . The water is mucky and still . Hummocks stick up like knobs on the back of a creature best not seen . Fog drifts through the dead trees . LOUIS does n't want to go in there . Smart man . I would n't either . But he does .

PASCOW is lounging back against the rack of folders - and getting some of them bloody .The CLERK starts looking through her papers .

I'm sorry. it's been very busy tonight. I really do n't have anything.

He comes walking toward THE CAMERA with GAGE in his arms and the duffle bag over his shoulder . Mist swirls around him . The landscape is weird , surreal . CRICKET SOUNDS , AMPLIFIED . In fact there are a lot of swampy , marshy SOUNDS - too many . It sounds almost prehistoric . SOUND : HARSH , SCREAMING LAUGHTER LOUIS stops . He looks slowly around at :

A demonic face takes shape in the mist and FLOATS SLOWLY TOWARD THE CAMERA . It runs out a tongue that 's about nine feet long . Its eyes blow out . Blood and thick , gooey stuff runs from the sockets .

We can barely see them because they are thick in mist , but he is standing on a couple of low , marshy tussocks . Suddenly a thick tentacle slimes its way out of the standing water and slithers around his ankle .

MYRIAD SOUNDS , none of them pleasant - laughter , gobbling howls , screams . Sounds like the swamp has been invaded by a pack of escaped lunatics . LOUIS continues on regardless .

LOUIS comes into the frame . He 's obviously tiring now , but he keeps moving along . SOUND : Approaching footsteps . Big ones . Thudding ones . Something is coming which sounds approximately the size of a Tyrannosaurus Rex . And it just keeps getting louder and louder and louder . LOUIS looks plenty scared . SOUND : A falling tree .

Those SOUNDS keep getting closer and closer . Another tree falls - we see this one . And now we see a SHAPE - just a SHAPE .

It is vaguely manlike : perhaps sixty feet tall , perhaps eighty . We do n't see it very well , nor do we have to - I 'm not even sure it 's flesh and blood . But there is a clear suggestion of a head . Now it turns and looks down . looks at LOUIS CREED . We see great yellow eyes the size of lighthouse lamps . It makes a huge GRUNTING SOUND . and then walks on .

The SOUND OF FOOTFALLS is slowly diminishing .Slowly he begins to walk again .

In the extreme f.g. is a tree which has just fallen - it is no small tree , either , but a great big old fir . LOUIS approaches it . Stops . Looks at the tree . Looks down at :

Here is a gigantic animal track - if it was full of water , LOUIS could swim in it . It looks like no animal track we 've ever seen before . Three big claws at the end of it .

Looks up again . His face is set and hard .He starts to walk again .

SOUND : The wind , lonesome and keening . THE CAMERA MOVES SLOWLY toward the slope , dreaming its way over those rocky cairns . most of them burst apart . SOUND : Tortured breathing . Panting . LOUIS toils his way into view , carrying his bundle . He reaches the top . He makes his way slowly into the burying ground . He stumbles over a rock . Falls down . Slowly gathers his things together and gets up again . He goes a little further and then stops and looks at :

He slowly kneels down . He puts the canvas tarp to one side and slowly takes the pick and shovel from the duffle bag . By now he is clearly a man approaching total exhaustion .

Both of them look tense . RACHEL is bolt upright behind the wheel . Suddenly , BANG ! as one of the tires blow .

It goes skidding and slueing across the road , the rear tire half off the rim . IT climbs the curb and hits a tree .

She lurches forward , but she 's wearing her seat - belt - good girl ! She unbuckles it and gets out .

She looks at the car , which now has quite a bit more wrong with it than just a scratch up the side . RACHEL slumps , near tears . LOUIS is n't the only one who 's been through a lot tonight .PASCOW comes from around the tree as RACHEL walks to the road , looking for cars , or something . He looks urgent and upset .RACHEL looks around uncertainly . a little afraid . As she scans the scene she looks at - and through - PASCOW .After a moment of silence she turns back to the road . Lights appear and brighten as a car approaches . RACHEL steps to the shoulder and after a moment she sticks out her thumb , surely for the first time in her life . The car sweeps by her without slowing .

LOUIS 'S hands enter the shot and put a few more rocks on it . THE CAMERA PULLS BACK and we see him surveying his work . Beside him is the canvas tarp , now open and empty . Absently , LOUIS stuffs the tarp into the duffle bag -LRB- where his tools have also been replaced -RRB- and stands up with a wince . One hand goes to his lower back . He looks down at the cairn .He turns away toward the stairs .

She 's walking down the shoulder with her high heels in one hand . Lights . An approaching car . She turns , thumb out . The car blasts by .She starts walking again .

LOUIS is moving down the path . As he passes the tire swing he pushes it , setting it in motion .

LOUIS slings the duffle bag wearily to one side and goes into the kitchen . CHURCH is under the table but LOUIS Does n't see him .

SOUND of LOUIS slowly plodding up the stairs . He comes into view , dirty and exhausted , his hair hanging in his face . He walks down the hall toward the master bedroom .

The clock on the bedtable reads 2:17 A.M. LOUIS falls face - first on the immaculate bedspread and lies still . In this shot we should note the closet door is standing open .

THE CAMERA MOVES IN SLOWLY . Holds . Nothing for a beat . Then : A small white hand slams up through the rocks , hopefully scaring the living shit out of us . CAMERA MOVES CLOSER as the hand begins to feel around . It takes one of the rocks and pushes it aside . Another . Another . Another . The SOUNDS are not encouraging . It is GRUNTING and GROWLING . There is nothing human here . Rocks begin to tumble as GAGE starts to come out of his grave .

Fast asleep on the coverlet in his dirty jeans and black sweater .

My babe is still takin ' a hike . But here comes another vehicle .

THE CAMERA MOVES IN on that snarling face . SOUNDS : GAGE coming . Dead dry breath . Low snarling noises . Now we see small feet in dirty black shoes walking down the deadfall .

Suddenly , as the lights appear , she does a Claudette Colbert , pulling her skirt up and exhibiting a very lovely leg . Lights - it 's an Orinco truck , naturally - spotlight her . The truck stops .

He 's under the kitchen table , green eyes gleaming . I think he loves dead , hates living . SOUND : The doorlatch . CHURCH MIAOWS .

GAGE 'S shoes grit slowly across the linoleum , leaving dirty tracks . CHURCH turns to watch GAGE 'S passage , and then follows .

CAMERA HOLDS ON LOUIS as those gritting footsteps approach . Then we pan to the closet . On the floor is LOUIS 'S little black bag . We hold on this as the footfalls near . A small white hand enters the frame and pulls the doctor - bag out of the closet . Now another hand enters the frame and opens the bag . The hands search around inside and bring out a scalpel . They hold it up . The GAGE - THING makes a contented SOUND .

That's all right, babe. Only if we get stopped, next time I'll be the one hitchin' and you can give me a ride.

More deeply asleep than ever . Suddenly , from inside , comes the sound of Quiet Riot singing/screaming `` Bang Your Head . '' It 's the stereo , and boy , is it cranked . JUD straightens up so suddenly he almost falls off his chair . His hands go first to his earphones - his first thought on waking is that it 's coming from there - and then he hurries inside . CAMERA PANS DOWN to small muddy tracks on the porch floor .

He hurries in , turns on the light , and rushes across to his stereo system , which is state - of - the - art digital - it looks like a flying saucer among the more traditional furnishings of the room . He shuts it off and looks around , frowning . SOUND : Todd Rundgren , singing `` Bang on the Drum All Day '' at the top of his voice . JUD 'S head snaps toward the SOUND .

THE CAMERA PULLS BACK as JUD hurries across the kitchen to the counter , where the radio is . He turns it off , looking around , more bewildered than ever .He walks toward the door which gives on the hall .

It 's dimly lit by light - spill from the living room and kitchen .SOUND : Molly Hatchet , `` Flirtin ' with Disaster , '' being played top end , from upstairs . JUD hurries up . Let me suggest that there is a certain psychology at work here - for the moment he 's more concerned about waking the neighborhood with all this high - decible rock and roll than with the prowler . and he would certainly know who - or what - that prowler was , if he had time to think .

He enters and turns on the light . We see a portable phonograph with the record , turning . JUD rushes over and turns it off . He looks around , and we see by his face that he knows .He goes to the window and looks out at :

He turns slowly and walks toward the bed .He reaches in his pocket and brings out a pocket - knife . He unfolds the blade .SOUND : Miaow !

A small hand holding a scalpel shoots out from beneath the skirt of the coverlet and slashes JUD 'S calf ,

The other hand shoots out . GAGE grabs one of JUD 'S ankles and pulls .

This one 's got ta be pretty rough . George will know what to do . We finally see GAGE , but it should be clear to us that it 's not really GAGE at all . Some daemonic presence is riding inside the mouldering , disfigured shell of GAGE . There is a struggle . JUD is repeatedly slashed with the scalpel . Perhaps he gets GAGE a time or two with the pocketknife . GAGE screams and gibbers - nothing intelligible here ; only sounds . JUD expires . GAGE sits on top of him . and then bites into his throat .

Headlights . RACHEL 'S truck has arrived . It pulls up . RACHEL opens the passenger door , which is on JUD 'S side .

We can see PASCOW sitting in the passenger seat where RACHEL just was .She closes the door and steps down . The truck starts off with a HISS OF RELEASED AIRBRAKES . As it pulls past her , RACHEL starts across the road , when :She stops , startled . Her face wears a `` did I hear that ? '' expression . She looks back toward JUD 'S house .RACHEL walks halfway up JUD 'S paved walk and looks at :

She goes . Up the steps to the porch . All through this she 's been travelling with two bags : her handbag and a light tote with her initials on it . Now she sets the tote down on the top step and opens the porch door . She looks very uncertain . This is the wee hours of the morning , and someone else 's house . But . that voice .RACHEL looks stunned - rocked . She steps onto the porch .The door to the house swings open . After a moment CHURCH comes into the doorway and sits down .She crosses to the open door .No answer . RACHEL steps in .

He 's restless , having a very bad dream , from the look . He rolls back and forth . Closer and closer to the edge . Finally , with a wild yell , he goes over onto the floor .

He comes awake . Sits up . Ouch ! He 's aches from top to bottom and side to side . but his back is worst . His hands go to it .He starts to get up very slowly , and this his eyes fix on :

He scrambles for the closet , his aches and pains forgotten . He stares in wildly .

He pulls the doctor - bag out . His original hope is now tempered with the first signs of fear . He begins to go through the doctor - bag . Suddenly he brings out a case and opens it . The case is empty , but the indented shape is clear . There was a scalpel in this case . but not anymore .

LOUIS stands there , tensely listening , for a moment or two , but there 's only silence . He rushes down the hallway and opens the door to GAGE 'S room .

Nothing . The phone RINGS . LOUIS almost jumps out of his skin reaching for it .As IRWIN says this , LOUIS 'S eyes fix upon something .

One set comes in from the shed - garage and heads for the parlor and upstairs . The other comes out of the parlor and crosses to the kitchen door giving directly on the outside .

In his eyes we suddenly see that he understands everything . or almost everything .But LOUIS , whose last few responses have been almost trancelike , hangs up . He looks at the tracks , then goes into the parlor .

Tiny bloody hands lift it off the cradle . A tiny bloody finger dials .

The phone starts to ring . After two or three ringy - dingys , LOUIS , looking extremely upset , comes out of the parlor and picks it up .LOUIS is dumbfounded . slack - mouthed with terror .GAGE begins to giggle . a really awful sound .CLICK ! The GAGE - THING hangs up , still giggling .

He puts the doctor - bag down on the bed and roots through it . He comes up with three syringes , still wrapped in paper , and puts them aside . Then he roots around some more and comes up with several ampoules . He holds one up for inspection and we can read the word MORPHINE on it very clearly .

He carries the syringes and ampoules of morphine over to the window . His hair has gone partially white . He fills all three syringes with morphine -LRB- using two ampoules for each syringe - i.e. , enough to kill a polar bear -RRB- and puts them in the left breast pocket of his shirt . He puts the spare ampoules in the right breast pocket of his shirt . LOUIS is slowly going insane . What remains of his rationality is like a rapidly fraying rope .He leaves the room .

LOUIS comes out the door . In one hand he 's got a raw pork chop . In the other he is carrying a pair of Playtex rubber gloves . He walks to the soft shoulder and waits for an Orinco truck to pass . Then he crosses .

He hurries down the steps , goes to the chop , sniffs it , and starts to chow up . He looks up at :

He finishes with the gloves , gets one of the loaded syringes out of his breast pocket , holds it up , squirts a drop out of the tip , then moves toward CHURCH . CHURCH looks up . LOUIS stops moving . CHURCH starts eating again , and LOUIS starts moving again as soon as he does . All the time he talks to the cat in that soothing voice . He bends down . and grabs him . CHURCH begins to squall and fight . LOUIS holds onto him . He tries to get the syringe into the cat and CHURCH almost gets away .

The needle is still dangling out of CHURCH 'S haunch . The cat looks dazed . It tries to walk and falls over on its side . It tries to get up . and then falls over again .He walks to the porch steps and picks up the tote - bag .

Any doubt he might have allowed himself the luxury of having is erased by the initials - R.C. , same as the cola .

Twang ! One of the few remaining strands of sanity has now parted . He looks back at :

He strips off the rubber gloves . He tosses them onto the table beside JUD 'S beer - cans as he goes inside .

It 's dark in here , and spooky .No answer . He looks down and sees :

He goes over and picks up the shoe . It 's a three - quarter heel , and it 's pretty badly scuffed . RACHEL , after all , did some pretty hard travelling to get here . There 's a spot of blood on it . SOUND : A low giggle . LOUIS looks up :

He takes one of the loaded syringes from his pocket .He begins to climb the stairs .

LOUIS arrives on the landing . We begin the nerve - wracking business of checking rooms . First , the bathroom . and the shower curtain is of course pulled . LOUIS yanks it back . Nothing . He checks the linen closet . Nothing . Goes back to the hall . Looks down it . He walks slowly along it . He checks one room . It 's a guest room . Shadowy and empty . Down the hall . A closet door . A bag falls off the top shelf , and a bunch of ceramics inside it SHATTER LOUDLY . LOUIS flinches back . Down the hall . Now he 's at JUD 'S room . He goes in .

He checks the closet . No go . He steps around the bed and sees :

He gets down on his hands and knees and examines the bloodstain . He sees the skirt on the bedspread . He lifts it . He is nose to nose with JUD , who is dead with his eyes open , an expression of incredible horror on his face . The DOOR SLAMS . LOUIS bolts to his feet as GIGGLES fade down the hall . Slowly , he kneels down and speaks to the skirt of the spread , which has mercifully fallen back into place .There 's a SQUEAKING , SQUEALING SOUND . LOUIS turns around . He gets up again . He starts for the door . Then he turns back and speaks to JUD again .He goes out .

He takes one of the two remaining loaded syringes from his breast pocket .Another SQUEAKING SOUND . And another GIGGLE . LOUIS starts slowly forward . He gets about halfway down the hall - and our nerves are tuned to the breaking point - when there is a SQUEALING CREAK and a GRATING THUMP from overhead .

This happens fast . The trap - which presumably gives on the attic with a set of folding stairs - rises , and RACHEL 'S body plunges down through and then hangs , swinging : she has been bound around the armpits and as become a grotesque parody of MISSY DANDRIDGE . Half her face is gone . Eaten .

He SCREAMS and backs against the wall . Twang ! The last silver thread parts .

He leaps down , crashes on the floor , and then picks himself up . He is waving the scalpel .

I wo n't choreograph all the moves , but GAGE slashes his stunned father up pretty badly with the scalpel . He 's screeching the whole time . LOUIS finally begins to react . He grapples with the little critter , and tries to get the syringe into him . No good . It 's batted out of his hand just before he can do it . It breaks . LOUIS and GAGE fall to the floor . LOUIS gets the other syringe out of his pocket , but it 's also knocked out of his hand . Only consolation is this one is n't broken . It rolls off along the floor . LOUIS finally manages to get it again as the struggle goes on , and plunges it into GAGE 'S neck .He gets to his feet , clawing for the needle lolling out of his neck . He 's lost all interest in his father . He goes staggering away . He 's slowing down . He goes to his knees . and falls on his face . LOUIS watches this . and then his vacant , half - catatonic gaze goes to :

Time has passed . It 's late afternoon . LOUIS comes out with a sheet - wrapped form in his arms . RACHEL , of course . He sets the body down and goes back inside .

He 's splashing around a can of coal - oil . When he 's got the room wetted down to his satisfaction , he goes to the door , lights a match , and tosses it . Flame runs across the floor . The fire is slow at first , but then it begins to gain rapidly . LOUIS goes out .

He picks up the sheet - wrapped form of his wife and walks around the side of the house as flames shoot through the kitchen windows .

LOUIS appears with his shrouded burden and approaches the road . - PAGE 134 MISSING FROM HARD COPY -

CAMERA HOLDS FOR A MOMENT , then rises and looks toward the CREED house . There 's one light on - in the kitchen . TOLLING CONTINUES : Three . four . five .

LOUIS is filthy , covered with dried blood . He is playing at Patience . He holds a handful of cards . TOLLING CONTINUES : Six . seven . SOUND : The back door opens . SOUND : Crickets from outside . Ree - ree - ree . SOUND : Gritting footsteps . LOUIS looks up . He does n't look behind , at what 's coming . He looks straight ahead .He flips up one card . TOLLING CONTINUES : Eight .

It 's the Bitch , the Queen of Spades , she who supposedly poisoned the laddies in the Tower . LOUIS 'S hand falls upon it . TOLLING CONTINUES : Nine . ten .

A hand clotted with grave - dirt falls on his shoulder . A woman 's hand . TOLLING CONCLUDES : Eleven . twelve .FADE OUT ON THE SOUND OF CRICKETS .

TINNY CHEATIN ' HEART MUSIC , the dull GROAN of a TRACTOR , CRICKETS CHIRPIN ' love songs , sporadic ZAPS from BUG LIGHTS , and an occasional random THWOCK as we -

Out west where the sun descends gloriously over desolate mountains . A sense of timeless and incorruptible beauty if you ignore the TWANG of the MUSIC , the SPUTTER of the TRACTOR , the ZAPS , the THWACKS . and something else . MEN 'S VOICES . Garrulous with drink , fraternity and amusement . We PAN DOWN TO :

A man , JOSE , is on the roof , wrestling with a rickety satellite dish , stringing wire , trying to get it to work . -LRB- We get glimpses of him throughout the scene as he struggles with what is assuredly a pirate operation . -RRB- Four of six floodlights nailed to the roof cast pools of yellow into the gathering darkness . ROY `` TIN CUP '' McAVOY stands under the swarm of moths crowding the brightest light , hitting golf balls . THWOCK ! Launching them , really , into the deepening night . There 's a beer between his legs . Behind him : A group of men forms a semicircle , facing away from Tin Cup . These men are the range regulars : CURT , CLINT , EARL , and DEWEY . Each man has money in one hand and his preferred libation in the other . They 're all looking back and forth between the bug lights hung on the back wall , and muttering what sounds like bets to : ROMEO POSAR - a smaller man , he stands at the center of the group with a handful of cash . Romeo is a part - time bookie and full - time driving range man . Born across the river in Mexico , Romeo is Tin Cup 's caddie , confidante , best friend .Their eyes rivet on the bug lights , edgy , hopeful , until . ZAP ! A BUG is ELECTROCUTED . And Dewey cheers triumphantly while the other regulars mutter curses about how they woulda , coulda , shoulda bet .Romeo quickly pays Dewey and more quickly takes money from the losers . It 's fast - paced , inane , time - killing gambling . Tin Cup looks over .The regulars flap dismissive palms and mutter in the negative as they turn back to Romeo and the action at the bug lights .Tin Cup leads the regulars inside .

Number one is the winner! Dewey has the winner. Pays five to two!

Shut up, boss - we got the Corpus Christi dog track on the dish -

All she knows is she likes the three dog'cause his name is Pride of Odessa'cause she's from Odessa.

So, Roy, you were saying you felt a little flutter for this doctor lady?

You're looking particularly lovely this evening - This is nicer than the leopard suit -

He's on business in Houston. You supposed to be out playin' on the golf tour.

This guy off the street, he could kick your ass on that golf course. Like he kicked your ass in junior golf. Like he kicked your ass in college. Like -

Get the hell outta here! Take your goddamn color coordinated corporate sponsored soul and get outta here.

The look comes over your face, you would bury yourself alive to prove you can handle a shovel.

` Cuz it's the only way you can beat David Simms. ` Cuz you never got over that he is on tour and you are not. ` Cuz you get that look on your face.

1981, Fort Washington Golf Club, Fresno, California, final round of the Tour Qualifying School.

A defining moment when you tried to hit the same impossible cut three wood into the wind from a hilly lie - four in a row out of bounds - until you finally pulled it off and tapped in for a thirteen.

When a twelve woulda got you on the tour! That was a defining moment and the definition was shit!

You're right about that, boss, but sometimes. sometimes. par is good enough to win.

We talking about the same tournament? The U.S. Open? The Biggest golf tournament in the world?

And then you pay out of your own pocket to go there and get all nervous and intimidated -

You always go out to shoot zero. Sometimes you pull it off. But you ca n't play like that at the Open. You win by taking what the course gives you. You win by being humble, which you are n't, and patient, which you never will be.

I do n't know, man. Right now you do n't even got the money to get your clubs out of hock.

No. My job is to get your head straight so you can qualify for The Open, much less win it. To get your head straight you got to forget about the doctor lady.

Then you got no problem telling the doctor lady you ca n't teach her no more till after the Open.

He may be a soulless robot but he's a rich, happy soulless robot with a beautiful doctor lady girlfriend who's got you by the huevos -.

Besides, how is getting into the U.S. Open gon na change what she thinks about you?

But you are who she thinks you are! Look, I do n't bet on a horse with a hard - on.

She did that after you let her dump you. It would n't kill you just once to tell her she's beautiful, she can dance, she's sexy.

Anybody comes to me for help on their love life about women is already too far gone.

Actually if you open the club face a hair and play it off your back foot -

It's all I'm good for - but you can count on me for that, at least.

I'm no expert, but it seems to me that the ` pursuit of a person's mythic destiny' is not the sort of thing that a person needs to get off a five dollar an hour job in order to do.

You ca n't ask advice about the woman you're trying to hose from the woman you're trying to hose!

Dollar bills. His divots got to look like dollar bills. ` Course Moe Norman hits divots like bacon strips ` cuz he come over the top, but that's gettin' too technical for you.

It ai n't occasional and it ai n't no tendency - it's a fact of life that he gon na blow sky high, it's just a matter of when and how fast can the pieces be put back together.

Tight par five, out of bounds left. you do n't want to hit driver.

You do n't need eagle to qualify! You need to get used to playing smart - no mistakes wins the Open.

You not going to listen to me? You do n't care I'm trying to help? You think I'm full of shit?

No, boss, I'm tired. my life's too short to spend it watching you fall apart. I done it too many times.

Well, I do n't think her nor me nor the God of Golf his self can keep you from blowing up in the Open.

There's a lotta triple bogeys out there waiting to grab your ass.

Shanks are like a virus - they just show up. Nobody can figure'em out.

He's got the shanks. We got the makings of a Greek tragedy here.

Como esta, amigo. I have with me one of the legendary ball strikers in the history of golf -

You think it would be inappropriate to ask Ray Floyd for an autograph?

You got a virus in your brain. I got to kill the brain to kill the virus.

Esta bueno. Now, turn your hat around backwards and put a blue tee behind your right ear.

What you think you look like hitting those squirrelly chili peppers up Freddy Couples' ass, eh? Do what I say or I quit.

Perfect. now hit a seven iron into that tree over there. You're ready.

You ai n't thinking about shanking, you ai n't thinking about the doctor lady, you ai n't thinking period. You just lookin' like a fool and hittin' it pure - your natural state.

Well, I should recommend you go work on your short game but I think it's better if you go get drunk instead.

Nothing like the sight of a finely - tuned athlete on the verge of greatness.

Almost missed the starting time trying to get you off the floor, boss. You do n't handle the hooch like you used to.

You were n't trying to make threes. You were trying to avoid making thirteen.

You got that shot, Pods, hood the seven, turn it over, start it low, right to left.

Two - sixty to carry, Roy. You got to lay up, man. I do n't care how good you swinging. You got to lay up.

It's a water hazard. You go up there and take a drop. Try to save par like you did yesterday.

You boys a sight for sore eyes. We so damn sick of guys in blazers and slacks that do n't wrinkle. It ai n't natural ` round here.

You're looking particularly lovely this evening. the coif is extraordinary.

Par to tie, birdie to win. you lay up too, Roy. You can make birdie laying up.

No time to be thinkin' ` immortality,' Cup. time to be thinkin' 7 iron.

She's right, Pods, a drop and a stroke, up and down par - we'll win it in sudden death.

Helluva move you put on that sucker, now let's get up there, take the drop, and make our par, tie Peter.

This is your last ball, man. If this gets wet, you disqualified.

Takes about two ounces of brains to figure it out. Anyone think they got a brain with two ounces of brains in it?

For Chrissakes, boys! A little self - confidence from the players' gallery. We ai n't talking long division.

You want to liven things up, Earl? That's a hell of an idea. Say everyone puts in twenty bucks and the pot goes to whoever solves the riddle.

Dewey. I'm the one asking the riddle. I already know the answer. I do n't getta guess. Although. We could say if I get to five hundred bounces and no one gets the riddle, I get the pot. And I know what you're thinking. It's an impossible riddle. Well, It's not. It's an easy riddle. And if somehow by the grace of fluke luck I win, and you all do n't agree it was an easy riddle, hell, I'll refund your money.

Okay, a man's driving down the road with his son and they get in a crash. Two ambulances come and take the man and his son to different hospitals. Son goes into the operating room, the doctor looks at him and says,' I ca n't operate on this boy. He's my son.' How's that possible?

Ma'am, I've been called a lot of things - but no one's ever saddled me with that one.

The first thing you got ta learn about this game, Doc, is it ai n't about hitting a little white ball into some yonder hole. It's about inner demons and self - doubt and human frailty and overcoming all that crap. So. what kinda doctor'd you say you were?

Take it off. All of it. Now! You're a smart woman, for Chrissakes - do n't you know the work of charlatans when you see it?

` Fuck.' ` Shit.' these are highly technical golf terms and you're using them on your first lesson - this is promising.

Sometimes a love sonnet and sometimes a Homerian epic - it is organic and of a piece, yet it breaks down into elegant stanzas and quatrains. The critical opening phrase of this song is the grip, in which the hands unite to form a single unit by the simple overlap of the smallest finger.

To the gods, yes. that he is fallible. As the weight shifts back to the left pulled now by powers inside the earth - it's alive, this swing, a living sculpture - and down through contact, always down, into terra firma, striking the ball crisply - with character - a tuning fork goes off in your heart, your balls - such a pure feeling is the well - struck golf shot - And then the follow through to finish, always on line - The reverse ` C' of the Golden Bear, the steelworker's power and brawn of Carl Sandburg's Arnold Palmer, the da Vinci of Hogan, the unfinished symphony of Roy McAvoy.

Some say it's because that's the best way to play through the winds of West Texas. and some say it's because I never finish anything. You can decide. The point is every finishing position is unique as if that is the signature left to the artist, the warrior athlete who, finally and thereby, has asserted his oneness with and power over the universe by willing a golf ball to go where he wants and how and when, because that is what the golf swing is about.

It is about gaining control of your life, and letting go at the same time.

There is only one other acceptable theory of how to hit a golf ball.

Yeah, woods are metal - do n't worry about it - and the driver's known as the Big Dog and I'm just saying to turn him loose, let ` er rip, let the Big Dog eat!

And if you hit one good shot - if that tuning fork rings in your loin - you ca n't wait to get back.

. and if ya would n't mind paying me in cash - there's a little I.R.S. situation I'm dealing with -

Were you being literal or was that some kind of Freudian type deal? Molly? Doctor?

A class act there, boys - probably the first actual ` lady type' female ever seen on these premises -

Free money, boys, what does Doreen know about the fine art of Greyhound breeding?

Yeah, but I got every other dog in the race. I'm just getting even with Doreen - I'm not trying to clean her clock.

I said get even, Pod. I did n't say shoot the wad. We better see that three dog rolling on his ass.

Yes, I was saying that. just before I was interrupted by. bankruptcy - a development that the ` Doctor Lady,' as you call her, will consider utterly predictable.

There. With equity and inventory it's worth twelve grand. more or less.

Only on condition you do n't sell right away, and me'n Romeo keep our jobs.

Equity, inventory, cash flow. not to mention an enhanced stature in the community, and prepaid membership in the Salome Chamber of Commerce.

Let's see. the tractor kid gets five bucks an hour. Romeo, he gets ten cash -

I still got two grand to pay off. And I ca n't see my new salary of seven bucks an hour plus lessons getting it done.

Well, put ` er there, partner! These two homeboys are gon na show the world what golf in West Texas is all about!

These fans did n't pay thirty bucks to watch a tour star lay up on a short par five.

No way. You're going for the green. These fans paid good money to see golf shots they ca n't hit, not golf shots they feel shitty about themselves for having to hit.

Thirteen years on tour and you're still a pussy. Hit the fucking one iron, Dave.

How you gon na fire me in front of all these people? Especially when I knock it on the green.

You ca n't fire me. How can you fire me? I just knocked it stiff from two fifty. Gim me that bag.

I'd hit it again because that shot was a defining moment. And when a defining moment comes along you define the moment or the moment defines you. I did not shrink from the challenge. I rose to it.

Greatness courts failure, Romeo. That's why most people, in their whole lives, never ever reach for the brass ring, never know when to dig deep and try for the impossible shot.

It's a business proposition. I'm offering you my winnings from all them tournaments this summer.

They ai n't all strictly minor league. One of'em pays almost two grand!

Now wait, Doreen. You got ta do the math, and you got ta look at how good I'm playing. I hit the shot of the tournament at the best - ball. They put it on national TV.

A former paramour once ascribed my fluid sense of time to being born under the sign of Pisces - something about floating through the universe -

Quit trying to wring that club's neck, Molly. Show it a little warmth and compassion.

Remember, this game's about trust and touch and letting go. So while I'm subtly enhancing your technical prospects, why do n't you tell me all about your personal life.

Your boyfriend's a golfer - that's my bet - and he's why you're taking this game up. Hell, I probably even know him -

He's taking her to Miami for the fucking Doral! How am I supposed to compete with that?

She must think I'm such a nothing, such a loser. a lousy driving range pro living in a Winnebago, making five bucks an hour plus lessons.

Well, she sure as hell knows I ai n't taking her to no Doral for massages and mimosas all weekend. I got ta do something with my life.

I got ta rise to a level worthy of the women that think I'm a joke.

Not just the biggest golf Tournament in the world ; the most democratic.

I mean it's open. Anyone's got a shot at it. You just got ta get past a local and a sectional qualifier, and unlike Doral or Colonial or the A.T.T., they ca n't keep you out. They ca n't ask you if you're a garbageman or a bean - picker or a driving range pro whose check is signed by a stripper. You qualify, you're in.

Who's intimidated? I just told you I'm gon na win the damn thing!

Well, since you're the authority, How'd you like to teach me how to be what I ai n't and never will be?

Yeah, well. my sticks may be in a pawn shop, but I got a rake and a hoe at the range.

And I'll give ya two a side. I got the title to my car as collateral.

That's cuz you think of it as transportation, Boone. Think of it as bragging rights. Think of yourself sitting around the bar crowing to your buddies about the Cadillac you won off Tin Cup McAvoy.

Did you hear that, Romeo? Boone was being profound! He has revealed to me the essential mystery of golf! Drive for show, putt for dough.

Listen, swami, your job is to teach me patience and humility, not to advise me on my love life.

Not all my thinking occurs below the belt. I actually stand for a few things beside where my next romantic interlude is coming from.

That would make an issue of something that ai n't an issue. Besides, I'm focused.

This is where I stand up for all the little guys everywhere who've had their fill of soulless robots like David Simms -

Man, ever since I let her dump my ass she just ca n't resist kicking me in it.

Great, Romeo, just great. just when I need you to be my friend and coach, you go get all gooey about one of my ex - girlfriends who just happens to be our boss.

Women are tougher to figure out than a feathered one iron from a tight lie -

I'm ready to charge forth in pursuit of my mythic destiny and I ca n't get time off work to do it.

I'm stuck. Buried. My life's a plugged lie in a kakuyi bunker with a tight pin position on a green with a stimp meter reading of thirteen.

Hose?! Hose?! Get your mouth outta the gutter! This is a matter of the heart!

What do I do? I mean. to do it. therapy. I mean, how do I start doing. it.

Suppose there's this guy. He's standing on the shore of a big, wide river. And the river's fulla all manner of disaster, like alligators and piranhas and currents and eddies, and most people wo n't even go down there to dip a toe. But on the other side of the river's a million dollars, and on this side of the river there's a rowboat. I guess my question's this : What would possess the guy on shore to swim for it?

No. He's a hell of a swimmer, see. His problem's more like. why's he always got ta rise to the challenge?

Y ` mean you're gon na make me feel lousy? I came here to feel better - what kinda therapy is this?

I ai n't just some jerk driving - range pro who drinks too much booze and eats too few vegetables.

She's seeing a guy. I do n't know how serious it is, but the guy's a real horse's ass, in my opinion.

Christ, I did n't know we were gon na get into my personal life!

Well, jeez, I know, but I did n't think it was that kind of therapy.

I should risk coming right over the top and snap - hooking it out of bounds left.

From the moment I first saw you I knew I was through with bar girls and strippers and motorcycle chicks, and when you started talking I was smitten and I'm smitten more every day I think about you - and the fact that you know I'm full of crapola only makes you more attractive to me because usually I can bullshit people but I ca n't bullshit you and in addition, most women I'm thinking about how to get into their pants from Day One but with you I'm just thinking about how to get into your heart -

Stunned, eh? So what about dinner and we can talk about ` us' and if we have a future and how to drop that horse's ass boyfriend of yours -

Hey! I just hit a eight degree driver off a cart path here, I'm staring eagle in the face -

I'm gon na qualify for the U.S. Open and kick your boyfriend's ass.

Whatever you think of me, you should know that your boyfriend hates old people, children, and dogs.

Thanks, boys - a man could n't have better friends. Now move the hell back and shut the fuck up. You're messing up my concentration.

I got a little carried away, I guess. I shoulda just layed up, made my par, and moved on.

I'm feelin' like par's a bad score, podnuh - fifty - eight's within the realm!

Did n't I tell ya? She's gon na be your guru partner. You handle my swing mechanics and she handles my brain mechanics.

Me an' the ` big guy' have an understanding. He's gon na lie low till I get in the Open - then. then.

Got my ` A' game with me today, folks. you're in for a real treat!

The way I'm swinging today, nothing bugs me - except insufficient applause.

I'm not going left of those trees. I'm going over those trees. with a little draw. That way I get home in two. That way I'm putting for eagle.

I think I'm gon na get penalized for slow play if you do n't give me that fucking driver.

But the seven iron, I never miss the seven iron. It's the only truly safe club in my bag.

What's this? You're quitting? First sign of adversity, you're quitting?

Thanks, boys, what ` ya think was my best shot - the seven iron on twelve, the seven iron on fourteen, or maybe it was the bunker shot on eighteen which, to my recollection was a - seven iron?

What?! I parred the back nine with a seven iron, I qualified for the regionals, I -

` Regression, delusion, denial'? You got ta use all this psychological language?

I'll bet you a thousand dollars against my car that I can beat you in any game - any game, you name it - with a seven iron.

You a coward? You gon na lay up the way you did at the Masters last year?

You're gon na need to muscle up, big guy - give it the old steroid jerk.

I broke my clubs - do n't ask why, my caddie's pissed off at me, I lost my wheels in a sucker bet, and my shrink thinks I'm a fool -'cause I probably am.

You're so shallow. The Good Doctor and I are dealing with my regression and denial -

No, grip it like this, so you're holding on with the last two fingers of your left hand.

The grip and address are about 90 percent of the golf swing, so pay attention here.

Now the stronger right - hand grip can help ya draw the ball, which I plan to do at the Regionals next week in Tulsa. just shift the hand over a little bit. blah, blah, blah.

She ca n't travel to Arizona for the Regionals - she's got a busy practice, y' know. so she made me this tape to play while I'm out there. keep me calm, cool, and collected.

A little James Taylor, little George Jones, little Kahlil Gibran, little this, little that. and a lotta the voice of the smartest chick I ever met.

Straight?! Thing's a roller coaster breaks four ways and dies at the hole - you're blind!

I got a blind caddie. just hold the stick, Earl - and be sure to pull it out.

Like a million others you made in your life, Roy. Just see it going in. Just feel it. right in the back of the jar. just pull the goddamn trigger, you pussy.

You shoulda been there, Romes, I drained a 30 - foot snake to qualify!

Earl gave me a straight read - the thing broke half a dozen times - missed ya, pods!

It's a little late to be pissed off! We're in the Open! You and me!

What's this? Garbo speaks? Of course I have the hots for her and I'm doing a damn good job of keeping things platonic and professional till I kick Simms' ass and show her I ai n't who she thinks I am because, in fact, I am who she thinks I am but if I win the Open I wo n't be.

I made it this far! I just got to hold it together for 72 more holes!

You're complaining again! Romeo's back! Whining, bitching, pissed off - you're my man!

He was a wheezing heart attack waiting to happen - cost me three strokes a side.

I carried my bag the last four holes. I love ol' Earl but I need you.

If you can remove the sexual connotations and overlay a golf theme, Romeo - I am your Juliet.

Awright. now that we got that bullshit outta the way, I'm gon na hit me some balls and start oilin' that sweet swing o' mine for the big boys.

Y' know why they named this game ` golf'?'Cause the words ` fuck' and ` shit' were already taken!

Look, everybody, this is great. I'm sorry I'm acting so pathetic but my swing's never abandoned me before. I just need a little time to work it out.

Maybe it's my grip. maybe I'm opening up too soon. too late. coming over the top. no, dropping underneath.

The therapist laughs at her patient? Is that how it works? A man is laid bare before God and he's the butt of the cosmic joke?

Some of this shit might actually work, y' know. I mean I think there's something to this hat with the pendulum golf ball thing. may be on to something here.

I assume I have the confidentiality of doctor - client privilege in regards to this outfit?

It ca n't be treated! It's much worse than whatever you thought it was.

Well, not right at the moment - but listen to me. You're with the wrong guy. I'm the right guy. Everyone tells me my face is all screwed up tight as a drum'cause I've been crazy about you from the day you showed up wearing this stupid stuff and the whole damn thing has both inspired me to get here on the verge of greatness yet it's also caused me to get the shanks which could humiliate me in front of a zillion people.

Such is life. So dump that phony bastard and come to the Open in my corner - you can delay your romantic urges, which I know are lurking in there among the excess of brain cells you possess - until the appropriate time.

Tell me which ones are my moments and I'll try to duplicate them.

C'mon, let's have a drink. Call it therapy. Charge me 75 an hour. Little Cuervo, little Freud.

Consciously you did n't mean it like that - but how about unconsciously, you're the expert, did you mean it unconsciously?

Put your money on me, Doc, the odds are fabulous and God knows I'm overdue.

Goin' to the U.S. Open with the shanks. Gon na be chili dipping my way around the course on worldwide television. sure, relax.

Tell me something, Romes - the absolute truth - you think I can go 72 holes without falling apart.

You heard me! I do n't want no bullshit. do you think I can do it?

Roy ` Tin Cup' McAvoy. Representing the great American Southwest.

Look at these balls. Brand new Titleists. Lookit'em, every one a brand new Titleist.

Sneak a few in the bag when you get a chance. We swipe enough free shit we might even pay for this fiasco.

I think it's a dead giveaway, Romes. but if I still got the shanks we're gon na be found out real fast.

A little fucking thin?! I still got the shanks! Everybody's watching! Christ, Simms is here.

If you're the Mexican Mac O'Grady, Romes, you got ta figure out why I'm still shanking the ball.

What's the problem? I'm catching it on the hosel, right? Moving my head? I'm laying off it, I'm pronating, I'm supinating, I'm clearing too early, I'm clearing too late, I'm off plane, I ai n't dropping in - oh, God, my swing feels like an unfolding lawn chair.

No, I've learned my lesson. Gon na play it safe, smart, conservative. Fairways and greens. Hand me the two iron.

Eleven bogeys and seven pars. I did n't make a three. I did n't make one goddam three all day.

I missed a four foot putt on the eighteen for an 82, that's how.

Molly, it's okay, go away. I do n't need any attention right now.

Actually I thinned it a little or that pelican'd be flying around with a Titleist up his ass.

Yeah. well, as Walter Hagen once said - ` Sex and golf are the only two things you can be bad at and still enjoy.'

What the hell. You ride ` er till she bucks you or you do n't ride at all. I can save par from here.

Yeah. And I'll go for it tomorrow and I'll go for it Sunday, cuz I did n't come here to play for no second.

This is for Venturi, up there in the booth, thinking I should lay up.

. Rio Grande Short - Haul Trucking, Brink and Brown Sanitation, First State Bank of Salome, Wally's Smokehouse. You think a guy like me bothers to think about the percentages? -

Nothing to celebrate yet. Plus these are my people. I'm a waffle house guy - got ta stay in touch with that.

Yeah, I'm nervous. So's everybody else. But I only got ta come and catch Simms. Sixty - seven guys got ta come and get me.

It wo n't always be like this. y' know. with me. surrounded by all these guys. snoring. a stripper ex - girlfriend on the floor. my caddie sleeping next to her. all of us damn near broke. wo n't always be like this.

That's always been your problem, Dave. You do n't think about winning ; you just want to look good.

And it ai n't a rain - shortened Quad Cities or a Greater Greensboro you can back into. This is you'n me, pal. This is match - play, and this time you ai n't getting no three shots.

Fairways and greens, Dave. and do n't forget to wave as I blow by.

You ai n't gon na have that luxury, Dave. Not if you play to win.

He's laying up. Birdie to tie, eagle to win, and that gutless wonder's laying up.

You know something, Romeo? Eagle puts me ten under. No one's ever finished an Open ten under, not even Nicklaus.

This is everything, ai n't it? This is the choice it comes down to. This is our immortality.

Someday you can tell your grandchildren you finished second in the U.S. Open.

It's not difficult to talk. it's difficult to explain. I coulda laid up and still won. I made a twelve on the last hole of the U.S. Open. You know how much money that cost me?

Molly, I'm an idiot. I gave away the Open. The one time in my life I know the play is to hit the lay up - my whole life and future and career on the line, and I still ca n't make myself do it. I am a twisted human being and a cautionary tale. And I guess I'm a fool?

Some people do n't like West Texas but I think it's the most beautiful place on earth.

Y' know. a man goes through what I've gone through, he's supposed to learn something.

Tin Cup holds court .The regulars silently look at each other , reluctant to reveal the heft of their brains .Tin Cup begins bouncing a ball on the face of his wedge .That eliminates the most plausible theory in their minds . The men think harder .The regulars puzzle some more .All heads turn to take in the arrival of : MOLLY GRISWOLD Standing just inside the door - she 's a fresh - faced beauty in her early thirties , and she 's got all new everything the sport of golf requires : new bag , new clubs , new shoes , new clothes , new visor . she looks like she stepped out of an ad in Golf Digest . And all the men are asking themselves the same question : what 's she doing here ? The silence invites Molly to supply the riddle 's answer .Tin Cup misses the ball he 's been bouncing , breaking the spell . The regulars wait for Tin Cup 's response .The regulars snicker , enjoying her one - upmanship .They hurry out to the range , Tin Cup oblivious to his gaffe . And the regulars gather to look out the window - THEIR POV - THROUGH WINDOW To the range , where Molly is stretching and Tin Cup is discreetly waving to the regulars to get lost .

Father did n't sneak back in, right? He's still at the other hospital?

The doctor is the son's mother. Feminists pose the riddle to reveal how deeply our sexual stereotypes run.

You might try being saddled sometime - the smell of leather, the sting of a whip.

You're Roy McAvoy the golf pro? I pictured something. different. I have a seven o'clock lesson.

The word ` normal' and him do n't collide in the same sentence too often.

I think three under will qualify. You need birdie. I could shit.

I wish Romeo was here. I ai n't cut out to do this. I'm a spectator by nature. An observer. I'm a -

Actually, I am blind. 20 - 60 in one eye - and that's the good eye.

See, Dewey got you First State Banking of Salome, and Clint got you Short - Haul Trucking and I got you Brink and Brown sanitation -

God damn, we been driving for two days to help you in the last round -

Vegas has him at ten to one. They're sure he's gon na self - destruct.

That's a bad idea, honey - we love him, but he's gon na fuck - up -

And since I could n't get the post office to come aboard, me and my girl friend Muriel's gon na buy a fan club patch you can put anywhere you want.

Uh, something us shitheels want you to know, Tin Cup, is uh, well, we been to see Doreen, and we told her we'd stage a customer's strike if she did n't give you time off to win the Open.

It's a well - known fact that if a camera's not on him, he treats old people and children like dirt.

Them signs are at least thirty yards farther - that ball musta gone 220.

I'm a psychologist - in layman's terms call me a neo - Jungian, post - modern Freudian, holistic secularist.

Inner demons and human frailty are my life's work. I used to practice in El Paso but I've moved here now.

I'm sure there are excesses and repetitions here, but I believe in the gathering of knowledge and I figured, well, there must be some truths about the golf swing illustrated by these devices - and that you'd help me sort through it.

No. I can always tell when someone is lying to himself, but I'm quite susceptible and frequently wrong when that person lies to me.

Impressive. Y' know, I tend to process things verbally. Can you break down into words how you did that?

Roy. but at this point I think I'm more of the ` grip it and rip it' school. Hand me the driver.

This is, without a doubt, the stupidest, silliest, most idiotic grotesquery masquerading as a game that has ever been invented.

If you're such a legendary striker of the golf ball as everyone says, then why are you, at your age, out here in the middle of nowhere operating a barely solvent establishment, ducking the I.R.S., collecting a few pathetic dollars to buy your next sixpack - when you're capable of so much more?

Mr. McAvoy, I can appreciate that you have a fairly laid - back, relaxed lifestyle - but I have hours to keep.

You amuse me, Roy. But I'm the only woman in America born after World War II who thinks astrology is a crock of shit.

In parlance you might understand, just kick back and let the Big Dog eat.

We're talking about you and what you like to call your inner demons, Roy, that human frailty you like to blather about, not some mytho - poetic metaphor you come up with in a feeble and transparent effort to do yourself credit.

You do n't have any inner demons. What you have is inner crapola, inner debris - garbage, loose wires, horseshit in staggering amounts.

You're being defensive - cut to the chase and tell me why you're here.

If you shared your heart with this woman - maybe asked her out to dinner - then it would force these issues out in the open.

Ahh. so what you're saying is that all your speeches about swimming across the shark infested waters are really just about your golf game - not about your personal life.

Look, it's rather simple. Those risks that you love to take on the golf course, the risks you talk so passionately and poetically about - you need to apply those risks to your personal life with the same passion.

Look, just walk up to this woman, wherever she is, look her in the eye with those big beautiful green eyes of yours, let down your guard and do n't try to be smooth or cool or whatever - just be honest and take the risk - you can do it!

I am one horrible shrink. jeez. I did n't know you were talking about me.

Well, I counseled you, you did exactly what I said, and I just. poured cold water over your effort.

I did n't get it. I'm a terrible shrink, probably. I should've never got out of real estate - actually I should never have left Ohio for that cowboy in Armarillo - have you ever been to Amarillo?

It's not as romantic when you're actually with one - a wrangler, y' know - so of course the oil man in Dallas looked great after that - I do n't know what I was thinking. That's when I went to the gulf and ended up in, well, trailer sales and then all those condos in Corpus Christi - the bottom fell outta the market and I needed a new gig -

Anyway, I'm flattered you asked me out. I ca n't accept because I am involved with David and I have n't seen any evidence that he treats old people, kids or dogs badly.

Look, I want to propose something - as long as you understand this is professional - we're not going out together -

I can help you with the mental aspects of the game. You've got Romeo to be your swing doctor, I can be your head doctor.

I'll trade my services for golf lessons and help you through the qualifying. If you get into the Open, well, you're on your own.

He does have the occasional tendency towards self - destruction it seems.

I find him mildly attractive when he's obnoxious and arrogant like this -

Your job is not just to qualify for the Open, it's to prepare for the Open. My job is to help you prepare.

I did n't know you felt like breaking all the clubs in your bag.

From what I understand, the U.S. Open is the most difficult golf tournament in the world played under the most difficult circumstances with the greatest players - winning it means controlling yourself, managing your emotions, staying cool, not getting in a pissing contest with your caddie who, incidentally, quit.

Nonetheless, from the mental aspect - which is my domain - you have regressed and are fumbling somewhere between delusion and denial.

. ` Private victories precede public victories. You can not harvest a crop before you plant it.'

. ` Say not that I have found the truth but that I have found a truth.'

. when the going gets tough, the, the, the, whirrrrrrrrrrr, the, the.

Oh, Roy, Jesus. Quoting yourself, ` It is the paraphernalia for lost and desperate souls.'

Oh. Well. I just came over to congratulate you on the regionals and return your car - David says he does n't want it, just wanted to make a point with you -.

But I suppose we could have a therapy session right here and now -

Utterly exposed, completely vulnerable, the inner child trying to get out.

You always liked that part about saddling up, the smell of leather -

Unconsciously, Roy, I do n't have a clue what I'm talking about.

Does, ` integrity, tradition, and honor' include kicking a man when he's down?

David, I'll bet you a hundred dollars right now that Roy here can hit a ball -.

What about the river, the piranha, the immortality? All that bullshit? You gon na drag your ass home with an 83?

In fact, two hundred says he can hit it through that door, over the patio, into the river, and make that pelican fly off that post.

I'm not leaving till one of you men starts acting in a manly fashion.

I've got some money from the pelican bet - why do n't we go somewhere fancy and celebrate - get ready for the final round.

Those sound good to me - I want you to place a bet for me. Five thousand nine hundred dollars on Tin Cup to win.

Y' know, by finishing in the top 15 at the Open you qualified to be in it next year -

I'm thinking with your game you should go back to the Qualifying School, try to get out on tour.

Actually, I picked up a whole bunch of new clients at the Open. Lotta guys on the tour said if I could do that much for you, imagine what I could do for them.

That's great, Roy. and I'm learning how to listen to the tuning fork, throw caution to the wind, and take crazy risks I never thought were possible.

The lesson begins . Tin Cup can be slightly condescending in these situations , though she 's got him a little wary .She begins unpacking one of her bags , pulling out every golf gimmick on the market - swing aid straps to pull your elbows together , a ball pendulum that hangs from your hat , a metal contraption for your feet , etc. .He stares in disbelief as she tries to wriggle into some of this stuff . He 's enchanted and dismayed .She stands there with contraptions coming from every limb .She deposits all the golf gimmick devices in a pile .He tees a ball , hands Molly her driver and steps back .Molly takes a pitty - pat swing and whiffs , and mutters under her breath with the ease of a longshoreman .Molly unloads a mighty second swing . The club head bounces off the mat . The ball sits untouched .Tin Cup takes the club from Molly , motions for her to step back , tees up a ball , and rockets a drive into the night .He hands her back the club and tees up another ball . Molly just looks at him .Tin Cup takes a deep breath - this is his speech .-LRB- starts swing -RRB- Lowly and slowly the clubhead is pulled back , led into position not by the hands but the body which turns away from the target , shifting to the right side without shifting balance . Tempo is everything , perfection unobtainable , as the body coils , now to the top of the swing , in profound equilibrium . And then a slight hesitation , a nod to the gods .Molly stares back , exhausted and intrigued .Tin Cup does . She tees it up .She waggles the club head , then takes the club back .She stops , lets the club fall .She swings . Tops the ball . It goes ten feet .She cracks one dead solid perfect out into the night . It felt great and she knows it .Her speech is delivered without judgement or rancor , so matter of factly that he 's disarmed .She heads off to the parking lot . He stares .CLOSE ON MOLLY As she walks into the West Texas night . She smiles , enjoying Tin Cup 's confusion . Tin Cup just stares into the night , holding his cash , until JOSE 'S VOICE ECHOES down from the roof .

Tin Cup enters , cash in hand , as the regulars all gather excitedly around the TV monitor now coming in .Everyone 's glued to the set . A greyhound race comes on from a remote Texas track on the gulf .All eyes on the monitor - the dogs break .The starting box opens - `` THERE GOES THE RABBIT '' - the three dog breaks slow and trails down the front stretch .The one dog veers wide , going into the escape turn , annihilating the field . Dogs fly ass over teakettle like bowling pins , and -The three dog clears the pileup , untouched , hugging the rail . It has a ten length lead as it moves down the backstretch and past the toteboard . The race is over - the three dog wins . Deathly silence . Somebody flips OFF the TV . Finally , in a lame attempt to lighten the moment , Romeo speaks -

The marquee advertises : EXOTIC DANCERS/STEAK $ 4.00 . The parking lot is full of pickup trucks and beer cans . Tin Cup and Romeo head toward the entrance .Romeo does n't realize the truth in his own response .They enter the strip joint .

A nearly - NAKED DANCER on stage to a lot of whooping cowboys . Tin Cup moves in this world with ease and something that passes for grace . Everyone knows him .As they pass the stage , even the Naked Dancer interrupts her moment with a bunch of guys offering dollar bills -And backstage they go , easily waved through by another bouncer . They come up to a dressing room door . And knock . A voice from inside .TIN CUP AND ROMEO enter this holy of holies with complete familiarity . And there she is - DOREEN , 35 , at least , the classic chesty , hippie , big - wigged Texas goddess . She 's older than the other girls , and more experienced in every way . She 's smoking a cigarette and finishing up the touches on her stripper 's outfit . Tin Cup and Romeo stand at her beckoning .Tin Cup squirms as Doreen babbles a bit .Tin Cup finally digs into his coat pocket and produces some official - looking papers . He hands them to her .Doreen leans forward to examine the papers . She looks at Tin Cup with surprise .For a moment , Doreen can only stare dumbly at Tin Cup , caught off guard by this unexpected turn of fortune . Then she starts to consider the idea more seriously .Doreen nods in a way Tin Cup finds threatening .She smiles , he sighs .

Cut the horseshit, guys. So. the one and two dogs always run wide and the three dog always breaks slow, so I figure there's gon na be a big ol' pile of fur at the turn and the three dog's gon na tiptoe around it and walk on home. I was right.

Y' know I finally got rid of the leopard suit thing - it was so retro, y' know. it's not easy being a post - modern stripper.

This is how you think you can settle up? By deeding me your driving range?

To hit golf balls all day. when you're not breaking for beers or corn dogs or to gather the guys and lay bets on which crow flies off the fence next.

I'm referring to every nickel you snatch out of the till and every bag of beer nuts you lift from the rack, is what I'm referring to.

The DieHard/West Texas Calcutta, the Duvall County Boys Club Pro / Scratch, Woody's Steak House One Club Scramble. what do I want with all these entry forms?

It tells me you took an unauthorized day off. Next time it happens, you're fired. In the meantime, I'm putting in a time clock.

I can not give you time off to win The Open. I do n't care if it's your ` quest'.

. or any of those terms you vaguely remember from your Cliff Notes.

You shoulda treated me nicer when we were an item - then maybe I would n't be such a nasty boss. G'bye, Roy - I have a business to run.

Only way you'd ever go into therapy was if the shrink was a doll and you were trying to get her into the rack -

No, honey, you ai n't - but a healthy woman's only got two choices in this world of ours.

We're here to sponsor you in the Open. Me an' the boys have pooled our resources and come up with some cash so you can look and feel as spiffy as all them big - name pros.

Yeah, and you obviously still have a hard - on for the doctor chick - your face is all screwed up and tight like you have n't been laid in awhile -

It's not a good look for you. Roy, your heart is not the only organ you wear on your sleeve. There's a certain, vulgar appeal to your transparency.

We got ta go, boys. We got ta get us on a Continental Trailways and find this damn place!

Say, I have a little extra cash - why do n't we go somewhere fancy and celebrate - y' know, kinda get ready for the final round?

He played catcher on the high school baseball team. The star pitcher had this big - league curve, and not all his pitches hit Roy in the mitt. Finally, you got ta respect a man's doggedness. You know?

No! He just needs par to tie! Tell him to lay up! He listens to you!

Tin Cup parks his big old red Cadillac convertible out front . He goes around to the trunk , opens it , takes out his golf clubs , and carries them into the pawn shop .

Tin Cup 's domicile , parked near a slow - moving river . The red Cadillac is parked out front next to Romeo 's Mercury Comet .

Tin Cup sits on the couch , swigging Maalox .A CAR HORN SOUNDS from outside .Romeo opens the door , and steps outside .Romeo steps outside to greet Simms . Warily .

Romeo and Simms under the awning . A spiffy new car parked nearby . DAVID SIMMS , 38 , looking every bit like the successful tour pro he is . Payne Stewart to Tin Cup 's Maynard G. Krebs .Romeo is evasive .Simms wo n't be drawn into this adolescent competition - he 's too comfortable with himself and his success .Tin Cup suddenly appears in the doorway .Tin Cup ca n't quite believe this offer from his old nemesis but there are n't many options out there . He grabs Simms 's hand and starts pumping it , gushing with enthusiasm .Tin Cup wilts like a time - lapsing daisy . His hand falls free of Simms 's . Words fail him .Simms heads to his car .Simms nods in agreement , and exits . Tin Cup stands there with Romeo , feeling humiliated . POV SHOT - SIMMS drives away down the road .

Well, you tell him I'm in town for my big charity best - ball tournament, and I got a spot for him when he comes back from. whatever.

Romeo! You wound me. I'm fond of the guy, going way back to our days at University of Houston, when we won all those titles together.

I did n't have much craft back then - just a little native ability. Roy's a great ball - striker.

I want to win my own tournament, and he can help me if we can manage to behave like grownups together. Tell him that.

There is no catch. I put together a tournament with an elite field and a half - million dollar purse, and I'm tired of seeing all the money head out of town.

We're playing Cottonwood where you once shot fifty - nine, where you can shoot sixty - five in your sleep ` cuz you know every bump on every fairway, every subtle break on every green -

No, Roy. I did n't mean I want you to play with me. I just want you to caddie for me, read my putts, club me, that kinda stuff.

I ca n't bring a guy in off the street to play in my tournament. It's a big - time event, corporate sponsors, thirty dollar tickets. I got a network to cover -

I'll pay you a hundred for the loop, five percent of any earnings -

I got ta hand it to you, Roy. For fifteen holes you've seemed to grasp the concept here : I'm trying to win and your job is to help me.

I'm sitting on a two shot lead with three to go, and my partner's in his pocket. Suddenly, par's a good number. Gim me the seven Iron.

Thirteen years in a driving range and you still think this game's about your testosterone count.

But if you're gon na editorialize, do it on the other side of the ropes. I got no qualms about firing your ass right here, right now.

Balls versus brains, Roy. You hit that shot, just keep walking, ` cuz your ass is fired.

You just hit the shot that took you out of the money. Welcome to life on the tour.

Jesus, Roy, I'm on your side here. We go way back. I hope you get into the Open, but if you do n't play under control, you'll get slaughtered. Good players shoot 82 in the Open. You ca n't always go for it.

Molly, trust me on this one. Call it part of his mental preparation for the Open, where the rough is deep, the greens are slick, and the nerves are shattered.

They spelled your name wrong - easy mistake with a total unknown.

Oh he is. he's a very big name at a driving range in Salome, Texas.

I'm the last person who expected me to come out of the blocks with a sixty - seven and lead the Open. It's been a long time since I played this game with the fire and determination you need to win.

. you see, this game is all about integrity and tradition and honor.

So tomorrow I'll just go out there and try to make some good swings and, Lord willing, maybe I can put up another good number. Thank you.

Ca n't you see I'm busy?! I'm working! This is my office! Do I come to your office and ask you for an autograph?! Jesus.

I played in the Pro - Am with some asshole movie star shot 82 here once. how did a great ball - striker like you, a ` legend,' manage to shoot an 83?

Oh, Mol', this is just guy stuff, bar talk, part of the game - no offense, right, Cup?

I'll make it ten to one. Stick it up your ass. I'm leading the Open.

Sorry, Roy, ca n't believe I did n't see you with all that high - priced endorsement crap you're flaunting.

That's just Roy being Roy. Just wait him out, Dave. Just make pars. Let him make the mistakes.

I got ta hand it to you, Roy. When you go down, you go down in flames.

Banners and galleries and concession tents create the atmosphere of a polite circus .

The two twosomes tee off and the caddies follow , including Tin Cup .

A leader board reads : SIMMS/STADLER - 10 , MICKELSON / MCCORD - 8 . A giant gallery lines the fairway and rings the distant green which is fronted by a lake , as : STADLER hits a three wood toward the green - the BALL PLUNKS in the middle of the lake . The GALLERY GROANS . Stadler just shrugs to Simms , as if to say , `` I thought I had enough club . ''Simms swivels his head around to look at Tin Cup .Simms looks away , at the shot he 's facing : a two hundred fifteen yard carry over water . He looks back at Tin Cup , shaking his head .Simms reaches for the seven iron . Tin Cup clamps a hand over the club .Simms removes Tin Cup 's hand from the seven iron and grabs the club , stepping up to address the ball . Tin Cup mutters to the gallery .And the remark summons gallery voices suddenly urging Simms to go for the green . Simms motions for Tin Cup , as if reconsidering .Simms steps back to his ball with the seven iron , and : Stadler 's still standing back where he hit the shot into the lake . MICKELSON and GARY McCORD , the other team in the pairing , are there with him . Romeo , Stadler 's caddie , stands just behind them .All the players look at Romeo as : Simms dumps his seven iron shot safely down in front of the water to a smattering of polite applause . Simms tosses the club back to his bag as Tin Cup retrieves the divot . And :Simms looks several yards back where Stadler is still standing with McCord and Mickelson .

Yeah, well. I had to go for it after your caddy said he could get home from here.

I know you could knock it on from here, I'm just saying that caddie's been drinking muddy water if he thinks he can.

'Cause I just bet McCord and Mickelson that your caddie could knock it on from here.

Peter, I've done a little background here - this unfolding disaster's a driving range pro named Roy McAvoy, who everyone calls Tin Cup. Locals claim he he was a pretty good college lick and knocked around the mini - tours.

but I guarantee you, he's about to suffer brain arrest. He's thinking about the cameras and the gallery and the water, and all that gray matter between his ears is turning to goo. and incidentally, Stadler's got it booked at ten to one.

He's looking at thirty yards of bar and grill, an opening through the French doors, forty yards of patio umbrellas, a hundred yards of water, and a lonely pelican sitting out there in a 15 mile an hour breeze, south by southwest.

He'll probably try to shut down a four iron - no, he's selected his trusty seven iron.

The Ledge still has to be thinking about that brutal, ego - sapping, manhood - robbing eighty - three he buried himself under yesterday. I mean, that's just an avalanche of golf swings, a landslide, a pyroclastic flow -

This is definite jail. This is life without parole. His only chance to stage a jail - break is go at the ball left - handed and hope he can somehow snake it back into the fairway, and save par from there.

Ken, I'm right behind McAvoy here. And all he said to his caddie was : I can make it across.

Jim, this is the last ball he has in his bag. If he does n't finish the hole with it, he ca n't turn in a card. He'll be disqualified.

The ANNOUNCER from the GOLF CHANNEL looks at the monitor where a hand - held camera is picking up Stadler motioning Tin Cup over .BACK TO COURSE Stadler , McCord , and Mickelson are smiling at the bet . This is golf . But Simms snarls at being challenged . Stadler drops a ball in the rough for Tin Cup to hit .Tin Cup mulls over the warning , as :Stadler waves his arms to summon a cheer from the gallery . Tin Cup puts down Simms 's golf bag .And he heads over to where Stadler and the others stand waiting . OMITTED PETER KOSTIS , with a hand mike , following the group , begins to describe the extraordinary event unfolding .Gary McCord moves toward the camera and takes the microphone .Tin Cup steps up to hit the shot . McCord lowers his voice .Tin Cup swings , and : The CAMERA PICKS UP the ball arching high and true off the club . It lands on the green . The CROWD ROARS . and the roar becomes deafening as the ball rolls three feet from the pin .BACK TO the course - a scuffle 's breaking out . David Simms helping some guy over the gallery rope . Simms walks the guy back to his golf bag . and now Tin Cup understands what 's happening , and :Tin Cup reaches for the bag . The guy holds onto it . They wrestle briefly , as Simms sighs with fatigue and looks for a marshal .Tin Cup gives up wrestling when he sees a couple marshals approaching . He turns his anger on Simms .Tin Cup goes after the bag again . The guy still hangs on . The marshals arrive , and begin to wrestle with Tin Cup . He goes berserk . a WWF battle royal .

From two - fifty from a snarly lie, over water, on national TV, with no warmup. I'd give ten to one to a tour pro.

It seems like the Charity Tournament is taking a little break for a side bet, here -

Sports highlights . Introducing `` Sports Machine '' with George Michaels .A brief highlight of Tin Cup , going crazy , wrestling with the marshals and replacement caddie .MALE LAUGHTER greets the shot , and :WIDER The Regulars crowd under the TV on the wall above the till , hooting at what they just saw . Tin Cup is nowhere in sight .

Romeo scoops balls into wire buckets from the garbage can of water where the balls are washing . Tin Cup sits on a bench , alternately swigging cheap whiskey and Maalox .Tin Cup looks over at Romeo for signs of an implied pejorative . But Romeo 's just washing and scooping balls . and looking badly in need of perspective .Now Romeo looks over . and he decides that Tin Cup is the one in need of perspective .Romeo nods , holding his peace .Tin Cup cringes at the memory , then moves for the high ground .Tin Cup tosses down another Maalox cocktail .

Parking lot full of the usual suspects as a BUMP AND GRIND VERSION of `` YELLOW ROSE OF TEXAS '' floods outside .

Doreen dances in a yellow rose outfit , a more classic strip look than her protegees . CLOSE ON ROW OF DOLLAR BILLS held aloft by the eager locals in the front row . and then a handful of papers held aloft by one Roy McAvoy , also in the front row . Doreen dances over and picks the papers from his hand , reading them as she dances .She dances away from him , not exactly sold on the idea . She dances back to him , reclines a leg on the partition , and moves her face opposite his .She twirls off . He chases her , beer and entries in hand .The MUSIC comes to an END . The club is momentarily silent .

Tin Cup punches the new time clock which is located under the awning near the ball wash . KACHUNK goes the TIME CLOCK as he hurries outside -

- and there he finds Molly , waiting on the tee with her driver and a bucket of balls .He tees a ball for her and steps back . She 's staring at him , half - amused .Molly addresses the shot . Her stance is rigid , overly mechanical . Tin Cup winces . But she looks terrific .He moves around behind her to reposition her shoulders .Tin Cup 's hands move down to square her hips . He 's discreet and professional .And , as Tin Cup 's hands recoil in alarm . DAVID SIMMS steps onto the range .CLOSE ON TIN CUP Crushed and bewildered . CLOSE ON SIMMS A killer smile . The man is absolutely at ease with his own success and charm .

Romeo ponders Tin Cup 's dilemma from the couch .He reflects deeply while Romeo shrugs .Tin Cup comes over to the couch , sits down , and puts an arm around Romeo .

Expensive cars in the parking lot - A putting green in b.g. CLOSE ON TRUCK OF MERCEDES The trunk opens . A set of expensive golf clubs is removed by a wealthy looking guy , BOONE , 40 'S . He turns to face Tin Cup and Romeo who is reaching into the trunk of Roy 's Cadillac .Romeo removes an old golf bag from the trunk . It contains a rake , a hoe , a baseball bat , and assorted garden tools .

Let me get this straight - you're going to play me for four hundred dollars with those?

Boone addresses the ball on the first tee .And he rips a drive down the fairway .Tin Cup selects the baseball bat from his golf bag . Romeo hands him a pink ball and Tin Cup shows it to Boone .Tin Cup moves over to the tee markers .And he tosses up the Pink Lady and fungoes it long and straight down the fairway .

Tin Cup stops at his ball , and looks twenty yards back to where Boone has arrived with his caddie at his drive .Boone knocks an iron onto the edge of the green .Boone 's a little rattled by Tin Cup 's insouciance .He tosses up the ball and fungoes a lazy fly ball .

Boone gazes with malicious delight at Tin Cup 's ball , buried in the front left bunker . He watches Tin Cup take the hoe from Romeo and move down into the trap .Tin Cup holds up a hand like a gallery marshal requesting silence .He addresses the ball , choking down on the hoe , positioning the blade at an odd angle . He hacks at the ball with an unorthodox chopping motion . The ball pops up in the air , lands on the green , releases and rolls up a foot from the hole . Boone 's jaw drops . Tin Cup hit an impossible shot with utter ease and facility .Tin Cup trades Romeo the shovel for the rake , takes the pin out of the hole , and pool cues the putt home . Par . Boone looks at his own sixty - foot putt and he knows he 's just been had . utterly , embarrassingly , and thoroughly . Without a word he counts four hundred dollars from his roll and drops it on the green .

Tin Cup and Romeo emerge , Romeo carrying T.C. 's sticks .They head up the street under a collonade toward Tin Cup 's waiting Caddy .Tin Cup blinks silently a moment , feeling slightly cornered .Romeo responds with a Spanish curse .Suddenly a convertible passes - Simms and Molly , laughing , carefree , enjoying each other . The couple in the car does n't see Tin Cup grabbing his crotch making a fool of himself on the sidewalk - but Tin Cup and Romeo see them . The car disappears down the street . Tin Cup cools off , chilled , really - and full of chagrin .

Doreen 's on the phone , between shows , and is adamant .She hangs up and heads out on stage as the music calls .

Tin Cup hangs up the phone and turns to Romeo .A couple of deep sighs . Two losers with fluttering hearts .Suddenly a golf image relaxes them into their comfort zone .Silence . Golf is so much easier than life .

Tin Cup 's Caddy pulls up and he gets out , goes to the front of a store that is now a health services office . He looks around warily - as if someone might see him entering such a place - and ducks inside .

It 's the exit , `` cool down '' room , not the waiting room . Tin Cup sits nervously , he 's slightly overdressed for the occasion . He looks childlike . The door to the inner office opens - a woman comes out and sits down across from him . She 's weeping uncontrollably . He stares . He fidgets . He 's nervous , out of place . Finally Molly enters through the same door because she hears the crying . She sees Tin cup - an awkward moment , then -Tin Cup slips into the main office while Molly consoles the weeping woman .

Tin Cup is dutifully lying on the couch because he heard that 's what you do . He stares at the ceiling . Molly enters and sits down .He sighs and plunges in .Tin Cup rises with new confidence . He does several deep breathing exercises , trying to work up the courage . She stares at him . And he walks right up to her .Molly is stunned .Molly was clue - less . She just stares .Tin Cup is knocked off his horse . Into deep rough .She 's frustrated and at a loss for words .Crushed , Tin Cup heads to the door , stops and turns .He exits . She just sits there .

The lone figure of Tin Cup stands on a tee , arching SEVEN IRONS - THWOCK ! - into the night , serenaded by CRICKETS and the occasional BUG - LIGHT ZAPPING a fly . Romeo and the regulars stand behind Tin Cup observing approvingly . Tin Cup mutters something with every swing . It sounds like he 's saying -Tin Cup hits another shot , totally focused .Romeo backs off to let the man practice , and Clint asks :Clint turns and nods approvingly to the rest of the regulars .They murmur approval , but Earl catches Clint 's eye and jerks his head at Tin Cup , indicating Clint is n't doing his job as group spokesman . Clint takes a step forward .This remark penetrates Tin Cup 's concentration . He turns with a smile to the regulars .Tin Cup looks at the beaming faces of the regulars and smiles broadly .And with big smiles , they move each other back so as not to mess up Tin Cup 's concentration . And he pulls out another ball , mutters dollar bills , and hits another perfect shot .

Everyone 's gone home except Tin Cup , who keeps drilling beautiful shots into the Texas night .

A car is parked unnoticed . A figure sits alone , watching Tin Cup from a distance . Molly . MOLLY 'S POV - SOLITARY FIGURE OF TIN CUP With his elegant swing , as graceful as he is crude , a Zen ritual . Finally , weary at last , Tin Cup tosses his club in his bag and drags it toward his ever - present Winnebago , which we see him enter .

He drops his clubs on the couch . The place is a wreck , and he collapses in a chair , CRACKING a CAN of cheap BEER . A KNOCK at the door . He 's startled .The door opens - Molly enters . He 's surprised but well - settled into his bath of cynicism .Silence . A deal . It 's the best they can do .

Local qualifier . The First Tee of the Local Open Qualifier . And the voice of the starter .The regulars applaud and whistle and shout way too many `` You the man 's ! '' as Tin Cup steps onto the first tee , followed by his Sancho Panza , Romeo . Tin Cup is feeling on top of the world , at his cocky best .POV SHOT - MOLLY standing not far from the regulars .Tin Cup steps up to the tee , a couple quick limber swings , and he tees it up . As he does , Romeo slips over to Molly .Tin Cup waves and motions to his team .And Tin Cup uncoils a mighty drive with an elegant stroke , fully confident and smooth . The gallery applauds .Molly leans to Romeo just before they all head down the fairway and confides -And they head down the fairway , a scruffy little gallery on a so - so course . With a lot at stake . MONTAGE OF TIN CUP 'S FRONT NINE He hits a perfect wedge - and says to himself , Romeo , Molly , the gallery , the universe -He nails a two iron straight as a string .He rifles another drive into the stratosphere .Putt after putt drains into the jar . CLOSE ON the SCOREBOARD - The red numbers -LRB- under par -RRB- are going up quickly as every shot he hits is dead , solid perfect . Minus one , two , four , five , seven .

the next group. Roy McAvoy, Salome, Texas. who will be playing with.

With the honor in the 7:08 pairing, from Salome, Texas, Mr. Roy McAvoy.

With the honor in the final pairing, from Salome, Texas, Mr. Roy McAvoy.

Tin Cup 's in a zone , talking to himself , full of himself , in a fabulous , indomitable state of mind . Molly and Romeo keep looking at each other and shrugging , Tin Cup 's on a roll and needs no help . So far . A couple of the regulars shout out encouragement .But Romeo is handing him a two iron .Romeo looks warily down the fairway of a tight dogleg left par five .Tin Cup reaches for the driver . Romeo shifts the golf bag beyond Tin Cup 's reach .Suddenly an OFFICIAL steps forward .Romeo pulls out the driver and he snaps it in half over his knee . He tosses the two halves on the ground near Tin Cup .Tin Cup looks at the two halves of his driver , curbing his anger , not giving Romeo the satisfaction of a reaction .Romeo pulls out the three wood , snaps it over his knee , and tosses the halves on the ground next to the driver halves . Tin Cup turns with amusement to his playing partners , lest they think management has lost the upper hand with labor .Tin Cup reaches for the two iron , studies it a moment , frowns , and then : He snaps it over his knee . He dumps these halves on the ground with the halves of the driver and three wood . Romeo stares , aghast . Tin Cup merely shrugs .Romeo warily hands Tin Cup the three iron . Tin Cup looks at it , frowns , then : He snaps it over his knee and tosses it on the ground . Molly leans over to the regulars .She watches in amazement as -He drops the three iron halves with the other halves , and steps past Romeo and sequentially yanks all but the seven iron from his bag . He snaps them over his knee , one by one , citing the crimes of each club with mounting absurdity and ire .He snaps the putter in half and dumps it in the pile of broken clubs at his feet . Then , he reaches for the last club in his bag , the seven iron . The regulars hold their breath , thinking this is the end of Tin Cup 's Open bid . But . Tin Cup smiles and caresses the seven iron affectionately .He moves to the tee , drops a ball , and hits it down the middle with the seven iron .Romeo turns and starts walking away .QUICK SERIES OF SHOTS Tin Cup 's magic with a seven iron . He drives with a seven iron . He chips with a seven iron . He blasts out of sand with an open - bladed seven iron .

Tin Cup drains a ten foot putt - also with the seven iron , and left - handed to boot . He 's past the local qualifier . The regulars erupt in cheers . You 'd have thought he won the Masters . And Tin Cup shrugs to the tiny gallery , with insouciance and cockiness , and pronounces -

Tin Cup holds court surrounded by his regulars and much of the gallery . He 's a local hero - but Molly 's not impressed . A WAITRESS delivers a tray of long neck beers .A toast is raised to their king , and Tin Cup eats it up .Much laughter . This is the Tin Cup they love .Tin Cup turns to the regulars for support .Everyone turns to see David Simms enter the conversation .Silence .Tin Cup 's worst characteristics flare up , he wo n't let go .Simms is a little drawn in , not so much by the challenge as the desire to shut up Tin Cup .Tin Cup takes her literally and rises , starting to unbuckle his belt .The Regulars cheer - this is what they live for . Simms hands a roll of cash to Molly . Tin Cup hands her his car keys .The Regulars whoop it up . Their man 's a cinch . Tin Cup pulls a ball from his pocket , drops it right on the ground in the middle of the patio .Tin Cup takes a couple of swings to limber up , aiming out onto an open area of the course . Serious , intent , the look of eagles .He takes a full back - swing , opens beautifully , and launches a seven iron like a rocket out toward some driving range markers . to `` oohs '' and `` ahhs '' from his faithful . The ball lands at a 170 yard marker and bounces further .Tin Cup hands Simms the seven iron .Simms is still in a sport jacket , slacks , no golf shoes .Simms drops a ball about where Tin Cup 's sat . He stands above the ball and addresses it .Simms is cool as ice . He smiles , then moves around to the other side of the ball , suddenly facing away from the course . This baffles everyone .And David Simms hits an effortless seven iron out toward the desert , onto the lonely highway . and the ball bounces and bounces and bounces , for About three miles , forever . It 's probably still going . CLOSE ON TIN CUP The hustler 's been hustled . CLOSE ON MOLLY She shrugs and smiles .

Molly drives away in Simms ' car - followed by Simms in Tin Cup 's Cadillac convertible . Simms waves . Tin Cup and the Regulars stand alone . Weakly , lamely , a couple of the Regulars speak . Without conviction .

A nearly nude dancer named SAMMANTHA on stage to a big Saturday night crowd . Tin Cup 's in the front row , sitting with Doreen and a beer . Disconsolate .Guys pull out singles and larger bills around the runway , placing them on the railing for the gyrating stripper .Tin Cup tosses some money onstage with a lackluster wave , he 's depressed - or something .A GUY from the next table leans over , interrupting .Doreen ca n't keep his attention . Neither can Sammantha , who writhes only a few feet away .The Guy slides over to Tin Cup , quickly joined by his buddies .Tin Cup glances at the guy 's grip .The Guy nudges the COWBOY next to him .Sammantha ca n't keep their attention , either , even though she 's down to a G - string , inches away . At the height of the MUSIC , she stops dancing and looks down at Doreen -And Doreen heads to the dressing room , disgusted , but not at all surprised . She knows Tin Cup - she knows men .And naked women dance before them , unnoticed .

Bring out those bills, boys, if ya wanta see a little more of Sammantha!

See, I used to play a real weak grip. But you look at Couples, he's got a left hand way over here.

See that? Tin Cup McAvoy says you grip a golf club like this, with these two fingers.

When you're done with him, can I ask you about my club position at address?

Tin Cup drives , as most of the Regulars lounge - all are there including Turk -LRB- the bouncer -RRB- . But Romeo is missing .He holds up a tape cassette .He punches into his deck and the Winnebago is filled with the sounds of MOLLY 'S TAPE , beginning with George Jones . and the voice of GEORGE JONES takes us into .

The Regional Qualifier - 36 - hole tournament pitting all the local winners . This is a much bigger deal than the local tournament - more commercial , bigger crowds , tougher . MONTAGE OF REGIONALS Accompanied by MOLLY 'S VOICE and the MUSIC of JONES , TAYLOR , OTHERS . CLOSE ON TIN CUP He puts the Walkman headset over his ears on the first tee . We hear what he hears , and -Kaboom ! He launches a tee shot down the middle .TIN CUP chips into the cup . TIN CUP drains putt after putt with confidence .TIN CUP takes a club from Earl who 's huffing and puffing a little too hard for a caddie , and - Tin Cup crisps a three iron over water to a tight green . Tin Cup is carrying his own bag now - Earl is several paces behind , dragging his body slowly , exhausted . CLOSE ON SCOREBOARD - Even par , even , even , one under .CLOSE ON TIN CUP - Still in a zone , confident , relaxed , hitting lots of good shots . But the score is close , the competition tougher . He 's near the top , but not first . TIN CUP lips out a fifteen - foot putt - heartbreak . He starts to lose it , but .And Tin Cup just smiles and taps in . SCOREBOARD tells us we 're down to the 36th , final hole . TIN CUP Whattya think , Earl ?Tin Cup takes the driver and uncoils a beauty .TIN CUP hits a wedge approach - the ball lands inches from the hole . The crowd gasps . but - The backspin grabs it and the ball spins back and back and back , ten , twenty , thirty feet before coming to a rest . The men head solemnly to the final green .

Tin Cup surveys the thirty - foot snake of a putt . Earl 's of absolutely no use .Tin Cup studies the hell out of this putt . If it goes in , he 's in the Open . He misses , back to Salome .Tin Cup shakes the Walkman and pounds his ears .Tin Cup stares endlessly at the long putt .He steps up to the putt , still talking to himself .He strokes the putt - It starts right , curls back left , straightens out , over the ridge , back again , endlessly .Earl 's having trouble with the flagstick , shaking it , panicking , and finally - he snaps it free , but . The ball stops dead on the lip of the cup . Tin Cup contorts in anguished body - English , then falls to his back like a shot animal .And the BALL falls into the cup with a CLICK - and a ROAR . Tin Cup takes a peek at the cup . The ball stays in the hole .

The Winnebago returns home , a travelling party of beer , boisterousness , and celebration . We hear them all , led by Turk the bouncer and his guitar , singing `` The Double bogey Blues '' . all the way back to Texas .

Tin Cup arrives , fresh from the qualifier . Romeo is shafting glubs .Romeo gives him the silent treatment .Still nothing from Romeo .Romeo stares back at that curious logic .Silence . Some chagrin .Romeo ponders it all .They shake hands .Romeo sits back in the shade , still washing the thousands of golf balls in the rack , watching as - Tin Cup drops a bucket of balls on the hardscrabble ground , pulls out a club and limbers up .Tin Cup addresses the ball and takes a swing . Everything looks normal in his swing , but . Thwock ! - the BALL squirls off to the side and RATTLES against a fence . Ugly .Unfazed , Tin Cup steps up to hit again , but . once more - Thwock ! - Another horrible - looking squib to the right . Romeo stops washing balls and notices , watching Tin Cup . Thwock , thwock ! - Something 's terribly wrong . CLOSE ON TIN CUP Concern crosses his face .Thwock , thwock , thwock ! - Three more chili dippers . Our man definitely has the shanks . And he 's panicking .

Thwock , thwock , thwock ! - Night has fallen and he still has the shanks . The regulars have gathered and are huddled , murmuring . The word has spread like wildfire - Tin Cup has the shanks .-LRB- It is very ugly , very , very ugly . -RRB- Tin Cup angrily throws his club out into the night and turns to the regulars .A CAR HORN HONKS - All heads turn to see : POV SHOT - PINK CORVETTE pulls in - Doreen gets out , carrying a big package .Doreen approaches the regulars , and we notice for the first time that there are a number of bags and packages with the boys .Tin Cup drags his sorry ass to the group .Tin Cup shrugs . She always has him outflanked .She unwraps a tour golf bag - Big gold and red lettering advertises `` The Golden Tassel . '' Pastie tassels hang from all over the bag . Doreen sets it down proudly .Earl steps forward with a golf shirt bedecked with sewn on patches and logos .Jose steps forward with a golf cap , also emblazoned .Doreen and the regulars look at Tin Cup proudly .Tin Cup surveys all the bizarre sponsorship loot , and starts loosening up . These are his people , after all , and they 're behind him all the way .Doreen and the regulars quietly slip away to leave Tin Cup with his newly sponsored gifts and , more importantly , his newly lost grip , swing , and confidence .And Romeo herds the rest of them out to their cars in the lot . And as they drive away , Tin Cup sits down , his head in his hands .

The Winnebago sits forlornly in the parking lot next to the range which has never looked lonelier . Tin Cup 's Caddy convertible pulls up to the Winnebago . But Roy is n't driving - Molly is . She gets out , goes to the door . She knocks .There 's no answer so she tries the door , and walks in on :

Tin Cup stands there caught , like a deer in the headlights , like a man caught cross dressing , a private confession made public - he ca n't run and he ca n't hide . Roy `` Tin Cup '' McAvoy is wearing every gimmick that Molly first arrived with - plus many more . He wears a pendulum cap , his arms are strapped together , a curious triangular coat hanger type contraption connects his elbows , there 's a neck brace , an ankle anchor , an arrow attachment to his left hand , a bucket for right foot , he swings a collapsible club . and a BEGINNERS GOLF VIDEO PROJECTS loudly from his VCR , so loudly that he never heard her knocking .A moment of pathetic silence , then : Molly starts laughing - He is destroyed .Tin Cup lets down . The wind goes out of his sails and he loses his defensiveness .Tin Cup stands there with the ball still dangling from his hat , the leather straps , the bucket , the arrows - for the moment he 's forgotten how stupid he looks .She 's thinking about it .

Tin Cup and Molly in his convertible . He works on her without pushing too hard .

The Caddy pulls up in front of her office at the new mall . She gets out .He drives away , and we stay : CLOSE ON MOLLY Watching Tin Cup careen away in his Caddy .

The intrepid Winnebago on the way to the Open . Romeo drives - Tin Cup stares out the window .Romeo keeps driving , pretends not to hear .And Tin Cup puts on his Walkman , and stares out the window endlessly at a thousand miles of passing scenery , to the MUSIC of GEORGE JONES .

The Winnebago passes through a `` tunnel '' of tall , old pines into a cathedral environment of old money and old golf .

Romeo and Tin Cup stare out into the trees , the lushness - a couple of wide - eyed kids .The Winnebago pulls up to a guard gate - A SECURITY GUARD comes to the window . A banner hangs above the entrance a few paces past the security gate , proclaiming : `` Old Pines - U.S. Open Championship . ''The Security Guard strains to see in .Tin Cup leans across Romeo to introduce himself .The Guard backs off quickly , turns to his SECOND .Romeo starts cursing in Spanish . The Guard is unphased .The police quickly appear to take over the situation . Tin Cup leaps out of the Winnebago to argue his point .A COP grabs Tin Cup and Roy is ready to fight . It 's getting ugly real fast .At that moment David Simms pulls in , driving a con - vertible sponsor 's car . He sees the scuffle , gets out .Simms spots Tin Cup - a delicious moment for him . Tin Cup wants to hide but he just gamely covers his face .Simms takes the clipboard with the list .Simms smiles at Tin Cup , the easy smile of a man on top . Tin Cup does n't respond , just asks the Guard :As Tin Cup tries to regain some dignity , and climbs back into the Winnebago -They all have a good laugh , and -

We'll throw your ass in jail right now, pal - there's a lotta lunatics here and we do n't take chances.

Lots of the big names are there . Romeo is like a kid at the ballpark .Romeo notices that Tin Cup is staring at the pile of practice balls lying there on the tee .Tin Cup limbers up , trying not to be in awe of the real legends who line the practice range , hitting beautiful shot after beautiful shot with graceful ease .Tin Cup nudges a ball from the pile into address position . Romeo hands him a different club .Tin Cup waggles , shakes , limbers , addresses .And he swings . THWOCK ! A hideous shank squirrels across line , almost hitting a group of U.S. Open officials . Heads turn .He addresses another one . And swings . THWOCK ! A disaster . He crumbles .Simms has arrived and is watching Tin Cup with delight as he loosens up .Tin Cup pretends to limber a little more before daring to strike another ball .Tin Cup follows orders , not questioning the logic .Again , Tin Cup dutifully follows orders .Tin Cup hits a perfect seven iron into the trees .Tin Cups stares at the swami , and -

Again to GEORGE JONES on the CASSETTE PLAYER , Tin Cup is doing a slow dance with his driver . Romeo sits on the couch , stone cold sober , pouring drink after drink for Tin Cup , who 's thoroughly plastered .Tin Cup tosses down yet another drink , and staggers around the room with his driver until , finally , he collapses in a heap on the floor . Romeo looks down at him coolly , like horse trainer Wayne Lukas sizing up his Derby entry .Romeo tosses a blanket over Tin Cup lying on the floor .

Two figures hurry across the lawn to the first tee . Our intrepid Don Quixote and Sancho Panza .

The first tee - the early morning air is heavy and still . The course is quiet and wet with dew . The gallery is sparse . The silence is broken by the starter 's voice .A half - dozen people clap , and - Tin Cup and Romeo stagger to the tee , barely making it on time . Tin Cup is massively hung - over and unshaven .Tin Cup tries to get warm quickly , taking a few hurried practice swings . The early tee times are strictly for the longest of long shots , and almost nobody is around . Tin Cup 's hand shakes as he closes the Velcro flap on his glove . He 's wearing the hat and shirt with the sew - on patches , as he stares down the first fairway . Romeo hands him a driver .And Tin Cup launches a two iron down the first fairway .

The scorer posts an eighty - three next to Tin Cup 's name . Tin Cup stares , shell - shocked , as his score is posted .

Live coverage of the Simms interview . Molly is among a small crowd gathered to watch . He does n't seem to know that she 's there .Simms walks away , now off - camera . FANS call out -Simms cuts down behind the tent toward the clubhouse , away from the galleries . The marshals open a rope allowing him to avoid the crowds , but - An ELDERLY COUPLE with a young child are there . The lady has a tiny dog in her arms .He practically stiff - arms them as he passes , heading up to the clubhouse . They stand there in shock .CAMERA PANS OVER TO the edge of the tent . Molly , trying to get to David , has seen the whole thing . CLOSE ON MOLLY She speaks to herself .

Thank you, David Simms, a brilliant opening round 67 to take the lead.

The sun is struggling to come out, the course is drying up, and in case you're just joining us, the leaders have just reached the ninth hole because of delayed starting times -.

- David Simms is clinging to a one shot lead over Peter Jacobsen. but the real story is out on sixteen where a driving range pro who shot an opening eighty - three is making a run at perhaps the most legendary round of golf in Open history, Johnny Miller's sixty - three at Oakmont - Ben Wright is in the tower at sixteen.

So it's come down to the seventy - second hole of this great championship, and the skill and courage of three Texans who have dueled throughout the day for the chance to be crowned Open Champion. Peter Jacobsen is on the fairway at 8 under, McAvoy at the 18th tee is tied at minus 8, and David Simms trails by one.

Simms enters to numerous congratulations from officials , caddies , other PLAYERS . Instantly , in public , he feigns humility with convincing flair .Simms stops when he sees Tin Cup and Romeo drowning their sorrows .A small bar crowd is enjoying Simms ' taunts .A voice interrupts .No answer . Tin Cup 's about as low as one can go .She points to a double door , forty feet away across , the bar , about an 8 x 8 foot opening .Everyone strains to look - POV - ABOUT 170 YARDS AWAY A pelican sits on a piling in the river . Impossible . BACK TO SCENEBut Romeo 's sizing it up .Molly takes a swig of her drink and slaps some money on the bar .Simms puts a hundred dollar bill on the counter .Tin Cup still sits , head half buried at the bar . He 's never passed up such an opportunity , but he 's pretty low .He turns from his bar stool , glances at the situation .Whoas ! From the barside gallery . Tin Cup rises and someone hands him a club . Suddenly there 's a crowd , including Gary McCord who 's been watching from the far end of the bar . He grabs a seltzer hose as if it 's a mike and begins announcing .Tin Cup steps up to a ball lying on the carpet .Tin Cup suddenly backs off the swing and turns to Molly .And he swings - the ball rockets through the hall and clears the open door . The bettors pile from the bar and grill and race to the patio to watch the flight of the ball , as - It 's carrying , it 's hooking , it 's carrying , then : THWACK ! - It hits the piling ! The SEAGULL lifts off , SCREECHING angrily .A whoop goes up - And Simms storms out .This is the old Tin Cup - and he 's in the clubhouse with an eightyfuckingthree .

Pouring rain - Lightning and THUNDERSTORMS . It pours down on the club and the beat - up RV . Romeo stands outside with an umbrella , dragging on a cigarette , trying to stay warm .

Tin Cup and Molly in bed , lit only by light spilling in from a parking lamp . They make love with enthusiasm , finally wobbling to a stop . Silence , except for the rain . Until :They embrace with enthusiasm and start thrashing again . BACK OUTSIDE Romeo 's patience is getting thin . He pounds on the door .The rain keeps coming down .

Galleries line fairways and fill stands . The course is wet , the skies threatening , but play is underway .

We hear Ben Wright 's voice as Tin Cup marks his ball on the green . A small gallery has begun to follow him .Tin Cup gets his read , and steps up to putt .Tin Cup putts - When the ball is still two feet from the hole , Tin Cup raises his putter in triumph . and sure enough , the ball drops in the hole .

If anyone was ever to make a run at what is the most storied number in Open history, Miller's sixty - three, it would be today when the rain has softened the greens, enabling the players to take dead aim at the flags. Still, the unswerving courage of an unknown driving range pro from Salome has raised that humble journeyman from the ashes of an ignominious eighty - three to wave a mighty fist at the pantheon of golf's immortals. This man, this Roy McAvoy has laid siege to the record book by birdieing the first seven holes. A brave par from the water at eight, and a glorious birdie three at the daunting twelfth, another at thirteen.

Tin Cup knocks his approach to within six feet of the cup . The swelling gallery at the green roars .

Doreen is behind the till . The regulars and several customers crowd the counter , staring up at the TELEVISION as Dewey rushes in from his job .Silence , everyone watching the TV , everyone starting to contort in body - English , then : A joyous roar - Tin Cup 's putt went down . Earl twirls with glee .

The MONITOR shows Tin Cup approaching his ball in the fairway . Ken Venturi is commentating .

McAvoy's hit another big drive, but this is not a shot he wants to get aggressive with.

His adrenalin's gotten the better of him, Jim. If he lays up he takes bogey out of play.

But if he knocks this ball in the water he could make seven or eight. And he still has to think about making the cut.

It's the same shot he knocked in the water yesterday. And the thing for him to do right now is to tune out the gallery, rein in his emotions, and forget what he said in yesterday's interview. He has to lay up.

This is n't courage, Jim. This is inexperience, pure and simple.

I'm not sure that's good news for McAvoy. With his inexperience, the last thing he needs is an excuse to fool with that water again today.

I do n't believe this. He just took himself out of the tournament with that drop. He could have walked up to the hazard line, saved par with a wedge and forced a playoff with Jacobsen. Now he needs a miracle shot.

Tin Cup and Romeo survey the shot - a long downhill carry over a lake to a slightly elevated green . A shot similar to the one he pulled off at the best - ball .Tin Cup looks at the iron Romeo proffers . He looks back at the shot , throws some grass in the air , testing the wind . He looks at the gallery , the lake , the green , the whole grand setting . and then : He locates Molly behind the gallery ropes , watching . She makes a little charging gesture with her fist . And : Tin Cup reaches defiantly past Romeo and pulls out the three wood .

Venturi and Nantz watch Tin Cup set up to play the shot .Wearing that look , the look of eagles , Tin Cup addresses his ball . And he swings - The ball arches off his club , the gallery roars , and .Tin Cup drops the three wood on his bag , even as :LAKE The ball plunks in the water inches short of dry land . The GALLERY GROANS . BACK UP FAIRWAY Tin Cup smiles at Molly with chagrin but not defeat . He turns to Romeo .Tin Cup hits a wedge to within five feet .

Tin Cup is on the dais , fielding questions from REPORTERS .Laughter from the reporters . Reporter # 1 follows up .

How do you go from shooting an eighty - three one day to a record - breaking sixty - two the next?

If you had to do it again, would you still go for the green on eighteen?

showing Simms - 8 through twelve , Jacobsen - 7 through fourteen and McAvoy - 7 through seventeen .

A huge gallery lines the fairway and girds the green as Tin Cup approaches his ball in the middle of the fairway . The fans holler `` You da man '' at Tin Cup .

Nantz and Venturi in the booth . Tin Cup is on the monitor , arriving at his ball . We hear SHOUTS from the GALLERY , encouraging him to go for the green .

Romeo palms the seven iron , waiting for Tin Cup to decide on his play .Romeo picks up some grass and flips it in the air . It blows away from the green .

Tin Cup steps up to his shot .He swings and holds the pose . He caught the ball perfectly - it sails high and true into the luffing breeze , the GALLERY ROARS , and . the ball drops , SPLOOSH ! into the WATER , a couple feet short of dry land . The GALLERY GROANS . ` BACK TO TIN CUP Staring amazed , almost betrayed , that his ball did n't carry the water .Tin Cup 's eyes blink with thought as Romeo 's words get through to him .And he starts down to the water . A THUNDEROUS OVATION greets his approach , and he raises his hat to salute the fans saluting him .

I'm just trying to understand your thinking. You were in the same spot on eighteen yesterday without a headwind and you -

Tin Cup , Molly and Romeo study the menu .The boys from Salome walk in - with Doreen , all looking like hell from the long bus trip . They 're ecstatic to see Tin Cup and Romeo .But the Regulars overwhelm her .They all pull up chairs and settle in for a long evening at the Waffle House . Tin Cup leans back in his chair , turns to Molly .Romeo leans over to Doreen amidst the chaos and speaks with suave elegance .

All twelve of them are asleep or nearly so in the R.V. , sprawled on and over every surface . Much snoring . CLOSE ON MOLLY Her face close to Tin Cup 's . Both awake .Silence . Except for the random snore .She puts her finger over his mouth gently .

Tin Cup hitting golf balls alone , except for the faith - ful Romeo , getting ready for the final round of the U.S. Open .

Molly serves coffee to the regulars . She 's upset .They stare nervously .Silence . Molly 's in charge . She hands them a roll of cash .Earl reluctantly takes the money .

Tin Cup hits putts , intense , focused . Peter Jacobsen works his way over to Tin Cup .Tin Cup looks up , amused by the gamesmanship .And he moves off to putt . Tin Cup drops a couple balls on the green to putt , and : A ball rolls past them and into a hole . Tin Cup looks over and sees Simms .

He's throwing darts back there. We got ta make birdies, Squeaky, or we are playing for second.

A large gallery surrounds the tree and lines the fairway as :Boisterous applause . Tin Cup tips his cap and nods at David Simms , his pairing in this the final twosome of the final round of the U.S. Open .And Tin Cup moves to the tee . His hand shakes worse than it did the first day as he tees his ball . Stepping back to line up his shot , he peers down the fairway through a narrow corridor of faces . A daunting sight . He edges over to Romeo and tautly whispers :

Tin Cup looks at his ball , almost invisible in the deep rough . He tries to locate the green beyond the trees that surround him . In golf parlance , he 's in jail . He selects a club .Tin Cup points over the trees . Romeo grimaces . Tin Cup addresses the shot . Then : Tin Cup swings - the ball flutters weakly out of the rough and disappears into the branches of a bushy tree , dropping eventually next to its trunk , and : LEADER BOARD A scorer changes the number beside Tin Cup 's name from - 7 to - 5 . Simms is still - 7 .

Molly and Doreen stand together behind the big gallery . Molly is using a cardboard periscope to look over the gallery to the green . Doreen is on her tip - toes but all she can see are the backs of heads . A swell of cheers builds , then turns to groans .Molly puts down the periscope at that remark , and hands it to Doreen .Doreen looks through the periscope . PERISCOPE 'S POV - TIN CUP lining up a putt . She pans over to Romeo helping him .

The regulars study the board - the scruffiest lot ever seen at an Open . Next to them stand a group of U.S.G.A. officials , all in neat , matching blazers . The contrast is thrilling .The scorer changes the number beside Tin Cup 's name to - - 4 . Simms is - 7 , and -

Wright looks at the monitor where Tin Cup stands among some trees .

This is disaster for McAvoy. After losing three shots to par in the first four holes, he should have just taken iron off the tee to get the ball in play. Does he have any shot at all, Gary McCord?

Tin Cup 's ball lies on dirt next to the trunk of a tree . He surveys his options . Behind him , wearing a headset , McCord analyzes the situation for the TV viewers .Tin Cup glares balefully back at McCord . Then he walks over to a nearby tree , and surveys the line to the green from it . He walks back for his ball , turns to McCord . and we see that familiar fierceness aflame in Tin Cup 's eyes .And he selects the seven iron , addresses the ball right - handed , and : He swings - the ball rockets low off his club , and . it ricochets off the trunk of a nearby tree , and . it bounces up the fairway , skitters past a trap , and trickles onto the green , stopping ten feet from the pin . The gallery goes crazy as Tin Cup steps from the woods collecting his money from McCord while jabbing a taunting finger at Simms .

Simms ignores Tin Cup 's taunt , and lines up his shot .And he hits his iron to the fat part of the green , and -

The scorer posts a - 5 next to Tin Cup 's name . Simms is still at - 7 , and -

Tin Cup intently follows the flight of his iron shot , as : The ball lands near the front of the green , bounces , then rolls , following the contour of the green . It finally stops five feet from the pin . A SWELLING , DEAFENING ROAR from the GALLERY accompanies the unfolding shot , and -

The scorer posts a - 6 next to Tin Cup 's name . Simms is still at - 7 .

Molly and Doreen watch Tin Cup drain a putt .And as the gallery falls silent , she turns to watch Tin Cup .

Tin Cup 's firmly - struck putt spins out of the hole . The GALLERY GROANS , sharing his agony , and -

Jacobsen , pausing to watch , sighs with relief before starting down the fairway .

Peter Jacobsen hears the GALLERY ROAR . He turns to his caddie , incredulous .And he snatches his driver from the bag , determined to make birdies .

The scorer posts - 7 next to Tin Cup 's name . Simms is still at - 7 , as is Jacobsen . And .

Jacobsen rolls a long putt into the hole , and as the GALLERY CHEERS , he points a finger of challenge back at - Tin Cup waiting in the fairway . Tin Cup seems to enjoy the taunt .And he selects a club , and .

Tin Cup 's fans , deeply into the beer by now , contort with body - english and holler at the TV screen .They explode with cheers . Some twirl with glee . Others exchange high fives .

The leader board is superimposed on the monitor . McAvoy - 8 , Jacobsen - 8 , Simms - 7 .

Tin Cup and Romeo watch Jacobsen hit his shot .He moves to the tee , and .

The monitor shows Tin Cup 's drive bounding down the middle of the fairway .BACK TO TEE Tin Cup whispers to Romeo as Simms tees up .Simms rips a drive down the middle , the ball landing a little short of Roy 's .

Tin Cup in the fairway , studying his shot .He looks at Simms , ten yards across the fairway from him .Simms points to himself . He has a wood in his hands , but he puts the club back and reaches for an iron . Tin Cup edges closer to Romeo .They watch Simms lay up . Then Romeo offers Tin Cup an iron , hoping he 'll take it .Tin Cup throws some grass in the air , looks back at the green , the gallery , the whole grand setting . and he seeks out Molly 's face in the crowd . He moves over so she can hear him .Molly stands with Doreen , hearing Tin Cup 's words . Thrilled and terrified and spellbound , she finds herself nodding . Doreen , on the other is turning ash - white .BACK TO TIN CUP He selects the three wood . Romeo sighs .

Tin Cup 's eyes focus with the look of eagles as he addresses the shot .He swings - the ball explodes off his club . Tin Cup holds the pose .Suddenly a gust of wind blows , out of nowhere , and Tin Cup 's cap blows off , provoking immediate concern .TELEVISION MONITOR Picking up the flight of the ball approaching the green , carried it seems by the swelling roar of the gallery . The ball clears the water . and lands at the top of the slope fronting the elevated green . It pops up in the air , lands just past where it hit , and comes momentarily to rest . The gallery roars . And then : The ball starts trickling back down the slope , gaining speed , moving towards the water , even as the gallery screams for it to stop . until finally it disappears into the water with scarcely a ripple . BACK TO TIN CUP He stares first with betrayal , then with anger , and looks at Romeo , who just shrugs , then at Molly .But Tin Cup still has the look of eagles . He 's staring at the shot he just made , still holding the three wood .Tin Cup throws another ball on the ground .Tin Cup addresses the ball .

Venturi nearly comes out of seat watching Tin Cup take a drop from his original lie .

Tin Cup swings again - The ball sails long and true once again , and once again . it lands into the hill , bounces once , and trickles back into the water .BACK TO TIN CUP Holding his hand out to Romeo , as the gallery murmurs uncomfortably .BACK TO DOREEN AND MOLLY watching behind the ropes .REGULARS waiting at the green , amidst the rest of the gallery who 's in shock about Tin Cup 's decisions to keep going for it , keep trying to prove a point .REGULARS ' POV Tin Cup swings a third time .

A BALL lands SPLOOSH ! in the WATER , and . BACK UP FAIRWAY Tin Cup holds out his hand for yet another ball , saying nothing . Romeo hands him another ball . Tin Cup unloads another 3 - wood . Another splash . Tin Cup holds out his hand again .Tin Cup snatches the ball from Romeo 's hand .

Venturi and Nantz can barely look at the monitor .Venturi and Nantz cover their eyes . Tin Cup unloads another three wood - another splash . BACK TO TIN CUP He looks at Molly . CLOSE ON MOLLY She 's just laughing . Romeo tosses down another ball - Tin Cup launches his fifth attempt to clear the pond . Splash .BACK TO TIN CUP This is still all business to him . He sets his jaw , addresses the shot , and :He swings - another perfect shot . but this time the wind relents a knot , and : BALL clears the water , clears the slope , hits the front of the green , rolls up toward the pin , and drops in the hole . The gallery goes berserk ! BACK TO TIN CUP Raising his three wood aloft in triumph , he looks over at Molly and finally cracks a smile . And when she smiles back , he takes his hat off and walks to the green , to as great an ovation as the game has ever heard . BACK IN TELEVISION TOWER Venturi and Nantz slump , drained , over their monitors .

Tin Cup and Simms sign their cards and get up to leave in unison . Simms turns to Tin Cup and has to shake his head .And he moves brusquely past Simms and out of the tent , congratulating Tubbs , the winner , as he passes .And out of the scorer 's tent .

A roar goes up from the milling fans as Tin Cup emerges . He tries to smile , but it 's all dawning on him .And then McCord is there , shoving a mike in Tin Cup 's face .Tin Cup exits the scorers ' tent and runs into the regulars - They 're beaming , undyingly loyal .He looks up and there 's Molly - He stops short . They embrace .

Greatest 12 I ever saw. you crunched that dog, baby. gorgeous shot, etc.

Mosquitoes , pools of light , the TRACTOR CHUGS around picking up balls .

Romeo and Doreen eye each other - locked in a stare of longing and mystery . TANGO MUSIC comes from a BOOM BOX . They begin to move toward each other in a tango step .

Tin Cup and Molly are sitting , feet up , a couple Lone Star beers beside them , just taking in the warm Texas night . Her head rests on his shoulder . The world at peace .Silence .WIDE SHOT - LANDSCAPE A desolate driving range outside of Salome , Texas . Bugs , trucks passing in the night , and a tiny RADIO SENDING GEORGE JONES across the plains . FADE OUT . THE END

`` You are the music while the music lasts . '' T. S. Eliot `` I was born one dark gray morn , with music coming in my ears ... '' Paul Simon Every scene in this film is driven by music .A strip mall in the San Fernando Valley . A front wheel of a car pulls slowly into view . A curb reads ‘ Short Stay . 5 Mins Only . ’

Play is pressed on an iPod Classic . A rock track starts up . It ’ s very loud . It ’ s awesome . ‘ Bellbottoms ’ by the Jon Spencer Blues Explosion . On high strings and a guitar stab we see the driver . Young , baby faced . Short cropped hair . He wears mostly black . Sports cheap gas station shades . This is BABY . We can ’ t see his eyes , but his blank expression seems pretty stoic . He listens to the track , stares out the windshield . On a 2nd guitar stab we see a beefy ( 30s ) tough guy in shotgun . This is GRIFF . He too wears shades , black business clothes . On a 3rd stab we see another black clad gentleman . ( 40s ) He ’ s handsome , but looks like he parties too hard . This is BUDDY . On a final stab we see the last shades wearing black clad passenger , a younger lady ( 20s ) with her hair up . This is DARLING . There ’ s a hint of trash beneath her business clothes . The high strings crescendo . Griff flings his door wide open .

The track kicks in . We see the car is a shiny red Honda Civic and note the door chimes are in time with the song . Choppy strings play against guitar riffs as GRIFF gets out . We see a shotgun partially concealed in his trench coat . BUDDY and DARLING get out . We glimpse they are also armed . He pops the trunk . Grabs two duffels . Hands one to Darling . We see they all wear sneakers as they walk away from the car in sync with the track . Again . It ’ s awesome . But we stay with- BABY : our young driver . Hands fixed on the wheel . Ten to two . Watching his colleagues disappearing inside a ‘ CHASE ’ bank . The song pauses for two bars . When it kicks back in , our driver suddenly drops the strong , silent tough guy act and comes to glorious , joyous life . Nodding his head . Swaying in his seat . Mouthing the vocals . A slave to the rhythm . He doesn ’ t miss a beat . It ’ s cool , but- He ’ s also like a big kid in front of his bedroom mirror . As he drums on the dash , we see shoppers pass , other cars cruise by . Baby is so immersed in the track , he flicks on the wipers . They swipe across the dry glass in perfect sync . A mother with a stroller passes . The infant inside notices Baby rocking out in his car . Baby waves . The infant smiles . Then he instinctively looks in his rear view . A BLACK & WHITE POLICE CRUISER , sirens blaring , races up the street behind . Baby turns to watch the police car drive up and past . A pause in the music . The police car doesn ’ t return . An urgent bass line . Baby looks to the bank . His goofy chair dance is over . He ’ s stone faced and all business again . Over distorted guitars , our driver watches through partially frosted windows . Sees his colleagues ordering staff to hit the floor . Glimpses scared faces , the brandishing of weapons . The song reaches an interlude ; a vocal comes in and Baby lip syncs every word as his eyes stay fixed on the bank .A snare hits . An ALARM sounds . Baby steels himself . Military snares build like staccato machine gun fire . His colleagues explode out of the bank , two bags full . Baby revs in time with the snares as his colleagues get in . Our driver glances at the bank sign . ‘ CHASE ’ . He pops the car into reverse . Stomps the gas , hard . Snare drums crescendo . The car screams back through the tight spaces between parked cars , makes a tight Rockford to face forward . Baby drops into drive . Swerves wide onto -

Baby ’ s car sails into busy traffic , the track blasting on the car stereo , building in speed and energy . Despite the velocity of the getaway , our driver is calm at the wheel , weaving through traffic like an android . The other gang members lay low in their seats , shrug out of their business attire . They trade looks as Baby swerves . WOOP WOOP . One BLACK & WHITE cruiser screams the opposite way . It zooms past , then makes a 180 behind them . Baby sees the Black & White BEHIND . A light turns red AHEAD . He FLOORS it through the stop light . Other drivers break hard around him . Cars crash , rear end in time with kick drum hits . The Black & White flies through the intersection , gaining . Baby nears 70 mph , the track building with cracking snares . The lone Black & White still dogs behind . Sirens wailing . Baby HITS 70 mph . Then 80 . Comes up to an intersection . Eases off . Makes a hard right at the last second into - A side street . Loses the Black & White . Baby TEARS down the narrow street , dodges dumpsters . On the adjacent artery , the Black & White can be seen in parallel . Baby floors it to the next cross street and SWERVES a hard left , directly into the path of the Black & White pursuing . Baby plows through this intersection , forcing the Black & White and all other traffic to brake VIOLENTLY HARD . The Honda Civic leaves the Black & White in the dust and tears down another straight with less traffic . Baby holds the gas down . Sees something before we do -Baby brakes , pulls hard on the wheel , accelerates through a 180 skid , roars in back the other direction with - THREE BLACK & WHITES now on his tail . Red and Blues . Sirens . Facing the original cruiser , Baby crosses the double line , tears past oncoming traffic and DISAPPEARS up a freeway ramp . No one saw that turn coming but Baby .

The Black & Whites are left behind as Baby revs past the green light and into aggressive morning traffic . 85 ... 90 . Highly distorted guitar signals the arrival of a POLICE HELICOPTER . It dogs above , but has to play find-the-lady with at least three red Honda Civics currently southbound . Baby weaves from lane to lane . As he disappears under a bridge , he crosses to the shoulder and barrels along it at a crazy speed . Tears down the off ramp . And he ’ s back onto -

MASS HONKS as Baby blows through a intersection . Disappears down an alley , weaving these back routes like a savant . As sirens and choppers ’ blades ebb away a little , we see Baby ease it down , a rising bass riff signals a sneaking approach . He slows to see if any cruisers cross by ahead . One police cruiser glides by , sirens off . Baby waits on the bass riff again . Then floors it when the coast ’ s clear . And suddenly - They pull into a covered parking lot underneath a quiet shopping complex and pull up next to a green Toyota Corolla . And like that , the gang leap out of the Civic and into the switch car , money and guns covered up . The gang swap places . Buddy and Griff in the back . Baby shotgun , Darling drives . Lets her hair down . Pulls on a colorful sweater . Baby closes his eyes , pretends to be asleep as Darling roars into the white of morning and the Blues Explosion echoes out . And the first musical number is over . That was something .

OVER CREDITS : ‘ Harlem Shuffle ’ by Bob & Earl . Our hero , Baby , appears from a door in the mirrored exterior of a non-descript business address in Bunker Hill . Baby has his iPod earphones firmly in , his shades on and his bubble of sound around him . Again , he ’ s clearly a big kid when away from the gang , lost in his music . He strolls down the street listening to ‘ Harlem Shuffle ’ . The song is as funky as the business district is not . Office workers stride to work , while Baby STRUTS along like Tony Manero . Baby walks against the traffic , the world syncing around him : a chorus of car honks , cell phones and barking canines . Baby uses a crosswalk , the bleeps and his steps all in time . He reaches the other side of the street and breezes into -

Baby takes one ear out , orders from an unseen MALE BARISTA .Baby puts his second ear back in as the coffee machine screams into life and Bob ( or Earl ) wails over the middle 8 . Baby looks around the Starbucks , sees other young people of his age , smiling and chatting , enjoying their carefree lives . Their actions are magically in time with his personal soundtrack . Baby looks out through the window , sees A PRETTY GIRL walking past . She too is wearing earphones and lost in her own music . For a beautiful moment this girl and the whole damn city is alive and all in step with the music in his head . All except - A BEAT COP . Ironically , the only person not walking on beat . The middle 8 ends . The GIRL disappears . The BEAT COP lingers . Baby grabs his coffee tray . Splits .

One black coffee. One black coffee. One black coffee. And one coffee, black.

You ’ re going to hit an armored truck at Banco Popular in El Monte at 10am sharp. You have the details of the route because someone at the depot has a nasal problem. The bank itself is right by the 10 so we should be able to hit a ramp within 60 seconds of getting out. We also have a diversion crew, who are going to blow up a bread truck a ways away, keep the fuzz busy. Dress code is Michael Myers Halloween masks, but you can ’ t all buy the masks at the same time, looks suspicious. You guys have the switch car all set up, but you want me to go out to the long stay parking structure at a Metrolink and get a ride that stays colder for longer. Boost a commuter car, a family car. Something that will blend into the morning traffic.

I think something on the heavy side, case we need to ram the police off the road. An Escalade, a Yukon, an Avalanche. Whatever it is, it needs to be ready for an 8.30 start. In the ayem.

No bandit glass. One guard unarmed, three cameras, six registers, four open, eight customers.

You and I are a team. There is nothing more important than our friendship.

Uh. The plan is hit this post office. You know a guy who has a...

We get the order slips themselves and it ’ s literally a license to print money. Every money order is a potential 700 dollars, each box of money orders has 250 slips in there. That ’ s 175 K for every box you get...

Tomorrow is the day after people get their welfare, which means there ’ s a lot of their cash in there tomorrow afternoon. Plan is... go in there. Get the money orders. And the cash. I get a used car as the g-ride and the switch car is one of ours. We come back here after and uh... that ’ s it.

I... I just like to listen to what people say. I don ’ t always understand first time out. So I listen back to the words. To understand. And I like to make music out of it. It ’ s just me fooling. Fooling around.

I can do this. I ’ m driving tomorrow. I ’ m not retarded. I ’ m fast. I ’ m driving.

Hello. My name is Joseph. I like watching TV and sometimes I like to listen to old records through the vibrations. I also like frozen peas, meatloaf and white bread and peanut butter. And bananas. Please look after me. Thank you.

They are not my friends. But two are dead. The other. I don ’ t know.

Baby passes the Beat Cop , only doing a subtle strut in time . His swagger returns as he approaches the building from where he came . We see POLICE CARS reflected in the glass of the building . Baby hears their sirens and watches as they pass . As the song fades , Baby opens the door with his elbow , stops it with his foot , all while switching the coffee tray from one hand to the other . He then pirouettes into the open door . He is- The Gene Kelly of the coffee run .

‘ Egyptian Reggae ’ by Jonathan Richman & The Modern Lovers . Coffee is drunk . Cash split . The gang are in a garment warehouse space with some vintage sewing desks . On a large table in the middle . DOC , an older ( 60s ) , silver- haired , very well-dressed man , counts out the day ’ s haul . Darling , fixes herself up ( down ? ) , now looking trashier than before . Buddy , sits next to her and sips his coffee quietly . Baby sits at the back of class , earphones in and shades still on . The goofy kid has disappeared , the stoic , poker faced Baby has returned . The beefy guy , Griff , glowers at him .Doc is brusque , seems irritated at answering any questions .Doc smiles for a second . Then resumes counting .Griff swaggers over to Baby , who taps his fingers on the table to ‘ Egyptian Reggae ’ on his iPod . Griff observes for a while , then holds down his tapping hand . Baby slowly takes his hand away . Now his feet tap in time .No answer . Griff takes out one of Baby ’ s earphones .No answer . Griff looks at Baby ’ s iPod . Drops it with a scoff .Griff snatches off Baby ’ s shades . We see Baby ’ s baby blues for the first time . He looks so fresh faced , so young .Griff does a boo scare on Baby . He doesn ’ t flinch .Doc puts Baby ’ s cut in a holdall and brings it over to his desk .Doc leaves to go to the bathroom . Griff shouts after .Smiling , Griff takes out his revolver , puts it on the desk . Baby looks at the revolver , but doesn ’ t show any emotion .Darling and Buddy exchange glances as Griff playfully swipes Baby ’ s holdall and walks slowly away towards the door .Baby looks at Griff , then the revolver . Griff laughs .Baby looks up at the ceiling . Griff is insulted .Griff huffs , reluctantly puts the money back in the holdall . Baby quietly puts his shades back on again , retreats .

I don ’ t know. There ’ s something wrong with him not saying anything.

I just wan na know what ’ s going in his head. Aside from ‘ Egyptian Reggae ’.

I think he thinks he ’ s better than us, Buddy. Wants to keep his white shirt clean while we plays dirty.

It don ’ t work like that. Someday you ’ ll get blood on your hands and find out it don ’ t wash off in the fucking sink.

Hey Darling, he wants to hang with the older kids, he ’ s going to hear some grown up words. Like ‘ fuck ’.

Hey I ’ m just checking he ’ s gon na be okay out in the world. You know, since he ’ s the only one in here not packing.

Don ’ t want it? Say I took your share, walked out? How you gon na stop me? I wan na see you stop me.

I figured out why you call him Baby. Still waiting for his first words.

Okay folks, if you don ’ t hear from me. It ’ s because I ’ m dead.

Didn ’ t want to embarrass you in front of the gang. When we ’ re square we ’ ll work out a new deal. Deal?

Don ’ t go crazy with that. I want you back behind the wheel and soon. I ’ ll call you.

I need you to drive me to an appointment and I need you to look smart.

I won ’ t be long. In case of fire, there ’ s something in the glove.

And that ’ s J.D. He put the Asian in home invasion. And Bats there-

I ’ d put money on any of you fucking up, before Baby puts a step wrong.

Had an accident when he was a kid. Something went pop in his ear.

Still got a hum in the drum. Plays music round the clock to drown it out.

What ’ s with you all of a sudden? You sweet on that waitress or something?

Well, there ’ s good news and there ’ s good news. Good news is you ’ re paid in full. We ’ re all square. And then the good news is I got another job for ya. So maybe if you wan na get your waitress girlfriend there a rock or some fur, you ’ re gon na get a fat cut.

One, don ’ t reply to my question with a question. Two, I ain ’ t in the habit of taking no for an answer. So, get in. I ’ m driving.

What I ’ m alluding to Baby, is that you don ’ t have to drive forever. You haven ’ t done me wrong yet, have you?

No you haven ’ t. I don ’ t think you have the fuck up gene. Not like your dad.

You keep going like you ’ re going, you can leave the wheels behind some day. How does that sound?

And I ain ’ t seen you break a sweat doing it. I ’ m just saying, there ’ s other jobs in your future. If you want to shift up a gear.

This place doesn ’ t get rolled as much as you ’ d think. Most people get scared off by the area. But we ain ’ t most people.

It will be ripe around this time tomorrow. So what do you say? You wan na go for third time lucky?

Sure you can. But I want you to do something for me right now. I want you to go in there. Make a note of the number and position of cameras, the number of registers open, number of employees and number of customers. Is there a guard? Is he armed? Is there bandit glass? You ’ re not a face so it will be cool. Here ’ s some currency to get changed. Take your buds out and shades off. Less suspicious.

And I don ’ t offer these positions lightly Baby. You wouldn ’ t want me to be offended would you?

It ’ s just when I give you something nice, maybe try and help you out of your situation and you go off day dreaming, I feel like I should go fuck myself.

Normally I ’ d introduce you to the rest of your team. But in this case, you already met.

You ’ re going to stay here tonight. There ’ s a lot of heat around and we need to mix up our routines. So you guys better learn to live together.

What are you worried about other than him turning left, him turning right and him knowing when the light turns green?

That ain ’ t gon na happen. He squeals on the asphalt not to the cops.

Hey mouth, if you can ’ t take my fucking word for something, get back in the elevator.

Used to bait cops by zooming through Malibu speed traps. Going 100 mph with his headlights off, brake lights disconnected. Begging the police to chase him. Then leaving ‘ em in the dust. That was our boy.

Like I said, that was our boy. He ’ s been boosting cars since he was old enough to see over the dash.

He stole a Merc of mine. With a ton of my merch in it. I saw him do it too. I didn ’ t stop him right away either, because I was just like - the balls on this kid.

He didn ’ t know who I was or what he was stealing but when I finally tracked him down I made sure to tell him who I was, what I do and what I am capable of. And he went on to pay me off and show me what he ’ s capable of. I figured if he likes to joy ride so much, we might as well make some money from it.

Turns out his dad used to work for me way back. But that kid is a better criminal than his father ever was. Baby is going to do a great job tomorrow. And you are going come right back here and apologize to me. You mark my words.

It don ’ t work like that. You got another debt now. One you can ’ t pay off. You think the cops are gon na take a check? Think that Buddy has a figure in mind that can replace Darling? None of this is going to go away because you don ’ t wan na play anymore. Whether you pulled the trigger or not, cops are dead. You are not going to get cuffed, they are going to kill you. Whether you shot her or not, someone ’ s girl is dead. He is not going to forget it.

And don ’ t give me any more lines from ‘ Monsters Inc ’ kid. Yeah, I figured that one out. It ’ s one of Samm ’ s favorites. I thought it sounded familiar, you little shit.

Look, the cops are not going anywhere and I don ’ t think it ’ s in you to take Buddy ’ s wind, so the only good news is you like driving. Because you ’ re going to have to hit the gas and not take your foot off for 20 years.

Listen. I ’ m shutting up shop. And real soon. Too much bad business. Not my style. But I think I can help you. So here ’ s what we are going to do -

You ’ re going to go to the florist ’ s first thing tomorrow and you ’ re gon na drop off the flowers to my mother. Big arrangement, I don ’ t know all the names, whatever you think looks good. Get them to her before ten. She ’ s got ta go out.

Card should read ‘ Congratulations on this special day. All my love, your favorite son, Harry ’.

I know that you ’ re hurting. And I know that you want to kill Baby. Maybe you think killing him will fill that hole inside you. That you can mend your bleeding heart by stopping his. And you want me to help you do it. But I ain ’ t going to do that Buddy. Because I am not your doctor... Even though my name is Doc.

You ’ re going to go to the florist ’ s first thing tomorrow and you ’ re gon na drop off the flowers to my mother.

And you? You did great. You aced it. You ’ re one of the good guys.

That true? You listen to music to drown out a noise in your head?

I used to do the same thing. Used to fool around with cars when I was a kid. Drive all night, hopped up, listening to the radio. I used to have a special tape. Used to have my track. My one killer track that would get me flying. You got one of those?

I know ‘ Brighton Rock ’. Queen right? My big brother used to play ‘ Sheer Heart Attack ’ right through the wall. You got it on there?

The plan is that Darling goes in first. Then me and Bats. I take her hostage, put shotgun to her head.

That gets the door open. And gets us where the money is. And where the money orders are.

If it were just me, enough to live on for the year. But if we ’ re talking the two of us, enough for one weekend.

Jackson did the one glove at least thirty years ago. So what, you were robbing banks at the age of five?

You didn ’ t think to tell us your plan? We come in here with no masks, no nothing -

It ’ s just you. You revel in bad choices. In bad luck. And that ’ s bad business.

Whatever you do on your own time is fine. What you do within this group affects us all.

Two things. Don ’ t underestimate me. And don ’ t ever speak ill about my lady. Or I will see red and you will see nothing but black.

At 2AM? That doesn ’ t sound too smart. Or much like you either.

But I ’ m not sure you are. You can ’ t dip your toes, you ’ re either in the pool or you ’ re not. If this is just your escape, then go.

Just about how we should all be getting more sleep before tomorrow.

To be fair, a cop would not come up with an excuse as fucking dumbass as that.

He could be. But ’ s he not. The kid ain ’ t that bright. I don ’ t think he knows where to go apart from his place, that diner or here.

You put him on our score Doc. Him and that ticking timebomb Bats. I took your fucking word for them. Darling took your fucking word for them. Your recommendation. So I am going to recommend you tell me where Baby is, because whether it ’ s your fucking mother ’ s birthday or not, I don ’ t think you want to see her cry tomorrow.

He don ’ t mind. And I never seen you complain when I put on a show before.

Fine, we both have a gaming problem. See? That don ’ t sound so bad.

Oh hey baby. Was going ask, what ’ s a good Egyptian reggae song?

It means my name was on the marquee. And I could charge quadruple for dances.

Are you two fucking? Or you were fucking? You fucked her and didn ’ t call her back. Or she didn ’ t call. Something ’ s up. I can definitely smell fuck in the air.

Let him. So what? He recorded stuff. Big deal. I was kinda hoping someone got all the pork nonsense on tape because that was bananas.

‘ Secondo Intermezzo Pop ’ by Ennio Morricone . Baby travels with Griff , Darling , Buddy and Doc in a packed elevator . All five of them clutch HOLDALLS . Darling is all over Buddy . Smooching and laughing . ( The 20 year age gap between them is a little much . )Griff again eyeballs Baby who has shades back on , phones in .Doc snaps , Darling and Buddy sigh , tired of this shit .PING . The lift hits P1 .Griff makes a move , looking to Doc .Griff exits the frame and the movie . He ’ s never seen again . The doors close and Darling laughs at the release of tension . The lift descends . Buddy and Darling kiss again .PING . The elevator hits P2 . Buddy salutes Doc .Buddy punches Baby ’ s arm playfully .They exit . Buddy shouts back to Baby as the doors close .And with that , the elevator descends . Doc smiles tersely .Baby then speaks his first words to any of ‘ the gang ’ .

PING . Baby and Doc exit into a cavernous parking lot . They walk over to Doc ’ s shiny Black Merc . Doc opens the trunk .Doc holds out his hand . Baby gives him his holdall . Doc takes out one stack of bills and throws both bags in the trunk .Doc gives Baby the one stack of bills . Gets into his car .Doc pulls out . Leaves Baby all alone .

‘ Nutrocker ’ by B. Bumble And The Stingers . A piano bangs out a funereal intro . We see a dilapidated red brick apartment building complete with a rusty fire escape . It ’ s a stone ’ s throw from a park . Judging by some of the boarded up windows , literally a stone ’ s throw .

The song becomes a rendition of March Of The Wooden Soldiers , we see Baby flick the stack of cash in time with the piano . Without his shades , Baby again looks less the badass , more the big kid . Young , of indeterminate age . Handsome , but cute . As the track vamps , Baby puts the money away , under a missing floorboard where an amount of dollar bills are stashed . Baby replaces the board and we get a wider view of his quarters . Pretty basic . Tiny kitchenette . Small bathroom and bedroom . In the center , a dining table and single chair . As ‘ Nutrocker ’ blossoms into a jazzy version of Tchaikovsky , Baby mimes the keyboards on the table . Pounding out the tune with his fingers . Playing at playing like Jerry Lee Lewis . There are iPods on the counter , table and floor . There must be close to 70 devices from different years , different colors , different models , seemingly from different owners . There isn ’ t a computer in the room . Just the odd charger . Battered travel speakers . A cassette deck . Audio tapes . A vinyl player . LPs . CD players , Walkmans . Dictaphones and many other recorders . A treasure trove of music systems and physical media . While there is a tremendous amount of equipment , it ’ s ordered in a way that makes sense to Baby . Very precisely laid out . Baby is now jiving around the room to ‘ Nutrocker ’ . He even pops some pills to the tune . ( Sharp eyes will notice it ’ s anticonvulsant medication for tinnitus and epilepsy . ) It ’ s clear music is an obsession as Baby dances like no-one ’ s watching . As he moves to the other side of the room we see - An ELDERLY MAN ( African American , 80s ) in pajamas and robe , sitting in a wheelchair . He ’ s half-asleep , watching TV . Baby sees a KTLA 5 report on a ‘ Valley Bank Robbe - ’ . CLICK . Baby switches it off . He wakes the Elderly Man and communicates the following in sign language . No subtitles .As drums shuffle and the piano starts a descending octave , Baby makes a sliced white bread and peanut butter sandwich . He makes sure to spread the butter to the edges and cuts it into four smaller slices . Every action has a flourish to it . The song ends as it began , with jolly ceremony . Baby serves the sandwich on bended knee , as if it were a royal platter . The Elderly Man beams with his remaining teeth . In the corner sits one of those deaf friendly phones where a red light flashes when a call is incoming . It is not flashing .

Baby sits alone . The Elderly Man is asleep in his chair . Baby absent mindedly flicks through kids ’ TV CHANNELS . Flip to Alfala from ‘ The Little Rascals ’ singing -Flip to Donkey and several baby donkeys in ‘ Shrek The 3rd ’ -Flip to Sully and Mike in ‘ Monsters Inc ’ -

You and I are a team. Nothing is more important than our friendship.

Baby still sits alone . The Elderly Man now can not be seen . He holds an outmoded Sony handheld cassette recorder . He plays back the audio for the opening chase . We hear a badly recorded ‘ Bellbottoms ’ and all the sounds of the car . The phone sits in the corner . Still nothing .

Baby . Alone . Still playing the tape . We hear this dialogue .VEEEEEP . Baby rewinds this . Listens again .

‘ Call Me ’ by Siriusmo . Baby hasn ’ t slept . Stares at the phone . In time with a track made up of dial tones , he pretends to play it like a theremin . He mimes out this Chaplin-esque routine where he wills the phone to ring with grand choreographed gestures . But no call . Bored , Baby looks into the bedroom . Sees the Elderly Man asleep under blankets . Sunlight streaming in . Slowly Baby starts to fall asleep . But as soon as his eyes close-FLASHBACK : A HIGH PITCHED WHINE ON SOUNDTRACK- A YOUNG 7 YEAR OLD Baby , not wearing headphones , sitting in the same apartment , same table . The furnishings are different . - Young Baby has bruises and visible stitches . He looks up to see the Elderly Man ( about 10 years younger ) offer him a peanut butter sandwich and mouth ‘ you okay ? ’ . Baby closes his eyes . - See Young Baby , unbruised , in the back seat of a car , headphones firmly on . The camera pans around to see - - A crying woman driving . - A man in the passenger seat shouting furiously at her . - The pick up truck they are about to rear end . - The WHINE reaches a peak . Baby closes his eyes . FLASHBACK ENDS . Baby opens his eyes . Gets out of his chair . He looks at one white iPod on the table . The original model from 2001 . It is cracked and broken . Beyond repair .

‘ Intro ’ by The Herbaliser . Baby ’ s back in his bubble . Jacket on . Phones in . Stands by the front door in a hallway with mirrors on both sides .Baby takes his shades on and off , throwing looks into the mirrors , acting out tough expressions and badass poses . It ’ s clear Baby will not leave until the beat kicks in . Baby throws open the door and exits ...

“ He ’ s rough, he ’ s rugged, he ’ s red blooded, he ’ s romantic. He's full of shit. ”

To a funky groove , Baby struts down the stairwell , passing a rising exposed elevator on the way up . He doesn ’ t acknowledge the neighbor going up as he continues his tough act , sauntering down to the front door and on beat - He struts into the street , as if he owns it . Baby jumps into a Blue Chevy Malibu . As the song ends , he rolls away .

‘ Let ’ s Go Away For Awhile ’ by The Beach Boys . Baby . Shades on . Phones in . Looking ahead . Listening to music . He sits in a pleasant , but not very busy , old school diner . The decor is 50s retro and auto centric . Classic convertibles with happy smiling couples inside are painted everywhere . Baby sees the LA Times on the table . He flips it over so he doesn ’ t have to see the headline featuring ‘ Robbery ’ . Baby looks out to see a COUPLE in a car at the lights . They seem happy living the life Baby does not . They pull away revealing- The PRETTY GIRL from earlier . She ’ s outside the diner , wearing grey sweats , and still wearing earphones too . She appears to be singing as she - Walks into the diner and right into the kitchen . Baby peers through the round glass of the kitchen doors as the girl gets changed out of her sweats . Still singing . Baby takes out one ear of his earphones to hear what she ’ s singing . But he can only hear the diner music and a little snatch of her voice when the kitchen doors swing open . For a brief moment , the planets align and Baby ’ s music , the diner muzak and her singing make glorious union .Baby takes off his shades to look more clearly at this angel , but she disappears from view to finish getting changed . Baby stares at the empty space where she just was . Then -Baby looks up in a daze . It ’ s her . She ’ s a waitress .She gestures to the empty diner . One man at the counter and a second bored waitress . Baby stares at photos on the menu .He embarrassedly flips the menu to the other side .The Waitress smirks at his non-answers . Hearing Baby talk more , we note his speech patterns are half schoolkid and half stoner .A long pause . They drift off , lose themselves in the idea .She smiles . Charmed at his odd manner . She walks off .Baby stares as she walks off , tapping the backs of diner stools in time with the music as she goes . She sings a snatch of the song she was singing earlier in time with the muzak .Baby takes in this image of The Waitress framed within the couples in convertible illustrations that adorn the walls .

Don ’ t worry if you need a minute. I got all the time in the world.

Hey don ’ t worry. I get it. It ’ s early. You need Joe to jump start your head?

Me neither. Sometimes I ’ d like to just take off. Put some tunes on. Not know where I was going.

Oh you just decided that? Well thank you but I ’ m sure you don ’ t mean it.

Oh sorry. This isn ’ t my badge. I only just started here as a...

‘ The Plot ’ by Lalo Schifrin . Baby marches into a discount music store , the final resting place of physical media . Zeroes in on the right section . He ’ s never looked so serious . He flips through jewel cases . Finds .We see the CD cover . ‘ Gee Whiz : The Best Of Carla Thomas ’ . He flips to the back cover . Track listings . ‘ 13 . B-A-B-Y ’ . Pays with a crisp new 50 dollar bill . And he ’ s out .

‘ B-A-B-Y ’ by Carla Thomas plays at full volume . Baby stands in the middle of the room . Lost in the track . The Elderly Man sits in the corner again , watching TV . We see a red light flashing on the phone . Baby doesn ’ t see it at first . He mouths along with the song -Baby has started a slow , solo dance around the room . The phone light flashes in time with the track .The Elderly Man waves to Baby , alerts him to the phone . Baby presses pause on his music and picks up .Baby briefly glances at the ceiling , puzzled .

‘ Supervillain Theme ’ by Madvillain .Over the phone conversation , we see Baby in a cavernous discount menswear store in Santee Alley , garment district . It appears that we ’ re in the store after hours and that Doc is very much in charge . He may be the owner as he has several same age lackeys helping Baby try out some smarter clothes .Baby admires his new suit . Doc gives it the nod too .

‘ Marca A La Turca ’ by La Tia Leonor Y Sus Sobrinos . Baby drives Doc ’ s Merc up to an equally smart restaurant . It ’ s a final sitting for dinner , not too busy . Baby sees a booth full of SERIOUS LOOKING GUYS through the window . He wears his new black suit , shirt , tie , smart sunglasses and driver gloves . Only one earphone is in . Doc sits in the back . Baby pulls into a spot . A town car is parked alongside . A valet opens the door . Doc leans over to Baby and whispers -Doc gets out , leaving Baby staring at his gloves , intrigued . There ’ s a hidden weapon in his gloves ? Like in ‘ Iron Man ’ ? Baby then realizes Doc meant the glove compartment . He opens that to sees a PISTOL inside . He closes the glove again . He looks over to the restaurant . Three WELL DRESSED TOUGHS sit in a booth with their backs to the wall . They greet Doc with cordial hugs . They look like gangsters . Or ex-cops . As they talk we only see the back of Doc ’ s head . Their conversation can not be heard but it syncs perfectly with the music in Baby ’ s ears : a wonky sixties cover of Mozart ’ s Piano Sonata in A Major . The four men discuss something important . Through Baby ’ s eyes their hushed talk is scored by the piano music . A 4 bar melody represents one guy talking , the next 4 bars in a higher octave represent a second guy . The meeting continues in time with descending piano scales . A piece of paper is passed to Doc across the table , Baby starts to mouth along with what he imagines the conversation to be , mimicking the facial expressions of the three toughs . As he fully commits to this silly charade the window of the ADJACENT CAR winds down and a POKER FACED CHAUFFEUR looks across at Baby , acting like a goof . Baby stops . The chaffeur then winds his window back up . Then , in perfect sync with a celebratory end to the track Doc walks out of the front door of the restaurant . Doc jumps in , slams the door on the closing note of the song .

‘ Kashmere ’ by The Kashmere Stage Band . Baby walks in with Doc . We see what he sees . Three new colleagues . Three hardened criminals . Meet EDDIE , J.D . and BATS .All 30s , all formidable male specimens . Eddie is a slab of white muscle with a discolored band-aid on his nose . J.D . is a long haired , dopey faced Korean , covered in tattoos .Bats is an intense dude , mixed race , wiry with piercing eyes and permanent grin . He wears a leather glove on one hand .Bats and Co. treat their new member with curiosity and malicious glee ; their jazzy patter overlapping like Altman . They talk around him , at him , project onto him .J.D , Eddie and Bats are up in Baby ’ s face like wild dogs as Doc busies himself writing on a freestanding chalkboard .Baby doesn ’ t react to them talking about the accident . He ’ s distracted by one of J.D ’ s tattoos that reads ‘ Hat ’ .Again , Baby doesn ’ t directly answer . We CUT TO-

Come on. Don ’ t ask me that. That ’ s a No-Nose ’ no-one. Page one.

No need for the intro Doc, everyone ’ s heard of the ‘ One Glove Bandit ’.

If he ’ s got phones in all the time how ’ s he ’ s concentrate on the job?

Why ’ s he listen to music all the time, he got mental problems or something?

Hey. I got the mental problems on this crew. Position taken, you hear?

Yeah it used to say ‘ hate ’, but to appease my parole officer and increase my chances of employment, I got the ‘ e ’ removed.

I got a question. Tell me why I should believe Phones over there listened to a damn word you just said? You go through the whole play and he ain ’ t listening.

What ’ s in there is ours. It belongs to us. They got our money. Our hard earned paper. They snuck in last night when we was asleep, took our pants off the chair and emptied our wallet. They got what is rightfully ours. So let ’ s take it back. What is rightfully ours.

Do I look like a fucking guy who knows a fucking thing about Barbra fucking Streisand?

First Streisand, now Queen? Are you three going to be belting out show tunes on the way to the job? You don ’ t need that shit. You don ’ t need a score for a score. Just drive a fucking car.

A cigarette song? Yes. Aprés heist with a glass of scotch? Absolutely. But not on the way to a job. Don ’ t need any extra noise. I got enough demons making music up here.

My old buddy wanted to pull out of a job because of what was playing on the radio. We ’ re about to go in, he won ’ t get out of the car. Why? Guns & Roses ’ ‘ Knockin ’ On Heaven ’ s Door ’ is playing on the FM. Gives him the heebs. He says we all gon na die in there.

Nah. We did it. And he was half right. He bought it. I didn ’ t. Fucking crazy.

My uncle used to be a movie nut. And we used to ride together, pulling off liquor stores. He was my road dog. And he used to say we should get chase music ready next time we get in a chase. I say like what? He says get the chase music from Bullitt. He was way into Steve McQueen, not Queen. And so I goes into some record store and I pocket me the Bullitt soundtrack. And guess what? We can ’ t find the track. Know why? There is no fucking chase music in Bullitt. It ’ s just the noise of the car.

So I said to my uncle, that ’ s the only music you need, the sound of a 390 V8 in a third gear four-wheel slide, there's your music. My uncle didn ’ t believe me, he said there ’ s definitely music in the Bullitt chase and I said yeah there is, it ’ s VROOOOM VROOOOOOM VROOOOOOM.

I got some contacts to get us hardware that ’ s fresh and clean. Keep up Rain Man, we picking it up tonight.

I got ta take a leak. You guys want anything while I ’ m in there?

Fuck no. It ’ s not a Michael Jackson thing. It ’ s all me. I wan na make an impression.

They don ’ t know the name Bats but you better believe they heard of the One Glove Bandit. I come into a bank and the business manager sees this glove come off, he knows I mean business.

That ’ s the genius Darling. When I think they ’ re onto me, I just -

He needs to swagger in like he ’ s got one. Let ‘ em know we ain ’ t a bunch of pussies. Darling excluded of course.

Baby, take the gun. It ’ s not like I ’ m asking you to hold my cock.

It ’ s just his tunes. He ’ s a little Looney Tunes and he needs his tunes.

Tequila! Hey, why did the Mexican push his wife off a cliff? Ah, I ruined it-

I believe we established I was. Why, do you still wan na see my ID?

Those what-ifs are dead Darling. They ’ re ghosts now. Only way they ’ ll finger us is through a Ouija board.

Well hel-lo Baby. I never seen you so mad. You saw a bunch of bodies hit the floor and you didn ’ t say nothing, but for some reason, you get all mad about this one diner.

We ’ re all going to end up in a chair. Maybe see out your days in a lawn chair at Holiday Villa, maybe settle with the electric one. Might be just me, but the latter sounds funner.

What ’ s bad luck to you are more open doors for me. So I ’ m gon na pick thirteen as my lucky number and make hay while you Hail Mary.

Don ’ t worry Buddy. I ain ’ t gon na mess up. I know you have noses to feed.

Here ’ s the thing. You rob to support a drug habit. I take drugs to support a robbery habit.

I ’ m deadly serious. This is my job. It ’ s you two who ’ s on vacation.

Stop me if I ’ m way off. But I ’ m thinking you were a stockbroker, maybe with a previous fiance, maybe a wife, maybe kids. You ’ re making good money, you ’ re good at your work, but you also play hard. And you like the wild side too much, get in too deep, rack up debts that would make even your employers blush. So either you get laid off or someone wants to break your legs. You decide to run off, maybe take your favorite lap dancer in tow, head out to the desert and disappear into your double life, concentrate on the three things that get you high : the money, the boogaloo, the sex, the action. Okay four things. But am I close?

Just saying you ’ re on a trip right now. And maybe it ’ s one you ’ re not coming back from. Either way, if you ’ re from Wall Street you ’ re already a bigger crook than I ’ ll ever be.

Where did you find her? Vegas? Reno? I think maybe it was Morongo.

You seeing this Baby? This is what happens when a man loves a woman.

These cats need a happy meal. But I ’ m just gon na get the check... Debora.

Oh and my friend here hates this place. I think it ’ s okay. So I wan na ask you, what ’ s his problem?

Come on, let ’ s bounce. You guys go on out to the car. I got this.

Nothing ’ s going to bite no-one. We got this Doc. You got no worries with us three here.

I don ’ t know. I ’ m starting to think he is the crazy one on this team.

I saw the first glints of steel in Baby tonight, but not when he had a gun in his hand. He ’ s real quiet then he can get real emotional. And over some dumb waitress.

Looks like he ’ s going somewhere at 2 in the morning. You going somewhere Baby?

And why do you like to record stuff. Are you the police? Are you a snitch?

That don ’ t mean nothing. He could be working out his daddy issues on us. Or maybe, just maybe he is fucking retarded. Are you?

I asked him. But ‘ acting ’ is right. What if this is a cover? What if Harpo here is a real Serpico?

Did we not establish what happens when you act the fool with me?

Now I ’ m going to make this clear. You can listen on your phones or do whatever it is you need to do. But I don ’ t want to hear none of your bullshit today.

Remember, what ’ s in there is ours. It belongs to us. They got our money. They got our money orders. They got our momma ’ s jewels. They got our girlfriend in there. So let ’ s go in, get them, get her. Take back what is rightfully ours.

I ’ m blowing your fucking head off in three seconds if you don ’ t move!

‘ Unsquare Dance ’ by Dave Brubeck . Over a strong bass line , hand claps and snare drums - Doc relates a plan to the four strong team . Some of it is illustrated on the chalkboard . We see everyone , except Baby , listen as Doc relays details of masks , timings , routes etc . Baby sits at the back again . The music in his ears fully drowns out any dialogue . But he watches their lips . There is a TOY CAR on the table next to some floorplans . Baby absent mindedly plays with it as he taps his foot .Wowed silence .

‘ Bongolia ’ by The Incredible Bongo Band . On a bongo roll , we see a windshield POV , as we pull into a concrete parking structure and park up in a long stay spot . Shades on , ears in ; Baby sits in a 1989 white Toyota Camry . And waits for something better . Drums kick in . Tempo shifts up . The lot gets busy . On every second beat we hear a loud vibraslap and each time Baby sizes up another car . Office workers slamming car doors and beeping keys in perfect sync with his music . We see a silver Infinti dropped off , a blue Accord , a green Acura , a silver SmartCar , then bingo . A black Avalanche . The middle aged , middle management AVALANCHE OWNER beeps it locked . Then wanders out of the lot , nose in the LA Times . On a drum fill , Baby jumps out of his ride , follows .

A brass riff scores Baby following the Avalanche Owner , copying his stride . He follows him onto the train platform . Apes his glance to the digital timetable . He even swipes a discarded paper to look like a real commuter . When the Avalanche Owner reaches the edge of the platform . Baby stops , pretending , like his mark , to read the LA Times too . The Avalanche Owner stops to get a coffee from a news stand . Baby does too , like a weird echo of Harpo Marx . A bongo solo signals the arriving train . Baby waits , lining up one door away from the Avalanche Owner . They get on . The Avalanche Owner moves inside the carriage , Baby does too and KNOCKS RIGHT INTO HIM .Baby then swiftly moves further down the carriage . The breakdown ends with a key change and a whistle blowing . Just before the train doors close , Baby slips off again . Now a solo sax joins as Baby struts back to the parking structure , a swing in his step as the train leaves behind . The brass sounds triumphant as Baby Travoltas back into the long stay area and right up to his prize . The Avalanche . Baby walks up . Whips out the OWNER ’ S KEYS . Beep beeps . Gets in . Pulls out .

The Avalanche pulls into a strip mall lot outside the bright red facade of a Banco Popular . Parks up . Baby is still at the wheel . In the back are Eddie and J.D . dressed in black duds . In shotgun and in black is Bats . Baby spies , with his little eye , a utility uniformed MARINE walk past their car and over to a 1988 Red Toyota Pickup . The Marine eyeballs the Avalanche as he gets into his Ford , but Baby ’ s attention turns to another Ford , the E-350 ARMORED TRUCK which pulls up level with a side entrance to the bank . Bats breathes deep . Whispers a mantra , half to himself .Baby hits play on an iPod plugged into the Chevy ’ s stereo . ‘ Neat Neat Neat ’ by The Damned . A menacing bass riff scores - Bats . Pulling on the mask from the movie ‘ Halloween ’ . In the back Eddie also pulls on the ‘ Halloween ’ mask . Third up , J.D . pulls on an ‘ Austin Powers ’ latex face mask .Austin Powers goes to open his door when Baby stops them -Baby rewinds , plays the intro again . The gang stare like he ’ s insane . When drums kick at the 5 second mark , Baby points .The gang jump out of the Avalanche . Run over to the truck . Surprise the Hopper unloading bags from the back doors . Halloween 1 is about to cold cock the Hopper when - Baby pulls forward a few feet , blocking his view of the violence . He looks dead ahead , retreats into his bubble . Chooses not to watch . He lip syncs the first verse -Then on a key change into the chorus , he backs up . Sees two Halloweens and Austin Powers , each with a bag running toward . Baby can see the Hopper beyond them . Face down on the ground . Blood on the concrete . Baby didn ’ t want to see this . Then- Halloween 1 & 2 jump in . Austin Powers lags behind , a klutz .Austin ( J.D . ) finally makes it to the car . And then Baby floors it , spins a perfect circle to face the exit . When - The RED PICKUP reverses into their path . Blocking the exit . Baby squeals to a halt as the Marine jumps out , pulls a RIFLE and opens fire on the Avalanche . Holy shit . Baby & Co. Hit the deck . Bullets spiderweb the windshield . Slam into reverse . Scream into a J-turn . BANG ! The Marine takes out the rear window . Glass rains down . BANG ! The driver of the armored truck is out and firing too . VROOM ! Baby floors it . Escapes over a landscaped island . In his shaking rear view , Baby can just see the Marine jump back into the Red Pickup , as he roars onto -

From who? Is everyone in this mall wearing a Mike Myers mask too?

“ Be a man, can a mystery man. Be a doll, be a baby doll. It can ’ t be fun in any way. There can be found no way at all. ”

Sweating , Baby speeds out of there . Screams down the shoulder . Going 70 ... 80 . The gang in the car have their masks off and slump down , out of sight . Bats curses . An out of control guitar solo signals the Avalanche joining the freeway and swerving wide to occupy the far left lane .Baby holds the gas down , tearing up the far left , swerving only to overtake cars observing the speed limit . As the guitar solo goes up in register . Bats sees- THE RED FORD PICKUP is behind and gaining . Baby is boxed in by rigs . Allowing the Pickup to get close .Right now . There is nowhere to go . The Pickup closes in , a determined Marine at the wheel . To the gang ’ s amazement , The Pickup attempts the PIT maneuver ( Pursuit Immobilization Technique ) , tapping the back of the Avalanche and sending the gang into a tailspin . That would be pretty crazy , if not for what happens next . Still boxed in by surrounding rigs , Baby spins the wheel and turns the fishtailing Avalanche around to face front again . Nose forward , Baby floors it , snakes in between the rigs in a hairy move , just missing them both . It is some fancy ass driving . Though Baby looks shaken . The Pickup is left on the scorching hot 10 , as the Avalanche swerves hard right and , like that , is gone -

The Avalanche glides fast down the off ramp . But up ahead- A RED LIGHT . Construction . Single lane traffic . The music breaks down to the solo bass line . Baby ’ s car is third back from the stop light . Bats motions for them to get out .Baby unplugs the iPod and jumps out , there is a PAUSE in the music . We hear traffic , sirens approach , sounds of unease . Bats and Eddie stroll with their bags to the first car at the stop . A Blue Accord with a YOUNG MOTHER inside , Bats taps his pistol on the passenger window . The Mother looks stunned .Bats roughly pulls the Mother out and gets the fuck in . Baby quickly , instinctively opens the back door . Sees- Her YOUNG SON on the backseat . He recognises himself , then unbuckles and hands the scared kid to his mom at the roadside .J.D . is lagging again , having run back to retrieve a gun from the Avalanche . Bats mutters again at the gang klutz . J.D ’ s Austin Powers masks FALLS OFF as he races to the Accord . He quickly picks it up off the street and jumps in .Baby is now in the drivers seat and quickly plugs his iPod into this car . We barely miss a bar . The light turns magically green . They pull out and drive to -

Baby eases this unplanned ride into a shopping center parking lot . The GPS is going crazy ( all in time with the music )Baby glides past an oblivious Black & White that is on its way out of the huge mall . When the cruiser is out of sight , Baby swerves hard and heads for their target , a quiet access street behind a Target . They pull up next to a 2005 SILVER SATURN AURA parked in the shadow of the morning sun . On the final chorus , drums drive up the energy as our gang jump out and slip into their third ride of the day . We ’ re back to something like clockwork . The hi hats blending into white noise as Baby slams into drive , peels out and -

Pulls up to a sharp stop back at Doc ’ s . Baby got the gang out of a mess . But he is not as calm as before , he ’ s sweating .We hear the ‘ Harlem Shuffle ’ intro again . But this time -

It ’ s a cover by ‘ The Foundations ’ . And it ’ s a faster tempo . Equally , Baby performs his coffee run at speed . But he ’ s not strutting this time . He ’ s not enjoying himself . At all .

Doc divides up the take in front of the gang . Baby walks back in , handing out black coffees . To Doc , to Eddie , to Bats , to ... Baby looks for the missing team member . Doc catches it .Eddie sips at his coffee . Bats sits back and stretches .Bats lifts up the Austin Powers mask , puppeteering it with two fingers through the eyes and his thumb through the mouth .Bats grins at Baby like a naughty schoolkid .

PING . Baby exits the elevator with Doc . Both carry holdalls . Baby walks over to the Silver Aura . Stares at the trunk . But doesn ’ t dare open it . We see a SMUDGE OF BLOOD on the latch . Stay on Baby . Mesmerized . Horrified . Doc takes Baby ’ s Holdall from his hands . Gives him a stack of bills in return .SLAM . Baby shuts the door , sits in the car . Alone .

A slowed down version of Carla Thomas ’ ‘ B-A-B-Y ’ starts . Baby watches his former ride ( the Aura ) and former colleague ( J.D . ) , about to be destroyed in a car wrecker . A hydraulic plate presses . The windows explode . Baby turns , equally crushed , as the song drowns out the CRUNCHING METAL . He closes his eyes . FLASHBACK : A HIGH PITCHED WHINE ON SOUNDTRACK In reverse we see the CRUNCHING METAL of a car slamming into the back of a pick up truck . Then see in reverse- - The man shouting . The crying woman driving . The busy road . - We see a Young Baby sitting in an apartment we haven ’ t seen . Standing over him , the Man & Woman from the previous flashback . - Eyes closed , Young Baby opens a hastily wrapped gift . He opens his eyes to see a new iPod . The one we saw earlier , unbroken . - Young Baby peers through a bedroom door . Sees the Man & Woman argue violently . Listens to the iPod to drown out the fight . - Young Baby hides under his comforter . His mother leans over him . Her mascara has run . She takes out one of Baby ’ s earphones , says ‘ Hey Baby ’ . Young Baby closes his eyes . The WHINE peaks .

Baby opens his eyes . He sits in his usual spot . Sans shades . Retreats into a happy song ( ’ Lalo Bossa Nova ’ by Quincy Jones ) . A finger clicks in front of his face . She ’ s here . His waitress .Baby doesn ’ t catch this . She takes one of his earphones out .Baby is not sure whether he ’ s dreaming or not .Baby is confused .Another pause . The waitress breaks into a cute grin .Baby glances at the menu , but can ’ t stop watching the Waitress , who small-talks with a Second Bored Waitress .The Waitress grins . Baby loses himself in that sunny smile .The song fades in Baby ’ s ears . The waitress comes back .This is not as smooth as it sounds .Baby takes out his iPod and shuffles through in front of her . Debora notices that it is pink and covered in glitter .Debora laughs again . This kid is a kook .Baby is looking flustered . He holds up the iPod again .Debora pauses , smiles sweetly at him .Baby knows what he wants . Her .

Yeah you are. And you sir are going to be my last customer because I am walking outta that door in precisely 30 seconds.

You can. But I don ’ t know how exciting you ’ re gon na find the laundromat.

Well you might not drink sir, but I am sure getting a buzz off you.

Yeah. Tell you what, you have a think about what you want, and I will stick around and wait for you.

That kid ’ s been coming here since before me. I think maybe his mom used to work here.

The Beck one? Yes, except I ’ m ‘ d-e-b-o- r-a ’ and I think that ’ s just ‘ d-e-b-r- a ’.

Yeah, the song is about him wanting to get with Jenny and her sister too, whose name is Debra. So it ’ s not even really about me, it ’ s about the sister. My sister ’ s name is Mary.

She ’ s got all the songs. ‘ Mary, Mary where you going to ’, ‘ Proud Mary keep on burning ’, ‘ Mary, you shouldn ’ t let ‘ em make you mad ’. She ’ s got me beat. Again. She ’ s got endless songs. I got one.

T-Rex? I know ‘ em, but I don ’ t know that one. How does it go?

Hey, I guess I am wearing black and white. So you can call me Dee-bra.

You have different color iPods for different days, different moods?

Oh wow. I like to think I can sing. But I am not a pro or anything. What does she do now?

How about you play it for me sometime when I don ’ t got ta rush off. Deal?

Wait, I take that back. I guess not everyone listens to music. Could be a podcast or an audiobook. Hell, I get to sleep listening to whale song. Never even seen a whale but I sleep with one.

Half. Like Tina. Don ’ t like Ike. He ’ s a bad man. Don ’ t like bad men.

I don ’ t need bad people in my life. Or my ears. I ’ ll stick with the whale.

Maybe your friend would like to fill out a suggestion slip and tell us how we could improve our service.

I found another Debora song. It ’ s by Dave Edmunds. The lyrics say she ’ s a ‘ heart breaking, love making connoisseur ’ and frankly she sounds like a bad person, so I am discounting it. Hope this finds you okay. Maybe drive off another time? D. ”

‘ Debora ’ by T-Rex . Baby sits in a Red Chrysler Lebaron singing along . Loudly . Out of his window , he sees the real Debora leave work . She briefly shoots a look Baby ’ s way . He ducks .

... then resurfaces wet to sing along with ‘ Debora ’ . Again . Baby is in the bath . The song echoes around the tiles . It is being played on a battered iPod speaker dock . Baby goofs around to the track in the bath , in his own mini musical .

‘ Debora ’ still plays . Baby dances around the living room . The Elderly Man is in his chair , looking more and more like a piece of the furniture . He watches the local news again with subtitles . We see that THE MARINE is being interviewed when - Baby switches the channels to ‘ Jeopardy ’ . Then Baby resumes singing with ‘ Debora ’ again , leading into a - ‘ DEBORA ’ ON REPEAT MONTAGE : The song scores Baby ’ s night . - Baby flicks through an address book . Empty except for ‘ D ’ . We see ‘ DOC ’ and his phone number written in a scrawl . - Baby adds the name ‘ Debora ’ . Under , he draws a question mark . - Baby plays dialogue on his recorder in time with ‘ Debora ’ .VEEEEEP . He rewinds this . Plays it again . - Baby uses a twin deck cassette recorder to edit dialogue . We see stacks of TDK D90s and TDK D30s audio tapes . - Using the pause , play and record buttons on the twin deck , he has edited a conversation with Debora to say -- Baby sits back in a chair and listens to this dialogue on a loop . It ’ s now the dead of night . He is alone when - The phone rings . FLASHES . Baby stares . Doesn ’ t pick up . - Baby sits on the bathroom floor . He lip syncs along to ‘ Debora ’ with gusto , as if driving other concerns out . - Baby peers back into the main room . Two things . One . Sunlight floods in . He has clearly not slept again . Two . The phone is still FLASHING . Baby doesn ’ t pick up . - Baby sits at his bedroom window , looks out at the city . Mouthing along with ‘ Debora ’ again . - The phone FLASHES again . Baby is not present . We see the Elderly Man rise slowly out of his chair to answer . Baby runs out of the bedroom . Motions ‘ No ’ . Stops him . He watches the phone FLASH . ‘ Debora ’ echoes around the room .

Baby comes bounding out of his block . He gets into his Red Chrysler Lebaron and peels out . He doesn ’ t see- A BLACK MERC behind him . It follows slowly .

‘ I Can ’ t Believe What You Say ’ by Ike & Tina Turner . Baby is happy to be back . Upbeat music on . His shades are off . Has the pink iPod with him . He looks out of the window- He imagines himself and The Waitress as a young couple in a 50 ’ s convertible at the lights . Smiling , laughing . Then he hears-She ’ s here . The dream come true .Baby smarts a little at this . Debora stops herself .Baby offers up his iPod . She reads the display .Baby then sees . Outside the diner . For real . DOC . Patiently waiting outside his Black Merc .Debora sees she has lost Baby ’ s attention .Baby just stares out the window . Debora notes his unease .Baby pauses his music . We hear that FAINT UNSETTLING HUM .

Baby walks up to Doc . Shades firmly on . The hum continues .Doc opens the passenger door . From inside , DEBORA puzzles at this well dressed older man opening the door for Baby . Baby looks at Debora one last time , takes a breath . Then jumps into the passenger seat . They disappear .

‘ Here We Go ’ by Mister Scruff . Doc drives the Merc down a street with palm trees on either side . But this is not Sunset Boulevard . It ’ s Watts . Baby looks out of the window . His stomach sinking .Baby says nothing .Baby looks out of the window . Doc seems offended , then smiles .

Doc pulls into a unremarkable strip mall that houses a post office . Construction is occurring nearby . The noise is disorienting . It is hot outside . Sticky . Close .Baby looks at the immediate area , feels uneasy . Turns to Doc .Doc looks at him , then shakes his head , smiling .Baby does so .Doc motions to the backseat . There is an EIGHT YEAR OLD KID sitting on the backseat . He has his own phones in , and is plugged into his PSP . He throws Baby a bored look .

Baby enters the post office . An alien environment to him . It ’ s an impersonal space . Like a bank , but without couches and complimentary coffee . A security guard is present . The counter is wide open , a heavy door protects the back room . Without music playing , we again hear the hum in his ears . It ’ s an unsettling noise that accentuates Baby ’ s unease . It is also intensified by the whine of computers and cameras in the room . Baby cases . He counts the number of cameras ( three ) and the number of registers ( six ) . There are a few ( eight ) customers doing business at the ( four ) registers open . He mouths the numbers . The Kid tugs on Baby ’ s leg . Whispers .They wait in line . The kid continues playing on his PSP .Baby reaches his TELLER , a sweet faced lady , some jewelry , personal flare , a small crucifix . He hands her some pesos .The Teller is bemused . She hands back some dollars .The Teller passes a mint across , smiling sweetly .Baby has a sudden flicker of concern . Politely asks .

No bandit glass. One guard unarmed, three cameras, six registers, two open, eight customers, four employees.

Who doesn ’ t? ‘ Everybody wants happiness, nobody wants pain, but you can ’ t have a rainbow without a little rain ’. Wise lady.

Yeah. She did seem real nice. You probably wouldn ’ t even need to use a gun with her. Just say boo and she ’ ll give you the big bills first.

Baby jumps back in shotgun . Samm in the back .The kid coughs . Mouths ‘ four employees ’ .Doc smiles . Baby does too , but only for Doc ’ s benefit . When Baby looks out of the window , his expression clouds again .

‘ Threshold ’ by Steve Miller Band . CLUNK . The elevator doors close on Baby and Doc like a prison cell . Baby looks trapped as he and Doc go up in the world .Doc eyeballs Baby . Unsure if there ’ s hesitation or insolence .Doc smiles broadly . This is somehow much worse . Baby takes a breath , takes his shades off and says the following .Doc is surprised and touched .CLANK . The elevator reaches their floor . The doors open .We see Baby take a big breath before walking back in .

Walking through the doorway of Doc ’ s warehouse , we see what BATS He ’ s got tinnitus . A hum in his drum that he has to drown out by playing music all the time .Bats takes offense at this . Stares at Darling .Bats just laughs . Darling takes a cue to powder her nose . Baby sits on the opposite side of the room to Bats . Buddy walks over .Baby speaks phonetically . Like he ’ s never said the title aloud .Baby swaps out the iPod he has plugged in , for another one in his jacket . His deep pockets have lots of devices it seems .Baby finds it . Plays the intro to ‘ Brighton Rock ’ by Queen . Buddy takes one earphone . It ’ s a weirdly intimate image of two men sharing one pair of earphones . We hear a fairground organ . Then a chugging electric guitar . Buddy nods , grins , reliving his teenage rock years . Bats looks over at them both , incredulous .Bats warms to his theme . Turns his chair to face them .Bats jumps up now . Seems to be a little coked up .Bats grins at Buddy . Darling re-enters . Senses tension .Doc clicks his fingers .

‘ This Is Soul ’ by Paul Nero . Doc relates the plan on the chalkboard . Again Baby drowns this out with incongruously jazzy music in his ears . This time Baby only half watches . He looks up at the lights , blots them out with his fingers in time with the music . He then plays with TOY CARS on the table . But makes them CRASH into one another . The song ends as Doc wraps up .All eyes are on Baby to reiterate the plan . But he is not as impressive as before , stuttering through the following .Baby goes red . Like a child embarrassed in front of class .Baby stalls . Doc is disappointed . Becomes more intense .Bats breaks into a wide toothy grin .

‘ Nowhere To Run ’ by Martha and the Vandellas . Baby drives . Bats in shotgun . Buddy and Darling in back . She sings along . She has some really good lungs .For once , everyone in the car is enjoying the music . Everyone except Baby , who looks like he wants to be somewhere , anywhere else . On the line “ I know you know you ’ re no good for me ” , Baby looks at Bats , a dread descending . Bats motions to pull over .

Bats jumps out of the passenger door .Everyone shrugs a negative response .Bats saunters off . Baby watches him walk up to the gas station where a MALE CLERK is behind the counter . Buddy and Darling smooch . Baby glances at this in his rear view .Darling breaks out of the embrace , hits him playfully .Baby looks back into the gas station . He can ’ t see Bats OR the clerk anymore . It doesn ’ t feel good at all . He mutters .The door opens . A grinning Bats is back . He dumps whole armfuls of chewing gum onto Buddy . Packets and packets .Baby looks back to the gas station . Still can ’ t see the clerk . He peels out fast .

‘ Fog On The Hudson ’ by Moondog . The gang wait in the dark outside a deserted train yard . Headlights off . It ’ s eerie quiet . Inside , everyone chews gum . Save for Baby who doesn ’ t look like he wants to play anymore . Bats flexes his hands . We see his single glove .He slips on a second glove too .Bats shrugs as if to say “ Maybe I was ... ” .

‘ Tequila ’ by The Button Down Brass . Cowbells play in Baby ’ s ears . A bass part kicks in as - Our foursome approach the truck and the semi-circle of black SUVs with tinted windows . In the center of this gathering , portable work lights illuminate crates covered by a tarp . Four linen suited gorillas flank the crates ( we ’ ll call them FARMERS ) and a more urbane man ( THE BUTCHER ) stands in the middle , quietly makes a list to himself . As they walk up . Bats discreetly offers Baby a pistol .Baby looks at the pistol being offered . Stalls on taking it .Baby takes the pistol , just as they come within shouting range of the men gathered around the crates . The tallest of the ‘ Farmers ’ , ARMIE , a thick-necked giant looks straight at Baby , with his earphones in and shades on .Baby looks at his iPod display .The Butcher starts proceedings by throwing back the tarp . The crates are stencilled with ‘ LAPD ’ . On top of them is a huge smorgasbord of GUNS AND AMMO . Black gun metal gleams at them .On Darling : ‘ What ? ’The Butcher motions in turn to Berettas , Smith & Wessons , Glocks , Kimbers , Colts , Heckler & Kochs and Remingtons .The Butcher gestures to a wide array of ammo and grenades .Buddy , Darling and Baby look bemused . Bats claps his hands .A trumpet hits a loud blast of ‘ F ’ , as suddenly - BRAP . Bats draws and shoots the Butcher POINT BLANK in the face . He drops . Dead . WHAT THE - The big Farmer guys , caught off guard , reach for their arms . Stunned , Buddy , Darling and Baby hit the deck . Bats then SMOKES the nearest Farmer . As his body falls , Bats rolls down next to his corpse . Grabs his machine pistol . The song hits a breakdown where duelling drummers madly flail away at each other in furious patterns as - BRAT BRAT BRAT . The remaining farmers LET RIP with their machine pistols and shotguns at the air Bats just vacated . The syncopation of music and action is shocking and awesome . Over crates and car hoods , the fire fight between Bats and the three Farmers as the duelling drum solo intensifies , each burst of gunfire matched by a burst of drums . The noises echo around the train yard . A portable light is knocked over , creating dramatic under lighting . Buddy and Darling are forced to join the violent melee . From the deck , Baby has a sideways angle on a six way fight . Gunfire builds . Shells drop . Car windows smash . The drums on the track get louder and louder as Baby watches his colleagues spew hot lead . BRAT BRAT BRAT BRAT . One Farmer aims at Baby . Baby rolls out of the way and runs like hell . He is trailed by bullets , dives over a crate for safety . The tempo peaks , there ’ s a last burst of drums and guns . And - Baby looks up . The train yard is quiet again . There are five bodies on the ground that appeared to be alive seconds ago . He can not comprehend what he has just witnessed . Bats is out of ammo . Grabs a nearby clip . Winks to Buddy , who strides over and goes to strike Bats with his pistol .Bats dodges and shoves Buddy right back .We ’ ve never seen Buddy this mad . It ’ s not fun .In ‘ Tequila ’ , a huge trill of brass sounds as - We see one of the farmers is not dead . He runs past Baby , toward one of the SUVs . Bats yells at Baby , who is closest .Baby has his gun in his hand , but does not fire . The farmer jumps in the SUV . Makes a break for the entrance . Fuck - Instead Bats lets rip at the fleeing vehicle . Buddy and Darling grab a shotgun and mini pistol from the dead and also unload . Baby hangs back and pointedly does not join in with the shooting . His face says everything . He doesn ’ t want this . Wailing brass , furious drums and hammond organs score a barrage of bullets that stop the escapee dead in his tracks . We hear a sustained HORN , as the driver slumps on his dash .No time to argue . Baby grabs another abandoned SUV as Bats , Darling and Buddy grab as many guns as they can carry . Baby starts the car . In his haste , one ear bud has dropped out , meaning that Bats can hear the track as he jumps in the passenger seat with a lot of hardware in his arms . Baby waits for the others , then floors it . The brass in the final bridge reaches a resounding climax as they pass their old Cadillac , Bats takes a grenade , flicks the safety and throws it into the open window . As the car goes KA-BOOM in the night , Bats sings along -

Oh yeah? How we supposed to know it ’ s not the police or something?

Tonight gentlemen, ladies, we have only the finest cuts of pork. Direct from local smokehouse.

You are experienced butchers yourselves, so as I am sure you are aware the humble pig can be cooked from nose to tail. So I can offer you nine cuts at the best prices in all of Christendom.

So let ’ s dive in head first : from the jowl we have the God-sent Roman bacon that is Guanciale. Actually from the shoulder of the hog comes the Boston Butt, a tough but tasty cut. Then the Picnic Shoulder is a favorite for those who enjoy the smoking of pigs. Then center cut loin, double cut pork chops, baby back ribs, pork belly and Serrano ham on the back leg. Every one delicious.

Fantastique. And how will we be paying this evening gentlemen... ladies?

You stood by while the blood of our colleagues was spilt. That ’ s red ink for you my friend.

This is falling on deaf ears. Just tell us where your colleague is.

The foursome drive in the newly acquired SUV . All are silent . Bats is still jonesing from the previous encounter . Baby drives past his usual DINER and subtly looks in to see if Debora is working . Before he can establish this -Baby does not . Keeps driving .Baby stops . Bats fixes him . Furious .Baby is firm . Bats breaks into a sickly grin . Cackles .

‘ When Something Is Wrong With My Baby ’ by Sam & Dave . This song plays on the diner ’ s stereo system . Opens with -Debora is dealing with one sole customer at the counter , she looks bored and distant . Then the door opens and in walks - An intense looking Bats , a grim Buddy and Darling . And behind them , Baby . He pointedly looks at Debora , his sunglasses very firmly on . He is not smiling . She ’ s never seemed so far away . She gets that something ’ s up . It ’ s as ominous as him and Doc in the parking lot . She ’ s also never seen him with sunglasses on . In fact she ’ s never seen a booth of four people all with sunglasses on at night . It ’ s as weird to us as it is to her . At the booth , Bats soaks up the tension . Loves it .Buddy talks calmly , but intensely . Tears a napkin into strips . Baby and Darling are caught awkwardly in the middle .Baby has been watching Debora the whole time . She comes over . Senses the sour mood . Plays it cool .This strikes Darling as odd . She looks at Baby , who stares down at his menu . When Debora leaves , Bats continues .Baby ’ s glances at Debora . But says nothing .During this exchange , Debora looks at Baby , deeply concerned .Buddy glowers . Sub zero sarcasm .Buddy is still unamused . Then -Buddy is scary when angered . Bats breaks into a big grin .Buddy ’ s eyes glaze over . He shifts in his seat . Grips a fork . It ’ s fucking terrifying to see him shift . Bats just laughs .Debora comes over with the three Cokes .Baby sees that for the first time . Debora is wearing a ‘ Debora ’ name tag . Bats then throws an arm around Baby .Baby can not look up at Debora . She replies coldly .Debora puts their check on the table and leaves without looking at Baby . Darling guesses something ’ s up .Baby goes red . Wants to curl up and die .We let the song play as Baby looks up at Debora behind the counter . Longs to be anywhere else with her . When-Darling and Buddy leave . Baby moves past Bats and sees - Bats pull the gun from his jacket . Then , like lightning - Baby GRABS Bats ’ arm . Firmly stops him . Bats is shocked at this action . Baby has never touched him before and now holds down Bats ’ gun arm with real force . Buddy turns and sees this too . He checks to see if anyone in the diner sees what ’ s going on . They don ’ t .Baby looks determined , emotional . Bats then breaks into another wide grin . Impressed . He backs off .Baby takes the check and goes to the counter . He puts it down and goes to exit , without saying anything to Debora . Debora sees under the check folder . An iPod . The pink one .Baby doesn ’ t look back . Carries on walking out . Debora looks down to see . Cued up on the iPod . ‘ Debora ’ . She looks at Baby silently depart . She ’ s worried for him .

“ When something is wrong with my baby, something is wrong with me. ”

Doc enters . He ’ s instantly aware of - A mood . And three camps . Bats on the opposite side of the room to Buddy and Darling , while Baby lies on his makeshift bed in another part of the room , facing away . His headphones are on .Doc senses there ’ s something else to tell . Gets serious .Buddy and Darling say nothing . Bats grins wide .Doc looks to Baby . He closes a partition in the loft space , so Baby is now separated from them .Bats warms to this new theme , keen to distract Doc .This registers with Doc .We see Baby is awake and listening through the partition .Baby hears this , but doesn ’ t want to . He CLOSES HIS EYES .FLASHBACK : A HIGH PITCHED WHINE ON SOUNDTRACK- We see YOUNG BABY sitting in the diner . His Mom is working at the counter talking to a male customer . Baby ’ s Dad is also present and staring at the male customer intensely . - We then see Baby ’ s Mom in a modest recording studio . She is behind the glass and we can not hear what she is singing . - In the studio are Baby ’ s unsmiling father and the ( younger ) Elderly Man . He is an engineer behind the mixing desk . As Baby ’ s Mom sings , the Elderly Man turns to Baby and gives a thumbs up . - We see Young Baby in the backseat of a car , watching his Dad hold up a gas station clerk at gunpoint . - Baby ’ s Dad dumps a bunch of CANDY BARS on the back seat . - The Mom drives . She cries . The Dad yells . - We see the car about to slam into the pick up truck- - The candy falls off the back seat . So does the iPod . - Young Baby closes his eyes . The WHINE peaks .

I ’ ll bet that kid started earlier than any of you. You ever hear of the Pacific Ghost?

Look you ’ re a good kid. I said you shouldn ’ t have picked up that phone. But here you are. And that ’ s cool if you ’ re really committed to the job. But if you ’ re in it for the buzz, I say go on your Starbucks run and don ’ t come back. Because bad things happen.

‘ Ready Let ’ s Go ’ by Boards of Canada . Some time later . Doc is gone . Bats sleeps in a chair . Buddy and Darling curl up on a couch . Baby quickly gathers his things in the dark . And sneaks out .

Baby walks from the freight elevator to the SUV . He gets in . Starts up . But when he pulls out toward the exit . Buddy is waiting for him . Blocking his path .Buddy walks to the driver ’ s window . Baby remains very quiet .Bats is standing outside the elevator . Buddy covers .Baby looks back to Buddy . Then to Bats .Bats is holding a Sony handheld cassette recorder . Baby searches his jacket for his . Bats stops him .

A D90 audio cassette plays in the handheld recorder . Baby sits in the middle of the room . Forced to listen . We can hear the hum in his ears again , underlining the tense mood . Buddy and Bats stand over him . Bats has his gun out . Darling sits in the corner . From the tape , we hear recent dialogue .Bats presses stop . He is deadly serious .Baby stammers , but is aware he needs to speak up . And fast .Baby doesn ’ t want to answer that . Stalls .All eyes on Baby .Baby doesn ’ t want that to happen . Blurts out .

The hum in Baby ’ s ears underscores this section , adding uneasy menace as the SUV drives fast down deserted streets . Baby is in the back seat . Buddy drives . Bats is in shotgun with his gun lightly trained on Baby . Stereo is silent .

The SUV pulls up outside Baby ’ s apartment block . Baby and Bats get out . Buddy stays in the car .

Baby walks in first . The TV is on , but barely illuminates the room . Bats enters , flicks the light switch . It ’ s still out . Bats observes the dimly lit room . He ’ s both surprised and yet not at how bare and simple it is .The Elderly Man is asleep in his chair . But Bats does not notice a person is present . It looks like a big old blanket .Baby does not acknowledge the old man . He walks right over to a pile of tapes on the kitchen counter . He takes the pile of D30s . Turns to Bats and softly says .

Buddy and Bats stand over Baby at the tape recorder . Darling , again , is in the corner . He presses play . The montage that plays is a collage of almost all dialogue we ’ ve heard so far . A nonsense medley of crosscut dialogue . It builds into odd rhythms . Sounding awesome , but absurd . Bats presses stop . Buddy shuts his eyes .A pause . Then -Bats tucks his gun into his waistband and puts his jacket on . Baby does not like the look of this . He speaks firmly .Buddy and Bats exchange looks .Bats throws the D30 cassette out of the window .

We see a smashed cassette . The audio tape spooled out on the concrete like brown spaghetti . The morning sun rises .

Doc enters to find Buddy , Darling & Bats dressed in civilian attire for the robbery . They look weirdly normal .

‘ Movement One ’ by Herbie Flowers & Barry Morgan . PING . Buddy , Bats and Darling exit the elevator to find - A blue Mitsubishi Galant . Baby at the wheel . Eyes fixed forward . Hands ten to two . Music pumping on the stereo . The gang get in . Buddy and Darling in back . Bats in shotgun . Bats kills the stereo . Produces a coke spoon . Takes a big snort .Baby silently plugs his earphones into the iPod . The music continues in Baby ’ s head and our ears .Baby pulls out . Heads for the ‘ EXIT ’ .

‘ Music For The Head Ballet ’ by The Bonzo Dog Doo Dah Band . A solo harpsichord plays a jolly fairground intro as the gang cruises down Century Boulevard . Very slowly . Baby listens to the music in his earphones as they reach the intersection of Success Avenue . And find themselves in - Gridlock . Some construction is up ahead . It ’ s the middle of the school run . Cars slow to a stop . It ’ s a bad time for a jam . Baby signals , his indicator in sync with the 4/4 tempo . The track becomes a woozy waltz , repeating a ‘ down then up ’ pattern that goes around and around as the traffic maddens . The Galant idles in the left hand lane . Baby begins to sweat . Unsure of the neighborhood . The air con blasting . Bats ’ cocaine seems to kick in , his restlessness changing the simpatico of action and music from being magical to menacing . Buddy taps his fingers on a seat rest in time with the music . Darling flicks through the pages of a magazine , also in time . Bats cocks and uncocks his shotgun in time . Baby eyes this . The whole hood is alive with incident , all in time with the track . Kids shouting . Angry neighbors . A police helicopter . The sound of chopper blades prompts the gang to all look up . When they look back down a COP CAR is right alongside them . Their next door neighbor in the traffic jam is THE POLICE . A change of key in the track . The four gang members all look straight forward , eyes fixed on the static road ahead . Then - The music resumes its woozy waltz as the gang take turns to look at the cops . The glances are furtive first , then more confident . The dance of their turning heads is very surreal . As the melody accentuates the odd notes , we see the cops look back at the gang in the Galant . We take in the odd magic of - Four gang members and two cops , all wearing shades , trying to inconspicuously check each other out in time with a waltz . Baby doesn ’ t want to see Bats slowly raising his shotgun . Out of sight of the cops , but ready to fire . Then suddenly , the Cop driving , points right towards Bats . Bats does a ‘ who me ? ’ The Cop shakes his head . Then - POINTS at Baby . Motions for him to take off his earphones . Baby does so . The waltz concludes . Bat smiles .Bats makes the ‘ he ’ s crazy ’ sign to the cops about Baby . The cops get a call . Switch their SIREN ON . Pull out of the jam and out of sight . Everyone exhales . Heart attack over ... For now .

‘ Intermission ’ by Blur . A solo piano plays an endlessly descending melody . Baby pulls up into the strip mall . The place is quiet but everything feels bad . The heat , the traffic , the summer aggression in the air , a rain drop on the windshield . In Watts ? There ’ s even a construction PICKUP TRUCK partly blocking their exit , steel enforced concrete poles hanging off the back . Even a novice would get spooked by this , but - Bats ignores the omens and repeats his mantra .Darling opens her door . It starts . There ’ s a thunderclap . A crunchy electric guitar joins the piano . Adds menace . Buddy and Bats watch Darling walk into the post office alone . Baby gets a pervasive feeling of dread . A baby in a stroller cries . A chorus of honks and angry drivers are heard nearby . A bass guitar joins the sneaking melody . Buddy and Bats get out , take bags from the trunk and follow Darling . Baby is distracted by an argument between two men at a bus stop . A huge thunder clap and cymbal crash heralds the introduction of drums . And also Buddy and Bats entering the post office . The tempo of the track quickens . Traffic noise flares nearby . Baby stares forward . Rain spots his windshield . Baby hits the wipers . They are in perfect time with the track . He stays , fixed forward , staring at the jagged mess of protruding poles , fixating on this premonition of doom . Tempo quickens . Rain thickens . Baby flicks the wipers up a notch in speed . In his wing mirror , Baby sees - A SECURITY GUARD ambling around the corner . Looks up at the uncommon rainfall . Finishes off a sandwich . A squeal of feedback . Baby looks through the post office door . He can see frantic activity inside . He looks back to the security guard who has thrown the sandwich wrapper in the trash and now slowly approaches Baby . The tempo quickens . The drums become more manic . Baby flicks the wipers to go one faster . Matching the tempo . The security guard passes , eyeballing Baby . Then - A GUN SHOT . From inside . Baby and the Guard look to the door . Baby doesn ’ t want to think what just happened in there . The Guard runs to the door of the post office . Just as - Buddy , Darling and Bats run out , bags and guns in hand . Hard cymbals strike . White noise guitar . Madly fast piano . The Security Guard reaches for a walkie .BATS BLOWS HIM AWAY WITH A SHOTGUN . POINT BLANK .Baby witnesses this . Close up . He is in total shock . BATS THEN SHOOTS THE SECURITY GUARD ON THE GROUND TOO . Sound EXPLODES around them . AN ALARM . SCREAMS from passersby . The sound of distant SIRENS as - Darling and Buddy leap in the back and Bats jumps in shotgun . A huge shift up in tempo , the track threatening to collapse .Baby doesn ’ t move .Baby doesn ’ t go .Bats HITS Baby in the face with the shotgun stock . It knocks out a lens from his sunglasses . We now see one naked eye . One steely eye . Baby doesn ’ t move . Baby doesn ’ t go .Bats POINTS the barrel of his shotgun at Baby ’ s head .Sirens mass . Baby holds still . That steely eye staring at Bats .Music and noise crescendos around them . And then -Baby HITS the gas . Drives hard and fast . Straight into - The back of the Pickup Truck . The concrete poles .WRECKING THE PASSENGER SIDE OF THE CAR AND IMPALING BATS .A blast of violent noise . Wailing distorted feedback . BATS IS DEAD . The car is FUCKED . The sirens get CLOSER . Baby , Darling and Buddy are alive , but badly concussed . Concrete dust and radiator mist cloud the trashed Galant .Buddy pulls Darling out of the car . Baby gets out too . He has one earbud hanging out of his ear , one sunglass lens missing . The song whites out . Returns to a simple solo piano . Buddy looks at Baby . He is incandescent with rage .Buddy FLIPS . Grabs Baby . Looks ready to shoot him there and then . Baby ’ s ear bud falls out . When - POP ! POP ! POP ! A COP is positioned on the street . Shooting over the hood of the first Black & White to arrive . BUDDY RETURNS FIRE from behind his car door . Darling too . Baby ducks down behind the wreck of the Galant . He does not know what to do and looks again to his music for direction . He puts his left earbud back in as a new track kicks off - ‘ Hocus Pocus ’ by Focus . A heavy guitar riff plays in left channel . Baby puts in his right earbud . A second guitar joins in the right channel . Police cars screech into view all around . Officers screaming with fury at them to lay down their arms . The track builds . Baby stands . The track kicks in . Baby . Buddy . Darling . Run for it . Race to survive . Driving guitars , bass and drums propel Baby forward . Buddy fires back . Darling loses her heels , runs barefoot .

The three of them disappear out of the back of the strip mall . Ducking into to a back alley . The sound of police boots and screeching tires gaining on them . They pound along the alley . Baby is first , looking crazy with his single lens sunglasses . He vaults over a chain link fence and runs fast , leaving Darling and Buddy behind . He sails across a street , cars screeching around him . Heads for a memorial park up ahead . Feet pounding . Guitars build . Baby runs fast and is out of control . He slams into a middle aged male DOG WALKER on a snare hit . Drum solo . Baby hides in a clump of trees . Stops . Catches his breath . His organs feel like they are in his mouth . Vocal section . Crazy yodelling . Hammond Organ . Baby looks around . Sees the police chasing Buddy and Darling on foot . Black & Whites splitting every which way . Circling the park . The vocalist begins a rising scream . Baby gears up . Knows he can not stop . Police are coming . Chopper blades are closing in . The dog walker is waving in the direction of the trees . Drum fill into driving heavy guitar . Baby makes a break . Heads back into the sun . Cops are suddenly on his heels . One Black & White driving onto the park itself . Baby runs . Cops won ’ t shoot . There are too many people in the park . Kids scream . Mothers yell . Hobos are tripped over . Hectic drum fills and snares build . Baby hotfoots it across a crosswalk , weaving through shoppers as he heads for a -

Baby slides down banisters into the sunken ground level of a busy-ish shopping mall that has seen better days . Another crazed drum solo signals his fast descent down the stairs and mad dash right into a customer elevator going up . More crazy yodelling scores his ascent to a higher level . Baby catches his breath in an elevator full of women . Baby looks out of place , panting and sweat drenched . He takes off his cyclops sunglasses to look less odd . It doesn ’ t work . As the vocal rises , Baby can see the Cops sweeping the food court . At the peak , one cop sees Baby in the elevator . The lift doors open . Baby is out of there . A frenzied guitar solo sees Baby tear around the top floor . He can see cops running up escalators to find him . He tries to fast walk , so as not to look conspicuous . He darts into a -

Baby takes out his ears . Grabs a baseball cap and disappears into aisles stacked with clothes . The track plays faintly in his loose earphones and mixes with the store muzak . Baby tries on a denim jacket . Picks up new shades . Sees - Cops reflected in the convex mirror , high up on the wall . Baby avoids them and walks straight back out . The tags on his stolen clothing set off the store alarms . The cops turn to see - Baby has gone . He has disappeared into a nearby -

Baby crouches down on the floor of a low rent Best Buy style store . He pretends to inspect a particular stereo system . One ear bud is back in and the track ’ s crazy oompah breakdown mixes with the disorienting noise of many plasma screens . Outside Baby sees the cops run past the store . Their path takes his easily distracted eye to a display of televisions . Playing on the screens is a scene from ‘ Top Hat ’ where FRED ASTAIRE tap dances and mimes the massacre of the chorus with his cane a substitute for a submachine gun . All danger briefly fades as Astaire dancing syncs up with Baby ’ s music . The TVs are placed next to mirrored pillars . Creating a kaleidoscopic effect that mesmerizes ... It ’ s fleeting . The cops are back . Breakdown is over . The huge guitar riff returns and Baby runs through the store , heading not for the exit , but for the staff room . He busts through their stock room and past yelling employees to find -

Baby busts down the stairs . TRIPS ALARMS . Up above the cops burst into the stairwell . Baby sees them . But doesn ’ t see - The cop who enters the stairwell at a lower level . FUCK . Baby hits him at full speed . Knocks them both flying . The cop slams hard into the door he just opened . Baby tumbles down the next set of stairs . He recovers with a limp . Escapes to -

Baby races into the full lot , shaking off his new injury . He zeroes in on models of cars from the pre-immobilizer era . Spots a 91 Accord , a 95 Civic , a 2003 Corolla . As the cops burst into the parking lot , Baby disappears down amongst the parked cars , out of their view . While on the ground , he tries the doors of the nearest vehicles . Then , right in front on him . Cops . Run past on foot . Missing him . Baby stands up and on the rising guitar chords , smashes at the window of the nearest white Corolla with his elbow . CRASH . Baby messily smashes the window . He opens the door and sits in the glass as a hectic drum solo plays . He tries to hot wire it . But the engine won ’ t kick over . He slumps down in his seat . Cops are running back and forth . The rising vocal section builds . Hits a peak . The engine fires up and Baby LURCHES forward . His seat belt alarm chimes as he pulls a tight 90 degree turn . Cops spot him . Some fire . Sending other shoppers screaming . Baby roars forward in the Corolla , clipping trolleys and non- compacts as he goes . His wheels SCREAM as he settles into the new car and turns perfect corners to get out of this maze . As two guitars rapidly solo , Baby leaves the cops behind , snaking through the lot when - BOOM . He ploughs hard into a car that is reversing at speed . It ’ s a grey Silverado with broken windows . In the front - BUDDY AND DARLING . No fucking way .Cops descending . Both Baby and Buddy try to get their cars started again . Buddy ’ s ride is fucked . It ’ s not happening . Buddy SCREAMS at Baby . The veins in his neck bulging .The crazy vocals rise again . Sirens are getting close . Buddy and Darling jump out of their car . Move toward Baby ’ s .An LAPD bullhorn barks for them to put down their - BRAT BRAT BRAT . Darling lets rip in the bullhorn ’ s direction . Buddy is about to fire too , when return fire EXPLODES from three cops using nearby parked cars as a blockade . Buddy ducks , but DARLING IS HIT . And HIT . And HIT . And HIT . Baby is still in the car and can see two things . 1 ) DARLING ’ S BODY RIDDLED WITH BULLETS AND JERKING WILDLY . 2 ) BUDDY ’ S FACE TURNING EXPRESSIONLESS , EYES SEEING RED . The bullets stop . Darling drops DEAD . The bullhorn resumes -Nope . Buddy strides around the car and walks directly TOWARDS the cops , firing all the way . He is a man possessed . He wastes the police who are in the way . Fearlessly walking toward the cops , shooting with fire in his eyes . Three cops are WASTED in Buddy ’ s vengeance . He then shoots the officer with the bullhorn who is back by a squad car . What few pedestrians are still in the lot are crying and shrieking . Massed sirens . More cops coming and fast . The insane pounding guitars still ring in Baby ’ s ears . He stays in the driving seat , waiting for Buddy ’ s next move . He watches as Buddy calmly walks toward him , fixes him with dead eyes , RAISES HIS GUN AND OPENS FIRE . Baby slips down in his seat . Pops into reverse blindly . His car barrels backwards , as Buddy unloads bullets . A final drum solo plays as his Corolla slams into some parked cars and he rolls out on to the tarmac . His sunglasses and iPod scatter on the floor as he crawls in between some parked cars . Buddy approaches , barking madly in between each shot .Baby needs the iPod desperately , but can not reach it without exposing himself to Buddy ’ s hail of bullets , so - Baby grabs the revolver of a downed officer . RETURNS FIRE . Buddy dodges behind Baby ’ s crashed car , genuinely not expecting fire from Baby . But he ’ s not surprised to see - BABY ’ S HAND . Reaching out . Trying to grab the dropped iPod . Buddy unleashes lead and BLOWS THE iPOD TO SMITHEREENS . End of Song . Then- Baby RUNS for it , zig zagging through the parked cars . His only rhythm now : the sound of police sirens WOOP WOOPING . He runs , turns corners , sprints frantically , trying to escape the parking lot and get far away from Buddy and the cops .

We stay with Baby as he sprints through back alleys . The sirens and firing sounds fall away and the sound of blood in Baby ’ s eardrums gets louder and louder . Baby swaps his gun between hands and presses on his neck , taking his pulse . It beats fast . He runs fast . Very fast . Baby closes his eyes and lets his pulse guide him as he runs . The sirens fall away , the commotion behind him now . We stay with him running , his blood racing , his pulse quick . Then slows on the corner of a quieter neighborhood street . He sees an OLDER LADY slowly driving a Purple Pontiac Grand Am Coupe . She appears to be listening to a religious radio station . Desperate , Baby runs up to her , gun underneath his jacket and in a voice like we ’ ve never heard from him -Baby channels the ( now deceased ) Bats . The Older Lady freaks . She gets the fuck out and we FOLLOW HER as she runs across the street and over the low wall of a nearby lot . She decides to stay low on the ground , hide . Then as her breathing calms , she hears something curious - THE SOUND OF SWITCHING STATIONS ... Her car appears to still be idling . She hasn ’ t heard it leave . But she does hear - A ballad . A dry news report . A country ballad . Traditional Mexican music . Another ballad . Another ballad . A slow soul track . A commercial . Another ballad ... The Lady looks over the wall and sees Baby still in the Pontiac , trying to find the correct song on the radio to drive off . She looks at him dumbstruck . He looks at the car stereo , fully concentrating on his search for tempo . The final insult is Laurie Anderson ’ s ‘ Oh Superman ’ . As this super slow avant garde piece plays , Baby looks up and meets eyes with the Lady for a second . Then he says-‘ Radar Love ’ by Golden Earring comes onto the radio . Baby turns the volume WAY UP , pops it into drive and peels out fast .The Lady watches him go . What the -

The Elderly Man asleep in front of the TV news . On it : live helicopter footage of Buddy carjacking a Red Durango as he battles police in the streets . The window is open and we can hear ‘ Radar Love ’ playing even before we see a car pulling up . ( It ’ s a long song ) .

Baby parks the Pontiac , but doesn ’ t want to switch off the radio . He looks up . Sees the window is open upstairs . Baby leaves the engine running and the radio playing as he runs into this apartment block . He leaves the main door open so the music can echo around the stairwell . The elevator is not on the ground and is slowly ascending so he runs up the stairs two at a time and bursts into the -

Baby wakes the Elderly Man . On the TV is live coverage of Buddy making his escape from the police in the Red Durango . Baby communicates quickly in sign language . No subtitles .Before Baby can explain , ‘ Radar Love ’ STOPS PLAYING outside . Baby looks out . A red bullet riddled Durango is parked next to his car . The doors are wide open and fuck - Baby grabs a vinyl record , a battered copy of ‘ Motown Chartbusters Vol 3 ’ . He puts it on to the stereo and places the needle on the track he needs : ‘ Edwin Starr ’ s S.O.S ’ . He then wheels the Elderly Man into the center of the room . He rips out the floorboard and stuffs as many dollars into the Elderly Man ’ s gown and blanket as possible . He puts the rest of the money in a duffel . Grabs his address book , but does not see A LOOSE PAGE flutter to the floor . He grabs a dictaphone . Another portable recorder . Medication . A stack of D90s . He ’ s about to grab some iPods , when - SMASH . The window by the fire escape is being KICKED IN . Baby leaves all his iPods behind . He wheels the Elderly Man ’ s chair around , pushes him fast through the front door .Hot on their tail . BUDDY . He climbs through the broken window to the empty apartment where Edwin Starr still blares . He sees the loose page of the address book on the floor . It reads - Doc - 3108045898 Debora - ? Buddy grabs the paper , runs to the front door and sees that the elevator is descending ...Buddy runs down the stairs to intercept the elevator . He hits the ground first and waits for the doors to open . Inside is the Elderly Man . Looking frail , innocent . Buddy looks like he is about to grab the handicapped man when - SIRENS are heard , helicopters , bullhorns , boots stomping . Buddy looks up the stairwell . Sees Baby . Looking back down . Buddy glares . His face white with fury . Before he can chase - POLICE BUST THROUGH THE DOOR - Buddy turns and fires . Baby doesn ’ t stick around to find out what happens next . He runs back into the apartment . The phone still ringing . Grabs a single iPod before jumping out onto the fire escape .

And heads down . Behind him gunfire , massed sirens , ‘ copters . Baby puts his ear phones in . Spins the wheel on this ( older ) iPod . Gets half way down the escape , jumps to the next roof- Hides behind a stairwell exit on the next roof and finds a track on his iPod that has the right urgency . He plays- ‘ Middle ’ by Rocket From The Crypt .Baby looks to the fire escape . Hears gun fire from inside . Baby looks up . A police helicopter is above and hovering . Baby looks at entrance of his building . Cops swarm in . Baby looks down to the street . The Elderly Man wheels along . Baby looks further down . Sees a Sentra in a handicapped spot . The song kicks into gear . He hears a CLANK behind him . Buddy is atop the fire escape . Aiming his gun right at him . Baby bolts . Runs fast across the roof . The copter sees him sprinting and bellows with a loud hailer . Shots are fired . Baby jumps - Lands in a dumpster , he emerges with a rock in hand and sprints for the Sentra . He throws the rock at the window and dives into the car . Boosts it . Hits reverse fast and heads back up the street to pick up his uncle . DING DING DING . As the car reverses , Baby keeps his head down and watches the BACK UP CAMERA . Cops have run right past the Elderly Man who is wheeling slowly down the street . Baby stops and gets out . Leaving the car DINGing in reverse . He runs over and grabs the Elderly Man out of the chair . Throwing him over his shoulder , Baby runs to put him in the passenger seat of the newly stolen vehicle . One cop turns back to see an empty wheelchair rolling down the street unmanned . He looks over to the car and sees - Baby . In the Sentra . Pulling a sharp 180 that swerves on the sidewalk . Before the cop has time to call his colleagues- Baby is in drive . Flooring it .

Baby looks in the rear view . Leaving the cops and Buddy behind him . He looks to the Elderly Man . Signs .

Baby pulls up outside a sign reading ‘ Holiday Villa ’ . A well lit path through verdant gardens leads to the entrance . The Elderly Man is asleep in shotgun . Baby looks at him sadly . He takes the Dictaphone and records the following .Baby puts the Dictaphone in Joseph ’ s lap . He is now awake and smiling back at Baby . It ’ s bittersweet . Baby bottles his guilt . Runs up the path . The ‘ open door ’ chime pings in his wake . Joseph is not sure if Baby has gone . But Baby returns . Standing outside the car with another wheelchair he has seemingly stolen from the home . Joseph signs to Baby . And for once , subtitles .Baby wheels Joseph down the path to the entrance .The sound of CHOPPER BLADES . Baby and Joseph look up as a police searchlight illuminates the Sentra in the driveway . The spotlight then illuminates Joseph alone in his wheelchair . No Baby .

Hi hat drums . Baby walks the dark streets . Past parked cars . A kik drum hits . Baby stops . A cop car cruises through a cross street up ahead . A discordant violin drone . The police helicopter is still up above . Getting closer . Heavy breaths . A bass guitar joins the kik hits . A young female dog walker strolls in the opposite direction . Violins climb . Baby tries every car door he passes . The cop car slows , shining a torch at him . The searchlight comes close . The dog walker gives Baby a long double take . When - One car door is unlocked . Baby opens it . Slips in . Boosts it . A downwards piano glissando takes us to -

‘ Never Never Gon na Give You Up ’ by Barry White . The welcoming neon lights of the diner reflect on Baby ’ s windshield as he pulls up to the shuffling groove . As Barry sings ‘ ooh baby ’ , our Baby looks determined as he parks up right outside the doors of the diner . Harpischords and high strings score his immediate view . Debora . Behind the counter . Looking unhappy . Baby ’ s heart beats with the electric bass on the track . As Barry breathes , Baby takes deep breaths . Whispers to himself -

Baby walks in . Takes his shades off . Leaves his earphones in . Debora sees him . Looks surprised to see him .Once again , Debora is framed beautifully amongst the wall art of couples in convertibles , auto dreams of romantic escape . Baby smiles . Debora doesn ’ t match it . She looks worried . And unsure of him . Then Baby sees on the counter in front of her . A half drunk coffee . A torn napkin . The missing page from his address book . With Doc ’ s number and Debora ’ s name on it . Debora looks at Baby with fresh eyes . Like she doesn ’ t know him at all . And she looks scared . She says quietly .She looks to the rest room . Baby follows her gaze . BUDDY stands outside the rest room door . His eyes are black . He seems like he ’ s in monochrome , grief and rage making him a scary shell of his former self . Aside from the three of them , the diner is empty . With Barry White still playing , this quiet stand off feels operatic . A flute flourish . Baby and Buddy stand still . No one makes a move . Buddy stares right through his former colleague . Debora , breathing fast . Looks between them , then to the TV . On the wall mounted TV , THE NEWS . There ’ s photos and full names for Bats ( Leo Brubaker III ) and Darling ( Monica Rosen ) . For Buddy , a photo , a full name and an angle ( James Patrick Morgan : ‘ Former Wall Street Trader Wanted For Cop Killings ’ ) . Baby only has a sketchy artist ’ s rendering of his face . Buddy and Baby fixate on the news coverage , when - RED AND BLUE LIGHTS reflect on the diner windows . COP CARS CIRCLE . One cruises in . Parks right next to Baby ’ s car . Buddy calmly walks back to his spot at the counter . Baby slowly joins him . They sit on stools next to each other . Outside . One cop stays by the car on the radio , the other officer moves slowly towards the diner doors . Buddy shows Debora his gun over the counter and nods to her . She nods back and pours Buddy some more coffee . As Debora pours , Baby makes eye contact with her as Barry sings .Baby looks emotional . Debora can tell that he is upset . Baby picks up a pen and a suggestion slip , writes something in his childish scrawl . She tries to read it upside down when - THE COP walks in . Doesn ’ t see the TV , waves to Debora , heads for the mens ’ . The song strings build to a chorus where - Buddy takes one of Baby ’ s earphones and listens in too -Buddy fixes Baby with intent , a seething fury . This is not about the girl anymore . This is about settling a score .In the middle of this pop standoff , Debora breathes fast .THE SONG STOPS . Baby sees that the iPod reads ‘ Error 1407 ’ .The door to the rest rooms opens . All three turn to see - The OTHER WAITRESS comes out . Clearly starting her shift . She yawns . Doesn ’ t clock that anything is wrong .On Buddy . “ Two ? ” He swivels on his stool . Baby is gone . So is the piece of paper with Doc ’ s number . Debora sees the suggestion slip left behind . On it - “ SORRY ” Buddy bolts after him into the parking lot . He can ’ t see Baby or his car . The Pacific Ghost is gone . The cop , still on his radio , looks up as Buddy screams out .The cop wonders who this crazy man yelling is -Buddy calmly turns to him , raises his pistol . BLAM .

Wherever wherever girl, I ’ ll do it. Forever and ever, yeah yeah yeah yeah, I ’ ll see you through it.

“ Cause I found what the world is searching for. Here, right here my dear, I don ’ t have to look no more. ”

“ Never, never gon na give you up. I ’ m never ever gon na stop. ”

“ I ’ m never ever gon na quit. Cause quittin ’ just ain ’ t my schtick. ”

Snatches of unfamiliar music . Car alarms . Partying . The still omnipresent sound of nearby chopper blades . Baby wants out . The phone picks up at the other end .

Baby punches the number into a call box phone. He ’ s in the park near his old apartment block. That area is cordoned and swarming with cops. As the phone rings he looks at his immediate environment. It ’ s populated by the homeless and kids looking to get high. The summer air thick with noise.

Doc laughs , incredulous . He shakes his head .Doc softens . He ’ s alone in the warehouse . His jacket is on .A noise off . Doc ’ s manner suddenly changes .What ? Baby is confused on his end of the phone .On Doc ’ s end we see , out of focus , behind . BUDDY .Doc hangs up . Senses someone behind him . Plays it cool . Turns to see the ashen faced , dangerous Buddy .Buddy looks at him , unblinking .

Baby sits on a low wall , deciphering that last phone call . He has a portable cassette player and rewinds Doc ’ s command .Baby stops the tape . It makes no sense to him . He looks around him . The world feels so alien without music . He sees the auto reverse button . He pushes it . The tape flips . He hears from way earlier .VEEP . Baby rewinds it . Listens again . Suddenly it becomes clear . Baby looks at the money , the gun , the bag . And suddenly hears - ‘ Theme From Shaft ’ by Isaac Hayes . It ’ s in his head telling him to get up and get out . Baby looks determined . He then realizes that it ’ s not in his head . Nor is it Isaac Hayes . He looks up to see - A red tricked out 2012 Ford Mustang V6 Premium driven by Black GANGBANGERS pulls up near Baby . They listen to the Shaft sampling- ‘ Know How ’ by Young MC . One would not normally fuck with these guys , but the music moves Baby to stand up , walk over and order them to -The young Gangbangers look up . Laugh at this white kid .They look at his hands . One is firmly in his jacket pocket .Baby pulls out the gun from his pocket . Shows it .More of them laugh at this . Baby points the gun firmly .Uh okay . The laughter is more muted as Baby forces them out at gunpoint . They slowly leave the Mustang , hands aloft . As Baby gets to the driver ’ s door , he tosses a huge stack of bills to the original owner . His friend wows at the amount .Baby goes to reverse out when the driver shouts -The driver reaches inside . Baby points the gun at him .Baby reverses out of there as YOUNG MC steps up to the mic .MONTAGE : ‘ Know How ’ by Young MC - See Baby driving down LA STREETS , powered by the music . - See Baby pull into a RECORD STORE . - See him stride as if his life depends on it . It kinda does .- Baby walks right up to the ‘ Q ’ section . Takes Queen ’ s ‘ Sheer Heart Attack ’ off the rack . Then sees Quincy Jones ’ ‘ Big Band Bossa Nova ’ . He swipes both . Pays with a crisp 100 dollar bill .

“ Some of the busiest rhymes ever made by man, Are goin' into this mic, written by this hand, Are comin' out of this mouth, made by this tongue, I'll tell you now my name, my name is Young - “

Baby parking the Mustang in his usual spot . The parking lot is mostly empty . Save a couple of cars . ‘ Know How ’ scores Baby ’ s swagger to the elevator . He has shades on , ears in and he ’ s ready for whatever is next -

The warehouse door is open . Baby walks in . He sees- DOC IS DEAD . Shirt soaked in blood . Lying in an ignominious , ungraceful heap on the floor . Baby stops the music and stares . We hear the hum of his tinnitus . He also sees the chalkboard . It has been wiped blank .

Baby descends in the elevator . He is slumped against the side . His body language meek . He is all alone . But not for long-

PING . Outside the elevator , between him and his car are -THREE FARMERS ?No longer ghosts . Suddenly very alive . Baby can not process that these men are far from dead . Is he dreaming ? They are bruised , tired and phenomenally pissed . The thick necked gorilla that is Armie walks toward Baby .Armie faces Baby , breathing very hard right in his face .Armie slaps Baby very hard in the ear . Knocking one earbud out .Baby can now hear something faintly in the background . A fairground organ . Is he dreaming ?Baby is slightly distracted by the faint fairground ambience in the background . He knows this song .Baby hears a chugging electric guitar . He knows this song . So do we . It ’ s ‘ Brighton Rock ’ by Queen and it ’ s playing right now .Baby glances to the side . There ’ s a Dodge Charger nearby . Engine running . Stereo on . Playing ‘ Brighton Rock ’ .Baby points to the Charger . Armie and the Butchers turn . We see - Buddy . In the Charger . Turning ‘ Brighton Rock ’ way up . And on a drum fill , he hits the gas . HARD . Charges the Farmers . Listening to Queen . They reach for their weapons , get off some shots before - CRUNCH . Buddy mows down two of the three Farmers . KILLS THEM DEAD . For real this time . Baby and Armie are left standing and shocked . Armie pops off a couple of shots at Buddy as he slams the Charger in reverse and speeds backwards to line up with Armie , Baby and the elevator . He looks insane at the wheel . Armie grabs Baby and points his gun at the kid ’ s head .Armie believes him . FUCK . Buddy punches the gas and tears toward Baby and Armie . Guitars descend into a bridge . Buddy ploughs into the wall . Baby makes it into the freight elevator . Armie doesn ’ t . He is pinned between Charger and wall . Baby cowers in the elevator behind and looks over the throbbing hood to see Buddy at the wheel . Grooving to Queen like a crazy man , As snare drums accelerate into a second verse . Baby pulls out his gun . Buddy slams into reverse again . Baby fires at Buddy as he screams backwards . He hits the windshield a couple of times , but then - Baby ’ s out . And Buddy is back in drive . Charging at Baby . As harmonized guitars wail , Buddy bears down on Baby . But instead of retreating further back , he runs out of the elevator and TOWARDS the Charger -Just as Buddy is about to CRASH INTO BABY and the wall behind , the kid RUNS AND JUMPS ON TO THE HOOD OF THE CAR . That ’ s some Jackie Chan shit right there . Buddy CRUNCHES into the wall as Baby slips over the roof and nimbly sprints in the other direction to his car . Buddy can ’ t believe it . He reverses out as Baby makes it back to his Mustang , jumping back in . Buddy spins around . His car is now pretty gnarled up . He looks to see Baby back in his Mustang . Back at the wheel . Back in the driver ’ s seat . But - Baby needs something important first . As he guns his engine , he grabs the CD of Queen ’ s ‘ Sheer Heart Attack ’ . It is still wrapped in plastic . He tries to tear it open with his teeth . Buddy senses a pause and floors his fucked up Charger to ram the Mustang in time with the driving Queen chords . Baby is still trying to unwrap the damn CD with his teeth . He guns the engine and slams into reverse . Hits the gas . Buddy chases the reversing Baby across the parking lot . Baby still unwrapping with one free hand , the other on the wheel . Baby gets the cellophane off . But there ’ s still the annoying plastic label sealing the case . Behind Baby - A concrete pillar looms FAST in the back up camera . Baby snakes the Mustang , missing the pillar . On a huge G chord . Buddy hits the pillar . BOOM . As Brian May flourishes , Baby spins the car 180 fast . He also has the first plastic label off . He faces Buddy again . Buddy slams back out from the pillar . Swerves to charge . Baby starting picking off the other label and reverses again , driving one handed to a crazy guitar solo . He snakes it once more , leading Buddy directly into the Farmer ’ s SUV . SLAM . As Buddy smashes into the SUV , Baby pulls another 180 on the concrete , burning as Brian May melts his fretboard . Baby now has the CD out and pops it into the player . As Buddy unwraps his Charger from the SUV , Baby fast forwards his copy of ‘ Brighton Rock ’ so it is in sync with Buddy . Buddy can see and hear Baby doing this and can not believe it . He ’ s trying to get his killer track playing at the same time . Two hard bitten criminals with duelling cars and stereos . Buddy pops backwards fast , but Baby , with one hand on his stereo , slams into drive , gunning hard as guitars wail . BOOM . Baby clips the Charger on the nose . Buddy is spun like a bumper car . He comes to a stop . Strains to see Baby behind . He pulls back to find Baby circling around him like a shark . As Queen play elaborate drum fills , Buddy ’ s Charger dances with the Mustang to get distance . The kid ’ s showing off . Baby still fast forwards through ‘ Brighton Rock ’ on his stereo as he pulls out of the circle and charges forward . A whammy bar holds a growling low note . Baby pulling another bootleggers turn so that he faces Buddy again . He ’ s now in sync with his stereo and he has the hint of a cocky smile . Two cars , two stereos , one track . The tempo shoots up . Buddy floors it . Charges Baby . Baby doesn ’ t move at first but - As hi hats kick up the pace , he suddenly reverses , screaming out of P3 and up the winding slope of the access ramp . Over pounding guitars , Baby reverses faster than you would drive forwards . He doesn ’ t look up , uses only the back up camera . Glances to see Buddy furiously trying to keep pace . They circle around the winding ramp , screeching tires echo in the structure and mix in with the ferocious guitars . Past P2 , Baby keeps ascending in reverse at crazy speeds . Buddy struggles to keep up . Gunning his fucked up Charger . Baby gets ahead of the curve , Buddy can no longer see him until he explodes into P1 . There are more cars on this level . Abandoned overnight . Down the aisle , Baby ’ s Mustang executes another amazing Rockford turn , spinning a tight 180 and facing forward . Buddy guns it and chases , when on another whammy bar note - WHAM ! Baby ’ s Mustang goes right into the wall . Partially smashes the barrier that separates from a steep drop to P2 . Buddy slows . WHAT THE FUCK ? He pulls up to the crashed Mustang - But Baby is not inside . The song is still playing . Then - As chugging guitars return , we see a figure run past in the background . Buddy catches it too . That . Fucking . Kid . As the solo guitar chugs low and lower , Buddy reverses up , looking between the parked cars to see if he can see Baby . Shadows , glimpses . Amongst the playground of these abandoned cars , Baby leads Buddy in a merry dance . Buddy pulls out his gun . Looks around the moving shadows in the parking lot , aims to see if Baby is hiding out - On a wailing guitar , he swings his gun at - A CHUBBY SECURITY GUARD , who is right in the line of fire , drops his coffee and runs right back out of the parking lot . Frustrated , Buddy swerves to the second aisle of cars , determined to smoke out Baby . Looks low on the ground when - HEADLIGHTS SWITCH ON . A dormant town car ROARS into life and rams the Charger . BOOM . Buddy is slammed into a parked car . The town car winds back . SLAMS again . Baby is at the wheel . Buddy takes the second hit , but when he points his gun at the town car , it is already reversing up and just crashes into the wall . Baby is no longer at the wheel . Again , what the - Is Buddy going mad ? Or is Baby magic ? Here and then gone . As the guitars build up again , Buddy turns back into the original aisle , the crashed Mustang now behind him . He looks to one side , then the other but not - AHEAD . Drums fill . Bass ramps up . HEADLIGHTS FLICK ON . A third car , a big red angry Yukon , faces him and screams forward . Buddy has nowhere to go and no run up . He ’ s trapped . Baby is at the wheel , gunning the Yukon , flooring it . As the song rushes to a climax - BOOM . Baby smashes into the Charger . BOOM . The Charger slams back into the Mustang , which breaks through the barrier and smashes down to P2 . Buddy stomps the gas . His tires screaming . But the Yukon is winning the game of shove ; Baby pushing Buddy to the edge . Buddy raises his gun , fires . Baby ducks . A clean bullet hole where his head once was . Both tires SCREAM . Buddy raise to fire again . Click . He ’ s out . Game over . The Charger tumbles over the broken barrier , landing upside down on top of the fallen Mustang . The echo of carnage rings out with the final chord of the song . ‘ Brighton Rock ’ ends . Baby reverses quickly to the exit . Then stalls . Sirens can be heard distantly . But Baby thinks . Turns . Back down to P2 .

Baby pulls up to the wreckage of Buddy ’ s Charger . It rests on top of his crushed Mustang . The driver door of the trashed charger is obscured . We hear the engine hiss and die . Baby jumps out of his car and reaches into the Mustang . Pulls out the Queen and the Quincy Jones CD . Then hears - An open door chime . Baby slowly gets up and peers around to the other side of the wrecked Charger . Blood splats on the concrete . The door open . Behind him , the SNAP of a new clip . Baby turns to see Buddy , a hunched up , limping , bleeding mess . He is clearly dying . His head bleeding , his torso RED . Buddy approaches Baby , gun aloft . As the color drains from his face , there ’ s a hint of the Buddy from earlier . A smile .Baby , not sure where this is going , is fixed to the spot .Buddy is at point blank range . Gun aimed at Baby ’ s head .BANG . Buddy open fires right in Baby ’ s ear . BANG . Buddy fires in the other ear . Buddy falls down DEAD . Baby falls down DEAF . HORRIFIC RINGING SOUND . Like the tinnitus amplified a million times into a intense , awful WHINE . Baby writhes on the floor . He rolls to see Buddy ’ s lifeless face . Reflected on his dead skin . Red and blue lights . He can ’ t hear the sirens , but knows the cops are coming . Baby tries to stand , but his balance is off . He tumbles , his hand going straight into broken glass . He screams , but we can not hear it over the WHINE . Neither can he . Baby struggles to get to his car . His equilibrium all off . All the while the red and blues are getting closer Baby falls into his car . Fumbles to start it . The car feels alien . Like he can not operate without sound . Baby struggles for the stereo , takes the Queen CD out and puts it into the CD player . Then turns the volume up , up , up - The music starts . It ’ s so loud , it makes the rear view mirror shake violently . In it we see , POLICE CARS turn the corner . Baby puts one bloody hand on the wheel , one on the speaker in his driver door . Feels the vibrations of the music and then - HITS THE GAS . Screaming out of P2 and roaring up the ramp . The Black & Whites right behind him . We hear NOTHING of the cars . Only the whine in Baby ’ s ears . We see the rear view and wing mirror pulse with the music . The tempo pulses through Baby ’ s hand on the speaker . Baby makes it back to P1 , but a cruiser BLOCKS the exit . The top level is FULL OF COPS . The only way out ? The way in . Baby swerves towards the ‘ SEVERE TIRE DAMAGE ’ sign . His tires blow out , but he accelerates into the night , wheels on fire . The cops are too slow to catch him . They struggle to maneuver , as the Pacific Ghost disappears up the street . The WHINE lingers on as a COP CAR pulls back out onto the downtown streets and we see what he sees - An empty street . An empty car . An open door . And no Baby .

Sunlight . Baby is out cold . He looks bad . Cut , bruised . His damaged hand is bandaged with whatever rag was in the car . He wakes and sits up . He still can not hear . But he can see . The diner . He is parked right outside . What was a friendly place before , now feels off . He can not hear a thing . Feel a thing . Barry White can ’ t help him now . He sees DEBORA . Strolling into the diner . A pretty girl walking to work , just like the first time he saw her . She ’ s singing along with her iPod again . But Baby can not hear what she is singing . Baby looks to the cracked Quincy Jones CD , cues up a track . He tries to make himself look respectable in the rear view .

Debora is behind her counter , about to start her day . The TV still has non-stop news coverage of the events of the last 24 hours , but again the sound is down . The news reports show an artist impression of Baby . But no name . He is a mystery man . Debora picks up an LA Times also with the sketch of Baby on the cover and shakes her head . She can ’ t believe it . Then - BABY walks in . Limping . Cut . Bruised . He seems different . Debora freezes . Her fellow staff don ’ t see Baby yet and don ’ t connect the man from the TV or paper to the one who just calmly walked up to the counter . Baby tells Debora quietly but firmly .Debora breathes fast . Something in the tone of Baby ’ s voice has changed . She doesn ’ t have time to think why .Debora , as ever , can not read Baby ’ s face . She glances to see that one hand is firmly in his jacket pocket . Is he armed ?Debora turns away and taking a pen out of her hair , quickly scribbles something on her order pad . She leaves it on the counter as she walks out of the diner . It reads - ‘ Help ? ’

Baby takes Debora to his car . A battered white ‘ 95 Cadillac Eldorado convertible . Opens the door for her like a gentleman . What ’ s more , he opens with his bad hand , no longer in his jacket . She notices he isn ’ t armed , but still gets in . Baby sits in the driver ’ s seat . Looks at Debora . She looks at him expectantly . He looks at her , goofily happy . She looks back into the diner . Colleagues have noticed she ’ s gone . And left with him . And still Baby smiles back at her .Baby cocks his head , like he doesn ’ t hear . She repeats .Debora doesn ’ t know how to respond to this . Half laughs .Baby presses play . Huge rising horns . Baby reverses out .

‘ Lalo Bossa Nova ’ by Quincy Jones . A skipping Latin bossa nova beat . Cowbell . Shakers . Tambos . The sun is out . Sky is blue . Some clouds ahead . Baby plays Quincy Jones at FULL VOLUME . He can ’ t hear it , but Debora can . It ’ s brassy , loud , defiantly upbeat . She looks at Baby ’ s face . He observes the white lines stretching ahead and looks calm , happy . He turns to her , asks expectantly .Debora almost smiles , catches herself . What is she doing , with the strange kid , who looks fucked up , driving off into the horizon ? She is still in the waitress outfit . It ’ s crazy .Baby doesn ’ t seem to think anything of it . In fact , we as an audience have never seen him happier . He ’ s beaming . Debora settles a little , she doesn ’ t know where they are going , but it isn ’ t fast . This is a Sunday afternoon drive , not a getaway . As the song settles into a slow soft toned guitar solo , she finds herself looking at the scenery . As horns return , she sees them first . BLACK & WHITES . In her wing mirror . The glass reverberates with the bass of the loud music , distorting their image . Baby sees them too . In the rear view . He simply sighs as they begin to crest over on a hill . And then on a mellow sax - ROAD BLOCK dead ahead . Police as far as the eye can see . Debora gasps . It ’ s a surprise party . But not a fun one . Baby slows . Behind , the police cars block off the street . All pedestrians and other cars have magically vanished . It ’ s just Baby , Debora and the cops . Baby stops . As he puts the stick into reverse , he looks to Debora . She has her eyes tightly closed . Her fingers clutch the ‘ oh shit ’ handle . When she opens her eyes again , they are wet with moisture . She ’ s scared . He doesn ’ t want her to be scared . He turns the engine off . But , magically , the music continues for our benefit . To Debora ’ s amazement , Baby gets out of the car and walks toward the cops , hands on his head . Quincy Jones has completely taken over and we can not hear the harsh shouting of the police as they approach Baby from all sides , guns trained , barking instruction . On Debora , she ’ s relieved , confused and ... conflicted ? To us the image of the cops approaching feels very surreal as , unlike the opening credits , the police are the only ones in time with the music , approaching Baby in step with Quincy . Baby takes off his jacket to show he is unarmed . With just a T- shirt and jeans on , he looks like what he is , a kid . He turns back to her and mouths -The police grab him , throw him violently to the ground and swarm around him . Debora can see they are beyond angry . As Baby hits the deck , all the instruments drop out and on a four bar drum solo , the cops proceed to kick and punch him . Debora jumps out the passenger door and SCREAMS -MONTAGE : The following is set to the supremely upbeat ‘ Lalo Bossa Nova ’ . In this sequence , everyone is in time with the beat , except a beaten , bruised and defeated Baby . - We see Baby ’ s mug-shot taken . - Baby in court being sentenced . - We see Debora on the witness stand . Swearing an oath . - Baby in shackles , walking with other prisoners . - Baby on a prison bus driving north . - Baby arriving at the big house . - Baby being given his new clothes . - Baby walking with a guard down a concrete corridor . - Baby being shown to his 9 ’ by 5 ’ prison cell . He takes in his living quarters . His ELDERLY CELLMATE is roughly the age of Joseph . His new one room apartment . The song fades out . As he sits alone with his thoughts , we are left with Baby ’ s buzz of deafness . - Time passes . Baby navigates prison life . - Through the buzz , we see Baby focus on anything that has visual rhythm . People doing jumping jacks in the yard . A warden shutting cell doors at night . People sparring in the gym . Someone mopping the floor . - We see him in the machine shop , hypnotized by a metal stamping contraption . Other inmates working here wear eye and ear protection . Baby only has the protective visor on . He stares at the machine , nodding as if listening to dance music . Tries to get lost in the rhythm of the machine .

On Baby , sitting alone in his cell , staring out to nothing . A guard comes past and hands him an envelope . Inside is a postcard with a 50s style illustration of a young couple in a classic convertible , just like the artwork in the diner . Also inside , a beautiful , neatly handwritten letter . But first Baby notices : The scent . He sniffs , inhales the perfume on the letter . When he stops , he cocks an ear at the faint sound of burning rubber .

Baby wanders out of his cell , letter still in hand . The noises of roaring engines and screeching tires reverberate around the prison halls . It emanates from the TV room . Baby enters this communal room , where inmates gather around a 35 inch TV set showing the noisy Sunday NASCAR races . Baby sees his ELDERLY CELLMATE sitting at the back of the room . He sits down by him . Shows him the letter .The Elderly Cellmate peers through thick glasses at the fancy handwriting on the letter and blankly intones .Baby stares at the Elderly Cellmates lips and we magically hear Debora ’ s actual voice as he continues .Baby closes his eyes . Hears the sweet music of automobiles .

“ Hey Baby. I ’ m sorry too. I know from court your real name is Miles, but I don ’ t know too many Miles songs so we can stick with Baby. Deal?

‘ Baby Driver ’ by Simon & Garfunkel . Baby walks out of the prison gates into the sunshine . Waiting for him is a smiling DEBORA . Looking adorable but- She is wearing 50s dress ; bobby socks , pleated skirt , white blouse , cardigan over the shoulders , just like the young woman in the artwork from the postcard . She stands before a gleaming classic convertible , a white 1954 Cadillac Eldorado . She opens the passenger door for Baby . Baby walks over to the car . He is now also wearing 50s clothes , looking like the young man from the diner artwork . Baby jumps in . Debora pops it in drive . They kiss and then head out on the open road . CREDITS

Iain Reid & Garth Davis Based on FOE, by Iain Reid Draft: 13th April, 2022 © 2021 Amazon Content Services LLC. All Rights Reserved. This material is the exclusive property of AMAZON CONTENT SERVICES LLC OR ITS AFFILIATES and is intended solely for the use of its personnel. No portion of this script may be performed, or reproduced by any means, or quoted, or published in any medium without prior written consent of AMAZON CONTENT SERVICES LLC. BLACK. The sound of a floor creaking as someone walks. FADE UP QUOTE: "One has to be very careful what one takes when one goes away forever." - Leonora Carrington The creaks stop. The sound of a running shower. CUT TO:

The motionless figure of a woman stands in the shower, waiting for the water to cool down. We reveal HEN, late twenties and earthy, as she steps under, allowing the water to rush over her hair and face. The plug is in the bath, so the water builds up around her ankles. She turns away from the shower head. She closes her eyes, brings her hands up to her face. She starts to cry. Her crying intensifies until she's silently weeping. She's inconsolable. She spits saliva, then covers her mouth as if she might vomit, making sure NOT to make any noise. We only hear the water running. Later, the shower is off; we see Hen on her knees, scooping out the captured water from the bath to a few larger plastic buckets stacked along the hob.

From the bedroom door, we see Hen, sitting alone on the bed, hair wet, draped in her towel, only the sounds of an empty dry wind brushing the house. She's facing the mirror on her wall, displeased with something, deep in thought, a strained expression on her face as if talking to herself with her eyes. DISSOLVE TO:

A distant, piercing speck of pale green light appears on the dark horizon. It grows, moving towards us hypnotically, becoming headlights. The tiny lights stretch, snaking through what we see is an endlessly vast, isolated, rural landscape.

In the fully reclined driver's seat, we see the torso of a suited man staring up through the open sunroof. The self- driving steering wheel guides him over the rushing road. Dead and orphaned trees sweep past like ghosts.

The lone car turns into a long, winding gravel drive off the main road. Far ahead, the pale green light softly illuminates a desolate, white timber farmhouse. A decrepit barn and shed sink into the night beside it. The car slows, then creeps to a stop. A soft car alert repeats, triggering the man to move, but we are still yet to see his face. His seat automatically inclines.

The green headlights from outside fall on a motionless hand, in an otherwise dark living room. The calloused fingers begin to uncurl. We pull back to reveal JUNIOR, a twenty-something farmer, asleep on his couch in the fetal position. The light washes softly over his sweaty face. He adjusts his position, coming to, his weary eyes open to the light. The sound of insect murmurations rise. He stands and stretches. His shirt is unbuttoned. He scratches his torso, picks up an open bottle of beer sitting beside him, and walks toward the window into the light. He looks out and notices the car stopped at the very far end of the drive. He waits to see if the car will turn around, or come up to the house. It just sits there, waiting.A beat.A beat.Junior stares suspiciously at the car, takes a swig of his beer. Finally, the car starts moving...toward the house.Junior, hearing her steps on the stairs, turns. Hen appears, wearing cut-off shorts and a black tank top. For a moment neither speak, Hen just stares.The light through the window strengthens over Junior, then dips him into darkness.Hen walks into the room, turns on the nearby lamp, and stands by it. Hen watches Junior move back to the window.Hen walks over and joins him by the window. The car gets closer to the house.Junior notices Hen's finger curling a strand of hair, her toes reaching her up to see. Hen catches his stare.The car pulls up, just out of view.Junior starts buttoning his shirt, straining to get a view of the visitor through the window. The sound of a car door opening and closing.Hen moves toward the front door. Behind her, Junior removes an old rifle from the cabinet in the neighboring study. He clicks it open to check if it's loaded but finds it empty. Junior, confused, moves towards Hen, rifle in hand, awkwardly finishing the final button on his shirt. Hen notices the rifle.Hen motions for Junior to put it down.We hear the sound of footsteps on the porch.Hen's bullish nature births an unexpected smile from Junior. A knock on the door.Hen takes a breath, then moves closer to the door. Junior lowers the rifle, places it against the wall.A beat.Junior steps closer to Hen, standing right behind her. He puts a hand around her waist. She stiffens slightly.Junior looks at Hen, then back to the door.Junior is taken-aback that he knows his name, but before he can respond, Terrance continues.Hen reaches for the handle, but Junior cuts her off and cautiously opens the door, just enough to reveal the stranger. TERRANCE, taller, leaner, more sophisticated than Junior, is clearly not a local, wearing a linen suit and white shirt. He's articulate, urban, charming. He smiles at Junior with a curious warmth.Junior looks at Hen with a bemused smile.Junior considers his request before opening the door wider, giving Terrance just enough room to step in.He smiles at Hen as he enters, then holds his hand out to Junior who ignores it.Terrance smiles.Junior nods, reluctantly, and leads them into the living room. Terrance takes in the room, Hen watching him closely.Junior is taken aback.Junior sits in a recliner. Hen sits in a rocking chair. Terrance sits on the couch in front of them. Junior looks at Hen. She is staring vacantly at Terrance.Terrance removes a screen-like device from his case and holds it in front of him. It plays a video that is typical of government-style propaganda, moving quickly through images of rocket launches and the inside of a space station, with narration touching on the challenges we face with climate, overpopulation. Junior stares at the screen curiously.As Terrance speaks, he stares across at Hen, studying her. She looks up, their eyes meet.The video ends, Terrance puts the screen away in his case. Junior looks at Hen. She seems distant.A beat. Terrance looks around and back at Junior.Junior looks at Terrance momentarily, then over to Hen. Before Junior can answer, Hen cuts in.Terrance stands, removing his jacket. He's sweating visibly through his shirt.Hen remains seated momentarily, then stands, grabbing Junior's empty beer bottle and walks out to the kitchen. Terrance sits back down and looks around the room. Junior is growing more suspicious.A long silent beat turns awkward. Hen secretly spies on them both from the kitchen door, completely motionless, holding a glass of water and a beer. Terrance leans in close to Junior, relaxed, intimate. The silence is deafening, Terrance takes it in.Junior is taken aback at first but then smiles, growing ever more curious by this stranger. Hen walks in. She hands the water to Terrance, the beer to Junior.Terrance brings the glass up to his mouth and drinks. Junior notices him watching Hen as she sits back down. Terrance sets the empty glass down on the coffee table.Junior looks to Hen.Terrance smiles.Terrance looks to Hen.Terrance wipes sweat from his forehead. Junior takes a swig from his beer, doesn't buy any of it, laughs it off.This comment, his playfulness, provokes Hen.Terrance notices a resentment in Hen.His patronizing comments make Hen fume. Junior sits up, starts to realize this is serious.Terrance stares directly at Junior.Terrance stops himself.Terrance's mood sharpens.Terrance's intensity softens a little.A beat.Junior takes a swig of his beer, eyeing Terrance.Junior notices Hen stiffen and stare down Terrance.Junior smiles, finishes his beer, puts it on the table.Hen leans back on the chair, reflecting. Terrance stands.Terrance walks out of the room, pauses, looks back at them, then up the stairs, leaving Junior and Hen alone for the first time since he arrived.Incredulous, Junior looks over to Hen, who surfaces a fragile smile, but, surprisingly, they don't speak. They sit in an awkward, bewildered silence, only the eerie creaks of Terrance upstairs.

We do electronics, data mining. But our current focus is off-earth habitation.

This is exciting, but before I say anything, I'm supposed to show you this.

We've been working on the next phase of transition for a long time. There's always been several possibilities for human existence in space.

The moon. Mars. But with our lands and seas transforming, as they are, we decided to build our own space station, our own planet. Somewhere new, somewhere less fickle.

I'm here because of The Installation, the first wave of temporary resettlement.

It's ridiculous. Why are we spending money up there when we should be fixing things here.

I'm used to air-conditioning. Could I trouble you for a glass of water?

Do you remember a time when there were farms around here, with livestock and crops. Real farms...no offense.

I noticed all the canola on the drive. I didn't realize it grew this time of year.

For The Installation. And I am excited to say that you have made the short list.

Oh, I should clarify. I'm talking about you here, Junior. Only you.

These tests require real physical strength, specific skills, that for better or worse, exist more in your husband.

The first phase of the Installation will be a test period...before the next phase...which will be permanent.

We are the Government. Our station is orbiting Earth as we speak.

You do know about conscription, don't you. Like during the old wars? If you got picked, you had to go. To war. If you didn't, well...

This operation could end up being the most important public initiative ever. You'd be a hero.

Do you want to live mundane lives, like everyone else? Or do you want to be part of something special and unique?

Because that's what this is really about. A chance to be a better version of yourself.

It's time to move on. Our planet was marvelous, IS marvelous, but it's given us all it can.

Choosing to live as you do, out here, away from the city, creates interest.

I can't reveal that. What I can tell you is that nothing will be decided for a couple years.

And you expect us to just go on living, like everything is normal?

Before he got out, you said, 'He must want something'. How did you know it was a man?

You know we won't see him again. They're not actually interested in someone like me.

Only that I could have taken any road, but I didn't. And there you were...little Hen, looking lost.

I don't like how you just show up here, say all this shit, and act like we should be thanking you, and why is it only you who keeps coming here? Where's everyone else?

So? And if you start throwing it out randomly I won't know what...

You're acting like this is no big deal? Like it's not happening. When do you suppose we talk about this?

I'm really worried about you. I don't feel good about any of this.

We have some chickens. The house. Land to take care of. It's been a farm for-

How many have you met with like this? Gone into their homes, without warning, asking them personal questions...

I started thinking more about leaving. Things I'll miss. Things that aren't obvious.

Just like, stupid, little things. Like how by the sound of the floor creaking, I know that it's your steps upstairs. And that no one else could ever recognize that, it feels like a secret... between us...

You know what my dad used to get us to do when I was old enough.

We'd go outside and stand apart. Then we'd each get one punch at the other.

-I don't care what you're planning, but whatever you bring here, won't be me. I can't be replaced.

The guys in the lunchroom bite hunks of their sandwiches, meat and bread, and grind it together into some disgusting paste. Whatever wasn't swallowed would end up stuck between yellow teeth and infected gums.

It's not just eating. I've seen a coworker fall asleep during a break with his mouth gaping open. I felt sick at the sight of it. Think about earwax, and fingernails, and pus.

I've seen guys spit on the ground and walk away. And we do all this stuff automatically, without thinking about it. We're oblivious to it most of the time. And one day, I started to wonder why that is, as I watched one of the guys wipe his fucking mouth on his napkin after eating and then blow his nose into the same napkin, which he balled up and dropped onto his plate, full of fucking snot, and very slowly, the napkin started to unfold from the ball, all on its own, as if it wanted to be seen, and that's when I realized our common seam, in each of us, is our own built-in scum. Our dirt. Our grease.

Hen, Hen, Hen, what's a boat without an anchor - what's a boat without an anchor -

When I get back. Let's do something. Run off. Go somewhere. Make a family...

Whatever we decide to do, we'll decide together. We'll be together. Like we used to be.

You want my wife, don't you. Keep her company while I'm gone. How fucking convenient. You're sick. SICK.

Hen! Don't listen to him. Don't worry. I'm not going to let them do anything to you. I'm not going anywhere.

Please. Whatever this is, whatever you've done, it doesn't matter.

Junior now appears frozen. Except for his eyes which are still alive, alert, moving around the room.

...I chose not to. It is a choice. It's not immoral... What? ...it's my body!...

Olive. Cucumber. Dill. Teal. Frozen mint. Green Apple. Pea. Leek. Peppermint...

He looks down to Hen's side of the bed, tired and confused. He notices the indent of where she had laid on the pillow and then gently falls into it. He lies there on his side, the audio player beside him. He breaths in her scent and falls asleep.

A gentle hand touches Junior's cheek; the touch is soft and affectionate.

It wasn't intentional. If I said it, it was without thinking. I'm exhausted, and if it's okay, I want to sleep.

God, that was so long ago. I can't believe you can remember that.

Getting married straight out of school doesn't worry you? Devoting the rest of your life to someone when you're still a teenager.

I'm sorry. This is just a weird time for me. I know I've been distant-

I had no idea what to expect. Who knows when Terrance'll show up again. But when he does, just...

Sorry, I don't mean to pepper you with questions like this first thing in the morning.

This is why we have so much stuff. You can't let go. Of anything.

It's not like we've been living here for twenty years. All this stuff is from your past. Not ours.

This is happening faster than I was expecting, and now he's coming to stay.

I hope it's not an infestation. They'll get into the walls. Christ. That's all I need.

They say the privilege of being human is that we get to decide the fate of other creatures. That we know better. It's crazy. We have no clue.

You have to go slow. Put a hand over each wing. Be gentle, like this.

I don't give a fuck about what people around here think. It's my body.

Anybody can remember details. But that doesn't mean it actually happened that way.

Please. Can we talk about this tonight. You know we need this job.

How far does it go? What else do you think's up there? I used to obsess about that as a kid.

Have you ever thought that we're not even looking up at the sky?

You're confused. You hurt yourself, but you're going to be okay. You're lucky.

Hellllooooo. I'm right fucking here. Why don't you ask me how I feel about it?

Just once, I want to say 'I love you, you mean everything to me'... like I used to.

As long as we moved from day to day, living the routine that was established, that you established, you're convinced I'm happy.

All the shades. Absinthe. Aquamarine. Asparagus. Bamboo. Lime. There's moss, and algae, and green frogs...

There's rain there, it's breaking down the forest floor - and you can smell everything!

Some were shy, some bold, others ancient, wise...you only have to spend time with them...I loved their personalities.

Part of me says, 'yes'. To be like primal, animal, to not question anything...that's exciting, impulsive. But then comes a knowing, which is also beautiful and we need it, but it makes everything safe and understood...and over time...

I've always held this fantasy. That there's something else out there for me.

Courage. The courage to let everything go. To follow what I feel. Not being scared.

There are places. Places with life. With other people, new people. With music...somewhere that doesn't feel like it's dying.

And instead of trying to explain it to him, or to justify it, I would do the opposite. I would leave a letter. But it would be blank.

I'm not your colleague. I'm not like you. Not in any way. And now I feel stupid.

all that big talk...and I told you things. Private things. I actually thought you cared. No. All you needed was me, wasn't it? Just a farmer's wife on the edge to prey on...

What WE did can never be forgiven. It was cruel. It was...meaningless.

You know, the only thing I truly believe, and it's our biggest flaw.

Believing we understand things we can't ever possibly understand.

Yes. I saw who I fell in love with. Then I saw the parts you never show me.

For what? Junior, there's nothing here for us. Let's just leave, get out of here. Do something, together.

Do you ever get a little...antsy? All alone out here, just the two of you? It's so...quiet.

There's nothing wrong with quiet. But this kind of isolation is fascinating.

Sorry. I know this time between my visits must have felt a little...tense.

To get the best understanding of life up there, the selected group needs to be random. All walks of life.

That's the whole point. At some stage, all of us may need to go. Permanently.

There'll be handsome compensation for you: a thank-you from the Government.

Look, you've been gifted a rare opportunity that, for now, seems daunting. But, why does the unknown have to be a burden? Most people don't ever consider the full range of achievable existence.

Yes. Living out of habit is the worst kind of prison because the bars are concealed.

Junior, this is incredibly rare. You've been selected. You're going to the Installation.

Would having more people scurrying around your house and property really be better?

Thought I would drop a few things off. I'll have to stay, now that it's official.

-It was all explained in the paperwork. I would stay temporarily if Junior was selected.

There's a series of steps to complete, observations, data to collect, all in preparation. Think of it as a series of casual interviews.

Couple of weeks, and there's lots to do. This part is going to start going fast.

Look. I'll stay nearby, give you guys a little more alone time. Let's keep it to day visits for now.

Actually, Junior, would it be okay if Hen and I kept going on our own?

Actually, if you could hold your legs out straight. It gets a better measurement. Here, rest them on this.

Junior, have you given much thought to traveling? Before I showed up.

Generations, yeah, yeah, you've said that already. But isn't that hypocritical?

On the one hand, you try to keep your family traditions alive, the old ways of living, but then you work for the very corporations that are taking all this away.

Stay still for a second. I just need to put something on you. A tiny sensor. You won't feel it.

It's important. Keeps track of your blood pressure, heart rate, boring stuff like that.

Tell me what you see when you think about the time you and Hen took over the house.

But you won't be able to use that arm much for a while though. And you'll have to get used to that recliner of yours.

You can't sleep lying down, not for now. You can recline to about forty- five degrees, but that's it.

She operated on your injured shoulder, the tendon. It went very well, and she wants to leave it covered. You're lucky it's not worse.

'A musician of nature with an unerring instinct.' That's how her husband described her.

This hasn't been easy on either of you. I apologize for that. But it's worth it.

You've known about the possibility of being picked for over a year. That's plenty.

We're taking Junior away. And you've never been alone out here before.

Do you want to leave her all alone out here? Day after Day? Night after night?

Hear me out. It's not another man. We're developing a digital replacement.

No, but it is complex...and expensive, not everyone gets offered this.

In the old days, you would have left Hen with a two-dimensional photo of yourself. This is the next step: a dynamic hologram with living tissue, volume, and a body.

It's DEFINITELY not a robot. It's a new kind of self-determining life- form. You'll see. It's going to be astonishing.

They'll be a series of interviews. No detail is inconsequential. We'll use it all to finish the code.

There's always room to make us more efficient. Eating, talking, sleeping - what if we didn't need to do any of it.

If Henrietta was the same as she is now, I mean identical, but was a bit less physically attractive in one significant way, do you think you would have married her?

What about this: what if she looked exactly as you know her, just as beautiful, but was a bit less intelligent? Would she still be Hen?

You're right. I'm sorry. I shouldn't be keeping you up. We have a big day ahead of us.

It seems so stupid to us now, that a human would be controlling a massive hunk of metal moving at sixty miles an hour.

I have dreamed a dream - of every common man - hoping to rise to the top - I have sworn by my blood as your man, my love - That one day-

I'm afraid you'll have to get used to these tests. There'll be more when you arrive. Some less pleasant than others.

We really have to make sure she's okay. If you notice anything unusual, or she is acting odd, it's best you tell me-

I'm helping you and your wife, in a profound way that you'll appreciate when you're back. I need to know everything, and everything you tell me up here is confidential. Between us.

Do you feel that you know how she would react in every situation? Have you ever asked her the question yourself?

You don't actually believe you know Hen better than she knows herself?

There are things about her you don't know, will never know, thoughts, feelings. All her years before you.

She has desires that existed before you, and exist beyond you. You can accept that, right?

But I'm new here Will you show me around No matter how far wrong you've gone You can always turn around Met a woman in a bar Told her I was hard to get to know And near impossible to forget She said I had an ego on me The size of Texas Well I'm new here and I forget Does that mean big or small Turnaround, turnaround, turnaround

And the Lord said unto John 'Come forth and you will receive eternal life'. But John came fifth, and won a toaster.

Ok. And how has this 'awakening' affected Hen? I'm sensing a bit of strain there, perhaps?

Oh, come on. You know. Fucking. Is she explicit with what she likes? What she needs.

I'm sorry we had to deceive you, but it was the only way to test your full capacity and function.

It's critical that you were lucid enough to experience the reversal face to face.

He's not the replacement, Junior. It's you. This is Hen's real husband.

We brought you here on my first visit, the same day, he, Junior (the one standing beside him), left to live on the Installation. That was the day your mission started. When our headlights turned you on. That was the beginning. We left the rest up to you.

We wanted your present tense to be your focus, but we also had to design your memories. We gave them to you after spending many months talking with Junior before he left. Your memories are his.

Can you tell me what you're feeling now, Junior? Physically, I mean.

There were other possibilities for how this part would go, but we decided it made the most sense for you to be made aware, to see the end for yourself.

I want to know how things are going. At home. Now that Junior's back.

What YOU did...was essential. It was historic. It was beautiful.

Stop feeling guilty for being part of advancement. It's our duty as intelligent people to transcend boundaries, not yield to them.

I'm a Creator. Creators make the future possible. Your future possible.

That's fine. Just know that I spent years with Junior before he left. And we've talked a lot about you. I know everything I need to know.

Hen, I know what he needs. And I'm not sure you can give that to him now.

I was just passing by. Wanted to say goodbye. See how you were both settling in.

You have such self-assurance. You don't have to prove anything to anybody. I envy it.

The silence carries as Junior walks with Terrance out to the car. Terrance puts his briefcase in the back before casually turning back to Junior.Terrance steps around the car, opens his door.Junior watches him get in. The car turns around and drives back down the driveway, out to the road. He takes a moment to stand in the dark silence. He looks around his property and then up toward the cloudless sky, spotted with stars and tiny flying satellites.

Junior enters the living room, expecting Hen to be waiting. She's not. The lamp has been turned off, the empty glass and bottle sit on the table. He peers into the neighboring rooms; nothing. He grabs the rifle, still leaning against the wall. As he takes it back to the study, he glances at the empty chamber.

He places it back in the rack. Then slides open the drawer beside it. Inside there are boxes of bullets. He shuts it slowly, confused, then looks up into the glass cabinet above. On the shelves is a collection of framed photos, vintage B/W images of Junior's family staring out, from an era when the farm was operational, abundant. They mostly show the women of his family over the generations, proudly positioned, shrine like. He passes over one of an adolescent Hen on horseback. He focuses on another more intently. It's a selfie of Junior and Hen. Not framed, loosely stacked. Junior has his arm around her. They're younger, both smiling; a beautiful sunset displayed behind them.

Junior corners up the top of the stairs and moves down the landing to their bedroom.

Junior slowly pushes the door to their bedroom open. Hen is already in bed, lying on her side, her back to the door.Hen doesn't answer. Junior takes a step into the room.Junior moves closer to the bed and notices Hen is still in her clothes. He sits down beside her, starts to take his socks off. Hen raises her head and looks back toward Junior.Junior figures she is joking, leans across, and starts playfully kissing her shoulder.Hen pushes him back firmly.Junior sits back, but he is not buying any of it. He stares at Hen, contemplates.A beat.Hen can see Junior is far from convinced.Junior stands, throws his shirt onto the floor. Hen doesn't respond, then pulls the covers up.A beat. He can tell Hen is anxious.

Junior closes the door behind him and pauses. He stands there in the dark on the other side. Then, he turns to walk away, and before he reaches the guest room, he hears the alien sound of Hen locking their door.

Junior stands, surrounded by the clutter of their lives, but is suddenly struck by the perfectly made single bed. He stares, incredulous. He lies down on his back, hardly able to fit, eyes open, time and heat pressing in.

Like a surreal dream, the camera moves through the open door of the bedroom, then floats down the stairs. It slows as it sweeps into the open living room, catching HEN poised from behind. She hears the sound of Junior's truck door opening, then moves quickly over to the window. Through the slither in the curtain, she watches Junior get in and start the truck. Then, slowly, she creeps back to watch him drive the truck down the road. CUT TO: With a playful curiosity, Hen moves into the kitchen. Buddy Holly 'Ain't Got No Home' plays softly on the speakers. Surprisingly, she finds a fresh pot of coffee Junior has prepared and an empty cup at the ready. She brushes the cup with her hand, then looks around the room, imagining. Hen softly and haphazardly sings along to the lyrics.Hen surfaces the tiniest smile.She stops suddenly, feeling the echo of her words, the emptiness of the house.CUT TO: From the kitchen, the camera floats once again, seeking the basement door. It's open. As we move down, we find HEN descending the bottom of the stairs. We follow her, tentatively, into the basement itself, into the dark. She stops by a piano, covered by an old, dusty tarp. It's clearly been neglected for a while. She lifts off a section of the tarp and looks at the keys, touches them tentatively. It takes a moment, but she plays a single note. In the sustained, fading note, Hen senses something... Pre-lap: the screams of a thousand chickens.

...we move up the inside of an immense, cylindrical chicken tower. Hundreds of levels, an endless waterfall of beaks peck at the internal feed trays, the light at the top strangely haunting, monolithic. Another piano note... We reveal Junior, on a small elevator, in full PPE, spraying the cages as he moves up. He pauses as if sensing Hen's note. A strange stillness falls over him, making him standout against the mass of moving chickens, like a pebble in a fast moving stream. ...then a cluster of notes.

A featureless landscape with a never-ending road is awoken by HEN. She rides in on her electric bicycle. She turns toward a remote roadside restaurant. The beginning of an unexplored melody...

The open plan restaurant serves mainly the corporate industries and their transient high-flyers. It's stark, tasteless, and the upmarket feel is at odds with its desolate surroundings. Hen stands motionless by a window staring out, waiting for a customer to order. A sense of possibility in her eyes. The melody quickly subsides. Silence hangs. The customer begins to order.

Both Hen and Junior are tiny figures stretched apart in the rural landscape. The farmhouse sits humbly in between. Hen, having just showered in her underwear and boots, carries a bucket of water in each hand over to the only tree that seems to still have life. As she tips the water, Hen momentarily looks across the field to Junior, who is now busy building a bonfire out of the household rubbish. He catches her stare.

Junior and Hen sit on opposite sides of the burn pit. They both hold an open beer. His shirt is undone. His stare fixed at Hen, she is wearing a cut-off white shirt. Only the fire lights their faces. Neither is speaking. Hen periodically glances at him, the heat swallowing them both.Junior swigs the remainder of his beer.Junior looks Hen over.A beat.The comment makes Hen look up at Junior.Junior keeps staring at her. Hen can tell he's serious and is curious.Hen looks into the fire.Hen looks up to meet Junior's eyes with a slight tremor of hesitation.Hen leans forward, throwing something in the fire.Junior stares back through the flames, their eyes meet. There's a palpable chemistry, but strangely at arms reach.

It's oppressively hot. The ever familiar pulsing buzz of insects, strangely mesmeric, primal. Junior lies on the guest bed, in the dark, yearning for Hen. Hen is there in the dark, leaning by the door like a ghost. She's like this for several moments, then tentatively approaches the edge of the bed. She pauses, then sits beside him. She observes his sweating body. Then looks to his hand. She seems unsure, but then gently touches it. Junior just watches her. She then takes his hand and feels its weight fully in hers. Hen's breath deepens, and she weaves them. Her hands then move up his arm, feeling its curve. She removes her underwear, then she crawls on top of him. She moves slowly at first. Her movements get faster, completely her own. It happens fast. They don't even kiss.

Hen and Junior are squeezed tightly on the single bed. Junior wakes up to see Hen on her side, already awake, gazing at him.Junior brushes the hair from her face, wipes the sweat from her temple.Hen smiles, picks gently at a tiny scar on his forearm.A beat.She seems surprised he asks this.Hen doesn't elaborate. Junior senses something deeper.Junior grows more concerned.Junior stares back. Hen can see his vulnerability.Junior is perplexed, lost at sea.Junior relaxes a little.Hen smiles. Junior brushes her with his forehead.Hen laughs softly, realizing she's taking up most of the bed, moves a little, the two now resting in each other's arms, almost comfortably.Their laughter soon gives way to a kiss, but this time more tender, mutual, growing... Omitted

Hen stands motionless in the water. Her mind troubled, elsewhere; she breathes through it.

Hen sits at the piano. The tarp is now completely off. She's content, focused, her hands dancing over the keys, playing the melody we have been hearing. It's beautiful but imperfect, bluesy, and freewheeling. Her gaze widens ever slightly, sensing Junior's physical presence. A glorious smile surfaces knowing he's there. We discover Junior, sitting near the bottom of the basement stairs just out of sight, listening to her play with deep adoration. Time disappears... FADE TO: OMITTED

From the guest room window, we look out across the dead trees to the great expanse of the farm. We don't notice it at first, but a HUGE wind and dust storm on the horizon is moving toward us like a tsunami. It gains, faster. The camera moves back into the room, revealing the complete picture window and then the guest room bed, now stripped of sheets. The light dims and pulses wildly... the camera keeps pulling back, into the landing, until there is no more light. The storm hits. Black.

The wind howls violently, shaking the house. From the dark, we move to reveal Junior, deep asleep on the couch. Hen leans on the living room window sill, where she has been for some time. From outside, we see glimpses of Hen in the window...the ochre dust and light, ebbs and flows, like she is underwater. Her stare piercing, unwavering. Hen's POV: A gust thins the dust. We just make out Terrance's car. It is marooned half-way along the drive; the storm too heavy for him to get out.

The storm has subsided, not a sound, not a breath of wind. Hen approaches the car. Her hand reaches out and wipes away a layer of dust. Her reflection washes over Terrance; serene, asleep. She stares down at him for a while, then gently taps the glass. Terrance slowly comes to, surprised to see Hen. A warm smile surfaces. The window comes down.

Junior is still lying on the couch, but now awake, eyes open, alert. He overhears Hen and Terrance as they wander back from the car. We never leave Junior's face.Junior sits up slowly. His breaths quickens. CUT TO: Hen, Junior, and Terrance are sitting in the living room, in the same seats they were sitting in during his first visit, one year earlier.Junior raises his head, reticent, heated.Terrance can see Junior isn't convinced.Junior remains silent. Terrance stares at Hen momentarily.Hen looks at the duffle bag by Terrance's feet.Hen gets up and walks over to the window.Junior stares over to Hen, their eyes lock. Terrance notices their distress.A beat.Terrance stands, then turns from Junior to lock eyes with Hen, a smile blooms.Despite the call for celebration, the three of them remain spread across the room, each in a statuesque solitude, with only the oppressive heat uniting them. Terrance removes a camera from his bag and starts taking some photos of the room. OMITTED

Junior is far out in the field, picking up plastic and rubbish left over from the storm, all the time watching Hen. She sits alone under her tree, unaware of Junior. She stares out across the distant forgotten paddock. Then she notices something on her leg. It's a piece of her own hair. She drags it along her leg, then pushes her finger nails through it, into her skin. She starts smiling to herself. The indents scar her leg. She brings a hand up and pinches her cheek. She does it again. And again until her eyes start to water. She clenches both fists tightly, shutting her eyes. Then she abruptly slaps the ground beside her with both hands. She does it again and again and again and again, eyes still closed. She then opens her eyes and looks up, then spits into the sky. She then gets up and walks towards the house on a mission. Junior wants to call out, go to her, but decides to fall back.

Junior enters the house, cautiously. There's a lot of abrupt movement upstairs. Hen is in a state. He discovers a pile of their belongings at the bottom of the stairs. He spots Hen at the above landing as she throws more stuff down. Junior notices a pair of work gloves, the palms are worn through.Hen appears back over the rail.Junior moves up the stairs after her, and corners onto the landing. Hen is dragging a box from the Guest room to the hallway cupboard.Hen seems a bit taken back by his tone.A beat.Junior moves closer to Hen, but she goes back to sorting. She discovers an old VHS cassette, holds it in her hand.Junior moves over to her, tries to calm her. She moves away and starts laying new sheets.Hen keeps making the bed. She looks into Junior's tender eyes, fleetingly, and moves out into the hallway.She drags another box to the storage cupboard in the hallway.Junior then watches her as she moves down on her knees, her back to him, to sort stuff in the closet.Hen shuffles out of the closet, startled.Junior leans into the closet. Behind a box at the back, is a large, horned beetle in the dark. Junior slides the box enough, so the light falls on it. The beetle is black and shiny. It has three horns, two on either side of its head, and one in the middle protruding upward. Junior is staring at it. He's transfixed.Junior continues to stare at the beetle. It's not moving.Hen gives Junior a little tap with her foot.Hen's steps creak as she walks down the hall. Junior is hypnotized - it doesn't appear scared or nervous, rather more knowing, poised and ready.

It's dark. Junior and Hen are asleep in bed. A loud knocking breaks the silence. Hen wakes up first, sitting up. Junior, still on his stomach, opens his eyes.Hen, irritated, slowly gets out of bed. She starts getting dressed.Junior, rolls onto his side, too tired to answer. Hen heads for the door.

Junior is descending the stairs, putting on his shirt. Half way down, he realizes how oddly quiet it is. He slows, and as he moves gingerly into the living room, he sees Hen and Terrance in the kitchen. Hen is leaning against the counter as the coffee brews. Terrance is beside her. Waiting. Saying nothing, unnervingly casual, intimate. Junior stands there for a while, then enters.

Junior doesn't reply but looks to Hen, who suddenly busies herself with coffee.Junior pours himself a coffee from the pot, then looks at Hen.Hen nods, they briefly kiss as he heads out.

Junior fills up the grain bin, sips the last of his coffee. He leans against the wall and in an unsettled trance, watches the chickens start to peck at the grain. He focuses on the one brown chicken. It triggers a memory, a moment from the past that happened right here. A warm smile begins to surface as he relives it: We see HEN pick up the same brown chicken. She brings it close to her face lovingly.Hen notices Junior staring at her, she smiles back innocently.Junior nods 'nothing', he is just bathing in her beautiful quirks, her 'light'.Junior decides to pick up a chicken...but just as he gets to the chicken, it runs away. He almost falls over.Hen moves over to him with the brown chicken.She carefully transfers the chicken to Junior, their hands brush together. We cut out of the memory, almost seamlessly at the same point, just as Junior gently wraps his hands around the same brown chicken. He breathes, smiles, pats it intimately. But soon, its stare becomes penetrating, growing more unsettled, warning him?

Hen and Terrance are in the midst of a heated discussion.Through the widow we see Junior outside, heading back from the barn toward the house urgently. Hen leaves the room, Terrance follows.

Junior enters the kitchen, just as Terrance walks back in from the hallway.Junior stays standing.Terrance motions to the chair, Junior reluctantly sits. Terrance holds a camera-like device near the back of Junior's neck.Terrance puts a stool under his feet, moves the device closer.Terrance takes a seat. Junior slowly looks around the room.Terrance leans in, Junior is taken aback.Junior gets defensive.Terrance stands up, moves directly behind him.Terrance is holding a small patch.Terrance pushes the hair on the back of Junior's head up and presses the sensor into the back of his neck. Junior flinches and immediately starts touching it with his fingers.A beat.Junior is still rattled by the sensor.Junior delays then closes his eyes.Junior keeps his eyes closed. Sweat is starting to bead on his forehead. He smiles.We reveal Hen. She is leaning against the kitchen door, for how long we don't know. Terrance sees her and smiles, but keeps questioning Junior.Something immediately unnerving about that question. Junior takes a nervous breath, wrestling upsetting images in his mind we can't see. Junior struggles to answer.Junior opens his eyes, sees Hen, and smiles.Hen nods gently.Junior smiles back at Hen.Hen's eyes dart up to Terrance. Through tears, she smiles.

Terrance is following Junior like a long silent shadow. He's observing him, taking photos and notes of his routine around the farm; shoveling out ash from the bonfire, turning the compost. Junior occasionally stops due to the absurdity of it all and stares at Terrance, but Terrance, undeterred, only encourages him to continue. Against a distant fence, Hen picks tiny red currants from a forgotten shrub. She places them in the fold of her dress. She pauses. Her fingers are stained red, her wedding ring too. On her dress a circle of red bleeds across her abdomen. She looks up in the dying light. She looks back to the house. Hen sees Junior a tiny, inert spec on the porch of their withering house, beer in hand, staring back at her.

Their warmth and levity slowly subsides, with the undercurrent of time, and their lack of it left together.

Junior and Hen are lying in bed. Junior is awake and watching Hen in a deep sleep. A memory weaves... FLASHBACK: WEDDING - DAY Hen standing in a soft cotton dress - its green stripes make her look like a spearmint candy. Junior is in a plain suit. Hen is holding Junior's hands, immensely happy, despite the fact it's raining. There are barely a handful of people in attendance, a few co-workers, holding umbrellas over themselves.Hen and Junior kiss passionately. The small group applauds. They share a first dance, allowing the rain to fall over them. They move closer, turning slowly. There's no music, so Hen HUMS a quiet melody that only they can hear. We stay extremely close, Hen pulls away ever slightly, stares at Junior, rain and tears in her eyes.

We cut back to Junior, his face barely an inch away from Hen's lips as she sleeps.OMITTED

Junior routinely walks in a procession with other workers, down a long narrow corridor. They are overwhelmingly surrounded by thousands of suspended chicken carcasses, that move and spin along elaborate rail lines.

A kaleidoscope of chicken meat moves hypnotically along the production line. Junior is mindlessly packing chicken breasts, pre-sorted by fast moving robotic arms. The pace is relentless, the repetition mind-numbing. Junior seems distant, agitated, losing focus. He looks around the room. An urgency rises in him.

Junior's truck pulls out onto the highway at high speed, leaving the looming silhouettes of the chicken towers behind.

Junior is filled with a sense of freedom, accelerates in his truck. He looks out the window; the moon in the deep blue sky is following him, reminding him of his fate. He swivels the sun visor above his head, blocking it from view. He then pulls off the road into the dusty roadside restaurant carpark.

Junior walks inside, and clearly looks out of place. He wanders around until he spots Hen, who has just seated a table of three. He walks up to her as she turns to come back. She's both shocked and surprised to see him.Junior doesn't say anything. He reaches out and takes her hand.Hen notices her work colleagues staring at her, at him.Junior is tunnel visioned.Junior gets more intimate, Hen's breath quickens.A table of corporate men eyeball them, as they sip their coffee, one with a particular coldness.Hen looks around the diner. She turns back to him, feeling pulled.Hen slowly relents, allowing the room and the staring faces to fade away.

The windows are down, Hen's hair rushes against the passing landscape. There is still a reticence in Hen, but as the sun streams in, we notice her ever gently reach over, without looking, and place her hand atop Junior's. Junior smiles, but her grip tightens, like she is afraid. The Canola fields stream passed the window.

Hen and Junior move into the immense fields of yellow canola. They seem to be taking everything in, as if both are becoming more aware of the land that he'll be leaving, not wanting to take it for granted. A mega industrial harvester moves beyond them, the scale unthinkable.

Hours later, we see them walk over a huge PINK LAKE, only inches deep, caused by high-saline industrial run-off. It's like they are on another planet. We look down and see Hen's and Junior's bare feet submerged in the shallow pink water.A beat.A beat. Junior's mood shifts, a melancholy takes over.Hen looks at her feet in the pink water.They move closer to each other. Then their lips touch gently, tender, like for the first time, savoring every present moment.

Soil dirties their naked flesh as they make slow love in a powerfully felt desolation... LATER: Crickets chirp. They lie in a barren landscape. Junior pushes his bare feet into the Earth. His feet touch Hen's bare feet... she giggles, it tickles. Their mood lightens, and they look up at the wondrous sky, the first stars appear.Junior considers but doesn't know how to reply.Junior smiles, perplexed. Hen smiles back, then looks to the sky. Junior follows her lead and starts staring 'down at the sky'. A moment of silence, as they both start to feel something. The camera turns upside down, the two of them hanging above the deepest blue sky, the most magnificent stars.Hen laughs, then her breath deepens, surrendering. The two of them fall into this imaginary, weightless reverie...then laughter, lots of it. LATER: More laughter. Hen and Junior, tiny naked figures, chase each other. Hen tries to smack Junior's bare bum, while getting dressed. He tries to run away, but he trips on a leg of his jeans.Hen is joyously hysterical as Junior charges her. He tumbles with her, and their playful weave gives way. CUT TO: Closer; they start to dress each other, slowly, full of breath, full of life, full of adoration. Then, like a dream, a stray horse enters the open landscape, scared, flighty. Both of them, taken by it, in awe. Hen wanders over to it, slowly.The horse is wanting her touch but is afraid. A delicate dance.Junior is mesmerized by Hen, how she magically approaches the horse, calms it, and makes contact. She starts stroking its face.Junior moves closer, careful not to break their intimacy, their secret conversation. Hen looks back at Junior, her face beaming with joy. She then rests her head on the horse, in a beautiful union. Junior is swept up in their reverie. But then, on the horizon, more horses running. Junior becomes alert as he sees what they are running from - a huge smoke plume rises into the sky. Hen sees it too.But Junior isn't listening. Rather he starts to run toward it, scaring the horse. Hen struggles with it.Suddenly Junior breaks into an all out run.CUT TO: Junior is now sprinting with vigor, towards the ever-growing glow. A stray horse, escaping the fire, gallops fearfully in the opposite direction. Junior howls as it passes. Hen, far behind, is now sprinting too.

As Junior gets closer, he sees it's a raging barn fire. The smoke is now heavy, all-consuming. A surreal universe of small embers float past in the wind. He notices a mass of Black Beetles scrambling over the glowing earth. Hen arrives on foot, but can't see Junior.A surging gust of fiery wind completely dissolves her within smoke and embers.Hen's voice barely audible as Junior is drawn by the fire. Part of him wants to try and put it out, another part is in awe. He moves closer, faster toward the inferno, but several steps into his run, he is hit hard from behind and collapses onto the ground, his shoulder slamming into a rock. Someone lands on top of him. Smoke and pain envelop him. Junior's badly injured. A dark silhouette keeps him pinned down with their knees, but it's hard to see who. He's trying to steady his vision, but the smoke is intense.Junior sees the shape of a second person, wearing a black suit, disappearing behind him in a flurry. Junior, disoriented and in obvious pain, closes his eyes as he is dragged ruthlessly across the rough earth.Black. The screams of Hen. Getting more distant. FADE UP:

Junior slowly wakes up, his vision adjusts; across the room, he sees Hen helping Terrance move equipment up the staircase. Junior listens to them walking around above him. Junior tries to sit up, but his body feels immobilized. He notices his arm is in a sling. Hen is coming back down the stairs and spots Junior distressed, trying to get up. She moves swiftly over to him.He persists, but Hen calms him.Hen smiles. There is something different about her, more make- up?Junior is now genuinely confused. He can't answer that.Terrance enters the room.Hen leaves for the kitchen. Terrance steps closer.Hen pauses in front of the mirror in the hallway before re- entering the room.Junior is trying to remember. How long has he been out? Hen walks into the living room with a beer.Hen hands Junior two white pills.Junior pauses, still confused, raises the beer to his mouth and swallows the pills... Pre-lap: Jacqueline Du Pre. Cello Concerto in E minor, Op.85

In the echo of the music, we pan across the landscape to the farmhouse.

Terrance slowly enters the room with a new bottle of wine, channeling the melancholic beauty of the music being played on speakers.He sits. Terrance stares at Hen.Junior stares directly at Terrance.Terrance pours Hen some wine.He fills up Junior's glass and then his own.A beat.Hen starts to look uncomfortable.Hen grows impatient.Hen laughs softly, then downs her wine, grabs the bottle to refill.Junior stares back, astonished.A beat.Junior smiles at Terrance.Terrance is watching them intently.Hen notices Terrance smirking at them. She suddenly reaches across and slaps Terrance hard.She picks up her glass, sips her wine, fighting back her emotion. Junior is stunned. A moment later, Hen starts laughing. Then, she laughs a little harder, until Terrance begins to laugh. Junior isn't laughing. Hen's laughter, slowly turns dark, emotional, as she catches Junior's stare.

The living room is deathly still. Junior is in his recliner, a pillow propped under his arm, to support his shoulder. His eyes gaze across the dark room. On the far side, two identical beetles crawl up the wall. Their dark shapes are hypnotic. Then, he hears movement above him. Hen's voice? Junior gets up to investigate.

Junior rounds the top of the stairs and realizes someone is having a shower. He discovers the guest room door, directly adjacent, is slightly ajar, with the lights on inside. He moves over to it. He carefully peeks through the gap. There is an array of technological hardware. A strange black rod with a camera, sits on a stand, and there's tape on the floor, marking out positions? Something on the disheveled bed catches his eye. He moves into the room. Beside a duffle bag lays a photo of Hen, wearing the white cut-off shirt.Junior, suddenly caught off guard, turns. Terrance sits in the blind corner, shirtless, a bath towel around his waist. A small fan tries to keep him cool. He's lean, more muscular than Junior thought.Junior, isn't up for conversation.Junior hears the shower water still running, looks at Terrance, at the bath towel around him. This all feels wrong. He moves to the door. Terrance stands up.A beat.Junior moves away from Terrance, who gently closes his door with a click. Junior walks up to the bathroom and rests his ear against the door. He slowly tries to open it. It's locked. He contemplates knocking, but instead decides to leave it.

Junior is in his reclined chair. He opens his eyes, in the reflected hot light. He notices Hen in utter stillness, wearing her work outfit, draped in the arm chair opposite. She takes a long drag of a cigarette. Junior watches her for some time, until Hen notices. They hold each others stare. Then she sits up, dropping her cigarette in an empty beer bottle. Beside the bottle, he notices a glass of water and two white pills. She brings them over to him. He takes the pills, and as she removes the empty glass and places it back down on the table, he holds her arm, pulls her close. He starts to kiss her neck.He is hungry for her. He feels her body. She slowly surrenders and it instantly becomes heated.But it's hopeless, they descend into each other. It's thrilling, passionate, but especially quiet.

Junior and Terrance are in Junior's truck. They've left the farm and are driving along the highway fast. Junior's truck is old, so he still has to drive it, but with his injury, is only using one arm.Junior looks at him and smiles. For the first time, he notices a slight vulnerability in Terrance. Junior accelerates for fun.Terrance looks out at the passing fields, filming momentarily.A strange silence falls over them. Terrance starts to sing to himself.Terrance smiles.Terrance looks at Junior.Junior looks at him with a resolute stare.Junior contemplates, then suddenly steers the truck onto the rough road. The truck shudders and shakes. He accelerates faster.Junior looks across at him with a disturbing seriousness. Terrance grips the door in fear. Junior bursts into laughter. CUT TO: We see the truck, tiny, shooting haphazardly across the rough wasteland. Pre-lap: Short, punchy, sonorous sounds - someone blowing into a bottle, repeats. OMITTED

Junior walks the long corridor, occasionally turning over his shoulder, amused by something. Terrance follows him with his camera, dressed just like him; hair net and blue overalls. CUT TO: Junior works fast on the production line, shoving chicken carcasses onto the fast moving line. He motions to Terrance; his turn. Terrance gives it a go, but is unable to keep up. Junior revels in it, a fish out of water. The bottle sounds get faster and faster.

Junior naked, sweating profusely, at the peak of a set of squats. It's intense, hypnotic. CUT: Junior in the shower, every drop blissful. He blows into his empty beer bottle, making the sounds we have been hearing. He does it over and over until the staccato rhythm gets so fast, it becomes one long sustained note. He holds that note until there is no air left in his lungs.

I'm glad the pills are working on your shoulder...you do seem lively.

Junior sits on a small chair facing the wall. Terrance is sitting behind him, looking at the back of Junior. A camera on a tripod is also pointed at Junior. It's oppressively hot.Terrance is struck by his openness and moves over to Junior. Terrance holds something, and it flashes in Junior's eye. Junior blinks.Junior rubs his eye.Terrance takes hold of Junior's hand, which shows a slight tremor, and delicately spreads his fingers. We reveal he is holding a syringe with a very long, thin needle.A close-up of the needle. Before Junior can protest, Terrance inserts the needle point between the webbing of Junior's fingers.Terrance puts the needle away and walks around behind Junior. Junior is sweating noticeably. They both hear creaks on the staircase. Hen appears at the door. Terrance and Junior both turn to look at her.Hen is struck by the oddness of the interview set-up.Hen starts to walk over to Junior, but Terrance intervenes.Hen stares at Terrance, slowly submits.She leaves.Terrance walks over just behind Junior, he's rattled.Terrance pauses, realizing Junior isn't listening. He is staring at the floor with concern, drawn by the sound of Hen's piano below. There is anger in it. Terrance watches him for a moment.Junior looks up.Hen's music now has pain in it. Junior wants to go to her, but Terrance persists.NO.:Junior starts to rock, and rub his forehead.Junior stands. Terrance gently touches Junior's hand, seeking his eyes. Junior pulls his hand away.Junior walks out, leaving Terrance alone. Terrance stares at his hand, then to the floor.

Hen's music vents discontent. Junior feeling unsure, sits gently beside her. His head slowly deflates into the curve of her neck.Junior thinks about it. Hen plays harder.Junior sits up.Hen plays the keys repeatably to make her point.She notices Junior's confusion, then smiles. With one hand she gently pulls his head back into her neck. The music slows, softens.A small melody flourishes.Nothing more is said. They both float off with the melody, with the many questions that murmur in the depths. Music continues...

A black beetle scurries from the corner, up the wall onto the ceiling. Here it joins even more beetles, all moving hypnotically, in random formation. Junior lies in the recliner staring up at them, sweating in the oppressive heat. Hen's music still carries him deep. The music echoes, expands, a dream comes over him...The sound of wind. 61A OMITTED 61A

We float high over a truly magical landscape. Pink and white water never-ends, a small island, sits in the centre, miraculous.CUT TO: Junior on the island, wanders across it, like he is on another planet. He is clearly unsure, timid. Hen is standing by a tree, near the waters edge. Hen is thrilled to see him, smiles at his awkward pause.Junior closes in, swept up in her animated joy. She pulls him closer to the tree, and picks something off the ground at her feet.She holds up a single feather. Soft, delicate, colorful.She points to the horizon.Junior can't see any green.Then, from the corner of his eye, he sees another Hen(2), identical, only a short distance away. He moves over to her.Closer, he notices this Hen is in distress. This Hen is not holding any feather.Hen smiles at him, love in it, but a scary resignation.Hen moves over and reaches up to touch him, but her hand hits glass. Fear fills her.Then, the sound of birds. We hear the other Hen, the first one we met.CUT TO: This Hen has been watching them; a tear of rejection falls from her eyes. She looks back up to the sound of birds, thousands, building in numbers...OMITTED

My mom used to tell me what it felt like to get stung by a bee, when there were flowers and bees still around.

An empty hallway, only the echoes of Hen's voice from the dream. Junior enters, having just woken. He listens for any sign of someone home.Nothing. But then the faint, haunting sound of voices upstairs.OMITTED

Junior curiously enters, noticing Terrance's bed is made meticulously. He then hears HEN's voice again, coming from under the bed.He looks under and finds the bag he saw the other night, on top a small RECORDING DEVICE is playing.He picks it up. On a very basic analogue screen sees; 'Hen 1 / -2 / -3\*' etc. His breath deepens.He presses stop. He opens the bag quickly. Inside he finds a large number of photos of Hen. Some he recognizes, others he can't. Some are close-ups of her hair, her hands, her feet, her ears. He sits there holding the photos, disturbed, unsure what to make of it. He presses play, joggles back.Junior imagines Hen. We cut to see HEN being interviewed, in the same room he sits - at night, candlelit. Hen's eyes light up with a child-like warmth.Terrance smiles, amused.We cut back to Junior listening, he smiles as he hears these words. Hearing Hen so free, so herself.He leans against the bed, taking in the room, imagining. Then something grabs his eye. Under the built-in desk, in a blind spot, he sees a small patterned cloth shoved in what looks like a small hole in the wall.He curiously pulls it out revealing a hole... He puts his finger into the hole, it goes deep. Cut back to HEN and TERRANCE from the interview.Terrance smiles, momentarily intrigued.

Having other living things around does something. Keeps you hopeful, I think.

Junior is in the bathroom. He crouches down near the shared wall to the guest room. There are three drill holes, where a toilet roll holder must have been in the past. He picks at ONE of the holes, and it clears. He blows into the hole and looks through. To both his alarm and surprise, he can see into the guest room perfectly.

Hen sits on the porch in the apricot light, a forest of dead trees stretch behind her. Terrance takes in her every nuance.

Bathed in the same Apricot light, he looks into the mirror. He peels off his bandage, and to his surprise, there is no scar. Not even a tiny mark.Junior starts to wake up. His eyes barely opening. The hand starts to hold his face firmer, waking Junior more aggressively. The piano louder, fuller. Then, Terrance's fingers start to squeeze harder...and harder. Pushing Junior's cheeks together, until Junior is fully awake, in pain, eyes wide open, terrified, trying to scream. The flurried shadows of SUITED MEN move in his periphery.

Hen, sweats profusely, and surges into the keys, playing a deep, raw melody, surrendering to its movement. Her arms, skin, and shoulders glisten. She then stops, allowing another haunted, silent lull to fill the house. She takes a mouthful of her wine, then starts to tease the keys again.

We cut back to Junior, but he is surprisingly asleep. There is no sign of Terrance, no hand squeezing his face. Junior awakens to the music, confused and disorientated. He sits up on the side of the bed, composing himself, running a hand through his hair.

The camera floats behind Junior, drawn by the music. As he corners to the basement stairs, he sees Terrance. He is already sitting near the bottom step, where Junior sat before, listening to Hen. A glass of wine sits beside him, the smoke from his joint hangs in the air. Terrance turns, surprised to see Junior. Junior takes a few steps down and sits. Despite Junior's piercing stare, Terrance smiles, careful not to make any noise.Terrance offers a drag, Junior declines, with an unwavering stare. Terrance turns back. They both sit in silence, caught by Hen's unusually raw and powerful melody.

Gil Scott Heron, 'I'm New Here' plays; Terrance hits every word in sync, to the delight of a drunken Hen.Junior is watching them, neurotically, drinking more beer. Terrance and Hen alive in the streets of Gil Scott Heron. LATER: Psychedelic, Ethiopian jazz plays. Hen is up dancing. With Terrance. He is a good dancer, it's city-strange meets Charleston. Hen laughs hysterically. He's not used to seeing Hen so daring and alive. He grabs her hips and gyrates playfully, but something deep in Hen surfaces. She then pulls Junior up to join her. Terrance slumps on the sofa and watches on. Junior moves in close to Hen, so Terrance can't hear.Junior is frustrated.Junior resolute, pulls her arm tightly. Gets in close to her ear.Hen looks up at him, confused, like he is someone else, but she someone she recognizes. Tears of hurt brew in her eyes, anger even.She rests her head on his shoulders, closes her eyes. Junior eventually relents, holds her close, and for a moment forgets Terrance is even there. As they both turn, Junior sees Terrance gazing but not at him. Hen now has her eyes open, and is gazing back at Terrance.

Hen refills her glass, and wanders the downstairs alone. Her favourite music track plays loud. She sings and moves defiantly...but something deep down is pulling her.

Junior is sitting in the sweltering heat, sweating, his face is looking drawn, haggard, his eyes baggy. Terrance is standing beside him. Both are shirtless.Junior reluctantly and warily lifts his arms. Junior watches Terrance like a hawk, as he presses a sensor into Junior's armpit.Junior wipes some sweat off his forehead, he looks terrible, bags under his eyes.Junior shifts in his seat, agitated.Terrance takes hold of his arm before Junior can protest, and fastens a metal bracelet around Junior's wrist.Junior looks at it, turning his wrist around; the metal cold and shiny. Terrance swiftly moves back to their conversation.Junior is growing noticeably more twitchy, tense, and irritated by the line of questioning.Junior is about to stand up, when Terrance puts a hand on his shoulder.Junior lifts his chair and turns around, slips back causally on the chair, observing Terrance with a disturbing hatred.Terrance smiles. Junior looks back with a growing disgust.Junior stares at Terrance, at every detail of him; his hands, his feet, his eyes. The room becomes a vacuum of silence.Junior worked up, wipes his own sweat off his forehead, flinging it off his hand, and takes a breath. Despite the extreme hatred, Terrance simply sits back and smiles. Junior snaps up and kicks the chair, then starts furiously punching holes in the walls. We stay on Terrance as Junior terrorizes the room. Terrance stands, adrenalized. He notices Hen's shadow under the door. He leans against the door, stopping her from coming in.Clearly, it isn't. We see blood on the wall from Junior's fists. Terrance tries to stay calm, but a growing sadness takes over him.

Junior is in the shower, the jet of water washes over his head and face. He is unraveling and upset, trying to understand what just happened, trying to remove the bracelet, violently pulling at it. His knuckles are bleeding.CUT TO: Silence, an unhinged serenity. Junior, naked, staring in the mirror; shivering. Then, in the mirror's reflection, we see Hen, approaching slowly, visibly shocked by the state he is in.Junior's breath deepens, he reaches out to touch her, as she too reaches for him, but suddenly his hand hits glass.Junior turns to the real Hen, barely hanging on.She strokes his face, he starts to cry uncontrollably. Hen moves in quickly and holds his face. Junior looks to Hen, then holds her tight. Junior's breath quickens. She starts kissing him. It's primal, hungry. Hen undresses. Passionate and animalistic love. Time disappears...

They lie in bed together, cocooned in stillness. Junior leans in and kisses her. It's tender. They part, we stay intimate on their faces.Hen's breath deepens. Junior's face fills with a quiet joy and affection.Hen slowly shifts, tears build in her eyes. She smiles through tears. Then something dark comes over her. Junior takes pause.She's shocked to hear him say this. She closes her eyes. Junior puts his arms over her, holds her tight, through whatever this is...

Hen, in her work uniform, looks worse for wear as she walks towards Junior's truck and gets inside. Terrance is already inside, casually dressed. Terrance can sense her unease, that she's not in a mood to talk.Hen looks at Terrance and nods, then starts the truck.They drive away from the house, just as the sun is starting to come up.

Junior is staring out the window at them until they're gone. CUT TO: He then starts to wipe the blood from the wall with a wet cloth. The wall is littered in holes and bloodstains. He squeezes it out into a bucket.

Junior buckets the bloody water around the base of the tree. He then sits under it. A gentle wind moves through the leaves. He imagines them together; Hen is walking amongst the dead trees as Terrance follows, carrying his camera. Terrance takes her photo. Hen looks back, coy. Hens face gently trembles, blushes. Junior knuckles still bruised and red raw, grip the coffee cup. The pain slowly brings his mind back to the world around him. Then, in the far distance, he sees the tiniest silhouette of a man in a BLACK suit staring at him by a dead tree. Junior stares back curiously at first; is he imagining? Like a dream, he keeps staring, then it dawns on him... He moves inside, pretending all is normal. The sound of a piano key, sparse, repeating throughout next scenes...

He quickly grabs the shotgun from the cabinet, then shuffles in the drawers, finding the box of bullets. He loads it, storms back outside.

He marches into the fields, calm, determined to rid all this. He aims at the silhouette and fires, hitting the tree. The dark figure begins to run. Junior walks faster, re-aims, and fires. The piano melody repeats... As he gets to the rise, he sees more distant figures, dispersing, a BLACK passenger drone flies off. He fires the gun over and over. Reloading, firing, reloading, firing... until there is no more threat, no more bullets, only a wounded pride due to his invaded privacy. Tears build in his eyes.Suddenly Junior is ambushed, pushed to the ground by a man whose face we don't see. The man leaps on top of him. They struggle. Junior manages to push him off, and punch him, but the man lands a brutal elbow to Junior's head, which drops him. As Junior lies on the ground, trying to recover from the blow, we see a close-up of the man's hands hastily clipping a few strands of hair from Junior's head. It takes Junior another moment to compose himself. He spits blood. By the time he collects the rifle and rises to one knee, he realizes the man is gone. OMITTED OMITTED

Junior looks exhausted, forlorn, wild. He squats amongst the weeds of the field, completely absorbed by the dark. A tiny light within the sensor on the back of this neck is flashing, slowly. The headlights of Junior's truck slowly enter the property. Junior watches it pull up, but his gaze shifts, keeping a careful eye on something else...a red light flickers in the far tree-line, as someone smokes. Hen and Terrance walk up onto the porch. They are briefly met by MEN IN SUITS, they converse momentarily, before stepping inside the house. Junior sneaks towards the house, noticeably weaker. A passenger drone drifts in the darkened sky.

Junior quietly makes his way upstairs, careful not to make any noise.

Junior brings his face silently up to the hole, and looks through into the guest room. From here, he can just make out Hen's face in profile, which is lit by candles on the table. Terrance sits closely across from her. They are listening to the RECORDING DEVICE.GUEST ROOM: Terrance clicks off the recording device, and looks up to Hen, who is silenced by what she just heard. She takes a breath then looks up to Terrance.BATHROOM: Junior's breath deepens, his face twitches. The light falls on his quivering eye.GUEST ROOM:A beat.BATHROOM: Junior watching it all, descends into shock. GUEST ROOM:Terrance sits in silence. Hen takes an emotional breath. BATHROOM: Junior's world falls away. He leans over the toilet bowl, silently dry retching.

Affection. Possibility. Curiosity. That's the big one for me. Curiosity.

Hen, this is your chance...to honor all those parts in yourself...

Junior walks through the door, unsteadily, just as Terrance is comforting Hen.Junior sees that there are tears in her eyes. He turns to Terrance, hurt in his eyes, unnerving aggression.Hen moves to the corner of the room, uneasy. Junior unsteadily walks over to Hen.Junior sways slightly, eyeing them both.Junior takes a step forward but is too tired. He leans against the wall. Looks at Terrance.He lunges over to Hen and embraces her. She is scared, but holds him. They start to waltz.Junior looks up into her eyes, thinking she is whispering to him. He smiles, then starts to hum the melody from their wedding. He then slumps onto the floor, unconscious. Blackness. FADE TO:

The camera floats from the landing into the bedroom, towards Hen. Having just showered, she sits staring at the mirror. The sun is harsh, raw. We float in closer. She takes a pair of scissors to her hair, and starts to cut. The cut hair falls over her bare chest and shoulders, like pine needles on a forest floor. DISSOLVE:

Hen up close, her eyes closed. It's dark, surreal. The sound of a Passenger Drone. A moving light from the window momentarily washes through, revealing she is seated in the kitchen, wearing a pretty floral dress, and now a new haircut - a stylish bob. She slowly opens her eyes, sensing, recognizing someone. She stands, then gently moves across the room, towards them. It's Junior(JR), fresh and cleanly shaven, but approaching with a subtle limp, a desperation. A weary relief fills his eyes.They embrace. Kiss. Hen strokes his face, looks at him. Junior's(JR) head sinks into her chest, holding her tight. They rest against the dining table, in a silent, womblike embrace. Terrance, wearing a suit and tie, slowly enters the room. Behind him, we glimpse other people in suits (FORMAL PEOPLE), respectfully staring back, moved by the reunion. Terrance's hand comes to rest on Junior's(JR) shoulder, gently breaking their embrace. Junior(JR) lifts his head.Junior(JR) looks back to Hen.Hen shakes her head with trepidation, not ready to partake. Terrance and Junior(JR) leave the room. As they do, we see more of the kitchen. In the neighboring doorways, we notice more FORMAL PEOPLE lingering. We hear the crackle of com's, indecipherable communication. Hen becomes increasingly nauseated, as she watches them leave, into a strange pink light.

We stay close on Junior(JR) as he enters the living room, flanked by Terrance. Outside, there are floodlights coming in the windows, trucks parked, silhouettes walking. We sweep past a stack of computers, whirring. The furniture has been removed. Several cameras on tripods sit around the room, pointing away from Junior(JR), towards something that suddenly stuns him. Sitting on the floor, he sees a complete replica of himself, identical in every way, bar the rough stubble and facial hair. An intense, pale pink light fills his face. He blinks several times, attempting to focus. He can only make out abstract silhouettes. A miniature CAMERA DRONE hovers around him, lights flashing.The Junior(JR) beside Terrance is drawn closer.The gaze, from Junior on the ground, sharpens suddenly, trying to comprehend what he just heard. He attempts to lift his head, but it's heavy and requires effort. He tries to move his arm and realizes there are metal bracelets on his wrists, with wires pulling them down. As he struggles against them, we not only notice his damaged knuckles, but the wires are looped from the wrists down to ankle bracelets. He can now see, and starts to take in the room.He isn't listening to Terrance, but is now staring at his PERFECT double, standing before him. He can't believe what he's seeing. He's both captivated and mortified.The two Juniors look at each other.Hen slowly paces in the kitchen. She raises her hands to her face, sick with emotion, barely able to listen.Hen looks up, exasperated, torn......then moves towards the doorway and stops, directly in Junior's view, but he hasn't noticed her yet. Her face ethereal in the soft pink light.Hen is shocked to see the state of him. Tears build in her eyes, flooded with grief. The Junior on the floor, spots her standing at the edge of the room, relief rushes through him; he takes some breaths, a smile, but then uncontrollable tears. Hen moves over to Junior, kneels on the floor. She tries to ease the bracelets on his bleeding wrists. Junior(JR) watches her.Hen pulls at the bracelets angrily.Then his hand grips hers. She leans in, he whispers something we can't hear. She then whispers back.The moment catches her quick, she looks over to her husband Junior(JR), who stares back numb and confused.Terrance is studying their exchange. Hen eyes Terrance, then slowly stands, realizing she is on display. The Junior on the floor, then stares back at Junior(JR). A strange and beguiling intensity brews between them; hatred, vulnerability, empathy, sadness, desperation...Terrance whispers something to one of the other men, who then walks over and stands closer to Junior. They start to unpack a large case.Junior exasperated by his cruelty, starts to laugh... a laugh becoming guttural, deep, full of pain. Terrance isn't looking at Junior anymore, rather only at Hen, at the magnitude of her emotions and her complexity. Hen becomes aware of his gaze, but also the gaze of the room.All eyes are on Hen. Words she needs to say, a truth too devastating to tell. She stares at Terrance with an intensity we haven't seen. Two men walk towards Hen. They try to calmly escort her from the room, but they are met with fierce defense. She falls down to the ground, and anchors onto Junior.They grab her arms, she pushes them away, a struggle ensues. Junior tries to defend Hen, too, but his wrists remain helplessly tied.More FORMAL PEOPLE enter and gather in the room, to watch on. She surveys their staring faces, as she struggles violently.you. Hen starts screaming, as the men manage to pull her away into the hallway, then outside...

Hen is feral, raging, but soon too exhausted to fight. They gently rest her on the ground. They step back. She starts to breakdown. She then gets up and runs, but they block her. She falls back down to her knees. OMITTED

Four men, wearing tight, disposable gloves, walk up to Junior. They kneel next to Junior and start to remove his bracelets. Junior's head falls with exhaustion. A moment of silence; a moment of helplessness now that Hen is not here. He stares at his freed wrists, watching the blood move slowly down his arm. Junior is injected in the back of the neck with a large needle. The other Junior(JR) is in shock, he too stares at it, a strange empathy floods him. OMITTED

The men, on either side of Junior, lift him and slide a large translucent sheet under him. Terrance bends down to get close to Junior's face, as the men start cutting off his clothes.The FORMAL PEOPLE surround Junior in a quiet awe, getting a closer look.The other Junior(JR), slowly retreats and sits on a chair in the back of the room - glimpsing the other Junior through the slow flurry of silhouettes. Terrance sits calmly, a voyeur, observing them both very closely.

Hen is now sitting on the ground. She has lost one shoe, her bare foot pushes into the soil. Her hands scrape at the earth.

Junior squirms and sinks flat to the floor on his side. The men start cutting off the rest of his clothes, stripping him down. The men are rubbing a clear gel over him.The men then lift a section of plastic over Junior, who is now naked in the fetal position. They run a small heat sealer around its edges, effectively sealing him in. Junior is trying to say something, but we can't hear him. Then, a vacuum-like device instantly sucks all the air from the bag in a violent rush. Junior is embalmed and doesn't move. Like a womb, we see Junior faintly through the plastic. Silence falls over everything. Then his eyes lock onto something. We push in... Cut to a VISION; the camera floats like an effortless spirit, moving through the most lush, virginal forest. In amongst those trees...the ancient, the bold, the timid. Time disappears... A single tear leaks from Junior's eye. Terrance sits in complete stillness, watching him, wondering what's in his mind. A few final breaths, a twitch of his index finger, and he is gone. The people in the room erupt in applause. Before Junior(JR) can emotionally recover, he is pulled up by Terrance and given a celebratory hug. Then Terrance turns, embraced by all his colleagues gathering around him, tears of pride well up in his eyes. Drinks get passed around. Terrance sips his champagne, with the thought of Hen out there, the same thought consuming Junior (JR).

The sounds of celebration fall over Hen. Consumed by unimaginable loss, consumed by the darkness of guilt. Their house in the far background, lit up in pink. Note: for clarity going forward, we will use JR to represent the real Junior, BUT he is still referred to and known as Junior. OMITTED 96A OMITTED 96A

Hen tenderly aids a naked Junior into the bath. His muscles and joints are weak from years in space.He finally sits in the water, breathes out with relief. Hen takes off her dress.

My family is out there. Buried in the ground. And I won't do it to them. No. I won't throw it away, to go off on a wander, to prove what? This farm, this house, this life - WE made it. It's US. We should be proud.

There's nothing out there for you. I know that now. I just need you right here, where we are.

It's funny. Having all that time looking down on this... so much to understand... Think about the canola fields, all the flowers and everything living in there. Think about the city and all the cars and stores and apartments. For all of it, for almost any object you can think of, there are too many...but there's only one of you.

You'll always be my anchor, my wife, my best friend, and the best cook I know...

Hen and JR sit naked on the edge of their bed... JR reaches across, touches her back carefully, then slides his hand to her breast. He holds it. Feels it. Needs it. Hen looks at him, just a hollow shell. JR's hand drops away, regret in his eyes. Then Hen starts to cry uncontrollably. For a moment, she wants JR to be Junior. Just for a moment he is. She embraces him, they lie down. Hen moves on top. JR squirms, disturbed by her growing passion. He pushes her off him firmly. Then they just lie there. Hen groans with grief. OMITTED

JR curiously surveys the room, with what is now haunting patched holes across the walls. Confused, he stands and looks around the room. In the corner is a swept-up pile of plaster and rubble. Something catches his eye; a picture of Hen in the white T- Shirt from all those years ago. He picks it up and stares at it. Hen's smiling face engulfs him. Through the window, we see the outside landscape begin to move, to spin. His hands tremble, his breath deepens. He leans against the wall with one arm. His breath gets more erratic, remembering; Through a window of a space craft, we see EARTH rush past. Then it rushes through again. Not unlike the chicken towers, we look up from inside the massive cylindrical cabin, with hundreds of people strapped in, row upon row, on the outer walls. The top has a clear opening with light streaming in, we see the space-station. We are on JR as the cabin spins faster and faster to match the rotation to that of the main space-station, docking procedure... JR sweats, unable to cope. Claustrophobia. Vertigo. Nausea. Swirling, over and over... JR is overwhelmed. Not only riddled with the trauma of space, but the state of his marriage. He grips the wall with deep desperation, the outside landscape, and his life spins out of control.

Hen lays on the ground, held in a woven embrace with the large sweeping root of a dead tree.

Hen exits the kitchen, two plates of deep-fried flounder on her arms. She crosses the floor to deliver the meals, but as she does, she notices Terrance sitting alone at a table on the far side. She slows, shocked to see him. Terrance looks up at her and smiles, takes a sip of his water. She places the meals on the customer's table, and cautiously wanders over to Terrance.Terrance gazes at Hen, long enough to expose a vulnerability in both of them.This stings Terrance.Terrance smiles, but is hurt.Terrance leans forward, more intimate, vulnerable.Hen goes to stand up, but Terrance gently grabs her arm.Hen pulls her arm free.Terrance breathes, stares back at her.Terrance leans in, more intimate.Hen looks straight at Terrance.Terrance becomes suddenly calm, reaches into Hen's eyes with a disconcerting warmth.Hen lets that sit for a moment, angry tears brew, then she leans forward, intimate, fearless, calm.Hen stands up, looking down at Terrance.Terrance watches Hen turn and walk off across the floor. She passes a table and gathers empty plates, like she has a million times before. A101A OMITTED A101A 101A OMITTED 101A

Hen opens two beers, passes one to JR sitting at the table. Hen then moves to the counter and finishes serving up dinner onto old porcelain plates. She places them on the table and sits down, they start to eat. They swig their beers, chew their food, all amidst this awkward silence. Hen is watching JR. He rarely looks back, but he notices her unease.JR says nothing.JR looks up directly at her with heavy, resentful eyes.Hen stiffens.Hen looks up again, making eye contact.JR sits back, stung, then smiles through tears at her bluntness.JR darkens, then points to the window.JR just sits there, says nothing. Hen stares at him a while, then gets up, thinking. She takes their plates to the sink. She puts them in but just stands there, looking down at them. She doesn't rinse them as she usually would.Hen looks up from the plates, right at JR. JR looks away, then down toward the floor. He can't answer her, or doesn't want to. Then, in the severe silence, they hear something...very gently at first, then growing, the sound of rain drops on the roof. It builds. It takes a moment for both of them to actually register, believe it. Hen turns and looks at JR, amazed. She moves through the house. The rain now pelting down, echoing loudly.JR slowly trails Hen, and as he corners onto the porch, he sees Hen run out into the rain, laughing, letting it drench her. JR reluctantly holds back, afraid almost, the noise and movement of the rain affecting him.Hen turns back to JR, beaming with a child-like jubilance, then leaps up and pulls JR into the rain.

As she supports and aids him out, she can't help but kiss him, and joyously embrace him. She screams into the rain. JR suddenly slips, and they both go over. They end up in a huge muddy puddle, Hen laughs it off.Hen holds his hand, leans over, and kisses him some more, but JR starts shivering. He sits up, embarrassed, ashamed, then attempts to stand up. Hen places her hands under his arms to help.She ignores him, drunk with laughter.JR shrugs her off. Hen, shocked by his venom, just stands there, muddy, forlorn. JR stares back with disdain.Hen is struck with a sudden, painful, clarity. JR breaks away, back to the house, leaving Hen alone in the rain and wind.

Hen, completely drenched and muddy, sits at the piano. We can't tell what are tears and what is rainwater. She doesn't hesitate, and starts playing the piano. Her wet face shines in the dark with defiance. It quickly becomes the most fearless, and emotionally powerful melody yet. She suddenly stands, looks around the room, finds a shovel leaning against the wall. She picks it up, holds it for a moment, then swings the shovel against the piano, over and over, smashing the old keys to pieces.

Hen, a motionless, muddy figure, moves under the shower. The water rushes over her body. She stares at her feet. She has removed the plug. This time the mud and water run down the drain...

We follow JR as he walks through the empty house towards the kitchen. He enters. Hen has made a pot of coffee.He pours himself a cup and leans against the counter, waiting for her to reply. She doesn't. He takes a sip and that's when an envelope on the counter catches his eye. It has 'Junior' written on the front. He puts his cup down and picks up the envelope. He opens it and removes a letter. It's a single page. He turns it around and over. He looks at both sides. He's clearly confused. The letter is BLANK.

High above the landscape, we float toward a chicken tower. We creep over the lip; inside, within the raking sunlight, we see a stationary lift.

In the lift stands JR. He presses a button, that releases the lift into a gentle descent. He remains motionless, lost in thought, as the endless layers of chickens pass by fast. The dreamy free fall is like a moving watercolor.

Macro shots only; mouths chewing, dirty hands against bread, sweat, laughing yellow teeth. Some younger guys punch each- other in the guts - 'test of manhood'. It's rowdy, boisterous. JR sits amongst it, observing, his hand grips the blank note.

We follow JR as he enters into the restaurant. He looks around for Hen, without a care, without asking anyone. But she is nowhere to be seen. He barges into the kitchen, into the back rooms, a waiter tails him.

He exits out the back, across the open carpark, bangs hopelessly on a string of motel rooms. Staff begin to gather around him, but keep their distance. Junior's a storm to be reckoned with.

Silence. The haunted emptiness of the house. We hear the front door open, Terrance slowly enters, a bottle of wine in hand.He listens to see if anyone is home. He then makes his way into the living room and sits down on the couch. A nostalgia takes over him.

Terrance enters the basement. He places the wine on top of the smashed piano. He lifts the upturned chair and sits. His fingers slowly survey the damaged keys. He runs them along the keys, broken notes leak out. Then, tentatively, he plays a small toothless melody, the same one Hen played before she smashed the piano. Terrance turns. Junior is standing there, having just woken. Terrance stands. He looks different somehow, less secure, tired.A beat.An awkward silence.JR is losing patience.JR hesitates a moment, then submits, closing his eyes. Terrance steps close and without a word, does the same, closing his eyes.It takes JR a moment to settle his mind.Something within JR scares him. His eyes dart open. To his surprise, he see's Terrance with his eyes closed.Hearing JR speak, Terrance immediately opens his eyes, filled with their own hurt.Terrance reaches forward and rubs JR's arm. He smiles.JR doesn't respond. Terrance passes him the Chardonnay.JR looks at the bottle, as Terrance slowly walks up the stairs.

Chickens peck the ground, as JR tosses another handful of grain to them. He stares, watching them. He then zeroes in on the brown chicken, watching its every move.

He picks red berries from the forgotten shrub. Up close, we see JR rip wildflowers from the ground. Various types and colors; pink, yellow, white, blue... one after the other. Then, up close, we see JR rip the feathers off the dead brown chicken.

Insect murmurations vibrate hypnotically. JR is sitting in his chair, alone. The wildflowers are on the table, a small plate with the berries, and two places already set for dinner. It's unsettling in its overt attempt at hospitality. He just sits there, in a 'real' silence. Alone, never touching his food. He pours the last of the Chardonnay, then with his fingers, picks at the edges of the blank note Hen left him. He looks out the window. He notices his reflection, staring back. A disturbed smile surfaces. He turns away from it. Anguish floods him.She takes the glass of wine and sips it, then looks down at her dinner, surprised. JR is overcome with emotion.

He then notices the wine in his glass beginning to lean unnaturally. Vertigo rising... The world outside starts to move, almost imperceptibly. He grips the table, his head falls.

Then, a PALE GREEN LIGHT (the same light we saw in the opening) washes up over the ceiling and into the room.

He opens his eyes, now filled with a raw, visceral pain. He notices the light. It hangs there, hypnotically, and before JR can make sense of it, a figure slowly moves into view, bathed in light, like an ethereal apparition. It's HENRIETTA.

She is wearing the white cut-off shirt, her hair is different, slightly longer? JR doesn't notice, blinded by her beauty, shocked by her return.

She sits, at the other end of the table, just as the PALE GREEN LIGHT fades away. Leaving them in the dark.

JR is numb with shock. They just stare at each-other. Emotions run high for both, but not a word spoken. Henrietta looks down the table, and touches the small wildflowers, looking up at JR adoringly.

Bright hot sun hits their naked bodies. Henrietta takes his hand, and starts to kiss it. JR studies her, curious, struck by her renewed contentedness and devotion. She starts kissing his neck, and soon, the two of them weave freely.

A huge, pink, burnt orange sun, just as it dips towards the horizon. The two of them lying out on the porch watching, beers in hand, luminous.JR stares across at Henrietta, curiously.Henrietta turns back to the sun, soaks in its beauty. She smiles, but it lacks the pure wonder she used to hold.Henrietta interlocks her fingers in his.She finishes off her beer, then leans in closer.She lets her head rest against his shoulder.JR slugs the rest of his beer. Henrietta takes his empty beer and moves inside. JR turns back to the soft glow, and surrenders, with a newfound sense of relief, reconnecting with all around him; the sounds, the sky, the gentle breeze in HEN's tree - a familiar world that seems different now, but exactly as he wants it - everything in its place. As the night insects begin to scream, JR realizes Henrietta hasn't returned.

JR walks into the kitchen. He sees Henrietta standing perfectly still, looking into the sink. For a moment, he watches her, struck by her absolute stillness.Henrietta doesn't reply. She is transfixed...Nothing. Finally, Henrietta reacts. She looks over at JR.Henrietta turns back and leans closer into the sink. Beside the drain, is a large, ever familiar, Horned Beetle.Henrietta walks to the fridge. She takes out a beer and hands it to JR. Perplexed, he takes a swig, as she walks out of the room. JR curiously walks over to the sink. He looks in, recoils at the sight of the Beetle. Henrietta has put music on in the lounge and it fills the house, it's their wedding song; ALTHOUGH THE SUN IS SHINING - FLEETWOOD MAC. JR pauses a moment, smiles, and takes another swig, then uses the bottom of the beer bottle to crush the beetle.JR walks outside, but we stay on the beetle in macro. Its antennae slowly losing life...with the fading sounds of JR and Henrietta on the porch; their sporadic singalong, the insects, a gentle gust of wind. Song continues throughout next scenes... LONG DISSOLVE:

We fly, breathtakingly high, over the great rural expanse. Below us, the alien, geometric patterns of mega-farms mesmerically sweep by. The golden sun slips on the horizon. The creep of dusk. The tiny shape of a sleek passenger plane glides in, reflecting the sun, a golden sparkle in a huge world.

We move, through the cabin, passing passengers, stories, and lives we can only guess. Then, we corner into a row, and push up to the only person staring out the window. We get closer. It's unmistakable - it's Hen (the real one). Her beautiful spirit shines, and in those magnificent eyes... Wonder. Nostalgia. Fear. ...witnessing the last rays of sun - the ending of one life, the beginning of another, into the real unknown. She breathes. She breathes deeper. Pain. Hope. Love.

Kerry Williamson Based on the novel by James Patterson Revisions in process by Marc Moss DRAFT: 01-31-11 QED INTERNATIONAL 1800 N Highland Ave 5th Floor Los Angeles CA, 90028 (323) 785 7900 OPEN ON A MAN RUNNING. We are

The Lanyard around his neck with the POLICE BADGE swinging. This is TOMMY KANE. Late 30s, physically imposing. The man he's chasing is IAN McGUIRE. His shirt is streaked in blood - not his own. A gun's in his hand. He is blazing fast... Ahead looms a chain link fence. 10 feet high. Topped with coils of concertina wire. Tommy CUTS RIGHT. And with this REVEAL, running behind Tommy is another man: his partner, friend, ALEX CROSS. Cross is the physical opposite of McGuire. He's got the intimidating momentum of a train; and because he is as superbly conditioned as he is huge, he qualifies as a Frigidaire-sized force of nature. Not missing a step, McGuire jams his pistol in his pants, vaults the chain link fence, then contorts over the concertina with an acrobatic flip. He lands running. Cross approaches the fence with a different M.O., lowering his shoulder and blowing the locked hinges off the gate.

Cross follows McGuire out the main entrance -- and slows, looking and listening for his prey. Meanwhile, we are absorbing what a MIND-BLOWINGLY MASSIVE COMPLEX this is - a 36 acre ruin, 3.5 million square feet of dead factory space. Cross reacquires McGuire, running, and then if by magic dropping out of sight.

Ian McGuire, your days of hurting little girls are at an end. Would you care to argue the point?

Listen up. When you're sitting in your 6 by 8 for the next fifty years, contemplate the irony: You got caught in our playground.

Something you're not telling me about, partner? Not very Oprah of you.

We were wondering if we should call you Vicki? Or Vic? No problem either way.

Not a shred of physical evidence on this guy. What's he -- a ghost?

Alex, the ballistics match. Trust me, it's the same gun that killed Maria. It's the same guy.

Larger than life penis. Distinguishing marks. Old scars, tattoos --

Used to be nice around here. Look at them. Little punks. I can pick out the ones I'll be putting down couple years from now. Like him.

I'll give you twenty. For some information. We're looking for a fight club around here. You know it?

Car belongs to a Rocco Moretti. Dirtbag. Arrests for extortion. Rape. Assault. The works. Bagman for Dominic Maggione.

Bad news my friend-- drugs, guns, jail bait. Three strikes and you're out. You're out.

What do you say we take this low- life to the landfill. Show him where all the unmarked graves are?

Dead Chink walking..dead Chink talking...dead Chink taking a leak.

Cross reaches where McGuire disappeared - and we see an open manhole in the ground.

Cross drops down into the small brick-arched passage and resumes the chase.

As McGuire emerges from an opening in the floor. As he races to one end of the block-long space he finds Tommy entered from outside and Cross emerging from the tunnel behind him. He changes course, the reunited cops in pursuit.

The chase continues through areas that border on the macabre: Some windows have old automobiles dangling half-way out. There are boats stacked all over the place, mountains of trashed TV sets, old RVs... Cross and Tommy run, and we by now are getting the sense they're not so much chasing McGuire as channeling him, maneuvering him into a corner.

McGuire skids to a stop. The shaft is three stories -- it appears he's dead ended. But with the two cops closing in, he JUMPS, grabs iron pipes that run the length of the shaft, and SPRINGS UPWARDS from one pipe to another. Cross and Tommy continue on to THE AUTO RAMP at the building's end.

McGuire emerges only to find Cross and Tommy blitzing towards him. The cops DIVE FOR COVER as McGuire whips out his pistol and FIRES 10 ROUNDS at them. McGuire then leaps off the roof, roll-landing 15 feet below on THE ROOF OF A CROSSWALK TO ANOTHER BUILDING. CONTINUED: Making this leap isn't Cross's style. Instead he throws himself at a rusted ladder that descends to the crosswalk -- the force tears the ladder loose from the wall, LEVERING CROSS DOWN to the midpoint of the crosswalk as McGuire drops through a hole INTO THE CROSSWALK itself. Tommy, meanwhile, dangle drops to the crosswalk. He runs, drops through the hole --

-- and is surprised to see Cross has stopped running.Cross draws out his pistol. It's old school and bad-ass: a Ruger Super Redhawk .454

McGuire senses he's no longer being chased. He pauses -- his sight-line shows him Cross with pistol leveled, but not at him. He's confused. Until he looks where Cross is aiming -- and sees TWO MASSIVE STAINLESS STEEL TANKS a hundred yards away. They're labeled: N02. Before he can shut his jaw --

Cross' shot triggers an ENORMOUS EXPLOSION, its ear-bursting shock wave blowing McGuire 20 feet back in the air, and smack landing him into a concrete pillar. McGuire comes to, and finds himself with a close up view of Cross's Redhawk and Tommy's Glock.CONTINUED:Cross hoists McGuire up. Onto his tippy toes.

Police cars are on site. As McGuire is put into a squad car, Cross approaches a uniformed cop.CUT TO: Metal clanging, a door opening, and --

The officer leads ALEX along a dismal cellblock. INMATES HOLLER, SCREAM and POUND their heads against cell doors. Alex glances into a room with five phone-booth sized cages arranged in a circle. Each cage contains an inmate. A movie plays in the background.He walks on, whistling to himself and swinging his baton. Alex notices his trying-too-hard-to-be-a-tough-guy swagger. They move deeper into the bowels of the facility. A voice calls out from behind a heavy steel door. CONTINUED:Alex sees a single eye peering at him through the perforations in the door.MONSTER DIAZ, a brick shit-house of a Salvadorian, inked with gang tattoos, sticks his pinkie finger through the hole. The correctional officer hits the door with his baton. Alex raises a hand to stop him and obliges Diaz with a "pinkie shake".They continue down the corridor and stop at the last door.A heavy bolt clunks and the door opens. Alex walks into a small, grey, windowless cell.

You say that like my job's a bad thing-- I like protecting people.

Why did you do it? Why did you bash that homeless guy's head in?

Thinking about that open position. The one with the FBI. They'll pay extra for my psyche degree. Might even be able to pay off my loans to Johns Hopkins.

Give my ass hemorrhoids...anyway. Nights, weekends off. More time with the wife and kids.

Look around. These are professional hits. This guy's a victim. Which makes him a witness.

Easy now. Easy. My name is Alex Cross. I'm a police detective... Just nod your head if you understand.

V.S. Naipaul. Ha Jin. Gabriel Garcia Marquez... whoever the bodyguard couldn't protect is well read.

You hungry, buddy? I sure am. I could eat that whole refrigerator.

Know what? I wish you'd never left that cushy job in Georgetown.

Since then she's mostly stayed below the radar. Member of the Sun Yee On Triad. Very smart -- until last night.

The style of the kill is "língchí" - "Death by a thousand cuts." It's a form of execution. Painful. Cruel. Unnecessary.

Indicted for money laundering, about to turn state's evidence. He ends up nailed to a fence with his legs broken.

Killed by lingchi... Burned at the stake... Crucified. By a professional killer.

The m.o. changes, but not the signature. Not once. This guy's getting off on his kills. Likes to subjugate and torment his victims. Which means... he's awfully good at what he does. He's cocky too and getting more arrogant with each kill.

He's all over the place. Colombian cartels, Russian mafia, Irish mob.

He's a contradiction-- organized and unpredictable. I've never seen anything like it. No one has. He's not in any of the text books I've read. Not yet.

These murders aren't random... Our killer works his way up from the bottom to get to the top dogs.

The Capelli Crime Family was next. Then the Sun Yee On triad. Lipo Ching. Shu-Jon Mao. And now Fan Yau.

Yes we do... That's not him. It's not the guy in that low-rider.

I was with mommy, sweetheart. She was in my arms the whole time. Mama just closed her eyes and went to sleep.

Nope, I'm staying right here with both of you. Go on, scooch over. Move your skinny little butt.

Janelle! C'mon. School waits for no one! Not even a beautiful girl.

Exactly. So let's look at the legitimate stuff. Import/export. Real estate --

Fuck psyche. And yes, I get the irony in me saying that. So let me say it again -- fuck psyche.

The wrong guy. How can I say it any clearer? I saw him. He looked right at me. He was coming after me.

For the record, I'm past the denial stage. Holding off depression. I'll let you know when I reach acceptance.

That's why the first stab-wound was so low. He sprang at the kid from a crouch... either that, or the killer's a dwarf.

This guy's real good with a knife. The first two strikes severed major arteries, but get this...

... he stabbed the guy repeatedly after he was dead. So he was either trying to make it look like a random stabbing, or he couldn't help himself. Either way, it's not the action of some hit and run gangbanger --

...and there's another thing, whoever drove the Impala was over six feet. The seat was pushed way back. I checked.

You know where all that anger comes from, Bronson? It comes from feeling helpless and scared.

Tell me why you killed a man -- by hitting his head repeatedly with a cement block?

I'll kill you, you piece of shit. Whack! I'll crack your skull...

What about when your dad smashed your mom's head in? Whack! Was that fun? Huh?

Combine that with a physique straight out of a prison gym... It all adds up to--

The club is attached to some old church. Check around for me. I'll hold onto the DVD, Bluetooth, the works. Go.

Nice looking family. What's this? A receipt for patio furniture. And a marquis? Somebody getting married?

Take a good look. Next time you see her will be through plexi glass. That's if your wife lets you see her -- after she finds out you go with little girls.

You need to understand this, he killed my wife. You come in here, take over our case -- and share nothing with us. Tell us nothing. Act like we're not even here.

Well, until you liberate yourself, stay out of the way. This is my case. He's mine. And so is his target.

What would appeal to his morbid sense of humor. There. Right there. A cemetery.

I'm not insinuating anything, I'm telling you. He was a step ahead of us the entire time.

No we can't talk rationally. Maria is dead. Tommy is... who knows how Tommy is.

The woman who ran the fight club, Fan Yau, she went to Princeton.

I could tell by your reaction in the car that night. The way you bit your lip. Just like you're doing now.

It's not hard to prove you're the architect. Every murder has your fingerprints all over it. Yours and Sullivan's.

So you fed him intel on his rivals and then you took credit at the Bureau when he shut them down.

And Sullivan? How does an Irish kid like him end up in the mafia?

You know something Sullivan, you think you're so smart and in control. It's your lack of control that makes you predictable.

The thing about psychopaths, you have no conscience. So asking you to put down the gun out of any sense of remorse for murdering my pregnant wife, or deserting your family is wasting my breath.

Since the only thing you care about is self-preservation, I'm going to give you one last chance to give yourself up.

You think I didn't see that gun on the side table when I walked in?

I took out the clip. I thought with all your experience, you'd recognize how light it is.

When did it all start? When you first moved to Brooklyn? You were ten? Eleven? Tough age to make friends, especially when you're the outsider, the Irish kid.

Mostly Italians in that old neighborhood. They must've beaten you up pretty bad.

Bet your old man didn't pay another dime after that. You did what he couldn't do.

Then there's Maggione. He has all the respect. You figured if you played it right, you'd have it too.

I don't need to torture and slaughter people. You're a coward. Look at how pathetic you are, hiding behind a little girl.

I even know why you do that stupid bow. It was your father's trademark.

You hated him -- and ended up just like him. Michael Sullivan Jr. Another useless punk.

I saw on the fridge that you've got choir practice tomorrow night.

Bronson's my only client and he's pro bono. Since I don't have any paying clients, I'm afraid to tell you that we're practically destitute.

BRONSON "POP-POP" JAMES, an eleven-year-old kid, slouches on a thin mattress. His feet dangle six inches off the floor. His skinny body is dwarfed in a white jumpsuit. Alex grabs a seat facing him. He opens the McDonalds bag and takes out two HAPPY MEALS. He hands one to the boy.CONTINUED:Bronson studies him intently. Alex smiles.Alex takes a bite of his hamburger.Bronson ignores him, digs a small SUPERHERO ACTION FIGURE out of the Happy Meal box and starts to play with it..The boy ignores him and plays with the toy.Alex continues. His tone is empathetic, non-accusatory.CONTINUED: (2) Bronson shrugs.Bronson continues playing with the toy, completely detached from emotion.The boy glances up, suddenly engaged.Alex doesn't flinch.Bronson very calmly twists the toy and breaks it.Alex scrunches up his trash, stands and extends his hand.Bronson stares at Alex's extended hand. He's caught off guard, not used to being addressed at the level of an adult. He gives Alex a weak little shake. CONTINUED: (3) He notices that Alex has placed the action figure from his own Happy Meal on the stool. He waits until Alex leaves, drops off the cot, picks up the toy, considers it for a beat and puts it in his pocket.

The bitch just kept crying and shit, "Please, please. Please, please, please."

Yo, they got any Skittles in that machine down the hall? Get me some Skittles, man.

The CL65 pulls up in the shadows. The houses here used to be fine, but now they're in disrepair. MICHAEL SULLIVAN steps out wearing a rogue's smile and a sharp suit. His leonine presence and predatory nature strike the perfect balance of menace and charisma. If life had dealt him a different hand, this guy could've been a shark in the board room instead of the street. He scans his surroundings, composed, calculated, instincts scalpel-sharp... A crew of CORNER BOYS eyefuck the handsome white man, who dares venture here. The cockiest of the bunch pimp-rolls up and nods at the Mercedes.Sullivan fixes him with his striking blue eyes. The kid is maybe thirteen-years-old and all puffed up in his designer tracksuit and high-tops.Sullivan taps the window of the Mercedes. A SNARLING GERMAN SHEPHERD lunges at the glass.The corner boys LAUGH. Sullivan grins and produces a twenty- dollar bill.The corner boy shrugs, all attitude. Sullivan hands him the crisp twenty, but holds onto the bill long enough for the kid to detect an undercurrent of pure menace.

Touch-screen DVD, Bluetooth, GPS, the works. Ain't hard to install.

Fiddy dollars. They go for like two-fiddy in Radioshack. Circuit City.

Packed house tonight. What's the game? Bingo? You raffling off a Cadillac?

Your guy taps out when he gets a nosebleed-- and costs you what? Half a million? He's the one defied you.

Thank you. Now if you'll excuse me, I'd like to clean up, have a cold one and screw your lovely ring girl.

There's been a murder. Terrible homicide. Plural, actually. Homicides... How do I fucking know? I'm the one did them... Pavilion Building. No need to hurry though. They're all dead.

You know your problem, Jimmy? You have no faith. I am undefeated, am I not?

I gotta make nice to this total asshole. 'Like a good neighbor.'

Corporate box. I'd feel like a traitor to my people. But, yeah, we're in. Thank you, Richie. Thanks much.

Go on, get outta here now. Daddy has important business with Uncle Jimmy.

You really think this cop's a threat to me? I doubt it. Cops are morons.

What wrong with you? You come here, you put me at risk. You put my family at risk.

Gents, I can walk wherever I want. Do whatever I want. This is what I want to do.

I remember you selling Girl Scout cookies door to door. Mint chocolate. Mmm, mmm.

It's a game. I ask you a question. If I'm right I come closer. If I'm wrong, I back off.

You've only got piercings where people can see them. None under the hood, so to speak.

That's because you're basically a good Catholic girl and you're just acting bad.

Good, except Caitlin has them spoiled rotten. Especially the youngest. Seamus.

Arrogance? Death wish? No concept of my own mortality? I'm not sure.

Go ahead, Detective Cross. You'll be scraping this little shit factory off the sidewalk.

You're in good shape. Question is, how fast can you run down five flights? 20 seconds? 15? Let's say 10 for shits and giggles. 10... 9...

Your partner's got the right idea but then he's not the one that lost a pretty wife.

This little piggy went to market. This little piggy stayed home.

... This little piggy cried weeweeweewee all the way down five flights...

I'd like to report a murder. Bad one. At a florist shop of all places.

This is it? After all these years? Early retirement. Witness protection. Whatever this is.

Any closer and he's going to make a big splash down below. I promise.

Mighty white of you... since we're being so honest with each other, I'll let you in on a secret. I shot your wife to torture you. I could've gunned you down instead.

Thought I'd meet the family. You met mine. Drop the gun, Doctor detective. Please and thank you.

You think you can psychoanalyze me? That's pretty funny actually.

Think you got it all figured out? Maybe you should take a look at yourself. Making out like you're some kind of righteous warrior. You're not. You'd like to tear me into pieces. Feed me to my pit bull.

Ah. Let's see if you do... she was pregnant, wasn't she? Your pretty little wife?

I told you empathy was your fatal flaw. Should've killed me when you had the chance.

Sullivan enters a side door of an abandoned church and he takes a stairway to a dank basement. A LOW RUMBLING roars from below. A clutch of WASHINGTON HIGHROLLERS approach a doorway, manned by ARMED GUARDS. Sullivan falls into step, and flashes his I.D.. He is frisked for weapons. The high rollers, recognized as regulars, push past. Sullivan nods at the guards.

Sullivan enters a cavernous space, densely packed with PUNTERS waving cash and yelling. The source of their frenzy is a NO HOLDS BARRED FIGHT--"ANYTHING GOES." A BOOKIE scrawls odds on a chalk board and handles the wagers. Sullivan scans the crowd. His gaze settles on a striking Canton beauty, OY-FAN YAU, seated ring-side. He pulls out a money clip, fat with cash and places a wager.The bookie checks his list.The bookie eyeballs the white boy in his tailored suit and laughs his ass off. Sullivan grins back, shrugs off the jacket and loosens his tie. The Canton beauty glances in the bookie's direction.The Canton beauty nods her consent. Sullivan looks her way and nods.

Sullivan appears in a pair of black shorts. He has tremendous poise and confidence. His opponent drops into the pit. Sullivan stands with his back to a brutish SERBIAN-AMERICAN with a roid-rage physique and prison tats. The bookie chalks up the odds, heavily favoring the Serb. Sullivan winks at a long-legged RING GIRL.The crowd simmers, on the verge of pandemonium as Sullivan turns and squares off with the enormous Serb. The blood- thirsty crowd forms a human barrier around them. The fight begins. Sullivan keeps his distance and studies the Serb. Recognizing a south paw, he circles to his right. The Serb reverses his stance. The brute is ambidextrous, and surprisingly athletic. He pops Sullivan with a fast left hook and a hard right.The Serb kicks Sullivan hard, then grapples him into a guillotine head lock and goes for the take down.Sullivan sinks his teeth into his forearm. The Serb yells, releases and springs back.The Serb nails Sullivan with a devastating straight cross. Sullivan can definitely take a punch. The Serb pivots and strikes him with a swift kick to the thorax. Sullivan hits the dirt. The Serb's neck muscles tense, he takes a sharp intake of breath and leaps -- CONTINUED: Time slows in Sullivan's mind. He sees the Serb's knees coming for his face and flips sideways. The Serb lands on his kneecaps and reels from the dagger of pain. Sullivan grabs the brute's scalp and drives his knee into his face. The Serb wobbles, dazed and disoriented. Sullivan leans close to the Serb and whispers.Sullivan's entire demeanor shifts as if a switch is flipped in his brain. He launches an attack that is mind-blowing in its ferocity. No fancy martial art theatrics, just precision. The crowd erupts on the sidelines. The Serb flails wildly, crumples to the dirt and "taps out". The REFEREE glances at the boss. She signals the end of the fight.Sullivan grabs a fallen betting slip and forces it down the Serb's throat. The referee tries to stop him. Sullivan shoves him away and delivers a devastating coup de grâce. The Serb's neck snaps with a stomach-churning CRACK. His body falls lifeless.Sullivan faces the crowd as torn betting slips rain down like confetti. He smiles and takes a bow from the waist. It's his trademark.

Mister po-lease... Butcher of Sligo. That's what he called himself.

Sullivan listens to Led Zeppelin's Whole Lotta Love on earphones as he cleans up in a locker room (Sullivan listens to rock n' roll throughout our story.) FAN YAU shows up, flanked by her BODYGUARDS.Sullivan takes off the earphones and takes her in. She's gorgeous. But so is he. CONTINUED:She throws him his wallet.Sullivan smiles.Her bodyguards surround him.She smiles. They speak the same language. He unwraps boxing tape from his hand, revealing a badly dislocated finger. She moves closer. Her bodyguards are on alert. She takes Sullivan's hand and snaps the finger back into place. He doesn't flinch. The chemistry between them is palpable.CONTINUED: (2)Sullivan nonchalantly drops the towel around his waist. He definitely is a star. A bodyguard yanks out a weapon.

The space is cramped but cozy and tastefully decorated. Family photos adorn the walls. A beat-up, upright piano, with sheet music for Chopin and Duke Ellington contrasts the videogame ROCK BAND BLASTING on TV. Computer generated images of ZZ TOP jam on screen. Alex's daughter Janelle plays bass, his son, Damon, beats a drum kit and their smokin'-hot mom, MARIA sings into a plastic microphone in a sultry barroom growl.Maria turns to Alex and winks. Alex sits down at the old upright piano. He plays along with ROCK BAND-- and he's good! His family HOWLS LAUGHING.Alex makes a funny face.Jannie screws her face into a fake grimace.

... They come runnin just as fast as they can. Coz every girl crazy 'bout a sharp dressed man.

I'm not your yo, Vernon. Not your shortie either. And pull up your pants. You look ridiculous.

Sullivan is driving through D.C. CONTINUED:He removes the SIMCARD. Tosses it. Cranks the music. Steps on the gas.

Alex stands in the doorway watching Damon and Jannie kneeling by their beds and praying. Damon clutches a toy dinosaur.Alex tucks Damon and Jannie into their beds and kisses them good night. He hears Maria in the shower.

Alex slips into the shower behind Maria. He kisses her neck, her shoulders... Maria lets out a SCREECH as the water runs ice-cold. Alex yanks back the curtain.Damon's little feet patter out the door.Alex ties on a towel, then chases a laughing Damon back to bed. The phone in the hall starts to ring.

Maria stands in a bathrobe with a sexy little smile. She looks amazing. The phone keeps ringing. CONTINUED: By the look on both their faces, it's evident this happens a lot. Alex glances from his hot wife to the phone. He gives in and answers.

Alex drives with the siren on. Tommy rides shotgun. He is eating from a bowl he keeps in the car.Alex smiles.CONTINUED:Alex laughs and drives under the Friendship Arch into Chinatown. Tommy glances out the window and sees a fleet of squad cars blockading the street. He finishes up his cereal with hungry gulps. Alex parks. They check their weapons.

Alex and Tommy step out of the car. A WALL OF UNIFORMS holds back the LOCALS straining to catch a glimpse of the action. There are lots of irate people on the street..They make their way through the blockade to the inner perimeter where LT. SCOTT DAWSON is calling the shots from a mobile COMMAND POST.He points to an attractive grey stone building.Alex surveys the area. He notices a Chinese symbol sprayed on a wall.That get's Alex's attention.

Glad you two could make it. What a pigfuck this turned out to be.

We got a report of multiple homicides. Next thing, half of Shanghai shows up. They don't want us inside the building.

So you're telling me we're looking for a professional hitman... Who's also a serial killer?

James. Come in... Alex... this is Special Agent Galati of the FBI's organized crime unit.

Agent Galati is here about the homicide spree. The ritual killings.

James Galati is a decorated agent with major arrests. Cleaned up a lot of streets. He's a rising star in the Bureau.

We've got three witnesses. The weapon. The prints. The bullet... the shooter was in a rival gang with an ongoing blood feud for Christ's sake. It all fits.

Alex and Tommy accompany tactical down a stairwell. The building is eerily quiet. Flashlights cut the Stygian darkness and illuminate a POOL OF BLOOD. A DEAD CHINESE is sprawled on the floor. He's been shot between the eyes. A MACHINE PISTOL lies by his side. Dancing flashlights illuminate two more CHINESE gunned down. Both have sustained HEAD-SHOTS. Alex spots a SHOOTER, hunkered at the end of the hallway. The tactical team takes cover and levels their weapons.Alex takes in the way the gunman is slouched against a heavy vault-like door. The tactical team prepares to fire --The team leader bites back his frustration.Alex steps in front of Tactical before they can shoot. His body language is non-threatening, despite the fact that he's strapped and wearing Kevlar...The shooter raises his gun.Alex sees his face illuminated for the first time. His expression is full of anguish. Alex glances at the vault-like door open behind him. Suddenly the shooter jams the gun under his own chin, about to blow his head off.CONTINUED: A chord has been hit. The shooter's grip on his gun falters. Frightened eyes stare out from a bloody face. Alex is struck by how young the guy is; and that he's going to die. He bends low, so he doesn't tower over the wounded and threatened man.The shooter sees the tactical team inching forward. He finds his resolve and tightens his grip on the gun. Alex doesn't back off.The shooter drops his hand and draws something in his own blood. It's a CHINESE SYMBOL. The shooter raises his gun-and fires into his forehead.The tactical unit converges and secures the area. Alex snaps on a pair of latex gloves. Then he reaches into the shooter's pocket. He pulls out slips of paper with blood on them.

The tactical unit breaches the vault-like door and sweeps the apartment, which is surprisingly large and attractive. Alex and Tommy follow them into the expansive loft like space. Alex's flashlight illuminates the floor and walls spattered with more blood. Tommy checks out the massive dead bolts on the front door and the sophisticated intercom system.CONTINUED: Alex's flashlight illuminates: a wall safe yawning empty, a statue of Guan Yu, the Chinese God of War. The furniture and art on the walls is very tasty. Lots of books-in English.

Alex glances around the room. The furnishings are expensive and luxurious. The walls are lined with erotica. Tommy picks up a pair of elaborate metal restraints. He can't figure out which end is up.Their flashlights fall across a four-poster bed. The bedding is saturated with blood. Oy Fan Yau, THE CANTON BEAUTY FROM THE FIGHT CLUB is trussed up to the posts. Her flesh is lacerated, her skin ghostly pale, her eyes fixed in death.Alex notices a vial. Picks it up. Sniffs it.Alex runs a gloved hand along her arm - fresh track marks.He walks over to the windows and taps the glass.CONTINUED: Alex shines his flashlight on a pile of woman's clothes-a dress, panties, thigh-highs at the base of the bed, as if someone just stepped out of them.

An upscale crowd eating and chatting. This is an expensive place.We come to Sullivan and JIMMY "HATS" GALATI eating steak and drinking scotch whisky. Sullivan is wearing a hat which is out of place, but cool. He never acts like a street punk. Never. Galati is dressed in a suit.CONTINUED:Sullivan is distracted by a beautiful blond sitting with a middle-aged man at the next table.Sullivan gets up and goes over to the table. The blond woman doesn't seem to mind.The blond stares at him - astonished. Sullivan returns to his own table. He takes off the hat, and puts it on Jimmy's head. It's his anyway.

Look at this decadence, James. Fine wines, red meat, fat cats everywhere. Power by the pound. And their sleek mistresses.

I gotta ask this, why can't you just pull a trigger, man? You're good with a rifle. Boom. Boom. Hit and quit. Why cut up the Chinese girl like she's Dim Sum?

You have to tone it down, Michael. There's more work to do in D.C. In and out work. A little less passion.

I'm serious. We're getting a taste of the big time here. Dominic Maggione's put a lot of trust in you. So have I. You need to be more careful. Subtle.

Sure. Could you keep your voice down. Other people are eating here too, trying to talk.

There goes the neighborhood sinking into the melting pot. Remember when we were kids here?

Some hotshot in D.C. Homicide is zeroing in on you. Because of the Chinese girl, and how she died.

All I'm saying is be more careful. Maybe you're not the only one who likes to make a statement, wants to make a reputation.

I told you to keep your head down. This is our big play, Michael. Everything is coming together now. Don't you get that?

Calm down? You know what you are? You're a liability. Maggione wants to run you down.

You let loose a guy like Michael, you better have him on a short leash.

Detective Cross, I'm more sorry than my words can express about your loss.

We really appreciate the work you've done, Detective. But we have to take it from here. These murders are important to an active operation.

I'm sorry. I can't imagine how painful this situation must be. I promise, we'll do everything in our power to get this guy.

I told you, this is a huge, active operation. I'm not at liberty to tell you --

You planned it. It was your team. Maybe you should clean your own house. Maybe you're too personally involved to be objective.

Your new neighborhood's a goddamn maze. This street name's changed three times already.

There's no more good will to be had where that came from. You understand what I'm saying? No one's inclined to look the other way for you anymore.

I joined the FBI after I came back from Afghanistan. Two tours. I'd take Afghanistan any day over my old neighborhood. My boss wanted me to reconnect with old friends. I grew up with these guys. They trusted me. Sure, I wanted to make a name for myself. I was a rookie agent trying to climb the ranks.

Why are you surprised by all this? Haven't you learned by now how the world really works?

Sullivan's old man had to pay "Maggione Tax" to run his shop. His wife got sick. Bills mounted up. Michael Sr. was too proud to ask for help. Took all his frustration out on Sullivan. One day he couldn't pay. Everyone pays. Maggione sent his goons to give the old man a friendly reminder. Sullivan sees the goombahs beating on his old man. Goes berserk. Shoves one of 'em into the deli slicer. Carved him up like a Christmas ham.

Shows up and finds this crazy kid. The sliced-up goombah got a .38 caliber retirement.

Look what we achieved. Four crime families. Finished. These guys were the worst scum on the earth and we buried them. All this might be too much for your sensitive ears, Serpico, but trust me, no one got killed who didn't have it coming.

Alex arrives home, checks on his kids and tucks the covers tightly around them. He notices an apple left out for Damon's toy dinosaur. He takes a sneaky bite and sets it back in place-- as if the dinosaur chewed on it.

Alex slides into bed beside Maria. She stirs and snuggles into him. He lies wide awake. He can't keep the murder from working inside of him. Maria senses it. She thumps him playfully with the pillow.Alex kisses her and is up and out of there.

Alex works in a tiny breakfast nook. A laptop sits on the counter. Books are scattered all over. Alex Cross is clearly a student of crime. He has an mpeg of Sullivan's call and listens to it over and over.Alex studies the CHINESE SYMBOL the witness drew in his own blood. He scribbles the word "BUTCHER" in his steno-pad. ANGLE ON LAPTOP: Alex scrolls through images of ancient Chinese woodcuts depicting torture scenes, similar to the murder. The horrific images have no place in the family kitchen. Alex hears the fridge opening and turns to see Damon in his pjs with his little hand over his eyes.Alex closes the laptop as Damon ransacks the fridge. CONTINUED:Alex pounds his chest.She ruffles Damon's hair. Alex leans in for a kiss. She smiles, wriggles free and beelines for the coffee pot. She looks at the sludgy dregs. Makes a funny face, which is her style, her charm.Maria picks up her own paperwork and shakes off crumbs and peanut butter, like this is an everyday occurrence.Maria notices the time and shouts down the hallway. CONTINUED: (2)She sets up the ironing board and gets to work on a blouse. The DOORBELL RINGS. Damon runs to answer it. NANA MAMA, Alex's feisty, battle-axe of a grandmother walks in with a tray of homemade biscuits and jam. Alex digs in. Nana slaps his wrist.He tries to kiss her. She swats him off.She notices Maria rushing to iron her clothes.Nana glides the iron expertly over a blouse.She catches Maria smirking and wags the iron at Alex.

There's been a murder. Terrible homicide. Plural, actually. Homicides... How do I fucking know? I'm the one did them...

You can all fit in my place. Three big bedrooms. You can't swing a cat in here.

Damon, dry those tears and eat your delicious breakfast. Janelle, listen to your father, or I'll bust you one.

As for you, no more back talk. This is how it's going to be. You eat some breakfast too.

Come to bed, Alex. You hear me? Alex? Did you kiss your children goodnight? No. You did not.

Nonsense. Don't you condescend to me, like I'm somebody's fool. Just a scratch? From a bullet that came inches from splattering your brains and leaving your two poor children orphans.

You've got to stop, Alex. I'm begging you, for the sake of those kids.

I was wrong. I missed all of you the second the cab pulled away.

Alex drives with one hand on the steering wheel, holding Maria's hand. They're very cute together. His 3-Series is a hold-over from his bachelor days and looks wrong with a baby- seat and DVD screens. He pulls up outside the Potomac Garden's housing project and glances out the window at the mean streets. CONTINUED:She pulls him close and kisses him. There's a tender intimacy between them. Maria reluctantly pulls away.She wriggles out of the car. Alex watches her tighten her pretty scarf against the chill, as she runs toward the projects. She looks back and waves, beautiful and SLIGHTLY GOOFY. Alex smiles, thinking he's the luckiest man alive.

The bullpen buzzes with activity. VICKI RYAN, a fresh- scrubbed rookie, adds four new names to the MURDER BOARD. The years victims are listed in a column - BLACK for SOLVED, RED for OPEN. SERGEANT DAVEY CRAWFORD, a die-hard old stalwart, leans back in his creaky government-issue chair, and admires Vicki Ryan's perfectly formed ass. Vicky is very cute. Tommy glances up from typing an incident report and guzzling a Gatorade. They both watch her.Tommy stares at her shapely figure.CONTINUED: Tommy winks at Crawford and sidles up beside her.Crawford laughs at Tommy's expense. Alex walks in smiling at the interchange. The team straightens up at the arrival of LT. Dawson. He's politically savvy, no nonsense, nobody's fool.

Fuckin' New Guy. Word is she's got a girlfriend. Female companion. Partner. Whatever they call it.

Try Detective Ryan. For now. Eventually though, you'll call me boss.

This poor bastard was chopped up on the Jersey Shore, left in the family fridge.

Can't find anything that connects Fan Yau to anyone higher. Whoever her boss is, he's well insulated.

Goran Bregovic. A real punk. Reported missing six days ago by his wife. She should be out celebrating.

... I already cross referenced with the penal system's database of inmate tattoos.

I ran the address of the church. Lease is held by a shell company. Dead end. But I found something else. The entire area's up for re- development. One of the biggest investors is Jiang An-Lo. I'm sending his details now.

I got something. Homicide in a florist shop a block from here. Girl with her throat slashed.

I'm Irish, Alex. Sligo... okay, I got a business in Brooklyn. But it's defunct.

Plenty. This cat had six counts of aggravated assault before he turned fourteen. Two year stint in youth authority. Extended for cutting a kid in the throat with a box cutter.

Two years in Sing Sing-- another assault... That's weird, he got released early. Barely six months into his sentence.

Slipped off the grid after that. No DMV record. No credit cards. Tax returns. Nothing.

Michael Sullivan is naked. He circles the bed where Oy Fan Yau is tied down. He has a knife. He gives her a single cut, but not the first.

Chinese national. Came here on a student visa. She's a Princeton grad. Then she graduated to a three year stint on Federal charges of racketeering and money laundering.

That Carlos. "Necklaced" inside a burning tire in his brother's chop shop.

Alex directs the team. Alex directs him to a few surveillance photos of the victim with various nefarious looking characters.CONTINUED: He pulls up the images of ancient Chinese woodcuts featuring torture techniques.Alex opens a case file.

Alex lays out the medieval torture images he captured the night before.Alex lines up the three actual murder photos.Alex pins up the Chinese symbol the victim drew in his blood.

Sullivan is walking with his two boys, out to the family car. They're carrying books and it's clear he's taking them to school. He looks like the perfect dad. Except that he's extremely paranoid. His eyes roam the neighborhood street. They settle on a dark sedan. Then move on. A WELL-HEELED NEIGHBOR in a suit and tie waves from next door.The suit walks over, all smiles and bullshit.

I got Yankee tickets for Sunday. Corporate box. You and the boys?

In the space of a few hours the bulletin boards have swollen with additional homicides.CONTINUED:Ryan approaches with another case file.The team laughs. It's a welcome reprieve from the intensity of the homicides.Alex points to the board. The homicides are separated into groups of Colombians, Italians, Russians, Irish and now Chinese. Within each group the victims are pinned on the board in ascending ranks. Alex starts on the bottom tier of the Russians.CONTINUED: (2) Alex draws a marker through his mugshot and moves up a tier to the next rank.Alex strokes them out and moves up another tier.Alex strokes him out.Alex circles a question mark at the top of the triads.

A classic Brooklyn ballpark, surrounded by the city. Michael Sullivan is watching two young boys. It seem sinister. He walks directly toward them and picks up a Louisville Slugger.CONTINUED: The target of Sullivan's psyche-out is his eldest son, MIKE JUNIOR a towhead, eleven-year-old. He stands on the pitcher's mound, focused and unfazed, bad-eyeing his old man. His youngest, SEAMUS, a cheeky eight-year-old, stands behind him thumping his catcher's mitt and trash-talking.Mike ducks his chin. His wind-up is fluid. His speed is good for his age. Sullivan swings hard and connects with a satisfying crack.He runs / dances the bases for show, while Seamus scrambles over the ballpark's chain-link fence to retrieve the home-run ball. Seamus stops dead at the sight of a pair of shiny loafers. He looks up and sees Jimmy Hats. Jimmy tips his fedora and tosses the scuffed ball in his hand.He sees the kid's eyes dart behind him and whips around. Sullivan appears and swings the bat at his head! Jimmy ducks as the bat blurs past with a rush of air and clips the top of his fedora sending it flying. Jimmy picks up the hat while Sullivan laughs.Sullivan flips the bat kendo-style, like a fighting staff. Jimmy flinches. Sullivan chuckles and tosses it to his son.CONTINUED: (2)Sullivan and Jimmy sit on the hood of his car. They gaze out on the Brooklyn street.He points out a group of URBANITES-all races, all creeds, very few white faces.Sullivan glances across the street at a boarded-up storefront with a torn and faded awning. The signage reads: THE BUTCHER OF SLIGO. Sullivan's demeanor darkens.Sullivan considers it.Jimmy lets his words sink in.

Sullivan stands in a doorway. He pulls up the hood of his sweatshirt and stakes out the building across the street. Sullivan looks cool. Sullivan is cool.

Maria glances at her watch. A couple of GANGBANGERS hanging in a doorway. They WOLF-WHISTLE.The gangbanger busts out a tune.To their surprise, Maria sings - she's funny, and she knows the words. The gangbangers smile and pump their fists in a show of respect.

Hey baby, can I get your number? Say lady, take a ride with me...

See that's what I'm talkin' about. You are fine, girl. Halle Berry, Beyonce, don't got shit on you.

Alex pulls up outside the housing project. The light is beautiful. This is the kind of night when you feel lucky to be alive. He sees Maria. Smiles. Can't help it.

Sullivan pulls up a block behind and watches as Alex jogs, to meet Maria. He cranks the volume on the car stereo and drums his fingers on the steering wheel, psyching himself up.

Alex meets up with Maria and gives her a big smooch. The gangbangers WHOOP and CHEER.Alex throws his arm around Maria and gives her a wink.

Alex sees the Impala. THE BARREL OF A SEMI AUTOMATIC sticks out the window. Alex catches a fleeting glimpse of the shooter, and the intensity in his eyes.The LOWRIDER SCREAMS PAST; wheels spinning furiously -- MULTIPLE GUNSHOTS RING OUT. Alex RETURNS FIRE -- The GANGBANGERS react, and are instantly on the defensive, pulling guns, running and gunning for the lowrider. The RETORT OF GUNFIRE is deafening. Bullets zip everywhere.

Sullivan expertly steers into the skid as the lowrider fishtails around the corner.

Alex watches the lowrider speed out of sight. He hears Maria's strained voice, behind him.He turns and she falls to the sidewalk. Alex goes to her.She looks up at him like a frightened child. Alex sees blood dripping onto the street. He frantically checks her and discovers that she's been hit in the chest.CONTINUED: Alex runs to a nearby hospital carrying his dying wife. He's unbelievably physical and strong... and desperate.) He cradles her, holds her tightly against him and bounds into motion. A crew of CORNER-BOYS stop and gawk as he bolts past them down the sidewalk with Maria clinging to his neck. The neighborhood improves. The buildings get more attractive. A KNOTTED OLD WOMAN looks up from her stoop and raises a hand to her mouth in shock. Then blesses herself. Pedestrians stare in horror - transfixed. Alex charges past. Never lets up. His breathing is rapid and heavy. His fear blends with courage, determination and the sheer feat of running several blocks carrying his dying wife.

He turns a corner and powers down another block. Finally, a cross glows like a beacon. A crimson sign reads: EMERGENCY ROOM. There's hope now.

The concrete bastion of ST. ANTHONY'S HOSPITAL looms ahead. Heavy traffic surges past. Alex won't stop. He weaves through the speeding cars. HORNS BLAST. TIRES SCREECH. DRIVERS swerve to avoid collision with this clearly desperate man.

Alex surges forward with Maria bleeding out in his arms. She hasn't made a sound since she whispered his name. EMTs rush toward him. Everyone is talking at once. Alex is sweating, in shock and running on pure adrenaline. He clings to Maria. Her eyes suddenly blink open. She's frightened and confused.She starts to drift...CONTINUED: Maria tries to speak, again. She can't. She reaches up and touches Alex's face.Maria closes her eyes for the last time and dies in his arms.Alex is completely distraught, desperate, refusing to believe it. He clings to her as the paramedics swarm around him.

The custom Impala eases down a street then parks near an open lot. Sullivan pours on gasoline then tosses a match and walks away as the car is engulfed in flames behind him.

A small, sterile room. A crucifix hangs on the wall. Alex sits completely numb. Maria's belongings are in a plastic bag in his arms. Tommy helps him up.Tommy leads him down a hallway. Alex stares straight ahead, eyes like steel, completely shut off. He punches out a wall lamp. His hand bleeds. His expression never changes. Tommy has no reaction. Just keeps walking.

A chaotic E.R. swarming with UNIFORMED POLICE. Crawford and Ryan wrangle the investigation. The gangbangers are all speaking at once.CONTINUED:The banger demonstrates by pointing his finger and turning his hand sideways.

Sullivan backtracks through the projects. He eyeballs a crew of STREET THUGS on the corner and turns down an alleyway. A PITBULL lunches from the shadows. Sullivan leaps back as a leash snaps taught. He hears laughter and a THUG steps into the light, mean mugging him as he restrains the dog. Sullivan meets his gaze. Instead of backing off, smiles, then leans down to pet the beast.The dog snarls, but Sullivan shows no fear.Sullivan rises fast from his crouch, his arm shooting out in a blur. The street thug doubles as something strikes him in the gut. His head jerks back as a second strike cuts his throat. The dog barks and tugs wildly at the leash. Sullivan steps back, a bloody knife in his grip. The thug grips his throat. His knees buckle and he goes down. Sullivan wipes off the gun that killed Maria and plants it in the waistband of the thug's baggy pants. He rips off his mp3 player and shuffles through his playlist. CONTINUED:Sullivan gives him another few stabs for good measure. He calmly snaps the blade shut, stands over the kid's bloody body and takes a bow.He grabs the dog leash, sticks in the headphones and saunters off in a pimp roll, rocking out to GANGSTA RAP.

The gathering after Maria's funeral is in progress. Friends and relatives and cops that Alex works with crowd the house. There are a lot of tears. Alex walks through the crowd and people keep hugging him. There are several beautiful photos of Maria and her family set up all around the living room. People file around and look at the photos. Some are crying. Some carry platefuls of food. Everyone is in mourning.

You are the best children in the whole wide world. You are the very best kids. God loves you.

Damon walks up to another small child.CONTINUED: Tommy picks Damon up-upside down-and nuzzles the boy until he starts laughing. People turn and smile at the sight of this beautiful boy laughing.

Alex sits and plays the piano. A beautiful song. Alex can really play and this music comes straight from his soul.

Alex sits in Nana's kitchen staring at crime scene photos of the dead gangbanger. Tommy sits beside him. All of the mourners are finally gone.Tommy puts a hand on his shoulder.Alex shoves the photos away from him in frustration.Alex paces the room, his muscles bunched in anger.Tommy throws a concerned glance at Nana - who is standing in the doorway to the kitchen.

The sound of VIOLENT COMBAT reverberates through a tastefully decorated old Colonial -- a residence worthy of a well-heeled doctor or lawyer. Michael Jr. plays ASSASSIN'S CREED on Xbox 360. Sullivan is on a laptop surfing Google Earth. He prints out a few satellite images and scribbles a few notes. CONTINUED: He hears a DOG BARKING and glances out the window to see a Cadillac pulling into the drive.

Sullivan strides down the driveway as Jimmy Hats pulls up in front of the house. The Sullivan cars, a Mercedes Sedan and a Lexus SUV, are in the driveway. Sullivan darts around the passenger side of Jimmy's car and climbs in beside him.

Hats reverses out of the driveway. Sullivan waves to his wife like everything is fine. As soon as they are out of sight, he turns on Hats.Sullivan stares Jimmy down. Jimmy is rattled by the menace in his gaze, but the most unnerving part of all is his calmness. CONTINUED:Jimmy pulls over. Sullivan gets out. Walks away. Jimmy sits there, shaking his head. He lights a cigarette. TWO HANDS SHOOT THROUGH THE DRIVER'S WINDOW and clutch Jimmy's throat. Jimmy flails wildly and claws at his neck, but he can't escape Sullivan's vice-like grip. Sullivan watches as he slowly chokes. Jimmy's eyes roll back. Sullivan releases him. Jimmy slumps forward, retching and gasping for air. He glances nervously out the window. Sullivan is gone.

Jimmy boards the train and grabs a seat beside a suavely good- looking Italian-American - DOMINIC MAGGIONE.Jimmy laughs.Maggione notices an OLD LADY looking for a seat.Maggione stands politely and gives her his seat. She's hearing-impaired and speaks very loudly.She looks at Jimmy. CONTINUED:Jimmy smiles and stands next to Maggione.Maggione considers it.

Who's gonna do the job? Who's gonna take out Michael Sullivan? You?

That's funny actually. I don't like him for this. You really think Sullivan's run his course?

Let him finish up this last detail, then I'll deal with him myself. You take care of that overachieving moolie cop.

That's your weakness, Michael. The ladies. How many times have I told you?

Michael. Michael. Always the theatrics. Now listen to me closely. No more attention drawn to us. Especially not now. This is a deal breaker between us. You're very good with a rifle. Use it. Understood?

Alex stands in the dim light watching over his kids. A fresh apple has been left out for the dinosaur.CONTINUED:Alex is rocked by the question. He chokes back the emotion and puts on his best cheerful dad's face.Alex smiles through the pain. Janelle pipes up from the other bed.Alex is caught off guard. He sits on the edge of her bed. Alex strokes her hair.Damon wriggles over. Alex crawls into the bed beside his son. He holds him. Then Jannie comes into the bed too.

Michael Sullivan strolls along a street of well-kept brownstones. CONTINUED: He starts to pass a house with a big Mercedes parked in front. Two Chinese men stand near the front steps. One of them notices Sullivan.Sullivan continues up the block.They follow Sullivan and catch up with him. Sullivan is struck hard from behind and goes down on one knee. He really can take a punch though.Sullivan gets up very fast. He pulls a gun with a silencer.Sullivan shoots both men. Head shots. Expertly done. He doesn't even blink. Then Sullivan strolls on.

Alex makes the kids their lunches. He tries hard. But he's clearly distracted and distraught. Cutting off the crusts, making triangles. He checks the time and shouts down the hallway. CONTINUED:He stares at the fridge door, plastered with family snapshots of Maria and the kids. Everywhere he turns, he sees her and feels her presence. He notices that Damon isn't eating his breakfast.The boy shakes his head.Damon starts sobbing.A buzzer sounds. The door opens and Nana arrives. Alex is so harried and flustered, he barely acknowledges her.Jannie comes running. Alex can't believe it. Janelle runs to her Nana.CONTINUED: (2)The five foot tall warrior of a woman is calm and in control.

Jimmy parks his car, removes his hat and glances at himself in the vanity mirror. He flattens his hair and straightens his tie. He checks his gun, holsters it and glances out the window... D.C. HOMICIDE is right across the street.

Alex walks through the door with a big container of coffee. He freezes when he sees his wife's name crossed out on the murder board. The atmosphere in the bullpen is bleak. No one knows how to react. Tommy grips his partner's shoulder.Alex studies the boards covered in crime scene photos of Sullivan's kills. Ryan approaches.CONTINUED:The team laughs. The tension eases. Dawson exits his office and sees Alex.INT D.C. HOMICIDE -- DAY Jimmy Galati strides down the corridor toward the squad room. This is quite the surprise.

Alex sees MARIA CROSS typed on a case file on the desk. He and Dawson stand and talk.Dawson studies him for a beat. He looks like hell.The door knocks. Dawson answers it. JIMMY HATS IS STANDING RIGHT THERE! He fixes his gaze on Alex. Dawson shakes his hand. Alex notices the Italian loafers. The bespoke suit. CONTINUED:SPECIAL AGENT JAMES GALATI aka Jimmy Hats extends his hand. Alex eyes the FBI badge on his lapel.Alex shuts down any emotion and shakes his hand.Alex glances out the window. A slew of FBI agents are loading his case-files into boxes and carting them off. He stares incredulously at Dawson.Jimmy nods and steps out. Dawson closes the door.CONTINUED: (2)Dawson is used to Alex's rational, level-headed demeanor, he's never seen him so agitated and emotional.Dawson hands him Maria's case file.Dawson considers him for a beat.

Alex walks back into the bull pen. He DROP KICKS his full container of coffee. Then he walks through the room of cops and FBI and leaves. Jimmy watches him go. CONTINUED:

Michael Sullivan pushes open the door of a laundromat. He's got a few shirts over his arm. He glances up at a security camera and sets a laundry bag on the counter. A TEENAGE EMPLOYEE with Goth makeup, glances up from filing her nails. Sullivan smiles. He is a charmer, very seductive.She ignores him and fidgets with a piercing in her eyebrow.She picks up her receipt book.She scribbles "WEIRDO" in the name box.Sullivan gives her a grin.She blushes and looks away. Sullivan moves closer and touches her ear with the multiple piercings. CONTINUED:He pushes her scraggly hair off her face.She looks at him with big vulnerable eyes, scared and excited at the same time. He leans in and whispers his last question.Her embarrassed expression confirms he's right.Sullivan spins around to see Dominic Maggione. Sullivan grins. Maggione embraces him.

Maggione leads Sullivan through the operations floor. A few of the WORKFORCE are busy laundering clothes, the majority are laundering enormous amounts of cash. BODYGUARDS man the exits and keep vigil on the workers. None of them want to meet Sullivan's gaze.Sullivan follows Maggione up a narrow stairwell.CONTINUED:

They enter an office with a desk, a few chairs, and a large safe. A TV plays in the corner.Sullivan smiles. So does Maggione. There seems to be affection between them.CONTINUED:Sullivan doesn't answer. Maggione feels his eyes drilling into him, the effect is unsettling. Sullivan stands and gives a little bow.

Sullivan walks along a deserted stretch of beach in Brooklyn or Queens. He's carrying a rifle at his side. He raises it quickly and shoots a seagull winging across the surf. He's very good with a rifle. Very good. It's a bad day for seagulls though.

Alex walks to the spot where Maria was gunned down. The blood stain on the sidewalk is faded but still visible. The grief wells up inside him. Flashbacks of the fateful night torment him -- a constant loop.Alex goes down to a crouching position and covers his head.Then he switches to the dispassionate, professional mode of Dr. Alex Cross and starts working the crime scene...

A gang of LATCHKEY KIDS clamber over the charred carcass of the abandoned Impala. A LITTLE BOY sits in the melted driver's seat, makes rally-racing sounds as he turns the steering wheel left and right. Alex leans in the window.The kid eyes him warily.Alex shows him his detective shield. The kid glowers with disdain and keeps driving.

Alex climbs in beside him and scans the charred interior. The kid grips the melted steering wheel, leans left and makes the sound of skidding tires. Alex notices that his legs are too short to reach the peddles.

The kid sits in the driver's seat with his feet planted on bricks tied to the pedals. He beams a big smile and bumps fists with Alex.

Alex visits the location of the gangbanger's stabbing. The area is cordoned with police tape. The spot is secluded. The surrounding houses are boarded up and vacant. Alex gets to work. He's more driven, more focused than ever. He opens Maria's case file and lays the crime scene photos on the ground like a visual reenactment of the murder. He studies the gangbanger's autopsy report -- makes a note of his height. CONTINUED: He picks up a stone and scratches a height marker on the wall. He towers over it. He tapes a CLOSE UP SHOT of the knife wound in the gangbanger's abdomen at the corresponding height on the wall. He makes a stabbing motion at the wall and realizes that he's too tall to inflict such a low blow. He needs to get down very low to achieve the same angle. He studies the crime scene photos and notices BONE SHAPED COOKIES scattered amongst the gangbanger's pocket litter.He bends to his knees, opposite the wall, and extends his palm like he's petting a dog. He springs forward, stabbing at an upward angle.

Tommy is in the kitchen, putting trainer wheels on a bike. It's a nice house, lots of light. His kids run wild through the house. His three-year-old DAUGHTER crawls up his back. His cell rings...

Tommy flips the bike right side up and sets his daughter on the saddle. He kisses her and gives her a gentle push.CONTINUED:

You put this down as a gang slaying. You think a rival gangster, thirsty for blood, stops to pet a dog? That's what the killer did.

Ryan, it's Alex. I need your help with something, but I need you to keep it on the down low.

I need you to pull up a business license. Butcher of Sligo. S-L-I-G-O.

He scans the autopsy report.Alex walks across the street toward the Impala.

Tommy considers it as he watches his daughter peddling happily, up and down the kitchen.

Alex enters Bronson "Pop-Pop" James's cell. The boy notices his tired and haggard appearance.Alex digs out Bronson's case file. The boy watches his every move. Alex seems distant and distracted.Alex realizes how transparent he is. He tries to cover it.Bronson knows he's lying. He withdraws into the oversized jumpsuit and fumbles with something in his hands. He's playing with the superhero toy Alex gave him. Alex can see that it's still in one piece.Bronson shows no reaction. Alex draws his thumb over his wedding band. It's a tiny gesture but Bronson picks it up. He plays with the toy. No empathy whatsoever.Alex opens his case file. He doesn't look at the pages.CONTINUED:Bronson doesn't respond.Bronson calmly snaps the head off the toy.The boy stares defiantly at Alex.Bronson answers with a bone-chilling calmness.Alex's emotions are raw. His patience is at breaking point.Alex makes the motions of bashing someone to death. CONTINUED: (2)Bronson stares at Alex in astonishment.Bronson punches his fist in the air.The boy watches with delight as Alex descends into the darkest recesses of his mind.The kid freezes. He stares at Alex in shock. A flash of real emotion crosses the boy's face and for a second it looks like he might cry. Alex has hit a nerve and penetrated his black heart but he realizes that he has crossed the line in the process. He catches himself and quietly leaves.

Nana and the kids sit at the dinner table. Nana glances at the empty place set for Alex.Nana tries not to laugh.

This was Alex's room when he was a boy. There's a few snapshots of him and his parents until the age of thirteen, then the images depict only him and Nana. Sports trophies crowd the dresser. A punch bag hangs from the ceiling. Every inch of available space is covered in evidence reports, depositions, crime scene photos, etc., all pertaining to Maria's murder.Alex is watching the video footage Jannie shot of Maria. Maria is vibrant and alive on the screen. The images are heartbreaking to watch. The tape ends. Alex sits alone, in darkness.

A couple of ELEVEN YEAR-OLDS scramble down the muddy riverbank and use slingshots to stone rats.The rats crawl all over each other in a heaving mass. It's gut-wrenching and creepy. The boys edge closer to see what the rats are chewing on... A DISMEMBERED HUMAN BODY.

The bloated remains of THE DISMEMBERED HUMAN BODY are splayed out on a steel slab. The head and hands are missing. Tommy has a mask pressed tight to his nose, trying to mask the stench. A pretty, pony-tailed Medical Examiner, DR. DANIELS hands Alex a plastic evidence bag.Alex holds it up to the light revealing, the chewed-up remnants of a BETTING SLIP. He throws a glance at Tommy. CONTINUED:Daniels indicates how the skin is removed in patches.Tommy looks at Alex.Alex checks the autopsy report.Alex studies the betting slip.CONTINUED: (2)Alex considers it for a moment. He looks at the body.Alex points out patches of missing skin.Dr. Daniels smiles as the pieces fall into place.

Not just rats. These are straight edged cuts. Rats often have trouble wielding a knife.

Victim has multiple fractures. Old wounds as well as new. This guy took a beating on a regular basis.

If you two were here officially, I'd show you something really interesting.

The lab picked up elevated levels of testosterone and minute traces of lead, nickel, and selenium?

A mugshot of THE SERB from the fight club revolves on a computer screen. Alex and Tommy look on.Various angles of his tattoos appear on screen.CONTINUED:

Alex and Tommy pull up in a ramshackle trailer park. The REDNECK LOCALS eyeball them warily, paying particular heed to the handsome, imposing black man on their turf. A weathered sign reads: BEL AIR COMMUNITY They approach a dilapidated trailer with a shiny satellite dish bolted to the rusted out roof. A bunch of YOUNGSTERS splash in a paddling pool. Tommy flattens his mop of unruly hair and tries to make himself presentable.Alex raps the screen door. A DAY TIME TALK SHOW BLASTS from a 60 inch television. A TODDLER WAILS. A ten-year-old BOY with a bare chest and half-shaved head peers out. Alex notices the kid's cauliflower ear.MRS. BREGOVIC appears with a buzz-cut clipper in her hands. She's pretty despite twenty six years of bad road. Alex flashes his detective badge. She turns to her son.

Mrs. Bregovic sobs into a wad of paper towel. Tommy whips up an instant cup of Folgers and hands it to her.CONTINUED: She digs in her purse and shakes a few Xanax from a pill bottle.She knocks back the drugs and lights a smoke.Alex picks up on the way she rests her hand on her belly and stubs the cigarette out after a few puffs.She looks at him, surprised. He indicates the cigarette.She nods. Tommy smiles, reassuring her.Alex surveys the cramped but clean accommodation.Bregovic looks away, avoiding eye contact.Alex picks up a portrait of GORAN BREGOVIC in a boxing ring, wearing a title belt.Alex notices a series of head-shots of a pretty model. CONTINUED: (2)She's pleased he recognized her.Alex picks up a loose DVD, next to the big screen TV. FELONY FIGHTS scrawled across it in black sharpie. He notices the little boy with the cauliflower ear watching from the doorway.The boy displays it proudly. Alex throws a play punch. The boy springs into a defensive stance and busts a few moves.The boy nods. Alex shows him the DVD.The boy nods and eagerly loads one into the DVD player. A fight plays on TV. Alex watches the handheld, brutal footage of Goran Bregovic beating the hell out of another fighter. The boy jumps to his feet and emulates his dad's moves.Alex watches Mrs. Bregovic, eyes fixed on her son, headed down the same path as his father.She shakes her head and looks away.CONTINUED: (3)

Alex and Tommy pull up in the shadows of a building that used to be attractive but has seen better days. The neighborhood's current denizens congregate on corners. A crew of CORNER BOYS tags graffiti. Tommy's eating again.The corner boy taps the window. Tommy winds it down.CONTINUED:He whistles and a LITTLE BOY no older than six runs over with an in-car DVD player. Tommy inspects it.

The Serb. You think you're funny, but it's only a matter of time before they locate that fight club.

The surveillance continues. Tommy is eating again. Through binocs, Alex observes high rollers starting to arrive at the abandoned church. His cell rings.

A surveillance shot of a tall, thin Chinese - JIANG AN-LO downloads on Alex's laptop.Alex spots a guy getting into a towncar parked by itself in the shadows. The ring girl is with him. Alex focuses on the Brooklyn plate.

Sullivan pulls in a ways down the block. He watches Cross and Tommy's car through a sniper scope-just the scope.

MORETTI slides into the back seat of his towncar and unhitches his pants. He's a shameless bastard. The ring girl spits out her gum and sticks it on the leather seat. Moretti flicks it off.She smiles and slides between his stubby, hairy legs.The doors open and Alex and Tommy push in on either side. Moretti shoves the girl off of him and yanks at his pants. Tommy throws a glance at his crotch.The girl tries to bolt. Alex catches her. She mean mugs him. Total attitude. He searches her bag and finds a school book, checks the inside cover and gets her name, address. Tommy frisks Moretti and finds a handgun and a silver vial of cocaine.

I pay forty bucks for a happy ending. Is this what you'd call a happy ending?

You don't get it, do you? The guy you're looking for-- you don't want to find. He's a total psycho. I tell you anything, he'll wipe out me and my entire family. Then he'll take a bow.

Yeah, a bow. Like an actor on a stage. That's what he is. A bad actor. Even the Mafia's afraid of him.

He's called The Butcher. That's all I know. Get me the fuck out of here!

Sullivan gets out of his car. He's concealing a rifle on one side. He walks quickly.

Tommy shows Moretti the mugshot of Goran Bregovic - the fighter killed by Sullivan.Alex shows him crime scene shots of the butchered Canton beauty. CONTINUED:Moretti is keeping his cool. Alex catches the young girl's reaction. She's repulsed. Bites her lips.

Sullivan jogs toward a nearby building. He's carrying the rifle and looking like a pro.

Tommy looks at him with surprise. The girl hesitates.Alex stares at her incredulously. She shrugs.Alex looks at Tommy.Moretti stares at the detectives on either side of him.Moretti gives her the money. The girl snatches it and takes off. Alex grabs, then rifles through the guy's wallet. He finds family pictures. CONTINUED:

Sullivan runs upstairs inside the building. He's in very good shape. It's fairly dark inside, just light from a few windows.

Alex finds a white invitation card folded inside the wallet with a cross on the front.Moretti fidgets nervously. Alex catches it. He flips through the family snapshots and stops at a picture of a pretty little girl. He forces Moretti to look at the picture.

Sullivan comes out on the roof with the rifle. He looks down on the towncar.

There's an EAR-WRENCHING CRACK as the rear window SHATTERS.Alex and Tommy hit the floor as a HIGH-VELOCITY ROUND ZIPS past their heads.Alex pulls Moretti down beside him. He looks at Alex with terrified eyes. He's been shot in the chest. Alex draws his gun as Tommy scrambles for his radio.

You guys are terrific together. This is the part where I'm supposed to cave and start singing like a canary on crack, right?

Sullivan crouches on a rooftop with a sniper's rifle. He locks the towncar in his sights... takes a breath, lets it out slowly, squeezes the trigger gently.

Tommy returns fire as a third round punches through the bodywork and tears the stuffing out of the leather seats.Alex looks at Moretti, bleeding out.Another bullet gores the roof and shatters the dashboard. Moretti starts screaming.Moretti nods. He flinches as a bullet shatters the sunroof.Alex shows him the picture of JIANG AN-LO.Tommy ducks as the side window blows in on top of him.CONTINUED: A round drills through the rear seat, missing Tommy by inches. He grabs Alex.Alex's humanity takes over. He props Moretti up and puts his daughter's confirmation card in his hand. He looks at the card and back at Alex. His body trembles with fear.Moretti gags on the blood bubbling up in his throat.Alex snaps and grabs Moretti.Alex shakes the hell out of him, but he's already dead. Another bullet rips through the car. Alex boots open the car door...

Sullivan locks target on the figure diving out the open door and fires... The bullet strikes the figure broadside, spinning him around. He drops hard... A second bullet hits him with a jolt. Sullivan gets the face in his sights... IT'S MORETTI. Sullivan quickly pans his sights back to the car and sees... ALEX CROSS with a gun aimed right at him... CONTINUED: Sullivan realizes he just gave away his position.

Sullivan drops off his perch as chunks of masonry spray around him.

Alex and Tommy sprint toward the building where the shots came from. They run flat-out. This is it. We can see it in Alex's eyes. There are a few hangarounds on the front steps and they get the hell out of the way.

Sullivan exits the roof and starts down a steep flight of stairs.

Alex and Tommy race up the stairs. Everything is on a collision course now.

Alex and Tommy continue up the stairs, looking intense, ready for anything. But are they? They hear cries and shouts from behind a door at the next stairwell.

Alex pulls open the door and he and Tommy go inside, their guns drawn. They are stunned by what they encounter. Several dozen people are camped out in total squalor - mostly families, living in a space that must've been the floor of a factory at one time. Tommy reels at the putrid stench.CONTINUED: There's an eerie silence. Nobody speaks. Alex scans the rows of frightened eyes. One man's face is obscured by a hooded sweater. He glances up and meets Alex's gaze. Alex recognizes HIS WIFE'S KILLER STARING BACK AT HIM! Sullivan rises up from between a couple of families. Alex feels the rage pulsing through his veins. His gun is locked on Sullivan's head...A woman cries out...Only then does Alex see that Sullivan has a toddler in one arm. He holds a gun to the boy's head.Sullivan suddenly swings the boy out an open window, dangling him like a doll over the sheer drop. The mother SCREAMS. The child WAILS. It's total chaos. Alex has a clean shot...Alex keeps his gun locked on Sullivan. He doesn't flinch.CONTINUED: (2)Alex doesn't budge. Tommy bolts out the door and bounds down the stairs.Alex's eyes burn with fury, his finger tightens on the trigger.Sullivan lets the terrified child slip a little further.Alex turns and bolts.

Alex takes the stairs four at a time. He can see Tommy a few flights ahead of him.

The boy's mother is screaming for her child.He tickles the baby's toes with his gun barrel.

Alex passes the 4th floor. Tommy is a floor ahead. Alex leaps over the handrail and clears a single floor in one jump. He hears Sullivan's booming voice.Alex can see Tommy dead ahead with only one flight to go. He realizes they aren't going to make it... He races to a window and jacks it open...

Alex leaps out a window and drops two stories. He crash lands hard. Rolls to breaks his fall and springs into motion in time to see the child plummeting the last few floors... Tommy comes charging out the front door and turns the corner to see... Alex on his back with the toddler planted on all fours on top of him. His chubby face is stained with tears. He giggles like it's all a game. Alex and Tommy look like they just saw the devil. Tommy picks up the boy like the child is his own.

Alex faces off with Dawson in his office.CONTINUED: Special Agent James Galati aka Jimmy Hats is also present.

Alex and his team are hunkered down in a cramped surveillance van. A TECHIE is in there wearing earphones. Surveillance shots of Jiang An-Lo are displayed on a laptop.

Sullivan pays a PRETTY FLORIST for a bouquet. She eyes him up and smiles.CONTINUED:The florist winces.Sullivan turns to leave, reconsiders...

Sullivan and the florist are going hard at it in the back of the store. He finishes up.He grabs the bouquet of flowers and walks away, revealing the florist sprawled out behind him, with her throat slit.

Sullivan talks on the cell as he strides through a cemetery with the bouquet in one hand. He also has a shoulder bag. He glances around to make sure he's alone, tosses the flowers down on a random grave. He slips a rifle sight from his bag. RIFLE SIGHT: The cemetery offers a clear vantage point of a line of adjacent rowhouses. Sullivan spots a police SNIPER on a roof top.He scans the street below and stops on a CABLE TV VAN.

The team is locked on a row of monitors displaying multiple angles of Jiang's attractive brownstone. Alex spots movement at Jiang An-Lo's place.

JIANG AN-LO exits his rowhouse, flanked by two BODYGUARDS. Tall, thin and dressed completely in black, he cuts a striking, ninja-esque figure.

All eyes are locked on Jiang as he heads for a black SUV.She passes Alex headphones. Alex listens to the voice that haunts his every thought.ANGLE ON LAPTOP: A satellite map appears on screen. Alex studies it.

Tommy spots a LOW-RIDER with tinted windows turning onto M and curb-crawling toward Jiang.Alex stares at the lowrider. It's very similar to the car used when Maria was shot. He's spooked. FLASHBACK:

ALEX'S POV: The lowrider gunning toward him and Maria. The driver's side window inches down... SHOTS RING OUT. BACK TO SCENE:

Alex jumps from the surveillance van, gun drawn and bolts for the lowrider... The lowrider accelerates, ENGINE ROARING, TIRES SQUEALING. Jiang's bodyguards spin toward the racket and hustle Jiang toward the Mercedes... Tommy is out the door behind Alex...The doors to a SECOND VAN spring open and a TACTICAL TEAM bursts onto the street...

Alex trains his gun on the lowrider, looking to spot the driver. Jiang is almost at the Mercedes... He sees the danger coming. The lowrider is closing fast... The driver's side window inches down... CONTINUED: Alex prepares to fire... A HIGH VELOCITY ROUND punches a perfect hole through the windshield of the lowrider...Then A SECOND ROUND. The SNIPER watches the action. The car swerves out of control... Alex holds up... The lowrider skids and spins crazily to a stop. Alex approaches the lowrider. Gun leveled. Heart pounding... The driver's door swings open... Alex prepares to shoot... A SKINNY LITTLE ARM falls out... Alex is stunned to see a twelve-year-old boy slumped over in the driver's seat. It's the same kid who guarded Sullivan's Lexus outside the fight club.

Jiang watches from the Mercedes. His driver slams the Mercedes SUV into reverse and plants the gas. The street is blocked off by the tactical team and the Mercedes is forced down an alleyway.

The SWAT SNIPER lies garroted on the rooftop. Sullivan is in his position. He's the one who fired the shots. He gets Alex in his sights...

Alex looks from rooftop to rooftop, window to window. He spots Sullivan and rolls for cover. A bullet steaks past, grazing his temple. Alex is rattled. That was way too close.

The Mercedes reverses dangerously fast through the narrow alley.

Jiang glances nervously out the rear window.The alleyway is blocked with a large metal dumpster. A FIRESCAPE snakes down an adjacent wall. The car jolts as something lands on the roof.

Sullivan stands on the roof of the Mercedes with a MACH-10. He starts shooting. A bodyguard jumps out of the car and is gunned down.

Jiang stares in horror as bullets spray the car. He's hit half a dozen times.

Alex sees the SUV trapped at the end of the alleyway and Sullivan blazing away on the roof.Tommy bolts between two houses. They've got Sullivan now.

Jiang's gangly body does a contorted dance as he is riddled with bullets.

Alex is within shooting range, he slows to take his shot... Sullivan spins with the MACH-10 blasting on automatic... Alex dives for cover and returns fire... Sullivan is on the move again, ducking past the Mercedes toward the end of the alleyway... Tommy turns the corner. Suddenly, he and Sullivan are RIGHT ON TOP OF EACH OTHER. Sullivan keeps coming, his arm shooting forward in a blur... Tommy staggers backward... He's been stabbed.Sullivan keeps moving... Alex turns the corner... There's no sign of Sullivan. He sees Tommy, who takes a few steps, then drops. Alex kneels beside his partner and frantically tears open his jacket. Blood seeps from a slice in his vest. His shirt is saturated with blood. Tommy sees the look on Alex's face. CONTINUED:She locks eyes with Alex. This doesn't look good.

Sullivan listens to rock music as he cruises out of the area. He turns a corner and sees a police roadblock dead ahead. He turns down an alleyway and takes a different route..

Sullivan turns a corner, parks the Lexus, and calmly gets out of the car. He starts walking toward another car-a Cadillac. Jimmy Hats is the driver.

Alex can't see Sullivan anywhere. Then he finds the Lexus. He approaches it very cautionsly-his gun drawn-but no one's there. Christ, he's lost him.

Jimmy Galati's Cadillac pulls up to a couple of Metro squad cars blocking off the street. Jimmy flashes his FBI creds and they let him through.

The team is gathered in the waiting room. A FEMALE DOCTOR comes in. Alex stands.Lt. Dawson steps in.Dawson turns and sees Agent James Galati walking into the waiting room.Jimmy confronts Alex. Ryan and the rest of the team look on.Alex is in Jimmy's face. CONTINUED:Dawson pulls Alex aside.Galati takes a swing at Alex. Alex is ready for him. He steps aside and nails Galati with a powerhouse of a punch. Galati goes down. Alex is on him. Dawson hauls Alex off.

Alex arrives home to find Nana waiting up for him, sipping tea. CONTINUED: She looks up, her eyes fix on a bandage on his head.Alex looks away.She walks away. Alex sits down at the kitchen table, exhausted. He shuts his eyes. A CAR HORN BLASTS. Alex glances out the window and sees a dirty D.C. Cab, idling outside. Nana reappears, dragging a battered old suitcase.She walks right past him and out the door.CONTINUED: (2)She bumps the case down the steps. The DRIVER helps her into the cab. Alex watches from the doorway. He hears a small voice behind him.Alex turns and looks at his son, standing in his pjs clutching his toy dinosaur. He scoops him up.

The cab makes a U-turn and comes right back. Nana gets out and trudges toward the house.

Nana walks back in, hauling her suitcase. Alex helps her.She goes into the house. Alex and Damon follow.

Jimmy Galati studies the street names.CONTINUED:Jimmy hands Sullivan an envelope.Sullivan shakes loose a set of new identity papers, driver's license, credit cards and bank statement with a fat balance.Sullivan looks at the identity papers.Jimmy taps the envelope.In a single fluid motion, Sullivan snatches Jimmy's sidearm and sticks it in his face. CONTINUED: (2)Sullivan throws the new identities in his face.Sullivan steps out of the car, whistling a tune. Jimmy watches him go.

Alex watches kids walking away from a city high school. We recognize one of them as the RING GIRL.She gives him a sideways glance and keeps walking. They continue -- down a street with houses on both sides.CONTINUED:The ring girl pauses. Alex has piqued her interest.Alex shows her Oy Fan Yau's graduation picture.The ring girl looks at the picture and bites her lip.The ring girl stops biting her lip.They arrive at a run down rowhouse.The ring girl bites her lip. Alex hands over his card.Alex waits. She stops in the doorway and calls after him.

Alex stares at the Chinese symbol for "Butcher" He opens his laptop and runs a search for "BUTCHER OF SLIGO." He scrolls down a list of hits and stops on an address in Brooklyn.

Alex stands outside the butcher's shop with the faded green white and gold awning. He looks around him at all the Italian stores and the ballpark across the street.

Alex pulls back the board barricading the front door. He looks around. Then he smashes the lock and lets himself in. A LOCAL walking past, turns and stares. Alex smiles.

Alex scans the interior. The floor is covered in sawdust. An old cash register sits on the counter beside a glass meat display. Everything is covered in dust. A family photo hangs on the wall depicting the owner in a butcher's apron with his arm around a skinny little boy. The boy leans protectively close to a frail woman.

Ryan's cell phone rings. She sees Alex's name on caller I.D. and answers.Ryan glances around the bullpen to see if anyone is watching.Ryan logs onto a computer and runs a search. CONTINUED:

ANGLE ON COMPUTER: A prison record appears on screen.Sullivan's mugshot appears on screen.Ryan runs a check on the computer. CONTINUED:

Alex explores the meat freezer. All kinds of hooks and cutting instruments hang from the walls.Alex's flashlight sweeps a dusty bedroom. He fingers through a box of junk and finds a photograph of a LITTLE LEAGUE BASEBALL TEAM. He flips the photo and reads the names of the players...

Jimmy Hats kicks back, drinking a Scotch and watching a game. He hears a knock at the door and peers through the eye hole. He grabs his gun, tucks it behind his back and cracks the door.Alex head buts him in the face. Jimmy stumbles backward, clutching his nose. Alex pushes the little league photograph in his face.Alex levels a gun at his head.CONTINUED:Alex shoves Jimmy onto the couch.Alex throws a heavy murder book in his lap.Jimmy flips through a report detailing every homicide.Jimmy doesn't seem particularly worried. Alex takes in the swank apartment and the spectacular view of D.C.He notices the framed commendations hanging on the wall.CONTINUED: (2)Jimmy sizes him up. Alex is exhausted, haggard, fueled by rage and barely recognizable.CONTINUED: (3)

Tommy is out of hospital and recuperating at home. He sits up, with a lot of effort, as Alex walks in.Tommy sits and points out a tray of cookies.Alex helps himself to a cookie and tastes it.CONTINUED:

Tommy uses a crutch to hobble down the basement stairs. He opens a closet, revealing a collection of guns. Tommy hesitates as the realization sinks in.Alex doesn't answer.Alex selects a couple of guns and drops them into a hold-all.Alex looks at Tommy hobbling around on crutches and smiles. They bump fists and slap backs.

TIGHT ON Alex's face - a stunning portrait of a relatively young man's grief. PULL BACK to see that he's at Maria's grave site.

Nana comes outside and stands on the porch. She walks down the steps toward Alex's car, which is parked off-kilter in the driveway. Nana looks inside. Alex is fast asleep, sprawled across the seat. He never made it inside the house.

Alex's BMW races through Hillendale. Pretty scenery. Fast car. Alex is really pushing it. The car passes a sign for Rivers Edge, Maryland.

ALex gets out of the car and goes to the rear. He opens the trunk and selects his hardware. He's ready for war.

The Sullivan family is packed for some kind of trip. Luggage is set up in the foyer. Sullivan is closing an over-stuffed suitcase. He hears a HIGH-PITCHED SCREAM, leaps up and retrieves his handgun.

Sullivan enters his yard with the gun. His pretty, copper- haired wife, CAITLIN is distraught. His youngest son, Seamus is crying. The dogs are running loose, the rabbit hutch is gaping open and the kids' pet rabbit has been massacred. Sullivan tucks the gun in his pants, chains up the dog and turns to Seamus.CONTINUED: Seamus clings to his mom, too scared to move.

Sullivan grabs a trash bag and winks at his wife.Caitlin comforts her distraught son.Sullivan ruffles Seamus's hair.

Sullivan lifts the rabbit by the ears and drops it in the trash bag. The dogs bark in the direction of a forest on the outskirts of their yard. Sullivan scans the treeline.

Alex moves through the treeline toward Sullivan's house. His gaze is stone cold; devoid of emotion.

Michael Jr. exits the house with the Louisville Slugger in his grip. He senses something is wrong.

Alex reacts to the kid's presence. He brings up his other hand to steady his grip... sights locked on his prey.

Sullivan pulls his gun and approaches the treeline... Alex has a clear shot... A GUNSHOT RINGS OUT! The Louisville Slugger splinters in Michael Jr's hands. Sullivan whirls around toward the direction of fire... Not in Alex's direction, the opposite way! Sullivan sees TWO of MAGGIONE'S MEN emerging from the tree line... BLASTING away. Then TWO MORE GUNMEN appear. Psychopathic-looking killers. Not unlike Sullivan.Michael Jr. is caught in the line of fire. Sullivan returns fire... He hits one of the gunmen in the cheek.

Alex opens fire. AWAY FROM HIM! Toward the gunmen, drawing fire away from the boy.

Sullivan hits the gas...He drives with one hand and unloads out the window... His wife and kids watch him in complete shock.

There's an explosion of glass as bullets rips through the windows... The in-car entertainment system powers on and a KID FLICK blasts on the DVD screens.

The ASSASSINS open up on the SUV thundering down... Sullivan's DOGS bound toward them... One of the assassin's gets off a shot killing one dog... the other one leaps... fangs snap on his forearm... taking him down... Right into the path of the SUV! His partner sees him desperately trying to fight off the vicious attack... he sees the truck bearing down... The sudden impact propels him headfirst into the windshield and flips him over the roof...His partner glances up as... Sullivan yanks the SUV into a tight spin toward him... He springs to his feet and bolts for his life, zig-zagging for the woods, praying and spraying...

Sullivan swerves as bullets stitch the bodywork... CONTINUED: The tires blow... The SUV swerves dangerously and bulldozes through the trees...

The assassin keeps up the blazing assault. The SUV is getting shredded. Alex drops him with a bullet to the head.

The gunfire stops. Sullivan hears his wife's pained voice.He looks over and sees that she's been shot. In his moment of distraction, the SUV hits large rock. Sullivan and his family hang on as the car swerves into a fast flowing river.

Sullivan and his family are trapped inside the car. Caitlin is bleeding badly. The kids are terrified. Water SURGES through the shattered windows. Sullivan kicks the door open against the force of water. He looks up and sees Alex coming toward them...relentless. He searches frantically for his gun... He can't find it. He stares at his wife and kids, then back at Alex...and then, in a stunning and shockingly callous move -- HE DESERTS THEM.

Alex closes in on the SUV. Caitlin is semi-conscious. The kids are struggling like crazy against the deluge of water submerging the car. Alex scans the river and spots Sullivan in the distance. He's wading toward the opposite bank. Wounded. Limping. Putting as much ground as possible between them. Sullivan looks back at Alex...and at his own helpless family. CONTINUED: Alex levels his gun... Sullivan is in range, but only for a second... Alex's vision snaps to the SUV and the distraught faces, trapped and running out of time... He glances back at Sullivan. His rage propels him to chase after his prey but his humanity stops him.

Alex fights his way inside and struggles mightily to get the boys free from their seat belts. Then he grabs Caitlin in his arms.

Alex wades through the river with Caitlin. Seamus makes it to the riverbank but Michael Jr. struggles to keep his head above water.He wades through the river carrying Caitlin with Michael Jr. riding piggy back. He scans the opposite bank. Sullivan is long gone. He lays Caitlin gently on the riverbank. She's lost a lot of blood and is barely conscious. He dials his cell for help.

A full moon. A massive crime scene. POLICE and FBI sweep the area. A chopper's searchlight penetrates the woods. Alex stays with Sullivan's family as Caitlin is loaded into an ambulance. Michael Jr. grips her hand and won't let go. Seamus is detached. Distant. He stares at Alex with his father's cold stare.

Jimmy Hats has heard the news and is completely panicked. He scrambles to pack a bag and get the hell out of there. He reaches for his gun and holster. CONTINUED: A PLASTIC BAG is yanked over his head!Jimmy struggles like a mad man. Sullivan tightens the bag viciously.Jimmy tries to buck Sullivan off and sends them both crashing through the French doors onto the balcony. Sullivan grinds Jimmy's face into the broken glass, then pulls him up. A SHADOW crosses behind them... Sullivan catches movement in his peripheral vision and whirls around... ALEX IS THERE with a gun leveled at him. Sullivan smiles to mask his surprise.Sullivan grins and edges closer to the rail.Alex stares at him, poker faced, gun locked. Sullivan snaps and shoves Jimmy half-way over the rail... but Jimmy holds him off-barely. Alex opens fire... Sullivan drops... shot in the side.... Jimmy is clinging to the rail... his grip slipping... Alex grabs Jimmy before he plummets to his death... He turns back... Sullivan is gone inside the apartment.

Alex moves through the apartment, which is in semi- darkness... He sees Jimmy's GUN HOLSTER on an end table. The SERVICE WEAPON is gone! He whips around... Sullivan clicks a gun against his head.Sullivan laughs in his face.Only Alex's eyes reveal his torment at this.Sullivan throws a glance at the table. CONTINUED:Sullivan feels the weight in his hands.He turns the gun on Jimmy and hits him clean between the eyes. Jimmy flips backward off the balcony. Alex dives for cover behind the couch and opens fire. Sullivan returns fire. Alex keeps his head down as bullets shred the couch. Suddenly the shooting stops. Alex glances up. Scans the room. Sullivan is gone. Alex gives chase-but it's futile.

Jimmy's body is covered with a sheet. Squad cars cordon off the area. Lt. Dawson is there. So are all kinds of FBI personnel.

Alex arrives home. He's exhausted. Spent. ROCKBAND plays on TV but no one is watching Alex's instincts are suddenly razor sharp. He draws his gun and pads silently through the house. The quirks of the old house are amplified to his heightened senses. The wall clock ticks. The floorboards creak. There's blood on the floor.

Alex follows the blood trail to the kitchen. The door is ajar. Alex pushes it open and sees... NANA SLUMPED AGAINST THE KITCHEN CABINETS. Her head and arms are bloody like she put up a fight. She's clearly hurt and Damon is hugging her. CONTINUED: His instincts are to run to her, but she signals him with her eyes. He whips around... ready to shoot...Alex is rocked to his core. He locks eyes with his beautiful little daughter. His heart is racing. He notices that Sullivan is bleeding from the bullet he put in his side. Sullivan nicks Jannie with the blade. A thin line of blood trickles down her throat. She cries out.Alex ejects the clip, never taking his eyes off Sullivan.Alex drops the gun. Kicks it to Sullivan.Sullivan laughs.Alex reaches for his belt. Sullivan tightens his grip on Janelle. Alex raises his hands...He unhooks the ammunition clip from his belt, and nudges his PDA -- hitting REDIAL. CONTINUED: (2)

THROAT! The little girl's eyes are wide with terror. Her face is stained with tears. Sullivan grins.

Ryan is on the phone, listening to every word.She's immediately on the move...

But hey, you took care of business. Heard you carved up Maggione's soldier pretty good.

Alex notices the signs of anger building in Sullivan's facial expressions. Meanwhile the two of them are getting closer and closer, almost as if gravity is making this happen.Sullivan's grip tightens on the knife, drawing it tighter to Janelle's throat. Alex doesn't miss a beat.CONTINUED:Now it's Alex's turn to temper his rage.Sullivan fixes Alex with his cold, unblinking stare. Alex pushes harder.FLASHBACK:

TWELVE-YEAR-OLD MICHAEL SULLIVAN watches a MOBSTER rifling the cash register while his father hands him a package of meat WITH A PROUD AND HUMBLE BOW. The meat slicer BUZZES in the background. BACK TO SCENE:

Sullivan tries to shake the memories from his mind. THE BUZZ OF THE MEAT SLICER ESCALATES. CONTINUED:Sullivan snaps and charges him... Alex is good at this-- a real street fighter. The two of them go down. Alex avoids being cut, which is impressive in itself.The girl bolts away from Sullivan and goes to Nana and Damon. Sullivan grabs Alex's wrist, shifts his weight onto it, and drives the knife upward toward Alex's gut. The men are locked together. Inches apart. Neither of them give an inch. It's a battle of strength and will power. Sullivan breaks the stalemate by head-butting Alex. Alex staggers back... Sullivan drives Alex into the kitchen cabinets, like a linebacker... His knife hand shoots forward in a blur... Alex twists out of his way... clasps the first thing he can reach... swings it... A massive can of olive oil cracks into Sullivan's forearm, blocking the stab... The blade punctures the can, spurting oil everywhere... Sullivan flips the knife into his other palm, shifts position and comes at Alex with a downward stab... The blade slices Alex's forearm as he blocks the thrust and spins sideways out of range... He slips in the oil slick and goes down hard, slamming into an open drawer and sending kitchen utensils flying... Sullivan closes the gap... the blade coming fast... Alex grapples for anything to use as a weapon... His fingers clasp a serving fork... He stabs it right through Sullivan's foot. Sullivan yells in agony... Alex springs to his feet and drives a hard right into his face...CONTINUED: (2) Alex swings a mighty roundhouse. The impact almost takes Sullivan off his feet. Sullivan grins through bloody teeth.Alex grabs an iron-clad frying pan and hits Sullivan with a brutal uppercut. Sullivan's head snaps back, his knees buckle and goes down. Alex grabs his gun and levels it. He's about to pull the trigger when he sees the frightened faces of his family. The kids are huddled with Nana -- who is bleeding and helpless. Alex realizes that he's become as terrifying as his enemy. SIRENS close in. Alex keeps the gun trained on his quarry.Sullivan puts his hands behind his head and bolts! Alex can't shoot him in the back. He takes off after Sullivan.

Alex pursues Sullivan in a frenetic foot chase through the busy, colorful streets. Sullivan leaps a railing and drops down into the lot of a large crowded bus terminal.

Sullivan charges through the station with Alex right behind him. He takes down a SECURITY GUARD with a single skillful move and commandeers his sidearm. He turns the gun on Alex and opens firein the middle of the crowded station.Total mayhem. People are SCREAMING and RUNNING in all directions. Alex ducks and weaves through the crowd. Sullivan has lost a lot of blood and is slowing up. Sullivan glances back and sees Alex closing the gap. CONTINUED: He runs out between the buses. They're very large and obscure his vision. Alex bolts after him. Buses are coming and going, moving faster than they should. The buses are noisy too. Alex sees the flash of a muzzle as Sullivan opens fire. Alex shoots back. It's a raging gun fight. Alex hears a bus coming behind him. He's almost hit! The HORN BLASTS. Alex glances back. Another bus's headlights are bearing down on him.

Alex sprints to one side, and right into the butt of Sullivan's gun. He is knocked off his feet and lands painfully. Sullivan kicks him viciously.Alex hears another bus coming. He looks at Sullivan and starts laughing.Sullivan starts to go berserk... He swings back his foot to stomp Alex in the face. Alex grabs his ankle and twists, sending him tumbling. He dives on Sullivan and uses his sheer size and weight to pin him down. Sullivan looks at the bus coming their way. He flails like crazy but he can't escape Alex's hold. The bus driver can't see them in the dark.The bus is almost on top of them. CONTINUED: Then all of a sudden, Alex just lets go... Sullivan is panic-stricken and disoriented. He scrambles to his feet...and dodges the bus. Then Sullivan gets struck by a second speeding bus. It's a terrible, crushing hit. Bug against a windshield stuff. Very, very satisfying.

Ryan helps the beaten and bloody Alex out of the terminal and toward a waiting squad car.

The security guard and correctional officer kick back watching their 14 inch television. Images of FEDERAL AGENTS arresting Maggione and his cohorts plays on screen.LT. Dawson gives a press conference.Ryan can be seen with Tommy and Crawford in the background. There's no sign of Alex.

... Federal Agents arrested 19 members of the Maggione Crime Family in a sweep covering New York and Washington --

... The success of the operation is a tribute to the actions and bravery of several Bureau agents and officers from D.C. Metro...

Alex is cleaned up and looking like his old self. Maybe even better. He is engrossed in a game of chess. We pull back and reveal his opponent -- BRONSON "POP-POP" JAMES.CONTINUED:

Alex arrives home.No answer.Alex joins Nana and the kids at the kitchen table. They close their eyes in prayer.Nana slaps his wrist with the back of her fork. The kids laugh. They dig in. Alex stares at his family.Janelle looks at her father.Alex glances at Nana fighting to suppress her laughter.CONTINUED: Alex looks around the table. Everyone is speechless.A massive smile spreads across Nana's face.Nana applauds.The kids join in the chanting.Alex smiles and sinks back in his seat. A weight lifted.His cell phone rings. He considers not answering and finally picks up.Alex hesitates, trying to place the voice. He steps away from his family.CONTINUED: (2) No answer.FADE OUT: FINAL CREDITS

MAIN TITLES BEGIN Writhing pools of light and dark , out of which emerge images from `` The Bride of Frankenstein , '' directed by James Whale . Elsa Lanchester , as the Monster 's Bride , looks up , down , left , right , startled to be alive . The Monster stares at her . `` Friend ? '' he asks , tenderly , desperately .

Lightning splits the black - and - white sky , revealing a single shattered oak in a desolate landscape . Below , a HUMAN SILHOUETTE stumbles through the darkness , the top of his head flat , his arms long and heavy , his boots weighted with mud . Suddenly the storm fades . Light creeps into the scene , and color , as we DISSOLVE TO : THE PACIFIC OCEAN melting into a hazy morning sky . In a box canyon off the coast highway , we see row after neat row of trailer homes , a makeshift village for beach bums .

CLAYTON BOONE opens his eyes . He is 26 , handsome in a rough - hewn , Chet Baker - like way , with broad shoulders and a flattop haircut . He grabs a crumpled pack of Lucky Strikes , lights a bent cigarette . Clay stands and walks bare - assed across the single tin room , his head almost touching the ceiling .

Clay goes a few rounds with a weatherstained speed bag that 's set up behind his trailer .

Clay towels off , glances at the morning paper . He moves aside a pile of paperbacks on a card table until he finds a calendar . His finger targets today 's first appointment . `` 10 A.M. - 788 Amalfi Drive . ''

Clay steps out of the trailer , clean - shaven and dressed in dungarees , a T - shirt with a fresh pack of cigarettes flipped into one sleeve . He weight - lifts a secondhand mower onto the bed of his rusty pick - up . Clay climbs into the truck , slides the key into the ignition . It takes a few tries but the engine finally turns over .

Clay 's truck sails down the road , `` Hound Dog '' blaring on the radio . MAIN TITLES END .

Sprinklers twirl on a grassy slope outside a rambling clapboard house . Below , a swimming pool forms a perfect rectangle of still water . A title reads : SANTA MONICA CANYON . 1957 . The pick - up drives past . Clay parks in the back , hops out . ANGLE - HOUSE A SHADOWY FIGURE stands at a window , watching Clay unload his red power mower .

The shadow is a man with dove white hair , wearing a dress shirt and seersucker jacket . This is JAMES WHALE , age 67 .In the dining room , visible through open double doors , DAVID LEWIS , 55 , speaks softly with the housekeeper , HANNA . She is a squat , muffin - faced Hungarian woman in her late 50s , dressed in black , her hair cinched in a tight bun . She speaks with a thick accent .He moves into the dining room , sits opposite David .Hanna ignores him , returns to the kitchen .The remark hits its target .David extends his hand , but Whale draws him into a hug . As he starts out , David points to a framed painting .Hanna runs out of the kitchen to escort David to the door . Whale drifts back to the window , watches as Clay revs up the lawnmower , creating a cloud of white smoke . We CUT TO :

I'd have more peace of mind if the live - in nurse were still here.

She was nothing but bother. I not like her, Mr. Jimmy not like her. We do better if you live - in again, Mr. David.

It's the ridiculous pills they prescribe. If I take them, I spend the next day stupid as a stone. If I do n't, my mind seems to go off in a hundred directions at once -

I wanted to be alert for your visit today. Especially since I saw so little of you in the hospital.

`` The fault, dear David, is not in ourselves but in our stars.''

I was, until last night. Publicity asked me to fly Miss Taylor in for today's reception.

Jimmy, there are people here I need to speak to. You'll be fine on your own?

Bone? Boom? Something Bee. I hire him while you were in the hospital. He came cheap.

I do not think you anything anymore. Just back from the hospital and already you are chasing after boys.

Perhaps we should get you uphill before the pills knock you cold.

He looks plenty big. You wo n't need my help if anything goes flooey.

I am sorry. Forget everything I say. Here. I will take the tray.

Ugh. I am sorry, Mr. Jimmy, but your movie is not my teacup. Still, I am glad there is a happy ending. The bad people are dead and the good people live.

The Master wants to know if you are free for lunch. I tell him you will be having other plans, but he insists I ask.

The Master is dressing. I am to offer you a drink. There is whiskey and there is iced tea.

No. We live simply, Mr. Jimmy and I. People come to play bridge. And now and then, young men to swim. You have people, Boone?

A man who is not married has nothing. He is a man of trouble. You need a woman.

No. I have children, grandchildren too. I visit when I can. But now that Mr. Jimmy can not be left very long, I do not get away much.

Poor Mr. Jimmy. There is much good in him, but he will suffer the fires of hell. Very sad.

This is what the priests tell me. His sins of the flesh will keep him from heaven.

What is the good English? All I know is bugger. He is a bugger. Men who bugger each other.

That is why he must go to hell. I do not think it fair. But God's law is not for us to judge.

Good. That is what I hope. I did not think you a bugger too. I fear only that you might hurt him if he tries.

You must go in. Quickly. He will not like to think I have had you in the kitchen.

That is my daughter. She say she and her husband are coming to town this afternoon. I am sorry, Mr. Jimmy. I will make it short.

No. I do not cook for them. My daughter's no - good husband will not take one bite of our food.

No, no, he did not tell me. But no problem. I will make breakfast.

I have brought you your clothes. All I ask is that you get dressed and go. We are having a guest for breakfast.

I blame my daughter for keeping me out so late. I only hope you did not get him excited. It could give him a new stroke.

It is my job. I did it when he was happy and it was easy. It is only fair I do it now when he is ill.

He says here good - bye. I find it in his room. He is sorry, he says. He has had a wonderful life.

You poor, foolish man. You could n't wait for God to take you in his time?

Do you want to be questioned about you and Mr. Jimmy? Please, Clayton. It will be better if I find the body alone.

Poor Mr. Jimmy. We do not mean disrespect. You will keep better in water.

The bells of hell go ting - a - ling For you but not for me. Oh death where is thy sting - a - ling? Grave where thy victory?

I could n't help but notice your tattoo. That phrase? Death Before Dishonor. What does it mean?

When you're through, Mr. Boone, feel free to make use of the pool. We're quite informal here. You do n't have to worry about a suit.

Is it now? Hanna? I think we'll take our tea down by the swimming pool.

I was born outside London, the only son of a minister who was a master at Harrow. Grandfather was a bishop. Church of. Church of Eng.

Of course. I attended Eton - it would n't do for a master's son to attend where his father taught. I was to go up to Oxford but the war broke out and I never made it. The Great War, you know. You had a Good War, but we had a great one.

You ca n't imagine what life was like after the Armistice. The twenties in London were one long bank holiday, a break from everything dour and respectable. I had a knack with pencil and paper, so I was hired to design sets for stage productions.

There was one play in particular, a beautiful, grim study of war called `` Journey's End''. Every experienced director turned it down, so I offered myself, bullying and begging for the job. `` Journey's End'' made the careers of everyone associated with it. It was only a matter of time until Hollywood beckoned.

Am I correct in assuming, Mr. Kay, that it's not me you're interested in, only my horror pictures?

Twenty - one. The romantic comedies and dramas were much more to my liking. The horror pictures were trifles. Grand guignol for the masses.

I have a proposal, Mr. Kay. This mode of questioning is getting old, do n't you think?

Let's make it more interesting. I will answer any question you ask. But, for each answer, you must remove one article of clothing.

It is, is n't it? My life as a game of strip poker. Shall we play?

A homosexual scandal, you mean? For me to answer a question of that magnitude, you'll have to remove both your shoes and your socks.

You are kind to indulge your elders in their vices. As I indulge the young in theirs.

My only other vice. I suppose you'd like a fuller answer to your question.

You must understand how Hollywood was twenty years ago. Nobody cared a tinker's cuss who slept with whom, so long as you kept it out of the papers. Outside of Hollywood, who knows who George Cukor is, much less what he does with those boys from the malt shops along Santa Monica?

George is famous for his Saturday dinner parties. Great artists, writers, society folk, all rubbing elbows with Hollywood royalty. But how many of those oh - so - proper people know about the Sunday brunches that follow? Gatherings of trade eating leftovers, followed by some strenuous fun and frolic in the pool.

If a goat like that can continue about his business, my more domestic arrangements could've raised very few eyebrows.

Certainly, Mr. Kay. Is there anything in particular you want to know?

Maybe you'd like a swim when we're through. I never swim myself, so the pool tends to go to waste.

Universal wanted me for another story, and wanted me so baldly - I mean badly, not baldly. I was given the pick of stories being developed, and I picked that one.

My idea. Muchly. My sketches. Big heavy brow. Head flat on top so they could take out the old brain and put in the new, like tinned beef.

Oh shut up. All we did was talk. My attack had nothing to do with him.

I was just about to ask Hanna to bring down iced tea. I'd like it very much if you'd join me.

The honest sweat of one's brow. I assure you I wo n't be offended. Let me tell Hanna to bring tea for two.

My workshop, my studio. Hardly somewhere in which a sweaty workman should feel out of place.

They were familiar when I painted them. That one's copied from a Dutch still life done almost three hundred years ago. And that's a Rembrandt.

But before I retired, you might say I had a brief time in the sun. Fame, as it were. Tell me, do you like motion pictures?

In my youth, yes, but never in Hollywood. No, I was merely a director here.

This and that. The only ones you maybe have heard of are the `` Frankenstein'' pictures.

Merely comfortable. Here's Hanna with our refreshments. Can you get the door?

Yes, yes, yes. I merely invited Mr. Boone in for a glass of tea. We'll have a brief chat and he'll finish the yard.

When they stay in your employ too long, servants begin to think they're married to you.

You must excuse me for staring, Mr. Boone. But you have a marvelous head.

You have the most architectural skull. And your nose. Very expressive.

I apologize for going on like this. It's the Sunday painter in me. Of course I can understand your refusal. It's a great deal to ask of someone.

What are you suggesting? You'll charge extra if I include a hand or a bit of shoulder.

I have no interest in your body, Mr. Boone. I can assure you of that.

Yes, yes, Dr. Payne. But from the neck up? What's my story there?

But the rest of it? The killing headaches. The phantom smells. My inability to close my eyes without thinking a hundred things at once. It's all nothing more than bad electricity?

You seem to be saying that this is n't just a case of resting until I'm better. That my condition will continue to deteriorate until the end of my life.

We'll go slowly today. Since this is your first time as a model.

Hmmm. I much prefer `` Show Boat'' or `` The Invisible Man.'' Shall we begin?

I'm sorry. It's too white, too distracting. Would it be asking too much for you to take it off?

We could wrap this like a toga around your shoulders. Would that help you overcome your schoolgirl shyness?

I think we'll have you sit slightly sideways, so you can rest one arm on the back of the chair. Yes. Just so.

You seem to have no idea how handsome you are, Mr. Boone. It has to do with how snugly your face fits your skull.

Would you be more comfortable barefoot? Feel free to remove your boots and socks.

It's a bit like being at the doctor, is n't it? You have to remain perfectly still while I examine and scrutinize you.

Do you ever eat dripping in this country? The fat from roasts and such, congealed in jars. Used like butter on bread.

It is. Only the poorest families ever ate it. We kept ours in a crockery jar.

I've spent most of my life outrunning my past. Now it's flooding all over me.

There's something about the openness of your face that makes me want to speak the truth. Yes, my family ate dripping. Beef dripping and four to a bed, and a privy out back in the alley. Are you also from the slums, Mr. Boone?

In Dudley there were more sides of the tracks than any American can imagine. Every Englishman knows his place. And if you forget, there's always someone to remind you. My family had no doubts about who they were. But I was an aberration in that household a freak of nature. I had imagination, cleverness, joy. Where did I get that? Certainly not from them.

They took me out of school when I was fourteen and put me in a factory. They meant no harm. They were like a family of farmers who've been given a giraffe, and do n't know what to do with the creature except harness him to the plow.

Hatred was the only thing that kept my soul alive in that soul - killing place. And among those men I hated was my own poor, dumb father. Who put me in that hell to begin with.

You have to excuse me, Mr. Boone. Since my stroke, I am often overcome with nostalgia.

Why do n't we break for five minutes? You probably want to stretch your legs.

Do n't be silly, Hanna. He's a very proper actor. And the dullest fellow imaginable.

The cigars were my own brand. So that I could have the leftovers.

Jack, I want to get on this right away. Sorry, Boris, we wo n't get to you until this afternoon.

Yes, a couple of flaming queens. And Pretorius is a little in love with Dr. Frankenstein, you know.

Forgive my rudeness. At my age, the post is the cream of the day.

Her Majesty's Loyal Subjects in the Motion Picture Industry. Cordially invited. Reception at the home of. Mr. George Cukor!

That pushy little - horning in on the Queen's sister, then offering to share her with the whole damn raj? I live in this country to get away from this rubbish!

Yes. An old, useless friend. You must excuse me, Mr. Boone. This is a world I finished with long ago. I pay them no mind and expect them to return the compliment.

Of course. I had to make it interesting for myself, you see. A comedy about death. The trick is not to ruin it for anyone who is n't in on the joke.

But the Monster never receives any of my gibes. He is noble. Noble and misunderstood.

It's nothing to be ashamed of, in the service of one's country. That's something to be proud of.

Quite true. Hand - to - hand combat is the true test. Did you ever slay anyone hand - to - hand?

What is we say phooey to the hedges? Could you spare an hour after lunch? To sit for me?

I'll pay our going rate. Plus what you'd get if you did the hedges.

Just a trim. And mine while you're at it. Fingers are a bit stiff today.

Or a husband. Depending on which of us you asked. My friend David. He lived here for many years.

Do n't be ridiculous. I know a real man like you would break my neck if I so much as laid a hand on him. Besides, you're not my type.

I hope this has nothing to do with your refusing to sit for me today?

What are you afraid of, Mr. Boone? Certainly not a frail old man like me.

It will only make you self - conscious. You'll have to remove your shirt.

Suppose we unbutton the top and pull it down around your shoulders? Two buttons. Is that so much to ask? Just two little buttons.

Of course. I do n't want to scare you off. Not before I'm finished with you.

Tell me more about yourself, Mr. Boone. You have a steady companion?

I like that. But take care, Mr. Boone. Freedom is a drug, much like any other. Too much can be a very bad thing.

In a way, yes. I suppose so. I know it's why I stopped making pictures.

You might not think it to look at me now, but there was a time when I was at the very pinnacle of my profession. The horror movies were behind me. I'd done `` Show Boat.'' Major success. Great box office. Now I was to do something important. `` The Road Back.'' An indictment of the Great War and what it did to Germany. It was to be my masterpiece.

The fucking studio butchered it. It was 1937, Hitler's armies were already massing - and still the New York bankers stood in line to curry his favor. Anything to avoid losing the German market. They cut away the guts and brought in another director to add slapstick. The picture laid an egg, a great expensive bomb. For which I was blamed.

After that, I went out of fashion. I was no longer able to command the best projects, so I walked away. Why should I spend my time working in such a dreadful business?

Making movies was the most wonderful thing in the world. Working with friends. Entertaining people. Yes, I suppose I miss it. More so now that -

I think we all want to feel we've left our mark on the world. Yes. I wish I had done more work.

But I chose freedom. David was still in the thick of it, his life full of anxiety and studio intrigue. I did n't fancy spending my golden years as merely `` the friend.'' The dirty little secret of a nervous producer.

Twenty years. Too long. We were like a play whose run outlasted the cast's ability to keep it fresh. So I finally decided to close down the show.

When all fetters are loosened, a certain hedonism creeps in, do n't you think? There was a period when this house was overrun with young men. Some even posed for me. Right where you're sitting now.

Of course, they were n't nearly as bashful. No, this room was once filled with bare buttocks. And pricks. Hard, arrogant pricks -

The extras are in their places. Now we need the star. Would n't you like to get in the pool?

What about your stint in Korea? I'm sure it was full of dramatic episodes.

And the fear you showed at our last session? How did you overcome that?

Same difference, Mr. Boone. Disgust, fear of the unknown - all part of the great gulf that stands between us. Am I right in assuming that you've had little experience with men of my persuasion?

Oh, there may not be atheists in the foxholes, but there are occasionally lovers.

No, my dear. The Crimean War. What do you think? The Great War. You had a Good War, while we had -

- a war without end. There were trenches when I arrived, and trenches when I left, two years later. Just like in the movies. Only the movies never get the stench of them. The world reduced to mud and sandbags and a narrow strip of rainy sky.

But we were discussing something else. Oh yes. Love in the trenches.

Barnett. Was that his name? Leonard Barnett. He came to the front straight from Harrow. And he looked up to me. Unlike the others, he did n't care that I was a workingman impersonating his betters. How strange, to be admired so blindly. I suppose he loved me. But chastely, like a schoolboy.

I remember one morning in particular. A morning when the sun came out.

Odd, how even there one could have days when the weather was enough to make one happy. He and I were standing on the fire step and I showed him the sights of no - man's land, through the periscope. It was beautiful. The barbed wire was reddish gold, the water in the shell holes green with algae, the sky a clear quattrocento blue. And I stood shoulder to shoulder with a tall apple - cheeked boy who loved and trusted me.

You will not set me on another walk down memory lane. Not this lane. Not today.

Why do I tell you this? I never told David. I never even remembered it until you got me going.

You're very clever, Mr. Boone. You just sit there and let me talk. What a sorry old man, you're thinking. What a crazy old poof.

It was foolishness to attempt this portrait. You can not force what will not flow.

How would you like to come to a party with me? A reception for Princess Margaret.

If you do n't mind driving, I'd like to take you as my guest. There should be lots of pretty starlets to keep you amused.

Very good, Clayton. May I call you Clayton? Or do you prefer Boone?

I'll be out this afternoon, remember? Your family can visit as long as they like.

Good old George. He loves to put on the dog. Only his dogs tend to have a bit of mutt.

Exactly. Cukor was too cheap to hire music. There's nothing but chin - wag. The cold dreary custard of English chin - wag.

Slim pickings. Well, it's early yet. Perhaps this is a good time to pay our respects.

Hello, George. James Whale. David Lewis's friend. I once made pictures myself, Ma'am.

My gardener, who insisted I bring him today. He so wanted to meet royalty.

George, Ma'am, this has been an honor. An occasion to remember for the rest of my days.

Nothing of importance. Just two old men slapping each other with lilies. Shall we have a drink?

Just what I was about to ask you. I thought you were in New York.

Our yardman. Who was kind enough to serve as my escort to George's little do.

I did. But Princess Margaret was a doll. We're all equals in her eyes. As commoners, I presume.

No. I never could. You must regret having had the invitation sent.

I commend you. If you're going to pursue poofs, go after those who can do favors for you. You waste everybody's time when you court dinosaurs.

You're much wider than I am. You wo n't want to attempt to get into my pants.

Absolutely swims on me, but should take care of your upper half.

Sorry. My pajamas are tailored. Would it be too distressing to continue with the towel? No more immodest than a kilt, you know.

The only memento I ever kept. My original sketch for the Monster.

After dinner, if Hanna is n't back? Can we try a few more sketches?

Come now. I'm sure you came across such situations in Korea. A wounded comrade, or perhaps one of the enemy? Someone for whom death would be a blessing.

That's where you're wrong, Clayton. You've just told one. A very good story indeed.

`` A perfect night for mystery and horror. The air itself is filled with monsters.''

Oh, but it does. Especially in light of the journey I'm about to make.

He caught his one night coming back from the reconnoiter. I would n't take him out, but McGill did. Just to give the lad a taste. They were nearly home when a Maxim gun opened fire.

Barnett's body fell in wire as thick as briers. It was hanging there the next morning, a hundred yards from the line, too far out for anyone to fetch it.

We saw him at morning stand - to and evening stand - to. `` Good morning, Barnett,'' we'd say each day. `` How's ole Barnett looking this morning?'' `` Seems a little peaky. Looks a little plumper.'' His wounds faced the other way and his hat shielded his eyes, so one could imagine he was napping on bedsprings. He hung there until we were relieved. We introduced him to the new unit before we marched out, speaking highly of his companionship.

Oh, but we were a witty lot. Laughing at our dead. Telling ourselves it was our death too. But with each man who died, I thought, `` Better you than me, poor sod.''

A whole generation was wiped out by that war. Millions and millions of young men.

Oh death where is thy sting - a - ling? Grave where thy victory?

Oh no, my friend. It's digging itself up. There is nothing in the here and now to take my mind off it. All my diversions have abandoned me. Parties. Reading. Painting. Work. Love. All gone to me now.

For the artistic effect. The combination of your human body and that inhuman mask. It's quite striking.

Please, Clayton. Just for a minute. Long enough for me to see the effect.

That did n't even sting. You're not such a real man after all. Are you?

Wait until I tell my friends I had you naked in my arms. Wo n't they be surprised?

Oh, but you have. You undressed for me. I kissed you. I even touched your prick. How will you be able to live with yourself?

Break my neck. Or strangle me. It would be oh so easy to wrap your hands around my neck and choke the life out of me. Please, Clayton. We've come this far.

Exactly, I'm losing my mind. Every day, another piece goes. Soon there will be nothing left. Look at the sketch I made of you.

No, I do n't want to die alone. But to be killed by you - that would make death bearable. They say you never see the one with your name on it. But I want to see death coming at me. I want it to be sharp and hard, with a human face. Your face. Think, Clayton. You'd be my second Monster. Almost as famous as the first. It would be the great adventure you've yearned for. A war story for both of us to share.

You'd be fully exonerated, I've taken care of that. I wrote a note, I'll even leave you the house, the car.

A bean - pole child with flaming red hair -LRB- WHALE at age 12 -RRB- stares up at the coal smoke pouring from a seemingly endless row of chimneys . We 're in Dudley , a factory town in the English Midlands region known as the Black Country .Whale runs to catch up to his six brothers and sisters . His father , WILLIAM WHALE , frowns at the boy 's prissy trot .Young Whale 's movements thicken into a dim imitation of manly reserve . The Whale family marches up a steeply mounting street to Dixon 's Green Methodist Church .

Do n't get above yarself, Jimmy. Leave the drawring to the artists.

Whale 's eyes tighten . He focuses on Clay Boone as he peels off his T - shirt , revealing a tattoo on his upper right forearm .Whale nods , chooses a walking stick . He emerges into the sunlight .

Whale moves jauntily onto the front lawn , singing to himself :Whale steps up next to Clay .Clay shrugs nonchalantly .Whale clears his throat behind the back of his hand .Clay glances warily at Whale .Whale holds Clay 's look .Whale heads off , smiling to himself . Pleased to be naughty again .

I'm just a hick who cuts lawns. But some of these look familiar.

Sure, everybody does. When I was a kid I'd go with my sister twice a week. Why? Were you an actor or something?

`` Frankenstein'' and `` Bride of'' and `` Son of'' and all the rest?

Still. You must be rich. Making a couple of famous movies like those.

You do n't want to draw pictures of me in my birthday suit, right?

Gim me a break. I'm going to sit on my ass while he draws pictures. Is that going to hurt him?

Did you see this? They're showing one of your movies tomorrow night.

All right already. I'll take it off. Kind of warm in here anyway.

If you do n't believe me, let's watch this movie. See if his name's on it. How about it, Harry? Can I watch my damn movie?

This kisser was n't so bad you could n't lay under it a few times.

We're watching the movie, Harry. You got that! We are watching my fucking movie.

The Monster's lonely and he wants a friend, a girlfriend, somebody. What sick about that?

If he were that famous, he probably would n't give me the time of day. This way, he's like my famous person.

Yeah, my own personal famous person. Who treats me like I'm somebody worth talking to.

Let's go for a walk at least. Walk and talk. I really feel like talking tonight.

This old guy - he's the kind of person I expected to meet when I moved out here. Someone who's done things with his life.

It's different. He's a man. And by the way you have no business calling him a homo.

Hey, no strings, right? That's what you always said. Just good pals who have the hots for each other.

It's all shit! Shit on by women! Shit on by the Marines. Shit on by the world! Fuck!

That's okay, Hanna. I'm more comfortable in here. It is Hanna, is n't it?

I bet you've seen a lot of famous people come and go? Movie stars?

Oh, I do n't know. Because no girl in her right mind will have me?

You proposing what I think you're proposing? Do n't you think I'm a little young for you?

Full up. I got the hedges to do here, then another lawn out by La Cienega.

I just feel more comfortable keeping it on. You just said you did n't want me self - conscious.

No! Look. What you told me at lunch is still very weird for me. So either you sketch me like I am or I'll say forget it and go do your hedges.

You know how it is. You have to kiss ass just to get a piece of it.

The world is just one kiss - ass game after another. A man has to make up his own life, alone.

Is that why you and your friend split up? Because you wanted to be free?

Is n't it enough you told me you're a fairy? Do you have to rub my nose in it?

From now on, Mr. Whale, I cut your grass and that's it. Understand?

Do you mind turning on a light? It's getting pretty soupy out here.

I'd like to sit for you again. But only if you ease up on the locker room talk. Okay?

You must think the whole world is queer. Well it's not. War sure is n't.

I do n't get it. First you creep me out with homo shit. Then you hit me with war stories. And now you're upset because I listen? What do you want?

Look, is Sis there? I want to tell her about this movie person I met out here. She'll get a kick out of it.

I better get you home before you catch your death from pneumonia.

Just a night out. Sounds like she ca n't say no to her daughter.

My old man was a Marine. He enlisted the day he turned seventeen.

By the time he was ready to ship out, the fighting was over. He missed out.

That's not the way he saw it. To him, it was like his life never got started. Nothing else really mattered. Definitely not his family.

The morning after Pearl Harbor, he drove down to St. Louis to reenlist. He was so damn excited. World War II was going to be his second chance.

They told him he was too old. fat. nearsighted. Said he'd be more use to his country if he stayed home and looked after his family.

I figured he'd think, you know - it was the next best thing. Hey, I loved it too. A chance to be a part of something important. Something bigger than yourself.

I mean, literally. My body screwed me up. Burst appendix. They gave me a medical discharge. All I thought about was, how am I going to tell the old man.

You know what he did when I called him? He laughed. He laughed so hard he practically burst a blood vessel. Said it was a good lesson for me. Not to try to fill his shoes.

I said it must be weird seeing your monsters again, and you said, `` The only monsters are here.'' I was wondering which here you meant.

You survived it. It ca n't hurt you now. It's no good to dig it up.

I'm not that way. Get it through your fucking head. I do n't want to mess with you.

Maybe. But I still need to talk. Do I have time for a cup of coffee before I go?

The room is filled with unframed canvasses , many of them copies of paintings by the Old Masters . Whale rolls out the easel , lifts a half - painted canvas into position . He stares at the blotches of color , trying to remember what he intended to paint . Whale pulls out a heavy volume on Rembrandt , opens to a black - and - white plate of `` The Polish Rider . '' We CUT TO :

A rough pencil outline of the same painting . Whale , age 16 , sits on his bed , ignoring the roughhousing of the three younger BROTHERS who share the room . The door opens and Whale 's mother SARAH enters .Both have Midlands accents , like head colds that flatten their speech . Whale holds up the sketch to show his mother .Whale squeezes the pad behind the bed , jumps up .And he heads cheerfully out of the room . His mother shakes her head .But Whale is already out the door . We CUT TO :

Whale studies his face in the mirror . He gives his white hair a few final licks with his silver - backed brush .

Whale settles into his club chair and opens a book , pretending to read until Hanna ushers in the visitor .Whale looks up at EDMUND KAY , 22 , a slim boy who rests his weight on one slouched hip , his arms twined behind him . There is a look of mild disappointment on Whale 's face as he realizes that Kay is a baby poof .Whale stands and holds out his hand .He suddenly growls out an imitation of Boris Karloff .Kay laughs , a high , girlish giggle . Whale fights a cringe with a polite smile .It 's clear from Hanna 's frown that she does n't approve of the idea . Whale ignores her , turns back to Kay .Whale inspects the boy from behind , noticing his wide hips and plumpish posterior .

Mr. Whale, this is such an honor. You're one of my favorite all - time directors. I ca n't believe I'm meeting you.

That's my favorite line in my favorite movie of yours. `` Bride of Frankenstein.''

I love the great horror films. And yours are the best. `` The Old Dark House.'' `` The Invisible Man.'' They look great and have style. And funny!

And your lighting and camera angles. You're got to go back to German silent movies to find anything like it.

Oh no, I want to hear everything. You made twenty pictures in all -

Will you tell me everything you remember about making `` Frankenstein''?

He's one of the great images of the twentieth century. As important as the Mona Lisa.

Bet you thought you'd never see me again. I did n't know if you'd be well enough to come to this party.

I interviewed him after I met you. I'm his social secretary now. Well, assistant to his secretary.

Do n't think that, Mr. Whale. I love your movies. That's why I wanted you to come to this. So I could see you with your monsters.

Hey, you! With the camera! We got a historical moment here. Come get a picture of it.

This is Mr. James Whale, who made `` Frankenstein'' and `` Bride of Frankenstein.'' and this is the Monster and his Bride.

Catch you before you go, Mr. Whale. I'll make sure everybody gets sent a print.

Kay 's hands flap animatedly as Whale leads him down to the pool .Whale points to a small shingled house near the pool .

Clay Boone gulps some water from the garden hose . He glances down at the pool , where Kay and Whale sit in cast - iron chairs .Clay turns to Hanna , who holds a tray loaded with finger sandwiches and a pitcher of iced tea .She does n't move until Clay starts off .

Kay flips open his steno pad .Whale 's tongue trips on the word , his voice suddenly drowned out by the blast of a factory whistle . We CUT TO :

Fiery melt is poured into molds on the shop floor of a machine parts factory . WHALE , 16 , grips the hot casting with tongs . His father WILLIAM , his face blackened with grime , hammers away at the flaws . A heavy blow causes young Whale to drop the mold , prompting catcalls and sneers on the floor . There is a look of genuine fear in Whale 's eyes as he looks up at his singed , beast - like father . We CUT TO :

Kay clears his throat softly .Whale smiles politely to cover his momentary disorientation .He glances to see if the boy smiles at the quip .Hanna comes down the path with the tray . She places it on the table .Hanna remains planted next to the table .She makes an audible sigh and starts back up the hill .An abrupt look of anger flashes across Whale 's face .Kay leans over the steno pad , determined to be more worthy .Whale takes in the boy 's blank , bored expression . He sighs .Kay 's mouth pops open .Kay just sits there , squinting and grinning .Whale tilts his head as if brushing off a compliment . Kay kicks off his penny loafers , bends over to remove his socks .Two pale feet emerge . Whale leans forward to examine them . He leans back again .And he reaches into his coat for a cigar . Whale 's hand trembles as he slices a hole at the base , then lights the cigar with a wooden match , sucking and rotating until the tip is roundly lit .Kay nods .Kay hesitates a moment , then sets his pen aside to pull the sweater over his head , revealing a sleeveless T - shirt .Kay stares at him in disbelief .Kay plucks at his T - shirt , glancing toward the house .Kay peels off the shirt and tosses it on his shoes and sweater .The revelation seems to have left Kay a little shaken . he flips to a blank page .He glances down at his few remaining articles of clothing .Kay stands to unbuckle his belt , glancing around the yard again . He unzips and steps out of his sharply creased flannel legs . His thighs are thin and pale .Whale swallows a wince , trying to block the pain pushing against his skull .Whale clutches at the air , suddenly notices that his hand is empty . He looks down and sees the cigar on the flagstones .Whale bends down to retrieve his cigar - and the change of gravity drives a spike through his skull .Whale turns toward the froggy voice .He forces himself up with one hand . Kay finally looks up , notices Whale 's colorless lips and desperate eyes .Whale lurches from the table . Kay jumps forward , catching him under an arm .He leans against Kay , who leads him toward the studio .

Hanna runs down the path , clutching the front of her apron in two tight fists .

Hanna swings open the screen door - and grimaces when she sees Kay in his BVDs . He is kneeling next to Whale , who is stretched out on the daybed .She goes to Whale , scooping different bottles from the pocket of her apron .She empties a pill into her palm . Whale places it into his mouth and takes the glass of Water Kay passes over Hanna 's shoulder . Whale swallows the pill , then glances up at Kay , feigning surprise .Kay frantically crosses his arms over his chest and middle , turns to Hanna .Kay hurries outside to retrieve his clothes . Hanna undoes Whale 's bow tie . She makes no attempt to be gentle .Hanna nods , moves to the door . Whale closes his eyes , breathes deeply , trying to block the throbbing SOUND in his brain . We CUT TO :

The noise is deafening - the clank of chains , the screech of wheels and the endless banging of hammers . William Whale continues to knock away at the hot casting . The rhythmic sound blends into the insistent knocking of : A FIST which smashes against sheet metal .

Clay Boone 's eyes dart open .A baseball - capped head is visible through the louvered glass in the trailer 's door . DWIGHT JOAD , 30 , Clay 's neighbor , squints to see inside .Clay glances over , seems surprised to see a naked back facing him on the bare mattress .The girl stirs , turns to face him . She is 18 at most .She presses her naked body against Clay 's .Clay takes a deep breath , trying to clear the gumminess from his brain .Daisy smiles at her own joke . Clay frowns .

Jesus, Boone. You come in here proud as a peacock because some old coot wants to paint your picture. We're just bringing you back to earth.

I loved it. I want a switch like that in my trailer, so I can blow us to kingdom come when things do n't go my way.

Damn but it's getting drunk in here. Late too. The bride of Dwight is going to bite my head off.

Whale ponders the half - painted canvas , clearly distressed by his lack of progress . The stillness is punctured by the sound of Clay 's lawnmower being dragged up the brick steps . Whale smiles , puts down his brush .

Clay stops , turns around , feeling someone 's eyes watching him .The mower slips out of Clay 's hands momentarily . he looks around , spots Whale inside the studio .The screen door squeaks open , clatters shut . A leather slipper and rubber - tipped cane appear . Whale strolls into view , smiling .Whale 's cane trembles in his skeletal hand . His frailty chips away at Clay 's resolve .Clay hoses the crumbs of grass off his arms . He dries his hands and arms with his hat , then wads it up and stuffs it into his shirt to wipe out his armpits .

Clay stands at the screen door .Whale sits on a daybed , next to a pile of newspapers . He gestures at a wooden armchair across from him .Clay glances at the unframed canvases on the wall and stacked in the corners .Clay sits up , surprised , skeptical and impressed all at once .Clay jumps up to open the screen door . Hanna walks past , refusing to look at him . She sets the tray on a table very hard , ringing the glasses and silverware .Hanna flares her nostrils at him .Hanna stares up at Clay .She shakes her head and marches out the door . Clay returns to his chair and sits down again .Clay nods , chugs his tea . When he lowers the glass , he finds the old man watching him .Whale 's gaze deepens . He laughs lightly .Clay takes a moment to size up Whale - whose innocent , slightly befuddled smile makes him appear about as threatening as a box of cornflakes .Whale lifts his glass , takes a small sip of tea .

Clay fetches a pair of hedge clippers from his truck . He ca n't help stopping by the side - view mirror to look at his face .

Doctors and technicians flash lights into Whale 's eyes . test his reflexes . inject him with radioactive isotope . Whale sits very still with his head behind a fluoroscope screen while two doctors murmur over the image .

A pair of X rays are slapped wet on a light board . Two skulls , one facing forward , the other in profile . DR. PAYNE , a bland young neurologist , points to a smudge in the side - view X ray .The venetian blinds of the examining room are closed . Whale sits calmly , flanneled legs crossed at the knees , gazing at his own skull .Payne turns off the light board and goes to the venetian blinds . The room is instantly full of sun .The doctor responds with a sympathetic gaze . Whale nods solemnly .

This is the area of infarction. By which we mean the portion of brain affected by the stroke.

You're a lucky man, Mr. Whale. Whatever damage was done by your stroke, it left your motor abilities relatively unimpaired.

The central nervous system selects items from a constant storm of sensations. Whatever was killed in your stroke appears to have short - circuited this mechanism. Parts of your brain now seem to be firing at random.

That's as good a way as any to describe it. I've seen far worse cases. You might even learn to enjoy these walks down memory lane.

In a manner of speaking. I've never encountered the olfactory hallucinations, but I'm sure they're related.

Take the Luminal to sleep, or whenever you feel an attack coming on.

Whale makes his way toward the stairs . He passes a stoop - shouldered ELDERLY WOMAN who leans on the arm of her middle - aged DAUGHTER . Then an OLD MAN in a wheelchair , his eyes brimming with bewilderment and despair .

Hanna opens the door . Clay wears dungarees and a white dress shirt .She gestures him in , shuts the door .

Clay follows Hanna into the kitchen .She thrusts a TV tray toward him . Two glasses , two bottles of beer , a bottle of Coke .

Clay opens the squeaking door and enters behind Hanna . Whale stands at a drafting table , sharpening a pencil . Hanna sets the tray down .She goes toward the door , wrinkling her forehead at Clay . The screen door bangs shut .Whale opens a bottle of beer , pours it into a glass , hands it to Clay . He gestures to a chair .Clay sits . He pulls a `` TV Guide '' out of his back pocket .Clay takes a swig of beer and sets the glass on the floor .Whale stares at Clay .He lifts a drop cloth off a footlocker , revealing a stack of `` Physique '' magazines . Whale casually covers them with a newspaper .He unbuttons the shirt and pulls it off .Clay adjusts his belt buckle as Whale hangs the shirt on a wall peg . He moves back to the easel again .The arm with the tattoo faces the easel . Clay smirks .A clatter of pencils in the easel 's tray , followed by a moment of silence . Finally , a low , whistly scratch . Clay concentrates on keeping still , focusing on an open window .Clay wipes a thin line of sweat from his waist .Whale suddenly sniffs , as if smelling something . He sniffs several times more but continues to draw .Whale stops . He lets out a bitter laugh .Clay stares out blankly .Whale 's voice has changed , becoming more pinched and nasal .Whale seems completely lost in the past by now .Whale peers out from behind the square of paper . He pales when he sees his father William , his face covered with grime , glaring at him from across the room . Whale retreats behind the pad , takes a breath .Relief floods Whale 's face . He looks out , smiles at Clay .Whale rubs a hand across his eyes and steps into the open .Whale pulls the cover sheet over the pad to hide what he 's drawn so far .

The place is dead . There 's only Clay and Dwight sitting at the bar with the owner , HARRY , a balding hep cat with a scraggly tuft of beard . And , in a booth , KID SAYLOR , a cocky 20 - year - old , necking with a pony - tailed TEENAGER .BETTY CARTWRIGHT appears behind the bar , lugging a bucket of ice from the storeroom . She 's an attractive woman in her early 30s , big - boned and almost as tall as Clay .Clay reacts to the silent treatment with a tight smile .She sets down two bottles of Pabst without looking at Clay .Betty glares at Clay , who realizes he 's gone too far .Harry reaches up , turns on a battered Motorola . On the tv , a voice announces : `` Tonight , Boris Karloff in ` The Bride of Frankenstein . ' '' The titles come on . Ending with the phrase `` Directed by '' , which floats over a white blob . The blob jumps forward to form letters : `` James Whale . ''The movie starts . The Monster being roasted alive in the flaming wreckage of a mill .In a flooded crater under the mill , the Monster kills an old man . He climbs up , flips the man 's wife into the pit below . An owl blinks impassively .Minnie , a hatchet - faced woman with fluttering ribbons , is now alone with the Monster .

Ca n't say that I have. Ca n't say I've heard of a lot of people though.

I say let loverboy watch his movie. And be grateful Boone's not cutting Shirley Temple's lawn.

Sounds screwy to me. I ca n't imagine a real artist wanting to spend time looking at that kisser.

I bet this is just some fruit pretending to be famous. So he can get in the big guy's pants.

All right, then. He's interested in you for your conversation. We know what a great talker you are.

Sick stuff. Necrophilia. I wonder if they knew how sick they were.

She took the night off. Heavy date. Some guy she's had her eye on for a while.

These old movies are such a hoot. They thought they were being scary, but they're just funny.

It means it's too cold to go swimming. And I do n't mean the water.

Do you realize you're more interested in this old goober than you ever were in me?

No, I'm actually kind of glad it happened. It made me wonder what the hell I was doing with my life. Letting you pull me into bed whenever the spirit moved you.

You know, I just ca n't do that anymore. I still have time to get things right. Get married again -

The look on your face! You're not marriage material. You're not even boyfriend material. You're a kid. A big, fun, slightly irresponsible kid.

What are you then? What will you be ten years from now? Still cutting lawns? Still banging horny divorcees in your trailer?

Sure you're free, for now at least. But how long before you're just alone? Pathetic and alone.

Is that all this conversation means to you? Am I going to put out or not?

From here on out, Boone, you're just another tired old face on the other side of the bar.

Whale and Hanna are in bathrobes and slippers , and there is a glass of milk and a plate of cookies on Whale 's TV tray . On the tv , Minnie -LRB- played by UNA O'CONNOR -RRB- squeaks and whimpers and screams . Whale laughs .But Hanna is n't amused . She unclenches her arms to close the bathrobe over her throat .Minnie flees in a bowlegged jig up the hill . Whale smiles again .

On the tv , Dr. Pretorius -LRB- played by Ernest Thesiger -RRB- delivers a toast with inimitably ripe enunciation : `` To a new world of gods and monsters ! '' Dwight and Harry and Betty all laugh .Suddenly the tinny tv soundtrack is drowned out by the voice of Elvis Presley . Kid Saylor bends over the jukebox , wagging his denim butt and tapping a high - top sneaker .Clay jumps from his stool . Saylor sees him coming , steps aside .Clay slams the heel of his hand against Saylor 's chest . The boy staggers backward . Clay grabs the corner of the jukebox and jerks it from the wall ; the needle scratches across the song . Saylor holds up both hands in a nervous surrender .Clay returns to the bar and uprights the stool . Saylor escorts his girl to the door .On the tv , the blind man thanks God for sending him a friend .

Hanna 's frown pops open .In a crypt , the Monster meets Dr. Pretorius , who is having a midnight snack on top of a closed coffin . `` Friend ? '' the monster asks . `` Yes , I hope so , '' answers Pretorius , without batting an eyelash . He offers the Monster a drink , then adds : `` Have a cigar . They 're my only weakness . ''On the tv , the Monster groans : `` Love dead . Hate living . '' Whale 's focus sharpens , prompted by the unexpected discussion of death .

The Monster holds a skull in both hands and happily growls , `` Wiiife . '' Betty , shudders , for real this time .

Dr. Frankenstein and Pretorius make their final preparations . Frankenstein inquires where the fresh heart came from . `` There are always accidental deaths occurring , '' Pretorius replies . `` Always . '' Once again , Whale responds to the talk of death .

Finally , the Bride comes to life . She looks up , down , left , right , uncertain who she is . The Monster stares tenderly . `` Friend ? '' He timidly touches her arm and she screams .The Monster is heartbroken . Nobody loves him , not even his Bride .

The Bride shrieks again .The Monster 's pain turns to anger . He tears through the lab , orders Frankenstein to escape with his wife . But he wants Pretorius and the Bride to stay . `` We belong dead . '' Whale reacts sharply to the line . The Monster blows up the laboratory and the movie ends . Hanna shivers as she stands .She hits the button on the Magnavox with the flat of her palm .

Betty turns off the Motorola .Harry stands up and stretches . Clay remains seated .He wobbles when he climbs off his stool .He tilts toward the door .He waits to see how Betty reacts . She shrugs . Harry takes his book and cash drawer to the back door .He gives Clay one last look and goes out to the breezeway and his apartment .Clay leans down to plug in the jukebox .She snaps her mouth open and imitates the Bride 's furious cat hiss .He patiently waits by the door while Betty turns out the lights . She walks briskly through the glow of the jukebox , waving Clay outside with her hand .

Betty pulls the door shut and bends over to lock it . Clay catches a glimpse of skin in the side slit of her shirttail .Betty 's eyes blink in mock surprise .She opens the door of her Chevy . Clay grabs it with both hands to keep her from getting in .Betty hesitates , then looks him sharply in the eye .Betty bursts out laughing .Clay glares at her , his jaw working forward in anger .Clay 's anger jumps from his jaw into his shoulders and arms . He grabs the door handle .Betty quickly gets into the car . before she can pull the door shut , Clay slams it on her , hard . Her hands leap in front of her face , as if he 'd hit her . The look of fear in her eyes startles Clay out of his rage .She frantically turns the key in the ignition and the Chevy pulls out .The car screeches away . Clay stumbles across the highway .

Clay comes to the dump at the end of the canyon . He climbs into it , kicking at loose cans .He shouts the word at the cliff , for the raw , sudden violence of shouting .A dog in the carport starts to bark . The sound of Clay 's pain echoes off the canyon as we CUT TO :

Whale is sitting up n bed when Hanna knocks . She enters with a tray loaded with bottles and vials .Whale takes the pills , one by one , until he comes to the bottle of Luminal . He opens the pheno bottle to shake out a capsule and a dozen spill into his palm . He stares at them .

Hanna opens the door , gasps when she sees Whale lying motionless on the bed . She spots the empty bottle of Luminal .Hanna kneels next to the body . She makes a Sign on the Cross , launches into a frantic `` Hail Mary . '' We CUT TO :

Whale snorts at the imagined scene . One by one , he returns the capsules to their bottle , until a single pill remains . He places it on the table , then turns out the lamp and lies on his back in the dark , waiting for sleep . The distant sound of laughter invades the darkness . Whale sits up , straining to identify the voices . The bedroom wall opposite him melts away , revealing :

ELSA LANCHESTER and BORIS KARLOFF sit side by side in dentist chairs , cloths around their necks , heads tilted back . JACK PIERCE , the makeup artist , is patting the hair drawn over a cage on Elsa 's head . He looks up , sees Whale , and breaks into a conspiratorial grin . Elsa 's eyes are closed ; she has n't heard whale enter .Whale tiptoes in for a better look . Karloff has a mouthpiece to help him breathe while the assistant adds another coat of green sizing to the still incomplete makeup .Elsa 's eyes snap open . There are no mirrors on the walls .Karloff shrugs , irked that she 's getting all the attention . Jack Pierce lifts a large mirror .Elsa stares at the beautiful corpse in the mirror . She snaps her head left , right , up , down , startled by the sight of herself , electrocuted into frightened , spastic jerks .As Whale observes his star we see her spasms through his eyes - as a series of dissonant , line - jumping close - ups .Whale scans the page of shooting script , the margin marked in pencil : CU , MS , MLS . Whale pencils in a bracket and scribbles : CU a , b , c , d - MOS .The assistant removes his mouthpiece .

Uh - oh. The way you look at me, James. What have you done this time?

And you said there'd be some of me left. Nobody's going to know me in this getup.

In the sequel, James, two lady scientists should make a monster. And our monster would be Gary Cooper.

I saw Una O'Conner a few weeks ago. She said you'd been under the weather.

Is that Boris? Our little chum appears to be arranging a reunion.

Boris, darling. I did n't know you were here. These public revels are hardly up your alley.

Of course she's a lady. What did you expect? A hussy in tennis shoes?

I came for the sake of my visiting niece. Alice. And Miranda, my great - niece.

The interior of Stage C is completely filled by the laboratory set . Electricians adjust the lights on the wooden tower beside the Bride 's table . COLIN CLIVE -LRB- Dr. Frankenstein -RRB- and ERNEST THESIGER -LRB- Dr. Pretorius -RRB- sit off to the side , in full makeup and costume . Clive mumbles earnestly over his script . Thesiger pinches his face over the needle he dips in and out of an embroidery ring . Whale comes on the set with Elsa on his arm . She walks regally beside him , the train of her long white robe thrown over one arm . There 's a wolf whistle from overhead , and applause , causing Elsa to curtsy to her admirers . Thesiger takes her hand , leans back to study her .Clive walks over , glumly .Whale sees through the excuse , rests an arm on Clive 's shoulder .Clive grits his teeth and nods . Whale positions them in front of the upended table , Clive and Thesiger holding Elsa 's robe out by the hems . The shadow of the sound boom passes back and forth while they rehearse .Elsa giggles . Clive looks distraught - which brings some life to his stiffness . Whale sees this , decides to tune it higher .Clive 's distress reads clearly now . He is twitchy and alive .He sits in the canvas director 's chair , nods to the assistant director .The warning bell rings .The lights sizzle and blaze .A young man with a clapboard steps in front of the camera .The Bride snaps her head in various directions . Thesiger slopes back , fingers splayed , intoxicated by his creation :Whale sits with his legs crossed , jogging his raised foot as if conducting the scene with his show . Fully engaged , intensely alive . We CUT TO :

My God. Is the audience to presume that Colin and I have done her hair? I thought we were mad scientists, not hairdressers.

Oh no, my dear. You look absolutely amazing. There's no way I can compete with you. The scene is yours.

My line nowadays runs to Rin Tin Tin. Dogs are so much more dependable than men.

I gather we not only did her hair but dressed her. What a couple of queens we are, Colin.

Whale glances at the clock , sees that it is 3:15 . He is wide awake . He reaches over , picks up the Luminal .Whale reluctantly places the pill on his tongue and swallows . He rests his head on the pillow and stares at the ceiling , where the reflection of the window sheers casts an ever - shifting pattern of light and dark . We move down to reveal :

It 's a cobblestone cell , a plaster set from `` Bride of Frankenstein . '' Whale sits in a massive chair , straining against thick iron chains , as a lightning storm rages outside . In the distance , heavy footsteps , coming closer , until the cell door is filled with the silhouette of the Monster . Whale hardly dares to breathe as the Monster rips off the door and enters the cell . The Monster steps into the light , allowing us to see his face for the first time . It is Clay Boone , dressed in a Marine parade uniform . He uses his hedge clippers to cut the chains from around Whale 's chest .Clay leans down and takes Whale in his arms , cradling him like a child . They move across the sound stage - Clay carefully sidestepping the lights and cables on the floor - until they reach the next set :

Clay carries Whale past a painted backdrop of a stormy English countryside .

Whale lies on the Bride 's table . Clay pulls on a doctor 's smock , picks up a scalpel from a table covered with various medical instruments . he carves a thin circle around the top of Whale 's forehead . Then , with one deft movement , he pops off Whale 's scalp and pulls out the brain . It is soot - covered , charred , used up . Whale watches with detached fascination as Clay tosses it on the floor , then takes a throbbing , luminous mass from a tray . Clay inserts the new brain into Whale 's skull , sutures the scalp back into place . he fastens the conducting clamps around Whale 's temples , then throws the heavy circuit breaker . Lights throb with bursts of energy . loose sparks crackle . rotary sparks create snapping circles of fire . as the energy of the raging storm is harnessed into the machinery . Clay steps back to take in his handiwork . A sudden look of panic fills Whale 's face .Clay glances down at Whale , whose breathing is slowing . Realizing that the new brain has n't taken :A serenity suffuses Whale 's features as he stares up at the pale flicker of lightning . His breathing finally stops , his face a tranquil mask of death . We CUT TO :

Whale wakes with a start . He checks the clock , sees that it 's past nine . He presses an intercom button on the bedside table .Whale sits up , drinks in the sunlight . He notices some grass clippings and leaves scattered on the bedspread .Whale turns and sees Clay lying next to him . He gasps .Clay 's hands close around Whale 's neck . We CUT TO :

Whale opens his eyes groggily . He scans the room in panic , clearly unable to get his bearings . Whale tries to stand but his legs give way beneath him .

Whale and Hanna stare straight out as she reaches down and unbuttons the tiny buttons on his pajama fly . Whale supports himself with one hand on Hanna 's shoulder as he relieves himself with the other .

Whale sits up in bed , staring dumbly at the morning paper . Hanna reaches in to take away the breakfast tray .A thin smile forms on Whale 's face .

Clay prunes the roses on the front lawn . Hanna appears , frowning .Hanna goes inside . Clay rolls the mower down the path .

Clay knocks on the bottom of the Dutch door as he lifts the latch and walks in . He is wearing a fresh madras shirt .He sits at the kitchen table .She eyes him suspiciously , shrugs , pours a glass of tea . Clay notices a Bible on the counter .Hanna twists her head around with such an indignant look that Clay bursts out laughing . She realizes that she is being teased .Hanna stares at Clay until his smile fades . She resumes her chopping in silence .She loses patience with Clay 's blank look .Clay slowly sits up .Off in the distance , a throat loudly trumpets itself clear .Clay gets up slowly , reluctant to leave the room .

Whale comes forward as Clay enters , offering a hand at the end of a spindly wrist .A hesitant smile from Clay . Whale picks a stack of mail off the table , rifles through envelopes .He returns the stack to the table but holds on to a square envelope .Clay looks off while Whale opens the envelope .He is examining a folded card . He rubs a thumb over the printed lettering .His lips smack open in disgust .He tosses the invitation on the table .He holds out an open hand so that Clay can precede him into the dining room .

Hanna sets down two steaming plates of omelettes . Whale hands a glass of red wine to Clay .They both take a sip of wine .Hanna nods , steals a glance at Clay as she leaves .Whale gazes pointedly at Clay , who eats with his elbows on the table , quickly bolting the hot omelette .Clay looks up .Whale tilts a scrutinizing eye at Clay .

Clay starts to bite the tip off a cigar .Whale passes him a gold penknife .Clay hands a clipped cigar back to Whale .The other cigar crunches faintly between Clay 's fingers .Clay suddenly laughs . Whale 's smile deepens .Whale continues to smile , slyly .Clay has no answer . He gives in with a sigh .

Clay sits sideways on the chair again . Whale stands at the easel .Whale steps forward .Whale 's hands to in . Clay 's flesh tightens ; he shrinks back . The hands stop , palms raised .Whale 's thumb and fingers unpluck buttons in midair .Whale takes a step back . His eyes are locked on Clay , fascinated by his temper .Whale glides behind the easel . The pencils rattle in the tray .Clay glances out the window . Feigning a merely casual interest :Whale backs away from the easel and stares at the paper with a sour frown .A shadow passes over Whale 's eyes . He presses two fingers against his temple .Whale stops himself . He smiles gently at Clay .Whale reaches into his pocket , takes out the bottle of Luminal .Whale moves across the room to the screen door .Whale places a pill on his tongue and swallows . He fixes Clay with a pinched smile .Clay sits uncomfortably in his chair . His face flushes .Clay explodes out of his chair , knocking over a small side table .He looms over Whale , whose breathing starts to quicken .Before Whale can respond Clay storms out , nearly ripping the screen door off its hinges . Whale sits on the daybed , takes a few quick breaths . Suddenly the air is filled with the sounds of people cavorting in the pool . Whale looks up , sees a young man standing outside the screen door . It is now dark outside .Whale offers a melancholy smile .The man shrugs , disappears into the shadows . We move across the room and through the door .

Whale sits in a director 's chair , a martini in one hand , a cigar in the other , a harmless old uncle watching young men swagger and splash in the pool .He glances over , sees Clay in plaid bathing trunks , sitting apart from the others . He is puffing on a Camel .Clay ignores him . Whale puts down his martini and cigar , picks up a Polaroid camera . He moves over to clay .Whale removes Clay 's cigarette , crushes it with his shoe . Behind him , the pool is now a pit full of naked shadows .Whale touches Clay 's bare chest . Clay grabs hold of his wrist , causing the old man to yelp in pain . In the pool , the extras shriek in alarm . Clay 's hands close tightly around Whale 's throat .

Whale 's hands fly to his throat . He opens his eyes and gasps greedily for air , the young men 's screams lingering in the room . There is a look of genuine terror on his face .

The sun goes down . Clay wearily pushes his lawnmower , struggling to concentrate on the darkened lawn .

The smug PROPERTY OWNER peers out at Clay from behind a screen door .Clay takes a deep breath . He ca n't afford to get angry .The owner flicks on the light .

Should have been here when you said you would. You whack off a tow, do n't think about taking me to court.

Do n't take that tone with me, bub. There's Japs in this town that work cheaper and do flowers too.

Clay presses through the Saturday night crowd . Clay cranes his neck to scan the crowd .Harry smiles pointedly at Clay , hands him the beer .Clay turns his back on the bar . He sees Dwight moving through the crowd .Dwight nods , a little coolly .Dwight 's WIFE , a pert , steely - eyed brunette , places a firm hand on his shoulder . Dwight shrugs , heads toward the door . Clay turns . A pretty , too - tan BLONDE WOMAN in her early 30s is standing at the end of the bar , eyeing Clay . He lifts his glass and she responds with an open smile .

Clay and the woman go at it , their shadows visible through the glass louvers .

Clay tugs on a cord and the harsh overhead fluorescent buzzes to life . He splashes his face with water , then catches his reflection in the mirror .

Clay leafs through an oversized folio , bound copies of The New York Times . He glances at an article from 1936 . `` Interview With a Passing Whale . '' There is a picture of Whale , captioned `` Famous British Director . '' A LIBRARIAN approaches with more leatherbound books .Clay takes the books , opens one .

Whale eats lunch off a TV tray . His attention remains focused on `` Queen for a Day '' as Hanna clomps into the room behind him .Whale turns . His face registers surprise when he sees Clay .Hanna retreats toward the kitchen . Clay steps tentatively into the room .Whale holds up two fingers , affects an American accent .Clay smiles .

Whale and Boone are back in their familiar positions . An empty glass of beer sits on the floor next to Clay .Whale nods , sensing that he 's touched a sore spot .Clay breaks his pose to turn and look at Whale .Whale clears his throat , bored by his standard line .Now he 's talking only to himself .Whale looks up at Clay , stares at him .

LEONARD BARNETT , 19 , boyish and handsome , peers into a periscope . Whale stands beside him , pointing out landmarks on the bleak landscape .Whale reaches over and lays his arm across Barnett 's shoulder . Barnett smiles timidly at him . We CUT TO :

Whale leans forward , completely disoriented . His eyes fix on Clay , the white eyebrows screwed down , until he is able to recognize the face .Whale stands , his legs shaky .Whale stands over Clay . His pale face turns left , right , looking at Clay with one cold eye , then the other . Clay returns the gaze , worried for Whale .Whale turns away . He yanks out a handkerchief .He sits on the daybed and bends over , covering both eyes with the handkerchief .His pained eyes focus on Clay , and soften .Clay gets up and goes to the sink .Clay hands him the water .Whale sets the glass down and sits with his head lowered , his body folded like a bundle of sticks .Whale shakes his head sadly . He gazes up at Clay , sees the disappointment on his face .Whale smiles gently .

The sun is setting over the Pacific . Clay stands in a phone booth on the strand .

Clay smiles anxiously as the call connects .Clay pauses as his mother shoots questions at him .We hear the phrase : `` She 's out , Clay . '' Clay closes his eyes as his mother rambles on .Clay tries to stay calm as his mother berates him for not staying in touch .Before Clay can protest we hear : `` Hold on . '' Clay glances out at couples strolling up the promenade . An operator interrupts , says : `` One dollar for the next three minutes . '' Clay deposits two quarters before his mother returns . `` He 's busy , Clay . ''The operator comes on again , asking for fifty more cents . Clay stares at the quarters in his hand .Clay listens as his mother prattles on , until the connection is broken and the phone goes dead . Clay steps out of the booth , takes a deep breath of ocean air .

Whale and Hanna go through the closet together .Whale stops , turns to Hanna .The naughty remark is met with a solemn stare . Whale reaches up , chooses a lightweight blue suit .The phone rings . Hanna hurries to answer it .

Hanna speaks softly in Hungarian . Whale points upstairs to let her know he will look for the hat himself .

Whale opens the closet door and takes down a stack of hatboxes from the overhead shelf . He opens the first box , takes out a rubbery wad of heavy fabric with two round windows like eyes . It 's a gas mask . We CUT TO :

The night sky explodes with light and smoke . Whale moves calmly through the chaos , trying to maintain a modicum of order among the troops .At the end of the line , young Barnett is struggling with his straps . Mustard gas is starting to stream into the trench .Whale slips the mask over Barnett 's face , fastens it . He slides his own mask into position moments before the trench is obliterated by the yellowish smoke . We CUT TO :

Hanna stands in the door with a forlorn frown .Hanna lifts the lid of an unopened box to show him the missing fedora .Hanna holds out the box for the gas mask . Whale gives it a long , final look , then drops it in the box .Hanna clamps the lid on the box .

Hanna has opened the door . At the end of the hall , silhouetted against the bright afternoon sky , is Clay . His shoulders fill the doorway . The top of his head is perfectly flat .Clay steps into the light . His khaki pants are clean and pressed . A blue knit shirt fits his muscles snugly .

Whale crosses to the passenger side of the Chrysler .Clay squeezes behind the wheel , shifts the seat back , explores switches . The vinyl top pops up and folds backward . Whale gets in . Clay starts the engine and backs out .

Hanna stands at the front door , hands tangled in her apron . Whale tugs his hat brim at her as the car swings around the driveway . Whale smiles at the wide open sky overhead . Clay steps on the gas and the Chrysler takes off .

The party is clearly audible from the road , where Clay has squeezed the Chrysler into a long row of shiny cars nuzzling the high brick wall . Whale puts his dark glasses on .They walk up the steep road to the gatehouse .A WOMAN at the gate inspects the invitation , waves them through .

A sunny patio with hedges and statues . Wickets and stakes have been set up for a game of croquet , but only a handful of very tanned children strut around with mallets .Whale scans the crowd .Clay follows Whale toward a trellis alcove covered in ivy . A handful of people grin at the mismatched couple who stand in the shade : a homely older man in glasses and a pretty woman in a white dress with polka dots . GEORGE CUKOR and PRINCESS MARGARET .Whale forgets to remove his hat when he comes forward . Before he can give Cukor their names Princess Margaret 's polite smile bursts open in a joyful display of teeth .She seizes Whale 's hand in her little white gloves .Standing beside him , Clay is clearly impressed that Whale knows a princess .Whale realizes she 's mistaken him for someone else . He tugs his sunglasses down his nose so she can see his eyes .Whale attempts to chuckle while he fights a feeling of humiliation . He turns to Cukor for help .Whale feels the sting . He turns to Clay .Clay steps forward to shake hands .Cukor 's face goes blank with indignation .Whale narrows his eyes at Cukor and sharpens his smile .Cukor puffs out his chest , quivers a bulbous lower lip at Whale .He leads Clay away and an American couple promptly crowd in to take their place . Striding through the garden , Whale is obviously pleased with himself .Whale leads Clay to a tented bar . Across the way , David Lewis has come through the gate with a WOMAN on his arm . People look discreetly , not at David but at the woman , lightly veiled in a scarf and sunglasses .Clay watches in amazement as ELIZABETH TAYLOR waves to someone and pipes out a happy hello . She hurriedly unties her scarf , thrusts it at David and runs off on tiptoes to embrace a woman .David glances around while he slips the scarf into a coat pocket . He sees Whale looking at him . He puts on a tight smile and strolls across the patio .The waiter arrives with their drinks . Only when Clay takes his glass of beer does David see that Whale is not alone .David freezes . Whale lifts his martini glass at Clay and takes a sip .Clay clears his throat , eager to escape this domestic squabble .He hurries off .David is looking over Whale 's shoulder .Whale nods , watches David stroll over to the pool and greet a gaggle of executives . Whale drifts toward some deck chairs at the far end of the croquet lawn . He sits , takes a sip of his drink . Suddenly a high - pitched giggle pierces the air .Whale looks out to see Edmund Kay , his interviewer from several weeks ago , marching across the lawn .Whale tries to do just that , but finds himself caught in the chair . He is stumbling to his feet when Kay returns with Elsa Lanchester , 55 , at his side .She takes Whale 's hand , with a look of deep concern and sympathy . Kay races off again .She swats aside the compliment and gestures at the chair .Kay returns , accompanied by a stopped , gray - haired man with a long rectangular face and wary , heavy - lidded eyes .Karloff , age 70 , comes reluctantly , followed by his niece ALICE , a bashful young woman who carried a blanket - wrapped bundle .His huge hand lifts the blanket in Alice 's arms , revealing a bald infant with enormous blue eyes . Karloff gurgles and coos at the child .Whale looks up and discovers Clay standing a few feet behind Karloff . He is ogling two bosomy actresses who are listening intently to the monocled British consul . Whale 's eyes try to focus Karloff and Clay together , his once and future monsters . Kay shouts to a passing photographer carrying a bulky Speed Graphic .The man scans the scene for a famous face .Clay looks up when he hears Kay identify Karloff .Karloff and Elsa drift into position next to Whale . The flash goes off , a snap and a crunch of light . Whale cringes in pain .Another flash . From Whale 's perspective , the bulb resembles nothing so much as the translucent tube of electrical current from Dr. Frankenstein 's laboratory . Whale concentrates on his smile as another snap of light stabs his brain . He clutches Elsa Lanchester 's hand .A sharp nod from Whale . The photographer motions to Karloff 's niece .Alice hands over the baby . Karloff gently cradles the child . Whale stands on his left , Elsa on his right . They all smile at the baby , who gurgles and points up . Whale follows the baby 's gaze to the sky , where a large kite rocks and strains in a furious electrical storm . The camera flashes once , then again .Whale glances up - the kite is gone . Thunder rumbles as the group starts to disperse . Whale nods to the faces exchanging good - byes .He strolls off , clucking and cooing at his baby .He goes off with the photographer . Elsa kisses Whale on the cheek .Finally Whale is alone . He staggers to the deck chair and lowers himself sideways into the lawn chair .Whale gazes up at Clay .Clay nods . Whale smiles at him .Across the lawn , conversation has stopped . Birdlike shrieks come from all directions .The rain is only a flickering of air , but people are jumping and shrieking , throwing coats over their heads as they dash toward the house .He takes Whale under the arm , helps him up and escorts him to a small tent . On the patio , everyone shoves and squeezes to get through the one open door . Whale stares out , hypnotized by the deluge . From his POV , we see a young man step into the rain . Whale squints , is finally able to identify the man as Leonard Barnett . Whale 's eyes follow Barnett as he emerges onto a new landscape , a scarred and barren battlefield . As the storm continues to rage :Whale shifts his gaze to Clay . He takes a moment to orient himself .Whale adjusts the brim of his hat and steps into the downpour . Clay has no choice except to follow . They walk briskly , the minute splashes on Whale 's hat forming a ghostly aura of spray .

Can we get together while I'm in town? I so badly want to sit for you again.

I've changed my hair, you see. Since our last session. Those old snaps look rather dowdy now.

I am such a goose. I mistook you for Cecil Beaton. It's the hat. You're wearing one of Cecil's hats, you know.

Yes. Of course. One ca n't throw a rock in this town without hitting one of us old movie directors.

Whale opens the door and climbs in next to Clay . The roof slowly closes over them .Clay glances over , sees Whale sitting very wet and rigid , staring straight ahead .Whale blinks , slowly turns . There is a cracked look in his eyes .Clay smiles , starts to back the car out .

The hallway is pitch - dark as Whale and Clay enter .No response .Whale goes squashing down the hall . Clay remains just inside the open door , prying off his shoes and peeling off his socks . He follows Whale into :

Whale stands over the table with his jaw open .He slides a note to Clay .

Whale stands just inside the closet , buttoning a crisp white shirt . He reaches for a red bow tie , closes the closet door . In the mirror , Leonard Barnett stands behind him , in uniform . Whale 's eyes twinkle in surprise . He drapes the tie around his collar .Barnett smiles his approval .

Clay opens the bathroom door , calls out .No answer . He goes to the top of the stairs and calls out .Again , nothing . Rain ticks against the windows . Clay goes down the stairs .

Whale fiddles with the knot of his tie .Barnett sits on the edge of the bed now . He smiles , a bit sadly .

There 's glow coming from the bedroom , and the sound of Whale 's voice .Clay steps slowly toward the door , pushes it open . He peers in .

Whale pulls on a blazer .Whale jumps . He slaps a hand over his chest , twists around , sees Clay .Whale crosses to the closet . Barnett is nowhere to be seen .Clay chuckles . Whale smiles .He takes a robe from a hook on the closet door . Clay tries it on but it wo n't close over the towel .Whale opens a drawer , takes out a crewneck sweater .Clay pulls the sweater over his head .Clay notices a framed drawing on the desk .He hands the sketch to Clay , who stares down at the famous flat head , hooded eyes , bolted neck of the Monster .Clay puts down the sketch , starts into the hall . Whale turns back , sees Barnett standing by the window . Whale flips off the light and closes the door .

Clay sits at the kitchen table . Whale opens the refrigerator and brings out two plates wrapped in wax paper , and a bottle of beer for Clay . He pours himself a shot of Scotch from a decanter and sits down .Clay munches on his sandwich . Whale pours himself another Scotch , takes a sip .Clay stops chewing . He stares down at his plate .He takes a deep breath , looks up at Whale .Clay downs his beer , refills the glass .Whale gazes sympathetically at Clay .A look of surprise crosses Whale 's face .He breaks into a crooked smile .Whale lifts his glass in a toast . Clay empties his glass of beer . He motions toward the decanter .He hands the decanter to Clay .

Clay sits in a straight - backed chair , smoking a cigarette and sipping his Scotch . Whale sketches from a wing chair across the room .Whale looks up .Whale 's gaze remains dreamy and preoccupied as SOUNDS of battle fill the room . A relentless rat - a - tat of gunfire . The whistling of bombs . The tortured wailing of dying men . Whale stands , moves over to the window .Whale gazes out at the storm . From his POV , we see a scarred and barren landscape , illuminated by occasional flashes of lightning .

We race along the open trench with Whale , the darkened sky intermittently punctured by bursts of gunfire . He reaches the periscope , pulls an enlisted man off it . From his POV , we see Barnett and McGill dodging bullets as they attempt to make their way back .McGill leaps over the barbed wire of a forward trench . Barnett follows . Just as his feet leave the ground his chest is riddled by a fresh round of gunfire . Whale 's eyes snap closed , trying to obliterate what they 've just seen .

Whale stares out impassively .Clay 's eyes are filled with pity .Whale begins to hum , a tune we have heard before :Whale remains perfectly still , staring out the window . Clay deliberates a moment , then puts down his drink next to the decanter of Scotch . He stands and yanks the neck of the sweater over his face , then tosses it on the sofa . Whale blinks at the reflection in the glass , not yet understanding .Clay pulls at the knot , lets go of the towel . He defiantly parks his hands on his hips .Whale continues to stare at the reflection , his back to Clay , his eyes wide and expressionless . He turns slowly , fully expecting the vision to evaporate . When he sees that Clay is truly naked he mutters softly under his breath .Whale does n't respond . Finally he opens his mouth to take a breath .Whale moves abruptly across the room . He walks past Clay .

Whale passes quickly through the dining room and out to the kitchen .

Whale reaches for the hatbox , which sits on top of a garbage can . Suddenly a large hand appears on the box . Whale gasps when a flash of lightning reveals the face of the Monster . The Monster growls out an inarticulate greeting . He picks up the box and hands it to Whale .

Whale removes the lid , sets the hatbox on the sofa .Whale steps back . Clay takes the box and covers his lap with it . He lifts out the gas mask .Clay fits the mask on the top of his head and draws it down . The living room turns brownish yellow in the thick glass goggles .Whale is suddenly behind him . Clay 's vision is enclosed in two round windows , so he ca n't see Whale buckling the second strap .Mouth muffled by the inhalator , Clay hears his voice from inside his head . Whale comes around to stand in front of him . He grins as he steps back to examine Clay . Clay nervously taps his knees with his hands .Clay raises his voice to make himself heard . He reaches back to undo the buckles .Whale steps in past the goggles .Clay drops his hands so Whale can undo the buckles . But nothing happens . Clay turns left and right .Two hands grip Clay 's shoulders .Whale 's hands squeeze . Clay grabs the frame of his seat , to stop his arms from automatically swinging a fist . Whale 's hand slides over Clay 's shoulder to his arm , caressing the tattoo . Clay jerks his shoulder to shake Whale off .Whale presses his lips to Clay 's tattoo . Clay 's muscles tense from head to toe .Whale 's tongue moves down Clay 's arm .The hand slides over Clay 's stomach toward his lap . The tattooed arm swings backward , slamming an elbow against Whale 's skull . Clay jumps from the chair , knocking into an end table . The glass and crystal decanter fall to the floor . The lamp spills over and the room goes dark . Clay 's ankle is caught by the sofa leg and he hits the floor , jamming the inhalator against his mouth . He quickly gets up , on his knees and elbows , pulling at the mask . Flashes of lightning strobe the room as Whale collapses over Clay 's back and holds on .A strap breaks . Clay rips the mask off .Whale 's hand squeezes between Clay 's legs .Clay jabs with his elbow , flipping Whale on his back . His body straddles Whale 's and pins him , face to face .His hands clasp Clay 's hips . Clay 's fist opens as it comes down ; he slaps Whale across the face .Clay whacks Whale 's face again .Clay snatches Whale 's wrist before it can touch his crotch . With his other hand he picks up the heavy crystal decanter .Whale tilts his face up for another blow .Clay freezes . He stares down at the old man with white hair and wild eyes lying beneath him .Whale 's eyes glimmer in the sporadic bursts of lightning .Clay turns to the sketch pad , which lies on the floor next to Whale . The page is filled with nothing but doodles and scrawls .Clay 's breathing comes in quick , panicked bursts .Clay 's body starts to tremble .Clay lets out a howl - his shoulders heave and shake .He climbs off Whale , crawls away , his body collapsing in wracking , anguished sobs . Whale opens his eyes , gazes at Clay .He forces himself to his feet .Whale picks up the towel and moves over to Clay .Whale places the towel around Clay 's shoulders .Clay does n't look up .Whale starts slowly down the hall .

Whale sits on the edge of the bed , tugs the bowtie from his collar . Clay taps on the door , opens it .He lifts his chin and points to his collar .Clay leans in to open the button . His face is only six inches from Whale 's .Clay does n't answer . Whale turns , breaking their shared gaze .Whale hauls his legs up and stretches out on the bed .Whale smiles fondly at him .Clay pulls the door shut and it clicks . He stands there a moment .

Clay finds a pack of cigarettes on the floor and lights one , then sets the furniture back up . He picks up the gas mask from beside the sofa , shoves it into its box . Clay sits in the wing - back chair , props his feet on the hassock , adjusting the sheet around his shoulders . We CUT

Whale bolts up in bed . An electrical storm flashes and cracks in the window . Whale gets out of bed , stares outside . From his POV , the lawn is a barren slope covered with stumps . Whale turns on the desk lamp , sits . He pulls out a piece of paper .

We 're back to the scene that opened the movie , a flat - topped creature stumbling through the mud . A flash of lightning reveals Clay 's face . He turns , signals for Whale to follow him . Whale joins Clay on a slight rise of ground , the rim of a crater . Clay points down into it .

The crater is full of bodies gathered around a pool of water . Whale stumbles down , reaches the bottom and bends over the nearest corpse in khaki . It is Leonard Barnett . There are no wounds on his body , no rips or gaping holes . His eyes are closed in dreamless sleep . Whale looks up and sees that Clay is gone . The only other living creature is an owl , which blinks wearily at him . Whale lies down , finding a spot next to Barnett . He takes a last breath and closes his eyes . We CUT TO :

A roar of bells blasts Clay awake . The telephone is ringing . A hard pair of shoes thunder out to answer it .Clay blinks at the sight of Hanna in black dress and white apron , chattering on the phone by the far wall .She scoldingly cuts her eyes at Clay .She hangs up and faces Clay with a stern frown .She stomps into the kitchen . Clay gets up , slips on his undershorts . He 's zipping up his chinos when she comes out again with a breakfast tray . She hands him a cup of coffee .She marches around the corner towards Whale 's bedroom . Clay hears her knocking on a door .Clay pulls on his shirt . Hanna comes back around the corner .She goes to the foot of the stairs and shouts :Hanna starts up the stairs .Clay reaches for his socks when he notices an envelope on the floor next to the chair . He picks it up . On the front is scrawled the word ` CLAYTON ' . Clay opens the envelope . Inside is Whale 's original sketch of the Monster 's head . He turns it over . There is a message written on the back .Clay drops the sketch , looks out . He sees something .

Clay leaps headfirst into the water . Whale rests lightly on his back , with an upward sway of straight white hair . Clay hauls the body toward the side .He gets an arm around Whale 's chest and heaves the body over the curb . he climbs out , drags the body forward to rest in the grass . He grabs the wrist . Nothing .Clay straddles Whale 's thighs and applies pressure on his rib cage . But it 's no use . Clay sits up and takes a deep breath .Hanna comes down the path , her run slowing to a walk . She stares at Clay .She waves a folded piece of paper .Clay slowly stands up . Hanna looks around in panic .They both hesitate , looking down at Whale . Then Clay drags the body parallel with the pool . Hanna stoops over to adjust the collar of Whale 's shirt .She nods to Clay . He rolls the body over and it splashes on its belly . It bounces a moment in the waves of the splash , then begins to sink . As it drops , the air in the chest slowly flips the body around . Looking up at them with open eyes , Whale sinks backward into the thickening light . His arms trail upward and the hands lightly flutter as if waving good - bye . The melancholy sound of a solo violin pierces the silence as we CUT TO :

A black - and - white scene from `` Bride of Frankenstein . '' The old BLIND MAN plays a mournful lullaby on his violin while the MONSTER listens outside , moved by the music . He smashes open the door of the hut in an effort to get closer to the soul - soothing sound . The blind man stops playing , looks up .The Monster attempts to communicate , manages only a plaintive moan . The blind man stands .The Monster holds out his burned hands .The old man touches the Monster , who recoils with a defensive growl .

I can not see you. I can not see anything. You must please excuse me. But I am blind.

Come in, my poor friend. No one will hurt you here. If you're in trouble, perhaps I can help you.

Can you not speak? It's strange. Perhaps you're afflicted too. I can not see and you can not speak.

It's been a long time since any human being came into this hut. I shall look after you. And you will comfort me.

MICHAEL BOONE , 10 , lies on the living room carpet , staring raptly at the movie playing on the large Zenith console . The house is small but tidy and comfortable .On the tv screen , the old man starts to cry , then collapses onto the Monster 's chest . A thick tear rolls down the Monster 's cheek . Clay Boone sits on the sofa , a baby on his lap . He 's 40 now , his hair starting to thin but still closely cropped at the top and sides . On the tv , daylight fills the hut . The blind man and the Monster share a meal .He takes the old man 's hand .The blind man nods . On the sofa , Clay watches his son watch the movie .

A color promo for `` Chiller Theater '' fills the screen . Clay turns off the set .Michael groans , slowly stands .Michael glances skeptically at his father .Clay unfolds Whale 's sketch of the Monster , hands it to his son .Michael turns over the sketch . On the back , scrawled in block letters : `` TO CLAYTON BOONE - FRIEND ? ''Clay nods . At the same time , his wife DANA appears in the doorway . A pretty , cheerful woman in her mid - 30s .Clay kisses the top of his son 's head .

Clay carries a large metal bin down the tidy lawn . The sky momentarily brightens with a silent flash of lightning . Clay gazes up at the electrical storm . He glances back at his house , sees Dana cradling the baby in an upstairs window . The skies open with a shattering crash of thunder . Clay tilts up his face , drinks in the cool rain . Then he extends his arms and staggers along the sidewalk , imitating the Monster 's famous lurch . We PULL BACK , revealing a sleepy neighborhood of small houses and neat lawns , until Clay is only a small dot in the landscape . FADE OUT .

Silence - complete silence for the urbanite , though the oncoming darkness is punctuated by the sounds of farm country - a few birds , a distant rumble of thunder from some heavy clouds on the horizon , a dog 's barking . CAMERA PANS the green , squared - off flatland , lit only by a fine sunset in its final throes . Then , gradually , starting from nothing , a rumble is heard , quickly growing louder and louder until the sound of a train can be recognized . CAMERA PANS quickly , discovering the railroad line atop a man - made rise of land , and the speeding passenger train is upon us , flashing by with a roar . Then , as if from nowhere , the figure of a man hits the embankment and rolls crazily down to the bottom into the thick underbrush alongside the tracks . CLOSE SHOT - BODY It lies in the bushes , still , unmoving - dead . CAMERA PANS AWAY to the quiet peaceful countryside as the sound of the train fades off until there is silence once more . TITLE MUSIC begins with a crash . -LRB- MAIN TITLES -RRB- DELETED

A handsome and elegant hotel perched on the mountain - side overlooking the French resort town . A large , open sun deck - tables , gaily colored parasols , sun bathers . One of the latter is REGINA LAMPERT , a lovely young girl . She is , besides taking in the sun , involved in her favorite activity - eating . Then - a dark , ominous shape intrudes in the f.g. FOCUS CHANGES to bring into sharp relief a revolver - shining , black and ugly in the sunlight . REGGIE , unaware of her danger , continues to eat . The finger tightens around the trigger and finally the gun shoots - a stream of water arcs , with unerring aim , straight into REGGIE 's face . ANOTHER ANGLE Including JEAN - LOUIS , a French boy of six or so . REGGIE looks at him sternly .WIDER ANGLE SYLVIE GAUDET , French , attractive , blonde , in her early thirties , comes from the railing of the sun deck to join REGGIE and JEAN - LOUIS .JEAN - LOUIS scampers off , content to have gotten off so lightly . SYLVIE notices REGGIE 's lunch which consists of cold chicken , potato salad , rolls and butter , wine and coffee .No answer from REGGIE . SYLVIE begins reading a magazine as REGGIE continues eating .REGGIE picks up a chicken leg and starts off . SYLVIE regards the devastated table before following .

Is n't there something constructive he can do - like start an avalanche?

He's the only husband I've got. I tried to make it work, I really have - but -

I admit I moved to Paris because I was tired of American Provincial, but that does n't mean I'm ready for French Traditional. I loathe the idea of divorce, Sylvie, but - if only Charles had been honest with me - that's all I ask of anybody - the simple truth. But with him, everything is secrecy and lies. He's hiding something - something frightening - something terrible - and evil.

I'm afraid I already know a great many people. Until one of them dies I could n't possibly meet anyone else.

The one you're blocking. This is the last chance I have - I'm flying back to Paris this afternoon. What's your name?

Yes, I am - I'm compulsive about it - dishonesty infuriates me. Like when you go into a drugstore.

Well, you go in and you ask for some toothpaste - the small size - and the man brings you the large size. You tell him you wanted the small size but he says the large size is the small size. I always thought the large size was the largest size, but he says that the family size, the economy size and the giant size are all larger than the large size - that the large size is the smallest size there is.

Oh, Charles is hardly ever with me. First it was separate rooms - now we're trying it with cities. What do people call you - Pete?

Oh. Well, was n't it Shakespeare who said : `` When strangers do meet they should erelong see one another again''?

`` My dear Regina : I hope you are enjoying your holiday. Megeve can be so lovely this time of year. The days pass very slowly and I hope to see you soon. As always, Charles. P.S. Your dentist called yesterday. Your appointment has been changed.''

I'm a simultaneous translator - like Sylvie, only she's English to French - I'm French to English. That's what I did before I married Charles. The police probably think I killed him.

Something like that. But I'm sorry it ended like this - tossed off a train like a sack of third - class mail.

I loved this room - but Charles never saw it - only what was in it. All those exquisite things -.

Until two days ago all I really knew about Charles was his name - now it turns out I did n't even know that.

I do n't know. But if this is a sample of American diplomacy I'm buying a fallout shelter.

I'm sorry, it's just that I did n't think that you people were supposed to admit -

Stop calling me that! Lampert's the name on the marriage license.

Mr. Bartholomew - if you're trying to frighten me you're doing a really first - rate job!

Mr. Bartholomew - if I had a quarter of a million dollars, believe me, I'd know it.

Wait a minute - you think those three men killed Charles, do n't you?

Well, there you are! Charles had the money with him - so whoever killed him has it - they have it!

only he is dead, Peter - I saw him - he's not pretending. Somebody threw him off a train. What am I going to do?

Mr. Bartholomew - it's me, Reggie Lampert - listen Mr. Bartholomew : I've seen one of the.

He said if I told anybody it could prove fatal for them as well as me.

Yes, you were - you called it nonsense. Being murdered in cold blood is n't nonsense. Wait until it happens to you sometime.

Look, I know it's asking you to stretch your imagination, but ca n't you pretend for a moment that I'm a woman and that you're a -

Him : ` Do you mind if I come in for a nightcap, Reggie?' Her : ` Well - it is awfully late.' Him : ` Just one, all right?' Her : ` Promise you'll behave yourself.' Him : ` Sorry, baby, I never make promises I ca n't keep.'

How would you like a punch in the nose? Stop treating me like a child.

There are three men - he's one of them - they think I have something that belongs to them.

I do n't know. Those men killed Charles to get it. But he must not have had it with him on the train.

Peter, you've got to promise me something. Promise you'll never lie the way Charles did. Why do people have to tell lies?

- But I am calm, Mr. Bartholomew - what I called to tell you was there's someone else - someone who was n't in that photograph you showed me. He says his name is Peter Joshua - but it is n't - it's Dyle.

You mean he might have - Mr. Bartholomew, I'm catching the next plane out of here - I'm not going to sit here and wait for someone to make chopped liver out of me!

Yes, but I lost him. I really did it quite brilliantly. I'm beginning to think women make the best spies.

Well - he's tall - over six feet - rather thin - in good physical shape, I'd say - dark eyes - quite handsome, really.

You mean you've known about him all along? Why did n't you tell me?

It's just lucky that I'm not hanging next to one of those things right now.

Dead? Mr. Bartholomew - maybe you'd better tell me what this thing's all about.

Gratinée, choucroute garnie, salade de pommes - et un ballon de rouge.

I'm sorry, Mr. Bartholomew, but nothing you've told me has changed my mind. I still intend leaving Paris - tonight.

Well, if I'm going to die, I might as well do it for my country.

What are you doing, following me? Stop it - we're going to look like a parade.

How are you? When did you arrive in town? Are you enjoying Paris? It's lovely, is n't it? So many wonderful things to see and do, it makes one's head spin to think of it.

How can I? You lied to me - the way Charles did - and after promising you would n't. Oh, I want to believe you, Peter. oh, but I ca n't call you that anymore, can I? It will take me a while to get used to your new name - which I do n't even know yet. What is it?

It's not so bad. You may not be able to lie on your back for a few days - but, then, you can lie from any position, ca n't you?

Ha ha. You could at least tell me what your first name is these days.

I hope it turns out you're a Whitefoot, Alex - I could be very happy hanging around the tepee.

Oh - oh - here it comes. The fatherly talk. You forget I'm already a widow.

Okay - I'll tell you what - we'll just sit around all day long being frivolous - how about that?

Lord, I forgot all about it - Sylvie works late Tuesday nights - she always leaves him with me. They would n't do anything to a little boy, would they?

Come on, now - if you wanted to hide something, where would you put it?

I hope I do n't find any little hairy things living up here - wait! There is something! If I can just - yes, I'm getting it - a case of some sort - it's heavy.

Because I really suspect Gideon - and it is always the person you do n't suspect.

No - Gene Kelly. Remember the way he danced down there next to the river in ` American in Paris' - without a care in the world? This is good, want some?

No, about Scobie, I mean. I ca n't think of any reason why he was killed.

What makes you think that this somebody will be satisfied with three? He wants it all, Alex - that means we're in his way, too.

First your brother, then Charles, now Scobie - we've got to do something! Any minute now we could be assassinated! Would you do anything like that?

- swing down from there on a rope to save the woman you love - like Charles Laughton in ` The Hunchback of Notre Dame'?

It's the house detective - why have n't you got a girl in there?

I would n't want to use that tub. Besides, I do n't want to be alone. I'm afraid.

This is a ludicrous situation. There must be dozens of men dying to use my shower.

Do you mind if we go someplace crowded? I - I feel like lots of people tonight.

I keep thinking about Charles and Scobie - and the one who's going to be next - me?

How can I believe it when you do n't even know who the killer is? I've got that right, have n't I? You do n't know who did it.

But then if we sit back and wait, the field should start narrowing down, should n't it? Whoever's left alive at the end will pretty well have sewn up the nomination, would n't you say so?

But I do believe it - that's what I do n't believe. So it's goodbye Alexander Dyle - Welcome home Peter Joshua.

Adam Canfield. Wonderful. Do you realize you've had three names in the past two days? I do n't even know who I'm talking to any more.

No - he's not the same. Alexander Dyle was interested in clearing up his brother's death. Adam Canfield is a crook. And with all the advantages you've got - brains, charm, education, a handsome face -

- there has to be a darn good reason for living the way you do. I want to know what it is.

Do n't you dare to be civil with me! All this time you were leading me on -

All that marvelous rejection - you knew I could n't resist it. Now it turns out you were only interested in the money.

I thought maybe you wanted me to see the kind of work the competition was turning out.

But everyone and his Aunt Lilian's been through that bag. Somebody would have seen it.

The tooth powder. Wait a minute - could you recognize heroin just by tasting it?

I hope Jean - Louis understands about last night - it's just not safe for him to be around me right now.

Hold it - Italy just finished. They're recognizing Great Britain.

You're right. I remember Grandpierre looking through it. But there was nothing in it - at least, nothing that the police thought was very important.

Grandpierre asked me about an appointment Charles had - on the day he was killed.

That money's not ours, Adam - if we keep it, we'll be breaking the law.

Well - it was a place - a street corner, I think. But I do n't -.

Mr. Chairman, fellow delegates - my distinguished colleague from Great Britain -

as outlined in report number three - nine - stroke - five - two of the Western Hemisphere Conference held on March 22 -.

no wait! It was last Thursday, five o'clock at the Jardin des Champs - Élysées! Adam - that was it! The garden!

Good Lord! The stamps! Where is he? Sylvie - we've got to find him!

I do n't blame him. Jean - Louis - do you know where this Monsieur Félix lives?

You gave the boy quite a lot of stamps in return, Monsieur Félix - are they for sale now?

Mr. Bartholomew! Thank God you're there! Tex is dead, Mr. Bartholomew - smothered - and Adam did it - he killed them all!

The one who said he was Dyle's brother - of course I'm sure - Tex wrote the word ` Dyle' before he died. He's the murderer I tell you - he's the only one left! You've got to do something!

No, I do - it was the stamps on that letter Charles had with him on the train. They were in plain sight all the time, but no one ever bothered looking at the envelope.

Why? So you can kill me too? Tex is dead, I've seen him! He said Dyle did it!

American Embassy? Mr. Bartholomew's office, please - Mr. Bartholomew's office -

No, I ca n't speak any louder - Hamilton Bartholomew - B as in - uh - Bartholomew - that's right, and the rest as in Bartholomew!

But someone's trying to kill me - you've got to send word to him - in the center garden of the Palais Royal, by the colonnade - tell him I'm trapped in a phone booth, below him in the Métro station. And my name's Lampert.

I'm sorry I thought you were the murderer, Adam - how did I know that he was as big a liar as you are?

All right, prove it to me - tell me to go to the Embassy first thing in the morning and turn in those stamps.

Forgive me. Whom would I see regarding the return of stolen Government money?

You could n't even be honest about being dishonest. Why did n't you say something?

Wait a minute - how did Carson Dyle get an office in here, anyway?

Brian Cruikshank - it would serve me right if I got stuck with that one.

Only if you can prove to me that you're really Brian Cruikshank.

You did too say it - I heard you. Oh, I love you Adam - I mean Alex - er, Peter - Brian. I hope we have lots of boys - we can name them all after you.

With a rich husband and this year's clothes you will not find it difficult to make some new friends.

Viens, Jean - Louis, let us take a walk. I have never seen a Rothschild before.

Do n't be silly - he would not do anything. He is not yet old enough to be interested in girls. He says collecting stamps is much more satisfying to a man of his age.

He was so excited - when he got the stamps you gave him this morning. He said he had never seen any like them.

The stamp market, of course - it is here every Thursday afternoon. This is where Jean - Louis trades his -

A magnificent indoor , glass - enclosed pool , the vista of snow - covered mountains seen through the ceiling - high windows beyond . REGGIE and SYLVIE are passing through , their conversation continuing .

An open balcony running around two sides of the pool , sun - worshippers lying in deck - chairs . REGGIE and SYLVIE appear , their conversation continuing .She stops as she is aware of a weird figure hovering over her . She wheels , terrified . CLOSE SHOT - PERUVIAN SNOW - MASK A strange , grotesque knitted mask that completely covers the face except for eyes , nose and mouth . The eyes inside this particular mask stare down at REGGIE .CAMERA PANS down to include JEAN - LOUIS , his hand held firmly by the man in the mask . WIDER ANGLE Including REGGIE , MAN , SYLVIE and JEAN - LOUIS . REGGIE is too terrified to answer . Realizing this , the man , PETER JOSHUA , takes off the snow - mask to reveal a handsome , tanned face .Eyeing one , then the other , SYLVIE sizes up the situation and rises .SYLVIE and JEAN - LOUIS start off , but not before the boy squirts PETER with his pistol .DELETED CLOSE SHOT - REGGIE Her face clouding .

Yes, of course. But you will let me know if anyone goes on the critical list.

No, I'm not - I've got some packing to do. I'm also going back to Paris today.

I phoned but nobody answered. I wanted to tell you how sorry I am - and to find out if there was anything I could do.

Something modest but clean - and near enough to UNESCO so you can take a cab when it rains - okay?

You telephoned me to meet you. I've been standing on the corner back there - waiting for you.

I wish you'd let me help you. Whatever it is, it does n't sound like the sort of thing that a woman can handle all by herself.

Right there, between your eyes - see? Worry lines. You're much too young and too pretty to have anything like that. How about making me vice - president in charge of cheering you up?

You have n't said a word since we left the club - what happened back there?

Stop this nonsense! If you're in some sort of trouble I want to know about it.

You said this afternoon that your husband was mixed up in something.

Do n't you know I could already be arrested for transporting a minor above the first floor?

Then stop acting like one. If you're really in some kind of trouble, I'd like to hear about it. Otherwise, it's late, I'm tired and I'm going home to bed.

Lock the door and the window - and do n't let anyone in except me. I'll be back in a minute.

How could I with the three Marx Brothers breathing down my neck? You said you'd let me handle it alone -! The girl trusts me. If she's got it, I'll find out about it. But you've got to leave me alone.

A third of nothing is nothing, Herman. Make up your minds - she's waiting for me.

There was no trace of him. All right, Reggie - suppose you tell me what this is all about.

Of course I'll help - I told you I would, did n't I? Come on now -

Usually it's because they want something - and they're afraid the truth wo n't get it for them.

I do n't - but as long as they think you have the money, or know where it is, or have it without knowing where it is, or do n't even know you have it -

You'll undress in the closet. Oh, and if you need me, just bang on the wall. I'll be next door.

The Arc de Triomphe at the far end of the Avenue . CAMERA PANS to pick up a TAXI as it pulls up before the handsome building . Inside are REGGIE , SYLVIE and JEAN - LOUIS . MED . SHOT - TAXI - LAMPERT APARTMENT HOUSE As REGGIE climbs out and the DRIVER begins unloading her suitcases .JEAN - LOUIS sticks his head out of the taxi window .MED . SHOT - THE TAXI REGGIE looks at SYLVIE , surprised .REGGIE walks toward the house with the driver , who carries her cases . She presses the button that electrically opens the front door . DELETED

As the elevator rises REGGIE gets out , followed by the driver . He puts down the bags in front of the apartment door .The driver leaves . She goes to the door and presses the minuterie , the button that turns on the time - light , and the lights come on . Then she rings the doorbell . There is no answer . She rings again . Still nothing . Sighing , she digs out her keys and starts to fit it into the lock . At this moment the minuterie expires , plunging the scene into darkness .She finds the button and the light goes on again . She inserts the key and turns it .

It's the man who came to the funeral yesterday - I'm sure of it - a tall man in a corduroy suit and string tie.

Yes - and he was there, too - a little fatter now - and less hair - but it's the same one.

That's the policeman - he wants to arrest Judy for killing Punch.

It's the receipt Inspector Grandpierre gave me - for Charles's things. I do n't see how that's going to -

CLOSE SHOT - DOOR as it opens and REGGIE steps into the CLOSE SHOT . She stops , her expression changing . REVERSE SHOT From REGGIE 's p.o.v. as CAMERA PANS the entrance hall . It is bare - no furniture , no rug , no pictures , no nothing . MED . SHOT - REGGIE She stares for a moment , then goes back out into the landing .

As REGGIE steps back outside . She looks at the nameplate beside the door . INSERT NAMEPLATE It reads `` MR. AND MRS. CHARLES LAMPERT . ''

REGGIE looks at the plate in disbelief , then turns and hurries back into the apartment .

As REGGIE hurries into the entrance hall .No answer . Now , CAMERA FOLLOWING , she goes into the Salon . It is also empty - stripped bare . There are squares of the wall 's original color where paintings used to hang , the hooks still in the wall . She rushes now , going into the bedroom , CAMERA FOLLOWING crazily , lurching and careening behind her . The bedroom , too , is empty . She goes to the built - in wardrobe closets and throws open all the doors . Only some hangers remain . She pulls open the drawers - nothing !She turns , and running now , goes through another door to the library , CAMERA FOLLOWING . The rows of shelves are as empty as the rest of the apartment . She begins to turn in a circle , looking for something , anything . In a panic she turns and runs out , colliding suddenly with a MAN whom she -LRB- and we -RRB- have not noticed until the moment of impact . REGGIE screams . CLOSE SHOT - INSPECTOR GRANDPIERRE A heavy - set man of no particular age with tobacco - colored hair , and thick glasses .WIDER ANGLE Including REGGIE , in a state of near - shock .

I am Inspector Edouard Grandpierre of the Police Judiciaire. Would you be so kind as to come with me, please?

We discovered your husband's body lying next to the tracks of the Paris - Bourdeaux railroad line. He was dressed only in his pajamas. Do you know of any reason why he might have wished to leave France?

Your husband possessed a ticket of passage on the ` Maranguape.' It sailed from Bordeaux for Maracaibo this morning at seven.

On Wednesday last your husband sold the entire contents of the apartment at public auction. Furniture, clothing, kitchenware - everything. The gallery, in complying with his wishes, paid him in cash. One million two hundred and fifty thousand New Francs. In dollars, a quarter of a million. The authorities in Bordeaux have searched his compartment on the train. They have searched it thoroughly. They did not find $ 250,000, Madame.

These few things are all that was found in the train compartment. There was no other baggage. Your husband must have been in a great hurry.

One ticket of passage to South America - one letter, stamped but unsealed, addressed to you -

We took the liberty of calling your dentist - we thought, perhaps, we would learn something.

One key to your apartment - one comb - one fountain pen - one toothbrush - one tin of tooth powder.

A man drowned in his bed - impossible! And in his pajamas - the second one in his pajamas - c'est trop bête! Stop lying to me -.

this nose tells me when you are lying - it is never mistaken, not in twenty - three years - this nose will make me commissaire of police.

And yet you registered in Megeve as Mr. Joshua. Do you know it is against the law to register under an assumed name?

None of you will be permitted to leave Paris - until this matter is cleared up. Only I warn you - I will be watching. We use the guillotine in this country - I have always suspected that the blade coming down causes no more than a slight tickling sensation on the back of the neck. It is only a guess, of course - I hope none of you ever finds out for certain.

Three of them - all in their pajamas! C'est ridicule! What is it, some new American fad?

And now your friend - the one from Texas - he has disappeared - checked out - pouf! into thin air! Where is he?

It stands to reason you are telling the truth - for why would you invent such a ridiculous story?

Mr. Dyle - you are under arrest for the murders of Charles Lampert, Herman Scobie, Joseph Penthollow, Leopold Gideon, and whoever that is down there.

We see a large metal drawer being opened and an all - too - familiar shape outlined under a damp sheet of muslin . ANOTHER ANGLE - OVERHEAD Looking straight down at the tops of REGGIE 's , GRANDPIERRE 's and an ATTENDANT 's head and smack into the open drawer . GRANDPIERRE lifts a corner of the sheet at the bottom and reveals a bare foot with a ticket tied to its big toe . He stoops to read it . Satisfied , he recovers the foot , then moves to the other end to uncover the head . As the sheet starts to lift : REVERSE SHOT REGGIE as she looks down into the CAMERA . She closes her eyes for a moment , then looks again .She nods .She nods again . GRANDPIERRE moves into the SHOT .GRANDPIERRE nods as he turns to the unseen ATTENDANT . CAMERA suddenly moves as the ` drawer ' is slid back into the wall . BLACKNESS comes with a loud clang and continues while the echo dies .

CLOSE SHOT - DESK DRAWER -LRB- FROM ABOVE -RRB- as it is pulled open . A photograph of Charles Lampert lies face up in the drawer . A hand reaches in and pulls it out . WIDER ANGLE Including GRANDPIERRE sitting behind his desk , and REGGIE , sitting across from him . The office is as bare as most policemen 's offices . GRANDPIERRE studies the photo .She starts to rummage through her bag . GRANDPIERRE shoves a package of French cigarettes across the desk to her . But she pulls a package of nuts out of her bag . She begins separating the shells with her thumb nail and eating the nuts , depositing the shells in the ashtray . GRANDPIERRE watches this for an instant .GRANDPIERRE sighs , puts down his pencil and pushes a button on the desk . He removes a cigar from his desk and inserts it into his mouth .He rips the cigar out of his mouth and slams it back into the drawer , closing it fiercely . A UNIFORMED POLICEMAN sticks his head in the door .The POLICEMAN leaves and closes the door .He opens the desk drawer , puts the cigar back in his mouth and lights a match by scratching it against the glass desk - top before he remembers REGGIE 's request . He puts it back in the drawer again . The door opens and the POLICEMAN enters again , this time carrying a wicker basket which he deposits on GRANDPIERRE 's desk , and leaves . GRANDPIERRE peers into the basket .He begins to take them out , placing them on the desk , identifying each item as he does .GRANDPIERRE hands her the letter and watches her closely as she reads it .He slides a sheet of paper and pen across to her , then starts to put the things back into the basket while he speaks :He reaches into the desk drawer and pulls out a passport which he hands to her . INSERT - PASSPORT The cover indicates that it is Swiss . REGGIE 's hand opens it to a picture of a man - the man we saw in GRANDPIERRE 's photo . Under it is the name : `` CHARLES LAMPERT . '' MED . SHOT - REGGIE AND GRANDPIERREHe hands her another passport . INSERT - SECOND PASSPORT The cover is American . When it is opened , we see the identical picture , but the name under it reads : `` CHARLES VOSS . '' MED . SHOT - REGGIE AND GRANDPIERREHe hands her , one at a time , two more passports . INSERT - THIRD AND FOURTH PASSPORTS One is Italian which , when opened , shows the same photo with the name `` CARLO FABRI . '' The other is Venezuelan , the same photo , and the name `` CARLOS MORENO . '' MED . SHOT - REGGIE AND GRANDPIERREREGGIE looks down at the four passports , then back to GRANDPIERRE .

The house is empty as before . Now it is silent , the late afternoon light coming from outside . REGGIE stands by a window . A canvas airline bag rests on the floor nearby . Suddenly there is the noise of a DOOR OPENING . CLOSER SHOT - REGGIE As her head turns , in alarm , toward the noise . There is a moment of silence , then FOOTSTEPS are heard , coming closer . ANOTHER ANGLE As PETER enters .A silence .He looks around for the light switch , then goes to it and flicks it on - nothing happens . He flicks it a few more times .She shakes her head . PETER looks around .She nods . He picks up the airlines bag and they start out . REGGIE stops at the door and looks back .

CLOSE SHOT of a phonograph . A hand appears , starts the record on it spinning , then places the arm at the beginning . An instant later ORGAN MUSIC starts with a roar .

CLOSE SHOT of the coffin . It rests on a low platform , with a bouquet or two of flowers near the head , the lid open . Inside , the face made up to look lifelike -LRB- but failing -RRB- , lie the remnants of Charles Lampert . CLOSE SHOT - GRANDPIERRE The INSPECTOR sits quietly , eyes downcast , staring at his hands in a prayer - like attitude . CAMERA PULLS BACK , revealing row after row of empty wooden bench - like seats in the large , dimly - lit , high - ceilinged room . Finally , in the first row , REGGIE and SYLVIE are discovered . Besides GRANDPIERRE , they are the only ones present . REGGIE turns around to look at the empty room . They speak in whispers .CLOSE SHOT - GRANDPIERRE His eyes still lowered . CAMERA PANS DOWN to feature his hands - he is methodically trimming his nails with a small clipper . TWO SHOT - SYLVIE AND REGGIEThe front DOOR of the Chapel is heard opening and a shaft of daylight streams in . The WOMEN turn . MED . SHOT - CHAPEL DOOR The short , heavy - set figure of a MAN is outlined against the bright outdoor light . He stands for a moment , then closes the door after him . LEOPOLD GIDEON , short - sighted , bald , in his middle forties , glances around nervously , like a barnyard bird . Then he walks down one of the side aisles of the Chapel . CLOSE SHOT - GRANDPIERRE As he watches GIDEON . CLOSE SHOT - REGGIE As she watches him . MED . SHOT - THE BIER GIDEON arrives at the coffin . He stops , looks down at LAMPERT 's body for a moment . Then , suddenly , in rapid succession , he sneezes six times . He takes a small bottle from his pocket , shakes a pill from it and swallows it dry . He turns and walks back up the aisle , looking for a place to sit . He comes face to face with GRANDPIERRE , stops , turns to sit somewhere else . TWO SHOT - REGGIE AND SYLVIESYLVIE turns and glances at GIDEON . Again , the sound of the DOOR opening interrupts them . They turn to look . MED . SHOT - CHAPEL DOOR Again the figure of a MAN is outlined in silhouette against the outside brightness . When he closes the door we can see `` TEX '' PENTHOLLOW , a slim , rangy man with sandy - colored hair , a weatherbeaten face , washed - out blue - eyes - also in his forties . He wears a velvet - corduroy suit , string tie and a bright yellow flower in his lapel . A bulldurham tag hangs from his outside breast pocket , dangling from its string . He starts down the aisle toward the bier , CAMERA LEADING him , and we notice his unsteady gait . He turns to look at the others present . TRAVELING SHOT - TEX 'S P.O.V. MOVING down the aisle . GRANDPIERRE 's face , then GIDEON 's , then REGGIE 's and SYLVIE 's - all staring at CAMERA . MED . SHOT - THE BIER As TEX arrives . He stands staring at LAMPERT 's body , swaying on his feet until he reaches out and grabs the side of the coffin to steady himself . Then he takes the flower from his lapel and throws it into the open box . CLOSE SHOT - TEXWIDER ANGLE As TEX turns away from the coffin and approaches REGGIE and SYLVIE , addressing the latter - after having first reached for his hat which he discovers he is n't wearing .SYLVIE points to REGGIE . Unruffled , TEX starts over . addressing REGGIE this time .But TEX has nodded his head and moved off to find a seat . When he spots GIDEON , the two men stare at each other . Finally , TEX chooses a seat away from him and sits . MED . SHOT - CHAPEL DOOR It flies open , this time with a bang , and the large MAN who appears almost fills the frame . CLOSER SHOT - TEX As the loud noise awakens him with a snort , mid - snore . MED . SHOT - THE DOOR Closing the door , we see HERMAN SCOBIE , a heavy - weight - tall and wide , but not fat - with black hair combed straight back and heavy bushy eyebrows of a matching color , which meet over his nose and join up . About the same age as the first two men , SCOBIE is dressed in a battered raincoat , his hands thrust deep in the pockets . He marches down the aisle . Looking straight ahead , CAMERA PANNING with him . He stops before the coffin and stares into it . CLOSE SHOT - SCOBIE As he stares down into the coffin , his tongue trying to dislodge a bit of food caught in his teeth . He stares hard at the body , squinting his eyes . Then he removes one hand from his pocket , removes a pin from the inside of his lapel , picks his teeth with it , then slowly lets the hand down , into the coffin . CLOSE SHOT - SCOBIE 'S HAND The pin held between thumb and forefinger , he jabs it slowly but positively deep into the back of one of the dead man 's hands . There is no reaction . CLOSE SHOT - SCOBIE He watches the dead man carefully , still squinting . Then finally satisfied , he returns the pin to his lapel and walks back up the aisle and out of the door , slamming it after him . CLOSE SHOT - REGGIE Having watched SCOBIE exit . Suddenly a hand falls on her shoulder . She jumps in alarm and utters a little cry of fright . ANOTHER ANGLE Featuring a funeral ATTENDANT , a cadaverous type -LRB- are n't they all -RRB- with a black cut - away coat and an over - solicitous , unctuous manner . He is eternally bent at the waist , in a sort of half bow . He offers REGGIE a letter which she takes .He backs off and is gone . REGGIE looks at the letter , back and front , then starts to open it .She pulls out the letter and starts to read it . INSERT - THE LETTER It bears the Great Seal as a letterhead and the typed message reads : `` Dear Mrs. Lampert : Please drop by my office tomorrow at noon - thirty . I am anxious to discuss the matter of your late husband 's death . Sincerely , -LRB- signed -RRB- H. Bartholomew . '' TWO SHOT - REGGIE AND SYLVIE SYLVIE has been reading over REGGIE 's shoulder .

Charlie had no call to handling it this - a - way. He sure did n't. No siree.

Come on now - sure you do. An' you'd better give it to me, Miz Lampert - cuz I ai n't foolin'. No sireebob!

It belongs to me, Miz Lampert - an' if you do n't give it to me your life ai n't gon na be worth the paper it's printed on. You savvy what I'm sayin', Miz Lampert?

And then some. If you'd only told us you was goin' to her room we could've kept'em busy -

- but sneakin' in there on your own that - a - way, why, man, you was bound to get yore tokus kicked. I mean, what'd you think he'd do - walk up'n' shake you by that hand o' yores?

Do n't be un - neighborly - like, Herman - do n't forget he done us a little ol' favor.

If you do find the money - you wo n't forget t' tell us about it, will you, fella?

Miz Lampert, my buddies'n me, we'd oblige it mighty highly if you could mosey on across the hall'n chew the fat with us for a spell.

Yes, ma'am. A little one - ` bout seven or eight years old. Th' little tyke keeps callin' you his Aunt Reggie - ai n't that cute?

We'll be waitin' in room forty - seven, Miz Lampert - so you just wiggle on over.

You do n't s ` pose one o' us has it, like the man said - I mean, that'd be pretty distasteful - us bein' vet ` rans o' the same war'n' all.

We could put him to bed'n let one o' them fem - de - chambers find him in the mornin'.

Poor ol' Herman - him'n good luck always was strangers. Maybe now he'll meet up with his other hand someplace - but I sure hope it ai n't waitin' for him in Heaven.

Now Dyle, you listen to me - my mama did n't raise no stupid children. I know who's got the money'n I ai n't disappearing till I got my share -'n' my share's growin' a whole lot bigger ev'ry day.

I'll tell you what, fella - you want t' find me, you jus' turn ` round - from now on I'll be right behind you.

You greenhorn - you half - witted, thick - skulled, hare - brained, greenhorn! They wuz both too smart for us!

First her husband, now her - she hoodwinked you! She batted all them big eyes and you went'n fell for it - like a egg from a tall chicken! Here!

Look at you! Horn - swoggled by a purty face'n all them sweet words! You killed all three of'em for nothin'! You greenhorn! You block - headed jackass! You clod - you booby - you nincompoop -!

As REGGIE leaves the elevator two young DIPLOMATIC TYPES step in , immersed in conversation .The elevator door closes on them . REGGIE reacts to this and starts down the hall , finally stopping at the door . MED . SHOT - DOOR It is marked `` 307 - A H. BARTHOLOMEW . '' REGGIE checks the letter , then opens the door .

I bluffed the Old Man out of the last pot - with a pair of deuces.

The office is empty , the typewriter on the secretary 's desk is covered with its plastic shroud . REGGIE enters , looks for somebody , notices that the door to the private office is slightly ajar .BARTHOLOMEW comes to the door and looks in . He is a pale grey - haired man who looks , on first examination , older than his forty - odd years . Sickly would be the word that describes him best - pallid , consumptive - looking . He wears heavy tortoise - framed glasses which fall down his nose and cause him to push them back in place every so often with a quick automatic motion .He motions for her to enter , standing aside to let her do so .

Excuse me for a moment, Mrs. Lampert - it's a stubborn little devil.

Dry - cleaningwise, things are all fouled up. I had a good man - an excellent man on the Rue Ponthieu, but H.Q. asked us to use the plant here in the building - to ease the gold outflow.

I'm not an agent, Mrs. Lampert - I'm an administrator - a desk jockey - trying to run a bureau of overworked men with under - allocated funds. Congress seems to think that all a spy needs -

Yes - That all he needs is a code book and a cyanide pill and he's in business.

- I'd like you to look at this photograph, please - by the way, you saw this one, did n't you?

Yes - and tell me if you recognize anyone. Just a moment. Have a good look.

You're Charles Voss's wife - now that he's dead you're their only lead.

Oh, have n't I? The money - Mrs. Lampert - the money. The $ 250,000 Charles Voss received from the auction. Those three men want it, too - they want it very badly.

Oh, Mrs. Lampert! I'd love to see you try and convince them of that!

Oh, you've got the money all right - you just do n't know you've got it.

Or a safe deposit key, a certified check, a baggage claim - you look for it, Mrs. Lampert - I'm quite sure you'll find it.

Look for it, Mrs. Lampert - look just as hard and as fast as you can. You may not have a great deal of time. Those men know you have it just as surely as we do. You wo n't be safe until the money's in our hands. Is that clear?

Here's where you're to call me - day or night. It's a direct line to both my office and my apartment. Do n't lose it, Mrs. Lampert - and please do n't tell anyone about coming to see me. It could prove fatal for them as well as yourself.

Like I said, Mrs Lampert - I'm afraid you're in a great deal of danger. Remember what happened to Charles.

I do n't know who this Mr. Dyle is, but it's just possible we were wrong about who killed your husband.

Incredible, is n't it? Zola called it ` le ventre de Paris' - the womb of Paris, the belly.

There's only one Dyle connected with this affair, Mrs. Lampert - that's Carson.

In 1944, five members of the O.S.S. - the military espionage unit - were ordered behind the German lines for the purpose of delivering $ 250,000 in gold to the French Underground. The five men -

Mrs. Lampert, I really had n't planned on spending the entire night here.

Yes. The five men. They were, of course, your husband, Charles, the three men who showed up at his funeral yesterday, and Carson Dyle. But something went wrong and they were unable to locate their contact. It must have been at that point that they decided to steal the money.

By burying it, and then reporting that the Germans had captured it. All they had to do was come back after the war, dig it up and split it five ways - a quarter of a million dollars with no questions asked.

Everything went smoothly enough until after the gold was buried - then, before they could get out, they were ambushed by a German patrol. A machine gun separated Scobie from his right hand - and caught Carson Dyle full in the stomach.

Scobie was able to travel, but Carson Dyle was clearly dying, so they -

Carson was dying so they were forced to leave him. They finally got back to the base, made their report, and waited for the war to end. Only Charles could n't wait quite as long as the others. He beat them back to the gold, took everything for himself and disappeared. It's taken Gideon, Tex and Scobie all this time to catch up with him again.

We know what happened from the bits and pieces we were able to paste together - but we still have no proof.

C.I.A., Mrs. Lampert. We're an extension of the wartime O.S.S.. It was our money and we want it back.

I would n't advise that, Mrs. Lampert. You'd better consider what happened to your husband when he tried to leave. Those men wo n't be very far away - no matter where you go. In fact, I do n't even see any point in your changing hotels. Please help us, Mrs. Lampert. Your government is counting on you.

We're anxious to know who this man is - the one calling himself Dyle.

No, Mrs. Lampert. His death is registered with the War Department in Washington.

Mrs. Lampert? - Bartholomew. I've spoken to Washington, Mrs. Lampert -

I told them what you said - about this man being Carson Dyle's brother. I asked them what they knew about it and they told me - you're not gon na like this, Mrs. Lampert - they told me Carson Dyle has no brother.

Just a minute, Mrs. Lampert - you'd better give that to me slowly. Who's Adam?

The envelope - imagine that. Mrs. Lampert, listen to me - you're not safe as long as you've got these stamps. Go to the Embassy right away - wait, I'd better meet you halfway - it's quicker. Now, let's see - do you know the center garden at the Palais Royal? - yes, by the colonnade - as soon as you can get there. Hurry, Mrs. Lampert.

A small cubicle - there is a silver - framed photo of three kids on the desk . BARTHOLOMEW indicates a chair , then goes behind his desk and sits . A can of lighter fluid stands open on the desk and a crumpled hankie beside it .He works at a stain on his necktie with lighter fluid and hankie .He looks up at her , laughs silently , then goes back to his tie .He puts away the lighter fluid in a desk drawer , smells the hankie , passes on it , then sticks it in his pocket . He opens another drawer and pulls out various sandwiches wrapped in waxpaper , a salt and pepper shaker , a tube of mustard , a bottle of red wine and two Dixie cups .He uncorks the wine , fills a cup and begins eating .He hands her a sandwich and fills a wine - cup for her .He reaches back into the drawer and pulls out a glass which he gives her . CLOSE SHOT - PHOTO FOUR MEN , all in army uniform , sitting behind a table . The glass is held over the first , magnifying the face . CLOSER SHOT - PHOTO It 's a photo of a young CHARLES LAMPERT .The glass and CAMERA move to the next man - a young TEX. .The glass and CAMERA move to the third face - a young GIDEON .The glass and CAMERA move to the fourth face - a young SCOBIE .MED . SHOT - REGGIE AND BARTHOLOMEWBARTHOLOMEW is silent for a moment , thinking .REGGIE nods . He writes something on a pad of paper and tears it off , handing it to her .BARTHOLOMEW shakes his head .REGGIE takes the last sandwich and begins eating furiously . DELETED

MED . SHOT - GUIGNOL . One of the French Punch and Judy shows set up on certain days in the small park alongside the broad avenue between the Rond Point and the Place de la Concorde . At the moment , Judy , as always , is beating Punch with a bat . The sound of CHILDREN laughing and screaming can be heard . VARIOUS CLOSE SHOTS - THE CHILDREN Sitting on small benches lined up to face the stage . Their attention is fixed on the show , their belief totally suspended by the play as only children 's can be - laughing at the slapstick , booing the villain , frightened by the perils . MED . SHOT - REGGIE Sitting on the last bench , next to some CHILDREN . They are laughing but she is n't - she just watches , her attention caught up but her face void of emotion . The bench is too low for her , forcing her knees up almost under her chin . After a moment , PETER comes up behind her and , stepping over the benches , sits beside her . She does n't seem to notice . -LSB- Throughout the following scene the CHILDREN and the ACTORS can be heard in the b.g. -RSB-She turns and looks at him for a moment .A ROAR from the CHILDREN . REGGIE and PETER turn toward the stage . MED . SHOT - GUIGNOL PUNCH and JUDY are arguing loudly . TWO SHOT - REGGIE AND PETERCLOSE SHOT - GUIGNOL STAGE PUNCH and JUDY are batting each other on the head .Finally , JUDY knocks Punch out of sight and a PUPPET wearing a three - cornered hat appears .MED SHOT - GRANDPIERRE Wearing a hat , he stands off in the background , watching .CLOSE SHOT - GUIGNOL STAGE JUDY and the POLICEMAN are batting one another .PUNCH 's head appears on the other side of the stage , says something , then ducks out .TWO SHOT - REGGIE AND PETERCharles was mixed up in something terrible .CLOSE SHOT - GUIGNOL STAGE JUDY has gotten the upper hand is now batting the POLICEMAN 's brains out . CLOSE SHOT - GRANDPIERRE as he winces . TWO SHOT - REGGIE AND PETERShe hands it to him and he holds it in front of her face .

Yes, I can see that - they're batting each other over the head with clubs.

MED . SHOT - EMCEE . He stands on the dance floor in front of a five piece Latin dance band , a spotlight on him , wearing his professional smile as he speaks into a mike .MED . SHOT - REGGIE AND PETER At their table . REGGIE is dressed in a lovely Givenchy dress .She rises and pulls him along . WIDE ANGLE Including the dance floor as most of the patrons go to it , laughing self - consciously and looking around .The EMCEE now circulates , forming teams , telling the patrons to line up , making sure there is a woman next to every man . REGGIE and PETER are the second couple in their line . Then the EMCEE picks up a basket of oranges and places one under the chin , held securely against the chest , of each man at the head of the line . Blowing a whistle , a signal for the game to begin and the band to play , the men turn to the women behind them and attempt to transfer the oranges from under their chins to under the chins of the women - without using their hands . -LRB- This maneuver can only be accomplished by embracing one 's partner passionately and firmly pressing the orange against the partner 's throat until he or she can grip it tightly enough with the chin to turn and offer it to the person next in line , where the process begins anew . However , the slightest miscalculation , which can be brought about by any number of human frailties - haste , modesty , inhibition or lack of co - ordination - will surely result in losing control of the orange so that it either falls to the floor -LSB- where it can only be picked up by the chin -RSB- or it starts to roll and slide from its proper place to some other , less proper , spot on the human anatomy , forcing the man or the woman to retrieve it - again , with the chin only . This latter is an activity which can prove extremely satisfying to old friends , or even new friends who wish to become old friends , but can only be a torment for total strangers and/or the English -RRB- . VARIOUS SHOTS - ORANGE GAME Some of the couples in various states of confusion , entanglement and intimacy - all of them , naturally , hilarious . TWO SHOT - PETER AND GIRL It is his turn to take the orange from a very short , but quite shapely young girl in a strapless dress -LRB- held up by an abundance of cantilever -RRB- . PETER ` takes ' when he sees the twin obstacles which might - and probably will - encumber the game but increase his worldly experience . The contest begins : because of her stature he is forced to move in low , making the ordinary embrace needed for success difficult , if not impossible . Then , inexorably , the orange starts to slip down the GIRL 's front . Manfully he goes after it . CLOSE SHOT - REGGIE She is enjoying it thoroughly . TWO SHOT - PETER AND GIRL Bending over backwards , in a sort of frontal half - nelson , PETER makes a last valiant effort and voilà , grips the orange under his chin - amid much cheering and congratulations from members of his TEAM . Now he turns to REGGIE and they face one another for a moment .They go at it , working their bodies together to make it all possible . Then , for a moment , the game and the onlookers seem less important than their proximity . But , alas , they are too good despite themselves and the transfer is accomplished - again with appreciative cheers from the TEAM . REGGIE , with the orange now tucked firmly under her chin , turns to the next team - member in line and is locked in an embrace before she realizes her partner is LEOPOLD GIDEON , the short , fat , balding man seen at the funeral and later in BARTHOLOMEW 's photo . REGGIE starts to draw back but GIDEON holds her tightly . Putting his chin around the orange he is able to speak quietly in REGGIE 's ear . CLOSE TWO SHOT - REGGIE AND GIDEON Her eyes show her fright as he whispers :CLOSE SHOT - REGGIE 'S AND GIDEON 'S FEET As REGGIE hauls off and kicks GIDEON full in the shin . CLOSE SHOT - GIDEON He stiffens as the pain registers . Instead of shouting he merely closes his eyes . WIDER ANGLE Including REGGIE and GIDEON and PETER standing by , as well as some spectators . PETER comes quickly forward .REGGIE realizes that GIDEON no longer offers any resistance . She steps back , leaving GIDEON holding the orange , foolishly , under his chin , his eyes still closed . REGGIE stares at him for a moment .CLOSE SHOT - GIDEON Slowly , his eyes open and tears stream from them , rolling down his cheeks . He speaks while holding the orange .WIDER ANGLE GIDEON turns to the woman behind him and the game resumes .She goes off toward the rear of the club and starts down a flight of stairs . CLOSE SHOT - PETER Watching her go , a concerned look on his face .

Bonsoir mesdames et messieurs, good evening ladies and gentlemen, guten Abend, meine Damen und Herren - ce soir, comme tous les soirs, l'attraction ici, au Black Sheep Club, c'est vous! Venez, mesdames et messieurs, step right up, ladies and gentlemen, kommen Sie her, meine Damen en Herren, avanti, signore e signori - avanti!

Écoutez bien - les règles sont tres simples - the rules are very easy - deux équipes - two teams - each with one orange - une orange - eine apfelsine - un' arrancia - held under the chin, like so -.

comme ça - and passed to the player behind you - sans vous servir de vos mains - using nothing but the chin - no hands - and keeping the orange at all costs from touching the floor. Commencez, Mesdames et Messieurs - begin, ladies and gentlemen - signore e signori, comminciate!

It does n't belong to you, Mrs. Lampert - you do know that, do n't you?

Dead, Mrs. Lampert - like last week's news - like Charles, Mrs. Lampert -

I suggest you get about your business - nothing soothes Herman like success.

She is n't going to be anybody's mother unless you answer some questions.

Up till now we always figured she had the money - but you know so much about it, maybe you've got it.

We could dry him off and take him down the hall to his own room.

Huh? You must be crazy - it's three - thirty in the morning - you mean now? - all right - I'll be down in a minute.

A small , dimly lit area with a door to the combination men 's - women 's room and a ` phone cabin with a solid door . The music and shouting from upstairs float down . REGGIE comes down the stairs and goes to the ` phone , flicking on the light and closing the door after her .

REGGIE takes a jeton -LRB- ` phone token -RRB- from her bag and drops it in the slot . Then she takes out a slip of paper -LRB- the one given her by BARTHOLOMEW -RRB- and dials the number written on it . She listens to it ring , then evidently he answers .She realizes she has not pushed the button which takes her coin and allows the party at the other end to hear her voice .Suddenly the door of the booth opens and REGGIE wheels to look , slamming the receiver down as she does . REVERSE SHOT - ` PHONE BOOTH - NIGHT TEX PENTHOLLOW , the second man from the funeral -LRB- and photo -RRB- , the man in the corduroy suit and string tie , stands in the doorway , his face calm , a hand - rolled but unlit cigarette in his mouth . He has put one foot up against the side of the door so she ca n't leave . REGGIE stares at him , terrified .TEX takes a book of matches from his pocket .He strikes a match and lights his cigarette , holding the burning match in his hand afterward .TEX , without a word , throws the still - lit match into the booth , onto REGGIE 's lap . She beats it out frantically .TEX lights another match and throws it into her lap . She beats this one out too .He lights another match and reaches out toward her hair with it . She shrinks back .Then he throws it into her lap . As he continues to speak he punctuates each phrase or so with another lit match . REGGIE is too busy beating them out to do anything else .CLOSE SHOT - REGGIE As she frantically beats out the matches , her eyes on her work .She looks up , then blinks her eyes .

There is no one there . REGGIE rises and steps out of the booth .

As REGGIE returns , sits and starts to put another jeton into the slot . She notices her hand is shaking . She reaches back into her bag , removes a piece of candy , puts it into her mouth and leans her head back against the wall , closing her eyes . Suddenly the door opens and REGGIE shrieks - but this time it is PETER .

REGGIE and PETER enter the deserted lobby .She goes to the desk , followed by PETER , where the NIGHT CLERK greets them sleepily .The NIGHT CLERK gets the key off a hook and hands it to REGGIE .They go to the elevator where he opens the door for her .

As REGGIE and PETER enter the small cage . It is somewhat cramped , forcing them to stand close together .He presses the button and the elevator starts to rise .The elevator stops .He reaches across her and opens the door .

As REGGIE leaves the elevator , followed by PETER . They walk to her door . There is a moment of silence as she looks at him .He turns and leaves . She smiles slightly , then turns and puts the key into the door and opens it .

Featuring the door . REGGIE enters , then stops abruptly , the doorknob still in her hand . ANOTHER ANGLE The room has been torn apart . And standing in the center is HERMAN SCOBIE , the large man in the battered raincoat . He starts slowly advancing toward REGGIE .CLOSE SHOT - REGGIEShe stops as she sees something . CLOSE SHOT - SCOBIE 'S HAND Instead of a human hand there is a twin - pronged metal one . WIDER ANGLE SCOBIE sees where REGGIE is staring ; looks down at it himself , then lunges at her , raising the hand to strike .The hand is starting to come down . REGGIE , moving quickly , turns and flies out .

Mrs. Lampert? - it's me - the man who was in your room a few minutes ago -

The man who hit me, lady - Dyle - that's his name. What's wrong - is he still there?

Do n't trust him - do n't tell him anything. He's after the money.

If you do anything funny, or try to talk to anyone, I'll kill you, Dyle - here and now. Okay?

I'll give you a chance, Dyle - which is more than you'd give me. Where's the money?

And I say maybe you both have it! One more time, Dyle - where is it?

Hey, Tex - move the kid to the other knee or something, will you? My leg's going to sleep.

That's a crock! If one of us did that he would n't hang around here waiting for the other two to wise up.

He's just tryin' to throw us off! They've got it, I tell you! Why do n't we search their rooms?

As REGGIE runs out , slamming the door after her , the metal hand crashes against the wooden panel inside the door and splinters through it , visible on this side now . Petrified with fear , REGGIE can only stare dumbly at the protruding claw . ANOTHER ANGLE As PETER comes running up to her . He sees the metal hand .Pulling her aside , PETER takes hold of the key -LRB- still in the outside lock -RRB- and turns it slowly and quietly . Then , using all his weight , he slams the door open as far as it will go , making sure to hold it that way as he steps in .

Inside , PETER pulls back the door and slugs the startled SCOBIE full on the jaw . His head bangs against the wall but he manages to raise a foot and push PETER violently away , sending him sprawling back , toppling across the bed and over , head first , onto the floor on the other side , where he disappears . Hurrying , SCOBIE puts his foot against the door and pushes it away , ripping his metal hand free . He then rushes to the open window and climbs out .

REGGIE waits anxiously . When she hears nothing , she gingerly looks into the room .

ANOTHER ANGLE Showing the disarranged room , empty of people . Then , slowly PETER 's hand appears from behind the bed , shaking groggily . REGGIE rushes to him and helps him sit on the bed .PETER goes , unsteady on his feet , to the window and looks out . He then turns back .He climbs out .

Outside the window to REGGIE 's room is a small , false balcony , consisting mostly of railing , with barely enough room between it and the building 's facade for a man to stand . PETER appears and looks down over the railing .

SHOOTING STRAIGHT DOWN ; there is no one on the street and it is too far to jump . MED . SHOT - PETER - BALCONY He now looks around . REGGIE 's is the last such balcony on one side , but there are two or three on the other . PETER climbs over the railing and , holding on to it with one hand , reaches for the railing on the next balcony . CLOSE SHOT - PETER 'S HAND As it stretches for the railing ; it is several inches short of touching it . MED . SHOT - PETER As he straightens up and prepares to jump .

From the GROUND . PETER , high above , jumps to the next balcony . MED . SHOT - PETER As he climbs over the railing of the second balcony . He sees a light coming through the window and looks in .PETER leaves the window quickly , climbing over the railing on his way to the next balcony . As he does , the following exchange is heard -LRB- in British English -RRB- .

It happened again, Henry - another strange man peered in the window at me and then went away.

From the GROUND as PETER jumps to the next balcony . MED . SHOT - PETER As he climbs over the rail to the third balcony . There is a light coming from this window , too . PETER looks in . MED . SHOT - WINDOW - OVER PETER 'S SHOULDER Inside the room are GIDEON , TEX , and SCOBIE in the midst of a heated discussion .

They all turn toward the window . WIDER ANGLE As PETER climbs in through the window and joins them .SCOBIE shakes his head and turns away .SCOBIE turns and storms out of the door , slamming it . GIDEON begins sneezing , takes a bottle of pills from his pocket and swallows two white tablets .PETER starts for the door .

As she waits anxiously , smoking a cigarette . There is a KNOCK at the door .REGGIE unlocks the door and opens it . PETER enters and she closes the door again -PETER is silent for a moment .She falls in his arms to be comforted .He takes out his handkerchief and dries her eyes .A pause . The phone rings . REGGIE answers it .

REGGIE 's back is turned to PETER so he ca n't see her face . He watches her .She shakes her head .

Slowly , REGGIE lowers the ` phone from her ear and hangs it up . She hesitates a moment .He starts out , pausing by the door and examining the hole SCOBIE made in it .

As PETER -LRB- now called DYLE -RRB- leaves REGGIE 's room and closes the door . He pauses for a moment , listening , hears nothing , then bends down and starts pulling at a loose thread in one of his socks . As usual , the thread unravels - and unravels - and unravels some more until it seems that the entire sock has come unknit . Now , taking the long thread , he bends down near the door and , taking his tie - pin , attaches one end of the thread to the bottom of REGGIE 's door . He then runs the thread along the floor to his door -LRB- next door -RRB- and works it underneath .

As DYLE enters , the thread in his hand . He goes to a nearby table where he attaches the thread to the heavy room key , which he then balances on the extreme edge of the table .

BARTHOLOMEW on the phone . He is silent for a moment , his face troubled .

REGGIE hangs up the phone , picks up her bag , checks her hair in the mirror , then starts for the door . She stops as she notices the connecting door leading to the room next door , DYLE 's room . She goes to it , silently slips out the key and bends to peer through the keyhole .

DYLE is removing his coat . Before he lays it over a chair , he takes a gun from the inside pocket , checks it , and tucks it into his belt .

REGGIE reacts in surprise and fright , jumps quickly away from the door . She hurries to the door leading to the hall and reaches for the knob .

CLOSE SHOT - ROOM KEY . The thread attached to it is pulled -LRB- by the action of REGGIE 's door opening -RRB- and the key falls to the floor with a clatter . WIDE ANGLE Including DYLE as he reacts , his head wheeling to look at the key . Snatching his coat , he runs for the door .

As REGGIE sneaks past DYLE 's door . When she has passed , the door opens and DYLE appears . REGGIE takes off on the run , turning the corner and starting down the stairs .He starts after her .

I had to - for all I knew you could have been in on the whole thing.

The army thinks he was killed in action by the Germans, but I think they did it - Tex, Gideon and Scobie - and your husband - because he would n't go along with their scheme to steal the gold. I think he threatened to turn them in and they killed him. I'm trying to prove it. They think I'm working with them. But I'm not, and that's the truth. I'm on your side, Reggie - please believe that.

Is that why you dragged me all the way up here - to ask me that? She has it - you know that.

Supposing I did have it - which I do n't - do you really think I'd hand it over?

If you get bored, try writing ` Love thy neighbor' a hundred times on the side of the building.

I'm sorry I could n't tell you the truth, but I had to find out your part in all this.

There's an old riddle about two tribes of Indians - the Whitefeet always tell the truth and the Blackfeet always lie. So one day you meet an Indian, you ask him if he's a truthful Whitefoot or a lying Blackfoot? He tells you he's a truthful Whitefoot, but which one is he?

Serious. When a man gets to be my age that's the last word he ever wants to hear. I do n't want to be serious - and I especially do n't want you to be.

I do n't know - it depends on whether or not they've already eaten.

And stop threatening that boy. He does n't have the money. Mrs. Lampert does n't either.

Slowly. Suppose one of you found Charles here in Paris, followed him, cornered him on the train, threw him out the window and took the money.

But he'd have to. If he left he'd be admitting his guilt - and the others would know what happened. Whoever it is has to wait here, pretending to look for the money, waiting for the rest of us to give up and go home. That's when he'll be safe and not a minute before.

Then what am I doing here? You did n't know anything about me - I'm the only one who could have taken it and kept right on going.

He's all yours. I'll do Tex and Gideon. Take Jean - Louis with you - and make sure you bolt the door from inside.

Do women think it's feminine to be so illogical - or ca n't they help it?

A. -RRB- It's always the person you do n't suspect ; B. -RRB- that means you think it's Tex because you really suspect Gideon ; therefore C. -RRB- if you think it's Tex, it has to be someone else - Gideon.

Have you ever heard of anyone taking a shower with his shoes on?

I usually sing a medley of old favorites when I bathe - any requests?

`` Wearing this suit during washing will help protect its shape.''

You're probably weak from hunger. You've only had five meals today. Hurry up and we'll go out.

Nothing's going to happen to you while I'm around - I want you to believe that.

Are you trying to say that I might have killed Charles and Scobie?

I do n't understand you at all - one minute you're chasing me around the shower room and the next you're accusing me of murder.

Okay. Then get set for the story of my life - not that it would ever make the best - seller list.

After I graduated college I was all set to go into my father business. Umbrella frames - that's what he made. It was a sensible business, I suppose, but I did n't have the sense to be interested in anything sensible.

It led me away from umbrella frames, for one thing. But that left me without any honest means of support.

When a man has no profession except the one he loathes, what's left? I began looking for people with more money than they'd ever need - including some they'd barely miss.

Well, it is n't exactly the term I'd have chosen, but I suppose it captures the spirit of the thing.

It is deserted , except for the sleeping NIGHT PORTER , as REGGIE comes running down the stairs .She turns , looking back towards the sound of his voice , but does not slacken her speed . She runs out the front door .

As REGGIE runs out . She looks up the street , sees a TAXI and hails it .It pulls over to the curb . Looking once more over her shoulder she takes a bill out of her pocket , opens the cab door , slams it loudly without getting in and hands the bill to the driver .She jumps back into the shadows of a nearby doorway as the TAXI pulls away . At the same time DYLE runs out of the hotel . Another TAXI is coming down the street . DYLE hails it frantically .It pulls up and DYLE opens the door .Desperately , DYLE reaches into his coat pocket and pulls out a small dictionary and begins flipping through the pages . CLOSE SHOT - REGGIE In the shadows . She lifts her eyes in annoyance . MED . SHOT - TAXIANOTHER ANGLE REGGIE comes out of the shadows , looks after DYLE 's taxi , then hails another one which pulls up .DELETED

REGGIE and BARTHOLOMEW walking . The Central Market is teeming with activity - trucks creeping around other trucks , cases of fruit and vegetables stacked on every inch of sidewalk , WORKERS of all types milling around , unloading trucks and stacking crates , little electric carts scooting in and out - and nearby , one of the huge , high - roofed sheds where the butchers work . TWO SHOT - REGGIE AND BARTHOLOMEW CAMERA LEADING them as they walk .She takes a banana from a nearby stall .BARTHOLOMEW looks at her for a moment , then glances around ; his attention is drawn inside the doorway .

Almost as far as the eye can see , row upon row of beef sides , hung on hooks . TWO SHOT - REGGIE AND BARTHOLOMEW -LRB- TRAVELING -RRB- As REGGIE looks at the hanging beef .She shudders , throws away her banana and turns back to BARTHOLOMEW .DELETED

Lined up at a zinc bar are several BUTCHERS , their white smocks stained with blood . REGGIE and BARTHOLOMEW sit at the table .A WAITER arrives .BARTHOLOMEW shrugs .The WAITER nods and goes .BARTHOLOMEW pulls out a package and she takes one , looks at it and rips off the filter tip . He winces .She puts the other end in her mouth , then picks up the matches and lights it .REGGIE takes another cigarette from his pack , rips off the filter -LRB- he winces again -RRB- and puts it into her mouth .He points to the cigarette she just lit , still practically brand - new in the ashtray .She hands over the newer one to BARTHOLOMEW , who sadly examines its mutilated end while REGGIE returns to the first cigarette .The WAITER returns with the coffee and onion soup .The WAITER puts down the cup and bowl and leaves .

DYLE leaves the hotel and turns into the Place . A moment later , REGGIE comes cautiously from the hotel . As she watches DYLE , a SANDWICH - MAN advertising a driving school passes the hotel . REGGIE falls in behind him , his tall placard hiding her from view .

First comes DYLE , passing a sidewalk cafe on the corner , then the SANDWICH - MAN and REGGIE . The SANDWICH - MAN turns off , leaving REGGIE out in the open . A moment later , DYLE passes a GIRL painting a canvas , her easel set up in the middle of the sidewalk . He stops when he has passed her and turns to look at her work . REGGIE , not knowing what to do , and afraid she will be seen by DYLE , who is now looking her way , spins and sits at the sidewalk cafe 's nearest table , her back to DYLE . It is already occupied by a middle - aged TOURIST . TWO SHOT - REGGIE AND TOURIST The TOURIST , complete with camera , beret and guide book , looks up from his coffee , surprised . He stares at REGGIE and she stares back . Finally , not knowing what else to do , she smiles , then takes a portion of his brioche and eats it . He smiles back emptily , not knowing what to make of her . REGGIE turns to look at DYLE . MED . SHOT - DYLE He has made his judgment of the painting and now moves on . TWO SHOT - REGGIE AND TOURIST The TOURIST has finally found the courage to speak . As he opens his mouth to make a sound , REGGIE , her eyes on DYLE , rises quickly from the table and goes , leaving a very confused TOURIST with his mouth open . He blinks , then leaves some money on the table and starts after her .

REGGIE following DYLE . As she passes the GIRL painting , she can not resist turning to see the work . CLOSE SHOT - PAINTING An abstract jumble , nothing recognizable . CLOSE SHOT - REGGIE As she looks from the painting to reality .

As the scene really looks . MED . SHOT - REGGIE She shrugs , continues after DYLE . Now we see that the TOURIST , in turn , is following her .REGGIE does n't stop .She continues after DYLE . The TOURIST hesitates , then continues after her . MED . SHOT - DYLE He goes to the curb and starts to step off , attempting to cross the Rue Danton , but finds the light against him . He turns back in REGGIE 's direction . MED . SHOT - REGGIE Realizing she has to do something before DYLE spots her , she turns and takes the TOURIST 's arm and starts walking with him back toward the cafe .She looks back over her shoulder and sees that DYLE is now crossing the Rue Danton , heading for the platform of a bus now stopped at the curb .REGGIE pulls away from him .She leaves him standing there , more confused than ever , as she starts after DYLE again . DYLE has hopped on the back of the bus as it pulls away . REGGIE hurries across the street , hailing a taxi .

DYLE enters . CAMERA PANNING with him to the head of a stairway leading downstairs , a sign indicating that it leads to the `` MAIL ROOM & TELEPHONES . '' CAMERA PANS back to the door as REGGIE enters . DELETED

DYLE walks to one of several windows . A sign over it reading : `` A - D. '' MED . SHOT - STAIRS REGGIE comes down the stairs . Suddenly she stops . MED . SHOT - DYLE CAMERA ZOOMS in to sign on `` D. '' CLOSE SHOT - REGGIE A confused look on her face . MED . SHOT - DYLE As his turn comes , he addresses the CLERKCLOSE SHOT - REGGIE Watching . MED . SHOT - MAIL WINDOW The CLERK takes out a bundle of letters and quickly sorts through it .He turns and heads out , starting up the stairs where REGGIE was but is no longer . As he reaches the fourth or fifth step , a VOICE is heard over the loudspeaker .DYLE stops in his tracks , pondering what to do .He stops and comes down the stairs , going to the back of the room and into the cabin marked `` 4 . ''CAMERA DOLLIES across an empty cabin to discover REGGIE in the third one , on the phone .

Mr. Dyle, please - you're wanted on the telephone - Mr. Dyle. Cabin 4.

DYLE on the phone .She opens the door of the cabin and starts out . MED . SHOT - PHONE CABINS As REGGIE steps out of her cabin and starts looking in the others . They are all occupied except one and she looks inside it . CLOSE SHOT - EMPTY CABIN The receiver hangs by its cord , swinging back and forth . MED . SHOT - REGGIE As she looks at it , confused .

DYLE and SCOBIE stand together , waiting for the elevator , SCOBIE clearly holding a gun in the pocket of his raincoat .The self - service elevator doors open , one or two PASSENGERS come out and DYLE and SCOBIE enter . A young GIRL starts in after them .He reaches out and presses the top button with his metal hand . The doors close . DELETED

As SCOBIE follows DYLE out of the elevator . SCOBIE looks around - there is an open door at the end of a short hall . He and DYLE go to it , CAMERA FOLLOWING . Through the door , which SCOBIE closes behind them , is a flight of stairs , leading up to a second floor .DYLE turns to find SCOBIE 's gun out of the pocket and pointing at him . SCOBIE now transfers it to his metal hand and goes to DYLE , where he proceeds to frisk him . Finding the gun DYLE carries in his inside coat pocket , SCOBIE removes it . During the following conversation he will shake open the revolving magazine and let the bullets fall out onto the floor before handing back the emptied gun to DYLE . Then he will transfer his own gun back to his good hand .Shrugging , DYLE sits on the third step .

The last EMPLOYEES leave the building as the WATCHMAN locks the front door after them .

In the semi - darkness , DYLE is still sitting on the third step , SCOBIE still facing him with a gun .DYLE yawns wide .DYLE gets to his feet and starts up the stairs , followed by SCOBIE . DYLE stops at the door .DYLE opens the door . The stairs continue up .

A spectacular view of the Paris rooftops and the city lights beyond . DYLE and SCOBIE come out onto a level portion of roof . On the street side , the roof angles down abruptly into a steep , slate - covered pitch , broken only by two widely separated oval - shaped dormer windows . Below these is a rain gutter , then nothing - for seven stories .SCOBIE aims the gun and starts advancing toward DYLE .DYLE turns and looks - there is nothing behind him but a sheer drop to the street .Moving quickly , DYLE lashes out and hacks SCOBIE 's gun hand with the side of his palm and the gun falls to the roof . Following through , DYLE punches the large man full in the jaw , but instead of falling , SCOBIE wraps his arm around DYLE , holding on tightly until his head clears . Then , to his amazement , DYLE is lifted into the air and , unable to break the bear - hold , carried toward the edge of the roof . Working his arms between their two bodies , DYLE suddenly flails them out with all his strength and the hold is broken , but at the price of his coat and the flesh on his back as SCOBIE 's metal claw rips through both , a wound extending from the center of DYLE 's back to his shoulder . Both men look around for the gun , spot it simultaneously and leap for it , both landing short of the mark . Now they grapple with one another , each trying to break free and reach for the gun . CLOSE SHOT - THEIR HANDS Two hands , one real , one metal , inch toward the gun . MED . SHOT - DYLE AND SCOBIE The battle is going to SCOBIE whose weight and strength are beginning to tire DYLE , who is now on his back , trying to stop SCOBIE from crawling over him . He has the large man by both lapels of the raincoat in a last - ditch effort to hold him . But SCOBIE , his face horribly distorted from the strain , continues to inch forward toward the gun . Suddenly , DYLE releases his hold . With nothing restraining him , SCOBIE lurches forward , tumbling past the gun , his momentum carrying him onto the sloping part of the roof , where he begins sliding down . SCOBIE beats wildly at the the slate with his claw , trying to gouge a grip . CLOSE SHOT - SCOBIE 'S CLAW As it slides across the slate , making a hideous scratching sound and causing sparks to fly . MED . SHOT - SCOBIE As he slides over the edge and disappears . CLOSE SHOT - DYLE As he watches , hypnotized . CLOSE SHOT - ROOF EDGE There appears to be no sign of SCOBIE . Then CAMERA ZOOMS IN FOR A TIGHT CLOSE SHOT OF SCOBIE 'S metal hand , gripping the rain gutter at the very edge . MED . SHOT - DYLE Having seen the claw , he rises and walks to the very edge of the level part of the roof .MED . SHOT - SCOBIE As he hangs , seven stories over the street , by his metal hand .MED . SHOT - DYLE He finds it hard to believe .DYLE turns and leaves going down the stairs .

The HOTEL MANAGER is busy taping a piece of cardboard over the hole ripped in REGGIE 's door by SCOBIE 's metal hand the night before . DYLE leaves the elevator and goes to his own door . The MANAGER eyes him coldly . DYLE `` takes '' the look .DYLE smiles , then enters his room .

The next time madame forgets her key, there is another one at the desk.

He closes the door and starts to remove his torn coat , wincing .

REGGIE , smoking on the bed , sits up when she hears DYLE moving about in his room . She goes to the connecting door , unlocks her side , tries the knob , finds it still bolted from his side and knocks .

DYLE goes to the door , throws back the bolt and opens the door . REGGIE enters .She leads him into her room .

As REGGIE and DYLE enter from his room . She leads him to the bed .As REGGIE goes to the bathroom , DYLE takes off his torn shirt , revealing a torn and bloody T - shirt . He lies face downwards on the bed . REGGIE returns , carrying cotton , gauze , tape , scissors , and disinfectant . She sits next to him and lifts up his T - shirt to examine the wound .She wets the cotton with disinfectant and begins cleaning the wound . He winces .She continues working on his back , cleaning it , then bandaging it while they talk .As they continue talking , he rises from the bed and goes into his own room . REGGIE remains on the bed , watching him through the open door as he puts on a fresh T - shirt and shirt .He goes to the bed .He sits .She starts kissing him on the neck , on the chin , on the cheek .She kisses him on the mouth . The phone rings . He tries to talk as she continues kissing him .The phone continues to ring and she continues to kiss him . Finally , REGGIE reaches out to the bedstand and takes the phone off the hook . She brings the receiver up to their mouths and mumbles into it .

CLOSE SHOT - JEAN - LOUIS . He looks around , uncertainly , first one way , then the other . CAMERA PULLS BACK to show him sitting on SCOBIE 's knee , the large man holding him with his good hand , the metal one in his pocket . TEX sits next to them while GIDEON nervously paces the floor . When GIDEON begins sneezing he takes the small bottle of pills from his pocket and downs one or two , swallowing some water .TEX lifts JEAN - LOUIS and puts him down on SCOBIE 's other knee .A KNOCK at the door . GIDEON goes to open it . REGGIE and DYLE enter . She sees JEAN - LOUIS and TEX 's gun .She snatches him off SCOBIE 's lap .She starts for the door with JEAN - LOUIS . GIDEON blocks her way .The THREE MEN look at him , surprised by his tone .A pause as the THREE MEN look at one another .The THREE MEN look at one another unhappily .He takes DYLE 's key and gives DYLE his . GIDEON goes to REGGIE , takes her key and gives her his own .The THREE MEN file out . DYLE and REGGIE exchange looks .She smiles , takes JEAN - LOUIS ' hand and leaves . DYLE turns to survey TEX 's room . He goes first to the drawer in the night table - empty ; and the bed , looking in it and under it . Then he goes to the desk and opens the drawers - also empty . The bureau is next - he opens all three double drawers and they , too , are completely empty . Frowning , he goes to the armoire and opens it - shelves and hanging bar are likewise bare . Then , CAMERA PANNING DOWN , he sees the only thing he 's found so far in the room - a pair of fine cowboy boots .

CLOSE SHOT - AIRLINES BAG . CAMERA PULLS BACK to include GIDEON , staring down at it as it lies on the table in the center of the room .ANOTHER ANGLE Including TEX , busy going through the bureau . He looks up , then joins GIDEON .GIDEON empties the contents of the bag on the table , then starts examining the various items . He opens the wallet . INSERT - WALLET Inside , the initials `` C.L. '' are printed in gold .MED . SHOT - TEX & GIDEONGIDEON has put the wallet aside and now picks up the letter , removing it from the envelope and reading it .A broad grin from TEX. . They continue going through the items from the bag .TEX takes the list , examines it , then folds it and puts it in his pocket . They finish with the items from the bag .The TWO MEN look at one another , then smile - then laugh . DELETED

REGGIE on the phone , JEAN - LOUIS standing by .She hangs up and turns to JEAN - LOUIS .REGGIE looks to where JEAN - LOUIS is pointing - to the top of the high armoire .Taking one of the straight chairs to the armoire , she stands on it . Although she is still not high enough to see anything , by standing on tip - toes she is able to reach with her hand over the top and grope around blindly .REGGIE has finally managed to pull down the case - a rectangular black bag about the size and shape of a trombone case . As he climbs off the chair , JEAN - LOUIS suddenly runs to the door , unbolts it and runs into the hall , CAMERA PANNING with him .

As JEAN - LOUIS runs out into the hall , shouting .DYLE is the first one to appear , coming out of GIDEON 's room . TEX has also appeared from REGGIE 's room , followed by GIDEON .The THREE MEN rush by JEAN - LOUIS and squeeze simultaneously into SCOBIE 's room .

As DYLE , TEX and GIDEON enter , REGGIE is placing the little straight black chair to its original position . There is no sign of the black case .TEX grabs the chair and moves it to the armoire , climbing up on it and grabbing the bag .He brings it to the table as DYLE and GIDEON crowd around him , anxious to see . CLOSE SHOTS -LRB- PANNING -RRB- The ring of faces , one at a time . TEX , his jaw muscles working feverishly ; DYLE , his eyes unblinking , a slight smile on his lips ; GIDEON , his mouth open greedily . GROUP SHOT As TEX finally springs the latches and opens the lid . CLOSE SHOT - CASE Inside , neatly packed in velvet fittings , like the parts of a musical instrument , are various portions of and attachments for a metal artificial hand .GROUP SHOT - THE THREE MEN As they stare at the case , surprised and just a little embarrassed . Slowly TEX lowers the lid . The MEN avoid looking at one another . WIDER ANGLE Including REGGIE and JEAN - LOUIS by the door .The MEN look at one another .The THREE MEN hurry past REGGIE and JEAN - LOUIS and out of the door .

DYLE , TEX , and GIDEON , followed by REGGIE and JEAN - LOUIS cross the hall to DYLE 's room . DYLE turns the key which is still in the door . He enters , followed by the others .

DYLE , TEX and GIDEON stand in the center of the room , looking around . REGGIE and JEAN - LOUIS wait in the open doorway . The room looks like a cyclone hit the place , but there is no sign of SCOBIE . The sound of running water can be heard coming from behind the closed door to the bathroom and DYLE is the first to notice the water beginning to leak out from under the door .

SCOBIE , still dressed in his raincoat , lies face up , his head submerged in the filled tub , the water now pouring over the edge . His face is distorted . DYLE 's hand appears and turns off the water . DELETED REVERSE SHOT DYLE , TEX and GIDEON staring at CAMERA .DYLE and GIDEON look at one another .

CLOSE SHOT - SCOBIE . The dead man 's eyes are open , his jaw hanging , his head lying crazily on the pillow . CAMERA PULLS BACK to show him lying in bed , dressed in his pajamas . CAMERA WHIRLS for a TIGHT CLOSE SHOT of a MAID , her eyes widening as the realization that the man is dead strikes her . Then she screams .

CLOSE SHOT - GRANDPIERRE . The policeman is apoplectic .CAMERA PULLS BACK to include , REGGIE , DYLE , TEX and GIDEON , all sitting silently in the INSPECTOR 's office .GRANDPIERRE raps for silence on his desk . During the pause , he looks into each face in turn .DELETED

REGGIE and DYLE walking along the quai , next to the Seine , CAMERA LEADING .They have passed an ice - cream wagon on the corner of the Pont au Double . DYLE shrugs .During the following , the VENDOR makes a double - decker cone and hands it to REGGIE . DYLE pays and they resume their walk - all with no break in the dialogue .She offers him her cone , thrusting it forward with enough force to dislodge the ice - cream . It lands right next to his lapel , over his outside breast pocket .He pulls open the pocket with two sticky fingers and looks inside , then shakes his head sadly at what he sees . REGGIE still holds the empty cone , not knowing what to do with it . Seeing this , he takes it and sticks it into his pocket .They resume walking .ANOTHER ANGLE Including the Cathedral of NOTRE DAME in the background .

As REGGIE and DYLE step from the elevator .He goes into his room and she goes into hers . DELETED

She enters , fixes her hair in the mirror , then goes to the door connecting her room with DYLE 's . She unlocks it , tries to open it , but finds it locked . Disappointed , she knocks .

He calls to her through the closed door as he empties his pockets .

He sits down to take off his shoes , but is interrupted by the sound of REGGIE screaming . He races for the connecting door , pulls back the bolt and rushes in . DELETED

As DYLE enters .He wheels as the door is slammed and REGGIE , who had been standing behind it , locks it and pockets the key .He goes to the door leading to the hall and finds that locked as well . She smiles at him .DYLE looks at her , then sits down and starts to remove his shoes .Shoes off , DYLE starts for the bathroom , humming .Testing the water with his hand , he now steps in fully dressed . REGGIE ca n't believe her eyes . She goes to the open door for a closer look .

MED . SHOT - DYLE In the shower , making sure his suit gets uniformly soaked .He takes the soap and begins washing as if he were washing himself without the suit .As he takes out his handkerchief and rinses it .He opens his coat and reads a label inside .He flicks a little water in her face , then takes the nail - brush and scrubs his watch and watch - band . He holds up his wrist so she can see the watch .He begins unbuttoning his suit . She turns and leaves , slamming the door after her . DELETED

As REGGIE goes to the armoire to select a dress . The PHONE rings and she answers it .

CLOSE SHOT - REGGIE on the phone , looking like the rug has been pulled out from under her .

REGGIE slowly lowers the phone to its cradle , a worried expression on her face . Then the bathroom door opens and DYLE appears dressed in a large bath towel . Her back is to him .She does n't answer .She shakes her head .She turns and looks at him .

The large motor launch , moving along the river , gaily ablaze with lights . MED . SHOT - REGGIE AND DYLE -LRB- PROCESS -RRB- At a table for two by the rail , the city slowly passing in the b.g.She does n't answer .WIDER ANGLE She rises from the table and walks away . DYLE hesitates a moment , then follows .ANOTHER ANGLE They walk back to the table , where a WAITER is busy putting food on it , mostly on REGGIE 's side .REGGIE reacts in surprise .She looks at him with happy amazement , then pushes her plate away .The lights go out .

It's simple. I like what I do - I enjoy doing it. There are n't many men who love their work as much as I do. Look around some time.

What would you like me to say - that a pretty girl with an outrageous manner means more to an old pro like me than a quarter of a million dollars?

Do n't you know I'm having a tough time keeping my eyes off of you?

That wraps it up - Tex has the money. Go back to bed - I'll let you know when I've found him.

If the police find him first they're not very likely to turn over a quarter of a million dollars to us, are they?

I just heard from him - he's still hungry. That means killing Gideon did n't get it for him - so he's narrowed it down to us. You've got it.

Charles must have had the money with him on the train, and Tex missed it.

I mean, it's there, Reggie. If only we could see it. We're looking at it right now.

Electric razor - comb - steamship ticket - fountain pen - four passports - toothbrush - wallet -.

It still does n't make sense, but it is n't worth any quarter of a million either. Have we forgotten anything?

Go to bed. You've got to be at work in the morning. There's nothing more we can do tonight.

Nothing's wrong. I think I found something. I was snooping around Tex's room and I found this in the waste basket. I've stuck it back together.

You did n't look. Last night, when we went through the airlines bag, something was missing. See -?

Think, Reggie, you've got to think - it may be what we're looking for.

Nonsense. We did n't steal it. There's no law against stealing stolen money.

There is? Well, I ca n't say I think very much of a silly law like that. Think, Reggie - please think - what was written in Charles' notebook?

Five o'clock - Thursday - the Garden - it's got to be something around here.

Stop grousing. If we find the money I'll buy you an international conference all your own. Now start looking. You take this side and I'll poke around over there.

Tex recognized him - that's why he said Dyle. If you give him those stamps, he'll kill you too!

Because he'd have to come out to get the stamps - he knows he'd never make it.

It wo n't get you the stamps, Dyle - You'll have to come out to get them, and I'm not likely to miss at this range.

What makes you think they're even interested? It's only a quarter of a million - it'll cost more than that to fix up their bookkeeping. As a taxpayer -

Do you mind if I wait out here? The sight of all that money being given away might make me break out.

A searchlight near the boat 's bridge has gone on and now begins sweeping the river banks . On benches by the water 's edge , lovers are surprised by the bright light which suddenly and without warning discovers them in various attitudes of mutual affection . Some are embarrassed , some are amused and some -LRB- the most intimate -RRB- damn annoyed . One even shakes his fist at the light . MED . SHOT - REGGIE AND ADAM Who , like everyone else , leave the table and stand together at the rail watching .She rises on tip - toes and kisses him gently ; his only reaction is to look at her .She kisses him again . He responds a little better .She starts to kiss him again , but he stops her .DELETED

MED . SHOT - GIDEON . As he sits bolt upright in bed , startled . The room is dark and the phone is ringing . He switches on the lamp , looks at the clock -LRB- it reads 3:30 -RRB- and shakes his head before picking up the receiver .He hangs up , swings his feet out of bed and spears his slippers , reaching for his robe at the same time . Then he shuffles sleepily to the door .

As GIDEON comes out of his room and goes to the elevator . The cage is there . He opens the door and enters .

GIDEON closes the sliding grill and presses a button . The cage starts down . GIDEON begins sneezing . Suddenly the elevator stops between floors and the lights go out .Just as suddenly the lights go back on and the elevator starts moving down again . GIDEON shakes his head and leans back , whistling again . The cage comes to his floor and starts past it . Seeing this , GIDEON looks confused .

The NIGHT PORTER is asleep behind the desk . The elevator , GIDEON inside , keeps coming down . It passes the lobby level and keeps right on going , toward the basement .The elevator passes out of sight , still going down . There is a silence as the motor stops , and then a series of sneezes that ends with a terrifying shriek . The NIGHT PORTER , rudely awakened , runs to the elevator shaft , his shoes squeaking horribly . He looks up , sees nothing , then looks down . He presses the call button and the motor starts . An instant later the cage appears and stops . The NIGHT PORTER opens the gate , pulls back the grill and the CAMERA RUSHES PAST him to pick up GIDEON . His body is sitting on the floor of the cage , its grotesque sprawling attitude resembling a puppet 's with its strings cut . Except that GIDEON has no strings to cut - only a throat . From ear to ear .

CLOSE SHOT - GRANDPIERRE . He is now doubly apoplectic .CAMERA PULLS BACK to reveal REGGIE and ADAM , in their bathrobes .REGGIE shrugs .REGGIE and ADAM exchange looks .GRANDPIERRE turns and leaves . REGGIE and ADAM start down the hall toward their own rooms .ADAM disappears into his own room .

As ADAM enters , going to the closet to remove his suit . The phone rings . He answers it .

ADAM , before hanging up , reflects on TEX 's words , then looks behind him . Smiling softly , he hangs up the phone and starts for REGGIE 's door .

REGGIE slips back into her robe and goes to the connecting door .She undoes the bolt and opens the door . ADAM enters .She goes to the closet and gets the bag .He takes the bag to the bed where he dumps out the contents .CLOSE SHOT - BED WITH CHARLES ' BELONGINGSMED . SHOT - REGGIE AND ADAM As ADAM begins to examine the items one by one .He takes it out of the envelope and takes out his glasses before reading it .He hands her the glasses and she looks through them .He shakes some powder into his hand and tastes it . REGGIE watches expectantly .

The ultra - modern glass and concrete structure behind the Ecole Militaire .

SEVERAL DELEGATES identified by little plaques in front of them listing their respective nations , and their AIDES , sit around the large table . They are all wearing earphones . The ITALIAN DELEGATE is speaking .

- di conseguenza, il Governo Italiano è decisamente a favore per l'incoraggiamento, in accordo con le tradizioni etniche rispettive delle culture basilari dei passi in via di sviluppo. Per esempio, pregare i Vietnamiti di aggiungere alle loro risaie ed ai loro campi di soja tradizionali una raccolta di semola, non solo sconvolgerebbe le loro secolari tradizioni ma, oltre tutto, e questo è molto importante per il Governo che io ho l'onore di rappresentare disturberebbe l'esportazione delle derrate farinose italiane in questa parte del mondo. Signori Delegati vi ringrazio della vostra attenzione.

REGGIE , wearing her headset , is talking with SYLVIE .SYLVIE jumps up and rushes next door into her booth , shutting the door after her .

The BRITISH DELEGATE rises to speak , continuing through the next scene .

Mr. Chairman, fellow delegates - my distinguished colleague from Italy. Her Majesty's delegation has listened with great patience to the Southern European position on this problem, and while we find it charmingly stated, we can not possibly agree with its content. In 1937, in the British colonies of Kenya, Uganda and Tanganyika - and, if I'm not mistaken, more or less in Somaliland - a programme of crop rotation was instituted vis - à - vis arable land which had never before known the plough, beginning before the soil was able to know the sort of fatigue now plaguing most of Western Europe. In 1937, therefore, Her Majesty's Government - at that time His Majesty's Government - was able to properly assay the situation. We therefore oppose the resolution.

The door from the hall opens and ADAM enters .He hands her a paper . INSERT - POLICE RECEIPT The one GRANDPIERRE gave REGGIE . It has been torn in half and scotch - taped back together .MED . SHOT - REGGIE AND ADAMShe turns back to the conference , flips a switch and starts speaking into her headset .

Monsieur le Président, Messieurs les délégués - mon distingué collègue de la Grande Bretagne - le problème vu par mon Gouvernement n'est pas aussi simple que nos amis les Anglais voudraient nous le faire croire. Mais leur pays n'est pas, après tout, un pays agricole, n'est - ce pas? La position française, ainsi que nous l'avons soulignée dans le rapport numéro trente - neuf bar oblique cinquante - deux de la Conférence de l'hémisphère occidental qui a eu lieu le 22 mars -

REGGIE is busy translating .MED . SHOT - CONFERENCE TABLE From REGGIE 'S and ADAM 'S ANGLE . All the DELEGATES and their AIDES suddenly turn , surprised , and look at CAMERA . REVERSE SHOT - WINDOW From the DELEGATE 'S ANGLE . Inside the booth , REGGIE and ADAM can be seen heading for the door in a hurry . MED . SHOT - CONFERENCE TABLE As the DELEGATES look at one another , confused .

TWO SHOT - REGGIE AND ADAM By the locked gate .VARIOUS SHOTS - WHAT THEY SEE A quick succession of shots showing : 1 . Children 's Merry - go - round 2 . Rond Point de Champs - Elysées with fountains playing 3 . Children 's swings 4 . Restaurant Laurent 5 . Balloon salesman

ADAM stands by the large fountain , staring off at something as REGGIE joins him .MED . SHOT - TEX He stands near the merry - go - round , looking at something in his hand : Charles ' agenda . Now he closes it and moves off , disappearing behind a hedge . TWO SHOT - REGGIE AND ADAMADAM starts off .DELETED

Between the curb and the Jardin , several temporary wooden booths have been set up . They have collected quite a CROWD . Into this area comes TEX , followed at a safe distance by ADAM . Suddenly TEX stops . DELETED CLOSE SHOT - TEX As he stares wide - eyed at something . CLOSE SHOT - STAMPS Neatly displayed on a counter of one of the booths . CLOSE SHOT - TEX As he wheels to look at another booth . CLOSE SHOT - MORE STAMPS In another arrangement . CLOSE SHOT - TEX He turns crazily to look at another booth , then another . CLOSE SHOT - EVEN MORE STAMPS Various FLASH SHOTS of stamps of all sizes , shapes and colors . MED . SHOT - TEX As he understands . He turns to rush off and bumps smack into ADAM . TEX is startled .He rushes off past ADAM , who watches him for a moment , confused , then turns toward the booth , not yet having seen the stamps . MED . SHOT - BOOTH From ADAM 's angle . There are one or two persons standing at the booth . CAMERA ZOOMS in on the display of stamps . CLOSE SHOT - ADAMHe quickly turns to find TEX. . MED . SHOT - TEX As he hops into the back of a TAXI and it pulls away from the curb . ADAM runs toward another TAXI .DELETED

As ADAM comes up the stairs and goes to REGGIE 's door . Whipping out his gun , he flings open the door .

From ADAM 's angle . TEX sits in the armchair , staring at CAMERA . Next to him is the airlines bag , its contents dumped on the floor . ANOTHER ANGLE Including ADAM as he enters , his gun trained on TEX. . Without speaking he goes to the airlines bag , then stoops down to go through the spilled contents , keeping one eye all the time on TEX. . But he ca n't find what he 's looking for .ADAM takes it and looks at it . INSERT - ENVELOPE The corner containing the stamps is missing , torn off . MED . SHOT - ADAM AND TEX TEX sees the expression on ADAM 's face and begins laughing , hysterically .

REGGIE is looking around for ADAM . She sees something across the street . CAMERA SPINS AROUND to discover SYLVIE , sitting alone on a bench near the stamp market , reading a newspaper . MED . SHOT - SYLVIE As REGGIE approaches her .They rush off into the market . TWO SHOT - REGGIE AND SYLVIE As they stop among the booths , looking around .They go off in opposite directions . MED . SHOT - REGGIE As she hurries along a row of stalls , weaving around small groups of MEN standing together , showing each other stamps . MED . SHOT - SYLVIE Searching in another section of the market .MED . SHOT - REGGIE Spotting a BOY , she runs to him and spins him around .But it is n't . MED . SHOT - SYLVIE Looking everywhere . Suddenly she sees something . CLOSE SHOT - GROUP OF MEN - THEIR LEGS Only a small boy 's elbow and part of his arm show , the rest hidden by all the legs . MED . SHOT - SYLVIE She recognizes him from these fragments .She rushes to him , CAMERA PANNING WITH HER . JEAN - LOUIS stands looking at some stamps . SYLVIE grabs him .Smiling , JEAN - LOUIS holds up an enormous sack of assorted stamps - hundreds of them .REGGIE runs up and joins them .JEAN - LOUIS looks in one direction , then in the other , trying to remember .They all run off down the line of booths . JEAN - LOUIS stops and points off .MED . SHOT - STAMP BOOTH Closed , deserted , empty . MED . SHOT - REGGIE , SYLVIE AND JEAN - LOUISHe goes to the closest booth and shakes the coat sleeve of the proprietor .Before he can finish , SYLVIE , who has heard THÉOPHILE , has JEAN - LOUIS by the hand , dragging him off at full speed , REGGIE right alongside . DELETED

A Montmartre - demande à Monsieur August au Bar des Artistes - Place Blanche.

A bare , unkempt little room . FÉLIX , a man in his sixties , sits at a table , smoking a pipe . There are stamps and albums everywhere . He holds a magnifying glass in his hand , busy studying something on the table . There is a KNOCK . He looks up . Another KNOCK .The door opens and REGGIE , followed by SYLVIE and JEAN - LOUIS , enters .He gestures for REGGIE to come closer . Together with SYLVIE and JEAN - LOUIS , she goes to the table and looks at the stamps .INSERT - STAMPS Four of them - a red , a yellow , a blue , and a green , still attached to the portion of the torn envelope .MED . SHOT - REGGIE , FÉLIX , SYLVIE AND JEAN - LOUISFÉLIX goes to his wallet for the change .He hands her the four stamps and her change .CLOSE SHOT - FÉLIX

The man who bought them last week was American. I did not see him but I heard. I knew you would come.

I know them as one knows his own face, even though I have never seen them. This yellow one - a Swedish four shilling - called ` De Gula Fyraskillingen' - issued in 1854.

It is called ` The Hawaiian Blue' and there are only seven left. In 1894 the owner of one was murdered by a rival collector who was obsessed to own it.

A two - penny Mauritius - issued in 1856. Not so rare as the others - $ 30,000 perhaps.

The best for the last - le chef - d'oeuvre de la collection. The masterpiece. It is the most valuable stamp in the world. It is called ` The Gazette Guyanne.' It was printed by hand on colored paper in 1852 and marked with the initials of the printer.

Eh, bien - I am not a thief. I knew there was some mistake. Take them.

Let me see. There are 350 European, 200 Asian, 175 American, 100 African and twelve Princess Grace commemorative - which comes to nine francs fifty.

I am a tradesman, Madame, not a doorman. And do n't forget these.

As REGGIE comes hurrying up the stairs . She goes first to ADAM 's room and knocks .There is no answer . She goes to her own door and , to her surprise , finds it an inch or two ajar .

As REGGIE enters . She freezes , having seen something on the floor . MED . SHOT - TEX His dead body lies on the floor , the wrists of his extended arms tied to the leg of the bed , his ankles to the steam radiator . And tied around his head is a plastic , transparent bag , inside of which the suffocated man 's face , the eyes bulging against the plastic clinging tight to his features , can be seen all too clearly . REGGIE enters the shot , bending down to see if he 's alive . Then she sees something beside his hands near the leg of the bed . CLOSE SHOT - CARPET With his dying effort , TEX has traced a name against the grain of the maroon carpet - ` DYLE . ' CLOSE SHOT - REGGIE Astonished and horrified .WIDER ANGLE As she gets to her feet and hurries to the phone .

BARTHOLOMEW , his face lathered for a shaving , is on the phone .

She hangs up , looks briefly at TEX 's body , shudders , then hurries to the door .

As REGGIE leaves her room and goes to the elevator . She presses the button , then notices it is in use . She goes to the stairs and starts down .

Between the landings . The stairs curve around the open elevator shaft . As REGGIE comes down the stairs , the cage rises into view . Inside is ADAM . For a moment , she stops and their eyes meet .REGGIE starts running downstairs .ADAM pushes the emergency stop button and then starts the cage down .

As REGGIE comes off the stairs , passes the elevator gate and starts down toward the lobby , the cage a few feet behind her .

Between the first landing and the lobby . REGGIE running , the elevator following .

REGGIE reaches the lobby first and , without hesitation , races toward the front door and out . The confused hotel MANAGER behind the desk can only stare in surprise . The elevator , ADAM inside , has not yet reached the bottom .

A taxi stands by the curb . REGGIE leaves the hotel and runs to it .Calmly , the DRIVER points to the little printed sign on his windshield reading `` ITALIE . ''She looks around and sees ADAM come out of the hotel and straight toward her . She turns and runs off toward the Place St. Michel .

As REGGIE comes to the corner . She stops , sees the Métro station -LRB- `` St. Michel '' -RRB- and rushes to it , scampering down the stairs . ADAM is behind her .

REGGIE comes flying down the stairs and runs past the ticket booth , fishing in her bag for her carnet -LRB- booklet of tickets -RRB- , casting a quick look behind her . CAMERA PANS QUICKLY TO ADAM just coming off the stairs , who runs after her . DELETED

REGGIE gets to the gate ahead of ADAM and manages to crowd in front of some OTHERS about to pass through . Barely stopping , she holds out her ticket to the GUARD to be punched , then heads down the platform , still running . ADAM gets to the gate but the GUARD stops him as he tries to pass through .ADAM tries to look past him , to see REGGIE , but gives it up and goes back toward the ticket booth , on the run .

CAMERA LEADING REGGIE as she runs - the passageway is nearly empty . Her footsteps echo against the tile and concrete walls . CLOSE SHOT - PASSAGEWAY WALL -LRB- TRAVELING -RRB- The jumble of advertising posters as it passes rapidly , forming a moving band of letters , women , cartoons and colors .

REGGIE stops and pauses for a moment at a sign indicating two different directions , an arrow for each . `` DIRECTION : Pte D'ORLÉANS Pte DE CLIGNANCOURT - '' Choosing `` Clignancourt , '' she runs off . CAMERA PANS SHARPLY , 180 degrees , to pick up ADAM rounding the corner in hot pursuit .

REGGIE starts down the platform , looking behind her every few steps . Suddenly she looks up in surprise - there , across the tracks on the opposite platform is ADAM . He has evidently made the wrong turn back in the passageway . They stare at each other for a moment . Then the bell rings , announcing the arrival of a train . ADAM turns , running back through the exit behind him . Not knowing what to do , REGGIE looks into the darkness of the tunnel . The approaching train can be heard .She turns to look at the gate - slowly , the pneumatic door starts to close . As it does , the train roars into the station .

The gate can be seen slowly closing . ADAM runs to it , tries to force it back but can not . Finally , he jumps up and , commando style , vaults over it .

REGGIE is just entering the red center car -LRB- the two on either side are dark green -RRB- . ADAM runs for the red car and just manages to make it as the doors shut in unison , the latches falling with a concerted click and the little whistle blowing to inform the motor - man to depart . The train starts to move .

The entire length of the car separates ADAM and REGGIE . For a moment , their eyes meet , then ADAM starts to weave his way past the other PASSENGERS , on his way to her . Suddenly , he is stopped . ADAM turns to see a TRAIN GUARD .ADAM shows him his yellow ticket and starts past him , but again the TRAIN GUARD stops him .He tries to pull away from the TRAIN GUARD and finds himself staring into the serious face of a GENDARME .ADAM looks at the GENDARME , then at REGGIE .

This car is for first class only - you have a second - class ticket.

The GENDARME opens the door for ADAM and escorts him out . ADAM turns once more to look at REGGIE as he goes . She remains in the car .

The GENDARME gestures for ADAM to enter the green , second - class car behind the red , first - class one . Reluctantly , ADAM does .

As ADAM enters and goes to the door through which he can see REGGIE in the car ahead . She is gone . Moving quickly , he returns to the exit door and looks at the platform .

From ADAM 'S P.O.V. . She is hurrying toward an exit marked `` SORTIE . '' ANOTHER ANGLE Featuring ADAM as he hurries from the car . He finds his way blocked by FIVE NUNS in large , white butterfly hats . It takes him a few precious seconds to work his way around them . DELETED

REGGIE has entered an area leading to the exit . But as she reaches the stairway leading up to the street level , she is confronted with an iron grill barring her way . She tries to open it , but it is firmly padlocked . A sign hung on it reads `` FERMÉ LES WEEKENDS . '' She turns , desperately looking for some way out .

ADAM is off the train . He stands on the platform as the train doors slam shut , the latches click , the whistle blows and the train pulls out . He looks around in all directions , looking for some sign of REGGIE . He spots the exit marked `` SORTIE '' -LRB- the same one used by REGGIE -RRB- and starts toward it .

As ADAM enters the deserted area . There is , miraculously , no sign of REGGIE . He goes to the locked grill and tries it , testing the padlock . CAMERA PANS to a phone booth -LRB- solid door with a window in the upper half -RRB- and we see REGGIE 's hand reaching up to dial a number .

REGGIE sits on the floor of the booth , dialing .She holds the receiver to her ear . The number can be heard ringing but no one answers . She hangs up and reaches for the phone book , leafing through its pages .

ADAM stands for a minute , looking around , not knowing what to do .

REGGIE has finished dialing her number and now pushes the button . It clicks loudly .

Hello, Mr. Bartholomew? - there was a call for you just now, Mr. Bartholomew - it sounded quite urgent - a Mrs. Lampert.

It is a man we 've never seen before , the physical opposite of the old BARTHOLOMEW .

Lampert? I do n't know any Mrs. Lampert - trapped in a Métro station? Who does she think I am, the C.I.A? All right, you'd better call the French police.

MED . SHOT - PHONE BOOTH . As REGGIE 's head appears , peeking cautiously over the bottom of the window . REVERSE SHOT From inside the phone booth . Through the glass ADAM can be seen , leaving the Sortie area . MED . SHOT - PHONE BOOTH Carefully , REGGIE opens the door and comes out . She goes to the corner and looks around it .

From REGGIE 'S P.O.V. as ADAM walks away from CAMERA , down the platform . CAMERA PANS TO REGGIE , peeking around the corner . She looks the opposite way , sees another exit at the other end of the platform -LRB- also marked `` SORTIE '' -RRB- . She looks back once more at ADAM , then makes up her mind and starts running towards the exit . MED . SHOT - ADAM As the bell rings announcing the next train . He turns to look and sees REGGIE .He takes off , running after her . MED . SHOT - REGGIE As she runs , ADAM several yards behind her .She turns into the exit .

As REGGIE starts up the long , steep flight of stone steps leading to the street level . ADAM appears behind her , climbing two at a time and gaining .He is rapidly closing the gap between them . It is clear that REGGIE is tiring .PASSERSBY , descending the stairs , stand aside to let the two strange Americans pass , watching in wonderment . ADAM is only a few steps behind now .As REGGIE wearily gains the top , ADAM lunges for her . He manages to grab her foot as he falls forward , but all he winds up with is a shoe which has come loose in his hand . REGGIE shrieks , then regaining her balance , continues running , limping in her one shoe . ADAM scrambles to his feet and starts after her again .

As REGGIE , still hobbling , runs through and toward the stairs , leading to the street . CAMERA PANS TO ADAM , as he , too , runs through . He is again several yards behind her .

As REGGIE comes up the stairs from the Métro . She stops long enough to kick off her other shoe , then runs across the street , ignoring the traffic , toward the Rue de Valois -LRB- which forms one side of the Palais Royal -RRB- . ADAM is gaining on her again .

The smaller court at the Comédie - Française end of the Palais gardens , separated from the larger garden by a double peristyle consisting of two twin rows -LRB- these separated from each other by a small marble court -RRB- of twenty columns each - in all , eighty columns . The only person in sight is the man we have known as BARTHOLOMEW , waiting at the far end of the columns , looking at his watch impatiently . Then , from the Rue de Valois side of the Palais , REGGIE runs into the court . She spots `` BARTHOLOMEW '' and fishes in her bag for the stamps as she runs , taking them out and waving them .ADAM has run into the court and now skids to a stop at the near end of the colonnade as he spots `` BARTHOLOMEW . '' REGGIE , still running , is halfway between the two men . `` BARTHOLOMEW '' draws his gun but ca n't get a shot at ADAM , who has ducked in among the columns .This news hits REGGIE hard and she stops , in alarm .She looks at `` BARTHOLOMEW , '' then back at ADAM , who has drawn his own gun . -LRB- NOTE : Both `` BARTHOLOMEW '' and ADAM are in among the stone columns at opposite ends of the colonnade , keeping out of each other 's sight . REGGIE stands out in the open , the stamps in her hand , confused as to which man she should go to -RRB- .REGGIE looks at one , then the other , not knowing what to do .REGGIE takes a step toward ADAM .REGGIE stops , turns back to `` BARTHOLOMEW . ''She looks toward ADAM for a moment , then back to `` BARTHOLOMEW '' , then slowly starts toward ADAM .REGGIE stops in alarm .MED . SHOT - ADAM During the following , he looks around , looking for some way out .During this ADAM has moved out from behind the columns , creeping cautiously across the open space between the two colonnades and finally , behind the second . MED . SHOT - REGGIE AND CARSONShe has seen ADAM 's move from her angle , but does n't know quite what to do .MED . SHOT - ADAM As he slowly moves along behind the second colonnade , his gun ready , trying to get an angle on CARSON .Suddenly ADAM stops - he has caught sight of CARSON through the columns . But he will have a difficult shot .CLOSE SHOT - CARSONCAMERA PANS DOWN to his gun . As his finger tightens on the trigger and the hammer moves slowly back . CLOSE SHOT - REGGIEMED . SHOT - ADAM As he aims carefully and fires . CLOSE SHOT - COLUMN As the bullet creases it . CLOSE SHOT - CARSON As the deflected bullet rips the shoulder of his coat , leaving him unharmed . He wheels . MED . SHOT - ADAM With CARSON in the b.g. , who fires at him . ADAM ducks behind the column as the bullet hits it and screams off . Quickly , he peers back out and throws another shot . MED . SHOT - REGGIE Seeing CARSON otherwise occupied , she turns and runs toward the open stage door of the Comédie Française behind her . -LRB- Beside the door is a poster announcing the forthcoming schedule of presentations . -RRB- ANOTHER ANGLE Including CARSON who , seeing REGGIE running to the door , turns and fires at her . But he is too late - she is safely inside . CARSON looks quickly back toward ADAM , then takes off after REGGIE . MED . SHOT - ADAM Over his shoulder we see a broken picture of CARSON running toward the theatre door , flashing by the near and far columns . ADAM tries to get a shot at him , but ca n't . Finally he runs after him .

You're not going to believe him, Mrs. Lampert - it's too fantastic. He's trying to trick you again.

Mrs. Lampert - if I'm who he said, what's preventing me from killing you right now?

What's the matter with you, Mrs. Lampert? Are you going to believe every lie he tells you? He wants the money for himself - that's all he's ever wanted.

Maybe not - but it takes a lot of bullets to kill me. They left me there with five of them in my legs and my stomach - they knew I was still alive but they left me. I spent ten months in a German camp - with nothing to stop the pain and no food - they were willing to take all these chances for the money, but not for me. They deserved to die!

You've got the money. It belongs to me now! Please believe me, Mrs. Lampert - I'll kill you - a little more blood wo n't matter.

ADAM arriving at the door , bangs on it , then looks around , frustrated . Several yards away he sees a short stairway leading down to a door below the street level . He runs to it , tries the door and enters .

As CARSON enters the auditorium and looks around . CARSON 'S P.O.V. . As the CAMERA SWEEPS the magnificent old theatre - boxes , seats , stage , but there is no sign of REGGIE . ANOTHER ANGLE As CARSON walks up the aisle checking between the rows of seats .

A large room , lit by a single bare bulb , under the stage . ADAM appears , moving cautiously , gun ready . He creeps along next to the wall , looking around at all the various scenic pieces which fill the room .

As CARSON moves carefully across the darkened stage near the footlights , looking for REGGIE . At mid - stage , CAMERA PANS DOWN to his feet , only a few inches from the prompter 's box . Inside , huddling down , is a terrified REGGIE , holding her breath as she watches him . ANOTHER ANGLE As CARSON moves into the opposite wings , sees the light board and throws on all the switches . The stage is bathed in light . He returns to the stage .

ADAM is looking up , having heard the footsteps on the stage over his head - and hearing them now . He looks around and sees a narrow , curving staircase leading up . He goes to it , and , starting up , finds a door . He tries the knob - the door is locked .

REGGIE , cringing back from the bright light , notices the doorknob turning . It makes a slight clicking sound .

CARSON , upstage , looking behind a piece of classic scenery , hears the doorknob and turns suddenly . CARSON 'S P.O.V. . We catch a quick glimpse of REGGIE as she ducks down out of sight . Too late . CLOSE SHOT - CARSONWIDER ANGLE REGGIE does not appear .

ADAM comes down the stairs from the prompter 's box and looks up at the ceiling . MED . SHOT - CEILING It is divided into thirty - six square sections , each numbered and lettered - from 1A to 6F . They are trapdoors . MED . SHOT - ADAM He looks from the ceiling to a row of levers on one wall . CLOSE SHOT - LEVERS Thirty - six of them , numbered and lettered to correspond to the traps .

As CARSON takes a few steps towards the prompter 's box , his gun ready .

ADAM is listening carefully , trying to figure out where CARSON is standing , watching the ceiling . CLOSE SHOT - TRAP It is marked C - 4 .MED . SHOT - ADAM As he turns to the levers and reaches for the one marked C - 4 . He is about to pull it .

ADAM stops himself from pulling the lever just in time . He lets his held breath escape . He looks back at the ceiling . CLOSE SHOT - TRAP The one marked C - 4 . As CARSON 's voice is heard , CAMERA MOVES to the next trap , marked D - 4 .MED . SHOT - ADAM He looks at the lever marked D - 4 . He is perspiring heavily . Now he slowly reaches for the lever .

CARSON is about to move closer to the prompter 's box when suddenly the stage under him opens and he plummets through out of sight . At the same time we hear a shot . CLOSE SHOT - PROMPTER 'S BOX As REGGIE slowly peers out . REGGIE 'S P.O.V. . The empty stage , without being able to see the open trap from this low angle . MED . SHOT - REGGIE As she climbs out of the booth and , seeing the open trap now , runs to it , looking down through it . MED . SHOT - OPEN TRAP FROM ABOVE , over REGGIE 's head . She can see CARSON sprawled on the floor below , face down and dead . ADAM stands beside the body , looking up at REGGIE and smiling . ANOTHER ANGLE As GRANDPIERRE and his TWO ASSISTANTS , guns drawn , walk onto the stage from the wings . They go to the open trap and look down at ADAM .ADAM is surprised , then shakes his head .

REGGIE and ADAM in the rear of the cab . REGGIE has one of her feet in her hand , shoe off , rubbing it .He starts to take the foot but she pulls it back and offers him the other one .He takes the foot and begins rubbing it .ADAM says nothing .

As REGGIE and ADAM approach the MARINE in full - dress uniform always on guard at the Embassy .

You might try the Treasury Department, ma'am - Room 216, second floor, Mr. Cruikshank.

A SECRETARY sits behind a desk . She looks up as REGGIE enters .The SECRETARY picks up her phone and presses a button .REGGIE goes to the door leading to the private office .

Featuring the door as REGGIE enters . She stops suddenly . ANOTHER ANGLE Featuring the desk . Behind it sits ADAM -LRB- now CRUIKSHANK -RRB- . REGGIE stares at him , unbelievingly , then looks around , confused . By way of explanation he indicates the door to the hall .THE END

Crooked? I should think you'd be glad to find out I was n't crooked.

The lunch hour. He probably worked it out in advance. He found an office that was usually left open and just moved in for the time you were here.

Mrs. Foster - send a memo to Bartholomew at Security recommending that -

- recommending that all Embassy offices be locked during the lunch hour.

My mother - she lives in Detroit. Come on now - give me those stamps.

How about if next week some time I put it on a marriage license - that ought to -

MEAGAN is coming down the sidewalk in slow motion . Her dress and long hair blow slightly in the breeze . The SOUND of CHILDREN CHANTING increases .On `` you '' there is a RUMBLE and a flash - like quick lightning only evil . -LRB- Choice flashes from Nightmare on Elm Street 1 & 2 -RRB- . Meagan turns at 1665 . A beautiful white , two - story house , thick with lush green foliage . Several beautiful children , all dressed in bright white , play hopscotch and jumprope on the front walk .Close on a little girl 's foot coming down on the number `` 4 '' drawn on concrete . Another RUMBLE and flash - longer , LOUDER . -LRB- Flashes from Nightmare 3 & 4 -RRB- . Meagan continues up the walk , the wind is blowing a little harder now . The trees are brown , the leaves peeling away . Moving up the walk , closer to the house . only now it 's a little darker , needs some paint . On the front porch , a LITTLE GIRL rides a tricycle .RUMBLE . Flash . -LRB- Nightmare 5 and Freddy 's Dead -RRB- .The `` ix '' echoes away , becoming the faint `` Ka ka ka '' we all recognize as Jason 's theme . Meagan turns to find that the children in the yard have vanished . It 's nighttime . The trees are dead , the grass is gone , and the horizon stretches off into utter nothingness . Meagan turns back to the little girl . But the little girl has gone . Only the tricycle remains . It circles once , the front door CREAKS open , and the empty tricycle peddles inside . Meagan follows it into the .

Meagan enters the house slowly , watching as the tri - cycle rides off down a creepy hallway and disappears . Then the front door blows shut behind Meagan . She tries to open it - locked . Then faint VOICES cause Meagan to pause . She listens , trying to make out the low murmur . Then a little girl 's GIGGLE . Meagan recognizes it as her sister 's .Meagan moves up the stairs , going down the hall . following the voices -LRB- we recognize the other voice as belonging to Freddy -RRB- . Meagan enters a door at the end of the hallway , moving into .

Try and think of a world where there is no poverty. no sickness. no crime. A world where everyone is happy to be alive and everyone lives together in peace. This is my dream.

This dream is becoming a reality with ever - growing international business.

I was day dreaming and then I woke up but then it was like I was still dreaming and then I woke up and then I guess I fainted and now I'm awake again.

Fear is real though, is n't it? And if nightmares are fear, then does n't that make them real?!

Old witch. what does she know? She is n't even qualified to give a shot and she's telling me that my dreams are n't anything to worry about.

Oh, sure. Madame Curie in there says it's just a case of heat pro - stration and an overdose of TV news. Ruined my makeup, too.

Jesse! I've been having nightmares for almost two weeks now and they keep getting worse! Now I'm having daymares! I want to know why!

You do n't understand. I want to know more about dreams. What they mean. why we have them.

That's a good idea. Why do n't you cut last period and come with me?

Did you know that our sub - conscious retains everything that ever happened to us? Everything. From the time we're born until we die.

That's how Freddy gets at us. by using our sub - conscious fears. Fears our conscious minds have repressed or forgotten.

I'm not so sure. if Freddy exists in our sub - conscious then he can never be fully erased. Like a bad memory. you may blot it out of your mind but it will alway be hiding someplace in your dreams.

Were n't you scared as a child by something so stupid that you're ashamed to admit it?

Duh. You put your quarter in and he says, `` Go ahead and draw, tenderfoot.'' And then you pull your gun out and shoot him.

I remember. Lizzy wandered off one day and we could n't find her. The police came and everything. I was n't really worried until I saw her picture on TV. then I got really scared.

Jesse, I ca n't explain it. but I think something bad's going to happen.

No. no, she would n't do that! Lizzy would n't join Freddy's cult!

That was her `` klepto'' phase. when she was dating that gang member. She dumped him a long time ago.

She used to be in the Freddy cult. Maybe she knows where they took Lizzy.

I've got to find Lizzy myself. I've got to find her and save her from Freddy before that crazy cop kills her.

Murdoch said something about going to talk to somebody named Erwin.

Oh, my God - she was here! This is part of Lizzy's shirt! It's all torn!

He got away. I had him and he got away. Oh, God. Lizzy. I lost her.

Now that I think about it - he's killed me in all my nightmares. But I'm not dead. what does it mean?

But we've still got a chance, right? A chance to kill Freddy before he gets back his power?

Erwin. I'm trusting you on this, so tell me the truth. Do you think if we do this - if we go and get Jason and bring him back to life, that he could kill Freddy?

I ca n't ask either of you to help me do this. it's illegal, immoral, disgusting.

We're looking for the old cemetery that's supposed to be around here. somewhere.

Well, we're just doing an article for our high school newspaper about the dangers of breaking into cemeteries at night. You know, stuff that can get you hurt.

Row! Row! Row your boat, gently down the stream. Merrily, merrily, merrily, merrily. life is but a dream. Come on, everybody!

Do you think you and Stormie could keep him occupied for a few minutes?

He did n't want to come with us. but he did anyway. He did it for me.

I just ca n't believe he's dead. I keep thinking he'll show up any minute.

Now. just stop! We're the ones that brought you back to life. And you have no right to kill us with that chainsaw! In fact. you owe us.

Now, I know that you've been through a lot. And I know that you're pissed off about being murdered and all.

But if you help us kill Freddy Krueger. I promise to help you find the little bastard that killed you. What do you say? Have we got a deal?

Jason, you have to hide! Stay in here and do n't come out until we tell you. Stormie. help me!

We're wasting time! We've got to close down all the churches - Freddy has to marry Lizzy on holy ground!

Do n't you understand?! He has to come to our reality to do it! It's our last chance to kill him!

Liar! Freddy killed Jesse! He was already dead when I cut his heart out!

I like you. sure. It's just that I usually shower alone, that's all.

Wait a second. I did n't mean to do that. I'm sorry. It's just that you come on a little strong, that's all. Just give me a little time to adjust to my new surroundings.

Yeah. they said she had some disease that made her. explode! Oh, God! Please hold me!

On the floor , near her bed , is Meagan 's thirteen year old sister - LIZZY . Slow for her age , Lizzy sits and draws with crayons .Meagan looks at the drawings - childlike renderings of Freddy .Meagan slowly gets to her knees and takes a peek under Lizzy 's bed . Suddenly , a doll - sized Freddy scurries out from under the bed , flashing past Meagan 's face and running out the door . Meagan yelps and touches her face - five tiny slash marks on her cheek . Lizzy clucks .Meagan looks out the door , incredulous .But when Meagan looks back , Lizzy is gone .Lizzy echoes away as Meagan finds herself standing in the .

I hate that school. The other kids are mean. and they're all re - tard - ed!

The tiny Freddy dashes from the pews and jumps into a casket at the altar , slamming the lid shut . Meagan goes to the casket and carefully opens the lid . Inside - a rotting corpse with worms and maggots crawling all over it . Meagan screams and slams the lid back down . The casket starts to move - THUMP ! THUMP ! THUMP ! Then it stops . Tentatively , Meagan opens the lid again . Inside - FREDDY KRUEGER . He grabs her arm .Meagan screams . Freddy leaps out of the casket in a tuxedo , crooning :Meagan looks down - she 's wearing a wedding dress , spattered with blood . Behind her , the chapel has filled with dozens of DEAD PEOPLE in various stages of decay . A SATANIC PRIEST appears in the pulpit and asks :Meagan looks to her left - four girls hold bouquets , dressed in body bags .Freddy opens his tuxedo jacket to reveal several trapped souls struggling to get out of his chest .> From the back of the chapel , a voice :Meagan turns . It 's her boyfriend - JESSE . He stands in the chapel doorway , backlit by bright light , arms outstretched .Meagan runs to Jesse and grabs him , their arms encircling one another . She looks up into Jesse 's eyes . only it is n't Jesse . It 's Jason . Meagan screams as Jason raises his machete , bringing it down between her eyes .

If anyone here believes that these two should not be joined in unholy matrimony, let him speak now or forever rot in hell.

Okay, Sheriff. This nightmare ai n't big enough for the two of us. draw!

Oh I'm so scared, honey. Come on! Hit me! Punch me right in the nose! I dare you!

Mmmmmmm! Yes, you are a bit juicier than your retard sister. okay, you've got the job.

Well, what are you bitching about? I could have a compound fracture of the skull and she would n't excuse me from P.E.

Okay, Meg, go look it up. You've got the rest of the day off, that's all I'm saying.

Well. when I was kid, my brother took me to the carnival. And in the penny arcade there was this robot gunslinger.

That's just it - I never could! I'd point the gun right at him and shoot, and I could never hit the guy. So I always got killed.

Okay, smartass. what about you? What scared you the most as a kid?

Stormie? I thought you and her were n't friends anymore since she stole that twenty dollars from you.

I still do n't understand. What has she got to do with Lizzy missing?

Why do n't you just let the cops find her? That guy Renton Murdoch - he knows how to deal with these cultist psychos. He was the man who got Jason Voorhees.

Well. yeah. But Murdoch put thirteen bullets in Jason before he hacked his head open.

But even with his head hacked open and his brains leaking out, Murdoch still managed to put his last bullet in Jason's eye.

Just where are you going to look? I mean, these cult guys could be holding her anywhere.

Yeah, right. Look, Erwin, just do me one favor - do n't eat nothing disgusting. My stomach is tight enough as it is.

Meagan. we do n't do drugs! I mean, what if one of us gets hooked or something?

Where are you going to find a hit man? The yellow pages? In your dreams.

Let me get this straight. we're going to go dig one dead maniac up to fight another dead maniac?

But I damn sure do n't want you to do it without me. Count me in.

Meagan opens an eye as her alarm clock BUZZES . she was dreaming . She gets up quickly and crosses to her dresser . She looks into the mirror , at the tiny cuts on her cheek , and clucks . Then she exits , going into .

Meagan opens the door to her sister 's room , breathing a sigh of relief when she sees Lizzy curled up in bed with a doll . Meagan smiles and starts to exit when she notices something not quite right about the doll . She moves closer and pulls Lizzy 's arm away to reveal a hideous little Freddy doll . Meagan gasps .Suddenly , the doll opens it 's eyes and sneers :The Freddy doll flashes it 's tiny glove of knives , thrusting them deep into Meagan 's chest .

Meagan sits up suddenly in bed , clutching her chest . She looks down and sees that there is nothing there . Meagan sighs and falls back in her bed - just a bad dream . ZZZZZZT ! - her alarm clock BUZZES . Meagan sits up with a start again . Her fright turns to rage as she pounds the alarm clock into submission . Meagan climbs out of bed .

Meagan enters and finds Lizzy still asleep , clutching her Raggedy Ann doll . She gently pries the doll away , tossing it disdainfully away . Meagan picks up a small glass unicorn and playfully prances it around on Lizzy 's head .Lizzy 's eyes flutter open . She smiles at her sister , then frowns .Lizzy hugs Meagan .

CLOSE ON a small television set on the kitchen table . A flashy graphic flashes across the screen : AM NEWS SPECIAL REPORT - COPS V.S. . THE CULT - DAY 13 . A NEWS REPORTER stands in front a police blockade . In the background , dozens of POLICE and S.W.A.T. MEN surround a small run - down , two - story house . Freddy 's house .The reporter babbles on as Meagan enters the kitchen where MEAGAN 'S MOM is sitting watching the TV , gulping down orange juice . Across from mom is MEAGAN 'S DAD , who is having coffee , reading the paper . Meagan pours herself a cup and sits .Meagan 's mom grunts , transfixed on the news . Dad looks over his paper long enough to smile and say , just a little too cheerfully :Meagan looks over at her mother , then back at her father , mouthing the words `` How 's mom ? '' , when suddenly Meagan 's mom bellows :Meagan turns back to her dad but he has ducked back into his paper . Meagan sighs and sips her coffee . ANGLE ON TV - a police booking photo of FRED KRUEGER .Meagan 's younger sister - LIZZY - comes down to breakfast . The microwave DINGS and Meagan 's mom pulls out three Pop Tarts , dealing them out to her family like playing cards . Lizzy picks up her Pop Tart , whining .Meagan snickers .Dad looks over at mom , who shoots him an angry look . Dad takes a bite of his Pop Tart , sinking back behind the paper . ANGLE ON TV -A horn TOOTS outside .Meagan collects her books and her sister . This is dad 's cue to look at his watch and say :Meagan kisses her dad as she and Lizzy hurry out the door . Meagan 's dad looks over at his wife , who says :

As the sun rises on yet another morning, still no end in sight for the standoff between police and the mysterious group known only as the `` Freddy'' cult who seized the abandoned house behind me just thirteen days ago. These cultists - mostly run - away teenagers - have managed to keep police at bay for almost two weeks while inside they take mind - altering narcotics in order to communicate with their god - Freddy.

Alleged child murderer Fred Krueger was released on a legal technicality but later burned to death at the hands of a vigilante mob of grieving parents. Some years later, a rash of bizarre and unexplainable teen - age deaths began leaving many in the area to wonder. is Freddy really dead?

Hurry up and eat. You do n't want to be late for special school.

We do n't use that word. They're `` special'' children just like you're `` special''.

The cult members have declined to an on - camera interview but did send out a note with a message. The note - which, by the way, appears to have been written in blood - reads.

To the parents of Springwood - Freddy lives! Soon he will come and take one of your children as his virgin bride. Then Freddy will - BEEP - and his - BEEP - upon her - BEEP - and - BEEP - and behold, a soulless child shall be born. The vessel for Freddy to rise and rule the darkness forever and ever.

Oh, look at the time! I've got to be going. anyone need me to bring anything home tonight?

I'm standing here with State Trooper Captain Renton Murdoch, the man the Governor has called in to deal with the cultists because of his past experience with occult - style murderers. In fact, Trooper Murdoch is the only law enforcement officer ever to survive a one - on - one encounter with notorious Camp Crystal Lake killer - Jason Voorhees.

You received some pretty nasty injuries in your battle with Jason, did n't you, Captain?

What about these so called `` Freddy'' cultists? They seem like pretty tough customers. Think you'll have any trouble getting them out of there?

Captain Renton Murdoch, ladies and gentlemen. A tough cop. for tough criminals.

Do you have to watch that crap all the time? Months and months of the O.J. Simpson trial, and now this.

I called the school after lunch. I had to stay late after work. I.

She did n't come home from school today. The police got a report that a girl fitting Lizzy's description was forced into a car by some crazies. They're pretty sure it was this `` Freddy'' cult.

Your mom and I. well, we want to thank you for saving your sister's life. we know you went through a lot.

Do n't you dare blame this on her, you sorry bastard! It's all your fault!

Meagan, Captain Murdoch here said you helped one of those cultists escape from a hospital?

And he said you desecrated a cemetery and some other really terrible things. Tell me you had nothing to do with it. Tell me there's some mistake?

Oh, Meagan. you're sick. You do n't even realize what you've done.

We're going to be there for you from now on. for both of you! And that nice lawyer we hired for you said he thinks he can get all the charges dropped. except maybe for the grave robbing and human desecration ones.

Meagan and Lizzy climb into JESSE 's car .Meagan playfully smacks him as Jesse 's car ROARS off .

Meagan 's dad hesitates at the front door , clutching his keys and briefcase as he musters the courage to say something .Mom reaches over and switches off the TV . Dad smiles slightly and exits . Mom waits until the door closes , then takes a bottle of vodka and pours a goodly bit into her orange juice . She takes a deep drink and switches the set back on . CLOSE ON TV as the news reporter interviews CAPTAIN RENTON MURDOCH - State Trooper .

No. Now that the Governor has given me complete authority to deal with these punks I should be putting an end to their situation pretty quick. Unless of course their attorney is able to get them to come out peace - fully. but I do n't hold out much hope for that.

Damn lawyers. what a bunch of assholes. Shakespeare was right - kill all the lawyers. Then we could kill all the punks with no hassles and the world would be a safer place.

Ahhhhh. what did Shakespeare know? Long - haired, English freak. He was probably a punk.

Looks like we'll have to hunt the rest of them down. Let's go before they get too far.

I told you you were wasting your time. Once these kids go rabid, best thing to do is put'em down.

Dead serious. See. the world is made up of rules. Kids do n't like rules. They rebel for a while, but ultimately they start to fall in line and become ordinary Joe's like you and me. But some kids. dope smokers mainly, watching their MTV. Satanic lyrics melting what's left of their brains. these kids grow up to be punks. And when these punks step as far over the line as these `` Freddy'' punks have - then we as peace officers have no choice but to kill them.

You can pray, sir. Pray we find your daughter before. well, before it's too late. But rest assured, if I ca n't persuade her to come back to her loving home, then I'll do what's best for her. I know you and your wife would n't want her to suffer.

No. that wo n't be necessary. I know just where they're going, and just what they're up to. And this time. I'll be ready.

You in there! This is Captain Renton Murdoch - State Trooper! I am ordering you to come out with your hands up! I'll give you until the count of three.

Alright. anybody else left in there had better say their prayers!

Your boyfriend is headed back to the looney bin where he belongs. But do n't worry, you'll be seeing him soon enough. at the arraignment.

Okay, I think we've heard enough of this crap. Take her back to the lockup.

Yeah, including murdering your boy - friend and cutting his heart out.

I know how you must feel. I had a dog once. I loved that dog. I treated her like my own daughter. We went camping, picnics in the park. I even had a little stocking for her nailed up on the mantle for Christmas. Then one day, she bit me. so I had to blow her brains out.

This is Captain Renton Murdoch - State Trooper. I'm giving you until the count of three to come out with your hands up.

Alright, now I'm through playing `` nice guy'' - I want the rest of you punks to come out right now with your hands up.

What we're going to need then is somebody to charge their lines - make a hole for us to slip in.

Now's my chance. give me sixty seconds to get in there then move in.

He's dead. and so are you if you do n't put your hands up right now!

Murdoch gets into the command car , sitting down next to the S.W.A.T. COMMANDER sitting behind the wheel .

Just got a call on the radio - three juveniles just broke into the morgue - one male, two female. The guard is pretty sure the male is in the Freddy cult - burnt face.

They got away in a pick - up - the guard did n't get the license. You want me to put out an A.P.B?

Holy Mary, mother of God. would you look at the size of that guy?

Good idea. Throw a little light on them - see if we can spot their firing positions.

Meanwhile , inside the house . the cult 's sleazy LAWYER is sitting on a crate in the middle of a dark room . He is surrounded by CULTISTS - heavily - armed teenage punks in red and olive sweaters and Fedoras ala Freddy . They stare out at him through sunglasses with red flashing diodes that barely hide their burned and disfigured faces . The lawyer shifts uncomfortably on the crate as he takes a deep snort from inside his briefcase held neatly on his lap . Then he lifts his head , wiping his nose nervously as he speaks :

So, as I explained to you before, the revenues between the TV movie deal and the book sale should be adequate to fund your joint - defense. And I think with my mass media hypnosis argument I could get each of you a reduced sentence on appeal - say. twenty years each. Out in fifteen with good behavior? Hmmmmm?

The lawyer 's disembodied head comes sailing out of an upstairs window , smacking into the command car 's windshield with a loud SPLAT !Murdoch curses and leaps out of the car , charging the house as he BLASTS away with two nickel - plated .45 s. Suddenly GUNFIRE erupts from every window in the house , BULLET HITS RIDDLING the cops cars , SMASHING windows and emergency lights . The S.W.A.T. TEAM follows Murdoch through the hail of GUNFIRE as he kicks open the front door .

WHACK ! - the door flies open and Murdoch and the S.W.A.T. team move in . The windows have been covered with foil , the walls have been painted black with cult slogans written in red , making the whole house black as pitch . The S.W.A.T. team puts on their night vision goggles and starts moving through the house . P.O.V. THROUGH NIGHT VISION GOGGLES as the S.W.A.T. team goes through the house SHOOTING cultists -LRB- ala the computer game DOOM -RRB- . Then a blinding flash of light and a S.W.A.T. guy goes down - shot in the face . Several of the cultists lead the attacking S.W.A.T. team deeper into the house . As one of the S.W.A.T. guys follows his foot trips a wire . A trap door opens in the floor and the S.W.A.T. guy falls into a pit , waist deep in water . Suddenly , the water starts churning and the guy starts screaming - it 's a tank of piranhas ! Two other S.W.A.T. guys grab his arms and pull him out . Too late - his legs have been shredded to the bone . Another S.W.A.T. guy kicks in a door to a room and steps in , FIRING his machine gun . A large scythe swings down and severs both his arms at the elbows . His arms fall to the floor , still FIRING the machine gun . The cultists race into a room , grabbing handrailing bolted over head . They swing like monkeys across the ceiling just as a S.W.A.T. guy charges into the room behind them . CLOSE ON S.W.A.T. GUY 'S BOOTS as he steps onto a floor covered with upturned nails . Several nails puncture both boots , the points coming up through the laces . The S.W.A.T. guy screams and another S.W.A.T. guy barrels into the room to see what is wrong . He knocks the first guy face - first into the floor o ' nails . Meanwhile , Murdoch is having a blast - literally . He kicks open the door to a room and guns down three cultists as they try to escape out a window . As the last body pitches to the floor , Murdoch yells :Murdoch exits , laughing to himself . The running GUNBATTLE continues as the cultists retreat to the back of the house , throwing molotov cocktails . Soon the first floor is ablaze . A S.W.A.T. guy screams as he is consumed by FIRE . The cultists thunder down a back staircase to the .

The cultists uncover a secret passageway under the house and most escape through the underground tunnel just before the S.W.A.T. team comes BLASTING into the basement . As the last of the remaining cultists is capped off , a faint voice cries for help . The S.W.A.T. commander raises up his hand .He pulls off his night vision goggles and shines his flashlight into the basement . Through the dense smoke he sees a little girl in a white dress is tied to a chair sitting on a crate . Underneath the chair - several sticks of dynamite wired to a timer . CLOSE ON THE TIMER : 30 . 29 . 28 .The S.W.A.T. commander rushes to the girl , kneeling down to look at the bomb . Then he takes a Leatherman tool from his vest and starts to work on the bomb 's timer .Murdoch comes down the stairs . He goes to the secret passageway and says :Murdoch looks at the little girl and shrugs .The S.W.A.T. commander wipes his brow and leans in to work on the bomb again . CLOSE ON TIMER : 24 . 23 . 22 . The basement ceiling is now fully ABLAZE and chunks of BURNING DEBRIS fall around the skittish S.W.A.T. team . Murdoch looks at his watch in a bored fashion .The S.W.A.T. commander studies the wires for another second , then glances back at the timer . 15 . 14 . 13 .The S.W.A.T. commander whips out his Spyderco knife and cuts the little girl loose . He carries her out in his arms as he shouts to his men :The S.W.A.T. team exits the basement with Murdoch bringing up the rear .

The S.W.A.T. commander staggers out with the little girl , followed closely with the remainder of his men and finally Murdoch . The commander throws himself to the ground , covering the little girl with his body as - BA - BOOM ! - the Elm Street house EXPLODES ! Murdoch stands as debris rains down around him . He mutters :As the dust settles , the S.W.A.T. commander rolls off the little girl and starts checking her for injury .Suddenly , the little girl jumps onto the S.W.A.T. commander , flashing a glove of knives . She hisses :With a quick swing , the little girl slashes the commander 's face . She dives back for a plunge to his throat when Murdoch walks up and kicks her off . He puts his boot on her , holding her down as he takes aim on her head with his pistol - execution style .The S.W.A.T. commander grabs Murdoch 's arm just in time . Several cops rush in and grab the girl , dragging her off , kicking and screaming .

CLOSE ON GRAFFITI written across lockers - FREDDY LIVES ! We move from this to a small classroom window . Through it we see Meagan sitting in economics class . The instructor - MISS KREPPS - is lecturing .It 's hot . Several of the kids fan themselves , struggling to stay awake while others have already passed out on their desks . Meagan 's eyes are heavy . She looks over at Jesse , pretending to follow along in his book , fast asleep . The antique oscillating fan on Miss Krepps ' desk CLICKS loudly as she drones on :Meagan starts to drift off , when .Meagan gets up and goes to the podium amidst the snickers of some of her classmates . Miss Krepps snaps her fingers for quiet .The fan on Miss Krepps ' desk starts to CLICK louder , BLOWING harder . Meagan raises an eyebrow but continues with her report .CLOSE ON THE FAN as it changes . getting creepier . turning into a Freddy - fan . BLOWING harder . CLICKING louder .Meagan repeats the last few sentences , raising her voice to be heard over the fan . Then pages of her report start to blow away . She grabs at them as the WIND increases . A bottle of glue stowed in the podium overturns and spills to the floor at Meagan 's feet . She bends over to pick it up , when her skirt blows up . She presses it down but the WIND is too great and the skirt billows up , revealing her underwear . The class roars with laughter .But Meagan is n't reading her report anymore , she 's busy trying to push down her skirt when - RIP ! - the WIND blows her skirt off . Her classmates fall over themselves , laughing . RIP ! - Meagan 's blouse blows away . She tries to hide behind the podium when that too is swept off . Meagan clutches at her bra and panties as they start to drift away - thread by thread . She is almost naked . Meagan looks up at her classmates , red in the face . Her classmates point and laugh - only now they are all a bunch of old rotten skeletons . And up front , in the center where Miss Krepps sat . is Freddy ! He wears a beanie with a propeller , points and laughs :Meagan screams , clutching at the last few tiny strands of cloth that cover her body . She calls to Jesse , pleading :But Jesse just sits at his desk - dead . He reaches up and slowly lowers a hockey mask over his pale , expressionless face .Freddy pulls out an over - sized camera with a gargantuan flashgun attached . The flash bulb is the size of a beach ball and has a nuclear warning etched in the front . Freddy sizes Meagan up in the viewfinder and sneers :PHOOMPH ! - the flash bulb goes off with an atomic light . Meagan screams as her skeleton is blown back against the blackboard - vaporized ! Meagan waking up in her seat suddenly . The classroom as normal . Miss Krepps is standing over her , asking :Meagan looks around , bewildered and confused .Meagan realizes that she was dreaming and pulls herself together .Meagan stands up and faints .

You wo n't think it's funny when you have n't learned the fundamentals of a free market economy. oh, why do I waste my breath? You're all going to grow up to be gas station attendants and waitresses anyway. Go ahead, Meagan.

MEAGAN 'S P.O.V as the SCHOOL NURSE comes into FOCUS , standing over her .Meagan is laying on a couch , a cloth over her head .Meagan stares at the nurse for a moment .The nurse slaps a wet towel over her face .

Freddy. I see. You've been watching too much CNN. That crazy `` Freddy'' cult thing - it's all over the TV day and night - you ca n't get away from it. No wonder you kids are all having nightmares.

But that's just it, Meagan. dreams are n't real. They're just broken fragments of the subconscious mind.

Jesse is waiting for Meagan as she emerges from the nurse 's office , muttering under her breath :Meagan rolls her eyes in frustration .

Meagan pours through a big psychology book . Across the table , Jesse peers into another psychology book .Jesse looks up suddenly .Over Jesse 's shoulder we see he has a copy of ROAD & TRACK tucked inside his psychology book .Meagan tries to hide her smile .Meagan laughs . Somebody shushes her .A dark mood falls over Meagan as her mind winds back .

Lizzy sits on the steps of her school , clutching her books and Raggedy Ann doll . waiting . Behind her , wearing a protective helmet , another learning disabled kid - LEONARD - taunts her .Lizzy gets to her feet and starts walking . Leonard calls after her :Lizzy keeps going , marching across the deserted school yard . Leonard turns to go inside the school when he bumps into a passing CULTIST . The cultist pushes him down as he follows after Lizzy .Lizzy walks briskly along when she gets the feeling she 's being followed . She turns and sees a cultist standing behind a tree several dozen yards behind her . Lizzy turns away and quickens her pace but when she glances back , the figure is still standing . but closer . Scared , Lizzy turns and runs , dropping her books as she flees down the sidewalk . As she comes to the street , a big black hearse suddenly pulls up in front of her , the door swinging open wide . Burned arms reach out to grab Lizzy . She screams . The cultists grab Lizzy , pulling her into the car as it roars off down the street . CLOSE ON RAGGEDY ANN - laying in the gutter .

Yes, they forgot and you're goin' to wait out here until it's dark and then the monsters are goin' come and get you!

Come back, Lizzy! You can wait with me! I got forgot too, you know!

Jesse 's car pulls up to a sea of police cars parked in front of Meagan 's house . Meagan gets out of the car and rushes inside .

COPS are everywhere as Meagan bursts into the house , calling for her family . Jesse enters behind her when Meagan 's dad comes up , asking :Meagan 's mother bellows from the living room where she is talking to a policeman taking notes . She is drunk and has been crying .Meagan 's mom breaks down sobbing .Meagan 's dad puts his arm around Meagan and tries to comfort her .Meagan looks over and sees Murdoch talking to his men when a voice from upstairs calls down :

I know it's hard to believe, miss. But a lot of good kids get caught up in this kind of trouble.

As Murdoch enters , he spots Lizzy 's night table and the small glass menagerie there . Murdoch picks up the unicorn and admires it when a TROOPER draws his attention to the floor next to the bed . Laying there are several childlike drawings of Freddy , including one that has `` Freddy Lives '' scrawled across the top . Meagan enters and sees the drawings . She gasps .Murdoch stares at the drawings , his jaw muscles tightening . He clenches his fist , pulverizing the little unicorn .Murdoch drops the broken pieces of the unicorn on the table as he exits the room , brushing past Meagan .

Meagan 's dad follows Murdoch to the door , asking :Murdoch and his men say `` good - bye '' and quickly exit .

As the last of the cops drive away , Meagan pulls Jesse out of the house .They exit to Jesse 's car .

Meagan 's high - strung best friend - STORMIE - is blurting out at a mile - a - minute :

If I did know I would call the police, you know that. I love Lizzy. No telling what those freaks will do to her. Those Freddy cult guys are hard core.

I was in the cult for a week cause my boyfriend at the time. Slasher, he was. But I just liked the music and the clothes. when they were clean, but not like the violence and stuff. But that was just my `` cult'' phase. but I got past that. You know, just like my `` gang'' phase when I was dating Ramon and then before that was my `` death rock'' phase when I was dating Stuart.

Militant feminist, man - hating phase, what's it fuckin' to ya?!

Well, one of my mom's boyfriends worked at the hospital where they took him. He said that Murdoch lost more than half his brain and what little that was left was all twisted up inside. And they had to replace his skull with a metal plate to keep that from leaking out.

One thing. he used to be a Democrat. Now he votes straight Republican.

Erwin Kelper! He used to be in the Freddy cult! I bet he knows where they took Lizzy!

Erwin is scary smart - always brought home `` A `` s - but he was kinda fucked up, too. I mean, who is n't really? Anyway, he quit the cult a few months back and the cops put him away for his own safety. They say Freddy's put a death hex on Erwin.

What she's subtly trying to tell you is that this needs a woman's gentle touch. butthead.

He's talking about dream dope - the stuff the cultists shoot up with so they can talk to Freddy.

Chill, Erwin. We're here for some hard data - not a floppy disk.

Come on, Meagan. our five minutes is up. He's giving me the creeps.

Hello, how do you do? My name is Jesse. I think I'm a man but I'm actually a wimp.

Hey, we sisters have to stand together, right? Where you lead - I'll follow. Count me in.

Where have you been? Jason was that guy who ran around in a hockey mask, chopping up camp counselors, duh?

She got her head chopped off by one of the girls she was trying to kill!

Get back, you nasty - ass bastard! Ug! I thought I had seen the last of those when my brother graduated third grade!

Jesus. get a grip, lady. You'd think a nurse in a hospital would have seen a dead body before.

I do n't know. She's pretty fucked up. God, I do n't know why I'm not.

So what do we do now - sing an Ozzy Osbourne song backwards or something?

Awwww, he wo n't be needing that. I mean, what girl would let him put his rotten ol'.

Well. does it really matter? Ca n't you use an aquarium pump or something?

You've got to quit blaming your - self for what happened to Jesse. it was n't your fault.

Nah. what are best friends for? Afterall, you stuck by me through all my crazy phases, I figure I owe you one big crazy phase, right?

You do n't scare me, Freddy! Thanks to my various phases and many hours of watching violent televison, I have become immune to violence. Seen it all and done it all! Nothing you do can gross me out - so why do n't you give it your best shot, bitch!

I'm warning you, Freddy. my father is a drill sergeant in the Marine Corps and he taught me just how to defend myself against slimy bastards like you.

Jesse narrates a short , fuzzy , silent flashback as younger - looking Renton Murdoch is BLASTING away at Jason in panic .Jason cleaves Murdoch 's head with a machete . Murdoch staggers back , raising his pistol .Murdoch FIRES , the bullet SMACKING Jason in the eye . Thick blood runs down the hockey mask as Murdoch 's body hits the ground .

Murdoch lays in a bed , his head covered in bandages . Tubes and hoses running everywhere to all sorts of medical contraptions .In a series of quick cuts we move in close on Murdoch 's eyes - dark and menacing - staring out at us .

Jesse , Meagan , and Stormie pull past the large sign and into the parking lot . As Jesse puts the car in park , Meagan turns to him and says :Jesse grudgingly agrees . Meagan kisses Jesse on the cheek . Stormie sticks her tongue out at him , then turns as she and Meagan walk toward the main entrance .

The CRIES of the insane echo through the building as the SECURITY GUARD escorts Meagan and Stormie down a row of cell doors . He stops at one , tapping lightly on the glass .The guard exits . Meagan and Stormie peer through the thick window - Erwin 's padded cell appears vacant . They exchange anxious looks , then Meagan presses a little closer to the glass .SPLAT ! - ERWIN suddenly presses his horribly burned face to the glass as he screams :Meagan and Stormie jump back , startled . Then they quickly bare their arms , turning them over for Erwin 's inspection .Erwin flops the arms of his straight jacket , gesturing to the inside of his cell - empty except for a small mattress .There is a moment as the girls take this in , then :Erwin thinks about this for a second , then :Meagan and Stormie exchange looks .Stormie grabs Meagan by the arm and starts to pull her away .But Meagan stays put and asks Erwin :Erwin presses his palm against the glass . Meagan thinks a moment , then puts her hand against the glass over his .

You've got five minutes. I'll be right down the hall if you need me.

I do n't trust you. better take off your clothes so I can check you for tracks.

Look. I'm sorry about your sister, but I've got my own problems with Freddy. I'm a marked man, you know.

To bear his child. Freddy wants to be human again. In order to do that he has to be `` reborn''.

He has to marry a virgin on holy ground. Then the cult consumate the marriage by impregnating her.

Freddy's the son of a hundred maniacs. It's sort of a tradition with him.

And Freddy enters the soul of the fetus through a dream state. Voila! Rebirth.

We'll inject ourselves with Dream Dope. It's a mild narcotic that brings on a dreamlike state.

We're going to go under and try to find Freddy. When we do, we'll grab him and bring him here. Then you kill him with this.

It's not the gun, it's what's in it - silver bullets blessed by a priest.

Have a seat over there and make yourselves comfortable. Roll up your sleeves and put these on.

It's how the cult keeps in constant contact with Freddy. The little lights flashing are a sustained occular input that causes your brain to resonate at approximately the same frequency at which the dream state is most likely to occur.

It means we've still got some time left. Until his remains are host to the Dream Demons - Freddy ca n't hurt us.

Freddy made a pact with Satan when he died. so Satan bestowed upon him the Dream Demons. They're the source of Freddy's power to manipulate our physical reality. Without them. he's powerless - nothing more than a bad dream.

We already tried that. There's no way for us to kill Freddy. He's too clever. He knows how to get to us.

You would have to hire a thousand of them. or one really big guy who is n't afraid of anything. No fear. Nada. Then you got a shot.

Jason Voorhees. that's brilliant! The perfect dream warrior. no fear.

Seriously dead. Buried up by Crystal Lake somewhere. But do n't worry, I know how to bring him back to life.

But that's not the problem. The problem is control. Once we bring Jason back from the dead. I'm not one hundred percent sure he'll do what we tell him.

No doubt about. Jason could wreck Freddy on this side of the Dreamline. But if Freddy has home court advan - tage. I do n't know. Too close to call. The trick would be to get Jason to enter a dream state, grab Freddy, and drag him out to our reality.

That's about the size of it. and I'd be doing you a disservice if I said there were n't a modicum of risk involved.

It started a long time ago, back in the fifties, when Jason drown at Camp Crystal Lake. His mother went berserk and started killing the counselors.

Right. And then Jason came back from his watery grave to get revenge.

Yeah. Chopped up a number of people before they finally caught up to him.

Not very well apparently. Jason keeps coming back to life and chopping people up. It's a never ending cycle of terror up here at Crystal Lake - a real problem.

They say he's looking for revenge on the camp counselor who murdered him as a child. Jason just happens to go about it in the socially unacceptable way of hacking through every teenager he finds until he gets the right one.

We just dug up a rotting corpse and you're worried about a little snot.

Uhhh. better not fall asleep - we've still got a lot of work to do and Freddy's out there. waiting.

Meagan. listen to me. The cops are on their way. If they find me and Jason Voorhees in the trunk there, we're finished.

I do! But when I was putting him back together, I noticed something was missing.

As you can see, I've excavated the power cable that runs across the bottom of Crystal Lake. I've cut away the insulation, exposing a patch of cable right near the water's edge.

Now when I kick this over, the water will wash down the trench and bridge an eletrical gap between the cable and the lake. There's plenty of voltage, so it should work.

Shut it off. it suddenly occurs to me that I had n't really planned for that contingency.

Well why did n't you say so?! Jesus, for a minute there I thought you were going to kill me.

Okay. okay! I'll take you right to her. Could you help me out of this?

He's going for the satellite dish! If he uplinks with a communications satellite he can beam himself any - where in the world! We'll never be rid of him!

Meagan , Jesse , and Stormie are standing in front of a pay phone , arguing .Jesse sighs and steps into the phone booth . After a moment 's hesitation , Jesse steps out and immediately both girls blurt out ten reasons why he should make the call . Jesse calls for quiet and as soon as both girls shut up , he says :Meagan fishes out a quarter and hands it to him . Jesse re - enters the booth . ANGLE IN PHONE BOOTH as Jesse dials a number .

The security guard picks up his phone as it RINGS .In the background , we hear Meagan and Stormie whisper something to Jesse .CLICK ! - The guard 's eyes grow wide .

The peaceful quiet of the asylum is shattered by a fire ALARM . Soon all the INMATES start filing out into the yard , loosely herded by the GUARDS . Erwin files out with the others , still wearing his straight jacket . Erwin looks over at the parking lot - Jesse 's car flashes it 's lights . Erwin starts to casually wander off towards the fence between himself and freedom when the SECURITY GUARD spots him and says :Erwin ignores him , still moving towards the fence .Erwin breaks into a run . The guard takes off after him . In the car , Jesse , Meagan , and Stormie watch as the guard closes the distance .With grim determination , Jesse starts his car . Jesse 's car tears out of the parking lot , racing for the fence . With a loud , metallic CHING , Jesse 's car drives into the fence , knocking that section down . Erwin dances over the downed chain - link , diving into an open window . Then , with a SQUEAL of tires and the RENDING of metal , Jesse 's car backs out of the fence , does a 180 , and PEELS off . ANGLE INSIDE CAR as Stormie and Meagan help Erwin out of his straight jacket . Once freed , Erwin extends his hand to Jesse .Jesse looks at Erwin 's outstretched hand - the fingertips are all heavily bandaged .The security guard runs up to the fence , huffing and puffing , watching as Jesse 's car disappears down the street . Then he spots something in the fence and plucks it out . Jesse 's front license plate .

CLOSE ON LIZZY , screaming and crying as the cultists close in around her . They rip her sleeve off and inject her with a syringe . After a moment , Lizzy starts to settle down . falling asleep . The cultists lift Lizzy up over their heads and carry her towards the big boiler . Inside - a raging INFERNO . LIZZY 'S DREAM STATE P.O.V. - as the cultists reach the boiler , it splits open in the middle like a giant gate . The two halves swing open wide to reveal .

A narrow rocky ledge extends out to a mausoleum atop a tall , narrow mountain . On either side of the ledge is a sheer drop to the bleak landscape below - rivers of hot molten lava stretching out for miles , filled with LOST SOULS DROWNING and BURNING . Hundreds upon hundreds of voices are SCREAMING and MOANING - a terrible chorus of the damned . The cultists carry Lizzy across the rocky ledge to the mausoleum . The outside of this ancient structure is engraved with weird murals depicting the evils of mankind . In the center - a large iron gate that swings open as the cultists near . The cultists roll Lizzy over in their arms , holding her tight as they push her face forward into the mirror . The glass gives way like mercury , Lizzy 's face disappearing into the mirror . ANGLE ON THE OTHER SIDE -LRB- UNDERWATER -RRB- - Lizzy 's face stares out into utter blackness . Then , some - thing large and evil looking swims up out of the darkness . Clawed hands reach out and grab Lizzy by the sides of the face as the huge , monstrous head moves forward - evil lips parting - tongue slithering out . The evil thing gives Lizzy a big , wet French kiss , locking it 's lips over hers . Several slippery some - things slither into her mouth . Lizzy struggles , but the big evil thing is way too strong . Finally , it releases her and the cultists pull her back out . The cultists carry Lizzy out of Hell and back into the .

Horribly burned hands slap Lizzy back from her semi - conscious state . Her eyes grow wide with fear again as she opens her mouth to scream . Suddenly , she doubles over and vomits up into a tupperware a cultist thrusts under her . Three evil - looking eels slither forth from Lizzy 's mouth - the Dream Demons .

Several shadows flee into the night as Jesse 's car pulls up next to a run - down building .

Erwin leads Meagan , Jesse and Stormie down into the old , burnt out boiler room . They work their way towards the back , to a large table and a collection of sofas and easy chair scattered about . Erwin starts sniffing around , pointing out several used syringes laying scattered about the floor .Meagan spots Lizzy 's shirt sleeve on the floor .Erwin goes to a boiler , bends down and reaches way up underneath . After fishing around for a moment , he draws out a well - worn Mutant Ninja Turtles lunch box . Inside - a vile of liquid , several syringes , and several pairs of cult shades .Meagan thinks about this for a moment , then nods her approval .Jesse jerks a thumb toward Erwin .Erwin hands Jesse an old rusty revolver .Erwin hands Meagan and Stormie each a pair of the sunglasses with flashing red diodes in each lens . Stormie puts hers on immediately and says :All of this went over Meagan 's head . Stormie shrugs :Meagan and Stormie sit down in easy chairs , rolling up their sleeves . Erwin comes over and reclines the chairs , giving each girl an injection . Then Erwin takes a seat next to Meagan and injects himself . He lets the syringe drop to the floor as he lowers his glasses .Meagan clasps hands with Erwin and Stormie . Jesse watches with skepticism and concern . Erwin ushers a final warning :Then all three FALL THROUGH their chairs into .

Meagan , Stormie , and Erwin falling through dreamspace -LRB- fantastic digital effect tunnel -RRB- , still holding hands . The girls scream as Erwin smiles and yells :

Jesse watches over Meagan , Stormie , and Erwin - all asleep in their chairs .

Meagan , Stormie , and Erwin fall into a crazy night - mare boiler room -LRB- visually reminiscent of the Freddy pictures -RRB- with rusty catwalks , huge out - of - proportion fixtures above and a sea of boiling water below . As they get to their feet , Meagan hears Lizzy 's voice :Meagan enters a shaft , following the sound when suddenly , the shaft closes up behind her . Stormie and Erwin try to find the opening again but ca n't .

Jesse is standing in front of an old , full length mirror , practicing drawing the pistol . He pulls it and pretends to fire , blowing imaginary smoke from the muzzle as he says :

Stormie and Erwin make their way through the creepy boiler room , calling for Meagan . A strange shadow stalks them - it 's Freddy . He drops down in front of Erwin and Stormie .Freddy opens up his shirt to reveal a chest full of lost souls . In the center - Meagan . Stormie charges Freddy , throwing her arms around him as she screams to Erwin :But Erwin is paralyzed with fear .Suddenly , Stormie 's arms have become huge lobster claws . She jerks away from Freddy , but too late - Stormie starts to change into a giant lobster - woman ! Freddy smiles - now he 's wearing a chef 's hat and apron .Freddy knocks the lobster - woman over the side . She falls into the boiling water far below - KER - SPLASH !

Stormie wakes with a start , yelling :Jesse spins , aiming the pistol . But nothing is there .

Freddy turns toward Erwin .Erwin stares wide - eyed , frozen to the spot .Suddenly , Erwin reaches into his sleeve and pulls out a pin . Freddy gawks - surprised . Erwin pricks his finger .

Erwin wakes with a start . Stormie smacks him .Jesse looks over to where Meagan is still sleeping .

Meagan comes down the sidewalk , still following Lizzy 's voice .It leads her to her house . Meagan enters the front door .

Meagan sees her father is sitting at the kitchen table , reading his paper . The headline reads : FREDDY LIVES !He looks up and quietly shushes her .And with that , Meagan 's dad disappears . Only the newspaper remains . Then Meagan hears Lizzy 's VOICE again . upstairs . As she comes down the upstairs hallway , Meagan passes her mother 's room . The door is open a crack . Meagan looks in and sees her mother putting an empty bottle to her lips . The bottle sucks the life out of Meagan 's mom , who shrivels up into an ugly ol' prune face . Meagan starts to help her mother when Lizzy 's cry for help draws her to .

Meagan enters . She sees Lizzy on her bed , under the covers .Meagan pulls back the covers to reveal that Lizzy is pregnant , her naked , swollen stomach protruding from her night gown . Something inside is trying to push it 's way out .Lizzy screams . Meagan moves to help her sister when Freddy 's glove BURSTS OUT of Lizzy 's stomach , stabbing Meagan in the chest .

Meagan wakes up suddenly . She looks up at Stormie , Erwin , and Jesse standing over her .They help Meagan to her feet .Stormie raises her shirt up to show Meagan she is unharmed . Erwin sneaks a look and Stormie smacks him . Meagan gets to her feet , asking :Jesse 's last three words strike Meagan like a thunder - bolt and she stammers out a name :Erwin rolls his eyes around - uncertain .Meagan embraces Stormie , then all three turn to Jesse . He looks them over and sighs :Meagan hugs Jesse . Erwin tries to hug Stormie but she pushes him away .

In his shack , listening to a small portable radio , is the NIGHT WATCHMAN . His small DOG suddenly perks up her ears and GROWLS low . The watchman turns down the radio .Then the old man hears it , too . A low RUMBLE . Moving closer . The night watchman steps out of his shack and squints into the darkness when a line of several hearses approaches . The lead hearse pulls up to the shack and the driver 's window rolls down .A Freddy cultist sticks his face out of the window and says :BANG ! - the cultist SHOOTS the old man right through the head . The night watchman falls to the ground with a lifeless THUD . The little dog starts BARKING ferociously when another SHOT silences her as well . Another cultist leaps out of the hearse and runs to the gate , cutting the chain with a pair of bolt cutters . He swings the gate open and the funeral procession proceeds inside .

We're here to see the Reverend Lovejoy. We need him to perform a wedding.

The cultists are standing around a small pit that two cultists are carefully excavating in the center of the wrecking yard . Inside the pit , the uncovered remains of Freddy Krueger - nothing more than a pile of charred bones . Lizzy is brought forward , held by a couple cultists , and injected with dream dope as the needle is passed around . She no longer struggles , accepting her fate with droopy eyes . LIZZY 'S DREAM DOPE P.O.V. - as she watches one of the cultists reach down and put a rusty funnel into Freddy 's broken jawbone . Her vision gets blurry . more surreal as another cult member steps forward with the tupperware . He pours the dream demons into the funnel . CLOSE ON FREDDY 'S REMAINS as the dream demons swim around inside his skull . His bones start to bleed . blood becoming arteries and veins . vessels becoming muscle . muscle growing scarred flesh . There is a FLASH from the pit . Then suddenly , Freddy Krueger - as you 've known him , as you 've loved him - leaps out of the pit and cries :Lizzy rolls her eyes up and faints . The cultists FIRE their weapons into the air and cheer as the building - high stacks of wrecked cars surrounding them HONK their HORNS and FLASH their LIGHTS .

Headlights as Jesse 's car zooms past a sign that reads : CRYSTAL LAKE - 13 MILES .

Jesse pulls the car into an ol' run - down service station .Jesse HONKS the horn and yells :Suddenly , a CRAZY OL' COOT appears on the opposite side with a shotgun . Everyone in the car jumps .The old man gives the occupants of the car a going over with his one good eye , hesitating a moment over Erwin , who scrunches down in the back seat , hiding under a baseball cap .Everyone in the car takes a sharp breath - cold busted ! Then they start saying `` No ! No ! '' and shaking their heads innocently in a big performance that would n't fool a stick .The ol' coot scans the foursome again closely as he acquiesces .Jesse is already standing on the gas , leaving the ol' coot standing in a cloud of smoke and dust .

Well. okay. as long as you're not going up there to do something stupid.

Take this road up about a mile and make a left at the ol' saw mill. That road will take you right on in. Eternal Peace Cemetery - ca n't miss it.

Well, after I heard about the accident on my police scanner, I came up here to have a look. When I found it I figured you'd want to know right away.

Damn kids. I just knew they were comin' up here to do somethin' stupid.

Headlights skew across a rusty iron gateway - ETERNAL PEACE CEMETERY - illuminating a sign : TRESPASSERS WILL BE SHOT ! Meagan , Jesse , Stormie , and Erwin enter the shadowy cemetery carrying lamps with shovels over their shoulders . As they search through the cemetery , Meagan asks :Erwin shines his light on Jason 's grave . ANGLE ON TOMBSTONE - JASON VOORHEES . Born :1945 . Died :1953 . Beneath the death date , crudely scratched into the stone : 1981 , 1982 , 1984 , 1985 , 1986 , 1988 , etc. . Jesse and Erwin start digging . ELLIPSIS - cemetery statues watching them dig . Stormie and Meagan take their turn . Then . Jesse hits something solid . Hands brush away the remaining dirt , exposing the coffin below . Jesse takes a sharp breath and then jams a crowbar under the lid - forcing it open . The casket lid cracks open a bit when - SSSSSS ! - noxious gas escapes . Everyone covers their mouth and nose , suppressing the urge to hurl . Then roaches . hundreds of roaches . Meagan and Stormie run off , screaming , batting at their hair and clothing . Jesse rolls around on the ground . Erwin sighs , plucks a roach off his shirt , and calmly eats it .

Meagan and Stormie stand just outside the grave , holding the light and a can of bug spray . Their hair is up , covered in plastic shower caps . Duct tape around the cuffs of their pants . They are n't taking anymore chances with bugs . Jesse and Erwin open the casket . Everyone recoils at the stench . Then they shine their lights inside - nothing but rotting chunks and a broken hockey mask . The kids putting several plastic trash bags full of Jason into the trunk of Jesse 's car and slamming the lid closed . Everyone piles into the car , exhausted . In the back , Erwin picks his nose , unaware that Stormie is watching him , her mouth gaping in horror . Erwin becomes aware of Stormie 's sickened scrutiny and pulls out his finger , presenting it to Stormie .Stormie slaps his hand away .Jesse looks over at Meagan , curled up in a ball beside him . She purrs :This news sobers everyone up immediately .Meagan leads the none - too - enthusiastic group in another chorus of `` Row Your Boat '' as Jesse 's car roars off into the night .

Meagan is leaning up against the door , murmuring softly to herself as she drifts off to sleep :In the back seat , Erwin is nuzzled between Stormie 's breasts , sucking his thumb . Both are fast asleep . Jesse stares at the road ahead , his own eyelids drooping . The car starts to weave . ANGLE OUT WINDSHIELD - we flash past Freddy holding a cardboard sign by the side of the road : WILL KILL FOR FOOD . Jesse shakes his head - nah ! He tries to concentrate on the road , his eyelids falling once more . Jesse 's car zooms past a billboard . Behind the bill - board - a highway patrol car , a radar gun sticking out of the driver 's window . CLOSE ON RADAR GUN as Jesse 's car passes in the back - ground , the red digits cascading up . Freddy , now dressed as a highway patrolman , sits behind the wheel . The radar gun 's display is reflected in his mirrored shades . It reads : KILL THEM .Freddy starts the car and pulls out , but what comes out from behind the billboard is n't a patrol car - it 's Freddy 's NIGHTMAREMOBILE - big chrome pipes belching HELLFIRE . ANGLE IN JESSE 'S REARVIEW MIRROR as Jesse 's eyelids close and his head nods forward , revealing the night - maremobile closing from behind fast . The nightmaremobile runs up to the back of Jesse 's car just an inch from the bumper . Freddy moves one of the dozen of levers on the dash . CLOSE ON FREDDY 'S HOOD ORNAMENT - a small version of Freddy 's glove . It extends out towards the back of Jesse 's car , one of the tiny knives inserting into the trunk lock and turning with a slight CLICK . The trunk lid opens . ANGLE INSIDE TRUNK - the plastic bags with Jason 's remains are moving ! Freddy works another level and the tiny glove slits each bag . The various pieces of Jason -LRB- hands , boots , intestines , etc. -RRB- crawl out of the bag .Freddy laughs as the tiny hand closes the trunk . The nightmaremobile pulls out from behind Jesse 's car , BANGING into the rear quarter panel . WHAM ! - all four occupants of the car are jolted awake , startled . Meagan looks out her window and sees the nightmaremobile as it closes in again .WHAM ! SPARKS fly . Everyone screams . Freddy laughs as he falls back for another shot . Meagan sees the dozens of lost souls trapped in the back of the night - maremobile , staring out at her through the back window . A small yellow sign reads : LOST SOULS ON BOARD . Jesse fights to keep the car on the road when suddenly , the pieces of Jason ATTACK , BURSTING from behind the back seat . One hand crawls up the back of the front seat , leaping onto Jesse 's throat . Jason 's intestines EXPLODE out of the backseat , SLITHERING and SNAKING their way around Stormie and Erwin . One of Jason 's boots wiggles under the seat , making it 's way towards the gas peddle . The other boot is content to lay under the back window and kick Erwin in the head . As Meagan fights to pull Jason 's hand of Jesse 's face , she looks down and sees Jason 's other hand between her legs . Meagan screams . Jason 's boot stomps on the gas and Jesse 's car lurches forward with the acceleration . The nightmaremobile SLAMS into the side of Jesse 's car again , causing it to swerve violently from side to side . Inside the nightmaremobile , Freddy pulls another lever . CLOSE ON THE NIGHTMAREMOBILE FENDER as a panel opens up and a circular sawblade arm extends out , CUTTING into Jesse 's car with a flurry of SPARKS . Inside , Meagan screams as the saw blade just misses her leg , CUTTING forward towards . CLOSE ON JESSE 'S FRONT TIRE as the saw blade CUTS into it . The tire BLOWS and Jesse 's car lurches off the road , veering into a tree line . CRASH ! - Jesse 's car plows fender - first into a tree , the HORN stuck on , BLARING . Freddy laughs and kicks the nightmaremobile into overdrive , ROARING OFF and disappearing with an EXPLOSION of FIRE that wisps away in an instant . In the distance - an old farmhouse . The lights go on inside . The passenger door opens and Meagan falls out onto the ground , bleeding from a slight scalp wound . A rear door opens and Stormie and Erwin spill out , locked in embrace and not seriously hurt . Meagan staggers around to the driver 's side and opens the door . Jesse is laying unconscious against the steering wheel . Meagan pulls him off the wheel and the HORN stops . Jesse is splattered with blood and his leg is a mess .Through the farmhouse window , Erwin and Stormie see the farmer on the phone .Meagan cradles Jesse 's head in her hands , crying :Erwin goes to the trunk and opens it . Inside - the garbage bags with Jason 's remains still inside - untouched . Erwin goes to Meagan and says :Erwin grabs the trash bags out of the trunk and says :Erwin takes off , disappearing with Jason 's remains into the night as SIRENS WAIL in the distance - growing close .

Jesse is laying in a hospital bed , his leg in a special tent . Meagan and Stormie watch from the doorway as a DOCTOR checks Jesse 's vitals . As he finishes , Meagan asks :Meagan sits down next to Jesse , taking his hand . Stormie turns to the doctor .The doctor exits .Meagan nods weakly . Stormie exits . Meagan lays her head on Jesse 's hand .

Yes. But he needs a lot of rest. His leg is broken in four places and he has four broken ribs and a concussion.

I'm afraid the cafeteria is closed. There are some vending machines in the lobby.

Stormie is getting several bags of munchies out of the vending machine when she turns and sees Murdoch at the information booth , flashing photos of Jesse and Erwin . Stormie dashes for the staircase .

Jesse and Meagan have fallen asleep . Jesse 's heart monitor BEEPS . On the wall , an x - ray viewer flickers to life . Freddy peeks out from behind the other side . He snickers and ducks back down . Suddenly , Freddy 's hand reaches up from inside the bed and grabs Jesse , pulling him down into the mattress . Meagan wakes and sees this , screaming as Jesse grabs onto the curtain . CLOSE ON CURTAIN ROD as the curtain pulls free of the rings . Jesse disappears into the bed , his screams echoing away . Meagan looks under the bed - nothing . She rises up again , watching as Jesse 's iv and electrode wires are pulled down after him . Meagan grabs a handful of tubes and wire and tries to pull Jesse back . But the pull is too strong and Meagan goes into the mattress .

Meagan falls to the floor of a dusty ol' saloon . As she gets to her feet she sees Jesse 's iv tubes running along the floor and out the door . Meagan follows them to the saloon door , where she stops and looks out into .

Standing in the middle of the street is Jesse , dressed in a cowboy sheriff 's outfit complete with hat , badge , and gunbelt . Meagan calls to him from the saloon door .But Jesse ca n't hear her . He 's too busy shaking with fear . staring at something coming down the street . It 's Freddy . Dressed in a Black Bart cowboy outfit .Trembling with fear , Jesse fumbles for his pistol . He pulls it out and FIRES . Freddy laughs . Jesse FIRES again . Freddy just laughs . Jesse FIRES again and again and again and Freddy just laughs and laughs and laughs . From the saloon , Meagan screams :Freddy looks over at her , annoyed .

The SOUND of Jesse 's heart monitor BEEPING erratically wakes Meagan with a start . She tries to wake Jesse .

Jesse keeps FIRING at Freddy . until his gun CLICKS empty . Freddy smiles and pulls out the biggest Goddamn gun you ever saw and says :Freddy FIRES !

Jesse 's stomach EXPLODES with BLOOD - splattering Meagan . Jesse 's heart monitor BEEPS continuously - flat line . Jesse is dead . A NURSE shows up to answer the alarm . She sees Meagan standing over Jesse 's body , covered in blood , and screams . Stormie enters the room a half - second later and gasps .Stormie reaches in and grabs Meagan , pulling her out of the room .

Stormie drags a shell - shocked Meagan down the hall , the screams of the nurse fading into the distance .Just then , Stormie spots Murdoch and his men getting off the elevator . They hear the nurse 's screams and come running towards Jesse 's room . Stormie pulls Meagan behind the nurse 's station just as Murdoch and company go thundering past . Then a VOICE on the P.A. says :Stormie and Meagan exchange worrisome looks . The announcement repeats itself again . Then again . Stormie ca n't stand it anymore - she stands up and picks up the white paging phone .Murdoch and his men come running past the nurse 's station again . Stormie turns her back to them but Murdoch goes back to the nurse 's station , asking :Stormie gestures to the elevators .Murdoch nods a quick thanks and takes off with his men right behind . Stormie exhales a giant sigh of relief as the HOSPITAL OPERATOR says :Stormie hangs up and grabs Meagan , running for the staircase .

Attention. Would Meagan or Stormie please pick up the white paging phone for a message?

The message is from Erwin. he says to meet him at the side entrance in two minutes.

Stormie drags Meagan out of the hospital just as Erwin pulls up in an old battered pick - up truck . He throws open the door and Stormie pushes Meagan inside , climbing in after her and asking :Stormie closes the door and the pick - up truck ROARS out of the parking lot .

The pick - up truck 's headlights skew across a weather - worn sign , peppered with bullet holes : CAMP CRYSTAL LAKE Erwin drives the truck through the deserted camp , past the cabins , down towards the lake . He stops a short distance away from the pier and the three of them climb out . Meagan is still in shock , letting Stormie guide her as Erwin leads them down the pier to a small diving platform tied up to the end .Erwin jumps down on the diving platform . In the center , a large form is covered by a tarp . Erwin helps Stormie down onto the platform , leaving Meagan standing on the pier . She looks out over the lake - eyes vacant . Erwin moves close to Stormie and , gesturing to Meagan , asks :Stormie gestures to the tarp .ANGLE ON JASON laying spread eagle on the diving platform , cocooned in chicken wire with dozens of coiled leads trailing off into the water . Erwin has done a good job of sewing Jason back together with barbed wire and fishing line . His arms and legs have been reinforced with steel braces and even Jason 's mask has been repaired , stitched down the middle with bailing wire . Jason looks nineties . and butch .Stormie bends down and takes a peek under the mask and quickly replaces it .Stormie thinks about this for a second , then :Meagan speaks for the first time :

A sign reads : CITY MORGUE . Through the front window a GUARD can be seen sitting at the reception desk . Erwin , Stormie , and Meagan watch him from the pick - up , parked a safe distance away .Erwin and Stormie exchange looks , then shrug - why not ?A few moments later , the guard looks up as the pick - up swerves wildly into the parking lot . He gets up and goes to the glass door , peering out . ANGLE THROUGH GLASS DOOR as Stormie and Erwin start making out - hot and heavy .

Meagan BREAKS a small window near the ceiling . She crawls onto the top of the cabinet and then drops to the floor . She shines her flashlight around the dark laboratory , illuminating anatomy charts , jars full of organs , etc. . Crossing to the lockers , Meagan tentatively opens one of the drawers and shines her light inside - ug ! Wrong guy . She opens the next drawer - ick ! Even worse . Meagan opens a third drawer - Jesse . Her lip starts to quiver as she caresses his face .

At the glass door , the guard is watching the action in the parking lot , his breath fogging the window . He wipes the glass clean with his sleeve to get a better look . Inside the truck , Stormie and Erwin wrestle around .The windows are starting to steam up .

Meagan pulls on a labcoat and puts on a pair of rubber gloves . Then she opens a drawer full of shiny instru - ments -LRB- saws , rib cutters , etc. -RRB- and selects a large knife . Meagan stands over Jesse 's body . She pulls back the sheet , exposing his chest . Meagan raises the knife far above her head .Meagan plunges the knife into Jesse 's chest with a sickening THWACK !

The windows of the pick - up are now badly fogged , obscuring the guard 's view . He licks his lips , deciding to investigate closer . The guard unlocks the front door and starts toward Stormie and Erwin . They spot him coming and break their embrace . In another moment , the pick - up is PEELING out of the parking lot . The guard watches the truck go , shakes his head , and goes back inside to start his rounds . Up the street , parked with the lights off in the night shade of a large tree , Stormie and Erwin watch as the guard starts down the glass enclosed hallway towards the morgue .Erwin panics for a moment , then HONKS the HORN .

Meagan is trying to pull Jesse 's heart out of his chest but it just wo n't come , some vein or muscle fiber keeps pulling it back . She jumps at the HORN , then starts pulling harder . In the hallway just outside , the guard hears the HORN and stops . He starts back for the front , when suddenly the HORN stops . Meagan hacks at the last bits of stringy goo that cling to Jesse 's heart . As the last strand goes , Meagan tumbles backwards to the floor with a loud THUD . The guard hears that and turns back towards the morgue , drawing his gun . He tip - toes to the door and carefully unlocks it , leaving his keys in the lock . Taking a two - handed Weaver stance , the guard raises his foot and kicks the door . WHACK ! - the door flies open and the guard leaps inside like Marshall Dillon , snapping on the lights . He gasps , eyes going wide as he scans the room . One of the drawers is open . the stiff 's chest has got a huge hole in it . blood spattered everywhere . a bunch of bloody footprints leading over to the cabinet . Suddenly , the guard sees Meagan half out the window and cries :Meagan rolls out of the window just as the guard FIRES . The unbroken section of the window SHATTERS . The guard curses and races for the .

The guard comes running out just in time to see Meagan close the passenger door and the truck ROAR away . He shrinks , dejected - no way to catch them now . The guard heads back inside to report this mess and finds that the door has closed and locked behind him .

The crazy ol' coot is leading Murdoch through the cemetery .The ol' coot shines his light down into Jason 's empty grave .The S.W.A.T. commander comes up to Murdoch .

Meagan sits on the end of the pier , watching silently as Erwin sews Jesse 's heart into Jason 's chest using dental floss . Stormie comes up behind her and puts her jacket around Meagan 's shoulders , sits down beside her and says :Erwin finishes sewing up Jason and climbs back onto the pier , cutting the diving platform free . He kicks it off and it floats out into the lake , drifting free . Then Erwin herds the girls down the shore , leading them over to where a short trench has been dug leading from the water 's edge . In the bottom of the trench - an uncovered power cable .Erwin picks up a nearby bucket of water and sets it at the head of the trench .Erwin kicks the bucket over . The water washes down the trench , over the cable , and - POW ! Z - Z - Z - ZAP ! A huge SPARK HITS EXPLODES . Then the lake begins to glow and the water begins to churn . Erwin and the girls jump back as ELECTRICITY ARCS from the lake , engulfing the diving platform . The ARCS of ELECTRICITY leap from the chicken wire onto Jason 's body , his massive frame convulsing . CLOSE ON HOCKEY MASK as we PUSH IN - the electricity spirals down into the eye hole like water running down a drain . CLOSE ON JASON 'S EYE as it opens ! We dive into the eye and take a fantastic dream/time travel to .

CLOSE ON MASK -LRB- 1950 's version of a hockey mask -RRB- reflected in the water . A young hand reaches up and pulls off the mask , revealing the disfigured boy beneath . This is JASON - AGE 9 . JASON 'S FATHER comes to the doorway of their run - down cabin in dirty longjohns , holding a bottle of rye . He bellows :Jason jumps at his father 's voice , hesitates only slightly , then runs toward him , stopping abruptly several paces away .Jason stands , looking at his bare feet . His father smacks him upside the head , shoving him towards the woodshed .Jason 's pace slows as he enters the dark shed - he knows what 's coming next .Jason slowly complies as his father loosens his belt . Suddenly , JASON 'S MOTHER is just outside the doorway , calling :Jason gives his father a sideways glance , then scurries towards his mother .Jason 's mother gives him a mason jar stuffed with dollars and change .Jason holds his ground for a second , unsure whom to obey , when his mother shoos him away .Jason takes off up the road . His father sneers :Jason 's mother pulls a knife from her apron .Jason 's mother charges at her husband , shoving him back into the shed with the knife . Jason looks back . Through the open window he sees his mother 's arm coming down repeatedly with the knife , his father 's arms flailing helplessly . Then both disappear from view . After a moment his mother appears in the door - way , spattered with blood . She smiles and waves to him , calling :Jason turns and runs to .

What did I teach you, boy? Do n't ever take your mask off out in public. I do n't want nobody to see that ugly mug of yours.

I saved up some money. I want you to take and go on up to that summer camp just up the road. Tell the man you want to stay there.

Go on, son. have a good time! Mommy will come and git you some day soon!

Wearing his mask , Jason walks through the entrance to the camp with his jar of money . In the office , the HEAD COUNSELOR takes his money and shakes his hand .The other KIDS dance around Jason , taunting him . laughing at him . pointing and teasing . Jason breaks away , running towards the pier . Jason sits at the end of the pier , looking at his own reflection . He removes the mask and watches as the distortions in the water make his face look normal . Someone comes up behind Jason slowly . Jason is n't aware of their presence until a shadowy reflection appears behind his own . Jason turns to see who when he is suddenly pushed into the lake . Jason splashes to the surface , sputtering , trying to stay afloat . A hand pushes his head back under the water . JASON 'S UNDERWATER P.O.V. - a distorted image of whoever is holding him under . Jason thrusts out his arms , fighting to get back to the surface . fighting just to see who is killing him before he dies .

Jason comes alive , thrashing around on the diving dock , the electricity all over him like a spider web . On shore , Erwin and the girls gasp .Meagan and Stormie bounce , excitedly . But something is wrong . Jason thrashes around on the dock , unable to break the crisscross of high voltage chicken wire .But all Erwin can do is scratch his head . Meagan rushes to the shore line and screams out over the lake :Jason clenches his meaty fists and SLAMS them down against the diving dock . SMASHING it to bits . Water rushes over him and - ZZZZT ! KA - POW ! A power transformer on shore EXPLODES , causing Meagan and her friends to cringe . When they look back , the electrical light show fades away , leaving nothing but smoke and floating debris . Meagan and Stormie turn to Erwin , who shrugs shyly and says :Meagan and Stormie begin a verbal barrage that would shrink any man to pus . much less Erwin . He cowers between them , offering quick excuses and humble apologies . All three are so wrapped up in laying blame that they never notice Jason 's shadowy figure as it rises from the lake . Then they do see him . scream and run . Jason charges after the kids in his familiar `` unstoppable killer '' gait . Erwin ducks inside the tool shed as Meagan and Stormie dash past . He closes the door behind him and squirms out a tiny window just as Jason kicks open the door and steps inside . Erwin races around to the front and closes the door . He fastens the latch and padlock , then calls to the girls :Just then , the SOUND of a CHAINSAW as the blade RIPS through the tool shed door . Erwin screams like a girl and runs away .

Meagan and Stormie run into the main room . Stormie spots a phone and goes to it , dialing frantically .Just then , Erwin bursts into the cabin , slamming the door shut behind him .Stormie and Meagan look out the window - sure enough , Jason is storming towards them , holding the chainsaw .Erwin screams and runs for the closet , hiding inside . Stormie clucks :Just then , the chainsaw RIPS through the front door . Meagan and Stormie scream and follow Erwin into the closet , closing themselves inside . They cower in the closet , listening . for a long moment . nothing but the sound of their heavy breathing . Then , with the RIPPING of WOOD , Jason chainsaws the closet door - knocking it to the floor . Erwin draws out his pin and starts stabbing himself in the finger . Jason charges forward , when Meagan suddenly stands up in front of him and yells :To everyone 's shock . Jason does .Jason cocks his massive head like a perplexed pup .Meagan takes off the necklace that Jesse gave her and opens the locket . She shows Jason the photo of Jesse inside . Jason drops the chainsaw and takes the locket in his humongous hands , gently touching the photo of Jesse with a meaty finger .Meagan sticks out her hand to shake . Jason stares at it , looks back at the locket , then to Meagan . Finally , he reaches out his huge hand for Meagan 's when . Brilliant , blinding white light blazes through the windows , freezing everyone to the spot . Anxious to get out of the closet with Jason , Erwin crawls across the floor and peeks out over the window sill . ANGLE OUT WINDOW - a dozen police cars shine their lights towards the cabin , two dozen COPS aim their weapons . In the middle of this impressive show of force is Murdoch . He raises a bullhorn to his lips .Meagan turns to Jason , shoving him back into the closet .Stormie helps Meagan stuff Jason into the closet , closing the door . Then they quickly smooth down their hair and clothes , moving towards the door .

Meagan , Stormie , and Erwin come out with their hands raised high above their heads . As they walk towards the police cars , several of the S.W.A.T. team moves in and arrests them . As they are handcuffed and searched , Murdoch goes on the bullhorn again :Suddenly , one of the cops points towards the cabin and shouts :All heads turn towards the cabin , where Jason 's massive frame is filling the doorway .All the cops level their weapons at Jason when Murdoch suddenly steps forward , gesturing for everyone to get behind him .Murdoch takes a few steps towards the cabin and sneers :Jason raises the chainsaw - he remembers Murdoch too . Murdoch goes for his gun , but instead of bringing out a pistol , he holds a laser designator . Murdoch fires . A big red dot appears on Jason 's chest . Jason looks down at it like it was a harmless bug . He looks back up at Murdoch , who raises a radio to his lips and says :

A military jet flying above drops it 's payload - a laser - guided napalm bomb .

A slight WHISTLE sound grows in the skies above Camp Crystal Lake . Jason looks up . SMART BOMB P.O.V. as it drops down on Jason - homing in on the laser dot on his chest . BA - BOOM ! - Camp Crystal Lake EXPLODES in flames . All the cops take cover as FIRE RAINS DOWN on them . Only Murdoch stands his ground , his arms outstretched as he embraces the terrible sight .A cop behind him says :Murdoch looks up - sure enough , his Smokey Bear hat is burning above the brim . Meagan watches as Camp Crystal Lake is consume in flames , her last hope of saving Lizzy - gone . Then a cop shoves her into a police car with Stormie . Erwin is put into another car and the three exchange worrisome looks through the windows just before the cars pull away . As the cops start to pull out , one of them notices something moving amidst the flames - a large BURNING form , walking towards the lake . As it stumbles out onto the pier , the cop turns to his partner and says :But just then , the form falls through the BURNING pier , SPLASHING into the water below . The partner looks , sees nothing , and shrugs .He shrugs it off and exits after his partner . Murdoch , his hat still smoking a little , surveys the sight one last time before climbing into his patrol car and driving away .

A cell door SLAMS in front of Stormie 's face . A cell door SLAMS in front of Meagan 's face . Both girls are behind bars , separated by a cement wall . The hefty female DEPUTY in charge of the cellblock goes back to her desk . Both girls stand in their cells next to eachother , watching as the deputy goes back to her desk and begins to devour three combo - burritos .Meagan leans up against the wall , sliding down to the floor in defeat .Stormie plops down on her cot .Just then , Deputy Miller steps in front of Meagan 's cell , unlocking it .

Deputy Miller brings Meagan out of the cellblock , where her mom and dad are waiting with Captain Murdoch . Meagan 's mom rushes up and hugs Meagan .Meagan stands handcuffed , her hair mussed , her clothes bloody and soiled .

The deputy is so busy munching down on her burritos that she does n't notice the strange shadow that passes behind her . The shadow moves down the cellblock , accompanied by a slight SCRAPING . Freddy 's glove materializes , raking the knives along the metal cross bars . Freddy stops at Stormie 's cell , looking inside . Stormie is fast asleep . Freddy walks into Stormie 's cell , passing right through the bars . Suddenly , Stormie wakes and , seeing Freddy , jumps to her feet and screams .But the deputy at the end of the cellblock does n't respond , finishing off the rest of the burrito and licking her meaty fingers clean . Freddy puts his forefinger knife to his lips and shushes Stormie , pointing to her cot . Stormie looks over and sees her - self asleep .She looks up at Freddy , who smiles and says :Freddy flashes the glove of knives .

Freddy taunts Stormie as the circle around in the cell by slicing off his fingers , squirting green slime . Stormie winces a little but keeps her distance and cool .Freddy swings the glove but Stormie ducks , keeping her defensive stance .Freddy juts out his chin , gesturing for Stormie to take a punch . Stormie throws a right and pops Freddy right in the nose .Stormie smiles but that soon fades as she realizes her fist is stuck in Freddy 's nose . Freddy takes in a breath and Stormie 's arm is sucked up past the elbow . She screams . Freddy takes a deep breath and snorts Stormie right up his nose , her screams turning into a faint BUZZ . Freddy smiles .

Now the size of a flea , Stormie is clinging to one of hundreds of pointed tree trunks jutting out from the circular walls - Freddy 's nose hairs . Stuck in those humongous hairs are clumps of icky gunk - boogers . Sitting next to Stormie , a particularly large and rotund booger clump opens its eyes and says -LRB- in the distorted voice of Harry Manfredini -RRB- :Stormie screams , backing up into the `` trees '' , trying to put distance between herself and Boogerman .Boogerman licks his fat , nasty lips with a slimy green tongue - he does kinda look like Jabba . Stormie screams again .

Aww, do n't go. we can play `` Star Wars''. You can be Princess Leia and I'll be Jabba the Hutt!

Meagan is getting more and more agitated .Meagan 's parents stare at their daughter with confused , frightened looks .A couple of DEPUTIES grab Meagan . She throws them off and they grab her again , roughly . Meagan 's parents watch in pain and horror as the deputies drag their daughter back to her cell , kicking and screaming .Meagan 's mom and dad gasp , recoiling with horror .Meagan 's raving grows faint as she disappears into the cellblock . Murdoch pulls Meagan 's dad aside .

Freddy starts to dig in his nose with his forefinger knife . A giant knife blade comes charging up the nostril cavern , sending Stormie into hysterics .Boogerman starts lumbering up into the back of the nostril cavern . Stormie watches the massive knife blade as it comes right for her , then at the last possible second she starts climbing after Boogerman . She pushes past the disgusting blob of goo , racing ahead .INSERT - Freddy pushes the knife way far back into his head . The giant knife spears Boogerman in the back , running him through and spilling his `` Boogerman '' guts out his front . Stormie gives a little squeal as Boogerman is pulled out , kicking and screaming . Freddy withdraws the knife from his nose , peering closely at the tiny Boogerman impaled on the end . He twists his mouth in utter disdain and flicks Booger - man across the cell . Boogerman screams as he flies across vast space , smack - ing into the far wall with a giant SPLAT ! Boogerman flattens outwards into a thin pancake of Boogerman goo , his nasty head still alive in the center . Freddy reaches through the bars of the cell , his arm extending out in a grotesque fashion all the way to the deputy 's desk . He feels around on the table until he touches the pepper shaker , drawing it back into Stormie 's cell . Freddy sprinkles a small amount of pepper into his right palm and breathes it in deeply - the specks of pepper becoming rocks that pelt Stormie as she clings to life deep inside the nostril . Freddy 's face begins to distort , his nose wrinkling up - the beginnings of a sneeze .Micro - Stormie comes blasting out of Freddy 's nose with globules of snot . She flies across the massive cell , headed directly for the splattered Boogerman , screaming her head off . Boogerman sees Stormie racing towards him and he screams too .

As the deputy brings Meagan back to her cell they hear a loud SPLAT !The deputy pushes Meagan back as she moves forward cautiously , glancing around the wall into Stormie 's cell . then promptly puking combo burrito . Meagan runs up and looks . The wall to Stormie 's cell is splattered with blood and bits . Meagan falls to her knees , sobbing as more DEPUTIES come running into the cellblock , answering the deputy 's puke - choked scream .We BOOM OUT of this chaos and go to .

An ambulance races along the road with it 's emergency lights flashing . In back Erwin lays strapped to a gurney . Up front sit a DRIVER and an ATTENDANT . They chat disparagingly about the freak in the back , when suddenly a large form appears in the road just ahead . The driver slams on the brakes and the wheels lock up with a terrible SQUEAL . WHUMP ! - the ambulance plows into the form , knocking it some fifty feet down the road . The driver and the attendant stare out of the cracked windshield in shock . Finally , the driver turns to the attendant and says :The driver gets out and goes to the form laying in the road . He bends down to examine the charred , mammoth carcass when a fist flies up , smacking the driver in the face . He falls to the ground , unconscious . The corpse sits up in the glare from the headlights - it 's Jason ! Burnt and blackened but ready for action ! He starts towards the ambulance . The attendant gets out and pulls his service revolver , emptying into Jason 's chest . Jason recoils only slightly as BULLET HITS BURST his coveralls , then he grabs the attendant by the head as he snaps the empty pistol in panic . Jason slams the attendant 's face into the side of the ambulance . In the back of the ambulance , a terror - stricken Erwin watches as a face shaped dent appears in the wall with a sickening WRENCHING of METAL and FLESH . Then . silence . RIP ! - Jason pulls off the back door of the ambulance and climbs inside , the shocks bottoming out under his weight . He reaches out for Erwin , who closes his eyes . waiting for the inevitable . Then . nothing . After a second , Erwin opens an eye . Jason is standing over him , hand outstretched . In his big , burnt palm - Meagan 's necklace . Erwin looks from the necklace to Jason . Jason thrusts out his hand impatiently .Again with the thrusting .Jason shakes his palm at Erwin yet a third time .Jason reaches over and yanks out the gurney straps . Erwin exits out the back with Jason following close behind . Erwin climbs in behind the wheel , saying :Jason pushes Erwin aside so roughly that he slams into the passenger side door .As Jason climbs into the driver 's seat , a CHIME goes off as a female COMPUTER VOICE in a pleasant tone says :Erwin fastens his . Jason watches him and pulls the safety belt across his massive chest - it wo n't reach . Jason pulls harder , ripping the belt out of the bolts . The CHIME goes crazy .Jason SMASHES the dashboard with his fist , silencing the voice and chime . He turns suddenly to Erwin as if to say , `` Yeah ?! What about it ? '' Erwin shrugs nervously :With tires SQUEALING , burning rubber and smoke , the ambulance roars away into the early morning .

Fasten your safety belt, please. Fasten your safety belt, please.

Meagan stares through the bars of her cell at the sun as it peeks out over the horizon . The deputy gets up to leave for the six a.m. shift change . As she goes , she switches on the cellblock TV . ANGLE ON TV - An early morning religious program is on .A shot of the REVEREND LOVEJOY at the podium in his studio , giving kind words of encouragement .The good reverend goes on about it always being darkest before the dawn , have faith and your prayers will be answered , etc. . Meagan turns and watches the sunrise - glorious . Tears stream down her cheeks . Then a commercial comes on :

This is Channel 12 - Station W.G.O.D. - where the `` W'' stands for `` Worship'' And now. `` Daily Affirmation'' with Reverend Lawrence Lovejoy.

Good morning, friends. the Good Book says that each morning brings a new light into our lives.

You can own a videotape of Reverend Lovejoy's Daily Affirmation for only $ 19.95.

and if there be anyone among you who has any reason why these two should not be joined in holy.

Once again. if there be anyone among you who does not want these two people to be joined. let him speak now or forever hold his peace.

In his booth at the main gate , the GATE GUARD watches as a procession of hearses approaches . As the first hearse reaches the gate , the guard steps out and says :A cultist sticks his head out the window and says :The cultist produces a pistol - BANG !

The REVEREND LOVEJOY is at his podium , his WIFE at the organ , waiting for the commercial break to be over . The FLOOR MANAGER counts down - three . two . one . BAM ! - the cultists burst into the studio . The CAMERA OPERATOR and FLOOR MANAGER are killed . The Reverend Lovejoy and his WIFE , at the organ , are taken hostage .

ANGLE ON TV as the cultists take the reverend and his wife hostage . Meagan watches , suddenly perplexed .

The cultists break into the control room , killing the DIRECTOR and STAFF . One slips into the sound booth , garroting the RELIGIOUS ANNOUNCER with a piece of wire . Another SMASHES the control board , killing the signal . All the feed monitors go snowy .

ANGLE ON TV as the picture goes to static . Just then , the deputy appears in front of Meagan 's cell .Meagan looks back at the TV as she slowly starts to get undressed .

We found your patrol car, Captain. It was abandoned near a local religious station.

The deputy ushers Meagan into the showers . Inside , a naked group of mean , nasty , ugly JAIL HOUSE BITCHES are showering , washing hairy pits , flabby tattooed skin , and greasy hair . They eye Meagan like the dessert bar at Denny 's as she crosses to the opposite side , sneaking into a corner . Meagan turns on the shower and drops the towel - the bitches whistle and catcall . Just then , the deputy gets called away , leaving Meagan to the mercy of the bitches . The head bitch slides over to Meagan and says :The head bitch grabs at Meagan , who resists . But this bitch is big and tough and holds Meagan by the wrists as she tries to kiss her . The other bitches laugh .Meagan scratches the head bitch 's face . She backs off screaming , wiping blood from her face . Then she spits , reaches down -LRB- below the frame line -RRB- and produces a shiv .The head bitch moves in . Meagan takes a cautious step back , bumping into tile - nowhere to go . She holds up her hands .The head bitch stops , curious .Meagan comes up to the woman , raising her arms . In a flash , the head bitch has the shiv to Meagan 's jugular - a warning . Meagan carefully puts her arm around the bitch and kisses her full on the mouth . After a long , uncomfortable moment , they break . The head bitch smiles .The other bitches smile as the head bitch slips her arm around Meagan 's waist and pulls her tight .The head bitch holds Meagan tight as she sobs , smoothing her hair . The other bitches share a look of concern as one asks :The head bitch suddenly springs back as if Meagan were Satan himself . She runs for the other bitches but they are n't having anything to do with her . All the bitches race for the exit . The deputy comes to the shower room doorway and shouts :WHAM ! - the bitches run her over , stripping the keys from her belt . They unlock the cellblock door and go running into the police station , screaming butt - naked . After the bitches exit , Meagan 's hand reaches out and drags the unconscious deputy into the shower .

If you wo n't give me a piece then I'll just cut one for myself.

Easy. honey. It's goin' be alright. But what I asked you is why you're in here?

The bitches come running butt - naked and screaming through the station . Several deputies chase after them , tackle them and try to cuff them . A brawl ensues . Chaos . Murdoch sits on a desk , reading a report . He looks up at the madness and mutters :

A DEPUTY enters the showers and sees a naked woman on top of a deputy , their arms locked in a struggle . The deputy cracks the naked woman in the back of the head with her baton and she falls to the side , revealing Meagan - now dressed in the deputy 's uniform - laying on the shower floor . The deputy realizes her mistake too late - Meagan sprays her in the face with mace and she sinks to her knees , screaming and clutching her face . Meagan leaps to her feet , grabs a towel to hold over her face -LRB- as if she had a broken nose -RRB- and starts to exit . On her way out , Meagan is passed by several DEPUTIES charging into the showers to restore order . She gestures them on , then slips into an emergency exit to freedom .

Meagan exits the station just as a patrol car pulls up . She reaches in and grabs the JUNIOR TROOPER , pulling him out . Then she slips behind the wheel and ROARS off . The junior trooper calls after her :

The cultists surround Reverend Lovejoy as he nervously shakes his head , saying :One of the cultists puts a gun to Mrs. Lovejoy 's head .The reverend swallows and says :Lizzy is brought forth . The cultists take her arm and inject her with the dream dope . Lizzy 's head lulls around as she chants softly :The rest of the cultists shoot up - passing the needle from one to another .The good reverend watches this with a lump in his throat . He shudders and asks :Lizzy is almost asleep .The neon cross behind the podium begins to flicker . Then with a sharp SNAP of electricity , the cross falls over , turning upside down . It hangs there for an instant then - POW ! - the cross EXPLODES , catching the curtains on FIRE . As the FLAMES consume the curtains , a hole in reality appears - a Dreamgate . Freddy comes springing out , leaping in front of the podium . He laughs and turns to Lizzy , asleep on the bench .Lizzy looks up and smiles .

Lizzy and Freddy stand before Reverend Lovejoy .Freddy holds up a finger - `` Ah - ah '' .WHAM ! - Meagan bursts in .Everyone turns and looks as Meagan comes to the pulpit .Freddy moves close to Meagan , running a blade over and around Meagan 's neck as she struggles to remain calm .

Outside , the cultists surrounding the outside of the station watch as dozens of police vehicles swarm to the fence . Murdoch and the S.W.A.T. commander get out of the lead car . Murdoch picks up his bullhorn and says :A CULTIST SNIPER FIRES a shot at Murdoch , the bullet hit SMASHING the emergency lights atop his car . The other cops duck down , but not Murdoch , he turns calmly to the S.W.A.T. commander and says :The commander gives the flare gun to Murdoch , adding :As the commander speaks , Murdoch aims the pistol carefully and FIRES . PHOOMPH ! - the flare streaks to the roof of the TV station , SMACKING the sniper . He BURSTS into FLAMES and tumbles to the ground , screaming . Murdoch hands the flare gun back to the commander , going back on the bullhorn and saying :The cultists respond by filling the air with hot lead - BULLET HITS RIDDLE the cop cars , SMASHING glass and PIERCING metal . The cops FIRE back , BULLET HITS EXPLODING all along the sides of the TV station .

The cultists bare Meagan 's arm and inject her with dream dope . She takes her place at the threshold beside Freddy .

As the battle outside between the cultists and the cops RAGES , Murdoch and the S.W.A.T. commander squat down behind a fender to reload .Just then , an ambulance comes ROARING through the police lines , causing the cops to scurry like mice .Murdoch squints to see who 's driving . it 's Jason ! Erwin smiles and waves to Murdoch through the passenger side window as the ambulance zooms past . Murdoch curses , drawing his pistol and SHOOTING after the ambulance . The other COPS join in a moment later , BULLET HITS SPARKING off the back of the ambulance as it CRASHES through the front gate . Inside the ambulance , Erwin hazards a glance back at the cops , then he turns to Jason and says :Erwin looks ahead and screams . ANGLE THROUGH WINDSHIELD as three cultists stand directly in front of the speeding ambulance , FIRING machine guns . The glass EXPLODES just as Erwin ducks down . Two cultists suddenly scatter as Jason rams the ambulance into the middle one just before plowing into the side of the station with a CRASH . Erwin pushes down his airbag just in time to see a cultist closing in with a gun . He reaches through the smashed windshield and grabs the squashed cultist 's machine gun laying on the hood . Erwin turns , SHOOTS the cultist just in time . As Jason kicks open the driver 's side door he is greeted by two cultists SHOOTING at him . Jason RIPS OFF the driver 's side door and hurls it at the two punks , knocking them down like bowling pins . Then Jason reaches back into the ambulance , pulls out the Jaws of Life and , with Erwin covering his back , starts towards the front door .

The wedding proceeds .Meagan looks around . no one says anything . The reverend clears his throat to continue when . WHAM ! - the studio door flies open and Jason appears in the doorway holding the Jaws of Life .The cultists attack Jason . Jason grabs the first one with the Jaws of Life - folds him in half like a rag doll . Another attacks with a machete . bad idea . One more cultist down and now Jason owns the machete . Jason finishes off the last two cultists as Erwin barricades the studio door . The cultists on the other side start POUNDING . Jason starts swinging at Freddy with the machete , slicing through a camera cable . CLOSE ON CABLE as it falls to the floor . Freddy jumps back through the Dreamgate , closing it behind him . Erwin runs over to Meagan and Lizzy . He tries to wake them but ca n't . As Jason lumbers over , Erwin looks up and says :Erwin thinks for a moment , then rushes over to a couple of dead cultists . He takes their syringes . Erwin jabs Jason in the neck with two syringes full of dream dope .Jason staggers forward , falling into .

Jason falls into a boxing arena . The ropes are entrails and atop each corner post is mounted a human head . The spectators are all DEMONS , MONSTERS , and the LIVING DEAD . Jason looks over at his opponent - dressed in boxing shorts , shoes , and gloves - it 's Freddy . Jason raises his arms and finds he too is wearing boxing gloves . TED BUNDY steps into the ring .BANG ! - a bullet hole appears in Ted 's forehead , BLOWING his brains out the back . He falls over DEAD and the crowd cheers . Ted sits up and pulls the wig back over his shaved head and electric burns as he calls into the balcony :ANGLE IN BALCONY - OSWALD stands , his rifle still smoking .Ted Bundy gets to his feet and finishes the intro :Freddy holds up his arms and the crowd goes wild .CHEERS and BOOS .Ted gestures to a large cage suspended over the arena . Inside - Meagan and Lizzy clutch eachother .LAUGHTER from the crowd .DING ! - the bell sounds . The first round begins . Freddy starts towards Jason , cocking his glove for a blow when - CH - CHING ! - knife blades jut out of the glove . He punches Jason in the stomach and starts RIPPING him open , rotten guts spilling out . Jason spots a cocktail waitress walking past with an axe in her head . This is BLOODY MARY . Jason reaches over the side of the ring and pulls the axe out of her head . Bloody Mary whips around , yelling :Jason swings with the axe - SH - WACK ! - Jason SLICES OFF Freddy 's arm . The crowd ROARS . Freddy looks down at the open armpit , GUSHING with ROTTEN BLOOD , and shrugs :Freddy GROWS a new arm , complete with glove of knives . Jason throws the axe at Freddy , who ducks it . The axe flies into the audience , SMACKING MUSSOLINI square between the eyes . He falls back to the floor . HITLER turns to EVA BRAUN and says disdainfully :DING ! The bell sounds . Freddy and Jason break , going into their respective corners . As Jason sits down in his corner , the HUMAN HEAD mounted on his corner post starts in :Up in her cage , Meagan clutches a terrifed Lizzy .

Ladies and gentlemen. welcome to the fight of the century! I'm your ring announcer. Ted Bundy!

In my left corner, weighing in at only ninety seven pounds. the nightmare master himself! The one! The only. Freddddddddy Kruuuuuuugerrrrrr!

And on my right. weighing in at a whopping four hundred and thir - teen pounds. that killer of countless teenagers. the big guy.

And the prize tonight. not one but TWO - count'em - TWO virgins. ripe for the picking.

Hey, have one now and save the other for the ride home. That's what I did.

That's it, kiddo! You're really giving it to him out there! Use the left more - jab! Make him hurt! That's the ticket to a knockout!

Erwin watches Jason sleep as the cultists BANG down the studio door .

DING ! The bell sounds again and round two begins . Freddy and Jason get to their feet and close in on each other . Jason swings wide . Freddy ducks under Jason 's massive fist just as the referee steps in for a close look . WHUMP - Jason knocks the ref 's head OFF , it goes flying up into the balcony . The crowd CHEERS . Jason chases Freddy around the ring , looking for an opening . Freddy backpeddles , tripping over the ref 's decapitated body as several HUNGRY ZOMBIES drag him out of the ring , RIPPING his body apart and DEVOURING it . Up in their cage , Meagan and Lizzy grimace with disgust . Jason reaches down and grabs Freddy , hoisting him high above his head . Then Jason body slams Freddy to the mat . The crowd CHEERS . Jason starts jumping up and down on Freddy 's back . Freddy reaches into his shirt and brings out a rusty can of spinach . In a grotesque parody of Popeye he opens the can - full of nasty worms and maggots - and gulps it down . Suddenly , Freddy throws Jason off his back and stands , huge muscles ballooning on his chest and arms . At the end of his right hand - a heavy metal boxing glove . Jason gets to his feet in time to see Freddy cock the massive glove for a blow . CHING ! - dozens of spikes spring out of the metal glove . Freddy swings , knocking Jason into the ropes . He bounces off and falls to the mat . The fans go nuts . As Jason tries to get up , Freddy swings his right arm around and around - the metal boxing glove turning into a giant mallet . Jason looks up just in time to see the mallet coming down . WHAM ! - Freddy drives Jason into the mat . The crowd goes wild . > From up in her cage , Meagan starts to scream :ANGLE UNDER THE MAT - it 's a dark , foreboding -LRB- under - water -RRB- abyss . Jason 's legs kick , trying to get back up . Something slithers up from out of the deep . wisps of empty blackness clutching at Jason 's boots . Freddy pushes down on Jason 's mask , shoving him down . Jason struggles but keeps slipping . This looks like the end of Jason . Freddy laughs .JASON 'S P.O.V. of Freddy looking down at him , pushing him down . drowning him .

YOUNG JASON P.O.V. as he is being drowned . He fights to get to the surface . to see . who it is . Young Jason breaks the surface for an instant and his killer comes into sharp focus . It 's FREDDY -LRB- AGE 13 -RRB- . His Camp Crystal Lake nametag reads : Hi ! My name is Freddy ! He pushes the young Jason down again , laughing .

Freddy pushes Jason down into the abyss below the mat . laughing , when Jason snaps . With a burst of strength he kicks upward , coming up out of the mat . Jason grabs Freddy by the throat and seizes him up with him . Jason 's momentum carries both of them up to the ceiling , where they CRASH through to .

Jason `` wakes up '' , holding Freddy by the throat as he bangs his head into the lighting gridwork above the studio . A light EXPLODES and Freddy cries in pain . then realizes , he 's been brought into the real world .Jason throws Freddy to the ground , then raises up a boot and stomps Freddy 's head , SQUASHING it like a tomato . The Dream Demons squirt out . Just then , the cultists BREAK DOWN the studio door . They raise their weapons to fire , when their heads suddenly IMPLODE . They fall screaming to the floor - dead .

The remaining cultists SHOOTING it out with the police suddenly grab their heads , screaming . Their heads IMPLODE and they fall to the ground . Murdoch sees this and says to the S.W.A.T. commander :Before the commander can reply , Murdoch is off and running into the station .

Meagan and Lizzy come out of their sleep - like trance and embrace . Then Meagan looks up at Erwin .Erwin gestures to Jason , trying to keep his voice low so as to not hurt the big guy 's feelings .Meagan smiles at Jason .Jason and Meagan look over to where Freddy 's body is fast decaying . turning back into blackened bones , scraps of cloth , and a rusting glove of knives . The Dream Demons squirm around on the studio floor , then swim into the open end of the camera cable and disappear . In the control room , Freddy 's face appears on every monitor , laughing .Erwin watches as an electrical Freddy - impulse races from the control room via a long thick cable running overhead .Meagan and Jason look up at the Freddy - impulse shoots past them , going through the ceiling to the .

The satellite dish mounted on the roof . It begins to pulsate with an olive and red glow - getting ready to beam Freddy .

The roof gives way , tilting the big dish just as it BLASTS the laughing Freddy - beam into the night sky .

The Freddy - beam just misses the satellite , ricocheting off one of the solar panels and sending the satellite tumbling into deep space . The deflected Freddy - beam now zooms towards the sun . Inside the beam - Freddy sees the sun zooming up and screams . His face burns away , leaving a screaming skull . That too burns away , leaving the Dream Demons . One by one they burn up as the beam reaches the sun . ANGLE ON THE SUN as the beam EXPLODES , causing a solar prominence .

The ceiling collapses in on Jason , burying him under a ton of rubble and the big antenna dish . A ton of dust billows up . Just then , Murdoch bursts in . He sees Lizzy and Meagan and takes aim with the shotgun . Erwin sees this and jumps in - between them , yelling :Murdoch FIRES . The shotgun blast knocks Erwin across the room , where he lands in a heap . Meagan and Lizzy run to his side . Erwin struggles to breathe - a large hole in his chest . With fading strength , Erwin pulls his pin out and pricks himself . Erwin smiles and dies .Lizzy turns and attacks Murdoch . He knocks her to the floor , taking aim on her head with the shotgun as he says :In a panic , Meagan snatches up a pistol from a fallen cultist and FIRES it at Murdoch 's head . PTT - TWANG ! - Murdoch 's hat goes flying off with a SPARK HIT , revealing his bald , hideous head - a large open wound with a metal plate underneath . He turns towards Meagan with an evil grin on his face .Murdoch raises the shotgun , taking aim on Meagan .Murdoch starts to squeeze the trigger when Jason 's hand shoots out of the rubble pile behind him . Jason jams his hand down the back of Murdoch 's pants and pulls up his briefs , lifting him a foot off the floor with a Jason - wedgy as he rises from the rubble . We see Murdoch 's name written into his shorts . As Murdoch screams , Jason jerks the shotgun from his hand and jams it up his ass - right through the seat of his pants . Murdoch 's cheeks bulge out as the muzzle slams into the roof of his mouth . Jason cocks the shotgun and . BOOM ! - Murdoch 's head and shoulders EXPLODE from his torso , leaving his broken spine sticking up out of shirt . Bits of Murdoch splatter the floor as his metal plate comes PINGING down , rolling around and spinning to a stop like a hubcap . Jason drops Murdoch -LRB- what 's left of him -RRB- to the floor just as the S.W.A.T. commander and his men come charging in . They see Jason and raise their guns in panic .Too late . The cops let loose with a BARRAGE of GUN - FIRE . BULLET HITS EXPLODE on Jason 's chest . Meagan grabs Lizzy and covers her up as the bullets WHIZZ past . More cops hear the SHOOTING and come running . They start SHOOTING too . Soon the doorway to the studio is crowded with muzzle flash . More and more BULLET HITS SMACK Jason . A bullet hole outline appears on the wall behind him . The cops start running out of ammo and a cry goes up , `` More ammo ! More ammo ! '' . VARIOUS INSERTS OF cops going for hideout pistols , opening their trunks and taking out ammo cans , passing the weapons and ammo up the staircase to the cops in the studio . Jason keeps getting SHOT . Pieces of his are flying off . Fingers shot off of a hand . A knee shot away to reveal the bone . Dozens of BULLET HITS going off of his chest and head . Finally , the cops start to run out of ammo . The SHOOTING subsides and finally grinds to a stop , leaving the cops knee - high in brass and a thick layer of gunsmoke in the room . As it clears , Jason still stands . He teeters a little , then falls backwards with a mighty THUD . Jason lays dying . Meagan rushes to his side . Jason reaches into one of the giant holes in his chest and pulls something out - Jesse 's heart . Jason hands the heart to Meagan . Then Jason 's head rolls back - he 's dead . Meagan begins weeping as we pull up out of the studio , revealing her surrounded by Jason , Freddy , and Murdoch .

Meagan tucks Lizzy into her bed . She gives her the Raggedy Ann doll and kisses her goodnight . As Meagan turns out the light , Lizzy asks :Meagan clucks and bends down , peering under the bed - nada .Lizzy giggles .

As Meagan crosses to her room , her parents call up to her from the bottom of the staircase .Meagan looks down at her parents .

Meagan is ready for bed , drawing back the covers , when the phone RINGS . She picks it up .Freddy 's nasty tongue slithers out of the handset and licks Meagan in the face . She yelps and slams the phone down .Meagan puts the phone in a drawer and closes it . She climbs into bed and pulls back the pillow to reveal the pistol Erwin gave Jesse to kill Freddy . She smiles and puts the pistol back under the pillow . The phone RINGS . Then . at the very end .

Ted Bundy and all the spectators are looking up at the hole in the ceiling that Jason and Freddy made when they went back to reality . waiting . Finally , somebody says :All the monsters get grumbling and start to exit . BLACK . now it 's over . THE END

Rev. 10/24/19 (Yellow) Rev. 11/19/19 (Green)John Lee Hancock This script is the confidential and proprietary property of Warner Bros. Pictures and no portion of it may be performed, distributed, reproduced, used, quoted or published without prior written permission.WARNER BROS. PICTURES INC. © 2019 4000 Warner Boulevard WARNER BROS. ENT. Burbank, California 91522 All Rights Reserved

We HOLD ON a dark corner in a good neighborhood in the Hollywood foothills. WE HEAR POUNDING FOOTSTEPS, and, in the distance, TWO JOGGERS appear, running down the street.The GUY smiles, waves, and disappears up a block. RONDA continues on down the street. We FOLLOW her as she runs. We notice a RED BARRETTE holding her hair in a ponytail. And then WE HOLD as she runs away FROM us, passes the glow of a streetlight, and disappears into blackness.CLOSEUP - A SPOT OF RED on pavement, surrounded by broken glass. A FINGER touches it.WE PAN FROM the finger TO its owner: DEKE. His Christian name's JOE DEACON and he wears a sheriff's deputy uniform plus the toilsome demeanor of someone who's seen 100 years' worth of this world. Too bad he's only 50.The restaurant manager, BURNS, short, bald, livid, stands over Deacon.Deke stands, nods.Deke steps back, takes a look up at... BLACK ANUS. The broken glass is the bulbs from the "G."

ON the JOGGERS, a GUY and a GIRL. The girl is RONDA RATHBUN and she's memorably cute, 22 or so, a brunette we won't be able to shake from our memory.

When they arrive at a corner, they come to a stop but continue to run in place.

As she runs along the shadowy sidewalk, oblivious to the fact that she's being observed.

A DARK SEDAN, we can't really make it out, follows her along the dark street, then passes her and disappears. Then, far in the distance WE SEE the sedan's BRAKE LIGHTS flash and fade.

City lights. Hollywood, and in the distance, downtown on one side and Century City on the other. A dot, then a flicker, then a stream of light begins to change everything. Hookers off their corners, cockroaches bedded down, rats in their holes. Dawn.

Third time in two months. There's 47 bulbs in the letter 'G.' $3.10 a pop. $145.70 every time. That's 13 additional dinners I gotta sell to float. Not counting lost business. Are you listening to me?

Half our take is from the Interstate. You drive by, look up... I mean, gastronomically appealing, it's not.

You wanna bullshit John Q into thinkin' the worst is over, that's your business. Until the 'next time.'

You knew him. Or at least he knew you. That's why he did that to your face. You let him in, huh? Did he make conversation? Seem like an okay guy? Not your type but could be a friend; can't have enough of them, right? You had that one little feeling -- 'what if?' -- but you waved it away; thought 'what the hell,' life's too short. Well, it is, Julie. It is too short. You shoulda listened to that little feeling. You shoulda listened; just like I'm listenin' now. You can talk to me... I'm all the friend you got.

I need repair orders for the past two weeks and a list of employees.

When's the last time you saw two 'hoop-dees' and a meat wagon doing twenty miles an hour?

Maybe I can make it up to you. You might want to run these names for possibles. Employees of two appliance stores in the Julie \* Brock neighborhood. Long shot but...

I see a sunrise, a thunderstorm, dew on the ground, and I know there's a God. I look at all this... and I think he's long past giving a shit.

Musta changed owners. Whattaya want to drink? Don't worry, I won't tell.

The guy's a shark. He stops, he dies. He likes to drive, has a decent car, maybe two. High mileage. He starts in the neighborhood, keeps at it till opportunity knocks.

He kills for sexual pleasure. A few days go by, he needs a fix. If he can't find another victim, he'll return to the scene and jack off.

He's got balls, I'll give him \* that. He goes back to Julie's \* place -- after he killed her. He \* moved her body, shaved her legs, posed her. He brought food, some milk, some beer. Threw himself a little party.

Farris and I were a coupla miles away. We heard a call over the radio. Screams reported. Sal was the first on the scene.

Lights were out. Switching problem. Guy at Edison told me it happens once a decade or so. Off for one night.

Gladys Fulcher. A spinster. Ugly as homemade soap. She's kinda the eyes and ears of this neighborhood. A pain in the ass to the local cops, but a godsend to a detective.

She was out that night. Lied about it at first out of sheer embarrassment but later came clean.

So the night of the hat trick we had a combination of no lights and Gladys getting laid. Two million- to-one long-shots crossin' the finish line in a dead heat.

Third strike. A drought. No water, no mud, no prints. Hard as cement.

You work the evidence and come up with zeroes. Happens to everybody. Then you draw the black bean. Maybe the victim looks like a kid you picked on in the schoolyard. Maybe their green eyes remind you of your old lady. Or maybe it's something else. But for some reason they're your lifelong responsibility. You own 'em. They're wherever they are and you're their angel; trying like hell to turn the ledger from red to black... Word to the wise, Jimmy. Stay outta the angel business.

Nobody's this good out of the block. Your boy practiced his trade before all the recent stuff started.

It's the little things that are important, Jimmy. It's the little things that get ya caught.

Sal, hey, wanna do me a favor? Run a DMV check on Albert Leonard Sparma -- S-P-A-R-M-A. See if he sold a car in the last few months.

takes off the interior fuse box cover, pulls three fuses, and tosses them in the backseat.

looks over his shoulder, changes lanes and follows, slowing down to let another car get between him and his prey.

We got roast beef. We got strippers. We got Big Macs. We got hookers. I'm up to my neck in your ass, Albert.

You just keep him busy. Keep him talking. Tell him to take his time, change his clothes; whatever.

We know. Me and you. By the balls, you hear me? That's how I got you.

He asked for hard evidence. That stuff was S.O.P. in the old days.

You got the same ache in your gut as me. We got something, maybe we just don't know what it is yet... I get inside his place for five minutes and I know.

That's the difference between us, Jimmy. I wanna nail the bastard, too. Only I'm doing it for me.

Not that wily. He's definitely top of the list. Guy's got a box of clippings, knickknacks. Souvenirs.

Maybe. I dunno. It was stuffed full... If I had five more minutes.

I've got a good suspect. I wanna send the guy away; put this thing to rest.

You ever think maybe it's not worth it? Sitting, watching. Spending your time in another guy's shadow...

Look, you work the case. That's all you can do. It's like fishing. You go days without a bump, then bam! You get a strike. If you're impatient, you come home with nuthin' for the skillet.

Nothing... Stick him in a hole. Pick one. At least four feet deep.

I'll be back in a few hours. Just stay put, all right?/Just sit \* tight, all right? \*

Nobody's gonna give a damn. I've taken care of this. You listenin' to me? You go back, tell Farris that Sparma was a wash and you need a break. A coupla weeks. You tell him I left town on Saturday and you went home. You hear me?!

It's history. Forgotten. He's rotting in the ground and the only thing he can do to you now is what you let him. Don't ever go back to his place, don't ever pull his file, don't ever let his name cross your lips. 'Cause if you do, he's gonna rise right up outta that dirt and do ya in.

It's the little things, Jimmy. It's the little things that rip you apart. It's the little things that get ya caught.

Deke walks down a hall. End of shift. He spots a newspaper on a desk. The headline reads: "FOURTH VICTIM FOUND."

HENRY DAVIS is 60, soft; the foreman of the shop. Deke looks in.While Deke rummages through his brain...Is this headed somewhere?Deke grimaces at the prospect.Deke stares, then utters a word that's foreign to him...Davis considers the odd plea, then shrugs...... and hands the file to Deke.

Robbed the Kwik-mart on Yaupon; shot and killed the owner? We've got a witness who I.D.'ed him, but she's gettin' the guilts; can't be absolutely, positively sure he's the guy. All she knows for certain is he was wearing a really nice pair of boots. Fancy stitching. 'Unforgettable,' she says.

Ah, the fog lifts? Two searches -- his apartment here and Granny's in L.A. Nada. But, they came up with a pair of 'unforgettable' bloodstained boots. Crime lab ran an ABO. Both Kendricks and the vic were eliminated but Kendricks is a suspect in a robbery down there.

Yeah, and so are you. There's a prelim day after tomorrow with a motion to dismiss. You drive to L.A. in the morning, bring back the boots, she I.D.'s them, and the judge sets a trial date.

It's our problem. No evidence, no conviction. Sheriffs with low conviction rates don't get re- elected.

The sun rises on a single adobe house stuck in the middle of the desert. Deke's Bronco is parked out front. Deke, carrying the file, exits the house and locks the door. A CUR DOG trots down a dusty ridge and up to him.The dog rubs against Deke's pants leg. He lifts a boot and scratches the hound's back, sending the pooch to Heaven. Then Deke walks to the Bronco, reaches in, and finds a bone; tosses it to the hound.Reporters, civilians, and law enforcement officials move in and out of the huge building.

CAPTAIN CARL FARRIS sits behind his desk, staring blankly ahead. On the wall hangs an embroidered Bible verse. He reaches into his ever-present jar of designer jelly beans. SGT. JIM BAXTER, 35, lean, handsome, appears in his doorway.Baxter doesn't know how to take this.Baxter grimaces but takes it. I know it's a hustle, but if anyone can put the right spin on this, it's you.

I scheduled a press conference for 5 today. Give an update -- leads are being followed, suspects questioned, progress, etcetera.

Four dead girls, Jimmy. Haven't been under this much scrutiny since the Night Stalker.

Sheriff hinted we might consider reaching out to the feds for help. At some point.

'At some point,' Jimmy. 'At some point.' Not today. Today you're gonna work the case and do this press conference. That's why I scheduled it. To keep you front and center.

Yeah. Sal, go back to the first one, Paula Simons. If he slipped, we'll probably find it there. I'm going to Serology. Mistakes happen.

You're promising me, this is absolutely as thorough as you can be?

Because I don't have time. You want special treatment, go back to Kern County.

It's a complicated case with multiple crime scenes and a surplus of evidence, which will hopefully lead us to the killer. We're being both methodical and light on our feet in our efforts.

And you've got nothing better to do than bust my balls in the meantime?

They fume it up with cyanoacrylate -- superglue. Everything shows up under black light -- fingerprints, blood, hair, sole prints... to the wazoo.

Alright, everyone, you know the \* drill, hands in pockets, eyes on \* the floor, moving clockwise. We're all drinking from the same well here, so be careful, be \* courteous, be patient. She's dead; let's not murder the crime scene.

You got to be kidding me... Hey, \* get me the first officer now?! \*

Hey. Our killer exited the same \* way we came in. It's your responsibility to secure and protect the premises; from anyone who might spoil it. From the moment she expired to the time I cuff whoever did this, she belongs to me! (ALT: We work for her.) \* You got that?! Get out of here. \*

... canvass the block, knock on every door, quiz every hooker, find out the girl's habits, friends, suitors, enemies.

Lifted a print. Tested stains on the floor for semen. All negative. Oh, and pull files on any known sex offenders in the area; Peeping Toms; neighborhood arrests; transients included. Cross-reference traits against prior vics; lean on the lab for prints...

Sal says you're here overnight. Why don't you buy me breakfast tomorrow?

If she can't close it, nobody thinks the worse of her. If she does, you owe her dinner.

Look, I know it was you that spotted the observatory across the street last night. Might have missed it without you.

Got something you might wanna sit in on. Guy picked up twice for peeping in the victim's neighborhood. Sheet says he's a KSO. Stan Peters.

Picked up this morning on a Ramey warrant. Letting him stew a bit. He wants a mouthpiece.

I gotta tell ya, Stan, this doesn't look good. A girl from your neighborhood, dead, and you, a known sex offender...

Order up the 'poor boy' on a 'Mary Roberts.' I'm goin' for a sandwich. Want anything?

Don't believe everything Rogers tells ya. He's after both our jobs.

Deacon watched through the glass. He has a similar case up north; a little inter-agency cooperation.

Bits and pieces. Great homicide cop has a heart attack, leaves town for a post in the sticks.

Deceased fits the M.O.: stab wounds, ligature, killed elsewhere; used to be pretty before some bastard chewed her face up.

Yeah, but they dumped overflow in here a few days back. I'm bettin' there's mud in her cavities. Shallow grave, most likely... You ready to tell me about Mary Roberts?

Have the lab do a comparison for a match to the Brock crime scene.

From up here, if you didn't know \* any better, you might say it's \* beautiful. \*

-- aren't they all... Something I gotta know. How does a guy with the best clearance rate in the department work fifteen years without a promotion?

I've heard of living on the beat, but that's above and beyond. You wanna meet after shift; compare notes?

Last night's victim -- Candace \* Jacobson is her name -- lived in \* Sun Valley. Disappeared three days ago. So we got six now. One, Julie Brock, never left home. Three were from north county, \* bodies dumped here. Two from \* here, bodies dumped in north county.

Same M.O. with the exception of the last two and their hickeys. All knifed, all gagged, all bound, all very organized killings, not a lot of wasted motion. I got a question... Why?...

They found partially-digested meat in her stomach. But she was a vegan. Strict vegetarian. Same as Ana. She'd never touch it. \*

One last 'why.' Why are you trying to solve a 5-year-old case \* that everyone else has forgotten about?

Sounds pretty religious for a guy who claims to be a Deist. Just what is it you're looking for from this?

It's not the same boy. Guys that kill 'pros' are a different breed from ones that go after solid citizens.

But the same guy can't be responsible for both. He's a shark, remember? If he stops, he dies.

Gotta be a record. Two hours parked on this street and it's in one piece.

Almost forgot. Two of the five appliance store employees have records. One's 55, the other's in his 30s, lives in Hollywood. Both simple assaults. Looks like a wash to me but you got all the info there.

He's not so scary. Just real 'old school.' He's tough. He's \* interesting. And he's good. I don't know why, but I kinda feel sorry for him.

It went out over dispatch but it was never given to the press. Why?

He leads Deacon to an Old West standoff less than 500 yards from where we found Shari Fineman. Sparma fits the profile, has a prior, lives in the neighborhood, and had access to our fifth victim.

I wanna put him on notice. Maybe he'll try to cover his tracks and give us something.

I'll take his prints to the lab. Tell 'em I'm on my way. Grab Deacon and a patrol dep and pick up Sparma.

Okay, Tina, would you mind waiting until we can pull some mug shots to look at?

Sit her down at my desk, get her something to drink. Don't let her wander around, okay?

I'm gonna let you in on a secret. If you're innocent, you should talk to me; clear your name. If you got something to hide and you open your mouth, you're one dumb S.O.B.

We've got no 'cause.' Besides, the I.D.'s tainted beyond repair. She saw him in cuffs, for God's sake.

Made it up. Yanked Rogers' chain for a whole shift. He's a crime buff, said so himself. Walk-in confessors aren't killers. We got nothing on this guy.

Something you left behind. Something cops would like to see. Meet me at Pikes. Near your house, on the 'bully.'

How come the only time physical evidence is conclusive is when I have two eyewitnesses and a confession?!

Okay, we focus on Sparma. Jamie, I want you to re-canvass the areas within a mile of where each of the north county bodies were found. Talk to anybody, everybody. Show 'em this 'six-pack.'

A Lynwood banger gets blown away and you expect me to give a shit?

Bad news first. Sparma did file a 'stolen' on the wagon. Lost in the computer or something. The good? Sparma left town less than six weeks after your murders. He moved back five months ago.

One, wherever he goes, I mark it for search warrants. Two, he does it again, I catch him in the act. Three, when I'm with him, nobody dies. Nobody dies on my shift.

Lived here all this time and had no idea how many buses it took to get to the Valley. This is fucking comical.

We're runnin' out of sand and the guy's takin' public transportation.

Let's say you're Sparma. You're a killer. Can't live without it.

It was him. We got him. He was \* our boy. He as much as told me.

Great detective. Great guy. You should listen in; might learn something on both counts.

I want ya out of here. They'll run the tests first thing in the morning. If there's no match, you're gone.

I called your C.O. Had a nice chat. He said you should hang till the tests are complete, deliver the evidence tomorrow.

Look at it this way: It'll give you a chance to visit all those friends you left behind.

You bring the guy in, give him the slow shuffle on his lawyer, then, the same day, he offs himself. The press gets wind of this...

Something else. What the hell does this have to do with Kern County?

The guy hasn't worked a murder since we ran him off five years ago. You know the book on him?

The guy worked a case so hard he got a suspension, a divorce, and a triple bypass, all in six months. Complete meltdown. Paramedics found him in a flophouse on Hollywood Boulevard. He's a rush- hour train wreck.

Just personal advice, Jimmy. You got a good thing going here. Anybody asks, 'Who's your best man?' I don't hesitate. It's you. Don't get mixed up with this guy. He's in league with the devil.

One thing I'll say for Joe Deacon. He made me find religion. I owe him for that. For makin' me see the evil in myself.

Bring him in now, you pop his cherry. If he is our boy, he's gonna know the ropes next time.

It means I've got 6 bodies, no witnesses, no evidence, and no killer. Two guys questioned. And why are they suspects? One, who later sucks on a .12 gauge, for malicious unzipping, the other for carrying a concealed hard-on. Whattaya want the D.A. to do, feel him up on the stand?

Sheriff's calling in the feds, filling out the behavioral science paperwork now. They got a guy coming in Monday. At that point, we take a step back... revamp.

One more thing. Were you aware that Sparma confessed to a murder eight years ago?

With Agent Alberts and the FBI's help, we hope to stop this killer. I'll take a few questions.

Detective Sergeant Baxter has done a fine job as the primary on this case. But, under our new task force configuration, Detective Sergeant Rogers will be acting in concert with Federal Agent Alberts.

Detective Baxter is on a self- requested, open-ended leave of absence.

Baxter enters the bullpen -- a large area with a multitude of desks, charts, and coffee machines. SAL RIZOLI, 45, (but he's looked 45 for 20 years), spots Baxter and whistles to JAMIE ESTRADA, 30, the youngest and most attractive (though she tries to hide it) of this group of detectives. Baxter points to Rizoli as he approaches.But Baxter is already gone, leaving Sal and Jamie staring. As the radio plays a love song, Deke drives, his eyes on... Los Angeles. Sprawling. Smog-lidded. Oz for some, Hell for others. His eyes rest on the Cahuenga Pass Cross -- a huge, white monument high above the freeway.Deke turns off the radio.

The 'possible' we were looking for has been in fed lockup for six months; the acting class angle was a wash and the lab called to say the clothing re-test results are the same.

In our top story, sheriff's officials have confirmed that the rash of killings that have occurred over the past two months are, in fact, connected. The fourth victim --

A 'partial' fingerprint on her thigh. Other than that, nada. My maid should be so thorough.

Vermont and Imperial. Already I.D.'ed. Bobby Ray Watkins. 17. Two small caliber to the head.

-- With three you get egg roll. All the victims were hookers -- all found drugged and stabbed to death at the same location on the same night.

Why not just pick him up at work? What good is his apartment without a warrant?

I think I've got a lead on the Watkins case. A dealer, pretty skittish, says he thinks he can I.D. the shooter.

I know you're under the gun. But, my dead guy is just as important to me as your dead girls are to you.

... a bunch of Nancies. End of shift, I have to beg for somebody to grab a beer with. They got no soul, these new guys. They weeded all the heart outta the place. But then, you know that better than anybody.

He is a good cop, Deke. College boy and he's a bit of a Holy Roller, but, hey, I've been thinkin' about joinin' myself. Get on the fast track for a promotion.

Joe Deacon, meet Julie Brock. Julie's five-four, a buck twenty, and hails from Manhattan, Kansas. She's currently working as an ad agency temp but one day hopes to fulfill her dream of fronting a rock band and winning a Grammy.

Deke's got his own style. He's a 'mudder.' Wins the rainy day races the other horses don't wanna run.

When I was a kid, I couldn't sneeze without a neighbor wantin' to quarantine the block. A vicious murder happens down the hall and nobody heard, nobody saw nothin'? Jeezus. The Ghoul Squad come up with anything?

You make the call, Sarge. But, if it makes any difference, you know I bleed blue. I mean, I'm a team player... if it makes a difference.

Gentlemen, raise your mug to Jamie, who just got her first primary.

A Lynwood banger shot in a block of junkies. Thanks, Jimmy. Misdemeanor homicides I can do without.

And we've told him you're in the building. But until he makes a demand to see you...

Yeah, well, we miss him already. Joe Deacon gimme this, said it was for Jimmy.

Deke pulls into the small parking lot. No empty spaces. He stifles a curse, pulls directly behind an unmarked vehicle, blocking it, parks, and gets out.

An undersized room stuffed to the gills with file cabinets and boxes. A few lab-coated workers move to and fro. BAXTER sits across from AMY ANDERS, 30, a serologist, as she hands over packages filled with bloodstained clothing.Baxter opens one of the packages, pulls out a blood- soaked sundress and stares at it. DEKE enters. He and Baxter lock eyes.step.Anders gives a half-hearted nod.She sighs and reaches for one of the packages.Baxter rises and again locks eyes with Deke on his way out.Deke hands over the form. Anders hurries away. Deke gingerly opens the paper evidence bag and fingers the blood-soaked sundress.FLASH TO: 12pt ANOTHER BLOOD-SOAKED DRESS 12pt A HAND fingers it gingerly.DEKE comes to and releases his grip on the dress. Anders hands back the form. The evidence is here but it's not leaving without a signature. Deke reaches in his breast pocket for a pen.

Simons... Fineman... Holland. All re-screened. All victim's blood only.

Not my problem. Captain Farris put a lock on this item for testing.

Don't I know. He wants it re- tested. It's become a thing. We're up to our ass in dead girls.

Look, you get me a signature and you can walk out of here wearing the damn things for all I care.

So maybe there's no struggle. Look, Jimmy, it's there or it's not.

VOICES in his head as he grabs his change and stumbles out of the store.

DEKE walks out the door and spots... BAXTER watching as a TOW TRUCK DRIVER hooks his crane to the back of Deke's Bronco.The driver sighs and does so. You blocked me in.Deke gives Baxter a look, gets in the Bronco, and drives away, leaving Baxter standing there, shaking his head.

A glassed-in room surrounded by offices. It's full of reporters. Baxter walks in and straight to the podium.

Deke walks past uniforms and plainclothes cops. A few recognize him. He ventures a nod now and again as he spots Baxter at the podium. Deke settles in at Farris' door. Farris looks up and almost groans. The two men share a look. These guys have a history.Deke, in no mood for this, holds up the requisition form. The lab called. You leaving town when you're done?Deke knows he's stuck. He bites his lip and turns to go.

Deke exits Farris' office, stops, and watches Baxter -- THROUGH the glass -- in the press room. A detective, ROGERS, spots Deke...Rogers walks away, grumbling...

Who says bad guys don't return to the scene of the crime? How's it feel to be back in uniform?

Because he was lying. He knew all the details but he wasn't within ten miles of the killing.

Hey, you and Deacon, what is it? You wanna be the one that finds him after his next heart attack?

His attention drifts to... THROUGH THE GLASS -- IN THE HALL -- DEKE stands watching. Then he walks through the door and into the press room.DEKE leans against the wall. A REPORTER, FLANDERS, slides in next to him. Baxter continues in the b.g.BAXTER, mid-answer, still eyes Deke, who whispers something to Flanders. Flanders raises his hand. Baxter notices but continues...

So, correct me if I'm wrong, but what I'm hearing is: After two months and four victims you don't have a suspect.

Deacon exits the building.Deke looks up to see SAL RIZOLI approaching. Deke smiles, offers his hand.Deke weighs the offer.

Glassed-in stairwell looking out on the parking lot. Baxter descends with DENNIS WILLIAMS, another detective.Joe Deacon? You're kidding?

Sal and Deke...Baxter walks in, catches Deke's eye, strolls over.Baxter nods a less-than-generous greeting. Deke gives it right back to him. Sal watches nervously.Baxter just glares.I hear you're a good cop.Deke offers his hand. They shake. Tension lifted. Sal's relief is evident. Baxter's pager goes off just as there's a TAP on the window. JAMIE motions to Baxter.And he walks to the entrance and meets Jamie.Deke sips his coffee. Baxter finishes with Jamie and turns, stares at Deke and Sal...Sal tosses a coupla bucks down, rises, shakes Deke's hand.Deke nods, but his eyes are on Baxter... and Baxter's on his. They turn to walk away, then Baxter stops, turns... He and Deke lock eyes. After a beat...That does it. Seedy. Two radio cars are out front alongside a white utility truck. Cones and police tape. Everyone's outside waiting. A brown unmarked car pulls up and Baxter steps out, followed by Jamie, and, a few seconds later, by Deke. Sal strides up.The "first officer," HENDERSON, 25, green, scared, walks up, notepad in hand. He writes down --Henderson gulps and nods.You wanna superglue the whole apartment?CUT TO: THREE MEN emerge from the back of the white truck. The "Ghoul Squad." They are dressed in "moon suits" -- covered head-to-toe in plastic. Carrying various tools of their trade, they make haste to the apartment. BAXTER walks over to Deke and smiles.

Two-room efficiency. Due to victim's body position, access is through the adjacent apartment's fire escape.

I spotted an abandoned apartment across the alley. When I inspected, I recognized it as a possible viewing point of the victim's domicile.

Deke, Baxter, Sal, and Jamie stand in the dark. Flashlights on. Sal's nose wriggles at an invading smell. He reaches into his pocket, extracts a pack of Kools, tears the filters off two cigarettes, and sticks them in his nose. Anybody wanna menthol? THE MOON-SUITED WAZOO BOYS exit through the adjacent apartment and nod to Baxter.Deke just glares. Baxter flicks on his flashlight and heads through... The adjacent apartment door, past the APARTMENT'S OCCUPANTS -- an Hispanic couple and three grandkids -- all sitting at a kitchen table, watching the procession of cops in the dark.

Baxter exits the "adjacent apartment" window, steps onto the fire escape, walks "next door," pulls plastic off the window, and climbs through, followed by Sal and Deke.

Dark, save a little moonlight creeping through the window.Off go the flashlights. Baxter switches on the black light and the room... LIGHTS UP. Fingerprints, handprints, blood -- on the wall, the floor -- all with a phosphorescent whitish- green hue. The room has transformed into a haunted house of evidence. DEKE, SAL, BAXTER -- eyes peeled as the black light... PANS across the room -- past fingerprints, blood spatters -- and finally rests on, the very dead body of a 22-year- old girl, lit by a veritable light show taking place all over her nude body, which leans, propped against the front door of the apartment, covered in dried blood.Then, all at once, ELECTRICITY COMES ON -- LIGHTS, an electric fan, a clock radio -- sensory deprivation to overload. bloodstained floor, and... the body. Her name is, was, JULIE BROCK -- stabbed to death, caked in blood... a plastic bag over her head. DEKE, BAXTER, SAL, JAMIE -- squint from the light, too numb to comment.

The room is now fully lit and all the CRIMINALISTS are hard at work. BAXTER stands in the middle, the ringmaster.As Baxter turns in place, eyeing -- blood on the wall in the pattern of a sound wave --A puddle of blood in the middle of the bedroom.Bloody hand and footprints leading into the kitchen.DEKE, standing against the wall, stares down at the window ledge -- footprints all over it.glances at the ledge, then to Deke, then turns to the room...A PHOTOGRAPHER/LATENT PRINTS MAN moves slowly around the room, TAKING SHOTS of anything and everything -- -- the window, blood on the floor, spattering of red against one wall, a Schlitz beer can on the dresser, the unmade bed, the tennis shoe near the body, and finally, moving up the body of the girl to the garbage bag pulled tightly over her head. A WOMAN with a doctor bag, the coroner's assistant, FLO DUNIGAN, steps through the window. She's 45, carries a few extra pounds plus a ton of likable attitude, and will never understand why she's not a prize catch in the dating market. \*:She spots the dead body, bag still over her head.Deke nods and Flo goes immediately to the body. With medical precision she lifts the victim's arm at the elbow to check for rigor.Baxter doesn't laugh. from the first's notes.SAL walks away, crossing BAXTER, who points to the ledge as he confronts Henderson.HENDERSON nods and exits through the window, careful this time to step over the ledge. Deke watches Baxter, appreciating that they are of like minds. FLO makes a liver incision and sticks a thermometer in. Then she checks for rigor in the fingers, toes... None. A CRIMINALIST uses a gloved hand to lift a bloody flannel shirt from the floor. He places it carefully in a plastic bag. Two other TECHS stare at the POOL OF DRIED BLOOD and play a game of "Geographical Rorschach."Sal squeezes open the top on a quart of milk, sniffs it, lifts the container, and pours some into his open mouth.BAXTER walks over to Sal.QUICK SHOTS -- evidence brown-bagged, numbered; a tech removes the dust bag from a vacuum cleaner; another swabs the residue from the kitchen drain. FLO makes notes, checks wounds, opens gaping holes, peers in, over and around the body of the once pretty, but now very much dead, Julie Brock. Baxter walks over and squats down. His eyes go from a large dried bloodstain in the center of the room to the dead body.Flo doubles the body over forward. Julie's hands are tied with electrician's cord. Her back has several purplish spots on it.Bingo. Anybody relocate her? The landlady, the 'first'?... (beat) The way this looks she was moved a long time after she died. Baxter mulls this over.Baxter nods and Flo unties and slowly lifts the bag off the girl's head. Julie Brock. Mouth and eyes open. Purplish bite marks cover her face and neck. DEKE stares for several seconds, then, when he blinks... WE --

She assumed room temperature 2, 3 \* days ago. Know more when we take her in. Probably the knife insteada the bag.

No problem. She won't see the knife till tomorrow. Well, she won't see another knife...

General proximity, similar pattern to our other four. The garbage bag was an adornment, placed over her head postmortem. Maybe even when the guy came back.

Unless he's a 'babysitter,' he made a return trip, moved the girl, propped her against the door.

Lividity, stomach contents, plus blowfly maggot gestation place her at room temperature 48 to 72 hours before she was moved and at least 96 before she was discovered.

Yeah, put a rush on it. Inconclusive but could be the same as we found on the Holland girl. More sucking than biting.

No, but funny you ask. Found traces of sodium benzoate in the bites.

Used in mouthwash, toothpaste. Who wants bad breath when you're on a hot date, right? Oh, and check this... He gave her a postmortem shave.

I'll give you your fuckin' file but if anything happens I can't be there for you again. Capisce?

Hooker dies, nobody misses a wink of sleep. A non-pro? Different story. Times 5 in two months -- Ka-boom. The squib becomes a column, becomes a lead, becomes front page. Above the fold. Suddenly, it's not just bodies; we got a serial killer and TV movie producers are buyin' rights and tryin' to figure out who's gonna play Jim Baxter. He's got a cute tushie, huh?

You know how I look at the world, Joe? There's good and there's bad. And every day I try my best to line up on the right side. It ain't easy, I know, but you gotta fight it, because, buddy, I look in your eyes and what I see... well, it ain't good.

You think you're going to puff out your chest and fix this, don't ya? Make everything right.

Listen to Mick, okay? You can't always get what you want, but sometimes you get what you need.

Inconclusive. But there are similarities to both Brock and Ewing. See? A partial of an incisor on Ewing's cheek.

A nice shot. Charlie Frazier had a knack for making those closeups jump at you, didn't he? God rest his soul.

The voice of experience. Besides, Detective, I could ask how you got that bar of soap.

Put your hands in the air. Walk \* to the gate. Do it now. Hands on \* your head. Interlace your \* fingers. Point your fingers to \* the sky now. Spread your legs. \*

A small but ornate bridge lit only by moonlight. It traverses a cozy hillside neighborhood. An unmarked car pulls up and stops on the bridge behind a patrol cruiser. Two detectives step out of the unmarked sedan. As they walk TOWARD us, we can see that it's Deke and Farris. Sal, in the uniform of a patrol deputy, runs up to them, out of breath, scared.Sal races to his cruiser and grabs the radio. Deke and Farris trot to the end of the bridge. \*:

While the activity continues behind him, Deke stands on the fire escape, staring into the night. His eyes land on...

Deke walks slowly across the alley, his eyes up on the abandoned building. He carefully makes his way up a rickety side stairwell.

Deke enters the dark apartment. He points the flashlight and... A DOZEN OVERSIZED RATS scurry for cover. DEKE takes in the room... empty save a kitchen chair, lying toppled in the middle of the room.

Baxter, in the midst of the crime scene, watches... THE FLASHLIGHT moving to and fro in the abandoned building.

Deke walks over to the window and pushes the ratty shades open. A streetlamp throws a BEAM OF LIGHT 15 or so feet into the room. He walks alongside the beam and stops, stares at... The chair, in the dark, just beyond the light. Deke lifts the chair, takes a seat and smiles... because he's looking at... A direct view of the BROCK APARTMENT. Julie, the belle of the ball, sits dead center.

Deke walks over to the dejected first officer, Henderson.Henderson, confused, looks at Deke. SAL AND JAMIE watch as the body is taken out. Show's over.BAXTER, nearby, speaks into a pay phone...He hangs up and moves next to Flo, who, along with a tech, is in the middle of a conversation with Henderson.Henderson points to the abandoned building across the street.Flo gives Baxter a look that says she's impressed. Baxter nods to the tech, who grabs a co-worker and heads across the street, evidence bags in hand. Baxter eyes Henderson, then spots... DEKE standing by himself, 20 yards or so away. BAXTER turns on Henderson. When you left your post, the crime scene perimeter could have been compromised. Congrats, Sherlock, you've screwed the pooch twice in one night. Henderson, dejected, nods and walks away, passing... Deke.

Baxter drives and gives Jamie notes while Deke sits in the backseat.Baxter scours his mind for other details, then turns to Deke.Similar to a case... up north.

Baxter pulls up to Deke's Bronco. Deke slides out.Deke shuts the door.

As he drives through the streets, eyeing every hooker, scoping every corner, drinking in the darkness and shadows. CUT TO:

The crime scene is several hours old. Criminalists and cops work the evidence and a large xenon lights the whole area. Farris off to the side. Sal walks up with a notepad.They hold a look for several seconds.follows his look and the two men stare at... Deke, sitting on a big, flat rock, staring into space, holding a bloody dress.

THROUGH THE WINDOW WE SEE DEKE, sitting, the only customer. A WORKER vacuums around him; A WAITRESS fills salt shakers.

The place is a zoo. Baxter works at his desk with a look that says he's been here for awhile. Sal walks up.The phone RINGS. Jamie picks it up.She listens for a few seconds, starts jotting notes. Then she turns to Baxter...Baxter, in the midst of his own problems, turns to Jamie.phone.As she hangs up, Sal and other detectives raise a cheer.And they all do. Jamie nods, smiles, grabs her coat, and exits the room. Then, after a few seconds, she returns, red-faced, opens her drawer, grabs her revolver, and leaves.Baxter checks his watch, grabs his jacket, and races out.

As Baxter enters, he spots... A POSTER -- on the diner window. It has a picture of a pretty young girl with her name -- RONDA RATHBUN -- underneath. We remember her from the first scene. In bold lettering at the top it says: HAVE YOU SEEN THIS GIRL? BAXTER stares at the poster for a moment.

A clear bag containing A PAIR OF BLACK, BLOODSTAINED BOOTS, sits on the counter. WE PAN TO DEKE, haggard, in the midst of a conversation at a nearby pay phone. Surprised the D.A., too. She made a second degree offer; Kendricks copped a plea.Deke hangs up, sees Baxter sitting at the counter next to the boots. A waitress delivers Baxter a cup of coffee.Deke's look says, "you're welcome."Deke tosses money on the counter.Deke's face shows a hint of recognition.Deke sits alone, staring THROUGH the one-way glass at... STAN PETERS. Baxter enters with a file.

Baxter sits and opens the file to a graduation photo of Julie Brock. Baxter turns over the photo to the next -- a coroner's shot. Peters' face literally drops.

Like I said before, I was takin' a piss, and I was in the alley, and this girl... this girl...

He's already 'requested' and I've been standing here for 20 minutes.

Peters and Baxter...Four other complaints, one other arrest...Peters gulps nervously. Baxter stares him down.

Baxter spots the blinking light on the phone, picks it up, listens, then sets it down. Considers a second, then --Peters face falls into anguish.Peters looks at the phone, then at the one-way glass. He rises, walks to the glass and stares into it. Anguished.

Deke sits calmly as Peters places hands on the glass, a distraught look on his face. He knows who's behind it.

Deke and Baxter walk and talk.Was he your boy?Captain Farris walks up, spots Deke.And he does. Baxter and Farris watch him walk away.Farris nods, then grimaces and walks back inside.

Baxter walks up to Jamie's desk.We got a corpse? (shakes her head) Then it's still Missing Persons. He looks up and spots... BILL AND PHYLLIS RATHBUN, twenty feet away. If they've had a night of sleep in the past days it doesn't show.. BAXTER walks past but can't help but turn for one last look at the grieving parents.

Deke smiles, happy to be on the road. A car pulls up alongside. Inside the car are two teenage girls, laughing and listening to loud music. They feel Deke's eyes on them and the girl on the passenger side looks at him for a long moment, mouthing the word "Hi" before the car speeds up, leaving him behind. Deke sighs. Smile gone.

The Bronco sits on a knoll. We BOOM UP TO REVEAL the 20'- tall Cahuenga Cross. At its base sits Deke, staring out upon the congested freeway as it feeds down into Hollywood and, in the distance, downtown. Deke seems a small, insignificant figure in comparison with the cross and the teeming city below.

The place is empty, save Flo who stands over a body covered by a sheet.She looks up, spots Deke standing in the doorway. Could ask you the same. What's this all about, Joe?Flo nods and turns on a light, focused on the gurney.Deke pulls a tall stool alongside the gurney and sits. Flo pulls back the sheet covering the body. Julie Brock.Deke mentally chews on this bite of information.He points to a radio. Deke reaches over, adjusts the volume knob... an old, mellow LOVE SONG.You get a 'dental' on the bites?Deke writes down a number and hands it to Flo. She stares at the number, then shoots an agonized look at Deke. Case up north my ass. What the fuck are you doin'? Huh?! Deke just stares at her.Deke nods. Flo sighs and walks out of the room. Deke stares at the dead girl. He reaches out, touches her tenderly.Flo returns, carrying a file -- a "poor boy."

North San Fernando Valley. Flat, bushy, lit only by the moon. Deserted except for a single car's headlight.

TINA SALVATORE, 27. Cute. She likes her music loud when she drives. She sings along, lost in her thoughts until... ANOTHER SET OF HEADLIGHTS appears behind her, out of nowhere. She watches in her rearview, expecting the car to pass. its high beams. Tina rolls down her window and waves the trailing car around. After a few seconds, the trail car, a dark sedan, does just that, but instead of passing, it pulls up alongside her. THE GUY IN THE DARK SEDAN -- baseball cap, glasses; Peters?... it's hard to get a good look, but he's staring right at her. TINA slows and the dark sedan steps on the gas and disappears over a hill. We STAY WITH her as she takes a deep breath and continues on. When she crests the hill she sees... A hundred yards ahead. The dark sedan is stopped, not off to the side, but in the right lane. She gasps a bit and makes a decision. Keeps driving, approaching him, and then, when she's close... She steps on the gas and races around and past him. He does the same, following behind her at a safe distance, this time. Tina is shaking as she drives. There is no one around. In the distance she sees a lit-up gas station and she floors it.

No cars around. Tina drives in, comes to a screeching halt, jumps out, and runs for the front door. It's locked. She spots a cashier window and runs over. It's shut. She bangs on it.TINA turns to go back to her car and freezes when she sees -- THE DARK SEDAN parked 20 feet behind her car. TINA takes a deep breath and runs, racing around the corner of the station and out into the field behind it. It's pitch black and she stumbles forward in the dark. After she's run 75 yards, she crumbles to the ground and dares to look back -- reaches in and carefully puts on a pair of plastic gloves. Then he grabs a duffel, closes the trunk, and starts toward -- IN THE FIELD TINA, hand over her mouth, hides, lying flat between unplanted rows of dirt. The beam of a flashlight approaches. Every few seconds the sedan driver WHISTLES a "bobwhite's call," almost as if he's expecting a return whistle. TINA says a silent prayer as the driver gets closer and closer, the flashlight beam moving back and forth. Then she sees something else -- on the horizon. The lights of an 18-WHEELER, cresting the ridge. TINA takes a breath and runs like hell for the --Tina ventures her first look back. The dark sedan is gone. Flo and Deke are finished eating.Deke smiles. Flo's demeanor turns serious.Flo slowly reaches in her purse and pulls out a key chain. On it is a smashed bullet fragment.When Deke doesn't respond, she re-pockets the keys.They share a look. A BUSBOY clears the plates. And I needed this. Haven't been out to a restaurant since I went on nights. Usually cook a little something and bring it in but my stove's broken. Three days before they can get a guy out to fix it. Can you believe that?Deke's gears are turning.

Never looking back, she jumps the culvert and races into the middle of the blacktop, playing a game of chicken with the oncoming truck.

She runs to the driver's side. The DRIVER steps down from the cab and is immediately grabbed by Tina.

This guy, he's following me. He was chasing me, then I stopped and he stopped, too. He got out with a flashlight and --

Just like I told the police. It was dark. He had a hat, glasses...

I dunno. Something about the eyes. Maybe if I could get a better look.

The door opens and Deke enters, turns on the light. Julie Brock's place. Empty save the bloodstains that mark her demise. And another thing: The "superglue" fumes have caused some of the paint to peel. Deke stares for a moment, drinking it in. Then he closes the door behind him. After a second, he walks to the refrigerator and opens it. Empty. No interior light. He checks the bulb. Looks fine. Deke puts a shoulder to the edge of the fridge and slides it halfway around. Then he hits a knee and checks the plug.Deke jumps a bit and turns to see the LANDLADY.Deke's face says he's not in the mood for humor. I called a place to get it fixed but then the girl was killed and, suddenly, that wasn't such a big deal anymore. I mean, I got bloodstains to worry about. Probably have to rip up the carpet.

Sal opens the carton of milk and pours some down. BACK TO SCENE (PRESENT)She shakes her head and leaves the room. Deke finds a seat on the edge of the bed, still bloodstained. spattered walls, the door... CUT TO:

Deke and Farris carry flashlights as they rush down an embankment to the area below the bridge. Deke's in the lead. When he reaches the bottom he stops, frozen.CUT TO:

around which are positioned two nude girls. Their arms are folded and their heads are resting on the rock. Several knife wounds are evident. On their heads are plastic bags.

The Landlady stands in the doorway, holding three Schlitz beers in their plastic noose.She hands over the beer and heads for the door. Close it when you're finished... ya creep. And Deke is once again alone. He rips one of the beers from the plastic webbing, pops the top, and downs a long drink.

STAN PETERS, looking harried -- hands shaking, sweat pouring from his chin, his face locked in worry -- walks down the street, looking for a place to cross. He looks both ways, then jaywalks. When he reaches the middle of the street... A TRUCK brakes hard, stopping a few feet away from Peters. Peters starts to curse the driver but is horrified when he looks at him. It's Deke, staring right back. Peters, more nervous than ever, stumbles away.

Peters, grim-faced, enters the hallway, fumbles with his keys, opens his door, goes in, and closes it. WE HOLD and then start to PULL BACK. After several seconds... a single GUNBLAST sounds.

A flophouse on Hollywood Blvd. A gaggle of HOOKERS ply their trade out front, trying to wave down horny motorists. Deke walks past them and into --

Two couches, pay phone, and a caged desk, behind which sits the MANAGER. You know what he looks like. Deke walks in, carrying the files and the bag of boots. The Manager eyes his uniform...A room. The Manager sighs, reaches, and pulls a key off the wall.Deke opens his wallet, extracts some bills and tosses them down. The Manager slides the key across the counter.Deke starts to walk up the stairs.Deke doesn't answer, just continues his climb.

I don't want any trouble. I got no connection to the girls out front.

Upstairs, turn right. There's some stuff in there from the last guy. He stiffed me. Just toss it in the hall unless... He's about your size.

They leave clothes I can't wear; pictures of girls I don't know.

Deke opens the door, flips the light. A bed, a dresser, a "nativity" print, and a Gideon Bible. You get what you pay for. Deke takes off his coat, opens the closet, and stares at... A FEW CLOTHES hang on a rack. If this was all the guy had, he didn't have much. Deke sizes up one of the shirts. Too small, hangs it back up and slides the hangers deep into the closet. DEKE unbuttons and removes his outer shirt, hangs it up, walks to the bed, and sits down. He slowly opens the file Flo gave him and removes the victim's photograph. But, instead of one, there are three. Mary Roberts. Paige Callahan. Tamara Ewing. Not quite as sweet and delicate as the current victims, but just as young. WE MOVE CLOSER and can't help but stare at the large surgical scar on Deke's chest. lights, TRAFFIC SOUNDS, AND HOOKER CATCALLS of Hollywood drift through a breezy, open window.

Baxter kisses his daughters good night. The oldest, JENNIFER, 8, lies in the top bunk and the baby, CHLOE, 5, in the lower.Baxter smiles and moves toward the door, "thinking hard."Baxter closes the door behind him as he leaves. The girls continue the rhymes in the dark...

Baxter enters and sees his wife, ANA, in the bathroom, brushing her hair. She feels his eyes and turns to him and smiles. Baxter walks up behind her and rubs her shoulders.Now she does.Taped to the mirror is a second grade drawing of a young girl and Ana, holding hands, with a rainbow behind them.She looks at his reflection. His sad eyes.Baxter kisses the top of her head.He walks away.He stops, looks at her, and nods.

For weeks I've been trying to break through. Nothing. End of the day yesterday, I'm doing lesson plans and I look up and she's standing there, staring at me, and she hands me that.

We talked, actually talked, and today when she came in, it was better, not perfect but better.

I'm sorry, I shouldn't have... I mean, I can't imagine what you're...

Oh... I'd like to get out of the \* city but Jim won't leave. You \* work homicide there, too?

I've got parent/teacher conferences until five so the girls are staying at Mom's until dinner.

I understand it. There's something about his eyes that give him away. They're deep. They're \* dark. Like he hasn't slept in years. He's damaged. He's \* damaged. \*

CLOSEUP -- A PHOTO -- MARY ROBERTS, lit by the beam of a flashlight in the dark. Cute. Innocent. Dead. WE MOVE WITH the beam of light as it PANS TO another shot, another dead girl, PAIGE CALLAHAN. victim, TAMARA EWING. All the photos are taped to a wall. DEKE shirt off, lies on the bed, flashlight in hand, moving the light over the photos like an usher at a midnight horror movie. He lowers the light, pointing it at... HIS POV A LIVE GIRL, 19 or so, with long, stringy hair covering her face. She kneels at the end of the bed and slowly, lovingly removes Deke's shoes. A hooker? Then she starts to rub his feet -- again, slowly, affectionately. DEKE watching her work; staring as if she's performing an amazing act. THE GIRL raises her head and smiles softly, happy that her efforts are pleasing. She seems too gentle, too calm to be a hooker. Then, with both hands, she parts her hair, exposing her adoring face. It's Mary Roberts!DEKE listens like a scared child -- nodding with his eyes... A light comes on and he turns to see -- AT THE SINK -- Two other girls, PAIGE CALLAHAN and TAMARA EWING, standing at the sink, staring at the mirror -- amazed by their lack of reflection. Their movements, like Mary's, are slow, almost lyrical. They turn in unison and smile...Deke turns, once again, to Mary.POV THROUGH DEKE'S WINDOW - SAME TIME - NIGHT (REALITY) Deke, alone, on the bed, one hand holding the flashlight.

The zoo of homicide, as Baxter walks by.Baxter stops at the door.Farris motions for him to enter.Baxter enters and closes the door.Baxter is stunned.-- I'll handle the press. It's on me. Rogers walks past the glass, makes eye contact with Farris.Farris shakes his head.In a manner of speaking, yes.Farris nods, settling Baxter down.Baxter ponders this then starts for the door.

Deke exits the door, wearing "new" secondhand clothes and carrying his bundled uniform in his arms. Deke talks to the OWNER. He tosses a notebook to Deke.

Cancellation. The blue number is the order date -- the 11th, the red is the cancellation -- the 15th; before I could get a man out.

Deke walks up to his Bronco, sticks in the key, gets in, looks back over his shoulder to pull out, and sees... A SIGN -- down the block -- "AAA APPLIANCE -- Sales and Service."

The OWNER, 50, shows a customer the finer points of a used refrigerator. DEKE walks in. His eyes rest on... A SASH OF ELECTRICIAN'S CORD hanging on the wall. The Owner spots Deke and finishes up with the customer.Deke, wasting no time, flashes his badge.THE OWNER groans, retreats behind his desk, and grabs a clipboard full of paper off a nail on the wall. DEKE ambles to the rear of the sales room. He pulls open a door and stares at...DEKE turns around, walks back to the Owner, who shoves the clipboard across the desk. Deke scours the pages, looking for Julie's address. Bingo.Deke nods, tears a sheet from the clipboard, and walks away.

A large area where 5 EMPLOYEES, repairmen, sit at a makeshift washing machine table and eat sandwiches.

A repairman, ALBERT SPARMA, colubrine, 30s, watches from the still-open repair room door. After a few seconds, he retreats, closing the door behind him.

The opposite side of the highway -- where sits... SPARMA'S CAR, facing the opposite traffic direction.

DEKE slowly walking on the slanted roof to the opposite side of the building.

the three different highways. On the third he spots AND WE ZOOM TO, in the distance, THE ERRATIC BLINKER...

The headlights illuminate Baxter, kneeling over the crumpled body of Albert Sparma.

Deke tries his best to stay calm but can't help but sneak a peek as he passes...

Baxter sees a cop exit Sparma's back door and look around. The cop goes down the steps and looks to the roof, shining a flashlight to and fro.

Sparma, sitting on a short wall, not twenty feet away, watching the disturbance he's created. He's eating chips from the restaurant.

Baxter is mid-conversation with AMY ANDERS. I've worked dozens of stab- homicides and 90% of the time there's blood-mixing. Now you're telling me that we've had five straight, same butcher, and he hasn't so much as nicked himself in the struggle?

A room with a set-up not unlike the serology lab -- desks, lab coats, microscopes. Baxter walks up to a busy ASSISTANT, a guy named FELIX, pushes aside files and, much to the organized lab-man's chagrin, sits on his desk.

It's no good without one to compare to. The center's missing and the computer can't work without the center. Look on the bright side. The guy finally left a partial.

This other fella, let's call him Mr. X. He's got 9 identifiers. Only two less than Sparma. Maybe he's the killer?

Baxter exits the crime lab office and walks down the hall. Something catches his eye and he stops and stares at... the bulletin board. BAXTER's eyes linger on it, taking in the girl's face.

Baxter drives up, checks an address, kills the engine, then stares at the house, pulling himself together. CUT TO: A HOME VIDEOBaxter sits on the couch with MR. and MRS. RATHBUN watching the video on the television. Three somber faces.

Mr. Rathbun hands Baxter a photo of Ronda. Baxter looks at it and takes in the room. A WALL OF PHOTOS -- graduation shots, family outings, a cheerleader photo. A smiling Ronda Rathbun in each.Baxter nods, taking note of this. They said until they know more they can only assume she ran away. We know better.Mrs. Rathbun sobs. Her husband puts an arm around her shoulder.No need to answer. He knows exactly how they feel.He shakes Mr. Rathbun's hand to leave. Then he remembers the photo and offers it back to the grieving father.

The night she disappeared she was wearing gray jogging pants, socks, shoes, a blue sweat top.

A red barrette. Called it her lucky charm. When she ran, she always wore a red barrette to hold her hair back.

Maybe the same animal that's done this to... If she's alive we want to find her. If she's not... \* Detective? \*

Jim, would your daughters run away?/Then you know how it feels. \*

Baxter closes the door, stares at the photo. His meditation is broken by the sound of his BEEPER. He retrieves it and stares solemnly at its message.

Deke comes to a stop at a light, scanning the radio dial until he finds the old love-song station. AN ODE to youthful aphrodisia brings a slight smile to his face. Then... Two radio cars and a coroner's van -- no emergency lights on -- roll through the intersection. The concrete bridge is lit up and a spotlight is scouring the water below for evidence. A helicopter hovers overhead. Baxter kneels down to the wet, dead body of a GIRL. He gently pulls aside a strand of matted hair, pulls out the photo of Ronda Rathbun, and compares. No go. Baxter stands up, pockets the photo, and sighs. He spots... Deke standing nearby, taking it all in.Deke ignores, then squats and stares at the dead girl's body.No reply.Still nothing from Deke. Sal shines a light on a stick with a shred of cloth on it.Deke and Baxter walk over and eye the flannel cloth as a criminalist plucks and bags it. OMITTED

The criminalist picks up the bloody flannel shirt. BACK TO SCENE (PRESENT)She nods and leaves.

The crime scene is below, lit with work lights and criminalist's flashlights. Deke leans on the dam, watching the show.Deke shakes his head. Baxter leans in next to him. Sal says you went to bat for me with Farris. That's not a wise \* career move.Deke pulls a list out of his jacket.Baxter smiles at the dig.A beat, before...Several seconds of silence, then...

A nice, three-bedroom Craftsman on a tree-lined street. Baxter's unmarked car and Deke's Bronco are parked out front. An uncomfortable Deke sits at a table, sipping coffee. Baxter, working in the kitchen with Ana, carries two plates from the counter and sets them down.Deke's is eggs, bacon, and hash browns. Baxter's is egg whites and a slice of cantaloupe. Deke eyes the difference...Joe's in Kern County now.Baxter's daughter, Chloe, still sleepy-eyed, walks in and sits in her dad's lap. She spots Deke...Deke smiles uneasily at the little girl -- cute as a button.You have any kids, Joe?Jennifer walks in with her backpack.Chloe kisses her father and gives him a hug. Then she climbs off his lap and waits as Ana grabs her purse and keys and kisses Baxter.Chloe watches Deke, who can't take his eyes off her. Then she gives him a quick, very spontaneous hug and leaves. Deke is floored. He follows her exit with his eyes. She's beautiful. They all are. \*Deke wipes his plate clean and rises. Baxter can't believe how fast he finished.Baxter nods. Deke stands and leaves. Baxter stares after him.

Reseda. Not as nice as Baxter's. Deke parks, gets out, stands in front of a house. He's not even sure why he's there. The door opens and Deke's ex-wife, MARSHA, stands there in her nurse's uniform. She's prettier than we'd expect, but with the same no-nonsense eyes of her ex. She looks at him long and hard.You look like hell, Joe.He looks at the yard, nudges a sprinkler head with his foot. She closes, locks the door.She gives him a quick hug and a kiss on the cheek before she gets in her car and drives away. green grass, and stares at it, as if for the first time.

Good. Trish passed her CPA. Sue's met a guy; seems like a good kid. You should give 'em a call.

Baxter furiously types the Brock report on a typewriter. Jamie walks up and dumps three files on Baxter's desk.

Deke sits by himself, drinking a beer. He gets a dirty look from A GRUNGE KID at the bar. BAXTER sneaks in next to Deke.Baxter smiles, points to Deke's beer.Baxter sizes up the question before...Deke almost smiles. Birmingham, Alabama. Family moved \* here when I was 15/teenager. \* The beer arrives. Baxter raises his bottle to toast.They clink bottles and drink.No rape, no sodomy, no genital mutilation.Baxter stares at Deke, half-understanding the statement.Baxter stops and leans against Deke's Bronco.Deke stares hard at Baxter. His cover's blown. OMITTED An elegant, if short, bridge connecting Hollywood to Silver Lake. What it lacks in length it makes up for with an old world architectural style that is out of place with the nearby '50s housing. The streetlamps throw gaslight-like vapors over the mist-filled gully the bridge traverses. DEKE'S BRONCO pulls to a stop and the two cops get out.Baxter and Deke move to the edge and look over. Then Deke turns and points to a bridge streetlight.Deke turns his attention to a nearby house and points.THE NEARBY HOUSE. A head is silhouetted in the lit window.Her first date in 15 years and she slept at the old guy's house. Baxter has to chuckle.

Deke, flashlight in hand, walks down the grassy embankment followed by Baxter. He stops at a tiny creek.Deke points his flashlight to a large rock. CUT TO:

The two girls sit, dead, propped against the rock.CUT TO: BACK TO SCENE (PRESENT) Deke squats down and stares at the rock.CUT TO: Farris catches up to Deke and the two men stand there for a moment, horrified by the sight. Deke knows the girls are dead but Farris goes to work, checking for pulses. None.He and Deke share a look then Farris makes his way back under the bridge to scour the area.BACK TO SCENE (PRESENT) Deke continues to stare at the rock.Baxter squats down, too, staring at Deke.Deke drives Baxter back to his car.Deke stops the Bronco. Baxter remembers something, pulls a sheet from his jacket and hands it to Deke.Deke nods. Baxter gets out, leans in the window.You wanna clear your conscience, that's your problem. But, if you gotta solve my case to solve yours, who am I to moan?... But you piss on my leg and call it rain and we're through. Baxter walks to his car. Deke pulls up beside him.Baxter watches as Deke drives away.

Two of the victims were against that rock. Drugged elsewhere, brought here, stabbed to death, then posed facin' each other, heads bagged, laid down, like the rock was a table.

A YOUNG WOMAN jogs in the street TOWARD us. Coming up behind her we see the headlights of an approaching car. Strangely reminiscent of Ronda Rathbun's abduction. The car slows to move alongside the jogger. It's Baxter driving...The Girl notices him, shakes her head, and keeps jogging.She turns down a street and disappears in the dark. Baxter sighs and drives away.

Lights out. Baxter walks in, takes off his jacket. Ana turns on the nightstand light. Hey. Where have you been?Baxter unloads his pockets -- keys, change, pager. She \* stares back at him.Baxter smiles, sits on the edge of the bed.

Deke checks the printout and scours apartments for addresses. He finds what he's looking for and parks. Deke walks along the carport, shining his flashlight on each car, until he sees... A LICENSE PLATE on a dark sedan, parked in the shadows...ON THE GROUND... a homemade CAR FOR SALE sign and a # to call. DEKE walks to the car and shines his flashlight on... THE TIRES... good. THE TRUNK... locked. THE INTERIOR... plain but clean. THE ODOMETER... 202,733 miles.DEKE, cool as a cucumber, turns to see... ALBERT SPARMA, the appliance repairman, a trash bag of garbage in his hand. Deke returns the stare.Sparma hesitates...I'm in the market. I can give you top dollar, but I'll need to look --Deke stares a hole through Sparma, then nods, clicks off his flashlight, and walks away. Sparma watches Deke until he gets in his Bronco and drives away, then drops his trash in the garbage can and walks back to his apartment. We HOLD ON THE TRASH BAG.

Okay, I invoke my 5th Amendment right against self-incrimination.

Just kidding. Where's my rights waiver card? I know I'm not officially in custody but better safe than sorry, huh, guys?

Whatever. Like I said, the car was stolen. Thanks for finding it. I'll drive it home.

I did. I don't know about you guys, but I'm ready to get to the juicy stuff.

I know the drill, Jimmy, but the truth is, I'm not the guy. If you had anything, I'd be under arrest, right?

Yeah. I'd like to get a peek at all this hard evidence you say you got.

Where we going next? 'Cause I know a cute little spot for a picnic.

I'd think twice. I mean, everybody saw what happened at the station.

Tryin' to figure if you could get back to your car in time to tail me? You can't. Come on, get in. We've got a drive ahead of us and I've got to go to work tomorrow.

Ya already felt me up. You're armed and I'm not. What are ya scared of?

Let's recap for the fans at home. 101 north, 170, I-5 north, 14. Daddy, Daddy, how much longer?

I knew a guy had a hunting lease here 5 years or so back. Nice spot, huh? And we got the moon tonight.

Chilly. Chillier. Chilliest. \* You really suck at this game. \*

Warm. Warmer. Warmiest. Hot. \* Hotter. Bingo! Now look \* down at the ground...

Devil's in the details, ya know? Fingerprints, witnesses, physical evidence. You'd have to get rid of my body, get rid of my car. A lot to consider.

Okay, you want the truth? I never killed anybody in my whole life. Do you believe me?

Say, what if this guy just quit killing? Cold turkey. Fell back into his life. Nine to five. Maybe gets a girlfriend. He can have any woman he wants, you know? I mean, if he did that, you'd be fucked, wouldn't you? 'Cause you'd have nothing.

Hell, he prolly wouldn't even have to stop. He could do it over and over and over again. Because he's smarter than you. He doesn't even have a high school diploma, but he's forgotten more than you'll ever know. That's gotta be frustrating, huh? To be that powerless?

What are you, five, six deep, and no end in sight? I saw a picture of your lovely family.

DEKE enters, carrying the TRASH BAG. He stops at the pay phone, dumps the bag, and dials. THE MANAGER takes note of the bag.The Manager shakes his head and retreats to his desk.

Deke rips open the trash bag and dumps its contents onto several sheets of newspaper strewn on the floor. He kneels down and begins picking through the contents... A RAG... no blood... into the discard pile. CHICKEN BONES... discard. NEWSPAPER... discard. JUNK MAIL... discard. MILK CARTON... the keeper pile. A SCHLITZ CAN... keeper. PIZZA BOX... open... one slice left, half- eaten. DEKE holds up the half-eaten slice and stares at it. Flo, with a small metal device, tries to measure the bite on the slice of pizza. After a few seconds, she tosses the tool, looks at the crime scene closeups, then up at... DEKE -- staring, waiting...Deke looks at the photo from the 5-year-old file.Flo demonstrates with the half-eaten slice. Deke smiles, grabs his jacket, and walks to the door.Deke halts his exit, turns to a smiling Flo...

Deke emerges from the office with a set of keys. He gets into a midsize, gray sedan and drives away. rent-a-car establishment. He stops, parks.

Deke pulls a screwdriver from his pocket and goes to work on the plate holding the interior overhead light. He pulls it away, tosses it in the backseat, and unscrews the bulb. CUT TO:CUT TO:

Albert Sparma exits the front of the store and walks... across the street... to a deli.

Deke, sitting, watching. He chuckles when he sees... The sign above the deli -- THE BEST ROAST BEEF IN TOWN!

Deke checks his watch. 4:00. But the sweep second hand isn't moving. He gives it a good shake. It starts ticking again. He mutters a curse and comes to attention when he sees... Sparma, coffee Thermos in hand, exits and walks to his car -- the one that was parked in the carport -- and drives away.

DEKE'S POV -- Sparma puts on his blinker -- it's unusual; blinks too fast -- changes lanes and takes an exit ramp.

A strip joint, even though the sign says, "Exotic Dancing." Sparma enters the nondescript doorway.

Deke adjusts his driver's side mirror to give a FRAMED VIEW of... the entrance to the strip joint.CUT TO: Deke shines his flashlight around the crime scene. Then he HEARS A SOUND, a RUSTLING SOUND -- movement from the brush -- and he takes a cautious step toward the ravine. CUT TO:

IN THE MIRROR, Sparma exits, heads to his car, gets in, and drives off.

SPARMA gets his order from the drive-through and exits, passing... DEKE, parked near the exit driveway. Just as Deke puts his car in drive, he sees... Sparma's car pulls over by some hookers hanging nearby. Deke watches stoically. Then he lowers himself in the car.Come on. It's a school night.

THE NIGHTSTAND CLOCK reads 4:05... and counting. Ana, half-asleep, rolls over and feels for Baxter. gets out of bed.

Ana, now in a robe, searches. She stops cold when she sees... Baxter sits alone on the patio. Lit by moonlight. Staring into the night. WE HOLD. His lips are moving but we hear no words -- Praying for answers to impossible questions. Ana just stares. Her husband is a million miles away.

MAGIC MOUNTAIN in the distance. Sparma's car crests a hill. WE HOLD. Twenty seconds later, Deke's car follows.

Deke drives several hundred yards over another hill and comes to a stop on the shoulder.

The reverse lights come on as Deke backs up. Deke, looking in his rearview mirror, slowly backing up the crest of the hill.

Deke sticks the car in drive and takes the exit underpass to go to the other side.

As he enters the opposite side of the freeway. No Sparma. DEKE drives up to the spot where Sparma's car was and stops. He grimaces when he sees... Sparma -- on the opposite side of the highway -- parked in the exact spot where Deke last parked. DEKE just stares; settles in to sit it out. The standoff continues. Then Sparma's car starts forward, disappearing down the exit.

DEKE sits, waiting. He checks his rearview mirror.WIDE SHOT - DAY Sparma's car pulls up next to Deke on the driver's side. So close he can't open his door.

The underpass. Nothing. Then Sparma's car drifts slowly INTO VIEW and approaches. Closer. Closer...

Deke turns and stares at... SPARMA, who swivels slowly, stares at Deke for several seconds... then laughs.

Lots of land. Hills. Desolate highway. Two lonely cars and the echoing LAUGHTER of Sparma.

Deke continues the stare-down. Sparma shakes his head, puts the car in drive, and wheels away. Deke just watches.

Baxter picks up the phone.In the distance, we see Deke on the callbox. We hear the conversation...The second girl, the ditch pitch... Where'd you find the body? Exactly.WE PAN until Deke is on ONE SIDE of the FRAME and the MILE MARKER is on the OTHER.And that's, in fact, what the mile marker reads.

Baxter hangs up the phone, staring, thinking. Sal, at the next desk, on the phone. He turns to Baxter...Sparma? Seems that Topanga Tow has a car registered to him. Found it abandoned two weeks ago.

Deke stands outside while Baxter makes his case...Baxter puts his hands on Farris' desk and leans forward.Farris mulls it over, then nods.in his apartment, name another set of eyes you'd rather have in there.

Baxter enters the room and gives Jamie a thumbs-up. She jumps to and hands over Sparma's assault booking sheet.She motions to Tina, who sits on a nearby bench --

The car is parked near Sparma's house. A DEPUTY at the wheel. Jamie sits passenger, Deke in back.

Felix shows Baxter his comparison study on the Brock apartment partial print with Sparma's.So, we're one short of somebody's legal requirements. That says something!Felix holds up a different print page and shows it to Baxter.Felix inks and holds up his own thumb.

Deke and Jamie watch SPARMA make his way up the stairwell to his door.

An International Harvester cruiser wagon is being ripped apart by a team of detectives and cops. A guy in a LAB COAT is going through the trunk with a fine-tooth comb. LAB COAT dabs a sterile swab in a solution bottle and touches it to... A RED STAIN on the carpet trunk. Baxter nervously awaits the result...Baxter nods. Sal walks up, fresh from a front seat search.Definitely.

The cop, Deke, and Jamie move to Sparma's door. When they arrive, they pause. Deke nods to the cop, who KNOCKS. In the middle of the first knock, the door opens and Sparma, still in his work clothes, stands there, blocking their view.Deke sighs.

Tina Salvatore sits nervously, talking to Baxter.JAMIE enters. She leans over and whispers to Baxter.Baxter turns to Tina.Thanks. You go with Detective Estrada here, okay? Tina nods, rises, Baxter pulls Jamie aside.

Tina and Jamie exit and walk toward Homicide.Tina nods and disappears in the restroom. Jamie walks around the corner to grab the soda.

Baxter stands, waiting. Sal walks in.Deke walks in carrying a wind-up alarm clock. Deke winds the clock and sets it on the end of the table.Deke exits, leaving Sal and Baxter in the room. Tick. Tock. Baxter nods to Sal who walks to the door, eyes... THE HALL. Empty, except a single UNIFORMED OFFICER, JERRY, that stands against a wall.

Jerry, the uniform, disappears around a corner. A few seconds later, the bathroom door opens and Tina Salvatore exits, takes a step, stops to tie her tennis shoe laces. She hears steps coming, looks up to see... Jerry, with a cuffed Albert Sparma, walking toward her. Her expression changes and... they lock eyes for one deadly moment. Then he's past. She glances back over her shoulder as she walks to Homicide.

Sparma is led in.Jerry uncuffs Sparma, who takes a seat and eyes the clock. Baxter turns on a tape recorder.I know. You're famous. On TV, in the papers all the time. I'm kind of a crime buff.Baxter looks to Sal then back to Sparma.Baxter reaches in the drawer, pulls out a white card, and tosses it on the desk.

The interview continues...We'll be keeping it a few days. Why didn't you report the theft?

Tina Salvatore finishes thumbing through a magazine, sets it down, looks to Jamie, who walks by...

Sparma looks at a graduation photo of Julie Brock.Baxter takes the photo back.

Deke picks up the phone. It buzzes and Baxter picks it up.You get the feeling he's enjoying this?

Baxter listens for a few seconds, then hangs up the phone. DEKE enters the room, carrying a paper bag.Deke sits down directly in front of Sparma.Deke sets the paper bag on the table. It's the bloody flannel shirt taken from the Brock apartment. Sparma stares at it, then smiles at Deke, who gives Baxter a look. Baxter nods to Sal, who leaves the room. Baxter slides back against the rear wall to watch. Deke turns off the recorder and opens one of the files. He extracts a manila envelope; drops it on the table.Deke nods to Sparma and then to the envelope.

Sparma chuckles nonchalantly, reaches out, and unclasps the envelope. wants to), then drops the envelope back on the table. Deke stares at Sparma, then relaxes down in his chair. Sparma tries to do the same but his eyes go to the envelope. Deke nods to him. ("It's okay. Go ahead.") Sparma waits a second longer, then shrugs ("Okay, no big deal, I'll look"), reaches out, and takes the envelope. He stares at Deke and turns the envelope upside down. Forty 8 x 10s of the Brock crime scene paint the tabletop red.

Sal watches, eyes glued to... THROUGH THE ONE-WAY MIRROR -- Sparma is carefully perusing the photos, which are splayed on the table. Every few seconds, he returns to a particular shot and stares hard.

Baxter, lying back, watches -- Sparma, totally engrossed, slides a few shots around on the table, looking for a particular favorite. Deke plucks a hidden one from the pile, holds it up.Deke hands it to Sparma. Deke moves closer, sitting on the edge of the table, his eyes on Sparma. Sparma lasers in on the photo -- his glazed eyes flutter a bit. The clock TICKS... Then Deke knocks the photo away and grabs Sparma's crotch with one hand and his neck with the other, pushing the man and chair backwards. He gets in Sparma's face.Baxter jumps forward -- Sal races from the room. WE PAN AND HOLD OUR VIEW THROUGH THE ONE-WAY MIRROR. Baxter and Sal pull Deke away. Sparma starts a WHEEZING CHUCKLE.

Sal and Baxter pull Deke off Sparma.Before he leaves the room, Deke stops to admonish Sparma.Deke exits. Sparma continues to tauntingly CHUCKLE, looking straight at Baxter. Then he juggles his crotch with one hand.Baxter's face stiffens. In an instant of time, he kills the guy twenty times... in his mind. Then he walks away.

Baxter exits the room, mad, frustrated. Jamie approaches.Baxter sits while Tina looks at a stack of photos. She turns one over. No hint of recognition. Baxter watches. Jamie's eyes dance between Baxter and Tina. Tina turns another page. It's Sparma. A five-year-old mug shot. Tina hesitates. Baxter, wanting this bad, bites his lip... A PHONE RINGS.Baxter, annoyed, waves off the call and looks to Tina, who's still looking at the photo.Baxter looks at Jamie, then slams his fist on the table.

Jamie hurries to catches up to Baxter...And he storms away, leaving Jamie staring. Rogers sits calmly while Farris and Baxter go at it...Rogers grins. Farris sits down, calms himself...Baxter bites his tongue, turns to leave.Baxter's face drops. He didn't know. Wasn't in the computer but old paperwork says he walked in, spent ten hours going through the thing, signed a confession. We cut him loose the next morning --Rogers smiles smugly. Baxter turns to Farris...Farris nods slowly. Baxter turns to go.Baxter holds his ground, staring at Rogers.

Baxter walks straight down the hall, finds the room he's looking for, turns the handle, and the door opens.

Baxter enters, dark except for a nightstand light. He takes in the room and gulps when he sees... THE WALL OF PHOTOS. GRUESOME. signified. The look on his face mixes disgust and reverence.Baxter jumps, spins, sees -- DEKE sits in a dark corner, in a chair, he's wearing the boots and drinking from a bottle of Scotch.Baxter charges over and... throttles Deke with a hard shove to the chest, pinning him against the wall. The bottle clatters to the floor as Baxter shoves him again. Deke offers no resistance, just takes the punishment. Baxter buttonholes Deke against the wall.Baxter releases his hold and Deke slumps to the ground.Baxter takes a look around the room. He kneels down to Deke, still leaning against the wall.This gives Baxter pause. Deke places a finger in the pool of Scotch and holds it in the air.We've got a suspect, my friend. Baxter wants to ignore this, but he knows Deke is right. He, too, slumps to the ground. Deke licks his finger.Baxter mulls the option for a moment, then dismisses it.Baxter reaches in his pocket, pulls out the Rathbun photo. For Ronda Rathbun, wherever she is.The two men stare at one another. From this point on, they're bonded together, all the way down the chute.

Baxter dials, then...When Baxter hangs up he notices... A "Have you seen this girl" POSTER with Ronda Rathbun's photo on it. Someone's drawn a mustache and goatee on the girl's face.

Deke sits, watching the window and back, upstairs door. Baxter gets in, closes the door. Deke gives him a look and Baxter shrugs --and watch as Sparma exits, walks down the stairway.

THROUGH the front car window we see Sparma emerge from under a streetlight, look around, and cross the street. Baxter and Deke share a look. "Are we going to do this?" Deke answers by opening his door.

Deke walks to Sparma's door. He opens a burglar's kit, but when he touches the lock, the door squeaks open.

Deke enters, closing the door behind him. He puts on his \* gloves then opens the door and wipes the handle. \* He eyes the kitchen. \* Deke opens the fridge -- milk, beer, no leftovers. Deke \* opens the freezer, shines the light on it... Not much \* there. \* Deke walks to the sink, a can of Lysol sits on the \* counter. He spots a LONG, STURDY KNIFE in the drying \* sink, picks it up, shines the light on it... serrated \* edges. \*

A POLICE SCANNER. A DISPATCHER'S VOICE comes through the airwaves, calling out instructions to a radio car.

Baxter sits inside, waiting, watching Sparma's window. THE LIVING ROOM -- very neat, very clean and organized. \* The fleshlight fixes on... \* THE TV -- a rerun -- sound down. \*

THE BED -- made. THE DRESSER -- a few knick-knacks on \* it... \*

A BOOKSHELF -- a few hardbound, a few paperbacks -- all \* on crime: forensics, whodunits?, serial killers... \*

Not too busy. Sparma enters, looks around -- two guys at the bar, a few folks eating dinner. SPARMA sits at the bar, checks his watch, looks around for a few seconds, then nods to the bartender.

Deke enters, shines the light and sees clear liquid in the bathtub. Water? Deke turns on the bathroom light and -- The room turns red. He's using it as a dark room. Deke notices a DENTAL BRIDGE in the bottom of a glass of water. Deke picks up the two-tooth bridge. He thinks for a second, grabs a bar of motel soap from the sink, wets it, and firmly plants the bridge on the bar. A solid imprint on the bridge appears on the soap. He pockets the bar.

Baxter's eyes dart between Sparma's window and the street. Deke reenters the living room/bedroom, notices a slide projector on a small table. His eyes go to the bare wall with a single nail it's aimed at. Deke flicks it on and a light hits the wall. Nearby is a case of slides. He takes one out, slides it in the projector and the image is projected on the wall -- It's an old family photo -- nothing too interesting. Deke stares at it for a second, then walks to the wall, bends down and picks up an empty picture frame, attaches it to the nail on the wall and -- It perfectly frames the projected image. He turns off the projector, replaces the slide and -- He walks -- feeling with his feet for irregularities. He kicks over a throw rug, hits his knees, and knocks on the wood. Hollow. He slips a pocketknife blade into the wood, turns it slightly and lifts the board. Inside, in a 2' by 2' cavity... is a BOX. A lockbox.

Baxter checks his watch, looks around, then gets out of the car and starts walking toward the nearest busy street.

Deke takes a deep breath. Inside... \* THE BOX is chock full -- letters, papers, postcards, clippings. Deke stares at the yellowed clippings... They're all articles and police beat photos from murder scenes. There must be 20 of them. He stares at one... THE CLIPPING -- Shakespeare's Bridge newspaper crime photo.BACK TO SCENE (PRESENT) Deke is lost in memories, until...

Deke holds his revolver over his flashlight as he takes one cautious step after another. The guy's a hunter, in his element as he stalks whatever is out there in the brush.

All units. Officer needs help. Officer down. Repeat. Officer down. 10929 San Marino Street.

Baxter walks up to Pike's and looks in the window -- Sparma's not there. Two LAPD SQUAD CARS, lights flashing, blast past him on the way to Sparma's. Baxter races back toward Sparma's.

Two cops kick open the door, flashlights and guns in hand. One cop tries the light switch. No light.One cop tries to turn on the light -- nothing.

Baxter runs up, showing his badge. An LAPD OFFICER, steps in front of him.Baxter moves ahead. The Cop stops him. All respect, Detective, your jurisdiction doesn't start for another twenty blocks. Baxter sighs and steps back, his eyes on Sparma's window. And then he starts to run for the phone booth by Deke's car. When he gets there, he throws in a coin, hurriedly dials. When someone answers --And then he pauses, what can he say?To say anything would give himself up. He hangs up and makes his way back toward Sparma's apartment.

6 Adam 67; show a Code 4. No officer down. Advise that we have a possible prowler suspect fleeing the location.

One cop shines his flashlight up at the bare bulb above them and screws it back in. The bulb lights up. Deke unscrewed them. Outside the back door we see Deke standing. He looks down -- a cop with a flashlight is right below him and an LAPD cruiser is nearby. He starts to move slowly down the exterior hall toward the front/side of the building.

Deke makes his way to a corner, then climbs up on the railing and lifts himself to the roof. Baxter eyes the apartment.

Deke squats down to avoid the light beam, then moves quietly to the edge of the building and takes a look down. Too far to jump. The flashlight moves past him, getting closer. first, climbs down. He has to drop the last six feet or so, hitting the ground hard.

Baxter, driving, looks to and fro. Suddenly, Deke appears and jumps into the car. Baxter throws it in reverse, does a three-point turn and drives away as Deke shakes a pill from a bottle and sticks it under his tongue.He looks to Baxter. A plea.

BAXTER pulls the X-rays off the viewing light.Flo puts away her measuring instrument, tosses the soap bar back to Baxter, and shakes her head.

sitting at her desk, analyzing the soap bridge mold, speaks without looking up.

Sal, Jamie, Dennis Williams hover around Baxter's desk.Baxter hands over a manila sheet with six photos, one-of whom is Sparma. The others look nothing like him.If they pick him, we'll rehabilitate with a line-up. Sal, you take the in-town sites. Dennis, work the files. I want names of anybody who knew the guy, dated, fed, or hated the guy. Sparma's got a scanner, so stay off frequency. I'll check in, but you got my beeper and here's the pay phone number near the apartment... We've got two days... They nod, stand, and stare at him.They leave. Baxter spots Rogers, at his desk, smiling. Baxter swallows a comment, grabs his coat, and leaves.

Jamie catches up to Baxter...Baxter walks to his car.Baxter is stung by this. Without answering, he walks away.

Deke parks, gets out, negotiates his way through the front yard -- past a '72 Chevy up on blocks -- and to the door of a house. He KNOCKS and waits. KNOCKS again. He walks to... THE SIDE OF THE HOUSE, to a rickety fence, and peers over. A WOMAN, 45, on her hands and knees, digging in a 7' by 7' garden full of dead and dying tomatoes.DEKE leans against the fence.This takes him back a bit. She doesn't even look up, just keeps working. Finally she plucks a golf ball-sized spotted tomato, and holds it in her hand, examining it.She tosses the worthless tomato aside.Bring me up to date? She's five years dead and buried.Mrs. Roberts stares at Deke and shakes her head.She wipes a tear, an angry look on her face.Deke is dumbfounded. He starts to mumble something, then finds his shoes with his eyes. She stares at him hard.And she goes back to work. Deke stands for a moment, then slowly walks away. After he's gone, she breaks down sobbing.

Tell me, Detective. I water, I shade, I spray, and still they die. Why do they die?

It is at rest. I'm at rest. Poor Mary, she's at rest. Five years of peace and quiet. Five years with no tears, no worries about where she is, if she's okay, if she's even alive. She's dead, she doesn't hurt anymore, and I've only got to drive three miles to sit and talk to her. We never talked much before she...

Five years since I've cried over her. God knows I wept when it happened, but He also knows I stopped a day later. God gave me peace, Detective. Ask Him. He'll give it to you.

Where Deke sits in the passenger side. He's staring at Sparma's apartment.Baxter holds up a box of Taco Bell.And how long's your shift?Deke looks at Baxter, seeing himself in the younger man's eyes. The mantle has passed.

Sparma exits, walks down the street, buys a Sunday paper from a newspaper machine, and sits down on a bus bench.

Sparma stands with another person -- Waiting for... A BUS pulls up. Sparma gets in.

Baxter shakes his head and starts his car.Slow traffic. THE BUS inches forward. A few cars back, DEKE AND BAXTER sit and wait, stuck in the same traffic. "I WILL FOLLOW HIM" by Little Peggy March comes on the radio. Deke smiles at the irony.

The game is wearing very thin.Deke smiles, a bit surprised by Baxter's strong language.SPARMA starts a lazy walk up the block.

They park, side-view mirror covering the entrance.week without the good stuff. What do you do? Do you take a bus to a strip joint in the Valley? Sure, you get to look at naked women, but the closest you get to blood is the color their fingernails.

A bus stops at a corner and Sparma gets off. He stretches his arms and walks AROUND THE CORNER to his apartment stairwell. After a few seconds, the blue light of the TV comes on.

Baxter, parked, bangs the dashboard in frustration.Baxter calms only a little, his eyes on fire.Baxter sighs, looks up at a streetlight.Go home. I'll put him to bed.OMITTED

And again they sit and wait. Deke shakes his watch. Not working. He looks up, spots... DOWN THE STREET -- A 24-hour MINI-MART.Deke gets out and walks away. Baxter stares at... SPARMA'S WINDOW -- still coated in television blue -- Baxter, a bundle of nerves, sits. Then we hear a phone RING. Baxter looks down the street at the pay phone on the corner. Baxter makes a decision, gets out of the car. RING. RING. He arrives, picks it up --Only the sound of a LOUD TV coming through the receiver.Baxter's eyes find the poster of Ronda Rathbun, still taped to the kiosk. Then, he feels eyes on him and spins to see... Sparma, standing five feet away, smiling.Then, in a flash, Baxter is all over Sparma -- throws him \* against a wall, frisks him for a weapon. \*Baxter takes away the knife. \*Baxter turns him around. \*Baxter shows photo of Ronda Rathbun again. \*Sparma just smiles.Baxter slams Sparma against the wall. \* Okay, okay, you win. I'll take \* you to her. Come on. \* And he walks away. Baxter hesitates, then follows a few steps behind Sparma as they walk toward the carport. OMITTED

You don't wanna rough me up; you \* wanna kill me don't ya? Trust me, \* ya don't have it in you. \*

DEKE watches them play, then tosses a coffee, the watch battery, and a bill on the counter. DING. DING. DING.

IN THE CORNER -- The game ends. An amplified, sinister, deep DRACONIC VIDEO VOICE announces...

Sparma gets in his car, starts it, and backs up alongside Baxter. They look at each other for a moment, then Sparma rolls down the window --Baxter hesitates, checks the street for any sign of Deke.Sparma whistles a few bars of "FINAL JEOPARDY" THEME MUSIC as Baxter hesitates. Then...Baxter takes one last look down the street and gets in.Deke looks up, spots... SPARMA'S CAR exit the alley, with Baxter in the passenger seat (they don't see Deke). He drops the coffee and runs toward Baxter's car.

Silence as Sparma moves through light traffic, looking over at Baxter every so often.

Deke's eyes dance all over the place looking for... Far ahead. In the distance -- SPARMA'S CAR enters the freeway.

Baxter keeps one eye on Sparma, the other on their journey. Sparma puts on his blinker and crosses lanes of traffic.

Sparma, enjoying this, can't take his eyes off Baxter.Deke. Determined to catch up. We hear WHISPERS, but we can't make out what the voices are saying.

Sparma puts on his blinker. THE HIGHWAY SIGN -- 14 EXIT -- moving right over them.

Deke spots the I-5 freeway and blasts onto it. He steps on the gas and realizes he has a decision to make when he sees -- the highway splits 3 ways, the 14 on the right.

Deke slows down and comes to a stop on the overpass shoulder. Then he jumps out and climbs on the roof of the car.

Sparma changes lanes, exiting the 14 freeway and making an immediate right, heading toward the dark stillness of the Antelope valley. Their headlights beat a path down a gravel road, sending the occasional roadrunner fleeing for cover. Driving along 14 -- Eyes everywhere. Deke spots -- far in the distance -- a single pair of headlights beating a dusty path through the darkness.

Sparma's car slows and turns onto a dirt road blocked by a locked, swinging gate and cattle guard.

Sparma holds up a single key, hands it to Baxter. Baxter mulls it over, gets out, unlocks, and swings open the gate. Sparma drives through, past Baxter's grim stare, and stops.

Baxter swings the gate closed. He hangs the lock on it and gets back in the car. WE HOLD as the car drives on, on, on into the dark. Then several hundred yards away, it stops and the brake and headlights die, leaving only the darkness.

Sparma's car sits, engine still thumping as it cools in the night air. Sparma steps out and leans on the hood. Baxter gets out, stands by the door.Baxter hesitates, then starts walking into the moonlit pasture. After 20 or so yards he veers left. Chilly. Baxter, not understanding, turns and looks at Sparma.Baxter keeps walking left.Baxter sighs and walks right. Baxter continues to walk \* slowly, deliberately... \*... and say... 'Hello, Ronda.'BAXTER'S EYES slowly lift and he stares at the smiling Sparma, who chuckles then goes to the trunk, opens it, grabs a military shovel, and walks toward Baxter. Baxter quietly unbuckles his holster strap.He tosses the shovel to... Baxter, who grabs it midair without blinking. He holds it, looks at it, casts his eyes on the ground, then tosses the shovel back, pulls out his gun, and points it at Sparma.don't have it in you. Sparma hands the shovel to Baxter, who grimaces, slowly \* re-holsters his weapon, and starts to dig.

Baxter digs, digs, digs. He stops for a second, takes off his jacket, tosses it aside, and goes back to work. THE HOLE -- a couple of feet deep and growing. SPARMA leans in for a closer look.Baxter stops digging, glares at Sparma, who walks 10 or so feet away. He spits on the ground.Sparma shrugs an "up to you."then begins digging anew.

Deke mutters a curse as the gravel road essentially ends. Blocking the road is a huge piece of farm equipment.It is at rest.DEKE throws the car in reverse.

Baxter, sweating, continues to dig. Sparma watches with mock fascination as each spade of dirt is removed. Sparma's smile drops and he shakes his head.Baxter stops and stares at Sparma, who shakes his head and walks a few more yards away.Then he cups his ear and leans down --He picks up a stick and makes a grand gesture of drawing an X in the dirt. Then he squats like a coach and waits.Sparma motions "come on" with one finger.Baxter's hatred shows in his eyes. I can tell from your face that you don't; that you think I did all those horrible things to those girls. The ones you've found... and the ones you haven't. Well, what you think is out of my control. If you believe me, we can get in the car and drive home. If you don't... And he points once again to the spot of dirt. Baxter's face tells us he's about to crack. He spits and stares at the "X."Baxter just stares down at Sparma.Baxter's face hardens, his squinting eyes shooting darts. Sparma's smile drops and he stares back. A face-off.Baxter takes this in with a scowl.beautiful daughters when you can't even begin to help one of those poor girls or their families? You're insignificant. You don't matter. This will go on and on and on. Sparma grins lasciviously, then starts to chuckle. And the chuckle turns into a loud, resounding CACKLE.Baxter, in an instant rage, suddenly no longer a cop but an outraged father, grabs the shovel like a bat and... BRUTALLY WHACKS Sparma's head. The CACKLE stops on a dime and the next and only sound we hear is the THUD of Sparma's body hitting the ground, echoing in the still night air.

As Deke retraces the gravel road, he stops at... THE GATE AND CATTLE GUARD. He pulls onto the road, nudges the front bumper against the fence... and it swings open.

The headlights move along the swirling dust. Deke spots -- in the distance, SPARMA'S CAR. CUT TO:

Deke freezes as he hears more RUSTLING. Then he COCKS his revolver and continues forward. One foot in front of the other, eyes never blinking, a coiled spring. He uses the flashlight to avoid a branch and -- A GUTTURAL HUMAN SOUND -- releases Deke's spring. He fires into the dark and spins the flashlight to see what's gone down. MARY ROBERTS, on her knees, partially nude, bleeding from stab wounds. She glances at the fresh bullet wound in her chest then up at Deke, a puzzled look on her face. She holds out her arms to him and falls, face first, on the ground. Deke is frozen. A lifetime crystallized in a single, defining moment. CUT TO:

The car comes to a stop. Deke stares straight ahead into the darkness. CUT TO:

Farris, on the run, having heard the gunshot, pushes past brush then stops dead in his tracks. Sal, not far behind, freezes when he sees...Deke, kneeling over the body of Mary Roberts.CUT TO:

Deke, still staring. He closes his eyes, hoping the sight before him will go away. It won't. He opens them and stares at...His face...

CLOSEUP -- BAXTER, in shock. He leans against the hood of the car and stares, numb. The two have become one.Baxter gives Deke a look of pure fear.Deke's proposal hits Baxter, who just stares.Baxter is too shocked to nod.

DEKE rolls Sparma's body over and fishes in his pocket for his keys. The guy is deader than dead.

Deke drives it along the freeway, his mind racing. The door opens and Deke enters. He gives himself a second to think then... SERIES OF QUICK CUTS 1) Deke, hands in plastic gloves, puts trash bags in \* different spots. \* 2) On the easy chair. Over the projector. On top of \* the stack of tapes. On the kitchen counter. \* 3) Slides trash bags across the bed. \* 4) Deke takes the clothes out of the closet. \* ANOTHER ANGLEHe kneels, opens the floorboard and stares into the hole. THE LOCKBOX still sits there. DEKE pulls it out, opens it, staring for several seconds at contents we can't see. Then he sets it aside.

HE'S put this off till last. Deke slowly rises, walks over and, with one foot, he rolls it aside.

Somewhat industrial area. A group of tough-looking Latinos sit on cars, smoking and talking. This is their jurisdiction. DEKE drives past them and parks Sparma's car alongside the curb and gets out. The toughs stop talking and stare as he walks toward them. When he's close, Deke tosses the car keys to one of the toughs and walks into the night.

Deke drives, focused but dead tired -- a long night behind him, but miles to go before he sleeps. The back end of the Bronco is filled with trash bags.

Deke peers ahead, driving back to the mess he left only a few hours ago. Then he slows and brings the Bronco to a stop. The look on his face says what he's looking at is something he wishes he didn't have to see. He rubs his tired face with one dirty hand, looks up again. Still the same.

The bloody, still very dead face of Albert Sparma -- in the same position as we left him. In the b.g. we hear DIGGING NOISES. WE BOOM UP to reveal... the first two holes Baxter dug... three more holes... And finally, from a view HIGH ABOVE we see... A FIELD OF HOLES, at least 20 of them. Baxter, shirt off, still digging, searching...

Deke tosses dirt on a pile. A grave. He wipes his brow and takes one last look at the field. All holes filled.

Baxter, stupefied, sits shotgun, staring blankly. DEKE walks to the Bronco, tosses the shovel in the back. (mumbling) He was our boy, right, Joe? I think he was our boy... And then he starts to cry. Deke watches a few seconds, then pulls Baxter out, jacking him up against the truck.It's all too much for Baxter to comprehend.Baxter, still numb, offers a slight nod. Deke pats his cheek.The irony of the phrase gives Baxter pause. He looks up into Deke's eyes with a mixture of hatred and trust.

Empty. He left in a hurry. The Manager steps in, looks around and shakes his head. Deke's Salvation Army clothes are on the floor. He also sees -- A PILE OF TRASH... the photos of Paige Callahan, Tamera Ewing, and Mary Roberts.The Manager bends over, picks up -- a grisly crime scene shot -- and tosses it, a look of grim displeasure on his face.Near Deke's thrift shop clothes sit the unforgettable boots.

As Deke, in his sheriff's uniform, leaves Los Angeles far, far behind, the radio station's last LOVE SONG plays.There's a long pause -- DEAD AIR on the radio. And then...Deke's eyes gaze at... the WHITE CAHUENGA PASS CROSS, perched high above him. reaches down, and turns off the radio.

And that brings to an end the world as we know it. Thanks for listening for all these many years... It's 12 o'clock.

It's noon, El-Lay. This is Bobby Saunders and I'm sayin' welcome to the new KKNG, the king of talk radio, where what you have to say matters.

GREG ALBERTS, 45, handsome, an FBI behavioral specialist, addresses the Homicide unit in front of a large blackboard. On the chalkboard is a profile list of traits.CUT TO:

... A white male between the ages of 25 and 40. He is of above average intelligence; socially competent; works as a skilled laborer; probably firstborn or an only child; follows the crimes in the media...

I think it's safe to say we're at square one on this operation. One thing I can promise you... we'll get the bastard.

Sparma's car, sans wheels and seats, sits up on blocks. When night falls, the vultures will come back and pick the bones.CUT TO:

... has a propensity for changing jobs; picking up, leaving at a moment's notice.

Captain Farris is at the microphone. Behind him stand Alberts and Rogers.Rogers takes a tiny step forward and nods.

What will Detective Baxter's role be in the revamped investigation?

Ana stands at the kitchen window and looks out at... THE GIRLS playing in the pool. BAXTER sits nearby, staring into space. The doorbell RINGS. Ana walks to the door, opens it. There stands Sal, holding a package envelope. Hey, Ana.Ana just looks at him. What can she say?He hands her the envelope. She takes it, stares at it.

Baxter sits in a pool chair under a table umbrella, staring at his daughters playing in the pool. The girls stop splashing for a moment and stare at their father, very aware of his uncomfortable state.CUT TO: VIDEO FOOTAGE

Ana kisses Baxter and sets the envelope on the table.Baxter doesn't even look at her.envelope on the table, then slowly reaches over and slides it across. He quietly opens it and pulls out the contents... A NOTE. It reads: NO ANGELS. BAXTER sets the note down and turns the envelope upside down. Out falls A SMALL OBJECT. Baxter takes it and stares at...

BAXTER grips the barrette like it's a St. Christopher and looks once again at his beautiful daughters in his beautiful pool in his beautiful yard.

Deke takes the last trash bag to a 55-gallon drum fire and dumps it in. The flames engulf it. Deke returns to the Bronco, reaches in, and grabs the lockbox. He opens it again, hoping for a different result but... It's still VERY EMPTY. CUT TO:

After hours. The place is empty. FLO DUNIGAN is performing a hush-hush autopsy. In a chair, emotionally drained, sits DEKE, eyeing the floor. Behind him stands Farris, wearing a grimace -- Flo uses a large set of tweezers to dig into the subject's chest. She fishes for, extracts, and holds up... A bullet, flattened. The one that ended up on Flo's keychain. The three share a look -- a shattering, hideous moment that defines them forever. Flo sighs and looks to Deke.Chances are she woulda died anyway, Deke. Deke slowly turns to Farris. The two men stare at one another, then Farris, hating himself, nods and walks out of the room. Flo drops the bullet in a metal pan and she, too, walks away. Deke just sits, staring at the body of Mary Roberts. He doesn't even flinch when... her head slowly turns toward him... and she smiles, ever so slightly.

The fire still blazes. Deke walks to the front passenger door of his Bronco, opens it, takes out a small grocery sack, reaches in, and pulls out... A CARDBOARD BARRETTE PACKAGE -- price tag still on -- several barrettes pinned to cardboard backing. One missing. The red one. He tosses it into the flame, then senses someone coming... Over the ridge -- THE CUR DOG -- returning home. The mutt wanders up next to his leg and Deke obliges with a boot back scratch. THE FLAMES engulf Sparma's belongings. All of them. And the barrettes, too. ANGLE HIGH ABOVE Deke walks into the house, followed by his sometimes pet. ... as... WE HEAR a BOBWHITE'S LONELY CALL split the desert air...THIS SCRIPT WAS PREPARED BY WARNER BROS. PICTURES SCRIPT PROCESSING DEPARTMENT

A feather floats through the air . The falling feather . A city , Savannah , is revealed in the background . The feather floats down toward the city below . The feather drops down toward the street below , as people walk past and cars drive by , and nearly lands on a man 's shoulder . He walks across the street , causing the feather to be whisked back on its journey . The feather floats above a stopped car . The car drives off right as the feather floats down toward the street . The feather floats under a passing car , then is sent flying back up in the air . A MAN sits on a bus bench . The feather floats above the ground and finally lands on the man 's mudsoaked shoe . The man reached down and picks up the feather . His name is FORREST GUMP . He looks at the feather oddly , moves aside a box of chocolates from an old suitcase , then opens the case . Inside the old suitcase are an assortment of clothes , a pingpong paddle , toothpaste and other personal items . Forrest pulls out a book titled `` Curious George , '' then places the feather inside the book . Forrest closes the suitcase . Something in his eyes reveals that Forrest may not be all there . Forrest looks right as the sound of an arriving bus is heard . A bus pulls up . Forrest remains on the bus bench as the bus continues on . A BLACK WOMAN in a nurse 's outfit steps up and sits down at the bus bench next to Forrest . The nurse begins to read a magazine as Forrest looks at her .He opens a box of chocolates and holds it out for the nurse .The nurse shakes her head , a bit apprehensive about this strange man next to her .Forrest eats a chocolate as he looks down at the nurse 's shoes .The black woman stares at Forrest as he looks down at his own shoes .Forrest closes his eyes tightly .

I could eat about a million and a half of these. My momma always said, `` Life was like a box of chocolates. You never know what you're gon na get.''

Those must be comfortable shoes. I'll bet you could walk all day in shoes like that and not feel a thing. I wish I had shoes like that.

Momma always says there's an awful lot you could tell about a person by their shoes. Where they're going. Where they've been.

I've worn lots of shoes. I bet if I think about it real hard I could remember my first pair of shoes.

Now, when I was a baby, Momma named me after the great Civil War hero, General Nathan Bedford Forrest.

She said we was related to him in some way. And, what he did was, he started up this club called the Ku Klux Klan. They'd all dress up in their robes and their bedsheets and act like a bunch of ghosts or spooks or something. They'd even put bedsheets on their horses and ride around. And anyway, that's how I got my name. Forrest Gump.

Momma said that the Forrest part was to remind me that sometimes we all do things that, well, just do n't make no sense.

Momma always had a way of explaining things so I could understand them.

We lived about a quarter mile of Route 17, about a half mile from the town of Greenbow, Alabama. That's in the county of Greenbow. Our house had been in Momma's family since her grandpa's grandpa's grandpa had come across the ocean about a thousand years ago. Something like that.

Since it was just me and Momma and we had all these empty rooms, Momma decided to let those rooms out. Mostly to people passing through. Like from, oh, Mobile, Montgomery, place like that. That's how me and Mommy got money. Mommy was a real smart lady.

She wanted me to have the finest education, so she took me to the Greenbow County Central School. I met the principal and all.

But we did n't mind. Our house was never empty. There was always folks comin' and goin'.

Sometimes we had so many people stayin' with us that every room was filled with travelers. You know, folks livin' out of their suitcases, and hat cases, and sample cases.

One time a young man was staying with us, and he had him a guitar case.

I started moving around to the music, swinging my hips. This one night me and Momma.

was out shoppin', and we walked right by Benson's Furniture and Appliance store, and guess what.

Some years later, that handsome young man who they called `` The King,'' well, he sung too many songs, had himself a heart attack or something.

Must be hard being a king. You know, it's funny how you remember some things, but some things you ca n't.

You know, it's funny what a young man recollects.'Cause I do n't remember being born.

I, I. do n't recall what I got for my first Christmas and I do n't know when I went on my first outdoor picnic. But, I do remember the first time I heard the sweetiest voice.

I had never seen anything so beautiful in my life. She was like an angel.

I just sat next to her on that bus and had conversation all the way to school.

My momma said my back's crooked like a question mark. These are going to make me as straight as an arrow. They're my magic shoes.

And next to Momma, no one ever talked to me or asked me questions.

From that day on, we was always together. Jenny and me was like peas and carrots.

Now, my Momma always told me that miracles happen every day. Some people do n't think so, but they do.

Now remember how I told you that Jenny never seemed to want to go home? Well, she lived in a house that was as old as Alabama. Her Momma had gone up to heaven when she was five and her daddy was some kind of a farmer.

He was a very lovin' man. He was always kissing and touchin' her and her sisters. And then this one time, Jenny was n't on the bus to go to school.

he had the police say Jenny did n't have to stay in that house no more. She went to live with her grandma just over on Creekmore Avenue, which made me happy'cause she was so close.

Some nights, Jenny'd sneak out and come over to my house, just'cause she said she was scared. Scared of what, I do n't know.

but I think it was her grandma's dog. He was a mean dog. Anyway, Jenny and me was best friends.

Now, it used to be, I ran to get where I was goin'. I never thought it would take me anywhere.

Coons? When raccoons try to get on our back porch, Momma just chase'em off with a broom.

A few years later, that angry little man at the schoolhouse door thought it would be a good idea, and ran for President.

Did you go to a girls' college, or to a girls' and boys' together college?

'Cause Jenny went to a college I could n't go to. It was a college just for girls.

I brought you some chocolates. I'm sorry. I'll go back to my college now.

They even put me on a thing called the All - America Team where you get to meet the President of the United States.

Now, the real good thing about meeting the President of the United States is the food.

They put you in this little room with just about anything you'd want to eat or drink. And since number one, I was n't hungry, but thirsty.

and number two, they was free, I musta drank me about fifteen Dr. Peppers.

Sometime later, for no particular reason, somebody shot that nice young President when he was ridin' in his car.

somebody shot his little brother, too, only he was in a hotel kitchen.

Now can you believe it? After only five years of playing football, I got a college degree.

seeing how it was my induction day and I was already gettin' yelled at.

So Bubba was from Bayou La Batre, Alabama, and his momma cooked shrimp.

And her momma before her momma cooked shrimp, too. Bubba's family knew everything.

Now, for some reason, I fit in the Army like one of them round pegs. It's not really hard. You just make your bed real neat and remember to stand up straight.

We'd lay there in our bunks, and I'd miss my momma. And I'd miss Jenny.

Turns out, Jenny had gotten into some trouble over. some photos of her in her college sweater. And she was thrown out of school.

But that was n't a bad thing. Because a man who owns a theater in Memphis, Tennessee, saw those photo and offered Jenny a job singing in a show. The first chance I got, I took the bus up to Memphis to see her perform in that show.

So bye - bye, Jenny. They sendin' me to Vietnam. It's this whole other country.

Now, they told us that Vietnam was gon na be very different from the United Sates of America.

Lt. Dan sure knew his stuff. I felt real lucky he was my lieutenant. He was from a long, great military tradition. Somebody in his family had fought and died in every single American war.

I got to see a lot of countryside. We would take these real long walks.

It was n't always fun. Lt. Dan always gettin' these funny feelings about a rock or a trail, or the road, so he'd tell you to get down, shut up!

Now, I do n't know much about anything, but I think some of American's best young men served in this war. There was Dallas, from Phoenix. Cleveland, he was from Detroit.

The good thing about Vietnam is there was always someplace to go.

One day it started raining, and it did n't quit for four months.

We been through every kind of rain there is. Little bitty stingin' rain.

And sometimes rain even seemed to come straight up from underneath.

I even wrote Jenny and told her all about it. I sent her letters. Not every day, but almost. I told her what I was doin' and asked her what she was doing, and I told her how I thought about her always.

And how I was looking forward to getting a letter from her just as soon as she had the time I'd always let her know that I was okay.

This one day, we was out walking, like always, and then, just like that, somebody turned off the rain and the sun come out.

I ran so far and so fast that pretty soon I was all by myself, which was a bad thing.

And on my way back to find Bubba, well, there was this boy laying on the ground.

I could n't just let him lay there all alone, scared the way he was, so I grabbed him up and run him out of there.

And every time I went back looking for Bubba, somebody else was saying, `` Help me, Forrest. Help me.''

If I'd a known this was gon na be the last time me and Bubba was gon na talk, I'd a thought of something better to say.

Bubba was my best good friend. And even I know that ai n't something you can find just around the corner. Bubba was gon na be a shrimpin' boat captain, but instead he died right there by that river in Vietnam.

Oh, yes sir. Bit me directly in the buttocks. They said it was a million dollar wound, but the Army must keep that money,'cause I still ai n't seen a nickel of that million dollars. The only good thing about being wounded in the buttocks.

is the ice cream. They gave me all the ice cream I could eat. And guess what. A good friend of mine was in the bed right next door.

Lieutenant Dan, I got you some ice cream. Lieutenant Dan, ice cream.

I played ping - pong even when I did n't have anyone to play ping - pong with.

The hospital's people said it made me look like a duck in water, whatever that means. Even Lieutenant Dan would come and watch me play.

After that, Momma went to the hotel to lay down, so I went out for a walk to see our national capital.

It's a good thing Momma was resting,'cause the street was awful crowded with people looking at all the statues and monuments. And some of them people were loud and pushy.

There was this man, giving a little talk. And for some reason, he was wearing an American flag for a shirt.

and he liked to say the `` F'' word. A lot. `` F'' this and `` F'' that. And every time.

he said `` F'' word, people, for some reason, well, they'd cheer.

Jenny and me were just peas and carrots again. She showed me around, and even introduced me.

And how she'd discovered ways to expand her mind and learn how to live in harmony.

which must be out west somewhere,'cause she made it all the way to California.

I was a very special night for the two of us. I did n't want it to end.

You know what I think? I think you should go home to Greenbow. Alabama!

I thought I was going back to Vietnam, but instead, they decided the best way for me to fight communists was to play ping - pong. So I was in the Special Services, traveling around the country cheering up all them wounded veterans and showing them how to play.

the Army decided I should be on the All - American Ping - Pong Team. We were the first Americans to visit the land of China in like a million years or something like that, and somebody said that world peace was in our hands. But all I did was play ping - pong. When I got home.

Some years later, that nice young man from England was on his way home to see his little boy and was signing some autographs. For no particular reason at all, somebody shot him.

Lieutenant Dan said he was living in a hotel. And because he did n't have no legs, he spent most of his time exercising his arms.

I got ta buy me one of them shrimpin' boats as soon as I have some money. I made me a promise to Bubba in Vietnam, that as soon as the war was over, we'd go in partners. He'd be the captain of the shrimpin' boat and I'd be his first mate. But now that he's dead, that means that I got ta be the captain.

It's funny, but in the middle of all that fun, I began to think about Jenny.

Wondering how she was spending her New Year's night out in California.

I'm sorry I ruined your New Year's Eve party, Lieutenant Dan. She tastes like cigarettes.

I guess Lieutenant Dan figured there's some things you just ca n't change. He did n't want to be called crippled, just like I did n't want to be called stupid.

a few months later they invited me and the ping - pong team to visit the White House. So I went again. And I met the President of the United States again.

Yeah, sir, you might want to send a maintenance man over to that office across the way. The lights are off, and they must be looking for the fuse box or something,'cause them flashlights they're, they're keeping me awake.

And just like that, my service in the United States Army was over. So I went home.

Now, when I got home, I had no idea that Momma had had all sorts of visitors.

I did n't stay home for long, because I'd made a promise to Bubba. And I always try to keep my promise. So I went on down to Bayou La Batre to meet Bubba's family and make their introduction.

Hey, Bubba, it's me, Forrest Gump. I remember everything you said, and I got it all figured out.

I'm taking the twenty - four thousand, five hundred and six - two dollars and forty - seven cents that I got.

well, that's left after a new hair cut and a new suit and I took Momma out to real fancy dinner and I bought a bus ticket and three Doctor Peppers.

Well, that's what's left after me saying, `` When I was in China on the All - America Ping - Pong Team, I just loved playing ping - pong with my Flex - O - Ping - Pong Paddle.'' Which everybody knows it is n't true, but Momma says it's just a little white lie so it would n't hurt nobody. So, anyway, I'm putting all that on gas, ropes and new nets and a brand - new shrimpin' boat.

Now, Bubba had told me everything he knows about shrimpin', but you know what I found out? Shrimpin' is tough.

I'd never named a boat before, but there was only one I could think of.

But I thought about her a lot. And I hoped that whatever she was doing made her happy.

Sometimes Lieutenant Dan came, too. Though I think he left the praying up to me.

It's funny Lieutenant Dan said that,'cause right then, God showed up.

And since people still needed them shrimps for shrimp cocktails and barbecues and all.

and we were the only boat left standing `` Bubba - Gump'' shrimp's what they got. We got a whole bunch of boats. Twelve Jenny's, a big ol' warehouse, we even have hats that says `` Bubba - Gump'' on'em. `` Bubba - Gump Shrimp.'' It's a household name.

He never actually said so, but I think he made his peace with God.

She had got the cancer and died on a Tuesday. I bought her a new hat with little flowers on it.

Now, because I had been a football star, and a war hero, and a national celebrity, and a shrimpin' boat captain, and a college graduate, the city of fathers of Greenbow, Alabama, decided to get together and offered me a fine job.

Though he did take care of my Bubba - Gump money. He got me invested in some kind of fruit company. And so then I got a call from him saying we do n't have to worry about money no more.

Now, Momma said there's only so much fortune a man really needs.

and the rest is just for showing off. So, I gave a whole bunch of it to the Four Square Gospel Church.

And I gave a whole bunch to the Bayou La Batre Fishing Hospital.

And even though Bubba was dead, and Lieutenant Dan said I was nuts. I gave Bubba's mommy Bubba's share.

And'cause I was godzillionaire and I liked doing it so much. I cut that grass for free.

But at nighttime, when there was nothing to do and the house was all empty, I'd always think of Jenny.

Maybe it was because she had nowhere else to go. Or maybe it was because she was so tired, because she went to bed and slept and slept like she had n't slept in years. It was wonderful having her home.

Every day we'd take a walk, and I'd jabber on like a monkey in a tree. And she'd listen about ping - pong and shrimpin' boats and Momma makin' a trip to heaven. I did all the talkin'. Jenny most of the time was real quiet.

I never really knew why she came back, but I did n't care. It was like olden times. We was like peas and carrots again.

Every day I'd pick pretty flowers and put them in her room for her.

And she gave me the best gift anyone could ever get in the wide world.

And she even showed me how to dance. And, well, we was like family. Jenny and me.

Why do n't you love me, Jenny? I'm not a smart man, but I know what love is.

That day, for no particular reason, I decided to go for a little run.

So I ran to the end of the road, and when I got there, I thought maybe I'd run to the end of town.

I thought maybe I'd just run across Greenbow County. And I figured since I run this far, maybe I'd just run across the great.

state of Alabama. And that's what I did I ran clear across Alabama.

For no particular reason, I just kept on going. I ran clear to the ocean.

And when I got there, I figured since I'd gone this far, I might as well turn around, just keep on going.

When I got to another ocean, I figured since I've gone this far, I might as well just turn back, keep right on going.

I'd think a lot about Momma and Bubba, and Lieutenant Dan, but most of all, I thought about Jenny. I thought about her a lot.

They just could n't believe that somebody would do all that running for no particular reason.

Now, for some reason what I was doing seemed to make sense to people.

it gave people hope. Now. Now, I do n't know anything about that, but.

And some years later I heard that fella did come up with a bumper sticker slogan.

Another time I was running along, somebody who had lost all his money in the T - shirt business, and he wanted to put my face on a T - shirt, but he could n't draw that well and he did n't have a camera.

And some years later I found out that that man did come up with a idea for a T - shirt and he made a lot of money off of it.

Anyway, like I was saying, I had a lot of company. My Momma always said you got to put the past behind you before you can move on. And I think that's what my running was all about. I had run for three years, two months, fourteen days, and sixteen hours.

And just like that, my running days was over. So, I went home to Alabama.

wondering if I could come down to Savannah to see her, and that's what I'm doing here. She saw me on TV, running, I'm supposed to go on the Number Nine bus to Richmond Street and get off and go one block left to 1 - 9 - 4 - 7 Henry Street, Apartment 4.

He's the most beautiful thing I've ever seen. But. is, is he smart, or is he.

You could come home with me. Jenny, you and little Forrest could come stay at my house in Greenbow. I'll take care of you if you're sick.

Sometimes it would stop raining long enough for the stars to come out. And then it was nice. It was like just before the sun goes to bed down on the bayou.

There was over a million sparkles on the water. Like that mountain lake.

It was so clear, Jenny. It looks like there were two skies, one on top of the other. And then in the desert, when the sun comes up.

I could n't tell where heavens stopped and the earth began. It was so beautiful.

About to start school again soon. I make his breakfast, lunch, and dinner.

every day. I make sure he combs his hair and brushes his teeth every day. Teaching him how to play ping pong.

And every night, we read a book. He's so smart, Jenny. You'd be so proud of him. I am. He, uh, wrote a letter, and he says I ca n't read it. I'm not supposed to, so I'll just leave it here for you.

Jenny, I do n't know if Momma was right or if, if it's Lieutenant Dan. I do n't know if we each have a destiny, or if we're all just floating around accidental - like on a breeze, but I, I think maybe it's both. Maybe both is happening at the same time. I miss you, Jenny. If there's anything you need, I wo n't be far away.

A little boy closes his eyes tightly . It is young Forrest as he sits in a doctor 's office .Forrest has been fitted with orthopedic shoes and metal leg braces .The doctor sets Forrest down on its feet . Forrest walks around stiffly . Forrest 's mother , MRS. GUMP , watches him as he clanks around the room awkwardly .Forrest walks foreground past the doctor and Mrs. Gump .A loud thud is heard as , outside , Forrest falls .

All right, Forrest, you can open your eyes now. Let's take a little walk around.

How do those feel? His legs are strong, Mrs. Gump. As strong as I've ever seen. But his back is as crooked as a politician.

But we're gon na straighten him right up now, wo n't we, Forrest?

Oooh. All right. What are you all staring at? Have n't you ever seen a little boy with braces on his legs before?

Do n't ever let anybody tell you they're better than you, Forrest. If God intended everybody to be the same, he'd have given us all braces on our legs.

Remember what I told you, Forrest. You're no different than anybody else is.

Did you hear what I said, Forrest? You're the same as everybody else. You are no different.

What does normal mean, anyway? He might be a bit on the slow side, but my boy Forrest is going to get the same opportunities as everyone else. He's not going to some special school to learn to how to re - tread tires. We're talking about five little points here. There must be something can be done.

Finally, he had to try it. It looked easy, but, oh, what happened. First there.

Vacation's when you go somewhere, and you do n't ever come back.

Gentlemen, would you care to join us for supper? Hurry up and get it before the flies do. I prefer you do n't smoke that cigar so close to mealtime.

We've had all sorts of visitors, Forrest. Everybody wants you to use their ping - pong stuff. One man even left a check for twenty - five thousand dollars if you'd be agreeable to saying you like using their paddle.

I know that. I know that. But it's twenty - five thousand dollars, Forrest. I thought maybe you could hold it for a while, see if it grows on you. Oh, you look good, Forrest. You look real good.

It's my time. It's just my time. Oh, now, do n't you be afraid, sweetheart. Death is just a part of life. It's something we're all destined to do. I did n't know it, but I was destined to be your momma. I did the best I could.

Well, I happened to believe you make your own destiny. You have to do the best with what God gave you.

You're gon na have to figure that out for yourself. Life is a box of chocolates, Forrest. You never know what you're gon na get.

Mrs. Gump and young Forrest walk across the street . Forrest walks stiffly next to his mother .

A black and white photo of General Nathan Bedford Forrest . The photo turns into live action as the General dons a hooded sheet over his head . The General is in full Ku Klux Klan garb , including his horse . The General rides off , followed by a large group of Klan members dressed in full uniform .

Mrs. Gump and Forrest walk across the street .Forrest stops suddenly as his brace gets stuck . Forrest 's brace is caught in a gutter grate . Mrs. Gump bends down and tries to free Forrest . Two old cronies sit in front of a barber shop and watch .Mrs. Gump struggles to pull the stuck brace from the grate .Forrest pulls his foot out of the grate .Mrs. Gump helps Forrest up onto the sidewalk . She looks up and notices the two old man .Mrs. Gump and Forrest walk along the sidewalk past the two old men . Mrs. Gump holds tightly onto Forrest 's hand .

Mrs. Gump and Forrest walk along a dirt road . A row of mailboxes stands left .Mrs. Gump and Forrest walk along the Gump Boarding House driveway .Mrs. Gump heads Forrest to the porch . She bends down to look Forrest in the eye .

Your boy's. different, Mrs. Gump. Now, his I.Q. is seventy - five.

Forrest is right here. The state requires a minimum I.Q. of eighty to attend public school, Mrs. Gump. He's gon na have to go to a special school. Now, he'll be just fine.

We're a progressive school system. We do n't want to see anybody left behind.

Well, your momma sure does care about your schooling, son. Mm - mm - mm.

Forrest sits outside the principal 's office and waits .The principal stands in front of Mrs. Gump . Forrest , sitting left , listens .The principal holds up a chart with a designations according to I.Q. and points to the center of the graph , labeled `` Normal . '' A red line below the normal area is labeled `` State Acceptance . '' The principal points to the section below the acceptance line labeled `` Below . ''

Forrest sits on a swing outside the house . Loud organic male grunts are heard coming from inside the house . Forrest sits on the swing as the grunts continue . The principal steps out of the Gump House and wipes the sweat from his face . Forrest is sitting on the porch .The principal wipes the sweat from his neck , then looks back at Forrest .Forrest grunts , imitating him . The principal , embarrassed , turns and walks away .

Mrs. Gump reads from the book `` Curious George '' as Forrest sits on the bed and listens .Forrest lies down on his bed and looks up .

A cab driver closes the trunk of the car as two women walk toward the house . A milkman steps down from the porch .

Mrs. Gump steps forward and speaks to all the boarders .A MAN WITH A CANE steps left across the hall .Mrs. Gump looks into a sitting room and informs the boarders about dinner .Mrs. Gump walks up the stairs .Mrs. Gump looks into Forrest 's room . She hears singing coming from another room and walks over to a closed door . Mrs. Gump opens the door , revealing a young man with long sideburns as he plays the guitar and sings . Forrest holds onto a broom and dances oddly . The young man is ELVIS PRESLEY .Forrest 's legs rock back and forth to the guitar .Mrs. Gump leaves and closes the door . Elvis sits back down . Forrest stands left , and looks himself in a mirror .Forrest begins to dance again as Elvis plays the guitar and sings .Forrest dances as he watches himself in the mirror .Forrest rocks up and down on his braced legs , then begins to step .

`` Well, you ai n't never caught a rabbit, and you ai n't no friend of mine.''

Oh, no, that's all right, ma'am. I was just showin' him a thing or two on the guitar here.

Say, man, show me that crazy little walk you just did there. Slow it down some.

`` Well, you ai n't never caught a rabbit and you ai n't no friend of mine.''

Mrs. Gump and Forrest walk along a sidewalk . A television inside a store window reveals Elvis Presley as he performs `` Houng Dog '' on a stage .The television reveals Elvis as he thrusts his hips and sings .Mrs. Gump and Forrest watch the television . Elvis dances around in the same manner Forrest did . A woman in the audience screaming and applauding .Mrs. Gump walks away , pulling Forrest with her . Forrest stops and takes one last look . Elvis continues to perform over the television .

Forrest is still sitting on the bus bench . The black nurse looks at him .

Mrs. Gump and Forrest wait for the school bus . The bus pulls up as Mrs. Gump prepares Forrest for his first day of school .The bus driver opens the door and looks down . Forrest walks to the steps of the bus and looks at the bus driver . She is smoking a cigarette .The bus driver smiles as Forrest steps up into the bus .

Forrest steps up onto the bus . Mrs. Gump waves to Forrest as the bus drives away . Forrest begins to walk down the aisle . TWO YOUNG BOYS look up from the seat .Forrest looks around . A larger girl slides over so Forrest ca n't sit next to her . She shakes her head . Forrest looks to the other side where a boy sits alone on a larger seat . They boy glares up at Forrest .

Young Forrest is still standing in the aisle on the bus .Forrest looks back at JENNY CURRAN , a young girl about Forrest 's age .Forrest sits down next to Jenny .Jenny puts her hand out toward Forrest . Forrest reaches over and shakes her hand .

Dear God, make me a bird so I can fly far, far, far away from here. Dear God, make me a bird so I can fly far, far, far away from here.

Well, you'll always be you, just another kind of you. You know? I want to be famous.

I want to be a singer like Joan Baez. I just want to be an empty stage with my guitar, my voice. just me.

And I want to reach people on a personal level. I want to be able to say things, just one - to - one.

`` Yes, and how many seas must the white dove said, before she sleeps in the sand.''

`` Yes, how many times must the cannonballs fly before they're forever banned.''

`` The answer, my friend is blowing in the wind. The answer is blowing in.

Hey! Hey! Stupid jerk! I'm singing a song here. Polly, get out here!

You ca n't keep doing this, Forrest. You ca n't keep tryin' to rescue me all the time.

A lot of people try to grab me. Just - you ca n't keep doing this all the time!

You remember that time we prayed, Forrest? We prayed for God to turn me into a bird so I could fly far, far away?

Forrest, you stay away from me, okay? You just stay away from me, please.

Listen, you promise me something, okay? Just if you're ever in trouble, do n't try to be brave, you just run, okay? Just run away.

This is my good friend I told you about. This is Forrest Gump. Forrest, this is Wesley. Wesley and I live together in Berkeley, and he's the president of the Berkeley chapter of S.D.S.

That uniform is a trip, Forrest. You look handsome in it. You do.

Me too, Forrest. I have so much to tell you, you wo n't believe what's been going on.

`` Smile on your brother, everybody get together, try to love on another right now''

Hey, I kept, I kept a scrapbook of your, of your clippings and everything. There you are. This, I got your running.

There. Listen, Forrest. I do n't know how to say this. Um, I just. I want to apologize for anything that I ever did to you,'cause I was messed up for a long time, and.

Ah, listen, next week my schedule changes, so I'll be able to. but thanks for picking up.

Thanks. This is very good friend, Mr. Gump. Can you say hi to him?

Hey, Forrest, look at me. Look at me, Forrest. There's nothing you need to do, okay? You did n't do anything wrong. Okay?

I have some kind virus. And the doctors do n't, they do n't know what it is. And there is n't anything they can do about it.

Young Jenny and Forrest run toward a large oak tree .Jenny sits on a large branch and calls down to Forrest .Forrest dangles from the branch .Jenny and Forrest sit on a tree branch and read .Forrest hangs upside down from a branch and swings back and forth . Forrest 's braces are wedged in the tree .

The silhouete of the oak tree , Jenny and Forrest as they sit on a branch .Jenny puts her hand on Forrest 's hand .

Forrest nods as he remembers .Forrest continues talking to the black woman . She does n't seem to be listening as she reads her magazine . She looks up from her magazine .

Jenny and Forrest walk . A dirt clod hits Forrest in the back of the head . Jenny looks as Forrest rubs his head . THREE YOUNG BOYS get off their bikes and pick up more rocks .Forrest is hit in the eye with another dirt clod . Forrest falls backward onto the ground as the boys glare at him .Jenny helps Forrest back up . Boy # 1 and Boy # 2 throw more dirt clods at Forrest .Another dirt clod hits Forrest in the arm .Forrest tries to run along the road , but his braces makes it impossible . He hobbles along as Jenny yells after him .Boy # 1 and Boy # 2 turn back toward the bikes .The boys pick up their bikes and ride after Forrest .The boys ride after Forrest . Jenny stands and watches .Forrest hobbles along the dirt road .Forrest looks over his shoulder . The three boys race on their bikes .Forrest begins to run faster with his braces on . Forrest continues running as the boys chase him . Blood drips down from a cut on his head . The boys on the bikes are gaining on Forrest . Forrest hobbles along . He begins to gain speed .SLOW MOTION - Forrest runs from the chasing room . He looks over his shoulder in fear . The boys on the bikes peddle faster as they gain on Forrest , running . Forrest tries to run even faster to get away . Suddenly his braces shatter , sending steel and plastic flying into the air . Forrest runs and look down at his legs in surprise . Forrest continues to run faster as the metal braces and straps fly off his legs . Forrest runs free of his braces and begins to pick up speed . The chasing boys ride over the remains of Forrest 's braces .

The black woman continues to read her magazine . Forrest smiles as he remembers .

Forrest sprints away from the boys . The boys stop the chase and watch in disbelief . Forrest is already at the far end of the road , clear of the chasing boys .Boy # 1 throws his bike down in frustration . Forrest runs across a field .

Forrest runs past a chain gang in their prison uniforms . They are cutting at the weeds on the side of the road .

Forrest runs across the street . THE TWO OLD MEN sit in front of the barber shop .

Forrest runs down a driveway toward Jenny 's small house .Forrest knocks on Jenny 's door .Forrest look around the field at the left . He notices Jenny and runs toward her .Forrest runs to Jenny .Jenny grabs Forrest 's hand and runs into the field . Jenny 's DAD drunk , steps out onto the porch and shouts .Jenny 's dad steps out toward the field . Jenny leads Forrest into the thick tobacco field . Jenny 's dad runs through the field searching for Jenny with a liquor bottle in his hand .Jenny and Forrest run into a corn field as Jenny 's dad tries to chase her .Jenny drops to her knees and pulls Forrest down with her .

A police officer escorts Jenny to her grandmother 's trailer . Jenny 's grandmother meets Jenny outside and leads her toward the trailer .

Jenny climbs over a second - floor railing and enters the house .

Forrest and Jenny are teenagers now . They walk along an oaklined road .Suddenly Forrest is hit in the back with a rock . Forrest and Jenny turn around .A teenage boy throws another rock as a pickup truck pulls up behind him . Jenny turns and looks at Forrest .Forrest drops his books and runs down the road . The teenage boy jumps into the back of the pickup truck with another boy as the truck speeds after Forrest . Jenny steps left and gets out of the way .Forrest runs along the road . The truck speeds after him .Older Boy throws rocks at Forrest .

The boys in the back of the truck throw rocks at Forrest as they drive up to him .The truck follows right on Forrest 's heels . A rebel flag license plate adorns the truck 's grill .Forrest runs along the road as the truck chases him . The boys in the back of the truck pound on the roof as the truck turns right , after Forrest . The truck drives into a field . Forrest runs toward a fence .Forrest leaps over a five - foot fence as the boys try to catch him .

Forrest runs along the road in front of the high school . The truck continues to chase him as the boys pound on the roof .The truck speeds past Forrest as he turns from the road and runs onto the high school football field . Forrest runs across the field during a football scrimmage . In the stands watching the scrimmage is the legendary University of Alabama football coach BEAR BRYANT , wearing his trademark plaid hat . A group of assistant coaches sit around him , as well as the high school football coach . The quarterback throws the ball into the air . Forrest runs past the quarterback . The receiver catches the ball . Forrest runs past the receiver as an opposing player tackles the stunned receiver . The football coach stands , followed by the assistant coaches .Forrest runs under the field goal post and through the end zone .

He must be the stupidest son - of - a - bitch alive. But he sure is fast!

The crowd roars with excitement as a football is kicked off . The football players run around on the field . The crowd of cheering fans create a huge sign that reads : `` GO . '' Forrest is in a University of Alabama football uniform . He looks up into the cheering crowd as his teammate fields the kickoff . The teammate runs over to Forrest and hands him the ball .The football coach , the assistants , and Alabama players cheer for Forrest .Forrest runs across the field . He speeds past the defending players . Forrest runs past the opposite players . The crowd cheers wildly , holding up cards , making a large sign that reads : `` Go . '' They turn the cards over , creating the word : `` ALABAMA . '' The football coach runs along the sidelines as he yells .Forrest cuts and runs toward the sidelines . Two opposing players collide . The football coach , the assistants and the players all motion for Forrest to run toward the end zone .Forrest turns up the sidelines and runs toward the end zone . Some opposing players fall down . Forrest runs along the sidelines . The opposing players try to catch him . Forrest runs into the end zone as an opposing player dives at his feet . The referee holds up his arm , signaling a touch down . The crowd cheers wildly . Forrest continues to run , smashing through the band members , then all the way toward the team tunnel . The football coach looks at an assistant coach .

Federal troops enforcing a court order integrated the University of Alabama today.

Governor George Wallace had carried out his symbolic threat to stand in the schoolhouse door.

Governor Wallace did what he promised to do. By being on the Tuscaloosa campus, he kept the mob from gathering and prevented violence.

NBC News will present a special program on the Alabama integration story at 7:30 p.m. tonight.

We hereby denounce and forbid this illegal and unwarranted action by the central government.

We must have no violence today, or any other day, because these National Guardsmen are here today as Federal Soldiers for Alabamans. And they live within our borders and they are all our brothers. We are winning in this fight because we are awakening the American people to the dangers that we have spoken about so many times, just so evident today, the trend toward military dictatorship in this country.

A black & white television reveals George Wallace as he stands in the doorway of the schoolhouse .

statement that you are going to stand in that door, and that you are not going to carry out the orders of this court, and that you are going to resist us from doing so. I would ask you once again to responsibility step aside and if you do not, I'm going to assure you.

Forrest steps over to a young man as the crowd looks at the demonstration .Forrest walks toward the schoolhouse .

Not raccoons, you idiot, niggas. And they want to go to school with us.

A football coach looks at a black and white television as a newsman outside the schoolhouse speaks to the camera .BLACK AND WHITE FOOTAGE The footage cuts to Governor Wallace as he speaks to General Graham .Forrest stands next to George Wallace and listens .

. block the doorway, President Kennedy ordered the Secretary of Defense then to use the military force.

Here by videotape is the encounter by General Graham, Commander of the National Guard, and Governor Wallace.

And so at day's end the University of Alabama in Tuscaloosa had been desegregated and students Jimmy Hood and Vivian Malone had been signed up for summer classes.

For the fourth time on his journey across America, Forrest Gump, a gardener from Greenbow, Alabama, is about to cross the Mississippi River again today.

Some of the Alabama policeman and citizens clap their hands as the National Guardsmen stand at attention with their weapons in front of them . Forrest walks through the crowd . Two black students were being led toward the schoolhouse .The young black girl drops one of her books . Forrest notices and steps past the policeman toward the book on the ground . Forrest steps out from the crowd and picks up the book . He brings it up to the girl .

A coach looks at the television . The television reveals Forrest as he stands at the schoolhouse door . He looks around , then waves .An assistant coach looks at the television , then at the other coaches .The football coach and two assistant coaches look . Forrest dries himself off with a towel as he steps from the showers .Forrest steps up to the coaches ' area and grabs a clean towel . The coaches turn and stare at Forrest . Forrest gives them one of his silly waves , then walks away . COLOR FOOTAGE - Governor Wallace waves to the crowd as he stands behind a podium with his wife .COLOR FOOTAGE - Governor Wallace mingles in a crowd . Gunshots are fired , wounding him . Some men wrestle the shooter . Wallace lies wounded on the ground .

Forrest sits on the bench as the black woman looks at him . A WHITE WOMAN with a bay sits left .A bus pulls up to the bus stop . The BLACK WOMAN looks down at her watch .The Black Woman gets up and steps over to the bus .The white woman sits closer to Forrest .EXT , GIRLS ' COLLEGE/JENNY 'S DORM - NIGHT -LRB- 1963 -RRB- Forrest sits outside Jenny 's dorm in the rain .A car pulls up . A song is heard from the radio . Forrest , holding a box of chocolates , looks at the car . The two people inside the car begins to kiss and embrace each other . Jenny is inside the car with a boy . She leans back against the passenger side door as they struggle to get comfortable .Forrest gets up and runs toward the car . He tries to look in the window as he steps over to the driver 's side door . He opens the door and begins to punch the boy inside . Jenny jump out of the car and runs over to Forrest .Jenny 's date , named BILLY , gets out of the car angrily .Jenny turns and looks at Billy . He shoves Jenny 's hands away from him .Billy gets back into the car .Billy pulls away as Jenny steps toward Forrest .Forrest holds out the box of chocolates .Jenny grabs Forrest hand and leads him toward the dorm .

I remember when that happened, when Wallace got shot. I was in college.

Jenny and Forrest sneak to Jenny 's door .Jenny unlocks the door and they step inside .

Jenny pulls a robe off of her sleeping roommate 's bed . Jenny hands the robe to Forrest , sitting on Jenny 's bed .Jenny picks up a towel , then walks back toward Forrest . Jenny dries the water from her hair .Jenny takes off her slip and sits on the bed next to him . She is only wearing her bra and panties . Forrest looks at Jenny like he 's never seen a woman in her underwear before .Forrest looks down at Jenny 's breasts . Jenny realizes that he is looking at her .Forrest looks at Jenny as she removes her bra . Forrest looks away , a bit shamed . Jenny takes his hand and guides it up to her breast .Forrest looks over at Jenny 's breasts , the shudder as he has an orgasm .Forrest breathes heavily . Jenny puts her bra back on .Jenny leans over and puts her head on Forrest 's shoulder .A song is coming over the radio . Jenny hugs Forrest .Jenny laughs and kisses Forrest on the cheek . Forrest and Jenny hug on the bed as Jenny 's roommate pretends to be asleep , but is listening , horrified , with her eyes open .

You're listening to WHHY in Birmingham, the clear A.M. voice of Northern Alabama. I'm Joel Dorn.

. coming to you on a night that is anything but clear. The weatherman says that rain's gon na fall all night long so stay with us, get warm, get cozy, get under the covers to the cool sounds of WHHY.

. 444 - 6789, with ya till sunrise, playing the music you want to hear when you want to hear it. If you have a request or dedication, give us a call. We guarantee you'll hear your requests within one hour.

Candy is on the line tonight. Candy's answering the phones, give Candy your request, your dedication, and ask her why she wo n't go out with me, would you? Here's more music.

Forrest runs across the field as the defending team chases him . The crowd yells for Forrest . They flip a sign that reads : `` Go Forrest . ''Forrest runs along the field . The crowd cheers .Forrest runs into the end zone . The band members rush toward Forrest with their hands up , signaling him to stop . The crowd flips over cards , creating a sign that reads `` STOP . ''Forrest stops in the end zone as he hears the crowd yells . The band motions for Forrest to stop and stay in the end zone . A group of defending players fall over each other in the end zone . Forrest looks as the crowd cheers wildly .BLACK AND WHITE PARAMOUNT NEWSREEL - DAY -LRB- 1963 -RRB- The White House with the words `` The eyes and ears of the world Paramount News '' superimposed .BLACK AND WHITE NEWSREEL PRESIDENT KENNEDY holds an autographed football as the All - American Team stands behind him . Forrest is among the players in suits .

President Kennedy met with the Collegiate All - American Football Team at the Oval Office today.

From the D.M.Z. to the Delta, you are tuned to the American Forces Vietnam Network. This is Channel 6, Saigon.

And this Fourth is witnessing one of the largest fireworks displays in the nation's two - hundred year history.

. here in New York Harbor. After the spectacular display of tall ships earlier, the Statue of Liberty.

The All - American players mingle around the food table . Forrest steps up to the table . A large spread of food and soda is on the table .Forrest takes a bottle of Dr. Pepper from the buffet table . Numerous bottle of Dr. Pepper are displayed on the table . A servant opens the bottle for him .Forrest begins to guzzle the Dr. Pepper .Forrest sets down an empty Dr. Pepper bottle next to a large number of other empty bottles . Forrest holds his stomach and burps . BLACK AND WHITE FOOTAGE - President Kennedy shakes hands with the All - American football players .Another player steps up to the President and shakes the President 's hand .The player walks away . Forrest steps up to the President . The President shakes his hand .President Kennedy turns and smiles .

Forrest urinates in the bathroom , then lowers the lid and flashes . Forrest washes his hands , then notices an autographed photo from Marilyn Monroe and a photo of John with his brother Bobby .ARCHIVAL FOOTAGE - DAY SLOW MOTION - President Kennedy rises in a convertible and smiles .ARCHIVAL FOOTAGE - Robert Kennedy stands at a podium as people around him applaud .

Students in their caps and gowns step forward the podium to receive their diplomas . Forrest 's name is called . He steps up and accepts his diploma .The dean shakes Forrest 's hand vigorously . Forrest looks out into the crowd .Mrs. Gump , sitting in the audience , cries .Forrest and Mrs. Gump have their picure taken in front of a large statue . A military recruiter spots Forrest and steps up to him .Mrs. Gump takes the diploma from Forrest . The recruiter slaps Forrest on the shoulder and hands him some military literature .Forrest looks at a pamphlet with a photo of `` Uncle Sam '' and the caption `` EXCELLENT CAREERS FOR EXCELLENT YOUNG MAN . Apply now at your local U.S. Army Recruiting Center . ''

Congratulations, son. Have you given any thought to your future?

Forrest steps onto the army bus . Rain pours outside as the army bus driver yells at Forrest .Forrest is about to sit on the first available seat , but the recruit sitting there refuses Forrest .Forrest tries to sit on the next seat , but the 2nd recruit slides over , blocking him .Forrest steps forward , looking much like he did on his first bus ride to school years ago .A large black recruit with a strange look on his face , much like Forrest 's , looks up from his seat . His name is BUBBA .Bubba moves his case over , making room for Forrest to sit down .Bubba hands Forrest a handkerchief .Bubba and Forrest shake hands .

Nobody gives a hunk of shit who you are, fuzzball! You're not even a lowlife scum sucking maggot! Get your faggoty ass on the bus. You're in the Army now!

I'm talkin' about a shrimp catchin' boat. I've been workin' on shrimp boats all my life. I started out my uncle's boat, that's my mother's brother, when I was about maybe nine. I was just lookin' into buyin' a boat of my own and got drafted. My given name is Benjamin Buford Blue.

People call me Bubba. Just like one of them redneck boys. Can you believe that?

I know everything there is to know about the shrimpin' business. Matter of fact, I'm goin' into the shrimpin' business for myself after I get out the Army.

What you do is you just drag your nets across the bottom. On a good day, you can catch over a hundred pounds of shrimp. If everything goes all right, two men shrimpin' ten hours, less what you spends on gas, you can.

Anyway, like I was sayin', shrimp is the fruit of the sea. You can barbecue it, boil it, broil it, bake it, saute it. There, uh, shrimp kabobs, shrimp creole.

shrimp gumbo, panfried, deep fried, stir fried. There's pineapple shrimp, lemon shrimp, coconut shrimp, pepper shrimp.

shrimp soup, shrimp stew, shrimp salad, shrimp and potatoes, shrimp burger, shrimp sandwich. that's, that's about it.

Y' know, I bet there's shrimp all in these waters. They tell me these Vietnams is good shrimp. You know, after we win this war, and we take over everything we can get American shrimpers to come on here and shrimp these waters. We'll just shrimp all the time, man. So much shrimp, why, you would n't believe it.

I'm gon na lean up against you, you just lean right back against me.

This way, we do n't have to sleep with our heads in the mud. You know why we a good partnership, Forrest?'Cause we be watchin' out for one another. Like brothers and stuff. Hey, Forrest, there's somethin' I've been thinkin' about. I got a very important question to ask you. How would you like to go into the shrimpin' business with me?

Man, I tell you what, I got it all figured out, too. So many pounds of shrimp to pay off the boat, so many pounds for gas, we can just live right on the boat. We ai n't got to pay no rent. I'll be the captain ; we can just work it together. Split everything right down the middle. Man, I'm tellin' you, fifty - fifty. And, hey, Forrest, all the shrimp you can get.

Bubba 's mother , a robust woman in a cook 's uniform , carries a bowl of shrimp into a dining room . She sets it down on a table in front of a wealthy white man .

Bubba 's grandmother carries a bowl of shrimp into a dining room . She sets it down on a table in front of a wealthy white man .

A DRILL SERGEANT is in Forrest 's face as Forrest stands in line with the other recruits .The Drill Sergeant moves down the line to the next man .ANOTHER DAY The recruits are sitting at the base of their bunks assembling their rifles . Bubba speaks to Forrest .Forrest finishes assembling his rifle as the other recruits are still working on theirs .The Drill Sergeant rushes up to Forrest .The Drill Sergeant looks at his stop watch .The Drill Sergeant walks away as Forrest begins to disassemble his rifle . After the Drill Sergeant walks past Bubba , Bubba looks up at Forrest . Bubba continues talking about shrimp in his slow southern drawl .ANOTHER DAY Bubba and Forrest shine their boots .ANOTHER DAY Bubba and Forrest are on their hands and knees as they scrub the floor with toothbrushes .NIGHT Bubba lies in his bunk and looks up quietly .Forrest lies in his bunk and looks up .A young private tosses a Playboy magazine onto Forrest .Forrest pick up the magazine and turns the page , revealing Jenny as she poses with a school sweater on , and that 's all . The pictorial is titled : `` Girls of the South . '' Forrest looks up with shock . He cranes his head up for a closer look .

Godamnit, Gump! You're a goddamned genius! That's the most outstanding answer I've ever heard. You must have a godamned I.Q. of a hundred and sixty! You are godamned gifted, Private Gump!

That is one very intelligent individual! You lock your scuzzy bodies up behind that private and do exactly what he does and you will go far in this man's army!

Jesus Christ! This is a new company record. If it would n't be a waste of such a damn fine enlisted man, I'd recommended you for O.C.S., Private Gump. You are gon na be a General some day, Gump! Now, disassemble your weapon and continue!

`` Some folks are born made to wave the flag. Ooh, they're red, white and blue. And when the band plays `` Hail to the Chief,'' ohh, they point the cannon at you all. It ai n't me. It ai n't me. I ai n't no Senator's son, no. It ai n't me. It ai n't me.''

And we were always lookin' for this guy named Charlie. I ca n't get no relief.

`` There's something happenin' here. What it is ai n't exactly clear. There's a man with a gun over there, telling' me I got to beware.''

Forrest , in his army uniform , steps into the foyer of the club .EMCEE steps out onto the stage .The emcee walks back off the stage and the curtain opens , revealing Jenny as she sits on a stool on the stage . She holds a guitar up and begins to play . She is topless .The men laugh .Man # 5 reaches up and tries to stick some money in Jenny 's shoe .Jenny kicks his hand . He yells angrily as he sits back down , then tosses his drink on her .Forrest walks up to Man # 5 and grabs him and tosses him down on the ground . Man # 4 tries to grab Forrest , but Forrest shoves him down too .Forrest climbs up onto the stage and picks Jenny up , guitar and all , and carries her .Jenny struggles and frees herself from Forrest . Forrest steps back in surprise . Jenny shoves the guitar at Forrest . Jenny walks off as Forrest holds the guitar . He follows after her .

That was Amber, Amber Flame. Give her a big hand, guys. Good job, Amber. And now, for your listening and viewing pleasure, direct from Hollywood, California, our very own beatnik beauty, let's give a big round of applause to the luscious Bobbie Dylan.

Forrest follows Jenny over a bridge outside the night club .Jenny turns and looks over the bridge .Jenny turns and looks at the light of an approaching vehicle . She steps into the street .Jenny runs and flags down the approaching vehicle .A pickup truck pulls over as Jenny looks at the driver .Jenny walks toward Forrest . She looks at the driver .Jenny walks up to Forrest .Jenny takes a last look at Forrest , then climbs into the truck . Forrest watches Jenny in the pickup as it drives away .

Forrest , dressed in his uniform , sits on a log and looks out at a river .Mrs. Gump walks toward Forrest and sits down next to him on the log . Forrest leans down , placing his head on his mother 's shoulder .

The shadow of a helicopter over the rice field below . A soldier is manning a gun from inside the helicopter . The solider looks left , Forrest and Bubba ride in the helicopter .

The helicopter circles overhead , then lands at the firebase .Bubba and Forrest jump out of the helicopter with their gear / They walk and look around oddly .The soldier places a case of beer on a large stack of cases . He takes two beers out and walks away . In the background , soldiers are barbecuing steaks and drinking beer .Lieutenant DAN TAYLOR steps out of a tent . Shirtless , he holds a roll of toilet paper in his hand .Lt. Dan looks at Bubba .Forrest and Bubba look at each other oddly , they do n't get the joke .Lt. Dan starts to walk . Bubba and Forrest grab their gear and follow him .Lt. Dan stops and looks at the boys .Lt. Dan steps over to a large black soldier named SERGEANT SIMS .

Ho! Get your hands down. Do not salute me. There are goddamned snipers all around this area who would love to grease an officer. I'm Lieutenant Dan Taylor. Welcome to Fourth Platoon.

Yeah, well, you better tuck that in. Gon na get that caught on a trip wire. Where you boys from in the world?

You stick with me, you learn from the guys who been in country awhile, you'll be right. There is one item of G.I. gear that can be the difference between a live grunt and a dead grunt.

Socks, cushion, sole, O.D. green. Try and keep your feet dry when we're out humpin'. I want you boys to remember to change your socks wherever we stop. The Mekong will eat a grunt's feet right off his legs.

Sergeant Sims! Goddamnit, where is that sling - rope I told you to order.

Yeah, yeah, yeah, well you call those sonabitches again, call them again and again and again. I do n't care how much it takes.

So, you boys are from Arkansas, huh? Well, I've been through there. Little Rock's a fine town. Now, go shake down your gear, see the platoon sergeant, draw what you need for the field.

Two standing orders in this platoon. One, take good care of your feet. Two, try not to do anything stupid, like gettin' yourself killed.

Ah, nothin'. Fourth Platoon, on your feet! Still got ten clicks to go to that river.

Roger, Strongarm, be advised we have incoming from the treeline at point blue plus two. A.K's and rockets.

Goddammit, Mac! Get that pig unfucked and get it in the treeline!

Ah, Jesus! My unit is down hard and hurting! 6 pulling back to the blue line, Leg Lima 6 out! Pull back! Pull back!

Roger, Strongarm, I know my position is danger close! We got Charlie all over this area! I got ta have those fast movers in here now! Over!

Goddammit! What are you doing? Leave me here! Get away. Just leave me here! Get out!

You dink son - of - a - bitch! I ca n't leave the platoon! I told you to leave me there, Gump. Forget about me. Get yourself out! Did you hear what I said! Goddammit, pull me down! Get your ass out of here!

I did n't ask you to pull me out of there, goddamn you! What the hell do you think you're going?

I got an air strike inbound right now. They're gon na nape the whole area.

Now, you listen to me. We all have a destiny. Nothing just happens, it's all part of a plan. I should have died out there with my men! But now, I'm nothing but a goddamned cripple! A legless freak. Look! Look! Look at me! Do you see that? Do you know what it's like not to be able to use your legs?

Did you hear what I said? You cheated me. I had a destiny. I was supposed to die in the field! With honor! That was my destiny! And you cheated me out of it! You understand what I'm saying, Gump? This was n't supposed to happen. Not to me. I had a destiny. I was Lieutenant Dan Tyler.

They gave you an imbecile, a moron who goes on television and makes a fool out himself in front of the whole damn country, the Congressional Medal of Honor.

Well, then, that's just perfect! Yeah, well I just got one thing to say to that. Goddamn bless America.

That's all these cripples, down at the V.A., that's all they ever talk about.

Jesus this and Jesus that. Have I found Jesus? They even had a priest come and talk to me. He said God is listening, but I have to help myself. Now, if I accept Jesus into my heart, I'll get to walk beside him in the Kingdom of Heaven.

Did you hear what I said? Walk beside him in the Kingdom of Heaven. Well, kiss my crippled ass. God is listening. What a crock of shit.

Huh? Ah, well, before you go, why do n't you get your ass down to the corner and get us another bottle of wine.

Now hear this! Private Gump here is gon na be a shrimp boat captain. Well, I tell you what, Gilligan, the day that you are a shrimp boat captain, I will come and be your first mate.

If you're ever a shrimp boat captain, that's the day I'm an astronaut.

Well, well, Captain Forrest Gump. I had to see this for myself. And I told you if you were ever a shrimp boat captain, that I'd be your first mate. Well, here I am. I am a man of my word.

Yeah, but do n't you be thinking that I'm gon na be calling you sir.

I have a feeling if we head the east, we'll find some shrimp. So, take a left. Take a left.

Over there! They're over there! Get, get on the wheel and take a left!

Gump, what are you doing? Take a left! Left! That's where we're gon na find those shrimp, my boy! That's where we'll find'em.

Blow, you son - of - a - bitch! Blow! It's time for a showdown! You and me. I'm right here. Come and get me! You'll never sink this boat!

Yeah, well you'll have to tell them to call him back. He is indisposed at the moment.

Custom - made titanium alloy. It's what they use on the space shuttle.

A distant relative of Lt. Dan 's , wearing a revolutionary war uniform , falls dead in the snow .

Another relative , wearing a civil war uniform and bearing a striking resemblance to Lt. Dan , falls down dead .

Another relative , wearing a World War II , falls down dead on the beach at Normandy .

Lt. Dan steps back up to Bubba and Forrest .Lt. Dan walks along the walkway and Bubba and Forrest follow .Lt. Dan steps inside the latrine , still holding the roll of toilet paper .Lt. Dan sits down out of sight in the latrine , then stands up , looking at the boys .Lt. Dan sits back down out of sight in the latrine . Bubba and Forrest look at each other .

Forrest , Bubba , and other soldiers in the Fourth Platoon walk across the rice field . Some Vietnamese rice farmers are working as the soldiers walk past .

Forrest 's unit walks along a dirt road .Suddenly Lt. Dan holds up his fist , a signal for the unit to stop . He motions for them to get down .Forrest gets down and looks around .Lt. Dan motions for the lead soldier to get down . Lt. Dan crouches down . Lt. Dan looks at the soldiers and points to his eyes . He lies down on the dirt road and crawls .Tex holds up his hand , motioning that he does n't know .Forrest stands up and begins to walk with the platoon .

Lt. Dan walks away as Forrest rushes over , aims two pistols in the hole , then climbs inside .ANOTHER DAY - The platoon walks through a rice paddy , waits deep in water . It begins to rain .

The rain pours down on Forrest and Bubba as they sit in a foxhole .ANOTHER DAY - The platoon walks through the jungle as rain pours down on them .ANOTHER DAY - The platoon shelters themselves as they walk through the wind and rain .ANOTHER DAY - Forrest and other soldiers walk chest - deep through a river . The rain splatters back up from the river , hitting the soldiers . Forrest holds his hand up to protect his face .

The rain pours down on the men of the platoon as they sit in a camp . Bubba sits down next to Forrest .Bubba leans his back up against Forrest 's back .ANOTHER NIGHT - Some soldiers patrol the area . Forrest lies in a pup tent and writes a litter as the rain pours down . He uses his flashlight to see .

Jenny steps out of the trailer with a backpack and a guitar . She hugs a hippie guy , then jumps into the back of a Volkswagen bus with another guy .

The Fourth Platoon makes their way through the jungle and rain .Forrest looks up as the sun suddenly appears . Forrest 's platoon is attacked . A bullet kills the soldier standing next to Forrest . Bombs explode all around as the soldiers scramble to the ground .Forrest crawls over a berm as bullets fly overhead and explode all around him . Forrest rolls over and pulls his pack off Lt. Dan lies next to Forrest .Two soldiers with a machine gun fire into the jungle . Lt. Dan shouts into the radio . Forrest begins firing his weapon into the jungle .Two soldiers pull a wounded soldier into the jungle .The machine gunner fires into the treeline . Another soldier helps him with the ammunition . The machine gun jams .A rocket explodes on the machine gunner and the other soldier , killing them . Forrest looks down and covers his head as rockets explodes all around him .Lt. Dan gets up and grabs Forrest by the collar .The platoon gets up and runs toward the cover of the jungle . Rockets explode all around the field . Forrest runs into the jungle . The soldiers run through the jungle as bullets explode all around . A soldier is blown up by a rocket . A soldier runs through the jungle . Forrest runs past the soldier .Rockets explode in the jungle as Forrest runs out toward a clearing .Forrest turns around , then runs back into the jungle .Rockets explode in the jungle . Forrest runs back into the jungle to look for Bubba .Forrest stops and aims his weapon . He looks around , scared .Something moves . Forrest turns and looks , then rushes over .Tex lies on the ground , his face distorted with pain .Forrest reaches down and picks up Tex from the ground . Forrest pulls Tex up over his shoulder , then runs .Forrest carries Tex out of the jungle and into the clearing . He sets Tex down on the bank of a river , and runs back into the jungle .Forrest drops another wounded soldier down at the bank of the river next to Tex , and then runs back toward the jungle . Forrest grabs the third wounded soldier up from the ground and turns him over . It is DALLAS .Dallas is dropped off at the bank next to the other wounded soldiers . Forrest turns to go back to the jungle .Forrest trips over something and falls to the ground . He looks up to find two bloody legs . It is Lt. Dan , who is wounded . He speaks into the radio .Forrest tries to pick up Lt. Dan , who tries to push Forrest away .Forrest pulls Lt. Dan over his shoulder and runs through the jungle .Forrest falls down .Forrest gets up as Lt. Dan yells . Lt. Dan fires his pistol at the unseen enemy as Forrest pulls him away .Forrest drops Lt. Dan down at the bank , next to the other wounded soldiers . Lt. Dan grabs Forrest by the shirt , angry .Forrest gets up and runs as Lt. Dan yells after him .Forrest runs through the jungle searching for Bubba . Forrest slows down and looks around carefully .Bubba looks up as he lies on the ground .Bubba holds a palm frond over his wound . Forrest removes the frond to look at the wound . Bubba 's chest has been blown open .Forrest looks around as he hear the voices of the enemy .Forrest carries Bubba through the jungle . The sound of approaching planes fills the air .The roar of approaching planes is deafening . Forrest looks up in fear . Three planes dive down toward the jungle . They fire napalm as the jungle explodes with massive fireballs . Forrest runs , carrying Bubba . The fireballs explode behind him . The entire jungle area is in flames as Forrest runs . Forrest carries Bubba to the bank of the river . Lt. Dan and the other wounded soldiers wait for a rescue helicopter .Forrest looks down at Bubba . A soldier releases a smoke canister .The helicopter fly overhead . BUS STATION - DAY Forrest continues with his life story . A MAN is sitting next to Forrest on the bus bench .FLASHBACK - INT . US . ARMY HOSPITAL/VIETNAM - DAY Forrest holds two ice cream cones in his hands as he is wheeled on a rolling stretcher .Forrest , lying on his stomach , is wheeled to his bed . Forrest 's butt sticks up and is bandaged . Forrest looks at Lt. Dan lying on the bed . Forrest holds out an ice cream cone for Lt. Dan .Lt. Dan , annoyed , takes the ice cream cone and drops it into his bed pan . Forrest slides himself onto his bed . A NURSE reaches toward Lt. Dan .The male nurse places Lt. Dan 's hands on a pull - up bar , then picks up Lt. Dan , whose legs have been amputated .Another nurse wheels the rolling bed under Lt. Dan . The male nurse sets Lt. Dan down on the rolling bed . Forrest looks up at Lt. Dan as he is wheeled away . A soldier reads the names from a pile of letters .The soldier hands Forrest a large pile of letters . `` Undeliverable as addressed . No forwarding order on file . '' Jenny Curran Rural Route 2 Greenbow , Ala. 39902 Forrest looks down at the pile of letters .

No sweat, man. Just lay back. You're gon na be okay. You're gon na be okay.

Leg Lima 6, Leg Lima 6. This is Strongarm, be advised, your fast movers are inbound at this time, over.

Now the secret to this game is, no matter what happens, never, never take your eye off the ball.

Hold on there, boy. Are you telling me you're the owner of the Bubba - Gump Shrimp Corporation?

Boy, I've heard some whoppers in my time, but that tops them all. We was sitting next to a millionaire!

A group of wounded soldiers hang out in the hospital , recuperating . Forrest sits and watches `` Gomer Pyle '' on the television .Forrest turns the TV off and he is hit on the back of the head by a ping - pong ball .Forrest shakes his head .The wounded ping - pong player hands Forrest a paddle . Forrest and the wounded ping - pong player step toward the ping - pong table .He holds the ball up and moves it back and forth . Forrest keeps his eyes on the ball .The wounded ping - pong player tosses the ball down onto the table . Forrest begins to hit the ball back to the other player .Forrest hits ping - pong balls .The balls at land in a bed pan positioned on a chair . A group of wounded soldier sit and watch Forrest play with himself . Forrest hits two balls at a time against the opposite side of the table .Lt. Dan stares out the window . Forrest lies in his bed asleep . A hand reaches and grabs him .Lt. Dan pulls Forrest to the floor , and holds Forrest down .Lt. Dan looks at Forrest , lets go of Forrest and rolls . Lt. Dan sits up as Forrest looks at him .

Forrest plays ping - pong by himself . An OFFICER walks up to him .Forrest immediately grabs the ball and places it down on the table under its paddle . Stands at attention .The officer holds up an envelope .

As you were. I have your discharge papers. Your service is up, son.

Forrest steps up to Lt. Dan 's bed .Forrest stops in mid - sentence as he looks down at the bed . A heavily bandaged soldier with bloodstains lies there . Forrest turns and look at the NURSE .

The television reveals Forrest as he is awarded the Medal of Honor by President Johnson .Color footage revealing President Johnson as he places the award around Forrest 's neck and shakes hands .President Johnson leans and whispers into Forrest 's ear .

The ceremony was kicked off with a candid speech by the President regarding the need for further escalation of the war in Vietnam. President Johnson awarded four Medals of Honor to men from each of the Armed Services.

The U.S. Ping - Pong Team met with President Nixon today at an Oval Office ceremony.

destroying nearly everything in its path. And as in other towns up and down the coast, Bayou La Batre's entire shrimping industry.

has fallen victim to Carmen and has been left in utter ruin. Speaking with local officials, this reporter has learned, in fact, only one shrimping boat actually survived the storm.

For the second time in seventeen days, President Ford escaped possible assassination today when a woman, Sarah Jane Moore, fired on him as he stepped out of a hotel in San Francisco.

Lynett Alice Fromme, a follower of Charles Manson better known as `` Squeaky,'' attempted to assassinate the President as he was.

The television revealing Forrest as he drops his pants , bends over and shows the bullet wound on his bare buttocks . President Johnson looks down and smiles . The three men in the barber shop look up in disbelief . Mrs. Gump looks up in shock .

Forrest walks by the Lincoln Memorial . A fence surrounds the Memorial , as well as armed military guards .Forrest takes a photo of the memorial as a woman named Hilary gathers together some veterans against the Vietnam War .Hilary grabs Forrest and puts him in the line with the other vets against the war .Hilary leads the line of vets toward the large anti - Vietnam War rally .The group of vets walk as Forrest tries to take another picture . A vet behind him pushes him along .Forrest walks in the line . A banner reads `` Veterans against the War in Vietnam . ''Hilary leads the vets through a crowd of people outside the rally . Another woman , named Isabel , leads the vets toward the back of a stage .A man , wearing an American flag shirt , stands on the stage . He is anti - war activist ABBIE HOFFMAN .Forrest looks up at the cheering crowd . Abbie turns and motions for Forrest to come up on the stage .Hilary pulls Forrest up onto the stage .The other vets follow Forrest pushes onto the stage and push him toward the microphones .Thousands of cheering protesters stand around the Washington Monument . Forrest looks at the crowd . Abbie Hoffmann steps up to Forrest .Abbie raises his fist as the crowd cheers wildly .Forrest looks at the crowd as he speaks . A policeman looks around as he sneaks over to the audio circuit board .The policeman pulls the patch cords out of the audio board . Forrest 's amplified voice becomes inaudible . Forrest continues to speak into the microphone , even though no one can hear what he is saying . Hilary looks over and notices the policeman . Hilary rushes over toward the audio board , pushes the policeman away and grabs his night stick . Another protester grabs the policeman and pulls him away .Isabel , Hilary and another protester try to plug the tangled mess of wires back into the audio board .Forrest continues to speak into the microphone . The crowd grows restless .Hilary plugs in the right patch cord .Forrest looks at the massive crowd . They are silent . Abbie Hoffman steps over to Forrest and pats him on the shoulder .Abbie raises his fist into the air . Abbie steps away from Forrest . The crowd cheers .Jenny wades out into the reflection pool and waves her hand into the air . Forrest recognizes her .Forrest rushes off the stage as Jenny makes her way out into the pool .Forrest jumps down into the crowd and runs . Jenny smiles as she tries to run through the water . The crowd parts as Forrest runs into the pool . Jenny rushes toward him .The massive crowd cheers for the embracing couple in the pool .

Hilary, all right, I've got the vets, what do you want me to do with them?

We've been waiting for you for half an hour, so just get them in a line, will you. Hey, hey, come on, pictures later. You look great. Oh come on, get in this line, come on, come on right in line. Come on, let him here, let him in here.

We must declare to that fucking impostor in the White House - Johnson. We ai n't going to work on your farm no more! Yeah!

Now, I'm going to bring up some soldiers that are going to talk about the war, man.

these guys just told Lyndon Johnson where to stick this fucking war! Yeah!

Come on, go. You can do it. Just get up there. Go on. That's it.

That's so right on, man. You said it all. What's your name, man?

Forrest and Jenny walk past the protesters who are camping out on the lawn .

Forrest stands at an open window and looks at the White House .A Black Panther , named RUBEN , steps over and pulls the shades down .Another Black Panther named MASAI grabs Forrest and pats him down .Wesley hits Jenny across the face . Slow motion - Jenny falls back . Slow motion - Forrest steps forward with rage . Slow motion - Wesley turns and looks at Forrest . Forrest tackles Wesley and slams him onto a table . Jenny turns and looks as Masai pulls out a gun .Jenny rushes over to Forrest and pulls Forrest off Wesley .Jenny tries to help Wesley as he moans on the floor . Wesley knocks Jenny 's hand away . He gets up , holding his bloody lip .Jenny steps out the door as Forrest picks up his hat .The group of Black Panthers glare at Forrest . Forrest turns and walks out the room .

Shut that blind, man. And get your white ass away from that window. Do n't you know we in war here?

Our purpose here is to protect our black leaders from the racial onslaught of the pig who wishes to brutalize our black leaders, rape our women, and destroy our black communists.

We are here to offer protection and help for all of those who need our help, because we, the Black Panthers, are against the war in Vietnam. Yes, we are against any war where black soldiers are sent to the front line to die for a country that hates them. Yes, we are against any war where black soldiers go to fight and come to be brutalized and killed in their own communities as they sleep in their beds at night. Yes, we are against all these racists and imperial dog acts.

Oh, God. I should n't have brought you here. I should have known it was just gon na be some bullshit hassle.

Jenny? Things got a little out of hand. It's just this war and that, that lyin' son - of - a - bitch Johnson. I would never hurt you. You know that.

Forrest and Jenny walk past the White House . Protesters hold a candlelight vigil behind them .They walk in silence . Jenny touches Forrest 's uniform .

Jenny stands in the rain , hitchhiking . A car pulls over to pick her up . Jenny and other other girls get into the car .

A hippie gives Jenny a sugar cube of acid as they sit in front of a roaring fire .

A star with the name `` Jean Harlow '' on the sidewalk . Jenny and two other girls sing on the sidewalk and collect change from the passersby . Jenny plays the guitar .A young hippie looks over his faded Volkswagen at the girls .

Jenny carries a backpack as she prepares to board a bus back to Berkeley .Forrest looks down at Jenny . He pulls his Medal of Honor from around his neck .Forrest places the Medal of Honor in Jenny 's hand . Jenny looks up at him .Jenny and Forrest hug each other . Wesley waits for Jenny . Jenny turns and walks up to Wesley . They walk toward the entrance of the bus . Forrest smiles as Jenny looks at her . Jenny climbs up into the bus . Wesley glares at Forrest . Forrest gives Wesley the `` evil eye . '' Jenny through the near window of the bus , knocks on the window . Forrest turns and looks . Jenny waves to Forrest . Forrest looks up and smiles sadly . Jenny gives Forrest the peace sign as the bus pulls away . The sign on the back of the bus reads `` Berkeley to D.C. '' Forrest gives Jenny the peace sign .

A footage of Neil Armstrong 's first step on the moon on television .Forrest demonstrates a ping - pong to some wounded vets .BUS STOP - PRESENT - DAY Forrest looks at a man .

That's one small step for man, one giant leap for mankind. The, uh, the surface is fine and powdery. I can, I can pick it up loosely.

Forrest plays ping - pong against a Chinese player . A large mural of Mao Tse - tung hangs on the wall . A crowd of communist leaders sit and watch .BUS STOP - PRESENT - DAYColor footage of the DICK CAVETT Show . Dick Cavett stands up as he introduces Forrest .Forrest makes his way onto the stage , shakes hands with Dick Cavett .Forrest sits down between JOHN LENNON and Dick Cavett .John Lennon lights a cigarette .Forrest looks oddly at John Lennon .

You had quite a trip. Can you, uh, tell us, uh, what was China like?

A guard lets Forrest out a side entrance door . Forrest steps , an then stops as he hears s man sitting in a wheelchair speak to him .Forrest looks at Lt. Dan . He is a dirty with long hair .Lt. Dan 's wheelchair begins to slide down the ramp and spins around on the icy ground . Forrest looks down at Lt. Dan crashes at the bottom of the ramp .

Taxi cabs crowd the street as Forrest pushes Lt. Dan along the sidewalk .A taxi driver honks his horn as Forrest wheels Lt. Dan out in front of the taxi .A taxi skids to a stop , almost hitting them as they cross the street . The taxi honks at Lt. Dan . Lt. Dan slaps the bumper of the taxi .

Why do n't you go home before you kill yourself? Get out of the way!

A Bob Hope Christmas special in Vietnam on television . Lt. Dan and Forrest watch the television .Lt. Dan chuckles , drinks the rest of a bottle of wine and tosses it down . He looks at Forrest . He wheels himself over to television and turns it off .Lt. Dan picks up another bottle of port wine , but it is empty . He tosses it onto the floor .Lt. Dan tosses the empty liquor bottle down and picks another bottle . He becomes enraged as he throws the bottle and looks at Forrest .

A television shows DICK CLARK as he emcees the Times Square New York Eve celebration .Two sleazy women , named LENORE and CARLA , walk up to Lt. Dan .Carla puts a `` Happy New Year '' crown on Lt. Dan 's head . Lenore fixes her makeup .Lenore leans and speaks into Forrest 's ear .

We are at approximately 45th Street in New York City at One Astor Plaza. This is the site of the old Astor Hotel. Down below us, well over a hundred thousand people are milling about, cheering with horns and whistles and hats.

So where you been, baby - cakes, huh? Have n't seen you around lately. You know, you should have been here for Christmas'cause Tommy bought a round on the house and gave everybody a turkey sandwich.

. pour here in Times Square. It's been off - and - on all night, but these people hang in there.

What are you, stupid or something? What's your problem? What's his problem? Did you lose your pecker in the war or something?

The New Year 's Eve celebration over the T.V.Jenny fills her bag with her belongings .A man lies passed out on the bed . Jenny looks at her black eye in a mirror , then leaves the apartment . The TV shows the ball in Times Square .

The ball is lowered , lighting up a sign that reads `` 1972 . ''The people in the bar cheer and kiss each other . They blow horns and toss confetti into the air . Forrest looks around as Carla and Lenore lean over and kiss him .

`` Should auld acquaintance be forgot and never brought to mind.

Should auld acquaintance be forgot and days of auld lang syne.''

Carla removes her top and sits on top of Dan in his wheelchair . They kiss and play around . Forrest sits in a chair . Lenore leaps on him and begins to kiss Forrest . She reaches down to Forrest 's crotch . Forrest stands up nervously , causing Lenore to fall down on the floor . Lenore stands up , angry .Lt. Dan throws Carla back onto the bed .Lt. Dan falls out of his wheelchair and lands down on the floor . Carla and Lenore laugh as they leave the apartment .Forrest tries to help Lt. Dan . Lt. Dan pushes Forrest away .Forrest steps back as Lt. Dan flips back over , then pulls himself back up onto his wheelchair . He breathes heavily .

An ANCHORMAN reports in front of the White House .PRESENT - BUS STOP Forrest looks at the fat man on the bus bench .

A plaque , presented to Forrest , reads `` Presented to Forrest Gump , member of the United States table tennis team as player of the year for 1971 . President NIXON holds the plaque .

So are you enjoying yourself in our national capital, young man?

Oh, no, no, no, no. I know of a much nicer hotel. It's brand - new. Very modern. I'll have my people take care of it for you.

Therefore, I shall resign the Presidency effective at noon tomorrow.

Vice President Ford will be sworn in as President at that hour in this office. As I recall the high hopes for America with which we began this second term, I feel a great sadness that I will not be here in this office.

Forrest speaks on the phone .Forrest steps over to a window . Flashlights are moving around in an office across from Forrest 's room .Forrest hangs up the phone . The camera tilts down , revealing the hotel stationary , which reads `` The Watergate Hotel . ''

President Nixon makes a resignation speech on TV .The television cuts to a shot of President Nixon standing outside Air Force One with his hands in the peace sign .Forrest is playing ping - pong by himself at the gymnasium . An officer steps up to him .The officer hands Forrest an envelope , then walks away .Forrest takes his paddle and runs out of the gymnasium .

Mrs. Gump walks out of the house and smiles . Forrest walks up to the house , wearing his uniform .

Mrs. Gump and Forrest walk into the house .In the house are stacks of ping - pong paddles and life - sized cardboard cutouts of Forrest playing ping - pong . The name on the ping - pong paddles boxes reads : `` Gump - Mao table tennis . ''

Forrest walks up to a shack on the edge of the Bayou . A group of black kids play in the front yard .Bubba 's mother named MRS. BLUE and her other children look at Forrest .

Forrest steps over to Bubba 's tombstone .Forrest pulls out notes from his pocket .

Forrest walks across a yard where men are cleaning shrimp .Forrest walks along a wooden pier . Forrest pays an old black shrimper a large wad of cash .

Forrest steers his shrimping boat . The boat is old and rusty . Forrest unleashes his nets as his catch of the day drops to the deck . It is a bunch of garbage and shells . Forrest picks up one shrimp .

Forrest pulls a couple of shrimp out of a bucket .The old shrimper begins to walk away , then stops and looks at Forrest .Forrest paints a name on the side of his boat . The name is `` Jenny . ''

Disco lights flash and people dance . A guy asks a girl to dance .Jenny sits at a table with some other people . She is snorting cocaine .

Forrest stands at the helm as the boat glides across the water .

Drug paraphernalia and a large wad of cash are spread out on a table . A man drops a syringe on the table . He reaches over and touches Jenny . She is pale with dark lines under her eyes .

Jenny smears some lines of cocaine on a mirror . She looks at herself in the mirror .

Jenny steps out onto the high - rise balcony . She steps up on a table and stands on the edge of the balcony . A busy street lies many stories below . Jenny looks down to the intersection below . She slips over the edge , regains her balance , turns and looks back at the intersection below , and begins to get down from the edge . Jenny grabs a hold of the ledge and carefully climbs down . She sits down on a chair . Jenny rocks back and forth as she cries . She looks up at the sky .

The moon shines above in the sky . Forrest lies in a hammock on his boat .

Forrest stands at the helm of his boat and slowly glides by the docks . Forrest looks around and notices something and bends down to get a clear view . Lt. Dan sits in his wheelchair on the deck . Forrest looks at Lt. Dan . He smiles , surprised .Forrest leaps off of his moving boat and into the water . The boat continues as Forrest clumsily swims . Lt. Dan sits in his wheelchair at the edge of the dock . Forrest flails his arms as he swims up to the dock . Lt. Dan waits for Forrest , smoking a cigar . Forrest climbs up a ladder onto the dock .Forrest shakes Lt. Dan 's hand .Forrest 's boat glides , crushing a dock . Forrest and Lt. Dan look at it .

Forrest 's shrimping boat is alone on the gulf waters .Forrest looks up . Lt. Dan is sitting in the rigging .Forrest empties the net . Their `` catch '' is debris that falls to the deck .

The all - black gospel choir sings and claps their hands .Lt. Dan is sitting in his chair at the back of the church . He takes swigs from a liquor bottle .

A catch of junk is dumped onto the deck . Lt. Dan lowers himself from the rigging .The wind begins to blow strong .

Water sprays on deck during a hurricane . Lt. Dan on the rigging , shouts and shakes his fist as he is pelted by wind and rain .Forrest slides back and forth as he attempts to steer the boat .

The anchorman is standing in front of the ruined pier and boats .

Forrest 's boat comes down the river .FORREST 'S BOAT - DAY Lt. Dan and Forrest empty their net . A huge catch of shrimp falls onto the deck . Lt. Dan opens another big catch . Another catch drops open on top of yet another huge catch . Forrest and Lt. Dan smile .

The man sitting on the bench listens to Forrest . An ELDERLY WOMAN sits next to the man .The man laughs as he walks away .Forrest shows her the cover of a `` Fortune '' magazine with Forrest and Lt. Dan on the cover .The elderly woman looks at the magazine and at Forrest with surprise .

Well, I thought it was a very lovely story. And you tell it so well. With such enthusiasm.

Why, you do n't need to take a bus. Henry Street is just five or six blocks down that way.

Forrest and Lt. Dan are working on the boat .Forrest looks a little surprised . Lt. Dan smiles , then looks away . Lt. Dan pulls himself out of his chair to the railing and jumps into the water .

Forrest and Lt. Dan have dinner on the deck . The television shows an assassination attempt on President Gerald Ford .Forrest dives into the water as he reacts .

Forrest carries a suitcase as he runs down the road . Forrest runs past the row of mailboxes and turns into the drive . Louise and others are on the front porch .

Forrest opens the door , the doctor stands next to Mrs. Gump in bed .The doctor looks down at Forrest 's legs .The doctor leaves and closes the door . Forrest takes off his hat and steps over to her .

The elderly woman and Forrest sit . The woman is crying and wipes her eyes with a hankie .A bus stops . Forrest looks at the elderly woman .

Forrest rides a lawn tractor as he moves the football field lawn .

The sign reads : `` Four Square Baptist Church . '' A new cross is placed on the steeple . New furniture is taken inside .

The sign reads : `` Gump Medical Center Bayou La Batre , Alabama . '' The ribbon - cutting ceremony .

A postman delivers a letter to Bubba 's mom . She opens the letter .She is surrounded by her many children . She looks at the check and faints .

Forrest looks down the road as he steps onto the porch .Jenny 's image walks , then vanishes . Forrest looks away . He turns and walks into the house .

Forrest and Jenny walking .Jenny 's old house stands at the end of the dirt road . It appears to be deserted . Jenny walks toward the house and stops . She stares at the house . Forrest walks toward Jenny . Jenny suddenly heaves a rock angrily at the house . She throws other things at the house .She breaks a window . Jenny collapses to the ground and sobs . Forrest knees down next to her .

Forrest closes his eyes as he sits on the porch . Jenny places a box of Nike running shoes in his lap .

Through the windows , Forrest and Jenny are dancing as it rains outside .

Jenny and Forrest sit on a log together and look at the river . Jenny places her arms around Forrest .The fireworks explode in the sky .

The Statue of Liberty is shown on the TV . Fireworks go off . Forrest and Jenny are watching the 4th of July celebration on TV .Jenny stands up and kisses Forrest on the cheek .Jenny turns off the TV and walks outside . Forrest stands as he puts down his Dr. Pepper . Jenny walks toward the stairs .Forrest turns and walks toward the door . Jenny turns and walks up the stairs . Forrest stands outside .

Forrest lies in his bed as the door opens . Jenny gets into bed next to Forrest .Jenny and Forrest kiss . Jenny takes off her nightgown as they make love .

The cab drives away as Forrest is asleep in his bed . The Congressional Medal lies on a table by a ping - pong paddle . Forrest holds a glass of milk and wears his bathrobe . He looks at the medal he had give to Jenny . Jenny 's bed is made . Forrest stands in the doorway looking at the room and bed where Jenny had been .

Forrest sit on a rocking chair with his running shoes on . He is still , as if in a trance . He slowly puts on his Bubba - Gump cap . Forrest stands . He walks off the porch . He begins to jog across the lawn . His speed increases as he runs farther away . Forrest runs down the drive away from his house .Forrest runs to the end of the drive , then turns right and runs down the highway .

The three men sit as they watch the television . Forrest runs through the main street of town .

President Carter, suffering from heat exhaustion fell into the arms of security agents.

For more than two years now, a man named Forrest Gump, a gardener from Greenbow, Alabama, stopping only to sleep, has been running across America.

Moments ago, at two twenty - five p.m., as President Reagan was leaving the Washington Hilton Hotel.

five or six gunshots were fired by an unknown would - be assassin. The President was shot in the chest and the assailant was immediately tackled by a half a dozen lawmen. As the Presidential.

The sign reads `` Entering Greenbow County . ''Forrest runs by a sign that reads `` Mississippi welcomes you . The Magnolia State . ''

The sign reads `` Santa Monica yacht harbor sports fishing - boating - cafes . '' Forrest runs under the sign and onto the pier .

Forrest runs to a pier at the Atlantic Ocean .Forrest runs across the pier . A lighthouse stands at the end of the pier .

Forrest is running along the highway . Forrest runs down a road between field of wheat . A Mountain river . Forrest runs across a cobble - stone bridge . The Rocky Mountains are behind him in distance . Forrest runs through some meadowland . Split rail fences line the road .

Jenny fills customer 's coffee cups .The TV shows Forrest runs across a bridge that reads `` Mississippi River . ''

I mean, it was like an alarm went off in my head, you know. I said, here's a guy that's got his act together. Here's somebody who's got it, all figured out. Here's somebody who has the answer. I'll follow you anywhere, Mr. Gump.

The young man jobs behind Forrest .Forrest runs up a slope on a high mountain road . A group of people are jogging behind him .A large group jogs behind Forrest across the desert road .

Forrest and his followers job through a small town . A man runs up and talks to Forrest .The hippie jumps over the `` dogshit '' as he runs along Forrest .The hippie stops to ponder this profound thought .A bumper sticker reads `` Shit Happens . ''The truck with the bumper sticker drives into an intersection . It collides with a car .

Hey, man, hey, listen. I was wondering if you might help me, huh? Listen, I'm in the bumper sticker business and I've been trying to think up a good slogan. And since you have been such a big inspiration to the people around here, I thought you might be able to help me jump into. Whoa! Man, you just ran through a big pile of dogshit!

Forrest runs , followed by his group , as a man runs up to him .A truck splashes mud onto Forrest as it goes by . The man hands Forrest a yellow T - shirt to use as a rag to wipe the mud off .Forrest wipes his face on the towel and hands it back to the man .The man looks at the T - shirt . He holds it up displaying the `` Happy Face . ''

I think it would be really fortunate for me if I could get your name on these, oh, your face and name on these T - shirts. It would be wonderful.

Forrest runs with a group that follows behind him .Forrest stops running . The group stops behind him . Forrest stands and looks as the group waits expectantly . Forrest turns and look .Forrest walks toward the group . The group parts for Forrest as he walks down the middle of the road .A television shows President Reagan and his staff as they react to gunshots in front of a limo .

Forrest sits eating a sandwich , watching the news of the assassination attempt .

Forrest takes the letter out of his pocket .The elderly woman looks at the letter .Forrest hastily grabs his suitcase and letter as he stands .Forrest runs , the elderly woman shouts from the bus stop bench . A truck honks its horn as Forrest runs across the street past the truck .

Jenny opens the door .Jenny shuts the door . Forrest looks around .Forrest hands Jenny the box of chocolates .Jenny picks up a scrapbook and turns the pages .There is a knock at the door . LYNN MARIE enters as she opens the door .Jenny grabs a young boy .Lynn Marie closes the door and waves bye to Forrest .The little boy runs into other room and picks up TV remote control .Forrest continues to stare at Forrest Jr. . Forrest then looks frightened and starts to back away .Jenny turns and looks at Forrest Jr. in the other room .Forrest breathes deep . He looks at Jenny , then at Forrest Jr. .Forrest walks into the room and sits down next to Forrest Jr. `` Sesame Street '' is on the TV .

Well, it's the first stage. Bert. It's planning to write a story, Bert. I have pencils right here to write with, Bert. Now, we got, uh, paper. I'll take that paper, Bert. See, we have the paper to write on.

`` But he was n't quite sure. Everywhere they went, the new guests.

I'm gon na show that for show - and - tell because grandma used to read it to you.

Forrest and Jenny sit on a bench . Forrest Jr. swings behind them .

A group has gathered on the lawn for the wedding . Louise walks up to Forrest .Jenny walks out of the house . Forrest walks over to greet her . She wears a white dress . She walks up to Forrest and adjusts his necktie .Lt. Dan is walking across the lawn . He uses a cane . A WOMAN is walking next to him .Jenny walks over to Forrest and Lt. Dan .Lt. Dan lifts his pant leg to display his metal leg .Susan shakes Forrest 's hand .Jenny steps forward and kisses Lt. Dan 's cheek . The group is seated as they watch Forrest and Jenny take vows on the front lawn . Forrest Jr. stands next to Jenny .The wind blows fallen leaves across the ground . Jenny , Forrest , and Forrest Jr. walk toward the house . They all hold hands as they walk .

Do you, Forrest, take Jenny to be your wife? Do you, Jenny, take Forrest to be your husband? If so, I pronounce you man and wife.

Forrest steps into Jenny 's bedroom . He carries a tray with breakfast on it . Forrest looks at Jenny as she sleeps . Slowly she wakes up and looks at Forrest .Forrest sets the tray down next to Jenny as she sits up in bed . Forrest opens a window , then sits down next to the bed .

Forrest looks up into the sky as the rain stops . Forrest removes his helmet . The stars emerge from behind the clouds .

Forrest stands on his boat and looks at a deep orange and red sunset .

Forrest runs along a highway . A lake reflects the mountains and the sky .

Forrest runs along a desert highway . The morning light casts an orange glow over the desert .

Forrest looks at Jenny . Jenny looks out the window .Jenny reaches over and takes Forrest 's hand .

Forrest stands under the old oak tree where Jenny has been buried .Jenny 's grave marker . Forrest tries to hold back his tears .

Forrest watches as Jenny 's dad 's house is knocked down by a bulldozer .

Jenny 's grave marker reads : JENNY GUMP July 16 , 1945 - March 22 , 1982 Beloved Mother , Wife and Friend

Forrest tries to teach Forrest Jr. how to play ping - pong .Forrest Jr. serves the ball , causing Forrest dive and miss it .

Forrest looks down at the grave marker .Forrest places the letter down at the grave marker , next to fresh flowers . The name on the envelope reads : `` Mom . '' Forrest steps back and looks down at the grave .As Forrest walks away , a flock of birds flies overhead and lands in the tree . Forrest turns and watches .

Forrest walks with Forrest Jr. for the bus . The bus drives toward them .Forrest pulls `` Curious George '' out of Forrest Jr. 's backpack .Forrest looks at the book . The feather from the beginning of the movie drops out of the book , unnoticed .The bus comes to a stop . The door opens .Forrest puts the book back into Forrest Jr. 's backpack and hands it to him .Forrest Jr. walks toward the bus . Forrest stands up .Forrest Jr. looks into the bus and at the bus driver . It is the same bus driver , only older now , who drove Forrest to school when he was a young boy .Forrest Jr. looks over and waves to his father . Forrest nods approvingly . Forrest Jr. gets on the bus . The bus pulls away . Forrest stands next to the mailbox . Forrest sits down . The camera cranes down , revealing the feather as it lies at Forrest 's feet . A gust of wind picks the feather up . The feather floats up into the air . Forrest sits at the side of the road . The feather floats higher into the air . The feather soars up into the sky and travels up and down , then covers the camera lens . THE END

T H E W I T C H by Robert Eggers CHARACTERS: WILLIAM, an English farmer KATHERINE, William's wife THOMASIN, their eldest daughter CALEB, their eldest son JONAS, their son, Mercy's twin MERCY, their daughter, Jonas' twin SAMUEL, a baby, their youngest son, born in The New World THE WITCH FOWLER, William's dog, friend to Caleb BLACK PHILLIP, William's Billy goat, friend to Jonas & Mercy BURT, William's workhorse Nanny Goats, Hens, and a Rooster THE MINISTER THE GOVERNOR THE DEPUTY GOVERNOR A congregation of Puritans, Militia men, Traders and Trappers TO THE READER: This is a tale of witchcraft, told as a simple family of seventeenth century New England might have believed it to be. All of their folkloric and religious beliefs, in this film, are true. It was inspired by various folktales, fairytales and recorded accounts (journals, diaries, court records etc.) of historical witches and possessions from New England and Western Europe before the Salem outbreak in 1692. Much of the dialogue, in fact, comes directly from those sources. In order to effectively depict this world in which ordinary people understood supernatural occurrences to be an expected part of life, it is essential that all aspects of the film to be carried out with utter naturalism. The characters must appear as real farmers, not actors with dirty faces. Even the supernatural elements must be photographed as realistically as possible. Yet, with all this authenticity and "realism," it is still a folktale, a dream. A nightmare from the past. BLACK. TITLE: T H E VV I T C H. A New-England Folktale. INT. MEETING HOUSE. SALEM PLANTATION - DAY - 1630s - MARCH CLOSE ON: THOMASIN (13) listening attentively. Her sweet farm- girl's face is utterly still. Afraid. Tense. Confused. A low, deliberate, voice echoes through the wooden church:CLOSE ON: CALEB (11), THOMASIN'S brother. He doesn't blink, just listens. Fear in his belly.Was it not for the pure and No More! faithful dispensation of the Gospels and the Kingdom of God?MEDIUM WIDE: THOMASIN & CALEB stand in a row beside the TWINS, JONAS & MERCY (5) and their PREGNANT MOTHER, KATHERINE, WHOSE FACE WE DO NOT SEE. JUST THE CHILDREN.WIDE, REVERSE: WE REVEAL THE GOVERNOR, THE MINISTER AND OTHER BLACK CLOTHED DIGNITARIES sitting at a long table on a raised platform in front of the pulpit. Their dour faces are exasperated. WILLIAM, back to camera, stands below them in the center of the primitive church. His family by his side. The whole congregation of about fifty men, women and children are all crammed together, all standing in heavy silence. Men on one side, women on the other. Their eyes on WILLIAM.Pause.CLOSE ON: WILLIAM's eyes burn indignantly below his furrowed brow.He turns to walk out of the meeting house.MED: THE CHILDREN, scared and confused, are yanked through THE THRONG OF ANGRY PURITANS by their FATHER AND MOTHER. THOMASIN stays still. Shocked.THOMASIN doesn't move. She doesn't want to leave. Her brother grabs her in the commotion.

What went we out into this wilderness to find? Leaving our country, kindred, our father's houses? We have travailed a vast ocean... For what?

I cannot be judged by false contented Christians under an un- separated church! An English king's church.

Must you continue to dishonor the laws of the commonwealth and the church with your prideful conceit?

There was never - I'd not - They'd not baptize outside the congregation -

Peace. You'll wake 'em. Peace. I'll take the horse to village tomorrow with Thomasin. The Tildens or the Whytings, they can make use of her. They are good folk. Kate. Kate. Stop. We will find food. I know it.

No ease to rise on a grey day. The Devil holds fast your eyelids.

We can search no longer, Caleb. We cannot. If not a wolf, hunger'd have taken him yet.

I've been a-laying traps for some while - before even this new misery.

This is our home now. Fear it not. Eh? Did not we build our house of timbers?

Well-remembered Caleb. Very well. And canst thou tell me what thy corrupt nature is?

Look you, I love thee marvelous well, but 'tis God alone, not man, what knows who is a son of Abraham and who is not. Who is good and who is evil.

Fain would I tell thee Sam sleeps in Jesus, that thou wilt, that I will, but I cannot tell thee that. None can.

I keep an unfeigned grief for the want of grace. I can do no more.

From Indian Thom and Old Slater, when last they passed through. Move it thither.

When we have brought her home that damnèd wolf, she will be glad on it and all shall be known. But now 'twould be a greater burthen on her heart.

Be a good lad and fetch some water for Mother. Stray not from the brook.

...and forgive us the sins we have this day committed against thee...

Free us from the shame and torment which are due unto us for them. We beseech thee, increase our faith in the promises of the gospel, our fear of thy name, and the hatred of all our sins; that we may be assured that thy Holy Spirit dwells in us, that we might be thy children in thy love and mercy.

For as we hunger for this food of our bodies, so our souls hunger for the food of eternal life. Finish soon our days of sin, and bring us to everlasting peace through the purifying blood of thy son, our Lord and only Saviour Christ Jesus.

We must find some light in our darkness. To-morrow we will have a fast day but for our sins.

List me Kate, I fear thou lookst too much upon this affliction. We must bend our thoughts towards God, not ourselves.

He hath never taken a child from us. Never a one, Kate. Who might earn that grace? We have been ungrateful of God's love.

No. He hath taken us into a very low condition to humble us and to show us more of his grace.

Tis a days ride and I have not a horse. There is not time to be lost.

Be it so. The moon is bright. Rain bothers me not. I'll be back in a two day -- If any a man will return with me.

I did want it a surprise, twas why I kept silent. I will trap that wolf. Stop! Stop Kate!

What witch? Who is it that does this then? Who? Thy thoughts are as a child.

We'll back to the plantation in the morn. Find a good family for Thomasin. Take Caleb to the Doctor. He will find whether this be some natural ill or no.

Yet we cannot return beggars. We will scour the field. There may be some fruit yet untouched by this rot.

The little corn with the goats, can fetch a fair price. We'll back with Caleb, sell em, then return with a horse for the twins and Thomasin.

What? What? What dost thou want!? Tell me and I'll give it thee!

We are children of sin all, yet I tell thee, I have raised up no witch in this house.

Let us pray, then we need fear nothing. We shall never lie open to the wicked one.

This tree will be lovely come spring. Remember when we came hither?

Next year I'd have sewn a wheat field. Started at this tree and ended thither. We'd have been a proper farm then. I'd have bought us a great fat milk cow, finished us the barn...

Tomorrow, I cannot keep secret of this, a council will be called and thy life is... thy life...

I saw it. I have been blind Thomasin. Caleb disappeared with thee!

And who then found him, naked as sin, pale as death and witched!?

Jesus Christ can unwitch us if you will but speak the truth to me. As I love thee, speak truth!

She is no witch, Katherine. What is the cause, daughter? Tell thy mother.

Wake. Wake from this. Did ye make some unholy bond with that goat? Speak if this is pretense!

Dissemblers! Grave pretenders all. Hear me this: I will not play a fool to children's games!

Fetch the billhook Wife and I will smite thee Jonas as Abraham would have done his seed!

If that old billy be The Devil, I would have danced with him myself.

Ill break thee out upon the dawn, and we'll set back to the plantation.

O my God, I am false. I am bemired with the filth of pride. I am. I know it. Dispose of me as thou wilt, yet redeem my children.

I lie before thee a coward and thine enemy and lick the dust of thy earth.

I beg thee wash them clean in thy blood. I beg thee my Christ... save my children. Save them. I beg thee...

I will confess Jehovah with all heart in secret and in assembly of the just.

What's the matter with thee, Thomasin? What's the matter with thee?

I'll not be left here alone. Dost hear? The morning's work is well behindhand. Where were you?

I like you not outside the farm. Even to the valley. Dost hear me?

How thou couldst lose my father's silver wine cup in this hovel, I cannot know.

Was not Christ was led into the wilderness to be ill met by the devil?

How dare you chide me on a cup? Tis not for vanity that I am grieved of it.

What's the matter with thee Thomasin? What's the matter with thee?

Twould be better to go to the village and raise up help. I cannot bear -

You have broken God's covenant. You are a liar. And you have lost another child.

And kill thyself too? Will Jonas be the man of the house? Will you damn all your family to death?!

Let it wait till the morrow. They dare not scape with this rain.

Dost remember John Kempe's boy? That first winter, he was tormented of Indian magic.

I never wished to be a shrew to thee. I have become as Job's wife, I know it, but since Sam, since... My heart has turned to stone.

I had dreamed once - twas when I was of Thomasin's years - that I was with Christ upon earth. I was so very near him and in many tears for the assurance of the pardon of my sins and was so ravished with his love towards me, I thought it far exceeding the affection of the kindest husband. The impression of it was so deep in my heart, when I waked, my pillow had turned to tears.

And, since Samuel disappeared, I have such a sad weakness of faith that I cannot shake it. I cannot see Christ's help as near. I pray and pray but I cannot . . . I fear I cannot ever feel that same measure of love again.

The Devil is in thee and hath had thee. You are smeared of his sin. You reek of Evil. You have made a covenant with death!

Did you not think I saw thy sluttish looks to him, bewitching his eye as any whore?

His coarse hand holds an EAR OF INDIAN CORN. His wide-brimmed hat is in the other. THE CORN IS SHRIVELED, HALF GROWN AND ROTTING. A DISGUSTING MALIGNANT FUNGUS is bursting between its kernels.

Adam's sin imputed to me, and a corrupt nature dwelling within me.

My corrupt nature is empty of grace, bent unto sin, only unto sin, and that continually.

But you and Mother... You have made covenant. You have a place in Heaven.

In the valley. I had thought I had seen an apple tree in the valley. Father brought the gun, for if we glanced that wolf again-

Father wanted it a surprise to cheer you, and so... but, there were none. I thought I had seen them.

If thou wilt back to sleep, and keep silent of this, I promise thee, you'll need not leave to serve the Tildens nor any family else.

Tis not pity for thee, so chide me not. I'll be back by mid-day.

O God my Lord, I now begin, O help me and I'll leave my sin. For I repentant now will be, From evil I will turn to thee. None ever shall destroy my faith, Nor do I mind what Satan saith.

She's upon me, she kneels.. my belly... my bowels, she pinches... scratches.

She desires of my blood. She sends 'em upon me. They feed upon her teats, her nether parts. She sends 'em upon me.

Cast the light of thy Countenance upon me. Spread over me the lap of thy love.

Wash me in the ever-flowing fountains of thy blood. Let me ever be with thee. Wholly thine I am, my sweet Lord Jesus.

O my Lord, my love! Kiss me with the kisses of thy mouth, how lovely art thou! ...thy embrace!

The view of the pitiful, snow-covered MEDIEVAL-LOOKING VILLAGE disappears as TWO MILITIA MEN slowly close the plantation's tall PALISADE DOORS. A FEW NAUMKEAG TRADERS with painted faces and A ROUGH LOOKING WHITE MAN stand near by with their goods. THOMASIN, CALEB, THE TWINS, and FOWLER THE DOG, watch the doors close as they rock back and forth sitting in a rickety two-wheeled CART. WILLIAM walks alongside the workhorse pulling a cart strapped with a trunk, a chair, clinking pots and pans and few other miscellaneous articles. Surely not enough to survive on. KATHERINE, sits in the cart with the children. She sings:THOMASIN rests her head on KATHERINE'S PREGNANT BELLY. KATHERINE strokes THOMASIN'S hair. THOMASIN LOOKS BACK TOWARD THE PLANTATION. THOMASIN joins her hymn:EVERYONE joins:All but WILLIAM keep their eyes on the safe PLANTATION WALLS as they head into a VAST UNTOUCHED WILDERNESS. Their song of hope slowly fading away. Hold.

Great are the works of our Lord, sought out of all that in them do delight.

Beautiful and glorious his work is, and his righteousness endureth forever...

THE FAMILY as they travel slowly in the light March snow. Nature envelopes them. They walk on. And on. Hold. BLACK.

WILLIAM LIES FACE DOWN ON THE HALF FROZEN GROUND. HIS EYES CLOSED. He sits up, the warm afternoon light hitting his hopeful, teary cheeks. He lifts his hands toward heaven. The wind blows. KATHERINE takes his hand. THE FAMILY is in a circle, on their knees, in joyful, silent prayer. Their faces beaming. Before them is a BEAUTIFUL, IDYLLIC NATURAL CLEARING OF ROLLING HILLS... but... the clearing is surrounded by a FOREST - A DARK AND ANCIENT WOOD. ITS ENORMOUS PINES STAND LIKE GIANTS ABOVE THE FAMILY. THE PRESENCE OF THE WOOD IS PROFOUND, DISTURBING, OMINOUS. But the family is wrapped in prayer. BLACK. HOLD. AUDIO: The wind blows.

It is now late autumn. Anorexic CORNSTALKS are scattered across a muddy field. A FLEDGLING FARM sits on top of a hill at the foot of THE WOOD. MONSTROUS TREES loom over THE RAMSHACKLE COTTAGE. Its crooked clapboards to are beginning to grey and the gabled thatch to brown. Behind the house are a few shoddy structures and scrap-wood fences for keeping in the small amount of livestock. The frame of the INCOMPLETE BARN looks as if it will collapse at any moment. Tools and raw lumber littler the yard.

CLOSE ON: THOMASIN. Her large blue eyes gaze earnestly toward heaven. Her chin rests on little dirty fingers. She says her words with surprising acceptance:

O most merciful father: I here confess I have lived in sin. I have been idle of my work, disobedient of mine parents, neglectful of my prayer. I have, in secret, played upon thy sabbath and broken every one of thy commandments in thought... followed the desires of my own will, and not the holy Spirit. I know I deserve all shame and misery in this life, and everlasting hell-fire. But I beg thee, for the sake of thy Son. Forgive me. Show me mercy. Show me thy light.

I thank thee that thou hast defended me this night, and brought me safe unto this day. These and all other graces, I beg at thy hands in that prayer which Christ himself hath taught me:

I was and I bade them help me and they paid me no mind. I was a- getting -

Caleb, I meant no harm. What's the matter with thee? Come hither. What's the matter?

I have seen no apple since we went from England. I would thou hadst found em. I so wish for one.

Why is't when thou dost a wrong, I am a-washing Father's clothes like a slave, and thou art playing idle?

I am that very witch. When I sleep my spirit slips away from my body and dances naked with The Devil. That's how I signed his book.

He bade me bring him an unbaptized babe, and I stole Sam, and I gave him to my master. And I'll make any man or thing else vanish I like.

It is, thou thing! How I crave to sink my teeth into thy pink flesh.

If ever thou tellst thy mother of this, I will witch thee and thy mother! And Jonas too!

We had glass windows in England. We have not been hither so long that you can forget that?

Dost not remember Fowler laying on the floor i'the sun? You must! And the curious-curled shadows upon his back...?

You do! And where the sun would shine, would he warm himself.(to Fowler) Wouldn't you, thou idler?

Remember once he lay upon the table, and Father saw him and he saith "we will have him for meat! Kate, Kate! We will roast this beast"(she laughs). You must remember that!

You took Caleb to The Wood and let me take the blame of that too. You confessed not till it was too late. Is that truth? You let Mother be as thy master! You cannot bring the crops to yield! You cannot hunt! Is that truth enough?

Ask them. They spend all day long babbling to that horned beast. They know well his voice.

The Adversary oft comes in the shape of a he-goat. And whispers. Aye, whispers.

Was't a wolf stole Sam? I never saw no wolf. Mercy told me herself by the stream "I be the witch of the wood!"

Jonas and Mercy... they made covenant with The Devil in the shape of Black Phillip.

MED CLOSE: KATHERINE BREAST FEEDS SAMUEL, THE BABY, now 6 months old.

Our Father which art in heaven, hallowed be thy Name. Thy kingdom come.

Thy will be done even in earth, as it is in heaven. Give us this day our daily bread.

And lead us not into temptation, but deliver us from evil: for thine is the kingdom, and the power, and the glory for ever. Amen.

WIDE: WILLIAM AND CALEB have their backs to camera working in a patchy, dying cornfield. Their clothes now well worn. WILLIAM cuts the corn from the stalks. CALEB bundles the chaff into shocks. JONAS AND MERCY fill baskets of with the ears of corn. It is hard repetitive work for all. But they are used to it.

MED WIDE: THOMASIN shovels dung out of the shed. It is heavy. But she is used to it.

MED TRACKING: KATHERINE hands THE BABY to THOMASIN. KATHERINE needs both of her hands to stoke the fire of the outdoor bake-oven. THOMASIN walks away with SAM THE BABY, disappearing into the cloud of grey smoke.BLACK. AUDIO: THE BABY'S LAUGHTER is heard. Then, THOMASIN'S playful voice:Peeeeeeep... CUT TO:

CLOSE ON: SAMUEL, THE BABY, is lying in the grass. He is stunned, smiling with huge baby eyes and a little wet mouth. HE SQUEALS WITH LAUGHTER! Too adorable!SAMUEL laughs more and more. He is clearly being tickled! CUT TO: BLACK. SAMUEL'S laughter subsides. He breathes heavily, almost panting. He lets out a quiet half-laugh. He sounds worried.CUT TO:CLOSE ON: SAMUEL. He shrieks with laughter again! He raises his arms up and down in delight and kicks his legs. CUT TO: BLACK.(pause).CUT TO: LOW CLOSE ON: THOMASIN, kneeling on the ground. She uncovers her big sparkling eyes in the "peek-a-boo" fashion and shouts:Her rosy-cheeked face is frozen in joy. Suddenly, her eyes register what is in front of her... Her compelling smile disappears... Her face loses all color...CUT TO: CLOSE ON: Nothing. The dead grass where SAMUEL had been lying. All is silent except for THOMASIN'S panicking breath. Where is he? The wind blows. THE CAMERA slowly tilts up through the tall grass and weeds, toward...

The wild grass that leads to the edge of THE WOOD is MOVING SLIGHTLY, as if something had just run through it. THOMASIN screams:THOMASIN runs into frame and stops, STARING INTO THE OPENING OF THE PRIMEVAL FOREST. IT SEEMS TO BECKON HER. SAM!!!

The autumn mist is thick. Boney-fingered branches crack in the wind. A SMALL HUNCHED FIGURE in a tattered RED CLOAK hobbles quickly through the enormous mossy trees. A distorted old breath comes from under THE RED HOOD, wheezing, trying to keep pace. From a little lower in the cloak comes the sound of a gargling BABY. One of SAMUEL'S HANDS pokes out. Dusk is at its end.

DARKNESS. It is almost impossible to see. Passing through the shadows, extremely old and bent HANDS with long dirty talons briefly catch the firelight. They place SAMUEL upon the center of a crude table. Overwhelmed by the dark, he senses the danger. His delicate baby FINGERS open and close reflexively, grasping at the air. Seen in flickering glimpses, the greasy RED CLOAK falls to the dirt floor. TINY FEET step around THE CLOAK and kick off square-toed shoes. Jagged, fungal toe-nails poke out of soiled wool stockings. THE OLD HANDS grab the BABY'S COLLAR, tear open his linen shift, and strip it off the child. SAMUEL starts to cry. THE FIGURE steps away from the table, her back to camera. Hobbling in and out of blackness of the hovel, she takes off her bonnet and scanty grey locks fall to her shoulders, snaking across her bent spine. She removes the rest of her filthy clothes, and for an instant, HER NAKED BODY is revealed... before she moves back into shadow. HER HANDS reach up to the low THATCH CEILING, over THE BABY, and tear out a mossy clump. Little bits of dirt and reed, and other natural scantlings fall on SAMUEL. BRIGHT MOONLIGHT shines through the hole, bathing the child in its light. OFF SCREEN, THE OLD WOMAN hums a haunting song. Her HANDS stroke the baby tenderly and pinches the fatty areas around his thighs and biceps. Her HAND take a LARGE RUSTY KNIFE... she holds it up over the child's breast... she continues to hum her song... CAMERA ON: The humpback and scabby head of THE OLD WOMAN... She brings the knife up... and then down in a swift motion! (WE DO NOT SEE THE BABY, only the back of THE OLD WOMAN) AUDIO: CHOP! THE BABY WAILS. - LATER Back to camera, THE OLD WOMAN'S SILHOUETTE sits by a low- burning fire. She grinds at her MORTAR AND PESTLE. One can easily assume its contents. Scattered beside her are a messy assortment of EARTHEN JARS. Each jar emits a more awful stench than the other. - LATER THE FIRE IS OUT. Illuminated in the dimmest traces of moonlight, THE OLD WOMAN has A THICK BLOODY GREASE in her hands. She rubs this UNGUENT all over her NAKED BODY. - MOMENTS LATER She rubs THE UNGUENT on THE WOODEN HANDLE OF A BROOMSITCK. It foams around her thumb and forefinger. - MOMENTS LATER CAMERA ON HER BACK: Barely visible, THE NAKED OLD WOMAN stands near the hearth. She mounts THE BROOM. She is still. Suddenly, her head moves. First a jerk, then it slows. Her gaze going upward. Her eyes roll to the back of her head and her eyelids flutter in and out of the moonlight. Her face remains unseen. SHE TREMBLES AND COLLAPSES TO THE GROUND. SHE BREATHES HEAVILY AND RHYTHMICALLY, GROANING AND GROANING, TREMORING IN THE DIRT AND DARKNESS. SHE GRIPS THE BROOMSTICK FIRMLY.

LOW WIDE: Shadowed by a confusion of twisted branches, THE WITCH RISES AWAY FROM CAMERA - SLOWLY, WEIRDLY, PHANTOM-LIKE - THROUGH THE THATCH SMOKE-HOLE OF HER ROOF, ASCENDING INTO THE NIGHT TOWARD THE MOON. Her naked body scrapes against the branches, clicking, clacking and cracking as she rises. "Clickety-clackety, clickety-clackety, clickety-clackety." BLACK. HOLD. AUDIO: A rooster crows. Other quite farm noises.

A WOODEN SHUTTER is unlatched from a small glass-less window. A WOMAN'S MUFFLED CRYING AND MUMBLING IS HEARD. Dim dawn light hits CALEB'S gaunt, freckled face. His light eyes are full of worries. Painfully anxious. The dawn glows red. CALEB picks up his homespun doublet. He stumbles quietly over and through the pile of sleeping SWEATY-FACED SIBLINGS and straw mattresses on the floor. Dwindling food stores hang from the pitched ceiling, almost knocking his head. MERCY is curled up with JONAS, who sucks his thumb. THOMASIN has JONAS' DIRTY FEET near her FACE. As CALEB takes a big step, THOMASIN moves in her sleep. CALEB looks down and notices THE SIDE OF HIS SISTER'S BREAST in her somewhat open shift, and her faint armpit hair. Pause. Embarrassed, CALEB looks away. THOMASIN moves again. Blankets rustle. CALEB look back: THOMASIN'S face is contorted in pain. Her eyes twitch under her eyelids. SHE IS HAVING A NIGHTMARE. CALEB hesitates. He kneels down and gently shakes her shoulders:CALEB shakes her again...THOMASIN'S EYES OPEN and she gasps clenching her fists. CALEB puts his hand gently over her mouth. She jerks, disoriented. CALEB pantomimes a "shh" with his other hand. They pause. THEY LISTEN TO THEIR MOTHER'S WEEPING AND PRAYING from downstairs... CALEB uncovers THOMASIN'S mouth. She looks at him. Pause. THOMASIN'S face is as mournful as their mother's weeping. Her eyes beg for comfort.CALEB keeps his eyes on his sister till she reluctantly lies back in bed. Then, he climbs down the rickety ladder to...

... the ground floor of the family's extremely primitive one- room home. The stench of squalor and smoke hangs in the air. FOWLER THE DOG, is near an EMPTY WOODEN CRADLE. He is up too. CALEB steps over his parent's chamber pot, and pushes a wandering HEN away from his shoes that are near his parent's bedside. He can still hear his MOTHER crying softly from behind the shabby bed curtains. THE DOG whines and tries to peek in. CALEB turns his head to the door and puts on his doublet. THE FRONT DOOR is half open...

CALEB walks out the door... past a TALL PILE OF STACKED FIREWOOD... past the chopping block and AXE...

... He continues toward THE SILHOUETTED FIGURE at the bottom of the hill in the CORNFIELD. It's WILLIAM. CALEB approaches tentatively. He gently touches WILLIAM'S shoulder... He is startled and turns: He sees his son out of the corner of his eye, peeking through his long thinning hair. HE TURNS AWAY. His smoky voice rumbles:CALEB tries to initiate contact.CALEB looks surprised.WILLIAM looks at the ground.Pause. WILLIAM looks at the devastated cornfield. Disfigured corpses of infected corn-ears lay upon the grey soil. WILLIAM THROWS THE EAR OF CORN HE HAS BEEN HOLDING WITH ALL HIS MIGHT. It disappears into the hazy dawn.CALEB looks very surprised.Pause.WILLIAM smiles hopefully at CALEB again and touches his bare head. CALEB smiles back and runs toward the house.

WILLIAM is only a small speck beneath the THREATENING TREES. The thick trunks moan and creak, swaying ever so slightly in the wind. He walks quietly into the darkness of THE WOOD. CALEB stands still, several paces back with FOWLER THE DOG. HE HOLDS HIS FATHER'S MUSKET. CALEB looks up at the high treetops, afraid to enter. FOWLER whimpers a little. WILLIAM calls from within:Caleb catches up and crosses THE FORBIDDEN THRESHOLD.

Father and son walk in the early morning mist, FOWLER by their side. Their wooden powder flasks clink and clatter against their bony chests. Grey leaves crunch beneath their feet. A dense pine canopy bristles above them, shadowing the forest floor. CALEB'S LESSON echoes through the trees:CALEB wants to be serious, however, with all the danger and excitement a small but uncontrollable grin has appeared on his face. He recites with pride:CALEB pauses for a moment. THE WORDS OF HIS CATECHISM SINKING IN.They come upon a LARGE OVERTURNED TREE. Its sprawling root system is far taller than WILLIAM. CALEB watches WILLIAM find a TRAP he had laid near it. WILLIAM kicks THE TRAP softly with the toe of his boot. IT IS SHUT. THERE IS NO CATCH. WILLIAM hides his disappointment.CALEB goes to the trap. He stops himself from touching the big iron teeth. He looks imploringly at his father. May I set it? WILLIAM nods and smiles affirmatively. CALEB bends down to open the jaws. He struggles a bit.CALEB slows his work... thinking again:WILLIAM pauses. He nods "yes." CALEB was expecting that answer.Pause.- CALEB He hath disappeared not one week past, yet you and Mother utter not his name.WILLIAM Tell thee what? He is gone, Caleb. CALEB (overlapping) Is he in hell?CALEB Mother will not stop her prayer... WILLIAM Hand me that engine! CALEB An if died? If I died this day? WILLIAM What is this? CALEB I hold evil in my heart. My sins are not pardoned. WILLIAM Thou art youngly yet - CALEB (overlapping) An if God will not hear my prayers?CALEB (overlapping) Tell me!CALEB looks down and starts fiddling with the trap again.CALEB keeps his eyes on the trap.Very long pause.It is clear from CALEB'S face that this was not something to be traded.

CLOSE ON: THOMASIN staring forward intensely. Curious. Cautious. Behind her, MERCY rides JONAS like a horse. JONAS makes GOAT NOISES. THOMASIN stands in front of her parents' bed. The curtains are still closed. She walks forward slowly and peeks in through some frayed holes in the curtains: KATHERINE lies on the bed, her hands clenched together, her eyes closed. She whispers an inaudible prayer. A sadder face has never been seen.

CLOSE ON: THOMASIN, still affected by the sight of her mother. She carries a heavy pail of water on her head, bracing it with one hand. She can't hold it up very well and the ground is muddy and upturned. With every step across the farmyard, water sloshes out of the bucket on to her shoulders, soaking her. She shudders with frustration. She puts the bucket down for a moment to wipe her cold nose. She picks it up again and keeps walking. She's used to it, but today it is too much.

THOMASIN shovels dung out of the GOAT-SHED. Nanny goats bleat and walk by her. In the distance, THE TWINS are heard singing nursery rhymes.THOMASIN keeps shoveling. Shoveling.More shoveling... THOMASIN stops. HOLD ON: THOMASIN. Something swells within her. She throws the shovel down in the dungheap and walks away from her work.

THOMASIN kneels at the spot where SAMUEL disappeared. She runs her fingers tenderly through the grass. She looks into THE WOOD. Pause. How could this have happened?

Another trap. Nothing. CALEB looks up at his father. WILLIAM turns around quickly before meeting eyes with his son.

They walk on. CALEB is as anxious as WILLIAM is downtrodden. FOWLER is not with them. WILLIAM puts his fingers in his mouth and whistles a LOUD WHISTLE.Suddenly, FOWLER barks, running through the trees. WILLIAM and CALEB see him. THEY SEE SOMETHING ELSE RUNNING TOO. FOWLER is tracking something!FOWLER points. WILLIAM and CALEB look ahead: AN ENORMOUS LONG-LEGGED HARE HOPS OUT INTO THE CLEARING. THE HARE sits very still. ITS FUR IS COARSE AND ODD. WILLIAM gives CALEB a look instructing him to be quiet. WILLIAM barks at FOWLER:FOWLER runs after THE HARE! He chases it in a wide circle around the clearing. Both running hard as they can. CALEB hands his father the heavy MUSKET.Rushing, WILLIAM spills powder all over the barrel of the gun.He blows at the powder, probably not hard enough. CALEB holds the smoldering length of hemp.The match cord goes out.WILLIAM hold his hand out to CALEB.CALEB relights the matchcord and puts it in place. FOWLER chases THE HARE back to where it first appeared. THE HARE STOPS RUNNING. It breathes softly. FOWLER is panting. THEN, THE HARE TURNS TOWARD WILLIAM AND CALEB... AND STARES. IT STANDS THERE, NOT MOVING, GAZING WITH ITS HYPNOTIC AMBER EYES. FOWLER barks at THE STRANGE HARE. CALEB can't believe the sight! WILLIAM'S finger shakes. IT STARES RIGHT AT WILLIAM AND CALEB AS IF IT WERE ENCHANTED. FOWLER keeps barking ferociously. CALEB watches intently. THE MATCH CORD is burning steady. WILLIAM pulls the trigger: BANG!! THE MUSKET MISFIRES IN WILLIAM'S FACE. THE HARE RUNS AWAY. WILLIAM yelps and puts his hands to his face, falling to the ground.WILLIAM breathes quickly.WILLIAM turns his face into the ground and clenches his fists. His breath slackens. Silence.WILLIAM sits up, but cannot look CALEB in the eye. CALEB puts his hand on his FATHER'S shoulder.WILLIAM gives in and embraces CALEB tightly for a moment. FOWLER wanders over and kisses WILLIAM'S blackened face.WILLIAM lets go of CALEB and stands, making embarrassed grunting noises to pull himself together.

FATHER AND SON walk completely defeated and empty handed. The wind whistles through the trees. The sun is still not shining. CALEB notices THE VEINS ON WILLIAM'S HAND PULSING. Only the crunching of leaves beneath their feet. Crunch, crunch, crunch. CRUNCH, CRUNCH, CRUNCH. (at the same time)Father- Pause.CALEB makes an ambivalent noise that sounds similar to an "Aye." Long pause.CALEB nods.CALEB nods.Pause.CALEB looks at his father. WILLIAM'S mouth stays open for a long pause. Thinking. His hypocrisy clouds his head.

A huge feral-looking BILLY GOAT, with enormous horns and long black hair, bleats and grunts. He bucks wildly, kicking up muck and mud. The young twins, JONAS and MERCY, chase THE GOAT, waving sticks above their heads, laughing and singing:Jump to the fence post Running in the stall Black Phillip, Black Phillip King of all. THE HENS are clucking madly, flapping about. THE NANNY GOATS are crying. BURT, THE WORKHORSE neighs in the small half- built horse barn.

Black Phillip, Black Phillip A crown grows out his head Black Phillip, Black Phillip To nanny queen is wed

Black Phillip, Black Phillip, King of sky and land. Black Phillip, Black Phillip King of sea and sand.

CALEB AND WILLIAM, stumbling over the fence, run into the yard. WILLIAM tries to find a way to cut in and break up the commotion. CALEB flanks him.We are ye servants We are ye men Black Phillip eats the lions From the lions' den.WILLIAM runs in front of THE BILLY GOAT and CALEB pulls THE TWINS aside. Poultry flies wild. THE GOAT runs toward WILLIAM. WILLIAM tries to grab its back legs. He misses, nearly falling down. THE GOAT flies by, chasing the chickens into THE HOUSE KATHERINE runs out of the house, the GOAT heading toward her. KATHERINE shrieks. She runs to THE CHILDREN. WILLIAM AND THE GOAT run into THE HOUSE. A clatter is heard. WILLIAM, THE GOAT, AND SEVERAL CHICKENS BURST OUT OF THE FRONT DOOR OF THE HOUSE.CALEB opens the gate. KATHERINE immediately grabs his arm, tearing him out of the way. She holds him and THE TWINS close to her. WILLIAM drives THE GOAT in to his stall by his legs. THE GOAT KICKS... WILLIAM SLIPS AND FALLS IN A BIG PILE OF DUNG! CALEB AND THE WHOLE FAMILY LOOKS AT HIM. THE BILLY GOAT is calm. He eats some fodder near WILLIAM. Chickens cluck. JONAS and MERCY laugh.CALEB watches his father get up. WILLIAM looks at his wife. Her eyes are cloudy from lack of sleep. She holds CALEB tightly. She's not laughing.WILLIAM rises to go towards her tenderly. She steps back and turns away from her husband. She calls:WILLIAM goes toward her again.THOMASIN comes running to the farmyard out of breath.Beside her JONAS is pulling on MERCY'S cheek. MERCY tries not to laugh.THOMASIN is shut down.KATHERINE kisses CALEB'S head. CALEB WATCHES THOMASIN as she helps her father take off his soiled clothing. THERE IS SOMETHING TOO FAMILIAR IN THE WAY THOMASIN TOUCHES HER FATHER'S BODY AS SHE UNDRESSES HIM. IT IS INNOCENT - IT IS SUBTLE - BUT SHE IS TOO OLD FOR IT. KATHERINE SEES IT TOO. She keeps with the problem at hand:Meanwhile, JONAS continues to pull at his sister's cheek. With every tug MERCY'S eyes widen and he holds back laughter. MERCY can't take it: she lets out a scream, followed by a tearful giggle.JONAS gives another tug on MERCY'S cheek and she screams again.MERCY laughs.MERCY keeps laughing.KATHERINE turns cold and walks toward the house. WILLIAM is stuck. He cannot tell her. CALEB looks at his father's sad face... SUDDENLY, CALEB calls out to his mother:KATHERINE looks at CALEB and WILLIAM. She clearly doubts this story. Pause. CALEB looks imploringly at her. She smiles hesitantly, and she concedes... barely.CALEB nods "yes."CALEB looks knowingly at his father and runs away.

I shall not want. He maketh me to rest in green pasture, & leadeth me by the still waters.

AN AXE HEAD splits a LOG. WILLIAM chops wood furiously! He is half dressed with a linen sheet wrapped round his waist like a skirt. Chop! CHOP!! CHOP!!!!

The long dead tendrils of a WILLOW TREE hang around THOMASIN. She wades in a small stream scrubbing her father's shirt and breeches against some rocks, quietly humming a psalm. CALEB is nearby, filling buckets with water, WATCHING HIS SISTER. THOMASIN'S apron and petticoat are tucked into her belt, EXPOSING HER BARE LEGS in the water. CALEB WATCHES HER LEGS... AND HER SMALL CHEST RISING UP AND DOWN AT THE TOP OF HER BODICE. THOMASIN shivers a bit in the cold water as she scrubs. CALEB holds the wooden bucket still in the stream and watches her work. THOMASIN LOOKS UP AND CATCHES HIS GAZE. CALEB gasps silently and looks to his chores.CALEB keeps his eyes on the bucket.CALEB slows his work again, but keeps looking down.THOMASIN splashes him with water.THOMASIN splashes him again.Big splash. CALEB looks up, hurt and ashamed.CALEB turns to go.CALEB goes to THOMASIN and she takes him in her arms.CALEB'S eyes well-up with tears. THOMASIN strokes CALEB'S hair as he nestles up to her.THOMASIN MIMES BITING CALEB'S SHOULDER AND MAKES A GROWLING/GNAWING SOUND. They laugh a little, though CALEB tries not to. THOMASIN starts humming her psalm again, almost rocking CALEB. They stay for a long time in this innocently incestuous embrace. For once, all is calm. Suddenly, they hear something move in the tall grass and bulrushes: It's the crackle and snap of many branches. (It sounds very like the sound THE WITCH made when she ascended into the air in the beginning of the film.) CALEB guiltily jumps out of THOMASIN'S arms.The "clickety-clackety" sound again.Long Pause. A child voice speaks, pretending to be old and scratchy:MERCY runs through the bulrushes...MERCY comes out holding a long stick:THOMASIN smiles the smile of an older sister who know's her fib is working. And she's not going to stop.THOMASIN grows more serious in her play.MERCY starts crying.THOMASIN seems very serious now.MERCY starts to run. THOMASIN runs after her and grabs her arm.MERCY cries and runs again. THOMASIN stops her, she pins MERCY down to the ground. THOMASIN SLAPS HER FACE!MERCY gets up.MERCY runs away. CALEB looks at THOMASIN.She holds back her tears.CALEB walks toward her.-

I be not Mercy, I be The Witch of the Wood. I have come to steal ye! Hear me stick a-flying through the trees: clickety-clackety-clickety- clakety!

Let me go! Let me go! I am not afraid for God hath kept me and will keep me still!

Black Phillip is a merry merry king He rules the land with mirth.

Black Philip has a mighty mighty sting He'll knock thee to the earth. Sing bah bah King Phillip the black sing bah bah bah bah bah

Sing bah bah King Phillip the black He'll knock thee on thy back!

WILLIAM'S eyes are closed. With open arms, his hands reach above his head and up to Heaven. His words are not rhetorical. They are in earnest.EVERYONE is at the table in prayer. Food is very scant.WILLIAM puts his arms down. CALEB looks at his father. WILLIAM keeps his eyes to his food. THOMASIN looks at Mercy. MERCY looks away with fear.CALEB looks up from his meal.THOMASIN'S stomach sinks. CALEB looks at his father. WILLIAM keeps his gaze down on his own dinner. The tension is VERY palpable. Sounds of the crackling fire fill the silence.WILLIAM takes another bite of food and wipes his beard. Eyes on his plate. Pause.KATHERINE looks down.JONAS and MERCY look back at THOMASIN with accusatory eyes.CALEB look at his father nervously... Will he make him confess?CALEB nods "yes," relieved.Everyone is silent. From outside A GOAT BLEATS.Another bleat. Louder.

Another bleat, even wilder. The frightening sound echoes in the night. THOMASIN walks alone with a lantern to THE GOAT SHED. Her cloak has been hastily thrown on. The darkness of the farmyard is heavy on her. She can faintly hear CALEB reading from The Bible. As she walks, something moves in the trees. She turns her head to the treetops and hears the "clickety- clackety." Pause. Her breath quickens. She walks closer, cautiously, slowly. A terrible screeching and grunting coming from the GOAT SHED. She walks closer to the open door... she holds up her lamp... INSIDE, BLACK PHILLIP IS VIOLENTLY COPULATING WITH ONE OF THE NANNY GOATS. THE NANNY GOAT screams as she tries to pull away from him. He keeps her in the grasp of his strong legs and muddy hooves. BLACK PHILLIP keeps grunting and thrusting. THOMASIN gasps. She doesn't look away.

WILLIAM is in bed staring wide eyed at the wall. The bed curtains are open and KATHERINE is kneeling on the floor praying by candlelight.KATHERINE keeps praying.KATHERINE finishes her parer and gets into bed. WILLIAM puts his arm around KATHERINE.She KISSES his large farmer's HAND.KATHERINE embraces her husband and buries her face in his chest. WILLIAM comforts her the best he can.Still in his embrace, KATHERINE turns away.- ?KATHERINE looks at him. Pause.This stings KATHERINE.WILLIAM looks to the wall again. His stomach sinks. He means to confess:KATHERINE stops, she picks up her voice and calls above.Dead silence.Still silent. KATHERINE closes the bed drapes.

CALEB and THOMASIN are awake, sitting around a burning candle. JONAS and MERCY are tucked in to their bed, awake too. They all listen intently to every word of their parents' whispers.THOMASIN is stunned.THOMASIN'S face sinks. CALEB want to look at her but he doesn't.KATHERINE calms herself.WILLIAM hesitates.CALEB looks over at THOMASIN. She is crying into in her pillow. HOLD ON: CALEB. BLACK.

CALEB, by candlelight, unties THE HORSE'S REINS from a post.He turns and sees THOMASIN walking around the farmyard. She sees him! THOMASIN comes into the barn and quickly hides from the view of the farmhouse. CALEB drops the reins and scrambles away from THE HORSE.He's caught. He won't look at her.- THOMASIN sees that BURT THE HORSE has his work-saddle and bridle on.-CALEB ignores her.THOMASIN starts to head toward the house. CALEB gets scared that she's not bluffing:CALEB goes over to the horse.THOMASIN gives him a look that she is not to be trifled with.

The Wood is still dark. THOMASIN rides BURT. CALEB is on foot, holding the reins and leading the way with his flickering lantern. FOWLER trots along beside them. CALEB has the musket. The match-cord is lit.

CALEB finds one of THE TRAPS by THE LARGE OVERTURNED TREE. He bends down.CALEB turns to her with a smile! They've made a catch!

CALEB and THOMASIN move now with a swifter, more assured pace. A muskrat and other small game hang from the horse's tack. Their spirits are light:--Pause.THOMASIN is very frustrated that Caleb cannot remember... and finds herself surprisingly emotional about this window.Suddenly, FOWLER starts tracking something.FOWLER POINTS: CALEB and THOMASIN look ahead. Standing about fifty yards before them is same giant HARE from yesterday! BURT IS SPOOKED. He neighs and clomps around, kicking up dirt and tossing his head up oddly. THOMASIN holds tight to the work saddle. CALEB tries to keep his footing.THOMASIN pats BURT to calm him and CALEB gives her the reins. THE HARE stays motionless, looking straight at CALEB. CALEB carefully prepares the musket. He takes aim... He shouts:FOWLER RUNS toward THE HARE, barking loudly! BURT neighs again, going rampant, nearly knocking THOMASIN off.THE HARE RUNS DEEP INTO THE WOOD! FOWLER FOLLOWS HIM AND DISAPPEARS!CALEB RUNS AFTER FOWLER! HE SHOUTS BACK TO THOMASIN AS HE RUNS:BURT IS STILL ACTING FRANTIC!BUT IT IS TOO LATE... THE HORSE REARS AND BUCKS AGAIN, KNOCKING THOMASIN TO THE GROUND AND GALLOPS OFF IN THE OPPOSITE DIRECTION OF FOWLER! THUD! THOMASIN IS LEFT UNCONSCIOUS ON THE FOREST FLOOR.

CALEB travels deeper into The Wood, running. THE TREES have become more indiscernible from one another. Tall seemingly identical trunks stand looming in every direction. He stops, panting. He turns around.He hears nothing. He tries to whistle for Fowler like his father does. It comes out airy and quiet.He attempts to whistle again. It doesn't work.

JONAS AND MERCY are tethered to a long rope tied to the fence so they cannot wander from the farm. THE GOAT-BELLS from the nanny goats have also been tied to them.THE BELLS CLANK as they walk. KATHERINE and WILLIAM are in the distant fields near THE WOOD searching, calling their children's names. A light rain starts to fall. It plinks on the GOAT-BELLS.

THOMASIN wakes.SHE stand, uneasy. She looks around. SHE knows where she is. She is near OVERTURNED TREE where Caleb set the first trap. How did she get there? She turns back.Nothing.She runs on toward home!

CALEB holds his musket ready. THE TREES and underbrush have become even more dense and tangled. He prays aloud as he walks:He hears the yelp of the dog. It echoes in the wood. He runs fast after the noise. He cannot see through the mist. He keeps running. Running. He trips and falls. IN FRONT OF HIM ARE THE BLOODY REMAINS OF FOWLER, STILL HOT, STILL BREATHING HIS LAST BREATHS!

THOMASIN clumsily weaves through crackling branches. Daylight is waning. She breaths heavily, trying to run, but she is exhausted. All of a sudden, she hears something faint... voices! They are almost inaudible:She picks up her pace!

CALEB trudges through a strange winding path of dense, twisting, vines and thorns. He tries to run, but the rain, fog, and spiky terrain slow him down. His stockings get caught on some thorns. He recoils in pain and drops THE MUSKET. He tries to disentangle himself, further cutting his fingers and legs. He tries to pick up the musket but it is caught in THE THORNS. He pulls and pulls and it only makes things worse. His hands bleed more. He is crying. IN THE DISTANCE IS A SWEET MELODY. A WOMAN HUMMING. He turns his head to find where the music is coming from. A few yards in front of him is THE HARE! THE HARE JUMPS AWAY. CALEB FOLLOWS, LEAVING THE MUSKET IN THE RAIN.

THOMASIN comes to the edge of the tree line and sees her father in the last light of dusk.He hears her and runs toward her!They meet, WILLIAM picks her up in his arms.He hugs her tight in the rain. He rubs his cheek on hers. WILLIAM looks into her glassy eyes:

CALEB emerges from the barbed path to see a faint warm light. The humming is more distinct. Through the mist and rain THE WITCH'S HOVEL becomes visible: The pointed structure sits up high on four knotted tree trunks. Matted branches overhang its sagging moss-grown thatch-roof, upon which there is no chimney, just a hole puffing smoke. The whole thing looks held together by ill- omened weeds, plants, and sinister roots that grow all over and through the muddy walls like a plague. A rotting foot-ladder leads up to the slightly open front door. Firelight glows from within. CALEB continues to walk toward the humming. THE HARE is nowhere to be seen. He stumbles through a large FIRE PIT with BONES strewn about the ground. Rain plinks on a huge IRON CAULDRON in the center of the pit. Just then, THE DOOR opens wider... CALEB stops short. Out steps a BEAUTIFUL WOMAN (20s) IN A RED CLOAK. She smokes a small CLAY PIPE. CALEB steps back. He is soaking wet. He tries his best to stop crying, to no avail. THE WOMAN comes forward and her very dirty, but dainty, bare foot takes one step down the foot ladder. She leans forward. She reaches her arms out sympathetically toward CALEB. Her face is greasy, but stunning. Her filthy bodice is cut quite low. There are a few small moles on her ample breast. CALEB sees this all. He stays still. The rain falls. THE WOMAN beckons him. CALEB walks toward her, he is drawn to her. He can't help it. She crouches on the foot ladder. CALEB is now face to face with her. She smiles at CALEB. Some of her teeth are crooked and browned near the gums, it is startling, but she is beautiful all the same. She strokes CALEB'S head and embraces him. Tears still fall from CALEB'S eyes. He trembles. He looks at THE WOMAN'S face, he looks into her hypnotic AMBER EYES. She smiles so sweetly. She draws CALEB NEAR. SHE KISSES CALEB SENSUALLY ON THE MOUTH! SHE PULLS HIM IN TIGHTER... SUDDENLY, HER HAND, NOW OLD AND UGLY, CREEPS AROUND AND GRABS THE BACK OF HIS HEAD LIKE A CLAW. SHE PUSHES HIS MOUTH FURTHER INTO HERS!! BLACK.

CLOSE ON: THOMASIN standing against the wall, shaking. Guilty. Soaking wet.THOMASIN cannot move.-THOMASIN watches WILLIAM get up and put on his wet cloak and hat.WILLIAM rummages through the house.He rummages some more. He can't find it. In frustration, WILLIAM shouts: he throws something across the room with a bang. THOMASIN covers her eyes. JONAS AND MERCY cower in the corner.THOMASIN exchanges a quick glance with her father.I... I..WILLIAM steps out from the shadows of the room.CUT TO:

RAIN pelts down upon the tiny house. KATHERINE bursts out of the door into the rain. WILLIAM runs after her.WILLIAM grabs hold of her arm.THEY struggle.KATHERINE slaps WILLIAM very hard in the face. WILLIAM lifts his hand to strike his wife.THE CHILDREN are gathered by the open door. They watch their parents fight in the rain. WILLIAM sees his children. He puts his hand down, he picks up KATHERINE in his arms, and walks toward the house.

THOMASIN tends to her father's bloody nose by THE HEARTH. WILLIAM shivers in his wet clothes. He looks at his daughter, ashamed. KATHERINE sits on the other side of the fire holding JONAS AND MERCY in her arms. She rocks them back in forth.Silence. THOMASIN looks at KATHERINE.THOMASIN walks to her mother... KATHERINE embraces THOMASIN along with her other remaining children. Pause. KATHERINE looks at THOMASIN'S yearning face. She kisses her warmly.

THOMASIN proudly pets THE NANNY GOATS and sooths them. BLACK PHILLIP stands by, his horns casting enormous shadows from THOMASIN'S LANTERN LIGHT. THOMASIN brings one of THE WHITE NANNIES down to the ground. No sound but the pitter-patter of the rain outside. Long Pause. SUDDENLY, THOMASIN hears the sound of FOOTSTEPS outside in the grass... More footsteps. Stumbling around. SHE HEARS THE SOUND of a wooden creak. THOMASIN is still. She hears the wood creak again more forcefully. THOMASIN flees from the GOAT SHED to see what it is...

IT'S CALEB! WET. NAKED. PALE AS DEATH. He grasps a FENCE-POST trying to stay standing in the pouring rain. THOMASIN runs to him. SHE embraces him. He is shivering.CALEB collapses in THOMASIN'S arms. THOMASIN shrieks:THOMASIN brings her lamp to CALEB'S face: HIS EYES ROLL TO THE BACK OF HIS HEAD. HE OPENS HIS MOUTH WIDE AND SCREAMS AN UTTERLY SILENT SCREAM. BLACK.

Shutters are closed. Several tapers are lit. CALEB is in his straw bed breathing stertorously. His eyes are closed. There are several small scabs around his mouth. His lips move slightly, occasionally muttering something inaudible. THOMASIN wipes the perspiration from his brow. KATHERINE takes a broad strip of linen and sprinkles it with herbs. Then she holds a taper into the flame of a wood- candle. The flame billows a thick smoke as KATHERINE drips the hot tallow over the herbs. She places this poulticed cloth over CALEB'S bare stomach and ties it taught with THOMASIN'S help. JONAS & MERCY sit by his pillow and touch him gently with their tiny fingers. THE TWINS LOOK AT THOMASIN WITH SUSPICION. THOMASIN tries to ignore this. KATHERINE gives THOMASIN a small bowl to hold by CALEB'S head. KATHERINE takes her knife and makes a small cut in a protruding vein in CALEB'S temple. BLOOD drips into the bowl. KATHERINE begins to pray. THOMASIN looks at her father. WILLIAM stands reticently from a couple paces back, leaning his hand on one of the beams of the garret.

THOMASIN is in the shed with A PAIL and milking stool, readying one of THE NANNY GOATS for milking. SHE looks over at THE TWINS: They sit in the fodder with BLACK PHILLIP. MERCY looks at his legs, his hoofs. She plays with the long, matted, dung-covered hair on his legs. She still has THE GOAT- BELL tied to her coat. She plays the part:JONAS, also still wearing a bell, lifts up BLACK PHILLIP'S ear and whispers into it.JONAS & MERCY (whispering) Baaa. Baaa. Baaa. MERCY (whispers) What ails Caleb, Black Phillip? What ails him? Did Thomasin make 'im sick in The Wood? THOMASIN What say you? JONAS Mind thy self. I know what you did to Sam. THOMASIN Go to. JONAS Black Phillip saith you are wicked. MERCY Aye, he told me too. THOMASIN Damn your Black Phillip! MERCY He saith you put The Devil in Caleb, that's why he's sick. THOMASIN I'd never hurt Caleb, nor Sam, nor thee. MERCY You beat me! THOMASIN It was a jest. MERCY You said you'd eat of me! THOMASIN Mercy!? MERCY Mother and Father will find out. THOMASIN What?THOMASIN calms down. She ignores them.THOMASIN continues to ignore him and gets to work. She grabs one of THE GOAT'S teats.She squeezes. BLOOD SQUIRTS INTO THE PAIL. THOMASIN is in disbelief. SHE squeezes again. MORE BLOOD. THOMASIN gasps and jumps to her feet ACCIDENTALLY KICKING THE PAIL OF BLOOD TO THE GROUND. JONAS AND MERCY SEE THE SPILT BLOOD OOZING ACROSS THE STRAW. THEY LOOK AT THOMASIN IN TERROR, AS IF SHE MADE THIS HAPPEN.

CALEB lies in his trance-like state, his white face faintly lit by the small garret window. KATHERINE is next to him praying. WILLIAM creaks sheepishly up the ladder.WILLIAM sighs.-KATHERINE puts her face down on CALEB'S chest.(Pause).- WILLIAM opens a chest and starts taking things off the beams of the garret and putting them inside.-KATHERINE looks to CALEB.KATHERINE touches CALEB'S sweaty hair.-WILLIAM is still.-WILLIAM slams the trunk.

THOMASIN tries to cover THE BLOOD with dung. JONAS AND MERCY watch her. WILLIAM shouts:THOMASIN turns to THE TWINS.

WILLIAM AND JONAS are routing through the cornfield destroying the bundled corn shocks. WILLIAM carries a large, mostly empty basket on his shoulder. JONAS crawls around in the dirt, throwing useless finds to the side.

KATHERINE AND THOMASIN are taking the salvageable ears and hanging them to dry on side of the house. KATHERINE uses a BILLHOOK (a rustic knife like a small machete) to cut the fungus out of the kernels. THOMASIN is very glad to be working with her mother. MERCY is behind her singing:MERCY stares at her sister:JUST THEN, a terrible SHRIEK is heard from the house! EVERYONE STOPS AND TURNS. THEY HEAR CALEB SCREAMING AND SCREAMING AT THE TOP OF HIS LUNGS! WILLIAM throws his basket to the ground, KATHERINE drops her BILLHOOK on the bench outside the front door and they run inside. JONAS and MERCY look at THOMASIN and then run toward the house too.

CALEB SHRIEKS:His eyes are open wide. His head is back. He sweats profusely. KATHERINE AND WILLIAM try to hold him down.THOMASIN and THE TWINS watch dumbfounded. CALEB is writhing in pain, contorting his body with each of these horrible descriptions:CALEB'S face grows red as if he is being CHOKED.KATHERINE holds CALEB and he squirms in her arms.THOMASIN grabs at JONAS AND MERCY'S hands but they run from her, watching their brother.CALEB breathes heavily. His eyes roll back in his head.CALEB keeps breathing heavily, his mouth shuts tight. His teeth are clenched. KATHERINE tries to open his mouth.CALEB'S mouth foams, a bit of BLOOD comes out. He is seizing violently.THOMASIN rushes to the bed. She holds CALEB down while WILLIAM tries to open CALEB'S mouth with his fingers.CALEB tightens his bite. WILLIAM panics. HE TAKES THE KNIFE FROM HIS BELT AND TRIES TO FORCE CALEB'S MOUTH OPEN WITH THE WOODEN HANDLE. CALEB is groaning, BLOOD spills from his mouth and WILLIAM holds THE KNIFE HANDLE, trying not to cut CALEB or himself. CALEB keeps breathing hard.THERE IS SOMETHING BEHIND CALEB'S TEETH... PUSHING THROUGH. WILLIAM pulls the knife away. CALEB STARTS RETCHING... HE HEAVES, AND HEAVES... HE VOMITS UP A SMALL ROTTING APPLE!! THOMASIN SHUDDERS. WILLIAM AND KATHERINE pull away in terror. CALEB subsides. THE FAMILY WATCHES THE APPLE FALL TO THE FLOOR. KATHERINE looks at WILLIAM.AWAY FROM THIS!Pause. JONAS points at THOMASINWILLIAM AND KATHERINE TURN TO JONAS. Pause.THE TWINS run to their parents.THOMASIN goes toward them.WILLIAM stands.WILLIAM pushes the children away from him.The children kneel.THOMASIN starts after the twins!THE TWINS stand there frozen.THE TWINS stay still. They stare at CALEB'S bloody mouth and bedclothes.THE TWINS look as if they are in pain. MERCY'S eyes fill with tears.THOMASIN pushes MERCY to the floor!MERCY shrieks in pain!SUDDENLY: CALEB STARTS TO SCREAM. JONAS AND MERCY START TO SCREAM THE SAME WAY AS CALEB.JONAS and MERCY start acting like animals bleating and cawing in a horrifying manner, they do not seem like children.JONAS and MERCY scream in pain doing all the same actions as CALEB.MERCY He restoreth my soul, & (overlapping) leadeth me in the paths of I am thine enemy wallowing in righteousness for his Names the blood and filth of my sin sake. Yea, though I should walk through the valley of the shadow of death, I will fear no evil:CALEB shouts:JONAS and MERCY silently mouth the words he says and they tremor on the floor near him.As CALEB'S words grow more intense, he continues to writhe, and his motions and exclamations seem DISTURBINGLY EROTIC.MY LORD, MY LOVE, MY SOUL'S SALVATION, TAKE ME TO THY LAP!! CALEB collapses completely limp.JONAS and MERCY collapse too, their chests moving heavily up and down. Pause. Everyone else is still, trying to process what they have just seen. THOMASIN looks at her brother:She runs to his body and embraces it. KATHERINE grabs him too.KATHERINE tries to rouse CALEB. THOMASIN turns to the twins.THOMASIN yanks them up. They fall to the ground, silent, but breathing. THOMASIN looks back at her brother. He is not moving. Not breathing. KATHERINE turns to WILLIAM:- -THOMASIN panics!

THOMASIN runs across the fields! WILLIAM runs after her.THOMASIN collapses in the grass by AN OLD ENORMOUS OAK TREE. She sobs. WILLIAM holds her in his arms.They sit for a moment under the tree, catching their breath. She buries her head in his chest. He takes her hand. Pause.-:-:THOMASIN pushes away.THOMASIN stand in front of him.Pause. Thomasin turns cold.--WILLIAM grabs THOMASIN and holds her close to his face. SHE looks imploringly into his eyes:THOMASIN'S eyes ignite.-WILLIAM grabs THOMASIN by the shoulder violently and drags her across the fields.

CALEB'S BODY lies on the table. KATHERINE is preparing him for burial. WILLIAM bursts through the door and throws THOMASIN to the ground.THOMASIN looks at JONAS AND MERCY in their parent's bed, eyes closed, moaning, trance-like.--WILLIAM shakes THE TWINS in their sleeping trance:THE TWINS lie still. WILLIAM laughs angrily and frighteningly.WILLIAM explodes:He shakes THE TWINS violently.WILLIAM picks up Joseph by the scruff of the neck.JONAS wakes up immediately and screams! MERCY jumps from the bed, alert, awake. NO!!

Hammer! Hammer! Hammer! WILLIAM hammers old planks over the door of the GOAT SHED. He holds several nails in his teeth. His eyes wet with tears. He must do it. He has no choice. THE TWINS are screaming.ALL THREE CHILDREN ARE INSIDE THE SHED WITH THE GOATS.WILLIAM hammers in the last nail.His children's eyes look at him through the cracks. Their small pleading fingers stretch towards him.

THOMASIN sits at one end of the shed. JONAS AND MERCY sit at the other with BLACK PHILLIP and the other goats. JONAS strokes BLACK PHILLIP. Pause.Pause.BLACK PHILLIP moves around in the shadows. THOMASIN looks at him, guarded at first, but slowly becoming more intoxicated with curiosity. THE GOAT stares back with his otherworldly rectangular pupils.

The wind blows. WILLIAM AND KATHERINE stand beneath THE GIANT OLD OAK. A SMALL, SHALLOW GRAVE has been dug. CALEB'S BODY, wrapped in an old linen sheet, lies inside. WILLIAM and KATHERINE look on. They will not cry. KATHERINE tosses a few brittle sprigs of rosemary upon on his chest. Pause. WILLIAM takes up a shovel. He starts to cover the body with earth. KATHERINE stays still. Pause. She steps away... SHE CLIMBS DOWN INTO THE GRAVE. WILLIAM stops shoveling. KATHERINE HOLDS CALEB'S BODY TIGHT. WILLIAM looks on: She is not crying. Not hysterical. Just still. A living corpse. KATHERINE looks at WILLIAM hard in the eyes. Pause. THE SUN sets behind them, disappearing into THE WOOD. AUDIO TRANSITION: CHOP! CHOP!! CHOP!!!

WILLIAM chops wood. WILLIAM'S WOOD PILE is towering nearly as high as the house. Many of the logs have been haphazardly tossed up top and lean precariously over the edge. WILLIAM keeps cutting and tossing. He groans and grunts with every angry chop.

THOMASIN and THE TWINS watch their father through the cracks of the shed. -INTERCUT BETWEEN WILLIAM AND CHILDREN THE SHED- WILLIAM throws the axe to the ground. He whispers to God:He falls hard to his knees. His muscles shake with fatigue.He scoops up a hand full of earth and holds it tight in his fist. He looks to heaven:CLOSE ON: THOMASIN, listening. She takes in her father's heavy words.WILLIAM brings the fist of dirt to his mouth... and swallows it. He takes another handful...CLOSE ON: THOMASIN, listening.

THE FARM waits quietly in the moonlight. No one is outside. No candle light creeps through the cracks in the door. The wind blows. Brittle branches rattle and snap. The tall trees creek and moan. Far away is the faintest sound of: "clickety-clackety- clickety-clackety-clickety-clackety-clickety-clackety." It echoes through the forest and the farm.

JONAS AND MERCY lie awake in the hay and straw with the sleeping goats. THOMASIN is asleep on the other side of the shed. "Clickety-clackety, clickety-clakety" THE TWINS HEAR IT... IS IT GETTING LOUDER? THEY CLUTCH EACH OTHER TIGHT.

KATHERINE lies on her pillow half asleep. SHE FAINTLY HEARS A GIGGLING BABY. She opens her eyes. It is utterly black. She gets out of bed, fumbling to light a taper. She puts it to a dying ember and the taper illuminates her face. In front of her is THE SILVER CUP! How can this be? She leans toward it... THE BABY GIGGLES again. SHE GASPS AND TURNS behind her: CALEB sits on a stool holding SAMUEL on his lap. They are clean and healthy, and illuminated by a dim ethereal light. SAMUEL wears a christening gown. KATHERINE gets up and goes to them. CAMERA STAYS ON KATHERINE:Her face glows with joy! Her happy tears wash the grief from her face. She is beautiful.THEY EMBRACE. KATHERINE goes to her knees and looks up at CALEB. She takes SAM from his arms. SHE laughs!Her eyes light up.CALEB strokes her hair.

I have brought a book for you, Mother. Will you look at it with me?

JONAS and MERCY clutch each other. The wind blows. The clickety-clackety through the trees has grown louder. Closer. Pause. The clickety-clackety comes again, this time they can hear the branches breaking off and falling upon the roof of the goat shed and on to the ground right next to them. Then they hear a light THUMP on the grass. Now footsteps in the grass. They see SHADOWS moving through the wooden slats of the goat shed. They hear a SCRATCHING on the wall of the shed. Someone is trying to open the door. A figure scuttles around the shed. They hear the sound of something burrowing or digging.

KATHERINE PUTS SAM TO FEED AT HER BREAST. She smiles and closes her eyes. She holds up the back of his head. She feels at home again.

MERCY and JONAS see something in the shed crawling around with them. They are squeezing each other's arms in fear. Jonas lets out a whimper:Pause. There is something near the nanny goats.THEY MOVE EVER SO SLIGHTLY CLOSER. THEY GO CLOSER. THERE IS SOMETHING UNDER FLORA MOVING AROUND RHYTHMICALLY. A BONEY SPINE OF SOME PALE BEAST IS ROCKING BACK AND FORTH.MERCY leans forward... IT IS THE HUNCHBACK OF THE OLD WITCH! SHE IS SUCKING ON THE GOAT'S TEAT! JONAS AND MERCY SCREAM!! THE WITCH TURNS AROUND! HER BLOODY JAWS flash for a moment in the scraps of moonlight within the shed. SHE REACHES HER BLOODY TALONS TOWARD THEM. THE CHILDREN KEEP SCREAMING, backing away! THOMASIN WAKES UP AND SHRIEKS. THE SOUND OF JONAS AND MERCY'S GOAT-BELLS CLANK AND CLATTER OVER THEIR SCREAMS.

AUDIO OF THE SCREAMING AND CLATTERING CONTINUES... WIDE: KATHERINE SITS IN THE DARK FARMHOUSE BREAST FEEDING A LARGE BLACK RAVEN. THE RAVEN FLAPS ITS WINGS. BLACK. OVER BLACK: A wooden bang. Bang! Bang!!

WILLIAM'S eyes open wearily. The banging is coming from the side of the house. With each bang the house shakes and wood cracks. Bits of clay crumble off the walls. WILLIAM hears BLACK PHILLIP bleating loudly. He leaves the bed and throws on his breeches and boots. KATHERINE sits up and follows him with her eyes, not leaving her bed. BLOOD SOAKS HER SHIFT AROUND HER NIPPLE.

WILLIAM leaves the house and goes into the misty farmyard. BLACK PHILLIP IS BUCKING THE SIDE OF THE FARMHOUSE WITH HIS HORNS. Clapboards splinter off. He bleats and grunts, kicking up dirt. WILLIAM yells and shoos him away.BLACK PHILLIP starts running madly around the farmyard. WILLIAM looks ahead. The thatch on THE GOAT SHED is all torn up; THERE IS A GIANT HOLE IN THE ROOF. The door William boarded-up has been smashed open. Fodder and dung are spread out all over the ground of the farmyard. He walks closer. THE TWO NANNY GOATS LAY DEAD, their udders bleeding. JONAS AND MERCY ARE GONE. THOMASIN LIES AWAKE, shuddering in the fetal position, splashed in BLOOD. BLACK PHILLIP stands there. He bleats again, steam comes from his mouth and nostrils. WILLIAM goes directly to THE CHOPPING BLOCK and grabs the AXE. He marches over to BLACK PHILLIP. THE GOAT runs round him. WILLIAM runs after it, he raises the AXE high... WILLIAM takes a swipe and misses THE GOAT. THE GOAT bucks WILLIAM and knocks him to the ground, taking the wind out of him, then runs across his legs. WILLIAM heaves and then gets up. THE GOAT gallops toward THE WOOD PILE. WILLIAM runs after him, limping. He hacks at BLACK PHILLIP, slicing his shoulder. THE GOAT SCREAMS AND RAMS WILLIAM INTO HIS HUGE STACK OF FIREWOOD. BLACK PHILLIP'S HORNS RUN THROUGH WILLIAM'S STOMACH, ONE GOES OUT HIS BACK. UPON THE IMPACT THE LOGS TEETER, AND AN AVALANCHE OF LOGS TUMBLE DOWN ON WILLIAM. BLACK PHILLIP runs off. WILLIAM struggles under the huge pile of wood. BLOOD pours from his mouth, his abdomen and his head. He moves no more. THOMASIN walks ghost-like toward her dead father. She kneels down next to him. She reaches her hand out to touch his face... JUST THEN:KATHERINE grabs THOMASIN'S HAIR and yanks her to her feet! THOMASIN shrieks! She scrambles away from KATHERINE. KATHERINE looks at William's corpse and the destroyed goat shed, and THOMASIN stained with blood. KATHERINE'S face is empty.WHERE ARE THEY?KATHERINE is half-laughing, half-crying:THOMASIN runs rapidly toward the side of the house. KATHERINE follows her. THOMASIN stumbles over a basket of corn, she braces herself against the side of the houseKATHERINE has THOMASIN pressed right up against the clapboards.THOMASIN pushes her mother back. KATHERINE slaps her in the face!KATHERINE slaps and hits her. THOMASIN is forced down on to the BENCH by the door.THOMASIN is struggling to get KATHERINE off of her but she can't. KATHERINE is using all her force. THOMASIN reaches behind her, for something, anything.... The first thing that reaches her blind fingers is THE RUSTY BILLHOOK. THOMASIN, unknowingly takes it up.... SHE SWINGS IT AND SLASHES HER MOTHER IN THE HEAD! KATHERINE gives a stunned look and BLOOD gushes from her wound. THOMASIN is in shock at what's she's done:THOMASIN takes a step forward, BUT THEN KATHERINE STARTS TO STRANGLE THOMASIN! She squeezes her hands tight around her daughter's neck, turning red, trying to scream! THOMASIN TRIES TO GET HER MOTHER OFF OF HER! SHE CAN'T! KATHERINE KEEPS STRANGLING HER. THOMASIN, IN TURN, HACKS AT KATHERINE WITH THE BILLHOOK AGAIN. HER EYES CLOSED. SHE HACKS AGAIN, AND AGAIN UNTIL SHE CAN GET AWAY! THOMASIN escapes from her mother's clutches. KATHERINE collapses on THOMASIN. THOMASIN lies there with her mother's heavy body on her. Pause. THOMASIN is shaking uncontrollably, breathing fast - adrenaline still coursing through her body. THE BILLHOOK drops out of her hand. She tries to move KATHERINE'S head, but it falls limp. KATHERINE is dead. Pause. THOMASIN lets out quiet, deeply mournful cry. She hugs her mother's corpse. Tightly. Pause. Then, slowly, slowly, the hug releases and THOMASIN'S face begins to fall numb. Still trembling, on her back, THOMASIN crawls awkwardly out from under KATHERINE, pushing her mother off her. THOMASIN gets up and walks slowly, not looking at the bodies. She walks around the farmyard like a ghost. She looks out at THE OLD OAK TREE. Out to CALEB'S GRAVE. Pause. She is alone.

Entering the house, THOMASIN takes off her bloody bodice and skirt and leaves them on the floor. She takes a blanket from her parent's bed and drapes it over her shoulders, covering her bloody shift. She sits at the table. She puts her head on the table. Empty. She closes her eyes. BLACK.

THOMASIN wakes in the same position. All is dark in the house. The wind blows the door open and shut. Open and shut. Open... THOMASIN turns to the door. The blanket falls to the floor. The door beckons her.

THOMASIN holds a lit taper and walks barefoot out into the night wearing only her shift. BLACK PHILLIP stands before her. Breath from his nostrils catches the moonlight. The wind blows. BLACK PHILLIP walks into the shambles of THE GOAT SHED.

THOMASIN holds the candle up to see BLACK PHILIP'S face. NOTE: CAMERA stays on THOMASIN (we never see BLACK PHILLIP'S FACE)Pause. Nothing.Pause. Nothing. THOMASIN is truly alone. She turns her head and takes a step away. BUT JUST THEN, A DEEP RESONANT VOICE, QUIET, CALM AND COLD REPLIES:THOMASIN tuns back, astonished:Pause.BLACK PHILLIP'S hooves step around a massive RED LEATHER BOOK. Centuries old. AS BLACK PHILLIP'S LEFT HOOF LEAVES FRAME, HIS RIGHT FOOT CROSSES, NOW IN THE SHAPE OF A GAUDY CAVALIER'S BOOT WITH A JANGLING GOLD SPUR. THOMASIN looks up from the ground, back to BLACK PHILLIP'S face.THOMASIN hesitates... she pulls the thin string on her shift awkwardly and child-like. She closes her eyes. She thinks she is ready. She gives in. If falls off her body. (NOTE: WHILE "APPEARING" NUDE TO THE AUDIENCE, THOMASIN'S BREASTS, "ETC." WILL NEVER BE IN FRAME.) THOMASIN hears THE SPURS jangle around her.BEHIND HER CROSSES BLACK PHILLIP, NOW A BEAUTIFUL BEARDED MAN WITH A DARK COMPLEXION. Only glimpses of his face and gleams from his gold buttons and silk trimmings are seen. HIS LARGE, RICHLY EMBROIDERED, BLACK LEATHER GAUNTLETS TAKE HER SLENDER WHITE SHOULDERS. HIS SHINY LOCKS OF SABLE HAIR, COCKEREL FATHERS, AND BLACK LACE SLOWLY SHROUD THOMASIN'S FACE. BLACK.

WIDE, CAMERA ON HER BACK: THOMASIN rides naked on the back of BLACK PHILLIP (a goat again), her hair falls freely behind her. They journey deep into THE WOOD.

Now within the wood, the "clickety-clackety" of broomsticks flying through trees above their heads is heard.

AS THOMASIN emerges from the path, she sees a freakish sight: Half-visible in the darkness, still far from THOMASIN, are a dozen women: old women, women in their middle years, young women - all grotesque - some humpbacks and cripples. All appear misshapen and distorted by the night. All of them are filthy and nude or in strange patches and shreds of clothing. They hold broomsticks, poles, distaffs and pitchforks. THE WITCHES DANCE, gyrating, shaking, and quivering in a trance-like reverie around a cauldron and fire in front of THE WITCH'S HOVEL. Depraved. Subhuman. Bestial. THOMASIN AND BLACK PHILLIP walk closer to the circle. WHEN THE COVEN OF WITCHES sees them, they shriek and cackle with delight - their faces contort from their laughter. THEY WELCOME THOMASIN with their eyes. THOMASIN, still astride BLACK PHILLIP, smiles. SHE JOINS THE CIRCLE, laughing a little too, blushing... then laughs more and more, WITH EVERY GROWING MOMENT HER SORROWS MELT AWAY. VERY SLOWLY, AS THIS LAUGHTER INCREASES THE WITCHES BEGIN TO LEVITATE AROUND THE FIRE, rising on their brooms and poles... THEN, THOMASIN AND BLACK PHILLIP RISE TOO... SLOWLY GOING HIGHER AND HIGHER. THOMASIN KEEPS LAUGHING, EVER INCREASING IN PLEASURE AND FREEDOM. TEARS ROLL DOWN HER CHEEKS AS SHE LAUGHS. PURE ECSTACY. THEY RISE HIGHER. BLACK. THE END.

Brian Lynch Universal/ Illumination Entertainment 2230 Broadway Santa Monica, CA 90404 THIS MATERIAL IS THE PROPERTY OF ILLUMINATION ENTERTAINMENT AND IS INTENDED AND RESTRICTED SOLELY FOR ILLUMINATION PERSONNEL. DISTRIBUTION OR DISCLOSURE OF THIS MATERIAL TO UNAUTHORIZED PERSONS IS PROHIBITED. THE SALE, DISPLAY, COPYING OR REPRODUCTION OF THIS MATERIAL FOR ANY REASON IN ANY FORM, INCLUDING BUT NOT LIMITED TO DIGITAL OR NEW MEDIA, IS ALSO PROHIBITED. INT: MICROSCOPIC VIEW The beginning of all there is. We follow simple AMOEBAS floating about. They are shapeless single-celled organisms which bob to and fro. Suddenly, a BIGGER AMOEBA begins to PUSH AROUND the smaller amoebas, asserting its dominance. Three tiny YELLOW (MINION) AMOEBAS observe, but then an EVEN BIGGER AMOEBA gobbles up the smaller one. The tiny Minion amoebas follow the carnivorous one off-screen. As bigger and more EVIL CREATURES present themselves, the Minion Amoebas start following THEM. Yes, ever since the beginning of time, Minions just wanted to serve the most wicked master. We FOLLOW THE MINION AMOEBAS through time, as they slowly evolve, growing eyes, arms, etc. Their masters evolve as well. Eventually they begin following EVIL FISH, and then an EVIL AMPHIBIAN. As the Evil Amphibian swims to the surface, the three Minions are joined by HUNDREDS of OTHER MINIONS, as they happily follow their new master out of the water. TITLE CARD: MINIONS END TITLE SEQUENCE. EXT: PREHISTORIC BEACH - DAY Naked MINIONS, covered only in seaweed, follow the Evil Amphibian onto the shore.One naked Minion notices that he has no seaweed and grabs two starfish from the water, which he places strategically on his chest.The Minions walk on.A giant T-REX smashes the Evil Amphibian.A Minion points to the T-Rex, excited---The T-Rex ROARS. EXT: PREHISTORIC PLAINS - LATER The T-Rex walks along, followed by a group of Minions. Numerous Minions ride on top of him, scratching his back and scrubbing his head.Two Minions notice bananas growing on a bush.One tries to pull a banana from beneath a large boulder. He finally pulls it out and holds it above his head triumphantly.The boulder then rolls down a steep hill toward the T-Rex.The boulder hits the T-Rex and sends him rolling down the hill, balancing on the boulder with his hind legs. The Minions follow him frantically.The T-Rex dodges tree branches as he heads toward the edge of a cliff, which launches into a volcano. He manages to stop at the very edge. Three Minions look down after him, wanting to help, but are accidentally pushed forward when the others arrive. They roll down toward the T-Rex. Two are stopped by rocks, but the last one stops just short of the boulder. As he sits up, he accidentally knocks his head against the boulder, which sends the T-Rex plummeting into the volcano. The Minions begin to CRY. One SLAPS the Minion who caused the boulder to fall.THE IMAGE DISSOLVES into a CAVE PAINTING depicting the T- Rex's plunge into the volcano.We then see the arrival of MAN (caveman, to be exact) in the cave paintings. EXT: VALLEY - DAY A MONKEY uses a rock to hammer the ground. A CAVEMAN approaches him and tries to eat the rock.The Monkey SCREECHES and the Caveman PUNCHES him offscreen. The Minions CHEER and follow the Caveman.A BEAR charges the Caveman.The Caveman goes to GRAB A BIG HUNK OF WOOD on the ground. It will make a great club! But...The Caveman TURNS... ...the Minion hands him a FLY SWATTER. The Caveman looks to the Minions, confused. They assure him that it's okay. He hits the bear with the fly swatter.The Bear attacks the Caveman while the Minions watch in horror. They nonchalantly back away offscreen.DISSOLVE TO EGYPTIAN HIEROGLYPHICS. Sure enough, there are Minions carved among the humans.EXT: PYRAMIDS - DAY A cool PHARAOH is standing atop a GIANT PLATFORM at the dedication of a NEW PYRAMID!The Pharaoh proudly SNAPS HIS WHIP before HUNDREDS OF FOLLOWERS ON THE GROUND. He SNAPS his whip, they CHEER!Minion construction workers stand nearby. One of the Minions christens the pyramid like a new ship. We PULL BACK TO REVEAL the pyramid has been built upside-down and is precariously balancing on what is supposed to be the top. The pyramid tips over onto the Pharaoh and the Pharaoh's Followers. SPLAT! All dead.A Minion looks at blueprints of the pyramid. He realizes he had them upside-down. He turns them right-side up. The other Minion slaps him in the back of the head. INT: CASTLE DRACULA - MORNING The Minions tip-toe into DRACULA's bedroom, where he is asleep in his coffin.The Minions pull open his coffin, waking him up......to see all The Minions have converged to celebrate his 357th birthday! They have a banner and a cake with candles and everything! They YANK OPEN THE CURTAINS, letting the sun in, as they CHEER. Dracula SCREAMS and the sun INSTANTLY turns him to a statue of dust.A Minion nervously blows out the candle, also blowing the dust statue of Dracula away onto another Minion, who SNEEZES. EXT: BATTLEFIELD - DAY NAPOLEON stands next to a cannon and raises his sword.One of the Minions lights the cannon while another stands on top of it. The Minion on the cannon steps forward when shouting an order, and the cannon tilts downward, aiming at Napoleon. It FIRES, blasting him off-screen. EXT: HILLSIDE - DAY The Minions RUN FOR IT, stampeding over the snowy hills away from the French Army.A group of soldiers charges the Minions. The Minions disappear into the distance.The Minions approach a CAVE.INT: CAVE - DAY The Minions walk into the cave and look out at the large amount of space they have.The Minions CHEER and run into the cave. A choir of Minions enthusiastically sings a Minion version of "We Wish You A Merry Christmas." TIME LAPSE: We see Minions rolling giant snowballs, standing in line for ice cream cones and throwing snow at each other.More Minions throw snowballs at each other as their UNDERGROUND VILLAGE builds up behind them. As time goes on, we see their snowball fight become lethargic and boring.A depressed Minion lies on a psychiatric couch, explaining his woes to another Minion in a chair. Behind him is a HUGE LINE of other Minions.A Minion plays ping-pong with his buddy, but his friend is SO DEPRESSED he lets the ball bounce off his head. The Minions' version of "We Wish You A Merry Christmas" is now more sad. Several Minions even burst into tears.The Minions walk through their village, depressed. A single Minion stands on a ledge, watching.Kevin climbs onto a platform in the cave. He is pacing back and forth, practicing his speech. Kevin looks down at index cards with his speech.The Minions start lumbering toward him. THIS IS IT. ...but Kevin fumbles his cards. He goes to pick them up, sighs. They're all out of order. He makes up his mind to go ahead with it and defiantly tosses them to the side. Kevin gives his speech. Points up, to the cave entrance. He DRAMATICALLY DECLARES HIS INTENTIONS!The Minions GASP.KIDAY COME ME?!?!The Minions are dead silent, except for one Minion. A tiny runt of a creature named BOB.Bob continues to JUMP UP AND DOWN, increasingly more excited. The Minions look sheepish. No one wants to go.A Minion in the crowd raises a UKULELE. They PART WAYS, revealing: STUART. A one-eyed Minion who is fast asleep and snoring. Another Minion holds up his ukulele.Stuart groggily wakes up and waves to the crowd, confused. The other Minions CHEER. Kevin summons Stuart, who approaches the platform, ukelele in hand. Stuart happily accepts the attention from the other Minions, even though he's not sure why.He passes by Bob, annoyed he was overlooked.Stuart yells to the crowd from the platform.Stuart wants to take advantage of this and starts to play his ukulele. Kevin pushes him out of the way.Bob continues to jump up and down. He picks up a block of ice and holds it above his head. He FARTS. The ground collapses under the weight, and the block pins him beneath the ice.Bob peeks out from beneath the rock and pleads to be chosen.Bob eagerly runs to the platform.INT: MINION CAVE - LATER Kevin, Stuart and Bob leave, the Minions wave and cheer. Smiling for the first time in a while.Bob hugs Minions good-bye.He catches up to Kevin and Stuart, looking behind and waving.EXT: CAVE - DAY They exit the cave and look in the distance where their future awaits.Stuart pulls out a banana and examines it. Bob walks up next to Kevin and Stuart.Bob looks out at the frozen, desolate plains ahead of them.Kevin picks up on this, puts his hand on Bob's shoulder. He comforts him and explains the importance of their quest.Bob composes himself and SIGHS.Kevin takes Bob's hand and they set out into the snowy landscape.The three Minions walk off in the distance, Stuart leading the way, Bob and Kevin close behind. CUT TO: The Minions traipse along in the snow, across mountains and through forests. Kevin carries a tired Bob for part of the journey. Later, when Bob wakes up he's full of energy and runs all around. They wander through some high grass and ultimately make it to the ocean. EXT: OPEN SEA - DAY A canoe on the high seas. The Minions paddle. Stuart stops, exhausted. Bob's stomach GROWLS.A very tired and hungry Stuart looks at Kevin and Bob.POV - STUART: He sees them as TWO BANANAS.Stuart LEAPS ON KEVIN, starts to lick him. They SLAP-FIGHT. Bob joins in, sucking on Kevin's head.Just then, we hear the foghorn from a nearby STEAMSHIP. The Minions stop fighting, as they watch it pass... ...revealing the STATUE OF LIBERTY. They are heading toward NEW YORK CITY. Bob excitedly JUMPS OFF THE CANOE and swims for shore!CHYRON TEXT: New York, 1968 Kevin and Stuart paddle behind him, excited. EXT: PIER - DAY They pull themselves up onto the pier. NEW YORK CITY is before them. The Minions have never seen anything like this. Everything is new and shiny... ...and big. Very, very big. They pass by a BILLBOARD: NIXON '68: FINALLY A NAME YOU CAN TRUST! EXT: STREETS OF NYC - DAY The Minions steal some clothes hanging on a laundry line. Stuart puts on a TIE-DYED SHIRT. Kevin and Bob shake their heads in disapproval. Stuart puts on a pair of PINK SHORTS, which cover his whole body. Kevin disapproves. Bob GIGGLES. Stuart opens the fly and argues back. But then something catches Kevin's eye: Hanging on a clothesline, flapping in the wind and backlit by the sun like the most regal of flags are DENIM OVERALLS. Now all wearing overalls, the Minions walk through the streets of New York City, in awe of the large buildings and billboards. MONTAGE: A COUPLE in a HORSE-DRAWN CARRIAGE roll by, sightseeing.The Minions sit in the back of a passing GARBAGE TRUCK, pointing at all the passing attractions as well. The Minions encounter a group of HIPPIES protesting. Stuart and Bob join in the chanting, until Kevin leads them away from the protesters.The Minions peer in the window of THE MUSIC PAD, where they see a WOMAN in a BANANA-patterned dress.Bob FOLLOWS her as she exits the store. Stuart looks in. He lights up when he sees an amazing INSTRUMENT DISPLAY. He's particularly taken by all the guitars. So many shiny guitars. Classic, electric, bass... He imagines himself in pictures of a cool surf guitarist and a rock star. As the Woman in the banana dress enters her taxi cab, Bob is accidentally thrown into the trunk with other bags. Stuart looks into the music shop, in a trance. Kevin snaps his fingers, trying to get Stuart's attention.Finally, he GRABS Stuart by the goggle, bringing him back to reality. But then the Woman's taxi pulls away...Kevin and Stuart watch as the cab drives down the street.In the taxi cab, Bob pushes his way through the back seat. He pops out next to the Woman, who SCREAMS when she sees him. He is promptly thrown from the cab. EXT: STREETS OF NYC - DAY Back to Kevin and Stuart, who are running on the sidewalk, looking for Bob.And then...on the other side of the street, they see Bob walking.Bob is headed past a department store, FANCY'S. Bob stops and looks at the revolving doors. He enters the store. Kevin and Stuart RUN ACROSS THE BUSY STREET. INT: DEPARTMENT STORE - NIGHT Bob enters. He looks around: Bob looks up at the crowds. Big scary world.Kevin and Stuart run through the revolving doors as well. They see Bob on an escalator.They run after him, shoving people out of their way, but he is gone by time they get there. They decide to split up and look for him. Kevin and Stuart walk through the department store, calling for Bob.Bob, who is wandering near the changing rooms, hears this.INT: DEPARTMENT STORE - CHANGING ROOM - NIGHT Bob enters a CHANGING ROOM... ...with tons of MIRRORS. Bob sees what looks like 100 MINIONS! He looks at all of them in awe.He RUNS FOR THEM. WHAM! Hits the glass, HARD.He puts his hand up, realizes that the Minions are just his reflection. He sighs, depressed. But then, Kevin comes in, holding Bob's stuffed bear TIM.Suddenly the lights go dark!Bob happily runs offscreen, laughing. He JUMPS onto a department store display bed and summons Kevin and Stuart. TIME LAPSE: We see Kevin and Stuart moving other furniture around the bed, including a TV. INT: DEPARTMENT STORE - FURNITURE DEPARTMENT - NIGHT Kevin, Stuart and Bob are sitting in bed. They are surrounded by lots of furniture, and several mannequins dressed like Minions. They have placed a large television at the foot of the bed. Stuart flips through a couple of channels, including ones playing "The Saint" and "Bewitched". Kevin, flipping through a TV GUIDE, is uninterested. Finally, they land on "The Dating Game."A beautiful bachelorette, JENNIFER, sits next to THE GAME SHOW HOST.Jennifer GIGGLES.REVEAL: HUMAN BOB, Bachelor Number 1. Short, stubby. Looks like a human version of MINION BOB.KEVIN? REVEAL: HUMAN KEVIN, Bachelor Number 2. An uptight, lanky man, a dead ringer for MINION KEVIN.REVEAL: HUMAN STUART. Smallish. Laid-back. Hair over one eye.The TV cuts to STATIC. NOOOOOOO! Stuart tries to fix the antennae. He's on top of the television holding an umbrella and a hand mixer, trying to get a better signal. As Stuart moves around, the reception goes in and out... But then... ON TV: A GRAPHIC of a BURGLAR MASK.A Man brandishing a BAT stands next to the VNC Broadcaster. Minions PERK UP.FOOTAGE: VILLAIN-CONThe Minions LEAN IN. Really listen.ON TV: SHOTS OF what the Broadcaster is talking about.ON TV: We see Scarlet in silhouette, stealing from other criminals. She looks to the camera as she defeats a group of mobsters.Scarlet walks along, KNOCKING OUT villains as she goes.Scarlet stands on top of a pile of defeated villains and LAUGHS.Kevin is completely IN AWE of Scarlet.Stuart hops off the TV. EXT: SHOPPING CENTER - MORNING The Minions climb down the fire escape and onto the sidewalk. Kevin asks a passing MAN for directions.He keeps walking, with no response.Stuart notices a yellow fire hydrant...and begins hitting on it.A BABY in a STROLLER goes past Bob and Kevin. The Baby COMPLETELY UNDERSTANDS HIM. He babbles back. They return it. It's a serious conversation that we don't understand a word of, except for "Orlando." The Baby gives directions and POINTS off into the distance.The Baby resumes teething on a toy truck, happy to have given the information. Kevin POINTS in the same direction.They drag a protesting Stuart away from the fire hydrant and proceed down the street.They continue to walk, with Stuart sulking behind. INT: BROOKLYN BRIDGE - DAY The Minions walk over the BROOKLYN BRIDGE, away from New York City. EXT: ROAD - DAY The Minions sit at the side of the road, exhausted. They look discouraged. Across the street, a HIPPIE hitchhikes. Kevin observes him.Stuart and Bob look on as a HIPPIE BUS picks up the hitchhiker.Kevin, now understanding how to hitchhike, raises his thumb, but Stuart pushes him out of the way.Stuart approaches the side of the road with his thumb raised. A semi-truck passes right by, knocking Stuart off his feet. Kevin and Bob LAUGH at him.He tries again, frustrated.An ELDERLY WOMAN slowly drives by humming along to "Ride of the Valkyries," ignoring the Minions. The Hippie's hitchhiking paper sign blows into Stuart's face. He hands it to Kevin.He then proceeds to sit on a rock, which he throws in frustration. The rock slides out from beneath him. He SCREAMS, annoyed. Kevin shrugs.He writes the word "Orlando" on the sheet of paper. Another CAR is coming. Kevin walks to the center of the road and holds the "ORLANDO" paper above his head. The car approaches, no indication of stopping, but Kevin stands his ground. Bob SCREAMS as the car, a family station wagon with suitcases piled on the top, stops right in front of Kevin, inches away. Scary silhouettes come through the dust. The station wagon door opens, revealing an intimidating- looking husband and wife in the front seat. The woman pets a CAT, which she holds in her lap. WALTER, the father, a conservatively-dressed suburban type, glares at the Minions. MADGE, Walter's wife, is June Cleaver-meets-kill-you-with-a- cleaver. She slices an APPLE with a SCARY KNIFE. And then a SMILE breaks out on Madge's face.WALTER JR. is a massive adolescent hulk. He rolls down the window excitedly.TINA is the teenage daughter.Walter helps BINKY wave to the Minions.Kevin grabs Stuart and pushes him into the car. They all pile in. INT: NELSON FAMILY STATION WAGON Kevin and Stuart are crammed in the backseat with the kids. Walter Jr.'s gigantic stature is really making them cramped. Bob is in the front with Walter and Madge.Madge GIGGLES. She holds up an apple slice.Bob takes one.Stuart sees Walter Jr. staring at the apple slice, licking his lips. He holds it up, as if to say "you want it?"Walter Jr. GULPS IT. He SLAPS Stuart on the back. THANKS MAN! Walter pulls the car over.Walter takes out a GUN, pulls down a ski mask. Madge, Walter Jr., and Tina take out GUNS and put on SKI MASKS.The Nelsons exit the car. The Cat, still sitting on the front seat, and also wearing a ski mask, MEOWS.Stuart shrugs. REVEAL that the car is sitting in front of a BANK. And we IMMEDIATELY hear MUCH YELLING AND SCREAMING coming from inside the bank. BANK ALARM. The Nelsons RUN OUT OF THE BANK, clutching bags of money...They get in the car. Take off the masks.They take off, speeding down the road. COP CARS PULL UP BEHIND THEM, SIRENS BLARING!Walter leans out the window and begins to FIRE PAINT-BALLS at the POLICE CARS' WINDSHIELDS.RELOAD! He tosses his gun to Madge, who reloads for him.RELOAD!Walter HUMS joyfully as he fires, but then his weapon gives out.A police car rams the back of the station wagon.Walter struggles to keep control of the car. When the windshield wipers on the police car wipe away the paint, the cops see that the Nelsons' station wagon has turned 180 degrees and is facing their car.Walter REVERSES down the street at an alarming speed. Kevin grabs a TINY PISTOL. Stuart grabs a HUGE MISSILE BLASTER. They begin to fight over the weapons. WALTER HITS a bump in the road, turning the car in the right direction... Stuart accidentally FIRES a MISSILE at a TELEPHONE POLE! It falls, starting a chain reaction which knocks down a row of poles and ultimately, a WATER TOWER, blocking the COP'S PATH and causing a pile-up!Kevin pushes the weapon over to Stuart and blames him.Kevin and Stuart begin to fight over the weapon once again.Kevin and Stuart look at each other, unsure of what to say.The Minions smile sheepishly. You got us!Binky takes out a GRENADE and pulls the pin.Walter hurls the grenade out the window and it EXPLODES in the background. INT: MINION CAVE - NIGHT Several Cheerleader Minions are rooting for a lifeless soccer game. One minion kicks the ball toward the net. The goalie unenthusiastically reacts several moments after the ball has already scored.The Minions head over to the cave entrance, where they begin to BOW DOWN to an unseen giant creature, revealed to be a YETI. Dave quiets the Minions so their new leader can speak.The Minions CHEER! INT: NELSON FAMILY STATION WAGON - DAY The Nelson family drives in Central Florida. Walter Jr. sleeps peacefully, holding a wide awake Stuart like teddy bear. Drool DRIPS out of his mouth. Stuart tries to BLOW it away from him. Kevin, sitting next to Tina, sees her paging through a VILLAIN-CON INTERNATIONAL guidebook.She turns the page.She unfolds the magazine's CENTERFOLD revealing SCARLET OVERKILL, a stunning woman clad in all-red, holding a crossbow and standing atop a pile of other villains.Kevin is intrigued.EXT: ORLANDO, FLORIDA - DAY Orlando! But nothing is there yet. Just loooots of swamp land. A sign says: ORLANDO (COMING SOON!)The Nelsons pull up to a RUN-DOWN SHACK that says BAIT SHOP. 545 is painted on the side. Walter rolls down the window. There is a small mic, like he's ordering fast food at a drive-thru. There is even a menu board of different worms and fish.A bell on the speaker box DINGS. Suddenly, the SHACK SPLITS OPEN, and a car-sized METAL TUBE telescopes out into air, and then SLAMS TOWARDS THE GROUND... ...completely covering the Nelson Wagon. The tube RETRACTS BACK INTO THE GROUND, taking the Nelson Wagon with it. The shack FLIPS BACK TOGETHER as if nothing happened. We PAN DOWN through the ground... INT: UNDERGROUND CONVENTION CENTER - ENTRANCE - DAY The tube drops the Nelson Wagon onto a platform. They ride the platform towards VILLAIN CON! INT: NELSON FAMILY STATION WAGON - DAY Everyone is REALLY excited! The Minions look to each other, ecstatic.INT: UNDERGROUND VILLAIN CONVENTION CENTER - PARKING The Nelson Wagon parks among the other villains' cars. Their license plate reads, "LUV2ROB." Big armored villains get out of their big armored vehicles. The Minions and Nelsons get out.Madge WIPES a smudge from Binky's face.Kevin imitates Madge and wipes a smudge off Bob's face. Bob GIGGLES. The Minions turn towards the GIANT BUILDING.INT: UNDERGROUND VILLAIN CONVENTION CENTER - DAY The Villain Con in all its glory! True insanity. All sorts of villains, of every age and size. Weapons everywhere they look: antique, modern, futuristic. A Banner reads: "WELCOME TO VILLAIN CON 1968." The Minions split up to cover more ground. Bob gets in a line of hopefuls who wait to meet with a HENCHMAN PLACEMENT SPECIALIST. He is currently interviewing a lizard.The Lizard BREATHES FIRE on the guy, toasting him.Bob walks up to a FEMALE HENCHMAN PLACEMENT SPECIALIST.Bob nods, holds up his stuffed bear, Tim, and makes him dance.Bob takes a piece of paper and some scissors, creates an EVIL FACE for Tim and makes him ROAR. The Henchman Placement Specialist is unimpressed.Later BOB, clutching a business card, is talking to a scientist, PROFESSOR FLUX. Flux has all sorts of gizmos and gadgets his table.There are many, many identical Professor Fluxes helping move Flux's stuff. One of them walks up to the Flux talking to Bob, and PUSHES him out of the way.Yet another Professor pops out of the time machine.A few Professor Fluxes are moving a GIANT MACHINE.Future Professor Fluxes accidentally hit the original with the giant machine, breaking his neck and KILLING HIM.They all SCREAM and all the other Professor Fluxes disappear.Bob walks away, confused. Meanwhile, Kevin is walking through the crowd when he sees A LARGE, RED STATUE of a WOMAN illuminated by a SPOTLIGHT looming over the crowd. He hears A VOICE coming from the statue area.Kevin walks over. He looks up and sees...Kevin can barely contain his excitement. He runs up to Stuart and Bob...The Minions follow, trying to get to the convention hall. INT: UNDERGROUND VILLAIN CONVENTION CENTER - HALL - DAY The giant hall is jam-packed with evil-doers. LARGE SPOTLIGHTS FLASH. It's like the beginning of the world's BIGGEST concert.The Minions are getting EXCITED.The SILHOUETTE of a woman appears behind a large screen.The crowd goes CRAZY! We see the Nelsons CHEERING in the crowd. BOOM! SCARLET OVERKILL herself ROCKETS OUT from behind the screen using an extremely stylish art-deco JET-DRESS. She LAUGHS.She lands on the stage, as the jet-dress retracts. The Minions are excited. She looks calmly at the ROARING CROWD.A MAN DRESSED AS SCARLET CHEERS in the audience.FRANKIE FISH-LIPS, a SEA CREATURE gets up.The crowd CHEERS!The crowd goes NUTS! The Minions can barely contain their excitement!Kevin is hanging on her every word.The TRIBE appears onstage, chanting Kevin's name! We see that Kevin is daydreaming all of this. Stuart tries to snap him out of it. Finally, he PUNCHES him.She HOLDS OUT HER HAND. In it is a tiny RED DIAMOND.Quiet beat.The Minions go to get up... ...and MORE VILLAINS RUSH THE STAGE.The BIG GOON gets onstage and begins to fight Scarlet.She GRABS HIM by his nostrils. WHOOPS! Scarlet PUMMELS him.She finally TOSSES him, sending him flying back. The Minions, frightened, RUN in the other direction as more and more villains flood the stage. The Minions are pushed toward the stage among the chaos. SO COOL!! The Minions are KNOCKED to the stage in the flow. Bob's teddy bear, Tim, is knocked out of his hands. We see Bob CHASING him as he is kicked around the stage. Scarlet continues to pummel the villains effortlessly. She practically juggles the ruby as the villains leap for it. Kevin and Stuart are about to leave the stage, but they see Bob still chasing around Tim. She continues to defeat the villains.She pummels several more villains. The BROADSWORD VILLAIN CHARGES Scarlet. She stops his blade with her heels and proceeds to kick it into the air. The sword FALLS to the stage, and she uses it to SMACK MAD DOG MCCRACKEN, a SCOTTISH VILLAIN, off the stage. We see the ruby, Tim, and villains FLYING all over the place. All the villains CONVERGE on Scarlet at the same time. You can't even SEE Scarlet as the villains PILE ON. But one by one, they go FLYING BACK, FLYING UP IN THE AIR, are chopped, kicked, kneed... Scarlet WIPES HER BROW.She then realizes that she is holding Tim in her hand instead of the ruby. The audience is STUNNED.Bob, still on the stage, sits up. He COUGHS UP THE RUBY! Scarlet sizes them up, she can't believe it. A BEAT, before she accepts them wholeheartedly.The remaining crowd starts CHEERING. The Nelsons, in the crowd, applaud. Walter turns to a GRIM REAPER villain next to him.In his excitement, Walter shakes the Grim Reaper so hard he COLLAPSES and FALLS APART. EXT: UNDERGROUND VILLAIN CONVENTION CENTER - PARKING - DAY Scarlet puts on a pair of cool sunglasses and steers the Scarlet Jet up, up into the sky.The Minions, sitting behind her, each in their own row, do.INT: SCARLET JET - DAY The Scarlet Jet soars through the sky as Stuart sips a martini, Bob sticks his head out the window like a dog, and Kevin makes a phone call. The dial tone BEEPS... INT: MINION CAVE - DAY The Minions are trying their best to entertain the Yetis. HUGE song and dance number to "Make 'Em Laugh." They dance around in a choreographed dance routine, ice skating, falling through the ice, etc. A phone RINGS. Minion Dave answers it. Kevin's on the other line.Dave holds the phone to the crowd so Kevin can hear them singing for the Yeti. BIG FINISH! A Minion blows into a TUBA. The reverb causes a HUGE icicle to fall ON TOP OF THE YETI CHIEF, KILLING HIM! The other Yetis look to the Minions.The Yetis look furious. They GROWL.EXT: MINION CAVE - DAY The Minions RUN FOR IT! Yetis in hot pursuit. They stop, but the Minions run on. INT: SCARLET JET - DAY Kevin hears a dial tone.EXT: SKY - DAY The Scarlet Jet SOARS over LONDON, ENGLAND in its 1960's glory. The highest building we can see is CASTLE SCARLET, an awesome castle built on a hill.The jet parks in a hangar at the base. INT: CASTLE SCARLET - HANGAR - DAY The Minions are taken aback by the size of the hangar.Scarlet helps Bob off the Scarlet Jet's ladder.She notices her husband, Herb.HERB OVERKILL, a cool hipster in a suit, sits casually in a CHAIR that lowers down into the room. Scarlet walks over to him and HUGS him.He hands her a greeting card with a little bird on it. The bird's heart pops out on a spring when Scarlet opens the card.They're entranced by each other, about to kiss. Stuart giggles and makes fun of them. Kevin and Bob LAUGH, too.The Minions snap to attention.He takes Stuart's hand and does an elaborate handshake that Stuart would have no way of doing.INT: SCARLET'S LAIR - TROPHY ROOM - DAY An elevator opens. The Minions follow Scarlet and Herb into Scarlet's trophy room. The Minions can't believe their eyes, the place is packed with rare and valuable items that Scarlet has stolen the past: Paintings! Statues! Sleek rare cars!Stuart b-lines for a corner dedicated to ROCK MEMORABILIA. Records, instruments, costumes.Stuart reaches for Jimi Hendrix's guitar. Bob is admiring an original Andy Warhol (Campbell's Soup) painting.Scarlet's demeanor changes, she's suddenly all business.She approaches a painting of QUEEN ELIZABETH.Kevin shakes Bob, excited.The Minions jump up and down happily.DISSOLVE TO:

Minions. Minions have been on this planet far longer than we have. They go by many names...Dave, Carl...Paul...Mike...

Making their master happy was the tribe's very reason for existence. That's not to say that they didn't have OTHER passions....

Finding a boss was easy. But KEEPING a boss, therein lies the rub.

With the emergence of the Stone Age, came the rise of a new species...

Man was VERY DIFFERENT from the dinosaur. He was shorter, hairier, and way, way smarter.

Their quest for a boss put the Minions front and center for some of civilization's most historic moments.

The Dark Ages were actually fun times. Their new master had a tendency to party all night and sleep all day.

They bounced from one evil boss to another... But they never seemed to find their perfect fit.

Years passed, as the Minions forged their own civilization. They truly made a life for themselves.

They felt empty inside. Without a master, they had no purpose. They became aimless, and depressed.

But all was NOT lost, for ONE MINION had a plan. His name was...Kevin.

He was EXCITED to share his idea with the tribe. He'd been preparing for days, weeks, months...but now he was ready!

Go back to the outside world, and HE WOULD NOT return until he had found HIS TRIBE THE BIGGEST, BADDEST VILLAIN TO SERVE!

Bob was eager to go, but Kevin thought he was just not strong enough for the dangerous journey ahead.

Eventually Bob's energy and enthusiasm, but mostly lack of other volunteers, changed Kevin's mind.

The tribe said their farewells. Kevin had given them something they hadn't had in a very long time...hope.

Kevin felt pride, he was going to be the one to save his tribe... Stuart felt hungry, mostly, he was going to be the one to eat this banana.

Our fabulous new range of turtleneck sweaters are now available in the men's fashion department. Women's bell-bottoms and tie-dyed shirts marked down.

Have you decided WHICH of these three gentlemen you'll go on a date with? Is it Bob?

Gosh, this is so hard. They all sounded so cute. Ummm...I think I'm gonna go with---

ON TV: We PULL OUT, a retro graphic shows a criminal's arm brandishing a knife...

You're watching the top-secret Villain Network Channel. If you tell anyone, we'll find you.

...for eighty-nine years straight, the biggest gathering of criminals ANYWHERE! That's right, Villain- Con!

Attend guest lectures from esteemed villains! Make contacts in the underworld community! And, for the first time ANYWHERE...SCARLET OVERKILL!

Move aside, men! There's a new bad man in town, and that man...IS A WOMAN!

Get to Villain-Con THIS WEEKEND! Only at 545 Orange Grove Avenue in Orlando, Florida! So much fun, it's a CRIME!

Oh, Walter, look! These adorable little freaks are headed to Orlando too!

Oh, you too. Growing...uhhh...boy- like...creatures need their strength.

Say, fellas...can we get personal for just a second? Why ARE you going to Orlando?

Come on, you can tell us. You're going to Villain Con, aren't ya?

I knew it! I knew you were villains, didn't I, honey? What a small world! Hope we're not in rival gangs!

When we get to Orlando, I'm gonna get all my favorite villains to sign my magazine! Dumo the Sumo---

Oh Kevin, you don't wanna work for him, he ate his last henchmen.

Scarlet Overkill, the coolest super villain, like, EVER! She started out as your average little girl, braces, pigtails...BUT by the time she was THIRTEEN she built a criminal empire. If I was a Minion, that's who I'D want to work for.

Alright, here we go! Well, this is it. I wanna tell ya, and I really-- I mean this--I really appreciate what you did back there with the cops. Really---

Good luck in there, boys. I hope you find what you're looking for.

I'm sorry, but I'm not looking for any more servants. For I, Professor Flux, have invented THE WORLD'S FIRST TIME MACHINE!

Every time I visit the future, I bring my future self back to help me!

Eh, move that over THERE, Professor Flux from two weeks from now!

...SCARLET OVERKILL: The World's First Female Super Villain! Appearing right now in Hall H!

When I started out, people said a WOMAN could never rob a bank as well as a man. Well, times change.

Look at all those faces out there. We are all so DIFFERENT. But we have one thing in common---

We have BIG dreams. And we will do ANYTHING to make them come true. Have any of you ever dreamt of working for the greatest super villain of all time?

Well, what if I were to tell you that I am looking for NEW henchmen?

I truly believe somewhere out there is a villain with the potential to serve greatness! And it could be ANY of you!

Although let's not kid ourselves, truly the only men for this job are Kevin and his Minions! Ten times the evil in half the package! I am just in awe! Let's hear it for Kevin, he saved his tribe!

Just take it from my hand and you've got the job. No big deal, it's almost too simple.

Oh come on, don't be afraid. Just take the stone and get that job. Come on!

Ugh! Didn't my speech inspire anyone to rise up and prove themselves worthy? All these villains and yet I still have the...bear. Stuffed bear. Why am I holding a bear?

Behold! The last creatures you'd expect to win the day have emerged victorious! Everyone, meet my new henchmen, the Minions!

Bello? Hey, Kevin! Eh? Le Boss? In England? Nah! Ou le finto le boss! Speta.

I missed you. H. It's me, I'm the H. Also there was no bird. Also me.

Herb, seriously, I wanna dig up that William Shakespeare so he can see what true writing is. I love it.

Meet my husband Herb. Inventor, super genius, fox. Herb, these are the new recruits, Kevin, Stuart and that cute little one is Bob.

Right on, you guys are crazy little and way yellow and I DIG THAT.

Checking out my can? We stole that because FINALLY someone expressed my love of soup in painting form.

This is Queen Elizabeth. Ruler of England. Oh, I love England. The music, the fashion...I'm seriously thinking about overthrowing it someday.

Anyway, this pale drink of water oversees it all. I'm her biggest fan, LOVE her work...and I really really really want her crown.

Steal me the crown, and all your dreams come true! Respect! Power!

What a BEAUTIFUL moment. The nation, NAY the world was celebrating Kevin, Stuart, and Bob. The last few thousand years were rough, no question, but things were FINALLY going their way!

And THAT is how the Minions found their new boss. He was cunning, he was evil, he was perfect. He was...despicable.

MOVE!!---Kevin! Kevin, I KNOW YOU'RE OUT THERE! You think you've GOTTEN AWAY? Well, what do we have HERE?

Oh my goodness! Which one shall I kill first? Little Bob? Stuart? Bob? Stuart? Hmm? I will do it, Kevin, if you are not back here by DAWN!

Oh! You look SO great. I feel like a proud mama, with three dashing, evil sons.

Good luck getting that crown tomorrow, little piggies! I know you won't disappoint me.

Don't you "Scarlet" me, you backstabbing little traitors! Using Herb's invention to steal my crown?

You stole my dream! I was going to conquer England some day! There was going to be a coronation, and I was going to be made QUEEN. Every moment was planned, I'd wear a dress so sparkly it glowed, and EVERYONE WHO EVER DOUBTED ME would be watching, and they would be CRYING. I was going to be the picture of elegance and class and you PINHEADS screwed it up!

I don't have time to answer any questions, I just want to thank the Minions, for going above and beyond the call of duty. You are three tiny, golden pill-shaped miracle workers, and you have stolen not just England, but my heart.

WOW, so many! Good for you. Well, you'll all get what you deserve!

I don't want you to take this the wrong way, but I hate you. I thought I could get over what you did, but I feel so betrayed. I think, yes, I think we're gonna have to break up. And it's not you...oh wait, hold on. It is you. It's 100% you.

So get comfortable, Minions. Get real, real comfortable. Because this is where you're going to spend the rest of your worthless little lives.

Nice...Just one more thing to do. Gotta look good for the public, uggh. Do you mind?

And that MUSIC, oh, who IS that organist? She is good, right? She looks like an Edna?

And SO HELP ME, I never want to see another one of your goofy, bug-eyed faces EVER AGAIN!

And just for the record my little deviled eggs, you can thank KEVIN for what I'm about to do to you!

They took everything from me! My castle! My reputation! Things look bleak, baby, I'm not gonna lie! But now AT LEAST I HAVE MY CROWN!

You have NO IDEA who you're messing with! I am the greatest super villain of all time.

Ah! Get back here--Are you really going to allow that little penguin to make off with my crown?

Noooo-hoooo, no! Don't get too close, boys. When it's completed it'll be my ultimate weapon, but right now it's leaking radiation like you would not believe.

Kevin. Kev-bo. Seventh Kevin. YOU are the proud owner of my LAVA LAMP GUN!

Pretty cool, right? And finally, Stu. Stu-art. Stu-perman. Beef Stu. I got you the coolest invention, probably ever.

That is a GROOVY IDEA! I'll go get some cookies and warm milk. This is gonna be SOOOO FUNNNNN!

Who's this handsome Herb fella? No, my name is...Blerb, I'm a, a dungeon master. PREPARE FOR TORTURE, WHICH I DO!

There's no laughing in the dungeon! I wanna see tears, and I wanna hear screams or I am gonna get--

Gave it a sweetheart neckline because you're my sweetheart. The high collar and cinched waist reflect a simpler, more violent time. The material is a blend of taffeta and high density body armor. Fully armed and loaded. And that glow, that's nuclear.

Come on, come on...lift on two! ONE--TWO!! ONE--TWO!! ONE--TWO!!

Seeing stars, seeing stars...losing feeling in my legs, perfect...tight, tight, tight...

It's cold snowy, and the Minions are homeless. One Minion trips over a rock--except it's not a rock, it's another MINION buried in the snow. He helps him out. Several Minions fight over a MAP. Dave grabs it and points into the distance.They realize that the mound they are standing on is actually a POLAR BEAR. The Minions RUN AWAY, with the Bear chasing after them. They make it to a LAKE, where they JUMP onto a sheet of ICE. They begin to float away, but then realize that there are several other BEARS at the other end of the lake. INT: SCARLET'S LAIR - HERB'S LAB - LATER The Minions walk into Herb's lab, a very hip swinger's pad. They are drawn to A LARGE CONTRAPTION in the corner. Herb is overhead, watching them.Herb TOSSES away his cup of coffee.He uses an extend-o arm to lower himself from the platform.Herb fills a gun with ORANGE LAVA.Kevin's EYES WIDEN. This is cool.Stuart rubs his hands together with excitement.Herb hands Stuart the HYPNO-HAT, an orb-shaped helmet.

The helmet expands on Stuart's head and begins to HYPNOTIZE Kevin and Bob. Bob begins to CLUCK like a chicken. He turns toward Herb, who promptly turns off the helmet.Scarlet enters the room.Bob is having trouble with his extend-o arms.INT: CASTLE SCARLET - MINION QUARTERS - NIGHT Bob excitedly bounces up and down on the bed.Stuart tries to take a LARGE AXE down from the wall. He FALLS over, barely missing Kevin with the axe. Kevin scratches himself, not noticing the axe behind him.He finally stops bouncing.She turns. The Minions are already tucked in and ready.She sits down at the end of the bed.She begins.Bob leans in, excited, as we DISSOLVE TO: EXT: BIG COLORFUL WORLD - BOB'S HEAD - DAY Pretty pink countryside. Rainbow in the sky. We see the THREE PIGS coming our way.REVEAL: THREE PIGS, who look an awful lot like our three Minions. The Pigs walk up to a SCARLET WOLF. A female wolf that is clearly Scarlet, who LOOMS OVER THEM, THREATENINGLY!Scarlet Wolf suddenly is all smiles, very friendly!Scarlet Wolf walks the piggies home. We see Over Kevin- Piggy's head is a THOUGHT BALLOON of ALL HIS MINION PIGGY TRIBE hanging out in the snow.They head into her castle.Scarlet Wolf shows them crayon-drawn BATTLE PLANS.The Minion Pigs sneak on their tiptoes into THE TOWER OF LONDON.They are KICKED OUT by the Guards. BACK AT CASTLE SCARLET. The Pigs come back empty-handed.She pulls a string. ANVILS FALL ON THE PIGS, KILLING THEM. Followed by a bathtub. And then a spaceship. And then a stockpile of bombs. It EXPLODES.Kevin and Stuart hold each other, horrified. Bob is happy. End of story.Kevin and Stuart are FREAKED OUT.Herb stands in the doorway, eating a cookie and drinking milk. They walk out of the room together. Kevin and Stuart don't know what to make of that story. They look at each other, terrified. WHAT HAVE THEY GOTTEN THEMSELVES INTO?!?! Bob is already fast asleep. EXT: TOWER OF LONDON - FRONT ENTRANCE - DAY CHYRON TEXT: Tower of London - London A double-decker bus stops in front of the Tower of London. Kevin UNROLLS what looks to be PARCHMENT. It is the ripped from THE PAINTING OF THE QUEEN in Scarlet's throne room.As they approach the TICKET COUNTER, Kevin turns to them.Kevin leads Stuart and Bob away...but then gets an idea. TIME LAPSE: The Minions, stacked on top of each other and dressed like a woman, stumble up to the ticket counter. Bob FLIRTS with a Frenchman on the way. Kevin looks at the Frenchman through his goggles, which are hidden in the woman's "chest." The Frenchman is startled, but yet, still intrigued by the woman.But then Kevin corrects him, making it sound as though the "Woman"'s stomach is talking.Kevin then sets a GOLD BAR from Scarlet's treasure room on the counter as payment. Bob giggles sheepishly. The Ticket Vendor doesn't bat an eye and hands him a ticket.The Minions enter the Tower of London and proceed to explore, looking at their map and keeping an eye on the GUARDS. They get to a room marked "KEEP OUT" and sneak in. INT: TOWER OF LONDON - HALLWAYS - CONTINUOUS They take off their Woman costume and strap on their overalls and Herb's gear.The Minions run over to the Crown Jewels room, but a group of BEEFEATERS approaches.Stuart pushes Kevin out of the way.He presses the button on his Hypno-Helmet and walks toward the Beefeaters, singing the opening bars to the song "HAIR."He hypnotizes the Beefeaters...they fight it at first......and they begin to SING and DANCE AROUND to the song. They begin to throw off their clothes and remove their hats, which REVEAL LONG, FLOWING heads of HAIR. Kevin finally pulls Stuart and Bob away and they flee up the stairs. The stairway is long and difficult to climb, but after a while, they finally reach the top. INT: TOWER OF LONDON - TOP FLOOR - CONTINUOUS Before them, a GIANT STEEL DOOR. Kevin takes out the LAVA LAMP-GUN. He aims it at the door, gently SQUEEZES the trigger, and the LAVA LAMP-GUN FIRES, MELTING A HOLE THROUGH THE DOOR. INT: TOWER OF LONDON - HALL OF TREASURES - CONTINUOUS At the end of the room, kept on a big platform under glass is THE QUEEN'S CROWN!They head for the crown. From out of the shadows hobbles THE KEEPER OF THE CROWN. A old, feeble man in a ragged beefeater uniform.Reveal, he is actually pointing in the wrong direction. The Minions LAUGH. The Keeper realizes where they are and SMACKS Kevin with his cane.WHAM! He SMACKS Kevin again and again with his cane, pummeling him.Stuart then attempts to hypnotize the Keeper of the Crown.He kicks Stuart out of the way. The display case then begins to lower through the floor. Kevin points to it.Kevin grabs the lava gun from the floor and points it at him. It lights up...He presses his rapier against the barrel of the gun, but the gun jams up, TOSSING him against the wall and SPLATTERING lava all over the room. A FACE MASK from one of the room's suits of armor lands on his head.The Minions JUMP through the crown tunnel's opening. They land on the crown, taken down the tunnel...Bob uses Herb's suit to rip open the top of the display case like a can opener. But before he can grab the crown, the platform stops moving! EXT: TOWER OF LONDON - QUEEN'S ENTRANCE - CONTINUOUS A pair of CURTAINS move aside, revealing Royal Guards. The display case moves forward on a conveyor belt. A guard TAKES the crown and walks outside with it, followed by other guards. The Minions, hiding in the platform, peer out.The guard carries the crown over to a waiting GOLDEN CARRIAGE. EXT: STREETS OF LONDON - DAY The Minions run after the carriage.The Queen politely waves from the carriage as throngs of onlookers CHEER and WAVE. The crown is ON HER HEAD.The Minions RUN THROUGH THE CROWD, trying to keep up. As Bob runs, his STRETCH-SUIT LEGS spring out, telescoping and making his legs longer.He GRABS Kevin with one hand. GRABS Stuart with the other. He begins to chase after the carriage on his long legs. The Queen continues to wave from her carriage.Bobbies, The Royal Guard, and Beefeaters are stunned!They chase after Bob, grabbing his long legs and tripping him. Kevin and Stuart fling forward. Kevin lands on one of the horses, which sends them BOLTING down the street. The horse KICKS Kevin into the driver's seat, knocking the DRIVER onto the street. The Bobbies continue to pin Bob to the ground by his legs.He manages to pull away from them. He JUMPS onto a rooftop, using his long legs to propel him.INT: POLICE STATION - CONTINUOUS The Sergeant speaks back into his radio.The Sergeant presses a button and alerts the entire police force, who chase the runaway carriage through the streets. EXT: STREETS - CONTINUOUS The carriage is out of control. Kevin takes the reins. Meanwhile, Bob uses his long legs to run across London rooftops. He falls down to the street, SCREAMING and DODGING cars with his acrobatic, retractable legs. A CAR knocks him into a ball and he begins to ROLL until he falls down an OPEN MANHOLE. BACK TO THE QUEEN. The carriage is still out of control. INT: QUEEN'S CARRIAGE - CONTINUOUSStuart JUMPS INTO THE CARRIAGE.He attempts to GRAB THE CROWN off of the Queen's head.He tackles her and a struggle ensues. Stuart manages to grab the crown for a moment, but then the Queen GRABS it and begins to PUMMEL Stuart.INT: MANHOLE - CONTINUOUS In the manhole, a TRAIN approaches. BOB lifts himself up and the train passes through his legs before it begins to drag him along as well. Bob SCREAMS. EXT: STREETS OF LONDON - CONTINUOUS Kevin sees that they are headed straight for the RIVER THAMES! Kevin tries to stop the carriage, but accidentally releases the horses instead. The carriage continues to speed toward the water. Bob pulls himself to the surface from the sewer. He grabs the carriage as it passes over the manhole and climbs on top. In an attempt to stop the carriage, Bob grabs it with one arm and one leg and shoots the long arm and leg across the street, grabbing a light post. He holds on tight! He stops the carriage from falling into the river, but it quickly rubber-bands back onto the street, still out of control. The strain makes the LONG ARMS POP AND SMOKE as Bob holds tight, forcing the carriage OFF ITS PATH and down SWORD AND THE STONE SQUARE. TOURISTS RUN OUT OF THE WAY... ...revealing the carriage is headed RIGHT FOR A TREE NEAR EXCALIBUR! Kevin and Bob SCREAM! Queen and Stuart peer out the back window of the carriage, SCREAMING! EXT: STREETS OF LONDON - CONTINUOUS WHAM! The carriage CRUNCHES against a tree. Kevin and Stuart FALL OFF. Stuart has the crown on his head! He LAUGHS triumphantly. But then the Queen grabs it from behind.Two BOBBIES JUMP and capture Kevin and Stuart. Bob continues to run toward THE SWORD IN THE STONE......and with NO EFFORT AT ALL, pulls the sword from the stone! EVERYONE GASPS! A LIGHT shines down from the heavens. DOVES circle overhead. A CHOIR OF BOYS (AND A BOBBIE) begins to SING a hymn. EVERYONE DROPS TO ONE KNEE. Kevin and Stuart are confused.INT: BRITISH NEWSROOM - DAY A BRITISH NEWS REPORTER is in the middle of a news report. He prepares TEA as he reads. We see FOOTAGE of Bob holding the sword, Queen Elizabeth giving him the crown.INT: CASTLE SCARLET - DAY Scarlet is watching the news broadcast at home. Scarlet SPIT- TAKES the martini she's drinking.She angrily KICKS over the TV monitor. She gets in the Scarlet Jet. She ANGRILY pulls back the throttle. The jet ROCKETS FORWARD. MONTAGE: EXT: OPEN SEAS - DAY The Minions have tied a chain of inner tubes to a barge to travel by sea. EXT: PORT OF SYDNEY - DAY The Minions happily climb onto a dock with the Sydney Opera House in the background.EXT: AUSTRALIAN OUTBACK - DAY We see the Minions traveling in Kangaroos' pouches, becoming nauseated.EXT: SNOWY WASTELAND - DAY They reach a large GORGE between "Australia" on one side and "India" on the other. One Minion attempts to jump over it, but FALLS. His jacket catches on a BRANCH. The Minions behind him use their bodies to form a BRIDGE and cross over successfully. The fallen Minion is then seen waving for the other Minions to help him. INT: INDIAN PALACE - DAY The Minions DANCE alongside several Indian dancers. EXT: "MOON" - DAY As Astronauts plant the flag on the moon's surface, the Minions walk by. PULL OUT to reveal they are on a soundstage. Yes, the moon landing is FAKE, deal with it.EXT: SKY - DAY The Minions CLING to an airplane wing as they continue their journey. INT: LIMO - DAY Bob sits in his limo, dressed in full royal garb and looking out the window, LAUGHING with Kevin and Stuart. The limo pulls up to Buckingham Palace. The ROYAL ADVISER opens the door.Bob sees the Royal Guard, lined up, intimidating in their official uniforms. He shuts the door to the limo.Bob smiles.EXT: TRAFALGAR SQUARE - LATER All the Guards are clad in MINION COSTUMES. MUCH better for Bob. As he walks the red carpet, he hugs each one around the legs.A podium on the balcony before a massive crowd. Before Bob steps up, Kevin wipes another smudge off his face. Bob approaches and ADDRESSES the crowd completely in gibberish. He begins with:The crowd CHEERS.Bob continues his long-winded, impassioned speech. He makes a few jokes, which only Kevin and Stuart LAUGH at. When he concludes, the crowd stares at him blankly. He glances back to the Royal Adviser, who SHRUGS.The crowd applauds again. Bob DROPS the mic. INT: BUCKINGHAM PALACE - THRONE ROOM - DAY MONTAGE: The Minions RUN throughout the palace, LAUGHING and goofing around. The BUTLERS chase them, trying to maintain order as they slide on bannisters, etc.Kevin PLAYS POLO while riding a CORGI. A group of other POLO PLAYERS follows behind, stampeding through the room. Stuart finds the STEAM ROOM and SMILES. He takes off his overalls, revealing THONG underwear beneath. Bob continually RINGS a BELL and hides, confusing the BUTLER.Stuart is now in the Steam Room, with two YELLOW FIRE HYDRANTS at his side. He hits on them and KISSES them.Bob POSES for a very regal portrait while Stuart lounges around, playing his ukulele. Kevin BATS the polo ball toward the door... ...where SCARLET OVERKILL STOMPS IN WITH A LARGE RAY GUN!The ball HITS her in the face, and then a Corgi TACKLES her as well. She gets up, FUMING. She holds the Corgi, who LICKS her face. The PORTRAIT PAINTER quickly runs out of the room.Kevin offers Scarlet the crown and tries to explain that they did it all for her.Scarlet points her gun at the Royal Adviser.HARD CUT TO: INT: PARLIAMENT - LATER Parliament is packed. Everyone has gathered to watch Bob, wearing a Parliament wig, pound the gavel and rant.EXT: BUCKINGHAM PALACE - FRONT YARD - DAY Scarlet is talking to reporters.She HUGS them. The Minions look touched.Scarlet continues to smile for the cameras.Kevin takes out his wallet, shows her a huge fold-out collection of pictures of his buddies. She looks at it.The Minions are EXCITED! This is it! They follow her, and begin singing THE MONKEES' THEME, made more Minion-centric. She leads them through numerous rooms, still singing. They walk through the kitchen, bathroom, etc. INT: BUCKINGHAM PALACE - DUNGEON - DAY She leads them down a stairwell. The Minions walk down, singing... They arrive at a door at the bottom of a stairwell, confused.They enter the room. She SLAMS the door. Looks in on them from the window.They see where they are: AN OLD FASHIONED DUNGEON. Skeletons. Cobwebs. Cells drip dirty water. AND TORTURE DEVICES. Lots and lots of Torture Devices.She leaves. INT: BUCKINGHAM PALACE - DUNGEON - CONTINUOUSThe Minions know that voice. They turn around: REVEAL: It's Herb, wearing an executioner mask. And his pin- striped suit.HARD CUT: The Minions are on a STRETCHING RACK. They are frightened. Herb STANDS BEFORE a WHEEL.He SPINS the WHEEL before him, the Minions stretch... ...and are surprisingly OKAY!HARD CUT:Kevin is in a noose. Herb PULLS A CORD... The floor gives out below Kevin. However, due to his shape, he's completely fine. Bob, excitedly, goes next! He's fine! Finally, Stuart LEAPS THROUGH and does some IMPRESSIVE CIRQUE DE SOLEIL type moves via the dangling noose.The Minions are playing with the equipment, having a great time. Herb tries to stop them.He takes a photograph of it. HARD CUT: Herb is in a stockade.He pretends he's dead as Kevin takes a picture. We see a bunch of pictures taken by the Minions during the torture. Having the time of their lives with Herb. The Minions and Herb leaf through the pictures, laughing, share good times. Herb takes a selfie as he holds a spear behind his head, making it look like it's gone through his skull.He leaves. And then comes back.He leaves again. The Minions run for the door, but it SHUTS. INT: BUCKINGHAM PALACE - DAY Scarlet is getting her hair done by the very chic FABRICE.Scarlet is looking in a mirror, getting ready for the coronation.She holds up a CRAYON DRAWING that she did of herself as a young girl.Missiles EXTEND FROM HER DRESS, she FIRES THEM at Fabrice... ...knocking him out of the castle. Herb walks in, looks out the hole in the wall caused by Fabrice.Herb pulls tight on her corset.A BUTLER walks in on the scene holding a tray of coffee.The Butler awkwardly backs out of the room. INT: DUNGEON - CONTINUOUS Kevin notices a SEWER GRATE! Kevin and Stuart pull off the grating.They toss it onto Bob, who can barely support it.INT: SEWERS OF LONDON - DAY Kevin, Stuart and Bob make their way through the sewer, trying to make it to Scarlet. Bob PETS a RAT. They climb up a ladder, out of the sewer... INT: FUNERAL HOME - DAY The Minions PUSH THROUGH FLOORBOARDS... ...and see they have made it into a funeral home...where a funeral is going on. Family members gather around a coffin.Kevin and Stuart leave... INT: SEWERS OF LONDON - DAY Kevin and Stuart walk on...but where's Bob? He drops down the ladder, clutching a FUNERAL WREATH.Kevin thinks for a moment. He pulls out a pen and crosses out "FOR YOUR LOSS" and adds "SCARLET." A BUMBLEBEE flies into the wreath. Bob doesn't notice. He beckons the rat to come along with them. The Minions climb up another ladder. EXT: ABBEY ROAD - DAY They POP UP beneath a sewer cover. They are in the ABBEY ROAD crosswalk, peeking out beneath the lid. We see the legs of THE BEATLES step on top of the Minions as they walk across the street. EXT: STREETS OF LONDON - DAY Scarlet's carriage and caravan heads down the street. The MAN DRESSED AS SCARLET from Villain Con pushes through the crowd and shouts to Scarlet.INT: WESTMINSTER ABBEY - DAY Villains rise as Scarlet walks into the sprawling main room. Thousands of candles. Huge chandeliers. Scarlet proceeds down the center aisle with Herb.She GRABS Tina Nelson's face and SHAKES it.The Elderly Lady Organist gives her the thumbs up. They approach the ARCHBISHOP, flanked by MOBSTERS on either side.Scarlet, in her exuberance, SQUEEZES HIS FACE.EXT: WESTMINSTER ABBEY - SEWER GRATE - EVENING The Minions lift up a manhole cover and see that they are right in front of Westminster Abbey. Bob is still carrying the rat.They run up to the door of the Abbey. They try to open it. It's locked. Stuart RAMS his head against the wood.Kevin decides to try another way. Bob tries to take the rat.Kevin motions the rat can't come any further. The rat looks at Bob. Bob looks at the rat.He then begins to sing "Auld Lang Syne" as a goodbye song to the Rat (aka "Poochy"). Kevin YANKS HIM OFF-SCREEN.EXT: WESTMINSTER ABBEY - CONTINUOUS The Minions begin to scale the wall of the Abbey. Bob WAVES to a Pigeon nesting on a ledge. They make it to the roof. Kevin looks inside...The Bee from the wreath flies around Stuart's head. He swats at it. Then it lands on Bob's forehead. Stuart SMACKS Bob in the forehead, and Bob begins to CRY. Stuart APOLOGIZES. But then the Bee lands on Bob again. Stuart HITS him again, causing a SLAP-FIGHT. But then the bee begins to chase after both of them! They run away and JUMP INTO THE CHARGE... ...landing on a CHANDELIER. They begin to run in circles away from the bee on the chandelier, causing it to UNSCREW from the ceiling.Kevin looks and sees Scarlet and Herb right beneath the chandelier.Stuart and Bob SWITCH directions as they run away from the bee, causing the chandelier to screw back into place.But then they change directions again.Kevin makes his way over to the chandelier on a support wire. He SLAPS the bee away. Bob and Stuart are exhausted. They lay on the chandelier, which stops spinning. Kevin, still holding onto the support wire, REACHES for Stuart and Bob. They grab his hand, but Bob's foot GETS STUCK on the chandelier. It begins to teeter. Below, the crown is about to be placed on Scarlet's head. She GIGGLES with excitement as the Archbishop holds the crown.The Archbishop is about to put the crown on Scarlet's head. She's ecstatic! We've never seen a human being SMILE THIS BIG! But then... Scarlet notices the chandelier falling toward her. But she also sees Kevin and the Minions dangling above. KEVIN!! The chandelier finally UNSCREWS completely, PLUMMETING to the ground. Kevin manages to grab Stuart and Bob before it falls. The chandelier SLAMS DOWN on Scarlet. Hard.The Villains rush toward Herb. The Minions quietly slide down the curtain, getting them to ground level. They run into the crowd. A few villains try to pull up the chandelier.They're almost at the door...when they hear a LOUD CRASH. Scarlet's dress ACTIVATES. She SHOOTS UP and TOSSES THE CHANDELIER into the air. She hovers above the crowd. Bruised. Harried. Chest heaving, ENRAGED.She puts up her hand, points with a shaking finger.She DRAMATICALLY and FURIOUSLY POINTS at the Minions!The Villains begin to CHASE after the Minions through the hallways of the Abbey. The Nelsons stand by, watching in horror.EXT: STREETS OF LONDON - NIGHT The Minions CRASH through stained glass windows, run for it. A beat later... The Villains burst through the building in HOT PURSUIT, taking out the ENTIRE FRONT OF THE BUILDING. The Minions run for it... The villains are gaining on the Minions. A grenade is hurled. Then the Villain who threw the grenade is hurled. He ROLLS right past the Minions. The Minions HIDE in a telephone booth. But it's occupied by a HOCKEY MASK VILLAIN, who chases them away. A COWBOY VILLAIN tries to lasso the Minions, but ends up tripping some of the villains. Then a HUGE DRILLING TANK drills its way through the ground. A SOVIET VILLAIN steps out of the vehicle with an AXE. Stuart and Bob run away.Kevin RUNS in the opposite direction. Stuart and Bob are chased by a CLOWN VILLAIN on a UNICYCLE. He pulls up next to them, juggling grenades. He drops the grenades on the ground. They EXPLODE. Stuart turns a corner but runs into the STOMACH of the Sumo Villain.The Broadsword Villain reaches for Kevin, but misses. Kevin RUNS around a light pole. The Broadsword Villain RAISES his sword, hitting the Soviet Villain. He then SWINGS at the light pole. He misses Kevin, and the light from the pole FALLS onto Broadsword Villain's head. Bob continues to run, and CLIMBS over a wall. He hides behind the wall, thinking he's safe. FRANKIE FISH-LIPS EMERGES from a puddle of water, looking sad and helpless. Bob PATS his head. But then Fish Lips GRABS Bob, pulling him underwater. Kevin continues to run, calling for Stuart and Bob. But they're nowhere to be found. We PAN DOWN, BENEATH THE GROUND...to see the Minion tribe arriving in the London Underground Station. They step off the train and march through the platform.One Minion SCREAMS in a CHILD's face.EXT: STREETS OF LONDON - NIGHT Kevin keeps running. He sees a dirty pub with the blinds pulled, but the lights on. This is THE PIG'S SPLEEN. He runs in. INT: THE PIG'S SPLEEN - NIGHT Kevin runs in. Breathing heavily, he ducks down as the VILLAINS OUTSIDE pass. He sighs, tries to catch his breath. The crowd inside is raucously LAUGHING and PARTYING.Much laughter. That voice sounds familiar. Kevin looks: It's the Queen, standing at the bar!The Queen turns and sees Kevin.Kevin starts telling the Queen about the trouble they're in.Kevin sees the TV behind the bar is showing footage outside of WESTMINSTER ABBEY.Scarlet KICKS HIM out of the way.She holds up a TIED UP Stuart and Bob!Behind Scarlet, the tribe of Minions start filing out of the London Underground.Scarlet KICKS THE CAMERA OVER, as the screen CUTS TO STATIC.Kevin looks at the TV, scared...He STORMS OUT of the pub, pushing patrons out of the way. EXT: CASTLE SCARLET - LATER Villains patrol the streets around Castle Scarlet. Kevin sneaks down the alley ways... ...narrowly avoiding them as he heads onto the castle grounds. But unbeknownst to Kevin... The Sumo Villain spots him. He turns to the other villains.INT: CASTLE SCARLET - TROPHY ROOM - NIGHT A vent is kicked open from the inside. Kevin crawls out. INT: CASTLE SCARLET - HERB'S LABORATORY - NIGHT Kevin enters, steps over a laser security beam, b-lines for some weapons. EXT: CASTLE SCARLET - NIGHT The Sumo leads the charge.INT: CASTLE SCARLET - HERB'S LABORATORY - NIGHT Kevin loads up the lava lamp gun. Grabs a phaser. Some dynamite. Some knives. A rocket backpack. He looks in the mirror. Pretty cool.He looks particularly buff. But then his reflection changes angles, causing him to look short and fat.But then he hears the villains at the door! EXT: CASTLE SCARLET - NIGHT The Villains are using SUMO as a battering ram to take down the door!CRASH! They manage to BREAK DOWN THE DOOR! INT: CASTLE SCARLET - HERB'S LABORATORY - NIGHT The villains are coming! Kevin is panicking! He takes off his gear and accidentally TRIPS into Herb's Ultimate Weapon! Closes the door... ...his butt BUMPS into some buttons, the Weapon LIGHTS UP. Startled, he bumps into a button labeled "DO NOT PUSH THIS BUTTON." Then into a switch marked "DO NOT FLIP THIS SWITCH." Then he accidentally pulls a lever marked "DO NOT PULL THIS LEVER." Nothing happens. He BREATHES a SIGH of relief. But that triggers an opening marked "DO NOT BLOW INTO THIS HOLE."The Villains are RUSHING towards Herb's lab! They BURST IN! They're running RIGHT FOR THE POWERS BOOTH! They RAISE THEIR WEAPONS, ready to SMASH KEVIN and THE ULTIMATE WEAPON--- WHOOOOSH! His shadow GROWS over the Villains... ...and KEEPS GROWING. EXT: CASTLE SCARLET - NIGHT The walls CRACK. Break APART. Towers TOPPLE! Villains SPILL OUT OF EVERY CRACK, DOOR, and WINDOW! Something is PUSHING THEM OUT! SOMETHING BIG! A GIANT GLOVED HAND shoots out the top window. Another GIANT GLOVED HAND PUNCHES THROUGH THE OTHER SIDE of the castle! GIANT FEET BREAK OUT FROM THE BOTTOM, lift the CASTLE off its foundation! The castle CRACKS like an eggshell, breaks off, revealing... GIANT MEGA 30 STORY KEVIN!The Villains RUN FOR IT! EXT: CASTLE SCARLET - MORNING Kevin looks out over the city. He means BUSINESS.EXT: GIANT PILE OF DYNAMITE - DAY Stuart and Bob are tied to every piece of TNT that could be found in England in under five minutes. It's a lot. Scarlet knows people.She holds up Tim.EXT: STREETS OF LONDON - CONTINUOUS Kevin WALKS DOWN THE STREET. Fierce look of determination on his face. Kevin SHOOS away some birds, which fly right past his face. But then... ...THUCK! He stops in his tracks. REVEAL: he is stuck between buildings. He is TOO BIG. He tries to wedge himself out. He continues to the next building... EXT: GIANT PILE OF DYNAMITE - MORNING Scarlet and Herb LIGHT the fuse.EXT: STREETS OF LONDON - CONTINUOUS Kevin SQUEEZES between buildings, past an office where several typists are working. They barely notice the giant Minion walking past the window. A WOMAN applying lipstick SMEARS it across her face when she sees giant Kevin. Kevin is trying to make his way through heavy traffic. He's still having trouble squeezing his way between buildings. EXT: GIANT PILE OF DYNAMITE - CONTINUOUS Scarlet and Herb run away from the dynamite, LAUGHING. EXT: GIANT PILE OF DYNAMITE - DAY Stuart and Bob watch helplessly as the fuse is about to REACH THE EXPLOSIVES! Scarlet and Herb watch from a nearby alleyway, LAUGHING... Kevin GRABS THEM just in time! Scarlet looks up at him, in annoyed awe.But the chain of dynamite is COMING AT STUART AND BOB fast! Scarlet's dress enters ATTACK MODE. It begins growing, transforming... TURBINES pop out the back allowing for flight. All sorts of WEAPONS pop out from ALL SIDES! The dynamite continues to go off...but then a GUSH OF WATER puts out the wick! Is Kevin peeing on it? Sure looks that way... ...but NO, he's using water from a FIRE HYDRANT! He screws the hydrant back in place.She unleashes the lava at Kevin! INT: TEA ROOM - CONTINUOUS Meanwhile, the Minion tribe is inside a TEA ROOM. They see Giant Kevin RUN PAST and they run out the door. EXT: STREETS OF LONDON - SAME Scarlet CHARGES Kevin, knocking Stuart and Bob out of his hand! He catches them just in time.She CHARGES HIM AGAIN, knocking him to the ground! Stuart and Bob spill out onto the pavement.Scarlet looks down... ...and sees THE MINION TRIBE MARCHING down the street towards her. VERY EXCITED!She AIMS her guns at the Minion tribe. The Minions RUN FOR IT!She fires a lava-gun, blocking the Minions' path!Kevin rises behind Scarlet, BACK-HANDS her... ...sending her through a building. And another. And another. One building COLLAPSES. A BRITISH MAN on his balcony reading the newspaper doesn't even notice. The Minions CHEER! Stuart and Bob HUG their friends. WOOO-HOOO! KEVIN! Kevin greets the Minion tribe and begins to kiss them. He accidentally picks up one of them with his mouth. He holds the spit-drenched Minion in his hand.A seriously angry Scarlet ROCKETS OVERHEAD. Her dress is OPENING UP TO ITS FINAL STAGE.Scarlet's dress expands, the nuclear CORE is revealed dead center of the dress... ...as it AIMS at the Minions. Scarlet ZIPS UP INTO THE AIR. She FIRES! The missile sails THROUGH THE AIR, letting out a LOUD SLOW BEEP as it heads right for the Minions. But THEN! Kevin LEAPS OVER THE TRIBE, getting between them and the nuclear missile. Seeing NO OTHER ALTERNATIVE... ...he SWALLOWS IT! The Minion tribe is horrified.We hear the beeping coming from his mouth. He's unsure of what to do.Scarlet swoops down and grabs Herb.She flies up into the air....Kevin's hand REACHES INTO FRAME and grabs them! She tries to pry herself LOOSE.She tries to PULL AWAY from Kevin... ...but he DOESN'T LET GO! Scarlet and Herb ROCKET HIGH OVER LONDON... ...TAKING KEVIN WITH THEM! He won't let go! The beeping from Kevin's mouth is getting QUICKER AND QUICKER, it's about to go OFF! Scarlet begins to activate her dress to protect her and Herb.EXT: STREETS OF LONDON - DAY BOOOOOOOOOOOOM! The Minions watch the explosion in the sky.Tears are filling his goggles. Poochy arrives on the scene. Stuart hands him to Bob.Bob HUGS him and is happy for a moment. But then he immediately begins crying again.Stuart begins to comfort Bob as he cries. The tribe begins humming TAPS for their fallen friend. Stuart joins in. Then, in the distance, from BEHIND THE TRIBE, Kevin SOARS in using his overalls as a parachute! The Minions don't notice.He FLIES right over them.The Minions see him, and CHEER! The Minions try to catch him, the wind blowing him all about makes them run back and forth. WHACK! He lands on the statue, hard. The Minions CHEER again!EXT: LONDON SQUARE - DAY The Royal Carriage rolls up. The Minions step out of the carriage.Kevin wipes a smudge from Bob's face. He takes a deep breath, proud.They walk forward. A HUGE CROWD has gathered. They cheer for our heroes as they walk a long path toward the palace. The Queen addresses the crowd. The Minions stand next to her.The crowd CHEERS. One of the Queen's CORGIS licks a Minion's tongue.He jumps up and HUGS the Queen.The Nelsons are in the audience. Walter weeps tears of joy.Stuart steps forward.The Queen BURSTS OUT LAUGHING. Kevin joins in.Stuart turns to Kevin, who SHRUGS, happily.Kevin hands him a new GUITAR.Stuart does an amazing guitar solo and the CROWD goes wild. The "Hair" Beefeaters are quite enjoying it. Stuart ENDS IT, VERY MUCH IN THE MOMENT, by SMASHING THE GUITAR. A beat. He begrudgingly takes the snowglobe from the Queen, muttering as he walks away.Kevin smiles. The crowd CHEERS! EXT: LONDON SQUARE - CONTINUOUS Stuart and Bob join Kevin. A great moment!ON KEVIN.:The Queen smiles, goes to scratch her head------only to find her CROWN IS GONE!The Bobbies and Royal Guard begin searching the crowd......but Kevin sees SCARLET AND HERB RUNNING FROM THE SCENE.Kevin runs after them.SUDDENLY, Scarlet and Herb are hit by a RAY which FREEZES THEM IN A BLOCK OF ICE. The ice SLIDES across the ground until it is stopped by a FOOT. We see that the foot belongs to a YOUNG GRU. He is holding a FREEZE-RAY. Gru takes the crown.Gru hops on his bike. LITTLE KYLE waits for him in the side seat. He puts the crown on Kyle's head. Gru GUNS IT. The bike CONVERTS into a jet... Kevin CAN'T TAKE IT ANYMORE! He points to Gru!He runs after Gru. The Minion tribe follows.Bob doubles back. He hands her the one the Queen gave Tim. Scarlet is sincerely touched.Bob runs offscreen. Kevin runs after the cycle. The Minions, including Bob, follow.Gru rides into the SUNSET. We close-in on Gru's face as he LAUGHS. THE END The CREDITS ROLL, interspersed with animated vignettes of Gru and the Minions: --The Minions follow Gru in a single-file line. They bump into him and he shoos them away, but they only IMITATE his shooing gesture. They begin to imitate all his other movements, until he begins RUNNING IN PLACE and they get tripped up and FALL OVER. --Gru peels a BANANA. The Minions see this and begin to surround him, until he RUNS AWAY offscreen with the Minions giving chase. Norbert FALLS while running and places his STARFISH strategically on his chest, as he did in the film. --Bob runs across the screen wearing the FAR OUT STRETCH SUIT. Gru follows, wearing his own suit, except he has clusters of Minions attached to the legs, making it difficult for him to walk. --Gru sneaks up on a SLEEPING KYLE. He gestures the Minions to come over, carrying a BATHTUB. They place the tub on the ground, and as Gru is about to ambush Kyle, Stuart snaps a PHOTO. The flash awakens Kyle and he ATTACKS Gru. Stuart snaps photos of Gru being attacked. --The Minions approach a giant PAINTING of GRU'S MOM. They begin to vandalize it, drawing googly eyes and an afro on her image. Gru appears onscreen and considers the vandalized painting for a moment, before drawing a YELLOW MUSTACHE on it. The Minions laugh until Gru's Mom appears, when they unabashedly BLAME GRU. --The Minions gather around Gru, embracing him in a large GROUP HUG. A pile of Minions fills the screen. Gru's head pops out of the pile, SMILING HAPPILY. --POST CREDITS: The Minions and other characters from the movie sing a version of The Beatles' "Revolution."

The wolf offered the three piggies and all their friends a job working for her.

All the three little piggies had to do was just steal ONE LITTLE CROWN that the beautiful wolf had wanted ever since she was a penniless little street cub. Unloved and abandoned. But that crown would mean she was a princess and everybody loves a princess, so the wolf sent the piggies to get that crown.

But the little pigs weren't up to the challenge! They failed their mission!

So... you came for The Queen's crown, did you? Well, you're gonna have to get through ME! The Keeper of the Crown.

I've been up here for decades, just waitin' for someone to try and steal the Queen's treasure!

--as a new king has been crowned. Bob, who appears to be a bald jaundiced child, has pulled the famed sword right from its stone, which, legend dictates, makes HIM the new king.

Oh, what's the matter, your majesty? Whatever's bothering you WE can make it right, just name it!

And you DEFINITELY cannot just GIVE the job to THIS woman. There are laws!

King Bob has officially changed the law, clearing the way for Scarlet Overkill to be crowned QUEEN OF ENGLAND! She will be coronated at London's historic Westminster Abbey. If I wasn't so polite, I'd say this spells certain doom for the country, if not the world. But I'm so very polite, that I shall keep my mouth shut.

Hello! Will the future King Herb Overkill please come upstairs to prepare for the coronation?

Mmmhmm. Mrs. Overkill, the hair in that picture, it's just two wavy lines.

Hahaha! Oh, what about this one? Hahaha! Why did the Queen go to the Dentist? To get her teeth CROWNED!

Oh. It's you. Everyone, this is one of the little fellows who stole the monarchy from me. And how's that working out for you?

What was meant to be the coronation of Scarlet Overkill has gone terribly wrong, as---

...to see Scarlet FLYING RIGHT AT HIM! LAVA CANNONS pop out on either side of her dress!

Ladies and gentlemen, we are here today to celebrate the Minions.

Bob, you were a wise and noble king for all of eight hours. So for you, I offer this tiny crown for your teddy bear, Tim.

For you, I have this beautiful super duper incredible snowglobe.

Oh, Stuart, we're just MESSING WITH YOU. Don't be mad at me, it was Kevin's idea.

You are a hero of the highest order. For your bravery and valor, I am knighting you. From here on out, you are Sir Kevin. Well done.

Kevin smiles back. INSTANT CONNECTION. The rest of the tribe walks over.

Sounds of the innerspaces rushing forward . Then a splinter of blue light in the center of the picture . It breaks wide , showing the top and bottom a silhouetted curtain of razor sharp teeth suggesting that we are inside of a tremendous gullet , looking out at the onrushing under - sea world at night . HEAR a symphony of underwater sounds : landslide , metabolic sounds , the rare and secret noises that certain undersea species share with each other . CUT TO

Caught in its blinding flash , the light moves on , fingering the fog . A lone buoy dongs somewhere out at sea .

The quaint little resort town is quiet in the middle of the night . A ground fog rounds a corner and begins spreading toward us . It fills over sidewalks and streets like some Biblical plague .

It is a pleasant , moonlit , windless night in mid - June . We see a long straight stretch of white beach . Behind the low dunes are the dark shapes of large expensive houses . The fog that has reached Amity proper is seen only as a low - hanging cloud that is pushing in from the sea . HEAR a number of voices sing - ing . It sounds like an Eastern University 's Alma Mater .

A bonfire is blazing . Gathered around it are about a dozen young men and women who are merrily trading fight songs from their respective universities . Two young people break away from the circle , Chrissie almost pulling a drunk and disorderly Tom Cassidy behind her .

makes a clumsy try at kissing Christina but she laughs and ducks away .

The fire , now one hundred yards in the b.g. , silhouettes Chrissie running up a steep dune . Once there , she pauses to look at the ocean that we can only hear . Cassidy plods up the dune behind her , grossly out of shape . Chrissie runs down a few steps , leaving Tom Cassidy reeling on the summit . Chrissie 's dress , bra and panties fly toward Tom , who ca n't make a fist to catch them . The dress drapes over one half of his head . Soggily aroused , Cassidy struggles to get his shoe off . But Chrissie is already in full flight toward the shore . In she goes , a delicate splash , surfacing in a cold ocean that is unusually placid . Chrissie pulls with her arms , drawing herself into deeper water . That 's when we see it . A gentle bulge in the water , a ripple that passes her a dozen feet away . A wave of pressure lifts her up and eases her down again . Her face shows the beginning of fear . Maybe it 's Tom . She smiles and looks around for him , then her eyes go to the beach where Tom - too drunk to stand - one pantleg off , is struggling with his other shoe . Chrissie turns and starts for shore .

Her expression freezes . The water - lump is racing for her . It bolts her upright , out of the water to her hips , then slams her hard , whipping her in an upward arc of eight feet before she is jerked down to her open mouth . Another jolt to her floating hair . One hand claws the air , fingers trying to breathe , then it , too , is sucked below in a final and terrible jerking motion . HOLD on the churning froth of a baby whirl - pool until we are sure it is over .

in his undershorts , laughing , turning in slow stoned circles , a prisoner in his orange windbreaker that seems to have him in a full Nelson . He stumbles to his knees .

ALARM CLOCK - RADIO giving weather bulletin : marina weather , westerly winds , light chop , etc. . A pair of bumps under the bedsheets . There is a rustling and two stockinged feet swing up and settle heavily on the floor . Follow them as the pad along from hardwood floor to bathroom tile . A light pops on and the feet arrive at a scale , board it .

In a blur it goes to 191 . Then , as if by magic , the numbers float backward to 160 .

Martin Brody at forty - two , stands rigid , lifting himself from the sink counter - top with both hands . Satisfied , he turns toward the mirror , squinting in the light , measuring himself up and down . Advancing waistline , receding hairline . Gray around the ears . Martin Brody makes another silent promise to get his act together - tomorrow . He reaches for the sliding mirror and opens the medicine cabinet . There is a travel brochure of Arizona attached to the shelf . Brody shakes his head and removes it . He closes the mirror which now reflects his wife , Ellen Brody , pert and poised off to one side .Brody opens the shower door to turn on the water . Ellen has scotch - taped a travel folder for exotic Mazatlan , Mexico on the shower head .

Martin. Are n't you tired of Maine lobster, Long Island duckling and Ispwitch clams. Just once could n't go for a Big Mac at the bottom of the Grand Canyon this summer?

I know where we can invest in an Indian Chief Motor - home for the whole of August, drop it off in Aspen, Colorado and jet back to Boston by Labor Day.

It's three feet deep, Martin. You said that shark was half way back to Florida.

Do you want me to call the boys in? Honey, if this worries you -

That was nice. Michael has n't smiled since his birthday party and that Kintner accident.

I do n't know where my husband is, Mr. Kretzler. He's only closed the beaches to insure your safety.

Larry Vaughn says we'll pull a record season. Ellen, we're collecting high enough rentals to cover the mortgage payments for all three of our beach - front investments.

Polly, I want to know what water recreation the Island fathers have on for today.

Are you asking me as the Mayor, or as a Real Estate broker, or our of friendly interest, or what, Larry?

So what you're suggesting is we lay out a smorgasbord for the shark. All you can eat for the price of a weekend on Amity Island.

If that's the test case for your million - to - one shot, I'm glad I lost.

I told him not to go out until he memorized the handbook, safety reg - ulations and -

Larry and I have agreed to close all beaches for a limited period of time to give us a chance to contact the Port Authority and United States Coast Guard out on Montaux.

Listen, Larry, I'm going to talk to her. This is n't a contest we want everybody from Boston to Quebec entering.

Looks more like the Harvard Lampoon. OUT - OF - TOWNER I did n't come all the way out here from New Rochelle to be gouged in the seat of the pants by this loan shark.

You'll move this car to a parking slot, mister, or it wo n't be here when you get back.

You'll pardon me i f I do n't help you get your Ph.D. while my town here degenerates into some high - class ghost resort.

We've had two other attacks since the Watkins thing, both fatal. Could you kill it for us?

I told you not to wear that cracker - jack ring. It's too big - you're gon na catch it on something and lose a finger.

Do n't sleep with that on, son. You'll cut something in the night.

Yeah. Listen. I'm no crack meteor - ologist, but I think we're in store for some surf.

In case you have n't caught the island gossip, I never take baths - just showers.

Your little lab experiment has seen three innocent people killed over the past three days.

And your list makes me sick. You carry it around with you like you're keeping score.

Oh, Christ. Whose side are you on? You told me you'd help us get rid of it.

I do n't give a crap about your worldwide conquest. What about right here? This town is going under today! Where's your humanity? You could kill this thing for us, flatten its ass and -

If you stick that wet spot under the black light at the Coney Island Aquarium, they'll let you in for nothing.

Mr. Hooper figured its size from this - it's over a ton. It's also over -

Vaughn's going to want a statement. What about taking precautions?

No, I'll be sticking to business today. As you see, we have spotters up and down the beach, and out there's the Coast Guard, State Police, County Police - everyone's cooperating on this -

Everybody out! Out of the water, please - leave the water, please -

He chewed through this, he cracked your boat - radio in for help -

Martin is getting dressed after his shower . Ellen stands by the curtained window .Ellen pulls from behind her back three brochures of trailer home rentals .Ellen turns to open the curtains . Sunlight and ocean sparkle pour in . A glorious view .The sunlight catches Brody 's Police Chief badge as he slips on his shirt , and we discover why he ca n't go anywhere .

Brody , ripping open a twenty - five pound bag of Kennel Ration as five hungry mutts somersault around his feet . The tele - phone rings , and Brody one - hands it as he attempts to sow all five doggy bowls with missed double - helpings .He listens , sours , and takes a breath .

Martin Brody 's Country Squire police wagon rushes past , taking the view to an enormous billboard depicting a typical summer day in Amity . A beautiful model splashes in the golden surf , languishing in a Solarcaine sun . AMITY WELCOMES YOU is written above her flailing arms .

Three small figures in the landscape , walking the beach . The surf is rough and there is sea - floor debris strewn about from the receding tide .

Deputy Hendricks is searching the shore about one hundred yards down wind . Meanwhile , Brody , in his casual police attire , and Tom Cassidy , still in the clothing we saw him in last night , poke around the smoking ashes of the bon - fire . Brody fingers the missing girl 's shoes , purse and clothes . In the daylight , Cassidy looks like a junior in High School and misconducts himself , wavering between inflated maturity and tear - blown adolescence .A shrill whistle makes them turn . Hendricks is fifty yards away , on his knees . He blows again , a feeble report this time .Brody runs toward Hendricks , Cassidy hesitates , then follows with :

Oh, no, sir. I've never had a woman do that. I'm sure she drowned.

A skein of seaweed garnishes the base of this isolated dune . The booming waves and fizzing surf make dialogue inaudible . Deputy Hendricks on hands and knees , looking white as a sheet . Brody tells Cassidy to wait at the foot of the dune , and ventures up . Hendricks stops him with a wave - off , saying something at the same time . Brody nods understanding and steps up cautiously . And looks down . Whatever he sees has a marked effect on his entire physique . Kicking out with his foot , Brody sends dozens of angry horseshoe crabs in an escape frenzy and they boil over the top of the dune and down its slopes . Cassidy takes a few uneasy steps backwards when Brody waves him over . He shakes his head . An awkward moment . Then Cassidy shuffles forward and up the few remaining feet , his eyes looking everywhere but down . Brody says something else and Cassidy shakes his head again , eyes out at sea . Brody puts his hand gently around the quaking man 's shoulder . Nodding , he starts to look down , an inch at a time . He looks . The jolt that assaults Cassidy is not unexpected . He falls backward in a sitting position as though shot . Nods yes - it 's her . Brody turns and slides off the dune , stumbling close . Hear his BREATHING . He looks around , envisioning the week ahead of him .

Brody walks through the door and enters his office , holding a fizzing glass of Alka - Seltzer . Polly , his sixty - one year old secretary follows close on his heels with her shorthand pad of messages and reminders . In the outer office , Hendricks and Cassidy slump into chairs , sipping from fizzing dixie cups . Brody sits behind the typewriter , only to find that somebody has placed a travel folder to sunny Scottsdale , Arizona between the rolls of his Smith - Corona . He sighs and replaces the colorful brochure with the grim accident report . As he types , Polly reads his calendar to him , undaunted by Brody 's heavy malaise .

This is in no order of importance, Chief : There's a meeting on the Amity Town Council on Aging this Monday night, Bentoncourt Hall. The Fire Inspector wants you to go over the fireworks site with him before he catches the one o'clock ferry. Mainly, you have a batch of calls about that new Karate school.

Searle's Rent - a - Bike, the Rainy Ale, Tisberry's Hardware. they say it's those nine - year - olds from the school practicing karate on all those nice picket fences.

Until further notice! You'll have to ask him about that when he gets back. Good - bye.

Brody has just typed the girl 's name . He skips the space for Cause - of - Death , and just under it types the Next - of - Kin in - formation he has collected from her wallet .The phone rings and Polly picks it up .Brody nestles the phone between ear and collar , listening , as he turns to the typewriter .

Cause - of - Death line rolls into place . The hammers punch out : SHARK ATTACK .

leans forward , staring at what he just wrote . Polly cocks her head and removes the phone from his ear .Brody takes a breath . A new resolve comes over him .Brody gets up and moves hastily toward the door .

Cassidy and Hendricks look up as Brody enters .A local merchant comes through the door .Brody pushes past him and out the door .

Glad I caught you. There's a city truck with New Hampshire plates parked right in front of my.

I sent Sammy out ahead of me to the South Chop beach until I can make up the signs.

There's a Scout troop in Avril Bay doing the mile swim for their Merit Badges. I could n't call them in, there's no phones out there.

We had a shark attack at South Chop this morning, Mayor. Fatal. Got ta batten down the beach.

I just found out about it - but there's a bunch of Boy Scouts in the water a coupla miles down the coast from where we found the girl. Avril Bay, thereabouts. Chief went to dry them off.

Christ, Martin, that Kintner lady must have taken out an ad in Field & Stream.

In the busy center of a town preparing for the big Fourth of July weekend , Brody wends his way around sidewalk activ - ity , purpose and haste in each stride . As he turns a corner a little man in a white smock emerges from the Funeral Parlor . This is Carl Santos , Amity 's part - time coroner . Santos looks both ways before crossing Colonial Drive . Brody passes Keisel 's Bicycle Rental , navigating an awkward course through an odd assortment of Schwinns that line the sidewalk in front of a demolished white picket fence . Keisel intercepts Brody on the run .

Eight to ten years old. Average size about five - four, otherwise the overhand chops would be higher up on the fences. And I have a pretty damn good idea who two of the little bastards are.

Santos emerges with Ben Meadows , the stylish , late - thirties editor of the Amity Gazette . Together they cut a beeline for the other side of the street .

Past taverns and chowder shacks , past bleacher construction and July Fourth posters , Brody enters Lynwood 's Hardware and Sporting Goods . so overstocked that beach umbrellas , alumi - num deck chairs , and rainbow beach towels splash a surplus of color from the display window to the sidewalk .

The store proprietor is busy at work on an inventory list with a mainland delivery man .

Go on and help yourself to what - ever you need, Chief. Can you work the register?

Brody emerges with enough poster - board , wooden stakes , nails , paint , and brushes to close every beach on the island . He starts back the way he came when Hendricks shoots up the street in the patrol jeep . He stops fast enough to call attention , leans out the window .Brody leaps behind the wheel as Hendricks steps out .

A secretary is removing four 8 x 10 glossies of beachfront houses from the display window , revealing Larry Vaughn , the Mayor of Amity , exchanging anxieties with Ben Meadows and Coroner Santos and two other city Selectmen . They come out in a group , reach the sunlight , and squint down the street as Brody careens around the corner and out of sight . Deputy Hendricks , laden with his arts and crafts , passes them on the street front .Vaughn and group exchange horrified looks , but we get the impression it is not in response to the shark - attack news .They all crowd into a Cadillac El Dorado with Vaughn Realty signs on the doors .

C'mon, it'll give us time to think about what they're going to say.

I just want you aware of what you're doing before you tinker with the life blood of all those sage and discriminating souls who elected you. Next week's the goddam Fourth of July! We've got a couple thousand summer people coming over here who will gladly use the Cape Cod beaches if they ca n't use ours.

Martin, sharks are like ax - murderers. People react to them with their guts.

Had you yelled ` shark,' those Cub Scouts would have broken the free - style record for the hundred - meter, then busted our backs with word of mouth.

Listen, Chief - the funniest thing - you know the white picket fence around my realty office.

I'm glad everyone could make this meeting. Why do n't we wander down the hall to my office where there's room.

We have no way of keeping the lid on what happened yesterday. There were well over a hundred bathers on the beach, three - quarters of them from the mainland.

I would n't worry too much about that, Max. The President himself could n't stop the mushrooming at this point.

Could the big people have a grownup meeting in here, please, children.

So I think tomorrow you should go out with whoever, and see that they do n't get hurt.

Well, it does n't take much of an expert to see that this is the big - gest, ugliest, meanest - looking shark ever hooked around Amity Island.

Martin, you start collecting those signs. And keep your friend away from that demon with his pigsticker there. Let's show some respect for the loss we've incurred.

Get the story on the state wire. Try to get AP and UPI to pick it up in New York or Boston to put it on the national. Call Dave Axelrod in New York and tell him this is from me, and he owes me one.

Love to prove that, would n't you? Get into the National Geographic.

A couple of days. And that's bad enough. I'll have to think of some reason that'll keep the grease from frying. In the mean - time, I want that shark killed. Either do it yourself, or hire a pro, but go door to door with the offer. No more of his bounty crap. And Brody -

First the picket fences - and now this. I want to see those little bastards hanging upside down by their Buster Brown shoes.

A flotilla of twenty exhausted Boy Scouts round a lifebuoy that marks the quarter - mile . A rowboat with Scoutmaster and bullhorn keeps pace .

Two older Seascouts time the event with stop watches , and a couple of dozen parents look on , shading their eyes . Brody 's jeep pulls up in the background and stops . He gets out and starts down to the breakwater when the Mayor 's Cadillac pulls up and skids to a stop . Brody pauses momentarily as Mayor Vaughn emerges , trying to affect an easygoing appearance . Reaching Brody , he slips an arm around his shoulder , trying to slow him as Brody leads the gang toward the breakwater and the slogging Scouts .Brody stops . He sees pitiful Hendricks standing by the car with the signboard material . Brody begins to slow burn .Brody looks toward the open water . The Boy Scouts have made a turn and are passing the lifebuoy marking the three - quarter mile point .The Boy Scouts are emerging exhausted ; some flop down on their backs , happy it is over . Brody considers this .Vaughn feels secure that Brody will not act in haste . He puts a hand on his shoulder , turns and walks him toward the cars .

We've never had shark trouble here, Martin. They do n't come in close. No reefs, or fish - processing plants, slaughter houses. Nothing to keep it interested.

Whatever was out there is miles out to sea by now. Sharks do n't have swim bladders like most fish - they have to keep moving or drown. Do n't you know anything about them?

I want a good one for under the headline - nearer the water. Get a group shot with the shark. Use it on page one, six inches by six columns, center.

Group around Charlie Tuna. that's right. No, leave it clear in back - closer with the sign.

Okay. What's the second species of shark on your dangerous list?

He must have hit something. I'm sure they had life - belts on board.

Rising like Neptune from out of the deep , Quint walks the sidewalk in the pool of his own shadow . He is a sleek and sinewy specimen , inches over six feet , and with a face making it hard to determine where the scars leave off and the wrinkles begin , though he is no older than fifty . Quint seems to be heading for the local tavern when a crunch of seafaring fishermen pour out , forming an impenetrable knot around the sidewalk in front of him . One of them sees Quint , who approaches with no intention of slowing down . The seven fishermen never give it a second thought , they part like the Red Sea , clearing a beeline trail to the bar doors . Quint bursts through their obliging ranks and turns into the Music store . The tiny bell jingles daintily . Two of the Portu - guese fishermen spit three times , taking no chances .

Quint brushes against the counter . The shopkeeper is helping a ten year old boy fix a new reed to his clarinet . The little boy produces a mellow low tone , then wonderingly rides the scale . With little or no effort , Quint 's gnarled hand floats up and drops like a sledge on the service bell . The shop - keeper 's eyes pop up , the kid hits a bad note and squeaks .Quint 's eyes never leave the little boy . He is drilling him with a sidelong whammy . The boy feels Quint nailing him and a ragged assortment of squeaks , blurps and missed notes over - ride the sounds of the shopkeeper unspooling the piano wire .

Very touchy. All set for the Hallelujah chorus and stuck on the first note.

What's the count up to down there anyway? You ca n't have much of a town left!

Anything! Know what I found inside that tiger? Aside from fish and all?

Twenty feet of cable, half an army cot, four brass buttons, a cocker spaniel, license plate, a drip - dry shirt, and a six - pack of diet Pepsi.

Chief! Show a little respect. Jesus! Whites are head of the mob out there, this sounds like Lucky Luciano.

Chief, Chief, Chief - forget it. I get two bills a day from charters. I sell the hides, I sell the teeth, I sell the fins to chinks for soup - you ought to try a little shark sometime! Hammerhead's terrific - here!

Serve yourself, Chief. Shark - liver oil! Best lubricant in the world!

Twenty - five grand to go for it, plus twenty - five more if I land it, all repairs on the boat, and on me, a new rod from Haydy's in London, a life subscription to Playboy, a stereo 4 - track and the color TV.

Let me finish! If it gets me, different deal - seventy - five, no extras!

For nobody! To make this place a museum or something! ` Quint's Monster Palace!' How's that? Maybe have me stuffed in the middle here -!

About the Marines in the landing barge? Sergeant splashes right in, yelling ` Hit the beach men, follow me and.'

You know which cans, stupid - the whale meat. Get'em out of the deep freeze and on board.

Five lengths of half - inch. twenty number 14's, straight gaff -

` Believe me, if all those endearing young charms. That I gaze on so fondly today.'

Now if he were n't around, we'd of hooked something else by now, would n't we? But he scared'em all away. Yeah, did n't you? Yeah, I know you, you poor lonesome son of a bitch. come to pappa, you -

This tricks him to the surface, got that? Then I can jab him, under - stand?

Sonny - take that, and your formulas, and your cage - take your whole halfass hardware store here and -

He ca n't stay down, swimmin' with that on! Wait till I stick him with two! That'll worry him! Come on, upstairs! What's he waitin' for?! He ca n't keep down this long!

Close call, my ass. A baby dogfish in a laboratory? See this thumb?

Even the one'll keep pullin' him up. But he'll need three, maybe four. Most I ever used was two.

On her and torpedoed right off her. Into the drink with 900 other clowns. Started with 900 anyway. floating in that big warm Pacific.

Must have been like a dinner bell in there. Explosions, and half the guys bleeding. Soon as the sharks came homing in on us, we went by the Manual, of course. Kept trying to float in groups. doin' what if said, splash at'em, yell at'em, hit'em on the nose, they wo n't bother you. all that. They tore apart about a hundred men, the first night. And pretty soon, when they stepped it up, and you'd feel'em bump you, and guys'd get pulled down a couple of yards away, and it got to two days. and three. Well, some fellas could n't take it no more, just peeled off their life - jackets, got it over with. We were in the water 110 hours. Sharks averaged six men an hour.

I do n't know where he is! Ripped something loose - shaft or some - thin'.

Wear all the Batman costumes you want, sport. But do n't you inter - fere with me.

Pull up easy - only want to goose him up. Second you feel he's run - ning, drop it. If you want any hands left.

He ca n't go deep now, or far, either. Not with those. Not for long.

He ca n't stay down with three barrels on him! What are we dealing with here?! Where is he?!

A riffly blur , color alternating with black and white . The dizziness stops on a book page showing a black and white rendering of eight species of shark . The banner at the top of the page reads : THE KNOWN AND REPUTED MANEATERS . The riffling begins again , stops on a grizzly photograph of scar tissue on six former shark victims . Riffling - stop . Photograph of five Ichthyologists posing on wooden stools , framed by the enormous jaws of a prehistoric shark from the family Carcharodon charcharias .

his reading glasses reflecting a stack of twelve library books , all on the subject of sharks and shark attacks . The door opens and Ellen enters , quietly , in respect for Brody 's mood .Ellen walks past Brody to the window and looks out the window which overlooks the south bay . It is the hour of dusk .Brody gets up , concerned , and joins her at the window .

Michael is sitting in the boat , but two of his young school chums are in the water , swimming around it . Brody opens the window and calls down :Ellen 's eyes drift down to the open book . One large text is open to a page of illustrations . Among them is the famous painting , The Gulf Stream , which depicts a black fisherman in a small dinghy much like Michael 's , being assaulted by the pressing jaws of three man - eaters . Startled , Ellen closes the book , opens the window and sticks her head out .

Mrs. Pfister says if we have a bad season, we could sell our pictures to the tourists. We get to paint through American History again tomorrow.

A jelly - bowl woman visitor to Amity 's beaches plunges head - long into the white foam . There 's enough of her stuffed into a one - piece bathing suit to sate the appetite of any shark for weeks . Remarkably buoyant , she chops at the water revealing other cheerful Sunday bathers trying to enjoy the last uncluttered weekend before the holiday crowds .

Brody is balefully alert this morning , sitting straight - back in his beach chair , coating the swimming area with careful looks . About ten other adults and a dozen children attend this casual birthday get - together .Brody hears a SCREAM from the water . He cranes his neck past Max 's wife in order to see .

I do n't envy you this summer, Chief. Every year the swarms get worse. MAX'S WIFE I know now why there's not a sane Parisian left in Paris from July to September.

No - yeah, I was wondering if it's true. That you sit in your car the whole while over on the mainland ferry.

Does this - mortal fear of the water have a clinical name, Martin?

A young lady is being pulled underwater to her hair . Instantly , she is jerked up again - sitting on her boyfriend 's shoulders , laughing hysterically .

His son Michael along with sever other boys rush headlong into the gentle surf with their inflatable rubber rafts . Another youngster , Alex Kintner gathers up his Day - Glow yellow raft , but his mother takes issue and a tug - of - war ensues . Overlapping dialogue : MAX 'S WIFE ALEX What a terrible thing to say.Please let me take my raft , Mom !C'mon Penny , I 'm not ashamed MOTHER to admit that when I fly , myLet me see your fingertips . feet sweat right through my -LRB- he holds them out -RRB- socks.They 're beginning to prune . Ten more minutes .

The fat woman is going out too far . ALEX ' VOICE Fifteen ! We stay on the fat woman , almost hypnotically . DENHERDER 'S VOICE I ca n't believe it ! Brody !

I'd haul it in myself before I'd pay anything to that maniac. you wan na hear what he did to three friends of mine on a Saint Valentine's Day sporting charter?

I ca n't believe that people pay money to go fishing. This is really dumb. This is n't even relaxing. it's just boring.

The fat woman is not where he last remembered seeing her . He sort of rises to one knee , his eyes combing the surf .

A fish - eye view of people lying on rafts . From below we see the outlines of swimmers , arms and legs dangling tantalizingly in the blue water . Traveling this way from raft to raft , there comes a space of open water followed by a quick view of a single raft . A pair of feet kicking and arms paddling produces bizarre underwater vibrations , louder than human ears would normally perceive .

The fat lady floating on her back , wearing pink sunglasses . A black object surfaces next to her . It emerges as a bather in a black bathing cap .

separating from his friends , eating a huge piece of cake and trying to steer with the other hand .

They begin a water fight , slapping at the ocean with karate - type blows , sending little explosions of water at each other . Then , no more than ten feet beyond the fighting , a genuine water eruption upstages the child 's play . Everybody turns just as the ocean flattens itself out again . A pug - faced over - sized twelve year old named `` P.J. '' renews the fighting with a genuine Karate yell .

Looks down at his hand . The water surrounding all the boys is slick with blood .

People begin to congregate around an older gentleman , definitely a mainlander by his outfit .

He stands all the way up this time . Parents begin calling - a frantic inventory for lost children up and down the beach . Brody is on the move , barreling to the shoreline . He kicks up sand passing Alex ' mother , who looks up from her novel annoyed .Other names from hysterical parents as the panic of a yet unseen tragedy rises .

Appears from the shoot of a breaking wave . He is all right but the wave that curls after him carries the shredded pieces of the Day - Glow yellow raft . The foam that breaks wide on the sandy beach is tinged with pink .

A crowd of men and women in an angry tangle outside of Brody 's office . These are the shop owners , real estate brokers , hotel managers and Selectmen of the Island . Through the windows , the Southbeach High School Band is practicing for the Fourth of July Parade . Brody and Vaughn exit Brody 's office and enter the fray .All follow Brody and Vaughn . Meadows pushes through the crunch to speak .Vaughn can not bring himself to say it right away .They reach Vaughn 's office . It is being painted . Newspapers are strewn all over the floor and paint - splattered tarps over the furniture . Vaughn 's secretary still dutifully takes calls .Vaughn leads the way down the hall toward the Bureau of Records room .Selectman Denherder almost whispers in Vaughn 's ear .Vaughn opens the door to the Bureau of Records . About two dozen children sit around , twisting multi - colored Kleenex into artificial flowers for the big parade . Vaughn turns his face into a condescending grin .A voice from behind Vaughn draws him away . It is a small but muscular black man named Salvatore . SALVATORE 'S VOICE Mr. Vaughn ? He steps out of the shadows , hat in hand .Vaughn studies the little blinking man , ready to laugh .Vaughn starts away and the crowd follows .They are halted in their tracks by the grim appearance of Mrs. Kintner and her benign father . She is dressed in church white with a black arm band . Mrs. Kintner never says a word . She has just tacked something to the community bulletin board and is walking through the parting crowd . With sympathy , all watch her leave , then press up to the cork board . Brody fights his way through everyone until we are standing over his shoulder , staring at a homemade poster that offers : `` ALL OR A FRACTION OF $ 3000 BOUNTY TO THE MAN OR MEN WHO CATCH AND SLAUGHTER THE SHARK THAT SAVAGED ALEX M. KINTNER , JR. . ON SUNDAY , JUNE 29 IN THE TOWN OF AMITY . ''No one will listen . Already plans are being discussed , sides chosen , boats , tackle and tactics recommended . The din overrules Brody , who we pull close to and - CUT TO

I do a thrifty business her but I'll not see it flourish at the price of any more lives.

Three reservations cancelled and I still have August rentals open.

Larry, two Newsday reporters and one from the New York Times, cal - ling every 15 minutes.

Town'll lose tax revenue, municipal services'll deteriorate, the people'll begin to move away. Oh, I do n't care. I never raised my kids to be somebody's lunch.

Well. he out catchin' them things every day practily. Price's right, he come catch yours here.

I agree. If she's going to adver - tise, I would n't recommend out - of - city papers. There's enough of us here in Amity could take care of this.

I ai n't that crazy, that's what! Now I brung in some mean big mothers with you, but I'm resignin' on this. no, sir!

I do n't mess with nothin' built like no station wagon, 18 - 20 foot -

Not with no man - eater! He ai n't gon na live to no reputation on me -

A naked 100 - watt bulb illuminates the electric grinder purring in one corner . The slick black carcass of a pilot whale dominates the lighted area . Quint is hacking slabs off the whale with his Marine machete as his mate , Salvatore rolls an empty barrel to the grinder .Quint does n't reply as he hacks away . The mate rolls away a full barrel .Quint muscles a new slab into the grinder , slowing it to a low growl as it purees the blubber .Quint 's grim smile is reply enough . Salvatore , looking worried , indicates some barrels full of whale pulp .Quint is hacking revenge from the mutilated carcass . He spits away the dripping perspiration .question -RRB- Just a regular charter tomorrow . I 'll keep this on ice for a while .

whump , whump , whump . pounding the sharpened standard into the sand . The sign reads : NO SWIMMING OR WADING - Amity P.D.

Hendricks and another deputy are assisting Brody . Silhouettes of townspeople look on like mourners at a funeral . In the background some workmen are taking down the shutters from a quaint summer cottage . They pause to watch the declining moments of the day . Three Selectmen also stand watching . One of them seems to be whispering bounty news to three youngish men on a nearby dune . Sounds : Surf and hammering . CUT TO

Selectman Denherder and his buddy , Charlie , a professional angler , push a wheelbarrow ahead of them as they near the tumble - down jetty that leads fifty feet out into the black water . Both men scuff along , exhausted .Denherder hefts a bloodstained laundry bag from the wheel - barrow , revealing about a hundred feet of coiled dog chain and a large patched inner tube . Charlie takes out a monster hook and together they push the wheelbarrow onto the rickety pier that is only about five feet across .The splintered pier sways to and fro as the men reach the end and start to work . Charlie baits the hook with a massive chunk of sirloin while Denherder secures the loose end of chain to a skinny piling . Charlie then fastens the inner tube to the chain five feet from the end of the hook .Denherder tugs the chain against the piling to prove that it is . Charlie heaves the bait . Splash ! The inner tube follows and both men eagerly watch as it floats seaward , the chain playing out from the wheelbarrow .Charlie lights his pipe and sits back against a piling . He turns on his transistor radio and loops one end around a fractured board . Denherder paces , bored to death .

Suddenly zipping out , faster and faster , as both men straighten . Denherder is goggle - eyed .The chain is coming out so fast that it begins to drag the wheelbarrow to the end of the jetty . A section of chain tangles around the handle and flips the entire machine into the air . Both men watch dumbfounded as the inner tube , racing out to sea in a wake of white water , suddenly dips under .It is then that the chain whips taut against the narrow pilings .

A lineup of five decrepit 2 x 4 inch pilings SNAP with a resounding CRACK .

The end of the jetty is yanked loose . Denherder is flipped like a chip over the side and into the cold night water , where he manages to snag hold of a splintered timber .

The severed section of jetty , a joined platform of footboards , is being dragged seaward with Charlie sitting dazed on top of it , his lit pipe still going .Charlie rolls into the water , sputters , turns to watch the flotilla of wood draw away .

The end of the jetty makes a 180 - degree turn and heads back in his direction .Denherder steps up on the broken - off piling just to be out of the water .Charlie , inhaling terror , trying to slog to shore . The jetty is getting closer . Suddenly the chain dragging it through the water is severed , and the charging wood falls behind - an enormous black fin breaks water like a periscope , making course corrections as it comes for Charlie . Denherder jumps from piling to piling , almost losing his balance on his way to help Charlie . Charlie has reached the last pylon toward open sea , and his hands clamber for a hold . But -

The algae is too slippery , and his fingers keep sliding back . That 's when the fin behind him seems to reach up to the sky and - CHARLIE SCREAMS . An explosion of water and bubbles mercifully blot out the image .

Ben Gardner , ruddy faced and ornery , is a fisherman as sea - worthy as they come . With his make , Swede , he starts to board the Flicka , a Bertram 28 Sports Fisherman . Absently , he makes preparations for casting off , his attention focused on surrounding dockside activity and -

Chaos . A dozen cars and trucks double - parked on the dock with out - of - state plates from New Jersey , Rhode Island , Connecticut . Other vehicles are pulling up and parking . Men unloading their weapons . Boarding small boats . A queue of up - islanders , down - islanders , out - of - towners at the boat rental shack . From rank amateurs in their green golf slacks to the alley - poor in levi tatters - all of this dis - dainfully observed by Ben Gardner . Cries of `` Cast Off , '' the starting of diesel engines in con - trast to the flooded baby Evenrudes - all of this helped along by a lot of honcho swearing .

Sleepy , the old salt bends over the dock , washing out his coffee pot in the oily harbor water . He sets down the pot , pulls a small wooden chair into position , on which teeters a bowl of Kellogg 's Rice Krispies , and collapses into it with spoon in hand . He watches stoically as :

Riding up on his police bicycle , Brody joins Deputy Hendricks who is trying to break up an argument at the Rental stand .

Prices always go up around here after June One - is n't that right, Chief? If you want leaky boats at lower rates, go up to the Hamptons.

The narrow channel leading out of port lies ahead . An incoming boat , a Formula 22 Inboard/Outboard with 110 h.p. Volvo engines . A few of the smaller craft begin zig - zagging to clear the right - of - way , their wakes causing annoying chop in the bay .

Matt Hooper , a bearded , backpacking young man , is at the helm , peering ahead at the ragtag armada . He ties up , revealing for the first time a seven - by - four foot steel cage in the stern , drawing some attention .

Another man and his two buddies heft a trash can into one of the boats . He lifts the lid , and the stench throws his head into near whiplash .Brody looks over the dockrail at the boarding . Eight men have piled into a tiny Glasstron and are now loading various and sundry weapons , from crossbows to spear guns . Brody walks over to the harbormaster .

exchanging distasteful looks with his mate . He is casting off the bow lines just as Felix and Pratt , two down - island characters run over .Gardner quickly pushes off , leaving Felix with his boarding leg in the air .Felix and Pratt make obscene gestures and run off , looking for boats not yet filled to capacity , trying to make a deal .

Hooper sees Brody , up in arms about something , walking toward him . Hooper starts to speak , but Brody veers aside and yells over the pier at the loading boats .Brody turns and walks away , Hooper barely keeping up with him .Brody pauses to look hard at Hooper . A careless amateur trips and falls into the harbor beyond him .Brody goes over to lend a hand . Hooper persists .Hooper pushes a mimeographed sheet in front of Brody . About twenty names and addresses in all .Brody starts away . In the background all boats are heading toward open ocean .

Sharks are equipped with two long cords of nerve tissue that function as a sort of radar for homing in on underwater vibrations.

I know you have a visitor off your southern shores. I think it could be my shark.

I'm interning at the American Museum of Natural History, but the Oceanographic Research Institute in South Africa is co - sponsoring my thesis paper arm in arm with the Natural Institute of Health and the Marine Fishery Service.

I'm trying to prove that the shark that killed Christine Watkins last Friday was the same rogue that savaged these.

The trail of a rogue shark leads all over the world. This is only a theory. It has never been authen - ticated, but there is a wonderful chance that the shark that killed the Watkins girl and the man - eater I tagged off the Great Barrier Reef are the one and the same. Off and on I've tracked it to New Zealand, Santiago Bay, Cape Town South Africa. uh. the Gulf of Guinea, then West Palm Beach, Florida last December - and finally predicted it would follow the warming Gulf Stream into the Northern Seasonal Zones, and release an attack pattern along the Jersey Coast. I was off by just three hundred miles. It hit you instead.

All I'm asking is for a little future cooperation. I could predict future outbursts of attack activity in the area. Use me. Let me use you. I scored 93 on my Orals, for crying out loud!

I've heard the boat - propeller story several times. And the nocturnal hatchet - murder story, the dashed - upon - the - razor - coral story -.

They're very successful creatures, sharks. Eighty million year's antiquity for the species of the Great White. The family goes as far back as three - hundred million. Plenty of time to get good at what they do.

I'm not so sure. Blue sharks pretty much operate on the warm - water law, and limit their attacks to seventy degrees and up.

The Great White's body temperature in the lateral musculature is almost eighteen degrees above whatever the temperature of the water. I do n't know if this is our bite culprit.

. and since it's not my shark, I'm not slitting open the belly to see what portions of the boy is still inside. Am I?

This could be it. He's big enough all right, but I still ca n't be sure until -

There're good things to be said about meshing. It's worked in Australia for years. Repellent's a myth. Now there's a cable avail - able charged with 7,000 amps that could be strung along the entire bathing area.

This is a very good rendering, Mike. Looks like a thresher. Where'd you learn to draw him?

I picked this up in Macao. There's supposed to be a superstition about these things - that if you keep it with you, you'll be safe from shark bite.

Hope not. I'm longlining in the morning. You should come along, Martin.

I'm going to try and snag the old boy with 3/32 of an inch stainless steel aircraft cable.

Brought my own cage, thanks. If this really is my shark, he's got a Peterson disc tag on his anal fin. It ca n't be seen from a boat.

Biotelemetry. It's a radio collar. I bell the cat and then follow him anywhere. I'm trying to make a deal with a satellite tracking station at Houston, Texas.

What I said was, I'd help predict future attacks in your area. If this device works, the early warn - ing to other shorefront resorts - not just here, but anywhere it ranges in the world -

A White - it's a Great White, I knew it! Looks like he died of fright in there.

The famous Swedish naturalist Linnaeus believed that the ` great fish' that swallowed Jonah was not a whale, but a great white shark.

The longer there's nothing to munch on here, the better your chances he'll go. That means, of course, keeping your beaches closed, your fishermen in port. The other alternative is non - corrosive, 100 - gauge steel mesh - say, 30,000 feet of it around your bathing area. Concrete blocks and installation would run you. oh, four, five hundred thousand. That is, unless you could seek a deputa - tion from the federal government -.

The sea is full of fish again for one thing. You wo n't find sea life in the territory of a Great White. All the fish we saw in the ocean today. You'd think they were cele - brating. I played low - frequency music underwater - that usually works faster than blood.

There are signals in the water. I can always read them. And the currents are shifting.

I'd take them, sure. Lookout posts. An alarm system. If you can afford picket boats equipped with sonar repellent line across the bathing area. Jesus. we must have gone six times around this crummy island.

You'll never be immune to attack. It knows where you live now. Good - night.

I can read signals in the water - when they're around - when they leave. I saw the signals. It moved on. They reported an attack up the coast, toward Ipswitch, Maine today. Oh, Jesus, Martin, I'm sorry.

Careful! Compressed air - you crack that and it explodes like a bomb!

Girth, say 150 inches. Squared and. divide by 800 - that's six one, five. 6150 by 2000 -.

They pop up and drag on him, drag on him till he's through - is n't that the idea?

I told you I have things to kill it with. take over up there, I can - Quint!

Your pumps are out too. Drop me down to twenty feet or so, okay?

The armada is spread out and moving in a ragged circle , fif - teen boats in all . One man heaves cherry bombs into the water . A smaller boat going in the opposite direction offers us Barwood , forking spaghetti leftovers into the ocean while his friend pours out a bottle of ketchup . A speedboat chugs by , one of the occupants reading instructions aloud from a book entitled `` Sharks - East Coast , Vol . I. '' A boatload of impoverished scallop fishermen throw a net over - board , full of gaps and split ends . The professionals look professional , but the landlubbers out for the $ 3000 make it impossible for everybody . Collisions are barely averted .

death struggle , his rod in a tight arc . His buddy leaps across to lend a hand . Twenty yards away in another boat the same struggle ensues . This time it 's the overloaded boat with the poor scallop fisher - men . Shouts of I 'M ON ! DIG IN ! STRIKE ! Then a tangle of tackle springs from the water . They have hooked each other . Joy turns to swearing . Arnold Felix stands up to applaud the mishap , while his buddy Pratt takes careful aim with his Remington 1100 12 - gauge and blasts at the tackle as if it were a clay pigeon . The tangle explodes - Both the Out - of - Towners and the Scallop Fisherman falls over backward - The Scallop boat swerves right , and bows into an eleven - foot Glasstron - A Proud Mariner standing in the stern with his 30.06 is knocked off balance and pitches forward into the drink , his gun exploding outward and - The wad of shot from the exploding rifle hits the rigging of a passing boat sending the jib , mains ' l and about twenty pounds of rigging on top of the bewildered occupants .

Three men are aboard , one holding a rod which holds a fast arc . A few yards off stern we see a triangular dorsal fin crossing back and forth , struggling , jerking , the mighty tail threshing . One man is screaming success , the other two slapping the angler on the back .

They spot it and sour .The owner of Pratt 's boat throws it forward and Pratt removes a .45 automatic from the holster of his belt . He tests it , firing once in the air . As they near the scene of the struggle , eleven other boats begin converging , until -

That's right, except he's half a day late now that I already caught it.

If you'd have seen the fight he put up, you'd shut up. Hell, he ate a nine - year - old boy yesterday morning, the bastard, and goddammit.

Well, shit - this guy caught it with me. And Harry over there hooked it!

Everyone wants to get into the act . They are attacking the threshing beast with all they 've got . Pratt uses his auto - matic , another blasts point blank with a shotgun . There are occasional water ricochets and the bounty hunters duck from time to time as bullets skip by . Finally , the shark stops threshing .

Their boat has moved close to the shark , closer than Harry 's .One of his party in the over - filled boat grabs a gaff and leans out to grab the moribund shark . But Harry wo n't give up the line , still reeling in .Pratt nods reluctantly . The man swings , lodges the gaff and hauls the shark up onto the gunwale . A paroxysm of cheers from the surrounding boats . Smoke flares are fired into the air .It is a ten - foot blue , and what a mess - splattered with bullet punctures , gashes , bleeding from several orifices . But it is not dead - it kicks back to life and threatens to cap - size the boat . Pratt panics and fires six times with his .45 . The bullets pierce the shark 's head , pass through , and split the fiberglass hull through which a flood of water rises . Every - body stands up as the boat slips beneath them .

On a hummock overlooking the cluster of boats stands Quint . He is laughing out loud - a sharp , piercing bark that has little real humor in it . Below , the circle of boats tighten around the spreading stain of crimson .

Hooper is measuring the bite marks on the Day - Glow raft with his dial calibrators .

Hooper scribbles notes , then mumbles something inaudible into his pocket cassette recorder . Coroner Santos looks to Brody , plaintively .The coroner hesitates , then walks to the ice chest and slides open the drawer .

At first his face registers shock . Then , with forced composure , Hooper steadies his hands and begins to take pictures with his Minolta .Brody nods , looking down at his feet .An attendant flies into the room , joyfully out of wind .

dragging the shark by a tail - rope from harbor to beach . A dog follows , barking at the remains of the blue . As they arrive at the beach Meadows takes charge . Talks to both his photographer and the bounty hunters .Some of the men have run ahead , happily knocking down some of Brody 's NO SWIMMING signs .In the background ; voices , laughter . Some joke about the `` big - time fisherman '' - `` Ben Gardner , not even back yet ! '' Others open beer , throw frosty cans around , making it look like a Miller 's commercial . Meadows positions the shark and vigilantes .Brody and Hooper are seen approaching fifty yards up the beach .Click . Cheers .Mock groans as the posse moves aside . Pratt and the gaffer remain . One of the others raises the sign again for take two .The gaffer does n't fancy sidling up to the critter .He starts to poke it in the eye . Pratt on the other side leans forward for a closer look , gaff in hand . The gaffer pokes the eye . The Blue shark is wide awake , a vicious lunge in the opposite direction that snaps the gaff in Pratt 's hand completely in half .Pratt squeezes out a little smile and shuffles eight feet to his right out of range . Hooper and Brody walk into the frozen tableau . Hooper walks over to the shark , eyeing it with both amusement and disappointment .Hooper unravels a lab thermometer on a long nylon cord , twirling it over his head like a lariat , finally hurling it out into the ocean . He then unhooks a steel tape measure from his bag of tricks and spools out feet and inches from the shark 's nose to tail .Hooper is reeling in his thermometer .

reading the thermometer .Hooper removes from its sheath the meanest fourteen - inch hunting knife Pratt has ever seen .Groans are heard from the bounty hunters , some of whom start to turn away .

He wraps his hands behind him in defiance of the proffered blade .

Mayor Vaughn , Mrs. Kintner and her father approaching . Mrs. Kintner is draped in black mourning , and never utters a sound . She lifts her veil , walks two paces forward and spits down at the shark , takes two paces back and replaces the veil , recovering her poise .Harry steps forward , pointing .Vaughn begins shaking hands with the three winners , and Meadows snaps some bonus pictures . Mrs. Kintner 's father draws close to Brody and Vaughn , handing Vaughn a card from his pocket .Nary a blink from the old man , and Vaughn looks to Hooper , weighing the alternatives .

At whatever the cost, my daughter has requested that all preparations be made to ship this animal to her home town of Marblehead, Mass.. Can you accommodate us?

walking up the beach with Pratt , Harry and the gaffer follow - ing behind .

kneels next to the shark , making a face at the wafting stench .CUT TO

One man is at the radio , another , a laundry - white officer , walks toward Brody .They walk out together , into an eerie dusk fog .Brody walks into the fog until he disappears .

Ca n't seem to raise your Mr. Gardner. Maybe his radio is out. Or he could have put in somewhere else.

Brody, sharks are always around. Blues, browns, makos, thousands -

Where is it? How do we find it? It should n't come around again. Odds are worse on the highways.

We could put up a show. We could give you spotters, but in where the waves break, the water's cloudy and it's hard to spot. Or we could string out shark repellent - sometimes it's effec - tive. But then, sometimes -

You'll need about 150 of these - twelve feet apart, behind your surf - line. We'd have to string them right across, that's say, 2000 feet.

Brody walking away from the station and lighthouse preoccupied with a dozen alternative thoughts . A shattering blast from the fog horn catches him unprepared and he nearly comes out of his skin . Hands clasped to ears , he passes a sign that can barely be seen through the fog : WARNING ! FOG HORN CAN BE DAMAGING TO YOUR HEARING !

Hooper is having after - dinner with Ellen and Martin Brody , while a spectacular heat - lightning display colors the night clouds and dances on the water miles out .Michael walks in . He does n't smile after the Sunday incident . He is quite dry this evening , and is in possession of a ghastly watercolor of a shark tearing a man in two .Ellen and Brody exchange worried looks . Hooper digs around in his pocket for something , then looks through his satchel purse .Hooper hands Michael a shark 's tooth on a wire necklace .Michael smiles for the first time , and a warm moment passes between him and Hooper .Brody takes out a lighter as Hooper puts a twisted cigarette in his mouth . Instead of inhaling , Hooper takes a long hit , and it does n't take long for the shock to beat the aroma to where Ellen and Martin sit .Hooper brightens and reaches into his duffel , pulling out a shiny stainless steel object about the size of an alarm clock .Hooper sees where this has arrived . He swallows the roach and takes a breath .Hooper gathers his things , climbs into his backpack . Smiles at Ellen and kisses her hand . Ellen smiles , not yet recovered from embarrassment .He leaves . Ellen looks at her hand . Brody turns and sees her .

The boat is slicing gentle swells into the flat water . Hooper is mainlining from a big reel . Tuna - halibut clips attached to each of the lines that bear hooks and floats every ten yards . Large bait chunks are tossed into the water . In the boat with him is Meadows , huddled in a corner and trying to appear eager to learn . Hooper is not cooperating . He storms around , upset and frustrated .Hooper opens the throttle half - speed , looking into the sonar display that casts a green glow in the soupy weather . A blip appears on the screen that draws a speculative hum from Hooper .As the two huddle together in the green spill , Hooper touches the throttle to increase speed , still slightly puzzled .

looks up from the scope , and his expression turns to horror .Hooper looks up in time to avert a near collision with Ben Gardner 's boat , the Flicka . It is completely awash , with water in the cockpit right up to the gunwales . Seat cushions and hatch covers float about , banging and thumping . The boat is wallowing and it seems that , given a touch more weight , it will sink .Hooper comes up alongside , cuts his engine and goes forward to tie his bowline to a forward cleat on the Flicka .

Bigger blips , both visually and audibly . Taking note of this , Hooper stands a moment trying to figure out what could have done this . There does n't seem to be any damage fore or aft . Then he notices that one of the after cleats on the Flicka has been torn away . there are scars on the wood where the screws are used to hold the cleats down .Hooper nods toward the water .

We see life - belts and jackets floating in the unearthly stillness .

He gingerly steps onto the rail of Flicka , peeks into the cockpit and cabin . Awash . No sign of life . He puts more weight down as he cranes his neck further and the whole boat lists to one side . Hooper leaps back to his own .

suddenly cold , zips up his windbreaker and turns the collar up , as Hooper zips up his wetsuit and clasps on a weighted belt .Hooper hyper - ventilates as he places on mask , checks his `` hot '' flashlight .Hooper finishes hyper - ventilating . smiles to reassure him .He 's ready to go , but hesitates a moment , staring out at the sea - the first time Hooper has appeared to be doubting his next move . He shakes it off , takes a huge breath , lets out half and splashes in .

all alone in the boat . Just he and the active sonar . He checks the second - hand sweep of his watch , counting out loud .

Hooper descends in a froth of bubbles . Warily he turns a full circle with his hotlight . At first we see nothing out of place about the Flicka except that it is lying so low in the water . But as Hooper travels the bottom looking for damage , he comes across a jagged hole two - thirds of the way forward . The hole is about the size of a basketball , and the wood around it has been bashed and splintered . Hooper explores the hole with his hands , then takes the knife from its sheath and begins to dig at something . Whatever it is comes free in his hand . As he studies his find , his light wanders upward , pointing directly into the dark hole . Hooper looks up .

Ben Gardner 's dead face stares out through the hole in the Flicka , eyes and mouth gaping in frozen horror , his skin pinched like a prune .

bumps his head in trying to get away , seems to yell through escaping bubbles . His mask fills with water as he flails for the surface . Miscalculating , he bumps into the hull of his own boat , scrambles around it , finally coming up between the two boats . gulping air , unable to speak yet , shocked and scared , out of breath .All Hooper can do is hold out his hand , open for Meadows to see . A shiny white tooth , at least two inches long , rests in the palm of his hand .Hooper rolls up his sleeve , and with one stroke of the tooth shaves all the hair off him forearm .Meadows will never be the same .

On the run and seeing red , Larry Vaughn speed - walks out of his office , grabbing his coat and out the door , cuss - mumbling all the way . Meadows , still in his boat clothing , appears behind him , his tie undone and sweating . Vaughn jumps into his car , and just before Meadows can open the passenger door , takes off in it .

Just under the roadside billboard , Hendricks and another deputy , Joyner , prepare for a climb with ropes in their arms , paint cans and large canvas brushes . Beyond them a few feet away , stand Brody and Hooper , watching Vaughn pacing back and forth , sucking on a Havana . He has a newspaper in his right hand . Hooper is sketching on a sketch pad .Brody holds out the two - inch tooth .Hooper steps over to show him his sketch .Hooper has sketched the reduced ratio figure of Vaughn with cigar standing in front of the jaws . He looks like a dwarf by comparison .Hooper has come prepared . He takes from his backpack a Bomar Brain calculator and ticks away at it while talking .Vaughn is apoplectic . His seemingly dead cigar glows again . He takes Brody by the arm and leads him out of earshot of Hooper .Vaughn gestures up at the billboard . The beautiful model splashing in the golden surf with flailing arms has been significantly reinterpreted . Some pranksters have painted a huge dorsal fin cutting through the waves next to her , and she now looks like an hysterical beach - goer stampeding out of the water . The deputies begin covering it over with paint . People have been gathering throughout the scene on bicycles and a few station wagons .Vaughn storms away before Brody can reply .

Hooper is loading some mainline floats and smelly bait fish on board . Two young long - hairs are assisting him . The old harbormaster dips his coffee percolator into the water and rinses it thoroughly while watching Hooper load . He rises to his feet and walks across the pier , looking in the oppo - site direction about three slips away .

Brody and Deputy Hendricks are supervising another loading activity . Six local fishermen are converting their 16 - foot fiberglass double outboard into a gunboat . A sealed crate of high concussion palm - sized depth charges gingerly finds a place in the bow section , over which fishing gear and nets are positioned to disguise the mission . BR0DY . -LRB- to Hendricks . -RRB- Do n't let him out of your sight . Not for a second . Stay at a dis - creet distance - and dammit , Lenny , no shark talk ! The way sound carries over water , you 're a dead giveaway .

Angling down a stretch of picket fence . Little karate cries are accompanied by little flat hands piercing through splin - tering wood .

The hardware store proprietor , bored and withdrawn , suns himself on a chaise lounge surrounded by summer surplus that no one is buying , while - - the Amity Gift and Candle shop is offering an outside display on a carousel postcard rack of artificial shark - tooth necklaces , along with an open - air gallery of shark books . A dozen tourists bunch up as business booms here today .

Ellen is somehow mired behind Brody 's desk , two travel folders in her absent - minded grasp . She talks into one phone , at the same time she is talking on another to a breathy , ticky landlady . All of this overlapping . Brody 's secretary Polly is in the outer office doing three things at once .From the outer office , we hear :Three people enter . Two of them , an elderly tourist couple , push past Polly and into Brody 's office where Ellen stands beside the desk .Ellen removes the receiver from her ear , from which angry geese - like sounds filter through . She starts to explain , instead bursts out laughing - one of those spontaneous , funny cries for help that leaves you weak . She falls helplessly into her husband 's swivel chair , covering her face with Acapulco brochures . CUT TO

First it's twenty - four hours, then it's two days. If one more guest of mine leaves for Cape Cod, I'll start a petition!

Excuse me - I see by the papers they caught the killer shark. I see by the signs that the beaches are still closed, and we were just wondering.

I think it's a simply wonderful positive sign of our times to see a woman Chief of Police in a nice place like -

Entering Quint 's abode is not unlike a spooky ride at Disneyland . the placement of objects , the dungeon lighting , the tendrils of smoke and dust in the air makes a visitor wish he were carrying a 100 - watt bulb . There is gear everywhere . The walls are adorned with jerky shark hides , coiled ropes dangle like serpents above a galley stove that leaks smoke and holds two weeks worth of filthy dishes . Tubes , barrels , rods , reels , harpoons , an antique gun collection and a dizzy array of shark hooks line the walls , with one entire wall dedicated to a collection of laminated jaws from the blue shark to the Great White . Con - spicuously in the center of the room is a swivel fighting chair and it looks like the perfect place to have all your teeth pulled . Into this orifice of decay , Brody enters , and from his point of view , we see Quint hunched over a tub of steaming Borax .Quint lifts a ghastly set of dripping jaws from the solution .Quint demonstrates by holding them up to frame his face through the round jagged opening .He looks up at his gallery of jaws .Brody enters the room like he 's treading on hot charcoal .Quint walks toward Brody with Borax dripping from both hands . He places one of them hospitably on Brody 's shoulder .And ushers him into the fighting chair . He then busies him - self around the premises and Brody must use the swivel chair to follow him , feeling chills whenever Quint move behind him .Quint slips past Brody 's blindspot to the opposite wall , and Brody tenses and swivels too fast , almost spinning 360 degrees before braking with his feet .He moves proudly to the shelf of jaws and souvenirs collected from the bellies of sharks .Quint hops to the oven . An avalanche of pots and pans , a burst of smoke , and before you know it , Quint is presenting Brody with a hot plate .Brody turns away from the stink .Quint is suddenly across the room , lowering a bucket in front of Brody .Quint turns , suddenly bitter . He walks over to a cage with a parrot in it .Quint stalks Brody as he talks . Brody trying to look reasonable as he backs around the room , bumping into objects d'art .Quint poses stuffed with a harpoon in the middle of the room . This is the first time he has stopped moving .Brody looks for the door . completely disoriented , he tries to open one of the walls .Quint taps the bottom of the bird cage , and without losing a beat , the parrot squawks in falsetto :Brody has found the door and is gone . The door swings in a breeze . Quint turns to his gallery of jaws and smiles with a mock - courtly bow .

Hooper 's Formula twenty - two tying up in his rental slip . He looks dog tired as he steps off and stretches his legs on dry land . The most astonishing thing about Matt this evening is his obvious disappointment . The gunboat is also tied up , the men unloading . They are in terrific spirits . Each has caught his limit . The boat is filled with fish , the men filled with stories . Only Len Hendricks shows the strain .

riding up on his police bicycle . He sees Hendricks fifty yards away in the dusk , shaking his head . Brody turns and rides down the dock toward Hooper , saying good - bye to his day help .Brody is left alone on the dock , the sky darkening behind him .

Two cavernous iron doors . Then a crack of vertical light as six burly crewmen muscle them apart . The Amity ferry landing is approaching , people in colorful outfits waiting dockside for the first filled - to - capacity shuttle of the summer season and - Bach 's Little Fugue is the musical accompaniment to this wholly visual montage of disembarkation . The next two minutes should be treated like a `` short film '' taking into account all of the colors , episodes , faces and behavior of a variety of Americans who colonize Eastern resort communities for the ninety - day season . A . A train of cars trundle down the ramp , bumper to bumper . B. Young beautiful people from Princeton , Yale , N.Y.U. , wearing knapsacks , toting luggage , babies riding in papoose rigs , energized children , senior citizens hold - ing hands on the pedestrian ramp , a few wheelchairs . C . The sidewalk vendors hawking balloons for the kiddies , hotdogs , hot fried clams , Italian ices . D . The Amity Cab Company , small blue Toyotas , run by students on vacation queued up like a bomber wing . E. Hooper is watching . Station wagons with pale winter faces pressed anxiously to the windows , Cadillacs with Rear Admirals at the helm , their wives with blue hair remembering the way from the years before . Then six blonde and tanned Coney Island meatballs descend the ramp . They all wear Men 's Club Lifeguard patches and matching collegiate windbreakers . They scour the landing , looking for someone to save . The boat is empty . Everybody heading inland , anticipating the best Fourth of July ever . Already there is debris on the docks and the cleaning crew works away at it .

As Bach 's Little Fugue ends , the six burly crewmen lean their combined weight against the Cathedral doors , closing out the light and locking in the trade . The doors latch shut with a resounding clang ! GO TO BLACK

A young Ensign is demonstrating `` Shark - Chaser '' to Brody from the concrete pier . He lowers a canister of it into the water and a dark cloud begins to diffuse .

If you lifted out any hunk of mid - day Manhattan intersection and set it here on the colonial corners of Main Street and Pilgrimage Way , you could n't do worse . This is what Amity feeds on between July and September . This is what the tourists pick over between 8:00 A.M. and 5:00 P.M. . This is what it 's all about .

The marquee lights go on . Moby Dick is the new substitute feature offering . Pan down to show the theatre manager and a boiling , pacing Larry Vaughn .

Gregory Peck as Captain Ahab in an outpouring of classic Melville . The white whale explodes through the waves and crushes sixteen harpooners . A single sandpapery laugh accompanies each special effect .

Quint sits in the center aisle , popcorn and ju - ju - bees stuffing his face . The splayed projection beams dance around his head as he roars with amusement . People are getting up and moving away from him . He is watching with delight , slapping his thigh , thumping the seat - back with his feet .

We watch as Ahab gets tangled in the line and dragged under by the whale . Quint can be heard OVER .

A four foot surfer 's swell curls and crashes on shore , rider - less . The broad sandy beach is a mosaic of summer color as one thousand vacationers practice fun in the sun , but not in the water . Hot dog stands and ice cream vendors are every - where .

A half - dozen lookout lofts . As many handsome lifeguards with Walkie - Talkies strapped to their trunks and loudhailers at arm 's reach . Bored , two of the hot dogs train their binoculars on some local color .

Tactically flanking a three - hundred - yard apron of black repellent are four small watch - boats . A fifth tiny pleasure boat darts around the repellent line . Farther out , cross - ing back and forth , are patrol boats six and seven . To top it all off , a Coast Guard blimp floats three hundred feet above .

A crunch of gawkers makes life miserable for a mobile TV crew on their van - shaped unit . A graduate from the Columbia School of Broadcasting is interviewing Martin Brody in front of dozens of camera - conscious kids .Vaughn is watching the ocean , aware that nobody is in yet . He turns in the direction of a Selectman and his family , and after grunting hellos , falls on his haunches and talks through a dogged smile . VAUGHN Will you please get in that ocean . SELECTMAN What ? VAUGHN Nobody 's going in - move ! -LRB- indicating his family -RRB- Them , too ! He gets up , gesturing `` go in '' to another townsman . The Selectman gathers his senses , swallows back nagging nerves . SELECTMAN -LRB- to his family , false cheer -RRB- How about a swim , gang , huh ? -LRB- to 12 - year - old daughter -RRB- Not you , you have a cold . Vaughn spies Hooper , alone on the sand in his trunks , look - out at sea . The Selectman and his family of four start into the ocean as Vaughn approaches Hooper . VAUGHN You 've earned a day off , Doc . And thank you . Hooper just looks at him . VAUGHN We feel you 've done a heck of a job , you know . HOOPER -LRB- nods , looks back to sea -RRB- I feel the same about you .

They walk into the surf , deeper and deeper , until a wave washes over their heads . The Selectman surfaces , and realizes he is wearing his watch . Never mind . Others follow suit and begin to trickle into the white surf .

Four State Police with their 30.06 's stowed discreetly under their seats . As a Beering State Policeman talks to Brody on the Walkie - Talkie , we notice Boat # 5 , a short - range speedster , working the repellent line .

Two men and a boat - load of canisters . One holds up the nylon repellent line with a pole as the other replaces a can and shouts back .To demonstrate what he means , he holds up two hands , black with dye . A wet can of Budweiser tumbles into one of them . Sailor 's Walkie - Talkie squawks like a strangled chicken .The two sailors turn to port .

Hendricks is on the radio while a Coast Guard spotter works the sonar .Pan to the water .

A breathtaking view . The blimp spotter looks down with naked eye and binoculars .

He is walking down the beach , threading his way through the happy hordes .A group of youngsters playing with Michael Brody 's dinghy . They are hauling it toward the surf .Michael turns as Brody trots toward him .

Who's scared to go in! I was in! Up to your knees, yeah - So come with me - I'll go again. How far? Etc., etc..

A surfer waving to impress his girlfriend on the beach . He dives off his board and swims around the black dye .The eighteen - year - old surfer submerges , comes up all inky . His girlfriend laughs , impressed .

Clowning , posing , boasting for the cameras , dozens of youngsters ride in baby waves , stand on their heads , on the shoulders of friends , wave , swim out , kick up the water . The TV cameramen are going crazy . Burning film . Zooming .

The Surfer wo n't leave the area .Suddenly his Walkie - Talkie fizzes , and the Blimp Spotter 's voice overloads the speaker .

Guns are up , heads turning everywhere .The Coast Guard sonar operator spots it and pales . A slick black dorsal fin is slicing a wake toward the swimming area .

Rigid and choked , he almost breaks the `` send '' button trying to transmit .Hooper is on his feet . The lifeguard next to him begins blowing on his whistle .

Dozens of bathers halfway out of the water , turn to see . More whistles , and they start toward shore . The loudhailers sound - ing more urgent now , and a contagious dread seizes one person after another . Entire groups of people begin pulling toward shore , some of them obviously trying to control a growing hysteria in others .

are converging , heading toward the repellent line as if track - ing an underwater shadow . The fin is beyond the repellent cordons and heading into the crowds .

People begin screaming . Kids are suddenly separated from their parents . Others seem to forget how to swim . One myopic little girl has her glasses bumped off and she begins to cry in blinded panic .

The riflemen in the boats are trying to get a bead , but too many civilians create a hazard . The Coast Guardsmen attempt to sever the repellent cord to gain access to the bathing area and the heaving fin .

This is a confirmation of our worst dread - a full - blown headlong water panic . Screaming vacationers claw their way over the bodies of the less able . Some literally attempt to walk over the bobbing heads and glistening backs of others pulling for dry land .

Horrified faces . Some are stunned and wandering in slow , tentative circles , while others are helped out by friends . Five people try to mount a rubber raft . Ugly reminders that each of us is Number One . Brody enters shot , yelling into his Walkie - Talkie , Hooper charges past him to help an old man out of the water . He returns to pull several others to their feet .

Hooper keeps plunging in , dragging the helpless from the surf . Tears well in Brody 's eyes . The screaming is deafening . The TV unit pushes past Brody .One thousand survivors pack the beach , standing absolutely still . A numbing cold sets in , and people shiver against each other . Muted sobs , whimpering , coughing . The six burly lifeguards huddle together like Cub Scouts .

The monstrous black fin turns a slow circle as two Coast Guardsmen manage to cut their own repellent line . All boats converge on the dynamic fin . Men raise their guns to fire . Others adlib nautical commands in a uniquely calculated fashion .

It slips sideways , revealing for the first time a tiny blue snorkel . Then appears the faces of two youngsters whom we will recall from the coven behind the dune . The fin bobs back , a beaverboard replica attached to a partially sub - merged surfboard . One youngster looks up and is greeted by :

Twenty rifles and shotguns pointed directly at him . Surround - ing him on three sides . Some of the policemen start to lower their guns - struck dumb .

his only defense , he begins to cry - and feebly raises his hands in unconditional surrender .

The narrow estuary leading into the half - mile is rough today . Two children digging in the sand and unaware of the beach panic one hundred yards away look up , and the little girl points .

Michael is tacking full - sail in his boat with a friend , Kit . Kit is admiring the shark 's tooth necklace around his own neck while Michael rubs some water on the scratches left by it . The fin , huge , black and real , crosses behind them . They are not yet aware . The fin seems to circle and return . It heads toward Michael 's boat when another small dinghy gets in its way - a weekend novice just finishing a thermos of coffee when he is `` bumped . '' The entire boat is overturned . Michael sees the fin now as it collides with him , the entire bow lifting out of the water and rolling over on the port side . Michael and Kit are thrown head first . Three heads in the water come up sputtering , the fin between them crossing back . Michael freezes . The fin comes directly at him , growing into the sky , passing him so close he could touch it , but ignoring him as it follows the flailing and panicked weekend novice . Catches him . Michael watches . That all too familiar explosion of water - a choked off scream - the head and upper torso of the novice passing Michael swiftly as though being carried off - a current of blood trailing around . The renewed cry of SHARK ! SEMENTIA POND !

Three boats racing to carry out the orders . The black fin repassing the two children , racing to get out . One rowboat reaches the mouth before the others . The fin wo n't veer off . It smacks into the little vessel , tearing off the bow and beaching it in its wake . Racing into open water . Blood leavings .

He is pulling Michael out of the water as Brody runs up . Michael is conscious but in shock - his eyes staring at nothing .People gather and Brody snatches beach towels out of their hands . They cover Michael and carry him off the beach , feet raised above his head .

The 1940 's hit HUBBA , HUBBA , HUBBA blares from the new stereo . Barbara Walters blares from the new color TV . Brody has the look of a man who has gone without sleep for two days . He slouches in the fighting chair , watching Quint who is shoving Salvatore toward the door .This done , Quint picks up a harpoon , tests the point . Sharpens it on a shark hide .Brody rises to go .Quint talks past him in a load open voice .We see Salvatore , afraid of him , but resolved .Quint snaps the generator off .Quint picks up a length of rope and starts to coil it , turns to Brody .Quint takes him in with a tight smile . He tosses Brody the length of rope .Brody feels useless holding the rope end .Quint runs through his check list . to himself . Pan down to the floor and an arsenal of hand - to - shark weaponry .CUT TO

Hooper 's fighting gear is on deck . His colleague from Woods Hole looks at him with some dismay as they go over the check list of fighting gear from the Oceanographic Institute . The Colleague , in a smaller boat alongside , hands him the last few bits and pieces .The Colleague glances up toward the flybridge and Quint . Salvatore goes back and forth rolling on chum barrels .Quint looks down at the undersea cage that is sitting on the transom of the Orca .With an operatic gesture , Quint sings down to him in his best voice .

Brody is walking down the pier , bundled in foul - weather clothes like a tenderfoot Sea Scout . He carries a shopping bag and an overnight kit . Quint ca n't help himself - he guns the Orca 's diesel engines to sound like a wolf whistle .Brody is helped unsteadily into the boat by Salvatore , who then leaps lightly to the dock and casts off with style . Even now Brody is beginning to look sick . He holds onto the hatch handle .Salvatore waves and smiles as the boat pulls away .The Orca chugs past the dock and out toward the narrow breakwater . -LRB- NOTE : TO BE INSERTED - THE BLUE SHARK FRENZY , PER BENCHLEY 'S NOVEL , TO GET THE THIRD ACT UNDER WAY . -RRB-

The Orca is drifting in neutral . The ocean is like gelatin , the sun sucking heat waves from its surface . Brody at the stern , handkerchief on his head to protect from further sun - burn , has been handed the slimiest job on a shark hunt : the ladling out of chum . Brody is reeling with nausea . Hooper is up at the wheel on the flybridge . He dons a baseball cap and aviator 's sunglasses . Quint is firmly situated in the fighting chair , reeling in the bait . All three have the look of being on open water for the better part of the day , with no luck .He hauls in the bait . Two mackerel , barely alive .Hooper studies this man Quint as he flings aside the mackerel . Brody has stopped chumming and is retching over the side .Brody opens his overnight kit and takes out a handkerchief and some Old Spice after - shave . He pours the after - shave into the cloth , presses it to his nose , and resumes ladling . Quint almost trips over Hooper 's tanks as he walks to the chum barrels . He roughly kicks them aside .Quint takes a wide red strip of whale meat and a gnarled squid from the garbage pail , and searches for a No. 2 hook rig .He holds up the strip of whale . Quint has sculpted it into the outline of a whale .Brody shades his eyes from the white sun as Quint baits up .Quint gets a big laugh out of this , and sits in the fighting chair . He casts off , murmuring as the line feeds out .The line whizzes off the reel . Brody jumps up . Quint puts his hand on the drag and addresses the situation softly .Quint tightens drag and strikes . The line goes whizzing out . Brody runs to Quint 's side .Brody pours water on the screaming reel , nearly unspooled now . Hooper is turning the boat around and the line changes direc - tion .Hooper steers it sharply .Again the line changes direction , down this time .Quint reeling in like mad .The line rushes out and now there is less tension . Quint is horsing up and down , reeling in .The line is almost vertical now , and Quint shows a hint of bafflement . He reels in suspiciously .Hooper is rushing down .The leader shows above the water line . Brody is wide - eyed , waiting for that first look .Hooper snaps the rope onto the leader and holds on .Before he realizes what 's happening , Brody is clumsily clutch - ing at the big rod , appalled . Quint skips away for a harpoon . He picks one from a row of twelve , turns . That 's when the leader lashes free , sending Hooper crashing backward in a serious fall , and the rod whips at Brody 's forehead , drawing blood . Quint snatches up the rod and reels in . The wires have been bitten through .Hooper shakes off his dizziness and obeys . Brody watches Quint rig up a new leader , hook up the same bait .Brody begins to apply cream to his sunburned nose .

Hooper cuts the engines as Quint swings nimbly down . He stands stock still on the main deck , motioning Brody to be silent . Then picking up the newly rigged rod , Quint softshoes it over to the chair . About to sit down , he freezes .

We see the shark . First the jet - black fin . then the head and upper jaws , twenty yards off . It finally submerges , veer - ing off to one side with a neat slap of its tail .

He puts the rod away .Quint snorts and dumps the chum overboard . Flings in the two mackerel .Hooper is rummaging in his gear . Brody watches him locate a small waterproof signal light . He starts to attach it to the first barrel . Quint , who has been scanning the sea , spins around .Hooper switches on the signal light . It pulses a glow that hurts the eyes even in broad daylight .Quint breathes in smoke until his tongue catches fire .A whale of a thump jolts the Orca . Quint grabs for a harpoon . Brody pulls his snub - nose special from his shopping bag . Hooper sees the panic on Brody 's face and reaches a hand out to him .Quint , on the pulpit , harpoon poised .WHUMP ! Quint almost takes a tumble into the water . We see the glistening back and fin below him . HE PLANTS THE HARPOON . The Great White slaps the transom with its tail and sounds .

The rope reels out in a blur , and Hooper pins Brody out of the way of the spinning coils - just in time . The barrel with flasher attached literally somersaults out of the boat , missing both men 's faces by seven inches . Quint is already poised , feet planted , with harpoon number two .

The barrel skips like a flat rock over the surface of the water , then unexpectedly vanishes under the water .Brody and Hooper enter the shot behind him . The sun is low - slung over the horizon .

asleep on deck . The day has taken its toll . Brody is riding the crest of some bad dreams , on the verge of waking at any moment .

Both sit on the transom . Hooper takes a long pull from a bottle of Quint 's home brew . Quint is railing at him , both a little smacko .Quint flaunts his thumb , a checkerboard of scar tissue .Hooper rolls up his trouser leg boasting a crescent scar on his calf .Quint starts to pull up his own pant leg .A slow mischievous grin stains Hooper 's soggy face . He slowly unbuttons his shirt , knowing an ace beats the three of club . An S - shaped white scar on his side says `` gin . ''Quint staggers to his feet , begins undoing his belt , undoes his zipper .Quint pulls down one side of his pants to his hip . It looks like a small piece of him was cored out .Both laugh , as Hooper pull his shirt down over his left shoulder .More laughter . Quint takes off his shoe .Hooper , laughing , undoes his belt .

The stroboscopic signal - light surfaces at the horizon .Hooper does n't replay , Quint needles him .Hooper shrugs . Quint hands him the bottle . Hooper cocks his head , noticing a scar patch on Quint 's right forearm .Quint , staring out to sea , does n't seem to hear Hooper . The signal light disappears .

His face falls as he hears this . Quint looks at him ironi - cally .Once again Quint turns his eyes to the sea .Hooper is interrupted by the boom and banshee cries of a distant whale .

springs out of his shallow sleep .Quint sits in the fighting chair .

The light has surfaced a quarter of a mile away .Brody sinks back , half awake and panting from his burst of fright . Hooper looks at Quint a long time , suddenly a stranger again , then beds himself down in the balmy night air . Quint starts to doze , massaging his missing tattoo . CUT TO

The Orca sits on unruffled waters . A planetarium of star - life overhead with shooting stars , every now and again making incisions into the heavens and leaving green trails behind . All is quiet , not a breath of wind . The barrel 's strobe light pops into foreground , CLOSE . It heads toward the Orca , carving neon blue phosphorescence into the water . The massive dorsal fin surfaces in the night and circles the Orca , leaving phosphorescence in its broad wake . The night skies , the silent waters are now alive in dancing light .

as the sleep . A SOUND is heard . A low protracted scraping . No one wakes . The sound returns . Another SCRAPE . A SCRATCH - ING noise . almost sounds like CHEWING . Then a gentle BUMP at the stern . Quint stirs . Brody turns over . Hooper is sleeping soundly . Then . A seizure of violent shaking . A horrible splintering and popping noise . Quint half falls , half springs , out of the chair . Hooper is on his feet , but loses his footing . The Orca is again bumped from underneath . Brody holds on , his gun in hand . Quint pulls out his M - 1 .Hooper is on the flybridge in six bounds . Quint fires sea - ward over the transom . The engine starts , but something in it sounds wrong .Quint cranes to look down and around , but no light can be found .He hefts up a deckboard , pokes his small flashlight into the cavity .Quint ca n't hide his fear now .Sound - pumps starting .Quint takes Brody by the arm and sits him down , pointing to starboard .Quint takes up the opposite position and loads his M - 1 . Brody checks his gun . Hooper looks with binoculars .

The three men standing sentinel . Stars . quiet seas . phosphorescence lighting up the water . HEAR the whale cry - ing from far away .

Brody leans against the windshield on the flybridge . His arms hoist binoculars to his eyes . Visible without binoculars is the signal - light and barrel , not moving , two hundred yards astern . An angry racket filters up from below deck - Quint is effecting engine repairs the only way he knows how . Brody has learned a neat sailor 's trick and nimbly slides down the hand piping , his feet avoiding the steps . He sidles next to Hooper , who is struggling into his full wet suit . QUINT . -LRB- o.s . -RRB- It moving ?Hooper is busy attaching the cage to the ginpole . He is full of purpose , his hands working against the clock , short glances to the hatch from where Quint can be heard , cursing and wrench - ing .Hooper tests the rope , inspects his gear , selects a steel pole and opens a tiny green felt case .

Hooper opens it , removing a deadly - looking syringe head .Brody tries to reason , when :

emerges dirty , red - eyed and haggard , pauses to take it all in .Quint starts to climb the bridge .Quint finesses the Orca `` slow ahead '' toward the barrel . The engine sounds like a hamster treadmill . Hooper climbs up beside him .Quint cuts the engine once alongside the barrel . Hooper barely controls himself . Climbs down . Quint follows after him , putting a cautioning hand on Hooper 's shoulder to walk softly , then motions Brody to stay on the flybridge and keep his eyes peeled .

Tiptoe to the stern , Quint intercepting a harpoon along the way . Hooper leans way out over the transom and poles the barrel closer . It bobs around easily , arousing Quint 's sus - picions .Hooper poles up the slick nylon rope , leaving the barrel untouched in the water .Hooper starts hand - reeling in . Surprisingly , there is no resistance . Both men share perplexed looks . Then Quint reaches over , his whole body leaning over the side , putting down his harpoon .

Both men are draped over the side , their chins almost touching the water on the aft side . From the opposite starboard direction , fully unfastened from the barrel , comes the Great White . First the fin , then the conical nose and the upper border of wide , grinning teeth . It knifes through the water in absolute silence , propelling itself with tremendous speed toward the unsuspecting men .

His instincts shine - as does his newly - acquired sense of direction .

They turn just in time , and a long spine - stretch saves them from instant decapitation . The Great White passes the transom , the harpoon still in its side and trailing five feet of chewed off cable . The monster rolls on its side and looks at them as it passes . Then , with a great sweep of its tail , it lashes the side of the boat , ripping the rope from Quint 's hand and shearing off five square yards of paint like a lathe . It makes a wide arc out to sea , only the fin showing now , and begins to circle around the boat . Quint notices his hand , palm cut and bleeding , realizes he came that close to losing his whole hand . He has never been more dangerous .Brody and Hooper exchange places . The engine starts with a terrible grinding .Brody heads off for the cabin .

A perfectly terrible look comes over him . He raises up and starts after Brody . Brody disappears into the cabin . Quint pauses outside and sees :

Brody picks up the radio , flicking on knobs and lights on the complex console . QUINT . -LRB- o.s . -RRB- Beg your pardon -

Quint appears , silhouetted in the hot light of the door , raising his bat .

Quint brings down the bat with all the strength he can muster . Crash ! Sparks fly , lights blink and go out , plastic and sections of metal ricochet all over the cabin as Quint demolishes the ship - to - shore radio . Quint takes a happy breath , winks at Brody and hands him the bat .If he were ten years older , Brody would be on the floor with heart failure .

The shark is closing the gap , faster .Hooper pulls the boat into a tight turn and Quint has a shot at the upward rolling flank . He sinks it with careful pre - cision .Brody emerges from the cabin as the rope zips overboard , and the barrel , changing over , catapults into the air before plunging into the ocean in a cloudy splash .

Hooper can see the fin racing ahead of the barrel . Diving down . Up again - Quint prepares another iron .The engine thuds and knocks .Suddenly the barrel gongs into the side of the Orca .Hooper skillfully avoids the speeding rope .Quint leans to one side , harpoon over his head . The Great White breaks water and .He sinks it deep . We hear shots . As the new rope whips out , Brody can be seen standing on the gunwale , clutching the steel cage with one hand , firing his pistol at the shark with the other . Quint shakes his head in amused disbelief at this , as the barrel goes over .

He has seen the two barrels pop to the surface .He yells to Hooper and Brody as he swings behind the controls .Quint steers `` Slow Ahead , '' engine protesting , as he maneuvers toward the moving barrels . Quint peers down , steering closer and closer .Together Brody and Hooper hook a barrel - rope and hold on for dear life as the shark changes course .Brody and Hooper pull in with all they are worth as Quint helps out by wheeling in a circle . He laughs to himself , enjoying the spectacle .

securing the rope to a cleat but allowing the barrel to hang overboard . He helps Brody with his chore on a second adjacent cleat .

The boat is jarred violently from side to side as the under - water force of the Great White jerks and heaves them to and fro , up and down , side to side .

sees the fin ahead . It is pulling the boat .The shark leaps partially out of the water , and the sight is both horrifying and awesome . Its jaws break water , snapping at the ropes that have him snarled and frustrated . Quint throws the Orca into neutral and shouts down :At that , Quint slides down to the prow , grabs up an iron . It is too light . He grabs another , finding satisfaction in its heft and balance . The shark can be seen directly ahead , threshing closer .He sinks the iron , and the shark veers downward in a gushing shower of spray .

They are trying to untie from the cleats , but both ropes are stretched too taut . They jump out of the way as the ropes stretch down the side and behind the boat , knocking over objects as it skeeters across the deck . A tight jerking motion , and the Orca is dragged through the water - backwards . And much too fast . Water is splashing up over the transom in its backward wake .Wrenched to one side , Quint is knocked from his feet .

A moment of slackness , and then a great surge of raw strength . The rope snaps the cleats off , screws and splintered wood spraying - and the barrels fly into the water . They dis - appear beneath the turbulent grey surface . The three men , breathing heavily , bruised and pouring sweat , look out at the blank water .

Pop - pop - pop . One , two , three , the barrels surface - ready for more .Brody looks down at his feet . There is salt water up to their shoe tops .The barrels start a wide circle , each cuts through the water , pushing a wave before it and leaving a wake behind .Quint tosses Brody the hand pump , then picks up his 30.06 , checks the load .

The barrels approaching the Orca dip below the surface , one - two - three .Brody looks around . Hooper on the flying bridge searching in all directions . Quint is looking more appalled every second .BOOMING THUD at the keel . Brody slides on the wet deck and Quint loses his footing , falling into Brody 's arms .

With him we watch the barrels pop up ahead of the bow then veer briskly to the left and plunk down again .

Panic - ridden , barely in control .The barrels have surfaced and we see the lengthy shadow passing underneath the Orca . It is incredibly huge , there 's always more of it . There is a SCRAPING NOISE . Quint looks down as two of the barrels drag along the sides of the boat .There is something different about Quint . He 's quieter now , more icily calm . The colorful cockiness has left him . Brody senses that Quint knows he 's in a fight for his life . The Orca taking evasive action . But the three barrels are steadily closing the gap . The engine makes SLOSHING NOISES now . missing and backfiring .

He gooses the throttle but the engine only screeches and pounds erratically . The three barrels pass beyond the boat , negotiating a tight circle and plowing mercilessly toward the Orca . The tip of the fin aims for the stern . Quint is ready with his rifle . The shark breaks water and rises like a rocket , snout , jaw and pectoral fins shooting straight up . We see the smoke - white belly , the pelvic fin , as it clears the surface and falls sideways drenching Quint , who fires six times . The Orca shudders from side to side . From Hooper 's point of view we can just discern what is happening . The shark has the lower transom in its jaws and is shaking the boat with each jolt of its head . Quint shoots until spent . Brody seizes a gaff and drives it down at the conical nose again and again .When they next peer out , the dorsal fin can be seen gliding away , beginning a long circle around the Orca . Right about now the Orca 's engine breathes its final fumes and fails .

Utter dismay . Hooper turns the key , the motor wheezes . but the engine is dead .

His eyes flick from Hooper to the transom . It is cracked ! Then out at the barrels . they do n't seem to be moving .In rebuttal the barrels begin to move again , closer , in tighter concentric circles . CUT TO

slipping into his weight - belt , strapping on his compressed air tanks . Nobody wants to stop him this time . even Quint helps him on with things .Hooper walks over to the cage . Opens the steel doors and closes himself in .Quint nods grimly and Hooper brandishes the pole with affixed syringe . He give him a thumbs up and Hooper absently returns it . Quint circles the deck , eye on the barrels .

on opposite sides of the bars .He pops his mouthpiece between teeth and lowers the face mask . Unsure , Brody manages to undo the knot that starts the cage into the ocean . He and Hooper stare at one another as their faces pass , Hooper 's moving down , down into the slate - grey sea . Brody curls the rope around his forearm for a stronger hold .

HOOPER 'S POINT OF VIEW Submerging . The sky , horizon , water line , clean fresh sea air then . the magnificent innerspace , with bubbles sparkling in front of us .

as he floats to twenty feet Hooper never stops looking around 360 degrees . He removes the rubber guard from the needle and waits .

Their turning heads tell us that the barrels are still circling . Suddenly , both heads stop turning .

The barrels have come to a stop . Delicately , they change course and meander toward the lowered cage .

His back is to us . He is just now completing a visual sweep and turns , eyes front into closeup and : fixes wildly on something monstrous . and fascinating .

The water is clear and shafts of sunlight streak downward in the blue . From the deep gloom - diving slowly , smoothly - comes the shark . It move with no apparent effort , sinuous beyond comparison . As it nears the cage , it turns , and its ghastly length passes right in front of him : first the snout , then the jaw , slack and smiling , then the black eye . Hooper tentatively reaches out . It is too far for the strychnine pole . The vinyl flesh is pocked with bullet holes , iron scars , gaffing hooks and strange open wounds that tinge the passing currents with pink .

The trailing barrels GONG and SCRATCH the keel of the Orca above . Brody and Quint leap back .

The shark has vanished into a cloud of rising silt . Hooper , expecting the shark to attack out of that same general direction , braces himself , pole extended through the bars , breathing faster , straining his eyes into the gloom and . we see that the shark attacking from behind him . The cage is sent careening . Hooper grabs the bars for dear life . The shark has grabbed the steel struts in its brutal jaws , shaking the cage relentlessly from side to side , bending the bars like clothes hangers . Hooper ca n't turn the point - end of the pole around , his body jammed as far away from the non - rational attacker as possible . Hooper is trapped . The shark withdraws to get some running room then charges again . The bleeding snout thrust deeper into the yawing bars , the jaws snapping and twisting , two feet from Hooper 's torso , the tail thrusting it forward . Hooper drops the strychnine pole between the bars and it tumbles slowly toward rapture depth . All the shark needs is one more good thrust before separating Hooper at the waistline . Through frantic bubbles Hooper fumbles with the overhead hatch cover , kicking up and out of the cage . The shark backpedals with its tail , but the broad head wo n't shake loose . Hooper rushes downwards , after the strychnine pole .

As spirals of harmless bullets bead the water , the shark twists free of the cage and arrows downward after Hooper . Hooper nearly recovers the pole . Again it slips from his frightened grasp and this time disappears into a narrow abyss . Hooper turns and looks up . The Great White is lunging at him , twenty feet above .

One of the barrel ropes snakes around the cage rope and pulls taut .

Turning to meet the monster which - though held back for a moment by the snarled rope - now surges forward .

The Orca is listing dangerously aft , the ginpole bent almost to the breaking point . Brody is in a frenzy trying to haul up the cage . Quint attaches the end of Brody 's rope to a hand - winch . The GINPOLE IS SPLITTING !The pole gives way , the rope whipping down on the gunwale . the pulling of the tonnage below is tipping the Orca , dragging it , but Quint wo n't give up the winch . Brody hauls on the rope barehanded .

maneuvering downward , away from the jaws . Suddenly the crazed shark veers upward for the surface .

The winch is working faster now , Quint demonically winding it in . The crushed cage bangs against the hull then breaks water . Brody is horrified . THE CAGE IS EMPTY !

The shark breaks water right beside the Orca , rising with a great whooshing noise . It rises vertically , towering over - head , blocking out the sun . The pectoral fins seem to reach forward . The shark , in all of its monstrous glory , falls onto the stern of the boat with a shattering crash , narrowly missing Quint and Brody . It drives the stern underwater , the ocean pours in over the transom . The jaws snap from side to side . Brody flounders backwards away from it . Quint gropes for his rifle and fires . The shark heaves its terrible girth and Quint flies backwards onto his harpoon display .

Skewered by a Number Twelve iron , Quint gulps blood and pitches into the onrushing sea .

The Orca is tipping backwards , sinking stern first , tipping Brody toward the gaping thrusting jaws . Deck chairs , irons , spent cartridges , thermos , beer cans all pour into the vacuum of the open gagging jaws . It wants Brody now , its tail keeping him into position . Brody is sliding toward it with the rest of the debris as the bow raises thirty degrees . He intercepts one of Hooper 's compressed air tanks and just as he and everything else pours toward the whirlpool and into the jaws , Brody braces himself and shoves the tanks at the bottomless pit . They jam between the upper and lower jaws and stick fast . The shark twists backward in the water and turns away . Hooper , rising , is peering around for Brody and Quint . The shark is spinning in crazed circles , the head - thrusts indicating that it can neither dislodge nor swallow the silver tanks . It bites down at fifteen tons pressure per square inch . The TANKS EXPLODE !

A thirty - foot geyser of bright red water touches the black sky , spreading everywhere , missing nothing .

Clouds of blood - shark 's suspended carcass . Another cloud - Quint suspended .

The steel - grey body of the shark is falling away , an apparition evanescing into the darkness - sinking in a slow , graceful spiral , stopped by the bobbing barrels .

Brody is holding onto a cushion , barely afloat , in shock .Hooper crosses Brody 's chest with his left arm , keeping him up in the water .

The two tiny , miserable heroes , swimming from the debris . FADE OUT THE END

Charlie Kaufman Based on the novel by Iain Reid White Draft 2.20.19 Blue Rev. 2.25.19 Pink Rev. 3.8.19 Yellow Rev. 3.12.19 POV MONTAGE INT FARMHOUSE - KITCHEN - DAY - A young man's hand measures a spoonful of sugar into a cup of coffee, stirs. - As the coffee is sipped, a daytime TV talk show is watched.Applause EXT RURAL ROAD - JANITOR'S TRUCK - DAY - Pick-up truck: The man's hands are on the steering wheel as he drives along a rural road.EXT HIGH SCHOOL - PARKING LOT - DAY - The man trudges from the crowded parking lot toward a high school. INT HIGH SCHOOL - HALLWAY - DAY - He walks down an empty, silent school hall. A sudden loud burst of noise and activity as the bell rings and students spill from classrooms. SCENE OMITTED INT HIGH SCHOOL - HALLWAY - DAY - He mops a floor. INT HIGH SCHOOL - CLASSROOM - DAY - He empties trash cans. OMITTED OMITTED Night:

- He trudges from the school to the lone vehicle, his pick-up truck, in the parking lot.

- In the pick-up, his hands on the steering wheel, he drives along rural road.

Well, of course we don't really know the science at this point, but they appear to focus energy on the body through the Earth's magnetism.

The pyramid is, of course, in the shape of the carbon atom, the basis of all life --

- The man watches TV, sipping at glass of whiskey. On the screen: Creepy music as POV of someone walks toward a suburban house and peers through a window at a girl asleep in bed. She awakens sees him, screams.

- From his bed, The man stares at the ceiling of a darkened bedroom. - Black. Day:

Well, I was awake, but I couldn't move and then this -- I don't know what to call it -- tractor beam pulled me up into the ship and I found myself naked on some sort of examination table --

On TV: Scene from film in which people at a dinner party are laughing too long and hard.

That all life is interconnected, and people, with their massive egos, cannot see that --

On TV: A young man stands outside and apartment and calls up to window.Day:

What you don't know about this amazing woman before you is that she is not a waitress --

-- Well, she is a waitress, but only to put herself through school \* so she can be an animal welfare lawyer. Not a crumb of meat or dairy has passed her amazing, beautiful lips since she was five years old and she learned that a hamburger is a ground-up cow. She has spent all her life since, trying to make the world a safer, kinder place for animals. And I love her! I love her! I love her because she is the sweetest, most caring, funniest, smartest --

The angels are here. They are all around us. And they're here to help.

On TV: A young woman looks at her ringing cellphone. She seems terrified.

I confess, I haven't read a lot of poetry. I guess, I mostly don't understand it.

It was weird. This beautiful new swing set in front of an abandoned house.

Why would that be there? Clearly no one has lived in that house for years. Decades.

Do you think we should maybe turn back? I've got a fair amount -- a lot actually -- of work to do tomorrow. I need to be able to get home tonight, so I can get to it first thing.

Susceptibility to rabies infection in the sensory dorsal root ganglia neurons.

It's nowhere, actually. I really do have to get back tonight. Deal with it first thing.

I didn't realize you were a fan of musical theater. You're full of surprises.

Well, this girl seems healthy enough in her attitude. Good for her.

It's called Bonedog. As she recites, the camera studies her face, drifts several times from her to the passing bleak landscape and back, each time seeing her slightly differently: lipstick where there had been none, a slightly different hairstyle, glasses, no glasses, different glasses. \*\*YOUNG WOMAN APPEARANCE CHANGE \* x4\*\* \*

Coming home is terrible./ Whether the dogs lick your/face or not; whether you/have a wife or just a wife-/shaped loneliness waiting/for you, coming home/is terribly lonely so/that you will even think/of the oppressive barometric/pressure back/where you have just come/from with fondness/because everything is worse/once you're home./You will think of the/vermin clinging to the/grass stalks, long hours/on the road, roadside/assistance and ice creams/and the peculiar shapes/of certain clouds/and silences/with longing/because you did not want/to return;/coming home is just/awful, and the homestyle/silences and clouds/contribute to nothing/but the general/malaise. The clouds,/such as they are,/are in fact suspect/and made from a different/material than those/you left behind./You yourself are cut/from a different/cloudy cloth,/ returned, remaindered,/ill-met by moonlight,/unhappy to be back,/slack in all the wrong/spots, seamy suit/of clothes, dishrag- /ratty, worn.

You return home/moonlanded, foreign/the earth's gravitational/pull an effort now redoubled/dragging your shoelaces/loose and your shoulders,/etching deeper the/ stanza of worry/on your forehead,/ you return/home deepened,/a parched well,/linked to tomorrow/by a frail strand of/anyway:/you sigh/into the onslaught/of identical days, one/might as well/at a time.

Well, anyway,/you're back,/the sun/ goes up/and down like a/tired whore,/the weather immobile/as a broken limb/while you just keep/ getting older./Nothing moves/but the shifting tides/of salt in your body./Your vision blears./You carry your weather/with you, big/blue whale, a/skeletal darkness;/you've come back/with X-ray vision;/your eyes have become/a hunger./You come home/with your mutant gifts/to a house of bone.

"Wow" is pretty much an all-purpose exclamation, I just realized. It could mean you loved it or that there are no other words to describe how rubbish it is.

Well, thanks. I guess that's the thing one hopes for when writing a poem.

How it's in charge of us, like we're on a train and it takes us where it takes us. There's no veering off. No side trips. And like Mussolini's trains; it runs on time.

Huh. I guess that's not really where I was going with that analogy. Not really about Mussolini.

In movies, maybe. In real life you will likely die jumping from a moving train.

It's like the rabies virus attaching itself to our ganglia, then changing us into itself.

Everything wants to live, Jake. Viruses are just one more example of everything.

Even crappy, fake movie ideas want to live. They grow in your brain, replacing your real ideas. That's what makes them dangerous.

True. Well, they want their communities to live, which is sort of like themselves writ large.

And, also, we don't know if they really want anything. It's more likely just how they're programmed.

No! It just looks like no one is home. Are you sure we have the right --

I was going to say "night." Are you sure we have the right night? There are no lights on; there's no car.

Is that rude? I mean, she clearly know we're here. We were all waving at each other for quite a while.

Your parents knew we were coming, right? I mean, they invited us.

We didn't have one. Living in an apartment. But I've seen enough scary movies to get the idea.

Oh! I love dogs! I didn't know your parents have one. I can usually tell when there's a dog in someone's house. Toys lying around.

Yeah. Plein Air. Which is outdoor painting. I try to capture the feel of the light and atmosphere.

Inside my head. So a landscape would attempt to express how I'm feeling at the time: lonely, joyous, worried, sad.

It's an interesting problem. That's what I struggle with. I have some pictures of my work, if you'd like to see.

Maybe think of yourself as the person, looking out at the scene.

As if you're there. If you were there, you wouldn't see yourself, right?

Sure. But if you were just looking out at it, without looking down. You'd just see the scene and feel something. Anything an environment makes you feel is all about you and not the environment, right? None of the feeling is inherent to place.

It is, actually. But a little less so these days. Which is good, I think.

I guess there have been some. Pierre and Marie Curie shared a Nobel Prize in Physics.

Um, so, I went with a friend to a bar near campus. It turned out to be trivia night.

So Jake was with his trivia team and my friend and I found an empty table near them. I was watching him.

Ha. Yeah, I did. And very serious about the game, which I found -- I don't know -- charming. His team was called... what?

Right. Brehznev's Eyebrows. I asked him who Brehznev was. Basically because I wanted to say something to him. He told me Brehznev was a Soviet engineer, General...

Stagnation. Anyway, those kind of team names drive me nuts, usually. They all have them, those teams.

He is. So I was trying to get up the nerve to talk to him, because even though he had looked over at me more than once, it was clear he was not going to say anything.

Oh. Yes. That's true But then we didn't talk anymore after that, I guess, is what I meant.

So I said something stupid like, you guys seem to be doing well. I had to yell it, practically; it was so noisy. He held up his beer and said, We're helpfully fortified. And I laughed and the ice was broken. I think he was egged on by my laughing, so he told me he is a cruci...

I didn't know what it meant. But I didn't want to admit that, so I just said, cool. He was showing off again and poorly, but I guess I thought, ok, this guy is awkward. He doesn't have any game at all. There was something sort of appealing about that. But then it kept going. He said he had wanted the team name to be Ipseity.

No. I did. I just wanted that stuff to stop. So I said, I don't know that word and you know I don't know that word, so why don't you just cut the crap? He said something like, I'm an asshole. I'm not very good at talking to people, and ipseity is just another word for selfhood. Anyway, after that he just talked like a normal person and he was funny. And I could see he wanted to ask for my number but was shy. Then my friend wanted to go, and so I was getting up, and he just blurted out, could he have my number.

And I was very glad he did. The rest is history. That was like, what, six weeks ago? I don't know. Feels longer. Feels like forever, in a way. I can't really remember how long ago it is. Feels like forever.

They're very nice. Very nice parents. You chose well, my friend.

Yes! Of course! They love you a lot. That's totally clear. That's of prime importance in parents.

I've always been interested in problems associated with aging. I think our society has an almost repulsed relationship to the aged, which is eminently foolish, because it's a natural and inevitable part of the life cycle of all living things. Not to mention, it's terribly unkind.

Oh boy. It looks pretty bad. Jake, I think we should probably --

-- I'm impressed with your attentiveness to your mom. It's rare. We tend to warehouse our elderly. It's really special how devoted a son you are.

That's very kind. But I'm going to have to head home tonight. Soon.

Oh! Thank you. It was great to meet you. Thank you so much for your hospitality.

I'm not sure I agree. I've been watching it over and over for my essay due Wednesday.

Mabel Longhetti is bombed out because she has always wanted to please everyone, so she can be considered one more victim-heroine for "women's liberation" -- but only by women's liberationists who are willing to accept textbook spinoffs as art. The Junoesque Gena Rowlands (Mrs. Cassavetes) is a prodigious actress, and she never lets go of the character.

Now, at an indeterminate age when her beauty has deepened beyond ingénue roles, Rowlands can look old or young, and shades of expression transform Mabel Longhetti from a radiantly flirtatious beauty into a sad, sagging neighborhood drunk.

Rowlands externalizes schizophrenic dissolution. Mabel fragments before our eyes: a three-ring circus might be taking place in her face. Rowlands' performance is enough for half a dozen tours de force, a whole row of Oscars - it's exhausting. Conceivably, she's a great actress, but nothing she does is memorable, because she does so much.

Mabel tries to slash her wrist, and Nick puts a Band-Aid on the cut: the idiot symbolism may make you want to hoot, but this two-hour-and- thirty-five-minute film leaves you too groggy to do more than moan. Details that are meant to establish the pathological nature of the people around Mabel, and so show her isolation, become instead limp, false moments. We often can't tell whether the characters are meant to be unconscious of what they're doing or whether it's Cassavetes who's unconscious. Mabel's children keep murmuring that they love her, and there are no clues to how to decipher this refrain. Are the children coddling her-reversing roles and treating her like a child in need of reassurance? Or are they meant to be as unashamedly loving as she is? And what are we to make of Nick the pulper's constant assertations --

And what are we to make of Nick the pulper's assertations of love? The movie is entirely tendentious; it's all planned, yet it isn't thought out.

Didn't we have dessert at your mom's? I feel like there was some huge cake-thing she brought out and --

Then definitely. We need Jake awake for a bit. This is all so treacherous.

The land of Tulsey Town. Jesus. I never thought about that before. What is the land of Tulsey Town, do you suppose?

But it's misogynistic claptrap. Freudian bullshit. A person, an adult, has to, at some point, take responsibility for who they are, what they've become. Don't you think?

Mothers are just people with their own pain, their own histories of neglect and abuse.

Yet at one time or another in the 20th century every fucking childhood trait was blamed on them: schizophrenia, autism, narcissism, homosexuality.

Of course. And I didn't mean that. But when homosexuality was considered a pathology, in the DSM, before 1973, a coddling mother was often seen as the culprit.

I'll have a... medium Chocolate Chip Cookie Dough B-r-r-r and he'll have...

So..., um, sorry, we need to get back on the road, so can we get those --

Look it up? Now? Will you stop saying that? Anyway, the skinny one.

At least I can say I've been to a Tulsey Town in the middle of nowhere in the middle of the night in the middle of a snowstorm.

Have you ever read any Guy DeBord? The Society of the Spectacle?

DeBord says, "The society cannot be understood as a mere visual deception produced by mass-media technologies. It is a worldview that has actually been materialized."

Do you have a plastic bag I can put them in? Some napkins, maybe?

What? No. To the city. I'm worried about getting stuck out here. If we turn off the main road and get stuck, no one will find us.

I don't know. It seems so -- It doesn't seem like a road at all.

I do feel uneasy, Jake. I think we should turn back. It doesn't feel right.

I just don't really get this. This road makes no sense to me. How do school buses get down here?

Youth is admirable? How can you admire a person for their age? It'd be like admiring a specific point in a stream.

All of a sudden? All night I've been a broken record about getting home. I've given you, like, forty reasons I need to get home tonight.

Really? You're going to quote a rape song at me to convince me to --

She keeps saying she wants to leave. He keeps ignoring her. What would you call that?

Roofies or not, he's trying to break down her defenses with strong liquor. And, anyway, I'm sorry, but they had mickeys in the thirties. It's a song about coercion.

No! Not to the fucking farmhouse. To my house, Jake! To my house!

Y'know, he says, "What's the point of hurting my pride?" Like it's her job to make this guy feel sexually attractive.

Let's go. Maybe he was just looking out the window, wondering what our car was doing here in the middle of the night.

Oh. Hello. I'm sorry. My boyfriend... I think he came in here. I think he went to school here. A while back. So maybe you know him. I don't know if you were here when he was a student. How would I know? Anyway, I'm locked out of his car. So I came in looking for him -- I hope that's ok -- But I didn't see him. So I'm waiting here, but I can go if that's not all right. You haven't seen anyone in here, by any chance, have you? I'm a little worried. You haven't seen him, have you?

Um, It's so hard to describe people. Anyway, it's so long ago. I barely remember. We never even talked, is the truth. I'm not sure I even registered him. There were a lot of people. I was there with my girlfriend. She and I were celebrating our anniversary. Stopped in for a drink and this guy kept looking over at me. It's a nuisance. The occupational hazard of being female. You can't even go out for a drink. Always being looked at. A creeper, you know. I remember thinking, I wish my boyfriend were here, which is sort of sad, that if you're a woman, guys don't leave you alone unless you're with another guy, like you've been claimed, like you're property. Even then, not always. Anyway, I can't remember what he looked like. Why would I? Nothing happened. He was just one of thousands of such non-interactions in my life.

It's like asking me if I can describe the mosquito that bit me on a certain evening forty years ago.

This day/night sequence repeats again and again, with only slight variations (mostly in the janitorial tasks). The big change comes in the hands, which over time, get old: liver spotted, wrinkled, arthritic, the occasional Band Aid on one or another of the fingers. The image itself, through his POV, degrades, as well, becoming softer, dimmer, less vibrant. The sound becomes less distinct and by a constant whispery hum. (Note: Throughout the remainder of the film, there is a constant whisper under everything, sometimes the wind, sometimes a voice, sometimes both. On occasion, it will resolve into the Voice-Over of the Young Woman, then back to a vague, inarticulate whisper).

As the montage speeds up, the radio and TV snippets get shorter and closer together, until they seem to form one thought.

- Janitor watches TV, Montage snippets - Janitor stares at darkened ceiling \* - Black.

Everything is slower now. The Janitor's POV takes in the environment as it moves toward the table with a cup of coffee. The room is neat but old, slightly tattered, the drapes are heavy and oppressive. It feels airless, a place with endlessly wandering ghosts. The Janitor once again places the coffee on the dining room table, sits, scoops sugar from a bowl, dumps it in the coffee, stirs, turns on the small portable TV on the table. Snow on the screen. He switches the channel and a young couple appears, engaging, to a bouncy musical score, in a happy dating montage. The man sips at his coffee and watches for a long moment, checks his watch, stands, heads to the kitchen. The bouncy music continues but recedes as he walks away from the TV. The whispering builds.

The Janitor brings the cup and spoon to the sink and washes them. He glances out the window above the sink at the world outside. It is a gray, windy winter day. Old, crusty snow on the ground. A rusted swing set sits in the yard, the swings creaking in the wind. He dries the dishes, puts them away, scans the kitchen for anything out of place. He refolds a poorly folded dishrag, hangs it from its hook, spends a moment to even it out. He exits the kitchen. INT DINING ROOM - DAY The Janitor passes the still turned-on TV, glances at it. The couple are in a field, on their backs and under a blanket, looking up at the night sky.He laughs. They kiss. The Janitor has passed the TV and makes his way upstairs.

How did we ever find each other in all this vastness? Almost makes a scientist like me believe in destiny.

The Janitor brushes his teeth, never looking at his reflection in the mirror.

The Janitor exits the house, which is weathered. He carries a paper lunch bag and thermos. The wind whistles. He climbs into the pick-up truck, turns the ignition key.

The Janitor drives the quiet rural road. The radio is on.An old fashioned ah-ooga car horn sound effect.Ah-ooga!

I'd say we could use some global warming right about now. On the way here, I nearly froze off my Dick- taphone.

The Janitor, lunch bag and thermos in hand, crunches on the hard snow.

The Janitor makes his way through the empty hall. The bell sounds, sudden and loud, and the hall is filled with raucous students. The Janitor is invisible to them as they carelessly maneuver their way around him. He watches their faces, their interactions, their youth, their romances, their enthusiasm. He spots the outliers: the lonely, the ugly, the desperately sad.

The Janitor opens his locker, places his lunch and thermos on the shelf, and removes his shirt, revealing a sagging, old man's torso. He changes into a dark work shirt emblazoned with the school's name. He closes the locker, organizes the supplies on his cart, rolls it to the door, and waits until the voices of the students peter out. Then he opens the door, wheels the cart into the mostly empty hall.

There are only a few student stragglers. The Janitor pushes the cart, wheels it into the first classroom.

THE JANITOR EMPTIES THE ROOM'S TRASH CANS INTO THE LARGE ONE ON HIS CART. HE WIPES A DUST RAG ALONG THE TABLE TOPS AND THE WINDOW LEDGE. OUTSIDE SNOW HAS STARTED TO FALL. HE WATCHES THE SNOW, SEEMINGLY TRANSFIXED.

A Young Woman waits. She is dressed for the cold, her quirky, adorable outfit topped with a cheerily colorful wool beanie. She looks both ways down the street, waiting for someone. She notices the snowflakes, and playfully tries to catch a few on her tongue. Suddenly, she feels self-conscious, glances around to see if she is being watched, peering into dark apartment windows. She spots a young man driving toward her. This is Jake. A fleeting look of worry passes across her face, then she smiles, waves enthusiastically. He smiles back, waves, pulls to a stop in front of her. She opens the door.They laugh. She climbs into the car. They kiss.

Do you want to stop for a coffee or something? A snack? It's going to get pretty farmy pretty fast now.

I'm just saying that there might not be much of a spread. She might not be up to a lot of cooking.

I'm just saying, if you want to stop for a snack, it would probably be fine. In terms of appetite spoiling. In terms of the amount of food she might have prepared. It might even be advisable.

I don't want to give you the wrong impression. I've told them a lot about you.

True. Although one might take issue with her use of the word sissy as a pejorative.

I was just thinking about him, for some reason. He popped into my head. His poem Ode: Intimations of Immortality from Recollections of Early Childhood, to be specific.

There was a time when meadow, grove, and stream,/The earth, and every common sight,/To me did seem/Apparell'd in celestial light,/The glory and the freshness of a dream./It is not now as it hath been of yore;-/Turn wheresoe'er I may,/By night or

I guess, there's hope in it, too. But... I dunno, maybe they have to do that, give people something.

Incidentally, Wordsworth wrote a series of poems to a woman named Lucy.

Maybe someone is moving in and they brought the swing set first? That's all I can think of.

Like to have something to entertain the kids while the parents are getting the house ready?

Point for me. Interested in and knowledgeable about my girlfriend's work.

I'm not really. Into musicals, I mean. I may be full of surprises though. That's not for me to say. Anyway, I just know a few musicals. Oklahoma!, Phantom, Carousel, South Pacific, Guys and Dolls, Flower Drum Song, Wicked...

The Lion King, Grease, The King and I, The Sound of Music, Pal Joey, Charley's Aunt, On the Town...

My Fair Lady. But I know Oklahoma! best, I guess. They do it every few years. For obvious reasons.

Sometimes I see kids who were in past productions, y'know, at the supermarket, working at stores in town. Older now.

That's why I like road trips. It's always good to remind yourself that the world is larger than the inside of your own head. Y'know?

I like to hear them in your voice. You're so good at reciting them.

Yeah. A feeling of connection. It's like you wrote it about me. I don't know how you do it.

Think in words without setting those thoughts in stone. Use language not to corral the world, but to set it free.

I read that it's not really true about Mussolini and trains. The improvements in the railway system preceded him. He just took credit. And even so, they still didn't always run on time.

That's true, I suppose. I watch too many movies. That's very true.

I fill my brain with lies to pass the time. And it does pass -- in the blink of an eye. An eye blink in excruciatingly slow motion.

But did you know there are insects that blow themselves up? So there's that. Not everything wants to live.

So I'm not ready to go in. I need to stretch my legs. Long legs. Long drive.

Nah. They know I like to stretch my legs. C'mon, I'll show you around.

I used to love to be outside here \* when I was a kid. The stars are amazing here when it's not cloudy. I would lie on my back and look at them for hours. I don't know when I stopped doing that. It's weird, there was a last time I did that and I didn't know at the time that it would be. Isn't that interesting? The last time you do something is often a secret from you at the time.

Maybe we'll come back in the spring and we can lie out here and look up at the universe. Then whenever that was won't have been my last time. My last time will be with you.

The sheep are in here. I'd say we could feed them, but Dad probably gave them some grain --

I don't know what you're asking. They're already dead. What else can happen to them?

Probably be burned come spring. But they're frozen solid for now. So.. They're fine. No worries. C'mon, I'll show you the old pen where they used to keep the pigs. They don't keep pigs anymore.

Rotten situation. The pigs. Life isn't always pretty on a farm. Something you should know. \*

Ok. Well, my father hadn't been in to check on the pigs for a few days. My parents were busy. He'd just toss their food into the pen. But after a few days, he noticed they were just lying in the same corner all the time. So he went inside to check on them. They didn't look well. He decided he'd better try to move them. And they're heavy -- I mean, they're pigs, right? -- but he finally moved one and discovered that its entire underside was filled with maggots. Both pigs were being eaten alive. Life on a farm can be \* brutal. Should we go in? It's cold. \*

What kind of gentleman would that make me? My slippers are your slippers.

So the bedrooms are upstairs. Not much else. My mom's sewing room. A bathroom. Linen closet. I can show you after we eat, if you like. It's not fancy, as you can see. An old place. Not much up there.

Invitation sounds a little too formal for my family, but, yeah, of course. We communicated.

Anyway, the basement is unfinished. A hole in the ground, really.

Well... unfinished. Just the water heater. Washer and dryer. Stuff \* like that. We don't use it really for anything else. Never did.

So many questions! Jimmy. He's a mutt. Probably outside. He always loved the snow.

Why not just take a photograph, Dad, if you like photographs? It's much quicker. And photographs look exactly like photographs.

I didn't. I was disappointed. I wanted the "Acumen" pin. "Diligence" is an also ran. "You there, you work very hard. You're not that bright, but we're impressed that you try anyway."

I'm sure he's around. Maybe he went back out into the snow. He loved the snow.

Thanks. I'm glad to hear you say that. It makes me feel a bit better. Sometimes it feels like no one sees the good things you do. Like you're just alone.

I don't know, Dad. I can't tell exactly. It's not exactly clear.

She's a waitress. We met when she was serving me. It's a sweet story. I asked her what she thought of the Santa Fe burger --

Let's just get you to the bathroom. We don't want another accident. Remember last night?

You don't have to do laundry for my mother! You're a guest! We'll get you a clean nightgown for tonight.

They can be a little pushy. But they're basically decent people.

Well, not to you. That would have made you uncomfortable. When I was helping her with the dishes.

You had a lot of wine. He was thrilled to have someone who knew --

You did. I don't think you noticed, because Dad kept topping you off.

I think a person needs to keep that in mind before making decisions under its influence.

I mean, I felt a kinship with Mabel, I guess. She's such a powerful and horribly wronged character.

I agree. I thought she was great in the role. It seemed to me she encompassed this character as a kind of spectrum of --

I do see what you're saying. And you're certainly the expert on things cinematic.

I guess I was just taken in by the sympathy Cassavetes showed for her. I feel like maybe our society lacks a certain kindness, a willingness to take in the vulnerabilities and struggles of others... struggling with issues caused by...

Everything? It's like, feeling old, like, your body is going, your hearing, your sight. You can't see and you're invisible, and you made so many wrong turns. The lie of it all.

I don't know. That things are going to get better. That it's never too late. That good things come to those who wait. That God has a plan for you. That age is just a number. That it's always darkest before the dawn. That every cloud has a silver lining.

True. I guess I'm a sugar junkie. I don't know. It might help me stay awake.

Based on the clown, it's a circus town. Maybe like that place where the sideshow folks go during the off-season.

A benevolent and tolerant ice cream clown queen made entirely of lactose.

Yeah. I don't subscribe to that "the mother is cause of all psychological problems" crap.

All of it. I don't know. Why you feel a certain way, why you are a certain way.

Saying that a mother is "to blame" for her child's homosexuality is to imply that homosexuality is somehow negative.

Right. It's despicable how we label people, categorize them, dismiss them. I look at the kids I see at school every day. I see the ones who are ostracized. They're different, out of step. I see the lives they'll have because of it. Sometimes I see them years later, in town or at the supermarket. I can tell they still carry that stuff around with them. Like a black aura. A mill stone. An oozing wound.

Brutal place, the land of Tulsey Town. Climate change here, too. You ever read the novel Ice?

Some of them. I stop sometimes after visiting my parents. I don't like some of the girls who work here so I want to make sure...

So Ice takes place during an environmental cataclysm that's caused the world to become a frozen wasteland and --

I always forget how sweet these are. A little goes a long way. I don't think I can eat any more of mine.

And we're in a snowstorm. Whose idea was it to go to Tulsey Town in the middle of this, anyway?

I'm your favorite clown/from Tulsey Town/where ice cream grows on trees/So have no fear/come and join me here/and eat as much as you please/I will turn your frown/fully upside down/when you take your very first bite/of vanilla, chocolate, or strawberry/We're open day and night!

We should find a place to dump these. They're going to melt and get the cup holders all sticky.

He's got an essay in it about television. "One of the things that makes the people on TV fit to stand the mega-gaze is that they are, by human standards, really pretty. I suspect that this, like most television conventions, is set up with motive no more sinister than to appeal to the largest possible Audience. Pretty people tend to be more pleasing to look at then non- pretty people. But when we're talking about television, the combination of sheer Audience size and quiet psychic intercourse between images and oglers starts a cycle that both enhances pretty images' appeal and erodes us viewers' own security in the face of gazes. Because of the way humans relate to narrative, we tend to identify with those characters we find appealing. We try to see ourselves in them. The same I.D.- relation, however, also means that we try to see them in ourselves. When everybody we seek to identify with for six hours a day is pretty, it naturally becomes more important for us to be pretty, to be viewed as pretty."

Everybody knows it. Even people who know nothing else about David Foster Wallace, have never read a word of his writing. Suicide becomes the story. The mythology. The cautionary tale. It's obnoxious. Other people's suffering turned into stories. They made a movie about him. Based on a bestselling book, published two years after he killed himself.

Our society. Our culture. People. Whatever all this is. Any of us.

Exactly. We watch the world through this glass, pre-interpreted for us. It infects our brains. We become it.

Listen, these melting things are driving me crazy. It's going to get everything all sticky.

There's a small road up ahead I know of. There'll be a garbage can.

I'm just not going to feel right if I don't get rid of these. It'll prey on my mind. Shit. I should've brought napkins. And a plastic bag. Like you said. That was really stupid. A plastic bag would've solved everything.

Yes. My high school. Where I went every tortured day for so long. So goddamn long.

Anyway, I can't turn around. The road's too narrow. I'll just get to the school, dump the cups, and we'll leave.

It's fine. It'll be fine. Everything is tinged. That's the thing you have to realize.

Colored. By mood. By emotion. By past experience. There is no objective reality. You know there is no color in the universe, right? Only in our brains. Just electromagnetic frequencies. The brain tinges them.

Seems. That's the operative word. Time, another thing that exists only in the brain.

Older and older. Or so it seems. Sometimes I feel I am much younger than I actually am. Like still a kid inside. Until I pass a mirror.

Almost all ground-breaking work in science, in the arts, is done by young people. Old people are the ash heap of youth.

130 classroom, a gymnasium, 2 locker rooms -- boys, girls -- auditorium, 10 bathrooms, 6 administrative offices, teacher lounge, counseling center, nurse's office. It's regional, so 11 towns feed into it.

Sorry. Sorry. That bin was filled with road salt. For the ice. I remembered there was a dumpster on the other side, near the loading dock. So... mission accomplished.

I just thought, you know, since it's peaceful and quiet here and, Baby, it's cold outside --

I'm going to give him a piece of my mind is what it means. That is not acceptable.

They drive through a university town; it is oddly underpopulated. She looks out the window. Although her outfit is the same, the colors seem more subdued now. Jake watches the road. She glances over at him, takes in his face in profile. Feeling her eyes on him, he glances over. She smiles. He smiles self-consciously, looks back at the road. She flips down her sun visor, opens the mirror, the mirror is \* missing, she flips the visor back up. Her mood has turned \* somber. The whispering sound increases in volume.Silence.Silence.Silence.Silence. She looks out the window.Jake glances over again. She doesn't make eye contact. He looks back to road.Silence. She studies his hands on the steering wheel. He self- consciously takes the one closest to her from the wheel, and slips it into his jacket pocket.Silence.She looks out the window.Silence.Silence. She silently counts syllables.As Jake recites, the young woman watches the passing bleak farmland.She smiles at him. Silence. A phone rings, loud, surprising. Urgently, the Young Woman fishes in the bag by her feet, finds the phone, pulls it out, checks the caller: Lucy. \*\*YOUNG WOMAN APPEARANCE CHANGE\*\* \*She drops the phone back in her bag.She looks out the window at depressed and abandoned farms. She sees a collapsed farm house with a brand new swing set in the front yard. It's jarring.She reacts to the "my girlfriend."She smiles over at Jake. He smiles back, seemingly relieved.He has white crust in the corner of his mouth. She fixates on it.He wipes away the crust, as if he knows she's seeing it.Jake switches on the radio, dials through the static.He finds a station playing Many a New Day from the musical Oklahoma! The reception is iffy, giving the music an almost underwater burble and, in addition, it sounds amateurish, performed by high school students.INT HIGH SCHOOL AUDITORIUM - AFTERNOON The Janitor sweeps between the seats, while on stage a rehearsal for Oklahoma! is in progress. High school girls dance around the girl playing Laurey, as she sings along with an inept orchestra. A high school-quality farm house set squats on the stage behind them. A teenage girl, dressed as an old lady, sits on a rocker on the porch.

What's the point of carrying on like this? I know what it is, where it's going. Jake is a nice guy, but... It's not going anywhere. I've known this for a while now. Maybe it's human nature to keep going even in the face of this knowledge. The alternative requires too much energy, decisiveness. People stay in unhealthy relationships because it's easier. It's basic physics. An object in motion tends to stay in motion; people tend to stay in relationships past their expiration date. Newton's first law of emotion.

Maybe it's unfair of me to be going on this trip with Jake. When I'm so uncertain about our future. Our lack of it. After all, going to meet your boyfriend's parents is the proverbial next step, isn't it? The truth is, I haven't even told my parents I'm dating Jake. I've never mentioned him. And I don't think I ever will. I guess that says a lot about my intentions.

I guess it's curiosity. Jake is certainly hard to figure. Maybe it's like a window into his origins. The child being father of the man, and all.

I do like Jake. And he's educated. Our fields are different, but he's curious and keeps up. That's a good thing. That's in the pro column.

And he's cute. In his awkward way. We are interesting together, as well. People look at us when we're together. Who's that couple? I don't get looked at alone. Not much. And Jake doesn't either, he tells me. Maybe that's the way it is in general for guys. No one looks at them. But Jake has told me he feels it, feels invisible.

Many a new face will please my eye/ Many a new love will find me/Never have I once looked back to sigh/ Over the romance behind me/Many a new day will dawn/Before I do

Many a light lad may kiss and fly/ A kiss gone by is bygone/Never have I asked an August sky/Where has last July gone?/Never have I wandered through the rye/Wondering where has some guy gone/Many a new day will dawn/Before I do

What was the last road trip I took? I should remember, but I don't. Nothing is coming to mind.

I'm thinking of ending things. Jake is really great. He's sensitive. He listens to me. He's smart. There's just something... ineffable? Profoundly, unutterably, unfixably wrong here. I almost wish he were horrible, some monster, that he beat me, that he was a drunk, that he ignored me. Then my decision would be clear.

But he's just not right. And no amount of more time will fix that.

I do like that Jake once had this side to him. A child filled with wonder. He's so burdened now, which makes me sad, and is made all the more heartbreaking knowing that there is still an innocent child buried under all that.

There's something dreary and sad in here. And it smells. I wonder what it must be like to be a sheep, to spend one's entire life in this miserable, smelly place, doing nothing. Eating. Shitting. Sleeping. Over and over.

One likes to think there is always hope. It is a uniquely human fantasy that things will get better, born, perhaps, of the uniquely human understanding that things will not. There's no way to know for certain, but I suspect humans are the only animals that know the inevitability of their own death. Other animals live in the present. Humans cannot. So they invented hope. \*

I'm certain that was a photograph of me as a kid a moment ago. How could that possibly be in Jake's --

I should end this. Just end it. I Just make a clean break. No lingering. No waiting for things to get better. You can only wait so long.

I don't know who I am in this whole thing anymore, where I stop and Jake starts. I'm a pinball. My emotional state is bouncing all over the place. Jake sees me ... needs to see me as someone who sees him. He needs to be seen and he needs to be seen with approval. Like that's my purpose in all this, in life. To approve of Jake. To keep him going. And he needs to see me as someone whose approval of him is validated because I'm approved of by others. Look at my girlfriend. Look at what I won. She's smart. She's talented. She's \* sensitive. She can do this. She knows about that. She made this. She cares about that.

I don't remember Jake helping his mother with the dishes. I feel uncertain about a lot of what happened tonight. It seems as if everything was slightly --

People think of themselves as points moving through time, but I think it's probably the opposite, we're stationary and time passes through us, blowing like cold wind, stealing our heat, leaving us chapped and frozen and -- I don't know -- dead. I feel like I was that wind tonight, blowing through Jake's parents, seeing them as they were, seeing them as they will be. Seeing them after they're gone, when only I'm left. Only the wind.

I know this girl. I've seen her somewhere. I've seen her before. Her face. Her rash. I know her. It's on the tip of my tongue. The tip of my brain, as Jake says. She's someone. She's from somewhere. I'm certain of it.

What an odd thing to say. Of course she's not a psychiatrist. She can't be more than fifteen.

How odd. This is probably the last time I'll ever be in a car with Jake. Soon this will all be a distant memory. We'll both be in different places, remembering this moment, this shared laugh. And maybe there'll be regret. Maybe time will soften the harder edges and we'll both think, that was sort of nice. Why did it have to end? And there's no way back at that point. There's never a way back. Maybe it doesn't need to end. Why am I putting so much pressure on this to be some bullshit out of a movie? Maybe I will eventually fall in love with Jake. Maybe it will get better. Relationships take effort. Anyone in a successful relationship will always tell you --

But if you can't even tell the other person what you're thinking, that doesn't bode well.

Ames? Is that short for Amy? That doesn't sound right. That doesn't seem like my name. Or my nickname.

This was a mistake. I shouldn't have come. I knew things between Jake and me were not going to work out. I think, if I'm honest, I knew from our very first conversation. There was something. Something needling. In the back of my brain. Some little voice whispering, this isn't right. This isn't for you. Turn back. But it's hard to say no. I was never taught that. It's easier to say ok. It's smoother. Feathers don't get ruffled. People don't get hurt. And, anyway, sometimes you're caught off-guard. The request comes, can I have your number. And the easiest way out is to say yes. And that yes leads to the next yes and then more yes, yes, yes, yes, yes and then you find yourself in a relationship. And it's too late to say no, or at least it has become much harder. Because you don't have a good reason. He's not a monster. He doesn't beat you.

He's a nice guy and now you need a reason. But you fantasize about being rid of it, the whole thing. And none of it is fair to him, this constant unspoken pulling away. And you should've just said no thank you in the first place. But he's a nice guy and I imagine we've had some fun. I'm sure we have. I'm certain we've laughed. I'm certain the sex has been good, at least some of the time. It has to have been, although right now I have very little actual memory of it. Right now the whole thing seems vague. All this time together and I can't feel it. Where did it go?

I'm so cold. Where is he? And how long does it take to get hypothermia? Maybe it's not a bad way to go, if you have to go. Numbness has its advantages. Sometimes it's the only way to get through. Just turn it all off, all the damn signals to the brain, all the noise, all the time.

What am I doing here? This entire night makes no sense. I've lost myself in all of this, in this relationship, in this world of Jake. How is it one always finds oneself in a foreign country in relationships. In the land of Jake. We treat you right.

Maybe he's back out in the car? Can he have passed without me seeing him? I don't think so. He has to be in here somewhere. And even if he is out there, he wouldn't leave without me. He'd come looking for me. I'll wait, in the warmth, out of sight. Watching. For Jake. Is it possible that the janitor guy has done something to him? Hurt him somehow? If he's hurt Jake -- killed him, even -- what chance is there for me? I'll just wait. Till morning, if I have to. Till the school opens.

Unless it's a snow day. It's going to be a snow day tomorrow, isn't it? Of course it is. It's going to be a snow day tomorrow and nobody is coming. Shit. Jake. Ok. Still. In daylight I can walk to the road. There'll be somebody. A snowplow. A cop. I'll just sit tight. Unseen.

Never have I chased the honeybee/ Who carelessly cajoled me/Somebody else just as sweet as he/Cheered and then consoled me

Jake and the Young Woman listen to the song.Jake watches the road in silence. Then:The song continues. The young woman stares out the window. \*\* \* YOUNG WOMAN APPEARANCE CHANGE \*Silence. \*\*YOUNG WOMAN APPEARANCE CHANGE\*\* \*They both laugh at her use of the word "wow."The Young Woman looks out the window.She looks over at Jake. He glances back, fearful.He looks at her for some kind of confirmation. The Young Woman glances over at him and makes a gesture and noise as if she's exploding. They laugh.Silence.

Janitor cleans the bathroom sinks. There is a stage make-up book open to OLD AGE make-up techniques, some open make-up containers, and a white old lady wig. OMITTED OMITTED 45pt1,2 INT. JAKE'S CAR - EVENING 45pt1,2 Jake and the Young Woman pull off the road onto a dark, dirt driveway. \*\*YOUNG WOMAN APPEARANCE CHANGE\*\* \*The driveway is long and bumpy with potholes. They make their way to the house in silence, park. It is the farmhouse the Janitor lives in. She studies the house, illuminated by the headlights. Jake looks over at her, trying to gauge her reaction. The house is completely dark. There are no other cars in the driveway.45pt3 EXT. FARM HOUSE - NIGHT 45pt3 \* A few lights turn on inside, one illuminating an older American sedan that had been hidden in the shadows.They open the car door and exit. \* \*:

The snow falls hard. Jake looks at the house. A silhouetted woman watches them from an upstairs window. Jake waves. She waves back. The Young Woman waves shyly. The woman waves back. Jake waves again. The silhouetted woman waves again.\*:

Jake and Young Woman walk towards barn.They park and walk towards the barn.They arrive at an old barn.Jake enters the barn. The Young Woman follows.

It's darker in here, but the sheep are visible in silhouette. There is the sound of rustling and breathing and chewing.Jake leads the way out.

They pass three stacked dead lambs. Jake walks right past, without acknowledging them. The Young Woman stops to look. She hurries to catch up.Jake keeps walking, says nothing. She follows. \*They arrive at the empty pig pen. The young woman looks toward the house in the distance.Jake just waits.Jake walks; the Young Woman follows. \*Jake leads the way. \* 49 OMITTED 49 \* \*:

Jake and the Young Woman stand in the entrance in their stocking feet. The room is neat, homey. No one is around.No answer.No answer.Silence.Jake sifts through a wooden trunk of hats, scarves, gloves.Jake pulls out the same blue slippers the Janitor had been wearing.She puts them on. Jake closes the trunk.Jake gestures toward the couch.She slides in the too-large slippers toward the couch, sits. Jake remains standing, looking anxiously up the stairs.Jake walks over to the phonograph, puts something on, and music starts up, too quickly, slightly off. The music is some sort of musical number on a scratchy album. It's hard to tell what it is; it's far away and vague, more like a song remembered than heard. Cut to

- Same music plays but more clearly, as Male & Female H.S. Student practice the dream ballet from Oklahoma. The Janitor \* wheels a trash can past them down the hall. 52pt. 1 INT. FARM HOUSE - SITTING ROOM - EVENING 52pt. 1 He looks up the stairs again. Then:Jake nods.Silence. Jake looks toward the stairs.They don't.Jake fiddles with the fire place for a moment and there is a roaring fire, a little too quickly.Jake sits, but rigidly, as if ready to spring into action. The young woman spots a scratched up, ragged, closed door.Jimmy, covered in snow, galumphs in, pushing with his nose through the swinging kitchen door. He runs up to and jumps onto Jake, licks his face, then onto the young woman.Jimmy shakes himself off, spraying Jake and the Young Woman. She laughs. His shaking goes on for an oddly long time. She stops laughing, watches puzzled.52pt. 2 INT. FARM HOUSE - FOYER/SITTING ROOM - EVENING 52pt. 2 \* The parents are coming down the stairs. The Father is tall and rangy; he has a Band Aid on his forehead. The Mother small and birdlike.They pass the table, which is now laden with an extravagant meal of ham, potatoes, corn, salad, and various Jello mold concoctions. The Mother hugs the Young Woman.The Mother appears to have a permanent smile on her face.The Mother laughs at her joke, and everyone else with the exception of Jake joins in. Jake seems tense.52pt. 3 INT. FARM HOUSE DINING ROOM - EVENING 52pt. 3 \* The parents and Jake are somehow almost immediately seated. It takes the Young Woman a moment longer to arrive at her place -- sliding in her too-big slippers -- and sit, and even though the parents are still smiling, there is a strain of impatience on their faces. Jake looks down at his plate.The Young Woman glances at the ham, then Jake. He is looking down, shaking his head.Food is passed around and shoveled on plates. The Young Woman notices that the mother's big toe has no nail.Jake doesn't look up.The Young Woman pulls out her phone, sees that there have been several calls from Louisa. She ignores them, opens up her portfolio, crosses the table, places herself between the Mother and Father, and shows them her work. The painting are beautiful: expressionistic, vast, lonely wintry landscapes.The Father and the Mother laugh.The Young Woman looks over at Jake. He stares down at his plate. She looks at the Mother, who waits, expectantly.She laughs. The Father laughs.The Young Woman looks at him, frightened by his anger.Silence. Everyone eats. The Young Woman tries to lighten the mood. \*\*YOUNG WOMAN APPEARANCE CHANGES\*\* \*Jake looks over at the Young Woman.A53,B53,OMITTED A53,B53, C53 OMITTED C53

So glad to meet you, Louisa! Jake has told us so much about you.

Let's eat already! Or the food will get as cold as a witch's tit in a brass brassiere!

I hope you're hungry. All homemade. Everything you see on the table is from the farm.

I don't really know much about art, but I like pictures where you know what you're looking at.

What do you call it -- abstract? -- I don't get that. I mean, I could do abstract, smear paint on a, what is it called -- a canvas? -- I think it's a con job, if you ask me. I like paintings that look like a photograph. I couldn't do one of those in a million years. That's talent.

That sounds very interesting. Like that painting of that girl sitting in a field looking at a house?

How can a picture of a field be sad without a sad person looking sad in the field?

I mean, they're pretty, but I don't see how they're supposed to make me feel something if there's not a person in them feeling sad or joyous or whatever other emotion you said.

They are pretty though. You're very talented. I like the colors.

Well, after seventh grade, I could never understand what Jake was saying! So it's wonderful he has someone he can talk to about all his ideas!

Jake tells us there have been a lot of famous husband and wife physicists.

It's all so exciting. And I'm so glad Jake has found someone. Won't you please tell us the story of how you met? Jake has refused.

I love romantic meeting stories. Like in Forget Paris? Billy Crystal?

I love this so far. Jake is crazy about trivia. We used to play the genius edition of Trivial Pursuit and --

Really? I've always thought the word was genius. I've been saying it wrong all these years! It goes to show...

Oh. I always thought it was the genius edition. I told everybody you knew every answer in the genius edition. I was very proud of that.

Jake was always a good boy. He was even awarded a diligence pin at school.

Diligence. At eight. Can you believe that? It was quite a thing. His father and I never got awarded any such pin at eight.

I've been having problems with my ears. Just in case anyone was wondering why I keep rubbing at my ears all night long.

Not very much fun. But shit happens, as they say. I hear a buzzing in my ears, is what. Well, not a buzzing. More of a hiss. Well, more of a whisper.

Yes. As if I'm constantly being whispered to. Psss psss psss psss.

I wish I could tell what it's saying! Maybe it's sharing the secrets of the Universe with me!

Well, that's nice. Friends are important. Jake never really had a lot of them growing up. Or even after. Remember your fiftieth birthday --

Oh goodness. Where is my brain? Anyway. Friends are helpful, I've always found. Life can be difficult. On a farm.

That's true. You get worn down, I guess. It's not so funny anymore.

Well, how interesting. And compassionate! You've got a keeper here, Jake. How kind she is.

Diligent. He won a pin. Maybe not as naturally talented as some of the other students. But he worked so hard. And that's even more impressive. Being a genus is like being beautiful.

Genius. The luck of the draw, really, the genetic lottery, as they say. But to do as well as Jake did with no special talent or abilities, that's much more impressive.

Oh my goodness. It's filthy! It's got Jake's baby food on it! What's it doing here? I tell you, I would misplace my own head if it wasn't screwed onto my shoulders.

Would you be a sweetheart and toss this in the washer. I just started a load. My hands are full picking up all these darn toys.

Jake would leave his head on the floor if it wasn't screwed onto his shoulders.

Jake Jake Jake. Jake can be controlling. You can't allow him to control you. I think that's the other side of his type of personality, of this diligence thing. He needs to control everything. There are so many, many things that make him nervous that he just keeps closing more and more of the world off.

And the few people left in his life have to follow all sorts of rules. It's a problem.

I'm sure I'm to blame, but then all that guilt just causes me to feel obligated to bend over backwards to accommodate his every little whim. It's a vicious cycle.

I'm saying, take the damn nightgown to the basement. Live dangerously.

I did have a bunch of sports trophies, but no diligence trophy. I don't imagine I even knew the word "diligence" at eight.

Well, you don't know. It might be. It's a blizzard out there. Maybe she's stranded.

Your mom was always funny. That's what I loved about her. I think it's what I first fell in love with. It kind of faded a bit as she got older.

I think that's it. So we have taken to labeling things around the home. You'll see labels all over the house.

It's ok. The truth is I'm looking forward to when it gets very bad so I don't have to remember that I can't remember.

Silver. Exactly. That's what they say. Every cloud has a silver. I believe it to be true.

This was Jake's room. You two can stay in here tonight. His mother and I aren't old fashioned about those things. Fucking and what not.

I mean you won't be doing any fucking on this bed, I imagine. It's not made for fucking. It's a child's bed. And just for one child. Not two.

I think I can find one of my wife's old... things for you to wear for tonight. I have to dig through some trunks, but I'm pretty sure I can find one of my wife's old things for you to wear for tonight.

The Janitor watches a DVD on the TV in the classroom as he scrubs solvent onto paint stains on the art table. On the TV, a young waitress is finishing up at a booth. The scene is punctuated by a cute score.She makes her way to the kitchen window. A young man on a mission enters the restaurant, spots her and hurries over.She walks off; he follows. She enters kitchen & exits. \*Yvonne turns to look.Yvonne pushes him to the door, but he keeps addressing the customer, raising his volume as the distance between them increases.He is pushed out the door. Yvonne closes it behind him. He just stands there, watching her through the glass. She turns away from him to see that everyone in the restaurant is watching, as well. The customers applaud. Her boss approaches.

Hello! Welcome to Harris Grill. I'm Yvonne, I'll be taking care of you today.

So are you folks ready to order? Or can I answer any questions about the menu?

Ok, so which do you prefer, the Santa Fe burger or the Natchez burger.

On the street. Yvonne and the young man sit on the curb, both staring straight ahead. She's in street clothes now and holding her bag in her lap.Silence. Still staring forward, she slugs him on the arm. Silence.Both still staring ahead, Yvonne reaches for his hand and takes it.

They're all still at the dinner table. The Mother wears a slightly different dress now. She seems a bit older. Her nailless toe is now wrapped in a bandage. The Father's Band Aid is on the other side of his forehead. The Young Woman is in an outfit slightly different than earlier, slightly reminiscent of Yvonne's STREET CLOTHES \*\*YOUNG WOMAN \* APPEARANCE CHANGE\*\* She seems somewhat aware of the changes, \* but uncertain.The Mother shoots the father a look, gets up and makes her way to the kitchen, touching his shoulder on the way.There's something in the way she says "help me" that isn't a casual plea for kitchen help. He nods, gets up and follows her out of the room. The parents voices are raised in the other room, some sort of argument, interspersed with the father singing bits of "Wouldn't it be Loverly." Jake and the Young Woman sit in silence, Jake still looking down at his food.

She looks around, under the table.The Young Woman spots Jimmy; he's in the corner, still shaking himself off.She crosses to him, kneels down and pets him.He wags his tail.She notices some photos on the wall and crosses to them. Jake is anxious. The photos are of the family: Jake as a teen, his parents. There are a couple of photos of his parents older than they are now, one in which they look elderly and feeble.She looks over at him and nods. When she looks back, those photos of his parents older are gone. She searches for them. Her eyes come to rest on a photo of a young girl. The Young Woman is startled.And it is. It's Jake now in the same jeans and t-shirt the girl was wearing in the photo.The parents enter with dessert.The Mother carries some sort of large, rolled chocolate log cake. There is a garishness to it.The Mother places the cake on the table, sits. The Father sits. The Young Woman sits back down.The Mother cuts a too-thick slice, plates it, and hands it to the young woman.She continues to slice the cake and pass it out.She has not been, but she is now.The Young Woman's phone rings. It's loud and startles her. She grabs for it reflexively, looks at the screen. "Yvonne" is calling.She points to her ear.The Young Woman and Jake stare at each other for a long moment.She puts the phone to her ear. Jake watches her closely.The message is over. She puts the phone back in her purse.The Father laughs.The Young Woman is looking out the window now. The snow is coming down hard and the wind is fierce.

There's only one question to resolve. I'm scared. I feel a little crazy. I'm not lucid. The assumptions are right. I can feel my fear growing. Now is the time for the answer. Just one question. One question to answer.

There's only one question to resolve. I'm scared. I feel a little crazy. I'm not lucid. The assumptions are right. I can feel my fear growing. Now is the time for the answer. Just one question. One question to answer

The room is empty. The table has been cleared and is set with a vase overflowing with lush tropical flowers. \*\*YOUNG WOMAN \* APPEARANCE CHANGE\*\* \*No answer.No answer.Jimmy is in the corner shaking snow off himself.She starts up the stairs, which are steep and narrow. She looks anxiously around as she climbs, feeling as if she is being watched.No response.

At the top of the stairs she finds that the hallway, going off at an odd angle, is much longer than one would expect. Many doorways.There is no response. She steps into the hall. The first room on the left features a sign that reads "Jake's Childhood Bedroom." She peeks inside. It's a young boy's room, empty, but the lights are on. She looks back down the hall.No response. She enters the bedroom.

It is crammed with stuff: piles and piles of DVDs and VHS tapes of movies, but also tapes labeled things like "Humiliations," and "The Ways People Have Looked at Me," and "Recurring Dreams of Failure." There are childhood games, used bandages, porn magazines, a cremation urn labeled "Jimmy." There are books on the shelves: Wordsworth, Anna Karenina, Virology, a collection of Pauline Kael film reviews, A Supposedly Fun Thing I'll Never Do Again by David Foster Wallace, Theory of Colors by Goethe. There's a collection of poems by Eva H.D. open on the night table. She picks it up and sees the it is open to the poem Bonedog. A \* hand touches her shoulder, she turns with a start. The Father is behind her. He is conspicuously older now, feeble.He struggles for the word.He laughs and the Mother (O.S.) laughs somewhere far away.The word is jarring coming from this man's mouth.(searches for word) \* ... grown-ups. It's a child's bed, after all. And not even for twin children, just for one child. But I think for a single night you could make do.The Father nods, turns, and limps from the room.He is gone. The Young Woman, shaking, waits for several beats.

The Young Woman makes her way quietly down the hall.She sees a room marked "Mom's Room (After Dad Died)." She peeks in. Jake is feeding his mother, ancient and frail, now in a nightgown and wheelchair bound.Jake turns.The Young Woman enters, startled by the age of the mother.The Mother turns her head away as Jake is about to stick the spoon in her mouth. The baby food, smears her cheek, spills on her nightgown. Jake is annoyed.The Young Woman reacts to Jake's tone, backing away slightly.

The storm is brutal. The Janitor, mumbling, empties trash into a dumpster. He turns and watches the storm.

The Young Woman kisses Jake on the forehead. Her attitude has shifted. She looks at him with affection. \*\*YOUNG WOMAN \* APPEARANCE CHANGE - WARMER\*\* \*The Young Woman turns. 60pt.1 INT. HALL - NIGHT 60pt.1 She heads back to the stairs. Her expression shifts slowly to something harder, resolved, as she walks.She's descending the stairs now, which seem longer than on the way up. \*\*YOUNG WOMAN MULTI APPEARANCE CHANGES\*\* \*60pt.2 INT. FARM HOUSE - BASE OF STAIRS - NIGHT 60pt.2 \* She arrives at the base of the stairs. Jake is slowly walking by, his arm looped with his now feeble father.He holds up a nightgown. It has a post-it with the word "nightgown" on it.The Father, with a Parkinsonian tremor, holds out the nightgown the Mother had just been wearing. The Young Woman takes it, her hand touching some still-wet spilled baby food. She tries to hide her revulsion, but Jake sees it, reacts.Jake leads his father off. The Young Woman drapes the nightgown over the stairway banister and looks out the window at the storm.The Young Woman turns to see the Mother holding the \* nightgown. This is a very young version of the Mother (1950s \* look). \*She laughs. Children's toys are scattered around the room.She nods toward the scratched-up door.The Young Woman and the Mother watch each other for a long moment.The Mother laughs again. The Young Woman nods, opens the basement door. The stairs are rickety and it's dark. There is a bare bulb at the bottom of the stairs. She heads down.

The Young Woman makes her ways slowly down the dark, makeshift staircase, the noise of a washer thumping angrily through an unbalanced load fills the space.She looks up the stairs and sees Jake silhouetted in the doorway.

At the bottom, she looks back up; Jake is no longer in the doorway, which now seems to lead directly outside to the storm. Snow blows down the stairs. She turns to the room. Dirt floors. Scarred concrete walls. An old washing machine is bouncing and chugging. She opens the lid, watches the dark, sloshing water come to a stop, the room turning silent, aside from the howling wind. She stares down into the black water. After a moment, she plunges her arm (sleeve and all) into it, fishes around, and pulls out several dark green work shirts featuring the name of a high school stitched above the breast pocket, one after another. She puts them back, throws in the nightgown, closes the lid. The agitator resumes. She looks around the room. A small easel is set up in the corner with a crude landscape painting on it. Taped to the wall behind it are prints of the landscape paintings the Young Woman had on her phone. Printing on the bottom of the white borders indicate these are 19th century paintings by Isaac Levitan. The painting on the easel is a terrible attempt to copy one of the prints, unskilled, lifeless. She sees a pile of paintings and flips through them; they are all miserable attempts at copies. They are all signed "Jake." She tries to bring up her own paintings on her phone. They are gone. Her phone rings again. It is from Louisa. She answers it.She hurries up the stairs.

The Young Woman, out of breath, emerges from the basement to see Jake standing mournfully over his ancient mother, clearly dead, lying on a hospital bed in the middle of the room.The Father emerges from the kitchen, younger, holding a spanner and an elbow joint.He hugs her.

Jake is laying out the chains while the Young Woman watches. It's windy and snowing hard.He stops himself, looks up at her.65pt.1 INT. CAR - NIGHT 65pt.1 Jake drives through the storm. She looks out at the night.She stares out at the storm.Jake looks over at her for confirmation. She nods without back at him, watches the snow in the headlights.The young woman considers this, then:Jake seems embarrassed. How could he have liked this film?The Young Woman seems blurry, confused, somewhat startled by her long-winded assessment of the movie.Silence.Silence.The Young Woman, watches him, taking it in. Silence.65pt.2 EXT. TULSEY TOWN - NIGHT 65pt.2 \* She looks over to see that they have arrived at an old and somewhat decrepit Tulsey Town. It sits isolated, open and glowing, in the middle of the snow storm, surrounded by blackness.

The wind howls and the snow swirls as Jake and the Young Woman emerge from the car.Jake peers into the Tulsey Town window. The store seems empty.She heads back to the car.She looks at him.Jake knocks on the window -- There are no employees visible.She eyes him, then:Two girls, who were seen among the high school students in the play earlier, emerge from the back. They wear T.T. hats and shirts, still in their stage make-up. They see the Young Woman first, then Jake, who stands off to the side, looking sheepish.The two employees side-eye each other.Jake doesn't say anything. The Young Woman looks over at him, sees he is unable to speak. The girls snicker.She looks at Jake. The Tulsey Town girls watch him.The Tulsey Town girls eye each other and giggle.The Tulsey Town girls just stand there, whispering to each other and giggling as they side-eye Jake. The Young Woman watches them, waiting, confused.Another uniformed girl emerges from the back and goes about making the B-r-r-r's. She is small and haunted. Jake looks down at his shoes.The Young Woman glances over at Jake. He's looking at the haunted girl's exposed arms, which are covered with an eczema- type rash. The Young Woman follows his look and sees the rash, too. The girl scratches mercilessly at her rash as she makes the B-r-r-r's.The girl turns from her task to the young woman.The Young Woman is surprised by the girl's choice of words. She takes a moment to formulate a response.T.T. Girl 3 smiles apologetically for her attempt at a joke.T.T. GIRL 3 holds the piled-high B-r-r-r's upside down, then places them right side up on the counter.Jake hands her a ten. The Young Woman notices that Jake has a similar rash on his hand. Tulsey Town Girl 3, puts the money in the register and gives the change to the Young Woman.The Young Woman looks around, confused. No one else is paying attention. The other girls are giggling. Jake is at the door, looking at the storm.The other two employees are whispering and giggling.Jake looks over. T.T. Girl 3 changes her tone.67pt.1 INT. CAR - NIGHT 67pt.1 Jake drives. They pick at their B-r-r-r's..They eat in silence.Silence.Silence.Jake has placed his B-r-r-r in the cup holder. It's melting.Silence.She turns up the heat.She looks over at him.They both laugh. She looks out at the storm, which has an otherworldly quality to it.Silence.Jake looks back and forth several times from the road to the Young Woman, trying to read her mood. She stares straight ahead, watching the storm in the headlights.He gestures to the two B-r-r-r's sitting in the cup holders and melting down their sides.Silence.Silence.Jake pounds at the steering wheel. The Young Woman watches.Jake turns off onto a narrow dirt road -- almost a path -- bordered by tall dark trees.Silence.67pt.2 EXT. HIGH SCHOOL - NIGHT 67pt.2 \* The road has opened up to reveal a large high school. It is the high school in which the Janitor works.

I love the way you look. You have a kindness. And of course you're very attractive. I didn't mean it like that.

I didn't mean it like that. It's just that there seems to be a certain... hardness that comes with a certain kind of pretty. You don't have that. Maybe they suffer, too, the pretty ones. I don't know. Maybe their prettiness causes them suffering. I'm not a psychiatrist.

It's not varnish. That's not why it smells. You should know that.

Have a good night. Be careful out there. The roads are treacherous.

Jake pulls into the parking lot. It's empty, except for the Janitor's truck.He opens his door, exits the car, slams the door. The Young Woman starts at the violence of the slam. She watches Jake as he trudges, struggling against the wind, toward the receptacle. It's slow going. Snow falls on the windshield, obscuring Jake. Then he is revealed again by the scraping windshield wipers. Obscured, revealed, obscured revealed. He arrives at the bin, opens the lid and just stands there, peering in.She glances over at the pick-up truck. Jake places the lid back on; he's still holding the cups.He looks toward the car, holds one finger up to indicate "one minute," and trudges off, disappearing behind the school.She reaches over to the driver's side and locks the car doors, looks behind her into the blackness. She glances at the truck, somehow made sinister by the lot's sodium vapor lamps.For a long while, she watches the corner around which Jake has disappeared. She seems to be willing him to reappear. Eventually he does.He waves and trudges toward the car: obscured, revealed, obscured, revealed. He arrives at the car, opens the door.Jake gets in, closes the door. He is covered in snow, out of breath.His glasses are fogged. He turns the ignition key; the engine stops.He turns the ignition key. The car starts. He waits for the wipers to clear the snow from the windshield.He leans over to give her a conciliatory kiss, which she accepts. The kiss turns a bit romantic. Jake suddenly pulls away.Jake turns off the car, opens the door and exits car.He slams the door and is gone, running toward the school. The Young Woman shivers, looks at the ignition. The key is missing.She sits there, shivering, watching Jake recede. Soon he is around the corner and gone. The Young Woman watches the school, turns and looks back at the road, settles back into her seat, puts her hands in her pockets and waits.The windshield is obscured; she opens the door, pokes her head out, looks into the distance, searching for his figure amidst the swirling snow. She gets back in, closes the door, locks it.The Young Woman sits there in silence, shivering, staring at the quiet school.She sighs, opens the car door, exits, closes the door, immediately realizes, tries the door, it's locked behind her.She tries all the other doors. All locked.She looks at the school, heads toward it. As she walks, she stares up at the school's darkened windows, she looks behind her, she looks at the pick-up truck in the parking lot. She feels she's being watched through every black rectangle. She becomes self-conscious, and, incongruously, as she walks through the snow and wind, she attempts to fix her blowing \* hair. She rounds the corner and sees the dumpster Jake had mentioned. She approaches it, opens the lid. It is filled with hundreds of half-eaten B-r-r-r's. The Young Woman is startled, jumps back, the lid slams closed with a metal clang that echoes off the building. She makes her way to the school's glass front doors, peers in: a long, dim, empty hallway. She doesn't know what to do, she's scared to go in; she's too cold to stay outside. She rests her forehead against the glass of the door for a long moment.She girds herself, enters the building.

The Young Woman walks cautiously down the hall. The shot mirrors the initial shot of the Janitor walking the same hall.The Janitor appears in the distance at the end of the hall where it intersects with another. He is mopping, seems unaware of her. She gasps and hides in a doorway. Breathing hard, she peeks back down the hall; the Janitor is gone.She steps back out into the hall. The Janitor appears again in the intersecting hall, now mopping in the other direction. Again, the Young Woman jumps back into the doorway.She peeks down the hall. The hall is now seen from the Janitor's POV. He has spotted the Young Woman's head poking out. She sees him, pulls out of sight. He mops toward her, slow, methodically, deliberately, mumbling to himself. The mumbling, for the first time can partially be made out.The Janitor continues toward her, drawn like a magnet.He arrives at the doorway in which she hides. He stops, seemingly unable to make the final step to see her. Her breathing is audible. Finally, he pokes his head around the locker. She is looking at him (at us), no recognition on her face.Silence. Then:The Young Woman takes off her shoes. The Janitor watches, her feet now in the big blue slippers. She smiles back at him briefly, sadly.The Young Woman pads silently down the hall, her voice receding.The Janitor mops up the small puddles left by the Young Woman's shoes.

I'm sure there's no need. He's safe if he's here. It's safe in here. Quiet.

I accept. I accept it all. I gratefully accept your acknowledgement, this award. I accept all that it entails. That this award comes near the end of a long, fruitful life in acknowledgement for the work I did decades ago. My quest has taken me through the physical --

-- the metaphysical, the delusional -- and back. And I have made the most important discovery of my life: It is only in the mysterious equations of love --

-- that any logic or reasons can be found. I am only here tonight because of you. You are the reason I am. You are all my reasons. Thank you.

The floor creaks,/the door squeaks,/there's a field mouse a- nibblin on a broom/And I sit by myself/Like a cobweb on a shelf/By myself in a lonely room/But when there's a moon in my winder/And it slants down a beam crost my bed/Then the shadder of a tree/starts a-dancin on the wall/And a dream starts a dancin in my head/And all the things I wish fer/Turn out like I wanted them to be/And all the things I wish fer/Turn out like I want them to be/And I'm better'n that smart aleck cowhand/Who thinks he's better'n me!/And The girl that I want/Ain't afraid of my arms/And her own soft arms keep me warm/And her long tangled hair falls a-crost my face,/Jist like the rain in a storm!/The Floor creaks, the door squeaks/And the field mouse starts a-nibblin on the broom/And the sun flicks my eyes/It was all a pack of lies!/I'm awake in a lonely room/I ain't gonna dream about her no more!/I Ain't gonna leave her alone/Goin' outside,/Git myself a bride/Git me a woman to call my own.

The Young Woman arrives at the hall intersection, stands still and looks down it. Jake is in the distance looking at her. A Second Young Woman, dressed identically to the Young Woman, emerges from another classroom doorway and stands behind her. A Young Man dressed as Jake emerges and stands behind Jake. The real Jake and Young Woman back away leaving only their replacements. Eerie, burbling orchestral music begins, vague and poorly remembered. The two replacements wave and hurry toward each other in a balletic run. They meet in the middle of the hall and embrace. "Jake" spins "Young Woman" around, lifts her, and the two perform a pas de deux expressing their love. The real Jake watches, profoundly moved, and the real Young Woman looks perplexed and anxious. The dance continues as a wedding ceremony is performed and the "Young Woman" walks down the school hall towards "Jake" and a "Minister." The Janitor appears, intercepts the "Young Woman" and pulls her away from the ceremony. She escapes down a surreal, dark hall, and ends up "outside" in a stylized version of the school exterior, struggling against the snow and wind, the Janitor in pursuit. He grabs her and she fights to disengage. "Jake" appears in the storm, and the Janitor and "Jake" engage in a balletic fight, ending when the Janitor pulls out a knife and stabs "Jake," leaving him to die on the ground, with bright red silk scarves spilling out around him on the snow. The Janitor grabs the "Young Woman" and carries her away, leaving the actual Young Woman, Jake, and dying "Jake." Jake and the Young Woman look at each other with resignation and walk off into the storm in opposite directions, soon becoming obscured by the blowing snow. The Janitor's POV, through which all this has been experienced: He wheels his cart toward the body of "Jake," lifts it, places it and the red scarves in the trash receptacle on the cart, and wheels it off.

Various shot of the Janitor cleaning, now in silence, punctuated by the occasional distant call of "Jake?" These become fewer and farther between, and even more distant. Eventually the calls cease.

The Janitor, changes his shirt, collects his thermos, puts on his jacket.

The Janitor trudges toward his truck in the empty parking lot. The truck is covered with snow. He glances over to where Jake's car had been parked; it is gone. He unlocks the truck's door, dumps his stuff on the passenger seat, pulls out a scraper, brushes the snow off his windows, gets in the truck, closes the door. INT TRUCK - NIGHT The Janitor pulls his ignition key from his pocket, brings it to the ignition, hesitates, doesn't insert it, puts it back in his pocket, watches the snow fall. Gradually, it begins to fall in a sort of time-lapse loop, otherworldly. The windshield gets covered with a thin layer of snow, still allowing the light from the parking lot through, casting the inside of the cab into yellow dimness. The Janitor shivers. The cab gets darker as more snow accumulates. His shivering becomes more violent, turns into a jerky timelapse. He rips off his gloves, his hat, wipes his brow. With thick, now clumsy hands, struggles to unbutton his shirt, succeeds, tears it off. Pulls off his boots, his socks, his pants, his underwear. He is now naked in the ever dimming cab. The snow- covered windshield begins to sizzle and percolate like TV screen "snow." This jitteriness turns to maggots, which fall away to reveal a suffering pig, who turns his head and acknowledges the Janitor with sorrowful eyes. The pig turns away and walks slowly toward the school. He looks back at the Janitor, urging him to follow. The Janitor gets out of the truck and walks, naked, behind the pig. His body shakes with cold.

The Janitor follows the pig, who, on occasion, looks back as he walks. The pig talks to the Janitor.The pig leads the Janitor, now dressed in tails into the auditorium, a Nobel medallion around his neck..

It's not bad. Once you stop feeling sorry for yourself because you're just a pig, or, even worse, a pig infested with maggots. Someone has to be a pig infested with maggots, right? It might as well be you. It's the luck of the draw. You play the hand you're dealt. You make lemonade. You move on. You don't worry about a thing. \*

I've always loved it. There is kindness in the world, y'know? You have to search for it, but it's there.

Eh. I'm just evolving. Even now, even as a ghost, as a memory, as dust. As you will.

Everything is the same. When you look close enough. As a physicist, you would know that. You, me, ideas. We're all one thing. Let's get you dressed.

The Janitor steps onto the stage. The Oklahoma! set is there, looking very much like Jake's farmhouse. His mother, the young version, dressed like Aunt Eller, in grease paint old age make-up, sits in a rocking chair on the porch of the house. She smiles at him. The Janitor looks from her to the audience, which is filled with high school students, now dressed in tuxes and gowns. They applaud enthusiastically. The Young Woman, also in old age grease paint, is in the audience, too, smiling up lovingly at him. His Father, the Tulsey Town girls, Jake, all there.In the audience young Jake mouths along with this.In the audience, the Young Woman watches adoringly.The Young Woman is moved to tears. The Janitor sings, now dressed like a farmer. A stage set of a shack interior is rolled in behind him. It bears a striking resemblance to Jake's bedroom.The Janitor finishes and is met with passionate, extended applause. He stands there for an uncomfortably long time, taking it in.

The storm has stopped. Silence. The sun is shining. The ground is covered in drifts of snow. In the empty parking lot, sits the Janitor's pick-up, a white truck-shaped lump of snow.

UP ON the door of a weathered cattle car as a German soldier steps into frame wearing that familiar gray of the all - too familiar era . He throws the door to reveal a mass of huddled and frightened people inside . The words are not necessary . The language is not ours and the images say enough . Men , women and children are herded off the train like cattle toward a large open yard . There they huddle until the Germans begin to shout and shove through the mob .

We are looking up at rows and rows of fences topped with barbed wire all designed to create a separator for the thousands of Jew who pour through each day . Then we see the eyes themselves that look up at them . A LITTLE BOY . A boy who will not die this day . A boy who will live to see the end of the war and the world of the future . He stares at the metal wire with an unusual fascination . The boy looks up at HIS WORRIED PARENTS - a sturdy - looking couple who try to smile and comfort him . The corridor comes to a junction where it splits in several different directions . Soldiers here push the mob using rifles as pikes , screaming and terrorizing the lot of them . Suddenly it is clear what they are doing . They are dividing the mob into smaller groups . Soon , the groups themselves become evident . Men from women . Children from adults . The family tries to stay together , clinging to one another dearly , until finally , they are put upon by a number of gray uniforms and pulled apart . The boy is dragged screaming his feet no longer touching the ground . Two soldiers carry him as they follow the back of a large column of children being led through a gate of barbed wire so dense , it resembles wool . The gate closes and the boy looks back to see his parents - along with many others - being restrained by a number of soldiers . The screaming is deafening . And the boy 's can be heard above it all . The soldiers seem to be having a hard time carrying such a frail child . The farther they get from the fence , the heavier he seems to get , until they are literally pulling him as though he were anchored to something . His outstretched fingers claw at the thin air and he screams until the blood in his face is blue . The soldiers are literally pulled back a step and they begin to slip in the mud . They look at one another and then over their shoulders as they hear a sound . A groaning , creaking sound . And then the unmistakable twang of wire stretched to snapping . The fence . The gate that separates the parents . It bows toward them like iron filings to a magnet , and several of the strands of barbed wire have given way . The boy continues to scream as all the other faces simply freeze and wonder . One of the soldiers pulls a wooden baton from his belt and brains the boy violently . He slumps and the soldiers carrying him spring forward as through a rope that was holding them back has been cut . They nearly fall , looking at one another with some concern , some confusion . Then they follow the line of children that has gotten ahead of them . The boy 's parents watch him as he - as they , are taken away . The rest of their story is as you would expect .

Bright , bright blue framing a blinding white sun . The cracked , drought - stricken soil of nowhere . KENYA - 1978 A group of children at play . Tribal children who , without the help of the titles , could be from any age . They run through a tiny village of tents , playing . Every child holds a long reed - like stick and they chase each other playing their version of tag . As each child is tapped , they chase the others . Each trying to avoid being `` it '' , though never going far enough away to miss the fun . One girl in particular . A PRETTY GIRL OF 12 , with unusual white hair , is tagged and immediately shunned . She chases kids this way and that , but to no avail . She is not strong enough , nor agile enough , to win . She tumbles and lands on her stick , snapping it . She stands and , when the children see that her stick is broken , they begin to giggle . The giggles become laughter and the laughter becomes a taunt , and before we even realize , the inherent cruelty of children let loose becomes evident . They have now formed a circle , at first avoiding her touch with distance , but now growing tighter with menace . In the unspoken manner of children at prey , the group begins to chant in their native tongue - a song we have not heard but sung in a way none - too inviting . They begin to poke at her with the reeds , driving her back . The girl now moves to the center of the circle , no longer wishing to tag anyone . ONE DEVIOUS CHILD seems to get an idea . He takes his stick and smacks it across her shoulder . She turns to face the child and another swings his stick across her back with a solid THWACK . Before long , mob rule gives way and all the kids are swinging at her and laughing . It grows to the brink of frenzy , the laughing and the shouting not too unlike the noise of the previous scene . So much so , we may miss the first flake of snow . The children certainly do . It is snowing for a good ten seconds before the last of them stops . By then , the snow is thick as flies and wafting down to melt instantly on the hot African soil that has never seen snow before . Adults come out of their huts and in from the fields and the whole of the village is soon gathered around the little girl , staring up from the clear blue sky and the snow that falls from nowhere . From nothing . One by one , all eyes fall on the little girl and the looks of curiosity become looks of fear . Of superstition . Punctuated by a solid thump . And then another . AN OLD MAN looks down at his feet and sees a tiny , misshapen ball of ice , no bigger than his eye . He looks at it , bites it , then pops it in his mouth - breath turning to steam . Another such chunk of ice pops him on the head . THE CROWD LAUGHS . They look up again and see that mixed with the snow are tiny pellets of hail , seeming to increase in number as the snow mysteriously wanes . And the pellets are getting larger . Until they land as hunks . The white haired girl drops to the ground and covers her head as hailstones the size of baseballs plow into the Earth . Before long , tents are collapsing and panic ensues . And all along the white haired girl sits huddled in the dust , crying . As hailstones fall in a circle around her , never coming closer than then a few feet or so .

ONE MORE SKY . This one a backdrop . Cheap paint and tissue paper hung with hooks on a wall just behind the basket on a full court . As we pull back , we see the skyline of New York , crudely made out with its silhouette buildings of dark gray and black - windows of yellow . Among the famous landmarks represented is the Statue of Liberty , complete with a real light bulb burning in the torch . We are at a prom . The theme is RHAPSODY IN BLUE and the decor has made tragic efforts to show it . The tablecloths are blue , the napkins are blue - far too many of the tuxes are powder blue , and the blue eye shadow is as heavy as expected . Peter Gabriel 's `` In Your Eyes '' gives painful indication of the era , but here it is , nonetheless : SOUTHERN CALIFORNIA - 1986 MOVE ACROSS THE FLOOR and through the swaying , clutching , sweating dancers to the bathroom . Through the door to the usual -

Several boys are here , bow ties undone - unclipped in most cases . Smoking , drinking from whatever inventive container was used to smuggle in booze . Breath freshener and Visine are the chaser . Some of the guys are rolling joints while others make the sad effort to wave smoke away . Who are they kidding ? It 's a fog in here . MOVE DOWN THE ROW OF TOILET STALLS to one in particular . Here we find A FRECKLED KID standing in front of mirror , clearly holding himself up from the effect of God knows what . He talks to his friend in the he stall behind him .His friend is on the toilet with his head in his hands . He seems to be in some pain . He is SCOTT SUMMERS - AGE 17 .The Freckled kid offers a small plastic bottle .The freckled kid looks and sees that Scott 's eyes are watering so badly that tears are literally streaming through his fingers . He goes back to the mirror to look at his own .The freckled kid turns back to him .Scott looks up , taking his hands away , revealing for an instant that his eyes are merely bright red embers in his head . Featureless but for the color . Freckles takes a step back .

A blinding flash of light shows through the frosted glass in the double door and cuts through the crack into the dark of the gym . All who see it are stunned . Frozen . A lingering moment of confusion , then : BOOM , the doors to the Boys Room burst open and the occupants scatter into the gym .

Freckles is still there , legs locked . FRECKLES ' P.O.V. . He looks at Scott who is now crying meekly in the stall , covering his eyes again - afraid to open them . The door of the stall across from him swings closed TO A HOLE , PUNCHED THROUGH THE STALL DOOR framing Scott 's face perfectly . Pull back to reveal that the hole continues through the wall , into the girl 's bathroom next door . In the corner several girls huddle together , they are afraid .

Packed with reporters and photographers . There 's a dais - a raised panel of senators - and a second , lower panel . This is where the `` experts '' are testifying . Panning across the faces of several G.O.P. creeps as they watch something with varying degrees of interest . WASHINGTON D.C. - THE NOT TOO DISTANT FUTURE A woman 's voice holds over the proceedings . It is the voice of JEAN GREY - whom we will soon meet . As she is speaking , we come to a large screen television at one end of the room .FOOTAGE REFLECTS THE VARIOUS STAGES OF HUMAN EVOLUTION . Accompanying it is a GRAPH with a DIAGONAL LINE indicating the ascent of the `` human being '' as we know it . Accompanying the graph are evolving images of the `` evolution of man . ''The animated demo on the screen zooms in on the lowest order of human depicted - homo habilus - a primitive , ape - like humanoid covered in hair . As he is singled out , the terrain of his time appears , along with the harsh signs of his winter .As the graphic changes and depicts WARMER CLIMATE , the HAIR STARTS TO DISAPPEAR ON THE MAN 'S BODY - gradually evolving into the human we now know as ourselves . Now the terrain is modern , the weather pleasant . The image pulls back and places this man back in line at the front of evolution .QUICK SHOTS : early huts , early clothing ; then early homes , later homes , air conditioning , cars , modern high - rises , etc. . PULL BACK WIDEROn the room , the reactions , and on JEAN herself . A strong , attractive woman in her early 30 's . A simple placard before her : JEAN GREY . GENETICALLY ENHANCED RIGHTS ASSOCIATION . The screen shows the words `` PRESENT DAY , '' where the `` evolution line '' has resumed its rise .A MICROPHONED VOICE interrupts . Bearing down is the flamboyant SENATOR SCOTT `` FRANK '' KELLY , a conservative from Florida , and the hearing 's Chairman . Just behind him sits his aide HENRY GUYRICH - mid 30 's , typical government cog .Another SENATOR -LRB- LUCINDA ROWEE -RRB- speaks into her microphone :Kelly raises a hand , continuing his tirade .Kelly raises a blown - up photograph : a grainy , super - zoomed , somewhat obscured image of a CAR ON A FREEWAY which appears to have `` melted . '' Now he 's really playing to the crowd .The room LAUGHS . Kelly mistaken thinks it is for him , until the double meaning occurs to him . He is momentarily embarrassed , but he quickly recovers .The crowd reacts loudly in support of the Senator . Some cheer , some roar , some yell obscenities at Jean . Jean stands and walks out , pushing her way through reporters now moving in for her response . All the while , Kelly is delivering his last words .

In every organism on Earth there exists a mutator gene - the X - factor, as it has come to be known. It is the basic building block of evolution - the reason we have evolved from homo habilus.

to homo erectus, to homo sapiens Neanderthals, and, finally, to homo sapiens.

Taking it's cues from the climate, terrain, various sources of nourishment, the mutator gene tells the body when it needs to change to adapt to a new environment. The process is subtle, normally taking thousands of years.

Only in the last few thousand years did mankind begin to make clothes for himself, build shelters, use heat and grow food in large quantities. With this man - made environment remaining relatively stable, the X - factor became dormant.

For reasons still not known to us, we are seeing what some are calling the beginnings of another stage of evolution -

You're avoiding the question I posed to you at the beginning of the hearing, Ms. Grey. Three words : Are mutants dangerous?

I am avoiding a question that is decidedly loaded, Senator. The wrong person behind the wheel of a car can be dangerous.

Ms. Grey - you work at a school for mutants in Westchester, New York. Can you tell the members of this committee what exactly you are teaching these mutants?

You would n't happen to be teaching them how to use their powers to -

This was taken by a state police officer in Secaucus, New Jersey. A man in a minor altercation literally melted the car in front of him. I do n't know where you come from, Ms. Grey, but where I come from, you do n't go melting people's cars when they cut you off. You do it the old fashioned way - you give'em the finger.

I presume nothing, I am here to tell you that in time, the mutator gene will activate in every living human being on this planet. Perhaps even your children, Senator.

Ms. Grey, we are not here to weed out mutants. The Registration Act is designed merely to assess their potential threat - if any - to national security.

Mutants are very real. They are among us. We must know who they are. And above all, we must know what they can do.

I'll see what I can do - You should get some sleep. Even with your healing ability, you're going to be hurting for a while.

The Professor said you were a solider. Actually, I believe he used the word mercenary.

If Magneto is planning to use Logan for some terrible purpose it's our responsibility to do something.

He's already losing control of his vitals. Respiratory. Cardiovascular. Unless we manage to replace the filter by tomorrow morning, I'm afraid.

Treat you like a mutant? We are not what you think. Not all of us.

I do n't see these spikes you're talking about. I'm going to give you an antibiotic for the - Oh my God.

In every organism on Earth there exits a mutator gene - The X - factor. The beginnings of another stage of evolution.

Magneto. I've seen the results of your machine. I've seen Senator Kelly.

The experiment was a failure. Kelly did n't make it. Yes, you were successful in activating his mutator gene, but you failed to take into account the rest of his body - it was n't ready for the strain. Kelly was dead within hours. Your machine kills.

I think the President's pre - occupation with international affairs has drawn his attention away from this problem. American's deserve the right to decide whether they want their children to be in school with mutants. To be taught by mutants. They also have the right to know the dangers. That's the purpose of registration. And mark my words, if the President is n't strong enough to do what needs to be done.

I ca n't believe the President ca n't see it. I would n't be surprised if he has a mutant on his staff.

I'm not interested in the whole world, Henry. I'm interested in America. Let the rest of the world deal with mutants their own way.

Whatever you do to me. no matter what you'll make me right. Every word I have spoken will be confirmed.

I'm sorry to come here, Ms. Grey. I was afraid if I went to a hospital, they would.

I was kidnapped. They killed GUYRICH. mutants. There was a light. a bright. light.

Whatever you do to me. no matter what - you'll make me right. Every word I have spoken will be confirmed.

If we can not go into the future together, the divisions of fear and prejudice will tear this country apart.

An angry mob outside the Senate hearing . Voices roar in dissent when Jean emerges , coming down the steps without hesitation . She sees signs condemning mutants , a scarce few supporting them . A group of reporters are behind her and more meet her in front , closing her in . Microphones are shove in her face .She ignores them all , trying to push through . A KID IN THE CROWD holding a full can of Coke . Smiling to his friend beside him . He fires it over the heads of everyone toward Jean . Perfect trajectory . Closing fast . Suddenly : Silence falls over the crowd . A total silence . An absolute silence . All eyes watch in awe at the can and its liquid trail , frozen in mid - air a few inches from Jean 's face . It simply hovers there .Using telekinesis she slowly lowers the can to the ground . She shakes her head , almost ashamed of the display . Almost as if to say ìI did n't want to do that.î The can rolls down the steps . People move away from it as though the can itself were dangerous . The crowd steps back in genuine fear . Jean simply moves ahead now , unimpeded , still shaking her head .

Dr. Grey, how do you feel about the Senator's Statement / How is the mutant community reacting? Is it true that mutants are dangerous? / Is there a mutant plot to overthrow the government?

Smoke curling from the chimney , warm light emanating from the window . A well - worn pick - up truck parked axles deep in the snow , the back filled with a cord of cut wood . A hand painted scrawl on the door reads : Firewood for Sales A slope , just behind the cabin leading to a frozen lake . PUSH IN SLOWLY TOWARDS THE CABIN . Ten beers sit cooling in the snow outside the door . We hear LED ZEPPELIN 'S ìBLACK DOG.î

Music thunders , quite a contrast to the surroundings . A cosy little abode , showing signs of neglect , as though decorated with a gentler touch that passed not too long ago . A large shelf replete with books . An electric mix from Sun Tsu 's The Art of War to Mark Twain 's The Adventures of Huckleberry Finn . A fire burns in the fireplace . On the mantle sit a few old black and white photos of a slightly younger Logan posing with a group of HARD - CASE MILITARY TYPES in a heavily wooded area . We can not tell if they are true Military or simply mercenaries . In the wall above the mantle , a sketch of a beautiful woman . And finally we come to the occupant of the house , sitting at the only table in the center of the room . His back is to us . His hair is coarse and black , sprouting wildly from his head . He is LOGAN . We will come to know him well . As well as we can . Despite the loud , pounding music , he is working with the meticulousness of a watch maker . At the same time , he smokes a thick cigar . A tall bottle of beer on the floor next to his chair . A SINGLE , SILVER DOG TAG hangs from his neck from a battered chain . As we get closer , we look over his shoulder and see what he is working on so intensely . Pencil rubs against paper furiously . He is sketching , what we can not see . But he is definitely caught up in his own minds eye . HIS HEAD SUDDENLY TURNS . He listens to something we can not begin to hear . A momentary pause , and he goes back to sketching . Just as he seems to be settling back into the details again . WHACK He reaches over and shuts off the music coming from the box beside him . He listens . He stands , turning around slowly in a circle . He drops the sketch pad on the chair . Only the crackle of logs in the fire . LOGAN 'S P.O.V. . We follow his gaze around the room . Past the fire which sounds suddenly like a blazing inferno , past the clock which ticks as loud as clapping hands , past the simmering tea - kettle which hisses like a seething cauldron . Finally , he glances at the cigar which we hear crackling nearly as loud as the fire . Logan 's senses are amplified many times more then ours , he walks to the door . E.C.U. His nostrils flare . He raises his fist beside his face . For a moment , it seems as if he is just chinking . Then - SHOOK - THREE STEELY CLAWS some nine inches long , emerge inexplicably from the skin just above Logan 's knuckles . Logan barley turns his head before . BOOM THE WINDOW EXPLODES , letting in freezing wind and billowing snow . Logan is hit from behind . The attack is so ferocious that we are unable to make out the attacker . Whatever it is , it is HUGE . We can hear it snarling and see flashes of its claws as it slams Logan back .

The front door SMASHES OPEN . The two combatants roll madly down the hill obscured by flying snow . Finally , we see Logan separate from his attacker and CRASH THROUGH THE ICE of the frozen lake . E.C.U. - A MASSIVE CLAW - LIKE HAND lifts into frame the SHINING DOG TAG hanging from it . The tag 's chain slides off and too the ground . UNDER ICE Logan struggles , already short of breath . As he struggles - water starts to fill his lungs . His skin goes pale . He is drowning .

We hear an angry grunt as the thing starts to hunt for Logan . It stalks across the ice , searching . We catch a glimpse of shoulder , a CLAWED FOOT , a MANE OF HAIR . UNDER ICE Logan 's struggle has decreased somewhat as his strength wanes . CRACK The ice above Logan shatters as a clawed hand reaches through .

A violent YANK . The ice gives way to the soaked and half - frozen Logan . The creature picks Logan up by his face , CUTTING DEEPLY into his cheek , and holds him up like a rag doll . The two are face to face . This is called SABRETOOTH . The reasons are obvious . Teeth like said animal and cat 's eyes to match . A mutant , certainly a member of a class remote in the extreme . And then it speaks .Logan , half - drowned , opens his eyes and looks right at Sabretooth as though he 's going to say something . Instead , a LUNG - FULL OF WATER comes shooting out . With that , Sabretooth ROARS , as he hoists Logan up and throws him . Logan flies nearly ten yards . He lands head first . Sabretooth skulks over to him . With the sound of Sabretooth 's breathing comes the rising of the wind . Snow from the ground begins to swirl in the bitter cold air . Sabretooth is nearly upon Logan now and the wind rises further , until he must shield his eyes from the bitter icy air . As he approaches , we see a fresh cut on Logan 's face HEALING BEFORE OUR VERY EYES , leaving not so much as a scratch . A SUDDEN FLASH OF LIGHT Lightning . No . Lightning is not red . Sabretooth looks around , puzzled , then down at Logan 's motionless body . Then to his feet where a hole in the ice sprouts bubbling water . The wind blows so violently now that he nearly misses two figures standing only a few yards away - mere silhouettes in the icy haze . A closer look tells us it is a man and a woman , THEY WEAR STRANGE UNIFORMS of form - fitting material - the man wears a reflective visor that hides his eyes . The woman 's face is care revealing dark skin , penetrating eyes and unusual white hair . ANOTHER FLASH - one that seems to come from the man 's visor itself . An intense beam of red light . Sabretooth looks down and sees the ice at his feet has broken away . He plunges through the ice like a mark in a carnival dunking tank . His massive weight and hairy coat quickly suck him down . The TWO FIGURES - CYCLOPS -LRB- Scott Summers -RRB- AND STORM -LRB- Ororo Munroe -RRB- - obviously two of the children we saw earlier now grown - move over the hole and calmly watch Sabretooth gather himself and swim back to the surface . Storm looks down at the hole , concentrating her intense gaze . The wind whips further and the water in the hole begins to freeze over . UNDER THE ICE Sabretooth wisely concedes . With one last look at the two mysterious figures now nearly obscured by the ice , he turns his body and swims away with the same agility he had on land . ABOVE THE ICE THE SNOW AND WIND ARE NOW VIOLENTLY RAGING Cyclops and Storm walk over to Logan and look down at him curiously . LOGAN 'S P.O.V. . They look at one another , wondering . Above them , a black shape looms into frame , bringing with it the whining of jet engines . This is the X - JET and it is like no other plane we have seen before . Logan 's eyes begin to close as they obscure the last of all perceptible detail .

The Periodic Table of Elements . A chart made up of blocks depicting the elements and their chemical symbols . Among the standards like Gold -LRB- Au -RRB- and Iron -LRB- I -RRB- and Oxygen -LRB- O2 -RRB- is a new square on simple red construction paper tacked to the top . It contains simply a large letter ìA.î We are in a laboratory of sorts , quite different from any we have ever seen - and so are its occupants . MORTIMER TOYNBEE , a dim , loyal thug whose agile leaping ability and superhuman strength have earned him the name TOAD . Across the room , JOHN ALLERDYCE , a wiry redhead whose ability to control fire with his fingers has earned him the name PYRO . In the corner we see BLOB , no explanation needed , devouring a BUCKET of cereal , preariously balanced on his huge belly . They are a bestial and sinister bunch . Toad and Pyro are working on : A MACHINE A fantastic device which occupies a hallowed space in this lab . It is meticulously designed , and with its intricate circuitry , wires , and power boards , it resembles most closely -LRB- and only resembles , because truly it 's like nothing we 've ever seen before -RRB- a combination of an upright torpedo and a fantastic light source - only far more dark and foreboding . Pyro holds a stick of solder in one hand . He lights a lighter with the other , then drops it . Strange thing - the flame remains hovering about his finger . Quickly the flame intensifies and turns blue , melting the solder over a small circuit board . Then , the flame is gone . He sticks out his hand like a surgeon .Toad , both hands occupied , flicks his long tongue and grabs a pair of pliers which he rests in Pyro 's hand , leaving them slicked with SLIME . The flame in his finger goes out . The slimy coat over the pliers quickly HARDENS , freezing their action .Blob laughs . Toad shrugs . In the background , almost ignored by them , something is on the television . The news .The image in the screen is a helicopter shot of ELLIS ISLAND , with Liberty Island and the famous Statue in the background .Blob belches his skepticism deafeningly . TRACK FURTHER THROUGH THE LAIR AND OUT THE DOOR as the Newscast drones on .

Preparations are nearly completed for the upcoming anniversary gala celebrating the formation of the United Nations. With nearly every invitation confirmed, the occasion promises to be the largest single gathering of world leaders in history.

Ellis Island, once an arrival point for thousands of immigrants crossing the Atlantic with the hopes of a better life, will open its doors again. Only this time it will be to leaders and their families from over 200 nations.

Is there such a thing as too much security? A possible complication adding to the United Nations Anniversary is the sheer number of security personnel for what will be the largest single summit in the history of the planet.

While the Secret Service has never had difficulty handling one or even several world leaders, it has never had to handle the daunting task of watching over all of them.

With the ceremonies beginning shortly, it looks as though the last of the dignitaries have landed at Newark and Teterboro airports and will be arriving momentarily. It would seem the United Nations has had their wish tonight. There does n't seem to be an empty seat in the house.

WE MOVE through subterranean corridors and past dozens of projects that share some similarity to the machine we have seen , including crude designs that have been rejected or stripped of their good ideas . FAINTLY we become aware of a clicking sound . Almost like a stopwatch very far away , always growing louder . The newscast has faded and another voice is getting closer from somewhere down the hall . Sabretooth emerges around a corner heading towards us , turning just as we get to him . The clicking is loud and clear now . Sabretooth enters an office and we follow him . Seated at a desk in the center of the room is MAX LENSHERR - age - somewhere after sixty , but strong and vital for his years . He is more often called MAGNETO . The clicking is from the sound of an executive pendulum thingy on his desk . The six steel balls hang onto one another from string supports in formation depending on how many are let to fly from either end . One ball strikes one and one ball swings out from the other . Two balls and two , and so on . Slight difference . There are no strings supporting the balls , thus defying gravity . A chess set - all of its pieces made of beautifully crafted iron - sits on the far end of the desk . He is watching television , or more accurately listening - his eyes looking off into space , deep in thought .Now Kelly is on the screen . Magneto shakes his head .When Sabretooth clears his throat , the clicking balls instantly freeze and hover there . The volume on the television drops , though no remote is in sight . Magneto notices Sabretooth 's apparent exhaustion , his torn clothing , including the slashes in his side . His look asks ìwhat happened ? î Sabretooth crosses the room and places the shining dog tag on the table . The one he ripped from Logan 's neck . He sits at the desk , puzzling over it .Frustrated . Magneto inspects the dog tag .Nothing odd about the tag at a glance , military dog tag , weathered and beaten , but certainly plain , Canadian Military , Logan 's name , rank , and a faded serial number . His thumb feels the indention of the word at the bottom of the tag that does not seem to fit here . WOLVERINE We hear the voice of Senator Kelly on the TV . Kelly is on the screen giving good face . As he turns up the television , and again , we do n't see how , he places the dog tag on his desk , thinking .As the Senator continues we PULL BACK and see Magneto watching this . He begins speaking over Kelly 's diatribe .As Magneto turns Logan 's dog tag between his fingers , we ca n't help but notice FADED PURPLE SERIAL NUMBERS TATTOOED IN HIS ARM . He then drops the dog tag on the desk , Magneto stands and heads for the door , Sabretooth follows . The television shuts off and Magneto waves a hand as though beckoning someone to follow . Or some thing . He stops and looks back at the dog tag on the desk and waves again . A paper clip just next to the dog tag skips off the desk and into Magneto 's hand . He drops it , annoyed and tries again . A slight rattle , then nothing more , as though the dog tag were held down by an unimaginable weight . He walks over and picks up the dog tag , inspecting it , then trying to bend it . Nothing .He puts it back on the desk . Now Magneto concentrates - sending a wave of magnetic force that ripples the air around it . The tag trembles , but does not budge . He looks at Sabretooth and smiles .And as Magneto looks up at Kelly on the television we : PAN OVER TO A BULLETIN BOARD on the wall beside him . To a periodic table , smaller than the first . But still with that red square and added letter ìAî .

and the leading voice in the call for Mutant registration is Senator Scott Frank Kelly, of Florida, who claims to support the constitutional rights of the genetically enhanced, but whose crusade to register mutants is gaining popularity.

And you may mark my words, Senator Kelly. All your plotting, all your hatred. I have plans for you. I've seen you come, and I will see you go.

That term always confused me. As if there were something to fear.

God after all, is often defined as all - forgiving. A description I rather like. I think what you really are afraid of.

And this law. Your mutant registration act is only the beginning.

INTENTION? Intention, Senator? We are talking about mankind here. His fear. It is only a matter of time before mutants will be herded into camps. Studied for weaknesses. And eventually wiped off the face of the Earth.

Well, we're much more giving than that. We simply want to share with you. To help you understand.

You're a leader, Senator Kelly - you set an example. And if more of you. were like more of us? Well, you'll see.

Do n't fear God, Senator. And certainly - most certainly. do n't fear me.

The two in Alaska. Just how do you people manage to be in the right place at the right time? Still tinkering with Cerebro?

I'll tell you something, Charles, we are more alike now than we were when we started.

Still trying to make the world safe for our kind. Still trying to find a way to introduce ourselves - definitively.

Let's just say that I am out to make some radical changes. Now come on Charles. For old times sake, for your sake. Leave him to me.

Ahh. there you are brother. I believe you possess something I am very much in need of.

If I could make you understand. If you could just be made to see it the way I do. The way it's going to be.

I'm going to change the world with or without you as a witness, Charles.

This checkmate goes to you. I did n't want to hurt anyone. But you leave me no choice.

Fascinating. What I would n't give for that. Alas, metal is all I'm good for. But it seems to serve me well enough.

Go on. Kill her. You can do it quicker than I will. Maybe I'll just cripple her.

In the road to survival, there is always sacrifice Logan. We are the future. not them. We must protect ourselves. After tonight, when the leaders of the world return home - They will return as brothers, as mutants. and our cause will be theirs. This is survival, I know you understand that, Logan. or is it Wolverine?

and I know you can - It is a five minute run from the furthest distance on this island. If you are not back in this time. I will kill these friends of Xavier's. Including the young lady from the gymnasium. I think they came here to ìrescue you.î

I also have a small piece of Cerebro that might be of interest to you, if you hope to save Charles Xavier.

If I get what I want, you can try and save him. for old times sake.

Ahhhh, so the good Senator survived his fall? And the swim to shore? He is stronger than I ever could have imagined.

Why ca n't you see what I am trying to do? Why do you stand in my way?

Does n't it ever wake you in the middle of the night? The feeling that some day, some day very soon, they will pass that foolish law - or one just like it - and they will come for you and your children? Take you all away?

But you know that it is a war, old friend. And to win a war it takes the will to fight it at all costs, by any means necessary. And for that reason, I will always have the advantage. No matter how you trap me, how I am contained -

Kelly and Guyrich walk out of the White House on their way to their limousine .Kelly and Guyrich climb into the limo and slump back in their seats .

Have you thought of a demonstration of some kind? Maybe use the UN Summit to our advantage. The whole world will be watching.

Medical monitors beep , keeping track of the vital signs of - Logan , who lies in a bed in the middle of a medical lab . In the wall beside Logan 's bed is a light board on which hang Logan 's X - rays . Logan 's skeleton seems to be more the creation of a Deco architect than of nature . Streamlined , refined . almost manufactured . He is asleep , recovering . Jean Grey enters the lab . She walks over and examines the X - rays , fascinated by their unique structure . She notices what appears to be an unusually complex network of bones in the forearm . Jean looks down and runs her fingers over the traces of three incisions on the backs of Logan 's hands . Jean 's eye moves across his body . His rippling muscles . Jean uncaps an IV needle and moves to the middle of Logan 's arm . We can not help but notice a diamond ring on her left hand . Jean starts to put an IV in Logan 's arm . Just as she is sticking the needle in his arm HE JOLTS VIOLENTLY . SNAP Logan 's hand reaches up quickly , breaking the needle off in his arm . He grabs a startled Jean by the throat . He is out of bed . She is unable to speak , choked silent by his grip . He places his fist near her face . We see the three faint scars just above his knuckles . Hesitation . Logan looks at her for a moment . Taken by her beauty . Then he is on his feet . Jean is on the floor , gasping for breath . Logan realizes something is missing . He reaches to his chest and feels for the dog tag . Gone . He stifles a curse .He looks at Jean who recoils from him in terror . Logan thinks , then bolts .

Forty - eight hours, old man. But if you cross me, I wo n't feel any guilt about what I do to you.

I've served with men like you before. Methodical. Systematic - Naive. You know what happens to those men in a real fight?

And I do n't think this has anything to do with my ìkiller instinct.î You just do n't like the way I'm looking at your girl - Or maybe you do n't like the way she's looking back. And maybe you think you're man enough to do something about it.

C'mon sport. You think you can blow the meat off my bones before I gut you? Let's find out.

Making yourselves into some sort of ìteamî of super - powered freaks. Teaching wayward mutants about classical literature. For what?

What if it never happens? What if they're so afraid of us that we become the enemy? - This place is gon na be one giant cemetery.

No. That's me talking. And you know what? It's only been thirty - two hours and you still have no idea what this guy wants with me.

You think I care about her? I'm the only one who's sure to walk out of here.

What? miss me? Charley, I'm gon na walk out the front door and trust me, it wo n't be soon enough for everyone here.

Logan comes out into an empty hall . Strange . Deathly quiet . It is very sparse and modern , matching the lab we have just left . Logan runs and goes through the first door he comes to , to keep Jean from seeing where he has gone .

He looks around and sees he is in some sort of locker room . A row of lockers run along one side of the wall . And hanging from the other side in a row , are UNIFORMS , much like the ones Cyclops and Storm were wearing in the snow . He starts to rummage through the lockers , coming up with a shirt and pants that almost fit . A pair of sneakers as well . He hears the sound of approaching foot - steps coming from the hallway . He spots another entrance on the far side of the room and , carrying his clothes , he staggers out , still in considerable pain .

Logan rushes through the door , looking behind to see if he has been seen . He closes the door and leans back to catch his breath . which stops momentarily as he looks around the massive hanger he has entered . The X - Jet , the stealth plane we saw in Alaska , now sits parked and quiet . Logan walks to the plane and stops - listening . We hear a strange THUMPING . He listens for a second . The sound picks up in speed and we realize that we are listening to the SOUNDS OF A BASKETBALL GAME coming from above . As Logan tries to digest this , the door that he had just come through begins to open , letting in a shaft of light . Logan looks around wildly for a moment , looking for a place to hide when - BING . An elevator door opens in the wall of the hanger ten feet from where Logan now stands . He whips around and runs for it . There is a button marked ìG.î He presses it .

The elevator opens on a hallway that does n't match the rooms we have already seen at all . It is plush and stately , the hallway of a great mansion . He hears a voice coming from a room . As he gets closer to it , we can begin to hear :Now the voice is clear as a bell , coming from a room with the door slightly ajar .

until the Emperor Constantine converted to Christianity. With that one act, history was changed. The Christians who were once prosecuted and fed to the lions, became accepted.

Logan peeks in and sees in front of a chalk board , a massive blue furry creature called BEAST . Besides two arms and two legs , the only remotely human thing on his ape - like face is a pair of wire spectacles . He addresses a class of kids between the ages of 16 and 17 . Besides the occasional physical alterations , there is an overall oddness to the group , giving way to the fact that in some way or another these are all mutants .Now he sees Logan standing in the door , looking back at him in mute shock .All the students turn to see Logan , standing in a hospital gown with a mean case of bed head . They start to giggle . Logan turns and heads down the hallway to the left .

So as their leaders went, so did follow the hearts and minds of the people of the Roman empire. Which made for some very happy Christians.

Adamantium. Until today I thought it to be a myth. Impenetrable, unbendable, resistant to the most extreme heat, cold, indestructible.

I'm in the process of running more tests. But it seems that every minute that goes by he gets weaker.

The neuro - filter acts like a surge protector, regulating the infinite flow of information from Cerebro to the Professor's mind. It's what keeps him from being crushed by the consciousness of millions.

I'm afraid without Cerebro's help, he wo n't have the strength to heal himself - And without the neuro - filter. there's no Cerebro.

It appears as though Magneto has built a machine which somehow triggers the mutator gene in normal human beings. And he is using Adamantium as its core.

Thomas Edison knew how to make the light bulb. He had the energy source. He had the vacuum. But he did n't have the filament. He tried metal after metal but nothing would hold to power.

Correct. Apparently, Adamantium is the only metal strong enough to hold the energy this machine produces. He used the Adamantium in Logan's dog tag to test it on the Senator. And I assume now he plans to use the rest of Logan's skeleton for a larger demonstration.

Yes - Only there's a problem. The mutator gene is not responding to the radiation the way it would in mother nature. It's forcing the body's cells to replicate thousands of times faster than they're accustomed to. The Senator's body is literally burning itself out. Scott - this machine kills people and I do n't think Magneto realizes it.

Storm. Try to look for the highest vantage point. From what I can figure, he'll need to gain as much altitude as possible to blanket the island. It is my feeling that Magneto has to -

Logan hears footsteps and quickly does a one eighty back down the hallway . He turns a corner , hugging the wall . He halts . A large oak door stands down the hall . He smells something , taking in a deep breath , his head cocking to the side - listening . He turns and looks behind him . More foot steps . Someone is about to enter the hall . He turns again , ready to run the other way when he sees the SHADOWS of two more people coming from the other direction . Logan is trapped . He lunges for the large oak door and bursts through .

Logan shuts the door and leans his head back against it , exhausted .Logan , still clutching his stolen clothes , opens his eyes and sees a man sitting behind a large mahogany desk - PROFESSOR CHARLES XAVIER , an intense and intelligent man just to look at him .Logan , who was prepared for anything but this , just stares .Xavier taps the side of his head with his finger .When he speaks , his lips do not move . We realize Logan ìhearsî the voice in his head . In addition , the voice is accompanied by the FAMILIAR SOUND OF FOOT STEPS indicating that perhaps Xavier had herded Logan through the mansion with his mind . He does not like it . Xavier comes out from behind his desk . We see that he is in a MOTORED WHEELCHAIR . Realizing that he is safe for the moment , Logan begins putting on his stolen clothes .Logan looks Xavier over . He is obviously a kind man who is offering his help . Logan is silent for a moment .Logan goes to the door . Xavier , disappointed , just watches him go .

I'm sorry, allow me to formally introduce myself - I am Professor Charles Xavier. This is my school.

A very powerful mutant who for some reason has taken an interest in you. I'm not sure why, but until we find out, I must ask you to stay.

You definition of definitive was always a bit extreme for me, Max. What is it like these days?

You got less than sixty miles today. I'll make you a deal. Two days. If we have n't figured out what Magneto wants with you by then. I'll bring you back myself.

Rogue is a beautiful girl, with an extraordinary power. One that even her own family is n't able to accept. She's been on her own for weeks now, searching for a home. A place to belong.

He also has accelerated healing abilities - uncharted regenerative capability, making his age impossible to determine. He could very well be older than I am.

No. Someone put it there, relying on his healing abilities to keep him alive.

The point is to step into a more evolved position of social responsibility. To recognize that there is a world out there and that we mutants are as much a part of it as normal human beings.

You're thinking of your dog tag. It was made of Adamantium was n't it?

The brainwaves of mutants are quite different than those of the average human being.

Cerebro amplifies my power. It allows me to browse the world's consciousness and find the genetically enhanced.

This was not your fault. I knew there was a danger, I should have never left the school.

They're all asking how you're doing. Are you feeling up to saying hello to everyone?

Well if you're going to leave then you at least owe them a goodbye.

I feel a great swell of pity for the poor soul who comes to that school again looking for trouble.

Logan sees a grand entrance with two huge oak doors and brightly - polished steel knobs that scream ìexit.î He starts in that direction when the doors begin to open . A moment of traffic , laughing , chatter . then they are all gone . He gets to the doors and pushes them open . Bright white sunlight floods in , nearly blinding him .

The first thing he sees through the haze is wings - GIANT WHITE , FEATHERY ANGEL WINGS . A young boy , no more than fourteen , has them sprouting from his back . He is stretching not only his limbs , but his unusual appendages in the morning breeze . Sensing something - the boy turns , and sees this shambling ruin of a man in the doorway . Off Logan 's expression , we hear the flapping of wings and see his awestruck face following the boy onto the sky . This only holds his attention for a moment . Logan looks across an expanse of grounds that house the Mansion . A high , wrought - iron gate surrounds the entire property . He watches as several children play basketball across a large court . Logan shakes his head and is out the closing door . Xavier simply watches from his window .

Logan heads for the gate . SHOOK - Logan pops his claws . Suddenly , the gate slowly opens - Inviting him to leave . He pauses , momentarily confused . He takes one long look back at the mansion . And then leaves . Stay for a moment . Watch him go . Then pan across a sign which reads - PROFESSOR CHARLES XAVIER 'S SCHOOL FOR THE GIFTED , Westchester N.Y . PANNING slowly across the road to the thick woods on the other side of the street . SOMETHING MOVES in the trees , catching our eye . Someone is watching . It is Toad , camouflaged amidst the trees and branches .

Kelly sleeps fitfully in the large seat . A bump of turbulence . He wakes suddenly and looks out the window seeing the ocean below . Kelly looks out the window again and sees water . They are flying low . He looks at Guyrich , who sleeps as well . He wakes him .Guyrich looks out the window and looks at Kelly , puzzled . He stands and goes to the door to the cabin of the helicopter .No answer . Guyrich tries to open the door . It 's locked .Kelly looks out the window now and sees the helicopter is closing in on an island - where , is anyone 's guess . What is known is that the place is no pleasure resort . It is in fact some sort of refurbished island fortress , complete with turrets , built right into the side of the cliffs .

A clearing in the middle of a ring of trees at the base of a rocky rise . The helicopter touches down . THE PILOT , wrapped from head to toe in a flight suit and helmet , gets out and opens the side door , exposing Kelly and Guyrich to the intense wind of the rotors . They cover their eyes , cowering . KELLY 'S P.O.V. Two figures come out of a hole in the mountain . One seems extremely larger than the other . Guyrich and Kelly step out . As they get closer he can make out Magneto and Sabretooth .The Pilot removes his helmet to REVEAL : Pyro , smiling .Kelly is utterly confused . As Magneto nears , Guyrich steps forward to greet him , putting arms around Magneto 's neck and kissing him deeply . Then Magneto looks deep and lovingly into Guyrich 's eyes . And with that GUY SHAPE SHIFTS into a beautiful woman who herefore will be known as MYSTIQUE . Her body is covered in iridescent blue scales , which complement her lovely , solid yellow eyes . Kelly , of course , is shocked . Mystique shows a little hip , raising the scales at her mid - section mockingly , as the last of what we thought was Guyrich slips underneath .Pyro grabs the Senator as he runs back for the helicopter in vain .As Kelly struggles against all hope .And with that , Mystique walks up .With that , Mystique punches Kelly . Knocking him out cold . BLACK

And people like you are the reason I was afraid to go to school as a child.

Kelly comes to . Magneto walks past him , holding Logan 's dog tag . His thumb crushes one last time over the curious ìWolverine.î Kelly is strapped to a metal chair , bound impossibly tight . He struggles . Mystique watches from the far side of the room .Kelly 's reaction tells him he is certainly afraid of something right now .Kelly looks around wildly , terrified .Magneto uses his mind to move Kelly 's chair a little closer . Kelly nearly loses it .He touches Kelly 's face and Kelly recoils .Kelly shakes his head . There is nothing he can say to sway this man . Magneto turns and admires his machine .Magneto moves to the machine .Kelly watches as Magneto takes Logan 's dog tag and places it atop a tube at the bottom of a large spire in the center of the room some thirty feet high . He walks toward the opposite side of the room and watches as the tag is raised to the top of the device , through the shaft .A beat .MAGNETO raises his arms and a series of metal rings up from the machine platform that holds the dog tag . With a slight motion of his hand , the rings begin to spin slowly gaining in speed as Magneto controls it with his power . The air around it ripples , gaining in intensity . WAVES OF MAGNETIC ENERGY POURS from Magneto 's hands toward the machine . Now , Magneto has the rings spinning around the dog tag at such speed , the rings themselves are no longer visible - merely a blur around the stationary tag . Magneto lowers his hands . The machine is now working on its own . Kelly 's eyes grow wide with fear as the metal dog tag begins to glow . Dull at first . the brightly . too brightly . The deafening whine of the machine builds louder and louder . Suddenly - SILENCE FIVE SECONDS OF ABSOLUTE SILENCE . The sphere vanishes , enveloped in a light so white , it defies description . But I 'll try : A light that seems to ooze rather than radiate . A light that fills the room as it expands outward and engulfs everything in sight . It is liquid light . Creeping and unstoppable . From outside the room , Pyro and Sabretooth watch through the window . It comes through , first casting its shadows darkly against the wall , then erasing them as it swallows them - as though they were never there .

From under a door , the light leaks in , filling the room . All through the lair , air vents , keyholes , drainpipes and the like , the liquid light fills the lair to the gills .

THROUGH THE TURRET ATOP THE LAIR , the light beams up into the night sky , shinning like a beacon for miles . Then the white light obscures all . Fueled by this tiny piece of metal , the light extends like an ever growing bubble , out and up over the ocean . PULL BACK FROM THE SMALL ISLAND The bubble of white light is easily five miles across .

Kelly grits his teeth , barely visible in the whiteness . Then it is gone . He hangs his head in exhaustion . Magneto himself is a bit overwhelmed . He looks at his own skin - no apparent change . He shakes his head , blinks his eyes . Sabretooth and Pyro are also a bit struck by the display and they also seem a bit dazed . Magneto walks over and reaches into the still steaming metal device . His hand comes out holding the dog tag - actually its remains . A frazzled , blackened wire , warped and spent . Nothing more . And this turns to dust in his fingers . Magneto has amazed even himself this time . The silence is shattered by a phone ringing . Sabretooth picks it up . He listens , then hands the phone to Magneto .Magneto puts the phone to his ear . He smiles .ANGLE on Kelly , his skin glistening slightly , almost luminescent . Pinker -LRB- healthier ? -RRB- then it was when he came in .Magneto hangs up the phone . He crosses to Kelly , leans in and whispers in his ear .Magneto stands , looks at his machine , then back at Kelly .

The silver Amtrack moves speedily through the dark countryside .

A CONDUCTOR makes his way through a half filled car of commuters taking tickets . He passes a restroom and exits the car . He takes a seat . Logan emerges from the restroom , having avoided paying his fare . A few seats in front of him , in a grouping of seats that face one another , sit four large guys , early twenties - They 're the guys from your college named Brad that used to get drunk and try to drown freshmen in the toilets . We 'll call them BRADS 1 , 2 , 3 , and 4 . They are drinking from beer cans in paper bags . Across the aisle from them sits a lone oddly pretty twenty year old girl . Her name is ROGUE - a dark - eyed and somewhat distant creature . From the shawl around her head to her boots , layers of odd clothing wrap every inch of her body , except her face and hands . She looks worn , it is the face of a runaway . Next to her , a dirty duffle bag . The Brads are staring at Rogue , making lewd comments about her . They have obviously been drinking for awhile .Rogue looks at him , then quickly looks away .The Brads laugh amongst themselves at her reaction .Brad 4 , who is closest to Rogue , leans toward her .Rogue is silent and turns her back on him , trying to ignore him .Rogue continues to ignore him . This gets Brad 4 angry . The other Brads watch his failure and laugh .ANGLE ON : Logan , his ears picking up everything . Rogue looks down trying not to look at them . Brad 4 will not be ignored . He reaches out to the one place which is not covered by clothing that he can reach - Rogue 's hand lying at her side .He grabs her hand . Suddenly , Brad 4 's eyes open wide as if he 's in shock , an instant later , he COLLAPSES . Rogue reels back . Brad 's 1 , 2 , and 3 stand up , they are angry .Rogue stands , frightened and confused . Brad blocks her in .Rogue moves to get away , but Brad 1 shoves Rogue . Rogue falls to the floor of the train , right next to Logan 's feet . Brad 1 moves toward her . Suddenly , Logan steps in front of Brad 1 .ANGLE ON : Rogue , she gets up and huddles toward the rear of the train .He shoves Logan backward . Logan gathers himself . Brad 4 is very weak but regaining consciousness . Brads 2 and 3 stand to back their friend against Logan . It 's now three against one . All the passengers are watching -Brad 1 slams his fist into Logan 's stomach . Logan grabs the man 's fist and lifts him up and over , slamming him into the train floor . Brad 2 grabs a commuter 's briefcase and smashes it on Logan 's head . Bursting open , its contents fly everywhere . Logan turns . Brad 2 stares wide - eyed as the gash on Logan 's head starts to heal . Suddenly , Brad 1 is up . He grabs Logan around the neck from behind . He holds Logan in his head lock while Brad 2 and 3 start punching him in the stomach and face . Logan is taking quite a beating and naturally the entire train of people are doing nothing . ANGLE ON : Logan 's eyes , his pupils are getting smaller . His brow furrows like a wolf . A low guttural GROWL . Suddenly rage - PRIMAL RAGE Logan 's feet kick out , his left foot strikes Brad 1 in the face knocking him backward , while his right foot hooks around Brad 2 's head dragging him forward . With his left hand Logan grabs Brad 2 by the throat , squeezing the esophagus . Brad 2 is paralyzed . His eyes roll up as the oxygen is cut off . Brad 2 collapses . ANGLE ON : Brad 3 running out of the car with the other passengers . A TRANSIT COP pushes past the fleeing passengers , into the car . Brad 1 still bear hugs Logan from behind . Logan reaches pushing his knuckles against Brad 1 's leg . Suddenly : SHOOK - the sound of metal extending . Brad 1 howls in pain . SHOOK - the sound of metal retracting . Brad 1 releases Logan and stares down at three punctured holes in his leg . Logan wheels around , kicks him to the floor , and punches him . All eyes in the train are on Logan , as he raises his fist . SHOOK - Logan extends his claws . Logan is at the peak of his rage . The passengers stare in disbelief . Even Rogue is astonished .Logan pauses , only for a second . Brad 1 is wailing for his life . But rage has taken over . Logan raises his blades to finish what he started . Suddenly , THE TRAIN LURCHES VIOLENTLY . Logan goes flying backward .

I do n't belong. I do n't belong. I'm sorry. so sorry. there's nowhere.

I'm sorry. I'm not like the rest of you - I'm tired of hurting people.

The train has been brought to a sudden stop - but the wheels are still turning . Finally , they are shut down .

The lights are out . Everyone gathers themselves . Then comes a low grinding creak . The sound of metal bending . Rivets popping .

Like the top of a sardine can , the entire side wall of the train car is peeled off . Revealing the terrified passengers inside - and Magneto , Sabretooth , Mystique Toad and Pyro on the outside . With a final thrust , the air RIPPLES and Magneto tosses the car wall to the side . Passengers from the other cars stare wide - eyed out their windows . The train has stopped at a railroad crossing , the gates are down .The transit cop rises to his feet , brandishing his pistol .With a turn of his finger , Magneto draws the pistol to him . The cop holds tight and is yanked off the train , onto the ground . With another twist of his hand , Magneto makes the gun leap from the cop 's grasp and HOVER , pointing at the cop 's head .The gun cocks .All turn to see Xavier , seated in his wheelchair - flanked by Cyclops , Jean and Storm . All , save Xavier , are in uniform . THUNDER RUMBLES ACROSS THE SKY ANGLE ON : Storm , a GUST OF WIND .Xavier 's metal chair is gripped by magnetic forces . It shakes and begins to inch towards Magneto .The chair is pulled closer to Magneto . Cyclops steps forward . Xavier need not turn to know help is coming . Magneto sees and respects Cyclops 's power . The chair stops moving .Magneto glances at Storm , then Cyclops .Magneto smiles now , tapping his METAL HELMET .Xavier 's expression falters . It appears as if the helmet has been made to block Xavier from doing just that .Logan slowly rises from the huddled passengers . Sabretooth fighting the urge to move on him . Logan glares back at Sabretooth .Just then , SABRETOOTH ROARS UNCONTROLLABLY and punches Toad in the stomach , doubling him over . Oddly - Toad is laughing . He stands upright .Another roar and another punch . Toad is crying and laughing at the same time .Magneto watches this , momentarily stunned . Suddenly , Pyro grabs hold of his face .And Mystique MORPHS into a small child and begins tugging at Magneto 's pant leg .Magneto looks at the cause of it all : XAVIER , HIS EYES CONCENTRATING , HAS ALL OF MAGNETO 'S MINIONS UNDER HIS PSYCHIC CONTROL . Cyclops can not help laughing . Storm and Jean smile . Magneto is furious .And Magneto steps back a little further . His oddly behaving consorts follow .Sabretooth and Toad walk away , still with the punching and asking to be punched . Magneto takes the little girl/Mystique by the hand and the blind Pyro by the arm and leads them away , humiliated , to their waiting helicopter . Xavier turns back to Logan , still standing in the train car , amidst all the huddled passengers . Suddenly , all the passengers except Rogue lay on the floor and seats and go to sleep . A few of them even snore .A look crosses Logan 's face . Uncomfortable .Xavier indicates the wreckage of the train .Logan looks up at Xavier suspiciously , hating that he is making sense . Xavier moves closer . Logan looks over at Rogue , covered in her layers of clothes . Storm is helping her off the train , yet taking care not to touch her skin .Xavier looks to Rogue . A warmth comes over his face . An look of understanding . At a glance he has read her mind . He knows her pain - her struggle . Rogue looks to Xavier . Their eyes meet .Xavier turns to Logan .Logan looks at rogue , contemplating this . Then to Xavier .Logan eyes the rest of the gang until he settles his gaze on Jean . He offers a faint seductive smile . This is not lost on Cyclops .

A cell with bars , but no visible door . Kelly is hunched over his toilet , heaving . His suit is rumpled and dirty , showing signs that time has passed . There is a television just outside the door : We see SEVERAL NEWS HELICOPTERS circling a platform built against the backdrop of the main entrance to Ellis Island . We see massive security measures , the likes of which have never been attempted , being prepared . -LRB- Voice plays over the rest of the scene -RRB-He walks towards the cell and tries to look down the hall , pressing his face to the bars .It is only then that he hears a slight crack and his head squeezes between the bars like a soft - shelled egg . He gasps in pain , but more from shock . He pulls his head back with some difficulty and POP , it squeezes right back through .Kelly is horrified . Disgusted . He paces the cell , unable to comprehend what has happened to himself . It is only when he hears the sound of a HELICOPTER IN THE DISTANCE that he reacts . He starts to panic , then collects himself . Then he goes over to the bars again . He pauses , afraid . then : He pops his head through again . He turns his shoulder toward the bars and begins to push . His feet slip in the floor and his fingers stretch and crack inside , then his ribs begin to pop one by one with the brittleness of undercooked spaghetti . It is agonizing , but Kelly finally manages to pull his horribly - altered body through the bars .

Kelly 's whole chest and pelvis are slightly flattened beneath his clothes , but with a hideous crunching sound , they seem to inflate again back to normal . Kelly looks at his body with a mixture of fascination and disgust .Kelly turns and screams . Blob has just walked into the room and lunges , grabbing him by the arms . Kelly is enveloped in this fat , hulking mass . He manages to keep one hand free and all he can do is push it against Blob 's face . It is futile . Until . Steam begins to come off Blob 's face . And Blob SCREAMS IN PAIN .

Senator Kelly 's helicopter , which has obviously been pilfered for Magneto 's use , lands . Magneto , Sabretooth , Pyro , Mystique -LRB- no Toad -RRB- all climb out , having returned from their ill - fated attempt to get Logan .

Kelly peers down the hall where we first went on our way to meet Magneto . Kelly , with only that way to go , does so , passing once again the odd assortment of machines , very reminiscent of the one he was exposed to . He hears voices coming toward him and he looks around wildly , wondering what to do . Shadows foretell the arrival of the brotherhood headed this way . Kelly turns to run back from where he cam from .

Magneto and Sabretooth come walking from the other end of the hall and pass the very spot where we just saw Kelly . No sign of him .

From which Kelly has escaped . The bars bend to make room for Magneto as he walks into the room .But he freezes when he actually enters the room . First , he sees that Blob is laying on the floor with a purple , welt - like hand print across his face . It is blistered and hideous . Blob is gasping for air . Magneto looks and sees the cell is empty . He looks at Sabretooth .And Sabretooth bolts back from where they came .

Kelly hits the fresh air , looking around wildly . He runs for the edge of a cliff high over the ocean . He raises his hands , we see his palms are covered with those wicked spines and they are dripping a venomous fluid not too different in color from the wound on Blob 's face . But then suddenly , something is wrong . Kelly buckles , clutching his stomach again . He squelches what would have been a scream of agony . He looks at his palms and the spikes are gone . Kelly hears footsteps . Suddenly out of the darkness Sabretooth barrels toward him . Kelly turns and LEAPS . Sabretooth comes to the edge of the cliff . When he looks over , Kelly 's body has vanished . Swallowed by the sea . Only his clothes remain on the rocks below .

Jean shows Logan the simple dorm cube with a bed and a small desk . Jean opens the door for Logan and he inspects the sparse surroundings grimly . Cyclops stands just outside the door - eavesdropping .Jean does n't know what to make of that . She is about to leave , then pauses .Jean smiles politely at his knowing glance .She shuts the door .

Jean hesitates at the door , thinking . Smiling . She turns and only then does she realize Cyclops is standing there . She is startled .Cyclops shakes his head .Cyclops gets closer to Jean . She puts her hand on his chest .Jean leans in slowly and kisses Cyclops just beside his mouthCyclops pulls her close . The hold each other .

You saw what happened tonight. You think Magneto wo n't come after him again. You think he wo n't come here if necessary. This is a school, for God's sake.

I just wanted to make you clear on something. Personally, I do n't care what Magneto wants with you. He can take those claws of yours and use them for Barbecue skewers. What I do care about is the safety of this group. The Professor is in charge, and after the Professor, there's me. So, for the remainder of your time here, you're going to keep that killer instinct of yours locked down so no one else gets hurt.

I want to thank you for taking me in. Taking us in. You have taught me everything in my life that is worth knowing.

He calls me sport one more time, and I'll blow a watermelon - sized hole through him.

Radar Stealth Mode checks out. All right, there'll be less security north of the George Washington Bridge. I'm taking her down.

We should check out operations, see if the Secret Service is still around.

I'm going to assume that means that the Secret Service is out of commission. Jean, can you raise me up there?

E.C.U. Logan 's ear . His super - sensitive hearing has picked up the whole conversation . Logan looks over on the bed and sees a new sketchbook and several pencils . A small note is attached . I hope you do n't mind . I understand this helps you relax . - X. Logan shakes his head .

A white light board . Beast 's blue furry hand slides a long , full - body x - ray in place . Beast is showing Logan 's x - rays to Cyclops , Storm , Jean and Xavier .Beast points to the x - ray .Xavier wheels himself to the window , starring out , deep in thought .ANGLE ON : X - ray of Logan 's Adamantium skeleton .

The sun is setting, Logan. You've been asleep for nineteen hours.

She borrowed your power to save her life. When she touches someone, she absorbs their strengths - their gifts. In your case - your ability to heal. That's why she keeps her body covered.

We've learned to embrace what we are rather than hide it like an affliction. For some, it has become their identity. You mock the names these people choose but they wear them as badges of pride.

Rogue . The waifish young thing who hides so well in the shadows seems more comfortable to be moving through the mansion at night . She passes through the halls and rooms not making a sound in her strangely - swathed body suit .

She creaks a door open slowly , letting a shaft of dim light slice the darkness . The light shines across a nightstand . Rogue stares down at the notepad , a sketch it . It is of an animal , small but fierce - a wolverine . She walks in to a figure laying in the bed and stands over him . Over Logan . He lays under a single sheet , sweating , his eyes moving quickly this way and that in R.E.M. His hands twitch . Rogue leans closer . PUSH IN ON LOGAN 'S EYES AS THEY MOVE UNDER THE LIDS . FLASH - DREAM SEQUENCE

Like none we have ever seen thus far . In fact , judging by most of the instruments here , we are looking at a laboratory some fifty years old . Logan looks down and we can see his body , naked , strapped to a table . A hand puts a mask over his mouth and - BLACK He awakens - STILL LOGAN 'S P.O.V. . He struggles weakly with restraints as doctors in lab coats and thick , red rubber gloves stand over him taking notes , paying very little attention to him at all . On the other side of the room is a huge vat filled with some kind of molten metal . At the base of the vat is a giant electromagnet generating a huge gyroscope which created enormous friction energy - the apparent source of the intense heat for melting the metal in the vat . BLACK Awake again , but this time sinking into water - restrained completely now . Logan looks down and gets only a glance of his body , seeing that he is a series of incisions from head to toe - literally split open - the flesh held back with hundreds of clamps . HE SINKS INTO THE STRANGE LIQUID - LIKE WATER BUT THICK AND VISCOUS . And the sound of a DROWNING SCREAM . AND THE METAL IS POURED IN AFTER HIM . THE SOUND OF MOLTEN METAL HITTING LIQUID IS UNNERVING . Mixed with screams , it is unbearable .

SCREAMING Logan 's screaming as he comes to . Logan 's eyes FLASH OPEN . He looks up and sees a figure looming over him . In a flash he reacts . THUD . Nothing more . Then silence . The door bursts open and Cyclops stands in the doorway shocked . Frozen . Jean is next and finally Storm . They can only stare . Logan sits upright in bed , CLAWS EXTENDED , INTO ROGUE 'S CHEST . She is literally frozen at the end of his arm . Finally , Cyclops breaks the silence and moves to grab her .Cyclops freezes . Logan finally pulls his claws free and retracts them . Rogue staggers , she pitches forward and touches his face gently with her hands , as though she would like him to be the last thing she sees on this Earth . Logan and Rogue , locked in a fatal moment of tenderness snaring a look of loneliness that only they can understand . But suddenly , Logan seems to change . And before he can say another word , he begins to tremble , then he starts to howl in pain . Rogue SNAPS BACK , mouth open in a gaping , silent scream . What sound comes out does not match the expression at all . Merely a gasp , like steam escaping . Through the huge slash in her clothes , we see the wound on her chest slowly vanish . Before long , she transforms back into a healthy young girl with no sign of injury . Then , her escaping breath begins to accelerate , much in the way Logan 's did - too much like Logan 's did . It is as if she has taken in his trait of berserker rage . Soon she is smashing things all around her . One hand rakes the wallpaper like claws . Finally , she gets a hold of herself , becoming the introverted Rogue we all know so well . Then she stands slowly , looks at the others . And she runs from the room . Storm runs after her . The rest turn to Logan , who lays on the floor , convulsing . Jean goes to help him . She looks back at Cyclops . His expression makes it clear that his worst fears about Logan have come to pass .

A familiar scene of suburban escapism . Crowded enough that most people can move about unnoticed . In fact , most people do not notice the very large jellyfish shooting through the water at remarkable speed . And only a few notice the COMPLETELY TRANSPARENT MAN emerging from the water . It is Senator Kelly , and he resembles in many ways a jellyfish . His skin and innards are clear and gooey . It is only when he comes completely and naked out of the water that he returns to somewhat normal . He walks up to the beach and people recoil from the very sight of him . Pointing , whispering . Then just laughing at the naked man . Kelly grabs a towel off an empty chair , a Hawaiian shirt off another . Suddenly , he buckles , grabbing his stomach and lurching away in terrible pain . He barely pauses when he hears a child 's voice in semi - whisper :

Storm and Logan walk down the hall . Logan is wearing sweats . He has obviously just woken up . The sun is low in the horizon and the hall is suffused with an orange glow . Students pass by them . By now , the students have heard rumors about what happened the night before . They watch Logan fearfully as they pass by him .Storm shakes her head , but remains patient .They arrive at the door to the gym .Logan turns and sees Cyclops .She exits .Cyclops begins to walk away in the other direction . Logan just watches him go . After a moment , he decides it might be more interesting to see where this is going . He follows . They walk across the hall to :

On first glance , the gym looks really average . A fairly standard boxing ring in the middle . A fairly standard weight set nearby . Then you notice the weights themselves are abnormally large . 100 . 200 . 300 . 400 pounds . All the way up to 2000 . And that is just one stack . Cyclops enters first with Logan coming in behind him .Logan is barely through the door when Cyclops whips around on Logan and thumps his finger into his chest .Beat .Logan takes him in for a moment .Cyclops is enraged . A red light begins to glow around the edge of his visor and the ruby - quartz lens brightens . We can faintly hear the low hum of immense power that is now barely contained . Before Cyclops can even react , Logan puts his fist against Cyclops ' throat . SHOOK ! Logan extends one claw up one side of Cyclops ' neck . He smiles .The air is now charged with tension . The two men are about to attack when -Logan whirls and sees Xavier regarding them sternly . Logan turns his building anger on Xavier .Xavier sits calmly as Logan , claws still extended , marches over to him .Logan continues to advance on Xavier . Cyclops moves to stop Logan , but Xavier waves him off .Xavier has heard this argument before .Logan raises his hand to his chest grasping for something that no longer hangs from his neck .Logan turns and sees Jean walking towards them .Logan looks at Jean with concern .

A long , dark subterranean corridor with gleaming walls and floor . Well lit and strangely echoless . Logan follows Xavier , who are in turn followed by Storm , Cyclops and Jean to a thick steel door at the end of the hall .At Xavier 's eye level is a black screen with a chin - rest like you see at the eye doctor . Xavier rests his head in it and the screen lights up .A vertical beam scans across his eye and a picture of Xavier 's retina appears on the screen next to a computerized image of the same . The two images overlap and match perfectly .A small beep and a loud KNOCK of tumblers rolling and the vault door opens . They walk inside .

They come into a room with a high sphered ceiling - entirely black . In the center of the room is a huge - for lack of a better term - device . Part computer , part super - structure , it is the sort of precision tangle of metal and wire that would make Da Vinci weep . It has a space in the bottom that seems to fit Xavier and his chair perfectly . Suspended above its center - a web of wires , tubes , and cables all connecting to the heart of the device - a CHROME SKULLCAP . Logan slowly circles the device . Logan looks at Xavier , perhaps even a little impressed .Jean , Logan , Cyclops and Storm watch as Xavier fits his wheelchair into the huge machine , and the chrome skull cap lowers onto the Professor 's head , fitting like a second skin . It comes to life . What was dark and menacing is now a brilliant explosion of colored lights . XAVIER - into and through his eyes and :

Closing in rapidly on the planet Earth . Passing into its atmosphere , making a few orbits , all the while hearing the deafening voices of billions . Every country , every city , every town , berg , hamlet and village . Every language . Every thought . The voices descend to a sizeable crowd of millions , then thousands , gradually working their way to one .

Down a tree - lined road and around a corner into a parking lot . Single out a figure that - by the clothes - can only be Rogue . Close in faster and faster , lower and lower until we go right through the back of her head to : BLACK SILENCE

A mother and child wander in a typical shopping daze . PULL OUT TO REVEAL Crowds of shoppers mill about , a typical crowded evening at the mall . Rogue comes up the escalator , wandering through them all . She walks under a high - sphered glass ceiling , revealing the night sky outside . She walks over to a Victoria 's Secret store and looks up at the mannequins in the windows who wear almost nothing at all . Quite a contrast from her own , stifling garb . She touches the glass as though trying to reach them , then she moves on . ROGUE 'S P.O.V. . She looks all around the mall at the many oblivious people here . Children playing tag on one side . A young couple holding hands . Human contact all around . She walks past a small child , her hand nearly brushing the girl 's hair . Rogue takes a seat on a bench , alone . A figure comes into frame .Rogue looks up and sees Storm standing right in front of her . Her eyes dart around , looking for a way out .Finally , Rogue surrenders .She starts to cry now .And when Rogue looks up , she sees another figure - this one filling the frame behind Storm . A huge clawed hand grabs Storm around the throat and lifts her up as she struggles in vain .

Cyclops looks up and sees Storm is being CHOKED BY SABRETOOTH , her feet not touching the ground . Rogue is frozen with fear . He tries to get a shot with his visor , but too many people are in the way .

Sabretooth smiles as Storm struggles to turn . He whispers in her ear .STORM 'S EYES as the life is being squeezed out of her .

MIRROR SHOT OF XAVIER 'S EYES Suddenly , Xavier touches his throat , then raises a shaking hand to his head .Xavier wheels himself from the room .

Cyclops has a clear shot now . His eyes start to glow brightly . Suddenly , a familiar movement on the pedestal behind him . Toad has been camouflaged the entire time . He comes down and FLICKS HIS LIZARD - LIKE TONGUE , snatching the visor from Cyclops ' face . Deep red light far greater than anything we have ever seen before comes blasting out of cyclops ' eyes without any sort of control , as if a fire hydrant had been ripped from the ground . His head comes back and the light blows the whole of the glass ceiling to smithereens , bringing it down on panicking shoppers who scatter . Toad leaps to the second level and then again out of sight .

Sabretooth reacts , surprised by the sudden shift . This gives Storm one last chance to breath . We notice now that something is happening to her body .

Cyclops stumbles helpless , his eyes are shut to prevent further destruction .

Storm , nearly lifeless now , struggles with what little strength she has to get free of Sabretooth . He relishes the slow kill . But suddenly ALL THE HAIR ON HIS BODY STANDS ON END . Sabretooth is momentarily confused . Storm 's eyes open wide as her body convulses . BOOM A huge bolt of lightning shoot from her body into Sabretooth 's chest , knocking him back in shock . Storm falls to the ground , not breathing . Sabretooth , stunned and scorched , gets to his feet and smiles at his handiwork . He is about to move in and finish them both when the rumble of a helicopter can be heard above . He looks up and sees SENATOR KELLY 'S HELICOPTER passing over the hold in the roof . Sabretooth leaps up and pulls himself out of the opening . Toad is a leap behind . Rogue rushes to Storm , struggling with how to give her mouth to mouth , CPR , anything to resuscitate her without touching . She is starting to panic now . She looks around , but anyone still left in the mall is running for the doors .

Cyclops stumbles blind and helpless , covering his eyes . He hears Rogue screaming .Cyclops tries to find a way up , but he trips over all the debris , helpless .

Xavier is in a specially designed car that enables him to drive solely with his hands . He races towards the mall .

Rogue is talking , walking backwards towards Storm , trying her best not to lay a hand on Cyclops .Cyclops drops to his knees , the sprinklers still gushing . His eyes are tightly shut . He feels for Storm 's face and touches her lips .He immediately begins mouth to mouth , though it may have been too long .

Xavier fights the rush of traffic - people fleeing madly from the mall . As he pulls up to the front doors , he sees Cyclops emerging , carrying Storm . She is conscious , but her breathing is shallow . His eyes are shut tightly and he must follow Rogue 's direction . Sirens wail in the distance . Xavier looks at the lot of them : waifish Rogue , blind Cyclops , unconscious Storm and his wheelchair - bound self as their guardian .Then a look of realization .

Rogue hurries past several students . She runs up to the large front doors of the school , but they are locked . She looks around and then runs toward the side of the building .

Beast , continuing his research into Magneto 's plan , is analyzing the x - rays of Logan 's skeleton . Several books about metallurgy are scattered across the table .

Logan is sketching quietly . He chews a cigar , keeping it politely unlit . He hears something . He stands , goes to the door and opens it . He cocks his head . listening . smiling . We hear it too , sharing his ears . It is a woman breathing , groaning . He smiles and follows the noise .

She darts down a hallway and around a corner , looking around , staying low .

Jean is working out on an average - sized set of free - weights , sweating , pushing hard . Obviously the sound Logan heard . She is on her back doing presses . Suddenly , she looks up and sees Logan standing over . She is startled and starts to drop the bar . He catches it .Logan can not help but glance at her left hand , still clinging to the bar . The shimmering diamond on the third finger .Logan shrugs , starts to take his hands away . Jean is not ready to take the weight of the bar . It almost comes down on her when he catches it again .And he does . And so does Jean at the same time . She gets up and faces Logan - the bar simply hovers in mid - air . Logan smiles .

Beast looks at his watch . It 's stopped . He puts it to his ear - shakes it . Then his ears perk up . He hears something . He glances at the wall . All things METAL - picture frames , chairs , objects on tables , etc. start to move one after the other . It is as if some magnetic force is moving past the wall , just outside the lab , heading for the open door . Beast , sensing the danger , makes a run for the metal door . Just as he reaches it , it SLAMS closed - knocking him back across the room . Beast CRASHES into the wall on the opposite side of the lab . His leg badly hurt , Beast tries to crawl toward the door . But as he does this , METAL OBJECTS from around the lab fly in front of it sealing him in .

Rogue moves quietly down the corridor that leads to Cerebro . She comes to the retinal scanner - she brings her eye to the screen . It lights up and scans her eye . A PICTURE OF XAVIER 'S RETINA appears on the screen . A SINGLE WORD APPEARS ON THE SCREEN beneath it : ACCESS DENIED The scanner scans again . E.C.U. ON ROGUE 'S EYE Something is wrong . The eye not being scanned is a familiar yellow . It is Mystique . Her other eye changes in the light of the scanner . The retina reshaping itself in minute ways . ANGLE ON : The screen - ACCESS GRANTED - CHARLES XAVIER The door to Cerebro opens . Rogue or rather Mystique , rushes in . She goes to a small panel on the side of Cerebro . She opens it . She reaches in . SHE REMOVES A COMPUTER CHIP - No more than three inches wide .

ANGLE ON : The black boots of a man , walk down a hallway , as students peer from their sleeping quarters , terrified .

Jean is casually wiping sweat from her brow . Logan 's eyes possess a certain focus intent .Holding out her left hand .Before he can reply , Rogue is standing in the doorway looking at them .E.C.U. on Logan 's nose . His nostrils flare . sensing . Logan squints the tiniest bit . We know he knows something is wrong , but he is hiding it .Rogue pauses . Confused .Logan walks towards her .He moves closer .SHOOK . The claws are out . HE LUNGES .He grabs Rogue by the throat .Jean , seeing Logan threaten Rogue with his claws for the second time , RAISES A VAULTING HORSE INTO THE AIR .He keeps his claws pointed at her face . ANGLE TIGHT : Logan 's left hand is wrapped around Rogue 's throat but part of it is TOUCHING THE EXPOSED SKIN OF HER FACE WITH NO ILL EFFECTS . Jean realizes that Logan is right . ROGUE MORPHS INTO MYSTIQUE .Jean spins around and sees MAGNETO . Without hesitation , the vaulting horse FLIES AT MAGNETO . Simultaneously , one of the thousand - pound weights flies from the weight set and smashes the vaulting horse aside .Jean is completely unaware of the huge set of lockers rising behind her .WHAM . The lockers hit her in the back , sending her flying . Jean lies motionless on the floor , unconscious . The heavy lockers are floating above her , wavering between a few feet and a few inches .Pause .This catches Logan a little off guard .The lockers now stand upright , hovering over Jean 's knees .Logan thinks for a moment - looks at Jean still unconscious on the floor . Then : Logan retracts his claws . Mystique has morphed back into her natural state with the exception of ONE OF ROGUE 'S POCKETS , which still clings to her hip . Mystique produces a large syringe from the pocket and sticks it in Logan 's neck . Logan 's legs weaken instantly .

The fence that surrounds the property has been bent and buckled violently .

Xavier wheels down the hallway , pajama clad students are milling about the halls . Their faces showing that they are afraid to go back to their rooms . One GIRL , younger and smaller than the others , seems particularly upset . Xavier wheels over to her and gently touches the side of her face .She manages a faint smile . Then Xavier looks to the other students - their frightened faces .

Beast reclines in his lab chair , a splint on his leg . Jean stands with Cyclops who watches through a new visor . Rogue sits off to the side , bearing the guilt . While Storm , her neck badly bruised , stands near her . For the first time we have seen - Charles Xavier is angry .Xavier shuts his eyes furious .Xavier opens his eyes and sees Rogue sitting on a chair in the corner . She is visibly upset . Xavier wheels over to Rogue . Xavier reaches out and softly touches her clothing covered shoulder .And with that he turns his wheelchair to the door .Xavier leaves .

Xavier enters and wheels himself into the giant machine . It immediately comes to life - lighting the room . The chrome skull cap descends onto Xavier 's head . Xavier closes his eyes as the machine powers up . E.C.U. ON XAVIER 'S EYES They fly open . And then a terrible noise . The sound of a well tuned machine suddenly going horribly wrong . Xavier is in terrible pain . His back arches and he falls from his chair onto the floor . He struggles to reach for a fire alarm on the wall . His fingers stretch until finally - he pulls it . Warning bells wail . Xavier falls unconscious , convulsing . ANGLE ON : Cyclops and Jean as they burst into the room .

Xavier lies asleep in a hospital bed . Several electrodes are taped to his head . A screen next to the bed monitors his erratic brain waves . Jean and the splinted Beast stare at the monitor following its rhythm . Storm and Rogue stand at the foot of the bed . They are each trying to hide their fear , and not doing a very good job of it . Cyclops looks on , the stress shows on his face .All are silent . Rogue looks to Beast with desperate eyes .Xavier lies in bed , motionless .

Two huge wooden front doors - morning light shines through the jagged holes in the wood where the knobs had been pulled off . The antique steel knobs lay twisted and mangled on the floor . The small girl from last night kneels in front of the door with a dustpan , sweeping up the mess . Something catches her eye . She sits up and leans in closer to the jagged hole in the door . ANGLE ON : The little girl - light from the hole washes over her face . Then suddenly the light is cut off , as if something is blocking the hole . DOLLY IN : as the small girl steps back , a look of fascination comes across her face . As if she sees something coming through the hole .

Cyclops , Jean and Storm stand before the device . Beast rises awkwardly on his splinted leg , his back to the open control panel .Jean stands .Cyclops steps away , pondering Beast 's words . He understands the ramifications - the damage that has been done to Xavier .Jean is noticeably upset .He exits . Jean follows him .

Cyclops is standing , motionless .Jean puts her hand lovingly to his face . Cyclops takes her hand .She goes to kiss him .The small girl stands alone in the hallway .Jean 's eyes widen - and around the corner steps Senator Kelly , wearing the clothing he had taken from the beach . He trembles as though from a high fever . His body is covered with a layer of sweat .Kelly makes a hole with his hands that is not much larger then that of a coffee can .Kelly buckles in pain , but then catches himself . Jean and Cyclops rush to help him . Beast crutches himself out to see what 's happening . Kelly notices Beast .

Xavier is in bed , eyes closed . Rogue holds vigil at his side . Kelly is in the bed next to him , trembling , burning up from what seems to be a bad fever that keeps getting worse . Jean has a syringe in her hand and is swabbing some alcohol on Kelly 's skin .Jean looks closer at his hands .Jean and Kelly both look as the cotton swab ignites like flash paper in her hand . Everyone is shocked . Jean pauses and takes the bottle of alcohol from the shelf . She pours a small amount on Kelly 's arm and it instantly catches fire .

Rogue is still sitting in a chair , next to Xavier 's bed - Xavier 's opens his eyes . He looks at Rogue and smiles softly .Rogue almost jumps out of her chair with excitement .Rogue exits . Xavier slowly looks over to Kelly lying in the bed next to him . Both men are weak and getting weaker .Kelly tries to speak , but his strength is waning . The two men are a pitiful sight , both slowly coming apart .Kelly is in pain . It 's a struggle to speak .Xavier turns to Kelly , looking deep into his eyes . He begins to PROBE KELLY 'S MIND .

FLASH The following is an audio - visual collage of Kelly 's perspective from throughout the film , coming back to us in a new order . THE CAGE OF SENATOR KELLY in Magneto 's lair . NOW HIS P.O.V. as seen by Xavier . Vision fades in and out in a sedated haze . He is laid out of a gurney .He looks up and sees Mystique wheeling the gurney , smiling down at the Senator .FLASH Kelly is looking around a large , sphered room . In the center is the MACHINE .FLASH The DOG TAG as it is elevated into the machine .SLOWLY BUILDING LIGHT , growing brighter and brighter .Pull back as if the camera is pulling back through his eye , into his head - A MICROSCOPE 'S VIEW OF HIS CELLS , suddenly and violently disturbed .Kelly 's reflection in the metal of the sink in his prison .Blob 's face , burned by Kelly 's hands . Over the cliff .The venomous spike emerging from Kelly 's hands .The woman staring up at him on the beach .The boy on the beach . JARRING FLASHA VIOLENT COLLISION OF NOISE , IMAGE AND LIGHT AND THEN : Xavier 's eyes burst open .

Rogue leads Storm , Jean , Beast and Cyclops quickly into the lab . Xavier is lying in his bed . Jean looks up at the screen above him and sees Xavier 's brain waves have dropped severely . Kelly lies unconscious in his bed , his heart monitor weakening . Beast limps over to Xavier . Xavier struggles to speak . Beast bends down so that Xavier can whisper into his ear . E.C.U. Xavier 's lips move as he tells Beast what he knows .

Jean , Storm , Beast and Cyclops talk while the news plays silently on the TV in the background .Beast grabs a wax pen and draws a lightbulb on a glass drawing board .Beast finishes his lightbulb by drawing the filament .Jean looks down and sees Xavier pointing with a trembling hand , trying to speak . Xavier is pointing to the television .He is looking at yet another report on Ellis Island . Cyclops and Jean walk over . All they see on the TV is an aerial shot of Manhattan , slowly coming around toward the harbor . The television image is from the P.O.V. of a helicopter circling Ellis Island , taking in all the security and construction . The grand main hall to Ellis Island and finally , what the helicopter sees as it comes around for one more pass . SUDDENLY - The sound of Kelly 's heart monitor begins to PICK UP SPEED . Jean rushes to Kelly and touches his pale neck . She draws her hand back quickly as if burned . The heart monitor keeps speeding up until it is racing faster than a human heart could possibly produce . Jean backs away helplessly . The sheet that covers Kelly 's body begins to flatten out . The sweat covering the hapless Senator 's body thickens into a viscous , clear liquid and begins to run off the table . Kelly is literally melting away . Cyclops holds Jean as she turns away . ANGLE ON : THE TV - the gathering leaders of the world , the water clogged with boats , and the thousands of onlookers on Manhattan Island . All well within range .

Storm finishes preparing to leave in another section of the ready room . Beast stands by on his Beast - size crutches feeling useless .Beast looks at her .

Cyclops stands looking down at Professor Xavier . He starts to walk away but he is stopped . He looks down and sees that the Professor has weakly grabbed his sleeve . Cyclops looks at Xavier but he is still unconscious . His hand falls back to the bed .Xavier lies still .Cyclops grimly regards Xavier .

Cyclops and Jean get into their uniforms . Jean is about to go to the hanger when Cyclops stops her .She smiles and kisses him .

Cyclops , Storm , and Jean board the X - Jet . They find - ROGUE , strapped into a seat , ready to go .

ROGUE stands outside the jet , obviously having been kicked off .

Jean reaches out a hand . Cyclops takes it . They squeeze tight . The X - Jet 's engines begin to fire up .

The hatch slowly starts to swing closed . From where she stands Rogue debates , and then runs , dashing inside as the hatch to the X - Jet closes behind her .

A basketball sits on the ground near the middle of the court . Suddenly the asphalt starts to vibrate and the basketball rolls a few inches . THEN : There is a grinding noise and the surface begins to separate at the half court line . The basketball falls through the widening hole and bounces off the wing of the rising X - Jet . LIFT - OFF . The jet turns and clears the hanger before blasting off into the night sky .

An aerial shot showing us the whole of the event . Security of every kind covers every inch of the island . Helicopters are coming in at the rate of about one every minute to deliver dignitaries and their families from all over the globe .

A steady flow of limos pour onto the island over a simple two - lane bridge from New Jersey . A NEWSCASTER IN THE FOREGROUND .

The pier of the Ferry to Liberty Island . A great many families have come to watch curiously the going on .

The harbor is filled with police and Coast Guard vessels watching the water closely .

A series of shots showing the many folks gathering to watch the historic event on television . In some of these apartments , Ellis and Liberty islands can be seen from their windows in the distance .

The OPERATING COMMANDER monitors the countless video screens that display nearly every crevice of Ellis Island as well as other parts of New York Harbor as well as the network news feeds of the event .

The front of the Great Hall of Ellis Island , where once immigrants poured into the new world by the millions . A huge military band off to one side plays music from the different countries to help with the milling about and shaking of hands . The PRESIDENT himself is in the crowd , meeting and greeting , a mob of Secret Service always right there . Follow him into :

A YASSAR ARAFAT TYPE , who we will call Yassir Arafat , comes up to the President and smiles . The President introduces his WIFE AND CHILD as more delegates approach . The two men LAUGH and then HUG to the flashing of a million bulbs . Smattering of ass - kissy applause . Arafat and the President wave to press and the like .

We are looking down on what APPEARS TO BE a deserted part of the island . Away from the action . PAN ACROSS THE EDGE OF THE ISLAND Every fifty feet or so , uniformed Secret Service agents keep tight watch on the island . One Secret Service guy in particular . PUSH IN FROM ABOVE - We realize we are pushing in unusually fast , as though we are falling . WHAM . A sickening crunch . Toad lands on top of the Secret Service guy . We have been watching from his P.O.V. . The Secret Service man is tumbled into a heap . A real frog rabbits O.S. Toad looks around quietly , listens . THEN LEAPS out of frame . Hold on the body of the Secret Service guy . LONG PAUSE . ANOTHER SICKENING CRUNCH OFF SCREEN .

Two Secret Service guys approach one another . One is holding a smoke , the other is producing a lighter . Just as his smoke is about to hit the flame , the flame dodges to one side . He moves the smoke to follow it , and the flame dodges the other way . The guy with the smoke looks at the guy with the lighter as if to say ìknock it off.î The guy with the lighter shrugs as : THE FLAME INSTANTLY GROWS TO A RAGING INTENSITY , ENGULFING THEM . As they are incinerated and their ashes fall to the ground , Pyro climbs into view from the seawall below , dripping wet . He has come dressed to make trouble tonight . Strapped to his back is an impressive looking flame thrower . A three tanker .

A Coast Guard boat crawls into view just off shore . A Secret Service man in the foreground waves to the boat as it passes by .

A thirty footer . Fast and sturdy . The PILOT OF THE BOAT , a man in his late forties , waves back .

As the Secret Service guy waves , he jolts upright , his face contorting in impossible pain . Slowly , he is lifted off the ground .

PILOT 'S P.O.V. Sabretooth holds the last Secret Service man aloft , impaled on his claws . He waves now , the body swaying this way and that before he casually throws it to the ground . The Pilot turns to the wheel of the boat as he MORPHS INTO MYSTIQUE and turns the boat toward the island .

Man - made rocky shore . The boat bumps and grinds on the rock . Sabretooth jumps down to the deck and meets Magneto coming up from below . They nod to one another and walk toward the front of the boat . On the deck is something covered with a tarp . Sabretooth pulls back the tarp to reveal Logan , still unconscious from the drug . ANOTHER , MUCH LARGER OBJECT is on the back of the boat under another tarp , but we can not see what it is . Magneto steps off the boat and looks up - up at someplace we can not yet see .

Cyclops pilots the plane as Manhattan comes into view . They bank to the south . Cyclops checks his monitors .

The X - Jet slows to a hover . It 's Harrier Jet engines tilt back until they are vertical to the water . The engines cycle down and the plane lowers until it is hovering a few feet off the surface .

The Jet 's engines cut and the plane splashes down into the water . It floats there for a moment and then sinks below the surface .

As the X - Jet sinks , the hatches close off and the wings retract to transform the plane into a submarine . The engines pull tight to the body of the craft and begin to propel it forward .

AERIAL VIEW : The water ripples as the submersed aircraft passes under the bridge and into the harbor .

C.U. on Logan . He wakes . His arms are cuffed behind his back . He is delirious and weakened from the drug . He looks around and sees that he is in an oddly shaped room with barely enough space for him and Magneto , who smiles at him in the half darkness .He looks at his watch .He steps out of the hatch and closes it .

Magneto who looks down . From atop what , we can not tell . Magneto comes to stand on a railing outside from his high perch , overlooking the island . From here we pull out to reveal at last where he is . HE IS NOT ON ELLIS ISLAND AT ALL Instead , he stands on the catwalk around the torch of the Statue of Liberty , about a mile away . He has his back to it 's gold translucent flame , looking over at the activity on Ellis Island , hearing the band and inhaling the cool evening breeze .And he turns to the bright lights of Manhattan and it 's millions of inhabitants .He brings a radio to his lips .

Sabretooth is tearing the padlocks off of the generator shed that powers the island .

Sabretooth grabs a hold of a fuse lever marked ìLiberty Display Lightsî and pulls it down . Turning it off .

Logan is now in darkness . He frantically pulls on his binds . No use .

Cyclops is monitoring the area above - water on a video screen .Cyclops , motioning to an open area of water next to Liberty Island .Cyclops pulls a lever . The X - Jet begins to surface .

Televisions all over the city show the Statue sitting dark to countless curious viewers .

The water level outside the X - Jet lowers as the plane surfaces .

The plane rises until it is nearly flush with the surface of the water - Not a hundred yards from an obvious Coast Guard cutter . Out the jet 's window , the Statue rises away into the fog that is now rolling in over the Harbor .

The OPERATIONS COMMANDER raises a radio to his mouth .AN AGENT 'S VOICE RESPONDS .

Liberty one this is Horizon. I repeat. do you copy? Liberty one this is Horizon. I repeat. do you copy?

IT IS MYSTIQUE . The lower part of her face and the whole her neck are that of a stocky man .She MORPHS back into her full self and smiles .

Uhhh, Horizon, we've seem to have had a shutdown at the generator, we're five by five. There now, checking it out. Everything is fine other - wise.

Jean , Cyclops , Storm and Rogue step off the wing tip of the X - Jet onto the island . They climb over the fog encased seawall and stand staring up at the Statue and the desolate island .

Magneto takes this moment in the darkness to point his hands and all of his concentration on the bottom of the torch . The air RIPPLES with magnetic energy as - the cap - like end piece of the torch begins to vibrate , metal groans , twists . WITH A CRACK OF METAL , it comes free , dropping to the ground .

Logan stares down through the hollow torch as the cap falls away into the fog .

The foursome are deciding how to proceed .Storm is surveying the layout of the island . She looks up at the Statue .They all look up . The cap of the torch is SCREAMING DOWN towards them out of the sky . It crashes down as they leap out of the way .Storm and Rogue start for the south entrance .

Magneto prepares to execute the next stage of his plan when he looks out over the island . A DENSE FOG has rolled in , obscuring his view of the bottom half of the Statue . He looks out towards Ellis Island and sees that the fog is localized over Liberty Island .

The Coast Guard boat Magneto came in on . The giant tarp on the boat and what is under it . IT RISES IN THE AIR , standing upright . The tarp slides to the deck to reveal : THE MACHINE . The one Kelly and Xavier saw . The air ripples as it rises higher in the air .

Storm and Rogue quietly enter the Statue 's museum . It is filled with scale models and full size displays documenting the history of Lady Liberty . One display showcasing the METAL STRIPS which line the Statue for support . They quickly head for an exit on the far side of the room . The lights go out . Darkness . A low guttural CROAK echoes in the void .Rogue runs into the darkness , heading for the exit . She dashes past a six foot copper replica of the Statue and out the door . As soon as Rogue is past , the Statue 's HEAD TURNS and watches her go . The replica blinks and the eyes turn Mystique yellow .

The machine is rising . Logan yanks at the manacles in an attempt to pull his hands free .

A giant room that welcomes the many visitors to the Statue . In the center is the old torch , placed there after the Statue 's 1986 restoration . The only light in the room is a soft red glow that emanates from the old torch . Cyclops notices a map of the Statue on a pedestal .Cyclops and Jean study the map , looking for the way to the torch . In front of them is the old torch . It 's eerie red glow is growing brighter .

The machine is now almost on him . Logan 's struggles turns to rage . SHOOK - He pops his claws and frantically cuts at the wall behind him , as the machine draws closer .

We hear an ominous LOW RUMBLE , as you hear on an overcast day just before a thunderstorm . SHEETS OF HEAT LIGHTNING begin to roll across the ceiling , lighting the room in sporadic bursts . Toad darts around the room . FLASH - Reptile eyes - DARKNESS . FLASH - A WEBBED CLAW - closer - DARKNESS . FLASH - leaping body - closer - DARKNESS . Silence . Darkness . The heat lightning continues to expose the room in rolling flashes . Silence . Darkness . Suddenly , behind Storm the sound of ELEVATOR DOORS OPENING . Storm spins and unleashes a BOLT OF LIGHTNING . The lightning strikes an empty GLASS HYDRAULIC ELEVATOR SHAFT . No TOAD .

ANGLE ON : The map of the statue . Cyclops watches as the dim red glow turns brighter and brighter . He turns to look up at the old torch - it glows FIERY RED HOT .THE TORCH EXPLODES . A RING OF FIRE wipes across the room . Cyclops and Jean duck behind the marble map pedestal as fire whips around them . Move up through the CEILING OF FIRE to reveal Pyro at the center of the old torch . His eyes wide , manipulating the fire like an orchestra conductor .

Rogue runs down the hallway , she stops . The sound of footsteps echo from behind her . The footsteps quicken from walking to running . Rogue runs to get away as the footsteps of her pursuer get closer .

Darkness . Silence - except for the sound of Storm 's own breathing . Storm 's eyes dart around the room , her senses are in overdrive . Suddenly , SLIME drips onto her cheek . A low guttural CROAK . Storm looks up - TOAD clings to the ceiling . WHAM . Webbed feet slam into Storm 's chest sending her flying into the elevator shaft . She crashes helplessly to the bottom - stunned . Toad 's head peers through the open elevator doors to the level below , looking down on the helpless Storm . Toad SMILES . His webbed finger presses the elevator button . The elevator doors above her close , sealing her in the glass tubular shaft . The ROAR of the hydraulic engine coming to life , the elevator begins its crushing descent down toward Storm as she lies at the bottom of the shaft dazed .

C.U. on Jean and Cyclops both pinned down . Fire sweeps around the map pedestal . Cyclops turns . BOOM - He fires a series of OPTIC BLASTS blindly through the fire , blasting the ceiling . Chunks of debris from the ceiling shower down onto Pyro . The inferno stops . Smoke fills the room , Jean tries to catch her breath . Cyclops stands and heads toward the old torch trying to draw a bead on Pyro . Cyclops does n't see him . When : A COLUMN OF FIRE erupts from the thick smoke , rocketing at Cyclops . Cyclops dodges , flipping a heavy wood table with flaming pamphlets on it - using it as a shield against Pyro 's fiery onslaught .

Magneto on the side of the torch 's flame raises the huge machine - while on the other side - LOGAN PUSHES HIMSELF THROUGH THE HOLE - his hands still bound behind his back , and slams against the outer railing of the torch . Logan looks around in shock . He realizes where he is . He looks out at all the activity on Ellis Island , drawing a greater understanding of Magneto 's plan .

With a MAGNETIC RIPPLE of the air Magneto drives the machine right up through the bottom of the torch like batteries in a flashlight .

Logan turns his back to the hole he has just emerged from and braces his cuffs against the rising machine . The machine pushes against Logan 's wrists driving his cuffs up against the top of the hole . CRACK . The pressure leaves the cuffs apart .

Storm 's eyes open , looking straight up . ANGLE ON : The elevator continuing its crushing descent . Storm struggles to her feet . Her hand presses against the thick glass elevator shaft , it surrounds her like a coffin . LIGHTNING strike the glass - to no effect . Storm frantically searches for a way out . She looks up to see the elevator closing fast . Storm raises her hands above her head . WIND begins to lift Storm 's hair . The wind picks up and starts swirling violently against the sides of the elevator shaft . Wildly , the wind whips around causing a CYCLONE within the glass shaft buffeting upwards against the elevator . The elevator groans as the hydraulics fight the unrelenting vortex of wind . Smoke begins to pour from the hydraulics , which whine in protest . At the center of the tornado stands Storm , a force of nature . As the elevator continues its descent the cyclone pushes outward . Small cracks start to appear on the glass walls . She is now forced almost to the ground . The elevator is now inches from Storm 's head . The floor is made of a thicker version of the same Plexiglas and we look up through it , the massive elevator looming over Storm . BOOM . The glass walls explode outward , showering the museum . Storm partly rolls and is partly blown from the shaft to safety . The pressure of the cyclone released , the elevator SLAMS to the bottom .

Jean , having caught her breath , looks over to : C.U. on Cyclops . He 's pinned down as fire wraps around the table - the fire is burning through . Jean , seeing Cyclops defenseless , stands up from behind the marble podium . She quickly scans the room and spots , on opposite walls near the old torch , TWO LARGE FIRE EXTINGUISHERS . Jean stretches out her fists and focuses her telekinesis . Pyro spots Jean - with one hand continuing to blast Cyclops , he uses the other to unleash an ARM OF FIRE toward Jean . Jean focuses as she brings her outstretched fists closer together . Suddenly - the two fire extinguishers crash through their glass holders . Like two gunslingers in a showdown . The extinguishers bullet toward Pyro . The arm of fire rockets closer to Jean . Suddenly , the EXTINGUISHERS COLLIDE EXPLODING in front of Pyro . Inches from Jean 's face , the ARM OF FIRE disappears . The COLUMN OF FLAMES against Scott VANISHES . The flames once covering the room are gone , a choking smoke is all that remains . Through the smoke , at the center of the old torch , Pyro lies dead , covered in a sea of white foam . Jean starts choking on the smoke . Cyclops stands and motions for her to get out of the smoke filled room .

The machine finally locks into place . Magneto raises a walkie talkie to his face .

Sabretooth grabs a hold of the lever for the ìLiberty Displayî power breaker and pulls up . Turning it on .

The lights of the Statue come back on . The crowd of dignitaries burst into enthusiastic applause as if it is part of the proceedings .

Magneto turns and opens the hatch . Magneto sees the hole - Logan is gone .

Magneto walks over and stares at the hole , clearly out by Logan 's claws . Magneto looks at his fingers after wiping the edge of the hole . Logan 's blood . Magneto looks down and sees Logan 's claw marks down the arm of the Statue , marking his escape . Magneto scans the island from his high perch . He does not see Logan .

The doors to the old torch room burst open - SMOKE BILLOWS OUT . Jean runs out coughing violently . Suddenly , Toad lands in front of Jean , grabs her head and before she can react , his tongue launches at her face . His tongue covers her face with an ADHESIVE SLIME . Jean falls to the ground . Toad looks back at the main entrance , sees Cyclops emerging and LEAPS up , out of frame . Cyclops stumbles out of the smoke filled building . Seeing Jean lying on the ground , he runs to her . Cyclops turns Jean on her back , ready to perform CPR . He is shocked , the slime has now hardened to Jean 's face . She is suffocating . He desperately tries to pry it off . The camera quickly pulls higher and higher revealing - TOAD 'S P.O.V.

Toad looks down , perched on top of the railing surrounding the base of the Statue - the same position he had before crushing the Secret Service agent . Toad arches his back ready to spring downward . He will kill two birds with one crushing leap . The sound of WIND . C.U. Toad 's face static , his eyes slowly look to the side . His head twists , looking over his shoulder . Storm stands behind him . Toad turns and hops off the railing towards Storm . C.U. on TOAD 'S FACE . Which is horrible .Suddenly the wind picks up violently . Toad moves closer - fighting the wind . Storm is MAD . A face we remember seeing on a young girl in Africa . Toad fights the gale force winds , his webbed feet adhering to the ground . He inches closer to Storm . Toad bares his FANGS .

On the ground Cyclops notices the wind howling with rage above him . He frantically pulls on the encrusted slime suffocating Jean .

Storm 's eyes widen . HURRICANE force winds blast Toad . Try as he might to use his sticky feet to hold on , Toad is blown back off his feet , catching the deck with his hands . The piece of the deck TEARS LOOSE still attached to Toad 's hands . He flies off the deck , past the metal railing . Toad 's tongue LASHES OUT AND ATTACHES TO THE RAILING . For a moment , Toad just flaps there like a flag . Storm RAISES HER ARMS . CRASH - A huge BOLT OF LIGHTNING strikes the railing . Toad is blown off the railing in a flash of electricity and -

Toad lands in the water . He disappears below the surface leaving nothing but bubbles .

Storm moves to the railing . She looks down at Cyclops and Jean . Suddenly , the metal railing on which her hands rest BEGIN TO BEND TOWARD HER .

Cyclops continues to pull on the slime . Jean 's struggles are becoming more panicked . Cyclops stops and puts his hands on Jean 's shoulders , pinning her down .Jean continues to struggle for a moment . She starts to calm down , her chest still hitching involuntarily for air .He takes a hold of her chin and grips it tightly . He FIRES A THIN , FOCUSED OPTIC BEAM INTO THE ENCRUSTED SLIME , splitting it in half . He pulls the remains away from her face . Jean GASPS for air . Then she looks up . Her face turns to horror . Behind Cyclops , towering over him is - Sabretooth . WHAM ! Sabretooth smashes down . BLACK

Rogue turns the corner of the hallway and trips , tumbling to the ground . Rogue watches from the floor as the shadow of her pursuer bends around the corner . The sound of their footsteps get closer . The shadow is upon her , turning the corner . It is LOGAN .Logan looks around to make sure it 's clear .Logan extends his hand .Rogue looks at Logan confused . Logan grows impatient .ANGLE ON : Over Logan 's shoulder . On the back of his neck we see some BLUE SCALES . Logan is not Logan , Logan is MYSTIQUE .

E.C.U. - on Magneto 's belt , which is lined with METAL STRAPS . Magneto 's hand comes into frame holding CYCLOPS ' VISOR and places it against one of the straps . The strap WRAPS ITSELF BACK AND AROUND , pinning the visor to the belt . He brings a radio to his mouth .Magneto turns to Sabretooth .Sabretooth exits as Magneto turns to reveal - Jean and Cyclops , without his visor , are trapped in a hideous tangle of metal -LRB- taken from the Statue 's steel bracing -RRB- forcing the two to face each other . Two sharp points of metal rest on either side of Cyclops ' head , locking it in position . Cyclops ' is close enough to feel Jean 's breath - if he opens his eyes , he will destroy everything in his path , including Jean . Storm is also encased in a myriad of sharp metal bands , pinning her to the wall . Razor sharp pieces of metal warp and close on her throat . All in all , they are completely disabled . Jean struggles to free them with her telekinesis , to no avail .Magneto stands next to Storm . Close .Magneto stares icily at Storm . As if to accentuate the threat , a piece of metal pokes ever so slightly into the side of Storm 's throat .

We find Logan - The real Logan . He has made it off the Statue and is about to jump off the seawall . He stops suddenly . E.C.U. of his ear . His powerful hearing enables him to hear Magneto .

Logan 's face shows the frustration . Again , he is forced to make a decision .

Magneto pulls out the chip taken from Cerebro and walks over to Jean .He tucks it in an exposed part of her uniform .Magneto turns to Storm .

The President addresses the audience . We move across all the world 's leaders sitting with their families . Men , women and children of every race , color and creed that the planet Earth has to offer .

Magneto pauses . Shock registering on his face that he could be wrong . Thinking . Considering what Jean is telling him . His mind races and calculates the possibility . Then :Magneto gets angry - squeezing the metal surrounding Jean 's head . Jean gasps . This drives Cyclops crazy , but he is helpless to stop it .Magneto 's anger is boiling over . THUD - the sound of footsteps , then another and another . The faces around the room look at the stairs as the footsteps get closer and louder .PAUSE . SUDDENLY : SHOOK - Logan 's claws shoot up through the floor , and through Magneto 's feet . Magneto howls . The claws retract and Magneto falls . Magneto , writhes in pain , rolling onto his stomach . Logan quickly comes up the stairs and into the Statue 's head . He stands over the crippled Magneto . Logan turns to Jean who is still pressed eye to eye with Cyclops . He is relieved to see her alive . ANGLE ON : Storm . She sees something . Several of the steel bands that support the top of the Statue 's head begin to move .THREE METAL BAND peel off the ceiling , coming to life with magnetic energy . They leap across the room and wrap around Logan . Forcing his fists to press against his chest . Should he so much as extend his claws , he will rupture his own vitals . The metal bands wrap behind his back . Magneto raises his hand and MAGNETIC WAVES RIPPLE . Metal groans as Magneto peels open a gaping hole in the top of Lady Liberty 's head . Magneto looks up at the torch . The wind howls . The AIR RIPPLES again as Magneto levitates the steel bands holding Logan , lifting Logan off the ground and out the hole in the Statue 's head .

WHAM - THROUGH the metal skin of the flame . Logan lands in the center of the sphere on top of the machine . Inside the sphere is a metal structure resembling the model of an atom . Its rings expand as it receives Logan . Logan looks through the hole in the frame , down into the hole in the Statue 's head , at Magneto .

Magneto struggles to his feet , pulling himself up by his hands . Magneto stares at Logan , impatient . Magneto stands with a hand raised up toward the machine . Then a slight motion of his wrist -

The rings start revolving just as it did with Kelly , back at the lair . Spinning slowly , then gaining in speed . The air around it RIPPLES , gaining in intensity .

MAGNETIC ENERGY POURS from Magneto 's hands toward the machine , behind him Jean and Storm watch helplessly .

The rings are spinning around Logan at such a speed , the rings themselves are no longer visible - merely a blur around the stationary Logan . Logan yells . Unthinkable pain , his skeleton beginning to glow through his skin . His eyes look down , through the hole in the torch , into the Statue 's head , searching for Jean . The deafening whine builds louder and louder .

Magneto looks at the incredible displays as MAGNETIC ENERGY flows from his hands continuing to charge the machine . Mystique emerges from the stairwell behind Magneto . Her eyes widen in awe .Mystique walks slowly toward magneto . Storm and Jean watch the torch in horror .Mystique ignores Jean . She stops behind Magneto . She looks up and sees Logan staring back in agony .Magneto tilts his head slightly , acknowledging Jean , but not moving from his task .Magneto turns .And she grabs the sides of his face and kisses him deeply . There is an awkward moment . Until : MAGNETO CONVULSES . Once , then again . Then he struggles to be set free . And MYSTIQUE TRANSFORMS INTO ROGUE . It has been her all along , using SHAPE SHIFTING powers borrowed from the real Mystique . Magneto fights to get free , but his power is being drained from him .Rogue goes to pull away , BUT MAGNETO WO N'T LET HER GO . Magneto grabs hold of Rogue 's throat - CHOKING HER .

Logan looking down , through the hole in the Statue 's head for Jean , sees Rogue and Magneto struggle . Logan watches helplessly as MAGNETO STRANGLES ROGUE . LOGAN YELLS - THE WHITE LIGHT BEGINS TO EMANATE FROM HIS BODY . His flesh starts to SMOLDER .

Magneto is strangling Rogue , who clings to his face - drawing his powers . The walls GROAN as magnetic energy RIPPLES through the Statue 's head . Rogue , choking to death , looks frantically at Cyclops for help . She raises one of her hands and uses Magneto 's stolen power to BEND BACK THE METAL POINTS so that Cyclops is able to move his head again . Without his visor however , he is still unable to open his eyes . Magneto , feeling the last of his power draining from him , grabs Rogue tightly and SLAMS her into the wall . Rogue slumps in Magneto 's arms and the two collapse to the ground .

The sound from the machine is DEAFENING . SUDDENLY - SILENCE . ABSOLUTE SILENCE . At the silence , all eyes turn to the torch . It is too late - THE MACHINE IS FULLY CHARGED . Logan 's eyes tense . He clenches his teeth . Logan does the unthinkable . SHOOK . The glowing white claws extend through Logan 's chest and out his back cutting three metal straps binding him . Logan ROARS in pain as he - Pulls his claws from his chest . SLASH - his claws rip through the inside of the machine - cutting apart the rings spinning around him . The translucent torch of the Statue is CUT TO PIECES BY THE FLYING METAL .

The President and the dignitaries turn . Secret Service rush to the window . A wave of panic sweeps the crowd .

Where the flame of the torch once stood , now stands Logan , his skeleton cooling down . Logan leans on the torch 's railing , his chest bleeds from the six claw wounds . Logan is exhausted . He looks down at his comrades still trapped by the metal bands . And Magneto lying powerless on the floor . SUDDENLY , from below - A MASSIVE CLAWED HAND strikes Logan 's chest . The blow sends Logan sailing back to the far end of the torch . Logan lies against the railing . Opening his eyes he sees - TWO CLAWED FEET following upward to a very angry , very large Sabretooth , towering over him . Sabretooth leaps at Logan . Against the New York skyline THEY GO AT IT , SLASHING AND HOWLING .

Several Coast Guard cutters head full - speed toward Liberty Island . ANGLE ON : Their decks covered with armed Secret Service .

Sabretooth picks up Logan over his head and throws him like a rag doll into the railing on the other side of the torch . Logan struggles to his feet - dazed . Suddenly , Sabretooth , running at full steam , tackles him . Slamming Logan into the railing . The metal railing bends . Sabretooth holds Logan by his wrists , trying to push him over the edge . It is several hundred feet to the ground below . Logan is weakening . Sabretooth is in complete control , he leans down near Logan 's ear .With all his might , Logan pushes his clenched fists as close to Sabretooth 's face as he can . SHOOK ! The claws pop . Sabretooth springs back to protect his face . LOGAN KICKS WITH ALL HIS MIGHT AND SABRETOOTH flies back to the other side of the torch . LOGAN leaps up and running at full speed , tackles Sabretooth - like a train plowing into a stalled car . The metal railing snaps and they both go flying through the air .

CRACK . Sabretooth and Logan slam onto the top of the Statue 's head . Logan rolls off the back of the Statue 's head and falls . Sabretooth stands and looks over the edge - nothing . All he can see is the Statue 's body curving away towards the ground . He smiles , and turns back to the hole .

ANGLE ON : LOGAN - Hanging from the ear of the Statue , the claws of his right hand embedded in the lobe at the end of three sets of long claw - marks . He looks up . A look of brutal determination crosses his face . Straining , he pulls himself up by his right arm . The cords stand out on his neck as he tries to get to shoulder level . He aims his left claw a little further up on the ear and - THUNK . He drives it in .

WHAM - E.C.U. Sabretooth 's feet as he lands on the metal floor . He quickly takes in the situation , Magneto and Rogue are still unconscious . He walks towards Storm . The air in the room starts to CRACKLE and Sabretooth 's hair begins to stand on end as it did when these two last confronted each other .Sabretooth backhands Storm across the jaw , knocking her out . As her head drops , he draws his claws and slashes it down . It STOPS , just before tearing open Storm 's throat , HELD BY AN UNSEEN FORCE . He turns and sees that Jean has focused her power in his arm . He smiles . He walks to Jean and tears off her bonds . He reaches out to grab her neck but his claw is stopped again in mid - air . Sabretooth just smiles wider and forces his hand forward . The outcome never really in doubt , the claw wraps around Jean 's neck . She begins to choke .Sabretooth lifts Jean by the neck and walks away from Cyclops as he chokes her .Jean struggles desperately against Sabretooth 's unbreakable grip , the life draining from her . Then -Sabretooth whips around , still clutching Jean to see - LOGAN - Bleeding , beaten and panting , and yet still standing defiantly over Magneto 's unconscious body .Sabretooth looks at him , disbelieving that this man can still be standing , let alone challenging him . and he starts to laugh .Logan grins .And with that : he extends ONE CLAW from his right hand , squats down , and cuts the piece of metal holding Cyclops ' visor to Magneto 's belt . He lifts it up and it slides down his claw to his hand . He casually throws it in the air .Logan looks at the visor and it freezes in the air . It flies across the room , right past Sabretooth 's head . He lunges at it with his free claw but just misses it . The visor lands square on Cyclops ' eyes , and attaches itself to Cyclops ' face . He turns . BOOM ! A focused OPTIC BLAST hits Sabretooth like a FREIGHT TRAIN . He drops Jean and SLAMS THROUGH THE WALL .

We see the side of the Statue 's head . Suddenly , Sabretooth BLASTS THROUGH THE EYE . For a moment Cyclops ' beam continues to fire through the eye as if the Statue itself is imitating Cyclops ' power .

Magneto 's boat still sits quietly next to the seawall . CRASH . Sabretooth 's body SMASHES THROUGH THE ROOF of the boat . The tarp flies up and drifts back down to rest over Sabretooth 's body .

Logan 's breathing is strained , a blood stain in the middle of his shirt , but he is in control . Logan looks up , his eyes met by Jean 's . He walks over to Storm and Cyclops and SHOOK ! cuts them loose . Jean and Cyclops catch Storm , who begins to come around . Cyclops smiles . Logan kneels down beside Rogue . He wants to comfort her but can not touch her . She opens her eyes and sees Logan .Logan stands . He takes a couple of steps before collapsing in Cyclops ' arms .

Several Coast Guard cutters and police boats reach the island . Men run across the dock as we pull up -

The Coast Guard , Secret Service , and FBI descend upon the island .

Security enters the smoldering remains of the old torch room . The walls blackened by a past inferno . At the center , Pyro lies motionless in a sea of foam .

Push in on MYSTIQUE who is tied up . Across her feet a crack of light as the door begins to open . Swish pan over to the NYPD entering the room . Swish pan back . Mystique has taken the form of a Secret Service agent .

A Secret Service spots the wreckage of Magneto 's boat and the large tarp which covers it . He pulls his gun .Three other agents pull their guns and aim at the tarp . The first agent pulls it back to reveal . nothing . Sabretooth is gone .

NYPD and Secret Service rush up the stairs and into the head . Magneto lies unconscious on the floor . The lead guy , an NYPD OFFICER in a flak jacket , holding a shotgun , stares up at the ceiling . He peers out through the gaping hole . Beyond the damaged torch the star filled sky is momentarily eclipsed by a aircraft - the X - Jet . The officer turns to say something , but stops - wondering if his eyes were merely playing tricks on him .

Cyclops , Jean , Storm , Rogue and about two dozen students all sit in front of a wide screen TV watching the Special Report on the Mutant Registration Act vote . As the Anchorman speaks we move over the concerned looks on all of their faces .A LOUD CHEER as the room erupts into celebration .The TV cuts to a shot of Kelly being grilled by reporters as he walks down the Capitol steps .As he is speaking , we cut to :

Even after last weeks terrorist vandalization of the Statue of Liberty by an unidentified mutant organization, the outcome of the vote was 51 to 49 in opposition to the Mutant Registration Act.

This narrow defeat was probably due in large part to the surprising last - minute reversal by Senator Scott ìFrankî Kelly, who until today provided the loudest voice in the cry for Mutant Registration. Earlier today, Kelly had this to say :

Kelly pushing past reporters .E.C.U. . The back of Kelly 's neck as he passes . A BLUE SCALE is visible above his collar .

The FAINT CHEERS are heard through the walls . HAZY THEN FOCUS INTO - light pushes through blinds . A gentle breeze moves them slightly . Logan sits up in his bed , his chest bandaged . VRRRIP - the sound of blinds being pulled open . Bright sunshine fills the room , washing across a box and a card sitting on a bureau . ANGLE ON : the card as Logan reads it . LOGAN - WELCOME HOME . It is signed simply , X. Logan reaches in the box , pulling out - a UNIFORM . He lays it on the bed . He pulls on one of the gloves , stretching his fingers in it . Perfect fit . SHOOK - He pops his claws through THREE METAL RINGLETS on the back of the glove - clearly it was made specifically for him . Logan looks down into the box for him .

From behind Logan we see him finish putting something on over his head . Logan turns into frame , he is wearing a dark blue MASK . It fits his head neatly . The sides arch up shadowing his ears , giving him a wolf or fox - like appearance . The shape is reminiscent of Logan 's sketch - the wolverine . Logan stands facing a mirror . The mask looks good on him and he seems to know it . Xavier is in the doorway . Logan pulls off the mask , embarrassed .Logan walks over to the closet and pulls out a shirt . He puts it on .Logan pulls a duffle bag out of the closet .Logan seems genuinely touched by the gesture .Logan shoves some clothes into the bag , but not all .Logan smirks . He picks up his bag . They exit the room together .

The celebration continues unabated . The newscaster on the defeat of the Mutant Registration Act muted , in the background - Storm , Jean , and Cyclops all sit around a table chatting . Rogue sits on the couch with other students , trying on a new pair of leather gloves .Xavier is in the doorway .Logan steps into the doorway . Everyone can see him now . Before Xavier can finish his sentence he is interrupted by - APPLAUSE - simple , genuine , applause . Students slowly stand up . Proud of Logan . For he is one of them . He is a mutant . And he is a hero . As the unconditional applause echoes around him , Logan seems sincerely touched by their spontaneous outpouring . He is almost choked up - almost . The applause quiet .All eyes are on Logan . Logan pauses . He looks to Xavier , then back to the room .Logan puts his duffle bag down . He walks over to the table with Storm , Cyclops and Jean . Jean smiles at him , so does Cyclops - his arm around the back of her chair . Logan sees them together , they are happy , and finally he offers a smile . Xavier holds for a moment at the door . A look of pride on his face , the pride a father has for his children .

A CLEAR PLASTIC HALLWAY That 's right , PLASTIC . Everything we can see - walls , ceiling , floor - is made , entirely , of thick , clear plastic . A THICK PLASTIC CELL There , in the middle , at the clear plastic desk , with two clear plastic cups filled with the only thing of color other than the two men in the room . Xavier and Magneto . They play a friendly game of chess . Magneto is notably without his trademark helmet . Two casts encase his legs from his Logan - inflicted injury . Xavier is on a modified plastic chair with plastic wheels .Magneto thinks for a while ; then :He stares right at Magneto . Xavier makes a move , Magneto counters . Xavier moves again .Chess pieces seem to visually mimic their conversation Xavier 's white pieces slowly surrounding Magneto 's Black King .And with that , Xavier places his queen gently down , taking away a knight .Just then , the door to the cell opens . A Guard waits . Magneto and Xavier stare at one another before Xavier turns and wheels himself out of the room . The door closes behind him , leaving Magneto alone with his plastic chess set in his plastic cell . And Magneto looks at the pieces before him . Something occurs to him . He smiles a wicked smile . And his rook LEVITATES , despite its properties , moving across the board and toppling Xavier 's king .BLACK

The Woodward Forensic Institute -LRB- WFI -RRB- is a 175 - bed Intermediate Security treatment facility for male and female psychiatric patients . Its primary clientele are those who have histories of committing criminal offenses and are either committed to the Department of Mental Health by the Circuit Courts of the State or who are admitted under authority of an appointed guardian .

PUSH in on a sleeping couple in the dark . The ALARM CLOCK reads 5:59 AM . The woman 's eyes open a second before the alarm beeps and turns it off . She grabs a glass of water on her bedside table and drinks it . Climbs out of bed past typical bedside photographs -LRB- wedding , vacation , etc. -RRB- . This is MIRANDA GREY : 30 , sharp and prettier than she knows .

Miranda slides through the water . Swimming cap on , goggles . Her STEADY BREATHING takes us in and out of the water . Something unsettling about this sound . Something slightly unsettling too about her detached manner . A person on autopilot , recognizing only the water and the perfectly aligned lap stripes leading her path . Like graphic metaphors for her own conscience : flat . She emerges from the pool and self - consciously wraps herself in a towel .

Miranda 's husband DOUGLAS GREY -LRB- older , a superficial analysis would suggest a father figure -RRB- serves breakfast . Miranda smiles thank you and goes back to studying a case file . He sips from his takeout coffee and reads the newspaper . A pleasant domestic scene . It 's 8:00 AM .

Miranda 's Volvo pulls in as students amble up the steps . Doug kisses his wife and hops out . Exemplary carpoolers . Students are already chatting him up as Miranda drives off .

Miranda 's car at some sort of guard gate . A BUZZER lets her in . As the car drives past we read the plate on the wall : `` WOODWARD FORENSIC INSTITUTE '' The gate shuts behind her with a certain finality as we .

Stark walls . Simple decor . Bookshelves packed with the according psychiatric tomes and diplomas . Miranda faces a troubled young mess of a woman , CHLOE : charismatic , deranged and forever trying to provoke . Mid - session :Miranda tries not to act surprised at this breakthrough . Responds with the even keel of a trained psychiatrist .Before Miranda can analyze that one , the room LIGHTS FLICKER AND DIE . Darkness . Miranda 's breathing speeds up .As suddenly as it went out , now the POWER RETURNS . A visibly uncomfortable Miranda checks the clock .She almost does n't seem crazy when she says this . Almost . TWO ORDERLIES appear at the door . Miranda nods for them to escort Chloe . Chloe shakes their hands away from her , strides off dramatically . The princess of the asylum .

It means you're finally past the denial stage. This is good, Chloe.

I should've taken care of my mother. She knew all along. You remind me of her.

Always so put together. Like you iron your underwear. Like your pussy is the apricot of the Promised Land and the bread of the -

Alright, the Devil. Why would the Devil visit you? It's already hell in here, what would he have to gain?

He grabbed me by the hair while I sucked him and usually I love that, I just do - maybe you can tell me why I love it so much - but not this time, he was just too rough -

Crazy people hear messages from God. Not the Devil. You know that, right?

You're not shrink appropriate and you're about to get promoted. Everybody's afraid of something.

Yourself. At least you should be. What are you up to this weekend?

Chloe McGrath - talk about trying to empty the ocean with a tea cup. She's a mess.

Do n't start with that. I already turned down the job. We're staying.

Hi, it's me. Are you there? Pick up, pick up. I'm on my way but I just got detoured so I'm.

Stay on the line. Do n't go anywhere. The weirdest thing just -.

Were you in an accident? Were you attacked? It's okay, I'm a doctor.

You're in shock right now, that's perfectly natural. I'm going to get you to the hospital. Okay?

Hands off me, okay? Tell me your name, do you remember your name?

How would you feel if you woke up in a goddamn cell, dressed like this?

Hi, my name is Miranda Grey. I'm a psychiatrist. I transferred here to the Woodward Forensic Institute a little over a year ago. My job entails dealing with a ward of schizophrenic women between the ages of eighteen and fifty - fife -

I'm a doctor, yes? Or was medical school just an elaborate dream?

You're establishing my personality as fairly intellectual, you do n't consider me impulsive or emotional.

Yes, that's fair. And following this pattern of analysis, we're about to discuss a traumatic event that rendered this psychological profile useless, correct?

You think I'm in denial. That I'm putting on a brave show - that this is a ` cover' for some unbearable emotion I'm hiding. Why?

I remember Friday night after work, if you say that was five days ago -.

Anyway, I asked you what you were doing for the weekend and you said the usual and you made a joke about writing country songs and drinking yourself to sleep and I told you I was going to look at some real estate in Willows Creek with Doug.

Because Doug had an alumni meeting at his school and he was going to get a ride back. He's the principal now, as you well know.

But wait - there was an accident before that, was n't there? A girl - she had been beaten. I took her to the hospital, right?

No, the cops were n't there. They were back on Main Road. A knocked - down telephone post, correct?

I might have called Doug to tell him something. Or checked my answering service.

There is no trouble in my marriage. You just used the past tense ; why?

Yes, Mr. Principal. Special occasion - I'm celebrating how proud I am of my husband tonight.

I'm sorry. The fact is I'm married and I - this is not me, this is a mistake.

You're dreaming. It's not real. An anxiety dream, that's all. That's all. This is dream logic. If it was real, they would have heard you scream. There are twenty employees on the night shift. Fact. At least twenty.

What do you think you're doing? I want to speak to my lawyer - wait, what are you doing?

Can you go in the shower and tell me if you see anything on the wall?

Your staff meeting's done and Thursdays you do n't schedule sessions until the afternoon. This will just take one minute. Promise.

Does n't seem like the best choice of words when treating schizophrenics.

Wait, wait, wait - Teddy, you know me. I would n't raise a hand at my husband for the life of me. Not even in self - defense. Is n't it remotely possible a burglar broke in or some crazed high school student attacked Doug and I went into shock?

The point is I'm the only person who does n't believe I killed my husband. I never thought I'd say this, but I feel like I'm in the middle of a conspiracy.

As a doctor I agree with you. Maybe - and this is a big maybe - all of this is just a deep epilepsy that extends to the limbic structures, but I'm telling you -

You tell me. But I do know what I sound like. Paranoia is the ultimate awareness, right?

I'm sorry. Is there any way we can pretend that did n't just happen?

I want to believe you. I do. So I'll take your word for it - you're not involved in this - but you take mine : I did n't write this and I did n't kill my husband.

Number one : I'm right - handed. Number two : I would have had to bring an X - Acto knife into the shower to do this, would n't I?

This is not going to work. I'm sick of being watched, and I know this place well and it does n't smell this bad.

I'm awake, I'm not dreaming. I'm alive - this is not some afterlife mumbo jumbo. So - called paranormal activity can be debunked a million different ways. So whatever you are, whatever it is I'm making up here - I'm letting you go, I'm setting you free. I'm the wrong person. And I need to sleep. I'm not afraid and I do n't believe and I'm fully aware that this is all in my mind - fiction - a concocted alternate reality - and I acknowledge it. And now I'm done with it. I'm going to sleep now.

Besides, if you really were the ghost of Rachel Parsons, you would let me out of this cell.

What about these other dates, was Phil here when the other girls went missing and found dead?

Rachel Parsons disappeared six years ago. A week later she's a suicide. Andrew White, four years ago, same M.O., and Jenny Dixon, two years ago. Do n't you find that unusual?

Not one left a suicide note. In fact, how is anybody sure these were suicides?

That's his story. I need to talk to the reporter who wrote that. Frank something.

You're telling me the one local investigative reporter who connected three highly - suspicious deaths, just happens to have conveniently died?

Do n't be smug, Pete. That's one thing you've never been. Rachel is somehow connected to what I'm going through. I do n't know how - like you said, I'm not in a frame of mind to process the information without assistance. So I'm asking you for assistance.

Look, Chloe - the person who did this to you is not the devil. And if you can identify him, I'll make sure the motherfucker is arrested.

Do you know his name? Maybe you saw a nametag on his uniform? Think.

Bear with me, I'm just parking it out of the way so it wo n't look suspicious in the middle of the road - okay.

I understand. And I'm sorry. But there is nothing I can do about it now. It has nothing to do with me.

Yes - I - I just pulled over. I was - looking for a bathroom. Morning sickness, you know.

I'll be on my merry way now. My husband will never forgive me if I get a ticket for trespassing.

Mrs. Parsons, you need a therapist. Normally I would encourage you to schedule a session with me but as you can see -

That code belongs to a safety deposit box my husband kept in a bank up in Newcastle, that's where his parents live.

Peter, I did n't believe in ghosts before this. And neither do you.

Chemical deficiencies ca n't get inside of you and make you do terrible things you do n't remember doing!

No, you're not. You're a close - minded academic, just like me. You told me once that I was the most logical person you knew, remember? Well, everything that's happened has an explanation but it has nothing to do with psychiatry or science. Rachel Parsons was abducted and she was murdered six years ago - tossed off the Ashley Bridge by my husband. My harmless, righteous ` community leader' husband - that's how pathetically blind I've been. Andrea White and Jenny Dixon were also abducted and murdered - now this was before I met Doug but I bet you anything that they both went to his school. Then he obviously stopped for a while : fear, guilt, distractions - namely me - delayed him from reverting to his sickness. That's why I did n't notice anything. I believe he really tried to lead a normal life, for me. Then along comes Tracy Seaver and he ca n't resist. Locks her up and tortures her in some abandoned property -

Rachel Parsons is a pissed - off ghost with an agenda, furious at her parents for giving up on her - she's been trying to communicate with them for years but they're too goddamn logical to pay attention - and she picked me, she sought me out that night and sent me home to fix her problem. Made sure I killed Doug because he was going to do the same thing to Tracy Seaver as he did to her. And she will get rid of anyone who stands in her way.

To you? I'm telling you she nearly electrocuted me when I tried to leave town and she led me to that barn and if I do n't do what she wants - she's going to kill me.

I need you to at least consider the possibility that I'm not insane.

Consuelo, I appreciate what you're trying to do, but I honestly do n't think this ghost will go away if I pour some egg powder on myself -

I do n't know how to do that - I'm not qualified for it. You do it.

I've done everything you've asked me to. My life is ruined. I ca n't take this anymore. I ca n't.

You have to step into the light, Rachel. You do n't belong here - you do n't belong.

Please do n't. Why are you doing this? It's over. Over and done!

Stop it! I do n't want to see this! I ca n't help you anymore! Stop it!

What are you going to do? Put on his uniform and walk out of here? Think about it, Chloe. They know you have him. The place is crawling with cops.

You're right, doctors never concentrate on the things patients are actually capable of. But I know you, Chloe, you've been through things that most people do n't survive. And you have a wonderful future in front of you if you choose it. It's up to you.

No more guilt, no more hatred, no more unbearable sadness. You have no use for any of that anymore. Your life begins this very second.

` Not alone.' That's what Rachel has been trying to tell me all along. Doug was not alone. You were with him. This whole time it's been you. You covered up their deaths to look like suicides.

Be that as it may, you're afraid too - because you know killing me wo n't solve your problems.

What about Parsons? And Peter? They know. And that girl in the hospital will never forget your face. You miscalculated, now you pay.

I sure hope that felt good because you ca n't afford too many more signs of struggle. Can you?

So we're even. You left that door open so I'd try and run, it's what you get off on, is n't it?

And yet you have to make me look like a suicide. With what, your belt?

I do n't think that's going to satisfy you. You wo n't be able to do this clean. You have too much guilt inside.

You're losing grasp of the situation. It was different with those girls. I bet all they did was cry and scream.

Dear Pete. Hope this finds you on both feet, preferably having been promoted to director after Phil's retirement. Not that you had much competition, but a big hug to you anyway. I was as surprised as anyone to read about Sheriff Ryan's suicide and the startling discovery that it was he who murdered my late husband. I wish I could personally thank certain people for their convincing testimonies in the case.

As for myself, I have a new name now and a job working with teenage girls at a runaway shelter, trying to keep an open mind at the horrors they tell me.

Which reminds me : Consuelo the Cuban witch is a keeper, do n't fire her. She knows things about the world you and I do n't.

Well, got ta run now, I have some country songs to write and lots of social invites to decline.

P.S. And in case you're wondering what the chances are of me buying you a beer and maybe finishing something we almost started, the answer is : it's just not going to happen. Especially not at McSorley's next Friday night. Say around nine. So you probably should n't bother showing up. All my love, M.G.

You fucking cow giving me the evil eye, huh? Fuck you, you fuckin' voodoo witch -!

You hate me because now you're just the same as me. You must feel so embarrassed.

That's just a pat answer you have because you're new at this. Trust me, I know what I'm talking about.

The shock wears off and the guilt kicks in. And that guilt is the real motherfucker. You'll be watched 24/seven, because they're afraid you'll kill yourself. Dr. Graham will question every harmless gesture, every innocent comment, ever twitch you make and eventually - and it's a fucking tedious ` eventually' - you'll stop hating yourself for what you did. But what replaces that hatred is this unbearable sadness. And you do n't lose that as long as you live.

Nobody better fucking move up there or I'll blow this piggy's head off!

That means you, fucko. Up on your feet or I'll start by shooting his ear off.

Tell junior the grownups are talking now and he's not allowed in here. Do it.

Look - let's not confuse things. I like you. But this is my only chance.

What are my options? To grow old in this place? It's clear they will never let me go. Never. Ever.

That's a lie! I'll never stop being sick, they'll just find something new that's wrong with me. No wonder you doctors ca n't help anyone - all you have are deficit columns and stupid tests designed to point out what part of the puzzle you think we're missing!

Thank you for everything, Dr. Graham. I'll never forget all you've done for me.

Well, I guess this is it. I hope not to see you again unless it's for coffee or something.

You do n't have to tell me if you do n't want to, but - have you ever heard anything from -?

Miranda locks her office , armed with paperwork . The end of another workweek . DR. PETE GRAHAM , a good ten years older and Miranda 's best friend on the job , approaches .They walk along with the easy confidence of colleagues who not only respect each other , but enjoy each other . A lot .They have reached an office marked `` DR. PHILLIP PARSONS DIRECTOR '' and peer in to see Parsons -LRB- 50 's , distinguished , commands respect from everyone -RRB- on the phone . He gestures for Pete to sit . Miranda is about to exit when he covers the mouthpiece -Parsons looks through his appointment book .He nods at her with a smile and returns to his phone call .

It's not shrink - appropriate to be afraid of the dark, you know?

Write a little country music, decline invites to grand social events, drink myself to sleep - the usual. You?

Miranda, my wife keeps wanting to set that dinner with you and Doug. Are you free tonight?

You've been here a year already, Dorothy's starting to take this personal. How's next Wednesday?

Miranda, this is very awkward. Technically I should n't even be treating you but the court has granted us a waiver until you're transferred. So whatever is said here wo n't leave this room. I wo n't tell Parsons, I wo n't tell anyone.

I understand you're upset. But we need to put some things in order.

I do n't mean how long you've worked here, I mean how long you've been staying here.

You were admitted to the neurosurgical unit seizing violently. That lasted three days. Scans revealed left - sided weakness, numbness and severe fontal lobe deficits.

You came out of it and tested negative for PCP, underwent extensive hypnosis and received amytal injections.

You were tied down for a day and a half so you would n't hurt yourself and then you went into a state of, well -.

You're the most logical person I know, bar none. Plus you have a photographic memory - unconfirmed, but you do remember events and phrases more accurately than anyone around. Why am I telling you this?

There was indeed an accident, you were detoured by the cops. But there's no report of any girl.

Let's backtrack a second. You left your office, you were driving home, you got detoured by the police - Did you call someone on the phone that night?

It's going to be alright, Miranda. You just need to sleep. It's going to be alright -

I'm sorry. That was out of line. I feel like a school kid hiding from the Principal.

Do n't be too hard on yourself, Dr. Grey. You have n't done anything wrong.

It means they would n't have let me treat you if they thought I had any kind of involvement in what happened.

No. We got disconnected and I could n't get through to you. I sat there waiting all night. Figured you'd changed your mind.

Because the only way you'll be able to accept these events is if you remember them on your own. My job is to assist you in processing that information because you're not in a frame of mind to do it by yourself.

I can stand here all day. All week. You're the one running out of time.

Because no matter what's going through your mind right now, I have n't done anything wrong.

You admit you're having a hard time differentiating what's reality from what's hallucination, right? So is n't it at least possible that -

You're the only person who can figure out what this means. Try to remember. Stop holding back.

More like an uncontrollable reminiscence. Intense, over - cathected. She's not feeling guilty of her actions, not exactly. Sounds to me like last night she actually re - lived them in great detail.

That's exactly what she suggested. Even in her present state, her instincts remain impeccable.

Miranda, you've seen that photograph at least a dozen times, every time you've been in this office. You're just confused -

I perused Miranda's files on Chloe McGrath - they're damn comprehensive. Maybe she was a bit obsessed with her.

Yes. As a matter of fact, I was part of the search party that found the body.

You can imagine. Actually, Phil was in Houston undergoing triple bypass surgery when it happened.

Where are you going with this? First I'm a suspect in Doug's death, now what, Phil Parsons murdered his own daughter?

What same M.O? One jumped off a bridge, one hung herself and one crashed her car. Who gave you this?

Frank Albright was an eighty - year - old retired sociology professor.

This is a fluff piece about teenage depression and the breakdown of the nuclear family. You can find one in any local paper, anywhere, any other week!

Listen to me. You are not well. I had hoped once you remembered the murder we could deal with your feelings about it but these fixations : Rachel Parsons, Chloe McGrath - are self - created distractions to avoid looking into yourself. And the longer you -

We need to get Miranda back to the institute. She needs psychiatric care, not a prison cell.

I pulled a lot of strings to get you transferred back. The best case scenario you're looking at right now is five years here. Five. Under my -

But you know that the brain is fully capable of tricking you into seeing all sorts of things. The simplest chemical deficiencies can -

Hey, you never know. It's a small world, unless you have to clean it.

Not your fault. Patients always find a way to hurt themselves if that's what they want.

Are you complaining about his methods or are you referring to the nature of your past relationship with him?

He explained there might be a conflict of interest because he has feelings for you. You two engaged in a kiss at one point. Am I right?

I told him we're all grownups here and the fact is he's the best doctor on my staff. As such, and given the severity of the charges you face, I consider him the most qualified person to assist your recovery. Now, if you'll excuse me, Sheriff Ryan is not a patient man.

Hypermnesis following amnesia. Could a specific epileptic element be involved?

Teddy Howard is top notch. He's going to do everything in his power - and he's quite resourceful - to prove you're not fit to stand trial. Miranda, I know you have no family left, so we're your family now and we're all going down to the wire to protect you and help you in any way we -

Rachel was a very troubled girl. Handicapped since birth. She was born mute. My wife and I tried everything to help her fit in but. but she ran away from home more than once, wanting to end her life.

And she finally succeeded. Jumped off Ashley Bridge. She was only seventeen years old.

We've transferred her to a higher security room on the fifth floor. That's my final concession to any type of special treatment.

Peter, we have one hundred and forty employees. Thirty - five work maintenance. They all wear yellow shirts, it's their uniform. I'm holding a very discreet inquiry, sure - but I do n't want a news van parked outside day and night. It makes much more sense that she tried to escape and got caught, does n't it?

The scariest gift God gave us is our minds. And a bright person like Miranda - she's grasping at straws here - who knows what her brain is telling her, now that it's snapped.

You're making a complete fool of yourself. Do you realize what you sound like?

This proves that her story is true : my daughter appeared to her in some form and guided her through all this, putting things right.

I of all people hold logic, reason and facts above everything else. And seek the truth through proof and proof only.

The fact remains my daughter was murdered and Miranda stopped the killer. A killer who was loose under your incompetent nose for over six years. We do n't know how many future victims were spared, but we do know she saved that girl in the barn's life. And that's more than you or I can say -!

I'm sorry. I will never forgive myself for what happened to you. Not as long as I live.

Officer, unlock the goddamn door to Miranda's cell or I'll break it down myself.

Miranda drives off , leaving the majestic grounds behind . A GUARD waves her off . END OPENING CREDITS .

Miranda slows down at the sight of colored lights up ahead . A knocked - down telephone post blocks the road . EMERGENCY VEHICLES at the scene . A patrolman waves her down .

SHERIFF RYAN , 40 'S , recognizes her and ambles over .He taps on her hood and heads back to the site . She shifts into reverse and makes a U - turn .

Nah, telephone post just decided to fall. It'll take us a while to clear this up so I'm afraid you're gon na have to take the long way home, Miranda.

That a girl. The law never sleeps and all that. You take care now.

Mr. Howard - let me simply list the events your client was involved in last night. First she drugs a janitor, steals his car and escapes a mental institution -

Mr. Howard - there is n't evidence because the overdosed janitor has n't woken up, that's why - and when your client was questioned on the matter she admitted to injecting a full syringe of -

Mr. Howard, this is not a courtroom. Your client was read her rights and she still insisted -

An ` incident' - for lack of a better frigging word - involving Miss Grey and a teenage girl who's been tortured and is in critical condition and chances are slim she'll even utter another word.

A runaway from Portland, Tracy Marie Seaver. Reported missing a couple weeks ago. We found Miss Grey in some barn off Willows Creek with the girl all messed up. I'm just now waiting for the surgeon to give me an update.

Notice, Counselor, how I'm not even mentioning her trespassing or lying to a police officer.

He's not at liberty to answer that. You've had enough goddamn coffee already.

Because she's at the station right now, demanding to speak with her.

Do n't push it, Doctor. She's cuffed until your people secure her in a cell.

Has it occurred to you that maybe she knew what her husband was doing to those girls?

Maybe she could n't stand the guilt and cooked up this far - fetched tale to tug at everybody's heartstrings. The fact remains she hacked her husband to pieces.

Calm down. For the record, that girl is on a ventilator. The doctors do n't think she'll make it through tonight. Now, you want to stand up in a courtroom and tell a judge that a ghost is behind all this, that's your prerogative - but I have to abide by the law. And the law says Miranda Grey faces criminal chargers. So here's what we're going to do. I'm going to leave a cruiser outside to make sure you do n't go anywhere tonight and two of my deputies will go guard Ms. Grey until tomorrow morning. Phil?

There will be no breakouts, no aiding and abetting, no taking the law into your own hands. It'll take an Act of God for Miranda Grey not to show up in that courtroom tomorrow. Are we clear?

Young lady, I do n't know how you think you can get out of here, but -

And just exactly who would believe you? No proof, no living witness. Everybody knows you're crazy.

I want that woman in custody. She has a judge to face in the morning.

This is n't one of your word association games, Doctor. Did Douglas tell you that night?

You think me and Doug are monsters. That this was all a carefully laid out plan with those girls. But it was n't that at all. You do things sometimes and you're not sure why you did them. Then you realize you can live with them and so can everyone else. Life goes on.

Back to profiling, huh? Your thought process is completely transparent.

But I can smash your teeth out and make it look like you bashed your head against the wall. Now shut up, take off your goddamn shirt and pull off your bra.

Doug mentioned you were painfully ` modest.' But enough about you, let's discuss Rachel.

She was no crippled saint. Was n't the first time she turned up at Doug's house all messed up.

Sure she was a minor, but she was n't going to let that get in her way.

Those other girls - make no mistake - they knew what they were getting into.

I'm not saying they knew they were going to die, but truth is, Doug and I did n't know it was going to end that way. It was just the natural extension of that moment. So yeah, we fucked them and we killed them. And we knew it was wrong. Sure we did.

It was n't some satanic pact, society did n't make us do it. But I believe given the proper circumstances a person is capable of anything - certainly in my line of work you see it day in, day out.

Chin up, Doctor. You wanted to get to the bottom of this and you did. You followed it all the way through. This is how it ends.

Doug settled down once you two got married. New start and all that. Wanted nothing to do with this runaway I'd found, Tracy Seaver -

Or so he claimed. Because the truth, Doc - is people never change. The son of a bitch could n't resist. I asked him to dump the body and instead he went found some barn to work her out of his system some more. Go fucking figure.

You ca n't count on anyone, even friends you've had your whole life.

You need me alive for your story to stick. Be logical now. You know you ca n't kill me.

Miranda drives down the curvy road toward an old bridge . Something definitely creepy about this deserted place -

Miranda dials a number on her cell phone , gets the machine .A bump on the road makes her drop the phone on the passenger seat . She reaches for it and when she looks up we see : POV THROUGH THE WINDSHIELD A TEENAGE GIRL stands smack in front of us . Naked . About to get pummelled by us . BACK TO SCENE Miranda swerves to avoid her and slams into the railing . METAL SCREECHES as she struggles to regain control of the car and finally BRAKES TO A HALT - She looks in her rearview mirror : the girl is standing back there . Drunk or high or in any case completely out of it .She stares at the dead phone . Punches the buttons on it . No go .She tosses the phone on the seat and hops out of the car .

Miranda cautiously approaches the girl , who is now not moving . Just standing there . Her back to us .Nothing . As we get closer we see she is covered in bruises . Clearly something horrible has happened to her .And now she turns . Young , seventeen tops . Busted lip , black eye . Miranda pulls off her coat , wraps it around the girl -The girl suddenly grips Miranda 's arm . Hard .Now the girl is touching Miranda 's face . Her movements desperate , smothering . Like the movements of a drowning person . Miranda tries to push the girl 's hands back down .The girl tries to speak but no words come out . Instead she produces a strained , wettish sound . Creepy as hell . And now she is prying Miranda 's mouth open and she 's much stronger than expected and Miranda is panicking -The girl opens her own mouth wide like a snake . And as Miranda muffles a scream , blood starts leaking out of the girl 's eye sockets and from wounds all over her body .

Miranda wakes up in a cold sweat . Just a bad dream . A beat . FAINT at first but GROWING LOUDER , we hear a REPETITIVE SOUND outside . Like an ECHO of some sort , but vaguely familiar : THWIP , THWIP , THWIP . Miranda takes a deep breath , reaches for the glass of water on her bedside table . Except . it 's not there . She turns to her husband but he 's not in the bed . And now she glances around the room and realizes this is not her bedroom . She climbs off the bed and walks in the dark . Trips over something . A TRAY that CLANGS LOUDLY . Her heartbeat goes haywire . She feels her way along the wall to a small opening in the door . A glass pane . She peers through the glass at the empty corridor outside , realizing what this must mean , realizing she 's inside a cell . She jiggles the handle and pounds on the door , frantic -

CAMERA SOARS through the tall iron gates , past the guard . Now we spot the source of our continuing THWIP THWIP sound : sprinklers watering the impressively - kept gardens . The expansive complex is more Victorian campus than drab prison , with separate wings -LRB- male and female -RRB- , research units , libraries , gym and volunteer outpatient center .

A bored group of female patients listen to a social worker lecturing them . A janitor mops a long corridor . Patients study at the library under the watchful eye of orderlies . A doctor and two orderlies hold down a patient having an epileptic fit -LRB- we 'll soon know her as SHELLEY -RRB- . They force a biting block in her mouth to avoid her swallowing her tongue , prepare a syringe . Institute director Phil Parsons at a meeting with other doctors , discussing a patient 's progress on a chart . Now we are MOVING up the main building 's wall and THROUGH large windows into -

Pete rushes up two steps at a time , passing by a NURSE WITH A CART OF MEDS , who nods respectfully as he goes -

An ORDERLY unlocks the door for Pete . Through the glass pane he can see a visibly upset Miranda arguing with the head nurse : a tough as nails woman in her 50 's : IRENE .Peter forces a smile , enters -

Pete nods at Irene : it 's okay , he 'll take it from here .Peter is half - listening to her , half - signaling to the nurse with the meds to come in . Miranda catches all of this , growing more agitated . She wears the uniform all patients wear : a white T - shirt and sweats . Her wedding ring is gone .Pete grabs the meds from the nurse . Irene and the attendant step closer to help . Miranda feels them closing in on her . Peter 's tone is infuriatingly gentle :She looks at the silent faces around her . No sympathy . Or maybe too much sympathy . Either way it 's unnerving .The nurse complies . Miranda stares at the meds , trying desperately to put this into some kind of perspective .Awkward nods from Irene , the nurse and the attendant . Pete holds Miranda 's gaze . Miranda takes her meds .Pete motions for the others to leave them alone . One by one they file out and lock the door behind them .

Miranda paces . Alone with Pete , she is even more upset .He hesitates , unsure where to begin .This stops her . Wanting desperately to whip out a comeback but realizing she does n't know the answer .The hint of sadness in his voice alarms her .Miranda shakes her head in disbelief , but we - FLASHBACK - INT . NEUROSURGICAL UNIT Miranda seizing violently FROM HER POV : Doctors struggling to contain her . Arms thrashing , legs . FLASHES of the wall , the floor . Head crashing against a cart , out of control .FLASH : Miranda being tied down . A nurse with a syringe -

She looks down at her wrists with the reddish marks .Miranda , speechless . Reality sinking in .Pete shakes his head emphatically .A pause here . He 's waiting for her to continue . She 's not used to being on the other side of the therapist 's table .She stops here . Pete waits . The silence is deafening . She pushes on , but her hands shake a little .Pete nods . Miranda is all foggy on the details :FLASHBACK - ANTIQUE WIND CHIMES sway in the night breeze with their gentle tinkling SOUND , more menacing than joyful -

A breathless Miranda wipes her face , leaving a thick streak of blood on it . EXTREME CLOSEUP - MIRANDA 'S EYE Jittery , alert . We scour her every blood vessel , iris , pupil . FILLING the SCREEN and now we distinctly make out an eerie shape reflected inside of it . But just for a sec - The teenage girl .

Miranda shakes the puzzling images out of her head :She shakes her head emphatically as we : FLASHBACK - INT . LOFT - NIGHT CAMERA PANS ACROSS the large space to find Miranda and a MAN -LRB- whose face we do n't see -RRB- kissing heatedly .

Miranda chases the disconcerting image out of her head .His face says he does n't know how to tell her .Frustrated , she snatches his cell phone and starts to dial :This stops her cold . Time stands eerily still . She stares at Pete as if by looking at him long enough , he will contradict his statement .

Irene and TWO NURSE rush to Miranda 's cell . WE HEAR her hysterical CRIES from inside - 19 .

Pete struggles to contain Miranda , who howls disparagingly .Off Pete 's nod , a nurse injects the syringe into Miranda 's arm . They hold her down with great effort as she continues to cry , and we . FADE TO BLACK . FLASHBACK SEQUENCE - SERIES OF SHOTS A blur of images and scrambled snippets of memories come at us rapid - fire , like a drug - induced dream :

Miranda 's CAR SCREECHES to a stop and she jumps out , glances around .

Graduation night . School principal Douglas Grey shakes hands with proud parents and clumsily formal students . Miranda grabs a drink from a nearby tray , bored .He smiles weakly at the compliment . Moves his hand towards her , in an affectionate gesture -LRB- or so Miranda thinks -RRB- but instead fixes her bra strap . Ever methodical .

Doug laying on the floor covered with bloodstains . Bloodstained axe on floor in f.g. Walls covered with bloodstains .

A flustered Miranda fumbles with her purse and keys , heads for the door . She tries to fix her smeared lipstick and messed - up hair . TURNS TO CAMERA :First we hear our mystery man 's voice , then we see him : Pete . -LRB- Yes , the same person she kissed and went to the movies with . -RRB- He places his hand on the door , blocking her .He smiles . Touches her face tenderly . Torn . A person used to doing the right thing but not liking that at the moment .He nods . Opens the door for her . She starts to walk away .

PUSH INTO a quiet house on a quiet suburban street . Two Volvos parked in the driveway . Perfectly - kept front lawn . FLASHBACK - INT . MIRANDA AND DOUG 'S HOUSE Another near - subliminal glimpse of Doug laying on the floor covered with bloodstains . Bloodstained axe on floor in f.g. Walls covered with bloodstains .

Miranda and Doug laugh at their wedding . It 's clearly hot , because she wipes sweat off his brow with a handkerchief .

A breathless Miranda wipes her face , leaving a thick streak of blood on it . She looks down at her hand , noticing the blood - and now we are back in -

Miranda wakes up with a start . The darkness renders the room almost void of any color . Monochromatic . It takes her a moment to orient herself . Her eyes wander across the unfamiliar room , feeling like she 's being watched . We become aware of a RAGGED BREATHING sound . Like somebody is standing over her bed . But we do n't see anything . Miranda gingerly crosses to the door and peeks through the glass partition into the empty corridor . She glances back at the room , stills seeing nothing - and bangs on the door .She waits . Bangs on the door again .A beat . And now finally we hear FOOTSTEPS APPROACHING . A light is switched on down the corridor . The FOOTSTEPS get CLOSER . and CLOSER . Miranda tries to appear composed . Wipes sweat off her forehead . Fixes her hair . The FOOTSTEPS now STOP right out side the door . A KEY goes into the lock and JIGGLES it . Miranda waits for the door to open but nothing happens . Confused , she steps up to the glass partition and peeks - The second her face touches the glass , she is met by a pair of piercing eyes . The eerie teenage girl . Miranda jumps back , screams . And when she looks up again , the image is gone . A beat . Rational thought kicking in -She props herself with her back against the wall . With a view of the whole cell . Just in case . Staring at the door .And now , FAINTLY at first , but GROWING LOUDER - FOOTSTEPS can be heard APPROACHING outside . Just like before .Like her life depends on that mantra . The FOOTSTEPS get CLOSER . And her voice begins to falter -And now the FOOTSTEPS pause outside her door like before and she holds her breath , horrified , when suddenly we are hit with the sudden glare of returning light . EVERYTHING FLASHES WHITE and then COLOR RETURNS -

Actually I do mind. I start calling you ` doctor' and everybody else wants to be called ` doctor' -

It's not a Mexican prison, toots. Everybody here minds their own business.

State law says we keep you ladies clean. And I'm a stickler for the law.

I looked away for a second. It's unacceptable, wo n't happen again.

They insist her room was properly locked, what else could they say?

She's a hero. Little Red Riding Hood put the big bad wolf in a coma.

It's only a power outage, ladies - let's call it an early night.

Irene tries to shake Miranda awake . An orderly and nurse stand by .No reaction .She shakes her harder . And now Miranda 's EYES SHOOT OPEN and she grips Irene 's arm . Hard . Like the teenage girl did .Miranda stares at her , coming back to . Starts to speak but has no voice . Clears her throat -Irene reaches out her hand and the nurse places a cup with meds on it .Irene shoves the meds into Miranda 's mouth -She struggles as they hold her down and Irene sedates her .

DRIFTING PAST the female patients at their usual activities . Some watch TV , play dominoes , some pretend to read , some stare out blankly . Here 's Chloe at a table , engaged in some sort of trivia game with a tattooed Southern redhead named JENNA :Chloe shrugs , if you say so . Jenna resumes :Chloe checks a reference book . Nods , impressed .CAMERA FOLLOWS HER INTENT GAZE to another patient , SHELLEY -LRB- the same patient we saw earlier mid - fit -RRB- moseying across the room . Nervously takes a seat beside Miranda .It takes a moment for the heavily - drugged Miranda to react . She looks up slowly : eyes glazed , painfully out of it .Miranda notices Shelley is toying with a wrinkled NEWSPAPER CLIPPING . Shelley catches this look and slides it over to her . Without malice , like a child .It reads `` SCHOOL PRINCIPAL SLAUGHTERED . WIFE UNDER ARREST . '' Photos of Miranda , Douglas , their house . Miranda stares at it in disbelief . Growing sick .Miranda slides the clipping back to Shelley , clueless as to how to get out of this conversation , but Shelley has no problem holding a conversation all by herself -She hands Miranda paper and some crayons , whispers :With a wink , she 's gone . Miranda looks at the room around her : Chloe spying on her in the corner , Irene and the nurse sharing a laugh , other patients ambling about , arguing - Life among the insane .

Mallorol, Matzine, Megaphen, Meallaril - S, Meleretten, Meleril, Mellaril, Mellaril - S, Mesoridazine, Methotrimaprazine, Mixidol, Moban Modalina -

I never got shrinked by you but all I hear is nothing gets past you, I mean, that's just hearsay and I do n't pay much attention to hearsay because now they say you hacked your husband with an axe but I say maybe it just slipped, right?

Chloe did. Who knows how? Not me. Around here I'm on a need to know basis about stuff and most stuff I do n't need to know. My point is about people talking behind other people's backs. Like before I was here, everything I did I thought, ` this'll get them,' wanting their approval, wanting them to say good things behind my back. But now I'm more anonymous, more myself. I'm Shelley.

You're not like, undercover here, are you? They pulled that at Spring Grove, had a bunch of doctors pretend they were patients, see if they could handle it. Most quit after day one. You're not, are you?

Because if you were, I'm like the Fort Knox of secrets. Ask anybody.

What I do is quit constantly, start again. Drives them all crazy. One day I quit three times.

They allow me one match at a time and pretend they're not watching. Check it out : salivating goon number one at three o'clock, oh - so - inconspicuous goon number two at five o'clock.

Very perceptive, Doc. I burnt down the building where I worked. I found a baby at the doorstep, called the cops - of course the bottom feeding pricks never showed. It's beside the point, really.

You narced her out, did n't you? Boo - hoo. Bet you were a little buzzed yourself.

Listen, Doctor. Some people, they have a gift. And in here, because they categorize us as a bunch of schizos, they refuse to acknowledge that. It's like that Hubble telescope that sees things a trillion miles away but what it's seeing is just reflected light of a star that died a thousand years ago? It's like that. Does n't mean you're crazy. It only means your eyes open in a different way.

That's not tile that wall is made out of. It's a holographic screen. All part of your mission, is n't it?

She'd get high on glue and make me help her try on my bras. Is that the strangest shit you've heard?

Patients undress in the bare - bones locker area . An uneasy Miranda is handed a bar of soap and towel by Irene .Miranda studies the patients already under the spray of the shower . Something vaguely concentration camp - like about institutional bathing . The shower , like everything else in this place , is regulated by shifts , so that various groupings of patients each get their turn . Miranda feels Chloe 's gaze on her across the room . She is stripping off her clothes for Miranda 's benefit , gleefully mangling the last refrain from the Stones ' `` START ME UP . ''The first group of bathers file out , dripping wet past Miranda , in all shapes and sizes . She registers their many scars and tattoos , like maps of troubled souls : names of men , places , religious quotes . Burn scars , cuts , needle marks . They begin to towel off as Miranda , slowly and painfully self - conscious , begins to undress in the corner . A moment later Irene nods for her to go in .

Miranda hangs her head under the spray and closes her eyes , trying to shut it all out . The SOUNDS slowly FADE OUT until all we have is Miranda and her RAGGED BREATHING . Chloe and Shelley , the last two out from the previous group , grab towels . Chloe winks at Miranda when she catches her staring , but Miranda is not staring at her . She is staring past her at the tile wall . More specifically at a hole in the tile where a busted water pipe pokes out . Clearly at some point there was a handle there , but now it is just a hole with a busted pipe . PUSH INTO the hole to see a perfectly - formed globule of blood emerge , following by a GURGLING sound which seems to come from deep in the bowels of the plumbing system . The blood lingers tentatively , as if unfamiliar with the laws of gravity , before tracing an upward line along the tile . The GURGLING GROWS LOUDER , CLOSER , and now more blood flows from the hole and spreads up the wall . Miranda looks away , disturbed , and now realizes she is the only one left in the showers . Panic . Shuts her eyes .Opens her eyes . Five letters are written in blood . N - O - T - A - L. Shaking , nauseous , she looks down at her feet and the drain , too scared to look back up .Perhaps . But now blood drips by her ankle , DRIP , DRIP , DRIP . And the shooting pain she feels is coming from her arm . What the hell - ? WE SEE SHARP SLASHES appearing on her skin , like some invisible knife is slicing her . Hallucination or not , she bolts out of the showers -

Miranda wraps a towel around her bloody arm , too freaked out to process anything . Fumbles for her clothes and heads straight to Shelley , tying her shoelaces , muttering .Shelley fixes her with an intense conspiratorial look .Shelley does n't respond . Simply crosses over and heads for the showers . Miranda gets dressed when a hand on her shoulder makes her jump -But now Irene notices the blood seeping through the towel .And now the other patients are curiously watching as orderlies RUSH IN to haul her away .

THROUGH a glass pane we see a NURSE bandaging Miranda 's arm . Parsons and Irene confer just outside the room .Parsons watches Miranda through the glass . She ca n't look him in the eye .

Miranda -LRB- with her fresh new bandage -RRB- ignores the looks from the other patients as she rejoins them . Spots Shelley by the window furthest from the wardens . Scared .Miranda tries to follow the convoluted explanation , but has a sinking feeling .Shelley glances around to make sure no one can hear .Miranda shakes her head , feeling foolish . Walks away .

Pete and Miranda stare at each other . A tense beat .She stares at him . Queasy .She tries to read his face . Reminds herself of who Pete is and what he means to her . He points at her bandaged arm .She takes a resigned breath , slowly shakes her head . Wishing she could wake up from this nightmare :FADE OUT .

SPRINKLER SYSTEMS doing their thing : THWIP , THWIP , THWIP . The female patients are out in the gardens for their freshly dose of air . BOOM DOWN TO Miranda alone at a bench . A cigarette appears before her , being offered to her :Miranda sees Jenna looming above her , shielding the sun .Jenna lights her smoke , blows out the match slowly . Miranda turns and checks the building entrance as Jenna rambles on .Miranda follows Jenna 's gaze . Sure enough , she 's being closely watched by two orderlies .Miranda shrugs . God knows what Jenna is talking about but who is she to say ? Once again , Miranda checks the building entrance and now sees Parsons emerge . She rises -He keeps walking . Headed to the parking lot beyond .He turns . His first instinct is to smile . But he checks himself , reminding himself of her new status . Slips into his best professional face :Impressive . She remembers his schedule perfectly .She follows his look to the parking lot where Sheriff Ryan emerges from his patrol car . Miranda nods .His tone is fatherly yet direct .This surprises her .Stonewalled in the simplest of ways , she 's left feeling like an idiot . Watches Parsons join the Sheriff by his car . The two men shake hands when suddenly Irene runs past her , yelling -Now two ORDERLIES race past . Miranda looks over to see what the fuss is all about . Chloe is on top of an institute staff member we have n't seen before , a round black woman named CONSUELO . Punching her - Other patients have crowded around the scuffle .Irene and the orderlies yank Chloe off Consuelo . Chloe kicks and screams like an animal . Consuelo meekly stands up .The orderlies start pulling Chloe away . Chloe spits at Consuelo , full of venom .The orderlies haul Chloe off . Irene disperses the crowd . Consuelo sighs , embarrassed , wipes a bloody lip . Her manner says she just wants to get back to her duties . Excitement over , the patients resume whatever it is they were doing . Miranda stares at her bleak surroundings when something catches her eye : Pete watching her from his office window . He quickly slides the curtain shut . Odd .

Irene, she's okay. Pobrecita, la infeliz. It's a misunderstanding. Pobrecita. I was only trying to help her -

Mira, first I'm gon na bring you some cascarilla, it's a powder, you get it anyplace, it comes from eggs - you pour it all over you -.

Ay, probrecita. You're both in terrible danger. She's scared too but she ca n't step back into the light until she finishes what she started here. And now you're the only person who can help her find the way back.

Despair is the only unforgivable sin. You'll be in my prayers, Miranda.

PHOTOGRAPHY SHOTS -RRB- A sunny sky grows dark as night envelops us with a SWOOSH -

Miranda cries softly , unable to sleep . VOICES trickle in from the corridor outside , wardens on their rounds , a SOFT MOAN from another cell , a random SCREAM . She shuts her eyes , repositions herself on her stomach . As before , somebody seems to be watching her . FADE OUT .

Irene escorts Miranda into the library . A warden follows .The library is pretty much empty at this hour except for the LIBRARIAN and the odd janitor tidying up . An efficient - looking man rises from a desk , briefcase in place , glass of water - this is attorney THEODORE `` TEDDY '' HOWARD .Irene checks her watch . The warden hangs back , keeping watch .Miranda sits . Waits until Irene is out of hearing range .As he speaks , she starts fidgeting with her itchy bandage .Teddy shakes his head .She keeps absently playing with the bandage . The adhesive is giving . The bandage starting to peel off .She pulls off half the bandage , back and forth . Not looking . BUT WE SEE the beginning of a pattern in her scarred skin -An uncomfortable Teddy takes too long before answering . Miranda looks down , humiliated - and now she sees it . Perfectly carved into her arm , her scar reads : `` NOT ALONE . '' Petrified , Miranda jumps back , knocks down Teddy 's glass of water all over his papers , her chair topples over . The warden and janitor look up - Teddy tries for delicate :PUSH INTO her face as involuntary tears roll down and we -

I'm here as your lawyer. So whatever my relationship was with Doug is no longer of consequence. First things first, how are they treating you?

You know this place better than anyone. Anything out of the ordinary?

The DA is pushing for a hearing as soon as next week. They're eager to resolve this situation because - well, crimes like this do n't happen that often around here. Doug was a hometown boy who'd done good, beloved high school principal, a role model. Our best shot - scratch that, our only shot - is to claim temporary insanity.

Frankly, no. Neighbors heard screams. They have you at the scene, they have the murder weapon and they have your prints everywhere. The only thing they do n't have is motive.

And that's what's confusing them. The fact that you're a brilliant psychiatrist does n't help either. It fills their heads with ideas. They figure if you were to plan a murder you might know how to fake insanity to get out of it.

- Let me ask you this, Sheriff : what exactly was a janitor doing with several vials of sedatives inside my client's cell? And is it not possible he had taken some drugs himself before my client -

Miranda . Numb . Pete trying hard to get through . A beat . We get a good look at the writing on her arm . -LRB- The right arm . -RRB-Silence from Miranda . He is firm but not unkind :Nothing . He goes to touch her arm . She jerks it away .She shakes her head , at a loss . Torn between her suspicion and the need to confide in someone . Finally :They stare each other down . There 's definitely chemistry between these two . But the moment is far from romantic .He starts to speak , stops himself . Switches tactics . Their banter escalates in speed as their terms get more clinical :He steps back at her blowout . She catches the look on his face and forces herself to sit down .He studies her . Finally nods . New tactic :Pete tries to reserve judgment . Her argument has a certain loopy logic to it . He hesitates , then pulls a SERIES OF PHOTOGRAPHS from a manila envelope .Miranda looks at the crime scene photos . Lurid . Terrible . Here 's part of Doug 's body . Here 's the axe . And now she sees a closeup picture of the wall with words on it . In blood , a la Manson family . And it says : `` NOT ALONE . '' Miranda immediately tosses it away from her . Repulsed - FLASHBACK - INT . MIRANDA AND DOUG 'S HOUSE - NIGHT Miranda furiously writes on the wall with blood . Wipes her face breathlessly , leaving a thick red streak on it .

Pete retrieves the photograph off the floor and holds it up for her to study again .She nods meekly . Staring at the picture . Begins to shake as all of it finally comes flooding in - FLASHBACK - INT . MIRANDA AND DOUG 'S HOUSE - NIGHT A breathless Miranda wipes her face , leaving a thick streak of blood on it . She looks down at Doug , crawling on hands and knees . He moans horribly , in shock . She grabs the heavy axe from the floor and follows him . He reaches for the coffee table with the telephone on it and makes a move to grab it . He has all the speed of a dying turtle , and that 's pretty much what he resembles . Miranda bites her lip , lifts the heavy axe with both hands . Doug 's hand grabs the phone . Miranda SWINGS THE AXE over her head and it comes down straight AT CAMERA . Miranda wipes her face again , catches her reflection in the mirror over the mantel and stares - WE HEAR THAT SOUND . The WETTISH GURGLING sound . Miranda stares at the MIRROR looking for the source of it . For an instant we see the teenage girl 's reflection there , beckoning . But now she 's gone and Miranda is left studying her own demented expression and now FLAMES RISE around her . She looks down at her feet : No fire . Blood on her clothes , axe still in her hands . Looks back up at : THE MIRROR VERSION OF MIRANDA shows a serene expression on her face . Fire enveloping her . She slowly lifts her hands over her head . In place of the axe there are CHAINS attached to SHACKLES on her wrists . She is completely naked , as if purified - like an extreme version of Anima Sola . -LRB- A Biblical icon in which a woman in fiery purgatory awaits her fate . -RRB- Time stands still for a mesmerizing moment - When the MIRROR SHATTERS TO PIECES and we 're back to reality . Miranda stares at the axe she 's flung at it .

Miranda tries to wash off the blood in the sink . This is a daunting task , seeing as how she 's covered in it . She stares at her bloody footprints all over the floor , at the marks on the door handle , towels and wall . Gasping for breath , almost crying , she turns on the shower at full blast and climbs into the tub . She watches the blood wash off her . As if finally coming back to her body and realizing what she 's done , she slowly slides down the shower wall and curls up in the tub . Crying . Shaking . She shuts her eyes as hard as she can to make it all go away , and we - FADE TO BLACK . BLACKNESS Silence . And now , faintly at first , but GROWING PROGRESSIVELY LOUDER , we hear the SOUND OF BUZZING FLIES .

Miranda wakes up , still in the tub . How long has she been there , hours ? Days ? Impossible to know . But at some point she must have turned off the water . She sits up , every muscle of her body aching , hair caked with blood . The first thing that hits her is the stench . And it 's foul , the putrid smell of decaying flesh . She steps gingerly out of the tub onto the flooded floor and follows the trail of blood , mortified at what she will find .

Soon enough the press will make the Manson Family reference , but for now , only Miranda is here to witness the fruit of her labor . She gasps for air . Instead she is hit by a wave of nausea . She doubles over to throw up when there is a FRANTIC RAPPING at the front door . She freezes . VOICES and YELLS trickle in . The HINGES on the door RATTLE under REPEATED POUNDING and she still stands there as the first FIREMAN breaks in . Sheriff Ryan and his deputies right behind . A concerned Pete Graham behind them . The cops take one look at the place and raise their guns at her , but we ca n't hear what they 're saying because Miranda 's ragged BREATHING has taken over the soundtrack . Suffice to say that , at the sight of the guns , something clicks inside her and she turns on her heel and flees -

She slips on blood , nearly falls as she scrambles to the bedroom -

She locks the door behind her , hyperventilating in terror . Instantly there are men POUNDING on it . SQUAWKING RADIOS . ORDERS BARKED at her . She spots two officers through the window in her backyard . About to smash the window . A caged animal , completely surrounded , she covers her face with her hands . Trembling . The doorknob jiggles violently , about to give . And when she brings her hands down she is staring straight into the teenage girl 's face . And she OPENS HER MOUTH WIDE and now we are back in -

Miranda gasps for air , drowning in sensory overload .She rocks back and forth . Finally aware of what she 's done . She is the killer . No more doubts . And now that she knows , everything is much worse . A long , harrowing beat . WE PUSH IN ON her devastated face . NIGHT TURNS TO DAY .

The locks are unlocked . Pete appears at the door . Miranda glances up at him . She looks like a different person . Completely destroyed . He crouches beside her .She shakes her head slowly . He sets his hand on her shoulder . She turns to him and hugs him tight , holding on for dear life . Breaks down in sobs .

Parsons leafs through Miranda 's file . Pete stands by the window , lost in thought .

Pete escorts a fragile Miranda down the corridor . The two orderlies walking ominously behind them .

Parsons on the phone , gestures for them to enter .Miranda and Pete sit across from him . Miranda trying hard to appear composed - acutely aware of her every gesture , and of how different her last visit to this office was . Nothing casual about it now . She stares at the picture frames on Phil 's desk -LRB- all facing AWAY FROM us -RRB- , the diplomas on the wall , the books by noted fathers of neurology -LRB- works by Hughlings Jackson , Kurt Goldstein , Henry Head , A.R. Luria -RRB- . A framed quote reads : '' ` If You Do Know That Here Is One Hand , We 'll Grant You All The Rest . ' - Wittgenstein ''He hangs up . Takes a moment to look at Miranda . Tries a smile but to her it comes off condescending . Fact is - there 's nothing to smile about .She nods , dazed . Angles her head to look at a framed picture on his desk . Parsons looks to Pete .PUSH IN ON Miranda who stares intently at something on the desk . Not listening to a word he 's saying -Parsons pauses here . Exchanges glances with Pete .WE SEE what she is talking about : a framed photograph on the desk is now FACING us . Eerie . It shows Parsons , his wife Dorothy and a young girl . Our teenage girl .Miranda looks up at this , perplexed .Pete and Parsons trade uneasy looks .This shuts Miranda right up . Mind spinning .Ashley Bridge . Mute . Ghost ? Miranda hesitates here . She is not the type to believe in ghosts , and knows full well what even her suggestion of it will sound like .Parsons does n't want to talk about it anymore . Rises .The men step outside . PUSH IN ON Miranda 's face as she stares at the picture of Rachel . We catch snippets of the doctors ' discussion outside , increasing her paranoia -A DARK SHADOW envelops Miranda 's confused face , as we -

Miranda 's pale skin is visible in the dim monochromatic light . We are MOVING TOWARDS her , seeing her as if from the POV of someone approaching her . We become aware of the RAGGED BREATHING sound . Miranda opens her eyes , looks this way and that , then closes them again . She is nearly asleep when she hears a sound we 've heard before . The strained WET SOUND . Miranda 's eyes SNAP OPEN . She slowly sits up , back against the wall . Squinting to cover every inch of the room . And now she sees it : a SHADOW crouched in the corner . Roughly the size of a person . Miranda climbs off the bed and slowly walks towards it . Scared , but determined . She wrinkles her nose at the putrid smell coming from it . She gets closer . closer . The RAGGED BREATHING GROWING LOUDER as she reaches the shadow - She stretches out her hand and finally touches . NOTHING . She swipes her hand through the air , feeling stupid .She paces around the room , feels the wall , taps her head .The moment is as brave as it is ridiculous . She has psyched herself into verbally defeating the ghost . And now she climbs back in bed .A beat . And now we hear the SOUND OF THE DEADBOLT SLIDE OPEN . The door opens quietly . PUSH INTO Miranda 's face . Properly scared now .If proof is what she wanted , proof is what she got . From now on we 'll refer to the teenage girl as RACHEL .

Miranda takes a tentative step outside her cell , feeling the door with her fingers , feeling along the wall - still making sure she is n't dreaming this . She looks down the long , empty corridor , the glare of neon lights making her readjust her eyes momentarily . Nobody there . But when she looks down the other way she sees a pair of bare feet disappear behind the wall . So quick we 're not sure we saw it for sure . Miranda deliberately walks in the opposite direction . At night the clinical corridor takes on an unsettling quality . She silently strolls down the hall , tilting her head at the various sounds from PATIENTS in their cells . She turns to make sure Rachel is n't behind her and when Miranda faces forward again , she realizes she is standing right across from : THE NURSES ' STATION Where two nurses are watching TELEVISION . Miranda tiptoes past them , ducking at the window to remain unseen . ANOTHER CORRIDOR This one is wider . Miranda is startled by the sudden sound of LAUGHTER behind her . The nurses laughing at their late night show . Momentarily distracted , she almost knocks over a mop and bucket resting by the wall . She holds the mop in place and now opens the door to a SANITATION CLOSET . She looks for something , a tool . Discards a pair of brushes and finds a small screwdriver . Pockets it . THE STAIRS Miranda hurries up the stairs , hugging the wall to stay clear from the SURVEILLANCE CAMERA sweeping the area . She waits at the landing , times it just right - and scurries to the next floor .

ACTION Knowing her way around here , Miranda keeps a steady pace as she heads towards her old office . She turns a corner and stops in her tracks : another JANITOR making his rounds . She waits until he 's out of sight and rushes to her office . She pulls out the stolen screwdriver and brings it to the lock . Starts unscrewing the screws . She does this as fast as she can , but she 's no professional - so it takes a few tries . She loosens one screw , then another - and clumsily drops the screwdriver . The METAL ECHOES against the floor . Miranda sucks her breath in , waits . No footsteps . She bends down , retrieves it , and holds onto the knob for balance . It easily turns in her hand . It was open all along . She simply forgot to check .

Miranda shuts the door behind her and slips behind her computer . Shrouded in darkness . Hits a switch and a SURVEILLANCE MONITOR comes to life . Now she has a view of the corridors : two guards here , a nurse going for a smoke , a janitor at the coffee machine and so on . She switches on her computer and taps her fingers as she waits for it to boot up . ON SURVEILLANCE MONITOR The JANITOR with his coffee cup now heading back towards Miranda 's office corridor - Miranda glances at the door , can see the glare of the computer screen reflecting against the glass pane . She tries opening drawers but they 're all locked . She remembers something and digs a sweatshirt from beneath the couch , uses it to block the light . Computer powered up , she runs an online search for `` RACHEL PARSONS . '' Waits as the info appears -ON COMPUTER SCREEN Various listings : The archive news of her funeral , something about her search and a LOCAL NEWS ARTICLE about teen suicide . That 's the one she chooses . Hits `` PRINT . '' She checks the surveillance monitor again : the janitor now mops right outside her door . ON PRINTOUT The heading says `` WHAT DRIVES OUR TEENAGERS TO SUICIDE ? '' A quick glimpse gives us ages -LRB- 16 , 18 , 17 -RRB- and names of three local girls who have died . Rachel 's name and PHOTOGRAPH appears with two others : Jenny Dixon and Andrea White . Miranda pockets it , looks back at the surveillance monitor : the janitor is walking away . She watches him disappear down the hall . Slowly but surely . And now the screen is empty . But just for a second . Because suddenly Rachel is there . Staring straight at her . Makes us jump .

Retracing her steps , Miranda shuts her door and hits the stairs . Playing off the sweep of the surveillance camera .

As she reaches the landing , she hears VOICES coming her way . She detours down another corridor and hides from view . Waits for Consuelo and a nurse to exit down the staircase . And now she turns at ANOTHER SOUND . Coming from inside the room immediately behind her . Room 237 . She steps to the small glass pane on the door and peers inside .

It takes a moment to adjust our eyes to the darkness but now we make out TWO FIGURES in the room involved in some sort of struggle . Miranda presses her face against the glass and now sees a flash of metal . Something sharp . Not a knife , but a needle . And now a blur of hair yanked up by a strong arm . In the dim light we can make out Chloe , eyes glazed , drooling . Just for a beat , because now she is slapped down on the bed like a rag doll and the man with the needle ENTERS FRAME .

Miranda flinches , confused . Glances down the corridor to ensure she remains undiscovered . Then peers back in .

Chloe on her stomach on the bed . Her pale naked skin marked with scratches and bruises . The needle is stuck in her arm , which hangs off the side . Her mouth is open but it is impossible to tell whether she is laughing or sobbing . Abruptly the man climbs on her , pulling off his T - shirt . As he discards it we see that it is yellow .

Disturbed , Miranda turns away . Except now the corridor is n't empty . There is a JANITOR at the end . Coffee cup in hand . Staring at her , disconcerted .Miranda turns and runs .

Miranda bolts down the stairs . THUNDERING FOOTSTEPS and YELLS can be heard right behind her .

Miranda races down the empty floor towards an emergency exit door all the way at the end . TWO ORDERLIES emerge from the staircase and give chase , shouting for her to stop . PATIENTS holler from their cells , awakened by the COMMOTION . Miranda 's heart is nearly bursting through her chest as she gets closer and closer to the emergency door . Twenty feet , fifteen , ten - When a side door opens and a MAN IN A YELLOW SHIRT appears , blocking her path . Miranda tries to avoid crashing into him but carries too much momentum . Veers left against the wall but the man easily tackles her and pins her down . The orderlies and an nurse arrive at the scene to find her screaming , hysterical . They hold her down -The man in the yellow shirt acts as if he has no idea what she 's talking about . Ho - hum , just another psychotic woman trying to escape . A nurse prepares a needle and we - FADE OUT .

TRACKING ALONG a long desk where the staff finish their morning meeting . Parsons , Pete and Irene among others .Pete ponders this . It certainly seems that way .Irene and Parsons share a look . He wraps it up :

A better room , in fact . This one has a view . Heavy bars on the windows , but still . Miranda paces . Pete is seated , observing her deteriorating state .What was that ? Miranda reacts to this .Miranda pulls out the folded printout from her pocket .A disconcerted Pete looks at the article with the pictures of Rachel and the others : Andrea White and Jenny Dixon .He regards her . Maybe Parsons is right : she 's desperately grasping at straws now . Skims the article :Miranda snaps to attention here .Discussion over . He raps on the door . Triple - locks come unlocked and an ORDERLY is there . Peter exits .

Peter hurries down the corridor , passing by a nurse . The same one who bandaged Miranda earlier , so let 's give her a proper name : CLAIRE . She pushes her cart into the elevator .

Claire and her cart emerge from the elevator and she heads down the long corridor , reaches a door and unlocks it .

TIGHT ON a row of drug - filled shelves . Claire parks her cart and kicks off her shoes . Digs a pack of smokes out of her stashed purse when a pair of hands grab her . Claire squeaks until she sees her attacker : a stoner type named SIMON . Deftly unbuttoning her uniform , hands all over her . She means to resist but he 's got such boyish charm .She finally twists herself out of his grasp . Points an accusing finger , but she 's grinning . Blushing , even .Properly reprimanded , Simon picks up his folded uniform and prepares to leave , head hung low .He exits . She shakes her head , slips her uniform back on .

The more you fight me, the harder I get, pussycat - so pretty please, with sugar on top - keep still.

Simon presses the button , waits . He checks inside his folded uniform where we see several stolen vials of sedatives . The doors begin to close when -He hides the loot behind his back , busted . She holds the door open and tosses him his yellow shirt .She turns and exits . The doors slide shut . Meet our rapist .

Bustling with activity . The room is divided into two : a large main area where the patients eat , plus a second , smaller upstairs area for the staff . BOOM DOWN to find Miranda eating at a long table . Shelley beside her , playing with her plastic fork . Jenna taps an unlit cigarette . As usual , Irene keeps watch nearby .Optometrist ? Miranda starts to correct her , but lets it go .Miranda 's gaze strays from this , um , most compelling of conversations and comes to rest on Chloe . Alone at another table . Heavily sedated . A wreck . Miranda rises and walks over . Shelley waits until she 's out of hearing range , leans in to Jenna -Jenna rolls her eyes , returns to her food . UPSTAIRS Parsons watches intrigued as Miranda sits beside Chloe and starts talking . From Parson 's POV up above we can see pretty much the entire dining area . BACK TO MIRANDA Trying to get Chloe 's attention . But Chloe just stares at her untouched food , glassy - eyed .No reaction .Nothing .Now Chloe looks at her , like something finally registers .Chloe simply stares . Finally shakes her head .Chloe abruptly grabs her arm . Tightly .PUSH IN ON Miranda . Deeply affected by Chloe 's words , as we -

MIRANDA 'S RESIGNED DAILY GRIND IN QUICK DISSOLVES - A -RRB- Miranda and the other patients line up for meds in the rec room . B -RRB- Irene keeps watch in the garden as the women get their daily fresh air . C -RRB- Wardens watch as each patient enters their cell at night and the lights go off .

Echoing an earlier scene , we are MOVING TOWARDS her - her pale skin visible in the dim monochromatic light . Miranda flicks a look this way and that , alert . Sensing something .Just like a crazy person . She listens for any further noise , hears none and shuts her eyes . Exhausted .Silence . But now the BEDSPRINGS CREAK behind her and she whips around and starts to scream as a big hand covers her mouth . Her eyes open wide at the sight of Simon , in his yellow shirt . He shoves her against the mattress and presses his full weight against her . She lets out a muffled scream as he uncaps a syringe with his teeth and brings the plunger to her throat . Straight into her jugular .She flails and kicks desperately but he pins her down . The BEDSPRINGS STRAIN violently and now he 's straddling her , squeezing the plunger into her throat . Her eyes welling up :She manages to free one hand and yanks the syringe from her throat . It flies to the floor . He grins , enjoying this :Simon paws at her clothes as she struggles to defend herself . He finally slaps her free arm down . Presses his knee against it , immobilizing her once more . Now he produces another syringe from his pocket . Checks it . Miranda shakes her head , pleading . A scream stuck in her throat . But nobody can hear her . Simon brings the syringe towards her when suddenly we hear a LOUD CLANGING at the door . Shaking it off its hinges . Simon looks up , confused . Nobody is there . The split - second distraction is all Miranda needs to shove him off the bed . She fumbles for the discarded syringe and STABS HIS CHEST WITH IT - squeezes the plunger -Simon moans as the full dose hits his system and his body goes limp . Miranda exhales , coming back to herself . A beat .No response . Miranda grabs his keys , begins to undress him . SECURITY CAMERA POV shows a uniformed janitor calmly walking down the corridor . PULL BACK to see we are in -

A bank of monitors keep watch on the premises after dark . TWO GUARDS play cards -LRB- Uno -RRB- , bored to tears . A cursory glance at the monitors produces no reaction . Certainly a janitor walking down the corridor is no cause for alarm .

Dead quiet . CRICKETS CHIRP or whatever it is crickets do . Miranda steadies her breathing , perusing rows of unfamiliar cars . She clicks Simon 's key - ring button repeatedly until a set of headlights blink on and off .

Miranda slips behind the wheel , STARTS the CAR . The RADIO KICKS IN at EAR - DEAFENING VOLUME . She nearly drops dead .

The gate GUARD reads a magazine as Miranda 's stolen car approaches . The guard barely registers the driver in the booth mirror , immersed in his article . Hits a button to open the gate for him . It opens SLOWLY . S - l - o - w - l - y.

Miranda , sweating , watches the receding image of the institute behind her . Turns on the main road . Free .She glances back , makes sure no one is following her . Catches her own reflection in the rearview mirror : the scared eyes , the haunted face . The new version of herself . She flips the RADIO dial : BAD NEW AGE MUZAK . BAD COUNTRY . BAD DISCO . More BAD NEW AGE MUZAK . She finds IGGY POP 'S entirely appropriate `` THE PASSENGER -RRB- and lets it play . ANOTHER ANGLE Now we are seeing her as if from the POV of someone traveling alongside the car . Peering THROUGH the passenger window . Miranda becomes aware of this , slowly glances over . Sees nothing but her own reflection . Turns back forward . We NOTICE the blue cigarette lighter key chain dangling off the dashboard . Nothing but a long stretch of road ahead .

The neighborhood perfectly quiet late at night . Miranda parks in the driveway and stares at the empty house . Steels herself , climbs out of the car and heads around back . She finds her SPARE KEY behind a potted plant , takes a deep breath and lets herself in through the back door .

POLICE CRIME - SCENE TAPE everywhere . She turns on the kitchen light only and scurries to her bedroom without even looking in the direction of the living room , avoiding the scene of the gruesome crime altogether . Eerie as hell -

Miranda stuffs clothes into a suitcase , finds her passport , digs out some cash from a box . Quick change of clothes to get rid of the rapist 's uniform . Fast , fast , fast -

Miranda watches her house fade from view in the rearview mirror as she drives down the block . Shudders . Flips the RADIO dial with shaky hands .She looks in the rearview mirror once more . Only this time she is met by a piercing pair of eyes . Rachel 's . Inside the car . Rachel 's mouth opens unnaturally wide , revealing a gaping abyss of rotted teeth and flesh - and lets out the wet sound . A threatening howl this time , pure venom . Miranda covers her face , jerks the car . It does a 180 and slides to a halt in the middle of the street - Facing the direction of her house again .

Weather forecasters predict heavy winds tonight as a major thunderstorm rolls in tomorrow. You're listening to KLPG, 101.4 on your dial. This next honky - tonk heartbreak classic is.

Miranda jumps out , panicked . Glances around . Looks inside the car : no Rachel . A beat to catch her breath , making up her mind . Slides behind the wheel and makes a U - turn .

Miranda flips the rearview mirror so it faces the ceiling and turns UP the RADIO . GUNS the pedal . Freaked . She 's driven maybe 20 feet when suddenly her ENGINE DIES -The CAR SPUTTERS to a stop . Miranda goes to turn the key but suddenly freezes . Looks at the ignition oddly and notices the key is gone .A dead - still beat . Glancing around , she is even more startled to see the blue lighter key chain lying in the middle of the street .

Miranda opens her car door and walks down the empty street to retrieve her suddenly magical keys . We watch her reach the keys , all alone out here . The moment she bends down to pick it up she is blinded by the glare of HEADLIGHT and the ROAR OF AN ENGINE . Miranda jumps out of the way , narrowly avoiding being flattened by a ROAD SWEEPER , spraying water as it goes . She watches the truck disappear down the block . Heart in her throat . Calms her nerves and now walks over to the pesky keys again . Smack in the middle of a puddle now . BOOM UP the posts harnessing power lines which surround the area until we STOP ON a pair of INDUSTRIAL BOLTS fastened around the insulators of a thick power line . From here we see Miranda bend down and pick up her keys . And now the bolts suddenly shake off their hinges , coming loose right in front of our eyes - moved by some invisible force - Miranda tilts her head at the sound of a METALLIC SNAP and turns . The bolts pop out of their sockets . The LIVE WIRE uncoils like some gigantic serpent and swings straight towards the paralyzed Miranda - She looks down at her feet , ankle - deep in the puddle , back up at the 11,000 VOLTS OF POWER about to fry her to a crisp and jumps out of the way at the last second . The wire hits the water and the monumental charge sends SPARKS flying in every direction . It looks like lightning . A silent , sudden beat . That was as close as close gets .No sign of Rachel . Miranda yells at the air , glancing over her shoulder , seemingly demented :A moment . Miranda stranded . The stolen car in the middle of the road . And now the SQUEAK of a GATE OPENING abruptly . Miranda whips her head in the direction of the sound . It 's the front gate to her house . And now the front door SWINGS OPEN . And now the living room LIGHTS switch on . Clearly Rachel wants her back in the house .But even as she 's saying this her feet are moving towards it . She pauses , looks at the car in the middle of the road . Looks at the fizzling puddle where she was almost electrocuted . No neighbors have come out to investigate yet , but how long can that last ? She walks to the car .

Miranda climbs in , not sure whether to laugh or cry here . She 's never asked a ghost for permission before :She STARTS the ENGINE and pulls over to the sidewalk .

Miranda stands in her living room , staring at her handiwork . Frozen with dread . The blood has been cleaned up some , but the mess remains . The upturned furniture covered in plastic , the chalk outline of the body , the yellow crime - scene tape , the shattered mirror above the fireplace , the muddied footprints of dozens of cops , coroners , etc. . The faded writing on the wall : `` NOT ALONE . '' Miranda takes it all in , not entirely sure what she 's supposed to be looking for .Not knowing what else to do , she turns to exit when the TELEVISION SET suddenly COMES TO LIFE , making her jump . The unmistakable MUSIC from some old WB cartoon at FULL BLAST . She stares at the TV screen . Is there some sign here she should be able to follow ? She crosses to turn it off and immediately doubles over in pain -She looks at her foot . A big SHARD OF GLASS is stuck right through the flimsy hospital slipper into her skin . Blood already seeping from the nasty cut -

Miranda seated on the edge of the tub , slowly pulls out the piece of glass , drops it in the wastebasket . She grabs a cotton ball and alcohol and starts cleaning the cut . And now , FAINT at first , but GROWING LOUDER - she hears the hollow WET SOUND we 've come to associate with Rachel . Inside the room with her - Miranda stares at the medicine cabinet . Did the mirror move ? We watch her from the MIRROR POV as she holds perfectly still , listening . The SOUND now seems to have STOPPED . A silent beat . She turns her attention back to cleaning her cut , grimacing as the alcohol burns her skin . It looks painful . And now the slow SQUEAK of the MEDICINE CABINET DOOR makes her look up again . And she sees herself in the mirror like the night of the slaughter : flames all around her . Naked arms raised . Wrists shackled . Anima Sola . She stares . Mesmerized . The sound of FLAMES GROWING LOUDER .Miranda walks slowly to the mirror . Incredibly , the image reflecting back at her also grows bigger . As if the two versions of her are literally walking towards each other . FROM A SIDE ANGLE WE SEE both their faces mere inches apart . Miranda brings her fingertips to the mirror and touches it . Immediately pulls her hand back . Miranda stares at her fingertips . The tips are burnt . The skin sizzles softly . 200 percent scientifically impossible . And when she looks up at the mirror again - the image is gone . It is now deathly quiet . And what she finds herself staring at in the mirror is the reflection of something just behind her . A folded newspaper discarded in the far corner of the room . She turns to look at it now . It 's opened to the REALTY LISTINGS page . Doug must have left it there . She picks it up and looks closer : Focusing on a picture of a bank - repossessed property . The address is in Willows Creek . Her brain wires start clicking . This must be what Rachel wanted her to see . She stares at it . PUSH IN ON the picture as we -

A `` FOR SALE '' sign still flapping in the wind . The first few rays of light break through the dawn sky . Miranda 's -LRB- Simon 's -RRB- car approaches up the road until it FILLS the FRAME and parks . Miranda steps out . She studies the house before walking up the drive . We watch her peek through windows and walk around back , looking for something . What exactly , we do n't know . -LRB- Neither does she . -RRB- She makes her way back to the starting point and fixes her stare now on the barn . The one place he has n't looked .

Dark , empty . The WIND outside causes the ALUMINUM SIDING to FLAP NOISILY . It 's slightly unnerving , but hey , it 's just the wind . Miranda covers the distance of the large room , perplexed . There is something about this place . Something she ca n't quite put her finger on . Beckoning her . With a last fruitless look , she heads towards the front door when a glint of mental in the opposite corner stops her . She moves to it . And here , where the walls should meet , there is a narrow gap , leading to a passage , maybe five inches wide . A padlocked chain has been threaded through a hole in both walls , holding them together . Miranda inspects the heavy padlock , the source of the glint . She tugs on the wall and opens it to the limits of the chain , but that 's only a few inches more . Miranda peers into the darkness beyond , but ca n't see a thing . Hesitating only a moment , she turns sideways and slides herself into the claustrophobic slot . She moves forward cautiously a few feet until her face brushes against something hanging in the air . She stops , startled . It 's a pull - string hanging from a naked light bulb . She tugs on it . And now she has 60 watts of reddish glow to see the hatch on the floor immediately in front of her . She pulls on the LATCH and it opens with a RUSTY CREAK . She peers into the pitch - black basement below . Feels around for the beginning of a stepladder and climbs down .

Miranda emerges from the ladder into total darkness . Whatever dim reddish light was provided by the bulb upstairs does not reach here . She feels around the wall for a switch . Nothing .Abruptly there 's a sharp CLICK as she lights Simon 's key - chain lighter , and the wavery light illuminates the vast space . Rats scurry for cover . It takes a second to orient ourselves . Something metallic catches the lighter 's reflection way in back . Miranda walks towards it .She takes a few more steps until her foot hits a bulk on the floor . She stops . Kneels down and in the dim half - light we make out a backpack . She unzips it and rifles through it -LRB- T - shirts , underwear , Walkman -RRB- until she finds a wallet . Opens the billfold and brings the lighter next to the ID : the picture belongs to a teenager named `` TRACY MARIE SEAVER . ''The lighter in her hand is getting hot , so she lets it click off . When it comes back on we see she has wrapped a ragged T - shirt around it for insulation . Miranda steps deeper into the room . Up ahead , she can make out the metallic thing that reflected light before . It is a hook in the ceiling . And suspended from it are several heavy chains . Like a meat rack . And now she catches a whiff of the terrible smell and sees the body of the teenage girl : hanging upside down , tied around the hands and ankles . Medical training kicking in , Miranda quickly lowers the girl to the ground , causing the angry rats to skitter away .-LRB- We see the following in between flicks of the lighter so that we go from midnight black to wavery light in an almost strobe - light effect :-RRB- She checks for vital signs , pulse , heartbeat - Miranda 's adrenaline at full tilt -She strikes the flint and brings the lighter to the girl 's pupils . Inspects them . Slaps her repeatedly , clinically . The strobe effect also allows us glimpses of the immediate surroundings : household tools strewn about ; wire cutters , pliers - a pool of dried blood .Nothing . She unties the wires around the girl 's ankles . The skin swollen grotesquely around them . She shakes the girl . Slowly coming to the realization that it 's too late .

Miranda comes crashing out of the barn , doubles over and throws up . The bright light outside blinding her momentarily . Her bloodshot eyes taking a moment to register - THE PATROL CAR parked in front of the house . A POLICE OFFICER cautiously peering inside her stolen car . He looks up and notices her . Miranda hesitates . Nowhere to run . The officer waves . His name is TURLINGTON .He says this while already strolling over . Miranda 's mind races a mile a minute -She stares at the young , friendly cop . His left hand resting on his belt . Right next to his gun . But it seems as if he has no idea who she is . At least not yet .She nods , nerves shot to hell . Starts walking .The cop nods at that , seeming to have a fair grasp of marital dynamics . He flashes a smile but suddenly stops , whips out his gun and trains it on her -Miranda shuts her eyes , busted . Freezes .Miranda awkwardly raises her shaky hands .A confused Miranda slowly turns in the direction he 's looking to see Tracy Seaver at the barn door . Dragging herself in agony , clearly in a severe state of shock . Battered , yet somehow - incredibly - still alive . But just barely .

Congratulations. But I'm afraid this is private property - you ca n't just waltz on in. You understand that.

Nice and slow, start talking to me. And make it good. Tell me just exactly who that is.

Officer Turlington, ma'am. We're supposed to sit outside Miranda Grey's cell all night.

One of your patients is holding the Sheriff at gunpoint. She's in the cafeteria.

A car pulls up to the chaotic ER area . Phil Parsons and Pete step out , rush inside .

Sheriff Ryan is busy at the urinal . But even here he ca n't find any peace because Teddy Howard is on his case -Sheriff Ryan zips up his pants , flushes and runs the sink to wash his hands -Sheriff Ryan discards the paper towel and walks out to the waiting room , Teddy following closely -

Paramedics and nurses doing their thing . The young officer who arrested Miranda hands the Sheriff a cup of coffee .Sheriff Ryan burns his tongue on the coffee , notices Parsons and Pete approaching . Relief crosses his face .Teddy waves him off in frustration . Goes to talk to Turlington .Sheriff Ryan notices Teddy talking to Turlington -The Sheriff leaves Pete and Parsons . They walk over to the water cooler where they can talk more privately .Parsons nods , lost in thought . Sheriff Ryan returns .Parsons frowns at this , concerned . Pete studies him .

Bare room . A desk and two chairs . Glass window panes to insure no privacy . DOROTHY PARSONS -LRB- 50s -RRB- waits , seated . The door opens and a DEPUTY escorts Miranda in . She sits across from Dorothy , looking as lost as can be . A long beat .Miranda does n't answer . Her mind elsewhere . Namely back at the barn and how it connects to Rachel .She pauses here . Miranda looks up now . Her face hollow and exhausted . Bags under her eyes . A person who has seen too much . Wondering where the hell this is going .She drifts off . Takes a beat to collect herself and resume :Miranda ca n't help but smile to herself at that .Dorothy Parsons starts to cry . A moment passes like this . It seems she wo n't recover enough to continue her tale .Dorothy shakes her head , determined to finish . She pulls out a folded piece of paper .She slides the paper over . Miranda watches her carefully , then looks at the piece of paper . The numbers are : 1 - 0 - 2 - 2 - 0 - 1 . A long beat .Miranda studies it . Studies this woman , who quite frankly seems to have completely lost her mind . Then she looks back at the numbers and is slowly hit with a realization .She stares at Dorothy , stunned . Brain click - click - clicking . Her wildest fears confirmed : Doug is behind this somehow .Dorothy stares at her , scared . And finally nods .

I needed to see you, but I'm not sure where to begin. I do n't know you well, I certainly have nothing but fond feelings for you. Phil always keeps me posted on his colleagues and his work and - in any case, I have always thought of you as a very bright, very perceptive doctor. Even though I do n't know you well.

My point is, my point being - when Rachel died I had, um, I suffered through these spells, these recurring dreams. And eventually, once I came to terms with her death, they went away. Losing a child is the hardest, most inconceivable event a mother can -

The past few days I have been having the same dream. A nightmare.

This nightmare involves Rachel but it also involves you. In the nightmare Rachel holds a box in her left hand. A small box. And she repeats a series of numbers. Now, Rachel never spoke, from the time she was born - she had a condition - I often asked God why he punished this child in such a way - she could n't speak, but she was extremely bright. She was n't autistic as the doctors claimed -

Every night the same box in her hand and the same numbers. I wrote them down.

It's a message. It's a code for something. I do n't know what. But she wants you to have it.

What do I sound like, Phil? Like one of your patients? Well, it's probably because that's exactly how you treat me. And I've had enough of this deafening silence between us, this exemplary mourning in front of the community, tiptoeing around our lives with you pretending Rachel never existed.

I'm losing my mind. Our daughter is gone and I miss her and I'm angry.

Pete hurries down the front steps of the main building as TWO POLICE CRUISERS pull up . Miranda is brought out of one of the cruisers by two OFFICERS .Sheriff Ryan leans out of the other cruiser .Pete sighs , gestures for the officers to bring her in . Irene and two heavy - duty orderlies will also be part of the escort . Miranda locks eyes with Pete as she approaches .The Sheriff waves , whatever . Knocks twice on the hood and the officer behind the wheel shifts into drive .Pete regards her now , has no idea what she 's going on about this time . Tries to remain professional .

Lunch time for the female wing . An excited Shelley rushes over to a table where Chloe and Jenna are , whispers something to them . They glance at the door . A moment later , Miranda walks in with her police escort . Taking her across the cafeteria towards the back door . An uneasy Pete leads . Irene and the wardens at the rear . Miranda glances at the women staring at her like a specimen . Like somehow she 's even more dangerous than them . Top dog , as it were , of the crazies . And then , halfway across the room , one of the women stands up . Chloe . She claps her hands together . Slowly . Miranda watches her , confused . And slowly Shelly , Jenna and others rise as well . All of them joining Chloe in clapping .Pete nods . Just what he needed . The OFFICERS trade looks .Irene shakes her head , amused .The entire cafeteria is on their feet showing their solidarity for Miranda . Chloe locks eyes with her , mouths the words `` thank you . '' And Miranda is hauled out the side door .

White . Surveillance cameras in every corner . Two separate doors with elaborate locks . High security all around . The officers undo Miranda 's cuffs and excuse themselves . Pete gestures for Irene and the Orderlies to leave as well .Once the doors are locked and they 're alone , the conversation jumps straight into frustrated high gear :Pete is at the end of his rope . Ca n't hide his sadness when he looks at her . Still , he tries to get her back on track :She shows him the crumpled newspaper listing .Pete stares at the realty listing for Willows Creek .Pete takes all of this in . Dumbfounded .Pete can see that she 's petrified . He starts to speak , but she hushes him by gently placing her finger on his lips . The gesture is tender , almost romantic . A reminder of their very real connection .

A tense Phil and Dorothy Parsons in their parked car .She sighs , climbs out of the car , leaving him there . Takes three steps . Stops . Turns back around and lets him have it :BANK CUSTOMERS walk around the argument , pretending not to hear . Phil is mortified . But Dorothy does n't care :She turns and storms off . Phil takes it all in for the first time . A moment later he climbs out of the car .

A solemn GUARD places the safety deposit box on the table in the middle of the room . Steps back through the gate and waits . Dorothy and Phil stare at the box for a moment . Finally , Phil punches in the code written out by his wife and opens it . He sorts through some paperwork that means nothing to him until his hands feel a thick envelope . He opens it and spills the contents on the table . It is a stack of POLAROIDS . Dorothy leans in and immediately her face darkens . She grabs onto the table , shakily - and is forced to sit down . A horrified sob rises from deep inside her , comes out like the howl of a dying animal . Her husband pales , all blood draining from his face .

THUNDER RUMBLES outside , making a tray of meds rattle . PAN UP to see Consuelo , the round black woman we might remember Chloe beating up earlier . She shakes her head .

Miranda looks up at the sound of the BOLT BEING DRAWN and the handle unfastened . Through the door comes Consuelo , carrying a tray . Sets it down by the bed . She is on her way out when she pauses , stares at Miranda .That term again , `` we . '' Doctor - speak . Miranda does n't have the energy for it :What was that ? Normally Miranda would look at this woman as if she were crazy , but things have changed .Consuelo holds Miranda 's hands firmly , `` reading '' her .Consuelo holds up a finger , hushing Miranda . She 's receiving something here . Shudders .Consuelo 's grip tightens on Miranda as we - FLASHBACK - EXT. . ASHLEY BRIDGE - NIGHT We 're back at the bridge . Rachel pries open Miranda 's mouth . Miranda panics :Rachel opens her mouth wide like a snake . And as Miranda screams , blood starts leaking out of Rachel 's wounds . And now we see it . Rachel 's lips touch Miranda 's and BREATHE HER SPIRIT INTO Miranda with a WHOOSH -

Consuelo lets go of Miranda 's hand . Like recoiling from fire . Speaks in the simplest of ways . The truth :Consuelo crosses herself . A sign of respect for the situation . But it has a chilling effect on Miranda .Prayers ? What good is that going to do ? Consuelo exits .

A glassy - eyed Phil Parsons serves himself another Scotch , devastated . The SHOT is FRAMED so that we see the bedroom door is open , Dorothy lying in bed , heavily tranquilized . Sheriff Ryan inspects the photographs . ON THE LURID POLAROIDS Postcards from hell : scared teenage girls in forced poses - gagged , tortured - Andrea White , Jenny Dixon , Tracy Seaver . And young Rachel Parsons .Parsons does n't respond . His eyes far away .And now the Sheriff can see that Parsons is crying . Quietly , miserably . And it 's a disparaging sight . Sheriff Ryan exits . Two deputies follow , RADIOS SQUAWKING . Parsons remains still for a moment , then digs a photograph out of a drawer . A picture of Rachel in happier times .He sits there , staring at his dead daughter . Grieving . WE PULL BACK to see he is not alone . Rachel is watching him .

The WIND has really PICKED UP now . A massive LIGHTNING BOLT streaks the sky , officially announcing the storm 's onset . A POLICE CRUISER pulls up to the guard gate .

PAN OFF the bank of monitors TO the same two guards we 've seen before . Playing yet another bored card game . The LIGHT RAPPING on their glass door makes them look up .TWO OFFICERS stand there . We recognize one of them :The Guards shake their heads , chuckle .The Guard points at the bank of monitors .ON MONITOR Miranda inside her pristine white cell . Restlessly pacing .The men share a chuckle over that one when suddenly THUNDER CRACKLES and the power goes out . No monitors , no radio , no nothing . Pitch black .Abruptly there 's a SERIES OF sharp CLICKS as FOUR FLASHLIGHTS come alive .

Sixth floor. You can get a couple chairs from the nurses up there. A pretty decent cup of joe too.

Although why the Sheriff is making you fellas waste your time is beside me. We got her right here. She ai n't going no place.

The THUNDER outside RATTLES the WINDOW PANE . The only light source being the intermittent LIGHTNING as the STORM RAGES . She paces in the dark . Sits . Waits .

Miranda holds her breath , listens . And sure enough , somebody else is in the room . She looks around .And now LIGHTNING streaks the room and we see Rachel in the corner . Staring with her dead eyes . Moving towards her .But it does n't work . Rachel keeps walking towards her . Miranda backs up against the wall . Trapped . Fighting tears -

SAME TIME The cops reach the landing where we see other flashlights down the corridor . They walk towards them .The cops head down the corridor .

Rachel stretches out her arm to Miranda 's face -Rachel slowly shakes her head , places her hands on Miranda 's eyes and shuts them - MIRANDA 'S VISION - ANDREA WHITE in her school uniform . Staring straight ahead . Now the image is bathed in a red and blue light and we see her half - naked , bruised . Dead . JENNY DIXON staring AT us in her school uniform . Now abruptly she is a hellish vision : opening her mouth in agony , also bathed in the strange red and blue light - END OF MIRANDA 'S VISION .

Miranda screams at the visions . Rachel holds her steady .Now a heavy RATTLING makes her turn to the door . One of the HINGES has SHATTERED and the latch itself is half - pulled from the doorframe . Relentless POUNDING on the other side .There 's a deafening SOUND like a thousand bells ringing at once and Miranda covers her ears - Outside WE HEAR MURMURS , YELLS , INSTRUCTIONS -

The cops arrive to find every door in the corridor flung open . Confused patients spill out as guards and nurses try to restore order . RADIOS SQUAWK , flashlights beam and FOOTSTEPS fill the dark corridor as patients try to escape .

FIRE ENGINES and PATROL CARS arrive at the scene , SIRENS blazing . Sheriff Ryan and additional deputies rush from their cars to contain the breakout . A large SPOTLIGHT comes to life . We spot Jenna making a run for the garden wall when the spotlight hits her . Two officers rush after her .

Sheriff Ryan makes his way through the mayhem , past Irene helping a patient , past nurse Claire cowering in a corner -Sheriff Ryan hits the stairs .

Officer Turlington runs down the corridor , searching frantically with his flashlight -

A car pulls up at the scene . Pete and Parsons step out .Pete rushes up the steps -

Officer Turlington looks inside Miranda 's cell . Empty . And as he is about to speak into his walkie he spots her : Seated by the elevator . Holding a biting block in Shelley 's mouth as her seizing subsides .He flashes his light at her . Miranda looks back blankly .Turlington nods . Miranda looks down at a grateful Shelley , whose head is cradled in her lap . Brushes the matted hair off her face . Carefully removes the biting block , making sure Shelley is alright .

The patients are all assembled here . Flashlights galore . Irene and Consuelo do head counts . Guards , officers , janitors - everybody . Irene points a finger at Jenna .Parsons breaks away from Turlington , heads over to Pete and Miranda -Miranda scans the near - dark room , looking for someone . Watches Turlington step aside to take a call on his radio . Parsons regards her with newfound respect :Suddenly all the policemen in the room begin to exit -Pete glances at Miranda . She knows exactly who it is :Turlington is about to exit when Parsons stops him :

The DOOR CRASHES open and Chloe shoves the Sheriff inside . She has a gun pressed hard against his ear .Sheriff Ryan hesitates . Chloe presses the gun against him .The sound of the UPSTAIRS DOOR BEING THROWN OPEN makes her glance up . She trains her flashlight at the second level , stepping behind the Sheriff to use him as cover .Her FLASHLIGHT BEAM searches the section . Catches the reflection of a police shield hiding behind a table .A beat . Officer Turlington rises . Slow and deliberate .A voice startles Chloe from behind , at floor level .Chloe flicks the flashlight to see Miranda by the door .Chloe flinches at that . Like all this multitasking is affecting her . She digs the gun deeper into the Sheriff 's neck , making him cower to his knees , execution style -The Sheriff glances at Miranda . Miranda nods . The Sheriff begins unbuttoning his shirt -She starts sobbing . Letting everything go -This gets through to Chloe . Her grip loosens on the gun .Miranda walks over and embraces her . Chloe hands her the gun . And that 's when the power returns . Miranda and Chloe frozen in their embrace . Sheriff Ryan on his knees . In the sudden , shocking glare of returning light , color abruptly re - enters the world and every RADIO , PHONE , FAN and MACHINE that were left on HUM TO LIFE . Miranda finds herself staring at Sheriff Ryan , bathed in the glow of the flashing red and blue lights from the cruisers outside . The image a replica of the Andrea White and Jenny Dixon visions . Peeking from his half - unbuttoned shirt is the beginning of a chest TATTOO . Miranda slowly trains the gun on the Sheriff , finally struck with the realization :She opens his shirt to reveal the tattoo : a 1950s pinup - style WOMAN SURROUNDED BY FLAMES , ARMS RAISED , SHACKLED . Anima Sola . Miranda 's recurring vision from the night of the slaughter .The Sheriff throws his jacket on , starts walking -The CLICK ! of a SAFETY being released makes him pause . He turns to look at her . A tense beat .She glances at Pete 's pleading face and the room around her : cops everywhere . All guns trained on her . Sheriff Ryan speaks low so only she can hear the following :Miranda 's finger itches on the trigger as they face off . Her hand starts to shake . Sheriff Ryan turns and strides off . Getting away . Further . Further . But as much as she wants to , she ca n't bring herself to do it . Finally brings the gun down . The armed policemen rush over and disarm her , shove her to the floor and cuff her .

Turlington escorts a cuffed Miranda to a waiting cruiser . He jumps behind the wheel and starts to pull out when Pete suddenly taps on Miranda 's window , startling her -She shakes her head . Mouths something Pete ca n't make out .Turlington hits the gas . Miranda presses her face against the window so only Pete can see her say the following :Pete locks eyes with her , nods - as the cruiser leaves .

Tracy Seaver lies unconscious , hooked up to a series of machines . PULL BACK to find Pete with a young DOCTOR .Pete nods , disconcerted . Stares at the girl .

Her condition remains the same. Basically that ventilator is keeping her alive. We have no reason to think she'll ever wake up. I'm sorry.

Hey, it's a big place. The more the merrier. If I can just ask you to wait outside.

The Doctor gestures for Pete to make himself comfortable .The Doctor rushes off .

Like Tracy Seaver , Simon Reynolds is hooked up to a bunch of machines and cables . Suddenly his EYES SHOOT OPEN and the CARDIAC ALARM SQUEALS - Two NURSES rush in . The young Doctor right behind .The EKG whipsaws . The Doctor feels for a pulse , then slaps on the defibrillator pads , places the paddles on the chest -He begins chest compressions on Simon 's heart . He spasms violently once , twice - And then it stops . The Doctor and Nurses stare at the monitor . Flatline . Unseen by them , Rachel steps out of the room .

WE SEE Turlington and two other COPS climb in a patrol car and drive off . WE MOVE INSIDE the empty station .

Sheriff Ryan takes a healthy chug from a fifth of Scotch , slips it back in a drawer . Stares at his hands . Steady as a rock . Takes a deep breath . Knows what he must do next . A religious man despite everything , he brings his thumb to his forehead and crosses himself .

Miranda 's eyes snap open at the SOUND OF DEADBOLTS SLIDING UNLOCKED . Hopeful . Could this be Rachel ? A looming figure appears at the door . Does n't bother to shut it . Stares at her silently for a long while . And so begins a claustrophobic cat and mouse game :He studies her . Takes a step towards her . Miranda responds by stepping back . A slow motion semicircle , if you will . She eyes the open door . Tempted .She 's stalling , trying to keep him talking and he knows it .Patience tested , he suddenly WHACKS her across the face .She makes a big effort to hide how much that stung .And now Miranda briefly takes the reins of the conversation . Analyst and patient in session . Echoing her opening scene with Chloe .SMACK ! Another slap across the face . Miranda 's knees buckle . But she remains standing . Her lip trembles .This throws her off . She shoots a quick glance at the door .She hesitates . He draws his gun , tired . Removes the safety .Miranda is petrified now . Running out of ways to hide it .In a sudden move , Miranda shoves the chair at him and bolts out the door . The Sheriff does n't move to stop her .

Miranda dashes down the hallway , trying to escape . Takes quick inventory of the space : two more holding cells like her own , a row of filing cabinets , and a storage area with barred windows . She makes a turn up ahead and reaches another gate down the corridor . A sliding gate that closes off the cell area from the main station . She tries the gate . Locked , naturally . She shakes and bangs on it , desperate .No response . And no way to disguise the sheer panic in her voice . She fell for his trap . They 're all alone here .

Ryan smiles at that . Re - holsters his weapon and walks towards her , taking his time . Relishing the hunt .

Now Miranda searches for a place to hide . His FOOTSTEPS GETTING CLOSER -ANOTHER ANGLE Sheriff Ryan peeks down the corridor where we last saw Miranda . The gate still locked . She 's not there . He traces her steps , clearly enjoying this :

Miranda is cramped underneath an upturned desk . The SHOT is FRAMED so we can see the doorway . She prays silently :Clearly not here . Sheriff Ryan 's voice getting closer :He appears at the doorway now , peeks inside the room . Sensing her in there . Miranda holds her breath .He reaches the upturned desk and flips it over with a CLANGING SOUND . Miranda was n't underneath that one . She scrambles to the door behind him as he turns -

She slams the door shut on his fingers and fumbles to slide the deadbolt behind her when the door suddenly SMASHES OPEN against her , knocking her backwards onto the floor - He looms over her . She reaches around for anything to defend herself . Nothing there . Game over -Miranda stares , helpless . The Sheriff gestures for her to begin . Like he has all the time in the world . Miranda slides up the wall and starts to unclasp her bra under her shirt . Petrified -His demeanor and voice are eerily calm , as if in a trance . He takes the bra from her hand and hangs it around her neck , as if helping somebody with their tie . She takes a step back and finds herself pinned against the wall -He squeezes the bra tightly around her throat , choking her . She stares straight into his eyes - her whole body simultaneously frozen in place and shaking uncontrollably -And now we PAN DOWN TO see Miranda 's left hand ever so slowly reach for his holster .They 're so close together their noses nearly touch . He gazes into her eyes , watching life drain out of her . He applies one final burst of pressure , stretching her skin to the point of no return -BLAM ! A GUNSHOT rings out and half his ear explodes in a gush of blood . He stumbles back , still on his feet , dazed . He looks up at Miranda with the gun trained on him . Struggling to catch her breath . A faint smile forms on his lips , somehow appreciative of this turn of events .He steps forward , almost playfully . She slowly shakes her head . Wraps her fingers tightly around the trigger -He stares at her . Blood flowing from the side of his head . He 's now standing directly in front of Miranda 's open cell , weighing his options at triple speed -He takes exactly half a step forward when Miranda drills a BULLET through his forehead . Sheriff Ryan splays backwards and lands with a crash .

The door to Tracy 's room is closed . WE FIND Pete where we left him , by the soda machine , fighting to stay awake . MOVING TOWARD him , we COME TO REST ON the back of his neck . So TIGHT we can actually see the hairs on the back of his neck . And as he feels the SWOOSH of a cold whisper , they stand up on their ends . Pete turns to Tracy 's room to notice that the door is now open . Strange . He stands up and walks to the door .

Pete looks oddly around the room .As he turns , we REVEAL Rachel slipping out of the room . Unseen by him , of course . Pete starts to exit when Tracy opens her eyes . Groggily waking as if from a dream .

Turlington comes out of his cruiser , carrying a bag of take - out food . Chatting with his colleagues .

Turlington raps on the Sheriff 's door and opens it .No sight of the man . That 's odd . Maybe he 's in the bathroom . Turlington heads in that direction .

Turlington peeks in . checks the stalls .Nobody . He notices the back window is open because raindrops are blown in by the wind . He looks out to the parking lot for a moment before shutting it .

The FRONT DESK OFFICER is trying to hold back a grim Pete , Parsons and Teddy Howard from heading to the back area .Teddy Howard slaps an official - looking document on him .Turlington looks over the paperwork , confused .Turlington is not used to being spoken to this way , certainly not by upstanding directors of psychiatric institutes . He leads the men down the corridor and unlocks the cell . The men wait as all three locks are dutifully undone and then the heavy door is slid open . The men look inside and instantly stop in their tracks .

Sheriff Ryan , splayed . Very dead .Teddy Howard has to look away . Pete places his hand on Parsons ' shoulder . Parsons simply glares at the dead man , eyes filled with hatred . No sign of Miranda anywhere . Vanished . Like Houdini .

CAMERA SOARS THROUGH the tall gates , PAST the guard , PAST the sprinklers watering the impressive gardens . A TAXICAB pulls up . SUPERIMPOSE : SIX MONTHS LATER A healthier , much happier - looking Chloe shakes Pete 's hand at the front steps . Small suitcase by her side .Chloe smiles . Awkward . Her first day out in the real world .Chloe picks up her bag , climbs down the steps to her cab . Stops midway , turns :Pete shakes his head . Chloe nods , climbs inside the cab . Pete waves as it drives off . Then he pulls out a postcard from his pocket . It has a New York City postmark . INSERT - POSTCARDNEWSPAPER HEADLINES fly AT us under her V.O. : A -RRB- `` Female doctor still at large , wanted for questioning , '' with a picture of Miranda underneath . B -RRB- `` Guilt - ridden serial killer killed accomplice , then killed self : Female Doctor cleared on charges . '' Pictures of Sheriff Ryan and Douglas Grey side by side . C -RRB- `` Authorities close case on dual serial killers : community mourns murdered daughters . '' A picture of Officer Turlington , Pete , and Phil Parsons at a press conference .

BOOM DOWN TO a young woman kneeling down to set flowers on a grave and we recognize her as Tracy Seaver . Shockingly cleaned up and properly attired - she 's even cute .PULL BACK to see the gave is Rachel 's , and it is positively overflowing with flowers . She 's become something of a cause celeb in these parts . Tracy walks back to the retired couple holding hands , Phil and Dorothy Parsons .STILL PULLING BACK THROUGH the lush cemetery , PAST several trees until we find Rachel watching the serene scene . She turns TO CAMERA now and we PUSH INTO her eyes , finally at peace , until it FILLS the SCREEN and in it we see .

Miranda walking among the throng of pedestrians . She looks confident , relaxed , down to earth . No longer the tightly wound professional at the beginning of our story .She turns at the light and gets lost in the crowd . FADE OUT . THE END

NIGHT IN ALICE 'S ROOM . A little bit of moonlight coming in through the tiny window might make a highlight here and there but that 's about all . Words begin to crawl across the screen :We can HEAR STRAWBERRY ALICE and DAVEY BUNTING breathing heavily and the bed creaking .Davey and Alice are picking up speed now , breathing faster and even snorting a little , and it 's cold as Jesus in Nebraska in the winter so when the blanket slips , Alice snarls and gasps .There are six of these little rooms . one for each whore . behind Greely 's Beer Garden and Billiards and the walls are just boards so you can hear what 's happening in the other rooms and right now , from DELILAH 'S room , you can hear a high - pitched , merry little giggle and that 's important .Alice and Davey have stopped fucking and started listening but they do n't move .A blur of action as Davey leaps from the bed and dashes out of the room naked .and Alice is right behind him , wrapping herself in a blanket as she goes .

Of good family, albeit one of modest means, she was a comely young woman and not without prospects. Therefore it was at once heartbreaking and astonishing to her mother that she would enter into marriage with William Munny, a known thief and murderer, a man of notoriously vicious and intemperate disposition.

They were married in St. Louis in 1870 and they traveled North to Kansas where he engaged in farming and swine husbandry.

She bore him two children in the eight years of their marriage and when she died, it was not at his hands as her mother might have expected, but of smallpox. That was in 1878.

They were married in St. Louis in 1B70 and they traveled North to Kansas where he engaged in farming and swine husbandry. She bore him two children in the eight years of their marriage and when she died, it was not at his hands as her mother might have expected, but of smallpox.

Some years later, Mrs. Ansonia Feathers made the arduous journey to Hodgeman County to visit the last resting place of her only daughter.

William Munny had long since sold the place and disappeared with the children. some said to San Francisco where it was rumored he prospered as a dry goods merchant under a different name.

And there was nothing on the stone to explain to Mrs. Feathers why her only daughter had married a known thief and murderer, a man of notoriously vicious and intemperate disposition.

All she done was. when she seen he had a teensy little pecker. she gave a giggle. That's all. She did n't know no better.

Just because them smelly assholes like to ride us like horses do n't mean we got to let'em brand us like we're horses. Maybe we ai n't nothin' but whores, but by God we ai n't horses.

Jesus, Faith, what you been doin', givin' Skinny somethin' special?

A pony! She ai n't got no face left an' you're gon na give her a goddamn mangy pony.

You got to look sharp for that old oak. You miss the oak an' you ai n't gon na find it.

You just kicked the shit out of a innocent man, you big asshole.

One of us'll bring food in the morning. I guess you'll want some whiskey.

HE HAD IT COMING! HE HAD IT COMING FOR WHAT HE DID. AND THAT OTHER ONE TOO. BOTH OF THEM. FOR WHAT THEY DONE.

DELILAH is backed up against the wall , her face bleeding , and she is throwing the contents of her chamber pot on MIKE who is advancing on her with an open barlow knife and Davey busts into the room naked and Alice follows him and people are shouting in other rooms .The one coal oil lamp in the room gives off just enough light that you can make all this out . Certainly you can see that Mike , who is wearing leggings and no shirt , is a big tough man , unshaven , eyes inflamed with whiskey .LITTLE SUE , a fifteen year old whore , is in the doorway , eyes wide with terror and Alice screams at her .Davey is reluctant about the whole thing but he is afraid of Mike and he gets behind Delilah and grabs her .Mike is doing it now and Delilah is screaming while he carves her face with the barlow knife and blood is all over , splashing on Davey and Davey , who is just a kid , after all , nineteen with a big shock of unruly red hair and innocent blue eyes , is horrified .Alice ca n't wait for Skinny and she jumps on Mike 's back and brings the big man down and she fights him though she 's not a big woman . Alice is twenty - five but she 's been around some , whored some tough cow - towns , and she has too much bone and character in her face to be outright pretty but she attracts men like flies . Sure she has some smallpox scars on her face , but they 're common and there are only a few of them , not like on Skinny whose mean little face is eaten right up with them . VIEW ON SKINNY DUBOIS STANDING THERE IN THE DOORWAY , his nasty face eaten with smallpox scars and he is looking at Delilah who is a fountain of blood , looking at her coldly , and looking down at the melee on the floor and , pointing the big Navy Colt in his hand , he says ,And he says it so cold and with such authority that everything goes quiet .

HOLD HER, DAMMIT, DAVEY! If you do n't hold her I'll cut her tits off.

This here pony. I brung it for the lady. the one my partner cut.

Shut up, Alice. Little Bill, a whippin' ai n't gon na settle this.

This here's a lawful contract. betwixt me an' Delilah Fitzgerald, the cut - whore. Now I brung her clear from Boston, paid her expenses an' all, an' I got a contract which represents an investment of capital.

Damaged property. Like if I was to hamstring one of their cow ponies.

She could maybe clean up around the place or somethin', but nobody's gon na pay good money for a cut - up whore.

You boys took a while. Couple more days I was gon na call on the Sheriff.

The kind of people who'll come after that thousand, they wo n't tolerate if you do n't have it. They wo n't just cut your face up a little.

Them whores, they been fuckin' an' fuckin' all them cowboys that come into town the last two weeks.

. They been fuckin''em, ` an tellin' every bow - legged one of'em how they're payin' a thousand dollars to whatever sonofabitch kills them two boys which cut up Delilah.

You know how women kin lie. I knock'em around a little, ask'em where the money is, they say they do n't have none? but they coulda squirreled away that much, the five of'em. Maybe.

Well, if you'd cover up your face, maybe somebody'd want to fuck with you an' you would n't have to do all the cleanin'.

Easy, Little Bill, she's got ta work, she's got ta turn a dollar a time.

I. I own this establishment. I bought it from Greely for a thous.

SNOW/MOONLIGHT/THE SHADOWY BUILDINGS and the silence of the Nebraska winter except for the sound of the snowshoes . The snow has obliterated the Main Street of Big Whiskey giving the impression that the dark , low buildings are scattered at random . The only structure with any sign of life is Greely 's Beer Garden and Billiards which shows a glowing window and two horses out front and that is a hundred yards away from the struggling silhouettes of the two men on snowshoes . The big one is LITTLE BILL DAGGETT and he is very big , wrapped in a huge bearskin robe . The smaller one is CLYDE LEDBETTER who is n't small though he has only one arm .They make their way in silence through the snow , getting close now , close to Greely 's and the lights .

Hell, you know how Skinny is. Says he's gon na shoot'em. an I says, `` Skinny, you ca n't do that,'' an' he says, `` Well, then get Little Bill down here an' let's settle this'' an' I says, `` Bill's sleepin', Skinny,'' an'.

Clyde, step across to the German's an' fetch up one of his bullwhips.

You boys are off of the Spade Outfit. Got your own string of ponies?

Ai n't you seen enough blood for one night? Hell, Alice, they ai n't loafers nor tramps nor bad men. They're hard workin' boys that was foolish. Why if they was given over to wickedness in a regular way.

Oh, shit, shit an' damn, oh fuck my mother and my father, o damn an' jesus.

Roof? Jesus, Skinny, I done practically every damn thing myself. Roberts boy hauled wood, that's all.

Porch. I'm puttin' a porch on her so's I can puff my pipe of an evening an' drink my coffee an' watch the sun set.

Shit, Skinny, we got railroad barons an' cattle barons, but you' re gon na be the first of the billiard barons.

An' all them cowboys been riding that beef down to Kansas an' Cheyenne?

Nope. They'll stay out on the Spade country where they got friends.

I heard that one myself, Bob. Hell, I even thought I was dead til I found out it was just I was in Nebraska.

I guess that means you can read. An' I guess you boys seen them signs about surrendering your firearms. But then, like you told old Andy there, you ai n't armed, are you, Bob?

Charley, see what kind of `` books'' Mister Beauchamp is packing. but watch you do n't get wet.

Enemies, Bob? You been talking about the Queen again? On Independence Day?

What I'm doin' is talkin', hear? I'm talkin' to all them villains down in Kansas an' them villains in Cheyenne.

. an' how if there was. how they would n't want to come lookin' for it anyhow.

Them boys look like real hard cases. Did you kill all seven of'em dead, Bob. or did you just wing some of'em?

Oh yeah. Duke. Well, Bob, you always was hell an' Jesus with a pistol. but seven of'em, an' you protectin' the lady too. How'd you do it?

Well, Mister Beauchamp. from what I read of this here book, I'd have to say the writin' ai n't a whole lot different from the pitcher.

`` You have insulted the honor of this beautiful woman, Corcoran,'' said the duck. `` You must apologize.'' But Two Gun Corcoran would have none of it and, cursing, he reached for his pistols and would have killed them but The Duck was faster and hot lead blazed from his smoking sixguns.''

Well, Mister Beauchamp, I was at the Blue Bottle Saloon in Wichita the night English Bob killed Corky Corcoran. an' I did n't see you there. nor no woman, nor no two - gun shooters nor nothin' like that.

First off. Corky did n't carry two pistols, though he should of.

Some folks did call Old Corky `` Two Gun'' but not because he was sportin' two pistols but because he had a dick so big it was longer than the barrel on that Walker Colt he carried. An' the only insultin' he done was stickin' that big dick of his in some French Lady that Old Bob was sweet on. Well, one day Corky walked into the Blue Bottle and before he knows what's happening Bob takes a shot at him. and misses on account of he's drunker than hell.

Well, that bullet whizzin' by panicked Corky, an' he done the wrong thing! Pulled his gun in such a damn hurry he shot off his own toe. Meantime, Bob aims good and squeezes off another. but he's so drunk he misses again an' hits the thousand dollar mirror behind the bar. Well, now the Duck of Death is good as dead'cause this time Corky does right an' aims real good, no hurry.

Bam! That Walker Colt blew up in his hand. which was a failing common to that model. Now if Corky would have really had two guns instead of just a big dick he could have defended himself to the end.

Well he was n't gon na wait for Corky to grow no new hand. He walked over real close, bein' drunk, an' shot him through the liver.

Faster? Fast was his mistake. If he had n't of been in such a goddamn hurry he would not have shot off his toe with his first shot and he would have killed old Bob.

See, son, bein' a good shot an' bein' quick with a pistol. that do n't do no harm. but it ai n't much next to bein' cool.

A man who will keep his head an' not get rattled under fire. he will kill you like as not.

He will be hurryin' and he will miss. That there is as fast as I can pull an' aim an' hit anythin' more'n ten feet away. unless it's a barn.

Then he will kill you. That is why there are so few dangerous men like old Bob there. an' like me. It ai n't so easy to shoot a man anyhow. an' if the sonofabitch is shootin' back at you. well, it'll unnerve most fellas.

Them's the keys. All you got ta do is shoot me an' you an' English Bob can ride out free as birds.

Give them keys to the conductor and tell him he can loose the cuffs off of Bob soon as he's out of the county.

I guess you know, Bob, how if I see you again I'll just start shootin' right off an' figure it's self - defense.

I ai n't stealin' your biographer, Bob. Stayin' on was his idea.

`` No,'' he says, `` you are wrong Little Bill. That there is no Curly J but a bobbed J.'' He had worked it over, you see?

`` Jim,'' I says, `` You are a liar and a horsethief.'' Now - when he seen them others was n't gon na help him none - he started in to cryin' and sobbin' and sayin'.

`` Do n't kill me, Little Bill, do n't kill me, please do n't kill me.''

`` Well, Jim,'' I says, `` it makes me sick to see a man struttin' around and packin' two pistols an' a Henry rifle and cryin' like a baby.''

No,. but I ca n't abide them kind. an' you will find a lot of them in the saloons. tramps an' drunk teamsters an' crazy miners. sportin' pistols like they was bad men, but not having no sand nor character. not even bad character.

I do not like assassins an' men of low character like your friend English Bob. but Bob ai n't no coward who will cry to your face an' then.

Ordinance says you got to turn in your firearms to the County office day or night. I guess you did n't read it with the weather an' all.

Well, Mister Hendershot, if I was to call you a no good sonofabitch an' a liar, an' if I was to say you shit in your pants on account of a cowardly soul. well, I guess then, you would show me your pistol right quick an' shoot me dead, ai n't that so?

Mister Beauchamp, this here is the sort of trash I was speakin' of.

You will find these kind in the saloons of your prosperous communities.

Let the man out, WW. He is desiring to leave the hospitality of Big Whiskey behind him.

If they was just here for the fuckin', how come they lit out the back window?

Never mind about them horses, Fatty. Just you ride out to the Bar T an' make sure that other cowboy stays put an' do n't expose himself, hear?

You an' Andy get the hell out there. Find out where them other two went.

Well, Ned, you'll want to tell me an' Mister Beauchamp here all about them two villainous friends of yours, I guess.

Bring him in, boys, for I will be glad to know the names and the whereabouts of those other two murdering sonsofbitches.

Now then, Ned. you an'. uh. Mister Quincy an' uh. What was that young feller's name?

Before you said Elroy Quincy out of Medicine Hat an' Henry Tate out of Cheyenne.

Charley, go bring them whores here that fucked these boys the night of the storm.

Now, Ned. them whores are gon na lie different lies than you. an' when your lie ai n't the same as their lie. I ai n't gon na hurt no woman, I'm gon na hurt you. not gentle like I been doin' but. baaaad.

Alright, I'm gon na say just one more time so it's all clear an' then do n't ask me no more.

Now each of you that posse'd today has got one drink comin' off the county budget.

Hold it hold it. After them two, it's outta your own pocket. hear me, Skinny? an' we're pullin' out early tomorrow an' chase these fellas clear to Texas so I would n't spend much of your own money.

Now if we divide up into four parties an' hit all the farms an' trails in a circle, we're bound to find some one who seen them skunks an'.

Well sir. You are a cowardly sonofabitch because you have just shot down an unarmed man.

I guess you are Three - Fingered Jack out of Missouri, killer of women and children.

He's got one barrel left, gentlemen. After he has used it, pull your pistols and shoot him down like the cowardly, drunken scoundrel he is.

I do n't. deserve this. to die this way. I was. building a house.

Little Bill? He did n't say nothing. Like I said, he was buildin' his porch. Have you seen that thing?

You know there ai n't a straight angle in that whole goddamn porch. or in the whole house for that matter. He's the worst fucking carpenter.

Asked what they looked like, that's all. Christ, maybe he's tough but he sure ai n't no carpenter.

Little Bill come out of Kansas an' Texas, boys. He worked them tough towns.

DELILAH ON HER BED , her face covered with blood - soaked rags except for her eyes . Alice has hot water and is ministering to her and Little Bill is looking down at her from his enormous height , still in his bearskin . He looks disgusted .You can now see fear in Delilah 's eyes , and the other whores . CROW CREEK KATE with crazy pop - eyes and frizzy hair , and LITTLE SUE who is fifteen and meek even when she is n't terrified , and FAITH who is the oldest of them and not very attractive and SILKY who is blonde and the prettiest . are watching from vantage points in the doorway or in the room .Little Bill turns away , disgusted , and starts out of the room and Alice gets up and follows him .

Davey sitting naked on the floor of the bar room and Mike is sitting near him , still in his leggings and both men are shivering because they are fifteen feet from the potbellied stove where Clyde is standing watching them . It is a big room , with a crude bar and four tables and some moose and elk heads on the wall . The door near the rear where it says `` Billiard Room '' leads not to a Billiard Room but to the six little `` rooms '' that are the whorehouse and and now you can hear Delilah groaning from there . And Little Bill enters from the back of the bar room , stooping to pass through the doorway under the sign that says `` Billiard Room . '' Little Bill is huge and ominous . Some say he acquired the bearskin by staring the bear to death and others say he drowned the animal in spit . Anyhow , he 's big with a drooping moustache and he is sucking on his church warden 's clay pipe and you know he is n't scared of anything . And the two cowboys are scared to death , not just shivering from the cold , and Bill just looks down at them and sucks on his pipe and Alice comes in from the back way too and then Skinny and a couple of the whores gather in the doorway .Stark terror on the faces of Davey and Mike as Clyde exits .Alice is listening to this and her eyes are like coals and you can hear Delilah moaning in the other room .Skinny nods , pleased , and Alice watches , her eyes still hot .Davey and Mike nod , willing to say anything Little Bill wants .Clyde bangs in out of the snow with a buggy whip in his hand .For a long moment Alice just stands there glaring .

Alright. You done the cuttin'. Come the thaw, you bring in five of them ponies an' give'em over to Skinny here.

DAYLIGHT AND A BASIN OF BLOODY WATER and Little Sue is just dipping another towel in the hot water next to Delilah 's bed , changing the bandages . All the whores are there in various states of dress , lounging on the floor , leaning against the wall .Silky is thinking it over , frowning , and then she makes her decision .All the women laugh and Delilah through her bandages makes a gurgling sound and Little Sue 's eyes light up .

If Delilah do n't care one way or the other, what're you so riled about?

Th - th - they just c - c - come for the b - b - billiards, Little Bill, honest.

Th - th - they was g - g - goin to F - f - fort B - b - buford t - t - to.

Silky an' Faith, they rode off to the East an' two deputies was followin' them.

They. they killed him. I. thought you know that. I thought you knew because.

N - no. He. he beat him up. He was making him. answer questions. and beating him up. and then. Ned just died.

Little Bill did n't mean to kill him. he said he was sorry an' all. but he said it was a good example anyhow.

In front of Greely's. It says, `` This here is what happens to.''

L - lies. at first. About how you was just passin' through and did n't kill nobody. an' Little Bill kept askin' questions, mixin' him up, catchin' lies. an' then he'd beat on Ned an' Ned would cry and lie some more an' then. then.

A cowboy come in sayin' you killed Quick Mike in the shit house at the Bar T.

Not on purpose. But he started hurtin' him worse. makin' him tell stuff. First ned would n't say nothin'. but Little Bill hurt him so bad he said who you was.

The hog in the mud , snorting and squealing , ugly as hell and BILL MUNNY in the mud with him , pushing and shoving , trying to move the stubborn animal and Munny goes down face first and comes up more covered with mud than he already was and the words on the screen say ,Munny is thirty - five or forty years old , his hair is thinning and his moustache droops glumly over his stubbled jaw . If it were not for his eyes he would look like any pig farmer with his canvas overalls tucked in his boots pushing on a hog . He is pushing on the hog again , grunting with the effort , when he hears the voice .THE KID is only six feet away , the sun behind him , sitting on a very big and very ancient Morgan horse . He 's wearing a wide - brimmed Texas hat , a vest , a holstered pistol , and he is a wiry kid , maybe twenty years old , with scraggly blonde hair , four of his upper front teeth missing , and a funny , squinty way of looking out of his watery blue eyes . Most of all , he does n't look very prosperous .Munny does indeed have three fingers on his left hand and he does n't like this conversation at all .The voice belongs to WILL , a skinny ten - year - old who dashes up with his seven - year - old sister , PENNY , right on his heels . The kids are ragged and dirty , they do n't look well fed or even very healthy . Even as Will speaks to his father , Munny , his eyes , and Penny 's too , go to The Kid . They do n't see many strangers .Munny winces . The Kid ignores the interruption .Munny ignores the question , already on his way to the miserable - looking shack .

You do n't look like no rootin', tootin', sonofabitchin', cold - blooded assassin.

I seen how you got only three fingers on your left hand, though, so I guess you're calling yourself Mister Bill Munny.

You shot Charlie Pepper, did n't you? And you're the one killed William Harbey an' robbed the train over.

Son, this here pig got ta be moved outta this pen, away from them others. Penny, you give yer brother a hand.

You're Pete Sothow's nephew, huh? Hell, I thought maybe you was someone come to kill me.

No cussin' now, Will. Go on out the pump an' clean up some an' I'll be along. Check them other pens.

I ai n't like that no more, Kid. Whiskey done it as much as anythin' I guess.

I ai n't touched a drop in ten years. My wife, she cured me of it. cured me of drink an' wickedness.

Take care of your sister, son. You can kill three chickens if you need, not no more. Keep the hogs that got fever separate if you can. An' if you need help, go see Sally Two - Trees over to Ned Logan's.

Now this here horse is gettin' even on me. hold on gal. for the sins of my youth. In my youth. before I met. your dear departed mother. I was weak an' givin' to mistreatin' horses an' such. An' this here horse. an' that ole pig, too, I guess. is my comeuppance for my cruelty.

Used to be I could cuss an' hurt an animal. til your departed mother, God rest her, showed me the error of my ways.

I wo n't be no longer than a couple of weeks. Remember how the spirit of your departed maw watches over you.

Hullo Sally. I. uh, I ai n't seen you in near as long as this, uh. as this horse ai n't felt the saddle.

Should be easy killin' em. supposin' they do n't run off to Texas first.

Cut up a woman. Cut her eyes out, cut her tits off, cut her fingers off. done everythin' but cut up her cunny, I guess.

I guess you would n't mind to look in on my youngsters next week. Might be you could help them move a couple of them pigs if they got to separate'em more.

She knew me back then. an' she seen what a no good sonofabitch I was. an' she wo n't allow how I've changed. She just do n't know how I ai n't like that no more.

I ai n't the same, Ned. Claudia, she. straightened me up, got me clear of the whiskey an' all. Us goin' to do this killin'. that do n't mean I'm back to like I was. I just need the money. for a new start. for them youngsters.

Remember that drover, the one I shot in the mouth so's the teeth come out the back of his head? I dream about him now an' again. I did n't have no reason to shoot him. not one I could remember when I sobered up.

Nobody liked me. none of the boys. They was scared of me. figured I might shoot'em out of pure meanness.

Hell, no. I'm just a fella now. ai n't no different from anyone else no more.

A man like me. A man like me ca n't get no woman but one he's gon na pay for. an' that ai n't right. buyin' flesh.

Claudia, God rest her soul, she would n't have wanted me doin' nothin' like that, me bein' a father, an' all.

Well, now Kid, there's two of these cowboys, ai n't that so? Better there's three of us. maybe them cowboys got friends. Maybe.

Now Ned's a hell of a shot with a rifle. Hell, he can hit a bird in the eye flyin'.

Now hold on, boys, hold on. Now, Kid, you kin see fifty yards, ca n't you?

Now, you hear that, Ned? The Kid can see fifty yards fine, hear?

You fucking no - good goddamn shit - faced pig fucking dirty whore.

Well, I ai n't like that no more, Ned. I ai n't no crazy, killin' fool.

I. dunno. I mean, I guess not. No, they ai n't carryin' no guns.

The angel. the angel of death. I'm scared, Ned. Ned, I'm gon na die.

Ned. do n't tell nobody. do n't tell the kids. do n't tell'em none of. none of the things I done.

I thought I was gone. See them birds? Most times I would n't even notice them birds much. But I'm noticin''em real good'cause I thought I was dead.

I did n't mean I did n't want one'cause of you bein' cut up. I did n't mean that.

It ai n't that at all. You're a beautiful woman. What I said before, how I might look like you. I did n't mean you was ugly like me, hell no. I only meant how we both had scars.

You're a beautiful woman an'. if I was to want a free one, I guess I'd want you more than them others. It ai n't. See. I ca n't have no free one on account of my wife.

If he gets behind them rocks we ai n't gon na get him. not without we go down there.

WILL YOU TAKE HIM A FUCKING DRINK FOR CHRIST SAKE! WE AI N'T GON NA SHOOT.

Shit, Ned, if we're lucky, we could kill him by nightfall. or maybe tomorrow morning. Then we could head back, all three of us, with the money.

Me an' the Kid, we'll head over to the ranch an' as soon as we find him, we'll shoot him. Then we'll come back an' the three of us pick up the money an' head South together.

I'll bet anything he wo n't go to town nor he wo n't ride out on the range. Right off he'll hole up at the ranch.

Ned, do n't pay no mind to what the Kid said about the money. I'll bring your share along, hear? The Kid's full of shit, hear?

I do n't remember, Kid. I was drunk most of the time. Give me a pull on that bottle, will you?

It's a hell of a thing, ai n't it, killin' a man. You take everythin' he's got. an' everythin' he's ever gon na have.

Well, you do n't wan na trust me too much. We'll take Ned his share together so you do n't figure I run off with it.

Yeah, he went South ahead of us. I guess we'll catch him before.

Nobody did n't kill Ned, he went South yesterday. He did n't even kill nobody. Why would anybody kill Ned?

Good example! Good example of what I'd like to know? He did n't even kill nobody. he could n't do it no more.

The questions Little Bill asked him. what sort of questions was they?

I thought you wanted to buy spectacles an' fancy clothes an' all.

Shit, Kid. I ai n't gon na kill you. You're. the only friend I got.

This here money, take my share an' Ned's an' leave it with my youngsters. Tell'em half goes to Sally Two Trees if I ai n't back in a week. The rest is yours. you could buy them spectacles.

Stay clear of folks you might see. There's plenty out lookin' to hang you. Go on now, skedaddle.

He should have armed himself if he was gon na decorate his saloon with the body of my friend.

I have done that. killed women and children. I have killed most everything that walks or crawls an' now I have come to kill you, Little Bill, for what you done to Ned.

Every asshole that does n't want to get shot best clear out the back quick.

I'm comin' outta here. an' any fucker I see out there, I'm gon na kill him. an' any fucker takes a shot at me, I ai n't just gon na kill him, but I'm gon na kill his wife an' all his friends an' burn his fucking house, hear?

You boys better bury old Ned right. and you better not carve up nor otherwise harm no whores. or I will come back an' kill more sonsabitches, hear?

Before I met your maw, God rest her soul, it used to be I was kinda. wicked. drinkin' spirits an' gettin' into scrapes an' all. Only she made me see the error of my ways an'. I ai n't like I was no more.

Like I was sayin' you do n't look like no meaner than hell cold - blooded damn killer.

Well, Uncle Pete said you was the goddamndest meanest sonofabitch ever lived an' if I ever wanted a partner for a killin', you was the worst one. Meanin' the best. On account of you're cold as snow an' do n't have no weak nerve nor fear.

I'm a damn killer myself, only I ai n't killed so many as you because of my youth. Schofield Kid, they call me.

Bein' my partner. I'm headin' North up around the Niobrara in Nebraska. Gon na kill a couple of no good cowboys.

For cuttin' up a lady. They cut up her face an' cut her eyes out, cut her ears off an' her tits too.

Well. you do n't look so prosper - ous. Hell, you could buy her a new dress out of your half. We could kill them two an' you could buy your wife one of them fancy.

Do n't tell nobody about the reward an' all. Do n't need no other gunmen tryin' to collect.

If you was to change your mind, might be you could catch me. due West to the Western Trail an' North to Ogallala.

Bet your ass I kin see fifty yards an' I kin shoot this sonofabitch.

Say, Bill. That business in Jackson County. did that really happen? I mean how they say it happened?

An' how there was two deputies up close pointin' rifles at you. had you dead to rights. an' how you pulled out a pistol an' blew them both away to hell. an' only took a scratch yourself.

Uncle Pete told me he never seen nothin' like it, shootin' your way out of a scrape like that.

Well, I got ta know what kind of fellas I'm ridin' with, do n't I? In case of a scrape.

He would n't of took no beating like that if it had n't of jammed. He would n't just give it over an' not shoot no one.

Well, we're just waitin' on the weather. If the weather breaks tomorrow we could.

Do n't you ladies worry none. Me an' Ned, we'll kill those two fuckers.

All of it. About him, an' you an' Uncle Pete. about robbin' the Rock Island Pacific. an' about them Missouri Banks.

Well I guess Bill Munny was n't no fearless killer an' bank robber like he said.

I ca n't spot'em myself but you could. That red - haired one, you could spot a half - mile off, I bet.

Where are you, Bill, where are you, I ca n't see you. Wait for me.

Is that what it was like, Bill, in the old days. ridin' out with everybody shootin'. smoke all over an' folks yellin' an' bullets whizzin' by?

Shit. I thought they was gon na get us. I was even. scared a little. just for a minute.

I shot that fucker three times. He was takin' a shit. He went for his pistol an' I blazed away. first shot got him in the chest.

That Mexican. the one that come at me with a knife. I busted his leg with a shovel. I did n't shoot him or nothin'.

H - hell yeah. I killed the hell out of him. three shots. he was takin' a sh - sh - shit an'. an'.

Oh Ch - ch - christ. it do n't. it do n't seem. real. How he's. DEAD. how he ai n't gon na breathe no more. n - n - never. Or the other one neither. On account of. of just. pullin' a trigger.

You. you could keep it, Bill. I ai n't. gon na use it no more, I ai n't gon na kill nobody.

She ai n't hardly a saddle horse no more, Paw. She ai n't used to the feel.

Munny selects a tin cup from a wash pan of dirty dishes . It is dark and cool inside his one room sod hut . and poor . The Kid checks one of the three chairs for stability before sitting down .Munny serves the coffee gloomily and sits down . It appears his feelings are hurt but The Kid does n't notices .Will has slipped into the house with Penny in tow and they are both covered with mud and Will is swearing toshow off to the stranger .The two kids back out the door , eyes on the pistol and the stranger , and Munny walks over near the beds with his back to The Kid .

Will and Penny in front of the house , looking up at The Kid who is mounted again and Munny is standing there taking leave of The Kid .Munny waves at The Kid and for a long moment watches him trot across the flat , grassy fields . Then he turns back to his shabby farm and the squealing pigs and the two children who are looking up at him .

Munny in the mud and the pig squealing and Will is there pushing too and Munny goes in face first again and when he comes up he slowly wipes mud from his face and , turning , he looks across the fields . VIEW ON PENNY Coming up beside the pen .Munny frowns and looks off at the horizon , lost in thought . VIEW ON THE KID Way off in the distance , disappearing on the horizon .

EXTREME CLOSE UP ON DELILAH Delilah 's face ! The cut - whore . Skeins of criss - crossing raised flesh , a vicious web of scars dominated by her eyes that are deep and beautiful . She 's hanging clothes on a clothes line on Big Whiskey Hill , the gentle slope above the town . Alice , Little Sue , Silky , Kate , and Faith are close by , hanging clothes or washing them in the gurgling stream . Faith is the first to glance down the hill toward the town and to notice . She draws in her breath and turns to Alice and catches her eye and Alice looks down .

The muddy North Road and the two riders , and they are Quick Mike and Davey Bunting leading their ponies in , passing a crudely painted sign that says : `` Ordinance 14 . No firearms in Big Whiskey . Deposit them at County Office . By Order of Sheriff . ''

The whores on the hill . One by one , with no words exchanged , they feel the silence and turn and exchange glances and they glance at Delilah . She winces and turns back to hanging clothes . VIEW ON A HORSE 'S OPEN MOUTH AND SKINNY Inspecting .The horses are gathered in front of Greely 's and Skinny moves among them inspecting them while the two cowboys remain mounted .Davey is holding the halter of a little paint and when SKINNY starts to inspect the pain , Davey pulls the pony away .Skinny and Davey lock eyes and Skinny is wondering how far to push it when SPLAT ! Davey gets a face full of mud . The three men turn to see the whores coming around the side of Greely 's , all except Delilah , and they are throwing mud , scooping it from the sloppy street and . MIKE gets a hit on the chest and then on the face and he gives an ugly look and wheels his horse and digs in his spurs and heads North at a trot and mud continues to rain on him as the whores jeer .Surprisingly , Davey turns his horse right into the barrage of mud and taking it in the face and on the chest he dismounts . His paint takes a big gob of mud on one eye and Davey wipes the mud off tenderly .The whores stop throwing mud abruptly . There is a pause . and they can see that he is just a kid , and that he is sorry as hell and that he is about to cry and they are touched , especially Little Sue .SLOP . Davey gets it in the face with a big gob of mud as Alice resumes fire and SPLAT , the paint gets it . Faith and Silky and Kate hesitate just a moment . and then they dig in and start jeering and throwing again and Little Sue bends down slowly and picks up some mud and then she just stands there with it , almost crying , and watches the cowboy turn away under a barrage of mud and mount his pony and ride out , mud hitting him all over and the women jeering and running after him in the muddy street . VIEW ON DELILAH Hanging clothes up on the hill and she canhear the shouting in the distance and she turns and looks down with the beautiful eyes and sees the cowboy riding out of town slowly , chased by the jeering women .

CLOSE on a photograph of CLAUDIA in Munny 's hands . He is inside , kneeling on the floor beside an open truck and he is studying reverently the old photo of Claudia , smiling radiantly in her best dress . Finally Munny puts the picture down and digs in the trunk among folded dresses that belonged to her until he feels something metal and he sees the blue steel among the white cloth and then he pulls it out . an old Starr .44 Pistol .

CLOSE on a Mojav coffee tin as Munny places it on the fence behind his sod hut . Munny has the Starr in his right hand and he turns and walks back toward the house 15 yards away . Will and Penny are watching . They know something is going on , but they do n't know how to ask what it is . Munny faces the coffee tin and solemnly extends his pistol arm straight out and carefuly sights along the barrel . BAM ! A burst of flame and a puff of black smoke from the gun . The Mojav tin has n't moved . Slowly , carefully , Munny raises the gun again and aims with great deliberation . BAM ! The coffee tin does n't move . Munny shakes his head slowly in disgust and aims again . BAM ! Missed again . Munny gives a quick sheepish glance in the direction of the children . There is a lot of smoke . He aims again and BAM ! He misses . Munny is irritated and he aims and fires hastily and flame bursts from the gun and smoke and The tin is unmoved . Will looks at his feet , embarrassed , not wanting to meet his father 's eyes . Munny stuffs the pistol in his waistband and disappears into the house . Will and Penny look at one another nervously , wondering what 's happening .Will does n't answer and then he looks up because Munny steps out of the house again , a sawed off Remington 10 gauge shotgun in his hands . Munny raises the double barreled weapon to his shoulder and aims carefully and . BARRRROOOOOM ! The can flies away in pieces and some of the fence , too .

A HEADSTONE . It says : `` CLAUDIA FEATHERS MUNNY Born , March 11 , 1849 Died , August 6 , 1878 , aged 29 years , in the full enjoyment of that love which constrained her to leave all for Christ and heathen souls Lo , we have left all and followed thee : What shall we leave therefore . 19:25 '' The headstone is under a couple of shade trees fifty yards from the sod hut . MUNNY is sitting on a rock under the trees looking at the headstone and he has on a cheap black suit now . He twists the hat , tormented . and he starts to say something out loud but he ca n't because men do n't talk to stones . So finally he gets up , slumped in defeat , and he puts a little bouquet of flowers on the grave and he turns away unhappily .

The ALBINO MARE snorting and shying , anxious to lose the saddle . Will has her by the halter , holding her with effort , in front of the house .Munny walks up and puts his hand on Penny 's head fondly .Then he turns to the mare and shoves a foot in the stirrup to mount but the horse shies and Munny goes down in the dust looking very undignified . And Penny is horrified and humiliated for her father whom she worships and Will 's eyes are big because Munny 's coat came open and he caught a quick glimpse of the Starr pistol stuck in the waist band .Then Munny has one foot in the stirrup and the horse starts to shy and Munny has to hop around with one foot stirruped and the other not . and when he tries to swing aboard he falls back .And he still ca n't make it , so to cover his embarrassment he talks to the kids while he hops around desperately trying to mount .At last he is in the saddle and takes a deep breath .Munny turns the Albino mare and starts out the gate going Weat toward the fields .Will and Penny are watching him go and Will is fighting back the tears but Penny has lost the battle and she is crying and the horse whinnies . VIEW ON MUNNY Twenty yards away getting up off the ground and trying to catch the shying , prancing horse on foot , his dignity a shambles .

Alice IN PAIN because Skinny is twisting her arm and they are in Alice 's room . it is still night . and the other whores are there , scared , nervous .

VIEW on HOT SUN blazing down . BANG BANG BANG , HAMMER ON NAIL and the fingers holding the nail are swollen and purple and then . WHUP Hammer on flesh .Little Bill is hopping around in his hat and boots and nothing else in front of his brand new one story , four room , frame house that has n't been painted it 's so new and does n't have a porch yet , though that is being begun . sort of . In fact . the house does n't look quite right . looks a little lopsided . Skinny Dubois is standing there , in the clearing wiping his brow and catching his breath and watching Little Bill .Little Bill is back at it , hauling a four by six into position .The train whistle screams loudly below in the valley and turning nervously , Skinny can see a puff of steam above the distant trees .Little Bill is n't really paying attention to anything but his house .Little Bill drops the board he 's holding up and turns sharply to Skinny . Down in the valley the train whistle screams and after a long , tense moment , Little Bill turns and looks out over the valley , frowning .The train whistle screams down in the valley and the train is chugging in the distance , pulling out , headed South .

SALLY TWO TREES , weeding under a hot sun . She is an Indian woman about forty years old , heavy , and she is pulling weeds from a neat garden near the Logan House and she looks up and she sees something and frowns and keeps looking and does n't like what she sees , A MAN IN THE DISTANCE RIDING AN ALBINO MARE , making his way slowly through the prosperous fields of young corn . VIEW ON SALLY She looks over at her husband , NED LOGAN , who is working not far away and he seems to `` hear '' her look because he turns to her and , seeing her troubled expression , he follows her look and he too sees the rider on the Albino mare .Ned is about forty , balding , a farmer , but not as seedy looking as his old friend , Bill Munny . VIEW ON MUNNY Trying to dismount and the Albino prancing and Munny staggering and Sally looking at the scene grimly .Munny gets up out of the dust looking uncomfortable and Sally just stares at him coldly .Munny nods an uncomfortable thank - you to Sally as Ned leads him toward a house that is very different from Munny 's . It is a two story frame house freshly painted and surrounded by a well - tended garden , a tool shed , a barn and lush fields . As the men disappear into the house Sally leads the Albino toward the barn . Her sharp eyes do n't miss the stock of the shotgun where it protrudes slightly from the bedroll . Her eyes seem to see even into the future . and all they see is trouble .

Easy, huh? Hell, I do n't know that it was all that easy then. an' we was young an' full of beans.

Bill. if you was mad at'em. if they done you wrong. I could see shootin''em.

What'd they do anyhow? Cheat at cards, steal some strays, spit on a rich fella?

He's shootin' over that way. Who's he shootin' at over that way?

Well, this here's Ned Logan. Ned, this here's the Schofield Kid, nephew of Pete Sothow an'.

I was only checkin' it for you. Thought maybe somethin' was bent.

Clouds, Kid. We was lookin' at them clouds on account of we got a storm ridin' up our ass.

No sir, I did not give up robbin' an' stealin' on account of I got religion. I give it up'cause I got too old for all this here nature.

I give it up'cause I hate sleepin' out in the air. fuckin' sticks in my food. an' fuckin' bugs in my food. an' fuckin' rocks under my back.

Last night I said I missed my fuckin' wife. tonight I just miss my fuckin' bed.

What he was talkin' about. how them deputies had the drop on you an' Pete.

I remember how there was three of them deputies you shot. not two.

Listen, Bill, I'm gon na see what's takin' The Kid so long. Must be he's gettin' an advance offa them sportin' ladies.

Say, Bill. If I was to. take a little while myself. I guess you. I guess you. I guess you do n't want to come?

Shit, Kid, you pulled your pistol. right outta the lady an' out the back window.

Kid, it ai n't gon na mean nothin' to you, but the roof I built on my house, it do n't have a leak in it. not one.

Most folks think a school house is the first sign of civilizin'. but I say it's a good roof.

CLOSE on CLEAN CERAMIC COFFEE MUGS as NED takes them from a tidy cabinet in his cozy kitchen with the cast iron stove , the solid table . Munny is sitting at the table looking moodily into space .It hits Munny like salt in a wound and he just takes it . They both know Ned is right and they think about it silently . Finally Munny speaks glumly .Ned has been thinking about it while Munny 's talking , wrestling with it and now Munny is out the door .Munny turns and looks at Ned and their eyes meet and Munny realizes Ned is coming .

Munny landing with a thud in the dust and picking himself up hurriedly and casting a sheepish glance over his shoulder at Ned as he makes another awkward effort to mount the mare .CLOSE VIEW The sad , wise eyes of Sally Two Trees as she watches the two riders disappearing in the distance . her eyes are saying good - bye .

THE RIDERS IN THE DISTANCE . One horse is walking and the white one is prancing and shying in an unruly manner while her rider fights desperately for control .

Night and the sizzling campfire as Ned empties the grease from the frying pan into the fire . Munny is already lying down , fussing in his blankets to get comfortable and the crickets are chirping up a storm .After a pause , Ned rolls over to go to sleep and says something kind by way of saying goodnight .Ned settles in his covers and so does Munny and the crickets chirp for a long moment but Munny ca n't sleep with the lie .

The headline on the newspaper says `` President Garfield Wounded . '' FUZZY , a cowboy , is sitting in the rocking coach reading the paper with great effort , partly because of the motion of the train and partly because Fuzzy ca n't read very well . but CROCKER , the rough looking cowboy on the seat next to him ca n't read at all .Across the aisle two well dressed gentlemen are sitting . The one by the window , the lean one in the frock coat and slouch hat , is WW BEAUCHAMP and the one on the aisle , pudgy , pinkcheeked , with neat muttonchop whiskers , wearing a frock coat and waistcoat and a silk slouch hat in spite of the heat , is ENGLISH BOB . English Bob has beady blue eyes , is about thirty - five and pulls constantly on a good cigar .Crocker , not liking or understanding the interruption , gives English Bob a hard stare .THIRSTY , a cowboy sitting behind Crocker , turns in his seat , sensing the tension in the air and WW feels it too and shifts uneasily . but English Bob is unperturbed and he puffs cheerfully on his cigar .Crocker is shifting in his seat so that the revolver in his holster is prominent and there is uneasy stirring among the nearby passengers . A DRUMMER looks around for exits .English Bob , unperturbed , just pulls on his cigar .

All I want to know is what sonof - abitch shot him, that's all. Was it one of them John Bull assholes?

No, sir, I believe the would - be murderer is a gentleman of French ancestry. or so it would seem. I hope I wo n't give offense if I observe that the French are known to be a race of assassins, though they ca n't shoot worth a damn. any Frenchman among the present company excluded of course.

Says here a fellow by the name of `` Gitto.'' `` G - U - I - T.''

Well, sirs. again not wishing to give offense. it might be a good idea if the country were to choose a Queen. or even a King. rather than a president. One is n't as quick to take a shot at a King or a Queen. The majesty of royalty, you see.

Maybe you do n't wish to give offense, sir, but you are givin' it pretty thick. This country do n't need no queens whatsoever, I guess.

Might be the `` dude'' is English Bob. the one who works for the Union Pacific shootin' Chinamen. Might be he wants for some dumb cowboy to touch his pistol. so's he can shoot him down.

Why do n't we shoot some turkeys, friend? Ten shots. a dollar a turkey. I'll shoot for the Queen, and you can shoot for. whomever.

I believe that's eight for me. to one for you. A matter of seven of your American dollars.

No doubt your aim was affected by your grief over the injury to your. uh. president.

It's a savage country. That's the second one shot in twenty years. It's uncivilized shooting people of substance.

Well, sir. neither my companion nor I carry firearms on our persons. Rather, we trust in the goodwill of our fellow man and the forbearance of reptiles.

can see that there's a dignity in royalty. a majesty. that precludes the likelihood of assassination.

A wise policy. But if you did, I can assure you, the sight of royalty would cause you to dismiss all thoughts of bloodshed and stand. in awe.

Little Bill, I thought you were dead. I see you shaved off your chin whiskers.

What I heard was that you fell off your horse drunk and broke your neck.

I imagine you could overlook those, eh, Bill? If you did n't see them. or hear them?

A plague on you! A plague on the whole stinking lot of you! You're uncivilized vermin, without laws or morals! You're worthless savages! I curse you! You're cursed! Cursed!

Hell, yeah. A bunch of us Bar T boys went out lookin' on account of them killin' one of our own. We come across this fucker on a roan goin' South an'.

No. but I guess he will soon enough. Had a Spencer rifle on him an' he was.

Turkeys bursting from long Nebrasks grass as the train whistle screams . BLAM ! A turkey plummets to earth . BLAM ! Another goes down . VIEW ON ENGLISH BOB On the swaying platform between cars , his pistol smoking and BOB brings it up again fast and sights and BLAM ! AN EXPLOSION OF FEATHERS plummeting down and disappearing in the long grass . VIEW ON THE OTHER SIDE OF THE PLATFORM Where WW Beauchamp , Crocker , Thurston , Fuzzy and the nervous Drummer , in a cheap bowler , are standing . They are all impressed with the fact that English Bob is one hell of a shot with a pistol .

Bawling cattle milling in the pens south of Big Whiskey , and the train hissing and steaming at a standstill . CLOSE VIEW Two leather valises and a leather rifle case as MUDDY CHANDLER tosses them on his mud wagon , a sort of open stagecoach . The scene is one of chaos as the train steams and hisses and baggage is tossed off and more is tossed on .WW hands Chandler the money and , as he and English Bob climb into the mud wagon , they are accosted by GERMANY JOE SCHULTZ who runs the livery stable and does horse business with railway passengers on the side .

I godd nize horzes I zell you, boyce. Nize prizes for Independence Day, boyce.

English Bob and WW riding in the mud wagon , bouncing uncomfortably in spite of the slow pace , and eating dust and sweating profusely .The mud wagon rattles past the South Road sign . It is similar to the one of the North Road and says : No Firearms in Big Whiskey . Ordinance 14 . Deposit pistols and rifles County Office .

Uh. It's. uh. generally considered desirable in the publishing business to. ah. take certain license in depicting the cover scene. for. ah. purposes involving the. ah, market place.

Uh. I can assure you, Mister Daggett. the events described within are based. on the accounts of eye witnesses and.

I believe that to be an accurate description of the events, sir. albeit there is a certain poetry to the language which.

Actually, then, Mister Corcoran was faster on the draw than the D. English Bob?

Wh - wh - when confronted by superior numbers, the experienced gunfighter will fire on the best shots first.

Deputy ANDY RUSSELL stepping out of the County Office as the mud wagon clatters to a stop in front of the Big Whisky Inn . Andy is just twenty , a good looking kid with a badge on his vest and a holstered pistol . He watches the passengers climb out of the mud wagon and , as English Bob alights , his frock coat parts and gives ANDY just the quickest glimpse of a holstered pistol under the coat .WW looks at English Bob and English Bob turns and looks Andy up and down very coolly .And English Bob gives a smart bow , turns with a swirl of coat - tails that allows a brief glimpse of not one , but two holstered pistols , and marches off . As WW follows English Bob , he glances nervously back to see what young Andy will do but Andy just stares nonplussed . In that quick glimpse , Andy saw how the weapons were tied down with thongs , meaning the owner wanted a quick pull . and this shit is out of his league .

Pardon me, gentlemen, but local ordinance obliges you to surrender your sidearms to proper authority for the duration of your visit.

KER - CHICK , CLACK , A HENRY RIFLE COCKED and the action checked . Andy is cleaning the weapon in the County Office .SHUCK , KA - CHAK . CHARLEY HECKER breaks open a single barreled shotgun and moves a shell in .Fatty is sitting in a chair in front of the empty jail cell cleaning a revolver , oblivious to the tension .Outside a horse clatters up fast and Andy jumps nervously to the window .Clyde bursts in the door . He is wearing two gun - belts crossed , with a holster on each side . Since he has only one arm , he carries one pistol butt forward and the other butt back .Clyde looks up , surprised . There is a sudden silence .Andy drops his eyes and looks away from Clyde .

If I'm gon na get shot, I druther it was hot then cold. Everythin' hurts more in the cold.

If you was to get shot, Andy, would you like it better to be a hot day or?

It was all loaded. Jesus, Clyde, you got three pistols an' only one arm for Christ sake.

Three seedy lookin' fellas come inta town, Bill. They're down to Greely's an' at least two of'em got guns.

Witherspoon says he ai n't gon na sell us no more thirty - thirty shells without we pay.

Amos over at the stable says to ask you if the County's payin' feed for ALL the horses or if.

English Bob , delighting in the smooth feel of his freshly shaved pink cheeks , climbs cheerfully out of the barber chair , still chattering at the poor BARBER .The Barber is applying his little whisk broom to Bob 's waistcoat while WW pulls out his purse to make payment .The Barber does n't know how to take this guy , and just ogles him .WW has already stepped out and English Bob follows him out the door .

says. Why, if you were to point a pistol at a King or a Queen, sir, I can assure you your hand would shake as though palsied.

Down the street and across. Greely's Beer Garden and Billiard parlor. Just ask for Alice and say you want a game of billiards.

English Bob steps out the door .Something 's wrong ! There is a funny quiet and WW is frozen like a ramrod . English Bob looks around . VIEW ON CHARLIE HECKER Ten yards to Bob 's right , pointing a 12 gauge shotgun and Fatty Rossiter a few feet away pointing his old Enfield . VIEW ON ANDY RUSSELL On Bob 's left , pale and tense , pointing his Henry , and Clyde Ledbetter kneeling near him , leveling one of his pistols . VIEW ON LITTLE BILL Standing ten yards away in the empty dusty street where the Fourth of July flags are flapping .VIEW ON THE STREET Empty , silent . VIEW FACES IN THE WINDOW of the Blue Bottle restaurant . EGGS ANDERSON , TOM LUCKINBILL , MRS. PEEVEY , HOPPITY THOMAS , peering out . VIEW Alice , Kate and Little Sue in Greely 's window and , in the open doorway , ready to duck for cover , Skinny and Germany Joe Schultz and PADDY McGEE , the cooper . VIEW ON ENGLISH BOBCharley is taking all this in wide - eyed .And WW is reaching for a pocket . VIEW Andy and Charley and Clyde and Fatty tensing to fire . VIEW ON ENGLISH BOBWW freezes , terrified . and a puddle of urine forms at his feet .With a sardonic glance at the arsenal trained on him English Bob gives a shrug and holds open his coat in surrender , exposing two fancy holstered pistols . Little Bill gives Andy a head signal and Andy steps forward and takes the pistols from English Bob 's holsters .Onlookers are stepping out of doorways now and moving timidly into the street forming a large semi - circle . The whores are among them .Charley holds up a dime novel with a lurid cover showing a gentleman in a top hat protecting a woman with his body while firing two pistols at seven disheveled looking `` Western types . '' The title is `` The Duke of Death . ''English Bob starts to go but Little Bill puts a hand on his shoulder .Furious , English Bob turns and looks into Bill 's eyes and then , seeing no alternative , opens his vest esposing a small pistol .A lot of the tension has gone out of the occasion and the crowd is beginning to murmur and people are starting to move and a couple of kids are running when suddenly . CRUNCH ! English Bob 's face seems to cave in with the force of Little Bill 's fist and Bob literally flies backward and slams into the side of the barber shop . VIEW Alice gasping . Andy 's jaw drops . Little Sue 's eyes bulge . Charley gulps . VIEW ON ENGLISH BOB Slumped against the wall , blood pouring from his unhinged jaw , amazed .Little Bill walks calmly up to him and WHAM . kicks him hard in the chest . VIEW Silky having a hard time swallowing and Mrs. Peevey turning away and Eggs horrified and Alice 's scared face . VIEW ON ENGLISH BOB Bloody , on all fours , pulling a knife from his waistcoat . but the whole effort is painful and hopeless . He has n't a chance . Little Bill looks down at him for a moment from his enormous height , watching the smaller man 's pitiful effort , then SLAM ! Little Bill kicks him in the ribs hard and you can hear air going out of Bob , and Bill steps hard on Bob 's knofe hand and the bones crunch loudly . VIEW WW , white as a ghost and Andy is trying not to vomit . There is the sound of another brutal blow . VIEW English Bob on all fours in the dusty street now , barely conscious . KA - WHUMP ! Little Bill kicks him again , not angrily , but hard .Little Bill turns and looks hard at the whores and Alice is sick from the violence and Little Sue is biting her lip and Silky has tears in her eyes .Little Bill looks down with eyes as cold as ice and English Bob grovels in the bloody dust , barely conscious .

Open country under a hot sun and Munny and Ned riding their horses at a walk and the saddles creaking and birds chirping in the five foot high grass . It is late morning in Northern Kansas and they have been riding since dawn , mostly in silence , but Ned has something on his mind and he glances at Munny and frowns and then finally he blurts his question .Munny looks away quickly , embarrassed , and it seems like he is n't going to answer and then , when he finally does , he keeps his eyes on the horizon .Ned is shaking his head , wondering at the transformation of his old friend when . CRACK ! A RIFLE SHOT and the Albino mare rears violently , whinnying and hurling Munny out of the saddle and . Ned 's roan bolts at full speed , Ned barely staying aboard . CRACK ! another shot . VIEW ON MUNNY On all fours in the tall grass . He feels his forehead and wipes away a little blood , and shakes his head to clear it . Then he hears rustling in the long grass and he whirls and pulls the Starr out of his belt and sitting back he aims at where he heard the noise and he pulls back the hammer with a loud click .Ned crawls out of the grass next to Munny .CRACK , another shot . Ned looks puzzled and he lifts his head up and tries to look around without exposing himself . A hundred yards away Ned can see a clump of four or five trees and there is a little cloud of black smoke still hanging in the air there and then a sudden flash of fire , smoke and CRACK ! Ned does n't even duck , he just frowns .CRACK . Another shot . Ned ducks urgently .CRACK , CRACK , CRACK .Munny is thinkinh about it , has an idea , weighs it and gives it a try .

The Kid rifle at his cheek is crouched behind one of the trees . His horse is standing nearby .The Kid is frowning and finally he makes up his mind .The Kid is peering around the tree and squinting ferociously . The field . It is one big blur . He ca n't see worth a shit . The Kid squinting and peering and worrying .The Kid does n't like it , he 's nervous and twitching , trying desperately to see what 's going on out there .

Ned Logan. My old partner, Ned Logan. Do n't you shoot no more, okay?

We're gon na collect our horses an' come on over. You ai n't gon na shoot no more, are you?

Nobody better shoot on account of I'm as mean as I say. maybe meaner. I am a damn badman an' you will not find a worse one in hell.

VIEW ON MUNNY Bedraggled and sweaty , walking into the clump of trees leading his horse and Ned , behind him , leading his roan and looking just as bad .The Kid is sitting under the shade tree looking sullen .Ned walks over to where The Kid 's rifle is leaning against the tree and The Kid is watching nervously .The Kid is touching his pistol and Ned puts the rifle down , annoyed .Munny turns to go and Ned gives The Kid a disgusted look and turns away .Ned is mounted and Munny starts to mount too , but the mare is as reluctant as ever , shying and prancing while MUNNY hops awkwardly with one foot in the stirrup .Munny turns and looks at The Kid .

The three of them riding across open country . The Kid looks like he still has a thorn up his ass and the only sound is the creaking of saddles . Storm clouds are gathering behind them on the horizon .And The Kid looks back but of course he ca n't figure out what it is they saw .Ned frowns and looks at The Kid and something is bothering Ned .

A dry stream bed and the three men are riding single file now with The Kid in the lead but Ned has been thinking and , trotting with his horse , he pulls alongside The Kid .VIEW on the empty sky . There is n't any hawk . VIEW on Munny who is right beside them is looking up and he does n't see any hawk and he looks at Ned like he thought Ned was crazy and he frowns . The Kid just looks up and squints and looks ahead at the trail and keeps riding .And Munny looks up again , amazed , because they must be crazy , both of them . And Ned reins his horse hard .And the Kid reins and turns and he locks eyes with Ned . He knows he 's been found out .The Kid is furious , his eyes flick around and he spots something and he pulls out the Schofield .VIEW ON THREE TURTLES Making their way up the stream bed ten yards away . VIEW ON THE KID His Schofield spitting fire and smoke BLAM , BLAM . VIEW ON THE TURTLE BLAM , the third turtle exploding and following the other two to oblivion . VIEW ON THE MEN

CLOSE ON A BOOK The lurid cover , `` The Duke of Death '' by W. W. Beauchamp . Little Bill is looking at the cover , his feet propped on his desk in the county office . It is night and the office is lit with an oil lamp .English Bob is lying on his back on a cot in the little cell a few feet away . He turns his head toward Little Bill and his swollen face is horrible to behold . Of course , he does n't answer except with the nasty eye .WW is in the little cell next to English Bob 's .English Bob just turns his malignant stare away but WW screws up his courage and asserts himself . sort of .WW looks to English Bob for confirmation but Bob 's stare just gets nastier . Little Bill is warming to the subject though , standing in front of the cell .WW is fascinated and he looks to Bob and BOB 'S eye is blazing and he looks back at Little Bill who is beginning to act out the scene .WW stares first at English Bob and then at Little Bill , appalled .

Night in the woods and Ned fussing around with his blankets not far from the campfire .Munny is lying in his blankets a few feet away , exhausted and dirty and not a bit interested in Ned 's complaints .Lightning flashes and a horse whinnies and then the thunder cracks and rolls .

The horses , shying and skittish , and The Kid is rubbing his face tenderly on the Morgan and whispering in a soothing voice .

Munny and Ned lying near the campfire and The Kid walks up and starts to fix his blankets . He looks at Munny thoughtfully . Something 's bothering him , and finally he blurts it out as he climbs into his own blankets .The Kid does n't know whether he 's been rebuffed or what , but seeing after a moment that his conversation with Munny is not getting anywhere he decides to have a try at Ned .There is a long pause and then a flash of lightning and a roll of thunder and the nervous whinnies of the horses .Just then the rain starts and it sizzles in the campfire and the horses snort and Ned covers his head with his blankets .

WW is sitting at Little Bill 's desk writing furiously with a quill pen . It is still night and Little Bill is lounging in a chair and English Bob is moaning and snoring in the cell .Little Bill pulls out his pistol very deliberately . not slowly , but not like a Hollywood fast draw .Little Bill is pointing his pistol , aiming .WW looks at the pistol uneasily and over in the cell English Bob 's one eye opens and he moves his head slightly because he senses something is happening . Little Bill holds the pistols out to WW .Nervously WW accepts the gun as though it were hot . Little Bill pulls some keys out of a drawer and tosses them on the desk .WW looks nervously over at English Bob and Bob 's eye says `` Do it , do it , do it . '' WW gulps and he pulls back the hammer and stands up and looks at Bob again and Bob is nodding `` Yes , yes , do it . ''Slowly , with trembling hand WW raises the gun and points it at Little Bill who looks calmly back at him .WW gulps and sweat comes off his forehead and he points the shaking gun and Bob nods `` Yes '' and WW bites his lip and then . WW lowers the gun slowly . He ca n't do it . He wipes his forehead .Little Bill is reaching for the pistol but WW has a frightening idea and instead of giving up the pistol he steps backward toward the cell .Little Bill 's eyes narrow like slits and tension fills the air .English Bob 's eye lights up in anticipation and he tries to get up on one elbow .English Bob is sitting up and reaching for the gun and his eye is on Little Bill and WW reaches out with a shaking hand and ENGLISH BOB 'S hand just touches the gun and . Little Bill drops his right hand to his own gun and grips the butt and . ENGLISH BOB hesitates , his gaze locked with LITTLE BILL 'S and the two men eye each other . Then , furious , ENGLISH BOB withdraws his hand . empty .Little Bill accepts the pistol from the trembling WW and , looking straight into ENGLISH BOB 'S angry eye , LITTLE BILL ejects five cartridges from the chambers of the pistol .WW collapses into a chair and wipes sweat from his brow .

BARRRRROOM ! THUNDER , LIGHTNING , RAIN IN SHEETS and the Albino mare rearing and screaming and Munny landing in the mud .It is daylight but the rain is so thick you ca n't see more than five feet and Munny crawls up out of the mud wearing a slicker and looking like hell , already full of remorse for his outburst . Ned rides up out of the rain leading Munny 's horse and Munny tries to mount again .The Albino rears but Ned is helping and he holds the horse and then grabs the seat of Munny 's muddy pants and half shoves him into the saddle . Up ahead , barely visible in the rain , The Kid is holding back his horse impatiently .

A LITTLE LATER . RAIN . Ned and Munny riding side by side through the downpour and The Kid twenty yards ahead , barely visible . Munny looks like shit and Ned looks at him with concern , deliberates , then reaches into his saddle bag and pulls out a bottle of whiskey and offers it .Ned takes a long pull on the bottle , re - corks it and puts it in his saddle bag . He looks sympathetically at his friend hunched unhappily in his saddle .Munny just shrugs and looks back at the trail and keeps riding .Munny shrugs and looks straight ahead into the rain . Of course , it wo n't be easy . and they both know it .

A blazing hot day and English Bob 's battered face staring out of the mud wagon which is being loaded up by Chandler . In the distance the train whistle toots eagerly .Little Bill is standing beside the mud wagon and WW is standing next to him and a little knot of onlookers forms a semi circle .Little Bill unwraps a cloth and produces the ivory - handled peacemakers . smashed and hopelessly bent . And he gives them to Bob and looks him in his one furious eye .That 's fine with English Bob . He glares back and the two men understand each other perfectly and then Chandler whips the horses and the wagon starts to roll .And WW stands there beside Little Bill and gives Bob a shit - eating look and English Bob just glares and rolls away .

As the mud wagon rattles down the dusty street English Bob sticks his horrid swollen face out the window and screams insanely :The whores , fanning themselves on Greeley 's porch , stare dumbfounded as the madman rolls by raving . Then he 's gone . All that remains is the sound of his ranting , diminishing in the distance and a cloud of dust settling on the hot street . Sitting next to Faith on the porch , Alice fans herself grimly .Skinny steps out the door and blinks in the dazzling light and wipes his face .Delilah gets up and goes in , angrily brushing past Skinny in the doorway .There is a distant roll of thunder and Skinny looks off at the Southern horizon where storm clouds are gathering .

THUNDER AND LIGHTNING and the train chugging through the storm . A second flash of lightning reveals three drenched riders near the tracks and one of them is having trouble controlling his white horse . Of course it is Munny and as he tries to hold the shying mare a flash of lightning lights up a passing railroad coach and Munny gets just a glimpse of a strange battered face in the window . The Kid is handing the whiskey bottle back to Ned and Ned offers it to Munny again .And Munny just shakes his head and wipes rain from his eyes .

NIGHT AND RAIN and The Kid is chuckling drunkenly and handing the bottle back to Ned who looks at it and tilts it way back . They are riding along the South road in the dark .Munny is hunched in his saddle , shivering , his teeth chattering .Munny does n't look alright . He looks like shit . looks sick . He does n't answer and Ned looks worried and takes the last drops from the bottle and tosses it in the road near the ordinance sign which is too dark to read .

Alice 's room at night , the sound of rain beating hard on the roof . Alice is playing cards with Silky and Faith when Little Sue sticks her head in the door .Silky and Faith pick up the cards to leave .And then they look up because a water soaked young man with very few front teeth and a ragged stubble is standing in the doorway squinting . It is the Kid .

DRIP DRIP DRIP . A chamber pot on the floor of Little Bill 's house collecting water from a leak in the roof and Little Bill is walking about in stocking feet , making a speech .WW Beauchamp is sitting in a chair scratching frantic notes with a quill pen . and a splotch of water hits the paper and he glances up because there is a new leak .WW is trying to write and trying to slide away from the leak without interrupting Little Bill who is delighting in his own narration , oblivious to the new leak .WW is really getting wet and he is moving the chair .There is a sudden loud knocking on the door and Bill turns and goes to the door .Opening the door he reveals Charlie Hecker , wearing a slicker and shedding water like a waterfall .

CLOSE on the whiskey bottle and Ned is pouring the bright liquid into his glass and Munny is mesmerized by the dazzling highlights . The two of them are sitting at a table in Greely 's smokey , dimly lit bar room and the rain is beating on the roof and there is a checker game at a table fifteen feet away attended by Germany Joe Schultz , Tom Luckinbill , a farmer , Eggs Anderson , the local restauranteur and Paddy McGee the cooper . All of them are sneaking occasional , furtive glances at the strangers , as is Fatty who is talking to Skinny at the bar .Munny looks dazed and shakes his head to clear it .Ned starts for the back room , then stops and goes back .Munny shakes his head `` no '' and , as Ned departs for the Billiard Room , Munny stares vacantly at the whiskey bottle .The big man in the dripping slicker is standing only ten feet away . Little Bill . And Little Bill is looking at him . Munny can feel everybody in the room staring at him .Munny can see Charley moving slowly along the wall on the left for position . and Fatty is over on the right , Skinny beside him . and WW is by the door shifting nervously and the checker players are frozen in their seats and Munny can feel them all . watching him .Little Sue looks timidly in from the Billiard Room , bites her lip , and retreats quickly .Little Bill pulls out his pistol and points it at Munny and makes a little motion with the barrel that means `` get up '' and Munny gets up . Little Bill steps close to him and reaches out with his left hand and opens Munny 's coat revealing the Starr tucked in his belt .Little Bill takes the pistol out of Munny 's belt and slowly and deliberately ejects five cartridges and he looks at Munny who is sweating and Munny just wants a way out .WHACK ! Little Bill brings the muzzle of the gun across Munny 's temple and blood flows and Munny goes to one knee and Little Bill kicks him hard , WHUMP !Munny is struggling to his feet and staggering weak - kneed to the table where he grabs the whiskey bottle and breaks it off and turns groggily to face Little Bill . Little Bill , unperturbed , advances on him and when Munny strikes desperately with the bottle , Little Bill blocks his blow easily and slams him hard with the muzzle of the pistol and Munny goes down again .Munny is on the floor on all fours , trying gamely to get up .

Ned pushing The Kid out the window of Alice 's room and The Kid is n't fully dressed and neither is Ned but he pushes him frantically into the rainy night anyway and Alice is urging them on and Little Sue looks ready to wet her pants .Little Sue nods `` yes '' but she is speechless with terror and Alice hands Ned 's boots out the window to him .

Outside the window , NIGHT , RAIN , and Ned and The Kid trying to get dressed in the mud and Alice sticks her head out the window .Ned is trying to get his own boots on and he goes down on his ass in the mud .

Munny crawling along the floor of the bar room , covered with blood , heading for the door .Munny is crawling past WW 's legs and WW looks down at the miserable semi - conscious creature and he sees clearly the left hand and the three fingers as they fight for traction and then WW steps to the door and opens it and Munny crawls into the rain and the night .

SLAP ! Alice gets Little Bill 's big hand across the face .Little Bill glares at Skinny . They are in Alice 's room and Charley is there and Little Sue and WW and it is pretty crowded .

The south end of town , NIGHT , RAIN and the Albino mare walking aimlessly with Munny slumped in the saddle and then two riders come from between two shadowy buildings and it is The Kid and Ned and they come alongside Munny , one on each side of him and Ned lifts his slumped head up and looks at the battered face and winces and says with his eyes what The Kid says with his tongue .

CANDLELIGHT , Ned and The Kid , and Ned is sewing Munny 's face with a needle and thread .It is some sort of straw - filled shed and they have stuck a candle on a board .Munny is only semi - conscious and The Kid is holding his face still .

DAYLIGHT in the shed and Munny 's face , waxy yellow , crude stitching , hideous swelling eyes vacant , breathing heavy . He is lying in the straw and The Kid is looking down at him with distaste . The Kid is only partly dressed .The sound of the rain is different : it 's still coming but it is n't a storm any more . The shed is an irregular shelter because one wall and various parts of the roof have collapsed and the woods outside are clearly visible . Silky is sitting on some straw straightening her clothes and Ned and Alice are climbing out of a corner where they have obviously been at it and are in various states of dress .The horses are partly under the roof and Alice and Silky are leading theirs out and nobody is paying attention to The Kid .The Kid walks over to the edge of the broken wall and from the other corner Munny moans loudly and then screams .Ned hurries over to Munny and The Kid is left there with the two Whores who are both mounted now and The Kid is embarrassed .And The Kid has picked up two pieces of paper that the whores gave them earlier and they are charcoal sketches , one of Davey Bunting and the other of Quick Mike and they are pretty fair likenesses .

CLOSE on a lantern hanging from a beam in the shed and it is night again and the rain has stopped though you can still hear water dripping from the eaves .They are playing cards on the straw floor , Ned and The Kid and Ned does n't look up from his cards .In the other corner of the room Munny gives a loud moan and both men look at him and then back to their cards .Well , that amazes The Kid , being stuck here with these train robber - bad men and now this shit about roofs and he just stares .Ned gets up and takes the lantern over to where Munny is lying and kneels beside him . Munny looks ghastly , at death 's door .The Kid has walked over and is watching and it fascinates and scares him and he watches and swallows hard .The Kid ca n't takes any more and he turns and walks away and Ned tries to comfort Munny and Munny grabs him and pulls him close .And Ned has tears in his eyes and Munny 's eyes are staring and he is seeing something horrible and we

A VISION , DAYLIGHT and the horse horribly bloody , screaming silently in agony while the sound is the sound of night and the shed and the rain dripping but that does n't diminish the agony of the bloody animal as the whip falls on the head and the eyes and we see the YOUNG MAN cruelly wielding the whip . It is Munny fifteen years earlier and it is a picture of unbelievable cruelty and viciousness . because that is what he was like and what he remembers .

NIGHT in the shed , a little moonlight coming in through the open wall . The lantern is out and the sound is the sound of Munny 's labored breathing and Ned and The Kid are in their blankets .

DAYLIGHT and the cut - whore 's face . Delilah is leaning over Munny wiping his brow . He is lying in the straw looking up at her and he looks like shit . his face ghastly pale and stubbled and covered with horrible cuts and bad stitching . but his eyes are clear .Delilah goes over to her horse and gets some packages out of the saddle bags . Munny tries to sit up weakly .

I did n't mean. with me. Alice and Silky, they'll give you one. if you want.

I admire that, you being true to your wife. I've seen a lot of. of men. who were n't.

That Kid. he's just a. boy. And that other one, Bill, being true to his wife.

CLOSE on robins , four of them in the woods near the shed and Munny is watching them where he sits wolfing chicken hungrily , his back against the shed . Delilah is watching him eat .As he looks over at her Munny 's eye falls briefly on her exposed ankle and Delilah feels the look .Munny ca n't help it and his eye flicks back to the ankle .She nods and she moves so that more ankle is showing , but Munny 's eye is drawn to her breasts as she moves , then he looks away quickly , guiltily and they sit there silently until .He ca n't help looking at her body and she knows it .Her body is getting to him .And Delilah is hurt . crushed . She gets up and covers it by picking up the remains of the chicken and Munny is too embarrassed to look at her .Delilah keeps her back to him .He is standing weakly , supporting himself on the wall and his speech is so sincere and Delilah wants to believe it .And Munny gives her what for him is his best social smile . sort of like a pig strangling .

VIEW on the BAWLING CALF and the red hot iron coming out of the fire . It is midday in the box canyon and the four cowboys , Texas Slim , Johnny Foley , Lippy Macgregor and Davey Bunting are branding strays and Johnny has the calf down ready for the pigging string but the calf kicks loose and knocks Johnny into the fire and the other three cowboys are guffawing , their sweaty faces full of the camaraderie of hardworking men who might get irritable by the end of the day but not yet . And then like a flash , still laughing , young Davey is on his paint and riding like hell after the stray and it is beautiful to watch because he and the paint are like one . CRACK ! A rifle shot and the pony does a violent somersault and Davey goes over in a spray of dirt and fifty yards away Texas Slim , Lippy and Johnny stare in frozen horror . The downed pony spurts blood from his nostrils , and Davey 's right leg is pinned under the dying paint 's flank and they are maybe fifteen yards from the edge of the canyon and Davey 's first thought is the pony .And turning he sees the three cowboys standing fifty yards away , frozen in their tracks .And they suddenly turn and run away toward some rocks and it is only then that the terror hits Davey and in a sudden panic he tries to get free of the horse .

VIEW on Ned , his face covered with sweat , the Spencer against his cheek and he is crouched among some boulders up the canyon wall about three hundred yards from Davey and Munny is looking over Ned 's shoulder and The Kid is trying to see , too , squinting desperately , but he ca n't see shit .Looking down the barrel of the rifle Ned can see Davey struggling frantically to get free of the horse and it is an easy shot and Ned is sweating , his hand is shaking and he can hear Munny 's voice .And Ned is shaking and CRACK , he fires .

VIEW on Davey and dust kicking up a foot away and the extra terror gives him the strength to pull free of the horse .

VIEW on Davey and he is crawling clear of the horse but his leg is broken and it 's hard and he looks toward the rocks where his friends are hiding sixty yards away .And turning , Davey can see a couple of boulders only fifteen yards away that will provide cover .

Oh, Jesus, Johnny, they've killed him. they've shot up his gut. oh Jesus, they've killed young Davey. oh, those murderin' bastards, they've killed our Davey.

Ned aiming and shaking .And looking down the barrel Ned can see Davey crawling for the rocks and it is an easy shot and he ca n't do it and he looks up at Munny and the agony in his eyes says it all .Munny grabs the rifle and Ned moves aside and slumps against a rock and Munny looks down the barrel and aims .

Davey crawling and CRACK ! The dust kicks up eight feet away . He is ten yards from the boulders and it is agony to crawl .CRACK ! Dust puffs up three feet from Davey 's head .

Munny , the rifle at his cheek and The Kid leaning frantically over his shoulder , trying to see .BANG ! BANG ! Pistol shots from below and the bullets ping harmlessly among the rocks .Munny is aiming , he can see Davey , nearer shelter now . CRACK ! He fires and sees the dust spurt near Davey .

Davey crawling frantically and CRACK ! dust explodes only inches from his head and he is pulling himself frantically and he is only three yards from safety .

CLOSE on Munny and he is sweating .Ned is sitting there dazed , staring vacantly . BANG , BANG , BANG , return fire pings off the rocks .And looking down the rifle Munny can see Davey 's head disappear behind the boulder and CRACK , Munny fires again .BANG BANG BANG the pistol fire .Munny is cocking and aiming for his last shot and he can see Davey 's legs sticking out from the rock and they 're not moving .CRACK , Munny fires .

VIEW ON dust puffing as Davey 's legs disappear behind the boulder , and there is a low groan .

VIEW on Munnt sitting back against the rock , exhausted , covered with sweat and he holds the rifle up to The Kid .

Oh, Jesus, help me boys, I do n't want to die. I do n't want to die.

Bring me a drink wo n't you, Slim? One drink, Slim. I'm dyin', Slim.

Davey lying behind the boulder and the whole front of him is soaking in bright red blood and the sun is beating down .

Munny sitting there , his back against the rock , staring vacantly and Ned looks the same .The cowboys must realize that because they stop shooting and you can hear Davey moaning and Ned and Munny just sit there and sweat and The Kid is pacing up and down .Ned and Munny look into each other 's eyes .

Davey is lying there behind the boulder drenched in blood , looking up at the blazing noonday sun .He pauses then , and then he speaks in a normal voice , as though to himself , to express his amazement , to test reality .

Munny sweating and looking up at the sun , and Ned staring vacantly .it is getting to all three of them and Munny looks up at the sun and then Ned gets up and he walks over to a rock and he vomits .THE BOULDERS . Nothing happens , you ca n't tell if the cowboys are behind there or not .There is a pause and Munny looks down at the boulders where the cowboys are hiding .And then , after a long moment , Munny sees Texas Slim come out from behind the boulder and run nervously toward the rock where Davey lies and he is carrying a canteen .The Kid is trying to see but of course he ca n't .Munny is watching and he sees Texas Slim disappear behind the boulder where Davey is lying and there is a moment of silence . and then the voice , a scream of grief and anguish .And The Kid spits in the dust and Ned wipes his forehead with his bandanna and Munny scuffs the dirt with his boot . HOOVES ON FLAT ROCK and the three riders , Munny , Ned and The Kid , are trotting their horses over a smooth slab of rock near a hill . They are silent , glum , then ,Munny looks up sharply but Ned just looks straight ahead .Ned reins in his horse and Munny pulls up too and then The Kid .Ned just holds out the rifle and after a moment Munny takes it and Ned takes a box of cartridges from his pocket and hands them over .And he turns his horse and heads off across open country at a trot and Munny watches him go till he 's about fifty yards away .And Ned reins up and Munny gallops up to him and holds out the Spencer and the bullets .Ned takes the rifle , sheathes it , gives a curt nod and turns to go .

VIEW on the roof , late afternoon , and Little Bill is crawling around up there with a bucket of tar which he has got on his moustache and his face and he looks up because he hears the clatter of hooves . VIEW ON CHARLEY HECKLER Galloping his horse up to Little Bill 's house and Charley is very excited and he swings off the horse in front of the porch and the porch is at once closer to completion and closer to collapse than last we saw it .Charley looks up , startled and Little Bill is looking down at him over the eaves .

NIGHT , CLOSE VIEW on torchlight flickering on Davey 's waxy face and dead eyes as Eggs , Germany Joe and Paddy haul the blood - caked body from the back of a buckboard . WW is looking on queasily , taking notes , and behind him the street is alive .And only a few yards away from the buckboard , in front of the County Office , Little Bill is being besieged by Deputies and Townsmen .And the dogs , snarling , fangs bared , pulling at the leash and Tom Luckinbill is trying to keep control .

an' Parsons said how he seen three men right after sun - up headed out East an' one was ridin' a old blue Morgan an' another was on a white mare, only he did n't.

Alice 's room and the whores . They are sitting glumly in the dim light of a simple lamp . Little Sue is wiping tears away and Delilah is staring blankly .Delilah just eats the pain raw and just then . SMASH ! A rock comes through the window and you can hear someone shouting .And they all sit there stunned and then Alice recovers and gets up and goes to the window and hurls the rock back .

Little Bill and the crowd and the torches outside the County Office and suddenly there is a commotion and shouting and everybody turns North and . Fuzzy is riding into town at full gallop shouting at the top of his lungs .Bystanders part as Fuzzy brings the horse up in front of the County Office and reins hard and addresses himself breathlessly to Little Bill .

DAWN , the outhouse , birds chirping cheerily and the outhouse door opens and BUCK BARTHOL steps out and stretches luxuriously . VIEW on bushes and The Kid holding his nose . The bushes are right behind the outhouse and the stink is terrible . The Kid is crouched there and he is doing an elaborate pantomime of his suffering for Munny 's benefit .

VIEW on Buck coming into the bunkhouse . There is n't much light and the shadowy sleeping figures are more easily discernable by the snorts and snores they make than by their shapes . except for THIRSTY and Quick Mike who are sitting , half dressed at a table rolling cigarettes .Fatty snoring on the bunk near Quick Mike .

Seen about two hundred fellers packin' rifles. Fuckers got the place surrounded, says they want Quick Mike's ass. I says, `` How much?'' They says, `` About five.'' I says, `` Dollars?'' They says, `` Cents.'' I says, `` Sold.''

CLOSE on Ned 's face , nose bloodied , eye blackened , as he rides down the Main Street of Big Whiskey escorted by six cowboys -LRB- including Texas Slim , Johnny Foley and Lippy MacGregor -RRB- and Clyde and Andy . Ned 's wrists are tied and he looks sullen and . scared . Little Bill and WW Beauchamp are standing on the porch of the County Office when the little group pulls up attended by numerous onlookers . Little Bill looks Ned over coolly as he addresses Clyde .

VIEW on the mid day sun blazing from on high and an enormous farting sound . VIEW ON THE OUTHOUSE After a pause , another vigorous fart and then silence broken only by the buzzing of flies , and then the sound of newspaper and suddenly the door opens and Thirsty steps out and heads up toward the bunkhouse . VIEW ON THE KID In the bushes reacting to the smell and the flies are buzzing furiously .Munny wipes sweat from his face and looks up at the blazing sun .The Kid nods , satisfied , but he 's keyed up something ferocious and his fingers play nervously with his pistol .

CLOSE on Ned 's face jammed against the bars of the cell in the County Office . He has been tied to the bars outside the cell so that he is , more or less , spread - eagled in an upright position with his bare back exposed to Little Bill and Charley Hecker and WW Beauchamp .WW shakes his head at Little Bill and holds out his notebook for Little Bill to see .Little Bill empties hot coals from the bowl of his pipe on Ned 's shoulders and Ned writhes and grots his teeth .Ned 's face against the bars is covered with perspiration and etched with fear as he hears the door close behind Charley .Ned swallows hard and sweats and waits .

CLOSE on cards . They are playing at the little table in the bunkhouse , Quick Mike , Buck , Thirsty , Fatty Rossiter and OLAF HARKEN and Quick Mike does n't even have a pair and tosses his cards down in disgust and walks over to his bunk and starts to put on his boots .Quick Mike walks over to a peg and hangs a gunbelt over his bare shoulder .

The Kid in the bushes and he hears the door slamming shut up at the bunkhouse and he squints anxiously .The Kid is beside himself , his throat goes dry and he gulps for air and he brings the hammer back on his pistol and squints anxiusly . Mike out of focus approaching from The Kid 's POV and gradually Mike comes into focus walking closer and we VIEW ON THE KID Sweating , tensed for action and Munny looks over at him .And The Kid is biting his lip and does n't answer and Quick Mike is very close and The Kid brings up his pistol and gulps and does n't shoot and then it is too late because Mike has entered the outhouse . Munny is disgusted and he cocks the shotgun to do it himself . The Kid is walking on eggshells approaching the door of the outhouse , pistol in his right hand and he reaches his left hand to open the door but he is hesitant and . Munny sees Fatty Rossiter step casually out of the bunkhouse and Munny raises the shotgun and Fatty sees The Kid and screams .BAWHOOM ! Munny lets go with the shotgun and Fatty dives back into the bunkhouse and . The Kid is startled and looks over his shoulder .and The Kid grabs the door with his left hand and opens it and there is Mike sitting on the crapper astonished and one hand is on his holstered pistol but he 's frozen and The Kid is pointing the Schofield at him but The Kid is frozen too .BLAM ! The Schofield jumps in The Kid 's hand and Mike gets it in the chest and there is smoke all over and The Kid stares at Mike amazed and Mike who has a big splotch of blood on his chest stares back at The Kid amazed also and then . BLAM , The Kid shoots him again , this time in the face . BANG ! BANG ! shots from the bunkhouse and . BAWHOOM ! Munny blasts the bunkhouse with shotgun .BLAM , The Kid shoots Mike 's slumping body a third time and he seems hypnotized but . BANG BANG shots are coming from the bunkhouse and Munny is screaming and The Kid tears himself away .

Munny crashing through the bushes and The Kid is a few yards behind him and Munny stumbles and scrambles to his feet .

The outhouse and Mike 's body and Fatty and Thirsty and Buck dashing past , waving their guns .

The albino mare and the Morgan in the woods and Munny and The Kid dash up to the horses , gasping for breath , and Munny tries to mount still holding the shotgun and the horse starts to prance around and Munny ca n't mount .BANG , BANG , BANG shots are whistling around them and looking back Munny can see his pursuers firing from cover fifty yards away . Munny shoves two shells in the shotgun and hands it to The Kid who has mounted .BANG BANG BANGAnd KA BLAMMM , The Kid lets go both barrels in the general direction of the enemy and then Munny gallops away half on his horse , half - off , in an undignified escape , bullets whistling around his horse and The Kid behind him shouting .and then they disappear and gradually the shooting atops .

Open country at sundown seen from a low hill , and you can barely make out a lone RIDER approaching in the extreme distance . VIEW ON MUNNY Standing on the rise and watching the rider in the distance .The Kis is behind Bill sitting under a large oak drinking from a whiskey bottle .Munny turns from watching the rider 's slow approach and walks over to The Kid who ca n't see the rider from where he 's sitting .Munny takes a big pull on the bottle , returns it to The Kid , and walks back to the edge of the rise to resume his vigil . The rider is a little closer now and the sun is a little lower . It is very beautiful .The Kid wipes whiskey from his chin . He has been working hard to make the hysteria he feels into a high . but it wo n't quite come .Munny is watching the rider and the rider is closer .Munny is watching the rider and the rider is much closer but coming at a walk and Munny goes back over to The Kid for a pull on the bottle and he 's trying to make The Kid feel okay when he says .The Kid is shaking , becoming hysterical , he ca n't go on , and Munny hands the bottle back .Munny walks back to the edge of the rise and watches the rider and it is a lovely sunset happening and he is talking to no one in particular .VIEW on the rider at the foot of the rise and it is Little Sue and VIEW on Munny pulling the saddle bags off and Little Sue is still mounted . They are under the oak tree and it is dusk and The Kid is just sitting there with his bottle .Munny has lit a little candle and spread a blanket and he is opening the bags to count the money .The Kid is leaning against the tree in a semi - stupor .Little Sue just looks back at him , scared , trembling .The Kid just has his head in his hands , it 's too much for him and Little Sue is scared shitless of Munny .Munny looks up sharply . Little Sue is scared , her voice quavers .Munny takes the pistol and begins to check it methodically , inspecting the load first . and The Kid watches nervously , shifting from foot to foot .Munny , still checking the gun , glances up and meets The Kid 's uneasy gaze .Munny looks back at the pistol , checks the sights .And Little Sue , still mounted , breathes an enormous silent sigh of relief and turns her horse away hastily and Munny , satisfied with the pistol , sticks it in his belt and walks over to the horse and pulls his sawed - off shotgun out of the bedroll .Munny looks at The Kid who is behaving bravely but is trembling anyway , scared , and Munny 's eyes are full of brutally painful memories .

says. He said how you was really Three Fingered Jack out of Missouri. an' Bill said `` Same Three Fingered Jack that dynamited the Rock Island and Pacific in'69 killin' women and children an' all?'' An' Ned says you done a lot worse than that, said you was more cold blooded than William Bonney or Clay Alisson or the James Brothers an' how if he hurt Ned again you was gon na come an' kill him like you killed a U.S. Marshall in' 73.

MOONLIGHT on the ordinance # 14 sign on the North Road and two riders come up slow , Munny and The Kid , and Munny reins up and then The Kid does too . Munny takes the saddle bags off his horse .Munny slaps The Kid 's horse and The Kid sets out at a trot and Munny watches him disappear into the night . When he is alone and he ca n't hear The Kid 's horse any more , Munny uncorks the bottle and takes a long deep drink .

VIEW on Ned 's body in the upright coffin in the flickering light of a torch standing next to it and , of course , Ned looks bad and the crudely scrawled sign over the coffin says , `` This is what happens to assassins around here . ''

VIEW on Little Bill in the crowded bar and he is shouting to make himself heard over the din .The place is packed with tired , dusty men and they are not really jubilant so much as they are excited by the hysteria of events .There is a general whoop and hubbub as Little Bill turns back to his conversation at the bar with Charley , Fatty , Clyde , Andy and WW Beauchamp .Little Bill is suddenly conscious of his own loud voice in a sudden silence that has swept the bar like a brushfire and turning he sees what everybody is staring at . Munny , with his ten - gauge shotgun leveled from the shoulder , is standing thirty feet away in the doorway . Taking a couple of sideways steps to get the door from behind his back and sweeping the twin barrels in an ominous arc , he surveys the scene .Nobosy says a thing . Skinny stares pop - eyed from behind the bar and the sweat starts on his forehead and Little Bill is thinking coolly and everybody else is swallowing hard and looking at the shotgun .Fatty gulps and then Skinny screws up his courage and steps from behind the bar and gives it every bit of dignity his fear will permit .And Skinny looks from side to side as people step away from him and he wants to say something desperately , he wants to live , he wants .BAH - WHOOM ! Munny fires and smoke belches and . Skinny is blown back against the wall and falls to the floor a bloody mess and . Little Bill is reaching for the Spencer which is leaning against the bar near his leg but he freezes because . Munny has turned the shotgun on him and Munny sees Ned 's Spencer there and his eyes show how he feels about it . For a moment while the smoke clears the bar is silent and there are nervous glances cast at the bloody body of Skinny but Little Bill keeps his eyes on Munny .It has become a very formal moment and there are , figuratively speaking , only two people in the room , Munny and Little Bill . and WW Beauchamp is watching them , scared to death , but this is it , what all those Easterners dreamed about , the showdown in the saloon .And as the deputies nervously move aside Little Bill helps to isolate himself by stepping forward boldly .Little Bill looks back at Munny bravely and . Munny looks down the barrel at Little Bill and after a tense moment he pulls the trigger . CLICK . The hammer falls but it is a misfire and what happens next happens in maybe five seconds as all hell breaks loose .And Little Bill aims carefully and . Munny hurls the shotgun at him and . BLAM ! Little Bill fires wildly as the shotgun hits him and . Clyde has his pistol out and is pointing it at Munny and . Munny is pulling the pistol from his own belt and he drops to one knee and . BLAM ! Clyde fires and misses and . Little Bill is about to squeeze the trigger when . BLAM ! Munny shoots him and . BLAM ! Little Bill shoots just as he is hit in the chest and . BLAM ! BLAM ! Fatty fires wildly and . Munny is aiming too and BLAM ! Clyde gets it in the face and . BLAM ! BLAM ! Fatty is n't even aiming while . Andy aims carefully , he can kill Munny but . Munny turns and points his weapon at Andy and . Instead of firing Andy panics and tries to turn his body sideways to ward off the blow and . BLAM ! Munny fires and . Andy gets it high in the rib cage and . Charley turns and runs for the back and . BLAM ! BLAM ! Fatty is backing up and firing from the hip and then he turns to run and . Munny aims deliberately from one knee and BLAM ! Fatty goes down , shot in the back . And suddenly . there is a terrible silence that is broken only by the awful , dying groans of Clyde and the coughing of the bystanders hiding behind tables and chairs in the thick black smoke and . Munny is still down on one knee pointing his pistol and looking through the thick smoke for someone to shoot but it seems there are no threats left .And they scramble over each other dashing toward the Billiard Room and Munny stands up and looks around and he looks at Clyde who is groaning , his face covered with blood and everyone else , Little Bill , Andy and Fatty are still , and then Fatty seems to move and Munny levels his pistol and what happens is WW crawls out from half - under Fatty and WW is covered with blood and he is shaking like a leaf .Munny walks over to the bar , keeping his eye suspiciously on WW , and reaches for a bottle with his left hand . The hand is shaking like palsy and he tilts the bottle and drinks sloppily with effort , the pistol still in his right hand .Unnoticed on the floor , Little Bill is conscious though blood is coming out of his mouth and he has been written off . One hand is shifting on his pistol and he can hear Clyde moaning sporadically .On the floor , Little Bill is fighting for consciousness , fingering his pistol .WW 's eyes pop as he gets the idea and he backs up fast , and then he turns and bolts out the back , and watching him go , Munny turns his back on the fallen body of Little Bill . Little Bill , on the floor , raises up his pistol in his shaking hand and aims at Munny 's back maybe six feet away and he is shaking bad as he draws the hammer back and . Munny hears the click and he turns and sees Little Bill aiming but it is too late and . BLAM ! Smoke and fire from Little Bill 's pistol and Little Bill 's arm collapses from the effort and the pistol falls with a bang .And Munny steps over to him and kicks the pistol away from Little Bill 's outstretched hand . Little Bill is bleeding from the mouth having taken a shot in the lung and he is very weak and all he can do is look up at Munny and speak weakly .BLAM ! Munny shoots Little Bill and then he looks around and Clyde is still groaning and that is the only sound . Then , suddenly , he is all business . He walks quickly over to Clyde and shoots him once with the Spencer and the groaning stops . Then he goes to Little Bill 's body and pokes around in the pockets and pulls out some shells for the Spencer . He shoves those in his pocket and he goes to the bar and picks up the bottle of whiskey and walks over to the door . Standing to one side , he kicks it open . Then he sets down the rifle and the bottle and starts to reload the Schofield and while he loads it he shouts out the door .The pistol is loaded and Munny sticks it in his belt and he takes a long pull on the whiskey bottle and wipes the dribble from his chin . Then he picks up the rifle in the other hand and looks out the door .

The street and it is dark and quiet , shadowy buildings , the knot of tethered horses , a couple of torches stuck in the ground sputtering .And Munny steps out the door warily , and looks around and all he sees are the shadowy buildings and all he hears are his own boots on the wooden porch . Glancing nervously at the dark buildings ' blank stares he walks past the upright coffin where the waxy face of Ned stares gruesomely in the light of the flickering torch and he gives it a glance , wanting to say he 's sorry , but the idea is ludicrous and he steps off the porch and walks toward the white mare .

WW Beauchamp and Charley Hecker and Germany Joe crouched in the alleyway between two buildings across the street and Charley has a rifle and they can see Munny mounting his horse .Charley just shakes his head and offers the rifle to Germany Joe . And Germany Joe does n't want it .WW is watching Munny 's unbelievably awkward and prolonged mounting procedure and he ca n't believe it , he ca n't believe what the Old West is like and it shows on his face .

Munny riding down the dark , lonely street at a trot and he starts to shout at the top of his lungs .And there are tears running down Munny 's cheeks .

DAYLIGHT and Penny sweeping in the doorway of Munny 's sod hut in Kansas . She is intent on her work until she hears the snort of a horse and looks up and her jaw drops , and her face lights up like the sun itself and , dropping the broom , she dashes toward him . VIEW ON MUNNY Munny walking across the field , leading the mare . He is covered with dust and heavily stubbled from the trip . Penny dashes up to him and throws her arms around him and he is overjoyed but he does n't have any way to express it except through awkwardness and embarrassment .And he puts his arm around her and they walk toward the house .

VIEW ON WILL Working in the hog pens in back , concentrating on the job .And Will whirls around and sees Munny standing there beside the house and his first instinct is to run to him and then he remembers his dignity and stands there like a man , but the grin is liable to break his face .Will is pissing in his pants with pride and pleasure and he joins his father and they walk around the house together .

Will and Munny in te shed and Will is digging deep into a huge pile of straw .And Will has exposed the saddle bags and Munny moves in and opens them and gold coins and wads of bills spill out .

The grave of Claudia under the trees and Munny walks up to it and maybe we hear music or maybe just the wind , but the words begin to crawl across the screen , supered .VIEW ON MUNNY We are looking at him by now and there is nothing easy on his face , no big emotions , he is just looking at the grave .VIEW ON THE GRAVE We are looking at the stone now and the words continue .CLOSE ON THE EYES OF WILLIAM MUNNY The eyes of the husband and the pig - farmer and the man who shot down five men in the Big Whiskey saloon .THE END

We listen to the immortal music of Mozart 's Adagio of the Clarinet Concerto in A. FADE UP

Space , infinite and empty . But then , slowly all nine planets of our Solar System move into frame and align . The last of them is the giant , burning sphere of the sun . Just as the sun enters frame , a solar storm of gigantic proportion unfolds . The eruptions shoot thousands of miles into the blackness of space . FADE TO BLACK 2009 FADE UP

Mozart 's concerto filters from a jeep 's stereo , fighting the drumming sounds of the monsoon rain . PROF. FREDERIC WEST , 66 , listens to the music . An Indian BOY playing by the roadside steers his wooden toy ship across a puddle . The Professor turns to his driver , pointing to the boy .But it 's too late . The jeep drives straight through the puddle at full speed , sinking the boy 's toy ship . In the background , the jeep stops in front of a building . The driver jumps out , leading the Professor towards its entrance . The sign at the door reads : ` Institute for Astrophysics - University of New Delhi ' .

Helmsley told me that the neutrino count doubled during the last sun eruptions.

Once the movement of our land masses comes to a halt, we expect the formation of tidal waves, sir. proportional to the magnitude of the corresponding quakes.

It's hard to believe, but the Himalayas are no longer the roof of the world. It's now the Drakensberg mountains of Kwa - Zulu Natal. The whole African continent has risen several thousand feet and most likely, never even flooded.

An endless mine shaft . An old elevator cage comes to a grinding halt . When Prof. West steps out we see that he is accompanied now by a nervous DR. SATNAM TSURUTANI , 32 .As Prof. West follows Satnam , he takes in the unusual setting for this science lab .They enter a large room with low hanging ceilings . A small group of WHITE COATS look up from their computers , which all show images of the solar storm we witnessed earlier .Satnam walks over into another room . There he opens a hatch on the floor and hot steam rises .Prof. West slowly steps closer . When he discovers that the water in the tank below is boiling , his face goes pale .

There was a new solar storm, so strong that the physical reaction got even more severe.

A major fund raising party is under way . The setting is spectacular . A terrace overlooking the Washington Mall and the Capitol Building . ADRIAN HELMSLEY , 32 , stands with a group of young POLITICAL AIDES . He is the only African - American among them . One of the aides spots CARL ANHEUSER , 58 , White House Chief of Staff , working the crowd .Adrian turns to see Anheuser smiling .Anheuser walks away with a dangerous smile .At that moment Adrian 's cell phone rings .

Look at Anheuser. Anyone would think he was President. Did you hear, he wants us to sign in and out like school boys?

I still ca n't believe that Wilson chose him of all people to run the White House.

We were talking about what a great speech you gave tonight. Well done, sir.

An Indian astrophysicist I graduated with from Harvard and Prof. West, the preeminent geologist in the US.

That's what we're trying to find out. We think this whole area has become potentially unstable. I would advise you to take your kids and leave, Mr.

Are you by any chance the Jackson Curtis, the author of ` Farewell Atlantis'?

What a coincidence. I'm reading your book, as we speak. first third, around day 300, when the shuttle loses communication with earth and drifts off into space.

Actually I did n't buy it. My father gave it to me. JACKSON Oh, I see.

You have to immediately inform the President, Mr Anheuser. The readings look much worse than I expected. Plus Satnam's neutrino figures from India confirm.

According to our latest data from Yellowstone, the temperature of the subterranean crust of the earth, the cement that holds our landmass in place, is increasing at a rapid rate, much faster than anticipated.

This causes extreme polar instability. The magnetic fields have decreased by more than 80 % over the last 48 hours.

You remember when I told you about the dam in China? Well, it's happening much sooner than we anticipated.

Where are you, dad? What exactly is the course of the ` Freedom' right now?

Just a few minutes ago Yellowstone erupted, sir. The ash cloud will reach Washington in roughly 7 hours. Maybe 6. We have strong easterly winds.

He's praying sir. Which considering the circumstances is not a bad idea.

Mr. President? We need to get you out of Washington immediately.

You know what your father believed. That nature will choose itself from itself.

What would you say were the chances of a first time, middle - aged writer, who barely sold 500 copies of his novel making it on board this plane?

It's called ` Farewell Atlantis' and it's a fantastic read. It's part of our legacy now.

What if I tried to sort some of this mess out? I need to know you can forgive me.

One more thing. Your father told me you were the most precious thing to him in the whole world. You are to me too.

We expect enormous tsunamis to reach landfall in every continent. The Cho Ming area will be impacted in approximately six hours.

and it looks like the crust has shifted by nearly 23 degrees in a south - westerly direction. Here's the computer simulation.

Our data also shows, that our earth's poles have reversed their magnetic fields.

The flooding will happen earlier. Bobby, can you plug in the new data please?

I know we've all been involved in making difficult decisions. to save our human civilization.

But to be human means to care for each other, and civilization means to work together to create a better life. If that's true there is nothing human and nothing civilized about what we're doing here. Ask yourselves. Can we really stand by and let all those people out there die?

There is a young astrophysicist from India who is the reason we are all here, trying to give mankind a second chance. He's the one who discovered it all, the one who connected the dots. We all owe him our lives.

I just learned that he was killed with his family by a tsunami in eastern India. You know why?

I beg you. whatever our future holds do n't let us start it with an act of cruelty. What will you tell your children. and their children?

I know those kids. Remember the book I told you about? Their father wrote it.

Let's get an emergency crew there right now. I'll meet them at the Hydraulic Chamber.

Mr. Curtis. I'm Adrian Helmsley. We met once before. Your daughter is with me.

We ca n't get to you. Whatever you did, jammed the hydraulics. If you ca n't get it out. None of us will make it.

and all we can hear is the sound of our own breathing that reminds us we are still sharing our memories, hopes and ideas.

And funny, just today we found out that the entire crew of the Atlantis, somehow or another, has relatives in Wisconsin.

Well that's healthy Dr. Wilson. Something we could maybe explore. unless you have other pressing engagements.

I'd say. those astronauts of yours would be shitting themselves, if they knew all their relatives are now stuck in the South Pole.

I would say that's enough time to learn that we have rules here. You'll just have to wait until the quarterly science briefing.

If it's alright with you sir, I'll brief the panel about the new development.

The whole North American continent is about to perish, and Wilson decides to go to church!

Maybe. But right now I need the leader of the free world off his knees and on Air Force One. Wheels up 1900 hours. Can I leave that with you Helmsley?

Well, Mr. Helmsley, we just learned that the Vice President's chopper crashed 80 miles north of Atlanta.

Your ass only made it into the White House, because your old man knew the First Lady. and because of all that affirmative action bullshit.

There was a white kid, much more qualified than you. Just so you know.

There is a protocol for just this situation Ms. Wilson and I'm afraid we'll have to follow it to the letter.

That's affirmative, Mr. President. Until communication is restored, I am in command.

It seems all other Heads of State are en route, however there are unconfirmed reports that the Italian Prime Minister has also decided to stay behind and trust in prayer rather than action.

So Helmsley, what you're telling us here is that. the north pole is now somewhere in Wisconsin?

Dr. Wilson, there's a protocol for all that. You just stick to your art. We'll handle the rest.

We'll miss you Helmsley but somehow we'll get by. Officer switch that off.

Have you lost your mind? Look at the countdown. We have less than five minutes left. And none of our ships have the resources to feed those people. If you save them today we all starve tomorrow.

Do you wan na be responsible for the extinction of the human race? Can you handle that, Adrian?!

You're damn right something went wrong! Congratulations Helmsley, you may have just killed us all but as long as your conscience is clean.

You think you're the main man now, just because your fucking the President's daughter?

Young guys like you with your idealistic dreams, you think you can change the world.

I just pray to God, that you keep on making the right calls. in this new world of ours.

There was no white kid better than you. I'm terribly sorry I said that.

Prof. West is on the phone . In the background we make out Satnam 's family around the dining room table .Satnam quiets his little son . It is the boy we saw earlier with his toy ship .

Adrian follows Anheuser through a hallway of the White House , papers in hand .Exasperated , Adrian holds out the papers to him .Finally , Anheuser rips the papers out of his hands and starts to walk away , reading . Suddenly he slows down .Anheuser walks away . FADE TO BLACK 2010 FADE UP

G8 Summit . Riot police control the unruly crowd with water cannons . We see PROTESTERS with Anti Globalization signs behind a fence . A convoy of limousines is approaching a historic building .

We follow the American delegation into the conference room , where the other G8 delegations are seated around an enormous table . The President of the United States , THOMAS F. WILSON , 56 , does n't sit down . He addresses the room and everybody goes quiet .For the first time we see the President 's face . He is African - American .A murmur erupts . The Russian President SERGEY MAKARENKO , 62 , whispers to one of his interpreters .President Wilson looks over to the Russian Colleague .As the Russian President waves his interpreter away , all the international delegates leave as well . The huge doors of the hall close . A secret service officer in the sound booth switches off the recording equipment to the chamber . The President gathers himself .Dead silence .

I hereby present a motion to meet privately with my seven fellow Heads of State, kindly excluding the rest of the delegates.

Mr. President, judging from the conversations we've had in the past, I can assure you, your English is absolutely fine, for what I have to say.

Six months ago I was made aware of a situation so devastating, that at first, I refused to believe it.

However through the concerted efforts of the brightest scientists of several nations, we have now confirmed its validity.

I'd rather have Adrian do that. They trust him. I told him to be in on the meeting.

Ladies and Gentlemen, we all knew this day would come. But we never imagined it would come this soon.

I would like to pass this over to my science advisor, Adrian Helmsley.

Nevertheless, Mr. Antonioni, we have to make an immediate decision.

Now matter how idealistic you are taking office. You lose your innocence behind that desk.

Laura was right. People have died because of the decisions I made.

Laura's never looked at me like that before. Only once. When I told her, her mother had died. You knew the first lady?

You know what she said to me that night we brought her to the hospital?

` Tommy. I think you should do a lottery. Every one should have a chance to go'. That's what Dorothy said to me. That's what we should have done.

You know what I believe, Adrian. I believe nature should choose for itself, from itself.

Do n't let her go. You'll regret it if you do. Prove to Laura what kind of a man you are. And I'll do the same. You go now. And watch your back for Anheuser.

Would you tell my daughter. there's nothing on earth that I cherish more than her.

Sally, can you take care of them. I'll go check with the Red Cross.

A huge Chinese military helicopter blasts through a majestic mountain valley in Tibet . We are at the top of the world . A Chinese COLONEL , wearing dark sun glasses , watches from the chopper as the army forces the evacuation of the villages and monasteries .

Some among you will even have the chance to work for the glorious People's Republic of China building the biggest dam project in the world.

Attention! The US National Guard has informed us, that an extremely hazardous ash cloud is headed towards the city of Las Vegas.

Someone speaks on a megaphone in the village square as villagers are evicted by soldiers and herded into trucks .NENG PANG , a young monk , 18 , is loaded into a truck together with his PARENTS , both in their 60 's .

Neng 's older brother , LIN PANG , 25 , is part of a huge crowd of young men and women staying behind by a Tibetan school building . He turns and yells after the truck .The Colonel with the dark glasses steps up , addressing the masses .Eager hands fly up in the air . An official makes notes .Lin 's hand shoots up in the air . We hear a siren echoing through the mountains and suddenly an explosion . Lin turns . In the BACKGROUND , a series of explosions punch enormous holes into the side of the mountain , showering rock everywhere . FADE TO BLACKFADE UP

A MAN in a dark suit walks through a hallway of the Dorchester looking like your typical MI - 6 agent . The decor is plush and luxurious . He 's stopped by two security men who frisk him .

Heavily ringed fingers flip through a folder .A SAUDI PRINCE looks up and nods without expression .

A group of dark figures in overalls walk past famous Renaissance paintings . They stop at the Mona Lisa . MANFRED PICARD , 63 , head of the French National Museums , stands by LAURA , a young African - American woman in her late 20 's . They observe the specialists opening the case of the famous painting . A whoosh of air as the vacuum seal breaks .Laura answers in almost perfect French .In the BACKGROUND the Mona Lisa is taken off the wall and replaced with a perfect replica . Picard still looks uneasy . He watches as the real Mona Lisa is sealed into an airtight case .Picard looks suspicious but says nothing . The CAMERA MOVES IN on the face of the fake Mona Lisa until all we see is her mysterious smile . FADE TO BLACK 2012 FADE UP Lifeless bodies encircle a huge fire pit . They resemble the rays of the sun . In the background we see the famous step pyramids of Tikal .Many of the dead are women and children looking peaceful and are surrounded by colorful flowers .The CAMERA slowly pulls out and we are in -

There are too many crazy people who could hurt her, Manfred. The World Heritage Foundation has done this all over the world.

The mass suicide was discovered by a BBC documentary crew in the ancient Mayan city of Tikal.

the victims were said to have adhered to the Mayan - Quiche Calender which predicts the end of time to occur on the 21st of December this year, due to the sun's destructive forces.

I had my suspicions. I should have said something. They are following me.

They may be listening to us too. Laura the Heritage Foundation is a sham.

I just talked to him, Dad. He told me the world Heritage Foundation is a sham. Is that true?

I'm a big girl Adrian. I do n't need protection. You used me. You guys had me gallivanting around the world, as part of your little cover - up.

Sure, if your name's Da Vinci or Picasso. But if you're some young talent in Podunk, Texas, sorry you're not famous enough. People like you and Anheuser and my father - you think you can play God.

That's bullshit and you know it. It's the fittest, the richest and the strongest that survive.

Strangely enough, scientific records do support the fact that we are heading for the biggest solar climax in recorded history.

Tokyo seems to have taken the severity of the hit. Unconfirmed reports indicate that the entire island of Japan is below water.

A shabby apartment in Silverlake . The TV is on .A small tremor rocks the apartment and the dishevelled face of JACKSON CURTIS , 33 , pops up from behind the couch . He fell asleep at his laptop last night .One look at his watch and he is off running . He throws some clothes and a toothbrush in a bag . His cell phone rings .Jackson turns off the TV and darts towards the door , stopping only to slide his laptop into a knapsack . As he turns , he stumbles over a stack of books , all shrink - wrapped and identically titled : ` Farewell Atlantis ' .Frustrated , he kicks them out of his way and exits . We hold on the books and realize that Jackson 's photograph is on their back covers .

They're kids, Kate, going on vacation. It's not a doctor's appointment. it's supposed to be fun. You remember that, right? Fun?

I know it's mosquito season at Yellowstone, Kate. I'll pick some up on the way.

This is better hours for me. Means I can still write. KATE Of course.

To a very special place, Lil ` bee. It's a lake. A place where mommy and daddy fell in love.

It's gone. The whole darn lake is gone. I swear you guys there was a lake here.

Is n't this supposed to be a National Park? There should n't be fences. What are you guys doing around here anyway?

They think it's not such a good idea to climb over their fences. They feel the area is unstable.

We'll get some of that tomorrow. For tonight just put your head under the blankie.

Noah. Things like a cell phone have to be discussed in the family.

I just heard part of your broadcast. Mind me asking a question? What exactly is it. that will start in Hollywood?

Kate, we have to get out of LA! I've rented a plane for us. Get the kids ready! I'll be there in five.

The Governor's a meathead, how would he know anything? Kate listen! You got ta trust me over some politician. Come on.

Kate, everything this guy said so far has happened. I'll be right back.

Listen to me. We have to find Charlie. He's got a secret map, you know, like Jack Sparrow in ` Pirates'.

You wait here for me! You watch the ship while Captain Curtis talks to the pirate. Okay?

We have a plane. We can get you out of here too. Let's go Charlie!

Stay down there, Lil'! We're almost there! Just keep looking at daddy.

I know that with my writing and work I did n't have a lot of time for you both.

It's called ` Earth Crust Displacement' Gordon. Prof. Hapgood, 1958.

If you would ever consider to give me another chance. I promise, I'll always be there when you need me.

There's nothing we can go back to Lil ` bee. Whatever's out there, that's our home now. Do n't be scared.

Excuse me, I believe he's addressing the author. Well, what did you think?

The phone call continues as Jackson opens the garage door , struggling to pack his old SUV with camping equipment .He tries to start the engine , but the battery is dead . Frustrated , he hits the steering wheel .

Jackson runs across the street with his camping equipment , throwing it into the trunk of a stretch limo parked by the curb .He notices a deep crack in the asphalt . His neighbors , an elderly couple , stand there and stare at it .Jackson gets into the limo and speeds off .

Jackson drives through LA with the radio on .We pass a family frantically loading boxes into a van .Jackson passes a man in a wheelchair . He 's holding up a cardboard sign : ` Repent - The End is Near ' .

Those shake - proof coffee mugs are a genius idea, and they just show the true nature of us Californians.

We'll not bow to little inconveniences like these so called ` mini - quakes'.

If you have a funny ` mini - quake' story you wan na share, call Lisa & Randy at 1 - 800.

After what is going on in La - La - land with all those surface cracks, I told myself : Get your stupid ass to Yellowstone. I do n't want to miss all the great fun, when it finally blows.

There's been government people flying in and out all morning. And trust me, they did not look happy.

Jackson stops and honks in front of an upscale Westwood home .Jackson switches the radio off . Two kids NOAH , 10 , and LILLY , 7 , come running down the driveway . They slow down , as they see the limo .Lilly yells from inside the limo .Their mother , KATE CURTIS , 32 , a beautiful woman appears .Kate 's new boyfriend , GORDON SILBERMAN , 43 , pulls out of the garage in his Porsche wearing his Bluetooth .Jackson smiles bitterly . Gordon waves at the kids .Jackson waves grudgingly as Gordon pulls away .She follows Jackson to the car with a bag of pull - up diapers .He shuts the trunk and gets back behind the wheel . She looks at him seriously .He nods as the car pulls away .

Noah! Look! Daddy's got Space - Busters in the car. and Space - Busters 2. Awesome!

So what, you're a chauffeur now? What happened to the temp work?

Simone, how many times have I told you, we do n't do Lipo on Fridays. It's too messy.

and Lilly has to put these on, before she goes to sleep. JACKSON Still?

Jackson, they've been really looking forward to this you know. Do n't let them down.

I do n't want to know where you and mom had sex. I'm not ready for that, Jackson.

Gordon, without Jackson, we'd never have made it out of California.

But I know him. He's really nice. You should talk to him more often. You guys would get along really well.

Just because I do n't care for your arrogant humor does n't mean I'm acting strange. He is the father of my kids.

I think for the same reasons you did. You know, after breast feeding two kids.

You know, you always had tunnel vision. You could always just block things out and write. You blocked all of us out Jackson.

I have no clue if you understand what I'm saying, but I ask you as a mother, please take my kids with you!

Really? You may well be the first person who ever got to the end.

Maybe biologically. Can I remind you what that guy did? First you gave up med school to have Noah. Then you practically raise him and Lilly by yourself while he sat glued to a laptop writing that junk.

Yeah, published! You know your mother was right. You've always been drawn to guys with lofty dreams and empty pockets. But not this time right, sweetheart?

You know Kate, we have to keep working at this. our relationship. Because I wo n't end up being just a re - run of you and Jackson.

This is n't one of your crazy stories now. How the hell are we gon na make it to China?

Let's get this straight, Sasha. I'm not a pilot. I'm a plastic surgeon. I just took some lessons to overcome my fear of flying.

He said he'll be fine and we should get out of here before he touches down.

Did you know he asked for a discount. and he paid in installments?

You're better off without him. What he said about you and Sasha, is it true?

HARRY HELMSLEY , 73 , and his partner TONY DELGADO , 68 , board an enormous cruise ship , the ` Freedom of the Seas ' . Harry is African - American , Tony is Italian . He carries a large case . They pass a poster : ` Jazz Night with Harry Helmsley & Tony Delgado ' .TONY shoots a charmers smile at a couple of older single ladies on sun loungers . They smile back coyly .Suddenly they 're thrown off balance by a large swell that pulls the massive ` Freedom of the Seas ' away from the landing , about ten yards . The next moment , the ship slams back against the dock with an earthshaking BOOM .A murmur goes through the crowd . Luckily nobody is injured .

Well Tony, electronics are cheap there and. you could visit your boy Will.

Why do n't you keep your nose out of my family. You're cramping my style.

He married a Japanese girl - how is that the end of the world? You should at least go see him.

Not as much as I'd like. DC is a long way. But at least we talk.

Thank you ladies and gentlemen. Let's hear it for the one and only Tony Delgado. And I'm Harry Helmsley and we'll be back after a short pit stop.

It's all good, Adrian. Do n't worry about your old man. You have more important things to do now.

You know, your mom and I, we had a hell of a great life. and a hell of a great kid too.

And the ` Freedom' is a pretty big ship you know. Do n't write your old man off, just yet.

Besides, I could never leave Tony alone. You know how he ca n't keep decent time by himself.

Why not? Who cares how long we do certain things? How long we drink booze, how long we talk to people. Or how long we do n't talk to people.

I'm not going back on that stage unless you promise to call him.

Woah! Harry, what's the matter with you? Let's go. We're back on.

The phone rings twice before Laura switches on a light . We catch a glimpse of a framed photo of her and Adrian . She answers the phone .

Picard is speeding in his Peugeot , anxiously checking his rear view mirror .Picard 's car approaches a tunnel . LAURA . -LRB- O.S . -RRB- What ?The Peugeot enters a tunnel .A huge blast rips through the tunnel as his car explodes .

They 're driving through the glorious landscape of Yellowstone National Park . Noah sits in the back with headphones on playing Space - Busters 2 . As they pass over a ridge , the music station is overpowered by a talk show filtering through . We hear a raspy and excitable voice .Lilly reaches for the dial of the radio .Jackson corrects the dial to get better reception .A huge black helicopter brushes over the limo .They watch in awe as the chopper disappears behind a ridge .

Laura bursts in and heads straight for the TV . The President looks up from his desk .Sally the President 's Secretary enters , flustered .Sally closes the door as Laura turns up the TV .The President comes around his desk . Laura looks at him distraught .The President shoots an anxious look across the room . Laura turns and suddenly realizes that Adrian is standing in the corner .Adrian looks ashamed .

Mr. Picard had been the director of the French National Museums for 24 years. As fate would have it his assassination took place in the same Paris tunnel where Princess Diana died in 1997.

A dense forest trail . We hear Lilly before we see her .Jackson runs to catch up with Lilly who has reached a fence with a ` keep out ' sign posted .Jackson starts to climb the fence .

Jackson and his kids crest a ridge . They look down on a parched basin with cracked terrain .The kids roll their eyes .

A puddle of water is all that remains of the lake . Jackson and the kids walk into the basin , unaware of being watched THROUGH BINOCULARS . Jackson spots an electronic measuring device and crouches to have a closer look . Elsewhere in the lake bed , we see sand seeping through CRACKS in the ground .When he looks up , he sees heavily armed soldiers coming towards them from all sides .Through the BINOCULARS , we see Jackson and his kids arrested and led over a ridge . With this we reveal an ENORMOUS RESEARCH FACILITY with hundreds of tents and vehicles surrounding a massive drilling tower .

Adrian Helmsley and Prof. West exit the drilling tower , both studying papers . Adrian notices Jackson and his kids nearby , being interrogated by an OFFICER .Adrian walks towards them . Jackson stares at the officer with defiance .Jackson turns and sees Adrian standing there .The officer reluctantly hands him Jackson 's license .He throws a look at Jackson 's drivers license . ADRIAN . -LRB- CONT'D. -RRB- . Curtis . He looks up at Jackson with renewed interest .Jackson straightens up proudly . Lilly smiles .Prof. West waves at Adrian from one of the container labs . Adrian hands back Jackson his drivers license .Jackson and his kids look after Adrian hurrying away .

Jackson and the kids walk back to the campgrounds when suddenly CHARLIE FROST , 62 , a crazy looking guy with binoculars around his neck , stands in their way .Jackson looks at him , instinctively picking up Lilly .Charlie bursts out laughing .With this he turns around and leaves .

This is Charlie Frost reporting live from Yellowstone National Park, soon to become the world's largest active volcano.

The apocalypse, the end of days. The Mayans knew it, the I Ching and the Bible, kind of.

The forces of mother nature will be so devastating it will bring an end to this world on winter solstice 12 - 21 - 12.

Pretty neat, huh? It's a big hit on YouTube. I did the animation myself.

I know what you're thinking. But all the governments know about this.

They ca n't. Just think about it. First the stockmarket would crash.

Then the economy. boom. The dollar. boom. And then the people in the streets.

Boom, boom! Pandemonium, revolution, war! They would never tell us. Beer?

Only if you're some Sheik, Bill Gates, or maybe one of those Russian billionaires do you stand a chance to buy a seat.

No really. One of my listeners, a geography professor at UTSC, has even figured out where they're building them. He sent me a map.

Sorry for the delay, folks. But even in times like these, a man has got to eat.

You'll never make it out in time. Just stay and enjoy the big bang. That your kid?

Easy, easy. Watch the mic. I do n't know. Somewhere in my camper.

Fly birdies fly! This marks the last day of the United States of America folks and by tomorrow.

the last of mankind. Soon they'll see us from a million miles away, out there in the milky way.

Jackson is sitting on a camp chair , right outside the tent . He 's on his laptop , looking enquiringly at an aerial picture of Yellowstone on Google earth . In the background we see the kids are in the tent .Jackson looks up , remembering he forgot the spray .Lilly nods as Jackson walks over and tucks her into bed . He kisses her good night . He turns and is surprised to see Noah typing a text on his cell phone .Jackson takes the phone from out of Noah 's hands .Jackson reads the message Noah has typed ` Hey Gordon , Camping Sucks ! ' . Hurt , Jackson hands back the phone .

Commotion . The base packs up . Adrian and Prof. West duck low as they board a chopper . Adrian is on the phone .We hear Anheuser , yelling .A second later the chopper lifts off .

Jackson has his laptop open with the cursor blinking away on the words ` Chapter Seven ' . But he ca n't concentrate on writing after what Noah has said . A chopper flies overhead . Jackson follows it 's path over the campsite and his eyes fall on an American flag fluttering on top of a massive radio antennae . This belongs to an RV truck . Through the RV 's window , Jackson sees the silhouette of Charlie Frost , the guy with the binoculars , speaking into a microphone . Curious , Jackson flicks on the radio and twists the dial .Jackson is intrigued . He puts his laptop down .Jackson climbs out of his car and starts towards the RV . He can still hear the radio .

. We have a listener calling in. Bill from Cooke City, you're on the Charlie Frost Show.

Well, something like this could only originate in Hollywood, Ha - Ha! But seriously, they've got the earth cracking under their asses already, Bill.

Our family believes in the gospel of our Lord Jesus. We have nothing to fear, Charlie.

Charlie hits a switch . Music starts playing . The Doors , ` The End ' .Charlie is about to take a bite of his sandwich , when there 's a knock on the door . Jackson sticks his head in .Charlie bites into his sandwich as Jackson looks around at all the equipment .Charlie looks at his watch .Charlie clicks on his laptop .A crudely animated film starts to play . Charlie narrates on screen in an overly dramatic fashion .Charlie appears as an animated figure holding an orange .On screen the middle of the orange shrinks , now the skin moves freely around it .A faded portrait of a scientist appears on screen .The infamous photo of Einstein , sticking out his tongue .The film ends with an image of the whole earth covered with water . Charlie shuts the laptop .Charlie opens a can of beer . Phsssh !Jackson shakes his head still struggling to digest this .Charlie looks at him bug eyed .As Jackson exits , Charlie gets back on the air .

In the year 2012 a cataclysmic event will unfold. Caused by an alignment of the planets in our solar system that only happens every 640,000 years. Just imagine the earth as an Orange.

our sun will begin to emit such extreme amounts of radiation, that the core of the earth will melt - that's the inside part of the Orange, leaving the crust of our planet free to shift.

I am standing here at the highest point on what is the rim of this super volcano.

I tell you guys, any minute now. any minute the fireworks will start.

The ash cloud will travel everywhere. First the lights will go out in Vegas, then Dallas, St. Louis and then Washington DC.

Westwood . The parking lot of Gelson 's is nearly empty . Eerie silence . Suddenly some of the cars begin to shift in place from an unseen force . A small CRACK creases the asphalt and slowly crawls towards the brightly lit supermarket .

Muzak is playing . Kate and her boyfriend Gordon are shopping late . She picks up some pull - ups for Lilly , Gordon steps up behind her , wrapping his arms around her waist .He reaches up and touches her breasts .Gordon lets go of her with mock disappointment .Kate pushes him away and moves on . A few customers are paying at the checkout stand . BEHIND THEM : Huge glass windows reveal cars slowly sliding into the ever widening crack in the parking lot . Nobody inside notices . Gordon catches up with Kate .Kate smiles awkwardly and picks up a can of soup . The shelf in front of her shakes for a moment .Kate slowly puts the cans of soup into her cart and looks around . Gordon senses a problem between them .Before Gordon finishes his sentence - A violent ROAR ! From front to back , the entire supermarket rips open right between Kate and Gordon . The few customers scream in horror at the sight of the huge crevasse forming beneath them . Kate and Gordon are thrown up against opposite aisles holding on for dear life . They cling to the columns as the shelves fold into the ever widening crack .

Jackson puts down some groceries at the checkout .He smiles at the female cashier behind the counter who does not look friendly .The woman looks at Lilly and Noah with their red lumps .She slams two mosquito products on the counter .On the store 's TV : A heavy - set blonde WOMAN , 45 , speaking to a reporter in front of Gelson 's .The gap in the ground is enormous now , at least half a mile long and 200 feet wide .

President Wilson and Anheuser walk towards the Situation Room .The President is shocked by this news .Anheuser fumes as they enter the situation room .

Flat screens line the walls . A video conference is under way with each of the G8 members represented .He looks over to Adrian .Adrian steps up and gathers himself . Anheuser watches .Pointing to a set of charts .All the heads of state are glued to his words .The German Chancellor , a woman , interrupts .Adrian glances to Professor West , standing in the back .The Prime Minister of Italy breaks in , upset .President Wilson steps up .We hear CHEERING and APPLAUSE .

The United Kingdom, Spain, France and Germany, and I believe I can also speak for the Italian Prime Minister.

and tonight's challenger for the heavy weight world championship of the world. Here he is. Mister Zultan Balashin!

The arena is filled to its max . The crowd is on its feet .The crowd ROARS as the boxer and his entourage enter . The CAMERA moves in on a tall man with blonde clean cut hair . He is well built , wearing designer clothing from head to toe . YURI KARPOV , 45 , stereotypical Russian oligarch . He approaches the ringside corner and whistles .The nervous boxer turns .Yuri hits the boxer 's gloves . Zultan is nervous . His coach steps in .Zultan just keeps nodding , pumping himself up .GONG . First Round . The fight is on .Yuri walks to his seat , sitting down next to his trophy : TAMARA , 28 , blonde , wears the shortest mini one can imagine , designer shoes , handbag , glasses and boobs . In her lap she holds CAESAR , a tiny dog wearing a diamond collar . In the ring the boxers maul at each other . Yuri 's cell phone beeps . It 's a text message : START BOARDING PROCEDURE Yuri 's whole demeanor changes . Without a word , he gets up and walks out of the arena .Yuri does not respond as he squeezes through the crowd . Zultan , the boxer , notices Yuri leave . In that split second distraction , he is hit HARD and goes down for the count . The crowd ROARS !

Zultan my friend. Do not forget. We are fighters. We never go down. We always stay on our feet.

Good. That is good. I'm sending the Gulfstream to pick up Alec and Oleg.

You know Curtis, I was n't always businessman. I am a boxer. Was my only playing when I was a boy, back in Murmansk. My coach.

. his name also Yuri. He always said : ` Someone wants to beat you. he has to kill you first'.

What would you have done, if you rich like me? Just look at your gorgeous kids. And call me Yuri.

You think I did not know about you and Sasha? May god rest that poor bastard's soul.

I am sorry guys. Good luck. And Jackson remember, if someone wants to beat you. he has to kill you first. Come boys!

What do mean we ca n't board Number 4? I want to speak to your supervisor.

We are not married. And we probably never will. But he paid for them.

I should have listened to you, Dr. Silberman. I actually liked the way I looked before that monster talked me into it.

Now that he's gone I think he was worth a hundred times a man like Yuri.

Jackson has driven all night . The sun rises , a giant glowing orb .

Caltech believes that the incident in the Westwood supermarket has released most of the surface tension.

It looks like life in the city will soon be back to normal, Mayor Gonzales said at an early morning news conference from his home in Hancock Park.

Jackson pulls up . The kids are asleep .Jackson switches off the radio and wakes his kids gently .Kate heads to the car . Still sleepy , the kids grab their stuff and run into her arms .She looks at Jackson and softens .Gordon appears at the door . Jackson watches painfully as Noah runs and gives Gordon a big hug . His cellphone beeps with a message .

Yuri stands at a huge window overlooking the strip talking into his phone .Tamara hovers in the background packing her Louis Vuitton luggage . Caesar , her little dog , watches from the bed .Yuri brushes her off .

While talking to Yuri , Jackson is standing in front of the open trunk , changing into his chauffeur suit .

A palatial home . Completely gaudy . The twins , ALEC and OLEG , wait impatiently . They are 12 years old and wear identical clothing by Dior .Jackson ignores him and starts throwing the luggage into the limo . The other twin notices his muddy sneakers .

Ahead of the limo a crowd has formed in the streets , singing songs and chanting about the end of days . A SKINNY MAN with a ponytail preaches from the scriptures .Jackson has to maneuver through the people . Banners read : ` Prepare for the End ' - ` You can not escape his judgement ' - Alec looks up from his video game , annoyed .Jackson shoots these spoilt brats an angry look .

There will be famines, pestilences and earthquakes, sayeth the Lord.

Jackson stops in front of the Gulfstream . SASHA , 40 , Yuri 's Russian pilot is expecting them .Jackson mutters under his breath as he unloads the luggage , dropping one of them on Alec 's foot on purpose .The other twin has noticed Jackson 's intensions . He gets into his face .Oleg grins back at Jackson as the jet door closes . The Gulfstream taxis onto the runway . As Jackson turns back to the car a fine surface crack shoots across the tarmac . We hold on his face as it hits him like a ton of bricks : THE CRAZY RADIO HOST , CHARLIE FROST WAS RIGHT ! Frantically Jackson looks around and spots a MAN in overalls working on a twin engine Cessna . He runs to him .The man points to a shabby office building .

I found us a plane, an Antonov. They were just about to take off, but the tower did n't let them.

You check the main bus for the hydraulics. I'll balance the tanks. GORDON Uh. What?

Hi guys. The plan is to refuel in Hawaii. So, buckle up. Gordon and I will do the rest.

Not enough. We'll have to make a water landing somewhere in the South China Sea.

There's no more ocean, and it looks like we're pretty close to where we wanted to go.

I'll shoot for that glacier. Drain the brake fluids. It's going to get rocky. There, the blue levers!

Listen up guys! This may sound a little crazy, but here's what you got to do.

Your turn Gordon! Go! Make sure that they make it out of here before I touch down!

Kate is in her kitchen cooking breakfast for the kids . Gordon watches the Governor on the news .The phone rings . Kate picks up .

. just this morning my people at Caltech told me that in the last 36 hours we had basically zero earthquake activity in Southern California, which is very rare.

Kate slams the phone down . Lilly stops eating .On the TV , the interview comes to an end .That moment a MASSIVE QUAKE hits Los Angeles . Everybody dives under the table . ON TV : The news casters and the Governor do the same . A few seconds later the signal cuts out . Gordon pulls Kate and the kids close as the earth shakes violently for 20 seconds .

When he enters , Lilly immediately runs into his arms . The next tremor hits . Cracks form on the kitchen floor .The whole house rides up and down like on a wave .Finally Kate pushes her son out from under the table . They all scramble out of the house in a panic . Kate is cut on the shoulder by falling glass but she hardly notices .

As they storm out of their front door the house crumbles behind them .The whole street starts to buckle . Left and right the houses are shaken and smashed like toys . Just before the wave of destruction can reach them , Jackson tears out of the driveway .

Jackson maneuver 's the limo through the crumbling neighborhood . Right in front of their eyes , streets disappear , trees fall , electrical lines snap . Sewer pipes burst in front of the car .Jackson has to turn on the windshield wipers .

The limo crashes through a gate onto the tarmac , coming to a stop in front of a twin engine Cessna .Kate turns to Gordon .They start running , when Jackson remembers something and heads back to the Limo . He grabs his knapsack from the front seat fumbling to zip his laptop back inside it . Kate shouts .He jumps out of the car and races back after them . Behind Jackson the hangar starts to disintegrate . IN THE DISTANCE A gigantic fissure forms in the earth , shooting towards Santa Monica airport . Gordon fumbles with the controls , Jackson yells from the copilot seat .Jackson reaches over and slams Gordon 's hand down and the plane lurches forward . As the Cessna speeds onto the tarmac the control tower goes down and explodes . Noah discovers the giant crevasse forming behind them .As the plane accelerates , the giant crack closes in on them . Gordon 's hand trembles on the throttle control . Everybody screams on top of each other .Gordon gathers his courage and pulls the lever . The plane almost rockets into the air just as the ground beneath them gives way . They hover for a moment , almost caught in mid - air as the widening crevasse beneath them fights to suck them into the bowels of the earth . Gordon fights to maintain control but they begin to be pulled down . The daylight vanishes . Debris and mud smashes into the plane from all sides . The canyon walls erupt .Taking desperate measures , Gordon nearly rips the control stick out of its joint - with a lurch the Cessna lifts out of the abyss . They all take a deep breath only to realize that now they are flying directly into the collapsing towers of downtown Los Angeles ! Like a roller coaster , Gordon manages to weave the little plane through the tumbling high rises . They dive one last time to evade the plummeting US BANK TOWER , the tallest building on the west coast . All are dead silent as they watch the whole of Los Angeles crumble beneath them . Kate covers Lilly 's eyes .Jackson looks at Kate and notices her cut . JACKSON Are you okay ?The plane veers off in a northeasterly direction . Behind them the destruction of Los Angeles continues .

The gigantic cruise ship plows through the Pacific . We hear lounge music .

Adrian 's father Harry and his partner Tony are on stage . Harry on the piano , singing , Tony playing the bass . A waiter brings drinks . Water for Harry , and a brightly colored cocktail for Tony .Tony raises his glass to two old ladies who are sitting at the bar .The waiter nods . A few more bars of music , then applause .Applause . Harry rushes off stage .

Adrian is standing in a dark corner . Behind him people are packing up , carrying boxes .

Back in the lounge , Tony has finished his cocktail . Harry walks up and hollers at the barkeeper .Harry grabs Tony by his shirt .Harry pulls him even closer .Harry stares him down .Harry smiles , downs his bourbon and walks back on stage .

Adrian enters his office . The TV is on .Assistants stare at the news in shocked disbelief , some of them are crying . Prof. West appears at the door .Prof. West silently nods and beckons Adrian , who follows him down the hall into a dark control room . They look at a wall - sized high def monitor .On the monitors , detailed satellite imagery displays how the monstrous quake unfolds , leaving California sliding into the sea .

There is little we know at this point, but the earthquake registered at 10.1 on the Richter scale. The whole of the Western seaboard was hit.

The base is abandoned but for a few structures and the enormous drilling tower . Gordon manages to land the plane next to what looks like a fueling station . Jackson leaps out checking the pump .Jackson runs off towards the hills .Lilly runs after him . Jackson picks her up .Kate watches as they disappear , worried . Noah and Gordon have started to fuel the plane .

Jackson and Lilly find Charlie 's RV with it 's door hanging open . They enter . The key is in the ignition . The radio transmitters are on , but Charlie is gone . Jackson fiddles with the switches and Charlie 's voice comes on .Jackson jumps behind the wheel and turns the ignition .That catches her interest .Jackson passes her his mobile phone . Lilly nods . He throws the RV into gear and they speed off over the bumpy terrain . In their dust , we see the earth fissuring !

Jackson drives like a bat out of hell .Jackson tears up the mountain looking for Charlie .

Jackson hears the stress in Kate 's voice . He hisses at Lilly .Jackson grimaces .

The RV runs over a boulder . Lilly hits the roof . LILLY Ouch ! KATE . -LRB- O.S . -RRB- LILLY ! In the background Kate hears the voice of Charlie Frost .Lilly spots Charlie way up on a ridge . He has erected his ten foot radio antenna with the flag fluttering on top .The road ends just below the mountain peak .Jackson sees Charlie up above , broadcasting . He hangs up the phone and jumps out of the RV .Jackson climbs up to Charlie .

Charlie has his broadcasting equipment strapped to his body . The antenna 's flag is whipping in the wind .He notices Jackson and muffles the microphone .All around the landscape begins to collapse . A three mile crater forms , revealing the awe - inspiring sight of the super - volcano .Jackson discovers Lilly standing behind him , staring at Charlie with her big brown eyes . Jackson grabs Charlie lifting him off the ground .A low rumble builds to a rapturous thunder as MILLIONS OF BIRDS tear into flight .The mouth of the volcano starts to break apart revealing molten lava underneath .Jackson grabs his wide eyed daughter and races down the mountain .

Jackson and Lilly jump into the RV and races off , with Charlie 's broadcast still playing .Jackson 's cell phone rings and he picks up .

In that instant , the air around them vanishes , as if sucked from the landscape into a vacuum . THE BIGGEST EXPLOSION THE WORLD HAS EVER SEEN . At least in the last 640,000 years . To them , all this occurs in total silence . The sound of the eruption has not reached them yet . They are frozen , unable to comprehend what is happening .

The explosion begins to resembles an atomic mushroom .The sound waves reach Charlie , throwing him to the ground .

The RV flies over the rugged terrain . Everywhere the earth is cracking , falling apart . Jackson struggles to swerve around the disappearing landscape .Lilly has discovered the expanding ASH CLOUD behind them .The THUNDERING sound envelopes them ! On the radio , the voice of Charlie is getting shrill .

Charlie slowly tries to stand again , silhouetted against the cloud of dust and fire towering above him . Flaming rocks fly towards him . When they hit the ground , they detonate like fire bombs .

Rocks plummet like comets around the RV as Jackson races over a collapsing bridge . On the radio , in his delirious state , Charlie begins to sing .Yellowstone looks like a war zone . The RV dodges the bombardment of fire and rock .

Huge tree trunks and glowing boulders fly at Charlie through the ashes . He screams at the top of his lungs .A second later , Charlie 's radio antenna comes spinning like a scythe through the air . It decapitates Charlie in an instant .

The radio cuts out . The forest and the camp grounds are mown flat by the extreme force of the ASH CLOUD . In the rear view mirror Jackson sees it gaining on them . JACKSON LILLY ! DOWN ! A firebomb hits the RV , ripping half the roof off . Lilly barely makes it under the dashboard .Jackson spots the little Cessna in the distance .

At the entrance to the airstrip a huge crevasse forms , cutting the RV off from reaching the plane . Lilly sticks out her head .Jackson swerves wildly to miss the crack , sending Lilly flying out . Without thinking , he lets go of the wheel , lunging after her and pulling her back inside .Jackson races the RV alongside the forming crack . Spotting a narrow point in the crevasse , he makes a decision . Slamming the accelerator down , he races towards it at full speed . Moments later the RV is airborne ! Kate watches , too shocked to scream . A few drawn out seconds . Then the RV touches down , crashing 200 feet from the plane . Kate runs towards the wreckage of the camper . Lilly jumps out , racing into her mom 's arms . Jackson turns and sees the cloud approaching .Kate pulls Lilly back to the plane . Jackson jumps into the back of the RV scavenging through the shelves , looking for Charlie 's map . Kate lifts Lilly onto the wing of the plane . Gordon revs up the engines .Noah pulls his little sister into the cockpit . Fiery rocks rain from the sky , detonating to the right and left of their plane as Kate climbs in .Gordon pushes the throttle . The plane starts to move . Kate screams .Back in the RV , Jackson is frantically going through the masses of books and papers on the shelves . Finally , a map . He unfolds it . But it 's only of the London underground system . He throws it to the ground and finds another . This time he 's lucky ! There are markings everywhere . As he races to the door , the ground gives way beneath the RV . Kate and the kids watch it disappear from sight .Noah begins to cry and Lilly clings to her mom . Gordon just stares , paralyzed . The ASH CLOUD is almost upon them ! Gordon takes action and accelerates the plane . Kate turns back . A hand emerges from the crevasse . Then another , holding a map . Her face lights up .Jackson pulls himself up and sprints towards them , the map in his hand .Kate leans out of the cockpit reaching for him .Using every last ounce of energy , Jackson leaps onto the wing and is yanked into the plane by Kate . Just at that moment , the plane lifts off . Jackson falls into the cockpit , completely out of breath . Lilly crawls over and hugs him .Now all eyes are glued to the speedometer . 180 . 190 . The violent ASH CLOUD is hitting their tail rudder . The plane swerves wildly ! Gordon gets it back under control . The speedometer finally creeps towards 200 mph and the CLOUD slowly falls back . Everybody breathes a sigh of relief .Jackson unfolds it and takes a look . Hundreds of markings clutter the map . In the left corner he discovers a large letter C followed by H - I - N - A . He looks up .

The White House is being evacuated . Amidst the chaos stands Anheuser . Adrian puts down a phone and looks at him .Anheuser starts walking , Adrian trails behind .

Anheuser and Adrian burst into the Anteroom of the Oval Office . The President 's secretary , SALLY , 55 , is packing .Sally looks up stone faced .Adrian shoots an angry look at Anheuser .Anheuser walks away . Adrian and Sally exchange a look .

He said he wanted to spend a few minutes alone. I think he's over at the chapel.

Adrian finds the President standing near the front of the chapel .President Wilson stays with his head bowed .He turns to face Adrian .This quietly affects Adrian .President Wilson looks Adrian in the eyes .Adrian takes this in .Adrian stares at the President in disbelief . ADRIAN But sir ?A tense moment before Adrian starts to walk away . Just as he exits the chapel , Wilson calls after him .We hold on President Wilson 's face .

Most of Las Vegas is destroyed . A 200 foot wide canyon now divides sin city along its famous strip . The towering casinos still teeter along the canyon 's rim . All forms of emergency rescue operations are deployed around the city . In the FOREGROUND , we see Las Vegas International Airport , its runway cut dramatically short . Large pieces of tarmac continue to break off into the crevasse .

Gordon maneuvers his plane through the chaos . Airplanes are strewn about the runway . Passengers everywhere .Jackson looks around frantically .Silence . Noah is right and they know it . They taxi past a private jet whose front wheel is stuck in a hole in the tarmac . We hear a dog barking and the CAMERA finds Tamara , with Caesar in her arms .An airport tow truck attempts to pull Yuri 's Gulfstream jet out . Sasha , the pilot , helps . A safety announcement echoes through the whole area .Tamara looks scared and secretly reaches for Sasha 's hand . They share an intimate look , no one else sees .The tow truck driver panics and runs inside . We move in on Yuri . For the first time he looks helpless . In the background , Jackson and his family join the panicked crowd heading towards the terminal building . Firemen and rescue workers usher them forward .Jackson and his family are swept along .

Adrian rushes up the stairs of Air Force One , approaching one of the flight officers .Adrian moves on .

Adrian enters . Anheuser immediately senses something is amiss .Everyone in the room looks up , speechless .Adrian is shocked .Anheuser moves in dangerously close .Laura quietly enters the Command Center , as Anheuser and Adrian stare each other down .Anheuser takes it even further .Adrian 's face is ashen .Everyone turns to Laura . Silence .Suddenly , the engines of Air Force One turn over . Laura panics .Adrian tries to hold her close to him . Anheuser sees this intimate moment and gives a suspicious , questioning look . A second later Laura pushes Adrian away .Anheuser turns to an officer .Laura looks at him incredulously .

Emergency lights illuminate the densely populated terminal .One of the rescue workers yells , pushing Jackson and his family back . Frustrated , Jackson turns to Kate and Gordon .Suddenly a voice .They all turn and stare at Tamara , holding her little dog against her plump breasts . Kate gives Gordon a look .But when Jackson discovers Yuri behind her , his tone suddenly changes . He gets in Yuri 's face .Sasha comes running in and cuts through this .Lilly chimes in .Before Gordon can protest Jackson picks up Lilly .They burst through the emergency exit , setting off an alarm . Emergency personnel yell after them .But they keep on running . Sasha now leads the way .

They race around the corner and come to a halt . Before them , a Russian freight plane of enormous size - The ANTONOV 225 , the biggest aircraft in the world .Sasha , who has run ahead turns back and sees : A MASSIVE GREY WALL OF ASH moving towards the airport .They all run after him up the stairs .

Sasha enters the cockpit and puts on the headset while readying the plane for takeoff .

They all scramble to get into their seats .They discover the cargo they are carrying - Sports cars , SUV 's , concept cars and luxury models , some of them are labeled ` Las Vegas Auto Show 2012 ' .The six engines of the Antonov come roaring to life .

The plane is starting to move . Gordon sits uncomfortably in the copilot 's seat .Sasha reaches over and does it himself .Gordon nods and puts on the headset , trying to focus .

People start SCREAMING , when they discover the menacing WALL OF ASH racing towards them .

The nose of the Antonov turns onto the runway . This humongous plane suddenly looks small against the wall of ash .

Gordon is panicking .Sasha hits the throttle .A deafening THUNDER emanates from the engines .

Everybody grabs their seat as the vibration of the aircraft builds .

The Antonov steadily gains speed as it rumbles down the cracked and uneven runway . The canyon that has swallowed half the city looms ahead . And behind them the volcanic cloud bears down .

Sasha stares down the gap ahead , determined . Gordon 's face is as white as a sheet .

The violent cloud has finally reached the airport . The terminals are hit by flying debris . Seconds later , Yuri 's Gulfstream is whipped through the air , shattering the huge windows into a thousand pieces . People are thrown like rag dolls as the jet explodes in a massive fireball .

Kate and Jackson hold their kids tight . Tamara clings to little Caesar and Yuri to his twins .

The Antonov lumbers heavily towards the inevitable drop off on the horizon . The runway is way too short . And to make matters worse , the ground begins to move again , slowly arching the tarmac upwards , creating a crooked ramp at the end of it .

A drop of sweat trickles down Sasha 's forehead as he pulls back the wheel . Gordon holds on for dear life as the huge plane barely lifts off , veering sideways .

The Antonov is on a collision course with the crumbling casino towers along the other side of the rim .

Gordon grabs the wheel on his side , helping Sasha pull up the beast of a plane .

Very slowly the plane starts to rise and Sasha 's face lights up . They barely make it over a casino called ` Paris ; Las Vegas ' . But the plane clips its wheels on a high metal structure right behind it , ripping away part of the landing gear .

After some struggle , Sasha manages to steady the Antonov . Gordon 's face is green as he looks back .Sasha looks over and grins . He grabs the microphone .

An ancient monastery built atop a solitary mountain rock . In the distance , the sun glistens off the peaks of the Himalayas . NENG PANG , a young monk , 20 , sits with his superior and teacher LAMA YAK LA , 65 . They have tea beneath a huge bronze bell .The Lama remains silent .Instead of answering , the Lama serves him more tea . When the cup is full , the Lama does n't stop pouring . Neng watches the tea overflow until he can no longer restrain himself .The Lama stops pouring and looks at Neng .Neng bows his head in embarrassment . The Lama smiles to himself and takes a chain from around his neck . On it hangs a set of rusty car keys .The Lama throws him the keys and the young monk catches them , smiling from ear to ear . They bow to each other and Neng runs off . Lama Yak La looks after him as a father would . He gets up and strikes the bronze bell with a wooden mallet .

Do not believe in anything simply because you have heard it, Neng.

But Lin is my brother. He is working inside the big tunnels, where the ships are made.

What is in your wisdom for us to do, great Lama. if Lin is right, if our world is indeed coming to an end?

Like this cup, Neng, you are full of your own opinions and speculations. How can I show you wisdom unless you first empty your cup?

Mother, I got a message from Lin. He wants us to meet him in Cho Ming, at the west gate. He says he can get us on one of the ships he is working on.

The dam is a ship, Mother. The government lied to us. There will be a big flood.

I am a follower of the great Lama Yak La.. You know I can not do that.

As far as you can see is a series of identical little houses . The house in the foreground has a chicken coop in the garden . Mrs. Pang enters the coop . We last saw her when the village was being evacuated . She grabs one of the hens . She places its head on a woodblock and picks up a rusty hatchet . Just about to strike , she hears a strange RATTLING noise . An old truck comes driving towards the house . Behind the wheel sits her son Neng . She puts down the hatchet , yelling .The young monk jumps out , quickly bowing .Mrs. Pang is still holding the chicken by its throat .The chicken hangs limp in Mrs. Pang 's hand .The hen panics as she puts its head back on the block , raising the hatchet again .The door opens and Mr. Pang appears .At that moment the hatchet drops with a THUD !

We took a trip with the Laem Song ferry once. Your father was throwing up the whole way.

The boys are exploring the huge freight deck . Caesar , the little dog , is traipsing along . Alec , Oleg and Noah marvel at a stylish mixture of luxury and performance cars .Noah points to a 2012 Aston Martin parked further back .The boys share a moment of understanding .Noah reaches for the door of the Bentley . To his surprise , it opens .Noah jumps into the car .Kate and Lilly are still belted in next to Tamara . Jackson and Yuri sit on the other side of the Antonov .Kate looks at Tamara .They laugh .Kate looks over at Jackson who 's trying to make sense of Charlie 's map . Tamara catches her looking .Kate lets out a sigh .On the other side of the plane , Yuri has been watching the two women talk .Yuri puts his hand on Jackson 's shoulder .Yuri offers his hand but Jackson does n't shake it . Sasha 's voice comes over the radio .

Gordon turns to Sasha .Gordon points to the declining altimeter .With that , Sasha commences the landing procedure .

Gordon shakes his head . The two pilots stare ahead watching as the clouds slowly change color , from yellow . to orange . They stare out the window in disbelief .

Gordon comes climbing down the metal ladder whispering to Jackson and Yuri .Jackson and Yuri follow Gordon back into the cockpit . The women exchange a worried glance .

From above we watch as the Antonov flies over an endless ocean of fiery red lava . The Islands of Hawaii have turned into one big volcano .

The damaged landing gear slowly retracts into the vast belly of the Antonov as it veers off to the east .

Adrian knocks quietly and sticks his head around the door . Laura is sitting in her father 's chair .Adrian enters . He has his travel bag in one hand . He looks at Laura and gathers himself .Adrian takes a moment , he 's desperate to make her see .Adrian glances down and spots Jackson 's book poking out of his bag .Adrian pulls out the book from his bag . He shows her .Laura takes this in . The plane 's intercom cuts through the moment .Adrian takes a breath , but before he leaves -Laura looks at him sadly , but with a little hope .Adrian moves for the door . He stops .As Adrian exits , we hold on Laura 's conflicted face .

The cloud from the Yellowstone eruption has hit Washington D.C. hard . Pennsylvania Avenue resembles a war zone . A ten inch layer of ash lies on the ground . The gates of the White House are wide open , with ash - covered rescue workers running about , resembling ghosts .

The President has turned the whole West Wing into a shelter . He walks through the packed rooms assisting where he can . An old African - American LADY holds a crying young girl . President Wilson kneels down to her .The child nods . The President gets up .As he leaves , the old lady looks up at Sally and smiles .

Why do n't you two girls make yourself comfy on that big couch? I'll see what I can do.

No wonder the First Lady fell for him. I knew Miss Dorothy Jones long before the President, when she was still singing jazz down in Atlanta with Harry Helmsley.

The President walks up to the Red Cross tents placed on the front lawn . He stops one of the Red Cross volunteers .Without looking up , the young guy responds .He then recognizes who he 's talking to .The President pats him on the shoulder .A deep , low rumble begins , stopping everybody in place . As it builds , the President grabs onto a tent pole to secure himself . He looks out over Washington D.C. His eyes grow wide . The National Mall bends like rubber . The towering Washington Monument breaks into pieces . An even more deafening sound makes him turn - The Capitol Building rises from behind the trees , lifted up by earth 's incredible force . As the whole building breaks apart , the President is thrown to the ground .

I mean, of course sir. I did n't realize. What can I do for you, Mr. President?

All the officers and scientists are glued to monitors that show satellite images from all over the globe . Adrian and Prof. West stare in disbelief .Laura enters the command center unnoticed .She stands there frozen , emotionless . She looks over to Anheuser , who is shouting orders . Another officer hands him a phone .Anheuser takes the phone and after a beat answers .Adrian and Laura look to each other baffled .

President Makarenko for you sir. He's just entered Chinese air space.

Cho Ming reports the first tremors, however none higher than 5.0.

Pope Benedict XVI holds mass in St. Peter 's Basilica . Millions of followers flood Vatican City . It 's a sea of candles . Amidst the mass of believers we see the Italian Prime Minister Antonioni with his family clinging to him . They all are praying . A low RUMBLE . People look around frightened . In the distance we hear SCREAMING .

A few cardinals huddle together in silent prayer under Michelangelo 's famous fresco . Most prominent above them is ` The Creation of Adam ' . The cardinals look up in horror as the rumbling intensifies . A crack forms on the ceiling , shooting straight through God touching the finger of Adam . Then the whole fresco breaks apart .

The people in St. Peter 's square begin to panic - The entire Vatican is lifted up in the air . We hold on the Prime Minister and his family , as the basilica collapses onto the fleeing masses .

The giant statue of ` Christ the Redeemer ' on Mount Corcovado . Behind it , we see Rio de Janeiro being obliterated by violent quakes . The famous statue of Jesus Christ begins to topple over and crashes down the mountain .

Neng Pang , the young Tibetan monk drives his truck up a bumpy mountain pass . His parents huddle in the back of the pick - up . The steering wheel is vibrating badly in his hands as he slides the clutch and downshifts . As the vehicle slows on the steep incline , the vibrations become much worse . Neng worries that the truck may be breaking down . He pulls up and switches off the engine but to his surprise the steering wheel continues to vibrate . Looking out the windshield , he sees the whole earth shaking violently .Rocks fall all around them .

Jackson sits inside one of the luxury cars and tries the radio . Kate opens the passenger door and gets in .Jackson switches off the radio .Silence . They both look out through the front windshield at Lilly and Noah curled up together .He thinks about this and ca n't help asking .Kate gets out of the car and shuts the door . He watches her go .

The computers buzz with the incoming data .Anheuser looks relieved . Then the big news hits .Adrian looks distressed as he turns to one of the officers .Laura notices Adrian 's concern .She grabs Adrian 's hand . Anheuser sees this and his suspicions about them are confirmed . A cold little smile appears on his face .

Tony is watching TV with a group of passengers . Harry has just entered and stands near the back of the room . A TEENAGE BOY with bad acne searches for an available channel that is still broadcasting . He finds a news program with lousy reception .The signal gets weaker . Harry watches Tony slowly stand up . As he turns to his friend , his knees begin to buckle . His face is pale .Tony only stares back at him . Behind them , the TV rolls to the side , as the whole room begins to tilt . Harry grabs on to the door frame , as the passengers along with Tony fall like dominoes .As the ship rolls to the side , Harry finds himself hanging from the door frame now 20 feet off the ground . He 's barely able to pull himself up and roll onto the middle deck .

On his back , Harry is shocked to see the star field and the moon shifting across the sky . An eerie sound fills the air . A gigantic swell has formed off to his right . It 's a mountain of water . Harry turns to see another gargantuan swell close in from the other side of the ` Freedom of the Seas ' .

The old walled city of Shibam is in ruins . The 2,000 - year - old towers lie on the desert ground . Hundreds of believers have gathered to pray towards Mecca . As they raise their hands to heaven in unison , they slow their motion and the chanting dissipates . They stare into the distance not knowing if what they see is reality or only a mirage . A monstrous tidal wave rises from the desert sands thundering towards them .

President Wilson 's body lays between the rubble . As he slowly regains consciousness , all he can hear is the flapping sound of the collapsed Red Cross tents . As President Wilson gets to his feet , he sees - A tidal wave come sweeping over the remains of the Washington Mall and it carries with it the battleships of the 14th Fleet of the US Navy that were anchored in Chesapeake Bay . The President looks ahead , calm and peaceful .The CAMERA follows the aircraft carrier ` USS John F. Kennedy ' as it slams broadside into the White House .

Hushed voices . Anheuser , Adrian and Prof. West stand amongst a group of officers and analysts .Anheuser turns to Adrian .He nods to one of the analysts , who types in a couple of commands .Everybody stares as the graphic illustrates what happened to planet Earth .Anheuser looks at the monitor , then turns to Adrian .Silence . Adrian clears his throat .An ALARM SIGNAL goes off -

The only signal our satellites are picking up are coming from the vessels in Cho Ming.

A red light blinks on the plane 's instrument panel .Yuri and Jackson are standing behind the pilots .Yuri nods and they make their way back to the lower deck .

Jackson 's family are all asleep in their seats , Lilly in her mom 's lap . She looks like a little angel . Jackson ca n't bear to wake them . He caresses Lilly 's face .Jackson turns to see Noah is awake .This breaks Jackson 's heart . He pulls Noah tightly to his chest .Kate opens her eyes . KATE Is it time ? Jackson nods .On the opposite side of the aircraft , Yuri and Tamara help the twins get into their life vests . Noah is suspicious . NOAH What 's wrong ? Jackson looks at his kids . They both look scared .The Antonov jerks to the side . Two more engines out . Alarm signals flash .

The remaining two engines barely hold the plane in the air as it dives into the clouds .

Jackson and his family huddle together . He puts his arms around Lilly and Noah .In the background , Gordon climbs down from the cockpit . He is about to speak when he hears Jackson 's voice .Jackson glances at Kate .Jackson looks Kate directly in the eyes .Gordon watches as Kate pulls the kids and Jackson tight . For the first time , they seem a little like the family they once were .

First Jackson and then Yuri enter the cockpit . Sasha points out of the window .Behind them Yuri and Jackson stare at the snow covered mountains of the Himalayas .Jackson brims with joy .A JOLT !The plane drops rapidly , nearly scraping the tip of a mountain . Sasha and Gordon are doing all they can to keep the Antonov in the air . A vast glacier spreads out in front of them .The plane plummets , loosing altitude fast .

Sasha is struggling with the gyrating wheel . The glittering snow field comes flying towards them .Sasha pulls the Antonov back up .Gordon yanks with all his might . A loud NOISE .

The cargo door drops open . The Antonov is extremely close to the glacier 's surface . Jackson tries to start the Bentley , but nothing happens . Everyone screams in panic .They all go quiet , except for a few muffled barks from Caesar . Yuri speaks towards the dashboard , slowly and clearly .The motor revs to life . Yuri looks at Jackson .

Sasha barely holds on . He yells at Gordon .Gordon hesitates .Sasha nods at him reassuringly . Gordon bolts out .

The cargo door scrapes against the glacier , hurling ice everywhere . The Bentley roars .Noah turns and sees Gordon .Gordon jumps in . Tamara yells at him in desperation .Yuri notices Tamara 's distress as she keeps looking back to the cockpit . Jackson slams the pedal down trying to gain as much speed as possible to soften their landing .The Bentley shoots out the back of the plane . As it hits the snow , the air bags deploy cushioning the passengers . The Antonov hits the ice and catapults the rest of the luxury cars out of the back cargo hold . They barrel past the Bentley like skittles , narrowly missing it as they fly off in opposite directions . The plane skids across the glacier , clipping its wing and causing the aircraft to break apart . Sasha has no control anymore and watches helplessly as he shoots towards the ledge in the Antonov , plunging into the deep . The plane crashes and explodes .

As the snow settles we see that the glacier is scattered with luxury cars tomb - stoned in the snow . The Bentley is half buried . We hear Caesar barking .The door opens and Jackson climbs out , looking around . Just above the wind , he hears the SOUND OF HELICOPTER BLADES . One by one the others appear behind Jackson and stare at a surreal sight - Several Chinese Mil - 26 choppers airlift animals over the mountain pass . GIRAFFES , ZEBRAS , EVEN ELEPHANTS hang by huge straps from these flying machines . One of the smaller helicopters veers from the transport fleet and lands near the Bentley . Armed soldiers jump out . Their Commander speaks to them in a sharp tone .Jackson nods to them .The others acknowledge the soldiers as well . Hi . Hello .Jackson stands dumbfounded . The Commander repeats .Still no answer . He yells an order . The soldiers point their guns at them .Surprised , Jackson turns to Yuri who 's holding up three green plastic cards .Tamara ca n't believe what she 's hearing .Yuri shrugs . Tamara lunges at him .Yuri brushes her off , coldly . And then speaks so they can all understand him .With that Yuri turns to the others .The twins grab Caesar and climb into the helicopter . The dog barks furiously , wanting to stay with Tamara . The next moment , the helicopter takes off .They 're stranded .

Air Force One is in the background as Laura , Anheuser , and other members of the crew are rushed towards a group of waiting helicopters . Adrian is a little way back in the middle of the pack . A Chinese Officer with a list shouts over the noise .Laura and Anheuser reach the chopper . An authoritative Naval Officer greets them , and raises his voice .Anheuser nods and climbs in the chopper . Captain Michaels helps Laura in . Adrian arrives just as the Chopper door slides shut and it lifts off .

I'm Captain Richard Michaels. I'm the skipper of the American boat sir. After you!

We have n't completed the assessment but it looks like we lost Number 4 when the crust shifted.

We're heading straight for the north face of Mount Everest, Mr. Anheuser.

Ladies and gentlemen, this is Captain Michaels speaking. In a few minutes, I will be giving the orders to unseal the decks.

Please be careful when you step out and of course. enjoy the fresh air.

Laura catches Adrian 's look of unease before they soar away .Laura 's look thanks him for this . He turns to Anheuser .Captain Michaels looks up and points into the distance . CAPTAIN MICHAELS . -LRB- CONT'D. -RRB- There it is !

The CAMERA follows the choppers revealing - Nine gigantic oval gates that measure at least 60 stories , built into the face of a mountain . In front of every gate there is a line of huge ` Y ' shaped metal support structures , which are the launching towers for the ships . They are each at least 800 feet high . It 's an unparalleled feat of engineering .

The lead chopper descends onto a platform in front of one of the gates , dwarfed against this majestic setting . The door slides open and Anheuser jumps out . Laura follows . She looks around in awe . Even the utility entrances that lead into the mountain are immense . The Captain guides them into the hollow mountain . In the BACKGROUND we see an angry Yuri scream and argue with military personnel , waving his tickets .The twins stand nearby , holding Caesar . They look afraid .

I am the supervisor! Now get in line with all the others while we make arrangements.

Can you read? Now get the hell back with the other green cards, or I'll have you detained.

Jackson and his group are small specks in a barren landscape . They have made it down the glacier and are now walking over a scree field . It is hard going . Jackson carries Lilly .Kate holds Noah by the hand . Gordon and Tamara trail behind . She 's still very upset .Tamara nods silently .Suddenly they hear the PUTTERING of an engine .In the distance , an old rusty truck comes bumping down the dirt road . Jackson puts down Lilly and chases after it .

Neng and his parents drive past , billowing a huge cloud of dust just as Jackson reaches the road .But Neng does n't hear him over the rattling truck . Jackson , pissed , kicks at the rocks on the road .Just then , Neng 's mother , sitting in the back of the truck , turns and sees his tantrum . She bangs on the rear window of the cabin . Neng looks in the mirror and hits the brakes . Jackson ca n't believe his luck . The others show up and they all run towards the truck .

Anheuser and Laura follow Captain Michaels and a Chinese Steward over one of the many boarding bridges erected inside the cavernous mountain that lead to one of the monstrous arks . Laura stops halfway , gazing in awe - Deep down below , thousands of workers are swarming over the ship , readying it for launch . Laura looks up and sees the contrast , spotting the SHEIK we met in the Dorchester Hotel as he boards comfortably with his huge family . Laura points down at the workers .The Captain does n't know what to say . Anheuser turns .Laura hates him in that moment .Anheuser and Captain Michaels move away as Laura stands and watches the frantic workers who are now boarding the animals we saw being airlifted over the mountains .Laura has a look of guilt as she follows the steward .

Thousands are on the march up the mountains . Behind them a valley stretches into the horizon . Plumes of smoke rise from destroyed cities in the distance . Amongst the refugees , we discover Satnam , the young astrophysicist , holding his little son . The rest of Satnam 's family trails behind . Distant WARNING SIRENS pierce the silent march , coming from the cities below . People start to scream and run , but Satnam stands there frozen . He fumbles for his satellite phone , then hits a number on its speed dial .

Adrian is unpacking . He lays down his copy of ` Farewell Atlantis ' just as his cell phone rings .Adrian 's face goes pale .Adrian closes his eyes .

Satnam swallows hard . He stares out into the valley .A wall of undulating foam and debris comes rolling towards him . A tidal wave of gigantic height . Everybody panics and scratches for a higher elevation . But for Satnam it is clear , they do not stand a chance . He picks up his little son , squeezing him tightly to his chest , humming an Indian lullaby for the scared child .

Adrian hears SCREAMING on the phone and the deafening sound of the approaching wave . He tenses up , desperate but unable to do anything . As the noise reaches its height , the line goes dead . Adrian is left breathless .

Adrian storms onto the bridge . Many officers and analysts are at work under Captain Michaels .Anheuser and Prof. West step over and join him .They all stare at the monitor showing several tidal waves coming in from the south .A science officer selects a different quadrant on the satellite display . They all stare at the new tidal wave that 's coming from the East of the Cho Ming valley .Anheuser is shocked .As the officer does this , Prof. West looks at Adrian with questioning eyes .Prof. West is horrified .Adrian turns back to the monitor and sees the new tidal wave that is coming towards the Cho Ming valley .Every one on the bridge stares at a display . It reads - 02hrs - 09min - 07sec The science officer nervously hits a few keys and the display changes to - 00hrs - 28min - 10sec . and counting . We see the shock on Anheuser 's face .

Neng 's truck , loaded with Jackson and the others , creeps up to the service entrance of the launch site . A lone figure awaits them . This is Neng 's older brother Lin , who we saw signing up for the ` Chinese Dam Project ' . Lin notices the strangers in the pick - up truck .Neng answers hesitantly .The others watch the interaction but do not understand . Jackson senses a problem . He grabs Lilly and Noah .Gordon and Tamara stare perplexed as Jackson approaches Lin with his kids .Lin answers in broken English .Lin stares at him stone faced . In desperation , Kate turns to Mrs. Pang .Silence . A beat . The old Chinese lady turns to Lin .She looks up at her son , determined .Mr. Pang nods and reluctantly , Lin motions to Jackson to follow . Kate bows to Mrs. Pang .Jackson and the others acknowledge what Kate has done .

We finally reveal the unbelievable magnitude of this ship yard , built into the hollow belly of the mountains . Nine gargantuan vessels are lined up next to each other . Their size is at least four times that of the ` Freedom of the Seas ' . However , they look more like spaceships than anything , having been built aerodynamically to withstand the full force of nature . But only three of these monstrous ARKS are complete . Number 4 is being repaired , all the others are still under construction , surrounded by scaffolding . Suddenly SIRENS goes off ! The boarding bridges to the finished vessels begin to retract . There 's growing confusion among the thousands of workers and security personnel .

Opposite the boarding bridges , on a large platform , Yuri and his boys sit in line with the other waiting passengers . They watch as massive stern gates begin to close . Yuri jumps up and yells to the others .The soldier from earlier points his gun at him .Caesar barks at the guy .The soldier turns to the ships and Yuri knocks him out . He grabs his boys and runs towards the closing gates . All the other passengers surge forward with him . In the distance , on the bow side of the ships , the huge mountain gates of the bay open , revealing a stunning view of Cho Ming Valley .

Lin leads his group over a ridge . In front of their eyes - The gates to the mountain open !They follow Lin rushing down the hill , towards one of the many Y - shaped launch structures towering in front of the gates . Neng and Kate help Mr. and Mrs. Pang down the rocky terrain .

A screeching and thundering noise ! THE THREE COMPLETED VESSELS BEGIN TO INCH FORWARD on metal girders connecting the Y - shaped launch towers .

Laura feels a jolt . She rushes out of her small cabin and into a swarm of people moving down a crammed endless corridor . She struggles to fight her way through . A digital voice blares over the speakers .Laura bumps into one of Adrian 's Science Officers .

The three gigantic vessels emerge from the mountain , into the open . Support helicopters swarm around them like flies .

Lin and his group look like ants as they scale the metal ladders of one of the launch towers .

Verbal commands fly back and forth . Anheuser watches the preparations from a large window . He looks over to the command bridges of the other vessels as they continue to be pulled into place .

We cut to the various Heads of State , all at their command posts .

A hatch opens at the top of the launch tower . Lin is the first to climb out . Right before his eyes , the hull of the American Ship slowly creeps towards him . He 's but a speck against this man - made behemoth . Lin hastily pulls the others up .It 's a race against time . The huge ship 's hull closes in fast . Lin and his family crawl up the side arm while Jackson hurries to pull up the rest of the group . Lilly freezes at the sight of the approaching ship . JACKSON Move Lil ` bee ! Jackson rips her out of harm 's way , just in time . In a frenzy , he pushes her up the support arm where the others are already huddled on a small platform . As the towering wall of steel passes by them , inches from their faces , Mr. Pang loses his balance . Jackson and Lin both see this , but Jackson is closer - He grabs the old man by his arm , saving him from falling to his death . For the first time , Lin acknowledges Jackson with a nod .

The three completed ships are half way out , grinding to their final launching position . A mob of passengers led by Yuri has fought their way to the ship . More and more people join them , including soldiers .

Lin , Jackson and the group are huddled on the platform . The sound of SCREAMING PEOPLE makes them turn . The storming masses have arrived at the access platform . There is now a huge drop off between them and the tails of the ships .Next to Yuri are his twins , holding Caesar . She yells ! TAMARA . -LRB- CONT'D. -RRB- Caesar !

The little dog hears Tamara and jumps out of Oleg 's arms , leaping onto one of the thick cables , that connects the platform with the launching towers . Alec and Oleg attempt to run after Caesar , but Yuri grabs them by their necks .He 's panicked . The arriving masses are pushing them to the drop off at the edge of the platform .

The ship has reached its targeted position . A small hatch lines up directly in front of Lin and his group .One by one they all climb into the hatch . Jackson being the last in , notices that Tamara has stayed back .She does n't move , anxiously waiting for her beloved dog darting towards her .

The mob pushes at Yuri and his boys . Passengers on either side tumble off the platform . Yuri watches one of them fall , hitting his head against a tiny ledge 8 feet below . To his right , he sees a small ladder leading down .As they hurry down the ladder , people keep tumbling into the deep . Reaching the ledge , Oleg discovers Caesar running towards Tamara .Yuri can not believe his eyes .

The hatch behind Tamara begins to move . The hydraulic supports are being lifted , sealing up the vessel .Jackson reaches out from the closing hatch .Tamara climbs inside the hatch and turns .Caesar leaps into her arms only seconds before the hatch seals . As a last gesture , Tamara sticks out her arm and gives Yuri the finger .

Lin leads the group into a long and narrow chamber where the hydraulics for the tail gate are located . He opens a tool cabinet , retrieving a giant electrical power drill , almost too big to be carried by one person . Lin climbs to a hatch near the ceiling and begins to unscrew the huge bolts . He looks at Jackson .

Laura and the Science Officer enter the Technical Command Center . She finds Adrian staring at a wall of monitors showing the horrifying scenario on the platforms . People are falling to their deaths in large numbers in their desperation to board the ship .Outside , panicking workers , screaming for their life ! Deserted passengers waving their green cards ! Adrian makes a decision and rushes out .

Anheuser turns hearing Adrian storming onto the bridge .With that , Adrian turns to the Communication Officer .The officer hesitates as Laura enters in the background .Bobby flicks a switch . Adrian 's voice echoes through all the ships .

The German Chancellor turns to one of the technicians on the bridge of the European Ship .Next to her stand the British and French Prime Ministers .

Anheuser looks on stoney faced .Laura watches him proudly .Anheuser cuts in with sarcasm .The Communications Officer looks at Adrian .

The Russian President , together with the heads of state from China and Japan , listen in as Adrian responds .

Anheuser has had enough .He 's almost screaming now .Silence . Adrian 's battle seems lost . But he does n't give up , and instead speaks softly now .All eyes are glued to Adrian .Adrian stares Anheuser in the eyes as he continues .Silence . Laura steps up alongside Adrian .Adrian and Laura share a look .

Laura and Adrian watch Anheuser shaking his head in defeat . Bobby , the Communications Officer smiles with relief . Adrian turns to the Captain .

One by one the gigantic gates at the stern of the three ships begin to creek open . The masses gathered on the platform CHEER wildly !

Lilly crawls through the CONNECTING TUNNEL meeting up with Kate in a large bay on the other side .Together with Neng and his parents , they all look up in DISBELIEF - A Giraffe , chewing her cud , smiles down at them . Caesar barks at her .A second later , hundreds of different ANIMALS RESPOND . They are in the zoological bay .

Gordon helps Noah up the small ladder leading to the connecting tunnel . Just as he goes to hand him Jackson 's backpack , the HYDRAULIC MOTORS begin to GROWL ! Lin looks up in panic . He screams .The whole ceiling begins to lower towards them . From down below , Jackson sees his son about to be hit by it .Gordon makes a split second decision . With all his strength , he shoves the boy into the tunnel .

From the other side of the tunnel , Kate watches as the metal ceiling misses Noah by a hair , but catches Gordon , wiping him off the ladder .

Jackson watches helplessly as Gordon falls past him . He survives his landing and desperately tries to grab on to the sloping surface , but he ca n't . He slips . Gordon is crushed between the gears , sharing his last look with Jackson before he dies .

Kate helps a trembling Noah out of the tunnel .Kate pulls him close and shuts her eyes tightly . She fights back the tears .

Jackson and Lin know they 're running out of time , their remaining space is shrinking every second .Lin grabs the huge electrical power drill nearby and attempts to jam it between the hydraulic arm and the wall . As it digs deeper into the metal , the hydraulic starts to slow down .

Still on the ledge , Yuri and the boys watch as the huge boarding gate lowers towards them . They are trapped . Just then , the gates begin to slow , but surely they will be crushed .

Back in the chamber , Lin still struggles with the drill . Suddenly he slips . Jackson manages to catch his fall . But in the process Lin 's foot gets caught between the gears , mangling it . He screams in pain as the hydraulic slowly grinds towards a halt .In great pain , Lin grins back at him .

The gates of the ships hit the access platform with a thundering noise . People begin to rush on board .

Alarm signals go off . The Captain turns to one of his officers .The countdown on the monitor reads 2 min . 40 sec . Laura and Adrian share a worried look . We hear a HOLLOW BELL ring !

Lama Yak La rings the large bronze bell of his monastery . The booming sound echoes through the Cho Ming valley . As a gentle wind catches the Lama 's clothes , he looks up - A tidal wave of immeasurable proportion crests the mountains . The Lama continues to strike the bell as the monastery is wiped clean from the earth .

The technicians desperately try to figure out what 's wrong . An officer waves Adrian over .The video camera moves in on Kate , Noah and Lilly . Adrian ca n't believe his eyes . He turns to Laura .Captain Michaels shouts across the room .Anheuser looks nervously at the countdown . It reads 1:34

The rear of the ship will start sealing itself up one compartment at a time.

Above Yuri and the boys , people are leaping from the access platform onto the stern gate of the American ship . Yuri looks for a hole in the flow of people before seizing his chance and lifting the first of his boys up .Oleg manages to reach up and hold onto the gate . Inside the ship , officers yell .The gates suddenly screech back into life and begin to close . Yuri doubles his efforts lifting Alec higher , but Alec can not quite reach . Yuri strains with all his effort before deciding .Yuri leaps forward holding Alec out in his arms . Oleg manages to grab his brother 's hands as Yuri lets go and falls into the deep crevasse below . He makes no noise until he hits the rocks beneath . Oleg pulls his brother from above .

A SIREN blasts . Both of Yuri 's sons are now on deck . A loading officer pulls them back , away from the gate .The loading officer attempts to comfort them .The Officer and the boys look back as the stern gate slowly closes . But with a SCREECHING sound it grinds to a halt . The gate is jammed open leaving a twenty foot gap .

ALARMS sound . Anheuser and the Captain stare at the monitors .They race over . Adrian points to a monitor .On the monitor , they see Sarah and the others desperately waiting for Jackson and Lin .Bobby , the Surveillance Officer , selects a different camera and we now see inside the tunnel in which Jackson is pulling along a wounded Lin .Adrian tries to ignore this .Anheuser sneers him , shooting a look to Laura .Without thinking , Adrian turns and punches Anheuser hard in the face . He drops to the floor , out cold . Everyone stands in stunned silence . Laura smiles . Adrian looks around .They speed off . The countdown reads 0 min . 53 sec .

Further down in the valley , the tidal wave has reached the Cho Ming airfield , blasting away the planes with overwhelming force .

The massive propellers of the ships begin to turn . However , the props of the American ship do n't move . In the background , the huge tidal wave comes thundering towards them .

An IMPACT WARNING sounds as Adrian and Laura race through the crammed hallways with members of the rescue crew . One of the officers explains .

If we ca n't close the stern gate, then the engines wo n't start.

Kate , Noah and Lilly watch as Jackson nears the end of the tunnel with Lin . Neng comforts his brother who 's about to pass out .

THE WAVE FINALLY HITS ! All three vessels are now engulfed in churning water . They rock back and forth . Only the huge support towers they 're resting on , keep them anchored .

A new ALARM sounds as water begins to shoot through the open stern gate of the American ship . The people on the loading bay panic , among them we see Alec and Oleg .

The same ALARM rings out in the hallways of the ship . Laura , Adrian and their party are all braced against the corridor , as the vessel undulates back and forth .Laura looks unsure .Adrian looks at him .Despite the violent movement of the ship , Adrian pushes on down the corridor towards the back of the boat . They follow .

Water is also now rushing into the Zoological Bay and only the giraffe can manage to keep her head dry . Jackson is not yet out of the tunnel with an unconscious Lin . Kate shouts across to Tamara .Kate reaches in to help Jackson as Tamara begins to move with Lilly . Noah remains back with his mother . Jackson finally makes it through with Lin . Kate is almost tearful with relief to see him .Suddenly the Zoological bay begins to seal itself off . Lilly , already in the next compartment with Tamara and her dog , screams out as a chamber door quickly slides up , from the floor to the ceiling . It separates Lilly from her family .Jackson and Kate turn but it 's too late . They only catch a glimpse of Lilly before they are sealed in . The water level continues to rise .

Panicked , Tamara turns and looks around . Down the corridor , in the distance , she sees Adrian , Laura and the rescue crew approaching . But between them she spots the next chamber door rising quickly .Lilly starts moving as Tamara turns and picks up Caesar . Moving quickly , Lilly is able to climb up and over the fast rising door . But as she dangles from the other side , she looks down and is too scared to jump .Lilly looks up and sees two hands straining to hold Caesar above the quickly narrowing gap . In a courageous move , Lilly grabs the little dog before he gets crushed and together they fall to the ground . Back on the other side of the chamber door , Tamara looks around . She is trapped now as the water continues to rush in .

Laura picks Lilly up and comforts her . Adrian realizes they are too late . He turns to the rescue crew .Lilly is close to tears .

The water continues to flood in as Jackson helps Neng with his unconscious brother .Suddenly , a VIOLENT SHAKE throws them all off balance , pitching them into the water .

In the debris - filled , murky waters we see that the fuselage of Air Force One has slammed against the first of the ship 's launch towers . Slowly it begins to bend , finally giving way . The other launch towers follow like dominos . The ship is ripped from its anchorage and sent drifting sideways , rudderless .

Alec and Oleg scream , desperately trying to hold on as the whole ship capsizes .

The giant ship drifts upside down and rudderless - smashed around by the debris and raging waters . But then , as it hits another ridge , it rolls right side up and seems to steady itself . However , the strong currents continue to force it through the mountain ranges of the Himalayas .

The officers try to regain some control .The Captain 's face drops .

The water rises fast as Kate sees the severity of Lin 's wound for the first time .A split second later Noah holds out his belt .Suddenly Jackson hears a voice over a speaker .Kate screams with relief .

Adrian is using an emergency wall intercom , with Laura next to him , holding Lilly .Caesar barks .

Tamara hears Caesar over the speaker in her compartment and smiles with relief . She is struggling to stay afloat though , and is running out of air .

Jackson looks at Kate .The water is up to their chest now . Jackson takes a breath and disappears underwater .

Back on the bridge , Anheuser regains consciousness and gets to his feet . His nose is bleeding . He looks around him .The Captain looks at him annoyed .Anheuser looks at him dumbfounded as he stumbles to the window and sees the massive rock face of Mount Everest in the distance .

Jackson swims down into the dark chamber and reaches the jammed power tool , pulling at it . But it does n't budge .

The water level in Tamara 's compartment is at its height now and she goes under . She struggles below the surface for a moment , looking around desperately for a way out but there is none . Tamara drowns .

Jackson manages to find an air pocket . He fills up his lungs with air and thinks hard . As he strips off his jacket , he seems to have a plan . He dives under again .

Lin is being held up in the water by his brother and parents . Kate has wrapped the belt around his lower leg and now pulls it tight . Lin screams . Noah uses this as the moment to dive underwater , unnoticed , to go and help his father .

Back under water , Jackson is using the extension cord of the power drill to pull himself down to the tool cabinet . Jackson opens it , retrieving a giant crowbar . He begins to use it to dislodge the tool but it 's hard work .

Anheuser and everybody on the bridge stares as the north face of Mount Everest is almost upon them .

Kate and the Pangs are desperately close to running out of air now , but despite this , Kate still tends to Lin . After a moment she turns and is first confused then horrified to see that Noah is nowhere to be found .

Jackson pulls with all his might , but he ca n't quite shift the drill . To his surprise , a pair of young hands join his on the handle of the crowbar . Noah is alongside him now , helping . Working as father and son , they manage , little by little , to loosen it before finally the drill comes free . Adrian gives Noah the thumbs up and the boy heads back to the surface . Jackson goes to follow but in the last moment he spots the knapsack containing his laptop . He dives back down for it .

Noah emerges from the water .Kate pulls him to her , relieved he is safe . Noah smiles and calls out towards the nearly submerged speaker .

Lilly and Laura wait nervously . They hear a muffled voice .Adrian leaps up when he hears this . He flicks a button on the intercom .

Jackson reaches his knapsack , but when sees Noah 's cell phone lying next to it , he makes a decision and reaches for that instead . He hears the muffled sound of the engines and smiles . But as he turns to swim back , his face freezes - He 's looking into the lifeless eyes of Gordon , who floats inches from his face .

The gigantic propellers fight against the current , hitting rock at the base of the mountain .

The battle seems hopeless . Captain Michaels yells at the top of his lungs .The vessel scrapes against the rocks , throwing Anheuser to the floor .

Everyone on the bridge watches in awe as Mount Everest , earth 's highest peak , drifts slowly past . After a long beat , they begin to holler and cheer .

Kate hears the CHEERING coming from the speakers . The water level stops rising but she still looks around in panic .Noah begins to cry .Finally ! Jackson bursts out of the water and takes a lungfull of wonderful air . Kate and Noah are overjoyed . The Pangs smile to one another . Jackson looks Kate squarely in the eyes .Kate embraces him tightly .Noah is all smiles . FADE TO BLACKWe hear a voice .FADE UP The CAMERA moves over the last lines of Jackson 's novel .

Adrian sits in his cabin , his copy of ` Farewell Atlantis ' in his lap .Opposite him , Laura sits listening to him read .Adrian closes the book . There 's a moment of silence .Laura looks at him grinning .The intimate moment is cut short .

Jackson and his family stand amongst thousands of other people who are gathering in anticipation .Jackson kneels down and zips up Lilly 's jacket . She is holding Caesar , whose still wearing his diamond collar .Jackson squeezes Lilly 's shoulder .Lilly turns to see Yuri 's boys standing next to her .The boys both smile at her .

Adrian and Laura enter the bridge .The Captain directs him to a monitor .The Captain grins at Prof. West .A monitor reveals an image of the African continent , however its shape changed dramatically . The image of the southern tip is enlarged .Captain Michaels hands Adrian a short wave radio .Adrian curious , grabs the mic .We hear a muffled , raspy voice through the speakers .

Harry looks over at Tony who 's listening , smiling .Harry hangs up . He picks up Tony , embracing him wildly .

Adrian , still excited from speaking with his dad , grabs Laura and kisses her on the lips . She squeals .Adrian looks at Anheuser , unsure of what he might say .Adrian and Laura exchange a look .Adrian nods and with a smile to Laura turns to leave .Adrian turns back .Anheuser puts out his hand . Adrian takes it .

Neng pushes his brother Lin in a wheelchair onto the deck next to his parents . Mrs. Pang turns to her husband .The old Chinese man forces a little smile . Closer to the front of this crowd Jackson approaches Noah .He takes Noah 's cell phone from his pocket and hands it to him .Jackson is touched to hear him use that word . He smiles and hugs him . Adrian , Laura and Anheuser arrive alongside them .Jackson looks at her , smiling playfully .Adrian smiles .Suddenly a horn sounds and the sealed deck doors let off a burst of pressurised air . A murmur goes through the crowd . Everyone is silent as the huge deck doors slowly begin to roll back and light streams in . The Pang family try to see over people 's heads , even Anheuser looks hopeful . Jackson pulls his family close as the first rays of daylight hit their faces .

Hatches unseal all around the ship . Sun streams through the clouds . Everywhere people emerge outside , into the light of day . A majestic moment .

They all stare in awe at the waters receding against the ice - covered mountain peaks . Caesar lets out a YELP of joy . Almost as soon as the doors have opened , the ship 's HELICOPTERS take off , flying towards a stunning site - The ` Freedom of the Seas ' is perched on a mountain peak , surrounded by calm waters . Behind it , they see the most beautiful rainbow . This is the new world . And again we hear Mozart 's Adagio .

It is dark ; we do n't see clearly . a man and woman make love on a brass bed . There are mirrors on the walls and ceiling . On a side table , atop a small mirror , lines of cocaine . A tape deck PLAYS the Stones `` Sympathy for the Devil . '' Atop him . she straddles his chest . her breasts in his face . He cups her breasts . She leans down , kisses him . JOHNNY BOZ is in his late 40 's , slim , good - looking . We do n't see the woman 's face . She has long blonde hair . The CAMERA STAYS BEHIND and to the side of them . She leans close over his face , her tongue in his mouth . she kisses him . she moves her hands up , holds both of his arms above his head . She moves higher atop him . she reaches to the side of the bed . a white silk scarf is in her hand . her hips above his face now , moving . slightly , oh - so slightly . his face strains towards her . The scarf in her hand . she ties his hands with it . gently . to the brass bed . his eyes are closed . tighter . lowering hips into his face . lower . over his chest . his navel . The SONG plays . He is inside her . his head arches back . his throat white . She arches her back . her hips grind . her breasts are high . Her back arches back . back . her head tilts back . she extends her arms . the right arm comes down suddenly . the steel flashes . his throat is white . He bucks , writhes , bucks , convulses . It flashes up . it flashes down . and up . and down . and up . and .

Winter in San Francisco cold , foggy . Cop cars everywhere . The lights play through the thick fog . Two Homicide detectives get out of the car , walk into the house . NICK CURRAN is 42 . Trim , good - looking , a nice suit ; a face urban , edged , shadowed . GUS MORAN is 64 . Crew - cut , silver beard , a suit rumpled and shiny , a hat out of the 50 ` sa face worn and ruined the face of a backwoods philosopher .

There 's money here - deco , clean , hip - That looks like a Picasso on the wall . They check it out .Past the uniformed guys . nods . waves . past the forensic men . past the coroner 's investigators . they get to the bedroom .

Mid - sixties. Five or six hits. He's got a club down in the Fillmore now.

Most times I ca n't tell shit from shinola, Doc. What was all that you just said?

We've got a top - of - the - line, once - in - a - lifetime loony - tune either way you cut it - that's what you're saying, right, Doc?

Not unless she got up in the ring and turned into one mean sonofabitch.

Ai n't you go nothin' better to do than to come in here and jack off the damn machine?

One dead psychology professor. Noah Goldstein. Dr. Noah Goldstein. And guess what? He was her counselor.

Hell yes! Could n't get it outta my head for years. Still ca n't. Nice little kids - nice husband, was n't porkin' around - no financial problems. One day - outta the clear blue sky - she does'em. All of'em. Used a knife. He got for a wedding present. Did n't even deny it. Sweet as honey. Said she did n't know why she done it.

No, sir. You wo n't. There's smoke off yonder on the horizon. They're gon na want your badge.

Forgive me for askin', son, and I do n't mean to belabor the obvious, but why is it that you've got your head so far up your own ass?

You. fucked her! Goddamn dumb sonofabitch. You fucked her! Goddamn, you are one dumb sonofabitch -

What in the hell for? You think I'm gettin' any at my age? I do n't like blue - haired women. I do n't like'em.

You wan na die, son? What is it - those goddamn tourists - you still feel so bad about that you're wigglin' your way into an icepi -.

We got too many goddamn tourists comin' here anyway - plenty more goddamn tourists where they goddamn came from.

That's her pussy talkin' - He gets a real nasty look from a very fat woman eating a cheeseburger. He winks at her. The woman looks away from him, shaking her head.

I.A. done did a track on Lt. Martin D for Dickhead Nilsen. They found a safety deposit box with fifty - thousand dollars in it, taken out three months ago, used that one time.

Maybe it was n't her that paid him. Maybe the money was for somethin' else. How the fuck do I know? I'm just an old city cowboy tryin' not to fall outta his saddle.

In that little pissant car of yours? Hell, no. I ai n't gettin' no back pain disability retirement - I'm gettin' me a full pension and a real gold - plate Seiko watch.

You think I'd let you drive my Cadillac car? I ai n't lettin' no hear - up - his - ass person drive my Cadillac car.

You know that stuff they say about how you can judge people by their friends?

Ai n't that hard, son. This young farmgirl, she got tired of all that attention goin' to her little brothers - she fixed'em. Just like ` ole Hazel Dobkins fixed her whole family - except young Roxy here, she did n't use a wedding present. She used Daddy's razor.

It sure makes you wonder what they talked about when they set themselves down in front of the campfire at night. You ever met any of her friends who has n't killed somebody.

Which one you talkin' about now, son? We know ole Hazel did it ; we know young Roxy did it - and the other one Well, hell, she's got that magna come lawdy pussy on her that done fried up your brain.

So Nilsen had a report on her - so what. You do n't know what the hell was in it?

She'd have to be nuttier than a twenty - pound Christmas fruitcake. She's not the one who hangs out with multiple murderers - your girlfriend is.

Goddamn writers - all they do is use up trees and ruin people's eyes.

There's got ta be somebody at Berkeley who knows what the hell happened.

You got goddamn tweety - birds flutterin' around your head, that's what you got. You think you're gon na fuck like minks, raise rugrats, and live happily ever after? Oh, man.

Catherine Tramell's roommate her freshman year. I got a call from her. I've been calling people who were in her dorm all day. She must've heard I was trying to talk to her. She says she knows all about Catherine and Lisa Henderson. She's over in Oakland. You wan na come with me?

Johnny Boz's psychiatrist has an office on Van Ness. Guess who he shares office space with? Dr. Elizabeth Gardner.

It looks like some civic - minded, very respectable cocaine to me, Gus.

Talcott does n't usually show up at the office'till after his 18 holes. What are they nervous about?

I'm Detective Curran, this is Detective Moran. We're with the San Francisco Police Department.

I'm fine. Come on, Beth! You know I'm fine! How the hell long do I have to keep doing this?

My sex life is pretty shitty actually since I stopped seeing you - maybe I should think about my Electrolux again.

No! I'm working my tail off. I'm off the sauce, I'm not even smoking anymore.

It's fucked - now will you please tell I.A. that I'm just you average healthy totally fucked - up cop and let me get out of here?

I love it. She's got a hundred million bucks. She fucks fighters and rock and roll stars. And she's got a degree in screwing with peoples' heads.

Page 67, pop. Do you know how she does the boyfriend? With an icepick, in bed, his hands tied with a white silk scarf.

What if it's not the writer? What if it's someone who read the book?

I do n't think she's going to hide behind anybody. I do n't think she's going to hide at all.

Ms. Tramell, we'd like you to come downtown and answer some questions for us.

How did you feel when I told you Johnny Boz had died - that day at the beach.

She does n't know me. I never saw her before Gus and I talked to her.

Come on, Phil. You're not gon na let this slide. What about her parents? What about what else she's published? At least we should get the stuff to see if we find anything else that's an amazing real - life coincidence.

I'm off - duty, Nilsen. You hear me? I'm off - duty discussing a case. Internal Affairs should n't have any trouble with that. Maybe I should put in for overtime.

Yeah? Well why do n't you find some friendly therapist and work some of that hostility out.

But take my advice. Put a little more life into it than you usually do.

Come on - I'm going to storm into his office in front of everybody in the afternoon and then that night I'm going to kill him? I'd have to be really dumb to do that.

I do n't know about that I do n't have any money I do n't have any attorneys Gus is my only real friend.

Are you kidding? You think this is my idea of morning - after conversation?

You mean getting inside you is n't going to get me any deeper into your character.

I'm not gon na get AIDS, pop - do n't worry about it. I always use a rubber.

Gus and I talked to her at Tramell's house. All we did was write her name down.

Number one I do n't remember how often I used to jack off, but it was a lot. Number two I did n't get pissed off at my dad - even after I was old enough to know what he and mom were doing in the bedroom. Number three I do n't look in the toilet before I flush it. Number four I do n't wet the bed and have n't for some time. Number five You can go fuck yourselves because I'm out of here.

That means you manipulate people too, does n't it, Beth? You're a practicing psychologist - that means you're better at it than she is.

What about the other night. What about last night? Was that to get to know your character?

You like to hang out with murderers or what? Did you know Roxy -

She told me it was you. You wore the same kind of clothes. You dyed your hair blonde.

She did n't hand you to me. She does n't even know who you are. She told me about Lisa Henderson.

She told me it was backwards - she said you even styled your hair the way she did.

Do n't you get it, Gus? If Beth killed Johnny Boz to frame Catherine - she would n't want anyone to know what happened at Berkeley. It gives her the motive to kill Nilsen.

They fuck like minks, raise rugrats, and live happily ever after.

We fuck like minks. We raise rugrats. We live happily ever after.

We fuck like minks. We forget the rugrats. We live happily ever after.

They walk in , stare - it 's messy . It 's like a convention in here . LT. PHIL WALKER , in his 50 's , silver - haired , the Homicide guys ; JIM HARRIGAN , late 40 's , puffy , affable ; SAM ANDREWS , 30 's , black . A CORONER 'S MAN is working the bed .They nod .We see the white powder laid out in lines on the small mirror on the side table .Nick and Talcott look at each other a beat , then -Lt. Walker looks at the notepad in his hand .Nick writes it down . He and Gus turn , leave . Captain Talcott watches them . He looks disturbed .

The skin blanches when I press it - this kind of color is about right for six or eight hours.

Nobody say anything. The maid came in an hour ago and found him. She's not a live - in.

He left the club with his girlfriend about midnight. That's the last time anybody saw him.

Ice pick. Left on the coffee table in the living room. Thin steel handle. Forensics took it downtown.

There's come all over the sheets - he got off before he got offed.

This is sensitive. Mr. Boz was a major contributor to the mayor's campaign. He was Chairman of the Board of the Palace of Fine Arts -

Listen to me, Curran. I'm going to get a lot of heat on this. I do n't want any. mistakes.

Catherine Tramell. Age 30. No priors, no convictions. Double major, magnum cum laude, Berkeley, 1980. Literature and Psychology. Daughter, sole survivor - Marvin and Elaine Tramell, killed in a boating accident, 1978, Catherine Tramell sole heir. Estimated assets $ 110 million.

Bobby Vasquez, former middleweight contender, killed in the ring Atlantic City, 1984.

You forgot her degree in literature. She's a writer. She published a novel last year under a pen name. Do you want to know what it's about?

It's about a retired rock and roll star who is murdered by his girlfriend.

She was the last person seen with the guy - I'll take the responsibility.

You did n't feel anything for him. You just had sex with him for your book.

Yes. Thanks for coming in, Ms. Tramell. I'm sorry to inconvenience you.

What is all this `` Nick'' stuff - Nick would you like a cigarette. Nick can you give me a ride.

What now what? Now nothing. She passed the polygraph. That's it.

How the fuck do you know? What is it with you and this broad anyway?

Her parents died in an accident. I do n't care what else she's written. What are you - a book critic?

How you're saying she killed her parents? Did she kill Bobby Vasquez, too?

Maybe she did, Gus. Maybe she grew herself an Afro and learned a left hook and put shoe polish on her face. Let's polygraph her again and ask her about it.

Sometimes I think he started banging her just to get himself off the hook with Internal Affairs.

Gus - go over to Berkeley. Harrigan - find out what else she's published. Andrews - get the files on her parents' accident. Carbon Beth on everything. I want some psychological input on this Andrews and Harrigan go ; Nick is left there with Gus.

Like writing a book about killing a guy gets you off the hook for killing him.

I.A.'s going to talk to you more about Nilsen. They're handling the investigation, we're not. Stay in touch with Dr. Gardner, it'll help on the evaluation.

First you've got her buying your file. Now you've got her killing Nilsen. Forget her, willya? Go someplace. Sit in the sun. Get away from this goddamn fog. Get her out of your system.

She's screwing with your head, Nick. Pretty soon you're gon na look in the mirror and think you're seeing her.

You're driving around North Beach for no particular reason and this car wo n't get out of the way -

Do n't fuck with me, Nick. I do n't need a reason to put your ass in a sling.

You just ca n't tell about people, can you. Even the ones you think you know inside - out.

Sixteen stab wounds to the chest and neck. No usable prints, no forcible entry, nothing missing. No prints on the ice pick, either - it's available at any Safeway. The scarf is Hermes, expensive - they sell about 20,000 a year worldwide.

We checked the tape machines at Dr. Gardner's apartment and at her office - both here and the one on Van Ness. No message from Gus on any of'em. The one at her apartment was broken.

Johnny Boz's psychiatrist says he thinks he remembers Dr. Gardner and Boz meeting at a Christmas party at his house a year ago.

As they head out -He stops , turns , sees Walker behind them . Walker comes up to them .

It is more a mansion than a house . They ring the bell . An Hispanic MAID answers . They flash their badges .We 'd like to speak to Ms. Catherine Tramell .She leads them into a lavish , beautifully done living room that offers a sweeping view of the Bay .They look around , impressed . There is a Picasso on the wall here , too .Nick smiles - and at that moment a beautiful BLONDE walks into the room . She looks like she has been asleep . She is in her early 20 's . She wears a very sheer robe .She looks at them a beat .They start to head out .A beat , they look at her , and go .

Fourteen. We seal juvenile records until they're deceased. That's why you did n't find it in your computer.

She said she did n't know herself, just sort of did it on impulse.

Foggy . Cold . It is an expensive spit of land on the ocean . Multi - million dollar `` beach houses '' with gardens and swimming pools . There are two Ferraris in the driveway - one black , one white . They get out of the car in front of the house . They see a woman in back of the house , sitting on a deck chair , staring at the sea , a blanket around her . As they get to her -She takes a long look a Nick , then looks away . CATHERINE TRAMELL is 30 years old . She has long blonde hair and a refined , classically beautiful face . She is not knockout gorgeous like Roxy ; there is a smoky kind of sensuousness about her .She does n't look at them . She looks at the water .Nick glances at Gus .She closes her eyes a beat and then , still staring out , we see a thin smile . They see it , too , and glance at each other .They glance at each other again .Catherine looks at him - that thin smile again .She looks away .They look at her a beat .Catherine looks at him .They stare at her . She looks out at the water .She does n't even look at them .A long beat as they look at her .

No. We had a drink at the club. We left together. I came here. He went home.

Can I change into something more appropriate? It'll just take a minute.

You make it up, but it has to be believable. They call it suspension of disbelief.

I had sex with him for about a year and a half. I liked having sex with him.

He was n't afraid of experimenting. I like men like that. I like men who give me pleasure. He gave me a lot of pleasure.

No. Johnny liked to use his hands too much. I like hands and fingers.

I'd have to be pretty stupid to write a book about a killing and then kill him the way I described in my book. I'd be announcing myself as the killer. I'm not stupid.

I've got a degree in psych. It goes with the turf. Games are fun.

You still get the pleasure. Did n't you ever fuck anybody else while you were married, Nick?

I wanted to write a book about the murder of a retired rock star. I went down to his club and picked him up. Then I had sex with him.

I'm a writer, I use people for what I write. You write what you know. Let the world beware.

If I were guilty, and if I wanted to beat that machine, it would n't be tiring. It would n't be tiring at all.

Because I'm a professional liar. I spend most of my waking hours dwelling on my lies.

You took a polygraph after you shot those two people, did n't you?

I'm using you for my detective. In my book. You do n't mind, do you?

That's probably where I got the idea for the icepick. For my book. Funny how the subconscious works.

You know all about homicidal impulse, do n't you, shooter? Not in theory - in practice.

What happened, Nick? Did you get sucked into it? Did you like it too much?

Tell me about the coke, Nick. The day you shot those two tourists - how much coke did you do?

Yes, you did. They never tested you, did they? But Internal Affairs knew.

Your wife knew, did n't she? She knew what was going on. Nicky got too close to the flame. Nicky liked it.

I heard about what happened. What good's a shooter without his gun?

I have attorneys. They have friends. I have friends. Money buys you a lot of attorneys and friends.

You should put some warmth into it. You do n't want it to reflect on your personality.

Can I have a cigarette, please? I told you you'd start smoking again.

Bitch mostly, but he meant it affectionately. You do n't have any coke, do you? I love coke and Jack Daniel's.

A boy kills his parents. They have a plane. He makes it look like an accident.

You're not going to stop following me around now just because you're on leave - are you?

You can get into trouble, though. You're not really a cop anymore.

I'm leaving the house around midnight. In case you're going to follow me.

Do you want personal insights and adolescent secrets? I do n't do those.

I should have known. I came into the house when you were down on the beach. She looked at me so strangely. She left right after you.

I should n't have let her watch us. She wanted to watch me all the time. She tried to kill you, did n't she?

I do n't have luck with women. There was this girl I met while I was in college. I slept with her once. She started following me around, taking my picture. She dyed her hair, copied my clothes. Lisa something. Oberman. It was awful.

I'd read about your shootings in the papers. I decided to write a book about a detective. I wanted to know my character.

I would've paid more. I wanted to know everything about you. Then you came down here after Johnny got killed. it gave me a chance to get to know my character better.

Hazel, this is Nick. I told you all about him. This is Hazel Dobkins.

Look. Sometimes when I do my research, I get involved with people. It happened with you, too.

I've go to go. I promised to get her home by six o'clock. She just loves `` America's Most Wanted.''

And you believed her? I even went down to the campus police and made out a report about her.

The games are over. You were right. It was the fuck of the century, Shooter.

I ca n't allow myself to care about you - I ca n't allow myself to care - I ca n't - I ca n't -

I do n't want to do this - please - I do n't want to do this - I lose everybody - I do n't want to lose you - I do n't want to -

The door says Dr. Elizabeth Gardner , Counseling . Nick opens the door , peeks in . The receptionist is not there . A clock says 3 .

He walks in - sees the inner door open , walks in .DR. ELIZABETH GARDNER , the police psychologist , is a very good - looking , dark - haired woman . She is 30 .He sits down .She watches him closely .That embarrassed her ; she looks away from him .She shrugs . A beat .She smiles .And he starts heading out .He does n't even turn , pretends he did n't hear .

As long as Internal Affairs wants you to, I suppose. Sit down, Nick.

I know it is - but sit down anyway so we can get it over with, okay?

I've asked Dr. Lamott to consult with us. This is n't really my turf. Dr. Lamott teaches the psycho - pathology of psychopathic behavior at Stanford and is also a member of the Justice Department's Psychological Profile team. Dr. Lamott?

She's going to say Do you think I'd be dumb enough to kill anyone in the exact way I've described in my book? I would n't do that because I'd know I'd be a suspect.

It's a confidential psychiatric record, it'd be illegal - She backs into a wall. She looks very scared. He comes very close to her - puts an arm behind her to the wall.

He was going to recommend your discharge a behavioral disability. I made a deal with him. He could review the session notes himself. It was the only way I could keep you on the force.

I saw Detective Curran at his apartment around ten o'clock. He was sober and lucid. I asked him in my capacity as his departmental therapist about his altercation with Lt. Nilsen. He expressed regret and displayed no hostility.

About fifteen minutes. I saw there was no reason for my concern and left.

It's the least I could do. considering I got you into this mess with those reports.

I hardly knew her. She gave me the creeps, though. I do n't know why.

Hello, Nick. This is Dr. Myron and R. McElwaine. They've been asked to consult with me on this evaluation.

What is your problem? I'm trying to help you. Why wo n't you let me help you?

My interest is in you, not in her. She seduces people, she manipulates -

I was just a kid. I was experimenting. It was just that one time.

She developed a. fixation. on me. She styled her hair like mine. She wore the same kind of clothes I did. It scared me.

I did dye my hair. It did n't have anything to do with her. I was a redhead for a while, too.

What do I say - Hey, listen, guys, I'm not gay, but I did fuck your suspect.

She's really sick you know. Do n't you know what she's doing? She knows I went to Berkeley. She knows I knew Noah. She makes up that story about me. She's handing you somebody who's obsessed with he her.

She knew you'd find out who Lisa Henderson is. You're a good cop - what did she do? Tell you casually and make it seem irrelevant?

He was on staff at the clinic. I was down in Salinas. It did n't. last long.

Nick - Do you really think I. that I could kill someone. I never even met Johnny Boz. What about Nilsen? What possible motive would I have to kill him?

He walks in . Gus Moran gets up from his desk as soon as he sees him .They start heading for Lt. Walker 's office .

He and Gus sit there with Lt. Walker , Harrigan , Andrews and Captain Talcott .Talcott gives him a look .It hangs there .They just stare at him .It hangs there a long beat .

The powder was cocaine, high - quality, high - content. He inhaled it ; there were minute quantities on his lips and penis. Mr. Boz leaves five million dollars, no insurance, no direct survivors. He liked his coke, he liked his girls, and he liked rock and roll.

We got a call from Berkeley P.D.. There was a killing. A professor. Icepick. In his bed. Multiple stab wounds. 1977.

The boat blew. There was a leak in the gas line. There were two previous repairs. There was a five - mil policy on both of'em. A real heavy investigation. Zilch. Goose - egg. It was an accident.

Full name, Roxanne Hardy. Last address - Cloverdale, California. No priors, no convictions. The car is registered to Catherine Tramell.

I can get my butt kicked for this. You're not supposed to be in here.

Ballistics says the.38 we found in her apartment matches Nilsen. No registration. They're checking with Salinas. The icepick is the same brand and model as the Boz weapon.

I do n't see anything wrong with Dr. Gardner sitting - in if Detective Curran does n't object.

His apartment is very bare - very few things - with wide open spaces . There is a lot of chrome . He sits on the couch , reading a book . It is a paperback . We see the title - Love Hurts , by Catherine Adams . He puts the book down a beat , then picks the phone up , dials .

Nick , Gus , Lt. Walker , Harrigan , Andrews , Captain Talcott - and Beth Gardner . With them is an older , white - haired man , DR. ANDREW LAMOTT . There are copies of `` Love Hurts '' around the table .A long beat .Some grins , titters .A long beat - as they think about it .

There are two possibilities. One. The person who wrote this book is your murderer and acted out the killing described in ritualistic, literal detail. Two. Someone who wants to do the person who wrote this book harm read the book and enacted the killing described to incriminate the writer.

You're dealing with a devious, diabolical mind. This book must have been written at least six months, maybe years before it was published. That means the writer planned the crime, at least in the subconscious, back then. The fact that the writer carried it out indicates psychopathic obsessive behavior in terms not only of the killing itself but in terms of applied advance defense mechanism.

You're dealing then with someone so obsessed that he or she is willing to kill an irrelevant and innocent victim to place the blame on the person who wrote this book. We are talking about deep - seated, obsessional hatred ; an utter lack of sense of proportion or perspective.

PROSECUTOR JOHN CORRIGAN , a big man in his 50 's , with Captain Talcott , Lt. Walker , Nick , and Gus . Corrigan is reading a file . He gets up , yawns , goes to his window , looks out .A long beat ; no one says anything .They look at him .Nicks says nothing .Nick looks a Gus , grins .

Come on, you know there's no case here. There's no physical evidence - okay, she does n't have an alibi but there's no motive. Her defense would just beat us to death with the copycat thing. Anybody who read the book could have done it.

It wo n't do any good. She'll come in with Lee Bailey and Mel Belli trailing behind her on a solid gold chain from Tiffanys.

I'm John Corrigan. I'm an assistant district attorney, Ms. Tramell. Can we get you anything? Would you like some coffee?

They walk from the car to the door of the big beach house . They ring the bell . They hear typing inside . The typing stops . She comes to the door in jeans and a tight - fitting sweatshirt .They look at each other a beat .He nods .

It is beautifully done in a Santa Fe motif . She goes to a bedroom of the living room . Nick sits down on a couch facing the bedroom she 's walked into . Gus sits across from him , his back to the bedroom . There is a coffee table between them . She leaves the bedroom door halfway open . An old newspaper is on the coffee table . Nick reaches for it . The headline says VICE COP CLEARED IN TOURIST SHOOTINGS . A headline underneath says GRAND JURY SAYS SHOOTINGS ACCIDENTAL . There is a photograph of Nick . He stares at the paper .Nick puts the paper down on the coffee table . He is lost in his thoughts . Gus picks the paper up .Nick , facing the half open bedroom door , sees a mirror near the wall of the bedroom . The mirror reflects her in the other corner of the bedroom . She is taking her clothes off . He stares . She strips down . He sees her back . She has a beautiful body . Naked , she puts a dress on . She does n't put any underwear on .And she is suddenly out of the bedroom . She stands there , smiles . They look at each other a long beat .They get up , head out .

They sit in the front ; she is in the back . The car goes over the winding , two - lane Mt. Tamalpais road . The fog is heavy . It 's starting to rain . We see the beach far below .She smiles , looks at him . A beat , and he turns away . Another beat , and she lights a cigarette up .He turns back to her .A beat , as she looks at him , and then he turns away .He watches her in the rearview mirror .He smiles at her in the mirror .He turns back to her .She looks right into his eye .A beat , as they look at each other , and then he turns away from her . Gus watcher her in the rearview mirror .

It is large , fluorescent - lighted , antiseptic . She walks in with Nick and Gus . In the room are prosecutor John Corrigan , Lt. Walker , Captain Talcott , Harrigan , and Andrews . There is a police stenographer a plain young woman in her 20 's . As soon as she comes in -Corrigan and Talcott glance at Nick . She sees the look .The two of them keep their eyes on each other . She sits down . They sit around her . Nick sits directly across from her . She lights up a cigarette . They watch her . She is poised , cool , in complete command of herself .Ever so casually , she blows her smoke across at Nick .

She has control of the room ; she looks from one man to the other as she speaks .A beat , as they watch her . She is so matter - of - fact .They stare at her .

They are holding each other 's eyes .They do n't take their eyes off each other for a second .Their eyes are still on each other .Their eyes are digging into each other .A beat ; he stares at her , expressionless .She lights a cigarette . He stares at her .He just stares at her , expressionless .

She looks at Nick .She and Nick have their eyes on each other , then -

We see her in a glass - enclosed cubicle with a polygraph EXAMINER . Nick stands outside watching her with Gus and Lt. Walker . Her back is to them . The Examiner shuts the machine down , gathers rolls of papers , and comes out of the cubicle .A long beat , then -A long beat , Nick watches her as she sits inside .The Examiner walks away . They stand there . Catherine stands at the door of the cubicle behind them -She says nothing , has a thin smile .They look at her a beat .And he and Catherine walk away . Gus and Walker watch them .

No blips, no blood pressure variations, no pulse variance. Either she's telling the truth or I've never met anyone like her.

Ninety - nine point nine percent of the cases, they do n't. You'd have to be able to mask the truth from your own central nervous system, your circulatory system, your adrenal glands. In my opinion, this woman is telling the truth.

It is an old , mint - condition silver Porsche . It is pouring rain ; the wind is blowing a San Francisco winter storm . Nothing is said a long beat as he drives . She yawns . Stretches . He looks at her .She looks at him and looks away . A beat .He looks at her .He says nothing , does n't look at her .He looks at her now .He pulls up in front of her house on Divisadero , stops . He sees the white Ferrari in the driveway .They look at each other a beat .And she 's out of the car . He watches her as she hurries in the rain - his eyes on her until the moment she opens the door and is inside .

It is a police bar , San Francisco style . Ferns Joe Montana and Will Clark posters . The jukebox has a lot of Tony Bennett . He walks in . He sees Lt. Walker at a back booth with Gus , goes to them , sits down .A BARTENDER stays behind the bar , but yells to him .He gets up , gets his drink -He sits back down . He takes a big slug . They watch him .He takes another big slug .A beat , then -Gus looks at him with concern . A man in his 50 's - LT. MARTIN NILSEN is suddenly there . He is overweight , florid .He grins . Nick does n't look at him .Nilsen takes the drink , hands it to Nick .Nick turns to him . He 's sitting in the booth ; Nilsen is standing there . Nick looks like he 's barely restraining himself .A beat , and then Nick gets up , faces him .Lt. Walker and Gus get up and hold Nick back . Beth Gardner , the police psychologist , is suddenly there .And he walks away . Nick still looks like he wants to go after him . Beth pulls him away from the booth .Nick looks at her a beat .A beat . He looks at her again .She looks at him a beat .At the booth , Gus and Lt. Walker watch the two of them leave .

You do that, Shooter. Why do n't you send it to me? I'll give it special attention.

No problem, Doctor. Here comes the Doctor just in time to save her patient. Take care, Shooter.

You're on sick leave, Shooter. As of right now. Pending the outcome of a psychiatric evaluation.

He is kissing her - hard , rough . He forces her against the wall .We hear her dress RIP . He kisses her harder - we hear her panties RIP . He gets the dress off , pushes his hands under her bra -He puts his mouth to her shoulder , bites it - as they move down to the floor .

It is dark . The are still partially dressed . They are on the floor . He lies on his back , staring at the ceiling . She lies next to him - the torn dress wound around her . There is a bite mark on her shoulder . A long beat , silence - then -She sits up , looks away . He looks at her , puts his finger on the bite mark idly , gently . A beat , and he kisses her shoulder gently , then lies back down .He looks at her .She looks at him .They look at each other a long beat .He says nothing , looks away from her .He does n't look at her a long beat , says nothing .She keeps looking at him . He wo n't look at her .A beat ; he looks at her .She looks at him a long beat .They look at each other , a long beat , then away . He lies back down . Beth does n't look at him , keeps sitting up .He says nothing .He looks at her ; she wo n't look at him .

He walks in . He looks hung - over . He sees Gus with Harrigan and Andrews and Lt. Walker in Lt. Walker 's glass - enclosed office at the end of this big room . They look at him when they see him .He and Nick look at each other a long beat , then -

The black Ferrari is in the driveway . He sits in an unmarked police car on a hillside above the house , watching . It is a bleak , leaden gray day . Catherine comes out of the house . She is dressed casually . She gets into the Ferrari .

He stays behind her at a safe distance on the winding panoramic highway - a two - lane mountain road which leads from Stinson Beach into Marin County . She suddenly starts speeding up on this dangerous road , cutting in and out , passing cars very fast . He has to start cutting around cars to keep up . This woman really drives . He cuts out and can barely pass a car without hitting a Grey Lines Tour Bus head - on . Close call : sheer drops on either side . He looks frazzled .

He is behind her at a distance on a hilly Mill Valley road - little streets , terraced hillsides , sharp turns . He goes slowly , looks around , thinks he 's lost her . And then he sees the black Ferrari parked in front of a house obscured by hedges . He parks the car a distance behind the Ferrari , sits there a long beat . He gets out , goes carefully up to the hedges , looks . A small , nondescript house . He watches . He ca n't see anything inside the house . A beat , he reaches over to the mailbox and opens it . He takes an envelope out , looks at the name Hazel Dobkins .

He watches as she comes out of the house . A frail old woman in her 70 's is with her . She hugs the old woman , gets into the Ferrari , STARTS it up . He waits a beat and then STARTS after her . He stays behind her at a distance - she is going slowly . And then she suddenly GUNS it , cuts her lights - her wheels SCREECH . He GUNS his car after her . He makes a turn . She is gone . There is a fork in the road . He turns one way , goes a few hundred feet . Nothing . Blackness . He stops .

He pulls his car up to her house at Stinson Beach . The black Ferrari is in the driveway . A light goes on in an upstairs bedroom . The curtain is drawn . He sees the outline of her body now . She starts to take her clothes off - there in the window , behind the curtain . He watches her body as she does an almost languorous strip . His eyes are intense . ravishing .

He is alone , nobody else in the big room . He sits in front of a computer . We see the screen . He has punched in HAZEL DOBKINS , WF , 145 ALBION RD. , MILL VALLEY . He is waiting for a response . We see it come on screen NOTHING CURRENT . A long beat , as he stares at the screen , and then we see these words RELEASED , SAN QUENTIN , JULY 7 , 1965 . We see him type in the words PRIOR ARREST RECORD . A long beat , and then it comes up HOMICIDE , JANUARY 10 , 1956 - SAN FRANCISCO He stares at the screen a long beat .Nick looks at him a beat .Nick sits back a long beat , his eyes off somewhere .Nick just stares at him .

He pulls up to the house , gets out of his unmarked police car . He stands there a beat , thinking . He walks down to the beach entrance of the house . He hears a Rolling Stones SONG playing inside . He stands there . The door suddenly opens . Catherine stands there , smiles . She wears very tight - fitting spandex leotards .He looks at her a beat , then -They have their eyes on each other . A beat , and she turns to go in .

She goes in ahead of him - he follows her inside . He watches her body . His movements are tentative , off - balance . She turns the Stones DOWN . On a table by the window , he sees a word processor . Spread around it are newspaper clippings . They are all about him . We see the headline on one KILLER COP TO FACE POLICE REVIEW . She sees him glancing at the clips .She smiles . He looks at her , expressionless .She goes to the bar .She is making herself a drink . She takes the ice out and then opens a drawer and gets an icepick . It has a fat wooden end . She uses the icepick on the ice , her back to him . He watches her .She turns to him , icepick in hand , smiles .She turns back to the ice , works on it with the pick . She raises her arm , plunges it . Raises it , plunges it . He watches her .She puts the icepick down , pours herself a drink , turns to him .He looks at her a long beat .Their eyes are on each other .A long beat , as they look at each other .BEAT .She looks at him a long beat , sips her drink , never takes her eyes off him .He stares at her a long beat .He stares at her , almost horrified .She steps closer to him .She puts her hand softly on his cheek , He grabs her hand roughly , holds it .They are face to face . He is still holding her roughly by the hand .He twists her arm back behind her - their bodies are pressed against each other - their eyes digging into each other .He is twisting her arm , staring at her , pulling her against him . We hear the DOOR behind them . A beat , and he lets her go , turns away from her . Roxy stands there , staring at them . Her hair is up . She wears a black motorcycle jacket , a black T - shirt , and black jeans and cowboy boots .Roxy looks at Nick . Catherine goes to her , kisses her briefly on the lips , stands there with her arm around her - both of them looking at Nick . He walks by them , opens the door to go , his face a mask .He does n't look at her ; he 's gone .

He comes in . He looks like he 's going to kill someone . A RECEPTIONIST sits there .She gets up - he goes closer to her ; she backs away from him .He goes closer to her ; she backs away .She says nothing , looks scared .

She's on the phone - she'll be right with you, detective - He sweeps by her into Beth's inner office. She hangs up when she sees the look on his face.

He storms into the big room . He sees MARTY NILSEN . He is sitting behind his desk in his glass - enclosed office inside this big room . About a dozen plainclothes policemen are in the big room . He goes by them into Nilsen 's office .

He closes the door . Nilsen sees the look on his face , backs his chair away towards the wall .He goes to him , picks him up by his lapels , slams him against the wall .He slams him against the wall again . The glass EXPLODES behind them - a chair comes into the room . Nick is frozen , holding Nilsen by the throat against the wall .He looks back , sees two Internal Affairs men with their guns drawn , pointed at him . A beat , and he lets Nilsen go . He turns calmly and starts to walk out .

He gets into his old Porsche . He STARTS the car up . Gus Moran comes up to the window . They look at each other aThey look at each other a long beat .They almost smile at each other , then -A beat , and then Nick looks at him .

He sits in front of the TV , watching a lame sitcom . A bottle of Jack Daniels is half - empty in front of him . He is smoking a cigarette .He looks at her , looks away at the sitcom .He keeps watching the sitcom . A long beat .He goes to the TV , shuts it off .A beat , and she suddenly hurls herself at him in absolute fury , trying to claw at his face . He grabs her , blocks her . They look at each other a long beat and then he lets her go . The emotion of the moment is gone now - they turn away from each other .Nick looks at her a beat .A long beat , then -She looks at him . He looks away from her .He turns away from her .He goes to the Jack Daniel 's , pours some more . She looks at him pour it and turns to go .

He is asleep on the couch - the TV is on to a blank screen . The Jack Daniel 's is mostly gone . The phone on the coffee table RINGS . It RINGS again . He wakes , picks it up , listens .He hangs it up . He sits there a long beat , staring . He looks disturbed .

He walks down the alley . There are lots of police cars , flashing lights , uniformed men , coroner 's men . As he walks down the alley , he sees Lt. Walker , Gus , and several of the Internal Affairs men we saw earlier in Nilsen 's office . They are standing around a Lincoln Town Car . They look at him as he comes closer to them - then move aside . He can see into the car now . Martin Nilsen lies against the front seat . He has been shot in the head . Nick stares .Nick stares at Nilsen 's body . They watch him .A beat , and then Nick gives him his gun . Walker smells it , shakes his head , gives it to one of the Internal Affairs men .

He sits in the same room that Catherine sat in - surrounded by four or five Internal Affairs men , Lt. Walker , Gus , and Captain Talcott . Lt. Walker and Gus sort of sit back - I.A. is running the investigation . The same police stenographer - the same plain young woman - is sitting in the room who was there with Catherine .Beth Gardner comes into the room . They look at her .Nick gives her a look .Nick looks at her , shrugs .He looks at Beth .She and Nick look at each other . He looks away and lights a cigarette .It is the exact line that Catherine used . A long beat .They look at him a beat .

Do you have any evidence that he showed your psychiatric file to anyone?

Going after him before gets you off the hook for killing him that's your alibi.

I want you in Dr. Gardner's office at nine o'clock. You're out of control, Curran.

He is by the elevators with Gus and Lt. Andrews . He spots Beth going for the stairway .

She stops . He catches up to her . They walk down the flights together . They speak quietly .She looks at him , smiles . They keep walking down the steps .She looks at him , smiles .

They get outside . Beth kisses him quickly , softly on the cheek .He nods . She starts walking toward her car .She goes to her car .

He is cleaning his desk out , putting things into a duffel bag . Only Andrews is in the room . We see Lt. Walker sitting in his glass - enclosed office . He closes the duffel bag , looks at the place a long beat . Andrews is watching him . He goes up to AndrewsA beat , and Andrews opens the file .He sees Lt. Walker looking at him . He goes into Walker 's office .Lt. Walker looks at him a long beat .

It is in the Marina District ; on a street like Cervantes . He gets out of his old Porsche ; he sees her black Ferrari there . She is sitting on the front stoop . She wears an Indian jacket , jeans and a T - shirt . He goes up to her . She looks at him a beat .She smiles .She looks at him a beat .He looks at her a beat .They start walking inside . She walks ahead of him . He watches her . She turns suddenly .And she turns , heads inside ; he follows her .

They walk in . She looks at the bareness of the place .She turns , smiles at him . He looks at the bottle of Jack Daniel 's ; there 's not much left .There is a palpable tension between them . He takes the ice out , opens a drawer , takes out an icepick .She smiles ; a beat and he hands her the icepick . She takes it , starts to us the icepick , her back to him . He lights a cigarette .He watches her working on the ice .He does , steps to her . She parts her lips - he puts it on her lip , watches it . Their eyes are on each other .She works on the ice again , opens the cabinets for glasses .She makes the drinks .She hands him his drink , holds hers .They look at each other a long beat , their eyes very involved .Their faces are close together .A beat , and she suddenly turns away .She goes to her purse , takes a paperback book out of it . We see it - The First Time , by Catherine Smith . He looks at it .He stares at her . A long beat , then -They look at each other a beat .He watches her ; she has turned away from him - and then she turns back to him in a different mood .She looks at him ; she smiles .They look at each other a long beat .He nods , say nothing as she goes to the door -She looks at him a long beat ; and she 's gone .

As she is going down the stairs , Gus Moran is coming up . He does a real double - take as he goes by her .He looks at him a long beat , and he goes upstairs , into Nick 's apartment .

Nick stands at the window , watching her outside . A long beat , and he looks at Gus .

It is dark , cavernous there are a thousand people in here . The MUSIC is ear - splitting , pulsing . Lights flash . The floor is huge . At one time , this club was a church . He walks around the sides , a drink in his hand , looking for her . He does n't see her . The he catches a glimpse of Roxy . She is dancing with another woman . He watches her . She is wearing pants and a jacket , her hair off to the side . She looks very masculine tonight . Roxy laughs at the other woman , leaves her on the floor , starts moving through the sea of dancers . He follows her through the press of bodies . She goes towards the men 's room . She walks in .

It is large , dark , shadowy It was once the sacristy . A crowd scene men and women . Roxy presses through them . A haze of crack smoke ; we see people doing poppers . She opens the door to a toilet stall , walks in . Nick is behind her . As the door opens , he sees Catherine . She wears a black motorcycle jacket , a very short skirt , stiletto heels . Her hair is up . He make - up is severe , In the darkness , in the shadows she looks about 19 . A hot 19 . A hot flash - trash 19 . She is in there with two men - one of them is a big , body - built black guy . She has a vial of something near her face . She sees Nick watching her . She whispers something to the tall black guy . He looks at Nick , smiles a condescending smile . The door to the stall closes

He is walking along the side , watching the floor , a drink in his hand . The song ends and it seques right into the Stones 's `` Miss You . '' He sees her . Her black leather jacket is off . She wears a very tight , flimsy top , the short skirt , the heels . She is dancing with Roxy and the black guy . He watches her move . watches her body . She turns , sees him , dances , watches him . gets between Roxy and the black guy . they sandwich her with their bodies . keeps moving , turning . eyes on him . playing to him with her body . He watches . A long beat , and he goes up to them . His movements are almost trance - like . They look at each other . A long beat . Catherine stops dancing . he reaches for her . She moves away . A beat their eyes are on each other . She moves a step towards her . A beat , as they look at each other . and they start to move together . Their eyes are on each other as they move , the eyes burning . the movements tighter , hotter . and he suddenly grabs her and kisses her . as they keep moving . the song seques into the Stones 's `` Gim me Shelter . '' She is melting into him now , kissing him . Tex watches , expressionless . the black guy is gone . he holds her by the back of the neck , kissing her . their bodies pressed into each other . his hands are on her butt now , pulling her into him now , almost holding her up now . and then under her skirt , under her panties . as he kisses her neck . People around them stare . he moves his hands under her top as she keeps moving with the song , her head back , her back almost arching . cups her breasts now . she keeps moving . the song sweeping them into its rhythm `` it 's just a shot away , it 's just a kiss away , a kiss away . '' They devour each other . Right there on the floor . Barely able to hold it back . As Tex watches expressionless . As people stop dancing and stare .

It is dark . We ca n't see clearly . A side table , lines of cocaine on a small mirror . A CD player The Stones play `` Love In Vain . '' There are mirrors all over the walls and ceiling . They are in bed . The bed is big and brass . Atop her . he kisses her neck . his hands under her , raising her . he moves down , kisses her breasts . puts his mouth around a breast . she arches , moves . he kisses her shoulder . biting into it . she opens her mouth . we hear no cry . we hear the Stones .

The Stones play `` Monkey Man . '' Atop him . she kisses his chest , licks it , lowers her head . lower . lower . he arches his back . her mouth comes up . her mouth on his lips again . he turns her . Atop her . he moves her legs apart . -LRB- the CAMERA is behind them -RRB- . she holds his back . digs in her nails . rakes his back with them . digs in again . his back bleeds . he moves inside her . harder . the nails dig . blood trickles down his back .

The Stones play `` Wild Horses . '' He is behind her . she is on her stomach . he rises her by her hips . kisses her back . races her spine with his tongue . traces her lower back . he kneels . moves into her . kisses her neck . his fingers are in her mouth . as he moves .

The Stones play `` Sympathy for the Devil . '' Atop him . she leans close over his face , her tongue in his mouth . kneeling over him . she moves his arms above his head . moves higher atop him . her breasts in his face . she reaches over to the side . a white silk scarf is in her hand . she moves higher above him . kneeling over his face . moving oh - so - slightly . his face strains towards her . The scarf in both hands now . she starts to tie his hands with it . his eyes are open , watching her . she ties it loosely , gently . it is n't tight . but his hands are tied to the brass bed . She kisses him . moving her hips lower now . over his chest . lower . And he is inside her . her arms above him . his eyes open . she kisses his neck . bites but not hard . moves . grinding hard against him now . she is on her knees . head arches back . her breasts high . still grinding . Her back arches , strains . he strains toward her . she holds her arms high . she comes out of the arch . shivering . falling over him . the scarf loosens . his arms come forward and hold her close . closer . closer . as she moves with slight . shivery . movements .

It is dark , quiet . Pindrop quiet . He is sitting on the side of the bed , his head down . his back a line tracing of dried blood . She is asleep nest to him , naked . He looks around the room . The white scarf around the bedpost . the coke on the side - table . clothes all over the floor . He gets up , walks into the bathroom .

The light is too bright . He looks at himself in the mirror . He pours the water , lowers his head , puts cold water on his face . A long beat , he comes back up , opens his eyes . Roxy is in the mirror behind him . She startles him . He looks at her in the mirror a long beat , does n't turn . She is expressionless ; she wears the same thing she wore at the club . He lowers down into the basin again , puts more water on his face , comes back up , uses a towel this time , finishes with the towel . She is still looking at him in the mirror the same way . He looks at her in the mirror , does n't turn .He looks at her a beat , then turns -For a second , she looks like she 's going to spring at him , then controls it and turns to go .And she turns and she is gone .

He lies on the bed in the dark , quiet room . He is on his back , his eyes open . He has his arm around her . She is asleep .He looks at her .

He wakes up . She is not there . He looks around . The white scarf is gone . The coke on the side table is gone . In its place , a scrawled note `` The Beach - C. ''

A cold and foggy day . He gets out of his old Porsche , walks down the driveway . He sees her out on the beach by the water . A small bonfire is near her . He walks towards her . Roxy watches him , expressionless , from an upstairs window of the house . He does n't see her . He walks up to Catherine . She has an Indian blanket over her and is wearing a black felt English derby hat , her hair loose underneath .She does n't look at him - he smiles slowly . She does n't smile and she does n't seem to like his smile , either . She walks along the beach . He walks with her . A long beat .She looks at him . He looks like he is trying to hide a smile .That wipes the hidden smile off his face . He looks at her , walks with her . A long beat .She looks at him ; he 's smiling now .He 's serious . She looks at him . She smiles slowly .He ca n't hide his smile anymore . She says nothing , keeps walking .They look at each other . They keep walking . A long beat .He looks at her : she 's serious .She looks at him .They keep walking . A long beat .She stops , looks at him . A long beat .A beat , he looks at her -The keep walking .She looks a him . A beat . She smiles slowly .They keep walking . A long beat .He looks at her .They look at each other . A long beat .Their eyes are into each other .A long beat . They look at each other .A beat , and she walks away towards the house . He watches her .

Nick walks in . Waylon Jennings is on the JUKEBOX . Gus is sitting at the bar wearing jeans , a cowboy shirt , and a cowboy hat . Nick goes , sits next to him .He glances around .He is drunk , slurring . Nick sees it .Gus takes a long , drunken look at him .

Gus is eating chili , drinking coffee . Hick keeps pouring him more coffee .Nick pours him more coffee ; Gus guzzles it .It gets some looks from the other people in her - Nick shushes him , pours him more coffee . He drinks it .Some people here really give him the looks now . Gus looks angrily away from them , drinks more coffee .They look at each other a long beat . Gus drinks more coffee . He sits back , pulls his cowboy hat over his eyes . A long beat .He looks at the fat woman again - leers at her obscenely . She looks away .Nick looks at him and smiles a thin smile ; he 's not there , he 's completely preoccupied .

He stands by Gus as Gus gets into his battered , rusted , vintage Cadillac .And he steps on the gas and ROARS out of there , forcing Nick to get out of the way . Nick looks after him a long beat , shakes his head .

Someone is following him slowly as he walks down the street . He turns a corner , walks down the alley towards his Porsche , parked behind the country and western bar . The car suddenly speeds up - ROARS down on him from the back , full bore .

He hurls himself across the Porsche 's hood . barely avoiding the car . He sees the car at the end of the alley , turning out It is a black Ferrari .

He GUNS it down the alley , makes a wild turn in the direction the Ferrari turned .

The Porsche dodges around cars very fast , almost side - swiping them , looking almost out of control , its MOTOR screaming .

He sees the Ferrari turn ahead . When he gets to where it turned , he turns wildly .

The Ferrari is making fast , wild turns into little streets in North Beach , its MOTOR screaming - the Porsche is gaining ground behind it , making turns .

The Ferrari is up ahead and makes a wild right turn onto a road going up a hillside . He yanks the wheel hard .

The Porsche rockets up the steps - bouncing high into the air , almost out of control .

As it crests the steps and gets to the street . Nick GUNS it and it looks like it flies high down the hill - side into blackness .

But it lands on more steps - heading downward - bucking , almost spinning , it bounces onto the next street .

Another set of steps leading up he GUNS it , it rockets up , ROARS , bucking -

And lands on the next street . Nick makes a wild right turn onto the street . And the black Ferrari appears from around a curve to the right , heading right for him .

Nick steps on the GAS and heads head - on for the Ferrari . The Ferrari SCREAMS head - on for him .

And at the last moment , in the game of chicken , the Ferrari tries to swerve around him on this narrow road , goes out of control and over the side , turning over and over as it rolls down the hillside .

The Ferrari has landed right - side up . He runs down the hillside and gets to it . A beat , and he opens the car door . Roxy lies hunched over the wheel , her eyes open . Her neck is broken . She is dead .

Police lights have been set up . He stands there with Lt. Walker and several of the Internal Affairs men .He and Nick look at each other a long beat . Andrews comes up to them with a piece of paper in his hand .Lt. Walker looks at Nick like he 's going to kill him . Nick looks calmly away .Walker looks at him in absolute disbelief .They stare at him . He watches as Roxy 's body is taken away .

He walks in . He looks good , in control . Beth Gardner is sitting there with two middle - aged MEN , both of them wearing suits , who smile and scrutinize him the instant he walks in the door .They shake hands with him .Nick gives him a look : What did he think he was going to do - stand there ? He sits down , looks at them . A beat , as they look at him , then -Nick looks at them a long beat in disbelief .

Nick - when you recollect your childhood, are your recollections pleasing to you?

He is walking away quickly . Beth is with him , trying to keep up . She is very angry .A beat , he stops looks at her , then keeps walking .He stops , looks at her .She looks at him a long beat .A beat , and she turns and walks away .

Nick is driving down winding road to Stinson house . He is driving very fast , passing other cars on the winding and twisting road .

Nick enters and shuts door . Looking around , he does not see her .Finally he sees her sitting by the window . He walks over to her .She is about to break into uncontrolable sobbing . Nick puts his arms around her .

They are seen rolling and turning around on each other . Their love making is sensual , sincere . Later in bed .A long beat , he looks at her .

It is a bright , sunshiny day . He is out there looking at the water . She comes up behind him , hugs him .He looks at her .She looks hurt .They have their eyes on each other .She turns away from him . He watches her .A beat , she looks at him .She turns away from him .Their eyes are on each other .And she kisses him slowly , with more and more heat , on the lips . The cordless phone on the deck table goes off . It keeps RINGING . She breaks finally from the kiss , picks it up .She listens a beat , then hands him the phone .He takes the phone .

In CLOSEUP : We see a large , glossy photograph of Roxy . She looks about thirteen . She has braces in her teeth . Nick is looking at the photo - it is in a file in his hands . He sits there with Gus in front of a woman juvenile officer . He turns the file and we see a glossy of a little boy in a pool of blood . Nick looks up at the woman .They stare at her .

It is a small , old , rural buildinga lot of Four - H type stuff on the walls .

They are going to their cars , parked side by side . The Porsche looks pretty badly banged up .Nick looks at him .Nick get into his car , sits there a beat .Nick looks at him .

A young woman is checking a computer . Nick is with her .She gives him a look , but punches it in again .He looks at her .

He gets out of the Porsche , starts to go in . He looks disturbed Catherine comes out of the house with Hazel Dobkins , the old woman we saw with her in Mill Valley . Nick watches them a beat , then goes up to them .He looks at her a long beat .He looks at her sort of warily .The old woman starts going to the Ferrari .Nick looks at Hazel a beat , then at Catherine .He looks at her a long beat .She smiles . He looks at her , does n't know what to say .He looks at her What did she say ?America 's Most Wanted ? She turns to go .She stops , looks at him a beat .He says nothing . A long beat , she looks hurt .And she 's gone .

He sits in front of a computer screen with Andrews .We see the computer screen . The screen says LISA HENDERSON DMV LICENSE CHECK We wait and then we see the words 1983 RENEWAL - ELIZABETH GARDNER , 147 QUEENSTON DRIVE , SALINAS , CAL . Nick stares at the screen .A beat , and then we see the license itself It is Beth Gardner on the photo . Nick stares .A beat , and the license comes up . We see a young Beth Gardner on the photo . She has blonde hair . Nick stares .

She walks in . The apartment is dark .She is startled .A beat , she looks at him .She looks at him a long beat , then turns away -She looks at him , sees his look .He looks at her a long beat .A long beat as they look at each other .Phil had you copied . You never said anything !She turns to him .Nick looks at her a long beat .He gets up . He looks at her a long beat .He turns to go .He looks at her .

He starts going up the dark stairway . There is a hand on his neck . He spins .He looks at her , does n't say anything .He looks at her , does n't say anything .Catherine looks at him a beat , then smiles .He just looks at her .And she 's gone .

He stands with an old CAMPUS COP . He is going through files .He stops at a file , opens it .Nick does n't get it .Nick says nothing .

Do n't you guys communicate over there? You must be the same way we are.

There was a report about Lisa Henderson - January, 1977 - the file's not here.

San Francisco P.D. Detective Nilsen. Internal Affairs. You know him? Tell him we want it back. He's had it a whole year.

He and Gus sit there - they look tired , upset .Gus thinks about it .

He has his key out to open his door . He hears MUSIC inside . A beat , and he opens the door .

It is dark . We hear a Rolling Stones SONG . He sees Catherine standing by a window , watching him . She wears black jeans and the black motorcycle jacket . They look at each other a long beat .He walks up close to her .She unzips her motorcycle jacket slowly . She wears nothing underneath it .She reaches for him .She pulls him close .

They sit in the window seat , naked . His back is against the wall . She sits against him . He has his legs around her . They do n't look at each other . She is smoking .

He walks in ; it is a small valley hospital . He goes up to the desk . There are two women there .

He was walking home from work. They only lived a coupla blocks from the clinic. Somebody drove by and shot him.

I had another one of you guys down here from Frisco - about a year ago - he asked me the same question. What's this about anyway?

Yeah, he said it was routine too. Now it's two guys saying it's routine.

There was no suite 405 in that building. Catherine Tramell's roommate in her freshman year is dead. She died of leukemia two years ago.

He walks around the house ; he sees her sitting out on the deck , a portable word - processor in front of her . She is smoking . He goes up to her .He moves toward her . She moves away , kills her cigarette .They look at each other a long beat .He stares at her . A long beat .He stares at her . He ca n't believe what she is saying .He stares at her .Nick looks - Hazel Dobkins is there . Catherine still has her eyes on him .A beat , and then she turns to go inside . Hazel Dobkins smiles slowly at him .

He sits in his Porsche , staring ahead . He is parked next to Gus ' Cadillac . Gus is suddenly there , onway to his car .Nick just stares ahead .Nick looks at him .

Gus drives .Nick does n't even respond . Gus looks at him .Nick does n't say anything , stares ahead .

Gus gets out with Nick . It is an old building .A beat , and Nick gets back in the car .

Gus is on the first floor . There is no one around . He hits the elevator button . A beat , and it comes . He steps in .

He hits the button for the fourth floor . The elevator rises a floor , stops . The door opens . There is no one there . Then it starts going up again . It rises to the third floor . It stops . The door opens . There is no one there . Then it starts to rise again .

As it goes up . It stops . The door starts to open . As it does - a figure in a hooded raincoat sweeps into the elevator . It happens very fast . We see blonde hair around the face . But we do n't see the face itself - the head is down , the hood up . There is an icepick in the figure 's hand . The figure explodes into Gus . The icepick goes into his neck .

Nick tears desperately up the stairway - he hits the fourth floor door . It explodes open .

He stands there a beat , sees the elevator door open . He runs there , He sees Gus , crumpled into the corner of the elevator .

He goes into the elevator - holds Gus . He is dead . A long beat . He sees the gun in Gus ' hand - he takes the gun out of his hand . He runs out of the elevator .

He hears something . Gun in hand , he runs towards the SOUND . He stops , gun in hand , listens again . He runs again , hears nothing . Behind him , we see a figure . He spins suddenly , gun , in hand . Beth Gardner is there . She wears a windbreaker . She has her hands in the pockets .She stares at him .She smiles a strange smile . She takes a step toward him .She smiles strangely again , takes a step toward him .She moves a hand in a pocket and moves towards him fast -And he FIRES the gun . She is hit in the chest , goes down . A long beat , and then he goes to her . He gets down on the ground . Her eyes are open . He empties the pockets of the windbreaker - first one , then the other the pockets are empty .And she dies .

A lot of policemen , coroner 's guys , photos being taken . Nick stands there with Lt. Walker , Harrigan , and some of the Internal Affairs guys .Nick says nothing ; he looks like a zombie .Andrews yells to them from the stairway door .

A FORENSICS MAN very carefully handles a hooded rain coat in a stair landing . He wears gloves . Nick is there with Lt. Walker . The Forensics Man picks the raincoat up - a long blonde wig falls out of it . There are flecks of blood on it . He reaches into the pocket and pulls out an icepick . It has a thin steel handle and is bloody . He hands the icepick to an assistant . He looks at the raincoat . It has blood on it .

Nick with Lt. Walker . Nick looks like a zombie . Andrews comes up to them . He has a gun in his hands .Bottom drawer , bureau in the bedroom .Harrigan comes out .Lt. Walker goes into the kitchen . Nick follows him . There are several cops around a kitchen cabinet . A drawer is open . Walker looks - we look with him . We see a copy of Love hurts , Catherine 's paperback book , and a stack of photos of Catherine . Walker picks the photos up , goes through them - we see shots of Catherine in college - Catherine at a fight - Catherine with Johnny Boz - Catherine with Roxy . He hands the photos to Nick . Nick stares at them .

Nick sits , his feet up . He looks like a zombie . With him are Lt. Walker , Andrews , and Captain Talcott . We see other plainclothesmen in the b.g. - a flurry of activity , people on phones . A long beat .Nick says nothing , stares off . A DETECTIVE comes over to them .An INTERNAL AFFAIRS MAN comes over to them .A long beat - the phone RINGS . Andrews picks it up , listens .He hangs up .A long beat - Nick just stares . Harrigan comes up to them .A long beat .He and Nick look at each other a beat .Nick looks at him , expressionless .

Our files on Dr. Gardner show nothing about a police report in Berkeley - nothing related to Salinas, either.

He parks his car . It is dark . Foggy . He starts heading inside .

He goes in . He starts to walk up the dark stairway , we see him walking up several flights of steps .

He walks in . The apartment is dark .It is a whisper , almost a hiss . He spins , fast . Catherine stands there , pressing herself against a wall . They look at each other a long beat . She looks like she is almost in a trance .He looks at her , expressionless . A long beat , their eyes are into each other . She looks like she is almost shivering .She looks very emotional . He moves towards her , puts his arms around her , holds her very close .He presses her closer and closer to himself , holds her .

It is dark ; we ca n't see clearly . Atop her . he makes love to her . gently . tenderly . hardly moving inside her . there are tears in her eyes .

Atop him . she is on her knees , straddling him . he is on his back , his eyes are closed . her head arches back . her breasts high . he strains toward her with his body . she holds her arms high . her right hand is in a fist . -LRB- we only see the back of her hand and arm -RRB- . it comes down suddenly . he bucks . writhes . then her whole body falls on top of him . A very long beat . We ca n't see him . her body completely covers him . And then finally he moves . turns her to the side . kisses her .

The Stones play `` Sympathy For The Devil '' in the b.g. ; the MUSIC is low . They lie next to each other on the bed . The CAMERA faces them . He lies , staring at the ceiling , on the left side of the bed , smoking a cigarette . She is curled away from him toward the right side of the bed . A long beat , then -We see her right arm go to the side of the bed and then over . He stares at the ceiling .We see from an ANGLE to the left side of the bed now Her face is expressionless . Her right arm dangles over the right side of the bed . Her right hand is clenched . Is she holding something in it against her arm ? We see them from an ANGLE to the left side of the bed now : He turns his body away from her to put out his cigarette . We see her behind him slowly turning towards him and the CAMERA . A beat , and he turns towards her . They look at each other . A long beat as the SONG gets louder . We see them in CLOSEUP . We do n't see her right arm .A beat , and he kisses her . The CAMERA BACKS AWAY from them slowly to the right side of the bedroom as they kiss , and we - FADE TO BLACK . A long beat , as the SONG keeps playing . and we . We see them from the right side of the bedroom . And then the CAMERA LOWERS SLOWLY as they kiss with more and more passion . It keeps going LOWER . There is something under the bed . The CAMERA MOVES CLOSER towards it as `` SYMPATHY FOR THE DEVIL '' plays louder . We see it now in CLOSEUP as the bed rustles above . It is a thin , steel - handled icepick . The SONG plays LOUDER and LOUDER , and we - FADE OUT THE END

A songbird chirps outside. Gazing out windows at a magnificent rooftop view of Brussels in the hush before daybreak. To the right of the windows, a vanity with a large mirror and a sleeping cat on its tabletop. The naked, tangled bodies of a YOUNG WOMAN and an OLDER MAN asleep on a bed can be seen in the mirror. A serene stillness as the sun breaks and floods the bedroom with warm light. SUPER: "Brussels, Belgium. March, 1976" IN THE MIRROR we see the woman roused by the sun. A beat. She beckons for his... Massages it to attention. Sliding up his chest, she straddles him. Husky gasps as she gracefully grinds down. The half-asleep man comes alive with her pleasure -- meets her movement, intensity building, their shuddered breaths become one --- until he cums and they collapse together... ANGLE ON BED: sun-stroked lovers in a hazy embrace --- stoned with satisfaction, comfort --- good morning. DOMINIKA EGOROV: mid twenties, natural, effortless beauty --- deep allure --- bohemian laissez-faire style and grace --- Jane Birkin but with haunted eyes. Next to her, COLONEL FRANCOIS GUILLOT, a Belgian man, 50s. Kissing Guillot, Dom gets out of bed, grabs the portable cassette player off the vanity --- a glance back at him as she disappears into the bathroom. Guillot leans to a chair, a NATO uniform hanging off it. He pulls out a cigarette, lights up, takes a drag, smiles to himself as we HEAR water running into a tub in the bathroom.

Dom in front of a mirror, not so much looking at herself as she is for herself. An undercurrent of tension in her eyes. Moving to the clawfoot tub next to a big window, Dom cuts the water, hits play on her tape-deck: The Velvet Underground's "Sunday Morning" --- slips into the bath. The tension in her eyes disappears when Guillot enters. He gets in the tub, sits across from her. They trade smiles.Dom rolls her eyes, a "so cheesy" look at Guillot. Putting her feet on his chest, he soaps and lathers her legs up...Dom grabs a safety razor, slowly begins to shave her legs.Dom stops shaving, hard look at Guillot.Guillot sits back and stares at her, stunned and confused.Dom's gaze unwavering as the realization hits Guillot like a bat to the head.He shuts his eyes, annihilated.Guillot starts to cross his arms --- Dom leans in to touch him, prevent him from closing up --- and he SLAPS her hard, drawing blood. He recoils, horrified at himself, at her. Dom remains calm, maintains eye contact.Guillot breaks down with a shattered, gallows chuckle.Dom nods. After a beat ---Guillot suddenly snatches the safety razor...Dom lunges for the razor, but Guillot JAMS his legs hard against her chest and PINS her back. He pops out the blade, looks her dead in the eye and brutally slits open his wrists. Guillot roughly holds a struggling Dom still as a cloud of blood gushes from his veins and into the water towards her --- and after a minute or so, he finally releases her. Dom jumps out of the bath, body stained with blood.Guillot reclines to bleed out in comfort. Finally Dom turns, wets a towel in the sink, quickly cleaning herself.They share a last look. He turns to gaze out the window.Dom leaves the bathroom. After a few beats, her footsteps rushing out of the apartment -- she shuts the door. And then all we can hear is a song bird CHIRPING outside. SUPER TITLE CREDIT: "Red Sparrow" FADE TO BLACK:

When we're old and gray -- promise me that we will still have mornings like this. Always this --- forever.

Yes, whose job it is to promote the proliferation of nuclear weapons ---

Do you want our children to grow up under the specter of annihilation?

Then help me change things. You're a soldier for peace? Prove it.

Is the Defense Planning Committee going to advocate the deployment of Pershing II GLCM's along the curtain line to counter Soviet SS-20's?

You're deputy chief of NATO's Division of Defense Planning and Policy. If anyone knows, it's you.

How could -- I never told you I was with the DDPP. We never discussed --

There are snapshots of us, documents that I photographed. (beat) If you don't work for them, they have more than enough to convince your colleagues that you do ---

A honeytrap. Pathetic. Can't trust anyone anymore. Not even myself.

What you do for a living -- it's the worst fucking business in the world.

You can wipe the blood off, but you and I will always be unfinished business.

Your last communique indicated he arrived by ferry through Patras on the 12th ---

It's not for you to question these directives, only to follow them.

No. You've survived this long because we've allowed you to. Remember that.

We'll start with patterns, proclivities, movement analysis. And we'll need a location to work from.

He set a second trip on the inside of the door -- I didn't see it ---

Let me think for a moment.. (beat) I am not wearing any panties. I once killed someone with my bare hands.

It's a dream temple, a sanctuary for those seeking healing, a relief from a pain of the soul. The ancient Greeks called it an Asclepieion.

Yes. The temple's priests would heal people using a dream therapy.

The ritual began with 2 days of purifying sweat chambers and baths --- after which the priests would massage sacred oils into your body -- preparing you for your entry into the dream incubation chamber ---

Once in the chamber, you would be lulled into a deep sleep by soft chanting -- and it is in your dreams that your soul would be cured of its woes. The priests would interpret your dream and extract its divine prescription for how to live your life -- and if you followed it, you would be made whole again.

Alexa and the girls think you are a fugitive, that this is why you don't talk about yourself or your past ---

Touche. But how am I supposed to be comfortable around a man I know nothing about?

I only have the vaguest memory of him. I lost my mother at 17, which is when I had to stop dancing ---

Let's sleep --- and perhaps in our dreams our souls will be cured --- we'll wake up whole again, with the answer of how to live our lives.

I find it comforting --- as though there are moments when even mother nature can't handle the pressure --

He's probably still debriefing his superiors -- dealing with the consequences of letting Luka go --

Just like our eyes, our hearts have a way of adjusting to the darkness.

It's okay, you tried to call, I wasn't there. And I enjoyed the movie anyway.

We have a name for people like you at the Center --- agents that are not conscripted, bribed or manipulated into service -- but are instead motivated by a misplaced love of mother Russia, a perverse idealism about Communism. We call you "govnoed" --- shiteaters --- and have only the deepest contempt for your kind. You are the lowest of the low. Your behavior is utterly incomprehensible to us. You see, the greatest wish of everyone in the Soviet Union is to be anywhere but the Soviet Union --- Mongolia, Greenland, the surface of the moon. And yet here you are in this magnificent country, where you can enjoy all the fruits of civilization -- fresh food at the market, soap that doesn't have lye in it, access to whatever you want to read or listen to. You can have anything you want and yet what you want is to risk everything for the Soviet Union!?

You and your child deserve more --- more than us, more than George --- if you don't find a better life, then you are nothing but a shiteater.

I must go to the Soviet Embassy. If I don't come in --- if I don't go back, my sister will pay the price. This can't happen.

Drab, cramped living room sullied with the rubble of an all- night party. A pile of THREE NAKED BODIES passed out on the floor. Woman's SNORES over a radiator's wheeze. SUPER: "Two Months Later. Moscow, Soviet Union" Sandwiched between two plump BRITISH CHICKS is NATE NASH, a 30-something American with the wolfish, hardboiled good looks of a prizefighter. Unkempt, counter-culture vibe. Waking up, Nate squints at his watch: 8:47am -- shit. He wiggles free and gathers his clothes.

In a brown corduroy suit, blue Lacoste shirt and military boots, Nate turns the sink on, vigorously splashes his face. On the counter: a new bar of soap and bottle Chanel perfume. He sticks both in his jacket. The plump chick's panties and bra hang over the tub. Nate pockets those too.

Nate pops a couple of Dexedrine with some water --- then grabs a half-eaten steak, four eggs, apples from the fridge ---

We suddenly hear the Rolling Stones' "Jiving Sister Fanny" kick in --- as Nate exits the building next to the British Embassy wearing a bucket hat and mirrored aviators. Storm clouds rolling in, he flips his collar up, heads for the gate. The EMBASSY SOLDIERS glare -- which Nate returns with a snarky grin.

MUSIC CONTINUING --- Outside the gate is a checkpoint guarded by FOUR SOVIET MILITIAMEN. As Nate passes through, he smoothly shifts into a hungover stagger. Nate snap scans the street, casually clocks a VOLGA idling down the block, two guys in the front seat. Lumbering down the sidewalk, Nate suddenly keels over against the wall and covertly sticks his finger down his throat.

MUSIC CONTINUING --- KGB#1 and KGB#2 chuckle as they watch Nate puke then head to his car, a beat-up, tangerine Zhiguli.

Nate listens to the Stones off a jerry-rigged 8-track tape player as he drives the drab and dreary streets. He cracks the eggs over his mouth, swallows them whole -- powering up. Sunday morning traffic, easy for Nate to clock his KGB coverage: a rotation of 24 VEHICLES floating around him. Nate memorizes characteristics of each car: dinged bumper on the Volga, mismatched tire on the Lada van, etc...Stopping at a red light, Nate's about to take a bite of steak when the Volga behind him lurches forward and rear ends him --- hurling Nate into the steering wheel... Fucking pissed, Nate whips back to look at the smiling KGB#3 and KGB#4. Has to restrain himself from stomping ass.

Fred and Barney in the dinged rear bumper. Tom and Jerry, oddball tire --

So the KGB, the GRU and the CIA all think they're the world's best rabbit catchers. To settle the matter, they have a contest --- see how long it takes each team to catch the rabbit. The CIA is up first. They charge into their forest and pay off all the animals, place informants throughout, vector every inch with satellites -- and after 3 months of working it, the CIA concludes that the rabbit doesn't exist. Next, the GRU team goes into their forest and after a week with no leads they get fed up and just drop a nuke on the whole place, fucking vaporize everything, including the rabbit. No apologies. Fuck the rabbit, he had it coming. Then, finally the KGB's team goes into their forest --- and they come out 10 minutes later with this big old bear who's clearly had the living shit kicked out him --- missing his teeth, an eye, bleeding out of his ass --- and the bear's screaming: "Okay! Okay! I'm the fucking rabbit! I'm the rabbit!"

Inside you'll find batteries for the BUSTER, one time pads, new comm protocols ---

Old Rip Van Winkle. Finest Kentucky bourbon available to mankind ---

Cash, Elvis and my own contribution, Lee Hazlewood and Nancy Sinatra. You're gonna love it, trust me.

He's got a show up at the Hilton in Las Vegas. You and I could be there by August. Just say the word.

So are you. You're betraying your government in order to save your people ---

Not much to say. I was a mistake to the man. A bad beat. Only met once.

But for how much longer? You've had a spectacular, improbable run. Your contribution is impossible to measure. (beat) You've given us enough.

Yeah, I'd be shit-canned for sure. But I don't want you to end up being burned alive like Penkovsky.

Then let me get you out, we'll set you up with a beautiful new life. You should enjoy the time you have left.

I don't know --- who the fuck has time to think about that shit?

Yeah, well, Harry, no matter what happens in life, there's always some asswipe who knew it would.

They can't PNG me. It's against the rules. Unless they can prove that I was out of pocket, they've got shit.

Great! The more resources they put on me, the more we can drain them.

I'll spend the next 6 months driving around Moscow circle-jerking them off.

My hall file!? You think I give a shit about that? I have only one concern here. You understand? One.

The emotional bond is why I swam through a river of shit -- risked my life to get back here with the take. It's why Marble's production has tripled since I've had him in the harness. I'm doing good work here, Gordon.

The average survival rate for our agents here in Moscow is 11 months. Marble's been out in the wilderness giving us everything for 16 years. And you guys treat him like a fucking dixie cup!?

Jesus, Gable. Thought you would've for sure taken a tit job on the 7th floor by now ---

I heard it was carried out by a radical lefty terrorist group ---

Jesus. City's like a oven. Had no idea Athens got so fuckin' hot ---

At it again, huh? One of these days you should really just talk to her ---

That's cool. Me? I'm gonna go to the movies by myself, have dinner with nobody, maybe get a drink alone. Then come home and beat off --- only question is ---

Hey, you don't mind if I borrow one of those drawings of yours, do you?

You know something, chico, you'd probably like me if you had the balls.

What? The guy tossed you on your ass, I was just trying to help.

Be patient -- eventually I'll do or say something interesting ---

We're all going to this place right near here -- best barbounia you've ever had -- you should come with us.

What are you talking about? We just listened to each other pee, we're practically married.

All right, I masturbate at least twice a day. I enjoy watching strange women pee. I worship Satan.

Hey, isn't that one of the fucksticks I scrapped it up with at the rally, that was rolling with your cousin?

You ever gonna tell me what the deal with them is? Is this guy Christos a distant cousin?

Watching you let loose was really something else --- like you were in an ecstatic trance -- I saw flashes of Duncan -- Mary Wigman -- Graham...

Nothing. I'm just saying --- Luka is a good kid, Marty. Clean. No involvement with his cousin or N17 whatsoever.

If you just give me some more time, I'll figure out another way to get to him.

It's not right putting him into play -- it's gonna ruin his life.

Hey, it's cool, you guys should just go, you can take my car to the port ---

Oh shit. I just thought of something. I think I forgot to turn the hot plate off in my place. Antony, the super, do you know his number?

Could you call Thyia or Zoe and see if one of them could go over and turn it off? I don't want to burn the building down.

So, what? You're saying the police planted it in your apartment?

Do you know anyone that you've been with over the past few months that is into this kind of shit, who could've stashed it in your apartment without you being aware? A friend? Neighbor? Anyone?

Only way the police would be there is if he ratted you out to them.

Look brother, a situation like this, you don't have many options. But I think I can help.

That's 5 grand. Pack your stuff, wake up Stavros on his boat and get out of here, now ---

You gotta disappear for the next 6 months. Just get lost, lay low. Don't go anywhere near Athens.

You can't go anywhere near your cousin ever again. Not even a fucking phone call. He'll bury you.

Luka, please, I'm trying to save your life. You gotta trust me. Travel around, experience some shit. By winter this will all have blown over.

I don't know. But if I'm not, I'll make sure you know how to find me.

Gone. There was a phone call late last night, Luka had a family emergency. He and Alexa left.

I get how awkward this must be for you. There's a boat leaving at noon, you can take it.

Well neither do you. What does that make you? What are you hiding?

Forget about what you know. How do you feel around me? Do you feel safe? Do you feel good?

Isn't that enough? Do we really need to know each other to enjoy this place together?

C'mon, lay your armor down, just for the weekend. You can put it back on when we get back to Athens.

That's who taught me about food, how to cook. I was raised by them. My grandfather was a produce wholesaler, my grandmother was always in the kitchen. It was through cooking that she expressed her love ---

Yeah, sure. They did their best to compensate for the fact that my mom... And my father, well...

I feel sorry for people who never go crazy -- Screws fall out all the time. We're all fucked up inside --- that's what makes us us.

You know -- a few months ago a friend asked me what I truly want outta life, who do I wanna be. (Beat) I couldn't give any fuckin' answers, not one.

But that's the thing. I always wanted to be different --- I've just been so caught up in the bullshit of being me, I somehow lost who I am ---

You're not sayin' anything, but you're screamin' inside, and I can hear it.

This is fucking stupid. I don't even know where you're staying, how to find you --- your number ---

Look --- meet me tomorrow night at the Paris Cinema in the Plaka --- they're playing the new Kubrick film.

You tell me. I woke up Sunday, Luka and his girl had split for points unknown, and then I found out your guy on Athens PD jumped the gun, tossed his place the night we left.

C'mon, and you believe that shit? After all the work I put in, why would I blow the bust like this?

If I was gonna cut him loose, I would've come up with something a little smarter, Marty. My fingerprints wouldn't be on it.

There are no duress indicators in the syntax, verbiage or punctuation...

Clearly something's wrong --- but that doesn't mean the ask isn't legit.

Of course he is. You assholes fucked him over. Why should he trust you?

Because what I know is something a craven motherfucker like you will never understand ---

If they had a gun to his head, he woulda made them pull the trigger before setting me up.

Yeah? Well, I'd like to titty bang Raquel Welch while eating a porter- house steak. Doesn't mean it's ever gonna happen.

I didn't know they were putting a Keyhole above Vorkuta. The fuckers kept it from me 'cause they knew I'd tip you.

If you knew she was on me, why did you risk this meet? Why didn't you just send a burst saying I'd been compromised?

This wasn't like that -- I mean shit, we never even had sex -- which is maybe why I didn't see it coming --

The emotions I saw in this girl were too complex to manufacture --- nobody's that good of an actress.

Well then that's it --- you're comin' with me. We'll exfil you right now.

We have a tap on a trunk line linking the Ministry of Defense with some of your key research facilities, including Vorkuta. If they want a technical breach, I can give this to you wrapped in a bow. Use it to cover your ass.

Doesn't matter anymore. I'm done with all this shit. I want out of everything -- for good.

I'm supposed to tell you guys about every piece of ass I chase? It didn't feel like she was working me. I fucked up ---

You're the one who started this whole thing, by allowing DCI Bush to put a keyhole over Vorkuta, just so he could look good for the president --- might as well have held up a big fucking neon sign to the Sovs, "you have a breach!"

Egorov's still a few steps behind us. We have time to make a move ---

Counterintelligence is focused on a technical breach. If we can give them our line tap, it'll explain everything and neutralize Egorov.

He's risked and delivered more than anyone we've ever run behind the curtain. Almost two decades ---

Fuck everything you can, that was yesterday. Today, it's gotta be whatever it takes.

Well I felt really bad. I've just been dealing with the fallout from some stuff. Been a rough couple of days.

I did something --- it was the right thing to do --- but now I'm paying the price for it.

Not be you. (beat) As much as I respect you guys, I don't wanna end up like you. No fuckin' way.

Hey, Marty, do me a favor, would you? If and when Luka comes back, leave the kid alone -- ok?

--- Burst transmission... Benford, he told me after I came back.

I didn't know about the Keyhole. They were searching for a technical breach --- but also a mole hunt. Dominique. Korchnoi told me she was a Center ops officer --- trained as a sparrow --- but it felt real...

I wanted to exfil him, but he refused. The line tap near Valensky bridge...

Look, we'll figure it out --- but right now we gotta get out of here.

What are they talking about? What'd they just get her to agree to?

Can't believe you're going back. (beat) I don't know how you're gonna get through this.

Going out while getting blown by Pam Grier, that's a good death, not this.

As soon as the time is right, I'm getting her and her sister out.

The music ends as Nate parks his car, gets out and enters the Sandunovsky Banya.

KGB#5 and #6, already in towels, sit on the bench behind Nate as he disrobes, puts his gear into his locker. Wearing his bucket hat and towel, Nate leaves, KGB agents trailing. A beat later, more KGB AGENTS rush to Nate's locker. KGB#7 has a key, opens it and they rifle through his things. KGB#8 pulls the perfume, sprays it, smells -- pockets it. KGB#7 pulls the bra and panties out, holds them up. The crew gazes at them like they're looking into the face of god. KGB#9 swipes the panties from KGB#7. A tussle busts out --- ENOUGH! An annoyed KGB SKIPPER holds his hand out and they give him the panties and bra.KGB#7 spritzes invisible NPPD dust on Nate's shoes, clothing.

A large Banya steamroom packed to the hilt with Muscovites sweating it out, shooting the shit. Nate sits on the 2nd tier bench, boiling down good, KGB on either side of him.Nate explodes with crazy laughter and to his delighted surprise everyone in the steam joins him... Everyone but the KGBs --- who struggle not to laugh. Nate tosses KGB#5 his bar of soap --- marches out of the steam.

Dark clouds loom. Nate ambles down the sidewalk toting an umbrella, hyper-aware but feigning indifference. A BIG-NOSED MAN averts his eyes as Nate walks past. Boom, motherfucker just got made. Nate approaches a CINEMA with "One Flew Over The Cuckoo's Nest" on the marquee.

An over-packed old theater --- VIEWERS sit in the aisles, stand against the walls. KGB#7&8 sit a few rows behind Nate. All eyes on the last scene when the Chief kills McMurphy. Credits roll, APPLAUSE. Everyone shuffles to the exit simultaneously, creating a dense mob of bodies. KGB#7 and #8 lose Nate, panic, shove through the crowd.

Light rain. KGB#9 & #10 in their car across from the theater watching the crowd exit. KGB#9 lifts a UV scope to his eye. POV SCOPE: checking people's feet --- among the bustle, a pair of shoes glows. PAN UP to see the back of Nate in the rush as he opens his umbrella. In a panic KGB#7 & #8 emerge from theater, hurry to the Volga.Relieved, they all hustle after him... ANOTHER ANGLE: Amidst the hurrying throngs trying to get out of the rain, we catch the back of a MAN strolling down the block, trench coat collar popped, newsboy cap on. A gloved hand holds an open umbrella. As he distances himself, we now see this is Nate, no sunglasses, different shoes -- he turns onto another street..

SERIES OF QUICK CUTS: Nate moving down rainy avenues, back streets, etc. Making sure he's clean of surveillance. He turns down an alley, disappears behind a tall wood fence --- A LOADING DOCK FOR A BUTCHER. Nate pulls two garbage bags from a trash can. He opens one: a scrub brush and soap bottle. Looping a hose off the awning, Nate showers, naked and shivering -- furiously scrubbing his skin, nails, scalp... Nate then opens the second bag, pulls out a towel, a new set of clothes and shoes --- and a set of car keys.

Nate in another car, a Lada. Pops a couple more Dexedrine. QUICK SERIES OF CUTS: Nate driving through choke points, across bridges, switch-backing -- every detection move in the book... Nothing suspicious. He sold it, they bought it -- he's black.

Nate cautiously approachs a desolate apartment block with a messenger bag slung from his shoulder --- Situational awareness peaking, pulse racing, Nate snap-scans the street for anything suspect --- doesn't see anything. He enters the building.

Nate enters the dimly-lit room, descends the steps, approaches another door. KNOCKS softly. And from behind Nate a VOICE --Nate slowly turns to find GRU MAJOR GENERAL VLADIMIR KORCHNOI, a rugged, majestically-handsome man in his late-50s. Korch gives him a hard once-over and takes out the same UV scope the KGB used and carefully scans Nate for luminescence.Nate holds out his hands to be scanned.Satisfied, Korch cracks a warm smile and pulls Nate into a big, soul-brother bear hug and plants a big kiss on his cheek.

For the very reason I love him --- because he lives and sings straight from his balls ---

Someday perhaps, but for now, we still have work to do. Which reminds me, I must ask you something.

This is extremely important, Nathan. The subject of intense concern within the Kremlin. It has to do with Kissinger. Some distressing intel --- even Breshnev is upset.

Our sources say that Kissinger has a lopsided cock which becomes quite engorged when erect, is this how he attracts them or just propaganda?

How does this grotesque, little ghoul of a man bed so many beautiful women? I mean it, Nathan, if I could solve this one mystery, Brezhnev would make me Chief of the GRU...

I recently read a psychological analysis on all those who spied for or defected to the West ---

Every one of them had a negative relationship with his father, which is strange, because I had a wonderful bond with my father ---

You're the only person in the world I can talk to without having to think about what I'm going to say before I say it.

Specs on the RT-21 I.C.B.M's. New command and control system protocols for the VOSTOK. Schematics of Molniya- 4, our new elliptical orbital.

Funny. I was planning on giving you some very similar guidance ---

You don't think I know you're playing the game for the game's own sake? You're a gifted operator, yes --- but with one fatal flaw ---

No. You, listen. What do you truly want out of life? Who do you want to be? Where do you want to end up when you are my age?

You must make the time, Nathan --- because it all goes by in the blink of an eye.

Pavel Markova, a mystic poet, my favorite. Read his epic "The Wolf Hunt." Perhaps it'll help you understand what I'm talking about.

Most are convinced it was a technical breach. But there is at least one element in the Center pursuing the possibility of a mole ---

Her name is Dominika Egorov -- An operations officer that was also trained as a sparrow ---

I don't trust the people you work for. I didn't know how they might use it ---

We all crave intimacy -- we are all vulnerable to our desires ---

Which is precisely what sparrows are trained to do. Create the illusion that it's real.

It's much more than sex. The training these women receive systematically makes them incapable of experiencing any true emotion, except perhaps fear.

I'm sure he thought it was real as well. As did all of her targets. She's quite talented, this one.

Defecting would take the power out of everything I've done. If and when they come, I want to look them in the eyes. I want the satisfaction of knowing they know.

Knowing the value of that tap, I highly doubt you'll be successful, but if you were, it might help.

No matter what happens, in the book of my life, you will always be my second favorite chapter.

If she turns herself in, she'll be their sacrificial lamb. They'll execute her.

Korch ushers Nate into a modest janitor apartment, removes Nate's jacket, hangs it over a radiator and then SETS A COOKING TIMER FOR TWO HOURS. Nate opens his bag, pulls out a shrink-wrapped Russian transistor radio, hands it to Korch.He gives Korch shrink wrapped bottle of Russian vinegar.Nate pulls out four shrink wrapped records that have been mocked up to look like they're Russian.We HEAR Elvis Presley's "Gentle On My Mind", carrying us to --- LATER: Nate and Korch at a table. Nate eats stew. Korch grooves deep to the Elvis as he smokes.Through the smile, Nate sees the pain in Korch's eyes.Nate flashes a screw-headed grin, but Korch is stonefaced.Nate's grin turns into giggles --- but Korch is insistent.Nate's giggles roil into hysterical laughter...Nate crying, grabs Korch's arm and starts affectionately pounding on it. Korch can't help but start laughing too. LITTLE LATER: Nate and Korch drinking tea. Korch smiles somberly along to Johnny Cash's "A Boy Named Sue."Korch finds strength in the conviction in Nate's eyes.The DING ON THE COOKING TIMER goes off. Both men are heartbroken that their night is coming to an end. Korch pulls on gloves, takes off his boot and unfastens a secret pocket. Nate pulls out a Ziploc bag, holds it open. Korch dumps 42 rolls of microfilm into the bag. Nate's stunned by the volume.Nate gives Korch a look of deep concern.Korch slaps his hand over Nate's heart...Nate nods solemnly. Korchnoi reaches into his jacket, pulls out a leather-bound book and offers it to Nate.Nate takes the book, puts it and the bag of film into a secret pocket in his jacket. They embrace in a soulful hug.

How many years have I been warning you about this? How many reports have I submitted about just such a breach?

I'd like him in my office, now. Yes. Where is he? No --- I'll go myself.

I need a recommendation --- for a discreet trace and surveil ---

The German engineer. I hear the taste of intel he gave us is impressive.

If things go well today with the German, you and I will make more memories tonight ---

Maxim, you old wolfhound, I applaud you on a beautiful operation!

Why did you want me to go to Istanbul when you could've sent others?

Bullshit. It was a ploy to get me away so they could search my home.

36 years we've known each other, fought together, bled together. If you suspect that I am a traitor, then have the guts to say it to my face, instead of conspiring with those cockroaches from the Center.

The only way Egorov would be running a mole hunt is with the backing of Grenchenko.

Nate exits the building into the misty night. 3:30AM, city asleep -- he crosses the street and heads down the block... HEADLIGHTS turn onto the street, cruising towards him -- a PATROL CAR with TWO MILITIAMEN. Nate shifts to a drunk shuffle. The Militiamen pull up, eyeing him suspiciously, lower the window -- Militia #1 shines a flashlight on Nate.Nate pretends to be too fucked up to answer --- as he catches the outline of Korch leaving the alley behind the apartment and crossing through the adjacent field. Militia#1 notices Nate's attention flicker and looks that way, sees Korch's shadow, realizes something's up --- when Nate savagely COLDCOCKS him twice --- Nate BOLTS to a corner apartment block. Militia#2 explodes from the car in hot pursuit, screaming into his walkie talkie.

Nate bursts into the building, frantically looking around where to go --- scrambles up a stairwell --- a beat later, Militia#2 busts in, hears Nate's footsteps, follows --- SECOND FLOOR HALL Nate's at the end of the hall, trying to open a big window, but can't. He picks up a trash can and HAMMERS it against the glass --- spiderwebbing it. Just as he's about to swing again ---Militia#2 is aiming his gun at Nate from the stairwell. Nate just smashes the window --- the guy fires a warning shot -- shattering the window. Realizing what Nate's about to do, Militia#2 charges towards him just as --

Nate leaps out of the window and lands hard on his side -- SCREAMS in agony. MOTHERFUCKER!Nate looks up, sees Militia #2 in the window yelling into his radio. He scrambles to his feet and hobbles away ---

Nate rushes into an alleyway, but it's a dead end. ANOTHER PATROL CAR passes --- screeches to a stop, reverses, and turns into the alley. Headlights sweep over Nate as the Patrol Car accelerates towards him -- Nate going all out -- the car rapidly closing the gap -- MILITIA#3 and #4 open their doors, leaving Nate no room --- going for a wall smear --- Nate veers towards a drain pipe just as Militia#3 guns it towards him. Nate leaps, grabs the pipe and swings up just as the car SMASHES into the wall, sideswipes the drainpipe and grinds to a halt, pinning the passenger door closed. The pipe gives way -- Nate drops onto the car's roof, rolls onto the pavement. Militia#3 opens the driver door, but Nate body checks it shut on the guy's head --- once -- twice -- three times.

The rains return. TIRE SQUEALS and ENGINE ROARS rise over the water slapping asphalt, seemingly from all directions. Wincing in pain, Nate moves in the shadows. The rain falls harder, drowning out other noise. Patrols could be anywhere. About to sprint to another alley, Nate suddenly freezes and instinctively pulls back into the dark just as a KGB LADA cruises by. He inches out, looks down the block --- KGB, MORE MILITIA with flashlights and leashed DOGS. The search for Nate intensifying exponentially... Frantically scanning for his next move, Nate spots a storm drain across the street -- a deluge flowing into it. He hustles over, drops to his stomach and tries to squeeze through the opening -- but he doesn't quite fit. He wedges himself in, getting stuck -- THE TORRENT OF RUNOFF WATER STARTING TO DROWN HIM -- With his last bit of strength, Nate pulls himself through just as the KGBs patrol past the alley, sweeping their lights.

Nate TUMBLES 7 feet into the sewer --- old rusty rebar slicing into his side before he splashes hard into a torrent of sewer water. He immediately vomits from the overwhelming stench. Pulls out a flashlight. The pipe running in either direction is only three feet in diameter, half full with water/sewage. With no choice, Nate bites on the flashlight, starts crawling through the pipe, shivering, struggling to keep his head above the rising river of shit. He crawls away from us, flashlight growing dimmer until we can no longer see it...

The pipe's filling up --- Nate can't keep his head above water and move at the same time. He stops, bracing himself, peers back and ahead. Flips on his back -- a deep breath -- and lets go -- the torrent carrying him away -- roughly spitting him into a CROSS-CHAMBER -- Coming up with a GASP, Nate tries to orient himself before the raging current pushes him into another pipe -- He scrambles to grab onto a brick wall and SCRATCHES his way to an iron ladder --- he latches onto it and pulls himself up. Nate holds himself, trying to catch his breath.

Nate emerges from a sewer onto a wide commercial street. Rain has abated. Drained, freezing, he strains to pull the cover back over the manhole. He cuts over to a side street.

Nate holds his jacket up to the passenger window of a van and PUNCHES it in. He opens the door, gets in.

Nate zips up a dirty jump suit, his wet clothes in a pile. He rips out wires under the steering wheel, hotwires the van, cranks the heat full blast, and starts driving.

Early morning. Nate turns onto Tchaikovsky St. and runs right into a gnarly traffic jam. He peers into the distance at the line of cars waiting to get into the US EMBASSY. Shit.

The large compound is surrounded by a tall brick wall topped with razor wire. The entrance gate features two checkpoints, the outer one manned by Soviet MILITIAMEN, the inner by US MARINES. A line of cars slowly being waved through. The Militiamen examine each car and trunk, checking all occupants against a copy of Nate's diplomatic photo. KGB AGENTS patrol along the lines of backed up cars, looking in windows, their GERMAN SHEPHERDS sniffing around.

Nate's trying to figure out what to do. He looks over to the embassy walls and is suddenly hit with a fucked idea --- He rips the wheel around, peels over the sidewalk and parks flush alongside the embassy wall --- He grabs his jacket --- and a canvas tarp --- from the back ---

Nate scrambles to the roof of the van --- sees a wave of Militiamen and KGB agents screaming towards him on the street --- He tosses his balled-up jacket up over the wall, then throws the canvas tarp over the razor wire --- jumps up, grabs the top of the wall and uses all his strength to pull himself up and over the wall ---

Nate drops down, lands face first in a bush. A whole troop of US MARINES bum rushes towards Nate, M16s drawn --- DON'T MOVE! DON'T MOVE! Nate throws his hands up. Recognizing Nate, MARINE#1 waves the rest to stand down.They all walk over to help him up, but simultaneously stop and recoil from his stench.Nate's too blown out to do anything but smile and nod. Lawrence Welk ELEVATOR MUZAK carries us into ---

A few CASE OFFICERS sit at desks along the walls. No windows, just two cipher doors at both ends of a cramped shoe box room. The muzak on a stereo drowns out the tele-types. Battered but clean, Nate sits at his desk staring at "The Bubble": a hermetically sealed office floating on an air- cushioned platform. Above its door is an illuminated red light bulb and an idle green bulb. The DEPUTY CHIEF OF STATION is eyefucking Nate from the next chair.The light turns red to green. As Nate gets up, The Deputy Chief cuts him a hateful smile.A few Case Officers chuckle. Nate code opens the Bubble door ---

You think you're so fucking special, with your goof attitude, goof clothes --- neverending diplomatic pussy hunts. But I always knew something like this was gonna happen.

Staring across his desk at Nate is GORDON GONDORFF, CHIEF OF MOSCOW STATION, mid-forties, beleaguered.Gondorff's nose starts trickling blood. Nate gestures --Gondorff pulls a few tissues, stuffs them in his nostril. He futzes with his nose throughout the rest of the scene.This sends Nate spinning.Overwhelmed with rage and disgust, Nate pops out of his chair.Nate doesn't shake...

The D.O. has been screaming over the wire, Benford is apoplectic. Ambassador's getting reamed with calls from the Kremlin --- they want to declare you persona-non-grata.

Even if I could stop them from booting you, how can I put you back on the street? You'll have half the goons from the 2nd and 7th Directorates up your ass. Too hot to operate, worthless.

Look, Nash --- you don't need to worry. Your hall file isn't going to take a hit for this ---

I appreciate that you care about Marble, but Benford doesn't. He's uneasy with the emotional bond.

Look, this incident aside, all of our activity with Marble was going to have to be put on ice for the next 6 months to a year anyway ---

He's putting a KEYHOLE satellite over Vorkuta. Should be on station in 4 to 5 days and once it's there, Marble's people are gonna know they have a problem.

Company's in the shitter right now. Congress has our balls in a vice, the White House has a knife to our throat --- and Bush is a cunt. Wants to put some easy points on the board by giving the president an ace in the hole for the SALT talks ---

I was given direct orders by Benford. He didn't want to risk Marble holding back on this latest take.

That's just it, Nate, this isn't about you. The sooner you come to terms with that, the less painful this job's going to be.

I reached out to Marty Gable, I know he's your rabbi. If you want to be posted to Athens, he'd love to have you.

She refuses to defect. She's adamant about coming back, facing the music, so nothing happens to her sister.

We could've done that before this happened, but now --- there's just too much heat.

A large Dacha (country house) overlooks a rollicking retirement party for a GRU General. Music, kids playing, the top echelon of the Soviet complex getting shitfaced... Amid the older heavies is the new wave: KGB LIEUTENANT COLONEL IVANOVICH EGOROV, 36, unconventionally attractive, modish groove, cool confidence. He plays GO and observes the action while holding court at a table of young KGB and GRU sharks. A military vehicle pulls up to the party. Egorov observes TWO UNIFORMED OFFICERS get out and hurry to the most powerful person at the party, DEFENSE MINISTER SERGI GRENCHENKO. Taking Grenchenko aside, the Officers give him displeasing news. ANGLE ON KORCH: seated on the grass, eyes shut, basking in the sun. VERA, early-50s, radiantly cute, sits next to him. Korch looks over and sees her smiling at him and smiles back, delighted to see her. He tenderly kisses her hands.Charmingly awkward tension, like teenagers. Interrupted by A ROAR OF JABBERING, they turn toward a DEBAUCHED RETIRING GENERAL dancing and crying with a comrade. Vera chuckles...Seeing that Korch is clueless, Vera takes a brave breath, puts her hand on his and locks eyes with him.His surprise flits to delight -- which melts away when he's struck with the impossibility of it all. Reading his resignation as rejection, Vera fights back her vulnerability. Korch is about to apologize when a uniformed Soldier appears. Gazing across the party at Egorov as he watches Korch and other powerful men heading inside, sensing something's up. His suspicion is confirmed when a soldier approaches him.

I'm much better -- Larisa is still teaching in St. Petersburg and Svetlana's six months pregnant ---

I just wanted to thank you. The letters you sent after Pavel died meant so much. Knowing you'd come through the loss of Anya. (Beat) You helped me get through the worst of it.

Egorov steps into a cozy den and finds Korch; GENERAL ANDRE SOKOLOV, FIRST DEPUTY CHIEF OF THE GRU; two senior-level KGB DEPUTIES for counterintelligence and operations, and A DEPUTY FOREIGN MINISTER. Egorov's KGB seniors are irritated by his presence. Unruffled by their vicious glares, he nods at them respectfully. Grenchenko, The Defense Minister, rumbles in, sits at a table with six chairs --- everyone but Egorov joins him. In the center of the table, a basket of freshly-picked mushrooms.Easy to see that all but the Dep. Foreign Minister understands the ominous gravity of this revelation.Picking a mushroom from the basket, Grenchenko pulls out a pocket knife and slices it into pieces.The table contemplates. No one wants speak first. Korch, especially uptight, throws an acid glare at the KGB guys.Grenchenko looks at the KGB Deputy Counterintel.Everyone turns to Egorov. KGB guys furious that he spoke.The KGB men look like they want to eat Egorov alive.Everyone gets up and heads towards the door...Korch eyes Egorov intently as he exits room with the rest.

I've just received word that the Americans have positioned a KEYHOLE over the Vorkuta research complex ---

Multiple independently targetable reentry vehicles for heavy missiles.

MIRVs are a direct violation of the SALT treaty. If the Americans use this, it will undermine our position for the SALT II talks -- embarrass Chairman Brezhnev --

Yes yes, I'm not interested in discussing the consequences right now, only the cause --- of which there can only be one.

We've been compromised. And determinations must be made before I can brief the committee ---

Is this a technical breach? Have our communications been penetrated? Or --- do we have a mole?

Yes, Vladimir Korchnoi, but we found no conclusive evidence to support your concerns.

And now, comrade, is an American satellite conclusive enough for you?

Vorkuta is a military program, over which you asserted complete primacy.

Enough. If anyone else points a finger, I'll cut if off. I want a determination.

Vorkuta is one of our most secure programs. Everyone there is quarantined. Only a handful of the senior levels are even aware of its existence. (Beat) The probability is much higher for a technical penetration ---

What about this affair last week with the American ops officer, Nash?

Aside from the proximity of these events --- Nash went to extraordinary lengths to return to station --- risking his life on several occasions.

I don't believe he would've gone to such extremes to protect a mere line tap. Only a vital asset.

Have you read our assessment of Nash? The man is a sex fiend, a marginal operator ---

A marginal operator who managed to outwit a 65-man detail, evade a full- scale roundup and was out of pocket for more than 12 hours.

Yes, I read the report, and while noteworthy, I don't agree there's a connection.

Our resources would be better served focusing on a technical breach.

I want new security protocols implemented for every organ of the apparatus --- and your action regimes on my desk by tomorrow afternoon.

No one wants to contemplate a penetration of the top echelon ---

to hunt for such a traitor, is to hunt ourselves, which could cause much more damage than the mole ---

I am saying that most are content to take the good lie over the bad truth.

Vanya kept a ledger of everyone's dirty secrets. And when he retired, he gave it to his son --- who has used it most effectively.

I'm a blind man in a dark room looking for a black hat that isn't there.

We're going through everything, sweeping every trunk line, flushing the system with snares -- and nothing.

I'm beginning to fear we might have to confront the reality of a mole.

Not with this, but there is something --- you've heard of the walk-in in Istanbul?

Beyond impressive. Unprecedented. But his list of demands before he discloses anything else is preposterous. They get greedier and greedier every time.

Kaminsky was supposed to fly there and vet him, but his ulcer is bleeding again. Could you do it?

It was supposed to be in 10 days, but we can try to work it around your schedule.

Whatever it is, it can wait. We have something more important to discuss.

Your expertise made you the best man. And the operation was a tremendous success.

I have no knowledge of any such activity, but the fact that you think I did ---

But that backing was predicated on the possibility that it was a mole --- and now we know that it was not.

Last night the 2nd directorate followed an American operations officer to a manhole on Warsaw Blvd, near the Valensky Bridge. They detained him as he attempted to extract data recorders from a vital trunk line connecting the ministry with our Northern research facilities.

A technical breach leaves them all blameless --- the easy way out.

I just wish you would quit smoking. Your sister works too hard to ensure that you get the best care for a medical condition that is only exacerbated by cigarettes.

We have a penetration of the top- echelon, a mega-mole. And I suspect that Nash is the handler.

They are focusing their attention on a technical breach. (Beat) Rumor has it Nash has been posted to Athens --- I'd like you to go there and make an appraisal. Patterns, pathology, vulnerabilities, leverage. Can he be approached? Manipulated? Is he still operational with his Moscow asset?

I'm only interested in the expedient result. How you choose to get it is entirely your discretion.

Absolutely. While you weren't successful in converting the target into an asset, the outcome was still extremely beneficial to us.

You'll be naked. No diplomatic status, working without the knowledge of the Athens Rezident ---

I've arranged resources and support through an illegal apparat. They are already looking for him.

Do this and you have my word --- the Center will never put you on your back again.

Don't be. Elimination is still progress. Take him off the board.

But the fact that Nash is focusing on these useful idiots, November 17, could be advantageous.

If she is unable to get what we need her way, this gives us the cover for another option.

A deadly disease sometimes requires a dangerous remedy. (Beat) But it'll never come to that.

Let me ask you --- if your wife was deathly ill during your posting in London, and all you had to do was walk her down the street to a hospital to receive life-saving treatment ---

He had to watch her die because Kruschev felt it would be too embarrassing if her life were saved by a treatment developed in the west.

Did you see the daily brief out of Greece this morning? Benford is in Athens. As is Nash.

Korchnoi is traveling right now. I'd like to know where and why.

With all due respect, I believe your friendship with him is clouding your judgment.

Yes, but not yours. I'd like you to find out for me --- right now.

Viktor, such a beautiful boy -- your grandfather loves you dearly -- yes -- as he does all beautiful boys -- boys not much older than yourself. When you become a man, what will you think when you see the photos of your grandfather viciously sodomizing these children -- robbing them of their youth, their dignity, their lives? Will you still love him?

I've identified the most likely candidate, and he's been in Turkey for the last 48 hours.

Two nights ago Korchnoi was in Istanbul, only a two hour flight from Nash in Athens ---

It is our comrades with November 17 who procured him and will claim responsibility.

Thank you for your candor and cooperation. I'll be sure to give General Korchnoi your regards.

Egorov stands casually at attention in front of Grenchenko.Grenchenko eyes Egorov coldly, realizing what he's saying.

I never authorized you to conduct a search of General Vladimir Korchnoi's home!

And you're basing this on what, a book of poetry?! Korchnoi has dedicated his life to the service of this country. One of our great heroes -- and the staunchest of hardliners.

We've all had to make terrible sacrifices for this country. Except perhaps you.

And I believe your lust for power is clouding yours. This is Vladimir Korchnoi you insolent little prick --- and you bring me this circumstantial shit!? Unless you have overwhelming, incontrovertible proof, I don't want to ever hear you utter his name again.

I told you what would happen if you made this attempt and failed.

David Bowie's "Quicksand" on a stereo in the next room. CLOSE ON A HUGE PIECE OF BLANK PHOTO PAPER in a tub of developer, under the hue of a red safety light. A black and white image materializing... We only catch a glimpse... PULL BACK TO a small home photo lab. TATIANA EGOROV, early 20s, pixie hair, artist vibe, in jeans and t-shirt, looks on. A timer RINGS. She transfers the photo to a stop bath. Appraising her work, she smiles excitedly.

Dom, wearing only panties, stands at the sink, washcloth and soap in hand. The water is running. She stares at the bathtub -- lost in the trauma-trance of a bad memory.Dom doesn't notice Tati come in and give her a worried look. Tati gives her big sister a deep hug from behind.

As Tati leads Dom into a spacious, Bohemian room, we see the walls are covered with Tati's photos: of their family, their lives, and many of a younger Dom as a ballet dancer. Tati directs Dom to the photo drying on a line: a Diane Arbus- like portrait of a big old, rough-and-tumble Russian woman with no legs in a wheelchair, laughing so hard she's crying. Anxious about Dom's opinion, Tati lights a cigarette. Absolutely enthralled by the photo, Dom snaps out of her spell and we see her smile for the first time.The sisters share a smile of gratitude and love for each other. Dom puts her arm around Tati, kisses her on the head. A KNOCK ON THE DOOR. Tati flits over and looks through the peep hole, goes rigid. Turns to Dom.Dom frosts over. She turns the music off.She disappears into the other room as Tati opens the door, allowing a casually dressed Egorov inside, a leather folio under his arm. He gives her a hug and kiss.Egorov spots the hanging photo, smiles.Egorov notices Dom return, now in clothes. He smiles warmly at Tati and plucks the cigarette from her hand.Tati throws Dom a worried glance and splits.LATER: Dom is sitting at the table, poring over files from the folio, while Egorov meanders around the apartment, perusing the pictures of Dom on the wall. He stops at a family photo, when Dom and Egorov are in their teens ---He turns to Dom with a subtle, carnal look.Dom knows that he's eyeing her, but she doesn't look up.Egorov nods in agreement and takes a seat next to Dom.Egorov packs up the files back into his folio.Egorov stands to leave.Crossing to the door, Egorov opens it, turns to Dom.Dom nods.

The depth and detail of the moment --- the joy triumphing over the tragedy --

He's a competent operator whose talent lies in making us believe he is incompetent.

I don't know the city, the language. I can't operate without any support ---

Yes. The trip was extremely effective. I was able to accelerate the pace and establish an emotional dependence.

We went to the cinema and then dinner last night. I was with him until this morning.

I'm always terrified --- that one day you'll come back and there'll be nothing left of you ---

I'd rather be sick and struggling than to live with this. Whatever it is you do, I don't want you doing it for me ---

Tati's hanging on the front steps of a building with a GROUP OF FRIENDS. She's smoking, uptight, looking down the block --- She watches as Egorov exits her apartment building, gets on his motorcycle and peels away. She starts to head back home.

Tati comes in, sees Dom packing clothes into a suitcase---Pulling Tati into hug, Dom tries to restrain her own emotion.Dom abruptly breaks the embrace, forces Tati to look at her.

The deck of a car ferry from Italy. Nate's kicking it on the hood of his beat-up Lancia Fulvia S3, gazing out at the majestic Greek coast. A stunning day, everything wide open.

Nate pulls his Lancia into the immigration station, on which hangs a "Welcome to Greece!" sign in various languages. He parks, gets out and approaches the IMMIGRATION OFFICER inside.

The Lancia cruising a picturesque country road. Cresting a hill, Nate pulls over, gets out and admires the view. A half mile ahead, the ancient ruins of CORINTH ignited by the setting sun and the sparkling Gulf of Corinth.

A sleepy fishing harbor. Nate ambles up to a quaint waterfront cafe, scans the candlelit patio --- and then a loud WHISTLE. Nate locks onto a stocky man getting up from his table where another man is seated. Clearly drunk, the stocky guy lumbers towards him, suddenly trips on a crack and falls into an empty table -- the man and table crashing to the ground. Nate comes over, grins down at MARTY GABLE, the CIA's Deputy Chief of Station for Athens. In his late 40's, Gable's a grizzled chain-smoking, hard-drinking pit bull from the Bronx.Nate helps him up and they bear hug it out. Gable leads Nate back to where JAMES FORSYTH, the CIA's Chief of Station for Athens, is seated. Forsyth, 50s, is lace curtain Irish: suit and tie, practical, intelligent. The men are done with dinner.As they sit, Gable sees Forsyth appraising Nate.Nate just shakes his head at Gable. Looks to Forsyth ---Forsyth gets up, shakes with Nate and walks out. Once he's gone. Gable wobbles to his feet, drops the bill on Nate.

I liked what I read in your hall- file. And Marty's obviously told me a lot about you. (Beat) Heard you had a rough ride out of Moscow.

No, literally, he has no balls --- got 'em blown off in Korea. Never trust a cock who can't cum.

Guy comes home from a movie with his wife -- the GODFATHER of all things -- and gets gunned down on his doorstep. A fucking Chief of Station!

No love lost --- I hated Welch's guts. Best thing you can say about the prick was that he was cheap --- but that's besides the point.

This is a street thing. Nobody greases one of our people, let alone a chief, and gets away with it ---

Call themselves November 17th --- after the bloody uprising at Polytechnic University in '73 --- was sorta like this country's Kent State ---

Yeah, students backed and trained by the Sovs --- they're using these kids as provocateurs.

They're punks, but smart punks. Fuckers rob banks and move heroin to finance their operations ---

We've tried, but Moscow's got deep hooks into Greek intelligence. And it's been impossible to develop our own assets on the street.

Every one of our guys who's tried to work this scene has gotten made the second he walks in the door -- they're all too fucking square -- and these kids can smell that shit a mile away --

But you, you don't look or stink like a spook. Maybe they don't see you coming.

We want you to stay away from the station, the embassy, DIP circuit --- Anyplace that any of us hang out at is out of bounds for you.

All we want you to do is work these kids, develop us some assets.

We're not asking you to be. You won't be on the DIP list, but we fixed it so you have immunity.

Well if you're looking for sympathy, the only place you'll find it is in the dictionary, somewhere between shit and syphilis! Anyone who's worth anything has flamed out of station at one time or another. It's how you come back that makes you --- so get your head outta your ass and back into the game and ring the fucking gong on this thing.

Hey, all the reasons they hated you in Moscow is why we love you here. Make the most of it.

Shut your dick-trap and relax. You'll get a chance to open it soon enough.

You're gonna love it here in Athens --- great food, a lotta action and dirt- cheap whores ---

Just don't ever go down on any of 'em -- be like sucking cock by proxy.

I want Christos --- everything else is pickles and tits. So get with the program, unless you wanna be sent back to shitsville U.S.A., a fucking floorwalker.

No, I'm not gonna risking it -- you have the perfect setup. You go away to this hippie island.

Have a great time. Fuck, suck, play. Prime him. When you get back, you put him in the harness and we start to drill down on his cunt cousin.

The fuck do you think? Blue Orchid, same kind of junk N17 is moving. Before you leave for your trip, you stash this in the kid's apartment.

This is the number for Captain Harry Haridopolos, our guy in the Athens PD. Call him, tell him you're a friend of Mister Fenwick. He'll understand. Set up the bust for when you get back.

Kid's going in the system, Nate. You either run him, or someone else will.

Haridopolos said he was just followin' the instructions you gave him.

'Cause your heart wasn't in it. You didn't want to put the kid in the harness --

You picked a helluva fucking day to bug out. Gonna take you hours to get to the airport ---

She dumped our coverage, went black on us last night. Probably back in Moscow by now.

Reach out to me whenever you get to wherever the fuck you're going.

Greek intelligence, fucking oxymoron! If it was raining pussy you'd get hit with the cock!

Shut your dick-trap and listen to me! Anything happens to our guy Nash, if he isn't returned to us in perfect condition within 24 hours, bodies are gonna start dropping and this cold war's gonna go very fuckin' hot.

Will you stop with the bitching? You're giving me a fucking nose bleed.

I was standing right next to her at the pay phone. They bought it hook, line and sinker. Think she's underground, on the run.

What's not to buy? She delivered Korchnoi to them on a silver platter.

They're gonna turn her into the superhero of every little girl and the wet dream of every little boy. She'll be bulletproof, the Center's new star.

Actually, we didn't want you involved at all, but it's the only way she'd let us put her in the harness ---

We don't have time to deal with it right now, but we are gonna deal with it, and I'm gonna put you on the box.

She's got to go back a hero, Nate --- But there's only one way for her to do that.

He's upstairs. We had some dinner brought in for you both. Let's talk in the morning. Get some rest.

Gable throws a sympathetic arm around Nate as they stroll down a quiet street.Reaching his car, Gable takes out his keys, unlocks trunk.Gable opens the trunk and Nate's stunned by what's inside.CAMERA WHIP PANS WITH GABLE TO THE TRUNK revealing a SHORT FAT MAN whose arms, legs and mouth have all been duct-taped.The Man thrashes about, trying to yell through the tape --- Gable punches him in the face.Nate shaking his head at Gable in disbelief.Gable grabs a gym bag out of the trunk, slams it shut and flashes Nate a sheepish grin and shrug.Getting in behind the wheel, Gable starts the car and rolls down his window.With that Gable tears out into the street, leaving Nate standing there with the bag.

Dom hands a SWISS PASSPORT to an IMMIGRATION OFFICER -- name on it is DOMINIQUE JUNET. He thumbs through it. Stamps it.

Dom drags her bags into a small but pretty apartment. She takes the place in and is pleased. She opens the doors to a small balcony, her eyes electric as she takes in the spectacular view --- the hard white light, the stark contrast of ruins amid the bustling metropolis, Lykavittos Hill and the Acropolis looming in the distance.

Dom stands at a news kiosk across from the square, perusing the periodicals while keeping an eye on the swirl of traffic. Glancing at the clock, 7:01 --- Dom heads to the curb and waves an approaching TAXI, it pulls over --- she gets in.

Dom finds ELENA NIKOS sitting in the back. Elena, mid-30s, is earthy, soulful-looking and 5 months pregnant. PAULOS, 20s, with a beard and long hair, is driving. Next to Paulos is GEORGE NIKOS, 50s, Elena's swarthy pig of a husband. He eyes Dom with a mix of desire and disdain --- wanting to fuck her but not take orders from her.Paulos pulls into traffic --- Dom vibing a whole lot of tension and suspicion in the car ---

We covered the hotels, The American Club, safe-houses -- he hasn't been to the embassy -- has yet to be filed on the diplomatic list ---

But immigration registered his car, which we finally located in the Exarcheia district, where he's taken a room --- among the "ists".

Anarchists, student activists, revolutionists, communists, terrorists --- they all call the Exarcheia home.

They're at the Polytechnic rally, but Paulos has lost sight of them ---

Luck is the residue of skill, experience. I never would have thought of this ruse ---

His name is Christos Kostas. He has been involved in several para-militant groups in Athens. Last I heard, he was aligned with November 17th ---

We are the only ones who can truly feel the future, because we give birth to it, yes?

Hard to resist a bad boy that's a good man. (Beat) I assumed that were a sparrow --- but you're an operations officer, aren't you?

You know, I wasn't pressed into service. I do it because I have faith in the Marxist ideal. I've always believed in the cause despite feeling that the cause never truly believed in me ---

Until this moment, I never thought they would see us as something more than just a wife, secretary or whore ---

I can't remember the last time there was a summer storm like this in Athens ---

It's been 11 hours since you got back -- where is he? What is he doing?

I hope for your sake that his act of conscience doesn't cause his superiors to send him back to America ---

If what you're saying is the truth --- then how come you don't defect? Why doesn't everyone defect?

There's only one reason why a CIA would settle here. He's talent spotting. Hunting for an access agent.

A fool's errand. The people here distrust Americans almost as much as they despise fascists. No one will go anywhere near him...

The Center activated us outside the normal channel, ordered us to operate without the knowledge of either our Line N control or the Rezident. Why?

Do you really think I've survived this long by blindly following any order given to me?

The taxi navigates the rough and tumble streets of Exarcheia, the heart of the city's counter-culture scene. Anti- imperialist/anti-American graffiti and posters everywhere...The taxi slows as they approach a tree-lined street of dilapidated apartment buildings.Dom looks out at a three-story pink Neo-Classical building as they pass by Nate's street.Dom shoots him a severe look.George throws a menacing look at Elena to keep her mouth shut, then turns back to Dom.CUT TO: CLOSE ON OPENED DOSSIER OF LT. COLONEL IVANOVICH EGOROV: The turning pages of a dossier chronicling Egorov's family --- career ascent in the KGB -- assassinations, torture, sabotage, etc. News clippings and photos painting a disturbing portrait ---

He knows the language, is familiar with the city. He's posing as one of them, an "ist" --- spending his days at record and book shops, university campuses --- his nights at the clubs, galleries and cafes ---

Korch sits at his desk, smoking, flipping through this thick file, uptight. He rests his cigarette in an ashtray. He shuts the file, lights another cig, but realizes he still has a lit one in the tray. He stomps one out. Korch paces anxiously. Finally he grabs one of the 8 phones on his desk ---

A small auditorium with windows overlooking Khondia airfield. An imposing COLONEL stands in front of a film screen addressing THIRTY EIGHT young, freshly-minted GRU OFFICERS.The young officers look to the lone building with a large brick smokestack on top, the tinge of fear in their eyes.The Colonel pushes a button on a console, black out curtains cover the windows, the room goes dark -- a scratched, black& white film plays with no sound: a MIDDLE-AGED MAN, terrified, secured to a stretcher --- this man is COLONEL OLEG PENKOVSKY.Penkovsky is positioned feet first on a conveyer belt that feeds into a roaring furnace. The belt is switched on and he starts inching towards his fate -- silently SHRIEKING, brutally SLAMMING HIS HEAD BACK -- straining with every muscle to escape, TEARING HIS OWN TENDONS, BURSTING BLOOD VESSELS, nose bleeds -- Penkovsky's feet slide into the flames. As the officers in the room watch in horror, Korch watches with a fatalistic resignation. The Colonel strides around the room to Korch, salutes and then cuts a smile.

Look out the window. The smokestack, you all know what it means.

It's a ruble to get into the GRU --- it is two to get out. This is something you must never forget.

Penkovsky forgot. Penkovsky thought he was smarter than us. But we caught him just as we do all traitors. And if you betray us, you will end as he does --- on the conveyer belt.

They'll remember this more than the words. (Beat) What brings you down here?

Nate sweating his balls off in brutal heat as he makes his way through the down and dirty streets of the Exarcheia --- a watermelon in one arm and a grocery bag in the other.

Nate turns onto his block. People are hanging out on their stoops in the tree-shade, trying to beat the heat. He crosses to the steps of his building. The old SUPER and his BUDDY sit under a tree by the stoop playing backgammon. Kicking it on the steps is LUKA KOSTAS --- early-20s, groovy student/artist vibe. He's sketching something on a pad. Hiking up the stoop Nate collapses onto the step above Luka, who hardly acknowledges him, and catches his breath...Nate peeks over Luka's shoulder, sees he's sketching the face of a stunning brunette. Luka ignores him. Looking across the street, Nate sees the brunette, ALEXA, on her building's steps gossiping with her college friends ZOE and THYIA, all free love flower girls.Annoyed, Luka glances back at Nate and closes his book.Luka takes out a joint, sparks up. The Super yells at him in Greek to stop -- Luka just takes another hit. He can see Nate eyeing the joint longingly with a grin but ignores him.Nate cuts a piece of watermelon. Slurps as he eats it -- trying to annoy Luka --- and it's working.Luka knows Nate's trying to tune him up, won't take the bait.Nate see this piques Luka's interest. But Nate's attention is drawn across the street. A light bulb goes off. He heads to his car, pops the trunk, rifles around, pulls out a wrench. Nate struts past the curious girls, stops at a fire hydrant and tightens the wrench around its bolt.Heaving on the wrench with all his strength, he emits wild, primal GRUNTS. Everyone eyes him like he's crazy. The bolt gives. A geyser ROCKETS UP. Nate basks under the downpour. The KIDS are the first to join him, then the girls and finally people from all over the block. Nate returns to the stoop, soaked, a shit-eating grin, sits next to Luka, who's not giving Nate anything.A soaking wet Alexa and the voluptuous Thyia skip over and greet Nate and Luka with smiles.Alexa and Thyia return to the water --- beckoning Luka and Nate to come. Luka gives Nate a grin, hands him the joint and joins them. Nate smiles as Luka gambols with the girls under the water. CUT TO: POV CAMERA: Snapping shots of Nate...

There is a big march on the American Embassy in a few weeks --- We want the U.S. military bases out of Greece ---

It's okay, it's okay, he's with my cousin. He just doesn't know me.

I appreciate that, but you have no idea who you just messed with ---

And who can blame us? Greece is the birthplace of democracy --- and what does your government do? They undermined Papandreou and supported the junta -- fucking fascists! Do you have any idea how many people were killed and tortured under the reign of the Colonels?

She told Zoe she lives in Geneva --- just here for the summer, borrowing a friend's flat ---

No, he's my dad's brother's son. We were raised together after The Colonels killed my uncle in prison.

He used to be. He's just really angry now. Even though I understand why, I don't like being around it.

A paradise for artists, dreamers --- trust me, you will love it...

I swear to you I have no idea what's going on right now. I've never gone near the drug.

He's into a lot of things that I don't want to know anything about.

That's insane. If Christos did this to me, I'm going to confront him.

Please, enough of the politics! Can we all just go and do something fun?

When performing fellatio on a man, I sometimes think what it would be like to bite off his penis.

They are not coming. Zoe's got a allergy rash. Thyia met a boy ---

We spoke to Zoe. The Police were in his flat, they're looking for him.

A rundown, 5th floor apartment diagonal to Nate's building. In T-shirt and shorts, a sweaty Dom stands behind a tripod- mounted, long-lens camera aimed through a ragged hole in the curtains, which are half-drawn in front of open balcony doors. Dom wears headphones connected to a sophisticated, tripod mounted shotgun/laser microphone aimed at Nate through another curtain hole. The Mic is also wired to a tape recorder. George watches Nate through binoculars, shirt open. Dom gives him a look that says "Guess you were wrong."On the wall behind Dom is a map of Athens with pins indicating locations Nate has been --- and various surveillance photos. Snapping a few shots, she steps away from the camera, makes notes on a pad of paper. George eyes her lecherously.He steps towards her, swipes a finger down her arm to wipe off some sweat. Dom just continues to jot notes.George steps even closer.He slides his hand over Dom's crotch. She looks at him, coolly, completely disconnected. He pathetically tries to arouse her, but it's not doing anything.Humiliated, George pulls away.Dom just returns her attention to Nate.George grudgingly follows her order.

Luka, Alexa and four of her girlfriends from the stoop are waiting outside. Luka yells up to a second floor apartment.

A spartan studio flat with a kitchenette and bathroom. Nate moves to the entry alcove. Places a small ball bearing along a groove in the floor, about 15 inches in front of the door. Nate slips out the door without disturbing the ball bearing.

George is on a rooftop on the corner of Nate's block. Using binoculars, he watches Nate, Luka and the girls turn onto a bigger street, joining a flow of KIDS moving in the same direction. George calls into his walkie talkie.

Nate, Luka and the girls are among the streams of people entering the campus of Athens Polytechnic University. Nate notices a lot of people carrying anti-American posters...CAMERA PANS to Paulos embedded in the throngs, watching Nate and the others enter the campus.

Elena puts down her radio, turns to Dom.Dom grabs her purse and leaves.

Dom hears the TV in the Super's apartment. Removing her sandals, she creeps up the creaky steps to the 2nd floor.

Moving to Nate's door Dom pulls a small flashlight and magnifying glass from her purse, scans around the doorframe -- stops when she finds Nate's trip: a strand of hair stuck across the gap between the door and the frame. Dom pulls tape from her purse, tears a tiny strip, and places it over the hair. She then retrieves lock picking tools, quickly picks the lock, nudges the door open and slips inside.

Dom steps into the middle of the flat, takes everything in. Pulling out a Polaroid, Dom rotates as she photographs every inch of the place.

Nate, Luka and the girls are among thousands of young people crammed into the quad facing a stage with banners touting the rally sponsor: the Communist Youth of Greece or KNE. The young, passionate KNE LEADER on stage gives a fiery speech -- riling the crowd up. A dormant ROCK BAND waits behind him.A pack of 6 ANARCHIST THUGS, more hardcore than everyone else, aggressively pushes through the crowd. As they pass, Luka recognizes the pack leader, CHRISTOS --- Nate clearly recognizes him too.Luka reaches out to grab Christos in a friendly way, but gets shoved back so hard by one of the Thugs that he falls on his ass. Nate jumps in and DECKS the guy --- Four of the other Thugs move on Nate and a brawl erupts. Nate, screwheaded gleam in his eyes, enjoys scrapping it up. Luka and Christos break it up. Luka pulls Nate away, Christos pulls his guys back while Nate and the Thug he suckerpunched shout at each other ---Nate watches Luka cross over to Christos and they hug it out. Alexa and the girls approach Nate, concerned.Christos eyes Nate while having a heated discussion with Luka about him. His Thugs throwing dangerous glares. Christos and Luka share a soul brother handshake and Christos and his crew disappear into the crowd. Luka returns to Nate, fear in his eyes, shaking his head.

KITCHEN: icebox, shelves, drawers, etc. Under the sink Dom finds serious water damage from leaky old pipes. CLOSET: Dom spritzes NPPD spydust on Nate's clothing and shoes. BATHROOM: Dom checks toilet, sink. For loose tiles. In Nate's Dopp kit: condoms, bottles of Dexedrine, Valium.

On stage, The KNE LEADER wraps up his speech, militantly waving his fist and chanting in Greek "OUT WITH THE USA!!!" The crowd joins in, fists in the air. A MILITANT unfurls an AMERICAN FLAG on stage. The KNE Leader sets it ablaze -- the crowd ROARS in approval just as the band erupts into a Greek cover of Zeppelin's "Dancing Days." The frenzied place goes insane, dancing, jumping, screaming... Nate takes in the scene: dazed, confused and disturbed.

BEDROOM: Dom looks through Nate's backpack. Nothing worthwhile. About to return it, she feels the thickness of the shoulder straps, inspects them. Finds a hidden seam, carefully opens it and stashed in the padding is a wad of cash and Nate's diplomatic passport. In the other strap, another wad of cash and a mugshot, of Luka's cousin, CHRISTOS. BEDSTAND AREA: A European Playboy on top of a stack of books. She photographs each before flipping through them, increasingly surprised. She photographs the last book, Pavel Markova's poems, in Russian. She looks at it curiously, but doesn't recognize it. Dom reaches into her purse for her radio. Calls in.

Luka, Alexa and the girls all chat as they meander through the neighborhood. Thyia notices Nate off to the side, quiet.Excited, the girls hurry ahead chatting. Luka hangs back, putting an apologetic hand on Nate's shoulder.

And still your government continues: in Chile, Iran, Vietnam, Cambodia ---

How are we to know different, mystery man? You tell us nothing of yourself ---

Dom checks the flat against her Polaroids. Satisfied, she puts them in her purse and moves to the entry alcove. She swings open the door -- and knocks the ball bearing into motion. Dom hears it ROLLING. Seeing the tiny ball, she seizes with the dreaded realization that she just hit a second trip. Closing the door, she picks up the ball, tries to figure out where it was placed, but there's no way to know. She's fucked. Suddenly struck by an idea -- Dom moves to the kitchen area and kneels under the sink...

Looking far down the cross street, George spots Nate and the group approaching, calls into his radio.

As Dom hurries down the stairs, she can hear the Super inside his apartment excitedly stomping about CURSING to himself. P.O.V. SURVEILLANCE CAMERA - CONTINUOUS Watching Dom leave Nate's, cross the street and disappear down the block. CAMERA POV PANS down block, locks onto the shapes of Nate and gang as they turn onto street and head towards us.

Elena peering into camera. Dom rushes in, Elena looks up ---Elena doesn't understand. Dom dashes over to the shotgun mic --- in her rush to grab the headphones, she accidentally knocks over the mic tripod. As she scrambles to pick it up ---

Nate and Luka walk to his flat. Noticing the hair is gone, Nate subtly tenses up. He puts his key into the lock, realizes the door's already open... The men share a look as they enter. In the alcove they see water on the floor -- hear GRUNTS and tools scraping. Stepping into the flat they find more water and the Super under the sink trying to clamp a leaking pipe.

Dom holds the mic like a gun, aiming the scope through the curtain hole on Nate's apartment window. Elena's right next to her with the headphones so they can both listen...Elena takes a breath of relief. Dom lowers the mic, sets the tripod back on its legs. Although a crisis was averted --- Dom's still coiled with acute tension, furious with herself...Elena is struck by the intensity of Dom's self-rage and fear. Dom quickly collects herself, grabs her purse, takes out the stack of Polaroids --- lays out a photo of Christos's mugshot.

Pipes leak again! Water comes through my ceiling --- now please, help --- hold this tight so I can stop ---

A weary Korch sits alone finishing dinner. He sees Sokolov, the First Deputy Chief of the GRU from the earlier meeting, carrying a tray, looking like a condemned man. Gesturing Sokolov to sit, Korch eyes him with concern.Sokolov manages a derisive smile.

Morning traffic swirls in front of the KGB's neo-baroque headquarters. EGOROV on his motorcycle zips past the line of Lada limos entering the secure parking --- and heads down the street to a nondescript KGB administrative building.

Carrying a large pastry box in hand, Egorov heads down a basement hall to a secure door. He types in a code to the keypad lock --- the door buzzes open and he enters...

The mole hunt command center is a large, open room cluttered with desks, file cabinets, and cots. The walls are covered with various investigative matrixes, link diagrams, etc. One wall is dedicated to the eight remaining suspects with their photo at the top of a long column of key biographical data. Egorov's 2nd in command, LIEUTENANT BORIS KOSOLOV directs a team of FIVE WEARY YOUNG ANALYSTS evaluating reams of data. Giving the pastries to his team, Egorov looks to Kosolov.Kosolov nods to one of the Analysts nearby.Egorov unlocks the door and enters his office --- The Analysts take Nicoleyevsky's photo and info off the board. Two columns over is KORCHNOI's photo and profile.

But not the opportunity. We finished reconciling his movements with the timeline --- too many discrepancies. It's not him. I'm sorry.

The collected poems of Pavel Markova. And in Russian no less. Interesting.

The Order of Suvorov. Never thought I'd see one of these in person.

A small, spartan space. Egorov moves to a hulking computer/telex terminal with a flashing indicator. He takes a key from around his neck, inserts it and turns. Types in a command. The printer starts chugging out a message. Ripping it off the printer Egorov sits at his immaculate desk and after reading it carefully, makes some notes. He waves the waiting Kosolov into his office.Egorov slides him the Telex printout. Kosolov reads it.Surprised, Kosolov throws him a grave look, are you serious?Egorov stares into the burning light bulb on his lamp. After a long, unwholesome beat --

Under the imposing shadow of the Acropolis, The Plaka is a maze of cobblestone streets lined with patinated neo-classical buildings, a quaint, stunning Bohemian wonderland. Casually elegant in a simple, sexy white kaftan, African beads and sandals, Dom strides towards the gates of a crumbling, walled-in mansion under renovation. A sign outside reads: TAKIS GALLERY - KASTIMBALIS - FIXED METAMORPHICS. Some PEOPLE are hanging outside while others flow in and out of the front gates. A friendly, laid-back vibe. The exotic, jazzy Ethiopian grooves of Mulatu Astake emanating from the courtyard inside. Dom steps through the gates.

A ruinous courtyard packed with the Athens's Bohemian jet set, everyone circulating amongst the hulking, dramatically- lit sculptures, primitive moderns hewn out of basalt. Dom takes in the scene then slowly moves clockwise around the courtyard's edges -- casually scouting for Nate. She spots him hanging with Luka, Alexa, Zoe and Thyia. Moving closer, Dom peruses the sculptures while stealing glances at Nate, observing him having a great time. Easy to see his group's blithe and vibrant camaraderie.

A dim, dead-end corridor, Nate rolls up behind a flirting COUPLE waiting by a closed door. Finally a man comes out and the couple goes in. Nate's annoyed, really needs to piss. Dom suddenly appears, getting in line behind Nate. Although he tries to play it cool, he's clearly struck by her beauty and vibe. He gives her an easy "what's up" nod. She nods back. After a beat, something catches Nate's eye -- a small, barely noticeable sentence, hand-scrawled in Greek along the wall in front of them. Nate breaks out in a luminous smile --And suddenly we HEAR the carnal giggles, moans and grunts of the couple going at it in the bathroom.Annoyed and desperate, Nate raps on the door. The couple inside yells a "FUCK OFF" in Greek, resumes their stride.UPSTAIRS - MINUTE LATER: Dom and Nate search the darkness of the mansion's 2nd floor which is gutted and in shambles. Dom stumbles over some debris and Nate smoothly steadies her.They finally locate a pitch-dark bathroom with a door that won't stay open. Feeling just inside, Nate finds and flicks on a light switch, illuminating a single bulb -- but the switch is broken and won't stay on unless held.Dom heads in while Nate holds the light on. He whistles to give her some cover as she tinkles --- DOM AND NATE COMING DOWN STAIRS - MINUTES LATER: Nate squares off and locks eyes with Dom when they reach the bottom --- she catches the subtle smirk beneath Nate's lips.Nate's smirk opens up into a charmingly goofy but direct smile --- she holds his gaze without returning the smile.As Dom moves back into the packed courtyard, Nate tilts his head to admire the swing of her ass ---

Emerging from the gates, Dom cuts through the throng of people hanging in front of the gallery, heads down the street alone ---Dom turns, sees Nate, Luka and the girls among the crowd --- Nate comes over.MUSIC and LAUGHTER carry us into ---

A taverna in the Plaka's old quarter. Dom, Nate, Luka and girls sit at an outside table --- eating, drinking, laughing -- getting hammered on Ouzo as they play 2 truths and a lie. Across the street, an OLDER WOMAN in a wheelchair playing accordion and a TEENAGE BOY on violin provide the soundtrack.Nate and Luka exchange a look. Giggling, everyone debates which statement was the lie --- and then come to a consensus ---Everyone but Alexa takes a shot.The table giggles...Dom does her shot... And the whole table looks to Nate.The table cracks up and confers, struggling for consensus...Everyone laughs and drinks --- LATER: the buzzed group leaving the taverna in high-spirits...Nate stops to toss the musicians money -- and suddenly from the tree above, A BIRD TAKES A HUGE SHIT ALL OVER HIM. The wheelchair woman EXPLODES with wild raucous laughter and Luka and the girls quickly join in --- then Nate... Pierced by the image of the wheelchair woman in hysterics, Dom looks at everyone else laughing --- and then something happens --- she just lets herself go, and laughs.

The ruins of an ancient amphitheater at the base of the Acropolis have been converted into a 1970s rave -- HUNDREDS OF BAREFOOTED YOUNG PEOPLE dancing wildly on stage or along the tiered benches to Roxy Music's "Both Ends Burning". Amid the pulsing, sweaty crowd, Nate, Luka and the girls let loose -- as Dom moves with them, something powerful is being unleashed inside her -- a joyous, vital force -- that is taking her out of her mind and into her body. And the deeper she goes, the more amazing her dancing becomes... LITTLE LATER: Everyone funking out to Sly and the Family Stone's "Loose Booty" --- but Dom's on another level -- flowing with a hypnotic, unbridled expressiveness and power that electrifies everyone around her, especially Nate. LITTLE LATER: Blown out, Nate and Luka emerge from the dancing mass, climb high up on the tiered benches and look down at the girls grooving to T-REX's "20th Century Boy".Luka sparks a joint, tokes, and passes to Nate, who takes a hit and looks around, taking everything in --- and catches something in the crowd.Nate passes the joint back to Luka.

Exhausted but happy, the group shambles down a larger road towards the Plaka.Nate tries to wave down an approaching taxi but to no avail. The group walks ahead, giving Nate and Dom space. They lag behind, quiet, side by side --- a palpable, unusual attraction between them. After a long beat ---Dom glares at Nate, trying to restrain her astonishment...They exchange a smile as another taxi appears --- Nate waves and it stops. The girls smother Dom with hugs and kisses, saying how much fun they had, they need to hang out. Nate sees them exchange phone numbers. Then the group gives Dom and Nate some space. A crazy tension --- Dom off-balance, genuinely vulnerable -- Nate's easy -- he opens the Taxi door for her.Nate breaks the tension by gently easing Dom into the taxi and closing the door --- Watching the taxi head down the street and disappear around a corner, Nate smiles inwardly as he heads back to the others.

Dom's rattled with conflicting emotion, struggling to get control of herself. She looks at her trembling hands, unnerved by her reaction, thinking, "what's wrong with me?"

Gable's car parked on a nondescript street. Nate sits next to Gable, who's chain-smoking.Gable reaches into a secret compartment under his seat and pulls out a small, cellophane-wrapped brick of heroin.Nate takes the drugs. Gable writes a number on a piece of paper, hands it to Nate.Nate shakes his head over how fucked up it is.

The half-light of dusk. Miles Davis' "Sketches of Spain" churning quietly on the tape deck. Elena's sitting at the table knitting a baby blanket. She watches Dom move through a series of ballet stretches. Exhausted, Dom gets up, checks camera, then her watch. Sitting at the table, she drinks some water.Elena stops knitting, keels forward a bit.Elena takes Dom's hand and puts it on her stomach to feel the baby kicking. A deep moment. Dom's face softens.Dom removes her hand from Elena's tummy and after a hesitant beat, nods. Elena smiles, stunned and impressed.Elena gently forces Dom to look at her.

Nate moves through the Monastiraki flea market, crosses a street and enters a cafe.

Nate's at a pay phone next to the bathroom. He dials the number off of the piece of paper Gable gave him.

Nate and Luka wait in Nate's car. Luka checks his watch, leans across Nate and HONKS the horn. Alexa runs out from her apartment and gets in the car with her bags.Luka cuts Alexa off with a glare.Nate starts driving.

A ferry heading out of port. The trio cuts through the packed lounge, scanning for seats. Finding a spot on the floor, they start making camp. Alexa suddenly spots something, smiles and starts waving, trying to get someone's attention. Nate turns around and sees Dom in the crowd. He's stunned, caught totally off guard.Alexa flashes Nate a little "surprise!" Look --- and then she and Luka greet Dom with an excited kiss and hug.An awkward beat of tension between Nate and Dom.Another uncomfortable beat of inaction. Sensing the uneasiness, Luka pulls everyone into a group hug.

KORCH'S ASSISTANT types at his desk. Across from him is a DIPLOMATIC COURIER, an armored briefcase handcuffed to his wrist. An ARMED ESCORT waits next to the Courier. Korch rumbles in and everyone stands at attention, salutes.

Seated at his desk, Korch dials the combos to the case's two locks, opens it. Inside is a security envelope with wax seals. He opens it, pulls out a typed report and photos -- all of which are stamped on the back with a unique code. Korch reads the report, then peruses the pictures -- he stops on one photo, grabs a magnifying glass, and inspects the image -- his interest suddenly shifts to concern. Korch quickly moves to his safe -- unlocks it, grabs Egorov's dossier -- slaps on his desk, rifles through it until he finds what he's looking for. Korch sits back disturbed, unsure what to do.

HIGH ANGLE OVER a small, colorful fishing boat chugging across the brilliant Sea of Crete, parallel to a remote island, an epic coastline of volcanic rock. Perfect day.

The boat's deck is jammed with supplies. Luka and Alexa are half-asleep. Dom sits nearby, looking over at --- Nate kicking it with STAVROS, 60s, a village fisherman-turned- hippie, whistling as he steers. Nate joins the whistling. They round a bend. A mile ahead, a COLOSSAL WHITE PUMICE ROCK FORMATION juts out of the coast, the size of a six story building, blocking the land behind it. Stavros nods to it.Luka and Alexa wake. They all move to the bow, gaze at the rock. Dom squints, shading her eyes from the sun, so Nate puts his bucket hat on her. She thanks him with a look. They spot the silhouettes of PEOPLE on top of the rock standing up, waving at them. As they finally come around the rock, Tryphosa is revealed: A natural, horseshoe-shaped harbor framing a perfect beach. Abutting one end of the beach, the massive rock face is honeycombed by a matrix caves converted into into hippie dwellings, squatters emerging from them like a motel. Behind the beach is a tiny village of flagstone streets and white-washed, minimal houses nestled along the slopes. Bordering the other side of the beach is another, taller white rock formation. On top of it are TEMPLE RUINS. At the base of this formation is a natural quay and a plane of smooth rock jutting into the water, with SUNBATHERS laying on it. MAMA'S TAVERNA edges the beach. Painted across the taverna's wall in massive, hippie flower children font is the phrase: "TODAY IS LIFE, TOMORROW NEVER COMES." The group is awestruck. Luka grabs the girls' hands on either side of him and Alexa grabs Nate's.

Hauling their gear, the group follows MAMA, 50s, the big Greek matriarch of Tryphosa, up a flagstone street through this hippie commune paradise.They pass a small market with curtains of tomatoes, squid drying on clothes lines, etc...They approach the teal blue door of one of the white PRIMITIVE VILLAS cut into the rock overlooking the beach and water.

There are 2 wash-houses, one by the beach, one right there in the village ---

Oh, and there is only 1 telephone in the Taverna in case of emergency...

The communal dinners are down on the beach at 9 --- all that we ask is that you bring an offering.

Mama leads them into the primitive villa's main room: A table, four chairs, cushions on the floor. A kitchen area with a water basin, a wood-burning stove. There are 2 bedrooms -- and a veranda with a hammock strung up -- a stunning view.And with that Mama leaves. The group walks out onto the veranda and takes in the view. Dom gazes at the caves, struck by the magic of this place.Nate gestures to the ruins atop the other rock formation.They all exchange a smile.

Throngs of Hippies hanging out on the otherworldly rocks tabled high over the water. Dom and Alexa lay topless on towels, eyes closed. Alice Coltrane's "Blue Nile" wafting from Dom's tape deck. Nate and Luka are playing backgammon next to them. Nate is having trouble focusing on the game -- struggling to not check Dom out. Nate can see Luka is very amused by all this.Luka and Nate jump off the 20 foot cliff into the water. Treading water, the two take in the surrounding beauty.

Korch's modest one-bedroom apartment. A shelf with a record player and stacks of records. A console table lined with PHOTOS OF KORCH -- his childhood; one with his father; most with his gorgeous wife, a shrine to their love. Korch is sitting at his kitchen table with a transistor radio that's been cracked open revealing an empty hiding spot. He's hunched over the "BUSTER" covcomm device Nate gave him earlier -- fingers typing a message on the minuscule keyboard.

Dressed for an afternoon in the park, Korch gets on a bus with a small chess set in hand, a bag of fruit and the transistor radio. Though he has sunglasses on, he's clearly in hyper-aware SDR mode, clocking everything around him.

Korch sits down at a table in an area where chess matches are being played. He sets up his pieces, puts his radio next to the board and extends the antenna --- He presses down hard on the ON switch, sending the burst transmission, then switches the radio on --- he futzes with it while looking at a green indicator --- after a few seconds the light goes on. Korch relaxes a little bit as a MAN approaches to challenge him to a game. THE CAMERA RISES ABOVE THE CANOPY OF THE PARK revealing the American Embassy is a few blocks away.

The communal dinner. 35 people sitting around a table of offerings and jugs of wine, talking, laughing, eating. While chatting with a CHUBBY GUY, Nate catches Dom stealing a glance at him amidst her own conversation. They lock eyes, Nate flashes a little grin, she smiles back. An amused Luka nudges Nate to turn around -- they watch two YOUNG HIPPIES performing a ritual while lighting the bonfire.

Bonfire's crackling. A couple of GUITARISTS strumming along. Jugs of wine and joints making the rounds. Dom's talking with an OLD HIPPIE as he gestures to the ruins atop the colossal rock. Finally his GIRL pulls him away. Dom looks around -- no sign of Luka or Alexa. She turns, sees Nate walking down the beach along the waterline. Catching up to him, they move together, not saying anything. Finally, Dom gestures to the ruins.Nate stops and looks at her.Dom heads up into the village. Nate following.

Nate and Dom wind up towards their villa. Behind them are the moonlit ruins atop the rock...Dom and Nate reach their villa. Nate looks back at the ruins.Dom and Nate share a look.

Nate and Dom enter the dark, empty villa. Nate lights a candle. They stare at each other in the glow. Tension so primal, so achingly intense, too strong to resist... Until...Dom shuts herself in her room. Nate exhales like, "Fuuuck."

Nate swinging in the hammock, mind racing, gazing into the night. The bonfire's dying, the beach party winding down. Luka and Alexa come onto the veranda, both profoundly worried.Nate sees they're freaked out.

Dom steps out of her room with a cup of water. She stops when she hears Nate, Luka and Alexa talking outside --Dom steps closer to eavesdrop.

Nate's out of the hammock now.Nate starts pacing around.Luka starts breaking down.Nate kneels to his pack, undoes the secret flap in the strap and pulls out a wad of cash and offers it to Luka ---Luka and Alexa give Nate a hug.As Luka and Alexa disappear inside, we can see Dom is no longer there.

Nate sits on the sand staring at the water --- he looks fucked up and far from home. Dom approaches, sits next to him.Dom considering. She looks past, sees the graffiti on Mama's ---Nate glances back at it, turns to Dom, smiles.She meets his smile. It's a deal.

Just off the coast, incredible white rock formations jut out of the water. Nate and Dom tool around on a boat with an outboard motor... Arcing around a stone pillar, they pass underneath a series of massive natural archways --- Nate steers through a tiny opening between 2 formations into ----

A huge natural swimming pool hidden by rock walls, a tiny strip of beach at the end. Nate and Dom gaze around in wonder. LATER: Nate and Dom laying back on a white blanket under a rigged canopy, remnants of a picnic, water lapping the sand a few feet away. Dom's wearing his hat, staring at him.He opens his eyes and meets her stare.

Dom watches from the veranda as Nate expertly chops tomatoes and cooks squid over a propane flame inside. MUSIC and VOICES from the beach emanate in the background. Nate finishes assembling the plates. He walks them out to the veranda and places them on the candle-lit table.Nate sees she's surprised and impressed by the dishes.She giggles, uncharacteristically easy.Nate nods in agreement --- waits for her to take a bite, and enjoys watching her savor the food. LATER: Dom finishes clearing the last plate. Tension smoldering inside her. She turns around, Nate is in the doorway, staring at her. Both feeling something visceral, both nervous about it. To cut the tension, Nate smirks ---She takes a step towards him, vulnerable --- whispers ---He steps close enough to kiss her -- hovering -- until neither can take it -- they kiss. Quickly turning hungry, consuming. Dom comes alive in ways we only saw when she was dancing. He lifts her, her legs straddling around him. She yanks his shirt off as he carries her into the BEDROOM, lays her on the bed. Dropping his pants, he TEARS her dress off. As he feasts on Dom --- her lips, her neck, her breasts --- his hand slides between her legs and begins to get her off. Her body contorts as the ecstatic pressure builds, until she's gasping, quaking, losing her mind in a cataclysmic orgasm -- perhaps her first ever with another man. Fueled by her pleasure, he positions himself between her legs, but looking down at her he stops -- Her gasps have given way to restrained, barely-audible sobs, tears streaking a face so fragile it may shatter. He looks at her like a wounded little girl and she closes up, trembling --- She weeps uncontrollably as she starts pulling away, but Nate won't let her. Intuitively understanding, he cradles her, whispering into her ear, though we can't hear his words. We HEAR Music, Eric Satie's "Gnossienne's No. 1" --- and strange sounds: electronic hiss, audio distortion --- heavy breathing, grunts --- carrying us into...

Bathed in the flickering light of a TV, Egorov sits on his couch, staring with disturbing intensity directly at us. Sipping vodka. Satie record playing on console behind him. Distorted voices emanate from the TV, a BRITISH MAN and a WOMAN speaking French-accented English --ARCING AROUND THE EDGE OF THE ROOM --- slowly revealing the TV SCREEN, hooked up to a primitive VCR --- After a few pained, ecstatic GRUNTS, the man replies ---We can finally make out the video -- dark, grainy surveillance footage -- a bedroom -- the man on all fours while the woman kneels behind him, pegging him in the ass with a strap-on --After a few rugged thrusts, we catch a quick glimpse of the woman as she glances towards the camera -- it's Dom --A sudden KNOCK on Egorov's door. Surprised, he gets up, shuts off the tv and music. He opens his front door, revealing his right-hand man Kosolov --- Egorov lets him in.

Nate and Dom trek up a dirt road through strange volcanic landscape. Dom's wearing his hat. Nate's got a day pack on.Nate stops, turns to her.Dom looks at Nate with soul-stirred awe.Dom throws her arms around him and kisses him passionately.

Nate and Dom come down a rocky path to an ancient, domed white-washed building with a blue door. To the left of the building is a huge pond of bubbling volcanic mud and water. Stripping to their bathing suits, she takes his hand as they step into the mud. Squishing down, Dom smiles, tripped out. Nate CHUCKS a chunk of mud at her. She screams, picks up a handful and pegs him back. They exchange mud throws, screaming and laughing, until they wrestle and collapse together. They make out and spread mud over each other. Sensual. Covering their entire bodies. DISSOLVE TO: LATER: Nate and Dom lay out, mud caked onto them. He stands, grabs a loofa from his bag, leads her into the domed building---

Shafts of steamy light cut through holes in the domed ceiling. Thermal water flows from pipes into two rock bathtubs. Nate climbs into the tub and offers his hand. She stares at the tub, anxiety welling in her eyes... until she looks at Nate, lets go of all of it, takes his hand and gets in... and it's okay, she's okay. Dom leans back into Nate as he gently scrubs the dried mud off her. They switch, Dom starts scrubbing him ---Nate nods, clearly upset by that.

Nate and Dom are sitting inside the ruins of the DREAM TEMPLE, blankets and pillows laid out, wine and food. They're looking out as the sun disappears over the sea, an epic vista in a mystical place, but the mood has turned somber ---Tense, Nate gets up, walks to the edge of the temple.Nate sits down next to her, frustrated.Dom spoons Nate, wraps her arms around him and whispers ---CAMERA PANS UP TO THE STARS... DISSOLVE TO:

HIGH ANGLE OVER THE QUAYS: A cloudy day. Arrivals, departures. Nate and Dom disembark their ferry and head to the street. ANGLE CLOSE ON NATE AND DOM -- the energy between them is sputtered, confused, tense... Neither knows how to part ways.After a hesitant beat, Dom writes her number on her ferry stub and hands it to Nate.Dom watches a happy Nate head off towards the parking lots...

Drizzling. Nate drives through Exarcheia, blocks from home. Nate notices fresh graffiti on a derelict building: a red "A" within a circle. A signal. He shifts to hyper-alert SDR MODE. Checking mirrors, surroundings. Passing his street...

Soaked, Nate heads down a hall to the door of an accounting firm, knocks. A beat, door opens, Gable ushers him into...

Forsyth is inside, waiting. Gable shuts and locks door, throws Nate an intense look.Forsyth eyes Nate, trying to read him for deception. After a beat, he gestures Nate to follow him. Nate follows Gable and Forsyth into a BACK OFFICE BULLPEN.And as if to answer, we hear a BELCH from in the bathroom -- a FLUSH -- someone quickly washing hands and then the door opens -- in steps SY BENFORD, head of the CIA's SOVIET/EAST DIVISION. In his 50s, imposing, serious, tough. Seeing Benford, Nate's face contorts with the dread of what he thinks this means...Benford takes out a folded piece of paper, hands it to Nate.Nate reads the text carefully, looks up excited.

Moscow received this unscheduled burst from Marble four days ago.

In all the years we've had Marble, he's never done anything like this -- a last minute emergency face to face? It's totally out of character. Something's wrong.

How do you know he didn't send this with a Line KR gun to his head?

Goddamn full moon. Couldn't of picked a worse night for this shmovert op ---

They've probably had a team ghosting you since you first arrived in Greece --- You missed your date, she knows you haven't been home yet. (Beat) As soon as her cousin Egorov knows that Marble traveled and where, our boy is cooked.

You're talking about blowing the one of the most important SIGINT streams we've got on the Soviets. Do you have any idea of what it took to put that tap into place? And there's no guarantee if we do blow it that it will save him.

I need time to put all of this into play. You need to see her again ---

If you don't sell her on some plausible explanation for where you've been, none of this will work ---

Got word from Gondorff in Moscow --- looks like they bought into the line tap bust. It's gonna be a squeaker, but our boy might just come out okay.

Look, Nate, you're in this business long enough, things happen. But you don't get out, you get past it.

We can't stop her --- but, we think we've worked out a move that can get her back safe and in the clear ---

No. It was his. Gondorff met with him last night, told him what happened ---

How'd the call go? You fed them the exact narrative we discussed?

We're making a big deal out of this. The rest of the world's gonna think we got our asses outplayed by their top female ops officer.

The pouring rain and occasional thunder continues. Elena is resting on an old couch, Dom is staring out the window at Nate's darkened apartment.Elena looks at Dom, can see there is a lot on her mind.Dom nods --- but we can see in her eyes that perhaps she hopes that they do.

Korchnoi's street. Late. Quiet. A VOLGA WITH FOUR MEN pulls over and parks. Kosolov, Egorov and TWO TEAM MEMBERS carrying large briefcases get out and enter an apartment building.

Wearing gloves, one of Egorov's guys speed-picks the door to an apartment --- opening it, they all step inside.

Kosolov and Team#1 photograph every inch of Korch's apartment. Egorov examining the photos on the console table: He lingers briefly on a shot of a younger Korch on a hunting trip with three men, including the Defense Minister. Team#2 looks through a side table with a few books, an ash tray and the TRANSISTOR RADIO. He flips through the books looking for anything, puts them back. He picks up the radio... Egorov looks at Korch's record player when suddenly a burst of SQUELCH and MUSIC -- Egorov turns to Team#2 holding the radio, shooting him a look like, "Stop fucking around." Team#2 turns the radio off, puts it down. Kosolov's crouched in a coat closet, over an open box. Egorov peers over his shoulder to see career memorabilia carelessly thrown into it: photos with Brezhnev, certificates, etc... Kosolov opens a small case, shows Egorov a tarnished MEDAL ---Egorov continues perusing. Casually scans a bookshelf. Until he locks in on a particular book. He pulls it out. His eyes electric with excitement, Egorov holds up the book to Kosolov.

Incognito in a drab suit, hat and thick glasses, Korch emerges from the airport with a small bag, flags a taxi.

An old, forested residential neighborhood on the outskirts of Istanbul that sits on a hill overlooking the Bosphorus. CLOSE ON THE SARIYER HOTEL, a fading beauty.

Spacious living room with a grand view of the Bosphorus. The door opens and Korch totes his bag inside to find MAXIM VOLONTOV, the GRU Rezident (Chief) of the GRU, 50s, rising from an arm chair with a grin, the men embrace.

Through a window, we see Nate, Benford, Gable and two PILOTS eating around various maps, deep in conversation. Nate excuses himself, saunters out. Nate strolls down the hall, slips into another office. He pulls out Dom's number and dials the phone. The line RINGS ---Phone RINGS, but nobody's home. Frustrated, Nate hangs up.

The opulent office of a Kremlin powerbroker. Egorov's sitting coolly in front of the desk as the Defense Minister paces back and forth like an angry bull.The Defense Minister storms out, leaving the unflappable Egorov rattled for the first time.

General Vladimir Korchnoi is traveling at the moment. I wish to know his exact whereabouts and the nature of his activity.

Your last name, Nash --- you of course know what it means in Russian.

Yes. But it has another meaning, specific to the Kontora. When we say someone is a "nash," it means he is one of ours... An agent of ours. The irony is thick, yes?

I am Lieutenant Colonel Ivanovich Egorov. I am very please to finally meet you.

Department 12 of S Directorate has come a long way from the prehistoric days of intravenous ethanol, sodium thiopental, scopolamine. The problem with potent, short and intermediate- acting hypnotics has always been reliability --- yes?

Although they encourage talkativeness, it is next to impossible to discern the fact from the fiction in a subject's blabberings.

Don't worry, it won't put you into a twilight. You'll be completely lucid, but your imagination is inhibited --- like a zoom on a camera lens, SP-117 forces the subject to focus on only that which they believe to be true. Interestingly enough, it barely has an effect on women --- something to do with hormones.

Mister Nash, I'd like to start by having you answer a simple question. (beat) What is the color of the falling snow?

Answer the question. (beat) What is the color of the falling snow?

What is the color of the falling snow? (Beat) What is the color of the falling snow?

And there's been no further contact with Korchnoi subsequent to Istanbul?

Dom in front of the Cine Paris outdoor movie theater, scanning for Nate as a few LATECOMERS rush in for the 7pm BARRY LYNDON. We hear TRAILERS playing on the rooftop screen. Glancing at her watch: 7:20. Disappointed and concerned, Dom heads in.

A bright, full moon. A Grumman HU-16 Albatross Seaplane flying above the Aegean, its ID numbers covered up. Two pilots up front --- Nate and Benford seated alone in the back. Benford gazes out the window at the moon.Benford reaches into a bag, pulls out a tiny, covert microphone/wire device --- holds it out to Nate.Over the ENGINE HUM, MUSIC and LAUGHTER carries us into...

Korch and Volontov enjoy a decadent room service dinner with two voluptuous TURKISH HOOKERS, laughing, getting wasted ---Pretending to be drunk, Korch lumbers to a credenza, opens another bottle of vodka. He surreptitiously takes out a tiny vial of clear liquid -- as he pours four shots, he stealthily mixes in doses from the vial into three of the glasses. Korch pockets the vial just as Volontov staggers over, leans in and gestures to the Hookers.Korch hands Volontov one of the spiked glasses and takes the clean one for himself --- and raises it for a toast.Beaming, Volontov clinks his glass and they gulp their shots.

Egorov pulls up on his motorcycle in front the massive neo- classical Stalinki apartment block for Moscow's elite.

The Grandmother ushers Egorov into the study and leaves. ALEXEI RUBANOV, late 70s, a sweet, rumpled Kremlin powerbroker, sits in an armchair as his TODDLER GRANDSON play at his feet. Rubanov motions Egorov to sit.Egorov smiles at the little boy... A beat...Rubanov rolls a toy to his Grandson. Smiles at him adoringly.Rubanov gawks at Egorov like he's nuts.Egorov answers with his eyes. Rubanov's baffled and incensed. The toddler giggles and babbles as he plays with his toy. Smiling, Egorov picks the boy up, begins to bounce him on his knee -- speaking to him in a overly sweet tone.Rubanov's horrified as Egorov hands the boy over to him.

Good enough. And you, your trajectory at the Center continues it's rise? Special projects for the Collegium ---

I settled this account with your father another lifetime ago. Those photos, the negatives, he assured me they were destroyed.

Volontov and the two Hookers are unconscious on the couch. Korch slaps each in the face to make sure they're out. Korch then opens the window, outside of which is a fire- escape. He climbs out, closes window, heads up to roof.

Korch stalks across the roof to the edge, jumps across the gap to the next building and disappears down its fire escape.

The Seaplane lands on the calm Bosphorus along an uninhabited stretch of wooded shoreline. Moving into a shielded inlet, the plane cuts its engines and anchors.

Nate in a commando dinghy, engine muffled by a blanket --- zooms up onto a rocky beach, jumps out, pulls the boat into the cover of trees. Grabbing his gear, he rolls out on foot. Nate stalks to the top of a steep hill, beyond which is a small bay -- built along its banks is the rotting majesty of an abandoned 19th-century Turkish waterfront mansion or YALI. Nate pulls his binoculars, scans the area and continues on.

Nate skirts around the yali to find a huge window missing its glass. He turns on a red-filtered flashlight, climbs in.

Nate prowls through the decrepit ballroom with a magnificent river view. Footsteps CREAKING. RATS SCURRYING. Tension. He glimpses a reflection in a cracked mirror and flinches -- he sees himself -- and behind him, Korch. Nate spins around. Glad to see each other, they smile. Nate steps in for a hug, but Korch holds him off.Korch pulls out a photo -- the code on the back indicating it's the one from Athens that freaked him out. He hands it to Nate, who angles his flashlight on a distant surveillance photo of himself, Luka, the girls and Dom, right after the bird shit on him, everyone laughing. Stunned, Nate looks up at Korch.Korch pulls out a UV scope --- scans Nate head to toe. Korch then snaps off the UV scopes lens exposing the light and holds it up to Nate --- shirt and shoes glow with flecks of spy dust, confirming the worst.Nate spinning out under the weight of what it all means ---LATER: Korch and Nate sit on the windowsill, gazing out at the water. Nate wracked with guilt, devastation and shame.Nate looks over at Korch and gets up ---Korch doesn't respond. Nate's so frustrated he looks like he wants to smash something. He takes a breath.Korch checks his watch, gets up.Nate looks down, struggling not to lose his shit.They share a tearful moment.

Plane's in the air. Benford's sitting in a doomstruck meditation, face like a clenched fist. Nate's next to him, hunched forward --- boiling down.YOU THINK!?Benford gets up and paces around.

Korch climbs down the fire-escape, opens the window and slips inside. Moving quickly to the unconscious Volontov and hookers, Korch strips their clothing and scatters it around. Laying a naked Hooker on the bed, Korch arranges the sheets and pillows to make the bed looked soiled, sexed in. Korch lays Volontov on the couch. An inspired thought --- he drapes the hooker on top of him, 69-style so his old friend will wake to a vagina in his face. After admiring his handy- work, Korch grabs a vodka bottle and returns to the bed. Stripping himself, Korch pours booze on his face and chest and gets into bed. After a deep breath, closes his eyes.

Dom awake in bed, eyes closed. Phone RINGS, she picks it up.Dom hangs up. Totally wired now, can't sleep. We move with her to the kitchenette, gets some water. As she comes back Dom notices a small paper that's been slipped beneath her door. She picks it up, reads it and tenses.

Yes? Yes, I was out -- no -- I just was worried that -- It's okay. Yes. So tomorrow night then.

Dom enters and makes her way through the large, bustling lobby of a modern office building. Cuts to the stairs.

Making sure she is clear, Dom uses her tools to deftly pick a locked door, opens it and enters...

Dom stands before an open phone box, a massive grid of phone circuits interconnected with colored wires. Pulling a lineman's handset/voice scrambler from her purse, she finds a circuit to wire into and then connects the clips to it.

Egorov sits impatiently at his desk, staring at the green phone. Through the window, we see his busy team. All the intel on the boards is now devoted exclusively to Korch. A red-bulb on the phone suddenly lights up. Egorov answers. INTERCUT BETWEEN DOM AND EGOROV ON THE PHONE:Dom registers where Egorov is heading...Dom sits with it for a moment. After a beat of struggling with herself ---Egorov has an intent look on his face, thinking.Egorov hangs up, wheels turning. Dom hangs up, can't believe what she just did.

Gazing across Korch's street, we see a Chaika limo pull up in front of a apartment building. Korch gets out and enters.

Korch at his door fumbling to get his keys out of his pocket. The door across the hall suddenly opens, Korch's neighbor, a sweet OLD LADY, appears and greets him with an anxious smile.Leaning in close, the neighbor grabs his hand and whispers.After a hard gaze, she splits to the elevator. Korch opens his hand, finds a paper with a licence plate written on it.

Korch steps into his apartment, locks the door -- looks around -- everything appears to as he left it -- but nothing is the same. He accepts this with a calm, fatalistic resolve.

Nate is sweating balls, uptight. Dom steps through the door --- she's stunning. When she sees Nate, she smiles inwardly. Happiness. She takes a deep breath to calm down. When he sees her, he subtly girds himself. As she arrives at the table, he smoothly gets up, pulls out the chair for her. It's rather unlike him, and she clocks it. Before he even says a word, she reads his body language. His arms are crossed, eyes not meeting hers. Restless fingers.Under the table, he slides his hand onto her thigh and up her skirt. As smooth as it is, she sees the aggressiveness in his eyes.Before she knows what's happening, he drops money on the table, gets up, and reaches out for her hand. She's trying to read him. Sensing something's off, she still takes it.

A bedside lamp dimly illuminates a small hotel room with a view of the Acropolis. An armoire with large mirrors inlaid into its doors faces the foot of the bed. Dom and Nate enter... She takes in the space as Nate locks the door and she moves to turn off the lamp...Nate waits for Dom to come to him, so she does. They begin to kiss hungrily, until Nate gently but purposefully stops her -- then sits in the chair next to the bedside table and stares at her standing before him.While maintaining eye contact with him, Dom slowly strips everything off, laying herself bare. Nate breaks eye contact, drinks in her body and then looks past it --- gazing at the reflection of Dom's perfect ass in the mirror. Dom looks back at her reflection in the mirror --- and her eyes find Nate's in the glass.Dom pulls the covers off the bed and slides onto the sheets, lying on her side, facing Nate... But he won't look at Dom, only her reflection.Dom throws Nate a questioning look in the mirror --- but he gives her nothing -- just waits for her to comply, and so she finally gets up on all fours, ass facing the mirror.Dom throws an uneasy look at Nate who stays in the mirror.She does it --- and Nate stares long and deep into her reflection -- getting lost in that shit.Remaining in position Dom cocks her head back to look at her reflection.Dom looks at Nate in the mirror looking at her ass and body, but not her.Dom touches herself, but with this command, it's now clear to her, everything has changed ---It's all in Dom's eyes the whole terrible realization -- "He knows -- he knows who and what I am." Dom shuts her eyes and shuts down -- we can see her entire being go numb, her life force deaden -- and even though she complies to Nate's direction, it's mechanical, no feeling or pleasure to it at all. Just nothingness, until finally ---And on that note, Nate blows out of the hotel room. Dom collapses on the bed and her whole world collapses in on her. Curling up into a fetal position, she wraps herself in a desperate hug -- and weeps like a wounded animal.

Nate stands outside the room, back to the door, hearing Dom's anguished cries --- wallowing in his own devastation, until he finally turns and disappears down the hall.

Korch rumbles down the hall like he wants to stomp some ass. Everyone he passes stands at attention and salutes.

Sokolov sits across from two YOUNG OFFICERS. Korch BUSTS into the room. Sokolov is pleased to see him, but reading Korch's anger, he waves off the officers, who leave.Sokolov steps to his credenza, pours some vodka, hands one of the glasses to Korch, who pours the liquid out in front of his stunned boss and drops the glass to the floor.Korch gets into Sokolov's face.Sokolov processes what it all means, sits on his couch.Korch absorbs the info, breaths a sigh of relief, but quickly shifts into feigned rage and frustration.

Everyone's busy processing information. Egorov is sitting in his office reading a report. A KNOCK on the secure door. A TEAM MEMBER steps to the door, peers through the peep hole.Kosolov gives the guy a nod, he opens the secure door. The Defense Minister steps in followed by TEN OF HIS MEN. The Defense Minister marches into Egorov's office. Egorov stands at attention.The Defense Minister heads back into the bullpen and nods at his men, who start tearing down and boxing up materials. Egorov watches, desperation oozing out of him like sweat.

Stuffing the last of his clothes into a duffel, Nate gives the place a last look, heads out.

Dom and Elena watch and listen as Nate exits his apartment building and has a brief exchange with Zoe and Thyia on the street. Nate and the girls hug farewell. He throws his bags into his car and drives away. Dom takes off her headphones and steps away from the camera.Dom doesn't register any emotional reaction.Dom drops the French accent for her natural Russian accent.Dom begins slowly breaking down her equipment as she talks...Dom eyes her, sighs deeply and looks out the window.

Various shots of MASSIVE PROTESTS through Athens. TENS OF THOUSANDS marching with signs, angrily barking anti-American chants, a raging river flowing towards the US Embassy.

Nate stands out on a fifth floor balcony, looking down the block to see the protesters surging past the hotel's street. From inside he hears a KNOCK on his door.

Nate opens his door, letting Benford and Gable in.While passing a minibar, Gable grabs a handful of little liquor bottles.Sitting next to Benford, Gable cranks a bottle open and guzzles it. Stuffs the rest in his pocket.Relief coursing Nate, he throws Benford a look of gratitude.Benford eyes Gable to shut up.Nate nods, not giving up any emotion.Gable and Benford understand and appreciate the truth of Nate's position. With nothing left to say, they get up.Nate earnestly shakes his hand. Shifts to Gable. They hug.As the men head to the door, Gable swipes the rest of the liquor bottles, fists them into his pocket. Nate smiles.Gable flashes Nate grin before following Benford out.

Nate lugs his bags out of the hotel and to a waiting taxi. He shoves them in the back seat, gets in.

The cab drives through moderate traffic on a two-lane highway in a semi-industrial area on the outskirts of Athens. They stop at a red light behind a utility van. Nate's semi-napping. Green light. Traffic resumes. Suddenly the van SLAMS its breaks. The taxi rear ends it -- Nate's HURLED forward into the back of the front seat -- just as a Mercedes rear ends the taxi --- wedging the taxi --- As Nate recovers, SEVEN MASKED TERRORISTS with Ak47s explode out of the van and Mercedes, quickly surround the taxi. TERRORIST#1 holds an AK to the terrified cab driver's head, reaches into the car, grabs the keys and tosses them --- While TERRORIST#2 & TERRORIST#3 grab at Nate, who resists --- Terrorist#2 SAVAGELY SMASHES him with the butt of his AK --- As they speed drag Nate to the van, Terrorist#1 pulls a pistol and shoots out the cab's driver side tires. Terrorists return to their vehicles and tear off -- its all over in 45 seconds.

Nate is pinned to the floor. Terrorist#2 holds a gun to his temple. Terrorist#1 is on Nate's back, driving his knee into his spine while handcuffing Nate's hands behind his back, snapping them super tight. Terrorist#3 duct tapes his ankles. Terrorist#1 flips Nate over and takes his mask off, revealing it's Christos, Luka's cousin.It all hits Nate -- he can't believe it.Christos SMASHES Nate in the mouth, grabs Nate by the shirt ---Nate can't help but laugh.Christos HAMMERS Nate in the nose, breaking it. Blood gushing --Nate spits blood into Christos's face.SCREEN GOES BLACK as Christos pulls a hood over Nate's head ---

Luka went away with you and never came back. What did you do to him?

Tell me now or we go to work on you later, but you're going to tell me.

A POLICE CAR and a BLACK SEDAN screech to a halt at the American Club, a neo-classical mansion turned social club. Two COPS exit their car and two men climb out of the sedan, a CIA OFFICER and the HEAD OF GREEK INTELLIGENCE/KYP, NICOS MARCOS. They all rush into the building.

Marcos and the CIA Officer roll into the main room, which is packed with Americans. They spot Gable, Forsyth and Benford sitting in the corner, eating burgers and cut over to them. Gable sees the grave looks on their faces.Forsyth senses from their lack of humor that it's serious. Marcos hesitates to speak in front of Benford.Forsyth, Gable and Benford stiffen up.Enraged, Gable swells to his feet.Gable SMACKS his glass off the table, shattering it against the wall. The room stops. He gets into Marcos's face ---And with that Gable storms out --- on a rampage...

Nathan Nash was abducted by an armed group from his taxi while in transit to the airport.

We won't have ballistics until the morning, but it has all the signatures of an N-17 operation ---

A remote farm in the Corinth region. Quiet but for the PULSE OF CRICKETS. Headlights moving down a dirt road to the dark main FARM HOUSE. The car stops in front, next to two other vehicles. The DRIVER, a young Greek, gets out. Dom gets out of the back. Dom sees a LOOKOUT with an Ak47 and is spooked. Has no idea what this place is or who these people are. The Driver heads inside. Paranoia growing in her eyes, Dom hesitantly follows.

Dom walks in, sees 5 terrorists kicking it, listening to the news on the radio. She immediately recognizes Christos, throttling her anxiety with confusion. Suddenly Egorov steps from the kitchen with a bowl of soup, greets Dom with a heavy nod. She's totally stunned to see him and deeply concerned, clearly had no idea this was coming.She follows Egorov down a HALL to a steel door guarded by an armed Terrorist --- Egorov gestures to a peep hole and Dom looks through it into: A LARGE, WINDOWLESS ROOM, WALLS COVERED IN BLANKETS. Nate, still hooded, in his underwear, sitting in a metal armchair bolted to the floor. Arms, legs and chest secured with leather restraints. A video camera on a tripod aimed at him. Dom tries to restrain her shock and dismay.Egorov nods at the guard, who unlocks the door.

Dom and Egorov enter, the guard closes, locks the door. Dom stands frozen as Egorov removes Nate's hood. Face swollen, crusted in blood, Nate squints, trying to get oriented. Getting his bearings, Nate sees Egorov, then sees Dom --- Nate and Dom are trying to not betray any emotion. Egorov motions for Dom to sit in the chair against the wall behind the camera.A large suitcase rests on a card table. Egorov opens it, reaches under the clothes, pulls up a secret flap to expose an array of medical equipment. He carefully removes and arranges each item on the table. Egorov straps a blood pressure monitor around Nate's arm, pumps it up, takes his pressure and pulse.Egorov moves back to the table picks up an INJECTION GUN and affixes a needle to it. Grabs an ampule of clear liquid.Moving back to Nate, he holds up the ampule for him to see.Egorov snaps the ampule into the gun. Nate goes nuts trying to bust free, straining so hard his nose starts bleeding. Egorov waits for Nate to give up, then jams the needle into his neck, injects the liquid, and stands back.After glancing at his watch, Egorov puts the gun down, returns with a retinascope and checks Nate's eyes. The drug is already starting to work --- Nate is trying to breath through it. Egorov turns on the video camera, waits patiently for a bit.Nate is breathing hard, trying to fight the drug.Nate suddenly starts laughing but is still fighting.Egorov checks his watch again, waits a beat. Observes the drug taking over, Nate becoming tranquil.

A bloodthirsty Gable rumbles into the Soviet Embassy and to the DESK CLERK. ARMED SOLDIERS sentried around the room.The CLERK doesn't know what to do. Gable SLAMS his hand down on the desk and thunders ---FEW MINUTES LATER: Gable pacing. The burly, bespectacled KGB REZIDENT, YURI PETROV approaches Gable, concerned.Gable savagely BITCH SLAPS Petrov -- the Soldiers rush over, but a stunned Petrov gestures them to hold off ---Gable blows out. Disturbed, Petrov rushes back upstairs.

Martin, you've got to calm down. I swear to you on the souls of my children, we had nothing to do with ---

Egorov breaks into a big inward smile. He shuts off the camera, pulls the tape --- which he slides into his bag alongside FOUR OTHER TAPES. Egorov snaps another ampule into the injection gun and shoots Nate up --- his body surges alive like shocked with electricity --- gasping for breath --- hyperawake. Nate's looking at Egorov like, "What the fuck just happened?" Egorov packs his equipment, zips his bag, carries it to Nate.Realizing what he's given up, Nate's senses capsize --- melting down with rage and anguish, he starts SCREAMING! Egorov looks at Nate with empathy, then gestures to Dom.Dom follows Egorov to the door. He KNOCKS. The door swings open. As they step out, the guard, disturbed by Nate's insane screaming, peeks in, then closes the door, locks it.

As Egorov heads to the main room, Dom stands outside the metal door, covering her face, wallowing in Nate's SCREAMS. Egorov reaches the end of the hall, glances back at her, shakes his head before disappearing into the main room. Dom suddenly WHIPS around, V-strikes the Guard in the neck with savage force, CRUSHING his trachea. He drops, gasping. Dom yanks away his AK and SLEDGEHAMMERS him in the head -- knocking him out -- Nate's screams covering the sound ---

Egorov quietly talking with Christos as the rest of the Terrorists lounge around. Christos glances over Egorov's shoulder, freezes --- the other guys look over --- Dom leveling the AK --- she opens up with controlled bursts --- muzzle flashing in a strobe light of death --- as she drops everyone in the room, including Egorov, she strafes the wall, hot lead igniting the curtains --- As the flames grow, Dom aims on the door, waiting --- the door swings open and she BLOWS THE LOOKOUT AWAY. She stands breathing, close to overloading. Getting it together, she's about to fire a kill shot into Egorov when a bloodied Christos sweeps her legs --- she slams down onto a coffee table, which collapses --- Christos is immediately on her, pummeling her -- blood gushing from his thigh and shoulder wounds as he starts chocking her. She tries to push him off with one hand -- flails her other hand out, desperately trying to grab whatever she can -- Dom clasps a pen, JAMS it into the bullet hole in Christos's thigh --- as he recoils in agony, she grabs the back of his head, pulls him in tight to her face and drives the bloody pen straight into his ear as deep as she can --- Christos SHRIEKS and withers --- Dom scrambles up, grabs a pistol and finished him off --- The room is filling with smoke --- she grabs Egorov's bag.

Dom busts in, smoke flowing with her. Nate's stunned. She unbuckles him and he struggles to his feet. They flee ---

Nate and Dom struggle through the smoky room. She stops, remembering --- looking for the bag, she notices Egorov is gone. She scans around, sees a blood trail out of the house. Nate pulls her to the door, grabbing Lookout's AK on the way ---

Nate and Dom emerge from the burning house into predawn night --- a car is missing -- In the distance, Nate sees red-taillights speeding down the dirt road towards a highway. Nate pushes Dom to the passenger side of an Old Mercedes and runs around to the drivers side, gets in. He rips out the ignition wires, hot wires it... Nate tears the car back, spins it around and hauls ass in pursuit, no lights on.

Egorov careens onto the two-lane highway, his bag on the passenger seat. He's a mess, barely able to drive, close to delirious -- bullet wounds in his upper chest and right leg oozing blood. Every time he shifts gears he SCREAMS in pain. Nitro in his veins, Nate stomps the gas, speed shifts, and cranks the wheel so the car slides onto the highway and tears after Egorov --- Dom getting tossed around --- The Fiat's engine whining as Egorov fights through sweat and blood to keep his shit together. Checks the rear view, sees the dim outline of the Mercedes, doesn't know what it is. Nate gunning it full bore, gaining on Egorov. He slides the AK to Dom. She HAMMERS the windshield with the butt of the gun, spiderwebbing the glass. SMASHES it again. Then leans back in her seat and kicks out the glass. The wind RUSHES IN. Just as Egorov hits an incline, he checks his rear view, recognizes the Mercedes bearing down on him --- As the hill steepens near the top, the Fiat engine screams in protest. He checks the mirror: the Mercedes is closing in --- Egorov throttles over the crest. Olive groves on both sides of him, he kills his lights, hangs a left onto a dirt road and cuts through the trees. As Nate crests the hill, he's lost sight of Egorov ---Dom spots the dust cloud between the olive trees ---But they're already past the turn-off --- Nate slams the brakes --- Dom is hurled up against the dash. He spins the car around and mashes the gas, hitting the dirt road. The Mercedes bounces along the rough trail as the dust clouds their car --- Nate and Dom shielding their eyes --- trying to keep track of the taillights ahead of them --- HIGH ANGLE OVER DIRT ROAD The dawning sun igniting the scene --- dust clouds pluming ahead as Nate tears ass after Egorov --- CAMERA PANS UP TO REVEAL: just beyond the end of the road and olive groves is the CORINTH CANAL --- 70-feet wide and four miles long, the canal's vertical hard rock walls drop 300 feet into the water below. Thirty feet away from plowing into the canal, EGOROV slows, using all of his strength to crank his wheel right, he slides onto an even dustier dirt road running parallel to the cliffs. Nate makes the same move --- the dust consuming the car ---Dom sprays fire into the dust cloud --- Egorov going full bore, hears the gunfire --- shots CLANGING into his car --- POP --- a bullet to the tire --- Nate and Dom see the Fiat burst from the dust cloud in a murderous barrel roll ---Nate gears down just as the Fiat careens over the cliff... The Fiat plummets hundreds of feet --- when it hits the water, the car SHATTERS APART. Nate and Dom running from their car to cliff's edge --- looking down at the sinking, mangled Fiat carcass --- Standing in utter silence, Dom is reeling.Nate takes her hand to pull her, but she doesn't move ---Bloody tears streaking down her cheeks.Nate puts his arm around her, guides her to the car.

Nate is in a phone booth, chinning the receiver, looking out at Dom. They're both cleaned up, wearing poorly fitting stolen clothes, but their faces are battered.

No one knows anything for the moment. It's still in the box. You can't let her turn herself in.

Gable, Benford and Forsyth sit around a speaker phone in Forsyth's secure office.Nate hangs up.

You need to calm her down. Buy us a little time to figure out the narrative, how to frame it ---

We got a safehouse in Loutraki -- 2402 Latridi. We'll get there as soon as we can. You got it?

Moscow Chief Of Station Gondorff in disguise, wearing a wig, fake beard and peasant hat, huddles with Korch in the shadow of a rail bridge that spans the Moscow River.Amazed, Korch shakes his head, smiling inwardly and muttering to himself in Russian ---

A beachfront compound shielded from the street by large walls. There's a main house and guest house.

Nate and Gable sit quietly in a study with a big desk, chairs. Nate gazes through the closed french doors into the living room where Dom is in deep discussion with Forsyth and Benford. The longer they take, the more uptight Nate gets.Nate sees Dom throw a concerned glance at him, then turn to Gable and Forsyth and nod as if agreeing to something heavy.Dom, Forsyth and Benford get up. Dom looks back at Nate as the two men enter the study and close the doors. Nate stands in tense anticipation as Benford sits behind the desk, Forsyth on the couch.Benford stops... Not wanting to continue, he looks to Forsyth.Nate realizes what he's saying, throws a glare at Benford.Nate grabs the top of the wood chair in front of the desk for support, leans down as if overwhelmed with nausea.Nate shuts his eyes in dread --- GRIP TIGHTENS ON THE WOOD. And in an EXPLOSION OF RAGE AND FRUSTRATION, he begins SMASHING THE CHAIR against the desk. The men are mesmerized and disturbed as Nate demolishes the chair. Finally he collapses. Nobody knows what to do except stand there. Dom watches from the living room, face filled with anguish.

A couple of CIA AGENTS open the gates. A car rolls in, they close the gates after. Gable and Dom get out of the car. Forsyth and Benford step out of the house to greet them.Gable and Forsyth exchange a knowing look.Forsyth, Gable, and Benford head over to the guest house and Dom walks into the main house.

Nate's laying on the bed, looking helpless and miserable. Dom pads in, sits on the bed next to him. He takes her hand.They kiss passionately, slowly removing each other's clothes, and begin to make love. DISSOLVE TO:

Nate ushers Dom to the back of a UTILITY VAN with FOUR CIA AGENTS dressed like average Greeks waiting inside. She's about to say something to him, but her eyes take over and tell him what her voice can't. Nate leans in close and whispers something into her ear... They give each other a delicate kiss and hug for last time. Dom gets into the van. As it drives off through the gates Nate gets into a car with Gable and Benford. Gable tears out, heading in the opposite direction.

Dressed casually, a drunk Korch sits smoking and finishing a glass of Old Rip Van Winkle. He stubs the cig out, staggers up, revealing a glimpse of a belly-holstered pistol. Korch empties the rest of the bottle into his glass, takes out a record, puts it on his turntable, drops the needle and turns it up full blast. As the orchestral intro of Lee Hazlewood's "Sundown, Sundown" kicks in, Korch conducts with his hands.

THE MUSIC CONTINUING OVER --- HIGH ANGLE OVER AN EPIC PANORAMA OF METEORA, a majestic, forested mountain valley dotted with titanic sandstone buttes jutting thousands of feet high. A two-lane highway snakes through the area. CLOSE ON DOM on the forest floor, hidden in a thicket of trees just off the road, eyeing the highway, waiting. PULL BACK TO:

Nate, Gable, and Benford nestled on a mountainside looking down at Dom's position through binoculars.

THE MUSIC CONTINUES... Benford can see Nate's anxiety.Suddenly, a set of headlights approaching from a couple miles away at the end of the valley. Benford checks his watch.

Korch guzzles the rest of the Bourbon, rocking to the song --- THROUGH THE WINDOW BEHIND HIM: on the street, a phalanx of black cars pull up. A SMALL ARMY OF KGB pile out, rush inside.

MUSIC CONTINUING. Through the trees, Dom sees the approaching headlights.

MUSIC CONTINUING. Nate, Gable, and Benford watch as the CAR pulls over, kills its lights, and waits.

MUSIC CONTINUING. Dom cuts through the trees to the side of the road. A MAN is waiting by the car's open back door. She gets in, he slams the door shut, but instead of hearing it, we hear FISTS POUNDING ON A WOOD DOOR ---

The door is kicked down --- a HOARD OF KGB AGENTS bust in, followed by Sokolov --- to find Korch standing with a gun leveled at them. The KGB guys draw their guns. Sokolov and Korch lock in a grim, devastated gaze. Korch looks like he's about to pull the trigger --- but before he can, the KGB Agents fire --- and Korch is killed in a blaze of gunfire. A teary Sokolov turns off the record player.

Everything quiet, just the wind. Nate, Gable and Benford watch the car pull away and head down the road.The men watch the car's tail lights receding in the distance. Benford sees Nate's all broken up.Nate studies Benford's face, sees that it's real ---Nate looks back out at the car. After a beat ---The tail lights disappear around a butte.Brian Eno's "NEEDLES IN THE CAMEL'S EYE" kicks in hard as we... CUT TO BLACK.:

FOUR LIONS by Christopher Morris Jesse Armstrong Sam Bain additional writing by Simon Blackwell

Video image. WAJ is 20, a British Pakistani, built like a fridge. He wears camos, a black headscarf & behind him a rug is pinned to the wall.Above shot lasts about a second then we see Omar and Barry are looking at this on the monitor screen of the camera. Barry is filming.WAJ gets up to see what he looks like in the camera.Video image.… WAJ. He is a proud mujahid - holding his gun. An AK47. Half size. Plastic. Toy. He stares at the lens, pumps himself a face, holds it, looks off...He has been put off by something Barry is doing.Waj proffers the feeble unit & his hand enlarges with the lens.

No, sit properly like you're gonna mean it - like you mean it. No, Waj, don't muck about cos the battery's gonna go. Sit...

No there's nothing there. Now, go and sit down. You can't see yourself now can you.

Alright, Waj just relax your face. Now focus on what you're going to say

Ayup you unbelieving kuffar bastards - I'm gonna turn ya baked beanz! - what?

It's not too small brother. That's just me hands. Big hands, brother. (looks to Omar)

(beat) I'll bigger it. I'll hold it nearer the camera that'll bigger it.

Complete flippin idiots. You could have gone Chicken Cottage, proper halal, bargain bucket 6.99!

Yeah, rubber dingy rapids! - OK I would kill ya brother Omar! I'd smash your head off with a thing.

I'd take this right and I'd fucking run you over with a tractor.

Yeah come on, do you want some rabbit, you fucked up rabbit with no ears.

Mecca's in the east yeah? (enunciates slowly) where the (points, mimes a sphere) sun - the sun yeah? Where it rises you behn choad paki prong

(beat) Maybe it were God's will I were doing me video so maybe it's not my fault.

So if that were God's will then am I God's fault? Maybe I am God's mistake. Does that mean I'm going to go to hell brother? Do mistake's go to hell? (starts wittering)

maybe we should er(pause) maybe we should flippin pop it brother. Get back on the jihad! (nervously clocking the approaching drone) Yeah yeah. What we going to use?

Proper mujahideen. Rubber dinghy rapids yeah brother. Flippin pop it brother, flippin pop it.

If you drop this stuff kusum brother Fessal we're baked beans from here to Derby. Slowly, slowly.

Barry's not a good emir brother Omar! He made me do bad stuff in the woods

It felt bad brother - it's not too tricky once you get the aim right but it just feels like really proper wrong - all wee splashin off your teeth

Er ...'we're here, together, all strapped up, and it would be like, well pathetic to cop out now.'

Right lads, see this. (pulls open jacket - reveals bombs) Any of you do anything, we're all turning baked beanz alright.

I'll just finish this then we're all off to heaven alright. Martyrs suite, VIP lounge.

I cant explain it lads but if brother Omar were here I swear he'd tell you knowledge proper good.

In a kebab shop. I've got hostages and everything, like X- box Counter Strike!

Thing is they're all brothers - i still get points for takin them with me though? Like nectar card?

Yeah, I know, it feels really wrong bro. But that's why it's right, yeah?

I'm not confused brother, when I'm confused I got my confused face. Wait.

Bro I've just took a picture of my face. It's deffo not my confused face. I'll send it you.

Have you got like, agents working at Orange? You've got double agents working at Orange haven't you?

Rubber dingy rapids bro - fast track - straight on the rides - like alton towers - no queue

Its not a funfair bro its a theme park! Funfair?! How old are you? Alton towers got a spa bro!

Don't worry brother Nabil (hands Nabil the bomb belt) Hold on to these. When I press clicker, just think about takin out the kuffar - you'll be in paradise before me bro!

Fucking unknown number again. Is that whammer cop going straight to hell or what? What you doing.

Tell me what to do bro. I think I might be confused but I'm not sure.

The Feds can track your phone even if the battery's out. Really. They can see you underground right...

Exactly bro - look the way to stop the Feds tracking you is very simple - you eat your simcard. Get your simcards out. Remove your simcard and...

Why do we need training camp anyway? We're primed! We don't need some tramp up a mountain telling us to set a fuse. We don't need some paki Steptoe telling us when to go!

They seek him here, they seek him there, but he's not there cos he's blowing up your slag sister!

That was part of the plan - hide in plain sight you mug. And I am coming.

You realize if I don't come with you to Pakistan bro Islam is finished!

Sure, so what if I'm not here coz I bought a ticket at the airport and I come with you anyways?

Don't fuck with me man. Don't fuck with Azzam al Britani! (himself)

What if you get caught? - I'm not going down just coz you can't take a drill in the knee-cap. They'll crack you like baby's fingers! They'll pump you full of Viagra and make you fuck a dog.

Alright Omar, I'm letting you go to Pakistan. My unit stays here. But my unit's the main unit.

Yeah "A good Muslim always keeps his mouth shut"-yeah- And you're surprised kids are going off to training camps?

(disbelief) No I did not - It's a Western fantasy - you people think of Muslims running around the mountains with guns and bombs. Yeah, that'd suit you down to the ground, wouldn't it!

I'm not saying they don't exist. What I'm saying is - if you'll listen - is that if they didn't exist, you people would have to invent them.

Police state. Police state. This is oppression! He's being rendered. He's being rendered.

The Mal. Nice little stunt back there. (sudden change) But you know what, you're a total piece of shit mate. You're worse than the specially trained rapists they use in Guantanamo.

Yeah you're not ignorant like them. You know you should be doing something.

Was the prophet Sal Allaahu Alayhi wa Sallam about gestures?! Did he smash the pagan statues? Or did he just stand there making a gesture? Is this a gesture?!

(interrupts) Once a year is too often! The Mosques have lost it brother- they're full of losers and spies.

These are real bad times bruv - Islam is cracking up - we got women talking back - we got people playing stringed instruments- Thomas the tank engine - it's the end of days. Do you wanna be for real?

IRA voice? They're terrorists Fessal. What you wanna do a terrorist voice for? You'll get us nicked.

Right. So you went into a shop with your hands on your face like that and asked for twelve bottles of bleach? So why has she got her hands on her face, Fess?

We're way beyond crows now Fessal. We are really going to blow the lid off.

Yeah, the maschid, the mosque. But we go in dressed like kuffar. They think its the unbelievers attacking. So all the Muslims rise up and fight back! Stoke things up proper big-time. Fast- track the final days. Total war!

Don't sweat that. He's one of my boys. I've sent him off to training camp to bring him up to scratch.

Bollocks. You fucked up. You fucking losers. I told you you should have taken me.

Look at the state of you, no luggage, back early, yeah something happened.

(introducing) Ignore it bro, this is Omar, this is Waj. This is Hassan Malik.

Yeah - bomb the mosque. Radicalize the moderates. Bring it all on.

You don't get it do you Omar? We radicalize the moderates - the ummah rises up, it all kicks off!

Alright, so I'm having a fight with this fictionary man, and he's not punching me hard enough in the face to make me go mental and win?

Right if I was a mosque, which I'm not, then there'd be all moderates behind my nose, bursting to come out and rise up.

Yeah well I'm sorry but beaks get broken in war, don't they? We're not about protecting beaks are we, we're about blowing them off. Yeah? Well go and unload the van, I'm not doing all the work.(ushers them out) - Waj, Waj, anti surveillance (shakes head)

Alright mister newsman, in the newsroom. After three. Three, two, one. Yes, it was us. We have struck you where you least expected it. We have bombed the mosque. Only in the days of the final jihad.

Look, I'm just doing this tape in case the plans change to bomb the mosque.

What do you know about it, it's my idea in the first place, not yours. Now fuck off I'm doing my tape, go on.

I said I was going to bomb something else. Fuck off, fuck off out my house.

Jew, gay, fed, Sodomite, Gynaecologist, innocent bloke - doesn't exist - Leonard Cohen. Here you give me that. You do some work.

Fess it is your choice right - but you've already chosen to blow yourself up haven't you?

This breaks anti surveillance protocol - We shouldn't be back here til tomorrow. (Starts shaking head)

Is that an Islamic argument brother? I only listen to Islamic arguments.

Oh what you can fuck her but you can't kill her? What's wrong with you?

Right one jolt and this stuff could go. Right. You got to run smooth, right but you've got to run fast but you gotta run smooth with this stuff - like this. Fast, slow, smooth but fast...

Eh boys, boys come and have a look at this. Can you see him. (to Fess) Eh bro run!! Ha ha !

Alright I did kill him then. I martyred him. He's up there now somewhere keeping my seat warm.

Just calm down. Calm yourselves. I'll go get it. Alright. Get out Omar.

Oi. Oi. You fuck off back out of the back door - you're not part of this any more!

No ignore him Waj. He's being nice. You cannot win an argument just by being nice.

See this brother Hass - it's gays at work - it's not muslims - it's gays.

Did Waj have a choice when you told him his heart was his brain? And his gob was his ring piece? You tomatoed your friend. You've killed the special needs donkey

Waj? Waj? Listen to me. It's too late to stick your hand up his arse now!

Today is a wake up call. Today is an opportunity for you to look in the mirror at your western...

imperialist culture, superficial materialism ends at the capitalist church of McDonald's.

It's as though you've just had a big mac, completely oblivious to the amount...

(joking) You know they still work inside you Barry - they can still track them inside you - that's not going to be very helpful in Pakistan.

Cos you dont have an Uncle in Pakistan Barry, last time I checked. You've got an uncle in Folkestone. Are there any training camps in Folkestone?

Yeah, if you want to be some sad loner trenchcoat mafia twazzock.

What I mean is - you can either be some stupid nutter Muslim who blows a bag full of nails into his own guts in the toilets at TGI's or you can be a proper soldier in the Mujahideen?

No you're not bro. Not until you join the army and hold the sword. Touch the sky.

Think of the group, Barry, think of what we're trying to do, right. It's best you stay here, Barry. You're a liability and you're a loose cannon.

Invisible? Like the time you got on the local news for baking a twin towers cake and leaving it in the synagogue on 9/11.

(right) Barry right it you can answer this question you can come.

(to Waj) Bro. My uncle's connected. Only time we'll see cops is for weapons upgrade!

Barry - shut up mate - because I tell you, your little brain cell might go off now and again but if your hands even go to move - if you start setting up the Islamic state of Tinsley again - going to university lectures opening your big mouth - buying some more silver nitrate from Amazon - I'm going to rip your plugs out.

Right good coz I would kill you bro. Bro, seriously I'd kill you, course I would! - I'd kill you like that (clicks fingers)

We're soldiers bro - whatever's asked - you do it - you do the right thing. Right, you with me? It's life innit, it's just life. What is that? Its nothing. It's like being stuck in the queue at Alton Towers. Do you want be in the queues or do you want to be on the rides. You want to be on the rides dont you? You want to be on Nemesis or Oblivion.

Do you know what I'd do Waj. I'd grab one of these hooks and I'd dig it in your belly, I'd rip your guts out and spill them all out like Mortal Combat.

(stops, turns) No. It is your fault. It was God's will that you were acting like a complete prat, apparently. But it was deffo your fault.

No, no no. Waj now think about it. This is God's plan. He's put us here to defend the camp didn't he? This is our jihad. Now think about it.

Nah, no no that's the devil in your brain giving it the wasawasa Dont listen to him. God is in your heart bro. What's your heart say bro? Trust me. Come on.

We'll say - we're gonna be sent for special training - in Somalia.

No - (beat - he looks at Waj then goes for it) we got an emir and he told us that we're on.

We got an emir and he says that we're on. (wearing these shoes in quickly) You on as well bro?

No. He's landed you right in it. I got no need for a beanfucker. Or a TV paki. Or a coconut spook. (beat, to Waj)Now frog 'im.

Listen next time I see you you better have a fucking van or I'm going to floss your balls with razor wire.

Course he's in Barry. It's either that or kill him. What choice do I have?

So, Simba and Pumba were out on their own - and Scar was out looking for them - and if he found them - he'd kill them, but

Right, so Simba & Pumba were out on their own when all of a sudden they saw this big evil bird that Scar had sent out to look for them! and Simba goes 'look, there it is!' - the big evil vulture coming right at them! (pauses - lost in thought)

Well Simba had to bring it down or otherwise it would kill them - so he grabbed a stone and chucked it at the bird only he chucked it so hard, it was such a strong powerful throw that his arm went all the way round and the stone went right behind him - he threw it so hard it went a mile behind him - and it - hit Mufasa - wise strong Mufasa, Simba's dad - it hit him accidentally on the head and killed him.

Yeah, in the film - but this is real life I'm talking about? So Simba had a choice. He could either tell all his friends what had happened and agree a confusion or he could keep it a secret and lead all his friends in a big fight against Scar. What do you think he did?

(bit impatient) But he's got to fight Scar, hasn't he? Telling the truth means giving up. Would Simba give up?

Exactly. Exactly. So Simba kept it all a secret. And he lead Pumba and Timon and all his friends, he lead them all in a fight against Scar and they vanquished Scar and Simba became the new lion king

Alright, lads this is it. This is it boys. I've spoken to the emir.

Email drop box. And the children's instant messaging site, Party Puffin.

Yeah I'll give you all usernames and passwords after this meeting.

Good Waj. Now I've spoken to him. My puffin has communicated with his puffin. He's told us to get on with it, take Fessal's gear to the secret flat, we'll hide it under the costumes in Hassan's van, we'll put the bleach on boil. We have instructions to bring havoc to this bullshit, consumerist, godless, paki bashing, Gordon Ramsay, Taste the Difference Speciality Cheddar torture endorsing, massacre sponsoring - look at me dancing pissed with me nob out - Sky One Uncovered who gives a fuck about dead Afghanis Disneyland!

OK. Right. No I like that. I do like that. It's brilliant. Let's take out a bunch of Muslims - coz they're the real enemy aren't they, Barry? Once we've done that why don't we truck bomb a kebab shop or fly a jumbo into Waj's mum's head - why don't we get a pig and staplegun it to our foreheads?

Me cousin Faz died defending a mosque in Bosnia - did he flippin rise up, bro?

(disappointed) Right lads, think a bit bigger than a chemist right- I'm not blowing me guts out over a bunch of tampons and cotton buds. What we've got to do has got to last in history. Echo through the ages.

No I do get it - I tell you what its like - it's like having a fight with someone and they're punching you in the face right - so what you go and do is you punch yourself in the face.

Let's do an experiment Barry. We'll have a fight right now. When you start losing and you're not doing very well - you punch yourself in the face, go mental and start winning. Show em all how it works.

Why not, Barry? You're the Mulsims you're getting attacked. Go mental, Barry go mental. Show em how it works.(he's enjoying this)

Wow! He bombed the mosque. He's bombed the mosque. Barry where are the moderates?

Ooh, they are bro! Barry, the Suffi Muslim Council's coming out your nose. Ah, you've just wiped them out. You've just wiped them out.

Now stop it. Stop it. CCTV is video. You're just going to look like a bunch of Sufis on speed. Next time Barry tells you to do something, don't.

This is Claude. Claude, this is Alice. She's got the flat next door.

Alright then Alice. We'll see you later. Come on lads, come through.

Bro, have you come to drop some fatwas cos we've just had the carpet cleaned.

Run and hide little man (urdu dininutive) You got thirty seconds!

You lost it bro they're water pistols?! You got 150 quotes from the scholars saying that you cant squirt a water pistol?

OK - sure you can handle it bro, well its not a proper plan yet - but what I'm thinking is - inshallah - I'm going to go upstairs, run a hot bath, come back down, make some beans on toast.

You know what, it's not top trumps. Muslims are out there getting pasted out there and you're sitting there going

"I've got 60,000 opinions say we must not fight back but instead we must measure our beards with rulers and lock our wives in the cupboard". (urdu)Is that not a sign of weakness?

(larfs) Do it again babe he won't fight back… (ironically) In fact I order you! (winks at ahmed) Obey me wife! Go and do it.

Come on lads. Why don't you just pick up the phones and call the cops? Come on.

Yeah you are. Lock the door. If anyone comes in looking for Barry tell em you used to know him - but he's just (Urdu) died the death a thousand crocodiles driven so far up his arse he's wearing his fucking pelvis like a balaclava. You got that?

I told you before didn't I bro. (to Waj) What were you lads playing at. Why didnt you call me Waj?

The protocol was you were supposed to stay back here guarding the flat coz there's a good chance that you are being monitored!

And that was my microwave, Barry. I had it ten years that Matsui. I should've been there.

What does it matter - my jihad, our jihad, what's the difference? I made a mistake - and it's such a small thing?

Yes, you are. We all are. But mainly it's these two. Isn't it Norman.

You love it don't you. But we've got to get down to some gay business now, all of us.

(to Barry) Give him your pocket knife Barry. Here we go, knife and fork, now make a fucking meal of it. I'm not joking bro. Do I look like I'm joking. Now go on your way. I want you to chop her head off and bring it back in a bucket.

Right we're not really gonna kill anyone are we - you fucking idiot. Why dont we just call up the pigs and dob ourselves in! That'd be clever wouldnt it. Her body and her hands trail back to us.

Shut up! (gathers) Right what we going to do with all this. She's seen it now. We gotta move it now havent we. Right, we're going to put it at Barry's allotment.

Shut up Barry. Solved. Problem solved. Daddy's come home and wiped everybody's arse, hasn't he? That's what jihad's about. It's me wiping your arses. Whoops, one minute -

Hello is that Gaza? Omar would love to help only he's really busy wiping up the fountains of shit spraying out the arses of (Urdu) shitspouting donkey's crap fucking monkey's swollen bollocks dundars! Okay thank you.

Right everybody get off the road. Nobody say anything. If anybody talks I'll make them jump up and down until they go bang. Just keep your mouths shut and let me deal with this. Hey man how's it going - (hugs Matt) nice little one pack you got going on there bro!

We're about to go play football. We should grab all this kit and get down there, to the pitch, shouldn't we. Alright bro, see you in a bit.

Quad squats - you know - squat jogs - It's for the marathon. I thought you'd know.

He's not a hero. He's a dickhead. And so are you. You're all dickheads.

I've made a decision Barry, mission's off. It's finished, I'm done with this.

I've got nothing to have a wobble about Barry, my conscience is clear. You're the one who killed Fessal!

Yes you did. You brought in TV Paki after he made an arse of himself at a public meeting - that you shouldn't even have been at.

And he blew our cover. And ever since then you've had everybody so paranoid, Barry, that poor little Fessal's panicked himself to death.

I thought it was a good thing he died wasn't it? He's a martyr, it's a good thing.

No. You're not mujahid Waj, you're a fucking idiot- do you think a mujahid gives a (urdu) loony's broken fuck (eng) about rubber dingy rapids? Do you think he get his deen from a book called "the cat that went to makkah" - a book he can't even finish because its too fucking advanced for him? I tell you what bro I've got a plan for you (urdu) Why don't you go with psycho balloo and piss jet baghhera and go and lose yourself in the forest right and (urdu) you can all sit around the campfire shoving grenades up your cocks then blow up the internet by jumping out of a tree arse first onto a laptop.

Salaam bro - your boys look like something rubbish.(tuts his head - but he's not enjoying teasing)

Ah, screw it. Doesn't matter. You've already started doing the face haven't you...

What and get a four hour dose of that face? The floaty face of the wise bird hovering on a million different quotes about to do a massive wisdom shit on my head - forget it.

It's the boys - I left em. Hassan's puffin won't talk to me, Waj's puffin just told me to piss off. Barry's puffin's turned all red and is hiding under the pirate hat. Fessal's dead (beat) - he's dead. He was carrying explosives and he - tripped up over a sheep -

I am going to blow myself up, just not in a mosque or in a chemists or on top of a duck

Sof, I can't even get them to stir their tea without smashin a winder-

Dont you worry, cos even if he gets blown to bits, he's going to die smiling.

Yo is Matt here? Right Tim, step outside for a minute bro. I need you to go outside and get some doughnuts or something. Get another one.

It's fine, it's fine, I can sort you one out. I can sort you out with another costume.

I know mate easy - I got a costume - a rabbit costume at home. You can run in that.

Mm? - nah - it's a cultural thing we bazooka'ed an ostrich at that wedding I was at.

Right lads this is an emergency - They found Fessals' head - the head that YOU buried 5 ft under your shed - it fell out of a tree onto a dog.

Right, so I've just seen Matt right? - Matt is running the London marathon tomorrow - he's doing it in costume - you know they run in costume? - well so can we - we can disguise the gear in there- and it's perfect- we got live tv - prime targets - all London

When you meet God do you want to tell him I struck a blow for the brothers, right, or i blew a load of them up

Waj bro... I'm really sorry. My head was in a mess coz of Fessal but I should have stayed.

Bro, I swear kusum bro I may ask you to blow yourself up but I will never ask you to piss in your own mouth.

(full of conviction despite the words) Right nurse. Still on shift.

So got the stats back from Cubicle seven - it needs more blood supplies for - the knee.

Yeah, the knee string. The knee string's come off. (now he needs her to get this)

I've finished my shift now. So I'm going to take my team up to the top floor. Right. So I'll see you up there. (beat) Yeah?

(to police) alright lads. You going to arrest me? Well carry on.

Come on lads we're late. It's alright there now. Nearly done our kid. OK?

Waj - Don't listen to your brain bro - The Shaitan gets in there with his wasawasa! What you gotta do, you got to listen to your heart, remember.

This is Waj's brain we're talking about - since when do we listen to Waj's brain (to Waj) sorry bro.

What's happened is Shaitan has confused you. He's swapped round your brain and your heart. So don't listen to what you think is your heart - cos that's actually your brain! It's in disguise, as your heart. Right? And what you thought was your brain - that's your heart. That's actually your heart.

Everbody calm down. Bigger picture. We're doing a fun run for a kid's charity. Stretches, stretches. We're running for kids, for charity, for kids, policemen's kids. You alright officer?

Waj! Waj! Do your best to try and find some targets! Do your best! See you on the top floor our kid!

Now Waj, listen to me. What you said about this being wrong? You were right - it is wrong.

(part of him pulls into focus) I'll level with you Matt I'm MI5. Special under Cover job - I'm er, a spook.

(beat) Fathers for justice. (while dialing Waj) They've teamed up with the real IRA, it's a real nightmare scenario. Just give me five.

PULL BACK TO REVEAL THAT OMAR AND SOPHIA ARE WATCHING THE VIDEO ON THEIR TELLY - WITH THE VIDEO CAMERA PLUGGED IN. OMAR IS GLANCING AT SOPHIA AS THEY WATCH, LOOKING A BIT WORRIED - IS THIS OK? IT'S NOT OK ... HE'S EMBARRASSED.SHE STROKES HIS HAIR AFFECTIONATELY AS HE ZOOMS THROUGH THE TAPE.WE SEE OMAR ON SCREEN NOW - WAJ NEXT TO HIM. THE VID RUNS FOR A WHILE - OMAR COHERENT - PASSIONATE.OMAR CLOCKS SOFIA WHO THINKS THIS IS MORE LIKE ITOmar watching the video wincesOMAR CAN'T HIDE THIS NONSENSE FROM SOFIA - WHO IS LOOKING LIKE SHE WANTS TO SUPPORT THE PROJECT BUT CAN'T FIND A FOOTHOLDOMAR IS CONFLICTED - FRUSTRATED - NODS DISCONSOLATELY AT SCREEN. NOW THERE'S A VIDEO OF FESSAL WITH A BOX ON HIS HEAD.OMAR LOOKS AT FESSAL WITH HIS HEAD IN THE BOX AND BACK TO SOFIA

You know what, they're all bloopers. What am I going to do if he does that at the camp? (turns to Mahmood) Mahmood, do you think Uncle Fessal's ready to go to Pakistan?

Omar what are you doing? It's the middle of the night. What is that?

Yeah it's just me dads seeing creatures that's not there. (this is seriously alarming to Fessal)

Well one of them's, my voice "can I have twelve bottles of bleach please"

(no change to the voice) "Can I have twelve bottles of bleach please".

It's a woman's voice. Cos I got loads of liquid peroxide. Probably thought she'd go in there and..

So what my plan is right?… Put a bomb on a crow - fly it into one of them towers full of Jews and slags… I keep crows in the shed. Have a look.

Right now brother crow, you're wearing that bomb so I dont have to alright? See that, (pointing to a toy house) that's a sex shop - US embassy or some other such slag utility. Now wait there. When I say you fly to the target, when I dial this you go to heaven brother crow. Inshallah

We see OMAR and MATT are in front of the bank of TV screens. Security men, staring at the boring footage, looking bored. Omar is deep in thought - can't believe how boring this all is.Matt stretches the other leg. Omar is bored shitless - looking at his laptop, occasionally registering fake signs of listening. Suddenly something on the screen takes his attention. In an email window - a message from Uncle P - reads simply "wedding list full - last chance!!"4 OMAR'S SECRET FLAT (BOMB FACTORY)- LIVING ROOM.DAY \*\*BARRY GOBS HIS SIMCARD & CHEWS. OMAR BLAMS IN THE DOORSalamsHe points up as if to indicate Allah. Barry thinking hard.

I ran 23k on the weekend. 6k Saturday morning. Had a light lunch.

Snack a jacks and a medium apple. 5k in the afternoon. 'Cos obviously it was after lunch, so. Then same again on Sunday. Although in the afternoon I only did 4k cos I'd had a roast. I would have gone further y'know but I started to run a bit lopsided. Yeah, I'm not slagging my right leg off, but my left leg's definitely stronger.

I think lefty just wants it more. Righty's bone idle, he just waits there let's lefty to pick up the slack - then before you know it you're running in curves - I'm going to have to put my foot down you know, really show him who's boss, you know what I mean? You can talk to your legs you know.

CAMERA. THE FIRST FEW BEATS OF SLOW ZOOMING ESTABLISHING SHOT CENTRE VIA THE MOTORWAY TO THE

DIALOGUE WILL RUN OVER A THAT LINKS THE SHOPPING BOMB FACTORY WINDOW.

(pleased with self) Make that 12 miles Mr Khan? Alright lads - what's with the bags then?

I booked the clown. They gave me this - its the wrong way up I can't run in a wrong way up clown. They said I'd ordered the wrong way up clown! Why would I order a wrong way up clown?

I didn't even know what one was - I said you're gonna cause a pile up at the marathon is that what you want? A massive pile up & me flat to my arse in a costume I cant even bloody believe exists?!

Yeah they're just saying it's jihadi - they've got him, filmed him blowing up a crow.

Right lets get one thing straight - Omar Khan he had nothing to do with this.

I knew him - I worked with him - you know he was actually working for MI5 ? cos he told me that himself

See what those videos show are just a bunch of lads mucking about -it's role playing, it's games innit. We've seen them do that. Probably made films themselves pretending to be footballers, or cricketers, or technicians. I've got a friend who pretends to be a technician.

When we talk about the so called terrorist attack on the London Marathon, we should remember one thing, most loud bangs are not bombs, they're scooters backfiring.

Omar is next to Barry. Waj is in the back with Fessal. Beady eyes. Barry is driving Omar and Waj to the airport. Suddenly he outbursts.Very pleased with this, tetchy Barry depockets his passport. Omar is taken aback.Fessal is unexpectedly on the spotBarry nods assent.Waj and Fessal laugh. Barry knows he is stumped.Fury rising - Barry slams on the brakes - recklessly - skidding. - pulls in to layby.A beat. Omar looks at the ignition key. Barry whips it out and shoves it in his gob. Waj grabs Barry's neck, claws his nose from behind him, & starts reaching into Barry's mouth. Barry, making stupid gutteral noises, swallows the key.

Super quick Waj piles out the car. Barry resists until Waj sticks his thumb in his mouth, and walks Barry to the boot of the car. Omar starts to hotwire the car. Barry complies with the frogging physically but protests.Waj opens the boot. Barry leaning in to Waj as he ties Barry up.Waj flips Barry into the car and slams the boot - Omar wire- starts the car - Waj clambers back into the back of the car - Omar to drive. CUT TO:

Waj is relieved. Suddenly Barry's head bursts thru the armrest panel in the back seatWith emphatic punctuation Waj slams Barry back into the boot and shuts the armrest on him.

Ah, look at the Paki Bono, wanna call him? You wanna call the special needs donkey.

High view of crowded Pakistani city. Tracking front view of Tuk Tuk drives through the crowded streets of a Pakistani city. New sounds.

Waj and Omar with Uncle X are rammed in a row of three - facing out through the back. Waj is scoffing a samosa. Uncle eyes them judgmentally. Waj is worried.He pulls out Waj's prayer reciting teddy bear.Uncle considers for a moment then shouts through to the driver.The Tuk Tuk screeches to a sudden halt outside a shop.In a back room full of junk & stores & caged chickens - Uncle rifles through Omar and Waj's bags. Chucking contents about with contempt - Astronaut food, Sports Nutriment, trainers, socks, bits of low level camping kit.Uncle X brandishes an Islam for kids learning book from out of the rucksack.Omar is gobsmacked.The boys stare at each other - specially Waj.He goes to leave.Uncle X leaves. Omar exhales in relief.They start to reload their bags.Beat.Exhilarated, they high five and embrace.

Pack up. If you make me trouble (Punjabi) I'll stitch your gobs to the fucking shit pipe.

Car 4x4 side/headlights speeds through barren landscape. Omar awake and Waj asleep on him as the car rumbles along. Car bounces through scrub near encampment - stops. The driver opens the door & hauls Omar & Waj out and goes round to the back of the car. Their bags arrive rudely through the air - driver jumps back into car and leaves them there. Alone in a big space. From 50 metres away - a voiceThey hurry over to the encampment - some camo'd tents - a shed and a vehicle - where a bunch of mujahadeen trainees are assembling for prayer.

(arabic) You making signals like you're (english) James fuck Bond?

These make signals & drones see them and attack us you piece of camel sphincter!

(arabic) Tomorrow, when we crossing valley to meet sheikh - you no! Stay here & clean guns.

(english) Both stay! Both - off the jihad - (arabic) After tomorrow you go back to fucking England - you English donkey - & you - (english) fucking Mr Beanz.

Waj is unrolling his prayer mat - but the guy next to him has a big problem with itWaj is puzzled - his prayer mat is facing the rising sun. This guy is forcing him to spin 180 degrees in the opposite direction.Omar alerted from his prayer preparations.Khalid is cross & suddenly there. Waj looks massively massively puzzled. Khalid is not impressed. The moment is broken by a noise from the sky. Khalid reacts suddenly - calls the trainees in to the shelter of the camo nets around the hut.As they duck under the nets - Omar spots the AT4 in the back of the motorbike wheelbarrow and starts to pick it up. Khalid knows this won't work.

A well-attended University Islamic Society debate is under way in a lecture theatre, a mixed White/Asian audience. A banner behind the stage reads "Islam - moderation and progress" with a smaller subtitle "Hallbeck College ISOC Debate". Barry is on the panel along with religious-looking older Muslim imam, a suited male White MP, a journalist white woman. Chairwoman is Asian, in a headscarf but very westernized.Suddenly a young Asian man is on his feet and shouting. HASSAN. 20. British Pakistani, ex public school. He's a wannabe. In a puffer jacket.The panel stare at him - on the verge of saying noThere's a rising sense of tension.Hassan opens his coat to reveal a bomb belt. There's a beat of stillness and uncertainty - people lean away from him, but it all feels unreal.He pulls his cord - his bombs are party poppers. There's confusion - a few shrieks - people not sure what's happened. Hassan reveling in his big point. Barry is the first to fill the stunned gap.Hassan is being dragged off by University Security, as he berates the audience.Barry turns to another panelist:

...in depth knowledge of Islam but what I do know is that most British Muslims they don't want to be out abroad fighting British foreign policy what they want to do is get on peacefully with their daily lives and we support them...

(applauding Barry) Yeah! Yeah! Man. This whole debate is twisted, man.

Nah, nah, nah, when you look at someone like me, you think 'bomber,' right?

Yeah, I'm da mujahideen, an I'm makin a scene, now you'z gonna feel what the boom boom mean, its like Tupak said when I die I'm not dead, we are the martyrs, you're just smashed tomataz - Allahu akbar!

Oh what man come on? What, just coz I'm Muslim you thought this was real?

The report makes crystal clear that the police shot the right man but as far as I'm aware the wrong man exploded. Is that clear.

Nah. He's got a clothes factory. I can get you a van. I can nick a van …

Well, you told us to come round. We've just come through the back, anti-surveillance like you said.

We're not bombing the mosque. Omar said we're not bombing the mosque.

Yeah but if they did change isn't the whole point of it to blame it on the kuffar and not take responsibility for it?

Yeah, what's that Mrs Thistle. No i dont want to resit my media studies. Stupid Mrs Thistle. I dont want to retake it. You know why, cos I've found a new purpose in life, and here it is....

I'm rappin. I'm rappin, I'm rappin in the moonlight, cos I don't need no shitlight, cos I'm feelin' alright.

She didn't see anything. I swear to God she didn't see the bottles and...Man I'll sort this out, I'll sort this out man, just give me a minute and I'll sort this shit out.

Help! Help. I'm accidentally a suicide bomber! I'm going to blow.

No no no! I'm real! (anxiously adjusting the sense) But not any more! …

we da muslimeen - we made some terrible scenes now you wanna know what da boom boom means? Its Like Tupak said when I die I'm not dead Fight and be slain. Die with no pain Got shaheed in ma heed 4 ma creed I daa-heed ! We are the martyrs - your just smashed tomataz (he is interrupted mid flow) what? (more muffle) I said "da- heed" - like died. (more muffle) it is clear. Da-heed!. Daaa-h- eeed. It doesn't sound stupid! Its like With respect bro you got bad fuckin knowledge - you like Maroon Five!

Hassan leaves the building. He trips down the steps pleased with himself, Barry is there waiting for him by his car.Hassan checks him, recognizes him from the panel. His eyes widen, he looks delighted.

Hassan is now sat in the car with Barry. (Static.)Barry is suddenly angry. Hassan looks alarmed.He lets the car into gear and drives idiotically into the wall. Looks at Hassan, nodding.Hassan looks to the door, Barry locks the car doors from the inside.Hassan stares back - 90% speechless. Nodding. Wide-eyed.Hassan is boggling.

Waj is holding his gun and talking to a phone he has propped up using a pile of rocks as his tripod.He fires the gun in the air & laughs. Khalid running out of the shed - past a parked donkey.Omar arrives running, from another direction.Khalid grabs the gun. Grabs the phone. Jabs Waj with the gun.Khalid rips the phone to bits and stamps on it. Then carries on whacking Waj.Massive shocked beat. Waj and Omar stricken - outbursts despite himself.He turns & strides off. Omar - furious and helpless - Waj broken.CUT TO:

Wide shot. Barry, Hassan and Fessal. Approach one garage in a backstreet of 14. Fessal is fiddling with lock.Fessal opens up the garage door. About 2 feet. They all have to crawl in. The others keeping watch. The last - Fessal - having to check for himself. They enter. Hassan filming on his phone. The floor is covered with bottles of bleach & screw top wine bottles - also containing bleach. Fessal talking to Hassan past cam.Barry's face is a clean slab of disbelief. And then I got one like this as well(again no change)"Can I have twelve bottles of bleach please"Fessal covers his beard, badly, with his hands.Hassan can't believe this - eye checks with Barry who nods solemnly - oh yes.

Guns in the back of the motorbike wheelbarrow, including an AT4 missile launcher in box. Rag cleaning bits of gun. On the ground beside the battered vehicle & shed & tents. Parked goat is impassive. Waj is distressed. Waj and Omar have been left behind.Omar carries on cleaning guns.Omar doesn't know what to say - goes back to cleaning the guns - but is distracted by a distant buzz. Both hear it. They stare at each other a beat. Omar scans the sky - finds something low on the horizon.Waj stares at it - fearful. Looking over his shoulder - we see it in the distance, approaching, zoom in to it. Shit!He's into the back of the vehicle opening a box with US markings on it. He reveals an AT-4 launcher & Spigot missile. Omar is manhandling the missile launcher out of the back.Waj withdraws. Cam is with Waj looking at Omar.Omar hits the button. A missile shoots out - but it shoots out of the back of the launcher and off across the valley. Omar was bracing himself the wrong way so he falls forward flat on his face. the launcher cricket-stumps out of his grasp. Waj looks at the disappearing missile & back to Omar.Omar looks up from the dust.The missile is streaking towards the sheikh's camp across the valley where smoke from the chimney indicates they have a fire in the grate. 3 dreadful seconds. The missile hits.will bro, tell me it is? Tell me it's God's will bro. The drone flies harmlessly past and away from both camps. Then all hell breaks loose at the Arab farm. gunfire and a couple of rockets - zooming across the valley. Omar and Waj - in a total funk legging it away from the farm towards the road. Ordnance throwing up pillars of soil behind them. Both shouting, screaming… crying.

Barry, Hassan and Fessal arrive outside in Barry's car. A woman and baby passes by on the pavement.They go inside the house.

In the dingy mess of Fessal's small house, Hassan still filming. Things moving very fast for him.Hassan is amazed.Fessal. Hassan shocked.Hands Fessal his tea with no extra comment.Hassan is fired up by this - Fessal's face is worried.

Camera finds Omar & Waj emerging into arrivals. Rough unchanged, no backpacks. Waj dazed. Omar pensive, rattled condition from what he's just been through. Waj sees Barry.He's never heard of it before - he says it like its a magic land.

Jump cut through the exit doors & outside there's Barry - waiting across the road with a smug grin. Omar walks towards him, gathering himself. Reaches Barry.Omar does not enjoy thisThis drives Omar off. Barry & Waj are stunned for different reasons. Then start to follow him.Omar & Waj are 5 metres ahead of barryBeat - then sees HassanMeters off, by Barry's parked car - Hassan - filming them.Omar grabs Hassan's cam off him.Waj laughs. Question hangs.Hassan doesn't know what to say.Omar does not accept the handshakeWaj handles Hassan.Waj still has a hold of Hassan, who is anxious to please.Omar looks at Barry then back to Hassan quizzically. (See Barry looking sheepish)Omar looks at Barry and back to Hassan again - a real "you did what?!" look on his face.Barry looks away from Hassan.Waj tightens his grip on Hassan.Hassan can't believe it. Omar goes up close to him.Hassan knows he really does have to walk. The others get in, Waj grins, shuts the door. Barry looks at Hassan as if to say 'played that wrong', or actually saysAnd gets in the car.

The conversation continues in static car with Hassan left standing gormlessly unsure what to do, outside the car.The car won't start.Barry pulls off - Omar briefly catching Hassan's eye to give him false hope before car drives off, then looking at him like he's shit & filming it on Hassan's camera phone.

Omar is reading a bedtime story to Mahmood, tucked up in bed (no book - he's making it up).

Omar is stood addressing Barry, Waj, Hassan and Fessal who are all sat before him in a line. The scene starts with Omar giving a significant look to Barry. Omar is going to straight drop a wopper.Fessal looks doubtful Hassan nods.Fessal looks too scared to challenge. Hassan nods, eyes blazing - Omar realizes this is serious starts pacing. He's having trouble taking this in. Barry enjoys this.Barry looks stunned. Hassan very taken aback.Hassan is silenced, Fessal pipes up.Beat, group reaction taking this in.Fessal laughs a bit. Barry tries to explain calmly.Omar goes for Barry - pushing - cuffing.A rising "bomb the mosque" chorus of encouragement from Waj, Hassan and Fessal - Barry is cornered, he suddenly does punch himself in the face - it hurts.The lads find this funny. Barry's nose starts to trickle blood.The lads laugh some more. Fessal instinctively & sweetly hands Barry a hanky - Barry wipes the blood off his nose.Barry fumes. Decides to leave.Fessal hands Barry a jay cloth and shockingly Barry suddenly cracks his nose with a headbutt in a confused act of self-piteous revenge.

Dancing in the Moonlight everybody's feeling warm and bright such a fine and natural sight every body's dancing in the moonlight.

The van marked "Malik's Cloth & Costume" is parked up outside the bomb factory. Bleak end terrace next to a motorway. Cars and lorries slish by.

This is the flat we saw earlier. It is becoming the bomb factory. On the floor are several boxes of Fessal's wine bottles with screw caps filled with bleach. There is also a stereo and speakers, and a guitar. Hassan and Waj are dancing to some niche beats. Hassan is wearing a rabbit head costume. Waj is doing a mock execution on the rabbit. Barry enters.We see Fessal wearing a rubber chicken head with coxcombe head costume emerge from kitchen.Waj starts to get into the music, and dances up to Barry.Lads exit shaking heads feeling foolish. Fessal shakes his head too.

Wicked. Wicked yeah man. (goes for it) lets blow up a load of fit slags at the marathon yeah?

Hassan and Waj approach the back of the van where Omar is handing out the last three boxes. He clocks Waj and Hassan headshaking.Omar's face, as Waj stands in front of him, shaking his head.

Omar, Hassan and Waj carrying boxes. To their left, a voice.(to Hassan) Who's this one? Clearly she's been fed code names for each of them - Hassan needs a code name too.She tries to pull the costume off the top of the box.Omar steps in.Omar is dragging Hassan away.

Hello Claude. (repeats it like she's trying it on for size)'Claude.' What's this?

I used to be in a band 'till ... all the birds fell off the roof

Oh. Oh I get it. I know what's going on here. I know what you lot are. You lot are a bunch of paki bashers. Mountie boys. Gays.

OMAR IS WATCHING BARRY'S VIDEO ON HIS COMPUTER. SOFIA GETS THE DOOR AND RETURNS BACK TO THE ROOM, WE SEE AHMED, OMAR'S OLDER BROTHER. VERY ORTHODOX, TRAD & STRICTLY NON VIOLENT. HIS ACCENT BEARS MORE OF A PAKISTANI IMPRINT THAN OMAR'S. AHMED HANGS IN THE DOORWAY WAITING FOR SOFIA TO LEAVE THE ROOM.OMAR BECKONS HIM IN - AHMED WON'T ENTER - WONT LOOK AT SOFIA AND SHIELDS HIS EYES FROM THE SIGHT OF HER.AHMED STILL SHIELDING HIMSELF WITH HIS HAND...A SUDDEN NOISE FROM THE GARDEN.THEY SPIN TO SEE MAHMOUD - SUPERSOAKER RAISED AT OMAR - DELIGHTED DAD IS BACK. ITS A FAMILIAR ROUTINE - OMAR PICKS UP A FLASHFLOOD WATER GUN FROM BEHIND THE COATS & POINTS IT AT MAHMOUD.EXPECTING THIS AND THRILLED, MAHMOUD LEGS IT BACK TO THE GARDEN. AHMED HAS A "TOLD YOU" LOOK ON HIS FACE AS HE PRODUCES A THIRD WATER PISTOL.SOFIA LAUGHSSERIOUS POINT FROM OMAR - AND SOFIA FULLY AGREES.SOFIA'S HAD ENOUGH - SWEEPS UP MAHMOUD'S SUPERSOAKER. HER ATTITUDE IS >>OH WELL IF I'M OUT OF CONTROL I'LL BE OUT OF CONTROL THEN<<SOFIA FIRES IT AT AHMED'S FACE. AHMED IS STUNNED - CONTROLS HIMSELF.SOFIA UNLEASHES ANOTHER TANKFUL. AHMED INCENSED FIRES A WATER PISTOL AT OMAR.AHMED LEAVES. SQUIRTING AND SHOUTING.OMAR LAUGHS HIM OUT OF THE HOUSE. AS THE DOOR IS SHUT THEY'RE LEFT LAUGHING AT EACH OTHER - A BEAT - SOFIA SQUIRTS OMAR IN THE FACE - AND HE SQUIRTS HER BACK...

Just come in and sit down. I'm not in the same room you can come in.

(Urdu) I need to talk to you about violence - there is violence in this house.

(rising impatience) Oh come on. It was a flippin toilet til you took the china out!

Well it must have been God's plan for him to be blown up on a sheep

Well, it can't be God's plan to leave the lads with Barry can it?

Come here. You were much more fun when you were going to blow yourself up, love.

Right well if they're going to blow themselves up in the wrong place, you've got to make sure you all blow up in the right place.

The place is a constructive mess. Bits of bomb making kit abound. White powder dries on paper plates. Tupperware boxes, nuts and bolts, tape & other bomb making kit. THe microwave they will later blow up. In the kitchen several saucepans of bleach are on the boil. The extractor fan is on. Cannister for making dry ice. A baby bath or two - for the acetone adding stage. And Fessal's bottles all clutter the surfaces.Omar is at the hob. In the sitting room, Hassan and Waj are taking it in turns to detonate small quantities of TATP on their hands. the feeling is of a jackass escalation. 1g 2g etc. This is instantly detectable without having to see each phase played out. Barry is sitting on the floor - absorbed in a construction of bolts and nails in a small tupperware box - exquisitely neat.Hass holds hand out in trepidation. Waj ignites the powder with a cooker lighter. Huge flash and puff. They both collapse in shocked thrilled laughter. Fessal is filming this on Hassan's camera and turns his attention to BarryWhile doing this Barry looks up at Fessal. He takes the camera and turns it on Fessal who hurriedly puts a box on his head. Hass has finished packing the cannister. Waj is gorming with excitementBarry swings the camera over to Hassan who raises the cannister. He hurls the cannister onto the floor. BOOOOOOM!!! Stunned lull... then post stunned jackass hilarity. Omar pops thru from the kitchen - half delighted but also annoyedOmar pops back in. Fessal -peeping out from his box is worriedOmar pops back in to leave no doubtFessal looks relieved, Omar pops back into kitchen. Barry turns camera on Fessal again who retreats under his lidFessal stands there in his boxFessal stands there in his box - clears his throat.

CU of a Crow sitting on a fence. Wearing a fag packet on its chest. Fussing around this is Fessal. He is wearing protective cans. And addressing the bird, muttering to himself, to brother crow - a bundle of nerves. A final reminder to brother crow - they've been through this many times before.He gets out the remote control, and then holds up his hand signaling the bird to wait, then walk runs to 20 meters away - hand still up - then signals the bird to attack by pointing very vigourously to the sheep-shelter. Still on its perch, the bird explodes. Fessal double takes. Stares at the smoking perch. Then throws an animated fit. Fessal is very upset, the bang scared him - and he's lost his brother crow, for no good reason. Long lens of this Rumplestiltskin like figure - freezes - a succession of sv freeze frames.

Fireworks are popping like fireworks in the night sky. It's the opening of a new shopping centre.

Hassan is there on his own. Playing a shoot em up game on his Wii/ playstation.Door bams open - Omar in his security uniform enters taking off his shirt.He sees only Hassan is there. Back to Omar pulling on his civvies.Hassan is surprised - he thought Omar knew.Omar horrified.He turns to leave.Omar has slammed the door.

Wastegound - NIGHTVISION - microwave being carried over rough ground. Fireworks in the sky - 3 figures on the ground. Fessal and Waj are carrying the microwave across the rough space. Lit by a torch carried by Barry. Fessal is wearing cans, scampers like a soldier crossing no man's land. Every time a firework goes off he dives for cover.56 They're putting the microwave down, switching on the mobile phone taped to the outside. They turn and head for cover. Behind some rubbish, Barry Waj and Fessal wait. Barry checks the sky. Looks at Waj & the hiding Fessal. Volley of fireworks.He looks at them angrily - speed dials. BANG! The microwave goes off with impressive power. Barry & Waj with looks of wonder, stand up - several beats. Barry is beaming, chuffed. Then Fessal pops up - glaring and terrified.Then he sees Omar - approaching fast.Omar chest shoves Barry onto his arse.

Waj, Fessal, Barry & Omar enter the bottom of the stairwell. Omar pissed off has Barry by the arm. Barry protesting.That's Barry beaten in one - but he is of course a cock.This squabble continues as Waj and Fessal open the door -Door opens to reveal Hassan and Alice. Jiving about ridiculously with headphones on - they're listening to Dancing in the Moonlight & emitting odd stupid random vocal noises & semi getting it on. The flat by the way, is a mess of bottles and bomb compounds. Omar has to be loud. Hassan 'n Alice are lost in their own box. Alice is pretty out of it - hazey - but given to sudden bursts of vocals - half words - growls! Slightly scary. Hassan is getting into it.He takes Alice's hands and jives with them.Omar chucks a shoe at Hassan - who breaks off his dance, looks horrified. Throws down cans. Doesn't know what to do next. Alice is still in her own box. Hassan in blind panic.Omar takes this in for a beat. It is a decent cover.She exits grandly. Omar listens for the second door slam. Turns to Barry, pointing at Hassan.Fessal gives Omar a fork.Hassan eyes expand - Barry gives him his little hook knife. Omar gestures to the door, Hassan, hardly believing his own movement approaches the door. Omar lets him reach it. Then explosively wrong foots him.Hassan right in the headlights - desperate to rectify.

We see Barry's wreck crawling, backfiring, through urban streets. Inside, Barry is driving with determination. On the passenger seat, Omar - perspicacious, pensive. In the back nervous Waj, Fessal & Hassan. All have rucksacks on their laps - the explosives inside. Barry is in paranoid mode. Fessal is wearing cans. Barry rams a speed bump.Hassan and the others look round. Behind the car is a milk float. Barry floors it.Barry floors it then the car makes a horrible grinding thumping big end through the crank case noise & stops.Everyone pulls on a rucksack containing TATP, and get out and start unloading the car. They also carry shopping bags at their sides. All looking around - paranoid - Barry charged up. Barry starts smooth fast walking round the car- trying to keep his torso on the same level, like a Steadicam operator.The others try to copy him.But barry's seen something.Omar clocks Matt! 50m off jogging towards them - thinks fast.Omar rubs Matt's paunch - Matt almost blushes.The others say 'alright' back. Then answer "Shopping", "marzipan" "chicken".He hustles them to go. They start crossing the road - Matt notices a spare rucksackHe chucks it underarm... Panic Hassan makes an almighty spaz up of catching it.They scuttle off - Barry drilling them on the max wall run. Matt looks at Omar pretty puzzled. Omar dials up an answer.Matt turns to jog off - producing a ludicrous "me and u bro on the KV" wave. Omar returns a mocking version of the same, turns, Matt exits squat-jogging

Hassan and Barry have made their way to the allotments. It's right on the edge of town, semi-rural. They're near a road but hidden from view by some trees. They're safe. Loading their sacks into the shed. Waj appears through the trees looking pleased with himself.Barry and Hassan are pleased to see him. They embrace.Barry draws their attention to Fessal who is now zigzagging around in a panic.Fessal looks behind him, he's freaked out by this.Waj is drawn in by the exciting game.Hassan gets out his phone, starts videoing Fessal. They're all laughing. Then as they watch/video it, a nervous, distracted Fessal leaps up over a drystone wall. He falls over - right next to a sheep - and explodes, taking the sheep with him. Hassan, Barry and Waj's stunned expressions. Hassan especially horrified. Staring at the screen of his phone. Comparing it to reality - willing the two to differ. CUT TO:

We see Barry, Hassan, Waj, running down to the site where Fessal and the bomb just went off.FESSAL! BROTHER FESS! FESSAL!:

Omar runs into the allotment looking stunned and furious.Omar glares.Omar who has been fighting anger and disbelief finishes processing the data.Omar's eyes fall on the plastic sack Hassan is carrying. As Omar blazes Hassan sobs. Omar is very very fucked off.Hassan stirs out of his state.Good point - thought digest beat.Hassan looks trapped, Omar stares at them - turns to Waj.Waj is split down the middle.Waj close to tears.Effectively handing them over to Barry, slams out. They stare after him - particularly Waj whose eyes stare in disbelief as he goes - brimming. CUT TO:

Omar trudges through park in a sad haze. Medium distant traffic. Park sounds. A ball skids across Omar's path.Omar looks up to see Ahmed and some of his studious & beardy discussion group waiting for their ball back. Omar mistimes a flick up and hoofs it back to them disconsolately.Omar clocks the studiously serious faces. Yeah fun.Ahmed gives him 'the face' - studious and serious - calm certainly bulwarked by 1,000 quotes.Omar slopes off

Omar on a laptop on the kitchen table. He looks depressed. He is on the kids website "puffin party". Omar's puffin (PuffO-1) has a speech bubble that says.He clicks on a speech bubble coming from (Wajpuff 1). This activates a stupid electronic puffin voice which says:He looks lost. Sophia appears behind him. He half looks round. She puts a hand on his shoulder.We see Sofia's brain realize this is terrible but ridiculous -Omar thinks >>OK<< but he wants the full instruction booklet.Omar looks back - that makes sense - but still.She kisses him gently - tenderness rises during the following.A tiny beam in Omar's eyes. The moment is broken by a voice from the doorway.They look up startled. Mahmoud has entered silently. Omar stares at Mahmood lost to a dawning revelation. Mahmood thinks the stare means trouble.Sophia extends a loving arm towards him - he approaches. She looks at Omar because Mahmood has hit the nail on the head. Omar is struck & if he were moving at all he would be faintly nodding.Omar is now nodding in the smallest possible way. The boy's right. Sofia knows it too. Loving family unity opening up like a flower in the sun. Omar smiles & nods. They all smile at each other - the perfect sweetness of family.

Omar is on the tram. With his work bag. Staring blankly. Behind him the plasma screen is showing news. The headline is "Asian man's head falls out of tree" - the news reader is reading a big story. Captions reveal what he's saying - Strap stays and pictures cut to:Man walking dog - a news walkie shot. Then Man's talking head describing how the dog was nearly hit as the head fell out of the tree. Omar double takes as he hears the Asian man's head story.

"the asian man's head was found less than two miles from the city centre today this afternoon Steven Fap discovered the Asian man's head when it nearly fell on his dog out of a tree"

Door. Omar bursts in, straight from the tram. Looks around. Sees another security guard and goes straight up to him.The security guard, gets the message and leaves Omar to talk to Matt. He stops in his tracks - Because Matt is dressed in a Handstand Clown upside down Illusion costume. He is red faced. Matt isn't expecting to see Omar, but is glad it's himHe stumbles around the room. To produce the illusion of legs n feet in the air - the costume forces you to walk around with both arms raised.But Matt's oblivious - stuck in his costume nightmare.Omar's face is lost in space.Omar gathers (huge effort)Matt nods and looks at Omar who is lost in a very loud box.Omar leaves as quickly as he came in.

Knocking. Whispering "who's that?" More knocking.Barry is letting Omar into the room. Waj & Hass are in there.Hassan, looking more and more anxious and doubtful - blurtsOmar has effectively won that one - its time for a call to actionHass is frozen between barry and omar. Waj is notOmar struck beatWaj is nearly crying. Omar has to dig deepBeat - this decides it for Waj.

Police vans pull up in the street and cut engines. Northern Armed Response.

He's upset - hurt - post traumatic. 58 EXT STREET. OUTSIDE HOUSE. NIGHT - CONTINUOUS \*\* Northern Armed Officers start moving silently up street.

Northern Armed Officer's. In position. Waiting. A door ramming team moves into position.

Omar - still caught in Waj's bearish hug, wants to address hassan. He disengages, rotates waj by 90 degrees, goes back to hugging but this time he can see Hassan past WajWe cam see that hass is trapped but can't escape - and even in this state he can see omar's way is better than barry'sHass hurls himself into the Waj-Omar hug. Waj's arms him in. They're clinging on to Omar like he's their rock.They're laughing at him now. Barry is disgusted

Blam! The Northern Armed Officer's ram the jacked door down. Noise - DOGS (OOV)!. And they're into the hall and all over Ahmed's house. 8 or so lads are kneeling, praying, led by Ahmed:They are already all on the floor. Hands over heads. The armed officer shows Ahmed the water pistol.The police rip open another door to reveal a closet containing three very surprised looking muslim ladies cramped together on wooden chairs drinking tea.

Get on the floor! Shut the fuck up! Show me your hands!Shut the fuck up! Get on the floor! Shut the fuck up! Shut the fuck up!

Omar jumps out. He turns to three expectant faces. Takes keysSpins towards hospital entrance.

Omar through a busy A&E. He spots Sophia at her workstation: triage nurse. & he sees she's talking to a police officer. He thinks a moment, he's got to do this, slips behind a screen, emerges with clipboard & stethoscope, putting on white coat and strides straight towards her - interrupts the cop. During this Sofia holds back the five mad monkeys trying to leap out of her face.Omar winks at the cop.- and leaves.

The gang are en route now. Omar is driving, Barry next to him, Waj and Hassan are behind them. … deep in thought. Omar check them out - thoughtful faces - Barry pretty suspicious - Omar switches on the CD player - Hassan's jihadi songs - starts humming along... looks at Barry who's having only the barest of it - Hassan and Waj a bit more.... esp when Omar mimes with the firing guns

Vehicle swooshes past 69 EXT HASSAN'S VAN / MOTORWAY. PRE DAWN \*\* Van bombs past cam again- it's a bit lighter. Dawn.

Even higher spirits. Hard to say who is leading the singing. Easy to see Barry is not happy.71 EXT HASSAN'S VAN MOTORWAY. AFTER DAWN. \*\* Hassan's Van approaching London. 113 CUT TO:

In a shut for Sunday no cams back alley the guys are putting on their bomb belts, they are shielded from view by the Van. They keep watch but they're in a relatively safe spot. Waj is putting on his belt with great care. Omar fixing the detonator.Barry is fixing up Hassan's detonator, doing some complicated work round his back. Hassan is a bit nervous. Their costumes are half on. Omar is a Honey Monster, Waj is a sexy ostrich, Barry - still sulking - is a ninja turtle and Hassan has the upside down clown we saw matt struggling with. There is an air of final purpose.Hassan has noticed this and we see him tuning in and following less biddably than Waj.Waj is practically hallucinating in bafflement.Waj gets it - flooded with relief - back on track.Omar looks to where Hassan is pointingTwo police cars at the end of their lane - a cop coming up towards them. Barry mutters.The cop is there.Pause. Has this worked? The cop scrutinizes Hassan.it's still horribly uncertain the cop is buying this then…He grins - a very slight version of Omar starts laughing - urging the others to laugh with him.More laughter. For Hassan this irony is not so merry.The officer leaves. They pretty much hold their breath as he walks away. Then they turn towards the van. Hassan's eyes bulge as he watches the cop leave. He's now about 50 yards away. Suddenly Hassan bursts towards the police cars.Hassan pulls his head free of the costume & sticks his hands up. He's in a total panic.We see Barry has a phone, he's surreptitiously dialing it.(emphasizes hands up screams) LOOK! And Hassan immediately explodes. The cops - 15 metres from him are knocked over.There is a beat of shock and disbelief. The cops pick themselves off the floor. Omar, Barry and Waj stay immobile a beat then.And Barry's off - then Omar with Waj, into the side lane.

Red zone, it's back down there, left, second left again, and there's marshalls, they'll tell you where to park (thinks they're daft) You're gonna die in that gear lads!

They stop, down a side lane. Barry looking back - in a thrilled haze about what he's just doneomar bringing waj back into focusThey hug, then Waj runs off smooth fast with a smile - his course bending to the left. We see this wide in an open space. Barry snorts contemptuously - a terrible party in his head.BARRY ENJOYS THIS CRUELLY. OMAR SCARPERS. BARRY PICKS UP HIS HEAD & SHOUTS AFTER HIM.

The three of them smooth-running - adrenalized near panicked but smooth as possible running - eyes darting everywhere for cops. A siren goes off. But no sign of cops.See Waj running through columns, Barry and Omar running down same street, but don't meet. CUT TO:

Omar backstreet max wall free running - checking everywhere, upwards too: copters - turns corner, sees race 20 meters ahead. Stops. CUT TO:

Waj smooth fast fool gait - sees cops up ahead - oh shit! And is down a side road - sirens start up. Run Waj! CUT TO:

Waj is running. Looks up. Copters. He looks ahead. A cop car. He ducks down the back alley of a terrace of businesses. Sirens. And suddenly two cops ahead - at the far end of the alley - on radios and pointing. Waj spots an open door at the back of one of the premises, runs across the back yard, and thru it - the back half of a kebab shop -He pelts through that and out of the front. Police! Running down the street. 3 from one side, 2 and a motorbike from the other. He shouts at them all. Revealing his bomb.The police stop in their tracks. Waj is fleetingly chuffed. Then back into the kebab shop. There's four guys in there seated and two guys behind the counter, Ali and Nabil, all Asian.One lad scrabbles over and flicks the switch for the metal shutters.Holds up switch.Off their terrified bemusement

Omar - the honey monster - is now actually running (like max wall) in the body of runners in the marathon. He's running so stupidly the crowd cheer him past. He waves.

Two snipers - are positioned behind a balustrade.Snipers look at each other train their sights.Scanning views down the rifle sights. 200 Runners running towards and past camera - including a wookie. - view sweeps back 20 metres, we see Omar too.

Active Targets are Ostrich and a Grizzly bear. Ostrich and Grizzly Bear are targets.

(Into radio) The bear is down repeat the bear is down. (To sniper 4) I got the bear!

(swipes radio) A Honey Monster is a bear. A Honey Monster is down. He was the target. He was a bear.

(into radio) The Honey Monster is not down control. We have a wookie down.

(interrupts & to 4) NO! The wookie is down and the wookie is not the target

Omar is stopped. Ahead of him The wookie is down - the immediate area is blocked - police and marshals appear - people rushing around - shouts …

Correction Honey Monster. Target bear is now target Honey Monster.

Omar's route is blocked now by chaos. He looks up - helicopters.

The door is locked, the shutters down. Waj is sat down with a kebab - munching - the hostages are staring at him in terror. He's taken off his ostrich & is enjoying the grub.Nabil standing with his hands up plucks up courage.Flummoxed faces.

Police sirens, helicopters overhead. A car pulls up. A man with a beard and skullcap steps out like the cavalry. Nods at the uniformed police. One of them hands him a phone. He accepts it with smug entitlement. The Negotiator has arrived.

Omar sits down at a table looking out on to the street - takes his Honey Monster head off - puts it on table - looks round. HE PULLS OUT HIS PHONE TO CALL WAJ. NOXIOUS MAN CLEARS HIS THROAT NOISILY BEHIND OMAR. OMAR LOOKS ROUND. NOXIOUS MAN, WHO IS READING THE SUNDAY TIMES, POINTS SELF RIGTHEOUSLY TO HIS QUIET ZONE T-SHIRT. OMAR ACKNOWLEDGES - TOO DISTRACTED TO BE PISSED OFF. THE KNOW ALL MAKES A SOME-PEOPLE-HAVE-NO-KNOWLEDGE-OF-ELEMENTARY- THERMO-PHYSICS FACE TO HIS WIFE. CUT TO:

We inter-cut between the Kebab shop and Prêt.REASSURING FACE TO THE LADS.(LOOKS AT NABIL - POINTS)WAJ TAKES A PICTURE OF HIMSELF ON HIS PHONE.WAJ TAKES THE PHONE FROM HIS EAR, RINGS OFF AND STARTS TO TEXT THE PICTURE.IN THE CAFE, BARRY SUDDENLY RUNS IN SWIPES THE PHONEBARRY LEGS IT TO THE DOOR. OMAR FOLLOWS. OMAR EXITS AND BARRY WUMPS HIM IN THE NUTS.(HOLDS UP PHONE, LAUGHS): BARRY IS WALKING BACKWARDS & LAUGHING AND FIDDLING WITH OMAR'S PHONE - TAKING THE SIM CARD OUT. HE HOLDS UP THE PHONEHE CHUCKS THE PHONE AT THE STUNNED OMAR - AND POINTEDLY POPS THE SIM CARD IN HIS MOUTH AND STARTS TO CHEW, BACKING AWAY INTO THE STREET.SUDDENLY HE CHOKES.BARRY'S PANICKING NOW - HE CAN'T BREATHE. HE'S STANDING THERE, STILL, DOUBLING OVER AND CHOKING.NOXIOUS MAN BRUSHES OFFICIOUSLY PAST OMAR.HE HEADS ACROSS TO BARRY.BARRY'S EYES ARE WIDE - TRIES TO GESTURE "NO, NO!" AS NOXIOUS MAN GOES BEHIND HIM - LINING UP FOR A HEFTY HEIMLICHOMAR LEGS IT. BARRY WHEEZING TO STOP HIM BUT CAN'T SPEAK - NOXO PREPS HIMSELF FOR THE FULL ANTI CHOKE MANOEUVREBARRY'S EYES LIKE FRIED EGGS. HEIL HEIMLICH. BARRY BLOWS.

I've done this before sonny. Now there we are now, now don't fight it.

Police cars/armed officers (KEBAB SHOP ARMED RESPONSE) are gathering at the end of the kebab shop street.

Waj is at the table with Nabil, the hostage. Nabil is shivering, he's wrapping himself up tight in his puffa jacket. Looking very nervous. Waj puts an arm round him, and offers him a morsel from his plate that he's happily eating. Then Waj's phone rings. He looks shocked, takes it out of his pocket.

You're an arse man aren't you Waj? I knew you were bro - you're an arse man. You're a massive arse man,

Not for this model, but we can sort you out for you if you want to come with me.

What sort of call plan would you like? We've got the Labrador? The Dragon? How about the Hermit Crab? It's eighteen hundred free texts.

Gets out a credit card.Omar looks defeated, runs out101 CUT TO: CUT TO:

you into then Waj.Waj puts his phone on speaker to include Nabil in the joke.Clicks off.Nabil's vexed mush.104 EXT STREETS. \*\* Omar runs trying to find the Kebab shop.

Nabil is staring at Waj wondering how the hell his day turned into this.Beat for Nabil to fail to respond.

Omar, now a headless honey monster. Omar hiding from a passing copter under a projecting lip of architecture. Scurries out & round a corner into a more crowded street and immediately bumps into Matt, in his rabbit gear. He looks anxious and emotional. He has cuts and bruises. And the impact knocks him over.

Waj's phone rings again.Desperate, Nabil grabs the phone and answers it.Waj grabs the phone off himCOPS BURST IN AND SHOOT NABIL. 108 EXT SHOPPING PRECINCT - CONTINUOUS \*\* OMAR HEARS THE GUNS DOWN THE PHONE

WAJ BLINKING. HIS PHONE ON THE FLOOR - OMAR'S TINY SHOUTS JUST AUDIBLE. WAJ CAN HEAR IT - CALLS OVER TO IT.WAJ TURNS, CONFUSED, HALF SMILING.KEBAB SHOP BLOWS.

OMAR HEARS A HUGE NOISE ON HIS PHONE AND AMBIENTLY IN THE PRECINCT. OMAR LOOKS UTTERLY LOST - BLOWN AWAYOMAR SEES COPS AT TWO SEPERATE POINTS OF PRECINCT - HE LOOKS ROUND - SEES CHEMIST - MAKES A DECISION.OMAR IS ACTUALLY CRYINGHE TURNS - STARTS WALKING AWAY.OMAR TURNS BACK AND WALKS TOWARDS CHEMIST. MATT IS PUZZLED.REAR VIEW OF OMAR GOING AWAY TOWARDS CHEMIST. CU OMAR'S FACE AS HE WALKS TOWARDS THRESHOLD OF CHEMIST. HE IS PUSHING HIMSELF ON AGAINST WAVES OF SADNESS REAR VIEW SEE OMAR DISAPPEAR INTO THE SHOP. CUT TO MATT STILL TAKING IT ALL IN BANG! FADE OUT.: 112 END CREDITS \*\*

We see a hangar in the distance and the quiet flat surroundings of norfolk.

The huge hangar is empty except for a single large shipping container. It doesn't look large. It looks very lonely - by itself in the huge space. There are a couple of guards at the doorway of the hanger (the human not the plane doorway which is shut)

The container interior is bare. Two US private security guards stand behind Alex - who is seated across a desk from Ahmed - dressed as an extraordinarily rendered detainee - and seated uncomfortably on a metal chair.He pushes a little Egyptian flag across the table.Alex looks genuinely outraged. Ahmed is wild eyed, trapped. Alex holds up a weetabix as if this will help prompt something from Ahmed. Needless to say it doesn't. 145 CUT TO: 146 CLIP OF Matt as eyewitness convinced it wasn't Omar and someone needs to ask some proper questions …..CLIP OF HASSANS VIDCLIP OF MATTCLIP FESSAL MARTYR VID WITH A BOX ON HIS HEAD CLIP OF MATTCLIP OF SHEIK'S CAMP NEWS FOOTAGE \*\*: CLIP OF OMAR AND WAJ MARTYR VID END \*\*

This is RAF Mildenhall. But it's acually Egypt. When you entered the base, you left Britain and you passed through US jurisdiction and into this container which is internationally recognised as the sovereign territory of Egypt, you are now in Egypt.

There are some pretty hellish Egyptians behind that door there. They use electrodes, drills - (he's genuinely upset by this) And biro refills...Do you know what I mean?

The film opens with crowds of girls , shot in a sequence of CLOSE - UPS , chasing after GEORGE , JOHN and RINGO . The boys hare off just ahead of them . They take a turn down a back alley way and the crowds of screaming girls are after them .

They rush on through the narrow cobbled passageway and into the main station , quickly show their tickets at the barrier for the London train , and get onto the platform as hordes of yelling and screaming girls reach the closed gates .

We see the fans rushing to the few platform ticket machines , and endless pennies being dropped and tickets torn out in their haste to get onto the platform to see the boys . NORM has been waiting for the boys and he hurries them to where all their baggage , instruments and the drums are waiting , piled up to be put into the guards ' van . The boys turn and see the oncoming stream of girls pushing through the barriers and descending on them with yells and shouts . They grab their instruments , RINGO makes for the drums . NORM plugs into a handy transformer and using their instruments like a gun volley to stop the onrush of females , the boys blast fire into a number and start to sing . This stops the girls in their tracks and they settle down on whatever they can to listen to them playing . As the boys are playing , we CUT BACK into the crowds . In the centre we see PAUL struggling and pulling to fight his way through the girls to join the other boys . He is dragging a very reluctant old man behind him . The old man seems most disgruntled and we can see by his gestures how unwilling he is to be pulled and pushed forward through all the girls . At last PAUL reaches the other boys . He sits the old man down on a pile of cases and joins in the number to the squeals of delight from the fans . The old man sits aloof and proud ignoring the whole proceedings . JOHN , GEORGE and RINGO look enquiringly at PAUL who gives a noncommittal shrug of the shoulders as if to say , `` it 's not my fault '' and the number proceeds . SHOT of sudden horror on JOHN 's face . PAUL follows his eye line only to see the old man has doffed his cap and is busily collecting money from a disconcerted crowd . PAUL dives hastily into the crowd , and with suitable apologies extracts the old man and with a long suffering sigh drags him back to the group . GEORGE and PAUL hold him firmly as they finish the number , the old man standing there between them . As the number finishes and the girls scream and shout with delight , the guard blows his whistle . NORM and SHAKE grab the instruments and the drums , and with the rest piles the lot into the guards ' van . The BOYS head into their reserved compartment pursued by the fans but the train moves off . They have successfully repelled all extra boarders . THE BOYS stand and wave to the fans until out of sight line . the girls running along to the end of the platform waving and calling out .

The boys relax , sitting down on one side of the compartment . They are about to settle down and make themselves at home when first RINGO nudges GEORGE who in turn nudges JOHN . Opposite them is sitting the LITTLE OLD MAN . He is holding himself stiff , erect and very aloof . The three boys look at him enquiringly but with an elaborate sniff he looks away from them and out of the window . PAUL catches his eye and winks at the LITTLE OLD MAN . He winks back at PAUL , scowls at the other three then looks firmly out of the window again . The boys turn on PAUL crowding around him .The lads all look intently at the GRANDFATHER .He leans across to GRANDFATHER .The GRANDFATHER nods soulfully glares at him , in a way that indicates yes .He inspects GRANDFATHER carefully .They all agree with PAUL . JOHN has been examining GRANDFATHER . He now leans forward to him .The lads all laugh .At this moment , SHAKE , a tall man who works with the BOYS , pulls open the door of the compartment .He sees GRANDFATHER .NORM the road manager appears behind SHAKE .He looks sharply at JOHN who is polishing his nails .He sees the GRANDFATHER .GRANDFATHER rises .GRANDFATHER joins SHAKE and NORM .SHAKE and NORM collect GRANDFATHER and are in the process of leaving the compartment when a fat upper class city Englishman , JOHNSON , attempts to enter . There is a bit of confusion and they get tangled up with each other .At last SHAKE , NORM and GRANDFATHER sort themselves out and JOHNSON enters with his case . The other three go to coffee . JOHNSON puts his case up on the luggage rack , then sits down . All his movements are disgruntled . he finally picks up his copy of the Financial Times and burying himself behind it , starts to read . After a moment he looks up , notices the compartment window is open . He gets up and without so much as a `` by your leave '' he closes it , glares at the BOYS and sits down again . The boys exchange looks as if to say . `` Hello , Saucy ! ''He disappears behind his paper before the BOYS can say another word . RINGO pulls a face at the raised paper and switches on his portable radio . A pop number is playing . JOHNSON puts down his paper firmly .JOHNSON leans over and switches it off .He smiles frostily .The boys troop out of the door into the corridor . JOHNSON smiles triumphantly . He is about to settle down to his paper when there is a tap on the corridor window . He looks up and we see pressed against the window a collection of hideous Beatle faces .The man jumps to his feet .

Oh, that's me other Grandfather, but this one's me Grandfather and all.

Well. everyone's entitled to two, are n't they, and this is me other one.

You see, he was going to get married but she threw him over for a butcher.

No. it was his sweetbreads. She was dead kinky for sweetbreads. Anyroad, me mother thought it ` ud give him a change of scenery, like.

Him, he costs you a fortune in breach of promise cases. He's a villain and a right mixer as well.

The lad's given you the simple truth. I'm cursed wid irresistible charm, I'm too attractive to be let loose.

Well, thank God you're all got here. Now, listen, I've had this marvellous idea. now just for a change, let's all behave like ordinary responsible citizens. Let's not cause any trouble, pull any strokes or do anything I'm going to be sorry for, especially tomorrow at the television theatre, because.

Ah well, there you go. Look, I'm going down the diner for a cup of coffee, are you coming?

Do n't be cheeky, I'll bind him to me with promises. Come on, Grandad.

Yeah, but there are four of us, like, and we'd like it open, if it's all the same to you, that is.

Well, it is n't. I travel on this train regularly twice a week, so I suppose I've some rights.

An elementary knowledge of the Railway Acts would tell you I'm perfectly within my rights.

Yeah, but we want to hear it and there's more of us than you. We're a community, like, a majority vote. Up the workers and all that stuff!

Then I suggest you take that damned thing into the corridor or some other part of the train where you obviously belong.

Knock it off, Paul, y' ca n't win with his sort. After all, it's his train, is n't it, Mister?

Aye. but what? They do n't take kindly to insults you know. Ah, come on, you lot. Let's get a cup of coffee and leave Toby the manger.

If I let you have your own way, you little rascal, will you respect me?

Eh, have you got a nail file, these handcuffs are killing me. I was framed. I was innocent.

Do n't worry, son, we'll get you the best lawyer trading stamps can buy.

` cos they usually reckon dogs more than people in England, do n't they? You'd expect something a little more palatial.

It's all right for you, you could n't get a pen in your foot, you swine.

While the swine's away the piglets can play. Well, come on, what are we waiting for?

Yeah, you know, `` O.K. Buster, follow that car, there's a sawbuck in it for you if you get real close!''

Well, remember, its Leathery Magee up ahead in that convertible, so cover me in the stake - out.

Well, you should n't have had bacon for your breakfast, you cannibal.

Eh. do n't call him sir, he's got enough delusions of power as it is.

How'd you like a dirty great drum roll giving you a clout right in the middle of your solo?

Excuses, that's all we get and you know you fancy yourself in the Coldstreams.

You wo n't interfere with the basic rugged concept of my personality, will you, girl?

Nothing, he's trying to brainwash me and give me personality doubts. oh, he's a swine but a clever swine, mind.

He's sex - obsessed, the older generation are leading this country to galloping ruin.

Aw, leave him alone Paul, he's back, is n't he? And it's not his fault he's old.

That's right, but he's only asking us to pay attention to him, are n't you?

You know your trouble - you should have gone West to America. You'd have wound up a Senior Citizen of Boston. As it is you took the wrong turning and what happened, you're a lonely old man from Liverpool.

You two have never had a quarrel in your life and in two minutes flat he's got you at it. He's a king mixer. Adam and Eve, meet the serpent. Anthony and Cleopatra, there's your asp. Divide and Conquer, that's this one's motto. He hates group unity so he gets everyone at it.

Excuse me, but these young men I'm sitting with wondered if two of us could join you ; I'd ask you meself only I'm shy.

You ca n't trust you with anything, Norm, if you've lost him, I'll cripple you.

Oh no, you're not. You've gone too far this time. and who's paying for all this?

Let's face it, you're lucky to be here. If they'd have had their way you'd have been dropped off at Stafford already.

Well, you've got to admit you've upset a lot of people. At least I can keep my eye on you while you're stuck in here.

All right, how about Ringo? I mean. he's very upset, you know. and as far as your girlfriend, little Audrey's concerned, she's finished with men for the rest of her natural, and another thing.

Oh, it's all right for you but those two girls were scared to death! Honest, Grandad, why? I mean, why do you do these things?

With a trombone hooter like yours it'd be unnatural if you did n't.

`` The Management of Boyd's takes pleasure in requesting the company of Mr. Richard Starkey, that's you, in their recently refinished gaming rooms. Chemin de Fer. Baccarat, Roulette, and Champagne Buffet.'' Blimey!

Yeah, It's all your fault, getting invites to gambling clubs. He's probably in the middle of an orgy by now.

Shove the gentleman jockey in the make - up room or something and keep your eye on him, will you?

What's the matter with you? You were bashing away like a madman.

We've got only half an hour till the final run - through. He ca n't walk out on us.

D'you know something, `` They'' do n't worry me at all. Anyroad, I only fancy listening to you. that's all but if it worries you. well.

Yeah. I mean, sure, well, I took it at school but I only ever heard boys and masters saying those lines, like, sounds different on a girl.

Do n't mench. well, why do n't you give us a few more lines, like?

You do n't half slam the door in people's faces, do you? I mean, what about when you're playing the part, like, hundreds of people'll see you and.

`` I do n't believe you, sir.'' and all that. Yeah, it was gear.

What of? Look, I would n't do it unless I was. I'm dead lucky ` cos I get paid for doing something I love doing.

No, hang on, I've not gone daft. You see, when I was little me mother let me make some treacle toffee one time in our back scullery. When I'd done she said to me, `` Go and give some to the other kids.'' So, I said I would but I thought to meself, `` She must think I'm soft.'' Anyroad, I was eating away there but I wanted somebody else to know how good it was so in the end I wound up giving it all away. but I did n't mind, mind, ` cos I'd made the stuff in the first place. Well. that's why you need other people. an audience. to taste your treacle toffee, like. Eh. does that sound as thickheaded to you as it does to me?

Well, look at it this way, I mean, when you come right down to it, that girl, she's a bit of a scrubber, is n't she?

Eh, fella, you want to try pulling the other one, it's got a full set of bells hanging off it. Y' what? I know your sort, two cokes and a packet of cheese and onion crisps and suddenly it's love and we're stopping in an empty shop doorway. You're just after me body and y' ca n't have it. so there!

Oh, definitely, it sticks out a mile, she's trying to get him to marry her but he does n't want. well. I do n't reckon any fella's ever wanted to get married. But girls are like that, clever and cunning. You've got to laugh.

Me? Oh, I do n't have the time, I'm always running about with the lads. no, we do n't have the time.

Aye, it is but as long as you get by, it's all right, you know. bash on, happy valley's when they let you stop. Anyroad, I'd better get back.

Aye, we were looking for Ringo. But we realised he must have come back.

Well, I got a few things to say to you, two - faced John McCartney.

Aye, but do n't rush. None of your five bar gate jumps and over sort of stuff.

I do n't really know, but it sounded distinguished, like, did n't it?

No. I mean, it's probably a honeymoon couple or a company director or something.

Oh, do n't pay any attention to him, he was just fulfilling a lifelong ambition.

He's very touchy about those his drums, they loom large in his legend.

You're getting out of hand. I do n't know what's come over you today.

Look, I'm terribly sorry but I'm afraid there's been some sort of a misunderstanding.

Oh, yes, the lads frequently gather round the T.V. set to watch her for a giggle. Once we even all sat down and wrote these letters saying how gear she was and all that rubbish.

She's a drag. A well - known drag. We turn the sound down on her and say rude things.

It's highly unlikely we'll be on. I mean the law of averages are against you and it seems that, etc., etc.

Yeah, I know, that's why I took up the drums. It's me active compensatory factor.

No, I know the psychological pattern and it plays hell with me drum skins.

He's given me a bad character, blackguarding me name to all and sundry. He's got to be stopped. It's not fair.

That's right retreat behind a smoke screen of bourgeois cliches. I do n't go round messing about with your ear - phones, do I?

Yeah. funny really, ` cos I'd never thought of it but being middle - aged and old takes up most of your time, does n't it?

Hoop, this is n't a hoop, it's a lethal weapon. Have you got a licence for it?

Well! A boy of your age bowling `` hoop'' at people. How old are you anyway?

Well that's lovely talk, that is. And another thing, why are n't you at school?

Look, I'm Ringo Starr. I've got a show to do in a few minutes you've got to let me go. I'm Ringo.

Before you go, I think it's only fair to warn you about me Grandson. do n't let our Paul have his own way all the time, ` cos if you do he wo n't respect you!

Convicts in transit to Wormwood Scrubs. Typical old lags, the lot of'em.

That little one's the worst. If we do n't keep him on tablets he has fits.

Get out while you can, ladies, his time's coming round for one of his turns.

Now, Audrey, I told you, the name's John. We show biz people are a friendly lot.

Yes, they were playing the queues outside the picture palaces of Liverpool. Scruffy young lads, lacking even the price of a jam roll. Orphans, every Paddy's son of'em. I saw their potential at once although I had me doubts about the little fella, a savage primitive, that Ringo, but it was him what gave in first. He picked up a brick and heaved it at me and I quelled him wid one fierce flash of me eyes. `` Mister, can you spare us a copper?'' he said. I was disarmed by the grubby little outstretched mauler. So, I took them under me managerial banner.

Oh, not at all, I let them have twenty - five ; sure are n't there four of them?

And to think me own grandson would have let them put me behind bars!

A harmless bit of fun, aah, none of you have any sense of humour left these days.

Well, it may be a joke, but it's his nose. He ca n't help having a horrible great nose, it's the only one he's got. And his poor little head's trembling under the weight of it.

It's your nose, y ` see. Fans are funny that way. Take a dislike to things. They'll pick on a nose.

Quite right, invites to gambling dens full of easy money and fast women, chicken sandwiches and cornets of caviar, disgusting!

A glass of the old chablis to wash down a gesture of giblets would n't go amiss.

Lead me to it, I've a winning itch that only success can pacify.

We've just finished, Pauly. Hey George, write us your John Henry on this picture.

Hey Pauly, they're trying to fob you off wid this musical charlatan but I've given him the test.

Lookit, I thought I was supposed to be getting a change of scenery and so far I've seen a train and a room, a car and a room and a room and a room. Well, that's maybe all right for a bunch of powdered gee - gaws like you lot but I'm feeling decidedly strait - jacketed. This is no life for a free - booting agent of my stamp. I'm a frustrated man and that class of McCartney is a dangerous McCartney.

You're too young for a fella of my cosmopolitan tastes, so do n't press your luck.

Will you ever look at him, sitting there wid his hooter scraping away at that book!

Have you no natural resources of your own? Have they even robbed you of that?

Can you now? Aah. sheeps' heads! You learn more by getting out there and living.

Any old where. but not our little Richard. oh no! When you're not thumping them pagan skins, you're tormenting your eyes wid that rubbish!

That's it, parading the streets. trailing your coat. bowling along. living!

You're living, are you? When was the last time you gave a girl a pink - edged daisy? When did you last embarrass a sheila wid your cool appraising stare?

At least I've a backlog of memories, but all you've got is that book!

Do you think I have n't noticed. do you think I was n't aware of the drift? Oh. you poor unfortunate scuff, they've driven you into books by their cruel, unnatural treatment, exploiting your good nature.

And that lot's never happier than when they're jeering at you. and where would they be without the steady support of your drum beat, I'd like to know.

When you could be out there betraying a rich American widow or sipping palm wine in Tahiti before you're too old like me. A fine neat and trim lad the class of you should be helping himself to life's goodies before the sands run out. Being an old age pensioner's a terrible drag on a man and every second you waste is bringing you nearer the Friday queue at the Post Office.

I meant no harm. I was only trying to encourage little Ringo to enjoy himself.

Here they are, personally signed and handwritten by your own sweet boys. The chance of a lifetime. Be the envy of your less fortunate sisters!

Well, you got me here so do your worst but I'll take one of you with me.

Oh, I know your game, get me in the tiled room and out come the rubber hoses but I'll defy you still.

You ugly, great brute you, you have sadism stamped all over your bloated British kisser.

I'm soldier of the Republic, you'll need the mahogany truncheon for this boyo. A nation once again.

Ringo, me old scout, they grabbed yer leg for the iron too, did they?

Keep your voice down, this lot'll paste you, just for the exercise. Oh they're a desperate crew of drippings and they've fists like matured hams for pounding defenceless lads like you.

That sergeant's a body - blow veteran if ever I measured one. One of us has got to escape. I'll get the boys. Hold on son, I'll be back for you.

All right, you paid assassins. Johnny McCartney'll give you a run for your threepence ha ` penny.

The old fella wanted these pictures and Norm said he could n't have'em, all I said was ` aw go on, be big about it.'

Aye, come on, honest, that grandfather of yours is worse than any of you lot.

as they head up for the show. Oh yes, well I mean it ` ud be a pity to miss the show, would n't it like.

Well, you do n't have to rub me nose in it. I've a good mind to.

Your Grandfather pointed out Shake was always being taller than me just to spite me.

Do n't move, any of you. They've gone potty out there. The whole place is surging with girls.

No, you ca n't. Look, as soon as I tell you, run through this door here and into the big car that's waiting.

It's homework time for all you college puddings. I want this lot.

Will you all stop it, you're like a gang of school kids. I knew this was going to happen one day.

Get ready John, open the door and as it draws up, out you go and straight in.

All right, all right. If you do n't need this lot, I'll lock'em up in the dressing room till you do.

Oh, I've toyed with the idea of a ball and chain but he'd only rattle them at me. and in public and all. Sometimes I think he enjoys seeing me suffer.

Get behind that door, they're coming. Someone's coming. Quick, hide!

Now. We were trying to catch you redhanded. I thought I told you lot to stay here?

Oh shurrup and come on John. They're waiting for you in the studio.

Now listen, John, behave yourself or I'll murder you and, Shake, take that wig off, it suits you.

Leave him alone, Lennon, or I'll tell them all the truth about you.

They're nearly ready for you. They're just finishing the band call.

That was great, you've got about an hour but do n't leave the theatre.

John, I'm talking to you. This final run through is important. Understand? Important.

God knows what you've unleashed on the unsuspecting South. It'll be wine, women and song all the way with Ringo once he's got the taste for it.

The office was on the phone, they think it'd be better if we pushed straight to Wolverhampton.

The boys run away like a pack of school boys and disappear round the corner .

From the P.O.V. of the door leading to the restaurant car . The boys come down the corridor in full flight , laughing away like happy idiots . GEORGE and PAUL pull open the sliding doors . The boys look inside .

From their P.O.V. we see the car is half empty and at a table in the centre SHAKE and NORM and GRANDFATHER are sitting . On the table is a pile of photos of the boys . NORM and SHAKE are arguing . NORM is being very aggressive , much to SHAKE 's discomfort .The BOYS , i.e. , JOHN , GEORGE and RINGO , look at each other then at PAUL .SHAKE and NORM leave . GRANDFATHER grins triumphantly and collects them , then with a sweet smile he turns to PAUL .PAUL does so automatically but in the middle of signing he gets suspicious . GRANDFATHER smiles at him charmingly so PAUL finishes signing .JOHN , RINGO and GEORGE take this up straight away . They all pretend to be girls , RINGO jumps into PAUL 's arms .JOHN waltzes PAUL down to an empty table and the lads sit down .They all gaze across the aisle . From their P.O.V. we see two very attractive young girls , RITA and JEAN , having coffee .We follow PAUL as he crosses over to the two girls . He places a bowler on his head .The two girls giggle together . JOHN and GEORGE are about to move over when GRANDFATHER suddenly appears by their sides .GRANDFATHER grabs two lumps of sugar from the table and forces them into RINGO 'S mouth .The frightened girls scurry out of the restaurant car . The boys look in amazement and horror at GRANDFATHER . They are completely flabbergasted . GRANDFATHER smiles at them benignly .

SHAKE and NORM are seated . SHAKE is buried in a science fiction book . NORM looks at his watch , slightly worried .He resumes reading . But NORM goes on worrying .

Grandfather is in full flight of conversation with a charming elderly lady , AUDREY , who is listening intently .

Young man, kindly moderate your tone when you address my fiance.

Leave him alone, after all he's done for you is this the way you repay him?

You dare to say that when even those ridiculous clothes you are wearing were bought when you forced him to sell out his gilt edged Indomitables!

Keep away from me, you depraved lout, I know all about your terrible past.

NORM and SHAKE meet with the BOYS as they are returning from coffee .JOHN and PAUL run down the corridor . SHAKE and NORM turn from the door and go in the opposite direction , GEORGE and RINGO follow after the other two boys .

PAUL and JOHN look into various compartments . CLOSE SHOT of RINGO looking into compartments in the manner of Groucho Marx . In one of the compartments we see from RINGO 'S P.O.V. the occupant , a glamorous woman , TANIA , with a small lap dog . She is beautifully and most expensively dressed . She looks up and sees RINGO . RINGO smiles at her and she smiles back . She then beckons him to join her . He looks around to see if she means someone else . She nods a negative . RINGO looks back enquiringly then points at himself as if to say : `` Who , me ? '' TANIA smiles enthusiastically . GEORGE has been watching all this .He blows the glamorous lady a kiss , then moves sadly on .

PAUL enters a compartment followed by JOHN . The TWO GIRLS , RITA and JEAN , from the restaurant car are sitting there .The girls jump up , surprised .He starts to drag JOHN after him .JOHN is now by the door ; he leers at the girls horribly .He cackles like a maniac before disappearing , the door closing after him . A waiter carrying a tray with champagne and glasses on it passes into one of the compartments with the blinds down .He moves towards the compartment .PAUL opens the door of the compartment .

From the BOYS ' P.O.V. we see GRANDFATHER and the elderly lady , AUDREY , sipping champagne and nibbling caviar on toast .PAUL enters and crosses over to him .AUDREY grabs GRANDFATHER 's other arm and pulls back .A tug of war now starts between PAUL and AUDREY .JOHN and GEORGE jump on the seat egging PAUL and AUDREY on .RINGO attempts to interfere .She hits RINGO with her handbag and continues struggling with PAUL for GRANDFATHER . RINGO grabs her handbag to stop her hitting him .RINGO pushes out into the corridor , forgetting that he is holding the woman 's handbag . A voice shouts off from outside .

From Ringo 's P.O.V. we see down to the right the city man , JOHNSON , approaching with a GUARD . RINGO turns the other way to the left when he is joined by -LSB- the -RSB- three other boys . From their P.O.V. down the corridor we see the two girls , autograph books in hand , followed by ten girls from the same school . Both groups are closing in on the BOYS . There 's no escape .

Very dark , and behind bars we see GRANDFATHER . He is sitting crouched up on a wooden box tea chest and looks pretty miserable . He turns towards the CAMERA ; in the foreground of the SHOT we see PAUL standing . In the background an impassive GUARD is reading a paper which he does throughout the scene .The CAMERA PULLS BACK and we see GRANDFATHER in the luggage compartment of the guards ' van . In with him are a crate of chickens and a dog . The chickens peck at him ; GRANDFATHER moves listlessly away .GRANDFATHER proudly turns away from PAUL who dodges round so he can still see his face .GRANDFATHER turns away again .PAUL grins . After a moment of looking at him , PAUL opens the door of the luggage compartment and joins GRANDFATHER on a box .GRANDFATHER produces a penny .PAUL sighs .GRANDFATHER flips the coin . The guards ' van door opens and JOHN , GEORGE and RINGO come in , with them are the girls , RITA and JEAN .JOHN has been looking around the guards ' van .And to RINGO 's beat on a tea chest they are off , PAUL and GEORGE improvising other sounds , much to the GIRLS ' delight . During the number , GRANDFATHER quietly lets the latch off the chicken crate and chickens begin to wander through the scene .

While the number is progressing , the train is getting nearer and nearer to London .

By the time the number finishes the train pulls up with a sharp halt that sends them all sprawling , BOYS and GIRLS . NORM enters the guards ' van .He points and we see a big car parked across the road . The BOYS prepare to depart , lining up with GRANDFATHER at the door .

Just as they are ready to go , a line of taxis draws up parallel to the train and now separates them from the big car waiting for them .GRANDFATHER pushes past the BOYS , holding his coat closed .And before NORM can stop him , he darts out of the door , PAUL after him . The fans further down the platform see PAUL and charge forward . in a panic NORM and the others follow , JOHN just having time to kiss both the girls .NORM drags him away .

The BOYS manage to follow GRANDFATHER by leaping onto a motorized luggage carrier , GEORGE driving and the other three posing as a frozen tableau on the back . GRANDFATHER has arrived at a taxi door . He flings it open and runs through , opening the other door , thus making a safe bridge to the car . The BOYS follow and manage to make it to the big car safely . They run towards grandfather 's taxi . The FANS have followed the BOYS and we see streams of GIRLS piling through all the taxis one of which contains JOHNSON the city man , opening and shutting the doors to get through , much to the indignation of the TAXI DRIVERS .

NORM is sitting in front with the driver , FRANK . The four BOYS and GRANDFATHER are squashed together in the back .

. -RRB- But, gee, Mister, I've got my license to think of. we're doing a hundred now.

The car moves off surrounded by the FANS ; from a height we see them converge on the car but it moves forcefully out of the station and off . It moves into the traffic in the main road and the journey to the hotel begins .

There is a reception room and off it lead rooms that are presumably bedrooms , bathroom , etc. . JOHN is lying sprawled out on a settee listening to a transistor radio , demolishing a basket of fruit . PAUL is sitting at an upright piano and GRANDFATHER is mooching about the room . One of the doors opens and GEORGE enters followed by RINGO , none of the BOYS are wearing coats .NORM enters with three piles of fan mail and places them in front of JOHN on a table . RINGO is almost in tears , examining his nose in a mirror .PAUL and GEORGE gather round the low table . RINGO is left out of it .John hands RINGO a single envelope .SHAKE enters with a stack of mail about three times larger than all the others put together .He dumps it in Ringo 's arms who staggers into an armchair . The BOYS send him up .RINGO opens his letter and reads it . It contains a large embossed card .The lads gather round him and PAUL takes the card from him and reads .He pockets the card himself .The BOYS all protest .He goes followed by SHAKE . There is a pause and JOHN deliberately rises slowly and crosses to his coat . He puts it on and walks to the door .With a whoop PAUL , GEORGE and RINGO collect their coats and head for the door .They disappear . After a moment GRANDFATHER takes out Ringo 's card . C.U. GRANDFATHERHe grins to himself . At this moment a WAITER enters with a tray . He is clad in tails and GRANDFATHER eyes them longingly , measuring himself the while alongside the startled waiter . He leaves us with no doubt in our minds what he wants , i.e. , the waiter 's suit .

The club is the latest in modern decor and full of teenagers all enjoying themselves . The CAMERA wanders around the club till it finally picks out JOHN , PAUL , GEORGE and RINGO all crowded around one small table . The music is blaring away from a juke box and the BOYS join the dancers . They are recognised and given smiles and nods of encouragement by all the other customers . During this scene we

The whole atmosphere is of quiet elegance and loud wealth . Around the baccarat table the rich , bored customers sit barely moving a face muscle as they languidly murmur `` suivez '' and `` banco '' to the dealer as he operates the shoe . The manager of the club is beaming with satisfaction as he surveys his customers . One of these customers is clad in evening dress and he has his back to us . The rest of the players -LRB- male -RRB- are in suits . By each of them is standing a lush lady with a bored sophisticated face that looks as if it has been painted on . From the REVERSE of the LAST SHOT we now see the solitary evening dress player is GRANDFATHER . He looks around him and wipes off his look of enjoyment and elaborately out - bores everyone in the room .He turns to the buxom BLONDE , who is dripping over him .He takes up the cards and ca n't understand that they are unnumbered .The buxom BLONDE leans over him .He does so .CROUPIER taps impatiently on box -LRB- shoe -RRB- .

The BOYS are having a rare old time and the place is really moving .

GRANDFATHER is playing and a waiter is checking the requirements of the players .The CROUPIER uses the spatula to pick up a card . GRANDFATHER grabs it and scoops some sandwiches off a passing tray .

The BOYS are at their table again laughing and enjoying themselves , when suddenly their faces freeze . From their P.O.V. we see NORM standing glowering down at them . With him is SHAKE . Reluctantly the BOYS arise and follow NORM out .

GRANDFATHER is looking worried at the call of the card he loses and we see that all his chips have gone . He notices the waiter delivering snacks and champagne to a couple , so quick as a flash , he places a handkerchief over his arm and writing a bill out on a piece of paper , presents it to the couple and collects payment in chips . He then resumes playing .

Waiter is sitting on chair in underclothes , reading . He hears a noise , says `` The manager ! '' and hides in outer clothes closet . NORM and the BOYS enter saying :RINGO goes to hang up coat in closet . He does so , then crosses to rest .GEORGE goes to cupboard . We see the WAITER from his P.O.V. . He closes door , returns to group .SHAKE enters front door , goes to hang up coat and drags WAITER out .

GRANDFATHER is drinking champagne in locked arms with BLONDE .He takes another swig of his glass .The MANAGER comes to grandfather 's side .He takes his place at the table . The MANAGER watches for a moment then moves away from the table towards the club reception desk .

Lord John McCartney, he's the millionaire Irish Peer, filthy rich of course.

JOHN , PAUL , GEORGE , RINGO , NORM and SHAKE are trying to gain entrance .The BOYS do and meanwhile the MANAGER has walked into SHOT . He recognises the BOYS and welcomes them with false enthusiasm . They all start to enter the main room .CLOSE - UP PAULThey grab the protesting GRANDFATHER and drag him into the reception area . He keeps trying to return to BLONDE and table . GEORGE and RINGO each take an end of the velvet cord hanging between the two stanchions . They exchange ends and re - hook it , thus encircling GRANDFATHER by the entrance desk . They then go to settle up .He snaps his fingers and a waiter hands him the bill .He glances at it .At that moment a WAITER appears with a tray full of pound notes .The MANAGER tears up the bill and takes the money .He hands GRANDFATHER his old mackintosh .The others glower at him .

I've got to get in. It's urgent and important. I've had an invite. Take me to your leader.

The BOYS have settled down .JOHN slouches forward .The driver -LSB- Frank -RSB- is an urbane young man in a handsome grey uniform .The car is stopped in traffic behind a bus . JOHN gets out of car and walks to the front . JOHN leans in window delightedly , he flashes his wallet .

As the big car overtakes a Company Director 's Rolls . JOHN lowers his window and the boys let out an imaginary hail of bullets at the Executive in the back . He reacts violently and starts to shout at them . As he does so , he presses the button of his window , so that we hear only part of it . But what we do is unpleasant . He immediately presses the button and the window rises . RINGO and PAUL jump out of the car . RINGO takes two drumsticks from his coat pocket and , using them as banderillas , inserts them with style into the radiator grill -LRB- V.O. `` Ole '' from the BOYS -RRB- . PAUL , then , using his coat as a matador 's cloak , does a butterfly pass at the car which has just started up , narrowly missing him , but he keeps in the matador position .

Which has been converted to the T.V. studios . There are a few groups of GIRL FANS standing outside the front of the theatre , but against the kerb of the pavement is a night - watchman 's canvas hut and brazier . The car approaches .

JOHN nods and opens the door . The FANS start to swarm ` round them . To escape , the BOYS dash into the night - watchman 's canvas hut , pick it up and run with it to the stage door , revealing the night - watchman , staring in astonishment . At the door the BOYS put the hut down and enter the theatre .

As the BOYS enter , two P.R.O. men in dark suits , stiff white collars and old school ties step forward and smile menacingly .And without more ado they grab an arm each and march the protesting NORM towards the stairs that lead to the dress circle .The BOYS , SHAKE and GRANDFATHER rush after the rapidly disappearing NORM , who by now is half way up the stairs .

It is empty except for two barmaids poised ready to serve , standing behind trestle tables full of drinks and sandwiches . The dark suited MEN enter with NORM and close behind them follow GRANDFATHER , SHAKE and the boys . The group arrives at the centre of the lounge and have time to look about and see the food but before they can get to it , from all directions NEWSPAPERMEN and PHOTOGRAPHERS converge upon them . Now begins an elaborate tug - of - war between various PHOTOGRAPHERS using their flash attachments and REPORTERS to capture a Beatle and in the midst of this running battle a man with a portable recorder is trying to interview them . Together and singly the BOYS are pushed about the room and while this goes on a hard core of NEWSPAPERMEN are busily devouring sandwiches and pouring themselves drinks , to the annoyance of the BARMAIDS . Every time one of the BOYS attempts to get a sandwich or a drink , it is either too late , the plate is empty , or they are intercepted . The single and constant thing we see in the scene is the pushing and pulling , heavy impersonal handling , the boys are just things to be placed like still life in one advantageous position after another . During the scene these individual exchanges take place :PAUL is surrounded by newspapermen .HIGH SHOT of the press reception and we see the BOYS ease their way out until they get to the curtained entrance to the dress circle ; completely unnoticed , they slip through .

The BOYS come up the stairs into the Dress Circle proper . GRANDFATHER and SHAKE are sitting there having a picnic of beer and sandwiches .He points , and from PAUL 'S P.O.V. we see on stage , the setting up of the show , scenery and lights , cameras and sound equipment are being put into position by a small army of studio staff . DANCERS and SINGERS are milling about as well .They exit to rows of the dress circle and go through the entrance down the narrow stairs to the stalls and on to the stage that is built and extended right into the stalls , which are partly covered up .

Everyone is so busy that they hardly notice the BOYS , who wander about and examine the studio equipment . A load of three drum sets are being brought on stage and a voice shouts out :RINGO is busy setting up his drums , and men are setting up the other sets . He drops a stick and the FLOOR MANAGER retrieves it and is about to tap the drum . The FLOOR MANAGER is a languid young man .RINGO fusses like a mother hen clucking over his drums . The FLOOR MANAGER is furious .RINGO gives his drums a defiant crash and JOHN and PAUL stop whatever they are up to and hurry over .He picks up a set of drum sticks and bashes back at RINGO , who does a more complicated drum roll . GEORGE now joins in and to PAUL 'S encouragement a drum duel starts completely naturally and improvised . During this encounter the work proceeds around them and the guitars are brought on and SHAKE sets them to working order . PAUL first , then JOHN and GEORGE take up their own instruments and out of the drum duel emerges one of their numbers .

As the number finishes a baldheaded man -LRB- he is the T.V. director -RRB- storms down the ramp that leads from the control box under the dress circle .By the end of this speech he is standing in front of JOHN who takes the scene in his stride .The BOYS have a giggle at the very idea and at this moment GRANDFATHER appears from behind the DIRECTOR .At this moment NORM comes on the stage , confident , cigar in mouth and serene .The BOYS , the DIRECTOR , FLOOR MANAGER and GRANDFATHER turn on him and stare silently .He glares at GRANDFATHER who glares right back . The DIRECTOR walks away with the FLOOR MANAGER pacifying him .They go left towards the back - stage .He leads the lads off right . RINGO is last as he is putting his drum sticks down safely . NORM and the BOYS turn on him .RINGO glares at them and follows quickly . As the BOYS move off after NORM , they pass the next act waiting for rehearsal . It is an elegant man in full - tail suit meticulously adjusting his cuff - links . Beside him is a free - standing sign reading `` Leslie Jackson and his ten disappearing doves . '' The BOYS pass him and go through the door . GRANDFATHER stops and looks at the performer with respect .He slaps the man on the back with happy camaraderie . There is the sound of a dove , a few feathers fall out of the sleeve of the man 's coat and he and GRANDFATHER look down at the floor . The man glares at GRANDFATHER , takes out a pen from his pocket , crosses out `` 10 '' on his sign , and writes `` 9 '' in its place , puts the pen back in his pocket and starts towards the centre stage putting on a false performer 's smile as he does .

All right I'm sorry and let's hear no more about it. If that's your opinion, you're probably right. Look, if you think I'm unsuitable let's have it out in the open, I ca n't stand these back - stage politics.

Well, quite honestly I was n't expecting `` a musical arranger'' who would question my ability. picture - wise.

Give me a bottle of milk and a packet of Oblivion. Oh, it's a plot, I see it now, it's all a plot.

All right, hold it, hold it. O.K. John, wipe him down and we'll carry on with the next act.

Now look, if they're not here on this floor in thirty seconds there's going to be trouble. understand me. trouble!

Of course, once you're over thirty, you're finished. It's a young man's medium and I just ca n't take the pace.

That was more or less all right for me. I'll give them one more run through then leave them alone until the dress.

Yes? Well they've got only ten minutes to the final run - through.

Well, that's it, two minutes to the final run - through. they're bound to miss it.

Oh yes it is and if they do n't turn up I would n't be in your shoes for all the.

Do you realise we are on the air, live, in front of an audience, in forty - five minutes and you're one short.

Boys, you do n't know what this means to me. If you had n't come back it would have been the epilogue or the news in Welsh for life.

The BOYS move down the narrow stairs , and out of the ground floor dressing rooms stream a steady flow of costumed actors and actresses . They engulf the lads and force them against the wall - the actors are all making for the stage door . As the actors push past the boys we see the boys ' excited faces , their mouths watering for the costumes . JOHN touches the costume on one actor .NORM , leading the way , goes up the stairs but as they turn the first corner they are confronted by a group of girls , a game of manners starts , `` after you , '' `` No , after you . '' NORM who is ahead of the group looks down on them in disgust .The BOYS let the GIRLS pass and resume the journey , always surrounded by people .

Well, you'll just have to do us first. It makes no difference to them whether they're made up or not.

RINGO 'S attention is caught by a door . He crosses and opens it , looking out to a fire escape . The others join him and the four boys step through the door and onto the fire escape .

From the BOYS ' P.O.V. we see down below into the property yard behind the theatre . It is a long narrow yard full of old coaches , motor cars and all the general debris of hundreds of sets from past theatre shows . Through the piles of heaped high junk there are a couple of narrow alleyways . The BOYS scamper down the fire escape . When they reach the bottom of the alleyways , there is a large door . They open it and look through . From their P.O.V. we see a large green field quite empty . The boys step through the doorway into the field . We now see from a HELICOPTER SHOT the four BOYS standing together surrounded by space . It is the first time they have been alone and unconfined all day . They look at each other and grin . then first GEORGE and PAUL let out a whoop and run towards the centre of the field , after a moment JOHN and RINGO follow them . The BOYS pick up some loose straw and insert it under JOHN 'S cap and sleeves , turning him into a scarecrow . The four BOYS dash about madly calling out to one another and generally horsing around . Out of this emerges an imaginary game of soccer and although there is no ball the game is fast and furious . After a few moments the long shadow of a man falls across the grass .The boys freeze . From their P.O.V. we see a big burly middle - aged man glowering at them . The boys exchange rueful glances and , under the big man 's eye , mooch back towards the gateway they came in by . JOHN is the last to go through . He turns to the man .

GRANDFATHER is sneaking down the corridor , a pile of photos under his arm .

Under the stage the usual set of wooden columns that support the stage with lots of furniture and a single light is on ; it is placed by the orchestra 's entrance to the orchestra pit . GRANDFATHER comes down the stairs and winds his way through the columns until he finds himself a safe little cubby hole and settles himself under the light . He spreads the signed photos of the BOYS in front of him and , adjusting an old - fashioned pair of glasses , ball - point pen in hand begins to copy the BOYS ' signatures on to the fresh photos , tutting at his failures and chuckling at his successes . After a moment , there is a sound of someone coming down the stairs . GRANDFATHER darts into a dark patch out of sight . The menacing shadows appear on the stairway .We now see GRANDFATHER holding himself stiffly in , he is on some sort of raised platform and he fidgets and in doing so he knocks a lever of some sort . Slowly GRANDFATHER ascends out of shot with a light that grows bigger above him .

A rehearsal of the toast scene from a Strauss Operetta . The entire stage is full of SINGERS , glasses in hand they are singing away at each other but in true opera tradition they are addressing out to the audience . Slowly in - between the leading man and leading woman , who are about to embrace , a stage trap opens and a blinking , surprised , GRANDFATHER appears . Here we INTERCUT to the T.V. Control Room for amazed reaction shots of the DIRECTOR and control room CREW . Back now on the stage the toast song reaches its climax and the leading man and woman rush into each other 's arms , GRANDFATHER sandwiched between them .

JOHN is behind them . JOHN , BOYS and MILLIE are walking towards each other .JOHN looks at himself in the mirror . JOHN examines himself in the mirror carefully .MILLIE touches his arm then walks away . After a moment she turns .JOHN winks at her and she winks back .

NORM and SHAKE enter the room . The BOYS ' TAILOR is there waiting for the BOYS .He crosses to door leading to fire escape .He puffs nervously at his cigarette .He hears something .The two men hide behind the door . The boys enter the room , as JOHN is last he shuts the door and faces SHAKE and NORM .CLOSE - UP on NORM 's long suffering face .By this time the TAILOR has his tape stretched between his hands to measure GEORGE 's shoulders . But since GEORGE has moved away , he is measuring space . JOHN takes up his scissors and cuts the tape .The BOYS run out the door .

Five beautiful MODELS are standing about in costume . One is knitting a loose wool sweater which is almost completed . There is the sound of a juggling act 's music off and a few of the girls are looking off towards the centre stage . At the edge of frame is a collapsible table covered with green baize . On it are three spaced white plates . From the door off stage , above which is a sign `` To Canteen and Production Offices '' , GRANDFATHER enters eating a plate of spaghetti on toast . The knitting GIRL sees him and , in mime , asks him to stand still so that she can measure the sweater against him . GRANDFATHER , eager to help , puts his plate of food on the green table between plates two and three . He goes to be measured with the sweater . From the onstage area , a juggler 's ASSISTANT -LRB- pretty girl -RRB- in costume backs up and with the usual theatrical flourishes picks up , without looking , plate number ONE and throws it off screen towards centre stage . There is a drum roll from orchestra . She then throws plate number TWO . We CUT on stage to the JUGGLER now balancing the two spinning plates on two poles , one in each hand . He has another pole in his mouth and nods to his ASSISTANT , asking for the THIRD plate . We CUT BACK to the ASSISTANT who , still not looking , throws plate THREE which is GRANDFATHER 's . There is the sound of an orchestra raggedly stopping and all the hangers - on in the scene look off interestedly . We hear the DIRECTOR 's voice .centre stage . The JUGGLER is as before but the spaghetti is covering his head , having slipped off the third plate . The FLOOR MANAGER is bustling around , trying to help . We CUT BACK to back - stage . GRANDFATHER has finished being measured and goes to the green table where he put his plate down . He picks up the only remaining plate , looks at it , wondering where his food has gone , shrugs and heads back towards the exit door as we hear the DIRECTOR 's VOICE .

CLOSE - UP on the distraught DIRECTOR .Two STAGE HANDS are walking disinterestedly past , they look at the DIRECTOR .At this moment the boys , NORM , SHAKE and GRANDFATHER appear . The BOYS grab their instruments and prepare to play .The director is about to blow his top but manages to hold on and mutter to the heavens .He leads GRANDFATHER away . The BOYS are placed in position , instruments ready . The boom moves in near them . There is a mike hovering just over JOHN 'S head . JOHN starts attacking it .The BOYS start the number , as the stage hands adjust their settings . When they 've finished , they stand about spare .

Well. he's being the director. Of course, he lives in a world of his own, mind.

Run through the number and try not to jiggle out of your positions.

The room is crowded with the usual personnel , P.A. , elecs , racks , etc . make - up supervisor and wardrobe mistress .From the director 's P.O.V. we see into the monitor . The boys crowding around RINGO . We cut through the monitor into the same position in the studio .

Not really, they do n't need it any. We'll just powder them off for shine.

He puts his arm around Ringo 's shoulder .NORM appears down the ramp speaking as he approaches .

A smallish room with a line of chairs facing a wall mirror and a long table . Each place is clearly marked and above each mirror a girl 's name : Betty , Angela , Deirdre , Jenny . SHAKE and GRANDFATHER are sitting in splendid isolation . They are staring each other out .The BOYS enter .He indicates RINGO who ignores him .At this moment several actors come into the room . They are all dressed in the uniform of officers in Wellington 's army . Together with the boys they sit down , Beatles and soldiers all mixed up . Now a group of several pretty make - up girls make an entrance and the boys herald their arrival with a chorus of `` aye aye 's '' and wolf whistles . JOHN meanwhile has helped himself to a big beard and the other lads are generally messing about with assorted make - up things .NORM fights his way to JOHN .SHAKE has a long blond girl 's wig on . With the assistance of the girls , NORM gets the boys seated into the chairs nearest the door . For some reason RINGO now has a Guardsman 's busby wedged down almost over his eyes and is sitting with it under a hair drier , reading a copy of `` Queen '' Magazine .The GIRLS now move in and put make up bibs on the BOYS and start to powder them off .The lads laugh with pleasure . RINGO decides to try a little joke .The other look at him with mock disgust .GRANDFATHER has been watching the powdering process .JOHN grabs a powder puff from his girl .And dabs the old man liberally with the powder much to GRANDFATHER 's annoyance .NORM goes out .NORM returns leaving the door open , the boys hear the sound of music coming from the studio .The BOYS drag the make - up GIRLS out of the room and into the studio . The GIRLS are still trying to finish making the BOYS up . As the BOYS and MAKE - UP GIRLS dance past , we see one of the `` Strauss '' singers combing his long hair straight back . Two STAGE HANDS swing a wind machine past him and his hair is blown straight forward into a Beatle cut .During dance , GEORGE takes off wig and places it on dummy , revealing identical hair underneath .

If I believed you, sir, I might do those things and walk those ways only to find myself on Problem's Path. But I can not believe you, and all those urgings serve only as a proof that you will lie and lie again to gain your purpose with me.

I'm a walk - on in a fancy dress scene. I just felt like doing those lines.

Is it really fab or are you just saying that to convince yourself?

I only enjoy acting for myself. I hate it when other people are let in.

Not really but I'm probably not a toffee maker. How would you do those lines of mine?

The work is still going on and the music is up full blast , the BOYS enter and with the GIRLS -LSB- and -RSB- they start a wild dance , hippy , shake , zulu , blue beat , the lot . LIONEL and DANCERS are doing their routine on one side of the stage . it becomes a challenge dance between both groups . JOHN swings his GIRL onto the motorized CAMERA , Western style , and starts to track through the GROUP . GEORGE is on another CAMERA .

The whole control room crew are watching the dance on all the monitors . The DIRECTOR is about to stop the boys but his GIRL P.A. glares at him , with a shrug he lets the dance go on . We now cut between the dancers on the monitors and the boys actual dancing down on the studio floor . When the recorded music stops , they grab their instruments and go into a number . So we can watch every aspect of their work and with so many monitors it gives the impression that there are many more boys than just four . When the number finally ends we are back in the studio on the floor .

Thank you gentlemen , you can break now while we push on with the show . The boys acknowledge this with a quaver of guitar chords and a drum roll . NORM is on them at once .JOHN grabs the arm of a sexy girl dancer .They dash off with the two beauties . GRANDFATHER is hovering in the background with SHAKE .But GEORGE is disappearing out of the door . NORM turns to RINGO .And the two of them walk off , Ringo leading .

A man , whose act is playing tunes by hitting himself on the head , is swallowing a handful of aspirin tablets . He starts rehearsing his act , which consists of throwing his head back and slapping his cheeks . Next to him , a JUGGLER is practising with four table tennis balls . GRANDFATHER passes him and bumps his arm slightly . Only 3 balls come down . There is the sound of coughing off . THE HEAD - PLAYER being patted on the back . The ball drops out of his mouth and bounces slowly on the studio floor .

The canteen is about half full of actors many of which are dressed as Nazi soldiers , with mock blood bandages and arm bands . Also there are a sprinkling of T.V. people . At a table sits GRANDFATHER and RINGO . RINGO is deeply engrossed in a book and GRANDFATHER has a near empty cup of tea in front of him . The old man is bored and looks about him slyly . He then looks at Ringo who is innocently occupied , a malicious gleam comes into GRANDFATHER 's eye . He decides to have a go at RINGO and sits staring at him . RINGO gradually becomes aware of the stare and shifts uncomfortably then tries to continue reading his book .He throws the book down .There is a pause , then RINGO rises and crosses to the door .RINGO leaves and GRANDFATHER laughs at what he has done , then realizes its full meaning and looks worried .

RINGO comes along the corridor then down the narrow stairs . Half - way down he comes face to face with GEORGE who is coming up the stairs .As he goes round the corner RINGO turns on the surprised GEORGE .

JOHN and PAUL are chatting up a couple of girls , when they see RINGO approaching they break off the conversation .RINGO looks at JOHN hard .PAUL and JOHN gape at him . For good measure Ringo takes a quick photograph of them before he leaves them flabbergasted and walks off into the street .GEORGE runs towards them .The three of them go into the street .

The boys look up and down but RINGO has completely disappeared .They now all start to go off in the same direction , they pause , there are three roads they can take but each time they begin to move they all go the same way .PAUL gives him a push to the left and GEORGE to the right and going straight ahead himself they part and go their separate ways .

RINGO is walking along taking photographs with his camera when some girls recognise him and start to follow him . They quicken their pace and RINGO runs ahead of them . He turns and comes into another street . He sees a second - hand clothes shop with a sign saying `` We Buy Anything '' and enters the shop just before the pursuing girls come round the corner . The girls stand about looking in all directions . After a moment RINGO comes out of the shop . He is wearing a long mackintosh and a natty cap pulled well down . He is ignored by the girls who do n't recognise him . Realising this he goes back and ogles one of them . She glares at him .CLOSE - UP on Ringo 's secret but happy smile as he walks briskly down the road .

RINGO kicks at a brick . He kicks stylishly but misses so tries again , misses again , but finally kicks the stone which does n't budge so he bends down and pulls it out of the ground . It is quite big . Three quarters of it being below the surface . Having got it he now decides to throw it away . As he does so the same POLICEMAN rides past on a bicycle .Before RINGO has time to answer the man has disappeared .He looks at the canal water moodily ; at this moment a large lorry tyre rolls down the incline and bashes him slap in the back , sprawling him on the path , the tyre on top of him . A small boy appears after the tyre and stands over the prostrate RINGO .He moves off and the BOY follows .BOY is glad to have something to talk about .RINGO nods his head understandingly and they mooch on together .At this moment a child 's voice shouts out `` Charley '' and from RINGO 'S P.O.V. we see three kids . RINGO turns to the BOY and looks at them enquiringly .The BOY runs off to join his mates . As he joins them they punch and scuffle together . They are obviously a gang . RINGO is left alone .

Ai n't you got no more bleeding sense than to go round chucking bricks about.

Yeah, that's right, they was supposed to come with us but they chickened.

Ginger's mad, he says things all the time and Eddy's good at punching and spitting.

He's a big head and he fancies himself with it but you know it's all right ` cos he's one of the gang.

Sure, they all say that these days. Anyway. I do n't care who you are. you can save that for the stipendary. Here you are, Sarge.

I've got a little list here. Wandering abroad. Malicious intent. Acting in a suspicious manner. Conduct liable to cause a breach of the peace. You name it, he's done it.

GEORGE comes round the corner , looking for RINGO , then grins and walks past a sign saying `` Canteen and Production Office Opposite . '' He comes to the exit door , crosses to a modern building across from the theatre . He enters -LSB- the -RSB- building .

It is the reception room that leads to an inner office . Behind a desk sits a smart young woman typing busily as GEORGE enters . He is surprised when he sees the girl ; she looks up and speaks to him at once .She crosses to the inter - office door . On the door is written SIMON MARSHAL . she opens it .He follows her quickly in .

Hello, I've got one. oh, I think so. yes, he can talk. Well. I think you ought to see him.

A large room , part production office with models and sets , drawing board with ground plans , the other part of the room a mixture of Pop and Queen 's magazine decor . Behind a large desk sits SIMON MARSHAL , a bland but slightly irritable young man of about thirty - five . He is wearing the ultimate in the current smart set fashion . He is attended by a couple of underlings ADRIAN and TONY and behind him on the wall is a poster of a girl . Across the poster is printed , `` Way Out , your own T.V. Special with Susan Campey . Director , Simon Marshal . ''GEORGE does so .ADRIAN has recognised GEORGE and is trying to stop SIMON .He now speaks to GEORGE in the loud voice that the English reserve for foreigners and village idiots .A collection of shirts are produced and GEORGE looks at them . While he is doing this SIMON briefs him .The underlings hustle GEORGE to the door .He is ejected through the door .

All right, Sunny Jim, this is all going to be quite painless. Do n't breathe on me, Adrian.

Oh, you can come off it with us. You do n't have to do the old adenoidal glottal stop and carry on for our benefit.

They ought to know by now the phonies are much easier to handle. Still he's a good type.

We want you to give us your opinion on some clothes for teenagers.

Well, not your real opinion, naturally. It'll be written out and you'll learn it.

Now, you'll like these. You really `` dig'' them. They're `` fab'' and all the other pimply hyperboles.

Make a note of that word and give it to Susan. I think it's rather touching really. Here's this kid trying to give me his utterly valueless opinion when I know for a fact within four weeks he'll be suffering from a violent inferiority complex and loss of status if he is n't wearing one of these nasty things. Of course they're grotty, you wretched nit, that's why they were designed, but that's what you'll want.

And that pose is out too, Sunny Jim. The new thing is to care passionately, and be right wing. Anyway, you wo n't meet Susan if you do n't cooperate.

Only Susan Campey, our resident teenager. You'll have to love her. She's your symbol.

No, he's just a trouble maker. The change is n't due for three weeks. All the same, make a note not to extend Susan's contract. Let's not take any unnecessary chances!

The sign on the pub is Liverpool Arms . RINGO is standing looking up at it . He decides to go in and does so .

The atmosphere is tense . GRANDFATHER is standing miserable in front of the DIRECTOR , the criminal confronted by the judge . SHAKE and NORM are flanking him grimly .

CLOSE - UP on RINGO . He is eating a bone dry sandwich that curls up at the end . He puts it down with disgust . He has a lager glass in his hand .We now see the pub is full of enormous cockney workmen downing pints . RINGO is very much alone . He moves away from the bar towards a group that is standing together , they 've an average height of over six - foot . There is a group at a dart board . Another group is playing bar skittles and a third group is around a pin - ball table . Near the bar is a shove - halfpenny board with two players . There is a caged parrot nearby .RINGO fumbles some change out of his pocket . A few coppers fall from his hand on to the shove - halfpenny board just as the crucial point has been made . The men glare at him . Embarrassed , he moves away and without looking , places his glass on the skittles table just as a player swings the string , which hits Ringo 's glass . More embarrassed , RINGO backs away , unfortunately into the pin - table just as a winning score is about to be reached . He bumps it very slightly , but enough to cause it to TILT . He then moves to the dart board . By this time most of the pub is staring at him . With great style he takes the darts . The first throw goes into a cheese sandwich which a man is pointing in demonstration . The second we see arrive into a pint of bitter and then we see RINGO shoot the third dart and hear the sound of the parrot shouting angrily , off . The BARMAID has had enough .Now the centre of attention , RINGO backs out of the pub , followed by every eye in the place , the BARMAID and a few players following him to the door .

RINGO comes out and crosses road , watched by the POLICEMAN who is now quite suspicious .

PAUL comes down the street looking about him for RINGO . In the street is an old building , the sort of place that is highly favoured for TV rehearsals . There is a sign on the door , `` TV Rehearsal Room . '' As PAUL draws near , a load of actors and extras , etc. are leaving , they are in costume , they are the ones who earlier had been going to a word rehearsal . When PAUL gets near the entrance he decides to go inside .

PAUL enters and wanders about . He reaches a door , pushes it open and looks in . He sees a GIRL clad in period costume . She is moving around the room and obviously acting . PAUL watches her for a moment and then decides to go in .

PAUL goes into the room . The GIRL is in mid - flight . She is very young and lovely and completely engrossed in what she is doing . The room is absolutely empty except for PAUL and herself . She is acting in the manner of an eighteenth - century coquette , or , to be precise , the voice English actresses use when they think they are being true to the costume period . her youth however makes it all very charming .She dances lightly away from an imaginary lover and as she turns she sees PAUL who is as engrossed in the scene as she was .He makes no attempt to go . He simply continues to look steadily at the girl ; then he smiles at her . She is undecided what to do next .GIRL pouts .He moves and stands about like an actress .He laughs and with a gesture takes in the whole studioShe looks at him in surprise .He laughs .PAUL stands at the doorway , shrugs then goes out .

In the street , workmen are collecting shovels , drinking tea and doing all the things people do around building sites . RINGO mooches around . In the road is a hole with a diameter of about 3 feet , and at least 6 feet deep . RINGO looks down and a man is busily working at the bottom of the hole . He glares at RINGO . After a moment RINGO turns away . We now see a very elegant young lady coming towards RINGO . She is daintily avoiding a series of puddles . RINGO has an idea and does a Sir Walter Raleigh with his large Mac spreading it over one of the puddles . The girl walks across it smiling graciously . RINGO proceeds with the coat to the next puddle and to the next backing gradually towards the hole . At last he spreads the coat , without noticing what he is doing , over the hole . The girl steps onto the coat and disappears sharply . RINGO looks down the hole where the girl is held in the workman 's arms . The workman rises out of the manhole until he is waist height . At this point an elegantly dressed gentleman appears -LRB- the girl 's husband -RRB- he looks at his wife in the workman 's arms and hits the workman . RINGO backs away through the puddles , and is nicked by the POLICEMAN . -LSB- Scenes 75 and 76 deleted in revision . -RSB-

The DIRECTOR is pacing up and down the corridor . NORM is also walking up and down , SHAKE is leaning against the wall quite unconcerned . NORM gives SHAKE a push .SHAKE adjusts his features to a worrying expression .The horrible prospect hits the DIRECTOR .He steps away from NORM and stands near the DIRECTOR .SHAKE nods his agreement to this assessment of his character .At this moment JOHN , GEORGE and PAUL enter from the stage door . They are completely unconcerned and walk past the DIRECTOR , SHAKE and NORM .The BOYS walk on when after a moment NORM snaps to .Everyone starts along the passage . NORM and PAUL last .They run after the others .

The CAMERA PULLS back and we see GRANDFATHER is surrounded by girls who have broken from the queue and are doing a brisk trade with the old man . He has a large sign on which is written : `` Get your genuine autographed Beatles photographs . '' On the edge of the crowd two POLICEMEN are trying to force the girls back into the queue . Finally they wade through the girls and confront GRANDFATHER . They look at the old man quizzically ; he stares back coldly . They indicate he should hop it and quick but GRANDFATHER defiantly glares back at them . So with a sigh , they grab an arm each and escort the old man off .

It is the reception desk and behind it is the DESK SERGEANT . After a moment RINGO is dragged in by the POLICEMAN we saw him with before .At that moment there is a loud series of noises off camera , furious shouting and dull crashes of wood .The POLICEMAN takes RINGO to a bench and sits him down as GRANDFATHER and the two POLICEMEN who were with him enter . The sign is tattered and is being lugged after them .GRANDFATHER leans across the desk and hisses at the SERGEANT .The kidney punch and the rabbit - clout . The third degree and the size twelve boot ankle - tap .The POLICEMEN hurtle GRANDFATHER firmly but gently over to the bench on which RINGO is sitting and then return to the desk for a whispered conference with the SERGEANT . Meanwhile in full conspiratorial fashion GRANDFATHER talks to RINGO out of the side of his mouth .We now have a CLOSE SHOT of POLICEMEN around the sergeant 's desk .Shot of GRANDFATHER watching POLICEMEN intently and muttering words as he does .The POLICEMEN make a move towards GRANDFATHER and RINGO .He jumps to his feet and scurries towards the door .He dashes out of the door followed by the POLICEMAN who has his pile of photos .The POLICEMAN with the photos returns .The POLICEMEN turn on RINGO and walk towards him . CLOSE - UP RINGO

Get Lloyd George over there with that mechanic in the cloth cap while I sort this lot out.

So you just brought the old chap out of the crowd for his own good.

GRANDFATHER is running at top speed down the street . He is breathing heavily and runs as if pursued by the hounds of hell . The street however is entirely empty and no one is even in sight . As he reaches the top of the street he pauses and turning , looks around him . From his P.O.V. we see just how empty the street is and heaving a sigh of relief GRANDFATHER cackles to himself . His triumph is short lived . At this precise moment down the street comes a parade of police vehicles , a Black Maria , an escorting police motor bike patrol and an ordinary squad car . The procession draws up and the street is full of policemen getting out of the Black Maria and squad car and off motor bikes . CLOSE - UP GRANDFATHER 's horrified face .He dashes off wildly in the general direction of the theatre . He has been completely unnoticed by the policemen who are lining up for a last minute inspection by the inspector in charge . The inspector is like a commander - in - chief of a spear - head attack force . They smartly march off in the direction taken by GRANDFATHER .

The director clutches at any straw .But his speech is drowned by the pitiful moans of the DIRECTOR .

The four little boys from the canal are being driven away by the security guard .The kids retreat as GRANDFATHER pants into shot , ignoring the kids he enters the stage door but in a second he is out again , grasped firmly by the collar by the security guard .The GUARD re - enters the stage door . GRANDFATHER looks around him and sees the four kids . He hustles over and after a whispered conference we hear his offer .GRANDFATHER is about to argue .But he hands over the money . The kids rush in the stage door and after a moment the furious GUARD chases them out and down the alley . GRANDFATHER , chuckling , nips in the door .

GRANDFATHER is being chased by several studio attendants ; he is dodging behind equipment . He finally gets on a sound boom trolley and uses it as a weapon to keep his pursuers at bay .

The DIRECTOR , BOYS , and NORM and SHAKE see GRANDFATHER on the monitors . They dash out of the room and on to the stage .PAUL , JOHN and GEORGE rush off . CLOSE - UP DIRECTOR

PAUL , JOHN and GEORGE come running down the street in single file , their knees high in the air , they skid to a halt at the police station and without pausing they dash inside . After a moment they reappear - only this time RINGO is behind them . They dash off down the street . They are followed at once by ten POLICEMEN also in single file . They are also pounding along knees high in the air . The BOYS and the coppers disappear around the corner . At once , they reappear from the other direction , then run down the street still followed by the policemen . When they reach the police station another group of police bars their way so they are forced to run up the stairs and inside .

The DESK SERGEANT is standing behind his desk looking very surprised . At this moment the boys run in and stand panting in front of the desk . Before the SERGEANT can start speaking the pursuing POLICEMEN arrive . They , too , are out of breath .The BOYS and POLICEMEN pant on until JOHN seems to have recovered .The BOYS nod and without further ado they turn and run through the surprised rank of POLICEMEN and out into the street .

THE CHASE CARRIES ON . Shots of BOYS being pursued -LRB- still in single file -RRB- by police , including the sergeant with one shot where the BOYS are chasing the POLICEMEN . Finally , as they approach the theatre , they are seen by the girl fans who swarm around the police , over running them . The boys grin to each other and are about to make off when from their P.O.V. we see the INSPECTOR and POLICEMEN blocking it .

The Inspector now hustles the BOYS through the crowds and in through the main entrance of the theatre where SHAKE and NORM are waiting . NORM looks suspiciously at RINGO who is still wearing his cap . RINGO whips it off and NORM delightedly hugs him . The BOYS dash through the stalls entrance and on stage . The DIRECTOR sees them and bursts into tears with relief . NORM hustles the lads into the wings to be changed into their show costumes . All around them last - minute preparations are going on .The DIRECTOR gives NORM a final glare and dashes off .And sitting on a box sadly chastened sits GRANDFATHER .From JOHN 's P.O.V. we see GRANDFATHER . He looks what he is , a tired old man .The BOYS giggle and slap him on the back .

We see the audience of girls streaming in and settling down in their places for the show . There is the usual business of getting the show ready and we see SHOTS of the girls ' faces , then JOHN , PAUL , RINGO and GEORGE looking at them . At last on cue from the floor manager the BOYS start their act to the audience 's screams . During the number we constantly CUT away to the audience with various SHOTS of the ecstatic girls . In the middle of these shots we see NORM standing at the side of the audience his face glowing with satisfaction . We follow his gaze and from NORM 'S P.O.V. we see GRANDFATHER handcuffed to SHAKE , but in spite of this , the old man is enjoying himself . The BOYS now perform a medley of numbers , i.e. , a little of all the songs we have heard during the story . This gives the impression of a full set and we finish after their bows . While they are doing so they look again in the general direction of SHAKE and GRANDFATHER and from their P.O.V. , we see SHAKE is beating time to the music but from his wrist dangles an empty set of handcuffs . GRANDFATHER has gone again . As the BOYS are reacting to GRANDFATHER 's disappearance once again , the trap door on the stage opens and GRANDFATHER appears in the centre of the group as they finish their act and take their final bows .

NORM is waiting for the boys . With him are two studio attendants carrying the boys ' luggage . As the BOYS excitedly appear he speaks to them .He hurries them along .NORM turns down a side exit where the door is open to the field . In it is an eight - passenger helicopter .

The BOYS and NORM come out of the building and start to run towards the helicopter .The boys look in the passenger bay and there is GRANDFATHER . He is still handcuffed to SHAKE but clutching his pile of photos .The boys shout `` Get rid of those things , etc. ''

The final shot is of the helicopter rising up -LRB- SHOT FROM BELOW -RRB- . As it disappears , a shower of photos come from its window . We cut to a CLOSE - UP of one signed photo as it hits the ground and SUPER the closing credits over it . THE END

Pitch dark . We hear two men speaking FRENCH in hushed voices . NOTE : All dialogue is in French until otherwise noted .A beat .

I bought everything you put on the list. Gloves. Pen knives. Flashlight. Batteries were not on the list.

Why should I have to put it on the list? It's like saying to buy a car with tires.

Light your lighter. I ca n't see anything. and try not to burn down the house!

Good. Zero and Julien will go in through the window and disable the motion detector. The rest of us will come in through the front door.

Not a good idea. Someone gets a license number and it all leads back to you. Raymond, you'll steal one.

I would have to say. pretty fuckin' bad. You gave us the wrong address Sophie.

You did n't think it was little suspicious that someone you only knew for a few hours wanted to sleep with you?

You know, if you could get your nose out of Bastaldi's ass for two seconds you might see what's going on around you.

You steal some money from a man he gets over it in time. But these tapes. He's never going to stop looking for us.

If you think because you're a women this ca n't go hard on you, think again.

You see my friend over there? I nod to him and he's going to put a bullet in your knee.

So we rob Zammito. You arrest us when we come out and the contents of the safe is now evidence which you can use against him.

Forget the money! We've got bigger problems than the money right now.

Take this. I'll call you in a few hours. You tell me where we meet.

Sami, tomorrow you lift a wallet from someone who looks like one of us.

Too risky. We do n't need to get pulled over because of a stolen car.

We're here to buy, not steal. If you guys are straight there's not going to be a problem.

There's ten grand in here. It's yours. I'm going to call you again. There's one more thing I need you to do.

I just want to live long enough to get back to Paris. Just long enough to kill Bastaldi.

Okay. Airports, train stations, bus station are out. We know they're connected to the car rental agencies because that's where they picked up Raymond.

If they had taken us by surprise they would have gotten the tapes back. That would have left us with nothing.

I'm leaving you with my friends. I'm trusting you to do the right thing today.

I've got to tell you, Mr. Bonanno, This guy's an idiot. How he's lived this long is a mystery.

We've got a lot of people looking for us. We'd just like to go home.

I just want to get my people home. I know who you are and what you could do to me if I do n't honor my word.

- I've got the tapes. If you ever want to see your brother out of jail do exactly what I say. Bring one million euros to your boat at six o'clock.

Well, you better get the money somehow. Six o'clock and come alone. If you do n't we'll destroy the tapes.

Put the money in the rowboat and untie it. The current will carry it down river. When we see that the money is there I'll call back and tell you where the tapes are.

Fine. Raymond, we'd like to commend you on how well you fucked up tonight.

Let me give you some advice. You do n't want to piss him off because he'll kill you for the fun of it. What you want to do is keep your mouth shut and do what we tell you.

I can handle the exterior alarm, but the one in the bedroom is a problem.

I'm telling you I've pulled out everything in the safe. There are n't any jewels.

This was n't the deal! The deal was to steal a necklace, not get in the middle of a Mafia war.

I knew this was a mistake! I knew it last night when you asked me to go along with this. I could hear that little voice in my head saying, `` do n't do it! Do n't you do it!'' Jesus, why do n't I ever listen to myself?

Well, I say the whole deal is off. In fact, if you ask me, there never was a deal because we were screwed from the start.

This is bad. This is really fuckin' bad. Am I the only one who sees how bad this is?

Do n't tell me to be cool! We were supposed to be in and out. In and out! In the last twenty four hours we've managed to get the Mafia. the FBI. the Chicago Police Department and a group of Latin gang members after us. I have n't left out anyone, have I?

I do n't think so, because we've already pissed off everyone in the fuckin' city!

Maybe I'm missing the obvious, but why are n't we leaving town? Any place has to be safer for us than Chicago.

This is a car. I think this is the best American car I've ever driven.

A wealthy neighborhood of Paris off the Champs Elysees . Large homes line the secluded street . We see the silhouette of a man in a Peugeot . We MOVE IN closer to see RAYMOND GAYET , 30 's , waits nervously .

Dark . DANIEL FORAY lights his Zippo lighter . He is late 30 's , tall , handsome with eyes that seem to twinkle in the glow of the flame . Beside him is JULIEN LABESSE , 30 's , hyper . Daniel places the LIGHTER on a small table and moves over to a PAINTING on the wall . Daniel stops at one , removes a pen knife and starts to cut the canvas from the frame . Daniel rolls up the canvas .Julien starts to pick up the ZIPPO .Too Late ! Julien has already picked it up . It burns his hand ans he flicks it away . It flies through the air and lands in the corner of the room . The CURTAINS catch on fire .Julien panics ! He grabs the canvas out of Daniel 's hand and begins beating the flames with it . Daniel looks at him with disbelief . Julien flails his arms wildly as he beats back the flames . He turns to Daniel pleased that his efforts have extinguished the fire , but unaware that the canvas has now caught on fire . A beat . Julien sees the flames and puts them out . Daniel just stares at him . He opens the canvas . The painting is ruined .

A Mercedes parks in front of the Peugeot , boxing it in between it and a car behind it . The DRIVER gets out and walks away .

Daniel and Julien move through the darkness .Julien remove a lighter and presses it . The entire room fills with light . Julien stares at the flame amazed .They turn to see an old man standing at the top of the stairs in his bathrobe . He is frail , his face pasty white . He is holding a very long , double - barrel shotgun . Julien looks to Daniel with a ` what now ' expression . The old man slowly moves down the stairs . He loses his balance and falls down the stairs , tumbling head over heals until he reaches the bottom . Daniel and Julien stare at the old man who is sprawled out on the floor , motionless .The old man groans , then opens his eyes . He grabs his shotgun . Daniel and Julien run to the door .

Daniel and Julien run towards the street .Raymond starts the engine . Daniel and Julien rush across the street and get in the back seat . Raymond tries to pull out but there are only a few inches between the Mercedes in front and the car behind . Like a pinball stuck between two bumpers the Peugeot jerks rapidly back and forth .

Daniel and Julien stare angrily ar Raymond .Daniel looks out his window and sees . DANIEL 'S POV - the old man runs out of his house with his shotgun and heads towards the car . Raymond is desperately trying to get the car free . They all slide down as the old man fires . The windows on the left side of the car shatter .Raymond pops up and returns to getting the car out as the old man opens the breach of the shotgun to reload . Raymond floors the Peugeot keeping his foot on the brake . The engine revs . He turns the wheel to the left and releases the brake . The Peugeot juts forward smashing into the rear of the Mercedes and pushing in out into the street . Before the old man can take aim the Peugeot is speeding down the street .

Raymond bites his lip nervously as he drives . Julien finds the whole thing amusing . Daniel leans forward .

You're always pointing out my negative qualities. My analyst says positive reinforcement is a much more productive way of relating with people.

A Black Panther was a member of an African American militant group in the sixties, Marcel. I think you're referring to The Pink Panther.

There's no reason to be abusive. You're projecting your anger on me as a defense mechanism.

I'm talking about human beings communicating openly and honestly.

Yes, Mama. Yes, I have my vitamins. I have everything. Of course I'm coming back. I'm not leaving you. I'm only going to be gone a few days. I'll call you when I get there. Okay? I've got to go now.

Lamar, violence is never an answer to settling disputes. I can see you have a lot of anger. but this is not the way to get it out.

Oh, Pepe Le Pew. He is very funny and quite well known in France.

Although a cartoon I feel he shares a universal theme : We are all searching for love. No?

Hello. My name is Raymond. I am visiting next door and I was wondering if you could make your music a little less loud.

I agree with Marcel. I say we go to the airport and get on a plane.

No one has mentioned the part of the plan about us getting caught and going to prison.

She probably hid it at her place. The six of us could find it in -

I know Mama, but I could n't call you yesterday we were very busy.

I do n't know. I think I'm going to have to stay a few more days.

It's simple. Bastaldi's moving up. He's closing down his operation and this is his way of saying thanks to all of us.

Julien, what you're doing right now is a very normal psychological reaction to stress. You're projecting your anger onto us.

Hello. I am Robert M. Carney from Dayton, Ohio and I would like to rent a car with my visa gold card.

He's right. Do you have any idea what Van Gogh's `` Vase with twelve Sunflowers'' is worth?

The new Beaujolais' come out in France next week. You like wine?

I represent a person who wishes to remain anonymous, but is aware of your current financial problems with your brother.

It's yours. A gift. A gift you could give to your brother. or anyone you owe money to as partial payment.

No. I think they have a right to express their anger with you in light of the fact that you're.

A FUCKIN' MORON! HOW COULD YOU NOT CHECK THE MONEY, YOU GOD DAMN STUPID SHIT - HEAD!

A narrow street . Daniel carries the cardboard tube as he walks with Julien and Raymond . They enter a WAREHOUSE .

Two large desks are lined up face to face . One is empty . The other is occupied by LAURANT BASTALDI , 40 's , all business . Off to the side is MARCEL BUROT , 40 's . Daniel , Julien and Raymond enter . As they approach the desk Daniel glances at Marcel who is staring at him .Marcel glances at Bastaldi to see if he appreciates his comments .A beat . Raymond and Marcel stare at one another . We HEAR a muffled GROANING SOUND in the b.g.Daniel lays the cardboard tube containing the painting on the desk . Bastaldi removes the painting . To him it is not a work of art , just a commodity to be sold . He opens his desk drawer , removes several large stacks of money and hands them to Daniel .We HEAR the groaning sound again . Bastaldi looks irritated . He gets up and walks over to a closet . He opens to the doors to reveal a man in his underwear , his wrists tied behind his back , his mouth taped shut . A wire noose is around his neck forcing him to stand on his tip toes to avoid hanging himself .The man looks at Bastaldi through pleading eyes and mumbles something .Bastaldi closes the door . Daniel looks at him inquisitively .Bastaldi looks puzzled .Bastaldi thinks about something for a moment , then .Daniel is still staring at the closet .Bastaldi tosses a photo of a middle - aged American couple . He points to a diamond necklace around the woman 's neck .They know they do n't have a choice .

I heard you almost got your ass blown off last night. Some thief. A regular black panther.

Pink panther, black panther. Who gives a shit? And I do n't remember asking you a God Damn thing, you little turd.

One more sound out of you and I'm going to cut your fuckin' tongue out.

You take someone in. Give them a steady job and how do they repay you? By claiming to misplace a shipment of your merchandise.

You misplace your car keys. You misplace your cell phone. You do not misplace one hundred and forty seven wide - screen TV's!

The Taylors from Chicago. Very rich. An acquaintance of mine recently quit working for Mrs. Taylor as an assistant. She tells me they keep all their jewelry in a safe in their bedroom.

Mr. Bastaldi is n't asking you if you want to go. He's telling you you're going! And if he's telling you you're going to be going then you are going to go!

The job is worth about two million euros. Pull this off and you and your crew could make some real money, Daniel. You leave tomorrow.

Normally I'd be breaking your fingers right now, but I'm going to give you a chance to make enough to pay me back and have some extra for yourself. We have a group going to Chicago to do a job. You're going with them.

If you try to leave town I'll know. If you manage to leave town I'll find you. and the next time we meet in a bathroom I'll be cutting you up into little pieces.

Mr. Zammito, there seems to have been a big mistake here. May I use your phone?

Yes. We went to the address we were given and had to tie up the owner of the house who turns out to be some Mafia guy.

What are you guys so scared of? Zammito does n't know who we are. We just get out of town and it's over.

I think if he told me he was going to steal Van Gogh's `` Sunflowers in a vase'' I would remember it.

Whatever! He never told me about the Van Gogh or any of the other paintings.

This ai n't about that and you know it. This is about you never forgiving me for leaving the crew.

Yeah and he ca n't stand it that I tried to do something to better myself.

Better than spending my life crawling through windows in the middle of the night.

I'm not a guy who is known for his patience and right now you're testing mine.

We all agreed to it. You had no way of knowing Bastaldi was setting us up.

I'm sorry! I was caught up in the excitement of the moment. I should have checked. I made a mistake. I suppose that none of you have ever made a mistake before?

Fine. All of you want to be angry? Be angry. but I'm the one who took the ball and that makes it mine.

I thought I would accompany you to the airport to say bon voyage. and tell you that Marcel will be going with you.

This is a considerable move up for you, Daniel. The temptation of having so much money might be too much for you.

I do n't trust anyone. You do n't get to the top of this game by trusting people. and after all, you are a thief. It's in your nature to steal. I'm just protecting my investment.

I do n't have it. That's why Vincent went to Chicago. They arrested him before he could bring it back.

The plaza is filled with tourists . Moving through the crowd is SAMI ZERHOUNI , Algerian , late 20 's , a small time street hustler , dressed in jeans and a `` I Love Paris '' tee - shirt . He passes a MAN who is about to take a picture and lifts his wallet . Sami moves on . He sees two overweight women standing at a vendor 's cart , holding a large wad of MONEY . The woman puts the cash back in her purse , but does not zip it up . Sami moves in behind her and slips his hand into the purse . She zips the bag closed . Sami 's face fills with pain as the zipper catches the hair of his arm . The women walk towards the cathedral . Sami has no choice but follow after them . He tries to match their pace so he does n't alert them of his presence . The woman looks back and sees Sami 's hand . She pulls her bag away , ripping a section of hair off his arm , then swings the bag , putting all of her weight behind it . It hits Sami squarely in the face . He lands on his back with a thud . WALLETS and BILLFOLDS fly out from every one of his pockets . He staggers to his feet and starts to pick up the wallets when he sees . HIS POV - ACROSS THE PLAZA : of two police officers moving towards him . He knows he has no more time . He takes off running , disappearing into the crowd .

Sami is at the bar . He sees Marcel enter and runs towards the back . Standing in his way is one of Marcel 's MEN . Sami turns around as Marcel approaches and forces a smile . NOTE : All dialogue is now in English unless otherwise noted .A long , awkward beat as Marcel just glares at him .Marcel opens the door to the bathroom and pushes Sami inside .

Oh, Marcel! I thought you were somebody else. If I knew it was you I would have never run.

You know, a little of this, a little of that. I've boosted cars, stole radios, run a few scams. Right now I'm into pick - pocketing.

Hey, I was told to come here by Marcel. You guys do n't want me, I'll be more than happy to leave.

Well, you know, not all Algerians speak French. It's a matter of what school you went too. Me I never really -

You put a loaded gun in your bag and brought it through customs? How stupid is that?

After the outside alarm is off we go in through the bedroom window.

No. I got it in prison. I went in for three years. When I came out she was married to my best friend. Happy?

We've got to be careful not to use our real names while we're in here.

We have a problem. Problem is n't the right word. Dilemma. No that really does n't describe -.

C'mon, get real, will you. You think he's just going to forget about this? These guys are all about respect. All about honor. He's coming after us, so we might as well take the money.

I thought I'd listen to some of the tapes. See what's so important that a mob guy has to lock it away in his safe.

What's the big deal? It's not like I was on guard duty or something.

No wonder Zammito did n't want us to walk out with this stuff. He's planning on killing Bonanno and taking over the family.

Hi. Did a woman just check in? She's about five six. Pretty. Dark hair.

I really thought we had something special going. I ca n't tell you what a disappointment you've turned out to be.

We did n't go to the wrong house. We went to right one, did n't we Sophie?

They send us to Zammito's house. The FBI is right across the street watching the whole thing, but they do n't move. A crime is going down and they do n't move. Why?

Because they were waiting for us to come out so they could arrest us.

So Bastaldi makes a deal with the Feds to trade up for his brother?

It has to be at Sophie's. She did n't have time to go anywhere else before she came here.

- We do n't have time to look for it. Hadley's first move is going to be to look for us there.

It makes sense. I mean, do you really think he would come along if he knew we were being set up?

I said knock it off! Now as far as I'm concerned you two girls can bitch slap yourselves silly when this is over, but right now we've got to figure out what's going on.

Hey, it's not your picture on the TV, it's mine. So, try to be cool.

It does n't matter where we go. Between Zammito and the FBI they'll find us. We have to end this here.

If you ever want to get those tapes, meet me in one hour at Grant Park near the statue.

Look, I just want out of this nightmare. I do n't know these guys. A few days ago I'm in Paris picking pockets and now I'm America's most wanted.

A pass? How you gon na give me a pass? A witness can put me at the crime scene.

And you're a dirty cop. At least I do n't pretend to be something different than what I am.

I say we make him pay first. After that you can do whatever you want to him.

Even if we get out of town and go to another airport I'm sure the FBI and Chicago P.D. has alerted customs.

Get out of the room! You've got company coming up. I'll meet you at the Chevy.

No, that would have left me with nothing because all of you would be dead.

What the fuck was all that about at the hotel last night? I thought we had a deal?

Since we're such good pals I thought I'd sneak you an advanced copy of my latest work. I call it, `` I am a scum - sucking FBI agent''.

It's a little arty I know, but it has great content, do n't you think? You were so busy looking for a wire you probably did n't even think about a video camera. It was on the statue. Anyway, I've sent a copy of the whole tape to the Chicago P.D. and the FBI. They'll get it tomorrow. If I were you I'd take the day off.

This is great. After everything we've been through we've got eight hundred euros and an autographed baseball.

No! You ca n't have the baseball! You're not entitled to the fuckin' baseball!

Marcel closes the door . He is face to face with Sami .Marcel punches Sami in the stomach . He drops to his knees . A beat . The door to the bathroom opens and the LARGE MAN peers inside . He stares awkwardly at what he perceives as the beginning of a sexual act .Marcel slams the door then grabs Sami by the ear and yanks him to his feet .Marcel glares at him .Marcel stares at him with hard expression .He hands Sami a piece of paper .

Daniel sits with Julien . At the end of the bar Raymond is on the pay phone .Sami enters and walks over to Daniel and Julien .The door opens . ZERO enters . No one knows his last name . He is 40 's , blonde hair , leather jacket , black pants . Looks more like a rock - star than a criminal . His eyes are flat and there is an intensity about him that is unnerving . Zero casually nods to Daniel . Zero stares at Sami as Daniel leads him over .Sami laughs at his little joke . The others cringe . One look in Zero 's eyes tells Sami what everyone else already knows : This is not someone to fuck with . Julien puts his arm around Sami and leads him away from the others .Sami leans over to Raymond .

We are tired and bored with your bullshit. So, put that stupid little knife away before Zero shoves it up your ass.

Leave now before Zero shoots off those little raisins you call balls.

They killed our friend. It's personal now. Besides, if we do that, then Julien died for nothing. The tapes are the key.

And be careful when you get near the top. Zero has a very long one.

Daniel and the others step out carrying their suitcases . The door to a limousine opens and Marcel gets out . The scene is in FRENCH .

For many of them this is the first time they have ever been inside a limo . Julien pours himself a drink . Sami plays around with the air conditioner . Zero turns on the radio and clicks through a few stations until he comes to RENAUD singing `` Des que le vent souffera . '' He leans back in his seat , bobbing his head to the music . Marcel does n't like it . He changes the station . We hear JOHNNY HALLYDAY singing , `` Que je taime . ''Zero does n't like it . He pushes the button returning to the Renaud song and stares at Marcel . Marcel , not to be outdone returns the Hallyday song . Like two children they click the buttons of the radio , switching back and forth between Renaud and Hallyday . Bastaldi has had enough .He turns off the radio . A long beat . Marcel , like a child who has to have the last word starts singing to himself quietly , but loud enough for Zero to hear .Marcel sees Bastaldi glaring at him and stops .

Quick cuts of the familiar sights of the city . The Sears building . Chicago board of trade building . Grant park . Then with each successive cut the beauty of the city seems to fade until we are in .

An industrial section of the city . Empty streets . Run down buildings . Graffiti filled walls and burnt out hulls of abandoned cars line the street . The taxi driver leans out his window .Marcel looks at a piece of paper he is holding .The taxi speeds off , leaving them standing on the sidewalk , their bags in a pile . Suddenly , from out of nowhere three BLACK TOUGHS appear and walk over . Daniel looks behind him and sees another two approaching from the rear . Zero calmly sits down on one of the suitcases .LAMAR , 30 's , the leader of the group steps forward .Sami raises his hand as if to greet Lamar .Sami looks like an idiot with his hand up in the air . He casually lowers it . Lamar looks over the group and grins .Lamar forces a laugh .Raymond steps forward and places his hand on Lamar 's arm .Lamar removes a knife . The others in his group bring out an assortment of clubs , chains and pipes .Zero is still sitting on one of the suitcases .Julien shrugs his shoulders .Zero stands up and raises his hand . He is holding a .9 mm Glock . He aims it at Lamar 's head . Lamar 's brave exterior quickly fades now that he is looking down the barrel of the gun . The rest of his gang turns and runs away . Zero aims the gun at his groin .Lamar runs away . Daniel and the others smile at Zero as they pick up their bags and walk towards a building . Zero is left with Sami who stares at him with disbelief .Zero grins and walks away .

Are you sure you guys have the right address? This ai n't no tourist area.

Dirty underwear. That's a good one. Let me explain something to you. This is my street and you're gon na give me want I what or I'm gon na bust your heads open.

Now, are you going to give me the suitcases? Or are we going to have to take them?

Maybe Zero would like to get off his ass and take my knife from me?

I ai n't bullshittin'. I can get guns. I can get any kind of gun you want. But they ai n't gon na help your sorry ass. You ai n't been in town one day and already you got two of the toughest people in Chicago looking for you. How is that possible?

I can see that. The man's car you stole. Raphael Ruiz. He's head of the 19th Street gang and one crazy motherfucker. And Frankie Zammito's got the word out he's looking for some French dudes. You're French ai n't ya?

Yeah, I'd be from Belgium too if I was you. You know Zammito just put his own brother in the hospital? Broke his arm cause he was late on a debt. I mention this to illustrate the kind of people who are lookin' for you.

And, uh, I'm going to have to charge you a commission. kind of like a brokerage fee.

Hey you guys are becoming famous. I was just watching the news and -

Yeah. All set. Tomorrow morning. Ten o'clock. Room 211. Barclay Hotel on River Street. Oh, and due to your recent notoriety and the heat that comes with it, I'm going to have to increase my brokerage fee to twenty five hundred.

We had a deal before you and your friends became the new poster boys for crime.

Do n't come off like a hard - on with me. I'm about to make you a very happy man.

The crew stands at a door . Marcel knocks . A peep - hole in the door is opened and an eye looks them over .The door is opened by SOPHIE -LRB- the girl in the photo on Bastaldi 's computer -RRB- . She is late 20 's , beautiful .

An old building , the rooms are partitioned off by sheets hanging from the ceiling . The main area is an artists workspace where large abstract paintings lean against the wall .Of to the side , sitting on the couch is WAYNE , 20 's , a burn - out with long hair and a scraggly goatee . His face is buried in a bong as he sucks in a lung full of marijuana . He watches a cartoon show on the television .Raymond walks over to him .Raymond looks at the television and sees a cartoon show .Wayne stares at him with a dead pan expression as he tries to assemble a coherent thought .

I was n't expecting this many of you. I've got a few sleeping bags you can use.

There's an exterior alarm system. There's also another one in the hall that leads to the bedroom with a motion detector. The control panel is in the bedroom.

I've asked them a hundred times to keep in down. They do n't listen.

It belongs to Vincent Bastaldi. He left it last time he was here. I'm sure he would n't mind if you used it.

The art world does n't fully appreciate my talent yet. I needed some way to pay the rent. Laurant and Vincent pay well for information.

That's how you get to know someone. Did it hurt when you got it?

I've been thinking about getting tattoo. You know, a flower or something. On my ass.

Money. It was supposed to simple. In and out. Zammito was n't supposed to be there.

Black market art. Zammito got to a few key security guards at the Metropolitan Museum. The Bastaldi's supplied the artists to make copies of famous works. They'd switch the paintings, send the originals to Paris and the Bastaldi's would sell them to private collectors.

Listen, we know their names. They do n't know the city. You'll find them. You're the FBI.

They're supposed to be evidence. That's why Bastaldi set this up.

Then we just have to make sure everyone who knows ca n't say anything.

I think she went to do some laundry. Threw some stuff in a bag and left.

No you did n't, dude. You were bangin' Sophie. I saw you guys going at it.

I heard her talking on the phone. Bay View Motel. It's about five blocks from here.

I swear man, I do n't know. They packed up and left a half hour ago.

Because of the hour the room is not crowded . Only a few PEOPLE sit at the counter sipping coffee . A WAITRESS , 50 's , bee hive hair style , face covered in make up arrives at the table .Julien looks up at her .Zero grins as he puts a cigarette in his mouth . The waitress pulls it out of his mouth .CLOSE ON MAN 'S FACE . VINNY , 40 's , not the brightest bulb on the tree . His head snaps back as someone punches him in the face . Blood flows from his nose . We are in .

Sure - and would you like that before your escargot in white truffle sauce?

I do n't think he's grasping the concept. Iced tea, lemonade, coca cola, sprite or root beer.

Good. Now that we've gotten the beverage selection out of the way, dare we move on to the main course?

Two GANGSTERS stand on each side of Vinny . They are JOEY `` TWO TONS '' 40 's , could have a second career as a Sumo Wrestler . NICKY `` THE RAKE '' , 30 's , thin a rail . They make a strange pair but they both have one thing in common : They are stone cold killers . Standing in front of the them is FRANKIE ZAMMITO , 30 's , a wise guy , tough as they come . He wears a well tailored suit , black leather gloves and polished shoes .Vinny gets off his knees and moves towards Zammito .Vinny takes a step back .Vinny looks up at Zammito through pleading eyes .

What'd I tell you? Huh, Vinny? What'd I tell you when you came to me for money? Did n't I ask you not to do it? Did I not say that?

That's right. I said do n't do it. Did you listen to me? No. You wanted the money. So, I lent you twenty large. Now it's been three weeks and you ai n't paid a dime. What do you think that makes me look like on the street? I do n't do something to you and everyone will think they can skate.

- Shut up! Do n't you try to make me feel bad about this. You knew what would happen to you if you did n't pay. This is on your head, not mine.

I do n't know. Sell it. It's got ta be worth something. Someone gave it to me. C'mon Frankie, I'm trying to make good here.

When you return please extend my regards to Mr. Maranzano and his family.

You sure? I just got a shipment of espresso from Sicily. Special blend. Ca n't find anything like it in the States.

Then why not just fuckin' say better than expected? Everybody knows what better than expected means.

You told me that on the phone. What the hell are you doing here? Showing off your communication skills? Go back to your people and tell them when they're serious to put a number on the table.

Send some flowers. Something nice. Roses or carnations. And one of those get well soon cards.

Oh and uh, send a case of steaks over to his house. I do n't want the kids to go hungry while he's recuperating.

Mario, I got ta go. When my date arrives tell her I had an emergency.

Yeah. Seems Maranzano wants to talk about buying the Merchant Street warehouse.

You know, I'm kind of tired. I'm just gon na go home if it's all the same to you.

Angelo, we live and die by the rules we make. We are men of honor, but honor without respect is a. horse - less carriage.

Walk out of here with nothing and I'll forget this ever happened.

FBI. They've been there for months. Think I do n't know. Morons.

Well, you know, when five guys break into my house in the middle of the night, stick guns in my face, tie me up and steal from me. it does irritate me.

You know why I'm handling it very well? Because you're going to get these guys for me.

If I knew where they were you would n't have to find them, would you?

Mario, I got ta go. When my date arrives will you explain to her I had an emergency.

You have enough to worry about, Angelo. You do n't need my problems.

Some cash. Jewelry. The other stuff I can replace, but there's a cardboard box. photos of my mother. They're the only ones I have of her.

Hey, you're looking good. There's something different about you. You get a boob job or something?

Angie, take the kids down to the gift shop and buy'em something. I need a word with Vinny.

Yeah. I mean besides that. They treating you all right? Food okay?

I do n't want anything. I just wanted to say. that I may have. overreacted a little the other day.

Yeah. I mean, you are my brother and. well I should have found another way of expressing my disappointment. So, I've decided to make it up to you.

What are you nuts? A debt is a debt. I was thinking I'd throw a little extra work your way. You know, you come down to the club, make espresso for the boys. wash their cars. run some errands. things like that.

I got something I got ta do. I'm glad we had this talk. Heal. Get better. Let me know when you're ready to start.

I do n't know the little one, but the other guy is definitely one of them. Follow them and call me when you find out where they go.

I see. Well, get back out on the street and find them before I `` sort of'' kill you.

Try to get this through that fat, stupid fuckin' head of yours. If Half Tooth Tony finds these guys before we do and Bonanno knows what was in my safe we are all dead.

Oh really? Thanks. I thought it was a sewing machine. What the hell is it doing here?

Hey, if you're well enough to be walking around you're well enough to start working here.

And I'm tellin' you it ai n't! Now, turn your taco - eating ass around and get the hell out of here.

Yeah. I'll come down and make a full confession later. Right now, tell me what else you found?

The table is littered with plates . Sophie has sketched out a diagram of a house on her napkin .

As they crew and Sophie approach the door we hear the muted roar of loud MUSIC .

As the enter the music is even louder . The bass pounds through the walls . Wayne seems oblivious to it as he sits on the couch smoking a joint .Sophie and Wayne both find his offer amusing .Raymond leaves .

Raymond walks towards a door at the end of the building . The MUSIC grows louder . He KNOCKS on the door and waits . It is opened by a very large man . a biker type , leather jacket , full beard , several long earrings hanging from his ear . He is holding a BEER BOTTLE . Behind him are two other rough - looking men .The Biker takes a sip of his beer .Before Raymond can finish his sentence the Biker pours his beer over Raymond 's head .He slams the door in Raymond 's face .

The music continues to pound through the walls . A soggy Raymond steps into the room . He walks over to a chair and sits down , his head hung down , embarrassed . Marcel is angered by this . He glances over to Daniel who subtly nods to him . Marcel leaves the room .

Marcel walks purposefully along the side of the building . He reaches into his jacket pocket and removes two black leather gloves . He slips them on as he approaches the door , then knocks . A beat . The Biker opens the door .Marcel head butts him , slamming his forehead into the bridge of his nose . The Biker clasps his hands over his bleeding nose . Marcel grabs him by the hair and rapidly punches him in face several times - each punch backing the Biker into the room .

On the last punch the Biker falls backwards crashing through a large glass coffee table . BIKER # 2 moves in behind Marcel and throws a hard punch as Marcel turns around . Marcel bends his head down , so that his attackers fists slams into the hard crown of his skull . BIKER # 2 painfully grabs his broken knuckles . Marcel knees him hard in the groin . BIKER # 2 turns to his side and doubles over . Marcel kicks the man into the back of his knee spinning him around and down on his knees . In a fluid movement he elbows the man in the back of head . BIKER # 2 falls face forwards and is out cold . Marcel turns to the third BIKER who is standing by the stereo . He is smaller than the others and has seen enough . He quickly turns off the power . DEAD QUIET .

Zammito sits at his desk . Joey `` Two Tons '' and Nicky `` The Rake '' sit on the couch . Bobby Beans balding , stocky enters .He walks up to Zammito and they kiss each other on the cheek .Zammito motions for Bobby to sit down .Bobby Beans leaves .Zammito looks over at Joey and Nicky .Nicky gets up to carry out his instructions .

Yeah. That warehouse over on Merchant Street. The volume on our import business has risen dramatically. The proceeds this quarter will be supernumerary due to the -

I'm taking a vocabulary course to enhance my communication skills.

I will relay the particulars of our conversation to Mr. Maranzano.

Julien and Zero are playing cards at the back of the room . Sami sitting by himself sorting through a BLACK CANVAS BAG filled with shoes . Sophie joins him . Sami pulls another pair of shoes out of the canvas bag .Sami dumps the rest of the shoes out of the bag .She sees a TATTOO on Sami 's arm . It 's a heart with someone 's faded name .Sami is suddenly self - conscious of it . She traces along the letters with her finger .Sami looks at her quizzically .She smiles flirtatiously and walks away .

A car drives up . We can only see the outline of an old Chevy Impala . Two men get out of the car , leaving the engine running as they head for the liquor store . Across the street Raymond is checking out a Buick LaSabre , but stops when he sees the flashing alarm light on the dashboard . He looks across the street and sees the Impala .

An OLD MAN is behind the counter . Two masked men enter with guns and rush up to the counter .The old man opens the cash register and hands him all the bills .Raphael pistol whips him with his gun and drags him half way over the counter , then presses his gun to the old man 's head .Raphael pushes him to the floor . He runs out of the store with the others .

Hey, idiot - I've got stolen wheels and a stolen radio in the car.

When I find out who did this I'm going to mount their head on my dashboard!

You run a chop shop for low riders. Yes, I think you'd steal my car.

I do n't give a shit about your cousin's car. We're here about my car. So, shut your mouth! You think you can do that? You think you can keep your big mouth shut?

If I find out you're lying. If I find out you know anything about this I'm going to come back and cut off your nose.

They run out and remove their masks . RAPHAEL RUIZ , 20 's , Latin , tough , shaved head , neck covered with tattoos . HECTOR , Latin , small , cubby , stops and stares at something with confusion .Raphael stops as he sees the street is empty .Hector has to grab Raphael who is too stunned to move and drag him down the street .

The crew gets ready . On the table a variety of gear is laid out . Cells phones , electronic devices , all the tools of the trade . Sami throws some items into the black canvas bag . A cell phone rings . Julien answers it .They grab their gear and head for the door . Sophie leans over and kisses Sami on the cheek . He stares at her , half surprised , half embarrassed .

The crew steps out to find Raymond in the IMPALA . We can see it clearer now . It 's a low rider car . Bright orange flames are painted on the side , wire wheels and chrome exhaust pipes .Raymond pushes a button and the hydraulics make the car bounce up and down . Sami rolls his eyes as the others get into the car . ACROSS THE STREET - Lamar is standing in the shadows with one of his friends , watching .

The six of them are crammed into the car as it moves down the street . Julien studies a map .

Raphael sits on the couch . He can barely contain his anger . He looks up slowly , his jaw clenched . Hector sits across from him with a few other GANG BANGERS .The other Gang Bangers laugh at Hector .Hector slinks out of the room . Raphael 's face hardens .

A family operation . Checkerboard table clothes . Candles burning in Chianti bottles . On the stereo VIC DAMONE sings `` Angela Mia '' . Zammito waits at a table . His cell phone rings .Zammito thinks it over .He walks over to the MARIO , the OWNER of the restaurant .

Mr. Bonanno, I just wanted to remind you that you have an appointment in ten minutes.

Zammito enters to find ANGELO BONANNO , 60 's , powerful , head of the Chicago Mob . He is smoking a cigar with a glass of brandy .Bonanno motions to the couch . Zammito sits down .Bonanno stares at him .Half Tooth Tony , 30 's , built like a tank step into the room . He has the face of a boxer , several of his teeth are chipped or broken .Half Tooth Tony leaves .Bonanno affectionately slaps Zammito 's cheeks .Bonanno takes a sip of his brandy , but his eyes stay on Zammito .A long beat . Bonanno thinks about what he said , not sure what to make of it , then .

Business must be good if he can afford to buy up useless property.

Nah, that's just Tony's way of telling me Judge Judy starts in ten minutes. You ever watch it?

You should. You can learn a lot about the criminal justice system on a program like that. Very informative. Stay and watch it with me.

What is happening with the world? There was a time no civilian would touch a made man. Now every babbo in the world thinks he can get away with something. What did they take?

If they're still stupid enough to be in this city, Tony will find them.

Either you are incredibly brave, or incredibly stupid. Which one is it?

This plane will take you to Canada. From there you can fly back to Paris.

The Impala is by the pumps . Sami leans out the window holding the map as he speaks with the station attendant .

An upscale neighborhood . Expensive homes line the wooded street . The Impala stops and the crew gets out .

Julien attaches a device to the alarm panel . A series of numbers flash by as the computer cracks the code . One by one , the numbers stop until the entry code is displayed on the screen . He enters the numbers on the alarm and nods to the others . Julien and Zero move around to the side of the house as Daniel , Sami and Marcel wait in the shadows .

Julien places a retractable ladder against the wall and climbs up . He pries open the window and climbs in . Zero follows .

Dark . Julien makes his way to the door and repeats the process with another alarm panel . Zero sits on the corner of the bed and waits patiently . Julien turns off the hall alarm and nods to Zero . Zero speed dials a number on his cell phone .

Daniel uses a locksmith tool and quickly pries the lock out of the door . They go inside .

Julien and Zero wait for them . We hear a toilet flush . The door to the bathroom opens and a man steps out . In an instant Julien and Zero jump him . The others enter and quickly join in to subdue the man .

Raymond waits in the Impala . He ca n't resist using the hydraulics , raising the car up and down .

The lights are on . The room is an interior designers nightmare . Clashing colors , zebra skin bedspread . We move along Daniel , Sami , Marcel , Julien and Zero as they stare at something . THEIR POV - Tied to a chair , his mouth taped shut , is a very angry Frankie Zammito . He yells , his voice muffled by the tape , but it 's not hard to understand what he 's saying .Julien goes to a bookcase and finds the safe .He removes his tools and goes to work . Sami stares at Zammito with vague recognition , then turns to the others .Marcel smiles happily .Marcel sees an autographed baseball on the book shelf .Marcel tosses the ball into the black canvas bag . Daniel stares at him .

A surveillance operation . Two FBI agents sit near the window . A small card table is littered with coffee cups . SPECIAL AGENT AGENT HADLEY , 40 's , a hardened field agent , picks up a pair of binoculars and looks out the window . HIS POV - THROUGH THE BINOCULARS : of Zammito tied to the chair and surrounded by the others .

Yeah, but tell them not to move until these morons come out of the house.

That's going to make a lot of noise. Not much time for a conversation after you pull the trigger.

Okay! Okay! We've been investigating Zammito for years, but we've never had enough evidence for a warrant to search his house. We got word through a snitch that Zammito was planning on taking Bonanno out.

You just do n't take out a boss. You need permission from the other families to do something like that. Our informant told us that Zammito was talking with other bosses and recording their conversations in case they later claimed they were n't involved. Look at these tapes. The guy has recorded every conversation he's had for years.

We're talking Matisse, Renoir, Monet. We know for sure they replaced Van Gogh's `` Vase with twelve sunflowers'' last week with a copy. It was on loan from the London National Gallery and they're not going to be very happy when they find out about it.

Yeah. He delivers the goods on Zammito. If we got what we wanted we'd let his brother go providing he tells us where the Van Gogh and the other paintings are.

You walk out with that bag and you wo n't only have Zammito and his people after you. You'll have the entire United States justice department. How far do you think you'll get? I know who you are Mr. Foray? Mr. Zerhouni. Mr. Gayet.

This is turning to shit. If word gets out of my involvement in this I'll go to prison.

I ca n't bring the Bureau into this. If I do the tapes become evidence.

Fuck Bastaldi and his brother. These tapes are gold. Do you have any idea what Zammito would pay to get them back?

What for? The minute I get him some other Gavone will take his place. I've been doing this for twenty years. When I retire it's not going to be to some trailer park in the suburbs.

I'm your worst fuckin' nightmare. Now, if you do n't want me to keep on hurting you, it's important that I believe you and right now I do n't. So tell me, where did they go?

You think I'm going to talk to you until I know if you're wired.

No. You killed her. Manager remembers you going into her room. Your fingerprints were found all over the place.

Witness' can be convinced they made a mistake. Without the murder weapon the D.A. wo n't have enough to prosecute you.

No. I have it. The lamp? The one with your fingerprints and her blood on it?

Of course they could always get an anonymous tip. Find it in the dumpster behind the motel.

I'm going to retire with a shit - load of money. Find me a small country that does n't have an extradition treaty with the States and live the good life.

When this is over you can say whatever the hell you want. I'll be long gone. Besides, who's going to believe you? You're just a two - bit crook.

When you've got the tapes call me on this number. We'll make the exchange and that'll be the end of it.

Oh, you taught Raymond English. You did a wonderful job. I'm sorry to call so late but I'm supposed to meet Raymond -.

No, I did n't know he was a difficult child. Mrs. Gayet, I'm calling because -.

No, I do n't have any children of my own. I'm supposed to meet Raymond tonight at his hotel and I forgot what Hotel he is at. I wondering if you -.

I'm looking for several French men who checked in within the last twenty four hours.

Hey, you're not exactly the most trustworthy guy in the world. I took a shot. It did n't work. Did you bring the tapes?

Chicago P.D. says they ca n't hold the units here any longer. They want to know if they should go in?

BLACK SCREEN . From inside the safe we see Julien open the door . Daniel and Julien look inside . There are a several stacks of cash , envelopes and a small cardboard box . Julien starts removing everything and puts it into the bag canvas bag .Marcel looks as surprised as they are .Sami moves closer to Zammito , studying his face . He moves over to the dresser where there are several photographs of Zammito with various famous people . Next to the photographs is a plaque that reads : TO FRANCIS ZAMMITO . We can see the color drain from Sami 's face . He glances over at Zammito whose eyes are locked on his . Sami grabs Daniel and Marcel and pulls them aside .A beat . The three of them turn and look at Zammito . The seriousness of the situation finally dawns on Marcel . He moves over to Zammito and rips the tape off his mouth .Marcel picks up the cordless phone and dials .

Marcel continues his conversation .We can hear Bastaldi sigh over the line .Bastaldi hangs up . The line goes dead .Marcel whispers into Daniel 's ear .Zero who has been standing quietly by the window sees something across the street . A flash . Light reflecting off glass . He takes a pair of night vision binoculars out of one of the bags and looks out the window . ZERO 'S POV - of Agent Hadley and the other FBI Agent watching him .Daniel grabs the binoculars and looks .Daniel closes the curtains . He tries to think . The crew huddles together in the corner , speaking softly so Zammito ca n't hear them .Daniel looks at the others .Marcel and Zero nod . Daniel looks to Julien who appears indecisive .Julien nods . Sami walks over and grabs the black canvas bag .Zero grins then tapes his mouth closed again .

The crew arrives to find Raymond still playing with the hydraulics of the Impala . They get in .

The Impala pulls into a driveway and goes to the rear of the building , out of view from the street .

The crew waits as the door is unlocked . Wayne opens the door in a stoned haze .

The crew places their equipment on the table .She enters and appears surprised to see them .She quickly notices their angry expressions .

Zammito is still tied to his chair . HIS POV - of the cordless phone of his bed . He pushes with his feet , sliding the chair over to the bed , then starts rocking back and forth until he tips over forward , his face pressed against the mattress . Using his nose he turns on the phone and presses a speed dial number .

Joey `` Two Tons '' is asleep in a sleeveless tee shirt . Next to him is his wife , her hair in curlers , her eyes covered by a black sleep mask . The phone rings . Joey answers it .We hear Zammito 's muffled cries for help . It almost sounds like someone moaning during a sexual act . Joey is surprised at first , then glances over at his wife to make sure she is asleep . He slides his hand under the covers and closes his eyes .

Zammito stops as he begins to realize what Joey is doing on the other end of the line . He grimaces , then shouts louder .

Joey is really going to town now as his hand moves slowly under the covers . We hear a loud scream on the phone .He is really deep into his fantasy world when .Joey sits up quickly .He slams the phone down . A long beat . It rings again . This time he checks his caller ID and sees that call is coming from Zammito 's house .Again we hear the same muffled cries .

Raphael enters with Hector and two GANG - BANGERS . The room is filled with low rider cars . Working under the hood of a car is FELIX , 30 's , sleazy . Raphael walks over and slams the hood down , pinning Felix 's upper body and squishing his face between the hood and engine .Raphael lifts up the hood and slams it down on Felix again .Hector is embarrassed as Raphael once again berates him in front of the others . Raphael picks up a pair of pliers of the workbench . He clamps them down on the tip of Felix 's nose and squeezes . Felix 's face fills with pain .He gives the pliers one last squeeze , then releases Felix .

Agent Hadley sips a cup of warm coffee . He looks very concerned .Agent Hadley is about to answer when he sees something . HIS POV - of a Lincoln Town Car pull up . Joey `` Two Tons '' gets out , goes to the front door and enters .

Joey enters to find Zammito tied to the chair , face down on the bed .

Zammito stands behind the bar pouring himself a large scotch .Zammito stares at Joey for a long beat , then .Joey looks away , embarrassed .

Sami ca n't sleep . He walks over to the table and sorts through the canvas bag containing the contents of Zammito 's safe . Inside a small cardboard box he finds several cassette tapes . He removes the box and walks to the stereo system on the floor , then inserts a tape into the cassette deck . A moment later Sophie enters .She notices the box of tapes .She grins seductively , then leans in towards him .They kiss .

Sami is asleep on the floor , curled up under several blankets . He wakes up and looks to his side expecting to find Sophie . She is not there . Sami looks around for her . Wayne is sitting on the couch preparing his morning joint .It takes a moment for Sami to connect the thoughts .Sami runs to the table . The black canvas bag is gone . CLOSE ON DANIEL : Asleep . Sami shakes him . He opens his eyes .

Daniel and Sami are with the crew . They are not a happy bunch . Wayne is smoking his joint , his eyes locked on the television .A thought occurs to Sami .He removes the tape he put in the cassette deck last night before Sophie entered .He realizes it may not be the time to tell them what happened .Wayne blurts out a sloppy laugh .Daniel stares at him angrily .Daniel grabs the cassette and puts it in the player . On the tape we hear a phone ringing .Sami is the first to realize what he is hearing .Sami holds his hand signaling them to be quiet so he can hear the rest .A pause on the line .The line goes dead . Sami leans back .They all look over at him as he takes a huge hit off his joint .

We're not just talkin' about a ` piece of work' here. We're talking about a boss.

Bonanno's a dinosaur. Guy thinks he's fuckin' Vito Corleone or something. The old ways are gone. If we do n't change now we're going to get pushed out. I need to know if I can count on your support?

We're not just talkin' about a ` piece of work' here Frankie. We're talking about a boss.

I just came by to tell that `` piece of work'' you asked for on Johnny Wicks - It's done.

Angelo, we ca n't lean too hard on this guy. He's a congressman.

A beat up Ford Pinto sputters down the street , black smoke spewing from the tail pipe .

Raphael is at the wheel , his eyes scanning the street for his car . In the passenger seat Hector sits calmly . They come to a red light and stop . RAPHAEL 'S POV - Across the street is low rider car . Raphael stares at it as he thinks about his own car . ON HECTOR . We see the Impala pull up beside them . Raymond is driving . Daniel , Sami and Zero are with him . Hector glances over and sees the Impala . Raymond smiles at him and nods . Hector slowly nods back . He looks over at Raphael who is still looking out the window . The light turns green . The Impala turns right . Raphael looks over at a confused Hector .

A motel like any other . Sami stands outside the office with Daniel , Raymond and Zero .

Sami enters . Behind the counter is the MOTEL CLERK , middle - aged , balding .Sami nods and walks outside . Through the window we see him talking with the others . A beat . Sami steps back inside with Zero .Before he can finish the sentence Zero has his gun out and wedged under the clerks jaw .

Sami knocks . The others stand off to the side of the door . Sophie opens the door and sees Sami . Before she can slam it he pushes it open .

Sami pushes her onto the bed .Sami feigns a smile . Zero checks the bathroom to make sure she is alone . He looks at Daniel and shake his head . Raymond finds the black canvas bag on the dresser and checks the contents .She stares at them defiantly .

A knock on the door . Sami clamps his hand over Sophie 's mouth just in case she gets any stupid ideas . Daniel opens the door . Agent Hadley steps in , stares at Daniel , then feels the barrel of Zero 's gun pressed against his head . Hadley steps into the room . Daniel closes the door . Zero searches him . Finds a gun which he gives to Daniel , then a wallet . He opens it and sees his FBI identification .Zero knowingly bends down and removes Hadley 's backup gun which is strapped to his ankle . He gives the gun to Sami .Sami looks at her - at Hadley - at the black canvas bag . Slowly it starts to come together in his mind .He stares at Sophie angrily .Her expression gives away nothing .Daniel motions to Zero .Zero stares at Hadley , just waiting for Daniel to give him the go ahead .Daniel nods . Zero aims his gun at Hadley 's knee cap .They know he 's right .Sami lifts up a heavy brass lamp from the nightstand . He pulls the electrical cord out of the base , then touches two wires together . They spark . Before Hadley can say a word Sami touches them to his hand . Hadley 's body jerks violent as he screams . Sami removes the wires . Hadley winces in pain from the burn mark on his hand .Agent Hadley nods .There is no point in hiding anything now .

We see Zammito walk over to Mario .Zammito leaves . Through the window we see Joey `` Two Tons '' open the door to the car . Zammito and Joey get in and drive away . A beat . A Taxi pulls up . The front door opens and Sophie enters , all dressed up and beautiful . She walks up to Mario .

Sami stares at her with contempt .Agent Hadley looks to Sophie .They move to the door .

Daniel , Sami , Raymond and Zero walk to the Impala .Daniel dials a number on his cell phone .

Agent Hadley steps out of the bathroom , a towel wrapped around the burn on his hand .She likes the idea . Already she 's thinking how she can work her way into this .His jaw tightens .Hadley is standing behind her . He lifts up the brass lamp with his towel and swings down hard towards Sophie 's head .

Marcel , Julien and Wayne are waiting as the Impala drives up . Raymond hops out of the car .Marcel grabs Raymond and leads him back to the car . Daniel sees Lamar standing across the street .He gets out of the car and walks over to him .Daniel nods .Daniel hands him his cell phone .

Wayne is on the couch watching TV . There is a loud knock on the door . He opens the door to find Agent Hadley .Hadley pushes past Wayne and enters .Hadley flashes his badge .Hadley punches Wayne in the face . Wayne falls to the floor .Agent Hadley kicks Wayne in the chest .Agent Hadley kicks Wayne in the ribs .Hadley sees the phone number Raymond gave Wayne on the coffee table . He puts it in his pocket and stares at Wayne , then just for the hell of it gives him one last kick in the ribs .

A MAID stops her cart in front of room fourteen . She KNOCKS .No answer . She uses her key and steps into the room . A beat . We hear a loud scream .

Raymond is on the phone .Daniel , Sami and Julien sit at a table . Marcel stares out the window sadly . Zero is flipping through the television channels .Raymond hangs up the phone and joins the others .They take a step towards each other . Sami steps in between them .Zero turns to another channel . A news broadcast . We see a mug shot photo of SAMI on the screen .Zero turns up the volume .Sami is stunned .CLOSE ON TELEVISION The Reporter continues her story .Pull back . We are now in .

Police have confirmed that Zerhouni was seen entering the woman's room by the Motel Manager.

Zerhouni is also wanted by police for questioning regarding a robbery last night at the home of alleged Mafia member Frankie Zammito.

The other members of his gang are reported to be French nationals Daniel Foray, Marcel Burot, Julien Labesse.

Zammito grimaces as the news of the robbery becomes public .CLOSE ON TELEVISION The Reporter continues .Pull back again .

Lamar is sitting on the couch watching the news report with amusement .CLOSE ON TELEVISION The reporter finishes her story .Pull back again .

Hadley grins as he watches the report .CLOSE ON TELEVISIONWe are back in .

Sami turns off the television and looks to the others .Sami gets into Julien 's face .Julien walks away . Daniel picks up the phone and dials a number .

The cell phone Daniel gave him rings . He answers it .The line goes dead . Lamar grins , happy with the money he 's going to make .

A Lincoln Town Car drives up . Zammito gets out with Joey `` Two Tons '' and Nicky `` The Rake . They wait outside . Zammito enters .

Bonanno is behind his desk . Half Tooth Tony sits on the couch . Zammito enters . Bonanno walks around his desk and hugs Zammito .Bonanno places his hands on Zammito 's cheeks and presses them together .Bonanno releases him .

Zammito steps out onto the street . Joey `` Two Tons '' and Nicky `` The Rake '' are pitching pennies against the wall . They start arguing about something .Zammito walks over .Zammito grabs him by the neck and smashes his face into the wall .Both men walk to the car . Zammito starts after them , then stops . He turns back , picks up the coins and puts them in his pocket .

Sami moves through a crowd of PEOPLE . He looks around until he sees a man who looks remarkably similar to Raymond . Sami bumps into him and lifts his wallet .

Marcel waits as a SALESPERSON brings over several boxes of electronic equipment .

Sami passes the shop . He stops . In the window is BLACK CANVAS BAG that is identical to the one that they used on the job . He goes into the store .

An old building that has seen better days . Daniel and Zero get out of a Taxi and go inside .

Looks even worse on the inside . A dark corridor is lit by bare light bulbs hanging from the ceiling . An old PROSTITUTE walks past them , her smile signaling she is open for business . They arrive at room 211 and knock . The door is opened by a very large BLACK MAN . Behind him we can see Lamar with ELLWOOD , 20 's , sun glasses , his neck draped in gold chains .Daniel pulls back his jacket to reveal the gun he took from Hadley in his waistband .Daniel looks past him to Ellwood .Daniel removes an envelope full of cash .Ellwood stomps his foot several times on the floor . The black guy feels the vibration and turns around .The black guy steps aside . Daniel and Zero enter .

Zammito's offering twenty grand a head for these guys. You think I'm going to settle for four G's when I can make forty?

Okay, put it on the floor. and do not kick it under the fuckin' bed.

No? Did you just say no? Listen cowboy, if you're thinking about makin' a move, do n't. Nobody is that fast.

Ellwood is sitting on the bed behind several open suitcases displaying a variety of weapons .Daniel looks over the merchandise .Daniel starts counting out the money . Ellwood points a .357 magnum he 's been holding behind the open suitcase at them .Daniel slowly grabs his gun and places it on the floor , then kicks it under the bed .Ellwood speaks to his cousin , speaking slowly and enunciating each word so he can read his lips .The black guy get on his hands and knees and starts looking for the gun under the bed . As he does Daniel glances over at Zero with a look . Ellwood aims his gun at Zero .Zero opens his coat and reveals his .9 mm .He stares at Ellwood calmly through dead , flat eyes .Ellwood is confused . Daniel bolts to his left . Ellwood 's eyes leave Lamar for a moment - it 's a moment too long . In a blur of movement Zero has his gun out and fires one shot into Ellwood 's forehead . Ellwood slumps down on the bed , dead . The black guy who has heard nothing continues searching under the bed . Zero casually picks up the suitcase filled with guns and hands it to Daniel . They walk out of the room . Lamar stands there , stunned , then quickly runs after them . A beat . The black guy pops up with Daniel 's gun oblivious to what has transpired in the room .

Daniel pushes Lamar out the door . Zero steps out behind him . He stares at Lamar for a long moment , then hands him the envelope .In the background we hear the loud , agonizing scream from the black guy as he finds Ellwood 's body .

Raymond and Julien approach the counter . Raymond is nervous .They arrive at the counter . The RENTAL AGENT , a man in his 30 's looks up at them with a smile .Raymond smiles , a big , friendly , completely over exaggerated smile . Julien looks at him and rolls his eyes . The Rental Agent walks down to the end of the counter and dials a number on the phone .

I'm sorry about the wait. There was a problem with the equipment.

Vinny is in bed , his arm in a cast and sling . His wife ANGIE , 30 's , big hair , loud clothes . She sits on the bed feeding him . His two kids , RICHIE , 8 , and TOMMY 10 , sit off to the side . Zammito enters .She kisses him . Vinny stares blankly at his brother . Zammito takes a step back , looks her up and down . He lays on the charm .Zammito moves over to the kids and offers a quick hello .Zammito pulls out a roll of bills that could choke a horse and peels one off .Angie looks at the money .She takes the kids and leaves .Zammito sits on the edge of the bed .Zammito 's cell phone rings .Zammito hangs up .Zammito leaves . Vinny can only shake his head in bewilderment .

Several low - rider cars are parked on the street . Raphael and Hector are with several GANG MEMBERS .

I ai n't seen it your car. Sorry man. Hey, you know who you should talk to is Freddy O.

Got out last month. He's trying to go straight but he's still wired in. He's working at some restaurant. I'll find out where and call you.

Sami is recording something on a tape deck Marcel bough . He sees Marcel outside on the balcony and removes a piece of paper from his pocket , then picks up the phone and dials .

The Rental Agent walks back over to Raymond and Julien .The Rental Agent 's eyes drift to a black Lincoln Town Car parked across the street .

A Lincoln pulls up . Zammito gets out and walks over to three WISEGUYS in another Town Car . One of the Wiseguys points to the window of the rental agency . Zammito looks at Raymond and Julien .Zammito walks back to his car and drives off .

An EMPLOYEE drives up in a CADILLAC DE VILLE . He gets out and Julien grabs the keys from him .Raymond nods and gets in the passenger seat .

The Cadillac moves down the street . The Lincoln follows a few cars behind them .

Agent Hadley walks towards the statue wearing a pair of sun glasses . As he approaches , Sami steps out .Hadley pushes him up against the statue and starts frisking him .Sami lifts up his shirt showing Hadley his bare chest . He drops his pants down to his ankles .Sami is stunned , then his thoughts snap back to .

Sami picking up the brass lamp off the nightstand and leaving his fingerprints all over it .

Sami stares angrily at Hadley who appears to be enjoying his frustration .Sami stares at him a long moment .Hadley hands him a card .Hadley leaves .

Julien drives the Cadillac along the North River . The Lincoln keeps pace with them several cars behind .

Raymond clicks through a few Radio Stations . Julien glances in his rear view mirror . HIS POV - IN THE MIRROR : of the Lincoln several cars back . Julien seems concerned . He turns the steering wheel hard to the right .

The Cadillac cuts across the right lane almost hitting a car and turns onto another street . The Lincoln makes a sharp move to stay up with it .

The Cadillac speeds down the street , weaving in and out of traffic . The Lincoln does the same . The Cadillac reaches an intersection . The traffic ahead of them is stopped for a red light . The Cadillac veers onto the sidewalk . Pedestrians jump out of the way and the car streaks down the pavement . Behind the Lincoln follows .

The Cadillac screeches around the corner , onto a ONE WAY STREET .

Julien concentrates as he weaves the car in and out of the on coming traffic .

The oncoming traffic veers off . Cars collide . The Lincoln clips a car , loses control for a moment , then continues after them . At the corner the Cadillac turns onto another street and joins traffic in the right direction .

The Lincoln moves up along side the Cadillac . Two WISEGUYS lean out the window with guns in their hands . The Cadillac veers away just as they start shooting . Bullets riddle the car .

Raymond removes Hadley 's backup gun . The Lincoln pulls up beside them again . The sound of GUN FIRE fills the air as Raymond shoots from the Cadillac . The rear passenger window of the Lincoln shatters and Raymond fires . The Lincoln drops back .

The Cadillac turns the corner . The Lincoln follows . The traffic is heavier here . The cars have to slow down . The Lincoln moves beside them again . Raymond fires his last shot . His gun his now empty . Several rounds of gun fire come from the Lincoln .

Raymond looks over to Julien .His voice trails off as he sees Julien . A bullet has glanced his neck , not deep , but deep enough to sever an artery . Blood pours down his neck and covers his shirt . His face is pale . He glances at the wound in the rear view mirror .

Julien steers the caddy onto another street . The towncar follows .

Julien looks at Raymond . He is paler now , his shirt completely covered with blood . He strains to stay conscious .Raymond knows he 's right . The car races into the next turn .Raymond opens the door . He jumps out .

Of Raymond as he rolls towards the curb . The Caddy skids around the corner .

The Lincoln slams on it 's brakes in the middle of an intersection . Raymond is dazed from his fall . He gets up slowly , his pants torn and sees . P.O.V. RAYMOND OF THE TOWNCAR - DAY The driver is reaching out the window with his gun to take aim and is just about to shoot when .

Julien comes racing into the intersection full speed and smashes into the Lincoln . The impact sends the Lincoln spinning around . When it stops the driver 's window is facing the front of the caddy . The driver of the caddy takes aim and fires . The bullet goes through the windshield and kills Julien . The driver looks over at the passenger just in time to see . P.O.V. . A LARGE TRUCK - DAY Speeds through the intersection and smashes head on into the Lincoln . It crumbles like a toy under the weight .

Raymond limps into the street oblivious to the oncoming traffic . He stares sadly at Julien .

Zero and Marcel are checking over the guns . Daniel writes some notes on a pad of paper . Sami appears nervous as he sits off to the side . The door opens . Raymond limps into the room . His face is dirty , bruised , his pants torn , legs scraped . He stands there , staring at them through empty eyes . Daniel looks at the door expectantly . He knows the answer before he asks the question .Raymond 's face fills with sadness . He shakes his .

There is a cold silence in the room . Daniel stares at the sliding glass door , staring out over the city .He looks at them sadly .Everyone looks to Zero .

Agent Hadley sits on his couch , deep in thought . He glances at the paper with Raymond 's phone number on the coffee table . A beat . He gets an idea . He picks up his phone and dials .

Tow trucks and cleaning crews work around wreckage of the cars . Only a few POLICE CARS are there . A UNIFORMED COP looks over and sees Joey `` Two Tons '' on the sidewalk . Joey motions with his head to an alley .

The Uniformed Cop enters the alley and joins Joey .This sparks Joey 's interest .

Some French guy. At least that's what his passport said. You know Joey, I should n't be talking to you about this.

No. It's just that the French guy had a gunshot wound on his neck. So, this is a homicide. Are you guys involved in this?

The crew sits around a table trying to figure out how they can get out of town .Sami opens a pack of cigarettes to find it 's empty .

Because of the early hour the room is empty . Raphael and Hector are with FREDDY O , 30 's , hard - looking . He is wearing a bus boy uniform as he sets the tables .Raphael and Hector exit . We move with them through the door into .

I ca n't believe someone would have the balls to rip off your ride.

Raphael and Hector head for the front door . The elevator doors opens and Sami exits . They walk past each other as Sami heads across the lobby and into the gift shop . As Raphael and Hector walk out the front door Agent Hadley steps in walks past them . He goes over to a WOMAN CLERK at the front desk .She walks over to the HOTEL MANAGER and points to Agent Hadley . The Manager walks over .Agent Hadley shows him his badge .Agent Hadley follows the manager as they walks towards the elevators and pass . Sami who pretends to read a magazine , covering his face so Hadley will not see him . Sami walks quickly across the lobby and passes . Joey `` Two Tons '' , Nicky `` The Rake '' and three other WISEGUYS enter the hotel . Agent Hadley gets in an elevator with the Hotel Manager . The doors close as the wiseguys approach . The moment the doors close Sami bolts into the lobby and over to the house phones . All of them are being used except one . A MAN is just about to lift the receiver when Sami pushes him aside .Sami ignores him as he waits for the hotel operator to answer . The phone just rings and rings . Behind him another elevator has arrived and the wiseguys enter . Sami 's frustration is growing as the phone continues to ring . The Man who Sami pushed away is still there .Sami quickly smacks him on the head with the receiver . The man slinks away .

The phone continues RINGING .Daniel looks at Raymond and sighs , then gets up and lifts he receiver .Daniel slams down the phone . The others can see the urgency on his face .Daniel grabs the canvas bag .

The manager is about to open the door with his key . Agent Hadley takes it and removes a gun .The manager runs away . Agent Hadley inserts the key and opens the door . His face fills with fear as he sees . AGENT HADLEY 'S POV - Daniel , Marcel , Raymond and Zero are on the other side , their guns pointed at Hadley 's head .

Daniel uses Hadley 's handcuffs and handcuffs him to a pipe under the sink .

Daniel , Raymond , Marcel and Zero step into the hall . The moment they do the elevator doors at the end of the hall open . The Wiseguys step out and see them . The door to the room next to theirs opens and a LITTLE GIRL , 8 , dressed in a pink dress steps out .Everything seems to move in slow motion . - The Wiseguys go for their guns . - The crew goes for theirs . - The little girl is caught between both groups . - Marcel lunges forward , tackling the girl to ground . - The Wiseguys begin to shoot . - The hallway fills with gunfire . - Marcel pulls the little girl into her room . - Plaster explodes off the walls as bullets rip through them . - The Crew rushes back into their suite .

Marcel hands the frightened girl to her mother , then moves over to the door that joins with the crews . He shoots the lock and moves through the door .

As Marcel steps through he sees the crew all aiming their guns at him . Daniel gets an idea . As Zero holds off the Wiseguys from the doorway , Daniel goes to the adjoining door on the other side of the suite . He shoots off the lock .The Crew moves through the door .

Empty . The crew runs across to the door . Because the room is built at the intersection of two hallways the crew step out into a corridor out of the Wiseguys line of sight .

Silence . The Wiseguys move down the hall and stop outside the door of the Crew 's suite . A beat . They rush in .

Empty . Nicky `` The Rake '' sees the open adjoining door and motions for them to follow him .

The Wiseguys step out just as the Crew are going through the door to the stairwell . The Wiseguys run after them . Joey `` Two Tons '' lags behind .

The Crew runs down the stairs . Above them the Wiseguys follow . Joey `` Two Tons '' is breathing heavily as he runs down the stairs .

The door flies open as the Crew runs across the lot . Sami has already started the Impala and is waiting for them . A moment later the stairwell door opens and the Wiseguys run out , guns blazing . The Crew heads for the Impala , shooting behind them as they run . Nicky `` The Rake '' '' shoots . Zero is hit in the leg . He falls to the ground , then rolls on his side behind a parked car . He fights through the pain , props himself up and begins to shoot back . Two Wiseguys step out to flank Zero . Zero takes aim and shoots one . He lines up on the other Wiseguy and pulls the trigger again . Click ! His gun his empty . Daniel and Marcel run towards Zero , firing their guns as fast as they can pull the trigger . Marcel takes aim and fires . The Wiseguy 's dive for cover as Marcel blazes away until his gun is empty . We hear tires screeching as the Impala backs up . The Wiseguys shoot , blowing out the back window . They move in on Marcel and Zero . Daniel runs forward with two guns firing at the wiseguys . As he nears Marcel he throws the extra gun to him . SLOW MOTION : on the gun as it flies through the air . SLOW MOTION : One of the WISEGUYS has almost circle around the car . SLOW MOTION : on the gun has it flies through the air . REAL TIME - ON MARCEL : He looks to his left just as the gun arrives . It hits him on the forehead and knocks him down . Daniel fires a few SHOTS driving the Wiseguy back . He runs over and with Marcel 's help they grab Zero and help him to the car . They dive into the back seat . The car screeches forward and races out of the garage . Silence . The staircase door opens and an exhausted Joey `` Two Tons '' steps out , gasping for air .

Daniel attends to the wound on Zero 's leg .Daniel stares at him . A beat . Zero grins , saying thank you .

A distraught Raphael sits across from Hector in a booth near the window . Hector has almost finished eating . Raphael has n't touched his food . He pushes his plate away .Raphael lowers his head sadly . Hector looks out the window . HIS POV - of the Impala driving by - rear window missing , bumper about to fall off . Hector watches it go by , then turns back . Raphael looks up .

Small . Filled with cheap furniture . A small kitchenette is off to the side of the room . Zero lays on the bed . Daniel uses his belt as tourniquet to slow the bleeding . Raymond sits at the table staring at the black canvas bag containing the cash and tapes . Marcel is in the kitchenette .Zero smiles . Sami enters carrying a shopping bag . He places it on the counter .Sami removes the items from the bag . He opens the bottle and hands it to Zero who quickly gulps down a few mouthfuls .He winks at Sami .Raymond cuts the pant leg away . Daniel walks over to Marcel who is standing over the gas range . Over the flame is a tire wrench , the metal tip glowing red hot . Sami opens the bag and removes some white bread .He removes a can of cheese whiz and sprays the cheese onto the bread .All the French guys look at him as though he is from another planet .Sami stuffs his mouth with a big bite .Daniel uses a towel to pick up the tire wrench and walks over to the bed . Sami and Raymond grimace as they think about what 's about to happen .Zero nods . Daniel takes the bottle of Vodka and pours some over the wound . Zero flinches . Daniel looks at Marcel , then releases the belt . Blood flows from the wound . Marcel presses the hot poker against the wound . Zero grunts , but does not scream . His face contorts violently from the pain .

Zammito sits at a table in the back eating an assortment of pasta . DEAN MARTIN `` Innamaraia '' plays on the stereo . EDDIE , 60 's , arthritic , finishes making an espresso . He starts carrying it over to Zammito , moving incredibly slow , shuffling one foot in front of the other . Zammito watches him with strained patience . Joey `` Two Tons '' and Nicky `` The Rake '' enter . Their faces tell the story .Zammito scoops up a handful of pasta out of his plate and throws it at him .Joey `` Two Tons '' looks down sheepishly , several pieces of pasta are stuck to his face . Zammito walks over to him .They turn around and leave . Zammito stares after them angrily .He looks over at Eddie who is only half way to the table .

Zero is passed out , a half empty Vodka bottle on the nightstand . The others have been up all night . Raymond is across the table from Sami .Sami realizes that Raymond wants to talk about something . anything . that will get his mind of the events that have lead them here .Raymond forces a weak smile . Daniel who has been watching them grabs a few things off the table .Daniel looks at Sami and motions for him to come outside .

Daniel walks up to the front door and rings the bell . Half Tooth Tony opens the door and looks him up and down .

Half Tooth Tony searches Daniel . He finds a small cassette player , glances at it and sticks it back in Daniel 's pocket .

Daniel enters . Half Tooth Tony stands behind him , his eyes locked on Daniel 's every move . Bonanno is sitting in an armchair .Bonanno looks to Half Tooth Tony .Bonanno nods . Daniel removes the cassette player and turns it on .Daniel turns off the tape . Bonanno 's anger is visible .Daniel nods .Daniel grins . He is n't going to tell him .

Zero and Raymond are sleeping . We hear the shower running in the bathroom . Sami is at the table . The black canvas bag containing the tapes is on the table . Sami removes the identical canvas bag he bought at the store from under the bed and places it on the table . He takes the original and leaves .

Sami removes the card Hadley gave him , takes out his cell phone and dials . A taxi pulls up .Sami gets in the taxi and it drives away . A beat . A moment later another taxi pulls up . Daniel gets out .

Daniel enters to find Zero and Raymond still sleeping . He looks at the black canvas bag on the table . Marcel steps out of the bathroom wrapped in a towel .

Hadley is waiting by the statue holding a cardboard box . Sami walks towards him holding the black canvas bag .Sami holds up the canvas bag .Hadley opens the cardboard box to reveal the bloody lamp base . Sami hands him the canvas bag .Hadley removes a small cassette player from his jacket . He picks a tape and inserts it into the player .Hadley stops the tape . He inserts another one .Hadley grins . This is great stuff . He looks up at Sami .Sami grabs the box and leaves . Hadley starts whistling a tune and walks off the other way . As he reaches the tree line Lamar pops out with two of his friends . All of them have guns .One of Lamar 's guys searches through Hadley 's pockets , finds his gun , then takes his wallet .Hadley stares at Lamar defiantly . Lamar cocks the hammer back on his gun and presses the barrel to Hadley 's forehead . Hadley drops the canvas bag . Lamar picks up the canvas bag and runs away . Hadley stands there fuming . Lamar runs towards the statue and disappears behind it . ANGLE - BEHIND THE STATUE Daniel is waiting , holding the other black canvas bag . As Lamar passes they quickly exchange bags . From Hadley 's point of view Lamar has merely run behind the statue as he heads for the street . Lamar runs a few more steps , then stumbles and falls . several cassette tapes spill out of it . Lamar 's buddies are already at the street .Lamar gets up , looks at the bag , pretends to be panicked . He runs off leaving the bag laying on the grass . ON HADLEY : He ca n't believe his luck . He runs over , picks up the loose cassettes and puts them back in the bag , then leaves . ON DANIEL : he peers out from behind the fountain , watching as Hadley walks off in the other direction .

I made Peter Dimiano a congressman. We pay him each month to look after our interests.

Daniel arrives to find Sami and Lamar .Daniel grins and pats him on the back .Lamar is about to protest when Daniel takes out a roll of bills .

Hadley enters with the black canvas bag . The RECEPTIONIST hands him a package .

Hadley opens the package and finds a video cassette . Hadley pops the cassette into the VCR . On the screen we see Sami speaking into a video camera .On the television screen we see Hadley and Sami in the park on their first meeting .The color drains from Hadley 's face . Sami reappears , talking into the camera again .The tape turns to static . Hadley tries to think . He takes the VHS tape from the machine , then picks up his phone and starts to dial a number . A beat . He thinks better of it , hangs up and uses his cell phone .

Eddie is on the phone . Zammito is at his usual table .Zammito springs out of his seat and grabs the phone .

Hey boss, some guy named Hadley. Says he's got some tapes you want?

Zammito and Joey `` Two Tons '' rush to the car carrying a briefcase .

Raymond knocks on the door . Vinny answers it , his arm in sling .Vinny looks on the street and sees the Impala .

An old building , dirty windows and peeling paint . The main door is open .

Zammito and Joey `` Two Tons '' are standing next to Zammito 's Lincoln . Hadley parks ten yards away and gets out with the black canvas bag .Hadley starts to place the canvas bag on the hood of Zammito 's car .Hadley opens the bag . It is filled with cassette tapes .Zammito nods to Joey `` Two Tons '' who opens another briefcase filled with cash .Hadley starts to go . Zammito motions him to stop .Zammito picks a tape and tosses it to Joey `` Two Tons . '' Who puts the cassette into the cars cassette player . Suddenly we hear Wayne Newton singing `` Danke Schoen . ''Hadley 's face turns white . He produces an audible gulp as he looks at Zammito weakly .

Danke Schoen, darling Danke Schoen. Thank you for all the joy and pain.

The music continues as we hold on a wide shot of the building .Through the dirty windows we see several flashes as the air fills with gunfire .Zammito 's Lincoln pulls out of the warehouse and drives down the street .

Music continues in the cassette deck . Joey `` Two Tons '' drives . Zammito sits in the passenger seat .

Sami , Marcel and Raymond help Zero out of the taxi and towards a small plane . Off to the side Bonanno is standing with Half Tooth Tony . Daniel walks over to him .Daniel hands him the cassette case with half the tapes . Bonanno hands it to Half Tooth Tony who takes them into the car and listens to a tape .

The Lincoln pulls up . Zammito and Joey `` Two Tons '' get out . Vinny is waiting beside the Impala .Vinny starts to walk away .

A gang hang out . Raphael is with several hard - looking gang - bangers . Lamar arrives with two of his friends .

Several Gang Bangers stand around their low rider cars . Sananta 's `` Oye Como Va '' plays loudly on one of the radios . Raphael talks heatedly with several of the gang bangers . A SERIES OF QUICK CUTS Music continues as several gang members check their guns .

The Santana song continues as several car loads of Gang Bangers drive down the street .

The air is thick with cigar smoke . Several GUMBAS hang around the bar . Zammito is at his table with Joey `` Two Tons '' and Nicky `` The Rake . '' DEAN MARTIN `` Return To me '' plays on the jukebox . Outside we hear the sound of cars pulling up and screeching to a stop . The door opens and Raphael and ten other very tough - looking GANG MEMBERS step inside . The room falls silent , except for Dino on the jukebox . Zammito stands up .They are right on the edge of having a major disaster . The Dean Martin song ends . Dead quiet . Each group watches the other to see who 's going to make the first move . The jukebox selects another record . The needle scratches against the vinyl intro . We hear the intro to JERRY VALE singing `` Amore Scusami '' . SERIES OF QUICK CUTS - Raphael 's eyes burn into Zammito 's - A Gang - Bangers eyes dart from side to side . - A Wiseguy bites his lip . - Nicky `` The Rake '' twitches his fingers nervously . - Sweat glistens on the forehead of Joey `` Two Tons '' . At the bar Eddie reaches behind for something without looking . He knocks over a bottle . It falls to the floor and breaks . The noise is enough to push things over the edge .Raphael goes for his gun . All hell breaks loose ! People dive for cover as shots rings out . In the close quarters it 's like shooting fish in a barrel .Eddie lifts a shotgun from behind the bar and blows away a gang member . Another gang member kills him . It 's a massacre ! Bodies drop like flies . The room is so thick with smoke you ca n't see two feet in front of you . Finally it is quiet .We move through the room , past the carnage . Smoke swirls , blood covers the floor . Raphael is dead . Along with Joey `` Two Tons '' and Nicky `` The Rake '' On the floor , Zammito is against the bar . He sits up , amazed that he is untouched . He gets to his feet and makes his way to the front door .

Music continues . Zammito staggers outside and into the street . He laughs , a nervous laugh at his good fortune .Zammito turns around to see ZAMMITO 'S POV - A Lincoln Town car speeding towards him . Through the windshield he can see the smiling face of Half Tooth Tony . The front of the car slams into Zammito , lifting him into the air . He flips head over heals then smashes into the windshield and over the car . He lays in the middle of the street , dead . The Lincoln speeds off down the street .

Music continues . Bonanno sits on his couch , eating a cannoli as he watches Judge Judy on television .

Music continues . Agent Hadley is leaning against his car , his eyes open , a large bullet hole in his head .

Music continues . Wayne is sitting on the couch , an open package on the coffee table . He smiles as he stares at the stacks of cash the crew took from Zammito .

Jerry Vale continues singing as the plane glides through a clear blue sky . Music fades .

Bastaldi steps outside into the crisp morning air . He takes a few steps , then stops . BASTALDI POV - across the street , standing side by side are Daniel , Sami , Raymond , Marcel and Zero . They look like a ragged bunch , tired , dirty . We PAN across the faces of each one of them as they stare at Bastaldi . A BUS goes by blocking Bastaldi 's view of the boys . When it passes the crew it gone ! Bastaldi bites his lip nervously . Bastaldi looks around , but there is no sign of them . A DIFFERENT ANGLE We can see the five of them crouched behind a parked car . Marcel peers through the window at Bastaldi who is still trying to figure out where they went . They are all amused with Bastaldi 's bewilderment .Finally , Bastaldi turns around and goes back into his apartment .

Bastaldi is at his desk , nervously tapping his fingers on the surface . The phone rings . He knows who is calling . He stares at the phone for a long moment , then he slowly lifts the receiver .The line goes dead .

Bastaldi drives up . He gets out carrying a suitcase and nervously walks to the boat .

Bastaldi enters . No one appears to be there . Bastaldi 's cell phone rings . He answers it .

Daniel , Sami and Zero watch the houseboat . Daniel continues his conversation on the cell phone .DANIEL 'S POV : Bastaldi appears on deck . He puts the suitcase in the rowboat and unties it . It drifts slowly into the current .

The rowboat hugs the shore , moving slowly down the river . Marcel is on the shore with Raymond . Raymond reaches out with a long pole and pulls the boat to shore . Marcel opens the case . Inside are several stacks of five hundred franc notes . Marcel looks to Raymond with a grin and nods . Raymond opens his cell phone .

Daniel , Sami and Zero continue to watch the houseboat . Sami 's cell phone rings . He answers it and listens .Sami nods to Daniel .

Bastaldi 's cell phone rings . He answers it .The line goes dead .

Bastaldi enters , looks around the room until he sees the wooden chest . He walks over and opens it . Inside there are several cassette tapes in the cardboard box . Bastaldi grins and lifts the cardboard box out of the chest . He hears a CLICK . He notices something is attached to the bottom of the cardboard box . It 's a long thin wire that has pulled the pin on an electronic device .

Daniel is now holding small , black device . A yellow light starts flashing . He puts his finger on a red button .He presses the button .

A digital counter begins counting backwards . Bastaldi realizes that the device is a BOMB . He stares at the numbers quickly speed by 8 . 7 . 6 . 5 .

The houseboat explodes in a brilliant fireball , sending pieces of wood and metal flying into the air . A thick plume of black smoke swirls in the wind .

Daniel , Raymond , Sami , Raymond , Marcel and Zero watch the smoldering wreckage . Their blank faces show no emotion - just a sense that justice has been done .Raymond opens the suitcase and looks inside . As he peels through the stacks of money we see that only the top bill of each stack is real - underneath them all is white paper , cut to the same size as the bills . Everyone turns to Marcel .

The five of them walk across the bridge .No one answers him . Sami reaches inside the black canvas bag and removes the autographed baseball Marcel took from Zammito .Sami throws the baseball back in the canvas bag .Raymond 's anger takes everyone by surprise . Even Raymond is surprised by his outburst .Marcel tries to take the ball out of the bag . Sami pulls it away . Marcel grabs the bag . Both of them tug on it . Marcel pulls hard and the bag rips down the seam . The baseball falls out and rolls off the bridge into the river .Marcel stands there holding the inside liner of the bag . Sami throws the canvas bag to the ground in frustration . Something catches Daniel 's attention . DANIEL 'S POV - of the black canvas . The lining has been ripped away . A light breeze blows lifting the underside of the black canvas . There is a flash of color . Another gust of wind turns the black canvas over . On the other side is Van Gogh 's `` Vase with twelve sunflowers '' . Daniel 's jaw drops . The others notice his stunned expression and follow his stare . THEIR POV - of the priceless painting . They stand there , too shocked to move at first , then rush forward . They have almost reached the painting when a truck passes them . The wind kicks up the painting , blowing it over the railing . They reach out to grab it , but it is too far away . They stand there , watching as it slowly floats down to the river below .

They look at one an other , then without speaking a word they all jump off the bridge . As they fall towards the water we . FREEZE FRAME

The infinite blackness punctuated by a billion stars . As we slowly DESCEND through the varied shades of blue of the Earth 's atmosphere , we HEAR the first strains of a haunting , Central American FLUTE , joined by a swelling background of JUNGLE SOUNDS . We descend further , through a lush JUNGLE CANOPY , backlit by a setting sun .

Through a collage of shimmering HEAT - WAVES , a dark , OTHER - WORLDLY OBJECT drops INTO VIEW , backlit by the fiery , ORANGE - RED sphere of a setting tropical SUN , heading slowly towards us , floating , as if suspended by the rising heat of the jungle . Continuing to approach , the shimmering object resolves into a MILITARY ASSAULT HELICOPTER , its rotors strobing in the fading sunlight . Drawing closer , the SOUND of powerful TURBINES , throbbing in the heavy air , becomes dominant , overpowering . Guided by COLORED SMOKE and LANDING LIGHTS , the chopper looms hard INTO VIEW , pitching forward and settling to the ground , kicking up a maelstrom of dust and vegetation

Where a MAN wearing a military UNIFORM watches through the large open windows the helicopter as it continues to approach . Before the skids have even touched down he SEES the first of the MEN , dressed in CIVILIAN CLOTHES but carrying full COMBAT GEAR , alight gracefully from the chopper , double - timing in close order to one side , the orders SHOUTED by one man lost in the ROAR of the chopper . The man turns away from the window , to a FIGURE , hidden in the shadows .He turns back , lowering a BAMBOO SHADE , obscuring the window .

On adjoining PADS , two other HELICOPTERS are VISIBLE ; in the b.g. can be SEEN several concrete and THATCHWORK BUILDINGS , a secret command post disguised as a COASTAL FISHING VILLAGE . The post in a flurry of activity , AMERICAN ADVISORS shouting directions to dozens of LATIN AMERICAN SOLDIERS who stand by to assist the landing helicopter and to load EQUIPMENT into the other choppers . Inside the chopper , one man remains , stretched out against the bulkhead , as if asleep . He stirs , sits up , lighting up a CIGAR . With fatigue showing in his motion , he leans forward , descending to the ground . A JEEP pulls to stop , the man swinging casually into the front seat , tossing his GEAR into the rear . With a lurch the jeep heads out towards the command post . In the doorway TWO MEN solemnly watch as the jeep approaches . Reaching the command post the man alights from the jeep , heading towards the two men . Into the pool of light cast by the fixture above the door steps MAJOR ALAN SCHAEFER , the team leader , 38 , an intelligent and intense man . He informally salutes , GENERAL H.L. PHILIPS , 55 , hardened , close - cropped graying hair , his nameplate and insignia identifying him as a member of an elite commando unit in the U.S. Army . He clasps Schaefer warmly on the shoulder .They walk up the stairs , entering the palapa , leaving the other man on guard .

Eighteen hours ago I was informed that one of our choppers, transporting three presidential cabinet members from this charming little country, was shot down.

. The pilots radioed from the ground that they were all alive. Their position was fixed by the transponder beacon onboard the chopper.

We figure we've got less than twenty - four hours to catch up with them. After that, there's not much hope. We want a rescue operation mounted tonight. That does n't give you much time.

I'm afraid those are your orders, Major. Once you reach your objective, Dillon will evaluate the situation and take charge.

If it had n't been for her, he'd be dead now. That story she told us. I still ca n't believe it.

This must be good. Big shot from the CIA, leaves his desk to come back to the bush. What's so important?

Heat seeker. Pretty sophisticated for half - asses mountain boys.

I knew this man. Green Berets, out of Fort Bragg. What the hell were they doing in here? You got any answers for this, Dillon?

Let's get it over with. We move. Five meter spread. No sound. Nothing.

Just killed one of the prisoners. No time for invitations. We take them, now.

Good work, Mac. Clear the area, no traces. Get the men ready to move.

It was all bullshit. All of it. From the start. you set us up, got us in here to do your dirty work.

That's your problem, Dillon. You always did put ambition before the lives of your men.

We take her and she'll give away our position, every chance she gets. No prisoners, Dillon.

I'm getting my men out of this damn jungle, Dillon. She's your baggage. You fall behind, you're on your own.

This place is too hot for a pick - up. They wo n't touch us until we're over the border. We can lift at LZ 49, here.

We're losing the light. Mac, I want a defensive position above this ridge, mined with everything we're got.

Put him in his poncho and liner and carry him back. We'll bury him in the morning.

Expendable assets, Dillon. Seems Langley is never around when you need them.

You still do n't get it, do you Dillon? He took Davis. and now he wants us.

Dillon. This thing does n't care who we are, who she is. We make a stand or there wo n't be anyone left to make that chopper.

He'll be looking for the trip wires. If we're lucky, he wo n't see this.

Get Ramirez on his feet! Take the girl and get the hell out of here!

Large , two room concrete floor , thatched walls and roof . Behind a partially drawn curtain in the kitchen , a naked lightbulb hung from the rafters illuminates a bank of compact FIELD RADIO EQUIPMENT , MAPS and AERIAL PHOTOGRAPHS . Otherwise the rooms are primitive and stand out in stark contrast to this high - tech invasion . Philips and Schaefer enter the room .They cross to the center of the room to a folding table , covered with a large TOPOGRAPHICAL MAP of the Central American highland jungle . Philips leans over the table , circling a set of COORDINATES and a MARK on the open map .Schaefer studies the map . He looks up at Philips .Schaefer looks up , puffing lightly on the cigar .Another puff on the cigar .Philips looks at his watch .Schaefer stubbs out his cigar in an ashtray .Schaefer turns , SEEING the outline of a figure standing in the doorway of the communications room , holding a sheaf of PAPERS . Wearing pressed fatigues , DILLON , mid - thirties , black , walks into the room . Although as rugged looking as the others , his bearing and grooming indicate he 's been away from the business of soldiering for sometime . His quick intelligent eyes reveal his current profession .A grin breaks out across Schaefer 's face .The two men step forward and simultaneous swing from the hip as it to land a punch . but their hands SLAP together in a gesture of friendship , their forearms bulging , testing each other 's strength .They continue the contest , Schaefer has the edge , forcing Dillon 's arm slowly downward .They look into each other 's faces , each remembering something from the past . A moment 's hesitation and they quit the contest . They laugh , Dillon slapping Schaefer on the shoulder .Schaefer looks at Dillon , quietly considering him .Dillon goes to the map .Schaefer considers this .Philips breaks in .Schaefer looks from Philips to Dillon . He still does n't like it .

That piece of work you guys pulled off at the Berlin embassy last week was really something. Blew the entry points on three floors and neutralized the opposition in eight seconds flat. Beautiful.

Those cabinet members are very important to our scope of operations in this part of the world. They're about to get squeezed. We ca n't let that happen. I needed someone who could get the job done, quick and quiet. no screw - ups. I needed the best. The best. So, I pulled a few strings at the State Department. and here we are.

The set - up is simple, Dutch. One day job. We pick up their trail at the chopper, run'em down, grab the hostages and bounce back across the border before anyone knows we were there. You've done it a hundred times. Nothing out of the ordinary.

Not to worry, Dutch. I have n't lost my edge. They've got a head start on us in some real tough country, otherwise, believe me, it's a piece of cake.

Our rendezvous points and radio freqs. are indicated and fixed. AWACS contact on four hour intervals.

No such thing, old buddy. It's a one way ticket. Once we cross that border, we're on our own.

You do n't know how much I missed this, Dutch! Once you get this in your blood, you never get it out!

Probably another rebel patrol. They operate in here all the time.

Uh. I was n't told of any operations in this area. They should n't have been here.

This is beautiful! More than we ever thought. We got the bastards!

Two days. that's all we had. In two days, three hundred of these bastards would have been equipped with all this. After they crossed the border, it would have taken a year to stop them.

That's right, I set you up. You're a veteran at this, Dutch, I had to.

Because I told you, you're the best. I knew you could do it but I could n't get you in here without a cover story.

We've been lookin' for this place for months. The chopper must have gotten close when they got shot down. Hopper was sent in to get my men. He was just doing his job. When he disappeared I had to clean this up, I had to stop there bastards. We were so close, we could n't quit. We could n't sleep through this one. I needed you, Dutch, ca n't you see that?

To invade a foreign country, illegally? You lied, Dillon. Stacked the odds against us. Set us up. You could have gotten us all killed.

You used to be one of us, Dillon, someone I could trust with my life.

We've been through a lot together Dutch. When we were together, no one could stop us, the hottest Goddamned team the army ever saw. But things changed, I woke up. We're fighting them in a dozen Goddamned countries. It's a fight we ca n't lose, Dutch. We're all expendable assets, ca n't you see that?

She's too valuable. She's got to know their whole network. The whole set up. We take her with us.

You're still under orders, Dutch. You want to make the call, or should I?

He's losing his cool. There's nothing out there but a couple of men that we're going to have to take down.

Shit, you trying to tell me Blain and Hawkins were killed by a fucking lizard? Do n't listen to her. Its's a psych - job. Two, maybe three of them, that's all. We keep our cool, out - think them'til we're across the border.

What are you talking about? We'll be out of here in ten minutes.

That rendezvous is ten maybe twelve miles, at most! We're almost home. But the chopper wo n't wait.

I'm tellin' you, this little ` boy scout' stunt is a Godamned waste of time.

We've got to get the hell out of here, now, while we've still got the chance.

Now what, Dutch. You going to send your mystery guest an invitation?

No way, Dutch. I'm going. You get these people and get the hell out of here.

Guess I've picked up some bad habits from you, Dutch. Now do n't argue with me, you know I'm right. Get to that chopper and hold it for us. We'll be along.

Take a position over there. I'll work around towards you. When I flush him, you nail him.

Burst over the top of a ridge . Rising up in silhouette they perform a radical left bank turn and descend rapidly into an adjoining valley , racing over the jungle at treetop level . As the helicopters perform dizzying , high - speed maneuvers through the winding canyon , the PILOT 'S VOICES can be HEARD , coordinating their operations .The helicopters rise in perfect coordination over another ridge and bank sharply into the next valley , leveling out as they go .

Redbird Two, Two. Bearing south, three, five, zero, one o'ckock on the saddle ridge. Over.

Illuminated by the eerie red glow of NIGHT LIGHTS , are SEVEN MEN , dressed in jungle camouflage , soft hats and camouflage face - makeup . They wear no identity badges or insignias . The man are checking their WEAPONS , making last minute adjustments to their GEAR . The compartment reverberates with the NOISE of the THUMPING ROTORS and the ROAR of air from the open doors . BLAIN , weapons and ordinance specialist , a frightening bull of a man , a 240 pound killer , removes from his shirtpocket a think PLUG OF TOBACCO . He looks across at : MAC , a huge bear of a man , black , holding am M - 60 MACHINE GUN . Blain holds out the tobacco to Mac who refuses with a gentle shake of the head , a knowing smile , he knows what 's coming . Holding the plug between his teeth Blain yanks free from his shoulder scabbard a wicked , ten inch COMBAT KNIFE . Placing the razor sharp blade next to his lips he slices through the plug as if it were butter . He chews throughtfully . Seated by the open doorway is RAMIREZ , a slight , angular man , an East L.A. streetwise Chicano . Adding a final piece of camouflage TAPE to his pack HARNESS , he looks up and smiles , faking a throw and the bulleting the tape to : HAWKINS , the radioman and medic , Irish , street - tough , reading a rolled - up magazine , as if he were a rush hour commuter . He snags the tape with an instinctual snap of the wrist , continuing to read for a moment before looking up , grinning at Ramirez , his boyish , eager face belying the rugged professional beneath . He turns his gaze to the man next to him : BILLY , the Kit Carson Scout , an American Indian , proud , stoic , a man of quiet strength and simplicity , carefully replacing the FIRING MECHANISM of his M - 203 , working its action several times . He looks up with a smile at Hawkins .Billy looks back , shaking his head , uncomprehending .Hawkins laughs heartily at his joke .

Major, we stepped into some real shit here. I got a hook - up with aerial surveillance.

Guerrillas swarming like flies all over the place. Ca n't be more then one, maybe two miles away. Place is going down, Major.

Clearing another ridge , the helicopters plunge into a steep descent , turning quickly into a DEEP - WALLED CANYON , the force of the turn accentuated by the changing PITCH of the screaming turbines and the biting of rotors into the air .

The men , suspended in RESTRAINING HARNESSES from the bulkheads , lean forward , nearly upside down in response to the radical maneuver , handling the situation with ease . Blain holds out the tobacco to Ramirez , who swats at the offending object as if it were alive .Grinning , Blain proffers the plug to each man , each one refusing ; they 've done it a thousand times . It 's an old gag but they obviously care for the man in a big way .This brings a chorus of HOOTS and SHOUTS from the others . The helicopter makes another radical turn . Schaefer and Dillon , seated near the cockpit , communicate through HEADSETS , also linked to the pilot . They consult a TOPOGRAPHICAL MAP by RED PENLIGHTS .

. make you a God - damned sexual ty - ran - toe - sore - ass. just like me.

The pilots have each got one round in the head. And whoever hit it stripped the shit out of it.

Same business, guerrillas hauling two guys from the chopper. followed by men with American equipment.

You should put her on a leash, Agent Man. If you ca n't handle her, just say the word.

Couple of sappers been trailing us all the way from the camp, Major. Billy heard them. She set us up, ran for it. They were waiting. I should've wasted the bitch when I had the chance.

Nothing. The same thing. Not a fucking trace. No bodies, blood, anything.

Came in through the trip wires, took it right out from under our noses.

How could anyone get through this, carry Blain out, right under our noses without leavin' a trace?

I know what you mean, Bull, but do n't sweat it, me and ` ol ` painless' here are watchin' the front door.

I hear you bro, this is some shit. Makes Cambodia look like Kansas. Lose your way in here, man, you be in some kinda hurt.

Come on in you fuckers. come on in. ` ol ` painless' is waitin'.

The PILOT and CO - PILOT are surrounded by an array of dimly lit GAUGES and SWITCHES . Before the Co - Pilot is a RADAR SCREEN and an INFRA - RED DISPLAY TERMINAL on which the TWO HELICOPTERS appear as HEAT SOURCES .The Pilot throws a SWITCH on the panel before him

roger Bird Two, Two. Reconfirm insertion at Tango, Charlie, Delta One, zero, niner on the grid at zero, two, two, mark four by zero. Over.

A BLUE LIGHT appears on the forward bulkhead . Schaefer is speaking over a RADIO TELEPHONE . The Co - Pilot turns and hands him a clipboard . Schaefer reads , notes his approval and hands it back .

Flares up into position over the jungle and hovers , as the SUPPORT HELICOPTER holds in a protective position above .

Dillon seems comfortable with the men , showing Ramirez a battered CIGARETTE LIGHTER from a famed commando unit from the past . But his ingratiating demeanor is not impressing Mac , who regards Dillon with the cold suspicion reserved for an outsider . Mac looks up at Blain , his eyes narrowing . Blain 's massive jaws roll as he masticates the chew . He pauses , eyes moving downward , spotting his target . He hocks a thick , vile stream of TOBACCO JUICE directly between Dillon 's legs and onto the floor , a gelatinous skein lacing across the toe of one boot . Dillon looks up , his face goes cold and menacing .Dillon turns back to Ramirez , ignoring Mac and Blain , who continues to stare at him . Mac looks across at Blain , wide grins breaking across their huge faces . Cradled in Blain 's arms , as if it were a part of his body , is a large , CANVAS - COVERED BUNDLE . Blain looks down at his bundle , almost affectionately . The PILOT 's VOICE breaks in over Schaefer 's headset .Looking up , Schaefer gives a hand signal to the nearest man who nods and in return , passes the signal down the line . Ramirez and Blain pick up heavy , METAL CONICAL DEVICES , attached to canvas bags filled with rope .

From the open doors the RAPPELLING LINES hurtle into space , CRASHING through the double canopy of the trees and to the jungle floor below .

The blue light changes to GREEN . Schaefer nods . RAPPELLING DEVICES SNAP into place . Gloved hands grab onto rope . Combat boots move into position .Schaefer signals . Men leap from the chopper .

The man crash through the trees and are swallowed up by the darkness below . The helicopters depart , THUMPING their way into the night .

A light shower passes through the trees . The sky clears , REVEALING a lush and exotic foliage . Birds are beginning to SING but otherwise , all is SILENT . The dense growth seems impenetrable , but from a solid wall of undergrowth , a HAND appears and signals in a downward motion . As if by magic , the assault team materializes , quietly , cautiously . Schaefer makes another gesture and the team moves forward in perfect harmony in POINT - LOCK step , taking their cue from Ramirez , the pointman . Schaefer , highly focused and alert to every sound and movement , follows Ramirez , as if organically connected .

Descending the steep mountain slope , the team encounters an even denser growth of jungle , at times moving by instinct , as they are often visually separated . At one point , Schaefer checks his COMPASS , flashing some hand signals to Ramirez , indicating a new direction . Ramirez nods and moves on , Schaefer signaling to the rest of the men .

Blain , in a defensive position , sweeps the jungle slowly with his MP - 5 . He steps back and turns , checking , revealing in the b.g. the WRECKAGE OF A U.S. ARMY UH - 1H HELICOPTER , hanging upside down , twenty feet above the ground , entangled in vines in the heavy capony , badly damaged , rotors bent , its tail section blown away . A GRAPPLING HOOK is hurled from the ground , CLATTERING into the cargo hold , hooking the edge of the airframe .

Ramirez moves cautiously , searching for trip wires , using his knife to check the edges of the seats and door frames . Grimly he glances at the TWO BODIES slumped over the controls and then exits , snapping into and rappelling down the rope to the ground . He joins Schaefer standing in the f.g. . They look up , watching as Dillon moves through the cockpit , searching through pockets and compartments . Schaefer turns his back to the helicopter .Schaefer studies the clearing , eyes always moving , wary . He turns back , looking at the chopper .Schaefer looks at him quizically .Dillon rappells down the line and approaches .Schaefer taps Ramirez on the shoulder and he moves away . Schaefer turns to Dillon :Bill approaches from the b.g.Schaefer turns to Dillon .Schaefer is obviously concerned about this . He turns to Billy .Billy takes up the trail , disappearing in to the jungle . Ramirez signals , the team moves out .

Major, looks like there were ten, maybe twelve guerrillas. Looks like they took some prisoners from the chopper.

Six others, U.S. issue jungle boots. They came in from the north, then followed the guerrillas.

Strange, Major. There was a firefight. Shooting in all directions.

I do n't believe he did, Sir. I could n't find a single track. Just does n't make sense.

If we follow above the river and then down, here, at this canyon, we might find a way out.

As Billy reconnoiters , Ramirez looks back and gives a sign . Schaefer nods and rappels down cliff . As he joins Ramirez , there seem to be butterflies everywhere -Ramirez seems concerned by this . Schaefer signals him to move on . Before he follows , Schaefer looks around : there 's something dodgy about this . He goes . Over his head is a butterfly on a limb :

As the assault team passes below , a BUTTERFLY lands on what appears to be the BARK of a TREE . It fans its wings and flies on . The impression of the butterfly remains in PERFECT RELIEF , as is imprinted on the bark . The image fades , REVEALING for an instant a gridwork of TINY SCALES on the bark . The bark moves ! Changing colors , like a chameleon , REVEALING for an instant the form of something alive as it flows into the leaves , once again becoming indistinguishable from the surrounding foliage . TWO EYES , faintly flowing yellow , appear in the foliage . They blink , disappearing , and then become VISIBLE again .

SEEN THROUGH HEAT - SEEKING VISION , studying the team 's careful , silent movements at they pass by . The SOUNDS of the FOREST are also ALTERED and ENHANCED with an electric , STATICLIKE quality . The Observer scans over the men . and then focuses on Schaefer as he crouches down , signaling forward and rear with a circular motion . He refers to an OBJECT in his hand , studying it carefully .

Using a MAP in lining out a course on his COMPASS . The other team members appear , silently , clustering around him . Using hand signals , Schaefer indicates a course change .

Watches closely as Schaefer continues with his hand signals , instructing his team .

The hillside of a steep valley , dark and foreboding . Billy passes by and halts , removing his KNIFE . With his other hand he pulls down from overhead a THICK VINE , severing it . A thin stream of WATER emerges which he drinks . Suddenly he stops , letting the water drip to the ground . He quietly releases the vine and brings his M - 203 shotgun to bear , listening intently . Something seems wrong . He brings his eyes upward and stares , hard into the treeline of the opposing hillside . As his eyes strain to penetrate the dense , intertwined canopy , he is engulfed by the rising SOUNDS of the JUNGLE , a cacophony of BUZZING and CLICKING , amplified in the sweltering heat of the day . Unable to locate a source to account for his anxiety , he relaxes , moving on , resuming the track . BILLY -LRB- MINUTES LATER -RRB- examines the ground as he moves , growing confused and puzzled by what he sees before him . He stops , scrutinizing the jungle , probing the world around him with his keen senses . HEARING a faint RUSTLING SOUND he looks up , SEEING a curtain of MOSS several feet away . He takes a cautious step forward , extending his weapon . He reaches forward with his free hand , touching the moss . Behind the curtain a slight shifting of DARK FORMS occurs . He pauses and then with a sudden movement , sweeps the moss aside . A BLACK EXPLOSION of FLUTTERING WINGS as carrion - eating BIRDS rush past Billy 's body . Billy 's face seizes into a mask of horror , his expression descending into a state of complete , primitive shock , his eyes staring transfixed , inches away from the leering death - grin of a HUMAN FACE , upside down , completely stripped of skin . Reeling , his body numbed by the sight before him , he stumbles backwards and stops . Vines threaded through their achilles tendons , the BODIES OF THREE MEN , skinned and gutted , hang suspended in the think , suffocating air , BUZZING with insects . Billy turns away , revulsed as Ramirez moves quietly INTO VIEW , Schaefer directly behind him . Ramirez stares at the bodies , now seen to be in the first stages of deterioration , strips of flesh torn away by the birds and other scavengers . In an almost childlike manner , he crosses himself .Schaefer moves into the clearing , kneeling beside a bloody pile of CLOTHING and ENTRAILS . He examines the clothing and then rises , holding a DOG TAG on a broken chain . He reads the tag , his face growing hardened and bitter as he stares down at the tag , recognizing the name .Schaefer 's eyes move from the bloody dog tag to the bodies .Mac moves forward , withdrawing his COMBAT KNIFE . The blade flashes , cutting the vine as the first body THUDS to the ground . He bends over , picking up other DOG TAGS . Schaefer turns to Dillon .Schaefer walks off . Mac steps out of the clearing , sheathing his knife with a violent gesture , passing Ramirez .Mac moves alongside Blain .Grimly , Blain RIPS apart the velcro closures of the CANVAS BUNDLE slung across his shoulder , REVEALING a truly awesome weapon , a SIX - BARRELED MINI - GUN adapted for field combat .

You're ghostin' on me, mother fokaaa! I do n't care who you are back in the world. You give away our position again and I'll bleed you quiet and leave your fuckin' ass right here.

No. Shithead with his trenchcoat and dee - coda - da ring was makin' enough noise to get us all waxed. I do n't like that guy. Do n't like him at my back. I ai n't winding up like those bastards back there.

We found'em both, dead. And the gear from the chopper. If they're Central American, I'm a fuckin' Chinaman. By the looks of'em, I'd say our cabinet minister and his aide are CIA.

Another thing, Major, we were lucky. couple of those guys we waxed are Russians, military advisors by the look of it. Something big was about to happen here.

Ca n't say, Major. been squirrely all mornin'. fuckin' weird. sometimes I think that nose of his is too good. smells things that ai n't there.

We've got most of the flares, frags. and two claymores just outside. Nothin's comin' close to here without trippin' on somethin'.

. I drew down and fired right at it. Capped - off two hundred rounds and then the Mini - gun ; the full pack. Nothin'. nothin' on this earth could have lived. not at that range.

. a real number ten night. Remember Bro? Only you and me, the only one's out of the whole fuckin' platoon who made it out.

we walked out on top of'em. Not a scratch, not a fuckin' scratch.

No fuckin' chili - choker got to you, Bro. you were just too good.

I promise you this, Bro. whoever he is, I hope he's plannin' to hit us again.

Kneels at the side of the original trail examining the ground . He rises , holding a spent CARTRIDGE . Schaefer approaches , kneeling beside him .Billy looks at him , puzzled .Billy shakes his head .Schaefer ponders a moment . Then , to Billy :

Blain feeds the magazine of BELTED - SHELLS into the weapon , cocking it . He looks up at Mac , his eyes cold , his face taut with anger .Blain hefts the Mini - gun to his hip as Mac draws back slightly on the breech bolt of the M - 60 , letting it snap . They move on , Billy pausing to look at the jungle before disappearing into the foliage .

carefully watching this exchange from high in the treetop canopy . The Observer watches as Schaefer turns and leaves the clearing , cautiously moving into the jungle .

Mac appears suddenly , materializing out of the undergrowth , pausing cautiously , his senses alert , intense , almost nervous . He moves on , his huge body barely making a sound as he weaves through the heavy undergrowth . Dillon appears . As he moves on , he crosses over a fallen TREE . Stepping down , his foot breaks through a rotten portion , a CHUCK of the log breaking free and rolling down the hill . Dillon at once goes into a defensive position , listening . The jungle is SILENT . He stands and starts to move forward . Suddenly Mac appears within inches of Dillon 's face . Mac 's face is menacing , angry .Dillon 's eyes are wide and fixed , staring back in cold hatred at Mac , controlling his rage . he knows the rules . Not waiting for a response , Mac turns and vanished into the jungle . Seething with anger Dillon focuses on a still moving LEAF and STEM , indicating Mac 's exit point . He moves on .

Crouches under heavy foliage , waiting . He is joined by Mac . They glance briefly at each other , scanning in opposite directions for movement and sounds . They speak in whispers .Mac , sweating heavily , wipes the moisture from his brow with his finger . Blain pats the mini - gun affectionately .They do a gentle fist dap and smile warmly at each other . Two men who have seen it all , through a dozen no - win situations , and have lived to tell about it . Mac advances a few meters and signals slowly .

The assault team moving up the hill , barely visible in the heavy foliage , the team moves cautiously into defensive positions . Holding . A moment later they continue up the hill , crawling . On their stomachs , Schaefer and Ramirez clear the edge of the knoll , SEEING below a GUERRILLA VILLAGE , a huge , spreading PALAPA covering implacements dug into a hillside , descending to a winding stream bed below . 30 MEN , dressed in a mixture of jungle fatigues and civilian clothes , armed with AK - 47 ASSAULT RIFLES move about the camp . A heavy MACHINE GUN emplacement guards the entrance to the camp . TWO MEN sit in the camouflaged emplacement . SCHAEFER sweeping the camp with BINOCULARS , SEES a GUARD above the camp . One of the man picks up a hand - held ROCKET LAUNCHER , placing it beside a bandolier of ROCKETS and a RADIO SET and CONSULS taken from the U.S. surveillance helicopter as if preparing to take them away . Schaefer puts down the glasses , looking at Ramirez who nods in acknowledgment . A sudden MUFFLED CRY brings Schaefer 's attention to one end of the camp , where a heavily thatched DOOR covers and opening to the PALAPA . A GUARD stands at the door . The door flies open as a HOSTAGE , shirtless , hands tied behind his back , staggers through the door as if kicked from behind . The man falls to the ground , feebly trying to regain his footing . Although difficult to see from Schaefer 's vantage point , the man 's battered face and welt - covered back indicate he has been severely tortured . Emerging from the palapa , a GUERRILLA LEADER , moustached and wearing a SIDEARM , approaches the beaten man , kicking him viciously in the stomach , rolling him to his side . Kneeling beside the man he withdraws an AUTOMATIC from his holster and cocks the hammer . Grabbing the man by the hair he jams the muzzle into the man 's ear and with a violent twist , pulls the trigger . The guerrilla leader stands and strides quickly back to the palapa , still holding the pistol , closing the door behind him . SCHAEFER grim - faced at having witnesses the murder , lowers him glasses , a look of cold determination on his face . Quickly he and Ramirez ease down the escarpment , joining the other team members . Schaefer makes a circling motion with his thumb and the team members gather in close , huddle formation .

Crawl silently through the underbrush . With nearly impreceptible movements , Blain slips out of the cartridge pack , ditching the Mini - gun . He withdraws his COMBAT KNIFE , placing it between his teeth . They move through the underbrush in tandem , like two bug cats , stalking . Mac freezes , the sweat pouring from his face , holds up his hand as Blain stops . Using a BLADE OF GRASS , Mac points out a metal TRIP WIRE , following it to a hidden CLAYMORE MINE . Blain grins making a switching GESTURE . Carefully Mac detaches the LEAD WIRES . Directing the mine towards the camp , he reattaches the wires , nodding at Blain .

SEEN THROUGH HEAT - SEEKING VISION , FOCUSED ON Blain and Mac , lying in the grass below , their bodies outlined in LUMONOUS AUREOLES . The Observer SEES the NETWORK of TRIP WIRES guarding the approaches to the machine gun nests . The wires GLOW as if ELECTRIFIED , standing out in hard - edged relief in contrast to the jungle foliage . He moves higher into the forest canopy .

On Schaefer 's signal rises up , pulling a SENTRY to him , covering his mouth with his hand , jerking him backwards and to the side , knocking him off balance with a sweeping motion of his left leg , killing him with his COMBAT KNIFE .

Belly crawls silently through the tall grass just outside and above the main entrance to the camp . He stops , studying the ancient , rusted skeleton of a TRUCK parked on a level spot above the camp , its engine quietly IDLING . The truck is jacked and blocked up , one rear wheel attached to a belt - drive leading to a PUMP , drawing water from a river nearby . In the open cab of the truck a GUARD is on duty , watching the high ground above the camp . Schaefer moves out , heading for the guard .

While one Guerrilla attends to his equipment , the OTHER attentively watches the approaches to the camp . He is momentarily distracted by a BUZZING FLY , which he annoyingly swats at with his hand . He hears something to his side . Turning to investigate , the huge , hamhock fist of Mack smashes into his throat . Simultaneously , Blain rises up behind the other man , grabs him by the hair , pulling him down , his COMBAT KNIFE driving downward .

A SATCHEL CHARGE is looped over the gearshift lever , resting on the floorboard . Schaefer , lying low across the seat of the truck , turns and looks , SEEING the guard , lying in a heap in the foliage .

Moves into position to the side and above the camp . He carefully checks the readiness of his SIX - SHOT GRENADE LAUNCHER , also setting his MP - 5 in front of him , ready for action .

Crouched to the side of the truck , watches the camp , SEEING below through the dense undergrowth , Ramirez , barely visible , signaling . Before him are two FRAGMENTATION GRENADES . He looks at his watch , and then up the hill to : DILLON AND HAWKINS their weapons ready . Dillon picks up his binoculars , focusing on the machine gun emplacement , seeing a MAN , his face covered by a HAT . The head rises , REVEALING the face of Blain , who looks above the camp and slightly nods . Putting his glasses down , motions to Hawkins .Hawkins grins back . Together they slip through the grass , downward towards the edge of the camp . OUT

Holds his huge , COMMANDO MACHETE on a diagonal , pushing through the belt , slicing it cleanly . Turning he crawls silently to the rear of the truck , positioning himself behind the rear of the one ton truck . He squats , and with an enormous , concentrated effort , deadlifts the rear of the truck , its rusted springs and frame beginning to CREAK and GROAN slightly . With a herculean effort he lifts the truck free of its blocks and then pushes forward . He rolls aside , disappearing into the ground cover as the truck , its tireless rims digging into the earth , lops down the hill , slowly picking up speed .

A Guerrilla , alerted by the SOUND of the approaching truck , looks up at the hillside , SEEING the vehicle still moving down the hill at a moderate roll . He CALLS OUT and several Guerrilla leaves their posts , moving out to prepare to stop the truck . The truck rolls into the clearing picking up speed , heading towards the main palapa . The men rush forward , surrounding the truck , trying to slow it down , but the truck rolls , SMASHING through the front wall of the palapa . The men gather around truck and then look back up the hill .

Watching as Schaefer pulls the pin and launches the GRENADE into the air , the Observer following its arc as it spirals dead - center into the camp , bouncing twice before rolling into the FUEL DUMP . which a moment later , EXPLODES into an incredible FIREBALL . The expanding FIREBALL released from the explosion is to the Observer like an erupting sun , momentarily blinding him .

The truck is BLOWN up into the air by the explosion . a moment later the satchel charge DETONATES with an ear - splitting EXPLOSION , tearing the truck apart .

Schaefer races down the hillside , joined by Dillon , leaving Hawkins to cover them . Bullets burst around their feet as they run low , firing short bursts to his left and right . He FIRES the undermounted GRENADE LAUNCHER , sending a round into a gun position in the trees . Still running he breaks open the breach , slamming in another 40mm ROUND from the cartridge pack at his waist . Blain and Mac fire the heavy machine guns , laying down a withering curtain of lead , shredding the camp , taking out five Guerrillas at once .

A MAN almost completely ON FIRE is hit by an onslaught of GUNFIRE , ripping him back into the jungle . Ramirez cuts loose a barrage from the SIX - SHOOTER . seconds later the MACHINE GUN IMPLACEMENT erupts in a series of EXPLOSIONS , blowing two Guerrillas into the air . At the HILLSIDE HUT , two Guerrillas move into position by the window , drawing down on Schaefer as he appears , racing down the hill . As they are about to open fire , Dillon appears , YELLING OUT a warning .Schaefer dives , hitting the ground as Dillon OPENS FIRE taking out the Guerrillas . Schaefer rolls to his feet , spins , firing the 203 grenade launcher , completely destroying the hut .

As the Observer regains its vision an eerie , surreal experience of sight and sound unfolds : BULLETS streak through the air , leaving blood - red trails of HEAT , like laser blasts . As they impact into the Guerillas , we HEAR the enhanced SLAPPING of BULLETS , SEEING tiny blossoms of HEAT mushroom out of their bodies . We HEAR the horrific , deformed CRIES and SCREAMS of the dying men . Another searing , blinding EXPLOSION sends pieces of SHRAPNEL ripping through the air , some of them ROARING past the Observer 's position , like tiny meteors .

at the entrance way to the main palapa , a Guerrilla stands in the doorway , giving COVER FIRE to his comrades as they fall back inside . Jumping from the roof of the adjoining palapa , Billy drops directly in front of the Guerrilla . From the side , unseen by Billy , another Guerrilla thrusts out with a knife , Billy ducking backwards , the tip of the knife SLASHING his face . With a lightning move , Billy whips his arm up and around the Guerrilla , locking his elbow , breaking the joint . Still holding the man he FIRES , blowing the other Guerrilla off his feet with the SHOTGUN portion of his weapon . He looks at the Guerrilla out of the corner of his eye . He suddenly strikes , breaking his neck , dropping him in a heap . Billy continues on , racing down the stairs , firing the M - 203 . Meanwhile , Blain is crouched next to a tree , providing cover . Behind Blain , at the edge of the camp , circling around from below , TWO GUERRILLAS appear and FIRE a grenade round which EXPLODES behind Blain , fragments ripping into the tree next to which Blain is standing , bark and dirt flying as shrapnel rips into his vest , one piece tearing into his upper shoulder . The hits have no effect on the huge man and with a savage GROWL , he spins , opening fire , raking the two attackers with the Mini - gun . Nearby , Mac charges from the jungle on a dead run , diving over a fallen tree as machine gun FIRE rakes the ground around him . Blain , spotting the sniper high in a tree , opens FIRE with the MINI - GUN , shredding the tree , sending the Guerrilla crashing down through the roof of the palapa .

The sniper CRASHES through the roof , landing on the floor near Hawkins and Ramirez who do a quick double take before opening fire on a group of fleeing Guerrillas , taking out two , giving chase to the others . Schaefer and Dillon appear at the top of the staircase , Schaefer freezing as he SEES below a Guerrilla raising an AK - 47 , preparing to fire . Schaefer tackles Dillon , the two men hurling into the air , a moment later BULLETS ripping into the CRATES behind where they were standing . Dillon rises up , kicking over a crate , shooting the Guerrilla who is trying to bring the gun around to fire at him . Schaefer crouches , covering the upper entrances to the palapa , as Ramirez rushes past , joining Schaefer . From the corner of his eye , Schaefer catches a movement . With a whipping , backhanded throw , he lets fly his COMMANDO MACHETE . The machete impales the attacking Guerrilla , driving him backwards , pinning him to a post .Schaefer and Ramirez run towards the lower levels , side by side , firing as they go . They reach a door , Schaefer taking out an ATTACKING Guerrilla . Ramirez grabs the side of the door , shoots a look to Schaefer and throws it open . With Schaefer covering him , Ramirez takes a quick peak inside and then rushes into the room .

At one end is a STAIRWAY , leading to an escape door . A Guerrilla , seen from the waist up , scrambles down the stairs . At the base of the stairs , a Guerrilla , holding an AK - 47 on his hip , turns and starts to fire . Schaefer and Ramirez respond with full AUTO BURSTS which rip into the Guerrilla , spinning him around , knocking over a crude WOODEN TABLE , scattering a BRIEFCASE with burning PAPERS , FOOD CANS , and LIQUOR BOTTLES . As he spins he FIRES the weapon , an arcing line of SLUGS slamming into the tin roof , sending down a shower of rust and dirt . He falls to the ground . Dead . Ramirez charges through the DUST and thick SMOKE to cover the fallen men ; Schaefer following close behind , jerking a new CLIP from his ammo belt . Suddenly , another Guerrilla erupts from behind some ammunition crates , drawing down on Ramirez with a machine pistol .As the Guerrilla fires , Schaefer smashes the butt of his empty weapon into the Guerrilla 's shoulder , knocking the gun aside , the SLUGS thudding into the wall harmlessly . He hits the Guerrilla with a vicious glancing blow to the head with the barrel of his weapon . The Guerrilla is hurled backward , crashing into the wooden crates and to the floor . Ramirez , recovering quickly , descends the stairs with catlike agility , disappearing . Schaefer crouches and spins , jamming a new clip into the rifle , scanning the palapa for any other movement . He races to the main door of the room , shouting into the palapa . He SEES Blain charging down the steps . Catching his attention he signals him on , out the back to cover Ramirez .As Blain runs down the stairs , Hawkins already has the radio off his back , setting up the portable SATELLITE DISH ANTENNA .

Ramirez , Blain and Billy race down the back stairs of the palapa , FIRING Mini - gun , automatic and grenade rounds at the escaping GUERRILLAS as they flee the area , splashing , charging across the shallow river . The guerrillas are history . in no uncertain terms .

For the first time , Schaefer studies the interior of the cavernous palapa , SEEING the enormous stockpile of WEAPONS , EQUIPMENT and SUPPLIES stacked along the walls , obviously a major military stronghold hidden deep within the mountains . Mac hustles up to Schaefer , a look of urgency on his face .Schaefer looks at Mac a moment , a flush of anger beginning to show .Schaefer goes back into the room , looking down at the unconscious guerrilla , racking a round into the chamber , reloading his weapon . He kneels , staring into the FACE of a WOMAN , ANNA , dark , late twenties . Despite her blood and dirt - smeared face , she is beautiful .He checks her pulse and then slowly he bends to pick up her PISTOL , ejecting the clip . He stands , beginning to shuffle through the PAPERS scattered about the room . Staring at one he looks up , the pieces falling together .

Ramirez , at a crouch , runs through the jungle , following the obvious signs of the Guerrilla 's retreat . He emerges from the trees into an opening , leading to a sheer rock cliff , towering fifty feet above the ground . Scanning the wall , he SEES movement and quickly takes cover , as automatic FIRE rips up the ground before him .

Near the center of which a narrow cut , two feet wide , leads to the top of the cliff , giving access to the adjoining ridge . Two Guerrillas scramble up through the chimney , assisted by a ROPE , which with withdraw as they reach the top . Ramirez takes out one man , the other taking cover , returning fire .

Blain joins Ramirez , behind cover at the foot of the cliff . As they take cover , Ramirez notices the wound on Blain 's shoulder .Blain looks briefly at the wound .On a signal , they both clear cover and fire LONG BURSTS from their weapons up the cliff . The smoke is hardly cleared when they are answered by withering FIRE . They duck down as a grenade EXPLODES nearby . Ramirez quickly replaces the 40MM rounds into the SIX - SHOOTER .Ramirez immediately rolls into the line of fire , BLASTING six RAPID - FIRE shots on a HIGH - ARC trajectory towards the rocks . Blain reacts .Blain dives against the protective cover of the rock wall , covering his head . Ramirez casually hops across , squatting next to Blain . They make eye - contact .Before Blain can answer , Ramirez puts his fingers into his ears and grimaces just as . The entire hillside EXPLODES , blowing the Guerrillas into the air , a torrent of vegetation and earth raining down the cliff , obscuring Blain and Ramirez .

Schaefer is staring out the window , his weapon slack in one arm , still holding the paper . Dillon enters , obviously excited about what he has found . He sees the papers on the floor . He reads through them quickly , growing even more excited .Schaefer turns , striding slowly to Dillon , handing him the paper he is holding .Dillon reads it .Schaefer moves in close to Dillon , face to face , anger flaring in his eyes .Schaefer takes the paper from Dillon 's hands .He stuffs the crumpled paper into Dillon 's shirt pocket . Anna , regaining consciousness , GROANS , a heavy flow of blood running down her face from her head wound . Hawkins appears at the door .Schaefer turns away from Dillon and steps through the doorway into the palapa as Anna moans again , MUMBLING something in Spanish . Dillon kneels , beside her .

Schaefer is talking to Hawkins who has the field radio set on a crate just outside the door .Schaefer touches him on the shoulder .He starts to walk away .Schaefer turns . Dillon is at the doorway , supporting the still groggy Anna .Dillon grabs the handset from Hawkin 's radio , shoving it at Schaefer .Schaefer looks at the handset . Then at Dillon , he knows Dillon 's won . He starts to walk away but stops , turning back , pointing a finger at Dillon .

Schaefer and Billy are kneeling on the ground near the trailhead , studying a MAP . In the b.g. , the team , hidden , covers the hillside approaches to the camp , nervous and wary , weapons ready .Billy shakes his head , following the CONTOUR LINES of the rugged terrain .Schaefer turns to Ramirez , kneeling close by .He turns and looks at Dillon , Anna as his side , her forehead bandaged , her hands bound in front of her . He turns back to the others .Blain moves out , swinging the Mini - gun in front of him as he goes .

Watching as Dillon leads ANNA onward , SEEING her bound hands . Dillon pushes her .

Spins , hurling a string of insults to Dillon in SPANISH .She spits at him , turning forward with a twist of her head . Dillon picks up his back , shouldering it . As they move on , Mac calls out to him .Dillon does n't respond .Dillon turns and approaches , warily , holding the girl .MAc unsheathes his knife . He gives Dillon a cold look and turns him by the shoulders . Crawling across the PACK on Dillon 's back is a huge SCORPION . Mac skeweres the scorpion with the tip of his blade , holding it before the wincing Dillon . Anna smirks , nodding to the writhing , stinging insect .Dillon looks at Mac .Mac flings the scorpion to the ground , crushing it with his boot . He looks up at Dillon , walks away . Dillon follows , pulling Anna behind him . Billy , guarding the rear , glances furtively around the clearing . He moves a step forward and stops , freezing . Slowly he turns back , his eyes riveted upon the treeline above the camp . His eyes strain , his senses registering a fear he can not name or see . Something is out there , in the trees , waiting , watching . Billy turns and walks into the jungle , pausing one last time to look behind him before he too disappears from sight . The jungle GROWS SILENT .

There is something else. When the big man was killed, you must have wounded it.

- like a butcher. The old ones in the village cross themselves and whisper crazy things. ` Demonio, cazador de trofoes. Only the hottest times of the hottest years.' Crazy things. This year is grows hot. And we begin finding our men. We find them sometimes without their skin. Sometimes. much, much worse. Cazador de trofoes. means the demon who takes trophies.

LOOKING DOWN from his vantage point TO the treeline below , terraces like stepping stones , FOCUSING ON a TREE , fifty feet away . The Observer utters a LOW TRILL and springs outward into space , hurtling downward towards his landing point , the canopy of the trees approaching in a staccato rush of green . The SOUNDS of the FOREST are again altered and enhanced with an electric , STATIC - LIKE quality as the Observer descends fluidly through the trees and to the ground . He enters the camp , surveying the terrible destruction and carnage . He SEES the dead Guerrillas , the dissipating heat from their bodies leaving them pale and GHOST - LIKE , as if fading light about to extinguish . He sees their weapons , the cold hard steel of the barrels registering ICE BLUE in his vision .

As it appears , pulsing in a pale magenta heat , low to the ground , holding his weapon . He lays down the weapon , picking up the SCORPION , turning it slowly in his fingers , examining it . It looks like an exotic flower , its color fading from sight , turning to BLACK . A low SOUND is uttered , something vaguely familiar about it : A NEARLY HUMAN VOICE , a distorted imitation of Mac .Again the phrase is uttered , improving , closer to Mac 's inflection and accent .The Hunter lowers the pitch .The last effort is a chilling simulation of Mac 's voice .

Drops the scorpion and picks up the weapon which changes instantly back to the Observer 's skin tones .

He turns and focuses on the area where the team left camp . He crouches and springs to the lower branches of a tree , grasping them with his clawed , three - fingered hands , pulling himself up and through the branches with astounding speed and simian - like dexterity ; his spurred prehensile feet , grasping and thrusting him to a vantage point , fifty feet above the ground . As he moves on , the jungle grows suddenly QUIET , as if aware , sensing that the HUNTER is now stalking , no longer observing !

The twilight world of a PREHISTORIC FOREST , filled with gigantic plants and towering trees , overgrown with vines and creepers . The team , with Billy at point , walk alongside a wandering STREAM BED , weirdly illuminated by SHAFTS OF LIGHT , streaming through openings in the trees , as if from spotlights , a hundred feet above . It is midday , hot and humid , the air BUZZING with the sounds of insects , the CRYING of birds and monkeys . The men are moving fast and quiet , straining to see into the dense jungle , aware of every sound , sweating , quietly slapping at biting insects .

Lies across their path . As the man climb over a rotten section , Mac stops to assist Blain with his Mini - gun .Blain nods and pauses to rest , looking around him as Mac withdraws a small silver POCKET FLASK . He takes a nip , passing the flask to Blain who also takes a sip .Blain hands back the flask , Mac replacing it inside his vest . They do their hand dap , looking warily behind them before they move on .

Have fallen behind , Dillon looking worriedly ahead at the them out distancing them . Anna is keeping her pace purposefully slow . She trips on a root falling to the ground . She lies there , motionless . He quickly reaches down to haul her to her feet .Like an uncoiled spring , Anna turns , flinging a handful of DIRT into his face , momentarily blinding him . She lunges for his rifle with her bound hands . Suddenly the BARREL of an MP - 5 is thrust into her face . Looking up she SEES Ramirez , calmly holding the weapon on her , the look in his eyes indicating he 'd hove no trouble shooting her .She looks back at Dillon , wiping the dirt from his eyes . She moves on . Ramirez gives him a cold look as Dillon hurries past .Dillon moves on , ignoring Ramirez , who turns , scanning the jungle behind him before moving on . Dillon catches up with Anna , turning her sharply by the chin .She looks at him contemptuously , undaunted . She will try it again . She breaks away from his grasp and moves on , Dillon watching her go , he wo n't hesitate next time .

As he travels , directly overhead , timing his movement with those of the team . He moves lower , closer to the slowly moving humans .

The team moves cautiously through the winding stream bed , now wearing their clothing in various stages of disarray for comfort , sweat dripping from their bodies . Billy , in the lead , picks his way along the riverbank , his concentration rapt , aboriginal . His face a trancelike mask of expectation . Blain , cradling the heavy Mini - gun as if it were a toy , swings the weapon relentlessly across his field of view . He pauses to adjust the hanging , belted loop of cartridges trailing from the back pack magazine . An INSECT lands on his face and is trapped in the grease paint near his lips . He draws the hapless bug into his mouth with his tongue and quietly spits it out , his concentration unbroken . Mac follows , holding the M - 60 high across his chest . Schaefer , bent , cautious , his feet moving aside the dry leaves on the ground , heel to toe and on foot edges . He glances around , checking the team 's position and progress . Hawkins follows , his mouth open , breathing deeply , exhausted , the radio a 60 pound demon . Anna , struggling to climb a section of the stream bank , slips on some loose dirt . Unable to assist herself with her hands tied , she nearly falls . Dillon prods her with his rifle , forcing her to her feet . She scrambles up the bank , Dillon following .

As Billy enters a small clearing , bordered on one side by the towering trees , carpeting the mountainside . High above in the thick , impenetrable treeline , brightly colored birds SQUAWK loudly , chasing each other from branch to branch . Suddenly Billy stops . Schaefer holds up his hand and the team freezes in position . An eerie SILENCE , like a slowly falling curtain , descends over the jungle until even the BUZZING and CLICKING of insects have CEASED .

Sensing an ambush , move quietly into the foliage . Dillon moves into the undergrowth , dragging Anna with him . He slings his MP - 5 over his shoulder , withdrawing his KNIFE . Grasping Anna by her shirt collar and pushing her to the ground he holds the weapon near her throat . Dillon signals to Ramirez who approaches . Dillon hands Ramirez the knife .Before Ramirez can respond , Dillon slips into the undergrowth . Ramirez holds the knife on Anna , cautiously scanning around him for movement . Unseen by Ramirez , Anna 's outstretched hands slowly tighten around a stout ROOT - BURL , lying loose on the ground .

He remains frozen and transfixed , staring into the treeline . Something is moving , fluid , silently and downward , into the forest . Billy remains rooted to the spot , lost in concentration . SCHAEFER sensing something very wrong with Billy , moves alongside Mac .Schaefer signals for Mac to cover him and then moves low and quiet towards Billy . Dillon appears , looking to Mac for an explanation . Mac ignores him , concentrating on the jungle . Dillon looks forward at . Billy , his eyes riveted to the capony above , as he unconsciously reaches to his throat , grasping a LEATHER POUCH , secured to his neck by a thong . He fingers the MEDICINE BAG talisman .

As he slowly descends through the trees , moving towards Billy , who 's eyes search the treeline for movement . BACK TO SCENE/SCHAEFER approaches Billy , gripping his shoulders and in a hoarse whisper , speaks his name .Billy , rigid , does not respond . Schaefer forcefully jerks his around to face him .

Still closing in on Billy . Billy turns back , looking high into the trees , puzzled and frightened . He 's lost sense of the Hunter 's presence . He lowers his vision , looking towards the Hunter , now on the ground , 30 yards across the clearing from Billy . The Hunter pauses . BACK TO SCENE/BILLY AND SCHAEFERSchaefer stares hard at the jungle .

Moves behind a broad fern , skirting around Billy and Schaefer , heading away from the column . BACK TO SCENE/BILLY AND SCHAEFER Schaefer shakes his head , continuing to stare into the jungle . He turns to Billy .Billy turns , a puzzled look in his eyes . He nods in agreement .

Sensing the danger has passed , Ramirez releases his grip on Anna . As they start to rise , Ramirez sheaths his knife and unslings his MP - 5 . Anna still stares hard into the jungle . Suddenly , without even looking , Anna with the trained reflexes of an experienced fighter swings the BURL with all her might , catching Ramirez hard on the side of the head , just above the eye , opening a wicked gash . Spinning around she knees him brutally in the groin . As Ramirez goes down , doubled over in pain , Anna turns , scrambling up the embankment , running for the jungle . Ramirez CRIES out .

HEARING Ramirez ' cry , Schaefer signals to Hawkins to move . Hawkins moves out , fast , heading towards the sound .

SEES Anna running away . He gives chase . Anna , although bound , is light and fit and runs fast , hurdling fallen logs and branches , charging through the undergrowth . SHe has a good start . Hawkins , hampered by the radio and weapon but in tremendous shape , thunders after her , closing the distance .

As he passes from behind a large tree , surrounded by dense foliage , SEEING the fleeing Anna . He watches her and then begins to move parallel with her , only faster , the green of the jungle rushing by in a blur .

Anna , bursting through a grove of ferns , drives on , breathing hard with the exertion . Hawkins , ten yards behind , closing the distance , taking advantage of any hesitation Anna makes , struggling with the dense jungle . Anna hits a small clearing , an alleyway through the trees . She sprints hard across the clear ground .

Moving through the jungle . As he steps clear of the foliage he SEES Anna driving hard into the alleyway , running directly towards him . Twenty yards away , Hawkins , closes in . BACK TO SCENE/HAWKINS Only a few feet behind Anna , lunges forward , knocking her to the ground . In a second he 's on her , his weapon ready . She struggles to her feet , fighting , gasping for breath . Hawkins holds the MP - 5 on her , looking at her , almost pleading . He does n't want to shoot her , but he will if he has to .She looks at the weapon , to Hawkins and then , hopefully , to the jungle . She stops , staring hard down the alleyway . Something . suddenly she sees it !Hawkins spins .

SEEING the MOTTLED OUTLINE of the Hunter 's body , racing towards them , as if the entire wall of the jungle were rushing in . The Hunter 's WEAPON flares to life .

As he hurtles towards them , their faces frozen in surprise . BACK TO SCENE/ANNA AND HAWKINS A splitting THUD as Hawkins is hurtled backwards into the undergrowth , the Hunter 's hand and WEAPON flashing through the air . BLOOD splashes on Anna 's face . She SCREAMS as Hawkins ' MP - 5 FIRES a short BURST into the air .

HEARING the GUNFIRE , Schaefer WHISTLES low and sharp . Ramirez , face bloody , swings into action , moving in a coordinated defensive/offensive pattern into the jungle . HAWKINS/BACK TO SCENE The Hunter 's ARM and SPUR hook into Hawkins ' leg , and he is dragged into the jungle .

Ramirez runs forward ten paces , drops to a crouch , scanning to each side . Immediately Schaefer runs forward twenty paces . As he passes Ramirez , Ramirez turns and scans the rear and flanks . Dillon , Mac and Blain repeat the maneuver , leap - frogging forward , canvassing the jungle , providing areas of intersection cover .

Entering the alleyway where Hawkins was killed he SEES Anna , cowering in the bushes , her blood splattered face glazed with terror , his eyes vacant . He approaches , angry , wary , but the girl is so stunned . He SEES the trail of BLOOD and CRUSHED GRASSES leading into the jungle . He gives a LOW WHISTLE and then moves on , the rest of the team assuming defensive positions around the clearing . He follows the trail , finding first Hawkins ' blood - covered weapon , and then , a few yards later , the radio . Ramirez cautiously parts the brush before him . A look of puzzlement and then revulsion comes of his face .

Blain and Mac at either end , cautiously searching the jungle ; Billy covering their flanks . Schaefer and Dillon approach Anna . She seems unaware of their presence , staring numbly ahead . Schaefer checks her out , looking for wounds , he wipes some of the blood from her face .Ramirez emerges from the jungle carrying Hawkins ' MP - 5 and radio . He approaches , dumping the equipment on the ground .

Dillon in the b.g. , as Ramirez parts the brush with his weapon . Before them , covered with dirt and leaves , are Hawkins ' ENTRAILS . There is no body .

The entire team is gathered , still holding defensive positions . Anna , still stunned , is beginning to come around . She looks up at Schaefer . He turns to Ramirez .Ramirez drops to one knee and talks softly to her in SPANISH . She mutters incoherently in Spanish , still dazed , shaking her head . Dillon listens closely to her response . Ramirez turns to Schaefer . He seems confused .Schaefer , looking at Hawkins ' bloodstained equipment lying at Anna 's feet , looks up .Ramirez and Dillon look at the equipment and then to the girl , still numb with shock .The two veteran commandos look at each other , finding no explanation between them .They move out . Schaefer moves into the jungle , searching . He crouches at the base of a huge MAHOGANY TREE , covered with vines , studying the jungle . He moves away from the tree and into the forest , looking for signs on the ground . Where he was sitting , a DROP OF BLOOD falls . Another drop falls , dripping from a leaf and above that , from another leaf . Above that , high in the top of the tree , SUSPENDED from vines from his ankles , is HAWKINS ' BODY , his chest a gaping wound . He hands there as if he were an animal , field dressed .

Crouched in the undergrowth . There is a movement in the brush before him . He wipes the sweat from his eyes and clicks his safety on the Mini - gun to fire . The SOUND is growing closer . Blain levels the weapon . A smile crosses his face .The movement in the brush is GROWING LOUDER . Blain 's finger moves closer to the trigger . Suddenly a small TAPIR bursts through the leaves , startling Blain . He relaxes momentarily as he watches the animal scurrying from sight . He stands . SOMETHING grazes his shoulder , a gout of BLOOD erupting . He starts to turn , the Mini - gun held low , ready to fire . from out of the jungle , 75 feet away , the Hunter 's WEAPON streaks toward him like a missile . He SCREAMS as it enters his back , erupting from his chest in an EXPLOSION of BLOOD .

Has heard Blain 's cry . He moves fast through the brush . He HEARS a RUSTLING in the bushes . A wet SUCKING SOUND . Mac charges into the clearing . In the instant before the Hunter disappears into the forest , Mac SEES a vision so brief and fantastic that it seems like a hallucination . The Hunter 's EYES flare momentarily from the green before they vanish . Mac sees his friend , lying on the ground , his chest open , the powerful man , dead .He OPENS FIRE with his M - 203 , belted shells slamming into the weapon from the magazine at his waist , expending it in one LONG BURST .

Flying through the jungle , weapons ready , eyes searching for movement .

He throws down the weapon and with a cry of rage , lunges forward , grabbing the Mini - gun . As he stands , the CARTRIDGE BELT , attached to Blain , strings out between them . He opens FIRE and the foliage before him EXPLODES with the fury of the terrible weapon . Mac sweeps the Mini - gun from left to right , like a man possessed , mowing down the jungle . The other team members race INTO SIGHT and begin firing with Mac . Ramirez opens FIRE with the SIX - SHOOTER grenade launcher . EXPLOSIONS rock the jungle .

Moving . A piece of SHRAPNEL cuts his shoulder . A splash of ORANGE BLOOD spatters across the LEAVES of a nearby tree , bullet holes ripping through the surrounding foliage . BACK TO SCENE/MAC More FIRING . Mac , his weapon expended , continues to thrust the Mini - gun forward , still squeezing the trigger . Suddenly , as quickly as it started , THE FIRING STOPS . The men move catlike into the jungle , reloading , searching , their nerves taut , stretched to the limit , ready to fire again at any second . Mac is frozen , eyes wide , unblinking , his breath coming in rapid gasps as he stares into the jungle , still squeezing the trigger of the weapon , its breech locked open , GUNSMOKE wafting from the chamber and barrel . Schaefer moves in front of Mac , still staring into the jungle . Dillon pushes Anna into the clearing , moving towards the body . Anna looks at the body and then up to Mac . Schaefer sees a terrifying moment of recognition flash in her eyes as she continues to stare at Mac . He turns to Mac .At these words , Anna reacts in shock , drawing a slight breath . Schaefer turns , sees her staring at Mac . He turns back .Schaefer turns back to see Anna , staring fixidly at Mac , watching his lips . Schaefer turns quickly to Blain 's body and kneels alongside Dillon . SCHAEFER is at Blain 's side , shocked at the sight of the mutilated body . He is joined by Dillon .Schaefer stands , looking at the body . In the b.g. Anna drifts away from the group .Mac stares ahead , dumbly , not hearing . He grabs Mac by his shoulders , shaking him violently back to awareness .Mac turn to face Schaefer , a shocked expression on his face .Mac is suddenly angry and frustrated , he has no explanation .Ramirez runs from the jungle , breathing hard , shaking his head .Mac stands . Instinctively the team has now grouped around Schaefer , their weapons pointing into the jungle , ready , their nerves on total edge . Schaefer looks upward at the darkening sky .Man is again the hardened professional .Schaefer looks down at Blain 's body . He turns to Ramirez and Billy .ANNA as they leave approaches the brush , her attention focused on something clinging to the leaves , well off to the side of where Mac saw the Hunter . She draws closer , reaching out , hesitant , as if drawn magnetically to the leaves .

Clinging to the leaves , thick , viscous , pale - orange , almost like the sap of an exotic plant . Her fingers hover above it , hesitantly , and then touch it . ANNA examines the blood , transfixed . Dillon appears at her shoulder , startling her . He motions for her to return . She turns , wiping the blood onto her pants leg .

The team is dug into the foxholes in a dense grove of trees , a solid wall to their backs . The men are barely visible they blend in so well . Nearby , Mac is stringing a TRIP WIRE , low to the ground , covering it with leaves and grass . He moves into camp and reports to Schaefer .Mac starts to go but Schaefer places his hand on his shoulder .Mac turns and walks through the camp , stopping beside a DARK OBJECT on the ground . He kneels beside the PONCHO pulling back the zipper REVEALING Blain 's face , looking peaceful in death , as if lying in state . Mac removes something from his pocket , holding it in his hand , studying it . DETAIL OF OBJECT IN MAC 'S HAND The small WHISKEY FLASH , the chrome rubbed away in places REVEALING the brass beneath and a MEDALLION depicting the 101 1ST AIRBORNE DIVISION . MAC takes a tiny sip from the flask . He replaces the cap and lifts the flap of Blain 's shirt pocket , placing the flask inside . He lingers on the face and then closes the zipper .ANNA is huddles into a foxhole , her hands still tied in front of her . She looks down at her pants leg . The Hunter 's BLOODSTAIN glows with a faint luminosity . She places her fingers near the stain .

A momentary HUSH falls over the symphony of night sounds . Anna and Billy turn towards the trees with a growing look of wariness . The others , setting up the RADIO , show no response .

The Hunter 's foot steps on the upper leg of the corpse , the PREHENSILE SPUR digging deep , pinioning the body to the ground . The Hunter 's HAND extends , his FINGERS puncturing the skin at the base of the spine , gripping the vertebrae . With otherworldly strength the arm pulls , the entire SPINAL COLUMN ripping free from the body , a sickly SNAPPING and POPPING of cartilage separating from bone and tissue .

Ramirez is tuning in the compact FIELD RADIO , equipped with a CRYPTO - PHONE device . Dillon holds the handset .A CRACKLE of STATIC over the radio .He puts down the phone , turning to the group , huddled together in a tight circle , Ramirez and Billy facing outward in defensive positions , Anna , silent , watching . Schaefer is look at him .Dillon glares back . Schaefer leaves , lost in thought . Ramirez looks up at the impenetrable canopy .Dillon turns to Mac .Mac is still obviously feeling the anger and bitterness of the mystifying event .Dillon ponders this for a moment , staring hard at Mac . Mac gets up .Mac departs . Dillon watches Mac as he creeps forward to the sentry position . He turns to Ramirez .Ramirez turns to Anna . They talk quietly in Spanish , Dillon watching , listening carefully . Ramirez turns back to Dillon .Ramirez looks up at Billy who continues to stare into the jungle , aware , catlike , reacting to every sound , his nerves on edge , as if ready to snap . Ramirez rises , moves alongside his friend , Dillon watching closely .Billy turns , his face a mask of primal fear . He moves close to Ramirez .Ramirez is frightened by this .Billy looks deep into his eyes , chilling Ramirez to the bone , looking at his with eyes which have seen on an instinctual level what the others have so far only begun to sense .Billy turns away , moving a short distance away , taking up his position . Dillon looks after him and then into the blackness of the jungle canopy . Dillon speaks to Ramirez .Despite his words , there is an edge of doubt in his voice . Schaefer returns . He 's overheard this exchange . He 's holding the group of DOG TAGS taken from Davis ' men . He holds them up for Dillon to see .

Red Fox, I say again. Your request for extraction denied. Your area still compromised. Proceed to Sector 3000 for prisoner extraction, Priority Alpha. Next contact at 1030 hours.

CLOSE ON an oval CHAMBER made of an otherworldly looking metal with a strange copperlike patina , its interior bathed in INTENSE BLUE LIGHT . In the chamber is Hawkins ' SKULL CAP and SPINAL COLUMN still attached . The light field suddenly changes as all connective tissue , flesh and blood and drawn away from the bony structures with incredible force , disintegrating as they rush toward the sides of the chamber . The light changes in frequency to a dull glow as the Hunter 's hands remove the GLAZED , POLISHED trophy from the chamber . He turns , carefully placing it upon a GLOWING SURFACE . He touches the trophy gently , feeling its texture , as a man might touch the hide of a big cat . He pulls his hand away and instantly an opaque FORCE FIELD covers the trophies .

Hunched down in a foxhole , the Mini - gun on a tripod before him . It 's nearly a FULL MOON , the jungle a montage of SHADOWS AND REFLECTIONS . Mac stares into the night , his eyes always moving .His eyes probe the darkness , remembering .He ponders this a moment .

A FORCE FIELD that permeates the jungle , becoming one with the trees and foliage . The Hunter walks down a CORRIDOR of SOLID LIGHT , leading to an opening to the jungle . As the Hunter reaches the doorway he changes from visible to invisible , moving on into the night .

The mist has thickened , the night alive with a million JUNGLE SOUNDS . The team members sleep uneasily , if at all . Mac , although weary , stares hard into the night , waiting , each small sound a potential enemy . A LULL spreads over the jungle , animals and insects QUIETING . Mac tightens his grip on the Mini - gun . Billy awakens , peering into the night . Nothing . Suddenly , a metallic CLICK , a POP , the SOUND of a warning flare rocketing into the canopy . A moment later a brilliant FLASH as the flare burns , illuminating the camp . An echoing eerie SCREAM fills the night as a DARK SHAPE in the mist rockets through the undergrowth towards Mac . Mac spins , hauling the heavy gun around , just as something crashes into his upper body , driving the huge man into the foxhole . A desperate battle for life ensues , illuminated with the strobing light of the descending flare . Mac 's enraged SHOUTS and ROARS mingled with horrific SCREAMS fill the night . Mac 's razor - edged KNIFE slashes in the light ; BLOOD spatters his face as he attacks fiercely . Schaefer and Ramirez rush at a crouching run towards the foxhole , their weapons ready . A tremendous climatic SCREAM from the foxhole AND THEN , SILENCE . Schaefer and Ramirez approach , cautiously . Mac stands , his face and clothes drenched in blood , some of it his , his breath coming in rapid gasps . He looks at Schaefer , whispering hoarsely .As the flare breaks through the canopy , dying out in great flickering bursts , the man stare down into the foxhole . A huge , jungle BOAR lies mutilated in a pool of blood , still quivering in the final throes of death . The flare dies out . Mac , shaking from adrenalin , breathing heavily , looks down at the dying animal .Schaefer shines his TEKNA - LIGHT onto the boar , playing the light along its massive hulk , its razor edges tusks gleaming in the light . Ramirez appears by his side , looking down at the huge carcass .Nearby , unnoticed by the men , Anna stoops , her hands still bound , picking up an MP - 5 from the ground . She turns , looking for an avenue of escape , running for the jungle . But the forest looks foreboding and sinister . She stops , staring at the jungle , the moonlight reflected off leaves like a thousand eyes . For a brief second she imagines she can see the Hunter 's eyes , crashing towards her , the shifting patterns of light and dark making the jungle seem to strobe , like it is about to rush in at her . She freezes , paralyzed by fear , by her memories of the attack . She drops the MP - 5 to the ground . Back at the foxhole , Schaefer and Ramirez help the still shaken Mac from the hole . Schaefer looks at Mac , at the huge gash across his chest .Suddenly he remembers , Anna .They all turn , ready to move and then stop . Coming forth from the shadows Anna appears , still frightened , seeking the security of the soldiers . From the darkness nearby , Billy 's VOICE in a hoarse WHISPER .Schaefer turns , apprehensive , something in Billy 's voice . He walks over to Billy , standing with a FLASHLIGHT pointing to the ground . They see Blain 's BODY BAG slashed open , covered in blood . Ramirez appears .Anna appears between Schaefer and Ramirez , staring down at the empty , blood - soaked body bag . She looks up , into Schaefer 's eyes .

A patchy GROUND FOG covers the area . Anna , in her foxhole , awakens , LISTENING to the rising SOUNDS of the jungle . MONKEYS begin to forage , their noisy CHATTERING and SCREECHING filling the air . A BIRD flutters back to its nest ; a CHAMELEON emerges onto a leaf , directly above Anna 's head . Anna carefully extends her arm , allowing the lizard to crawl onto her , watching , fascinated as it changes colors . She carefully places the chameleon back on the leaf , which changes color again , becoming nearly invisible . Near the empty PONCHO , Schaefer , Billy and Ramirez are examining the ground and the trip wire to the flare . Billy stands , turns to Schaefer .Schaefer kneels and examines the thin , well hidden WIRE . He stands , looking around the camp .Schaefer looks at him .Schaefer turns and looks at Billy , asking with his eyes for a viable explanation .Schaefer stares at him , the words sinking in . He looks up , reconstructing in his mind the possible events of last night , his eyes following the tree line , tracing the path of the intruder as he might have travelled through the trees and down to the ground . He looks up at Billy .Billy and Ramirez stare up at the trees , a wave of fear passing through them . from the trees . Schaefer turns , moving to where Dillon is guarding Anna , sitting on the ground . Reaching down , Schaefer pulls her firmly to her feet , looking at her intensely .She stares back at him .She looks at him a long moment , and then answers in English .Dillon does a double take . Schaefer continues to look at Anna . He was n't surprised : he knew it yesterday .Ignoring him , Schaefer takes her hands , drawing his COMMANDO KNIFE , looking squarely into her eyes .She looks back into his eyes .She nods . With a sudden movement he slices through her bonds .Schaefer turns to face him .Dillon stares back , not wanting to hear what he already knows to be true . Anna touches Schaefer 's arm .She touches her pant leg , the stain is faded but still there . Schaefer turns to Dillon .

Anna at the base of the rocks scans the jungle with binoculars watching the tree line . Mac moves past her , uncoiling a trip wire linking up four CLAYMORE mines hidden at various points with leaves and foliage . In a tree at the edge of the clearing , Billy tosses an uncoiling roll of wire to Ramirez who attaches it to a GRENADE , wedged it the crouch of a tree . Wires attached to GRENADES and CLAYMORE MINES lead off through the underbrush and trees leaving a long , unmined corridor leading from the camp and into the jungle . At the corridor 's end , where the rocks merge with the jungle , Schaefer hauls down on a HEAVY VINE , straining with every ounce of strength , his muscles bulging , while Dillon takes up the slack of the vine around the base of a tree . The vine is attached to a forty foot SAPLING , arcing closer to the ground in a gigantic bow with every pull , CREAKING and GROANING with tension . With a last mighty heave , Schaefer draws the tree almost within reach , gesturing to Dillon to tie it off , who does .Ignoring him , Schaefer rapidly drags into position a NET crudely woven of differing sizes of vines , their LEAVES still attached . He carefully begins to cover the net with leaves and debris . Dillon watches him in growing frustration as Schaefer moves quickly , picking up a FRAMEWORK of STICKS he has tied together , a TREADLE - SPRING TRIGGER . He holds up the framework , hurriedly examining his work before placing it on the ground .Schaefer turns , there is a touch of fear in Dillon 's eyes .Schaefer returns to his work on the net and trigger .

Morning passes . Fog lifts as the sun creeps into the jungle . Insects swarm and are fed upon by BIRDS and other predators . At the entranceway to the rock outcropping , the net and trigger are hidden beneath the leaves , the framework of the trigger bulging with tension from the straining vine attached to the bent tree . At the other end of the corridor , several meters above the jungle floor , Schaefer and his team , heavily camouflaged , nearly invisible , lie hidden , waiting . The team members , as if hypnotized by the BUZZING din , stare into the jungle , fixated , alert . ANNA while waiting at the net :SLOW RACK TO Schaefer 's face . Ashen . HOLD . Suddenly an EERIE SILENCE moves over the jungle : He whips his face forward . The silence is SHATTERED by a bird flapping from the brush . Schaefer sits back and scratches his head , frustrated and a little chagrined .Schaefer glares at him . Turns to go - He stands and begins to move low to the ground toward the waiting snare . Behind him , sighting down their well - hidden gun barrels , the others scan the jungle , alert for the slightest sound or movement , covering him . Schaefer reaches the trap , carefully skirting the trigger hidden beneath the leaves . He reaches the end of the corridor , moving out into the jungle . He moves further away from the others , the silence crushing down on him . He stops and waits , sweat pouring down his face , his finger tightening on the trigger of his M - 203 , eyes scanning the jungle . He turns his back on the jungle , waiting . Nothing . He moves back towards the corridor , reaching the net , again waiting , listening , sensing . Nothing . He turns around , looking at the jungle one last time , his face measuring defeat and then , with carefully , measured strides , he walks back to the camp . Schaefer looks at Billy who shakes his head in puzzlement . Nearby , Dillon starts to rise .Suddenly , behind Schaefer at the end of the corridor , with a resounding SWISH and SNAP , the NET explodes off the floor of the jungle in a hail of leaves and sticks , rocketing upward into the treetops . Schaefer spins , the others leaping to their feet as they SEE the net as it tears into the treetops , a large struggling bulge trapped within as a long , unearthly TRILLING SCREAM ECHOES through the jungle . Schaefer and the others charge from the rocks towards the jungle and the bobbing net , their weapons ready . Anna remains behind , watching terrified from the rocks . They arrive under the net , raising their weapons to fire . but before they can fire the entire net EXPLODES into a flurry of leaves , twigs , vines , dirt and a FLASH of PULSATING CRIMSON .

As the Hunter leaps from the net his WEAPON activates , his arm slashing out , severing a THICK LIMB of the spreading tree capony , entangled in vines .

The limb CRASHES down from the trees , Schaefer , Dillon , Billy and Mac Diving for safety . But Ramirez , following the Hunter 's leap , SEES too late the pendular movement of the severed limb and is struck a THUDDING blow in the ribs , which lifts him off his feet , hurling him backwards like a rag doll , his shirt torn open , exposing a BLOODY WOUND . As Anna runs to Ramirez 's side the others , still stunned , look upward , frozen in shock SEEING : THE HUNTER , clinging to a side of a tree , flushed bright crimson . Dillis is dumbfounded , like the others , rooted to the ground staring upward .The Hunter utters an unearthly SNARL and HISS from his open mouth as an instant later his camouflage resumes and he vanishes from sight . a rapid , furtive movement through the trees . Mac OPENS FIRE with the M - 60 , the others joining in , shredding the foliage , but they know the creature is gone . With a SHOUT , Mac races into the jungle , in pursuit of the Hunter .Schaefer hurriedly ejects the spent clip from the M - 203 , slamming in a new one . He shouts an order to Billy .He turns to run after Mac . Dillon steps in front of him , putting his hand on Schaefer 's chest .Dillon stares at him .Dillon turns and begins to move out .Dillon turns . Picking up the spare MP - 5 , Schaefer tosses the weapon to Dillon , who grabs it with one hand . They share a look , knowing this is farewell .Hefting both weapons at the hip he runs into the jungle after Mac . Schaefer watches him leave . He breaks and goes to Ramirez , attended by Anna and Billy , who is now sitting up , holding his ribs and gasping for breath .Schaefer lifts him to his feet , supporting him .

Creeping low to the ground , his eyes searching through the trees .

Moving through the underbrush HEARS a slight RUSTLING in the foliage . Mac ? He strains to locate the source of the movement . He HEARS A SOUND , too faint at first it identify . He listens . Silence . He hears is again , the SOUND of a VOICE , barely audible . A VERY QUIET WHISPER .Dillon locates the direction of the voice and moves towards it .Dillon moves a few feet into the undergrowth . He carefully parts the thick leaves and vines and enters a tiny opening . He looks around , seeing nothing .Suddenly a HAND appears and covers Dillon 's mouth . Dillon gasps as Mac pulls him down to where he is hiding .Something seems to MOVE in the direction Mac is pointing .Dillon points to an OUTCROPPING OF ROCKS , covered with VINES .Dillon silently disappears into the jungle , Mac watching him go . Mac makes his way toward the rock outcropping , working his way between the rocks and the vines . He takes up a position and scans the jungle before him . DILLON moving quietly , his face intense , determined . He stops and listens . MAC/ROCK OUTCROPPING straining to hear VAGUE SOUNDS coming from the jungle . He reaches out and grabs a VINE and carefully pulls himself forward into a better position . BACK TO SCENE/DILLON moving , searching . He goes into a crouch . MAC/ROCK OUTCROPPING There is MOVEMENT in the undergrowth . He begins to sweat . He moves the safety to fire ; reaches out and grabs another vine to pull himself forward . Mac reacts in shock . The vine is alive ! Before he can move , the Hunter 's HAND appears from the vines , grabbing Mac by the wrist . In the moment before he is killed , Mac turns and SEES the Hunter 's glowing EYES . A FLASH as the Hunter 's other hand , moves with blinding speed , Mac 's face contorting in pain as the Hunter 's razor - sharp SPUR rips deep into his throat . He falls forward into the leaves . DILLON He HEARS the faint disturbance in the leaves . He pauses , turning in Mac 's direction , listening . Hearing no further sound he relaxes , moving on .

Anna in the lead , followed by Schaefer carrying Ramirez on his back . Billy , carrying the RADIO is covering them from above , as they skitter and slide down the loose gravel of a rocky slope , leading to a river crossing .

He stalks through a narrow corridor of tangled vines and moss , leading to the rock outcropping on the other side , his face alert , showing no signs of fear , his weapon ready .

Through the thick tangle of undergrowth , there is MOVEMENT , a slight , undulating distortion , drifting through the hanging vegetation , as if cast by a passing shadow . DILLON as he stops and crouches slightly , listing behind him . Did he hear something ? He moves on .

Behind Dillon and to the side of the corridor . The Hunter syncopates him movements precisely with those of Dillon . Dillon stops . The Hunter freezes in position . BACK TO SCENE/DILLON He does sense something behind him . He crouches and spins , leveling the weapon . The corridor behind him is empty , quiet and undisturbed . He studies the trail intently .

Peering out through the vines . Dillon is looking directly at him . Dillon turns , moves on , as the Hunter resumes his stalk , timing his movements perfectly with those of Dillon . BACK TO SCENE/DILLON as he approaches the rock outcropping . He signals . Receiving no response he moves closer , turning cautiously to right and left .He moves closer to the rocks , eyes probing . Through a gap in the rocks he SEES Mac 's face , staring up at him , eyes frozen wide in death . Dillon spins hard . He stares at the solid wall of undergrowth . He looks from one side of the corridor to the other . Something it out there . Where ? Something in the vines has caught his attention . He stares hard at a section of moss .

Suddenly the right combination of light and shadow prevail and Dillon SEES in an instant , the Hunter 's EYES materialize and then disappear . BACK TO SCENE/DILLON With a growl and exhalation of breath , charges , bringing the weapon to bear . A short BURST OF GUNFIRE erupts from the barrel .

In an indiscernible blue of camouflage releases his weapon . DILLON SCREAMS , his arm instantly severed halfway between his shoulder and elbow . The weapon drops to the ground , the forearm still attached , still FIRING . With his left hand he FIRES the second weapon SHOUTING INSANELY as swings it towards the blurred image of his unseen attacker , hitting nothing . The Hunter reloads his WEAPON which turns INVISIBLE again . Dillon continues to fire . The Hunter 's weapon appears from below , cutting into Dillon 's unprotected abdomen , which , as if hit by a samurai sword , bursts open . Dillon CRIES OUT as the huge man hits the ground .

spanning the narrow gorge , Schaefer and Anna with Ramirez between them , move onto the log , preparing to cross . They stop , HEARING Dillon 's GUNFIRE .

Moving through the jungle with incredible speed , leaping , tearing from tree to tree , the jungle a rush of HEAT TRAILS as he charges on .

The jungle is still deathly SILENT . Schaefer , Anna and Ramirez cross the log , moving onto the other side . Billy , still at the foot of the log , providing cover , turns to face the jungle . He lifts his head towards the trees , feeling the onrushing presence of the Hunter . He shrugs off the radio letting it fall , smashing into the rocks below . He casts away his weapon . Staring forward he reaches into his cargo pocket , withdrawing a small GREASE - PAINT TIN . Covering his finger in BLACK PAINT he applies dark slashes under his eyes and again , vertically down his cheeks . Taking another dap of paint he makes a SYMBOL on his bare skin , over his heart . He drops the tin , withdrawing his COMBAT KNIFE . Holding the knife he grasps the MEDICINE BAG around his neck , yanking it free with a quick snap . He wraps the leather thong around his hand and knife , binding the weapon and bag together . Staring outward , as if in a trance , he begins a low CHANT . On the other side , Schaefer carrying Ramirez on his back , laboring up the steep slope , nearing the top , turns and SEES Billy standing , waiting at the foot of the bridge .But Billy stands at the foot of the bridge , knife raised , waiting , accepting his oncoming destiny .In frustration , Schaefer hikes Ramirez higher onto his back , digs in and sprints to the top of the hill , Anna waiting at the top . OUT

Over the top , in a low depression , Schaefer props Ramirez against some rocks , reaching for his weapon . They HEAR Billy 's echoing SCREAM . Instantly their weapons are raised , cocked and ready .Schaefer sweeps Anna behind him as Ramirez struggles to his feet . Together they back up , covering the ridgeline over which they 've just come . Suddenly , from one side , near Ramirez , the Hunter bursts from the jungle , Ramirez , seeing the Hunter , spins raising his weapons to fire . Ramirez SEES the Hunter 's onrushing face , still in camouflage , a montage of organic textures and colors , his yellow eyes burning . Whipping the MP - 5 is the direction of the Hunter he is hurled backwards from the impact of the Hunter 's weapon , his neck gushing BLOOD , the MP - 5 flying through the air , landing in front of Anna . She moves for the weapon . The Hunter , with unearthly speed , turns towards Anna , as Schaefer starts to spin , SEEING the Hunter about to strike as Anna dives for the weapon . Schaefer lunges kicking the MP - 5 out of Anna 's reach .Schaefer spins and FIRES , bullets THUDDING into the ground , the barrel arcing towards the Hunter as Anna stumbles to her feet running into the jungle . In a blur the Hunter spins back , hurling his weapon at Schaefer which slices through the wooden stock of the rifle , SPARKS FLYING as it severs the trigger guard and steel breech . The M - 203 flies out of Schaefer 's hands as the Hunter 's weapon cuts deeply into his left shoulder , laying open the flesh . The M - 203 hits the ground , where it lies broken in half , useless . Schaefer hits the ground and is rolling , up and running for his life , the Hunter charging after him . SCHAEFER crashes headlong through the jungle . He leaps a fallen log , stumbles , struggles to his feet , running on pure adrenalin , his shoulder pulsing blood , his eyes filled with terror . Behind him he can hear the Hunter in pursuit , closing . Schaefer spins to look behind him , a wild desperate look on his face ; he turns back , ducks an overhanging limb and lunges on .

Closing rapidly . another few yard . BACK TO SCENE/SCHAEFER runs like a madman , the SOUND of the Hunter 's FOOTSTEPS close behind . He 's losing ground . He knows he 's going to die . Schaefer SHOUTS . Suddenly the ground before him COLLAPSES and he disappears from sight .

In a shower of leaves , flailing arms and legs , Schaefer crashes through the trees at the canyon 's edge , free falling into space . With a sickening IMPACT , he hits the branches of the first trees lining the canyon and falls , a hundred feet , through one canopy after another , desperately grabbing for limbs and branched to break his fall . He hits the bottom branches of the list line of trees , impacting crosschest on a large BRANCH , knocking his wind out . Semi - conscious , he hangs momentarily before he slides off , fingers digging into the bark , falling another ten feet into the swiftly moving river .

Weighted down by his boots and clothing , Schaefer struggles to stay afloat . Gasping for air he ducks underwater , untying one of his boots . He surfaces , fills his lungs and dives again , releasing the other boot . He surfaces , strips off his shirt and pants and begins to swim towards shore , stroking with one arm .

As he nears the edge of the precipice from which Schaefer has fallen . The Hunter in close pursuit does not hesitate but LAUNCHES himself off the cliff in a spectacular LEAP , streaking downward towards the tops of the trees that grow out from the canyon wall . The Hunter tears through the canopy of the first tree , the branches and leaves rushing past in a KALEIDOSCOPIC BLUR . The Hunter bounds off of one branch after another , moving through the trees as an expert skier might negotiate a series of downhill gates . The Hunter leaps free of one tree , bounds across twenty feet of open space to a large branch of a huge tree , affording a good view of the river below . From his vantage point , looking down at the windening , slowing expanse of river , Schaefer is nowhere to be seen .

He is swept into a still FASTER CURRENT and is carried helplessly downstream . Boiling WHITEWATER appears . Out of control he is swept through a series of rapids , pulling his further and further downstream until he is finally ducked into the undertow and hurled over the top of a six foot falls , driven deep underwater by the pounding force of the water .

There is no sign of Schaefer . Precious seconds pass . Slowly , looking like a drowned rat , he surfaces , taking a feeble breath . He is nearly finished , his energy sapped . But the water is calm and a few strokes are enough to carry him near the shore . His feet hit bottom . He tries to stand but pitches headfirst into the thick MUD SLURRY at the river bank . With his last ounce of strength , he crawls , panting and gasping into a sheltered mud OVERHANG , collapsing beside the exposed ROOT - SYSTEM OF A DEAD TREE , his body completely covered in thick , gray MUD . Nearly unconscious , he raises his head and looks to the opposite side of the river , scanning the bank . There is no sign of the Hunter . He collapses in relief . He 's escaped . Suddenly , the Hunter impacts the water , throwing up a huge SPLASH . He stands up in the waist deep water . As the water streams off of his body , the chameleon effect rapidly changes , struggling to match the shifting color patterns of the shimmering water . His glaring yellow orbs stare directly at the spot where Schaefer lies helplessly trapped . The Hunter surges forward , relentlessly closing in on this prey . SCHAEFER is frozen in terror , paralyzed with fear , his eyes locked ontothe incredible creature that is about to kill him .

Closing rapidly , another ten feet . He leaves the water and walks through the mud , stopping , towering over Schaefer .

As the Hunter 's feet surge though the mud and stop , three feet away .

Realizing his life is about to end , closes his eyes , awaiting the Hunter 's killing blow .

He 's looking directly at Schaefer , EXCEPT HE CA N'T SEE HIM . He can clearly see the EXPOSED ROOT - SYSTEM , but because of the heavy mud blocking Schaefer 's body heat , Schaefer registers in the Hunter 's vision as merely an indistinct lump of clay , unrecognizable to the Hunter as a human being . He scans the bank , searching , looking for heat sources . Detecting none he moves on sounding a questioning TRILL several times . BACK TO SCENE/SCHAEFER disbelieving that he 's still alive , opens one eye , SEEING the Hunter 's feet move away , his prehensile spurs dragging in the mud . He rounds a bend and disappears , heading for the undergrowth . Astonished , he tries to raise up on his hands but a sudden jabbing pain in his shoulder causes him to collapse , falling onto his side , unconscious in the mud .

As a HUEY ATTACK HELICOPTER breaks over the top of the ridge , diving forward , moving down the canyon . The chopper flares up into a holding pattern . In the open doorway , a SOLDIER searches the top of the canyon with binoculars . Seeing no sign of life , the chopper flies on , disappearing down the canyon rim . BACK TO SCENE/SCHAEFER lies unconscious in the mud , the distant SOUND of the helicopter THRUMPING into the distance .

She runs into a clearing , stopping momentarily , gasping for breath . She is startled by a sudden movement behind her . She spins , looking . There is nothing there . She runs on .

Schaefer GASPS as his eyes bolt open in fear . As if the Hunter were still attacking , Schaefer rolls to his feet and runs , slogging through the THICK MUD , stumbling , lunging forward , gasping for breath . Schaefer spins and staggers backwards into a shallow POOL , scuttling , crablike into the chest deep water . Schaefer backs into the moss - covered wall by the waterfall , looking for movement , regaining his senses . As the water settles , he looks down , SEEING the image of himself , reflected in the pool ; his hair and face covered in THICK CLAY . He stares , mesmerized at the image . He lifts his arm from the water , his fingers wiping the MUD from his face , exposing a PATCH of SKIN . He studies the mud in his hand and then looks at the image of himself in the water , SEEING the exposed skin . HE stares at it , a wave of realization rushing through his mind . He places the mud back on his face , again looking at his image .He looks up , out into the failing light , at the treeline of the deepening forest , realizing that fate has given him a fighting chance . Slowly a look of vengeance and hatred crosses over his face .

Using his MACHETE he carves MAGNESIUM SHAVINGS from a fire block into a pile of KINDLING . He removes a match from the hollow handle of the machete , also containing a coil of PIANO WIRE , GREEN TAPE and MEDICAL SUPPLIES . He lights the shavings which burn with a brilliant white light . Schaefer shelters the fire with a banana leaf until the flame dies down . He feeds the fire with more kindling , fanning it with a leaf . SCHAEFER - BOW AND ARROW MONTAGE - NIGHT -LRB- LATER -RRB- Holding a three foot section of FIRE - HARDENED sapling between his feet and shoulder , he scrapes the char from the seasoned wood with his machete . He bends the bow and attaches a long piece of PIANO WIRE to one end , carefully wrapping it for strength , using strips of green tape to cover the sides of the wire where the nock of the arrow will fit . He attaches split quilled FEATHERS with fishing line to an ARROW , its tip fashioned into a series of barbs , rubbing them to a polished hardness against a smooth stone . When finished he places the arrow on the ground next to three other identical arrows .

Schaefer is pounding a peeled root between two stones . He pauses to drool saliva into the pulpy mass . He scrapes the milky substance onto a BANANA LEAF , mixing it with a sticky SAP , holding it over the coals until the mixture steams . Schaefer coats the arrow tips with the sticky poison , holding them over the coals until the sap bubbles and smokes . He spins the arrows in his hands , blowing on the tips to cool and harden the mixture . Using the tip of his machete , he pries open the casing of one of the 40MM grenades , discarding the warhead . He dumps the PROPELLANT POWDER from the shell onto a leaf , mixing that with a mound of MAGNESIUM SHAVINGS . He opens the narrow , tight roll of GAUZE taken from the first aid kit of the machete handle , fluffing it into a large , loose BUNDLE , the size of a baseball . He pours the powder - mixture into the gauze , mixing it into the fabric . He transfers the ball of explosive ladened gauze to a pliable DRY LEAF , closing it into a bundle , binding it at the top with a long strand of jungle - grass . He twists the remaining gauze around a MATCH , leaving the head exposed , forming a self - striking FUSE . He coats the fuse with SAP and then thickly covers it with more powder from the 40MM grenade . He pokes the fuse down into the leaf . Taking a long strand of JUNGLE GRASS he makes a large loop , tying it onto the grenade , slipping the loop and grenade over his head . Finally , using several sections of BAMBOO of differing diameters , he fashions a crude , anti - personnel SPEAR - BOMB , a BANG - STICK like weapon , using the sharpened TONGUE from his belt buckle for a FIRING PIN and a 40MM GRENADE from his belt pouch as an explosive charge .

Schaefer appears , he has covered him entire body with a variety of CLAYS and OCHERS , creating a mottled , EARTHEN CAMOUFLAGE pattern . Holding his weapons in one hand , he moves up the canyon , ascending into a rising boulder field .

Where the river flows into a series of falls and pools , surrounded by massive boulders and table top rocks , their crevices jammed with large amounts of DRIFTWOOD swept down at high water from the forests above . On a flattened section of rock , Schaefer drags a large section of BRANCHES INTO VIEW , adding it to a growing mound of FIREWOOD . He kneels , tending to a pile of DRIES GRASS , LEAVES and other tinder . Using the last of his precious matches , he sets fire to the tinder , gently coaxing the tiny blaze into a slowly consumming FIRE , flames starting to lick upward through the dry wood . He stands , staring into the rapidly growing blaze . He turns , facing the canyon rim , raising his weapons in one hand . From the depths of his soul , a SOUND emerges ; primitive and visceral , as if from an animal in pain . He throws back his head and SHOUTS .

A hundred feet below , Schaefer stands in the boulder field , his mud coated body bathed in RED FIRELIGHT , looking like a fierce , primitive warrior ; a timeless , prehistoric sight , his long and WAILING CRY , ECHOING endlessly through the canyon .

Backlit by the LIGHT of the open door , the Hunter 's head , in three - quarter profile , his eyes gleaming , rears INTO VIEW , looking up at the sky , HEARING Schaefer 's cry . Responding with a low HISS , he turns back , raising in one hand his weapon , in the other a U - shaped SHARPENING DEVICE . As he passes the weapon through the device , it FLASHES into life , a deep , HARMONIC HUM emitted as the blade grows with energy , growing hotter , hotter and HOTTER with each stroke . He draws the blade now WHITE - HOT through the device for the last stroke . He lifts it , testing its balance , the WHITE - HOT blade illuminating his alien face . OUT

Emerging from his camp , the Hunter swings into the nearby tree line , moving to the uppermost branches . The Hunter travels silently from tree to tree , arriving at the canyon rim where far below he SEES in the canyon , the BONFIRE , a leaping , shifting , multi - colored collage of HEAT WAVES and FLARES , luring him onward . SCHAEFER hidden back within the deep notch of several large LOGS and broken trees , in the river canyon . Below him , on the rock plateau , is the bonfire , illuminating in SHIFTING PATTERNS of LIGHT , the awaiting arena of destiny . His eyes shift , trancelike , moving from side to side , watching the approaches to the fire below . His senses are alert ; his nerves on a wire edge .

His SHADOW - FORM descending through the canyon , a rippling movement of grays and blacks , passing through the shifting light patterns on the rocks , cast by the growing bonfire below .

His eyes probe the canyon , drawn to the swirling patterns of HEAT given off by the gaseous COMBUSTION of the bonfire .

Continues on , moving silently down through the canyon . SCHAEFER sits motionless , nearly invisible in his mud camouflage amid the darkness of the logs . Suddenly , over the CRACKLING of the FIRE , the BUZZING , CLICKING of INSECTS , and the CROAKING of FROGS , suddenly CEASES . Slowly , painfully he draws the bow to full arch , his wounded shoulder trembling , the BLOOD beginning to seep through the bandage . The bow straining at full draw , Schaefer stares intently , concentrating , searching for the Hunter 's form in the dancing light below .

Like a giant insect , drops from above , fifteen feet above Schaefer , his steel - like spurs digging deep into the log .

He freezes at the sound of the Hunter dropping , his eyes wide with fear . The slightest movement will bring an instant attack from the Hunter behind him . But to wait , his back exposed .

Jumps from the log above and to Schaefer 's left , onto a boulder , gaining a better vantage point of the arena and fire below . He raises his weapon , his EYES glistening in the dim light , searching . A quiet HISS emerges from his mouth .

Flies into the night , lodging into a BRANCH of an exposed tree , just missing the Hunter 's head . In a blur , the Hunter 's arm streaks downward , a dull flash of light leaving his fingers as he fires the weapon , the projectile STREAKING downward , EXPLODING into the log , inches from Schaefer , sending a SHOWER of wood chips and bark , flying in every direction . SCHAEFER in a flash , is up and running , clutching his weapons , leaping from boulder to boulder . He jumps down into the lighted area below , landing hard , rolling into the protective shadows of the rocks , putting the loping fire between he and the Hunter 's position on the rocks above . He moves forward , darting to look backwards before leaping off the lip of the table rock into the boulder field below , a flat plane littered by weirdly shaped , water - erroded rocks , forming a giant stone AMPITHEATER . Shadows leap and dance across the boulders , cast by the bonfire from the plateau above . Schaefer crouches between two large boulders , quietly breathing through clenched teeth , feeling the pain of his now freely bleeding shoulder wound .

A nightmarish silhouette appearing for an instant on the rim of the plateau above .

Over the SOUNDS of the FIRE and the softly flowing RIVER , distinguishes a NEW SOUND , one that brings fear and a savage determination to his heart : the rhythmical CLICK - SCRAPE , CLICK - SCRAPE of the Hunter 's feet , moving over the rocks , somewhere above him . Drawing back on the bow , Schaefer moves around the boulder to his left , heading towards the sound of the Hunter . OUT

REVEALED in flashes of strobing light , pauses at the juncture of several towering rocks . He stands , erect , tilting his head slowly , turning it from side to side , his ears trying to orientate to the diversity of SOUNDS reflecting off the circular walls , enclosing the boulder field .

His vision , accustomed to another spectrum , has little available heat to register vivid images of the inert , lifeless forms of the stones . He SEES instead , a world of soft , ill - defined shapes in a pale MAGENTA field of flickering heat .

Creeping forward , carefully placing one foot in front of the other , suddenly stops , hearing the CLICK - SCRAPE , CLICK - SCRAPE , now on his right . Starting to move in this new direction , he stops again , HEARING the sound now directly across from him . Listening , he hears the sound again from yet another direction , the sound ECHOING in the natural ampitheater of rock . Schaefer , uncertain of where to turn , waits . Suddenly he crouches and freezes , HEARING the unbelievable SOUND of a HUMAN VOICE , softly echoing through the ampitheater .Schaefer spins , his breath catching at the sound of Anna 's voice . Wide - eyed , straining , he waits , hearing only the muted FLOWING of water , the HISSING and POPPING of the dying fire above , the shadows growing longer , darker with each minute . And then again , Anna 's VOICE .Tracelike he moves towards the sound . THE HUNTER his head canted , throat distended , utters another mimicry . SCHAEFER moving towards the space between two boulders from which the VOICE seems to emanate .THE HUNTER his ears now directed towards the SOUND of Schaefer 's voice , his slowly approaching FOOTSTEPS , raises his weapon . SCHAEFER pauses before the opening of the passageway . All is silent . He hesitates to enter . Listeneing . He starts to move and then hears a NEW VOICE :Schaefer , horrified at the sound of the dead man 's voice , backs quickly into the space between a boulder and the high rock wall of the ampitheater .

His feet moving quietly over the rock , the shadow - light deepening with the dying fire above , closing in .

Bow drawn , trapped against the rock , HEARING the sound of the Hunter approaching from the left , now the right , is helpless , not knowing where to fire , the Hunter 's deadly strike only an instant away . Still holding the bang - stick in his bow hand , he carefully releases the draw on the string , reaching to his neck for the FLASH - GRENADE . With painstaking care he removes the grenade from his neck . Focusing on the rocks before him and the still approaching SOUND , he reaches down with the grenade , gripping with his fingertips the matchhead fuse , placing it against the rocks at his side . With a sudden jerk of his hand he strikes and throws the grenade , snatching up the bang - stick with his good hand . The matchhead SPUTTERS as the grenade flies through the air , an instant later a blinding , WHITE FLASH of light illuminates the ampitheater . In that instant Schaefer SEES above him and to his left , the HUNTER , poised on top of a rock , his weapon raised , about to strike ! Momentarily blinded by the flash of light , the Hunter 's head recoils to the side . Darkness swallows the image of the Hunter , but in that second , Schaefer seizes his advantage , hurling the bang - stick spear . OUT

It smashes into the boulder at the Hunter 's feet . The Hunter leaps as the grenade DETONATES , shrapnel tearing into his body . With a terrifying SCREAM of pain and anger , the Hunter clutches frantically at the WOUNDS in his neck and chest . Another bloodcurdling SCREAM OF RAGE and the Hunter is gone .

Cascades over the rocks , fed by a small stream running through the ravine . A pile of BOULDERS breaks the falls , filling the area with an everconstant MIST . Schaefer appears , holding the bow and arrow , following the LUMINOUS BLOOD TRAIL of the Hunter over the rock . Moving behind the falls , Schaefer 's body is briefly soaked by the water , the hardened and CAMOUFLAGE beginning to dissolve , running off his body . He continues on , slowly , cautiously following the blood trail .

Next to the flowing stream , surrounded by an open area of rock . Schaefer , smeared with blood and sweat , his clay and ochre camouflage partially washed away , climbs up a log onto the boulder . Oblivious to the searing pain in his shoulder , he breathes in hot , powerful exchanges , his eyes wide and glowing with vengeance .His bow down , Schaefer follows the blood trail across the rock , edging alongside a huge vertical boulder . The blood trail stops . He takes another step forward , past a darkened ALCOVE . Schaefer spins , SEEING in the alcove the SURPRISED Hunter whirl and spring towards him . Schaefer in a bound closes the distance , savagely kicking the Hunter 's arm . The WEAPON flies from the Hunter 's hand CLATTERING to the rock . Before he can recover , Schaefer follows with a karate kick to the chest , hurling the Hunter to the ground , his back exposed . In a flash , Schaefer is standing over the Hunter , the bow drawn , poised , the blood from his open wound dripping onto the Hunter 's back . The Hunter slowly rolls onto his back , REVEALING his face , his eyes bleached white in shock from the loss of blood . The Hunter 's body , rippled out of control , trying desperately to orientate itself to the environment .

Schaefer 's body , looms over him , MOTTLED and STREAKED from his exposed skin , blood oozing from the shoulder wound , his eyes like black sockets in his almost skull - like face . Seen from this perspective , Schaefer is a frightening , horrible visage . THE HUNTER shudders , GASPING hungrily for air , strugging to speak . From his throat , Schaefer HEARS the feeble , distorted efforts of the Hunter , at first garbled , incomprehensible and then , slowly , chillingly , taking on the timbre and quality of his OWN VOICE .The Hunter 's strength seems to fade even more . Then , suddenly , with the last of his diminishing strength , he lashes out with one arm , activating the lethal , razor sharp SPURS on his wrists . The Hunter 's coiled leg kicks upward with incredible force , his terrible spur ripping into Schaefer 's thigh , hurling Schaefer into the air , flipping him over , sending him crashing to his back into the shallow pool of water , momentarily losing his bow . He flounders desperately in the water , searching for the bow . He finds it just as . The Hunter rises slowly to his feet , GASPING desperately for breath . He inhales deeply , hungrily , gaining strength with each breath . Schaefer looks from the pool to SEE the Hunter , raising his weapon to throw . In one totally instinctual movement , Schaefer draws back on the arrow to its very tip and fires . The arrow , with a deadly THUD , penetrates deeply into the Hunter 's neck . Another bloodcurdling SCREAM of RAGE as the Hunter clutches his throat , dropping his weapon . An instant later and the Hunter is gone .

Emerging onto a huge log leading to the rim of the canyon , Schaefer holding the Hunter 's weapon , pauses several times , finding more traces of the Hunter 's blood , the deep WOUND in his thigh flowing heavily . He continues across the log and climbs the bank , following the traces into the jungle .

Moving along the rim of the coulee , Schaefer follows the thick , orange blobs hanging on leaves and spent on the forest floor . Too weak to move through the trees , the Hunter has left a SWATH of trampled grasses , broken twigs and branches in his headlong retreat from Schaefer : the Hunter turned Hunted .

Powering upward from the canyon , the WATERFALL in the b.g. , clear the rim , racing along at treetop height , heading towards the island promontory .

Staggering into the clearing , bleeding severely . The Hunter is rapidly losing his camouflage ability , his skin turning a PALE GREEN , flexing and pulsing in shock . The glow of light from the ENERGY FIELD reflecting off the spreading apron of BLOOD flowing from his wound . With trembling hands he grasps the arrow and breaks it , pulling the shaft from his neck . He screams in pain .

Schaefer follows the blood trail , deeper into the incredibly dense vegetation , ripping aside the heavy growth , plunging onward . Before him , covering a narrow passageway , is a huge SPIDER WEB , intricate , four feet across . Schaefer starts to sweep aside the web . With a sharp intake of breath , he halts , inches from the wed. . Something is wrong . Examining the web closer he sees not silken threads but a hard and shiny network of HAIR - FINE WIRE : A TRAP . He backs up , picking up a hefty branch from the ground . He swings the branch with a mighty heave , clenching his teeth in pain . The branch sails end over end into the web impacting the strands . A metallic SNAP is HEARD ; a high - pitches WHINE and the log is violently severed , the pieces flying in opposite directions with great speed . Schaefer runs on , again picking up the blood traces of the fleeing Hunter .

At the edge of the site . He SEES the Hunter staggering through the foliage . Schaefer starts after him but then stops , dumbfounded by the incredible images that crash in on him : TRANSLUCENT HUMAN SKINS stretched over frames , the hair of the attached scalps moving lightly in the wind ; SKINNED BODIES , some lying on the ground , others hung from the trees , like Hopper and his men were . He turns back , SEEING the Hunter as he passes through the shimmering distortion of a FORCEFIELD enveloping the forest . Within the force field he SEES the vague , nearly transparent OUTLINE of the Hunter 's ship . He approaches it , wide - eyed , his senses reeling with astonishment and rage . From within the force field , a PASSAGE WAY of BLUE LIGHT appears , the Hunter 's form backlit as he ascends the RAMP to his spacecraft . OUT THE HUNTER as he passes his hand through a light BEAM , the ship instantly responds , as a low , TURBINELIKE HOWL is HEARD , building slowly in volume and pitch . SCHAEFER in his weakened condition staggers forward , looking up , SEEING the passage way of light diminish as the door begins to close . As rising HEAT WAVES begin to envelope the ship , the Hunter stares out at Schaefer , the heat waves increasing as the KEENING WHINE of the ship 's drive builds . He enters the force field , the door now inches from closing . On the ground , nearly obscured by the grass and leaves , Schaefer SEES the Hunter 's WEAPON , lying where he dropped it in his desperate flight to escape . Schaefer grabs up the weapon and holds it . How the hell does it work ? He squeezes the handle of the weapon feeling it resist . Nothing happens . With the last ounce of his strength , and with a BELLOW of RAGE , his arm muscles bulging , he crushes down on the handle . In a FLASH of blue - white light , the weapon becomes ACTIVATED . Schaefer raises the weapon , sensing its power and function . In the final seconds before the door closes , Schaefer , with a triumphant SCREAM , fires the weapon . The weapon , flaring with deadly energy , drops and turns sideways , accelerating through the door and into the spacecraft .

The weapon impacts the Hunter , his head EXPLODING in a fountain of orange blood and pale green tissue . The weapon continues on , burying itself into the energy field , bolts of plasma - energy begin arcing from the force field . Schaefer falls forward onto his hands and knees , staring at the Hunter 's ship . The SOUND of the hyper - drive continues to increase , as the ship begins to tremble .

As suddenly the instrument panel goes wild , gauges spinning , digital readouts racing out of control . The SOUND of the turbine faltering , changing pitch . The pilot lurches forward with the stick , fighting for control .

The multi harmonic whine of the Hunter 's ship is still building as the ground begins to shake . Schaefer , realizing that the ship is going to explode , and ignoring the pain of his shoulder and leg , runs desperately , searching for cover . He sprints for the edge of the clearing , diving over the embankment just as : A blinding purple FLASH blows the ship to pieces .

Enveloped in the flash of intense light . CRIES of surprise fill the ship as the SHOCK - WAVE hits the chopper , heeling it hard over to one side . Below , the concentric waves of energy race outward from the center of the blast , an unearthly sight , like the miniature birth of a star . The helicopter suddenly regains control , its power restored .The helicopter levels out and heads toward the smoking , devastated site of the blast .

The jungle has been completely transformed . No longer lush and verdant , the area is clear - cut , two feet above the ground , covered in FINE WHITE , smoldering ASH . Amongst the shattered stumps , debris from the ship , bright as magnesium flares , burns with exotic colors . If the f.g. , Schaefer , a living dead - man , streaked with the alien ash , rises up from a shallow depression , staring dumbstruck at the site . Breaking in low over the treetops , the HELICOPTERS flare up into position , one preparing to land . As the chopper descends , the crew , standing in the door way , stare transfixed at the devastation , their eyes trying to penetrate the dense white smoke . As the helicopter slowly descends , its propwash creating a raging storm , Schaefer materializes from the SWIRLING SMOKE AND ASH , his features taking form as he approaches , his naked body covered in mud , blood and ash .

As the chopper , emerging from the vortex , settles towards the ground where the spacecraft once stood . Through the distorted veil , the helicopter , bristling with WEAPONS , VISORED and HELMETED MEN , now covered with WHITE ASH , looks like a landing spacecraft .

The door gunner swings the M - 60 into firing position , pointing it at Schaefer . He racks the bolt , loading a round . The crewmen look tense , frightened . Anna , standing next to the door gunner , stares at the strange creature before her , narrowing her eyes , uncertain . Is there something familiar about the figure ? SCHAEFER stands in the clearing , staring at the helicopter and the array of weapons pointed at him . He looks dazed , like a man making contact with members of an alien race , for the first time . THE HELICOPTER hovers low to the ground , the tension inside building as Schaefer approaches . More weapons swing into position . Fingers tighten on triggers . Suddenly Anna recognizes the figure . Realizing the danger she holds up her hands , shouting

Flash overhead , heading across the trackless jungle , their rotors THUMPING like heavy machine gun fire .

Schaefer , a blanket over his shoulders , still in the remains of his mud camouflage , his body laced with deep cuts ; his chest and shoulder caked with dried blood , is seated on a bench in the cargo hold . Near the cockpit are General Philips , an ARMY MEDIC , two MACHINE GUNNERS . They look at Schaefer in awe . The Medic , holding an open FIELD KIT , a syringe and bandages , turns to Philips .He looks at Anna , her eyes meeting his , as if asking for an explanation . She looks at him a moment before turning back to Schaefer , staring at him as if he were risen from the dead . She looks into Schaefer 's face , Schaefer returning her look , recognition passing between them . Anna extends her hand . Schaefer slowly reaches out , touching her fingers , then clasping her hand . Schaefer turns his eyes to stare out the open door , beyond the passing jungle below , out to the heavens . He turns back , looking at Anna , a faint smile crossing his face . they made it .

Looks like he's been through hell. ca n't believe he's still alive. What the hell went on down there?

Pull away and head towards the distant , green horizon . FADE OUT THE END

CLOSE ON A WOMAN 'S FACE , BEAUTIFUL AND STRONG . SHE 'S CRYING .

The woman is KAT ELLIS , 30 . Tears stream down her face as she sits cross - legged amid the detritus of a packing frenzy . There is an unfortunate green bridesmaid 's dress hanging on the back of the door . Kat 's pain is palpable . She buries her head in her lap . Suddenly , the doorbell RINGS . Kat sits bolt upright , wide eyed . She looks around in disbelief . How did this happen ? What is she doing on the floor ?

I would love to help you. Sincerely. But my sister's getting married this weekend, I have n't seen my family in two years, and my flight leaves in fifteen minutes.

You take Taipei. Tammy's schnauzer just had puppies. Put her on the dead dog. Park reps with wheelchairs at every john in T8. If Grandma just got off a trans - con, she's got ta go sometime.

I completely understand, sir. You just want your in - laws to see you the way you see yourself. Or at least the way you would see yourself if you did n't feel so victimized by them.

Mr. Rajagopal, we regret that you were snowed in at Dulles but snowstorms fall under a category called force majeure. Along with earthquakes, hurricanes, and floods. In short, we're not liable.

But just this once, I'm going to refund the full price of your ticket and credit you 10,000 frequent flyer miles. Thank you for calling Virgin Atlantic!

Hardly. My family moved to England when I was fourteen. My stepdad's a professor at University College, London.

I'm going back for my sister's wedding. and the best man's my ex. In case I chicken out, I want to know where all the exits are.

I'm not a knuckler. I fly all the time. In fact, I transferred from Heathrow two years ago and now I run Bags and Nags here at Kennedy, so things are going really well for me. The reason I ca n't feel my legs is that any minute, my date is going to walk in that door. And I need him to look really, really good today.

What do you think? Does he look hot, and is it the kinda hot that'll translate overseas?

I've got ta warn you, you know those families where everyone's out of their minds but at the end of the day, they're family, so you love them?

I love my dad. But since he's my stepdad, he's technically not family. He's more like a hostage.

It's no big deal. Really. It just looks like a tailor cut off a yard of my dress and made your tie out of it.

Do n't get me wrong, matching's fine. It's `` matchy matchy'' you've got to watch out for.

Exactly. I want us to look like we fit, but not like we're trying too hard to look like we fit.

It's welcome cocktails, not prom. With this level of matchy - matchy, we should be drinking peach schnapps under a bleacher somewhere.

Yeah, but I feel like crap. And if you feel like crap, it's way better to look hot while you're doing it.

There's finally a reason for the whole world to revolve around you?

I love it! Your magic's already working. Let the suffering begin.

What did he say exactly? I mean, you do n't think he wants me back?

My mother has a rule about men and women sleeping in the same room without a ring in the picture. She thinks it's -

Sorry about the creepy room. I went through a painfully earnest Laura - Ashley phase.

That wo n't be an issue, believe me. I find the idea of sex for money morally repugnant.

I'm desperate to start but I do n't have an addictive personality. Except for approval. That, I ca n't get enough of.

My parents had a German exchange student a few years back. He must have left it here.

Everyone knows their greatest hits but some of their lesser - known ballads are surprisingly poignant.

Not you. You're not disgusting. You're lovely. Just the idea that they'd bring an escort. I mean, a stranger who, um, did n't. who never. I mean, someone's dead.

Sorry. I'm a little nervous. I never thought something like this would happen to me.

Well, happen, in the sense that I picked up the phone, tracked you down, flew you here and gave you six grand out of my 401K.

If it makes you feel any better, to get your number, I had to cough up two round - trip tickets to Amsterdam and a case of mini - Baileys.

The part where you were a sexual surrogate and then started to, um, freelance. Is that really how it happened?

And you thought I'd respond to the hippie stripper with no boundaries?

This part here. You say, and I quote. `` Each woman has the exact love life she wants.''

So. what was I. oh, yeah. Do you honestly think that I want to be single and miserable? That I want to be obsessed with some asshole who led me on for years then - out of the blue - shattered my heart.

My sixth - grade science project was entitled, `` Love Hurts : The Heartbreak of Human Papillomavirus.'' Trust me, I'm careful.

Yo, ladies! Listen up! The bride has made the foolhardy and perhaps fatal request, that we play Pub Golf tonight.

Behold hole one. There's a twostroke penalty for failure to finish a hole and a three - stroke penalty for barfing. Yell `` Fore!'' before you barf and it's only two strokes.

We've got eight more holes waiting at eight more bars, so in the name of all things sacred, pace yourselves!

I'm worried. Amy's not good at drinking. She gets sooo drunk sooo fast. Does free alcohol get you less drunk or more drunker?

Not that it's not great. It's just, you used to have dreams and plans.

She's drunk. - er than me. But I did n't really dump you, did I?

I did n't want you to think I was expecting anything to be free or that I was expecting something at all. Well, clearly I was expecting something or I would n't have stopped at all those ATMs on the way home.

By the way, would it have been enough? I mean, if something had happened. Which it did n't?

So you're telling me. If something had happened last night. it would have cost me fourteen hundred dollars? That's a down payment on a Ford Focus!

How could you say that? Of course it's not about me. It's never about me when she's in the room because you two are on a special team. You might as well have Tshirts made up.

I'm sorry. I do n't know why I'm being so sensitive. I just get tired of being odd man out.

Whoa, Jeffrey. Slow down. You and me, we're the past. I'm not sure if you noticed, but I'm here with someone else.

I brought him here because he's my boyfriend. Because I adore him. Because late at night he takes me in his arms and.

I'd stick around and explain what that means, but even if I give you the instruction manual, it does n't mean you've got the tools to get the job done.

I'm sorry I was such a bitch. I really appreciate your doing this.

You know what pisses me off? I've been spilling my guts all weekend but I do n't know anything about you. Not one thing.

Pigeons creep me out. They're like dirty doves. plotting something.

How do you have real relationships? You know, ones you do n't get paid for?

Thanks for the solidarity, but next time? A little less information.

When we were together I was `` too here,'' now I'm not here enough.

She blames Tony Pee - Pants Pinterello for everything. The fall of the British Empire, the Cold War, the internet.

We were eating and puking together in harmony until one day, Tony walked me home from school. He was my first boyfriend.

So Dad rang the bell and when Tony Pee - Pants opened the door, I threw the tart at him and popped his stitches.

Relax. Take a breath and just say it. It's no big deal. I promise.

Well, it was a big deal. As late as. yesterday. Or this morning.

And you were right - it is why I brought Nick with me. because I wanted to drive you insane. To torture you slowly, for the entire weekend. But then something happened. I started to fall for him. And now, and I hope this does n't hurt your feelings, now I'm sick of you and me, of our story.

It's the past. It's nothing but ghosts. So just get it off your chest, then let's go back upstairs and eat some tiramisu.

What?! I ca n't believe I trusted you! How could you not tell me!?

You've always got that to hide behind, do n't you? It's just business!

You let me make a fool of myself! You lied to me! I do n't know why that surprises me because lying is what you do. It's your job. It's who you are. How would you even know if something were real?

You're right. I was so desperate to make everyone believe I was happy that I spent six grand on a lie. And after all that? The only one who ended up falling for it was me.

You're right. You should really time it right so when he hears that you repeatedly screwed his best friend, he does n't feel like the world is collapsing around him and there's no escape because you tricked him into marrying you.

I'm not even going to discuss the fact that you screwed my fiancé because you've always been a spoiled, amoral, little princess.

But I put up with all of it because I really believed that deep down, you loved me and you were a good person. I really thought you deserved someone like Ed. God I envied you guys. Somehow, he made your selfish bullshit seem okay. Almost endearing.

And now I know. You did n't deserve any of it. You were just lucky.

Do n't worry, Amy. Your wedding will be perfect. Tomorrow, I'll smile and say all the right things and you'll deal with Ed when you're ready. But right now, tonight, I ca n't pretend it's okay.

No, I'm fine, really. Nothing a bottle of Jack and a straight razor ca n't fix.

`` Today is a day for love and for beauty. But most of all, it's a day for truth.''

I've been working on this speech since these two got engaged. It was supposed to be touching and funny.

I thought I'd come back to England and have an epiphany. I'd see Amy and the perfect thing would pop into my head and it would encapsulate how and why I love my sister. But I came home and everything was a mess and the truth and beauty line was all I could come up with.

And I think I stole that from the back of an in - flight magazine.

A wonderful woman once said about Amy : `` It's not that I love her more, it's that she lets me love her.''

It can be the scariest thing in the world to let someone love you and to know how to love them back. Take good care of each other. I love you both.

Since I've generously agreed to go out with you, I think it's only fair that you tell me how you got into the business?

A BIKE MESSENGER stands outside Kat 's door . He busts a covert ipod dance while he waits .

The Bike Messenger looks up as the door swings open . Kat is a changed woman . Nothing like the girl we saw on the floor . You 'd never know she had been crying . Or that she even knows how .Kat props the door open with her foot as she slides a plane ticket into an envelope . She scribbles a name on the envelope , seals it , and hands it to him .Kat looks down at the envelope , she 's still holding on to it .Kat wills herself to surrender the envelope .The Bike Messenger gently tugs the envelope out of her hand . Kat smiles .The Bike Messenger looks at her with genuine concern .

Lady, you said this was a rush. I ca n't rush anything anywhere if you do n't give it to me.

Racing against time , Kat throws open a linen closet to reveal three neat rows of plastic bins , all perfectly labeled . Kat reaches into the bin marked `` TRAVEL '' and pulls out a prepacked toiletry kit . Kat pulls a box marked `` LONDON '' out from underneath her bed . She opens it . Pushing aside an old private school uniform and some letters , she pulls out a worn London A - Z , a Ziploc marked `` ADAPTERS , '' and her passport . She 's about to close the box when she sees an old photo . In it , a GORGEOUS GUY kisses Kat on the cheek . He 's holding the camera himself - it 's blurred and goofy , but full of love . Kat jams it back in the box and shoves it under the bed .

The Bike Messenger darts in and out of traffic , avoiding the throngs of NEW YORKERS enjoying this crisp fall day .

Kat races through her apartment , packing , cleaning , getting ready . Her place is small yet put together . It 's Crate and Barrel meets Martha . But in a good way .

Kat , finally still , stares into the mirror as she brushes her teeth . There 's a strange intensity to it , like she 's scrubbing away the last of her distress .

The Bike Messenger passes a waiting Town Car as he pulls up to a stoop . He hefts his bike , runs up the stairs , and slips the envelope into the door of .

A tasteful flat . Stylish yet masculine . A MAN stoops to pick up the envelope . We do n't see his face , just his ordered , minimalist apartment as he zips his carry - on and walks out the door .

A TAXI DRIVER slams his trunk as Kat gets in . Kat 's apprehensive face peers out the window as they pull away .

A ridiculously long line snakes towards the X - Ray machines . Latte in hand , Kat cuts right through the middle . Irate PASSENGERS scowl at her . Kat does this every day . She should be used to the looks by now . She 's not . She pointedly flashes the crowd her AIRPORT EMPLOYEE BADGE as she sails through security .

Kat enters the Virgin Atlantic customer service hub . It 's as cramped as it is busy . A FEMALE EMPLOYEE approaches with a question . Kat puts up her hand .The lady backs off . As Kat hurries away , a HARRIED EMPLOYEE matches her step and launches in .Kat 's trying not to get sucked in .The Harried Employee looks like he 's going to lose it . Kat struggles , then caves .Kat starts to walk away .Kat spins around and glares at him .

I've got a tour group from Taipei trapped in customs, a dead poodle in Cargo parked at T9, and a lost grandmother staggering around International asking for her mommy. Oh, and there's a guy on two who was stuck with his in - laws for a week because we could n't get him out of Dulles. The in - laws are n't speaking to him anymore and, for some reason, he's pissed.

On the phone , Kat is in the middle of saying way too much .At that moment , a CLIPBOARD manager walks by . He overhears Kat 's diatribe and is incredulous . CLIPBOARD Hello ? Calls may be monitored for quality control ?Kat waves him off . Then , by rote :Kat checks to make sure the Clipboard has moved on . Then , she continues , softly but very quickly .

Kat sits in first class , absently scanning the safety card . A PRETTY WOMAN across the aisle notices and smiles .Kat realizes she 's been reading the safety card . She laughs and puts it back in the seat pocket . As she often does , Kat feels compelled to explain .Kat eyes the front door , nervously .Kat does n't know what to say , but then a HOT GUY walks up the aisle . Kat looks at the empty seat next to her and smiles at him . He returns the smile but sits next to the Pretty Woman .He gives the Pretty Woman a `` madly in love '' kiss . The Pretty Woman rolls her eyes to Kat - what did I tell you ?

I do n't believe in marriage. I believe in hot sex. Of course, that draws men to me like flies to shit.

Kat is hiding out . She tries to calm her nerves as a MALE FLIGHT ATTENDANT pours her a cup of water .Kat peeks around the corner and spots the back of the mysterious MAN from the opening as he loads the overhead bin above Kat 's seat . Kat gasps , ducking back .The Male Flight Attendant looks out at the Man , who leans against Kat 's seat as he chats with a FEMALE FLIGHT ATTENDANT . Kat 's in a panic .He checks out the guy again .Kat smiles , relieved .

darling, he'd be hot on Mars. I'd like to unwrap him like a Harrod's gift basket.

The mystery man is NICK MERCER , 32 , commanding and classy , yet somehow totally genuine . He carries his '40s - crooner good looks like he has no idea that men just are n't made that way anymore . Nick takes two glasses of champagne from the blushing Female Flight Attendant .He turns around to take his seat and finds Kat standing there , awkwardly .Nick kisses Kat warmly on the cheek and hands her a glass of champagne . Nick 's totally at ease . This may as well be a candle - lit bar .Kat awkwardly negotiates her drink as they take their seats .Nick notices Kat 's anxiety , tries to settle her .Kat melts a little . That 's just what she was thinking .Nick gives Kat a quizzical look . There 's something going on here . Though it 's not clear what . Kat fills the space .The Flight Attendant appears with a small tray . Kat notices the woman 's cheeks flush as she fumbles Nick 's drink . Nick smiles warmly , but deftly ends the moment . He 's like a famous person who has learned to manage his adoring fans with casual grace .Kat tries to find her seat belt . It 's under Nick . She reaches beneath him , tentatively , then pulls back , embarrassed .Nick pulls out the seat belt and hands it to her . Kat buckles up , checks that it 's snug , then checks again . They sit in silence as the plane starts barreling down the runway . As they pick up speed , Nick takes Kat 's hand . She finds comfort in his touch , her need to talk abates momentarily . She is safe . Kat closes her eyes as the plane levels off , then peeks over at Nick , who 's calmly staring out the window . She closes her eyes again , this time for good .

I really am sorry I could n't leave earlier. I know you would have loved a few hours to settle in before the party.

I'll teach you a trick. If you look people in the eye, they'll never even notice what you have on.

I understand how important this is to you, but you're a beautiful woman and you've got everything in the world going for you. I could n't care less what you have on.

I bet you're doing that girl thing, where you get undressed without showing any skin.

You know, they say you can tell everything you need to know about a person from the way they act when they're naked.

You're never going to be sure of anything, but we still have to go inside.

A wedding is a sacrament. a joyous celebration of love and commitment.

The only one suffering here is you. You need to stop worrying about everyone else. You think you can do that?

I tell you what, because you're so cute, I'll take care of our incidentals.

Great, with the occasional stabs of shame. Now, listen, this covers the weekend, but as we discussed, if you want to be intimate, we talk money before anything happens.

It's okay. Hell, I've never paid for it. But please do n't feel like you have to explain yourself to me.

Is it an old habit from ballet class or a childhood spent walking on eggshells?

Not the way you're thinking. The women wanted me there for support. You can understand that.

The real story is that my mother was a hippie. And a stripper. She was insanely inappropriate with me. She used to wash her lingerie in my bathwater. While I was still in the bath.

Yeah. As an adult, I needed to find some way to experience intimacy and sex, but with rules that could n't be violated.

I have a different story for every woman who asks. I look at her and figure out what she needs to hear to feel okay about being with me.

When you're ready to let go, to be unsingle and unmiserable, you will. Until then.

There's a guy on 81st and Madison. You get your results in 24 hours.

I love that you're asking questions, but do you really want to get into all of this?

I've got this bad taste in my mouth. What is it? I think it's the words : `` morally repugnant.''

I'm not going to kiss you. Trust me. All you have to do is listen to my voice.

He'll look at you with your sexy dress and your perfect date but it wo n't matter because it's not about him. It's about you.

I want you to let go of the hurt. the insecurity. the past. When you do, he'll see you the way I see you, and, in that moment, he'll finally understand what he lost.

Ladies, thank you for granting me this rare glimpse into a timeless female ritual.

To the husbands who won you, the losers who lost you, and to the lucky bastards who have yet to meet you.

All women or just the two - legged ones who steal your money, screw your friends, and vacuum during the World Cup?

It's been my experience that the people who hire a prostitute, need a prostitute.

I was n't sure what works for you, so I've got a pack of Saltines, a bottle of Pedialyte - preferred by infants and rock stars - an eggand - cheese sandwich, a black coffee, and a Bloody Mary.

If I was going to charge you, I would have told you beforehand. I thought I explained that.

My rate is n't arbitrary. It was determined by prevailing market conditions. By the way, it includes oral. That's the extra three hundred. Pounds.

Believe me, if anything had happened, that would have been one of the highlights. For you.

No, I ca n't. We're late for a dance lesson. I guess you'll have to finish up later.

Hello, goodbye, I want you, I hate you. It's all just words. None of it means anything. What matters is what you do. You either stay put or you walk away. If you look back, you're not walking away!

I'm allergic to fabric softener, I majored in Comparative Literature at Brown, and I think I'd miss you even if we had never met.

Sure, but it's never easy. They say they're okay with it, and they are. for a while. Then one day, they're not.

When I said I'd never done a wedding before, I did n't say that no one ever asked. I just never said yes.

What would you do if you stopped worrying about what other people think?

What would you say if I told you I was a member of an elite task force employed to safeguard our nation's most precious resource : your daughter.

I say that feeling compelled to do the opposite of your parents is as enslaving as emulating them.

Kat does this thing. She stands on her tiptoes when she's looking in the mirror. You ever notice that?

I'm not sure if this is going to make sense to you, Sir, but I'd like to ask permission to date your daughter.

Jesus, Kat. What did you want me to say? That your sister slept with your fiancé? That everybody knew and no one respected you enough to tell you?

Yeah! For all I know, come Monday morning, we'll go back to the real world and. and you'll be hiring me for your best friend!

I mean, come on. Did you actually think we'd be boyfriend and girlfriend?

You're judging me?! Oh, that's a good one. You're lying to me, you're lying to your family, and you're lying to yourself. But you're going to stand there and point a finger at me? The man you hired to pretend to be your boyfriend?

Go ahead, Kat. Hate me. You were running out of steam on the whole Jeffrey thing. Maybe now you'll be able to hold onto this just long enough to ruin your next relationship.

Think about it this way : you get to spend the rest of your life having make - up sex.

When we were fighting last night, it hit me. No one had ever cared about me as much as you cared about Jeffrey. That's why I was so angry. I'm sorry I took it out on you - I did n't mean to hurt you.

And then, I was going to get out of here and leave you alone, but halfway to the station, I realized -

You know why I never tell the real story of how I got into this?

Now if you want to hear a good story, let me tell you the one about how I got out of it.

Nick and Kat wait at the baggage claim . She looks at his tie , then down at her dress . They are the exact same color .Her dress is indeed the exact same color as Nick 's tie .Nick does n't get it . He heaves one of Kat 's suitcases onto a trolley full of matching suitcases .Nick , amused , tugs the last of the bags off the carousel and adds it to a pile of what appears to be an entire floor model of matching luggage .Nick laughs at Kat . Then fixes her with an intense stare .Kat , overwhelmed by his charisma , is mesmerized .Nick smiles sweetly and touches her cheek .

Nick stands by the W.C. , flipping through Cosmo . He can do that without looking gay . He talks to Kat through the door .Kat comes out modeling a black strapless .He checks her out .She bolts back to the bathroom , nearly knocking over a ZITTY TEENAGER who 's waiting his turn .

Kat , alone in the W.C. , meticulously rearranges a layer of paper towel on the floor so she can step out of her shoes . She expertly slides off the first dress while simultaneously pulling another one on - not an inch of skin shows . She struggles as the train rocks back and forth .Kat looks around suspiciously .

Kat emerges from the bathroom wearing the new dress . Nick checks it out .Kat looks to the Zitty Teenager for his opinion .Kat gives the passenger an appreciative smile , then flies back into the bathroom . Nick , amused by her antics , steps closer to the door .Kat ducks back into the bathroom . MUSIC UP . NAKED MONTAGE :

Kat pulls her dress over her head . ANOTHER WOMAN , PULLING OFF HER DRESS .

The woman is Kat 's sister , AMY ELLIS , 28 . She graces a bath mat in all her infinite nakedness . Totally nude , she gently places her veil on her head and begins the ablutions of a Greek goddess . A dot of bath oil , a pure white towel , one squirt self - tanner , one squirt lotion . Finally , she pulls out a bottle of olive oil , pours two drops into her hands and rubs them together . Then she stares in the mirror , regarding herself with a look so blank it could be anything from admiration to revulsion . Just then , a KNOCK . The groom , EDWARD FLETCHER - WOOTEN , 31 , enters , wearing a robe . He flashes Amy as he does a silly dance then smothers her inside his robe . Amy giggles and tries to break free . At first she 's laughing , but then she turns on a dime and shoves him off more forcefully than she meant to . She kisses him on the lips , trying to cover , and shoos him out the door .

The mother of the bride , BUNNY ELLIS , 60 , drops her robe on the floor . She is about to put on a bra when she catches her reflection in a full - length mirror on the door . She is momentarily surprised by what she sees . She turns and faces her image . This is not the woman she is in her head . This is an old woman with uncooperative skin . With one swift movement , she slams the door .

The father of the bride , VICTOR ELLIS , 65 , wearing only a pair of socks , walks downstairs . He 's completely comfortable in his nakedness and trots around as if he 's fully clothed . He sings to himself . The words of the song are incomprehensible but he sings with an unrestrained Sinatra sass . Victor enters the kitchen , opens the fridge and starts scrounging . Inside the fridge door , Victor bends over and his bare butt sticks out . As he closes the fridge door , we cut to . A SHOWER DOOR SLIDING OPEN .

Inside , the best man , JEFFREY JOHNSON , 31 , the guy from the snapshot under Kat 's bed , glistens with a post - shower flush . Jeffrey towels off with a miniscule washcloth . Stepping out of the bathroom , Jeffrey notices an 18 - year - old NYMPHETTE watching him through her kitchen window . He crosses to the window but instead of closing the blinds , he opens them wider and jumps up onto a pull - up bar . The Nymphette blushes and looks away . As he starts pumping and his manhood rises dangerously close to frame , we .

Upscale cars deliver upscale people to this stately hotel in Central London .

Nick pays the BELLHOP , who trolleys away their bags . He turns to find Kat . She 's wearing the red dress . The Zitty Teenager was right . It 's really hot . Kat starts doing a yoga breath of fire , trying to relax . Nick takes Kat 's hand and pulls her close .Kat nods , clearly not okay . Nick smooths a piece of hair behind her ear . There is a practiced intimacy to the way he touches her and Kat is almost settled by it .Nick moves towards Kat as if he 's going to kiss her , but then he whispers in her ear .Just then , Kat 's mother appears .A few BRITS dart looks at this very American display .Bunny folds Kat and Nick into a drunken embrace . Bunny gives Nick the once - over .Kat 's mortified but Nick quickly saves her .Bunny throws Kat an unsubtle , `` I 'm impressed '' look and leads them into the party .

This is a marathon, not a sprint. After welcome cocktails, you've got the hen party. Tomorrow, there's a picnic and the rehearsal dinner and since you've conveniently left no margin for jet lag -.

Victor and I would especially like to thank our out - of - town guests for coming to celebrate with us as we welcome Edward and the Fletcher - Wootens into our family.

It's funny. We always thought we'd marry off Kat first. We came close once, but that crashed and burned.

Still, we had reason to hope. She was always one of the more `` active'' girls at the American school, and that's saying a lot.

Okay, okay. I get the hint! Anyway, imagine our surprise when Ed moved in next door and fell in love with. the girl next door. Our Amy. Lucky for us, he had no idea it was an unforgiveable cliché.

After Kat's father died and I married Victor, I was so desperate for my little girl to love him. It never occurred to me that she might love him more.

Do n't be silly. It's wonderful to finally meet you. Although, technically, I had no idea you existed because when my daughter turned twelve, she stopped talking to me, except when she needed money. So let me rephrase that.

I'm sure General Eisenhower never had to master the finer points of the seating chart and centerpieces.

Oh, and tomorrow afternoon you are carpooling to the country with the Fletcher - Wootens.

Oh honey, it's not that I love Amy more. It's that she lets me love her.

Let me think. You stole seven years of her life with your charm and your bullshit and now you want a couple more minutes? Sure. Go right ahead.

You, with the hair and all the bright ideas. Paper lantern plus open flame equals no - no.

It was just after we moved here. My little girls got in a fight over Tony Pee - Pants and they have n't made up since.

It was plastic. And child - sized. But there were some stitches involved.

I'm an American and in America, people sue. So to prevent a lawsuit, I baked a tart. And I do n't bake.

There's a reason I always tell that Tony Pee - Pants story, you know.

Before Tony, you and your sister were best friends. I could n't split you up. If your sister ate the spinach, you ate the spinach. If you threw up -.

Anyway, when that boy came over, it was the first time you ever did anything without her.

And Amy was n't just jealous. she was sad and lonely. She missed you.

So she flirted with Tony, and you got mad and sent him away. Who did that leave?

Bunny , Kat and Nick emerge into a sea of Burberry , floppy hair , and unspoken judgments . Bunny turns to Nick and Kat , all business .Nick and Kat are stunned . Bunny hops away as Victor approaches . Kat throws her arms around her stepfather .They shake hands . Just then , Kat 's sister , Amy , dressed to the nines , strikes a pose in the doorway .As Kat and Amy squeal loudly and hug , Victor leans into Nick .Nick smiles , looks at Victor 's glass .Victor hands Nick the glass .Nick heads toward the bar and Victor turns to Kat .Kat smiles , appreciatively .Victor laughs . Across the room , Bunny has found a microphone . She taps a knife on the side of a glass to get everyone 's attention .Then she taps the mic , which squeals . ON KAT , panic stricken .ON BUNNY , drunk with happiness .THE CAMERA ID 's LYDIA and GEORGE FLETCHER - WOOTEN , 60 's . George shifts uncomfortably . Lydia waves as though addressing a room full of her subjects . ON JEFFREY , searching the crowd for someone . His eyes land on Kat . She does n't see him . He stares at her meaningfully .Nervous laughter from the crowd . Kat smiles through the pain . Jeffrey winces sympathetically . His mind working , he spots a piano nearby .Suddenly , a loud , lovely arpeggio from the piano . Bunny looks over , surprised . Then she smiles . ANGLE ON JEFFREY , sitting at the piano , playing .Everyone claps as Jeffrey plays a final flourish .

Better him on the wrong side of the road than you behind the wheel.

I was gon na fix her up but we took one trip and the kids fought so much, we never launched her again.

I'm sorry, Nick's about to win a pile of my money. He's gon na have to call you back.

Thank you for your understanding, ma'am. And good luck putting out that fire.

Let me save you some trouble. My old man hit the bottle like it was his job and he had a mean streak as wide as the English Channel. So, me? I drink in moderation and have never raised my voice around a kid.

Best thing about being a dad is when your kid starts kicking your ass -

Hey, Sigmund, you think you could rustle up the bride and tell her to join the party?

I remember the day I met Kat. It was in New York. I'd been dating Bunny for a few months, and she finally trusted me enough to introduce me to her kid. So I'm over at her place and in walks this little monster that wo n't stop talking.

She hands me a walkie - talkie made out of an orange juice can and drags me over to her fort. The fort was this lop - sided mess of blankets and the walkie - talkie almost took my ear off, but she was having the time of her life.

That was the day I became a dad. And from that moment on, I just knew. I'd give that little girl everything she ever needed, I'd love her unconditionally, and I would n't let her out of the house until she was thirty.

You think it's going to get easier when they get older. That you're going to worry about them less. Or trust the world more. But that's just not how it goes.

The ladies are fond of you, Nick. I can see that. I also see that whatever else you are, you're a helluva good guy.

She paid a real price dating Jeffrey. This will be different, wo n't it?

I read a fascinating article in the New Yorker once and this guy said : `` Every woman has the exact love life she wants.'' You know what? I agree. And I refuse to believe that this is what you want.

Ever since you were a little kid, you've been trying to please other people. And in return for your services, all they've done is disappoint you.

Exactly! Today's my day. Tomorrow will be my day. And the day after that? My day.

See what happens when you put off dance lessons til two days before the wedding?

And we know Kat was the hottest expat in school because she was voted Best Eyes, Brightest Smile, and Most Likely to Age Well. No, wait. That was me. Never mind.

Oh, shut up and be happy. It's always this or that. You're never happy, you frowny - faced Grumplestilskin.

I am so, so bad! I do n't think I should be allowed to get married.

God, Kat! Please. Do n't be nice to me. I can take anything right now but you being nice to me.

Hey, Ginger! Hey, Gilligan! How much do I love all this? I'm going to get divorced and remarried over and over again so it'll last forever. Kat, be a sweetie, and go help with the rings. No way Jeffrey's going to get it right.

Whatever you do, do n't mention Italy. Or politics. Or baby buggies.

I said no! I'm getting married tomorrow! What do you want from me?

You know all that `` if these walls could talk'' stuff? Do you believe it? That a place has a memory?

This place has been in Ed's family forever. We used to spend weekends out here every summer.

And she wonders why I swim to the bottom of a Lemondrop every time I see her.

So Tony Pee - Pants starts ignoring Kat. He wanted to play with me.

You said your job was discretion. You could n't wait until you got back to New York?

I just wanted to say thank you. For not outing me in front of Ed. I want to tell him. Just not on the night before our wedding. With these kind of things, timing is everything.

Yeah. Most important day of my life. Whatever. Listen, I chose you to be my Maid of Honor for a lot of reasons : I love you, you're my favorite, and only, half - sister, blah blah blah. But the main reason I picked you is because you've been so miserable for the past few years, I knew you would n't outshine me.

But here it is, my big day. My big day. And something does n't feel right. Maybe it was that pep talk you gave me last night, I do n't know, but your misery just is n't working for me anymore.

I know you hate when I get what I want. But right now, all I want is for you to be happy.

I was too scared to tell you. I thought you'd never speak to me again. I'm so sorry.

Kat is sneaking towards the ladies room when Jeffrey comes out of the men 's room . Their eyes meet . Both stop dead . Neither can find words or even a smile . Kat pretends that seeing him is n't a gut - punch , forces a silly grin .Kat slithers past Jeffrey into the W.C.

Kat wills her breath back . She turns on the water as if she were washing her hands . Then she confronts herself in the mirror and applies a coat of lipstick like she 's putting on a suit of armor .

Jeffrey , a dashing Brit , is not a man who likes to wait , but wait he has . Kat emerges from the W.C. as if she had n't seen him before .As Jeffrey kisses her on the cheek , Kat 's eyes close and she takes in his smell . It 's like coming home . She does n't want it to , but something inside her stirs .All he has to do is look her in the eyes and her big plans fly out the window . Kat blushes .Just then , TJ , 30 , Kat 's cousin , appears , wrapping Kat in a hug . TJ 's deb - of - the - year perkiness is undercut by her Longshoreman 's tongue .TJ turns on Jeffrey like she just realized he was there .I have all kinds of interesting things to tell her . TJ darts Jeffrey a dirty look and drags Kat away .

Kat Ellis! We live two hundred miles away from each other but I have to fly all the way to London to see you. You have n't visited me once in D.C. Where the hell have you been? I have gynecologists that call more often.

Sure. You've got to play them against each other. Otherwise they think you're easy.

Hey, asshole, since you dumped my cousin brutally and without cause, you wo n't mind if I steal her away?

It's just, there's this girl I care for - God, I suppose I could even say I love her - and the bugger is, of course, she's here with someone else. Bollocks!

Right. I should be going. Good to meet you. Perhaps I'll see you at the stag party. My place.

Remember when we went hiking in the lake district and Amy was wearing that little bikini thing.

It was before you started going out. We had lunch at that inn on the lake.

Look, the thing is. About that love - of - my - life nonsense. I would appreciate it if you did n't say anything to Kat. It was silly. It's all rather complicated.

Kat, wait. I do n't want you hating me. We've never had this talk. You know how crap I am at this.

Kat, stop it. You do. You ca n't even look me in the eye. You went back to the States when we split up.

It was. And it took your sister getting married to get you back here.

I should have told you why I broke up with you. I was a coward. You deserve to know.

You were so good to me. I swear I never meant to hurt you. We were together what, five years?

It's not supposed to be anything, Kat. It's just my rather feeble attempt to. Oh, I do n't know.

Well, in a way, you were right. The prob was, you were in love. I wanted to be. But I was n't.

If I'd have confessed, you would have forgiven me. But the truth is, I did n't want to be forgiven. I sort of just needed it to end.

I shagged Amy. Two years ago. That's why I ended it. And then, after you left, sod it, we kept at it like rabbits until we both realized it was absolutely mad. And, you know, morally wrong. Then there was that one other time. And that was it.

Last Christmas when Ed proposed, I realized. I'm in love with her. I ca n't lose her.

Why waste ten more seconds on the slimy limey when Mr. Tie - Me - Up - Tie - Me -

The thing about Nick is, you're either looking at him, or you're pretending not to.

Honestly, you should send God a bottle of wine or a muffin basket.

I ca n't believe you met him first. It's so depressing. Somebody buy my wooha a drink.

You know, I might just call you. but if I did. I would lose. because my hand blows.

It's true. All you have in common is that you both secretly want to be me.

Arms locked , Kat and TJ rejoin the party .You 're too fucking nice .They spot Nick talking to Bunny , surrounded by OCTOGENARIANS . He does n't look the least bit lost . In fact , he 's charming the Dockers off them .Down is waiting for you at the bar ? ANGLE ON NICK , listening patiently as Bunny pours her heart out .ANGLE ON KAT AND TJ , still staring at Nick .Just then , Nick looks up and gives Kat an intimate , `` get over here '' look . TJ sighs audibly .

Nick stands with Kat at the bar . The BARTENDER hands Kat a drink .Kat looks over and sees Amy . She puts her drink on the bar , but Amy ca n't quite reach it from her stool . Amy makes an exaggerated reaching gesture and whimpers . Nick takes note as Kat slides the drink closer . Amy sips it through the straw without picking it up .As Amy gloats , Ed dances over . He 's a refreshingly unaffected upper - class Brit .Amy kisses him on the lips .Ed lifts Amy off the stool and spins her around . He does an awkward dance move and steps on her toe .Ed looks to Nick for support .Ed looks to Kat , who shakes her head .Amy kisses Nick 's cheek .Kat throws Amy a dark look .

But, somehow, it was Kat's arse that was stung by nettles. And you rubbed it with a dandelion leaf.

Just because some slag's been paid for, does n't mean you've got to. you know.

Fair enough, but I'm stepping on toes here and you're waltzing around like.

You'd better get going. My parents will be ` round to cart you off to the country.

I hear that make - up sex is the best kind. Unfortunately, I'll never know.

Do n't be ridiculous. It's late and the place is empty. Just take my car.

I do n't know what's going on with you two, but I'm sure it'll work out. You could n't be more perfect for her if she picked you out of a catalogue.

I knew you were still seeing someone else when we finally got together. I never in a million years would have dreamt it was Jeffrey.

I felt sorry for you last night. I was sitting there like some smug arse thinking how lucky I am.

I forgave her when I thought it was just some bloke. Bugger it. Why Jeffrey?

I've had her up on a pedestal ever since. since the day I put her up there. It's going to take a long time for me to get over this.

Escaping , Nick steps outside and bumps into Jeffrey , who teeters on the railing .Jeffrey looks upset . Nick tries to break the ice .In Utopia . In the real world . it 's an excuse to drink excessively and say things you should n't say .A beat as Jeffrey watches the party . He sees Kat and Amy at the bar and slowly turns to Nick . With difficulty , he begins to unburden himself to his new therapist .Nick hides his surprise as Jeffrey raises his glass in a silent toast to his misery . Nick is just clinking glasses with him when Kat appears and slips her arm in his .Jeffrey is horrified . Stares at Nick , aghast .They all stand there , awkwardly .Jeffrey looks desperately at Nick . Nick hesitates , then covers .Kat gives Nick a confused look . Nick smiles warmly -Kat squeezes Nick 's arm , adoringly .Jeffrey 's desperate to get out of there .Kat watches him rejoin the party .Kat and Nick walk back into the party .

They walk arm and arm . After the confrontation with Jeffrey , Kat 's excitement is almost manic .Nick stops Kat and faces her . He is quiet but intense .Kat takes a deep , calming breath .She turns and surveys the room , trying to calm down . But then slowly her face begins to tense .

Nick drives slowly down St. John 's Wood 's tree - lined main street . Nick looks out the window as they pass a corner market , a flower shop , pubs , restaurants .

A charming period house in a row of identical houses . You 'd never know where the Americans lived but for a conspicuous boat trailer parked in the driveway . Victor and Bunny try to help Nick unload Kat 's many bags from the taxi . He wo n't let them . As Nick lugs the bags up the driveway , he reads the name , `` JACK SHIP , '' off the back of the dilapidated cabin cruiser .

Nick struggles with Kat 's many bags as Kat 's parents escort them upstairs . Kat stops by her bedroom door , does n't go in .They stand there , awkwardly sandwiched into the small space .It was nice to discover you existed and then finally meet you all at once . I love surprises .Kat gives them a look , but does n't open her bedroom door .Kat puts her fingers up to do air quotes , then suddenly realizes what her mother just said .As Kat 's parents walk away , Bunny flirtatiously sidles up to Victor and pulls him into their bedroom .With that , Kat closes the door .

The door CLICKS shut and the happy couple separates instantly . Kat to one side of the room , Nick to the other . Kat 's childhood bedroom has an aggressively floral decor .Kat takes a brown envelope out of her purse , opens it , and removes A STACK OF HUNDREDS . She hands the pile of money to Nick .Nick does n't look at the money , just tucks it into his bag .Kat almost lets it go , but then .Nick humors her . Pulls out the stack of bills and counts it .Kat walks over to an old dollhouse . Its rooms have been gutted , their mini furnishings replaced with a teenager 's cassette - tape collection . Kat pulls out Guns and Roses ' `` Appetite for Destruction '' and opens it . There 's no tape inside , just some nicotine patches . Nick watches as she opens one up and slaps it on .Nick notices an ` 80s poster of two guys with guitars , all big hair and laser light shows .Nick thinks about those names for a second , then his face twists .Embarrassed , Kat hastily rips down the poster and stuffs it in the closet .Nick hides a smile as Kat ducks into the bathroom .

Kat has left the door open a crack as she gets ready for a shower . Unbeknownst to her , Nick watches from the bed , enjoying the ritual .Inexplicably , Kat stands on her tiptoes as she looks into the mirror . It 's a little thing , maybe the tiles are cold , but it gives her an innocence that makes Nick smile .Kat looks down , she never noticed before .She throws him a glance , impressed with the sharpness of his mind .She smiles and kicks the door closed with her foot .

Nick hangs up his tux . It 's definitely not a rental . Kat comes out of the bathroom , drying her hair with a towel .Nick thinks about that . Kat wonders what 's taking him so long .Kat makes a face .Kat immediately backpedals .Kat blanches .Nick laughs at her . Kat pulls something out of her purse .Nick sees what she 's unfolding . It 's a crinkled New Yorker article . The artsy photo shows the FACE OF A MAN , blurred against a neon cityscape . The title : `` Discretion Assured : Diary of a Male Escort . ''Nick shakes his head at her and pulls off his shirt . Kat instinctively looks away .Kat ca n't tell if he 's joking . She sneaks a look as Nick disappears into the shower . Wow . Kat looks down at the papers in her hand . She moves towards the bathroom but at the last minute , shies away .Kat grabs the shampoo and rushes into the bathroom .

Without looking in the shower , Kat hands him the shampoo and hurries out , way too quickly . Nick peeks out of the shower curtain . She 's gone . He shakes his head and closes the curtain . Suddenly , Kat reappears . She stands by the door .Kat pretends to straighten things up as she moves closer to the shower .Kat 's totally engrossed now . She closes the toilet lid and sits down .Nick pokes his head out .Nick sees that Kat 's heartbroken for him , feels bad .Kat throws a towel at him .Kat gives him a dirty look , then examines the article again .Nick steps out of the shower . Kat , her eyes at the level of his manhood , covers her subtle jaw - drop . Nick wraps a towel around his waist as Kat tries to pull it together . She looks down at the article , tapping it indignantly -Nick levels his gaze at her .Nick shrugs and walks out of the room .

Nick and Kat walk downstairs , ready for a night out . Kat 's wearing an over - the - top sexy golf outfit - pleated mini skirt , tight white oxford , plaid vest . On the bottom step , Kat stops short .Nick looks at her like she 's crazy .Nick confronts her . She takes him in .

Victor reads a book as Bunny scratches hieroglyphics on a white board featuring an elaborate chart of information . Kat and Nick enter , see the chart .She turns on her heel like a soldier , walks to Victor , and holds out her hand ,Victor does n't look up , just pulls the car keys out of his pocket and tosses them past Kat to Nick .Kat huffs grumpily and they head out .

Kat and Nick walk toward the car .Nick opens Kat 's door for her .Kat gets in the car and Nick shuts her door .

Nick drives while Kat navigates . They crawl down a small street , which bustles with activity . PATRONS of London 's many pubs spill out onto the pavement .Nick looks over at Kat , who gets quiet . She picks at nothing on her skirt . The TICK TICK TICK of the indicator fills the silence as Nick changes lanes .Kat looks at him .Kat smiles , but stays quiet . Then -

Nick holds the door open for Kat as she gets out .Nick turns off the car , gets out , walks around , and opens the door for Kat . She gets out and stands by the door .Nick rubs two fingers together , he ca n't think of the word .It 's about you . Nick is standing very , very close to Kat now . She did n't even see him move but there he is .Nick shakes his head .Kat tugs urgently on his waist .Nick does n't say anything for a moment . Then he pushes her up against the car . It 's a gentle movement , but firm . Kat breathes in sharply from the power of it .Kat 's hesitant . She looks around the empty parking lot but Nick takes her cheek and guides her eyes to his .She does . Nick leans in close and begins whispering into her ear with a hypnotic intensity .Nick takes Kat 's head in his hands and moves his lips across the contours of her face . It 's incredibly intimate . His mouth hovers over hers but their lips do n't touch . They breathe each other in .Kat 's body starts to relax . Slowly , she slumps back against the car .He moves his lips across her eyelids .As Nick slowly talks , he moves his lips across Kat 's forehead , then her cheek , then her nose :Nick tips Kat 's chin towards him . She opens her eyes . Nick is suddenly serious .Kat shudders , and gradually comes to . Her eyes are lazy , she feels off balance .Nick gives her a half smile .Kat is turned on and ca n't seem to move .Silence .Nick turns Kat around and points her toward the bar next door . Wearing an almost dopey look of pleasure , she adjusts her underwear , and stumbles towards the bar . A sly smile creeps across her lips as we . A LINE OF TWENTY SHOTS BEING SET AFLAME . WIDEN TO REVEAL -

Kat passes out the shots to a pack of WOMEN all wearing hybrid golf - slut outfits : ass - tight polo shirts and plaid Capri pants abound . It 's `` Society Girls Gone Wild . ''The girls are scared shitless .Amy loves the attention .Cheering , the girls blow out their shots and do their best to down them in one go . Just then , Nick walks in . All eyes are drawn to him . The WORLD SLOWS as he beelines for Kat . He hands Kat her purse .Kat gives Nick a shy smile .Kat ca n't help noticing that the group of girls has subtly clustered around Nick .A SMITTEN GIRL puts a drink in Nick 's hand .Nick looks to Kat , she smiles . Amy furrows her brow theatrically . Unfortunately , no one sees her .

Nick is surrounded by women and completely at ease . Amy 's drunk and pouty . TJ stands between Kat and Amy . Oblivious to the brewing tension , she 's eating beer nuts and staring at Nick .She pops a nut in her mouth .Amy sneers . TJ turns back to Kat .TJ clinks glasses with Kat . Kat appreciates the attention . Amy appreciates it less . She suddenly wails .This snaps Kat out of her reverie . She scurries into problemsolving mode .Kat turns and throws Nick a look . Nick , ever sensitive to nuances , easily catches the hint and puts on his coat to go .They all clink glasses . Kat beams , until .Nick kisses Kat on the cheek and smoothly departs . They all watch him walk out . TJ is still watching the door , as if Nick 's essence has lingered .Kat raises her drink to TJ 's nether region .

A DOZEN MEN down their shots . Jeffrey immediately refills their glasses with tequila . Alcohol and alpha abound . Nick walks in the front door . He takes off his suit coat and tries not to feel like the chaperone at a frat party . Over by the bar , Jeffrey stands with Ed , eyeing Nick .Jeffrey pours Ed another drink .Jeffrey 's suddenly emotional .Jeffrey takes a thoughtful sip of beer .Jeffrey looks genuinely pained , then something dawns on him .Nick appears .Jeffrey laughs . He has no idea Nick is making fun of him .Ed crosses away and Jeffrey glances nervously at Nick .Nick is about to respond when the music CRESCENDOS and a STRIPPER strides in from the back room . Spotting Ed , Jeffrey clothes - lines him and drags him off into a chorus of GUYH OWLS and CHEERS .

The bachelorette - party girls CHEER as they down drink number seven at bar number seven , an Australian outback - themed pub . Things have gone way downhill - or uphill - depending on how you look at it . Kat sits at the bar . In the background , Amy dances drunkenly with TJ . WOODY , the dorky , sexy Australian bartender , appears behind the bar with a drink for Kat .Kat grabs his sleeve .Woody dumps out the free drink and exchanges it with a bottle of water .Kat looks at him for the first time and realizes she knows him .Woody just smiles .Kat clumsily lunges across the bar to hug him , knocking over a bottle of beer , which Woody deftly catches .They take each other in . Her smile is bleary .Woody 's trying not to feel shy around Kat .Woody proudly points to Kat 's cocktail napkin . It says , WOODY 'S WATERING HOLE .Woody 's weighing something . He decides to say it .Just then , Amy comes up behind Kat .To Kat 's annoyance , Amy laughs .Woody smiles , sweetly .Kat 's on the spot . Embarrassed . Amy 's drunk - dancing and mumbling to herself .Kat ca n't take it .They both know they 're serious but Amy pouts and throws her arms around Kat .Kat 's furious but she forces a smile .Woody disappears just as Amy teeters and catches herself on the bar .Amy 's drunkenness turns . Tears well up in her eyes .Kat is blindsided .Then , as quickly as she went into the darkness , Amy pops out . She yells over to TJ .TJ comes dancing up , hands Amy a cigarette and a lighter . The crowd watches as Amy puts the cigarette in her lips , pours the shot into TJ 's open mouth and lights it on fire with her lighter . Then she leans over and LIGHTS HER CIGARETTE ON THE FLAMES COMING OUT OF TJ 'S MOUTH . The bar erupts in CHEERS but Kat is left worried , troubled by Amy 's confession . A beat , then she downs her shot .

If you switch now, you might be able to stand up for the ceremony.

Which was understandable - you were one of the hottest girls at the American School, but I sort of thought you ` d be nicer. at least tell me why.'cause we were friends first.

The cheers ECHO in the night as Nick helps Ed walk towards his house . Ed navigates the pavement like it 's made of water . They reach the front door .Ed wobbles , then stands up by himself . Nick unlocks the door .Ed blinks at Nick .Ed bursts out laughing , pats him on the back , and walks into his house .

The bachelorette girls ride home in `` The Pub Prowler . '' It 's a senior citizen med - van that 's been pimped out with a full bar and an all - shag - all - the - time interior . The girls are drunk and rowdy . Kat climbs up behind the DRIVER and taps her on the shoulder .The Driver gives Kat a dubious look , then pulls up to a bank .

- Kat jumps out of The Pub Prowler and clumsily slots her ATM card into the machine . - Kat checks her lipstick in The mirrored security camera of a different ATM machine then flips through a stack of credit cards . She pulls out a different card and slips it in . - ECU on screen : MAXIMUM WITHDRAWAL # 200 . Kat 's at another ATM . In the Prowler , a couple of girls heckle passers - by as Kat rifles through her cards , desperate for some un - maxed plastic . - The Prowler drops off a couple more girls . Kat walks back from an ATM and gets in .

Kat and Amy wave at TJ as she trips out of the Prowler and stumbles towards her hotel . TJ waves back with a bright , happy smile -She whips around and throws up in a topiary . In the Prowler , Amy and Kat wince . TJ whips back up .She waves at Kat and Amy and trots past the STOIC DOORMAN , who holds the door open for her .

Kat and Amy stand in the driveway . They watch as the Prowler pulls away . Amy is about to head next door , when she turns to Kat .Amy reaches out to hug Kat . Kat was n't expecting the hug and it 's awkward . Amy senses it and pulls away .With a post - Bacardi 151 suddenness , Amy 's face contorts with shame . She recoils , an angry tear running down her face .Amy is suddenly in terrible distress .Kat wants to say more but Amy is already walking away . Kat turns towards the house and just catches the light shutting off in her upstairs room .

Kat shuts the front door . She leans against it for a moment to get her balance , clear her head .

Kat sits at the kitchen table , a glass of water in front of her . She downs three aspirin and stares into the darkness .

Kat starts up the stairs . The first step CREAKS loudly . Remembering countless school - age sneak - ins , Kat flattens her foot against the back of each step and soundlessly walks up the stairs .

Nick is asleep in Kat 's bed , bare - chested under a single sheet . The CAMERA FINDS Kat standing with her back to the door , staring at Nick . Nick stirs , opens his eyes , and rises onto one arm .Kat walks to him , takes his hand .

Kat leads Nick down the driveway towards the BOAT TRAILER . On it , the twenty - six - foot CABIN CRUISER with peeling paint . Kat unbuttons the weathered cover and peels it back . She climbs up a ladder and hoists herself into the boat . Nick smiles at the strangeness of this , then climbs in after her .

In the cabin , Kat flicks a couple of switches and a row of lights flicker on . She flicks another switch and a piercing sea - horn BLARES the `` William Tell Overture . '' She scrambles to turn it off and checks the house for activity . A dog BARKS in the distance . Relieved , Kat pushes a tape into an old radio . MUSIC limps through hollow speakers . Kat leads Nick into the cabin and onto the bed . Without taking her eyes off him , Kat starts to slowly undress . Her shirt drops to the floor . Then , a moment later , her skirt . Kat breathes deeply then reaches behind her back and flicks open her bra . We watch Kat 's face as she lets it fall to the floor . Kat is indeed a woman who does n't do naked - this is killing her . On the bed , Nick does n't say anything , just watches . Kat wants to read something into his stare . Longing , desire , anything . But he 's utterly inscrutable . It 's both unnerving and extremely sexy . Kat steels herself and removes her underwear . She loses her nerve momentarily and pulls them up again . Finally , she slips them off and tries not to laugh as she scurries onto the bed . Hovering lazily in the waking dream of interrupted sleep , Nick gazes at Kat . In a trick of light , the cabin windows glow liquid , as though the moon were reflecting off water . Nick runs his hand across Kat 's waist . She 's trying to hold back . He knows it and likes it . He takes her face in his hands and kisses her . It 's amazing . A different kind of kiss . They pull back and look at each other . In one swift movement , he flips Kat underneath him . Suddenly , the space between them collapses and they attack each other .

Kat 's house beams in the scarlet light of dawn . Two BIN - MEN walk down the driveway toward the bins . They grab three bins and drag them noisily past the boat parked in the driveway .

CLOSE ON Kat and Nick , asleep , their faces pressed up against each other . We PULL BACK to reveal Kat and Nick entwined , naked . We PULL BACK further to reveal that they 're covered with a fleece blanket and a pile of life vests . Nick opens his eyes and looks at Kat , who is as calm and content as we 've seen her . Then , he realizes where he is . It 's like waking up in a strange hotel room , only weirder because it 's a boat . in a driveway . in London . Nick carefully extricates himself and begins to dress . We 've seen this scene a thousand times before , but Nick 's escape is breathtakingly precise and practiced .

Nick climbs down the ladder of the boat just as the Bin - Men are returning the empty bins beside the garage . Nick gives them a nod .The guys nod back and finish their job as Nick sneaks toward the house .

Victor and Bunny sit at the kitchen table . Victor 's buried in the International Herald Tribune crossword puzzle . Bunny looks out the window and sees Nick creeping towards the house , shoes in hand .Victor looks up from his paper . He sees Nick , snorts , and goes back to his crossword .

Kat 's eyes flutter open . Her hair is plastered into an impromptu quasi - beehive . She looks down at her `` pillow . '' It 's a buoy . Kat suddenly sits bolt upright . She grabs a life vest to cover her naked chest and looks around in horror . Then her eyes widen as she remembers the rest of the night .

Kat slinks towards the house , retreading Nick 's walk of shame .

Kat 's almost to the house when she hears a loud , POUNDING . She looks up to see HER FATHER tapping on the window and laughing at her . Kat 's mortified , but ca n't help smiling . She waves and keeps walking .

Kat looks around frantically for something . She finds her purse and checks to see if the ATM money is still there . It is . She breathes a sigh of relief , then , hearing footsteps , hastily stuffs the wad back in . Nick opens the door , carrying a breakfast - in - bed tray . Kat spins around , guiltily .Kat slumps onto the bed . She has n't gotten her land legs back yet .Nick is taken aback . He sets down the tray . He 's not sure what to say , then makes a decision .Kat looks surprised , then skeptical .She stares at him long and hard .Kat disappears and Nick bites into a Saltine as the shower HISSES on . Then something catches his eye . It 's Kat 's purse lying next to the bed . Stuffed on top , A WAD OF MONEY . His brow furrows , Nick picks it up and leafs through the stack of pounds and euros .

In the shower , Kat lets the scorching water punish and purify her .Startled , Kat peeks her head out of the shower curtain and sees Nick holding the pile of money .She retreats into the shower , yanking the curtain closed .Nick pulls open the curtain and Kat instantly stops her pantomimed self - flagellation .Naked in front of Nick , Kat is trying not to flinch .Kat wants to slip down the drainpipe . Nick looks at her , considers his words carefully .Now Nick has to really try to stifle a laugh . Nick puts the money on the sink . He goes to leave , then turns back .With that , he walks out . In the shower , Kat gently bangs her head against the tile . She looks down and notices something .

Nick and Victor are eating breakfast , the newspaper spread out between them . Victor 's still working on the crossword puzzle .Before Nick can react -Victor 's expression is inscrutable . Nick weighs his options and then -Just then , Kat walks in with an air of feigned nonchalance .Kat throws him a look . He chuckles . As Nick gets up to get himself some orange juice , Kat corners him behind the refrigerator door .Nick pours a glass of juice and offers it to Kat . Kat shakes her head .He smiles and sips his juice . She is outraged by his presumption -Nick walks away . Sits down next to Victor . Kat glares daggers at him . Nick smiles and toasts her with his juice . Just then , Amy enters in a flurry of cheerfulness , as if last night never happened . Bunny follows , carrying a clipboard .Amy breezes out .Kat 's stung . Nick watches out of the corner of his eye .Kat lowers her voice .Bunny looks over at Victor .Bunny squeezes Kat 's cheek and kisses her .This flip comment hits Kat hard .As Bunny walks out , Victor raises an eyebrow , then goes back to his crossword . Kat stands a moment , feeling awkward .Nick gives Kat a casual nod . She exits . Behind the BUSINESS section , Nick 's face is a mask . Then he smiles . This girl is nuts . A door BUZZES .

Kat enters and approaches SAL , 60 , a tough - talking , Cockney teddy bear .He smiles and heads into the back . Kat casually looks into the counter . Her face is blank as she scans row after row of engagement rings . Sal reemerges with two ring boxes . Kat takes the rings and smiles .She turns to go .Just then , the door BUZZES . Kat turns . It 's Jeffrey , tugging on the handle . Sal scowls .Sal BUZZES Jeffrey in and gives him the dirty eye before he disappears into the back .They share a moment .Kat jumps down his throat , instantly abandoning her false largesse .Kat laughs way too hard .Kat is about to walk out the door , but she ca n't help herself . She stops .Kat leans in and whispers something into Jeffrey 's ear .Kat tries not to do a little `` fuck - you '' jig as she walks out the door .

I heard you were back in town, kitty cat. You're here for the highland flings, I bet.

The one I made for you is the cherries. You hang onto it or give it back?

Kat strides away but Jeffrey catches up to her . She secretly smiles at the power she is exerting over him .Jeffrey sees Kat flinch . He knows he 's hit something . She looks away .Just then Nick walks up . He puts a protective hand on Kat 's back and shakes Jeffrey 's hand .Kat gives Nick an angry look as he pulls her away .

Kat , furious , charges up the stairs -Kat is infuriated . She huffs and pushes open the door .

Nick and Kat burst in , late . Glistening hardwood floors , mirrored walls . Eyes closed and hands clasped , Amy and Ed stand in a circle with SONJA , late 50 's , the melodramatic dance teacher . Kat and Nick join the circle .Sonja barely tolerates the interruption , closes her eyes and breathes in deeply .Ed cracks open his eyes to see if anyone else thinks this is a crock of shit . Nick catches Ed 's eye . Amy darts Ed a `` pay attention '' look .Kat 's grip on Nick 's hand tightens . Ed cracks open his eyes again . This time , he looks unnerved .Sonja claps three times .They all open their eyes wide .

The wedding dance is, sans doubte, the most important dance - moment in a person's life.

A room full of friends, family, enemies. watching, smiling, betting on how long the marriage will last. All you'll have is each other and whatever skills you acquire today.

There are people who will tell you that the wedding dance is symbolic of a couple's compatibility. Of a rapport that can not be faked. That an unskilled man on the dance floor is a man who lacks grace in bed.

She knows you better than anyone. You know her better than she knows herself. Where does that feeling live? I do n't care if it's your heart, your head, or your crotch. Find that place and dance from it.

Ed and Amy dance awkwardly to a standard as Sonja gives them instructions . ANGLE ON KAT AND NICK , dancing sedately , if awkwardly . There is still tension between them . Kat , contrite , dares a glance into his eyes .Kat gazes deep into his eyes . A long look . The longest she 's been able to sustain since the boat . She ca n't read him .Nick looks down at her , considering .Kat blinks , the power of his words hitting her hard . They dance a moment in silence .Nick smiles enigmatically . Then without warning - NICK SPINS KAT AROUND , THEN REELS HER IN TIGHT . In a hyper - romantic cinematic flourish , THE FLOOR SWELLS AND THE WALLS DISAPPEAR . The music sharpens as if it 's no longer coming from an old record player but from a classic MGM soundtrack . Nick and Kat are weightless as they glide across the floor . Their eyes stay locked on each other as though it were this connection , and not gravity , that keeps them on earth . Kat and Nick seem to slow down but the world stays at normal speed . ON SONJA , astonished . She stops and watches . ON AMY AND ED , as they notice what 's going on . They stop dancing and stare , too , slacked - jawed , as Nick and Kat float past , completely wrapped up in each other . Nick and Kat are incredible together . The music CRESCENDOS as Nick gracefully spins Kat to a perfect stop .Nick and Kat crash back to earth . They stop dancing . The walls close in and the music sucks back into the speakers .Kat blushes . Sonja claps her hands , happily .

Nick , Kat , Amy , and Ed walk out of the studio . Ed skips down the steps and onto the street . Then he realizes what he 's doing and abruptly stops .Ed grabs Amy by the neck and pulls her away . Amy laughs but Kat catches a look on her sister 's face . It 's not quite nervousness . It 's something closer to panic . Amy waves over her shoulder as they walk away . A BOAT SAILING ACROSS FRAME , WIDER TO REVEAL -

Victor tows the boat with an annoyed Bunny in the passenger seat . As they pull out of the driveway , they wave to Nick , who sits on a stone wall in front of the house . Nick talks on his cell phone , Kat 's bags piled high next to him , as Pigeons walk and flap around him . Kat appears carrying two bottles of water . When Nick sees Kat , he hangs up too quickly . Kat pretends not to notice . She eyes the pigeons suspiciously .Nick playfully pulls Kat down next to him . Spooked by the increasing number of pigeons , Kat inches away from them and closer to Nick . Kat frowns , suddenly pensive .Nick is n't sure he wants to get into this .They sit in silence . It 's not awkward , it 's nice . London beams under a rare cloudless sky .Nick does n't acknowledge her joke . Kat sneaks a look at him .Kat hides a smile as her leg touches his . They are both keenly aware of the contact .Nick puts his arm around her . Kat laughs .They sit in silence a moment . Just then , Ed 's parents drive up in a beautiful old Bentley . Ed 's mother reaches over her embarrassed husband and HOOTS the horn .

George drives through the lush countryside while Lydia carries on . In the back seat , Kat drops her head on Nick 's shoulder ; they 've clearly been enduring this awhile . KAT , NICK , AND ED 'S PARENTS - SCENE FORTHCOMING .

Nick , Kat , and Ed 's parents unload the Bentley and carry their bags up the steps of a stately stone mansion .

A small boathouse sits at the edge of a charming lake that borders the main property . Nearby , `` Jack Ship '' struggles to say afloat as PASTY KIDS sun themselves on the moored junker . Ed mans an elaborate grill as GUESTS in summer hats mill about . AT A PICNIC TABLE , Victor plays poker with Nick , Kat , and TJ . From the pile of money in front of him , it 's clear Victor 's kicking ass . Victor throws in ten pounds .She throws down her cards . Kat studies her hand and tosses in a bill .All eyes are on Nick .Nick looks down at his money . Ten pounds . He reaches into his pocket and pulls out a HUGE WAD OF CASH . Everyone is in shock but he does n't notice . He strips off a hundred , tosses it in the pot , and takes back sixty .Victor raises an eyebrow . ON TJ , looking at Nick . She leans over to Kat and whispers -Kat laughs and hits TJ .Just then , Nick 's cell phone RINGS . Victor plucks the phone out of Nick 's hand . Kat darts a worried look at Nick and reaches for the phone .Victor wo n't give it up . He answers .Kat and Nick are frozen as Victor listens .He hangs up the cell phone and looks quizzically at Nick .Victor snorts .Kat hides her relief . Victor throws in the cash .Kat throws in thirty pounds . Victor lays down a PAIR OF ACES AND TWOS .Nick lays down his hand . THREE KINGS . Victor shakes his head . Nick glances at Kat . She twinkles at him , then lays down a LOW STRAIGHT .She does a little dance as she swipes the pile of money toward her . Nick ca n't believe it .Nick rises from the table , but his comment lingers . Kat searches his face , wondering if he was serious . He holds her gaze a moment , then begins picking up the cards . Ed appears holding a plate piled high with bangers .Ed thinks about that .Victor calls out to Nick -Nick smiles at Kat and heads toward the boathouse . Kat watches with a hint of apprehension . FOLLOW NICK , walking across a carpet of pine needles . He passes through a latticework of shadows and steps into the boathouse -

NICK 'S POV : Amy and Jeffrey , their backs turned , are in the middle of an argument .Amy turns and sees Nick . Her face falls . Jeffrey sees him , too , and blanches , then badly covers -Jeffrey walks out stiffly and Amy , mortified , turns and stares blankly out the window .Amy turns around and looks at the tiny boathouse . Although it had looked perfect to us before , under her gaze , we see all the cracks and dirt .Amy 's expression clouds as her eyes fall on the bedroom door . Through the open door , Nick can see a small bed surrounded by bookshelves .LAUGHTER floats in from outside , an ironic soundtrack to Amy 's desperation . Nick pushes out the chair across from him . Amy looks at him a moment , then sits down .

Kat is standing with her mother , absentmindedly looking for Nick , when Jeffrey approaches .As Jeffrey walks away , Kat whispers to her mother .Kat follows Jeffrey toward the lake .

Amy is now sitting across from Nick at the kitchen table . Nick is shell - shocked .Amy does n't even bother shaking her head .Nick pushes back from the table . He 's at a loss for words .

Jeffrey speaks to Kat with disarming sincerity . Kat tries to keep her guard up , but despite herself , she 's listening .Jeffrey fumbles .Something catches Kat 's eye : Nick exiting the boathouse . Even from this distance , she knows that something is wrong .FOLLOW KAT , as she walks away from Jeffrey through a stand of trees and meets Nick . In the background , Jeffrey watches , confused , then walks away . Kat reaches out and touches Nick 's arm , tentatively .Kat 's tenderness finds its way into Nick . It takes him a moment to recover .They look at each other a moment .

Nick and Kat walk back to the main house . Side by side , they cut through a picturesque glen . Nick shoots Kat an anxious glance , deciding whether to reveal what he knows . Kat catches him and smiles back , sweetly . Nick takes her hand and kisses it , surprising her . His eyes turn back toward the house but he does n't let go of her hand .

Kat is getting ready . She 's up on her tiptoes , doing her make - up in the mirror . The radio is blaring Air Supply . Kat sings along , passionately , embarrassingly . Kat was clearly lying about not liking the cheesy greatest hits . She knows every word . Somehow , she seems different , freer . She 's singing like she means it .

Nick and Victor , sipping cocktails , stand on a back balcony overlooking the party preparations . In the backyard below , Bunny zips around , hissing orders at the STAFF .Nick wants to come clean but ca n't find the courage . He chooses his words carefully .Victor smiles , he knows what Nick 's talking about .A wave of nostalgia passes over him .Nick laughs .They stand in silence a moment .Victor gives Nick an intense but unreadable look .Nick 's not sure what Victor knows . He wants to assure him , to make promises . Instead , he says nothing . Victor and Nick look at each other , a silent understanding between them .

The rehearsal dinner is underway . Strung with paper lanterns , the yard looks enchanted . The usual suspects are packed around a candle - lit table , absorbed in lively conversation . Jeffrey , brooding , does n't engage , just drinks heavily . At the center of it all , Nick is quietly relishing being a part of this family dinner . Kat and Nick make eye contact . They 've finally caught up with the couple they were pretending to be at the beginning of the weekend . Bunny 's voice cuts through the din like a knife -I blame Tony for why my two girls ca n't seem to get along . Kat and Amy moan , here we go .Amy rolls her eyes , saves them all from Bunny by telling the story herself .Lydia is vaguely disgusted . She pulls a face . Bunny waves a hand in front of her eyes . This story always kills her .They share a private smile .Victor laughs , remembering . Bunny hits him on the arm .He chuckles again .Amy and Kat both ignore their mother , who 's misting up .They all think about that .Everyone laughs .

Many of the guests have gone . Empty bottles of wine litter the table . Only the immediate family , TJ , Nick and Jeffrey remain . Jeffrey 's still drinking heavily and Kat 's not at the table .

Kat pulls a bottle of wine off the top shelf just as someone comes up behind her . Kat feels a hand on her back , spins around and drops the bottle . Jeffrey reaches out and grabs it before it drops . She looks at his somber face , takes the bottle , and sets it back on the shelf .

Nick looks for Kat . Concern crosses his face as he notices that Jeffrey 's gone , too . Nick picks up a couple of empty wine bottles off the table .

Nick drops the bottles into a recycling bin then looks over at the basement door .

Nick stands at the top of the cellar stairs . He 's eavesdropping , partially concealed by the half - open door .Kat processes Jeffrey 's words , tries to be open .Nick smiles .Nick , almost giddy with happiness , moves away from the door , then back towards it again . Finally , he closes it quietly and leaves . Downstairs , Kat takes Jeffrey 's hand .Silence .Kat stares at him , blood pounding in her ears .She feels like she 's trapped in a horror movie . She 's got to get out of here . In a daze , she turns around and heads toward the stairs .You said I should tell you the truth . Kat stops dead , her jaw stiffens . When she turns and looks at him , her face is filled with loathing .Kat laughs . It is so close to tears , that the sound catches in her throat . She shakes her head , wearily , and mechanically walks up the stairs .

Kat emerges like a sleepwalker . She looks for Nick , does n't find him anywhere . She drifts toward the table . Jeffrey appears in the doorway behind her . TJ is the first to look up . She sees Kat 's face , sees Jeffrey , and knows what happened . TJ goes to Kat .Kat shakes her head and looks past TJ to Amy . Amy meets her sister 's gaze and instantly gets it . Desperate to keep this from Ed , she heads Kat off .Kat looks at Amy like they 've never met . Amy 's eyes are wild , silently pleading .Kat has never felt more alone . She looks everywhere for Nick . He finally emerges from the house and comes to Kat 's rescue , folding her in his arms . Kat holds onto him for dear life . Then -Kat pulls away from Nick , confused . As she stumbles backwards , all she sees is Nick 's face . All she hears is Amy 's voice , miles away .Bunny and Victor watch , confused , as Kat runs out . Nick runs after her as Ed approaches Jeffrey .Jeffrey looks straight at his best friend .Jeffrey puts his arm around Ed .

Kat staggers down the moonlit lane . She 's barely staving off a breakdown . Nick runs up behind her .Kat charges forward , blindly , as Nick follows .Kat 's anger swells , she spins around .Nick sees the pain in Kat 's face . It 's pain for Jeffrey , for the past .Nick is not used to being angry . He grows uneasy , hedges -Kat 's face fills with hurt .This stops Kat a moment , then -Silence . Each wants the other to fight for it . But neither does . Kat gives up .Nick 's had enough . He turns and walks away , leaving Kat stunned .

The party is over , the house lights low . Moonlight washes over Nick as he carries his packed suitcase to his car . Ed comes out of the house , jogs up to Nick .Ed hands him a set of keys .Nick smiles , wearily .Nick tosses his bag in back and gets in the car .

Kat stands at the window , her eyes puffy . She watches as Nick drives away , then she turns around . Her mom and dad wait in the darkened living room . Kat tries to be strong , but then she goes to her father , burying herself in his arms . Bunny hides a pang of disappointment as she gently touches Kat 's head .

Kat straightens up her room . A KNOCK on the door and Amy walks in .Kat keeps cleaning up .Kat turns on her sister , she 's smiling .Amy was n't ready for Kat 's intensity , she backs towards the door .Amy turns around and faces Kat , willing to hear anything .Amy looks horrified but Kat 's not backing down .Amy looks at Kat with tears in her eyes .Kat looks at her sister , sadly .Amy , stricken , exits . As she leaves , her shoulders start to shake . She is crying . Kat 's reflex is to go to her , but she stops herself . It 's too soon to forgive . She walks over and closes the door .

Nick stands , alone in the darkened boathouse , speaking on his cell phone .He writes something down on a piece of paper .He hangs up and sits down on the edge of the bed . He looks at the floor . At nothing .

Kat 's eyes flutter open . She 's not refreshed and she does n't feel better . The only thing that 's changed is that it 's morning . Kat looks up at the ceiling .CU ON KAT 'S FACE , STARING INTO CAMERA . SHE SEES NOTHING .

Kat 's make - up is flawless and her hair is perfect but her eyes are clouded with pain and sleeplessness .Bunny sits next to Kat in a barber 's chair .Kat 's trying to be light , but her eyes are a dead giveaway . Kat draws in a long breath , trying to summon some semblance of joy .She braves a glance at her mother 's face . Bunny 's not buying .

Kat stands in the car park behind the salon , furtively sucking on a cigarette as she pulls off an old nicotine patch . Choking , she throws down the cigarette as the salon door opens and Bunny steps out .Kat stands , stunned , as Bunny brushes her hand against Kat 's cheek .Kat watches , full of emotion , as Bunny leaves with tears in her eyes .

A series of images as Wedding preparations transform the austere church . A carpet is unrolled down the aisle . A bouquet is affixed to a pew . Programs are laid out . A HAND ZIPPING UP A SUITCASE .

Bag in hand , Nick locks up the boathouse and sets the keys on top of the door frame .

Limos wait outside both Kat 's house and the house next door . Bunny fusses with Amy 's dress as they walk toward the car . Victor and Kat follow , arm in arm . ANGLE ON VICTOR AND KAT . Victor looks at Kat , who is trying to be brave . It 's almost working .

Amy nervously fusses with her dress when Kat walks in . Kat stops when she sees her sister , glowing in a beam of dusty light . It takes Kat 's breath away .Amy tries to keep up her tough attitude but when she levels her gaze at Kat , her eyes cloud with a regret deeper than we thought her capable of .Amy takes her sister 's hand . Then lets it drop .ON KAT as this sinks in .

Kat pushes open the heavy church doors . Organ music floods out as Kat surreptitiously looks up and down the street . Victor appears behind her . Kat looks at her dad and forces a smile . Victor knows she 's upset .Victor stops and faces her , his voice full of meaning .Kat is overwhelmed but Victor continues .Kat thinks about this .Kat looks at him gratefully and makes a silent decision .

Kat speeds down the road in her parents ' car . The empty boat trailer clatters behind her .

Amy watches through a crack in the door as the GUESTS take their seats .

Amy paces nervously . Ed knocks and enters , covering his eyes so he does n't see her dress .Amy takes Ed 's hands away from his eyes . From the look on her face , Ed knows something is wrong .

Kat races through the woods , trying to keep her dress from catching on the branches that whip at her on all sides .

The Guests are all seated now , and the organ has begun its mood music . In the atrium just outside the church , the entire wedding party , minus Amy and Ed , is gathered , waiting .

Kat bursts into the clearing , her hair tousled , her dress nightmarish . She tries to catch her breath as she looks up to the porch of the boathouse . This is supposed to be the part where she sees Nick and they live happily ever after .

Kat desperately searches the rooms of the boathouse . By the time she gets to the kitchen , she knows it 's going to be empty . She opens the door , anyway . Nick 's gone . On the kitchen table , a brown envelope . Kat picks it up . Written on the front : KAT . She turns it over to open it . On the back it reads : `` IT 'S ALL THERE , TRUST ME . '' Kat laughs at how well Nick knows her . Her eyes fill with love .

Inside the car , Nick 's face is stoic as he drives , his carryon on the seat next to him .

Amy faces Ed , her eyes red and puffy .Ed is reeling , he just stares at Amy , saying nothing . Amy 's finally doing her penance . The silence is killing her .Ed shakes his head , trying to understand .Ed winces , remembering , then lets out a growl .Ed staggers towards the door .

Ed slams the door on his way out of the annex . He charges up the aisle , past the pews full of guests . Guests MURMUR in surprise . Ed picks up speed . He 's like a heat - seeking missile that 's found its mark : JEFFREY , stands at the back , chatting up a DUMPY BRIDESMAID . He turns just in time to see Ed running up the aisle . TJ spots Ed , too . Jeffrey 's seen this movie before -- - he knows he 's about to get his ass kicked . Jeffrey drops everything and starts running . At that moment , TJ grabs a FLOWER GIRL and uses the little girl to trip Jeffrey . He falls , scrambles back up and keeps running .

Kat trudges up the church steps , her head down . Just then , the door bursts open and Jeffrey flies out of the church and races down the street . Moments later , Ed explodes from the church and takes off after Jeffrey . Kat watches them run down the street , confused , then goes inside .

Nick 's staring straight ahead when something STREAKS PAST HIS WINDOW . Nick thinks he 's seeing things , looks in the rear - view mirror to investigate . Just then , ANOTHER FORM STREAKS PAST . Nick looks out the back window and sees Ed chasing Jeffrey down the street . Nick shakes his head , but keeps driving . This family is not his problem anymore . Nick wills his eyes to stay on the road , but then he ca n't help it . He looks into the rear - view mirror again . Almost despite himself , Nick throws the car into a U - turn . He catches up and pulls alongside Ed , who 's still chasing Jeffrey .Ed looks over at Nick , but keeps running , his tuxedo flailing . Nick keeps pace .Ed keeps running .Ed finally stops running . Wheezing , he bends over to catch his breath . Nick pulls over .

Back inside , Amy nervously awaits her fate . Kat enters . She wants to hug Amy , but offers her a tissue instead . Amy takes it gratefully .

Nick and Ed pull up to the church . Nick turns off the car . Neither one of them gets out .They sit in silence , the church looming in front of them .Ed 's clearly struggling . Nick lets him talk .Nick tries to find the right words of encouragement . Finally , he takes his best shot .Ed thinks on this a moment . Then he turns to Nick .

Kat pushes open the heavy doors to take one last look . She steps outside and the door closes , revealing - NICK , now dressed in his tux . He smiles at her .They take each other in .From inside , the WEDDING MARCH begins to play . Nick takes her face in his hands .Kat is speechless . Nick leans down and kisses her like he 's going to keep on kissing her forever . But then , he breaks away .

Nick and Kat stand in a dark doorway , facing the closed door . They share a secret smile in the dark . Just then , the USHER opens the door and Nick leads Kat down the aisle . As they walk , they exchange sidelong glances . Both are as nervous and excited as school kids . Behind them , Victor and Amy beam as they await their turn . Nick leans over and whispers in her ear .

In the background , Amy and Ed stand at the altar . They hold hands tightly , grateful to have lost and found each other . Nick and Kat peek across at each other . They both smile .

Kat speaks into a microphone , trying to deliver her speech . All around her , she sees faces : Mom , Dad , Amy , Ed , TJ . Kat looks down at a crumpled scrap of paper .Kat looks at Nick . He does n't have to do anything . He just is support .The GUESTS laugh . Kat looks at her mom .Kat raises her glass in a toast .Everyone clinks glasses . A few people sniffle or kiss their dates . Kat and Amy hold each other 's gaze . Nearby , Bunny watches her little girls with tears in her eyes .

The STAFF has already started packing up . Ed 's Father whispers something to the BANDLEADER and pulls his wife out on the dance floor . He spins her around as `` Ma Vie en Rose '' begins to play . She smiles , happily , as they dance . Ed tries to keep a very drunk Amy away from the present table . Slouching on the piano , TJ makes out with her date , Woody , the bartender . The CAMERA FINDS Kat and Nick on the dance floor .Nick gracefully spins Kat around ; they really do dance beautifully together .Kat smiles mischievously . Nick pulls her close . He 's finally going to tell her .Kat shakes her head , `` no . '' Nick swings her around in an elaborate dip and kisses her on the neck .Kat and Nick smile at each other as their dancing grows more effortless . In the background , Ed tugs a half - opened present out of Amy 's hands and puts it back on the table . She jumps up on his back and he happily carts her off to the loo . A HAND COUNTING MONEY IN THE BROWN ENVELOPE .

A WORKER finishes counting the money , closes the envelope , and tucks it in his pocket . The CAMERA PULLS BACK as he walks over to TWO OTHER WORKERS , who are scraping paint off a hoisted - up `` JACK SHIP . '' As the first star appears in the night sky , the music swells and we slowly make out the sounds of the greatest make - up sex of all time , echoing in the distance . FADE TO BLACK .

TITLE CARD A narration accompanies this passage : `` The events depicted herein were believed have taken place in Lake Tahoe , Nevada . All manner of record as they might pertain to these events have been seized by the Department of Justice ''

Wall - to - wall surveillance set - up . Two FBI AGENTS : DONALD CARRUTHERS 30 's and RICHARD MESSNER 30 's , man the post , staring at video monitors . Both hold telephoto images ; shaky , long lens shots of a mansion some distance away . Messner tacks photographs to a corkboard on the van wall . One is labeled `` Subject SIDNEY K. SERNA : UNDERBOSS/Sparazza Family . '' The other is labeled `` Subject VICTOR `` BABY BUZZ '' PADICHE LIEUTENANT/Sparazza Family . '' Voices begin emitting over the van 's speakers .Messner rides a digital console , tweaks frequency .ON THE MONITORS : The image pans , follows a figure moving behind the mansion 's windows , entering a back bedroom .Messner adjusts the record level , V - U meters spike , modulate . The figure on the monitors paces the room . WE SEE it 's Serna .Pause . Feedback . The agents trade looks . Carruthers grabs a cellphone , dials , patches a feed for the party on the other end to hear .SMASH CUT TO CREDITS The Ace of Hearts , spinning through mid - air , slow motion , end over end . Bullets blast big sizzling holes through it .

Alright, now Buzzy - this is, this is it, here, okay, so listen to me careful and wait till I'm finished ` cuz we got no room for slop.

- yeah, now lem me finish, I was eavesdroppin', so give me sec, lay this thing out, since the information might be a little loose -

So what I heard downstairs there is that they got a guy, some Swede, real badass, supposedly a `` specialist'' and they're bringing him over. Now he ai n't coming cheap - so, I'm thinkin' we jump, do this in the next day or so, get to Israel before the Swede can, we got chits, y ` see? We're in a power position. Grab him, ransom him back, pick up that nut, we're that much closer to having our own thing.

Trust me, we keep our mouths shut, go about our thing, play the part, nobody suspects us.

The old man's on the fade Buzzy, fuck him, y' know? And that hurts, I do n't like saying that, but hey, our livelihood, our lifeboat, y' get?

No question, no, you're right. We got ta do what's good for us now.

Y' got ta, y' got ta. But d'ya think they'll kick ransom for that little prick, assuming we get to'm.

Yeah, y' ai n't heard the punchline, yet and before I get to it, one more thing I heard, little curious, should probably bring it up. Primo wants Israel's heart. The actual thing, the organ.

- who can say. He's off his onion, y' know, he's old school Sicilian, this is how they hate.

Hey, we nab Israel, they pay t ` get'm back, I'll cut the fuckin' thing out m ` self, no extra charge. My thing is, we crew up, let's not fuck around, someone's cousin, some Zip off the boat from Naples, let's get pros, people who know how to behave.

Yeah, there's a pair' a broads I'm thinking might be good for this.

Chances are, they're gon na get into some shit too, hafta put people down.

Well just so I got a quote in my head. What's the rate for the Swede?

- so, I'm thinkin' we jump, do this in the next day or so, get to Israel before the Swede can -

Fuckin' thrilled t ` hear it. So the scout, the sitdown, y ` musta felt it from'em then huh?

That's what we're countin' on. What'd they say when you went for specifics?

- in a foot race right now. Really a matter of who out hustles who, y' know.

Basically - it'd really be the best thing right now, yeah. Ca n't give up the ship now Buzzy -

Okay, so. you're here, really nice is n't it? Brisk weather, but nice.

So, just jumpin' right in, just in terms of this thing, our thing. I spoke to Lorenzo this morning, he says y' got somethin' more or less put together, plan' a attack and me and my associate Mr. Serna, who I can put on the phone hear, we'd love t ` hear it.

We ai n't askin' ya t ` take us through, soup t ` nuts or ` nuthin' like that, I jus' like t ` hear the broad strokes, y' know, so we can get an idea -

Lil' cagey, y' know, do n't like t ` share trade secrets, that type'a thing.

Well, uh - damn, alright, so he's headed in, does that - where does that leave us?

So we got ta get t ` Israel pretty quick for this to fly, yeah? I think?

So the wiretaps we conducted on Serna and Padiche, the mention of Israel's heart?

I tell you, engineering this kind of play against Sparazza, going to the lengths these guys are going to. they're playing some long odds.

Why were we never shown these files? We're sitting on Sparazza for what? Six months now and we're just seeing this?

Did you know that he's has had thirty - six major medical procedures performed on him since 1953?

- look at this, look at the work he's had done ; nose, three times, eyes, eyelids, chin, jaw - he's had his jaw done a dozen times. You take every hasbeen actor in Hollywood they have n't been cut this much.

Unreal, this guys jacket too. Wall - to - wall major felony offenses, murder, extortion, arson, grand larceny -.

- A paternity suit. I just feel like we're playing catch - up with all this and we should n't be.

Based on what we had, I thought Sparazza was a mid - level player at best and it turns out he's this mob relic, running the show out west.

But the Bureau knew Sparazza killed Heller. Why not go after him, guns blazing' for that one?

Yeah, but the Untouchables took down Capone. Heller got shot and killed. The bad guys beat him. Worse, Sparazza walked.

What about the hotel staff obstructing us. Israel's obviously paid off the management.

Double homicide, gunshot vics, both of'em dumped in the lake. That's where the Sheriff's task force is.

Dep - Deputy, I'm going to put you on speaker, I have Agent Carruthers in the car with me.

Alright, deputy, we'll be there as soon as possible, until we arrive, I need you to limit physical access and restrict movement to and from the crime scene. Clear?

Yeah. Have you been able to get through to the Nomad's security?

No, no clarify. What is `` an emergency requisition of surrounding personnel?''.

Within one - hundred mile radius, understood - Sacramento, Reno, Carson City. So in less than an hour, we're going to have anywhere from forty to fifty odd field agents arriving, without the slightest inkling as to why they're here. Is that correct? Am I misinterpreting that or -.

No, I'm not blaming any one person, this is Bureau directive. But Agent Carruthers is the SAC and he's out of cell range at the moment, so I ca n't contact him to -.

Very well. I need to get Deputy Director Locke on the phone as soon as possible.

The guests that are n't able to leave need to be confined to their suites. And under no circumstances are they to venture out, for any reason. Have the staff make calls to that effect.

- run both those names through the D.C. database. Call San Francisco, see if they've got anybody in the field doing collateral inquiries for -

This man wearing the jacket identified himself as an Federal agent?

And when you saw him later, he was wearing one of your security jackets -

We may have a man posing as one of us. Get a tactical team assembled. We need to get to the penthouse level immediately.

Two man cover formation, far end, the elevator is open, possible aggression inside, watch for fire -

F.B.I. YOU'RE UNDER ARREST! PUT HER DOWN, GET UP AGAINST THAT WALL!

What the hell - What is this!? People died. Agent Carruthers is dead!

Your friends were taken to Carson City Memorial, they're going to be autopsied and shipped back for burial.

You're going to tell me why no call was made to inform us that the Israel situation had been `` altered.'' Why I - and my friend and partner, whose body is going into a furnace tomorrow, were not sufficiently apprised of Bureau movement on this matter.

The Swede is n't a hitman, is he? He's a surgeon. Sparazza did n't want Israel's heart for a trophy, he wanted it for a transplant. why?

You realize that Sparraza has had thirty - six major medical procedures performed on him since 1953? Elective plastic surgery, every single one -

Did Sparazza become more valuable than Israel. and did you make another deal?

while Carruthers and a dozen others lie dying, you debate semantics. The Bureau's betrayed us.

. I gave all my belief and the better part of my soul to this Bureau.

Neon - framed doors fly open as a slicked - back chump with a store - bought tan strides out onto the strip , swinging underage bar - bait on each arm . He 's all strut and punk swagger , grinning like a geek who just struck gold .

Buddy Israel, nicknamed `` Aces'' Born a bastard, mom Laverne chased the pipe dream from a Dairy Queen in Kansas City to the Vegas stage. Two months after stepping off a Greyhound, she gets knocked up by some hood.

Biological abandons her and the showgirl thing goes sideways so she winds up working as a magician's assistant to make extra cash.

And young Buddy learns everything about cards from this Mandrake motherfucker his mom is working for.

But magic man was also a degenerate gambler and got caught dealing bottom - deck at a mob - owned poker parlor.

Point is, he passed on all this slight of hand shit onto Aces and the kid is sick with it. By the age of twelve Buddy Israel is positively prodigal with a deck of cards. By sixteen, he's headlining the MGM's main room.

This punk is pulling down ten bills a night and more showgirl geech than you can shake a stick at. Four years of sold - out shows, he becomes the unofficial mob mascot

By the tender age of twenty - one he's breaking bread with the wheels, keeping company with major muscle. And it goes to his head in a big way

Wiseguys start to think this sonofabitch is a mystic, something special. and Aces plays it up, lets the legend grow, takes time off from his stage act and starts showcasing the chip on his shoulder.

He buys into his bullshit, building street cred, he's got plans and pull, he's makin' plays, living the mob life for real. Somehow, it takes : Lounge act turned legitimate thug.

In reality, he does n't know the ball from the bounce. He's not a crook, so he starts fucking up fast and picking up speed, putting a floodlight on the whole Carlotta organization. Cops get curious, start camping out, compiling names and faces and pretty soon Israel's bullshit has brought the heat to bear on none other than Primo Sparraza -

Then you've both been living under the same rock, ` cuz these cocksuckers are infamous. Three brothers, same skank mom, different deadbeat dads, used for that suicide - kamikaze style shit. You heard about that huge shoot - out in Cleveland?

The Teamsters had a reform measure going to ballot that did n't sit too well with the local syndicate. Night of the polling, big black - tie to - do downtown and the Tremor Brothers crash the party. Literally.

Donald McGarey, the local union rep, is the mark. The Tremors go ripshit riot on the whole club, seven people dead, twenty - eight wounded. Just to get to this one guy.

- And they get it about as good as they give it. In the melee, one of the brothers catches blowback from a jammed piece and is temporarily blinded, the other takes bullets to the lower back and ca n't walk. The third gets popped in the neck and passes out. McGarey gets out of the club alive. and not much further.

They're speed freaks, neo - nazi's. Sworn to the swastika, supposedly read and recite `` Mein Kampf'' like Mother Goose. And these motherfuckers can go megaton at the drop of a hat.

The bond on Israel expires in eighteen hours, after that, it's a jump ball. Our window is now.

His law firm, same one that hired me. Israel walked out after he made bail and nobody's seen him since.

I know his location, we've got the drop of a maybe half a day before that location gets grape - vined and the rest of the world gets hipped.

Rip, my right hand to God, we're gon na go in and recover this asshole and everybody's gon na leave the theater grinning. Trust me.

Same place that rents the guard's uniforms. There's a shift change at 9am. Graveyard goes home and we can blend in with the day shift coming on.

We'll have to get our hands on them. There's two separate units ; Casino Floor/Count Room Security and General Hotel Security -.

Then quit acting like somebody shit in your cereal bowl. Reed just gave us fifty grand.

Two security levels, the one we're going in under the guise of, hotel security, has restricted access. They're mostly there to monitor the lobby, handle disturbances on the different floors and toss out drunks.

There's a thirty - five member employee rotation going from graveyard to day shift. If we split up, we can blend in and enter unnoticed. Once we're inside the hotel, we'll regroup.

If I needed your I.D. and your car and me and my brothers were wanted by the law, I woulda killed you to get'em too.

Oh hell yeah. We's just in the wrong place at the wrong time. So do n't feel so bad dude.

I do n't mind now anyway. You know, up here in Heaven, it's beautiful. Way better than fuckin' Hawaii or any place like that.

I'm glad I'm here. I love it. I'm gon na get laid by some fine ass angels and then go hang out with Jesus and them.

I got it made in the shade Amigo. Hey, I'll see you up here some day, do n't worry.

Do n't tell your asshole brothers you know about it, that money is for you old boy.

A row of chorus girls , gilded like gold - flaked flamingos , rubbing coca - butter on bare midriffs . THE CAMERA FINDS Buddy 's mother LAVERNE , prominent bulge , seriously pregnant , she 's arguing with her employers , trying to suck in her belly , yelling `` bullshit , you just have to light it right . ''

Second rate dive bar . Laverne Israel assists a pompadour - maned MAGICIAN on stage . In the lounge , sitting on a stripper 's lap , a young Buddy plays with a deck of cards .

Bamboo - style ceiling fans circulate cigar smoke and shitty attitudes . At a billiard table in the back : JACK DUPREE , 40 's , third generation Bail Bondsman , talks with HOLLIS ELMORE , 30 's and `` PISTOL '' PETE DEEKS , 30 's , ex - Vegas vice cops . As Dupree speaks , WE SEE the scenes behind the story :The magician being brutally beaten - pelted with poker chips , kicked in the chops , pissed on , the works .

The Magician , full body cast , taking his meals through a straw . Young Israel labors over him , performing card tricks .Buddy , cards and coins dancing off his fingertips , dazzling sold - out crowds . Laverne Israel sits in the front row , decked out in ankle - length fur , applauding wildly .

Dupree rounds the table , lines up a shot , leans over it .Buddy meets mob hierarchy ; silk suits and pinkie rings .Buddy , poolside , glass of top dollar Dom in hand . Chicks , Coopertone and chasm - deep cleavage abound .Buddy , tipping a craps table , attacking the stick - man , stripping off one of his gold chains , going garotte .

Sparazza is rumored to have performed in excess of one - hundred and thirty contract murders, including one of the bureau's most celebrated agents. Freeman Heller. You heard of `` The Turnpike Murders'' that was Sparazza.

No. He worked for the O.S.S. before joining the Bureau in its heyday. He was the first operative assigned with infiltrating the mob.

Full immersion and assimilation, fake identity, falsified background, everything that is now standard operating procedure, Heller implemented, way back when.

And as a result, his undercover work was wildly successful. He eventually reached the rank of Capo inside the Carlotta crime family. but through some internal slip - up, his cover was compromised and Primo Sparazza was given the contract to kill him.

There was n't enough evidence to bring formal charges, so the case never went to trial.

Sparazza is a bit of a specter. Over the years, the serious crimes with which he was thought to be involved, including Heller's murder, could never be traced back to him.

A dedicated viciousness and a slavish devotion to mob doctrine had Sparazza's star on the rise. So the mob relocated him to Nevada and he became the unofficial head of the Las Vegas LCN.

Sparazza was the one who introduced Israel to the life, gave him his first big break, brought him through the ranks.

His hand - picked protege, successor to the throne. and Israel played the situation very shrewd.

Slowly amassing the loyalties of Sparazza's top men. with plans of toppling the throne.

In doing so, he plunged the Carlotta organization into a civil war, splitting the family into dual factions. Sparazza on one side, Israel on the other. The infighting that followed drew the interest of nearly every major investigative body operating under the canopy of the federal government.

Presently there are sixteen state and federally funded agencies, running concurrent criminal probes on select members of the LCN. With Israel being the primary target in virtually every investigation.

His testimony has the potential of blowing the lid off what's left of the La Cosa Nostra is this country. That alone warrants total immunity from prosecution and and a vanishing act with Witness Protection.

- Your intel corroborates what we already know. Sparazza's health is in rapid decline and before his date with destiny, it seems he wants one last thing. The heart of his sworn enemy. A recently opened, cash rich escrow account has been traced back to Sparazza. This and the mention of this mysterious Swede makes the million dollar contract on Israel very real.

Like Pasquale Acosta, blood money mercenary. His countrymen have dubbed him the more dubious `` El Estrago''.

American educated, fluent in over a dozen languages, did journeyman's work for CIA funded `` G - 2'' and `` Archivo'' death squads in Guatemala and Chile. noted for his legendary torture techniques.

Sought for war crimes and human rights violations in eighteen different countries. When he was caught by the SAS in Northern Ireland and imprisoned, he chewed off his fingertips to the bone before he could be printed and ID'd by Interpol.

On an extradition flight back to El Salvador, he murdered a security detachment and vanished.

Possibly. Acosta is pure mercenary. And a million dollar hit fee will draw some huge flies. But forget about Sparazza's money for a moment and remember, there's no shortage of those who want Israel killed and no shortage of cash to do just that.

We lose our case. Twenty - four hours from now, he's scheduled to meet with federal prosecutors. His agent, a man by the name of Morris Mecklen, has guaranteed us that he'll enter into protective custody once his deal is approved.

We've been monitoring Mecklen's calls and have learned that Israel is staying in the penthouse level of the Nomad Hotel and Casino in Lake Tahoe, Nevada under an assumed name.

Israel's legal representation, the firm of Culpepper, Brody and Reed, which is currently the subject of a joint SEC and Treasury Department probe, were left holding the bag after he skipped bail. Over three - quarters of a million dollars on a bond that's set to expire in less than a day. Rupert Reed, one of the firm's partners, has learned of Israel's whereabouts and dispatched a local bondsman by the name of Jack Dupree to pick him up and return him to Las Vegas. that ca n't happen.

We have a Gulf Stream standing by at Reagan International to transport you two to Lake Tahoe.

It's very simple gentlemen. Valacchi, Fratiano, Gravano - no former witness against the mob has been as crucial or has brought more to bear on the potential dissolution of The La Cosa Nostra, than Buddy Israel.

then it is being made by those of the strictest professional caliber.

They are cold - blooded, ruthless, and without restraint. and they must not succeed.

Yes? Yes sir. I'm looking at it now. what does this - mean exactly?

No, the two of them attached, Agent's Carruthers and Messner. I'd like to notify them immedia -

When he was caught by the SAS in Northern Ireland and imprisoned, he chewed off his fingertips to the bone before he could be printed and ID'd by Interpol.

We have to transport Mr. Israel to Las Vegas, time is of the essence. The gulfstream is standing by on the jetway at Tahoe International. I'm sorry, I'm restricted from disclosing anymore information. Return to Washington. You'll be debriefed in the coming days.

for a press release. Officially, he took his own life, suicide by hanging, something of that sort. Basic bullet points - despondent over the turn his career had taken, troubles with the law, history of substance abuse and so on -

You were given instructions to get on that plane and return to Washington -

- Brought against Sparazza by Israel's mother Laverne who was nineteen at the time. They had a brief affair which Israel was the by - product of.

Dr. Sven Ingstrom is head of cardiology at Stockholm University and the foremost heart specialist in all of Europe -

Sparazza was in failing health and looking for a donor. The son who had betrayed and burned him so thoroughly seemed a obvious choice.

Yes. The actual contract went to Lazlo Soot, the man that plunged to his death from the Penthouse yesterday. He was to neutralize Israel's entourage and prep for the removal of his heart. Ingstrom was to handle the surgery itself on - site with the assistance of Dr. Gregory Gill, Israel's personal physician, who was also on the Sparazza payroll.

Information was arriving all day yesterday. When we finally figured out who Sparazza actually was, we -

It was n't elective. It was undertaken to save his life. And it was n't cosmetic, it was reconstructive. Look at the date of the first procedure.

Primo Sparazza was Heller's alias. He went deep cover in 1940 and stayed under for over ten years, amassing materials against the mafia and other criminal syndicates. He may have ripped the organization wide open, pre - Appalachia, but his superiors were convinced that he had gone rogue, swapped allegiances. So they gave the order to terminate his cover.

He survived the shooting but the injuries he sustained triggered a degenerative bone disease that required constant surgery, forever altering his features. so he assumed his alias full - time. The figment that was Primo Sparazza became flesh and blood.

The agents of that era are all dead and gone, history had defaulted to fable. until now. You can imagine the shock this sent through the corridors of power in D.C. Heller's op predates the second world war. That's over sixty years of intel. Do you know how valuable that could be? The man's a treasure trove.

Israel's agreement with the government was tossed out. We're now attempting to rehabilitate him to the point where a transplant can be attempted.

I'll overlook what you've done here today in light of what's taken place. You've been fully debriefed. Now I want you to return to D.C. immediately and make no further inquiry into this matter. I mean it. It's closed.

WE RECOGNIZE Carruthers and Messner as the two Agents from the Padiche/Serna surveillance . They are sitting with F.B.I. Deputy Director STANLEY LOCKE . A debrief is in progress . SUPER : WASHINGTON , D.C. . A Mafia Family Tree has been erected behind them with a photo of Primo Sparazza at the top .FREEMAN HELLER , 20 's , clean cut Cornell grad , class of 1937 . He 's on a pistol range , scoring perfect marks .Heller , outdistancing the rest of his recruiting class in a training run , nearly a mile ahead of the next man .Heller oversees every aspect of his transformation , radically altering his appearance , adding different mannerisms , an accent , etc . befuddled FBI brass can only look on in awe .

A '51 Ford Fairlane , flush with an embankment , bullet perforated , dead - body draped . A top - coated gunman -LRB- presumably Primo Sparazza -RRB- stalks the vehicle 's sole survivor , FREEMAN HELLER ; faux mafioso , full - time federal agent .Heller collapses , the gunman looms over , levels a .45 , FIRES .The gunman slinks back to his car as we -

Locke stands , distributes files .A PHOTOGRAPH of PRIMO SPARRAZA , sharkskin suit , vintage 60 's coif , posing in front of The Riviera with a dour , pissed - off Frank Sinatra .Sparazza and Israel , Casino grand opening , flashbulbs burst .A MONTAGE OF more photo - pos , Buddy Israel posing with mob power brokers , playmakers . smiling all the way to the top .Buddy , late - night conspiratorial confab with Sparazza soldier .MONTAGE Stakeout teams snap photos - plant bugs - wire hidden cameras .CUT TO SCENE Israel sits with a group of FBI agents , discusses a deal .Israel is walked out of the room as we CUT BACK TO :

Only the mention made in that phone call. There's no Swedish hitman of any renown, much less one with a million dollar day rate.

Spotter on the lake confirmed Israel. Penthouse level. There was apparently a fisticuffs with some prostitutes. He was n't involved. He's also had his people phone a local madame for another group of girls.

Welcome to the new Bureau. Nobody shares information anymore, it's become synonymous with job security.

He's stayed below the radar. You do n't kill a hundred and thirty people without knowing how to tip - toe.

Heller was buried in agency lore, anytime an operative failed or was perceived to have failed, Hoover blackballed their memory. Look at Ness.

It's almost five a.m. in D.C. now. Locke said the lawyers from Justice had been in there since three o'clock yesterday afternoon. Israel's manager is acting as his attorney and that's what's holding things up.

No. And I want to be in that room a half second after Mecklen calls to say the deal's done. We've got a sheriff's task force on stand - by.

Tampering with a witness extraction of this magnitude makes everyone indictable at the federal level.

Trust me, we wo n't any problems with the hotel staff. You show'em your ID with the letters `` F.B.I.'' in all caps and it's instant compliance. I've seen in happen a hundred times.

That's happening in about ten minutes. Israel's at optimum risk of flight right now, so we ca n't wait.

Have them mobilized. I'll phone security and have the elevators locked down and stairwells secured. We need to keep Israel sequestered in that penthouse.

- Miss, I've been transferred and I was disconnected. No one is answering and I need someone from security to pick up that line. It's urgent.

I'm going over there. You take the car from there, get out to the lake.

Special Agent Donald Carruthers. We've got a situation developing here in your hotel.

I need to get to your penthouse level immediately, I also need every other elevator with access to that floor evacuated and locked down.

And so I get this straight, we got ta go in, bust on this punk and remove the heart? Is that for real?

We got ta lay something out, strategy - wise. Somethin' tight. Y' go in there ad - libbing, it's y' ass.

` Cuz we do n't need to draw any more shit down on our heads. We hit whoever's between us and Israel. I do n't want to dead the whole floor and I do n't want to be killing women no matter how they make a living.

When them tricks hit the lobby, holla at me and I'm gon na meet them on the way up, blend in. Once I get inside, I ` mma put m ` Nina to Israel's head and back out hot. Anybody's fucks with that program, y' break'em off. They get gully -

Jus' remember, this is more rescuin' shit than rampagin' shit. What are you shootin'?

You got the fifty up? Bitch y' tryin' t ` take down a jumbo jet? Blown the moon out the sky? T'fuck you wan na get that grimy?

Damn, this kevlar ridin' up on me, I wish they made this more sheer.

You know I burned all his shit. All that vinyl. Chalamar, Funkadelic, I burned his turntables too. They was like three - thousand brand new.

Girl, lem me ask you somethin' and I want you t ` tell me straight up, since I got my suspicions and y' know I ai n't one t ` talk circles. you gay?

- I do n't know, I feel like you always pushin' up on me, gettin' close and I love you baby, in every way you can love a bitch, ` cept that one.

I'm on my way out, I'm just gon na hang in the hallway until they start up in the elevators.

Not you. Some assholes on the elevator. are these bitches on a permanent smoke break or what? Why the fuck they call'm `` working girls.''

No, but that definitely sounds like shots and I do n't where it's comin' from -

- I thought we had secure frequency. Aww girl, tell me this mafucka ai n't goin' off right now.

Shhhhhhit. girl, there's these two dudes, just sittin' here in this elevator, all shot up.

They musta been beefin' big time with one another, cuz this shit, got way past words, whatever it was.

Girl one of these fools has an FBI badge on him! Is this the one that was doing the inspection?

You jus' lay still, we goin figure out what the fuck ya'll were up t -

What I got i - a Gerald D - go and a Donald Carruthers here. Now w - ch one of -'ll - s for real?

Shar. Fourteen, I'm pinched - I need some heavy shit, fire - from - heaven. my count.

Jus' keep doin' y ` damage girl, keep these mafuckas off my as -

Girl, I'm inside, I'm on my way up - this elevator is going to the Penthouse - can you hear me -? Baby, can you hear me -

Know a killer motherfucker. know they voice. Know they feel. and know you ` bout to die by one.

And a deep, dark one at that. Now if you ai n't a dog, which you do n't look like -

Well, if it's any comfort, I's goin' in to there to act a fool baby.

I probably woulda busted on you too. and what a shame that woulda been.

You do the right thing. Sit with me while I heal, let it develop slow.

Do n't play out this string, ` cuz it's real short I did n't do your man downstairs. I found him that way. Now whether or not you believe that ai n't the least bit important. We either goin' work this out and live, or stay doin' the shit we been doin' and die. Now I got no beef with you, or wit ya'll bureau. so you better off jus' movin' on & lettin' us be.

Greasy spoon soul food joint , packed lunch counter . Meet SHARICE WATTERS , 33 and GEORGIA SYKES , 24 , Ebony stunners , ghetto queens , street assassins . They are sitting with their booking contact , LORENZO WYMAN , 41 . He holds up a copy of a bank telex , sliding it across the table .Watters takes the telex , gawks , shows the numbers to Sykes .Watters twirls her long braids , looks over at Sykes .

Naw baby, they heard about that Triad hit, the work ya'll put in and they recognize the skills. And this ai n't no tryout, tap - dance `` show us your shit'' thing neither - if ya'll want this then I ` mma go git it for ` ya.

So me and Sis here, ` cuz we got a rep on a rise, we chipped some nails on some niggas, they want us to drop this mafiaoso so and so, magician, whatever - the fuck he is.

S'way it works girl. Ya'll done dirt, ya'll peeled some serious caps. Word travels.

No, no, no, y' got ta go in and get him, pull'm out of wherever he at, forget all that other shit, that's just f ` flavor. I'm still getting lil' bits' a this - n - that from this cat Padiche, the man contacting me. Right now, what we got -.

He said that the shit could get hot, could get heavy. I said good.

`` Soot, Lazlo Soot.'' Lotta folks want this white boy clapped. Soot could be workin' for one'em.

and when he moves on somebody, they the last ones t ` see it comin' -

Forty - five apiece for you two, ten percent finders fee for me.

Right mafuck'n now girl. Fast as we can get you there. We wait any longer, someone goin' dead this fool.

Three hours t ` the east. S'day trip. Pretty this time a ` year too.

We sat down with Padiche, he tried to get some details which we was n't gon na give up, but it's all good. We goin' check Sis in first, ` fore I check in across the street.

Although if we sweat that one up, we goin' need some clean sheets.

. If ya'll let hoochie like that stay up in here, ya'll must be burning sheets by the ton.

You just goin' grin? Y' ai n't goin comment on that, at all? Trampy ass skeezers, doin' damage they ai n't even smart enough to see. That do n't gall you at all?

Bitches like those are the same ones runnin' feminism right to the brink girl. Bitches like that the reason mafuckas do n't take our species seriously. We jus' meat for male consumption, we jus' pieces a ` ass and pussy, somethin' pretty in lipstick and eye liner can suck cock.

Bitches like that make me weep for what could be - if we could all, sisters everywhere, black, white, yellow and brown, put our shit down one time, unified front, the force of the female race, mobilized, moving as one.

Nuthin', we cool. There was somethin' about a fed being in the building.

The try t ` wild out on my boo and it's on and crackin'! I'm layin' niggas out.

Mmmm. I tell you, I snuggle up with big girl here and my pussy start t ` drip.

So you heard from Keith? He still fuckin' with that ` lil light - skinned girl?

He a dog babydoll. He a great dane. I tried to tell y' after ya'll first date. He hit that ass one time, his interest in a bitch start t ` landslide.

Fuck that nigga. Let him go woof on some other scrub. We got one another, s ` all the love we're ever goin' need.

I ai n't even goin' dignify that. You my road dog. We threw up sets.

Alright, the ho train is exiting the station. They're coming to you.

- It's your IFB, somebody else has got an earpiece, you're picking up their signal -

Girl, I just saw muzzle flashes comin' out that suite. S'probably where you heard that shootin' earlier, somebody jus' downed Israel. He dead, our play is dead.

C'mon, I say we bounce now, kick it for a lil' bit, play some craps.

Hold up, hold up, I'm getting shots over the scanners, tons of traffic - jus' chill for a sec, lem me listen.

No, no, no no - one of'em ai n't - one of'em s bullshit - it's all over the air here, they got an impostor, some fool with a fake badge -

Sit tight if you can hear me Girl! I ca n't do shit for you from here. I'm moving down for a sightline!

Georgia goddamn baby, please talk to me, please say somethin' so -

The Feds continue their briefing .Death personified ; sun - cooked skin , black hole eyes , tattoos gouged out of prison boredom . This is PASQUALE ACOSTA .Acosta clips car battery cables to the eyelids of a dissident . FLASH TO : Acosta scorching an off - camera scrotum with a blowtorch . FLASH TO : Acosta powering up a bore - drill as a semi - nude man screams and pleads .Pasquale ; prison cell filthy , feasting on his fingers .

Paying bills with bullshit casino jobs, sitting watch on slot machines.

We're ex - cops which means we were n't great cops or even good ones.

Which was a great gig until we we walked in here and started drinking.

Jack, if the rumors hold and Israel is really the great white whale of snitches, then the mob is looking to put all kinds of bullets into his ass and pour some serious psychotics into the mix to do just that. So what real incentive is there to track him on something as small - time as a skip trace, when it's putting you and yours in the path of severe pain and suffering and an almost certain prelude to doom.

Shit, if you're on a crazy jag, why stop there, why not take Fort Knox with a fucking slingshot or go into Hell after Hitler. I like your chances a lot more.

Three men were ambushed and shot, two died and had their bodies tossed into the lake, the other has severe hypothermia, possible dementia and will probably be a multiple amputee by week's end. if he even lives that long.

You have any idea how close to death I've been? You understand that I'm dying now? That I've survived bullets and frostbite and raging fever -.

And I'm asking you now, `` Is that your car'' and you ca n't even come clean and do me the decency of a straight answer, with the fucking state that I'm in!?

You were here huntin' a man named Israel, were n't you? Your name is Tremor.

I just want to go home man. I just want to go home and forget this fucking place even exists.

THE TREMOR BROTHERS pilot a Dodge Barracuda right through the front window with wrecking ball bravado . Bodies scatter as the Tremors deploy from the car in full body kevlar , doing doomsday on the club . One of them fires up a chainsaw , chewing into the panicked crowd . Bodyguards blast back , but bullets play like spitballs against the Tremor 's body armor .Shotguns roar - blast spreads obliterate - a shitstorm of blood , spilled booze and busted glass -

The blind Tremor , walking wounded , piggybacking his brother with the bum back , dragging the other by the scruff of his neck , unconscious across the concrete . Police sirens squeal . McGarey , the union guy , hairpiece hanging by a thread , crawling toward his car . The piggyback Tremor brother reaches into his blind brother 's coat , grabs a revolver and unloads . Long live the teamsters . Not tonight .

Crammed pedestrian crossing , noon hour a trio of SUITS converse , shrouded by bodyguards .The party proceeds through the crosswalk , approaching them is a dark - suited man , expressionless , hands in his pockets . Others move past ; a woman with shopping bags , a skateboard punk , a geriatric dog - walker and a man , full paralysis , mouth - op wheelchair , `` My Left Foot '' palsy .The bodyguards perk up , sensing something . Dark - Suit , removing his hands from his pockets - cellphone . Wrong guy . The crippled cat , throwing a quilt off his lap , contorted face vanishing , two Uzi machine - pistols up , safeties off , triggers pulled - BAP ! BAP ! BAP ! BAP ! BAP ! BAP ! The bodyguards get caught napping - bullets blaze point blank . The three suits collapse . The phony invalid empties both guns , hops up from the wheelchair , hooks a passing truck and flees the scene . that , was LAZLO SOOT .

The boys have retired to the bar for a round of dollar drafts .Dupree pats himself down , searching for his cigs .A beat . Dupree blows smoke , flicks ash .Dupree , stubbing his cigarette .

Watters , nodding , wiping red sauce off her fingers .Sykes sets her fork down , wipes her hands on a napkin .

The briefing continues .MORRIS MECKLEN , 60 's , bloated , bad combover , agent to the Vegas vanguard . He sits at his desk , jawing into the phone . On the wall , framed photos ; Wayne Newton , Buddy Hackett , Carol Channing and a triple - chinned , near - the - end Elvis .

MONTAGE Over this entire sequence WE HEAR Agent Locke speaking : The cylinder of a .44 Magnum is popped , a speed - load dropped in , spun and snapped shut - Porn mags and crossword puzzle compendiums are tossed into a carry - on . Morphine and adrenaline syringes get spiked and capped - A collection of wigs , fake sideburns and moustaches get laid out , separated -Kevlar body armor gets stowed - An elephant gun gets buffed to a high shine - Vintage Ww11 German Potato - Masher hand - grenades are lovingly wrapped in terry cloth towels .Torture - tools ; curved cutting implements , serrated bone saws , skull keys , a portable blowtorch , blackened with burned blood . all packed neatly into a duffel bag -A gun is aimed , a trigger pulled . `` BOOM '' SMASH CUT TO BLACK

Daybreak . Sunlight streams in , soft suffusion , the color of good scotch . PRIMO SPARAZZA , 86 , lies on a hospital bed , an O2 mask shrouding deep - set , sunken eyes , cataract - grey , gazing out at a four - walled world . Someone enters the room , awaiting approval to approach . Sparazza , turning , seeing the man , summoning him over with a feeble finger wag . The man reaches him , kneeling down , ring - kissing reverent , whispering :Sparazza nods . The man exits . After a moment , the door opens again . and another MAN enters , walking slowly toward Sparazza 's bedside . He sets down his luggage , a black leather valise . The travel tags originate in Stockholm : The Swede has arrived . FADE TO BLACK Soaring across the pristine deep blue waters of Lake Tahoe . Rising , revealing the gaudy , mirrored glass tower of the NOMAD HOTEL & CASINO . We slowly DISSOLVE TO :

BUDDY ISRAEL , bathrobe , boxers , bags under his eyes . He absently shuffles cards , pulling aces as if by touch , telepathy . He gazes out at the snow - packed peaks . Behind him ; post - bacchanalia . the ugly morning after . Prostitutes , passed out cold in a tangle of crotchless panties and stiletto heels , lying amongst smashed vodka bottles and ashtrays , coke - covered tabletops and tipped room service trays . - Israel , sober now . contemptuous of it all . He starts walking around them the way you would casualties on a battlefield . His bathrobe brushes over , terrycloth catching one of the hooker 's wigs , tugging it free . Israel looks down , zooming in on her scalp , sees dandruff and scars , gags disgust and disdain . He steps , the wigs pulls . He stops and slips the bathrobe off , letting it fall rather than pull her wig the rest of the way off and ruin what illusion remains . He shuffles , begins dropping Aces on their bodies like dead enemy soldiers . One of his bodyguards enters ; a bulging , slow - witted , ex - bodybuilder by the name of HUGO CROOP .A beat . Israel fidgets , twitches , rubs coke residue from his nose and over his gumlineHugo looks up , seems confused . Moments pass . Israel , the patience of a gorilla , crammed into a canary cage .Hugo , still unsure , speaks in spite of it .Israel wrist - flicks a playing card , it embeds a sofa cushion like a ninja throwing star , right next to a beige coat .Hugo , wary , walking over , inspecting the coat from a distance .Hugo edges closer , looks down at the coat , squints .Hugo takes another pull off the Mylanta bottle , moving slowly , like most morons do , avoiding eye contact at all cost .Hugo , gameface falling apart . Israel prods him .Hugo . Long pause . Big dumb blush .Hugo , swallowing , pressures on . The phone begins to ring .Cards dance , Israel 's hands moves at lightspeed , he reaches into Hugo 's shirt front and pulls a playing card out . Joker .The phone rings . Hugo , wobbly , what - to - do ? Buddy fires all fifty - two cards into his face . The beast barely blinks .Hugo , furtive look to the floor , all those scattered cards , then , back to the boss , `` should I ? ''

Jesus Hugo How is it that you can turn a simple conversation into a fucking hedge maze!? This is zero degree of difficulty man!

Then why are you still looking at me like I'm asking for the square root of something! What did you say!?

I said that we were returning his call and you were real concerned, because he sounded real concerned.

Look at that, we did n't have to fill up the whole blackboard after all. Now, do you know anything about that?

Cinnamon roll? No, good guess though. No, Hugo that looks like jizz.

And I'm no forensic expert mind you, but that looks like some fuckhead shot their load on a twelve - thousand dollar calf's skin jacket. The twist? It's My twelve thousand dollar, calf's skin jacket.

- that's been allowed to soak in for what, six, seven hours now? Work it's way into the fabric - fuck'n fibers - and while you may never see it in a Tide commercial, I think it still safely qualifies as a `` tough, deep down stain.''

to what? Incinerate? ` Cuz I'm almost dead certain there's not a fucking laundry detergent or dry cleaning process known to man that can ever return that jacket to its former glory! Some shit, suffice it to say, just do n't wash out.

- which is terrifying in its own right - pulled out, let ` er rip and ruined the last gift my mother gave me before she died.

The way I see it, it's the same as if she was dug up, three months dead and it was shot right on her rotting corpse, ` cuz that's how it defiled this feels!

Fifty grand gouge. South shore hayseeds, this is why I never play Tahoe, or redneck Reno.

Alright, bag it, I'm not shelling out that kinda bread for this shithole, this is a junior suite in Vegas. Call Mecklen right now, he should have his cell on, I need an update.

Get the Russian up here, have him clean this place, floor to ceiling and get us packed.

. And send out for some new skeeze, the sun's up, these ones are starting to stink.

Wo n't work, we're just gon na have to chance it man. I'm sorry.

- Fine, fuck, I got it. Lake Tahoe, Nevada. I'll have Hugo book your flight, you can be here in a couple hours. He'll meet you at the airport.

Just this last little bit, then we're done, just this tiny bit and that's it, that's it, all of it, over -

They're gon na give on this in the next ten seconds or the deal's off!

Bullshit it is. I said, about as loud as I could say it, `` no jail time for my guys.''

- and you're gon na feel altogether fucked, by me, if you do n't handle this. I'm the one, does the face plant, this falls apart, not you.

I do n't have to do shit! Which includes cooperating any further with these motherfuckers until I get what I want!

Alright, fuck it, if we got ta hand'em somebody from our end and they're being hard - ons about it - make it Hugo, him I do n't mind. He needs that regimented thing that prison provides -

- this is n't a swap meet Morrey, they're getting Sparazza and the west coast syndicate, giftwrapped, now if that's not good enough -

IVY! Why is n't Hugo at the airport!? It's a fifteen minute trip!

Well what the fuck!? I got the Doc in town, I need him here! Call Hugo, find out where the car is!

They're getting close. It's down to a handful of deal points now.

- I dunno the way it's gon na play out, but - yeah, it'll probably go something like that.

King of Clubs. You pick up this deck, s ` just playing cards, I pick up this deck it's a living, breathing thing. What do you see right now? You see exactly and only, what I choose to show you. That's illusion Ivy. That's the lie I tell your eyes. The manipulation of movement. Knowing where your gaze wants to go, guiding it there. Making the magic happen in that moment, that split - second, but seeing behind it, knowing it's all bullshit. Built on sand.

I can show the Feds what they want to see too. And make it as real as this room. Make it more than smoke, more than mirrors. and that's why I'm valuable. and that's why you're not.

That's Mecklen. The deal's closing. I can pick that phone up and I can work this out.

Get him out - muscle him if you have to. Take him down the quietly, use the service exit. Then get back up here and we'll handle the rest of this.

Okay Vitoli, listen these last few minutes make you a material witness, do you understand what that means?

Alright, Vitoli, hang tight for half a tic, we've got a special sort of `` clean - up'' we got ta do here, alright?

Vitoli, just sit tight for a second, I got ta make a phone call, figure this out.

Answer your fucking pages! I've been calling for fifteen minutes, we need you up here to clean NOW!

Doc, I'm gon na tell'em we're on our way up, make sure it's cool up there. Is there anything you need?

A cellphone being lifted , revealing Special Agent Carruthers .He clicks off . Messner occupies the passenger seat , reviewing surveillance tape , portable headphones on , mini - DAT player in his lap . He listens to the following excerpt :Messner pulls the headphones off .Messner , sets the gear on the floorboard , stretches . He turns over photographs of Victor Padiche and Sidney Serna . -LRB- the same ones that were tacked to the corkboard of the surveillance van in the opening -RRB-A slot machine handle gets yanked , rolls , stops , lemon - lemon - cherry - loser . please deposit coins . CAMERA MOVES PAST , TRACKING THROUGH :

Tahoe 's `` First and Finest '' all seasons Buffet . THE CAMERA FINDS : A slicker older cat in a Guyabera shirt , mid - fifties , spotted skin , sun damaged , pocked with pre - cancerous black . We recognize him from the mugshots and surveillance video : It 's VICTOR PADICHE . Sykes and Watters enter FRAME . Padiche stands , greeting them , smiling - cigarette - stained - dentures .Watters scoots in right next to Sykes , gets comfy . Sykes seems a put off by the proximity , ignores it for the moment .Watters and Sykes , non - responsive , staring .Sykes and Watters look at one another , wordless exchange , then ;Awkward beat , Padiche , head cocked , did I hear that right ?Watters , shaking her head , correcting him .The old man blanches , does n't quite understand the -Another beat . The girls let him dangle . Watters , lewd sneer , looks almost lustfully at Sykes as she says the following ;Padiche , recovering , nodding , nervous .Sykes squirms under Watters lascivious gaze , but manages :Yet another beat . Padiche , wanting desperately to contribute .Padiche , big nod going from one girl to the other , he - get 's - it - but - not - really .He extends his hand . WE TRACK IT ACROSS IN C.U. as it meets with a male hand . PULL BACK TO REVEAL

Dupree and Deeks shaking hands with RUPERT `` RIP '' REED , mid - forties , showbiz - slash - mob attorney , low man on the totem at the Las Vegas based legal firm of `` Culpepper Brody & Reed ''Reed and Dupree shake . Reed glances out in the hall before closing the door .Dupree , finding a seat , almost under his breath .As Elmore appears , Reed almost closes the door on him -They shake . Dupree shoots a look at Elmore , not pleased . Elmore , pissy , leans against the wall , arms crossed . Reed , wound out , worn thin , half drunk - his bedspread is papered with writs , summons , notaries , etc : Everything to make Buddy Israel 's return to custody legally binding . He sits on the edge of the bed , reaching for a pack of smokes on the nightstand , finding a half empty glass of scotch .Reed , digging a cigarette out of his pocket .Dupree smiles , pats Reed on the shoulder , do n't - sweat - this .Reed , white - boy high - five , excruciatingly un - hip . Deeks and Elmore literally have to look away . Dupree can barely bear it .Nobody knows what to make of Reed , as he giggles , nods , smokes , nods , drinks - he looks at all of them , a sudden unexpected wave of enthusiasm seizing him .Reed begins laughing like a complete fucking loon , like he 's just lost it completely . It 's paralyzingly uncomfortable . Then , just like that , he stops , grabs an envelope .Reed hands the envelope to a smiling Dupree .

Man the stories you guys must tell. I grew up soft myself, private schools, little blazers, you `` Talked it out'' nobody threw punches, t ` this day, never been hit with a fist, Imagine that, huh? Pretty much a panty - waste, trembling little faggot - fairy when I smell trouble - and I do n't say this to be self - deprecating, I just do n't have much of an opinion about myself, I mean, shit, I wish I was a lot more like you guys, barfighters, big swinging dicks, gettin' it done. Sadly.

Thanks God, dogpile a piss - poor physique with an small cock and hereditary alcoholism! ` preciate it!

Okay, I'm babbling, I do this when I drink, forgive the rants, let's get at it here. This wanted felon fucking prick bastard Buddy Israel and the nearly one million dollar bail bond.

That confidence translates bro, seriously, it does! Out - STANDING!

I'm a lawyer, y' know, I need to hear these things, little boosts, helps allay my fears, I pass that piece of mind along to my partners.

Alright, so, couple primers for you guys, maybe things we might've looked past that you should know about. His hangers - on, these idiots Israel runs with, they're all `` packing heat'' `` strapped'' whatever the phrase is. Point two, Israel likes hookers, so you might run into a harem up there. Point three : He binges between a six - to - seven thousand dollar a day cocaine habit that nobody knows about, so he and those hookers, will most likely be high. He also drinks, self - medicates, the whole cliche, y' know? The strung out hasbeen jerkoff snitch drunk. The seven - layer loser.

I'm praying he puts up a fight, please, please, please, rape him if possible, I'll - pay - the - extra - whatever -

Yeah - yeah - yeah. Fucking hell, this feels GREAT! YEAH!? DOES N'T IT!

Okay, we had a retainer, for services to be rendered. Fifty thousand dollars.

Israel , furious , screaming at an immense black man standing in front of him : SIR IVY , his steadfast second - in - command : The presence of a Pimp , the mien of a Mack .Israel gets up in Ivy 's grill . A phone begins to ring .Hugo rushes for the phone .Hugo , hand cupped over the phone , butting in .Israel , walks toward Hugo .Hug hands the phone to Israel , pulling his own cell , dialing . Ivy looks around at the collapsed hookers , strewn about the place , his face registering the appropriate disgust . Then :Some of the girls start at the sound of Ivy 's big Barry White baritone . They rise , groggy , burping up last night 's debauchery . Mascara - smeared , hangover - hindered the girls rise as BERNARD `` BEANIE '' ALFONSE , protector # 2 , pops in ; A sumo - sized brother with a diamond - studded smile .Beanie starts herding hookers , Ivy positions himself at the door , pulls a flashroll , fingers hundred dollar bills . Israel , phone to his ear , retires to the bedroom for privacy .

. We got these tricks going in and out, we're partying like the shit might go stale, what did you think was gon na happen?

We're hot, and they're losing a whole floor's worth of business saying it's `` under construction.''

Alright ya'll, that's the call, we had our fun, pack it in, pro - ceed to the front. Les' go, les' go -

So we're all traveling together, getting sworn, giving our statements -

` Specially the kind of loyalty where an otherwise sensible motherfucker puts his own best interests aside to selflessly serve another. ` Cuz outside a goddamn dog, that kinda loyalty, my kinda shit, do n't get any more dedicated, or deep, or devout.

See, this is one'a them rare moments when y' ass get a chance to be completely honest. and if I'm asking you what you said to Mecklen, assume the shit is rhetorical. so assume I already know.

Oh you ai n't done a damn thing ca n't be undone Playa. The dye ai n't even close t ` cast. Y' wan na make some shit real? No stage, no and lem me say this one time.

It ai n't nothin' compared to what I ` bout to do here. Believe that.

Y' ai n't never had to wash another man's blood off, dig it out y' fingernails. Y' had us for that. Y' ai n't ever made a real beef on y' own, shit as light in the ass as you are, I'll bet you ai n't ever made anything more than a fuck'n fist your whole life.

So if you think I ` mma let your lil' punk - ass, with the dirt I've done for you, in the eleventh hour, sell me off like some fucking field nigger, hand me up to the Feds like y' last chip, then you done gone straight out - your - motherfucking MIND!

All that slight a ` hand you can do and you still ai n't never learned to lie right -

This woman's been shot, I need to get her medical attention immediately!

Georgia on my mind wit ` yo fine ass. You know you saved this black man.

It's going around ai n't it? Mafuckas catching bullets like the common cold up in this bitch.

I feel like I know you girl. I feel like I've known you forever.

All these good for is poppin' them titties girl, but y ` see what happens when you try to get around in'em?

Awwww, motherfuck me! C'mon woman! Hold your shit! This is silk!

Why you always got ta be announcin' this fool like he some mafuck'n muckamuck!? What, ` cuz he got an accent, y' goin' treat this cracker like he do n't be scrubbin' toilet seats!? Nigga please!

Speakin' of scrubbin' - where the fuck you been? I know Hugo been pagin' you like a mufucka -

Why you standing there fool? You make your money watching the hall. Get y' eyes back where they belong!

That's a silk blend B, six - hundred and change an s ` got vomit and bile and stomach contents all over it - I ai n't gon na tell ` ya how t ` get the mafucka clean, jus' put it right.

Check the man's calf - skin coat too, he look like he got some cinnamon roll an' shit all over it -

Buddy, I'm not an ethics professor, I'm a physician, be honest, or be dead within a day. s ` your choice.

I just got the cardiology work - up back and sent it to two of my colleagues, both heart specialists. They concluded, as I have, that you are showing signs of severe cardiac distress. so much so, that a massive coronary may be imminent.

- Forget about the tissue damage you're doing to the heart itself. Sustained cocaine abuse will segue you from a very painful ventricular fibrillation into full cardiac arrest.

Buddy, nobody knows about your condition, or your drug use. Why you lied to me, knowing that I'd find out anyway, I'll never know, but it imperative now that I see you.

There are certain meds, certain intravenous measures that can counteract some of the damage you've done, but I'd have to administer them myself.

No. Sorry comes later, when you're in a partial coma with ambulatory paralysis. Sorry comes when we have to decide which of your limbs have to be amputated because severely constricted blood flow has brought about a gangrenous infection, sorry -

I'm going up now, give me ten minutes, that should be enough time to prep.

Dr. Ingstrom, he's had a mild cardiac episode and recurring arrhythmia, I've given him 60cc's of Nobuneatol.

DR. GREGORY GILL , 30 's , Israel 's private physician , walking/sprinting up a hallway , holding a medical report .Israel , grave . Guilt in his silence .

Ivy and Beanie , marshalling the mass hooker exodus . Ivy paying the gals as they exit the suite . One YOUNG HOOKER bringing up the rear , stumbles in her stripper heels , shaky , tries to take another step , slips , trips , falls - smacks face first into a glass coffee table , shattering it .The other Hookers ; gape jawed , mild shock , mild amusement . Beanie plucks the fallen woman up , shakes her off , straightens her out , pulls off the offending heels .The hooker , covered in glass dust , stuck with shards , teetering , too out of it to care . CUT BACK TO SCENE

Israel sweats like a stuck pig , pained , clutching his chest .Buddy disconnects . Dr. Gill holds for a moment , clicks over to another line , dials a new number . waits .Buddy still standing there next to the phone , wincing , breathing shallow , looking down , rubbing his chest .He walks over to the bureau , cut lines of coke await him . He bends , inserts a rolled hundred into his nostril .He snorts .

Beanie , trying to assist the ailing hooker . She lurches suddenly , retching , projectile - vomit dousing Beanie 's Versace - dripping dung - like from his shirt front .The other hooker 's titters turn to outright guffaws . Barf - girl takes umbrage , hurls her purse at them , rushing into the herd , throwing haymakers asswild , snatching wigs , sinking fake nails into skin , snapping them off , Van Helsing style . The fur flies , a slugfest free - for - all . Ivy intervenes - Beanie jumps into the fray , separating combatants - one of them wielding her pump heel like a pick - axe . Hugo heads another off hooker , hitting her like a blitzing linebacker . Israel , who has walked back out , looks on with total disdain for what he 's seeing . Then , he catches his reflection in a living room mirror , a profound sense of sadness there .WE PUSH PAST HIM . In the distance , on the lake , a small boat , a man sitting inside , gazing up through a pair of binoculars .

The Feds occupy a booth , black coffee for both . Carruthers clicks off a cellphone . Messner is engrossed in a file clipped with old surveillance photographs of Primo Sparazza .Messner , turning the file toward Carruthers , pointing .Messner flips to another part of the file .Carruthers nods , sips his coffee .Messner flips the file , finds a page paper - clipped with a photograph of murder/martyred Federal Agent Freeman Heller .Messner sits back , kills the remainder of his coffee , gazing out the window , watching sightseers stream by . Carruthers glances at his watch .The waitress arrives with breakfast , sets it down .F.B.I. BADGE AND IDENTIFICATION It fills the the frame . An O.S. voice explains :

Special Agent Gerald Diego, Federal Bureau of Investigation, San Francisco Field Office.

Hello? This is Special Agent Donald Carruthers of the FBI, I need an -

PULL BACK TO REVEAL : Gerald Diego . aka Pasquale Acosta , aka `` El Estrago '' the most notorious torture - murder specialist in the biz in convincing disguise . His suit , mannerisms and speech . Pitch Perfect . he 's got the fake - Fed bit down cold .A pimply CASINO EMPLOYEE nods , dashing off to find the boss . Acosta glances around , takes in the eight - dollar - an - hour security , the array of quasi - armed guards . and smiles .Guard uniforms , exactly like those we 've just seen , worn by the Nomad 's security staff . Maroon with burnished gold buttons and brown piping down the slacks . Three separate vestments laid out across the trunk of a rental car .

We're conducting a series of impromptu inspections for the Nevada Gaming Commission. I'd like to speak with your head of security.

So, Bill, if I understand this right, you currently have your penthouse floor under construction?

But with these down, does n't that pose a major security concern if, as you say, you have to keep an eye on everything at all times?

C'mon Bill. you've got some Sultan up there, one of your whales, big - spender, likes a lot of space, you cook up this `` construction'' thing?

Bill, listen, I can ask you now and you can answer me, or I can drag you up to San Francisco and depose you in front of a federal judge. Because that's where we're headed here.

Of course, but if you could just tell me who has access to that floor -

Yes it is and right now it's filling your lungs. In less than a minute, you'll asphyxiate and pass out. You should n't be feeling any pain now.

Close your eyes. Think of something wonderful. Do n't make this face the last thing you ever see.

Dupree and Deeks in an empty parking lot , bundled up in windbreakers , battling the frozen spindrift swirling in off the lake .Deeks bangs on the hood of the car .Elmore steps out , moving slowly to the rear of the car .Elmore leans against the bumper , bored .Dupree , dubious , does he continue ? Fine . Fuck it .- A Plymouth Barracuda passes by , brakes hard , reverses . The trio stop talking , look over . and then their lives end . Bad intentions blaze from the driver 's side , machine - gun bursts - Dupree is hit flush , dead on his feet , his dying thought , cut comically short ; `` I had that car in high scho - Deeks , shredded where he stands , his body absorbing a fusillade of rounds traveling at twice the speed of sound . One creases Elmore 's skull , another blows out Deeks ' back , fragmenting , claiming three fingers from Elmore 's left hand . The three of them fall in weird , waterlogged flops , no dying breaths , no death rattles , just lights out . just like that . Several seconds pass . Then the car door opens and The Tremor Brothers , like circus clowns , clamber out in a cloud of gun and reefer smoke . LESTER TREMOR , the dandruff - caked , pockmarked middle brother is the first out . He shakes off the cold , yawning , stretching , revealing all manner of tattoo . The Tremors ' youngest brother , the Baby - Huey sized JEEVES TREMOR bumbles out , pulling at his crotch . He unzips & rips , baptizing the Cuda 's tire with a truly prodigious piss . DARWIN TREMOR climbs from the car , the eldest brother , straw boss , brains of the outfit . He looks down at the dead men , seems saddened by their state . Some remorse maybe ? Maybe so .This exchange prompts Jeeves to turn and urinate on Lester . Lester squeals war cry , launching a wild windmill barrage on his behemoth little brother . Jeeves ignores the hydrant - like urine stream soaking them both and starts swinging back . Darwin kneels down over the dead Jack Dupree , taking Jack 's face in his hand and squeezing back and forth , adding his own words in what amounts to a freakish ventriloquist act .Darwin 's eyes begin to well , the tears coming slowly . In the background , Lester and Jeeves beat e ach other ruthlessly .Darwin wipes his eyes .Darwin uses his thumb and forefinger to make it appear as though Dupree we 're smiling up at him .Darwin smiles back down at the corpse , wiping his nose on his sleeve . He reaches down and pulls out Dupree 's wallet . He spots the bondsman 's license , eyeballs the bail papers : He sees the name ROBERT ISRAEL in bold type . Puts it together .Darwin continues the pat down , pauses , pulls the envelope with fifty grand inside , fingers fresh bills . With his free hand he manipulates Dupree 's dead mouth one last time .Darwin , a nod of acknowledgement for the dead Dupree .Darwin stands , His eyes move to the guard 's uniforms , still laid out across the trunk . he looks over at his two brothers , Jeeves now with a Lenny - like hammerlock on Lester 's head .

Luvin' that, rat - tat - tat - tat, clean as a nun's snatch on Kristal Nacht!

Shut up fuckass, them spirits ai n't vacated yet, s ` keep quiet.

Damn Jack. you was after the same sacka shit as us. Small world.

Alright enough grabassin' goddamit! We need t ` get over t ` that hotel.

Probably needs to be tuned. Air filter's old. Plugs might be bad. Heater and AC ai n't worked in forever.

There's some good drugs in the glove box there, homespun, keep you smiling, semi - lucid at leas'.

Well, God's speed t ` ya then. Sorry ` bout all that. S'way a ` the world though, winners and losers y' know. S'way it's always goin' be.

Watters is once again on her cellphone to Lorenzo .Sykes arrives at the reception counter when the elevators open - and Israel 's Hookers , post - brawl bruised , bloodied and barefoot , come staggering out . They slur insults at the security team , broken heels slung over their shoulders , wigs misaligned , miniskirts mangled . Sykes trades looks with Watters as if assessing something , nodding almost imperceptibly to one another . Watters then winks , something sexual there . it gives Sykes the shivers . The Hookers are surrounded by a horde of hotel staff and summarily whisked away . Watters joins Sykes . The WOMAN behind the counter checking Sykes in , looks up to see Watters .Watters , a grin .Sykes looks uneasily at the counter woman , who keeps her eyes locked on the computer in front of her .The woman just smiles that monstrously insincere `` I 'm here to help ! '' smile , offering nothing in response .Sykes , embarrassed , nudging Watters , knock - it - off .The woman , smile severely strained , the pro - feminist diatribe falling on decidedly deaf ears . An awkward beat , then ;A mini - bar being opened . A hand reaching in , extracting two small bottles of Jack Daniels whiskey and a bottle of seltzer .

The figure crosses the room , pouring the seltzer onto a towel . He kneels down , dabbing a spot on the carpet , fresh spill , deep red , indelible . The seltzer does n't bring it up . The stain remains , smeared now but unmistakable . blood . The figure stands . In the bathroom behind him , we see a body , male , late - 50 's , trussed up , hung by his feet over the tub and bled out . The figure walks in , takes a Polaroid , turns it upside down near the man 's face and fires off a photo . He crosses back into the bedroom . The resulting photo is tucked into the corner of a dresser mirror as it develops . As the figure sits , WE PAN OVER TO REVEAL : LAZLO SOOT : world class assassin slash master of disguise . The slowly developing polaroid depicts the same face that we now see in the mirror . Soot touches up the putty and plastic appliances on his face , smoothing , sealing . He takes up a small micro - cassette recorder , rewinds , pushes play . A butler 's uniform , steamed and pressed , hangs on the door . He takes it down and begins changing into it .He glances over at the bed . The dead man 's voice crackles back over the recorder .Soot , back to the mirror , buttoning his collar , straightening his cuffs , smoothing out the creases .Beat . Soot looks down at the Silencer - fitted 9mm pistol lying on the vanity .A pause , then :A muffled gunshot sounds . The recorder abruptly shuts off . Soot , gazing at his reflection now , rewinds the recorder , replays , listens , gauging the man 's vocal patterns - rough Baltic accent , throaty warble , excessive smoke & booze exposure , tracheal damage . Tough to match . He rehearses one .He grimaces , grabs cigarettes off the bureau , lights , wails smokestack , puffing three at once , bellows - like lungfuls - He grabs an aerosol can from the same bureau , strafes the back of his throat , pops the tops on the bottles of Jack , kills them both , gags , sputters , recovers , adjusts himself . Suddenly , the phone begins to ring . Soot stops , stares . After another ring , he lifts the receiver ,Hugo Croop 's voice booms from the earpiece .

I am an employee, I - I do n't know wh - they do n't let me speak to h -

I did n't ask for your understanding. I asked you to say your name, followed by the phrase `` How can I be of assistance.''

Israel , sequestered to his bedroom , lying on a baby - grand piano , its legs inexplicably sawed off during the previous night 's hedonism . In his hands , the de riguer deck of cards , restlessly shuffled and reshuffled . Cocaine has been lovingly cut and arranged in neat , snortable rows atop the piano . In the b.g. we see HUGO on the phone to Vitoli/Soot .

And they're not going give there pally. They're bricking us on that particular issue.

Baby, I've been co - habitating with these people for the past thirty odd hours and in so doing, have stared into the face of hell. These are the premier prick cocksuckers of all time and I feel beaten by them, I feel bloodied -

And I vibe that kiddo, I do indeed, but it's one'a those fait accompli things, you have to -

- Listen kid, let's not antagonize this any more. I got'em backed down on the book and t.v. deals. They're agreeing to give you all the after tax profits, so you can come away with some chits and live comfortably. If we push this, they'll revoke your protective status, which nullifies any agreement you got with the government. Now that's mate and checkmate kiddo and once that happens, the shit'll start falling down around your ears, real fast.

The Deputy Director, this prick Locke, he smashed the whole thing, we're done, they wo n't tell me why.

Morris Mecklen , sleepless , sweat rings blossoming armpit to waist . He picks at the plate of room service food in front of him . A group of Feds and Fed lawyers linger in the b.g.Mecklen glances back over his shoulder , lowering his voice .Buddy 's rubs his chest - grimacing - he lays back on the piano , hoists a vial of blow , presses a nostril , does a bump .The Feds are signaling Mecklen back into the main room .Buddy 's head teeters back , bangs on the keys , sour chords , thinking . thinking . He takes the deck , firing the cards up in a perfect column above his head , snatching one random out of the air with his right . He turns it over , looks . Joker .In the shadows at the far end of the room , tucked into the midday shadows , Ivy listens as his boss betrays them all .

The Feds , heading toward their car , Carruthers snaps his cellphone shut .They reach their car .

Gary, let's get our personnel up in the catwalk over twelve, that stickman has been acting odd and I do n't like the rolls that table has been getting.

Well, we were worried about dust and debris from the work being done ruining the cameras, so -

Yes, but no - we have personnel stationed at both ends of that hall, twenty - four hours a day.

Right now? A six man security force, plus a member of our Butler staff. So seven men total.

Uh - well, yes, uh just in terms of the men up there now, my team, he's serving lunch and dinner and just doing general upkeep so -

No, no, no. We've been looking to renovate that area of our hotel for some time now. The security team is only present to preserve floor integrity, due to the roof access.

I'm sorry, but I'm going to need to see your identification again. We're covering some sensitive material here and I need to safeguard myself, I'm sure you can understand.

- I hold the sole pass key and personally relieve the shifts myself. Now if I could get your ID we can -

S.A. Gerald Diego , alias Pasquale Acosta , speaking with `` Bill '' SECURITY SUPERVISOR for the Nomad . Banks of video monitors surround them , displaying the various gaming areas and VIP floors . two of the screens are completely blacked out .The Supervisor nods , dismisses his staff , calls after one .Acosta waits for the door to close , leaving only himself and the supervisor in the room .Acosta laughs , keeps it loose .The Supervisor , quick to amend .The Nomad 's crack unit , security staffers cum bodyguards : The casino 's version of a SWAT Team : Six ex - cop/military types - bowling buddies , brushcuts and potguts - they carry Colt .380 autos , religiously kept , strictly range - fired .Vitoli , aka Lazlo Soot , stepping onto a lower - floor elevator , pushing a service cart tucking the 9mm into his waistband . The Supervisor sputters - stammers , realizes he just slipped .The Supervisor makes a big show of the headshake `` no . ''Acosta grins , takes a step closer .The Supervisor . something like suspicion in his eyes . The secure `` hotline '' begins to ring . The Supervisor looks over at the phone , then back at Acosta . the unflappable pro .Bullshit , but it sounds good . The Supervisor starts for the ringing hotline .Acosta , reaching into his coat .The Supervisor touches a pass key that he wears on a chain around his neck as he moves to answer the phone .- Acosta , coming out of his coat , fake ID in hand , the supervisor reaching for it and the ringing phone simultaneously - suddenly a six - inch , spring - loaded stiletto blade explodes from Acosta 's sleeve , piercing the ID - pinning it to the Supervisor 's chest . A surprised grunt from the man as blood begins to pour from his punctured sternum . The blade retracts . The phone sits trembling in the Supervisor 's hand , - a voice - Carruther 's , tinny and barely audible , warbles from the other end -Acosta takes the phone from the stunned Supervisor , replacing it on the console . The Supervisor , still confused by the exchange , wanting to speak , but unsure of what to say . He gazes down to the red blossom fanning across his shirt front .Acosta pockets his ID as he yanks the pass key off the Supervisor 's neck . His natural accent returns .The Supervisor 's knees begin to buckle , nervous system slowly shutting down . Acosta steadies him , easing him to the floor .The Supervisor , unblinking , an almost childlike clarity there .Acosta , deadpan .Bill the supervisor almost smiles as he breathes his last breath . Acosta checks for a pulse , then drags his body toward a service closet . As he passes one of the video monitors . WE SEE ON - SCREEN : The Employee entrance , grave and swing shifts on their way out , day shift on it 's way in . Mixed in with this personnel rotation , each doing his inconspicuous best . The Brothers Tremor .

Darwin , Lester and Jeeves , clad in full security attire , standing apart so as not to appear together , heads down , hands shoved into their pockets . Darwin bird - dogs both his brothers , monitoring their movement , using hand signals and some bizarre inbred semaphore to communicate with them . They pass through and punch in , signing time sheets . The surrounding security staff oblivious to the new faces . The brothers enter the lower floors , moving through the hotel 's fitness center and indoor pool . A kid does a cannonball as they pass as we . A clouded bog - coming to - consciousness , then , retching , gagged gasps , throat ablaze with bile , liquid clearing convulsed lungs , breath in burning spasms - not enough air .

Elmore sits up in the sub - zero shallows of Lake Tahoe with a start , stripped naked , shaking uncontrollably , his skin a deep bruised blue . Dull pain quickly defines - pinpoints , bores in , bone deep . Death ca n't hurt this much . He gets his breathing under control , the onset of hypothermia turning his fingertips black - his left hand , lighter three digits - he looks , comprehension sparks but ca n't catch - he stares impassively at the ragged space , for the moment , he does n't seem to mind their absence . He gropes the side of his head , bullet - graze , blood congealed by the cold , the concussion he suffered has left a massive migraine behind . He crawls from the water , muscles cramping , knotting up . He reaches the sand , unable to pull himself up any further . He turns back , sees the bodies of Deeks and Dupree , face down , the lazy lake tide gently lifting and lowering them .

Carruthers and Messner , hectic , speeding through the south shore of Lake Tahoe , cellphones pinned to their ears .Messner , nodding as he listens .Messner clicks over , the deputies voice fills the car .Messner and Carruthers trade looks .Carruthers mashes the floorboard , brakes smoke , power swerve , slicing the rented Taurus across four lanes of traffic .Messner clicks off .Carruthers pushes 110mph , barreling toward the Nomad , blowing through traffic - Both men pull out IFB/earpiece apparatus , plugging in , checking their signals .Carruthers pulls a .45 from his holster , driving with his knees now , he jacks the slide , checks for a chambered round .The slide releases -

- nd have a pending ID on a Jack Dupree, appears to be a bondsman out of Las Vegas. He was just rolled and printed by our medical examiner.

We found a handwritten receipt in his pocket for what looks like uniform rentals. The name and phone number of the rental house was n't listed,

Receipt was n't specific, the uniforms were just listed as maroon in color.

Sykes , stowing a Glock 9mm , tweaking the earpiece/mic combo she 's wearing - getting primped , leather mini - skirt , lace garters , thigh - high platform boots ; hooker de coutage .Sykes pulls her earpiece , adjusts something , re - inserts it .

The Hotel just across the street from the Nomad . Watters on a headset , talking to Sykes , looking out the window .On a room service tray near Watters ; scanners monitor calls and in - house transmissions within The Nomad .Watters adjusts one of the scanners , searching for a signal .INTERCUT BETWEEN THE TWOSykes checks her reflection , makes sure her holsters are n't peeking out , weapons adequately conformed to her curves .PULL BACK TO REVEAL A .50 Caliber sniper - rifle on a tri - pod , jutting just past the window , zeroed ut on the Penthouse level of the Nomad .Watters puts her eye to the scope , scans , finds SYKES in the crosshairs across the way , adjusting her outfit . Watters settles on her , watches . something vaguely creepy about this bit of voyeurism . She nuzzles the Barrett close .Sykes grimaces . Watters sees it , smiles to herself .Sykes says nothing for a moment , Watters just watches her through the crosshairs , her finger idly flicking the trigger in a strangely perverse gesture . Finally :Watters spots something outside , grabs a pair of binoculars , looks down . BINOCULARS P.O.V. : Four obvious CALL GIRLS disembarking a taxi , mylar - colored micro - minis , fuck - me heels , cheap shoulder bags . They smoke , laugh , chit - chat .Sykes , grabbing her bag , dropping spare clips inside and starting for the door .Watters loads a red - tipped round into the breach of the Fifty .SNAP ZOOM ON BULLET as she slams the action forward , loading the round WE SMASH CUT TO BLACK . Dial tones over black . A phone rings . A voice answers . A reel - to - reel machine activates , begins to record - A sticker on the pick - up spool reads : `` PROPERTY OF THE F.B.I. '' MONTAGE The players take their places . Over these images WE HEAR :Vitoli , aka Lazlo Soot : arriving at the Penthouse level , exchanging nods with the security team , pushing his service cart out of the elevator and down the hall , through a metal detector , which goes off . Vitoli/Soot shrugs , gestures to his stainless steel cart . The security team wave him through .Pasquale Acosta : Now wearing the nametag of `` Bill '' the recently deceased Security Supervisor . He buttons his red blazer , hanging the penthouse pass key around his neck as he moves through the lobby , carrying a small briefcase .The Tremor Brothers : Duffel bags straining with the horrible , shit inside . They move toward a service elevator , swapping pill bottles , downing overdose amounts , repeating `` Mein Kampf '' recitations as they push the elevator 's call button .Hollis Elmore : Frantically ringing the alley delivery doorbell of a local Souvenir Shop - naked , frozen , delirious , near - death , he has dragged himself there .Agent Messner : Watching as the bodies of Dupree and Deeks are hauled from the lake by Sheriff 's personnel . He walks the shoreline , searching for clues , on his cellphone , trying to reach Security at the Nomad .Agent Carruthers : Plugging in his headset as he reaches the front of the Nomad , leaping out , rushing inside , holstering his gun for the moment .Georgia Sykes ; Pulling a small revolver from her garter - holster , annoyed , rubbing the chaffed area , reaching the elevator , leaning back against the wall , waiting .Sharice Watters ; Her eye going to the rifle - scope . she makes subtle adjustments to the targeting - ring - P.O.V. - Israel 's penthouse sits in the crosshairs . We see a figure , just beyond the glass . a shimmering shape , moving within .Watters tracks the figure - finger finding the trigger as we BLACK CAMERA DOLLIES IN ON - Primo Sparazza , bedridden , blinking at the nothingness around him . a life on its last legs . a dying man determined to outlive his last enemy . Buddy Israel . FBI Director Locke , receiving a CONFIDENTIAL package , signing for it , tearing it open , reviewing the paperwork inside . The color drains from his face , casting him cadaver - like . His phone rings , he quickly snatches up the receiver .Locke is cut off sharply , listens . as he does , he pulls his personal Primo Sparazza file from a separate pile , flips through , Finds a sheet , extracts it . it 's a copy of the paternity suit , brought against Sparazza in 1967 . He reads .

A learjet touches down . THE CAMERA TRACKS , FINDING : Dr. Gill , at a payphone , the cacophonous racket of taxiing aircraft forcing him to repeat every other sentence .Gill looks around .P.O.V. - CAMERA PANS AROUND WITH HIM .AS WE FIND :

A learjet unloading passengers - The Swede steps down off the plane , dressed as we last saw him , carrying the same black leather valise . He 's accompanied by two Sparazza thugs who quickly escort him to an awaiting car . The Swede looks over , sees Gill at the payphone . The two seem to acknowledge one another as the Swede quickly climbs into the car and closes the door -

A door opens - revealing Vitoli the butler , aka Lazlo Soot , standing behind it . He 's with one of the SECURITY TEAM MEMBERS ; waxed mustache , polo - shirt , gut sucked in .Beanie , glaring at both of them .Mustache nods . Beanie slams the door on him . Soot , inside now , scanning , making split - second evaluations - what 's - where , who 's - where , he picks up voices from the master bedroom -

Ivy tried to kill Mr. Israel and shot Mr. Alphonse in the process. He's dead.

Clothing everywhere . Israel 's top dollar wardrobe , designer suits , wadded up into balls and stuffed into a garment bag . He 's doing more cocaine , talking to himself , babbling the classic addict 's `` do n't - worry - it 'll - to - be - alright '' monologue .Ivy , his menace gone malignant , quietly stepping out of the shadows . Israel has no idea that he 's been there all along .Ivy does n't budge , just stands there , staring hard .Israel stiffens , board - straight , the guilt goosing him . Ivy turns the burners slow .Israel almost chokes on his own smile , nodding .Israel starts zipping up some of his bags .Ivy unbuttons his coat . A .50 Cal rides in his shoulder - rig . Israel averts his eyes . Ivy lets the moment load up . then ;Israel , unnerved now - spots a small handgun sticking out of his bag . He covers it with the bedspread , looking up at Ivy .

Buddy was goin' jam us Hugo. He was gon na fuck us up with the Feds.

Carruthers , bracing the same Casino Employee Acosta braced earlier . College kid , patch - acne , panic - stricken , stammering , struggling , a phone stuck to his hand -The kid 's skittish gaze shifts , locking on a figure moving through the lobby .Carruthers breaks off , moving for the man in the maroon jacket heading toward the elevator . He reaches him , puts a hand on his shoulder .The man turns . His nametag reads `` Bill . ''Carruthers badges him .Acosta has fully assumed the identity of the murdered security supervisor . The pimply kid at counter eyeballs him , confused . Acosta steps behind Carruthers , blocking himself from view .Carruthers leads him toward an awaiting elevator .They step into the lift .The elevator doors close behind them as we . Elevator doors open to reveal : The Tremor Brothers , vibrating at varying speeds , pharmaceutical stares , simultaneously sharp and dull . Georgia Sykes stares back , bad vibes trickle up her back . She holds a moment . Does n't board .Darwin looks her over , lecherous grin .He mimics a blowjob , treating her like the hooker he thinks she is . Sykes wants to shoot him in the face . Lester and Jeeves oogle her as the doors begin to close . Darwin smiles wide and lewd . Sykes kisses her middle finger .Darwin 's smile turns scowl as the elevator doors slide shut .Watters grabs her binoculars ; sees the four prostitutes snub cigarette butts and start to head inside .Sykes waits a beat , then reaches for the call button to signal another car . WE FOLLOW HER FINGER to the `` up '' button and - A blackened fingertip , trembling , barely enough force behind it to hold a delivery bell button down .

- I do n't - it's just - I ca n't reach him. He's not picking up the extensio -

Yeah, ye - I - uh, there were, earlier, there was that guy Carrut -

He uh - he asked about - I'm - he wanted to know whic - what floor security was on, then I saw him get on the elevator with the other agent.

The other agent. He said he was here to do an inspection and later, when he got on the elevator with the other guy, Carruthers, I saw him wearing one of our security jackets.

Hollis Elmore , hypothermia - ravaged , racked by seismic - like seizures , body temperature terminally low . The delivery door is flung open and A KID of about twelve stands there ; cross - eyed , coke - bottle eyeglasses , shirtless , wearing a rising - sun head - wrap and karate Gee . He says nothing .- Elmore collapses - consciousness strains , snaps - he blacks out as his jaw collides with the concrete - - As Dupree 's bagged corpse is hefted onto a coroner 's gurney and wheeled into an awaiting ambulance . Deeks ' body follows .

The parking lot teems with local news trucks . Passerby 's crowd the police line . Messner is on his cellphone , incensed , confused . A Sheriff 's DEPUTY flanks him .One of the Crime Scene Recovery TEAM MEMBERS approaches , hands Messner a printout . A faxed , blown up rendering of a Nevada Driver 's license . We recognize the face .The CS Team Member holds an evidence bag aloft .Messner takes the bag , gawks , ca n't quite make out the contents .- Commotion close , Sheriff 's task force members , hustling past , hopping into cruisers , firing their sirens . A fifty - something TASK FORCE CHIEF approaches Messner .

Hollis Elmore, resident of Las Vegas, formerly with the P.D. there. He's a known associate of Dupree's.

Elmore's fingers. Whorls are in bad shape from the frostbite, but we got a good pull for latents, positive ID.

Dupree's rental. A Dodge Stratus - Picked up yesterday at a commuter airport in Reno, Nevada.

A crime scene unit already has the area cordoned off . Police photographers circle the rental car snapping pictures as uniformed units scribble license plate and VIN numbers . A limo arrives , the Swede disembarks , black valise in tow . A group of Sparazza henchmen surround him , spiriting him toward a nearby stairwell , anxious to avoid the police . Doc Gill and Hugo , sitting in their car , a little leery at the heavy police presence . Hugo takes up his cellphone .Gill shakes his head `` no '' as Hugo dials . Gill retrieves his own phone as he climbs out , dialing , moving to the trunk .He clicks off , Hugo is completely unaware of the call he just made . Gill pops the trunk , removing his medical bag

The phone rings , Beanie moves to answer it , tossing his balled up Versace shirt to Soot/Vitoli .Soot nods , unfurls a laundry tote , sticks the shirt inside , hand moving within the bag -- Beanie , turning , reaching down for the ringing phone when - THWAP - something plunks him hard from behind - he 's knocked forward by the force of the impact - startled - instinctively slapping at that area - thinking something stung him .He looks around , alarmed , head on a swivel , hand probing the pain , not aware of the blood coursing from that spot , streaming down his back . The phone continues to ring . Then Beanie hears the small metallic warble of something rolling around on the floor behind him , gradually settling . A sensation overtakes him . and he grows very still with it . He looks down at his hand for the first time . sees blood there , reaches up with that same hand and finds the tattered hole right above the base of his spine - small wisps of smoke drifting up out of the wound . He turns , numb . and sees what looks like a spent shell casing , just ejected , coming to rest on the tile . The phone continues to ring . His eyes track upward to Vitoli the Butler , holding a silenced 9mm - aim still held . And that 's when it dawns on Beanie . He 's just been shot in the head .Three more soundless shots from the 9mm put a humane end to these proceedings - blowing Beanie 's body over a sofa chair . His three - hundred plus pound frame slides to an unceremonious halt in the remnants of the shattered coffee table . Israel 's calf - skin coat lies near Beanies dead body , a pool of blood surrounding it , soaking through and all the while . The phone continues to ring .

Ivy and Israel , oblivious to what 's gone on , fifty feet away .Israel looks from the ringing phone - to the gun in his bag - no good - Ivy will kill him before he clears the bedspread .Ivy lets that .50 caliber hang like intimidation itself . Israel looks over at the ringing phone , then back at Ivy . He slowly withdraws the deck of cards from his robe pocket , begins shuffling at lightspeed , firing them across his body , left to right , right to left .He does , snatching a card cold from the deck , turning it to Ivy .Israel , a card slipping from his sleeve , into his throwing hand . Ace Of Spades . He keeps it cupped .

Locke , inbound to Tahoe with a detachment of D.C. Agents accompanying him . He 's examining contents from the confidential package he received earlier : PHOTOS of a post - op Primo Sparazza , plastic surgery shrink - wrapped , his face swollen and deformed , dozens of photos , dozens of dates .He scans the surgical reports , specific sentences and words pop : `` MALIOFACIAL DISORDER '' `` DEGENERATIVE BONE DISEASE '' `` BULLET FRAGMENTS '' He keeps reading .

No, these phones are hardwired directly to maintenance. Once we reach the penthouse, I can call down and have the system taken off - line.

An emergency shut down of our entire elevated lift system? No sir. That has to be handled by my staff.

`` Bill '' aka Pasquale Acosta , hitting a walkie - talkie against his leg , checking for a signal - faking the whole affair .Carruthers , behind him in the elevator , checking his cellphone -Carruthers , annoyed , stowing his cellphone .Carruthers , absent nods , anxious . Acosta/Bill , back to futzing with his walkie - talkie - going so far as to remove the battery - - And that 's when Carruthers sees it . Bill 's fingers , flesh mottled at the tips , horribly scarred over - - something clicks - memories fire - photostrobic . The briefing in D.C. , Supervisor Locke -Carruthers ' expression goes black .Carruthers stares at those fingers , backs against the wall , hand moving slowly toward his waist - suspicions pique .Carruthers unclips his belt holster .Acosta . sensing it . keeping his back turned .Carruthers gets a hand on the stock of the .45 on his hip .A long , drawn silence . then , static emits from Bill/Acosta 's belt - his walkie - talkie was working all along . Jig 's up . Acosta spins back - spring - loaded blade firing from his sleeve - Carruthers clears his holster - Acosta closes the gap - blade flashing , passing through Carruthers ' hand , slashing tendons , shearing bone , hot butter . - Carruthers screams - grip gone , gun tumbling - instinct kicks - his good left hand hauls the .45 out of mid - air , clutches , squeezes - BLAM ! Acosta 's abdomen eats the blast , burps blood - Carruthers , a severed hand tucked under his chin , held in place - he extends , pulls , fires again - Ricochets clip overhead fluorescents , fixtures catch strays - shatter - glass filament explodes - razor slivers rain down . Acosta , struck , slumping - a silver automatic appearing from his other sleeve , trigger finding finger just as the last of the lights flicker and die - A beat sustained - just hard breathing and fluid hitting the floor - Everything goes stiff - - the two take silent aim in the pitch black and fire simultaneously , blazing away - emptying their weapons into each other from inside three feet - Gunblasts illuminate ghoulish features , muted screams covered in gore .

Georgia Sykes , concerned , finger to her ear , picking up something off her IFB earpiece : Muted gunshots , static - scrambled . it 's the sound of Carruthers and Acosta , ending one another 's lives in the lift below .

Watters sweeps the penthouse level with her rifle scope .Watters hears something crackle over one of the scanners . a transmission to Nomad security staff .Sykes looks up to see the elevator has reached her floor .Sykes looks at the elevator doors in front of her as we .

The Tremor Brothers , waiting arrival on the penthouse , armed to the teeth , each one tethered with an array of pistols , rifles , knives , hatchets , hacksaws ; the tools of their trade ; to be implemented in the most godless manner imaginable . Muzak drifts in over the speakers , when suddenly the car lurches , cables catch , brake boxes shriek and the elevator car comes to abrupt stop . The Brothers exchange looks as power is cut and they are plunged into darkness . An emergency recording sounds from the elevator 's ceiling speaker .The recording defaults into a maddening loop . then , the sounds of someone unzipping a bag in the dark , hands moving objects around , metal clanks off metal as the bag is rummaged . A brilliant flash , hot white to iridescent red as a road flare is struck , showering Darwin Tremor with a deluge of sparks as he holds it aloft .Lester and Jeeves , effortless aplomb ; the speed and dexterity of a seasoned pit - crew . Lester pulls a torque wrench from the bag , pops the panel bolts on the elevator 's power box and strips the electrical wiring in seconds - Jeeves removes a gas - powered generator from their Mary Poppins - like carry - all carpet bag . He primes the pump , yanks it to a sputtering start and feeds the AC lead to his brother . Lester takes it , locates the service override conduit and ties in . Darwin admires this deft display of skill from his idiot brethren . As the elevator 's power cycles back on we . CUT TO :

Please remain calm. Elevator service has been temporarily suspended and will resume momentarily.

Light switch flipped on , revealing the shrunken , shriveled , fetal - like form that is Hollis Elmore being carried by MARGIE TURLOCK , 63 , part - time RN , full - time souvenir shop owner . A substantial , tank of a woman , Margie manhandles Elmore , dropping him into a lukewarm bath , brimming with grey water .Warren sniffs , licks lovingly on an ice cream sandwich , but never bites it .Margie indulges her grandson , no end .- Warren begins to smile , a snarl of misshapen yellow teeth , smeared with chocolate , bracketed by chrome - colored braces .Warren puts the ice cream sandwich in his mouth and begins hopping up and down , kicking , striking the wall with great , disturbing ferocity . Margie cackles at this .Elmore , struggling against imminent death , watching this display with increasing dread . He scans the sink basin - sees it lined with anti - depressants ; Ritalin , Thorazine , etc Warren keeps throwing hard roundhouse kicks into the wall .Margie marches off and Warren immediately rushes over to the tub , placing himself directly over the inert Elmore and assuming a martial arts stance . He opens his mouth to speak and the ice cream sandwich tumbles out , landing in the tub .Warren bows before he squares up and begins methodically delivering a `` Kata '' of punches and kicks . violently and expertly snapped within millimeters of Elmore 's face . Elmore , helpless to raise his arms or defend himself , stares in horror as the boy , his glasses beginning to fog and drip with perspiration , works himself into a furious lather .Elmore holds up his stump of a hand , pinky wagging in pathetic plea - no use - Warren is in a state of unhinged , near - animal frenzy - his eyes wild , a small , yet prominent erection beginning to poke through his karate gee . Margie returns to the bathroom , scolds her grandson . He squares up on her , feigning a blow to her face . She clouts him , hard backhand , big flabby arms restraining him , hauling him out of the bathroom . He bleats like a butchered sheep . Elmore , left alone , stark naked , shaking - he turns his head , gazing into the other room - a newscast plays on the television : A Reporter , lakeside , via live feed . standing in the same parking lot where Deeks and Dupree were killed . TELEVISION SCREEN We slowly DOLLY BACK , revealing a different room .

Okay sweetie, now I'm a registered nurse and this was my bath not a half hour ago, so it ai n't as hot as it could be, but we're gon na get you all toasty warm in no time -.

Warren, Warren - go on an' get grandma her hot blanket and her heating bag, the one in there under the sink in my bathroom.

Oh, you little foxy, trying to fool your Nana! You heard me did n't you!?

Now Boogie, Grandma needs her big helper boy now, go on an' get those things and grandma'll rub your feet!

- the two men slain here earlier today as authorities speculate as to the apparent disappearance of a third. The names of the victims are being withheld, pending notification of family members, but Action Seven has learned that one of the deceased, identified as Jack Dupree -

So them fellas were your friends then? The ones that was shot and tossed into the lake? Were they police officers too?

Them was left over from my hysterectomy, so they're a few years old, might be outta date.

You sure you do n't want me to call an ambulance honey? I think it's crazy you not going in. y' got what looks like hypothermia and real bad frostbite. They could wind up amputatin' if y ` do n't get it treated.

Warren! Now you go and practice your nunchucks now, leave us be for a bit Shug.

M'sorry about that boy, his momma abandoned him going on a year now, his daddy, my boy Dale - Gulf War vet, s ` over in the Reno - Washoe Correctional facility - got some `` clarity'' issues. He did some home invasion sodomy - torture type stuff, wrote a buncha bad checks, got hisself consecutive life terms - shipped off to Soledad there in California.

Anyhoo, m ` husband Bill took the coward's route, n'committed suicide by hangin' ` bout nine months back. Ever since then, little Boogie there's been the man' a the house!

We've also learned that Mr. Dupree was employed as a process server and bondsman for Draygo Bail Bonds and may have been in this area on a fugitive apprehension -

A rental vehicle, registered in Mr. Dupree's name, has been recovered in the parking lot of the nearby Nomad Hotel & Casino.

Rupert Reed , shit - faced off belts of straight scotch , a stack of shot - glasses on his chest , gaped - jawed at the television .Reed lurches up , going for the phone , shot - glasses scattering , scotch bottle upending , bouncing off the bed .TELEVISION SCREEN We slowly DOLLY IN now .

Victor Padiche , playing solitaire , one card frozen in his hand as he watches the news .

Agent Messner arrives , flanked by shotgun - toting Sheriff 's deputies , local cops and Bureau field agents . They deploy , cordoning off the scene , taking control . WE SEE Hugo and Doc Gill , ducking down , Hugo still has the phone to his ear . As they approach a rear stairwell with a door that reads : `` AUTHORIZED PERSONNEL ONLY : PENTHOUSE LEVEL '' two FEDS descend , chaining and bolting the door .

The phone is still ringing as Soot , Browning 9mm at his side , stalks the voices coming from the master bedroom

Ivy , fingers brushing his gun grip , stares Israel down .Israel readies the playing card behind his back , slips it between his index and middle finger - Ivy shakes his head .- Israel steps hard , slinging the Ace sidearm , sailing it toward Ivy , surgical strike , right eye , blood bursting at his browline - Ivy goes down in a heap .Ivy , doubled over - he drags the .50 cal from its holster and lets fly - FIRING . Big bore rounds rip right through the wall , punching dinner - plate sized holes in the plaster . Israel goes to the ground as Ivy , bleeding , blazes away -

- Soot takes cover as bullets whistle by - he tucks the 9mm away just as the doors to the suite are blitzed and the security team stumbles in , guns drawn , grouped tight -They assume quasi - combat stances ; six idiots , crab - crawling their way across the room . Soot stays prone , plays scared , realizes that his rubber appliance nose has come loose , tries to adjust it - ca n't , has to hide his face , burying it in his sleeve , wiping more make - up off in the process - Mustache is on point , pistol trained . He spots Soot cowering .Soot shakes his head a vigorous `` no '' as Mustache and his men turn their attention to the bedroom .Mustache and his men round the corner into the master bedroom .

Ivy , down on one knee , depth perception shot , trying to reload , bullets slipping through blood - slicked fingers - Israel lies on the floor behind the bed , breathless , chest heaving , frantically trying to pull the small automatic pistol out of his overnight bag .One of the bodyguards spots the body of Beanie , lying dead in the remnants of the coffee table .Ivy hears this , let 's the gun slide from his hand , standing , eye swollen to a bleeding slit .Ivy , looking past them , seeing Beanie 's lifeless body , laying there . Israel peers out , sees the same thing .Two of the bodyguards rush to Beanie , bending over his body , checking for vitals . Ivy , suspended in the doorway , stunned . One of the security team looks back ; no good . he 's gone . Just then , the phone stops ringing .Ivy , shocked , dismayed . Israel , starting to see his sweetheart deal with the Feds go up in smoke . He immediately mobilizes .Soot , from the other room , careful to keep his face concealed .Israel , a grimace . two too many people involved . Israel nods , thinking , does a bump of coke , right out in the open .Soot nods .Mustache , glancing over at Soot , seeing him nod .Mustache and his men brace Ivy , taking advantage of his disorientation and dismay and swiftly escorting him out .

They amass around the elevator , taking care to double handcuff Ivy now . Mustache pushes the call button . It fails to light .

Choked with generator and road flare smoke , lit like hell itself . The Tremors stand at arms , shrouded in a miasmic mung of horribly toxic fumes , filling their lungs with it .

Mustache hits the call button again , still nothing . Yet one of the lifts appears to be ascendingHe keeps hitting the call button , but it wo n't light .

Watters pours herself a glass of Chablis from the mini - bar .Sykes , getting some separation on the elevator doors , pulling her 9mm , using it like a crowbar .Sykes , struggling , when the doors suddenly retract on their own . She 's staggered by what she sees in the elevator , tripping back , heels catching , dumping her on her ass -She sits up , stupefied . cordite and pistol smoke drift out of the open elevator doors like a funeral dirge . The sound of a bone - saw emanates from within .

Carruthers and Acosta . wartorn , shot to hell , post - battle standoff , just staring , weapons emptied , bodies bullet - punctured , leaking life . both are breathing , but just barely .Filament and glass dust cover everything . Blood streams in steaming fissures , floating spent shell casings and fluorescent shards cover the floor of the car . Acosta , clinging to life itself , clutching the whirring bone saw , trying in vain to reach Carruthers . Sykes wades forward , wary , Glock vise - gripped .Sykes , glancing from Carruthers to Acosta . A beat .

Elmore , seated , wrapped in quilts and heated blankets , shivering horribly , lips blackened , flexing brittle fingers on his good hand , trying to restore feeling , teeth clattering like ten thousand tea cups . Margie Turlock enters , arms loaded down , grandson Warren hot on her heels , a set of Nunchukas under his arm . Elmore , palpable hatred , pure bile for the boy . Margie sets the assortment of goods down on the table in front of Elmore ; tourist - themed hats & sweatsuits from the shop , a pair of thermals , a collection of pill bottles and what appears to be an old Vietnam - era ammo box .Elmore nods , rifling the pile in front of him , going for the pills . Margie pulls a pot of coffee off the stove , pours a mug . Sets it down in front of him .Elmore eyes the labels ; Vicodin , Vioxx . morphine - based . Nice . Just numb it all .Warren sits in the chair next to Elmore and begins mimicking him , shaking epileptically , doing his doofus bit , tucking three fingers away , waving a stump , belly - laughing .Warren scowls , getting up , in super - slow motion , making sounds with his mouth as he stands , robotic whirs , buzzes , clicks - Margie chuckles at her grandson , she ca n't help it - Then , in a blur , Warren snaps , abruptly slamming the nunchakas on the table , the rebounding portion of the weapon almost hitting Elmore in the face . He bolts the room before Grandma can scold him , his titters echoing off like taunts .Margie , cackling again - the facade of sanity showing serious signs of strain . Elmore pulls the ammo box across the table . Stenciled on the side : `` 177th Airborne Division - Charlie Company - Reckon '' He cracks the lid .Inside , army memorabilia and bric - a - brac ; patches , service - tags , dog - earred b & w polaroids , ancient titty mags , -LRB- which make Margie horribly uncomfortable -RRB- Saigon bottled beer and most importantly , a .357 Colt Python . Elmore lifts it , looks it over , feels the heft , drops the chamber - it 's loaded . He sifts some more , palms loose bullets at the bottom of the box . He cracks a blackened grin , rolling the pistol 's chamber and snapping it shut as we . A padlock being locked and secured .

Elevators and access doors locked down indefinitely . Casino and hotel patrons file out in less than orderly fashion . Craps players , pissed that their `` hot streaks '' have been cut short , harangue police and sheriff 's personnel in passing . Barflys and blackjack habituates , accustomed to staying in one spot for months on end , have to be manually removed . The four call girls , trying to argue their way past security and onto one of the elevators , realizing they 're not getting anywhere near the Penthouse level . Messner coordinates the Nomad 's exodus , continually adjusting his earpiece , trying to contact Carruthers , two agents flank him .The pimply Casino Employee is at the center of an intensive on - spot interrogation being conducted by a group of agents . Messner arrives , stares at the kid .The kid , head bobbing , gnawing fingernails , cuticles mangled .Messner stops cold .Messner turns , bores in on the kid , no more bullshit now .The kid glances around , oops - my mistake - tries to amend .Messner turns on his heels , the other agents tag along .As they move past the group of call girls , still arguing with security as we . CUT TO :

Alright Ricky, I want you to explain to Agent Messner exactly what happened and do it slowly please.

Israel , sickly , face bloodless , sitting down on a couch , setting the small handgun down on the table next to him . He digs at his chest now , in considerable pain , rotating his arm around , trying to rouse it .Israel gazes at Beanie 's body , trying to figure out an appropriate course of action .He takes out his cellphone , dialing Morris Mecklen . Soot appears behind him , easing the 9mm out of his waistband and resuming his stalk . ever . so . slowly .

Israel 's security crew , surrounding a still - stunned Sir Ivy , waiting on the lift . One of the elevators approaches . The rest appear to be down .Suddenly , the stairwell doors are flung open , revealing Hugo and Gill . All guns whip simultaneously to that spot .Hugo , thunderstruck .Ivy , ashamed , not looking up .

One of'em on it's way up. This does n't make any sense, what's wrong with the rest of'em?

Sykes , holding Carruthers ' FBI credentials after patting him down . She does n't notice that power has been restored to the elevator .

Watters , trying to listen to Sykes , but concerned by the sudden surge of activity from the police scanners .

Sykes , pocketing the Carruthers ID . Behind her , Acosta manages to move enough to cover the `` Bill '' ID on his jacket . Sykes turns back to him , moving over to his now still form - blood drenched , barely conscious , eyes flittering like black flies . she kicks the bone saw from his hand . It spins to a gradual stop . She leans over him . the stiletto blade he used to dispatch `` Bill '' and hack Carruthers digits off has retracted back into his sleeve . Sykes begins patting him down , moving dangerously close to that sleeve , her neck hovering right above that spot -She pulls Acosta 's bogus ID . Gerald Diego : Federal Bureau of Investigation .

Messner , having commandeered an elevator - his IFB earpiece picking up interference - distorted crosstalk , some sync of some kind , voices , clipped , delineating , spiked with static :Messner , finger in his ear now , listening hard , hand up , quieting the rest of the car .As the car rises past the fourteenth floor , the signal sharpens , crystallizes less than a second -Messner reacts -

The Elevator arrives with a `` ding ! '' Mustache and his men wait for the doors to open . heavy black smoke begins to slowly seep through the cracks , rolling up and along the walls , unfurling finger - like across the ceiling . From within the elevator car itself , a pull engine sputters to a stall . A HEART BEGINS TO BEAT OVER THE SOUNDTRACK . A steady thrum , building slowly .

Israel on the phone , consumed by chest spasms . Soot , his Vitoli visage now mangled beyond recognition ; nose sheared off , rubber chin and jaw prosthesis . He throws back the tablecloth covering his service tray , takes an igloo cooler off ice inside , pulls surgical tools from it - scalpel , forceps rib - spreader , etc. , He arranges them pre - op style . He removes a phone from his jacket , hits `` Send '' waits , says :He reaches Israel , leveling the 9mm to his skull . Israel is completely unaware as he clutches his chest , breath coming in great laborious gulps . He 's on the phone to Mecklen . INTERCUTThe doors to the suite open and in stride Hugo and Doc Gill . Soot , gun raised , watches as both men look up and meet his gaze . Nobody moves . THE HEARTBEAT CONTINUES . Quickening . Hugo , a guarded step forward , squinting .Israel turns back , sees this demented version of Vitoli aiming at gun right in his face . Israel 's breathing suddenly cinches up tight , his pulse triple - timing . He turns back to Gill .Hugo takes a step away from Gill , alarmed , his hand inch - worming toward the gun on his waist . WE TRACK THE HAND as it becomes - - Agent Messner , reaching for his gun as the elevator arrives at the fourteenth floor .

Messner and a heavily armed contingent of cops and fellow feds exit the elevator , fanning out , quietly situating themselves at the far side of the hallway with a clear line of sight to the open elevator at the opposite end . HEARTBEAT ACCELERATES MORE

Sykes , having heard the elevator arrive , leans against the wall , gun up , listening -

Sykes , hearing that last transmission simultaneously .She glances down at Carruthers , sees his IFB in his lap , realizes that 's where the voice is coming from . Plugs it into her ear .Sykes , covering Carruthers ' IFB , whispering into her own .

Watters , re - targeting , bringing the Barrett .50 to bear on the lower floors , sighting down from the top , counting back to fourteen , settling , locking off the tripod , gazing through her scope . HEARTBEAT BUILDING STILL , becoming more erratic . WATTERS POV : Fourteenth floor , big glass windows , drawn curtains . she nuzzles the eyepiece , finger slipping delicately inside the trigger guard . waiting .

With Sykes attention diverted , Acosta begins slowly moving his hand toward his pant leg , reaching for a hidden ankle - holster as we -

- Mustache and his men , hands going to their rigs , shoulder and waist . A handcuffed Ivy watches with them as the elevator doors open and a big plume of black smoke vacates the car , eerily cast light burns blood red within , infernal , hellish . Now , another pull engine leaps to life from inside the car , this one gnarled and guttural , winding out . a chainsaw . HEARTBEAT JACKHAMMERING NOW . Out of control . The sound falls away , leaving only the runaway throb of the beating heart as we - Buddy Israel . Both hands going to his heart . Something horribly wrong . He pitches forward , falling away from Soot 's pistol - THE HEARTBEAT crescendos wildly , out - of - control . A BELL - RANGER HELICOPTER , the heartbeat becoming the thwack of rotor blades as it lifts off with Deputy Director Locke and an FBI tactical team inside . MONTAGE . a kaleidoscope of scenarios about to be played out at the exact same second . shared fates . Shakespearean fraught . in this soundless realm the CAMERA TAKES US PAST THE FOLLOWING : HUGO - Looking on in horror as Israel collapses . DOC GILL - Rushing to Buddy 's aide . SOOT - Bringing the 9mm up , leveling it on Hugo . MUSTACHE - Sensing grave danger , his gun being drawn . His men following suit . IVY - Pulling away from his captors , looking for cover . DARWIN TREMOR - Stepping from the elevator , strapped with a sawed - off pump shotgun in one hand , a vintage elephant gun in the other , looking for lives to end . LESTER TREMOR - Chainsaw snarling , spewing oil , psycho smile spreading viral across a pockmarked face . JEEVES TREMOR - Sledgehammer in a scabbard on his back , holding WWII era German `` Potato - Masher '' grenades , gripped like drumsticks , pins pulled . He hurls them . CAMERA MOVES PAST THEM , DOWN ELEVATOR SHAFT TO : SYKES - Pulling extra clips from her handbag , securing them under her garter belt , dumping her heels in favor of hose . ACOSTA - Pant leg lifted , moving panther - quiet , tortoise - slow , unfastening the snap on his ankle - holster . CARRUTHERS - Near death , eyes locked on Acosta , his mortal combatant , trying desperately to reach his own ankle holster . MESSNER - Watching as his team moves into place around the elevator . Checking his own piece , flicking off the safety . WATTERS - In the Hotel window across the way , sniper - rifle snug to her shoulder , eye on the scope , waiting for the word . CAMERA MOVES THROUGH RIFLE SCOPE UP TO AND INSIDE EARPIECE Inside the earpiece at 10000x normal magnification ; micro - sound condensers and circuits the size of skyscrapers . Then , a voice makes the landscape tremble , like the trump of God :THE CAMERA SUDDENLY REVERSES PATH Back out of the earpiece , down through the scope , over the barrel of the rifle . BOOM . A .50 caliber bullet is birthed . The fourteenth floor window of the Nomad detonates with concussive ferocity - creating a hailstorm of shattered glass that sweeps the length of the hallway , engulfing cops and feds whole . Another round tears in after it , exploding a gilded ceiling stanchion , sparking off the rebar , tripping the sprinkler system , dousing the corridor - everybody runs for cover . One of the AGENTS , wounded , summons another elevator . Messner , undeterred , advances on the elevator containing Sykes and Carruthers . CAMERA TRAVELING BACK Sykes , Glock ready to rock , about to move . Acosta , pulling a pistol from his ankle - rig , preparing to backshoot Sykes . CAMERA ASCENDS BACK UP THROUGH SHAFT Chaos . Carnage . Full blown bloodbath . Heavily - armed men on an overkill override . Mustache and Co. , waging close quarters warfare with the Brothers Tremor . Bullets blaze , bodies drop , everything burns - Soot , shooting Hugo several times - Hugo falling back , confused by the abrupt pain , baffled by the appearance of blood . Gill , overtop of Israel , trying to force feed him nitro - glycerin tablets . Buddy goes into full cardiac arrest . Disparate sounds collide now , swell to a great tumult - an incomprehensible crescendo of explosions and chainsaws and gunshots and screams as we - CUT TO BLACK . nothing . complete and utter silence . Primo Sparazza . sitting in that hospital bed . waiting . The Swede . sitting on a sofa in his suite with Sparazza 's men . waiting . Rupert Reed . drunk and despondent . by the phone . waiting . Victor Padiche . hand - wringing . watching his phone . waiting . All of it happening at lightspeed . Watters , reloading , watching as leaden contrails of gunsmoke pour from the pulverized fourteenth floor . She resumes her assault . Messner , a few feet from the car containing Sykes . More sniper fire rakes the hallway . Another elevator arrives , opens . call girls inside . They snuck up somehow , past security . The gunplay gets them spooked , scared - they scramble from the car - cops and feds try to stuff them back inside the elevator as rounds continue to rain down . One of the girls catches a hard ricochet , wig leaping off her head as a bounced bullet punches through her skull - she crumbles , instant casualty . Messner hardly notices , moving instead toward the other elevator car .Carruthers , pawing feebly at her , moaning - trying to warn her - she shrugs him off .BANG - Sykes squeals , spins back , feels numbness spread over her legs and lower trunk , knows she 's been shot .ACOSTA fires again , bullet ripping through her studded bustier , gouging kevlar , nicking ribcage - embedding into the IFB receiver on her hip , ruining it . Sykes falters - tries to raise her gun - Acosta raises his aim to her head , about to deliver the coup de grace - Messner appears now , sees Acosta , sights him when - BLAM ! BLAM ! BLAM ! Acosta 's chest explodes , he slumps , the gun sliding away - Messner swings wide on the car to reveal : Carruthers , smoking gun , trembling aim , exposed ankle holster . empty . Sykes , kevlar burning , smashed round still hot , she tries to pull her vest off , finds her newly paralyzed arm uncooperative . Messner , advancing now , keeping an eye on his partner as he moves toward the car .Messner enters the elevator , rushes to the doomed Carruthers .Messner takes his partner under the arms , lugging him into the open hallway , stripping off his shirt . Carruthers severed hand nearly falls away from the rest of his arm . Acosta spits blood from the lungs - his breathing now a bog of pinched snorts and gurgles .TWO FEDS enter to remove Acosta from the car - he lets out a guttural yelp as they hoist him - real pain or playing possum , impossible to tell . As his legs clear the elevator doors , they slowly close on the wounded Sykes . Messner , tries to prevent them from closing , ca n't - gazes up at the digital counter as the elevator continues its ascent to the Penthouse level .

Sykes , riding up , wounded , vulnerable , trying to reach the control panel to stop the car . She keys her now useless IFB .

- Watters , panicked , pulling the Barrett up off its tri - pod , hitting the hallway , double - timing to the stairwell . She has no idea that she 's lost radio contact with Watters .

Plaster and debris everywhere , sprinklers tripped , most of Mustache 's team shot , shredded or burnt to a crisp . Pieces of building and bodies either waterlogged or fully ablaze . Mustache and Darwin play duck and cover , exchanging fire . Jeeves , out of grenades , sledgehammer swinging , crushing wall studs , scattering remaining security team members . Ivy , sheltered , having survived the opening salvos , gets ahold of a gun from a chainsaw - shorn former security member ; Lester sees Ivy arming himself , blitzes him - chainsaw snarling , revved out , sending fantails of gristle and chipped bone everywhere . Less than fifteen feet separate them . Ivy fires , shots deflected off the blade 's teeth , seconds from getting gutted - he adjusts his aim high , emptying the gun into Lester 's chest , bullets blazing haywire , blowing out between Lester 's shoulders , stopping a hard charge cold . Lester , lopsided , bullet - dazed , drools blood . then dies . Ivy dumps his clip , searches for another - the chainsaw falls , stalls . Jeeves , hefting the sledgehammer like a hayseed John Henry , looks over as his older brother 's life come to an end . He reacts badly .Jeeves buries the sledge in a wall , takes up the chainsaw , rips the pullcord , resumes the charge - Ivy , finds a clip , slams it in the stock , points , pulls - trigger - stick , hammer - jam . He falls to his back , scurrying away , trouble finding traction , soles slipping - he keeps pulling the trigger . Jeeves straddles him from above , raises the saw like a great wooden stake , about to bring it down - - BAM ! Ivy 's automatic discharges . The round splits the saw 's gas tank , spritzing fuel , dousing Jeeves - A beat before the tank suddenly arcs , exploding , lighting Jeeves up like a four - hundred pound bonfire , bouncing him off the walls ; a human Hindenberg , fully engulfed . He flails , burns , howls , falls . molten fat melts off his body like lard butter . Darwin , dismayed , both brothers down . He moves on Mustache , dispatches him with detached efficiency , snapping his neck clean . He then starts toward Ivy , who 's trying desperately to crawl out of there .

Hugo , crawling across the floor , knees dragging over his own blood trail , trying to reach : Israel , on the ground , dying . Soot 's gun has jammed . He clears it efficiently , patiently reloading the weapon as Doc Gill , in panic mode , performs full chest compressions on Buddy as we -

Messner , doing the same to Carruthers , trying to restart his heart . Acosta , lays there silently , slowly bleeding out , being tended to by a team of agents . In the b.g. Cops and Feds gather near the window , searching for the assailant , binoculars and rifle scopes strafing the Horizon hotel across the way , concentrating at the open window near the top floor .

WATTERS , running up the hallway , past alarmed maid service and hotel staff . She reaches the lower floor window and raises the scope to her eye , searching for Sykes -WATTERS POV She sees the Feds and Cops in the Nomad window across the way . Smoke clears , her field of vision through the scope expands , sharpens .- And that 's when she spots the call girl , face obscured , lying dead from a headshot in the hallway . her heart sinks . and she assumes the worst : Sykes is dead .She flicks to full - auto and opens fire right through the glass in front of her - big gas - ejected shells pop from the breach like bowling pins - the gathered throng across the way in the Nomad window seem to vaporize in a violent collage of heat , blood and building chunks - Watters bucks big sobs , blasting away with the Barrett .

Sykes , standing now , knock - kneed , kevlar discarded , down to a black bra and mini - skirt , blood dribbling over her midriff , deep indentation near her sternum - big yellow bruise in bloom - the bullet did n't penetrate . her elevator arrives at the penthouse level and as the doors open we -

Darwin , looming over Ivy , about to bring the sledge down squarely on his skull - the elevator doors open in his periphery . He looks over , sees Sykes standing there , barely clothed , wet with blood , gun in her hand . and grins . Sykes , seeing Darwin standing over Ivy , holding a sledgehammer - recognizes him as the perv from earlier . She levels the Glock , stepping out of the elevator , steadying herself against the wall , steadying her aim on Darwin 's head .Then , the sound of an helicopter intrudes , rotor thrum , building steadily , growing louder - the floor seems to shake as the chopper approaches - nervous eyes dart - nobody moves .

The chopper draws closer , growing louder - Hugo , still trying to crawl toward his downed boss . Soot finishes him off with a flush headshot . Gill , frantic , rapid chest compressions on Israel , who gags , starts , coughs , heart back up and beating . His watery gaze moves from Gill to Soot , who know stands overtop of him , aiming the 9mm down at him . Israel averts his eyes . the end has come . He looks over and sees his lamb - skin coat , lying there , soaking in Beanie 's blood , ruined beyond recognition . A tear escapes his eye .Soot puts the gun flush with Buddy 's skull when suddenly , the ceiling begins to tremble and shake . the sound of a helicopter filling the air .

Messner is losing Carruthers , ca n't revive him , begins to crack - hammering on his chest . it 's no use . He 's dead . He sobs - something slides from his pocket . He glances down . sees that the bag containing Elmore 's severed fingers has fallen from his pocket . Does n't remember hanging onto them . He replaces them in his pocket . Looks down at his dead friend , sees his severed hand , also missing fingers . the absurdity of this makes Messner want to cry laughing . and that 's when he hears the chopper . and sees it as it rises up past their floor , past the contingent of Cops and Feds slugging it out with Watters across the street .

Watters , ears ringing with gunfire reverb , reloading - salvos of return fire ripping back at her - then , all at once , the shooting stops - She pauses , thinks it 's a ploy - then slowly peers over the window sill as the Bell - Ranger comes into view , over the Nomad , touching down on its narrow rooftop .

The doors to the Penthouse level are bashed open and the windows implode as FBI tactical agents repel in , weapons drawn , swarming , surrounding the scene , shouting commands - Darwin Tremor drops the sledge , jackrabbits for the elevator , diving in as the doors close - Sykes , stumbling toward Ivy . He sees she 's injured , scoops her up like a new bride - she places something in his hand . Acosta 's fake FBI credentials . Ivy looks , nods , gets it - agents approach , combat crouches , MP - 5 's at arms .Ivy , flashing the I.D. , taking care to cover the photo .Commotion and confusion swirl . The Agent , unsure , searching for some confirmation - ca n't find it , dismisses them and rushes into the Penthouse . Sykes and Ivy slip out the exit .

Soot , disarmed , handcuffed . Israel , propped up , sweating badly , seizures still hobbling his heart . Gill , being patted down by the Agents , prescription pills confiscated . Soot is held at gunpoint and flex - cuffed , the remainder of rubber appliance pulled off his face . The agents begin to initiate an `` All Clear '' over their radios . Moments pass before Deputy Director Locke enters the room , He approaches Soot , studies him , to one of the agents ;The Agent nods confirmation . Locke reaches into Soot 's coat , finds his cellphone . hits redial .Locke disconnects , passes the phone to an underling .

Messner , bounding up the steps , gun drawn , hears voices coming down the stairs toward him - stops , checks his weapon .

Ivy and Sykes descending the stairs . He carries her like a princess , sweeping her down landing after landing .Sykes , somehow shy , sweet , gazing up at him .Ivy , big smile .This gets Ivy 's biggest grin .He reaches the seventeenth floor , rounds the corner , nearly runs into Messner , has a gun thrust in his face .Sykes recognizes him and in a blink has a gun under his chin .Messner , eyes moving from Ivy to Sykes . Stalemate , no sense pushing . He moves past them , hits the stairwell exit on eighteen . Ivy and Sykes resume their trek down the stairs .

Messner , bashing in from the stairwell . WHIP PAN OVER TO REVEAL : The Swede , still accompanied by the Sparazza goons , arriving in the elevator at the same time .

Darwin , on his way down , rolling around on the floor of the car , covering himself in congealed blood and bullet casings , slicking back his hair , losing the security jacket , splashing yet more blood on himself . Satisfied , he snatches Carruthers ' F.B.I. credentials up off the floor . and waits .

The elevator arrives at the far end . A small asian man carrying a stack of clean towels steps off and starts down the hall - sees Watters , sees the .45 trained on him - does an abrupt about face and disappears back inside the car . Watters lowers the gun , wipes tears , the area around her is littered with spent .50 caliber shells . The fourteenth floor of the Nomad is now empty . Sirens wail in the distance . Down below , Watters can see a bevy of law enforcement personnel streaming toward the Horizon . She slowly takes the Barrett off the ledge , begins breaking it down , glancing up at the Penthouse of the Nomad as we . CUT TO :

Director Locke waits . Messner and The Swede appear in the doorway . The Swede nods to all concerned and starts toward Israel . Doc Gill acknowledges the Swede .The Swede kneels down next to Israel , dropping his black valise , cracking it open . Messner , dazed , dumbfounded , sees Locke .Locke approaches , lays a comforting arm on Messner , guiding him to a chair .The Swede , working on Israel , shaking his head , something 's wrong . He stands , crosses to Locke , silently confers .Suddenly , Soot breaks from his captors , sprinting for the shattered Penthouse windows , launching himself - a swan dive out into the open air - He hangs there for a moment , an aesthetically striking form ; like Lazarus cast against a cobalt blue sky , backlit by the sun from the lake below - - till gravity grabs , pulls - plummeting him toward earth , sending him headlong into the vast expanse of concrete below . This startlingly event is dismissed by mutual shrugs and a collective lack of concern . Messner is absolutely agog .Locke says no more - starts out of the Penthouse with the Swede , Dr. Gill and Buddy Israel in tow . A Bureau forensics team arrives to quietly tag and bag the dead . Messner stands there , absolutely agog .

Hives of activity . Cordons and crime scene lockdowns like onion layers , multiple law enforcement agencies , confounded , confused - too many cooks , too many kitchens . Nobody knows who the hells in charge . Local paramedics and EMT 's cart out the wounded . Coroners and M.E. 's cart out the dead . Reporters and national news outlets crowd police barricades outside , competing for coverage , as - Acosta is wheeled through the lobby , hooked up to IV and oxygen , looking ghastly , like something exhumed . He catches the eye of the pimply casino employee and manages a wink . He 's flex - cuffed to the gurney and pushed against the wall for the moment as the Agents move off to deal with the recent appearance of Lazlo Soot - whose body has been unceremoniously splattered over the parking lot . As the Agents depart , Acosta peers down at his shackles ; simple plastic binding rods - he smiles . a moment later the stiletto blade fires from his sleeve as - Darwin Tremor staggering out of an open elevator , blood - sodden , head down - FBI badge held aloft for all its worth . Playing it up , free pass , Agents rush in , hold him upright , help him toward a line of awaiting ambulances outside as - Ivy and Sykes , being released from the stairwell , cut chains sliding off - Ivy holds up pilfered FBI creds . Rampant confusion makes the moment possible . He 's waved through , carrying Sykes , looking every bit the good Samaritan . Sykes , a mess of mascara , adorned in her unmentionables , looking every bit the prostitute she appears to be - she spots the woman at the counter from earlier . The woman gazes back , jaw agape . Sykes can only shrug . if you ca n't beat 'em - join 'em . She and Ivy cross the lobby as - Messner . morose , exiting another elevator with the sheet - draped body of Carruthers on a gurney . Gandersen , the Nomad owner , spots him , starts over , looks to unleash , gets close enough to catch Messner 's expression . Sees it in his eyes . enough dead bodies for one day . Messner continues moving through the lobby , hears the chopper taking off as - Through the clear glass atrium of the Nomad , the Bell - Ranger goes airborne against an impossibly clear winter sky , banking south toward Las Vegas . The Horizon hotel across the way : The Fourteenth floor window .

Watters , gear stowed , seemingly indifferent about the level of law enforcement heading up her way , about to launch an Alamo - like last stand in honor of her fallen sista . She hears commotion erupt from outside as survivors begin filing from the building . She takes up the Barrett , gazing through the scope , looking , looking , looking . stops . holy shit . it 's her . It 's Sykes . And she 's alive and being carried by a man , a big gorgeous black man that she 's gazing upon with utter love and longing . A boulder - sized lump takes shape in Watters throat ; betrayed , backbit - tears come to fast to contain , too many to control . Numbed . the sensation leaving her fingers , she finds herself racking the bolt on the Barrett and gazing through crosshairs . taking aim on Ivy 's head . Behind her , the elevator arrives , an a dozen armed cops , hoo - rah from it , hustling the length of the hall , descending down on her -BOOM !

A gunshot in the distance followed by shrieks - Darwin Tremor snaps his head around at the sound , moving past platoons of Cops and Feds now rushing that way . His I.D. is out , affording him easy egress . He hops the stairs up , top level , Barracuda parked at the rear of the lot . As he approaches .Darwin glances over at . Hollis Elmore , standing there , skin horribly discolored , disease afflicted . He wears a hooded tourist sweatsuit ; `` Ta - Hoe , Ta - Hoe It 's Off To Fun We Go ! '' stitched in cursive across the front . He 's holding the Colt Python against his hip .Darwin , a beat , what - to - do . hillbilly - acumen in overdrive .Now Elmore raises the Colt with his good hand , advancing on Darwin , moving gingerly , his legs not quite there .Darwin tries to stay tight , composed .Elmore keeps coming .Darwin , uh - oh .- Oops .Darwin . speechless . he 's done .Elmore , that Colt looking like a cannon this close to Darwin .Elmore , still nodding .Darwin gazes up at Elmore , some fraternal bond forms .A pause . Elmore nods .Darwin , slowly lowering the Colt .Darwin , sifting through his pockets , tossing Elmore the keys .Elmore brings the Colt back up . Darwin , hands up , hold on -He reaches in , pulls a joint off the dashboard , forages , finds matches , lights up , starts off .Darwin , walking away , taking huge hits off that joint , traipsing down the steps , getting stoned out of his mind . Elmore , considering , re - considering , looking at that Colt .- As he back shoots Darwin with all six rounds from the Python , blowing holes through him . Darwin goes lop - sided , legs failing , lit - joint still smoking in his mouth as dies standing , only to fall like cut timber seconds later . Elmore acts quickly , sliding into the ` Cuda and starting it , that big block Hemi roaring to life under the hood .

Pedestrians and passerbys drawn to the commotion at the Nomad , the bottleneck bogs traffic down , making it impossible to move . Elmore crouches low as police and emergency personnel cross in front of the car . Slowly , the crosswalk begins to thin and then finally clear . save a single man : Messner . standing right in front of the Barracuda , staring at the tires , staring at Elmore . The two lock eyes as he moves around to the driver 's side , reaching into his pocket - - Elmore lifts the Colt up off his lap , putting his heavily bandaged hand on the wheel . Then he sees Messner 's FBI creds , clipped to his belt - ca n't tell if this one 's legit . He sets the Colt down on the floorboard as Messner walks up , pulling a plastic bag from his pocket : The one containing three severed fingers . He glances down at Elmore 's mummified left hand , holding out the bag for him to take . Elmore , unsure , accepting the bag , seeing what 's inside , embarrassed by it - he sets it down on the seat next to him .Messner , nodding . A beat .Beat .Beat . Messner nods .Elmore looks up at him - what does it matter .Messner , a thought , then :CUT TO BLACK

Messner walks in , cleaned up , pressed suit , no tie . He badges himself past the front desk . An ORDERLY approaches .Messner nods .

You can take that stairwell up, the I.C.U. is at the end of the hall.

Messne exits the stairwell . Droves of Feds and justice department types crowd the third floor hallway , around the I.C.U. . The mood is subdued . The Swede exits a per - op suite , dressed in scrubs and a surgical gown , talking with Dr. Gill , who is also dressed for surgery . Messner searches the hall for a familiar face . finds it . Locke , far end , talking with an aide .The aide sees Messner approach . Locke follows her eyes , turns .Locke , angered , handing his clipboard to the aide , taking Messner by the arm , leading him away .A gun is in Locke 's side now - against his ribs - he looks down , stunned . Now it 's Messner who 's leading him away .Locke , pale , shook up .

Locke and Messner enter . In an oxygen tent erected on one side of the room , sits the shrunken figure of Primo Sparazza . On the other , a barely conscious Buddy Israel . Both men are hooked up to multiple I - V 's and heart monitors .Messner turns back to Locke , mind racing , searching his memory , sparking to - The Diner . The day before .Messner turns back , gazing at Israel and Sparazza .Israel and Sparazza glare at one another across the room with pure , unadulterated hated for the other .The reel - to - reel machine spins :Messner . words ca n't begin to describe his dismay .Messner steps closer to Locke , close enough to throttle him .- Oops - slip - up , too much talking . Locke goes silent .Locke says nothing . Messner levels his gun on him .Locke reluctantly hands Messner the confidential package we saw delivered to him earlier in the film . Messner pulls the photos of a post - op Primo Sparazza - The Diner , Carruthers and Messner , the day before .Messner . a slow , sickening realization taking hold . Jersey Turnpike . The past : A '51 Ford Fairlane , flush with an embankment , bullet perforated , dead - body draped . A top - coated man stalks the vehicle 's sole survivor , FREEMAN HELLER , shooting him in the back . He rolls over and is shot point blank in the face . THE CAMERA TILTS UP to the top - coated gunman , who returns the pistol to its holster , revealing . An FBI BADGE , clearly visible , clipped to his waist . Messner , staring at Sparazza . now he knows .Freeman Heller/Primo Sparazza , lying there on the turnpike , unblinking blue eyes staring up dead , bullet punctures issuing blood , swelling consuming the facial features , distorting , perverting . then , inexplicably . those blue eyes blink .The Diner . The day before .Messner , head in his hands .A beat . Locke , a reluctant nod .Messner glowers at Locke . ca n't believe what he 's hearing .Messner 's head falls into his hands .Locke , swallowing hard , struggling to assert his authority .Locke , not getting it as Messner takes aim on the oxygen tent containing Sparazza . Locke 's eyes inflate , he reaches - grabs - gropes - NOOOO - ! - Israel , the faintest of smiles as - BOOM . THE END

A MAN recumbent on the bed , playing a TRUMPET , his white dress shirt defaced by a flower of blood . The room is ON FIRE all around him . He is playing Miles Davis ' moody , Spanish - influenced SAETA , a haunting and lonely piece .A DUFFLE BAG FULL OF MONEY ON THE BED . The money burning , tiny flaming pieces floating around the room .A PHOTOGRAPH of a woman taped to the inside of a trumpet case . The photo is on fire . Only her smile remains .A GREETING CARD on the floor , a teddy bear and the word , CONGRATULATIONS ! on the front . The wind from the fire blows the card open . Inside , a BLACKENED BLOOD STAIN .FADE OUT . FADE IN .

Maybe I'll let you decide. Maybe you can help me, friend. As you can see, I do n't have a hell of a lot of time left.

Avenging angel. Judas Iscariot. Loving husband. Prodigal Son. The prince of Denmark?

All of these? None of these? You decide, friend. You decide. Trumpet player? Speed freak?

Methedrene was first distilled by a Japanese scientist before WWII. Hand it to the Japanese, they knew a good thing when they saw it.

This guy's so tweaked, he probably thinks he can survive this without a scratch.

By some estimates, 2 % of the Japanese population had a meth problem after the war : factory workers, soldiers, pilots. Maybe that's why it took two bombs to get'em to surrender. A nuclear blast is just a minor nuisance to a determined tweaker.

In the fifties, the housewives got ahold of it. Dexedrine. Benzedrine. Methedrene.

Now that's a classic speed freak for you, skinny and cleaning the house. I'll bet her poor husband never knew what hit him in the sack either.

There were even rumors that one of our presidents dabbled with mysterious `` energy shots''. Imagine that : a slammer in the White House.

If it's true, I'll bet ol' Krushchev never got a word in edgewise.

By the late 60's the government finally cracked down and sent the whole thing underground. Bikers controlled the market for a while.

But now anyone with a basic chemistry kit and the right ingredients can cook it up at home.

Ever see a long - haired tattooed freak buying up all the cold medicine he can lay his hands on at three in the morning.

Take it from me, he ai n't got no cold. He's a cook. Look in his kitchen and you'll find a whole grocery list of unsavory ingredients.

Drain cleaner, hydrochloric acid, match heads for red phosphorus, ether and of course the cold medicine. that's for Ephedrene, soon to become Methedrene

This guy's a regular Julia Child. Problem is, I'll be even Miss Julia fucks up the bouillabaisse from time to time.

And so this is where I find myself. No. I should choose my words more wisely : this is the world I sought out. The land of the perpetual night - party. Day swallowing night and night swallowing day. The crank compressing time like some divine piston on its awesome downstroke.

We've been at this for three days. or is it four? Tweakerrs, lokers, slammers coming and going, swearing eternal allegiance and undying love for one another, only to wake up after the binge and realize you would n't walk across the street to piss on one of'em if their head was on fire.

I know what you're thinking. But do n't give up on me just yet. And for God's sake, do n't pity me. Do n't make any judgments until you've seen my whole story.

Nah, we did n't bring'em. That's just your good crank talking, brother.

Hey, Bobby, look. What you got going with your old lay, it's none of our business. We're just a couple of dope fiends trying to score.

If it's all the same to you, I'd rather not dish right here in the middle of Crankville.

Well, you know what they say, just because you're paranoid, does n't mean everyone's not out to slice your balls off and shove'em down your throat.

It was all pretty informal. Did n't have a lot of time to exchange pleasantries.

Dude is bugging. Transparent spiders, plastic men - the whole nine yards.

Alas, the lovely Mrs. Bobby was playing the bologna in a Posturpedic sandwich.

And to think Miss Manner was living down the hall from me and I did n't even know it!

You really oughta be more careful. This is not a good neighborhood.

How the hell am I gon na do that? You guys are still stringing me a long on that possession charge.

Fuck you, Garcetti. I been at this for almost a year. I've done everything you guys have asked of me.

You're brain is in reverse mode. cutting off your supply of dopamine. Here. Have a beer.

Business. I need to leave town and I find myself in dire need of some cash.

You remember that guy you told me about. said he could handle a big hook - up?

I'm getting a 10 % finder's fee from my man if I can get the right price.

25 grand. You introduce me to your boy, I'll cut you five grand out of my take. That's all you got ta do, just get me in the door.

Personal protection. It's a dangerous world we live in, Jimmy, a very dangerous world.

You know, Jimmy, you might as well put a sign on the back of this thing asking the cops to pull you over.

Yeah, I uh, have a buyer who's looking for about a quarter's worth.

Pooh - Bear, I do n't mean to be rude, but I get the feeling you are n't taking me seriously.

Look. I'd like to help you out. but I really do n't want to get involved.

I do n't know. you could be staking your financial future on stealing Bob Hope's stool specimen.

See. No matter how bad things are, there's always someone a little worse off.

Problem is, it's usually half - full of something that tastes a lot like urine.

Look, it's really none of my business but why do n't you just dump this guy?

Do n't tell me, down deep he's really not a bad person and you do n't want to see him get hurt.

I met the guy at a party. He said he wanted to do a biggie. He's new in town so I offered my services.

I swear. That's all he gave me. Hell, I did n't give him my real name either.

Now that I can help you with. Nasty boy. goes by the name of Pooh - Bear. He's a chef. Check with Palmdale P.D. I'm sure they're keeping box scores on the guy.

Standard vig. Minus five for a certain blabber - mouth moron by the name of Jimmy the Finn, who's living proof that natural selection is a flawed theory.

Look man, I just wanted to make some dough and disappear. I did n't want to wait around for Domingo to figure out who doubled back on him.

But now I've seen the error of my ways. I'll just walk away. call the whole deal off.

No. No way. These guys catch a whiff and I'm a fucking bag of Bandini.

Hell, yes! What the hell do you expect zapping Mr. Johnson with that crackler?

Nah. I'm strictly minor league. except for the fucked - up part.

Dude played his soul right out the end of the horn. No false notes. Always honest.

Look, I ca n't help you with Quincey if that's what you're after.

I'm making the small buy tonight. if I do n't get beaten to death with a wheelchair or something. If everyone is happy, we'll do the big deal later in the week.

Captain Steubing, listen to me. You're after the wrong guy. This is the fuck you should be talking to.

Jimmy told me that Little Bill's been shorting Pooh - Bear. settin' up his own stuff on the side.

It's true. Jimmy saw him flashing a pimp role at a bar the other night. said he was dissin' your ass in front of one of your customers.

Did it ever occur to you that someone might cop to something they did n't do rather than have their balls chewed off by a rabid weasel?

You know, I'm starting to think I'd rather take my chances with Domingo than go through any more of this shit.

Closure? How do you find closure when her killers are still running around out there?

Is that what you want me to do? Put it all on Jesus? Let him sort it out in the afterlife?

And you ca n't stand it that I walked out of there alive and Liz did n't. You think I'm a coward, do n't you?

But forgiving the butchers who killed Liz well I'm having some trouble with that one.

I'm genuinely happy that you found some peace, Nancy. But you ca n't forgive for Liz. No one can. And you ca n't forgive for me.

Did you know that Liz and I got into an argument the night she was killed? I acted like an ass and I never had a chance to apologize to her. Do you know what that feels like?

Nothing. It's. it's complicated. I just want you to know. I'm not what you think I am.

What about a battered woman's shelter? You can move you kid in with you.

She died knowing that I was a coward. that I did n't lift a finger to help her.

No, you're wrong, I tried to tell myself the same thing but I could have gotten up. I could have done something.

I want to do this for you. I want to do something good for a change.

Never mind. Just do what I say. He holds out the baggie. Colette backs away.

I'm offering you the chance to take care of your problems. Take it.

Do n't make the same mistake I did, Colette. Do something while you have a chance. Do it for your daughter before something happens.

He helds the baggie out again. Colette reluctantly takes it from him.

Tommorrow night, when he is asleep. I want you to beep me at this number. He writes the number down on a dollar bill.

Do n't worry about it. Just go across the street and watch. You'll know when it's safe to go back.

Just do it. All your problems with Quincey will be taken care of.

You ever notice how I always showed up, in the middle of a binge? Left before it was over? How I sneak away for cap - naps? How when the crank came around to me, I always said I'd just done one?

You asked me how I always keep my shit together. Well, that's how.

Are you kidding me? A bunch of amped - out tweakers? It was easy.

Because I do n't want to see you end up like Kujo and those other losers.

I thought that maybe if you knew that I did n't use, you might see it in yourself to go clear.

Just make sure you come alone. This guy wo n't like any surprises

I swear to God I would have done'em right then and there. but I had to be positive. And even if Tanner was involved, I had to be sure about

I gave up whoever they asked for, whenever they wanted. I was a fucking dream rat. But the whole time I was sizing them up, looking for any evidence that they were the guys who killed my wife.

I knew that if these were the guys I was looking for, I'd have to set up a deal so sweet, they would n't be able to walk away from it.

These guys are smart. I knew they would n't hit a deal unless they knew all the players. I needed a big buyer.

I'm fine. Little nervous. little disappointed that I did n't finish this myself.

Can you do me a favor? This girl I know, her boyfriend's a real piece of shit - dude's really jamming her up. I promised her I'd try to help.

Could you call Gardena P.D. tell'em you got a tip that the guy's holding? Maybe have'em send out a patrol car?

This is bullshit. You did n't say anything about anybody else being here.

there's two guys with masks and guns in the other room about to kill your wife.

But you know if you go out there, they'll kill you, too. You'll both die. What do you do?

Do you go out there and die like a man or do you live to fight another day?

Well, I've had some time to think about it and it's pretty simple after all. I guess it's like the man said - `` Man is the measure of all things.'' I should know. I ran the gamut. Avenging Angel, Judas, loving husband, prodigal son, prince of Denmark. I was all of those things.

Tom Van Allen got his revenge. Good for Tom. And Danny Flynne? He got gut - shot for being the low - life rat that he was. Sucks for him.

EXTREME CLOSE - UP of a glass pipette dripping a clear liquid into a glass beaker .

A wide - eyed , jaw - grinding KAMIKAZE PILOT with a death - grip on the controls .STOCK BATTLE FOOTAGE - a Japanese Zero crashes into a battleship , bursting into a ball of flames .

A wide - eyed , June Cleaveresque housewife in a picture - perfect white dress vacuums the floor of a picture - perfect house .She attacks the same spot over and over again , one hand clutching the vacuum , the other stiffly holding a cigarette .

THE LEG OF THE BED rattling and bouncing loudly off the floor . STOCK FOOTAGE - J.F.K. pumping the hand of NIKITA KRUSCHEV .Kennedy talking animatedly .

A sleepy - eyed TRUCKER emerges from his tractor - trailer and approaches a loitering HELL 'S ANGELS - type .

The trucker gripping the wheel with the same death - grip as the Kamikaze .

A CASHIER scanning container after container of COLD MEDICATION .The cashier looks up at the aforementioned FREAK , a frozen grin plastered on his face .

TRACK DOWN the kitchen counter on various containers .CONTINUE TRACKING to a series of BURNERS , BEAKERS and TUBINGThe freaky cook sees something he does n't like . His eyes widen .

Thick blankets and tinfoil taped over the windows . A huge container of empty beer cans , washed and neatly arranged . Lines of crystal meth on a mirror as precisely arranged as Nails as the Nuremberg rally . A GROUP OF TWEAKERS in the middle of a binge . Two skinny women , NANCY and Teresa bent over a drawer - full of neatly folded socks on the living room floor . They stare at the drawer as if they were pondering a Rembrandt .They take the socks out and being rearranging them again . Three guys squeezed onto a couch together : KUJO , JIMMY THE FINN and CREEPER . Kujo is talking a blue - streak . He makes Dennis Leary took mealy - mouthed . Creeper and Jimmy stare straight ahead , clearly bugging .And he does .DANNY is sitting in an armchair . He is the only one who looks tired . He sits there , taking the scene in . ALL SOUNDS FADE OUTDANNY 'S P.O.V. - SCANNING THE ROOM . NO SOUND . The girl 's folding the socks . Kujo ranting on . Creeper and Jimmy the Finn grinding their jaws . the BLANKETS AND TINFOIL ON THE WINDOWS .BACK ON DANNY . He blinks lethargically .Suddenly .

So the alphabet, I mean look at it, there's 26 letters. Why not 27 or 28 or 106? And the vowels : a, e, i, o, u. What the hell is up with that?

What I'm saying is that I love it! It's great. I could go on all night about it.

Let's take every letter individually. I mean, let's really break the mother's down.

Billy Sutcliffe said he saw you at a bar down in Gardena a few weeks ago. Said you looked so bad, he barely recognized you.

I know everyone deals with grief in their own way. I know how hard it is to find closure.

I found forgiveness in my heart for the people who killed my daughter. I gave my grief to Jesus Christ.

You've got to deal with this sooner or later, Tom. You ca n't keep hiding.

Love your enemies, bless them that curse you, do good to them that hate you, and pray for them which despitefully use you, a persecute you.

Danny, listen up. Here's the deal. my wife's pimp knows a guy who works at Cedars Sinai medical lab. They're getting a very special delivery a week from this Friday.

Danny, come on. If I'm gon na let you in on the opportunity of a lifetime, the least you can do is pay attention.

He delivers at four o'clock on the nose every Friday. Alpha team will be in the elevator with the courier. That'll be Danny and Creeper.

Every member of the team will be equipped with night vision goggles, a police scanner and two - way radios.

number two team, which will be me and Jimmy, will be positioned in the stairwell at the other end of the hall.

With alpha team following from the elevator, number two team will approach from the stairwell, cutting the courier off before he reaches the lab.

Facing superior numbers and an array of high - tech weapons, the courier will have no choice but to comply with our demands.

Now here's the beautiful part. The getaway. Both teams will rappel right down the center of the stairwell, change clothes and walk right out the front door like nothing happened.

You should use something smaller. He's the same size as the office. It does n't ring true.

Danny and Jimmy the Finn walking towards the front door .Danny nods .

Was. I'm on the fucking ghost train right now, man. You got anything for me?

I'm serious, dude. You always seem to be on top of things, even when you're tweakin'.

You think maybe there's any drugs left in his room? You know, like hidden?

You. You're smooth. You use words like dire and shit. You got language skills, man.

Well, you know how Winnie the Pooh always got his nose stuck in the honey jar? Well, Pooh - Bear snorted so much crank, they had to cut his nose off. He's got a plastic one though.

But why? You only owe me five. And that's not till after we close the deal tonight.

It do n't matter. I'll do it. And you sure as hell do n't have to pay me.

It's you! I did n't have a picture or nothin' so I had to describe you to the guy. Not bad though, huh?

If you do n't trust me, why did you tell me that stuff about not using drugs?

I do n't know. a little. I wish you would have let me in on it from the beginning.

Maybe I can use it for like, inspiration. you know. like when I detox?

Would n't be a favor if you were paying me. I'll just take my five when the deal is done.

As the door opens , Danny discovers that it is TWELVE NOON and the sun is blazing . The party house is revealed as a cheap stucco apartment building crammed in the middle of BUSY BUSINESS DISTRICT at a major intersection . Jimmy and Danny slip on sunglasses and brave the light .They slink along like two albino rat vampires with sunglasses .

Danny and Jimmy standing there looking at something OFF SCREEN . Danny and Jimmy looking at one another , then back at what they were looking at . A GUY sitting on the bed in his underwear , looking down at his left arm and holding a can of BUG SPRAY at the ready in his right hand . He is completely motionless , studying his arm with hypnotic intensity .Bobby never takes his eyes off his arm .Bobby readies the can of bug spray , his eyes widening .Bobby lets loose with the spray , dousing his arm .Bobby 's mouth wide with stupid joy and continues to cloud the air with bug spray .Danny and Jimmy wait silently . Bobby finally stops spraying , satisfied he has killed the imaginary spiders . He looks up at Jimmy and Danny , his eyes swimming with stupid , drug - addled confusion .Bobby squints .Danny and Jimmy notice something simultaneously . There is something under the mattress - A HUGE BULGE .A MUFFLED MOAN from under Bobby . She is between the mattress and the box springs .Bobby starts slapping the top of the mattress with his hand . New MUFFLED SCREAMS from underneath .Bobby immediately stops . Looks at Jimmy with incredulity .Bobby springs from the bed , grabbing something as he rises . Danny and Jimmy suddenly staring at a SPEARGUN which is loaded with two stainless steel spears . Bobby stands there alternately pointing the speargun at Jimmy , then Danny .Bobby nods towards something behind Danny . Danny and Jimmy do n't move or speak .Bobby rubs his nose .Bobby tilts his head .Bobby twists a smile , revealing speed - blackened teeth .Bobby lowers his speargun .Jimmy breaths a sigh of relief .

You thought you could fuck with Bobby, you thought you could fuck with Bobby, you thought you could fuck with Bobby!

Danny and Jimmy exit the room , closing the door behind them . Danny looks at Jimmy .WHAP , WHAP ! Two spears plunge through the cheap door , stopping inches from Danny 's head . They run like hell .

TIME LAPSE . The sun plunges down . The sky turns black . The moon races up and down . The sky lightens . The sun races up and down . Night comes again .

Everyone crashing . Jonestown , post Kool - Aid . It looks like they have all simultaneously fallen asleep where they were standing or sitting . Danny stirs awake . Looks around . He stretches . KNOCKING OVER A BOTTLE OF BEER . ALL OTHER SOUND FADES OUT AS the beer SPLATTER to the floor . IT IS UNNATURALLY LOUD . DANNY staring intently at the spilling liquid . The beer pools up on the floor . Danny transfixed by the image . The last few drops of beer LOUDLY splashing down .

Danny waiting in the shadows . A car , sans headlights , pulls into the alley and stops . Danny emerges from the shadows , opens the back door and lays on the back seat .

Two guys in suits in the front , TANNER and GARCETTI . Tanner . blue eyes and SHAVED HEAD , an air of ex - military around him . Garcetti : swarthly and serious , a MIASMA OF BAD - ASS ATTITUDE .Tanner drives out of the alley .

Garcetti thinks everything is shit. He does n't even like dolphins.

I'm serious. He hates'em. You ever hear of anyone who did n't like dolphins?

The money? The drugs? Keeping yourself out of jail? I know the drill.

Just the way the world works. Look, as far as tweakers go, you are n't a bad guy. You never hurt anyone but yourself as far as I know.

Bobby laid his own tracks. He could have gone quietly but he played the hard - ass con till the end. And as far as I'm concerned, he wife and kid are a hell of a lot better off without him.

One think I do want to know is how the hell did you get yourself into this position to start with? You seem like a smart enough guy.

Danny, he is n't gon na find out it's you. Domingo was a slinger, he must have sold to hundreds of different people.

And if you're that worried about it, maybe you ought to get out of town.

Soon. I promise. We'll get the charges dropped and you can disappear. In the mean time, trust me, he has no idea that you ratted him out.

No. You just handed us a new one. We can go Federal on your ass right now : ongoing criminal conspiracy. Intent to buy and distribute $ 250,000 worth of crank. What's the mandatory on that, Al?

Guy scores dope and dollar from ripping off other drug dealers. As least that's what the word is.

That's probably what he would have done if we had n't found out about your get - rich - quick scheme.

Nothing local so we ran his prints through the F.B.I. Believed to be a major supplier in Texas. Jumped bail on a murder rap last April.

You're a fucking coward, Flynne. You lived like one and now you're gon na die like one.

Danny , Tanner and Garcetti outside the car in a deserted park . Danny pacing .QUICK FLASHES OF BOBBY 'S TATTOOS .Garcetti produces something from the front seat of the car and trudges over .The humorless Garcetti hands Danny a `` WANTED POSTER '' . Bobby 's mug shot glaring .FLASHBACK - INT . CHEAP MOTEL ROOM - DAY Bobby 's hand extracting the eightballs from a nylon bag full of meth .QUICK SHOT of an open drawer . A GUN can be glimpsed inside .ANOTHER QUICK GLIMPSE of the closet . A shotgun butt visableThe WOMAN 'S HAND protruding from underneath the mattress .A SILHOUETTE visible through a crack in the BATHROOM DOOR .A BEAT - UP ELMO DOLL and SOME COLORING BOOKS on top of the dresser .

I'll tell you why you did n't help - because you're a chickenshit tweaking snitch. You're a bottom feader, Flynne.

Danny, it's really pains me to have to tell you this, but do you remember DOMINGO, that wetback you helped us put away for trafficking a few months back?

And he's making a lot of noise about having his homies hang a Colombian necktie on whoever it was.

You know that thing where they slit your throat and pull your tongue out of the hole.

Apparently they call it a necktie because it hangs down about yay long and looks very similar to a tie. Is n't that weird, Danny? Is n't that weird?

Anyone ever ask you to be such a disrespectful smart - ass all the time?

Okay, let me help you. You're setting up a deal with a Chinese redneck. Quarter of a million.

And he probably only told two people and they probably only told four people and on and one. You know better than to tell a secret to a tweaker, Flynne. Might just as well broadcast it on the evening news.

Who'd have thought it? Danny `` Chickenshit'' Flynne trying to go large right under our noses.

No. You've got me all wrong. I mean, in you own pussified way, you actually got some nuts in your little sack.

We're coordinating with Palmdale P.D. We'll have your sorry ass covered.

She's 57 and she's been teaching third grade for the last 33 years.

You're paranoid, Flynne. I think that crank is finally starting to get the best of you.

Just make sure you hit the floor when we come in. It could get ugly in there.

Back on Danny .Garcetti looks at Danny with contempt . They head back to the car .Garcetti throws Danny up against the car . Nose - to - nose .Garcetti lets Danny go . Stomps off .

A GAGGLE OF ONLOOKERS , including a NEWS CREW , watching from the parking lot . BOBBY 'S WOMAN screaming at the top of her lungs as she tries to get a Bobby 's sheet - covered body . A SWAT TEAM packing up nearby . One of them suddenly does a graceful little Tai - Chi gesture . A LITTLE GIRL clutches at the screaming woman 's legs . REVEAL DANNY , amongst the onlookers . His expression gives nothing away . A ribbon of blood snakes from Bobby 's body , over the parking lot curb and runs into a storm drain . As the blood SPLATTERS to the bottom , mixing with a pool of filthy water . THE SOUND IS UNNATURALLY LOUD .

The place cries out `` YOU HAVE FINALLY HIT THE ABSOLUTE BOTTOM ! '' Danny exist the stairwell and approaches his door . A WOMAN ONE DOOR DOWN FROM DANNY 'S ROOM struggles with her groceries . When she goes to open the door , one of the bags breaks , spilling its contents onto the floor . Danny walks over .She scoops up the groceries and hurries into her room . Slamming the door behind her .There is a can on the floor . Danny bends down to pick it up .He looks at the can . INSERT - CAN The label is in CHINESE .No reaction .After a moment , the door swings open . Danny is holding the can out with a big smile on his face .The woman smiles . A pretty smile . Sad too .She smiles again . World - weary . Sweet . Those eyes . Sad . Sexy . Sad and sexy .She closes the door abruptly .

The burning room from the opening scene . Danny 's dirty clothes on the bed . He emerges from the shower , a towel wrapped around his waist . There is a BIG STAR - SHAPED SCAR on Danny 's shoulder . He walks over to the closet , takes a METAL LOCKBOX from the top shelf and puts it on the bed . Pulls a key from his pocket and unlocks the box . He sits there staring at the contents for a moment , then gingerly takes them out . CLOTHES . A white dress shirt , black slacks and wingtips .

Danny dresses in his clothes , combing his hair . He goes back in the lock box and pulls something else out . A TRUMPET CASE . He walks over to the cheap vanity and sits down in front of the mirror and stars for a very long time .He slowly opens the trumpet case revealing a GLEAMING HORN inside . Runs his fingers along the length of it and up to . A PHOTO OF A WOMAN taped to the inside of the lid . A self - conscious smile on her face like she 's uncomfortable with having her picture taken .He takes the trumpet from the case - A CHECK from a LIFE INSURANCE COMPANY and a DRIVER 'S LICENSE with Danny 's picture and the name TOM VAN ALLEN .He starts to play . `` Saeta '' again . AN IMAGE appears on THE BLANK WALL BESIDE HIM . MOVE OFF DANNY AND UP TO THE IMAGE . IN THE IMAGE - A HUGE LAKE in the middle of the DESERT . CONTINUE MOVING IN ON IMAGE AS WE CUT TO .

Danny and THE WOMAN FROM THE PHOTOGRAPH sitting on the shore . Watching the sunset . She is his wife , LIZ . Danny playing `` SAETA '' on his trumpet . Danny and Liz are alone , except for the myriad birds , silhouetted by the falling sun . A gust of wind rushes across the lake , blowing Liz 's hair all around her face . A dying fish on the waterline , gills pumping for oxygen . Danny finishes playing . Silence . IMPORTANT : DANNY WILL BE KNOWN AS TOM IN THIS SCENE .Danny playfully tackles her to the ground .Danny starts kissing her over and over again .She finally pushes him off . He rolls off of her and snuggles up next to her , spooning her in the sand .Liz smiles , snuggles closer to Danny .

A virtuoso rendition. TOM VAN ALLEN is nothing short of dazzling in his interpretation of Miles Davis' haunting, moody piece.

You know how I make that song melancholy when I play it? I think of what my life would be like without you.

I wanted you to ask back there. You know, before you got us lost.

I never once asked you to stop playing. I would n't dream of it. So do n't take your low self - esteem out on me.

Hey, do you think you could eat me if you had to? And if so, which part do you think you would find the most delicious?

First you want me to ask for directions, then you do n't. Which is it?

We all know how much you like hearing that. Okay, Liz, I was wrong. There. You happy?

No. You know what gets old? Being reminded what a loser you are every time you screw up.

But that's okay, Liz, you're the one with the steady job, you pay all the bills. I'm just an unemployed musician. You have every right.

Danny sitting at the vanity holding the trumpet . THE IMAGE IS STILL PROJECTED ON THE WALL BEHIND HIM .NOW THE DANNY IN THE IMAGE ANSWERS .BACK ON THE IMAGE as Danny and Liz walk away from the shore . The sun sinks completely below the horizon . A long fish hawk floats on the last of the thermals . The dying fish breaths its last . Danny -LRB- at the vanity -RRB- closes his eyes . SERIES OF QUICK CUTS The trumpet goes back in the case . The lid is closed . The case goes back in the box . The neatly folded clothes are laid on top . The box goes back to the shelf . The light in the closet is turned off . FADE OUT . FADE IN .

Danny and Tanner sitting across from one another at a picnic table . Tanner writing serial numbers down as he counts out SEVERAL HUNDRED DOLLAR BILLS . Danny watching silently . Tanner puts the bills in an envelope , licks the flap , seals it and slides it over to Danny , who does n't touch it . The envelope lays there between them for the following conversation .Danny smiles .Tanner shakes his head and smiles .Danny stuffs the money into his jacket .Garcetti emerges from the men 's room , zipping up .Garcetti sits down next to Danny . Sighs .Garcetti puts his hand on Danny 's shoulder , really playing it up .Garcetti leans in closeDanny knocks Garcetti 's hand away and stands up . Garcetti stalks him .Danny turns to TannerDanny paces back and forth .Garcetti chuckles at Danny 's fear

Harlan Dale Monty a.k.a. Pooh - Bear. Did five years manslaughter for beating a pimp to death with an electric wheelchair.

Danny sitting cross - legged in front of a gravestone . A PICKUP TRUCK slowly winds its way up the access road towards Danny . Danny stands up . Dusts his pants off . The truck stops nearby . The strains of GARTH BROOKS from inside . Danny approaches . The passenger 's side window rolls down revealing . A BAD - ASSED ASIAN DUDE behind the wheel . He wears a cowboy hat and a rodeo belt . He looks like the Chinese Marlboro man . This is BUBBA . An AIRBRUSH painting on the door panel - a bad likeness of Bubba astride a horse , dressed as a cowboy with a huge - breasted Pamela Anderson - type on the saddle behind him .Bubba fires up a cigarette , revealing a pock - marked face . He carries a gun in a tooled leather shoulder holster .Danny climbs in . The window goes back up . As the care pulls away , we . MOVE back over to the gravestone . The stone reads : `` ELIZABETH VAN ALLEN . BELOVED WIFE ''

I wan na do a small buy first. Ten thousand. We'll see how it goes.

Because I do n't know him and I do n't really know you, partner.

Get used to it. You're in a very tenuous position on the food chain, hoss.

Danny sitting at the bar , nursing a drink . He looks nervous , eyes darting around for potential assassins . He has nothing to worry about with this crowd , harmless alcoholics all . Jimmy The Finn enters and approaches Danny . Danny signals for Jimmy to go to the back , then gets up and follows him , carrying two beers .Jimmy has dark circles under his eyes .Jimmy sighs , scratches his arms . They are all scabbed up .Danny chuckles .Jimmy finishes his beer . Danny signals to the cocktail waitress for more beer .Danny smiles at Jimmy 's choice of words .The beers arrive . Jimmy lays into his , downing it in one long gulp . Danny slides his over .Jimmy shakes his head in wonder .Jimmy frowns .Jimmy 's a drug - addled eyes catch a glimmer .Jimmy sucks what 's left of his beer down .Jimmy becomes paralyzed by the math .

Danny walking home . Sparse traffic on the street . He walks with his head down and his hands thrust in his pockets . A RED CAR approaches from the opposite direction . It SLOWS as it passes Danny . Danny looks over . The DRIVER is obscured by the reflected glare of a streetlight , but it is obvious that he is staring right at Danny . Danny plays it cool . Keeps walking . The red car pulls a SLOW U - TURN . Danny hauls ass . The red car catching up . 7Danny runs down a service street which runs through the back of a series of apartment complexes . The red car follows , slowly prowling the street . Danny squeezed behind a dumpster , watching . It is now too dark to see the driver . The car comes to a stop . Danny hugging the dumpster tight . Another car pulls into the tight street , behind the red car . The driver of the other car SOUNDS HIS HORN . The red car speeds off . Danny walks quickly the other way .

A WAY - TOO - YOUNG BLACK KID stares DIRECTLY AT CAMERA , an ARRAY OF HANDGUNS , KNIVES , RIFLES AND SECURITY EQUIPMENT spread out on the dining room table before him . He is squeezed into a terry - cloth jumpsuit , his body festooned with gold jewelry , his hair all wet jerry - curl . He looks like Barry White , Jr. .The kid speaks in a HUSKY MONOTONE , completely FLAT and HUMORLESS . He sounds like one of those kids selling candy door - to - door with a memorized pitch told by rote .He finishes . staring at . Danny and Jimmy , standing there , wide - eyed and amazed by the incredible sales pitch .

Mister, I only deal in high - end weapons. All guaranteed stolen and traceable only to their original owners. All sales are final and all prices are negotiable.

Glock semi - automatic 9 mm. Tenifer matte finish, Polymer grip, fixed sights, 4 and 1/2 inch barrel, 22 ounces, double action and a 10 round magazine. Mister, I could hook you up with this gun for the low price of three hundred and `` fitty'' dollars - well below market value.

Tangfolio semi - automatic. This a 9mm too - seems to be the weapon of choice - try one and you'll understand why. Rubber grips, adjustable 3 dot sights, 4 and 1/2 inch barrel, 33 ounces. Check out the eye - catching extended beaver tail just above the grip. Got mad - ass double action and a surprising 16 round magazine. Mister, I want to sell you this gun and I can hook you up for the low price of 200 dollars.

Maybe you looking for something in a chrome finish. Something to impress the ladies. This right here is a Llama Mini - Max.38 Super Auto. semi - automatic. Fresh satin chrome, black rubber grip, 3 dot fixed sights, 3 and 1/2 inch barrel, skeletonized hammer with an extended slide release, eight capacity magazine and single action. Mister, I wo n't lie to you, this gun is not the bomb - it'll do the job,

but it ai n't all that. That's why you can walk out of here with this gun for the incredible low price of one hundred and `` fitty'' dollar.

Maybe you looking for power, mister. This gun got mad power, mad kick and mad reputation. That's right, it's the Colt.357 Magnum revolver. Rubber combat - style grip, fixed rear, ramp front sights, 2 inch barrel. Weighs in at a feather - like 21 ounces. 6 shot capacity with double action. Mister, if you're looking for impact, the Magnum will satisfy all of your needs.

I do n't know you, mister, but you look like a man of style so maybe you in the market for a custom piece. Mister, it's your lucky day'cause this gun got style to burn. You lookin' at the Les Baer Custom Premier Tactical 45. Fresh blue finish, deluxe grips, 5 inch barrel, 37 ounces, guaranteed to shoot 1 1/2 groups at a distance of 50 yards. Aluminum speed trigger, throated barrel, single action with 12 shot capacity magazine. I could see you with this gun, mister. And I can give it to you for the low price of seven hundred and ninety - five dollars. Mister, these are my guns. All sales are final, and all prices are negotiable.

Tenifer matte finish, Polymer grip, fixed sights, 4 and 1/2 inch barrel, 22 ounces, double action and a.

Rows of decaying stucco apartment buildings . Danny and Jimmy walking away from one of the structures . Danny pockets the GLOCK he just purchased . He also carries a BULLET - PROOF VEST over this shoulder .They walk along .They continue on . Jimmy looks at the vest .

A TRASHY LOOKING DUDE banging on Colette 's door . Danny at his door , fumbling with his keys , watching the dude .The dude looks down at this beat - up motorcycle boots .The dude ignores Danny and keeps pounding on the door .

Danny enters . AN ARGUMENT ENSUES NEXT DOOR between the dude and Colette . The sounds of a struggle . Colette screams . The dude yelling at the top of his lungs . A LOUD SMACK . SILENCE . Colette sobbing . The dude talking in hushed tones , contrite .

A spray painted rusty Chevy Vega belching black smoke . All of the lights are broken .

Jimmy driving . Danny in the passenger 's seat , looking down at . the floorboard , or lack thereof . It is completely rusted out . The freeway rushes by underneath .Danny wonders what he 's getting himself into .

A sprawling old ranch house tucked into the remote hills of the desert . A GUY passes out in the front yard . A DOG sniffs at him , then starts pissing on him . He never moves . A PILE OF DEAD PIGEONS near the driveway . CLOSE ON POOH - BEAR - he does indeed have a prosthetic nose . It almost blends in with his face but not quite , making it that much more disconcerting . He takes a huge hit of crystal meth from a pipe , holds it , then blows a long exhale .A REMOTE CONTROLLED CAR trundles out of the garage and along the driveway . Inside the car , FOUR PIEGEONS , their bodies wrapped in tape . Pooh - Bear working the remote control device .A GUY filming the whole thing with a super - 8 camera . GRAINY SUPER 8 FOOTAGE : the pigeons continue along , their stupid eyes glazed with confusion .ANOTHER GUY sighting a scoped pellet gun .A THIRD GUY aiming a pellet gun further down and to the right of `` Oswald '' .THE THIRD SHOOTER is also armed with a pellet gun THIRD SHOOTER It 's a go . Pooh - Bear watches anxiously .GRAINY FOOTAGE : the car making a turn , the pigeons oblivious .The three men open up simultaneously . GRAINY FOOTAGE : a mass of feathers flying as the pigeons are hit . Pooh - Bear pumps his fist .The car continues rolling past the feet of . Danny and Jimmy , who have been watching the whole thing from the peripheryPooh - Bear takes the camera from `` Zapruder '' .Oswald is standing over the car , prodding one of the pigeons with his pellet gun .

President Kennedy waving to the crowd, his lovely wife looking radiant beside him as they turn into Dealey Plaza.

I'm gon na get this developed and send it to the Warren Commission.

Fuck it. I'll send it to Oliver Stone then. He'll get them to reopen the bastard.

I deal in U.S. pounds, friend. None of that faggot metric crap for me.

But you're a friend of Jimmy's. I think of you as a brother already.

I welcome you here with open arms and you got the nerve to low - ball me like some slick used car salesman.

I want to tell you about the last guy who tried to jam me up on a deal.

I'm sure you do n't. At least I'm sure you think you do n't. Anyway, I want to tell you. It's a good story, guaranteed to break the ice at a party.

Dude shorted me eleven dollar. thought I would n't count it till I got home. Wrong.

So I'm standing there looking at this dude's brain and I'm thinking to myself, you know, this guy does n't really need this thing. I mean, anyone stupid enough to jam me up does n't really use their brain to begin with. You know what I'm saying?

Hell, I make better use out of it than he ever did. Got it up in my freezer. I take it out from time - to - time, mix a little of it up in my dinner.

All right, all right. Do n't get your knickers in a knot. I can live with eight.

You got something to tell Captain Steubing, you'd better do it now.

Man'll say a lot of thing when he's sporting weasel food for a pecker.

No one. It was just a test. I need to be sure of who I'm dealing with from time - to - time.

Pooh - Bear and Danny alone in the kitchen .Pooh - Bear picks at a plate of SCRAMBLED EGGS on his lap .Pooh - Bear chews his food and nods .Not wanting to offend him , Danny concedes . Pooh - Bear shovels some eggs into Danny 's mouth .Pooh - Bear winks and shovels some more down .Danny looks surprised . It was too easy .Pooh - Bear takes another bite of eggs .Pooh - Bear puts the plate down .Pooh - Bear leans back , grinning broadlyQUICK FLASH BACK : LOW ANGLE SLOW - MOTION CLOSE - UP of Pooh - Bear staring down at something OFFSCREEN , a menacing look on his face .BACK TO PRESENT : Pooh - Bear lights a cigaretteQUICK FLASH : CONTINUE SLOW MOTION CLOSE UP . Pooh - Bear reaching for something OFFSCREEN .BACK TO PRESENT : Danny getting nervous .Pooh - Bear makes a POPPING SOUND as he illustrates with his hands . QUICK FLASH BACK : Pooh - Bear looking down at SOMETHING in his hand , his face blossoming into a sick smile . BACK TO PRESENT : Danny listens somberly .ON THE PLATE - little chunks of gray matter mixed in with the eggs . Pooh - Bear smiles knowingly . Danny turns pale .Danny decides to nerve it outDanny gets up to leave . One of his hands shaking uncontrollably . He steadies it with the other hand .Danny stops .Danny goes to leave again .Pooh - Bear stands up .They shake hands .Pooh - Bear takes something from the kitchen counter and tosses it on the table . a store - bought package of COW BRAINS . QUICK FLASH BACK : REVEAL that Pooh - Bear has been standing at the meat section in a GROCERY STORE . He is looking down at the package of COW BRAINS in his hand .Pooh - Bear tosses the package in his cart and walks away , whistling .Danny has been had . Pooh - Bear laughs uproariously .

Danny slouched in the passenger 's seat . Jimmy holds out a bullet dispenser of crank .Jimmy pockets the drugs .Jimmy drives for a while , then .

A DAPPER OLD MAN in a wheelchair crooning a Muzak - like version of Lou Reed 's WALK ON THE WILD SIDE on a cheapo Karaoke set - up in the back of the bar .Danny , Jimmy , Kujo and Creeper sitting in a booth . Jimmy and Creeper are amped , jaws grinding , eyes bugging . Kujo rambles on but Danny is n't listening . He looks exhausted , his face is pinched , there are bags under his eyes . He scans the bar , stopping on . Colette AND HER TRASHY DUDE BOYFRIEND Colette sees Danny looking . Smiles at him . Danny returns the smile until the trashy dude looks over . Danny looks away .Kujo leans in and lowers his voiceDanny shakes his head in amazement , then looks back at Colette again . She sneaks another look at him . ON THE TABLE - Kujo slides a drink glass in front of him .

Sugar Plum Fairy never once gave it away. Everybody had to pay and pay.

A stark hospital hallway . A placard on one of the doors - MEDICAL LAB . A TITLE APPEARS - `` KUJO 'S BIG HEIST ''

Creeper points at the glass .Danny amused by the conversation . He sees something out of the corner of his eye . The boyfriend kissing Colette roughly . She obviously is n't enjoying it . Danny watching intently .Danny turns back to the table . Kujo slides another glass over .Kujo rolls his eyes . He uses a peanut instead .

A courier exits from the elevator carrying a medical sample case .MOVE INTO THE ELEVATOR - Creeper standing in the corner alone , asleep on his feet , drool trickling down his mouth .The elevator door closes on the dosing Creeper .

He slides over two peanuts behind the courier peanut .Kujo slides over two more peanuts . The trashy dude heads into the bathroom . Danny sneaks another look at Colette . This time , she gives him a big smile .

Kujo emerges from the stairwell , also alone , approaching the courier . He is wearing shorts , a tank top and after - ski boots . He has a big powdery crank donut around his nostrils .Creeper still fast asleep inside the elevator . He wakes with a start , breaking down into a karate stance .

The courier peanut is now surrounded by the other peanuts and the cashew .

Kujo and the courier playing tug - of - war with the case . Kujo points a dustbuster vacuum at the courier like it was a gun .

Jimmy listening intently , takes some of the peanuts .Jimmy pulls peanut paste from his mouth and mounds them up on the table .

Kujo tumbling head - over - heals down the metal steps . He gets to his feet , a bloody mess . The kit has sprung open , sending shit samples everywhere . Kujo quickly scrapes as much as he can back into a container and runs off .

Kujo bolts out the front door , into the street and directly into the path of . an ONCOMING AMBULANCE , which drags him underneath for a good fifty feet .

Danny watches as the trashy dude exits the bathroom .Trashy dude goes to Colette . It looks like he wants to leave and she does n't .Trashy dude grabs her by the back of the neck , lifts her off the stool and pushes her out the front door .Danny watches her exit .

Danny approaches his door . Stops . Colette is sitting in the hall , head in hands , sobbing . Danny starts to say something . Stops . Goes to this door . Stops again .Danny starts to enter again . Stops again .Danny is n't quite sure what to do . He takes a half - step towards her .She looks up . That face . Those eyes . Everything about her says `` Get involved . ''

Do n't worry, he's probably passed out with his head in the toilet by now.

I ca n't. I've got a kid. She lives with my parents. Quincey knows where they live.

You've got a comeback for everything, do n't you, Danny? You use'em like some sort of shield.

I was a breach birth. They tried for hours to turn my little butt around. But I would n't let'em.

I owed them money. a lot of money. they did n't give me a choice. You know how it works. When I got to know you, I tried to back out. that's when they did this.

But I told them I would n't do it. I did n't want to see you get hurt.

Danny and Colette in a near - deserted retro coffee shop . A LONE WAITRESS AND COOK mull behind the counter . Colette 's mascara is running . Danny hands her a napkin .She dabs at her eyes .She looks at herself in a compact mirror .She puts her head in her hands . Sighs .She looks up .She laughsDanny holds up his water glass .He takes a sip .He pulls a face . Sets the glass down .Colette sips her coffee . Danny looks around nervously .Colette frowns , not sure what he means .He stops .The waitress and cook look up .Danny chews it over for a second then .Danny hesitates , not sure of how much he wants to get involved .

The grafitti - filled , cluttered shell of what used to be some sort of offices . BUBBA THE ASIAN COWBOY sitting on a desk . Danny pacing back and forth in front of him .Bubba takes a plastic - wrapped bundle of money from his pocket . Tosses it on the table .

Tanner and Garcetti ensconced in an alley diagonally across the street . Garcetti pointing a LONG - RANGE PARABOLIC MICROPHONE at the burned out building . He and Tanner wear earpieces , which are attached to the mike .Garcetti removes his earpiece and turns to Tanner .

Danny now alone . He picks up the bundle of cash . Turns to leave when . Tanner and Garcetti enter the building . Danny turns and runs the other way .Danny stops .Danny secretly pockets the bundle of cash .Tanner takes out a pair of black leather gloves .Tanner approaches him . Danny backs into a corner .Garcetti is mum . Tanner raises his fists . Danny covers his face .Tanner starts swinging but SOMETHING UNEXPECTED . TANNER HITS LIKE A WIMP . The punches have absolutely no effect . Danny ca n't help it . HE STARTS LAUGHING . Tanner throws some more creampuffs . Garcetti shakes his head with shame .This makes Tanner even madder . His punches become wilder and even less effective .Garcetti tires of the whole show . He pulls a small SHOCK GUN from his pocket , switches it on and sticks Danny behind the neck with it . Danny crumples to the floor . Tanner kicks him in the face . Garecetti squats down next to Danny .Garcetti jams the stun - gun into Danny 's crotch . DANNY HOWLS . Garcetti lays off . Danny lays there whimpering .Garcetti holds up a tap .Danny gaped - mouthed . He ca n't believe it .

Danny sitting on a crate . He is sporting a BLACK EYE from where Tanner kicked him . Garcetti at the desk dusting the plastic wrapper on the bundle of cash for prints . Tanner paces back and forth in front of Danny .Tanner rolls his eyes .Garcetti suppresses a smile .Tanner looks at Danny quizzically .Danny holds his hands upHe tosses the bundle of cash to Danny .Their silence is answer enough .MOVE OFF GARCETTI and over to a wall mounted heating vent . MOVE INTO THE VENT , then . OUT OF A VENT in another room . BUBBA lurking in the shadows . Listening to the conversation through the wall vent in the other room .Bubba listens intently .

Danny hunkered down in the back sea . Garcetti sniffing the air .Garcetti looks back at Danny with a twisted smile .The dynamic has suddenly changed in the trio 's relationship . Tanner is now the bad cop .

Danny approaching the building , we hear shots . THE RED CAR from earlier , prowling the streets . Danny ducks into a liquor store and watches from the window . The red car cruises slowly past . Danny squinting , trying to make out . THE LICENSE PLATE NUMBER . A street light illuminates the tag momentarily . A VANITY PLATE : IFORGIV . Danny frowns , not sure that to make of it .

Colette and Quincey lying in bed . THE LILTING SOUND of Danny 's trumpet wafting in the air . Quincey is fast asleep . Colette lays there , eyes open , listening to the coolly hypnotic strains of Miles Davis ' `` Generique . ''

Danny in his good clothes , sitting in front of the mirror , playing his trumpet , staring at the photos of his wife .

Colette now sitting on the floor of the adjoining wall with her arms around her knees . She closes her eyes and leans her head against the wall , soaking in the music .

Danny continues playing . He sneaks down a look at . A GREETING CARD on the vanity in front of him . The word , `` CONGRATULATIONS '' printed on the front . THE FLASHBACK IMGERY appears on the wall behind him again . MOVE from Danny to the image as we .

Danny driving . Liz in the passenger seat looking pissed . The Salton Sea can be seen far below in the distance shimmering under a full moon . AGAIN . REMEMBER , DANNY IS KNOWN AS TOM IN THIS SCENE .

Liz sees the run - down old house .Danny steers the car onto the narrow dirt approach to the house .Danny stares straight ahead , steering the car towards the house .Danny does n't answer .Danny continues to ignore her .

DANNY lying on the bed , reliving the moment . THE IMAGE STILL PROJECTED ON THE WALL .But the DANNY IN THE IMAGE never answers .

It is raining buckets outside . Danny sleeping soundly . The roof of Danny 's room is leaking , PUDDLING UP ON THE FLOOR NEAR HIS BED . Danny 's eyes pop open . He lays there rigidly . LISTENING TO THE WATER . ALL OTHER SOUND FADES OUT AS THE WATER PATTERS AND PUDDLE ON THE FLOOR . IT IS UNNATURALLY LOUD .

The bar is almost empty . Danny quietly playing chords on a beat - up old upright piano in the back of the room - the through - line of Davis ' `` All Blues . ''Danny looks up .Colette sits down on the piano bench next to Danny .He continues . She sits there listening for a few moments .Danny continues to play .Colette slides closer .She pulls even closer .She goes to kiss him . Danny stops playing . Pulls away from her .She puts her hand on his leg .He moves his leg away .He closes the keyboard cover .

Still raining . Tanner negotiates the slow traffic . Danny looking at a MUG SHOT OF POOH - BEAR .Danny does n't look reassured .Garcetti and Tanner exchange a smile .Danny 's eyes dart back and forth between Garcetti and Tanner .Garcetti and Tanner break out laughing .Danny reacts to the name , not listening to the rest of what Garcetti and Tanner have to say .Danny lost in thought .

Danny waiting on the corner .Jimmy 's Vega sputters to a stop in front of Danny . Jimmy gets out and hands Danny the keys . ON THE BUMPTER , a hand - made sign . It reads : PULL ME OVER . I DARE YOU ! Danny sighs . Walks to the back , rips the sign off and gets in the car , leaving Jimmy with the sign .Danny burns rubber .

Danny being led towards a trailer by TWO OF POOH - BEAR 'S MEN . LITTLE BILL AND BIG BILL . Little Bill is big and Big Bill is little .

Pooh - Bear sitting in a recliner , obscured by shadows when Danny and his escorts enter . A WIRE CAGE IN THE CORNER , SOMETHING MOVING AROUND INSIDE . It too is obscured by shadows . Pooh - Bear does n't look up . He is preoccupied with something in his hand which he is cleaning with a toothbrush .Pooh - Bear does n't respond . Continues brushing .Danny closes his eyes . Not what he wanted to hear .Danny looks to the two Bills for help .Big Bill pulls a 19th century double - barreled FLINTLOCK PISTOL from his jacket and points it at Danny 's head .Little Bill drops Danny 's trousers . Danny about to object when he is started into silence . The saturnine Pooh - Bear raises his head , illuminating his face . He is n't wearing his prosthetic nose . A GAPING HOLE WHERE HIS NOSE SHOULD BE . He looks like some obscene human bat . Pooh - Bear holds up the plastic nose he has been cleaning , inspecting it under the light .He pops his nose back into place , but it goes on crooked . The Bills escort Danny over to the cage . There is A GIGANTIC CRAZED WEASEL INSIDE . The cage is divided by a large piece of Plexiglas .The weasel is foaming at the mouth .Pooh - Bear holds up his hand .He points to the cage . Danny looks down at the weasel , which is trying to gnaw through the Plexiglas .The weasel continues to gnaw .There is a hole in the top of the cage on the opposite side of the Plexiglas from Captain Steubing .Big Bill pulls back the hammer on the gun .Danny 's eyes dart quickly over to Little Bill , who like everyone else , is watching the weasel . Little Bill is wearing a big , filthy pea coat with A LARGE TEAR on the side . Danny still has n't complied with Pooh - Bear 's order .From behind , we see Danny bend slightly , dropping his privates into the cage .Danny tries to stay calm , shoots another look at Little Bill who is standing right next to him .Pooh - Bear leans forward and opens the Plexiglas partition about half an inch . THE WEASEL bolts for the opening , gnashing its teeth , trying to squirm through .The weasel squirms and squeals and bangs against the Plexiglas . Danny uses the diversion . He quickly TAKES SOMETHING from him own jacket pocket and SLIPS IT IN THE HOLE IN LITTLE BILL 'S JACKET between the coat and the lining . No one notices . Pooh - Bear opens the Plexiglas even more . The weasel is able to get his head through the hole . He bares his filthy teeth .He nods towards Little Bill . Pooh - Bear cocks his head .Danny now makes eye contact with Pooh - Bear , who listens intently .Pooh - Bear rises slowly . Approaches the triumvirate . Danny keeps one eye on . the weasel as it continues its assault on the opening .Pooh - Bear pulls a chrome .45 from his waistband .Pooh - Bear limply aims the .45 at Little Bill .Big Bill checks all of Little Bill 's pockets , coming up empty . The weasel has squeezed about a third of the way through the hole .Danny , panicked , eyes the hole in the pea coat .Danny ca n't believe it . But when Little Bill lowers his arms , a big roll of cash protrudes from the hole . Pooh - Bear and Big Bill see it immediately .He follows their gaze to the cash .Danny extracts himself from the cage just as . the weasel bolts through the opening and springs for the hold in the cage .

Big Bill pushes Danny up to the cage, which comes up to about waist level.

Danny sitting at the kitchen table . THE SCREAMS OF LITTLE BILL AUDIBLE FROM THE OTHER ROOM . Danny is FIDDLING WITH SOMETHING UNDER THE TABLE when he HEARS POOH - BEAR APPROACHING . Danny finishes up , stuffing a roll of DUCT TAPE into his pocket . Pooh - Bear drops a zip - lock bag of METH on the table .Pooh - Bear nudges the baggie towards Danny .Danny hands over the bundle of cash . Pockets the dope .MOVE UNDER THE TABLE - Danny 's Glock taped to the underside , out of sight .

Danny , Garcetti and Tanner . Tanner doing a chemical test on the meth with a field kit . The tester turns a tell - tale blue .Tanner produces a print out from an F.B.I criminal computer file . A MUG SHOT OF BUBBA . The name BUFORD `` BUBBA '' NGUYEN underneath .Danny heaves a sign and plops down on a bench .Danny looks up .He does n't look happy .

Domingo sprawled face - down on the tile floor of the shower room . Blood leaking from underneath him . WATER PATTERS DOWN FROM THE SHOWER HEAD . DILUTING THE POOL OF BLOOD . THE SOUND IS UNNATURALLY LOUD .

The red car with `` IFORGIV '' plates parked in the driveway of a modest Spanish - style house .

NANCY AND VERNE PLUMMER watching TV . Photos of Liz on top of a baby grand piano . A SHRINE OF SORTS . CATHOLIC ICONS ABOUND : crucifixes , Virgin Mary 's , needle point prayers . A KNOCK ON THE DOOR . Nancy gets up to answer .Nancy and Verne look at one another .

Danny and Verne sitting at the dining room table . Nancy brings in a pot of coffee . Verne eyes Danny silently . Danny wo n't look him in the eye .Nancy pours the coffee .Danny pushes away from the table . Nancy grabs Danny 's wrist .Danny stays put .Danny looks at the shrine to Liz on top of the piano .Verne 's silence is answer enough .Danny touches Nancy 's hand tenderly .Verne slams his hand down on the table .Verne glares at Danny . No forgiveness in his heart .Danny starts to say something . Stops .

You might as well be spitting on her grave every time you put drugs up your nose. Or did you just conveniently forget that it was drug dealers who killed my daughter?

You ever think you might be buying drugs from the very people who took her life?

Danny sitting at a table , the lockbox open in front of him . He is endorsing the back of a life insurance check . His Tom Van Allen driver 's license laying next to it . A KNOCK AT THE DOORHe pockets the check and the license , closes the lockbox and goes over to the door . Colette standing on the other side . Her FACE AND ARMS ARE BLACK AND BLUE WITH BRUISES .He lets her come in . Colette looks away .Colette cracks a crooked smile .Danny smiles . He gently touches her eye . Colette reaches up and touches Danny 's bruised eye .Colette leans in to kiss him , but they bump bad eyes .They kiss again . Deep and long . Danny suddenly pulls back mid - kiss .Colette goes to touch him . He pulls away .Danny paces uncomfortably .Colette comes to a slow realization .THE FLASHBACK IMAGERY suddenly FLICKERS TO LIFE on the wall behind Danny - THE MOONLIGH SALTON SEA . Danny freezes . Looks up at Colette .Colette waits a beat , then turns to leave .Something about Danny 's voice - a raw vulnerability - which we have n't seen in him before . MOVE OFF of Danny and ONTO THE FLASHBACK IMAGE .

A CHUBBY GUY sitting on the couch in his underwear , watching A MEXICAN WESTERN . He sits there with wide eyes , GRINDING HIS JAWS . Danny , Liz AND BO , the affable owner of the house , looking at a map on the kitchen table .Danny and Liz share a look .Danny heads down the hallway , Liz looks a little uncomfortable .ON THE SHELVES , SUNDRY ITEMS USED TO DISTILL METH . Bo scratching his arms . Liz notices TRACK MARKS ALL OVER BO 'S ARMS . He sees her looking .

What you want to do is go back the way you came and make a left at the bottom. It'll take you right to the highway.

Yeah? First door on the right. It ai n't that dirty. Just kinda' filthy is all.

Danny peeing WHEN HE HEARS ANOTHER CAR PULL UP OUTSIDE . CAR DOORS OPEN AND CLOSE . HUSHED VOICES OUTSIDE THE BATHROOM WINDOW . Danny finishes up . He steps up onto the tub and peaks out the bathroom window . THROUGH THE WINDOW - TWO FIGURES CROSS IN FRONT OF THE HEADLIGHTS OF THE CAR . THE ENGINE REMAINS RUNNING . Danny frowns , not sure what to make of it . He steps down from the tub and is just about to exit when THE FRONT DOORS IS KICKED OPEN AND SHOTS ARE FIRED . VOICES SHOUTING . Danny freezes , not sure what to do . His eyes dart around for a weapon . He picks up a large plumber 's wrench and goes to the bathroom door . MORE SHOTS . SEMI - AUTOMATIC FIRE . SEVERAL BULLETS slam through the bathroom wall , one striking Danny in the shoulder . He slumps to the floor . THE PANDEMONIUM continues in the front room . There is a BULLET HOLE about the size of a fifty cent piece in the wall next to Danny 's head . He puts his eye to the hole and looks out . DANNY 'S P.O.V. THROUGH THE HOLE - scanning the room . Stopping on . LIZ . In the confusion , she has managed to hide from the intruders . She is squeezed into a tiny space between the sofa and the wall . She clings tightly to the curtains , her hands shaking violently . ONE THE CURTAIN RINGS - pulled taught by Liz 's grip . Danny adjusts his gaze through the hole . THROUGH THE HOLE - scanning to the other side of the room . Bo and the other guy sprawled on the floor . INTRUDER ONE stands over them , only his legs visible . BACK ON LIZ - scared to death , clinging to the curtains . The curtain rings are pulled to the breaking point . INTRUDER ONE Let 's go ! INTRUDER TWO emerges from the back carrying a small nylon bag . They start to head out the front door when . one of the curtain rings breaks with a METALLIC `` TING '' . ON DANNY - freaking . His eyes shooting back to Liz . SILENCE . Listening . Then the CREAKING FOOTSTEPS of Intruder One approaching . It takes an eternity . Liz ca n't possibly see Danny through the hole but it looks like she is staring directly at him , her body rigid with fear . Danny grabs the wrench again . Tries to get to his feet but slips back down , either too weak from loss of blood or just plain scared . His hand is shaking violently . He looks through the hole again . THROUGH THE HOLE - Liz still staring at Danny . THE FOOTSTEPS CONTENCE at a agonizing slow pace , then stop . A GUN , ever so slowly , enters FRAME . EXTREME CLOSE UP on Liz 's eyes as they widen . EXTREME CLOSE UP on Danny 's eye peering through the hole . A SHOT IS FIRED . His eye closes . ON DANNY - his mouth opens to scream BUT NOTHING COMES OUT . And with that it is all over . Danny tries to get to his feet again . Fails , His eyes flutter . All is silent except for A FAINT LIQUID SPATTERING . LONG SHOT - Back on the Salton Sea , placid and silvered with moonlight .

Danny and Colette face - to face - in profile , silhouetted by the IMAGE of the sea .She is inches closer to him .Colette puts her arms around him and hugs him tight . The IMAGE OF THE SEA FLICKERS AND FADES behind them . CLOSE ON DANNY - holding Colette .Colette pulls back .Danny goes over to the dresser . Takes out a baggie of meth .Danny stalks her .Colette goes to protest . Danny puts his hand to her mouth the same way she did to him earlier .

Empty except for Danny and Jimmy in a back booth . Danny slides an envelope over to Jimmy .Jimmy looks hurt .Jimmy slides the money back over .Danny smiles , genuinely touched .Jimmy rolls his sleeve up , revealing a tattoo .ON THE TATTOO : CRUDLEY DRAWN FACE .Jimmy sits there , admiring the tattoo . Danny stares at Jimmy with pity .Danny is deadpan . Jimmy starts laughingJimmy keeps laughing . Danny staring , deadpan , Jimmy slowly stops laughing .Jimmy slack - jawed .Jimmy is agitated and confused .

Jimmy and Danny squinting in the mid - morning sun . They stand face - to - face .Jimmy shrugs .Danny taps Jimmy 's arm .Jimmy rubs his arm where the tattoo is .Danny takes the envelope from his pocket .Danny tries to hive Jimmy the envelope . Jimmy pushes it away .

Danny in the back seat dialing a CELL PHONE . A MICRORECEIVER ATTACHED TO THE PHONE . Tanner and Garcetti listening through earpieces .

BUBBA answers a cell phone on the other end .CONVERSATION WILL INTERCUT BETWEEN TWO LOCATIONSBubba hangs up . Danny turns the phone off .Danny hands the phone back to GarcettiDanny opens the back door .Danny gets out of the car . Shuts the door .

Danny watches them drive away . When he is sure that they are gone , he looks around . Sees . A PLUMBER 'S TRUCK parked on the other side of the park .

AN HISPANIC GUY behind the wheel . HISPANIC GUY He 's coming in . As Danny approaches the truck , the door slides open . He piles in .Danny pulls a TINY MICROPHONE AND WIRE from inside his shirt and hands it to . Bubba , who sits in front of a BANK OF LISTENING EQUIPMENT .

TEN F.B.I. AGENTS in a small conference room , looking at . Danny and Bubba , sitting at the head of the table . BUBBA is now wearing his security badge , which reads , SPECIAL AGENT TEX TRAHN . He stands up and addresses the group . And he really does have a SOUTHERN ACCENT .Danny looks self - conscious .One of the agents pipes up .Trahn turns to Danny .

For those of you who do n't know this is Tom Van Allen. a.k.a. Danny Flynne.

About a year and half ago, Mr. Van Allen's wife was murdered at a meth lab out near the Salton Sea. No one was ever apprehended for the crime but local authorities have always assumed it was a hit and grab perpetrated by rival drug dealers. That is, until Tom here took it upon himself to conduct a one - man undercover operation at great risk to his own personal safety.

That's when he called me. He told me his story and he pitched me a plan.

We had one of our C.I.'s call Tanner and Garcetti with an `` anonymous'' tip about the deal.

Not anymore. We tapped these guys' phones and computers at Gardena P.D. Tanner and Garcetti did n't report on this deal. Not a peep. They have n't coordinated with Palmdale P.D. They're keeping it off the books. It looks like we've got the right guys.

Hey, you did the right thing. You would n't have stood a chance against these boys by yourself. They have eaten your ass alive.

Danny and DETECTIVE BOOKMAN , a homicide detective , sitting at a table .Danny shakes his head .ANOTHER DETECTIVE enters the room , hands something to bookman , then whispers into Bookman 's ear . Bookman nods .Bookman holds up a small plastic evidence baggie .Bookman holds it up to the light . Inside , ONE BRIGHT RED HAIR . ON DANNY staring at the hair , remembering something .

You said one of the perpetrators crossed in front of the headlights.

Danny putting gas in his car , Liz in the passenger 's seat reading . On the other side of the pump , A RED HAIRED MAN with a bad comb - over . The brightest , reddest hair you 've ever seen with a BIG STREAK OF WHITE RUNNING THROUGH IT . His back is TURNED . We ca n't see his face . His arm and hands resting on top of the pump . Danny looks at the guy 's hand . A GUADY CLASS RING on his finger : EL CAMINO COLLEGE , CLASS OF ' 84 .

Danny staring absently at the red hair in the baggie .Danny feigns frustration .

Danny sitting at a table , poring over a YEARBOOK for the class of ' 84 . VARIOUS SHOTS OF REDHEADS along with their majors . Danny continues thumbing through the book . Stops . A LOOK OF RECOGNITION ON HIS FACE . DETAIL OF A PHOTO : a balding red head with a streak of white running through it . Danny staring intently . REVEAL REST OF PHOTO : It is TANNER . Underneath the photo , his major : criminology .

Danny at a library computer . ON THE COMPUTER SCREEN . DANNY SCROLLING THROUGH an alumni listing , STOPPING ON . TANNER , GUS , CLASS OF 1984 . DETECTIVE , GARDENA police Department .

Danny sitting on a bus bench across from the parking lot . TANNER AND GARCETTI exit the building and head over to their car . Danny watches from behind a magazine as they drive past him .

Danny talking to a MEXICAN DUDE on the corner . Danny slips the guy some money .

The Mexican dude holds up something for Danny to see . A DRIVER 'S LICENSE . It is him on the photo , but the name reads , DANIEL FLYNNE .

On Danny 's last line , we see TWO CAR BUMPERS COLLIDING AT LOW SPEED . Tanner and Garcetti in the car that has been rear - ended . Danny in the offending car , empty beer cans scattered on the front seat .

Danny spread - eagle over the hood with Garcetti roughly searching him .Garcetti pulls a baggie of meth from Danny 's pocket .

Danny watching from the shadows as Tanner and Garcetti haul a DOPE DEALER away in cuffs .F.B.I. OFFICES - DAY

Garcetti scanning the print he took from the plastic wrapper . A COMPUTER SCREEN - the F.B.I. fingerprinting database . A MATCH IS MADE . BUBBA / TRAHN 'S PHOTO appears , along with the pertinent information . BATTLE -LRB- V.O. -RRB- . I dumped a dummy file into the system . They took the bait and we were off to the races .

How sure are you that you're not chasing two good cops? I mean all you've really got is one red hair. That's still your only evidence.

The meeting breaking up . Trahn walks Danny away from the conference room .Danny 's PAGER STARTS BEEPING . He checks the readouts .Danny pockets the pager .

Danny at the counter with a big gym bag . A TELLER COUNTS out stacks of money . THE LIFE INSURANCE CHECK lays on the counter in front of her . We see the amount - $ 250,000.00

Colette standing across the street , looking at . TWO COPS exiting a patrol car . Colette is crying her eyes out . She is HOLDING the BAGGIE OF METH that Danny gave her . The cops enter the building just as . Danny drives by in Jimmy 's car , followed by . TWO OF THE AGENTS from the conference room . They remain a good half - block behind him .

Danny at the wheel . He is wearing a black baseball cap pulled down low on his head .

Danny is wired for sound . The agents monitor him on a receiver .

Danny pulls into the market . The agents pull over to the curb , watching . Danny is in and out in no time . He hustles back into his car and drives away .

Tanner and Garcetti outside of a car we have never seen before . The truck is open . Garcetti putting a phony license plate . Tanner sifting through the trunk . IN THE TRUNK - A sawed off SHOTGUN , TWO SEMI - AUTOMATIC HANGUNS , TWO KNIVES , GLOVES AND SKI - MASKS .

Trahn driving on the freeway . he opens a briefcase on the passenger 's seat . Inside , his F.B.I. BADGE , TWO BARETTA 9mm and TWO PAIRS OF HANCUFFS .

Tanner and Garcetti negotiating a washboard dirt road in the hills .

The Vega pulls into the lot of a tumbleweed motel in the middle of nowhere .

TWO MOTEL MAIDS pushing a cleaning cart . They are wearing small ear piece receivers . Danny in the motel office , checking in .TWO WORKMEN , repairing the motel sign out front .The workman watch Danny head into a room at the far end of the facility . As he enters the room .

TWO AGENTS on the other side of the wall from Danny 's room . MONITORING WITH A FIBER - OPTIC CAMERA . ON THE MONITOR . DANNY enters and sits on the bed , his back to the camera .

Tanner kills the engine . Garcetti checks his watch .Tanner takes a pair of NIGHT VISION BINOCULARS from under the seat .

Trahn pulls into the lot . He emerges from the car with his briefcase , looks around , then heads down to the room . Trahn checks his watch , then KNOCKS ON THE DOOR .

Trahn enters . Danny sitting with his back to Trahn . ON THE BLACK AND WHITE SURVEILLANCE MONITOR NEXT DOOR .Danny nods .Danny shakes his head .BACK INSIDE THE ROOM Trahn walks over to Danny , who sits there with his head down , his face obscured by a baseball cap . Slowly , he looks up . IT IS JIMMY .

Tanner scanning with the night vision glasses .REVEAL that the car is on a bluff above POOH - BEAR 'S COMPOUND . Danny pulls up in a rental car .

Danny 's hand is shaking uncontrollably .He looks at his hand again . It continues to shake . He takes a deep breath . TANNER 'S P.O.V. . As Danny gets out of the car and goes to the trunk . Tanner watching .Danny takes a gym bag out of the trunk and approaches Pooh - Bear 's house .They get out of the car and trek down the bluff towards the house .

Big Bill lets Danny in , then pats him down for weapons . Satisfied , he leads Danny to the kitchen . IN THE KITCHEN - Danny enters and stops . A worried look . Pooh - Bear along with THREE OTHER MEN . The men eye Danny silently . They look like ex - cons .The other guys snicker , one of them almost spitting his beer out . Danny smiles good - naturedly . Shoots a look over at . one of the guys sitting where he taped his gun earlier .He throws the bag on the table , knocking a beer into the guys lap . The guy springs up , pissed off .Danny moves over and plops down in the guys seat . UNDER THE TABLE - Danny fumbling with the gun , trying to untape it without being too obvious . Pooh - Bear unzips the bag . Inside , a lot of cash .Big Bill is behind Danny , over by the sink . He pulls his FLINTLOCK and walks over . Danny continues trying to get the gun loose . Something catches his eye . the MICROWAVE OVEN DOOR is open , casting a reflection of the room behind him . Big Bill approaches Danny , pointing the gun at Danny 's head . The other men ease back from the table a little . UNDER THE TABLE - Danny still ca n't get the gun loose . ON THE REFLECTION - Big Bill right behind Danny . He raises the flintlock . Danny bugging . He rips at the gun . Too late . Big Bill goes to fire . Using the reflection , Danny ducks at the last instant . Big Bill FIRES . The guy across the table takes the mini - ball in the chest . ALL IN AN INSTANT - Danny extricates the gun . Turns on Big Bill , who sees the gun and holds his hands up . Danny SHOOTS TWICE , the bullets blowing through Big Bill 's hands and thumping into his chest . Big Bill crumples . When Pooh - Bear goes to pull his gun from his waist - band , it discharges , shooting him in the thigh . The muzzle flash ignites his pants leg . POOH - BEAR HITS THE FLOOR , SCREAMING , slapping at the fire on his leg . Danny wheels on the other two guys at the table , who are going for their guns . Danny opens up on them with the Glock , flooring them before they can get a shot off . OUTSIDE - still descending the bluff , Tanner and Garcetti hear the gunfire . INSIDE - Danny turns on Pooh - Bear , who sits there staring at his injured leg . Danny puts the gun to Pooh - Bear 's head , closes his eyes and starts to pull the trigger . Pooh - Bear lifts his gun and SHOOTS DANNY IN THE TORSO THREE TIMES . Danny collapses . Pooh - Bear gets to his feet .He 's in shock . He grabs the duffle bag from the table and staggers down the hallway , into the living room . OUTSIDE - Tanner and Garcetti at the front door , listening . They pull their ski - masks on , take out their guns , then silently enter . INSIDE - gunsmoke abounds . One of the guys MOANS on the floor . Tanner and Garcetti enter the kitchen , guns drawn and ready . They survey the scene . Bodies everywhere . Big Bill lays there dying , staring with confusion at the stigmata in his hands . Danny lying in a heap , next to Big Bill . Suddenly , they hear POOH - BEAR MUMBLING from somewhere in the house . Tanner signals for Garcetti to take point . They head down the long hallway , slowly and silently . When they are gone . Danny stirs on the floor . His eyes open . He opens his shirt and checks his torso REVEALING THAT HE IS WEARING HIS BULLET - PROOF VEST . He struggles to a sitting position , in great pain from the impact bruises left by the bullets . He picks up his gun , gets up on wobbly legs and follows Tanner and Garcetti down the hall . ON DANNY as he creeps down the hall .

Exiting the bathroom and creeping towards the front room .ONLY THE SPLATTERING LIQUID SOUND . Danny continues . He stops at the end of the hall . His eyes go wide with fear and revulsion . THE LIQUID SOUND BECOMES LOUDER AND LOUDER UNTIL IT IS ALL THAT CAN BE HEARD . Liz is still in her hiding place behind the end of the couch . Her head is resting comfortably on the arm of the couch . She looks fine . There is even a slight smile on her lips .Then he notices it . a widening pool of BLOOD seeps from under the couch like some living thing . More blood patters down from some UNSEEN WOUND on the side of her head . Danny staggers towards her . Her eyes flutter slightly . Danny sits next to her . Holds her hand . There is nothing he can do . Liz tries to speak . Ca n't .She squeezes his hand . Then goes limp .

Danny sitting there with Liz in a pool of blood . He notices something on the floor . LIZ 'S PURSE , the contents spilled on the floor . A GREETING CAR with a teddy bear and the word `` CONGRATUALTIONS '' on the front . Danny goes over and picks up the card . INSERT - CARD He opens it . `` YOU 'RE A DADDY ! '' A home pregnancy test taped inside , the reading is POSITIVE . Danny drops the card . Stares down at it as . the blood from the floor pools out and engulfs the card .

On the placid sea as DANNY 'S HORRIFIC SCREAM resounds from the house in the distance .

ON DANNY standing in the hallway , staring , his face a blank . ON POOH - BEAR - cooking up a huge dose of meth with a lighted hundred dollar bill . He draws the meth into a syringe then turns on the stereo with a remote . A YODELING INSTRUCTION TAPE BLASTS FROM THE SPEAKERS . Pooh - Bear prepares to dose , looking for a vein in his neck , never noticing . Garcetti 's gun moving to the back of Pooh - Bear 's head . Pooh - Bear about to plunge the drugs when GARCETTI FIRES . Pooh - Bear pitches forward , dead . The syringe falls to the floor . Tanner and Garcetti standing over him . They pull their ski masks off .Garcetti holsters his weapon and picks up the bag of money from the floor .A GUNSHOT . Garcetti goes down where he stands . He lays there twitching like a rabbit . Tanner staring down the sucker 's end of Danny 's gun .Tanner frowns .Danny raises his gun .Danny shoots Tanner in the shoulder . He collapses to the floor . ON GARCETTI - his eyes flutter and open . Danny walks over to Tanner and stands above him .Tanner looks at Danny , confused .Tanner realizes what Danny is talking about .Tanner does n't answer .Still no answer .Tanner is ghost white , loosing blood quickly .When Danny goes to shoot Tanner again . Tanner pulls a K - BAR KNIFE from the back of his belt and plunges it into the back of Danny 's gun hand . The gun discharges , missing Tanner . Danny drops the gun . Tanner snatches it up . Tanner immediately has the gun inches from Danny 's head . Danny freezes .Danny looks up at the gun , his face a blank .CLOSE ON THE BARREL OF THE GUN . ALL SOUND FADES OUT . MOVE INTO THE BARREL OF THE GUN . THE BLACK KID 'S FACE APPEARS INSIDE .QUICK FLASHES of all the shots Danny fired with the Glock . - TWO at Big Bill - FOUR at the guys at the table - ONE at Garcetti - THREE at Tanner THE KID AGAIN .ON DANNY . Still staring at the gun . He knows the gun is empty . He notices something on the floor . THE LOADED SYRINGE .Danny trying to remember .DANNY starts chuckling . Looks up at Tanner .Danny looks down at the syringe again . Tanner sees it too .Danny picks up the syringe . Tanner pulls the trigger . INSIDE THE GUN - MOVING SLOWLY towards the firing pin as it springs forward toward CAMERA with a LOUD CLICK . THE GUN IS EMPTY .Danny jams the SYRINGE INTO TANNER 'S THROAT all the way down to the plunger , dosing him with the meth . Tanner goes down , blood bubbling from his throat around the syringe . His eyes roll back as he convulses from the drugs . Danny struggles to his feet . Tanner quivers from head to toe like some freaked - out Pentecostal in the throws of a holy possession . Danny pulls the syringe from Tanner 's throat . A LONG WET WEEZE ESCAPES . Suddenly , A NOISE BEHIND DANNY . Garcetti standing there pointing his gun at Danny , rocking slightly back and forth , a bullet hole in his cheekbone . He looks brain dead . Danny does n't move . TANNER STILL WHEEZING . Garcetti looks like he wants to shoot his gun , but ca n't . He keeps looking down at his hand , trying to get it to obey . Danny calmly walks over and takes the gun from Garcetti . Garcetti puts his hand to his nose and blows out a clot of blood . He looks down at his hand . He has hacked up the bullet he was shot with . Garcetti smiles an embarrassed smile at Danny . TANNER 'S WHEEZING CONTINUES .Garcetti nods slightly . He goes to a kneeling position , then curls up on the floor like he is taking a nap and dies . Danny goes over to the couch and sits down . Danny with his head in his hands , emotionally and physically exhausted . TANNER WHEEZING LOUDER AND LOUDER . CLOSE ON DANNY 'S FACE . Blank . Devoid of anything . He stuffs Garcetti 's gun into his own mouth , hand shaking . He takes the gun out . Stuffs it back in again , shoving it way down , almost gagging on it . The barrel clatters against his teeth . He takes it out again . THE WHEEZING CONTINUES . Danny starts crying . Lifts the gun halfway again , then drops it . He jumps up . Goes over to the still - wheezing Tanner and empties his clip into him . When the clip is spent , Danny keeps pulling the trigger . over and over again . He stands there pulling the trigger again and again and again and again . FADE OUT .

Danny dressed in his `` Tom '' clothes . He limps over to the bed and picks up the trumpet case . Carries it over to the mirror . Danny staring at his reflection . He lights a cigarette .Danny smiles .He turns . COLETTE and QUINCEY standing there . Quincey holds a nine millimeter with a muzzle suppressor .He shoots Danny in the stomach . Danny slumps to the floor . His cigarette falls out of his mouth and rolls under the bed . Colette freaks .She tries to go to Danny but Quincey stops her .Danny looks at them , confused , a blood stain blossoming on his white shirt .Quincey holds up the baggie of drugs . Danny looks from Quincey to Colette . Colette looks away .UNDER THE BED - the cigarette smoldering on the carpet .Quincey looks at ColetteDanny looks at Colette , dumbfounded .Danny ca n't help from laughing at the irony . Beads of sweat are forming on his blanched face . He looks at Colette with a wry smile .Danny looks down at his bloody stomach .Danny stares at her , not sure what to believe . He looks over at Quincey .Quincey shakes his head .Danny looks at Colette , imagining the awful beating she must have taken .UNDER THE BED - THE CARPET IGNITES . The fire spreads quickly .Quincey grabs her arm .The drapes go up in flames . Quincey puts the gun to the back of her head .The fire continues to spread . Colette kisses Danny on the lips . Quincey pulls her away . Collette looks back one last time just as the flames reach the door , cutting off any escape . Danny breathing hard . He gets up . Staggers over to the mirror where his trumpet is . He opens the case and takes the trumpet out . He plops down on the bed and BLOWS A FEW NOTES . He stops for a second , a smile on his lips . He starts to play SAETA .

The cops came. But they did n't find nothing. Turns out their C.I. game'em some bad information.

Nah, she ai n't lying. She took a pretty good beating from you, ace. I seen grown men crack after a lot less. But not this bitch.

Back to the opening scene . The whole room ablaze . Danny lying on the bed , playing the horn .Pieces of the roof start falling in .He stops playing .He closes his eyes .He drops his trumpet and lays his head back . BLACK SCREEN THEN BLURRY , VAGUE SLOW MOTION - moving through the flames . CLOSE ON DANNY 'S HEAD - seemingly floating through the fiery room .Emerging from the flames into a dark hallway . Danny 's eyes flutter as he seemingly continues to float .A linoleum floor rushes underneath .Danny head sags , finds himself staring at . A TATTOED LIKENESS OF HIMSELF . The tattoo smiles and speaks .Stairs rush by underneath . Then another hallway . DANNY 'S P.O.V. - a bright white light at the end of the hall .On Danny 's face , floating through the hall . His eyes fluttering . MOVING TOWARDS the light . Closer . Closer . Danny 's eyes close , his head droops . CLOSE ON DANNY as his eyes flutter and open . DANNY 'S P.O.V. - an image slowly coming into focus . JIMMY staring down at him with concern . Danny blinks his eyes again . Looks up at . A PARAMEDIC working on him . Danny smiles a weak smile at Jimmy . Jimmy just sits there , nodding his head , a big shit - eating grin on his face . The paramedic continues to work on Danny . His eyes slowly close . FADE OUT .

Danny exits a cab and heads towards a coffee shop . He looks like a new man .Danny looks through the window of the shop . Colette inside , working the counter , pouring coffee .Danny enters the shop .

Danny takes a seat at the counter . Colette turns and sees him .They stare at one another for a beat , then smile . Colette pours him some coffee .They strike up a conversation as we . FADE OUT . THE END

The boy, Tom Hansen of Margate, New Jersey, grew up believing that he'd never truly be happy until the day he met his. `` soulmate.'' CUT TO :

This belief stemmed from early exposure to sad British pop music and a total misreading of the movie, `` The Graduate.'' CUT TO :

The girl, Summer Finn of Shinnecock, Michigan, did not share this belief. CUT TO :

Since the disintegration of her parents' marriage, she'd only loved two things. The first was her long blonde hair. She picks up scissors from the counter and begins to slice.

The second was how easily she could cut it off. And feel nothing. CUT TO : SPLITSCREEN. INT BOARDROOM / INT CUBICLE - SAME On the right side of the screen, Tom continues to listen to some boring presentation. On the left, Summer answers a call, takes a message, and walks out of her cubicle down a long narrow hallway.

Tom meets Summer on January 8th in a San Francisco office building. In an instant, he will know she's the one he's been looking for. CU Summer opening the door to the boardroom, about to come face to face with Tom for the first time.

This is a story of boy meets girl. But before they do, CUT TO : BLACK.

When one strongly believes in something, it takes overwhelming contradictory evidence to change their minds. END ON : LITTLE TOM, age 6, mesmerized by a vinyl album cover of Olivia Newton - John in `` Xanadu.''

Tom had always been a devout believer in the idea of `` true love.''

Exhibit A : Lisa Rayner. The Little Girl stands up and walks the picture over to ANOTHER BOY. Tom is mortified. The OTHER BOY eats the drawing.

Exhibit B : Wendy Wilson. Once Tom is out of frame, a SECOND BOY approaches Wendy. Then they start making out.

Most days of the year are entirely unremarkable. They begin and they end without creating a single lasting memory. Most days have no real impact on the course of a life. The phone rings. Tom stops his push - ups to answer it.

If Tom had learned anything. it was that you ca n't ascribe great cosmic significance to a simple earthly event. Coincidence. That's all anything ever is. Nothing more than coincidence. ANIMATION. 1 second clip of the colored sequence. Real fast. Hardly noticeable. But it's there.

It took a long time but Tom had finally learned. There are no miracles. There's no such thing as fate. Nothing is meant to be. He knew. He was sure of it now.

I did n't know who else to call. The Girl removes her bike helmet.

You did the right thing. Where is he? Tom is in the kitchen breaking things and basically going insane. About to smash a plate on the floor, he's interrupted BY :

Now come here and sit down. Tom sits next to the young girl. Paul and Mckenzie sit on either side of them.

Do n't worry about it. Start from the beginning. Tell us what happened. Tom takes a deep breath.

Like what, she said `` hey'' instead of `` hi'' cause that totally means she's a lesbian.

You son of a bitch. He walks inside without waiting for an invite.

The same girl you'd been whining and crying and bitching about for weeks now?

The same girl you said was way out of your league and you'd have no chance with no matter what. That girl?

Come on, level with me. As your best friend, who tolerated a whole month of talk talk talk about this girl, nothing but Summer this, Summer that, Summer Summer Summer, I mean you were practically stalking her.

Summer, wow what an unusual name. I'm sure I'd remember that if I had heard it before. Tom, how come you've never mentioned you knew such a lovely little lady?

I mean, with all the women in Tom's life it's hard to keep track.

Anyway, I'm leaving now. Pretend I was never here. Tom, talk to you later? Hey, If any jobs open up. Tom quickly shuts the door on Paul.

It's not an unreasonable question. Watch. McKenzie, do you have a girlfriend?

Well let me ask you this then. Do you want her to be your girlfriend? Tom takes a second to think about this.

I just got lucky I guess. We met in elementary school. We had the same class schedule in the 7th grade and we just. clicked. CUT TO : CU MCKENZIE.

I would n't say `` the girl of my dreams,'' no. The girl of my dreams would have a better rack. Probably different hair, could like sports a little more. But. truth is. Robyn's better than the girl of my dreams.

You know why? Cause she's real. CU TOM. He says nothing. Just stands there. So confused. We go right INTO : ANIMATION. A QUICK 5 second recap of the earlier color sequence.

Let him go. ANGLE ON Tom walking away from them. Literally, his entire universe falls apart. FX : BUILDINGS come crumbling down. The whole city turns to rubble. He's the only constant as the world around him is ERASED, brick by brick, beam by beam, as if by an unseen force and reduced to nothing. CUT TO : BLACK. And we fade up those famous OPENING BARS OF `` HAVA NAGILA.'' CU on a CIRCLE OF PEOPLE HOLDING HANDS, some young, some old, Tom right in the mix trying hard to smile. Has he joined a cult? We are :

I hope you do n't get it. They both laugh. There's a silence for a few beats. And it's during this time that something weird comes over Tom and we can visibly see it in his face. He likes the look of this girl. This girl is cute. He'd like to talk more with her. And, honestly, he's a little surprised by it.

Do you go to St. Patrick's? Not to pray or anything but to stand outside?

Nice to meet you. She puts out her hand to meet his. They shake.

God, I love eating pancakes at night. It's like the greatest thing ever. How great is this?

I do n't know. Who cares about normal?! I'm happy. Are n't you happy?

Summer, Sid stabbed Nancy seven times with a kitchen knife. We've had some disagreements but I hardly think I'm Sid Vicious.

So I'm Nancy?! The Waitress comes out with the food. Tom and Summer stop their discussion until the meal is served and the Waitress leaves. Summer starts to eat.

Well they're wrong. It's not true. I've fished in that sea. I've jumped in and swam in that sea! I'm fucking Aquaman!

Sorry. What I mean is. there are no other fish. This was my fish. Paul and McKenzie share a very concerned look. CUT TO :

I love how one eye is higher up on her face than the other eye. CU - SUMMER'S NECK

I love the scar on her neck from this operation she had as a kid. CU - SUMMER'S BREASTS.

I love the sound of her laugh. OVER BLACK, play the middle 8 of `` Every Little Thing She Does is Magic'' by The Police.

I love how I hear this song every time I think of her. CU - TOM, STARING DIRECTLY AT THE CAMERA.

I love how she makes me feel. Like anything's possible. Like, I do n't know. like life is worth it. CUT TO :

For real, Paul. I'm madly in love with that girl. Paul is silent for a beat.

That makes me so mad! Why is it pretty girls always think they can treat people like crap and get away with it?

And maybe the world's most perfect breasts. Just cause of that stuff, she can walk around like she's center of the universe?

Ugh. You know what? Screw her! We have n't even met and I ca n't stand her already.

Eh, you know. Same old story. Moved to the city to work for a company. Company went under. Needed a job. My friend worked here. Got me this.

Why thank you. That's what they called me in college. `` Perfectly adequate'' Hansen.

Ok, well, I'll see you around. She walks back to her cubicle at the other end of the hall. Tom watches her walk away, completely enamored. He sits down at his desk and sets out to work. But before he does, his eyes fall on a sketch he drew of a house. It's dated 2001 and it's the only architecture sketch on his wall.

And it turns out she's read every Graham Greene novel ever published. Her desk is lined with Magritte posters and Edward Hopper.

We're so compatible it's insane! Seriously! It does n't make sense! She's not like I thought at all. She's. amazing.

I'm so glad we decided to go away together Bec. I know we've only been dating a few months but it's been. awesome.

And now, you and me, 8 days in Mexico. best spring break ever! Across the aisle Rebecca makes eye contact with three COLLEGE DUDES.

No, this ca n't be. Everything was going so great. I do n't understand.

No. But it could have been. In a world where good things happen to me.

So there we are. All alone. Nine more floors to ride. Plenty of time. I figure. this is my chance. If not now when, right? They ride in silence for a few beats.

`` It was good.'' She did n't say `` It was good.'' She said `` It was good.'' Emphasis on the good. She basically said `` I spent the weekend having sex with this guy I met at the gym.'' Fucking whore. Screw her. It's over. Everyone's silent.

And the Priest says, `` But we're already out!'' They both laugh.

I know! And when she walks away, he smacks his head a few times with his palm.

Not once did she take the bait. Not once. Screw it. I'm done with her. It's over. Tom's friends all look at him like he's crazy.

Not at all. You just threw up on the stage, tried to fight the bartender, and then threatened to burn the place down before passing out on the sidewalk. Quiet night for you.

I really ca n't. Even if I wanted to. There's a lot of stuff I got ta take care of.

I mean. my plans got cancelled. Tom is at a loss. There's yet another awkward silent beat between them. Thankfully, it's interrupted by.

That makes sense. She laughs. She's really cute when she laughs.

Anyway, I'm not near drunk enough to sing in front of all these people.

He'll be fine. A cab arrives. Tom and Summer help McKenzie inside.

Sorry you had to see that. Happens every time we come here. It's unbelievable. Something about that guy and singing for people. I do n't know. But at least he did n't -

G'night Summer. Tom watches her walk away for a beat before he turns to go the other way.

Friends. Awesome. That's just great. Well done Hansen, you idiot. Tom walks a few more steps. And then, seemingly out of nowhere, without his even noticing, SUMMER HAS WRAPPED HER ARMS AROUND HIM AND PULLED HIM INTO A KISS! It's unbelievable. There's a few seconds where Tom is n't sure if he's dreaming or not. But then he realizes, suddenly, out of the blue, his best case scenario really is actually happening. FADE UP : `` YOU MAKE MY DREAMS COME TRUE'' by Hall and Oates.

Shhh! Suddenly, the sound of a toilet flushing is heard. From the bathroom emerges Summer, dressed to go out.

If we're lucky, there wo n't be a dismount. Summer, her cheeks flushed already from laughing, loses it again. They are having a great night.

I hear ya. If I want to watch people make out, I have big windows and binoculars at home.

No. That would be wrong. They laugh some more. She is in hysterics.

I'll be. back in a sec. He walks into the hallway, out of her sight. He looks into the hallway mirror.

Settle. Do n't get too excited. She's just a girl. There's lots of them. Who look like that. And like what you like. They're everywhere. Calm yourself. He takes a few deep breaths.

Ok. Then it's time to go back in. We watch from behind as he re - enters his bedroom. Where Summer waits. Under the covers. Naked.

Oh sweet Jesus! Tom ca n't help but do a little celebration dance. CUT TO : LATER. Sex has been had. Summer is asleep. Tom lies next to her. He still ca n't help but be ecstatic. He is pumping his fists in the air and silently shouting `` Woo Hoo!'' CU - TOM. LOOKING THE WORSE FOR WEAR. UNSHAVEN, LONG HAIR, CRUMPLED CLOTHING. IN SHORT, HE'S A MESS.

I hate her lopsided, asymmetrical, cock - eyed head. CU - SUMMER'S NECK.

I hate the way she laughs. OVER BLACK, play the middle 8 of `` Every Little Thing She Does is Magic.''

I HATE THIS FUCKING SONG! CU - TOM. REVERSE ANGLE on A TROLLEY FULL OF PEOPLE, terrified of this raving lunatic.

I feel the same way. CU : a third painting which could only be, well, poop. ANGLE ON Summer and Tom, still perplexed but trying. They say nothing, until :

A lot of people have problems with this, but to me, it makes both structures so much more beautiful side by side like that.

Over there, that's St. Patrick's church. The beauty of St. Patrick's is its humility. With this giant mirror thing deflecting all the attention away, it's too humble. No one even knows it's there.

There's a million things. First, there's no need for this much glass. You could easily.

See this beam, it steps on the landscape. But if we moved it. just so.

That's it! McKenzie enters and sees her singing into the phone. Turns without a word and leaves.

Ow! The curtain rips and the bar comes crashing down. They fall on top of each other laughing.

Yeah. Guys, look, Summer and I. we know how we feel. We do n't need to label it. `` Boyfriend, girlfriend.'' That stuff is very. juvenile. Beat.

My thinking is. why rock the boat? Things are going well. If we start putting labels on it, that's like the kiss of death. Like saying to a girl `` I love you.''

Yeah but, you know me. This is the kinda stuff that always gets me in trouble.

`` So he broke your heart. You've been sad and depressed for weeks. Perhaps you've turned to drinking or even drugs. And nothing's helped. Now what? Should you binge on rocky road and watch soaps all day?'' SECONDS LATER. Tom sits in his bed eating ice cream. He continues to read.

`` Through extensive research, we have found the six most effective ways to get over that lost love and make room in your heart for a new man to fill. Those steps are :''

`` One. Exercise. The body's release of endorphins will assuage the brain and provide a genuine sense of accomplishment and success.'' Cars pass him at top speed. Bicycles breeze by him. A child on a big wheel soars past. He may as well be jogging in place.

`` Two. Physical and Mental relaxation. Channel all of your energies to the core of your being for a new understanding of the self and others.'' This shit is really fucking hard when you're as inflexible as Tom. Everyone else in the class seems at peace. Tom ca n't even get the breathing right.

`` Three. Charity. Reach out! You are not alone in your pain.'' Next in line is a HOMELESS COUPLE holding hands. Tom spirits immediately fall. Even these two somehow found each other.

`` Four. Shoe Shopping! Ladies. you know you want to. Indulge!'' ANGLE ON TOM, just sorta standing there. Confused. He does n't really want new shoes.

`` Five. Travel. Take some time to see another environment. Get perspective. It's a beautiful world. It will be for you again someday.'' This is it, he's finally found some peace. Tom looks up to the tops of the trees where the sunlight is peeking in and takes a deep breath. FREEZE ON TOM. INFORMATION BUBBLES pop up on the screen to point out that Tom is standing in POISON OAK. There's a RUSTY BEAR TRAP a step ahead of him. A giant POISONOUS SNAKE creeping up behind him. A TICK on his leg. And in the distance a HUNTER has Tom sized up in his rifle sight. UNFREEZE. Tom starts to itch.

`` Six. Redecorate. Start anew.'' He's focused on his task and in fact seems pretty good at it.

`` By taking these few steps, you will have discovered your inner strength and should be ready to move on. I bet you can hardly remember his face at all.'' We pull back to REVEAL Tom has painted a giant mural of Summer on his wall. He looks at the self - help book and dropkicks it.

I just do n't get women's fashion nowadays. Everybody with the tattoos, the giant hoop earrings, those annoying hats. Explain this to me.

Please do n't. A tall, well - built, GOOD - LOOKING DOUCHEBAG GUY has suddenly appeared next to them.

Did you see that punch? I do n't know where it came from. I have n't punched someone since Josh Greenberg in fifth grade. Guess I'm gon na have to throw out this shirt. Summer starts walking ahead and Tom notices for the first time she's furious.

I just got my ass kicked! Only the CROWD outside the bar hear this.

You know what. Sometimes you really do n't make any sense. Tom walks out. He looks back but she is n't looking. When she looks back at him, he's gone. LATER. Tom about to leave the office. Passes Summer's desk. She's on the phone. He wants to stop and say something but she's busy. He walks on. She never knew he was there. LATER. Summer, packed up to go, walks over to Tom's cubicle but he's already gone. SPLITSCREEN - INT. BOTH APARTMENTS - THAT NIGHT Left : Tom tosses and turns in his sleep. Right : Summer lies awake, staring at the ceiling. Left : Tom picks up the phone. Is about to dial when he stops himself and hangs up. Right : Summer looks at her phone, willing it to ring. It does n't.

Summer. we do n't have to label what we're doing. I just. I need -

Consistency. I need to know you wo n't wake up tomorrow and feel a different way.

No thanks. Alison looks at her food. Tom realizes he's been difficult, starts to feel kinda bad.

I'm not usually like this. I was n't before. Long story short, she wrecked me. I do n't know if you can tell but it was pretty recent and I'm still kinda thinking about her.

I ca n't get her out of my head, you know? I see her everywhere. She's all I think about. And it's horrible. Cause I totally did n't see it coming. I thought things were fine. So now I keep going through every day in my mind, every second really. Wondering. What went wrong? Is it my fault? Could I have prevented it somehow?

A lot of people have problems with this, but to me, it makes both structures so much more beautiful side by side like that. Tom keeps talking. Summer turns and looks directly at the CAMERA.

Or. Christ, I do n't know, maybe she was never that interested in me to begin with.

Actually she was never my girlfriend. Now Alison is really confused. And it's right around the part where Tom starts totally cracking up.

I just. I thought I'd have figured it out by now, you know? My life. Where I'm going, where I want to end up, who with. All that stuff. I still do n't know anything. And the thing is. When I was with Summer, none of that mattered. I never even noticed how much of my life was missing! Is n't that weird?

So what do you think? Did I do something? Did I not do something? What can I do now?

`` You said you'd stand by your man! / So tell me something I do n't understand. You said you loved me! / And that's a fact! And then you left me, said you felt trapped! Alison sits by herself in a booth trying to hide her face.

`` You did n't stand by me! Not at all! You did n't stand by me,'' I'm talking about you Summer! On Alison, having the worst date ever. CUT TO :

Well. You do n't want to just, maybe, go to dinner. I mean, you've got ta eat right?

Hey, Happy. birthday. But the line is dead. Tom's head sinks into his chest. Yet another frustrating night. CUT TO : CU PAUL, TALKING DIRECTLY TO THE CAMERA DOCUMENTARY STYLE

Why do n't you try. `` Everyday you make me proud. But today, you get a card.''

No worries. Tom walks by the room marked `` Weddings and Anniversaries.'' He's about to keep going when he pauses.

This is good Millie. `` To my wife, the love of my life. I love you.'' That's very nice. I was thinking though, why not try something like. `` Everyday that we do n't meet is meaningless and incomplete.'' You know, spice it up a little. The Women clutch their heart like they might faint.

. aint no woman got what you got, sista girl. Happy birthday to the lean, sheen, and sizzly mocha queen!''.

How's that? The AFRICAN - AMERICAN MAHOGANY WRITERS are impressed.

Fantastic. Suddenly, Tom sees something at the front of the line.

Well this is the girl friend I've told you about. I do n't know if `` girlfriend'' is the right word.

Where were you an hour ago? I might have danced then. I've been standing here by myself this whole time and you did n't look over once.

That's real nice. He walks off. She feels some guilt for a second.

Ok. Well, I'm sorry. Things for me have been a little difficult.

What's going on? Neither one answers him. They look at each other. Finally.

You guys, look, I'm. I appreciate what you're saying and, thank you, really, for putting up with me these past few months. I've been crazy. But I've accepted the fact that she and I were just two very different people who wanted very different things. I wanted to get serious. Shit, I loved her. And I know now, she just is n't the kind of girl who can settle down with one person and be happy. The way I wanted. And she probably never will. There was nothing I could do. Mckenzie and Paul just sit there. Now more uncomfortable than ever. On Tom, we : CUT TO :

Jesus Christ people! Get a room! They look at this lunatic in his robe and quickly walk away.

This here is, and Rhoda, you know I mean no disrespect. but this. this is total shit.

`` Do n't give up?'' `` You can do it?'' He points to the screen, still showing the `` Cat About to Leap'' image.

This is n't inspirational. It's suicidal. He tries that jump, I'm writing a sympathy card for that cat. That's the last thing I want to be doing with my life. It's bad enough writing these things for people.

That's cause we're liars! It's what we do here. Why do n't we level with people? Stop feeding them nonsense?

Yes but think about it! Why do people buy these things? Not to say how they feel. There's paper and pens for that. People give these cards when they ca n't say how they feel. Or they're afraid to. And we provide the service that lets ` em get away with that! Tom is getting excited. The rest of the room is growing uncomfortable.

I say to hell with it! Let's level with America. Or at least make them speak for themselves! I mean, seriously, what's this.

`` I'm sorry to hear your grandmother has passed.'' What the hell? Let's give em some truth. Something like, `` Sorry to hear about your grandmother. Here's a card so I get some credit in your time of need. I'm sure it makes up for the fact that grandma's dead.'' Vance and the card - writing team are appalled.

`` Congratulations on your new baby.'' Eh. How bout. `` Congratulations on your new baby. Guess that's it for hanging out. Nice knowing ya, buddy.''

Wait, what's this? Ooh. fancy! Look at this one with all the hearts. Let's open it up. `` Happy Valentine's Day, Sweetheart. I love you.'' Oh that's nice.

It's these greeting cards, Sir, these cards, these movies, these pop songs. They're responsible for all the lies, the heartache, everything! We're responsible! Everyone shifts in their seats.

I think we do a bad thing here. People should be able to say how they feel, how they really feel, without some strangers putting words in their mouths. The truth. A card is a nice thought but it should n't do the dirty work for you. You love someone, tell them yourself, in your own words. Maybe it's not love at all. Maybe there's no such thing as love. Maybe it's. `` galoogoo.''

It's all crap. We make and peddle crap. And sometimes people believe in this crap. I just ca n't do it anymore, Mr. Vance. There's enough bullshit in the world without my help. I quit. And with that he gets up and walks off. The room is pretty stunned. Someone coughs. McKenzie tries to start a clap. It does n't really take. CUT TO :

It's impossible. It does n't make sense. Where did they meet? Is it someone we know?

So everything she said. All that stuff about. it ca n't be. Not her. I know her too well. She would n't do that. His friends say nothing.

Hey I appreciate that Aunt Betsy. Lord knows I like bosoms. It's just. I recently got out of a. well, I do n't know what it was.

When you turn 13 in the Jewish religion, you officially become an adult. ANGLE ON RACHEL, dancing with a BOY.

Anyway, who cares about me? This is your day. She hugs him. Tight. He does n't cry but he could.

I got news for you Rach. That true love stuff. it's make - believe.

Hey. Summer is half - asleep under the covers. The phone lays at her side and she angles towards it.

Pretty standard. Not much more to say. Stay with them for a few extra beats of silence.

Hey. He goes to hug her. He hugs her. It's unclear if she hugs back.

Is everything alright with you? She smiles, tries to pull herself together.

It's ok. This happens to me every time I watch `` Hoosiers.'' Let's go for a walk, ok. Let's get some air. Or go to Sister Ray's.

It pains me that we live in a world where no one's ever heard of Spearmint.

And it's painful. Oh look. He grabs a Ringo Starr album and shows it to her, just as we've seen on Page 7. She smiles and they continue on down the aisles. In CU, Tom goes to hold Summer's hand. But something happens. It could be a total coincidence, but just as his hand approaches hers.

Pancakes? Summer's resistance is futile. And the rest as they say is history. FADE UP : `` Number Two'' by the Pernice Brothers. Which plays OVER :.

God no. They both laugh a little. The tension begins to dissipate.

You know what sucks? Realizing that everything you believe in is complete bullshit.

Destiny, soulmates, true love. All that stuff. It's nothing more than silly childhood fairy tale nonsense, is n't it? God!

I should have listened to you, Summer. You were right all along. Summer takes a beat to let this hang there.

What? This is funny? Tries to stop but it only makes it worse. Now's she's completely cracking up.

What are you laughing at? And she ca n't stop. She's totally lost control.

Summer! She stops and turns back. He takes in her face, most likely for the last time ever.

I do! I love that church. It's like my favorite structure in the city.

Thank you. He starts to go. But halfway through the doorway, he pauses and looks back at the girl.

When this is over. uh. would you like to maybe. grab a cup of coffee or something?

Oh. Got it. No problem. He turns back around and shakes that off, tries to refocus on the task at hand. A job interview. And then he hears.

Great! So. I'll wait for you here, or you wait for me or. something. She laughs. She's cute when she laughs.

You know. just cause some cute girl likes the same bizarro music you do does n't make her `` the one.''

Hmm. So, basically you do want to ask the question, ` are we boyfriend/girlfriend?' You're just afraid you'll get an answer you do n't want and that will shatter your illusions of how good everything's been these past few months. Is that about right?

Thomas, tell me this. Is it worse to get the wrong answer now. or find out in a month she has a date coming up with Lars from Norway?

He's a professional surfer with Brad Pitt's face and Jesus's abs.

You see what I mean? The whistle blows again and Rachel gets up to go back on the field.

That's a pretty complex question. Philosophers, poets, scientists, everybody has a theory, do n't they? I kinda like what Nietzsche said : `` There is always some madness in love, but there is also. always some reason in madness.'' Think about it. Pretty smart. Although, Nietzsche also said `` Kill the Jews.'' So there's that. CU VANCE.

Your apple pies are really great. So Uncle Sid and Aunt Ro, come light candle number eight! ANGLE ON TOM sitting with his mom Sarah at the table. They clap. Mom looks at her son knowing something is wrong. Tom catches her looking. CUT TO : LATER. Tom being accosted by two more Aunts.

Look. He sees a coven of 13 - year olds swooning across the dance floor at him.

Who knows, someday one might turn out to be your `` true love.''

I do n't. I think you're just remembering the good stuff. But what do I know, right? I'm 13. She blows him a kiss and then runs off and joins her girls. Tom watches her go. CUT TO : SPLITSCREEN - TOM'S BEDROOM / SUMMER'S BEDROOM - MORNING Tom is wide - awake, sitting fully dressed on his bed putting his shoes on. He holds the phone up to his ear.

Come on Hansen. You'll be ok. You're the best guy I know. You'll find someone.

Now I know this may be a little risque. but if New Hampshire Greetings wants the jump on those conservative, right - wing neo - Nazis at Hallmark, maybe playing it safe is the wrong approach. The nuclear family is dead and we need a new holiday to recognize that. Mckenzie holds up a home - made photoshopped family portrait of Martina Navratilova, Ellen DeGeneres, and the kid from `` Jerry Maguire''.

May 21st. Other Mother's Day. The co - workers nod and digest this idea. VANCE is the head of the department.

Patel tried to talk to her in the copy room. She was totally not having it.

`` Take me down to the paradise city where the grass is green and they got big titties!''

This is a work thing, Tommy. It wo n't be like that. The whole office is going.

The whole office is going. Tom looks over to where Summer sits. And realization dawns on him.

Goddamn that song is brilliant! What's up Hansen? Summer sees the next song come up on the screen.

Oh you have no idea. This one. embarrassing. There was this one girl.

I got ta tell this story - Tom elbows McKenzie hard in the ribs to shut him up.

No. I'm gon na walk. I live right down that street. Or that one.

I mean. likes you, likes you. For real. Tell her Tom. Tom shuts the door on McKenzie as fast as he can. Now it's just Tom and Summer. Tom talks a mile a minute to try and erase McKenzie's last exchange from her mind.

Your girl is losing it. Tom is too wrapped up in the phone call to acknowledge him. The smile on his face is the biggest we've seen yet.

No I do not. In fact girls are repulsed by me. Paul, how about you?

I heard her Hansen. She's not the girlfriend type. You're gon na need to discuss it.

Love? Shit, I do n't know. As long as she's cute and she's willing, right? Actually, cute is a strong word. Not atrocious. CU RACHEL.

Congratulations. But I've run out of ways to say it. `` Good job,'' `` well done,'' `` way to go''. I got nothing.

Tom! Tom recognizes he's losing his shit. He takes a seat on the boardroom table.

This thing. This whatever it is. You and me. Do you think this is normal?

This ca n't be a total surprise. I mean, we've been like Sid and Nancy for months.

Let's just eat and we'll talk about it after. I'm starving. Without another word she goes back to her pancakes. Tom watches her eat like this is the worst travesty in the history of mankind.

Mmm, you're so right. These are great! Tom looks at his food in disgust. He may never eat again.

Tom, do n't. Come back. You're still my best fr - THE SCENE FREEZES AND WE ZOOM IN ON TOM'S STUNNED FACE.

Excuse me, Mr. Vance? There's a call for you on line 3. And in walks this girl. Summer. We've met her by now but Tom has n't. This is the first time. His eyes go wide and from that moment on, he ca n't take them off her.

Nice to meet you all. Summer gives a little wave before following Vance out. She does n't notice Tom whose face looks like he's just seen God.

The Smiths. Tom, pretending not to hear or care, gives her an unenthusiastic wave.

I love The Smiths. Tom, still pretending, takes off his headphones.

I said. I love The Smiths. You have good taste in music. A beat as Tom processes this information.

`` To die by your side is such a heavenly way to die.'' Love it. The elevator doors open and she gets off.

I'm happy. Still getting situated. How long have you worked here?

Well, I'd say you're a perfectly. adequate. greeting card writer.

They used to call me `` Anal Girl.'' Tom does a spit - take and almost chokes.

Ok. I'm the new girl so no making fun of me. Her co - workers whistle and cheer her on. She takes a deep breath as the opening bars of `` Born to Run'' begin to play and Summer starts to sing. Tom sees Summer as the actress in whatever nonsensical karaoke video accompanies the song.

as Summer chats with co - workers at another table. Tom ca n't help but stare at Summer. She notices and waves. He smiles, hopeful that she'll come over. She does n't. He hides his disappointment. LATER. Tom walks back to his table with drinks. Summer is there in mid - conversation with McKenzie.

Me? No. Tom shoots daggers at McKenzie for that comment. McKenzie mouths `` what?'' Summer sees nothing.

You do n't believe a woman could enjoy being free and independent?

No, I'm not a lesbian. I'm just not comfortable being somebody's `` girlfriend.'' I do n't want to be anybody's anything, you know?

It sounds selfish, I know, but. I just like being on my own. Relationships are messy and feelings are always getting hurt. Who needs all that? We're young. We're in one of the most beautiful cities in the world. I say, let's have as much fun as we can afford and leave the serious shit for later.

I do n't even know what that word means. I know I've never felt it, whatever it is in all those songs. And I know that today most marriages end in divorce. Like my parents.

Oh yeah, And I read in Newsweek, there were these scientists who found that by stimulating a part of the brain with electrodes you can make a person fall in `` love'' with a rock. Is that the love you're talking about?

Why, what's your take on it? CUT TO : AN ANIMATION SEQUENCE, real quick. AN EXPLOSION OF MANY DIFFERENT COLORS, COMPLETE WITH A CHOIR AND A CHURCH ORGAN ALL BUILDING TO A HUGE CRESCENDO. BACK TO :

Ok. Looks like we're gon na have to agree to disagree on that one. McKenzie senses some discontent.

Sure you do. I see you lip - synching to your headphones every morning on your way in.

It's ok. I like it. Takes a lot of self - confidence to look ridiculous.

Bartender! TEN MINUTES LATER. Tom is up there singing The Clash's `` Magnificent Seven.'' You would n't think so but Tom is a ROCK STAR up there! He's dancing like Jagger, he's got everyone in the bar singing along to the audience - participation parts. It's a sight to behold. Summer is all smiles watching. LATER. Tom and Summer back at the table. Summer is humming something.

Totally. They share another laugh and then it gets quiet. In that good way. ANGLE ON McKenzie, wasted, singing the shit out of `` Proud to Be an American.'' He really means it. At any minute he might start to cry.

Just as a friend? The wheels are spinning in Tom's head. What's the right answer here?

Nothing. I just. You're interesting. I'd like us to be friends. Is that ok? Tom was clearly hoping for her to say something else. He hides his disappointment the best he can.

Yes, Mr. Vance? And they're all business. As Tom turns to go, however, Summer gives him a little coy smile that would be enough to make anyone's day complete. Tom gives her the international signal for ` I'll call you later' in return. Vance sees none of it. Tom walks to his cubicle, still on top of the world.

I mean, who are you? They're happy. Just mind your own business. Summer goes back to eating. Tom ca n't believe she snapped.

I mean, I just want to say, up front, I'm not looking for anything serious. Tom is a little surprised.

Let's just have fun. Let's just. hang out, no pressure, no labels, no obligations.

Ok? Tom is visibly disappointed by this but he tries to hide it.

Complex. Yes. CU : a second painting which is nothing but red. ANGLE ON Summer and Tom looking at it with the same expressions.

Do n't talk about it. Do it. Summer gives him a pen from her purse and the underside of her arm. Tom thinks about this. Then he starts to draw a sketch on her skin. We catch her watching his face as he draws. She's attracted to his enthusiasm.

So how's it going? She turns back to look at Tom on the way. She sticks out her tongue to be cute. Co - Worker does n't see. Tom is crazy about her.

Ooh. Summer drags Tom into the curtained - off `` Porn'' section. She picks up a box.

Whoa. Oh my god. We ca n't talk during this song. It's too beautiful. And it is. Tom's hand is on the gear shift. She puts hers there and locks it with his. Tom listens and Tom watches Summer listening. There's something about this moment, the way she sings along, the way her eyes close during certain notes, the way her smile rises and falls like she could cry at any minute from being overwhelmingly happy or just simply overwhelmed. Tom is powerless to stop his feelings for this girl. Marley sings :

Yeah? What if I started wearing berets and got a huge butterfly tattoo on my leg?

Ok. Tom puts his hands in his pockets and watches this exchange go down. Not sure what else to do. At this point he's more amused than concerned.

No thank you. As she answers Summer gives a quick glance over to Tom. The Guy notices. Up to this point he had not connected the two of them together.

Do n't be rude. I'm flattered, I'm just not interested. Now why do n't you go back over there and leave us alone, ok?

Oh that was for me? You were, what, protecting me? Next time Tommy, do n't. I fight my own battles.

You did n't have to hit him. Why did n't you just let me handle it?

Nothing. Look, I like you Tom. I like this. What we've been doing. But maybe it's gone too.

I told you all along what I do n't want and it's. Tom waits for more. It does n't come.

I'm tired. Can we talk about this tomorrow? It's silent. He does n't know what to do or say or think. Neither of them say a word as they go their separate ways.

I ca n't promise you that. Nobody can. Anyone who does is a liar. A beat.

I can only tell you how I feel right now. or I can show you. She comes in and kisses him. He thinks about it for a second. Is this enough to assuage his doubts? Damn it, she wins again. He shuts the door in our faces.

Ok. Well, in high school, there was Markus. INSERT : Still photograph of MARKUS. Or at least how he appears in Tom's mind. Arm cocked, about to throw the winning touchdown pass.

He works for the Republican party. Very successful. Just not for me.

Well, for a short time in college, there was Kurt. INSERT : Still photograph of KURT. As Tom envisions him. Playing the guitar on stage in Motley Crue.

And. my semester in Rome. Daniele Belardelli. AKA `` The Puma.'' INSERT : Still photograph of THE PUMA. A swarthy Italian posing in front of a Vespa moped in tight Gucci pants, his boner clearly trying to escape.

Yeah, cause, you know. Tom has no idea. And he does n't want to know.

Nothing happened really. It's what always happens. Life. On TOM. Silent for a few beats. Did he want to hear that? CUT TO :.

While you continue to talk about buildings and whatever other bullshit interests you, I'll just nod my head and pretend to listen while secretly dreaming about the many ways I can one day rip out your heart and eat it like the rabid vampire I am.

I am thank you. Listen, about tonight. I think I might just stay in and go to bed early.

I'm just really tired and I've got ta go in early tomorrow. Would you be super mad at me if we went out this weekend instead?

I'd rather not. Seriously, do you mind? Tom is standing still now, no longer moving. He's trying to keep his frustration from being audible.

Ok I'm sick of this love shit. Come on! We've been fed this nonsense for generations to the point where it's now genetically encoded in our very beings. And what does it mean? Absolutely nothing. Give me a break! CU MCKENZIE

All you take me to are sappy little romances. I want to see some open wounds, damn it. I want carnage.

What? And here they come, Tom's mom and step - dad, Sarah and Martin. Tom's face registers a noticeable panic.

You too. And now Martin weighs in with his own hug. Tom notices Summer's face growing increasingly concerned. Why is he hugging me?

They seemed to think. I mean, why is your step - dad giving me a hug?

Does he hug all your friends? There's that word again. Summer looks at Tom, like she's disappointed or even angry at him for something. Then she walks ahead of him into the theatre. He's forced to follow. Answer - less, as conflicted as ever. Why is none of this easy? CUT TO :

Yeah well, I did n't need a chaperone. Go home. You're a buzzkill standing there pouting.

Tom! But when he does n't turn around she just shakes it off and starts dancing again. LATER. Tom is outside in the rain. We can still hear the music blaring from the club. Summer is in there. Tom is alone. He ca n't believe it's come to this. FADE UP : `` YOU MAKE MY DREAMS COME TRUE'' by Hall and Oates.

So why are n't you smiling? ANGLE ON TOM. Alone. Still not smiling. Rachel arrives in the nick of time.

Uneventful. Did n't get home until after 12 though which is way too late for a stupid work function. How was your night?

Hey. Summer sits like an apparition on a neighboring bench. She may have just sat down, she may have been there for hours. Tom is n't sure if she's real. He does n't quite know what to do.

I come here a lot. I always loved this place, ever since you brought me here. The mention of their past makes the atmosphere frosty.

Ok. More awkward silence. This one goes on a beat longer. And THEN :

I knew I could promise him I'd feel the same way every morning. In a way that I. I never could with you. And there's not much else to say after that. Tom gets up to leave.

I was right? And then, out of nowhere, she begins to hysterically laugh.

One day I'm reading a book at the corner deli and this guy sits down and starts asking about it. Now he's my husband!

What would have happened if I went to the movies instead? If I went somewhere else for lunch? If I showed up to eat ten minutes later? Tom, it was meant to be, just like you said. And as it was happening, I knew it. I could feel it, sure as the sun. And I kept thinking to myself `` Holy shit. Tom was right.'' You were right about all of it.

It just was n't me you were right about. Tom is speechless. Summer takes his hand. We may notice her wedding ring. We may also notice that this is the same exact shot as the first scene of the screenplay. We hold it for a few seconds more. And then, the hands separate.

Anyway, I should probably be getting back. It was good to see you. I'm glad you're well. Summer gets up and starts walking away from him. After a SECOND :

See you later. And she walks away. The CAMERA TRACKS AWAY with her, leaving Tom alone in the park, getting smaller and farther away every second. FADE OUT : A FEW SECONDS OF BLACK, BEFORE. FADE IN :

Hmmm. That's an intriguing idea McKenzie. Along with Grossman's `` Magellan Day'' I'd say we've got some potential here. What do you think Hansen? Could you write up some prototypes for these? Tom is about to answer when. the door opens.

Everyone this is Summer, my new assistant. Summer just moved here from.

Right. Michigan. Well, Summer, everyone. Everyone, Summer. Excuse me, I have to take this.

Look, I do n't mean to pry. Does this have something to do with Summer leaving.

`` Roses are Red, Violets are Blue. Fuck You Whore.'' Now. most shoppers on Valentine's Day -

No, no, no. Relax Hansen. You're one of our most. adequate writers.

That's ok. I understand that. I was just thinking. perhaps you could channel your energy into. this. He hands him some sympathy cards.

Misery, sadness, loss of faith, no reasons to live. it's perfect for you. Whaddaya say? Good? Good. Now back to work you go. He quickly ushers him out of the office.

Hansen, this is a place of business. We do n't cut down our co - workers -

Dinner! SARAH, 50s, Tom and Rachel's mother, stands in the doorway.

Pause and come eat. They do. Tom enters the living room area and sits down next to his stepdad MARTIN, 60s, a quiet, professorial Southern gentleman type.

Oh shit. CUT TO : STOCK FOOTAGE. The Wright Brothers, Galileo, Heaven's Gate, Neil Armstrong.

Hey! Sarah and Martin are delighted at this coincidence. Sarah hugs and kisses her son.

Summer! Well hello! We've heard so much about you! It's so good to finally meet you. Sarah hugs Summer.

Great! Should we save you seats? Again, this has become incredibly awkward for Tom and for Summer.

Ok. We'll see you inside. When they're out of earshot, Tom sees that Summer is distraught.

Because you're, like, the biggest music nerd I've ever met, I think this should really help explain where I'm coming from. A pop song begins to play on the stereo. They listen for a few beats. Tom is confused.

You remember how much I loved this song when you first played it for me?

Right. And I still like it, do n't get me wrong. It's just. When I hear it now, I do n't feel the same. rush.

I'd rather listen to something else. And with that, it slowly sinks in for him.

says. I've been happily married for 30 years. She's the light that guides me home.

says. Tom. everyone knows. Nevermind. The reason I'm asking. lately your work performance has been. a little off.

says. Good job Rhoda, I agree. Really inspirational stuff. Now, who's next. We have n't heard from `` Sympathy'' in a while. Hansen.

This one says `` Go for it!'' She clicks to the next slide. `` Cat Hanging From Tree Branch.''

This one says `` Do n't give up!'' Click. We see `` Cat Considering a Giant Leap.''

And this one says `` You can do it!'' We have a whole line of inspirational cards featuring Pickles, my cat. I think people will really enjoy them. Thank you. She takes her seat.

`` In life I know there's lots of grief / but your love is my relief.'' We know, as well as he does : he will ask nothing tonight.

Ha. That's funny. Tom smiles to himself. This guy's a tool. Nothing to worry about.

Are you with this guy? Tom realizes he has to sort of say something now.

It's a free country. Summer and Tom make eye contact again, as if to say `` now what?'' After a beat :

So you and him, huh? I ca n't believe that. Is this guy really your boyfriend? And that question hangs in the air. Tom, panicked, decides to cut the silence. All the pent up uncertainty and confusion, coupled with the challenge to his manhood in front of the woman he loves, all manifests in one single, solid, almost automatic RIGHT CROSS TO THE GOOD LOOKING DOUCHEBAG'S FACE. Which connects spot on and sends the Douche reeling. Both Douche and Tom wince at the pain.

. There's a beat of calm where Tom is actually sorta surprised. And then the Douche spins around and starts PUMMELLING TOM. CUT TO :

I'm pretty quiet too. Usually. It's nice sometimes to be comfortable enough that you can just sit and eat and not have to say anything, you know?

Well maybe you should think about. someone else. who could cheer you up.

You were in love, that's what it does. But, now that you know where the holes are you can start to fill them.

Passover. Tom says something totally in Yiddish. No one knows what the hell he just said except for one Employee who bursts out in tears of joy.

Is this the girlfriend? Tom is caught like a deer in headlights. What can he do?

What are you 30? You should be married now. With a family. What are you waiting for?

There's girls everywhere. I bet you have to beat em off with a stick.

My friend Mimi has a granddaughter. Yay high. Great figure. Bosom out to here -

So how's work? CUT TO : LATER. Tom at the bar. He downs his drink in one gulp. CUT TO : LATER. ANGLE ON Tom alone at the table. The band plays `` Lady in Red'' and everyone's dancing. When we're back on Tom, he's sitting with Summer.

SPLITSCREEN - DAY On the LEFT , Tom , alone , on a bus . Looking out the window . Thinking . On the RIGHT , Summer . In her wedding dress . The veil is lifted . And she 's a bride . END MUSIC .

MIDTOWN . A Brunette Beauty crosses in front of a stack of cabs , her sheer dress clinging to her remarkable body . A Club in THE MEATPACKING DISTRICT . A long line waits to get in . A couple of Gorgeous Girls show up at the velvet rope and are promptly '' let inside . SOHO . A Crowd spills out of a Bar and onto the sidewalk . A Confident Knock Out in jeans and a tank top laughs , drinking a beer out of the bottle .INTO AN EMPTY FRAME COMES HARRY LANGER What is it about him ? Could be his eyes , the turn of his mouth . something about this guy is just so damn appealing . Maybe it 's just the way he wears the Young Slinky Girl on his arm . He 's confident , cool , enviable . We 're in : A CHIC EATERY - DOWNTOWN The place is full . Everybody is somebody here .The Maitre 'd snaps to attention at the sight of him .As Harry and his Girl wend their way around tables , we pass Other Couples . Young Couples . Middle - aged couples . Not talking Couples .Harry passes a table where a BEATEN SIXTY YEAR OLD dines with his AGE APPROPRIATE , WELL - FED WIFE . IN SLOW MOTION , Harry and The Beaten Man catch each other 's glance .

Ahhhh. The sweet, uncomplicated satisfaction of The Younger Woman. That fleeting age when everything just falls right into place. It's magic time and it can render any man, anywhere - absolutely helpless. Some say I'm an expert on The Younger Woman. Guess that's'cause I've been dating them for over forty years.

To never settle down with the right woman for a life of leftovers and Christmas mornings. No his and her IRA accounts, no mini van parked in the garage. I think it's made me what I am today.

The luckiest son of a bitch on earth. Look at me. I'm positively debonair. I should be illegal I'm lookin' so good.

It is n't as if I have n't wondered what my life would be like if I was a Regular Joe and came in here once a month with a dame my age' for a porterhouse and a side of spinach. I've wondered.

There you have it. The story in a nutshell. Not exactly debonair, am I?

Awww, man, it's down right sad. Look at me. I look like I'm about to die. God help me. I do not want to die.

You're overlooking one of the great things about me. I do n't have a type.

Oh, so you wait'til we get out to The Hamptons to let me know you're a wise ass.

It just so happens, my dear, that women of a certain age, do n't date me. You ever think of it that way? No, it's always me. You dames are all alike.

Have I mentioned how gorgeous your breasts look in this sweater?

If that's the same as being glad we waited, then baby doll, I'm ecstatic.

But she allows you to strip in the front yard and bring men you're dating here to.

So put on your bathing suit. I brought some champagne, I'll put it on ice.

I'm dating your daughter Marin. She invited me here for the weekend. She's in her room right now, changing.

You know what? Actually, I think I should just take off. Let you gals enjoy your weekend.

Trust me, if I ever catch a guy in his underwear in my refrigerator I hope I'm half the man you were, Mrs uh.

I kept winking at Marin as she was conducting the auction and apparently every time I did that she misunderstood and I ended up buying cases of outrageously expensive wine.

I guess people find it interesting that I've escaped the noose for so long.

Long time ago. She was just this adorable lanky girl from Kentucky with the greatest pair of legs I'd ever seen. Never understood her ending up with a job where she never showed them.

Just anyone who's ever had the pleasure of. You know what? I hate to eat and run but.

I do n't remember your name but I thank you from the bottom of my.

Okay. You take care of it for me, sweetheart. I'd like to see that.

Take it easy kids, I just sat up too fast. Doc, tell them. Am I in good shape? How were my tests this morning?

Okay, Okay. Let's not get goofy. We got no thin, but good news here.

See what good hands I'm in. Did you meet my gorgeous assistants?

This is just to thank you for your brilliance the other night. I hope it suits you.

Doc, I'm out in the middle of the Hamptons. Where do you want me to go?

Just promise me you wo n't make a decision until we talk. Thinking about it ai n't promising me. Okay, man, I'm seein' you Friday.

Rush? No, man, you're livin' the shit. I just got a clean bill of health.

Well, I walked all the way in here, only bumping into two chairs and an ottoman.

Not proud. Just honest. Your daughter said she likes that about me.

I do n't quite recognize it, that's how I know I've never had it before.

I - I got confused! It was dark. I did n't really see anything. Just your tits and a little of your -

- No, no, I'm actually feeling pretty perky today. Making quite a recovery.

You saw my ass, you do n't see me acting nuts, wearing hats and glasses and weird get ups.

Her? Oh, she's a major piece of work. The woman wears turtlenecks in the middle of the summer.

It was an accident. She thought I was asleep, I thought her room was the kitchen.

Trust me. This was an accident. Although, why would she be walking around naked when she knows I'm 20 feet away.

Okay, now she's a great chick. Must take after the father. Which reminds me. Doc, what.

Beautiful painting. So I'm gon na venture out there and go for a short walk.

My doctor recommended it. I got ta build up to stairs and stuff like that. You would n't want to join me?

- Did you know there are over eight thousand websites that mention you?

No, it's true. I know everything about you now. And not because of last night, but.

I think our relationship is growing by the way. Have you noticed?

I'm serious. Maybe we just needed to get out of the house. Now, you may notice, interestingly, we're walking back toward the house and its getting a little rocky again.

See, I'll accept that slight hostility because I'm enjoying your company so much.

Yeah, but I think I'11 stay down here and watch the sunset. You interested?

I doubt that you doubt that. Anyway, you may like it. Think of it this way - he's not threatening, wo n't get your number, you get to run the show. You might have a hell of a time.

Okay, all right, good, have fun, do n't rush back for me and do n't do anything I would n't do.

Hey, it's me. just sitting around looking at your baby pictures. Thinking about you.

My, dear, you are confusing sex with sleeping. Sleeping is something I prefer to do alone.

What are my choices? I mean I know you think I'm not very discriminating but.

will you tell me first why you only miss being married at night?

You're like a thoroughbred in a world of mutts. No, you know what you are, you're like a great portrait over a fireplace. Words have been invented to describe women like you.

But it's thrilling when your defenses are down arid you're not isolated. That, I believe, is your winning combo. A killer combo actually.

Made up a story about meeting another guy. Guess I was n't so cute with an IV in my arm.

This is crazy. I ca n't remember the last time I cried. I think I'm overwhelmed.

Baby, I had sex three days after a heart attack and I did n't die!

Honey I may not be many things but one - thing I am is a gentleman.

- So there I was at nineteen, in New York, by myself, and I'd never seen snow before and I did n't have enough money for the bus, so I had to walk. Had no idea how far it was and I'm talking blizzard and I'm in sneakers.

Excuse me. What do you call this? Eating eggs by candlelight in our robes after.

Yeah, I've been working on that stair thing. I can do it by the way.

Yes, I do. Erica, as it turns out is an amazing woman. Does whatever she can to make me happy. Really. Turns out she's very giving.

What the? This is the second time I've done this now. I get overcome or something.

So it's not crazy for a man to do something entirely out of character after having a heart attack?

Yeah and totally changing their tastes. Like suddenly really liking something they never thought they could like. ever. and I'm talking really liking it. It's. unnerving.

But most people go back to being themselves, right? I'll go back to being me, wo n't I?

Yeah, he said. by tomorrow for absolute sure. You think you can deal with me for one more night?

I wish you bluebirds in the spring. To Give your heart a song to sing. And then a kiss, but more than this. I wish you love.

Et en juillet une limonade. Pour vous refroidir dans quelque lefy glade.

Honey, no words can ever express my gratitude for taking me in and taking care of me and.

I think maybe you should consider that you're in love with the idea of being in love.

I was gon na call you. I've been jamming all day, it's my first day back.

I had these plans before I met you. But I do like seeing you. I do. I'm always surprised by it.

Maybe you were n't thinking for once and look what a good time we had. Let's not ruin something great.

I have never lied to you. I have always told you some version of the truth.

Can you cut me a little slack? My life's been turned upside down.

Having a fight with someone. A woman. Can a woman give you chest pain?

I mean, I should go out, should n't I? Since. when do n't I go out? Just cause some Emergency Room Doctor tells me to stay in bed, does n't mean I have to turn into a monk.

Neither had I, but think about it. Funny's a unique thing in a woman. It's fun to be around.

Exactly. It lasts. We're not sittin' here watchin' Mamie Van Doren reruns.

I do n't think I've slept one night since I've been home. Every little ache and pain scares the shitout of me. ca n't get a handle on my emotional life, do n't know what I want, do n't know if what I felt was because I just had a heart attack or was real. Plus, I feel needy. I never used that word in my life.

Those are very nice pajamas, by the way. Did they used to be mine?

I know. But why would I do that? They're so elegant. Nice piping.

Schmucks are people too you know. Death does n't seem a little harsh?

You know it is n't like I wanted to stop seeing you. We could've carried on a fun thing for awhile. Why is it you dames want all or nothing?

Anyway, do you actually buy that horse shit. that men and women can be friends once they've had sex?

This is perfect. I have given the ` Ca n't We Be friends' speech for 40 years. I think I invented the ` Ca n't We Be Friends' speech. But you know what, now I get why they never went for it. You dames got one thing right. Sometimes sex does change everything. Call me crazy, but I just do n't see us out on the town, being pals, having dinner,'cause I'd bet you anything, at some point, one of us will have very unfriend like thoughts about the other then pass the bread becomes anything but pass the bread. You get what I'm saying?

Not `` do n't''. Ca n't. Ca n't be friends. Does n't work that way.

Okay, I'm moving into another phase of this thing. I'm mad at you.

Excellent.'Cause I do n't like thinking about you so much and worrying about how you are and if I ruined your life or.

Do you know me or are you just talking to me as `` man'' in general, the beast women love to hate.

Right? I broke her heart then she married some hard working Joe on the rebound, has three great kids. What is so funny?

Oh, God, I really liked you. You're Sandra. Cook. We did. We saw The Beatles together. How the hell have you been? What happened to you?

This is it, I'm dyin', I've had 20 minutes of severe chest pain, nausea, shortness of breath, blood pressure's got ta be 170 over 100.

Plug me in to the EKG, I need an aspirin, I'm taking 2 beta blockers, blood thinner, Lipitor, Procardia and if I were you, I'd be pounding my chest. Ow!

No, no, I just wanted to stop by and say hi and tell you I'm sorry if I ever did anything to you that was n't on the up and up or.

That's refreshing. Good. Well, I do n't know what you've done to yourself but you look absolutely radiant.

I'm aware it was a bold move, one of those impulses that grabs you,' but. so far, we're okay ; right?

I remember you said if we still know each other we should go to Paris for our birthdays, well, we still know each other.''.

I know but I've certainly been thinking about you. There's a lot I have to say. First thing is. I'm not mad at you anymore.

That's a relief. since I did come all the way to France and everything. And. Happy Birthday.

After I saw you in the theater that afternoon, I had another `` episode.

I was actually okay, but I was sure I was dying and the doctor in the ER said I needed to decompress. So I did. I walked out of there and changed my life, sold most of my businesses, packed my bags and moved to an island in the Caribbean.

I was there about six hours, when it occurred to me that wasting away on an island in the Caribbean was n't going to remotely cure what was ailing me.

My thought was - if I retraced my steps and visited all the women I've dated.

And one of the things I realized was, I was actually giving closure to generations of women.

When you hear the same story about yourself over and over, your life begins to make sense and the future becomes your only salvation.

It took me six months to find them all. I visited 18 different states but I came the furthest to see you.

I guess I should've seen your play, then I would've Jknown how this ended.

So it's only 5 in the afternoon in New York. What do they do around here for fun?

At the end of the day, I'm nothin' but a sap, a stupid old sap, standing on a bridge in Paris, crying my eyes out.

Because I realized what I was feeling for you, have always felt for you, was something I did n't understand, like a language I did n't speak.

It scared me so I did what I do. I snuck away. Turns out the heart attack was easy to get over. You were somethin' else.

And when I went to see all those women, I found out I was never really present for any of them. And something inside me at some point, had just. shut off. That's when I think my heart gave out and you saved me. I finally get what it's all about. I'm 63 years old and I am in love for the first time in my life. And that's what I came here to say.

I know I'm no spring chicken, I figure I only got another 30 - 40 years in me. Tops. But how ` bout we figure out a way to make this work.

Harry ENTERS all over again . This time he looks older , something in his walk and the boxy cut of his jacket . With him is a regular looking , nothing - to - write - home - about WOMAN IN HER FIFTIES .

Again , the identical set up . Harry ENTERS again . This time he looks ten years older . The bounce to his step is gone . The twinkle in his eye , long dead . On his arm is a 63 YEAR OLD BATTLE AX , built just like Harry . The Maitre 'd reluctantly shows them to a shitty table .A LONG STRETCH OF PRISTINE COUNTRY ROAD - THE HAMPTONS - DAY A Silver Mercedes convertible bursts into FRAME . Harry 's behind the wheel , shades , smoking a cigar , livin ' large . Next to him sits a thoroughbred of a girl . An `` IT '' Girl . Smart , sexy and built for fun . She has perfected flirting to an art . Her hand rests on Harry 's neck . There 's a good thirty year age difference between them . Her name is MARIN . She SINGS along with Ja Rule , now coming from a CD .Harry looks to Marin , feigning hurt .Just then the CAR PHONE RINGS . Harry keeps looking at Marin .Harry waits . RINGGG ! He does n't look away .Marin continues singing along with Ja Rule as Harry confidently slips his hand onto her thigh .Harry hangs up , does n't look in Marin 's direction to see if ' she caught that . This brand of cool is about not playing that card . Marin turns toward him , she has been listening . They 've reached the end of the road , sand dunes , long lilting grass and the ocean stretch before them .Marin turns up the CD , getting herself out of whatever just came over her , looks out the window .Marin laughs , softening , as Harry turns down a dirt driveway , driving toward a DREAM BEACH HOUSE .That got her . Harry parks . She looks over at him but he 's grabbing some cigars for his shirt pocket , then looks up at her with an innocent look that suggests he did not just say such a lovely thought .They both grab their HMarin sets her bag down , walks to Harry , wraps her arms around his neck .Marin smiles then kisses him . He 's one of those guys that lets you kiss them .Marin starts UNBUTTONING HER SWEATER as she dances seductively toward the front door , then notices Harry 's cigars .She SLIPS OFF her sweater and DROPS IT ON HARRY 'S HEAD .

To all my thugs that be livin' it up, we say, what I do. To all my.

No you would n't. I mean, she's great. She's totally brilliant, but she's not your type.

Oh, what?! Like you do n't know you have a slight reputation for.

Vh - huh. I'll call back Monday. Who else? Monday. Monday. Say you could n't find me. Who?

I know. My mother does n't know how to do things that are n't perfect.

So, what are we gon na do out here, just the two of us, for two whole days?

She does n't know everything I do. Or when I do it. or where I do it.

The fabulous living room, perfect for entertaining an intimate group of friends or that special someone.

Behind me, the requisite Hampton's deck complete with pool and ocean view.

Gourmet kitchen's to your left where tonight I will whip you up a culinary feast of Mac and Cheese.

And this as they say on ` Cribs', your favorite show, is where the magic happens. Do we like it? Going once, going twice.

You know when I first started auctioneering someone told me if I was nervous to just picture everyone in the audience in their underwear. This sort of gives that a whole new meaning.

Mom, I had no idea you were coming out this weekend, you said you had to write.

You got ta admit, sorta funny You thought he was a burglar? In his boxer shorts?

I'm sorry, it's not really funny. I'm an idiot. I should've told you I was bringing someone out.

Yes. Sorry. Mom, this is my friend, Harry. Harry, my Mom, Erica. my Aunt, Zoe.

Harry's sort of a new friend. I think I mentioned him in an e - mail. We just, totally spur of the moment thought we'd get out of the city for a few days.

She started French lessons after she and my Dad split up. Part of her `` Keep Busy, Do n't Look Back'' program. She's practically fluent now.

At a Wine Auction at Sotheby's. Harry was the big buyer of the night.

Can we not do this now? He's actually incredibly smart and fascinating and if you had talked to him about something other than his marital status you would've found out how smart he is. He owns like 10 different companies.

Yeah, that I get. Anyway, he said he thought you two were very spontaneous and nice and then said he's leaving as soon as the sun comes up.

We were fooling around and he said he felt funny Hthen he just collapsed.

Oh, man, what if he does n't make it? I do n't know who to contact.

I do n't know his family. I've gone out to dinner with the guy three times. I hardly know him.

This is a nightmare. I go out with a guy who's so old, he takes Viagra.

Oh, thank you so much. But he's not my. oh we're not related. He's just a friend.

Well, I was just gon na drive into the city with Zoe but if you're driving back, I'd much rather go with you.

Hi, it's Marin, I'm not in so leave a message and I'll call you back.

I had this big photography auction tonight, then I went out with a bunch of people, I checked my messages and got this so sad message from Harry so bored out here. I thought I should come out and at least see how he was doing.

Thank you for the gorgeous flowers by the way. They were so huge.

Oh, this is too sweet. You're making pancakes? Awwww. And you're both in your pj's. Now I feel I'm interrupting.

A quart of matzoh ball soup for Harry. I know it's not the remedy for heart problems but it is low cholesterol.

Oh, sorry. Stupid. For Mom, your favorite raisin - bread. And for me.

Hello? No I'm here, babe. Made record time. Everyone's still there?

So your ex - husband stood me up today. We were supposed to have lunch at Barneys. He never showed up. Was he always like this?

This is what happens after a couple gets divorced, the kid inherits all the problems. Not that I'm a kid.

You know me, my life's crazy. I meet a thousand people everyday. Also, let's face it, the guy's insanely old for me. I'd be nuts to keep this going.

Now, Mom, if you could handle this, I was thinking. you and Harry.

But you're only saying that'cause you think he and I have had sex.

Just puttin' that out there.'cause for two people who are convinced they got life beat, there's was somethin' cooking in the kitchen last night other than pancakes.

He just took care of it for me ; He was an ace. Elegant. Said our fate was to be friends. Oh my God.

Now Erica, try to think of this as the smartest thing you've ever done for yourself.

What do you mean, it's like a hurricane. The news said the winds are like a zillion miles an hour.

I had breakfast with Dad this morning and we're talking and he starts looking all weir ~ and then he tells me he met someone three weeks ago and it's `` really something and then he.

He tells me he's getting married. Why am I reacting this way? I'm almost thirty years old.

I do n't know. Some chick he met three weeks ago. She's four years older than me and she's an Ear, Nose and Throat Doctor. Has he lost his mind? I have a huge auction tonight. Why do I have to be the one to deal with this? Can you please come in? I'm rea : ~ y upset, my shrink' ~ away for two weeks. I know you're working but. please?

- Look, I get that he has a right to get remarried, but he does n't even know her and she's like my age. You know what that's like? It's like beyond creepy. And I know he's not replacing me so why does it feel like he is? This is crazy, right? Crying like this.

Mom, you want to know the answer to the big mystery of my life? Why I'm always with the wrong guy? This is why. Because the wrong guy ca n't do this to you. You have some control with the wrong guy. This thing I'm feeling right now. This is my big fear. that some guy could get me unglued like this, like nothing's connected. And this is just my father! I'm just not strong enough to handle this kind of drama.

No, it's what makes you strong. You've never really understood this, but we're not all like you.

I'm sorry, if I were you and my ex husband, the man who I still allow to direct my plays! was getting married to some 33 year old Ear, Nose and Throat Babe, I'd be bonkers. And look at you.

My anti - depressant is obviously not working. It should cover events like this should n't it?

Mom, can you do one other really big thing for me? Just say yes.

Will you come out to dinner tonight with me and Dad and the fiance?

Please. He wants me to meet her and I can not go alone. I already asked him if you could come and he said it was fine and she said it was fine. Look, you're gon na have to meet her too, so, we might as well meet her together. Come on, you know you can handle it.

Good evening and welcome to Sotheby's and this evening's sale of Impressionistic and Modern Art. Bidders should know that the auctioneer may open bidding on any lot below the reserve by placing a bid on behalf of the seller. Okay. Let's start with Lot I, the Bonnard drawing. And $ 5.000 starting with my bidders, $ 5000 is bid, 5500, 6000, 6500 is mine, 7000 gentleman's bid, 7500 is here, 8000 on the phone.

Wow. So not only are you marrying my father but our mothers went to the same college.

So, this is n't going badly so far is it? I mean for a totally surreal situation like this.

So now you get my theory about love? You got ta self protect. It's too dangerous.

So you're telling me you're happy right now? This is good what happened to you?

I'm three months pregnant, that might have something to do with it.

Just to us. In every interview my Mom does, she always says she made you up.

Paris. She left two days ago, for her birthday. But she'll be back next week.

God is a woman, I know that now. No man would punish me like this.

It 's one of those great Beach Houses . Light filled and warm with spectacular views of the sandy landscape wrapping around the rear of the house . Marin , now in a tight tank , tight pants , gives Harry the grand tour as she continues to undress .Marin provocatively UNZIPS her pants and wriggles out of them . She 's now in a TINY TANK AND BIKINI PANTIES .Marin HEARS Harry 's ZIPPER UNZIP . She turns , her EYES WIDENING as Harry 's PANTS land on a chair . Harry is now down to his Boxers , an Open Shirt and a fearless smile .They arrive in a warmly decorated GUEST BEDROOM .Harry takes Marin 's hand and pulls her OUT OF FRAME and ONTO THE BED . She playfully rolls on top of him . His hands cup her ass .She bounces off him like a kid and disappears into the bathroom . Harry lies there alone for a second . Catches his breath . He sits up , feet on the floor , shoulders hunched , clears his throat , bangs on his chest . He waits a sec then stands with a stiffness that for the first time suggests he is not a that young man .

Now wearing only his Boxer Shorts , Harry crosses through the Living ROOM , singing ` Livin ' It Up ' to himself . He reaches into his bag and lifts out Two Bottles of Crystal . He sees himself in the mirror , sucks in his gut .

Well stocked , the best of everything . Harry opens the door to the fridge and just as HE DISAPPEARS BEHIND IT , the BACK DOOR OPENS and TWO WOMEN ENTER from a beach walk , in the middle of a lively conversation . One of them is ERICA , Marin 's Mother . The other is Erica 's Younger Sister , ZOE . ERICA is in her mid - fifties and is a poster girl for growing old . It 's actually hard to imagine 55 looking any better . And not because she looks 35 , but because she makes 55 look graceful and right . Erica is the `` girl most likely '' who went beyond expectations but did n't realize until recently that being sure of herself was a handicap . She does n't try to be intimidating , she just is . Her sister , ZOE is in her forties . Zoe 's the loose one . She wears draw string pants and a T - shirt that says , `` BOYS LIE '' . The Women stop mid - sentence when they notice the REFRIGERATOR IS WIDE OPEN . Then they SEE A PAIR OF BARE MEN 'S LEGS poking out from UNDER THE DOOR . They don ' t move .Erica nods to Zoe , gesturing a nearby knife . Zoe grabs the knife . Harry pokes his head out from behind the fridge , equally confused .With that , Harry SHUTS the fridge door . The Women see he 's naked except for a Pair of Boxers . They both GASP . Zoe FUMBLES the phone over to Erica who dials quickly .Zoe ca n't believe she just said that - no truth in it whatsoever .With that , Marin ENTERS , in a tiny bikini , sees Harry in his shorts , Zoe holding the knife and Erica frozen , holding the phone .All three Women turn to Harry who now dangles a long Lobster shaped oven mitt over his `` privates '' .Marin shoots her Mom a look . Help !Marin watches . Dying .The Women all look to Harry . He looks at Marin . She 's hard to resist .HARRY AND MARIN Walking past SHOPS on the MAIN DRAG IN EAST HAMPTON . They are both licking ice cream cones . CAMERA STAYS BEHIND THEM .ERICA AND ZOE Are paced 20 feet behind them , carrying groceries .CLOSE ON A YOUNG FRENCH GIRL IN AN APRONThe Girl stands BEHIND THE CHEESE COUNTER in : THE BAREFOOT CONTESSA A Gourmet Market in East Hampton . The clientele in here is as rich looking as the food . Erica stands on the other side of the Cheese Counter .Harry and Marin shop near by . Harry listens to Erica out of one ear .Marin crosses to the dessert counter . Erica turns back and catches Harry checking out Marin 's ass . He smiles as he licks his ice cream . Erica rolls her eyes then spots another Older Guy with a Leggy Girl twenty - five years his junior .Then Erica notices who 's next to her at the cheese counter . She sees her Sister , Zoe , reading a cheese label with her glasses on and next to Zoe are two sad looking Old Women in their Eighties with their arms linked . Almost woozy , Erica is snapped out of it when she is handed her package .Erica heads down the aisle , passing Harry whose back is to her . Just as she passes , he turns and almost bumps into her .They so very badly do not want to actually touch . Erica hesitates . Harry gestures for her to go first then walks alongside her .Erica places her groceries on the check out counter .

Okay, Mister, look, I'm gon na dial 911 and you're not gon na move. Zoe, hand me the phone.

Yeah? I do n't think so. My daughter's in the city and you what, wandered in here, like high on Ecstasy?

Back off. She was in the Israeli army. She can break you in half.

Yes. I have an intruder in my house. 29 Daniels Lane, Sagaponack.

I'm sorry. False alarm. Yeah, no, I'm sure. No, he's not a burglar.

No, no, I should've told you we were coming. Well. Anyway, here we are.

No, no, no. Do n't be silly. Uh, look, here's what we'll do. Zoe and I will leave. We took a great walk on the beach, we'll go into town for lunch. You two stay. Harry, apologize about the near arrest.

Hold on. Hold on. Let's not get so dramatic here. What are we four teenagers? We're all sophisticated people. Why ca n't we all stay, for the weekend? Your mother's got work to do I've got papers to grade. You'll do your thing, whatever that is and if we want to hang together, we'll hang together. If we do n't, we do n't. There's no reason why any of us should give up this spectacular weekend.

Except he's older than her father. I ca n't even look at them. What is she doing with a guy that age?

Okay, so she was old enough not to feel Dave was walking out on her.

Is that supposed to mean Dave walked out on me? Why do people assume when you break up after twenty years that the guy's the one who wanted out? Just because once we broke up he shtupped everything that moved.

Easy cowgirl. I did n't mean it that way. Just trying to figure out why such a smart girl is always with the wrong guy.

Bonjour je veux une partie de votre pate merveilleux et de votre meilleur fromage absolu de chevre.

Marin, au cas ou nous prende un desset ou devrions jefaire quelgue chose?

I'm sorry, but, look, you know I hate rap, I mean I do. It's sort of violent and crude for my taste, not to mention just a tad misogynistic.

Well, the thing with me is that I'm about 90 % hard word, 10 % talent and so far the talent part has n't exactly kicked in yet.

About? Well, I'm not exactly sure which is a bit of a problem, but so far it's about a divorced woman, a writer, she's this high strung, over - amped, controlling, know it all neurotic.

Wait. I read that article. That was you? You were once engaged to somebody big. Who was it? Not Joan Collins. Wait. Carly Simon?

You're not serious? She's Diane Sawyer, she goes into caves in Afghanistan with a shmahtah on her head. Who cares about her legs?

Then you know what? Write a dissertation on it, do n't announce to the world that I stay in night after night after night and by the way, one night after night would have been enough. Did you ever realize, I stay `` in'' as part of my job. Why do you think I married the director of my plays? He was the only man I ever saw. Anyway, I like staying in and I like this time in my life. Why do I have to defend myself? I was married for 20 years. I'm done.

Honey, what are you doing with this guy? He's old, he's chauvinistic.

What does that mean he owns ten different companies? He ca n't commit, that's what that means. Not that, God forbid, I want him to commit.

I know she'll never see him after this weekend. She ca n't commit either.

He's gon na make it. Do n't worry. He's like a bulldog. He'll make it.

Are you nuts? You go out with a guy who's so old he's having a heart attack!

No, no I'm just. No. I'm Erica Barry. He was having dinner at our house. I just met him this afternoon.

I think some were written before your time. There are some Marin's never even seen.

Do n't get pissy. you say that'cause this, of course, would never happen to you. 1 come out here for peace and quiet and suddenly I'm a character in a Kaufman and Hart play.

Where should I put this? It's an empty water glass. What are the choices?

I have n't written a word. I'm on page twelve and the first eleven pages stink.

Wait wait wait wait. You're leaving, Zoe's leaving, the entourage is leaving. And I'm supposed to stay here with him alone?

Okay, I can handle this. I'm just going to get into a zen' place, play music, cook, write, focus.

Part of my play takes place in Paris so I'm hoping this helps me think. I'm hopin'. How you feeling?

Look, Harry, it's not like in any stretch of the imagination, I think you're all that right for my daughter but I do n't really appreciate hearing you on the phone with other women. It's like I'm an accomplice to you cheating, it's.

Okay, here's the thing. I really do n't want to play the part of the uptight Nurse to your bad boy patient. If you want to have another heart attack, go ahead, it's your life but I have work to do and I do n't have time to make another run to the hospital because you're filling your already clogged arteries with smoke but more importantly, I'd rather not have my house smell like a pool hall.

Want me to shut these, sun comes in pretty strong in the morning.

I like them. I've always liked them. I'm just a turtleneck kinda gal.

What do you mean, not needed? Of course we need her. She's gon na take care of you and feed you and.

I was at the drugstore. Your prescriptions were ready. They said take these two with food and this one without.

So, you're saying, he's not ready to travel at all? Not even by plane? Train?

Well, he fired the Nurse after an hour, now says he does n't need one. He's a bit of a workout. yeah.

Listen, I've decided to get over the whole `` you saw me naked'' thing. So, we do n't have to deal with it anymore. Okay?

Oh, well, I would but. I do n't usually like to break once I've started writing so I probably should n't, not that a little fresh air would hurt but.

Yeah, I understood. I actually looked you up too. You grew up in L.A., which I thought nobody did.

You were the road manager for a group I sorta never heard of, started your own record label at 29, sold it at 45, then started buying and selling boutique companies then invested in a small record company which you turned into the 2nd largest Hip Hop label in the world.

Oh, God, what does that mean? I'm controlling, unadventurous, what?

So can I ask you something Harry? What's with all the young girls? I mean, what's the story there, really?

You just like to travel light? Oh, please, what the hell does that mean?

If that's what you want. a non threatening woman, who wo n't get your number, you get to run the show.

No, he's totally too young for me. But we're just having dinner. It's not a date.

- So, when the land came up, I snatched it and the house was built in record time and.

Thirty - three. - Okay, so, I'm twenty years older than you. More than twenty years older than you.

Thank you but you know, I'm not sure where you were headed with that thing you were just saying, but in terms of us, you just want to be friends, right?

I suppose but, see, I do n't date all that much or all that well.

Now you're kidding, right? No, guys my age, the ones I've met. well, I'm not that regular a person and they really like regular.

This is pretty unusual for me. I'm not used to having sleepovers.

Oh, God, what's the difference what I think. I ca n't imagine what you think of me. Okay, so. Pasta, left over coq au vin, turkey sandwich or grilled cheese.

Sometimes I miss it. At night. But not that much anymore. Was one of us just saying something interesting?

Oh,'cause the phone does n't ring as much at night and the `` alone'' thing happens at night and sleeping by myself took some getting used to. But I got the hang of it. You got ta sleep in the middle of the bed. It's absolutely not healthy to have a side when no one has the other side.

So I ca n't decide if you hate me or if maybe you're the only person who ever got me.

Do n't be silly. You know I never sleep and this one does n't sleep either. It's. What's in the bag?

So, Mar, now that you're here, why do n't you finish the pancakes and I'll get back to work.

I really am gon na do a little work. you two catch up. and just flip these Hin like two seconds.

How ` bout I bring you out some lunch and a couple of blood pressure pills?

Wow. So this is what you're supposed to do on a rainy afternoon.

I really thought I was sorta closed for business. Just never expected this.

People need romance like that. And if someone like me does n't write it, where they gon na get it? Real life?

Mine's in January. So, how ` bout if we still know each other by then we go to Paris for our birthdays.

. I have no idea how to do this. be intimate but not. The color is draining from your face. Okay, look, I'm gon na pee, take one of your blood pressure pills then when I get back, let's not talk anymore.

Let me sleep? Oh, right. you usually send the girls home. but I am home. so. okay.

Hey, it's perfectly. whatever. Good night. This was. This was a great night. For me.

Okay, just stay still, here's the clicker. You know you have a doctor's appointmQnt in an hour.

I'll make us some coffee, get you your pills, whip us up some french toast, I have, the best maple syrup ever.'

And I packed you a sandwich, just in case your blood sugar got low. And some of that iced - tea you like, and a nonfat, low cholesterol cookie. And a peach.

Hey, your heart attack could be the best thing that ever happened to me.

I love you too. if that's what you said. I do n't know if it ends in ` ya' if it's an official I love you but.

Hold on, I'm losing you. Okay, so you'll let Harry know I'll be. in the city tonight and he can reach me on my cell. if he wants. Okay? Aw shit. Hello?

Honey, if he's replacing anyone, it's me. And all the statistics say divorced men almost always remarry. That's just the way they're built.

I've had a big week Dave, forgot how these slip right down. I'm fine. So, Kristen, where'd you go to.

I did n't mean those things, Dave. She did go to medical school.

I will tell you this. Dave has one truly great love in his life.

What? It's not true? The man can not watch TV or read without the hand down the pants - Here's my advice after 21 years I say who cares, they're his balls, let him enjoy'em.

I do n't want my bearings. I've had my bearings my whole fucking life. I felt something with you that. Oh, you do n't want to -

I felt something with you, I did n't know really existed. You know what that's like after a twenty year marriage? To feel something for another person that's so off the charts, that -.

Okay, not your problem. This is why I'm not good in relationships. You know writers are like teachers, those who can - do, those who ca n't - write romantic comedies where THIS does not happen in the third act. and it certainly does not happen to a 55 year old woman. In the play I'll be 36 so it wo n't be as pathetic. I'm just too old to feel crushed.I've written this feeling but I never really got it.

The life I had before I met you. I knew how to do that, could do that forever. Now look at me. what do I do with all this?

What for? I saw your friend you were having dinner with, if that's what you want, it's never going to work with me. Look at me. I'm a middle aged woman, do n't let this brown hair fool you, I do n't have a real brown hair on my head, I'm almost all grey. that would freak you out, would n't it? And I have. high cholesterol and my back hurts every morning and I'm post menopausal and I have osteoperosis and I'm sure arthritis is just around the corner and I know you've seen my vericose veins. Let's face it man, that's not quite the buzz you're lookin' for.

That's what you have to say after all this? You do n't know how to be a boyfriend.

Marin, that theory. how can I put this so your feelings wo n't get hurt. It's just so crazy, it makes me want to SCREAMMMMMMMMMMM!

Listen to me. you can not hide from love for the rest of your life because maybe it wo n't work out and maybe you'll become unglued. That's not a way to live.

No. This was bad. But for the three days it was good, it was electrifying.

I think you must consider the possibility that we are more alike than you realize. I let someone in and I had the time of my life.

I know. And bubbee, I say this from the deepest part of my heart. what the fuck are you waiting `` for?

Julian, I hope you know I'm mortified by my behavior. I was going to get in touch with you, send you a note or something.

I'm embarrassed. I just have n't been myself lately. What can I say?

He's sort of a schmuck who screwed around with our heroine, so it wo n't be too sad.

I just went where the story took me. It's a work of fiction, Harry. Really. just stuff I made up.

Harry, he's not you. He's a version of the truth of you. So to speak.

I do n't know, we're just goofy when it comes to love. Look, Harry, if it's all right with you, I'd like to be friends

I'm friends with my ex - husband, but then again, we did n't just have sex.

Well, doll, I'm doing fine. So you do n't have to work that shift anymore.

You mean we're not bumping into each other? You came here to see me?

That's true, but, Harry, I have n't heard from you in six months.

It's been quite a ride. Funny, I thought maybe I'd hear from you when it opened. Where've you been?

I should have told you he was coming, but I was so engrossed in your story.

Now, if I were writing this, this is where I'd write, ` an awkward moment'.

He said when he saw me with you, he knew I was still in love with you. What do you have to say about that?

No, wait. This is actually a very fascinating dynamic - what's going on at this table.

No, come on, listen, here's the rub for women. Look at what we have here with you and Erica. Harry, you've been around the block a few times, right? You're what? Around 60, never been married, which, we all know, if you were a woman, would be a curse, you'd be an old maid, a spinster, blah, blah, blah. Okay, so instead of pitying you, they write articles about you, celebrate your never marrying, it makes you illusive and ungettable. You're a real catch. Then, take my gorgeous sister here.

Come on, this is interesting. I mean, look at her, she's so accomplished, the most successful woman playwright since who? Lillian Hellman? She's over fifty, divorced and still sits in night after night because the available guys her age want.

- forgive me honey for saying this, but they want girls that look like Marin so the whole over fifty dating scene is geared completely towards men leaving older women out and as a result that makes the older women more and more productive and more and more interesting, which, in turn, makes them even less desirable because as we all know - men, especially older men, are threatened and deathly afraid of interesting and accomplished women. It's just so clear. Single older women, as a demographic, are as fucked a group as can ever exist.

It just seemed so obvious to me. The injustice of it. Thank God men die younger than us. It's the only break we get.

All I can say is, thank God it did n't happen when he was inside you. That could be life altering.

Who cares how old, he is. I mean, he's not my type, he's like a gorgeous wholesome doctor but, he's perfect for you and hot for you, which makes him really perfect.

Marin serves plates of pasta with lobster . Zoe pours wine and Erica tosses a salad . Harry is the only one sitting .Marin places a plate in front of Harry then runs her finger along `` the nape of his neck . They smile at each other as she continues on . Erica notices , tries not to respond .Marin and Zoe stop what they are doing and turn to Erica . She 's hesitant to reveal this .Zoe and Marin laugh .Harry leans back , places his arm around Marin 's chair . Erica takes note .Erica pauses on that one .Erica and Harry 's EYES CONNECT for a millisecond . HEAR THE SOUND OF PLATES CRASHING .

OVER , we Erica is cleaning up the broken plates , Zoe leans down to help .Marin ENTERS carrying more dishes .This is obviously a ritual between them . Erica kisses Marin 's cheek in a flutter of kisses , then Marin EXITS .They HEAR MUSIC coming from Marin 's bedroom .Erica turns on the garbage disposal . Zoe sings along , `` Let 's get it on '' . , Erica shoots her a look , turns off the garbage disposal , doing the dishes with vigor .Then they hear Marin GIGGLING .Marin YELPS .Then they hear Marin SCREAM .Erica covers her ears with her hands . Then they hear Marin SCREAM `` MOOOOOOMMMMMMMMMMMM ! ''

Erica and Zoe bust into the room and find Harry . on the floor , leaning against the bed , a clenched fist on his chest . His shirt is open , he 's sweating , his complexion is grey . Marin stands back , freaked out , afraid to get near him .Marin hesitates .HARRY 'S POV - THE ROOM Spinning . When he shuts his eyes , it goes BLACK . Spinning . BLACK . Spinning . BLACK . He sees Marin , soft in the background , on the phone and Erica coming toward him . He hears Zoe :ON HARRY Even in this state he gets that Erica is about to place her . mouth on his . His eyes WIDEN IN HORROR , he reels back . Erica catches this .She does it anyway . Her - mouth on his , her breath into his lungs , over and over . Harry 's eyes roll back in hi - so head . As . Erica pounds on his chest , we HEAR THE BLARE OF A SIREN . AND A LOUD CLANG As the DOORS to SOUTHAMPTON HOSPITAL FLY OPEN . Paramedics WHEEL Harry through the corridors and into the ER with dizzying speed . Two Nurses jostle Harry OFF the gurney and ONTO A BED . DR. JULIAN MERCER arrives at Harry 's side . Julian is in his early - thirties and has finally just graduated out of the ` you look too young to be a doctor ' syndrome . Julian is a man whose goodness makes him sexy . He wears his hair shaggier than you 'd expect but then again , this is a Johns Hopkins graduate who chose to live near the beach and work nights . The Nurses place oxygen in Harry 's nose , . ; hook him up to a heart monitor and connect him to an IV .The Nurse wheels over an EKG machine , Julian helps hook it up .Harry clenches his fist over his sternum .Erica , Marin and Zoe ARRIVE in the DOORWAY of the ER . Harry eyes them . stalls .The Women grab looks at each other , know they should n't be there . They turn away .CLOSE - HARRY 'S EYES - PANICKED As he watches the NITROGLYCERIN make it 's way DOWN THE TUBE and APPROACH HIS ARM . Just as the amber liquid is about to enter his bloodstream he YANKS the IV out of his arm . The drip is knocked onto the ground . The Women shriek as the Nurses scurry to clean up . Erica and Zoe rush out , Marin hangs back . Harry catches the look on her face .THE HALLWAY Marin paces , smoking . Erica sits . Zoe leans against the wall .Julian rounds the corner of the corridor . Marin rushes toward him , her face begging for good news .His sweet apologetic smile is not lost on Marin . Zoe and Erica join them .Marin pats her Mom on the back .Erica wipes away a tear . Nothing could surprise her more .Julian says Hi to each then returns his attention fully and devotedly to Erica . Takes her in .CLOSE - A JAPANESE TEA POT Julian pours steaming hot tea into 3 paper cups . MARIN - CLOSE Sitting in the hospital corridor as JULIAN 'S HAND ENTERS HER FRAME and hands her a cup of tea . She looks up at him with more adorableness than most men could handle . She blows on the steam .Camera Pans to ZOE . Sitting next to Marin . She is also handed a Cup of Tea . Even she softens as she looks up at Julian .This is all beginning to feel a little like the Step Sisters trying on the Glass Slipper . Until we get to Erica , not paying any attention at all as she is handed her Tea .Zoe nudges Erica as a Nurse enters from the ER .The Women wave and watch him exit . The second he 's gone :Just then , Harry stumbles into the corridor in his Hospital Gown , pretty out of it .Confused , Harry turns around , a little lost , giving the Women a FULL VIEW OF HIS BARE ASS . The Women muffle screams .He faces them .Harry wobbles . Is he going to fall ? Marin freezes , looks to her Mom for help . Erica rushes to Harry .He falls on Erica , totally out of it , his head on her breast , his mouth open .The Nurses rush out and peel Harry off Erica .Harry turns back to the Women , smiling . He likes that idea . LOVES that idea .As he walks away , his bare ass shines like a full moon in a desert sky .CLOSE - A LARGE VASE OF YELLOW ROSES - 36 HOURS LATER A Nurse slides the Roses down the counter of her station .She looks across at a neat as a pin Man in his early forties , Prada suit , crisp white shirt , dark tie . He 's a Gershwin tune of a man . A throwback to a kinder world . This is . LOWELL , Harry 's Houseman/Chef/all around Man Friday .Julian ENTERS the Nurse 's station .Julian EXITS the Nurse 's Station . Lowell , carrying the flowers , follows . He nods to TWO TALL LEGGY MINI SKIRTED ASSISTANT TYPES , KIM and LEXI who follow . Both pack cell phones , note pads , carry balloons , flowers and shopping bags .They arrive at : A PRIVATE ROOM where Harry lies on the bed , dressed and ready to go . He squints as he reads a pamphlet at arms 's distance called , `` Heart Attack - Bouncing Back '' .Harry sits up too fast , lies right back down . Lowell looks like he might cry . The Girls hold back .Harry stands and indulges Lowell in a deep hug . Lowell 's shoulders shake as he sobs .Kim hands Harry a shopping bag full of CDs .Lexi hands Harry another bag . Harry reaches in and pulls out a small leather box , hands it to Julian .They all turn , see Marin at the door . She waves to Harry , more reserved than normal .Everyone EXITS leaving Marin and Harry alone . Harry sits on the bed . Marin joins him . Harry places his hand on her thigh . All she notices is his hospital bracelet .Marin smiles , kisses Harry on the cheek .

He's had 30 minutes of chest pain, nausea, shortness of breath, blood pressure's 170 over 100, pulse 104, respirations 18.

Let's get an EKG. Mr. Langer, I'm Dr. Mercer. Are you in any pain right now?

Hang a nitroglycerine drip. Mr. Langer the EKG shows you have a blocked artery which is not allowing enough oxygen to get to the heart muscle.

We're gon na stop it. But I need to know what kind of medications you take?

Great. Just needed to be sure because I put nitroglycerin into your - drip and if you had taken Viagra, the combo would make your heart leap right out of your body.

Let's start the thrombolytic protocol. `` 4000 units of heparin. Mr. Langer, if this works and I have every reason to believe it will, it's going to reverse what's going on so there will be little or no damage to your heart. You with me?

I'm Dr. Mercer. Mr. Langer did have a mild heart attack. I gave him something to break up the clot in his artery and it worked beautifully.

His EKG returned to normal almost immediately which means I do n't expect any permanent damage. He's very lucky.

No, whoever got him here so fast should be thanked. Another half hour and I do n't know if this would've worked.

We're out of the woods. I've given him something to sleep, it might make him a little loopy at first but then it should knock him out.

First year of medical school you learn what can keep you up all night without making you nuts. Green Tea beats everything plus it's a great antioxidant. Cheers.

Usually two or - three a week, gives me a chance for a real life during the day.

You know, I heard you had a place in the Hamptons. I really am a very big fan. I honestly think I've seen every play you've ever written.

No, I'm pretty sure I've seen them all and I saw the last one twice.

I'll check on MI. Langer. if he's asleep ; you all might want to get some shut eye and come back in the morning. Great to meet you Erica. Ladies.

I must say, you do look good. considering. You have a little extra baggage under your eyes, but I know how to fix that.

Wow. This is. Jesus, this is the most gorgeous watch I've ever seen.

No, I love it and this is incredibly generous of you but I ca n't accept it.

No, I end up seeing you walk out of here and I do get paid you know -

Harry, I'm sorry, but I think we jumped the gun. ca n't let you travel quite yet.

You do n't have to but I ca n't put you in a car right now and I ca n't leave you in the parking lot. I'd like you to stay nearby for a few days and let me keep an eye on you'til you get your strength back.

That could explain why she was walking around naked. Deep breath.

Well, I think she's very beautiful and she's a fantastic writer, you know.

I think Mr. Midnight needs to stay put for another couple of weeks.

It's exercise. It'll be good for you. And just so you know, I'm told after a heart attack, if you can climb a flight of stairs, you can have sex.

Let me just see how Harry's doing. It'll take two seconds. Har, have a seat.

Your pulse is a little fast but maybe you're just excited about something.

You know, they say doctors fall for people who need rescuing, that we have a need to take care of someone.

This may surprise you but some women consider me quite the guy. I've never been married. I'm a doctor. You would n't believe what catnip that is for some women.

I do very much. But I've never met one I've taken to quite like this and when something happens to you that's never happened to you before, do n't you have to at least find out what it is?

There's something radically wrong with the idea that no one loves you.

I've waited a reasonable amount of hours before calling you, even though you've been on my mind since I woke up at 5:15. I'm wondering when we could have dinner again? I have to work the next few nights and if we wait'til next week, I know you'll chicken out so how's Friday? I know it's like a date night but I think that's good.

Okay, buddy, I'm sending you home. These past few days have done wonders for you.

It's very common to become emotional after having an episode like you've had. Everything takes on a new meaning.

I think you can expect just about anything right now. People have done some wild things after having a heart attack. selling businesses, getting divorced, moving. Some people say it saved their lives.

Why not, I put. on the tie and everything. And can you bring me another.

Well, I've just been to every store in the city, this woman is impossible to buy for. But I think I finally found the right gift.

Came in by cab, 15 minutes of chest pain, no nauseau, some shortness of breath, was hospitalized a week ago with a coronary thrombosis.

Harry is wheeled out in a wheelchair , Marin and a Nurse on either side . In the parking lot is a Town Car with Lowell and the Girls standing next to it . Next to them is Erica , waiting by her car . She 's on her cell phone . Harry spots them and tries to get out of the wheel chair before it stops .To prove her wrong , Harry rises quickly . Everyone stands by , ready to help .As soon as Harry spots Erica , he starts to wobble .Everyone grabs for Harry as he FALLS OUT OF FRAME AND THE SCREEN GOES BLACK . CLOSE ON JULIAN taking Harry 's pulse as Harry lies on the ASPHALT OF THE HOSPITAL PARKING LOT . Lowell , the Two Assistants and Marin huddle around . Erica steps back a bit .Marin turns to Erica who very clearly mouths , `` FORGET IT ! ''

The Town Car sits in the driveway , Lexi leans on the hood , talking on her cell . A Market Delivery Van pulls away as a Drugstore Delivery Van pulls in . A Flower Delivery KID holding a large bouquet , knocks at the front door .

Harry sits up in bed wearing silk pajamas , holding an unlit cigar , and is on the phone . Zoe enters , placing the new bouquet on the already flower filled dresser . Lowell lifts a LUNCH TRAY off the bed as Kim stands nearby on the cell phone . Marin packs her bag .Kim hands Harry the cell phone .Kim hands Harry a NOTE that says : YOU HAVE TWO DINNER DATES THIS WEEK , SHOULD I CANCEL AND SEND FLOWERS ? Harry steals a look at Marin , then nods to Kim .

Erica puts away groceries , a little on edge . Her back is to a Man in his fifties , who sits at the island , eating a sandwich . He wears sweats and a baseball cap . His natural expression is - worried . This is DAVE .Lowell ENTERS with the Bed Tray .Erica takes the bed tray as Lowell EXITS .Lexi ENTERS , all 5 ' 10 '' of her . Dave suddenly looks alive . She carries an empty water glass .Erica hands Lexi the Tylenol , she thanks her and EXITS .Before Erica can respond , Marin ENTERS .

This is the best turkey sandwich I ever had in my life. What kind of mustard is this?

So you're not ready to show me any pages? I'm not putting pressure on you, I'm just asking.

No cars are out front . Quiet and peaceful . On the Soundtrack we hear the French tune , I wish You Love sung in French .

Erica cooks , softly singing along in French .Surprised , Erica turns to find Harry leaning in the doorway in his pajamas , robe and slippers . No one 's ever had more gorgeous clothes to sleep in . His presence disarms her .Harry appreciates the thought . Before it has time to become awkward , the Phone RINGS .Erica ca n't stand this . She puts on her glasses and skims her recipe .Harry squints , ca n't see what he 's writing . backs his head away from the pad . Erica hands him her glasses .Harry hangs up and hands the glasses back to Erica .Harry hands her the open wine bottle .

WIDE SHOT - ALMOST NIGHT Erica and Harry sit not so close together at a long table , under a purple sky . Another French Tune plays . If this was n't them , this would look romantic . Nothing is said . Just two people eating . Harry lifts the salt shaker , about to add salt to his chicken .Harry shoots her a look and places the salt shaker back on the table .

A starry sky gives the house a storybook setting . We HEAR THE PHONE RING .

Erica works at a laptop at a cluttered table . The CLOCK tells us it 's a little after ONE A.M. Annoyed by the ringing phone , she points her remote at the CD Player and stops ' the song . Harry answers the phone in his room . A moment of quiet . Erica points her remote , starts the song again , starts typing again . Now the other line RINGS . She looks over at the phone watching one RED LIGHT `` BLINK , while the other line is answered .She throws a piece of paper over the phone so she ca n't see it . She clicks on her AOL ICON and is told : AOL CAN NOT CONNECT . LINE BUSY . She 's pissed . Then , worse , she SMELLS something .

Harry is on the phone , smoking a cigar . His pajama top is unbuttoned , his hair is allover the place . His bed is a mess , laptop open , newspapers spilling onto the floor . Erica stands in the doorway . He quickly hides his cigar .Erica holds out a partially filled water glass for Harry to deposit his cigar in .She waits . She does n't say anything .She shakes the water glass , waiting for the deposit . He drops the cigar in .Erica rolls her eyes as she finishes cleaning up .

Almost TWO . Erica is writing , her eyes go to the phone with the typing paper over it . She LIFTS a corner of the paper , takes a peek . The one lit line GOES OUT . Finally . `` Erica turns off her computer , sits for a second . No one has rattled her cage like this in quite some time . And no , she does n't like it . She stands , starts to undress . ANGLE - THE FLOOR As Erica 's TURTLENECK lands on it . Then her BRA , then her PANTS then her PANTIES . ERICA - NAKED - TIGHT SHOT She crosses through the room on her way to the Bathroom . She passes by her partially open door , happens to look out INTO HARRY - PLANTED RIGHT IN FRONT OF HER Seeing it all . ERICA - SCREAMS and DROPS OUT OF FRAME . HARRY flustered , spins around , loses his balance , crashes into the wall , covers his eyes .Erica SLAMS HER DOOR . Photos on the wall shake .

A very wide MIDDLE AGED NURSE gruffly crosses thru the room toward the Front Door . Just as she opens the door , Erica ENTERS in hat , sunglasses , turtleneck , long skirt . Pretty much no skin is showing whatsoever . She carries a few packages .Erica hardly looks at You Know Who who appears to be fresh out of the shower , wet hair , silk robe , bare chest and legs .Harry hands her a wad of bills like she 's a Maitre 'd . Mrs. Gimble gives Erica a look of pity as she exits . Erica , now alone with Harry , self - consciously adjusts her sunglasses . Harry , on the other hand , slips his hand onto his bare chest , pats it .The Sound of a DOOR SLAM . - Harry flinches .

Harry and Julian sit on the bed . Julian takes Harry 's blood pressure .Julian takes Harry 's pulse .A LOW ANGLE OF A STAIRCASE Which goes from the beach up to Erica 's deck . Harry stands at the bottom of the stairs in his robe , velvet slippers and sunglasses . ' He looks up to the top of the stairs as if it 's Mt. Everest . Bravely , he climbs the first few steps . Not bad . After two more , he 's out of breath . Determined , he holds onto the railing and drags himself up to the next step . Happy with himself , he holds on for dear life and drags himself up one more . and then , he 's so out of breath , he can barely move , yet he reaches up the railing and tries to hike himself up one more .

The tea kettle WHISTLES as Erica and Julian stand on either side of her island . Erica reaches for a tea bag .The Phone RINGS .ANGLE - JULIAN Smitten . Just something about her . Watching her . ANGLE - ERICA Not noticing , pouring water for her tea .Erica sees Julian sliding a slip of paper over to her . Looks over at it . It 's a piece of paper from his prescription pad . On it is written . Have dinner with me tonight ? Erica looks up at him . Stunned . JWe begin to hear strains of another French song .

Erica at her desk , typing . The Music plays from the CD player . As much as she does n't want it to be true , this attention from Julian has fueled her . THE LIVING ROOM - SAME TIME - MUSIC OVER Harry , dressed for the first time , wearing khaki 's and a summer shirt , strolls through the Living Room a bit cautious .ERICA Laughs . Even she knows this is funny . Harry arrives at her open doorway , timidly pokes his head in .Harry ENTERS cautiously and curiously .

Erica and Harry walk by the water 's edge . They are the only two people on the beach .Erica bends down and picks up A FLAT WHITE STONE , then another and another .Erica is stunned that he caught on to that . Harry bends down , picks up a BROWN stone , places it in her palm among the white stones .Erica realizes she ca n't sum this guy up so easily or at all .There he goes again . She ca n't believe he 's cute like this .They 're reached the bottom of the beach stairs . Harry looks up , daunted .Erica checks her watch .Over , we HEAR , DING DONG . THAT NIGHT - THE FRONT DOOR - SWINGS OPEN And we find Julian . Looking just as any girl would hope . Dream Date . AND ON THE OTHER SIDE OF THE DOOR is Harry , in his robe and PJ 's .Julian hands him a take - out food box .Both guys turn at once . She looks beautiful , wearing a dress , probably the sexiest one she owns . No turtleneck tonight . Julian walks to her , kisses her on the cheek .Behind Julian 's back Harry gives Erica the ` OK ' sign .ANGLE - HARRY sitting , self - conscious in his new role - The Sick One . Julian takes his wrist , feels his pulse . Harry looks straight ahead . WHAT HE SEES - ERICA 'S LEGS as she sits right in front of him . She crosses her legs and her dress hikes up a little , exposing her thigh . JULIAN furrows his brow .Harry LOOKS AT ERICA 'S LEGS again .Erica shifts , the hem of her skirt RISING even higher .Erica rises , leaving Harry 's eye - line .Harry winces then rises , looks to Erica as she throws a pashmina over her shoulders in SLOW MOTION . Harry rushes them OUT THE DOOR .On Erica 's shocked expression , the DOOR SLAMS .

Harry lies on the sofa . CAMERA MOVES UP Harry 's body , past the hospital take out carton on his stomach and finally up to his face . As the CAMERA moves we HEAR :He hangs up , dials another number .Harry hangs up then slowly sits up , letting himself feel as funky as he wants .Harry rises dizzily , crosses to the bookshelves . He rummages around , finds ERICA 'S SCRAPBOOK , pulls it out , randomly opens it , finds a photo of Erica in the 70 's , wearing a turtleneck . Harry smiles .

Hi and HI, you've reached Brooke and Shannon. For Brooke push one, for -

Harry wanders in with the scrapbook tucked under his arm . He notices a bowl filled with white beach stones . Harry 's brown stone sits at the top of the pile .CLOSE ON JULIAN Staring at Erica . He ca n't get enough of her . They 're in a ROMANTIC SEASIDE RESTAURANT . And Erica 's blushing for the first time in twenty - five years .Ow . Right to the middle of her shoulder , then her neck . Julian kisses her palm , then her .MEANWHILE , HARRY IS SOUND ASLEEP ON ERICA 'S BED Her scrapbook open against his chest . We HEAR the SOUND OF ACAR pulling up to the house . Harry wakes up . Oh shit . He leaps out of bed , this is the fastest he 's moved in days . A bit disoriented , he straightens the covers , looks around for other evidence then hightails it out of there .

Erica enters , letting out a huge sigh . She 's brought back to reality when she hears the TV in Harry 's room . She heads his way , then changes her mind and stops .

Harry 's in bed , clearly disappointed that she did n't stop in .

Erica , in pj 's and glasses , sits at her laptop , writing . She hears the CHIME of someone INSTANT MESSENGERING HER . It a message from HARRYL37 . It says : What R U doing ? We go BACK AND FORTH between their TWO ROOMS . She answers : Writing . Hi . What R U doing ? He writes : Watching Joan Rivers sell jewelry . Erica laughs when he adds : So was your date a date ? She types : I think so . He types : I told ya . -LRB- then -RRB- You hungry ? Surprised , she types : I just had dinner . He writes : Yeah , but women never eat on dates .She hesitates then types : Actually am a little hungry but , I 'm in my pjs . He writes : Me too . Pajama party ? SHE stares at the screen biting her lip . HE does the same . Erica rises , LOOKS IN THE MIRROR , checks out her boobs in her pajamas . They look so low . She opens a drawer , rifles through it , takes out a bra , takes out a better bra . IN HIS BATHROOM , Harry fixes his hair , tries to make more of it than he has . Erica now wearing a bra under he pajamas , checks out her boobs again . Better . She adjusts the straps . Lifts them higher .

Erica and Harry ENTER FROM OPPOSITE SIDES OF THE ROOM , both in their pajamas .She looks through the fridge .She starts mixing the batter .The moment is broken when they HEAR the FRONT DOOR OPEN and HIGH HEELS APPROACHING .Marin ARRIVES IN THE DOORWAY in a knockout of a dress holding a bag from Zabars . She looks fresh , vibrant , sexy .Erica and Harry have the air of kids caught making out by one of their parents . Harry straightens out his pajamas , smooths down his hair . Erica catches all this .Erica nods to herself . Oh , God , he sends them all flowers . Harry notes Erica 's reaction .Marin 's cell phone RINGS .Erica feeling suddenly frumpy , fixes her hair . Harry watches her . She catches him and shrugs . Marin flips her phone shut and tosses it in her purse .She pours a healthy Vodka into a glass , grabs some ice .Just as harry is about to answer , Marin 's cell RINGS . She picks it up , looks at her caller ID , throws it back in her bag .Marin watches her mother EXIT then looks to Harry , his eyes following her Mom out the door . She 's sees a look on Harry 's face she never remotely saw when he looked at her . At first she 's shocked . He likes my mother ? Then a flash of jealousy . He likes my mother ! ?! Then pure joy - realizing how perfect it is .

Erica , back in a turtleneck , picks peaches out of a basket . Marin ENTERS HER FRAME , baseball cap , sunglasses , picking cherries .

Erica looks out her KITCHEN WINDOW and SEES Marin and Harry TALKING ON THE BEACH . She leans so far to see them , she 's about to lose her balance . The Phone RINGS , she reaches for it and slips right Out Of Frame .

Julian , in his scrubs , walks quickly down a hallway of the ER , on his CELL PHONE .Julian stops short .Erica smiles to herself . ON JULIAN - AS HE LEANS AGAINST A WALL turning off the phone and grabbing his heart

Marin ENTERS through the kitchen door , looking almost a little dazed .Marin EXITS and the PHONE RINGS .Harry and Erica talk while looking at each other through the Kitchen Window .THE BEACH - MUSIC OVER Erica and Harry sit on a blanket on a cloudy day having a picnic lunch . Harry is telling Erica a story and she screams with laughter . BROWN STONES IN THE SAND - MUSIC CONTINUES Erica picks them up as.she walks with Harry by the water 's edge . They talk non - stop . A LITTLE LATER - LIGHTNING STREAKS THE SKY Out of nowhere , a downpour . Erica and Harry gather their picnic things . The blanket starts to fly and Harry grabs it as Erica runs after a plate spinning away in the wind .

Erica and Harry , wet from the rain , quickly shut all the doors and windows . Lightning crackles across the sky and THE LIGHTS IN THE HOUSE GO OUT . A MATCH IS STRUCK and a CANDLE is lit . Then ANOTHER ONE , and ANOTHER ONE . Erica turns and finds Harry just looking at her . Before either of them has time to think , they kiss .Relieyed , Erica kisses him .He kisses her again and again .I have n't used them for kissing in so long . They 've been more like for wearing lipstick and whistling and . He kisses her quiet . Relieved , she finally fully kisses him back . A big gorgeo ~ s kiss .something that works . They both look down at Harry . Hello , Mr. Midnight .She kisses him long and sweet . ERICA 'S BED They 're kissing on it . The rain pelts against the windows as the sun goes down .He tries to kiss her neck but the turtleneck is in the way . He pulls it down , but it 's tight and it 's , difficult to get to her .He tries lifting the shirt from the bottom , it 's awkward , he does n't want to be down there yet . He comes back up when Erica reaches to her night table , slides opens the drawer , takes out a SCISSORS and hands it to him .What a brilliant invitation . He takes the scissors and starts cutting from the bottom , right past her belly , up her torso , between her breasts . The turtleneck falls open from the center . When he reaches her neck , he gently tears at it and it easily rips apart and there she is . He takes her in .She shakes her head , ` no ' . shuts her eyes .They kiss and she reaches down for his pants .He kisses between her breasts , her stomach , heads down and OUT OF FRAME . Erica ca n't quite believe life held this twist for her . Then : ,His head POPS BACK INTO FRAME . What ?HARRY - ' A MINUTE LATER sprawled out on the bed . Erica straddles him and whips the blood pressure cuff on his arm and pumps it hard . Like a warm Jewish Mother of a Dominatrix . He looks up at her , shaking his head .Erica grabs Harry 's glasses , reads the results .THE BLOOD PRESSURE CUFF - IN SLOW MOTION hurdles recklessly into the air .

The rain is coming down in torrents . INSIDE We are CLOSE ON ERICA 'S FACE - UPSIDE DOWN , hanging off the side of the bed . She 's sweaty , flushed , overwhelmed .CAMERA TWIRLS AROUND and we FIND HARRY , sprawled nearby , catching his breath , satisfied , stunned , scared .Erica arrives next to him , also out of breath .Harry smiles . He 's trying to be his debonair self but something 's off . He 's very aware of himself . They lie there quietly for a second when Erica begins to tear up . Harry slowly , nervously turns to her .Flattered , Erica snuggles up close . Harry puts his arm around her . Then , with no warning , his eyes fill with tears .Erica pauses . Oh . That kind of overwhelmed .Good sport Erica gives him a double thumbs up .Harry holds her close .He looks at her wondering if she 's for real . She smiles as she wipes a small tear from the corner of her eye . Then he kisses her . LATER - THEY 'RE HUDDLED UNDER THE COVERS Cozy . Candles light the room . It 's still raining .LATER - THEY 'RE LYING ON A CHAISE in Erica 's room , making out . A Cell Phone RINGS . They both look around for it . Erica reaches for it on her desk .INTERCUT WITH MARIN IN A TAXI IN THE CITY - IT 'S POURINGMarin SCREAMMMMMMMMMMMS . Erica flips the phone shut , looks to Harry , embarassed .Erica buries her face in his chest . LATER Harry and Erica SIT ON STOOLS AT THE KITCHEN ISLAND , drinking wine and eating scrambled eggs right out of the pan . Candles light the room .She kisses him , starts to say , `` I 'm sorry '' when he pulls her back , kisses her again , then looks at her hard , perplexed . CLIMBING BACK UNDER THE COVERSShe gets out of bed .She has no idea how to take that . Decides to accept it .She turns , sees he 's getting out of bed , approaching her .Erica nods . She knows . HARRY FLOPS ONTO HIS BED stares straight up at the ceiling .

Oh, I love this place called Le Balzar, it's just a little bistro on the Left Bank, best roast chicken in the universe.

Erica gets back in her bed . She lies there for a second , securing her armor back in place . She routinely moves to the middle of the bed , neatens out the covers and shuts her eyes . Then a small KNOCK on her open door . She sees Harry in the doorway .Erica hesitates , then moves to one side of the bed and as Harry climbs in next to her we :

Harry spoons with Erica on her side of ` the bed , his arms snuggly around her . The ELECTRICITY POPS BAGK ON and the room is suddenly lit up and one of Erica 's French CDs comes on full blast . Harry opens his eyes . He 's surprised to see he has his arm around her . Erica awakens just as surprised . In the light of day , a definite hint of embarrassment .They turn and finally look at each other . Both look wrinkled , messy haired , a little wiped .Erica smiles , then walks away with the achey walk of a woman who has n't had sex in many a year but has more than made up for it in the last 12 hours . She holds onto the wall as she exits the room , a little bow - legged , like she 's just gotten off a horse . Alone in the hallway , she stops .AN EKG MACHINE Spits out a long tape . TILT UP to Julian at the end of the tape . Harry sits on an examining table in JULIAN 'S OFFICE , buttoning up his shirt .Harry stands , tucks in his shirt , smiling proudly to himself .Julian , suddenly riveted to these words .A real moment between them . Julian decides to take the high road .Julian shakes Harry 's hand . Harry 's eyes TEAR UP .ERICA - TYPING - HER PHONE RINGS She wears a blouse with more buttons unbuttoned than ever in her life . She picks up the phone . HARRY DRIVES ERICA 'S CAR , TOP DOWN .A CROWDED CLUB - SOUTHAMPTON - THAT NIGHT Packed with Young People . In the middle of this twentysomething sun burnt beach crowd , we find , Erica and Harry , the two coolest people in the room , dancing with each other . A LITTLE ` LATER - THE KARAOKE ROOM Harry leads Erica through a crowd listening to a Girl singing Britney Spears ' Oops , I Did It Again . When she finishes the crowd enthusiastically applauds .Harry makes his way TO THE STAGE , hands them his disc . He 's handed a microphone . He looks right at Erica .The Music begins and it is an instrumental version of one of Erica 's French Songs , `` I Wish You Love '' .Harry takes out a sheet of paper and his glasses .Now Harry sings the rest of the song IN FRENCH .And so on . Erica watches knowing something in her life has just that second , forever changed . And as Harry continues singing , we : LOWELL - THE NEXT DAY Packing the Trunk of the Town Car in front of Erica 's house .

Harry tosses his pills in a leather bag . Erica enters doing the worst job she 's ever done of being strong .From behind her back Erica pulls out a Mason Jar filled with all dark beach stones with ONE WHITE STONE in the center .Harry hugs her . Erica awkwardly throws her arms around him and kisses him , then kisses him better . He 's moved by her .Harry expression looks something like he 's in pain . Then .

Lowell drives , rattling on about all the people who have been calling about him . Harry , in the backseat , looks back at the house , until it is finally out of view . Harry then looks inside the bag with the sandwich and finds an Envelope from Erica , pulls it out , does n't open it , places it back in the bag then takes out his cell phone and dials .

The room is empty . Erica rushes in , picks up the phone .MARIN - WALKING IN SOHO on her cell phone , CRYING .INTERCUTAN UPPER EAST SIDE STREET - A LITTLE LATER One of those gorgeous tree lined streets from a Woody Allen movie that makes New York seem quaint . Harry 's Town Car pulls up in front of a GORGEOUS PRISTINE TOWNHOUSE . Harry steps out in shades , holding an unlit cigar . Lowell joins him as the Front Door opens and out pours his Two Leggy Assistants and thumping Hip Hop Music . LOWELL Good to be back ? HARRY Let 's find out .

Camera quickly TRACKS Erica down the front path and to her car . She 's on her cell .

A tearful Marin is changing from jeans and a T - shirt to a proper dress and heels . Erica leans on a table , listening .A KNOCK on the door .Erica pauses , thinks M

Okay. That's it. See that look on your face. That's the gene I did n't get.

Marin , now all pulled together , stands at the podium in front of a packed house . If ' you did n't know , you 'd never guess .ON ERICA in the back of the room , watching with pride and worry . She slips out her cell , checks her messages . Her phone lights up and tells her she has `` 0 '' Voice Mail . A CLOCK ON THE WALL - IT 'S 8:30 We are in ERICA 'S EMPTY KITCHEN in The Hamptons and her phone is RINGING . ANGLE - A CELL PHONE as A Man 's HAND turns it off . We are :

Julian sits at a table , by himself , in a coat and tie , tucking away his phone . The Waiter sympathetically approaches the table .Julian takes a look at the menu , then looks away . TWO DINNER PLATES ARE CARRIED THROUGH THE RESTAURANT and as the CAMERA WIDENS we realize we are : IN A CHIC CAFE IN MANHATTAN - LATER THAT NIGHT Camera takes us to Erica , Marin , Dave and DAVE 'S FIANCE , KRISTEN , a combo of a hot tie and a young professional . Everyone has menus and drinks . A Waiter delivers two new Martinis for Marin and Erica . They both go right for them . Erica drinks too much too fast . DMarin takes out a pack of cigarettes .Erica looks up and sees something that takes her breath away . A COUPLE ZIGZAGGING AROUND TABLES and headed in her direction . A sexy Young Thing followed by her date - no other than Harry . Harry stops to shake someone 's hand , holds his date around the waist . Suddenly , the SOUND DROPS OUT of the restaurant as Harry and his Date walk right by Erica 's table in SLOW MOTION , not noticing her . MOVING IN ON ERICA as the room comes alive again . Her eyes follow Harry as he is seated only one table away , his back to Erica , his Date facing her . Marin has n't seen him . Erica tries her hardest to act normal but apparently is n't .Erica looks at her menu then her eyes go right back to Harry . His Date is laughing at something Harry is saying . Harry leans in to her , whispers something to her . She touches his hand .Erica rises ; grabs her purse , almost bumps into a Waiter as she passes Harry 's table , knocks into someone 's chair , a glass breaks . Everyone turns to her , including Harry . She now stands right at his table . He smiles up at her .

Erica rushes out . She 's a little high and her heart is pounding . She heads down the street .She picks up her pace , starts running . Her cell phone RINGS .Intercut Harry and Erica on their cells , a block apart .She considers it .Erica reaches a corner , ca n't get across , turns the corner . Harry ARRIVES NEXT TO HER .Harry swoons and not in a good way .A TAXI pulls up .Erica opens the back door of the Taxi .Erica turns . This is his chance .They 're both out of words .She nods . He does n't give . She ducks into the CAB and it PULLS AWAY . Harry stands on the street , watching her go .He grabs his heart .HARRY - ON A GURNEY wheeled through the Emergency Room of Beth Israel Hospital . This is not the Hamptons . This place is crawling with patients . Harry 's delivered to a Latina Doctor in her thirties , DR. MARTINEZ . As he 's taken off the gurney , he 's immediately hooked up to a heart monitor , given oxygen and an IV .

You have been through this before. Give him 5 mgs of Metoprolol. You h ~ ving chest pain right now?

Based on what I see so far, your heart is not in distress but I'm gon na do a rapid enzyme test to be sure. What were you doing at the onset of the pain?

All right, well you're battin' a thousand here. Your enzymes look perfect, your EKG is normal and the pain does n't sound like the kind of pain we worry about. I think what you experienced was normal chest pain associated with stress.

And incase you have n't heard, that can give you a heart attack. Mr. Langer, I donlt know what you're up to gallivanting out and about at this hour, but if you were my Dad, I'd make sure you were home, in bed, recuperating.

Mr. Langer, your diagnosis although fascinating, was entirely incorrect.

Your realize a severe anxiety attack can masquerade as a heart attack.

If you do n't want, to end up in here every week, I suggest you do whatever it takes to decompress. Try something with me, okay?

Close your eyes. now give yourself a visual image of something that gives you a feeling of peace and serenity.

Harry slowly climbs up the gorgeous staircase of his Townhouse . Exhausted , he stops half way up , sits on a step , takes out his cell .He pulls his glasses out of his pocket , puts them on to dial . Something feels odd , he takes off his glasses , looks at them , they 're not his - they 're Erica 's . He puts them back on and dials .He realizes he does n't know what to say , hangs up , then looks at her glasses .BLACK SCREEN A LIGHT POPS ON and Erica ENTERS HER BEDROOM , crying . She flops down on her bed , picks up her phone , grabs her glasses , puts them on , does n't realize they 're Harry 's . She dials . Voice Mail tells her she has One Message . She sits up , excited .Erica hangs up , starts crying again . She takes off her glasses to wipe her eyes when she realizes she 's holding Harry 's glasses . Just the sight of them makes her burst into tears , the kind of tears that have been thirty years in the making . ERICA 'S COMPUTER KEYBOARD - NIGHT A tear lands on it . Erica , back in a turtleneck and wearing Harry 's glasses , starts writing at a breakneck pace , all the while , tears flood her eyes . MORNING - WAVES BREAKING ON THE SHORE ERICA wakes up . As soon as her eyes open , she bursts into tears . While in the SHOWER , the crying never stops . While she EATS BREAKFAST , a downpour . Running ON THE BEACH , she 's wailing . Back at the `` COMPUTER , she 's sobbing as her hands fly over the keys . An actual boo hoo can be heard . At NIGHT , laptop in bed , Erica writes , eating a bagel , wearing Harry 's glasses and a pair of wrinkled pajamas , FRENCH MUSIC plays in the BG . At this point , she does n't eVen '' pay attention to her tears , just wipes and types when out of nowhere she receives an INSTANT MESSAGE from HARRY . He writes : Do I hear French Music ? Shocked , she sits up , tries to fix her hair .

Erica, Hi, it's Julian. It's about 8:20, I'm in the restaurant. just Wondering if you're.

Harry sits up in bed , staring at his laptop , wearing Erica 's glasses , a pair of pajamas and a three day growth . A thermometer is propped in his mouth . He writes : R U there ? She answers : Yes . Hello . He writes : How are ya ? She writes : Great . as , she wipes her tears on her sleeve . He writes : How 's the writing going ? She answers : Pouring out of me now . Go figure . He types : I miss y . He stops , thinks before sending . Erica waits on her side . Nothing , is coming over . Then , on his side , he receives : Actually just running out . Take care . Harry deletes the I miss y . and instead writes : U 2 . Erica slides down in her bed , wiped .

Harry takes out his thermometer . Feels lost . Looks at the clock . It 's 10:00 p.m.

Lowell lies in bed in pj 's , WATCHING TV , smoking . Harry arrives at his doorway in his pajamas . Lowell puts out his cigarette , fans the smoke .CLOSE - LUCY AND ETHEL ON TV REVERSE - HARRY AND LOWELL lying on top of the covers in Lowell 's room , both eating bowls of pasta , watching TV .Harry nods off and Lowell TURNS OUT THE LIGHT .

Erica and Zoe are taking a walk . Erica , still crying , picks up a brown stone , explains its meaning to Zoe . Zoe holds the stone , makes an ` awwww ' face.Erica nods , then Zoe tosses the stone in the ocean , fed up with hearing about him already . Then , Zoe stops Erica , points to something . MARIN AND HER NEW BOYFRIEND frolicking on the beach . He 's a YOUNG HUNK in a tank top , shorts , highlighted hair . Erica rolls her eyes .

Marin rushes down the stairs . Erica sits near the bottom of the stairs , watching the sunset .Erica turns , wiping tears .Marin 's eyes fill up .

A PARTY is in progress . It 's loud . The place is crawling with characters from the Hip Hop world . Harry winds his way down his crowded STAIRCASE , Girls grabbing at him as he passes by . As hard as he tries , he ca n't quite bring to life the guy he knew how to be .Harry makes his way down the stairs , through the crowded entry and OUT THE FRONT DOOR . OUTSIDE , Harry steps into the QUIET STREET , looks up at his house and the party inside .

Zoe is picking corn , when she notices Julian across the way . He glances up , looks right past her , obviously does n't remember her , keeps on shopping . Zoe thinks for a see , wondering how she can get his attention when he looks right back at her , his face full of hope .

Erica sets the table for two . Zoe pokes her head in the door .Zoe fully opens the door revealing Julian holding a bouquet of fresh cut flowers .

Candlelit . Zoe , Erica and Julian share a bottle of wine and a home cooked meal . The CAMERA does a 360 around the table , their faces saying it all . The Women bask in Julian 's warmth as he entertains them with stories . Zoe looks from Julian to Erica , relieved to see her sister smiling again .

Erica places coffee cups in the sink . Julian is next to her , leaning against the counter , holding a glass of wine .Julian nods .Erica hesitates then gives him a peck of a kiss .Erica nods as Julian takes her in his arms and gives her a kiss that does n't quit .Erica very distinctly begins to hear the BEATING of her own heart . ERICA 'S COMPUTER SCREEN - ANOTHER NIGHT On it is written : The lights on the Eiffel Tower dim to black as the music continues to play . Erica sits back , still wearing Harry 's glasses . Finished at last . She notices an empty Kleenex box on her desk . She tosses it in a hook shot across the room and it lands right in the trash can .

Julian sits on the sofa , shoes off , reading the first half of the play . A fire burns in the fireplace . Erica approaches the back of the sofa , holding the rest of the pages .Erica leans oyer the sofa , reading over his shoulder .Erica gives him a small kiss of appreciation .She leans into him and he kisses her fully and sweetly . She holds onto the sofa for support . A PRETTY GIRL - WHO LOOKS A LOT LIKE MARIN eating lunch in Orso 's , talking non - stop .REVERSE ON HARRY choking on his lunch .

I'm totally excited about this audition. It's such a great part. It's supporting but she's a really funny character. There's this totally hilarious scene where she's dating this like chauvinist older guy and just as they're about to do it, the guy moans and she thinks he's just really into her, right? Except he's having a heart attack and she's like creeped out and her mother, who basically despises the guy, rushes in, gives him CPR and saves his life.

Auditions are in progress . On stage , AN ACTRESS reads for the part of `` The Sister '' .ON ERICA 'S PROFILE in the audience . She sits in a row by herself , listening . Harry ENTERS HER FRAME , sitting directly behind her .Erica freezes , horrified . Turns , sees him .BACKSTAGE Erica and Harry stand in front of a BACKDROP OF THE BEACH .Erica nods , horrified .We now HEAR Louis Armstrong 's La Vie En Rose play throughout the theater . The BEACH backing is ` raised and an EIFFEL TOWER BACKING is lowered behind them . They both try to ignore the music , but it 's impossible .As they stand in front of the Eiffel Tower backing , FAKE SNOW FALLS from above .Again , The Stage Manager .Harry and Erica TURN and SEE a CHORUS LINE of BALDING 60 YEAR OLD MEN IN HOSPITAL GOWNS AND SOCKS .

Look, we're four sophisticated people. Why ca n't we all stay for the weekend?

Erica, we're ready to do the hospital, ` Do You Take Viagra scene. Should we wait for you?

Sorry to interrupt again but Dave wants to know, when Henry says, `` I love ya'', you want that to be ` Ya', not ` You', right?

Erica, they want you to take a look at the costumes for the dancing Henry's. These gon na work for you?

Harry FLIES OUT the Stage Door , right into the street , is almost hit by a motorcycle , does n't seem to care .

Harry walks briskly through the park , still pissed , his pace starting to get to him . He spots a bench with a WOMAN JOGGER at one end . He parks himself at the other end of the bench , out of breath . Tries H reason with himself .Surprised , Harry turns , glances over at the Woman . She drinks from a water bottle then offers him an easy warm smile . She 's adorable , mid - sixties , short grey hair .Harry now fully turns in her direction , totally clueless .He looks at her hard but still does n't remember her .OVER Harry 's face , we HEAR the SOUND of a SIREN BLARING .

You dated me and you broke my heart but after you I met the right guy. I've been married thirty - seven years, have four kids, eight grandkids and a ninth on the way.

Well, let's see, after we stopped going out, I went back to school, got my doctorate in marine biology, went around the world a few times, met the man of my dreams at Oxford, married him, we lived in London for 25 years. I wrote and taught, we raised 3 sons and a daughter. I've just finished my ninth book and now I'm training for my first marathon. Now, I must confess, I actually remember the very last thing you ever said to me.

You walked me to my door, I was tearful and you looked at me with those puppy dog eyes and said, `` Honey, I just do n't know how to be a boyfriend.'' Now, tell me, what have you been up to since 1964?

Harry is wheeled through the ER with the gurney . Dr. Martinez runs along with the gurney .CLOSE - THE PAPER TAPE FROM HARRY 'S EKG Dr. Martinez reads it .We hear the SOUND OF LAPPING WATER , SEA GULLS .And as Harry keeps listing things , Camera MOVES IN ON HIM as the STEEL BAND gets LOUDER AND LOUDER . THE WORDS .FALLING SNOW FILLS THE FRAME Boom down to see the THEATER MARQUEE of Erica 's play on Broadway . On the Marquee are raves from critics , '' **** '' , and a banner that brags , `` Sold Out ! '' . CAMERA CONTINUES DOWN to street level . Couples walk by , bundled up against the cold . Harry ENTERS FRAME . He looks different . He has a beard and has lost some weight : And in his eyes , a calm we have n't seen before . He pauses in front of the theater - loo ~ s at the PUBLICITY PHOTOS . He SEES Henry in his boxer shorts at the refrigerator meeting `` Emily '' and her Sister . He sees ANOTHER PHOTO of The Dancing Henrys kicking up their legs like Rockettes . Then , finally , A PHOTO of Henry and Emily in bed , both wearing glasses . Harry OPENS THE DOOR TO THE THEATER , steps inside and listens , hearing Louis Armstrong 's La Vie En Rose , then , the audience breaks out in LAUGHTER . Harry smiles to himself .

The elevator opens . Harry steps out , looks around for an apartment number , finds it , rings the bell and clears his throat . The door quickly OPENS and we see MARIN . She looks relaxed and happy to see him .A Solid Citizen of a Guy joins Marin , loosened tie , glasses .Marin is stumped by this little visit . Harry heads toward the elevator , pushes the button , then turns back .Learning Italian , remodeling her apartment in the city .The Elevator arrives . Harry salutes his goodbye and steps INSIDE THE ELEVATOR . He turns , FACES CAMERA .ANOTHER ELEVATOR.OPENS And a clean shaven , dapper looking Harry steps off , cashmere coat , gorgeous scarf . CAMERA FOLLOWS HIM out of the elevator and through a BEAUTIFUL LOBBY OF A HOTEL then right onto THE STREET . CAMERA does a 360 and we catch glimpses of PARIS AT NIGHT . CAMERA SETTLES ON HARRY just as the LIGHTS OF THE EIFFEL TOWER POP ON , sending a flood of golden lights high into the night sky directly behind him .

He basically dies at the end of the second act, but it's very funny.

Erica sits alone at a table in the back of the room , drinking a glass of wine . She looks vibrant . She glances up from her drink and sees what looks like Harry making his way around the tables . She leans to the side for a better look , to make sure it 's him . It is him and he 's corning right toward her . Her stomach sinks , her mind races . and before she can come up with a single thought that makes any sense - there he is .Harry takes off his coat and scarf , hangs them on a hook .Neither is sure where to go . Cheek ? Lips ? He lands on her chin . Not what he wanted , but he takes a seat across from her . She looks at him - utterly speechless .

Harry lies on a chaise under a palm tree , drink in hand , Hawaiian shirt , shades . A steel drum plays in the distance .Harry sits straight up into CAMERA . BLACK SCREEN A LIGHT POPS ON and we realize we are in HARRY 'S CLOSET .Harry ENTERS THE CLOSET , reaches onto a top shelf , and starts pulling down dozens of what used be called , `` Little Black Books '' .He blows dust off of the books . BACK IN PARISFLASHBACK - HARRY 'S PILGRIMAGE Harry STANDS at one FRONT DOOR after the NEXT , EACH ONE SLAMMING IN HIS FACE .Then , we see WOMEN of various ages SLAP HIM ACROSS THE FACE .Harry reels backwards from one Hefty Mama .A Woman In Her Fifties , purposively walks down a SMALL TOWN MAIN STREET carrying groceries . Harry , at her side , keeps talking at her , even though she picks up her pace and ignores him .In a HOSPITAL ROOM , an Older Woman on life support , scrawls out a note and shows it to Harry who sits in a chair by herside . A Priest stands in the background . The note says , `` As I remember it , you were wildly insensitive '' . Harry lowers his head in shame . She places another note in front of him . It says , `` I forgive you . '' Relieved , he smiles . Then , one last note : `` Now , scram . ''In an Upper West Side COFFEE SHOP , Harry pas coffee with a Woman in her Mid Forties . She talks his ear off . Harry can ' t deal with it . He looks away ~ The woman places her hand on his chin and pulls him right back to her and keeps talking at him .Harry WALKS down THE STREET with a ANOTHER WOMAN in her Thirties , who carries a cello . She never shuts up .At the corner , the Woman hugs Harry goodbye .CLOSE - DIANE SAWYER On the set of GOOD MORNING AMERICA . She glances out the STUDIO WINDOW and sees Harry ON THE STREET among the folks holding signs . He HOLDS A SIGN that says , `` DIANE , YOU WERE RIGHT . I WAS ENTIRELY WRONG . I ` M SORRY . '' She looks him straight in the eye and gives ` him the finger . HARRY - FULLY DRESSED - LYING ON HIS BED - TOP SHOT

A HAND lands on his shoulder and he HEARS :Harry looks up and sees handsome young Julian in a beret . Harry looks to Erica , instantly deflated .Harry stands . The two Men hug , then Julian squeezes in next to Erica . Harry slowly takes his seat across from them .He puts what can only be a RING BOX on the table between Erica and Harry .He kisses her . Harry watches , dying .Harry rises , reaches for his coat .THE WAITER POURING THE END OF A WINE BOTTLE Everyone at the table is laughing , mid - meal . Julian is doing the talking as well as laughing . Harry laughs along , trying to be an approving part of their romance but he 's totally faking it . THREE GLASSES OF BRANDY ARE SERVED - A LITTLE LATERErica lights a cigarette .Julian puts his arm around her , pulls her close .The Guys exchange looks .Erica laughs .The Waiter drops the check on the table . Harry takes it .They each take out EACH OTHER 'S GLASSES and put them on . Erica points to Harry wearing her glasses and laughs .Harry hands Erica her glasses . She hesitates . He snaps , gesturing for his to be turned over . She hands them to him . Julian watches all this , sobered by their chemistry .

Camera finds the three of them sitting at a small table . The place is dark , loud , crowded and young . They 're all drinking champagne . The air is strained .Harry gestures for Julian to have the first dance . Julian takes Erica 's hand and leads her to the dance floor . Harry watches them slip through the crowd . Erica turns back , Harry waves . Julian takes Erica in his arms , it 's clear she 's comfortable in his embrace . None of . this is lost on Harry and as he watches , the smile on his face more than fades , it evaporates and everything inside him begins to hurt . ANGLE - THE DANCE FLOOR Erica and Julian - they 're sexy together . ANGLE - THE TABLE Harry is gone .

Harry , with his collar turned up against the cold , walks past the glass pyramid in front of The Louvre .

Harry walks over the bridge , the beauty surrounding him just making it all worse . He stops , looks out at the Seine . He hears a classic French song in the distance , then sees a small barge , playing the music , pass beneath him . Without warning , a tear falls from his eye .He stops , looks at the mighty city surrounding him . Beauty 's not supposed to hurt . Another tear .He wipes his eyes on his coat sleeve as SNOW begins to fall .Harry turns and sees Erica standing by a Cab with its motor running , snow falling on her hair and coat .The Barge drifts back under the bridge , La Vie En Rose piping out of it 's tinny speakers .She comes close and he pulls her in , kissing her great . And as they separate , he smiles , relieved .

The same restaurant from the first scene of the film - One Year Later . Harry ENTERS FRAME , just like he did before .The Maitre 'D snaps to attention and leads Harry , Erica , Marin , holding her Baby Girl , and her husband Danny through the crowded restaurant . The Baby fusses and reaches out to Harry who takes her in his arms and proudly parades her through this swanky crowd to a round table in the center of the room . Harry beams at the prize in his arms as he sits with his family for a Sunday dinner .

`` I now predict that I was wrong . '' STEPHEN HAWKINGRUN OPENING TITLES OVER :TWO BESPECTACLED EYES . Blinking . Alert . Male . Middle-aged . Reflected in his shiny GLASSES - a WOMAN , middle-aged , ( JANE HAWKING ) removing the glasses from his nose .CUT TO :The MAN 's POV , as - - his vision goes from FOCUSED to BLURRY as the GLASSES are removed . - his BLURRY POV of the WOMAN 's hands POLISHING his glasses with a cloth . - his BLURRY POV then shifts ( as she steps aside ) onto a SMALL PERSON in the distance jumping up and down . - his BLURRY POV of the GLASSES then being replaced on his nose , and - - with this , his VISION comes abruptly into FOCUS , and the SMALL PERSON is revealed to be -- a BOY ( 10 ) playing HOPSCOTCH in the RED-CARPETED CORRIDOR . - Beyond the BOY , TWO RED-COATED EQUERRIES begin ( unceremoniously ) to prepare the HALLWAY for a ceremony . They lay out potted-plants and drape velvet ropes . One blows his nose . TIGHT ON : The eyes behind the glasses watching , his eyes finally looking downward ... as we hear a metallic CLICKING sound - `` CLICK , CLICK , CLICK ... '' - ANGLE ON : HIS HAND , which is clicking a CLICKER-PLATE ... - then on a COMPUTER MONITOR ( mounted to the CHAIR ) , words form out of a streaming alphabet with each 'CLICK ' . The man is at work , selecting LETTERS , then WHOLE WORDS from a MENU ... making sentences by these means . - OTHER PARTIAL VIEWS ( ECUs ) of this MAN in his WHEELCHAIR . We see ... a TUFT of BROWN HAIR ... his HAND on chair arm-rest ... his FEET on a wheelchair 's foot-rests ... JANE 's HANDS arrange the BROWN HAIR ... adjust his THIN ARMS ... but never do we see the full man , as - - the TWO EQUERRIES open TWO LARGE ORNATE DOORS and motion the PARTY forward . TIGHT ON : the MAN 's HAND , pushing a TOGGLE-STICK CONTROLLER , putting the CHAIR in motion , to the sound of a small electric motor . END OPENING TITLES - TIGHT ON : The WHEELS of the WHEELCHAIR , turning ...MATCH CUT TO :

... the FRONT WHEEL of STEPHEN 's BICYCLE , SPINNING VERY VERY FAST ... STEPHEN HAWKING ( in his early 20s ) and his friend , BRIAN ( same age ) , race each other recklessly through the NARROW , WINDING LANES . It looks VERY DANGEROUS . They are neck and neck . And they are loving it . STEPHEN HAWKING , his face almost entirely covered with spectacles and floppy hair , slight of frame , a velvet jacket and velvet bow tie , eccentric-looking . STEPHEN is a fun- loving , playful , active , young student . BRIAN , STEPHEN 's best friend . More interested in life than studies , as we shall see .

STEPHEN and BRIAN arrive at the party , dismount at speed and , running to a walk , crash their BIKES into a HEDGE . BRIAN wins the race , raises arms aloft as - they enter the PARTY . We follow them in ... ( CONTINUOUS SHOT )

... STEPHEN and BRIAN enter , and the CAMERA finally follows them into the main room of the PARTY . STEPHEN and BRIAN come to a halt in the doorway as they OBSERVE - - a CROWDED ROOM engaged in lively bubbly conversation . In the background suitably elegant music plays .STEPHEN and BRIAN make their way through the GUESTS , looking for the BAR . BRIAN eyes the PRETTY GIRLS he passes ...They reach the PUNCH-BOWL . BRIAN tastes the PUNCH with his finger , and UNIMPRESSED , fills TWO GLASSES .CUT TO :A YOUNG WOMAN , JANE WILDE , ( 18 ) arrives at the door with her friend DIANA . DIANA is unimpressed by the party . JANE , shy , has her hair up in a fashionable bouffant roll . DIANA is more vivacious , and touches up her lipstick .JANE nods , as DIANA goes over to GREET the boy and then walk off together with him into the crowd . ANGLE ON : JANE , marooned .CUT TO :At the PUNCH-BOWL , drinking punch .ANGLE ON : STEPHEN 's POV of JANE , standing across the room , now holding a WINE-GLASS .BRIAN holds out a FULL PUNCH GLASS for STEPHEN but STEPHEN still has his eye on JANE . BRIAN follows STEPHEN 's GAZE as - - STEPHEN and JANE 's eyes meet . They hold this look , until she shyly looks away . BRIAN has observed this exchange .STEPHEN contemplates this , as we -CUT TO :DIANA changes the RECORD - to BOP JAZZ . GUESTS immediately take the DANCE-FLOOR and start DANCING . DIANA returns to JANE .DIANA goes over to DAVID , but JANE stays where she is .CUT TO :BRIAN walks off to talk to another GIRL , while - - STEPHEN , left alone , decides to slowly approach JANE . JANE has hardly touched her wine . STEPHEN has a beer . They look around the room together , and then -More silence . They look elsewhere .JANE is not sure whether to take offence .STEPHEN smiles .CUT TO :The NEEDLE on the RECORD PLAYER now drops onto a ROLLING STONES record - `` TIME IS ON OUR SIDE '' Few people remain at the party now . The tables are empty - the food is gone . The punch bowl is drained dry . DIANA is still talking to DAVID , laughing . ANGLE ON : JANE , now listening intently to STEPHEN .JANE laughs . STEPHEN grins - it 's a GREAT GRIN , as - - DIANA approaches .DAVID and DAVID 's HANDSOME FRIEND wait by the door . JANE barely has time to speak before she is dragged away by DIANA .STEPHEN stands there , forlorn . But then JANE returns , stuffs something in his hand , and then runs away . It 's a NAPKIN . On it - a PHONE NUMBER . He stares at it , delighted , so much so that he taps one foot .

I'm sure the secret of the universe has something to do with sex. There you go -- why do n't you do your doctorate on that? The physics of love.

You'd better decide on your subject. I'm serious -- they'll boot you out.

Scientists! Do n't worry. We do n't have to stay long. Looks mortifyingly dull.

Well, it's a back-up plan -- in your case not a bad idea. Did they accept you?

Unfortunately, that I'll never know. Morning of their exam, I...

- slept in. Well, thank Christ, the world has lost a promising pay- clerk.

Actually -- I think she's -- yes -- Basil's sister. Wilde -- Jane Wilde.

A single unifying equation that explains everything in the universe.

My finals papers were such a shambles the examiners called me in for a'Viva' and I told them -

A mildly terrifying face-to-face thingy. An interrogation. So I told them that if they gave me a 2nd class degree I'd stay with them and do my research at Oxford, but if they gave me the 1st I needed to get into Cambridge, then they'd never have to see me again.

This party is officially deceased! Come on -- I've fixed you up a ride home.

Afternoon, Stephen. Where are they? Where are you hiding them? Your answers.

Stephen, are you aware you have voluntarily embarked on a PHD in physics at one of the most prestigious colleges in England?

Oh, good. Thought maybe you'd slept through the induction or something.

Hey -- it's the closest I'll get to a unifying theory, leave me alone.

`` Welcome -- to this week's episode of The Natural World, where we explain the extraordinary hibernation patterns of the rare Cambridge Physicist -- seen here in his wonderful plumage...''

Motor what? Sorry, I'm lagging behind in my pioneering work on rare automotive and baseball diseases. Come on, let's go to the pub.

What? I -- I do n't understand. It's not possible! It's ridiculous!

What's astonishing is that for Stephen and I, `` work'' was the worst four-letter word, the worst.

Stephen probably averaged, what was it? -- an hour a day your entire university career?

No, no! What he's saying is -- just as a hot body loses heat -- right? -

So, tell me, this Motor Neuron Disease, does it effect, y'know...

Full, give me twenty - One, drive! - Two, drive! - Three, big legs! - Four, press! - Five, boom! - Hook, send! - Catch, big send! - Hold at 32! - Big legs, Brian! - Big legs!

I have a problem with the whole Celestial Dictator premise. What are you doing for lunch? Ma makes a cracking roast.

A physicist ca n't allow his calculations to be muddled by a belief in a supernatural creator.

Oh, no, no. Happy to observe the phenomenon -- but I ca n't possibly imagine participating.

Do you see how the men's cuffs and shirt-fronts, how they glow more than the dresses?

The fluorescence in the washing powder is caught by the UV light.

When stars are born and when they die, they emit UV radiation. So if we could see the night sky in ultraviolet light, almost all the stars would disappear -- and all we'd see would be these spectacular births and deaths. And I reckon -- it would look a little -

Space and Time finally got together. People always thought they were too dissimilar, could n't possibly work out. But then along comes Einstein, the ultimate match- maker, and decided that space and time, not only had a future, but had been married all along.

I wonder what would happen -- if -- I wonder what would happen --

If you applied Penrose's theory about black holes to -- the entire universe?

If -- if -- so -- If -- Einstein is right, if -- general relativity is correct, then the universe is expanding, yes? -

- which means - that -- if you reverse time, the universe would get smaller and smaller. So what if -- if I reverse the process all the way to see what happened at the beginning of Time itself? The universe, smaller and smaller, denser and denser, hotter and hotter as we approach its birth. Wind back the clock...

Well keep winding! You've got quite a way to go. Keep winding, Jane! Keep winding... back to the beginning of Time... Keep winding...

Keep going? You mean go further back, Professor? Before the universe began?

No. Motor neuron disease. Lou Gehrig's Disease. He was a baseball player.

John is having an affair with Martha. But Martha is in love with Alan. And I think Alan is homosexual by the look of his shirts. I'm trying to work out the mathematical probability of happiness.

I believe you poetry under- graduate types call it...'' a slough of despond.''

That's what I want. I have n't got time for you. So - if you care about me at all - go.

Prove it. Prove... with a single equation, that Time has a beginning. Would n't that be nice Professor? One single elegant equation to explain everything?

... allowing us to predict that some particles can in fact escape a black hole. Black holes are n't black at all, but glow with heat radiation.

In other words -- the steady emission of heat energy causes black holes to slowly lose mass, they evaporate, eventually disappearing in a spectacular explosion. So...

First a star vanishes into a black hole, but then the black hole must itself -- vanish.

I understand you need more help. And if there is - someone - who is prepared to offer it - I wo n't object, as long - as long as you continue to love me.

strong American accent ) My -- name -- is -- Stee -- ven -- Hawking.

Some day these answers may seem as obvious to us as the earth orbiting the sun, or perhaps as ridiculous as a tower of tortoises.

So I said - I have long been looking for a model of the universe. I finally found her.

E-laine has offered to travel with me to A-merica. She will look after me.

I can not sign copies of my book -- but if you like -- I could drive over it.

There are some things I can not do. But. They are mostly the things I do n't particularly want to do anyway.

I was stopped recently by a tourist in Cambridge who asked if I was'the real Stephen Hawking.' I replied that I was not, and said the real one was -- much better looking.

I have experimental evidence that Time Travel is not possible. I gave a party for Time-Travellers but no- one came.

It is clear that we are just an advanced breed of monkeys on a minor planet orbiting around a very average star in the outer suburb of one among a hundred billion galaxies...

... but -- ever since the dawn of civilisation, people have craved for an understanding of the underlying order of the world. There ought to be something very special about the boundary conditions of the universe - and what can be more special than that there is no boundary? And there should be no boundary to human endeavour. We are all different. There is no such thing as a standard or run of the mill human being -- but we share the same human spirit. However bad life may seem, there is always something you can do, and succeed at. While there's life, there is hope.

Arts. Languages, poetry. I'm thinking of doing a PhD eventually.

`` Seek then/ No learning/ from Starry Men! / Who follow with Optic Glass/ The Whirling Ways of Stars that Pass.''

`` In the beginning was the heaven and the earth, and the earth was without form, and darkness -- darkness was upon the face of the deep.''

If you do n't get up and play a game with me I wo n't come back here again. Ever.

I know -- I know what you all think. That I do n't look a terribly strong person. But I love him. And he loves me. We're going to fight this illness -- all of us.

Get in the car! Get! In! The Car! Come on! Let's go see Gran and Grandad!

I need help. I keep -- I keep looking for a way -- to make this work -- but I ca n't find it.

It's an electric wheelchair. We can take it back -- if you do n't like it.

Mum -- I think that is possibly the most English thing anyone has ever said.

My sleep grows ever quieter only my grief, like a veil, lies trembling over me. I often hear you in my dreams calling outside my door... ( etc )

Stephen's done a U-turn. The big new idea is that the universe has no boundaries at all. No boundaries, no beginning. No BEGINNING -

Stephen is looking for a single law that governs all the forces in the universe. So God must die.

They do n't remotely play by the same rules. Peas are chaotic, and do n't behave predictably at all - With her'pea' fork she stirs some more peas on her plate - creates'chaos'.

If the world were all potatoes, easy -- you could trace a precise beginning, as Stephen once did, a moment of Creation. Hallelujah, God lives.

But if you want to incorporate peas into the menu, which Stephen now wants to do, then it all goes -

Einstein hated peas, Quantum Theory. `` God does n't play dice with the universe'', he said.

There is no way that Timothy could have any other father than Stephen. None. And for the record -- I will never leave Stephen.

And please please remember, 5 milligrams of Riluzole before and after the flight.

Stephen must live! You have to bring him round from the anaesthetic!

There's no question. Stephen must live. I will see he gets everything he needs. I will have him transferred back to Cambridge.

Drive -- safely, yes? Did you get everything in the car? His chair, equipment...

This is a Spelling Board. First, you tell me what letter you want by blinking when I say the colour of the group that contains that letter. Once I know the group, you can choose the character inside that group by blinking again when I go through the colours of each letter in that group. Apparently. Okay? Let's just try.

Blink to choose the group that contains the letter you want? Green? Yellow? Blue? White? Black? Red?

`` Who are we? Why are we here? If we ever learn this, it would be the ultimate triumph of human reason, for then we would know the mind of God.''

He's gone back to looking for his Theory Of Everything, his single equation. Well, it'll have to explain human relationships too.

He's -- he has invited -- the children and I -- to accompany him.

I'll leave a card. There's a number you can call. They can install ramps in a day. It really would be helpful.

CONGRATULATIONS -- MY COMPANION -- OF Honour. Not bad for an old liberal SOCIALIST --

Thank you. For today. It's been extraordinary. It's all just been rather extraordinary though, has n't it?

STEPHEN reads a CHESS BOOK that lies on his LAP out of sight under the table , while the professor , DR. DENNIS SCIAMA , ( LATE 30s ) , with a wicked smirk on his face , passes out a set of mathematical problems to BRIAN , CARTER , ELLIS , REES and several other YOUNG PHYSICISTS .STEPHEN looks up , winces , knowing he 's way behind schedule .STEPHEN crumples the paper in his pocket and continues to read the CHESS BOOK as he shuffles out of the tutorial .

A little challenge for you all, as you embark on your separate doctoral journeys -

Something to sort -- the men from the boys -- the wheat from the chaff -- the mesons from the pi-mesons -- the quarks from the quacks -- ten questions -- each more impregnable than the last. Good luck. You'll need it. Shall we say, Friday 3 o'clock?

John, this so illegible I'm not quite sure how wrong it is -- I suspect very -- and Brian...

Train timetables? Stephen, these are totally unacceptable -- they expired a month ago.

Stephen, come in. Sit down. Now -- we're all rather concerned -- about your choice of subject. What it's going to be.

This lab is where JJ Thomson discovered the electron, where Rutherford split the atom. One of the great rewards of this job is that you never know from where the next great leap forward is going to come, or from whom.

Next Friday. I'm taking a few graduates of merit to London, to attend a talk by the mathematician Roger Penrose. Come along if you're interested.

... the solutions to the Schrodinger equation must vanish at the boundary of the box, so we have...

So. Chapters One -- full of holes and lacks mathematical support.

Brilliant. It's brilliant Stephen. So all that remains to be said is... well done. Or should I say, well done Doctor. And extraordinary theory.

He's unifying Relativity -- plus Quantum Mechanics and Thermodynamics. For the first time.

I do n't get it. You've spent years assuming Black Holes exist -- you believe Cygnus X-1 will turn out to be the first black hole we can actually observe==and yet you bet Kip Thorne that it is n't a black hole?

Thankyou. I first met -- the Professor -- was it really 1963? Time- -where does it go? Back then, he was kind of annoying.

He knew things that his woeful work ethic should not have allowed him to know.

But it's been -- really -- one of the great joys of my life to watch this man defy every expectation, both scientific and personal. So it's with no small pride that I ask him to return to the stage once more, to continue to do what he has always done - answer your questions. My most irritating student, my esteemed colleague, my good friend -- Professor Hawking.

BRIAN knocks , enters , finds STEPHEN asleep in bed .BRIAN goes to STEPHEN 's desk , looking through papers to find his answers . How many have you done ?Beat .BRIAN starts to leaveBRIAN exits , giving up on his pal . STEPHEN , hung-over , sits on his bed and yawns . He gets out of bed and turns on his ANCIENT TAPE-MACHINE . WAGNER starts to play , loudly . Later . Pouring milk into a cup of TEA , while listening to a TAPED RECORDING of `` THE RING CYCLE '' by Wagner , and still in his pyjamas , the dishevelled STEPHEN digs out the QUESTIONS from a pile of TRASH on his desk . First he finds all manner of chocolate wrappers , concert tickets , etc , until he finally settles down with a clean pad and a pencil . He looks at the clock . It reads -- 1:00PM . He sighs and looks out his window at teeming university life , as he ponders . He then starts to WRITE on a PAD , rapidly , effortlessly , the CALCULATIONS pouring out of him , his writing hand adroit and swift . Distracted , he then reaches for his TEA and clumsily KNOCKS THE CUP OVER . The tea washes over his only pad . He hurriedly wipes it off , but it 's too late . He looks around for another pad , but to no avail .

The PhD STUDENTS are gathered , minus STEPHEN as SCIAMA hands back the classes answers .STEPHEN arrives late -STEPHEN sets TWO TRAIN TIMETABLES on the table . Others push the TIME-TABLES down the desk to SCIAMA , who picks them up .Laughter .SCIAMA turns them over and looks at them . TIGHT ON : the TIMETABLES , then are filled with tiny formulas and calculations . SCIAMA registers growing amazement , then looks up at STEPHEN -End on SCIAMA and fellow students reaction - startled , speechless , everyone staring at STEPHEN .

- well, some `` integer of zero'', but I think we can make a go of this. I want us to be together, for as long as we've got. And if that's not very long then - well, that's just how it is. It will have to do.

There must be a way. You need to find a way. For your family's sake. You're world famous -

OARS powerfully cut the WATER as a TWO-BOAT PRACTICE RACE unfolds . The TWO CREWS are from the same CLUB . PAN DOWN one BOAT : EIGHT LARGE POWERFUL ROWERS , culminating in PETE , DAN , RAFF , BRIAN and finally the thin , boyish , STEPHEN , in the role of COX , facing the rowers , calling out the stroke-rate using a coxswain 's loud-hailer .

Rowdy tables of graduates and undergraduates and rowers , males and females . Beer flows . Playing PINBALL are BRIAN , REES , ELLIS and CARTER . STEPHEN watches , drinking a beer , distracted .Collective groan . BRIAN is clipped around the ears .ALL then silently ponder the RIDDLE . BRIAN , deep in thought himself , finally notices STEPHEN , bursting to provide the answer . BRIAN acts to SILENCE STEPHEN -STEPHEN rises , triumphant , as the others groan .A naked girl enters a lift - STEPHEN , at the bar , opens JANE 's NAPKIN . Looks at the number .The BARMAN takes STEPHEN 's POUND and glances at the NAPKIN .STEPHEN smiles - then glances at the mirror-backed bar . Reflected - a WOMAN who looks like JANE . Is he imagining this ? TIGHT ON : STEPHEN 's face : we see JANE 's reflection appear and disappear in the glass of his glasses as she crosses the room . The BARMAN 's voice is distant ...STEPHEN snaps out of it - stares at the BARMAN holding out CHANGE - a smile DAWNING .CUT TO :JANE and DIANA and two other FRIENDS sit with TWO OTHER YOUNG MEN at a table . She looks reluctant and unhappy to be with them . As one YOUNG MAN pours them beers she hands her beer to someone else . And then -STEPHEN is not afraid to stand in front of this crowd of Girls and Jocks and stare straight at JANE . The others fall silent and stare at STEPHEN , but JANE 's eyes light up .REACTION : DIANA : Not impressed .He smiles at her . The OTHERS look back and forth between JANE and STEPHEN . JANE perks up , interested .STEPHEN turns and just walks away . JANE is perplexed , disappointed - stares at him , as do the others .

No, no, listen, listen, pay attention. A man enters a lift, wanting to go to the fiftieth floor but only gets as far as the 46th. Why?

THEORETICAL PHYSICS ( DAMTP ) , CAMBRIDGE - DAYSTEPHEN approaches SCIAMA 's office , plucks up his courage , and knocks -

THEORETICAL PHYSICS ( DAMTP ) , CAMBRIDGE - DAYOne of SCIAMA 's PENS sits precariously on the edge of the desk , and in shuffling papers , knocks it off . The PEN rolls off the DESK and falls on the FLOOR in front of STEPHEN . STEPHEN stares at the PEN as it comes to a STOP .SCIAMA studies him , rises , take a BIG OLD KEY from the desk drawer .

SCIAMA shows STEPHEN the famous lab .SCIAMA takes out a pen and writes on a pad , tears it off and gives it to STEPHEN .SCIAMA exits . STEPHEN looks around at the empty LAB . He goes to the BLACKBOARD , picks up a piece of CHALK , looks at the BLANK BOARD , but then puts the CHALK back down and then begins to study , with RAPT AWE , the ancient LABORATORYEQUIPMENT .

STEPHEN is now sitting on a STONE WALL , waiting as - - the WILDES emerge , in the SUNDAY FINERY . JANE peels off from her family to talk to STEPHEN . She is pleased to see him .He smiles wryly at this Fairy Tale reference .He thinks about this .

Sunday family lunch . A noisy , eccentric , bohemian atmosphere . STEPHEN 's father , FRANK opens his HOME-MADE WINE . His sister PHILIPPA ( 17 ) passes the plates . MARY ( 20 ) reads a BOOK .The HAWKINGS , impressed , nod approvingly at STEPHEN .PHILIPPA snorts back laughter , whilst the other HAWKINGS stare blankly at JANE for a moment , before silently returning to setting the table . FRANK rescues the mood -STEPHEN laughs . JANE shoots him a surprised look , as FRANK pours a glass of wine .Enter ISOBEL , STEPHEN 's mother , with a ROAST CHICKEN . As FRANK passes wine , JANE looks nervously at STEPHEN , who smiles at her . FRANK picks up the CARVING KNIFE and starts to SHARPEN it .STEPHEN smiles , pleased with himself , and his mother and father seem pleased with it too . JANE notices -JANE 1 , STEPHEN O . She eats her food .The old family PUNNING game has begun .Hawking laughter . Ha ! Ha ! JANE is bemused .FRANK is about to place a slice of CHICKEN BREAST on JANE 's PLATE -FRANK guffaws , as he plates her chicken .It 's news to JANE : shocked - but then pleased as he shoots her a quick look and mouths ...She SMILES and NODS , delighted .

Really? Turner? To me they all look as if they've been left out in the rain.

If you do n't watch out I'll send you back with a couple of bottles.

So Stephen, you've been to church with a good woman. Are you feeling holier than thou?

HA! Marvelous! Very good. `` The breast is yet to come!'' Indeed it is! Well done.

You do n't realize what lies ahead. His life is going to be very short. So. Be careful. Science is against you. And it's not going to be a fight, Jane. It's going to be a very heavy defeat. For all of us.

Oh, it's nothing. The climb is absolutely worth it. You get the luggage.

Oh -- Rain? -- Falling? -- Rain Falling Down? -- Shivering? -- Uhhhrrrrr -- -

I've always supported you in your choice not to have home help, but now, you need a permanent solution. This -- this current'situation' ca n't go on. You need a proper live- in nurse immediately.

Standing by his PARENT 's CAR , STEPHEN watches ( SMITTEN ) as - - JANE , in a GORGEOUS GOWN , walks down the path toward him .

To the blaring strains of WAGNER , the HAWKING car careens across the countryside .

On the GRAND FRONT LAWN of the COLLEGE , a fairy-tale party - LIGHTS IN THE TREES , a throng of GOWNED YOUNG WOMEN , and YOUNG MEN IN BLACK TIE and TAILS , all sip CHAMPAGNE on the sequestered CROQUET LAWNS , as if from a by-gone age . A BATHTUB is full of CHAMPAGNE BOTTLES ON ICE . Through this STEPHEN and JANE drift .

STEPHEN and JANE stand and watch the swirling couples on the dance-floor , sipping PUNCH . The MAY BALL is now in full and magical swing , as couples float across the lawns before the great facade of the college .JANE has a wistful look of disappointment . AWKWARD SILENCE . Just then - A BLUE UV LIGHT comes on . This causes great excitement on the dance-floor . All the other couples `` ooh '' and `` ahh '' and even more people take to the floor - not so , STEPHEN and JANE .JANE stares at the glowing swirling people with STEPHEN 's eyes .They watch , impressed , as - FIREWORKS are suddenly heard , EXPLODING LOUDLY .

MONTAGE : A ) A FIRE-WORK DISPLAY - STEPHEN and JANE watch as SKY- ROCKETS light up the sky . B ) A CAROUSEL - JANE and STEPHEN ride the CAROUSEL . STEPHEN watches JANE , captivated by her happiness in this moment . C ) A CHAMPAGNE TENT - JANE selects a FLUTE OF CHAMPAGNE and takes a BIG SIP , to the sound of a NEARBY 1920 's CHICAGO JAZZ SWING band . The GATSBY-THEMED BAR-STAFF are dressed in 1920 's TUXEDOS and FLAPPER-DRESSES .JANE surveys the gay party , sipping her champagne -JANE takes the CHAMPAGNE STEPHEN has just chosen and pours half of his into her glass .They CLINK GLASSES and sip their champagne , laughing .They move off across the NEARBY DANCE-FLOOR , and PASS the JAZZ BAND en route to the LIGHTED FOOT-BRIDGE spanning a river under which LIGHTED PUNTS drift by .They arrive at the FOOT-BRIDGE , with its view of the BRIDGE OF SIGHS . PUNTS with CATHERINE WHEELS are moored nearby . D ) FOOT-BRIDGE . JANE and STEPHEN stop in the middle of the bridge . STEPHEN looks up at the STARS , bright , sparkling . JANE does the same .Silence , then -STEPHEN , moved , looks at her .He takes her hand and starts to DANCE with her to the music , and then tilts his head and KISSES her . CAMERA pulls back to reveal the couple kissing on the FOOTBRIDGE , the punts floating underneath , the night magical , the lovely slow jazz drifting over the scene .

MORNING LIGHT on the WILDE FRONT DOOR . JANE , in bathrobe , opens the door to get the MILK . Looks down . PAN down to - a BOX of `` TIDE '' WASHING POWDER . She picks it up - looks around for STEPHEN - smiles , delighted - IN LOVE .

SCIAMA and STEPHEN and PHYSICISTS 1,2 and 3 arrive late on the platform . The train is already pulling in . SCIAMA , and the OTHER THREE all run for it . But STEPHEN is making his way up the steps , not running - putting on a brave face . When STEPHEN arrives , just in time , the PHYSICISTS 1,2,3 , pull STEPHEN on to the train .

As they whistle along , English countryside in the background . SCIAMA studies STEPHEN then returns his attention to his newspaper when he meets his eyes .

ROGER PENROSE , MATHEMATICIAN , gives a passionate talk before a small audience in a small room . The blackboard is crammed with calculations and diagrams .He turns the blackboard over . A blank board .Smiles , small laughter from the audience . STEPHEN looks especially relieved .He draws a circle on the board .He draws a smaller circle , inside the first .An even smaller circle .He draws a point .STEPHEN is captivated .STEPHEN smiles - seeing his future revealed .

So what do we know? Let me rephrase that -- what do the equations tell us, finally?

... ought to end its life, how? With a collapse, the gravitational forces of the entire mass overcoming the electromagnetic forces of individual atoms, and so collapsing inwards. If the star is massive enough, it will continue this collapse, creating a black hole - where the warping of spacetime is so great that nothing can escape... not even light. It gets...

The star, in fact, gets denser as atoms -- even subatomic particles -- get literally crushed, smashed into smaller and smaller space. And at its end point what are we left with?

With extraordinary properties! Infinite density. Space and time come to a stop. All of the known laws of science -- they just stop working.

What I've just shown is that this happens in every black hole. Its really happening, out there. To real stars -- and its happening right now!

SCIAMA and his students , returning home . As his friends talk excitedly , STEPHEN is silently staring down at the CIRCULATING COFFEE in front of him , into which he pours CREAM ... SLOWLY , CLOCKWISE - the cream is spread outward by the circulating coffee until it looks like a SPIRAL GALAXY . As he stares , deep in thought , the SPIRAL of CREAM pulses with LIGHT - he is having an epiphany here - a major insight ... ... and then TIME GOES INTO REVERSE . As it does so , the CREAM CHANGES DIRECTION , goes ANTI-CLOCKWISE now , the SPIRAL once more returning to its original central dollop , and then vanishing . The coffee creamless . STEPHEN looks up ...Sensing his protege is on to something , perhaps even a small smile .SCIAMA stares at him .

STEPHEN excitedly expands on his new idea to a DELIGHTED , SMILING JANE as they WALK side by side .JANE grabs his hands and begins to SWIRL him around .They SPIN faster and faster until they almost trip and only save themselves by clasping each other closely ...

STEPHEN at the blackboard makes a DOT on the blackboard .SCIAMA stares at him . STEPHEN smiles .SCIAMA takes the KEY for the RUTHERFORD LAB out of the drawer and hands it to him .

STEPHEN writes , inspired , formula on the famous blackboard . He stops , thinks , continues , then deletes a bit , and writes again , faster , faster , his mind racing , even as his fingers begin to betray him , growing weaker , weaker ...

The swirl of CAMBRIDGE UNIVERSITY life . Dons on bicycles . Purposeful students . Every building looking like a STATELY HOME . STEPHEN walks quickly and excitedly , with still CHALKY FINGERS , across campus but then suddenly , trips - FALLS - falls hard . His head smashing onto the hard paving stones . His GLASSES fly off his face . He is unconscious immediately . STUDENTS rush to his aid .MONTAGE :A ) X-RAY DEPARTMENT . STEPHEN , his face GRAZED and BRUISED , lies on a tilting bed as X-rays are taken . B ) Blood is taken from his arm . C ) In a PUBLIC WARD , STEPHEN , sitting on the edge of a bed in a HOSPITAL SMOCK , turns and looks at a SICK YOUNG MAN in the next bed , who looks GRAVELY ILL. D ) Dexterity Test - Stephen struggles to bring his little finger to meet his thumb . Stephen , lying down , as the doctor violently jerks his knee up . Stephen lying prone in foetal postion as a doctor performs a lumbar puncture and extracts fluid from his spine .E ) STEPHEN lies in the PUBLIC WARD while the SICK YOUNG MAN in the next bed is discovered DEAD . Nurses rush the SICK YOUNG MAN away , as STEPHEN watches . He is very moved by this .F ) INT . WARD/ HOSPITAL - DAYThe DOCTOR is dismissive and unsentimental .The DOCTOR , despite his unsentimental nature , draws a deep breath . This is not the speech he wants to make ...SHOCK sets in as STEPHEN watches other patients taking EXERCISE , stretching - walking .STEPHEN is rocked to the core by this news -Silence . The SENIOR DOCTOR rises to go -The DOCTOR walks away . REACTION : STEPHEN , devastated . Frozen . People walk past him and he does n't move , does n't react .

It's a progressive neurological disorder that destroys the cells in the brain that control essential muscle activity such as speaking, walking -- breathing -- swallowing. The signals that muscles must receive in order to move are disrupted, cut off. The result is -- gradual muscle decay, a wasting away. Eventually, the ability to control voluntary movement is -- lost -- entirely.

The brain is n't affected. Your thoughts wo n't change -- it's just-

WATER drips in SLOW MO from an old TAP . STEPHEN lies in a bath , in a TRANCE , knees drawn up , hair wet , not moving , in a STATE OF SHOCK , as he stares at the DRIPPING TAP , until - - his eyes are drawn to his ARM where he sees a weird PHENOMENON - it 's called FASCICULATION - a visible throbbing that travels underneath the skin .

BRIAN rushes up the SPIRAL STAIRS , past the `` BEDDER '' - a woman who looks after the STUDENTS domestic needs .

Suddenly , a pounding on his door , and then BRIAN enters STEPHEN 's room . WAGNER is playing INCREDIBLY LOUDLY on an old TAPE-DECK . BRIAN shuts it off and looks at - - STEPHEN , in the corner , in his pyjamas , his MATRESS now on the floor ( rather than on the HIGH BUNK as before ) legs drawn up , reading a book of CHESS .Silence . BRIAN waits for STEPHEN to speak .BRIAN tries to pull STEPHEN to his feet .The BEDDER knocks and enters .BRIAN has no choice . He is badly shaken by the news .STEPHEN does his best to smile . Brian exits .

Full of undergraduates . JANE enters , looks around for STEPHEN . Ca n't see him . BRIAN , seated with the other YOUNG PHYSICISTS , spots her .JANE comes up the young men .JANE sits .JANE nods , as the CAMERA pulls back from the scene , leaving BRIAN ( sensitively ) to pass the terrible news to JANE .

JANE walks in , sees STEPHEN , slumped in an armchair watching TV in the common room . At a distance , JANE stops , shocked . He looks woebegone , depressed , physically reduced already . She summons up a cheerful demeanor , however , and advances .Silence . He finally looks at her . ANGRILY he rises . And walks off ahead of her . She watches him .

JANE AIMS , STRIKES , hits a FEEBLE SHOT .STEPHEN AIMS , HITS his BALL through the FIRST HOOP , then walks , as best he can , off toward his BALL , using his MALLET as a WALKING STICK . With his second shot he hits her BALL . He then picks up his BALL , places it beside hers so that it touches , puts his foot on his ball , then smacks his BALL HARD with his MALLET , blasting her ball down to the next hoop . He proceeds to play a MASTER GAME that will not allow JANE another shot , enlisting her ball to advance his own from HOOP to HOOP , until - - he knocks his ball and hits the finishing peg . JANE has been watching all this , her eyes FLOODING WITH TEARS , until she can bear it no longer , and walks up to him and picks up his ball , stopping the game . They stare into each others eyes , until he can bear it no longer and he walks off ( as best he can ) back to his room . She watches him , then follows determinedly .

He enters ANGRILY , SLAMS the door behind him , then tries to break a CHAIR by throwing it against the wall - just as JANE enters .More knocks .

Silence .JANE moves closer and closer to STEPHEN during this whole interchange - almost trapping STEPHEN , who is gallantly trying to resist being taken into her life .His eyes widen . He ca n't believe his ears . He looks at her .He ca n't speak now . This STUNS him .She advances , and kisses him on the lips . He is still speechless . She stares into his eyes , with love --She takes them off , cleans them on her dress . His heart is exploding with joy and hope . She slips his GLASSES gently back on his nose .

SCIAMA is giving a TUTORIAL to FOUR UNDERGRADS -STEPHEN enters -STEPHEN exits .

JANE is seated , watching FRANK as he ominously shuts the door .

SUPER-8 FOOTAGE ( MONTAGE ) of - - STEPHEN and JANE are married . They pose for their WEDDING PHOTO , STEPHEN in black suit , tie , leaning on a SINGLE WALKING STICK ; JANE in white , happy , as - - FLOWER PETALS drift down on them . Supered on BLUE sky : `` TWO YEARS LATER '' ____________________________________________________________

CAMBRIDGE - DAYSUPER-8 FOOTAGE ( MONTAGE ) of - - a small terrace house - a MINI parked outside .

SUPER-8 FOOTAGE ( MONTAGE ) of - - a ONE YEAR-OLD BABY ( ROBERT ) is set into STEPHEN 's arms . He is delighted .

STEPHEN SLIDES ON HIS BACK , down the STAIRS , dressed in a SUIT . He laughs at how ridiculous this is . JANE is there to meet him , to help him to his feet , to straighten his bow-tie . Both look nervous . Tenderly , she touches his face .STEPHEN smiles , gently shakes his head . She gives him his TWO WALKING STICKS .

STEPHEN walks with great difficulty up the hallway , using ( for the first time ) TWO WALKING STICKS .

SCIAMA and ROGER PENROSE and an American , KIP THORNE , face STEPHEN .STEPHEN makes his way slowly , laboriously , to stand in front of the three examiners .Silence . STEPHEN waits , as the PANEL turn the pages of his thesis . STEPHEN grows WORRIED .SCIAMA and PENROSE and KIP THORNE look at each other . STEPHEN ca n't breath for the tension .STEPHEN sighs with RELIEF , and smiles .

Chapter Two -- not really original -- uses a lot of Roger's ideas.

Well at least you run with them. Chapter Three? Too many unanswered questions.

CHAMPAGNE is OPENED and POURED . A celebrational dinner party , attended by JANE , BRIAN , ELLIS , REES , CARTER and two of their GIRLFRIENDS . JANE rises to give a TOAST .Over laughter -CUT TO :BRIAN holds forth on a funny story about him and Stephen , as he uncorks a bottle of wine -As the conversation turns into a HUBBUB of chatter , STEPHEN , smiling , drops his FORK . JANE , in conversation now with one of the GIRLFRIENDS , picks up the fork without barely looking at STEPHEN and put it back in front of him . STEPHEN watches everybody talking , eating , drinking , being wonderfully , effortlessly dextrous . FRUSTRATED , ENVIOUS , and saddened , STEPHEN watches closely then , before emotion breaks through , rises , grabs his TWO WALKING STICKS and starts to leave .Everyone watches him go with concern . It 's a painful sight to see how hard it is for him to walk now . When he is gone only a few seconds , the guests stop their chatter when they hear a huge THUMP . Several men are about to rise to his aid when JANE signals for everyone to remain in their place . Everyone understands and settles again .

STEPHEN tries to pull himself up the stairs by the spokes of the balustrade . It takes him many seconds just to get up the first stairs but we see his determination .

The DINNER guests are now eating DESSERT , and talking quietly .

STEPHEN is only halfway up the STAIRS , using his last heroic energies . Finally , he STOPS , EXHAUSTED . Hearing something , he looks up - The TWO YEAR-OLD ROBERT has woken , and stands in his pajamas at the BABY-GATE at the top of the stairs , looking down at his father .For the first time - with his head resting on the step , and with his eyes turning back to look through the balusters at the REFLECTION in a DINING ROOM mirror of the dinner party ( his POV : tilted at 90 degrees ) TEARS fall out of his eyes . A PRIVATE MOMENT of great despair .FADE TO BLACK .

JANE and STEPHEN sip tea . Holding a cup is extremely difficult for him . A new tension exists between them . She watches him . Finally - she gets up , goes into the kitchen and then returns with ... A WHEELCHAIR . She sets it before him . He stares at it . Is this his future ? Is it an aid , or an enemy ? She returns to the kitchen to wash some dishes while he stares at the chair ... eventually rising , turning , poising above it , and then falling with a CRASH into it . JANE comes back to his side , realising the momentousness of this moment .

JANE comes down the stairs , in her NIGHTIE , dressed for bed , carrying pillows . The MASTER BED now is erected in the little DINING ROOM , and STEPHEN is propped up in it , smiling , waiting ... ( STEPHEN can no longer manage the stair-climb . )She puts an extra pillow behind him , then they look into each other 's faces .They smile at each other . They kiss ...

The NEW BABY 'S CRIES carry ( from UPSTAIRS ) as JANE helps STEPHEN on with his PYJAMA TOP . She struggles to pull it down over his head when the BABY 's cries grow too urgent .JANE runs out to go to the baby , runs up the stairs . STEPHEN struggles to pull on the PYJAMA himself .CUT TO :INSIDE HIS PYJAMA . It 's dark . STEPHEN , helpless . His eyes are wide open , looking through the grain in the fabric at the OPEN FIRE , burning in the FIREPLACE .Silence . He waits ... The pin points of fire-light through the fabric , SLOWLY MORPH into STARS and a NIGHT SKY . This is what STEPHEN is visualizing . We see what he sees -- The LIFE OF THE UNIVERSE IN REVERSE ... STARS being pulled back together , toward a single POINT , a SINGULARITY . As the SINGULARITY takes SHAPE , a DARK CIRCLE FORMS AROUND IT , rimmed by a GLOWING CIRCULAR HORIZON . FINALLY - A BLACK HOLE has FORMED . A POINT IN SPACE , GOBBLING STARS , ILLUMINATED ONLY AT ITS EDGES ( EVENT HORIZON ) BY AN AMBIENT GLOW - A RING of LIGHT . The REVERIE ends as JANE eases the PYJAMA down over his head , returning STEPHEN back into the real world . He stares at his wife , AWESTRUCK .

SCIAMA runs , in great excitement , past KIP THORNE .SCIAMA runs on , informing a mopping JANITOR -REACTION : KIP THORNE , confusion .

STEPHEN is about to present his ideas to the conference . He is SURROUNDED by his PEERS .STEPHEN nods - nervous .AT A DISTANCE - at a TEA TABLE - excluded , and looking EXHAUSTED after a LONG NIGHT - JANE sits near TWO CLEANERS IN WHITE , and overhears the female gossip about STEPHEN 's condition .JANE reacts , says nothing but bites her lips and frowns indignantly , as the CLEANERS walk away . JANE then approaches STEPHEN , nervously . But when he looks up at her , his EYES are BLAZING WITH LIGHT and passion - this pulls her out of her SADNESS .He SMILES back at her , as the ENTRY DOORS to the HALL open , and REVEAL a PACKED EXPECTANT ROOM . It 's daunting !SCIAMA PUSHES STEPHEN into the HALL , as - - JANE hurries to gather STEPHEN 's NOTES , his WATER-BOTTLE , his BLANKET and her HANDBAG , only just slipping through the CLOSING DOORS .

Look at him. It's awful, i n't it? He's falling apart at the seams.

Before his peers , STEPHEN finishes his address . SCIAMA sits with JOHN TAYLOR in the front row . JANE sits toward the BACK .Stony , sceptical faces greet this outrageous idea . As STEPHEN continues his speech , ANGLE ON SCIAMA and TAYLOR .During this exchange ( O.S ) STEPHEN has been saying :INTERCUT THIS LECTURE SCENE ( as necessary ) with the FOLLOWING SCENE :

BRIAN and REES , CARTER and ELLIS discuss STEPHEN 's theory .BRIAN dips a finger in the FROTH of REES 's BEER and draws a CIRCLE on the TABLETOP .

No applause at all as STEPHEN shuffles his notes . JANE looks nervous . SCIAMA also . The general reaction is guarded .

CLOSE ON : The stoney faces of the ACADEMIC AUDIENCE , all silent and unconvinced . STEPHEN on stage - looks at these blank faces . JANE and SCIAMA appear as nervous as JOHN TAYLOR , who rises then to his feet ...TAYLOR drags a fellow colleague to his feet and WALKS OUT .SCIAMA rises to his feet , to defend STEPHEN -But then a BIG VOICE booms out - and stops TAYLOR and co in their tracks .KHALATNIKOV makes his way to the STAGE , stopping beside STEPHEN . He addresses the audience gravely ...Applause finally begins , small , then grows large .REACTION JANE : Relief . REACTION STEPHEN : the famous grin appearing , as - STEPHEN is swamped by WELL-WISHERS . The AUDITORIUM empties on to the stage , where STEPHEN is SURROUNDED . ANGLE ON : JANE , alone suddenly in the AUDITORIUM , trying to see STEPHEN , as he is borne out of the room on a tide of fame .

My name -- is Professor Khalatnikov, from Soviet Academy of Sciences. My field is evolution of the hot universe -- the properties of microwave background radiation, and theory of the black holes. To be honest, I came here today expecting to hear a lot of nonsense. I go home disappointed.

HE! - HAS DONE IT! Ha! Ha! Ha! Ya Ya! He has done it! ( Shakes Stephen's hand. ) He has done it!

STEPHEN is being pushed by BRIAN over the cobbled streets while REES , CARTER and ELLIS cavort around them . They are in a PARTY/CELEBRATORY MOOD , singing as they go . GREAT FUN .CUT TO :At the base of a large flight of STEPS , the YOUNG PHYSICISTS all RACE EACH OTHER up the STEPS and disappear . BRIAN is left alone with STEPHEN and the WHEELCHAIR .BRIAN lifts STEPHEN out of his chair . He 's heavy .He starts to carry STEPHEN up ... up ... up ...BRIAN indicates 'down there ' .And it explains a great deal about men . BRIAN and STEPHEN then disappears over the top of the STEPS . After a few beats BRIAN reappears and runs down the steps to reclaim the wheelchair . He picks it up and starts up the steps with it .CUT TO :STEPHEN , cradled in the giant arms of a seated MARBLE STATUE ! ! ! ( maybe Queen Victoria ) - cradled like a baby , waiting for BRIAN to return .

The SHELVES are being restocked . The latest issue of `` NATURE '' MAGAZINE is set on the stand by a STOCKIST . The COVER reads : `` HAWKING RADIATION '' ____________________________________________________________

CLOSE ON : STEPHEN . Waiting in his WHEELCHAIR on the front LAWN . About 8 YEARS have passed since we last saw him . His physical deterioration is marked . His body is thinner and powerless . His legs are bent and his face is slightly asymmetric . WIDE : Beside him is STACKED a mountain of FAMILY HOLIDAY LUGGAGE ( umbrellas , beach balls , plastic cricket set , tent etc . ) In the Background , the NEW WEST ROAD FLAT - a LARGE VICTORIAN HOUSE . The sign in front reads `` GONVILLE and CAIUS COLLEGE '' . On the LAWN the children ( ROBERT , now 9 - and LUCY , now 5 ) PLAY with BEACH TOYS , until - - JANE ( with a new haircut and fashion befitting the LATE 1970 's ) yells -The CHILDREN obey , and jump into the now OLD MINI parked at the kerb , as - - JANE confronts the MOUNTAIN OF STUFF , including STEPHEN , that must somehow be stowed . No way . LATER - back and forth JANE goes between LUGGAGE and MINI . STEPHEN can only watch her load the stuff into the car and onto the ROOF-RACK . Finally - REVEAL the LOADED MINI - it looks ridiculously burdened ! JANE takes a deep , exhausted , breath , then turns back for STEPHEN . He sits there in his wheelchair , looking at her ... ROBERT and JANE together , with GREAT DIFFICULTY , get STEPHEN into the front seat and shut the door . ROBERT struggles to COLLAPSE the WHEELCHAIR , until JANE comes and together they muscle it onto the ROOF-RACK .

FRANK & ISOBEL HAWKING 's tumble-down WELSH COTTAGE high above on a STEEP HILLSIDE , only reached by an ENORMOUS FLIGHT of STEPS . REACTION JANE : Exasperation ! ISOBEL descends to greet them , followed by FRANK .FRANK backs STEPHEN ( in his wheelchair ) up the STEPS , one at a time , while ISOBEL runs up ahead with the CHILDREN , leaving JANE , alone , with ALL THE LUGGAGE . REACTION , JANE : Speechless in defeat , she sighs deeply . Finally , she slowly starts to unload the MINI .

TEA and CAKES al fresco . The CHILDREN play CHARADES . FRANK is feeding STPHEN , but his attention is on ... ROBERT , whose turn it is ... ROBERT acts being cold , that it 's snowing ...STEPHEN suffers an horrendous CHOKING FIT , which can not be staunched . STEPHEN 's parents , and little ROBERT watch in horror , as JANE tries in vain to subdue it , banging his back roughly , loosening his tie .JANE , stressed , looks ready to break-down , and turns away , hiding her frailty , a little angry also at the lack of support .

JANE walks slowly along path to the WOOD and sits down on a STONE . Head in hands . She WEEPS .

STEPHEN in his old wheelchair is pushed from the KITCHEN by JANE up to the doors to the LIVING ROOM . She has a surprise for him .The doors then burst open and it 's ROBERT and LUCY aboard- AN ELECTRIC MOTORIZED WHEELCHAIR .STEPHEN stares as ROBERT makes the CHAIR turn by pulling and pushing a toggle .STEPHEN stares at it , unsure at first ...

While making dinner , JANE hears happy screams from the other end of the house . She goes through to discover --

STEPHEN , in his motorized wheelchair , chasing ROBERT and LUCY from room to room at full speed ! He looks extremely thrilled with the chair as he smashes into furniture . JANE , at the table , trying to work on her THESIS , tries to smile . STEPHEN motors away , chasing the squealing children . JANE WINCES as she hears - the sound ( O.S . ) of a SMASHINGVASE .

STEPHEN happily MOTORS at speed over the FOOT-BRIDGE , grinning .

STEPHEN is motoring along with SCIAMA . CAMBRIDGE DONS and STUDENTS step aside to make way .SCIAMA laughs heartily as - - STEPHEN grins , at the same time SPYING - up ahead , TWO ATTRACTIVE UNDER-GRADUATE GIRLS about to enter the LIFT . STEPHEN hits the GAS ! - and SPEEDS toward the LIFT ...STEPHEN SPEEDS toward the LIFT , whose DOORS ARE READY TOCLOSE .SCIAMA winces in expectation of a horrible accident . WIDE : it looks suicidal but the chair just flies through the GAP in the last split second before the DOORS CLOSE - the doors shaving the wheels , with a small spark .

STEPHEN , in there with the TWO UNDERGRADUATE GIRLS , SMILES at them .

JANE picks up pieces of a BROKEN POTTED PLANT , dirt spilled over the carpet , then violently VACUUMES as BERYL comes in with a tea-tray .JANE keeps VACUUMING . BERYL pulls the PLUG on the VACUUM CLEANER . JANE stares at her Mum .BERYL pours TEA for the exhausted JANE . JANE sits .REACTION JANE : Momentarily SPEECHLESS -They sip tea in silence .

Now -- I'd like to make a suggestion -- it might sound unusual -- but I've seen it work wonders. I think -- you should consider -

Darling, I think we've cracked it. Shall we phone the Nobel committee now or shall we have another cup of tea first?

JANE walks in - and up the AISLE - as we hear CHORAL MUSIC . JANE takes a pew , and then her eyes widen slightly as she recognizes the CHOIR MASTER . It 's the BEARDED MAN from the supermarket car-park . She studies him , as he gently instructs and then conducts the CHOIR .CUT TO :After the rehearsal , the CHOIR file past JANE . JONATHAN recognizes her at once .JONATHAN gets an idea , he moves then stops ...He sets off up to the front of the church . She turns , smiling , as he WAVES for her to follow him . She follows .

Ah! `` My sleep grows evermore peaceful.'' Come on. Follow me. Come on. Let me hear you. Come on.

Exactly. With Mark you roll up your sleeves and get stuck in. No standing on the sidelines.

Well met. Oh, and if your daughter would like those piano lessons.

Fascinating. Because I'd understood you'd proven the need for a Creator. My mistake.

It was leukaemia. Coming up on a year ago. She fought it, I nursed her, but in the end... Music is my salvation. Teaching and playing. I've struggled with loneliness, of course. Tyranny of the empty room, all that. Music is a consolation, although my career... Well, I'm not very ambitious.

And if -- if there was anything I can do. To be of service. To you, your family. I have no children, no commitments. If I could help you, I believe I would find a purpose that would alleviate my own situation. It would be a privilege.

At the front of the church she sees that he is already sitting at the piano . Without sheet music he begins to play `` Immer leiser wird mein Schlummer '' ...She gingerly approaches .

JANE and JONATHAN emerge from the church - JONATHAN locks the doors .They shake hands . JANE stares into his face - realizing she has found a friend .

STEPHEN motors down the street , fast , and swings up the ramp in front of the door . He BANGS into the front door . Then waits . He hears PIANO music - a lesson in progress .

As STEPHEN and JANE watch - JONATHAN gives ROBERT ( 11 ) a piano lesson . JANE smiles at STEPHEN , who remains cautious .

JONATHAN is eating dinner with JANE and STEPHEN . JANE feeds STEPHEN a forkful of food . STEPHEN chews slowly . STEPHEN sneaks glances at JONATHAN . JONATHAN shoots a SMILE at JANE . She smiles back in return . STEPHEN catches sight of both these smiles , and sees theGROWING INTIMACY .She exits . JONATHAN smiles at STEPHEN who is staring back at him .JONATHAN picks up STEPHEN 's fork , spears a cube of steak .JONATHAN offers up the steak , but STEPHEN 's glare makes him aware this is n't welcome . He lowers the fork again .JANE returns with the a JUG OF WATER and GLASSES on a TRAY .That was my - PhD thesis . JONATHAN looks to JANE for a translation .JONATHAN looks to JANE , hoping he has not caused offence .JONATHAN is surprised by this sharp reply . ( He also sees that this matter is a CAUSE OF DIVISION between JANE and STEPHEN . )STEPHEN does n't react , so JANE spears a PEA on her FORK , then picks up a SECOND FORK and spears a LARGE BOILED POTATO with the other .Even STEPHEN has begun to begrudgingly enjoy this , even as he starts COUGHING . JANE gets up and goes to pat STEPHEN 's back over theFOLLOWING :JONATHAN looks to JANE for translation again -JONATHAN , impressed , looks at STEPHEN .Stephen thinks it a fair exchange .JONATHAN declines , troubled by the tension between the couple .

- Quantum Theory, the laws that govern the very small -- electrons, particles so on -- and General Relativity...

Under a STARRY sky - JONATHAN helps STEPHEN sip his coffee . STEPHEN accepts this now .

JONATHAN puts on his JACKET to go - JANE and STEPHEN see him off .STEPHEN looks to JANE for her reaction . JANE senses EMOTIONAL DANGER and , frightened , merely smiles .He exits . JANE shuts the door .

JANE puts PILLOWS behind STEPHEN , who now sleeps almost upright in bed . She then takes off her BATHROBE and gets into bed herself .Beside him in bed , she kisses his cheek and then lays her head on his frail chest . MUSIC UP : BACH PRELUDE , as played by JONATHAN on PIANO , over - MONTAGE : A ) ( MOVED TO : POSITION `` G '' in MONTAGE ) A1 ) The CAM RIVER . A PUNT on a SUNNY DAY drifts under the BRIDGE OF SIGHS - in the front of the PUNT , JANE cradles STEPHEN and ROBERT and LUCY . JANE smiles at - - JONATHAN , who is POLING them . He smiles back at her . B ) HAWKING FRONT ROOM . JONATHAN plays the BACH PRELUDE divinely on JANE 's PIANO , as - JANE , BESIDE HIM on the piano stool , turns the pages . STEPHEN watches without jealousy and with enjoyment . C ) HAWKING BATHROOM . JONATHAN takes STEPHEN to the TOILET . D ) When JONATHAN and JANE pass each other in the KITCHEN , and JONATHAN quite naturally takes her hand . JANE , surprised , looks at him . He SMILES at her . Their FIRST TOUCH ! We can see that the temptation to act further on their feelings is now HUGE for both of them , but they do nothing . JANE forces herself to break away , hurries into the next room to be with STEPHEN , the kids and a train set . JONATHAN is left to deal with his feelings . He sighs , sublimates them , then returns to his domestics . E ) BRANCASTER BEACH . SUPER-8 FOOTAGE of their day at the beach ... STEPHEN 's wheelchair sits on the sand at the water 's edge , his trousers rolled up , water lapping his naked feet . STEPHEN helplessly watches from his wheelchair as JONATHAN engages in some playful rough and tumble with ROBERT and LUCY , kicking a FOOTBALL back and forth . JANE watches on . JONATHAN cradles STEPHEN as they sit there and look out to sea , both men carefree and happy , STEPHEN accepting of JONATHAN 's care now . They appear as FRIENDS now .

The CHOIR sings a beautiful CAROL . The CAMERA finds JANE - singing nervously - the only SINGER NOT LOOKING at JONATHAN - her eyes are glued on her hymn sheet . In DENIAL .CUT TO :After the Rehearsal , the CHOIR leaves . JANE and JONATHAN clear up the hymn sheets . She passes her pile to him . He puts his hand on hers . She withdraws her hand .She looks at him for the first time that evening -He takes her by the arm , and leads her out of the church .

Everyone is gathered for the CHRISTENING PARTY - STEPHEN , JANE , their PARENTS , ROBERT , LUCY . BRIAN takes PHOTOS of EVERYONE . JANE places the new BABY ( TIMOTHY ) into STEPHEN 's LAP ( and carefully holds TIM there as STEPHEN can no longer hold a baby ) as - - JONATHAN takes a PHOTO of the MOMENT . ANGLE ON : FRANK HAWKING , scowling at JONATHAN .

LATER . As the party continues , FRANK sits with STEPHEN . FRANK glances at JONATHAN , who brings drinks for the ladies . He turns to his son .STEPHEN glances at JONATHAN .

ISOBEL HAWKING follows JANE into the kitchen .JANE , turning , wheeling on ISOBEL , shocked .ANGLE ON JONATHAN , appearing at the door , unseen by the WOMEN . He overhears the following .JANE turns - sees that JONATHAN is standing in the DOORWAY . JONATHAN exits ...

JANE chases JONATHAN - stops him .He walks off . REACTION JANE : Distressed . ANGLE ON : STEPHEN , at the WINDOW , watching this - CONCERNED .

JANE does her daily NURSE chores , among these applying hand lotion quickly to STEPHEN 's hands - she does this ROUTINELY . ( This will contrast , later , with how Elaine applies the hand lotion . )JANE nods , sensing they are at a crossroads . She looks away , on the verge of tears .JANE looks up at him . Her thoughts racing . BOTH understand the significance of this . She looks into his eyes to establish if he is sure . The look he gives her confirms this .

STEPHEN motors up the CHURCH AISLE with TWO BOTTLES OF BEER in a PAPER BAG at his side going `` CLINK , CLINK , CLINK '' . JONATHAN clearing up after a CHOIR PRACTICE turns - stares at STEPHEN .CUT TO :FRONT ROW of the PEWS . JONATHAN and STEPHEN , side-by-side , stare at the ALTAR . JONATHAN spots the BEER BOTTLES in STEPHEN 's LAP .JONATHAN opens the TWO BEER BOTTLES , tucks his handkerchief under STEPHEN 's chin , and then tips the beer into STEPHEN 's mouth .STEPHEN grins . The two men stare at the ALTAR , aware of the significance of this moment . STEPHEN sneaks a glance at JONATHAN . And then -JONATHAN sighs deeply .

A YOUNG MALE STUDENT CARER , loads the last of STEPHEN 's LUGGAGE into a TAXI . STEPHEN is already in the back of the TAXI with SARAH , a carer . JANE supervises , worried .She then goes to STEPHEN 's open window .She kisses his cheek . The MALE STUDENT and SARAH get in the cab , which DRIVES OFF . JANE smiles and waves till the cab has gone . She slowly turns and re-enters her home .

JANE , the two youngest CHILDREN and JONATHAN play hide-and- seek in the college garden .JANE searches for the CHILDREN ... she instead sees - through the undergrowth - MEN 's SHOES ! She rises . It 's JONATHAN standing there . They look into each other 's eyes . What will they do now ?

JONATHAN drives , ROBERT is in the PASSENGER SEAT . JANE is in the BACK SEAT with LUCY - ( TIMOTHY is absent ) . JANE and JONATHAN make eye-contact via the rear-view mirror .

Before the show starts , STEPHEN in his WHEELCHAIR in the AISLE , happy , as we hear the ORCHESTRA tuning . He is flanked by SARAH and the MALE STUDENT .

They erect TWO TENTS . Jane and the kids one , Jonathan the other .

LATER - JANE creeps out of the tent in which LUCY and TIM are sleeping . There is a third sleeping bag in there - her own . JANE then goes to the adjoining tent - JONATHAN 's . JANE PAUSES for a moment , bites her lip , breathless , unable to make herself enter the TENT . Just then , JONATHAN unzips his tent and emerges . They LOCK EYES on each other - an incredibly charged attraction between them . He reaches for her HAND . She is shaking . TOGETHER they go into JONATHAN 's tent . END ON : the zip being closed again .

STEPHEN coughs a few times as he listens to the PRELUDE of the RING CYCLE . HIS POV of : The DARKENED STAGE , a black void , but for a BURNING RING at its centre . STEPHEN begins to cough a little harder , then a little harder . The CARER , SARAH , at his side , finally takes note and holds a WHITE HANDKERCHIEF up to his MOUTH . He SUDDENLY COUGHS BLOOD !

STEPHEN 's POV of the THEATRE CEILING as he is stretchered out of there .

JANE stands in a phonebox , then slams down the PHONE and rushes back to the CAMPSITE in panic .

The VOLVO drives through the night . Takes an exit marked `` GENEVA '' .

STEPHEN lies quiet and still , his eyes closed . JANE looks down on him . She has GUILTY tears in her eyes . The SWISS DOCTOR enters , speaks with JANE ... Tout en Francais ... with ENGLISH SUBTLTLES .JANE switches to ENGLISH -JANE stares at him - deeply upset but finally manages to SAY -JANE looks pale and weaker than we have ever seen her .

He has pneumonia. He is on a life- support machine. I am not certain how long he will live.

I need to know whether my staff should disconnect the ventilator?

If we try to bring him round from the anaesthetic it is not sure he will survive resuscitation.

Are you sure this is what you want? The only way of weaning him off the ventilator would be to give him a tracheotomy, a hole in the neck, by-passing the throat. He will never speak again.

On the tarmac , the two HAWKING children are led toward a BA FLIGHT ( in the far distance ) by an AIR-HOSTESS . Meanwhile , A small AIR-RESCUE PLANE nearby awaits JANE and STEPHEN . STEPHEN is just then being loaded on board . JANE turns and faces JONATHAN . A private moment . Her LOOK OF SADNESS speaks volumes . He NODS - he KNOWS .She NODS , SADLY . Her eyes start to well up . His too . It 's a break-up . Turning to look back to the plane ...JONATHAN nods . She KISSES him on the cheek and he presses his cheek against hers . They both hold onto each other for a moment , knowing it 's their final embrace , and then she hurries , tearfully , toward the WAITING PLANE , leaving him standing there .

JANE , is gowned for theatre . With an ENGLISH DOCTOR she watches the OP through a window .ANGLE ON : JANE 's POV - of the surgeon picking up a MARKER- PEN ...

... A SURGEON prepares to perform a TRACHEOTOMY on STEPHEN - marking the spot on his neck with the MARKER PEN , and then picks up the SCALPEL ... about to make the INCISION ...

STEPHEN opens his eyes , looks around him . He is alone . He opens his mouth to speak . We hear only a slow exhale of air , through the off-screen tracheotomy hole . He PANICS , and has to be soothed by a NURSE .

LATER . STEPHEN is turned on his side , his back to camera . JANE enters . APPROACHES . ANGLE ON : Her POV of STEPHEN as she approaches , revealing the side of his face , and then finally , his neck with the TRACHEOTOMY HOLE . She ca n't help it . Her hand JUMPS UP to cover her mouth as she gasps .

Recuperating in his chair in the sun , staring out of the window at - a BIRD PERCHED which alights a branch . STEPHEN has never looked more depressed . Or alone . There is a plastic FLANGE over the TRACHEOTOMY HOLE . ANGLE ON the FINGERS of his right hand , resting on the arm of the wheelchair . These , at least , can still move .JANE moves into STEPHEN 's limited POV - holding a CLEAR PLASTIC SCREEN - an E-TRAN `` SPELLING '' BOARD , on which 6 groups of characters are arranged .STEPHEN says nothing .As JANE 's eyes fill with TEARS ... STEPHEN just keeps looking at her ... then TRIES TO SPEAK . His mouth moves ... but nothing - nothing ever again ! - will ever come out ! It 's a heart-breaking moment -- for both of them -- and when TEARS appear in his eyes , she ca n't stop her own TEARS from falling .

STEPHEN gloomily reads a newspaper with the help of a READING FRAME , when - JANE enters .Enter : ELAINE MASON . She is attractive . Exit : JANE , touching ELAINE supportively on the shoulder .He stares at her , as - - ELAINE goes and gets a CHAIR , taking an interest in her , UNTIL - - ELAINE turns and catches him look at her . Swiftly , STEPHEN turns his eyes back to the NEWSPAPER . ELAINE looks at him a moment longer , surprises to see that STEPHEN is not unlike any other man in this regard . A faint smile appears . She sits in front of him .

So then - Professor. How are you? My name is Elaine. I'm going to be your nurse, would you like that? No? Well- we'll work it out.

Red group -- Yellow letter. T. Green group -- Black letter. E. Green -- Green. A....T.E.A. Tea.

You've memorised the board. Of course you have. What kind of tea? Blink when I say the group that has the letter you want. Green, Yellow, Blue, White, Black, Red...

Green group. And the letter in that group? You know their colours, I know you do. Green, Yellow -

I think he's the most brilliant man I've ever met. You're very lucky.

And he's the perfect patient. Looking after him is so much easier than other patients I've had.

And sooo funny, oh my God. When you read about him people do n't tell YOU -

You do n't have to be embarrassed around me, Professor. I know what men are like.

ELAINE holds the E-TRAN BOARD and writes down a letter , then looks up at STEPHEN - sees through the clear perspex immediately what group he is looking at . She does n't have to call out the colours - knows them . ( See her POV of him through the board so we establish the eye-line principle . ) She is BRILLIANT at this . STEPHEN 's eyes FLICK from GROUP to GROUP , no BLINKING going on .They look at each other . And then she has an IDEA . She PUTS DOWN THE BOARD . They look at each other ...He BLINKS . She has MEMORISED the BOARD too -A breakthrough . They are both EXPERT .He GRINS . She SMILES . She goes to get him some TEA .

ELAINE , smiling , enters hall ( from the LIVING ROOM ) and bumps into JANE , who has just arrived home with GROCERIES . They stop in front of each other .JANE ca n't fail to see how enthralled ELAINE is .

STEPHEN sits in the armchair , propped up by cushions , while a TECHNICIAN bolts the NEW COMPUTER SCREEN onto STEPHEN 's WHEELCHAIR . JANE watches .ELAINE enters -CUT TO :JANE and ELAINE hoist STEPHEN into the new chair .The TECHNICIAN sets a pressure-sensitive 'clicker ' in STEPHEN 's hand . The SCREEN suddenly floods with COMPUTER CODE . REFLECTED in the glass is the WIDE-EYED FACE OF STEPHEN . JANE and ELAINE sit on the couch together watching - The TECHNICIAN demonstrates - builds a sentence for STEPHEN , selecting one LETTER at a time . STEPHEN is all concentration , observing how it is done .STEPHEN looks back at the screen , then CLICKS ONCE . The COMPUTER comes to life and says STEPHEN 's first words in months .STEPHEN stares at JANE - incredulous . JANE stares back at STEPHEN - horrified .STEPHEN looks bewildered .

A guy called Walt Woltosz invented the software. Uses a very simple interface that scans through the alphabet and allows each letter to be selected one by one. Using this technique, the Professor can expect to write at about four words per minute.

What I've done is -- use components from a telephone answering system actually -- to convert the written text into synthesized speech. The voice sounds a bit robotic, but...

In a quiet moment , STEPHEN sits alone , trying out the new device . His face shows SADNESS , BLEAKNESS . His eyes move back to the COMPUTER SCREEN . His fingers CLICK-CLICK-CLICK on the monitor . And finally we hear - his sadly moving homage ( to `` 2001 : A Space Odyssey '' ) .Finally - he SMILES . He has cheered himself up .

Through the OPEN DOORS into the LIVING ROOM we hear TIMOTHY squealing with joyous delight , then see him run out - As TIM passes out of shot we hear then see STEPHEN slowly motor out of the LIVING ROOM , chasing him , with - - a LARGE BROWN PAPER GROCERY BAG OVER HIS HEAD ( TWO EYE- HOLES cut in it , a SMILE DRAWN over the mouth ) as STEPHEN 's voice-synthesizer loudly proclaims the DALEK war-cry from DOCTOR WHO as STEPHEN chases his son around :

JANE approaches as STEPHEN writes , CLICK , CLICK , CLICK . His eyes turn to her as she hears :STEPHEN clicks . She moves to look at his SCREEN . TIGHT ON SCREEN as he selects : T I M E .She smiles at him . MONTAGE : A ) The HANDS ON A CLOCK turn very quickly , TIME running fast . B ) STEPHEN motors down the cloisters of his college .C ) His PALSIED RIGHT HAND clicks the CLICKER , as he works at home at night .D ) A PRINTER prints out the text we hear in V/O -E ) He works in office at DAMPTP .He SMILES . F ) He motors by the college at sunset .

ELAINE opens his LETTERS , and looks at him . STEPHEN works on his book - it 's slow laborious work . CLICK , CLICK , CLICk ... ELAINE picks up , from the mail , a SEALED COPY of PENTHOUSE MAGAZINE ( Addressed to : `` KIP THORNE c/- PROF.S.HAWKING '' ) .STEPHEN looks over at her - sees the MAGAZINE , that ELAINE , smiling , is starting to UNWRAP . He urgently types a voice message - click , click , click - but he is n't fast enough - she has opened it . Too late he clicks `` PLAY '' -She surprises him by crossing the room and opening the PAGES of the MAGAZINE for him .SURPRISED , STEPHEN finds himself with the PENTHOUSE open before him . He looks at the MAGAZINE , then at ELAINE , then at the MAGAZINE . Just then - office DOOR OPENS . Enter , SCIAMA . He stops when he sees the MAGAZINE .He exits , blushing . STEPHEN grins . ELAINE bursts out laughing .He SMILES at her - falling in love with her . She detects this , happily .

STEPHEN , alone , continues to write , one painstaking word at a time .

JANE , exhausted , rubbing her eyes as she PROOF-READS STEPHEN 's text , like the old days . She pauses , looks up , into the next room , at - - ELAINE laughing at something the grinning STEPHEN has said . JANE resumes work on STEPHEN 's BOOK .

STEPHEN still working - CLICK , CLICK , CLICK ... TIGHT ON SCREEN : `` A HISTORY OF TIME '' He ponders this . Then has an idea . CLICK , CLICK , CLICK . He inserts `` BRIEF '' into the title . He stares at the screen .

TITLE PAGE is spat out of PRINTER : `` A BRIEF HISTORY OF TIME . '' While reading the LAST PAGE manuscript for his book , JANE stops and is stunned by something she reads . She rises , and rushes - with the LAST PAGE - into the next room where -

CLOSE ON : A PHOTO of STEPHEN and a MARILYN MONROE LOOK-A- LIKE , hangs on the wall .Beside the PHOTO , ELAINE finishes SHAVING STEPHEN - then steps away to pick up some HAND LOTION . She inadvertently show him some LEG . STEPHEN notices . ELAINE laughs , and starts to massage LOTION , almost lovingly , into his HAND . JANE announce her presence .ELAINE comes over to JANE , still chuckling .REACTION JANE : Slightly ruffled feathers . She exits .

JANE walks in , holding a page from the MANUSCRIPT . STEPHEN is 'typing ' a message .STEPHEN types his reply .But as he continues to CLICK , feverishly , she excitedly exits , before he can add another word . He tries to generate the next word before she disappears but he is alone again by the time his computer belatedly spits out -He sags , frustrated that he was not fast enough to set her straight - but then she comes back in -STEPHEN decides not to respond .STEPHEN click-click-clicks , then -She smiles . She kisses him on the cheek , and then as she starts to leave - - on his SCREEN - STEPHEN selects the message he was writing earlier ... clicks `` PLAY . '' We hear -He clicks `` STOP '' . She nods , sadly . He smiles , sweetly . Both accept what is happening , but sadly .CLICKS 'PLAY . 'JANE smiles , warmly . STEPHEN writes .She tries to smile .STEPHEN writes . She waits . His eyes flick between his screen and her .We 've had so many . The look in his eyes is his eloquent reply . Emotion overcomes JANE . Can this really be how it ends ? It 's so sad and bizarre and they both realise it in this moment . She tries to hide her tears by walking away from him and turning her back , hiding her face . STEPHEN watches her , as aware of the enormous significance of this moment as she - then slowly - slowly - motors toward her . He stops just behind her , then nudges her leg , ever so gently , with his own lifeless foot , the way a pony will nudge its familiar rider . He clicks `` PLAY '' -She turns back , CROUCHES , comes down to his level - right in front of him , eye to eye -As TEARS form in his own eyes , he BLINKS ONCE at her - the only form of communication that feels right in that moment , and she understands all that it means . She smiles through her tears as she SMOOTHS HIS HAIR . Finally - words are not needed .

TWO MOVERS pack STEPHEN 's PRIZES and MEDALS , lifting them from the SIDEBOARD , as - JANE watches , hiding her emotions .

The window is dominated by a single display for STEPHEN 's book - A Brief History Of Time .

CLOSE ON : The SUNDAY TIMES NEWSPAPER . The BEST-SELLER LIST . ECU on : A BRIEF HISTORY OF TIME , at NUMBER 1 . Weeks : 8 WIDE . JANE and her MOTHER , BERYL , at the dining table , the PAPER spread out before them .JANE is touched .BERYL does n't know what to say . Yes it was .BERYL ponders this :JANE looks at her mother quickly - `` attractions '' ?BERYL gently grabs JANE 's wrist -JANE , wipes her eyes , smiles sadly .

The CHURCH in winter - a dusting of snow on everything . To the sound of ORGAN , SINGING CHOIR and CONGREGATION , the front doors open , and the VICAR appears to shake the hands of the first departing church-goers .

The SERVICE is over . The congregation departs , revealing - - JANE in her seat , still reading a prayer book , as - - JONATHAN walks up the nave , toward her , chatting with the departing CHORISTERS . It seems that he has n't noticed JANE and he passes close by , seemingly without seeing her . She averts her eyes . Then suddenly she feels a HAND brush her shoulder . When she turns to look , JONATHAN has walked past , and is still avidly talking to the CHORISTERS , heading for the main doors . JANE , with a beating heart , turns forward again and hears - - the FRONT DOORS of the church close . She is alone . She starts to cry in the empty church - thinking she has lost him forever , but then -- -- she hears SOFT PIANO MUSIC . She turns . Yes , music is coming from above . She rises , and moves toward the sound .

JANE slowly walks TOWARD THE SOUND OF THE PIANO , which slowly grows louder , louder , until - - with a pounding heart , she discovers JONATHAN , at the piano , gently playing his beloved Bach . Only eventually does he raise his eyes and smile at her , a smile which expresses his hope that she would come to him . She smiles back , her heart ready to burst . ___________________________________________________________

STEPHEN , accompanied by ELAINE , motors down the HALLWAY/LOBBY TOWARD - - FANS and PRESS , waiting at the DOORWAY to the AUDITORIUM . Some FANS , autograph hunters , hold copies of `` BRIEF HISTORY '' for STEPHEN to sign . Others just want to take PHOTOS . The general impression ? STEPHEN is now a ROCK STAR . After a MALE FAN gets his PHOTO taken with STEPHEN - a FEMALE FAN ( at the head of a sudden queue of FANS bearing copies of `` BRIEF HISTORY '' ) holds out a PEN to STEPHEN ...ELAINE , gestures for STEPHEN to give his standard reply . He mouse-clicks once .The FANS all laugh and all say `` YES , YES , YES ! ''

AUDIENCE APPLAUSE , continues over - a CU on the blackboard of the word : `` TIME . '' WIDE : A packed lecture hall . ANGLE ON : ELAINE , watching from the side of the stage . ANGLE ON : SCIAMA and a COLLEAGUE . SCIAMA now steps forward , to applause .As STEPHEN motors onto the stage , to applause -GUEST 1 , stands and reads her question from a SLIP OF PAPER . ( All the Questioners will do the same . )STEPHEN stares at the AUDIENCE , who wait awkwardly for a reply . It 's as if STEPHEN wishes to speak with his own voice , and is struggling to do so . In failure his eyes turn sadly to his screen , and then clicks the pad in his hand . WE HEAR :Laughter .Even bigger LAUGH . APPLAUSE .LAUGHTER .LAUGHTER .LAUGHTER . As GUEST 5 rises and starts to speak , the volume goes down on this question ...CLOSE ON STEPHEN , slipping into a reverie as - he notices the CAP of a YOUNG LADY 's PEN falls off the front lecture bench and drops to the floor ... ( in SLO MO ) . STEPHEN stares at the fallen CAP . ANGLE ON : GUEST 5 , MUTED , his mouth still moving ... ANGLE ON STEPHEN gets an idea . He wants to go and pick up that fallen CAP ... Miraculously , the muscles in his slackened face start to stir ... slowly his distorted expression straightens ... his slumped head stirs and moves ... his fingers stir ... his feet ... his legs ... he slowly , slowly straightens in his wheelchair , and not only this ... he even begins to rise painfully out of it , at last standing on his own ... Standing , he crosses the floor , picks up the fallen CAP , and holds it out the pretty YOUNG LADY . She smiles at him , not at all astonished !CUT TO :GUEST 5 - we can hear him now .ANGLE ON : STEPHEN - back in his chair , as at the start of the scene , heart-breakingly unable to do what he wishes .ANGLE ON : The CAP on the floor , just where it had fallen . ANGLE ON : STEPHEN , in his chair - then on MEMBERS of the AUDIENCE , being greatly stirred by the following words -APPLAUSE , STANDING OVATION .ANGLE ON : ELAINE , clapping - proud . ANGLE ON : STEPHEN , in his chair , on the stage , sees ELAINE . Smiles . ANGLE ON : BRIAN and SCIAMA clapping . ANGLE ON : STEPHEN , surprised by the reaction .

How have you been able to deal with all the physical challenges you face?

Now you are recognized everywhere, how do you deal with all the attention?

In 1979 you talked about the possibility of a theory of everything being discovered before the end of the century.

You have said you do not believe in God. Do you have a philosophy of life that helps you?

JANE is studying again , going through her IBERIAN POEMS , when JONATHAN walks in with the MAIL , and sets one LETTER in front of her . JANE opens it .JONATHAN reads her card , and then look at her , surprised .

We are BACK in the FIRST SCENE OF THE MOVIE . JANE moves close to STEPHEN . They look at each other in the eyes for the first time in a long while . They finally SMILE tenderly , and then -STEPHEN 'S POV as - his glasses are removed from his nose by JANE , cleaned , and then replaced on his nose . He is moved by this old ritual . The HAWKINGS then sit silently , but happily , surrounded by exquisite paintings and furniture .

STEPHEN and family - JANE , ROBERT ( 23 ) , LUCY ( 19 ) and TIM ( 10 ) - roll up past pillars toward a SET OF ORNATE DOORS which open magically to reveal - QUEEN ELIZABETH II standing by a distant mantelpiece .

In the garden , the HAWKING children play as freely as in their own , while STEPHEN is lifted to the bottom of a set of steps by two EQUERRIES . Left unattended , he motors forward a short distance and stops to watch his children . Fulfillment floods into his expression . A moment of deep satisfaction . He then looks around for JANE , finally making his CHAIR turn around . He sees her - some distance away . She has detained one of the EQUERRIES .JANE hands the EQUERRY a card , and smiles . The EQUERRY nods , retires . JANE sees STEPHEN . She walks up to him . Together they watch their children . TIGHT ON STEPHEN : His eyes move from the kids , playing in this paradise , to the screen , where he types something ... JANE sees he is writing something . She crouches beside his wheel-chair as the LETTERS FORM .He smiles , stops writing , looks at her with warmth , and she at him . She KISSES him on the cheek .They look into each other 's eyes , and then starts writing AGAIN -ANGLE ON SCREEN : as he chooses letters from the streaming alphabet . As each word forms it drops onto the line where he builds this following sentence - `` L O O K WHAT WE MADE '' On his next click - `` PLAY '' - we -SNAP TO :

A BIG CRUNCH galactic moment - a supernova in reverse , from explosion to reconstituted star , then cut to - A CG MODEL OF THE UNIVERSE contracting - the stars converging , moving back together , toward the universe 's first moment . TIME 'S ARROW has been REVERSED ... MONTAGE - sweeping us backward through TIME , a series of scenes from the film in reverse chronology ... A ) REWIND FLASHBACK TO : STEPHEN 's silent , wheelchair-bound tender look of love after JANE has said `` I have loved you '' B ) Where before the doctors marked Stephen 's throat for the tracheotomy operation , in reverse we now see the markDISAPPEAR .C ) Where before Jane supported the new born baby Timothy in Stephen 's lap then scooped the baby up and out of frame -- in reverse we see the baby magically land in Stephen 's lap . D ) Where before Lucy and Robert are sat on Stephen 's lap and then jumped off and ran away as Stephen chased them in his electric wheel chair -- in reverse , they run backwards into his lap . E ) In reverse , we see STEPHEN walk backwards and first sit down into the wheel chair . F ) Where before Stephen dropped his fork during the dinner party -- in reverse , the fork leaps from the table and back into Stephen 's hand . G ) The wedding tableaux with ROSE PETALS now in reverse , the petals travel upwards . I ) Where before STEPHEN stumbled and fell hard in the quad -- in reverse , he is lifted off the ground . J ) Where before STEPHEN and JANE beheld the fireworks at the May Ball -- in reverse the fireworks implode into black holes . K ) Where before STEPHEN knocked over a cup of tea whilst working at his desk -- in reverse , the liquid leaps back into his cup . L ) At the MAY-BALL , they KISS , then DANCE on the BRIDGE . M ) At their first meeting at the party , JANE stands at the door , and SEES STEPHEN for the FIRST TIME . He SMILES at her . FREEZE-FRAME on this ... .and then - N ) We JUMP INTO SPACE - TRAVEL FORWARD THROUGH SPACE , through the NEBULAE and COSMIC MATTER , travelling at the speed of LIGHT , approaching a single point in space , a SINGULARITY , a BLACK HOLE . As we disappear into it ...SNAP TO BLACK .INSERT TWO CARDS : CARD ONE : A BRIEF HISTORY OF TIME HAS SOLD MORE THAN 10 MILLION COPIES WORLDWIDE . AT 72 YEARS OLD , STEPHEN HAS NO PLANS TO RETIRE AND CONTINUES TO SEEK A THEORY OF EVERYTHING . HE DECLINED THE OFFER OF A KNIGHTHOOD FROM THE QUEEN . CARD TWO :JANE HAS HER PHD IN MEDIEVAL SPANISH POETRY . SHE AND JONATHAN ARE HAPPILY MARRIED . JANE AND STEPHEN REMAIN FRIENDS AND NOW HAVE 3 GRANDCHILDREN ROLL END CREDITS . ENDS

lies spread out beneath us in all its splendor , like a bargain basement Promised Land . CAMERA SOARS , DIPS , WINDS its way SLOWLY DOWN , DOWN , bringing us IN OVER the city as we : SUPER MAIN TITLES . TITLES END , as we - SPIRAL DOWN TOWARD a lush , high - rise apartment complex . The moon reflected in glass . CAMERA CONTINUES TO MOVE IN THROUGH billowing curtains , INTO the inner sanctum of a penthouse apartment , and here , boys and girls , is where we lose our breath , because - spread - eagled on a sumptuous designer sofa lies the single most beautiful GIRL in the city . Blonde hair . A satin nightgown that positively glows . Sam Cooke MUSIC , crooning from five hundred dollar SPEAKERS . PASTEL colors . Window walls . New wave furniture tor - tured into weird shapes . It looks like robots live here . On the table next to the sleeping Venus lies an open bottle of pills . next to that , a mirror dusted with cocaine . She rouses herself to smear some powder on her gums . As she does , we see from her eyes that she is thoroughly , completely whacked out of her mind . She stands , stumbles across the room , pausing to glance at a photograph on the wall : Two men . Soldiers . Young , rough - hewn , arms around each other . The Girl throws open the glass doors . steps out onto a balcony , and there , beneath her , lies all of nighttime L.A. Panoramic splendor . Her hair flies , her expression . rapt , as she stands against this sea of technology . She is beautiful . On the balcony railing beside her stand three potted plants . The Girl sees them , picks one up . Looks over the balcony railing . It is ten stories down to the parking lot . she squints , holds the plant over the edge .Drops the plant . Down it goes , spiralling end over end - until , finally . BAM - ! SHATTERS . Dirt flies . A red Chevy is now minus a WINDSHIELD . The Girl takes another plant .She drops it . Green Dodge . Ten stories below , BAM Impact city . Scratch one paint job . Grabs the final plant and holds it out , saying :POW . GLASS SHATTERS . Dirt sprays . A blue BMW this time . The Girl loves this game . her expression is slightly crazed . She reaches for another plant - There aren.t any . Her smile fades - And for a moment , just a moment , the dullness leaves her eyes and she is suddenly , incredibly sober . And tears fill her eyes as she looks over the edge -And jumps the railing . Plummets , head over heels like a rag doll . Hits the yellow car spot on . She lies , dead , like an extinguished dream . Still beautiful .

FOUR TOUGH - LOOKING DOCK WORKERS are camped out under the pier , warming themselves around a small bonfire , laughing loudly . Christmas decorations dangle above them from the pier , and empty beer cans litter the sand around them . CAMERA PUSHES IN to discover an old collie tied to one of the pilings . Then we realize that the dog is being tor - mented by the dock workers . They flick lighted matches at him . Shake their beers and spray him in the face . These guys are not rocket scientists . The dog cowers , tugging bn the rope . Tries to get away . All to the great amusement of its tormentors . One of them turns , laughing - As a shadowy FIGURE strides calmly up to the fire : Long hair . Cigarette dangling from - lower lip . Shirt - tails hanging loose below the waist . Nothing threatening in his manner as he plops down beside the men , smiling . They are immediately on their guard .Riggs smiles at him innocently . Strokes the collie 's fur with one hand . With the other , he reaches intb a paper sack and produces , a spanking new bottle of Jack Daniels , possibly the finest drink mankind has yet produced .The dock workers exchange glances . There seems to be no harm in this . One of them frowns :Riggs shakes his head , laughs .At which point , appropriately enough , Punk # 4 shakes a beer and sprays it in the old collie 's face . The DOG pulls away , WHINING . Riggs leans forward .And then , he proceeds to do a peculiar thing : He starts to talk to the dog - in what seems to be the dog 's own language . Very weird , folks . He coos , snuffles , barks softly , then withdraws , listening , his ear to the dog 's muzzle . Riggs nods . Frowns . The others look on , puzzled . Then Riggs looks at each of the four dock workers .A pause . Uncomfortable . Then -The others snicker . Riggs simply nods .And once again , begins to confer with the dog . Listens intently , piecing together what he is hearing .He ruffles the dog 's hair . The men are more puzzled than ever as Riggs turns and says :Everything stops . A cloud passes over the assembled faces and a pin - dropping silence ensues . Riggs , completely heedless , once again attends to the dog :He looks up , shakes his head .The one in the middle grabs Riggs by the collar . Hoists him to his feet . Gulp . Stands , staring down at Riggs , whose eyes are completely neutral , like a snake 's .He flicks open a mean - looking switchblade . Riggs is dead meat . So why then , does he choose this moment to execute a Three Stooges . routine , consisting of nose tweak , eye gouge , and rotating fist that bobs the dock worker on the head ? He 's nuts or something . Riggs steps back and adopts a neutral fighting stance . The others begin to circle . The DOG BARKS . Riggs turns to the dog , but his eyes never leave his grinning attackers .Circling . Riggs , watching them , his eyes beginning to dance . Breathing slow and even .Something inside Riggs is gearing up . the others can perhaps sense it , their smiles falter a bit , they crouch , combat - ready . Riggs , eyes blazing .We know from the look in Riggs . eyes he 's nuts . He wants the fight , badly , all four of them at once . And then Punk # 1 springs . Big mistake . Needless to say , mincemeat is made of the four meddlesome dog - torturers . The beach is littered with their writhing forms as Riggs does , finally , what he set out to do : Unties the dog . Starts to go . As he does , he pats his shirt . Pats his jeans . Realizes his wallet has flown free during the fracas . Scoops to retrieve it from its resting place on the sand , where it lies open , and as it lies open , yes , folks , that is a badge we see . Riggs , we realize , is an officer of the law . He lights a cigarette and notices the collie , seated . Frowns :He begins to walk away . The dog remains close at his heels . Following him .The dog sits obediently and Riggs walks away . He can.t help it , looks back over his shoulder . Sees the dog watching him with a beseeching expression . Pitiful .He signals the dog .The COLLIE BARKS happily and dashes toward him through the surf , kicking up sand and water . As they shuffle off against the palm - lined skyline , we hear , supered , Riggs . voice .And so on as we .

Huh - You know what? He says he doesn.t want you to spray beer in his face. He says he just hates that.

What? You want. oh. Oh, hell no, I couldn.t do that. Nossirree bob, you little nut.

What's that? The one. in the middle. is a stupid fat duck. What?

What's that? You want me to take the knife away. and break his elbow?

And if I separated the fat one's shoulder. he.d probably scream. No doubt about it.

. Ninety - seven - fifty. Sixty. Seventy - five. Okay, there's ninety - eight dollars and twenty cents.

I take your complete stash, okay? I take it all. For free. And you assholes go to jail.

I could read you your rights, but. nah. You guys know what your rights are.

You callin. me crazy!? You think I.m crazy! You, wan na see crazy? I.ll show you crazy! This is crazy!

Military switched from Colt to Beretta in 1985. It's a better piece. Wide ejection port, no feed jams, no stovepipes.

File do n't lie. Look, friend, let's cut the shit. We both know why I was transferred. Everyone thinks I'm suicidal, in which case I'm fucked and no one wants to work with me. Or they think I'm faking to draw a psycho pension, in which case I'm fucked and no one wants to work with me. Basically, I'm fucked.

This one is the last cigarette I'll ever smoke. Trick I learned from my dad. I smoke all I want, but when I smoke this one. I'm through.

At least tell me your name. Look, I got ta fill out the little piece of paper. Okay?

YouÒre not the first guy to think of this, you know. EveryoneÒs got problems.

I almost tried this once. Seriously. My wife. Got killed in a car crash. Only person I ever cared about. I never had kids.

WeÒre together on this. You can go if you want. But you take me with you. Makes you a murderer.

What do you wan na hear, man? You wan na hear that I got a bottle of pills in my room? I do. Every day I wake up, I look for a reason not to take them. Doing the job, thatÒs. thatÒs the reason.

I just hope we stay alive long enough for me to buy you a present.

Yeah. We resolved that your wife takes out the garbage. Your daughter smokes pot, which is illegal but shouldnÒt be - that you donÒt know from boats, and you got one hell of a family, guy.

Kill people. Only thing I ever did good. When I was nineteen, I did a guy in Laos from a thousand yards out. Rifle shot in high wind.

Ten guys in the world coulda made that shot. Huh. Only thing I was ever good at.

You donÒt know that. Maybe this is how I look when IÒm having a good time. Maybe IÒm having the best time of my life.

That hooker who witnessed the jump the other night. What was her name?

Right, and sheÒs in Century City witnessing Amanda HunsakerÒs suicide

right, or murder, and my question is. what is she doing there? I called Wilshire Vice, thatÒs not her usual turf.

Okay. Disgusting, but okay : LetÒs say Dixie slipped the drain cleaner into the pills.

Sure. She thinks, terrific, Amanda swallows a couple downers and boom, sheÒs dead. Then Dixie -

Right, right, then Dixie has plenty of time to spritz the place up, get out, whatever.

You do n't understand. This is real pro stuff. Have n't seen this since. well, since the war.

C.I.A. used to hire mercs who used this same setup. Mercury switches.

What else? We bury the fuckers. You know, we solve this, we could get famous, do shaving ads and shit.

They think I'm dead, Roger. I'm a corpse. And are n't they just gon na shit when I nail their butts?

You shoot, you shoot to kill. Get as many as you can. Do n't miss.

So is yours. General Peter McAllister, commander of Shadow Company.

The Department thinks I'm wild. I do n't belong anymore. Not here.

Give that to your dad. It's a present. Tell him I wo n't be needing them anymore.

Palm trees cast shadows on the lawn . Toys , lots of them , littered across the lawn . A Big Wheel , a G.I. Joe figure . Christmas lights are strung across the eaves .

A real gun , a .38 Police Special , dangling in its hol - ster from the back of a chair . Next to it - A real badge , gleaming in the light . It identifies its owner as LAPD Robbery/Homicide . ANOTHER ANGLE A birthday cake comes INTO FRAME . A set of matronly hands places it directly in front of - DETECTIVE ROGER MURTAUGH Seated in the bathtub . He groans , throws a towel over himself , and mutters in mock indignation : Roger is tough : An old - fashioned fighter , wears his past like a scar . Piercing eyes ; cynical . He is surrounded by his family ; wife and three children , names and ages as follows : TRISH : Roughly thirty - eight . She used to be a stunner . NICK : Ten years old . Precocious . CARRIE : Age seven . Eyes like saucers . Adorable . RIANNE : Heartbreaker stuff , Seventeen . Takes your breath away folks . The cake is a real beauty .He blows out the candles . Applause . His gaze lingers on - the cake . Or rather , the message scrawled atop it in icing : WELCOME TO THE BIG 50 The presents arrive .

Next time IÒll just take a beer instead. Why can I have a beer and not a joint? ItÒs not coke, you know, Dad.

Huh. It's illegal. Never put a dead body in an ambulance, son, you got that?

Young lady, stop crying or I.ll give you something to cry about. Damn.

That's it. I.m gon na give you something to cry about. He grabs a copy of Newsweek and hands it to her.

Thank you, Carrie. Hear that, honey, the children think I.m weird.

Where's my thinking? I should.ve checked the floor for egg. Dick Lloyd?

I haven.t talked to him in. shit, twelve years? No, wait a minute, that would make me fifty years old, that can.t be right.

Hello, honey? Give me the number for Dick Lloyd. What? Yes, the man who called me this morning. His daughter just took a dive out a window.

File says you worked for the Phoenix Project in Vietnam, that right?

File says you're registered with Newark P.D. as a lethal weapon.

We served together in ` 65. He saved my life in the La Drang Valley. Took a bayonet in the lung.

Put it in your mouth. Bullet goes in your ear, might not kill you.

ItÒs my birthday, damnit! Fifty years old today! Fifty goddamn years old! Thirty years on the force! Not a scratch on me! Not a scar! I got a wife! Kids! House! Fishing boat! But I can kiss all that goodbye, Ñcause my new partnerÒs got a death wish! My fuckinÒ life is over!

Shut up! Why you talkinÒ to me?! IÒm not here anymore! IÒm gone! IÒm dead! YouÒre gon na see to that! You wan na die - and youÒre gon na take me with you!

Got an address on Amanda HunseckerÒs meal ticket. But remember. this guy isnÒt a suspect yet. WeÒre gon na question him ; not damage him.

See how easy that was? Boom. Still alive. Now we take the gun away.

. And we question him. Know why we can question him? Because I got him in the shoulder. I didnÒt blow him up or jump off a building with him.

Right. Piece of cake. IÒm very happy. Read the man his rights, IÒll be over here being happy.

Dammit, I wanted to guess. Honey, this is Martin, my new partner. HeÒll be joining us tonight, okay?

No trick to it. ThatÒs the front. ThatÒs the back. Water all around. Why you got ta make things so complicated?

I donÒt get you, Riggs. WhatÒs the problem? We got one dead girl and one dead guy. Dead guy killed the dead girl and we killed the dead guy Ñcause he wanted us to be dead guys. Seems pretty easy to me.

Look, her sugar daddy was dealinÒ drugs. She said somethinÒ. or did somethinÒ. or saw somethinÒ she shouldnÒt have, and he pitched her off the balcony into the sweet by - anÒ - by.

Tell you what. Make it through tomorrow without killing anybody. Especially me. Or yourself. Then IÒll start trusting you.

You couldnÒt have it at home, you had to come here at 7:30 A.M. and have it.

We know someone was in bed with Amanda Lloyd the night she died.

Either way, sheÒs got ta make a fast getaway, Ñcause now the bodyÒs public. She hauls ass downstairs.

No. If a guy is hurting someone, I try to shoot him in the arm or something. Just to stop him.

Great. Listen, you ever watch ` Starsky and Hutch'? ` Cause the police, sometimes they need help. They need police helpers. Detectives.

The man at the meter. Can you. picture him in your head? Think about what he looked like. Got it?

Your daughter was n't killed because of something she was into. She was killed because of something you're into. Stop me if I'm wrong.

When you called me the other day, you were gon na blow the whistle, were n't you?

You tell me. You were gon na spill your guts. So they killed your daughter. Tell me I'm wrong.

If you were getting cold feet, why'd they kill Amanda? Why not just kill you?

What's it gon na be, buddy? You gon na save my life, just so you can snuff me twenty years later?

Take this. Until it's over, I do n't want you to let it out of your sight.

They're not going to hurt her. If I do exactly what they say. they'll let her go.

That's it. if you guys think I'm sending you a Christmas card you're nuts.

Do n't blame you. I'm thinking of arresting my wife for cruelty to bacon.

Sucker, if you think I'm gon na cut the world's lousiest Christmas turkey all by my lonesome, you're nuts.

The scorched landscape stretches out beneath a lattice - work of high - tension power lines . Only scrub grass grows here . Rusted railroad tracks wander into the distance , and nestled beside them , like the last stop before death - sits a lonely trailer home . Battered TV antenna . A dirt yard which houses a beat - up pickup truck . Dead garden sprouting weeds . The ground begins to tremble . like an earthquake , RATTLING the POWER POLES , as , without warning - An express TRAIN BLASTS BY CAMEPA and streaks past the trailer at seventy miles an hour .

Now we are inside , the RUMBLING FAINTER . And we are looking at a tired , chiseled face . Etched with line and shadow . Eyes closed , as the shadows from the speeding train strobe across DETECTIVE SERGEANT MARTIN RIGGS . Morning is not a good time for Riggs . The CLOCK RADIO suddenly BLARES to life : ` silver Belllls . It 's Christmas Tiiime in the City . Riggs snaps awake instantly . Alert . Tense . Face bathed in sweat . ANOTHER ANGLE He is not alone . In the doorway sits a thoroughly loveable black Labrador . Sitting stock still . Staring at Riggs , watching him sleep . Tail going thump - thump - thump on the carpet . Riggs sits up . Stares at the dog .He lights a cigarette . Inhales . Coughs and hacks . The TRAIN THROBS by outside , rattling his skull .

And it is a typical morning for Detective Roger Murtaugh . Chaos . The TELEVISION BLARES . Young Carrie Murtaugh wails like a banshee . Her brother Nick tells her to shut up . Trish Murtaugh is burning eggs in the kitchen . Roger Murtaugh enters then , fixing his tie . The following dialogue is fast and furious , tossed over the shoulder as Murtaugh scurries to and fro , getting dressed :She looks .Carrie is still shrieking . Tears stream down her face .He dabs at his tie . Carrie screams . In the kitchen Trish drops the eggs , swears . The PHONE RINGS . Carrie screams .He moves away .He exits the kitchen , crosses the entrance hall . Stops , noticing Rickles the cat , who is happily munching on the remains of Roger 's birthday cake .He swats it aside . Pauses , his gaze lingering on the silent message which gnaws at his guts . THE BIG 50 . He comes out the front door . Flicks off the Christmas lights , crosses to the car . Looks up , and sees - his oldest daughter Rianne . Jogging past . She wears an adorable pair of dolphin shorts . Walkman headphones . She waves .He waves .SERIES OF SHOTS - RIGGS GETTING DRESSED Riggs enters the living room , naked . Scars on his back , the kind you get from knives . Runs a hand through limp hair . Turns on the lamp . As he does - the TELEVISION also springs to life ; hooked to the same circuit . Pops three aspirin from a bottle . Chews them . Opens a bag of peanuts , throws it to the big Lab , who gobbles them down . Eats a sandwich , standing in the middle of his apartment . Looking at the floor . What a lonely fucking guy . Straps on his gun . 9 millimeter Beretta , if it matters . Throws on a jacket . Downs a shot of whiskey . Pauses , looking at a photograph on the wall . Riggs , much younger , along with a pretty and vivacious woman in a wedding gown : his wife . Stares at the photograph . His fingers twirl the whiskey glass with completely unconscious skill . Tense . Tense . twirling the glass . RICHARD DAWSON DRONES from the TV -LRB- our survey says - ! -RRB- . Riggs slings the shotglass . Dead center , SHATTERING the TV SCREEN .

telephone. -RRB- Honey, you know a man named Dick Lloyd? Don.t step in the egg.

The office called. He's been trying to reach you for three days now.

Targets : Human silhouettes with kill zones numbered . Murtaugh enters . Sheds his coat , unholsters the .38 . Steps to the red line . Shifts . Stretches . Cracks his neck . This is a ritual for him . He stops to examine his right hand , holding it steady before his eyes . Except there is a slight tremble . Tiny , but it 's there . He frowns . Braces himself : Cross - draws with lightning swiftness . - BAM ! - The sound is DEAFENING in the closed room . A neat round hole appears in the target . Perfect shot : a neat third eye . Murtaugh smiles . Holsters his gun . Puts on his coat - and sings softly to himself :

Sergeant Martin Riggs is driving . He looks like he hasn.t slept . He certainly hasn.t shaved . The DISPATCH RADIO SQUAWKS . He turns down the MUSIC from the car radio and hears :Riggs hits the gas pedal and PEELS OUT .

All units in the vicinity and Fourteen X - ray thirty - one, shooting in progress at Venice Beach, Washington and Navy. Three victims down, PA en route Fourteen X - ray thirty - one, handle code three.

All units and seven eight twenty - one, possible jumper at the corner of Santa Monica and La Cienega, seven eight twenty - one handle code two.

The sky threatens rain . Cars buzz by as the city awakens . A section of the parking lot is cordoned off by yellow streamers which read : POLICE LINE - DO NOT CROSS , and as we watch , a black and white patrol car pulls up , admitting two beat COPS and a young hooker . Her name is DIXIE , and she is not happy .

Aw, cut me a break. I told you already : she came out on the balcony -

- No, the Chandler fucking Pavillion, of course that fucking balcony, and then she jumped, and then I puked in a trash can. Can I go now?

Had a jumper last night, Sarge. Dixie here was walking by, saw the whole thing.

The sarge drives up and gets out . A BEAT COP Toes by .He crosses to the two Cops and Dixie .She exits . Cop # 2 escorts Murtaugh across the parking lot .They stop next to the Porsche . Murtaugh grimaces .Murtaugh looks stunned . He speaks very slowly :

Name is Amanda Lloyd, age twenty - two, prostitute, one arrest, no convictions. Born Tennessee, parents -

Vehicle is registered to her. She landed right on top of her own car.

Murtaugh stares at the photograph we saw earlier . The two soldiers . One , we can assume , is Dick Lloyd . The other is Murtaugh . Younger , trimmer . He speaks into the phone .

Martin Riggs and three lot employees are gathered around the liftgate of a truck bearing a load of Christmas trees . The truck shields them from the view of customers picking out trees in the lot . The lot employees are actually DRUG DEALERS . They look around nervously in all directions as Riggs tastes a sample of their wares .Riggs lets out a soft whistle at the amount .He pulls out a roll of money and begins to count it out in twenties and small bills .The Drug Dealers exchange dumbfounded expressions .He is about to check his other pocket for change when Drug Dealer One stops him .Riggs is floored . He can.t believe his ears .As he says this , he flips open his wallet and shows his badge . The Drug Dealers at first look startled , then disbelieving .Riggs . eyes begin to blaze . His nostrils flare . Like a maniac , he lunges at Drug Dealer Two .Riggs then proceeds to slap and pummel the Drug Dealer in the manner of the . Three Stooges . complete with . WOO - WOO . sound effects . But he ends the routine by pulling a nine - millimeter Baretta from behind his back and pressing it against the neck of Drug Dealer Two .Dealer One and Three begin to follow orders but Riggs sees a flicker in their eyes that him to trouble . He spins around - a FOURTH DRUG DEALER is behind him with a shotgun . The SHOTGUN EXPLODES . Riggs ducks , allowing Drug Dealer Two to take the full force of the . blast in the face . Riggs rolls in the sawdust FIRING his BERETTA . Dealer Four takes a bullet between the eyes . Dealer Two now has an AUTOMATIC RIFLE in his hand . It CHATTERS in Riggs . direction . Sawdust and pine needles fly in the air - but Riggs is able to blow him away . One more Drug Dealer left . Riggs can.t find him . His eyes dart in all directions . Where is he ?! Behind Riggs , that 's where ! He presses a revolver to the back of Riggs . head , taking Riggs . Baretta from him and tucking it into his belt . Thats when : FIVE NARCOTICS OFFICERS come running from their stakeout positions around the lot . But they stop short when they see that Riggs is being held with a gun pointed to his head . The Drug Dealer begins to move with Riggs toward a van parked nearby .The narcotics officers do n't know what to do . They are frustrated . Helpless . Immobilized . Riggs sees the van looming up . The van means defeat . The van means disgrace . The van means victory for the bad guys , and we know that Riggs would rather die than be the instrument of the Dealer 's escape . CLOSE ON RIGGS AND DRUG DEALER The veins are popping out in Riggs ' neck . The Drug Dealer is getting nervous and panicky . His gun hand is trembling . The barrel of the gun jiggles against the back of Riggs ' head .They move closer to the van . The narcotics officers have their guns poised for action , but do n't dare use them .The Dealer is so freaked now that his grip on Riggs slips momentarily - and Riggs sees his opening . He spins . Kicks the Dealer in the groin . Dislocates his arm - sending the gun flying . Riggs retrieves his Baretta from the Dealer 's belt and shoves the barrel into the Dealer 's face . Riggs ' entire body quakes with rage . His finger begins to squeeze back on the trigger . He wants to kill the guy so bad he can taste it . and yet , he does n't do it . The other officers arrive and step between Riggs and the Dealer . Riggs turns away . Breatliing hard . Adrenalin pumping . He tucks the Baretta into his belt , then notices that his hand is covered with the spilled blood of one of the Drug Dealers . It gives Riggs pause . For a moment , he just looks at it . HOLD ON Riggs . VERY CLOSE . And the look in his eyes .

The tree you can have for nuthin. But the shit is gon na run you a hundred.

Police have seldom looked this busy . Yes , there are RINGING PHONES . Yes , there are CLATTERING TYPEWRITERS . Yes , it looks like a circus . And here comes Captain of Detectives ED MURPHY , moving like an after - breakfast juggernaut . Behind him , a young woman rushes to keep up . The POLICE PSYCHOLOGIST , no less .Murphy shoots her an incredulous look .

Look, Doc, you're way off. Way off. Know what I think? I think Riggs is pulling for a psycho pension.

Yeah. I am sure you're aware the department offers a disability stress pension -

- Except we do n't offer it to everybody, only cops who seem to suffer from

Sure. He wants the cash. Seen it a hundred times. He'll come around.

Sir, with all due respect. I think that's a dangerous attitude to take. May I remind you that his wife of eleven years was recently killed in a car accident, and

I think you're making a mistake by leaving him in the field. He's suicidal.

End of discussion. We're gon na wait. And then, if he offs himself. Well, then we'll know I was wrong.

YouÒre asking me if heÒs stable and IÒm telling you no. WeÒre talking about a man who carves notches in his gun barrel. One for each kill. He blew a man to Pieces yesterday. Is this helping?

Are you kidding? The guyÒs a time bomb. When he goes. stand back.

Rain sweeps in off the desert . Cold . Drenching . Riggs walks slowly toward his trailer home , head down . The RAIN BEATS on him . He does n't notice . Under his arm he carries a large cardboard box .

Riggs enters , soaking wet . Switches on the lamp . Depressing . Jake appears , tail a - thump . Tongue wagging doggishly . Riggs reaches atop the refrigerator , grabs a bag of peanuts . Opens it , tosses it to the dog .Opens the box and removes its contents . Brand new color TELEVISION . Plugs it in . Switches it ON . Sits down with a bottle of whiskey . Drinks . On the screen , the Grinch steals Christmas from the residents of Whoville . ANOTHER ANGLE Riggs opens a drawer beside him , and takes out a bottle of sleeping pills . Picks it up . As he does - the sound of the TELEVISION FADES OUT - silence , dead silence . As Riggs rolls the bottle in his fingers . Slowly , thoughtfully , unscrews the cap . dumps them on the table . Runs his fingers through them . CLICK . CLICK . Stares . Mesmerized . RAIN BEATS on the window .

The RAIN CONTINUES to hammer the lonely little pit which Riggs calls home . L.A.P.D. - MORNING A zoo . A sign reads METRO ROBBERY/HOMICIDE . Roger Murtaugh sits at his desk , lost in thought . Behind him , McCASKEY , Class Three Detective . He talks to Murtaugh :Another detective enters . Rail - thin , nose like a beak . His name is BURKE . Behind him in the door frame we see a fat cop pass by down the hall , walking backwards ; a beat , and then he is followed by four more cops singing the world 's shittiest rendition of `` It Came Upon a Midnight Clear . '' It sounds like pigs mating . Burke approaches Murtaugh :ANOTHER ANGLE ACROSS the room , a detective takes off his gun and slings the holster across his chair . As he EXITS FRAME - PAN to reveal : Martin Riggs as he enters the squad room . Shuffles from foot to foot , looking lost . Lights a smoke . ACROSS ROOM Murtaugh slings on a jacket . Turns to go . Notices Riggs . MURTAUGH 'S POV Riggs resembles a bag person . Unshaven , limp dirty hair , grimy leather jacket . BACK TO SCENE He frowns , says :He is still looking at Riggs , who is slowly wandering from desk to desk , smoking - Stopping near the desk with the holstered gun .Now Murtaugh is eyeballing Riggs . Cautious .At which point , across the room , Riggs removes the hol - stered gun and hefts it , curiously . Suddenly all hell breaks loose :He bolts like a cheetah . Cops dive for cover , a secretary shrieks , and Murtaugh goes plowing through the squad room like an express train , blowing people out of the way - Cops grabbing for their holsters - Riggs , meanwhile , looking around frantically , he 's trying to find the guy with the gun who is , of course , himself . Murtaugh takes a flying leap sails across the desk , going for the glory And Riggs , in the blink of an eye , simply ducks and flips Murtaugh neatly over one shoulder . There is a hideous crash of BREAKING GLASS and OVERTURNING FURNITURE . Ouch . McCaskey , meanwhile , screams to Burke :Burke sighs , shakes his head :

See, you're behind the times, Sarge. Guys in the Eighties are n't tough. They're sensitive people. They show emotions around women and shit like that.

Surprise, surprise. First off, coroner found evidence she took barbiturates.

Right, right. That's not the surprise. Surprise is someone doctored the pills.

If she had n't jumped, she woulda been dead inside fifteen minutes.

Ho, Rog - I'm not through yet. I'm supposed to tell you two more things.

First, condition of the sheets and mattress indicate someone was in bed with Amanda Lloyd just before she died. That's A.

B is, I'm supposed to tell you you're breaking in a new partner on this.

You do now. C.I.T. transfer, some burnout they want you to keep on a leash.

McCaskey, Homicide - just a moment, please - Hey, will you guys for Chrissakes shut up? Yes, can I help you?

Yes, Sergeant Riggs has been killed. Shot through the chest by unknown assailants.

Darkness . A soft CLICK as a gun is cocked . The barrel gleams faintly in the dim light . A voice :He does . Holds it near his face .The lights come on . Dazzling . Mendez covers his eyes . Three men . Seated in chairs . Shirt sleeves and shoulder holsters . The LEADER speaks .They move toward a door in the rear wall .

That's hardly important. If you like, you may call me Mr. Joshua.

Swell. Blind people with guns. This is a class act. Maybe we can run over to the V.A. and pick up a couple amputees. Bargain rates after six.

Yes, sir. Yes, sir, Mr. Lloyd is dead. I'm afraid, however, that another problem exists.

Hello, I'm calling from the K.T.L.A. News department. We heard that Sergeant. um, Riggs, is it? had some trouble tonight, and.

His name is Kendo, and he has forgotten more about dispensing pain than you will ever know.

See, Martin, we have a problem. Since we have Murtaugh, we really do n't even need you. But I believe in being thorough.

Our problem - and yours, too is that we have some merchandise to deliver. A rather large shipment, we're all very excited. It would be unfortunate, however, if we showed up with the goods and found ourselves surrounded by fifty cops.

Indeed. So you see, Martin, it is essential that we find out how much the police know.

I wish I could believe you. Unfortunately, I do n't. So, if you'll be kind enough to tell us all you know, I will kill you quickly.

Back before prison reform, the staff at Sing Sing invented a rather unusual form of punishment. It's know as the hummingbird treatment. Are you familiar?

The ` patient' is chained naked in a bathtub full of water. A bath is then administered using a battery powered sponge. The pain is said to be so excruciating that after twenty minutes most men are either insane or dead.

I thought you'd like it. I can of course, kill you now. Simply tell me what you know.

Concentrate, Martin. Do n't give me an opening. Would n't want to do that.

That's it, Martin. your body wants to go into shock. but you wo n't let it, will you?

The door opens into a dimly - lit office . Stained carpet . Rotten wood . A desk . Behind the desk sits a large , rugged man with eyes like chips of stone . This is the GENERAL .Joshua stands off to one side . Mendez sits .Points to another merc .Joshua steps up to the General and extends his arm .Mendez frowns , cautiously hands a silver cigarette lighter to the General . Who promptly pulls an old G. Gordon Liddy maneuver : He holds the flame right under Joshua 's hand . Searing it . Mendez looks on , a trifle pale . As for Joshua , he makes no sound at all . Simply stands , trance - like .The General nods , hands the lighter back to Mendez .

Mr. Larch is unfortunately missing an eye. For anonymity's sake, he chooses to forego wearing a patch.

Mr. Joshua is in a great deal of pain. You wish to make a purchase, yes?

The bulk of the heroin will arrive Friday night. We will make delivery at that time. Please have the money ready, and no tricks. If you try to cross us, I'll have Joshua cut out your eyes.

That's very disappointing. The police may know everything. The whole operation, yes?

I hope you enjoy saying that as much as Mr. Larch enjoys punishing you for it.

In fact, Mr. Joshua has been known to exterminate entire families, when he gets in. one of his moods. Oh, speaking of that -

Riggs and Murtaugh cruise through downtown Los Angeles . Riggs drives , while Murtaugh scowls . There is an awk - ward pause .He reaches across the get Riggs ' gun . At which point Riggs ' hand shoots out - and stops him cold .Riggs removes the gun himself . Steers with his knees . Drops the chambered bullet . Slips out the magazine , works the slide , KA - CHIK Hands the gun to Murtaugh .Murtaugh hefts the weapon , turning it over in his hand : Beretta .9 millimeter . Smooth , well - oiled . Accurized . Murtaugh frowns .Murtaugh shoots him a look . Replaces the gun .As they speak , Riggs has pulled to a stop in front of a large downtown bank building .He lights a cigarette .

Dick Lloyd 's office : everything about it looks starched and perfect . In the b.g. , bank employees shuttle between desks , building and toppling empires . DICK LLOYD paces back and forth . He is the man we saw earlier in Amanda 's photograph , standing next to Murtaugh . Now he looks like shit . He addresses Riggs and Murtaugh , who are seated in the office .He sits , staring out the window . A broken man .Lloyd turns , facing them . Intense :Lloyd does not look up . Riggs and Murtaugh head for the door .The cops exit . The door shuts .

Called you? Yeah. That's right. I heard you were working out here. I wanted you to find her for me, Roger. Take her

She did movies, Roger. Naked movies. Saw one of them. saw my little baby. smiling. She did it. with a woman. She was on top of a woman, Roger -!

When you find who did it, I want you to kill them. If it's more than one, I want you to kill all of them. Make them squirm first, take your time. and fucking kill them.

I ended up working for a group called Air America. C.I.A. front, secretly ran the entire war out of Laos. I was part of a special unit called Shadow Company. Mercs. Trained killers. When Charley was bringing in heroin to finance the V.C. government, Shadow Company went in and burned it all down. We killed everybody. But we also. formed a plan.

Couple of years ago, Shadow Company got together again. The war was over, but we still had a list of sources. In Asia.

Two shipments a year. Run by ex - C.I.A. Soldiers, mercs. No one knows.

My bank. It's the front. Makes everything look good on the tax report.

Nothing. wrong with the kids, Roger. We're all fucked up. Us old bastards. We're killing them.

Riggs and Murtaugh head ior the car . Riggs takes out a pack of cigarettes .He puts the top down . Riggs takes out a cigarette , starts to put it in his mouth . Stops .He replaces it in the pack , takes another . Murtaugh looks at him .Riggs points to the tip of the replaced cigarette . We notice two things : a -RRB- It looks like it 's about fifty years old ; and b -RRB- There is a tiny red mark , circling the filter .They get in . Murtaugh heaves a sigh , stares bleakly out the window . A moment , then Riggs says :The RADIO SQUAWKS . Murtaugh TURNS it UP .Murtaugh keys the hand mike .

A building , ten stories high . On the ledge , a lone man poised high above the street . Beneath him , a crowd has gathered . A police car . A searchlight . A crowd of office workers , rubber - necking to beat the band . One or two kids yell , ÓJump , jump.Ô MurtaughÒs car glides to the curb . The doors burst open and the two partners emerge . A PATROL COP approaches .Riggs clears his throat . Murtaugh turns .Riggs moves off toward the building . Murtaugh looks after him . Was this a mistake ?

Salesman name of MacCleary. Left the office party. Went upstairs and walked out on the ledge.

Riggs appears on the roof . There , about five yards away , stands the JUMPER . Agitated . Breathing hard . Below is ten stories of open space . The wind blows . Riggs nods to the Jumper .Riggs leans out farther , perches on the ledge . Absolutely calm .Riggs stands , steps out onto the narrow ledge . He seems unconcerned .

Get him away from me! Cut me loose! Crazy fucker tried to kill me! Did you see that? He tried to kill me!

On the ground below , Roger Murtaugh reacts with disbelief . His partner is taking an insane risk . Up above , Riggs pauses . Around him the WIND BLOWS treacherously .MacCLEARY YouÒre breaking my heart . Riggs takes out his wallet , flashes it at MacCleary .He takes a step closer .Riggs slowly steps up to the man . Shudders .Riggs offers a smoke . MacCleary reaches for it . And Riggs snaps a handcuff on his wrist . Snaps the other end onto his own wrist .He holds up the key to the cuffs . Flings it out into space .Silence .He turns , starts to ease along the ledge . MacCleary swallows hard , says :And suddenly Riggs turns on him . Eyes like steel .He steps to the edge .Riggs does something very drastic . He jerks them both off the ledge . Holy shit . The crowd gasps .As down they plunge , all ten stories - Tumbling and falling - MacCleary shrieking like a lunatic . And suddenly , BAM - ! They land in a firemanÒs net . Bounce a few times . Come to rest , safe and unharmed . Riggs rolls over with a sour look on his face . Cops surround them . MacCleary is a trifle upset .And so on , screaming and ranting - As a uniformed cop cuts Riggs free with a set of clippers . Riggs stands shakily . Steps away from the net . And there is Roger Murtaugh . Visibly upset . Did I say upset ? I meant enraged . He grabs Riggs , slams him against the wall . Tries to grab his collar . RiggsÒ hand shoots out . Lightning fast . Stops MurtaughÒs hand . Stops it cold . They stare into each otherÒs eyes .Murtaugh will not back down .He yanks Riggs around the corner , away from the other cops .Murtaugh looks at him . Nods . A moment , then :A pause . Riggs looks at the gun .He offers the gun to Riggs .Riggs smiles , takes the gun without missing a beat . Puts it to his head . CLICK - ! The hammer is cocked . Murtaugh and Riggs stare each other down . Tense . Reading each other .Meanwhile , in the b.g. , pedestrians are diving for cover . Murtaugh and Riggs are oblivious . Riggs puts the gun under his chin .They stare at each other . RiggsÒ finger begins to tighten on the trigger . Turns white with pressure . It looks like heÒs going to do it . At the last second , Murtaugh jams his thumb in front of the hammer , and CLICK Jesus . The hammer thuds against his thumb . Murtaugh grabs the gun . Stares at Riggs , wild - eyed .

The Police Psychologist we met earlier is talking on the telephone :ROGER MURTAUGH Standing at a pay phone , listening . He nods :He hangs up . Rubs his eyes tiredly and says :

Silence . Murtaugh fumes . Riggs keeps his mouth shut . Murtaugh takes his anger out on the road : SLAMMING the BRAKES ; SQUEALING around corners , etc. . But he canÒt hold it in . He explodes :Silence again . Murtaugh gnashes his teeth . Riggs looks at him with a very serious expression .Murtaugh looks taken aback by the genuine sound of affec - tion in RiggsÒ voice .Riggs says this with a straight face - but there is a playful glint in his eye that Murtaugh doesnÒt miss . And he laughs out loud in spite of himself . It breaks the tension , and Riggs knows it .Riggs raises his hands - as if to say , IÒll be on my best behavior . Murtaugh swings the car onto Sunset Blvd. .

The kind of house that IÒll buy if this movie is a huge hit . Chrome . Glass . Carved wood . Plus an outdoor solarium : A glass structure , like a greenhouse only thereÒs a big swimming pool inside . This is a really great place to have sex .

The swimming pool is covered by a vinyl tarpaulin . Surrounded by a jungle of plants . AT POOLSIDE TABLE Sits a very rich person . He is wearing an $ 800 designer ensemble . Beside him , an elegantly - appointed shotgun leans against the table . He is on the phone .

Listens asshole, you got ta tell me these things. Yeah, we got a problem. My margin is completely fucked up, and we got athletes snorting the shit and pitching over dead, howÒs that for a problem? Yes, IÒm holding two keys now. Terrific, call me back.

Riggs and Murtaugh approach the gate . Riggs tosses out a cigarette . Suddenly - There is an ELECTRIC HUM and the gate glides softly open , admitting a red Honda scooter , a dashing blonde behind the wheel . She ROARS off down the street . Riggs and Murtaugh exchange glances . The GATE CLICKS , starts to glide shut . The cops enter .

RiggsÒ face comes INTO FRAME , peering cautiously through a plate glass window . He whistles softly .Murtaugh steps to the window , looks in . MURTAUGHÒS POV - THROUGH THE WINDOW Enough cocaine to service the third tier at Yankee Stadium . A BLONDE , BIKINI - CLAD WONDER sits on the couch , happily snorting . She sees Murtaugh and waves hilariously . Makes come - hither gestures . Murtaugh scowls , turns to Riggs .Murtaugh looks at him . Sighs .He grins cheesily -

Riggs and Murtaugh approach the frosted glass door . They draw their guns .Murtaugh takes a deep breath . Kicks open the door .

The rich guy does not hold it right there . In fact , he has already snatched up the SHOTGUN . He triggers a BLAST , BLOWS OUT GLASS next to Murtaugh . Murtaugh dives , rolls , comes up in a combat crouch . BAM - The rich guy takes it in the shoulder . Spins around . The gun clatters to the ground . Riggs and Murtaugh approach , guns drawn . The rich guy writhes on the ground , clutching his shoulder . Murtaugh says to Riggs :Unfortunately . as Murtaugh speaks , he does not see the man on the ground has a hideaway gun tucked into his waistband . As Murtaugh talks , oblivious . The guy takes out the gun with his good arm - and aims dead center - at MurtaughÒs back . Riggs , however , notices . And springs into action . Before the rich guy can fire . RiggsÒ foot flashes out like a pile driver . CRACK ! The guy flies backward . Lands on top of the pool tarpaulin . Oops . It promptly surrounds him in a sucking , vice - like grip . Murtaugh dives forward and extends his hand . Too late . The vinyl surrounds the screaming rich guy , sucks him below the surface . Smothers him . Drags him to the bottom . Murtaugh looks on , wild - eyed . On the bottom of the pool is a vinyl tomb . Murtaugh dives in . Swims to the bottom . Yanks , and strains , but we all know itÒs no fucking use . The vinyl stops moving . Murtaugh stares . and then he gives up . Surfaces at the side of the pool , gasping and wheezing . Riggs kneels down beside him .Murtaugh stares daggers at him .

Behind Riggs and Murtaugh , crime scene cops scurry back and forth . Flashing lights . Cameras . Murtaugh makes his way to the car . Riggs beside him . As they reach the car , Murtaugh stops :

The two detectives come through the front door , shedding their jackets . Young Carrie appears , nursing a Popsicle .

Trish is cooking as the two cops enter .Murtaugh exits . Riggs stands awkwardly as Trish removes the roast from the oven .He reaches for a stray piece of roast . Trish slaps his hand .Riggs smiles . A genuine smile , the first weÒve seen .

Murtaugh is fixing drinks as RIANNE enters . We all heave a sigh . She is strictly to perish for .

Young Nick Murtaugh is sitting in front of the TELE - VISION , watching a ÓCharley Brown ChristmasÔ and coloring a picture with a big box of crayons . He stops . Frowns . Looks up - At Martin Riggs , who is peeking his head around the corner , watching with rapt fascination . Riggs chuckles , points to the screen :Nick looks at him very strangely . Okay , so the guy likes cartoons .

Everyone is gathered , eating . Incredibly homey and domestic - looking . For Riggs , who eats ravenously , it is the first taste of warmth in many a long year . ACROSS THE TABLE We notice something kind of neat : Rianne simply can not take her eyes off Riggs . She stares at him , in a trance . Her brother NICK nudges her in the ribs . She pulls a face . MURTAUGH Has also noticed his daughterÒs attentions , and you can bet heÒs not all that happy about it .

Trish Murtaugh wheeling garbage pail to curbside .Boat . MurtaughÒs head appears sheepishly from within .On board boat , Murtaugh is working on the engine . Riggs sitting on driverÒs seat .Murtaugh opens an ice chest , takes a beer for himself and tosses one to Riggs .Riggs makes no reply . He just looks at Murtaugh over the rim of his beer can .Riggs has wandered over to the instrument panel . He in - spects the switches and gauges .Riggs flips a switch and the MOTOR ROARS to life . Murtaugh leaps up .Murtaugh fumbles with the switches in a futile effort to turn off the engine . But Riggs knows exactly which switch to flip .He silences the engine . Murtaugh glares at him .Murtaugh jumps , startled by his daughterÒs arrival . Rianne and Riggs exchange a glance .Murtaugh looks at Riggs - not appreciative of his intervention .Murtaugh looks down sheepishly at the can of beer in his hand . Riggs grins to himself .She stalks off . After a moment , Murtaugh looks over to Riggs .Riggs shakes his head , smiles and starts to climb off the boat .Walking towards truck together .A pause . Riggs stands there . Then :He walks toward his truck . Stops .Riggs drives away . Murtaugh watches him . Turns . On the way back inside , he flicks on the Christmas lights .

Martin Riggs cruises along in his battered pickup truck past all - night dives and porno houses . The streets are nearly deserted . Except for a young HOOKER on the cor - ner . Real young , maybe seventeen . Riggs sees her and pulls over to the curb . The Hooker approaches .She does . Closes the door .Riggs nods . Takes out a hundred - dollar bill and sets it in her lap .He drives away from the curb .

The house is dark and quiet at this hour . Roger Murtaugh fixes a sandwich in the kitchen . Rickles the CAT PURRS , rubs against his leg .He kicks it aside . Notices a package on the counter , together with a scribbled crayon note : HAPPY BIRTHDAY SERGEANT MURTAUGH The gift is a 99c special , right off the rack at Pic NÒ Save : The TUFF NÒ READY Police Action Playset ; Tiny plastic gun , made in Taiwan . Tiny plastic badge . Murtaugh smiles . Notices another package next to it . Frowns . Its label reads : ROGER MURTAUGH : POLICE EVIDENCE .

He opens the package . Two things : a high school year - book ; also a videocassette . Takes it , slides it into a VCR machine . Turns on the television .

The Hooker watches TV - really enjoying the Three Stooges . Riggs stands apart from her . HeÒs not watch - ing TV ; heÒs watching her watching TV . He wears a melancholy expression . The world is full of happy families like MurtaughÒs , but he has to get by like this . His eyes shift to a photo of his wife . He picks it up and views it sadly .Riggs puts down the photo .Riggs doesnÒt answer .Riggs shrugs and makes a half - hearted attempt :They know they got it wrong , but theyÒre pleased with themselves just the same . The Hooker hugs Riggs impul - sively . Riggs looks uncomfortable . HeÒd like to show her some platonic affection , but he knows thatÒs impossible . He gently unwraps her arms from around his neck .SAME PLACE - LITTLE BIT LATER Murtaugh is in front of the TV . On his lap is a high school yearbook . Open to the middle . He glances down , sees - a photograph of Amanda Lloyd . Senior picture . Smiling . Young . The girl most likely to . He looks up up at the television . On the screen Amanda Lloyd is writhing in ecstasy . Smiling . Murtaugh continues to watch . Lights another cigarette . There is a sad , faraway look on his face .

Very late now . Murtaugh walks down the hall to a bedroom door . Opens it a fraction . Inside - His daughter Rianne is asleep . A shaft of moonlight falls across the bed . She is more beautiful than weÒve ever seen her . Murtaugh crosses to the bed , leans down , and kisses her forehead . She stirs in her sleep , smiles like a cat , and whispers :Murtaugh recoils . Stands up . We realize that up until this moment , see , he thought she was maybe a virgin .

He takes off his robe , drapes it on a chair . Gets into bed silently next to his sleeping wife . Lies awake , staring up at the ceiling . The RAIN BEATS on the window , throwing odd shadows across his face . He drifts toward sleep . As he does , we ever so slowly .

Sunlight streams through the windows , Murtaugh stirs groggily , forces open his eyes . Staring him in the face is Martin RiggsÒ scruffy , early morning face . Murtaugh frowns .Murtaugh just stares at him .Murtaugh grimaces .

In the kitchen Trish is singing something bluesy , fixing coffee . At the table Nick is drinking milk . Murtaugh sits . Riggs takes off his shoulder holster , and with meticulous care drapes it delicately over the back of his chair . Sits opposite Murtaugh .Riggs looks to Trish .Riggs leans forward .

Riggs and Murtaugh stand on line at the range . Around them the echoing BOOM of gunshots fills the morning air . They struggle to be heard over the tumult :Riggs steps to the line . Draws the Beretta , fires off a full clip . Three - shot rhythms , two in the chest , one in the head , two in the chest , one in the head . Removes the magazines lovingly snaps in a new one .Murtaugh steps to the red line . Stretches . Cracks his neck . Shifts from foot to foot . Finally steadies him - self . A moment then : He cross - draws with lightning swiftness . - BANG - ! The REPORT is DEAFENING . The target grows a neat third eye . Perfect shot . Dead center . Murtaugh grins , holsters his gun .Riggs shrugs . Draws . FIRES . He isnÒt even looking . Nonetheless . - He puts a magnum round right through the hole made by MurtaughÒs .38 . The hole gets .60 inches wider . Murtaugh scowls .

MurtaughÒs car glides up to the curb . In front of a row of neat frame houses . Old neighborhood . Late model cars . A LITTLE black KID playing on the sidewalk . The two cops get out , stride toward a cottage set back from the street . They pass the Little Kid who is playing with a plastic bucket and a headless Star Wars figure .The Kid grins , obviously pleased with himself .He demonstrates . He puts it on top . It falls down . He grins happily . Riggs shakes his head .They keep walking . Toward the cottage .They mount the steps to the walk . As they do - The HOUSE suddenly EXPLODES . It BLOWS APART concussively . There is a flash of light , a loud , flat BANG - ! And the thing tears to pieces . Glass blows out . Wood sprays . Flying shrapnel . A wall of flame . Riggs hits the dirt , smothering the Little black Kid . Murtaugh dives for cover behind a telephone pole . A piece of shrapnel imbeds itself ; right next to his head . Carnage . Noise . The tumult slowly begins to fade . Echoes . Flames rage to the sky . Smoke rolls . Beams collapse . The cottage is no more . Murtaugh climbs to his feet , dazed ; stares at the rubble . Looks over toward Riggs , who is getting up off the Kid . The Kid is shaken , but unhurt .Riggs turns .Riggs looks . The back of his coat is completely ablaze .He takes it off , flings it aside . Goes up to Murtaugh - Lights a cigarette .

Cops prowl through the gutted remains . Charred and black . Nothing left . A body goes by on a stretcher . MURTAUGH stops it .The stretcher continues toward the waiting truck . Murtaugh looks off , whispers :ANOTHER ANGLE Martin Riggs is examining a twisted hunk of metal as Murtaugh walks up beside him .Murtaugh frowns . A PATROL COP taps him on the shoulder .Riggs - and Murtaugh exchange glances . They move off , across the street .

WeÒre hoping to find some teeth. in there. Otherwise, could be anybody. Black, white. Could be a fuckinÒ bowl of soup, for all we -

Four king ninety, four king sixty. Got a homicide, Mulholland Drive.

Sorry, sixty. Captain says give it to you. Male Caucasian, age seventeen.

Riggs and Murtaugh stand by the rear of the truck . A CONSTRUCTION CREW watches from behind , heavy equipment idling softly . Next to them sits the little black kid from earlier , coloring with crayons . His mother hovers .He crosses to the boy .He stares at Murtaugh with eyes like saucers .Alfred nods .Murtaugh grimaces . Alfred 's mother looks away quickly .The kid looks at him . Distrust .Alfred nods , grins .Alfred nods . Murtaugh picks up Alfred 's box of crayons . Hands it to the little boy .Riggs clears his throat . Rolls his eyes .Alfred nods , takes the crayons , and carefully selects a bunch of colors . Lays them out like Da Vinci fixing his palette . Riggs shakes his head .ANOTHER ANGLE Minutes have passed .Riggs crosses . Alfred has finished his drawing , and guess what ? It 's hilariously bad . Like a six - year - old drew it or something . Riggs rubs his eyes .He laughs even harder now . Murtaugh scowls , snatches the picture away .Riggs is hooting . Murtaugh shows the picture to Alfred .Riggs stops laughing . Moves in closer .Riggs rolls up his sleeve , exposes his Marine tattoo . You 've seen the type : A Tweety Bird with a machine gun , or some such .The boy 's eyes go wide once again . He points at Riggs ' arm .The cops stop , puzzled .Alfred nods . The cops exchange glances :

Okay, here it is. The little kid says he saw someone working on the meter this morning.

Across the street at Dixie's. He was playin' some kind of game, hidin' under the stairs. Says he saw the guy pretty good.

Sure did. No one supposed to check that meter for at least another month.

A sprawling , expensive villa nestled on the side of a bluff overlooking the ocean . Terraces , verandahs , gazebos . Architecture that merits three syllables . The ocean looks cheap by comparison . A memorial service is in progress . A group of people , mostly young , friends of Amanda Lloyd ; all are dressed in funeral black . NEARBY - Martin Riggs is collapsed in a lawn chair , smoking and looking thoroughly out of place . Seeing the girl , he frowns . puffs on his cigarette , and rolls a quarter over his knuckles like a stage magician . Nimble , trained fingers . A thoroughly unconscious habit . ANOTHER ANGLE Dick Lloyd looks worse than ever . He stands , staring out over the ocean - as a hand comes out of nowhere . grabs his shoulder , and spins him roughly around : Face - to - face with Roger Murtaugh . Eyes burning like cold fire .Lloyd swallows hard , flustered . He ca n't meet Murtaugh 's eyes .Lloyd shoots a desperate glance across the lawn . At his other daughter , Amanda 's twin .

The two men are inside now . The sunlight filters in through a large picture window from the lawn . Lloyd is pacing back and forth . He touches his stomach in the classic gesture of ulcer - carriers everywhere . Opens the fridge , removes a carton of milk . There must be three cases of the stuff . Drinks , turns to Murtaugh . A man at the end of his rope :Lloyd does not reply . A pause , then :Murtaugh grabs a framed picture of Amanda , slams it down on a wooden butcher block . GLASS SHATTERS . Lloyd stares .Lloyd flinches . Leans back , a dreamy look in his eyes . Speaks from very far away .And suddenly there is a gun in his hand . Aimed at Murtaugh .Murtaugh does not budge . Lloyd cocks the hammer .Murtaugh stares him down . Eyes like fire .A moment . Lloyd stares intently . Finger sweating on the trigger .LLoyd blinks . Swallows . Another moment . Finally - He lowers the gun . Sighs .Murtaugh relaxes visibly . And that 's when two things happen . The picture WINDOW GLASS suddenly COLLAPSES . Falls TINKLING into a million shards . And the carton of milk in Lloyd 's hand pops , spurting milk all over the front of his black suit . He frowns . Stares at the dribbling milk . Blinks . And his eyes snap open wide , as blood seeps out of his shirt , spattering the floor .With his dying breath , he leaps in front of Murtaugh . Takes the SECOND BULLET . The one meant for Murtaugh . It blows him into Roger , takes them both to the floor in a breath - crushing impact . More BULLETS CHOP thkitchen . China PLATES BURST into a glassy spray . Food spatters and gushes , staining the walls . Murtaugh rolls free , then , a man possessed : Screams out the window :

Murtaugh 's voice is far away . Riggs looks up from his lawn chair . Notices two things : One : Everything seems normal . Nobody has heard the shots . Two : The glass in the kitchen window . something strange , what the hell is it . oh , yeah , it 's broken , someone broke the glass . And Riggs is on his feet in the blink of an eye . BACK INSIDE Murtaugh is at the window . Gun pointed .MURTAUGH 'S POV reveals a crowd of people , milling back and forth , he has no idea where the sniper is , and suddenly BAM - ! The wood blows out not two inches from his head and he ducks , and meanwhile - back outside . MARTIN RIGGS He 's on the move . He jogs . trots . runs . Noticing a lone man in black , striding quickly across the lawn , striding into the crowd . toward the edge of the bluff . Things happen fast now , pay attention , as - The man turns , sees Riggs . Riggs sees him . and the man is none other than Mr. Joshua . Crew cut . Sunglasses . Moving fast . MURTAUGH diving out the window . Hits . Rolls , comes up . Scream - ing , waving at Riggs . RIGGS Gun out . moving fast , shoving through the crowd , people screaming now , `` Jesus , he 's got a gun - ! '' Running across the lawn , Murtaugh thirty yards behind , moving , hard and fast , both guns drawn , pushing/shoving , knocking people ass over teacups and meanwhile let us not forget - JOSHUA moving at a dead run , now , gun out . at the edge of the cliff . People all around him , confused , I mean Jesus , what the hell is all this shooting about , and Riggs ca n't get a clear shot . He 's sweeping the gun , back and forth , bodies crossing in front of him . all the wrong bodies , Goddammit ! Moving forward , shouting :Murtaugh , springing hell bent for leather - and folks , grab your hats . because just then , a BELL COBPA HELI - COPTER crests the edge of the bluff . An explosion of sound . As it rises like an avenging angel . Hovers , shattering the air with turbo - throb , sandblasting the hillside with a roto - wash of loose dirt , tables , chairs , everything that 's not nailed down . Screaming , chaos , frenzy . Three words that apply to this scene . And in the midst of all this - Joshua steps onto the chopper and is hauled inside . No expression . The total professional . And then , my friends , it 's bye - bye time . The CHOPPER ROARS like a behemoth , tilts - slips over the side and plummets away . Slick . Very slick . Except Martin Riggs it not impressed . He 's still running , you see . Dives flat at the edge of the cliff , nearly flings himself over the damn edge . GUN extended like it 's part of his arm . Finger flat on the trigger . Blowing SHOT after SHOT at the retreating chopper . BAM - BAM - BAM His face contorted in a rictus of animal concentration . And he wings the chopper , even . POP spray of fiberglass , but nossir , no cigar . cause the damn chopper flies away . And Riggs dumps his magazine , stuffs in a new one . and Jesus Christ he keeps FIRING . As Murtaugh walks up beside him . Stares down . Gun held loose at his side . Riggs still FIRES , BAM - BAM - BAM does n't know it yet . Until his MAGAZINE CLICKS empty . He lies flat . Stares . People screaming , running away . Murtaugh standing over him , staring down at this animal with a gun , who even now refuses to look away from the retreating chopper , whose gun even now continues to follow its course out over the sea . Hands , clutching the barrel . Finally , they relax . Riggs shuts his eyes . Murtaugh stares , and a silent It 's over , but heRiggs looks up at him . His eyes look like a demon 's .

Joshua and his pilot are cruising over the surf at break - neck speed , the rotor stirring tiny geysers of water . Joshua speaks into a radio microphone .INTERCUT - THE GENERAL In his van , speaking on mobile phone .There is a significant pause . Joshua licks his lips . Then :

A black Camaro is parked at the side of the road . The city twinkles beyond .

Two teenagers , engaged in a first - rate makeout session . One of them is Roger Murtaugh 's daughter Rianne . The other is MARK , he of the hilarious dimples . They are kissing when Rianne suddenly pulls away :He leans in and kisses her . Passion , horniness . Some - thing . He runs a hand inside her sweater . She starts to resist . Gives in .She takes out her gum and sticks it to the steering wheel . * Leans over to kiss him again * FACE comes INTO FRAME . Right outside the window . Crewcut . * Shirt and tie . No less than Mr. Joshua himself , as we - *

Would you quit worrying? Your mom thinks you're asleep and your dad's busy shooting crooks.

Martin Riggs walks slowly down the boulevard . In one hand he carries a snapshot of Amanda Lloyd . Male prostitutes take one look at him and flee . He stops to light a cigarette . As he does - He notices a reflection in the silver lighter . Two pinpoints of light . Moving . He throws away the cigarette . Spins , drawing his gun . HEADLIGHTS , as a car comes barreling out of the darkness . Bearing down on Riggs at fifty miles an hour . Riggs FIRES . The WIND - SHIELD SPLINTERS . No dice . The car keeps coming . Riggs FIRES again , sprints for cover - As a mercenary leans out of the car window with a pump SHOTGUN . Triggers THREE BLASTS at Riggs . The first two blow out chunks of scenery . The third takes Riggs in the chest . Blows him backward through a store window . GLASS SHATTERS . He hits the ground in a heap . The CAR SHRIEKS off into the night , LAYING RUBBER . The ECHO of gunfire slowly FADES on the wind . INSIDE DARKENED STORE Riggs lies crumpled in a pool of broken glass . Murtaugh charges from across the street . He throws himself down beside the dead Riggs . Rips open Riggs ' shirt revealing - A bulletproof vest . Riggs opens his eyes .

The cops exit and cross the street toward their car .He takes out a pack , lights one up .They look at each other . Suddenly the police RADIO SQUAWKS . Murtaugh answers it .He adjusts the frequency on the radio .There is a long pause - . Then :Suddenly , Murtaugh goes completely pale . So does Riggs . Murtaugh hits the gas .

Murtaugh 's CAR SCREECHES to the curb . Hops the sidewalk , jolts to a stop . The two cops are out and running in a dead heat toward the front door . Murtaugh flings open the door . Stops . On the carpet beneath the mail slot is a tiny envelope with SEASONS GREETINGS emblazoned across the front . A note is attached with a paper clip . One side reads DETECTIVE ROGER MURTAUGH . On the other side is a message in block capitals . YOUR DAUGHTER LOOKS REALLY PRETTY NAKED Murtaugh tears open the envelope , afraid to breathe . Inside is a Polaroid snapshot . The audience may get a glimpse of it , or they may not . Either way , the effect it has on Murtaugh is devastating . He drops the snapshot like a live snake . Backs away , stumbles into the wall . Shakes his head .Riggs looks on , stunned . The TELEPHONE RINGS . RINGS again .Murtaugh looks up . Snaps out of it . Down the hall , his wife Trish moves to answer the phone .He rushes down the hall , scoops up the receiver :He listens intently , a look of pure dread on his face . Hangs up slowly , stares straight ahead . On the table , a stuffed bear stares back impassively . Trish Murtaugh looks on , terrified .Beside him , Riggs ' face contorts into a look of sheer , brutal hatred . Get ready for World War Three .

McCaskey is seated next to a bank of telephones , smoking and reading a comic book . Behind him the fat cop we saw earlier is conducting his choir in a thoroughly hideous version of `` Deck the Halls . '' The PHONE RINGS .INTERCUT - MCCASKEY AND MR. JOSHUA Joshua is on the other end . Beside him the General looks on intently .He hangs up . Turns to the General .

Trish Murtaugh looks like she could come apart at any * moment . She walks around the bedroom , slowly . Touching things . Touching her daughter 's possessions . Murtaugh enters . They look at each other . He hands her the .22 .His wife nods . Runs a hand through her hair . Shifts from one foot to the other .A moment . Then :Murtaugh says nothing .

Riggs has his shirt off , and is carefully removing slivers of glass from his shoulder . Cigarette dangling from his lips . He hears a noise And spins , startled . RIGGS ' POV - SIX - YEAR - OLD CARRIE MURTAUGH Adorable in a blue nightgown , Rickles the cat cradled lovingly in her arms . Riggs relaxes . Smiles . Carrie walks over to him .He scoops her up .Carrie looks at him then . And she does a peculiar thing . Slowly , she reaches out . Riggs looking on . And touches his back . Runs her tiny hand over the knife scar beneath his shoulder . Fascinated by it .Riggs looks at her . Smiles , and whispers softly :And he suddenly hugs the little girl for all he 's worth . Closes his eyes tight . In that moment , every single year catches up to Riggs , and he looks , for a moment , incredibly old , and so very , very tired .

Carrie is asleep on the couch , snuggled beneath a knitted afghan . Riggs and Murtaugh stand across the room , con - ferring in hushed tones .A pause . Riggs studies Murtaugh . Then :Murtaugh stares at him for a moment . Then , he finally speaks .There is a pause . Then :At which point , my friends , a light flickers on behind Riggs ' eyes . We see grim determination , sure . But we also sense something else , oddly enough : Anticipation . Riggs is a machine . and the machine is , well . revving up . He looks at Murtaugh :A moment passes between them . This will be the most devastating night of their lives . They will probably die . A RINGING PHONE shatters the stillness .

The apartment is dark , illuminated only by a tiny lamp . Riggs crosses to the window , peers out through slatted blinds . On TELEVISION a group of carolers sings `` TIDINGS OF COMFORT AND JOY . '' Riggs looks at the wall calendar : December 22 . The CLOCK TICKS . The REFRIGERATOR HUMS . He goes to the closet . Opens it . A cloud of dust billows out . Reaches in , removes a weathered cardboard box . Sits in the center of the room , takes a shot of bourbon . Opens the box . Inside is a set of desert fatigues . He takes them out . Underneath a wicked - looking hunting knife . He takes that , too . Holds it up near his face , and it positively sparkles in the dim light . ANOTHER ANGLE Riggs stands , fully dressed . Colt .22 in an ankle holster . Combat webbing . Desert boots . Beretta .9 millimeter , riding the right - hand thigh . Scans his appearance in the mirror . Breathes : in , out . in , out . Glances at the photograph of his wife on the wall . Wedding gown . White lace - and - satin ruffles . Beautiful . His face is craggy . Weathered . Covered with desert paint . Surely he was never married . not this demon .There is a KNOCK at the door . Riggs spins . Lightning quick . Gun in hand .The door opens and Roger Murtaugh enters , carrying a briefcase . He looks briefly at Riggs ' combat get - up . Shrugs . Sets the briefcase on the bed , opens it . It is filled with round upon round of ammunition .Riggs begins scooping up handfuls of ammo .

Murtaugh is hooking a wire in place under his collar .He straps on his hunting knife .Riggs hoists a long - range sniper rifle . Infra - red scope .

The desert floor shimmers with stored heat , bathed in relentless sunlight . A lone car , plowing along toward the horizon . Looking lost and utterly alone beneath the clear December sky .

Driving . Relentlessly onward , his face locked in a mask of contained fury . Dust billows past the windows . Wind . He keeps driving , straining his eyes ahead , focusing through the hundred - degree shimmer . Noticing , finally a series of shapes . dim mirages . silhouettes maybe , possibly men . possibly the men . The mirage resolves . Mercs . Standing next to a black sedan . Murtaugh stiffens . Leans forward , punches the cigarette lighter , and as he does - he whispers into his hidden microphone .

It happens in the blink of an eye : The trunk pops open , and out rolls Martin Riggs . Yanks a rope . The trunk slams shut . Riggs hits . Rolls . Comes up , combat - crouched , hunkers off at a dead heat . He is clad in his desert fatigues . Magnum sniper rifle slung over one shoulder .

Murtaugh rolls to a halt and steps from his car . Facing three armed mercs . Murtaugh simply stands there , reading the odds . Scanning .The Merc nods . VAN comes AT US from across the desert .

Inside , Rianne is gagged , helpless . She looks terrified . Next to her , Mr. Joshua holds a cocked pistol . Merc # 1 leans in :BACK OUTSIDE Murtaugh waits . Sweating . Hands in pockets . And out comes Rianne , followed by the vicious Merc . He holds a knife squarely at her throat . Murtaugh 's eyes fill with tears . Relief that she 's alive .He slowly raises his hands . In his left hand , he clutches a shiny metal sphere . A grenade . Murtaugh 's grip is the only thing keeping it dead . The Merc swears violently .And that 's when Mr.Joshua steps out of the car . Deadly calm . All heads turn . Crewcut - Mirrored sunglasses .

He's bluffing, it's a dud. He would n't risk killing his daughter.

Far away . The car and the surrounding figures are tiny . A lone soldier crouches . Riggs . The rifle is on his shoulder . His eye is glued to the scope . INFRA - RED IMAGE SHOWS RIANNE AND HER CAPTOR Riggs ' concentration is absolutely perfect . Like a statue . He licks a finger . Raises it , testing the wind .BACK WITH MURTAUGH As he and Joshua stare each other down . Tense . Tense . His hand clutches the grenade . Merc # 1 pushes the knife into Rianne 's throat .Murtaugh sweats . Mr. Joshua begins to walk forward , gun extended . Cool as ice . Another step . Smiling . ON HILLTOP Riggs sits dead still , focusing through the sniper scope .MURTAUGH Joshua stops in front of Murtaugh . Cocks the gun .He sights down the gun and pulls the trigger : All hell breaks loose . Here 's what happens : BAM - ! The bullet catches Murtaugh in the shoulder . He drops the grenade . It rolls , and Mercs dive for cover . The Merc holding Rianne takes a step back . Bingo . ON HILL Riggs grunts . FIRES . BELOW The Merc drops . Joshua 's head snaps around . He stares off at the distance and hisses :Meanwhile , Murtaugh rolls , comes up , gun in hand . FIRES , BAMRianne bolts . Meanwhile - ON HILLTOP Riggs swivels the barrel , half an inch . Grunts . FIRES . DOWN BELOW The black sedan 's WINDSHIELD SPLINTERS . The car rocks with the impact as the driver is killed instantly . GRENADE chooses that moment to EXPLODE , poof . into a cloud of orange smoke . A shower of confetti .RIANNE is running for the car as Joshua swivels in her direction , lining up the UZI , FIRING a BURST - Until a bullet from Riggs parts his hair , sends him diving to the sand , the Uzi sprouting flame - As Rianne flings open the car door , screams - at the blood - spattered corpse which rolls off the steering wheel . BULLETS BLAST the car . METAL POPS and BURSTS . She jumps in . MURTAUGH is flat on the sand , FIRING like crazy , shot after shot - As Rianne floors the gas , the CAR PEELING out in a ' storm of flying sand and dirt . Door open . One leg hanging out . Plows into an armed merc . He flies up onto the hood , spins , still conscious , and takes aim through the windshield , right at her . ON HILL Riggs swivels , lightning quick .Grunts . FIRES . MERC ON HOOD is blown off the car . RIANNE screams , the dead driver sprawled against one shoulder , her foot nailed to the gas pedal . as the car leaps like a kicked dog and careens off into the desert . ON HILLTOP Riggs lines up for another shot - And there is a soft CLICK - ! He whirls . The General has arrived . Stand - ing at the top of the hill . His M - 16 is cocked and locked .He speaks into a walkie - talkie .ON DESERT FLOOR Murtaugh makes a break for it , FIRING blind - Until the ground before him literally EXPLODES with GUNFIRE . The earth is chopped to tatters . Dirt flies . He stops . Puffing for breath . Raises his hands . As the smoke clears , Mr. Joshua approaches like a demon through fog . He is flanked by two mercs with Uzis -ON HILLTOP Riggs stands , hands over head . The General studies him thoughtfully .DESERT FLOOR Mr. Joshua says to Murtaugh :Joshua slams him in the head with a karate blow . He falls .

Rianne is driving to save her life . Screaming at the top of her lungs , the needle touching 90 as she struggles to shove the merc 's dead body into the corner . Swerving . Screaming . At which point the sand explodes in front of her . She shrieks . A HOWL of noise , a veritable eruption of sand and dirt , and it 's one of two things , it 's either aliens from space , descending - or it 's a Bell Cobra helicopter . Rianne swerves to a halt to avoid the DRONING CHOPPER , which hovers like a behemoth , ROTORS THROBBING , as Rianne stumbles from the car and collapses in a heap on the sand . Lost , alone , her tears inaudible over the HIGH , CHURNING WHINE as we FADE OUT .

Riggs is naked . He is manacled hand and foot . Chained in a bathtub full of water . Around him is a dingy concrete basement . Joshua steps forward . Behind him is KENDO , an Oriental mercenary . He is working on a mechanical device of some kind . Connecting wires . Riggs grunts .Riggs struggles against the manacles , slopping water .Riggs stops moving . Scowls at Joshua and says nothing . Joshua smiles .Kendo snickers in the corner .Across the room , Kendo throws a switch . A mechanical HUMMING fills the room .He gestures to Kendo , who approaches . He is carrying a very ominous device : a sponge , attached to a portable dry - cell battery casing . Joshua frowns at Riggs .Joshua nods . Sighs .Riggs is silent .The Oriental moves forward . He brandishes the sponge / battery hookup . Dips it into a bucket of water . Riggs is sweating .Kendo hits Riggs with the sponge . Riggs screams . A high , lunatic scream . Thrashes in the water , splashing Kendo , whipping from side to side as the room spirals back and forth out of focus . Kids , do n't try this at home . Kendo removes the device . Riggs falls backward . Thumps against the tub . Sucking air . Moaning .Riggs looks at him . Dripping hate .Kendo dunks the battery . Run it down Riggs ' stomach . He screams again , as we mercifully .

No windows . Hardwood floors . A single chair in the center of the room . Roger Murtaugh is strapped tightly to the chair . His face looks like something his wife makes for dinner . Black eyes . Swollen jaw . His shirt is off , exposing the gunshot wound in his arm . The General stands facing him , flanked by three mercs . They all wear holstered sidearms .MR. LARCH , a big redneck with no discernible compassion , steps forward . Pours a big handful of baking salt from a container . Packs it into Roger Murtaugh 's gunshot wound . Murtaugh groans . Shouts . Struggles . The General looks on without blinking .Larch cuffs him , hard .Larch grins , leaves the room . A pause . Murtaugh sweats , glaring out from swollen eyelids . The General nods , smiles .

as he groans and collapse back into the tub . Splash . Moans feebly . Blood drips from his nose . Saliva drools from his limp mouth . He looks half - dead , probably be - cause he is just that . Kendo pulls away the battery sponge , says to Joshua :He exits .

The General leans over Murtaugh . Murtaugh sweats .Larch re - enters the dingy back room . This time he 's got Murtaugh 's daughter Rianne . She is clad only in a T - shirt and bikini briefs .Murtaugh goes nuts . Struggles , wrenches , bangs the chair up and down against the floor . No use . He is completely helpless . Snarls with rage :Larch shoves Rianne into the corner . She lands in a heap . Murtaugh is sweating buckets . Eyes desperate . The General leans in close :

If you know something, son, you better play ball, ` cause the stakes just went up.

Kendo switches on the battery again . In the tub , Riggs ' head lolls back and forth . Listless . Dead . His eyes refuse to focus . Kendo shows him the sponge .Riggs does not respond . Stares into space . Kendo leans over the tub , reaches in - And that 's when we find out Riggs has been faking . His eyes focus . No longer hazed . He snaps his hand forward to the end of the chain . Grabs Kendo by the hair . In the blink of an eye , he slams the man 's head down against the porcelain tub . Kendo 's nose shatters . The Oriental topples over into the tub . The battery drops to the floor . Riggs is a fucking machine : he flips the chain around Kendo 's neck and wrenches . Hard . He goes limp . Riggs is not through yet . He begins to heave and thrash , thrusting against the chains - Maneuvering the corpse on top of him . Shifting it . Moving Kendo 's pants pocket within reach . He reaches in . Slowly , carefully , brings out a shiny silver key .

A length of rope is pulled taut . RIANNE 's bound hands are stretched over her head . Larch hooks the rope around a peg set into the wall . She is helpless . Murtaugh is out of his mind . Struggling to break free .Larch approaches Rianne . She squirms .He picks up a baseball bat . Tosses it to Larch .Rianne screams . Murtaugh shouts . Strains . The chair thumps up and down , creating an insane , staccato rhythm . The General laughs . Rianne shrieks . Harrowing . Terri - ble . A scene out of Hell . And then the Devil comes in and kicks the door off its hinges . Okay . Okay . Let 's stop for a moment . First off , to describe fully the mayhem which Riggs now creates would not do it justice . Here , however , are a few pointers : He is not flashy . He is not Chuck Norris . Rather , he is like a sledge - hammer hitting an egg . He does not knock people down . He does not injure them . He simply kills them . The whole room . Everyone standing . Except for - the General , who ducks out a side door and escapes . Riggs ' chain moves like a live thing . Snapping here . Striking there . Mercs try to draw their guns - And suddenly their hands are shattered wrecks . One merc draws a bead on Rianne , almost gets off a shot , because Riggs is across the room . Without missing a beat - Riggs throws the chain . It wraps the guy 's neck and kills him instantly . Ouch . He goes down , FIRING useless ROUNDS into the ceiling . Plaster rains . Riggs spins , dives . Scoops up the baseball bat . Comes up beside an armed merc - Swings the bat with hurricane force . A sickening impact . The bat breaks in half . Riggs spins , combat - ready . Scans the room . No one left to kill . Using only the element of surprise , he has taken out an entire room in hand - to - hand combat . He steps in front of Murtaugh without missing a beat . Cuts him loose with a borrowed knife .Crosses to Rianne , cuts her free . She collapses sobbing into his arms .He scoops up handguns , throws them to Murtaugh . Takes for himself a pump shotgun , possibly the same one used against him earlier . Murtaugh stares dumbfounded at the body count .

The three of them . On the run , moving hard and fast . They scramble down the hallway , Riggs in the lead , as - a merc ducks around the corner , sees them . Ducks back . Riggs FIRES through the wall , BLAM - ! A corpse falls into view . They keep moving . Downstairs . Around another corner . Moving , moving . The three of them keep moving . Rushing headlong toward a sign marked EXIT . They may actually make it . Or not . For at that moment , Mr. Joshua looms up behind them and tosses something in their direction . Ducks back out of sight . It 's a live grenade . The grenade hits the floor . Clatters . Riggs stops instantly . He knows the sound . Spins . Dives . Scoops up the GRENDADE and chucks it with all his might . It bounces downstairs and EXPLODES at the foot of the steps .

Joshua skids to a halt next to a sedan . He slams the door and ROARS off down Hollywood Boulevard . The crowd parts like the Red Sea . People are screaming . And suddenly , the doors burst open - As Riggs , Murtaugh and Rianne come skidding out onto the sidewalk in hot pursuit . Murtaugh shoves his daughter back as Joshua FIRES out the window of the car . BULLETS lash the pavement . The crowd shrieks . The CAR SCREECHES away . ANOTHER ANGLE A beat cop comes running up , and Murtaugh shoves Rianne in his direction . Flashes his badge .ANOTHER ANGLE - MURTAUGH AND RIGGS go running after the car . Side by side . Beaten . Bloody . Naked from the waist up . Murtaugh FIRING his PISTOL . Shot after blazing shot . Riggs unloading with the M - 16 on three - shot mode , the muzzle flash blinding , the noise DEAFENING - Until pedestrians swarm suddenly into the line of fire . Blocking them . Except Murtaugh wo n't give up . He runs after the car , shouting :His GUN CLICKS empty . He tosses it aside . Pulls another from his waistband . The car . Far away . FIRES FOUR more SHOTS . Collapses in the street . Nearly ' unconscious . Crawls forward after the car , blood streaming from his broken nose . Going on sheer guts . Finally gives out . Slumps in a heap . Riggs kneels beside him as a police CAR ROARS up to them , flashers spinning . Riggs is a man possessed . We PANA - GLIDE with him as he runs forward . M - 16 in one hand . Badge in the other .He takes off after the Joshua 's car . On foot . Someone better tell this guy to lighten up . The car is far ahead , racing onto a freeway on - ramp . Riggs runs . Sweat pours off him . Seeing the car on the ramp , he changes direction . Starts running an intercept course . Leaps out into the street - Spins , as a TRUCK BLARES out of nowhere , BRAKES SQUEALING , HORN SHRIEKING . Somersaults over the hood.Lands . Keeps moving . Barrels across the street . Faster now . Even faster than before . Feet pounding . Gun swinging . Dashing out onto the freeway overpass . Where , without stopping , he promptly jumps the guardrail . Drops through space . And lands , thump - ! Atop the big green freeway sign . Swings like an acrobat . Dangles from the sign , twenty feet above the ground . Levels the M - 16 one - handed , switches it to full auto . Waits . BENEATH HIM Joshua 's CAR comes SCREAMING through the underpass , doing eighty . Riggs unleashes the GUN . It BLAZES with cruel FIRE . STRAFES the back of the car . Sure enough , BLOWS out both TIRES - Throwing the VEHICLE into a deadly SKID - Slewing across the freeway - STRIKING the GUARDRAIL at sixty - plus . It slides for a full hundred yards , sending up a shower of sparks . The back tires disintegrate in a trail of burning rubber . The CAR GRINDS to a halt . The door opens and Joshua rolls out . Riggs FIRES . Kicks up a cloud of cement near the merc . Joshua RETURNS FIRE . ANOTHER ANGLE Big chunks of the.freeway SIGN BLOW OUT next to Riggs ' head . He is showered with wooden debris . Riggs lowers the gun . Lets go and drops twenty feet to the pavement . Lands , rolls , comes up . A CAR swerves around him . CRASHES into the guardrail . Riggs does n't even look . Instead , he begins to walk . He is a fucking juggernaut . UP AHEAD Joshua turns , sees Riggs - and stops .They are separated by perhaps two hundred yards . Joshua snaps his rifle to his shoulder . Eyes glued to the scope . Riggs swings his own rifle into position - and we 've got the showdown at the O.K. Corral . A battle of wits . Each one scanning through the scope . Looking for a clear shot , as CARS SWERVE around and between them . The crosshairs sweep the freeway . Perfect concentration . Riggs . Joshua . Two soldiers . And suddenly , the shot is there : Joshua sights in on Riggs ' position . Only problem is , Riggs ' rifle is pointed right at the CAMERA . He is sighted in on Joshua . Simultaneous . They FIRE at the exact same moment . TWO SHOTS . Two distinct RIFLE CRACKS . Riggs takes it in the shoulder . Blown backward . Joshua goes down , winged . Riggs . Joshua . Each looks like shit . They struggle to their feet . And that 's when a car backs up into Riggs at thirty miles an hour . Broadsides him . Sends him flying . UP AHEAD Joshua rushes up to a stalled car . Throws open the door . Yanks out the driver , hops behind the wheel . ROARS away .

An ambulance shudders to a halt and two ORDERLIES hop out . Uniformed COPS are struggling to hold back the crowd . One of the Orderlies rushes up .He points - and suddenly frowns : There is no one there . Murtaugh is gone . Nowhere to be seen .

A MERC is driving , foot glued to the pedal . THE GENERAL sits sweating in the back seat . ANOTHER ANGLE The headlights flash wildly as the car roars down the alley . The General stares ahead , and suddenly - . ` Cause would n't you know it , there 's ROGER MURTAUGH . Fifty yards away . Standing in the middle of the street . ANOTHER ANGLE There is no reason for Murtaugh to be standing . He is a walking testament to man 's ability to bloody himself . And he 's pissed . The Merc sees him , snarls - punches the gas . Murtaugh holds his ground . He can barely stand . And then he does a peculiar thing : He examines his hand . No question . A definite tremble . Scowls . Stretches . Cracks his neck . Shifts from foot to foot , steadying himself . He has one shot . The numbers are falling , it 's all coming down - And he 's ready . The van comes barreling in . Doing fifty . Now or never .He cross - draws with lightning swiftness . BAM . The REPORT is DEAFENING . The WINDSHIELD promptly SHATTERS . And the Merc sprouts a neat third eye . Perfect shot . Dead center . The van swerves . Murtaugh steps out of the way . Deadly calm . As the van careens past - He salutes the General . Watches , expressionless . The CAR SLAMS into a telephone pole and rolls over . GRINDING METAL . An ERUPTION of GLASS . It continues to roll like some great beast , crumpling and folding like an accordion . Comes to rest , upside down in a sea of glass .

The General is pinned beneath a crumpled door - frame , struggling to break free , as FLAMES lick upward from the ruptured gas tank . And then the General sees something which ruins his whole day . The Merc 's corpse , sprawled over the steering column . * with a shiny metal GRENADE attached to his belt . * Flames dance around the grenade * ANOTHER ANGLE * The General squirms , strains , yanks for all he 's worth . * Fingers reaching out for the grenade . * Flames burning his outstretched hand . And it is , as they say , all she wrote . *

Murtaugh is walking like a zombie . Away from the VAN . Gun held loosely at his side . Suddenly - It BLOWS sky high . A tower of fire . Blows Murtaugh flat . Knocks him ass over teacups . ECHOES down the street . Turns night into day for one brief instant . And then - Then something truly incredible happens . For the first time in nearly a century - it begins to snow in Hollywood . Murtaugh looks up , a `` What the hell ? '' expression on his face . Sure enough - HEROIN is sifting down on the night air , ten million dollars ' worth . A cloud over the entire ' street . Swirling in the breeze . MURTAUGH gets slowly to his feet , checking for broken bones . If it was n't busted already , apparently it 's okay now . Time passes . A hand rests on his shoulder . MARTIN RIGGS Stands next to him . Cops swarm behind them . The heroin snow continues to fall . The wreck burns . Riggs looks at Murtaugh . Murtaugh looks at Riggs . The two most physi - cally abused men in film history .He moves away . Riggs starts to follow . Goes to toss his cigarette in the gutter , and stops : There is a tiny , red mark at the tip of the filter : It is the cigarette . The very last one . He stares at it , a sudden glimmer in his eye .

The Christmas lights shed a happy glow . The lawn is still littered with toys . Two uniformed COPS are watch - ing over the house , sitting in a police car across the street . One of them munches on a sandwich . The other is doing a crossword puzzle . A car pulls up next to them . The door opens - out steps Mr. Joshua .Joshua takes an UZI from beneath his coat . No hesi - tation . BLOWS them apart . Walks forward , gun smoking . Crosses the lawn to the front door . Kicks it to splinters .

A police CAR PEELS around the corner . Takes out a Salvation Army BUCKET , which POPS like a clay duck . Coins shower every which way .

Murtaugh is driving like a lunatic . Beside him , Riggs holds a handkerchief to his gunshot wound .

Joshua stalks down the hallway of Murtaugh 's house . Stops in front of the bedroom door . Holy Jesus . He kicks it open . SPPAYS the interior with GUNFIRE . Shreds the mattress , dices the pillows . Trashes everything in sight : Star Wars posters . Stuffed animals . Stereo . Empties an entire clip of .9 millimeter slugs . Except the bed is empty . There is no one there . Joshua snarls . Turns . SERIES OF SHOTS Kicks open another door . TRIGGERS DESTRUCTION . Plaster and wood fill the air in a cloud . Room to room . Search - ing . Growing more and more enraged - because there is no one here to kill . He is blowing the shit out of an empty Santa Monica bungalow . He bursts into the only room he has n't visited . Living room . It too , is empty . There is a note , however . Taped to the Christmas tree : Big letters . DEAR BADGUYS NO ONE HERE BUT US COPS . SORRY . - THE GOODGUYS Joshua swears . Runs for the door . And a police CAR drives through the front of the house . PLOWS into the living room , shearing boards in half , BURSTING WINDOWS , GRINDING to a halt in a sea of glass . Joshua spins , triggering the UZI . - STRAFES the car . A withering FIRE . Empties an entire clip at the front WINDSHIELD , dicing it to SMITHEREENS . Waves the gun like a WAND , STRAFING X patterns , FIRING all the while , completely EXTINGUISH - ING the car and all life within . Stops . Silence . Floating debris . Joshua lowers the gun . Breathing hard . Crosses the room , his boots crunching through broken glass . Yanks on the driver 's door . It falls loose with a metal clang . ANOTHER ANGLE A cop 's nightstick has been jammed against the accel - erator pedal . The car is empty . Joshua spins , startled Stares across the room At MARTIN RIGGS , who sits calmly on the windowsill .He raises his gun and fires without blinking . Blows the gun out of Joshua 's hands . Smiles a big shit - eating grin . Joshua turns and dives through the hole in the wall , lands outside , comes up running , but sorry , no dice because there stands Roger Murtaugh . Drawing a bead on Joshua 's running figure .Joshua stops dead . Turns , growling low in his throat . A fire hydrant , sheared off by the runaway car , sprays water high into the nighttime air . The wind blows . Martin Riggs steps out of the house . Pointing the .38 Special like a finger of doom . Strolls toward Mr. Joshua . the gun is rock steady . Riggs ' eyes meet Murtaugh 's , and he speaks with deadly purpose :He steps up to Joshua . Smiles . And then he does some - thing very strange : he relaxes his grip on the gun - And throws it away . Faces Joshua . Raises his arms , and carefully places them behind his head . When he speaks , his voice drips menace :A moment . Then Joshua calmly plants himself in front of Riggs . Around them , water showers down in a gentle cloud . SIRENS APPROACH in the near distance . Joshua and Riggs . Two soldiers . Their eyes lock . And you better hang onto your popcorn , boys and girls , because it 's about to get ugly .And so it begins . They start to circle . Riggs and Joshua , perfect concentration , round and round and never , never once does their focus break , because , baby , these guys are pros - And here 's something funny : they are n't looking at each other 's eyes at all . Rather - They 're watching each other 's hands . RIGGS His fingers twitch . Flex . Wrist making slow , laborious - circles . JOSHUA Shifting from leg to leg , floating his balance . MURTAUGH looks on , sweating it out . He 's not happy , he wants to end it . And yet he waits . RIGGS AND JOSHUA All we see is their eyes , straining , focusing , scanning for an opening .Riggs shifts . Blinks . And : JOSHUA springs . Foot coming out like a shot , Riggs jerking back , inches - meanwhile , Riggs - countermove , spins , tries a back kick , no dice . Joshua no longer there , where is he ? Shit - ! Comes up , darts a punch to Riggs ' neck - Riggs fields it , snap the left . It comes out of nowhere . CRACK ! The sound of Riggs ' rib breaking carries clearly . He grunts . Thrusts , inviting a countermove . Joshua counters - And Riggs snags his hand , picture - fucking - perfect . Breaks one of Joshua 's fingers . Ouch . Backs off . Joshua backs off . The two of them . Wounded , they circle . Round two . MURTAUGH Meanwhile , is raising his gun , pointing it at Joshua . Riggs ' voice cuts like a knife :Murtaugh lowers the gun . Stares , fascinated , at this contest between two consummate professionals . In for the kill . It is a dance of the forces . Riggs is on fire . Leaps , avoiding a shot to the knee , spins , slams the knuckles of his hand into Joshua 's nose . Busts it . Joshua snarls , drops - Catches Riggs ' arm over one shoulder . And , ladies and gentlemen . Riggs has just fucked up . CRACK - ! His arm breaks . He screams with pain . Screams with anger . Tosses three shots at Joshua . SNAP . SNAP . SNAP . RIBS , SPLINTERING . Joshua hissing with pain . Lets go . Back off -LRB- Riggs -RRB- . Back off -LRB- Joshua -RRB- . In pain , they circle . Round three .He launches himself at Joshua . Joshua strikes , scores a minor point , breaking Riggs ' collarbone , except Riggs does n't care , nosirree Bob . ` Cause he just hit paydirt : Joshua 's knee . Boot - strikes , BAM - ! Shearing the knee , maybe bursting the cap . Joshua shrieks , but then again , so would you . And he promptly jack - knives his fist right into Riggs ' broken arm . Three times . Riggs bellows . Refuses to quit . Slams his head into Joshua 's busted nose . Pop . Does it again . Joshua , hammering the broken arm . Pow . -LRB- Scream -RRB- Pow . -LRB- Scream -RRB- . Until , son of a bitch . The pain is simply too intense . nothing human can withstand it , they fall away , staggering , wrenching to a shaky halt , facing one another , standoff . Exhausted , limping , hardly able to speak . POLICE CARS Pulling up now , cops stumbling out , guns clearing their holsters as Murtaugh waves frantically , screams :RIGGS spits , gazes straight at Joshua . Joshua stares back . Two soldiers . This close to collapsing . Until , breaking the silence - comes Murtaugh 's voice :A moment . and then , my friends , Riggs does a peculiar thing : He smiles then . Damned if he does n't . And rises up . Standing . Standing straight . There is no way he should be able to do this . And then he speaks , and it 's like the voice of doom , and all of a sudden we know that this guy is a fucking legend , we know why the V.C. en - forcers whispered his name at night in the foxholes . He is Riggs . And no one can touch him . No one .He steps forward . Stands . Joshua springs - thunders his foot into Riggs ' hip , separating the bone at the joint . And Riggs does n't blink . His hand comes out . Lightning quick . There is a sick - sounding CRACK - And Joshua is dead before he hits the ground . Riggs hovers over the corpse . breathing spastic , saliva dripping from his lips . takes a handkerchief , wipes his hand , and says :At which point , he collapses like a sack of grain . MURTAUGH is running forward , tears in his eyes by this time , falls to his knees , cradling Riggs in his arms , while the assembled cops look on in thoroughly stunned silence , what they have just seen is beyond their wildest imagining . ON GROUND Riggs looks at Murtaugh . Murtaugh looks at Riggs .Riggs throws him a look .Riggs grimaces in pain -He chuckles . Groans . Passes out . The water RAINS steadily down . The night wears on .

Christmas carolers sing outside at roadside . A big banner screams MERRY CHRISTMAS to passing cars . Christmas lights . Tinsel . Murtaugh and Riggs stand on the sidewalk , huddled against the chill . Riggs stands , braced on one crutch . Arm in a sling . Their breath plumes out in front of them .Murtaugh looks at him .He walks off down the street . Murtaugh watches him go . Pause . Turns up his collar against the chill , takes a few steps . And a man steps in front of him . The same Punk who Riggs beat the shit out of at the very beginning of the film .Murtaugh stops . Stares . Blinks . And proceeds to kick the shit out of him . A kick . A punch . The Punk lies on the sidewalk , semi - conscious . Murtaugh scowls and says :

RAIN pours down . Martin Riggs stands over a lone grave . There are dark hollows under his eyes . The wind tugs at his hair . The tombstone reads : VICTORIA LYNN RIGGS . BORN : 1953 . DIED : 1984 . He reaches beneath his overcoat and removes a bright green Christmas wreath , which he places atop the grave . Kisses his fingertips . Presses them to the moist earth .The rains starts to fall . Riggs is oblivious .

Carpenters are at work , patching and repairing . The Christmas lights still shine defiantly . A car pulls up . FRONT DOOR As a hand knocks softly : The door opens - and there stands young Rianne . Adorable . She looks up at the visitor . It is Martin Riggs .He hands something to her . She takes it . The bottle of pills . It has a red ribbon tied around it .Rianne nods .Riggs thinks it over . Shakes his head :Riggs turns to go . Rianne stops him :Beat . He stops . Turns and looks at her .Rianne blushes . Riggs begins to walk away , into the rain . Until Roger Murtaugh appears from inside the boat on the trailer hitch . He stands on deck and looks down at Riggs . Riggs stops . They stand there in the rain for a moment . Then Murtaugh looks him square in the eye and says :Riggs nods . A moment passes . Then :He smiles . Murtaugh smiles . The rain falls , as they enter the house together , and we THE END

Marcel The Shell With Shoes On Screenplay by Dean Fleischer Camp Jenny Slate Nick Paley Story by Dean Fleischer Camp Jenny Slate Nick Paley Elisabeth Holm Based on the online shorts and characters created by Dean Fleischer Camp and Jenny Slate

The top floor of an old drafty Craftsman home. Dark, mostly empty, maybe abandoned. The only sound is a repeated, low- register WHISTLE. It has a solemn or devotional quality to it, like the sound of an empty soda bottle on the beach. We PUSH slowly through the darkness, floorboards creaking, toward an OPEN CLOSET. Details begin to emerge: Old clothes in garment bags, desiccated house plant, a tennis racquet with a broken string. The detritus of a past life. Suddenly, deeper in the closet, SOMETHING STIRS. We stop. It stops. A BEAT. It shifts. Emerging from behind the tennis racquet, it is- A TENNIS BALL. It rolls a little ways into the hallway toward us. Nothing pushing or pulling it. No visible strings and no obvious force acting on it that might explain this behavior. It stops suddenly, rotates left, then right, like checking both ways at a crosswalk. It banks a left, navigating around a bra on the floor, and continues casually out of frame... We linger on the closet, what the f\*ck?

Downstairs is the same: Cobwebs, neglected house plants, discolored squares on the wall mark where pictures used to hang. Through the silence we hear: THUD...THUD...THUD... The TENNIS BALL descending the stairs. THUD-THUD-THU-THU-THU- THWACK!! It hits the landing with force.It reorients itself, then pushes past us toward the living room.

Crossing the living room, it navigates over rugs, around couch legs, etc, until-The ball slams into a chair leg.It reverses, corrects course, continuing toward THE PICTURE WINDOW- Underneath the WINDOWSILL, the ball rolls to a stop, lightly bonking the wall.CLOSE UP The BALL shifts, rocking back and forth to build momentum. EFFORT NOISES growing from within and finally- Pop! A FLAP on the ball swings open! MARCEL tumbles out. He is a one-inch tall snail shell with a single googly eye, wearing a pair of sneakers. He is not- to be clear- a snail or slug, or any kind of little crustacean who inhabits a shell; He simply is a shell. With shoes on.He climbs out of the ball and clomps over to a PULL CORD dangling from the window shade. He hops onto it, yanking the cord downward and activating its PULL MECHANISM- ZIIIP! The cord, with Marcel on it, flies up out of frame as THUNK! The blinds themselves drop and UGH!! Marcel LEAPS off the cord as it arrives beside the windowsill. Ta-da: A perfect makeshift elevator. MARCEL marches to the other side of the windowsill, where he throws his weight against the TILT ROD that controls the angle of the BLINDS. It begins to turn and finally...WHOOSH! The blinds turn- MORNING LIGHT pours in through the open window, brightening the room- Street noise filters in- Wind rustling leaves, distant foot traffic, the morning commute

Eh. Not in the way that I think you would think it would be, but-

It's pretty much common knowledge that it takes at least 20 shells to have a community. That's the minimum you need to survive. So, I think at first I was thinking, 'We're not going to make it.'

But sometimes you just have to disregard those rules and think, well, actually the rule is that I want to be having a good life and stay alive, and not just survive, but have a good life.

I appreciate its different beauties but it's not the way I would have done things if I was still in the group.

My dad, Mario, and all of his sisters, would be out on the limb, and they'd be jumping up and down on it to make the tree shake. But, they're not here...

And then the rest of us would be down here just collecting all the berries.

Back when the Man and the Woman lived here, there were a lot of us.

...and there were things to say because there were more people to talk to.

But, I just tie a hair to a piece of lint, and I drag it around.

Everything has a function with her. There's no one button that's there for decoration. You know what I mean?

But I will say you can really see her tender side when she's working with the bugs.

But Connie's made friends with many of them, and in return they actually help her with the gardening.

It reminds me of Whoopi Goldberg in Sister Act. How she helps them to do graffiti in a meaningful way, or something?

I don't know how it started... But the man and the woman started to yell at each other, more often than they would talk to each other.

I don't know how to describe it. It's like a thunder or something, you know, you just hear these big noises from the sky. My cousin's house fell down from one time when the office door got slammed.

This was a Sunday, and everybody gets together on Sundays, and we all watch 60 Minutes as a community.

My heart started pounding. It was the big one, and we had no warning.

What we think happened is that everybody scooted into the sock drawer and the man just opened the sock drawer where all the shells were, and he dumped all the drawers into the suitcase.

It's always what they say, on the days when you have a really keen sense of being lost or losing something, that it often feels like the sun shines the brightest. And it was a really sunny day with a good breeze, and I just remember thinking, "If I was somebody else, I would really be enjoying this."

It goes so deep and it just goes so many directions into the world. So many people.

And we're all looking at the same things, and we're all doing the same things. And it feels like--I don't even know how to describe it. It's like really important.

It's all been really fun, having all this happen, it's a big feeling and it's nice. The other part of it is I think I find my mind wandering a bit, just thinking.

What would my family think? And noticing they're not here to share it with me.

But I do wonder what my dad would say and my mom would say, and I think they would like it a lot.

But, what I was able to piece together was that she got startled, then fell off the dryer.

She's just not able to do a lot of things she used to be able to do.

But for her, she likes the dust. For her it's special. She's not from here. She's from the garage. That's why she has the accent.

She traveled here by coat pocket when she was really little. So, I think it reminds her of home.

I'm trying not to treat her any differently. But it's keeping me on my toes, I'll tell you that.

I don't want to get ahead of myself, but she seems to suddenly have a lot more energy.

She had a vibrant past, and a colorful personality, and she didn't get sanded down by life.

You do want to make sure your parking space is like, perfectly flat.

Most of the innovations Nan and I came up with, you know, they're just not necessary anymore.

It's just different now, after living alone for so long. I find that sometimes being in a big group can be overwhelming to me.

And I like it because there's a window that is always open a little crack there.

I would stand there, and sometimes I would tell her things. Ask for advice. Or just let sounds come out of my mouth.

And one day, I was just sitting, and the wind blew in. And it blew just over my head in such a way and made a beautiful whistling sound.

It felt just like her to lead me to a place where I would experience something new and special.

It connected me, I felt, to everything. Because if I wasn't there the sound would never exist. I felt like everything was in pieces but when I stood there, suddenly we were one large instrument.

I like to go there a lot. Because it reminds me that I'm not just one separate piece rattling around in this place, but that I'm part of a whole. And I truly enjoy the sound of myself connected to everything.

Marcel hauls a heavy (for him) NYLON ROPE across the lawn toward a GINGKO TREE.He drops the rope at the base of the tree, surveys a homemade knot... CLOSE UP- MOMENT LATER The ROPE now cinched to a particular BRANCH that is heavy with GINGKO BERRIES.We FOLLOW the rope as it snakes down the tree to the ground, through grass and across the yard, where it disappears into the house through an OPEN WINDOW and...

...LANDS at the foot of a heavy ELECTRIC STAND MIXER. The ROPE is tied to the ROTATING ELEMENT.Marcel kicks the "START" button- MIXER whirs to life yanking the rope- CLOSE ON ROPE It WHIPS back and forth CLOSE ON BRANCH The rope shakes the tree violently, causing the BERRIES to fall and CLOSE ON GRASS hit the ground with gentle thumps and BACK IN THE KITCHEN- Marcel observes his handiwork from the windowsill. He turns:

"Hm-mm I want to linger/ a little longer/ A little longer here with you...

Hello. My name is Marsh- Ah, darn it. That's not the first time I've done that.

My name is Marcel, and I'm partially a shell as you can see on my body but I also have shoes and um- a face! So, I like that about myself and I like myself, and I have a lot of other great qualities as well-

I come to the bathroom and I get these hairs. Curly hairs, they're the strongest. Cause you have to uncurl it, but then you can see it's really long and strong!

This is my bread-room! Uh, it's a bed room, but I sleep on a piece of bread so I just call it my-

Some people say that my head is to big for my body. And, then I say: Compared to what?

Sometimes, if don't have a way to itch my itch, the only thing I can do is I just stand there, I just let it get me, and I just have to scream it out.

"You miss 100% of the shots you don't take!" That's by the famous sports player named Wa-...

I got a couple of almonds. I have a dozen peanuts. It's basically your dry goods. You got a Craisin with the raisins, but the Craisin sits to the side because it is a treat.

Uh, it's like, it's like a slide or something. Like I don't even actually know what this is.

I don't know why you would call- what is cleaning the house if all she does is move things around and disturb the entire environment.

Ah dangit. Sorry, we gotta pause. I gotta check on Nana Connie if this lady's gonna be running the vacuum.

This is the rover. It's the vehicle I use when I'm trying to get somewhere really fast.

It's a good thing I don't have a car that I like care care about, it doesn't handle that great but-

Just, watch your step please. Hopefully... she's... right around the corner here.

Can you actually wait here a sec? Because I do think that with you and- and with the camera it's just that I-

Oh. It's like- A movie but nobody has any lines and the, nobody even knows what it is while they're making it.

I mean, I hope so. I guess you could really spin it and make me look like a total...

Once or twice a week I'll find her snoozing in a laundry basket and she doesn't have a sense of how she got there.

You know, my cousin fell asleep in a pocket. That's why I don't like the saying, "Everything comes out in the wash." Because sometimes it doesn't. Or, sometimes it does and they're just like a completely different person. 'Cause after that, my cousin would just sit by the window and wait for fire trucks to go by.

Really gotta move it, really gotta groove it. Taking that time to let you lose it.

"Mmm and as the years go by/ mmm I'll think of you and sigh/ Mmm that it's so long and not goodbye...

Yeah. We love it. We just call it the show. That's how much we love it.

I put, first and foremost, my parents, Catherine and Mario, next to each other with a heart. My brothers here and here. I put my music teacher, the Maestro.

I would say goodbye to everybody one by one. I'd like to say goodbye to my neighbors, the Costas.

Goodbye the Costas. Even though we had a language barrier, you were my neighbors. You always liked to garden.

Thank you for letting me share that watermelon slice with you and your cousins.

Goodbye Richard. You were the worst singer in our class, but I always loved how you let me cut you in line.

Goodbye, Mrs. Kim. The time that you ate a pepper flake and it made you fly into the wall was one of the funniest, yet most serious accidents any of us ever witnessed and you bore it with great grace and bravery.

Goodbye Brad, thank you so much for rolling that marble into my breadroom. I still keep it to this day.

There she goes. There must be so many others like me. It's impossible that there wouldn't be, and not just my family. They're out there, somewhere out there.

Every time I do this that dog loses it. He sees something truly elegant in the sky and this is his reaction?

His name is Mark. They disappeared from a house owned by a woman named Larissa. Here it is...

You know, Dean, have you ever thought that your life might be a bit less lonely and a bit more integrated if you took the time to just connect with somebody, and not just make videos about them?

"SHE?" What? But my dad had pink shoes and so did my grandfather.

"So cute." "Peace." Uh, yeah obviously peace. What a weird thing to see if someone else is into. Like of course I'm into peace. No, sorry, I'm a real war person. No, WAR. I sign all of my personal letters WAR.

It's still a group of people, but it's an audience. It's not a community.

Mark drove away in a teal car. So we can go look for it. If we find the car...

Wow! OK, it actually doesn't even seem that big! I mean, it's big. What we need is to get up high, and then maybe we'll be able to spot his car.

When I need to look out over the whole rug, I get up high. I get up on the mantel.

Great!! So we'll just head up to the top of this thing, and we'll be able to see it.

All right. So you've got the book, you've a little bit of a raisin, which I really don't think you're gonna finish, but--- go to town. Go to town. Also, you have two drips of- Look over here.

You have two drips of water. You got an LED flashlight in case the power goes out.

Finally, this is the sparkler. What you do is you light this end on fire, and you step back. This can act as a flare. All right?

You know what? Now that I'm thinking about it, why don't we just put the colander over you now if you want.

God, I am so sorry. How many times a day do you throw up in your car?

There's a lot of places to get tattoos. Psychic Love Expert! Wow! I bet- Wow!

Yeah. Like, you got a lot of smoocheroonies in your future, I can see it now.

There's so many places that they could be. Do you think it's impossible?

Oh man, look at this riffraff, they're right on the- they're right on the lawn, they came right up. Are they taking pictures or...

Please, just lean your whole self on me. Put all your weight. Don't worry, I can take it.

It could just be that she doesn't remember. I think that's probably the case.

But you're also here. I was sharing, you didn't also think to share?

--and you're just pointing that around? Do you always need to be filming?

I just can't have more people coming to the house like how it happened today.

This recovery is not happening fast enough. Now she has attitude. And I feel bad.

We'll just do it once she's feeling better and once she's moving around better.

I'm not. I don't know when I'm going to get another one. This is how I live.

We just had to work so hard, just to do this. Just doing things and learning how to survive on our own. And I guess it's-

We need quiet, Nana. We don't need a lot of people coming in here, and-

You know, I don't even know what we're supposed to be making here. What is this even a picture of?

Do you think it's a possibility that something could come from-?

Water, got your water here. Ice cold, thirst quenching water. Who wants it? A water, water. Who wants a water?

Aw, man. There's definitely a storm rolling in. I can feel it. I can feel it because my shell feels tight.

I made a decision for your health because I was worried about you.

I don't want to lose everything in the hope of something... which is already gone.

Look at ponytail over here lookin' around for the bathroom tryin' to act like it's not an emergency.

Okay and now he's back in real life. This guy over here, look, real life...on TV.

...especially after being very excited. Have you ever done that before? Like, when there's a party in your house? Sometimes, it's easiest to rest when you go off by yourself, and you can still hear the noise of the party and you feel safe knowing that so many people are around.

No, nope. I don't know what you want. I can't help you. I don't know what it is, and she's not here, so you gotta...go.

I really don't know what to do with you. I don't know what to say.

No. None of those things were right, no. You're like sitting halfway on the chair. Go home and think about it.

We just tried to stay out of their way, stay out of sight and it worked.

Well, I don't do the clock the way that you guys do the clock. But I'm watching the changes in the trees, and the flowers that have bloomed, and the blossoms that have fallen. The buds that have come and bloomed again. So, I couldn't tell you, but the space in my heart gets bigger and louder every day.

He had just the same kind of man face. Like two eyes, that kind of thing, the mouth with all the teeth.

Okay, well...I don't really know where else to look. I don't know what to do. I don't know the area.

This is definitely the bag, so that is good news. I'm not- I'm not going to start to feel down. This is like...

Put your weight on the front foot, and then you un-stick the back one...

She's really good. Especially for such a little one. You know what it is, she has that thing when you're young, and you have no fear because you haven't injured yourself yet?

You know what I mean? You don't know what risk is, you just zoom around all the time.

I will. I really promise I will take a turn around the rink, I'm just kind of-

This is the stock that I come from. You can see a direct line to Nana Connie with this one.

Oh really? Cause we had a garden in our place. I never saw you picking any flowers.

Just- well, don't do anything. Just do whatever you'd normally be doing. Like, if I weren't here?

I can't tell her to go home. This is the scheduled time she is supposed to clean. The Airbnb host...

I had to move out of my old place, so I'm staying here until I find a new one.

That's sort of a way to put it. Yeah. No, I just am making a little video portrait of Marcel and his life.

Yeah, but I don't want to be in it. That defeats the whole point of this.

I just don't think it's a good idea because if we don't have a plan, we might just waste a lot of time-

Mm-mm. This is, like, one part of one big city, but there are many big cities. There's lots of them.

Hey, guys. Guys. Would you mind just moving a little bit so we can pull the car in?

Well, we got separated recently. So that's why I'm staying here. I've been looking for a new place.

Uh, yeah. But I'm making a movie about you. Not making a movie about me.

I mean, I could ask them to keep the crew really small, they wouldn't make such a big footprint.

Uh, yeah. I think he's just worried. I think he'll lighten up once you're feeling better.

Well, do you mind if I stay up here for a minute? I'm just- it's a short thing.

Well we can just pick it up later. Let's talk about something else.

Oh yeah, aren't they nice? They're from the bike path. There's a bike path that goes behind my house.

Marcel checks the state of the berries from the fallen bunch.He rolls the gingko berry out of frame.

Ah-ha! And the winner is! All right, let's get it rolling baby. You're coming with me.

Marcel pushing the berry, slowly making his way toward a dilapidated TREE HOUSE. He stops, exhausted, starts just kicking the thing instead. The grass is tall and overgrown, so we can't actually see him- just the berry popping up each time he punts it. From a nearby drainage pipe, a family of JUMPING SPIDERS looks on, indifferent.

TRACK through an empty dining room full of huge-seeming, human-sized furniture, an ancient oak dinner table, toward sounds of LAUGHTER echoing from, well...WHERE? Another life? The distant past? We LAND instead at the foot of a small CHINA HUTCH where, inset, is a second, much smaller DINING ROOM and-

PUSHING IN, we find: Bistro-style CHAIRS fashioned out of WINE MUSELETS. A dinner table made from plastic PIZZA TOPPERS, neatly appointed with HANDKERCHIEF TABLECLOTH, a pair of QUARTERS for dinner plates (DIMES for salad, naturally). Illuminating the space are a bouquet of half- melted BIRTHDAY CANDLES standing on end a la tiki torches. This is the source of all the laughter: MARCEL is seated across from another shell CREATURE- his grandmother NANA CONNIE (80s, Italian accent, tougher than she looks). They're post-meal, singing-laughing-roasting each other, crumbs everywhere, a drip too much wine maybe had.Marcel cracks a joke and Connie- LOSES her shit! SLOW MOTION as she tosses her head back cackling- crying- beautiful in the flickering light- Hers is a warm summer exterior concealing all the hardscrabble winters.CLOSE ON REFRIGERATOR- On the door, FADED PHOTOS of a HUMAN COUPLE (MARK and LARISSA, we will learn) happy and in love. Above them is a newer, not-so-faded LAMINATED WELCOME CARD: "Welcome to our AirBnB!"SUN ROOM- Track past a variety of wilted HOUSE PLANTS. Between the branches we see a network of tiny TREEHOUSES and FOOT BRIDGES, all constructed from popsicle sticks and repurposed human garbage, all now abandoned... LIVING ROOM- The shelf of a neglected BAR CART. Amidst a forest of champagne flutes is a miniature PARISIAN-STYLE CAFE, now defunct, shrouded in cobwebs.

Connie reenters frame, dragging a stack of VHS TAPES into place to serve as a stage. Marcel climbs the "stairs"...Connie has a seat on a cork in the front row. Marcel clears his throat and sings...

Yeah. She's okay. She's a little loopy. She had a little bit too much, uh, nectar. "Il vino fiore." Right Franny?

Let her dry off here in the sun, and in a few seconds, you'll be dry.

They turn the soil. They break it. It's wonderful to have them. I see their beauty.

I think I can tell that he's performing for you a little bit, you know?

He hasn't been able to get that since the others were taken from us.

"We are wondering if you might be interested to discuss doing an interview piece with Lesley Stahl."

I think he's afraid of change. Especially after what we went through.

They put the ball over a net sometimes...but the net has a hole, so it comes right out.

Is that why? 'Cause he's heartbroken. Are you heartbroken, Dean?

He was acting calm and collected. And I knew he was like, in the front, Mr. Serious Face, Mr. Cucumber. But inside, butterflies.

You didn't even ask me, you just said, no 60 Minutes. No. End of story.

You may be good, you may be not. But just take the adventure. Don't use me as an excuse not to live, hmm?

I know that you like these kinds of things for your movie. It might be good.

I found this the other day. It's about season change. This book I had for many years, but I had not noticed this part, which I'd like to read you:

The trees are coming into leaf, like something almost being said.

End of day- sun slipping behind trees- the neighborhood grows dark, save for the small TWINKLING LIGHTS in the one single window. Marcel's voice becomes distant, still hear faintly:TITLE CARD: Marcel the Shell With Shoes On CUT TO BLACK:

Hm-mm, it's such a perfect night/ Mm, it doesn't seem quite right/ Mm, that it should be my last with you/ Mm-mmm.

...if somebody moved and nobody noticed Nana Connie, she could be behind something.

Marcel scratches his back on the rough edge of a cement FLAGSTONE.A beat as Marcel considers this.

The ROTTED PLYWOOD LADDER of what was probably once a kid's treehouse. Marcel stands atop one of the slats, eyeing a length of TWINE which is stretched taut (like a TIGHTROPE) to something off-screen. Dangling underneath the tightrope is a TODDLER-SIZED ATHLETIC SNEAKER with the shoelaces looped over the twine to form a ZIP LINE. Marcel tiptoes a little ways out onto the twine until he's directly above the sneaker, then dives off, cannon-balling into the open sneaker/zipline carriage below. This generates enough bounce that the shoe is jostled from its resting place and begins to slide down the rope... WIDE SHOT As the SNEAKER, with Marcel in it, zips toward camera!HARD CUT:

Marcel is now safely on the other side of the zip line, which ends at a windowsill off the kitchen. He climbs out of the sneaker, dropping down. CAM ZOOMS IN on the MATERIAL of the twine- a gnarly mixture of torn rags, and bound lengths of...HUMAN HAIR???

Marcel stands next to some suspiciously CURLY HAIRS in the bathtub drain.O.S. Dean stifles a laugh.

Marcel shows off his TREE HOUSE- a two-story structure hidden amongst a ficus tree. At the base of the plant where he sleeps, there are two pieces of WHITE BREAD stacked one on top of the other.Dean's rambunctious dog ARTHUR enters, pouncing, curious.Marcel hits the deck, seeking cover.JUMP CUT- Marcel hides with his back to the stalk of the ficus, Arthur on the other side sniffing...Marcel trying to stay perfectly still as Arthur sniffs near him:

Marcel sits on the windowsill, looking up at the sky:Rapid cuts as:

Marcel stands in the pantry screaming loudly until-- He stops. The itch is over.

Arthur drinks water from his bowl as Marcel eyes him skeptically from a distance:The CAMERA PANS to MARCEL.

Marcel gets a running start and launches himself off the staircase onto THE LANDING BELOW- A SPOON arranged on the floor face up, with a GINGKO BERRY balanced on the flat of its handle. Marcel canon-balls onto the curved end- CLANG!!- flipping the spoon end over end and LAUNCHING the berry into the air where- KITCHEN SPICE RACK- The berry sails past its target (the spice rack), ricochets and SPLAT! explodes somewhere off camera.

Marcel gets an even BIGGER running start, launching himself off the staircase and JUMPCUT MONTAGE OF ATTEMPTS- Berries continue to misfire. Marcel's frustration grows as he repeats the routine: run-jump-CLANK!-SPLAT! over and over again until finally...! KITCHEN SPICE RACK- The area around the spice rack is now covered in Ginkgo splatter. This time, the BERRY x hits it's mark, landing directly on the enclosed shelf of the spice rack.

Marcel stands in a puddle of honey next to a knocked over honey bear container.Marcel walks around the door frame.

With his sticky feet, Marcel marches up the side of the fridge to a WALL-MOUNTED spice rack. Next to the spice rack, he pushes aside a tile, revealing his stockpile.

Marcel pushes a LEAF aside, revealing DEAN'S CREDIT CARD has been installed as a FOOT BRIDGE between two potted plants.

CLOSE ON DEAN'S LAPTOP We see the previous scene ("What is wrong with you?" / "I didn't know") is actually a video playing on Dean's LAPTOP. Marcel stands on the laptop, watching himself onscreen.Marcel drags the video to YOUTUBE, uploading it.The Mac LOW BATTERY warning pops up.The DOORBELL rings. Arthur takes off, BARKING. Dean follows after him.

Marcel stands on the table. In the background, a CLEANING LADY is doing dishes in the kitchen.The cleaning lady dries a glass, examining Marcel's honey footprints tracked up the kitchen wall. She wipes them away.

Marcel stands on Dean's open laptop, facing the screen. Dean shows Marcel his profile on Airbnb site. Dean's profile pic shows HIM and HIS WIFE embracing.Clearly trying to hide this, Dean rushes to click away, OPENING a photo of the HOUSE instead.CLOSE ON LAMINATED AIRBNB DOCUMENT, hanging on fridgeLong beat.Marcel wanders toward Dean's glasses sitting on the desk.Elsewhere, the VACUUM turns on.Marcel hurries off screen.

An old TENNIS BALL rolls down the hallway.The ball turns a corner, crashing into the base of a CD tower. It topples to the ground.The ball takes a turn, picks up speed then rolls past Arthur, who takes off after it. Dean sprints after him.

Marcel stands on the porch's railing, looking out into the GARDEN.He spots CONNIE in the distance. PAN TO REVEAL: A series of window boxes built out into a TIERED VEGETABLE GARDEN with makeshift irrigation.MOMENTS LATER Filmed from afar. Marcel quietly preps Connie in the garden.

The camera approaches Connie and Marcel. They both face him expectantly.

B-ROLL: Panning over Connie's garden. Lush crops and a stone garden shed firmly planted in a wheelbarrow filled with soil. A shoestring ladder and a paper clip pulley system slung over the edge of a window box.Connie approaches a strawberry.She gives the berry a gentle kick.

My house was always very popular. I had lots of friends. And if you told me then, years ago, I would spend so much time in a garden, I would have said, "Are you kidding?"

Because when the couple still lived here, there was always food.

In the pantry, in the kitchen. There were stacks here and there.

We started to have a shelter plan. We all go to the sock drawer. The argument noise will be muffled, and so everyone would be safe there.

I want him to dive in life. I'm not going to be here forever, you know what I mean?

The recent buds relax and spread. Their greenness is a kind of grief.

Is it that they are born again, and we grow old? No. They die too.

Their yearly trick of looking new is written down in rings of grain."

Yet still the un-resting castles thresh in full grown thickness every may.

Last year is dead they seem to say. Begin afresh, afresh, afresh.

Connie pushes a HEAVY ROCK up a ramp, trying to get it to the wheelbarrow garden.

A heart-shaped magnet on the fridge surrounding a photo of the couple -- Mark and Larissa -- who used to live here.

A barren miniature dining room, filled with muselet chairs and jar-lid tables.

Connie grunts, tightening one end of a rope around the ROCK and the other end to a BEET PLANT in the soil. She shoves the rock off the edge of the wheelbarrow and the momentum of its fall wrenches the beet from the soil. A harvest! Ingenious.

High up on a shelf, a book begins to scoot itself toward the ledge.The book falls. Connie emerges, peeking over the edge. MOMENTS LATER Now on the floor, Connie opens the book.Connie stands on the page of a big Cooks Illustrated-style BOOK ABOUT FARMING, quietly reading to herself.Connie finds the page she's looking for and tries to tear it out of the book. It won't come loose--Connie drags the whole book by its page, startling Arthur and knocking over an umbrella holder as she heads outside.

At Connie's feet lays a drunk bumble bee, FRANNY. Connie tries to gently rouse her.CLOSE ON FRANNY, gurgling and foaming at the mouth. Marcel watches, dismayed.

Connie drags FRANNY on a candy wrapper over to a spot of sunlight.

An EARTHWORM tills the soil by swimming through it. Connie cheers it on. Marcel gives it a sideways look.Marcel gags.

Connie takes advantage of marching ants by placing harvested berries on their backs. They lug them indoors.

FRANNY the bee, sobering up now, takes flight.FRANNY flies directly into the window. BONK.BONK. BONK. Hits the window repeatedly, eventually tumbling back down to the ground.Connie turns to Dean. She looks suddenly confused. Doesn't recognize him.Marcel glances past the camera at Dean, sort of embarrassed. He shuffles his feet in the soil.DISSOLVE TO:

SLOW PUSH IN ON: A chapter in the farming book entitled, "DECOMPOSITION." A breeze blows through the room, ruffling the pages. A ghostly- sounding phone rings somewhere in the house.

A tennis ball rolls down the hallway into the LAUNDRY ROOM. Marcel calls out to Connie, muffled inside the ball.Marcel is standing on the DRYER.CLOSE ON laundry tumbling menacingly inside the machine, clanking loudly.The washing machine completes its cycle and chirps a CHEERY TUNE. Marcel blinks.

CLOSE ON DEAN'S LAPTOP SCREEN A YOUTUBE VIDEO titled "MARCEL THE SHELL WITH SHOES ON" plays. It contains moments we've seen intercut with Marcel one-liners.A beat.REVERSE ON MARCEL Standing on Dean's keyboard, staring up at the YouTube page. He notices the number of views - 84!BACK TO THE VIDEOMarcel jogs on a spinning LP, like a circular treadmill.Dean laughs.

Marcel stands alone and sings soulfully, surrounded by birthday candles he's using like tiki torches.

Marcel is a tiny speck in the cavernous dining room, illuminated only by birthday candles.

We hear HEAVY FOOTSTEPS and the sounds of a couple FIGHTING above us while looking Framed photos of them from happier times. The glasses in them rattles.

From under the bed, a shell's POV: Feet of the MAN and WOMAN. Halting steps. Anxious pacing.SMASH CUT TO:

A door slams, and a SMALL POTTED TREE crashes to the floor.PUSH IN ON: The sock drawer, filled with small silhouettes hushing each other.

We see the shells' TV VIEWING AREA. Various seating options: stacked VHS tapes, hotdog bun sofa.ALL MUSIC DROPS OUT

ON A TV LESLEY STAHL introduces a piece on 60 Minutes. REVEAL that Marcel and Connie watch TELEVISION by peering into the next door neighbor's living room.The 60 MINUTES CLOCK STARTS TO TICK-TICK-TICK--

But we could tell something was the matter because the clock started ticking, and it was just the two of us there.

FOOTSTEPS as the man storms into the bedroom. He tugs open a BUREAU DRAWER.The argument noises rattle the house. A SUITCASE is thrown on the bed. Push in on SOCK DRAWER.

MAN walks out the door with suitcase in tow, tiny cries emitting from it.Door SLAMS behind him.

Marcel stands alone on the windowsill, watching a car speed away.BACK TO:

Back in the interview, Marcel is tearing up.Marcel plops into the tissue.

Marcel, wistful, looks out a window. EMOTIONAL MUSIC CRESCENDOS-- BONK! FRANNY the drunk bee slams into the window.

Marcel raises the CEREMONIAL MACARONI HORN and plays it like a shofar...this music continues beneath as we go to

Atop the vanity are tea candles arranged in a memorial shrine. Marcel spins the vanity mirror revealing: the wood backing is covered with carved PORTRAITS of members of his community.

Marcel takes a breather from the CEREMONIAL MACARONI HORN.Marcel takes a deep inhale and begins to play TAPS. It continues beneath the following...

Abandoned shell spaces: A dusty, unused shell restaurant. Chairs made of soda can tabs tipped over, abandoned.

Marcel stands next to the mirror, looking at the carvings.CLOSE ON invidual CARVED PORTRAITS as he says his goodbyes:Marcel looks up at the portraits.

OUT OF FOCUS shot of a TABLE SURFACE MARCEL EFFORT NOISES as the camera swivels around, framing up DEAN, who lays on the couch looking at his laptop. From behind camera, Marcel can barely stifle his laughter--Dean looks up from his laptop and notices Marcel behind the camera. He scrambles toward camera--We hear Marcel CACKLE and run off. Dean grabs camera-- CUT TO BLACK:

Marcel sleeps between two slices of bread. We only see an uneven bump beneath the top slice, rising and falling with his little SNORES.

Marcel and Connie stand on Dean's laptop as it plays Dean's YouTube video of Marcel.PUNCH INTO: VIEW COUNT: 28,687,690.Marcel jumps on the trackpad of Dean's laptop. Music picks up, and we see a series of Youtube reaction videos, launching us into a SUCCESS MONTAGE:-Conan O'Brien, Brian Williams - they're all talking about Marcel. -Connie reads something the screen she doesn't quite understand.REVEAL: A meme of Marcel looking high af. Marcel and Dean laugh. -Scroll through Twitter and Instagram hashtags for #MarceltheShell.-Marcel watches a video of a man with a Marcel tattoo, talking about how it swelled up the next day. Gross. Marcel tries to absorb this with empathy but...NOPE. CLICKS away.-Marcel watches a video of a boy showing us how to pop popcorn using a magnifying glass.

Marcel drags a magnifying glass into position. Light FOCUSES on a few corn kernels on the counter.-A Youtube video of a small business owner hanging a BANNER. -Connie hangs a "CONGRATULATIONS" banner for Marcel. -The popcorn starts to POP, flying everywhere. Connie and Marcel run for cover, laugh-screaming.The jumping spiders look on from the windowsill.

Marcel and Connie recline on cotton balls, happily chomping on popcorn as the light of Dean's laptop flickers over them. Youtube videos of families celebrating with PAPER LANTERNS play on the screen.

Marcel weaves dental floss through the edge of a coffee filter...

Marcel strikes a match and lights a tea light. Coffee filter is perched above it-- a makeshift flying lantern, similar to the one in the video he was watching.Marcel struggles to blows out the match and doesn't, at first, notice the lantern taking flight.A NEIGHBOR DOG can be heard BARKING HIS HEAD OFF.The dog keeps barking.

We approach Marcel, who is standing on Dean's laptop jumping from key to key, typing "how to find your family" into a search engine.All that pops up is a series of stock images of human families embracing.Marcel shifts his feet anxiously.

Dean sets up a LIVE STREAM titled "Help me find my family" on his LAPTOP. He clicks a button: "Go live."We see Marcel on the screen. A confusing countdown begins and we see a camera blinking: "Smile for the thumbnail!"Marcel nervously readjusts, unsure how to pose, and it captures him with his eyes half-closed.We watch Marcel's live stream on Dean'S LAPTOP, the view count rising FAST.Marcel turns to reveal a PICTURE of Mark and Larissa.A PHOTO of the PROPERTY from Airbnb that includes the ADDRESS. The CURSOR clicks on "CONTACT HOST." We hear a phone ring-- audio of Marcel calling HAYSACK REP.Someone in the live stream chat sends a link to the home's street view. Marcel stands on the laptop, staring up at it.

Hi everybody. It's Marcel from before. And I'm recording this video because I'm looking for my family. They were last seen with this man.

What we do is manage properties that are on the short-term rental market. So, if somebody is out of town for a long time or just wants to rent their place out for a while, we handle the ins and outs of that.

If there's a problem with the property I can send someone out, but I can't give you personal information.

This is what they look like. Right here and here and here. I made this just to give you a sense of who to be on the lookout for.

And lastly, this picture here shows the car that Mark drove away in. It is a teal Mishy-bibby. Mitshu-bib-

Please leave any tips or any other helpful comments in the section below. Thank you. Have a great day.

Dean's phone sits on the countertop, Marcel standing on top of it as he speaks to the Haysack Rep.The Haysack Rep hangs up on him.

Still live streaming, Marcel yanks on a piece of dental floss, which unspools a PAPER ROLL (like a map in a classroom). On the paper is a rough CRAYON RUBBING of Marcel's various family members with the word "MISSING" scrawled at the top.

The PAPER ROLL is taped against the memorial carvings wall. Marcel makes RUBBINGS by going over the carved portraits with a crayon. He sneezes, extinguishing the nearby candle - his only source of light. A beat as he stands in the DARK.Dean doesn't answer.MOMENTS LATER--MOMENTS LATER--A beat. Marcel takes in the sight of his friend...A long pause as Marcel looks up at Dean, waiting for an answer. ABRUPT CUT TO: The candle is now lit. Dean has obviously helped him between cuts.He turns to continue his crayon rubbings.

On the live stream, Marcel points to a photo of a TEAL MITSUBISHI SEDAN.The laptop cursor ends the live stream. CLICK. CELL PHONE FOOTAGE - DAY A TWEEN in a vertical frame films himself--Camera turns to show MARCEL's HOUSE exterior.

Oh, someone's coming. We gotta go! Follow for more celebrity homes!

On DEAN'S LAPTOP screen, we scroll through dozens of selfies and kids doing Tiktok dances in front of Marcel's house.

Marcel watches them from the windowsill and turns hopefully toward the camera.Marcel looks back out the window at the strangers outside.

Marcel stands on DEAN'S LAPTOP and scrolls through a twitter tag of #Marcelshouse. Everyone loves him, but no one's offering help. CLOSE ON a comment: "She's the best! I like her pink shoes!"CLOSE ON Marcel's latest video titled "CALL TO ACTION." It's reached 40 million views / 200,000 comments.More comments: "i luv marcel!" "He's my fav!" "Please make more of these!"Marcel notices the paused video: it's a picture of MARK with his TEAL MITSUBISHI.Marcel stands on the laptop's edge, turning to look at Dean behind the camera. Hopeful.CUT TO:

Marcel is inspired, looking at a map of the city. Dean isn't so sure...QUICK CUT TO:

A container full of various metal bits and bobs - nuts, bolts, screws - has been tipped over onto the workbench. Marcel rummages through it, preparing...Marcel picks up a PIN.Marcel pulls out a MATCH.

Connie sits patiently on a cotton ball. Marcel has gathered everything she could possibly need while he's away. Marcel wears a PISTACHIO-SHELL HELMET, his trusty MATCH and PIN strapped to his back.Marcel stands on the mini keychain FLASHLIGHT.He blasts Connie with its BRIGHT LIGHT. She staggers.CUT TO: Marcel presents her with a a sparkler.

Marcel carefully lowers an overturned MESH COLANDER over Connie. She stares at him blank-faced.ABRUPT CUT TO:

Triumphant music swells. This feels like a NASA launch, but it's just them leaving the garage. Dean starts up his car. Marcel stands on the dashboard, proud. Vibrant daylight pours in as the garage door opens, revealing the wide world outside. It feels as if something MASSIVE or COSMIC might happen-- ABRUPT CUT TO:

They're on the road: a car HONKS at them, Marcel does a tiny VOMIT onto the map.Marcel turns to look at his tiny mess. CUT TO: MOMENTS LATER- The VOMIT is gone. Marcel collects himself while the car idles at a stop light.The light turns green- Marcel VOMITS again.MOMENTS LATER- Dean drives through traffic, Marcel still on the dashboard.

They pass a sparkling lake and a fountain.Marcel looks out from behind the car window. He gasps.

Marcel watches cars whiz by at the intersection.CUT TO: MOMENTS LATER- Marcel looks out the windshield at various shop signs.Marcel throws up again.

They start driving up a large hill.Marcel pauses, wide-eyed, realizing just how big the world is. CUT TO:

They are parked at an overlook, the city sprawled before them.Marcel is overwhelmed by the enormity of it.

Back home, they pull up in front of the house.Outside the house people are gathered trying to take a peek inside the windows.

Shaky handheld camera: Kids bang on the windows and slip FAN ART inside. Arthur BARKS. It's chaos.

Shaky camera approaches an OVERTURNED LAUNDRY BASKET. Marcel is frantically trying to find a way in.We hear Connie muffled from beneath the basket. Marcel wriggles underneath the pile of laundry, disappearing from view.Connie groans in discomfort as Marcel helps her. CUT TO BLACK:

Connie sits in a steaming TEA CUP bath. CLOSE ON a LARGE, CRACKED HOLE in Connie's shell. She's in bad shape.

Marcel helps a limping Connie out of the laundry room.ARTHUR runs into the room, sniffing at them.Arthur backs off.

Marcel stands in front of Connie's TEA CUP, facing camera.Arthur starts sniffing at Connie's tea cup. Marcel doesn't notice.Arthur licks Connie's TEA CUP.No! Oh my God! No, no! Off!

Connie grunts as she settles into her makeup compact bed. Marcel pulls a Kleenex blanket over her. She breathes heavily.

Marcel looks up at Arthur who is now in a dog crate.A beat. Marcel is stunned.CUT TO:

Marcel uses a PAPER SHREDDER to destroy the crayon rubbings of his family and any reminder of his search for them. Marcel and Dean have been fighting--

Marcel has constructed makeshift blinds out of ROLLED NEWSPAPER. He unfurls them, blocking the outside world--He walks up the window using honey footprints...CUT TO:

One by one, more newspaper blinds unroll, covering the windows. The house is dark and quiet.

Nana Connie is tucked in bed, a bandaid covering her injury.Marcel watches Connie sleep, concerned.

A an untouched GOLD FISH CRAKER sits on Connie's nightstand. CUT TO:

Marcel helps Connie walk using a makeshift WALKER.Nana Connie struggles, but moves forward.CUT TO:

CLOSE ON The window WIDE OPEN.A SQUIRREL appears on the open window's ledge.

Marcel jumps from the back of the couch onto its cushions. POOF! DUST fills the air, settling on the GLASS COFFEE TABLE.Marcel jumps again. POOF! The glass of the table now evenly covered in dust... CUT TO: A CD BOOMBOX: Jock Jams blasts. Nana Connie, using her walker, eases across the "ice" of the skating rink. Marcel, trying to gin up some fun, skates circles around her--Connie plops down on DEAN'S WALLET, using it to take a rest. She looks at the dust in the air--A bumpin' SHAKIRA SONG comes on. Marcel, newly excited--Marcel skates with grace across the dusted surface, about to do some fancy maneuver, ramping up-- REVEAL the SQUIRREL perched on the coffee table. AHH!!!! OH!!!! CHAOS. WHIP PANS. HANDHELD: Marcel runs for cover but the "skates" are slippery and make it hard. \[NOTE: This scene is played as straight, dry, and "doc" as possible\]. The SQUIRREL remains weirdly still, frozen by all the commotion.

Marcel SCREAMS BY in his TENNIS BALL, aiming for the squirrel, trying to corral it toward the window-- JUMPCUT: Marcel can't see where he's going in the tennis ball, banging into things.Connie watches from the safety of a picture frame. She's frightened.Marcel's ball is wedged beneath the couch.The squirrel is silently clinging to the back of the couch.MOMENTS LATER: Finally, the squirrel LEAPS OUT out the window.

CLOSE ON DEAN'S LAPTOP- an unopened email subject line reads: "60 Minutes Interview Segment." Off-camera, we hear Marcel's excited reaction:CLOSE ON email's text: ...do a story about you with Lesley Stahl......our team could help you find your family. Marcel stands on Dean's keyboard, staring at the email in disbelief.He turns to face the camera.

Marcel stamps his feet into a large pool of honey. All business.He heads for the wall behind him.Marcel marches up the wall next the the kitchen counter.

Standing on DEAN'S LAPTOP, Connie reads the same 60 Minutes e- mail while leaning on her walker.In the background Marcel walks up the wall--Marcel, walking close to camera now--CUT TO:

Marcel stands near a spilled bottle of TYLENOL.Marcel swallows a small chunk of Tylenol.CUT TO: Marcel is standing in the bathroom sink, sipping from a small pool of water near the drain.Marcel pauses to take another sip.Marcel tries to march off, defiant. But the sink's slope is too slippery and he slides back to where he started. Sighs. CUT TO:

Marcel, angry and muttering to himself, flips on the electric mixer. This time, he CRANKS IT UP a little too high... CUT TO:

The gingko tree, tethered to the mixer, SHAKES like crazy, more violent than before. A zillion gingko berries RAIN DOWN onto the ground. One of them BONKS the drain pipe where the JUMPING SPIDERS hang out. They scatter.

Marcel stomps over to the record player and throws down the needle. CLASSICAL MUSIC blares at double-speed. The leaves of nearby houseplants tremble. Marcel, angry, taps his foot to the music as if to prove EVERYTHING IS FINE and that he's ENJOYING LIFE.

Marcel and Connie work on a PUZZLE together.CUT TO: The front of the puzzle box: A pack of tiny dogs wearing sunglasses on the beach. Text: THE BAD BOYS OF SUMMER

Straw hat on, Connie is raking leaves with a makeshift tool.She pauses from her work.But life's not gonna go on unless you open up. (a beat) Do you know that, Dean? She gives him a knowing smile. Dean laughs.

Marcel and Connie watch 60 Minutes on the neighbor's TELEVISION. Both munch popcorn. Marcel stares at the TV but his mind seems elsewhere...

Connie puts her garden tools away.She heads out of frame with her WALKER, thinking...

Marcel stands on the windowsill, looking perplexed.Suddenly, a GINGKO BERRY flies in through the window behind him, smacking him on the head.

Marcel joins Connie in the yard as she loads another gingko berry into a twig-and-bottle-cap catapult.And- SNAP! Connie lets the berry fly and chuckes. Suddenly she seems very spry and healthy.Marcel clocks the SPLATTERED BERRIES all around the window.

A BUBBLING POT on the stove. Marcel and Connie dangle their feet off a shelf above the pot and use a makeshift fishing- pole to lower a single macaroni to cook in the boiling water. They sing the national anthem, making noises to replace the words they don't know.CUT TO:

Marcel serves Connie a VEGGIE KEBAB.A JUMPING SPIDER is wandering around the table. Marcel turns, shoos it away.He turns back and Connie's plate is suddenly EMPTY.CUT AWAY TO:

Connie, Marcel and Dean are laughing and chatting--Connie coughs. It sounds bad.Dean cracks up at this. CUT TO:

A broken pink crayon sits in Connie's room, partially hidden.CLOSE UP on Connie's cheeks. She's used the crayon like ROUGE, making herself look more healthy.

A to-camera interview setup with Connie and Marcel. Both in a great mood.CLOSE UP on Connie giving a conspiratorial side-eye. Her ruse to make herself seem healthier has worked.

On the counter, Marcel and Connie stand on Dean's laptop. CLOSE ON the 60 Minutes email signature: SHARI FINKELSTEIN's name and her office PHONE NUMBER.Connie walks off, knowing she's won.CUT TO: Marcel stands on Dean's phone, looking at the keypad.Marcel hops between numbers to dial the call.Marcel takes a deep breath, steeling himself. He jumps. THE PHONE RINGS. Someone picks up-- CBS.The conversation fades out as Connie speaks with Dean separately.

I mean, absolutely. Yes, talk about your family and your search to find them because sometimes we will learn something as we're shooting and that can lead to new discoveries.

Yeah, I mean there's no promises, but if you have information, we'll see where our reporting leads.

And Dean, one other thing I wanted to ask you is, you know, I think it might be really interesting to interview you as part of the story as well. Is that something that you're comfortable with?

Marcel is a bit more comfortable, mid-convo with Shari.CUT TO BLACK:

A butterfly flits around the lawn but as FILM PRODUCTION TRUCKS roll up, it flies off.

Marcel, skip in his step, arrives outside Connie's room and rings the "doorbell," an SFX KEYCHAIN that plays a LASER sound effect. KA-PEW!No response from Nana Connie.Pause. Still nothing.Marcel starts to go into her room and turns to Dean.Marcel leaves frame and we wait...just as it feels like we're about to get some bad news:

Connie eases herself out of bed while Marcel watches, concerned. She's hobbling.Connie starts to walk a little loop in the room, pushing herself to walk with more verve. Marcel is relieved.Marcel leaves for a moment. Connie leans against her bed, letting herself feel her exhaustion while he's not watching. As we hear him returning, she pushes off and keeps walking the circle.Marcel carries a drop of water in a bottle cap above his head and gives it to her.

Marcel stands on the windowsill. The FILM CREW walking around the house throws distorted shadows against the newspaper- covered windows.

Marcel tears a bit of newspaper back, looking out the window at the crew.He peeks outside and GASPS.OUT THE WINDOW The JUMPING SPIDER FAMILY, still snacking on Connie's shish kebab in a GARDEN WINDOW BOX--

Marcel and Connie on the windowsill-The FOOTSTEPS of the CREW approach...coming up the STEPS DOORBELL.Marcel takes a deep breath, stares at the ground.DOORBELL again.Connie narrows her eye at Dean.A beat. Connie smiles, cheerful.Marcel cries, walks over and hugs Connie.Camera pivots and Dean's hand reaches into frame, OPENS THE FRONT DOOR, welcoming SHARI, 40s, and the entire 60 Minutes crew.

The balletic chaos of CREW MEMBERS filing in and out, carrying boxes, cameras, lights--the house filled with LIFE. Marcel and Connie are perched on a MIC CASE. Delighted.Connie chuckles. A GRIP peels the NEWSPAPERS off the windows. Sunlight streams in.MOMENTS LATER A hip CREW MEMBER with long hair paces around the house, searching for something--

VANITY MIRROR turns on. LIGHT BULBS blink to life. Marcel is in the makeup chair.The brush tickles Marcel, he laughs.Marcel SNEEZES.

Now I'm just sort of, giving Marcel's shell a little bit of bronzer, just to kind of warm up here.

Marcel and Connie sit in video village watching the monitor.The man walks past camera, appears on the MONITOR.He exits the monitor's frame.Connie chuckles. Another man walks by, wearing a large TOOL BELT.We see a man wearing headphones.Connie laughs, havin' a damn ball.

She nods toward the door. Marcel looks over, awe struck: LESLEY STAHL. The real Lesley. She steps inside, happily chatting with a producer.A PRODUCER approaches Marcel and Connie in video village.The producer offers a MIC CASE. He climbs aboard. Connie shuffles to the monitor and watches as a camera zooms in to grab focus on Marcel. This moment feels like destiny arriving...The crew cracks up. Connie is beaming... ...time slows down... As the crew gears up to roll, Connie is carried on a SLIPPER to a SUNLIT WINDOWSILL.

Connie stands among the open books she's pushed off the shelf and onto the floor.

The crew is in position. We see LESLEY on monitor getting settled. She's radiant.SUNLIT WINDOWSILL A LADY BUG lands on the window where near Connie. Connie watches it, delighted.

A leaf falls slowly from a tree, passing a carving on the porch railing: Larissa and Mark's names inside a heart.

Connie walks across the page, reading the new line--SUNLIT WINDOWSILL The LADYBUG hops and flutters playfully. Fey curiosity flashes across Connie's face. She climbs out of the slipper and follows the ladybug into a flood of dust-filled SUNLIGHT...slowly becoming less visible until she's gone...DISSOLVE:

The crew, happily tired, applaud Marcel, Dean, and Lesley.CUT TO BLACK:

The house is QUIET. Furniture all replaced. The crew gone.CLOSE ON the SLIPPER that we last saw Connie in tipped over on the windowsill, EMPTY. Marcel walks around it, looking for her.

Marcel exits the bathroom, looking for her.They keep chatting about where she could be as all sound slowly fades to silence...

Marcel stands at Connie's door, staring into her room silently. A long beat. He walks away, heartbroken.

The jumping spider family examines a small pool of water on the floor. Marcel can be heard crying.Marcel sits on the window sill. He looks exhausted, resigned. He is surrounded by large puddles of tears that drip to the spiders below.AMAZING GRACE played on Marcel's CEREMONIAL MACARONI HORN begins...

Marcel sits on the edge of the sink as Dean uses a SHARPIE to color Marcel's shoes BLACK.

AMAZING GRACE continues- we see Marcel playing his HORN in Connie's GARDEN in front of a QUEEN CHESS PIECE used as a HEADSTONE.Marcel arranges leaves and flowers around the headstone.Marcel finishes playing AMAZING GRACE on his horn as we PULL BACK-- seeing the entire house, garden, yard. A moment of context and peace, filmed from high above the ground. LONG QUIET BEAT. Then-The camera shifts as Dean exits the tree.CUT TO BLACK:

I do mind. I don't have insurance for whatever you're doing up there.

You fall, something happens, I'm liable. What is it that you're actually filming. You're not with a studio, or...?

Marcel is carving the memorial portrait of Connie, quietly working, surrounded by all the other portraits we saw earlier.He grunts with effort as he carves into the wood. He slips, making an error.

Marcel tugs at the stem of a beet to no avail. He doesn't have Connie's magic touch.A BEETLE approaches, chittering at Marcel.Marcel blows at the beetle and it flies away. He's alone. Raindrops start to fall; Marcel sits, defeated, taking cover under a leaf. A beat. The beetle joins him under the leaf.

Marcel quietly sits on a windowsill, looking out.Marcel groans.MOMENTS LATER Marcel has perked up a little...Dean laughs.They start singing "Linger." It's going well! Then Dean hits a bad note.They laugh.They try again. Dean is tremendously off-key.Dean tries again. It's bad. Both are now BELLY LAUGHING.

Marcel, feeling lighter, cleans out Connie's bedroom.In the background we hear Dean's SUITCASE being zipped, unzipped, searched through. Marcel stops.A beat.Marcel smiles, assured.

As Marcel finishes cleaning up Connie's room we hear a voicemail.CUT TO BLACK:

Hi Marcel, this is Shari from 60 Minutes. I wanted to let you know that the interview went great, we've been looking at the footage, and I'm wondering if you would be willing to do another day of shooting with us. We've made some discoveries that I'd love to share with you. It's kinda all happening fast, so if you could get back to me as soon as you get this message I would really appreciate it. Hope to talk to you soon!

Marcel's 60 Minutes episode plays on DEAN'S LAPTOP. FULL SCREEN NOW ON THIS 60 MINUTES SEGMENT LESLEY STAHL delivers her to-camera intro in the 60 Minutes studio.Lesley chuckles as we cut to 60 MINUTES B-ROLL OF MARCEL'S HOUSE: -Marcel's rover scoots down the hall.-Marcel is perched on the entrance of his stockpile.-The living room. AirBnB displayed on a laptop.-In the office, Leslie looks over Dean's shoulder as he shows her his footage of Marcel on his computer. In a traditional 60 Minutes interview setup, Leslie chats with Dean and Marcel.THEIR OFFICE CHAT Leslie sits at Dean's computer now--Dean and Lesley laugh. BACK TO THE INTERVIEWABRUPT CUT TO: We're being dropped midway into the next segment. It's clear we've missed some stuff--Marcel is standing on his MAP, mid- interview with Lesley.CLOSE ON Larissa and Mark's heart-framed photo on the fridge. 60 Minutes B-ROLL: -DRONE FOOTAGE of Guatemala. NGO workers in a small village.-A plane lands at LAX. -LARISSA, 30s, removes her suitcase from the trunk of a cab, arriving back at Marcel's house.-CLOSE ON same faded image of MARK with his TEAL MITSUBISHI.-Larissa talks to Mark on the phone in the passenger seat of a car. He bickers with her ("I didn't even want to do this today") but, knowing she's on-camera, Larissa acts like all's well.-MARKS HOUSE. Marcel investigates the places we've seen him and Connie occupy in their own house: potted plants (Mark's plants are all dead), fireplaces, tops of shelves, beneath couches. Nothing.Marcel is in a closet, walking around in a TAN ROLLING SUITCASE.He looks disappointed, but tries to keep a good face on. We hear LARISSA AND MARK starting to argue.ZOOMED shot, stolen from around a corner, of Larissa and Mark arguing in a side room. Marcel inspects a stack of old pizza boxes.The packaged-ness of the 60 Minutes editing and music dissipates, we are now "in the moment" with the search, huffing it down the hallway behind Marcel, heading toward the master bedroom...We round the corner, following Marcel into the bedroom. He approaches the BUREAU.CUT TO:

Good things come in small packages. It's an old idea. As journalists we're always trying to dispense with those, always trying to find fresh angles on a story. But tonight, in the only interview he's given since becoming an Internet phenom , Marcel the Shell will ask us to look twice at what we take for granted, to discover new meaning in the simplest ideas. Marcel, a one-inch tall-shell, reminds us of the true value of community, the transformative power of friendship, and, yes, the most ingenious use for a tennis ball.

For years, Marcel and his grandmother Connie shared this old house with their pet lint, Alan, and an ever-changing array of human guests.

Given all the new information Marcel shared with us in this interview...

...our investigative team was able to track down Larissa Geller.

We found her here, working for an environmental NGO in the rural highlands of Guatemala.

-Larissa's car arrives at Mark's bachelor pad. MARK, 30s, barefoot and letting everyone know he did a lot of cleaning to prepare for the shoot, greets Larissa and crew.

What our crew heard was two people negotiating their separation, but what Marcel heard was the sounding of an alarm, an alarm he knew would send any shells living in the house into a shelter plan.

What followed was a once-in- lifetime moment: a family reuniting.

CLOSE UP on Marcel watching the 60 Minutes episode on DEAN'S LAPTOP. BACK TO: FULL SCREEN 60 MINUTES SEGMENT Marcel sits atop MARK'S BUREAU, looking down into the open sock drawer, filled with his FAMILY MEMBERS. It's not just shells--we catch glimpses of a PRETZEL friend, A TAMPON, A TINY PENCIL--all THRILLED to see Marcel.Marcel jumps down into the drawer and is embraced in a whole- family group hug. CUT TO:

We see the same CLOSE UP of Marcel watching this segment but now we SLOW ZOOM OUT revealing the entire Shell community we just saw sitting around him, watching the 60 Minutes episode. COMMUNITY RESTORED! CUT TO BLACK:

CLOSE ON MARCEL as he steps out in front of his community, standing behind Connie's chess-piece headstone. The crowd hushes, readying itself for his performance. He clears his throat and closes his eyes, begins to sing "Peaceful Easy Feeling.".His community watches him sing. Not a dry eye in the house. This is a proper funeral party for Connie.

I like the way your sparkling earrings lay... Against your skin so brown...

I know you won't let me down/ 'cause I'm already standing/on the ground...

Catherine and Mario, standing in front of a busy "ice rink," give a to-camera interview. TEXT ON SCREEN: Catherine and Mario - parentsCatherine begins to cry. Marcel comes from behind camera to comfort her.The camera pans to Mario. He blinks. Zoned out.They laugh.CUT TO:

Marcel has always been a performer. Always wanted to be on stage and make people happy and smile.

Marcel continues to sing.CLOSE ON Connie's makeshift gardening TOOLS.

Out the window we see MARIO and all of his SISTERS jumping on the gingko tree branch, shaking berries free.REVEAL: the KITCHEN MIXER sitting unused. A small cobweb is forming on its side.

The area is filled with TENNIS BALLS, erratically bonking into each other (i.e. all shells are using rovers as transportation now).

Marcel finishes singing...He takes a cleansing breath, looking out at his community.

POP! A CHAMPAGNE CORK rockets out of a bottle thanks to a group of shells using some string. Everyone CHEERS. CUT TO:

Shells CANNONBALL onto the couch cushions, throwing dust on the glass coffee table's "ice skating rink." Marcel skates through the crowd on the coffee table, everyone trying to catch a moment with himCUT TO:

Great job! Good work! Look at you! You're amazing! We missed your little face! The punim on this one! Hermoso! I cried from the beauty.

TEXT ON SCREEN: Justin - brother JUSTIN is attempting to walk up the wall using honey. Marcel watches him, trying to help.Justin begins to slide backwards. CUT TO:

From the sidelines, Marcel and Dean watch the community skating.Dean laughs.A shell we haven't met yet skates confidently up to Marcel.TEXT ON SCREEN: Susan - auntSusan tugs Dean's MICROPHONE into frame to speak closely into it.She skates off.Marcel senses a loneliness in Dean. He turns...A beat.In the background, Susan conspires with a group of YOUNG SHELLS.They all pounce on Marcel and drag him out to the ice.Marcel is a good sport about it, if a little overwhelmed.HECTIC B-ROLL: -KID SHELLS pile on top of Marcel -JUSTIN continues fighting with Marcel about honey footprints -A group of SHELLS munch on a stale loaf of bread, making a mess in the kitchen. In the background we see Marcel's rover roll past, down the hall, away from the crowd...

Could you tell your friend Marcel I'm not gonna wait forever, please?

The rover bounces off the last basement stair and into the laundry room.MOMENTS LATER Marcel walks up the wall towards the window sill, leaving honey footprints behind him.Marcel arrives on the sill, enjoys the breeze.The wind blows through Marcel's shell, creating a LOW PLAINTIVE HUM.WIDE ON THE ROOM It's a normal laundry room. But in this moment, in this afternoon light, in this breeze, we feel something transcendent.Marcel sits on an eraser, looking out the window. His shell HUMS with the wind. CUT TO BLACK: CREDITS BEGIN

A small apartment building on a hilly street. The overgrown flower bushes outside are BLOOMING.

Arthur and Marcel reunite as we get a glimpse of Dean's lovely new spot: french doors open to a balcony surrounded by trees swaying in the breeze. A few moving boxes remain in a corner.Arthur gives Marcel a lick.MOMENTS LATER Marcel is now on Dean's kitchen table.Marcel gestures at a bunch of handpicked wildflowers in a vase.Marcel stares at Dean, smiling.Dean laughs.Dean sets the camera on a tripod and gives Marcel a lift, walking away from us, down the hall, dipping into different rooms...The apartment tour continues as their dialogue fades out... THE END

Several dozen loaves of golden Italian bread are standing on end in a shaft of morning sunlight . They are standing on end in bins . In the window , ZITO 'S can be read in reverse . We leave the loaves and DRIFT DOWN TO a Progresso Products calendar , which hangs from the wall by a nail . The month is November . Various phone numbers and delivery dates have been penned in in a rough scrawl . Now WE GO TO a white formica counter , scuffed and pocked from long use . On the counter , in a rinsed out olive jar filled with water , are three fat red roses . The TITLE APPEARS IN BLACK SCRIPT AGAINST THE WHITE BACKGROUND . MOONSTRUCK Now WE FAINTLY HEAR THE VOICE of Zito himself , and a low TAPPING SOUND . SOME CREDITS ROLL .During Zito 's plaintive words , WE LEAVE the roses and MOVE DOWN the counter TO a calculator being tapped very efficiently with the eraser end of pencil . When the results appear , the pencil notes the figure in a threadbare old ledger . NOW WE SEE ZITO He 's a middle - aged Italian man with a kind face . But it 's early in the day , and he 's already been working for hours , so he 's a little tired and disgruntled .NOW WE SEE LORETTA FOR THE FIRST TIME She 's entering a few final figures in the ledger . LORETTA is Italian , 37 . Her hair black , done in a dated style , is flecked with grey . She 's dressed in sensible but unfashionable clothes of a dark color .

Three times they cancel the order with me, and three times they come back. Who they kidding? They cheap, cheap, cheap. The other bread they get is no good. They save pennies. Everybody complain and they come back. `` Zito, your bread is the best.'' They're like children stupid in school who can not learn. The water. It's the water. You buy bread in Hoboken, you get Hoboken water. Hoboken water is dry. Ask anybody who knows. Ask your father. He knows.

If you're an artistic genius, how come you got butter on your tie?

The man who sends those spends a lot of money on something that ends up in the garbage can.

That will give you a base. For your stomach. You eat that oily fish, you go up in the air, halfway to Sicily you'll be green and your hands will be sweating.

You know I was married and that my husband died. But what you do n't know is I think he and I had Bad Luck.

We got married at the City Hall and I think it gave bad luck the whole marriage.

Right from the start we did n't do it right. Could you kneel down?

I helped you buy it. It came with two pairs of pants. It's for luck, Johnny. When you propose marriage to a woman, you should kneel down.

You propose to a woman you should offer her a ring of engagement.

Yes, Johnny. Yes, John Anthony Cammareri. I will marry you. I will be your wife.

So we'll pick up the car, we'll make the plane in plenty of time.

Where? At the City Hall? No! I want the whole wedding or we will have Bad Luck. For a whole wedding to be planned, a date must be set.

I'll take care of it, Johnny. I'll take care of the whole thing. All you have to do is show up.

And maybe that's why I had the Bad Luck. Maybe if you gave me away, and I got married in a church, in a wedding dress, instead of at the City Hall with strangers standing outside the door, maybe then I would n't had the Bad Luck I had.

I did n't have no wedding cake, no reception or nothing. Johnny got down on his knees and proposed to me at The Grand Ticino.

Oh yeah. He's a sweet man. I wan na have a big church wedding, Ma. And a reception.

I'd like to stay, Ma. I love the house. But Pop do n't like Johnny.

Hello? Yea, this is Loretta Castorini - yeah. Is that you Johnny?

Alright. I'll call him. Today. Listen, Johnny. Call me after you tell your mother. Alright? Alright. And do n't stand directly under the sun. You've got your hat, use your hat. Alright. Bye - bye.

I'm calling for your brother Johnny. He's getting married and he wants you to come.

So. Five years ago your hand got cut off and your woman left you for another man. No woman since then?

I was raised that a girl gets married young. I did n't get married until I was twenty - eight. I met a man. I loved him. I married him. He wanted to have a baby right away. I said no. Then he got hit by a bus. No man. No baby. No nothing! I did not know that man was a gift I could not keep. I did n't know. You tell me a story and you think you know what it means, but I see what the true story is, and you ca n't.

She did n't leave you! You ca n't see what you are. I can see everything. You are a wolf!

The big part of you has no words and it's - a wolf. This woman was a trap for you. She caught you and you could not get away.

So you chewed off your foot! That was the price you had to pay to be free.

Johnny had nothing to do with it. You did what you had to do, between you and you, and I know I'm right, I do n't care what you say. And now you're afraid because you found out the big part of you is a wolf that has the courage to bite off its own hand to save itself from the trap of the wrong love. That's why there has been no woman since that wrong woman. You are scared to death what the wolf will do if you make that mistake again!

Oh. Oh God. I do n't care about anything. I do n't care about anything! Take me to the bed.

All my life I have never reached a man. I knew that I would reach my husband, but I took my time and he was dead. Ronny.

I want to cut you open and crawl inside of you. I want you to swallow me.

You're mad at him, take it out on me, take your revenge on me! Take everything, leave nothing for him to marry! Hollow me out so there's nothing left but the skin over my bones. Suck me dry!

I thought if I stayed away from the City Hall, I wo n't have that Bad Luck I had again.

You're invited to the wedding! It's in a few weeks. Why did n't you do like him and be with your dying mother in Palermo?

That's impossible! It was ruint when I got here! You ruint my life!

Oh yes, oh yes you did! You've got those bad eyes like a gypsy! Why did n't I see it yesterday! Bad Luck! Is that all I'm ever gon na have? Why did n't I just pick up a stone and kill myself years and years ago? I'm gon na marry him!

Last night never happened, you hear me? I'm gon na marry him anyway and last night never happened, and you and I are gon na take this to our coffins!

Alright. Then I must never see you again. The bad blood will have to stay there between you and Johnny for all time. You wo n't come to the wedding.

Bless me, Father, for I have sinned. It's been two months since my last confession.

Twice I took the name of God in vain, once I slept with the brother of my fiancé, and once I bounced a check at the liquor store - but that was really an accident.

Listen, I got ta go. I'll take the deposit to the bank but I'll do the books tomorrow. I got ta go.

I could n't believe it! I did n't think she was going to die. I knew she was sick.

I know. She was coughing her brains out. And still, she had to sing all the time.

My mother guessed that my father was seeing somebody and I told her she was crazy. She looked like a real piece of cheap goods. But who am I to talk?

The deal was if I came to the Opera with you you'd leave me alone forever.

A person can see where they've messed up in their life, and they can change how they do things, and they can change their Luck. Maybe my nature does draw me to you, but I do n't haveta go with that. I can take hold of myself and say yes to some things and no to something that's just gon na ruin everything! I can do that. Otherwise, what is this stupid life that God gave us for what?

A miracle? This is modern times! There ai n't supposed to be miracles any more!

I do n't know. But Johnny, how did your mother recover? She was dying.

In time, you will drop dead, and I will come to your funeral in a red dress.

Before all these people, yes, I will marry you, Ronny Cammareri!

Loretta emerges with her little weathered leather bookkeeping satchel and a loaf of Zito bread in a white paper bag . She moves off briskly .

A generic little room filled with many flowers and wreathes , many folding chairs , a few OLD PEOPLE sitting and , up front , the star of the show , the CORPSE on display in his gold and formica casket . Before the casket is a little kneeler . We discover an OLD LADY there , who crosses herself and rises . She goes and sits by RUBY , another old women . She leans over and says .

First WE SEE a name plate on a desk . The plate reads ALFONSO CONTI . We HEAR his VOICE .The SHOT WIDENS TO INCLUDE the loaf of bread which is half cut up and being buttered . Next to the bread are two steaming mugs of coffee . We HEAR the subdued TAPPING of Loretta 's tabulations .The SHOT WIDENS and now we can see Al Conti and Loretta sitting at the desk having Zito 's buttered bread and mugs of coffee . Loretta 's got her calculator going and is entering figures in Al 's black , gold - lettered ledger .He looks down and sees the stain . He 's at a loss .She downs her coffee , accepts the stained tie which Al has taken off , and slams the ledger shut .

If you're such an artistic genius, why ca n't you keep track of your receipts? How am I going to do your income tax?

We are looking at a wall of dry - cleaned clothes bags . They are hanging from an automated grid . As we watch , the wall starts to move off to the left . A gap appears where no clothes are hung . The gap creates visual frame . In the frame is ROBERT . He is operating the grid with a little stick shift . He stops it and takes down a garment . He leaves the frame , heading off to the counter . When he moves away , WE SEE that Loretta is behind him , working her calculator , entering in a ledger . She slams the ledger shut , waves goodbye , and goes . After beat she reappears , produces Conti 's tie , says something to Robert , who is out of view , leaves the tie , and

WE SEE a cleaver whacking an oxtail into section . Now WE SEE Loretta , a few feet away , tabulating on a chopping block that is partially obscured by a row of hanging rabbits , unskinned .

A long white box is being filled with red roses . We HEAR the FLORIST 'S VOICE .Now WE SEE Loretta tabulating and the Florist working on the box of roses .The Florist gives her a look and then smiles .She gives him a sudden , brief , blinding smile . It 's the first time we 've seen her smile . She has gold work around one of her two front teeth . The Florist grunts and hands her a red rose . Camera moves close to Loretta and the rose . END OF CREDITS

Red roses. Very romantic. The man who sends these knows what he's doing.

I'm glad everybody ai n't like you, Loretta. I'd be outta business.

A red neon sign hangs in the window . It 's a quaint downstairs restaurant in Greenwich Village . A YOUNG COUPLE stop , look at the menu , become more interested in each other , kiss , and decide to go in .

White tablecloths and dark green walls , a tiny bar up by the door . The WAITERS all look a little alike . That 's because they 're all related . The place is about half full , and bustles along pleasantly . MUSIC A VIOLIN PLAYS a melancholy Neapolitan air . MR. JOHNNY and Loretta sit at a table for two talking quietly . They have their menus and glasses of red wine . Mr. Johnny is Italian , around 42 . His wavy salt - and pepper hair is impeccably combed back ; but there is so much that it threatens to fall forward someday and engulf his face . He is wearing a pinky ring , a dark suit , a gold watch , and , on his face , a mustache and a look of incredible seriousness . Loretta is Italian , 37 . Her black hair , done in a dated style , is flecked with grey . She is wearing a dark blouse , black skirt , and high heels . One of her teeth is framed with gold work . Mr. Johnny is really timid of life , an overgrown boy , who hides these qualities behind a veil of dignity . Loretta is tough and efficient , loyal and watchful ; she watches out for Mr. Johnny , and defends him against life . BOBO , an Old World Italian waiter , comes over to take their order .They HEAR a distinguished MAN 'S VOICE rise out of the babble . They turn and look . The man 's name is PERRY . PERRY AND PATRICIA FROM LORETTA 'S POV Perry is a university professor . PATRICIA is his girlfriend/student . He 's in his 50 's . She 's about 25 years younger . She 's getting her coat on in a huff .She storms out , leaving Perry muttering to himself .An abnormally SHY WAITER stops .THE SHY WAITER begins to efficiently clear . MR. JOHNNY AND LORETTA EXCHANGE A GLANCE Mr. Johnny is amused . Bobo serves them their salad .Mr. Johnny considers this a point well taken . BOBO AND HIS NEPHEW EDDIE STAND NEAR THE KITCHEN Which can be seen through a serving window . They can look out over the restaurant tables . Bobo is melancholy and philosophical . EDDIE is a young waiter .PERRY , FEELING NO PAIN , COLLARS THE SHY WAITER He holds out his empty glass .Perry takes his arm .Perry lets go of his arm . He and the Shy Waiter commiserate a moment . Then , wordlessly , the Shy Waiter goes .BOBO IS CLEARING THE REMAINS OF MR. JOHNNY 'S DINNER . He 's already cleared Loretta 's .Bobo goes . Loretta is surprised .Mr. Johnny is uneasy . He massages his head .Loretta looks at him strangely . Bobo rolls up the dessert cart . WE SEE Loretta and Mr. Johnny through the frame of the dessert cart . They turn and look at the desserts .He does .Mr. Johnny slowly gets out of his chair . There 's not enough room for him to kneel down . He has to ask two off - duty PRO WRESTLERS who are eating dinner to move their chairs . They do so with bemused expressions . Their names are BOB and MOOK . SHY WAITER BRINGS PERRY A FRESH GLASS OF VODKA ASKS THE SHY WAITERMR. JOHNNY ON HIS KNEES ADDRESSES LORETTABOB AND MOOK ARE WATCHING MR. JOHNNY 'S PERFORMANCE They are deadpan mugs .BOBO AND EDDIE STAND NEAR THE KITCHEN WATCHINGLORETTA AND MR. JOHNNYMr. Johnny takes off the ring and holds it out to her .She meekly accepts the ring from him and takes his hands .Mr. Johnny slowly stands up , brushes off his knees . The restaurant has fallen utterly silent . Loretta smiles . They embrace . Loretta kisses him quickly . A MIDDLE - AGED WOMAN , SUSAN , IS MAUDLIN FROM THE PROPOSAL Bobo stands very near her table . She is about to applaud the proposal . She brings her hands together . Bobo 's hand flashes out and neatly captures her hands before they can part again . The single sound dies abruptly in the silent room . LORETTA AND MR. JOHNNY Mr. Johnny is in control now . He looks around once , regally .PERRY AND THE SHY WAITER LOOK AT MR. JOHNNY AND LORETTAThe Shy Waiter sits down at Perry 's table .MR. JOHNNY AND LORETTA He 's helping her on with her coat .Mr. Johnny puts on his coat .Bobo approaches with the bucket of champagne . He 's flustered .

I was just making a point about the way you said. the way you stated your aspirations.

Kiss my aspirations. Oh, very clever. The height of cleverness. Waiter!

Could you do away with her dinner, and any evidence of her, and bring me an big glass of vodka?

He arranged it with me. When he asks her, then he'll wave to me and I'll bring champagne. Good bachelor customer for twenty years. But who knows? Maybe he'll lose courage.

Loretta. Loretta Castorini Clark. On my knees. In front of all these people. Will you marry me?

When I was twenty - seven years old, in Jersey City, I asked a woman to marry me. She had red hair. She smelled a jasmine. She wore black shoes with pointy white tips.

She did n't hear me. She asked me to repeat, so she could understand what I said. But I would n't repeat it. Outta shyness. So I'm a bachelor.

My mother is dying. When she is dead, I'll come back and we'll be married.

Must it be so definite? Ca n't we just say that we will be married when I get back?

There's one thing about this wedding I want you to do. Call this number. It's a business number. Ask for Ronny. Invite him to the wedding.

We have n't spoken in five years. There was some bad blood. I want you to call him and invite him to the wedding. Will you do it?

Will you do it today? Call him, make him come to the wedding. Five years is too long for bad blood between brothers. Nothing can replace your family. I see that now.

The breath had almost totally left her body. She was as white as snow. And then she completely pulled back from death and stood up and put on her clothes and began to cook for everyone in the house. The mourners. And me. And herself! She ate a meal that would choke a pig!

Well. There's the Bible story. God took a rib from Adam and made Eve. Maybe men chase women to get the rib back. When God took the rib, he left a hole there, place where there used to be something. and the women have that. Maybe a man is n't complete as a man without a woman.

Well. I told my mother that we were to be married. And she got well. Right away.

Do n't mind about me. But could you do me a favor and clear her place and take away all evidence of her, and bring me a big glass of vodka?

Ouch. Too young! I just got that. You know how to hurt guy. How old are you?

Then I'd be delighted. I hate eating alone, and it's amazing how often I end up doing just that.

Maybe. Listen. You wan na know why I chase women? I find women charming.

I teach these classes I've taught for a million years. The spontaneity went out of it for me a long time ago. I started off, I was excited about something and I wanted to share it. Now it's rote, it's the multiplication table. Except sometimes. Sometimes I'm droning along and I look up, and there's this fresh young beautiful face, and it's all new to her and I'm this great guy who's just brilliant and thinks out loud. And when that happens, when I look out among those chairs and look at a young woman's face, and see me there in her eyes, me the way I always wanted to be and maybe once was, then I ask her out on a date. It does n't last. It can go for a few weeks or a couple of precious months, but then she catches on that I'm just a burnt out old gasbag and that she's as fresh and bright and full of promise as moonlight in a martini. And at that moment, she stands up and throws a glass of water in my face, or some action to that effect.

We could go to my apartment. You could see how the other half lives.

Loretta driving and Mr. Johnny sitting beside her . In the back seat are two suitcases .

CLOSE UP ON TV MONITOR - VIDEO INSERT Dialogue on clip : -LRB- Close - up on Ava Gardner & Gregory Peck kissing . Length of clip is 1:25 -RRB-

Just across the bay, at the fuel depot. The men wanted to try to get home. I ca n't explain.

Then, I suppose the time has come say it's been nice Dwight Lionel. It's been everything. Oh, Dwight, I'm frightened.

I know, I am so sorry for so many things. I love you, Moira. I love you. I love you.

Many PEOPLE , most of them Italian , are lined up to board the plane . A VOICE can be heard over the P.A. system .MR. JOHNNY AND LORETTA ARE SAYING GOODBYEHe takes a piece of paper from his wallet .He clumsily kisses her . Then he quickly turns and leaves . She waves , but he does n't look back .

International Flight Number Six - ohfour boarding for Rome and Palermo at Gate Twenty - six.

This is the last call for International Flight Number Six - ohfour boarding at Gate Twenty - six for Rome and Palermo.

Close shot on plane 's wheels and under belly as it slowly begins to move . Red lights are flashing . AN OLD ITALIAN CRONE IS LOOKING OUT THE TERMINAL WINDOW In the background we see the accordion like ramp that was loading to the departing aircraft , slowly fold up . Loretta walks up beside her , and looks out the window , too . The crone is dressed in black and has a black scarf on her head . The Crone notices Loretta .The plane takes off . Loretta looks after it anxiously . All her hopes are on that plane .

I have put a curse on that plane. My sister is on that plane. I have put a curse on that plane that it should explode. Burn on fire and fall into the sea. Fifty years ago she stole a man from me. Today she told me that she did n't even love him. She took him to feel strong with me. Now she goes back to Sicily. I have cursed her that the green Atlantic water should swallow her up.

The LTD pulls into the entrance and Loretta gets out . An ATTENDANT appears .Loretta walks of into the night .

Loretta walks in . IRV and LOTTE , the middle - aged couple who own and run the place , are having an argument .Loretta pays and waits for her change .Loretta walks out .Lotte , caught off - guard , blushes .

It 's a big , old eccentric , three - story corner house . To one side , it 's got a qated arch that leads to an inner courtyard where three cars could park . It 's got two cast - iron balconies . About a third of the windows in the house are lit . From within can be HEARD the faint strains of VICKI CARR SINGING and one DOG BARKING . Loretta appears , carrying champagne , approaches the front door , unlocks it , and goes in .

MUSIC VICKI CARR is SINGING `` IT MUST BE HIM . '' The front hall is typical of big old brownstones . There 's a big old oak coat rack with a built - in mirror and an umbrella stand . There are several coats hanging from it . The floor is littered with boots . There 's also a side table . On the table is a large cut - glass bowl filled with a couple of pounds of hard candy . Loretta comes in and takes off her coat . A single MAD HOWL is HEARD , followed by a PANDEMONIUM OF BARKING . FIVE DOGS charge into the hall to greet Loretta . They are totally cockeyed , crackpot mutts . Their names are JUDAS , LUCY , LEO FATBOY , AND JONES .The VOICE of the OLD MAN is heard calling out from upstairs .The Five Dogs turn away from Loretta and charge up the stairs toward the voice . Loretta walks toward the living room .

I've got a lot on my mind. Things are getting bad in my house. My daughter - in - law is mad at my son because he will not pay for the wedding.

This is the source of the Vicki Carr song , which is just ending . COSMO CASTORINI , Loretta 's father is just turning off the old stereo . He is a powerful man , about 65 , with a huge shock of white hair and gold wire glasses . He 's wearing a big old red silk robe over blue pajamas , and royal blue slippers . The room it filled with lumpy upholstered furniture , once grand , now threadbare ; shawls and doilies cover holes in failing fabric . There 's a fireplace containing a dying fire . Cosmo 's wing chair , with his newspaper on it , is beside a lit fringed lamp . Cosmo sees Loretta as she comes in .He sits in his chair and puts his feet up on an old needlepoint ottoman . He starts to read the paper .Cosmo puts down the paper and takes his feet off the ottoman .Cosmo gets up and heads for the kitchen . He hums and continues as Loretta opens champagne .

No! Bad luck! Your Ma and I been married fifty - two years an nobody died. You were married, what, two years, and somebody is dead. Do n't get married again, Loretta. It do n't work out for you. Who's the man?

More Bad Luck! I do n't like his face, Loretta. I do n't like his lips. When he smiles I ca n't see his teeth. When will you do it?

And then there is copper, which is the only pipe I use. It costs money. But it costs money because it saves money.

The man understood me. The woman wanted to be cheap, but the man saw that I was right.

They are little stars and birds. Birds fly to the stars, I guess.

I do n't know, Rose. I do n't know where I've been, and I do n't know where I'm going.

It's okay, Pop. If she gets married, I'll pay for the whole thing.

A man. under stands one day. that his life is built on nothing. And that's a bad, crazy day.

Loretta and Cosmo sit at the kitchen table . It 's a big tin table with a black - and - white design . Loretta has put two old - fashioned champagne glasses on the table , the split of champagne , a bag of sugar cubes , and a bottle of bitters . She pours the champagne , drops a little lump of sugar into each glass , and adds a dash of bitters . She hands one of the drinks to Cosmo .Loretta shows it . Cosmo examines it .She smiles . He does n't . They rise from the table . THE CASTORINI HOUSE - DARKENED MASTER BEDROOM - NIGHT The door to the hall opens , and the light from without dimly illuminates a massive four - poster bed . Cosmo enters , followed by Loretta . He speaks into the dark a calm and measured summons .A lamp is switched on by the bed . By ROSE . Rose is in her 60 'S , and is very , very beautiful . Her abundant white tresses frame a face of porcelain delicacy . She 's wearing an old and richly beautiful white nightgown .Cosmo goes and sits on the bed .Rose starts laughing .Cosmo walks out .Cosmo shouts from the stairs .MUSIC VICKI CARR , SINGING `` IT MUST BE HIM '' , starts playing . Rose looks weary .

Good. When you love them they drive you crazy cause they know they can. But you like him?

He did n't used to be cheap. He thinks if he holds on to his money, he will never die.

Now he's gon na play that damn Vicki Carr record. And then when he comes to bed, he wo n't touch me.

Grandma was still alive. Chiro was still home going to school. Now he's married and gone to Florida. If you and Johnny moved in, had a baby.

What's thirty - seven? I had Chiro after I was thirty - seven. It ai n't over till it's over.

Old Man, if you give another piece of my food to those dogs, I'm gon na kick you till you're dead!

You drank too much and now you sleep too hard, and later you'll be up when you should be down.

Just like your father. I lied to him. He thinks you came home last night.

There's old saying my mother told me. Would you like to hear it?

No. I think the house is empty. I ca n't invite you in because I'm married and because I know who I am. You're shaking.

She's not home yet. Take off your coat and come in the living room. I'll make you a drink. I wan na talk to you.

That was my father - in - law, who has a wrong idea in his head. Listen, Johnny, there's a question I want to ask you. And I want you to tell me the truth if you can. Why do men chase women?

I just want you to know. No matter what you do. You are going to die, just like everybody else.

I guess it ai n't modern times in Sicily. He came right from the airport. He wanted to talk to you. You got a love bite on your neck. He's coming back this morning.

Nice to meet you. You've got a love bite on your neck. Your mother's recovered from death.

The first golden rays of sunlight touch the great old house . The front door opens . Close shot of dogs coming into camera as door opens . The OLD MAN comes out . The Old Man , who is Cosmo 's father , is 83 years old . He is taking the Five Dogs out for their morning walk . He has their five leashes bundled in one hand . In the other hand , even though it is a cloudless November morning , he open black umbrella . He walks off down the block with the dogs .

The Old Man and the Five Dogs appear and enter the park . He approaches a park bench where FELIX and LUCY are already sitting . Felix and Lucy are about the same age as the Old Man . They each have a well - behaved DOG . When the Old Man sits down , he lets the Five Dogs go . The Dogs run off , BARKING like mad .The dogs can be HEARD in the distance . It sounds like they 're killing each other .The Old Man makes a low , threatening noise .The SOUND of the DOGS becomes intense again .

What do you want me to do? Pick up after five dogs? I'm eighty - three years old. God in his heaven understands that I can not pick up after five dogs.

Lucy. There are big things going on in my house. My granddaughter Loretta, the only daughter of my son Cosmo, has engaged herself to be married a second time.

I have heard that Johnny Cammareri got down on his knees in The Grand Ticino and proposed to her.

My son does not like this Johnny Cammareri. He says he is a big baby.

You should have one dog. Like Lucy. Like me. I wish I hadda gun. If I hadda gun, I would shoot four of your dogs.

My granddaughter wants my son to pay for the wedding. But he does not want to pay.

Maybe. I do n't know. He has not asked my advice. If he asks my advice, I do n't know what I will say.

At dinner, my daughter - in - law threatened to kill me. Things are very bad in my house.

If I hit the stick too hard, the apple will split. If I am too timid, the apple will fall off the stick.

I do n't know what to advise my son. I think he should pay for the wedding, but it is important that he do n't look ridiculous.

I am old. The Old are not wanted. And what they say has no weight. But, my son, I must speak. You should pay for the wedding of your only daughter. You are breaking your house through pride. There. I've said it.

The gates in the big archway are opened from the inside . It 's Cosmo . He 's wearing a good but old - fashioned suit , an overcoat , and a homburg . He 's pulled his car , a 1965 black Buick , up to the gate . Now that he has the gates open , he gets in the car and drives out to the curb . He gets out and goes back to lock the gates . As he does this , the Old Man approaches the house with the Five dogs and the open umbrella . The Old Man and the Dogs go to the front door of the house . Cosmo goes to the door of his car . The two men , father and son , see each other at the moment they grab their respective door handles . They each raise a hand in greeting ; it is the same gesture for both men , an eccentric chopping motion . Then they open their respective doors . The Old Man disappears within the house . Cosmo drives slowly away in his car .

A RED - HOT , WELL - SEASONED CAST IRON FRYING PAN Receives a big lump of butter with a hissing gasp of satisfaction . A wooden spoon pushes the sinking lump around until the pan is coated . Two square slices of yellow bread with round holes punched in their middles land in the pan . Two circles of green pepper land next to the bread . A spatula flips over the bread which has become glistening gold on the cooked side . Two eggs are broken and dropped sunnyside into the holes in the bread . The circles of green pepper are pushed around by the spatula , scooped up deftly , and each is made to frame one of the eggs . A WOMAN 'S HAND garnishes each bright yellow yolk with a slash of red pimento . The spatula reappears and lifts the results from the pan , and slides them onto two small dark blue plates . Now WE SEE that Loretta is just finishing setting the tin table for two . In the b.g. , Rose is turning away from the big , old - fashioned six range gas stove where an old speckled coffee pot is steaming up a sun - drenched window . Rose comes toward the table with the laden blue plates . She 's wearing a nice old apron over a blue housedress . She 's thoughtful . As Rose comes to the table , Loretta in a blue denim work shirt and pants , goes to the stove and gets the coffee . As Rose puts breakfast on the table , she speaks to Loretta , who 's at the stove .Loretta returns with the coffeepot to the table , and pours . Then she takes the pot back to the stove .Loretta comes to the table . They sit down to breakfast .The WALL PHONE in the kitchen RINGS . Loretta goes and answers it .

Mr. Johnny is calling on an old European - style phone . In the b.g. is the sickbed . In the sickbed lies VESTA , Mr. Johnny 's mother , her grey hair spread out on a golden pillow . By the bed are THREE MOURNERS , old crones dressed in black . One clutches a missal , the other two clutch rosaries . All three are grieving in a steady low wordless whine . Mr. Johnny speaks into the phone in a confidential manner . There is some long - distance CRACKLE .LORETTA ON THE PHONEMR. JOHNNY ON THE PHONELORETTA ON THE PHONEMR. JOHNNY ON THE PHONEWe HEAR Loretta 's VOICE over his receiver .LORETTA ON THE PHONELoretta hangs up the phone . She thinks . Rose speaks from the table , where she 's still sitting .Rose gets up and takes the dishes to the sink , Loretta fishes in her pocket and comes out with the business card Mr. Johnny gave her . She dials the number .

-LRB- INTERCUT W/LORETTA IN KITCHEN -RRB- CHRISSY , a woman with a Queens accent , answers .

This is the most tormented man I have ever known. I am in love with this man. He does n't know that. I never told him cause he can never love anybody since he lost his hand and his girl.

Here. Why do n't you just kill him? It would be so much more kind than coming here and inviting him to a wedding like he'll never have.

That was Ronny. He do n't feel good. He ai n't gon na be down today.

-LRB- INTERCUT W/LORETTA IN KITCHEN -RRB-There 's a long pause . Ronny 's voice returns , hoarse with emotion .Loretta hangs up the phone . She looks at the card again , makes a decision and pockets the card . THE TOWNHOUSE/INT . THE BUICK - DAY As Cosmo drives away . He 's in a very good mood . He 's WHISTLING . He laughs to himself . CAMMARERI 'S PASTRY SHOP - DAY And the street in front of it . Loretta arrives . She 's wearing a long , navy - blue cloth coat and a knit hat . She looks up at the sign and at the business card in her hand , and enters the shop .

And now he's getting married. He has his, he's getting his. And he wants me to come? What is life?

And the years go by! By! By! And I sweat and shovel this stinking dough in and outta this hot hole in the wall and I should be so happy, huh, sweetheart? You want me to come to the wedding of my brother Johnny?! Where is my wedding? Chrissy! Over by the wall! Gim me the big knife!

No, I want you to see this! I want you to watch me kill myself so you can tell my brother on his wedding day! Chrissy, gim me the big knife!

It's wood. It's fake. Five years ago I was engaged to be married. Johnny came in here, he ordered bread from me. I put it in the slicer and I talked with him and my hand got caught cause I was n't paying attention. The slicer chewed off my hand. It's funny'cause - when my fiancé saw that I was maimed, she left me for another man.

I do n't care! I ai n't no freakin monument to justice! I lost my hand, I lost my bride! Johnny has his hand, Johnny has his bride! You come in here and you want me to put away my heartbreak and forget?

Is it just a matter of time till a man opens his eyes and gives up his one dream of happiness? Maybe. Maybe. All I have. Have you come here, Stranger, Bride of my Brother, to take these last few loaves from my table? Alright. Alright.

He made me look the wrong way and I cut off my hand. He could make you look the wrong way and you could cut off your whole head!

I love two things. I love you, and I love the Opera. If I can have the two things that I love together for one night, I will be satisfied to give up the rest of my life.

I do n't know. For your hair. For your beautiful dress. For. you know, I feel like a man again. You know I love the Opera. You know it's been a long time since I've been to the Opera.

And what do you know? You tell me my life? I'll tell you yours. I'm a wolf? You run to the wolf in me, that do n't make you no lamb! You're gon na marry my brother? Why you wan na sell your life short? Playing it safe is just about the most dangerous thing a woman like you could do. You waited for the right man the first time, why did n't you wait for the right man again?

I do n't know. Everything seems like nothing now against that I want you in my bed. I do n't care if I burn in hell. I do n't care if you burn in hell. The Past and Future is a joke to me now. I see that they're nothing, I see they ai n't here. The only thing that's here is you. And me. I want you to come upstairs. Now. I tried to take everything last night, like you told me, but I could n't. I could n't take everything in a hundred years. It's the way we are. We compound each other.

Come upstairs. I do n't care why you come. No, that's not what I mean. Loretta, I love you. Not like they told you love is and I did n't know this either. But love do n't make things nice, it ruins everything, it breaks your heart, it makes things a mess. We're not here to make things perfect. Snowflakes are perfect. The stars are perfect. Not us. We are here to ruin ourselves and break our hearts and love the wrong people and die! The storybooks are bullshit. Come upstairs with me, baby! Do n't try to live your life out to somebody else's idea of sweet happiness. Do n't try to live on milk and cookies when what you want is meat! Red meat just like me! It's wolves run with wolves and nothing else! You're a wolf just like me! Come upstairs with me and get in my bed! Come on! Come on! Come on!

You're forty - two years old, Johnny, and Mama is still running your life.

It 's a nice Italian bake shop . Three Italian women , CHRISSY , BARBARA , and MA wait on THREE WOMEN SHOPPERS at the counter . CHRISSY and BARBARA are in their late 20 's or early 30 's ; MA is old , old . Loretta comes in and speaks to CHRISSY .

Chrissy comes out and Loretta follows . They walk around to an outdoor staircase that descends into the sidewalk . Chrissy shouts down .

The door slides open , revealing ROCCO , a baker missing a few teeth . He is surrounded by bread .Rocco slides back the door all the way . Chrissy and Loretta make their way past him . He slides the door three quarters shut behind them .

There are two coal - fired ovens , one at either end of the room . There is a large wooden table roughly center . And various pieces of baking equipment , dough - mixers , etc. , scattered willy - nilly . And everywhere there is bread . PIETRO , a baker , is working at one of the ovens with a long wooden spatula . RONNY is working at the other oven . Actually , he is just staring in the open door at the baking bread and burning coals . He 's dressed in black jeans streaked with flour , a white restaurant shirt , white cotton gloves , and around his neck , a red handkerchief . He is black - haired , handsome and intense .Ronny turns and takes in Loretta .Everything in the oven room has stopped and everyone is watching .He picks up the wooden spatula and slides it into the oven .Ronny slides a bunch of loaves out of the oven on the spatula , turns them around , and slides them back in .Barbara appears in the doorway and comes down the stairs into the room .He pulls off the glove . The hand is made of wood .He goes to the big table , which is floured and covered with bread . He sweeps everything off the tabletop during the next .The table is bare . He stares at it blankly . He wanders away , to the back room where the flour sacks are kept . We hear a single sob escape him from that room , and then silence . Everyone in the oven room looks after him . Then Chrissy approaches Loretta . She holds the big knife at her side .She holds out the knife .Loretta considers Chrissy , decides what she 's going to do , and goes to the flour room .

Many 50 lb . bags of flour are stacked under a bare electric bulb . A rough stone staircase opposite is lit by daylight from above . Ronny , quietly distraught , stands leaning by his forehead against a stack of flour . Loretta approaches him . She feels for him .He points to the stone staircase .She touches his shoulder .He follows her up the stairs .

Loretta and Ronny emerge . He gestures . They enter the apartment building behind the bakery .

It 's a dark Italian coffee and dessert house . Reproductions of Roman statuary adorn grottos and alcoves . In the back is a glass case displaying various desserts , and behind the case , a big burnished gold cappuccino machine . The place is almost empty . MUSIC An album of `` NEAPOLITAN FOLK SONGS '' is PLAYING on the cafe 's SOUND SYSTEM . The CAMERA TRAVELS along the face of an exposed brick wall , DISCOVERING busts of Romans occasionally , and then IT COMES TO the figure of COSMO . He 's sitting at a table which is inset into a nook , so we can not see who he 's with . DARK NOOK IN THE CAFE At a little table away from prying eyes , Cosmo sits with MONA , his girlfriend . Mona is a pretty but overripe Italian woman in her late forties . She 's all done up , and she looks at Cosmo with adoration .He takes out a small velvet box and hands it to her .She opens the box . It 's a gold bracelet with a pattern of stars and birds .

It 's a two - bedroom apartment . The decor reflects Ronny 's love of the opera . The furniture is overstuffed , fringed in the colors of Italian passion . But it is all a bit faded , the remains of an old flamboyance . The walls are decorated with opera posters ; and over the fireplace there is a painting depicting a scene from `` La Boheme '' : Mimi is standing in the snow . Ronny stares at the picture of Mimi in the La Boheme poster . Loretta comes in from the kitchen and sets down a cup of coffee .Loretta moves back into the kitchen . Ronny turns and watches as she walks down the hall .

CU of Ronny 's artificial hand , holding a fork stuck in a steak . With his right he is cutting his steak . He switches hands and eats hungrily . Loretta watches .Ronny drops his knife and fork and turns away . Loretta is not surprised and does not move .

SHOT OF COSMO & MONA IN THE BUICK The car has just come to a stop . We see Cosmo & Mona kiss . She exits car . Cosmo glances around with a slightly guilty look and pulls away . LORETTA AND RONNY AT THE TABLE WITH A BOTTLE OF WHISKEY Camera is close on Scotch being poured into two glasses . Loretta picks up her glass and swallows a healthy dose .Loretta pours herself another shot .Ronny stiff - arms everything off the dining table and grabs Loretta . They kiss passionately . He pulls her up on the table and over the table to him . They are in each other 's arms . They are on fire . Loretta pushes him away , gasping for air .She changes her mind and lunges into another kiss . They stop again after a long moment . They really have n't breathed . They both suck in air and look at each other in wonder and fear and passion .They kiss again . When they pull apart again , Loretta is crying .He picks her up in his arms .He carries her away , into the bedroom . MUSIC : `` O SOAVE FANCIULLA '' , from `` La Boheme . '' The MUSIC CONTINUES THROUGH THE NEXT SCENE .

Ronny is laying her down in the bed . He is over her . They look into each other 's eyes .They kiss . When they part there is a drop of blood on Loretta 's lips .Their eyes are boiling with fierce animal tears . They have opened their souls to each other and they are coming together . The MUSIC SWELLS to a terrible triumph .

With five beds for dogs . Four of the beds are empty and on the fifth Judas is whining . He looks around at the other beds . Where is everybody ? He goes out the bedroom door . THE CASTORINI STAIRCASE - NIGHT Judas is running down the stairs and into the hall . We FOLLOW HIM down the hall . The hall is only dimly lit . He finds the four other dogs . They are crowded at a narrow doorway . From the doorway comes a golden light .

THE PLEASED FACE OF COSMO THROUGH A VEIL OF STEAM The CAMERA PULLS BACK . We are in the Castorini dining room . Cosmo sits at the head of the table , a napkin tucked into his shirt . Rose has just laid down a massive platter of steaming baked fish . Already on the table is a platter of pasta , loaves of bread , a big bowl of salad , two bottles of wine , and an appetizer plate of salami and pimento . Seated at the table is COSMO , the Old Man , and RAYMOND and RITA CAPPOMAGGI . Raymond is rotund , moon - faced , bald , somewhere in his fifties . He has a pencil - thin mustache over his small mouth . His wife , Rita , looks very like him , except she has hair on her head and none on her lip . Raymond is Rose 's brother . There are two empty places at table , for Rose and Loretta .ONE OF THE ENTRANCE WAYS TO THE DINING ROOM There is an accordion gate across it . Behind the gate , the Five Dogs stare at the people having dinner .THE DINING TABLE - RITA IS LOADING UP HER PLATEThe Old Man has piled his plate high with food . Now he stands up , walks over to the Dogs , and puts the plate down in their midst . The Dogs attack the food and each other . The Old Man walks back to the table and sits down . He looks down at the empty place in front of him , a little sad .Rose gets another plate from a sideboard and puts it in front of the Old Man . He immediately , methodically begins to fill his new plate . Rose goes to her place and sits down .The Old Man laughs uproariously , subsides , goes back to filling his plate .Raymond stares at Cosmo , nodding , remembering . There 's a lull at the table , the SOUND of SILVERWARE .The Old Man gets up with his newly filled plate and heads for the Dogs .The Old Man reverses direction and heads back to his chair . He sits down and starts to eat .

I mean, can we talk about it, Rose? Everybody's heard. She's getting married again.

Johnny Cammareri. I think it's great and about time. What's she gon na do with the rest of her life she do n't get married?

Cosmo. Many years ago, when they told me you were marrying my sister, I was happy. When I told Rose I was marrying Rita, she was happy.

I never seen anybody so in love like Cosmo back then! He'd stand outside the house all day and look in the windows. I never told you this cause it's not really a story. But one time I woke up in the middle of the night cause this bright light was in my face. Like a flashlight. I could n't think a what it was. I looked out the window, and it was the moon! Big as a house! I never seen the moon so big before or since. I was almost scared, like it was gon na crush the house. And I looked down, and standing there in the street was Cosmo, looking up at the windows. This is the funny part. I got mad at you, Cosmo! I thought you brought this big moon over to my house cause you were so in love and woke me up with it. I was half asleep I guess and did n't know no better.

You know, in this light, and with that expression on your face, you look about twenty - five years old.

We did n't know what to think. You were so weird yesterday, and then this morning, we go to the bank and no bag.

So what? The pleasure of marriage is you sleep with the woman and then you do n't worry about nothing. Hey, how about a date tonight, Rita. Let's eat pasta and roll around.

The lights in the bedroom are still on . Cosmo is in bed , in his pajamas , asleep . Rose comes in her nightgown . She looks at Cosmo . He 's snoring lightly .He does n't stir . She goes to him and runs her hand through his hair .She kisses his cheek . Then she turns out the lights . When the electric lights go out , moonlight floods the room . She goes to the window and looks out through the curtains at the moon . Rose puts her face in her hands and quietly cries .

RESUME INT . CASTORINI HOUSE - MASTER BEDROOM - NIGHT -LRB- Rose crying .

The bedroom is flooded by moonlight . Loretta wakes up , a little alarmed .Ronny wakes up , a little alarmed .Loretta goes to the window wrapped in a white sheet from the bed . The window is glowing with moonlight . The moonlight strikes her , and she is caught in its spell .Ronny appears behind her , pulling on a robe . They speak in low voices , as if they were in church .She turns and looks at him . They kiss . They break apart . Ronny looks up at the moon .

There is a big window right by the bed , and in the window is the moon . Raymond and Rita are in their bed , asleep . Raymond wakes up , and sees the moon in the window . He 's stunned and excited , but he too speaks in this low voice of respect .Raymond smiles at her meekly .

Over the house is still the great big full moon . The front door opens and out comes the Old Man with the five Dogs . The Old Man is in a greatcoat and a felt hat , and he 's smoking a cigar . He stops on the top step and lets go a huge plume of cigar smoke . Then he starts off with the Dogs down the street .

The moon and nothing else . Then a cigar is thrown into it and sends it shimmering . It was the moon reflected in water . Now the CAMERA PULLS BACK and WE SEE the Old Man and the Five Dogs are standing on a ruined pier . The moon gleams up from the Hudson River . The Old Man speaks to the Dogs .The Dogs do not howl . So the Old Man , by way of demonstration , howls at the moon . He looks to the Dogs to follow suit . They do nothing . He howls at the moon again . The Dogs do nothing . The CAMERA CONTINUES TO PULL BACK until WE CAN SEE the whole pier , with the Old Man and the Dogs on it , and the moon above them . The Old Man , frustrated now , cries out .The Dogs start to HOWL . The Old Man , pleased as the Mad Hatter he is , laughs and laughs .

Morning sun floods the room . Close on Loretta , she wakes up .Loretta jumps from bed , grabs her clothes to cover herself , and backs into closet .Loretta emerges from the closet , tucking in her blouse .Loretta stares at him in alarm , slaps his face , then studies his face to see the effect of the slap . She is dissatisfied and slaps him again .CATHOLIC CHURCH IN LITTLE ITALY - DAY Camera moves from stained glass windows to confessional . Loretta is next in line of THREE SINNERS waiting to go into the confessional . A FORGIVEN WOMAN emerges from the curtained booth and walks off to pay her penance . Loretta goes into the booth .

Loretta kneels . The slide opens and an OLD PRIEST 'S FACE can be seen in outline through the screen .

Then it was not a sin. But what was that second thing you said, Loretta?

Alright. This is your penance. Say two rosaries and. be careful, Loretta. Reflect on your life.

I absolve you in the name of the Father, and of the Son, and of the Holy Spirit, Amen.

Loretta comes out of the confessional and enters a pew . She crosses herself . Then she recognizes the back of a woman 's head a few pews down . She gets up , walks down the aisle , and kneels down next to her mother , Rose .Rose starts to reply , but then decides it 's not worth the argument .Loretta crosses herself quickly , gets up , and leaves . Rose looks after , and then goes back to her prayer .

Feminine hands apply the final decorative touches of blue icing to a wedding cake . Then the hands set the plastic bride and groom on the pinnacle . The CAMERA PULLS BACK . Barbara is viewing her handiwork , a wedding cake on a stainless steel wheeled cart . She 's in the back part of the bakery . Barbara is pleased with her creation . We TRAVEL WITH HER as she rolls the cart out to the front of the store where Chrissy is waiting on a huge man named HARVEY . She hands him a tiny box , which he takes meekly .Harvey lumbers off as Barbara enters the front of the store with the cake on its cart . Barbara calls Chrissy 's attention to the cake .The PHONE RINGS . Chrissy answers it .She hangs up .Chrissy comes out from behind the counter . She 's staring at the cake .Without warning , Chrissy whacks the little bride and groom off the cake and on to the floor .Barbara looks at her , shocked .

Provolones and salamis hang from above . To the one side is a deli counter , to the other a series of tables displaying cheeses by the pound , packaged cakes , etc. . In the back are a few tables and a kitchen with counter . Up front , behind the deli counter , stands Rita Cappomaggi in a blue apron . Out by the tables , Raymond unpacks some jars of olives . In the back , a TRUCK DRIVER can dimly be seen eating his lunch .Loretta walks in .He is walking towards the back now . He shouts to somebody in the kitchen .The women are left alone .

It 's been set up for a church bazaar . There are several wheels of fortune , many stuffed animals , coffee urns , cakes , a game of ring toss , etc. . AS THE CAMERA inventories the contents of the various stands - a LITTLE NUN sleeps in one of them - we HEAR the Old Man 's VOICE .A TUB OF APPLES FLOATING IN WATER An old , gnarled hand reaches in and pulls one out , dries it with a towel . The CAMERA PULLS BACK REVEALING that the hand belongs to Lucy , who is standing behind a table with the Old Man and Felix . She hands the apple to the Old Man , who drives a small wooden stake into it with a little wooden hammer . Then the Old Man hands this staked apple to Felix , who dips it into a deep metal pot . It emerges shining with red candy goo . Then Felix sets the candled apple onto a papered tray where a dozen already sit . They repeat this process . But the Old Man , because his thoughts are elsewhere , takes forever to drive the stake into the apple . This frustrates Felix .The Old Man 's eyes light up . He looks at Lucy .

EIGHT NEAT STACKS OF MONEY BEING RUBBERBANDED By a woman 's hands . The last stack is topped with a filled out deposit slip . The banded stacks are then stuffed into a night - deposit bag . The CAMERA PULLS BACK a bit to INCLUDE a ledger . A last entry is made , and the ledger is shut . The CAMERA PULLS BACK more , and now WE SEE Loretta reaching for her coat . She puts it on , picks up the deposit bag , and sees Rita .Loretta goes out the door , with Rita looking after , thoughtful .

Loretta walks - down the street and comes to the CINDERELLA BEAUTY SHOP , fidgets a moment , looks around to see if anybody 's looking , and goes in . WE SEE her through the window talking to MILDRED , who handles appointments . Mildred nods , points , and Loretta goes back into the store .

WE DISCOVER an uneasy Loretta sitting in a beauty chair with BONNIE , her hairdresser about to start . Bonnie is a little bored .TRANSFORMATIONAL MUSIC STARTS HERE AND CONTINUES THROUGH THE FOLLOWING SCENES . This music should convey that Loretta is turning from a frumpy pumpkin into a sleek and beautiful coach . Bonnie wakes up upon hearing this startling news and gets very excited .SHEILA , another beautician , joins Bonnie , and they both get very excited and start showing Loretta and each other magazines . They argue merrily about what they should do , leaving Loretta far behind . A MANICURIST joins them , with her stuff and starts soaking Loretta 's nails . A MONTAGE FOLLOWS They 're plucking her eyebrows . They 're cutting and dying her hair . They 're painting her nails .

I've been wanting to do this for three years! Let me show you some magazines! You've got to get a manicure! And your eyebrows! Sheila! I'm gon na need help!

Loretta comes out . Her hair is jet black and done in a much more stylish way . She looks great . She looks around as if she has committed a crime , and walks off quickly

A stylish dress shop called INSINUATION . Loretta looks in the window , is intimidated , and walks on . A moment passes . She reappears . Tentatively , she enters .

Loretta approaches a young woman , MER , who works there . Mer is about thirty , trendily dressed , and French . Mer and Loretta greet and talk . Loretta makes vague gestures trying to convey what she wants , but the truth is she does n't know what she wants . Mer takes the situation in hand . There follows a MONTAGE of Mer showing Loretta various dresses , some outlandish , some beautiful , some incomprehensible . Loretta tries on several of the dresses in a big triple mirror . Some horrify her , some frighten her because they 're so sexy , one bores her . We do n't see the dress that she ultimately does buy .

Loretta walks out with a big shopping bag . She walks away down the street . WE FOLLOW Loretta away down the street . She comes to a BRIDAL SHOP with a big bride dummy shown off in the window She stops and looks at the bride . She walks close to the window and stares in hard . Then she slowly backs up from the bride . Two NUNS are walking by . Loretta , backing up from the dummy , bumps into the Nuns . She 's flustered , makes a brief apology , and hurries away , casting a furtive last glance at the shop window . END OF MUSIC THE TRANSFORMATIONAL MUSIC COMES TO A CLOSE .

As Loretta enters she drops her bag and , as she takes off her coat , calls .A SINGLE BARK is HEARD from the top of the stairs . She looks up . A WOODEN ACCORDION GATE SEALS OFF THE TOP OF THE STAIRS Visible behind the gate are a couple of dogs .

Loretta goes through a door and into the kitchen . She opens the refrigerator and a cabinet , and makes herself a scotch on the rocks . She sips it and starts to HUM in an understated way . She takes her drink and wanders out of the kitchen . LORETTA WALKS INTO THE LIVING ROOM She walks to each lamp in the room and turns it on . There are many table and standing lamps throughout the room . LORETTA IS LIGHTING THE FIRE Which was already built in the fireplace . It catches on nicely . She puts her drink down and gets a big standing antique mirror on rollers from its place against the wall . She wheels it to a central place in the room . Satisfied , she picks up her drink again , leaves the room for a moment , and then returns with her shopping bag . She throws it on a chair . Then she goes to the stereo and looks through the albums . She selects one and puts it on . MUSIC Loretta waltzes around in front of the mirror , flirting with herself in a very serious way . She starts to unbutton her blouse .

The moon is overhead as music continues to PLAY . The CAMERA SOARS UP CLOSE to the moon , until it completely FILLS THE FRAME with its magic . The moon dissolves into :

CLOSE - UP of LORETTA 'S FACE as she puts the final touches on her make - up . Music continues to PLAY . The CAMERA PULLS BACK . WE SEE her full figure . She has changed into her evening dress and put on her heels . She 's swaying to the music . The evening dress is sensational . She leans forward and kisses the mirror . WE SEE THE LIPSTICK KISS ON THE MIRROR In the mirror , all around the kiss , is reflected the fire .

The moon is reflected in the water as WE SEE the dock of the night before . We can SEE Jersey lit up across the river . But then something starts to replace Jersey . It 's a huge white liner coming down the river now , all of her lights burning , heading back out to sea . FLASHBULBS go off along the deck . We watch the length of the great ship pass as the MUSIC PLAYS END OF MUSIC

LINCOLN CENTER - LORETTA 'S POV CROWDS OF PEOPLE in beautiful clothes fill the plaza created by the three great buildings . A glorious fountain filled with lights forms the centerpiece . Behind the fountain , grand and splendidly lit , is the magical Metropolitan Opera House . Two huge Chagalls , one to the right and one to the left , inhabit the face of the building , filling it with marvelous color . LORETTA COMES TO THE FOUNTAIN The fountain is quiet and dark now . Loretta is puzzled . She remembers that it was going . While she looks , it lights up . Then small jets of water begin to appear . Then larger jets . Then with a roar the central shaft of water rises high , higher into the night sky . She follows the column of water with her eyes up into the sky . Right above the crest of the water , like a beanball on a seal 's nose , is the moon . FROM OVER LORETTA 'S SHOULDER WE SEE THE RUSHING WATER Forming an opaque wall before her . Then the fountain , for its next piece of aquatic choreography , drops away to nothing quite suddenly . And there , facing Loretta , on the opposite side of the fountain , is Ronny . He 's looking incredibly handsome and dashing in a tuxedo and topcoat and , of course , gloves . He smiles slightly and raises a hand in greeting . Loretta , caught off guard , smiles brilliantly at him . Then she remembers her situation and starts to put on her usual serious expression . But the fountain has rushed up into the sky again , obscuring her attempt at composure from , Ronny . Ronny COMES INTO VIEW again , walking toward Loretta around the fountain 's perimeter . He comes close to her .He goes to kiss her . She takes a step back .Ronny immediately relents , gently takes her arm , and they walk off in the direction of the opera house . ONE OF THE CHAGALL 'S FROM IMMEDIATELY IN FRONT OF THE MET Ronny and Loretta looking up at it .Ronny and Loretta join the crowd streaming into the building .

Ronny and Loretta checking their coats . Ronny 's coat is already off , and he 's helping Loretta off with hers . He hands her coat to the CHECKER and pockets the check . Then he turns and sees Loretta in her dress for the first time . He 's stunned by her beauty . He 's at a loss . He mumbles .His eyes are bright with tears . Loretta is touched and starts to put her hand out to him . But she stops herself .He takes her arm . They pass under the great chandelier and go into the house . THE OPERA HOUSE - NIGHT THE CAMERA PICKS OUT A SERIES OF COUPLES The first couple is PEGGY and CLIVE , a very distinguished pair of silver - haired lovers dressed magnificently . They are in their seats , delighted to be where they are , holding hands . Next is the CELEBRITY COUPLE . Maybe Jackie O and her son , John . They are seated and people are looking at them . Next is Cosmo and Mona . Cosmo is helping Mona to sit down , something she could probably handle herself . He 's wearing good but old - fashioned suit . She is in a dress that makes her look like a big piece of hard candy . Next is Ronny and Loretta . They are sitting in the first row of the First Circle ; in other words , very good seats . They are holding their programs . Loretta opens her program . THE OPEN PROGRAM - LORETTA 'S POV The opera is LA BOHEME . But then the page fades away into the dark as the house lights go down . WE SEE RONNY AND LORETTA FROM BEHIND Ronny leans his head toward her and whispers .As the lights come up in the orchestra pit . The CONDUCTOR takes his place . The AUDIENCE APPLAUDS . He bows and turns to the orchestra . The OVERTURE begins and PLAYS UNDER NEXT .

The OVERTURE PLAYS THROUGH this ESTABLISHING SHOT and then FADES AWAY at the start of the NEXT SHOT . WE SEE Rose enter the restaurant .

The dinner crowd is in and most of the tables are occupied . The entranceway door opens and Rose enters . She 's got herself up very nice . The host , JIMMY , quickly approaches her . She 's very dignified .Jimmy leads her to a table for two against the wall .He seats her .Jimmy breezes off . There 's another table - for - two against the wall to Rose 's front . WE SEE a woman 's back from Rose 's POV , and a pretty head of hair . This woman , whose name is SHEILA , is having an argument with the man across from her . But the man 's face is blocked by Sheila 's back and head , and the argument is too low to be made out . Bobo approaches Rose 's table .Bobo heads off for the bar . The couple at the next table catches Rose 's attention again , and their argument becomes a little louder .Bobo reappears with the martini and serves it .Bobo is gone . Rose is mildly intrigued with the argument at the next table now . She tries to see past Sheila , to see the man , but she ca n't without making too big a move . The argument goes on .Sheila stands up abruptly and flings a glass of water in the man 's face . She pulls her coat off the back of her chair and stalks off . This whole operation took about two seconds . When she stalks off , the face of the man becomes visible to Rose for the first time . It 's Perry , the professor in his 50 's , who appeared and was treated in a similar way in the earlier scene in this restaurant . His face is covered with beads of water . He pats his face with his napkin and apologizes to CUSTOMERS at neighboring tables .The Shy Waiter arrives to assist Perry in drying himself .The Shy Waiter heads for the bar . For the first time , Perry notices Rose . They are facing each other with no obstacles in the way now .The Shy Waiter serves Perry his drink .The Shy Waiter goes .He drops his posturing .She nods .ROSE AND PERRY ARE HALFWAY THROUGH THEIR DINNER

I'm trying to explain to you how I feel. Every time I try to explain how I feel, you explain how you feel. I do n't think that's really much of a response.

I really do hate it though, when you take that tone with me. Like you're above it all and is n't it amusing.

Not to me! This is my life, no matter how damned comical it may seem to you. I do n't need some man standing above the struggle while I roll around in the mud!

I think you like the mud and I do n't. That's fair, is n't it? If I do n't care to.

INTERMISSION . THRONGS OF PEOPLE talking , talking , talking . Piled up at the bars to get drinks .

Outside the women 's bathroom , with its huge line waiting to get in .

Loretta and THREE OTHER WOMEN freshen their makeup before a mirror . The woman next to Loretta leaves and is replaced by Mona . Mona and Loretta stand side by side freshening their makeup .

MANY PEOPLE pressing to the bar to buy drinks . Cosmo and Ronny achieve the bar 's perimeter at the same moment , and start to order .

A CONCESSIONAIRE selling special glossy LA BOHEME programs . ELSEWHERE IN THE LOBBY DURING INTERMISSION Ronny and Loretta are standing by a column holding drinks . Loretta is looking around .IN ANOTHER PART OF THE LOBBY DURING INTERMISSION Cosmo and Mona are sitting on a bench .He looks around .He nods , still looking around . CHIMES SOUND THROUGHOUT LOBBY Indicating the end of intermission . The Audience starts to file back into the theatre .

Rose and Perry emerge from the restaurant .They set off to the left .

The door opens , and the Old Man comes out , in his great coat and hat , with the Five dogs . He strikes off to the right .

Rose and Perry come around a corner and pass a store . They pause and look at the Christmas decorations in the window . They continue walking .

The Old Man and the Dogs have stopped by a big tree . Which the dogs adore .

The Old Man drags the Dogs away from the tree and sets off camera right .

OUTSIDE LAUNDROMAT - NIGHT Rose and Perry are walking towards camera . Rose stops short , stunned and alarmed by what she sees before them .

The Old Man pulls up the Dogs . Aghast by what he sees before him .

Perry and Rose face the Old Man and the dogs . In a silent standoff . Perry is puzzled , but has the sense to say nothing . After a long moment , the Old Man silently steers his dogs past them . He walks away down the dark street , silently disappearing into the gloom . Perry and Rose never move , but follow his slow progress until he disappears .

THE STAGE - THE OPERA IS IN PROGRESS It 's the SCENE in which MIMI is standing in the falling snow . She SINGS to RUDOLPH . It is a beautiful , poignant moment . The snow is falling , falling . Mimi is SINGING her heartbreaking aria of farewell . The lighted tavern window is behind them , glowing with a golden light . WE SEE RONNY 'S FACE He 's staring intently at the stage with shining eyes . He wants to share this moment with Loretta , but he is timid she will not feel as he does . WE SEE LORETTA 'S FACE A single tear trails down her cheek . Otherwise , she is almost succeeding in hiding that the opera is moving her . She notices Ronny 's hand creeping towards hers , but makes no move towards it . THE STAGE - MIMI STILL SINGING SADLY IN THE SNOWFALL She and Rudolph join hands . RONNY AND LORETTA grab each other 's hand fiercely . At last , they look at each other . She is admitting that she is affected by the opera . He is grateful that she admits it .

Ronny and Loretta at the coatcheck . Loretta dabs her eyes and blows her nose .Ronny gets the coats and helps her on with hers .Ronny is putting on his coat .Loretta has stopped suddenly , transfixed by the sight before her . Loretta and Ronny are standing face - to - face with Cosmo and Mona . Mona 's wearing a coat like a wrapper for hard candy . Cosmo is wearing his coat and has his hat in his hand . Stunned at seeing Loretta , he unconsciously puts his hat on . Then he thinks about it and takes it off again . He looks at Ronny . Then he looks at Mona .Ronny looks at Loretta . He waits to follow her lead .Mona obeys after looking curiously at Loretta .Cosmo approaches Ronny .He takes Loretta 's arm and steers her a distance away for a confidential exchange .Cosmo puts on his hat again . He glares at Ronny . He looks at Loretta , but he 's at a total loss . At last , he stalks off . Loretta looks after him , angry and disturbed . COSMO AND MONA GOING OUT THE DOORS FROM LORETTA 'S POV LORETTA LOOKING AFTER THEM , STRICKEN Ronny appears at her side , solicitous .Loretta , still looking after , slowly shakes her head .

Rose and Perry stand on a sidewalk under a street light dimly shining . About half a block away stands the Castorini house . They regard it . Over the house hangs the moon , cut through now with a sharp grey cloud . Rose and Perry 's VOICES can be heard .The SOUND of the WIND can be heard rising up . NOW WE SEE ROSE AND PERRY CLOSE UP The rising cold wind stirs their hair . They both shiver slightly .She kisses him on the cheek .He kisses her on the cheek .She walks away , towards the house . Perry , shivering , looks after .

I live in a one - bedroom apartment. What exactly does your husband do?

Ronny and Loretta sit at the bar . They are just finishing a couple of Old - Fashions . The barman , AL , inspects their drinks .Al nods and walks off . Ronny leans forward to Loretta .

Ronny and Loretta are walking . Their breath is coming out in long plumes .They walk in silence for a moment , then Loretta speaks .Her eyes are full of tears .

She looks . It 's Ronny 's building .She looks for his response . He makes none .He shakes his head .Loretta follows Ronny into his building . NOW WE SEE THE STREET Just as the door shuts . A moment passes . Lights go on in Ronny 's apartment . Out of a doorway on the opposite side of the street steps the figure of a woman . She walks to the middle of the deserted street and looks up at the lighted windows . NOW WE SEE THE WOMAN CLOSE UP - IT 'S CHRISSY FROM THE BAKERY Her heart is about to break . She loves this man . She looks up at the lighted windows , her feelings hanging by one slender , slender thread . MUSIC It 's `` MIMI 'S ARIA '' - from the snow scene in LA BOHEME . WE SEE THE STREET WITH THE FIGURE LOOKING At the lighted window above . `` MIMI 'S ARIA '' PLAYS . This tableau reminds us of the scene in the opera where MIMI stands in the snow . The MUSIC PLAYS and the WOMAN SINGS for a long moment . Then , the lights in the apartment go out . Chrissy shudders almost imperceptibly . Her heart has broken . She hangs her head . Then she lifts her head and slowly walks away down the street .

PASSENGERS are pouring into the terminal from the plane . Most of them are Italian or Italian - Americans . Suddenly , Mr. Johnny appears out of the shifting crowd , up very CLOSE to the CAMERA . He looks alert , determined , geared up for action . MR. JOHNNY AT THE LUGGAGE CAROUSEL He pulls his two suitcases off the carousel with one quick powerful jerk .

Mr. Johnny sticks out his hand and a cab immediately rushes to him .

Mr. Johnny leans forward to the DRIVER and says in a very definite , determined way .

The cab pulling up to the Castorini house . The living room windows are all lit up . VICKI CARR can be made out SINGING `` IT MUST BE HIM '' . Mr. Johnny gets out of the cab , gets his luggage , and heads for the front door . He RINGS THE BELL . The door opens . It 's Rose . MUSIC floods out around her .Rose is a little tipsy .She holds the door open for him and he goes in past her carrying his suitcases . She closes the door .

Rose comes in with two scotches on the rocks . He takes one .She turns off the stereo , and then sits down across from him .There 's a pause . Mr. Johnny is uncomfortable with it .The front door can be HEARD SLAMMING , out of view , and then Dogs can be HEARD BARKING . Mr. Johnny and Rose look to the entranceway . The Old Man appears there , holding the Five Dogs .The Old Man looks at Rose . He is a specter . He stares , and then he makes a long low accusing NOISE . Then he disappears .Rose leaps up , very excited .The FRONT DOOR SLAMS again . Mr. Johnny and Rose look to the entranceway . Cosmo appears there .Mr. Johnny stands up . Cosmo walks off , out of view .

We watch the effect of the sun coming up on the house . It begins in darkness , and goes through the many graduations of light very quickly until it 's lit by the light of bright morning . THE FRONT DOOR OPENS AND THE OLD MAN AND THE DOGS COME OUT He 's got them on their leashes and , over his head , he carries the black umbrella . He walks off toward the park and disappears .

Along a sidewalk a couple of blocks away . She is a wreck . She 's still in her clothes of the night before . She has n't slept . Her hair 's a bit funny . And she 's tormented by the complications in her life . And , at the same time , she looks great . She looks like she 's been loved up and down . She has a hickey on her neck . Her eyes are dreamy and her walk is slow , utterly careless , and sexual . She 's carrying , crunched in her hand , her program from La Boheme . She starts SINGING . We follow her as she SINGS and walks . WE WATCH LORETTA WALKING FROM THE BACK NOW She 's still muttering . She comes to a tin can . She kicks lt. She comes to it again . She kicks it again .

Loretta appears kicking her can . She abandons the can and enters the house .

Rose is at the stove . The kitchen is filled with steam and sunlight . Rose is stirring a pot filled with oatmeal . Another range has the coffeepot heating . Loretta shuffles into the kitchen , goes to the tin table , and sits down . There are red roses on the table . Rose sees Loretta .Loretta is suddenly electrified .With a long low MOAN , Loretta lowers her head to the table .

Ronny is walking along the same stretch of sidewalk as Loretta just was . He looks like hell , too . His hair is wild and he has n't slept . He 's thrown on an old leather jacket and brown leather gloves . He has a love bite on his neck , too . He starts to SING `` O SOAVE FANCIULLA '' . He SINGS it any old way , occasionally getting a good attack , occasionally just muttering his way through . SINGS as much of it as he remembers , which is a lot . WE WATCH RONNY WALKING FROM THE BACK NOW He 's SINGING away , carelessly sauntering along . He passes an ITALIAN COUPLE of middle age . They smile as they recognize what he is singing . They start to SING along with him . They SING till they get to the ceiling of the aria , and to a resting place a little beyond . Then they nod to each other appreciatively and go on their ways , Ronny turning his back to the CAMERA , and they WALKING INTO IT .

Ronny appears and approaches the door . HE KNOCKS , waits , and then RINGS THE BELL . Rose answers the door and invites him in .

Rose walks in with Ronny behind her . There 's no one in the kitchen . Rose calls out .Loretta comes out of a closet , where she was hiding . She 's very surprised to see Ronny .LORETTA continues arguing .Ronny and Loretta sit down and Rose serves them oatmeal . COSMO WALKS IN dressed for business . He regards the trio , puts on his hat in shock and then takes it off again .Cosmo sits down . Rose puts a bowl of oatmeal in front of him . He absently begins to eat it . A silence reigns . Then he puls down his spoon .Cosmo picks up his spoon and they all eat silently once more . The SOUND OF DOGS BARKING comes up and then fades away . THE OLD MAN WALKS IN He looks at the assemblage . The assemblage looks at him . He points at Rose . Then his pointing drifts to Cosmo and his hand opens in a gesture of supplication .The Old Man lets go a great noise of relief , sits down at the table , and waits . Rose brings him a bowl of oatmeal . He is content now , and eats his oatmeal with great relish . The others eat with a more meaningful silence . Rose puts down her spoon . She looks at the table , but she is speaking to Cosmo .Everyone stops eating . A tremendous silence falls . An old clock goes tick , tick , tick . Suddenly Cosmo smashes his fists to the table and stands . He does n't look at Rose during this . Then slowly , he sits down .She puts her hand across the table to him .He slides his hand out and takes her hand . Slowly , he lifts his eyes . Their eyes meet . It 's the first time he 's been able to hold her gaze in this whole story . The DOORBELL RINGS .Loretta 's tone is fatal .Rose gets up .She goes to answer the door .Loretta looks at her father .It 's a private moment . But who appears at the kitchen door is not Johnny . It 's the CAPPOMAGGIS . They have their coats on and they look very serious and concerned and timid .Loretta runs out of the kitchen and reappears with her everyday bag . She takes out the night deposit bag and hands it to Raymond .Raymond covers his face to hide his emotion . Rita , meanwhile is clearing the oatmeal bowls .There is a general acknowledgment . Everybody wants coffee . Rose passes out white mugs and begins pouring steaming drafts of coffee . Raymond and Rita are standing . The rest are sitting .Rita nods . A silence .Silence . Then the Old Man erupts .The DOORBELL RINGS . And RINGS AGAIN . Everyone is frozen for a moment , then Rita mobilizes .She goes . Loretta puts down her coffee and deep breathes , preparing herself .She pushes away her coffee .RITA APPEARS WITH MR. JOHNNY IN TOW Rita continues into the room , leaving Mr. Johnny in the doorway . He is in a dark , vested suit . He is a little bewildered by the crowd of people , but succeeds in hiding most of his discomfort .The Old Man laughs a loud sudden laugh , and then subsides .Loretta struggles and pulls off the ring .Mr. Johnny retrieves the ring .Ronny looks to Mr. Johnny a little sheepishly .Mr. Johnny , in shock , hands it over to Ronny .He kneels down before Loretta . He presents the ring to her .She takes the ring . Ronny and Loretta kiss .Ronny and Loretta enter into a long kiss . The Old Man starts to cry . Cosmo leans forward to the Old Man solicitously .Loretta pushes Ronny away , breaking the kiss . They have both neglected to breathe the whole time they were kissing . They are both gasping for air , especially Loretta .But then she looks at Ronny , and lunges back to him , diving into another kiss like a mermaid diving into the bluest ocean . MUSIC `` O SOAVE FANCIULLA '' from `` La Boheme , '' COMES UP and engulfs the lovers , the family , the world . WE SEE the faces of the lovers swirl away into a golden and diamond light , and EIGHT FULL CHAMPAGNE GLASSES Glistening in sunlight on the white tabletop . Into each is dropped a lump of sugar . A bottle of recently employed bitters sits nearby with its cap off -LRB- like a respectful peasant in aristocratic company . And the roses in the center . Now the CAMERA PULLS BACK . WE SEE the table is surrounded . Cosmo is dropping the last of the sugar cubes in the last glass of champagne . Rose is by him . Rita and Raymond are side by side , as are Ronny and Loretta . The Old Man sits , staring at his son , intent and approving . But where is Mr. Johnny ?Everybody takes a glass . The Old Man takes one and gets upThe Old Man takes the glass and walks over to a corner of the kitchen where Mr. Johnny , deeply disturbed and somewhat catatonic , sits on a step - ladder .But the Old Man , wise and merry and tough , presses the glass on Mr. Johnny , who takes it . COSMO , THE HEAD OF THE FAMILY NOW , LIFTS HIS GLASSThey all lift their glasses . CLOSE - UP OF ROSE 'S FACECLOSE - UP OF RAYMOND AND RITARita nods . A CLOSE - UP OF RONNY AND LORETTA DRINKING THEIR CHAMPAGNE And looking into each other 's eyes . CLOSE - UP OF THE OLD MAN Who knocks back his drink lustily , and then with a glittering eye looks away from the table . MR. JOHNNY FROM THE OLD MAN 'S POV Mr. Johnny sits without moving , holding his glass . A long moment passes . Mr. Johnny is thinking . Then he nods to himself . He lifts his glass and murmurs for no one to hearCLOSE - UP OF THE OLD MAN LOOKING AWAY FROM MR. JOHNNY And he laughs his laugh . This laugh could kill him . The CAMERA PULLS BACK a little . He pounds the table and knocks over the roses . A CLOSE - UP OF THE RED ROSES ON THE WHITE TABLETOP CLOSING BLACK CREDITS ROLL AGAINST THE WHITE BACKGROUND . THE END

A Christmas card vista is spoiled by a black line of railroad tracks stitched onto the snowy landscape like a scar pointing north to icy desolation . A phone rings -

An elderly man who lives alone in this rustic cabin - a retired policeman - regards the phone , both expecting and dreading the call . He picks up the receiver .

Eventually, much to his dismay - and mine - I had to talk to Henrik about calling it off -

The fact that I never found a body did n't surprise me. You ca n't dig up an entire island.

But I also could n't find a motive. Was it spontaneous? Was it planned? Did she know something someone wished she did n't? Was it about business?

And very bright. Henrik told me he could easily imagine her running the business someday, which would mean someone else would n't.

She told them she was n't feeling well. She left early. But they also said she kept secrets from them, too. The main thing I learned talking to them for hours is that teenage girls are complicated.

I can tell you what their report will say now : It's a flower common to Europe. All of them are. No prints. No DNA.

She received this from Henrik the Christmas before. I studied it more times than I can say. I know every page of it.

They're local Hedestad phone numbers. The first belonged to a woman named Margot, whose mother was Magda, who claimed she did n't know Harriet. The fourth, R.L., belonged to Rosemarie Larsson, an elderly woman who died a few years before. The other three were unconnected in any way that I could find.

Every policeman has at least one unsolved case. Back then it was old Torstensson. Year after year he kept returning to one - taking out the files - uselessly studying them. As young men, we had to laugh.

No, that's not why I mention it. The Rebecka Case is something that happened before Harriet was born. I'm talking about the soul of a policeman. Poor Torstensson could never solve it, and could never let it go.

Thank you for coming way out here. Anna, take Mr. Blomkvist's insufficient coat. Would you like to freshen up? We'll be having dinner later. For now, hot tea is waiting. Unless you'd like a drink instead. What would you like?

Oh. I guess I'd better be quick then. Thank you, Dirch. Mikael, this way.

My grandfather forged the tracks the 4:30 train will take you home on - and most of the other pre - state - owned rail lines. We stitched this country together. We made the steel and milled the lumber that built modern Sweden.

I'm not obsessed with the declining health of the company, but I am with the settling of accounts - and the clock is ticking. I need your help.

Officially, assisting me with my memoirs. But what you'd really be doing is solving a mystery. And you'd do that by doing what you do so well - this recent legal mishap of yours notwithstanding. You'd be investigating thieves, misers, bullies, and malcontents - the most detestable collection of people you'll ever meet. my family.

Richard, who I may as well start with to get it out of the way, was a Nazi of the first order - joining the Nationalist Socialist Freedom League when he was 17.

Is n't it interesting how fascists always steal the word freedom.

The 4:30. Yes. Okay. Anyway, Richard died a martyr to the Nazi cause in 1940 - missed all the real excitement - but not the opportunity to regularly beat his wife Margareta and their son, Gottfried.

Now, Gottfried - Harriet's father - was what people used to call a Good - Time - Charlie.

He was a charmer, a ladies man, a drunk. In other words, a born salesman - which is what he did for the company - traveling around, taking clients out to dinner and so on.

That's right. Anyway, he died in 1965. Drowned. Drunk. Here on the island.

His wife Isabella - who was pretty much useless before as a parent - became even more so after his death - which is when I began looking after their children - Martin - who runs Vanger Industries now that I'm retired - and Harriet.

She was bright and curious, a winning combination in any person.

Someone in the family murdered Harriet and for the last forty years has been trying to drive me insane.

My brothers - along with their wives, children and grandchildren - had gathered here for our loathsome annual board meeting and dinner. It was also the day the Yacht Club held its Autumn parade.

Harriet and a couple of school friends had gone into town to watch it. She returned a little after two o'clock.

She came to the parlor. She asked if she could talk to me. I honestly do n't remember what I was doing that I thought was more important, but I told her to give me a few minutes.

But in a few minutes, before I could go upstairs to talk to her, something else occurred.

Police, an ambulance, fire brigade, reporter, photographer and onlookers quickly arrived from town, as those of us on the island - the family - hurried to the bridge from our side.

The driver of the car - a Mr. Aronsson - was pinned and severely injured. All we could do was try to pry him out with our hands - since metal tools could spark.

About twenty minutes after the crash, Harriet was in the kitchen. Anna herself saw her.

We finally got poor Aronsson out of his car and off to the hospital, and those of us on our side drifted back to the house.

The sun was down, the excitement over, we sat down to dinner. That's when I noticed Harriet was n't there.

And she was n't there the next morning. Or the next. Or the next forty years.

What was she going to tell me? Why did n't I make time for her? Why did n't I listen?

Firemen stayed on the bridge all night pumping out the gasoline. And no one swam across, or took a row boat. All of them were still tied up on this side Sunday. Believe me, we checked.

The currents are n't strong here. Anything that falls into the water turns up nearby. Like her father. His body did n't drift more than ten meters when he drowned the year before.

No. Someone killed her, Mr. Blomkvist. Someone on the island that day. Someone close enough to know what she used to give me each year on my birthday.

- studying their reports and interviews, all the information there was, and it's a lot. I've spent half my life examining the events of a single day.

Here's what I propose : You come stay on the island. I have a nice little cottage by the water you can use. You study the material I give you. You find something I've missed - or you do n't.

Think of it as a well deserved vacation. A way of avoiding all the people you want to avoid right now.

As for compensation, I'll pay you twice your salary for as many months as it takes. I'll quadruple it if you solve the mystery.

I'm not done. I'll throw in one more thing - even though you're a terrible negotiator. It's what you want more than anything else and it ca n't be bought at any price. I'll give it to you. Hans - Erik Wennerstrom.

He began his career working for me. And I've followed it with interest, shall we say, ever since. You were right about him. You just could n't prove it.

The island is owned by my family. Your closest neighbor is my brother Harald, another Nazi if you can believe. Two in the family. He's detestable to put it nicely, but you'll probably never see him. He's a recluse.

- she speaks to Harald - which is one of reasons I do n't speak to her.

You, probably. Not that you'd want him to. He can be as unpleasant as Harald.

Oh, how you'll wish were it always so. Soon you'll know us all only too well - with my apologies.

Yes, you're right. The man who hires the detective should always be kept on the suspects list.

I apologize if you're having financial problems at the magazine in Mikael's absence.

You know, I used to be in the newspaper business. We owned six dailies back in the 50's.

I let my nephew Birger run it since he ca n't run anything else.

I feel bad that I've take Mikael away from you at the worst possible time. This is the right thing to do. The moral thing. That's one reason.

The enemies of my friends are my enemies. I hate Wennerstrom as much as you hate what he's done to you.

I'm referring to anyone who tries to sue their enemies into submission. If Mr. Wennerstrom would like to try it again, he'll find himself fighting a company that can afford to fight back.

Henrik Vanger - at 82 , even older than Morell - listens to the silence from his end of the line in a wood - paneled room as baronial as the policeman 's was spartan .There 's nothing more to say . Vanger sets the receiver down and regards a dried white flower in a 6 '' x 11 '' frame resting on the brown paper it was wrapped and mailed in . It 's somehow ominous , like the dark storm clouds that now burst outside -

Mikael Blomkvist - 40 's - regards the gauntlet of reporters he 'll have to pass to get out of the building . As he strides toward them , microphones and cameras swing in his direction . Without stopping -

I'm tired. I feel like climbing under a duvet and sleeping for a week.

You're taking over as publisher. You're sorry for any nuisance Wennerstrom was caused. I ca n't be reached for comment.

That you used to run one of the biggest industrial firms in the country.

I understand your frustration. But what you're asking me to do is a waste of money.

We do n't need to. I ca n't find something you have n't been able to in forty years.

You want me to set aside my life and career for something that's a complete waste of time.

Wennerstrom wants to see me waving a white flag, not a red one. And the more it looks like there's a problem between you and me, the more it'll satisfy him.

It's me. I'm here. It's fucking cold and I'm on a pay phone. If you tried to call, the reception sucks, and if you tried to email, there's none of that either, so - so - I'm here - and - I ca n't even speak it's so fucking cold.

She was with some friends that day. At a parade. You must have talked to them.

It's okay. There are worse things than libel - though I ca n't immediately think of one in my business.

It's not my intention to present a malicious portrait of anyone.

I ca n't ignore such a dramatic event, but no, that's not by any means my focus.

Since we're talking about it, since you brought it up, what was Harriet like?

He was my age then, and so could n't know what was really going on with a teenager any more than I can with my own daughter. You were her age.

People generally get over that sort of thing at a certain point.

I'm writing a biography of your uncle Henrik. That's why I'm here.

Most of what I'm writing about predates that, so your recollections are valid.

I can narrow it. I've gotten up to the 1960s. To the event that altered everything in Henrik's life.

I'm not speaking of the crime itself. I'm trying to get a clearer sense of what Harriet was like. Particularly, toward the end.

I want to look at what the paper has in its archive on the parade.

Because no photographer at any newspaper in the world takes just two photos of anything - especially after having to climb a flight of stairs.

Nothing probably. But I know photographers. They're the most insecure people on earth. If it's out of focus, or they do n't like the framing, they bury it.

It's fine, Nilla. Whatever you want to do is fine. Everybody needs something.

I'm not around enough to know everything that's going on with you, and I apologize for that. But I'd never want you to not tell me something, even if you think I might not want to hear it.

The Rebecka Case you mentioned. What was her last name if you recall.

I do n't want to be indelicate. But Henrik promised me something when I agreed to do this.

We also never discussed who I'd report to if something happened to him.

The last time I reported something before I was sure of it, it cost me my savings.

The investigator's name is on it, but I can find no record of her, and I'm pretty good at that sort of thing.

There's information in here that could only have come from one place. I think you know what I mean.

I assumed you would n't have had breakfast yet so I brought some bagel sandwiches. And tomato juice. Good for hangovers. Where do you keep the coffee?

We have a lot to talk about, so why do n't you take a shower, put on some clothes and get rid of your girlfriend.

Your report on me was quite detailed but for me not very entertaining.

Your boss Armansky tells me you only work on things that interest you. I guess I should be flattered. He also says you're the one he goes to for jobs that are, ` sensitive' is the word he used. I'll use ` illegal,' since that what it was when you hacked into my computer.

I'm not going to do anything about that. I could but I wo n't. What I'm going to do is tell you a story. If it entertains you, maybe you'll decide to help me research it further. If it does n't, I'll wash the dishes and leave. Are you going to even touch your food?

Lisbeth - may I call you Lisbeth? I want you to help me catch a killer of women.

I've identified R.J.. Her name's Rebecka Jacobsson. I have no idea who the others are - or how they're connected to the death of a 16 year old girl - but they have to be.

We need to somehow figure out who they are, what happened to them, what the Leviticus verses have to do with.

`` If a man lies with a woman having her sickness, he has made naked her fountain and she has uncovered the fountain of her blood.''

`` A woman who is a medium or sorcerer shall be put to death by stoning.''

21:9. `` The daughter of any priest who profanes herself by playing the harlot, profanes her father and shall be burned with.

Leviticus 20:16 - `` If a woman lies with any beast, you shall kill the woman and the beast, their blood is upon.

It's all right, we're looking for a serial murderer. But what does it have to do with a 16 - year - old girl on an island?

If there's one thing the Vangers have more than their share of, it's Nazis. There's one of them.

I can see why Armansky values you so highly. Your work is very good.

I will. And then we'll have a talk about what's yours and what's mine.

I would n't think Harald would sign his name like this, would you?

The carpentry shop is gone. I do n't know if he worked there or not. If he did, maybe he used to buy hardware here.

You were taking pictures, too. Which I'd very much like to see if by some miracle you still have them.

This girl was killed that day, soon after seeing something across the street that frightened her.

It's too dark to see. did it stop bleeding. I think maybe it has. it still fucking hurts.

It was n't an accident. Somebody was shooting at me. It's insane. these people are insane.

I have police reports, photos, Henrik's notes, my own notes, and Lisbeth's research. What I do n't have are Vanger Industries records. That's what I want.

Henrik said I have access to everything I need. This is what I need.

I'd be happy to sign a nondisclosure statement, if that helps you.

Any connections between the company's holdings and the towns where the women were killed. and everything about Frode.

Martin did n't deny killing anyone. But when I mentioned Harriet, he was confused. He was angry - at me - for not being able to tell him what happened to her.

What if she did somehow get away? Could she have done that? Could she have done it alone?

Is she's alive, there's only one person in this family who would know where she is.

I have to go away for a couple days. When I come back, I hope to have an answer for you.

There's going to be a memorial in Hedestad. I know you have n't been back there in a long time, but -

That you do n't really care for any of your relatives. Still, I thought you should know.

Anita married in Stockholm in 1967. It's recorded in the Swedish General Register. But the family never knew, did they.

I'm guessing she then came here on a passport in her married name, and you followed on her maiden name passport.

Why would you. It was a long time ago. Which is more to the point than the money he embezzled.

Come on, he knows you ca n't try somebody for this 35 years later. I like Henrik, but he knows that.

The `` court of public opinion,'' Dirch, makes celebrities out of girls who shop. Henrik promised me Wennerstrom's carcass on a plate. This is n't even the plate. I ca n't do anything with this.

That was meant to be a compliment. Put your arm back on my shoulder.

I was stupid. I got something from an anonymous source, who I'm sure now worked for him. It was fake. Which he easily proved in court.

Wennerstrom's Swedish assets are genuine, but they're the only things that are. The rest is funneled through companies in Gibraltar, Colombia, and Macao. These companies produce no products and provide no services. They're shells. They launder money from arms and drug sales, and crime syndicates in Russia. And that money - which accounts for all but 5 - percent of his holdings - ends up in accounts in the Cayman Islands. It's a completely illegal, criminal empire.

I have access to his computer, and his accountants' and lawyers'.

He'll call it a personal vendetta but it wo n't work. FI ca n't ignore banking and securities fraud like this. The police ca n't ignore the organized crime stuff. They'll both have to investigate.

We'll be back in court, but this time it'll cost him. That's probably it, though. These guys never to prison.

Feeling a bit like he 's fleeing the scene of a crime , which in a way he is , Blomkvist steps outside opening his umbrella . A couple of the reporters come out after him -He hurries off in the rain .

Financial journalist Mikael Blomkvist was found guilty today on 16 counts of aggravated libel against financier Hans - Erik Wennerstrom.

You would n't say the first step was your sacking of Mr. Blomkvist?

At a table with a pre - made sandwich and cup of coffee , and a long court judgement , Blomkvist watches himself fleeing the reporters on the cafe 's TV . He 's the only one there who watches it - no one else is interested - which only makes it worse .The report cuts to a shot of Wennerstrom outside the courthouse in an Armani suit , surrounded by his legal team , confidently addressing the reporters -Done with his sandwich , Blomkvist goes to the counter .

In an article published earlier this year, Blomkvist claimed Wennerstrom - founder and president of The Wennerstrom Group - used State funds intended for industrial development in Poland for an arms deal with the right - wing Ustashe in Croatia.

I have nothing against Mr. Blomkvist. He's a good journalist who I do n't believe is guided by malice. But what he wrote was inaccurate, and inaccuracies ca n't go unanswered. He - all journalists - have to accept like the rest of us, actions have consequences.

Blomkvist was ordered to pay 600 thousand SKE in damages and all court costs, which could be significantly more.

I've always admired Henrik Vanger. He's a titan - and a gentleman. But he's also quite old now - which may explain how he could be taken in by a convicted liar.

He comes out tamping the pack . Extracts a cigarette . Tosses the pack in a sidewalk trash bin . Flicks at the lighter but ca n't get it to fire in the wind and rain . Hunches his body around it , coaxes it to life .He takes a long drag that dizzies him . A wonderful feeling . He regards the trash bin . Fishes around it , finds the pack , puts it in his coat pocket .

He comes through past Christmas decorations and a mostly - young staff . They try not to regard him as a dead - man - walking , but are n't entirely successful . He enters the editor 's office .Erika Berger is about Blomkvist 's age , and - like the IKEA furniture - sends a mixed message : a feminist in a mini - skirt .He sits , exhausted and depressed , in a cheap Poang chair .They regard each other in another silence . Then -He thinks about it . shakes his head ` no . '

TV4 called. I told them no statement until we've read the judgment in its entirety.

I already called Greger and told him I would n't be home tonight.

It was n't even about Mikael. It was Wennerstrom sending a message to the press as a whole - and the FSA : Do n't ask questions.

You fired you ; I need you here, not the North Pole. You know what this is going to look like.

There is a problem between us. He wo n't be satisfied until he shuts us down, and you're leaving me to fight him alone.

Is that hard to believe? Sitting up here in Lappland with your cat?

I wanted to hear what they had to say. You would've said no before they could.

You heard me tell them we could hang on for six months. I was lying. Without their money we'll be out of business in three.

You want to say no? Let's say no. Instead of 50 percent of something, let's own 100 percent of nothing.

We made a serious mistake last year, and we regret it. But we're moving forward, and this is the first step.

That's inaccurate. Read the original press release, Viggo. I did n't fire him. He's on sabbatical.

A motorcycle dives down a driveway that burrows under a three - story building .

Dragan Armansky , 40 's , who looks more like a boss of a New Jersey crime family than CEO of a high - tech security firm , sits behind his desk , waiting with an older client .

But I've told her many more times I prefer her not to meet clients.

Very much. She's one of the best investigators I have. As you saw from her report -

I think what Ms. Salander means, and I agree, is that everyone has a right to a certain amount of privacy, even when they're being investigated.

The reason you can find no record of her is because her records have been sealed. She's a ward of the State.

No. It seems quite thorough. There's a wealth of data here. But I'm also interested to know what's not in it.

You're quite right he made a fool of himself professionally. How big of a fool did he make of himself financially?

Your report is light in another area. His personal life. Anything you chose not to include?

Not in this case. I have to know if there's anything about him I might find unsavory - even if she does n't.

Forgive me for intruding on your Christmas. My name is Dirch Frode. I'm an attorney. I represent Henrik Vanger. Perhaps you've heard of.

You're referring to your recent legal trouble. That has provided Mr. Vanger with some entertainment.

He's much too old to make a trip to Stockholm, Mr. Blomkvist. Please. If you'd be so kind as to consider.

Unless we get snowed in. I'm joking. You'll be home tonight, if that's what you wish.

Mr. Blomkvist would like to be on the 4:30 train back to Stockholm.

The good news is he survived. How he does now, we have to see. He's in ICU. Can I have one of those?

I do n't know what he has on him, if you're asking me. And he ca n't tell you in the condition he's in. So. is that it then?

You'd report to me, but does it matter? We both know nothing's going to come of this.

Do you think we'd hire anyone for something like this without doing one?

He needs surgery and there's no DNR. So it's up to the family to decide to resuscitate or not, and they're not good at decisions.

People hunt on the island, Mikael. Gunner's out there shooting something almost every day for his dinner. It could have been a stray shot.

That's why he has me. To protect him from himself. This is insane.

I have some very upsetting news. Martin was killed in a car accident last night.

I do n't even remember Wennerstrom working here, much less being fired.

I swear I did n't know this was what Henrik had on him. If I had, I never would have let him bring you up here. But he was n't trying to deceive you.

A man's reputation used to mean something - he still believes that. I'm sure he thought you could destroy Wennerstrom with this in the court of public opinion.

The figure from the motorcycle crosses the lobby . From behind we ca n't see him/her well , but can see wary looks from others emerging from and getting into the elevator .

The report on Armansky 's desk is 200 pages long . INSERT : Printed on its cover : Mikael Blomkvist , a case number and , smaller , its author , Lisbeth Salander .

The black - clad figure - from behind again - strides past coworkers who look away .

Armansky breathes a defeated sigh , taps the intercom button twice to say ` okay , let her in . ' Lisbeth Salander walks in : A small , pale , anorexic - looking waif in her early 20 's . Short black - dyed hair - pierced eyelid - tattoo of a wasp on her neck ; probably several more under her black leather jacket - black t - shirt , black jeans , black Caterpillar boots . Frode is only middlingly successful in concealing his initial reaction to her . This is n't punk fashion . This is someone saying , Stay the fuck away from me .She does n't shake Frode 's hand , but does address him :Salander sends Armansky a weary look . His look back begs her not to say anything unpleasant . Eventually -Frode looks at Armansky . What 's that supposed to mean ?And , apparently , she has no opinion on it either .This seems to please Frode more than anything else that has been said , and Salander sees it .Armansky 's look to her at once apologizes for Frode , and encourages her to speak . She finally relents but puts no more spin on it than any other piece of raw data -Frode thinks about that , perhaps imagining how much simpler his own life would be with such an arrangement .Salander offers nothing more .

He's honest. He's who he presents himself to be. In his business, that's an asset.

That's true. He made a fool of himself with that. If it happened that way.

If he made up the story, that's out of character. So is giving up without a fight. People do n't do things that are out of character.

He's had a long sexual relationship with his co - editor. It wrecked his marriage, but not hers. Her husband accepts it. Sometimes she sleeps at Blomkvist's, sometimes at home.

I had to pay three months back rent and eat a little bit. It's all I have right now.

I got a call from social welfare. I've been assigned a new guardian.

It is n't a discrepancy or a problem. It was clear to him I could manage my own finances.

I should n't even have to ask. I should have control of my money like before.

. I'm fine. I'm sorry I missed our appointment. I had a lot of work. no, nothing to be concerned about. I need another advance on my allowance. Can I come to your office tonight? I do n't need a pen, what's the address?

I just want to know, am I going to have to do this every time I need money to eat?

Wrists and ankles. But none of these. Just a plain band, like handcuffs.

See this snap? It's not a snap. It's a wide - angle micro - lens.

This shows you sodomizing a mentally impaired girl. If it's ever seen outside this room, who'll be institutionalized then?

When you can walk again, which I admit could be a while, we're going to my bank. You'll tell them I alone have access to my account. After that, you'll never contact me again. Each month you'll write a report of a meeting we wo n't have. You'll describe how well I'm doing, how sociable I'm becoming. Then you'll negotiate with the court to have my declaration of incompetence lifted. If you fail, this video will spread across the Internet like a virus.

If something happens to me - if I get hit by a car - if you hit me with a car - same thing, it uploads automatically.

I'm taking these with me. I'll be checking on you. If I ever find anyone in here with you, whether she came of her own free will or not -

Do you doubt what's in the reports about me? What do they say when you sum them up? They say I'm insane.

I know it'll be hard for you to abide by my rules. Especially no more sex. I'm going to make it easier for you.

The five cases from Harriet's list. And five more she missed - three I'm sure about.

Rebecka was the first, like you thought. M.H., is Mari Holmberg - a prostitute in Kalmar - murdered in 1954. Leviticus verse 20, line 18.

She was raped and stabbed, but the cause of death was suffocation with a sanitary napkin. R.L. Rakel Lunde, 1957 -

Cleaning woman and part - time palm reader, tied up with a clothesline, gagged, raped, head crushed with a rock. Leviticus 20:27.

Sara Witt, 1964. Daughter of a pastor. Tied to her bed, raped, charred in the fire that burned down her house. Leviticus -

Found in a barn, stabbed and raped with farm tools. A cow in the next stall with its throat slit, its blood splashed on her, hers on it.

Found by her sister in their pet shop - raped, beaten. The killer uncaged the animals, smashed the aquariums. There was a parakeet inside her. Leviticus 26:21 / 22.

Eva Gustavsson, 1960. A runaway. Raped, strangled, a burnt pigeon tied around her neck. Lena Andersson, 1967, a student. Raped, stabbed, decapitated -

The names. They're all Biblical. The first woman, the whore, the Virgin Mary - Sara, Rakel - all from the Old Testament.

It felt perfunctory, like your heart was n't in it. Let's see a little more enthusiasm for my recovery in next month's.

Start looking for a shrink you can bribe to swear under oath he can find absolutely nothing wrong with me.

And stop visiting tattoo removal websites or I'll do it again - right here.

No. I need to know where all the factories, offices and projects were from 1949 to 1966.

I do n't. Nothing on subsidiary corporations, partnerships, or suppliers.

Mr. Frode said I have access to whatever I need, and I need this.

I am. And I need access to all the rooms, including any that are locked.

We're going home, Mikael and me. I do n't know what you're going to do.

I tried to kill my father. I burned him alive. Got about 80 percent of him.

There's only one reason she would n't call Harriet. She ca n't because Harriet is indeed dead.

If she'd done anything but run, Martin would n't have been able to kill all those women.

You were emphatic that the way I looked into your life was illegal and immoral. Would you feel the same about Wennerstrom?

I started investigating him on my own. Then you showed up and hired me. I have n't had a chance to look at it all - you and Harriet - fucking - Vanger have kept me busy. but I may have something.

I have a chance to make an investment. It's a smart, safe investment.

You do. I'm sorry that I know that. You have 65 thousand in your two accounts.

I have a number of accounts at Bank of Kroenfeld, Cayman Islands. I want to transfer those funds and convert them to bonds.

I'm sure you do n't. Why would you? I was always such a headache for you. Never showing up with good news. Only problems.

I have some good news now. I've made a friend. I mean one that you'd approve of.

Blomkvist is n't sentimental , but does have a few framed snapshots : his daughter , his sister , and one with Erika - in their 20 's - in which he 's wearing a black leather jacket . She wakes up alone in his bed . Pads to the darkened living room to find him typing on his laptop , a half - eaten sandwich and glass of water next to it .

Salander sits alone at a table waiting for someone with a coffee and a gift haphazardly wrapped with a Christmas bow , the price tag still on it , a paperback book - My 60 Memorable Games , by Bobby Fischer . She notices the price tag is still on it . Peels it off . Dials a call on her cell . Hangs up when it goes to voice mail .

She knocks on a door . Hears classical music playing softly inside , but no one answers . She tries the door . It 's unlocked . The gift in hand , she pushes it open . She comes into an apartment which looks like it could belong to a professor . Sees a chess piece on the floor . Then a trail of them that lead her to an overturned chess table and , next to it , a body . The gash on the old man 's head could have been caused by a fall into the corner of the table , or from a blow to it . She quickly tries to determine if he 's breathing . Calls for an ambulance .

It 's doubtful there 's a stranger Christmas gathering going on anywhere in the world . Standing around with eggnog are : Blomkvist ; his teenage daughter Pernilla ; his sister Annika and her Italian husband ; Erika and her weirdly understanding artist husband Greger , whose arm is around her waist ; a few other friends -LRB- and perhaps lovers -RRB- .Blomkvist 's daughter seems concerned for him .

You think it's all senseless but it is n't. It's more natural to believe in something than not to.

Outside the ICU , Salander sits on the floor like a dog who wo n't leave the spot its master told it to wait . For the first time since we 've met her , she looks vulnerable . The doors swing open . A doctor steps out . Salander gets up to hear his report -The doctor is n't sure then if he should talk to her .

He's had severe cerebral hemorrhaging. Either from the fall itself, or a stroke that led to the fall. His blood pressure is still high. I'm hopeful he'll regain consciousness, but that's not assured. And it's possible, if he does, there will be neurological damage.

Not allowed to go inside , she peers through glass at Palmgren , who is unaware of her , or the nurse attending him , or even himself . A spiderweb of tubes emerge from his neck and wrists ; oxygen tubes from his nostrils .

They 're around the dinner table now , passing platters around . Blomkvist notices his daughter 's head is bowed in silent prayer .She begins eating . Blomkvist stares at her , feeling a little sick . A cell phone rings . No one can tell - as you never can - whose it is , and so all pull them out . It 's Blomkvist 's .Looking back at his daughter with some concern , he steps away to take the call .Frode , in his polite , deliberate way , is reeling Blomkvist in like a perch .Blomkvist is n't sure what to do , or say .

Salander rides a crowded underground train , but feels even more cut off from the people around her than usual ; completely alone .

A passenger train , barely visible in a severe snowstorm , makes its way north . This is no Christmas card .

Blomkivist disembarks to find Frode - who he can only assume is Frode - beyond a veil of snow , waving to him from outside a Mercedes . Unlike Blomkvist , he 's dressed for this God - awful weather in a fur - collared topcoat .

Frode 's Mercedes comes across a long bridge linking the old industrial town to a rocky island .

The car comes up a long , bare - tree - lined drive , leading to a stately manor . As Frode and Blomkvist climb out , a distant gunshot echoes , but neither Frode nor the old man who appears at the front door of the manor pays it any attention ; just someone hunting .

It is warm inside . There are fires in the fireplaces . And Vanger himself is warm in nature , yet speaks quickly as they come through the house -Vanger looks thoroughly disappointed . Or hurt .

Tea service and pastries on a coffee table separate Blomkvist from Vanger , whose elderly frame is in danger of being swallowed up by a wing - back chair .There are framed black and white photographs on a wall - factories and trains figuring into all of them .Blomkvist imagines he 's meant to offer a wistful shrug .

She exhumes an unwashed bowl from a sinkful of dirty dishes , fills it with tap water without rinsing it , dumps a packet of ramen noodles in , puts it in a microwave . She takes a Coke can from an anemically - stocked fridge to a desk in her so - called living room , a clutter of full ashtrays , fast food wrappers , empty soda cans , paperwork , unwashed laundry . The only things of any value here are her MacBook and several external hard drives . NOTE : Changes below are INSERTS only : She types Dirch Frode in the search window . Clicks on the top result which takes her to Frode 's bio on Vanger Industries ' site with its distinctive V.I. logo . His official company photo accompanies his profile : Uppsala University Law School . Assistant Counsel , Vanger Industries , 1965 - 1972 . Head Counsel , 1972 - present . She types in another search - Hans - Erik Wennerstrom . Clicks on his Wikipedia page , which shows a photo of him alongside his bio . She skims it - President of the investment firm , Wennerstrom - gruppen . personal wealth of 12 billion dollars -LRB- 80 billion kronor -RRB- . 82 - foot yacht , villa on the island of Varmdo . She does a third search , types : Wennerstrom + Vanger Industries - and hits the ` cached ' option - There are only a couple of results that include both terms . She goes to one of them , a body of text of some old page with the cached terms highlighted in yellow and blue , and reads - . Hans - Erik Wennerstrom , CPA , Vanger Industries Accounting Dept. , 1971 - 1972 . Hmmm .

The children of the `` thieves , misers , bullies and incompetents '' play on a beach . A shutter blinks freezing a 12 - year - old girl in foreground in black and white -

The same photograph of Harriet in a photo album Vanger shows Blomkvist .A page in the album turns to reveal a photo of a young man in a uniform with a Nazi pin .We see photos of Gottfried , a handsome young man .INSERT : Close on a photo of Gottfried .A studio photo : Gottfried with his wife and two children .A photo of a much younger Vanger and 15 - year - old Harriet .Vanger nods as he regards the photo .Vanger nods again ; is silent for several moments .

And we see the parade , and , among the spectators lining the town 's main street , Harriet with other teenage girls .

A clock in the room reads , 2:10 . Vanger and a few family members sip afternoon cocktails . Harriet appears .She leaves . He returns to the others in the room .

A car and a fuel truck , both going too fast , collide on the bridge . The truck rolls onto its side crushing the car and spewing gasoline .

Vanger and the others react to the noise of the crash . Out the large window they can see the bridge and many of those on the grounds trotting down to get a closer look .

People and vehicles converge on both sides of the bridge .The truck driver has managed to climb out of his cab , but the other motorist is trapped .A local newspaper photographer and another man , snap pictures as Vanger and others try without success to pry the injured driver from his car . As the chaos ensues -

Anna glances to Harriet as she comes in , then back out the window to the bridge . Harriet passes a clock that reads 2:35 , steps outside , walks toward the woods .

As the sun sets , Vanger and the others on the bridge make progress extracting the driver from the car . A young man coming from the town side takes off his jacket to help .

The family has assembled at a long dining table .Vanger considers an empty chair as everyone else , including the young man from the bridge , his jacket draped on his chair , passes platters of food around .

Vanger has the same look of concern on his face now as he leads Blomkvist up some stairs .

Vanger 's pauses at a landing to steady himself and his labored breathing .He unlocks the door of the attic and pushes it open to reveal a cluster of nine dusty framed dried flowers on a wall .And , on another wall , forty similarly - framed flowers -Blomkvist regards the forty .

It 's raining as an elegantly - dressed woman slows before a luxurious apartment building . Salander approaches from the other direction . Passing , she notes the four number tones the woman keys in the code lock . The door buzzes open and the woman disappears inside . Salander doubles back and keys the same four number tones in the Milton Security lock .

Opulent foyer . Security camera . Antique elevator cage whose cables pull the woman upstairs . Salander comes to an unlocked service door and takes stairs to a basement machine room . Examines tangles of phone lines , meters , Wi - Fi routers . Photographs them with a digital camera . She climbs the stairs back up to the foyer . The front door buzzes , and a man in a suit on the sidewalk pushes it open , sees her , holds it wide enough for her to pass . The man is a driver/bodyguard . He continues to hold the door for his employer who now emerges from the back of an idling car and crosses to it in the rain . Wennerstrom .

They 're eating dinner now in the dining room .And for all that , he 's no closer to the truth .Blomkvist wonders why he ever agreed to come here as Vanger refills his wine glass .He pushes toward Blomkvist a plate : the carcass of the fresh - killed and cooked duck they 've been eating . It and the mention of Wennerstrom 's name clouds , at least for a moment , Blomkvist 's memory of the train he missed .

Salander climbs a flight of stairs in a building that could n't be more different than Wennerstrom 's . Knocks on a door , waits , listens to some dead - bolts unlocking . It opens , but remains impassable by a figure weighing over 300 pounds . He offers her no greeting . Fades back into the shadows of his dark apartment .It 's hard to imagine how he or anyone might accomplish that . The place is like a junkyard . Even the unmade bed is covered with stuff .She takes some cash from a pocket , hands it to him . He counts it and is unimpressed with its total .So much so that he does nothing more than look at her . She reaches to take the money back , but he pockets it and moves across the dark room to a work table where high - end computers fight for space with debris . Finds and gives her a small homemade electronic box , which she turns over in her hands . While it 's clear both these people are deficient in behavior that governs polite society , it 's hard to tell which lacks it more .

Would you like to sit? I could possibly clear a place if necessary.

Erika , first to arrive this morning , or so she thinks , comes through the empty offices with a Wayne 's Coffee to - go cup - but Blomkvist is already there , packing supplies from his desk , books from his shelf . A second suitcase , presumably full of clothes , sits on the floor .

He zips the suitcase with the supplies in it closed and gathers the rest .They cross through the building , he with his cases , she with her coffee cup .He kisses her but gets back no more than he would from a statue - and steps outside .

The depot thermometer reads 0 . Blomkvist disembarks with two suitcases . This time , Frode is n't there to meet him . He struggles with his luggage through the snow to a taxi stand .

As a taxi passes a gas station by the bridge , Blomkvist regards the Middle Eastern driver 's eyes which regard him in the rear view mirror .

The taxi deposits Blomkvist outside a cottage . From here he can see Vanger 's manor and couple other houses . The taxi drives off and disappears into the snow .

Two rooms . Fireplace . Pile of wood . A realtor would call it cozy . In truth it 's just tiny and freezing cold . Blomkvist unpacks . Puts clothes in a wardrobe , sets out books , note pads , pens , CD 's , a CD player , his laptop and a small printer . He flips open his cell phone to make a call . Gets no reception bars . Hears a faint , plaintive cry and traces it to a window , beyond which , on the sill outside , stands a cat peering in . He opens the door , and the cat heads straight for the kitchenette . Then looks at him .He opens the old fridge . No milk . Nothing .

He comes out into falling snow holding his cell phone out in front of him like a dowser divining ground water . Moves around trying to get a signal . Ca n't .

He purchases milk , butter , a loaf of sliced bread , some packaged lunch meats and a few cans of cat food .

He walks along the street through wind - whipping snow , cradling the grocery bag , cell out in front of him again . Any of the locals could tell him he could do this forever - there are no cell towers anywhere around here .

Grocery bag at his feet , he dials a call with fingers he can no longer feel on the gas station pay phone by the end of the bridge . It goes to Erika 's voice mail .He hangs up , open the same pack of cigarettes from before . Eighteen in there . Struggles to get one lit in the wind and snow , hurries off toward the bridge .

As the cat laps at milk on a plate , Blomkvist tries to get a fire going using pages ripped from a book . It 's a struggle he 's going to lose ; he 's no Boy Scout .

In the machine room again , she pulls one cable away from the others and wires to it to Plague 's electronic box .

But it 's a knock that draws Blomkvist awake . Having forgotten where he is , he regards the cat sleeping with him , then the room , and groans . He pads to the door in the freezing cold . Opens it to find a rugged older man on his doorstep with a handcart loaded with file boxes .

No jail time, though. That's good. Cost you a lot of money though, yeah?

As Gunner expertly builds a fire in the fireplace for him , Blomkvist works at unpacking the boxes - documents , fat police reports , notebooks , folders , photo albums .Nilsson nods , but is n't sure he believes it . Maybe he took a look inside the boxes before he brought them down .Blomkvist nods and hopes that 's enough to put an end to the subject . It is n't .Blomkvist shares his annoyance with the cat . Nilsson dusts himself off , satisfied with the fire he 's made .

Vanger has ventured outside to show Blomkvist around the estate . Smoke from chimneys rise into bitter cold grey skies , weather for which Blomkvist , unlike the old man , is inadequately dressed .Vanger 's look to Blomkvist adds , ` so consider him a suspect . ' He indicates another house on the grounds -It 's a modern house - lots of glass - out on the point .They hear a distant rifle crack and echo . It startles Blomkvist a bit , but not Vanger .Old enough , Blomkvist gathers , to be considered a suspect . Vanger points off -Shivering in the cold , Blomkvist turns .For a moment , Vanger is n't sure what Blomkvist means . Then he is , and is pleased by it .

A nurse takes a tray away , leaving Salander alone with Palmgren , separated by the chess table they wo n't playing a game on . She wipes his mouth with her sleeve .It 's unlikely he understands what she has said . It 's unlikely he even knows she 's there .

Tacked to a wall , a map of the island on which Blomkvist has written the names of the living Vanger family members and staff in the approximate locations of their houses . Next to it - 3x5 cards and photos - a Vanger family tree - which doubles as a suspects list . On some of the cards is the word , ` deceased . ' He makes a sandwich . Refills a coffee cup . Begins reading the police reports . The first is a photocopy of a note when the call from Vanger came in : `` Officer Morell informed by telephone of situation , 10:19 p.m. ''

Gustaf Morell stands at the bow of a patrol boat slowly motoring past the bridge where the fire brigade works to pump the gasoline from the overturned truck . INTERCUT : Blomkvist reads , `` Morell on site , Hedeby Island , 11:42 p.m. ''

Morell , feeling like he 's entered an Agatha Christie locked room mystery , regards the extended Vanger clan sitting in the living room looking suitably worried .Vanger points Isabella out . Slender , overdressed and smoking a Sobranie , she immediately strikes Morell as a woman as venomous as she is beautiful .Morell follows Vanger down a hall - INTERCUT : Blomkvist reads , `` Approx . 12:05 , inspected missing girl 's bedroom . Found - ''

A purse on the desk in Harriet 's room . Morell carefully removes the contents : Comb , pocket mirror , handkerchief , wallet containing a few kronor , her ID , and her address book . He leafs through this .Vanger is either a good actor or has nothing to hide .INTERCUT : Blomkvist reads , `` authorized our patrol boat and two volunteer craft to begin 12:20 a.m. - G. Morell . ''

I want to speak to everyone here. That'll take all night so you might want someone to put some coffee on.

The police patrol boat and two Peterssons motor around the island , spotlighting the shore and rocky cliffs .

The weird tableaux of characters , awaiting their interviews with Morell . At the moment , he 's across the room with Harald Vanger , taking notes , drinking coffee . INTERCUT : Blomkvist reads , `` Patrol 014 and Orienteering Club volunteers assembled , 6:40 a.m. ''

Search parties crisscross the island , wade through ditches , check old barns , shine flashlights up chimneys . Woodsmen with blood hounds comb through woods .

As the search continues , Morell , looking like he has n't slept - which he has n't - peers down a rocky cliff to the water . Somehow he knows they 're never going to find her .

The same face - forty years older - the man who spoke to Vanger on the phone about the dried flowers - now speaks with Blomkvist as he scrapes out the bowl of his pipe .He lights the pipe . Blomkvist watches the tobacco glow .He produces an old address book from his jacket pocket . Of course , Morell has seen it before , and handles it delicately . The decades have dried out its pages .Morell nods that he knows that only too well as he turns to that last page . On it , in neat handwriting : Magda 32016 Sara 32109 R.J. 30114 R.L. 32027 Mari 32018He hands the address book back . It , and everything else about the case , clearly trouble him still .Blomkvist is n't sure what that means .And neither can poor Morell with his Harriet case .

As a man behind a desk reviews a thick file , Salander reviews him : About 50 ; spends money on suits , thinking that might disguise his public servant status ; no wedding ring ; typical creep , as far as she 's concerned .It is , but she can tell he could n't care less . He leafs through her file -Nothing from her .Salander , who 's had to suffer insufferable officials all her life , does n't dignify the question with an answer .She wo n't look at him any more - not that there 's anything even remotely interesting to see if she did .She does . in a way that says , I 'd like to kill you .

How's Mr. Palmgren doing? I was told he had a stroke of some kind.

But not full - time. Not even part - time consistently. They somehow got along without coffee or mail in July and August?

Here's the problem. There a discrepancy between the obligation of Mr. Palmgren's guardianship and the management of your finances.

- two years in the locked ward at St. Stephens, for violent aggression - failure to adapt to four foster homes and seven schools - arrested twice for intoxication, twice for narcotics use, and most recently for assault : a bottle smashed into a man's face. You may have conned Mr. Palmgren into thinking you've improved, but looking at this -.

- not to mention how you're looking at me now - I can see you have n't. So the Good - Old - Mr - Palmgren - Days are over. Starting now, you'll be given a monthly allowance. You'll provide me with receipts for your expenses. If the numbers do n't balance, I'll have to assume the difference is going to drugs.

No. You've been a persistent burden to the State since you were twelve.

This behavior you're displaying right now is elaborately documented here -.

- so it would come as a shock to no one if I chose an alternative to the lenient arrangement I just outlined. Is that what you're saying with your silence? You'd prefer institutionalization?

And you will. Once you show me you can be sociable and get along with people. Can you do that?

If you're nice to me, I'll be nice to you. That's how normal people are.

I like the reticence. I prefer a whore who pretends she is n't. It's almost convincing.

I know you're not thinking about telling anyone about our date. Enjoy your computer games.

How are you? Been thinking about last time? Decided you wanted to see me again?

Since we're still figuring out what you like, I went shopping for some new toys.

Salander steps into the elevator , hits the down button . As the doors close -

Martin 's house did n't look so far away , but the road Blomkvist has to climb to reach it , and the fact he , like all writers , is out of shape , taxes him . A car driven by an attractive woman in her 30 's pulls alongside him .

I used to work in the company's petrochemical division in Goteborg. When it was sold, I went with it.

I live in Hong Kong now, but come back to Stockholm for family events, and when I do, I drive up to spend a couple days with Martin.

I love Henrik. He's fascinating. Martin, too. Together they're the Old Sweden and the New.

The family does n't like to talk about it, but it ca n't just be swept under the rug.

Martin , wearing an apron , opens the door to find both his dinner guests on the porch .Blomkvist puts a bottle of aquavit in Martin 's hand .

No, it's a climb for anyone. I should've warned you. Come on in.

Something's open. You like this one, or would you like to try something else?

Liv knows everything about my crazy family. Which is why she'll never marry me.

Do n't put that in your book. Anything else is fine. Harriet certainly. Everything changed after that. Not just the family, but the company.

We're not Nordea or Ericsson, but we're still the largest family - owned company in the country. At the height, we had 40,000 employees. We have about half that now, and that downward slide - anyone can tell you - began after my sister's death. It broke Henrik's entrepreneurial spirit, and his heart.

Everyone was here, though I did n't get in until after the accident on the bridge. The 4:30 train.

It was a terrible day. And the days after - searching and not finding her - were even worse.

Your independence is dependant on advertisers - if we're being honest. However much you think that is, you'd retain. We do n't care about content.

Millennium is an excellent magazine. We also think it's undervalued right now, which is good business for us.

My family is impossible. It's why the company is such a mess. Please accept my apology for my mother's behavior.

It's not all right, she's unbearable. But it has nothing to do with you. It's between her and Henrik. She lost it when my father died. The drinking - her state of mind - it all got so bad Henrik took me and my sister away from her, leaving her alone in our old house on the other side of the island like she was excommunicated. She's never forgiven him.

You have to stay and keep working. You're Henrik's last chance at some kind of resolution. Put this to rest for him one way of the other, and I'll try to keep my mother away. But, please, do it as quickly as you can.

It's fine. Just tell her to make sure to leave the keys with security when she's done.

I stopped at the hospital on my way home. Henrik asked me to ask you something.

Dirch says Ms. Salander is clever. Maybe she'll turn something up.

I want to show you something. Bring your drink. Leave the knife.

You know what's harder than shooting someone? Just missing them. That was a very good shot up at the cabin.

We can talk or we can just get on with it. It's really up to you.

Let's hope it's as much as you. That'll make it more fun. Where is she?

And that's a lie. She's sitting in our offices looking at more old crap. Our archives manager called me - very perturbed with this girl. Lisbeth. I like that name. Lisbeth. When Lisbeth leaves I'll get a call from security, so I can be at your cottage to greet her when she arrives -

What do I do with my guests? Is that the question? Well, before - I do what we're doing. Relax, have a drink, converse. I like that part a lot - having a chat when you both know one of you is going to die. After - I simply get rid of them. Out to sea -.

- unlike my father leaving them scattered all over the place like trophies. That's not smart if you ask me. That's just garish and loud. But he was a garish and loud man. Frankly, he got what he deserved.

You ca n't be a sloppy technician like that. You ca n't drink to excess like he did. This takes discipline. It's a science of a thousand details. The planning. The execution. The cleanup. I'm sure I do n't have to tell you you're going to make quite a mess.

That's the interesting thing. Because most of the time I am just like everyone else. I just have a bigger secret. It's wonderful really - standing there waiting for a train - or on a street corner as people brush past me. You know what I mean ; you have secrets. You had one when you came up here. It made you feel - special. Did n't it?

No. I'm not a rapist. Of course I do that too - and at one time it was enough - but -.

Can I ask you something? Why do n't people trust their instincts? They sense something's wrong - someone's walking too close behind them - yet they do n't cross the street. You knew something was wrong - you even knew what it was - but you came back into the house. Did I force you? Did I grab you and drag you in? I just offered you a drink.

You'd never think the fear of offending could be stronger than the fear of pain - but you know what? It is. They always come willingly.

And then they're here. They know it's over like you do - and still somehow think they have a chance. `` Maybe if I say the right thing - if I'm polite - or I cry and beg - maybe I'll survive.''

And then the moment comes when they realize. no, all hope is gone And when that happens - when I see the hope draining from their face like it is from yours right now -.

You're right, this behavior is unacceptable. I know that. But we're not completely different. We both have desires. Satisfying mine just requires more towels.

It might amuse you to know that while you were over here having dinner with me and Liv - who, by the way, finds me very conventional - Irina was down here in the cage. Who's Irina, you ask? A girl I met in Belarus. Just another girl. Another immigrant whore. Who misses them?

You know, I've never had a man in here. I've never touched a man as a matter of fact. Except my father, of course. But that was my duty. Harriet's, too.

It's time. I do n't want to be late for my date with our girlfriend.

The place is far cry from Vanger 's manor . It 's modern . Martin , Liv and Blomkvist work on the dinner Martin has prepared . Soft jazz music issues from somewhere .They all glance away to a sound : A soft , strange , wailing wind . Martin drains the last of a bottle of wine in Blomkvist 's glass and gets up .Martin heads off to the kitchen . Blomkvist and Liv , left with each other , seem unsure what to talk about .Blomkvist does n't say . The sound of the wind stops .Martin emerges from the cellar with a bottle of wine in hand and returns with it to the dining room .Martin does n't comment . Just nods . Silence . Then -She holds up her left hand . A wedding ring is on it . The couple seems very comfortable with each other , not unlike Blomkvist and Erika .And Martin 's , too , clearly . Blomkvist dares to ask , as innocently as possible -Liv sets her hand atop her boyfriend 's .Blomkvist promises him with a nod that it will .

As Salander moves with a crowd toward the doors of a subway car , someone behind her roughly yanks the strap of her messenger bag from her shoulder - She gives chase , pushes past people , catches up with the junkie , grapples with him . He slugs her . She goes down , but does n't give up . Catches up with him on the escalator , throws him back down it . The bag slams onto the metal stairs , too , but at least she has it now . She does n't run . She waits at the top and watches the junkie drag himself up and think about trying again . He wisely decides to let it go , hops to the down - escalator and disappears into the underground station .

Blomkvist sifts through a box containing some of Harriet 's personal belongings : school papers , textbooks , a Bible , the address book , her wallet and ID . A knock on the door . He puts the box in a closet on top of others , kicks it closed , opens the front door to find a not unattractive woman in her 50 's on his porch .

We're all uncomfortable with the idea of a chronicle of our family.

So, what you're saying is, you're not really here to look into what happened to Harriet.

So all those boxes Gunner carted down here - which are where? - in the closet now? - were n't Henrik's private investigation.

I wonder sometimes who's crazier - my Nazi father or my obsessed uncle.

She knew Harriet better than anyone - certainly better than I did. You should talk to her.

Oh, I'm long over it, and wo n't ever have to worry about it again. She hates this place even more than I do. She left, moved to London and that was it. You could n't pay her to send a Christmas card, much less visit.

If you do, and try talking to her about us, do n't be surprised if she tells you to fuck off.

You are so seldom right about anything, it's hard for me to say yes. But.

Are you afraid to be in the same room with him? I'm not saying you should n't be.

Cecilia regards Blomkvist 's Vanger family tree on the wall . Wherever he only has an old photo , there 's a Post - It next to it that reads : Recent Photo ? INSERT of Cecilia 's photo , taken when she was a teenager , and a Post - It with her name on it .Silence . Then -INSERT of the photo of Young Harald in his Nazi uniform on the wall .INSERT of the photo on the wall of Anita , taken when she was about 17 years old .He smiles . She studies him . Maybe he 's not so bad .

A tech tries to get beyond the dreaded blinking '' ? '' on the laptop 's cracked screen .

Salander against the store window , cell phone to her ear .Salander waits . Watches people stare at her like they always do . The secretary comes back on .

Salander comes past a janitor waxing a long , otherwise empty corridor . At the far end , she opens her new guardian 's office door .

As Bjurman reviews a McJesus invoice , Salander waits . The thick atmosphere reminds her of all the others she has sat in with school principals , shrinks and cops .That last one seems to amuse him ; none amuse her .Bjurman sighs . Sets the form aside and looks at the McJesus invoice again .As he comes around the desk , she eyes a sharp letter opener sticking out above some pens in a coffee mug a child has painted with the word , ` daddy . 'He stands in front of her , his crotch at her eye level .He takes her hand and places it on the crotch of his trousers .He grabs her hair and roughly pulls her head toward him .

Salander eats some toothpaste in Bjurman 's private bathroom . When she returns to the office , she finds him calmly writing a check .He holds it out to her , but when she reaches for it , pulls it back a little .She takes the check and leaves .

She sits cross - legged in the dark . Thinking . Or plotting . The dragon tattoo visible on her bare back .

Blomkvist , who does n't care for flying , pours two mini - bottles of vodka into a plastic cup .

He sprays Binaca in his mouth . Then , careful to look both ways , crosses the street to an investment bank .

Blomkvist approaches a desk . The brass name plate on it reads , Anita Vanger .The accent is all British . She 's been here much longer than her home country . No trace of Swedish anymore . He offers his hand -As he sits , she regards him a little more carefully .She stares at him . He waits for the response Cecilia predicted , but it does n't come .

I have n't seen him in over 30 years. Or my sister. Or anyone else in my family.

Everything I knew about that I told to - whatever his name was - that policeman - when it happened.

She was messed up. Like all us Vanger kids. Crazy mother. Drunken father. At least hers was n't a Nazi like mine.

I never saw it myself, but you could tell something was going on. One day she'd be withdrawn. The next she'd be putting on makeup and wearing the tightest sweater she had to school. The next she'd be studying a Bible like a nun - no Vanger was ever religious - can you imagine? Obviously, she was very unhappy.

There was no specifically. It was everything. It was being part of that family. Henrik's the only decent person in it.

All I know is I always felt sorry for her. Even more than for myself. I got out of there when I was 18 and never went back. She would have done the same but did n't make it to 18.

They sit together at a little table on the sidewalk .She does , too .

Salander , on a park bench , debates with herself if she wants to make the call on the cell in her hand . She scrolls to `` NB '' and hits send . It connects .

The taxi that first brought him here to the island , crosses the bridge . Again , Blomkvist regards the Middle Eastern driver , who regards him in the rearview mirror .

Outside the building 's entrance with a backpack slung over her shoulder , Salander presses an apartment button . As she waits , she notes there 's no security camera .The door buzzes . She pushes it open .

She moves along a hallway with both purpose and dread . Knocks on his door . It opens , revealing him in a robe .

She takes in the layout quickly : living room , dining area , kitchen , short hallway to a closed door .He smiles . Steps toward her . Lifts her chin .He walks to the hallway . She does n't . He holds out his hand . She finally joins him . As they step into the bedroom , he roughly pushes her toward the bed .She puts her backpack and leather jacket on a chair . Sits on the edge of the bed . He stands over her . She knows what she 's supposed to do , but seems unable to .She reaches out to it and before she can react , there 's a handcuff around the wrist . He quickly cuffs the other to his own wrist . This is bad . She tries to get out . He gets her in a strangle hold and chokes her into unconsciousness .

She comes to , on her stomach , sees her wrists cuffed to the headboard posts , her ankles secured to the foot posts with silk ties , and scissors slicing her jeans off . She starts to scream and he stuffs her mouth with her underwear .He lights a couple candles . Switches on some New Age music .He watches her struggle . But she 's not going anywhere . He tears open a condom package with his teeth .He crams a pillow under her stomach and climbs on top of her . She keeps fighting but there 's not much she can do handcuffed . Eventually , she retreats to another place inside herself . She 's had to go here before in her life ; it 's the only place to go in such situations .

The cat turns its head to a sound Blomkvist ca n't hear . He has Harriet 's box of belongings out again and looks at photos of her school friends in her wallet . Then picks up the Bible . Handwritten on the inside cover is Harriet Vanger . He opens it at random . Hebrews :He sets it down . Rubs his eyes . Everything - his daughter , his life , this cabin , the word of God - is depressing .

Faith is the assurance of things hoped for, the evidence of things not seen. Through faith we understand that the world was created by the word of God - and that what is seen was not made of things that are visible.

If a dove is the sinner's offering, the priest shall wring off its head, cleave its wings, and burn it upon the altar.

The daughter of any priest who profanes herself by playing the harlot, profanes her father, and shall be burned with fire -

A woman who is a medium or sorcerer shall be put to death by stoning -

Actually, it was the other way around. She thought it safer for me to travel with Spencer myself.

Nothing. Only that he loved her. She said, If you love me, you'll do this and not ask why. He never did.

No, my father. He took this picture. Martin did n't start until he died.

Would he? I do n't know. I almost told him. But I was afraid because of what I did.

A year after the first time - after many times during that year - my father got drunker than usual one night and started bragging about women he'd killed. He quoted from the Bible as he tore off my clothes. He wrapped a belt around my neck. He wanted to kill me.

I made it out of the house and down to the dock. He came staggering after me -

I could never fight him off in a small room, but I was strong enough out in the open to deal with an old drunk.

When it was finally over I looked up, and Martin was standing there -

He dragged me back to the cabin. All I'd accomplished was substitute one rapist for another.

A couple months later, Henrik sent him off to school in Uppsala. And I thought maybe - maybe - the nightmare was over. Until that day.

There he was - across the street - looking at me with that same little smile on his face.

Dawn light outside the living room window . Bjurman , at his dining table with a glass of orange juice , writing out a check . In the bedroom , Salander slips on her leather jacket , shoulders her backpack , hobbles out to the living room .It 's bizarre : his manner seems to be one of genuine concern . She nods . He hands her the check . Then opens the door for her like a perfect gentleman .She nods . Leaves . The door closes .

She sets a check down . On the memo line he 's neatly written , `` for food . '' She takes a bottle of water from the fridge and drinks .

Shower water hits the dragon tattoo on her shoulder blade and runs down past several others . By the time the water reaches the drain it has turned red .

Coming through trees with a bag of groceries , Blomkvist sees a BMW parked outside his cottage .

Blomkvist taps on the car 's fogged - up driver 's window . A hand inside wipes at it , revealing Erika . She lowers it a crack .

As he tries to get some logs in the fireplace going , using more pages torn from one of his books , Erika wraps herself in a blanket . The cat , who has no trouble with the cold , naps on the paperwork on the desk .What she can see is the Vanger research covering the walls and table surfaces , and that the threads of the family tree lead to a photograph of Vanger at the top .He is .

Vanger and Martin all but ignore Blomkvist as they chat with Erika over dinner . They seem charmed by her .Erika looks at Blomkvist , but he has n't talked to them about this .Erika nods politely .Blomkvist suddenly feels like someone coming late to a party .Silence .Erika half - shrugs to say she 'll consider it .She nods .Blomkvist looks at Erika , but she glances away to Vanger .He makes a teepee shape with his hands , like praying .

Erika lights a teepee of logs in the fireplace .The logs crackle as flames climb them . She gets up , comes past him , unbuttoning her shirt as she disappears into the bedroom . He stares at the fire .

Salander regards a selection of forearm tattoos : barbed wire , Celtic bands , strings of leaves and flowers .That does n't bother her in the least . She rolls up her sleeves and watches him ready the tattoo gun .A bland financial announcer reading the news . The graphic to the side of him is the distinctive V.I. logo of Vanger Industries .

It's sensitive there. Particularly the ankles. It's gon na hurt.

Petrochemical manufacturer Vanger Industries has acquired a controlling interest in Millennium magazine which according to analysts has been in financial trouble since last December when its cofounder Mikael Blomkvist was found guilty of libel against Hans - Erik Wennerstrom -

Journalist Mikael Blomkvist - who this time last year was convicted of libel in a Stockholm courtroom - does n't seem to have learned from that experience. Or maybe he has -

In the current issue of Millennium magazine, he now charges the same company that successfully sued him - The Wennerstrom Group - of criminal activities on a global scale - backing it up with internal financial reports, bank records and emails - annotations almost as long as the article itself.

The Securities Fraud Office is n't quite as certain as Mr. Wennerstrom of that.

With his failure to appear before a Security Exchange Commission panel, a warrant has been issued for The Wennerstrom Group CEO.

A news crew has crammed itself inside Erika 's office , where a reporter interviews her -

He 's at his desk , the cat in his lap , reviewing the album of photos taken on the day Harriet disappeared . They 're arranged chronologically , and Vanger has noted the approximate time of day of each . The first several were taken on the manor grounds , by family members of each other . The next couple taken in town of the parade . Then dozens taken on and around the bridge of the dramatic accident . He hears the sound and glances out to see a television news van driving toward Vanger 's manor -

A crew is set up in the yard by the water , interviewing Henrik and Martin . Under his suit jacket Henrik wears a cheerful yellow shirt . Birger unhappily looks on .

Is any magazine really undervalued today. How many will be around tomorrow?

As a clerk rings up the items Salander is buying - bright yellow duct tape and a plastic protective mask - she watches a shot on a TV here of Wennerstrom being interviewed outside his offices -The report segues to another story . The clerk hands Salander her receipt .

Her hardware store purchases , along with some fresh DVD - R 's , a couple of plastic bottles of ink , and McDonald 's Kids Meal wrappers , sit by her laptop . She 's not typing on its keyboard , but characters are appearing nonetheless as someone somewhere else , writes an email : The From box reads : h wennerstrom The To box reads : l jansson 116 INT . COTTAGE - DAY - CONTINUED 116 Blomkvist has returned to the accident photos . Pauses on a blurry one of the fire crew , the focus inadvertently on the background - Vanger 's manor . What caught his attention is a figure in one of the upstairs windows . He checks a scribbled floor plan of the manor and sees that it 's Harriet 's bedroom . But he 's not sure if it 's Harriet . The figure is too soft to identify - even with a magnifying glass - but is wearing a light - colored dress and has light hair . He glances to the family tree on the wall - the teenage Vanger girls ' photos - Three INSERTS : Harriet . Cecelia . Anita . They all have light hair , and , frankly , all look alike . He moves on to the parade pictures . To the one Vanger said before was the last picture taken of Harriet alive . It 's not really of her . It 's a wide shot of the parade itself - but she can be seen in the background across the street with her friends , watching a float - atop which some women in harem outfits dance - pass by . He slips it from its corner - fasteners and turns it over . There 's a Hedestad Courier copyright printed on the back . He turns it over again and looks at the photo itself .

Guided by the photo , he walks along the town 's main street to the approximate place from which it was taken - outside a haberdashery window - but it 's still not right . The photo was shot from a higher than street level angle . He looks to a second story window above the store . Then crosses the street to where Harriet was standing when the picture was taken . Looks back at the haberdashery where , now , the owner peers out at him .

Blomkvist follows the paper 's youngish photo editor up narrow stairs to an attic .She glances back at him . The date means something to her , but she chooses not to comment .

The current archive is on CD's, naturally. The older stuff, still negatives. What general period are you interested in?

Everyone here grows up knowing about her. It's how we're taught about strangers.

She pulls four thick binders off a shelf from September 1966 alone , proving Blomkvist 's point about photographers - and piles them up next to a light - box and scanner .He waits for her to leave . She seems reluctant to .

The door opens revealing Salander . Bjurman seems a little surprised to see her at his doorstep .She looks like a schoolgirl with her little backpack over her shoulder . How did he ever get so lucky ?She steps inside . He takes her hand and leads her toward the bedroom . Her other hand slips into her jacket pocket .She pulls a Taser from her pocket and jams it under his chin , firing off 75,000 volts -

Set down on the rugged landscape under an almost moonless night sky , the cottage looks vulnerable .

The cat , curled up on a chair , jerks its head up at a sound neither we nor Blomkvist can hear , and stays absolutely still , listening . Blomkvist scrolls through the Courier negatives he has converted into positives and has loaded into Photoshop . He was right . Many more parade pictures were shot that day . Several at street level - a marching band , floats , children with balloons , some in better focus than others . He reaches the first of the higher - angle shots from the floor above the haberdashery , scans the crowd lining the street . Harriet is n't in it . But in the next she appears at the edge of the frame with her school friends . In the next , she 's further into frame . And the next , standing in the same spot he stood earlier today .

Blomkvist selects all 18 of the high - angle parade photographs , transfers them to an iPhoto file , and reopens them as a ` slide show . ' The first few , accompanied by the default music , Minuet in G , dissolve at two - second intervals . Too long . Too distracting with the music . And too wide . He adjusts the size function - closer on Harriet gets rid of the dissolve effect and music and reduces the time - interval to make the transitions as quick as possible . He hits ` play ' again and watches a short jerky ` silent film ' - a kind of electronic flip - book : Harriet arrives with her friends . Moves along the street . Stops and faces the parade . Says something to her friends . Laughs . Watches the float with the harem girls on it . Smiles . Sees something to her left . Turns her head slightly toward it . Her eyes widen in fear . She looks down . She moves off . Her friends look after her confused . And then she 's gone . Blomkvist backs up to the frame of Harriet looking off with fear in her eyes , and for the first time believes without a doubt what Vanger has believed for 40 years : She was murdered . Whoever she saw across the street followed her and killed her . The cat watches him .

Bjurman slowly comes to .It takes him a moment to realize it 's true . Another to realize it might be better if he was n't since he 's naked on the floor , face - up , wrists and ankles bound . He tries to cry out and realizes he 's also gagged . She emerges from the shadows , stands over him , and he sees that her eyes are ringed in black mascara like some kind of ghoulish raccoon . She looks insane . As she steps out of his field of view , and his hands struggle against the restraints .He cranes his neck to see she 's by her backpack that 's resting on a chair .She takes a DVD - R from the backpack , puts it in his player , flips his plasma TV on with a remote . She got it all - what he did to her - the rape - in HD .He starts to whimper .He ca n't . He ca n't even look at her . His life is over . He weeps into the gag .He wo n't . She strides to her backpack . Takes out a large dildo . Gets on her knees , and works it into his ass . She can only get it about halfway up . She has to stand up and kick it the rest of the way with her boot . He howls into the gag .She does indeed . He vigorously nods his head , now , and after everything she says -She fishes his apartment keys from his trousers . Shows him that she has them .His eyes dart to the TV as he nods that he understands .She kicks him . Then straddles his fat gut and looks him in the eye .And he knows she means it .She gets up off him , rummages through her backpack again .She puts on a plastic surgical mask . He fears the next thing he 'll see is a pair of scissors in her hand , but it is n't . It 's something else he does n't recognize . She straddles him again . He squirms under her weight .He sees that the thing in her hand is some kind of surgical device , a shiny stripped - down gun with a sharp point and a plastic ink bottle where the bullets would go .He struggles to twist his body away , but it 's useless . She digs the tattooing gun 's needle into his chest and begins dragging it back and forth . He screams as dots of blood spatter her plastic mask .

The job has taken her all night . The sky outside the living room window is beginning to lighten . She drinks a glass of water in the kitchen , wipes her prints from it . She crosses to the bedroom where Bjurman 's toys have been wiped cleaned and put back in the dresser . Picks up her backpack . Looks at him . He 's unconscious . She sets handcuff key next to a dark stain on his stomach . We stay on the key as she leaves the room . Hearing the front door open and close , we rise up to see his entire naked body on the bed . Tattooed into his skin in big letters , from his nipples to his groin , is :

Returning from a walk and a smoke , Blomkvist sees - sitting outside the cottage , petting his cat - Harriet . Of course it ca n't be her , but it is a teenage girl who resembles the old pictures of her . Seeing him , she waves . It 's his daughter .He arrives and gives her a hug .Blomkvist tries to hide his dismay .

He 's made them some coffee , and , of course , sandwiches . Patiently waits for her to finish her silent prayer , and smiles bravely .As they eat in silence , Blomkvist ca n't help but think about Harriet and what Vanger said about not giving her his attention when she needed it .

The afternoon train is boarding . It 's not crowded .He nods but does n't believe it any more than she believes he 's okay with Bible Camp . She climbs aboard . Waves .The train begins to move .The train clears the platform . He watches after it . What was she talking about ? He glances absently to the taxi stand . Hussein points to his taxi . Ride ?

Blomkvist comes in , goes straight to his desk , sifts through the paperwork on it , then sees the Xerox of the last page of Harriet 's address book - the unknown phone numbers - he taped to the lamp - Magda 32016 Sara 32109 R.J. 30114 R.L. 32027 Mari 32018 It could be a coincidence they 're Bible names - Magdalene , Sarah , Mary - or maybe not . He digs through Harriet 's personal things for her Bible . Since all the number sequences begin with ' 3 , ' he goes to the third chapter - Leviticus - notices that its first facing page is faintly dog - eared - finds R.J 's verse - 1:14 - on it :

Pinching a cigarette in a shaking hand , Blomkvist pokes numbers on his cell phone . Instead of ringing he hears a beep . `` Retry ? '' appears on the cell screen .

Back across the bridge by the gas station , he makes the call on the pay phone .As Blomkvist glances to the last page in Harriet 's address book , to R.J. 30114 -Like the Leviticus dove . A siren . Ambulance coming past , headed for the bridge .He watches the ambulance speed across the bridge .Blomkvist hangs up and takes off at a trot toward the bridge -

He reaches the manor just as the ambulance is leaving and Martin is climbing into his Range Rover . He looks undone .Martin pulls out to follow the ambulance to the hospital . Blomkvist watches after them .

The cat naps while Blomkvist looks up the other Leviticus quotes from Harriet 's list in her dog - eared Bible -There 's a knock . He tucks the list in the Bible , sets aside and answers the door . Frode comes in .He points to the table .Blomkvist pours him one , and another for himself .Silence . Blomkvist drinks . Eventually -Frode looks at Blomkvist a little more intently .Now it 's Blomkvist who studies Frode . He 's not sure he wants to tell him . And even less so the longer he looks .Frode studies him again - wondering perhaps if Blomkvist suspects him .Blomkvist 's brain tries to quickly inventory his life , pausing at its darker recesses . Frode nods .Blomkvist is n't sure how to play this . Then he is . Sets his napkin down , gets up and begins taking things down from the wall . Frode watches . Then sighs .

It is n't often a subject of an investigation shows up in his office , but is always awkward when one does .He jots `` Annika Giannini '' on one of Armansky 's Post - Its .Silence . Armansky tries not to look sick . Then -Blomkvist just sits there , the picture of calm .

Cacophony of loud techno and a fringe clientele . Alone at a table drinking , Salander seems comfortable with the noise and her dateless status , but does n't avoid a glance from an Asian girl at the bar , and does n't tell her to go away when she comes over and motions to the empty chair .

Salander and the girl from the club , asleep in bed , entwined like snakes . Salander wakes , disentangles herself , and is padding to the bathroom when there 's a knock on her door . She stares it . No one ever knocks on her door . But someone knocks on it again . She crosses to it , wrapping herself in a blanket .Her mind races , as Blomkvist 's did to the news someone had invaded his privacy . She unlocks the door . Cracks it enough to see him . He smiles , but it 's disconcerting . She 's not sure it 's a harmless one .He pushes the door enough to pass . Has a paper bag and satchel with him . Takes in the place , including the girl in the bedroom , in a glance as he heads for the kitchen .He opens cabinets looking for the coffee . She stares .

Blomkvist , plunging a French press , watches as the girlfriend lets herself out . In the bedroom , Salander finishes getting dressed , sticks her Taser in the back pocket of her jeans and comes out to find a table setting that 's more formal than she , or anyone who lives alone , is used to .He pours her , and then himself , coffee .He smiles . His eyes are not unkind . As he helps himself to one of the bagels -A copy of it sits next to his plate .Blomkvist lets it go .

He 's arranged some of his research on the floor , and watches Salander kneeling before it , her eyes passing over photographs of the Vanger clan , the accident on the bridge , Xeroxes of the Leviticus list and verses .His eyes settle on her blue - black `` handcuffs '' as hers settle on a copy of an old Hedestad Courier front page : the article about the grisly murder of Rebecka Jacobsson .She gets up , goes to her desk , begins jotting something down , ignoring him .Blomkvist , slightly taken aback , picks up the Leviticus Xerox from the floor .That 's what she 's jotting down , from memory : the names , initials and Leviticus numbers . She wakes her laptop -

He gets out with his satchel . Whistles for the cat -He picks up the bowl of food he left on the porch , unlocks the door , goes inside , and sees the cat napping on his desk . He stares at it . Then at the door he just came through . Then the windows : all shut . Nothing has been disturbed as far as he can tell , but someone has been in here .

A window on Salander 's laptop shows a map of Sweden divided into its 21 counties : Stockholm , Vasterbotten , Uppsala , etc. . She starts with Skane . Hacks * however one does that * into its police department 's crime database -LRB- or various county newspapers ' databases -RRB- . She fills in the year field with - 1947 - 1966 - and continues to types quickly . When we see what that is , she 's in the middle of typing this filters list - Homicide . Female . Rape . Decapitation . Dismemberment . Fire . Altar . Priest . Prostitute . Unsolved . Mari . Magda . Sara . R.L. . The search produces a screen showing matches to some of the filter words - the rest of the case synopses greyed out . But also , with all of them , there 's this message : Full Police Report Not Digitized .

Blomkvist watches a Hedestad locksmith install a dead - bolt on his front door .

Salander comes out of her apartment building onto an empty street . Everyone is asleep . No lights on . It must be about 3am . She ties a duffel bag down , climbs onto the motorcycle , kick - starts it , races off into the night .

Salander 's Honda races past a pastoral agricultural landscape .

An old police detective considers Salander 's driver 's license , her Milton Security ID , and a letter signed by the giant security firm 's CEO , Dragan Armansky .He waits for her to say something , but she does n't seem to understand conversational dynamics , so it 's up to him .She nods . He 's not sure which he finds stranger - her appearance or her sincerity . He touches his own neck to indicate the tattoo on hers .He 'd be horrified if one of his grandchildren did that , but she just shrugs like it 's no big deal .Hard for him to picture . But , upon reflection -

No one's asked me about Magda in over 40 years. No one here even remembers her.

Why would a young lady like you want to know about such a brutal killing.

I have a feeling you're pretty good at that, even though you weigh - what - ninety pounds?

Her husband was our first suspect - the husband is always the first suspect, and usually the last - but not this time. We moved on to a neighbor. Then a vagrant -

Once you get to strangers, it's only a matter of time before you get to gypsies, and you know you're never going to solve it.

Miss Salander, if you do n't mind my asking, when's the last time you ate?

That's not why I ask. I ask because it's better to look at what I'm about to show you on an empty stomach.

The old man rummages through an old file cabinet .He pulls a thick , yellowed folder out and sits with it and her at a table .And that troubles him still , that he never solved it .He pushes the folder across the table to her .

Blomkvist comes in to find - like Morell did 40 years ago - a strange tableaux of suspects - two of whom he 's only yet seen in photographs on his cottage wall - Birger , Cecilia , Frode , Martin , Gunnar , Anna , and , looking like an aging overdressed vampire , Isabella , smoking a cigarette .Frode takes Blomkvist aside .He glances over to them . Isabella 's staring back .Isabella gets up to come over -A nurse chooses this - the absolute worst time - to approach Isabella .Isabella gives the nurse a look so hard it 's almost frightening - calmly flicks an ash on the floor - waits for the nurse to leave - and looks back at Blomkvist .

No, you ca n't check. You can instruct him to pack his things and leave.

This family's had enough tragedy without you dredging it all up again.

Go back to Stockholm. When we want a false chronicle of the family written by a libelist, we know who to call.

As Frode guessed , Henrik is asleep , wired up to monitors , and does n't stir as Blomkvist looks in on him .

As young travelers with huge backpacks try to sleep around her , Salander reads to herself from a Bible by flashlight . Leviticus 4:32 -

If a man's offering is a lamb, it shall be a female without blemish. He shall lay his hand upon it's head. slaughter it. empty it's blood on the base of the altar. and he shall be forgiven.

Another old police detective has Salander 's credentials and a phone in hand -The old Uddevalla detective regards Salander waiting at the counter . Into the phone -He hangs up . To Salander -He escorts her to the file room .

Just like Isaksson , the Uddevalla detective pulls open an old cabinet drawer , finds a particular ancient folder in it and hands it to Salander . She begins flipping through the reports and crime photos inside it , but we do n't see them .She begins photographing the reports and crime scene pictures with her camera as the detective watches her , not without some kind of strange sense of admiration .

Blomkvist considers Birger 's photo on his wall : Brother of Cecilia , son of Harald the Nazi , 21 - years - old when his cousin Harriet disappeared .

Blomkvist and Martin drink Skane . Martin 's normally breezy demeanor seems to have suffered from his mother 's public displays . Embarrassed by them and her , he 's more serious now .And he seems as lost now as he must have been then .They glance off to the sound of a motorcycle . It appears , roars up , parks . Salander climbs off it and shoulders a duffel bag . Blomkvist seems surprised to see her .She comes past them without another word . Martin ca n't help noticing her wasp and handcuff tattoos . Looks after her as she disappears into the cottage . It 's hard to believe , but he has to ask :

Blomkvist comes in as Martin drives off . Salander is already unpacking her things - laptop , charger , change of clothes . What 's she doing , moving in ?Busy setting up her laptop on his desk , starting it up , sitting down at it , she 's all but ignoring him .She hands him her own dog - eared Bible and a copy of the list of names and initials he gave her -Five more ? Blomkvist stares at her but she 's turned back to her laptop , bringing up police reports and crime scene photos .Blomkvist does n't see a connection .Salander brings up more crime photos -She 's lit a cigarette and brings up the next photos -Several photos of a dead woman and dead cow -A photo of a pretty girl in riding jodhpurs , petting a horse , and several more of her dead naked body on a wet cement floor surrounded by tropical fish .Before Blomkvist can find the verse , she 's on to the next ones . More photos of murdered girls -Salander , as we know , is not paid to give her opinion . She 's a hunter/gatherer , not an analyst . But Blomkvist asked , so she gives it -

The silence they just left has followed them out here . The island , more than ever , feels haunted as Blomkvist looks off , smoking .He glances off to Harald 's dark house .The Nazi 's shadowy form crosses behind the shades .

He pokes at embers in the fireplace to try coax some flames .He takes a blanket from the back of a chair .She takes the blanket from him and sits with it on the couch . He watches her a moment .She switches off the lamp . Then , in a moment , in the dark -

Salander browses through an iPhoto album of old photographs of Blomkvist and the motorcycle he mentioned . In some of them , Erika is with him . In all of them , he 's wearing a leather jacket not unlike Salander 's .He 's just woken up in a tangle of blankets on the couch to see her at his laptop . She closes the album , leaving on the screen what she was looking at before : his iMovie of the parade and some annotated police files .She gives him a do n't - be - a - child look .Blomkvist drags himself up , pours himself some coffee , adds some milk .She does n't say . He comes over . She plays the iMovie , stops on a frame before Harriet turns her head . Points to a young couple standing among the people behind her . The woman has an Instamatic camera in her hand .She advances to the next frame : The woman has raised the camera to her eye . And the next : Harriet turning her head in foreground while in the background the flash cube atop the woman 's Instamatic flares slightly . Blomkvist is stunned , by both the fact he did n't notice it before , and what it means : Though the woman is taking a snapshot of the parade , she could have inadvertently included in it whatever - whoever - Harriet saw at that moment across the street .He takes over his laptop from her , finds the later Courier photos he did n't include in his iMovie , after Harriet has left . In one , the couple is moving off the other way . In another , they 're getting in a parked car to leave . He sharpens the Photoshop contrast . The rear license plate is partly visible , but too small for him to make out even by squinting .He focuses on a decal on the car 's back window . The letters are even small and blurrier , but she thinks she can make out -He gets up . Heads for the front door to smoke his cigarette outside -He opens the door to leave and sees on the porch - The charred corpse of the cat . Its legs - sawn off and arranged in the shape of a swastika - lie in the middle of a dark circle of blood . He seems too startled to move , but when Salander sees it , she immediately gets her camera and begins framing close - ups of the cat parts , and its head resting atop the seat of her motorcycle . Blomkvist stares off at Harald 's house .

As Frode scrolls through the photos of the dismembered cat on Salander 's camera , horrified by them , she regards at a table across the room : Birger , Isabella and Gunner .Frode glances off to her . She 's staring at Salander . And turns to Birger .Frode takes one more look at the photos before -

Blomkvist and Salander coming down a corridor on their way out .

A car and a motorcycle split apart at an interchange - the Volvo to the north , Salander 's Honda to the south .

No one says hello to her - nor she to them - as she strides through the place to the tech room . INSERT : Cases snapped open revealing sophisticated surveillance equipment - several cameras , mounts , hand monitor , cables .The clerk picks up a phone , but then sets it back down . Picks up the list again .

I ca n't give you any of this stuff without authorization from Mr. Armansky.

A Volvo speeds along a rural highway , far from Hedestad and the Vangers .

On the passenger seat - INSERT : the car rental agreement - a print of the parade photo of the couple getting into the car he was looking at with Salander on his laptop - and a hand - written note that reads - NORSJO SNICKERIFABRIK

A POV through the windshield of a highway sign alerts him the Norsjo exit is coming up .

The main street of a very small town . The Volvo pulls to a stop outside its only hardware store .

An ancient place with narrow aisles crammed with stuff .The clerk - for what Blomkvist needs - is too young .He gestures to a clerk in his 60 's helping a customer .

The older clerk looks at the parade photo of the couple .As he gathers up the photos to leave -Blomkvist looks up . Not a bad idea .

I'm no detective, but I think I would've started at the retirement home.

Salander checks a ` mirror ' of Bjurman 's computer on her laptop . Skims one of the monthly reports she instructed him to write .

A group of elderly men and women in a rec room pass Blomkvist 's photos around . One old man offers -Blomkvist writes the name down .

Next to his father at the cemetery. He was killed in an accident on a job site years ago. But she might be alive -.

She is still alive , and sitting across from Blomkvist in her living room as he takes out his photos -He shows her one of the photos .She smiles at the picture ; it brings back good memories .Blomkvist thinks about making something up . Decides not to . Indicates Harriet in the photo -Blomkvist nods ; Mildred takes a closer look at the photo .Mildred gets up with purpose , goes into another room , returns with a photo album . Leafs past wedding photos , to honeymoon photos and stops on the only one she took of the parade . She hands the album to Blomkvist . The snapshot shows the float with the harem girls in foreground , and - in the background , across the street - several out of focus figures -

He gets in the elevator without really looking at the figure already in it .A finger presses it . The doors close and the elevator starts down .Bjurman , terrified , backs into a corner . She presses a button and the elevator jerks to a stop between floors .He nods .He nods . She gets the elevator going again and steps closer to him . He tries bowing his head like a dog being scolded . She lifts his chin like he did to her before he raped her .She touches his forehead . He backs away . The doors open and she steps out , leaving him in there , looking too frightened to move . The doors close .

Having returned and scanned Mildred 's snapshot into Photoshop , Blomkvist better defines on his laptop its background and the people in frame across the street from where Harriet was standing : INSERT : Couples , kids , a clown . INSERT : The watch repair shop clock that reads , 2:00 . INSERT : A figure standing slightly apart from the other people . It 's too blurry to make out his face or age , but he has light brown hair , dark slacks , and a dark blazer with some kind of patch on the pocket .

Blomkvist regards Isabella 's two photos on the wall . In one she 's a stunning young woman . In the other , the old wreck she 's become . He glances to her husband Gottfried 's photo . Where a second more current photo of him should go is a Courier article about his drowning in 1965 . That 's when Isabella changed - and this is where it happened - in this old house out on the point . He untacks the article -

The boathouse has n't fared well . Neither has the dock Blomkvist has to walk on to reach it . He glances inside - no boat , just dark water slapping against the pilings - looks back to the shore at the long - uninhabited cabin .

No electricity but enough light spills through the open door for him to see the neglected , shadowy interior : Beds with bare , or no , mattresses . Sticks of furniture . Old water - stained books strewn around . Beer bottles and other debris left by intrepid Hedestad teenagers . It 's creepy , even if you were n't alone in it , knowing what you know . He kneels to look at some of the books . Mickey Spillane , a bird guidebook , something called The Evil Empire about the USSR , a children 's book . He opens this last one and sees `` Harriet '' scrawled in a very young child 's hand .

Having climbed the cliff above the cabin , he finds himself at the highest point on the island . Stops to rest at the ruins of a fort . A piece of the stone wall next to his head suddenly erupts . As fragments tear into his scalp , he hears the delayed crack and echo of the rifle shot - He throws himself to the ground . Crawls desperately around and behind the ruins . Sees his shirt is bloody but ca n't feel a wound under it . Touches his face and finds the blood is coming from his forehead . He can see no one , and is almost relieved since if he could it would mean they were walking toward him , which would mean he would soon be shot dead , point blank . He has to get out of here before that happens . Behind him - the rocky cliff he just climbed . Ahead of him - a clearing leading to woods . Really only one choice - He runs for the trees . Dives through a curtain of thicket and stinging nettles that tear at his arms and hands . Crawls the rest of the way to the woods on his elbows and toes like an infantryman . Safe for the moment , he figures , hidden in the woods , he looks at the sun low in the sky , and decides to wait .

Salander , returned from Stockholm , moves around the cottage - inside and out - installing the equipment she brought from Milton Security : Motion detectors - security cameras - software that bisects a PC screen into quadrants showing night - vision views of each corner of the cottage .

A figure appears on a quadrant of Salander 's surveillance PC . Comes past the motorcycle and nearly reaches the porch before she hears -She opens the door to see him covered in blood , pressing a torn piece of his shirt to his bleeding head - and almost gasps .

She turns the bathtub 's hot water tap -She pulls a length of dental floss from its case -Splits it in two thinner lengths with her chewed finger nails - Feeds one of the lengths of floss through the eye of a needle -She perches on the edge of the tub where he sits - still in his pants - half - submerged in tepid water - bottle of vodka in his hand .She splashes some of the vodka on the needle . Most of it goes in the water . Hands the bottle back to him .He takes a swig from the vodka bottle . She reaches to his face with the needle and floss -It takes all he 's got not to move , and even that is n't enough as she first sticks the needle through the flesh . He pulls away with a groan . She just looks at him . Waits for him to take another swig of vodka to steel himself . She pierces him a second time , draws the floss through the skin . And after that it does n't seem to be so bad . As she works , his eyes glance to hers with a mixture of dread and gratitude , but hers are focused on the work . Hers then briefly glance to his , but now his are down .

He comes out of the bathroom in his soaking wet pants and collapses on the bed . She works to pull his pants off .He touches the wound and looks at his fingers -

She regards the surveillance monitor , the night - vision views of the cottage . She ca n't believe it but she feels vigilant more for his sake than her own . She goes to a window and looks out . Sees her own reflection in the glass and studies it . Then kicks her boots off .

She comes into the bedroom in her t - shirt and underwear . He 's still muttering without looking at her .She pulls her t - shirt over his stitched - up head , cocooning it against her breasts . Silence . Then -He extracts his head from the cocoon and looks at her .He nods . That 's true . Then -She climbs on top of him .

Afterwards . She opens his dwindling pack of cigarettes . Lights one . Glances over to him lying next to her . He 's not looking at the smoke but rather the startling tattoos on her bare legs and arms . Eventually -He shakes his head no . Reaches for the cigarette . Takes a drag . Hands it back .

He wakes . Comes out to find a proper place setting on the table . Sits with Salander . Listens to that awkward , but not altogether unpleasant silence you always hear in this situation the next morning . She breaks it -

Frode and Martin stare at Blomkvist 's unprofessionally sutured head wound ; Salander near him like an emaciated bodyguard .Frode regards Blomkvist .Blomkvist does n't say . Only -Frode exchanges a look with Martin .Frode and Martin step away to confer in private .This goes against every privileged , confidential bone in the lawyer 's body . He can only stare at Blomkvist and Salander across the room , wondering why he hired either one of them .

Blomkvist and Salander walk down the road from Martin 's house .

Vanger Industries ' corporate archives are kept in the oldest building in the town 's warehouse district . The rumble of Salander 's motorcycle announces her arrival .

Like someone visiting a relative they never liked , Blomkvist reviews yet again the photos from ` that day ' - scrolling through the bridge accident shots - He stops . One of the figures has something in his hand he had n't noticed before . It and the figure are somewhat blurred in movement - but it looks like a gun . He sharpens the contrast to reveal that the gun is in fact a Hasselblad - type camera . Looks at the man 's face - then at his wall of Vanger family photos - unhappy to see it matches Harald .

Carbon - copied or original documents from the 50 's and 60 's surround Salander like the water around the island : Financial analyses , annual reports , internal memoranda , trade union agreements , brittle news clippings , corporate staff photographs , one of which she 's regarding now : A much younger Frode , posing against a wall of law books .

Cecilia looks at the blurred bridge photo of Harald with the camera in his hand . Then at Blomkvist , coolly .He gives her his most disarming smile . It usually works with women , but does n't seem to have much affect on her .

Salander gets up and crosses to an anteroom where an unhappy older woman - the archive manager - seems to be doing nothing but waiting for the strange girl to leave .The woman stares at her for a long moment , then picks up the phone .

She wants to look at everything. I do n't like her and I do n't trust her. There's something wrong with her.

This girl wants a set of keys now. To my room as well. It's outrageous.

Stairs lead them to a higher floor . The woman climbs a step - stool . Pulls a couple of large binders from a high shelf . Salander does n't help her off the stool and the woman looks at her even more unhappily than before .

The blinds , as usual , closed . Couple of lamps throw shadows on the walls which display hunting and military trophies - wild game heads , sabers and vintage firearms - some of Harald 's dearer photographs - some photographs in dusty frames . Blomkvist , alone in the room , looks at them : Swedish Nazi leader in the 1930 's .The 92 - year - old comes into the room from the kitchen , followed by a housekeeper with a tea tray . Indicates the younger man in the photo , also in a Nazi uniform , that Blomkvist is looking at .Blomkvist nods . Has no idea what to say . But Harald waits for more of a response . Finally -Blomkvist 's eyes shift to a bolt - action Mauser infantry rifle displayed on a shelf .

I'm not a recluse. I do n't close my door to anyone. They just do n't visit.

Hide the past like they do. Under a thin, shiny veneer. Like an Ikea table.

Spread out on the desk : A map of Sweden showing the factory sites and other Vanger holdings - and one she made earlier where the nine women were murdered . Dots appear at the same locations on both . On a handwritten list of the victims , she puts a check next to Rebecka Jacobsson , 1949 , Hedestad - moves on to Mari Holmberg , 1954 , Kalmar - begins sifting through the mountain of Vanger Industries clippings from that year -

A bony Nazi pouring tea in a shadowy room with you is bad , but the rabbit - print tea cozy only makes it worse . Blomkvist tries to ignore him settling back in his worn leather chair with his chipped cup , and sifts through an old shoebox of unsorted photographs : A holiday at Lake Como , early 1950 's judging from the cars ; a Vanger family gathering long ago ; some men posing by a slain wild boar dangling from a rope . Harald holds out a pack of cigarettes . Blomkvist comes over , pulls one out .Harald does n't say it , but his nod means , ` not Jewish then . Good ' Blomkvist returns to the photos , glancing up occasionally to the smoke curling up past Harald 's face as he examines the journalist at work .Blomkvist opens another shoebox . Lying on top is a photograph of the bridge accident , and , under it , a few more . He takes them out and angles them toward a lamp .Blomkvist tries to nod appreciatively , but the bridge photos do n't tell him anything he does n't already know . He finds several more that appear to be a hunting expedition - men and blood hounds - but then sees Morell in one , more policemen , and a stricken Henrik in boots and raincoat , and realizes this is the search party . Off to the side , a young man , head turned half away , wearing a dark blazer with a gold patch , which that 2.8 Zeiss lens makes clear is a prep school insignia . A lion .He takes the photo over to the Nazi who only has to glance at it a moment to recognize his late nephew 's son :Harald nods , hands it back , smokes . It 's not unusual Martin would have joined the search party - it would be unusual if he had n't - it 's his sister that 's missing - but this blazer he 's wearing troubles Blomkvist -

The archive manager shoulders her purse , locks her anteroom , and approaches Salander .

As Henrik naps and Martin clears his dinner tray , Frode listens to the caller on the room phone -

Having found nothing of interest in the 1954 files , Salander moves on to the 1957 killing of Rakel Lunde . The older woman comes back . Drops a set of keys on the desk .The woman leaves . Her footsteps echo and fade . Salander reads a yellowed clipping from a Landskrona newspaper : It 's about Vanger Industries hiring a local contractor , Carlen Construction , to build a plant . Gottfried Vanger - here to sign the contract . But all that really interests Salander is the date . The article was published one day after the paper printed the story of the discovery of Rakel 's battered naked body . Salander flips through the handwritten notes she made during her talk with the retired detective in Landskrona - and finds that part - time palm reader Rakel 's main job was as a cleaning woman for Carlen Construction . The detective interviewed her co - workers , but no one from Vanger Industries , including that firm 's representative in town for a few days , Gottfried Vanger . Gottfried Vanger . which one was he again ? Salander brings up on her laptop photographs she took of the wall of the cottage : the Vanger family tree . Gottfried Vanger , Son of Margareta & Richard the Nazi Husband of crazy Isabella , Father of Martin and Harriet Of all the Vangers - at least back in 1950 when Harriet was born - Gottfried was the most handsome . Clark Gable good looks . She puts a check next to Rakel 's name and returns to Mari Holmberg and the 1954 Vanger files .

Blomkvist flips through one of Morell 's reports stating everyone 's whereabouts on the day Harriet 's disappeared . INSERT : Across from Martin Vanger 's name it reads : `` Arrived on 4:30 train . '' He brings up the Photoshop - enhanced Brannlund parade photo on his laptop - INSERT : The figure with the blazer and pocket patch standing near the watch repair clock , which reads : 2:00 . And the photo Harald let him take with him of ` Gottfried 's useless boy ' - INSERT : Young Martin with the search party , the emblem clearly visible on his blazer pccket . He shuffles through copies of articles in Salander 's victims ' files . Looks at the last one , Lena Andersson , 1967 . The photo is a school wallet photo - INSERT : She 's wearing a sweater with the same Uppsala Prep School lion emblem as Martin . He looks at Mildred 's parade photo of the figure standing near the watch repair clock . It reads , 2:00 . And the photo Harald let him take with him of ` Gottfried 's useless boy ' with the search party . In it and the parade photo , he 's wearing the same blazer . He shuffles through copies of articles in Salander 's victims ' files . Looks at the last one , Lena Andersson , 1967 . The photo is a school wallet photo - in a sweater with the same Uppsala Prep School lion emblem as Martin .

Knowing what she 's looking for now , Salander finds it fairly quickly : A clipping about a timber company Vanger Industries bought in Kalmar and an interview in its local paper with Gottfried , two days after Mari 's murder . She jumps to 1960 - Magda Lovisa Sjoberg - Karlstad - and an article in its local paper - this time with a photo of Gottfried - about a union dispute at its factory there .

Blomkvist comes out with his cell phone , tries to make a bar or two materialize on it . Dials but only gets a beep that asks him if he wants to ` retry . ' He does n't . Instead , under the darkening sky , he looks off to the point . Martin 's house is small in the distance , but he can see there 's no car in the driveway and no lights on . He stares at it for a long time .

Salander pulls a 1962 Uddevalla paper from the files . Same day this time , the same page of the newspaper : Lea Persson 's horrific murder and an story quoting Gottfried about an expansion project to the town 's harbor . She regards Gottfried 's newsprint photo : His face looks more than 8 years older than the one in Kalmar but that 's what drinking to excess , and murder perhaps , does to you .

Blomkvist lays the Lena Andersson article - and the photograph of the figure at the parade - atop the rest of the junk on the desk - and quickly scrolls through photos on his laptop , leaving on the screen for Salander to see when she returns : Martin 's recent Vanger Industries PR portrait .

Salander has hit a snag . Gets up . We stay to have a look at the problem she leaves : the victims list - now with `` Gottfried '' jotted down next to all but one name : 1967 - Lena Andersson - Uppsala Next to it , the newspaper article about the murdered girl , with a school photo . And , next to that , the reason there 's no `` Gottfried '' notation : his obituary in a Hedestad Courier clipping : 1965 . We listen to the fading echo of Salander 's footsteps -

As annoying as the older woman was , it was less creepy with her around . Salander is alone in the old building now , wandering through it looking for vending machines . She finds some . Drops coins in one . A cup fills with coffee . She gets a candy bar from another . The coffee machine finishes . The place again plunges into silence . She starts back with her snack down a hallway -

Trying to look like he 's just out for a stroll , Blomkvist walks past Martin 's dark house , then turns around , walks up the front path to the porch and makes a show of knocking on the door , just in case anyone on the island can see him , which is doubtful in this darkness . He tries the door . Locked . Comes down off the porch as if leaving , but then veers off the path and walks around to the side of the house . He peers through a floor - to - ceiling window , but ca n't see much inside . Comes around to the back and looks in another window . Tries the back door . Unlocked .

He ca n't see a lot in the dark , but does n't dare switch on any lights . He crosses through the kitchen , but we stay behind to regard a closed basement door . We pick him up again as he comes into the living room , follow him to a wall of glass . It 's pitch black outside . We follow him down a hallway - but stop at a bedroom doorway as if this is as far as we care to go . We stay at the threshold and watch him go in and look around . As he begins rummaging around the recesses of a closet -

Blomkvist comes back to the wall of glass . Still no lights out there . Heads off to the hall again .

The car parks fifty yards from Blomkvist 's cottage . The headlights blink off . Someone climbs out .

Blomkvist comes into a study . Lots of books and framed photographs . He begins looking around .

Blomkvist approaches a gun case in the study . Hunting rifles . Three of them - and an empty space for a fourth one . The trees outside the study window flare with light . A moment later , Blomkvist hears a sound of tires on gravel . Martin is back , and Blomkvist is in his house . We rush back down the hall with Blomkvist . Hopefully Martin will enter through the front door because we 're going to try to get out the back one - Blomkvist trips over something in the dark and we go down with him . Then up again - through the kitchen - past the basement door - grabs a knife from a drawer - shoves it in a back pocket - hurries out the rear door -

Blomkvist tries to steady his breathing as he slinks around the side of the house . As he passes a window , it lights up - and we again hit the ground with him . He hurries across the yard , trips over something in the dark - a sprinkler ? - and goes down again into wet muck . He gets up and starts down the road as if returning from a leisurely evening walk - which would be more convincing without the limp - not daring to look back as he goes .Blomkvist stops . His heart pounds . Martin comes down his porch and walks toward his car .Martin pulls a golf bag from his trunk and shoulders it .Naturally , this is the last thing Blomkvist wants to do , but it would be more suspicious if he refuses . He heads back to Martin 's house , trying not to limp .

Finished with her candy bar and coffee , Salander opens the 1967 files , looks through the clippings for anything of note in Uppsala , where Lena was killed . She finds no news of factories opening there that year , but she does come across a PR newsletter about a winter retreat for fifty employees and their families . There 's a photo of Henrik presenting someone with a Best Worker of the Year plaque . And another taken at a dinner for twenty guests and Vanger family members : The camera has captured Henrik presiding at the head of the table , putting on a brave face , raising a champagne flute - as everyone else does the same - except for the young man at the far right foreground . He looks sullen . But what teenager would n't at an event as boring as this . Salander would look even more sullen . She checks the caption and reads : . far right , Martin Vanger -LRB- 19 -RRB- , currently studying in Uppsala . Uppsala . Same place as Lena - though it 's what young Martin is wearing that strikes her : an Uppsala private school blazer with a lion on its pocket - the same as on Lena Andersson 's sweater in the photo of her in the article about her murder .

It 's not as eerie with the lights on - except for the fact there 's a killer in it . Martin sets the golf clubs down and begins emptying a grocery bag in the kitchen .Blomkvist 's clothes . The fresh mud stains .Martin smiles , but Blomkvist is n't sure what he said warrants one . Martin begins rummaging through a drawer for a flashlight . The knife block - with one missing - is right there .Blomkvist notices a drop of blood from his pantleg on the stone floor and covers it up with his shoe . Martin , not seeming to notice , finds a mini - Maglite in the drawer .Martin hands Blomkvist the mini - Maglite .

Salander scrolls through laptop photos to the one at the parade taken by the Brannlund woman on her honeymoon ; the people across the street and the blurry figure wearing the blazer with the `` pocket square '' .

Martin pours Scotch . Hands one to Blomkvist .Blomkvist 's eyes only dart to a rifle bag leaning against the wall next to a box of shells , but Martin follows them .They drink . Listen to a silence .Martin regards Blomkvist in another silence . Then -Martin pulls open a bar drawer and takes from it a handgun .He gives a little gesture with it to the handle of the knife protruding from a back pocket of Blomkvist 's jeans . There are fresh drops of blood on the floor next to his shoes .Blomkvist does n't know what to say . Martin 's demeanor , even in this situation , remains cordial .Blomkvist 's hope of getting out of here unscathed is pretty much gone now . He pulls the knife from his back pocket and sets it on a side table .

Salander strides past the napping night watchman without leaving the keys or bothering to tell him she 's done .

Crossing the empty parking lot , she tries Blomkvist on her cell . Gets his voice mail . Kick - starts her bike .

Martin `` leads '' Blomkvist from behind back to the kitchen , switching off lights as they go .They come through a pantry , at the end of which is a door .Blomkvist does . Sees steps leading into darkness . As they descend Martin flicks a switch and bare fluorescent tubes flicker on to reveal : A furnace . Washer . Dryer . Old discarded furniture . And another door . A steel one . As they approach it , Martin presses a little remote and the lock on the steel door clicks .

As Blomkvist steps across the threshold -Blomkvist flips it and a row of overhead fluorescent tubes flickers on - one after the other - revealing a subterranean torture chamber : Metal eyelets bolted to the concrete walls and ceiling and floor - table with leather straps - bed with leather straps - steel - mesh cage - work bench with handsaws and other tools - Blomkvist takes it in with one glance and immediately turns to try to smash the glass in his hand into Martin 's face - which is covered now with a plastic oxygen mask he holds to it . Gas plumes down on Blomkvist from above ; the glass comes out of his hand , shattering on the cement floor -

The Honda 's single headlight shudders as Salander comes across the bridge onto the island .

Blomkvist comes to on the floor , handcuffed to a chain that runs through a metal eyelet . He sees Martin behind a video camera on a tripod , focusing it - a shelf full of Betamax tapes - and a TV monitor on which his own image then appears . Note : the steel door if we were close enough to it to notice - which we are n't - is not locked . It 's not even completely shut . Satisfied with the framing of the shot of his guest , Martin takes a seat on a comfortable armchair upholstered in clear plastic . It squeaks . He regards Blomkvist calmly . Sips his drink . Then almost sighs .Martin smiles , appreciating , perhaps , Blomkvist 's `` easy '' manner in this dire circumstance .Blomkvist does n't say . Martin looks like he has all the time in the world to wait , and does . Then -Nothing from Blomkvist . Martin shrugs ` okay , ' gets up , goes to his workbench and takes a plastic shower curtain from it . As he 's laying it on the floor around his victim , Blomkvist changes his mind -Martin does n't see the significance , but is pleased Blomkvist has decided to `` participate . '' He rewards him by suspending his shower curtain work to return to the chair . It squeaks again .Blomkvist is n't sure how to play that question .He holds up the keys he took from Blomkvist 's pocket when he was out cold .

As Salander gets the door open with her key and comes in -He 's clearly not here . She goes to the closet . Takes out the surveillance PC . Puts it on the desk - next to Blomkvist 's laptop which is now displaying - not the photo of Martin he left for her - but the Apple default `` light spider '' screen saver . As Salander begins rewinding the captured surveillance images backwards at high speed to get to earlier in the day -

Martin reframes the video camera to include part of himself in the shot , sits again and crosses his leg like this is a talk show .There are so many things , but also no point , so Blomkvist says nothing .Nothing from Blomkvist . Which is okay with Martin ; he can do this alone -Nothing from Blomkvist , but he is wondering now what happened to Gottfried if the drowning was n't accidental .Nothing from Blomkvist , but Martin nods . -LRB- `` How do you do this and still function in normal society ? '' -RRB-Blomkvist does n't say . Martin is a little thrown by Blomkvist 's next unspoken comment - -LRB- `` Yes , but my secrets are n't rape and murder '' -RRB-Martin gets up and sets about the business of immobilizing Blomkvist further with a block - and - tackle contraption of chains and straps .It amazes him . It always amazes him . He keeps working .Silence .Blomkvist , of course , does n't answer , or comment , yet Martin considers what the journalist has n't said . -LRB- `` Martin , civilized people do n't do what you do . '' -RRB-Martin regards Blomkvist in a silence . Then -He yanks a chain that feeds through the pulleys that lift Blomkvist up onto his feet -

Salander watches the surveillance images , forward - Blomkvist leaving the cottage and property on foot . Blomkvist returning to the cottage , going back inside . Blomkvist coming out and attempting a call on his cell . Blomkvist going back inside the cottage . Blomkvist coming out again and leaving the property . Blomkvist not coming back . Nothing but the sky darkening to night . Then - Headlights coming through frame . A figure appearing on foot at the front gate . The figure just standing there , looking at the cottage . The figure approaching it , and , as it 's trying the locked front door , the motion detection light snapping on and illuminating Martin . Martin moving to the side , looking in a kitchen window , coming around front again , walking to the gate , turning around , looking back , then walking out of frame .

Blomkvist hangs from the block - and - tackle rig , leather strap around his neck now , fed through a ceiling eyelet . With a big sewing scissors , Martin cuts through and removes Blomkvist 's pants and underwear -He returns to his work bench to lay out various tools next to his gun and a desk phone .Martin comes back quickly and yanks a strap that cinches the noose tighter around Blomkvist 's neck as it lifts him onto his tiptoes .Martin just stares at him confused . Then -He lets go of the strap and Blomkvist 's feet come back down to the floor . As Martin returns to his workbench , Blomkvist is not only scared to death , but confused now . Did Martin not kill her ? Then Martin is back in front of him with a roll of cellophane , pulls on the strap again until Blomkvist is balancing on his tiptoes , and ties it off .It is . Blomkvist can utter no sound but a gag .He wraps Blomkvist 's head in cellophane , completely cutting off his ability to breathe , and calmly watches him struggle .Blomkvist desperately nods as he 's about to suffocate . Martin watches another several moments . then pokes a finger through the cellophane into Blomkvist 's gasping mouth .He frames a wide shot of his naked prey . Turns on some music . Takes a moment to collect himself from all this strenuous work . Brushes back his hair like he wants to look presentable in the shot . Then smiles pleasantly -The circulation to Blomkvist 's head is being cut off by the strap . His fingers behind his naked back claw at the concrete wall to try to relieve some of the weight on the noose , but ca n't get a grip . Martin watches the struggle calmly , and just as calmly offers :He puts on a plastic rain poncho . A painter 's mask . Plastic goggles . Surgeons gloves . Picks up a hunting knife . Steps up to Blomkvist . Looks at his eyes . Brings his own head close to his victim 's -He pulls the strap , lifting Blomkvist 's toes off the floor , closing off his air again . and is about to gut him like a wild boar . when he hears a sound like some kind of animal behind him . He turns and sees her - coming at him from out of the shadows by the steel door - He darts for the gun he left on the workbench - Salander just as quickly swings a 5 - iron - his 5 - iron - like a baseball bat . Its metal - wedged end arcs through the gloom and slams into the side of his head , sending him tumbling to the floor . He struggles up to his knees , and she swings the club again , splitting flesh and crushing bone as he crumples the floor . She takes the gun from the bench and shoves it in her other back pocket . Grabs the hunting knife and shackles key and hurries over to Blomkvist who only witnessed part of the spectacle before losing consciousness - She saws through the leather strap around his neck . Unlocks the chain . As he sinks to his knees on the floor , blood rushes to his head , bringing him back to life just enough to see what she ca n't behind her - Martin , blood streaming from the gash in his head , getting to his feet . But he 's not coming at them ; he 's trying to get out - Blomkvist tries to say her name to get her to look . Lifts a hand to try to point . She turns and glimpses the monster as he disappears out the steel door . Looks back at Blomkvist , still handcuffed on the floor , and , like a child asking a parent for permission -Nothing in his life would allow him to agree to such a thing - until now . Now it 's as if her years of violence and degradation have been passed to him . He nods . She puts the hunting knife in his hand . Pulls the gun from her back pocket , checks the clip , flicks off the safety , and turns to leave -She comes up the basement stairs , leading with her gun . Distant thunder rumbles . She crosses through the kitchen to the living room , and down the hall to the study . She eases around the doorway - the room is empty - looks to the gun case - sees there are only two rifles there now . She hears an engine start outside . Hurries back through the house . Sees out the picture window the taillights of Martin 's car receding fast down the road as clouds burst . She bangs out the front door . Runs halfway down the hill in the rain to where she left her motorcycle , jumps on and kick - starts it .

She roars onto the bridge , chasing the taillights . Guns the bike to full throttle . Comes alongside him . He swerves to try to crush her against the railing - but she hits the brakes , avoiding the impact - She accelerates again and comes up on the other side of the car . He swerves again at her , but this time the bike pulls ahead of him . Now he 's chasing her - He gains on her as they near the end of the bridge . As they race off it , he goes in for the kill , but she veers hard to one side , leaving him headed straight for the gas station Blomkvist makes his pay phone calls from - and the tanker truck parked there - Martin hits the brakes - hydroplanes into the truck - and its , or his own tank , or both , explode - Salander circles back . Regards the fire engulfing the car . The rain does nothing to dampen it . She could probably brave it to pull Martin out - but does n't . As the flames burn his clothes , he manages to get his hands on the rifle he took from the den , turns its barrel to his bloody head - but before he can pull the trigger , she hurries over , yanks it from his grasp and stands back again . It 's much more cathartic to watch him burn .

She finds Blomkvist in the living room . Sitting in a chair , his coat wrapped around him . The hunting knife in his hand . Distant sirens echo . He can still just barely manage to speak -

Reminiscent of the last photographs taken on the Hedeby Island bridge forty years ago , police and firemen finish up at the crash site . A winch drags Martin 's charred black wreck of a car onto a tow truck .

Blomkvist is asleep in the bedroom with what looks like a neck tattoo - the black and blue mark left by Martin 's noose that nearly strangled him to death . He does n't hear the knock at the front door , nor -Frode comes into the cottage looking shaken . Salander is the picture of calm , drinking a cup of black coffee .Frode absently shakes his head no .Frode is n't sure he heard right . Regards Salander sipping her coffee .She does n't say any more . Frode gets up and starts toward the bedroom -It 's not a request ; it 's a command .

Frode is ashen as he leafs through a binder Salander brought from Martin 's chamber of horrors late last night : A scrapbook of murder . A death book . Photos of women cowering in his cage , tied to the bed , dead on the table - along with souvenirs of painted fingernails and locks of hair - all carefully taped into the ` album . ' The older photographs are Polaroids ; the newer ones digital prints . With little to no discernible emotion , Salander watches Frode wince as he turns the pages . Frode ca n't take it anymore . Closes the book before reaching the end . Just sits there .Salander points to a stack of video tapes .

Blomkvist half - wakes to find Salander lying next to him , fully - clothed , watching him . Is she actually there , or part of a dream ? He looks at her a long moment , then tries out his voice -He smiles , thinking it 's joke . It is n't , he realizes .She does n't say . Just studies him .Silence . Then -

She pours milk in her coffee from the carton she just bought . Pushes over two faded Polaroid photos . He picks them up : One shows a young girl about 14 , naked from the waist up , head turned half - away from the camera . The second shows her on her stomach on a bed , completely naked , face turned to the photographer , frightened .Blomkvist ca n't look at the photos long . Sets them down . Something 's troubling him -He goes up to his wall of suspects .He takes the photo of Anita down from the wall .

Henrik sits in one of the chairs . Blomkvist in another . Salander prefers to stand . Eventually -Clearly , he has n't been shown the death book , or been told the tale of Blomkvist 's night in Martin 's dungeon .Such a possibility stuns the old man . He regards Blomkvist a moment . Then Salander .A tiny , tiny , tiny smile finds its way to her face at the mention of the word ` partner . 'Vanger studies him . Then -

Blomkvist and Salander read magazines in a pair of coach seats . Across the aisle - occupying two seats - is one 300 - lb . sleeping figure : Plague .

They drink pints in an unpopular , almost - empty pub . A Cure song plays .A strange - looking young man comes in , regards the strange - looking trio at the table , comes over . To the fat man -Blomkvist starts to offer his hand before realizing no one else has or will .Trinity sits . None of these people have much experience with human interaction . They all look at Blomkvist , but he is n't sure why .Blomkvist takes an envelope from his jacket , hands it to Trinity . He begins counting it -

Alone in the back of a parked van amidst electronic components he does n't understand , Blomkvist anxiously stares out a tinted window at a dark row house . Headlights flare down the street . An approaching car . He hopes it passes , but it instead pulls up to the garage - waits for the door to go up - pulls in .He watches Anita Vanger get out of the car - the garage door come down - light go on inside the house - then dark figures hurrying along the side of the house : Trinity , Salander , and finally Plague . They climb into the van with their tools , firewires , a laptop . None speaks as they tether cables to computers in the van . Blomkvist just watches . Finally , to him -

Blomkvist knocks on the door . Anita pulls it open .She does n't invite him in , but does n't shut the door in his face either .She has two , but does n't ask which -And now , she closes the door .

Blomkvist returns to the van . Climbs in .He sits and watches them monitor the phone and computer taps they installed earlier . One of the laptops , without anyone touching it , blinks on to a Google screen .A screen name and password characters on a Gmail page type themselves . They expect her to go to `` Compose , '' but she opens one of the messages - spam - deletes it - marks a couple more and banishes them as well . The only new thing left in the inbox is an eBay alert . Clicking it takes her to an auction for a triple - strand faux - pearl Jackie O necklace : 49 pounds . The cursor clicks the Buy - It - Now button . As the screen switches to Anita 's Paypal account , Blomkvist and Salander exchange a confused glance .

Salander 's laptop is monitoring Anita 's computer , her hard - line phone and cell . Blomkvist emerges from the bathroom , rests a hand on Salander 's shoulder to peer over it at the screen : In one of the windows , cards are dealing themselves .Salander points to one of the windows on the screen . His hand comes off her shoulder .He does . They watch the solitaire game together .

It 's strange perhaps , but he does some of his best thinking during sex -That 's fair . She finishes . They lie there . Then -

Blomkvist taps on Anita 's open office door .He comes in and sits .He tugs his shirt collar low enough to reveal the black and blue `` tattoo '' around his neck . Anita is taken aback by the sight . It 's hard to imagine how anyone would end up with a mark like that .

They sit together on a park bench .Blomkvist nods , reaches for something in his jacket pocket - changes his mind - changes it again and pulls it out .He hands her the less graphic of the two Polaroids Salander found in Martin 's basement - the young girl , face turned half - away from the camera .Blomkvist ca n't hide his horror even after all he 's seen .Blomkvist stares . Finally -He does n't . She studies him , and perhaps sees in him what Salander did long ago - that he can be trusted .

Harriet makes it out of the cabin in torn clothing , trying to get the belt around her neck off . Her father can heard inside ranting something from the Bible .Gottfried emerges from the cabin and stumbles down the hill in pursuit of his almost - naked daughter .As he comes onto the dock , she waits for the moment , and smashes him in the head with the flat side of an oar . It stuns and sends him toppling off the dock into the water . He surfaces , reaches for the dock planks . As he takes hold of them to claw himself from the water , she brings the sharp edge of the oar down , burying it in his head like an axe . He stares up her , uncomprehending . His fingers slide away from the dock . His body goes limp and sinks out of sight beneath the water .She sees her brother up by the cabin looking down at her .

Young Harriet and her school friends walk along the town 's main street past crowds lining it , and we realize we 're seeing what we 've only seen in still photographs .The float with the harem girls comes past , and we watch the smile on young Harriet 's face change to fear as she notices something off to the left .A clear shot of young Martin in his Uppsala blazer , standing by the corner , smiling at her .

Anita , framed in the bedroom window - like in the photograph - looks out at the activity on the bridge . Behind her , Harriet packs a few items of clothing .Harriet puts the clothes back . Picks up her purse .

The dinner that night . Vanger noticing Harriet 's empty chair . And Anita saying nothing , taking a bite of food .

The searchers scouring the island . The boats moving along the shoreline . The crane lifting the truck from the bridge . Anita climbs into her car outside her father Harald 's house . Drives down the road toward the bridge .The blanket covering Harriet on the backseat floorboard moves slightly , then is still . A policeman on the island side of the bridge waves the car across it . As it heads along the mainland service road toward the highway -

Silence . Then she gestures to Blomkvist 's neck .He gestures off to the thin , strange girl sitting on another park bench too far away to hear them . Harriet does something she has n't done since they met : smile .

Blomkvist , Salander and Frode wait in Vanger 's study . A tea service tray sits there untouched like the first time Blomkvist came here . Anna pushes a wheelchair into the room with Vanger in it . There 's a file on his lap .Anna leaves . Closes the doors . Before Blomkvist can say anything else -He holds out the file . Blomkvist takes it and sees : INSERT : Wennerstorm 's name typed on it , and a fairly recent photo of him clipped to it .

A car pulls up the drive . Parks . The back door opens . Harriet climbs out . Looks at the manor . Then walks toward the front door -

Vanger propels his wheelchair down the main hall , but stops when he sees Harriet coming in the front door with Anna . He stares , trying to reconcile how she looks now compared to when he last saw her , or maybe to convince himself she 's really alive . She sees him .He begins to weep . She walks to him and places a hand on his hunched shaking shoulders . Frode , Blomkvist and Salander watch . One of them is n't particularly moved .

As Frode leafs through the file that Blomkvist has already read -Salander watches the two men from across the room .Frode disagrees -

Blomkvist and Salander sit out by the water , sharing the last cigarette in his pack . Her arm is draped over his shoulder , which strikes him as the most tender of gestures , coming from her .She 's not sure she likes the comment . Decides she does n't . Takes her arm away from his shoulder .She does n't . So he drapes his on hers . Then -Not a good day , that . Then -He regards her , uncertain what she means .She nods . Then rests her head on his shoulder .

A new family tree on a wall here , more complicated than the Vanger 's : The Wennerstrom Group , made up of dozens of companies in cities worldwide . As Erika looks at it -She is n't happy to hear that explanation .What looks like 16 - year - old tattooed runaway lets herself in with her own key . Crosses past Erika with a paper bag , takes out two bagel sandwiches , the same kind Blomkvist brought when he barged into her apartment . As she puts some water on for coffee , Erika looks at Blomkvist . He nods . Yeah . Her .

The report continues on a TV in Blomkvist 's bedroom -The cover of the magazine features a head shot of Wennerstrom , and , rare for the magazine , a tabloid - style title : GANGLAND . Salander leafs through the article as Blomkvist brushes his teeth in the bathroom .Salander nods , but it 's not really in agreement . Or maybe it is . In any case , she 's not as enthused about all this as he is .Blomkvist grins and reaches for his wallet .His grin stays stitched to his face a moment , then unravels . He puts his wallet away .He 's no longer shocked or dismayed by her knowing more about his personal affairs than he does .

Several pages torn from pages of fashion magazines : Models - all of them blonde - their beautiful faces - designer clothes - accessories - make - up tips . Applying makeup to the wasp tattoo on her neck and the `` handcuffs '' on her wrists , Salander pays no attention to the TV showing Wennerstrom under an umbrella , interviewed outside the building that bears his name -

These allegations - like the last ones from this so - called journalist - are as ridiculous as they are untrue -

I'll be seeing Mr. Blomkvist in court again. I'm looking forward to it.

Salander purchases with cash expensive designer clothes she normally would n't be caught dead in .

Here she 's buying a high - end carry - on valise and portfolio briefcase .

A Swedish tourist vacationing here in Barbados says he knows where fugitive financier Hans - Erik Wennerstrom is : Here in this Caribbean island's capital, Bridgetown. Police released this photograph, taken yesterday by the tourist, Jens Assur -

Behind the walls of this dingy rooming house behind me lies a body in a pool of blood - A man who has been living here the last three weeks under the name Victor Fleming -

A man who police in Marbella, Spain, have confirmed is fugitive Hans - Erik Wennerstrom -

Good wigs cost money - like the shoulder - length blonde one atop a black Lucite head Salander is purchasing .

A place that caters to transvestites who , among other things , require as Salander does , latex breasts .

If even a fraction of what Mr. Blomkvist is alleging proves to be true, not only will there be a securities investigation, but an organized crime inquiry as well.

Beginning with those closest to Mr. Wennerstrom. Only someone in the inner circle of a corporation like this could have access to this kind of information.

Wearing the wig and a designer outfit she takes her own passport photo against a wall . She looks like Erika .

Not wearing the wig now , she inspects a passport Plague has acquired for her featuring the crown of Norway , and some credit cards . On his TV , a pack of lawyers stand where Wennerstrom was standing before - outside the Group 's corporate offices - under , as usual , umbrellas -

Mr. Wennerstrom is n't available for comment today, but as his legal counsel, I'd be happy to answer your questions.

A customs official , satisfied with `` Irene Nesser 's '' Norwegian passport - not to mention her blonde hair and bustline - stamps a page .

Bellmen outside the 5 - Star Zimmerstahl Hotel attend to the luggage of wealthy guests emerging from nice cars .

As a desk clerk photocopies Ms. Nesser 's passport , she neither hides from nor plays to the security camera .

Salander emerges from the bathroom without the wig on . Crosses through the suite in her underwear . Oddly - or perhaps not - she 's also wearing a pair of white gloves . She opens the balcony 's doors to let in some air . On the TV :An immigration official appears before the news cameras -She sips at her room service coffee .

I can confirm that he left Sweden on a private jet that landed in Paris last week, but whether he's still there, we do n't know. He could be anywhere by now.

`` Irene Nesser '' enters Bank Hausen General under watchful security cameras .

Security cameras inside watch her and a banker at a desk in an area reserved for discreet transactions .As she writes an account number on a slip of paper from memory , Herr Wagner notices - as she intends - the pen she 's using - from the venerable Zimmerstal Hotel .He glances at his watch , perhaps thinking about lunch . His faux - politeness - even his appearance - reminds her of Bjurman .She offers him the Zimmerstal pen .He picks up one of his cheap pens . She hands him a long list of account numbers and clearing codes -

As she sorts through a stack of bonds , the TV shows a reporter in a colorful town square .A snapshot of Wennerstrom , or someone who looks like him - tropical shirt , hat and sunglasses - climbing into a car .

Sitting with a different bank manager now as security cameras keep silent watch , she opens her portfolio and turns it so he can see its contents . He glances up with a polite smile that 's supposed to mask his surprise .He works out the conversion to CHF and hands her the calculator : A `` 2 '' followed by more digits than we can count .

The remnants of a McDonald 's kids meal on the desk with the wig and white gloves . She bypasses the hotel 's internet service , uplinks her MacBook through her cell . Five accounts - the ones she just established at Bank Dorfrmann - appear on the screen . She transfers all the funds into one account at Bank Kroenfeld , Cayman Islands , belonging to a Gibraltar company .

Irene 's earrings disappear down a sink drain . Necklace falls to the bottom of a paper towel bin .

Irene/Salander puts her empty portfolio in an unlocked locker , wipes the prints from it , heads for the platform .

She has a private sleeping berth , but is n't sleeping . She 's smoking a cigarette next to a No - Smoking decal on the window that 's cracked open , and tosses the Zimmerstal Hotel pen out to the darkening countryside rushing past .

Salander - looking like Salander - enters her apartment with only her laptop bag . Holds Irene 's passport over a stove flame . Sets the burning document on a plate . Takes a Coke from her fridge , sits with it . Puts the cold can to her forehead like a compress . Then opens it , drinks , and closes her eyes .

A dark figure is looking up at her apartment , at television light playing on a window . As he walks off into the night , we see it 's Bjurman .

The man who is now being called Sweden's Pablo Escobar, may not have a country to call home, but does have enough money to buy one.

According to the International Banking Commission, Wennerstrom, just days after the Millennium article that brought him down appeared on news stands, began emptying accounts at Bank of Kroenfeld in the Cayman Islands.

The reporter stands under an umbrella on the same street Salander crossed to get from one hotel to the other .

The place is trimmed with Christmas decorations again . In a glassed - in conference room , Blomkvist , Erika , and a few others sit around the table , their production meeting interrupted by the news on the plasma TV here :Security camera images of `` Irene Nesser , '' entering and leaving banks .

That money, approximately two billion Euros, was then spread over a number of accounts with the help of this confederate, seen here in Zurich -

- who converted the funds into private bonds, which, I'm told, are even harder to trace than Wennerstrom himself. Europol has launched a search for the woman who had used a stolen Norwegian passport. Her whereabouts, like her boss's, are unknown.

Her whereabouts are here , roaring through Stockholm on her Honda like the first time we saw her .

Blomkvist hears a motorcycle and glances out the window to see Salander pulling up outside .

He comes out , meets her at her motorcycle . She takes a cashier 's check from her jacket pocket .She nods .He nods . She nods .She nods . He nods .He nods . She nods . Erika regards them from inside the conference room . Salander climbs back on her motorcycle .

While the nurse fills a plastic days - of - the - week container with a concoction of pills , Salander sits with her Palmgren by the untouched chess table .One of Palmgren 's hands manages to pull slightly away from the other , tries to reach for her , perhaps , but only makes it about an inch . She reaches over and holds it .

A reporter bundled - up outside a low - rent building cordoned off with police tape -

The same cafe Blomkvist retreated to after his libel conviction .

Blomkvist is at the counter , across from a barista , but his attention is on the TV -Blomkvist glances blankly at the barista , then back to the TV -

- shot three times in the head at close range in what is being called a classic gangland execution.

The investigation into Wennerstrom's ties to crime organizations worldwide will now turn to speculation : Which of them caught up with him before Swedish authorities could?

Wennerstrom spent the last days of his flamboyant life in solitude and anonymity, locked behind the door of Room 3A -

Indeed, after checking in, he was never seen again - until this morning when the building manager came calling to collect the unpaid bill -

A tailor brings out a garment bag bearing his exclusive insignia , drapes it across a table , returns to Salander the photograph she provided him with last week : It 's of a much younger Blomkvist - at about Salander 's age now - wearing the black leather jacket he loved and lost track of years ago . The tailor unzips the bag revealing an exact - though considerably more expensive - replica of the jacket .

A perfect Christmas card vista that actually turns out to be a Christmas card : A snowy rural landscape scene . It 's stupid , but she 's writing under the pre - printed `` Merry Christmas '' inside , a personal note that 's more sincere than she thought herself capable . She blows on the ink , puts the card in its envelope , neatly writes `` Mikael '' on it , gets up -

Snow 's falling , but unlike the brutal winter storms last year , it 's just heavy enough to dust the city in white powder that reflects the Christmas lights in the trees . The beauty of her city pleases Salander as she rides through it on her motorcycle . Or maybe it 's something she 's feeling as she turns onto Blomkvist 's street . She parks . Gathers the garment bag and card , walks under construction scaffolding toward his apartment building . From around the corner ahead , Blomkvist and Erika appear . He says something and she laughs , puts her arm around his waist and lays her head against his neck scarf . Salander stops mid - stride , ducks into an alcove under the scaffolding , waits as long as it should take them to get inside the building , then peers out again - They 're not inside . They 've stopped just outside the building 's entrance . They 're embracing . And the longer they stand there together , the sharper the pain stabs at Salander . Finally they separate , but only to allow Blomkvist to unlock the door . Erika takes his hand then , and they disappear inside . Salander ca n't move . Waits for the pain to subside - which it eventually does - but only to be replaced with a sense of helplessness . Then that subsides , replaced with a facade of insouciance . The richest girl in Sweden emerges from the alcove and walks back the way she came - tossing the garment bag and card into a construction dumpster - climbs onto her Honda - starts it - and drives off - Probably forever .

CALL ME BY YOUR NAME Screenplay by James Ivory Based on the novel by André Aciman

The sound of an approaching car. ELIO, 17, barefoot and in his bathing suit, is in the process of moving his clothes from his room to the adjacent room - a wardrobe somehow refurbished into a single bedroom. The two rooms are separated by a ruined wooden door, with cracks all over it. MARZIA, a girl of about his same age, is lying on the bed. It is obvious both have been on it together. ELIO goes to the window and looks down. A car pulls up below, blowing up clouds of dust, and stops at the villa's main entrance. A young man steps out of the car, wearing a billowy bright blue shirt with a wide-open collar, sunglasses. This is OLIVER, 25. He is followed by the handy-man and gardener of the house ANCHISE.MARZIA jumps up to come stand next to him, looking down. ANCHISE appears below followed by the PERLMANS who introduce themselves to Oliver. Professor PERLMAN is in his fifties, distinguished, vigorous. ANNELLA, his wife, is in her mid- forties.

And Easter too. We are Jewish, English, American, Italian, French... somewhat atypical. Besides my family you are probably the only other Jew who has set foot in this town.

Transcribe music. Read books. Swim at the river. Go out at night.

I just played it the way Liszt would have played it if he'd jimmied around with it.

Not by much. That's how Busoni would've played it if he'd altered Liszt's version.

Bach never wrote it for guitar. In fact, we're not even sure it's Bach at all.

Non vi sembra ineducato come dice "Later..."? arrogante? Mi sembra che facciamo di tutto per farlo stare a suo agio da noi. (Don't you think it's rude when he says "Later..."? Arrogant? After all, it's just to show him a good time here.)

You watch, this is how he'll say goodbye to us when the time comes. With his gruff, slapdash, Later!

Pourquoi je serais fâché contre Chiara ? (Why should I be angry with Chiara?)

All I had to do was find the courage to reach out and touch, she would have said yes.

On va au lac de Garde avec mon père. Il veut montrer à Oliver l'endroit où ils draguent. (We're going to Lake Garda with dad. He wants to show Oliver where they're dredging.)

Il est à l'intérieur, il aide mon père. Tu étais incroyable sur la piste, hier soir. (He's inside helping dad. You were great on the dance floor last night.)

She seems to like you a lot - She's more beautiful than she was last year.

My mom's been reading this 16th century French romance. She read some of it to my Dada and I the day the lights went out.

Better to speak, she said. But she's on her guard. She senses a trap somewhere.

No. This is World War I. You'd have to be at least eighty years old to have known any of them.

If you only knew how little I know about the things that really matter.

Follow me. I'll show you a spot visitors have never seen. That is, if you have time.

This is my spot. All mine. I come here to read. I can't begin to tell you the number of books I've read here.

The spring is in the mountains, the Alpi Orobie. The water comes straight down from there.

I'm not wise at all. I told you, I know nothing. I know books, and I know how to string words together - it doesn't mean I know how to speak about the things - about the things that matter most to me.

I just know it. We'll chit-chat, chit-chat, chit-chat. And the funny thing is, I can live with that.

Peut-être. Mais si on sort, il ne faut pas que ma mère me voie, elle s'inquiéterait. (regardant autour de lui) Où est Oliver? (Maybe. But if I go out my mother can't see me. She'll get worried.

Io esco stasera, non ceno (I'm going out this evening, I won't have dinner)

I don't think we'll ever do anything like that again. But yes, like that.

That day belongs to a different time warp. We should leave sleeping dogs -

C'était rien. Tu veux sortir ? Je peux passer te prendre en vélo, on peut aller... (It was nothing. Do you want to go out? I can come on my bike and pick you up. We can go to...)

Je comprends pas ta question. (I don't understand what you're asking.)

Si, sûrement. Tu le fais avec moi aussi? (I suppose. Do you hide from me?)

See if Oliver doesn't think I look like a scarecrow in it. I'll model it for you.

I can't put it on now! They've already met me. It will look like a put-up job.

You wore that shirt on your first day here. Will you let me have it, leave it here when you go?

Look, you don't have to do this. I'm the one who came after you. Everything that's happened is because of me -

In two weeks you'll be back at Columbia. I don't know what I'll do then. At least you'll be somewhere else, where there aren't any memories... We wasted so many days - so many weeks.

Mafalda? Maman... Bonjour. Oui, je vais bien. Je suis à Clusone, à la gare. Oui... il est parti. Maman, s'il te plaît, tu pourrais venir me chercher? (Mafalda? Mom... Hey. Yes, I'm fine. I'm in Clusone, at the station. Yes.. he left. Mom.. please could you come pick me up?)

Aiuta Oliver a portare le sue cose in camera tua. (Help bring Oliver's things up to your room.)

C'è Zia Marcella e annessi per cena. Oliver si ferma con noi o esce stasera? (Aunt Marcella is coming to dinner with her tribe. Is Oliver in or out tonight?)

Meanwhile, we'll have to put up with him for six long weeks. Won't we?

Può togliere i piatti di Mr. Oliver? (You can remove Mr. Oliver's place setting away?)

Pourquoi tu ne vas pas à Moscazzano avec les autres? (Why not to Moscazzano with the others?)

Go see your friends. Go out. Do something. Ne reste pas là comme une araignée sur le mur, mon chéri! (Don't just be a spider on the wall, darling!) Spoiling everyone's fun.

This version is in German, but I'll translate: Ein gut aus sehender junger Ritter ist wahnsinnig verliebt in eine Prinzessin. Sie auch ist in ihn verliebt. "...A handsome young knight is madly in love with a princess. She too is in love with him... ...obwohl es so scheint, als sei sie sich nicht vollig ihrer eigenen Liebe bewusst. ...though she seems not to be entirely aware of it. Despite the friendship... Freundschaft... that blossoms between them, or perhaps because of that very friendship, the young knight finds himself so humbled and speechless that he is totally unable to bring up the subject of his love. One day he asks the princess point-blank: Ich bitte euch ratet mir was besser ist... reden oder sterben. 'Is it better to speak or die'.

Make new friends if the old ones don't interest you but stop haning around the house all the time. Books, books, books, always books, et toutes ces partitions... (is all those score books)... play more tennis, go dancing more often with Chiara and Marzia - tu les aimes no? (you like them, don't you?) Get to know people...

Fai anche pazzie se devi. (Do crazy things if you must.) (Fais des folies, s'il le faut.)

No grazie Mafalda, ceniamo tra poco. (No, thanks Mafalda, we're going to dinner)

Tu l'aimes bien, n'est-ce pas, Oliver? (You like him, don't you? Oliver?)

Il t'aime bien aussi - plus que toi, je pense. (He likes you too - more than you do, I think.)

And don't forget Mr. Keller and Mr. Hodell are coming for dinner tonight.

I want you to wear the shirt they gave you for your birthday. It will make them happy.

Sì, hanno una bella amicizia.(Yes. They have a beautiful friendship)

Oh... maybe Elio could go with him? It would be nice for them to get away for a couple of days. (beat) Where would they stay?

Why aren't you here? When are you coming? Elio misses you terribly, going around all the time with such a long face!

At the end of the stairs ELIO sees OLIVER being walked to Professor Perlman's study. Oliver's suitcase and backpack lie on the floor nearby. ANNELLA sees Elio approaching and gestures towards them.

ELIO enters his father's studio. OLIVER, sitting on the sofa, is having a glass of fresh water. Even if exhausted by the heat, he remains elegant and somewhat iconic. Professor PERLMAN introduces the two formally. They shake hands.

It's a long story, so bear with me, Pro. Many Latin words are derived from the Greek. In the case of 'apricot', however, it's the other way around.

Here the Greek takes over from Latin. The Latin word was praecoquum, from pre-coquere, pre- cook, to ripen early, as in precocious, meaning premature.

What do you do in the winter, then? Don't tell me: wait for summer, right?

I am from a small town in New England. I know what its like to be the odd Jew out.(beat) And what else do you do here in summer, besides this?

I'm okay with firming up - I'm okay with paradox. Back to the drawing board.

Just listen to this drivel: "For the early Greeks, Heidegger contends, this underlying hidden- ness is constitutive of the way beings are, not only in relation to themselves but also to other entities generally. In other words, they do not construe hidden- ness merely or primarily in terms of entities' relation to human beings."

I need five pages translated per day, to be ready for pickup every morning.

Silent as in too many opinions on things, or silent as in Security: not telling anybody what fabulous things have been dug up?

About the knight who doesn't know whether to speak or die? You told me already.

I fell the other day on the way back and scraped myself pretty badly. Anchise insisted on applying me some sort of witch's brew. He also fixed the bike for me.

They walk their bikes towards the little World War I memorial in the center of the square which is dedicated to the youth of the town who perished in the Battle of Piave. They pause a moment to read the plaque.

Is there anything you don't know? I never heard of the Battle of Piave.

They've mixed up my pages and now they have to retype the whole thing. So I have nothing to work on this afternoon. Which sets me back a whole day. Damn!

I like the way you say things. Why are you always putting yourself down?

Yes, would. I'm not going to pretend this hasn't crossed my mind.

I see. You've got it wrong, my friend - if it makes you feel better, I have to hold back. It's time you learned to do that too.

We can't do this - I know myself. So far we've behaved. We've been good. Neither of us has done anything to feel ashamed of. Let's keep it that way. I want to be good.

I guess. The ancients said it never hurts to be bled from time to time.

Come on, stand up. Lie on the couch, rest a little. I'll stick around.

I think so. He gave me a scare. Bleeding all over the dining table.

I pay my own way. I've paid my way since high school. My father couldn't possibly disapprove.

Neither does my father. And to be perfectly frank, I don't think I care to remember myself.

Mistaken turns? I can't picture you even imagining a mistaken turn.

Sometimes the traviamento turns out to be the right way, Pro. Or as good a way as any. I know myself.

Tonight, I promise, Signora P., No poker, no drinking. I'll put on clean clothes, go over my manuscript, and after dinner we'll all watch TV and play canasta, like old folks in Little Italy.

We had a nice time. You would have too. Did you rest at least? Mafalda said you went swimming.

That voice of wisdom is your most winning trait. Do you like me that much, Elio?

Zwischen Immer und Nie... (For you in silence, somewhere in Italy in the mid-eighties). This is the best present I've received all year.

Mafalda, non sarò con voi a cena stasera. (I won't be home for dinner this evening).

I'm glad you came. I could hear you moving in your room and for a while I thought you were getting ready to go to bed, had changed your mind.

Does this make you happy? You aren't going to have a nosebleed are you?

ELIO is soon naked and lies back under the sheet in a kind of ecstasy as OLIVER moves his hands over his body, as inquisitive as Marzia's had been the night before in the street. When OLIVER pulls the sheet back, ELIO loves being naked before him. No secrets. OLIVER kisses him, kisses his body, takes his penis (off-screen) briefly in his mouth, then returns to kiss Elio's open lips again more deeply, as if he too is finally letting go. OLIVER is also naked, and not a part of him isn't touching ELIO now. They stare at each other.

ELIO looks away, because OLIVER is staring at him. Then he looks back, and now stares at OLIVER, as they settle into a mock wrestling position with Oliver's shoulders rubbing Elio's knees. ELIO looks into Oliver's eyes in an intensity of love and expectation, wanting this moment to last forever, knowing there will be no coming back from this.

When it happens - when OLIVER enters ELIO - there is a degree of pain and discomfort. ELIO flinches and fights an impulse to stop him, which OLIVER sees.

I'm going to town, I have to collect my typed up pages. Later I'd like to show them to you, Professor.

It's just like you not to know. I don't want you to regret any of it. I just dread the thought of having messed you up. I don't want either of us to have to pay one way or another.

I didn't mean that. I'm sure I'll pay for it somehow, though. For you, however you think of it, it's still fun and games, which it should be. For me it's something else which I haven't figured out, and the fact that I can't scares me.

You tried out the plant kingdom? Next will be minerals? You're rejecting the animal kingdom already? That would be me, I suppose.

Things. Going back to the States. The courses I have to teach this fall. My book. You.

Once, when we were playing volleyball, I touched you... Just as a way of showing... I liked you. The way you reacted made me feel I'd almost molested you. I decided to keep my distance.

Li ho visti a New York l'anno scorso. Richard Butler.. spettacolo! (I saw them in New York last year. Richard Butler... awesome!)

There's emptiness behind your eyes/ there's dust in our hearts/ Love my way, it's a new road...

I follow where my mind goes, so swallow all your tears, my love/ And put on your new face/ You can never win or lose, if you don't run the race.

They head up the stairs together; ELIO lunges for the heavy suitcase, OLIVER takes the backpack.They meet MARZIA coming down. More introductions in the middle of the stairs. OLIVER is curious about her and looks back as he continues up. She looks back after he does.

They enter Oliver's bedroom. OLIVER drops his backpack and crashes on the bed, exhausted. ELIO lays the suitcase next to the bed.But Oliver is not listening, already asleep. Elio walks out and closes the door that separates their two rooms.

In front of the kitchen is a fruit orchard with a variety of fruit trees. From outside we see inside MAFALDA at work in charge of the domestic duties of the place, and she is virtually a member of the family. One of the trees is shaking. In the dappled light under the tree we see ANCHISE reaching up into the limbs to pick the ripest peaches. They seem to glow within their foliage as his long, gnarled fingers seek them out. He carefully places the fruit he has picked in a basket.

Later. MAFALDA, at the bottom of the stairs, rings a bell. She looks up the stairs and, getting no response, rings the bell again.

ELIO is at the desk in his small "new" bedroom; he is transcribing music. Next to his desk lamp a walkman is playing music. He hears the bell. He enters the bathroom and the door that connects it to the other room is open. OLIVER sleeps in the dim light of sunset.No answer. Elio enters Oliver's room and reaches over to the bookshelf, takes a book from it but then drops it on the floor. It makes a sharp clatter. Oliver is briskly awoken.Oliver looks up from his pillow scarcely knowing where he is.Elio, backing out of the door with the book, nods that he will. Oliver looks around for a moment.About to shut the door, ELIO nods.Oliver turns and goes back to sleep. Elio closes the door, leaving the room in almost complete darkness.

The following day. OLIVER is coming down the stairs. Not knowing where to go, he listens for the Perlmans' voices until he sees, through a corridor, the kitchen. Just beyond it, outside in the garden, he can see the family having breakfast.

The PERLMANS are eating breakfast outside, in front of the kitchen. OLIVER comes out and sits down, watching how ELIO expertly cracks his soft-boiled egg shell, then attempts to do the same, but only a tiny bit of the shell is pierced, so he pretends to busy himself with his coffee and pushes the egg in its cup away. MAFALDA asks him if he would like juice. He says "Please". She looks down at the discarded egg.She slices the top off and returns to her kitchen.ELIO, who has been trying not to stare at their guest and is concentrating on spreading honey on a piece of bread, now lifts his head and speaks, growing unnaturally loud:Both Professor PERLMAN and ANNELLA look up, interested.Elio turns in his seat to get a better view of Oliver, who is sitting beside him.MAFALDA returns with a pitcher of apricot juice on a little tray and proceeds to fill Oliver's glass. OLIVER tastes it, then enthusiastically downs it. ELIO realizes he is staring at OLIVER, his head tipped back with his throat swallowing the juice, and notices the Star of David on a necklace around his neck. OLIVER smacks his lips and begins to eat his second egg, giving it a sharp crack. MAFALDA brings him a third egg.ELIO has never heard someone Oliver's age say, I know myself. It's somewhat intimidating. He lowers his eyes.

Signora vuole un frullato pure lei? (Madame do you want a smoothie too?)

Ma dove vai a quest'ora? Mi fai preoccupare. (But where at this hour? I worry)

The word apricot comes from the Arabic - it's like the words "algebra", "alchemy", and "alcohol". It derives from an Arabic noun combined with the Arabic article 'al-' before it.

It's amazing that today in Israel and many Arab countries the fruit is referred to by a totally different name: 'mishmish'.

Scegli una carta. OK, ricordala bene. (Pick a card. OK, remember it well.)

It feels like you need to accept the paradoxical nature of this philosopher's thinking, not just explain it..

I just heard from the people in Sirmione, they say they've come up with something. I'm going there today, would you like to go with me?

Nothing is being dug up. It's what has been brought up - out of the water.

Guido io oggi, non ti preoccupare. Non fare quella faccia Anchise! prenditi il pomeriggio libero. (I think I will drive myself today. Anchise, don't be so upset! take the afternoon off.)

What's going on, boys? Oliver, come sit up front and be my navigator.

The ship went down in 1827 on the way to the villa of Count Lechi here on this island.

A good question. His partner - they're a pair - is in the Vatican. There are four known sets, after the Praxiteles originals. This fellow is Number Three. The Emperor Hadrian had a pair, dug up at Tivoli, but one of the more philistine of the Farnese popes melted them down and had them recast as a particularly voluptuous Venus that was traded to Napoleon later on.

They're all such rogues. Our boxer could be on a plane to the Geneva antiquities market tonight for all I know.

We were your age once. The things you feel and think only you have felt, believe me, We've suffered through all of them, and more than once - some you never get over and others you're as ignorant about as you are today.

Find out why others are so necessary in life and not just foreign bodies to be sidled up to.

I pray to God you made a killing last night, otherwise I'll have to answer to your father.

I wish I'd had your head at your age; I would have spared myself many mistaken turns.

That's because you see me as a figure, not a human being. Worse yet: as an old figure. But there were. Mistaken turns, that is. Everyone goes through a period of traviamento - when we take, say, a different turn in life, the other via. Dante himself did. Some recover, some pretend to recover, some never come back, some chicken out before ever starting, and some, for fear of taking any turns, find themselves leading the wrong life all life long.

At your age I knew nothing. But today everyone knows everything, and everyone talks, talks, talks.

You must think of this place as your second home - or third, or fourth, whatever. But the welcome mat will definitely be out

Several hundred color slides of our boxer and the others like him arrived yesterday from Berlin. We should start cataloging them. That will keep us busy until lunch I imagine.

Because these are more Hellenistic than fifth-century Athenian, most likely sculpted under the influence of the greatest sculptor in antiquity: Praxiteles. Their muscles are firm- look at his stomach for example- and yet never a straight body in these statues, they are all curves, sometimes impossibly curved and so nonchalant, hence their ageless ambiguity. As if they're daring you to desire them.

No misbehaving tonight. When I tell you to play, then play! You're too old not to accept people as they are. What's wrong with them? I don't think it's very attractive of you to call them 'Laurel and Hardy' behind their backs...

...and then accept gifts from them. Is it because they're gay or because they're ridiculous? Is that it? I hope not. And if you know as much about economics when you're Zafar's age you'll be a very wise man indeed and a credit to me. Now get into this.

Before you leave we'll certainly find the time to go over these revisions.

Elio e Oliver si sono proprio trovati. (Elio and Oliver have grown quite fond of each other)

Oliver told me he has to go to Bergamo for a couple of days to do some research at the university there before he leaves. He would then fly home directly from Linate

You're too smart not to know how rare, how special, what you two had was.

Intelligent? He was more than intelligent. What you two had had everything and nothing to do with intelligence. He was good, and you were both lucky to have found each other, because you too are good.

I'm sure he'd say the same thing about you, which flatters the two of you.

When you least expect it, Nature has cunning ways of finding our weakest spot. Just remember: I am here. Right now you may not want to feel anything. Perhaps you never wished to feel anything. And perhaps it's not to me that you'll want to speak about these things. But feel something you obviously did.

Then let me say one more thing. It will clear the air. I may have come close, but I never had what you two had. Something always held me back or stood in the way. How you live your life is your business. Remember, our hearts and our bodies are given to us only once. And before you know it, your heart is worn out, and, as for your body, there comes a point when no one looks at it, much less wants to come near it. Right now there's sorrow. Pain. Don't kill it and with it the joy you've felt.

We may never speak about this again. But I hope you'll never hold it against me that we did. I will have been a terrible father if, one day, you'd want to speak to me and felt that the door was shut, or not sufficiently open.

You caught us while in the process of choosing the new you for next summer..

PERLMAN is attempting to devise a new filing system for his correspondence; there are packs of letters lying about and open boxes with more letters. OLIVER is helping him, ELIO is with them. The professor makes a joking comment like "My guest from last year was very good at organizing. I on the other hand..."ANNELLA enters carrying a little tray with a pitcher of more apricot juice which she pours out into glasses. Everyone has some; OLIVER downs his in a gulp. He smacks his lips, says "Ah!". Annella looks at him amused and gives him an approving pat on the shoulder. Elio looks at his father, already knowing what he'll say.He pauses to draw breath, then continues, warming to his subject.PROFESSOR PERLMAN, shrugging, spreads his hands as if to say, 'Who can ever tell about these matters of present-day etymology?'. Through all this OLIVER has been listening carefully.ELIO and ANNELLA listen carefully, surprised.The others take this in. ANNELLA is clearly charmed. OLIVER (CONT'D) The Byzantines - to go on - borrowed praecox, and it became prekokkia or berikokki, which is finally how the Arabs must have inherited it as al-barquq. There is a moment of silence. ELIO and ANNELLA look at Perlman.ANNELLA, unable to resist, reaches out to OLIVER and ruffles his hair, laughing. ELIO applauds.

Taking a summer guest for six weeks is the way Professor helps young academics revise a manuscript before publication. They are given full run of the house and can basically use their time as they like, provided they help Professor Perlman for an hour or so every day with his correspondence and other paperwork.

Taking in summer guests was Elio's dad and mom, The Perlmans, a way of helping young academics revise manuscript before publication. Summer residents didn't have to pay anything, they were given the full run of the house and could basically do anything they pleased, provided they spent an hour or so a day helping Professor Perlman with his correspondence and assorted paperwork. Oliver manuscript was on Heraclithus and already had found a publisher in Italy for a translated version. Elio's father loved nothing better than to have some precocious rising expert in his field of study helping him.

Oliver had three personalities depending on which bathing suit he was wearing. Red: for bold, set in his ways, gruff and ill-tempered snappy... dangerous.

Yellow: good-humored, funny, but not without barbs - didn't give in too easily. He didn't wear his green bathing suit that often. It meant maybe that he was eager to learn, eager to speak, just eager, sunny.

ELIO and OLIVER are riding bicycles, with Elio in the lead. They go along the main road towards the town of Crema and its bank. The day is already hot.

ELIO and OLIVER are sitting at the little cafe with iron chairs and tables, drinking coffee. OLIVER examines bank application forms, then folds them up and puts them in his knapsack. He looks around the almost empty square.ELIO smiles, says nothing. They both laugh.OLIVER takes this in, his eyes hidden by dark sunglasses as he gathers up his things, cutting their conversation off. They silently reclaim their bikes. OLIVER seems to be miles away, but as ELIO is getting on his bike, he loses balance for a moment and OLIVER puts his arm around Elio's shoulder, steadying him. He then speeds off, saying "Later", leaving ELIO on his own.

The same day. ELIO is sitting at a table in the shade of the house, practicing his guitar. From where he sits he can see OLIVER ride up on his bike and dismount. He has to pass by ANCHISE, who is doing some garden work with small plants and a ball of twine. OLIVER stops to watch and converses with ANCHISE in Italian.ELIO sees this but is too far away to hear what they say. Later. OLIVER is lying on a towel spread on the grass nearby, reading a book, which we see is Heraclithus. He wears a green bathing suit and his straw hat. His belongings are spread out around him: sun lotion, a note pad and pen, espadrilles. At the bottom of the stairs, in the middle of the field, the PERLMANS and some FRIENDS in bathing suits are sitting around an old stone drinking trough, now used to freshen up. There are always people coming and going at the Perlmans' - friends, relatives, acquaintances of Elio, like Marzia. We don't always learn who they are, but they give a sense of ever-moving inhabitants of the place. Oliver lowers his book and stares at ELIO, who is focused on the fingerboard. ELIO raises his face to see if OLIVER likes what he is playing, but OLIVER looks back without expression, almost coldly. Unsettled, ELIO breaks off for a moment, then returns to his music-making, looking down. OLIVER, aware that he has caused ELIO to interrupt his flow, gets up and comes over to where ELIO is sitting. ELIO is non-committal, hiding hurt feelings. In a pause, OLIVER questions Elio about the piece that broke off - who was it, or is it yours? Do I know it?... It sounded like... ELIO hits some notes: This? Or that?The tall, half-naked OLIVER, hanging over him intimidatingly, causes ELIO to get up and enter the house through the big door.

Non bisogna dare troppa acqua ai pomodori. (You dont want to douse the tomatoes with too much water)

Sì! Tomatos.. Se crescono troppo in fretta saranno pieni di semi. No good! (They will grow too fast. They will be mealy.)

(I straightened the wheel. It took some doing. I also put air in the tires.)

ELIO plays the piece on the piano. OLIVER leans on the door looking in. The music sounds very different from when he played it on his guitar.ELIO begins playing the piece again. OLIVER listens, then speaks:ELIO begins to play the Bach in its original form. OLIVER, who had turned away, comes back to the door. ELIO says, softly, over his playing:He plays it beautifully, as if sending it to OLIVER as a gift.

ELIO is writing his diary, the wind is moving the curtains. He then puts the open diary on the bed and goes into the shared bathroom to pee, shutting the door behind him. The camera moves close on to the diary and we read: "...I was too harsh when I told him I thought he hated Bach..." The wind blows the pages of the little book, then dies down so that we can go on reading: "What I wanted to say was that I thought he hated me..."

Another day. OLIVER and ELIO walk down a street; OLIVER steps into a cafe. Some men inside are sitting at two or three tables with playing cards. Waiters bring coffee and other drinks to the customers, the place is lively.Some of the men look up and nod at OLIVER. A game is starting at one of the tables and OLIVER is asked to join. He sits down to play.Oliver winks. ELIO pulls up a chair and sits, spectating. The cards are dealt. OLIVER, accepted at once, treats his fellow PLAYERS as equals. Despite being a 'rich' American 'intellectual', a guest at the villa of one of the area's richest men, he has the 'common touch'. ELIO is soon forgotten by OLIVER. Now and then he supplies a translation of something said in Lombard dialect by one of the PLAYERS, to which OLIVER replies, "Thanks, Buddy!"

A few of ELIO'S FRIENDS play a volleyball game in a makeshift court set up on the lawn by the main entrance of the villa. OLIVER is playing with CHIARA, MARZIA's slightly older sister, and another BOY. The three make up one side of the game, while the opposing team is made up of THREE OTHERS we haven't met. ELIO sits on the side with MARZIA and another friend MARIA. All eyes are on OLIVER, the glamorous American who has unexpectedly dropped into their midst. MARZIA and her friend ask questions about him.ELIO and MARZIA laugh.ELIO gives MARIA a look that says "Yes", rolling his eyes.MARZIA jokingly punches MARIA's shoulder. ELIO, bored and put off, gets up and goes to a nearby table under the lime trees, on it is some fresh fruit and a bottle of cold water. He takes the bottle and goes to his friends, offering it. OLIVER takes the bottle and drinks, then hands it back to ELIO without thanking him. OLIVER then puts his free arm around ELIO, gently squeezing his thumb and forefingers into Elio's shoulder in a friendly hug-massage. ELIO, taken by surprise, is spellbound for an instant, yielding to Oliver's hand, even leaning into it -- then he wrenches himself away from Oliver's grab. Taken aback, OLIVER apologizes, asking ELIO if he'd pressed a nerve or something: "I didn't mean to hurt you". Honestly not wanting to discourage OLIVER, ELIO blurts out "I'm not hurt". ELIO has the face of someone trying, but failing, to smother a grimace of pain. OLIVER goes along with this charade.MARZIA puts her hands on Elio's back. OLIVER presses her flattened palm hard against it.ELIO relaxes until the others lose interest and resume the game. The two boys are playing against the sisters now. Elio's view of the players and of the ball in the air over their heads is often obscured by the OLIVER's muscular back, moving in closer from the side. Sometimes they collide, trip, fall into a heap. The girls shout rudely in Italian. \* Elio goes back to the table under the lime trees and sits in the shade, far from the others. He is inadvertently rubbing the spot that Oliver had massaged at the base of his neck with his free hand. MAFALDA and ANNELLA are setting up the table for dinner.

Sicuramente è meglio di quello dell'anno scorso, ti ricordi? (He's certainly a big improvement from last year, do you remember?)

Oliver è un cowboy biondo latinista! (Oliver is a latin blonde scolar cowboy!)

Bella fregatura! Un'altra estate nella lavanderia. (Well, that sucks for you guys! Another summer in the lavanderia.)

Lo vuole a tutti i costi, eh. (She's really after him, that's clear.)

Tu n'es pas avec moi parce que tu es fâché contre Chiara? (You're not with me because you're angry with Chiara?)

She looks the other way while he gets back into his own clothes. When they are no longer naked he takes her hand and kisses it on the palm, then kisses the space between her fingers, then her mouth. She's slow to kiss him back.

Pourquoi tu m'as acheté ce livre? (Why did you buy me this book?)

Oui, mais pourquoi tu l'as acheté pour moi? Pourquoi m'acheter un livre à moi? (Yes but why did you buy it for me? Why buy me a book?)

N'importe qui comprendrait pourquoi et toi tu ne comprends pas! (An idiot would understand why I'm asking but you don't.)

Sei un coglione. (Tu n'es qu'un crétin) Donne-moi une cigarette. (Give me a cigarette.)

Tu lis vraiment autant que ça ? Je veux direi: moi aussi, j'aime lire, mais je ne le dis à personne. (Do you really read that much? Don't get me wrong. I like to read, too. But I don't tell anyone.)

Je ne sais pas... Les gens qui lisent sont cachottiers. Ils cachent ce qu'ils sont vraiment. Les gens qui cachent n'aiment pas toujours ce qu'ils sont. (I don't know.. People who read are hiders. They hide who they are. People who hide don't always like who they are.)

Non, pas avec toi. Ou si, peut- être, un petit peu. (No, not from you. Or maybe, yes, a bit.)

Tu sais très bien ce que je veux dire. (You know exactly like what.)

Pourquoi? Parce que je pense que tu peux me faire souffrir et que je ne veux pas souffrir. (Why? Because I think you can hurt me and I don't want to be hurt.)

Ma tu mi vuoi veramente bene? (Tu tiens vraiment à moi?) (Do you really care for me?)

Tu as disparu pendant trois jours. (You've been gone three days.)

J'ai lu le livre que tu m'as offert, les poèmes. Ils sont très beaux. J'aime beaucoup cette Antonia Pozzi. (I read the book you gave me, the poems, they are beautiful. I really love Antonia Pozzi.) "Nell'aria della stanza - non te guardo - ma già il ricordo del tuo viso" (In the room's air - not you do I look at - but already the memory of your face)

I'm sorry you feel so bad. I just wanted to tell you that I'm not mad at you. I love you. (Je suis désolée que tu sois si malheureux. Je voulais juste te dire que je ne t'en veux pas. Je t'aime.)

A gangly TEENAGER looks on with pretended disdain; his voice is just changing, he has a dark fuzz, unshaven, on his upper lip, he could be Elio three or four years earlier. PERLMAN is amusing the boy's sisters, TWO YOUNG NIECES, aged about seven and nine, with a card trick. He has moved plates and cutlery around to make space for entertaining the little nieces.

Upstairs ELIO is shaving his own upper lip. He keeps listening for sounds of the absent Oliver from his room - at one point he could softly knock on the door, and upon hearing nothing, look in.

Guests are gathering at the table. MAFALDA announces dinner and removes the cards from the table, putting things back in order. PERLMAN makes a funny face. Two empty seats around the table. The absence of Signor Ulliva is commented upon. MAFALDA asks ELIO, who just showed up, whether Oliver will be joining them. "Sono le otto passate" she says. ANNELLA appears from the living room, followed by her guests.The camera stays on ELIO as he considers the possibility.This is performed instantly and without a hint of regret. ELIO watches Oliver's silverware, his place mat, glass, napkin, disappear as if he had never existed. ELIO grows thoughtful at the sudden violence of Mafalda's action - may even involuntarily put his own hand out to stop her. The others take a seat. PERLMAN picks up his napkin to perform a trick for the children, wrapping it around his thumb.

When everyone returns to the living room, PERLMAN asks his son to play something he then goes in the bar.A burst of laughter from the kids. Perlman returns from the bar holding glasses. The TEENAGE BOY pretends to be a spider and comes at his cousin waving his arms menacingly. ELIO gives in, and goes over to the piano. He starts playing a lively piece.

ELIO is on his bed, still dressed, in a restless half-sleep. He hears a noise outside and quickly strips off his clothes, putting on his pajama bottoms. But no one comes, there are no sounds on the stairs or activity in the adjoining bathroom.

A ray of sunlight hits ELIO's sleeping face. He wakes and gets up. He goes over to the door that separates his room from Oliver's. He grabs the doorknob and is about to knock, but doesn't. He looks between the cracks of the door: he can see Oliver sleeping, still in his clothes.

Another day. ELIO is sitting at his usual table under the lime trees, working. From where he's sitting, Elio can see PERLMAN and OLIVER through an open window in his father's study. They are discussing Oliver's manuscript on Heraclithus. Elio tries to listen.ANCHISE approaches Elio, carrying a large fish wrapped up in a t-shirt, which he uncovers for Elio.Anchise takes the fish towards the kitchen. Meanwhile in the studio the conversation continues.ELIO is distracted by the sudden burst of enthusiasm heard from the kitchen over the fish Anchise caught.

Later. ELIO sits with his head back on the cushion of his chair, his eyes closed. OLIVER, far away, is sitting on the edge of the trough, his feet in the water, reading the pages from the manuscript he showed Perlman. He looks towards Elio.He waves a sheet of his manuscript at him.Oliver gestures him to come closer. Elio does, slowly. He notices Oliver is wearing a red bathing suit.Oliver looks at Elio.ELIO is pleased that Oliver has asked his opinion on the manuscript.OLIVER, as if pretending to weigh Elio's words carefully.He speaks ever so earnestly, as if hit by a sudden revelation, in a low tone. This makes ELIO feel ill at ease. He looks away.Silence returns. ELIO looks at OLIVER, in his red bathing suit, lying on the edge of the trough. And OLIVER lets himself fall in the water, to ELIO's surprise. STILL LIVES Still lives of Oliver's swim trunks of different colors drying on the bedroom windowsill.

ELIO observes OLIVER swimming in the narrow and long stone trough. ANNELLA is close, but she's moving away with a basket of freshly picked fruit. OLIVER comes out of the water with his green swim trunks.Oliver lies down on a big towel, his belongings spread around it.ANNELLA, amused, listens to the conversation.Putting on his espadrilles, OLIVER takes ANNELLA's basket and follows her to the orchard, goes up to a ladder and climbs it, stretching into the branches for the ripe fruit as ELIO watches. ELIO goes over to them and offers to hold the basket, which is filling with apricots. OLIVER continues to toss down fruit to ELIO and ANNELLA below. DISSOLVE TO

OLIVER arrives on his bike from town, wearing the blue bathing suit and the blue billowy shirt he had when he first arrived. The house is quiet and deserted on a Saturday afternoon.

ELIO is on his bed wearing only a bathing suit. His right hand is down inside his swim suit. He is tense, expectant, alert to every sound. There are footsteps just outside his door. OLIVER, shirtless, enters the room from the bathroom. ELIO quickly pulls his bathing suit higher with a jerking movement as if caught in an embarrassing position.ELIO is speechless, out of breath, says:ELIO shrugs. A beat.ELIO grabs his hand and turns on his side facing the wall, away from OLIVER, to prevent him from seeing his confusion - but in his movement is also a slight tugging which could have pulled OLIVER down on the bed.OLIVER straightens up, pauses again to look down, and still grasping Elio's hand, succeeds in pulling him upright.He leaves Elio's room. ELIO puts his hand - the one Oliver had been holding - down inside his bathing suit, finds it damp, pulls it out, then hits his forehead with his fist saying: "Stupid! Stupid!" He strips off the trunks and, naked and defiant, goes out into the bathroom while grabbing a new pair of trunks.

ELIO, while wearing his swimsuit, gets a glimpse of OLIVER naked in his room.

OLIVER comes down the stairs of the house followed by ELIO. They are surprised to find CHIARA and MARZIA there. OLIVER isn't wearing any shirt and CHIARA makes a ball of the billowy blue shirt he'd been wearing earlier and tosses it at him. He puts it over the head of a bronze bust of Elio's grandmother.There are a number of Professor Perlman's loose papers lying on a chair in the bocchirale \[hallway\]. OLIVER starts gathering them up.She goes up to him and with her fingernails gently and slowly tries to pull a sliver of peeling skin from his tanned shoulder. ELIO watches with envy, wishing he was the one doing that.He takes the Perlman papers to the study. While he's gone CHIARA looks at Oliver's manuscript lying on the chair.She pulls another patch of skin off his shoulder. As she's doing this he stands very close to her.Looking up at him.She drops the bits of peeled-off skin into a plant.He hands OLIVER his sunglasses and hands him the red edition of Lucretius, it was lying on a table and never leaves his side.There is an intimacy in these actions that ELIO both enjoys and slightly flaunts. In return, CHIARA takes Oliver's arm to move him through the door, leaving the other two to follow. As he leaves, OLIVER puts on his blue shirt.

Tell his father that I crumpled his papers. We'll see what he says then..

Tu veux jouer les entremetteurs? (What are you trying to do, fix us up?)

Ça t'a fait mal ? Pourtant, tu as des pieds de paysan qui ne sentent rien. Paysan! (You felt that? You have peasant feet. They don't feel things. Peasant!)

Doucement. Tu vas encore le faire saigner. (Easy. You'll make him bleed again.)

A restaurant bar with an open air dancing floor. Everyone dances. CHIARA does her sexy dancing for OLIVER, who is enjoying himself and is a very good dancer. The music is "Paris Latino" by Bandolero. ELIO goes back to their table with MARZIA and one or two of the others. He watches CHIARA and OLIVER on the little dance floor. She moves her thighs in between his. Their moves are not the moves of people who stop at heavy petting.ELIO watches them dancing, thinks he'd give anything to be in her shoes. MARZIA studies the look on his face. He pretends to like watching them dance together.The music changes, "Love my way" by Psychedelic Furs hits the dance floor. At the sound of this song OLIVER changes his way of dancing to a more self-obsessed style. A perfect new-wave style. They all watch OLIVER's solo act with surprise and amusement. ELIO looks at him, mesmerized, until MARZIA pulls him back on the dance floor. There is a strange energy and exchange of glances between them. Elio chooses not to be embarrassed and lets loose with a sharp little solo of his own. The others applaud. Close on Marzia amused.

Quanto vorrei essere nei suoi panni. (I'd love to be in his shoes.)

Chi non vorrebbe essere nei panni di lei, piuttosto.. (Who wouldn't want to be in her shoes, I say..)

ELIO and MARZIA are at the river. They strip their clothes off.ELIO shakes his head, feigning a puzzled look meant to show that he can't begin to guess where she'd gotten such a notion. They run into the river. They swim and then come ashore.Je serai là avant toi. (Let's meet tomorrow night. I'll be here before you.)

The same night. All the lights are off. ELIO, sleeping in his bed, is woken up by the sound of Oliver peeing in the adjoining bathroom - the careless, uninhibited male force of it. ELIO listens, then stands up and goes towards the door.

The next morning. OLIVER shows off his newly acquired talent with a soft-boiled egg, neatly shearing off the shell. He looks a bit hung-over, with circles under his eyes.ANNELLA comes in and while she is seating herself, asks:PROFESSOR PERLMAN and OLIVER laugh, then the Professor changes the subject.OLIVER looks awed.

Later. ANCHISE is wiping the windshield of the Perlmans' car. ELIO comes out just as CHIARA arrives on her bike. She asks him where Oliver is.CHIARA is disappointed.She leaves him and goes into the house. ELIO gets in the back seat of the car and waits. Then OLIVER and CHIARA come out. They speak for a moment, standing close. She kisses him on the cheek, then gets on her bike and takes off. OLIVER gets into the front seat of the car, but ELIO tells him to sit in the back.OLIVER gets in the back next to ELIO. He watches CHIARA riding away.OLIVER doesn't respond.OLIVER turns to look at ELIO, surprised.While talking their bare legs briefly collide.There is a long pause as PROFESSOR PERLMAN comes out and speaks to ANCHISE.PERLMAN gets in the front seat. As there seems to be a tense silence behind, he turns around as the engine starts.OLIVER smiles at Elio as if to say: "See?"

PERLMAN drives the car through the countryside, OLIVER has a map open on his legs. Hot air blows in through all the open windows. They are silent as the news plays on the radio, reporting on the P2 Masonic lodge. ELIO looks outside but his attention is drawn to Oliver's neck.

PERLMAN, OLIVER and ELIO walk through the magnificent ruins of the roman villa overlooking Lake Garda, the Grotte di Catullo (Caves). Perlman is explaining to Oliver that only part of the archaeological treasures of this area has come to light.A delegation of archaeologists is waiting for them. The senior member rushes up to PERLMAN and greets him. They all gather in the small beach that is dominated by the ruins. Perlman is showed with the arm of a statue. He is very excited.

A salvage operation is in progress. Some small boats surround a floating platform. At the center of the platform is a winch. There are scuba divers and other people all around. PERLMAN goes in the water and walks through the shallows towards an inflatable boat that is standing by, ready to take him to the platform. ELIO is proud of his father and like Oliver is excited. The professor gestures them to join him.

PERLMAN, OLIVER, ELIO and other men are on the boat, now next to the platform. At the center of the platform below the cable of the winch is a large opening. A steel cable is lowered into the water and steadied by the site workers. The wait. Finally the cable is pulled back up - it pulls an antique statue out of the water. PERLMAN, edging closer, watches the operation minutely. A bronze Boxer slowly comes up through the opening in the platform, secured by the husky divers, and as it does a chain-metal trap inches underneath it to prevent it from falling back into the water if something should go wrong. The statue, missing its left arm but otherwise intact, is of an athlete, a boxer, naked, a kind of finger-less glove and wrist-strap. Like the damaged arm and gloved hand, the statue is encrusted with the lake water deposits of a century. It is still possible to admire the beauty of the athlete's face, set with enamelled eyes that seem to be staring straight out through the murky water at his rescuers. A photographer in fins goes in for a close-up. There is great excitement.

Later, back on the beach. The bronze has been dried and cleaned. PERLMAN is speaking in Italian with the other men and women who took part in the operation, and who are analyzing the find.The sun is setting, casting its last rays on the long-missing athlete for the first time in more than a hundred years. Armed Carabinieri assemble to guard it for the night.

They swim in a little cove not far from the rig that pulled up the bronze Boxer. It is almost dark, with a cloud streaked sky reflected in the water. The lights on the rig go on, including a big floodlight. The lake is surrounded by snow capped mountains. Treading water, PERLMAN says to ELIO and OLIVER, who are nearby, and referring to the armed guards left on the floating platform with the athlete:They laugh. The moon is beginning to rise over the water.

The same moon shines on the water of the river where MARZIA waits for ELIO, as promised. She looks at her wristwatch.

The Perlman car reaches the villa and all get out. ELIO runs around the house to get his bike and wheels it out on to the road.The two men smile at Elio's passionate haste.

OLIVER is sitting at his desk in his boxer shorts only, working; only the desk light is on. A lit cigarette between his fingers. A radio plays some summer music at a low volume. Oliver wraps up his corrections on a page and marks it: "to be typed".

ELIO is riding on his bike on the way to the river, trying to catch his date with Marzia. When he gets there, no one is waiting. He calls her name. There is a soft sound, little waves lapping on the river shore. The moon is brighter than ever and has risen considerably.

The following day. A thunderstorm and heavy rain dashes the plants in the garden and pours from the roof spouts.

Inside the villa the three PERLMANS are sitting on a row on a big couch as the lights flicker.ANNELLA finds the book.The lights suddenly all go out in the house; the music from a long-playing record dies to a stop. There is a shout in the kitchen, MAFALDA.They have been sitting in near darkness. The rain beats against the window panes. ANNELLA spreads an afghan over the knees of the three of them, saying "It's getting cold in here". Just then the lights come back on and the music resumes. She looks at her son and runs her fingers through his hair tenderly.

The next day. The storm has passed, leaving a coolness. ELIO is playing the piano. He is immersed in thought, his mind is elsewhere. He breaks off, gets up, moves from room to room downstairs. The kitchen is empty as well. It's the hour of siesta. Oliver's bike is missing.

ELIO goes back inside and up the stairs very quietly and along the corridor he shares with Oliver. He approaches Oliver's door like a detective looking for clues. He is about to open it when he hears the sounds of someone coming up the back stairs; he opens the door to his own room instead, and walks in.

DAY MAFALDA appears in the corridor, holding the laundry of the two young men. She brusquely opens Oliver's door, puts Oliver's shorts, socks, handkerchiefs, maybe the blue "billowy" shirt, on his dresser. She goes out, then knocks on Elio's door. ELIO says "Avanti" and she goes in with a pile of the same sort of clothes belonging to him. He's lying on his bed, pretending to read a book. She leaves; he can hear her retreating footsteps. When she is safely gone he stealthily goes into Oliver's room through the bathroom they share. He looks around Oliver's room.

He goes to the little pile of laundry and examines it, sees the folded boxer shorts (or Jockey) - passes his finger tips over them, then goes to the closet. Hanging on a hook is the red bathing suit. He picks it up - it's dry - and brings it to his face. He rubs his face inside it, smelling it, looks inside it as if searching for something, kisses every inch of it, licks the inside of the supporter as if trying to find a taste of Oliver. ELIO quickly slips out of his own bathing suit and pulls on Oliver's. He undoes Oliver's bed and gets into it, putting the pillow over his face and kissing it savagely, smelling it again and again, searching for Oliver's scent, then wraps his bare legs around it. Suddenly he hears the sound of a bicycle approaching goes to look out the window. He can just partly see OLIVER leaving his bike by a wall and coming in the villa. Elio removes Oliver's trunks and tidies up the bed, exiting the room.

ELIO runs towards the window at the end of the corridor and looks down from it. No one. Finally Oliver appears going down the steps and moving towards the stone trough. Elio runs to the stairs and goes down to the ground floor.

Later. ELIO is sitting under the trees with his score book open. OLIVER sits on the edge of the stone trough with his feet in the water, he is wearing his straw hat.Beat.OLIVER puts some pages of his manuscript into his old frayed book bag.ELIO puts down his fountain pen, closes his score book, and in doing so knocks a half-full glass of lemonade onto the grass. It doesn't break. OLIVER, who is close by, comes over, picks it up, and puts it back where it was.Creating a little pause before replying, for emphasis.

On the way to the shed to collect their bikes, they pass ANCHISE, who hands OLIVER his bike with a wry smile. OLIVER smiles back.ELIO and OLIVER reach the road, where they pause for a moment. OLIVER pulls up his shirt and pulls down the top of his shorts to expose a big scrape and bruise on his left hip.ELIO leans over closely to see Oliver's scrape, which is smeared with a black unguent.

They arrive on their bikes at the little town square. OLIVER buys a pack of cigarettes, Gauloises. He lights one up, then offers one to ELIO.ELIO nods and OLIVER cups his hands very near Elio's face and lights his cigarette.ELIO looks at OLIVER. He hesitates, then bursts out:ELIO looks him straight in the eye for once, summoning up his courage:Silence.There is a magnificent view. A tiny bus works its way uphill, with some bikers struggling behind it. To buy time, OLIVER turns to look at it before replying:Now that he's spilled the beans at last, ELIO takes on the laid-back, mildly exasperated air which the felon has, once he surrendered to the police, when he confesses how he robbed the store. OLIVER looks at ELIO for a long moment, then gestures towards the shop front where he takes his manuscript to be typed up.Two buses stop nearby to unload their passengers - older women arriving from adjoining villages to shop. ELIO turns to read the names listed on the monument. OLIVER returns.ELIO looks as if it has been his fault the typist made a mistake.OLIVER thinks about this.He slings his bag with its papers around him and the two are off down hill.

Now that ELIO has laid his cards on the table, the scenery and the fine weather buoy his spirits. They ride together on the empty country road that at this time of day is all for them. The sun pounds exposed patches along the way, exposing the undergrowth. Thirsty they stop by a factory. They look for water and in the factory Oliver is surprised to see a Mussolini picture hanging on a wall. They laugh. Later, at another crossroad.ELIO turns off into a little path towards some spring water ponds surrounded by willow trees. ELIO leans his bike against one of them, followed by OLIVER.Oliver puts his hands in the water.Oliver freshens up his face with this water.Staring out at the view so as not to look at him, ELIO sits down on the grass. OLIVER crouches a few yards away from ELIO on the tips of his toes, as if at any moment he might spring to his feet and go back to the bicycles.ELIO shakes his head. OLIVER waits for ELIO to say something. He stares at him. In the silence of the moment, ELIO stares back. It is the first time ELIO has dared to stare back at OLIVER openly. Before this moment he has always cast a glance, then looked away from Oliver's steely gaze. It is as if, finally, ELIO is saying to Oliver: This is who I am, this is who you are, this is what I want. He stares back with an I-dare-you-to-kiss-me gaze.ELIO doesn't back down. Neither does OLIVER.OLIVER sits down on the grass, then lies down on his back, his arms under his head, staring at the sky.After a long silence:Each leaning on one arm, both stare out at the view.OLIVER thinks about this. Then ELIO blurts out:ELIO doesn't reply. OLIVER moves up close to him. Very close. He stares right in Elio's face, as though he likes Elio's face and wants to study it, linger on it. OLIVER touches Elio's lower lip with his finger, lets it travel left and right, then right and left again. OLIVER smiles at ELIO as he lies there, and that very smile fills ELIO with a kind of apprehension about what will happen next. What happens next is that OLIVER brings his lips to Elio's mouth in a warm I'll-meet-you-halfway-but-no-further kiss, a conciliatory kiss. ELIO's return kiss is so famished he loses himself in it.ELIO doesn't answer. He kisses OLIVER again, lifting his face, as if to discover more, know more. Even with their faces touching, their bodies are angles apart. ELIO lifts one knee as if to face OLIVER.ELIO reaches for OLIVER in a quick, desperate move, lets his hand rest on Oliver's crotch. OLIVER doesn't move. With total composure, in a gesture that is both gentle and commanding, he brings his own hand there, letting it rest on Elio's for a second. He twines his fingers into Elio's, then lifts his hand. A moment of silence.He gives Elio his hand and helps him stand up. He pulls up his shirt to examine the scrape.

They glide down the slope on their bikes, with wind in their hair.

Lunch. A middle-aged ART HISTORIAN COUPLE have been invited to lunch. The man is pompous, his wife no less so, dropping Italian expressions constantly into her conversation. Both are English. ELIO and OLIVER can hardly keep from laughing. PERLMAN shoots his son a warning glance. Before dessert, as MAFALDA is clearing away the plates, and as the others are pre-occupied with a conversation about Antonello da Messina, ELIO feels a warm, bare foot casually brush his. ELIO, thrilled, waits a few moments before withdrawing his foot, so as not to give Oliver the impression he is recoiling in panic. ELIO's foot, after a few seconds, begins to seek the other out. His toe suddenly bumps Oliver's foot, which had not moved away. Without warning, Oliver's foot at once moves onto Elio's. Softly, gently, it begins a caressing motion, never holding still, but rubbing the arch of Elio's foot with the smooth round ball of Oliver's heel, holding Elio's foot in place. The caresses are sometimes tied to the lady art historian's more ludicrous comments in Italian, Oliver's way of commenting on the pair. But it also is telling Elio that this is strictly between the two of them, and is a return to the intimacy of their secret kisses on the grass. We see the stealthy foot-play. For Oliver it is all fun and games, punctuating the conversation. ELIO becomes giddy as MAFALDA serves him ice-cream. As he begins to eat, it notices red spots appearing on the dessert. It's coming from above his head. He realizes that it is streaming from his nose, that he is having a nosebleed.OLIVER, astounded, leaps up and hands him his napkin. ELIO tries to be calm, explains to everyone how "It happens all the time". Holding the napkin to his nose to stanch the stream of blood falling into his dessert, he rises and leaves.

ELIO is in the kitchen looking for ice to stop his nose bleeding, but the freezer is empty.

Later. In a very tight and confined space beside the living room is the Perlman bar. ELIO is sitting on the floor, his head tilted back, and is holding a napkin full of ice - now a mixture of blood and water - on his nose. Beside him is an ice bucket.OLIVER is the bocchirale \[hallway\], looking for him. Elio waves from the bar. Oliver goes over to him. ELIO smiles ruefully.ELIO shifts a little to make room. The place is very tight, his bare feet touch Oliver's ankles for a moment. OLIVER takes Elio's feet in his hands and begins massaging them, pulling on his toes until they crack. ELIO cries out in mingled pleasure and pain.Elio looks again at Oliver's necklace with the Star of David on his chest.Oliver helps Elio up.

In the bocchirale OLIVER meets the sisters MARZIA and CHIARA. They're giggling.

The girls burst into the living room where Elio is lying on the couch. CHIARA sits at the foot of it, MARZIA stands peering down at ELIO. He looks up at her a bit sheepishly. CHIARA takes a cigarette out of a pack and lights it. She takes a drag on it, then holds it out close to the sole of Elio's bare foot. He pulls it up fast.Marzia caresses his hair softly.She holds out her pack of cigarettes to him and he takes one. She lights it for him and he smokes it. CHIARA looks at him coolly, as if looking at a rival.

ELIO walks into the fresh water and swims. Down the river is a group of his FRIENDS playing on the grass, Oliver isn't there. Elio is not unhappy. There is a rippling shaft of sunlight on the water directly towards him. He swims into it.

ELIO makes himself a smoothie in Mafalda's kitchen, cutting up a peach, a banana, then a pear, dates. Mafalda wants to do it for him and tries to take the knife away. To her, a smoothie is a foreign concoction.He puts the cut-up fruit into a blender. While the blender makes the smoothie he glances from the window out in the garden at ANNELLA sitting on the bench overlooking the south garden. She is working on a manuscript. He takes the smoothie out into the garden, it is the last hour of the sun in the waning day. He drinks the smoothie, feeling rested. He calls to his mother.MAFALDA exits from the kitchen. While ELIO goes to sit with his mother.MAFALDA enters the kitchen.ANNELLA caresses ELIO's hair. He abruptly stands up. Then sits down again.

After dinner. ELIO is in the terrazza, waiting for Oliver to return. He tries to read a book but he cannot concentrate.(We notice that he is now wearing his Star of David.)

Late night. ELIO is sitting at his desk, wide awake. He has left the bathroom door intentionally ajar, hoping that the light from the foyer might stream in just enough to reveal his body. As ELIO hears OLIVER step onto the landing in the hall, he jumps back in his bed pretending to be asleep. OLIVER walks past Elio's room without stopping, without even a hesitation, and goes into his own room and shuts the door. A few moments later ELIO hears Oliver open the door from his bedroom into their common bathroom. Then he hears the door into his own room from the bathroom click shut, as if being locked. ELIO sits up in bed.

The next day. ELIO is the last to arrive. He pretends to ignore OLIVER, who is cracking open the top of his soft- boiled egg. ANNELLA looks at OLIVER in a worried way:PERLMAN looks up from his paper.ELIO looks up at this.Both young men listen. At the end OLIVER proceeds to crack another egg. He has big bags under his eyes. He does look gaunt.ANNELLA sighs melodiously, relieved that Perlman's words have convinced him to stay home and rest. She offers Oliver more coffee, tells her seventeen year old son not to slouch in his chair. MAFALDA brings in some apricot juice in a chilled silver pitcher.

OLIVER is doing some work for Perlman, specify. He seems hard at work and does not look up as ELIO approaches. ELIO doesn't know how to break the silence. Then he sees and kicks the volleyball lying under the nearby lime trees. The ball hits Oliver "waking him up" from his work.Oliver throws back the ball at him.Elio stops the ball.OLIVER goes back to staring at the page he is writing and mouthing the syllables. Elio kicks the ball again.INT PERLMAN STUDIO - PERLMAN VILLA - DAY From inside his studio PERLMAN watches the two boys talking on the lawn.

The conversation continues.OLIVER listens, now looking at Elio straight in the face.OLIVER's face softens. He is touched by Elio's forthright and brave avowal.

The vital, pure, and joyful sight of a fresh water spring, the unstoppable stream gushing out from earth.OMITTED

Two young men travelling by bike, riding into town and back... They swam, played volley-ball, ate, drank, and late at night ran into each other on the very same piazzetta where two mornings before so much - but actually nothing - was said between them. Oliver was with a girl, Elio also was with a girl. If he hadn't messed things up with his dramatics, Elio could have enjoyed this for its own sake. Every day they could have ridden into town and back, and even if that was all Oliver was willing to give Elio, he would have taken it.

ELIO and OLIVER walk their bikes along the streets of Crema. ELIO stops and gives a book to OLIVER, who opens it and reads what he has written.

On the return ride, ELIO ignores the turn to "his place", i Fontanili. OLIVER, on the other hand, recognizes it, and as he passes sees the pathway disappearing into the trees. Oliver's POV of the path.

The PERLMANS are sitting having a drink at sundown. They are joined by OLIVER, his hair glistening and slicked back after his late afternoon shower. He makes himself a light drink and eases back into his chair with a sigh of content. His 'star' look beams all over his features.OLIVER smiles and shakes his head.

Later, after dinner. MAFALDA is cleaning up the kitchen. ELIO, restless, comes in and goes to the fridge, scoops up some ice cream into a bowl, and goes outside, eating as he walks.

ELIO stands in the garden with the bowl of ice cream and looks up at Oliver's window. There is a faint glow, like that of a desk lamp. A red bathing suit is drying. From inside we hear the sound of the Perlmans' television.

ELIO, restless, uncharacteristically idle, sits down with his parents to watch tv. The news on tv talk about the first socialist government presently taking power in Italy, under the guide of Bettino Craxi. ELIO half watches. He lights a cigarette.ELIO gets up and goes into his father's study, to his desk, at the telephone. He dials Marzia's number and she answers.OMITTED

Elio and Marzia are wheeling their bikes through the town streets. Elio sees a bookstand and asks Marzia to hold his bicycle. We stay with Marzia who sees Elio feverishly browse through the stand. He finds something he likes and buys it. Returns to her and gives her the book. On impulse, ELIO kisses MARZIA behind the ear. She seems to freeze. He kisses her again and whispers:OMITTED

Outside in the street. They converse as they walk in French.They are walking very slowly, wheeling their bikes. There are frequent bursts of sound from behind shuttered windows: TVs, family arguments, music.They wheel their bikes in the direction of Piazza Premoli, a beautiful town square dominated by a marvellous 18th century palazzo.She thinks for a moment. MARZIA (CONT'D) Pas parce que tu cherches à blesser, mais parce que tu changes toujours d'avis, alors, on ne sait donc jamais à quoi s'en tenir. Tu m'effraies. (Not that you mean to hurt anyone, but because you're always changing your mind, so no one knows where to find you. You scare me.) ELIO leans over in one of their pauses and kisses MARZIA lightly on the lips. She stops by the gate of Palazzo Premoli.Once they are close, he holds her face with both hands and leans into her as they begin to kiss, his hand going up under her shirt, hers goes in his hair. They enter the Palazzo courtyard and enter a dimly lit corner. Her hips respond to his, without inhibition. There is nothing between their bodies but their clothes. She slips a hand between them and down into his trousers.He tries to speak, tells her "You're making me harder" - but she cuts him off.He does so.She is frank, human, vulnerable, eager to confide. She keeps her hand down in his pants as they kiss more passionately, and his hands stray all over her body.

A deserted spot on the river, later. MARZIA and ELIO make love on the grass. He pulls out just in time and ejaculates on her belly. They burst out laughing.

Later. It is now dawn. ELIO is in his room sitting naked at his desk. His small lamp is on. He takes up a school notebook and tears out a page. He begins writing the note to Oliver: Please don't avoid me. He crumples that up. Please don't avoid me. It kills me. He crumples that up too, and writes: Your silence is killing me. He says to himself, out loud,He writes: Can't stand thinking you hate me. He tears that up too, and tries again: I'd sooner die than know you hate me. He laughs, tears that one up, and writes once more: Can't stand the silence. I need to speak to you. He reads this, liking it. He lifts his right hand to his face, smells his fingertips, his palm, then his other hand liking that too. ELIO gets up, folds the last note, and slips it under the door that separates his room from Oliver's.

Breakfast. PROFESSOR PERLMAN sits behind his newspaper, while a very sleepy ELIO cracks his egg. OLIVER walks in, sits down, and without looking at ELIO, says:PERLMAN and OLIVER exchange glances.

ELIO enters his room. He sees the folded note he wrote to Oliver lying on his desk and opens it. Oliver has added: Grow up. I'll see you at midnight. ELIO feels weak-kneed and has to sit down on his bed. He kisses the slip of paper, then holds it against his heart. Then he looks at the time on his watch: 10:30 AM.

OLIVER and PROFESSOR PERLMAN project images of classical athletes in his study. On the screen is a close-up detail of a bronze navel in an impressively muscled stomach. There are several of these, and PERLMAN points out stylistic differences:OLIVER, not unmoved by these images, grins, pats his own belly and sucks in.

At the lunch table. A clock strikes two. Lunch is over and everyone folds his napkin and pushes back their chairs.Elio turning to OLIVER to bring him into the conversation and to test his mood.But OLIVER is non-committal and won't be drawn into the decision. ELIO can't help glancing at his wrist watch, but attempts to hide the gesture from OLIVER by reaching out for an uneaten cookie on a plate just as MAFALDA is removing it. Then, to tease ELIO:Oliver reaches for Elio's wrist, But Elio pulls away and runs up the stairs.

By the abbeveratoio. ELIO is asleep, his face resting on his hand. MARZIA arrives on her bike just as OLIVER leaves on his. They pause in the road to say hello. MARZIA continues towards the house and approaches the sleeping ELIO. She plants a light kiss on his forehead, waking him up. He darts a look at his watch: three fifty-five. Later. MARZIA and ELIO are in the abbeveratoio. She slips her hand inside his bathing suit and takes hold of him like she did in the street the night before.

ELIO and MARZIA, in their swimsuits, run through the kitchen. Elio holds her hand, almost dragging her. They haven't dried up, and are wetting the floor as they go.

AFTERNOON ELIO and MARZIA go up the stairs that take to the upper floor of the building.They enter a small door on the left end of the corridor.

A small and narrow spiral staircase. ELIO jogs up the steps with MARZIA.

ELIO and MARZIA enter the attic, it is filled with old furniture, books, and other unused stuff. Elio moves a mattress that was leaning on the wall and lays it on the ground. They pull off their bathing suits and lie on the mattress, ELIO on top. He takes off his watch, places it on a bed-side table, where he can see it. It is 4:29. The windows are open, but the shutters are half closed. The subdued afternoon light draws slatted patterns on the bed, on the wall, on MARZIA and ELIO making love.

MARZIA leaves just before dinner time. ELIO comes down with her as the evening guests pull up in their car: a GAY COUPLE one tall and thin, the other short and rotund. Both are professors on holiday, and both are wearing purple shirts. Each carries a bouquet of white flowers which they present to ANNELLA. ELIO introduces them to MARZIA. They speak terrible Italian, one starting a sentence loaded with compliments, the other having to finish it. ELIO leads them into the house as MARZIA bikes off.

ELIO finds his father in his room going through all his son's shirts hanging in the closet in order to pick out the unwanted present. He hands it to ELIO, who groans.The shirt isn't so bad: a loose Hawaiian one with big white flowers on a black background. ELIO changes into it.

ELIO bounds into the living room, where PERLMAN is serving LAUREL and HARDY champagne, making something of an entrance. They rise and salute him with their glasses, exclaiming and exchanging delighted glances as their host's beautiful son descends in their midst wearing the shirt they had given him. PERLMAN and ANNELLA look at ELIO for a moment, as if seeing him anew, then pour out a glass of champagne for him. On the table in front of them are a number of big black and white photographs of the bronze Boxer being pulled up out of the water.

ELIO is playing the piano. For his final selection, he has chosen a piece by Poulenc. The others listen almost reverently. His wristwatch is on the piano. As he is concluding, OLIVER comes in from outside and makes his way towards the stairs. The others turn as he passes. He smiles in greeting, and makes "I don't want to disturb you" motions with his hands before disappearing. ELIO is unperturbed. The sudden appearance of OLIVER may inject a dash of fire to the final - if wee-bit hurried - notes. ELIO stands up as his audience applauds and makes a little bow.He shakes hands with the guests, thanks them anew for his shirt, kisses his mother, and runs up the stairs. The big clock shows almost eleven.

Later still. ELIO sits at his desk. He has taken off the Hawaiian shirt and is now wearing a T-shirt. He smokes a cigarette while he writes in his journal. We see his pen forming his thoughts. ELIO breaks off to listen for sounds coming from Oliver's room. Dead silence. His watch says a quarter to twelve. Barefoot, he gets closer to the door that separates the two rooms. He looks through the cracks but sees no light. He returns to his post. He glimpses himself in the mirror and says to his reflection: "Do I know you?". He turns his face from side to side to catch different lights. He goes at the bathroom door to listen, but there are no sounds from inside.

OLIVER is lying fully dressed on his bed, in the dark, smoking a cigarette. A half-full ashtray is resting on the pillow next to him. His espadrilles lie on the floor where he kicked them off. Oliver's expression is enigmatic compared to Elio's, calmness itself. He hears Elio run the tap in their adjoining bathroom and looks up.

In the bathroom ELIO pees. He's careful not to make any noise and aims high. He says softly, looking down at his penis, "Do I know you?" He flushes the toilet and turns off the tap.

When ELIO emerges from the bathroom he hears voices coming up from below as the guests are leaving. He reaches the window and looks down at "Laurel and Hardy" who stand by the car saying their goodbyes and laughing affectionately. The two men get into their car, the PERLMANS waving as it drives away. Right in that moment ELIO rises his gaze and sees OLIVER on the balcony above the main entrance.

ELIO runs into the corridor and reaches the balcony where OLIVER is smoking.ELIO steps close to the ledge.

OLIVER sits on the bed, his legs crossed, looking smaller, younger. ELIO stands awkwardly at the foot of the bed, not knowing what to do with his hands. He keeps putting them in his pockets, then taking them out again.Hestitating, ELIO crawls onto the bed and sits facing him, cross-legged like Oliver, making sure their knees don't touch. Needing suddenly to shed his shyness and inhibitions, ELIO decides he has to lean against something and slides up to the top of the bed, resting his back against the headboard beside OLIVER. ELIO looks down at the bed and at the two of them side by side on it, a moment he has dreamed of. Now here we are, he thinks, hardly able to believe it. As if to highlight that moment, OLIVER stretches his legs out, his bare feet next to ELIO's own.With his toes, ELIO reaches over to Oliver's toes and touches them. He slips his big toe in between Oliver's big toe and his second toe. OLIVER does not respond. Since he is sitting on Oliver's left he figures these are not the toes that touched him at lunch the other day. It was his right foot that was guilty, so ELIO tries to reach it with his own right foot, in a kind of desperately playful mood.Somewhat absentmindedly, awkwardly and without conviction, OLIVER reciprocates the movement, seeking out Elio's other foot. ELIO moves closer to OLIVER, then hugs him. A kind of child's hug, which OLIVER responds to only by saying, half- humorously:ELIO shrugs, not wanting to speak.It does, and ELIO nods yes, then no. Finally, OLIVER brings his arm around ELIO. He doesn't stroke him, doesn't hold him tight. ELIO loosens his own hold for a moment, giving him time enough to bring both his hands, seeking skin, under Oliver's loose shirt and resume his embrace.ELIO nods again, Yes.ELIO shrugs his shoulders, meaning "No need to." OLIVER lifts Elio's face with both hands and stares at him the way he did on the cliff, even more intensely.Then he suddenly pulls back, as if he might laugh, and runs his fingers through Elio's hair, messing it up. ELIO brings his mouth to Oliver's in a fiercely eager kiss. Something seems to clear away between them, and both abandon themselves to the kiss. ELIO hungrily kisses Oliver's closed eyes, his nose, his ears, his throat, discovering them with his lips. OLIVER kisses him back as eagerly, even roughly. ELIO gets under the covers. There are some things lying on the bed that hadn't been removed - a book, some magazines, a pack of cigarettes, and ELIO slips a foot under them as if they weren't there; they all fall onto the floor. OLIVER gets under the covers too and starts to undress ELIO.An eternity seems to pass between Elio's reluctance to make up his mind and Oliver's instinct to make it up for him. They fuck. Bodies are entangled. Elio is flushed, turning from side to side as he alternates obscenities with Oliver's name; Oliver's face is more implacable, his lips softly repeating what ELIO says, until he bends forward to say to him:They continue their rhythm, taking ELIO in a realm he has never known before, and murmuring his own name as if it were Oliver's: Elio... Elio... Elio. The Star of David bounces on Oliver's chest. A LITTLE LATER OLIVER pulls out and says to ELIO (Oliver) that he is going to come. ELIO watches the formidably discreet, formidably cool OLIVER make faces and peak before his very eyes. When he comes, it's all over Elio's chest, saying "I want to! I want to!". It is a shock at first when OLIVER spreads his semen out with the palm of his hand over Elio's stomach and chest. OLIVER, still straddling ELIO, picks up his billowy blue shirt from the floor and cleans him with it.OLIVER doesn't answer and tosses the shirt aside. He takes ELIO in his arms, looks down into his face. He smooths out Elio's hair with his hand. ELIO is falling asleep. OLIVER continues to hold him.

Dawn. Light is coming in. OLIVER is still cradling ELIO in his arms but has shifted to a more comfortable position for them both. ELIO opens his eyes, sees OLIVER looking down at him but instead of smiling or lifting his face to be kissed, he closes his eyes again, as if blotting OLIVER, the bed, the room, and all that has happened out. He tries to sit up, stretches his limbs, and pulls the sheet over his nakedness. OLIVER stares at him, as if to register Elio's morning after emotions.ELIO shrugs the comment away not wanting Oliver looking into his heart.ELIO stays put on Oliver's bed out of an exaggerated sense of courtesy. Relenting, he smiles back at OLIVER for the first time, though he wishes at that moment for OLIVER to be miles away.ELIO reaches up and hugs him, then closes his eyes. OLIVER continues to study his face, his own expression one of uncertainty. With his eyes still shut, ELIO says, "You're staring at me." But at once he opens them again and sits up, brushing Oliver's hand away, and rises gingerly from the bed.

In the dim light of dawn, OLIVER and ELIO leave the villa on bikes.

At the river, OLIVER walks knee-deep in the water with the blue shirt on, then dives in and swims away. Elio is swimming 200 meters away, from a distance they look like two complete strangers.

ELIO and OLIVER walk towards their bikes.He said this too swiftly to sound convincing.

Back at the villa. There are some sounds from the kitchen but OLIVER and ELIO succeed to get back home without being seen. They reach their respective doors and, while ELIO is going in, OLIVER hesitates before going through his and steps into Elio's room instead. ELIO is taken by surprise. OLIVER shuts the door.Surprised, ELIO, who doesn't have it in him at this moment to disagree, lowers them and gets out of them. He feels awkward.ELIO does, and almost before he's settled, OLIVER brings his mouth to Elio's penis and takes it all in (off-screen).He jumps up and goes out in an instant. ELIO lifts himself out of the low chair carefully and pulls on his pajama bottoms. Then he throws himself across his bed.

Breakfast. The PERLMANS, MAFALDA coming in and out from the kitchen, ELIO. Then OLIVER comes in and sits next to him. When no one is looking, OLIVER slips his smooth foot under Elio's, as if snuggling it there, instead of placing it on top as he always had before. Calmly, he focuses on his soft-boiled egg. They eat breakfast.Everyone laughs, Oliver also is amused.The thought of Oliver's departure marks a shadow on Elio's face.More laughing. OLIVER leaves the table and walks away. ELIO stands and follows, as his parents look at him.

ELIO pulls his bike out and at the gate, a bit gingerly, sits on it. It hurts, but he goes after Oliver.

The central square with Crema's Duomo. ELIO sees OLIVER at the newstand, sitting on his bike and scanning the headlines of the International Herald Tribune, before heading in the direction of the post office. ELIO rushes up to him.OLIVER stands still, dropping his hand with the bundle of unsent letters, and simply stands there staring at ELIO, shaking his head.OLIVER repeats his own name three times in Elio's ear.

MAFALDA is washing dishes in the kitchen. She clears away the dessert plates from lunch with their fruit peelings. ANCHISE enters the room with a basket full of huge, glowing, succulent-looking peaches.MAFALDA points to the fruit bowl at the center of the table. ELIO enters the kitchen from the outside, with a book in his hands and a towel on his shoulders. His eyes fall on the freshly picked fruit. He picks out two and leaves the room.

On the stairs he meets ANNELLA on her way up to nap and kisses her. She looks pleased by this unexpected show of affection from her teenage son. He eats a peach.

ELIO enters the attic. Puts the remaining peach on the old bedside table and lies down on the mattress where he made love with Marzia. He opens his book and starts reading but, easily distracted, starts looking outside the window at the glorious summer sky. He tries reading again, but still no chance. His gaze scans the room, the abandoned objects, the dark corners... the peaches. He stretches out his hand to one and plays with it. He turns its crease towards him. Then opens it half-way with his thumbs and pushes the pit out. The pit falls on the attic floor. He brings the fuzzy, blush-colored peach to his groin and lowers his swim trunks. He presses himself into it until the parted fruit slides down his erection. The fruit is leaking on him. Though firm, it breaks apart. Holding the two halves of the reddened core in either hand, he begins to rub himself with them. When his orgasm comes, very soon, he carefully aims the spurts into the open peach. "What a crazy thing this was!" he thinks, as he holds the fruit in both hands and looks around. He places the two halves of the raped peach on the bedside table and covers himself with the towel. Later. Elio wakes to the sound of someone entering the attic.OLIVER sits next to him on the mattress. He starts kissing him on one arm. He removes the towel to reveal, to his surprise, that Elio is not wearing his swimsuit. He then swiftly leans down bringing his lips to Elio's groin, but after a moment he looks up with a questioning expression.OLIVER looks at the broken peach beside them. He picks it up.ELIO nods in mock shame.Oliver pulls off his bathing suit.He peers into the peach for a moment, ELIO pretends to hide his eyes.But OLIVER dips a finger into the core of the peach and brings it to his mouth.OLIVER holds it farther away.ELIO lunges out again to grab the fruit from Oliver's hand, but with his other hand OLIVER catches hold of his wrist and squeezes it hard.ELIO reaches out to him, bursting into tears. He muffles his sobs against Oliver's bare shoulder. Then OLIVER holds him close.They kiss as lovers committing themselves.

The same night. The Perlman house is mostly dark, the window shutters all closed. There is a little light out in the hut next to the garage, where Anchise sleeps. We see him through the window, sitting at a table working on something. He has taken some tool apart and is cleaning the pieces, filing an edge of metal and so forth.

Through another lit window, in Mafalda's part of the house, we can see MAFALDA ironing. She is carefully pressing the sleeve of Oliver's blue shirt.

The garden of the villa in the darkness, alluring and enigmatic.Silence.

From the open window of their bedroom the Perlmans can hear Elio and Oliver talking. Not the words. But the tone of the conversation is undeniably intimate. ANNELLA is on a small sofa. PERLMAN is already in bed, they look at each other for a long moment. The off-screen voices are almost whispers, they continue. PERLMAN stands, moves a sofa chair to be closer to his wife, then sits on it. He takes her hand and kisses it.ANNELLA smiles at her husband. Aroused, he reaches over for Annella to pull her toward him.

Next day. Oliver's blue shirt is on a hanger, all clean and pressed by Mafalda, with an attached note: "For Oliver, from Elio." Elio strips off the shirt he's wearing and puts on the fresh one from Oliver. He looks at himself approvingly in the mirror after buttoning it up, then says to his image: "I do know you, and you're not so bad." He unbuttons the top couple of buttons in order to acquire Oliver's more laid-back look.

ELIO wears the shirt down to breakfast. No one comments on it, including OLIVER, who puts his bare foot under Elio's when he takes a seat. MAFALDA puts an egg down in front of OLIVER, but before she can prepare it for him ELIO takes it and expertly cracks the top for him with his spoon. PERLMAN observes his son's protective concern that no speck of the shell should fall into Oliver's egg.Oliver's foot under the table resting on Elio's signals that maybe he should let it go and he seizes the second egg, cracking it himself.

Later. ELIO runs down the stairs wearing a bathing suit and OLIVER's blue shirt, carrying a towel. The front door opens and MARZIA walks in. She looks at him questioningly. ELIO would like her not to be there.Elio doesn't know what to say, or do.Elio doesn't reply. MARZIA leaves, trying to keep from crying.

By the pool. PERLMAN and ANNELLA sit at a table in their bathing suits having a drink. ELIO and OLIVER sit on the edge of the pool at the other end, their feet in the water.OLIVER, thinking they are unobserved by the others, caresses Elio's foot next to his in the water with one of his own. Perlman sees this from where he is sitting with ANNELLA, and nods to her in the boys' direction. She looks over towards OLIVER and ELIO.Perlman laughs with his wife.

OLIVER and ELIO, still wearing their swimsuits, are in front \* of the War World I Memorial for Fallen Soldiers, in the nearby town of Pandino. Elio crosses the steps and tries to \* put his arms around it; he stands there spread-eagled. \*OLIVER goes up and his arms flung out. Then attacks the \* problem from the other side of the monument, facing it, and \* putting his arms around it in a kind of embrace. \* Unseen by them, a young couple - a boy and a girl - are \* embracing in the underbrush nearby. They smile at the two \* young men and renew their own hugging. They look like a \* shepherd and shepherdess, wearing simple, everyday work \* clothes. \* Unseen, they watch ELIO and OLIVER, whose extended fingertips \* almost touch, but not quite. \* They are still several inches apart as they stretch their \* bodies, exhaling with their effort. But the stone gleams \* stubbornly in the space between their fingers. \* OLIVER decides to cheat, and moves in ELIO's direction, until \* they make contact. They yell and OLIVER gathers ELIO into his \* arms and kisses him. \* The boy and girl in the shadows resume their own kiss. \* OLIVER puts a hand inside ELIO's bathing suit, but ELIO \* pushes him away. \*The two young men run back to their bikes and ride off, \* watched by the young couple. The "Shepherd" moves his hand \* on the breast of the "Shepherdess," and she lets him keep it \* there. \*

They're too big for even two men to \* get their arms around. \*

OLIVER puts his suitcases in the open trunk of a waiting coach. He is saying his goodbyes to the PERLMANS before he and ELIO get on it. ANNELLA kisses Oliver with great affection; PERLMAN shakes his hand warmly, all formality gone. Both say "Come back soon!" The driver closes the trunk. ELIO says goodbye to his parents, unable to hide an honest smile of happiness. Chiara arrives driving her bike to salute Oliver but the coach is leaving... The Perlmans and Chiara watch the coach drive away as Elio and Oliver take seats inside it.

Oliver smiles and waves to Chiara on the half-crowded bus. OLIVER dozes off, his head on ELIO's shoulder. ELIO looks at him, his gaze full of unaccountable emotions. Outside the window the summer landscape changes from the flat plains into the first alps, the Orobie.

A small forest of beech and fir trees. ELIO and OLIVER walk on a trail with their backpacks. They cross a small bridge over a creek and reach a large grass field, looking towards the mountain patiently awaiting something. Oliver looks at ELIO and hugs him, a friendly grab-hug. Then a hand moves down on Elio's thigh, and he looks around. The explosion of water in the mountain is violent and unexpected. The river leaps three times on the rocks before it reaches the bottom of the valley. OLIVER jumps up and in a very American impulse howls at this spectacle of water. ELIO laughs. They run to the water and disappear into the cascade.

ELIO and OLIVER enter their hotel bedroom in Bergamo. They look around and laugh, for no apparent reason. Later. There is a large window looking out over the front entrance of the hotel and a parking lot adjoining it. OLIVER stands looking out as ELIO comes up from behind him, putting his arms around Oliver's waist. Both are wearing boxer shorts.

Elio and Oliver are drunk. They stroll in the streets of the old town, stumbling, laughing. Taking advantage of a deserted alley OLIVER pushes ELIO against the wall and kisses him. Then suddenly stops.Among the soft sounds of the sleeping city is a distant melody.Elio tries to kiss him again but Oliver grabs his hand and pulls him away.

In a small square in the old part of town three young men and a girl are leaning on a wall. They are wearing oversized jackets and make-up; they are early examples of the "New Romantic" fashion. At their feet is a radio playing "Love My Way", the song that was also playing at the open-air dancing bar a few weeks earlier. OLIVER looks at ELIO as if to say "See?", then salutes the youngsters, only to be ignored.The New Romantics seem uninterested. OLIVER starts dancing, as we already saw him do, alone. He then grabs the girl, intending for her to dance with him, and it seems like the situation could go badly.So the other New Romantics join the dance, with their syncopated moves. ELIO doesn't dance, he looks, uncertain. At the song's climax he bursts out puking suddenly and abundantly.

Davvero? Li abbiam visti anche noi in concerto! Siamo andati a Londra facendo l'àutostop... (Really? We saw them in concert too! We hitch-hiked to London...)

OLIVER holds ELIO's forehead as he pukes. Elio stands away from the wall making an "I'm okay now" gesture, and goes to the fountain nearby to splash water on his face.Oliver looks around to check that nobody is looking and starts kissing him again. Elio lets himself go. With his eyes still closed he hears male voices passing nearby muttering something against them, but he doesn't care. IT'S THE KISS OF A LIFETIME.

OLIVER and ELIO are hugging on their hotel bed. OLIVER looks at ELIO sleeping. A HISSING sound in the distance.

It is the sound of a train arriving at the station, on the main platform. ELIO and OLIVER together look at the train come to a stop. ELIO is wearing Oliver's blue shirt. On the platform are a few travellers ready to leave. Oliver's bags are those for his trip back home; they are about to say goodbye. The train doors open, some people come out, others get in while saying their goodbyes to their counterparts. Elio and Oliver aren't moving, they try to delay the inevitable, if only for a few seconds. The voice on the intercom informs that the Express train for Rome is about to depart from Platform 1.The travellers are all on the train, except for Oliver.. The conductor is a few cars down, looking at his watch. A moment of suspended, cruel silence.Elio listens to these words, which Oliver starts to sing sweetly, whispering.They hug. OLIVER grabs his bags and enters the train. The train leaves. Elio watches it disappear in the distance. Wiped out, he walks along the platform and sits on a bench, his gaze lost in thoughts. After a long beat he stands and go to the...

ELIO dials a number on a public phone, he does so mechanically. A few moments later somebody picks up.

ANNELLA is with ELIO in the car. She is driving back to the villa. ELIO is silent. Oliver's blue shirt is open over Elio's bare chest and blows in the wind. She looks at him. She reaches out with her free hand and caresses his cheek, the sweetest gesture. Elio's face crumples. He starts to cry. She wipes his tears away with her free hand but he cannot stop. EXT STREETS OF TOWN - AFTERNOON The Perlman car is parked in town. ELIO is alone, sitting on the passenger seat. The car's radio is playing some summer song. In the distance, a group of Elio's friends are walking about. Among them is MARZIA, who notices the Perlman car, then Elio. She waves at her friends and leaves them to come towards him.Elio notices her only when she is close.Elio tries straightening up to hide his emotions, his face recently upset by tears.Elio nods, smiling back at her.Elio is surprised and comforted by Marzia's words. She extends her hand to him.Elio shakes her hand, then exits the car and hugs her, sighing. Annella is approaching.

The car comes through the gate. ANCHISE comes forward and offers to carry the backpack up to his room, ELIO tells him that backpacks should be carried by their owners.ELIO avoids his eyes, not wanting to encourage him to say anything further, and goes inside.

ELIO meets MAFALDA coming down the stairs.ELIO frowns, angered by this news.

Elio's room, in which Oliver has stayed. Alone now, ELIO enters it and looks around. Everything of his has been put back, his clothes in the closet and drawers. He drops his backpack on the floor and throws himself down on the sunlit bed. The bedspread is the same. He closes his eyes. He is glad to be back in his old room, now full of sustaining memories of Oliver.

Professor PERLMAN is sitting in his usual place, but his chair is turned out to face the garden. On his lap are proofs of his latest book. He is drinking. Three large citronella candles next to him keep the mosquitoes away. ELIO comes into the room to say good night. His father puts away his manuscript with a toss and lights a cigarette - his last of the day - using one of the citronella candles.PERLMAN takes a drag from his cigarette, then pauses a moment before speaking.Another pause, and another drag on his cigarette.In tapping his cigarette and leaning toward the ashtray, he reaches out and touches Elio's hand. PERLMAN alters his tone of voice (his tone says: We don't have to speak about it, but let's not pretend we don't know what I'm saying).ELIO looks at his father, then drops his eyes to the floor. PERLMAN (CONT'D) Look - you had a beautiful friendship. Maybe more than a friendship. And I envy you. In my place, most parents would hope the whole thing goes away, to pray that their sons land on their feet. But I am not such a parent. In your place, if there is pain, nurse it. And if there is a flame, don't snuff it out. Don't be brutal with it. We rip out so much of ourselves to be cured of things faster, that we go bankrupt by the age of thirty and have less to offer each time we start with someone new. But to make yourself feel nothing so as not to feel anything - what a waste! ELIO is dumbstruck as he tries to take all this in.ELIO shakes his head.PERLMAN takes a breath.

The Perlman villa in Winter. A foggy day. Six months later, ELIO walks in the countryside that surrounds the villa.He crosses the gate and comes back in the garden. He enters the house.

They had become each other that summer. And long after every forked road in life had done its work this would always be true. Their lives scarcely touched in those weeks together, but they had crossed to the other side, where time stops and heaven reaches down to earth and gives us that ration of what is from birth divinely ours. They could look the other way and speak of everything but, they would always know. They had found the stars, Elio and Oliver. And this is given once only.

ELIO walks through the kitchen and up the stairs. The telephone rings and ELIO runs down the stairs to answer it, an expression of excited expectancy on his face. It is OLIVER, calling from New York.There is a long silence. ELIO's genuine congratulatory smile fades. Just then ANNELLA appears, and ELIO hands it to his mother.She and PERLMAN exchange greetings with OLIVER."Wonderful, wonderful!" they say. When they go out, PERLMAN hands the receiver back to ELIO, who reaches for it before they can hang up.

From the way your father spoke - he made me feel like a member of the family - almost like a son-in-law. You're lucky. My father would have carted me off to a correctional facility.

The PERLMANS and MAFALDA are at a big table spread out with what look like application letters, with photos attached. It's the ritual that takes place every year, they evaluate several letters of proposal sent by advanced graduate students in America, or young aspiring scholars from there. It's the ritual that brought about the choice of Oliver last year. ELIO enters the room, he looks over the photos, the resumés. There are half a dozen young men and a couple of young women.But Elio is not interested in this. They watch him leave the study.

Elio enters the dining room all dressed for the celebration lunch. Light is dimming outside the windows. Activities around the table between Annella and Mafalda (placing flowers, lighting candles etc). Elio crouches in front of the fire. His face lost in thoughts. The entire end credit scrolls on his close up. Near the endElio is so deeply in his thoughts that only after a long beat after Annella calling him he turns toward the sound of her voice. Fade to black.

FADE IN :SUPER : ARDMORE , PENNSYLVANIA A verdant landscape of rolling hills , lush countryside , and ambient peace .

A small , quaint , two-bedroom farmhouse : a classic . Nearby , a small barn -its paint chipped , wood worn- sits nestled within the setting . The homestead feels slightly abandoned , the facade -especially the roof- in dire need of an overhaul .

The hour hand of an old , electric clock shifts slightly , marking six a.m. A soft alarm sounds . Beneath the blankets , a body shifts , a weathered hand reaching out to silence the antique . A beat ... a sigh ... a groan ... and JOHN WICK -early sixties , salt-and-pepper hair , three-day beard , former boxer , former military , tired , beaten down , and at wit 's end- sits up , staring unblinkingly out at the day . A beat ... and he stands , donning a weathered robe and a pair of slippers . John stuffs his hands into his pockets ...

... and shuffles down the corridor , the walls overflowing with family pictures , each badly in need of dusting . They catalogue a long and healthy life with his wife , Norma ; the pictures presenting a time line of sorts . No children , yet sheer , unadulterated happiness .

As John makes his way through his home , we can see that it is cluttered and unorganized . Dirty , in fact , as if it has n't been cleaned in months .

John opens the door , retrieves the newspaper , closes , and locks the door behind him , without giving the outside so much as a glance .

John unceremoniously tosses the newspaper onto the table , opens a cupboard , and measures out a couple of tablespoons of Folgers Coffee into an old percolator . As it begins to bubble , John open the fridge , studies its contents for a moment or two , and then closes it , abandoning the thought of breakfast . He pours himself a cup of coffee and sits at the table . The newspaper is ignored . He drinks in silence for a long , dark , brooding moment , the loneliness almost unsettling . Suddenly , the phone on the wall RINGS . John lowers his cup , staring at the device , his eyes tired . A beat ... and he stands , walking slowly to answer it .As he listens to the voice on the other end , John remains still ... stoic .John hangs up the phone and returns to the table , sinking slowly down into his chair . A long beat ... ... and John begins to weep , his hands trembling as he lowers his face in excruciating , utter , and complete sorrow .FADE TO :

This is Wick. John Wick, that's right. Yeah, it has been awhile.

Y'know, I have n't been here in years. When did the old girl get a facelift?

Can you send me up a hamburger - rare, mustard, onions, pickle- and fries?

My name is John Wick. You took my car. You killed my dog. Where... is Iosef?

As for the car, I got that back, but as for Moose, well... I'm takin' a page from Exodus on that one : an eye for an eye.

Adah and Zillah, hear my voice ; Wives of Lamech, listen to my speech. For I have killed a man for wounding me, even a young man for hurting me. If Cain shall be avenged sevenfold, then Lamech seventy-sevenfold.

She got the card, the flowers... she knows you -all of you- loved her.

No, no, Jenny... go right ahead. In fact... please do. I'd like to hear it, too.

Just because I'm good at killin'... does n't mean I like it all that much.

You do n't have to worry about that anymore. I'll be going to bed soon.

Excellent. I'll need a car, and... well... something a bit less trivial.

What am I doing, Marcus? I mean... it is just a... was a... dog, but...

Having shaved and showered , wearing an old -but well-fitted- gray suit , John pushes open the garage door ... ... to reveal a legend in dire need of a total overhaul : a black , 1969 FORD MUSTANG ` BOSS 429 ' . A smile plays at his lips as John walks into the garage , running a hand along the chassis , desperately in need of a wash and wax . Behind him , the wall is lined with tools : a mechanic 's dream enclave . JOHN ENTERS-

-and closes the door behind him . John takes a moment to breath it in : he loves this car ... although he has n't taken very good care of it as of late . A beat ... and he slips the key into the ignition , twisting it , the motor coughing to life , the exhaust pipe belching black smoke .

The vehicle pulls out of the garage , stalls briefly , come back to life , puttering on down the road .

Carrying a humble bouquet of yellow daisies , John slowly makes his way down the eerily empty corridor . He pauses before a picture on the wall , glancing at his reflection upon the glass . He takes a deep breath , exhales , and enters a room .

John slowly approaches the figure lying in bed : surrounded by machinery , accompanied by the soft sounds of technology . He removes the wilted daisies from the vase , tosses them in the trash , and replaces them with fresh ones . He pulls over a chair , reaches out , and takes Norma 's hand : she is comatose , her breathing synthetic ... so many machines ... so many wires , tubes , and monitors . We never see her face : just her silhouette . He holds her hand for a long moment in heavy silence . Behind him , the DOCTOR -of a similar age to John- enters , placing a hand on John 's shoulder . John lowers his head , and nods . With a bit of effort , he stands , staring down at her for a long moment , never once releasing his grip , and leans over to kiss her on the forehead .A beat ... and John nods . The doctor turns off the machine ; lights dim , the room settles into silence , and Norma 's body grows still . The Doctor leaves John to be alone with his wife .FADE TO :

John pulls into the building ... ... and sits behind the wheel for a long moment ... ... his eyes unblinking ... ... so very alone ...

John stands before the wall of pictures , statuesque as he studies them ... unmoving ... And then , he snaps ; his hands gnarled into first , roaring with rage as he punches the pictures , ripping them from the wall , tossing them aside , eventually collapsing into a heap , out of breath , his knuckles bleeding . A long beat ... and he chuckles softly , pulling himself to his feet .

Unlike the rest of the house , this space is pristine and organized : one half designated as an impressive wood shop , the other an office space with a lazy boy recliner and tube television . John sits at his desk with a pencil in hand , a pad of paper before him , thinking . A long beat ... and he sighs with a smile , placing the pencil upon the pad before sliding them both aside . John unscrews the cap off the bottle of scotch and pours himself a healthy dose . He opens his desk drawer , reaches into the back , and finds an old pack of cigarettes , half-empty . He taps one from , places it between his lips , and lights it , taking a deep pull . He holds it , and exhales , his body relaxing . He finishes his drink along with the cigarette , pours himself another ... ... and then opens a BOTTLE OF PILLS ( The label reading NORMA WICK and OXYCONTIN ) , pouring them into a small mound upon the desk . He stares at them for a long moment ... ... before selecting one , studying it , sighing and- A KNOCK AT THE FRONT DOOR . John freezes , not sure as to how best to proceed . A beat ... and someone KNOCKS a second time . John sighs , drops the pill back onto the mound , and walks upstairs .

A DELIVERY WOMAN waits for him on the doorstep . John opens the door .She hands him a clipboard and a pen .In a daze , John signs the clipboard and hands it back to her .John hands her the pen .The Delivery Woman hands him a card and a PLASTIC CASE by the handle which he takes without looking .John nods , and -as she takes off- heads back inside .

John closing the door behind him ... ... and is startled by a small BARK . A beat ... and he looks down to find that he is actually holding a small PET CARRIER . He lifts it to look inside : the face of a young , tri-colored ( black , white , and brown ) , CHORGI ( half-Corgi , half-Chihuahua ) looks out at him , her tail wagging fiercely . She barks again , and John lowers it , confused .

Holding the envelope in his hands , John sits across from the carrier which he has set upon the table . Inside , the Chorgi lies with paws crossed , studying him , tilting her head from side to side . A beat ... and John opens the letter . The card inside is simple ; white with a single DAISY drawn upon it . John smiles , instantly knowing who it is from , running a thumb along the face of the flower . He hesitates , but opens the card .Tears begin to well in John 's eyes .John lowers the letter , wipes the tears from his cheeks , and stares at the puppy ... chuckling .John reaches across , and flicks open the pet carrier .The Chorgi scrambles out of the cage and studies him ; sniffing , licking , and barking .John checks the collar to find a DAISY-SHAPED medallion which READS-As if in reply , Moose barks .FADE TO :

Dear, John. If you have received this, then I have not survived the surgery.

But you've still got a life ahead of you, and I intend for you to live it. You may think you've hidden things from me, but you have n't. I know you. And should this reach you in time -which I pray it has- I beg you, I implore you, to stop. To think. To live.

I love you, John. With all my heart. Our years were good. The best, in fact. But I'd rather see you later... than sooner... your best friend... Norma.

SUPER : THREE YEARS LATERThe homestead has been completely overhauled with a new roof on the house , the barn having been painted , the yard attended to ... a picturesque scene worthy of a postcard .

The alarm sounds , followed by silence when a heavy hand drops down upon the snooze button . THUMP . THUMP . THUMP . Silence . THUMP . THUMP . THUMP . Silence . THUMP . THUMP . THUMP . A beat ... and John sighs , pulls back the covers , and kicks out his legs , sitting on the edge of the bed , rubbing his eyes . THUMP . THUMP . THUMP . John glances over at MOOSE who lies on the bed , her paws crossed , held tilted , and tail excitedly wagging in notes of three .THUMP . THUMP . THUMP .BEGIN MONTAGE- John fries up a couple of pieces of bacon and adds them to his plate of scrambled eggs and toast . He kneels down next to Moose 's bowl and pours some of the bacon grease over the kibble . As John takes his seat at the table to enjoy his coffee , breakfast , and newspaper , Moose devours her meal . - With his car tilted up by jack stands , John lays upon a creeper cart beneath it , changing the oil as -nearby- Moose lies in the sun , fast asleep . The vehicle is pristine : fully restored and lovingly detailed . Finishing up , John slides out from beneath the vehicle , and wipes the grease from his hands with a shop towel .THUMP . THUMP . THUMP . - At an abandoned airfield , the Mustang roars down the open stretch of landing strip as Moose stands at the open window , tongue wagging in the air . John is in his element : calm , cool , and collected behind the wheel of his car ... almost as if it is a natural extension of himself . He deftly shifts gears , reaching speeds in excess of 120 miles per hour before hitting a long patch of gravel , shifting , spinning the wheel , and skidding -while remaining in full control- as the wheels skim over the earth . Moose barks . John smiles , reaching over to scratch her on the back .- At a small park , John sits at a picnic table , eating a sandwich as he works his way through a small book of crossword puzzles . A cup of hot coffee rests nearby as beneath the table , Moose gnaws on a tough piece of rawhide . -At a gas station , Moose barks at passing bikers as John fills the tank . IOSEF TARASOV -mid-twenties , thin , oiled hair , sunglasses , hipster , douche-bag- parks his vintage BMW next to the Ford and as he gasses up , motions .Iosef smirks with a shake of his head .Taken aback by John 's fluency , he watches as John enters the vehicle , guns the engine , and drives off . - John dozes on the couch as -between his legs- Moose snores softly . - As John washes his car , Moose chases after birds before - exhausted- laying upon her back in the sun , stretching as she gnaws upon her favorite stuffed animal . - With a glass of scotch resting on the end table beside him , John sits in his weathered La-z-boy recliner with his reading glasses on , a book before him , and Moose curled up , asleep in his lap . A beat ... and John closes his book , finishes his SCOTCH--and stands , with Moose leaping to the floor , leading the way back upstairs . - Moose lays on the foot of the bed , tail wagging . John smiles , scratching her belly .John climbs beneath the covers , sighs , and slips off to sleep as does Moose .END MONTAGEFADE TO BLACK : FADE IN :

I gots my ways, yo! Now, it's hot as shit, so I wan na paint job, papers, fuckin-

John awakes to hear Moose growling with tail thumping , sitting before the closed door .John groans as he rolls out of bed .John opens the door . Moose barks , and sprints off into the darkness .We hear a THUMP and a YELP .John runs into-

-and freezes at the sight of two MASKED MEN ... ... a half-second before a THIRD MAN steps into frame and drives the butt of his shotgun against the side of John 's head . He drops to the floor , hard . JOHN 'S POV : Across the room , the silhouette of Moose 's body faces him , her breathing labored .One of the masked men , LIMPS by , dragging his foot slightly , an old injury or birth defect .Voice # 1 chuckles enjoying this as he sucks on a fresh mint .One of the men kneels down next to John , pulling back his mask to reveal his mouth which grins upon him with white lacquered teeth : it is IOSEF .Iosef cold cocks John as we-SMASHCUT TO :DARKNESS . Silence . ... a long beat , then ... ... thump ... ... long beat , then ... ... thump ... ... a long beat , then ...FADE TO :

Then shit... let the fuckin' babushka fade away and let's get the fuck outta' here.

A small tail rises slowly , and lands with a soft `` thump '' . John stirs with a groan , and opens his eyes ... ... to find Moose 's nose touching his cheek . He suddenly sits up , remembering .Moose takes a shallow breath ... ... thump ... John begins to unravel , hands trembling .He touches Moose 's side , and she whimpers . John recoils ... ... and sees the trail of blood from where she was first injured ... ... having pulled her broken body over to his side . John lies down beside Moose , and softly ... tenderly ... cradles her head in his hand , rubbing her cheek with his thumb . Moose relaxes , licks his thumb , sighs one last time ... ... and grows still . John pulls himself up into a sitting position , cradles Moose 's still body ... ... and begins to cry ... ... rocking back and forth .FADE TO :

John remains sitting on the floor with Moose in his arms . A long beat ... and he stands ; an old , weary , and defeated soul .

John flicks on the light and walks down the stairs , gently placing Moose 's body upon his work bench . He searches a shelf and finds a large box which he unfolds ... ... placing Moose 's body within . A beat ... ... and John reaches down to retrieve Moose 's stuffed animal from the floor , placing it down beside her . With a tender -careful- touch , John removes Moose 's collar , placing it -almost with reverence- upon a nail in the wall . John stares down at his dog for a long moment ... ... before closing the box .

John digs a small grave ... ... places the box , staring at it for a long moment ... ... and then fills the hole .

On his hands and knees , John brushes the blood from the floor .

John takes a long , hot shower . He sprays a bit of shaving foam into his hand , unfolds his ceramic razor , stares at it for a long moment ... ... and begins to shave . As he does so , the stress leaves his shoulders , his eyes unblinking , his movements precise . With every flick of his wrist , John seems to change slightly : his features hardening , relaxed , and yet wound tight

John gets dressed , but the outfit is slightly different than we are used to seeing : dark , tailored pants , crisp white shirt , Italian shoes , and a black , leather jacket . The look suits him although it is a tad bit unsettling , making for an intimidating veneer .

John sips coffee -no breakfast- alone at the table , staring at the wall . Like clockwork , he lifts his mug , sips , lowers it , waits patiently , lifts , sips , lowers ... ... there are no micro-emotions , but it is anyone 's guess what is taking place in his mind .

John leans heavy against the wall , staring at the pictures . We now notice that among the images of John and Norma ... ... are also pictures of John and Moose . John lowers his head with a sigh , massaging his brow , lost in thought . When he raises his face ... ... the change which has washed over him ... ... is complete .FADE TO :

John sits alone in the middle of the bus ... ... staring straight ahead ... ... unblinking .FADE TO :

A 24/7 chop shop , this facility is populated by dozens of hardened criminals , but has become the only family anyone knows . This is a tight knit , loyal , and talented crew . A number of vehicles are being repaired , dismantled , painted , and the like : a non-stop flurry of activity . Walking the floor , AURELIO -late sixties , hard eyes , soft smile , the father figure of this little family- banters with his crew before pausing to help lower a new engine into a car .

John 's Mustang roars down the street , tires clawing at the earth as it rounds a tight corner .

Perched behind the wheel , IOSEF smiles as , in the passenger 's seat ... ... VIKTOR -mid-twenties , short , stout , a pronounced LIMP , well-dressed , gawdy jewelry , terrible glasses- and , in the back seat ... ... KIRILL -early thirties , enormous , muscular , meathead- cheers him on .

-pulling into an empty space . A pair of OLDER MECHANICS notice the car , share an emotionless -yet knowing- look , set down their tools , and calmly leave the building . Iosef , Viktor , and Kirill pour out of the vehicle , laughing .Iosef sees Aurelio walking towards him , his gaze locked onto the Mustang , recognizing it .Aurelio opens the driver 's side door , reaches up behind the visor , and pulls out the registration card which reads JOHN WICK .Aurelio quickly replaces the card .By now , everyone in the facility has stopped working , watching the drama unfold .We own you . You do what we say .Aurelio motions towards the car .Aurelio 's eyes grow wide ... knowing . Surprising even himself , Aurelio rears back and delivers a powerful blow to the center of Iosef 's face , shattering his nose . Stunned , Iosef reels and drops to a knee , cradling his face , blood seeping between his fingers . In a knee jerk reaction , Kirill pulls his gun . The atmosphere immediately grows tense , the air still , as - throughout the building- Aurelio 's mechanics each reach for a hidden weapon : knives , machetes , guns , and the like . Aurelio glares -unblinking- at Kirill as he walks towards him .Aurelio presses his forehead against Kirill 's outstretched gun .Kirill smirks , and flicks off the safety .Kirill blinks , faltering in this game of brinkmanship .Silence ... ... as Viktor lowers Kirill 's arm and we can see he is relieved that Viktor intervened .Viktor and Kirill help a still dazed Iosef to his feet .FADE TO :

I'm talkin' about you takin' this fuckin' car and gettin' the fuck outta' my shop.

If I turn down the work, the Russians turn to Takeshi and his crew. You'll find them down on Third and Main.

He moves about... from one place to the next... he's put Iosef under his thumb... wherever Viggo goes, so does Iosef.

The bus pulls away from the curb ... ... and John crosses the street , making a b-line for Aurelio 's automotive .

John enters the building which is silent : everyone is gone . John carefully makes his way through the floor , rounding a shelving array to find Aurelio -a cigarette dangling from between his lips- sitting at a folding card table , his hands folded in front of him , a bottle of Campari and two glasses resting nearby .Silence . Aurelio flips over the glasses and pours two drinks .John takes a glass and slams back the drink , swallowed in a single gulp .John turns to leave , but hesitates .John nods and walks from the room .A long beat , and Aurelio sighs , relaxing as he pours himself another drink .FADE TO :

An old , quiet , and clean building lost amongst dozens of others in a dying industrial park .

A bus pulls up the curb , pauses for a beat , and then rolls off ... ... leaving behind John who walks across the street , his expression blank . His gait is steady , his shoulders relaxed , hands limp at his sides , breath steady . The two GUARDS at the door glance up as he approaches , standing as they shift into character .Without slowing , John reaches into the man 's jacket , slips free the pistol from the shoulder holster therein and-THUMP ! THUMP !-fires -twice- into the man 's heart , before turning-THUMP !- to fire once into the other guard 's face , never slowing , kicking open the door-

-to enter the facility , shooting anything that moves . He is the angel of death : each target receives two well-placed bullets to ensure incapacitation . He never slows , never misses , and will not stop . The primarily Japanese crew is in a panic with most fleeing - a number of whom are shot in the back- while those choosing to shoot back are cut down in a blink . Once emptied , John drops his pistol , kneels , sweeps up a fallen gun up , levels , fires , always moving , and -as he passes by a lift- slaps a button , slowly lowering his Mustang down to the floor behind him . John is a force of nature as he clears out the building . Unstoppable .

A couple of mechanics escape the building , the last of which is shot in the back ; dropping to his knees as a bullet slams into the back of his head . Running with all of his might , MECHANIC # 1 screams into his phone .Behind him , John appears in the doorway , aims ... ... and decides otherwise , lowering the pistol .

I DO N'T KNOW WHO THE FUCK HE IS! HE JUST SHOWED UP AND STARTED SHOOTING!

John opens the door to the Mustang , tosses the pistol onto the passenger 's seat-

-and slips behind the wheel . A slight smile plays upon his lips as he sighs ; a part of him having been returned . He turns the key , revs the engine , slams his foot down on the GAS-

-and crashes through the garage door of the building , tires squealing as the Mustang pulls a one-eighty , righting itself BEFORE-

-leaping out onto the street , furiously gaining momentum , as a trio of heavily-modified NISSAN SKYLINES appear and take chase .

John glances into the rearview mirror , takes the pistol in his left hand , shifts , and spins the wheel-

-rear wheels smoking as they struggle to grip the road . Once they do , however , the Mustang leaps forward , bearing down on the Skylines . As the distance between them grows smaller , the passengers of two of the skylines emerge with semi-automatic weapons ... ... but before either of them can fire ... ... John fires off four shots , killing them each with a pair of bullets ... ... before firing until empty ... ... killing two drivers , and one passenger ... ... leaving one driver barrelling towards him , covered in his passenger 's blood , eyes wide with horror ... ... as the two other cars crash behind him . As the two vehicles barrel towards one another ... ... John is stoic ... ... while the remaining driver is screaming . At the last moment , the driver violently twists the steering WHEEL- -barely avoiding the Mustang- -but loses control of the vehicle , sending it toppling end over end , cart-wheeling amidst a cloud of debris , before landing upside down- -the gas tank having ruptured , fuel gurgling out of the tank to pool around the crushed rooftop .

The driver hangs from his seat , his belt keeping him in place , stunned and bleeding from the forehead . A beat ... ... followed by the sound of footsteps . As the driver shifts in his seat , a ZIPPO LIGHTER falls out of his pocket , landing on the ceiling . John kneels down beside him .A beat ... and John reaches inside to retrieve the lighter . He flips it open , and ignites a flame .A beat ... and John closes the lighter and tosses it back into the vehicle .A long beat ... and the driver sighs .

Do n't! Please! Iosef! His father! He owns a club in Manhattan! The Red Circle! The Red Circle!

As John walks back towards his vehicle , we can hear the sound of cop cars approaching ... ... as a police chopper soars past overhead . John does n't look up as he quickly removes the front and rear license plates -both affixed with quick release clasps- tosses them into the back seat , and-

-slips behind the wheel . He twists , the key , revs the engine , and bolts forward as behind him-

-a pair of police cars round the corner- -and overhead , the helicopter banks , its sights set on the Mustang .BEGIN INTERCUTS BETWEEN INTERIORS AND EXTERIORS OF THE VEHICLESJohn leads the cops further and further into the city ... ... with traffic growing heavier with every block ... ... and yet John maintains his speed- -driving down narrow service alleys with reckless abandon- -and going against traffic , steering with an apt hand . Eventually , John creates enough mayhem to tie up the police on the ground- -leaving the helicopter overhead . On a long stretch of road , John reaches the vehicle 's top speed , reaches down , flips open a hidden compartment , and presses a button for- -his NITROUS OXIDE SYSTEM- -which causes the engine to SCREAM , roaring down the road at an incredible speed- -distancing himself from the helicopter to eventually hide in an abandoned warehouse . He parks ... ... and walks across the street to the local diner ... ... as overhead , the police chopper searches in vain .END INTERCUTS FADE TO :

Sitting at his desk , Aurelio -a cigarette dangling from between his lips- works on a model car , carefully gluing pieces together . The bottle of Campari rests nearby . Music plays softly from a radio nearby . The phone rings . Aurelio takes a deep breath , exhales , and answers it .Silence .Click - the line goes dead . Aurelio refills his drink ... and chuckles with a shake of his head .FADE TO :

Should a whelp snap at your fingers, you crush it's fucking skull.

It was n't the `` what you did'', Iosef, which draws my ire, but `` who you did it to''.

Careful, son... that old man happens to be three years younger than I.

... and when he was fifteen, he lied his way into the marines and headed off to Vietnam. He specialized in force-oriented reconnaissance, meaning he often crossed over into enemy territory to both collect information and -should the opportunity present itself- fuck with the enemy in whatever way that he saw fit.

John earned four hundred and seventeen confirmed kills over the course of his five tours. The majority of those were done by hand, by blade, and by small caliber... which is unheard of.

It got to him, though. Hell... How could it not? Even though he won every military distinction on record, including the Medal of HONOR-

-John was eventually discharged - with high honors, of course- and found himself in the city... -which he swings open, revealing a ladder.

John was the goddamned boogeyman ; give him a name, request a method, and he'd get it done. Come hell or high water, by God... he'd get it done.

Then one day, he fell in love and left the game. The years scrolled past, age set in, and he -like myself- had to watch the love of his life die. Suddenly alone, with no family to speak of, John deserved to live -and die- in peace.

Until I say otherwise, you are under house arrest. Am I understood?

Put the word out. Two million to the man who kills John Wick. Three million to the man who delivers him intact.

I fucked a bartender and -ta dah! - nine months later, I had me a piece a' shit tossed on the old doorstep, but... when it comes down to it...

Funny how one would both die and kill for something they do not love.

Iosef... my son... is worth less than this... far less... treasures reduced to ash...

I was sending Iosef to a safe house in Moscow. I arranged for transport via... a grain ship... out of Newark...

SUPER : MANHATTAN , NEW YORK A resplendent home in one of the city 's wealthiest neighborhoods . A trio of military-grade SEDANS -heavily armored , tinted/bulletproof glass , intimidating- pull up to the curb . The first and third empty as the keen eyes of ten gunmen scour the street , buildings , and rooftops . A beat ... and one of them slaps a hand on the middle Sedan 's roof . Preceded -and proceeded- by a gunman , IOSEF emerges ; belligerently naive and yet ... scared .

Lighting himself a cigarette , VIGGO TARASOV -60s , face scarred by a hard life , one eye dead , hair perfectly coifed , expensive suit , a slight limp , relying on a cane- fills a tumbler with ice . He selects a fresh bottle of JEWEL OF RUSSIAN CLASSIC VODKA and twisting off the cap , hesitating . Deciding otherwise , Viggo dumps out the ice , pours himself a double shot , and slams it back ... ... before refilling the glass with ice and pouring himself a healthy dose . IOSEF ENTERS--and closes the door behind him , tilting his chin towards his father with a smirk .In a surprising blur of motion , Viggo spins- -and drives a fist into Iosef 's stomach with enough force to lift him -momentarily- from the ground . With the wind knocked out of him , Iosef drops to his knees , opens his mouth to say something , but instead vomits , gagging as he gasps for breath . Viggo casually returns to the bar , grabs a towel , and tosses it down onto his son .Again , Iosef opens his mouth to say something , but decides otherwise . He grabs the towel and cleans up his mess . Viggo takes his drink and walks to the window , his cigarette smoldering from the corner of his lips .Iosef pulls himself to his feet , and stumbles to the bar , pouring himself a drink .Viggo backhands him , the sound more painful than the strike .Viggo smiles -amused- finishes his drink ... ... and drives a fist into Iosef 's stomach again , dropping him once more to his knees , tears rolling down his cheeks as he vomits up his own drink .Viggo kneels down next to Iosef , grabs his hair , pulls back his head , produces a switchblade , flicking open the blade and placing it to the flesh directly beneath his son 's right eye .Trembling , Iosef chokes back tears .A beat ... and Viggo removes the blade from Iosef 's cheek and stands , folding the switchblade closed as he stands to pour himself another drink .Iosef lowers his eyes , his breath catching in the back of his throat .

Wearing an undershirt and pants , sweating profusely , John wields a SLEDGEHAMMER which he swings down onto the floor time and time again , cracking the concrete foundation .

Viggo takes a long pull off of his drink as the information sinks into Iosef , the blood draining from his face .

John has revealed an OLD TRAP DOOR IN THE FLOOR-John grabs a flashlight and heads down .

Viggo lowers his empty glass as Iosef refills his glass with a trembling hand .

John shines the light down a thin corridor stacked high with a variety of boxes , military containers , and briefcases .

John selects a black case , unclasps it , and swings it open--to reveal a number of PISTOLS , SILENCERS , and AMMUNITION .

Iosef drops down into a chair , the comprehension of his actions clear .Viggo turns to leave , chuckling softly to himself .He pauses at the door , glancing back at his son with a crooked smile .

John sits at the kitchen table , having cleaned and assembled one pistol , now oiling a second . His hands are steady , his skill impressive . We slowly move past him , over the counter , to the door whose handle softly turns . We pull back as it opens- -FOUR MEN in black masks , each armed with a silenced pistol enter , fanning out- -and yet John is nowhere to be seen ... ... and two silenced pistols are missing from the table .

Behind the wheel , CARLO -late twenties , a bit dim , but nice enough- kills the engine .Carlo checks the dashboard computer .Chuckling EDWARDO -58 , nearing retirement , large , heavy , smarter than he looks- takes a sip of coffee from his paper cup before unbuckling his belt .... and exits .

... a black, 1969 Ford Mustang registered to one John Wick. Age...

Ah. Well, then... sort that out however you see fit. I'll cover your ass on my side of the fence as best I can.

Oh. Well, then... I'd recommend you find yourself a new ride for the time being. The heat on that make ai n't gon na' die down for quite some time.

The four masked men enter the living room , each wound tight , their silenced weapons at the ready . The lead among them enters the hallway- -and is shot twice ; once in the chest , and once in the head . As he goes down , John moves past , killing two others , leaving the remaining gunmen-

JOHN AIMS- -the kitchen light casting the gunman 's shadow- -and fires twice into the wall-

-hitting the gunman in the back and the head , dropping him to the floor .

A KNOCK AT THE DOOR . John lowers the pistol , walks to the door , and peers through the keyhole to see Edwardo standing on his porch . A beat ... and John slips the pistol in the back of his pants , unlocks , and opens the door . An awkward pause , then-John follows his gaze ... ... to see that a dead gunman is in Edwardo 's direct line of sight .Edwardo turns , takes a few steps , hesitates , and turns back .Edwardo leaves . John closes and locks the door behind him .

John pulls a large roll of plastic sheeting down from the rafters , balancing it on his shoulder with a grunt . He grabs a roll of duct tape as he exits .

John drops the plastic sheeting down upon the floor , and rolls it out . Standing over one of the gunmen , he reaches down , retrieves the man 's pistol , and slips it into the holster at the man 's side . John then kneels beside him and pushes the body onto the plastic , rolling him up tight . Using his ceramic straight razor , the plastic is cut off from the roll . Wrapping the feet , arms , and head tight with duct tape , John repeats this process with each body ...

... until they are neatly lined up near the back door . John takes the phone off the wall , thinks for a long moment , and dials a number . A long beat , then ...John glances at the bodies .John hangs up .

John casually opens one of a half-dozen , identical , silver cases stacked among the others . Inside are hundreds of AMERICAN LIBERTY GOLD BULLION COINS . John counts out SIX of them , and closes the case .

John mops up the blood ... ... and spackles the bullet holes in his wall . We hear a KNOCK at the back door . John wipes his hands against his pants , and-

-opens the door . Removing his hat , CHARLIE -70s , small , creepy , thin , frail , eyes gentle , a tattooed smirk upon his lips- extends his hand with a smile .John shakes his hand .Charlie enters , followed by two GOONS -forties , tall , muscular , emotionless- who offer John little more than a nod before they begin carrying the bodies out of the house .John hands Charlie the six gold coins which he graciously accepts with a slight tilt of the head .Charlie extends his hand . John shakes it .John closes the door .FADE TO :

That is a pity. I find the new breed of your ilk unstable, ill- wrought, and tiresome. The overused adage holds true : they do n't make ` em like they used to, John.

My pleasure, John... and might I be expecting more such visitations?

Cutting vegetables with a large knife , Viggo slides them onto the face of an open omelette simmering in the pan . As he folds the egg over onto itself , his phone rings . He answers it .Viggo rubs his brow with a frown , his head down .Viggo hangs up , thinks for a moment , slips the omelette onto a plate , hesitates , and then dials a number .

SUPER : MAJORCA , SPAINA beautiful , rustic , Mediterranean setting .

Situated on a hundred acres populated by thousands of almond trees , the building -complimented by the grounds- is breathtaking .

Accompanied by CESCA -a middle-aged , Majorcan Shepherd Dog , similar in look to a Black Labrador- as he walks -cane in hand- through his property , MARCUS -seventy , thin , balding , round spectacles , clean shaven , always well-dressed , expensive watch , and although he may look frail , he is anything but- whistles softly to himself . His cellphone vibrates . He answers it .Marcus looks around with a smile , reaching down to scratch Cesca behind the ears .

As I keep telling those -like you- who keep calling, Viggo... I'm retired.

Because if not for me, it would have been someone who'd have just now pulled the trigger and simply walked away, leaving you to gasp your last.

Besides, we're the last of our kind ; an endangered species of a sort. And I find comfort in knowing that there's someone like me still out there.

Just'' a wife, `` just'' a son, `` just'' a friend, `` just'' a house, `` just'' a car... `` just'' a dog... or `` just'' a cat. Each of these I've lost in no particular order, and each time the pain I felt was quite real. And my chosen reciprocity to each was no more -and no less- brutal than any other.

Maybe not, but for the rare man of our ilk -those who survived an arguably unsurvivable life- the few things we find time to care for... pass long before we do...

Marcus chuckles with a shake of his head .Marcus listens to Viggo talk ... ... pausing in mid-step ... ... his brow furrowed , eyes still .Marcus ends the call , slips the phone back into his pocket , takes a deep breath , exhales , turns , and starts walking back to his house .FADE TO :

Pushing a cart of luggage before him , John enters , studying the security checkpoint . He spots EVAN -60s , African-American , weathered , large man with a kind face- who works for the TSA , manning a security checkpoint . As John approaches the two share a knowing glance .John places his keys , phone , wallet , and TWO GOLD COINS into the tray ... ... as Evan casually flips off the x-ray machine , allowing both John and his luggage through without incident . John retrieves his keys , phone , and wallet from the tray--and walks on as Evan turns the x-ray machine back on , slipping the gold coins into his pocket .FADE TO :

A silver-nosed train roars past , its wheels melting snow from the tracks beneath it .

John sits alone , the train half-empty , staring out at the countryside passing him by .FADE TO :

Carrying a bulky briefcase in each hand -with the duffel bag slung across his shoulders- John approaches the front desk where the MANAGER smiles up at him .The Manager checks his computer .John slides across a GOLD COIN ...... which the Manager -without so much as a blink- slides into his pocket .The Manager hands him a key .FADE TO :

That's not a problem, sir. We're only at sixty percent capacity.

The sun has begun to set ; the street lamps having begun to ignite .

A half-eaten meal is scattered upon the table , the bottle of wine half-empty . Resting upon the bed , the briefcases lie open , revealing a veritable armory of dismantled weapons , numerous clips , and boxes of ammunition . Sitting at the desk , John pauses from cleaning a pistol to empty the wine into his glass . Once done , he pulls back the slide , studies the pistol with a keen eye , releases it , carefully loads a clip with bullets , and slides it into the pistol : locked and loaded . From a small wooden case , John selects a SILENCER which he screws onto the pistol . He sets it down next to a pump- action sawed-off SHOTGUN , a SNIPER RIFLE , an old school UZI SUBMACHINE GUN -silenced- with a polished mahogany stock , a K- BAR DAGGER , and another pistol . A beat ... and John stands , slips the silenced pistol into the back of his pants , dons his jacket , turns off the light , and leaves .

An upscale night club , the line curled around the side of the building , generously serviced by heat lamps to accommodate the almost non-existent dresses of the many young women .

John approaches the BOUNCER -30s , Russian , massive , tattooed neck , intimidating , his suit one size too small on purpose- who controls entry , the guest list glowing upon his tablet computer .John hands him three , hundred dollar bills .The Bouncer takes the bills , pockets them , and unclips the red velvet rope , allowing him entry .As John enters , those in the front of the line complain but are ignored as the rope is re-attached .

Strangely enough , the lobby is laid back and pleasant . A single bar is available to the dozen or so patrons who lounge about smoking , laughing , and talking as servers wander the floor , offering a variety of appetizers . Beyond the lobby , however , is a security station -replete with a METAL DETECTOR- in front of the elevators : the `` action '' it would seem , is on the top floor . John approaches the security station and pauses , dropping to a knee to tie his shoe ... ... and remove his silenced pistol , shoving it deep into the soil of a potted plant . John stands , empties his pockets into a small plastic bin , hands it to a guard , and walks through : he is clean .John takes his things , enters the elevator , and presses the red `` P '' for penthouse .

The doors to the elevator open , the music deafening . John exits , turns left , and enters-

-a two-story structure with the VIPs assembled up top ; each having paid for their private tables . John enters , carefully studying the room . He approaches the bar and waves down a bartender .John motions upwards as he slides across five , hundred dollar bills .The Bartender studies him ... and then takes his money .John follows the Bartender ... ... who slips a hundred dollar bill to each of the goons on either side of the staircase , heads upstairs ...

... and slips two bills to the Waitress--before returning to the bar .John follows the Waitress ... ... to a table with a perfect view of both levels .John slides her two more hundred dollar bills .Michael Collins .As the Waitress turns to fill his order , John studies the floor ... ... and the upper balcony ... searching .

John nibbles on some cheese and bread as he pours himself a generous helping of whiskey . Down below , Viktor -finishing off his drink- LIMPS past . John 's eyes narrow . He finishes his drink , stands , and follows after Viktor , almost breathing down his neck . Book-ended by a pair of Estruscan bodyguards who follow every move he makes , Viktor slaps a waitress on the ass as he walks past .SMASHCUT TO :

As John stares at Moose 's silhouette ... ... VIKTOR limps past .SMASHCUT TO :

Drunk , Viktor and his bodyguards enter the bathroom , pausing to light a cigarette , before limping into-

-where he leans against the wall in front of the toilet , eyes at half-mast .

John enters as a patron leaves , the bathroom now empty save himself , Viktor , and the bodyguards . As the door closes , John produces his CERAMIC STRAIGHT RAZOR , drives it between the door and the jamb , and snaps it in two .

A patron approaches the door and attempts to enter , but it wo n't budge . He shrugs and heads off in search of another bathroom .

One of the bodyguards turns as John approaches , his eyes instantly wide -uncomprehending- as the broken tip of the blade easily slices open his neck , splashing John with his own hot blood .

As the bodyguard drops to his knees -bleeding out- the second guard produces a pistol and -as John moves into him- manages to fire off a round which punches through John 's shoulder .

Viktor tenses -eyes wide- shakes off before zipping up his pants , reaches into his jacket , and fumbles for his gun .

With a cry derived far more from anger than pain , John head butts the other bodyguard -shattering his nose , his face instantly crimson with blood- before slashing the remnant of the blade wide , severing the bodyguard 's artery . The door to the bathroom stall opens and as Viktor emerges with pistol held out- -John slaps it aside , breaks his arm and kicks in his leg-

-sending him to his knees , screaming . John grabs the broken arm , twists it behind Viktor 's back , drags him towards the towel , grabs him by the hair , and shoves his face into the toilet . He holds him there for a good amount of time ... ... before ripping him back out . Gasping for breath , Viktor 's eyes are wide , sobriety having swiftly returned .John answers by slamming his head against the rim of the toilet -breaking Viktor 's nose- before shoving his face back beneath the water . A long beat ... ... and John pulls Viktor back up for air .Behind his back , John snaps Viktor 's wrist , and -as he drives his face back beneath the water- John snaps one finger after the next . Underwater , Viktor screams , struggling . John pulls him free .John twists Viktor 's arm , breaking it with a dry SNAP . Viktor screams ... ... but John keeps holding his arm painfully in place .A beat ... ... and John drives Viktor 's head down upon the toilet rim at an odd angle , his neck snapping . Silence . John removes Viktor 's wallet and cellphone before exiting the stall .

He slides Viktor 's wallet into one pocket and his cell phone into another . At the sink , he turns on the cold water tap ... ... splashes it up into his face , turns ... ... and pauses , realizing that he is covered in blood . John pulls off his shirt , wipes the blood from his face , tosses the shirt aside , reaches down , removes Viktor 's shirt , and slips it on , carefully buttoning it up . He wets his hair , slicks it back , turns , removes the piece of ceramic blade wedged in the door frame , tosses it into the trash , and leaves .

John passes by the Waitress , pausing to hand her a couple of hundred dollar bills .The blood from his shoulder wound begins to seep into the shirt , but only he notices it .John heads down the staircase-

-and calmly makes his way through the sea of dancers ... ... as up top , chaos erupts but is silenced by the deafening music .

Using his one good shoulder , John opens the steel door , and - his skin pale , cold sweat upon his brow- moves as fast as he can downwards . His shoulder hurts . The blood loss nears critical .

John exits the building as he scrolls through Viktor 's phone , searching . He finds Iosef 's number , and as he calls it , studies the image of Iosef which appears on screen .

Iosef lays on his bed with an arm behind his head , smoking as he stares up at the ceiling . We hear the vibration of his cell phone . He lifts the phone , smiles at the sight of Viktor 's caller I.D. , and answers .Iosef bolts upright , his breath stuck in his throat , eyes wide .

A long beat ... and Iosef hangs up his phone , staring at the wall ... a solitary tear rolling down his cheek .

John tosses the phone down into the snow , and jogs across the street ... ... as MARCUS -a cigarette smoldering between his lips- watches him from the shadows .FADE TO :

The lobby is empty -save the Manager- who glances up from his computer ... ... to find a wounded -and quite bloody- John walking towards him .John chuckles , sliding a gold coin across to the Manager .

Sitting in a chair with his shirt off and a beer in hand , John grits his teeth as the DOCTOR -80s , steady hands , glasses , thinning hair , frail , but strong- removes the bullet from his shoulder , dropping it into a glass of water .The Doctor cleans the wound , dries it off , and begins to sew shut the wound .

If you're lookin' to heal right quick, then keep it marginal. However, if you've still...

It'll hurt like hell, son... but come the long run, you'll be fine.

The Doctor exits as John stands in the doorway , his shoulder bound tight with gauze .The Doctor hands him a pill container .You will rip open , you will bleed , but you will have full function .John hands the Doctor two gold coins .John closes the door behind him .FADE TO :

Dressed in a fresh suit and tie , John strides through the kitchen , ignored by the bustling staff .

John enters the room , and makes his way to the back where a small staircase leads downward . John walks down them and enters-

-walking down the long , brick-enclosed corridor ... ... stopping before a large , thick , imposing IRON DOOR . John removes a gold coin from his pocket ... ... and slips it into a slit -similar to that of a pay phone- to the right of the door . A beat ... ... and a section of the door slides open , revealing a pair of judging eyes . This is EDDIE -30s , red beard , shaven head , pierced , tattooed , three piece suit- intimidating as hell . He studies John for a long moment .A beat ... and Eddie slides the view piece shut . A beat ... and the door is unlocked , swinging open . John enters , and the door is immediately swung shut behind , sealed and locked tight .

The room is small , but comfortable . To the right are a number of coat/hat racks populated by a dozen or so items . To the left is a bank of modified cigar locker ; dozens of transparent , safety-deposit boxes framed in mahogany with a plaque -etched with a name- upon each . Eddie hands the coin back to John .John snaps back his wrist ... ... and hands Eddie the ceramic straight blade .Eddie recognizes this name , his demeanor changing drastically .Eddie turns , finds a locker with the name JOHN WICK carved upon it , opens the small door , slides in the blade , and closes it .A beat ... and Eddie smiles , extending a hand , instantly warm .

John enters the room through a pair of velvet drapes ... ... and pauses , taking it all in with a smile . A luxurious tavern crafted from a long forgotten speak-easy , the room is n't too big , and is n't too small , but ... just right . Booths line the outside walls while a number of tables are scattered about . Near the stage , a small dance floor has been cleared , the wooden tiles worn , but lovingly cared for . On stage , JENNY -80s , African-American , petite , a commanding presence- sways behind the microphone , singing an old standard , her voice similar to that of Billie Holiday ; strong , tender , and sincere . Her eyes grow wide at the sight of John , but she never wavers from her tune . As John makes his way through the room , everyone nodes , offers a handshake , or a simple greeting : this is an old family ... of a sort . In the corner , WINSTON -70s , English , tall , lean , well- dressed , glasses , tailored , precise- sits with a worn , paperback copy of THE TELL-TALE SHREW in one hand and a dry sherry in the other .Winston lowers the book , and glances across at John with a blank -yet warm- look .John approaches the bar ... ... where JIMMY -40s , African-American , three-piece suit , expensive watch , kind eyes , quick to smile- looks up with a grin .The two shake hands like old friends .As John leaves Jimmy to make his martini , John strays towards the stage . Jenny finishes her song , the audiences politely applauds , and she steps down to give him a strong embrace .John smiles ... almost sheepishly .Jenny hesitates , and then clasps a hand to his shoulder .Jenny hugs him again , kissing him on the cheek .Jenny takes to the stage ... ... as John sinks into his booth . JIMMY NODS--as he slides a martini across to John . On stage , Jenny whispers to the members of her small band before taking to the microphone .The music begins ... ... and Jenny sings IT HAD TO BE YOU . Her rendition is powerful , sweet , endearing , passionate , and sincere . As John watches her sing , a smile tugs at the corner of his lips . On the empty dance floor ... ... John watches a younger version of himself with Norma ... ... dancing slowly ... twirling ... her head on his shoulder ... ... smiling ... ... with a sigh ... ... before disappearing . John swallows -hard- as a trembling hand wipes away a tear . Jenny smiles at him with a nod . He returns the gesture . She continues to sing . John raises his glass as- -SNAP . SNAP . SNAP . SNAP . SNAP .CUT TO :A CELLPHONE Five pictures of John are inconspicuously taken ... ... by DAVID PERKINS -late twenties , cocky , expensive tastes , lean , cruel- at a table across the way . David sends them with a text : `` Is this him ? '' A beat ... and he receives a text in return : `` Yes . Where are you ? '' David texts back : `` The Continental . '' A beat ... and he receives a text : `` We may not engage in hostilities upon those premises . '' David texts back : `` I 'm willing to take the risk . '' A beat ... and he receives a follow up text : `` Take him alive . Should you fail , we disavow . Should you succeed , we reward ... greatly . '' David smiles ...CUT TO :... as does John . Once the song is done , Jenny is met with boisterous applause ... ... with John clapping the hardest among them .FADE TO :

John Wick in the flesh... my, oh, my... will wonders never cease.

It's been awhile, but... here's to the past... may it influence our future.

Exhausted -and more than a bit tipsy- John runs a hand along the wall to maintain his balance . He sings under his breath ... humming the tune to IT HAD TO BEYOU .At his door , he fumbles with his key card , but finally manages to open it .

John closes and locks the door behind him . He sheds his jacket , his shoes , and his pants ... ... flicks off the lights ... ... and crawls beneath the blankets with a sigh .FADE TO :

Empty . A long beat ... and two figures appear at one end of the hall while three appear at the other end : suits , ties , gloves , and masks . One of them inserts a key card attached to his cell-phone and hacks the lock ; the light turning from red to green . Another places a small , MAGNETIC GUN to the door , adjusts the setting , and pulls the trigger-

-causing the latch to leap back from the door ... ... which opens . All five men enter , closing the door behind them . Sound asleep , John lays upon his back beneath the covers , snoring softly . Well-rehearsed , two men focus upon his legs while two focus upon his arms , their hands hovering above an appendage as they wait for the fifth ( DAVID ) ... ... who produces a plastic baggie , inside of which rests a damp TOWEL . David removes the towel ... ... counts down with a nod from 3 ... 2 ... 1 ... Like a well-oiled machine , hands clasp down upon John 's arms and legs as David slaps the rag down upon John 's mouth . John 's body tenses as his eyes snap open ... ... but he does not inhale . A beat ... and John twists at an odd angle , causing one of the men holding his arm to lose his grasp . With his one arm free , John reaches up , grabs David 's wrist , and snaps it . As David stumbles backwards with a cry , the others pounce upon John ... ... who produces the K-BAR blade from beneath the blankets , driving it into the side of one man 's neck once ... twice ... three times ... ... before releasing the blade , arching his back , and wrapping his legs around another man 's neck , tensing until -SNAP- the man 's neck breaks . The remaining three -horrified- are at a loss ; far removed from their element . David and a gunman run for the door as a third steps back , removes his silenced pistol from a shoulder holster , and blindly fires . The bullets etch up along the mattress and into the headboard ... ... as John rolls off the bed , reaches beneath it , and grabs the shotgun . BOOM ! The gunman 's left leg disappears as -screaming- he sinks to the ground . BOOM ! John fires again , hitting the fallen gunman in the chest . BOOM ! John fires at the fleeing gunman in the open doorway-

-sending him spinning out into the hallway . BOOM ! He is shot a second time in the back , dead in a blink . David rips off his mask as he slides to a stop , hands up , just as John emerges from his room , pumping the shotgun for affect . A beat ... and he walks towards David , the weapon steady .John places the shotgun to the back of David 's head . John is terribly -to an unsettling degree- calm . He produces a small pill container , taps out two , and swallows them as he rolls his injured shoulder with a groan .Tears roll down David 's cheeks as he wracks his brain , thinking .John swings the shotgun , knocking David out with the butt . CLICK . John freezes ... ... as HARRY -60s , African-American , former NFL receiver , tall , lean , and imposing , yet currently dressed in boxers , a t-shirt , and dress shoes- aims a pistol at the back of John 's head from the open doorway of his hotel room . Silence .John turns ... ... and Harry lowers his pistol .Harry glances about at the bodies ... ... and steps back inside his room .Harry hesitates , but glances out from behind his door .John tosses Harry a gold coin .We hear the sound of a phone ringing . Harry grabs David by the feet as John heads back towards his room .Harry drags David back towards his room .

Viggo owns it. It's where he keeps his money. Every dollar of business he does clears through that building.

But son? You done a bit a' business on the Continental grounds...

John enters his room , and answers the ringing phone .to be calling you at this hour , but we 've received a number of noise complaints from your floor .FADE TO :

Well-lit , but empty ; a beautiful expanse of architectural history .

John walks with his hands in his pockets , his head down , lost in thought . He pauses to light himself a cigarette ... ... a long beat ... ... and he lowers his head , flicking ash .back , Marcus ? Emerging from the shadows behind him , Marcus holds a silenced- pistol , his leather-gloved hand steady . A beat ... ... and Marcus smiles , slipping the pistol back into his jacket .Marcus joins him at the rail . John offers him a cigarette--which Marcus accepts--leaning forward to ignite the tip from John 's lighter . He pulls back with a nod , squinting out into the night .John runs a trembling hand through his hair .A long silence ... ... and Marcus finishes his cigarette , tossing it out into the darkness .Marcus turns , and heads back into the train ... ... as John continues to stare out into the night . A long beat ... and he produces his cell phone , dialing a number .FADE TO :

A corner dive , popular , but its population is sparse this early in the morning . A limousine pulls up to the curb .

Sipping coffee in a corner booth , John watches the front of the building ... ... lowering his mug as VIGGO -accompanied by two men- enter .The two men exit as Viggo walks towards the booth , shedding his jacket as he does so . Only one of John 's hands is above the table , the other hovering beneath it , a pistol held tight , unwavering . Viggo slips into the seat .John answers by taking a sip of his coffee . Viggo shrugs with a frown , motioning towards the waitress as he flips over his mug .As she walks away , Viggo takes a long pull off of his drink .Viggo nods , takes a sip of his coffee , and stands .Viggo leaves the diner , and slides into-

-where four of his men wait , each armed with a silenced , submachine gun : intimidating hardware . Viggo closes the door , takes a deep breath , and sighs , rubbing his brow .BOOM ! A round slams into his window , barely missing him before hitting the man seated next to him in the side of the head , blood spattering against glass . Viggo dives to the floor as his men prepare to return fire-

-but John is a crackshot , firing as he strides towards the VEHICLE-

-killing two men and wounding a fourth who drops down next to Viggo , screaming .

John ejects a spent clip , slaps in a fresh one in a blink , and unloads into the limousine which jerks forward , tires squealing as it drives off .

Viggo lies on his back , staring at the ceiling as he lights himself a cigarette .

John slips the gun into the back of his pants , turns , and calmly walks away .FADE TO :

The train pulls up and begins to empty , crowding the platform .

John exits the train , stuffs his hands into his pockets , and seeks to disappear into the crowd ... ... as KIRILL and TWO GUNMEN spot him . They move towards him ... ... following ... ... hands reaching beneath their jackets , fingers curling around triggers as silenced pistols are slipped free by steady hands .John slows his stride , hands out to his side , mind racing .SMASHCUT TO :

With consciousness fading , John leans back upon the floor , listening to the voices of his assailants . With his face hidden within his mask , Kirill chuckles - enjoying this- as he sucks on a fresh mint .SMASHCUT TO :

John tenses , his features hard . Kirill grins , willing for John to give him reason to fire . Suddenly , a frail commuter stumbles into their midst- THUMP ! THUMP ! THUMP ! -killing each with a single , silenced round to the heart . Kirill is dead before he hits the ground . Amidst a growing sense of chaos , MARCUS shares a parting glance with John , slips the pistol in his pocket , smiles , and tips his hat down low over his eyes . John returns the nod and disappears in the opposite direction .FADE TO :

John walks up to an old , FORD LTD sedan . He reaches up into a rear wheel well , and rips free a set of keys which had been duct-taped within . He opens the trunk : we recognize the suitcases therein as his own . However , there is also a LARGE DUFFEL BAG as well which he opens , studies its contents , and -satisfied- zips shut . He closes the trunk , opens the front door-

A number of the quaint old buildings share both English and Russian signs .

With his hands stuffed deep into his pockets , John exits an alleyway and ducks into-

-where he motions `` one '' to the waitress . She points towards a booth . He nods , sheds his jacket , takes a seat , and glances down at the menu . Through the window , John studies the front facade of A BANK building . HIS POV : The BANK MANAGER -checking his watch- flips over the sign in the door from CLOSED to OPEN .

Pulling on a pair of leather gloves , John walks down the hallway , but instead of turning left , he turns right-

-exiting the building . He flips his jacket inside-out -from black to gray- and slips on a face mask . Reaching down behind a trash can , he removes a TWO GALLON PLASTIC GAS TANK and a PISTOL before walking back down the alley , and out into-

-making a b-line for the Bank . As he walks across the street , traffic stops as onlookers gawk in horror . John opens the door , and enters-

-firing two shots in the air .Customers flee , secretaries scramble after them , as does the Bank Manager ... ... who slides to a halt , John 's pistol staring down at him .BOOM ! BOOM ! BOOM ! BOOM ! John fires four shots ... ... killing the two gunmen who appeared behind the Bank Manager .

The Bank Manager swings open the door , revealing two walls of safety-deposit boxes on either side ... ... with a large door in the rear of the vault leading into a secondary vault . A keypad is attached to its face replete with a fingerprint reader . John presses the barrel of the gun to the back of the Bank Manager 's head and forces him into the vault .The bank manager hesitates ... ... and then presses a thumb to the reader and types in a code . A beat ... and the door opens with a hiss .John pistol-whips the Bank Manager , knocking him out . Without really looking inside-

-John tosses the plastic gas can into the secondary vault , and unloads the pistol ... ... into the gas can which explodes into flame , illuminating the space to reveal pallets of cash , smuggled artwork , jewels , and the like stashed therein . John tosses the pistol inside , and walks away . As the fire grows , devouring the millions of dollars in liquid assets ...

John casually walks across the street , ignoring the gawkers , and enters the alleyway .

The Bank Manager comes to with a groan , pulling himself up to his feet . His jaw draw drops -eyes wide- at the sight of the fire .

John tosses the gloves and mask into the trash , turns his jacket back out , slips it back on , and enters-

-slipping into his seat as the Waitress arrives with his coffee and donut .John takes a deep breath , exhales ... ... and relaxes as across the street , the Bank Manager emerges from the building , and flees off down the street .FADE TO :

A beat ... and the trio of intimidating sedans pull up to the curb . The gunmen in the rear and front vehicles emerge , studying their surroundings . A beat ... and one of the gunman slaps a hand to the roof of the center car . Proceeded -and preceded- by a bodyguard , Viggo emerges , stuffs his hands into his pockets , and marches into the bank as across the street ...

... John watches .The waitress rips the receipt off of her pad--and drops it on the table in front of him . John stands , tosses a twenty down on top of it , turns , and leaves , snagging a toothpick at the cashier 's booth before exiting .

As John walks , he reaches down behind a trash can ... ... and retrieves a LARGE BRIEFCASE .

Viggo stands in the center of the small room with his head down , prodding a smoldering Picasso with the tip of his foot .The question is met by silence .Viggo is trembling with rage , hands clenched at his sides , eyes unblinking .

With his head down -hands stuffed deep into his pockets , a cigarette smoldering between his lips- Viggo exits , slowly making his way towards his car .

Perched behind the wheel -the driver 's side window missing- John shifts gears , slams his foot down onto the gas ... ... and narrows his eyes , tensing , his knuckles creaking from within leather gloves as his fingers constrict around the wheel of the stolen vehicle .

The gunmen react to the sound of the engine 's roar , the two nearest it 's approach dropping to a knee , aiming , and firing . Bullets slam into the windshield -a round slashing into John 's cheek , clipping his ear- and engine block before the front left tire blows . John loses control of the truck which fishtails wildly , slamming into a sedan , crushing two gunmen before it cartwheels through their midst , killing three more before coming to a stop on its side . A gunmen pushes Viggo towards the center sedan--shoving him inside . Three gunmen approach the truck , firing repeatedly .

Dazed , John -his face cut by glass , fresh wounds seeping hot blood- reaches over into the open briefcase , removing the silenced-UZI therein . John shoots out the sunroof , dragging himself free of the vehicle as he ducks for cover .

As the Sedan peels out , John swiftly ejects the clip , selects another -wrapped in blue tape , these ARMOR-PIERCING BULLETS are dark gray , seemingly sharpened to a tip- from a clip belt , slaps it into weapon , drops to a knee and- -as the Sedan drives past- -depresses the trigger .

Bullets easily punch through the doors and windows , riddling the dash.. ... the passenger , the driver ... ... the seats ... ... one gunmen , Viggo , another gunmen ... ... and the seats .

The Sedan veers off , plummeting into the store front of a pharmacy .

John ejects the spent clip , selects another wrapped in blue tape , turns towards the fallen truck , and pulls the trigger . The bullets punch through the roof , seats/floor , and undercarriage of the vehicle ... ... cutting the remaining gunmen to shreds on the sidewalk behind it . The clip empties . Silence . John tosses the Uzi into the truck , turns , and walks towards the store front from which the rear half of a sedan protrudes , pausing to slip free a silenced-pistol from a dead man 's hand .

John enters , glancing into the Sedan as he moves past : the gunmen are all dead , but Viggo is missing , a rear door open . John rounds the corner ... ... to see a trail of blood . He follows it ... ... to find Viggo dragging his broken body , his switchblade in one hand , his cellphone in the other . The knife is unceremoniously dropped as he struggles to dial 9 ... 1 ... ... before the phone slips through his fingers , slick with blood .John stands over him , the pistol level . As if sensing him , Viggo rolls over with a groan .John hesitates , squats , and retrieves Viggo 's cell phone .Viggo is fading ... fast .Viggo coughs , trembling .John stands , dials an additional `` 1 '' , and the send button ... ... but it is too late : Viggo is dead . John tosses the phone down onto Viggo 's chest , slips the gun into the back of his pants , turns and as he walks towards the store front ... ... grabs a bottle of rubbing alcohol from the shelf , unscrewing the cap .

John dumps the bottle onto his head , gritting his teeth , as behind him ... ... the sedan EXPLODES behind him . John does not react . He tosses aside the bottle , stuffs his hands into his pockets , lowers his head , and walks on .FADE TO :

David sits in a chair with his head down : his ankles , wrists , mouth , and eyes bound by duct tape . A weathered hand reaches over and RIPS the tape off of his eyes . David winces out of pain and the brutal sensation of light .Dressed in a three-piece suit , Harry places an old -but gingerly cared for- hat upon his head , a ring upon his finger glistening , his watch an enviable antique .Harry lifts his suitcase and turns heading for the door .Harry opens the door ...... and exits , leaving the door ajar . David slumps in his seat ; exhausted , broken , and defeated .FADE TO :

A bustling mecca of commerce , the port never sleeps ; ships of all shapes and sizes dock , empty their shipment , refilled with return cargo , and slip out into the night . A multi-hulled beast of a ship , THE CHAYKA ( Seagull ) rests dock-side , its bridge guarded by a small army of security guards . Overhead , scattered throughout the cranes , are a half-dozen SNIPERS , searching/studying the dockyard .

Cellophane-wrapped pallets of WEAPONS and bales of CASH are carried by forklifts into the center of the hull and bolted to the floor . Meanwhile , two dozen high-end , luxury cars enter the hull , each driven into its own reinforced , steel crate , the doors sealed shut behind them . As the last WORKER leaves , he shouts into his walkie-talkie .Overhead , a large chute appears-

-and the OPERATOR presses a button , sending a seemingly endless stream of grain down into the hull , covering the smuggled goods .

Chewing on an unlit cigar , the CAPTAIN -60s , enormous , grizzled , salt-and-pepper beard , long , unkempt hair , dressed in denim and leather- studies paperwork at his desk while Iosef paces ; a cigarette in one hand , a drink in the other .The Captain 's phone rings . He answers it .The Captain 's face falls , his jaw clenched .The Captain hangs up , finds a match , sparks it to flame , and ignites the tip of his cigar , puffing it like an old steam engine .Iosef is stunned .The Captain is cut off by the intercom which squawks to life , a screaming voice reduced to panicked static . The Captain slaps a hand down onto the call button .

Until we are at sea, and even then, your access up top will be limited.

Good. Follow me. And if you shoot me in the back, I'll be the one to fuckin' kill you.

A number of security guards lay dead upon the deck -bleeding out from single gunshot wounds- as the others sprint for cover . The Operator leans hard against the call button of the intercom .A round slams into the side of the Operator 's head , killing him instantly , his body sinking to the deck .

The Captain stands , checks the chamber of the LUGER PISTOL at his side , and heads for the door .The Captain exits the cabin and slams the door behind him . Trembling , Iosef latches close the door ... ... and pours himself a tall drink .

A SNIPER searches the yard through his scope , his earpiece overwhelmed by panicked chatter .TINK ! Across the way , another sniper tumbles off his perch ... TINK ! ... as does another ... TINK ! ... and another ...TINK ! ... and another ... The sniper searches , his skin wet with perspiration , hand trembling upon the stock . TINK ! ... and another , screaming as he falls ...The Sniper has found John ...... but it is too late . WE ZOOM THROUGH HIS SCOPE ... ... ACROSS THE YARD ... ... AND INTO THE CANNERY WHERE JOHN LIES ON THE FLOOR WITH A SNIPER RIFLE TO HIS SHOULDER . JOHN FIRES ... ... AND WE FOLLOW THE BULLET BACK UP TOWARDS THE SNIPER 'S PERCH ... ... WHERE IT ENTERS THE SNIPER 'S SCOPE ... ... AND PUNCHES THROUGH THE BACK OF HIS HEAD . His body goes limp ... ... and slides out of his perch , cart-wheeling down to the earth below .

EIGHT HEAVILY-ARMORED SUV 's bear down on the old cannery building .

John ejects the clip , ejects a round , leans the weapon against the window , and sinks back into the darkness .

The parade of SUVs enter the cannery , their tires screeching to a stop as a swarm of highly-trained gunmen emerge , scattering throughout the building .

John pries open the doors of an old , wooden , elevator shaft : now an empty cavern disappearing down into darkness .

... who takes a deep breath ... ... and jumps- -bullets riddling the doors behind him- -disappearing down into the darkness-

A gunmen rounds a corner ... ... stepping over the empty duffel bag we last saw in John 's trunk ... ... and freezes , his eyes wide . HIS POV : A brick of C-4 is attached to one of the main support beams , the pale red light of the detonator glowing with ominous disdain . He takes a step back , lowering his weapon , and glances about ... ... noticing for the first time the RED LIGHTS of a DOZEN OR MORE C-4 charges scattered throughout the interior .

Underwater , John lifts his hand ... ... to reveal a REMOTE DETONATER ... ... which he depresses with his thumb .

The gunman goes pale at the sight of all of those red lights ... turning green .

A series of powerful explosion tear through the building , reducing it to splinters as it collapses in upon itself .

As debris begins to sink down all around him , John swims as hard as he can . Surfacing when he is safe , gasping for breath . Finding a ladder , John climbs upwards-

-emerging from behind an access panel . John turns towards the ship and moves at a steady pace , eyes roving .

Surrounded by crewmen and security personnel , the Captain watches the explosion , his eyes wide .POP ! POP ! POP ! POP ! The sound of a pistol echoes up past them .

With his pistol held in both hands -soaked to the bone- John strides towards the boat 's entryway , dropping five guards with two perfectly-placed shots apiece . He ejects the spent clips , slaps in a replacement , drops to a knee , and fires off six shots at the two gunmen as they round the corner , dead before they hit the ground . John drops his pistol , retrieves a submachine gun off a dead guard , unfolds the stock , presses it to his shoulder , and enters the ship .

With a trembling hand , Iosef pours himself a drink , staring at the door ... ... from behind which is heard the sound of sheer , unadulterated chaos : gunfire , screams , and explosions . Silence . THUM ! THUM ! THUM !Iosef drops his glass , and unlatches the door . The Captain stumbles into the room , leaning heavy against his desk , pausing to take a swig of whisky , blood trickling down from his forehead , his left arm limp at his side . The Captain reloads , reaches into his drawer , finds a snub- nosed .38 , and tosses it to Iosef .The Captain swings open the door , and -with his pistol in both hands- enters-

-bodies lay everywhere . Gunshots ring out . A number of panicking crewmen flee the ship . Iosef stays close to the Captain , his sweaty hands clinging to the pistol . As the Captain rounds the corner- -COMMOTION- -as he and John collide . SLOW MOTION ... ... as John looks past the Captain , his eyes locking onto Iosef ... ... who -panicking- raises his pistol , and FIRES- BACK TO SCENE -hitting the Captain in the shoulder .Iosef turns and flees ... ... as the Captain and John disarm one another . The Captain roars -in pain and anger- driving a fist into John 's side , breaking ribs . He follows through with a wild left , but John avoids it , slapping it aside , the Captain 's forward momentum sending his fist to SHATTER again the iron wall of his ship . The Captain howls , wrapping his arms around John , crushing him ... ... and as consciousness begins to fade ... ... John 's teeth close around the captain 's nose , cleaving it from his face . Stunned , the Captain releases John who kicks out his knee , moves behind him , wraps his arms around the wounded man 's head , and SNAPS his neck .

Iosef emerges from the lower deck , firing back into the darkness as tears roll down his face . A beat ... ... and John emerges , the very visage of death : his chest etched with bullet wounds , blood trickling down his face , wet , dirty , wounded , pale , and yet ... ... unstoppable . John moves at a steady pace , the gun in his hand at his side , arm limp . Iosef sprints towards the far end of the ship , and climbs up the ladder towards the pilothouse . John follows .

Overlooking the entire ship 's deck , the pilothouse offers little in the way of escape . Instead , Iosef now finds himself trapped . He searches the desk and finds a LETTER OPENER which he yields like a knife , turning ... ... as John enters the room . Silence .A beat ... and John raises the pistol , and fires off his last round , punching a hole in the glass . Iosef grins , laughing as John drops his weapon .John surges into Iosef ... ... whose hand comes down with the letter opener . John catches his wrist , and snaps it as his right hand darts up , constricts around Iosef 's jaw , cracking it in two ... ... lifting him from with the ground ...... and hurling him through the pane of glass which EXPLODES . SCREAMING , Iosef tumbles end over end , his body slamming into chute from which grain continues to pour , the hull close to full . Iosef cartwheels over it and lands half-in/half-out of the hull , SNAPPING his back , as around him ... ... grain piles higher ... ... as he sinks .While his legs remain on deck , his upper torso sinks slightly , the grain covering his face , muting his screams ... ... as he suffocates to death .

John stares down at him for a long moment , turns ... ... and leaves .FADE TO :

Silence as a soft snow begins to fall . A beat ... ... and a sedan rounds the corner , takes it too wide , and crashes .

Perched behind the wheel with his head down , John groans , leaning back as snow wafts through the door 's broken side window .

John pulls himself out of the vehicle , stumbles a few feet , ENTERS-

-leans heavy against the wall , and slides into a sitting position . John Wick looks to be on death 's very doorstep ... . ... however ... ... death will not take him . With an almost frustrated/irritated groan John pulls himself to his feet , and staggers down the alley .

Small , simple , and clean . A beat ... and an elbow is driven through the door 's window . John reaches in , unlocks the door , opens it , enters , and closes it behind him .

John grabs an empty box and begins filling it with instruments , medication , bandages , and the like .

John enters to find an empty room ... ... save a single YOUNG DOG -a mutt of no distinguishable breed , three years old- who sits staring at him , offering little more than a tilt of its head . John strips and -using the hose attachment- rinses his body clean : the damage is extensive with cuts , bruises , and three bullet holes ( one in his shoulder , one his side , and one in his chest ) . John studies the bullet wounds .However when he gets to the one in his chest-John swallows a handful of pills , clenches his teeth , and - using a pair of needle nose pliers- reaches into the wound , searching ... ... until he finds the bullet which he pulls free . John cleans the wounds with disinfectant , applies a number of pads/bandages , and studies himself in the mirror : he is a complete and total wreck ... but alive .

Searching , John finds some surgical garb ; thin pants and a shirt which he slips into .

John takes a jacket off of the rack , tries it on -too small- moves on to the second one , and it fits . John flicks off the light , and leaves the room . A long beat ... ... and John returns , turning the light back on . From across the room , he stares at the young dog , studying it . The dog makes no sound , tilting it 's head from side to side . A beat ... and John walks to the cage , removing the clipboard from its side , reading it : we can see that the dog is scheduled to be put down tomorrow .Miko replies with a tilt of her head--and a paw pressed to the side of the cage . John smiles , places the clipboard on top of the cage , and opens its door . Miko does n't move .A beat ... and Miko leaps down onto the floor , tail wagging .John takes a leash off of the wall , and clips it to Miko 's collar .

John and Miko emerge from the Veterinarian 's Office and walk out into the snow ... ... disappearing into the night .FADE TO :

With his arm in a cast , DAVID makes his way through the kitchen , his expensive suit freshly pressed .

David enters dry storage , makes his way to the back , and walks down the staircase .

As he approaches the door , he searches his pocket for a gold coin , finding one . He slips it into the slit in the door . A long beat ... ... and down below , it clatters out into a small receptacle .... over his shoulder , we see Winston emerge from the shadows behind him , a silenced-pistol held steady in his hand .Continental has been -by thine own hand- revoked . THUMP ! THUMP !CUT TO : BLACKSilence . The sound of a key slipped into an ignition . It turns , the engine roaring to life , tires squealing .FADE IN :

The sleek , clean , black as night , 1969 Ford Mustang ` Boss 429 ' sprints down the tarmac as inside ...

... Miko holds her head out of the open window , her eyes narrowed , mouth open , and tongue flapping in the wind . John smiles , reaches over , and scratches her on the back .

Story by Theresa Ikoko Directed by Sarah Gavron© 2020 Fable Pictures Ltd, The British Film Institute and Channel 4 Television Corporationthe writers and filmmakers to create the characters and world of our film. Some of the dialogue was improvised.

Is Sumaya gonna make it through a week without detention this term?

Yeah. I want to be like P Diddy and 50 Cent. I want to make a mill before I'm 30.

Yeah. Oh. I... Yeah. Sorry. My fault. She got a new job. I forgot- In a bank- In the city. Sorry. I forgot.

We didn't forget... How are you? I hope you're being spoilt rotten.

I was just a kid... She was working a lot... It wasn't her fault.

Mm. You're right. Me, I can't blame her. Not every woman is supposed to be a mother, my dear. Your mother's mother wasn't either. That's why God kept me... for you and your brother-

It's not like before. She's been doing good. It's just a few days... She'll be back before his birthday... Honestly.

No offence, but ain't you got half of Somalia staying round? I'm good.

Remember, mummy going away is our secret ok? Otherwise you wont get your birthday present.

Yo Roshé. In that cupboard there should be chocolate. You can just help me make chocolate sauce.

I don't need you- I mean... I mean, I don't need help. I don't need you worrying about me. Or feeling sorry for me. I'm just here for the night-

Bruv you have everything. You have your mum, your dad, your nice house. Like-

Everything. It has everything to do with it. You have this perfect family-

I've lost everyone already. I have no mum, I have no dad. So you leaving me doesn't mean anything.

In year 7, older girls were picking on Sumaya. I backed her. Got into a fight. They started calling me a "rockers"... it kinda stuck.

When I finish doing this woman's make up, I'll get money. Then, I can buy you food. We'll be done in an hour. Ok?

Don't say anything when we get there. If anyone asks you anything about mum, just be quiet.

Come on. We're getting off this stop. Make sure you have everything.

Go on. Then you can tell them where you found my ID... Why you were rummaging through my knickers?...

Yeah. That's what I thought. Pedo. And get me my brother's pillowcase and blanket. T'ief... Don't wanna stay here anyway. It's shit.

Yeah... I told you... Just locked out. Can we stay at yours till mum gets back from work?

Why are you doing this to me? Emmanuel please. Please. Open the door.

You said if I calmed- I fucking calmed down, didn't I?- You promised!

Me, you and mummy are gonna be together soon, ok? Pinky promise.

You lot are panicking just wait. Me and Sumaya will go through first, then we'll give you guys the ticket.

It is the perfect summer day in East London. A group of 14 and 15 year old girls frolic on the rooftop of a block of flats. Hijabs, braids, tracksuits, braces, songs, banter, dance moves and laughter. This is friendship. This is London.

ROCKS (real name: Shola Joy Omotosa, 15, Black (Nigerian & Jamaican)- British, cool, responsible, mature for her age, serious, stony, aloof, until she laughs. Her laugh lights up her face and all around her. She laughs like a child. We're reminded of her age when she laughs. And when she cries) gets ready for school. Her room is small. Cluttered with belongings that aren't hers. Plastered with stickers and pictures. Lazy attempts at putting her personal touch on the decor.

A narrow kitchen. Linoleum floor. Counter tops filled with appliances, letters and other things intended to be gotten back to, at some point long passed. A radio plays. EMMANUEL (Rocks' younger brother, 7, vivid imagination, a little spoilt, heart of gold) fries Nigerian style egg. FUNKE (early 40s, hard working, loving, but feels everything dangerously deeply) supervises with a heavy smile.Rocks enters. Surprised by the feast being prepared.Funke ignores Rocks' line of questioning. Sets the table. Big day. That's all. Funke's energy is high. Emmanuel feeds off of it. They talk about school, about the trips coming up. Emmanuel wants Funke to take time off to be a parent chaperone for their zoo trip. Funke doesn't confirm that she will, but her positive energy is enough for the young child. They all sit. Rocks' suspicion has not been allayed.Funke squeezes Rocks' hand. Offers a reassuring smile, that doesn't reassure.Emmanuel picks up the spoon. Dishes himself a mountain of yam.Funke and Rocks laugh. Emmanuel waits for them with hands clasped and one eye closed, like a school nun. Funke and Rocks quickly heed his warning, swallowing their laughter, they close their eyes and bow their heads.Amen!The family eat and laugh. They appear perfect. There is nothing lacking here. Rocks grabs everything off the plate and stuffs it between two slices of bread. Funke shakes her head. Rocks bites into the bulging sandwich.

Our father, he's up in heaven, long be thy name, thy kingdom come, I won't be done, in earth as is heaven, give us our stay our daily bread, and give us our trespasses, as we forgive those who trespass against us, and lead us not into temptation, but deliver us from evil. Amen.

I'm getting a special present from mum. She's gone away to get it but she'll be back soon- for my birthday- with my present.

There's nothing under here… only breadcrumbs... How to get rich. Maybe I could do a charity run… a sponsored walk?

Of course. Otherwise, he wouldn't be a class pet... he'd be a pet.

Close your eyes. Think happy thoughts. Take a deep breath. In... And out... And stop thinking about all your worries.

I wanna be one too. A child millionaire? So I can still live with you.

Tiny is sick and tired of moving around. How about we let him free?

Funke sees Rocks to the door.Funke pulls Rocks close into an unexpected embrace. Confused, Rocks reciprocates. Wonders for a moment whether to ask her mum once again if she's ok. Decides against it.Rocks walks across the landing, looks over onto the street below. SUMAYA (14, Rocks' best friend, Somali-British, fiercely loyal, tomboy, family oriented, simultaneously secure in her skin and unsure of who she is) jumps up and down waving.Rocks laughs. Races down to meet her friend.

Girls run across playgrounds, through halls and down corridors. A fashion parade masking a tribal display. This is storytelling at its most ancient. Girls with the same debut hairstyles and trainers size one another up, embrace or form instant rivalries. Girls exchange, stories, gossip, belated birthday cards. Girls in hijabs exchange Eid gifts. Middle Eastern girls contour faces, transforming into Kardashians. Black girls show off new braids. White girls compare festival wrist bands. The pitch is high - chirping. Promise. Re-branding.MS BOOKER (age unidentifiable, maybe 25, maybe 40, Black- British, respected, maybe even feared), points to Sumaya's feet.Ms Booker shakes her head, "don't fuck with me". Sumaya lets her bag fall off her shoulder with a giant sigh. Pulls out a pair of shoes. Does the switch. Rocks tries not to laugh at her friend. Ms Booker turns to other girls who have tried their luck this morning, with new piercings, trainers and accessories.

Ok. Good. But now get specific. What type of career path do you want to take you there. They're in entertainment-

Look how many followers she has. She gets paid to do their makeup.

Hold on. Hold on! Put your pesky hands back fam and pay the money if you want it.

My sister's a proper bitch when she's on. I'll get you some Evening Primrose. My mum literally forces it down my sister's throat. She slammed the bathroom door so hard once it came off the hinges. That was the last straw.

Manny said. Said she's gone to get him a present or something. She's been gone two days? Unless she's getting it directly from Father Christmas himself...

It kinda is. I've been living with her my whole life. It's just a bit...

-I'm trying to! I'm always here for you, and you always have barriers up. Talk to me, help me get it.

You're impossible... Why do you make it so hard to love you. No wonder your mum keeps leaving! You're exhausting. I think your broken.

Let's add our money together. We only need two tickets to bump the train.

No- I'm-... I'm really sorry. I didn't mean-... I love you. I'm so sorry.

Classroom buzzes. Students look at phones under desks. Girls pull hijabs down to cover earbuds. Mascara is applied. Homework is rushed. Gossip is passed. SABINA (14, Polish Gypsy-British, football mad, and the youngest of a family of all boys, who adore her and ensure she is always in the latest tracksuit and trainers) sits with feet on table. She beams as girls gush over her latest limited edition finds.Chatter continues.No answer. MS BOOKER calls names on register. Girls resume chatter. A little quieter. Girls share latest insta-crushes, lay out brand new stationary and turn to the mystical rubber, with questions of their future.Rocks flips the rubber marked "yes" on one side and "no" on the other. The rubber lands on "no". Everyone laughs. They continue with this game. Questions are mischievous, raunchy, sincere, sinister and everything in between. Rocks and Sumaya are clearly at the top of the food chain. They are loved by most. Their friendship admired by all. KHADIJAH (Bangladeshi-British, confident and insecure, funny, good at everything, but a disruption in most classes) has spent the break learning lyrics and a routine to the latest UK Afro Swing hit. She shines in the spotlight. She demands it. YAWA (Congolese-British, a rare balance of popular, academically brilliant and a regular in detention). A talented dancer. Has downloaded a DJ app over the break. She's been practising. Her music and dance supports Khadijah's performance. AGNES (white-British, finding her place, socially conscious, almost to the point of anxiety) discreetly Googles the lyrics. Tries to naturally sing along with the crowd. Trying out for a permanent place in the group.

Ms Booker tells the class of girls about the importance of year 10. About their future and the significance of this year. This is the year they become women. Ms Booker is heavy- handed with her delivery. Serious. Intense. She scares some, loses some and confuses others. But is respected, and even admired, by all. Her love for them is without doubt. The TA and Ms Booker float around, helping girls.Khadijah is disheartened. Sumaya comes to her defence.The girls all turn to the TA. Their eyes daring her.TA busies herself elsewhere. The girls look at each other knowingly. Roll their eyes. Silently decide the TA will be proven wrong one day. Offer Khadijah arm pats of support. Ms Booker joins the girls' table. Looks at Rocks' form.Rocks looks at Ms Booker expectantly. Ms Booker doesn't flinch. She nods. Thinks.Now you're getting there. What type of business.Rocks beams at Ms Booker's approval. Ms Booker nods at Rocks, proud, as she walks away.

I would, but there was a fight in school today and I'm sort of grounded, and it wasn't even me like. It was Sumaya and that new girl.

Rocks finishes a girl's eyebrows and winged eyeliner. The payment is £2.50. Rocks takes a picture and uploads it to her MUA instagram page. Sumaya sells sweets at her and Rocks' unsanctioned tuck shop. Customers haggle. Sumaya is not easily steam rolled.

Girls fall asleep as a geography teacher explains the difference between types of rocks. Some girls doodle. Others pass notes. Rocks wakes suddenly from her nap. Her expression of shock... Fear. Rocks shifts forward in her chair. Looks behind her. Sees blood on the seat. Quickly slides back to cover it. Rocks holds her breath. Doesn't blink. Sumaya notices something's wrong.Rocks doesn't answer. Her face tenses.Sumaya goes to raise her hand to get the teacher's attention. Rocks quickly pulls Sumaya's hand down.Sumaya tries not to laugh at her friend.

Sumaya and Rocks wait for the class to file out. Sumaya takes off her jumper and gives it to Rocks to tie around her waist. Rips out pages of her workbook to clean the chair.

Rocks sits on the toilet.Rocks looks doubtfully at a tampon.Losing patience, Sumaya pops her head over the dividing wall of the cubicle.The two burst out laughing. Another story down in the book of their friendship. Rocks enters the flat with Emmanuel. Emmanuel has had a good day. He is excited. Rocks listens, sincerely and intently to stories about his day and about dinosaurs. Emmanuel puts the TV on. Rocks reminds him to wash his hands and change out of his uniform. Bribes Emmanuel with a yoghurt and crisps. Emmanuel complies.

Rocks plays music from her phone. Retrieves the promised crisps from the cupboard. Spots a note and an envelope on the worktop. Casually picks it up and begins reading. Singing along to the music. Taking the crisps to Emmanuel.

Rocks stands at the bedroom door. Emmanuel changes. Rocks throws Emmanuel the crisps. Reads the note and sings along to the music. As Rocks reads, the music fades from her attention. Rocks focuses on her mother's writing. Reads words saying "sorry", "I had to leave", "I tried my best", "mummy loves you". Rocks can't concentrate on a smiley and excitable Emmanuel, who has now picked up a story from earlier about his school day.Emmanuel is a little confused. A little hurt. Rocks is immediately sorry.Emmanuel's forgiving face lights up. Emmanuel runs to the living room. Rocks re-reads the note. Opens the envelope. Counts out £200.

Rocks checks on Emmanuel. Emmanuel is engrossed with the screen. Tucking into his Penguin bar. You want chicken and chips? Emmanuel is too engrossed to respond.Rocks is reluctant to leave. But does.

Rocks stands outside the flat. Unsure what to do. Calls Funke over and over. There is no answer. It goes to voicemail. Rocks cuts it off as soon as she hears the start of the recorded message-Rocks's neighbour GERALDINE (Irish, worn in), returns home with shopping bags.Rocks thinks about asking her. Thinks twice.

-Well... tell her, her Mary Kay's come. I'll knock round after dinner.

Rocks hands Geraldine the 20. Rocks abandons the shopping trolley outside and carries Emmanuel in.

Rocks rushes back in. Looks through the stack of used phone cards in the fruit bowl. Tries them. They're expired. Funke must have forgot to call Nana. Rocks is doubly frustrated. Rocks steps out of the flat. Mindful of not leaving Emmanuel alone too long. Runs around the local area. Checks the corner shop, the launderette, the cafe, the pub, the post office, hair shop, butchers, and bank. Avoiding conversations and questions from local adults who know Rocks well. Rocks isn't sure where else to look. On the a lamp post we see the first of many bunches of flowers fastened to the metal. Indicating death. There is a poster with a teenager's smiling face looking out.

Rocks hovers, waiting for other customers to complete their orders.The Worker shakes his head. Asks someone else. Looks back.The other worker looks up at Rocks.Rocks isn't sure how to answer.Workers read the panic and confusion in Rocks' face.The workers look at each other. Sharing a secret conversation that Rocks is left out of.A customer interrupts the two. They haven't noticed that Rocks has gone.

Funke hasn't done a shift for a couple of weeks. Not sure she's still on the roster.

Yeah... She keeps a picture of you in her locker. Boss tried to throw it away, but I kept her stuff for her.

You wanna tell her? Tell her to come pick it up? It's probably a bit heavy for just you- clothes, shoes- we accumulate all sorts in them lockers. Yeah... It'll be too heavy, or I'd give it to you.

Ooh. Good for her. Always too pretty for these hair nets, she was.

You'd think I was the bloody Mona Lisa the way your Charlie can't take his eyes off me when he comes in.

You wish. He's probably trying to figure out which of your eyes to make contact with. You know them things can never agree on what way to look.

Rocks hesitates. Hovers by a small stall selling international phone cards. An AFGHAN man sits behind listening to a tinny radio.Rocks bites her lip. She makes a decision.The sales man is filled with east end sales man patter. Rocks interrupts his well rehearsed sales pitch.They make the exchange.

Rocks loads the credit from the card unto her phone. She dials a number and waits. A huge smile creeps across her face as her great-grandmother answers the phone. Her Nana doesn't hear her. A dodgy connection. Age-related hearing loss. The line disconnects. Rocks tries again. Nana is ecstatic to hear from Rocks. For a moment Rocks has forgotten it's Nana's birthday.The two share a special bond. Rocks speaks in Yoruba, telling her Nana all about her day. Rocks wants to tell her Nana that she can't find her mum and that she's not sure what to do. Nana is so happy to hear from Rocks, so instead, Rocks tells her about her first period. of dos and don'ts. How to clean. Very important. How to hold herself. Nana alternates between Yoruba, pidgin and English. Rocks listens, cringing but appreciating the great care.Nana begins singing a classic Yoruba song she taught Rocks. Something like Prince Adekunle's, "Aye Nreti Eleya/AropinNi T'enia". Rocks laughs. The memories, the expectation in Grandma's song for Rocks to join in. Rocks does. Quietly. This moment is pure.Rocks' smile fades.The words burn Rocks.Rocks hangs up. Stewing. Squeezing the calling card in one hand until it snaps.

In my 65 years, I have never forgotten any single family members birthday.

Spoilt ke? You know nobody loves Nana like you, my first grandbaby.

You are a woman now. My baby is a woman. Look at God... You know it is me you called mummy until you were 4.

I miss you my baby. You and your brother. But home is too good for my bones. Those doctors in London don't know that sunshine and good fish can cure anything. I will shock them. I will live long here... But I miss you too much.

Good. Good. You still remember... All you knew was your nana. You would cry if even your mother tried to take you from me.

Oh. Did I tell you, I had dinner with the governor's wife? She attended my church-

Ok dear. Tell your mother to call me o. She hasn't returned any of my calls. She must call her grandmother on her birthday at least. For all she knows I am lying in a gutter-

Khadijah works her usual after-school shift. Her dad owns the franchise. Khadijah is distracted by her reflection in her front-facing camera. The shop is filled with school-kids. There is a group of older boys that dominate. One of them in particular has Khadijah's attention. Khadijah wouldn't dare speak with him. He may not know she exists. Khadijah catches his eye in the reflected image on her phone. Did he catch her spying? She freaks out. Embarrassed. Drops her phone in the fryer. The oil splashes up at Khadijah. Khadijah screams.Dad holds Khadijah's arm under a cold tap. Fishes her fried phone out of the frier. Serves 3 "2 for 2s", without missing a beat. This shop and Khadijah are his pride and joy. Rocks enters. Disoriented from her unsuccessful search and contact attempts. Orders 2 "2 piece meals". Hands Khadijah a £20 note from the envelope. Careful not to reveal the wad of cash. Khadijah is too distracted by her own embarrassment to notice the worry on her friends face.

Emmanuel sleeps in Rocks' bed. Rocks can't sleep. Rocks calls Funke over and over again. No answer. She checks Funke's room. Checks to see what's missing. Some clothes are gone. Rocks searches Funke's drawer of documents - Finds Funke's passport. A little relief on her face. Funke can't have gone far.

The following day, Rocks is hurrying to get Emmanuel ready for school. Sumaya is on FaceTime. Rocks struggles with his tie. Growing frustrated. Emmanuel is picking up on her stress.Rocks hangs up.Seeing his little face sag. Rocks brightens. It's too late, Emmanuel is mad at her. He slumps on the chair. Sitting on Rocks' phone.CUT TO:

Rocks watches Emmanuel play with his food. He looks sad. Guilt washes over her.Emmanuel beams.Rocks washes the dishes. Daydreams. Tired. Her homework on the kitchen table. Abandoned.

Lunchtime. Rocks has forgotten the bag of Freddos and jewellery for her and Sumaya's tuckshop.Sumaya is confused by the blow up. Doesn't retaliate. Rocks is embarrassed by her unprovoked snap.Rocks doesn't say anything for a moment. Rocks is about to-Sumaya nudges Rocks. Forcing a smile.

History class. Rocks doesn't have her homework. Rocks's distraction is read by the MALE TEACHER as nonchalance.Rocks' phone rings. Phone. Off now. You should know better. Rocks searches her bag for the ringing phone. Tries to listen for where in her big, messy bag it might be.Rocks finds the phone. Private Number. Rocks answers.Rocks tunes out Teacher's objections and reprimands. Listens hard. Hoping.Rocks hangs up. Slams bag down.Rocks refuses to hand over the phone. Leaves.

Every child takes Tiny home for a night. It's an exercise in responsibility. He's friendly isn't he Emmanuel?

Ms Booker's on duty in exclusion this period. Rocks enters. Hands Ms Booker the note she was sent with. Ms Booker reads it. Is surprised to see Rocks in exclusion. Rocks doesn't have, or refuses to offer, an explanation for her behaviour. There is only one other girl in exclusion. Ms Booker notices the distress on Rocks' face. Rocks' lips tremble a little when Ms Booker asks if everything's ok. I... My...Girl isn't sure this isn't a trap.Girl shrugs, reveals the phone hidden on her lap. Plugs in and disappears into her own, cyber-world.Rocks finds a seat as far away from Ms Booker and Girl as possible. Ms Booker isn't convinced by the excuse offered.

Ms Booker covers for the regular dance teacher. Ms Booker is clearly not a dancer. What she lacks in skill, she makes up for in enthusiasm. The girls encourage and uplift her. They have fun. Rocks is distracted. Sumaya notices.

Sumaya and Rocks collect Emmanuel from school. He's excited to see Sumaya. They walk down the street hand in hand. Swinging Emmanuel in the air at regular intervals. Sumaya and Emmanuel chase an ice cream van. Rocks laughs and shakes her head. Leaving them to it. Sumaya and Emmanuel queue for their ice cream cones with all the trimmings.Do you know what it is?! You can tell me. I can keep a surprise. Sumaya isn't sure what to make of this. She plays along for Emmanuel's sake. Refusing to ruin the surprise for him. Sumaya and Emmanuel catch up with Rocks. Emmanuel's ice cream drips down his arm. Sumaya cleans it off with a tissue. He runs to a bin nearby to drop it in.Rocks' brows furrow.Rocks is nervous to tell Sumaya, but this is a safe place. Sumaya waits. Giving her friend a moment- the space to share.Rocks downplays it. Sumaya isn't convince. For Rocks' sake she doesn't challenge.Sumaya smiles. Throws an arm around Rocks. Rocks is relieved. She's grateful for her friend's understanding.

Rocks and Sumaya shop with Emmanuel. They race around the aisles having fun - Emmanuel pretending he's the driver, shouting directions. Sumaya hops back on the trolley. keep Emmanuel happy. They turn and corner and run into Agnes and her mum. Agnes' mum might be high/drunk. She seems almost more familiar with Rocks than Agnes. There is a hint at a previous life- a previous, closer friendship between the girls. The two girls are awkward. Agnes afraid of her mum embarrassing her and Rocks afraid of Emmanuel letting something slip. They work hard at shortening the conversation. Both wanting to escape with their secrets and pride in tact. Both pull away in opposite directions.

The cashier is surprised by the vastness of Rocks' purchase. Curious. Rocks declines the offer of bags, to save money. When the price is totalled, Rocks is shocked. Rocks counts the money out of the envelope. The cashier looks at the poorly hidden wad of cash with suspicion.Sumaya looks nervously at her friend. Her protective nature niggling at her to do something.

Rocks loads herself with the bags. Sumaya looks on expecting Rocks to collapse under the weight of them.Sumaya watches as Rocks drags herself, the bags and Emmanuel towards their block. Rocks is tired. Of it all. (none the wiser) Do dinosaurs really exist? Rocks ignores Emmanuel. Emmanuel is not deterred.

Rocks drags Emmanuel and her purchases, to the door. Geraldine opens her door.Geraldine looks at the scene of the confused, near tearful child, the distressed and tired teenager, and bags packed with purchases that were clearly bought without guidance from a list.-Rocks nudges Emmanuel harder than she meant to. He bangs his head.Geraldine hesitates.

Rocks keeps Emmanuel awake. Reads what to do about a head injury. Knowing she can't take him to the hospital, Rocks ices Emmanuel's head with an ice lolly. Rocks and Emmanuel binge watch cartoons. They giggle together and falls asleep.

The following day. Rocks and Emmanuel are still asleep. They are woken by banging on the front door. For a moment Rocks is scared. The letter flap opens. It's Sumaya.

Sumaya has just come from Arabic lessons. She wears an abaya. Enters before Rocks even gets a chance to say a word. Sumaya is comfortable at this house. She opens the curtains.Cut it. It's too early. Sumaya. Shifts the framed picture of her and Rocks to the front of the photos on the mantle piece. Helps herself to things in the fridge and cupboard. Sumaya's mum returned Funke's plastic bowl from the last exchange of food between the mothers. It's clear these families are very much intertwined.Rocks had forgotten their plan to hang out today.Rocks knows better than to argue with Sumaya when she's like this.Rocks lifts Sumaya's foot.The two laugh. Sumaya shoos Rocks away to get ready. Sumaya looks around at the mess. Begins tidying.Sumaya ignores Rocks. Music blasts from speakers. Skaters practice tricks. Fail. Try again. Succeed. Wow. BMXers show off their flips and spins. Graffiti artists mark their territory. Our girls look out over the edge. Do makeup. Watch boys and other girls. Take pictures. Laugh. Sing along. Dance along. Listen to the music that competes from multiple speakers. It is a scene of pure elation. Of youth. Of their invincibility. Of their infinity. Of their joy.

The girls say their goodbyes.Sumaya was quiet, but Rocks' paranoia doesn't think she was discreet enough.A few of the other girls laugh. Rocks walks away with Emmanuel.

Rocks and Emmanuel arrive home. They are tired, and elated. For a moment, they have forgotten all the problems and worries behind their front door. Emmanuel throws himself on the couch. Rocks goes into the kitchen-Rocks takes the remote. Tries. Nothing. Tries turning the tv on at the box. Nothing.Emmanuel tries the light. Nothing's working. Rocks checks the fridge. Other lights.Rocks grabs the electric key. Reaches into her pocket for the money envelope. It's not there. She panics. Begins searching.Emmanuel is distracted by toys.Rocks searches under the couch.

Rocks opens the door with a bag of rubbish in hand. Catches Geraldine outside about to knock. Geraldine looks curiously into the pitch black flat.Rocks drops the rubbish bag outside and shuts the door in Geraldine's face. Exhausted, unable to lie or engage at all. She looks down at her ringing phone. Diverts Sumaya's call.

Rocks piles all the duvets and blankets on top of Emmanuel to keep him warm. Rocks tries Funke's phone again. This time she receives a "number disconnected" voice message. looks at Emmanuel sleeping. Guilt and panic on her face. Unsure if she knows what to do. Rocks holds him close to stop herself from crying.

Monday, back to school. Rocks kisses Emmanuel goodbye.They do their handshake to seal the promise. As Rocks walks away, Emmanuel's teacher runs after her. Emmanuel's teacher has questions about Emmanuel's bumped head. Rocks stumbles and laughs an excuse about jumping on the bed. It doesn't make a lot of sense. The teacher also observes the state of Rocks' uniform. Rocks hadn't noticed in the dark flat she dressed in. The teacher smiles to hide her judgment. Her conclusion.

A queue forms at the receptionist's desk. ROSHé (new girl, 15, from Nottingham, on her 4th secondary school, in 3 years, and her 5th reinvention of herself... she's hoping this one sticks) hangs around waiting to be instructed on where to go on her first day.little at it. The two catch eyes. Smile at one another.

Come with me. I got a motive. We've got to leave Emmanuel here though.

Anna, me and Rocks want to go to the library. But leave Emmanuel here?

I work in the salon sometimes... When the customers are paying I take pictures of their credit cards, their debit cards, their receipts, and I just hand it over to Mo and Mohammed.

Got a better place in London. Bigger. Bigger than this. On Oxford Street.

You seemed like... like you've got stuff on your mind. When I ran into you on the way to school you looked... kinda scared...

It ain't. It's Polish or Gypsy or something. My step-mum used to tie them round my wrist when I was a kid, if things were getting a bit... a bit much. It's like a blessing. Or a wish for good things to come or something. I dunno.

Yawa drums on the table. Khadijah raps ingredients. Girls ad lib, "ayyy". Dance.Rocks ignores or doesn't hear Sumaya.Roshé enters late.Roshé grabs a spatula as instructed. Looks around nervously for a group to join. Approaches a table.The girls laugh. Rocks watches on. Comes to Roshé's rescue.Girls whisper and laugh at Roshé across the room.Roshé sees red. Turns back. Tips a bowl of cake mixture into Natasha's lap.fury. Equal part embarrassment.The oohs and ahhs grow louder. Challenge Natasha and Roshé to a duel, whether they want to or not. There is an audience now. And they expect a show.Girls are on their feet shouting. The Teacher is calling for calm. Too late. Fever has taken the class. Roshé steps to Natasha. Natasha to Roshé. Neither is backing down. Flatbread flies back and forth. Rocks defends Roshé with an expert malawa toss. Other girls get involved. Batter is catapulted across the room. Angry screams quickly turn to mischievous screeches. A class wide food fight is on. Full scale teenage mayhem. The Teacher has lost control. Sumaya looks on with jealousy at the familiarity between Rocks and Roshé. Rocks is relieved to have a distraction and a break from Sumaya's heavy worrying.

The girls walk out the school gates together. Sabina kicks a football round. Rocks hangs back with Roshé. A bond has quickly formed. Rocks notices Roshé's nails.Roshé's admiration for Rocks slips out. Rocks waits in the primary school playground for Emmanuel. She feels like a giant in a tiny world. Emmanuel races over to Rocks carrying a frog in a tank. Rocks eyes it with suspicion.Emmanuel's teacher appears behind Rocks.Rocks looks skeptical.Rocks puts on a smile.Rocks and Emmanuel round the corner to their block. Emmanuel carries Tiny in the tank. A smartly dressed Man (white, dad- bod) and Woman (black, middle aged, motherly) stand outside. Rocks pulls Emmanuel back. Hides. CUT TO:

The Man and Woman wear local borough lanyards and ID passes. They knock repeatedly. Their knocks disturb Geraldine. Geraldine opens her door.Geraldine notices their lanyards.BACK TO:

Rocks watches on from her hiding place. Tries to read the situation. Tries to read lips. No luck.Emmanuel goes to protest, but Rocks is off.

Rocks skulks up the stairs. Gets close enough to hear.Rocks feigns excitement. Emmanuel is excited. He loves Sumaya. Emmanuel remembers that he would need his own pillow and blanket to facilitate a sleepover. Emmanuel is particular. A boy of habits and routine. One who requires advance notice for such a disruption to said routine. Rocks begs Emmanuel to cooperate. Something clicks with Emmanuel. Emmanuel sees Rocks' desperation. Takes Rocks' hand. Nods. Rocks kisses Emmanuel. Grateful.

Don't get me wrong, she's a lovely mum... when she's on form... I just know she gets a bit down sometimes. And I haven't seen her in a few days, I'm just a bit worried for the kids.

Sumaya's Uncle and Brother are in the front garden. They drink tea and talk amongst themselves. Uncle eyes the tank in Emmanuel's hand.Emmanuel protectively grips the tank tighter.There is a belonging here. Rocks doesn't have to be announced or make requests. Brother calls for Sumaya. Sumaya comes to the door. Emmanuel runs straight into Sumaya's arms. He loves her. The feeling is mutual. They hug and laugh. His joy pierces the tension between the two girls.Uncle still watches the frog. Emmanuel watches Uncle. Holds Tiny close. Rocks and Emmanuel walk in.Sumaya and her brother roll their eyes at their uncle.

Sumaya's Mum receives Rocks warmly. But questions Sumaya in Somali. It's a school night. She should have been informed. She would have made more food. Sumaya expertly bats away all of her mum's questions and concerns. Sumaya is loyal. Sumaya is walking on egg shells around Rocks. She is desperate to help her friend. Desperate to fix it. But the growing barrier is making her resent her friend. A gulf is forming between them.

Rocks is at home here. There is a picture of Rocks and Sumaya amongst the family pictures. Framed. Pride of place.

Sumaya's large family eat around the table. They laugh. Tease. Talk over one another. They are tactile. Affectionate. Sumaya's mum fusses over them all. Spoils them. There is undeniable love here. It is a joy to witness. But, simultaneously a pain for Rocks to witness. She isn't jealous... But, she wishes the lump in her throat would dissolve.

Sumaya and Rocks get ready for bed. A beautiful dirac hangs in Sumaya's room. It is her bridesmaid dress. the day. She and her brother are close. She doesn't want him to leave. But Sumaya pretends that what she truly dreads is her bridesmaid role. Sumaya hates being on show... Especially in a dress. Sumaya is more a dungarees kind of girl. Rocks teases Sumaya. Excited to see her in a dress for the first time in their friendship. Sumaya dresses Rocks in the dirac. Rocks poses in the mirror. Rocks isn't much of a dress wearer either. The two laugh hysterically. It feels like their friendship is back on track. Sumaya's Mum and sister, Fawzia come to the door. They speak in Somali and English.Rocks and Sumaya both laugh at the idea. Sumaya's Mum looks across the corridor at Emmanuel asleep on the couch.Fawzia sees the look of worry on Sumaya's face. She isn't sure what is going on, but steps in to cover.Fawzia leaves.Rocks removes the dirac. Sumaya hangs it. Thinks.I said I'm here for tonight.Rocks pants.Sumaya says nothing.Silence. Too far. Rocks storms out of the room. Sumaya cries in regret and frustration.

Their mum knows they're here? Are you sure I shouldn't call her.

She said it's cool, don't worry. See yous in the morning. Night.

Rocks curls up on the couch with Emmanuel. Her jaw clenches. Eyes wide open. She won't sleep now. Too angry. Too hurt. Too scared that Sumaya's words may be right. Sumaya and Rocks get ready in silence. Ignoring one other. Seething. They both turn down the breakfast Sumaya's mum offers. They turn separate ways at the door. They do not look or speak to each other. Both a little worried that this argument has pushed them beyond the point of no return. Both terrified of losing one another, but too angry to turn back to each other.

Emmanuel carries Tiny in the tank as he walks towards the gates with Rocks. Rocks spots the same Man and Woman with the lanyards, outside Emmanuel's school.Rocks leads Emmanuel away.Emmanuel is confused. Rocks feels bad for lying.

Roshé walks quickly. Late. As usual. Roshé steps into the road without looking. A cyclist swerves. Oi watch where-

Roshé runs into Rocks. Rocks is walking in the opposite direction of school.Roshé is intrigued.Roshé grabs Emmanuel's hand.Rocks laughs a little to herself. Roshé once again provides a welcome distraction. A moment of relief.

The complete identity collages. Yawa's collage is full of justice related images. She wants to be like her mum - an immigration lawyer, fighting for justice for people without a voice. But she wants to be rich. Her mum isn't rich. Yawa wants to find a way to change the world but also have a Kylie Jenner G-Wagon. Like Oprah... I basically wanna be Oprah. Khadijah wants to be Beyonce. She is adamant that she will not settle for Michelle, no matter what Mean Girls have to say about her lofty dreams. Sabina has pieced together any trace of "Polish Romani" imagery she can find to create a story of her heritage. Sabina is proud of this. Sabina talks proudly of her lineage. The rich culture. How it has shaped who she is. She lists off famous Romani people.Agnes' collage is unclear. She can't explain the splodges of colours. Agnes refuses to use images from the magazines because of the oppressive impact magazines have on women. Agnes isn't sure who she is or what she wants. She's always trying on personas and rehearsing words she's heard before. Sumaya is distracted. Questions about the whereabouts of Rocks irritate her.Sumaya pretends not to be moved by this. Her eyes betray her.

Ok so I'm walking up to the school gates just minding my own business. And then guess who I see?

Ferrero Roshé. New girl, walking away from School... with Rocks.

I was just calling for advice. I swear. I just wanted to know your options. I thought you'd have rights.

Don't know where this girl thought she was going in that outfit?

Rocks, Roshé and Emmanuel arrive at a hairdressers. This is Roshé's step-mum's sister's shop. languages, ages, sizes and varying beauty needs. It is busy. But many are there for the conversation and company, rather than the service. Rocks eyes the tired looking make up station. She tells Roshé she has her own kit. Professional quality. Roshé knows she's talented, she's seen her Instagram. Rocks asks if her mum might let her do some hours here. She could bring in customers. Roshé regards Rocks - intrigued.Rocks nods. Tries not to appear too enthusiastic. Roshé takes this in. Roshé's step-mum, ANNA (larger than life, social, funny, vibrant, dresses youthfully) makes a fuss over Emmanuel immediately. All the women love him.A salon worker takes Emmanuel over to a pedicure chair. Turns on the water and bubbles. Emmanuel laughs. Rocks watches on. Happy to see her brother happy. Anna hands Roshé a stack of letters. Roshé opens them. A little embarrassed. Piles them. Notes instructions in Polish.Roshé folds and hides the letter from school detailing her absences and risk of suspension.Embarrassed, Roshé shuts her down. Rushes away. Anna smiles away her disappointment. She understands. Smiles an apology. Rocks pretends not to have seen or understood the exchange.Rocks hesitates.Anna looks over at Emmanuel enjoying himself. She speaks to the other Salon Worker in Polish.Rocks watches Emmanuel play in the water and with nail polish. A little guilt. But mostly relief to have a break. He'll be fine here, she's sure.

Roshé laughs. Me and Sumaya been best friends ever since... Sadness and longing washes over Rocks. Rocks shakes it off.The girls laugh.They laugh. Roshé thinks about her next words. Partly showing off. Partly trying to impress. Partly trying to entice.Roshé flashes a wad of cash.Rocks covers her ears.backpack.

Roshé and Rocks approache MO and MOHAMMED. The boys wait for them on their bikes. Mo smiles at Rocks. Rocks tries not to let her nerves show on her face.Mo swings his bike around for Rocks to board. Rocks looks skeptical.Roshé jumps on the back of Mohammed's bike. Mohammed zooms down the road. Roshé screams with delight. Hands in the air.Rocks laughs. Shakes her head. Climbs on.

Swear? Me too. Half Jamo, I mean. Other half's Chinese and Ukrainian.

You know, I know some nice spots to London... Better views than this. I wouldn't mind showing them to you. I'm free next week, if you're up for it.

Music blazes from Mo's phone. They cycle fast. Tricks. Off and on pavements. In and out of cars. The wrong way on one way roads. Stop for selfies. The girls giggle and scream. Sing along to the music. Catch the eyes of the boys. Smile. Blush. Flirt with their eyes. Rocks is fully involved now. She's having the time of her life. Closes her eyes. thoughts and wash them away.

They come to a stop outside a stunning apartment block. The girls look up at the building in awe. The boys watch their faces. Proud and satisfied by their responses.

Mo unlocks the door to the penthouse. Their eyes widen as they step in. They take in the sights. Roshé and Rocks are blown away.They mess around exploring the flat. They film videos. Make drinks at the minibar. They head out to the balcony.

Mohammed and Roshé take pictures at one end of the balcony. Rocks and Mo look out at London's skyline at the other end.Rocks laughs.Rocks laughs harder. Mo watches the light in her eyes.Rocks blushes. Shy. Shrugs.Rocks laughs again. Mo enjoys making her laugh.

Rocks carefully selects the right shades and colours out of Roshé's makeup bag. Checks them against Roshé's skin. Thinks hard. Concentrates. She's in her element. The girls talk about what their lives would be like if they lived here. Fantasize about their days sunbathing on balconies under a grey London sky, above congested London roundabouts. They talk about what changes they would make to the decor. The parties they would host. The weight is lifted from Rocks. She is a child again. Dreaming and becoming lost in her imagination. Roshé lies that her home in Nottingham was like this.Oxford Street? How come you go to our school then? Roshé hesitates. Stumbles. The lie flashes above her head. Rocks sees it. There's a loneliness about Roshé. A desperation here. The facade slipping a moment. Rocks saves Roshé from the embarrassment.Rocks holds a highlight palette up to Roshé's cheekbone. Roshé quickly laughs the mask back into place. Rocks applies the highlighter. Roshé watches Rock's focussed face.Rocks sighs finally.Rocks isn't sure how much to share.Roshé ties one bracelet around Rocks' wrist.Roshé laughs.A moment of sadness flashes across both of their faces. Roshé catches herself in the mirror.They laugh.Let me go show the boys. Roshé leaves the bathroom. Rocks packs away the makeup. Puts the makeup bag in Roshé's bag. Rocks' hand hovers over the pocket she saw Roshé put the money into earlier. Looks at herself in the mirror. Snaps out of it. Carries on packing away the makeup.

Rocks returns to the group.Roshé spots a man in a suit and a couple walk into the living room adjacent to the balcony.CUT TO:

The others spot the estate agent.Rocks, Roshé and the boys get up with their drinks. CUT TO: The Estate Agent spots the kids. Looks confused. Panics.Estate Agent runs after the kids.

Rocks and her new friends are through the other door, down the stairs and out of the flat before they are caught. They laugh hysterically. Mo carries his drink in hand still.

Rocks and Emmanuel walk towards the flat. Emmanuel carries Tiny. Drags his feet. Rocks takes the tank. Drags Emmanuel. Looks towards their home. Knows they can no longer stay there. Makes up a game to ensure Emmanuel stays quiet and moves quickly. Scared of notifying the neighbour. Scared of a return visit from the man and woman with the lanyards. Rocks creeps and looks around corners to make sure there is no one around. The coast is clear.

Rocks packs a bag for the two of them. Packs Emmanuel's pillow case and blanket. Packs food. Rocks goes through Funke's wardrobe. Picks out an outfit that makes her look sufficiently older. Puts on makeup and fixes her hair. Rocks takes note of her tired, bagged eyes in the mirror. Sees, for the first time, how much she looks like her mum. Rocks calls Funke again. The number is disconnected.

A dressed up, older looking Rocks arrives at the B&B/Hostel with Emmanuel. Rocks easily passes as a young mum. The manager is lecherous. His advances make Rocks uncomfortable. Rocks pulls out a wad of money. The money from Roshe's bag. Rocks pushes down any doubt or regret. Looks at Emmanuel to remind herself that she had no choice. Rocks pays for one night. The room is a little grotty. But there is heat, light and a TV with Freeview. Rocks dresses the bed in the bedding from home. Emmanuel is satisfied. Rocks pulls out a Superdrug bag of brand new Revolution Pro makeup. Rocks beams at the products. Recreates celeb looks on her and Emmanuel's faces. Takes pictures. Posts them on social media. Rocks is talented. CUT TO:

Rocks blocks out the dodgy noises, coming from the hallway, with a towel, under the door. Rocks lays out a picnic of snacks and sandwiches. She and Emmanuel watch TV, talk and laugh.

Rocks packs away their leftovers and rubbish. Emmanuel watches his sister.Rocks ignores Emmanuel. Huffs. Continues packing things away.Rocks ignores her brother.Rocks stops in frustrating.Rocks collapses onto the bed. Exhausted in more ways than one. I don't know Manny. I don't know why she left... And, I don't know when she's coming back. Collapsing next to his sister.Emmanuel takes Rocks' hand.Rocks follows Emmanuel's instructions.Rocks shrugs the tears back.

Rocks sleeps. For the first time in a long time. Her phone buzzes. She wakes. Checks her notifications. A DM on Instagram. Someone is offering to pay her £50 to do their birthday makeup. Rocks is elated. This is the beginning of something special for her. She knows it.

The class is vibrant. Ms Booker takes the register. Stops after Rocks' name. Queries if anyone has heard from her. All say no.Sumaya is irritated by the expectation that she should know. Irritated by the fact that she doesn't know.Lovers tiff? Others whisper curiosities. What could have shaken the power pair?

Emmanuel is bored. Begs Rocks for a trip to the park. Emmanuel usually has a park trip twice a week - on Saturday and Tuesday. Emmanuel has missed both his park days. Rocks agrees to make it up to him. Emmanuel insists on bringing Tiny.

Laughter.Teacher points her finger to the door.A fifth of river fish in the UK are transgender because of contraception medicine in the water.Teacher nods. Acknowledging Girl 2's self-correction.AGNES face flushes bright red.The class ooh and ahh. Agnes sinks into her seat. Once again, she has found herself saying and doing the wrong thing.The class quiet. Snigger. Agnes lowers her red face.

Rocks and Emmanuel play in a park. It's empty. It's not the nicest of parks, but Emmanuel is satisfied. They swing.tank.Emmanuel gasps in genuine shock. Rocks bursts out laughing.Emmanuel sets the frog free.Two PCSOs pass by. One notices Rocks and Emmanuel playing.Emmanuel smiles at the officer. Returns to the top of the slide.Try me.Rocks offers her back for Emmanuel to climb onto. Emmanuel excitedly does. With Emmanuel on her back, Rocks power walks away from the inquiring officers.Rocks rolls her eyes.

Sumaya runs her and Rocks' tuck-shop alone. Roshé leans through the crowd. Picks up a bracelet, from Sumaya's table. Sumaya looks up at Roshé.Roshé slides on a bracelet. Mates rates yeah?Roshé puts her hand to her chin, smiling wider at the reaction. Wanting to push it. The air is electric.Roshé starts to walk away. Sumaya glares at Roshé's back, anger boiling over.Roshé keeps walking. Sumaya gets up. Follows Roshé.Roshé turns. Sumaya pushes Roshé. Roshé is shocked. Holds her ground. Pushes back. This riles Sumaya even more. Sumaya pushes Roshé with full force. Roshé flies into a chair, smacking her head. Blood appears quickly. Silence spreads through the canteen. The duty teacher rushes over.The girls look at each other. Shaken. Scared. Sumaya opens her mouth. Ready to defend.Roshe throws the bracelet down. Your shit is tacky, by the way.

Ms Booker knocks on the door. Peers through the letterbox.No answer. She walks away.

Rocks and Emmanuel ride on the top deck. Rocks checks her phone. DMs from her prospective client instructing her where to meet. Rocks is nervous. Excited.Emmanuel nods.Rocks looks out the window. Checks the address in her phone. Presses the bell.The bus stops. Rocks stands. Looks out the window. Spots Roshé and a reluctant Mo racing to catch up to the bus.Panics. Wills the bus to drive. Roshé is screaming up at her. Rocks ducks from embarrassment as the whole bus looks between Roshé and Rocks.The bus begins to pull away. Rocks peers over her shoulder out the window. Roshe just missed it.Roshé's voice cracks a little. Rocks cries silently. Emmanuel watches her.

Rocks arrives back at the B&B/Hostel with Emmanuel. Notices their belongings by the front desk. Fumes. Checks their bags.school uniform and school ID. Rocks is fuming. Rage springs tears in her eyes. The manager is taking away the only security they've had for days. Rocks insults the establishment and the manager's lascivious ways. Loud enough for the few people in the bar to become uncomfortable. The manager threatens to call the police. Rocks dares him.The manager shifts, uncomfortable.On their way out the manager makes a racist slur under his breath. Rocks pushes Emmanuel behind her. As if to protect him from the words. Rocks let's all the wrath of hell rip loose on the manager. She unloads days, weeks, maybe even years of pain. Emmanuel watches. Grows angrier. Picks up Rocks' bag and throws it at the Manager. The bag contains Rocks' makeup. The makeup smashes all over the floor. Rock stares at her only lifeline, crumbled at her feet. Her mouth open. Her hope lost.

Rocks and Emmanuel walk. Emmanuel complains of tiredness. Rocks unlocks her phone. Scrolls through her contacts.

Rocks arrives at PFC. Khadijah and her dad argue. Rocks waits to be noticed and for the shop to empty. Rocks makes up a story about losing her keys and her mum working late. Khadijah has heard rumours from Roshé. She is worried about her friend. Are you ok?Khadijah looks at Rocks doubtfully. Rocks reads Khadijah's love as pity. It irritates her.Rocks tries not to let her concern take hold. Khadijah's dad yells in Bengali. Khadijah rolls her eyes.

Rocks collects Emmanuel and her bags from behind PFC. Rocks unlocks her phone. Scrolls through her contacts. Pauses at Sumaya's name. Scrolls back up to the top.

Rocks carries Emmanuel and all the bags. She struggles under the weight of it all- literally and figuratively. Emmanuel drifts in and out of sleep.

Agnes opens the door to Rocks. Confused by Rocks' presence, Agnes stares a moment. weight of Emmanuel and the bags. Under the weight of so much more.Agnes grabs Emmanuel from Rocks. Tries to hold Rocks up too.

Agnes sneaks Emmanuel and Rocks into her room. They pass the living room where Agnes' parents drink, smoke weed, play music loud and argue louder- about politics, about each other, about the state of the flat and their disappointment with their shared life. They are drunk and high often. Consumed with each other, to the expense of Agnes. They may not like each other. Agnes is embarrassed for Rocks to witness this. Hurries Rocks along to her room quickly.

Rocks blubbers the most uncensored version of the last week's events. Tells all.Emmanuel snores. They laugh a little. Rocks notices a picture of her and Agnes on Agnes' wall collage. They are very young in the picture. Rocks is sorry that they drifted apart in secondary school. Agnes pretends that it doesn't matter. But it does. The apology means a lot to Agnes. Agnes feels grounded again. She has her friend back.

I didn't even do anything. I'm not like them other kids that swear to their mum, I didn't do nothing to her.

Rocks stirs. Wakes to see Emmanuel in her bed. Star-fished. His arm across her face. He must have crept in in the night. She smiles a little. Pushes his arm away. Lets him have all the space he wishes. Rocks stirs. She wakes a little. Her sight is hazed and blurry. She is confused. She thinks she sees Emmanuel, still sleeping, being carried by the man in the lanyard. The woman in the lanyard, Social Worker, stands over Rocks. Rocks doesn't hear her words. Panics. Reaches for Emmanuel. The woman stops her. Emmanuel is carried out by the man.

Bare foot, Rocks chases the man and her brother. Emmanuel is awake. Reaches for Rocks. Rocks screams. Emmanuel screams. Becomes distressed. Rocks jumps to reach for Emmanuel. Fights Social Worker as she tries to help. Chaos. Social Worker has Rocks restrained. Rocks is tired. Rocks doesn't hear Agnes' sobs. The woman holds Rocks. Implores her to calm down. Shows her ID. Rocks doesn't hear the words but reads the woman's lips- "Social Services". Rocks shakes free. Pounds on the door of the car that Emmanuel has been put into.Rocks doesn't hear Agnes.Rocks is in pieces. She cries. Sputters. Pleads.submit to the embrace. She doesn't want to be held. But oh how she needs to be.-Rocks looks to Agnes. Betrayal. Agnes looks away. Shame. Agnes' words are muffled. Rocks stares at Emmanuel in the car seat. Breathes deeply.

Please calm down. You're upsetting your brother- working yourself up. I want you to both travel together. But I can't have you both distressed like this- Please. Please. Take a deep breath. Your friend has told us how hard you've worked to look after him-

I'll arrange a visit but in the meantime, if she wants she can write a letter for me to pass on to him.

We don't know. We suspect she's had difficulty managing her medication and mental health. Rocks has been looking after herself, looking after her little brother, for we think, a couple of weeks now.

Rocks squeezes Emmanuel's hand. Holds him as he cries for his mum. Rocks looks occasionally at the door. At the Woman next to her. In the rearview mirror, at the Man in the lanyard. Trying to hatch a plan. Impossible. Tired. Exhausted. We truly see, maybe for the first time, how rough they've been living. Their clothes are a mess. Their hair is unkept. They are hungry. Tired. Afraid... They are children.

Emmanuel sips hot chocolate. Rocks holds his hand tight. A new social worker enters. Emmanuel is introduced to her. Confusion flashes across Rocks' face. The new social worker reaches a hand out to Emmanuel, offering a new backpack filled with goodies. Rocks will not let go of her brother's hand. Social Worker takes a sad deep breath. Not ready for this fight. Heartbroken too, seemingly, not wanting to be on the opposing side to Rocks.Social Worker tries to separate Rocks and Emmanuel's hands.We've found a lovely home for-Rocks pushes New Social Worker away.Social Worker tries to gently take Rocks' hands from Emmanuel. Rocks grips him tighter.scared brother. She feels like she's failed. She pauses everything. Crouches down in front of him.Emmanuel doesn't really understand.Rocks gestures to New Social Worker.Rocks looks at Emmanuel's shirt. Gently pokes his chest.Emmanuel smiles. He knows the game. He starts to back up. The laughter from the impending tickle attack creeps up.Rocks pokes and tickles Emmanuel until he is almost breathless. Emmanuel is led out. Rocks crumples to the ground. Emmanuel runs back to her. Arms outstretched, ready to cling on for dear life. He is whipped away as his fingers make contact with her tears. (whispered) You promised. Social Worker swallows guilty, helpless tears. Rocks stares down at the red bracelet. Clawing at it. The knot tightens. Her world blackens.

Social Worker pulls up. Plasters on a professionally optimistic smile.Rocks looks at her. The Social Worker can't answer.

A tasteful, working woman's flat. Eclectic black art - from West African sculptures, to Haitian, hand-made religious dolls, to antique pots, drums and framed Fela posters. Scatter cushions, candles, old bottles of rum and chardonnay. The place has the feel of confidence. Classy. The radio is on. Curry goat bubbles on the stove.

Rocks throws her bag on a dresser in "her" room/the spare box room. Rocks tries to listen through the walls and doors. The radio obscures the voices.

Social Worker talks to ANITA (An attractive woman (50s) who could pass for much younger. She has a strength and warmth about her) and her husband REGINALD (50s. Anita's number 1 fan. Kind eyes. Strong hands. Cycling mad).bits, but I think you might need to pop down to the shop and get some more things- Women's hygiene products, that sort of thing.Anita and Reginald tut and shake their heads.

I cook good, you don't have to worry about that. If you fancy anything let me know, and I'll heat up some curry goat for you, alright?

That's my pleasure. I'll leave you to settle. If you want anything, I'm just in the other room alright.

Rocks and Anita make up the bed together. Rocks is timid. Unsure. Nervous. Anita approaches gently.Anita hovers at the door. Wants to offer more to this little girl who both fills and disappears in this tiny room. A smile is the best she can think of for now.

Rocks sneaks to the stove. Opens the pot. It smells good. Anita was right about her cooking skills. Rocks puts her fingers in the pot. Grabs a piece of goat meat. Gently closes the lid. Careful that the heavy iron dutch pot lid doesn't wake anyone.

Mid morning break. Rocks steps into the canteen. Silence washes over the hall. Followed by whispers. Eyes take Rocks in. Rocks looks like a shell of herself. The confidence and surety that aspired popularity and admiration has been drained from her. There is nothing left of Rocks. Some enjoy this moment. They see an opportunity for them to rise through the school hierarchy. Jump ahead a few places in the ecosystem. Whispers turn to quiet giggles. Sumaya watches. She's tormented. Unsure what to do. Still hurt. Pained. She can't look at Rocks. Can't look away. Rocks hovers at the door. Jaws clench. Eyes water. She won't let the tears fall. Her leg wobbles a little. Still so tired. But won't crumble. Sumaya's heart pounds. Mouth dry. Hands sweat. She grips and twists her skirt. Breathing deep. Remembering to breath. Rocks looks down. Sumaya hates this. Hates that she doesn't recognise her best friend. She takes a deep breath. pushed back from the table. She stands. Rocks looks up. Eyes meet. Hearts burst.CUT TO:

Rocks, Sumaya, Sabina, Khadijah and Yawa sit in awkward silence. Sumaya takes a spare bowl. Empties the cake out. Scrapes the custard off it. Hands the cake to Rocks.Rocks eats the cake. Sumaya eats the custard.Yawa shakes her head.Rocks and Sumaya look at each other. Unspoken repentance and forgiveness.They all laugh. Rocks is relieved for this moment of safety with her girls.

The girls sit around on desk. Rocks is still a little quiet. Reacquainting herself with her place in this group.The girls laugh at Khadijah.They laugh. Rocks exhales for maybe the first time in weeks.Rocks reminds Sumaya that it's Emmanuel's birthday. That this will be his first birthday without her. Sumaya has a soft spot for Emmanuel. She'll do anything to have things like they were before with Rocks.Rocks gulps back tears. Thanks. Khadijah, Yawa, Sabina and Sumaya discuss ideas. The plan is raised to sneak out of school. Get a train to Hastings. Rocks saw Emmanuel's new address on the social worker's folder. She looked up the schools closest to Emmanuel's new address. She's sure there's only one viable option. She wants to see him. Khadijah looks up the price of train tickets.All their eyes widen. Yawa counts how many of them there are. Does some quick maths on her fingers. The total shocks her.Rocks sighs.Sumaya sees the hope fading from Rocks' eyes. Refuses to give up.They begin to fish for coins and notes in purses and bags. Sumaya holds a hand up to reject any objection from Rocks. They pool their money together. Khadijah got paid yesterday and intended to save the money for Wizkid tickets. Khadijah gives it up and adds it to the fund. Sabina was saving up for shin pads. She's managed to collect a tenner, offers it to the pot instead. It's her confirmation soon, she's sure she'll get more money then. Sumaya got money at her brother's wedding. Contributes the last of it. There are pictures. Sumaya shares them. She's embarrassed. No one has ever seen her in anything but trainers or Kickers. They laugh and tease. Agnes enters. The room goes silent. They all watch as Agnes makes her way to a seat near Rocks.Agnes looks at the pile of money on the table. At the ticket site open on Khadijah's phone.Khadijah quickly locks her phone and moves from Agnes' eye line.Agnes puts in the last and much needed £10. She holds it out as a peace offering. Rocks looks her in the eye. All is not forgiven.Yawa takes the money. Holds it up to the light.Khadijah and Sabina laugh at Yawa. Agnes doesn't. Rocks can't. Sumaya watches her friend closely. Ready to step in for her if she needs.The girls arrive at the station. They are dressed in bright colours and full of excitement. This unauthorised adventure has their adrenaline high.

Fam, that's the only Hastings I know. Do you know any other Hastings?

The girls hover. They try not to look suspicious.Khadijah bounces anxiously.Khadijah quickly wipes the sweat from her top lip and forehead. Rocks approaches the barriers. Puts the ticket in. Sumaya rushes through behind her.Agnes spots a lady in a push chair open the luggage gate.The remaining girls run over to the gate. Hold it open for the mum. Rush in once she's past. train beeps.The girls run, screeching down the platform. Grab each others hands. Squeeze tight. Jump onto the train just in time.

The train is near enough empty. The girls play music. Sing. Dance. Reconnect. Hide from the ticket inspector. Hide from the British Transport Police. They have the time of their lives.

Rocks steps out of the tiny cubicle and bumps right into Sumaya. The door bumps her.This is the first time they've said the words. They both needed to say it, more than they neede to hear it.They smile. Awkwardly. Not sure what to do with this moment. Wanting to hold onto it a while.They laugh. Grab each other tight. Hold each other tight. For ages. The girls arrive. The views are spectacular. They are blown away. They take it all in. The sea. The sisterhood. The solidarity. The survival.The girls fall about laughing. Their joy piercing the silence of the sleepy town.

Rocks and Sumaya look at their maps app. They turn left. The others follow. They arrive at the bottom of a hill. Khadijah lags at the back.Khadijah groans. Her feet already sore in her sandals.The girls laugh at Khadijah's floral, flowing frock.

The girls peep through gates. Search the faces of kids in the playground. (looking at all the white faces) At least it won't be hard to spot him. Rocks squints. Her eyes dart quickly. Her heart pounds hard.Rocks watches Emmanuel play for a moment. He laughs and yells in delight.Rocks tunes everyone and everything out. Stares at her brother. Eyes water. She knows what she has to do. She holds on to the sight of his smile and the sound of his laughter a moment longer. FADE TO:

Rocks sits. Alone. Processes, stares, questions her decision. Squeezes Emmanuel's toy dinosaur tightly. Sumaya puts a milkshake in front of Rocks. Sits next to her. Tears fall helplessly down Rock's face. You did the right thing...Sumaya puts an arm around Rocks. Pulls Rocks close. Rocks rests her head - finally - on someone's shoulder. They sit together in silence. Drink their shakes.

The six girls play on the beach. Take photos. They each take their turn to dance around Rocks. They work hard, but effortlessly, at pulling her out of her sadness.

They stand in a line at the edge of the water. Trousers rolled up to shins. Hands held. Edging carefully into the water. Screaming with every inch and splash. They play. Children. Friends. Sisters. We bask in their youth, their hopefulness, their girlhood. CUT TO BLACK: CREDITS

FROM THE FEDERAL NET - NOTICE - JOIN UP NOW ! Proud YOUNG PEOPLE in uniform , the bloom of human evolution .The mobile infantery logo : LIGHTNING BOLTS ON A BLACK SHIELD .Behold actual pictures of a METEOR , this one a mile across , as it hurtles past an observation ship .A BRIGHT EXPLOSION in space out beyond the moon .KLENDATHU - WHY WE HAVE TO FIGHT ! Klendathu , a fierce orange planet ringed by an asteroid belt , orbits a double star .A `` You are here '' map of the KNOWN GALAXY shows the Earth in relationship to the BUG PLANETARY SYSTEM and Klendathu .LIVE BROADCAST - FROM ORBIT - THE INVASION OF KLENDATHU ! For BATTLE GROUPS , sixty STARSHPS strong , orbit the orange planet . Graphics : KLENDATHU : THE INVASIONthe invasion has begun !

Join the mobile infantery and save the world! Service guarantees citizen - ship. Would you like to know more?

But this time we are ready! Planetary defenses are better than ever! Would you like to know more?

Klendathu, source of the bug meteor attacks, orbits a twin star system whose brutal gravitational forces produce an unlimited supply of meteorites.

To ensure the safety of our solar system, Klendathu must be eliminated! Would you like to know more?

From all over the known Galaxy, prospectice citizens work together to make a better tomorrow! Would you like to know more?

A murderer was captured and tried today. Sentence : DEATH. Tonight at six, all net, all channels. Would you like to know more?

If you think you are psychic, maybe you are. Harness your unique abilities and take advantage of the many Federal benefits available for psychic citizens. Would you like to know more?

Disregarding Federal warnings, Mormon extremists established Port Joe Smith, a settlement of 300 on Tango Urilla, a system just inside the Arachnid Quarantine Zone.

Too late they realized tha Tango Urilla had already been chosen by other colonists - Arachnids!

The council asks future colonists to obey all official Federal warnings. Would you like to know more?

Buenos Aires has been wiped of the Earth. Nothing lives in what was once called the Latin Paradise.

The Federal Court met moments ago and voted unanimously for mobilization to destroy the Arachnid threat.

The meteor derived from here, near Klendathu, in the Arachnid's home system.

Out of the ashes of Buenos Aires comes first sorrow, then ANGER!

Cap Troopers establish a foothold on Dantana, a planet system at the outer edge of the Arachnid Quarantine Zone. Casualties are high, but casualties wo n't stop the Mobile Infantery! Would you like to know more?

Everyone's doing their share. Are you? The war effort needs your effort at work, at home, in your community. Would you like to know more?

Sky Marshall Dienes announces plans for an offensive against Klendathu, source of the bug meteor that destroyed Buenos Aires.

We now break net and take you live to Fleet Battle Station Ticonderoga deep inside the Arachnid Quarantine Zone.

Everyday Federal scientists are looking for new ways to kill bugs and you can help.

Crsisis for Humankind! Fleet official admit they underestimated the Arachnid's defensive capability. Would you like to know more?

Accepting responsibility for Klendathu, Sky Marshall Dienes resigns. His successor, Sky Marshall Tahat Meru, outlines her new strategy.

To explain the intelligent military actions of the Arachnids, Federal Scientists postulate the existence of a leadership caste. BRAIN BUGS!

Families oof those who have died or become incapacitated by Federal Service are entitled to benefits! If you see the name of a loved one, please do not call. A Federation official will call you. Would you like to know more?

Armed with more soldiers, more ships, and with a unity unmatched in all of human history, the Federation marches on!

Better gas to kill bugs with and, soon, the capacity to crack a planet in half with just one bomb!

Citizenship now guaranteed to all able applicants. Put your plans on hold to fight for the future! Protect your continued right to evolve! Would you like to know more?

takes the Mobile Infantery CAP TROOPERS wearing fully armed Marauder POWER SUITS as they move up the line , the pans to the NET CORRESPONDENTBlood hits the lens as the Correspondent is cut in half . The CAMERA catches a glimpse of HUGE CLAWS as Cap Trooper JOHNNY RICO , 18 , blows away SOMETHING BIG big with his pulse cannon .The cap troopers move out , among them DIZZY FLORES , 18 , ACE LEVY , 19 , and KITTEN SMITH , 18 . The CAMERA pauses , unsure .The CAMERA follows . The PULSE of BUG BATTERIES is blinding . Cap Troopers scream as they are torn apart right and left by an enemy seen only in disorientating glimpses .The group splits into two , and the CAMERA follows Johnny . Something slices Kitten Smith , and he goes down screaming .Johnny stops to help his comrade . A CLAW slashes into him .Now something grabs the CAMERA , spinning it around . We glimpse the hideous jaws of an ARACHNID WARRIOR .The CAMERA hits the ground . Johnny , badly wounded , bleeding from the mouth , crawls into CAMERA , trying to get away from the dark INSECT SHAPES that close in on him .His eyes glaze over as he remembers

We've just landes here on whar cap troopres are calling `` Big K'' with the 6th Mobile Infantery division. It's an ugly planet, a bug planet, a planet hostile to life as we iGKKKKKK!

No one here in the AQZ knows when the invasion of Kendathu will occur, but everyone's talking about it, and the talk says tomorrow!

Here's a bunch of M.I. kids who look like they eat bugs for lunch!

Some say the bugs were provoked by human attempts to colonize within the AQZ, that a `` live and let live'' policy is preferable to war with the bugs.

We've just landed here on what cap troopers are calling the `` Big K'' with the 6th Mobile Infantery Division. It's an ugly planet, a bug planet, a planet hostile to life as we kow iGKKKKK!

The difference lies in the field of civic virtue. A citizen accepts personal responsibility for the safety of the body politic, of which he is a member, defending it, if need be, with his life. The civilian does not.

Who cares about bugs? You ca n't go anywhere if you do n't know math.

What's he got against me. I mean, I'm a teenager. You ca n't be a citizen when you're only a teenager!

Well, if your dad does n't like me, how come we're such good friends?

In addition to `` psychic dolt'' this test also proves I'm unlucky? Two of hearts.

I would n't want to know what everyone was thinking. Four of spades.

He just wants attention. You do n't play with him like you used to.

I've been thinking about applying for Federal Service, too. Fleet, maybe.

I'm eighteen. It's my decision, I think I'd make a pretty good pilot. I've good great reflexes. You need that for maneuvering, you know.

All I know is Carmen's going to be a citizen, and I do n't think it'll work out for us if I'm not.

It's aterm of service, not a career. I just want to get out on my own and see the Galaxy for a couple of years.

No, Mr. Rasczak does n't do that at all. He sorta discourages you really.

Wait a minute! Carl is doing his Federal and he is n't inferior. He's the smartest kid at school!

I do n't know what they teach at Harvard, but I think I'm pretty good enough the way I am!

Well, that's what you're saying! You're saying that I'm not good enough the way I am now!

I just wanted to say thanks'cause History and Moral Philosophy was the best class I had this year.

I wan na join up, Mr. Rasczak. I think I have what it take to be a citizen.

Well, my parents are against it, and I know it's my choice, but I was wondering. What would you do if you were me?

What are you talking about? We both know you're gon na be a pilot.

I'm gon na do it, Carmen. I'm gon na sign up for Federal Service.

Maybe Carmen's gon na make her own decisions from now on, Mr. Ibanez.

I'm not going on vacation! I want to be acitizen! It's my decision. I made it.

Who cares! The Federation'll give me everything I need for the next two years, right?

You are. I joined up to get out on my own. And you had to tag along.

I know it's not much, but it's home. Over there's my bunk where I dream about you every night.

Boot's pretty tough, and sometimes I think I wo n't make it, but then I imagine you're watching me, and that gives me someting. I try harder. Thanks to you, I think I might have a shot at squad leader.

Uh - oh, I got ta pack it in. I hope you're having fun, hope you're careful. No training accidents for you, eh?

I just want you guys to know that I'll never do anything that I have n't asked you to do first.

I joined up for her. I would n't even be here if it was n't for her. I'm a fool.

Alright, no more screw ups. Ace takes point. Diz, you and Kitten Smith cover the flanks. Djana'd, you're rear guard. Move out.

Sir, yes, sir. Breckinridge reported a helmet malfunction, and I asked him to show it to me, sir.

Sir, I needed everyone in my squad operational, sir. I. I wanted to win, sir.

Hey, they humiliated me in front of everyone! I'm just supposed to take it, huh? Well, I'm not gon na, and I guess that proves I just ca n't cut it.

It's not really working out for me here, dad. I was thinking. I was hoping it would be alright if I came home.

Sir, i know it was wrong. I did n't learn from one mistake and I made another, sir.

It's alright, I guess. You hear from anyone made it out of B.A. alive?

I get it. This is the part that's best for both of us. Do n't do me anymore favors, eh?

Not with an officer, no, sir. The M.I. does n't mint stupid cap troopers.

Seeing as how we're about all that's left of 1st Brigade, you'd have to call that an improvement.

Uni High Tigers, sir. Do n't you remember? I was captain of the team.

He was a teacher, kind of a know it all. Always had this little smile.

Must fill your bottle up real quick when your wife and kids get smeared.

They ran out of names a long time ago in this part of the galaxy.

Landing zone is extremely hostile. Come down on this transmission!

This would be mine, sir. Acting Sergeant John Rico. I've assumed command on this mission.

We got ta choke on the mud and the blood and Fleet ca n't be bothered to spit.

Dizzy bought the farm. She was my good friend, and friens are the best luck anyone gets. But in war, we must go on without our friends. We take with us their memory, and we are left to wonder if there is meaning in their death. Let me tell you what it is : Dizzy bough the farm so we can keep on fighting.

Dizzy would n't want our tears. She'd want us to remember her. with a vengeance. So go out and kill a bug for Dizzy. Kill as many as you can. You are her revenge, and every bug you kill honors her death.

Did n't they tell you, Colonel? That's what cap troopres are good for.

I only have two rules. Rule one, everyone fights. Rule two, no one quits. If you do n't do your job, I'll kill you myself. Do you get me?

We'll take this high ground. Lookouts there and therte and up there. If the bugs come upstairs in this neighbor - hood, we'll be the first to know.

Down there on the flats, eh? Listen up, Roughnecks! Our primary objective is to assist our friends from the Fleet.

Alright, cut it out. We will deploy from skimmers in teams of six. If the bugs open up a battery, we put it out of business. Any questions?

Affirmative! Carmen, this is Roughneck base camp. What is your present location?

We're outa here. Lieutenant, get your men into the skimmers. This real estate's about to go buggy.

Ace, get on the com. Tell Fleet we need retrieval. Sugar, salvage some armor and suit up Lieutenant Barcalow.

Alright. Listen up, Roughnecks. We're gon na head west down through bug city, pick up any Rodger Young survivors we run across, and join A Company. Get me?

Mr. Barcalow, save power, do n't waste it on workers. Ace, tell Aardvark we're on our way.

Let's get some armor on her, and the we'll get outa this stinkin bug hole!

Yeah, if I live through this, they'll probably hang me. Now com ` on, let's move out!

Sir, I'd like to turn myself in. Dereliction of duty by an officer during wartime.

is beautiful , just 18 , and quite pleased with herself because Johnny Rico is clearly infatuated with her .The teacher JEAN RASCZAK , 38 , a rugged veteran who proudly displays his missing hand , scowls at Johnny , bemused .But as soon as Rasczak turns back to the class , Johnny begins to sketch a cartoon on his desk 's touch screen .Rasczak points at LANNY , 17 , with his stump .Rasczak is crestfallen , makes a big show of patience .Laughter . Johnny 's cartoon , meanwhile , is taking shape : Johnny and Carmen flying round planet Venus in a space ship .CARL JENKINS , 18 , a superintelligent geek , jumps in .Laughter . Rasczak grins .DIZZY FLORES , 18 , athletic , pretty , no nonsense , chimes in .Rasczak points at Carmen .Johnny presses `` SEND '' on his desk , and the cartoon appears across the way on Carmen 's screen .While Rasczak looks away , Carmen throws Johnny her wonderful smile , and Johnny 's gone , checked out , flying round Venus .Dizzy notices the dreamy look on Johnny 's face . So does Rasczak . He points at him with his stump , snaps Johnny to .A bell rings . Rasczak shrugs , indifferent .

The end of another school year, and for me no doubt another failure. Rico, pay attention!

Here in History and Moral Philosophy we've explored the decline of Democracy when social scientists brought the world to the brink of chaos, and how the veterans took control and imposed a stability that has lasted for generations since. You know these facts but have I taught you anything of value? You. Why are only citizens allowed to vote?

It's a reward. what the Federation gives you for doing Federal Service.

No. Something given has no value! Have n't I taught you dimwits anything? I guess they ought to revoke my teaching credential.

When you vote, you're exercising political authority. You're using force. And force, my friends, is violence, the supreme authority from which all other authority derives.

Gee, we always thought you were the supreme authority, Mr. Rasczak.

In my classroom, you bet. Whether it's exerted by ten or ten billion, political authority is violence by degree. The people we call citizens have earned the right to wield it.

Really? I wonder what the city fathers of Hiroshima would have to say about that. You.

Correct. Naked force has settled more issues in history than any other factor. The contrary opinion ` violence never solves anything' is wishful thinking at its worst.

People who forget that always pay. They pay with their lives and their freedom.

You. Tell me the moral difference, if any, between the citizen and the civilian?

The exact words of the text. But do you understand it? Do you believe it?

Of course you do n't. I doubt if any of you here would recognize ` civic virtue' if it bit you in the ass.

Well, it's not really my job to please. Hope you learned something.

Figuring things out for yourself is the only freedom anyone really has. Use that freedom. Make your own choice, Rico.

This is for you new people. I only have two rules. Rule one, everyone fights. Rule two, no one quits. If you do n't do your job, I'll kill you myself. Do you get me?

Alright. There's a new Sky Marshall and a new plan. We're gon na clean out the systems outlying Klendathu one planet at a time. Tomorrow we hit Tango Urilla. After Fleet glasses the planet, M.I. mops up.

Spread out, teams of three. When you locate a bug hole, secure it, gas it, and close it.

I'm not interested in nostalgia, Rico, I need a corporal. You're it until you're dead or I find someone better.

Do n't worry, Birdie, your next arm comes with a factory guarantee!

We must be right over the colony. Let's get some air support, eh?

Corporal, I want pulse cannons there and there! Rifle teams, spread out along the ridge! Sugar, bring up that flame thrower!

They'd rather spend our lives than risk their ships. Who's got the nuke?

Tango Urilla is now bug free. Means the Roughnecks have killed a helluva lotta bugs!

I expect the best, but I give the best. Habve some fun. That's an order!

Sounds more like some idiot at Military Intelligence Command wants to get me and my cap troopers killed.

My job is to protect the lives of my soldiers so they can kill bugs, Major, and if you're walking me into a trap -

Corporal, the Roughnecks are moving out for Planet P immediately. Get yourself squared away and report to Gillespie for logistics.

Gillespie, put in call for retrieval. We're off this rock. Gillespie, do you read me?

I expext any one here to do the same for me. Rico, Watkins, Flores, Levy prepare for rear guard action. The rest of you make for 4th Brigade.

Rico, you're acting Sergeant now. My last Sergeant lost the com pack. Put together a search team and find the radio shack. We need retrieval.

To all Roughnecks, this is Rasczak. Prepare for attack. Repeat. We are going to be attacked!

Warm it all up! Everything you got! Levy, collect the big guns from the towers. Watkins, put General Owen with the wounded. Rico, where's my communications?

Fall back. form a circle! If no living bug comes over that wall, we can not be harmed.

Rico, Flores, Watkins, Levy! We control the sky until retrieval!

Rico, tell'em to glass this goddam planet. I've never seen so many bugs upstairs at the same time.

This is my farm. Get on the boat, NOW! That's an order, Sergeant.

C'mon you sons of bitches! There's no bug alive can kill a real mAAAAAAA!

Luck is not a factor. No one really knows why some people are sensitive and some are n't. Federal studies like this might provide a clue.

I gave him the impression that there was a fly crawling up my mom's leg. He is going to go eat it.

Only 1 in 14 male applicants make it through stellar navigation. So what do you think your chances are?

Well, we're gon na be millions of light years away from each other, and chances are we'll never see each other again, but sure.

To defeat the enemy, we must know the enemy. Take for instance your basic Arachnid warrior. Minimal IQ, armored, completely lethal. You can blow a limb off.

and it's still 86 % combat effec - tive. But here's a tip : Aim for the nerve stem and put it down for good.

Now while you are out killing bugs, we want you to be our eyes and ears. The bugs use some kind of plasma burst to divert meteors and aim them toward Earth. We need to know how they do this. If you encounter any plasma, report it immediately to your superior. Good luck and good hunting!

This conference is over. Do your duty, Lieutenant. That's an order.

Johnny, I'm sorry it had to be your unit on Planet P. That mission had a very low survival probability.

Elegant proof of intelligence, is n't it? We thought there might be a brain on P.

A colony has to reach a certain size before it produces a Brain. we think 300 generations. Woulda too expensive to launch an operation if there was n't a Brain.

You do n't approve. Well, too bad. We're in this for the species, boys and girls. It's simple numbers, they have more, and everyday I have to make decisions that send hundreds of people like you to their deaths.

Hope you're ready for more. We're going back to P to capture that Brain.

It's good to see you two. It reminds me of the way things were before.

It's alright, sir. Acting Lieutenant Rico was under my orders. psi - orders.

I ca n't. but like I told you, it's a number's game. The Federation needs all the pilots it can get.

I hope you're right, Carmen. We've got one of their brains now. Pretty soon we'll know how they think, and then we'll know how to beat them. One day it'll be over, and everyone will forget that this was the moment. This is when it turned. And it was n't the mighty Fleet, it was n't any fancy new weapon, it was a cap trooper named Zim who captured a brain.

You know, it's sad. Most of us probably wo n't see each other again after tonight.

Well, some say he turned his back on the family fortune to be a citizen, others say he did it for a girl. missed a spot there, bucko. which is funny because Johnny says I joined up to be with him, but why would I do that? He does n't even like me.

I bet it's that girl I was talking about. Her name's Carmen, I think.

High school. remember? Run a flip six, three hole play, and you might score.

You take the stroll down Washout Lane, you're only proving one thing, Johnny.

I like the jewelry. Hey, amigo, where can I get an earring like yours?

Forget it, Johnny. Cap Troopers and Fleet were n't meant to mix!

The Roughnecks killed more bugs than any other outfit in 2nd Brigade. Only took 15 % casualties on Big K.

Roughneck patrol to battle group. Roughneck patrol to battle group.

JOHNNY HEH HEH CA N'T HEH BREATHE GOD JOHNNY CA N'T HEH HEH HEH HEH!

First thing Fleet Academy looks at is your math scores. Wish me luck!

Marco's sister. Can you imagine maneuvering half a million tons through crwoded space lanes. You got ta have nerves of steel! Reflexes are critical

But we're intelligent. Human minds have invented art, mathematics and interstellar travel.

Well, at least you did n't lose your lunch over a bug. How embarassing.

Do n't be so sure. I like you even if you are dumb with numbers.

It's not you, Johnny. Your parents are rich they do n't need to be citizens, and that stuff means a lot to my dad. He's a veteran.

You're going to the Academy? That's where I want to go. I'd love to talk to you abou that.

Let's all make a vow. Let's swear we'll always be friends no matter what.

My Dad had to help me pack. Suddenly he's afraid he's never gon na see me again or something. It was sweet, but it took forever. Anyway, I guess I'm ready to go.

It's exciting, but it's scary, too is n't it. Going someplace new where you do n't

Assistant insructor. You must be some kind of a hot stick. Should I call you `` sir''?

It's amazing, us running into each other like this. Maybe it's fate.

Hi, Johnny, I would've written sooner, but they've really got us going every moment here.

I'm glad you're doing so well. If they have n't made you squad leader by now, I'm sure you will.

Look at that. Is n't it beautiful? I had to show you. It's great to be out here on my own. I'm just not some little girl from Buenos Aires anymore. I'm gon na be a starship pilot, and I'm gon na see the universe.

And that's also the problem because I do n't really want to get married, Johnny. I do n't want to have kids. I want a command, a ship of my own, and you know, I do n't think that's gon na leave a lot of room for you and me.

I know that's not what you wanted to hear. but I have to follow my heart. I'm sorry. I'm afraid you'll hate me, and I could n't stand that. Write me, alright? Write me, so I'll know that we'll always be friends.

Thanks. You read my mind. Third watch always seems to last forever.

What do you think? Everyone did it when we got our wings. You do n't like it, do you?

It's funny. Sometimes I forget. Then it hits me, and I ca n't stop crying.

Johnny. Life is so different from the way it was. One day you'll see what I did was best for both of us.

Zander, you remember Johnny? Zander and I are a flight team now.

There's a war on. I want a command, I want my own ship, you do, too.

Please, I. Everybody's lost someone by now. This should n't be any different.

No, do n't you see? No one can wait for anything anymore. You're right. We should get married.

Rodger Young, this is inbound shuttle De Ruyter with an official request from the Mobile Infantery to bombard Planet P - 11.

Negative on your request. Fleet Command has the battle group on standby. Carmen sees Dizzy lying dead on the deck.

You look so. I do n't know, you look like you've really been in it.

This is Rodger Young, we're going down. Repeat, this is Rodger Young, we're going down!

Mayday, mayday! This is Lieutenant Carmen Ibanez in lifepod RY63. I'm going in.

My present location is 42 degrees South by 176 degrees East. situation is extremely hostile. I. AAAAAAAAA!

I do n't know why, but every time the three of us are together I feel like everything's gon na be alright.

walk with their friends . Several COUPLES hold hands . Johnny tries to take Carmen 's hand , but she demurs . Johnny broods .

join other students around a MULTI - SCREEN KIOSK .Carmen enters her name , receives her score : 97 % ! She beams .Then she spots Carl across the way talking with MARCO , 17 .Carmen rushes off . Johnny checks his score : 35 % ! Crushed , he makes sure no none else has seen . Carl walks up to him .Carl points out Dizzy , talking with friends .It 's true . You can tell by the way she looks at Johnny .Carmen returns to Johnny as Carls heads off .Carmen blushes , covers .Carmen notices the way Dizzy 's looking at Johnny , does n't like it one bit , takes Johnny 's arm .

is an older woman , very spry , also blind . Johnny , Carmen and other students gather around covered lab tables .The students remove the cover to reveal large alien bugs , 60 centimeter ARKELLIAN SAND BEETLES laid out for dissection .Johnny slices the abdomen open with asurgical laser . Green fluid sprays from the slit . Carmen turns away looking ill .She points to an insect evolution chart that starts with a common ant and ends with a two meter tall ARACHNID WARRIOR .Johnny applies a spreader and jacks the insects abdominal cavity open with aresounding crack . Bug guts gush out .She heads for the door , hand over her mouth .

For our final today, please identify the mouthparts, the abdominal organs, and for extra credit, locate the nerve cord and count the ganglia. You may begin.

Just a bug, eh? We humans like to think we are Nature's finest achievement. I'm afraid it is n't true. This Arkellian Sand Beetle is superior in many ways. It has fewer moving parts, can reproduce itself in vast numbers, and unboud by concerns of ego and mortality, makes the perfect selfless member of society.

Our galaxy is teaming with insect life. We have identified over two billion species so far. Human, life, it would seem, is the anomaly.

True, we know of no insect society that has produced a Shakespeare, an Einstein or a Cherynkov, but before you let that go to your head, take the example of the Arachnids, a highly organized, highly evolved insect society.

They are relatively stupid by human standards. Workers have an IQ of 12, warriors around 35, and yet the Arachnids have colonized planets. Over a million years of evolution, Nature has provided the Arachnids with the biological means to hurl their spore into space.

walk home from school together .Indeed , they are all alone now . The look in Johnny 's eye says how about it . Carmen grins , reaches for Johnny 's hand .

and Johnny stand together near a bank of TRANSPORTERS .Johnny 's face darkens with frustration .Carmen steps into the flux . ZAPPP ! She 's gone . Johnny grins , happy to be in love .

is hard - wired to the stacks of processing units that comprise Carl 's basement workshop . Carl concentrates on the image of a playing card , the six of diamonds , displayed on a monitor .The ace of spades appears , and the computer indicates `` no match '' . Carl puts another card up , the jack of diamonds .right by know .Wrong again .The next card up is the nine of clubs .Suddenly , A GIANT YELLOW FROG jumps onto the keyboard , fritzing the monitor . Johnny removes the blindfold .Johnny knows this frog , scratches him on the neck .Carl concentrates for a moment .Cyrano 's eyes widen . He hops off the table and up the stairs two at a time . Carl clears the screen .From upstairs , CARL 'S MOM shrieks .Carl , puts up more cards , Johnny misses them all .Carl puts a card up .The computer indicates a match . Johnny peers around at the monitor . It is the Queen of hearts .

and other students wearing orange and black sing the `` Uni High Song '' . The SCOREBOARD says : REGIONAL FINAL . Across the field , fans wear red and gold and sing another song .

and other UNI HIGH TIGERS , all exceptionally robust young man and women , suit up in their orange and black uniforms .Dizzy bounces a JUMP SHOE to Johnny . The spring fires and vaults it high into the air . Johnny catches it , puts it on , smiles cocky at the TESLA GIANTS who suit up in red and gold .

Powered by jump shoes , the play is gymnastic . Johnny moves the ball , high in the air over the Giant defensive line , makes ten meters before he is down .

cheers as Johnny runs back to join his team . He sees Carmen waving , glad that Johnny has seen her among all the people .

and other Tigers listen as quarterback Dizzy calls the plays .They make fists , then breal for thevline of scrimmage .

have the ball . The Giant 's QUARTERBACKassigns ZANDER BARCALOW , 18 , handsome , super - confident , to guard Johnny .Zander points . The SCOREBOARD shows TIGERS 19 , GIANTS 20 , three minutes and counting on the clock . Johnny grins .Johnny takes the handoff , flips over a gauntlet of Giant guards . Zander hurls himself at Johnny , misses . Johnny scores . Zander tumbles into the crowd , loses a jump shoe .

I do n't know. It's my last night as acivilian. I ship out for Tereshkova tomorrow.

Yeah, we know each other from the game. No hard feeling, eh, chum?

Maybe not. I heard about this crazy girl coming through the academy, solid math, a little wild on the stick, but a natural. When it turned out it was you, I made sure we'd run into each other.

Twenty - five by five, roll seven. And do n't exceed port speed.

She got a command. and she thinks we oughta team up officially and crew for her. She thinks we're good together.

I have a feeling about us. We're good together, way ahead of the curve in every department. I seem to be able to anticipate your needs. You know what I want.

Captain, we are in the path of an unidentified object moving at near light speed.

Trajectory indicates it came out of the Arachnid Quarantine Zone.

Forget it, Carmen. The Mobile Infantery does a thankless, dirty job, so they naturally tend to be short - tempered, thoughtless and rude.

Let's disregaed rank. Everybody hear that? Rank is not an issue here.

Fleet encourages marriages among flight officers. You'd probably get a promotion out of it.

This is a Fleet - driven operation, son, and the Fleet thinks my boat will be safer on the high ground. You can have everything else, eh?

That would mean a comlete disregard for the mission objective. They hang you for that, Rico.

It was n't luck. Rico ignored the mission objective to rescue you.

Nah, I figureyou folks oughta get upstairs before it's too late. Gimmee the nuke.

This is my farm. Now c'mon, give me what you got and get out of here.

looks up and sees Carmen , smiling as she offers him a hand . She helps him up . He holds her hand longer than necessary .

runs back to join his team as the crowd cheers . The Tigers lead 21 - 20 . Johnny frowns when he sees Carmen talking to Zander on the sidelines , shaking his head , smiling .

finds his shoe , straps it on .Zander heads for the field . Carmen follows , interested .A REFEREE blows his whistle at Zander , signalling impatiently .

are in possession . Zander lands hard in front of Johnny .Johnny scowls at Zander , turns his head to look back at Carmen . She waves , smiling . The Giants pull ablitz .Zander knocks Johnny on his ass , and the Giants score . It 's TIGERS 21 , GIANTS 22 and less than a minute to go .

orders up the next play . Johnny keeps looking over his shoulder because Zander 's back talking to Carmen again .Dizzy slams Johnny upside his helmet with her forearm .They make fists and break .

takes position again across the line from Zander who now grins at Johnny broadly . Johnny does n't grin back .At the snap , Johnny breaks for open field . Dizzy throws , Johnny catches it , trips Zander up painfully , and hurls himself into the end zone as a horn sounds the game 's finish .

rush onto the field as the school band strikes up a victory march . Tigers do flips in the air . Giants look dejected . Zander picks himself up , watches Johnny leave with Carmen .

walks throuh rooms filled with elegant furniture . He 's all spiffed up for the big dance . His MOTHER catches him preening in front of a mirror by the TRANSPORTER in the hall .Johnny 's FATHER enters carrying a FEDERAL SERVICE CATALOGUE .Johnny shrugs .is that how it is ?Johnny puts on his jacket .Johnny stomps out , the transporter goes ZAPPP !

Who said you could grow up so fast? Last time I checked you were only five years old. You had such a bright little face.

Have you lost you lost your mind? I'd rather take ten lashes in Public Square than see you ruin your life.

Johnny, people get hurt. people get killed in the Federal Service. If something happened to you I do n't know what I would do.

Who gave you this idea? It's that teacher. What's his name? You know the one I mean.

Rasczak. Silly name. There ought to be a law against using a school as a recruiting station!

Good, because you're going to Harvard, and that's the end of it.

Wait you two. Dad and I have a surprise for you that will settle this. Can you guess what it is?

A year at Harvard and you'll see this `` Federal Service'' is just menial training for inferior people so they can call themselves `` citizens'' and take airs for the rest of their lives.

Why did you go and do that? He was all ready to go Zegema Beach!

Johnny, why wo n't you change your mind? Does citizenship mean so much to you?

I hope so. I hope you do n't ruin your life over some silly little girl who wants to look handsome in a uniform.

Bill. pick up. it's Johnny! You little rat. You have n't called, you have n't written. It's been so lonely here without you.

You'll resign, and that's all there is to it. It might look bad, but if that's the worst you suffer.

I'm telling you, you will! You're not going back. You're going to go on vacation!

You walk out that door, you're cut off, young man. You understand me? Alright, THAT'S IT, YOU'RE.

Yeah! We'll talk it out and have a good glass of wine. and. well, we love you, son.

at the `` Farewell Dance '' is dressed up . Rasczak and other TEACHERS chaperon . A spotlight finds the BAND LEADER .The lights go down . Dizzy , dressed pretty , brightens when she sees Johnny standing alone near the dance floor .Dizzy pulls him onto the floor , holds him close .There is an invitation here . Johnny does n't take it .Dizzy looks at Johnny meaningfully . He 's distracted . Carmen crosses the room , stunning in her formal .Johnny heads for Carmen . Dizzy watches jealously as Carmen takes his hand . She looks around for someone to dance with . Carl , a nerd in a tux , waves shyly .

Alright, everybody, this is the last dance, so let's turn down the lights and make it a slow one.

dance . Johnny wants to kiss her , Carmen playfully avoids .Carl and Dizzy dance by , Dizzy smiling bravely because Carl is a terrible dancer . Johnny goes in for the kiss again .Johnny 's confidence makes her smile . Johnny moves in to kiss her , but the music ends . Everyone applauds . The lights come up and people head for the doors . Johnny sees Rasczak .Johnny heads over to Rasczak .

walks out and finds Carmen talking with Zander . He wears the blue uniform of a Fleet pilot trainee . Carmen examines his FLEET PIN , a pair of silver wings .Zander takes back the wings and pins the to his tunic .

walk together along the river holding hands .Carmen pulls Johnny to a stop , looks him in the eye .Carmen smiles , leans in close to Johnny .They kiss , tentatively , but the passion grows and they break apart , breathless .

making out as they wait their turn . There are a few other people around including a POLICEMAN .Without stopping , Johnny pulls Carmen into the flux . ZAPPP !

kissing at her front door . Johnny moves his hand tenatively to Carmen 's breast . She takes his hand , smiling , puts it under her shirt .She puts her mouth on his and they melt together . The door flies open , and CARMEN 'S DAD stands there .Carmen ducks inside . Her father looks Johnny over . He carries a terrible battle scar oon his face .Carmen 's Dad reddens . He 'd like to punch Johnny out .Carmen 's Dad slams the door in Johnny 's face .

Carmen's gon na be a citizen. She do n't need you and your rich family. The Federation'll give her everything she needs.

meet Carl in front of the induction center where a staedy flow of prospective citizens file through the main doors .

is missing one arm . He smiles broadly at the three teenagers .He turns in his chair to grab the forms . Johnny and his friends see that he is also missing both legs . The Recruiting Sergeant catches them looking , smiles even wider .As he signs , Johnny looks at the campaign ribbons on the Recruiting Sergeant 's chest . We hear MUSIC : `` The Mobile Infantery Anthem '' plays softly in honor of distant battles .

Welcome to the adventure of Federal Service. Follow the blue line.

They put me out front to discourage the weak - hearted, but at the end of the day I go home. How'd you kids do?

Next time we meet, I'll probably have to salute you. What about you, son?

Well, good for you. The Mobile Infantery made me the man I am today.

are routed into different lines , joining other hopeful civilians . A COLONEL makes a speech over the loudspeaker .

There is no guarantee of service. We do n't need all of you. It costs a great deal to train human beings for useful tasks. Many jobs are hazardous to your health. If you are chosen and do not wish to serve you may resign at anytime simply by completing form 1240/A. Thank you for exercising you constitutonal rights.

and others in the line strip down . The guy in front of Johnny is DON , 18 , athletic and cheerful .

grimaces as a TECHNICIAN installs an INTERFACE PLATE on his side , drawing fluids .A PSYCH OFFICER sits down across from each candidate .The Psych Officer checks Johnny 's response on a meter .

No talking please. I'm going to ask you some questions. Please answer all questions truthfully. We'll know if you do n't. Birthplace?

is poked and prodded , subjected to aural , visual and pharmacological stimuli , and scanned from head to toe .

sits across from a MAJOR who views a list on a monitor Johnny ca n't see .The Major clucks his tongue as he highlights the last category on his list : MOBILE INFANTERY .Johnny swallows this . He knew it was coming . The Major deletes `` Pilot '' from the list , then several other items .He turns the monitor around and shows Johnny the list . The only thing left is MOBILE INFANTERY .

I'm happy to tell you that you've been accepted for Federal Service.

Looks like you're quite an athlete. Boy, look at those reaction stats.

Sorry, son, no way. Your school records say you do n't have the math skills.

That rules out the scientific and engineering applications, and I'm afraid we reserve non - military options for candidates who are frankly less able - bodied than you are, son.

It looks like the only thing you're good for is cannon fodder. I'm putting you down for the Mobile Infantery.

Oh, I see. Well, that's completely different. That's classified.

proudly takes the Federal Service oath with about twenty - five other people , a gleaming silver FLEET PIN on her chest . She looks around for Johnny , sees him grinning at her .

of my own free will, without promise, coercion, or inducement, after having been duly advised and warned of the meaning and consequence of this oath, do now enroll in the Federal Service of the Terran Federation for not less than two years and as much longer as may be required by the needs of the Service.

walk out together happily , hand in hand .Just then , Don rushes past , shamefaced , crying .The Recruiting Sergeant is getting ready to go home . He 's got legs now , and he takes a prosthetic arm from its case and snaps it on . He grins when he sees them staring .Johnny holds the door for Carmen and the Recruiting Sergeant . Suddenly Carl appears looking a little paler than usual .

are stunned .Well , everyone 's a little impressed by this .The Recruiting Sergeant beams , offers a prosthetic hand .Just what Johnny wanted to hear . They watch the old Sergeant walk away . MUSIC : `` The Mobile Infantery Theme '' . Carmen takes Johnny and Carl by the arm as they walk .

stands sullenly as his Father rages at him .Johnny turns for the door . His father throws his last shot .

walks out , grim , sees his mother , tears in her eyes .Johnny 's face reddens .Johnny turns on his heel , heads for the transporter . ZAPPP !

looks for Carmen among hundreds of young people bound for Federal Service destinations . Recruits wear civilian clothes . Everyone else is in uniform .Now he sees her entering struggling with luggage . Johnny rushes to help her and soon he is carrying all her bags .At the freight station , Carmen enters her Federal I.D. card and gets numbered tags for her bags .Johnny loads them onto a conveyor belt .Carmen 's already moved to the next line . Johnny follows .Carmen logs in , enters her destination : LUNA - TERESHKOVA FLEET ACADEMY . The tickets station spits out a pass .anyone . Carmen heads toward a bank of transporters . Johnny stops her , takes her by the arms .She scans her pass , but Johnny stops her again .Carmen kisses him , jumps into the transporter .ZAPPP ! The last thing he sees are her beautiful eyes . FROM THE FEDERAL NET - A WORLD THAT WORKS ! People are doing Federal Service jobs all over the known Galaxy .CRIME & PUNISHMENT - TONIGHT ! A CRIMINAL stands before a FEDERAL COURTNOTICE - ARE YOU PSYCHIC ? A Federal clinic specializing in psycic research .TRAVEL ADVISORY - INSECT TRAGEDY ON TANGO URILLA A prefab township sits on the shores of a tranquil alien bay . Then , a `` You Are Here '' map of the Known Universe .Archival pictures of a captive two meter ARACHNID WARRIOR , multiple eyes , cutting mouthparts and claws . Wary SCIENTISTS keep their distance as it eats a COW .Now body parts litter the ruined streets of Port Joe Smith .

Outbound group 1380, Ursa Minor and Tyko, now transporting at bank 17.

Outbound group 948A, Tereshkova, all sections, transporting at bank 5.

This is the Captain speaking. All personnel prepare for drop.We are at D minus three and counting.

is 40 , astoundingly fit , and like all drill instructors , he carries a small baton . He addresses sixty shorn RECRUITS .Johnny stands in formation with his squad , among them : BRECKINRIDGE , 18 , DJANA 'D , 19 , KATRINA McINTIRE , 18 , ACE LEVY , 18 , SHUJUMI , 18 , and KITTEN SMITH , 18 .Zim gives Kitten Smith the hairy eyeball . Smith cracks up .Kitten Smith shake his head `` no '' , but he ca n't stifle himself .Kitten Smith squints . Out in the distance , a tiny building . Zim smacks him on the leg with his baton .Kitten Smith runs . Big CORPORAL BRONSKI , 28 , takes out after him , laying a baton across his backside every time he slows .Zim points at the little WHITE PICKET FENCE leading to a transporter near the front gate .Breckinridge , a big guy from a farm planet , steps forward .Zim crooks afinger at him . Breckinridge charges . Zim knocks him flat . Breckinridge holds his arm , twisted now .A MEDIC charges up , checks Breckinridge 's arm , grins .Shujumi steps up , assumes a fighting stance . Zim looks him over . There 's not not much to him . Shujumi attacks Zim , counters his counter , dances out of range .Now Zim attacks . Shujumi flip kicks Zim in the head .The recruits check Ace out . Zim sweeps Shujumi 's legs , puts a knee in the little man 's throat . Shujumi passes out .

The problem with you is that none of you are good enough the way you are.

TO THINK THIS HAD TO HAPPEN TO ME! What a bunch of apes. No, strike that. You do n't rate that good. you sunken - chested, slack - bellied, drooling refugees from apron strings! In my whole life I've never seen such a disgraceful huddle of momma's spoiled little darlings! Suck in those guts! You there, EYES FRONT!

Do you think I'm funny? Do I make you laugh? Do you think I'm a comedian?

The first and last words out of your stinking holes will be `` sir''. Do you get me?

You are now all brothers and sisters in the same family, my family, the Mobile Infantery. I will be your mother. I will be your father. If you do not please me I will throw you out of my family because I hate all slackers and negative hackers. Do you get me?

Anytime you think I'm being to tough, anytime you think I'm being unfair. QUIT! Grab your gear and take a stroll down `` Washout Lane''. Get me?

I wonder if there's a handful of guts in the whole bunch. Who thinks they've got what it takes to knock me down?

WHY IS THAT WEAPON ON THE GROUND? YOUR WEAPON IS MORE IMPORTANT THAN YOU ARE! PICK IT UP! PICK IT UP!

Is that all you got? You hit like kitten, Smith! This is a punch.

But if you survive you will thank me because you will be born again hard. You will be a new person. You will be a Cap Trooper. And then, MAYBE, you'll be good enough.

I see you specifically requested transfer from Fort Cronkite to this training group.

The object of this exercise is to capture your enemy's flag before your enemy captures yours.

These weapons have been modified for this exercise. If your enemy hits you, your suit will fail. You will be unable to move. You will be as good as dead.

Smith, GO! McIntire, GO! Flores, GO! Rico, I'm making you sqaud leader!

With the Marauder's visual capabilities, all you have to do is look at something to hit it, so you will exercise EXTREME CARE on my firing line. Do you get me?

The live firing combat range is the closest simulation of actual combat we can provide. If you do not hit your target, it will shoot you.

The Marauder power suit will prevent serious injury, but if you are hit, you will be non - operational and your team score will suffer accordingly. Rico, has each member of your squad completed a weapons safety check?

Perfect score for this exercise is 300. B company came through last week with 285. I expect you to do better.

Rico, you are relieved of squad command. Levy, McIntire you will escort private Rico to the C.O.'s Office.

We all have one thing in common. We were all stupid enough to sign up for Mobile Infanterie. What's your excuse, Breckinridge?

Me, I got plans to be writer, and a writer's got a right to be nosey. Flores, you know Rico from Buenos Aires. What's his story?

You are now prisoners of the Blue Team. Tell us your plans or die!

Look at him. Do you think anyone has ever been so pleased with himself?

Well, my family is all farmers. I hate farming. Mobile Infantery's pure picnic by comparison.

They can kick you out for anything. Improper Conduct, Unsatisfactory Performance.

I'm going in for politics. You got ta be a citizen for that. So here I am.

Oh no! Name, rank, and mind your own business is all you get from me!

How come when something goes wrong, it's always you, Breckinridge?

I wan na be a mom. It's easier to get a licence if you've served.

Sir, I do n't understands who needs a knife in a nuke fight anyway. All you got ta do is push a button, sir!

You got some guts for a rich kid. I guess you and me could be buddies.

I'm going career. officer's training. That's why I wan na be squad leader. They look for that.

Funny how they always want to be your friends after they kick your guts out.

You made squad leader on your own, and, hey, you still got me to kick around.

Got it. Fleet tactical wants to know where they can deploy the skimmers.

Fleet Command says retrieval's no go. The battle group's at safe distance. and we got another problem.

tumble a brutal obstacle course using JUMP BOOTS .Djana 'd hits a tower and falls to the deck hard , dropping her rifle . She holds her knee , hurt . Zim races over to her .Zim begins to kick her because she does n't move fast enough .

watch poor Kitten Smith spar with Zim . Kitten Smith whacks Zim across the jaw . Zim does n't even flinch .WHAM ! Zim knocks Kitten Smith for a loop .

watches the recruits face simulated 3 - D OFF - WORLD FOES . In one room , CYCLOPS SOLDIERS of Antilles , in another , red DEATH WALKERS , and in a third , screeching ARACHNID WARRIORS .

throws a knife , buries the point in a narrow post .Zim yanks the knife out of the post .Ace obeys . Zim throws , sticks his hand to the post .Zim pays no attention to Ace who remains stuck to the post . A recruit trots up . Johnny stares , surprised . It 's Dizzy .She snaps Zim a salute and hands him her orders .Dizzy grins self - consciously at Johnny .YOU 'RE GOOD ENOUGH ? YOUR BELLY AND GIVE ME RECRUIT ! Dizzy hits the deck and starts doing push - ups , counting off as MEDICS arrive and go to work on Ace 's hand .

line up for mess piled four - square together on a single plate , meat on the bottom , ice cream on top .Ace cuts into the front off the mess line .Silence . There could be a fight . Zim , standing nearby , watches with interest . Ace opens his hand .Ace makes a big friendly show of trading places with Johnny .Now everyone 's laughing , pushing Ace to the back of the line . Johnny has his grub . Dizzy comes up with her tray .Johnny turns away . Dizzy watches him go , hurt .

tumble down the difficult course in their power suits . At the head of the pack , breathing hard , Johnny and Ace race .They come to a trap , prepare to leap .Dizzy jumps over them from behind . Johnny and Ace tumble into the mud . They watch , chagrined , as Dizzy reaches the end of the course effortlessly .

enters as the recruits scrub down .Dizzy dresses down . Johnny and all the other guys check her out . She has a fabulous body . Dizzy cathes Johnny looking . He turns his back as she steps into the shower next to him .Dizzy uses her hand to divert the shower spray towards Johnny 's crotch .Everyone look down at Johnny 's crotch , laughing . Johnny blushes , grabs a towel and exits the shower .

Federation's gon na give me a scholarship when my hitch is up. I wan na be a neurologist, study brain chemisty and associated stimulus.

pans the barracks with a little handcam , neat bunks in a row , other recruits lounging around in their skivvies .Ace , Kitten Smith , Shujumi and Breckinridge dance around and moon the camera .Johnny moves the camera away from the guys . Katrina walks by from the shower with Dizzy , mugs into frame .Johnny heads for the door .The picture goes all screwy , comes up again on :

talk quietly now outside the barracks door .The barracks lights go out . Taps plays over the public address . Johnny lowers his voice .Behind him , someone begins to sing , badly .Ace , the singer , and the other guys peer down from the transom over the door , giggling , delighted with themselves .

watches the end of Johnny 's letter . Ace continues to sing .The letter ends . Carmen smiles . A BALD CADET PILOT smacks her on the arm as she runs by in a sleek blue pressure suit .Grinning , Carmen grabs her duffel , takes off after her .

gets there first , jumps into the pilot seat . The Bald Pilot takes second seat .Two LATE CADETS duck in through the closing hatch door .

straeks upward from the lunar floor past orbitting training platforms where CADETS in brightly colored pressure suits float against the Earth which hangs beyond the horizon .

blasts past a DESTROYER orbiting in dock , zips between CORVETTES and other slower fleet traffic in the crowded space lanes of Luna . The two late cadets are terrified .She points . Now visible from behind a host of smaller ships , STARSHIP ATHENA , of older design , but impressive .

arrives on the bridge , dark , cramped , all - business . She salutes the instructor , CAPTAIN DELADIER , 40s .Carmen turns for her station , but stops in her tracks . Her supervisor is Zander Barcalow , now a 2nd Lieutenant .Carmen logs on . The ship recognizes her as a pilot trainee .Carmen and Zander go to work .All eyes are on carmen as she grabs the stick . The ship shudders under her hand . She winks at Zander .Carmen rocks the stick , and the view from the bridge spins smoothly away from the dense orbiting yards os Luna toward the outer system .Carmen jogs past lumbering freighters . Zander 's impressed .Space appears to bend . Zander and Carmen share a smile . They blur together , becoming one , then : WHAM !

Take the number one chair, Ibanez. Follow all instructions of you supervisor.

Steady as she goes, number one. Prepare for warp. Number two, design for Jupiter orbit.

Number 4, contact Fleet and tell'em there's a loose asteroid headed their way.

Bug Batteries. According to Military Intelligence, it'll be random and light. Drop status?

Someone made a big goddam mistake! Get us out of here, Number 1!

He requested a combat assignment. There's always a need for experienced pilots on the ground. I had no choice but to let him go. He said you'd understand.

have been divided into two teams . RED TEAM includes Ace , Katrina , Breckinridge , and Djana 'd . Johnny , Shujumi , Kitten Smith , and Dizzy are part of BLUE TEAM .Bronski passes out Morita SmartRifles .

bumps the magnification of her heads up display to survey Blue Team 's flag guarded by two recruits . She jumps down to joining other Red Team members on the move .Johnny , Kitten Smith , and Dizzy open fire from athicket as they pass . Djana 'd and the others collapse as their suits fail , Djana 'd laughing because playing at war seems funny .

opens fire as the Blue Team appears . Shujumi and other Blue Team members go down in an ambush led by Breckinridge . Johnny dives for cover , and finds himself sharing it with Dizzy .Kitten Smith makes arun for the flag with a rifle team . Ace and Katrina open fire from two new hidden Red Team positions , taking Kitten and his team down with a cross fire .Johnny looks at the course in a new way , nods .Johnny tumbles open ground , vaults into the air . Dizzy takes out Breckinridge as he rises to fire . Johnny lands , knocks out Katrina , then Ace . He picks up Ace 's fallen Morita .

watch Johnny firing both Moritas simultanously and taking out the remaining Red Team defenders . He grabs the Red Team flag and hurls it into the air like spear .

line up in the door of a SKIMMER , the military 's standard utility aircraft , to practice drops from altitude .Johnny jumps , plummeting toward the earth .Next in line , Ace scowls .

have some free time . Johnny makes a big show of polishing the chevrons that designate him as Squad Leader .Johnny approaches Dizzy .Dizzy smiles , shakes .Bronski walks through with the mail .Johnny grabs the E - disk , pops it into his handcam . The Fleet Mail logo appears : APPROVED MESSAGEJohnny 's pals gather for a look . Carmen appears , dressed down to skivvies , in her quarters aboard starship Athena .Johnny holds up his squad leader chevrons victoriously .The image changes abrupltly . Now Carmen 's wearing a trim blue flight suit . She stands the camera on Athena 's gunnery deck . Outside , the rings of Saturn sparkle in bright solar light .Johnny is stunned . All the other recruits suddenly seem to have something else to do .The Fleet Mail logo appears again : END OF MESSAGE . Johnny shuts the handcam off . Ace puts a hand on his shoulder .Johnny smiles in spite of himself .Johnny turns for the door , flipping the chevrons like a coin . Dizzy watches him leave . She 'd so like to comfort him .

arm their Marauder power suits . Zim and Bronski wear Command model suits with rank designations . Johnny checks weapons , scans the electronics on each squad member 's power suit .Fifty blackened AUTOMATED TARGET DRONES fitted with pulse guns are presently visible along a gauntlet of low walls , gullies , and three - story building facades .On a signal from Zim , the Live Fire Combat Range comes to life as the target drones take cover and disappear from view .

take out the target drones as they appear . Halfway through the course , a recruit takes a hit and goes down , immobilized . Djana 'd has a clear shot , but Breckinridge gets in her way .Before the others can react , a second drone appears .Everyone kisses dirt . Pulses from the two drones fly thick overhead . Shujumi rises to fire , a round slams him back to the ground . Johnny and Djana 'd knock out the two drones .The squad resumes ist advance . Breckinridge bangs on his helmet . There is something wrong with his `` head up '' display .Breckinridge takes off helmet , hands it to Johnny . Djana 'd turns on Breckinridge . Her `` head up '' zeroes him .That 's when Djana 'd trips on a loose stone . She fumbles her rifle and it discharges . The round tears the top of Breckinridge 's head off . The recruits stare in horror .Zim arrives with Bronski on the bounce .The recruits watch Johnny leave , stare aghast at their dead comrade . No one looks at Djana 'd , who stands alone sobbing .

stands before the C.O. braced by Katrina and Ace . Zim and the C.O. are both saddened by the proceedings .Zim looks out the window . Djana 'd , dressed for travel , in civilian clothes , crying as she heads off down Washout Lane .

Then why did you order your man to remove his helmet during a live fire exercise?

You disobeyed safety regulation 21 - 404. You may, of course, demand trial by court martial.

Sergeant, we've lost two recruits over this incident already. is there any possibility of salvaging this man?

Alright. We'll try administrative punishment. Until then you are confined to your quarters, Rico.

For incompetence of command, for failure to abide by safety regulations in a live fire exercise, for negligence which contributed to the death of a teammate.

recruit trainee John Rico is sentenced to administrative punishment. Ten lashes.

Forget it, Zim. We're gon na need you here. The only way you'll get a combat assignment is if you bust yourself to private. You get me?

Sorry, son. I ca n't do it. You signed the 1240/A. It would be illegal.

looks out the window to the parade ground where a POST has been erected . The recruits look up as Zim enters .Johnny takes off his shirt . Ace who now holds the chevrons of squad leader , watches , feels bad for his pal .

stand with recruits from other platoons . Johnny is led to the post and strung up as the C.O. reads the charge .Zim steps up to Johnny , offers him a red rubber mouthpiece .Johnny takes it in his mouth . His tear away shirt is torn away . Johnny stands at the post alone . Corporal Bronski , a big man with an unhappy task , unrolls his whip .CRACK ! Johnny 's face wrenched by pain , spontanous tears , a terrible sound stifled by the bright red mouthpiece .CRACK ! Again . Dizzy flinches for Johnny .CRACK ! Ace looks away .CRACK ! Zim watches without any apparent emotion .CRACK ! Johnny faints , sagging against his tether . FADE OUT

cruises past , 600,000 metric tons of star class destroyer , FIGHTERS and LANDING BOATS lining her open hangar deck .

works alone on the empty bridge . She yawns . Zander brings coffee for himself and Carmen .He caresses her hair . She kisses his hand . Zander notices the plot map .Zander slides into his chair , runs a check .Zander turns his chair so they are very close , moves a finger along her hand , up her arm and playfully around her breasts .Carmen grabs him between his legs .Zander pulls her to him and they kiss passionately . She brteaks it off , gets serious for amoment .They start to caress again when suddenly ALARMS sound . Captain Deladier appears on the hot screen , still waking up .Carmen and Zander frantically check their displays .Carmen and Zander see it through the front screens : A huge ASTEROID tumbles directly towards them at terrific speed .Carmen breaks glass that reads EMERGENCY RETROS , arms the switch within and fires the rockets .

torques to one side . The asteroid grazes the ship , cutting ahuge gash in Athena 's hull . Ice and rock travelling in ist wake shreds COMMUNICATIONS EQUIPMENT .

Zander brace themseves as diamond hard particles pound the front screens . The ship continues to tumble .

loses it 's mooring , tumbling into other craft , explosions ripping the deck .

are sucked into space . Others hang on frantically as automatic doors seal Athena 's wound and their fates .

Deladier arrives on the bridge , now crowded as other FLIGHT OFFICERS rush to their stations . Zander 's going through star charts .Deladier notices Carmen staring at a monitor , stunned . A DEAD CAP TROOPER trails in the wreckage of the flight deck .

wears his civilian clothes , pcks as the other recruits get ready for the day 's training . No one says anything . He moves stiffly , careful of his back .Corporal Bronski leans in , impassive .A nearby VU - PHONE lights up . The screen flashes : RINGING His mother appears when she picks up the other end .The screen splits as Johnny 's father activates an extension .Johnny 's mother makes a face to shut him up .The sky in Buenos Aires seems to darken perceptively . Johnny 's mother looks out the window .The transmission ends abruptly . A phone company logo appears : TRANSMISSION TERMINATED .Johnny zips his duffel , hefts it gingerly over his shoulder .Dizzy turns on her heel and marches away .

Your transmission has been terminated due to atmospheric interference. Please try your call again later.

signs form 1240/A . Zim stands as witness .Zim signs bitterly . The C.O. sighs .The C.O. and Zim turn to other things . Johnny picks up his duffel and heads out the door .

walks alone , sad . A skimmer hums by overhead and he looks after it . Out across the parade ground he sees the glint of Marauder power suits as recruits tumble the obstacle course .

reaches the little white fence that leads to the transporter . He turns back for one last look and notices people running to the Comminications shack . Kitten Smith runs by .

joins others to see what 's on the Federal Net . Recruits , non - coms , and officers gather without any sense of military decorum . People cry openly , among them Corporal Bronski .On screen , the smoldering ruins of what was once a huge city .Johnny is horrified . Dizzy is suddenly standing next to him .Johnny sets his jaw , turns and runs for the C.O. 's office .

and other staffers watch the grim news unfold . Animation illustrates the insect treachery .Zim picks up Johnny 's 1240/A off the C.O. 's desk .Zim gives the C.O. a look . The C.O. shrugs , turns away , watching the news of the coming war . Zim tears up the 1240/A .FROM THE FEDERAL NET - HUMANKIND GOES TO WAR ! Actual pictures of Buenos Aires : SURVIVORS pick through rubble , people wail , kids play tag in the ruins .COMBAT - VICTORY ON DANTANA ! A wounded CAP TROOPER , grim smile , flashes `` V '' for victory as his weary comrades carry him off the field .HOME FRONT - KIDS KILL BUGS AND MOM IS GLAD ! MOM smiles as her CUTE KIDS stomp insects in the garden . FACTORY WORKERS turn out ordnance . PEOPLE line up to enlist .LEADERSHIP - SKY MARSHALL ANNOUNCES OFFENSIVE ! SKY MARSHALL DIENES , 72 , addresses the FEDERAL COUNCIL .The council rises to its feet for a standing ovation .LIVE BROADCAST - AQZ - FLEET BATTLE STATION TICONDEROGA is a sprawling pre - fab structure covering several square kilometers of space where STARSHIPS are stacked in berths . Super title : COUNTDOWN TO VICTORY .

We are a generation commanded by fate to defend humankind! We must meet the threat with our valor, our blood, with our very lives, to insure that human civilization, not insect, dominates this galaxy now and always.

follows the Net Correspondentas he works a corridor crowded with MOBILE INFANTERY and FLEET PERSONNEL .Newly minted cap troopres Johnny , Dizzy , Ace , and Kitten Smith happen along .

and his friends drink at a crowded bar . Around the room there 's singing and dancing , a mad sort of revelry bred of fear and excitement , but nearby a VETERAN drinks alone .He 's hard and humorless , all wised up . Ace admires his LASER CUT TATTOOS . Dizzy eyes his skull and crossbone earring .The veteran pays his tab and heads out .Johnny looks up and sees Carmen . She lloks graet in uniform with the hat and the lieutenant 's bars on her shoulders .Johnny remembers himself , snaps to attention , salutes . Dizzy and the others follow suit . Carmen salutes back , sheepish .Dizzy , disgusted , turns back to Ace and Kitten Smith . Carmen tucks her hat under her arm . Her hair is very short .Carmen shakes her head , sadly .Zander leaves a group of FLEET OFFICERS to join them .Zander puts his arm around Carmen , gives her a squeeze .Johnny turns to leave .Johnny turns back to face Zander .Everyone can see what 's about to happen . A circle is forming , Fleet on one side , Mobile Infantery on the other .Zander takes off his hat .WHAM ! Johnny punches him right in the nose . Zander goes down , bleeding . Ace and Kitten Smith grab Johnny .Zander staggers to his feet , ready to fight , but Fleet Officers pull him back . Carmen looks at Johnny , the hate in his eye , the blood on his fist .Carmen turns away , stung . Johnny immediately regrets . Dizzy , for her part , could n't be happier .

Port Joe Smith, Outer Rings, Dantana. Every time I come back from a drop, my gunny gives me a bone. I got three now. You do n't see a lot of guys with three.

I guess it's not so bad. I mean as long as you do n't get any on you.

grinds his teeth as a laser mounted on a robot arm finishes slicing an intricate pattern into his arm .Dizzy , Ace , and Kitten Smith awtch , grinning , passing a bottle . Ace pours booze directly into the fresh wound .They put their arms side by side . Each has a similiar scar : Lightning bolts on a shield and the words : DEATH FROM ABOVE .

of every class maneuver in tight orbit around the orange planet . The `` Mobile Infantery Anthem '' plays loke Holst , pounding and relentless . The invasion has begun !

and his platoon , wearing fully armed MARAUDER POWER SUITS , wait to drop with other cap troopers . Their mood is grim . LIEUTENANT WILLY , 35 , easy - going and confident , enters .Everyone snaps to attention .This does nothing to break the tension . Lt. Willy reassures .There are none .The briefingplays on `` head up '' displays and the ready room screens . A captive BUG WARRIOR clicks and shrieks as FEDERAL SCIENTISTS torture it . The troopers cheer .The head scientists turns and speaks to camera . It 's Carl . Johnny and Dizzy share an amazed grin , noticing a difference in their old friend , something that speaks of . authority .Carl picks up apulse gun and blows one of the bugs legs off . The insect screams .Carl fires again . The bug kicks and squeals as it dies . Carl tosses the pulse gun aside .The briefing ends as klaxons sound .Johnny and the other troopers climb into capsules on the port track . Dizzy gives him `` thumbs up '' . The capsule seals as it moves with the others down the firing tube .

At ease. Alright. we got hot poop straight from the top : Willy's Wildcats is in with the first wave. Means more bugs for us to kill.

Now if you follow orders and remember your training, I guarantee you'll make it back alive. Any questions?

Alright. next we got a little last minute briefing from Military Intelli - gence I think you're gon na like.

Smash the entire area, kill anything that has more'n a couple legs, and do n't any of you loafers come back aboard with unexpended bombs. Get me?

gets the shakes as the capsule bumps and booms toward the firing tube . Lt. Willy appears on the `` head up '' display .Sweat rolls down his face , hyperventilation . WHAM !

stream toward Klendathu from the rear tubes starships of Bull Run . We move down the line past Mannerheim , Dauntless , George Marshall , and Yamamoto to the Rodger Young .

holds Rodger Young in tight maneuver . Suddenly , a burst of BLUE BUG PLASMA rips past the starboard bow .Two more bursts of bug plasma streak past .

burn when they hit atmosphere , outer skin tearing away in big silver sheets .

surface in twenty - fivr seconds. LZ has been identified. beacon is in place.

watches nervously as deadly bursts of bug plasma fill the heavens around the battle group . Below , the surface of Klendathu fairly bistles with outgoing defensive fire .Out the front screens , a blast from below hits George Marshall amidships and it reels into Yamamoto . Both starships begin to burn .Carmen dodges past burning ships , avoids collision with Dauntless , and then KA - WHAM ! they 're hit . Carmen flies out of her station and into CAMERA hard .

tears away . Johnny is sitting on air .The chute pops . Across the sky , lit by outgoing bug plasma , he can see hundreds of cap troopers in ordered rows drifting down into the cloud layer . It 's quiet in the clouds , then :

looks down as he passes out of the clouds and sees the battlefield . Plasma blasts exploode into the sky . THOUSANDS OF BUGS boil out of the ground to defend against the invader .Johnny burns his chute off , drops the last hundred feet and lands on the bounce .

of bug batteries , screaming voices on the com , concussions shaking the ground . None of it compares to the sound of his own racing HEARTBEAT . Lieutenant Willy shouts .A HOPPER -LRB- an airborne Arachnid warrior with powerful rear legs and `` pop out '' wings for gliding -RRB- lands on Lieutenant Willy and cracks his head like a nut .Johnny and Ace open fire , backing away . Pulse rounds tear it apart , bug guts gushing .Now comes a flood of WORKERS building ever advancing fortifications , and with them , hundreds of deadly ARACHNID WARRIORS .Dizzy and the others open fire simultanously . The whole area goes white hot in the magnesium flash of so many pulse cannons . Shujumi fires wildly at advancing insects .Shujumi ca n't hear . A warrior finds him , rips his leg off , hurls him back into the waiting jaws of the oncoming bugs .He fights , screaming . A claw reaches for his face , ripping the top of his head off .Now the ground opens behind her and a huge -LRB- 6 meters -RRB- TANKER BUG lumbers out of the ground , it 's funnel - shaped snout extruding above multiple eyes .The tanker bug sprays and hits Katrina . She screams , as her legs melt out from under her .Warriors converge to feed on her . Ace wants to help her , but Johnny blocks him .

Up there on the ridge! We'll nuke those bug positions from theAAAAAAAA!

and the other survivors on the bounce . The entire surface of Klendathu seems to be churning with insects as more and more bugs come to the surface to repel the invasion .They come to the rear lines where the Net Correspondent and his CAMERAMAN are doing live coverage of the invasion .The Correspondent is cut in half by a warrior . Johnny blows it away .The cap troopers move out . Kitten Smith looks up as a purple beacon streaks acroos thr sky .A hopper pounces on Kitten Smithm , and he goes down screaming .Johnny touches down , stares in horror as Kitten Smith 's head rolls past his fee . Johnny opens up with his pulse cannon . The hopper attacks , puts a claw right through Johnny 's thigh .Crushing jaws close around him , crushing , cutting his flesh . Johnny brings the muzzle of the pulse gun under the hopper 's nerve stem and SPLAT ! blows its head apart .But Dizzy ca n't find Johnny , and soon she 's lost in the smoke . Johnny looks down at the terrible hole in his leg where bright arterial blood gushes .Now two more Arachnid warriors close in on him through the enveloping smoke . He fires his pulse rifle empty , and dropping it , crawls desperately , dragging his useless leg .A third Arachnid warrior rears up in front of him , deadly jaws slashing down toward him , when suddenly it is blown to pieces in the blinding blast of a point - blank pulse cannon .Johnny reaches out . A STEEL HAND takes his , dragging him back as bugs attack . His rescuers 's pulse cannon thunders overhead . Bug parts fly as insects swarm in for the kill . FADE OUT FROM THE FEDERAL NET - 100 , 000 DEAD IN ONE HOUR ! Actual pictures of the battlefield , man and insect lying dead together on the blood drenched plains of Klendathu .SKY MARSHALL RESIGNS ! Sky Marshall Dienes salutes incoming SKY MARSHALL TEHAT MERU , 75 , bfore a gathering of the Federal Council .SCIENTISTS SUSPECT MYSTERIOUS BRAIN BUGS ! FEDERAL SCIENTISTS display an organizational chart of the Arachnid species topped by a QUESTION MARK .SOMETIMES LOVED ONES DIE FOR A GOOD REASON ! Names scroll by designated KIA , WIA , and MIA accordingly .

Until we understand the bug better, we must proceed with caution. We can ill afford another Klendathu.

limps to port , a huge chunk ripped out of its mid - section . Although stable , she flies inverted .

Affirmative, Rodger Young. one zero zero niner five two. welcome back.

stare at the BATTLE - SCARED STARSHIPS and BURNT - OUT HULKS that line the docks of Ticonderoga .A bloody bandage wraps Carmen 's head . Zander nods grimly .

of CREWMEN and CAP TROOPERS are being off - loaded via conveyer belt . Zander and Carmen make their way up the steep companionway beside the ghastly conveyer belt .Carmen takes his hand . Zander kisses her .Carmen lets his hand go and leaps through the hatch . Zander falls back onto the conveyer belt , finds himself eyeball - to - eyeball with a horribly maimed trooper , scrambles to get off .

joins Carmen in the crowded common area where dead bodies compete for space with wounded awaiting triage . Survivors watch casualty lists scroll ba on a Federal Net terminal .Carmen looks at the words at the Net terminal : WOULD YOU LIKE TO KNOW MORE ? She bites her lip , enters Johnny 's name . In an instant , she has the news : RICO , JOHN D. - KIATears fill her eyes .She rushes away . Zander looks at Johnny 's name on the screen , shrugs , presses the ERASE button .

finds Carmen , sagging against a wall , weepimg .Zander puts an arm around her . She holds on tight .Zander kisses her hair . Tears roll down her face .Zander holds Carmen as she sobs , feeling lucky . 120 INT . STASIS TANK - DAY CYCLE - JOHNNY 'S BODY floats , suspended in fluid , mouth hanging open , his skin white as death . A low underwater KNOCKING wakes him . He opens his eyes and sees Ace and Dizzy outside the tank . Ace holds up a KIA list , pointing at Johnny 's name , laughing : Rico , John V - KIA . Their voices are distant and garbled . Dizzy cups her hands against the side of the tank .Johnny 's wounds are now mostly scars except for his leg where delicate robotic arms culture layers of new tissue . Johnny gives a weak thumbs up . The knocking sound continues . Johnny turns . A STEEL HAND taps the side of the tank . Johnny grins , astonished . The man wearing it is his former high school teacher , now a Lieutenant , Jean Rasczak .

consisting of STARSHIPS , their tender , FREIGHTERS and other SUPPLY CRAFT .

stows his gear along with Ace and Dizzy . Acroos the room , a collection of battle - hardened vets check out the newcomers .They size up the Roughnecks . There are scars , power prosthetics , and one , big SUGAR WATKINS , 26 , wears a bug claw on a chain around his neck .CORPORAL BIRDIE , 24 , turns , gives Johnny the once over .Dizzy looks her over . Not too big , but she 's tough .Birdie belts him , and Ace goes down .Ace jumps up , ready to fight , but other Roughnecks block him .Johnny and Dizzy shrug . Ace 's on his own .SERGEANT GILLESPIE , 28 , steps into the room .Everyone snaps to . Rasczak enters .He points at Johnny 's earring with his steel hand .The Roughnecks cheer . Rasczak smiles vaguely .

Fleet's pulling the battle group back to safe distance. They'd like us to knock out those batteries, sir.

We go down into the colony and make sure all the queens are dead.

I do n't understand it, Lieutenant. It's not getting anything from 4th Brigade. not even their transponder.

stand sentry on earthworks that tower the entrance to their colony where an endless line of WORKERS enter bearing foodstuff appropriate to this exotic jungle planet . A distant sound . A warrior looks up , curious . Suddenly a FORMATION OF TAC FIGHTERS screams down from high orbit and a white hot nuclear firestorm burns consumes the landscape . Bugs scream as they twist and kick in the wall of flame . Heat melts the dirt into dark glass . Ash turns the sky red . The out of the smoke come Rasczak and his Roughnecks .

streak by overhead . On the ground , Johnny , Dizzy and Ace are on the bounce . Ace spots a bug hole where workers and warrors have broken through the glassed surface .Rockets take out warriors . Bug guts go flying . Dizzy sets workers on fire . Johnnx and Ace step over burning bug carcasses to the rim of the hole and fire their gas rounds .Johnny drops an H.E. round , and they 're in the air when the explosion collapses the entrance to the bug city .

boil out of the ground . Birdie , Sugar Watkins and other Roughnecks are about to be overrun when Johnny touches down wuth Ace and Dizzy .The cao troopers let the bugs have it , but the insects keep coming , the living crawling over the dead , and now , trudging up out of the ground , comes a TANKER BUG .The tanker bug starts to spray , creating a toxic perimeter around the hole . Rasczak arrives just as Birdie takes a chemical hit , falling to ground minus an arm , screaming .Johnny jumps , landing behind the tanker bug in the mouth of the hole . It turns with surprising speed . Johnny flips up onto its back , cracks its armor with his pulse cannon .Rasczak and Sugar Watkins pull Birdie to safety . Johnny fires a rocket into the hole he 's made in the tanker bug 's back , and jumps clear . KA - WHAP ! The big bug explodes .The Roughnecks fire gas rockets into the bug hole . Johnny touches down beside Rasczak .Rasczak turns away , gives Birdie prosthetic thumps up as she is carried past to meet an arriving skimmer .Dizzy and Ace gather around Johnny , clap him on the back .Tac Fighters reel by over head . WOMP ! Suddenly , BUG PLASMA shoots skyward from the flatlands below . Several Tac Fighters are blown out of the air . Flaming debris rains down .Roughnecks head out on the bounce .

and the others look down a sheer cliff on the bug battery , a charred circular pit some ten meters across . Inside , something is moving .Johnny jumps the magnification on his `` head up '' . Down in the pit , a giant translucent PLASMA BUG rears out of one of the subterranean tunnels that ring the battery .Johnny shakes his head . Swollen BREEDER BUGS gather around the plasma bug to inject it with their catalytic jelly .The plasma bug writhes in pain and begins to swell , color changing from yellow to blue in accordance with some violent internal chemical reaction .WOMP ! The plasma bug explodes in its cauldron . A blast of bug plasma streaks past them towards the heavens . Now a new plasma bug crawls into the pit to begin the cycle anew .Sergeant Gillespie points . A hole opens near the battery and dozens of warriors rampage out of the ground and up the cliff face toward the Roughneck position .Rasczak moves off down the line giving orders .Dizzy activates a tactical nuke . It makes a distinctive HIGHPITCHED SQUEAL .The Roughnecks open fire . Bugs are blown to pieces but they keep climbing . A warrior breeches their line . Sugar Watkins torches it . The nuke 's ready light flashes .Johnny blows a warrior away from the edge . Dizzy leans over and fires . The rocket streaks down toward the battery .An explosion in the two kiloton range turns the world black and white . When color returns Johnny and the others look down on the smoldering crater which was once the bug battery .

fight their way down gassed - out tunnels into bug city . They meet warrors at every turn and kill them . Helmet lamps make weird shadows of dead bugs piled everywhere along the way .Johnny joins Rasczak , Ace and Dizzy and they blow away several warriors guarding the entrance of a large chamber .

are eight meters long with corpulent bodies and tiny heads . Only one survives , and though she is herself dying , her abdomen , rippled by life within , continues to undulate .Johnny signals . Dizzy 's pulse cannon rips open the dying queen . Thousands of wriggling premature bugs come spilling out . Horrified , knee - deep Roughnecks set them afire .

unload PRE - FAB BARRACKS from HERCULES CARGO BOATS . Roughnecks eat . Rasczak stands , banging a spoon on his mess kit .Roughnecks cheer . Rasczak kicks open a CARGO MODULE . Beer kegs rool out . He kicks open a second module . Inside , musical instruments . Ace picks up a violin .

leads a little quartet , plays a sweet fiddle . Roughnecks laugh and dance . Dizzy tries to pull Johnny into the fun .Dizzy heads back to the others . Johnny turns and finds Rasczak regarding him with an odd , sad smile .Gillespie appears .Rasczak heads away . Johnny joins Dizzy .Johnny takes her hand , bows implishly .He pulls her out among the others and they begin to dance . Ace watches with a grin , puts some spirit in his fiddle .

is in holo conference with an INTELLIGENCE OFFICERThe Intelligence Officer reddens .The Intelligence Officer disappears abruptly . A new hologram appears . Rasczak 's jaw drops . It 's his former student Carl Jenkins , now a Colonel , weary and pissed off .Rasczak recovers , salutes stiffly .

At 0821 we received a distress call from Planet P, priority code, requesting reinforcement.

Owen reported the eradication of a low generation colony a month ago. That's why MICOM wants onsite assessment.

Take your group down to P and have a look see. Leave the thinking to us, Lieutenant. That's not your job.

Bugs do n't lay traps. They are n't intelligent! Unlike you, they're stupid enough to follow orders!

are making love . The door pops open . Rasczak stands there . Dizzy ducks under the covers . Johnny manages a salute .Dizzy shows herself , grinning .Rasczak slams the door shut on them . They fall back into one anothers arms , laughing as they resume lovemaking .

move through canyons of towering wind - carved rock formations . Gillespie carries the communications package .

walk in a column far below . Something is watching from the above . HOPPERS , lots of them , moving from rock to rock for better position .

sees something out of the corner of his eye .The hoppers hit . Several Roughnecks go down . Everyone opens up . Dive - bombing bugs are blown to bits . Roughnecks set them on fire when they hit the ground .A burning bug hurls itself at Johnny . Johnny jumps out of the way as Dizzy fires , blowing it apart . The deadly hoppers seem to be everywhere above them in the rocks .

move out into the open . In the distance they see 4th Brigade HQ , a walled compound and partially constructed landing pad .Two hoppers are pulling Gillespie up into the rocks where other bugs join to feast .Dizzy tosses her Morita to Rasczak . Gillespie writhes in the hopper 's claws . Rasczak fires , killing Gillespie .Johnny and the others cover the Roughneck retreat as hoppers soar down on the flat lands from the canyon walls .Johnny and the others blast bugs out of the air .A second wave of hoppers come in .For now , the sky is clear .

is 50 meters by 100 , standard issue pre - fab . The Roughnecks land on the compound wall . Inside , WORKER BUGS graze on the remains of 200 dead cap troopers strewn over the complex .Rasczak turns away . Roughnecks engage in the sport of methodically killing the workers .

surveys the aftermath of the last stand with Rasczak , insect and human dead everywhere .

enter the radio room . A DEAD MAJOR is slumped over the console with hole in the back of his head . Johnny checks the equipment . It ' dead , too .Dizzy goes to work . Rasczak checks the wound in the back of the dead major 's head .

in the middle of the floor is surrounded by carnage .Then they hear a sound . Tap tap tap . Rasczak signals for quiet . Tap tap tap tap . It 's coming from the kitchen .

enter cautiously . The noise is coming from a freezer . Ace stands ready to fire . Johnny levers open the door , jumps back as GENERAL OWEN , 60 , tumbles out face first .Roughnecks prop him up . General Owen tries to talk , but no words come out . Rasczak bends down to listen .The old man grins , hugely relieved .

At ease, Lieutenant. Thank God for you, for all of you. this is grand. so where's the boat?

I was forced to hide, of course. The security of the Federation in this theater of operations was at stake!

They get in your mind. they make you do things! Look here. They did it to Farley!

Oh, you can be sure of it! They were biding their time. waiting for the most opportune moment!

They were n't gon na do it to me. Oh no! I know too many secrets!

help the old General , now wrapped in a blanket , rambling .Dizzy lokks up from where she is working on the radio controls .He points at the hole of the dead major 's head .Rasczak 's lost interest in the general . He 's on the com .Rasczak looks at General Owen with contempt .An explosion in the mess hall closes the bug hole .

blinks as he steps out into the light . Roughnecks snap to attention . General Owen looks at the carnage that was once his command and begins to keen , collapsing to his knees .The Roughnecks are shocked . They 've never seen a general break down before . Lieutenant Rasczak slaps Owen hard .And it looks like Rasczak just might , but just then Ace touches down next to Johnny and Rasczak .

and Johnny join other stunned Roughnecks to see THOUSANDS OF BUGS on the march from every direction . Bug batteries open up in the distance .Johnny runs for the communications room .

has the board up . Outside the battle has begun . Nukes go WOMP ! and pulse guns chatter .Johnny races out the door .

This is Rodger Young. What's going on down there? We're taking plasma! We have Orion P - 11 as clear!

is white hot as Roughnecks on the walls unload nukes . Johnny crosses the compound , lands next to Rasczak on the wall .The Roughnecks stop firing as they run out of nukes .Johnny scans the battlefield . Nukes have turned the surface into dark glass . Now , out of the smoke , come the bugs , steaming glass cracking beneath millions of marching feet .Sugar Watkins sees Genera Owen in the compound below , stumbling aimlessly among his dead soldiers .Hoppers sweep into the compound . The Roughnecks open fire . General Owen make easy pickings for ones that get through .Dizzy arrives on thr bounce as the Roughnecks fall back into the compound . Bugs pile in over the walls . The circle affords them 360 degrees of kill zone .Rasczak , Sugar Watkins , Johnny and Dizzy stand back - to - back in the center of the circle , sweeping the skies with the heavy guns from the towers . Hoppers are blown to pieces .Johnny looks up . A RETRIEVAL BOAT hurtles down through bursts of bug plasma , takes a grazing hit , rights itself with retros and lands within the circle . Roughnecks cheer , saved !Roughnecks move to protect the boat . The hatch blows open .Dead bugs ring the compound walls , forming ramps for living insect soldiers to enter the compound in greater numbers .The circle shrinks as Roughnecks fall back and board the boat . More and more bugs pile in over the compound walls .Suddenly , the ground collapses under Rasczak . He falls in to his waist , vomits blood as something chews on him from below .Ace and the others fire from the boat . Johnny and Dizzy fire at the ground around Rasczak . Rasczak stops screaming . They try to pull him free .The compund wall collapses . A wave of bugs charges in .Weakly , Rasczak picks up his pulse gun , checks the power .Johnny and Dizzy run for the boat . Rasczak opens fire , picking his shots , but soon the bugs are all over him .At the boat , Dizzy turns to look back at Rasczak . A hopper swoops down on Dizzy , it 's claws ripping into her abdomen .Johnny blows the bug off her back . Blood sprays from a deep gash in her neck . Johnny picks her up , tries to stop the blood with his hand . The life is leaving her eyes .A TANKER BUG breaches the broken wall . Ace jumps out to help his friends . The hatch closes just as the tanker bug sprays . The boat blasts off , dripping metal .

holds Dizzy in his arms , drenched in her blood , fighting G - forces as the boats heads for orbit .MEDICS push Johnny aside , go to work on Dizzy .

slams into the cockpit . Out the front screen , violent bursts of BUG PLASMA fill the sky as they break atmosphere .The co - pilot turns around . It 's Zander . His eyes narrow .The pilot turns around . It 's Carmen .Johnny leaves . Carmen punches up Fleet Command .

returns to Dizzy 's side as the medics struggle to save her . Blood pours out of her mouth . Her body thrashes .Dizzy dies . A Medic slaps her . Her head lolls , mouth open , eyes blank . They drop her and move on to the next casualty . Johnny sits there , stunned . Carmen enters from the cockpit .She points out for a viewing port . Johnny looks . Fifteen battle groups , 100 ships strong , lay off Planet P , all of them dwarfed by the Sky Marshall 's flagship , Buenos Aires .Carmen touches the scar over her eye .

lands on the flight deck of the Rodger Young in the midst of the flotilla .

enters , watches Carmen dress . She hums as she checks herself in the mirror , touches thr scar over her eye , smiles .

enters as Johnny speaks . Dizzy is laid out in dress gray . The surviving Roughnecks have gathered to pay final respects .Several INTELLIGENCE OFFICERS march into the bay .Everyone snaps to attention . Colonel Carl Jenkins strides into the room . His eyes are hollow , and he looks grim . He returns Johnny 's salute , nods to Carmen .Johnny nods to the GUNNERY CREW . They load Dizzy 's body into a tube . Johnny steps back , salutes Dizzy . Everyone salutes .The CREW CHIEF fires the tube . Out the viewports , A PULSE OF LIGHT disperses into space . The Roughnecks file out . Carl approaches . Carmen takes Johnny and Carl by the hand .Carl sees the way Carmen is looking at him , like he 's a bug .Carl allows himself a tiny smile .KLAXONS sound . Suddenly , everyone has someplace to go .Carl turns abruptly and heads away . His entourage follows .

steps onto the bridge . There 's a new NUMBER 2 sitting in Zander 's chair . She 's right out of Tereshkova , and she looks scared . Carmen turns to Captain Deladier .Carmen bites her lip , takes first chair . Deladier feels bad for her , knows she 's made a painful decision .

are suiting up . Ace enters .Roughnecks fall in . Johnny steps into the room . There are many new and much younger faces .

have landed . Cap troopers set fire to huge piles of dead bugs . BULLDOZERS push bodies into a mass grave , among them Rasczak . Johnny walks past with his team .Roughnecks boo .A HERCULES CARGO BOAT hurtles out of the sky and lands on the high ground Johnny has intended forb his H.Q. Johnny scowls , marches over to the boat and confronts a FLEET OFFICER .The cargo bays open to deploy FLEET SKIMMERS . Zander jumps down to oversee the operation .Suddenly , in the distance , bug batteries open fire , not one but twenty . Zander and Johnny share a look of concern .

begins to take a toll on the battle group as the orbiting ships lay their eggs . Cap Troopers are scliced as they drop .

turns to Carmen .Carmen dodges other starships , turns to her new number 2 .KA - WHAM ! The Rodger Young takes a direct hit .

is cut in two . The rear section explodes , the forward section begins to burn towards the bridge .

calmy evacuates the bridge . Power fails and so does the gravity .

and Captain Deladier run for the lifepods . An explosion flips the corridor . Captain Deladier 's leg is crushed when an airlock closes on her .Carmen hits the release , pulls her free . Deladier pushes Carmen away .

pushes into the chaotic life pod bay . PANICKED CREW shoving , screaming , fighting . The ship pitches . They tumble , landing near a pod . Carmen jumps for it , pulls Deladier in after .

navigates through a graveyard of floating wreckage , dead cap troopers , someone 's trombone . She sets her beacon and the pod plummets downward .

board the Skimmers . Zander approaches Johnny , upset .Johnny 's face falls .Zander points . Far in the distance , a glowing pod plummets toward the planet . Johnny tracks it on his `` head up '' .

comes to rest . Carmen blows the hatch , pulls Deladier out , grabs a Morita pulse rifle . Tunnels lead in every direction .

sees a warrior coming at her from out of the shadows . Carmen fires a burst and kills it . Now there are two . Carmen backs up firing , but there are too many .They have her . She puts the barrel of the Morita in her mouth , but a claw cut her trigger finger off at the knuckle .

and Zander are horrified by what they hear .Johnny knows it 's true , swallows bitterly , turns away . That 's when he sees it . Nearby , the ground shifts , a claw breaks through , a hole opens up and bugs boil up out of the ground .They turn and see a second bug hole open up .The entire area underneath the base camp collapses to form a huge new canyon . The Hercules boat topples , crushing Skimmers and unfortunate Fleet personnnel .

and the surviving Roughnecks pick themselves up . The are now 30 meters below the planet 's surface . Above them , bugs line the wide rim of the newly formed canyon .Through the dust , exposed bug tunnels can be seen in the canyon walls and piling out of them by the score , deadly Arachnid warriors . Johnny throws Zander a pulse cannon .The Roughnecks open fire at the charging bug horde . Warriors are blown to pieces . Gas grenades fly and H.E. rounds close tunnels . A maimed warrior gets through and heads for Zander .Johnny and Ace team up to blow it away . Zander takes a deep breath , loos around , impressed . The Roughnecks have killed a great many bugs .Sugar Watkins tosses a bloody jump boot his way .Ace points out a Tanker bug that 's been brough up to the rim . Johnny sees another .Johnny chews on this .Zander , awkward in a power suit , confronts Johnny .Johnny and Zander stare each other down .Johnny starts for the gaping mouth of an exposed bug tunnel and the others fall in behind him .

leads his deadly force through enemy territory . The Roughnecks kill everything that gets in their way . Zander lends his inexperienced hand .Warriors appear in the tunnel behind them .Sugar Watkins fires an H.E. round and seals the tunnel .

opens her eyes . She can hear BUGS CLICKING . She 's in a pit filled with human dead . A nearby carcass wears a uniform from 4th Brigade Off in the dark she hears HUMAN MOANING . She crawls over rotting corpses toward the sound . The moaning turns to SCREAMING . It 's coming from outside the pit . She pulls herself up to peer over the edge .

sees hundred of bugs at work , WARRIORS , WORKERS and dozens of small -LRB- 2 meters -RRB- CHARIOT BUGS . Aworker walks pas , stepping on her , but pays her no attention . She sees the source of the screaming : Captain Deladier is hold between two warriors , and she 's screaming because of what she sees ,The BRAIN BUG is huge -LRB- 5 meters -RRB- and pulpy . I has vestigial legs that can not support ist weight , and so it must be moved by a shifting carpet of chariot bugs .A thorn - like PALP unfolds out of the brain bug and strikes , driving deep into Deladier 's head and sucks her brains out .Carmen watches horrified as Deladier dies . The suddenly a warrior grabs her from above and drags her out of the pit . She screams as its claws slice into her limbs .Now the brain bug comes for her . She sees the palp unfold , the thorn - like spike coming toward her . Carmen is no longer looking for escape . All she wants to do is die . Suddenly , every bug in the chamber stops as though to listen . Carmen hears it . A HIGH - PITCHED SQUEAL , getting louder . Johnny enters the chamber alone . The warriors move toward him . He holds up a NUKE , source of the high - pitched tone . The ready light flashes . The Brain Bug emits a series of harsh clicks . The warriors freeze .Johnny makes an explosive sound . The Brain Bug slowly withdraws its palp .Johnny moves toward Carmen . The Brain Bug 's multiple eyes track him . The warriors holding Carmen threaten . Johnny turns on the brain bug , his finger on the nuke 's trigger .The Brain Bug clicks . The warriors back off . Carmen collapses . Johnny reaches for her .Chariot bugs move the Brain Bug down a hole . Workers seal the hole behind it with amazing speed . Johnny drags Carmen back toward the tunnel he entered from . The warriors charge .Johnny throws himself on top of Carmen as the Roughnecks burst into the chamber , guns blazing . The fight is furious , point blank , deadly to bug and Roughneck alike . Sugar Watkins screams as a warrior rips his arm off . Zander takes a claw through the gut .He blows it away , sees his intestines hanging out of the wound , shoves them back inside and keeps on fighting . A warrior rears up over Johnny and Carmen .Ace throws him a Morita . Johnny catches it , pumps three rounds into the bug 's nerve stem . He struggles out from under the dead warrior . Every bug in the chamber is dead .Carmen throws her arms around Johnny .Zander takes this in . Carmen sees him , then his wound .Ace takes a look at his wound , makes a face .Zander pushes him away , struggles to his feet .Various components are gladly passed forward . Johnny and Ace help her putting it on .

double - time it , racing for the surface . They come to a fork .The tunnel floor drops out . FIVE ROUGHNECKS disappear into the hole . WARRIORS climb up into the tunnel .The Roughnecks bachk up fast , shooting . Zander staggers , collapses . Johnny drops to his side , rolls him over .Johnny sees warriors coming up into the tunnel by the score .Zander checks his pulse cannon 's available power .Johnny nods , hands him the nuke . Carmen sees what 's happening .He grabs her and kisses her . Johnny drags Carmen away . Zander opens fire as the first warriors reach his position .

race desperately for the surface . They hear the chatter of Zander 's pulse cannon and the screams of dying bugs .Tears stream down from Carmen 's face .

and the surviving Roughnecks make it to the surface . WOMP ! A subterrenean nuclear explosion blows a column of earth and stone into the air .

and the others enter A Company 's perimeter . No one notices their arrival because everyone 's gathered in a big circle watching the Brain Bug .Several of its delicate legs were apparently broken during the capture . Carl approaches it without fear , puts his hand on the thing .Carl smiles in a cruel way .Johnny and Carmen approach the General .The General sighs , turns to his AIDE .Carl steps in .The General smiles , relieved .The General heads away . Carl winks at his friends .Johhny sees a knot of soldiers around Zim , who is smiling , selfconscious and admirers shake his hand , pound his back . Johnny rushes to congratulate him .Zim turns , gives Johnny a wry look . He wears the single stripes of a private .Zim snaps to attention , salutes . Johnny has to smile .FROM THE FEDERAL NET - AND SO THE WAR GOES ON ! Starships parked row - by - row in the floating yards above Luna . Meanwhile , at Camp Currie , cap troopers train .TECHNOLOGY - NEW WEAPONS ! Federation scientists are hard at work .ENLIST NOW ! Proud YOUNG PEOPLE in uniform , the bloom of human evolution .

looks his Roughnecks over before the drop .One thing 's for sure : They 'll keep fighting , and they 'll win ! END

The view of downtown Los Angeles from the enormous , ornate house is extraordinary . A small outdoor dinner party is in progress . A MAGICIAN is entertaining guests . Playing cards and coins appear and disappear in his nimble hands .

EDWARD HARRIS stands at the window , impassively looking down at the party . Edward is a handsome , well groomed man of around forty . He looks tired ; the kind of fatigue that ca n't be cured by a night 's sleep .And indeed , down below , the magician pulls the coin from the left pocket of the incredulous WOMAN 's silk blazer . More laughter and applause . The study is in keeping with the rest of the house . Luxurious . Everything the best . WILLIAM STUCKEY , Edward 's contemporary , is a crafty looking lawyer who is the party host . VANCE is an investment banker . His assistant JAKE , is a financial researcher . The other men are INVESTMENT BANKERS . They are in dark suits and power ties . On the table are stacks of documents and folders , the name `` KROSS INDUSTRIES '' is prominent on many of the folders .Edward turns from the window . He has n't miss a thing . All eyes are on him .The bankers speechlessly stare at him .He turns away . The bankers look at one another . They rise . Silence as they exit . When the door closes . Stuckey explodes with laughter .The others stare at him , uncertain . Stuckey laughs . The others follow suit .Stuckey rises . Edward ushers Vance and Jake toward the door .Vance and Jake exit .A BUTLER has entered the room .Stuckey exits the room as Edward crosses to the telephone .

Our banks certainly does n't want to discourage Harris Enterprises from investing in California. We think this is a great new venue for you but you've got to understand the mergers and acquisitions market is changing. With the upswing in inflation we have to make these offerings tempting to offset the risk.

Look, we're talking about hard assets and a straight liquidation. We have over a thousand man hours in this deal.

This is a `` no brainer''. There's no risk for you. No one has ever lost money backing Mr. Harris.

Come on. You know we're not going to go into ship building. Besides, you're the ones with the troubled track record, not us!

Bill, be reasonable. If you're really going to digest Kross Industries that quickly eighteen should not be such a problem. Besides, I do n't think there's anywhere else you can go for the money in the time you have.

Draymen Heux has offered me seventy - five in the pool at sixteen and a half. I can secure the other half personally. You have until tomorrow morning to make me a better offer.

NO way! They'll come back. They ca n't afford not to. Edward, that bluff was beautiful.

No, I do n't expect you to be at my beck - and - call. Are you coming or not?

Prepare the filing papers. Have them ready by the middle of the week. I'll tell you when to submit them.

I want this done fast and easy. No slip - ups. I want to be back in New York by Saturday. Got it?

Really? Some high class gold digger who speaks French better than I do?

Very good. You ought to have that printed up on your business card.

You may feel more comfortable. This is not the kind of place that rents rooms by the hour.

Every place has hookers, but if this hotel has hookers, they do n't look like they're.

Want to know something? I do n't quite know. I had n't planned this.

My ex - wife lives in London in what used to be my home. My girlfriend is in New York moving out of my apartment even as we speak. Cheers.

I'll see him alone. Everyone knows you're my muscle. We'll make it social. Tell Kross I'll meet him for dinner. Tonight if you can arrange it.

Bill, we're businessmen, not the damn mafia. I'll see you in the office. By the way, about your car.

Assets are anything of value a company owns. Sometimes the pieces are worth more than the whole. By selling them off, I make a profit.

Vivian, may I point out five more nights at three hundred a night is only 1,500.

Think again. I'm taking you out to an important dinner with me tonight.

We do n't have the time to bring someone new up to speed. Besides.

I want our lawyers to check into the toxic waste licences on them right away. I want to know if the permits are still valid and what kind of limits are on them.

Let's hope so. You'll get some more clothes tomorrow. I'll be pushed for time so meet me in the hotel lobby at seven forty - five sharp. Got it?

Please do n't patronize me, Mr. Kross. Our ages mean nothing here.

To get me in a mood to sell - double what I paid. But your company does n't have enough capital right now to buy anything.

But I do know. I also know your lines of credit are over - extended. If I do n't buy your company, someone else will.

Mr. Kross, I'm not here to sell you my stock. On the contrary, I'm here to buy yours.

It is not your company. It's a public company. And I am going to acquire it. Either I buy from the other stock holders, or I buy from you.

I would suggest that you and your board cooperate with me, rather than fight a battle you do n't have the ammunition to win.

Whether I liked him or not is irrelevant. It's business. There's no emotion involved in business. if you want to survive.

Vivian, you belong wherever you are. I do n't care how you were dressed, they were the ones who were wrong, not you.

People are n't going to respect you unless you respect yourself.

The next time someone is rude to you, you stare at them right here.

It's an old trick I use, especially with bankers. Works every time. Will you try it?

I want the treatment plant licenses to be top priority right now.

You're on your own now, Vivian. I've got to get to work. Be sensible and you can keep everything. Spend too much and it all goes back.

Come on, Bill, do n't talk to me about how much money's involved. It's my money.

My father's family was wealthy. When I was young there were cars and houses, private schools, nannies. But then my father divorced my mother to marry another woman. And he took his money with him.

Not much to tell. I went to public school. Went to university on scholarship. Went to work for an investment firm. In eight years I owned it.

My father was chairman of the board of the third company I ever went after. I swallowed that company and shit out the pieces. One of the pieces was him.

The night I left your house, I was lost. I was looking for directions.

Christ, Bill, she's not a spy, she's a hooker. I picked her up off Hollywood Boulevard.

I told the truth. Why should the truth upset you? It's not as if you're from a convent.

Fine. I'm only here a couple of more days and I'm not going to spend them fighting with you.

Vivian. I'm sorry. I was n't prepared for questions about us. It was an idiotic and insensitive thing I did. I should have known that it would hurt you.

Bill? Stop panicking. Kross is n't going anywhere and I do n't need to spend the rest of the day watching his stock go down. I'll be in the office tomorrow.

I do n't want you to get too excited. these are on loan. however.

This is made for a princess. I think she'd approve of you wearing it tonight. There. Come look.

You do n't want to go all the way to San Francisco in a limousine, do you? I do n't.

To meet some friends. Rudolpho, a poet. Benoit, a landlord. Mimi, a flower maker.

I'm glad you like it. Now be quiet, I've really got to read these.

Some people say that opera is an acquired taste, but I do n't believe it. You can always tell when someone goes to the opera for the first time. They either love it or hate it. Those who love it will always love it ; those who hate it might come to appreciate it, but they'll never truly love it.

I'll whisper some of the main parts of the story to you. But you'll be surprised how much you understand. The music conveys the story more powerfully than any words.

Vivian, do n't be afraid of what you do n't know. That's the fun of it.

What am I? I am a poet. Not a man of wealth but one rich in dreams. You have come to replace my vanished dreams. I dwell now only in your eyes.

If you'd gone on about how much you liked it, I'm not sure I'd have believed you.

But I'll be back in Los Angeles. Soon. I'd like to see you again. I thought we could work out something. An arrangement.

It would n't be like that. I want to get you off the street. You'll have a different kind of life. What's wrong with that?

Vivian, I've thought about this a lot. This is the best solution.

Vivian, I want you to listen to me. The man realized that it would be better for his future and his son's future, if he cooperated.

Mr. Kross, I'd like to ask you a few questions before you sign. You realize that you're a target. If you were n't mine, you'd be someone elses, correct?

I suppose you'd find out soon enough that you have assets you presently do n't seem aware of, would n't you? The waste processing licenses at that abandoned shipyard of yours, you'd certainly find out about that.

I suppose you'd use them as collateral on new loans, would n't you?

With all this in mind, Mr. Kross, I ca n't logically make a formal bid on your company, can I?

You're very right. I think the best thing we could all do is go home.

And I do n't like what we've become. I'll cover any losses you have on this one. Now get out, you asshole!

Stay with me tonight. Not because you're being paid to. Stay with me because you want to.

Okay. this is the jewel in Kross's crown. We can strip out all the heavy equipment. Some of the cranes are very valuable overseas. The Japanese are salivating for them.

He's right, Jake, that was an incredibly stupid thing to do. It wo n't happen again, Edward. I'll pull him off the project immediately.

This is interesting. That building is storage now, but it used to be a smelting plant. They closed it down after World War II.

Kross came out of his corner swinging. He started buying up all available stock as soon as the market opened.

Listen, there're some major local talent inside just dying to meet you.

Kross knows we're after his company. He wants to talk with you. I do n't think you should.

Edward, if the three of us sit down together we might as well announce our plans in the Wall Street Journal.

You should n't go alone. He might claim that you tried to black mail him.

Prime industrial property straddling the Port of Long Beach and Los Angeles. It gives me a hard - on.

What kind of an idiot are you? You do n't talk about this to anyone.

Jesus, yes. It's a long shot but if the permits are still in effect, they're worth a fortune.

Eight o'clock. Kross is bringing his son. Very bright kid, watch yourself with him. Who's this girl you're taking?

Our contract guys are working on the Kross pension funds. There's another forty million there. We can bleed'm dry.

You were right. Kross mortgaged everything he has down to his grandson's college tuition to secure loans from a bank. Not just any bank. One we do business with.

It goes without saying that your business means a great deal more to them than our friend Kross's.

Excuse me for saying this but what is wrong with you this week? First, you go soft on the pension funds. Now, you're giving him the chance to get away? As of two minutes ago, you are committed to the tune of over fifty million dollars -

Come on, you can tell me. I sure would like to know where a guy runs into a girl as attractive as this.

And you just happened to run into her. Great. What's she do? She work?

Hear me out. I've known you a long time. I see a difference in you this week. Like that tie. I'm suddenly wondering if this girl's not the difference. Especially when I see her talking with David Kross.

So now they're best friends? Edward, this girl appears out of nowhere and now I see her talking to a guy whose company we're trying to buy. It's too convenient.

Industrial espionage is not ridiculous. Edward, how do you know she has n't attached herself to you so she can bring Kross back information?

I swear to God, you are the only millionaire I ever heard of who'd go looking for a goddam bargain streetwalker!

What do you charge, Vivian? Maybe you and I could get together after Edward leaves.

I had to call. I jus got off the phone with James Kross. Get this. He wants to see you. Today.

He would n't say. Edward. I think we got him. His nuts are on the block and we got him.

We'll be there. Listen, if he's really caving in, we'll go from there down to the office. I want him to commit his stock to us this morning.

Let's not waste time here, shall we? Mr. Kross, you said this morning, you wished to speak with Mr. Harris. Mr. Harris is now listening.

If we can get these letters of intent out of the way now. Mr. Harris and I would like to ask you some questions about your company.

Mr. Harris is preparing a bid based on our speculation of the corporation's net worth. The price he ultimately pays for your father's stock will be based on that bid. The more we know, the higher our bid can be.

Do you want to know what he did? Do you want to know what the crazy son of a bitch did? He handed the whole thing back to Kross! On a silver platter. For no reason! What was he thinking, I mean, what was going through his goddam head? Why?

What was all that benevolent crap? What are we going to become, a philanthropic foundation? I'll probably be the director of several worthwhile charities.

I bet. A lousy whore and you're the gum in a hundred million dollar deal.

But what do I know, maybe you're worth it. Come on, show me. Let's see your act.

Do n't worry. I'll pay for it. What a you charge? Huh? Twenty, thirty, fifty bucks, maybe? Are you a fifty dollar whore?

Edward descends the long , curved stairway . He has Vance in tow .The PEOPLE talking and drinking on the stairway gravitate toward Edward .He deftly keeps making his way through the crowd .

Stuckey is sipping champagne and talking to a beautiful WOMAN in a tight sheath of an evening dress . An elegant woman ELIZABETH STUCKEY approaches from behind him . She taps him on the shoulder and he turns , startled .Stuckey looks up to see Edward moving quickly toward the door . Stuckey abruptly leaves the two woman together to follow Edward .

Edward comes out of the house . Jags , a limo with waiting DRIVER and two BMW 's pack the circular driveway behind a black Ferrari . The limo driver leaps to attention at the sight of Edward . Edward stands , making an obvious effort to keep his impatience under control . Stuckey comes out of the house and down the walk .Stuckey gropes uncertainly in his pocket for keys .Edward grabs the keys out of Stuckey 's hand . He crosses to a black Ferrari and gets in .Edward starts the car .The car lurches forward with a squeal of wheels and promptly stalls .With a squeal of tires , the Ferrari bucks out of the driveway and . stalls again .Edward starts it again and heads uncertainly uphill . Stuckey watching , throws up his hands .

The Ferrari , moving fast through the Hollywood Hills , passes large , beautiful homes . Edward shifts , grinding gears .

The Ferrari comes to a red light and pulls up next to a Dodge Colt . The GIRL in the Colt looks at Edward and his car admiringly . Edward feeling confident now , revs the engine . The light turns green . Edward immediately stalls the Ferrari . The Colt leaves him in the dust .

Edward drives . He blinks , shakes his head as if trying to rid himself of his own tired thoughts .

The Ferrari comes to the intersection of OUTPOST and FRANKLIN , stops . Edward gets out of the car . He looks at the street signs . He has no idea where he is . He signs . He gets back in the car and takes off on Franklin heading East .

A crumbling old apartment building . Dark alley ways , deserted parking lot . The Ferrari - blink and you miss it - motors past the building , looking very out of place on the street . PANNING UP A building facade of lit windows and metal fire escape . One window in particular . A GIRL stands there in a short kimono , looking down . And then she turns away .

VIVIAN turns and stares at herself in a grainy , cracked bedroom mirror . She is twenty years old and a prostitute . Make - up applied to give her a hard , older look does n't quite succeed . She 'd be innocently beautiful without it . She is wearing tiny shorts , a tight tube top , thigh high boots . She stares at herself , not really liking what she sees . A moment . She signs , turns off the light and walks out of the bedroom .

Faded , peeling walls . Thread bare , dirty carpet . Vivian locks the apartment door behind her and starts down the dim hallway . A door suddenly opens , startling her . An unshaved , enormously pot bellied MAN in a stained t - shirt stares at Vivian with pig eyes .Vivian turns some `` tough '' on him .Vivian hurries at a run back down the hallway .

You lookin' good, Viv'. Nice threads. I got ta find time to shop.

Get out of my face or I'll have those cops on your ass in two seconds.

We worked for that money. We were gon na put together enough to get out of that dump we live in, get off this street.

I just saw somebody pulled out of a dumpster. I wonder how much she made tonight?

That crack is burning a hole in your pocket. There is n't even milk in the fridge. The rent's due. Now come on -

Tell me about it. L.A. is suffering from a wacko epidemic. And who knows where half the guys I pick up have been. I mean, I use condoms. Always. And I get checked out once a month at the free clinic. Not only am I better in the sack than an amateur, I'm probably safer.

You kidding? I come here all the time. As a matter of fact they do rent this room by the hour.

Well, now that you have me for the night, what are you going to do with me?

Well, the meter's running, it's your money. Speaking of which, cash'll do. In advance.

Jesus, you act like you're seducing some Valley girl you picked up in a dance club.

If I want you to turn me on I'll pay you three hundred. Just lay back and let me drive.

I fucked the debate team in high school. Tsk. I had a grampa. He liked ties on Sundays. You mind if I take a swim in your bathtub before I hit it?

Sugar, you got it. I will treat you like a prince. Anything, anyway you want.

Look butthead, I'll treat you so nice you'll never want to let me go, okay?

Yeah, you want me to dress like your high class girlfriend. You're wasting your money though. All I'm gon na do is hang around the hotel. As a matter of fact, I may never get out of that bathtub.

Kit, listen, the guy last night, the one in the Ferrari, I'm at this hotel, the Regent Beverly Wilshire, it's this absolutely unbelievable place and he's hired me for a whole week and Kit, listen, he's paying me three thousand bucks! We can get out of the apartment. We can get out of this town. We can do anything!

Three hundred for last night and he gave me extra to buy some clothes. Now listen, I'm gon na leave an envelope for you at the front desk. Give me two hundred to the scum bucket and the other hundred to that asshole landlord for part of the rent. Spend it on drugs and I'll pull your hair out.

I was trying to get some other clothes. but. they would n't. they made me feel like shit.

They were real nice to me there. They treated me, y' know. nice. Thanks, Barney.

It's very tasteful. I think you'll especially like the zipper in the crotch.

No, I do n't `` got it''. Even the farmboys back in Georgia come to the door when they're taking you on a date.

all right. I'll meet you in the lobby. But only cause you're paying me to.

Thanks! Consuelo, are all rich people so lazy they ca n't do this on their own?

Edward is taking me to some fancy place for dinner. The Rex. Ever been there?

Maybe I'll just order a burger, Barney, that way I can eat with my hands.

We're the exactly the same! Kit keeps telling me do n't get emotional when you turn tricks - that's why no kissing - it's too personal. The key is like you're saying, stay numb, do n't get involved - when I'm with a guy, I'm a robot, I just do it.

Know what we're gon na do in a little while then? We're gon na call Domino's and have'm deliver a bigass pizza. We're gon na eat it in bed. We're gon na veg' out and watch television.

Yeah, it's this box, it has pictures, sound. You do n't have to use your brain at all.

Is that while you're the boss everyplace else. I'm the one in charge here.

Well, you know those cold bitches that work in those stores and try to intimidate you? It works.

I had a little problem in one store. I was n't dressed right. I do n't know what to say. I do n't belong there. Maybe I'll just go back to Bridget. She was cool.

I'm looking for a dress, nothing too flashy, not too sexy, conservative. In a size six.

Yeah. That's right. It's me. I want you to know something. You made me feel terrible. I was n't dressed right and you said I did n't belong here. Well, I do. You're the one that was wrong, not me. And I want to tell you something else. I'm never gon na shop here again as long as I live.

You could freeze ice on his wife's ass. She anything like your ex?

Edward, these women here, I do n't think any of'm like the guys they're with. They're just into it for the money.

I thought I was the pro. These women make me feel like an amateur.

Clean the slut up, take her out, huh?! What are you trying to prove!? I'm not a piece of meat for you to offer to your friends!

I've been with stinking old men who've made me want to puke but I've never had anyone make me feel as dirty as you did tonight.

Stuckey! He wants an `` appointment'' with me after you leave. You my pimp now or did he think that up on his own?

I want my fucking money. I'm getting out of here. I do n't want anything more to do with you.

Your goddamned friend, he thinks the only reason I'm with you is for the money.

I'm not hurt. It does n't hurt you when somebody pisses on you, it just pissed you off.

I'm a human being. Sure. Once. First time I ever ran away from home, I got as far as Atlanta. I met this boy. He'd been with his parents on their way to Chicago. They stopped at a gas station. He went to the john. When he came back they'd split. We sorta started looking out for each other. Aw, he was sweet. And boy, was he good looking, y' know, dark hair and eyes. The chicken hawks were on him all the time. He hated that. Sometimes we'd find a safe place to crash nights and we'd curl up together and we'd talk about all these crazy things. The two of us getting married someday. Having kids. Stupid stuff.

My father found me. Dragged me home. I do n't know why, he never seemed to like me much when I was there.

What else? You gon na leave some cash by the bed when you pass through town?

When I was a little girl, my mother locked me in the attic when I was bad, which was pretty often. I'd stare out the window up there and make believe I was a princess trapped in the tower by the wicked queen. Then suddenly a knight on a white horse with his bright colors flying would ride up. Rescue me from the tower, and then we'd ride off. but never, ever in all the times I had that dream did the knight say, `` Come on baby, I'll put you up in a great condo.''

Hey, do n't mind me. I'm being stupid. I'll think about it, okay? It's a real good offer for a whore.

Hello. Is Kit DeLuca there? When she comes in will you have her call Vivian Wells at 560 - 30000. Yes. Okay.

Last time I saw him he was this strong guy. Now he's beaten. And you liked him.

It's all just business to you. Him. Me. Your life. Everything's business.

You think I fit here where they just about chew your food for you?

I know. I stopped pretending and started liking it with him for real.

All I'm doing is feeling lousy about it. I do n't know what to do. What do I do, Kit?

Why do guys always know how to hit a woman? Right across the cheek, wham, so it feels like your eye is gon na explode. What do they do, take you all aside in high school and show you how? It pisses me off!

Do n't ya see? If I stay with you like you want me to, there'll always be some guy, your friends eve, treatin' me like that. thinkin' they're allowed to. What are you gon na do, fight'm all? No. I'll take my money now, please.

That's what you given me, see? I know what I want now. I want a guy like you for real. Not because you buy me things and give me money. The nicest thing you ever done for me is hold my hand. You gon na give me that?

You do n't know how to treat a girl like anything but a lady, Mr. Thomas.

Get a job and probably go back to school. Figure out what I'm gon na be.

School, school. Regular. I used to get pretty good grades in school, you know.

I want to. For food, got it? Eat something before the wind blows you away.

Vivian pulls a coffee can off a shelf . She pulls off the top . It 's empty . She tosses the can away , starts for the door . She opens it .

Down the hallway , the landlord is standing in front of his open doorway , talking to a FAT WOMAN . They both glance up . Vivian quickly closes the door . She does n't want to deal with them .

Vivian comes off the fire escape onto the sidewalk . She hurried away .

Vivian walks along , urgently looking for something . someone . A BABBLING STREET - TYPE goes by happily talking to himself . He wears an `` I Love Hollywood '' t - shirt . Vivian passes TOURISTS but does n't notice them any more than she pays attention to the VAGRANT she passes further on , huddle in a doorway . A LONG - HAIRED KID on a SKATEBOARD goes by dropping off little bags to various STREET - TYPES . A BARKER - TYPE stands in front of a photo store urging tourists to come in and take a photo with a cardboard cut - out of a movie star . Some go in . Vivian hurries past a group of rubbernecking JAPANESE TOURISTS . A BLACK PROSTITUTE in a mini skirt strolls toward her . A car passes . The DRIVER stares at Vivian with interest . She ignores him . The black prostitute approaches the car .The Driver looks her over . The Black Prostitute gets in the car and it drives away . A GROUP OF MEN , mostly drug dealers , hang out at an all night coffee shop . They WHISTLE and make obscene gestures and SOUNDS as Vivian hurries by . She ignores them and goes next door into a falafel stand . Half a dozen PEOPLE sit at dirty tables inside .

Behind the counter are a MAN and a WOMAN , Vietnamese cooks frying food , trying to ignore the unsavory crowd camped in the shop .Both of them nod and smile at Vivian . Vivian exits .

Skateboard zips by a GROUP . We SEE a police car parked at the entrance to an alcove . Also , an ambulance . The bubblegum lights are going . A CROWD has gathered . The happy man with the `` I Love Hollywood '' t - shirt and a POLICE OFFICER are engaged in tense conversation .Vivian rushes up to join the outskirts of the crowd as the body of a YOUNG GIRL is pulled out of an open dumpster and carried towards the waiting ambulance . For a moment Vivian thinks it 's . no , Vivian turns grimly away . Vivian surveys the dark street . And suddenly sees who 's she 's looking for . Walks .

They just pulled her out of a dumpster in the back. Now talk to me.

Cocaine her pimp, man. She a strawberry. She be out on these streets, day in, day out, tradin' her sorry ass for crack. And now she dead from it.

We SEE a young , tough - looking MAN and WOMAN trying on wigs . The STOREKEEPER is a man wearing a dress and wild wig . The girl , KIT , is around 18 , is dark haired and thin . The young man , CARLOS , has his arm sloppily draped across Kit 's shoulder . They giggle about something , both obviously high . Kit looks up , bleary - eyed . She stops . Vivian is standing in front of her .Carlos attempts to put an arm around Vivian 's shoulders .Vivian throws him off .Skateboard appears suddenly , blocking Vivian and Kit 's path .Carlos glares at her . He looks down toward the lights of the cop cars . One of the POLICEMEN looks towards them , curiously . Vivian waves at the cop .Vivian grabs Kit by the arm and pulls her across the Boulevard .

You kiss your mother with that mouth? Your frien' still owes me 200.

So I blew our stash. We could make it all back with one good night on the streets.

No no, honey. You see these stars on the sidewalk. Me and Vivian work from Don Ameche all the way up to Roy Rogers. This is our office. We got seniority. Get off our corner.

But I'm old. Go rest up by Monty Hall or Debra Paget where you belong.

Do n't take less than a hundred. You look hot tonight. And remember, do n't mouth off. They do n't like that.

You sure do n't fit in down on the Boulevard, lookin' like you do. Not that you ever did anyway.

I blame myself here. First time I laid eyes on ya', I knew you were too complicated to be a whore.

Study hard And get a `` B.'' Lift your dress and an `` A'' you'll see.

I'm gon na pay you back next time I see ya, babe. Just wait, I'm gon na do something real nice for you some day.

You comin' or not? I do n't got all day, I got a grilled cheese waitin'.

Vivian and Kit sit at a table sipping tea . Vivian is still mad at her .Vivian looks like she wants to weep . Or scream . She does neither . She slowly nods . Kit 's sorry she said that .

Edward 's Ferrari turns onto Hollywood Blvd. , finally out of the Hollywood Hills .

Vivian and Kit are out trying to hustle John 's in passing cars . Vivian strikes a sexy pose at the bus stop . Kit is talking to another prostitute , RACHEL .Rachel walks off .They keep hustling .

The Ferrari goes by and stops .Kit gives Vivian a quick hug .And then Kit is off , moving quickly away . Vivian turns . She stares at the Ferrari , loathing it and all it represents . And then it 's as if Vivian turns a switch . She fluffs her mane of hair , throws her shoulders back , thrusting her breasts out and sashays towards the car , a sexy , friendly smile on her face . In the driver 's seat of the Ferrari , Edward is looking furious and distracted . Vivian leans over the passenger window .Edward takes a good look at her .He pulls out his money clip . Vivian suddenly freezes . On the sidewalk up ahead , Carlos and Skateboard . Carlos flashes an evil , menacing grin . He motions to Skateboard , they start forward .Vivian pulls open the door of the car and jumps in .Edward stares at her . She smiles sweetly .The Ferrari pulls away , passing Carlos on the sidewalk .

He smiles . Vivian smiles back .Vivian reaches out , turns on the heat .Edward glances over , amused . It hits him that she really is an attractive girl .

The Ferrari glides along a seedy , West Hollywood section of Santa Monica .

Vivian unconsciously bites her fingernails .But she puts her hands in her lap . She looks out the window . She 's safe from Carlos .Edward pulls the Ferrari to the curb and stops .She reaches across the seat . Her hand goes in his lap .Vivian starts to get out of the car .A moment . Vivian 's sexy smile comes on .Edward gets out of the car . Vivian looks at him confused .Vivian moves around the car .They get in the car .

The Ferrari peels out , fishtails madly and SCREAMS up the street .

Thousands of tiny white lights sparkle along the walls of the Regent Beverly Wilshire Hotel . Bright flags are illuminated by carefully placed spotlights . The Ferrari SCREAMS into the driveway and comes to a jarring stop by the front door .

Edward takes a moment to get his breath . He gestures toward the back .

As they walk in , Vivian is tying the trenchcoat .She looks up . She stops in her tracks . The lobby is bright and spacious , filled with thick carved wood paneling . Even at this hour there is a great deal of activity . MEN in business suits and WOMEN in furs and jewels are passing by . Vivian 's face quickly conceals the sudden awe she feels at the sight of all this luxury . Vivian matter of factly reaches out and takes Edward 's arm .Edward guides them across the lobby . They reach the elevators and go inside .

The young ELEVATOR OPERATOR is dressed in a clean red uniform that seems just a bit too tight . As the elevator doors close he nods toward Edward .She sees the operator glancing at her .

Edward and Vivian come out of the elevator into a hallway leading to a single doorway with two heavy wood doors . Edward pulls out his key and unlocks the doors . With a gentle push the door slide open in unison . Edward gestures to Vivian to go inside . She does . Edward closes the doors behind her .

As Vivian steps into the room she has the sensation of falling off the top of the building . In front of her is a sunken living room with massive windows revealing the sparkling lights of the city below . For the first time , she is speechless . Edward closes the door and walks past her down the steps to the living room . Edward picks up a phone . Vivian checks out the room .Vivian makes her way down the steps to the living room . She stares at the view .Vivian is impressed but she 's not going to admit it .Edward smiles . He sits down in a comfortable chair and leans back . Vivian looks at him .He rises . Takes out his wallet . Standing over her , he drops THREE crisp , new hundred dollar bills in Vivian 's lap . She picks up the bills , stares at them , trying not to be impressed . She puts the money in her jacket . She realizes Edward is standing over her as if waiting . She leans forward , reaches out to unzip his pants . He abruptly turns away .Edward almost smiles . He sits across from her again .A chime goes off to indicate there 's someone at the door .He starts to sit up . Vivian motions for him to stay put .Edward sits back down . Vivian waltzes up the steps and opens the front door . A WAITER comes into the room with a silver cart ; on it is a bucket of champagne and a covered bowl .The Waiter carries it down the steps and sets it in the middle of the living room . He turns and heads back up the stairs and pauses near Vivian , staring . Vivian stares back at him .The Waiter glances away uncomfortably and exits . Vivian closes the door behind him . Vivian marches back down the stairs .Edward crosses to the silver stand . Vivian watches with interest as he twirls the champagne bottle in the ice bucket .Edward lifts the bottle out . He deftly pops the cork on the bottle without losing a drop of champagne .Edward pours the champagne into a single long stemmed glass and hands one to Vivian .He drinks , nods approvingly .Edward laughs softly . She sips it . To her surprise , really likes it . Edward lifts a lid on a silver bowl to reveal a dozen enormous strawberries .A moment . She slowly eats a strawberry . The juice of it stains her lips . Her eyes are like smoke as she takes a sensuous sip of champagne , licks away the stain of the strawberry . His eyes have n't left her .Her mouth is so wet and inviting . he leans closer .He 's about to kiss her .He freezes . She pulls his head down to her breast .

Edward and Vivian on the bed . He is on his back , his shoulder and head resting against the headboard . She is astride him , hands resting on his chest , rocking . in control , confident . very much liking the fire she 's kindled in his eyes .

Smiling , Vivian reaches behind her , touching him . He tries not to groan . She 's moving faster now . Edward suddenly pulls her violently to him , he rolls her over .

A heavy spray of water comes down upon Edward . He stands there quietly letting it wash over him . He turns off the shower , steps out of the stall , picks up a towel and dries himself .

Edward stares . His expensive clothes are on the floor , haphazardly dropped everywhere . Vivian 's clothes , as tattered as they are , are neatly folded and piled on a chair . The incongruity of it touches Edward in a sad way . He looks toward the bed . Vivian is fast asleep . Her heavy makeup has long since been rubbed off . Asleep , her wary , smart - ass attitude is gone . She looks like a sweet , gentle girl . He stares at her a moment longer . He turns , goes into the living room . Vivian opens her eyes . Through the open door she sees Edward sitting in a living room chair . He is reading contracts .

The sun is coming up as HOTEL EMPLOYEE hoses down the sidewalk in front of the hotel .

A WOMAN EMPLOYEE is vacuuming the lobby . She sees something and pauses . She pulls a dead leaf from one of the potted plants .

The elevator doors open and A WAITER rolls a cart out into the hallway . He takes it to the doors of the penthouse . He rings the bell .

The Waiter wheels in a table of food , coffee , champagne and orange juice . Edward dressed in suit pants , white shirt and suspenders , stands in the living room talking into a cordless phone . Edward points the Waiter to the dining table .

The Waiter returns . Edward signs the bill . The Waiter exits .Edward hangs up . He pours a glass of orange juice and takes a sip , thinking . Something makes him turn . Vivian , wearing a monogrammed hotel terry robe , is standing uncertainly in the bedroom doorway .She 's hungry and the breakfast looks great .Edward sits . Waits . Vivian sits across from him . Edward serves them breakfast .She looks at him sharply , sees that he means no offense , relaxes .They share a small smile . They eat .A moment . Edward chuckles . Vivian grins .He almost smiles . She almost smiles back .He nods . This time Vivian is impressed .Edward is oddly pleased at her reaction .

The closet door is open . Edward reaches for a tie . In the closet are about a dozen expensive looking suits , shirts , shoes , etc. . She follows him in .She undoes his knot and starts over .Vivian turns and heads toward the bathroom . He follows her into the bathroom .

Vivian turns on the water in the tub . It fills the tub in a torrential rush .The phone on the marbled bathroom wall suddenly rings . Edward reaches for it .

Vivian stares curiously at the bidet .She turns it on . The water hits her in the face .There are lotions and shampoos and bubblebaths on the edge of the tub . Vivian regards them like a kid in a candy shop .Edward watches as Vivian smells some bubble bath . She smiles . Her eyes ask Edward if it 's okay to ? He nods .Vivian pours the bubblebath into the swirling water . There 's something about the look on her face . the way she bites her lower lip . curious , sensual .Edward hangs up the phone as Vivian curiously turns on the television . The sound blares . She fumbles to turn it down . Edward reaches over and turns it off .She look at him like he is n't speaking English .It takes Vivian a moment to respond .Edward nods . Vivian hesitates . it 's got to be enough to really change things . She shoots for the moon again .And then , quickly getting herself back together , she flips on the sexy smile .

Edward comes out into the bedroom . Vivian quickly follows . They move through the bedroom into the living room .He reaches into his pocket for a money clip . He peels off bills . He hands the cash to Vivian .Vivian 's eyes go wide at the amount of money .

They 're at the front door .Edward opens the door , he starts to exit . He turns back .The door closes in her face .

Vivian is stretched out in the hot bubble bath . The TV is on . She clicks the remote control in her hand .She lies back into the soapy water and disappears . She suddenly pops back up , laughing .A thought occurs to her . She reaches for the cordless phone . She dials . She waits . She is about to disconnect when the phone is answered .That hurts . Perhaps because Vivian 's been wondering the same thing .

Vivian comes out of the elevator and crosses the lobby . She is back in her hooker clothes . She leaves an envelope at the front desk . MR. THOMAS , the prim , middle - aged hotel manager , steps out from his office . He stares in surprise and displeasure as he sees Vivian exit out the front door . Vivian does n't notice the odd stares she gets from two well - dressed MIDDLE - AGED WOMEN who are just entering .

Vivian is looking wide - eyed and delighted and yes , more than a bit overwhelmed . She passes store windows . and MORE STORE WINDOWS . and still MORE STORE WINDOWS . Each display is more beautiful and expensive than the one before . Vivian is also aware that she is getting odd looks . From PASSERBY 'S . Two beautiful dressed GIRLS her own age look at her , turn away and giggle . The uniformed GUARDS that stand at attention in front of many of the stores , stare at her suspiciously . Feeling more and more uncomfortable , Vivian comes to a posh woman 's boutique . She hesitates for a moment . She enters .

Vivian is no sooner in the door than she is subject to the disapproving stare of a SALESWOMAN standing behind the counter .Vivian tiptoes through the shop as if it was filled with delicate glass objects . She cautiously examines a dress . The Saleswoman quickly comes around the counter and approaches her .Vivian eyes the Saleswoman , puzzled at her tone . She examines a dress .Vivian 's body tenses as she stares at the Saleswoman .Vivian is speechless . She turns and stomps toward the door . She stops and spins around staring at the Saleswoman . Vivian flips her off . She throws the door open and storms outside . The Saleswoman calmly strolls back to her counter and returns to her place .

I do n't think we have anything for you here. You're obviously in the wrong place.

Vivian comes out onto the street and stands , lost . She takes a deep breath , trying to control herself . Two WOMEN , in elegant designer outfits , stroll by , eyeing Vivian as if she were a freak . Vivian suddenly feels naked . She turns and hurries away .

Vivian enters the lobby , upset , nervous and paranoid . She feels an emptiness in her stomach at the sight of all the luxury around her . She hurries toward the elevators . At the front desk , Mr. Thomas , once again spots her . He crosses the lobby and deftly cuts her off from the elevator .Vivian stops , practically shaking with terror .Vivian 's face is filled with confusion . She does n't know his name . The elevator doors open behind them . She spots the Operator .Mr. Thomas turns and eyes the Operator curiously . The Operator looks back at them innocently . With a smooth gesture Mr. Thomas waves the Operator over .The Operator nods .Mr. Thomas waves the Operator away .He takes Vivian gently but firmly by the arm and leads her off .

Miss Vivian. things that go on in other hotels do n't happen at the Regent Beverly Wilshire.

Mr. Harris, however, is a very special customer. And we like to think of our special customers as friends. As a customer, we would expect Mr. Harris to sign in any additional guests. But as a friend, we're willing to overlook it, I'm assuming you're a. relative?

Of course. Naturally when Mr. Harris leaves, I wo n't see you in this hotel again.

I would also encourage you to dress in a more appropriate manner.

Bridget, hello, this is Barnard Thomas over at the Regent Beverly Wilshire. Well, thank you, that's flattering. I'd like to ask a favor of you. I'm going to send someone over. Her name is Vivian. She's a guest of ours. A very special guest.

She's from out of town and she needs a little help in dressing. Perhaps you could help her out. Thank you very much. She'll be right over.

There you are. If you have any other problems, come ask for me personally. I'm Mr. Thomas.

In fifteen minutes I can teach you everything you need to know to dine with the Queen. First, as you pick up the knife you shift your fork to the left hand.

Actually, some of the richest people I know have the worst manners. Of course, Mr. Harris, being of old money, knows his way around a table. All right now, pay attention please. Salad fork.

Miss Vivian. there's a salon here in the hotel. Instead of worrying unnecessarily about table manners, why do n't you just have your hair done instead?

Mr. Harris, a guest of yours, is a guest of ours and shall be treated accordingly. The young lady asked me to tell you that she is waiting for you in the lounge.

Barnard Thomas here. Miss Vivian, I wonder if you might come down to the front desk. There's someone here to see you.

I'd send them up, but sadly, I do n't trust the young lady to find you on her own.

John, call a limousine for our guest, please. Have it take her anywhere she wishes to go. Bill the hotel.

In a richly furnished office , Mr. Thomas places Vivian in a comfortable chair and then leans against the edge of his desk .Vivian says nothing .Vivian finds herself nodding .Vivian bites her lower lip , nods .Vivian 's face screws up as she tries hard not to cry .She ca n't help it , the tears come . Vivian pulls out the money Edward gave her . She drops it on the desk . It 's a moist - looking wad now .She ca n't go on . Mr. Thomas politely glances at the money . He unfolds it , smoothes it and hands it back to her . He sighs . He picks up the phone . He dials .Vivian is staring at him .He glances at Vivian . With those simple words , he 'd made her feel better .He sets the phone down and smiles patronizingly at Vivian .She smiles mischievously .

Edward , Vance , Stuckey and Jake walk toward the building 's edge . They look out over the empty shipyard as Vance describes it .Edward points toward one of the edges of the shipyard .Vance pulls out a notebook .Vance has found what he was looking for in his notebook .He turns away . The other follow Edward back toward the stairs .

The real estate possibilities are endless. Most of the yard we'll just level. I talked to a couple of developers, under the table, of course, and they said -

Mr. Kross is just getting off the phone with his stock broker. It's finished. You've won.

The elevator opens and Vivian walks out and surveys the room nervously . She walks toward the women 's clothing section . BRIDGET , a large friendly woman , spots her and quickly approaches .Vivian nods .She steps back , regards Vivian with a professional eye .Bridget leads Vivian towards the racks of clothes . She pulls out a dress .

No wonder. For starts, you should know that hot pants are horrid, even when you do have the legs to carry them off. What are your plans while you're in town?

You'll want a cocktail dress then. Turn. You have a beautiful figure. A little too out in the open but simply lovely. Size six? Do you need shoes?

Mr. Thomas is behind the desk . He looks up . Vivian is standing there , a happy look on her face . She holds up a garment bag .Mr. Thomas tries not to wince at the familiarity .She smiles at him . He watches as Vivian turns and walks toward the elevator . The provocative way her hips move just naturally attracts the attention of a MALE PASSERBY . And the white gloved ELEVATOR MAN literally leaps to press the elevator button for Vivian who rewards him with a happy smile . Mr. Thomas sighs .

The phone is ringing Vivian enters . She hurries to pick it up .The phone keeps ringing - it has more than one line . Vivian frantically punches buttons .

Edward is in a private office .Vivian slowly sets the phone down . The phone rings again . Vivian , very carefully , punches the flashing button and picks it up .Edward hangs up . He smiles to himself . Vivian bites her fingernails , looking nervous . The doorbell RINGS . Vivian looks up , startled . She rises , moves to answer it . It 's the Spanish MAID . She nods politely at Vivian .The Maid points to her hotel badge , trying to explain .The Maid enters .

Housekeeping. I come to turn down the bed. 5:00, I turn down the bed.

Mr. Thomas is still behind the desk , working when a soft voice startles him .He looks up . He sighs . Vivian still has n't changed .She turns away .Vivian turns abruptly back , a horrified look on her face .

CLOSE ANGLE - PLACESETTING An elegant formal placesetting complete with a myriad of different size forks , spoons , stacked china plates and crystal glassware . ANGLE ON MR. THOMAS AND VIVIAN sit across from one another at a fully set table .Mr. Thomas swallows his exasperation . WE PULL BACK from their table to reveal the cavernous , empty banquets room , each table is set and ready for the dinner service .

Vivian sits in a salon chair . The last customer , THANE , a young man of about twenty with his long hair pulled back in a pony tail , tilts her head one way and then another , eyeing her professionally .

Edward enters and looks around the lobby . No Vivian . Annoyed . Edward crosses to a house phone and picks it up . He 's about to dial when :Edward looks at him blankly .Edward 's eyes narrow . He hangs up the phone .Mr. Thomas looks uncomfortable .He starts towards the lounge .His tone stops Edward in his tracks .And off he goes , leaving Edward to wonder what the hell transpired during the afternoon .

Edward enters the lounge . He looks around , not seeing Vivian . And suddenly his eyes go back to . the beautiful girl with the beautifully styled hair in the beautiful black cocktail dress at the piano bar . Edward tries to hide his surprise as Vivian rises , moves elegantly towards him . She smiles .Such a beautiful woman deserves an apology and so , without thinking :She waits expectantly . He holds out an arm . She takes it .

Vivian comes out of the ladies room . She walks forward past the MAITRE 'D 'S station . She stops . She takes a breath . and then walks forward .

Vivian moves down a marble starircase , through the elegant restaurant toward a far table . Her beauty and natural grace draw approving stares . She is like a queen moving through a ballroom . At a secluded table , Edward sits in conversation with two men . JAMES KROSS , in his early 70 's , a bulky self - made millionaire industrialist . Sitting next to him is his son and second in command , DAVID KROSS , a handsome man in his early thirties . All of them rise as Vivian comes to the table . David Kross holds out Vivian 's chair for her . Surprised , she nods her thanks . In front of her is an enormous placesetting . She smiles down at the utensils , filled with confidence . Waiters have placed a delicate salad down in front of each of them . Vivian proudly reaches for her salad fork . But then she sees that Kross has picked up the fork closest to his plate and is digging into his salad with that . Vivian looks to see what Edward will do . He does n't seem interested in eating yet . Neither does David Kross . Feeling a sudden panic , Vivian puts her fork down .A moment . The abruptness of the question takes Edward back for a moment . But then he almost smiles .Kross and David look at each other .Edward , thankfully , now reaches for his salad fork and begins to eat . Relieved , Vivian picks up hers . They all eat for a moment .WAITERS approach , some to clear the salad plates , some to put down the next course . Vivian , thinking she 's got to finish , quickly stuffs her mouth with the rest of her salad . She is reluctant to let the Waiter take her fork .Vivian can see that both father and son are stunned by this news .Escargot are put down in front of everyone . Vivian stares at them dubiously . She picks up what she assumes is the next `` right '' fork . She picks up a snail . The two do not fit . Flustered , she does n't know what to do . No one else seems to be eating . And now a Waiter comes and places escargot forks at each place . Vivian picks it up with a sigh of relief .Vivian stares at them , horrified . She , like James and David Kross , no longer seem interested in eating . Edward eats with pleasure .Vivian struggles with her escargot .Vivian suddenly ZINGS her snail across the table . Everyone looks to her .Kross rises .He rises . He exits .Edward is silent .David looks at Vivian as if seeing her for the first time .David Kross gets up and leaves . Vivian and Edward sit in silence .Edward says nothing . But Vivian can see she 's hit a nerve .A Waiter appears at the table .

So young man, I understand you are trying to take over my company.

Mr. Harris, we know you've purchased at least twenty percent of our stock. We also know you plan to file a formal bid for a majority share.

Mr. Harris, I built Kross Enterprises myself. I know every man who ever worked there by his first name. I know their wives. and their children. If your intention is to take over my company and turn it into a glorified real estate deal, think again.

We're on the verge of closing a large navy contract. Double is ridiculous but we can assure you a healthy profit on your shares. We would give you a promissory note.

I know all about you, Mr. Harris. When you buy companies, they have a way of disappearing. Even the pension funds are stripped clean. The last three companies you took over were cut up in so many pieces, widows were left without their retirement checks.

I do n't question the legality of what you do. It's your morality that makes me sick. I will not allow my company to be raped by a man like you.

Deal with this, David, you know where we stand. I need to go someplace and puke.

Men like my father built this country. He was no saint. He screwed people. But for every guy he stepped on, he gave a hundred a good job.

I do n't think so. You should know we're going to fight you with every resource we have.

Not bad for a man who has n't slept in four nights. I'll get used to it.

Yes. I'm here to tell you that I've reconsidered my position on your acquisition offer.

Of course, yes. After the expected filing period is over, I'm going to recommend to the board that we accept your bid.

I'll see you on one condition. I'm not so concerned for me but the people who have worked for me.

He's young. He has n't learned how to lose gracefully yet. I'll sign your papers. And I'll answer your questions. Whatever you want.

You'd be initiating a financial battle you'd ultimately lose, Mr. Harris.

Let's not talk about it, it's too depressing. Come on, I'll show you Thunder.

I see. Well. Maybe that means you'd have lunch with me sometime then.

I'd like to find out. You do n't know anything about me either. That's why people have lunch.

Dad, excuse me, but that's inappropriate. You're under no obligation to answer any questions at all.

If he throws himself on your sword, you promise to take care of him and his family, huh?

Edward 's face is pensive and thoughtful as he stares out of the glass window down at the city lights . He quickly drains his champagne glass . Vivian moves to stand next to him . She refills his glass from the bottle .He drinks . Silence .Edward laughs .Vivian comes up behind him . She begins to rub his shoulders .A moment . Edward is silent . Turns him , unknots his tie , unbuttons his collar .Smiling , she softly kisses his throat .She kissed his neck . She fumbles with his belt .She kisses his chest .She starts to kneel down . He stops her . They stare at one another for a moment . He releases her . She smiles . She starts to undress him .

Vivian is asleep . She turns over , slowly waking . Her hand goes out to touch Edward and encounters nothing but empty bed . Vivian comes awake with a sudden start . She look around momentarily frightened , not sure where she is . Sighing with relief , she lies back down . She sees Edward 's American Express card on the pillow next to her .Edward comes out of the bathroom and moves toward the bed . He is tying his tie . Vivian sits up and ties it for him . He smiles at her .Edward sits on the bed .He softly touches her , right between the eyes .Edward looks at his watch . Vivian covers it with her hand .

A beautiful , chic women 's shop . The haughty SALESGIRL approaches Vivian near a rack of dresses . Edward hovers in the b.g.The Salesgirl looks Vivian up and down . A Pause . Vivian gives her `` the stare '' and straightens up . We see the Salesgirl 's reaction change .Vivian smiles and draws out Edward 's American Express card . The Salesgirl nods and quickly moves to a rack of dresses to find Vivian 's size .

Vivian tries on different clothes under Edward and the Salesgirl 's supervision . Vivian comes happily out of the dressing room wearing a low cut , spangled and fringed outfit . Edward shakes his hand . The Salesgirl holds a classic tweed ensemble over Vivian 's outfit . Vivian scowls .

The Salesgirl shows Edward clothes by Ann Taylor . He turns to find Vivian happily holding up a tiny , low cut leather dress . Edward shakes his head in mock disapproval . Vivian scowls .

Vivian is wearing an elegant pastel dress . Edward is standing at the store 's bar , watching and talking on the telephone .

Stuckey and Vance are pouring over stock reports , talking to Edward on the speaker phone .Edward is watching Vivian . She pulls the hem of her skirt up to mid thigh . She looks hopefully over to Edward . Edward shakes his head .There is a sudden hesitation in Edward 's eyes . He watches as Vivian tries on a hat . She preens for him . He smiles .Edward hangs up and takes a long look at Vivian . She moves to him .Vivian hugs him again .

Vivian walks along Rodeo Drive . She looks lovely in the pink dress and new , white shoes . A pretty , white hat is the final touch . She carries a bag containing her old clothes . She stops at a trashcan and ceremonially throws the offending items away .

We SEES Vivian in each department within the store with different SALESPEOPLE . She happily and confidently tries on a variety of dresses , hats , shoes , accesarries , etc. 1 -RRB- Vivian is in a dressing stall . She tosses a dress out to a waiting SALESWOMAN .2 -RRB- A SALESWOMAN holds a long , purple evening gown .3 -RRB- Vivian is admiring a pair of beautiful suede dress pumps . Her attention is drawn to the SALESMEN 'S exotic hand - painted tie .4 -RRB- Vivian stands in front of an enormous tie rack with the Salesman , a dozen wild , swirling designed ties are hanging over his outstretched arm . Vivian picks out the brightest one and smiles .

Vivian 's arms are filled with clothing boxes and bags . She feels like she owns the block . A well - dressed MAN passes by , smiling politely . Vivian 's nose lifts as she happily ignores him . Suddenly Vivian stops . She 's about to pass the shop she was thrown out of . Vivian takes a breath and enters the shop .

Vivian enters . The moment she steps through the door , Vivian 's courage leaves her . The saleswoman is waiting on a CUSTOMER .Vivian musters her courage . She takes a deep breath and starts forward .Both the saleswoman and her customer look up . The saleswoman smiles pleasantly .Vivian slowly raises her middle finger . The recognition starts to dawn in the saleswoman 's eyes . Vivian 's courage begins to return .And with that , Vivian turns and walks out . The saleswoman is stunned . A beat . The customer thrusts the dress into the saleswoman 's arm as if offended by Vivian 's speech and leaves the store also .

Mr. Thomas looks up from the desk . And stares . Vivian and a BELLHOP stroll through the hotel entrance and across the hotel lobby to the elevator . The bellhop 's arms are packed with boxes and shopping bags . Mr. Thomas ca n't help it . He smiles to himself .

Vivian opens the front door for the Bellhop who carries in her packages . She motions for him to place them on the couch . He does . Vivian happily tips him with a five dollar bill . He exits . The door closes .Vivian does a giddy spin and falls onto the couch .

Stuckey enters . Edward is standing at the end of a long meeting table . He is serving himself coffee from a tray .Edward just sips his coffee .Edward is silent . Stuckey is again surprised .Edward hesitates . Then :

Edward enters . He closes the door . He turns . And stops . A beautiful , candlelit , food laden table has been set up in the middle of the room . Champagne and wine chills in a bucket . A fire burns in the fireplace . Music is playing .Edward turns . And stares again . Vivian stands in the bedroom doorway . She is wearing an exquisite silk dressing gown . She looks incredibly beautiful .She opens the dressing gown . What she has on underneath is absolutely nothing . Edward crosses to her . Taking her in his arms , he lifts her up and kisses her breasts .

The bathroom is lit by candles . Vivian and Edward are in the marble tub . Vivian sits behind Edward . She lazily washes his shoulders and back with a large sponge .Silence .Vivian softly traces small patterns on Edward 's shoulders with a finger .She gently rests her head on his back .

PANNING BELLIES People are sunbathing by the pool . Overweight . lobster red . old and stretch - marked . fishy white . and then gorgeous . The gorgeous is Vivian . She is wearing a miniscule bikini and sunglasses .She looks up . A young WAITER , looking a little dry - mouthed at the sight of her , is holding a telephone .She hangs up . She looks at the Waiter , confused .

Horses and riders crash and careen on the playing field . An enthusiastic crowd cheers . DOWN OFF THE EDGE OF THE FIELD a tailgate party using Cadillacs and Rolls Royces is in progress . Horses and riders thunder by a crowd of very well - dressed , successful - looking people - celebrities , execs , socialites , aficionados - most of whom ignore the game . They are there to see and be seen much more than to watch a polo match .

Vivian and Edward make their way towards the party . Edward is wearing his new tie . Vivian is looking very chic and beautiful in one of her new outfits . Not that it 's helping - the place , the people , the wealth - everything here suddenly has her overwhelmed . She suddenly stops .A VOICE calls out .They turn . William Stuckey is with a group of people . He waves them over .Edward takes Vivian 's arm and leads her forward .

Stuckey grins and shakes Edward 's hand .Vivian dislikes this guy on sight . Dislikes the frosty looking woman at his side .Elizabeth Stuckey stretches her thin lips in a cold smile .He moves quickly away .She moves to greet someone else . Vivian and Edward survey the milling CROWD .

A goal is scored . IN A SERIES OF CUTS Edward watches and guides her , Vivian sips champagne and meets and chats and wins over different PEOPLE .

Of course, a figure like yours can wear anything. You must work out constantly.

You look awfully familiar, Vivian. Have n't we run into one another at the spa in La Costa?

Edward and Elizabeth Stuckey watch Vivian laugh and chat with a group of WOMEN .Edward smiles enigmatically . Taking an hors d'oeuvres off a passing WAITERS 's tray , he starts forward .

That makes Vivian think . And then she smiles as she sees Edward approaching . Vivian moves to him .

We're good together. He has to admit it. I've been just what he wants me to be. I say the right things, I know the right people, I give wonderful parties. No question, no arguments, no embarrassments. It works for both of us.

IN A SERIES OF SHOTS TO MUSIC The CROWD engages in sod stomping . They drink champagne . They make a dance out of it . They laugh . Shoes get stuck in the mud . It 's ludicrous - these people in their suits and fancy clothes , replacing divots and stepping over the horse shit . In a corner of the field , grazing horses stare , seemingly in disbelief . Vivian is having a wonderful time . And then , as she moves towards the outside of the crowd she sees someone staring at her from over among some of the riders and grazing horses . David Kross smiles at Vivian . She hesitates . and then she crosses towards him .

They approach the sweating mount . David Kross caresses the horses muzzle .To Vivian 's surprise , the question causes a pang inside .Vivian is suddenly silent . She looks away .But something holds Vivian back , a feeling .

William Stuckey turns . stops . stares . He sees Vivian and David Kross standing together . He stares , his mind racing , and anxious , angry look on his face .

Stuckey has Edward off to the side . He is talking to him in a low , earnest voice .Edward 's eyes narrow .

Vivian turns away from the bar , now holding two glasses of champagne . She scans the crowd for Edward .

as she hear loud sudden LAUGHTER . She turns . She sees that it 's Stuckey laughing . Smiling , Vivian starts towards them with two glasses of champagne .

Edward sees Vivian coming .Edward turns . He smiles gently as Vivian quietly approaches and hands him his glass of champagne . A group of BUSINESSMEN are standing a short distance away . One of them calls out :He moves to join the group of men . Stuckey gives Vivian a broad smile .Vivian looks as if she 's been struck .Stuckey runs his hand up her arm .He moves away . Vivian turns . Edward looks up from his conversation , sees her looking at him . He smiles , raises his glass in a small toast . A moment . Vivian toasts him back .

They enter . Edward switches on a light . Vivian comes down the steps into the room . Edward follows after her .As Edward touches her shoulder , Vivian suddenly spins and explodes with anger .Tears well in Vivian 's eyes as she yells at him .Edward looks guiltily away .A tear falls from Vivian 's eyes .Vivian stands quietly for a moment . And then she turns and walks into the bedroom .

Vivian starts roughly picking up her clothes in the dim light of the bedroom . As she does she starts crying . With each item of clothing the tears come down harder . Edward appears at the doorway . His face is genuinely concerned .Vivian lets the clothes fall from her arms . Sobbing , she stands limply .Edward goes to her and wraps his arms around her shoulders . She touches his hand . He sits on the bed . He pulls her to him and wraps his arms around her , holds her tight .

Edward , carrying a briefcase , moves jauntily down a long hallway . Stuckey trails after him .Stuckey stops . He calls after Edward .Edward hurries on .

Edward smiles , moving jauntily to the elevators . Mr. Thomas at the front desk notices Edward 's happy mood .Edward 's attention is taken by the glittering jewelry display in the hotel jewelry store window . He detours from the elevators and moves to the window for a closer look . He thinks a moment and enters the jewelry store .

Vivian comes out of the bedroom into the living room wearing an elegant red sequined evening dress . She looks incredibly beautiful . She sees the phone . A thought occurs to her and going to it , she picks it up . Waits .No answer . She hears someone at the door . She hangs up . Edward enters . He is carrying a small case . He stops at the sight of Vivian .He holds up the small case .Vivian 's jaw drops . Edward is holding a diamond and ruby necklace in his hands , holds it as if it might melt if he breathed too hard . Edward behind Vivian , fastens the necklace around her neck .He leads her to a mirror . She stares at her reflection .EDT . BURBANK AIRPORT - DAY A limo pulls onto the tarmac at Burbank Airport . A PILOT in a leather jacket and sunglasses hurries forward to open the limo door . Edward - now wearing evening clothes - and Vivian climbs out of the limo .Taking her arm , Edward leads her across the tarmac .Up ahead is a waiting private jet , its engines already HUMMING . She is speechless . Edward grins , loving the look on her face .

Edward and Vivian are alone in the passenger lounge of the jet . Vivian ca n't believe the cabin . It is a comfortable room featuring a long couch that curves across two walls , built in bar , television and stereo . Edward is once again , going over papers .Vivian fluffs her hair up . She makes a happy , excited growling sound - Rrrrr ! A wicked gleam comes to her eye . She walks over to Edward and stands in front of him . He looks up . She parts the thigh high slit in her gown to expose silken quarters . She begins to unfasten the garters one at a time .Edward watches silk stockings slide down Vivian 's lovely legs .She reaches out and gently caresses Edward 's face . Edward sets down his papers .

The setting sun casts an incredibly glow over the city and the coast .

Vivian is at the window , looking out . She carefully puts her earrings back on . She stares , mesmerized by the skyline , the golden gate bridge in the distance . She turns . Edward is buttoning his shirt . He is silent .A moment . Vivian shrugs .Silence . Vivian stares out the window .Edward moves close to Vivian and putting an arm around her shoulders , stares with her out at the view . Vivian rests her head against him .

An airport limo pulls to a stop in front of the San Francisco Opera House . The DRIVER walks around back and opens the passenger door . Edward emerges and helps Vivian out .

Edward puts his hand on Vivian 's elbow as they walk through the elegant lobby .Vivian is wide eyed as they walk past a beautifully lit fountain with several graceful statues in its center . Everywhere she looks she sees elegantly dressed WOMEN and prosperous looking MEN . It makes her nervous . Without realizing it , she raises a protective hand up to her necklace . She looks as if she suspects someone is going to step up and steal it .Vivian reluctantly lowers her hands .

A crowd of PEOPLE mill around the lobby , heading toward their seats . Vivian is aware of the looks she draws as she passes - curious , even envious looks from the WOMEN , appreciative glances from the MEN . Her hands again rises nervously to her necklace .Vivian gives him a grateful look . Relaxing , she lowers her hand from the necklace . With a flourish , he offers his arm . She takes it . They start forward .

Edward and Vivian take their seats in a box high above the stage .The lights dim .The orchestra begins to play . Vivian 's eyes focus intensely on the stage , as if a new world is about to be revealed to her .

IN A MONTAGE OF IMAGES AND MUSIC - LA BOHEME is performed . The lights from the stage dance across Vivian 's face . Edward leans over to translate the tenor 's aria .The MUSIC ebbs and swells . The sets and costumes change . The story continues . Edward again leans close to Vivian .Vivian raises a hand and gently covers Edward 's mouth . Her eyes are fixed on the stage . She does n't need his help . The emotions building inside Vivian swell as the music is reaching its tragic climax . Her lips tremble . Her eyes fill with tears . Edward glances at her . He studies her a long moment , watching the emotions play unashamedly across her face . Strangely moved , he takes Vivian 's hand . As the opera ends , they are both swept away by it .

As the lights come up , Vivian wipes off her tear - ruined mascara . She sighs , happy . The WOMEN in the next box smile at her .Edward smiles at the now shocked looking Older Woman and he and the still misty Vivian exit .

Edward and Vivian sit side by side .Vivian looks at him a moment . And then , leaning slowly forward she kisses him gently on the mouth . He looks at her surprise . He puts his arms around her and kisses her back . It is the first time they 've kissed and they make it very special .

IN A SERIES OF CROSS FADES Edward and Vivian make love . Equally giving , equally taking . No masks , no shields .

In the darkened bedroom , Edward and Vivian lie together . Edward cradles Vivian . Her back rests against his chest . His arm is over her body . She takes Edward 's hand in her hands and carefully examines it ; marveling at the fingers , the tiny hairs on the back . She gently kisses the palm .She clutches Edward 's hand tightly to her breast . She closes her eyes , ready to sleep now .

His eyes open . Vivian 's whispered endearment has filled with him with sudden confusion and uncertainty . He stares into the dark , wondering what to do with the woman in his arms .

The phone rings . Edward immediately reaches out and picks it up . He is dressed in a robe . Breakfast is on the umbrella 'd table in front of him .

Stuckey , not even dressed yet , paces around his desk .Edward hangs up . His mind seems on other things . He rises .

Vivian is still asleep . She is face down on the bed , the sheets just covering her to her waist . Edward stares down at her . He gently reaches out and runs a finger down the soft line of her spine . Vivian murmurs contentedly .Edward smiles at her softly . And then :

Vivian is wearing her yellow dress . She stares at herself in the bedroom mirror . Her hair . her make - up . she realizes how different she is now , realizes that she likes it . Edward comes out of the bathroom . He crosses to the closet for a tie .She comes over , starts to tie his tie for him . He is very aware of the closeness of her . She smiles at him . He smiles ; puts his hand on her stopping her for a moment . Looking up , she sees that he is serious now ; no more jokes . He releases her hand .Vivian says nothing .Vivian is silent .Vivian sighs , letting something go inside . Finished with his tie , she turns away .She is silent .She finished his tie .The doorbell suddenly rings in the living room .

Edward enters the living room . Vivian slowly enters behind him . Edward opens the front door . Mr. Kross slowly enters . He looks very old and tired ; so much so that Edward has to mask his surprise .An angry , reluctant looking David Kross is behind his father . Stuckey brings up the rear . Edward and David give one another perfunctory nod . Stuckey smugly winks at Edward . Edward closes the door and leads them all down the stairs . Vivian is very troubled at Kross 's appearance . He gently nods at Vivian .Kross has to fight down his humiliation at Stuckey 's tone . He turns to Edward .Stuckey glances triumphantly at Edward . He is surprised to see that there does n't seem to be any victory in Edward 's face . Edward is silent . Kross interprets his silence as second thoughts .Vivian is disturbed watching this tired looking man .Kross ignores Stuckey . He looks to Edward . Edward slowly nods .Kross nods tiredly . His voice is very soft .Vivian abruptly turns and disappears into the bedroom , obviously upset . The men all watch her go . Edward hesitates . He turns to Kross :He heads to the bedroom .

Vivian is sitting on the bed , on the phone .She hangs up as Edward comes in .Silence .

Edward enters the living room . The men look at him expectantly .He heads for the door .

Vivian stands at the railing , unhappily looking out at the city beyond . The phone RINGS . She turns and hurries inside .

Mr. Thomas is standing behind the front desk , a rather strained expression on his face .A hand reaches out and wrenches the phone away from Mr. Thomas . Kit , heavy make - up , skimpy outfit , chewing gum , cigarette and all , keeps her voice just below a bellow .

Kit finishes slurping on a big , frosty ice cream soda . She smacks her lips like a happy , little girl . Vivian is n't having anything .An OLDER COUPLE walk past the table . They stare at Kit .Horrified , the elderly couple hurry away .Vivian is silent , then .Vivian is silent again .Vivian nods . Her face is filled with confusion .

Edward stands at the window looking out . There is something about his somber demeanor that both reflects the look we 've just seen on Vivian and suggests the way we saw him at the top of the story . Jake enters , a pile of papers under his arm . He begins laying them out on the conference table .Edward says nothing .He turns as Stuckey , James and David Kross , and Vance enter the room . They surround a conference table . Kross sits , the papers laid out in front of him . Stuckey hands Kross a pen . A SECRETARY lays out finger food . They wait for her to leave before they speak .Stuckey glances to Edward for help . Edward is silent ; indeed it 's as if something is twisting inside of him . Stuckey plunges ahead .David stares at him .He exits . A moment . Kross looks at Edward with a resigned smile .He sighs . He picks up the pen . He 's about to sign .Kross looks uncertain . He gropes for an answer .Surprise suddenly flares in Stuckey 's eyes .He exits from the room . Stuckey follows .

Edward is walking down the hall . Stuckey comes out of the office and calls after him .Edward silently goes into the elevators . The doors close .Stuckey heads back to the conference room .

Edward comes out of the building . His Chauffeur leaps to open the limo door .He sets off across Century Park East .

Vivian is in the living room , pacing , edgy , the doorbell rings . She turns . It rings again . She opens it . Stuckey is standing outside with a small briefcase . He looks agitated . He tries to hide it .Vivian just stares at him .Stuckey walks past her and down the steps into the living room .There is a bar set up . Stuckey sets his briefcase down . He crosses to the bar .He pours liquor in a glass . He fires it down . It seems to calm him a bit .Stuckey glares at Vivian .He looks at her a moment .He grabs her wrist .He tries to kiss her and pulls her down on the couch on top of him .She bites his hand . Stuckey slaps her . Vivian starts flailing back . But Stuckey is too strong . Vivian staggers back at the force of another slap . Stuckey slams her up against a wall and starts rubbing up against her .He tries to kiss her again .And suddenly a HAND lands on Stuckey 's shoulder . Stuckey turns his head , startled .

Stuckey falls on the ground . Edward rushes forward , berserk with rage , to hit Stuckey again . His fist hits the top of Stuckey 's head , hurting Edward 's hand more than Stuckey 's skull . Vivian rushes out of room to bathroom . Again Stuckey tries to rise . Edward kicks him in the butt , sends him headfirst into the bar . Glasses and bottles CRASH to the floor . Stuckey again tries to rise . And collapses . Edward rubs his fist . They 're not used to this violence and both stare at each other panting .Edward pushes Stuckey out the door and throws his briefcase after him .Edward slams the door in his face . Edward stands there , reflecting on what he 's done .

Edward holds an icepack to Vivian 's cheek .Vivian looks at him .Edward looks on the bed at her suitcases .A moment . Edward reaches for his wallet . He counts out bills . He places them in Vivian 's suitcase . He puts his arms around Vivian .Edward is silent .

Vivian comes out of the elevators . A BELLMAN sees her and springs forward , reaching for her bags .Vivian sees Mr. Thomas behind the front desk .The bellman moves away . Vivian walks to the front desk .Vivian smiles softly at him . She turns and walks for the door .

The LIMO DRIVER pushes the button that rolls down the screen between back and front seats .

The limo pulls to a stop in front of a rundown apartment building on a dirty Hollywood side street . The Limo Driver , a large Latino man , steps out of the car and walks around to the passenger door . As he does , he surveys the surroundings uncomfortably . Ths is rough neighborhood . He opens the door . Vivian steps out .Several PEOPLE pass . All of them stare at the car , at the driver , at Vivian in her lovely clothes .The driver , confused , watches her hurry up the steps to the apartment building . He drives off .

Maybe I should go with you. This does n't look like a good place for a lady to be alone.

Vivian walks toward her apartment . The Landlord is sitting at the front desk in a dirty undershirt .Vivian lowers her sunglasses .She keeps walking .

Edward stands at the penthouse window , looking out . He is dressed now , ready for travel . There is something about his expression , his somber demeanor that suggests the way we saw him at the very top of the story . A BELLMAN enters from the bedroom , rolling a luggage loaded dolly along in front of him .The Bellman exits , closing the door behind him . The phone rings . Edward crosses to it , picks it up . The Maid comes in , looks around .

Edward with the Bellhop heads to the front door . He 's leaving .

Vivian , looking fresh scrubbed without make - up , is wearing clean jeans , a nice looking shirt and a suit jacket . Her bureau 's are open . She is packing . Kit is watching . She takes the photo of her and Kit dressed up hot in hooker clothes and packs it .They both laugh but too hard .Taking them , she sits on the bed and puts them on .They laugh together .They hug .Kit begins backing out of the room .Kit turns and hurries out of the apartment .

Kit enters , sits at the counter .A very young GIRL is sitting just down the counter from Kit . Kit nods at her .She passes the girl down the pack . She strikes a match , lights her cigarette for her . The girl inhales deep , lets it out with a sigh . She looks towards the window .Kit turns to look . KIT 'S P.O.V. - HOLLYWOOD BLVD. . Outside , across the street , Edward has accosted two PROSTITUTES ; one blonde , one a red haired black one .

Edward is still talking to the prostitutes .They shake their heads .They turn and walk away . Edward stands there , not knowing what to do next . He looks discouraged and lost .Edward quickly turns to find Kit staring at him . Kit smiles , triumphantly .She turns and starts away . She stops , turns back .Edward follows Kit .

What's wrong with us, man? Two for the price a one, what ya say?

Vivian sits on her bed , lost in thought . Her bags are packed , ready to go . With a sigh she rises . She picks up the bags , exits the room . Vivian stands in the dreary living room , looking at it , taking it all in for the last time . She suddenly looks more than a little bit frightened to be leaving . She musters resolve . She goes to the door , opens it and exits , closing it behind her . Silence . Vivian suddenly comes back in . She puts down her bags . She crosses to the kitchen where she takes coffee can/piggy bank from the shelf . She puts some more bills into it , places it back where Kit will find it . She turns and starts again for the door . She stops . She hears something . MUSIC . An aria from La Boheme . Faint . Seemingly coming from nowhere . She dismisses it - she 's hearing things . She opens the door . Stops . The music is louder and getting louder now - it 's not her imagination . She hurries over to the window .

Vivian comes out onto the fire escape . She stares in wonder . A snow white limo comes up the street . A necktie has been tied to the antennae like a knight 's token . The MUSIC from La Boheme is BLARING from the car 's stereo . Edward is standing on the car 's seat , his head and body up through the open sunroof . The wind blows at his hair . He is smiling . Everywhere on the street people are staring ; the BUMS , the PUSHERS , the PASSERBY 'S , the TOURISTS . Vivian does n't know whether to laugh or cry . The car comes to a stop in front of the Vivian 's building . Vivian 's landlord comes out the front door . His eyes go wide in disbelief . Edward disembarks from the limo by coming up through the sunroof . He leaps nimbly to the ground . He crosses to the entrance of the alleyway , looking up at Vivian on the fire escape .Edward wordlessly holds up a hand for her . With a sudden cry of joy , Vivian comes down the fire escape . She stops at the bottom stair . Edward comes forward and sweeps her into his arms . They kiss . He carries her to the limo as if she 's weightless . Her feet never touch the ground . The car door closes behind them . The limo drives away . The people of the street watch it go . THE END

I N. - GAME SHOW SET . - DAY BLACK AND WHITE FOOTAGE FROM 1978 MUSIC UP : A simple GAME SHOW SET -- one long desk-that houses four `` CELEBRITY PANELISTS , '' a small pulpit with attached microphone for the host , BUD COLLYER , who walks through the curtain to the delight of the audience . Bud bows and waves to the celebrities -- ORSON BEAN , KITTY CARLISLE , TOM POSTON , and PEGGY CASS .THE CURTAIN STARTS TO RISE BRIGHT LIGHTS SHINE on the faces of THREE MEN who walk toward center stage . All thre n wear identical AIRLINE PILOT UNIFORMS , each with m ; c ng blue blazers and caps . ( cont ' d ) Gentleman , please state your names .THE PILOT IN THE MIDDLE steps forward .THE THIRD PILOT does the same .Bud smiles , grabs a piece of paper .As Bud reads , the CAMERA SLOWLY PANS the faces of the threeWarm applause as the THREE MEN walk behind a desk that faces the pa They all sit down at exactly the same time .SLOWLY PUSH IN ON THE PILOT IN THE MIDDLE -- A thin smile across his lips as he faces the panel -- his manicured hands out in front of him on the desk -- his back ( CONTINUED ) straight in his chair -- his cap pulled slightly forward on his head -- the way pilots like to wear them .SUPER : MARSEILLE , FRANCE DECEMBER 25 , 1967 A heavy rain falls on CARL HANRATTY , 40 's , who wears a black hat and holds a black umbrella as he bangs on the window of a small GUARDHOUSE in front of a LARGE GATED PRISON . Carl is sneezing as he holds up an IDENTIFICATION CARD TO THE GUARD .

Hello, panel, and welcome everyone to another exciting day on `` To Tell The Truth.'' Let's get the show started.

My name is Frank Abagnale Jr, and some people consider me the worlds greatest imposter.

From 1964 to 1966 I successfully impersonated an airline pilot for Pan Am Airlines, and flew over two million miles for free. During that time I was also the Chief Resident Pediatrician at a Georgia hospital, the Assistant Attorney General for the state of Louisiana, and a Professor of American History at a prestigious University in France. By the time I was caught and sentenced to prison, I had cashed over six million dollars in fraudulent checks in 26 foreign countries and all fifty states, and I did it all before my 18th birthday. To this day, I am the only teenager ever to have been placed on the FBI' s most wanted list. My name is a Abagna l e Jr.

Okay, panel, you have ork cut out for you. Kitty Carl, you have the first question.

I served two years in France, and five years in Atlanta, Georgia.

Imposter number two, I find all this very fascinating. Who was it that finally caught you?

I have orders see a prisoner named Abagnale, t ake his statement and solicit a c n ^ n so I can prepare for tomorrow' tladition.

If I give you another twenty, will you turn up the heat in here?

Jesus, Frank, you look terrible. I heard about French prisons, but this is positively barbaric.

Do n't worry, Frank, you just have to make it through one more night. And then tomorrow I'll help you onto a plane, clean you up, and put you in a cell for the next twenty-five years.

Frank, what's happening? Damn it, just calm down! Somebody help me!!

Frank, this is Agent Amdursky and Agent Fox. They'll be helping with the extradition.

Just sit back and get table. We leave for the airpor nine hours.

You can call him when we get to New York? I apologize for the room -- it's the only place the agency could afford.

John Doe 2172 is a paperhanger who started on the East Coast. During the last few weeks 2172 has developed a new form of check fraud, which I'm calling `` the float''. Next slide.

What he's doing is opening checking accounts all over the country, then changing the micker ink routing numbers on the bottom of those checks.

This is a map of the 12 branches of the U.S. Federal Reserve. The optical scanners at the bank read the numbers on the bottom of a check -- then ship the ch eck to the corresponding branch.

The East Coast branches are numbered seven through twelve, the midwest four, five, and six...

Yes. And if you change a number one to a number nine -- a check cashed in New York wo n't be sent to the East Coast Reserve -- but will be re- routed all the way to California. The bank wo n't know the check has bounced for two weeks, which means

this guy can stay in one place -- rob the same banks over and over.

Let me ask you something, Amdursky. if you had so much fun working undercover, why did you transfer into bank fraud?

What about you, Mr. Fox? Did you fuck up in the field and get punished?

That's just great. I ask for backup, they drag the bottom of the Pacific.

Nobody is goin to blame you. The bank called u s. He's probably not the man we' re lo oking for.

Just be quiet and watch the front. And if you're good, I'll take you both for ice cream when we're finished.

Freeze! FBI! Do n't you move! Put your hands on your head or I'll shoot you!

Secret Service? What are you talking about? Keep your hands in the air.

I'm sorry. I got a little carried away. I did n't expect Secret Service on this.

Yeah, but I'm gon na get this one. The worst thi ng a paperhanger can do is show his face. I saw him, I heard his voice -- there's nothing for him to hide behind.

Fuck you. Do n't y u apolog ize to me. I'm the one that's gon na pu t you in jail.

You think you're gon na get me again, do n't you? You'd love for me to send twenty agents out on Christmas Eve to barge into that hotel, break down doors so you can make a fool out of me again?

Goddamn it, d o n' t you feel sorry for me. The tru th is, I knew it was you. Maybe I didn't pull the trigger, but I knew.

Then tell me something. How did you know I would n't look in the wallet?

The bank scanners read the micker ink before they read pen ink. So even though those deposit slips are filled out correctly, each person who made a deposit that day was actually putting money into his account.

Forty-six thousand, four hundred and' twelve dollars. It was the second largest bank robbery in the history of Las Vegas.

It does n't make any sense. A thirty- year-old has to register for the draft, which means his prints have to be here.

Maybe he's not thirty. Somebody call New York, get a list of juvenile runaways from the NYPD.

Of course, Ma'am. Do you have a current address for your ex-husband, Frank Abagnale?

Ma'am, you filed a police report last year for a juvenile runaway named Frank Abagnale, Jr.

He's in Atlan Sean! No, I'm not coming back t o W ashington. I'm going straight to Georgia and I'll meet the team there. Oh, shit, I'm out of dimes. Sean, wait, I'm out of dimes!

You know what I could never figure out, Frank? How you cheated on the bar exam in Louisiana.

You're right. It's a simple question. I'll figure it out eventually.

Director Marsh, Frank Abagnale is no longer forging checks. He's moved on to counterfeiting, making his own Pan Am expense checks from scratch. Next slide.

The amounts have increased to almost one thousand dollars per check, and the quality, as you can see, is virtually flawless.

Our latest estim ates is about three and a half million dollar s. He's now the most successful robber in the history of the Un ited St ates.

Sir, with your help I feel an arrest could come at any time. We believe he could be in New Orleans.

Fuck you. I' s itting here in my office on C hirstmas Eve, so just tell me what you want.

You've stolen four million dollars. t You think we're just gon na call it a wedding present? This is n't something you get to walk away from, Frank.

There is no truce. You will be caught, and you will go to prison. Where did you think this was going?

I'm close are n't I? You're scared because I'm getting close. How close am I?

I know this is all a bit scary, but I need you to tell me where Frank is going. A lot of people are looking for him out there, and the last thing we want is for Frank to get hurt. And I swear to you, Brenda, if you tell me where he's going -- I'll keep him safe.

We have to stop him before he leaves the country. I want everyone we have inside Miami International. He's used that airport before, he knows

In the last six months he's gone to Harvard and Berkeley -- I'm betting he can get a passport.

Frank, get out of the car! Put your hands on the hood! There's no place to run, so just make it easy on yourself!

Singapore. Australia. South America :' Egypt. He's also hit almost every major bank in Europe.

Nobody was called, Sir. The banks did n't know what was happening until last week. We think he's been on the run for five months.

They did n't c all because he's not forging -- and he's not counterfeiting. It's something else.

He's making real checks, Sir. These are so perfect, Pan Am cashed them all.

The last check was cashed in Paris a week ago. He'll stay there another week before he moves on. We have to go now, Sir, today!

English. Do you speak English? I'm an American FBI Agent. Hello? Shit!

Does anyone here speak French. I need someone who speaks French!

That's fine. Tell him I have a proposition for him. Tell him the FBI has a proposition for him.

Ask him if he'd like to catch the greatest bank robber the world has ever known.

When he gets to a new city he starts out slow, hitting the banks on the outskirts of town. At first it's small checks in small banks that pose little or no threat.

Then he starts moving in, circling the city like a mother hawk, picking off every little bank he can find -- slowly inching his way toward the center of the city.

There's always one ba nk that's bigger and richer than all the oth ers. This is what he came for, and he'll watch it for days. He'll know if they add a security-guard, or bring in a new teller. And if he sees anything out of place, a new cleaning man, a window shade that's up instead of down, he'll move on to the next one. That's the luxury of having the entire world as your mark.

He'll make his move right before lunch, when everyone's mind is on food and the lines are short. And he likes to stand out -- draw attention to himself.

They found him inside his car, the motor running, the garage door shut.

Look under every seat, in every bathroom. Check it all again, even the cockpit!

Vanessa. She lives in Chicago with her mother. I do n't see her much.

I'm on my way to t h e airport. I'm tracking a paper hanger who's working his way through Mi nnesota. This guy is driving us crazy.

This is a counterfeit from Great Lakes Savings and Loan. You can see that he's using a...

Tomorrow night I'm flying to Chicago to see my daughter. But I'll be back at work on Monday.

Did you know I was recruited by the FBI while I was still in law school? The government said I was the best the country had to offer, top of my class -- and they chased me until I said yes.

I spent four years arranging your release. I convinced the Attorney General of the United States that you would n't run.

You go back to E urope you'll die in Papigone. You try run here in the states and w e'll send you back to Atlanta for f ifty ye ars.

Please, Frank, you leave and I'm finished. I got you out, I convinced them to let you out.

I'm gon na let you fly tonight. I wo n't even try and stop you, because I know you'll be back on Monday.

Good morning. I've called this emergency briefing to discuss a check

fraud and counterfeiter who's been hitting banks all over Arizona.

At this time I'd like my point man on this to fill you in. Frank, are you ready to Ake over?

Carl is walking down a long corridor inside the prison , struggling to close his umbrella as he faces WARDEN GARREN and TWO GUARDS .Carl takes a roll of CASH out of h is p ocket , casually slips the money to the Warden .

Warden Garren is leading Carl down a small , isolated corridor just off the main floor . They pass CEMENT DOORS with metal SLIDE HOLES and numbers taped to the front . There are no bars or windows in this area , and complete silence . Garren stops at the last cell and opens the SLIDE HOLE .Garren walks off , and Carl immediately starts to smile , looking around for a long BEAT as he stares at the cell door . ( CONTINUED )Carl tries to control his excitement as he kneels down and looks through the metal slide hole .THROUGH THE HOLE

WE SEE FRANK ABAGNALE JR. , his face partially hidden in the dim cell , which gets its only light from a hanging bulb . Frank is lying on the cement floor , his back up against the far wall . He wears only a pair of underwear and clutches a torn blanket .WE HEAR a sound come fr om the cell , and then heavy coughing .INSIDE THE CELL CLOSE ON FRANK ABAGNALE JR. His face covered by a beard and matted black hair . Frank closes his eyes and starts to cough .OUTSIDE THE CELL Carl listens to Frank , who is coughing so hard he starts to choke .Carl looks through the s lide hole door , but can only see faint images of Frank rol the floor holding his THROAT-SMASH CUT

Why do you think I've been fighting to have you extradited. Why do you think I came to take you home? Do you know that 21 other countries want'you in their prisons? I saw the list -- Egypt was on there. Who the hell goes to Egypt to write bad checks?

Barry Allen 2172 took two red and fifty deposit slips from Nevada Savings and encoded his account number on the bottom of each one.

Listen up, class. My name is Mr. Abagnale and I'll be your substitute today. Would somebody please tell me where you left off in your text book?

When your mom hands you a note to miss school, you put it in your pocket. And if it was in his pocket, where's the crease?

This is a. 925 sterl ing silve r Waldmann ballpoint pen with a two- color twist action top. Just turn it like this -- the ink changes from black to blue. Nine dollars.

Your wife is sleeping with one of the guards. Just thought you should know.

The bank made a mistake, Andy, I'll write you a check right now! Please, it's midnight, I have no place to go.

My boss sent me to Brooklyn, then Queens, now he wants me in Long Island and I'm short train fare. It's my first week -- I do n't think I'm cut out to be a salesman.

You do me this favor, Ashley, and I'll give you this sterling silver Waldmann pen. It's German. What do you say?

Dear Dad... I've decided to become an airline pilot. I've applied at all

the big airlines, and have several promising interviews lined up.

I'm flying out to Paris in the morning. Okay if I write you a check for the room?

I was also Sao if you could cash a person al check for me. I've got a date wit h a c ute little hostess this evening.

I'm headed out to S pain this morning and I need a little s pending money.

Dear Dad. I have been accepted to Pan Am's flight school, and will be starting my training immediately. I am sending you a picture of me in my uniform, so that you can show it to mom, and let her know that I am a pilot for the greatest airline in the world.

I'm Frank Black from Monroe High School. I have a appoint ment with Mister Mulligan.

What does it mean when one pilot says to another pilot, `` what kind of equipment are you on?''

Do you think I could make a copy of this license to put in my report?

What about your I.D. badge? Do you have an extra one I could borrow?

Caribbean Air will be expanding our routes next year to include most of the East coast. I'm thinking we'll need several thousand badges.

My boss wanted me to bring back an actual I.D. badge, not a brochure.

Hello. I'm a Pan Am co-pilot and I'd like to fly on your two-thirty to Miami.

I want to tell you something, Marci. This is by far the best date I've ever been on.

Lucy, y name is Frank Williams, and I'm a co-pilot for Pan Am. I'd like

Automatic transim ission. She goes over a hundred miles an hour. It says it right on the speedometer.

No, I should probably get out to the airport. I'm flying the red eye tonight.

Dad, I'm serious about what I said. I can get you money -- whatever you need.

Relax, buddy, you're late. My name is Barry Allen, Secret Service. Our boy just tried to climb out the window -- my partner has him cuffed in the alley downstairs.

You think the FBI are the only ones tracking this guy. We've been following a paper trail for months, almost had him in New York. Would you mind taking that gun out of my face, it makes me nervous.

This is his typewriter. I'm gon na go lock it in my trunk. Do me a favor and guard his room for a minute.

And yell down to my partner in the alley -- tell him I'm on my way.

Tough luck, Carl. Five minutes earlier and you would have landed yourself a pretty good collar.

I've been trying to track you down for a couple of hours. Did you know that most people in the FBI have no idea who you are or what you do?

You were wearing a wedding ring in L.A.. I thought maybe you had a family?

The same reason the Yankees always win. Nobody can keep their eyes off the pinstripes.

I have to go. I'm catching a flight in two hours. Merry Christmas, Carl.

Dear Dad. I'm no longer an airline pilot for Pan Am. I'm now an FBI Agent working undercover for the

United States government. How are you? Please get in touch with Joanna Carlson at Monroe High School, and tell her that I wo n't be able to go to the Junior Prom with her.

This is a micker encodi ng m achine. It's what banks use to print numbers on checks. I collect them.

Thanks. Did you see my new phonograph system? It's reel-to-reel, the best sound system you can buy.

Some of those Manhattan Eag le suits were three hundred dollars. And those shoes are Stacy-Adams slip-ons.

Brenda, I would n't worr y about it. These Doctors do n't know everything.

I'll bet if I asked you to check the status of my friend, Lance Applebaum, you could do that in a second. He hurt his foot tonight.

I came to Atlanta to relax, to get away from my practice for a year. But to be honest, I'm a little bored out at River Bend.

Button your shirt, Burse Frances. I can see you bra strap. This is a hospital, not a sororit y.

Brenda, I want to go away with you. I'll take you anywhere you want to go.

Just name the place, and we can go. Africa, Egypt, it does n't matter.

We'll get y ou nurses uniform. Nobody will know the difference. I'll make the announcement tomorrow.

Just think about it, Brenda. You and I could run this hospital one day.

Brenda, it's okay. I do n't care about you being a virgin. I can wait.

Do you want me to talk to your parents? Maybe I could straighten things out.

What if you were engaged to a doctor, would that change anything?

What if I went to your parents, spoke to your father and asked his permission to marry you?

Two little mice fell in a bucket of cream. The first mouse gave up and drowned, but the second mouse struggled so hard that he churned that cream into butter -- and he walked out. Amen.

Before I went to medical school I passed the bar in California. I practiced law for a year, then decided to try my hand at pediatrics.

I'm going to prison for a long time, Carl? What's the difference?

I have four letters in my hand that were sent to the defendant's apartment, ea ch one warning him that his building to be sprayed with insecticide, and th at he should cover his belonging s. Your honor, ladies and gentleman of the jury, this is irrefutable evid enc e t h at the defendant is lying!

Okay. Reach your hand out and feel that. What do you think it is?

I agreed to speak at this medical conference six months ago. Your father understands.

We'll go out together and get you a suit. A new black suit. One of those Manhattan Eagle three button black pearls.

Dad, I'm getting married in two weeks- I'm buying a sixty thousand dollar house, a new Cadillac. I'm getting it all back, everything they took from us. I wa nt you and Mom to come to the wedd ing t ogether.

You have to ask her. You ha ve to fight for her. Promis e me you wo n't let her see you dressed like this.

Please, leave me alone, Carl. I do n't want to do it anymore. Do n't make me do it anymore-

We have to leave, Brenda. You love me, right? I mean, you would love me no matter what?

A name means n othing, right? My name is Frank Co nnors. That's who I am with you. We al l have secrets. Sometimes when I tr avel, I use the name Frank Williams. That's my secret.

It means nothing -- Frank Williams, Frank Black -- when I'm with you, I'm Frank Connors -- that's all that matters.

Brenda, I do n't want to lie anymore. I'm not a doctor. I never went to medical school.

And I'm not a lawyer or a Harvard graduate or a Lutheran. I ran away from home a year and a half ago when I was sixteen.

We'll go to Liverpool. We can live there, Brenda, you and I can live wherever we want. I have money, enough for the rest of our lives. But you're gon na have tru st me. Do you trust me? Do you 1ov e me?

No matter what. Even if I h ave to live in Liverpool, or I a different name -- you'll still lov e me?

But we'll never tell anyone the truth. You ca n't tell you parents.

No, we have to leave today. I'll pick you up at your parents house in two hours.

The name is Frank Taylor. I was born December 3, 1938, in Tampa.

This is Frank Taylor, and I'm letting all the universities in the area know that Pan Am will be initiating a new recruiting program this year. I'll be stopping by your campus tomorrow morning.

My name is Frank. My mother is Paula Lavalier. I was hoping to find my family.

My name is Frank Wagner, and I'll be teaching the Summer session of American History, the same course I taught at Yale last year. Why do n't you all open your books to chapter one, read quietly to yourselves.

Dear Dad. I'm re tired now, living a quiet life in a small village in France. I hope you are doin g well, and you're not mad at me for running away.

Yesterday was my 19th birthday, and when I blew out the candles I wished that we could all be together, the three of us living in our old house in New Rochelle.

Hello. I need to ca sh this. My wife and I are goi ng to N orway this afternoon.

Carl, you have to let me call my father when we land- I want to talk to him before he sees me on television.

who are they to think that? Who are they to say something like that?!

Every bank uses hand stamps for the dates. They get used over and over, so they're always worn down, and the numbers are always cracking -- the sixes and nines go first. Look at the date on that check -- the ink is worn flat, the nines and sixes are cracking -- that's the stamp of a teller, Carl. Looks like you got yourself an inside job.

Eastern flight 794 you are clear to taxi on runway two-zero-four. That's a big thank y ou, and goodbye, Newark. Ladies and gentle man, we are leveled off here at thirty five thousand feet. The sm oking sig gns have been turned off for those of you in a designated smoki ng row. My name is Captain Frank Will iams -- so just sit back, relax, an d enjoy the flight to Milan.

Carl, one of these days you should get yourself a new jacket. What is that material?

That is n't cashmere -- look at the lining. It's some kind of polyester. You should see my tailor in New York.

There's no perforated edge, which means this check was hand cut, not fed. The paper is double bonded, much too heavy for a check. The ink is raised against my fingers instead of flat.

This does n't smell like micker. It's' probably drafting ink, the kind you buy at a stationery store.

Why are you saying this, Carl? You caught me, is n't that enough? Why ca n't you lea ve me alone?

Tomorrow's Christmas Eve. Would it be okay if I went to work with you?

I'm not your kid. I'm not your son. I'm nothing to you. And you're nothing to me.

Two mice fell in a bucket of cream. The first mouse gave up and drowned, but the second mouse struggled so hard he churned that cream into butter and he crawled out.

Hello, Amanda, is the jump-seat open on the ten-thirty to N ew York?

John Doe 6116 is a pa perhanger who started in Phoenix, us ing what I call a double deposit forgery system. Next slide. What he's doing is opening two accounts at the same bank under two different names...

You want me to talk to someone? See if I can get us bumped to first class?

THE CELL DOOR IS THROWN OPEN Frank is being dragged across the floor by Warden Garren and a second GUARD , each holding an arm as they drag Frank 's emaciated six-foot frame through the halls . CARL HANRATTY jogs behind the guards .

A small , empty room with four empty hospital beds . Frank is lifted onto one of the beds , his legs and arms flailing out to the sides , kicking a thin curtain out from the wall .Garren and the Guard quickly move toward a sink , where they start to wash their hands .Suddenly Garren looks past Shaye -- eyeing the curtain that partially encloses Frank 's bed . Garren slowly moves toward the curtain , pushes it open . FRANK IS GONE CLOSE ON GARREN drawing his gun and sprinting out the open door of the infirmary , yelling in French for the Guard to follow . Carl Shaye stands motionless , staring down in horror at the empty bed .

The doctor comes in the morning. You ca n't just le t him die. I have orders from the Embassy! This man is going t tradited to the United State am holding you responsible if a' nt happens!

The prison ALARM has sent every prisoner to the front of their cells , where they see Frank stumbling through the prison -- ( CONTINUED ) a thin smile on his lips as he tries to move his starved legs toward the main door . As Frank makes his way past a row of cheering prisoners , he trips and falls , his body too weak to run as he starts to crawl across the prison floor . Carl and Garren easily catch up to him , Garren quickly kneeling down and holding his gun against Frank 's head -- cocking the weapon . Frank stops crawling , rolls over on his back and smiles up at CARL HANRATTY .

SUPER : NEW ROCHELLE . NEW JERSEY 1964 A smoke filled oak dining room packed with CLUB MEMBERS -- HUNDREDS OF MIDDLE AGED WHITE MEN wearing black suits and holding long cigars as they drink from brandy glasses . FRANK ABAGNALE , 15 , a BUCKLEY PRIVATE SCHOOL BLUE BLAZER AND WHITE PANT with his mother , PAULA , 33 , at a center table near themes Paula is a stunning blonde dressed in diamonds and and since she 's the only woman in the room -- she 's getti t of attention . CLUB PRESIDENT JACK WRIGHT takes rophone at the front of the stage .Applause all around as FRANK ABAGNALE SR. steps up to the MICROPHONE . He is handsome and impeccable groomed -- wearing a black suit and holding onto his plaque with two hands .Laughter from the men in the room as Frank continues .The men applaud as Frank Sr. smiles down at his wife and son , giving them a wink as he raises the plaque in the air .

The New Rochelle Rotary Club has a history that goes back to 1 919. In all those years, we have only inducted a handful of deserving men as lifetime members, an honor that has seen 57 names enshrined on the wall of honor. Tonight, we make it 58. So please stand, as I present my good friend, Frank William Abagnale.

I stand here today humbled by the presence of Mayor Allen, and our club President, Jack Wright. But most of all, I am honored to see my loving wife, Paula, and my son, Frank Jr., sitting in the front-row. I'm just a business man, a working stiff -- but tonight you have made me royalty. And for this, I am eternally grateful.

Two little mice fell in a bucket of cream. The first mouse quickly gave up and drowned, but the second mouse would n't quit. He struggled so hard,

that he eventually churned that cream into butter -- and crawled out. Gentleman, as of this moment, I am that second mouse.

You look more like your old man every day. Thanks for the sandwich, Paula. I'll see ya later.

Thank you, Frank. That's the President's pin. I'd be in big trouble if I lost that.

The people in that little French Village were so happy to see Americans, that they decided to put on a show for us.

So they cram two hundred soldiers into this tiny social hall, and the first person to walk on stage is your mother. And she starts to dance...

It had been months since we had even seen a woman, and here's this blonde angel on stage -- and the men are literally holding their breath. And I turned to my buddies, and I said..

Darcy, that's a pretty name. I'm in a bit of fix -- I need a suit for my kid. This is my son, Frank, he needs

a black suit. There was a death in the family, my father, eighty-five years old, a war hero, there's a funeral this afternoon -- a military funeral -- planes flying overhead, twenty-one gun salute. Frank needs to borrow a suit for a couple of hours.

Slide over. You're gon na take me to Chase Manhattan Bank. Just head up to seventy-second and Madison, pull up to the front and park next to the fire hydrant.

A little more gas -- now slip it into second. That's good, more clutch, now pull into this lane here -- slowly!

Do n't honk at us you son of a bitch -- I'm teaching my kid to drive! You're doing fine, Frank, just pick a lane and slip it into third -- about one- o'clock -- push it hard.

Okay. Stop grinning. When I get inside you go back to the front seat and wait. Even if a cop comes and writes you a ticket, you do n't move the car, understood?

No. It's because the other teams ca n't stop staring at those damn pinstripes.

Watch this, Frank. The manager of Chase Manhattan bank is about to open the door for your father.

That's just a misunderstanding. I hired the wrong guy to do my books, a mistake anyone could make. I would n't even consider that if I were you.

My store is a landmark in New Rochelle. I have customers all over New Jersey.

My bank went out of business. Banks like this put them out of business.

Now I know I made a mistake, I admit that. But these people want blood -- they want my store -- they've threatened to put me in jail. This is America, right, I'm not a criminal. I'm a medal of honor winner, a lifetime member of the New Rochelle Rotary Club. All I'm asking you to do is help me beat these guys.

We're not gon na eat pancakes for dinner on my son's sixteenth birthday.

I opened a checking account in your name. I put twenty-five dollars in the account so you can buy whatever you want. Do n't tell you mother.

Because one day you'll want something from these people -- a house, a car -- they have all the money. There's a hundred check h ere, Frank, which means from this day on -- you're in thier little club.

You're not suspending anyone. if you go after my son I'll go before the school board and ask them who's minding the st or e at Monroe High. I'll ask my good friend Tom Walsh how it's po ssible f or a little kid to teach a Fr ench class for an entire week without t he P incipal of the school knowing a bout it. I might even mention the f ac t my son does n't speak Frenc h.

It's over. I did it, Frank. The sons of bitches have called off the dogs -- read it and weep. I beat the United States government. Take a look at that.

See what it says -- the I.R.S is backing off. They're gon na take their money and run -- no charges filed, no further investigations into this matter. They thought they could get me, and I sent Uncle Sam running for the hills.

We're gon na move back here, Frank, get a new house, a new car --

It's gon na take a little time, but we're gon na get it all back -- every fur coat, eve goddamn piece of silver! Com e o n help me lock up. We're going celeb ra t e!

This kid is the head salesman in my company. He's twenty-two and he's making five bills a week, so just bring the drinks and mind your business.

Are you afraid of these men? Look at the way, they sit, the way they dress, the way they drink. What are they, railway men? Cargo loaders? Those men have n't earned the right to judge us. I beat Uncle Sam, what have they ever done?

Yes. But in a moment they'll be listening to Lesley Gore. We're gon na teach the drunks to mind their manners.

Take the dime, son. Just take the dime and walk over there like you just closed a big deal. Walk over there like you got a roll of twenties right next to your pecker.

And do n't forget to smile while you're shoving it down their throats.

Bus drivers! Security guards! Fry cooks! Now they understand! They ca n't win, Frank, they ca n't beat me!

if I tell you where he is, will you promise not to tell his mother?

Frank made up a fake I.D and enlisted in the Marine Corps -- he's over in

Vietnam right now. Somebody must have stolen his bank book, because he's half way around the world crawling through the jungle and fighting the fucking communists. So do n't come to my place of business and call my boy a criminal, because that kid has more guts than either of you will ever know.

Jesus, look at you? My son the birdman. That is some uniform, Frank.

She's beautiful. Only I'm go nna get myself another white on e. I already ordered it. You keep that one, Frank, maybe one day we'll race to Atlantic City.

I had to close the store for awhile. It's all about timing, Frank, the goddamn government knows that. They hit you when you're down, and I was n't gon na let them take it from me. So I just shut the doors myself, called their bluff.

No. It's better this way. I'm laying' low for awhile, letting them have their fun. It's just a stationery store -- sooner or later they'll forget about me.

She's so stubborn, your mother. But I wo n't let her go without a fight. I've been fighting for her since the day we met.

That's right. Two hundred men were sitting in th' little social hall watching he d ce. What was the name of tha t dam vil lage?

Jesus, tonight is no good. That's my friend, Darlene. She's cooking me dinner for my birthday. She used to be the pastry chef at Elaines. Why do n't you come home with us?

Hawaii. My son is going to Hawaii tonight. The res t of us really are suckers.

I took a job. A government job. You see what I'm doing? Do you have a good lawyer?

They kicked me out. They took away my membership at the Rotary Club. They accused me of terrible things, made up a list of lies just to keep me out. I'm gon na sue them, a lifetime membership is what I have. I have the plaque, the letters of congratulations.

A tree lined , picture ce of suburbia , with large homes splashed with snow , Ca n the driveways and kids sledding in the street .

DEAN MARTIN is singing EVERYBOD SOMEBODY on the radio , as Frank Sr. hammers his PLAQUE i the wall . in the middle of the DEN , Frank is dancing with his mother , who is holding a glass of wine as she dances .Paula steps away from Frank , and she starts to dance a ballet , smiling as she tries to remember the steps .Paula spins around , accide ntally , SP ILLS HER GLASS OF WINE --As Frank runs off , Paula drops to her knees and scrubs the stain with the hem of her dress .She looks up at her husband .

You're a better dancer than your father, Frankie. The girls do n't know what they're in for.

Oh, shit, the rug! I b relieve I did that. Frankie, run /get a towel...

Frankie, you do n't have to wear the uniform here. Why do n't you take the jacket off?

I'm not sure I understand. Has Frank been coming to school or not?

This is our fault, Principal Evans. Frank had been at Buckley since he was a little boy. We had to take him out for personal reasons, away from his friends -- you know how kids are. He's all alone here.

That's all there is, two bedrooms, but we're getting used to it. Frankie, you remember Dad's friend Jack Wright from the club, he came by looking for your father -- I was giving him a tour of the apartment.

Jack wanted to t alk busi ness with your father. He sa id that we should sue the government, that it's not legal what they're do ing to us. Why are n't you saying anyth ing.

That's right. There's nothing to tell. I'm going outfor a few hours, visit some old friends from the tennis club. And when I get home we'll all

have dinner together, right? But your wo n't say anything, because it's just stupid, is n't it?

Do you need some money, Frankie, a few dollars to buy some record albums? Here, take five dollars.

Yes. I've been waiting. I hope you're all hungry. I made biscuits.

He advised me not to speak to you. So I'd appreciate it if you did n't mention this to him.

Half the kids his age are on dope, throwing rocks at police, and you're scaring me to death because my son is forging checks?

A young boy has to eat, has to have a place to sleep. What do you want him to do? His father ca n't help him.

I'm working part-time now at the Church. Just tell me how much he owes and I'll pay you back.

I did help him. Near the end I sent him money, did you know that?

I paid his rent. I was a kid when we met, Frankie. I did n't even speak English -- I did n't even know his last name.

Because he got me pregnant. I was seventeen, and I was told I was going to marry him. They put me on a plane, and said I was the luckiest girl in the world.

The baby died an hour after it was born. The Doctor's knew as soon as he came out.

It was a boy. T hey kept telling me I should hold him, but I did n't want to. I was scared he would die in my arms, so I said no. C an you imagine that, Frank, I did n't want to hold my own son?

Frank is asleep in his bedroom . His father walks in carrying a plate of scrambled eggs . ( CONTINUED )Frank opens his eyes , stares at his father .

THE WHITE CADILLAC is park ont of A MEN 'S CLOTHING STORE -- Frank Sr. banging on the g lass door , trying to get someone 's attention .THE DOOR OPENS A CRACK AND DARCY , 40 's , low cut blouse , a bagel in her hand , stares at Frank Sr .As she closes the door , Frank Sr. takes a small GOLD NECKLACE OUT OF HIS POCKET , holds it up to the glass .Darcy stares at the necklace through the door .

The Cadillac is parked somewh Frank , now wearing a BLACK SUIT a his father gets out of the car and climbs into the back seatFrank looks back at his father .

Frank is driving through Manhattan , his father in the back seat screaming directions as he teaches him to drive . They are both laughing as Frank speeds through the city . ( CONTINUED )THE CADILLAC SWERVES HARD , ALMOST HITTING A CAB -- CARS HONKING AND SLAMMING ON THEIR BRAKES AS FRANK SR . STICKS HIS HEAD OUT THE WINDOW .Frank slips it into third .

Perfect! Now you got it! Look at you, Frank, t his is your town -- you're goin g s tr aight up Broadway!

EMPLOYEES ARE HELPING CUST RS the hushed silence of the MASSIVE BANK . Suddenly all ey es to the street , where A CHAUFFEUR IN A BLACK SUIT AND OPENING THE BACK DOOR OF A WHITE CADILLAC THAT IS P ARKED NEXT T TO A FIRE HYDRANT .

Frank Sr. steps out of the Cadillac , gives his son a wink .Frank Sr. steps out from the Cadillac , grabs his briefcase .As Frank Sr. casually walks toward the doors of Chase Manhattan , the MANAGER rushes through the bank to open the doors for him .

Frank Sr. is sitting across from a LOAN OFFICER , who is looking over his file .Frank Sr. leans in , lowers his voice .

Mr. Abagnale, we don't usuall y loan money to people who hav resolved business with the I.R.S..

You want me to ignore the fact that the government is demanding two years back taxes?

Sir, you're not a customer of Chase Manhattan. We do n't know you. I'm sure you're bank in New Rochelle...

This is not a qu estion of winning and losing. It, question of risk. I'm very sor ry.

Frank, I want you to take that dime and go put it in th e jukebox. Pick something loud. We're celebr ating.

A SALESMAN is handing Frank Sr. A CHECK and a set of KEYS .Frank and his father glance toward an OLD , DENTED CHEVY IMPALA at the back of the lot .THE SALESMAN gets in the CADILLAC and drives it toward the front of the car lot . Frank Sr. looks down at the CHECK in his hand .

Now all you need is one of those little Fore ign sports cars he drives.

A MOVING TRUCK IS DRIVING AWAY FROM THE HOUSE . The Chevy Impala is packed with boxes as it slowly pulls out of the driveway , passing the SOLD SIGN on the front lawn as it follows the moving truck through the neighborhood .

A CARGO TRAIN shoots through the rain as it pulls into a run down station that is flanked by the dilapidated APARTMENT BUILDINGS AND TENEMENT HOUSES that make up the town of EASTCHESTER , NEW JERSEY .

A TWO BEDROOM APARTMENT with cracks in the ceiling that seem to grow with each passing train . There are MOVING BOXES STACKED AGAINST THE WALLS , and a dining room table that seems to take up half the apartment . Frank is in the kitchen making dinner as his father walks in from work -- his suit w rin kled , his briefcase in hand .Frank Sr. and after a BEAT Frank laughs with him .Frank turns to his father .Frank opens his BRIEFCASE , takes out a CHECKBOOK FROM CHASE MANHATTAN BANK . He walks over and hands it to Frank .Frank slowly opens the CHECKBOOK , sees his name at the top of the first check .

THE IMPALA pulls up to the f the local public High School . Frank wears his BLUE WHITE PANTS as he gets out of the car and smiles at his mother . Paula wears an OLD FUR COAT over her pajamas .Frank reaches through the window of the car , takes the CIGARETTE out of his mother 's mouth .

Frank walks through the crowded halls looking lost as he holds a CLASS SCHEDULE . He gets odd looks and stares from the kids around him .

Frank walks into a packed classroom , the STUDENTS turning to stare as he checks his schedule .Some of the students laugh , most just turn back to their friends as Frank nervously adjusts his tie . A GIRL in the front row stares at Frank .Frank looks around for the teacher , then slowly starts to nod . Frank walks toward the blac kboard writes his name on the board -- MR. ABAGNALE . HE S LAMS THE B ACK OF AN ERASER against the board to get the students a ttention .The classroom door swings open , and a frail , confused TEACHER walks in and motions to Frank .The WOMAN storms out , and Frank turns back to the students .

They sent for me -- they said they needed a sub. I rushed over here from Dixon.

PRINCIPAL EVANS AND VIARINCIPAL BROWN are standing in front of Frank Sr. an Pau la , who sit in two small chairs facing the Principal ' s desk .Frank Sr. and Paula seem a bit confused .

Mr. and Mrs. Abagnale, this is not a question of your son's attendance.

For the past week Frank has been teaching Ms. Glasser's French class.

Your son has been pretending to be a substitute teacher, lecturing the students, giving out homework.

Ms. Glasser has been ill, and there was some confusion with the real sub -- we're still not sure what happened.

Your son held a teacher-parent conference yesterday. He was planning a class field trip to a French bread factory in Trenton. Do you see the problem we have?

Sir, we have no choice but to suspend Frank for one week, and transfer him out of French and into German.

Frank is sitting outsid e t he Principal 's office wearing his coat and tie , waiting f o r his parents to come out . He watches as a FOOTBALL PLAYER hands- SCHOOL ADMINISTRATOR a note .As the Football player walks off , Frank leans over to look at the note . The Administrator catches him looking .

I have a note fr om my m om. I need to miss sixth period she's taking me to the doctor.

Frank closes his locker , sees FOUR CHEERLEADERS standing in front of him . The leader of the group , JOANNA , steps forward .Frank looks a bit confused as he stares at the girls .

My name is Joanna Carlson, and I was wondering if you were going to the Junior Prom?

Frank, do you think you could buy my' friends and I some beer before the dance? All the other guys are afraid to try.

If you're old enough to teach French, you're old enough to buy beer.

Frank walks in from school , throws his books on a chair and opens the refrigerator . The radio is on and there 's a bottle of wine on the counter .Nobody answers , and F rank slowly walks toward the back bedroom door , which is closed .Frank 's about to knock when th e b edroom door suddenly opens , and Paula walks out with JACK W RIGHT - the Rotary Club President -- who wears a tailored bla ck suit . Paula wears a dress and holds a tray of food .Frank stares at Jack , who walks over and picks up his HAT off the chair .Frank walks to the couch , picks up a small ROTARY PIN that is lying on the cushions . He holds it up to Jack .Jack clips the pin to his jacket , turns and walks out the door .Paula walks into the kitch en , opens the refrigerator and starts making a sandw ich .Frank stares at his mother , who continues to make his sandwich .Paula walks over to her son , her hands shaking as she hands him a sandwich .Paula lights a cigarette , walks toward the door .Paula holds out five dollars , and Frank walks toward her , reaches up and takes the cigarette out of her mouth .

A large stationery store sits right in the middle of the upscale neighborhood of New Rochelle .

Frank is working behind the cou nter of his father 's store , gently placing a SILVER PEN a cross a velvet display pad . A WOMAN stares down at the p en .As the woman walks out of the store , Frank Sr. comes running out of his office , which doubles as the stockroom . He holds a letter in his hand .Frank Sr. hands Frank a letter .

Frank follows his father int V ILLAGE INN BAR , a neighborhood dive that is ful 'lway workers coming off the night shift . Frank and his are greeted with cold stares from a handful of REGULARS are drinking and watching a mounted black and white TV .Frank and his father sit at a small table in the middle of the bar . Frank looks uncomfortable as his father lights a cigar .The WAITRESS brings o ver the drinks , and Frank Sr. quickly downs both shots . He tkaes DIME out of his pocket and sets it on the table .Frank glances to the bar , where the MEN are quietly watching the-TV . The JUKEBOX is directly under the television .Frank Sr. picks up the dime and holds it up to . his son .Frank gets out of his chair and nervously faces his Father .Frank holds his father 's dime as he slowly walks toward the JUKEBOX . THE MEN AT THE BAR see him coming , slowly turn on their stools .Frank nervously stands al t he j ukebox . Some of the men have gotten off their stools drinks in hand .Frank looks toward his father , who sits back in his chair , smoking and smiling . Frank 's hand shakes as he reaches out , drops the dime into the jukebox .Frank watches as TWO DRUNKS walk toward his father . They both hold PITCHERS OF BEER in their hands .As Frank reaches out and hits the button , the men start to pour their beers over his father 's head . Fran k S r. does nothing to stop them , the smile never leaving his face as he screams at his son .THE JUKEBOX springs to life , and WE HEAR LESLEY GORE singing `` IT 'S MY PARTY . '' The men continue to pour their beers over Frank Sr. 's head , the entire bar screaming with laughter .

The Warren Commission has concluded their investigation into the assassination of President Kennedy, and has found that Lee Harvey Oswald acted alone, with no evidence of conspiracy, domestic or foreign.

We asked you not to do that, kid. The President is abou t ma ke a speech.

A LARGE COURTROOM -- ONLY FIVE PEOPLE INSIDE . On one side of the room WE SEE FRANK S wearing a white suit that does n't quite fit -- a notice stain on the shirt . His weathered black briefcase is on t he desk in front of him . Paula is on the other si de of the courtroom , wearing a blue church dress and holding a n unlit cigarette in her hand . Paula and Frank Sr. sit with lawyers facing JUDGE LARKIN , who is examining the CASE FIL E for the first time .Frank is seated in the middle of the courtroom -- a backpack on the floor at his feet . Frank slowly walks toward the bench .Frank glances at his mother , then slowly shakes his head `` no . ''Frank stares straight ahead , his breathing forced as he stares at Judge Larkin .Frank looks to his father , then turns and stares at his mother for a long BEAT .

Frank, the court apologizes for pulling you out of school this morning. Are you aware of the fact that your parents have filed for divorce?

Again, I apologize. This is a custody hearing to determine who you are going to live with after the divorce. Your mother and father are leaving this decision up to you. For the record, I would like to praise both parents for showing such confidence in their son, who they believe will make the best decision for himself and his family.

Okay, Frank, I'm going to ask you a difficult question. Who's it going to be, your mother or your father?

Frank is running through town , a look of sheer desperation on hi s f ace as he runs past dil apidated shops and abandoned buildings -- racing a train that is s lowing pulling into the Eastchester station .

THE CELL DOOR IS PULLED OPEN , and Frank slowly walks out and faces CARL HANRATTY , who is holding a pair of HANDCUFFS and standing with FBI AGENTS EARL AMDURSKY and TOM FOX- All three AGENTS get a glimpse inside the cell -- and they all quickly turn away .Carl puts the handcuffs on Frank , who can barely stay on his feet as he slowly turns to Warden Garren .

CARL HANRATTY , Amdursky and Fox are all watching Frank as he sits naked in a bathtub , his handcuffs still on as he tries to shave his beard .

Frank has one HANDCUFFED to a chair , and both legs SHACKLED to the corner of the b ed . He 's eating a sandwich and drinking a glass of milk a s CARL HANRATTY sits across from him .

Frank wears blue pajamas as he 's THROWN OUT OF A DILAPIDATED TIMES SQUARE HOTEL ROOM BY THE NIGHT MANAGER , who is dragging him toward the door .SUPER : OCTOBER . 1964The Manager pushes Frank into the cage elevator .

I do n't want to hear your story. That's two checks that bounced, do you know how much trouble I'm in?

I'm sorry, Sir, we wo n't have any cash until the banks open in a hour. But I'm sure they can cash your check at the airport.

A decrepit Times Square hotel room . Frank sits up in bed staring down at his NEW RSEY DRIVER 'S LICENSE -- which is a simple I.D . CARD wi th no picture . Frank uses a pen to change the date of birth from 1948 to 1938 .

Frank holds a BLACK BRIEFCAS as he s tands in front of a FEMALE BANK TELLER holding a CHASE MAN HATTAN CHECK .Frank takes the PEN out of his pocket .Ashley takes some money out of her own pocket .

I'm sorry, but we're not allowed to cash checks from other banks. How would we know if they were any good?

I feel so bad. I'm really not supposed to take the check. How about if I just loan you a few dollars myself?

As Frank walks out of the bank , he watches A PILOT AND TWO FLIGHT ATTENDANTS step of a cab right in front of him . They are all laughing as t hey head for the revolving doors of the MAYFAIR HOTEL . Frank watches as the PIL OT SL IPS THE DOORMAN A FIVE DOLLAR BILL .

Frank follows the Pilot into the Mayf air , sees the hotel MANAGER rushing over to greet him . The entire lobby seems to be focussed on the Pilot , with BELLMEN running over to carry his bags -- the FLIGHT ATTENDANTS following his every move . Frank turns to an aging BELLMAN .Frank watches as the Pilot walks into the elevator , the Flight Attendants by his side .

He's just one of those airline jerks. Just because you fly at thirty thousand feet, does n't make you God.

A packed street corner in the center of New York . Frank is eating a hot dog as he talks on a PAY PHONE .Frank turns and looks directly behind him , where WE SEE the FIFTY STORIES OF THE PAN AN BUILDING standing tall in the middle of the city .

Yes. My name is Frank W illiams, and I'm a co-ilot basp of San Francisco. I flew a into New York last night, and ving for Paris in three hours.

Are you gon na lower that weapon? We're supposed to be on the same team.

Thank you all for com ing. At the end of the day I' ll be p icking eight young ladies to be part of Pan Am's first `` future stew ardes'' flight crew program. Thes eight girls will accompany me on a two m onth public relations tour Eur ope this Summer, where they will learn first hand what it takes to be a Pan Am stewardess.

Go down to the Well-Built Uniform Company at Ninth and Broadway -- they're our uniform supplier. I'll tell Mister Ross you're coming.

As the telephone conversation continues , WE SEE Frank running down a busy street , a big smile on his face as he cuts in and out of an endless stream of people .Frank sprints through the doors of the WELL-BUILT UNIFORM COMPANY .

Frank poses in front of a full length mirror wearing a brand new PAN AM UNIFORM . MISTER ROSS kneels in front of him , cuffing his pants . In the background , WE SEE rows and rows of uniforms waiting to be shipped .Ross places a single GOLD BAR on the lapel of Frank 's jacket .

Right seat. I figured as much. You look too younng to be a pilot.

Frank walks down Broadway in his new uniform , enjoying the obvious glances he is getting from men and women who pass by . He sees a little boy pointing at him , and he gives the boy a playful salute . Frank ca n't help but smile as he drops his briefcase in the nearest trash can , then turns and walks into a bank .

A FEMALE BANK TELLER is sneaking glances at Frank as she counts out his money on the counter .

That's eighty, ninety, one hundred dollars. You have yourself a great time in Paris.

A busy , upscale business hotel in the heart of the city . Frank stands in uniform at the front desk .

For airline personnel we cash checks up to three hundred dollars.

You should try it. I'll send our typist up to give you a lesson.

An episode of THE RIFLEMAN is on the black and white TV in the hotel room . A ROOM SERVICE CART sits next to the bed , piled high with half-eaten plates of french fries , hamburgers , and slices of apple pie . As Frank sleeps on the king sized bed , the PILOT 'S UNIFORM lies next to him on top of the sheets .

Frank Sr. gets off the bus in front of his store . He is wearing his black suit and holding a briefcase as he starts to unlock the front door to the store . TWO POLICE DETECTIVES walk up behind him .Frank turns around , stares at the TWO COPS as they show him their BADGES .The two Detectives nod .

Sir, we'd like to talk to you about a checking account at Chase Manhattan bank. The account is four thousand dollars overdrawn, and checks are bouncing every day.

The account is in your son's name, and he was re por ted as a runaway in March.

A BLANK COUNTER CHECK The ELECTRIC STRIKING BALL of the typewriter is going over the same words again and again , making them appear PRINTED . The top of the phony check reads :PAN AMERICAN WORLD AIRWAYS EMPLOYEE NUMBER 15415 PAY TO THE ORDER OF FRANK WILLIAMS $ 513.12

Frank kneels over the bathtub , looking down at a PLASTIC 707 MODEL AIRPLANE . The small plane is soaking in the tub , floating up-side-down in a pool of bubbles .CLOSE ONTHE WING OF THE MODEL PLANE . The PAN AM LOGO is on the wing . WE WATCH as a TWEEZER lifts the corner of the logo right off the plastic , carefully slipping it off the wing so that the words PAN AMERICAN WORLD AIRWAYS hang in mid-air . ON FRANK meticulously placing the LOGO on top of the check he has just made . The words stick to the paper , and he quickly takes the check and places it in the middle of a hotel BIBLE . He sticks the bible under his bed , the way a kid breaks in a new baseball glove .

Frank is still in uniform as he walks past two MALE TELLERS and deliberately approac hes a YOUNG FEMALE TELLER .Frank takes the check out of a phony PAN AM ENVELOPE and hands it to the TELLER . The PAN AM LOGO on the check is crooked and off center , the type blurred and almost illegible .The TELLER smiles at Frank , barely glances at the check as she opens her CASH DRAWER .

A small HOBBY SHOP in Times Square . Frank sets FIFTEEN BOXES of PAN AM MODEL AIRPLANES on the counter .

CLOSE ON A HOTEL BATHTUB FILLED WITH MODEL AIRPLANES THAT ARE SOAKING IN WARM WATER . Frank sits at a desk , pulls a CHECK from the carriage of an electric typewriter . The check is perfectly centered , the Pan Am logo straight , the lines and words looking thick and heavy -- as if they were printed . Frank takes the check and sets it on the hotel bed , where FIVE HUNDRED FRESHLY MADE CHECKS are sitting in neatly stacked piles .

Frank walks downstairs his uniform , CHECK IN HAND . The HOTEL MANAGER rushes over to greet him .

Frank wears his pilot 's uniform as he walks through the crowded airport holding a thick wad of cash . As he stuffs the money into his pockets , he walks toward a sign that reads : AIRLINE PERSONNEL ONLY .

A giant warehouse filled with PILOTS , CO-PILOTS , FLIGHT ATTENDANTS , and BAGGAGE HANDLERS . There is a CAFETERIA , NEWSSTAND , AIRLINE SHOP , and SHOE SHINE BOOTH . Frank sits down in one of the SHOE SHINE CHAIRS , two TWA PILOTS next to him . He stares at their I.D . BADGES , which are laminated pictures clipped to the front of their jackets .The TWO PILOTS turn and look at Frank .Frank stares at the Pilot , h as no idea what to say .Frank thinks for a long BEAT , has no idea what to say .

I see you h ere all the time, and I was wonderi n g what Pan Am is doing out here at L a Guard ia? Pan Am does n't fly into La Guardia.

Were leveled off. You mind taking her for a minute, I need to use the bathroom.

The massive CORPORATE OFFICES of PAN AM , which look out over the Manhattan . Frank , dressed like a student and wearing a backpack , gets out of televator and walks up to a RECEPTIONIST .Frank hesitates as he walks toward a door marked , PAUL MULLIGAN , DIRECTOR OF AIRLINE SECURITY .

PAUL MULLIGAN , 70 's , a small , rock of a man , stands behind a WALL OF PICTURES , MILITARY MEDALS , PAN AM ACHIEVEMENT AWARDS , and EMPLOYEE OF THE YEAR CERTIFICATES that are neatly displayed on the wall behind him .

Frank, I'm Paul Mulligan, head of security for Pan American World Airways. I understand you're writing a report about Pan Am, and you'd like to speak to a real live pilot.

I'm afraid I ca n't help you there. These badges are special ordered from Polaroid. The only way to get

Kid, I'm really not in the mood for this today. That damn Skywayman is driving me crazy. There was another article.

Some nut flying around the country posing as a Pan Am pilot. The Times has has devoted a weekly coloumn to him.

I keep telling them it's not my problem. He does n't fly on Pan Am planes -- he flies on everybody else. The damn paper is in love with this clown -- they call him the James Bond of the sky.

Frank is following Paul Mulligan through a large GALLERY which shows the history of PAN AM in black and white pictures and detailed PLASTIC MODELS .Mulligan pulls an old FAA LICENSE out of his wallet .

A pilot is requi red to carry two things with him at all times. His airline personnel b adg e similar to this Pan A m badge I'm wearing, and his FAA li cence

A LARGE OFFICE IN NEW YORK CITY . A POLAROID SALESMAN has opened a SAMPLE BOOK and is showing off page after page of LAMINATED I.D . BADGES . FRANK wears a suit and tie as he sits across from the salesman examining the book .Frank points to one of the badges .The Salesman motions to a large CAMERA AND LAMINATOR .

As you can see, we make the I.D. badges for almost every major airline.

That's no problem, Mister Anderson. We make all the badges right here with this equipment.

Frank is walking through KENNEDY AIRPORT , his authentic PAN AM I.D . BADGE secured to the front of his uniform . He walks up to an EASTERN AIRLINES ticket counter and smiles at theTICKET AGENT .Frank hands the AGENT his I.D . BADGE and Mulligan 's FAA license , which has been cropped at the top where Mulligan 's name used to be . She barely glances at either .The Ticket Agent starts to la ugh , and Frank laughs with her .

MARCI , a cute 27-year-old EASTERN STEWARDESS with short blonde hair and glasses , stands at the front of the plane smiling at Frank -- who holds out his pink boarding slip .

Frank, this is Captain Oliver. That's John Paxton, the Co-Pilot, this is Ron Vega, flight engineer.

Stewardess. You know we like to be called stewardess now. Why are you stopping?

Frank is led into the cockpit by Marci , trying not to react to the intensity of the tiny space . He immediately looks around for the jump-seat -- or any seat -- but sees nothing .Frank continues to search for the JUMP SEAT , the panic starting to show on his face as Marci reaches her hand around to the back of the cockpit door and pulls down the small METAL SEAT .Frank quickly sits in the jump-seat , his hands shaking as he tries to strap himself in .

CLOSE ON FRANK -- inside the -- his hands gripping the sides of the JUMP-SEAT , his nd face clenched into a silent scream as the plane lift f , banking left as it shoots out over Manhattan . Frank is staring out the cockpit window in disbelief , the way all kids do the first time they ride in a plane .

Frank walks through the COCKPIT DOOR , sees Marci preparing drinks at the beverage station .Frank takes a SMALL GOLD NECKLACE out of his jacket pocket .

Frank is lying on top of Marci -- losing his virginity -- not moving -- just staring down at her with a bizarre look on his face . The lights are low , the radio is on .

Frank walks toward a TWA TICKET COUNTER with a big smile on his face .

Frank is wearing his pilot 's uniform as he walks up to LUCY , the pretty ASSISTANT MANAGER of a small Dallas bank .

Okay, enough! I'm gon na be sick. I have to get home and get some sleep.

One of my tellers got married last night, and I'm gon na be short handed all week.

We feed the checks through the micker machine, and the magic eye reads the micker ink and then sorts the checks by numbers.

See the numbers on the bottom of the checks. Those are called routing numbers.

Yes, Sir, that's him. But I did n't know he was sixteen! I swear to God I did n't know!

Frank is dancing with LUCY , who is laughing uncontrollably as he twirls her around the room .Frank twirls Lucy , dipping h er in the middle of the room .

Frank is standing with Lucy behind the counter of the bank , watching as she feeds a stack of CHECKS into a MICKER ENCODING MACHINE .

Frank wears his pilots uniform as he sits across from a group of HIGH SCHOOL STUDENTS who are writing term papers . As the students talk and laugh at their desks , Frank leans over to them .The students immediatel uiet down as Frank turns a page in his book -- THE HISTO BANKING IN AMERICA . He is reading a chapter called - - T H E 12 BA NKS OF THE U.S. FEDERAL RESERVE

A SIGN READS : FORECLOSURE AU CTION - NEW JERSEY NATIONAl BANK WE SEE rows of desks , chairs , cou and cash drawers -- everything you could possibly find at a bank . The AUCTIONEER stands in front of a room filled with BANKERS and BUSINESSMEN in dark suits .In the audience , Frank , dressed in a suit , smiles as he raises his paddle .

Our next item up for bid is also from the Jersey National foreclosure. This is a micker encoder, a machine usedtoencode bank checks. Do I have an opening bid?

The parking lot is packed with cars . A light snow is falling as FRANK SR. walks out of the bar and buttons his jacket .Frank Sr. turns to face his son , who is standing in front of a RED CADILLAC that still has the sticker in the window . The two men stare at each other for a long BEAT , and then embrace in the middle of the lot .Frank motions to the car , holds up the keys .Frank Sr . Stares at his son , then glances at the car .A WOMAN PULLS UP IN AN OLD FORD AND HONKS FOR FRANK SR.. She smiles and waves at him through the window , and he waves back .Frank Sr . Gives his son a hug then turns and starts waking towards the Woman in the Ford .

SUPER : FBI BUILDING , WASHINGTON CLOSE ON A SLIDE PROJECTOR -- the circular tray turning clockwise as an AGENT CARL HANRATTY stands at the front of the room addressing FIVE FBI AGENTS .The slide does n't change .Carl reaches in and turns the slide .CLOSE ON THE FACES OF THE FIVE FBI AGENTS , looking bored as they all listen to Carl , having no idea what he 's talking about . Some of the agents are yawning , while other are doodling at their desks .The AGENTS literally scratch their heads , trying to follow .Laughter from the other Agents as Carl tries to smile .

Carl, for those of us not familiar with bank fraud, would you mind telling us what the h ell you're talking about?

You mean to say that those numbers on the bottom of a check actually mean something?

And this is why you called for an emergency briefing? Because of a couple of bounced checks?

You want my wife to help you? She's the one who balances the checkbook at home?

Sometimes we all get a little lost out there. No shame in being rusty. You want to talk about it?

Just be careful, Carl. You've got 12- years in, nobody bothers you down on the first floor. You practically wrote the book on bank Fraud, and that's good enough to make you F-4 some day. There's no reason to put yourself in this type of position.

Wait a second, Carl. Those slips do n't even have his name on them.

Sir, I've called this briefing to update you on the Frank Abagnale situation.

The Skywayman. Agent Shaye from bank fraud has been the point man on this case, and I'll let him fill you in.

Sir, he's only seventeen-years-old. We've never put a child on the ten most wanted list before. What are we gon na tell the President?

SUPER : HOLLYWOOD , CAL IFORNIA - JULY , 1964FBI AGENTS AMDURSKY AND FOX are driving with Carl through Hollywood . Fox sits in the back holding a street map .Carl turns up the volume on the radio , keeps his eyes on the road as he drives .

I'm wearing a red dress an d high heels, running through this park and chasing these two Puerto Rican's with a suitcase filled with marijuana and I reach for my radio to call for back-up, but the radio is stuck in my bra...

Demoted is the wrong word. It was more like-punished. I screwed up in the field.

No. I've never worked in the field before. I was in the L.A. public relations office, but we were shut down after the riots.

Can I ask you mething, Carl? How come you're s o s erious all the time?

Stay here? This guy's a check forger, a goddamn paperhanger. He does n't even carry a gun.

They describe The Skywayman as a thirty-year-old -- dark hair -- six- feet -- same fucking guy!

I already talked to the Miami police, they've offered fifty uniformed cops in two shifts of twenty-five.

Carl, you're walkie talkie was n't working. There's a guy in a Pan Am uniform sitting in a white Cadillac in front of terminal J!

I was looking through the wanted criminal file, and there it was! Look at that!

Maybe there's a reason he did n't register. He could have a wooden leg for all we know. Maybe he was born in Peru and he's not an American CITIZEN-

Carl, with our guys that's almost a hundred men in one airport. Do n't you think we should spread it around.

He's not an agent, Carl. He's a waiter at the restaurant around the corner.

The unmarked FBI SEDAN pulls up to TWO STORY MOTEL on the SUNSET STRIP . Carl , Amdursky and Fox walk into the motel office , all in black suits and sunglasses .

Carl approaches the front desk of the motel , where the OWNER stands in front of a fan .The owner takes a check out of the register , hands it to Carl . Carl stares at the check for a BEAT , slowly starts to smile .

He's been here two weeks, written lots of checks. The one that bounced was for twenty dollars, and he took care of it right away.

CARL HANRATTY walks through the busy pool area of the motel , passing a few FLIGHT ATTENDANTS who are sitting by the tiny pool . Carl makes his way up the main stairwell .

Carl walks through a fire door with his gun leading the way . CLOSE ON ROOM 212 at the end of the second floor hallway , the DO NOT DISTURB SIGN hanging off the door . Carl slowly makes his way down the hall , passing a MAID wh o i s about to scream -- until he shows her his badge and vio lently motions for her to hide inside a room . Carl creeps along the w all , hi s gun straight out , his face covered in sweat . He free zes when he hears a door creak , his breathing labored as the front of ROOM 212 slowly swings open and Frank walks into the hallwa y , He wears a dark brown suit and holds a black suitcaseFrank slowly turns to face Carl . The two men stare at each other for a BEAT .Frank throws his wallet to Carl , who catches it with his free hand , but does n't open it .Frank opens his jacket , but not wide enough for Carl to see that he 's not armed .Carl hesitates , then slowly l owers his gun and holsters it .Frank starts moving toward the back stairwell .Frank starts to walk down back stairwell . He looks back at Carl , who stands at the front of room 212 .Frank starts walking down the stairs .Frank stops , slowly turns back to Carl

Frank walks downstairs , opens the EMERGENCY EXIT that leads to a back alley . He looks both ways , then starts to run toward HOLLYWOOD BOULEVARD .

CARL HANRATTY is guarding the entrance of room 212 . He 's standing tall , almost at attention . After a BEAT he looks down at the wallet in his hand , his mind starting to consider a single horrible thought .

CARL HANRATTY is sitting in the office of Special Agent Wilkes , the office window facing out on the Washington Monument .Carl stares at Wilkes , slowly stands and heads for the door . He 's about to leave when he turns and looks back at Wilkes .

A ROOM SERVICE WAITER opens a metal lid on a serving tray , revealing a huge steak and french fries .Frank takes a crumpled fifty dollar bill out of his pocket , hands it to the waiter .

I would, but my sh ift is over. I'm going home to my ki ds. But thank you for asking, Mr. Williams. And merry Christmas.

CLOSE ON A FINGERPRINT UNDER A MICROSCOPE -- WE SEE ONE PRINT AFTER ANOTHER .CARL HANRATTY is looking through a giant PRINT BOOK -- tediously searching for a match . Carl is alone in the fingerprint lab , where a pathetic looking Christmas tree sits in the corner of the room . The phone rings , and Carl quickly answers .INTERCUT WITH SCCarl sits up at his desk , grabs a pencil and paper .Carl looks around the room before he answers .Carl starts to write this down , then suddenly stops himself .Carl hangs up the phone . He cups his hands to his face , then stares at a picture of his WIFE AND DAUGHTER -- which sits on the desk in front of him .

Frank slowly hangs up the phone . He walks over to the chair in the room , picks up his Pilot 's Cap and puts it on .

Frank stands across from a NEW ACCOUNTS MANAGER at a LAS VEGAS BANK .Frank walks over and stares at the deposit slips . He grabs A THICK STACK and shoves them into his coat .

You account balance will be three hundred dolls Mr. Williams. And these are y ou r t emporary checks.

Just take a deposit slip off the counter, then fill in your name and the amount you wish to Desposit.

At Nevada Savings and Loan, we treat our customers by name instead of by number.

CLOSE ON A DEPOSIT SLIP AS IT 'S FED INTO THE MICKER MACHINE . When the deposit slips comes through the other side , WE SEE a NINE DIGIT ACCOUNT NUMBER printed on the bottom . Frank sits on the edge of his Las Vegas hotel room -- HUNDREDS OFDEPOSIT SLIPS COVERING THE BED .

Frank walks into the bank , casually switches his stack of deposit slips with the ones on display .

CARL HANRATTY uses a slide projector as he files a report in front of TEN AGENTS .The slide does n't change .Joe hits the slide projector , and the slide changes .

Paul Mulligan sits across from Frank eating lunch . Frank is dressed in school clothes and holding a notebook .Mulligan hands Frank a copy o f the NEW YORK TIMES .Frank stares down at the TIMES , h is e yes wide as he stares at the headline : SKYWAYMAN VISITS WASHINGTON : ELUSIVE PHONY STILL FLYING THE FRIENDLY SKIES .

Frank is sitting in a movie theater watching GOLDFINGER , his eyes glued to the screen . He 's eating a box of popcorn , a big smile on his face as he stares up at SEAN CONNERY .

Frank is wearing a three button black suit with a sweater vest and narrow black tie . He 's looking at himself in a full length mirror , with a SALESMAN standing behind him .

The lab is packed with AGENT who a re searching for a fingerprint match . CARL HANRATTY lift s his head from a microscope , rubs his eyes .Carl rushes over to Agent F o x , who is holding up TWO SETS OF FINGERPRINTS .Carl takes the file from Fox and opens it .

TEN FBI AGENTS have surrounded a TWO STORY HOME IN LONG ISLAND . CARL HANRATTY , wearing a black hat and black overcoat , is knocking on the door with Amdursky and Fox . Paula answers with a cigarette in her hand .

Paula sits on the living room couch pouring three cups of coffee . There is a tray of BISCUITS on the table in front of her .Paula motions to a FRAMED PICTURE of Jack Wright .Carl hands her a copy of the police report .Paula gets off the couch and grabs her purse .Paula takes out her CHECKBOOK .

LUCY , one of the BANK TELLERS we met earlier , sits in her office . CARL HANRATTY and the other agents open up the BUCKLEY SCHOOL HIGH SCHOOL YEARBOOK . On a page marked , SOPHOMORES , Carl points to tiny black and white picture of Frank wearing a coat and tie .Carl gets out of the c ar , cl oses the door on Lucy and smiles at Amdursky and Fox .

Frank is wearing his James Bond s uit she pulls up to the airport in a German sports car . He parks the car and jumps out of the convertible , leaving the keys in the ignition .

Frank is walking through the airport , eyeing several UNIFORMED COPS who are scattered throughout the terminal , all holding the yearbook picture of FRANK . Frank sees FOUR UNDERCOVER COPS walking toward him , then sees TWO DETECTIVES checking the identification of a PAN AM PILOT . Frank nervously steps into the NEWSSTAND , hides behind a magazine rack as he slowly reaches up and takes off his Pilot 's cap and sunglasses .Frank is staring at the cover of PLAYBOY MAGAZINE . He smiles as he reads the headline : RIVER BEND -- THE BEST SINGLES COMPLEX IN AMERICA

SUPER : ATLANTA , GEORGIA AUGUST 1964 A sprawling APARTMENT COMPLEX that lines a picturesque golf course . There are two swimming pools , tennis courts , but most of all -- WOMEN . Everywhere you look , there are women walking the grounds , swimming , playing tennis . Frank is carrying the MICKER BANK MACHINE into his apartment , passing TWO WOMEN in bikinis .

CLOSE ON A bubbling FONDUE POT with skewers lining the rim . The apartment is packed with men and women who are drinking , smoking pot , and eating fondue .Frank motions to the phonograph system in the living room , with giant speakers against the walls .

I still want to see that bedroom of yours. I hear you have thirty suits.

Frank is standing in front of the master walk-in closet . His bed is round , -and there are mirrors on the ceiling .Frank throws open his '' c doors , revealing FOUR ROWS of SUITS , all different st all arranged by color .A drunk WOMEN comes running into the bedroom .

Frank walks through the hospital , looking into rooms , smiling at patients . He walks toward a RECEPTION DESK , sees a YOUNG DOCTOR yelling at BRENDA STRONG , 17 , a thin , awkward looking candy striper with her hair in a bun and braces on her bottom teeth .Brenda nods her head , quickly walks away from the Doctor and sits behind the RECEPTION DESK . She buries her head and starts to write a letter , her body still sobbing as Frank walks up to her .Brenda looks up at Frank , her eyes and nose puffy from crying . She covers her mouth when she talks .Brenda grabs a chart , starts to read it out loud .Brenda smiles , covering her mouth .Brenda looks embarrassed as she stares at Frank .Frank smiles wide , showing Brenda his teeth .Brenda tries not to smile , shaking her head and covering her face .Brenda starts to blush as she continues to write her letter .Frank stares at Brenda , starts to smile as she puts her letter in a drawer .

These bottles need to be labeled when you pick them up. Do you realize what would happen if they got mixed up -- do you understand how dangerous this is? Do n't stand there crying, just nod your head and tell me you wo n't do it again!

He told me to ck up the blood, so I did. He nev er told me to label it.

Mr. Applebaum fractured his ankle. Doctor Ashland is treating him in exam seven.

This is the emergency chart. See the blue star, that means the patient has been diagnosed. After he's treated, we put a red circle here.

It says I love him. Pretty stupid, right. Ringo Starr is never going to read my letter.

I keep rubbing my tongue over them. I ca n't stop. It's so slippery.

He wrote me back. Ringo wrote me back! Doctor Connors, come quick! I got a letter from Ringo Starr, he signed his name and said I was his biggest fan!

I see all the other doctors doctors wearing them. I figure you left yours back in San Diego. It's gold plated.

Now when you're walki ng around the hospital, you'll feel l ike the real thing.

You're joking, right. We're not really going to Liverpool, are we?

I have n't told you the truth. I'm not a virgin. I had an abortion two years ago. My parents found out and kicked me out of the house.

I had an abortion, and they said I was n't their daughter anymore.

Then a few months ago they apologized and said I was their daughter, but I could n't come home for awhile. I'm so sorry, Frank, please do n't be mad.

Stop teasing me, Frank. You're Frank Connors, right? You're Frank Connors and you're 28-years-old. Why would you lie to me?

No. We wo n't tell anyone. And we'll go away. I do n't care if I ever see my parents again. I just want to be with you.

But the wedding is next month. It's all planned. We can leave right after the reception, just like a honeymoon.

Frank is sitting across from JOHN GRANGER , 60 's , the HOSPITAL ADMINISTRATOR , who is reading over a RESUME .

Harvard Medical School, top of your class, Children's Hospital of Los Angeles, Peace Corps volunteer in North Africa. A pretty impressive resume, Doctor Connors? Why do you want to work here?

Unfortunately, the only thing I need is an emergency room supervisor for my midnight to eight shift, someone to baby-sit six interns and thirty nurses. But I doubt you'd be interested in that.

Frank is lying on his bed making a phony MEDICAL SCHOOL DIPLOMA . He 's using a HARVARD BROCHURE to guide him as he carefully places the STICK-ON letters on the aged paper . A WOMAN walks into the bedroom .

Frank is sitting in front of DO CTER G RANGER and FIVE DOCTORS , all of whom are looking over FRA NK ' S FILE , which consists of the fake HARVARD MEDICAL SCHOOL DIPLOMA -- fake letters of recommendation from CHILDREN 'S HOSPITAL OF LOS ANGELES , and a fake CALIFORNIA MEDICAL LICENSE .

Doctor Connors, here is your temporary license, which allows you to practice medicine in the state of Georgia for up to one year. And now let me be the first to say, welcome to Marietta General.

Frank is standing in front of the thirty CANDY STRIPERS , NURSES and INTERNS who will be working under him during the night shift . He wears Doctor 's whites , holds a clipboard as he takes roll .He smiles at Brenda , who covers her mouth as she smiles back .I suggest you bring a note .

Bicycle accident. A fracture of the tibia, about five inches below the patella.

I think we should take an x-ray, then stitch him up and put him in a walking cast.

Frank walks down along hospital corridor holding his clipboard , passing sever al NURSES in the hall .

ON A BLACK AND WHITE TV , DR. KILDARE approaches a hospital bed .Frank sits alone in his apartment eating popcorn and watching DR. KILDARE on TV .

Doctor Kildare, I think we should try the shock therapy before it's too late.

The name on the office door reads FRANK CONNORS , M.D.. Frank sits at his desk in front of a brand new IBM ELECTRIC TYPEWRITER . He is making COUNTERFEIT CHECKS for himself as Brenda walks in holding a clipboard .Brenda walks in and hands him the clipboard . Frank starts to scribble on the charts , the way Doctor 's scribble out prescriptions .Brenda smiles , but does n't cover her mouth .Frank moves toward her , st ares at her bottom teeth .Frank leans toward Brenda , gently starts to kiss her . As the passion increases WE HEAR the HOSPITAL P.A . SYSTEM .Frank continues to kiss Brenda .

Doctor Connors, please come to Emergency. Doctor Connors to Emergency.

Frank nervously paces in the elevator , taking deep breaths as he tries to calm d own .

The elevator doors open , a nd Frank slowly walks into the EMERGENCY WARD , where Nurses are rushing toward a closed curtain .Frank walks toward a closed curtain , stands in front of a bed and forces himself to look-'He sees a blood splattered sheet and three young INTERNS standing over the leg of an ELEVEN-YEAR-OLD BOY .Frank stares at the boy 's face , trying not to look at the open wound .Frank walks out , and Doctor Hollis shaes his head , clearly upset .

Very good, Doctor Ashland. You do n't seem to have much need for me. Carry on.

As I stated on the Pan Am has been unhappy for so me t ime about the quality of their expe nse c he ks. we're looking for a new fir m to handle the printing.

It's over. I want it to be o ver now. I'm getting married. I'm settling down.

Frank walks into the MEN 'S ROOM , steps into an empty stall and immediately starts to throw up .

Frank is writing a letter at his electric typewriter . He pulls it out and reads it over , then takes out a pen and signs the name RINGO STARR .

Frank is sitting across from Brenda in the cafeteria .Brenda hands him wrapped present .Frank quickly opens the box , takes out a TINY GOLD DOCTOR 'S CADECUS .Frank slowly takes the Cadecus .She pins the Cadecus on his lapel , and Frank ca n't help but smile .

They'll laugh at m e Frank, please do n't make me the he ad nurse. Promise me you wo n't do that, I ca n't even give a shot.

CARL HANRATTY is eating a slice of pizza as he talks with the LANDLORD of the apartment building .

He's at work, so search all you want. But if you find any money in there, it belongs to me.

CARL HANRATTY is walking through the two bedroom apartment . There 's a bed pushed against the wall , stacks of drafting paper , envelopes , and other STATIONERY SUPPLIES lying around the room . WE SEE a black and white picture of Paula and Frank Sr. sitting on the front of a U.S. ARMY TANK . Carl takes Frank Sr. 's black briefcase off the shelf and flips it open . He reaches inside and pulls out a stack of POSTCARDS -- all sent by Frank to his father . Carl smiles as he flips over the postcard , stares down at a picture of CLARK GABLE andVIVIAN LEIGH .

Carl is inside a phone booth , dropping dimes into the slot and holding the POSTCARD .

Frank and Brenda are lying in bed together , staring at each other in the ceiling mirrors .Brenda sits up , starts getting dressed .Brenda covers her face with a pillow , starts to cry .Brenda removes the pillow from her face , stares at Frank .

I ask them all the time but they wo n't let me come h ome yet. My Dad' s a lawyer, and he and I have this contract. He calls it a verbal agreement.

TEN FBI AGENTS burst through the doors of Frank 's apartment . CARL HANRATTY is out front , leading the men inside with his guns drawn .There 's a fondue pot in the kitchen , bean bag chairs in the living room . Carl walks over to the wall -- stares at the framed HARVARD MEDICAL OkHOOL DIPLOMA .

TEN POLICE CARS , sirens wailing , pull up to the front of the hospital . CARL HANRATTY and hi s men jump out of sedan , sprint into the hospital .

CARL HANRATTY is leading an army of cops down a hallway , holding ; I the Harvard Diploma in his hand . They make their way to the front of a door marked : FRANK CONNORS , M.D..The Agents kick down the door , and CARL HANRATTY walks into the office , stares at an electric typewriter that is humming on the desk .

A WHITE CADILLAC is parked in the driveway of a large , two story house .

Frank , dressed in a plain white suit , sits at the dinner table with Brenda and her parents , ROBERT and CAROL STRONG . The house is old and warm , the table jammed with food .Frank stares at Brend and her parents , who bow their heads . He hesitates for a B EA T , WE SEE that he has no idea how to say grace .Brenda peeks at Frank , who close his eyes and bows his head .They all lift their heads , clearly impressed . Robert turns to Frank and smiles .Frank turns to Brenda , gives her a wink .

It's just a hobby. Every Sunday night I go into the garage, pretend I'm an artist. Sometimes I stay in there for hours, hiding from the world, making a fool out of myself.

Have you decided whic h hospital you want to work at here in New Orleans.

A doctor and a lawyer. I'd say Brenda hit the jackpot. Where did you go to law school?

Berkeley. Well, now she's hit the Irish Sweepstakes. Would you be interested in coming to work for an old man who barely made his way through Stanford. My office is desperate for Assistant Prosecutors.

You'll be working under Phillip Rigby in corporate law, handling small claims made against the state, trespass-to-try-title suits, most of it wo n't get past a pre-trial motion.

Why do n't you settle in, organize your desk. We're having lunch with the District Attorney and Governor Davey at twelve-thirty.

Frank stands next to Robert in the library , the two men sipping brandy as they stare at some paintings on the walls .Robert smiles , hand Franks a cigar .

CLOSE ON BERKELEY TRANSCRIPTS , co mplete with Berkeley Logo and stationery . Frank hands the documents to a WOMAN sitting behind a desk , who hands him LO UISIANA BAR EXAM .

SUPER : DECEMBER 26 . 1967 . AIR FRANCE FLIGHT 676 . CARL HANRATTY is sitting next to a handcuffed Frank at the back of the plane . Amdursky and Fox are sitting across from them .Frank and Carl stare at a small MOVIE SCREEN thirty rows in front of them .Carl moves his eclair away from Frank .

Frank wears a new TAN SUIT and holds a TAN BRIEFCASE as he walks through the busy law office with Brenda 's father .Frank looks down at his desk , picks up the nameplate which reads : FRANK CONNORS , ASSISTANT PROSECUTOR .

Frank , Brenda , Robert and Carol are eating popcorn and watching an episode of PERRY MASON on a black and white TV .

But if you were at your office on the day of the murder, Mr. Darius, then how could you know your wife had left the gate open? Your honor, ladies and gentleman of the jury, this is irrefutable evidence that the defendant is lying!

Frank stands in a small , empty courtroom , presenting a case before a JUDGE AT A PRE-TRIAL HEARING .

Mister Connors, this is p reliminary hearing. There's no defendant, no jury, it's just me. What the hell is wrong with you?

Taking into account your refusal to give back the money, your history of bold escape and your complete lack of respect for the uniform of the law, I have no choice but to sentence you to eighteen years in Atlanta's maximum security prison in Dixon county, and recommend strongly that you be kept in an isolation cell for the entirety of that sentence.

Frank walks out of the courtroom , where Robert is waiting for him .Frank starts to smile .Frank shakes Robert 's hand , and Robert pulls him close and gives him a hug .

Frank is covering Brenda 's eyes with his hands as he slowly walks her toward the front door of a LARGE HOUSE .Brenda reaches out and touches a DOORKNOB .Frank removes his hands , and Brenda looks up at the giant , six bedroom house that sits on a cul-de-sac .Brenda screams as she throws herself at Frank .

Frank is parked in front of the airport . He turns to Brenda and gives her a kiss .Frank grabs his briefcase and gets out of the car .

Frank walks into the airport , immediately goes to the MEN 'S ROOM .

Frank wears a black s uit with a PAN AM pin on the lapel . He stands with the OWNER o f the P RINT SHOP .

TWO DELIVERY MEN are carrying an I-TEK camera into a small office , where Frank is setting up a large PASTE-UP BOARD .They set the camera down , AND WE SLOWLY PULL BACK , see that Frank has turned this office into his own print shop-Frank motions out the window , where WE SEE THE PAN AM BUILDING directly across the street .

Frank is working at the paste-up board , making a 16-by-24 inch copy of a PAN AM EXPENSE CHECK . WE WATCH AS he takes the check and places it directly under the lens of the I-TEK C AME RA . The PLATE ENGRAVING i fib around the drum of the small PRINTING PRESS- CLOSE ON A PAPER CUTER SLICING the edg es off a newly printed PAN AMEXPENSE CHECK .

SUPER : NOVEMBER , 1965 A large , smoked filled conference room , the drapes closed to block the afternoon sun . CARL HANRATTY holds one of Frank 's new checks as he stands before FBI DIRECTOR MARSH , who sits at the head of a long table . Deputy Director Deevers handles the introductions .Carl walks to the front of the room , stands in front of a SLIDE PROJECTOR .The slide changes .DIRECTOR MARSH is holding one of Frank 's checks , running his hands along the printed blue and white surface .

I'll give you thirty more agents and I'll bump him up to the ten most wanted list.

The President keeps his money in a bank. We'll tell him he's fair game like the rest of us.

Frank walks into the bar wearing a black suit . He sees his father sitting in the corner wearing a POSTAL UNIFORM and drinking a beer . The place is filled with the afternoon regulars , all watching TV . Frank walks up to his Dad and sets a DIME in front of him .Frank Sr . Reaches out , takes the dime .Frank stares at his father for a long BEAT .

Frank is clearly upset as he sits in the jump-seat , lost in thought . The PILOT gets out of his seat , turns back to Frank .Frank stares at the empty seat as the Pilot moves past him .The Pilot walks out of the cockpit , and Frank turns to theCO-PILOT .Frank gets out of the JUMP-SEAT , walks over and sits in the PILOT 'S SEAT . He looks at the instruments , the WHEEL moving on it 's own in front of him .Frank stares out the front window of t he cockpit -- the blackness in front of him - - hi s hands starting to shake as he slowly reaches up and puts his han ds on the wheel --The Auto-Pilot flips the switch , and Frank holds on for dear life as he flies the plane into the darkness .

Carl is sleeping in the chair in his office . The phone rings , and he quickly answers .INTERCUT WITH

MARDI GRAS is in full swing . A crush of people walking down BOURBON STREET . CARL HANRATTY is pushing through the crowd of people , Amdursky and Fox next to him as he makes his way into the crowd . Carl motions behind hi m where TWENTY AGENTS quickly split up and start walking thr o ugh Quarter . CLOSE ON FRANK Standing on a HOTEL BALCONY above B ourbon Street , wearing a MASK and watching the FBI AGE NT S as t hey move through the French Quarter . CARL HANRATTY turns and looks up at the balcony , staring right at Frank for a BEAT before he continues through the chaos .

An ENGAGEMENT PARTY is going on - - A HUNDRED PEOPLE IN ELABORATE COSTUMES AND GOWNS . Brenda , dressed in a mask and corset , is standing with some girlfriends -- showing them her engagement ring . Frank takes off his mask , and WE SEE the fear in his eyes-as he walks over to Brenda .

Frank pulls Brenda into the COAT ROOM . They are surrounded by fur coats , expensive black overcoats , a row of black hats . Brenda kisses him .Brenda smiles , thinks he 's joking .Brenda turns to Frank , trying not to get upset .before we go -- tell me your name .

Frank is packing a su itcase with HUNDRED DOLLAR BILLS . He is trying to get the sui tcase close , sitting on top of it -- the money spilling out the s ides .

A heavy rain is falling as Fr ank drives toward Brenda 's parents ' house . As he turns ont o their street , HE SEES FIVE PATROL CARS parked in front of th e use . Neighbors have lined the street , and TWO STATE TROOPERS are guarding the front of the house with SHOTGUNS . FRANK stops the car , stares in stunned disbelief at the police in front of the house . Sirens are wailing in the distance as Frank puts his head on the steering wheel and closes his eyes .

Robert and Carol are sitting in the living room with Brenda , holding her in their arms as two POLICE OFFICERS stand across from them . Brenda is crying , holding her cat as CARL HANRATTY kneels in front of her .Brenda keeps her face buried in her father 's shirt .

Frank is walking through an airpo rt . He rushes over to a TWA TICKET COUNTER that is closing down for the night .

I'm sorry, Sir, there's nothing until morning. This airport shuts down at eleven.

No. Miami i s the exit point. Now all we have to d o is ca tch him.

Frank is looking through a thick book . All of the entries are for 1938 , and Frank is quickly scanning pages . He stops when he sees the following entry . FRANK TAYLOR BORN DEC. 3 . 1938 . DIED DEC. 8 1938 . AGE -- FIVE DAYS . MOTHER 'S MAIDEN NAME - PENNER .

Frank walks up to a window at MIAMI CITY HALL and smiles at the WOMAN behind the counter .

I'll need your name, date of birth, mother's maiden name and the county and hospital you were born in_

Frank walks up to the window at the passport office .Frank takes the birth certifi cate out of his pocket and sets it on the counter .

A NEW PASSPORT sits on a desk in the plush , PENTHOUSE SUITE of the FONTAINEBLEAU HOTEL . Frank stands at the window looking out at a perfect Miami sunset as he talks on the phone .

Frank wears his pilots uniform and carries a black briefcase as he walks past a group of students who are protesting the war .

Three hundred students , ALL FEMALE , sit on the bleachers of a gymnasium staring up at MR. HENDRICKS , the DIRECTOR OF STUDENT PLACEMENT .Frank stands in front of the girls , who suddenly get very quiet .

Ladies, quiet down, please. As you all know, Pan Am has sent a pilot here to interview prospective stewardesses for a new Summer internship program. This is Captain Taylor, and he'll be talking to you today.

WE SEE FBI AGENTS , UNIFORMED COPS , UNDERCOVER COPS and local detectives all taking their positions in and around the airport . it looks like they 're preparing for war , and Carl Shaye is in the middle of it all .

Frank sits behind a desk holding a notebook as he INTERVIEWS a young FEMALE STUDENT .

When I hear the word abroad, I think of crossing the ocean and traveling to distant lands.

Frank has drawn a picture of an AIRPLANE ON A CHALKBOARD . He is pointing to various sections of the plane .

This is the moment of truth . Al l the girls are standing , and Frank is reading from a list .DEBRA JO comes screaming out from the sea of girls , hugging friends and crying as if she had just won the Ms. America Pageant .HEATHER SHACK screams and rushes into Debra Jo 's arms , the two girls screaming as Frank continues to announce the winners .

Miami Police Officers are spread out in front of the airport , looking bored as they drink coffee and pace back and forth . A STATION WAGON pulls up to the front of the airport , and TWO COPS WATCH as EIGHT BEAUTIFUL COLLEGE GIRLS walk out , all dressed as flight attendants , all holding luggage . The cops never even glance at Frank , who stands in the middle of the girls as they walk into the airport .

Frank walks through the packed terminal surrounded by the EIGHT GIRLS , all walking in stride , their hair and make-up perfect , every man in the airport turning to stare . Frank and the girls walk past TWO FBI AGENTS , who ca n't help but smile at the girls -- who in turn smile back .

CARL HANRATTY is sitting in a COFFEE SHOP that looks down over t he entire INTERNATIONA L TERMINAL . HE HEARS an announcement over the airport P.A . sy stem .in the distance , CARL watches as the eight girls walk toward him . He hesitates for a BEAT , then walks to the back of the restaurant and finds a WHITE PHONE .INTERCUT WITH

Will Mr. CARL HANRATTY pick a white courtesy phone. Mr. CARL HANRATTY, pl ease pick up a white courtes y ph one.

CARL HANRATTY is running through the airport , sprinting past Frank and the college girls as he makes his way outside .

FORTY FBI AGENTS and MIAMI POLICE OFFICERS slowly approach the white Cadillac . CARL HANRATTY has his gun drawn .The car door opens , a nd a 20- YEAR-OLD kid gets out of the car , his hands shaking a s h e st ares at Carl -- the pilot 's cap falling off his head .Carl lowers his gun , immediately turns back toward theairport -- watches as a BRITISH AIRWAYS JET takes off and flies overhead , banking left and sailing out over the ocean .

Do n't shoot me! I' m just a driver! A man paid me a hundr ed doll ars to wear this uniform and p ick someone up at the airport!

Snow is falling outside Carl 's office window , which overlooks a parking lot . Carl sits at his desk staring down at some COUNTERFEIT CHECKS . A SECRETARY WALKS in and hands him an envelope .Carl takes the envelope and slowly opens it . He pulls out a stack of BLACK AND WHITE PHOTOGRAPHS , all of which show the EIGHT COLLEGE GIRLS in various locations . There are shots of them on the SPANISH STEPS IN ROME , at the EIFFEL TOWER , in front of BUCKINGHAM PALACE , and in front of SCOTLAND YARD . A POSTCARD OF THE MONA LISA is inside the envelope , with the words `` WISH YOU WERE HERE '' written across the back .

The vineyards of Montpelier stretch across the Bas Languedoc valley , where tourists drive through on their way to the Mediterranean . Frank is eating an ice cream as he walks down the main street , the shops and restaurants open and busy for the summer . Frank stops a DELIVERY BOY on a bicycle .

Frank is knocking on the do or of the main house of a small vineyard . MONIQUE LAVALIER , 30 's , answers the front door holding a baby .Monique nods .Monique takes Frank by the hand , starts to smile .Monique hugs him , kisses his cheeks .

They send our win e by truck to the famous vine yards of Bordeaux and Burgundy, a nd they mix it with the good wine to t r ick t he people.

I have to pick Pappa up, his car is dead. Come with me, Frank, you can see where he works?

The entire family is sitting around the dinner table , staring at Frank as he takes a sip of wine .The family starts to laugh at him .Everyone laughs hysterically , and Frank joins in , the family laughing together as they eat Sunday dinner .

The wine here is shit. This valley only grows shit wine. It is used for stretching.

The Americans thi nk they are drinking only the best. But they are really drinking the shit fro m Montpelier!

Frank is sitting in the living room staring at a photo album . He sees the old picture of his mother and father sitting on the American tank .Monique hands Frank a color photograph . Frank looks at the picture , sees Paula standing with Jack Wright , holding a BABY in her arms .Frank stares at the picture , then hands the picture back to Monique .

Frank walks into a large classroom filled with COLLEGE FRESHMAN . He turns and writes his name on the blackboard : MR. WAGNER .

The family is eating di nner together , and Frank looks surprised as Pappa La valier brings a birthday cake out from the kitchen . As every one starts to sing-..Frank blows out the candles on the cake .

Frank is working in the garden , surrounded by roses . Monique walks out of the house .

CLOSE ON A PROFESSIONAL PRINTING PRESS , 90 FEET LONG , TENFEET WIDE . The giant machine fills warehouse . SIX MEN work in the massive press room , t he dea fening THUMP of the machine shaking the walls as it strug g le s to spit it out 10 COLOR PAGES a minute . WE SEE samples of their work li ning the walls -- FRENCH NEWSPAPERS , COLOR POSTER S , ADVE RTISEMENTS . CLOSE ON FRANK staring up at the giant PRINTIN his body limp , h is face cold . Pappa Lavalier , shift and smoking , walks toward him with a big smile .CLOSE ON FRANK Lost in his own world , his mind racing as he stares at every part of the machine -- his eyes cold with excitement and dread .

For color printing we set the back gears, then put the plates in up- side-down, pour the ink in last,

never when it's cold, then we roll the cylinder brakes until they catch...

The PRINTING PRESS is thumping and grinding , the lights low , the press room empty except for Frank , who stands at one end of the machine , his shirt off , working like a man obsessed as he operates the massive press by himself -- THOUSANDS OF PERFECT BLUE AND WHITE PAN AM CHECKS SLIDING OFF THE PAPER ROLLS AND DROPPING TO THE FLOOR .

Frank reaches into the bac k of the closet and pulls out his PILOT 'S UNIFORM . As h e sli ps on the jacket , Monique walks in and turns on the light . She s ees his suitcase on the bed .

CARL HANRATTY is sitting in his office trying to use an electric pencil sharpener , which is broken . As Carl pulls out a half- eaten pencil , Fox and Amdursky walk in holding an envelope , big smiles on their faces .

Carl , Wilkes , Amdursky and Fox are facing Director Marsh , a stack of checks on the desk in front of him .

I'm sorry, Carl. If we could n't catch' him here, we're not gon na catch him there.

Mr. Abagnale, you've served five years of an eighteen year sentence

I'd like you to loo k at something for me, tell me what do you think.

Frank, would you be interested in working with the FBI's fraud and counterfeiting unit?

Frank, we ha ve the power to take you out of prison. you'd be placed in the custody of t he FBI, where you'd serve the remainde r of yo ur sentence as an employee of t he federal government.

Carl paces in his office , holding the phone and talking much too loud , his voice echoing through the hallways .Carl slams down the phone , walks out'of his office .

Amdursky and Fox walk into the conference room with OLIVER , a heavy set man who looks terrified as they sit him down next to Carl .

POLICE DETECTIVE JULIEN , 40 's , sits at his desk doing a crossword puzzle in the middle of a busy French police station . His phone rings , and he answers .

Oliver is on the phone , nervously sitting behind Carl 's desk .Oliver translates as Carl paces in front of him .

His name is Detective Julien. He works in the vice squad in Paris

CLOSE ON DETECTIVE JULIEN sitting a t his d esk , his expression suddenly changing as he glances aroun d the s tation . He quickly puts the crossword puzzle away and whis p er s into the phone .

Frank steps out of the lobby doors or a hotel , walks toward a waiting limousine . A DRIVER opens the door for him -- a YOUNG KID that wears a black suit and hat .The limo drives off .

Frank stands at the counter of a stationery store , looking into a glass case filled with expensive pens .Through the window of the stationery store , Frank is watching a BANK .

CLOSE ON DETECTIVE JULIEN -- standing in the middle of Paris , looking down an endless row of massive banks .

A massive bank in the middle of the city . WE SEE Frank 's limo pulling up to the curb , and Frank waiting for the driver to open the door before he gets out .

Frank walks into the bank , takes out a leather case and opens it , revealing a checkbook . He takes his Waldmann pen from his pocket , smiles at a female TELLER .Frank turns the check over and endorses it . He hands the check to the teller , but she does n't take it .The bank teller is shaking and staring at Frank . He slowly turns around , sees DETECTIVE JULIEN standing behind him with his gun drawn .

Carl , Amdursky , and Fox are all half asleep , waiting in the FBI CONFERENCE ROOM . The clock on the wall reads 3 a.m. -- and the phone finally rings . Before he even picks it up , CARL HANRATTY starts to smile .

A packed courtroom . Frank 's hands and legs are shackled . He stands before a JUDGE who is reading his sentence .

Frank William Abagnale Jr., I sentence you to two years in Papigone prison.

Frank and CARL HANRATTY are sitting next to each other in the back of the plane . Through the window Frank can see the skyline of Manhattan . Amdursky and Fox are smoking in the aisle .Frank turns to Carl .Carl quickly takes off Frank 's handcuffs , and he jumps from his seat and runs into the bathroom . Carl stands in the aisle with Amdursky and Fox .

He committed su icide. I did n't want to be the one to t ell you.

Frank is on his knees , tears running down his face as he uses the METAL TIP OF A FORK to unscrew a hard plastic plate above the toilet . The screws come free , and Frank is able to pull the entire TOILET UNIT away from the wall . He makes his way into a tiny crawispace , then pulls the toilet back against the wall .

CARL HANRATTY checks his watch as a FLIGHT ATTENDANT walks past him and smiles .Carl knocks on the bathroom door .Carl tries to open the door .Amdursky starts kicking at the bathroom door , slamming his heel against the metal release . The door breaks free , and the three men stares in disbelief at the EMPTY BATHROOM .

The plane has landed and stopped short on the runway . WE SEE Frank crawling through a HATCH near the landing gear . He drops fifteen feet to the ground below , starts running across the runway .

All of the passengers remain seated as Carl , Amdursky and Fox stand in the aisle .As Carl starts moving through the plane , something outside the window catches his eye .

He sees Frank sprinting across the tarmac , making his way toward the terminal .INT . - AIR FRANCE PLANE MAIN CABIN . - DAY

A CHURCH CHOIR is singing COME HOME JESUS , Paula sitting in the front row in a pale blue dress and snow white hat . As the song ends , Paula se es Frank enter the large , empty church . He is dazed and off b alance , his body still weak from prison .Frank stumbles down the cent er aisle , dropping to his knees and fainting before he reach es t h e al ter .

Frank opens his eyes , sees his mother standing at the window in a PRIEST 'S PRIVATE OFFICE -- a cigarette in her hand , a row of collection plates on the desk in front of her ...Paula hands Frank some water . He sits up and stares at his mother .Paula lights a fresh cigaretteFrank walks toward his mother and takes the cigarette out of her mouth .He does n't look back at her as he walks out the door .

Frank looks dazed as he walks out of the small Church- As he makes his way down the steps , FOUR BLACK VANS speed up next to him , TWO TEAMS OF FBI AGENTS jumping out and grabbing him , throwing him to the ground as he rolls over without a fight , his body limp as he stares up at CARL HANRATTY .

Frank stands in front of his cell in the isolation wing of the prison . There are no bars , no windows , just square , individual cell boxes . Frank walks into his cell , the door closing behind him .

Frank is wearing his pr i s on jum psuit as he 's led into the visitor 's room and place d i n a chair that faces bulletproof glass . CARL HANRATTY is sittin across from him . They both pick up their phones .Frank does n't answer him .An awkward moment as Carl puts the cigarettes on the floor .As Carl starts to put the phone down .Frank stares at Carl for a BEAT .Carl hesitates , then opens his briefcase and takes out a CHECK . He holds it against the glass .

The prison is locked down , the lights out for the night . CARL HANRATTY and Director Marsh are passing rows of dark cells as they make their way through the prison .

Frank is sitting across from Carl and Director Marsh , a glass of milk in front of him . TWO GUARDS stand behind him with rifles . Frank is 23-years-old , but still has the boyish face of a teenager .Frank touches Carl 's jacket .Director Marsh takes an envel ope out of a briefcase , slides it over to Frank . Frank opens t he enve lope and pulls out a PAYROLL CHECK . He holds the check in h is hand , never looks at it .Frank brings the check to his nose , sniffs it .Carl and Director Marsh exchange a look .

SUPER : MARCH 29 1973 Frank wears a brand new black suit as he walks into the massive FBI BUILDING . He approaches a SECURITY GUARD .

Frank makes his way down a long hallway , passing other young men in dark suits who have come out of their offices to see him pass . Frank sees CARL HANRATTY standing at the end of the hall .Frank turns and stares at a door marked FRAUD . He casually walks inside .

A stack of files sit on Frank 's desk . There are hundreds of CHECKS , MUG SHOTS , PILES OF COUNTERFEIT MONEY . Frank looks out the window of his office , stares out at the DALLAS SKYLINE .

Frank walks through the door of a tiny , run down apartment . CARL HANRATTY stands at the door .Frank opens the drapes and looks out at a POLICE STATION that sits across the street from his apartment .Carl turns to walk out the door .

Frank sits alone eating a sandwich , looking through a BOOK OF MUG SHOTS . He stops when he sees his own MUG SHOT , the black and white picture staring up at him . Frank carefully rips the mug shot out of the book and puts it in his pocket .

Frank is walking the stre ets , carrying a small bag of groceries as he makes his way home . Something in a STORE WINDOW catches his eye , and F rank s tands frozen on the corner , looking across at a WINDOW DI SPLAY . CLOSE ON THE WINDOW OF A COSTUME SHOP . There are several MANNEQUINS dressed in different costumes . Frank slowly approaches the window , stares at a mannequin wearing an AIRLINE PILOT 'S UNIFORM .

Frank gets out of a taxi wearing the PILOT 'S UNIFORM . He pulls his cap down tight as he makes his way into the busy airport .

Frank sits alone at the airport coffee shop eating a hamburger and reading a COMIC BOOK . CARL HANRATTY walks into the restaurant and sits next to him .Carl grabs the check from Frank , puts some money on the table .Frank gets out of his cha ir , walks out of the restaurant . Carl follows him t hrough the a irport .Frank walks toward the AMERICAN AIRLINES ticket counter .Frank stares at Carl for a long BEAT .Frank turns to the gin ? ar the TICKET COUNTER .Carl watches as Frank walks th rough a door marked CREW ONLY , casually making his way toward the pla ne .

Carl sits at his desk drinking coffee . He checks his watch , then calls out to his SECRETARY .

CARL HANRATTY is using the slide projector and standing in front of TEN AGENTS , including Special Agent Wilkes .The briefing room door opens , and Frank walks in . Carl spots him in the darkness .The two men stare at each other for a BEAT .Frank walks to the front of the room , stands next to Carl .

Frank and Carl are sitting next to each other on a plane , both holding magazines and eating nuts . Carl is wearing a brand new BLACK SUIT . There are several other agents on the plane , including Amdursky and Fox .Frank looks out the window .Carl brushes some crumbs off his suit jacket .The two men sit in silence for a BEAT , staring down at their magazines , lost in thought .Frank turns to the wi ndow , slowly starts to smile as he looks out at the clouds . TITLE CARD # 1 FRANK ABAGNALE JR. HAS BEEN MARRIED F OR 25 YEARS . HE HAS THREE TEENAGE SONS , AND LIVES A QUIET LIFE IN TULSA , OKLAHOMA . SINCE HIS RELEASE FROM PRISON IN 1973 , FRANK HAS HELPED THE FBI CAPTURE SOME OF THE WORLDS MOST ALLUSIVE CHECK FORGERS AND COUNTERFEITERS . FRANK HAS ALSO DEVELOPED MANY OF THE SECURITY FEATURES THAT BANKS USE TO PREVENT CHECK FRAUD . HE HOLDS SEVERAL PATENTS ON THESE FEATURES , AND TO THIS DAY FRANK MAKES A ROYALTY ON ALMOST EVERY CHECK WRITTEN IN THE UNITED STATES . THOSE CHECK ROYALTIES PAY FRANK ABAGNALE MILLIONS OF DOLLARS A YEAR . TITLE CARD # 2 CARL HANRATTY RETIRED IN 1986 , HAVING BEEN AWARDED THREE DISTINGUISHED SERVICE AWARDS FROM THE FBI . FRANK ABAGNALE HAS FOUR . THEY REMAIN CLOSE FRIENDS TO THIS DAY .

There 's a huge traffic jam . Peter drives forward a bit at a time and he sees an old man with a walker on the sidewalk . The lane next to his is moving , so he switches lanes , only to have it stop and the lane he was on move . He switches back and then it happens again . The old man is now ahead of him . Cut to Michael , who 's rapping along with the radio . A black guy selling papers walks by and he shuts the windows and turns down the volume . He passes and he turns it back up again . Cut to Samir . He grabs the steering wheel and shakes it in frustration .He hits the steering wheel . Cut to Milton at a bus stop . TN He mumbles his coming lines , as he does with all his lines .

Oh no! Not again! Why does it say paper jam when there is no paper jam?! I, I swear to God, one of these days, I, I, I just kick this piece of shit out the window!

How come no one in this country can pronounce my name right? It's Na - gee - een - ah - jah. Nagaenajar

Peter, you, you always talk about this girl. If you're so obsessed with her, why do n't you just ask her out?

Well, I would invest half of it in? Mutual Funds and give the rest of it to my friend, Saheib, in Securities.

I ca n't believe they had security escort us out. Not like we're gon na steal something.

Shit, shit, shit, shit. Son of a bitch! Shit! This is a - fuck! Son of a bitch! Shit!

Wait, wait, wait a minute. Wait a minute. You just give us the name of one drug dealer. I could talk to him. I have good networking skills.

I do n't want to go to any prison! Why the hell did I do this?! I've never done anything wrong in my whole life! We were n't thinking clearly because you told us we were losing our jobs! And look at us now, we're, we're worried about going to prison!

Uh, they said I could listen to the radio at a reasonable volume from nine to eleven while I'm collating.

I, I told Bill that if Sandra's going to listen to her headphones while she' working, I can listen to the radio while I'm collating -

I enjoy listening to the radio at a reasonable volume from nine to eleven.

I, I do n't care if they, if they lay me off either, because I, I told Bill that if he moves my desk one more time, then, then I'm quitting. I'm going to quit. And I told Dom too because they've moved my desk four times. I used to be by the window, where I could see the squirrels and they were merry. But then they switched from the Swingline to the Boston stapler, but I kept my Swingline.

They have my staples for the Boston and I kept the staples from the Swingline stapler.

And if, if they take my stapler, I will, I will set this building on fire.

to Mr. Lumbergh and he told me to talk to Payroll and then Payroll, they told me to talk to Mr. Lumbergh. And I still have n't gotten my paycheck and they stole my stapler and they told me to move my desk to Storage Room B and there was garbage all over it and I do n't appreciate that.

Ok, I, I, I'm going to set the building on fire. I tell him, if I do n't get my stapler.

I'm going to have to get my stapler back because it is my stapler.

It's my stapler, the Swingline. It's been mine for a very long time.

Excuse me. Excuse me, Senor. May I speak to you please? I asked for a mai tai, a margarita, and a pina colada. I asked for no salt, no salt in the margarita. But it had salt in it.

If you do that again, I wo n't be leaving a tip. I wo n't be putting one down. Sir? I could check into a competing resort.

Bill drives into his special spot . -LRB- Reserved for Bill Lumbergh -RRB- He turns on the alarm for his Porsche -LRB- license plate : MY PRSHE -RRB- and walks in . Peter walks in too . Cut to inside . Peter pauses at the door and slowly reaches out to touch the metal handle . It gives him a shock and he enters . Cut to the cubicles . Peter goes into his . He picks up papers , turns on the computer and sits down .Bill comes up to Peter .He walks away .He picks it up but Bill 's at another cubicle .Peter tries to read his papers , but a loud radio -LRB- news -RRB- is bothering him . He stands up and sees it 's Milton .He sits down .Dom walks up .Dom nods .He walks away . Peter 's phone rings and he answers it .

Hello, Peter. What's happening? Uh. we have sort of a problem here. Yeah. You apparently did n't put one of the new coversheets on your TPS reports.

MMMM. YEAH. YOU SEE, WE'RE PUTTING THE COVERSHEETS ON ALL TPS REPORTS NOW BEFORE THEY GO OUT. DID YOU SEE THE MEMO ABOUT THIS?

Yeah. Yeah. Yeah. I've got the memo right here, but, uh, uh, I just forgot. But, uh, it's not shipping out until tomorrow, so there's no problem.

Yeah. If you could just go ahead and make sure you do that from now on, that will be great. And Uh, I'll go ahead and make sure you get another copy of that memo Mmmm, Ok?

But, no, no, no. I know you're allowed to, I was just thinking, like a personal favor, y' know?

Yeah. The coversheet. I know, I know. Uh, Bill talked to me about it.

I got the memo. And I understand the policy. The problem is, I just forgot this time. And I've already taken care of it so it's not a problem anymore.

Yeah. It's just that we're putting new coversheets on all the TPS reports before now before they go out now. So I'd really appreciate it if you could just remember to do that. from now on. That'd be great.

Corporate payroll, Nina speaking. Just a moment. Corporate payroll, Nina speaking. Just a moment. Corporate payroll, Nina speaking. Just a moment.

Milton, do n't be greedy. Let's pass it along and make sure everyone gets a piece.

Is this good for the company? Am I helping the best way that I can for the company.

Good. Well, uh, I'd like to, uh, welcome a new member to our team. Uh, Bob Slydell. Yeah. Uh, he is, uh, a consultant. Yeah. He is a consultant.

He'll be helping us out a little here, asking some questions, making sure things go a little more smoothly. Yeah. Oh and remember, next Friday is Hawaiian shirt day! So, y' know, if you want to, go ahead and uh, wear a Hawaiian shirt and jeans.

Hello Peter. What's happening? Um, I'm gon na need you go ahead and come in tomorrow. So if you could be here around nine, that would be great.

Oh, oh, yea. I forgot. I'm gon na also need you to come in Sunday too. We, uh, lost some people this week and we need to sorta catch up. Thanks.

Yah, hi. It's Bill Lundbergh. It's about ten o' clock, uh, wondering where you are.

YEAH, HI, IT'S BILL LUMBERGH AGAIN. I JUST WANTED TO MAKE SURE YOU KNEW THAT WE, UH, DID START AT THE, UH, USUAL TIME THIS MORNING.

YEAH, IT IS N'T A HALF DAY OR ANYTHING LIKE THAT. SO IF YOU COULD GET HERE AS SOON AS POSSIBLE, THAT WOULD BE TERRIFIC.

Yeah, it's me again. Uh, I was away from my desk for a minute. Just checking in case you called while I was gone.

From now on, you use the time sheets if you work on two or more job codes and you need the extra columns to fit it all in. Otherwise, use the old time sheets.

Uh, I'm going to have to ask you to move your desk. Now, if you could get it to go as far back against that wall as possible, that would be great.

That way, we'll have some room for more boxes and things we need to put in here.

Great. So if you could get to that as soon as possible, that would be terrific. Have a nice lunch, Milton. Bye.

Ooh, uh, yeah. I'm going to have to go ahead and sort of disagree with you there. Yeah. Uh, he's been real flaky lately and I'm not sure that he's the caliber person you want for upper management. He's been having some problems with his TPS reports.

So, Peter, what's happening? Now are you going to go ahead and have those TPS reports for us this afternoon?

Uh, yeah. So I guess we should probably go ahead and have a little talk, hmm?

That sounds good, Peter. Uh, and we'll go ahead and, uh, get this all fixed up for you later.

Uh, we're gon na need to move your desk downstairs into Storage B.

Uh, we have some new people coming in and we need all the space we can get.

And if you could could go ahead and get a can of psticide and take care of the roach problem we've been having that would be great.

Why do n't you move it a little to the left? That's right. Great. Oh, hello, Peter. What's happening? Uh, could you give me those TPS reports ASAP? Mmmkay?

Mmm. That is terrific. That is just terrific. I really, really appreciate it.

Since you're already down here, it would be great if you could get a ca of pesticipe and take care of the cockroach problem we've been having in here.

For now, why do n't you get a flashlight and a can of pesticide and -

Boy. I tell ya, one of these days. One of these days it's gon na be like

Lumbergh's gon na have me work on Saturday, I, I can tell already. I'm doing it because, because, uh, I'm a big pussy. Which is why I work at Initech to begin with.

Because I'm just another asshole customer. You ca n't just walk up to a waitress and ask her out.

Plus, I'm still trying to work it out with Anne. Oh, that reminds me. I'm not going to be able to play poker with you guys on Friday.

Anne wants me to go. She thinks it might help. Y' know, sometimes I just think, I keep thinking that she's cheating on me.

Ah, I ca n't do that. She might get all pissed off at me. Besides, I think the guy might be able to help. He did help Anne lose weight.

Our high school guidance counselor used to ask us what you would do if we had a million dollars and did n't have to work. And invariably, whatever we would say, that was supposed to be our careers. If you wanted to build cars, then you're supposed to be an auto mechanic.

I never had an answer. I guess that's why I'm working at Initech.

Lawrence, ca n't you just pretend like we ca n't hear each other through the wall?

I guess, yeah. I, I do n't know. Sometimes I get the feeling that she's cheating on me.

Let me ask you something. When you come in on Mondays, and you're not feeling too well, does anybody ever come up to you and say `` sounds like someone's got a case of the Mondays''?

Nah. Lumbergh's gon na make me come in this Saturday. I know it.

That's it? If you had a million dollars, that's what you'd do, two chicks at the same time?

I would relax, I would sit on my ass all day, I would do nothing.

So I'm sitting in my cubicle today and I realized that ever since I started working, every single day of my life has been worse than the day before it. So it means that every single day you see me, that's on the worse day of my life.

But is there any way that you, you could just sock me out so there's no way that I'll know I'm at work? Right here?

Can I just come home and think I've been fishing all day or something?

I was asking what you were doing for lunch. Would you like to have lunch with me?

Oh. I'll tell you what I'm gon na do. I'm gon na go next door and get a table and if you'd like to join me, no big deal. All right? And if not, that's cool too. Ok?

I sit in a cubicle and I update bank software for the 2000 switch.

You see, they wrote all this bank software and to save space, they put 98 instead of 1998. So I go through these thousands of lines of code and uh, it does n't really matter. I, uh, I do n't like my job. I do n't think I'm gon na go anymore.

I do n't know. But I really do n't like it so I'm not gon na go.

Y' know, I never really liked paying bill? I do n't think I'll do that either.

I want to take you out for dinner and then I wan na go to my apartment and watch Kung Fu. Did you ever watch Kung Fu?

I just came to get my address book. I'm not gon na stay. I've got a number I do n't wan na lose.

Michael, I did nothing. I did absolutely nothing and it was everything that I thought it could be.

Well, I generally come in at least fifteen minutes late. I use the side door, that way Lumbergh ca n't see me. Uh, and after that, I just sorta space out for about an hour.

Yeah. I just stare at my desk but it looks like I'm working. I do that for probably another hour after lunch too. I'd probably, say, in a given week, I probably do about fifteen minutes of real, actual work.

The thing is, Bob, it's not that I'm lazy. It's just that I just do n't care.

Eight, bob. So that means when I make a mistake, I have eight different people coming by to tell me about it. That's my real motivation - is not to be hassled. That and the fear of losing my job, but y' know, Bob, it will only make someone work hard enough not to get fired.

I do n't know. I guess. Listen, I'm gon na go. It's been really nice talking to be of you guys.

Good luck with your layoffs. I hope your firings go really well.

Not right now, Lumbergh. I'm, I'm kinda busy. In fact, I'm going to have to ask you to go ahead and just come back another time. I have a meeting with the Bobs in a couple of minutes.

Well, Bob, I have heard that and you got ta do what you got ta do.

There comes a place in a man's life and, uh, maybe that time for you is now, when it does n't hurt to think about the future.

Yeah. I, I, I. Listen, that virus you're always talking about. The one that, that could rip off the company for a bunch of money.

You're right. And even if they wanted to, they could never check all that code.

Yeah, I know, Michael. It's completely unfair. And I realized something today. It's not about me and my dream of doing nothing. It's about all of us together. I do n't know what happened at that hypnotherapist the other day ; maybe it was just shock. It's wearing off now, but when I saw that fat man keel over and die, Michael, I realized that we do n't have a lot of time on this earth. We were n't meant to spend it this way. Human beings were n't meant to sit in little cubicles, starring at computer screens all day, filling out useless forms and listening to eight different bosses drone on about mission statements.

that is not right, Michael. For five years now, you've worked your ass off at Initech, hoping for a promotion or some kind of profit sharing or something. Five years of your mid - 20s now, gone. And you're gon na go in tomorrow and they're gon na throw you out into the street. You know why? So Bill Lumbergh's stock will go up a quarter of a point. Michael, let's make that stock go down. Let's take enough money from that place that we never ever have to sit in a cubicle ever again. Your software works right?

That's the beauty of it. Each withdrawal is a fraction of a cent. That's too small to notice. Take a thousand withdrawals a day, space it out over a few years, that's a couple hundred thousand dollars.

Get your resume ready for what? Another job where they can fire you for no reason?

Look, I do n't know about you guys, but I'm tired of being pushed around. Are n't you?

Illegal? Samir, this is America! Come on, sit down! Come on! This is n't Riyadh! They're not gon na saw your hands off, all right? The worse they can do is put you for a couple of months into a while collar, minimum security resort! Shit, we should be so lucky! Did you know they have conjugal visits there?

You came here looking for a land of opportunity. And this is the knock of that opportunity. Tomorrow's your last day at Initech. You have two options

Ok, you guys give me that disk and I'll take it from there. Oh, but listen. Before we go any further, all right, we have to swear to God, Allah, that nobody knows about this, all right? No family members, no girlfriends, nobody!

Uh, do n't worry about him. He's cool. All right. Now here's how I see it all going down.

I can see this working. I got ta go. I got ta go. Joanna's coming over. Do n't worry! You're worrying! All right? Monday morning we're gon na check the account balance and everything will be all right. Do n't miss Tom's barbecue. I'll see you there.

Um, I'm not really at liberty to talk about it. I really ca n't.

So when the subroutine compounds the interest, right, it uses all these extra decimals places that just get rounded off. So we just simplify the whole thing and we just round it down and drop the remainder into an account that we own.

Ah, no. No. You do n't understand. It's, uh, very complicated. It's, uh, it's, it's aggregate so I'm talking about fractions of a cent that, uh, over time, they add up to a lot.

I do n't think, I do n't think I'm explaining this very well. Um, this Seven Eleven, right? If you take a penny from the tray -

No, that's the tray. I'm talking about the tray. The penny's for everybody.

Right. I'm just talking about fractions of a penny here, but we do it from a much bigger tray. A couple of million times. So what's wrong with that?

It's not wrong. Initech is wrong. Initech is an evil corporation, all right? Chotchkie's is wrong. Does n't it bother you that you have to get up in the morning and put on pieces of flair?

You know, the Nazis had pieces of flair but they made the Jews wear them.

Look, we do n't - I, I - we do n't have to talk about this. Let's just go to the barbecue, all right?

Well, that's exactly as you described it. Uh, listen, I, I heard about your settlement. Congratulations.

YEAH? WELL, MAYBE IT WAS N'T SUCH A GOOD IDEA FOR YOU TO SLEEP WITH LUMBERGH!

Yeah, I know him! I know him! He's my boss! He's my unholy, disgusting, pig of a boss!

He represents all that is solace and wrong! And you slept with him!

All right. Ok. All right. Let's try not to get pissed off at each other, all right? We'll figure this thing out together, ok? And the first thing we got ta do is we got ta close that account down before it gets any bigger.

What? We just hand them a check with the exact amount they're missing? I, I think they'd figure that out.

My girlfriend slept with Lumbergh, that's what I ca n't believe.

You ca n't tell anybody about any of this stuff I told you. I mean, we know a lot of the same people.

I'm going to go away for awhile. Uh, to jail. Yea, about that computer scam, you were right. it was a bad idea. I'm going to take the blame for it, I decided. I'm going to return the money and leave the confession under Lumbergh's door. Joanna, I wan na apologize. I had no right to get pissed off at you, Lumbergh is n't my problem. It was n't even the right Lumbergh. I do n't know why I ca n't just go to work and be happy, like I'm supposed to like everybody else.

Yeah. I may never be happy with my job. But if I could be with you, I think that I could be happy with my life. But if you could give it another shot, I promise, Joanna -

Yeah. Well, it's time to go face the music. You take care of yourself, cause I do n't wan na see ya.

I brought mine in a pail. Plus, Joanna's supposed to come by later.

This is n't so bad, huh? Making bucks, getting exercise, working outside.

Bill! We need you upstairs right away. Some major glitch in the accounting. A lot of money missing.

Paper jams in the printer .Samir grabs the paper out , tearing off the bottom part of it .Nina comes with papers .Samir gets it .He sits in his and Michael 's cubicle .Peter comes up to their cubicle .

There was nothing wrong with it. Until I was about nine years old and that no - talent assclown became famous and started winning Grammys.

I'm gon na find out the hard way that I'm not a pussy if they do n't start treating us software people better.

They do n't understand. I could come up with a program that could rip that place off big time. big time.

Nothing. Why do n't you just tell Anne you're not into hypnosis and you want to play poker with us?

An occupational hypnotherapist is n't going to help you solve any of your problems. And speaking of problems, what's this I hear about you having problems with your TPS reports?

Tom, every week you say you're losing your job and you're still here.

No, you're working at Initech because that question is bullshit to begin with.

If that quiz worked, there would be no janitors, because no one would clean shit up if they had a million dollars.

Samir, the point of the exercise is that you could figure out what you want to do. And then.

What the hell's going on, man? I thought you were going to come in here and start shooting.

What?! Peter, you're in deep shit! You were supposed to come in on Saturday. What were you doing?

Well, I hope you have a better story than that for Lumbergh. You know, you're supposed to be having your interview right now with the consultants.

Peter, Peter you, got ta postpone it man. Tell them you were sick. Make something up.

Yeah. Yeah. That's it. That's exactly what I need. Just give it to me. Come on. Come on, you little fucker. Let's go! That's what I need. Let's do that. Let's do exactly that, you little, fu -

Uh, no offense, there, Peter, but think about yourself, sport. You're the one who's been flaking out at work. Whatever that religious experience or whatever the hell it was, you better snap out of it, or you're gon na get canned.

It's pretty brilliant. What it does is where there's a bank transaction, and the interests are computed in the thousands a day in fractions of a cent, which it usually rounds off. What this does is it takes those remainders and puts it into your account.

A bunch of hackers did this in the 70s and one of them got busted.

No, you see, Initech's so backed up with all the software we're updating for the year 2000, they'd never notice.

Cockos! Samir and I are the best programmers in that place. And you, you have n't even been showing up and you get to keep your job.

I told those fudge - packers that I like Michael Bolton's music. God.

Of course it works. That's not the point. Look, even if it could work, I do n't know how to install it. I do n't know the credit union software loan.

Shit, I'm afraid. I have n't had a conjugal visit in six months.

All right. It works like a computer virus. All right? So all we have to do is load it anywhere into the credit union mainframe and it'll do the rest.

Oh shit! They, they probably wo n't notice it's gone for another two or three days.

Ok! Ok! I must have, I must have put a decimal point in the wrong place or something. Shit. I always do that. I always mess up some mundane detail.

Ok quit getting pissed at me, all right? This was all your idea, asshole.

I do n't know, I do n't know. I do n't even know what it means. It's something I think, I think coke dealers do.

LAUNDERING. TO CLEAN. NO, UH, HERE IT IS. TO CHANNEL MONEY THROUGH A SOURCE OR BY AN INTERMEDIARY.

Look, we're not asking you if you know about money laundering, we're just trying to see if you can hook us up.

I wish we had never done this. What are we going to do? You know what I ca n't figure out? How is it that all these stupid, Neanderthal, Mafia guys can be so good at crime and smart guys like us can suck so badly at it?

No. No. Y' know what I think? I think we're screwed. There's evidence all over that building to link it to us. Even if we could launder money, I would n't want to. If we're caught while laundering money, we're not going to go to white - collar - resort - prison. No, no, no. We're gon na go to federal - reserve - pound - me - in - the - ass - prison.

They 're sitting at a booth thing .He mimics a machine gun . Brian , a waiter , does it too , in Peter 's face .He goes to take some more orders .Cut to Joanna , a pretty waitress . Cut back to the guys .Peter sighs .

SO CAN I GET YOU GENTLEMEN SOMETHING MORE TO DRINK? OR MAYBE SOMETHING TO NIBBLE ON? SOME PIZZA SHOOTERS, SHRIMP POPPERS, OR EXTREME FAJITAS.

Tom , another employee , runs across the street , towards Samir , Peter and Michael .He hands them a piece of paper .

We're all screwed, that's what. They're gon na downsize Initech.

They're bringing in a consultant - that's how I know. That's what this staff meeting is all about! That's what happened at Initrode last year. You have an interview with a consultant and they bring in efficiency experts. You're interviewing for your own job!

I'm going to be the first one they're gon na lay off. Just the thought of having to go to the State Unemployment Office and having to stand in line with those scumbags!

You know there are people in this world who do n't have to put up with all this shit? Like that guy that invented the pet rock. You see, that's what you have to do. You have to use your mind and come up with some really great idea like that and you never have to work again!

The guy made a million dollars! Y' know. I had an idea like that once.

Well, all right. It was a Jump. to Conclusions - mat. You see, it would be this mat that you would put on the floor and it would have different conclusions written on it that you could. jump to.

Ah, look. I, I got ta get outta here. I'll see you guys later, if I still have a job.

Well, uh, uh, uh, because, uh, engineers are not good at dealing with customers.

Well, look, I already told you. I deal with the goddamn customers so the engineers do n't have to! I have people skills! I am good at dealing with people! Ca n't you understand that?!? WHAT THE HELL IS WRONG WITH YOU PEOPLE?!

I WAS HAVING SOME TROUBLE WITH THE SHIFTER HERE. IT'S JAMMED. I, I COULD N'T GET IT INTO DRIVE. I, I, I MEAN, REVERSE.

Ooh. Ooh. Uh, Peter, Peter, come here a minute. I want to show you something.

Well, thanks, Peter. y' know, I'm glad you're here because I wanted to talk to you. I know how you get depressed about your job and all, and I just wanted you to know that's how you feel. I used to be the same way.

Sure. Oh maybe I did n't whine as much, but I hated my job as much as you and I've been doing good for over thirty years!

They 're sitting there worrying .He goes to his cubicle .He knocks off the paper tray .

He enters , tired , and sits down on the couch . He then turns on the TV .Lawrence does so ; it takes him like ten seconds .He changes channels a bunch of times Pepsi commercial , a soap opera and another show . He stops on breast exam .He gets up .He sits down .Peter laughs .

HEY PETER - MAN! CHECK OUT CHANNEL NINE! IT'S THE BREAST EXAM! CHECK OUT THIS CHICK!

I'm sorry, man. I thought you'd wan na see this. Does n't this chick look like Anne?

Hey, she has n't been over here in a while. You two still going out?

I do n't know, man, I just get that feeling looking at her, like - I'm sorry, man. Look, I, I, I, I, I, I'm talking out of my ass. I do n't know.

I got ta wake my ass up at six AM every day of this week and drag myself up to Vascalinas. Yeah, I'm doing the drywall up there at the new McDonalds.

No. No, man, shit, no, man. I believe you get your ass kicked for sayin' something like that, man.

Well, when you work on an Saturday, he generally asks you at the end of the day, right?

The last few hours of the day. And turn off your answering machine, you should be home free then.

Damn straight, man. I've always wanted to do that. I figure if I were a millionaire, I could hook that up. Chicks dig guys with money.

You do n't need a million dollars to do nothing, man. Take a look at my cousin. He's broke and do n't do shit.

Hey Peter man! Check out channel nine! It's a breast exam! Whoo!

He 's in bed and he keeps hearing voices .Peter buries his head in his pillow .

Peter 's watch reads Friday 12 , 10:37 . Everyone 's standing outside their cubicles . There 's a banner that says `` Is This Good for the COMPANY ? ''

He 's on the phone with Peter .He hangs up and looks at his watch 4:45 . Peter looks around and sees Bill . He ducks and peeks to see Bill talking with some workers . He quickly tries to save his files , but the computer is slower than he 'd like . Bill is talking to other guys .He peeks over the wall again . The computer finally finished saving and he turns it off . He peeks over the wall but Bill 's not there . He gets ready to leave and almost runs into Bill .

A sign says Hypnotherapist ; Dr. Swanson , CCS ; Anxiety , Depression , Marriage , Weight Loss , Smoking , Insurance Cut to inside . Anne is with Peter . Opposite them are Dr. Swanson and two other patients .He faints out of the chair and everyone rushes to his aid .She runs to get help . Peter just sits there and smiles . The hypnosis thing apparently worked .

That's really not what I do, Peter. However, the good news is, I think I can help you. I want you to do something for me, Peter.

I want you to try and relax. I want you to relax every muscle in your body, from your toes to your fingertips. Now I want you to relax your legs. You're going to begin to feel your eyelids getting heavy as you slip deeper and deeper into a state of complete relaxation. the air of concerns to you is disappearing. Deeper, way down, your concerns about your job melts away. Way, way down. Now when I count backwards from three, you'll be in a state of complete relaxation. your worries, cares and ambitions will be gone. And you will remain in that state until I snap my fingers. Three. Deeper and deeper. Way down, way down. Two. Way down. One.

Peter, what is wrong with you?! First, you sit there while Dr. Swanson dies and you just walk out of the car and embarrass me in front of my friends. Do n't blame this on hypnosis either. That's total bull!

LISTEN, ASSHOLE. NO ONE HANGS UP ON ME. WE'RE THROUGH! AND -- HA - ONE MORE THING. I'VE BEEN CHEATING ON YOU!

Saturday morning , 8:00 . His alarm clock beeps and he sits up . He looks at the clock and decides to go back to sleep . Cut to later . Peter 's still asleep . The phone rings and the answering machine picks up .Cut to later . Peter 's still asleep . The phone rings again .Cut to later . Peter finally gets up . The answering machine has seventeen messages . He listens to them .Next messageNext messageNext messageThe phone rings . Peter answers it .Peter hangs up but Anne calls back .Peter gets back into bed .

Peter enters and goes up to Joanna at the counter .She goes to take orders .Peter shoves him out of his way and goes over to Joanna .He starts to walk away .

Well, our specials are barbecued chicken - it's actually right over there on the board.

Oh, are you serious? Yeah, I do n't, I do n't think I'm supposed to do that.

Uh, when you say `` next door'', do you mean Chili's or Flingers?

Oh my God, compared to Chotchkie's. I like the uniforms better anyways.

That's where you know, suspenders and buttons and all sorts of stuff. We're, uh, we're actually required to wear fifteen pieces of flair. quite stupid actually.

Yeah. Yeah. Although I did n't actually choose these. I, uh, I just grabbed fifteen buttons and, uh, I do n't even know what they say! Y' know, I do n't really care. I do n't really like talking about my flair.

Yeah, but I'm not about to go in and start taking money from the register!

Oh, what if you get caught? Oh, I, I, I, I just do n't know if this is such a good idea.

Peter! What is wrong with you? That was like to years ago! What, do you know him?

That is none of your business, ok? I did n't ask you who you slept with before we were together. I do n't care!

Listen to you! Who do you think you are? How dare you judge! Do you think you're an angel or something? No! You're this petty, stealing, wannabe criminal. man!

Ok. That's it. I'm done. I want to get out of the car. Stop. I wan na get -

Why do n't you call me when you grow up? Oh, wait, that's probably never gon na happen so just do n't call me, all right?

Huh. What do I think? Let me tell you what I think, Stan. If you want me to wear thirty - seven pieces of flair like your pretty boy Brian over there, then why do n't you just make the minimum thirty - seven pieces of flair?

Yeah. Yeah. Y' know what? I do. I do want to express myself. Ok? And I do n't need thirty - seven pieces of flair to do it.

There it is! I hate this job! I hate this goddamn job and I do n't need it!

I flipped off my boss. And some customers - actually a line just happened to be standing there, so.

Peter, most people do n't like their jobs. But you go out there and find something that makes you happy.

Bob Slydell and Bob Porter are interviewing Tom .CUT TO THE CUBICLES . TOM EXITS THE INTERVIEW ROOM AND MICHAEL ENTERS . Cut to inside .He nods .They laugh .The Bobs laugh .They stare at him .

So what you do is you take the specifications from the customers and you bring them down to the software engineers?

Well, then I got ta ask, then why ca n't the customers just take the specifications directly to the software people, huh?

TO BE HONEST WITH YOU, I LOVE HIS MUSIC. I DO. I AM A MICHAEL BOLTON FAN. FOR MY MONEY, I DO N'T THINK IT GETS ANY BETTER THAN WHEN HE SINGS WHEN A MAN LOVES A WOMAN.

HA HA! I feel the exact same way, but it must be hard for you, I mean, having the same name as him. I celebrate the guy's entire catalogue. But anyway, let's get down to business, Michael!

Aha! All right. We were just talking about you. You must be Peter Gibbons. Uh huh. Terrific. I'm Bob Slydell and this is my associate, Bob Porter.

Y ` see, what we're trying to do here, we're just trying to get a feel for how people spend their day. So, if you would, would you just walk us through a typical day for you?

Uh, Peter, would you be a good sport and indulge us and tell us a little more?

Believe me, this is hypocritical. But what if you were offered some kind of stock option and equity sharing program?

Right. So there's three more people we can easily lose. There's Tom Smykowski.

Just a second there, Professor. We, uh, we fixed the glitch. So he wo n't be receiving a paycheck anymore. So it'll just work itself out naturally.

Uh, we should move on to a Peter Gibbons. I had a chance to meet this young man and boy does he have Straight to Upper Management written all over him.

That's terrific, Peter. I, I, I'm sure you've, you've, you've heard some of the rumors around the hallway about how we're just going to do a little.

No! No, of course not. We always find it's better to fire people on a Friday. It's statistically shown that there's less chance of an incident if we do it at the end of the week. Anyway, Peter, what we would like to do is put you into a position where you would have as many as four people working right underneath you.

Do n't, do n't care? PETER It's a problem of motivation, all right? Now, if I work my ass off and Initech ships a few extra units, I do n't see another dime. So where's the motivation? And here's another thing, Bob. I have eight different bosses right now!

I looked into it more deeply and I found what happened was he got layed off about five years ago and no one ever told him about it. But through a glitch in Payroll, he still gets a paycheck. I went ahead and fixed the glitch.

We always like to avoid confrontation whenever possible. The problem is solved from here on, then.

It's that you have n't challenged him enough to get him really motivated.

All right, Bill. Let me ask you this. How much time each week would you say you deal with these TPS reports?

We're gon na bring in some entry level graduates for us to work in Singapore, that's the usual deal.

Peter is saving a table and Joanna enters .He motions to a chair .Peter looks at the buttons ' wearing on his suspender . One says We 're not in Kansas anymore . The one underneath says POOF .Joanna gets a weird look on her face .

He hears bill talking and eavesdrops .Milton puts his Swingline stapler somewhere else . The guys laugh .He walks off .

Peter enters in casual clothes . Milton walks up to him .He writes down Joanna 's number .

Peter enters .He does so .Cut to later . Peter is more relaxed .He shakes their hands .Cut to the cubicle 's . Peter walks past them and into the hall .Peter walks right past him .

Now, it's up to you whether or not you want to just do the bare minimum. Well, like Brian, for example, has 37 pieces of flair. And a terrific smile.

People can get a cheeseburger anywhere, ok? They come to Chotchkie's for the atmosphere and the attitude. That's what the flair's about. It's about fun.

Look, we want you to express yourself, ok? If you think the bare minimum is enough, then ok. But some people choose to wear more and we encourage that, ok? You do want to express yourself, do n't you?

Yeah. Or, uh, your lack thereof. I'm counting and I only see fifteen pieces. Let me ask you a question, Joanna.

Well, I thought I remember you saying you wanted to express yourself.

He takes a drill and removes the metal door handle . Cut to outside , where Bill has to park in the handicap spot . Cut back inside . Peter tears down the banner . Cut to outside . Bill 's Porsche is being towed away . They only manage to pull off the bumper . Cut to Peter and Joanna watching Kung Fu . They 're about to kiss .Cut to Peter 's cubicle . Bill checks his watch because Peter 's still not there . Cut to a lake . Lawrence , Peter and Joanna are fishing . Peter holds up a big fish . Cut to Initech . Peter enters with an Igloo cooler .He slaps him on the back . Cut to Peter 's cubicle . He puts the fish on his desk and starts to gut it . He throws its entrails on a stack of TPS reports . Cut to Peter and Joanna watching Kung Fu . Cut to Peter removing the screws in the cubicle wall . He pushes it over . It reveals a window and Peter relaxes .

Samir 's there , along with Michael and Peter .unemployment or early retirement . What 's it gon na be ?

They look at each other . Michael copies the virus and looks around . He gives it to Samir . Samir walks by Peter and gives it to him . He puts it into his computer and copies the file . He goes to Samir and Michael 's cubicle .Flashback . Tom 's getting drunk in his kitchen .Cut to Tom in his car .He backs out .We hear a bang from behind the closing garage door . Cut back to Initech , present .

LAST WEEK, AFTER HE FOUND OUT HE WAS GETTING LAID OFF, HE TRIES TO KILL HIMSELF BY RUNNING THE CAR IN THE GARAGE.

BUT THAT WIFE OF HIS COMES HOME EARLY FROM WORK EARLY AND FOUND HIM IN THE CAR AND TRIES TO PLAY IT OFF AS IF NOTHING HAPPENED.

BUT THEN AS HE BACKS OUT INTO HIS DRIVEWAY, HE'S SLAMMED BIG TIME BY A DRUNK DRIVER.

Sort of. He broke both his wrists, his legs, a couple of ribs, his back. But check it out. He's gon na get a huge settlement out of this. Like seven figures. He's getting out of the hospital this weekend and he's throwing a big party to celebrate. I'm thinking I'm gon na take that new chick from Logistics. I might be showing her my O face. Oh! Oh! Oh! you know what I'm talking about. Oh! Yeah. Right. See you guys there.

All right, Peter! Ooh! Ooh! Right on. Make sure you wear a rubber, dude.

They drop the printer . Samir stomps on it four times and Michael , eight times . Peter hands Samir a bat . He hits the printer twice and Michael takes over . He starts to punch it . Samir and Peter pull him away , but he runs back to destroy the evil printer . Cut to Peter 's place . Samir 's trying to break dance .

Samir and Michael open the front door . tom is in a full body cast and is hooked up to a bunch of stuff .-LRB- Peter and Joanna enter .They go into the kitchen . There 's a Jump to Conclusions mat . It says ? ; Jump Again ; Strike Out ; Could be ; Loose one Turn ; Yes ! ; No ! ; Accept it ; Go wild ; One step back ; Think Again ; Moot ! On the bottom are footprints , under the word StartIf you hang in there long enough , good things can happen . I mean , look at me . He laughs .

Conjugal visits? Not that I know of. Now, a minimum security prison is no picnic. I have a client in there right now. You see, the trick is, kick someone's ass the first day or become someone's bitch. Then everything will be all right. Why do you ask, anyway?

Samir and Michael are talking to Rob .His cup flies out of his hand and ice cubes go everywhere . Cut to Peter and Drew .Joanna waves .

He and Joanna are leaving the party .He stops and Joanna gets out .She slams the door and he drives off .

He 's having nightmares again .That dissolves into Bill , naked , holding a foot in one hand a cup of coffee in the other .Peter wakes up and breathes deeply .

It 's Bill 's 41st birthday . All the employees are singing the birthday song to him in a flat monotone . He blows out the candles and everyone claps .A slice is handed to Milton .He does so .Everyone gets a piece and Nina gets the last one . Milton has to watch everyone enjoy their piece .

Bill enters with a piece of cake .Dom enters .They go upstairs and Bill turns off the light .

Michael is looking up `` money laundering '' in the dictionary .Someone rings the doorbell .He hides the checks while Peter goes to the door .He opens the door .Cut to later . They 've got Steve in an armchair , trying to get him to help .He holds up his clipboard . Cut to later . Peter closes the door .Samir and Michael leave . Peter knocks on the wall .

HELLO SIR. MY NAME IS STEVE. I CAME FROM A ROUGH AREA. I USED TO BE ADDICTED TO CRACK BUT NOW I'M OFF AND TRYING TO STAY CLEAN.

I LIED. ALL THAT STUFF ABOUT ME BEING A CRACKHEAD WAS TO HELP ME SELL MAGAZINES. I'M A SOFTWARE ENGINEER.

I made more money selling magazine subscriptions than I ever did working at Initrode.

He dreams that they 're in court , with Rob as their lawyer .The judge bangs the gavel and Peter wakes up .

And now the sentence for these heinous crimes committed against Initech. I hereby sentence you, Michael Bolton and Samir Na. Ananajibad. to a term of no less than four years in federal - pound - me - in - the - ass - prison. Peter Gibbons, you've lead a trite and meaningless life. And you're a very bad person.

Peter is up , feverishly writing a confession . He tears it out and puts it into an envelope with the checks .

Peter sits on the hood of his car , trying to figure out what to do . Joanna comes out .They hug and kiss .He makes an annoying noise and gives them the finger .

Peter drives up . Cut to inside . Peter sticks the envelope under the door of William Lumbergh , Division Vice President . He walks away but frantically runs back and tries to get the envelope . He ca n't reach it and finally gives up .

Morning . Milton is talking to an secretary . Lumbergh has n't gotten to work yet .

Um, why do n't you go and sit at your desk. Mr. Lumbergh should be here any minute.

He 's packing his clothes . He goes outside and knocks on Lawrence 's door .They shake hands .

He 's driving along when he sees something . Cut to Initech . It 's on fire , big time . Peter joins the crowd of his co - workers and watches . Milton walks away quickly . A structure falls and Peter laughs . Cut to inside , a burning cubicle .

Peter is now a construction worker , working alongside Lawrence . Lawrence digs up Milton 's burnt Swingline .A car horn beeps . Michael and Samir step out of the car .

By Christopher McQuarrie Revisions by Christopher McQuarrie Will Staples Drew Pearce WHITE SHOOTING SCRIPT 24 SEPT. ' 14 4TH GOLDENROD REVISIONS 23 MARCH ' 15

An expanse of grass bordered by some distant trees. Hold on it for as long as you like - but eventually, there's the distinct buzzing of a cell phone, followed by an exasperated SIGH. BENJI, in a ghillie suit, laptop beside him, raises his camouflaged painted face and answers his phone.

It's a joke... because you... never change your hair. Or your expression...

What's in the box? I ask because it's sitting there rather ominously.

Yes, of course. Can't go anyway... Can't get the time off... I never used to think about time off. Work was always interesting. Seeing the world. Always something new every day. Stressful, sure, but... Never felt like a job, you know? Do what you love, love what you do...

I wonder if this is just a job to you. That would explain why you never smile. Unless, of course, you love not smiling.

Yes, I know. You'll ask me to answer truthfully. Then you'll ask me to intentionally lie. Let's go.

Six months I've been here. Half a year sifting through mountains of metadata, exabytes of encoded excrement. I've decrypted, processed, parsed and interlaced more data than anyone in my section. And every week you haul me in and ask me the same question in a different way.

You seem to think I have some obligation to him. Nothing could be further from the truth. Ethan is still out there in the field. And I'm stuck here answering for it. He has never called. We are not friends. I owe him nothing.

If you're going to bring me all this way, at least give me something a little more... dramatic.

Right, so - an European head of state is here at the same time as a nefarious terrorist.

I'm sure the two things are completely unrelated and, as you assured me, I'll be back at my desk Monday morning playing video games, no one's the wiser.

I have eyes. Searching. Great sketch by the way. Next time try a photo.

You don't actually believe that. What about the rest of her team?

More than once. Am I fighting for the right side? Should I really risk my life for a world that doesn't seem to care?

Or... these could all be just what they appear to be. A series of random disasters.

Ethan, I'm back. This is my life. This is what I signed up for. Let me help you find him.

That's not your decision to make. Ethan, I'm a field agent. I know the risks. More than that, I'm your friend - no matter what I tell the polygraph every week. You called because you needed my help. You still do. I'm staying. And that's all we're going to say about it.

It's a skiff. A secure computer facility. Off-line, ultra contained. Impossible to hack into it from the outside. It's essentially a digital safe-deposit box. Strange thing for a lady to be carrying in her sundries.

If British Intelligence knows the Syndicate exists, why don't they tell the CIA.

That's easy, we just impersonate the agent who stole the ledger in the first place - and I get to wear a mask!

Yeah, but, suppose we can beat all that, we'd be home free - right?

Bottom line: there's no way into that terminal unless your profile is pre-installed in the security system.

All security data is stored off- line in the liquid cooled array here, in the Torus-

So: I have to make it past gait analysis in order to access the computer room and steal the ledger.

For me to do that, all Ethan has to do is enter the torus, install my profile into the security system and escape through the service hatch.

How long would it take to free- swim from the intake to the surface?

Don't worry about him, alright - all he has to do is install the fake profile before I reach the gait analysis. It's the only way - you said it yourself. And that doesn't seem... impossible.

Important note: If you haven't switched that profile before I reach the last gate, I'm dead.

If you're not opening that hatch in two and a half minutes, you're dead. Assuming... you can hold your breath for three minutes, I mean.

You do not want to be in the torus when that happens. Believe me.

I knew you could do it - three minutes is nothing. I have to confess, I had this terrible feeling you weren't going to m-

You're going to be fine. Just a bit of sunshine, you'll be good as new.

I really appreciate everything you've done for me but, seriously, one of these days you're going to take things too far.

Triple encrypted, only accessible with a fingerprint, retina scan and a pass-phrase spoken by one specific person.

What I don't understand is why a red box would be sitting in a private data vault in Morocco?

If Lane wants it, you can be sure he has a way to open it. We just helped him steal it.

- sitting on a highly sensitive pressure trigger. So no sudden moves.

Everything you've done is because I wanted you to do it. From the moment I killed that woman in the record shop, I knew you'd stop at nothing to catch me. And I also knew Ilsa wouldn't have a choice. Whether she broke you that night you met or let you go, whether you let her run in Morocco, whether she went to Attlee or not...

Remember when I said some day you were going to take things too far... and that's me speaking - not him.

Luther? What the hell are you doing there? You have an assignment in Malaysia.

I can neither confirm or deny details of any such operation without the Secretary's approval.

Mr. Director, the Secretary was not just my mentor and superior. He was my friend. And I happened to be sitting next to him when he was killed serving his country. I don't see anything convenient about it.

Mr. Chairman, the IMF has operated without oversight for forty years.

The Committee shut us down. Operations have been handed over to the CIA. Ethan... There is no more IMF... I'm sorry... I've been ordered to bring everyone in.

With all due respect, you're making a mistake you may live to regret.

I have no way of contacting him. He was deep cover. The last I hears he was tracking the Syndicate.

Politicians and CEOs dying, banks collapsing, governments dissolving, and a lot of innocent people are dying in the process.

Unless these random catastrophes aren't random at all. And some of these dead operatives... aren't really dead. That might explain why the Syndicate is so hard to find. We're looking for the living...

Hear me out. If I'm reading this right... Ethan's telling us someone is recruiting operatives to attack the very same system that created them. A rogue nation. One who has no regard for collateral damage.

Consider for just a moment the possibility that Hunt's investigation led him to the opera. That he's the one with actionable intelligence.

The Chancellor of Austria has been assassinated. We believe Ethan and Benji were there. Hunley has handed this over to Special Activities Division. We have to find Ethan before they do.

They're not out to catch him, Luther. This is Hunley, we're talking about. The CIA.

They're going to kill him. Benji, too. Unless we can find them first.

DNA profiling, facial recognition, gait analysis... drone strikes. Drone surveillance.

And that guy can even read your vital signs over your home wifi? He knows you have a heart problem before your doctor does.

You just had to the get the four by four, didn't you! - Look out! It's a high speed chase!

If you mean a ministerial red box, you're talking about an actual box. Painted red.

What you're saying is, to be clear, this isn't a ledger at all. Which means we don't have proof the Syndicate even exists. We're back to square one. Only now we're all wanted by the CIA. Awesome.

That may all be true, it doesn't change the fact that we have a responsibility to warn the British Government, and not to gamble with the Prime Minister's life. Just so you can beat the guy who's beaten you at every turn. I'm sorry.

Are you listening to yourself? We are going to warn the British.

Ok. Let's get Lane. So tell me, how are we going to do what we've not been able to do thus far.

She set us up. She led us here. She knew this was going to happen-

Let's be clear. I'm calling you because I have no other choice. I'm trying to avoid a catastrophe.

And I'm not interested on seeing you kill my friends. If I'm going to betray them, I'm going it on my terms. Not yours. Keep your phone on. Instructions to follow.

We're supposed to take down the Prime Minister of Great Britain tonight - so - no.

Because there isn't. We do what we have to do for our friends. Right?

What matters is he's alive. I want assurance that he will stay that way.

Sir, Hunt is in possession of a virtual red box that can only be opened by you.

Mr. Prime Minister. I need the pass-phrase. The prompts is Kipling.

When the Prime Minister found out about the Syndicate, Attlee attacked him...

Sir... I can neither confirm nor deny details of any such operation without the Secretary's approval.

Man, I know Ethan Hunt. I don't know you. Except that you work for Hunley.

Understand something... Ethan is my friend. If I doubt you for one second whose side you're really on... I'll take you out.

Look at the sketches, Ethan is telling us what he knows. What do you see?

He trusts her. I'm betting he's already with her, or he's on his way. Find her, find Ethan.

Ethan... The mission is to bring down the Syndicate. If Lane gets his hands on this money, we're unleashing a terrorist's superpower.

Where Luther is on a laptop at the base of a massive antenna dish in a veritable field of them.

Intercutting the following conversation, but never revealing Ethan until his sprint along the wing. Benji hears engines whine, looks through his binoculars to see the plane's propellers turning.The plane's systems appear on Benji's screen.The engines roar, the plane moves.CONTINUED:BENJI. YES. THE PACKAGE. I GET IT.Benji looks to the plane through his binoculars. Sees no sign of Ethan.

You're Janik Vinter. They call you the bone doctor. Funny thing is, you were officially declared dead three years ago. Nice shoes, by the way.

London terminal is compromised. I repeat, London compromised. Agent... Agent in place is down. Request immediate extraction.

A face. He could have killed me but he didn't... He wanted something... Not information...

Focus operations on gathering any available intel regarding former covert operatives - it doesn't matter what country or agency - just as long as they're dead or presumed dead. Start with Janik Vinter, also known as the Bone Doctor.

I understand, Brandt. We never had this conversation. I've disappeared in London. You don't know if I'm dead or alive.

We don't. For your sake, you can't be seen with me. You have mail.

That's what we're here to find out. What I do know is he's out only possible link to the Syndicate. And I have reason to believe he's going to be here tonight. But I can't find him alone. Are you in?

After that, you're on a plane. Back at work Monday morning. No one is the wiser.

You're in enough danger as it is. I didn't want to involve you this much, but I had no choice.

Benji. Show's about to start. Just take your position and tell me what you see. Nice tux, by the way.

I assumed you were deep cover back in London. But isn't this taking the role a bit far?

We haven't formally introduced. I'm pretty sure she's British Intelligence.

You thought you'd put him in the hospital. Take him out of harm's way.

One man to kill the Chancellor if you missed, the other to kill you. A test.

Your new identity - passport, cash, move map, change of clothes in that bag - everything you need to make it back to D.C. Undetected. Once you're there, you'll have to inform on me.

Tell the truth. You came to Vienna believing you won two tickets to the opera. I attempted to recruit you into assassinating the Chancellor. You refused.

Your life depends on them believing you, Benji. It'll be easier if you tell them what they want to hear.

When Hunley asks, you sell me down to the river. It won't make my situation any worse.

It happens to the best of us. Of course, most of us come back from that place. But not all.

I was looking for him in the Bosphorus, the same day a car accident killed the visiting President of Malawi. He slipped away again in Jakarta, just before a passenger plane vanished over the Pacific with two hundred and thirty six passengers. I just missed him in the Philippines... right before a fire at a petrochemical plant gassed a village of two thousand people.

That missing plane was carrying the Secretary of the World Bank.

This wreck triggered a civil war. These are no accidents. They're links in a chain. The work of a single organization: the Syndicate. An army of lost souls trained to do what we do. Only now they have a sense of purpose.

Out to destroy civilization as we know it... And since Hunley shut us down, they've been escalating unchecked.

He was there, Benji. Every time. Just like he was there tonight. I'm sure of it. I don't know who he is, where he comes from or how he's funded, but I know he's the key. If I can bring him down, I can make everything like it was. Maybe even get you your life back.

That's why I brought you here, and look what happened. I gambled with your life tonight and I lost. I can't be sure how this ends. I can't protect you. That's why I need you to leave.

Because they don't want anyone knowing the Syndicate was created by one of their own.

The key to crushing Lane is sitting in that computer just waiting for someone to take it...

So to get the ledger, one of us needs to enter the torus and chance the security profile so that the other one can access the computer without being caught... That's the only way.

I don't know yet. Let's just try to make it through tomorrow alive.

Because she was after the same man I am. The man you should be looking for right now. Neither one of us is equipped to fight this guy alone.

It's the tendency of the human mind to focus only on facts that support a foregone conclusion.

Solomon Lane - that's the former British Agent you should be looking for.

The Brits don't want you to know he even exists. Ask yourself why.

A red box. The British government uses them for transporting state secrets.

Let's just think about this for a minute. First, the British hide the existence of the Syndicate from the CIA. Next, a file we believe to be the ledger turns out to be a top secret British government document. Lane worked for the British Intelligence. We can't be sure the person you're warning doesn't work for Lane.

Brandt! You don't know this guy. If Lane wants something to happen, you can't prevent it.

No, no we're not. We are going to find Lane. We are going to get Lane before he takes the Prime Minister.

You were just doing your job. That's all we're ever going to say about it.

It was supposed to protect British interests, but Lane went rogue and turned it against you, didn't he - And you've been desperately trying to cover it up. That's why you erased the disk when she brought it to you.

Now Director Hunley has some questions for you regarding Ilsa Faust... namely how you framed her.

You were certain we'd end up where we are right now... Then again... so was I.

I know you, Lane. Somewhere along the line you had a crisis of faith. Am I fighting for the right side? Should I risk my life for a world that doesn't seem to care? One day the answer was no. Human life didn't matter anymore or maybe it never really did. Either way, you'd killed too many innocent people without ever asking who was giving the orders or why.

You blamed the system for what you are instead of yourself. You wanted revenge. But Rome wasn't destroyed in a day. You needed help. You needed money. A lot of it. And you'll stop at nothing to get it. That's how I know I'm gonna put you in a box.

You like to play games. I have a game for you. I'll give you 50 million dollars to let Benji go.

You're looking at it. I am the disk. I memorized it. All two point four billion in numbered accounts. If that vest goes off, you get nothing. And without this money you're nothing. Without me you're nothing.

Right now you're thinking it's a bluff. I'd never let me friends die. I couldn't possible memorize the entire disk. There's only one way to be sure. Let Benji go.

The only way this ends is you and me, Lane. Face-to-face. Only this time I won't be locked in a glass box or half-dead on some highway.

You want your money... the bone doctor's gonna have to beat it out of me... Now let Benji go!

ETHAN HUNT, wearing a dark suit, sprints across the wing of this 4-engine turboprop towards the fuselage as the plane turns, headed for the runway. He slides down the wing flap, landing on the landing gear cowling, hauling himself up to the paratroop door by a windscreen as the plane accelerates.The plane taxis past Benji, who sees Ethan clinging to the para door, shouting at Benji as he passes - CONTINUED: OPEN THE DOOR. On Benji's screen: SYSTEM OVERRIDE: FAILED

Ethan looks down, the tarmac flying by at 80 mph. THIS IS NOT AN OPTION.

Brandt rockets to his feet, bringing his fists down on his desk shouting -

The plane LIFTS OFF, Ethan's clothes and skin rippling in the gale force wind as the world falls away at 180 MPH. He's certainly committed.

On BENJI, his fingers a blur. BENJI, OPEN THAT DOOR. RIGHT NOW. CONTINUED:He hits 'return'. On his screen: SYSTEM OVERRIDE - ENGAGED OPEN THE DOOR!Benji presses a key and -

The rear lift gate opens - far out of Ethan's reach. Ethan looks back - 'you've got to be kidding me.'

A warning flashes. The PILOT sees the lift-gate is opening by itself. Confused, he hits the button. Gets nothing.

The pilot hits the control again. Finally, he shouts something to the NAVIGATION OFFICER, who unharnesses and walks out.

The nav officer comes down the stairs from the flight deck and looks into the cargo hold. Strapped to the floor is a pallet filled with clearly- marked chemical warheads. Beyond that, the open lift gate. The officer steps over to the manual controls for the lift gate in the navigation suite.

On Ethan, his grip threatening to give out. BENJI, THE OTHER DOOR.

Behind the nav officer, the paratroop door flies open, and Ethan comes hurtling through it. The officer spins, sees - Now both the lift gate and the para door are open. But no Ethan. The officer walk down to check out the para door. Behind him, Ethan stands, having slid around the corner of the pallet. The officer turns, Ethan ducks. The officer walks around, looks at the open para door, looks down the length of the pallet along the other side. Still no Ethan. Reveal Ethan, now crouched against the cargo on the side facing the cockpit. He flips through a couple of latches on the floor, grabs the resulting loose nylon straps. The officer walks back to the manual controls for the lift gate - but before he tries again, he senses something, and turns. CONTINUED: There's Ethan, hurriedly strapping himself to the pallet. He looks up. Their eyes lock for a moment before Ethan reaches up and pulls a ripcord, causing a cargo parachute to jettison out the lift gate. The officer pulls out a handgun, but can't squeeze off a single round before Ethan, in an insanely rapid exit, rides the pallets out the lift gate, pulled by the parachute unfurling behind them. Whooooooosh.

The nav officer walk in slack-jawed.The pilot and co-pilot turn to him.The pilot blinks.CUT TO:

The parachute holding the pallet deploys. Ethan holds on as the pallet descends rapidly towards the city. He passes a cell tower on top of a building, floats over a government building quadrant where an official car pulls up. Ethan jumps off the pallet onto a roof. Squads of soldiers in ceremonial dress stand to attention and salute as a dignitary steps out of the car to greet the waiting party when the pallet smashes into the dignitary's SUV, crushing it. The soldiers dive for cover. CONTINUED: Ethan watches from the roof as the pallet spills more cannisters.He ducks out.

The strains of Ella Fitzgerald and Louis Armstrong singing "They Can't Take That Away From Me." Then London appears at the shimmering, rainy best. HIGH ABOVE Piccadilly - the streets busy and alive - ZOOM IN SLOWLY to a SINGLE FIGURE, walking toward:

Ethan, looking a little worse for wear, walks in.He turns to find a SHOPGIRL (20s) behind the counter, glasses perched on the end of her nose.He walks into the stacks, casually flipping through a few titles.CONTINUED:The woman's demeanor changes very so slightly. She reaches under the counter and produces a blank, white record sleeve.Ethan approaches, takes the record. She nods to a listening booth at the back of the store. As Ethan turns to walk away.He stops, looks back. After a beat, he nods.He considers the question, decides it's one better left unanswered, and continues towards the booth.

Ethan enters, closes the heavy, sound-proof door and studies a state-of-the-art record player. He opens the glass lid, pulls out a record from its white sleeve, places it on the player and starts it spinning. A beam of light from the needle arm illuminates the underside of the upright lid, making a small screen. ECU on the needle, riding the groove of the record. A VOICE is heard -- male, smooth and authoritative.The beam projects a schematic of the A400, the weaponry, a large metropolitan area flashing red.The beam projects photos of three men Ethan saw on the plane.On Ethan, his brow furrowing at the mention. CONTINUED:Ethan cocks his head - something is very wrong.Ethan abruptly turns, reaches for the doorknob, finds it LOCKED. Through the glass he sees: The shopgirl. A MAN stands behind her, pistol to the back of her head, staring at Ethan not so much with malice, but confidence. This is SOLOMON LANE.Ethan pounds on the door with closed fists, the Shopgirl terrified, eyes pleading.Solomon's finger caresses the trigger - PULLS IT. He turns and casually walks out.The beam simultaneously projects the countdown 3, 2 - Ethan stands back and kicks the door, over and over, as the spinning record begins smoking behind him, a toxic cloud filling the booth, overtaking him.

Good evening, Mr. Hunt. The weapons you recovered in Belarus were confirmed to be VX nerve gas, capable of devastating a major city.

The bodies of the aircrew were found less than 24 hours after they landed in Damascus. They were identified as low-level Chechen separatists - with neither the access or the ability to acquire the weapons they were transporting.

This would support your suspicion that a shadow organization is committed to inciting revolution by enabling acts of terror in nations friendly to Western interests. The IMF suspects this to be the same organization you have been tracking down for the last year. The IMF would be right.

Normally, you and your team would be tasked with infiltrating and disrupting this terrorists network. But we have taken steps to insure that this will not happen.

Because we are The Syndicate, Mr. Hunt. And now we know who you are.

Your mission, should you choose to accept it, is to face your fate. Pursue us, and you will be caught. Resist us, and you will be killed.

And your precious Secretary will disavow any knowledge of your actions.

Good luck, Mr. Hunt. This message will self-destruct in 5 seconds... 5, 4,

Pulling back slowly from the smoke filled booth. All we can see are Ethan's hands pounding the glass.

Lane emerges onto the street and walks away. He places a cigarillo in his teeth and runs a match along the wall, IGNITING IT, taking us to the: CREDITS CREDITS. The fuse, the theme, flash-forwards that tease the action to come, all of it ending at -

This is not an isolated incident. The IMF's misadventures date back to my earliest days in the CIA - when the IMF broke into the CIA to steal a list of covert operatives

Closed session. Reading lamps illuminate the faces of SIX MEN on the dais. CONTINUED: In the center is THE CHAIRMAN (60s), a silver lion of a statesman with a commanding presence. They face TWO FIGURES in the gallery. One is CIA DIRECTOR ALAN HUNLEY (50s) sitting next to Brandt in the hot seat, facing the panel.The six man panel shifts it's gaze to Brandt.Hunley stands and walks away to the TV screen, remote in hand.He clicks the remote. An image of the Kremlin appears.He clicks and a second image of the Kremlin appears - a pile of smoking rubble.The panel looks to Brandt again.CONTINUED: (2)CONTINUED: (3)WITHOUT THE IMF YOU'LL HAVE- CRACK. The Chairman's gavel brings silence.

-clipped the TransAmerica Pyramid before plunging into the San Francisco bay -

- all this made possible by IMF agents who did willingly provide the launch codes to a known terrorist. Do I have that right, Agent Brandt?

This was the same week - the same week, mind you - that IMF agents infiltrated the Kremlin.

-without the Secretary's approval. We know. Until this panel appoints a new Secretary, you can't say much of anything, can you, Agent Brandt?

Mr. Chairman, the IMF is not just a rogue organization, it's an outdated one -

-The time has come for the IMF to be dissolved and it's salvageable assets transferred to the CIA-

The panel recognizes the IMF's contribution to global security... But the events laid out by CIA Director Hunley also show a pattern of wanton brinkmanship and a total disregard for protocol. From where I sit, your unorthodox methods are indistinguishable from chance. And your results - perfect or not - look suspiciously like luck. I'm afraid today is the day when the IMF's luck runs out.

My only regret is that your principal agent of chaos wasn't here to see what happened today. Now Brandt, since we're going to be working together I want you to choose your words very carefully. Where is Hunt?

Let's cut the bull. You know who we are, what we are capable of. How is it that the CIA has never uncovered any actionable intelligence regarding this "Syndicate"?

Where are they based? What is their ideology? Who are their members? Who is their leader? Do you, in fact, have any Syndicate intel not furnished by Ethan Hunt himself?

Not implying. Stating. Leveling an accusation. Hunt is both an arsonist and a fireman at the same time. I believe the Syndicate is a figment of his imagination - created to justify the IMF's existence. Well, I'm going to find him, Brandt.

And when I do, he'll be called to answer for every wanton act of mayhem he's responsible for. Welcome to the CIA.

Set your watch, Brandt. Hunt is living his last day as a free man.

He resurfaced again. This time in Cuba. He left this behind. Tell me what do you make of this?

They're all missing or dead. Every one. All of them were government agents. Russian, French, British, Israeli, you name it. These are highly classified files. Hunt has no problem collecting them? He always manages to stay one step ahead of us. I'm wondering how.

Less than twenty-four hours after we interview Benji Dunn about Ethan Hunt, he's on a plane to Vienna with tickets to the Opera. Within six hours of his arrival, the Chancellor is dead. That might be circumstance to a public defender, but to the CIA, that is actionable intelligence.

Consider for just a moment that Hunt has taken his delusion to the next level. That his little rogues gallery is actually a trophy room.

On the contrary. I know him just enough. You know him too well. In any case, finding him is no longer a pet project. Special activities Division has full discretion.

You've had a very busy weekend - participating in the assassination of the Austrian Chancellor, drafting a former colleague into an imaginary witch-hunt, breaking into a secure computer facility and streaking down a Moroccan highway doing a buck-eighty on a motorcycle with no helmet. You, sir, have single-handedly redefined the term covert operative.

And yet I owe you an apology. See, I was convinced the Syndicate was a ruse created entirely by you. But you know what makes the CIA great? Why we'll always win? Because we confront something no one else can: Truth. We face it, no matter how ugly. We accept it, no matter how hard. And we deal with it, no matter what it takes. And the truth is, I was wrong... The Syndicate isn't a figment of your imagination after all. It's a figment of hers.

You don't think I made that assumption Hunt? I've been a spy since you were eating lunch out of a paper bag on the playground.

Being the courteous sort, I put in a call to my British counterpart before targeting one of his own. Seems the Brits have been just a half-step behind her since she took her skills to the open market - saboteur, assassin, you name it. In fact, the more they told me about this woman, the more familiar her story sounded...

Jakarta, Manila, the Bosphorus... Every one of the attacks you attribute to the Syndicate. She was there.

You destroyed your entire life trying to prove there's a Syndicate. But the truth... The truth is it was just her. A woman who had your number from day one. Her own people confirmed it. And the Brits didn't just give me the green light to take her out, they signed it Tally Ho.

Came here? You must've fall off that motorbike pretty hard. You were captured and brought here. Because Brandt and Stickell were smart enough to pick the winning side.. More than I can say for your pal, Benji, when I find him. How long do you think he'll last in Leavenworth?

I can help you, Hunt. I can get you twenty minutes of sunshine every weekend for the rest of your life... Tell me where she is.

Have you informed the British government that Hunt is targeting the Prime Minister?

You've learned more bad habits from your friend, Brandt. The worst being the belief that you can control any outcome.

Too long to explain, I'm afraid. But I have a reason to believe the Prime Minister's life is in danger.

That's one way to put it. In any case, we need to warn the Prime Minister.

Hunt was part of a disgraced intelligence agency that has since been dissolved.

At first we believed he had fabricated this network in a tragic bid to justify his agency's existence. But new intelligence suggests he has been manipulated by one of your former agents.

Sir - William Brandt, a former colleague of Hunt. He came forward with first hand knowledge of the plot against you.

Please. Hunt is uniquely trained and highly motivated - a specialist without equal and immune to any countermeasures. There is no secret he can't extract, no security he can't breach, no person he can't become. He has most likely anticipated this very conversation and is waiting to strike in whatever direction you move. Ethan Hunt is the living manifestation of destiny. And he has made you his mission.

Hunt, I hope you realize you've just set US-UK relations back to the declaration of independence.

It's quite simple, really. We had reason to believe the Syndicate had infiltrated our government at the highest level. For our man to infiltrate the organization, his cover needed to be absolute. The entire operation was known only to myself, Agent Brandt and a handful of IMF operatives.

Six months ago you stood before this panel and demanded that the IMF be dissolved.

So... the shuttering of the IMF was all part of an elaborate scheme to expose this so-called Syndicate.

Which is why you're here today asking that the IMF be reinstated.

I'm not sure the committee approves of your methods, Director Hunley.

CLOSE ON: Ethan's eyes, closed, lids fluttering. Then his eyes open suddenly. Ethan's eyes quickly focus. His arms are over his head, suspended by a strap around an upright steel pipe. His jacket and shirt are folded neatly on the table beside a rabbit foot's key chain with a single cuff key - presumably for unlocking Ethan's shackles. Ethan tugs at his restraints, looks up, sees the pipe does not go all the way to the ceiling. Before he can consider his next move, the door opens. A WOMAN enters (30s) - attractive, well-dressed. Ethan glimpses TWO ARMED SENTRIES out in the hallway before the door closes. CONTINUED: The Woman carries a small tray in one hand. She places it on a table, removes her jacket and puts down the tray revealing two needles and several vials of liquid. The door opens and FIVE MORE FIGURES enter. Faces we've never seen before. They stare at Ethan as if we were in a zoo - a thing to be studied. The fifth man is a SCARY BLOND we'll call JANIK (40s). This guy is trouble. The Woman confronts Janik, speaking in Swedish. Ethan studies them as:JANIK closes and bolts the door.He walks directly up to Ethan, looming over him. He takes off his jacket, rolls up his sleeves. Something about Janik strikes Ethan as curious.Janik punches Ethan.Janik walks over to the table, pulls a box out from underneath.Janik smiles, opens the box, revealing surgical tools - a saw, a hammer, etc. CONTINUED: (2)Janik and the Woman look at Janik's feet.The Woman looks at her own shoes, then Ethan. She can't believe this guy. She walks up to Janik.He walks away from her back to Ethan.Janik punches Ethan in the gut, twice. Ethan takes it as well as can be expected.He punches Ethan again, twice.Janik looks at her. She's struck a nerve. He walks to her, looming. Janik punches Ethan in the ribs, twice.CONTINUED: (3) Janik punches Ethan again, in the face this time.The Woman quietly palms the rabbit-foot key-ring in her hand.Vinter crosses the table. The Woman counters to the other side of the room, staring at Ethan. Vinter picks up any tool you like. Ethan notices an object in the Woman's hands. A rabbit's foot with a cuff key on it. From this vantage, only Ethan can see it. Vinter and the other goon are none the wiser. She gives Ethan a look that says "do something". He's not sure what she means. She does it again. Vinter approaches with the tool. Ethan braces.Vinter turns his head to address her and: WHACK - Ethan kicks up both feet, catching Vinter in the chest and sending him flying. All eyes in the room follow the flying Swede. In an instant, the Woman throws the rabbit's foot. Ethan catches it. \[FIGHT ENSUES\]

Staring at the steel door from the outside. Five gunshots ring out. Then silence. The Sentries exchange a confused look.

WIDE SHOT of all five men on the floor. Incredulous pause. Then: CONTINUED:A knock on the door. One of the sentries calls out. When he hears no reply, he bangs, shouts louder.Ethan follows her out of the chamber as Vinter slowly comes to.

She walks toward a cage door at the end of the hall, opens it. Ethan steps through to make sure the way is clear. To his surprise, she slams it behind him. Ethan grabs the gate, yanks it. Locked.Ethan hesitates. The sentries are slamming against the door, trying to break it down. He hesitates.The Woman turns and runs out. Ethan hears shouting. He backs up and races down the long corridor as Vinter and the other Sentry run round the corridor and fire at him through the locked gate. \[OMITTED\]

A hand connects a modern version of an analogue phone terminal. THE OPERATOR connects a cable and answers.

A cell phone rings. A hand picks it up. REVEAL WILLIAM BRANDT (30s).He taps the screen on his phone. We hear three beeps.Ethan closes his eyes: sees Lane walking away from him in the record store. CONTINUED:Ethan thinks. Remembers the record player. Realizes:\[OMITTED\]

Brandt is looking down the corridor at the panel members filing out of the conference room, Hunley's look to Brandt is unsettling. Brandt keeps on eye on him throughout:CONTINUED: Ethan looks down to reveal he's holding a compress to his side. He's been shot.Brandt looks up and sees Hunley approaching. He speaks quickly.Brandt hangs up, leaving Ethan alone in the world. He erases his phone. Looks up to see- \[OMITTED\]

Hunley walking out of the Chamber towards him.Hunley turns back to face Brandt.CONTINUED:CONTINUED: (2)As he leaves:BLACK. SILENCE. TITLES: SIX MONTHS LATER

TITLES: HAVANA, CUBA ZOOM IN SLOWLY on a coastal shanty town. The sound of intense breathing O.S.

The home of a laborer. A bed, a basin for washing, a hotplate, few pots and pans. The breathing continues. REVEAL Ethan, his face covered in a bears and moustache, his hair slicked back, his skin tinged by the sun. He has a recently healed scar on his side. He's doing pull-ups, breathing steadily. On the table in the center of the room we see cut up newspapers, a ball of red twine, pencils, scissors, the remnants of some project.

The dark heart of the CIA's technology-centric universe. Low lights emphasize large monitors watched by YOUNG TECHNICIANS. TWO DRONE PILOTS prowl the skies half a world away. Hunley strides out his office past a Technician in front of a bank of screens. CONTINUED:Hunley goes down the stairs as we find Brandt watching him from the balcony. He strides through the main war room.He stops next to LAUREN (20s), his right hand and the epitome of the new CIA and leans down to a Technician sitting in front of a large monitor. On the center screen, we see that aerial shot of the shanty town. Our establisher was a CIA drone.A TECHNICIAN presses a button.On the center screen, two local vehicles, both junkers meant to avoid attention, screech to a halt in front of the building. On a second screen, we see video from inside the cars. Each is occupied with SOLDIERS (based on their haircuts). All wear civilian clothes, trying badly to look local. Half of them wear head-mounted cameras, transmitting what they see back to Hunley. They bail out and:

THE DRONE P.O.V. watches the soldiers from above as they rush the front door of the grungy building.

The Military men approach a door at the end of a hallway, weapons drawn.

Hunley can hear Ethan's breathing just inside the room. With a look his men in Havana count 3, 2, 1- And crash through the door. Hunley watches as the men rush in, fan out, search the small apartment. No Ethan, no pull-up bar, no table covered with trash.

Just a cell phone on a chair, propped up and facing the door. The screen is blank, but we hear the sound of Ethan's breathing on the speaker.

Aerial establisher of the city of light. Push in slowly on a small apartment window. Inside it, we find:

Ethan Hunt, half a world away, watching via cell phone as the CIA searches an apartment in Cuba. He drops to the floor, shuts off the phone.

Brandt joins Hunley.Something catches Brandt's eye. CONTINUED:Hundreds of miles away, a soldier faces the wall of the grungy apartment revealing: A map of the world. On one side of the map are newspaper clippings: bank collapses, assassinations, acts of sabotage such as plane crashes. On the other side of the map is a perfect grid of photographs. Dozens of them. Each is a simple dossier- style image. Each is marked with one word, be it English, French, German, Russian... PRESUMED DEAD, DECEASED, TERMINATED. Some of the photos have been taken from the grid and pinned to the map along with a gloomy article. Brandt hits a button. The giant center screen freezes on the collage.Hunley shakes his head and walks back to his office. He passes the Tech.On the next screen, a soldier picks up a lone sketch from a rickety table: a drawing of the Woman, less like a composite sketch and more like a portrait. Brandt takes notes. The sound of epic opera music takes us to:

Clean lines, cleaner surfaces. A place for sifting through trillions of bits of data, overlooking a massive array of data servers. Welcome to the age of big data. Here we find: BENJI DUNN (30s), once bookish, now a bit rugged, hard at work on a keyboard, presumably crunching code with the most powerful computer on Earth. REVEAL: He's playing Halo on a three screen array. He glances up at a rear view mirror strategically placed on the screen, sees someone coming, he pulls off his headphones and the opera music instantly stops. He hits a button and the game vanishes, replaced by: Three screens: 1) email 2) streaming raw code (which he types nonstop) and 3) a browser in Chinese as: A CLERK drops the day's mail on his desk and moves on. Benji picks up the mail and sifts through it, finding one piece in particular that catches his attention. He opens and removes a BROCHURE and a letter. The brochure reads: YOU'VE WON! VIENNA OPERA He smiles bitterly, almost disappointed. The phone rings, startling him. He answers:Benji's face darkens.\[OMITTED\]

Lauren is strapping Benji to a polygraph. The process is rather intimate - blood pressure cuffs, chest straps, etc. A legal-size box sits on the center of the table. After a long silence. CONTINUED:Lauren doesn't answer.Lauren doesn't answer.She fastens one last strap, bringing them face to face. She stares at him expressionless.CONTINUED: (2) There is some flicker in her eyes - a hint of her guard coming down.Lauren takes a seat at her laptop.His vitals fluctuate.His vitals don't fluctuate. The door opens and Hunley enters Brandt follows. Benji is instantly nervous. Hunley walks up, staring at Benji, making him even more tense.Benji's vitals jump. Hunley makes note.Hunley opens the box, throws down a pile of newspaper clippings, hand-drawn images of Lane and the woman, along with photos of how it had been arranged in Havana. CONTINUED: (3) We see stories of plane crashes, fires, a seemingly random mish-mash of disasters.He tries to smile, but withers under Hunley's gaze.Benji shrugs.Brandt and Benji exchange a look.CONTINUED: (4)No fluctuation. Lauren is convinced. And is Brandt.

Benji walks back to his station. Across the atrium, he sees Hunley watching him from his glass enclosed room.

Brandt, sifts through the papers on the table.Hunley doesn't reply. CONTINUED:Hunley shakes his head, dismissing.Brandt focuses on two images in particular: The sketches of Solomon Lane and the Woman.

Benji angrily returns to his desk, sits down, tries to resume working. He stops, looks down at the brochure and tickets on his desk. YOU'VE WON! VIENNA OPERA Long pause. Fuck this. He grabs the envelope and leaves.

Benji emerges from a train in a tuxedo, feeling pretty good about himself. He takes only a few steps when a hooded musician presses a manila envelope into his chest and walks away without saying a word. Benji opens the envelope, pulling out a program for the Vienna opera, and a pair of dark-rimmed eyeglasses. He notices metal disks on the inside of the earpiece. Realizing what they are, he puts the glasses on and his head is filled with a voice saying:Benji tries to contain his reaction. He sort of manages.Benji does as he's told.

No time for that now. Keep walking. Make sure you're not being followed.

Benji mounts the escalator, looks around, growing paranoid. Benji's phone chimes in his pocket. He pulls it out and a face appears on the screen - a photo of Solomon Lane, blurry, grainy, taken at some distance.

Benji sighs as he rides up to the street.And Benji emerges from the metro TO REVEAL:

Scene of a fabulous gala: A command performance of Puccini's Turandot - an Italian Opera set in Ancient China. Red carpet, limos, paparazzi and flashbulbs. \[OMITTED\]

CLOSE ON: Hands open an instrument case containing pieces of flute. A POLICEWOMAN inspects it. CLOSE ON: the owner - A MALE FLAUTIST (30s). We are not allowed to see his face, making us instantly suspicious of him. The Policewoman waves him on. The Flautist shuts the case and enters the stage door with other ORCHESTRA MEMBERS, all of whom are subject to search tonight. We stay outside, watching him through the open door. We notice the members of the orchestra turn right as they enter. But not the Flautist. He goes straight, vanishing into the shadows... Up to no good.

CONTINUOUS TRACKING SHOT: CONTINUED: Photographers, reporters, red carpet, expensive cars. A limousine arrives: State seal on the door, fender flags, SECRET SERVICE and MOTORCYCLE POLICE escort. The STATELY CHANCELLOR (60s) and HIS WIFE (40s) emerge from the vehicle to both cheers and jeers from the crowd. They wave. ANGLE ON: Security is tight. The POLICE are out in force. MEN IN BLACK TIE and WOMAN DRIPPING WITH JEWELS must pass through metal detectors, regardless of status. Benji is at the metal detector. He is allowed to enter the opera. A POLICE OFFICER (30s). Something about him we don't like- the way he watches the Chancellor. He's no good.

An elegant setup on the second floor of the opera house - small, chest-high tables, PEOPLE dressed to the nines. Ethan stands at the balcony. He looks down at the Chancellor and his wife, finishing their photo-op and heading in. Ethan turns and we track with him from the outside bar to-

A central space five stories high, balconies all around. From this vantage, Ethan sees the Chancellor and his entourage mount the grand staircase on the ground floor. He spies Benji at the top of the stairs. When Benji speaks, we hear him as if he were right beside us.CONTINUED:Benji spins on his heels, expecting to find Ethan. But Ethan is gone.

Benji arrives at a service door marked with electronic symbols. He quickly works the lock and slips into-

A cramped space, humming with electrical conduits. He's very out of place in a tux. He finds a junction box he's looking for, opens it, studying the dense mass of wires inside. He attaches a device, opens the program to reveal a paper-thin computer screen and keyboard inside.

The nerve center of the opera. From here, THE STAGE MANAGER (FEMALE, 30s) can see anything on, above or behind the stage via several monitors. Two static wide angle cameras show her the audience and the lobby. She whispers in German into a small headset.

From here, TWO TECHNICIANS control the sophisticated lighting for the entire opera. Talking quietly into their headsets, they manipulate a few controls and:

A trestle high above the stage - the bottom encrusted with lights - descends into place.

-the same image on one of the stage manager's monitors. All the screens flicker simultaneously. Before she can even react, they are back on.

Benji has wired the laptop to the junction box. The screen lights up with a glowing checkerboard. Each square is the POV of a camera. He's hacked into the stage manager's station. He can touch any square to zoom in. Three words appear: RUN FACIAL RECOGNITION Fine lines rapidly scan any face with amazing speed. In the upper right hand corner of his screen, he has the constant, grainy image of Solomon Lane.Benji sighs, looks at his dank surroundings.

The lobby is empty apart from a lone WOMAN, ELEGANT AND LEAN IN A FETCHING YELLOW DRESS. We can't see her face. CONTINUED: The lobby lights dim. The show is about to begin... The sound of a tuning orchestra takes us to:

ANGLE ON: The magnificent chandelier in the center of the opera house ceiling as it dims... A rapid tapping O.S. The tuning orchestra falls silent. A CONDUCTOR'S HAND, holding a baton, rises into frame, snaps down and the opera begins - the music as turns triumphant and foreboding. The orchestra renders the ominous "Tre enigmi m'hai proposto." Subtitles above the stage translate: <Three riddles have I proposed.>

CONTINUOUS TRACKING SHOT: Ethan emerges through a set of glass doors. He crosses a long, brightly lit hallway where STRAGGLING LADIES AND GENTS check their coats. He slips through a side door and into-

-an upper box with a view of the whole opera house. He can see the audience, the orchestra, the stage. REVERSE ON ETHAN TO REVEAL: In the box just below him, the Chancellor and his wife are sitting down. TWO BODYGUARDS scan the audience. \[OMITTED\]

VARIOUS ANGLES FROM AROUND THE HOUSE - from the lights high above, the box across the auditorium - each a perfect vantage of The Chancellor.

Benji bounces from camera to camera on his laptop. He stops on the cast area. The CAST AND CHORUS wear either heavy make-up or masks. His facial recognition software becomes confused, flickering: CONTINUED: READ ERRORAn image of a backstage camera catches his eye. A Man walk away from camera with a case under his arm. THE FLAUTIST. But Benji cannot see his face. His movements are suspicious, however. He ducks out of sight to let TWO CHORUS MEMBERS pass. Then he proceeds off camera.

The shadowy Officer steps out of a door and walks down a corridor.

A hallway filled with props. The Woman walks through and climbs a metal ladder to platform. CLOSE ON: the Woman's hand inspects the scaffold, taps a struts, removes it. It quickly transforms into a rifle. The Woman in yellow turns, walks away from us.

Benji tracks the Flautist on one monitor, Ethan on another, approaching a door:

Ethan throws the door open, turns right, finding an empty corridor.Hearing footsteps behind him, Ethan turns, just in time to see the Woman in the yellow dress crossing the opposite backstage area.Ethan looks down, sees the Flautist climb the stairs backstage.

Extreme shadows, shafts of light streaming through the semi-transparent backdrop and the stage beyond. Hidden in the shadow, rifle in hand, the Woman moves toward a Chinese-style tower with a parapet. She slips inside just before TWO STAGE HANDS walk past. CONTINUED: A beat later, a stage door opens and Ethan enters. No sign of the Woman. He looks left, right, up into the fly tower high above - light trestles and back-drops suspended from cables in a cavernous space rising one hundred-plus feet above the stage. Then he see him: the Flautist on the far side of the stage, moving in silhouette, his case under one arm.Ethan takes a step when the set besides him moves unexpectedly. Ethan jumps back, nearly crushed by the Chinese tower moving to the stage. We recognize it immediately. He has no idea the Woman is hidden inside. By the time he makes his way around the set, the Flautist is gone.He looks up at a catwalk above him, sees a ladder.

The Woman peers through the louvers of the tower as it slides into place, ending in a perfect vantage of the Chancellor and his wife. She assembles her weapon.

The lavish production continues, the light dimming dramatically, the music assuming an air of chilling suspense, the stage largely empty. Mist hangs in the air. We hear A CHORUS, but their voices are far away. They sing from back stage, creating an eerie effect.

The image on Benji's computer flickers. He bangs on the electrical box.

The lighting technicians control the lights. One of the controls moves on it's own.

The trestle holding up the backstage lights moves in sections - some up, some down...

Ethan tracks along a catwalk high up in the fly tower, looking down at the back-stage far below. He can see the chorus, hear them clearly from here. Numerous backdrops hang like louvers - perpendicular to Ethan. He stops, steps back, spies a lighting trestle between the backdrops. He sees the Flautist kneeling, just a few yards away, opening his case, his back to Ethan. Ethan climbs over the catwalk railing, about to put his weight on the trestle when: It drops from under him. Part of the show. Ethan grabs the catwalks railing, narrowly avoiding a sixty foot fall. The Flautist is unaware that Ethan is there. But now there is a ten foot gap between Ethan and the trestle. Ethan looks around, looks up. ANGLE ON: A second catwalk some twenty feet up. Ethan grabs a hanging silk and hauls himself up toward it.

The Flautist takes out his instrument, patiently reveals its real purpose: a rifle complete with silencer and FIVE BULLETS. More than he'll need. He opens a libretto, his fingers scanning the notes, telling us where we are in the opera. He flips ahead, finding a spot circled in red. His cue. CONTINUED: One thing puzzles us: From here, we cannot see the audience, let alone the Chancellor. EXTREME LOW ANGLE looking up at the Flautist as he loads a single round. We sense movement above him. So does he. The Assassin moves like a cat, turning and firing upwards with his silenced rifle: POP. WHAM. Ethan lands hard. A direct hit would have crushed the Flautist. But the blow is a glancing one. Bullets scatter. The flute case falls-

Ethan and the Flautist grapple for the gun - the Flautist ends up on top of Ethan, pressing the weapon against Ethan's throat. Ethan (and we) see the Flautist's face clearly for the first time. It's not Solomon Lane. CLOSE ON: The Flautist's face... His eye. ECU ON: He wears a contact lens in one eye, crossed with delicate lines of circuitry. A camera.

CLOSE ON a small screen held in a man's hand. On the screen is Ethan's face, looking directly into the Flautist's eye. REVEAL: The face of the man holding the phone. It is a calm, peaceful face. Making it all the more frightening. CONTINUED: It is Solomon Lane. He pockets the phone and exits the auditorium. ANGLE ON: A GRAY-HAIRED MAN (ATTLEE) in one of the boxes, glancing over to watch Solomon leave. Remember him...

Ethan and the Flautist trade blows, silhouetted through the translucent backdrop behind them. A flash of steel. The Flautist has a knife. The fight intensifies with the music.

EXTREME LOW ANGLE: looking up at the stage manager. She is too involved in conducting her business to notice the struggle on the trestle high above her.

THE TENOR sings "Nessun Dorma" <No One Sleeps>, the opera's passionate signature piece. THE CONDUCTOR turns the pages of his libretto, keeping perfect time.

The Two Technicians are too busy to notice the door opening slowly behind them, let alone that shadowy Police Officer slipping in - tazer in one hand...

Ethan's in trouble, struggling to dodge a knife on a narrow trestle in the dark sixty feet up. The upstage backdrop lowers as the downstage backdrop rises with the music, revealing a second backdrop - this one translucent. A bright light descends.

For the audience, the effect is breathtaking. The light creates a sunset in the misty sky. And it completely obscures the action going on behind it.

But from Ethan's P.O.V. the entire house is visible - including the Chancellor and his wife. The Flautist lunges with his knife. Ethan parries. The Flautist falls to his death, landing on the dragon's horns. Ethan turns to the house, the Chancellor. His eyes lock in horror on the lighting control booth at the back of the auditorium. No one sees the Officer but Ethan.

The Two Technicians are unconscious and bound. The Officer assembles his own weapon: A barrel extension disguised as a baton, a laser sight disguised as a flashlight. He draws the rifle's action from his holster, of course.

Ethan puts a hand to his ear, says something we cannot hear over music.

Benji puts a hand to his ear, taps the monitor and brings up the lighting booth. He sees the Officer there with his weapon. Benji rushes from the room.

Ethan grabs the Flautist's rifle at his feet. He searches frantically for a bullet, sees one resting on the edge of the unsteady trestle, threatening to fall. He has to move fast, but can't move too fast.

The Officer sets his sights on the Chancellor. He activates the laser scope, but we see nothing. The officer puts on green sunglasses. OFFICER'S P.O.V. a green beam, invisible to the naked eye, sweeps across the room. The Officer glances at the libretto - a note circled in red. He raises his weapon chest-high. His eyes sweep from the Chancellor's box to the Chinese tower and back. He waits.

The Woman shoulders her rifle, glancing down at the orchestra, the audience beyond.

Ethan snags the bullet. He quickly loads the rifle, turns to aim and, to his renewed horror, he sees: The Woman and her rifle in the Chinese tower. Worse still, from this position, we see her face for the first time. It's the woman. That woman. Ethan is momentarily stunned. Reluctantly, he aims at the Woman, then the Officer, then back. With only one bullet - and an unthinkable emotional conflict - what can he do? The choice is impossible. As the music reaches its highest high, Ethan turns on his heels, aims at the Chancellor, and fires as:

Ethan's silences bullet grazes the Chancellor's shoulder. He lurches to one side as the Woman's bullet hits the back of his chair. Shocked, his wife and bodyguards react and rush to his aid, obscuring him. The aria finishes on stage and the audience erupts into thunderous applause.

The Chancellor gets to his feet, perfectly fine. He is rushed from the box by his security.

The Officer sees this. He quickly aims his weapon. Not at the Chancellor. But at the Woman. He fires just as the door bursts open and Benji attacks. The Officer reacts. Shooting wide-

-his bullet strikes the wood just inches from the Woman's head. She reacts, searches for where the shot came from. Her eyes find Benji grappling with the Officer in the lighting control booth. She aims as:

The Officer gets the better of Benji. They spin suddenly and: THUNK. A bullet hits the Officer square in the back.

THE WOMAN'S SCOPE P.O.V: The Office drops, revealing Benji's stunned expression in her cross-hairs.

A single stage light flashes past the Chinese tower. For one instant, Benji sees the Woman and her rifle. He wisely hits the deck and backs out. CONTINUED: The applaude subsides, the music resumes, frantic, matching the drama backstage.

One Bodyguard tears open the Chancellor's sleeve, revealing a flesh-wound. The other gets on the radio. \[OMITTED\]

The Woman turns to leave when she sees Ethan's vague silhouette moving behind the backdrop. She aims, the bright light making the shot difficult.

A bullet pierces in the backdrop, just missing Ethan's head. Then a second shot. He's trapped on the trestle. He sees the Flautist's knife at his feet. He grabs it and leaps into space, stabbing into a black upstage backdrop, gripping the knife with both hands and sliding to the floor a la Errol Flynn.

Ethan sees The Woman's shadow slipping from the base of the tower into the winds. He goes after her.

Police and Secret Service enter from every exit.\[SEAL THE EXITS. SEAL ALL OF THEM SEAL EVERYTHING.\] For the first time, the audience is aware of a problem. THE DIRECTOR crosses the orchestra pit and signals the Conductor. Confusion. The music stops.

The Woman is making her way down the steps when she halts. She hears voices and footsteps coming up. She turns, runs directly into Ethan.She considers the alternative.They run.

The Chancellor and his wife are rushed to a waiting armored SUV by their security detail.

Sirens approaching in the distance. Ethan and the Woman burst through a doorway and onto the roof.Ethan looks around, sees three flagpoles jutting over the side of the building. They look down at a fountain on the side of the opera house, surrounded by grass and a low wall. He quickly wraps his necktie around his hand.She runs after Ethan along the roof. Ethan vaults down to the next level. The Woman sits on the ledge, and looks down expectantly at Ethan. CONTINUED:Ethan looks down at her high heeled shoes, at the uneven roof. He takes them off and helps her down. They run, jump and slide down to the edge of the roof. The Woman grabs the back of Ethan's jacket to stop him from shooting over the edge. Ethan loops the rope around the center flagpole, slides it out a few feet and tugs. The knot clings to the pole. Ethan jerks the rope harder. The joint holding the pole in place snaps. The pole sags.The doorway opens and THREE POLICE OFFICERS emerge onto the roof. From their vantage, they don't immediately see Ethan and the Woman. She leaps up, wraps her arms and legs around Ethan.And he launches them both over the railing.

They fall like a stone. Thanks to the street performers, no one even notices.

An instant later, two black SUVs roar up the nearby ramp to the parking garage, streaking right past the BMW. FOUR POLICE MOTORCYCLES join as escort. Ethan and the Woman watch the Chancellor go. Safe.

CONTINUED: ANGLE ON: The LEAD SECURITY MAN looks down at a silver briefcase on the floor. He realizes. \[STOP THE C-\]

An explosion. Not a large one - just a muffled blast with enough force to buckle the doors of the SUV from the inside out. The windows turn opaque. Ethan and the Woman watch the car slow, veer to one side. A larger secondary explosion, lifts the SUV off the ground, blasting the motorcycle in four different directions. The sidewalk are screaming, running. The Woman is as shocked as Ethan. Benji pulls up in a BMW.He grabs her and pushes her into the back seat of the car. Benji hits the gas and they drive away, with Ethan and the Woman looking out the back window at a pillar of fire.

Benji sees the Woman, does a double take.She puts her hands on her head. Ethan frisks her. She stares at him, making him a little uncomfortable.CONTINUED:He finds a knife on her thigh:Ethan finds a lipstick, pockets it.Ethan finds a carbon fiber spike in her hair. Jesus.CONTINUED: (2)CONTINUED: (3)Ethan looks back, sees a vehicle looming in the rearview mirror. Ethan produces his phone - the photo of Solomon.She looks back at the car behind them.Ethan produces the photo of Solomon.Her expression darkens. But before she can answer: BOOM. Bullets hit the back window - the bulletproof glass holds - men firing from the car behind them. CHANGE OF PLAN. LET HER GO. YOU HAVE EVERYTHING YOU NEED TO FIND ME. More bullets. Everyone ducks. Benji brakes, turns as: Ilsa opens the car door and jumps out.

Saving your life in London put me in a tight spot with some very dangerous people. I was sent to kill the Chancellor to regain their trust.

I had a choice of two targets. I'm beginning to regret my decision.

It was never my intention to kill anyone. I certainly didn't plant that bomb in the Chancellor's motorcade.

We merely delayed the inevitable. Now please, for your sake and your friend, let me out-

We're after the same thing. I can help you. But if you want to bring down the Syndicate, you have to let me out.

We had an agreement. You send me to do a job, I do it. But my way. My script. Not yours.

You put two more gunmen at the opera tonight. One of them tried to kill me.

I missed because Ethan Hunt was there. Looking for you. You just had to play games. You wanted him to see your face in London. Well, now it's blown back to you.

Vinter would have killed him in London. That's not what you asked for.

I told you before? Trust me or kill me. But if you're going to kill me, be a man...

I was send undercover to earn Lane's trust and eventually identify the members of his organization. For the first time in two years I'm close to knowing who they are.

Lane had a ledger. It contained the identities of his operatives, his terrorist associates, the entire inner workings of the Syndicate. One of Lane's agents stole it, hoping to blackmail him. He stored the ledger in a highly secure computer facility, for safe keeping. He died being interrogated for the access code, leaving Lane with a serious problem.

The facility is hidden beneath the local power plant under military guard.

And the only way to access the computer room is through the central terminal located there.

Even if you could make it past every other security measure, you won't beat the last one. And that's because it's protected by a gait analysis - the next step beyond facial recognition.

That's the service hatch. Can't be opened from the outside, and even if you could, you'd be hit with seventy thousand gallons of pressurized water.

Desalinized sea water flows through an intake located inside the power plant.

Unfortunately, an alarm will sound automatically if any metal enters the intake.

The thing you're overlooking is the physical exertion. The more you exert yourself, the faster you consume oxygen.

I figure you have two and a half minutes to make the switch. The only way to conserve oxygen is to minimize-

We use the ledger to take apart the Syndicate from the ground up. We can hunt them down, one at a time. Isolate Lane... And kill him.

One more time: You have two and a half minutes to switch the security profile. Thirty seconds to reach the surface.

The current will carry you to the torus. Once you're there, I'll shut it down. You'll have two minutes before it automatically restarts.

Remember... It's at least thirty from the service hatch to the surface. If you haven't made the switch by the time your readout turns red, abort.

A ledger - the Syndicate's entire infrastructure - who they are, they politicians they control, where their money comes from. It's everything you want to know.

Lane. Attlee. Your government, mine. They're all the same. We only think we're fighting for the right side because that's what we chose to believe.

The way I see it, you have three choices. One, you hand me and the disc over to the CIA.

I'm proof that the Syndicate exists. Lane becomes their problem and your work is done.

But you know they'll never believe you. You're all tried for treason. Lane goes free.

Two, you let me walk away to an uncertain fate. You use the disc as bait to trap Lane. But some part of you suspects you've met your match. And, being a gambler, you'll end up handling Lane that disc whether you want to or not.

Forget Lane. There will always be another Lane. And there will always be people like us to face him. We've done our part and now we've been cast aside. We can be anyone, do anything... It's only a matter of going.

When Lane has what he wants, I kill you and Benji. If not... Everyone dies.

Ilsa spills out onto the street in a heap. The BMW speeds away into the night. A BLACK SUV screeches to a halt. TWO GUNMEN jump from the back, shooting at the BMW.

Benji has no choice but to drive. The shooting stops and Ethan looks back as the scene behind him fades. Lost her again. Dammit.

Ilsa, a complete mess, is pulled to her feet by one of the gunmen.

Coverage of the Chancellor's assassination on CNN. Hunley staring out the window, his back to Brandt.CONTINUED:

Ethan and Benji ditch the bullet riddled BMW in the shadows and walk away.

Ethan manually bypasses a hidden lock and opens a hatch in the floor-

- and drops down into a hidden safe-room in the bow. Vintage IMF - bunks, medical kit, spare equipment and weapons. Ethan opens a drawer, produces a bag containing:CONTINUED:Beat. Benji nods, yes. He's not proud of it.Ethan clicks on the TV with a remote control. Photos of faces we have seen before in Havana and again with Brandt and Hunley. CONTINUED: (2)Benji finds a face we know. The Cop from the opera. Benji points at the photo.Ethan produces a photo of the flautist.Benji looks at the image that started the night. Solomon Lane.CONTINUED: (3)Benji looks at the photos with new eyes.Ethan points to the photo of Lane.CONTINUED: (4)Ethan is moved. He nods.Ethan reaches into his pocket and produces the lipstick. Benji picks it up. Fiddles with it for a moment. He turns it upside down, twists it and: A USB connector pops out. The game is afoot.

Out to destroy the system that created them, regardless of who's in the way. And since Hunley shut us down, they've been escalating unchecked.

Solomon Lane sits at a table making notes in a small book - a glass of wine and a meal are untouched. CONTINUED: The door opens. Ilsa is escorted in by one of the gunmen from the car. As soon as Ilsa sees Solomon: She turns on the gunmen, punches his throat, disables and disarms him. With a pistol in her hand, she stands over Solomon. He never flinches.CONTINUED: (2)She tosses a gun on the table, scattering his dinner.Solomon stares at the gun for a beat. He picks it up, aims and fires. Ilsa reacts. For an instant, we think she's been shot. Until the gunman she disarmed falls dead. Lane places the gun down on the table as if nothing happened.Ilsa looks at the dead man on the floor, collects herself.Solomon's cool demeanor darkens.Solomon thinks for a moment. Then:

Ethan Hunt is in Vienna because you let him in escape in London.

Brandt stands with a panoramic view of the city behind him. Wind roars as a helicopter touches down. A MAN climbs out, carrying a duffle bag. REVEAL: LUTHER STICKELL, his rough exterior concealing a genuinely gentle disposition. They shout over the sound of the engine.The helicopter takes off, drowning out their voices as Luther is caught up.As the helicopter fades away, Luther's expression hardens.Luther just stares. Brandt backs off.CONTINUED:That gives Luther pause.Luther chews on this. Finally:Brandt considers this, nods.Luther ponders this, then:Brandt pulls two folded sheets of paper from his breast pocket. Luther unfolds them to reveal: Ethan's hand-drawn sketches of Solomon and Ilsa.

TIME CUT: CONTINUED: Benji has the lipstick USB drive plugged into a computer. As Benji decrypts, images appear on the screen: a schematic of a strange looking structure - something out of science fiction.

A city by the sea, a tangle of white-washed buildings and a towering Mosque - the tallest in Africa.

Ethan brings the car to a stop and they climb out. They find themselves on a sunbaked dirt road, mud-brick walls on the other side, perhaps centuries old. CONTINUED: It's quiet except for a GOATHERD and his goats meandering by. Ethan and Benji walk, wondering where the hell they are. They come to a door in the old wall and something catches Ethan's eye. A piece of paper tacked to the door. A woman has used it to blot her lipstick, leaving a mark like a kiss. Ethan knocks. No answer. He reaches for the bolt. The door opens. With an uncertain look from Benji, they enter and walk up a flight of narrow stairs.

They find themselves in an unexpected oasis - a completely modern home inside, made to match the surrounding village. We notice surf boards and the associated gear along the wall. Out back, through the wide open sliding glass, is a long infinity pool, the desert and the mountains beyond. Someone is swimming. Ilsa emerges from the cool water, steps out. Dripping wet, she reaches for a towel.She extends a hand. Ethan pulls something from his pocket - holds up her lipstick.

The lipstick is on a table next to Ethan's phone, showing the image of Solomon Lane.CONTINUED:She holds up the drive.Ethan and Benji share a look. The game is afoot.

The room is dark. A projector connected to a laptop beams images on the far wall. It shows pictures and a blueprint of the massive power plant. Benji controls the display via a tablet, zooming through photographs of the large, modernized facility. Buried deep underneath the plant's saucer-like control room is the Skiff (Secure computer facility).FLASH - What we see next is a live version of what Benji proposes. These images rush by us as he speaks: Images of soldiers and military vehicles around the compound.The image of the central computer room where information is accessed.

The mask machine makes a perfect copy of THE AGENT'S face from a photograph. Being Benji's fantasy, he wears the mask, with Ethan helping him put it on.

Benji, disguised as the agent, uses an ID to pass through security, to the main building and:

Into the main reception area. CONTINUED:The first lock is a simple key cars to enter the lobby. The second lock is a thumb print scanner to enter the elevator.

Unfortunately, to reach the off- line computer terminal, you also need to pass the main gate, access the elevator with fingerprint recognition, and open three separate combination locks...

These cameras actually know how our agent walks, how he talks, how he moves, and down to his facial tics.

TWO SECURITY GUARDS man the corridor at the far end. The corridor is curved with three glass partitions. Each partition has a different lock. In a series of jump cuts, Benji in his mask passes through three doors, each one them relying on a specific combination lock.

Masked Benji enters a secure computer lab. He sits at a terminal and inserts a thumb drive. ECU on the screen: FILES COPIED \[OMITTED\]

Ethan and Ilsa are waiting. The agent walks in, holds up the drive and peels off his face revealing Benji, triumphant.

Back to Benji in front of the TV. Ilsa points at the images of several security cameras. CONTINUED:

REVEAL: A second corridor at a right angle from the security corridor. This one is long and straight, occupied by a large body scanner on a track. It follows disguised Benji as he walks down the hall towards the computer room. The Security Guards man a computer screen. The screen analyzes Benji's movements to determine he is really who he claims to be.On a screen somewhere, software analyzes his move, flashing red. The gate analysis array fires tasers at disguised Benji, electrocuting him instantly. Disguised Benji is grabbed by the two guards who rip off his melting mask off.

Yes, so what you're saying is no mask can beat it. We're screwed before we even reach the vault. And I wind up in a Moroccan prison.

Ethan stares at the info before him, thinking. He turns to Ilsa. She enjoys watching someone else wrestle with the problem. CONTINUED:Ethan and Benji look at each other.Long silence. Benji walks across the room to the projector. Ethan turns to Ilsa. She smiles: "now you've got it." Ethan turns to Benji:Ilsa studies the pair as they work. Benji searches, calls up the blue print of the torus - a water-filled tank shaped like the inside of a donut, twenty feet high. The walls are lines with hundreds and hundreds of data drives.CONTINUED: (2) Benji taps the screen, zooms in.Ethan takes a beat.Ethan's eye catches something on the torus wall. He motions to it.Ethan walks behind Ilsa, thinking. Takes a beat.He points to large pool with a giant, gaping, steel and concrete mouth in the center - a circular waterfall. CONTINUED: (3)Not to be deterred...CONTINUED: (4)

A peaceful, shady oasis overlooking Casablanca and the ocean beyond. Ilsa sits facing the sea in quiet contemplation, her eyes closed. Then:She opens her eyes turns to find: Ethan walking up behind her. She sensed him there.He takes a seat behind her, looks out at the sea.Ilsa is taken aback as Ethan interrupts:Ilsa is taken aback. Finally: CONTINUED:Beat.Ethan says nothing.

A glass enclosed office overlooking the fully functioning war room. One screen is tracing flight routes in real time from all over the world. Luther sits in the center of the frame, typing furiously. Brandt stands behind him.CONTINUED:He shakes his head as if to say: what have we become?Screens display security camera footage from all over the world, blazing past in the blink of an eye.Luther motions to the sketches of Ilsa and Solomon.The sketch of Ilsa is undeniably more forgiving.CONTINUED: (2) He types a few keys and a dossier opens. Luther hits a button and an image file opens. As Luther reads:On the screen, we see Ilsa's face and her file. She's British Intelligence, all right. At least she was. Her image is stamped in bright red letters: WANTED: TARGET OF OPPORTUNITY

Looking straight down at the power plant from high above, two skydivers free-fall past camera... \[OMITTED\]

ECU on a small security camera. A dart hits it. A red light on the camera dies. Two pairs of feet sail into frame from above as: Ethan and Ilsa touchdown, skid on the gravel surface and haul in their chutes.

Establishing as Benji pulls up to the security gate in a BMW M3.

A wall with 12 monitors, each split into four windows, displaying the feed from security cameras all over the plant. The DUTY GUARD in military garb, armed with a machine gun, stands, pausing when he notices a single window on the monitor go dark. He makes a note, heads out to greet Benji.

Ethan approaches one of the windows and produces a small, palm sized device. It emits a high-pitched noise when activated. Ilsa covers her ears. Ethan holds the device in his palm, placing it on the glass. The device fires a shockwave of energy and: The window is pulverized into sand, revealing a gantry just ten feet below. This is suspended 100 feet off the floor of the power plant.

Benji hands the officer an ID with his picture on it. The guard swipes it as we: Focus on the BMW's GPS display. Benji presses an icon on the screen. A readout displays the car's ability to hijack the card reader. A moment later, Benji is cleared and waved through as:

Ilsa slips through the shattered window and onto the gantry below.Ethan turns back, aims a small remote at the security camera. Click.

That's a lie. The disc she took from me was an exact copy. I'm sure of it.

The guard comes back in, about to address that glitchy monitor when it comes back on, showing the rooftop, empty. \[OMITTED\]

Arc welders, angle grinders, sparks and atmosphere, the deafening hum of generators. Ethan and Ilsa scale down to a lower portion of the gantry where they are hidden from the floor below. Ilsa patches in the laptop as Ethan strips off his jump suit to reveal a wet-suit underneath. He slips on a pair of fingerless gloves - the right one bearing a timer and O2 meter. When he inhales deeply, the O2 meter rises swiftly, then slowly falls. The same information shows up on Ilsa's laptop. Ethan sets his timer for three minutes. Ilsa synchronizes a timer on her laptop. Ethan removes a hard drive from his overalls. He stuffs it in a pocket on one leg of his wet-suit. In the opposite pocket he checks for a special folding tool made of carbon fiber. Ilsa opens a laptop and goes to work patching into an electrical main. The laptop screen comes alive: INTAKE VALVE CONTROL - 80% A graphic demonstrates animated water pouring into a circular intake as well as a graphic showing the torus - it's mechanical arms periodically moving. Another display indicates: <SERVICE HATCH: SECURE>

Luther and Brandt drive. Luther has a computer on his lap. He is checking the security cameras of every hotel in Morocco. So far, nothing... \[OMITTED\]

Benji enters the lobby via a revolving door and moves to the first layer of security.He nods to a SECURITY GUARD behind the reception desk and walks to a small gate. He flashes his ID and waves it over a sensor on the gate. ECU on the ID itself. We notice a wire attached to the card, running up Benji's sleeve. A green light flashes and Benji is allowed to enter.CONTINUED:He makes his way to the elevator at the end of the lobby and presses his thumb on the sensor there. ECU on Benji's thumb and a small wire protruding from under the false flash there, also running up his sleeve.Ethan ignores this, swallowing air as he does so, his blood O2 rising. He looks down at the intake, inhaling tens of thousands of gallons of water every second. Merciless.The elevator opens. Benji enters.I.E. Shut the fuck up, Benji.Ethan is still inhaling, trying to shut out the noise. CONTINUED: (2)Ethan nods, keeps breathing. Ilsa taps a few more keys and:

The gantry stops. A section of the floor opens, revealing the intake, one hundred feet below - a giant, gaping, steel and concrete mouth, inhaling thousands of gallons of seawater every second. The gantry is passing over it as the huge floor sections slide away. Ethan breathes deeply, in and out, oxygenating his blood. He presses the button on his watch and sets it to three minutes. A clock on Ilsa's tablet reads three minutes as well. She can also see Ethan's heart rate and his blood's O2 levels. Ethan nods, turns to leave. Ilsa grabs his arm, stops him. She cannot hide her anxiety anymore. Ethan nods to her reassuringly and goes. Ethan climbs up onto the railing and jumps. He plummets away from the camera, entering the roaring intake feet first and:

The sound of the roaring intake facility is replaced by a constant, muffled thunder. We're looking up at a curtain of violently churning white. A blue light and a crystallin particles sterilize the water. Ethan plunges through it, sinking rapidly. PAN WITH HIM as he streaks past, sucked into a large steel mesh tunnel and the blue light beyond. The clock on his hand counts down: 2:51

Quieter now. Ethan descends feet first, pinching his nose to clear his ears. He looks down at his clock. 2:45 Other than this, he remains perfectly still to conserve oxygen.

The current whips Ethan around like a sock in a washing machine. He finally manages to grab a hold of the side. The current pins him. Meanwhile:

Ilsa looks down at her watch, taps controls on her laptop. After a few seconds, the display is in her control. <REBOOT> appears on screen. She presses it. The display shuts down and reboots, as expected.

Not unlike the control room in a nuclear power plant: A large, brightly lit room with a circular console in the middle manned by SIX TECHNICIANS in white overalls. CONTINUED: The walls are covered floor-to-ceiling with analogue and digital gauges, colored lights and monitor screens. Every function of the facility is monitored here. A single red light comes on. This causes a chain reaction. Several more red lights flash. All six technicians look up from their work. While they are not immediately alarmed, they are not dismissive.Technician 2 shrugs.They go back to their work.

Benji emerges from the elevator into the security corridor. He moves to the first combination dial lock. Using his body to block the dial from view, Benji fixes a small device in the center of the dial. The device transmits an X-ray image of the lock itself. Benji can see the tumblers in the lock on his without even looking at the numbers.

Complete silence, eerie blue light. Particles in the water betray the gentle, circular current while giving the impression of being inside a giant snow globe. Hard drives line the walls, containing hundreds of numbered drives. Ethan drifts with the slowing current, conserving O2, looking for 108. He has to be careful to avoid: CONTINUED: The two robotic arms - one high and one low - moving elegantly through the space in their never-ending process of maintenance. Ethan notes the service hatch. His way out. His eyes track the drives on the wall, 98, 99... Up ahead he sees 108. He grabs hold and takes the tool from his pocket. Movement out of the corner of his eyes. He ducks as the high arm whips past, just missing his head. 2:01 and counting down. At 2 minutes the numbers on his watch turn from green to yellow.

Benji arrives at the second combination lock. He attaches the device and goes to work as the first.

ETHAN'S WATCH: 1:31 and dropping. Heart rate increasing. Ethan removes the cover. He pulls out the drive, puts it between his teeth and pulls out the replacement drive. He holds it up as: The low arm comes up behind him and knocks into him on its way past, taking him with it. The tool sinks to the bottom. Shit.

Benji approaches the final combination lock. His moves are familiar to us now as he gets to work. \[OMITTED\]

Ilsa notes Ethan's heart-rate spiking sharply. The noise of rushing water below confirm what the screen is telling her: INTAKE REBOOTING 1:00 The display reads: <SERVICE HATCH: SECURE>

ONE CONTINUOUS TAKE: The numbers on Ethan's watch are red. Ethan swims down, noticing the speed of the particles in the water around him is increasing... He notices he's drifting along the bottom, gaining speed. He grips the bottom of the torus and crawls to the two drives, grabs one, but as he reaches for the second it is caught by the current and swept away. Ethan is carried with the current, chasing the drive. He struggles to reach the drive as it floats just out of reach. Finally he grabs it. He floats past the hatch and, once again, arrives at Slot 108, overshoots it. He grabs hold and slams into the side of the torus. He uses the other slots like rungs on a latter to pull himself towards 108. It takes tremendous effort. Ethan arrives at 108, looks at the two identical drives in his hand. He looks at his watch. 0:10 CONTINUED: - then over at the service hatch, his way out for the drives in his teeth. He looks back at the two identical drives in his hand. His air is out. He puts one drive in, not knowing whether it is the right one. 0:00 The hatch light turns from red to blue. Ethan starts to pass out as he is swept away toward the service hatch, coming up fast. He reaches for the lever, misses. He manages to grab hold of one of the spikes on the wall.

Benji arrives at the last security barrier: gate analysis. Here, the corridor turns right to a long, straight corridor - the computer lab at the far end. He presses a button and glass doors open. At the same time, the gate analysis array slides toward him on a track. Benji's eyes lock on the tazers mounted on both sides of the array - ready to shock him. He steps inside to an uncertain fate.

On Ilsa's display: SERVICE HATCH: SECURE The computer reboots. The display restored. The humming of the generators decreases. The clock reads 9...8...7...6... Heart rate pounding.

A technician notices on a security camera: CONTINUED:Technician 3 hits a button.

Ethan manages to grab the service hatch lever. His face shows the strain. He is completely out of air. He heaves the lever into position but before he can give it the final twists... He blacks out. His hands slip from the lever and he is carried away... \[OMITTED\]

The intake remains submerged, sucking in water. But the giant floor begins to close. TILT UP TO REVEAL:

Ilsa, directly over the hole sees the floor is closing. No time to consider her next move. She jumps, falling toward an ever narrowing gap of steel and concrete. She drops into the gap with inches to spare. The floor slams shut.

That curtain of violently churning white. The blue light. Ilsa plunges through it, sinking rapidly.

- shot into the torus like a bullet. She sees Ethan's body orbiting around the center pedestal. She swims with the current, trying to catch him. Her face shows the strain already, this exertion consuming oxygen rapidly. She grabs Ethan's motionless, heavy form and wraps her legs around his waist, keeping her hands free. With no mask, she has to feel blindly for the service hatch. She has to hope. CLOSE ON: The extended service hatch handle. Ethan and Ilsa whip past, her hand missing by several feet. CLOSE ON: Ilsa's hand, camera following it, the handle coming up fast in the background. Her fingers find it, but her grip misses. CLOSE ON: Ilsa's face, frustration turning to panic. CLOSE ON: Ilsa's hand, camera leading it, fingertips skimming along the outer wall of the torus past drive after drive. Milk it. Then: Her hand finds the lever. She grabs it. Her eyes roll... She's blacking out. Her body and Ethan's are slammed against the wall of the torus. Her legs strain to hold on to Ethan. With both hands she pulls them both in front of the hatch and turns. Her body goes limp and her legs release Ethan as: The hatch blows. An instantaneous implosion of air engulfs them before the pressure of the water blows them both out.

BLACK. A long, interminable silence, giving way to a high pitch whine, like a ringing in your ears, growing louder... And then: ZZZZ-THUNK CONTINUED: Ethan's eyes spring open. He gasps, coughs, gags. The first thing he sees is Ilsa, wet, shivering, slightly blue. Her trembling hands told a defibrillator - charging in case she has to hit him again. When Ethan inhales a second time, she sits back, relieved. She puts down the defibrillator and looks down at Ethan. He puts his hand to her face. Benji runs down the stairs.He suddenly sees Ethan and stops.Benji takes in the scene - the defibrillator, Ilsa soaking wet and shivering. He realizes, pulls her clothes from the bag. As she takes them:Ilsa nods, turns her back to change. Benji steps in and takes her place beside Ethan.Benji holds up the drive.As she pulls on her dress, Ilsa looks over her shoulder and eyes the disc. Ethan tries to speak: CONTINUED: (2)Benji tries to laugh. Ethan tries to say something but can't. Benji's smile gives way to sincerity.Ethan's eyes widen as: ZZZZ-THUNK - Ilsa shocks Benji with the defibrillator, stunning him. She grabs the drive. Ethan tries to grab it, but he can't get up. She exits. TIME CUT: Ethan staggers to his feet. Benji is coming to -

Ilsa emerges through a doorway. Runs to Ethan's BMW, and tries to open the door - it's locked and she can't open it. The hand recognition system does not allow her access. She is suddenly aware of a man in biker leather approaching her.She looks around. Another biker steps up, closing off her access.She follows the LEAD MAN out.

Ethan emerges from a doorway, having pulled on a change of clothes. She's gone. Benji emerges behind him. Ethan rushes to a waiting BMW, opens it. Ethan moves to get in the car. Benji stops him.Ethan gets in behind the wheel. Benji sighs and gets into the passenger seat.TIME CUT: as the BMW speeds way, bumping the parked car behind as they go.

BEAT LATER: Ilsa, now changed into biker leathers, zips up her boots as she glances at the bikers surrounding her. The riders watch her as she gets on her bike, putting on her helmet and gloves. The bikers start revving their bikes. Ilsa makes her decision. She guns the throttle and speeds towards the bikers, turning 180 degrees taking out the bikes, and takes off.

The walls are bone white, the streets are cobblestone. There is not a soul in sight. Ethan and Benji in the BMW drive up a narrow street, they see Ilsa riding straight towards them.Ilsa spins the bike one-eighty degrees and heads back the way she came, chased by the BMW. CONTINUED: The streets are narrow, but not narrow enough. Ilsa isn't going to shake Ethan in this environment. Ilsa turns a sharp left corner. The BMW drifts round the corner, chasing towards...

Ilsa emerges from the medina and turns down a long set of stairs. Ethan rounds the same corner, drifting down the stairs almost sideways. The stairs slope down gradually toward the busy inner city of Casablanca's marker: Jewish Quarter.

Luther and Brandt are driving through Casablanca, looking for Ethan - a needle in a haystack. Luther and Brandt bicker.Suddenly Brandt slams on his brakes as Ilsa streaks past him out of an alley, followed by Ethan and Benji in the BMW. Ethan makes eyes contact with Brandt before gunning the engine and chasing after Ilsa.Brandt tries give chase, as another six bikes streak round the Land Rover, slowing them down. The difficulty in turning around is hopeless. They are out of the fight before they even start.CONTINUED:\[OMITTED\]

Ilsa on a straightaway, the BMW chasing Ilsa. All six bikers chasing behind the BMW. Ilsa looks back, flips down her visor and guns it. One biker overtakes the BMW, slipping in between the BMW and Ilsa and rises his gun - has a bead on her. Ethan accelerates and clips the back wheel of the biker chasing Ilsa, wiping him out. Now there are five Bikers chasing the BMW. Ethan closes the distance rapidly. \[OMITTED\]

The FIVE BIKERS chasing Ethan draw their guns and immediately open fire. KAKAKAKA. The back window explodes from small-arms fire. Ethan looks at his wing mirror in time to see it explode. He ducks as the bullets fly past, hitting his headrest. The main rear-view mirror explodes. Benji covers his head. Ethan has no choice. He evades, turns down a side street. Two bikes carry on forward chasing Ilsa. Three bikes turn the corner, chasing Ethan and Benji in the BMW.

Ethan hits a button on the dash and the GPS switches to REAR-VIEW CAMERA.

The three bikers chasing him try to get a bead, but Ethan is too slippery. As long as he keeps moving and turning, his pursuers have to keep both hands busy while driving.

A tight space - just enough room for incoming cars to move past. Ethan is going like hell - no more mirrors to see how close his attackers may be.

Up ahead, Ethan sees a garbage truck coming, taking up most of they alley, laying on the horn.PROXIMITY WARNING on the display. The bikes are approaching on either side of the car - two on his left, one on his right. Ethan gauges the proximity warning on his screen and the oncoming truck. He slams on the breaks and cranks the wheel.

The BMW spins count clockwise. The front two bikes are instantly crushed against the alley walls by Ethan's bumpers. One rider ends up on Ethan's hood. He aims to shoot at Ethan and Benji as: The truck hits the spinning BMW's right fender and The car snaps into full reverse. The Rider on Ethan's hood is thrown off and into the alley wall.

One Bike remains, accelerating, leveling his weapon. Ethan is driving in reverse. He tries to hit the breaks, but they're gone. With no other choice, he keeps the BMW in reverse and punches it. CONTINUED: The rider opens fire. Benji hits the deck. Ethan's windshield spiderwebs and turns opaque. He ducks behind the dash.

The BMW is going full-bore, in reverse, bashing through a guard-rail and over a steep embankment. We're airborne for an agonizing long time before: IMPACT. The BMW slams down to earth squarely on its rear bumper.

Benji is out cold. Already not in the peak form before the chance, Ethan struggles to pull himself from the overturned and utterly wrecked car. The sound of an approaching motorcycle renews his focus. He tries to move faster, but he's trapped. As he struggles: Ethan's P.O.V. A low angle, upside down. Ethan sees the motorcycle come to a stop. He sees the rider's boots as he dismounts, walking this way. The rider draws his weapon. The sound of Ethan's doom. Then a screeching of tires. The rider turns and is hit by a car - his boots flying out of frame. The sound of two car doors opening. The sight of two pairs of feet approaching. Brandt kneels down, sticking his head in the window.Ethan unclips his seatbelt and climbs out of the back. Brandt helps him out. Ethan emerges from the car, shaken, dazed. Brandt and Luther rush round the car to help Benji, who can't undo his belt. CONTINUED: Ethan looks up to see Ilsa race down the street from the Jewish Quarter, chased by two Bikers. He grabs his sunglasses, still intact after crash and heads for the bike. Meanwhile, Brandt pulls out a knife, and tries to cut Benji's seatbelt. New tension. The sound of police sirens approaching. The sound of a motorcycle revving. Brandt and Luther turn in time to see Ethan racing away on the dead man's bike. Brandt drops the knife and they turn for the car.Benji sees them take off. ARE YOU KIDDING ME? (tries to reach the knife) You could've dropped it closer! \[OMITTED\]

Ilsa merges onto the open highway, medium traffic. She is still being followed by the two bikes. She throttles faster now, speeds exceeding 100 mph.

Ilsa and her two pursuers whiz past as: Enter Ethan, gunning the bike up the highway in fast pursuit.

Ilsa looks in her rearview mirror to see Ethan behind the two riders. She shakes her head. These guys just don't stop.

One rider notices Ethan in his mirror. He signals to his partner. "We have company." The second Rider nods, grabs his pistol and slows down to allow Ethan to catch up.

Ethan at max speed, catching up, threading the needle through slower cars, trucks.

NEW HIGHWAY ACTION - Ilsa causes accident, one biker crashes and Ethan avoids.

Two 18 wheelers approach, side-by-side. Ethan passes between them with inches to spare.

He falls in just behind the last bike just as Ilsa banks hard, just making an off-ramp - the last biker makes the turn with ease. Ethan cuts off a speeding car and makes it by a hair.

Down to just two lanes. The road here is windy, treacherous, a steep drop down one side. The countryside is red and rocky, punctuated by ancient mud-brick villages. Only the occasional car passes, but on these roads, that's more than enough. Cars tend to straddle the line on the narrow turns, appearing without warning from around a sudden turn. Ethan catches up to the rear bike. They are side-by-side as they lean into a turn. Ethan's on the inside, just inches from the rider beside him. CONTINUED: Ethan brings his bike upright, nudging the biker beside him. At this speed, it's all you need. The last biker wobbles, struggles to regain control. He hits a guardrail at 80 MPH. The biker slams into a stone wall. His bike explodes on impact. Now it's just Ethan and Ilsa. But she's gained separation The road opens up. She pours on the speed. On his own turns, Ethan follows. CLOSE ON: Ethan, his face rippling in the wind high.

Just Ethan now. He pushes the bike as hard as he dares, going as fast as he can. ETHAN'S P.O.V. the rocks and trees blurring into swaths of red and green. The road seems to vibrate. We expect to see Ilsa any second. What he doesn't expect... He leans into a curve to find: An oncoming truck, straddling the line in the road. Ethan reacts. Breaks, turns, too hard. He dumps the bike and winds up sliding on his back, feet first - a human bullet. The bike hits debris in the road and suddenly flips up in the air, cart-wheeling violently, disintegrating as it spins, kicking up dust. Ethan slides into the cloud of debris a beat later and vanishes from view. We go after him, into the cloud, flying blind. Silence. The smoke clears slowly, painfully. Ethan emerges, battered and staggering. He wipes the dust from his eyes in time to see Ilsa driving past, heading back the way she came. She flips up her visor and we see the relief in her eyes. He is alive. And he's finished. She flips back her visor and accelerates. Gone. Ethan flops back in the dirt, wasted. After a moment, a car drives past, stops, backs up. The back door opens and Solomon Lane climbs out, followed by TWO MEN. Lane approaches Ethan, crouches down to come closer. CONTINUED:Ethan tries to sit up. Lane pushes him back down gently.Lane keeps his hand on Ethan's chest.Lane walks away, looks down the road in the direction Ilsa left. Ethan sits up painfully.Lane crouches at Ethan's feet. CONTINUED: (2)As Ethan processes.He turns and walks away. His men follow.

Your mission, should you choose to accept it... I'm curious... Did you ever choose not to? Did you ever question who was giving the orders or why?

And what is your reward for years of loyal service? When it suits them, they cast you aside. I would never do that to you Ethan.

If it's any consolation, she did it for your sake. But there's nothing out there for her now. She'll have to come back. It's inevitable.

She'll keep telling herself she's playing the part. But you and I both know that's just a slippery slope. One day she'll wake up and find herself on my side.

Oh, I don't expect it to happen all at once. Volunteers are zealots. Fanatics. That sort of thinking clouds the mind. No, I want converts. People from whom there's simply nothing left. Self-radicalized.

You're already on your way. I sent Ilsa to kill the Chancellor. But you shot him? You can tell yourself you were trying to save his life. But he was a bad guy, Ethan. Part of a corrupt and crumbling system. One you've had a hand in perpetuating. One you've long-since ceased to question. He had to be dealt with. And if you'd fired a few inches to the left... he'd be just as dead. But his wife would still be alive.

It hurts, I know. The first one is the hardest. But the pain you feel is your own shell breaking.

The next time we speak, I'll have a job for you. And for the sake of others, you'll do it. Deep down, you may even want to. After all, I'm not out to break you Ethan. I'm out to see you free.

If he knew what it really was, he would never have stolen it. And you wouldn't have helped him.

I'll be honest with you when you start being honest with me. You and I both know why you really came back. And you're only wondering what's on the disk because Attlee let you keep it.

Relax. If I was going to kill you, I would have done it in Vienna.

You're still alive because I believe in your potential. But I'm losing my patience. Why do you continue to resist?

That would be true if my goal was to spread fear. My methods are more... surgical.

I helped my government kill many innocent people and more - killing to keep things as they were. Now I'm killing to bring about change. We're not talking about good versus evil. We're talking about the lesser of two. Which would you rather be?

Hunt is a gambler. One day his luck will run out. And thousands, millions of innocent people will pay the price. Which of us will be a villain then?

There may have been something on that disc in Morocco, but it's empty now.

As promised, I have a job for you. And for the sake of your friend, you'll do it.

Your mission, should you choose to accept it, is to bring me the unlocked disc by midnight tonight. Now say the words.

Two pounds of semtex, five hundred thirty calibre ball bearings... Your friend is-

A beat-up truck pulls up and stops. Ethan painfully and slowly climbs from the passenger seat. A small wave to say thanks.

A place with some character, local color, a little live music. Ethan sits at a table and stares into space. A half drunk beer in his hand. THROUGH THE DOOR BEHIND HIM: A familiar vehicle pulls up outside. CONTINUED: Luther and Brandt walk in, see Ethan and sit at the table. Ethan looks at Luther. The two old friends share a bittersweet smile.Luther looks around, leans in to Ethan.

A large reception area has been converted into a CIA field office. Large monitors show real-time satellite surveillance. There are even TWO DRONE PILOTS at work. In the center of this hive is Hunley, papers in one hand, a phone in the other. He hands up as Brandt and Luther escort a handcuffed Ethan into the room. CLOSE UP on hand-cuffs, Ethan drops down into a chair and we see that it is Ethan who is in cuffs. Luther and Brandt's hands guide Ethan into his chair. They move off to the side, clearly embarrassed at the awkwardness of the situation. Hunley saunters all the way down the very long corridor.CONTINUED:Ethan moves to speak, but Hunley is quicker:He opens a manila file and holds up a piece of paper. Ilsa's image, along with the words: WANTED: TARGET OF OPPORTUNITYCONTINUED: (2)Hunley holds up another piece of paper. A photograph of Ethan's pyramid of evidence appears. Evidence collected in places Hunley is listing...CONTINUED: (3)Hunley turns away and addresses the two Agents.As Hunley walks away:Hunley pauses for a step, then keeps walking. As Ethan is taken away, he sees Brandt and Luther standing off to the side. All three man make eye contact. Ethan's expression is stone. Then he's gone. As Brandt and Luther walk away:

CLOSE ON: LUTHER at a CIA work-station. A thumb drive sticking out of a USB slot. The computer requires a password. Luther scoffs. A moment later, he has access. A few keystrokes and: <DOWNLOADING DATABASE> appears on the screen. A progress bar begins. Almost there. Luther looks around nervously.Luther turns with a start to find Hunley staring at him. Brandt is with him. They share a look. Shit.Hunley turns and walks. Luther snatches the thumb drive and follows with Brandt.

Ethan is escorted by the two Marines. They all walk out the front door to a waiting SUV. Ethan is shackled into the back. Hunley leads Luther and Brandt out the front door and -

- down the steps where TWO MARINE GUARDS stand sentry. Two SUVs are waiting. Ethan is placed in the back seat of the SUV. Hunley points to Stickell.Luther nervously climbs behind the wheel. Hunley motions for Brandt to get in the rear passenger seat. Hunley climbs in next to Brandt. The remaining four agents climb into the front vehicle and all drive away.

The Agents ride in bored silence. The driver periodically glances in the mirror at Hunley's SUV behind them.

Hunley exits the building and comes down the front steps. Confused? So is he. He turns to a MARINE.The Marine looks at Hunley, perplexed.

Looking through the heads of the four Agents and the window behind them: We can see Hunley's SUV make a sharp turn and vanishes down a side street. A beat later, the Driver looks back, does a double take. He hits the brakes.

Luther turns to Hunley and nods. Hunley grabs a hold of his chin and pulls, tearing off his face. REVEAL: Benji.Benji pulls off voice control patch on his throat. They drive in silence for a few moments. Benji pulls the cord to deflate his suit. He starts to laugh. Brandt looks across at him and starts to laugh. Luther joins in, breaking the mood. Ethan smiles. The laugh subsides. Luther tips his hat at Ethan. Ethan looks to Benji. CONTINUED:Benji holds up the drive.He nods. Brandt hands the handcuff key through the glass to Ethan.Ethan deep in thought. We go to:

Ilsa walks past Big Ben and along the embankment. A man sits on a bench looking at the Houses of Parliament, waiting. He's well dressed, a newspaper by his side. He nods politely. We recognize his face. He's the GREY- HAIRED MAN from the opera. His name is ATTLEE. To you, anyway. Ilsa sits beside him. She places the hard drive containing the ledger on the newspaper and holds it over.Attlee is silent.CONTINUED:CONTINUED: (2)Grim pause.Ilsa stands, turns to walk away. His voice stops her:Ilsa turns back, glares at him.He looks down at the drive on the newspaper. She walks back, picks it up, thrusts it in her pocket.Ilsa turns and walks away. Attlee waits a beat before unfolding the paper yet again, revealing a cell-phone there. The screen shows the outline of the drive Ilsa laid on the paper. The screen reads: COPY COMPLETE CONTINUED: (3) Attlee collects the phone and the paper, a satisfied look on his face. \[OMITTED\]

Did you stop to consider he might want me to have it? Misinformation. Manipulation. It's what he does, Ilsa. It's what he was trained to do. Lane lies to you, you sell his lie to Hunt. Together, you compromise yourselves. That's Lane's real objective. This... It may be authentic. But the only one I trust to verify the information... is you.

Your orders were to infiltrate the Syndicate so that we may learn more about them. First hand.

This is not proof. This was a test. Like everything else. The only way to pass... is to go back.

And you should have let him. Then you would still have Lane's trust. This is the trade. Hunt understands that.

As it stands, Ethan Hunt is a man without a country. This makes killing him decidedly less complicated.

That would be crude. No. Lane will give you the order. And, to regain his trust, you'll do it.

The director of the CIA called to inquire about you personally. To protect your cover, I had to lie. To the Americans, you're a rogue assassin. A target of opportunity.

Precious few people know your true identity. It would be unfortunate if they forgot.

Director Hunley. How delightful to see you here. The last time we spoke, you were hunting rogue agents in Morocco.

I'm afraid Prime Minister, Director Hunley an I share responsibility in this.

He's gone rogue, unfortunately, intent on dismantling an imaginary terror network.

Both MI6 and the CIA are working together to bring her in, along with Hunt.

Mr. Prime Minister, your life is in danger. Our main priority is to move you to a secure location-

Prime Minister, there is no Syndicate. These men have been duped by Agent Faust-

The Prime Minister's office asked me to meet him here. Where is he?

Greetings, Prime Minister. If you are viewing this message, you have chosen to activate the Syndicate. This disk grants access to 2.4 Billion pounds sterling in untraceable currency - enough for the Syndicate to operate undetected for decades. For your chief operative and sole contact I have chosen my top man, Solomon Lane. He will be in charge of recruiting field agents and supplying them with new identities. I know, Prime Minister, that you've expressed doubts about Lane's methods in the past, but there is no man more loyal to Britain and British interests. I am confident that time will prove him out. The 2.4 billion in operating funds is hidden in a series of numbered accounts all over the world. Instructions for how to access these funds are as follows-

Long forgotten, grass overgrown, any potential mourners have since passed. Ilsa walks down the center drive, the main road far behind her, hands in her pocket. Up ahead, a car is parked, waiting... The door opens and one of Lane's goons climbs out. A beat later, Lane emerges, then Vinter. Anxious pause. Lane extends a hand. She pulls a hands from her left coat pocket and produces the drive. Lane takes it.He hands it to his goon. The goon places a laptop on the hood of the car, plugs in the drive and enters a few keys. Meanwhile, Lane motions for her to walk.Lane doesn't answer. CONTINUED:She glances at Vinter.Lane smiles. CONTINUED: (2)Vinter approaches, whispers something in Lane's ear, handing him the disc. Lane turns to Ilsa, his expression darkening. He sighs.Lane and Vinter exchange a grim look. Then they look back at Ilsa. She pulls a pistol a pistol from her right coat pocket, but Vinter is faster. He grabs her wrist and disarms her, holding her fast.

A dimly-lit room in a third floor walk-up, heavy curtains over windows. Luther's tablet lays on the table, actively searching for Ilsa. Luther and Benji are huddled over a laptop puzzling over the drive stolen from the torus. Brandt and Ethan are sorting through IMF-issue gear.CONTINUED:Ethan sits down, deep in thought. As he calculates:CONTINUED: (2)The realization hits the team. After a beat.CONTINUED: (3)Luther's tablet chimes. He glances at it.

A crowd of COMMUTERS file in and out of a door leading to the platform. Focus on one in particular: Ilsa is on the move, walking through the crowd. Just as she passes a small cafe, she stops when she sees: Ethan's face in the crowd about twenty feet away - the only face looking directly at her. She looks behind her and sees Benji's face. Two new faces are staring at her. To the left is Brandt at a news stand, to her right, Luther at a pay phone. CONTINUED: Ilsa is surrounded, she sidesteps to the cafe and sits at a table with two chairs. Ethan approaches, sits opposite to her. At a distance, the team watches them stare at one another for a moment. (Note: Ethan can hear them, Ilsa cannot.)Luther studies the way Ethan looks at her.ON ILSA AND ETHANThey share a slight smile, then:Only Ethan can hear: CONTINUED: (2)FLASH - In her mind, Ilsa sees Attlee on the bench by the river, the disk on his newspaper. She picks it up and leaves. Attlee unfolds the paper and reveals his phone underneath. The screen reads: FILES DELETED BACK ON ILSA, containing her rage, humiliation.Beat. Ethan realizes.CONTINUED: (3)CONTINUED: (4) Ethan glances at the TRAVELERS walking past, on their way to ordinary lives. The look on Ethan's face says he's almost tempted. But then:What hope she had for him slips away.Ilsa places a phone on the table, slides it across. A crackling noise and a piercing electronic squeal in Ethan's ear. ANGLE ON the pay phone. Luther hears it, too. ANGLE ON the newsstand. Brandt hears it, too. ANGLE ON Benji. Where is Benji? Ethan is on his feet in a flash. The phone rings. Ethan grabs it, running to the spot where Benji was just a moment ago. He answers the phone. The phone beeps. Ethan looks at it. To his horror he sees someone's direct POV, much like the contact lens in Vienna. He sees Benji, unconscious, a bag being thrown over his head as he is dragged away.Ethan and Brandt run for the escalator. CONTINUED: (5) Luther moves through the crowd towards Ilsa. She sits still, looking right at him. He loses sight of her for only an instant. But in that instant, she vanishes. Meanwhile, as Ethan runs, he watches on the phone as Benji is dragged toward a van, thrown inside. THE POV moves to the passenger-side door, calmly climbs in and adjusts the mirror TO REVEAL: Vinter, winking directly at himself and thus Ethan. He puts the van in drive. Ethan runs faster.

I have a question. If the disc was blank, why is she still alive?

Ethan and Brandt emerge just as the van Ethan saw on the phone roars past, down a long tunnel and out of sight. Benji is gone. A moment later, Luther rushes up from behind.The phone rings again. Ethan answers.

Lane on the other end of the phone. He faces a television on mute, watching a press conference in front of 10 Downing street - our first glimpse of the PRIME MINISTER OF GREAT BRITAIN.CONTINUED:Ethan is thinking...Lane clicks off the phone.

WHICH IS WHY IT HAS TO HAPPEN. THIS IS HOW WE BEAT LANE. CONTINUED:Ethan walks away. Luther and Brandt share an uncertain look before Luther follows, leaving Brandt to contemplate the horrible direction this is headed.

TWO CIA AGENTS sit at the back of the plane. Hunley is seated near the gallery, looking out the window, contemplating his next move. He thumbs a tablet, swiping images collected by Ethan - the map, the photos of dead agents, a sketch of Ilsa. The satellite phone rings. The 1st agent answers and brings the phone to Hunley.Hunley sets aside the tablet, snatches the phone. He thinks for a beat as to how he wants to play it.

Luther checks out the equipment as Ethan pores over the plans of Blenheim on the computer. Luther looks up as Brandt walks across the room to his packed bags.He grabs his bags and turns to leave.Brandt starts to walk out. Ethan stops him.CONTINUED: Brandt walks out. Luther watches him, concerned.

Benji has a hood ripped from his head to find himself seated in a chair, in a hotel room with a sweeping view of downtown London. Before him stands LANE, to his side, Vinter. As Benji glares:Lane smiles, leans in to Benji:Vinter picks up an explosive vest and walks over to Benji.

Establishing the grand residence, open this evening for a charity auction. Cars deposit ATTENDEES at the base of the grand stairway leading to the entrance. PHOTOGRAPHERS are on hand to take pictures. Shades of Vienna. One of these delivers Hunley, emerging from the vehicle with TWO CIA MEN. Hunley nods to his men. They step forward and pat Brandt down, going so far as to check his eyes, ears, pulling his face.CONTINUED:Brandt nods to an arriving motorcade, complete with police escort and armored SUVs. A HANDSOME COUPLE emerges and PHOTOGRAPHERS press forward to take pictures. As they head up the palace stairs:Just then, over Brandt's shoulder, Hunley spies a familiar face emerging from a limo and walking up the steps: ATTLEE.

Attlee is almost at the door when:Attlee turns, surprised to find Hunley.CONTINUED:Off Attlee's alarmed expression:

Brandt watches helplessly as Hunley spills the beans to Attlee - both of them glancing this way.

An auction is underway. The Prime Minister is in the audience, sitting with his wife. A BODYGUARD approaches, whispers in his ear.The PM looks at the bodyguard, confused, then concerned. He whispers something to his wife and excuses himself.

Chief Attlee from MI6 needs to speak to you. He says it's urgent.

The PM, escorted by two bodyguards, finds Attlee waiting at the door to a stateroom.CONTINUED: He opens the door to a stateroom, revealing Hunley and Brandt inside. As the PM steps in:Attlee steps in and slams the door:

If you don't mind me asking, what do I have to do with this phantom network?

Because you assured me that that Syndicate was merely an exercise.

Yet here we have the Central Intelligence Agency indicating otherwise.

It was the hypothetical brainchild of Chief Attlee. Recruit former agents from other nations, supply them with new identities, use them to exterminate our enemies at home and abroad. Its operating budget was to be hidden off-shore in a virtual red box which I alone would control... It would have made me judge, jury and executioner. With zero accountability. I unequivocally rejected the proposal.

Furthermore, I was given every assurance that the program never passed the planning stage...

If you can keep your head when all about you are losing theirs. If you can trust yourself when all men doubt you...

The Prime Minister sits while Brandt, Hunley and Attlee stand.The PM looks to Attlee who clears his throat.CONTINUED:The PM's expression changes when he hears the words "red box." His gaze shifts to Attlee and remains there as:The word "Syndicate" strikes a cord with the PM. His eyes shift back to Brandt. Attlee is visibly nervous. Hunley senses the shift in the room immediately.CONTINUED: (2) Hunley is confused.Attlee struggles for a response.Hunley can't believe his ears. He looks at Brandt as:CONTINUED: (3) The Prime Minister moves to the door. Hunley stops him.CLACK. The PM recoils, slumps in his seat. Hunley turns to find Attlee with a pistol in his hand, swinging it from the PM to Hunley and Brandt before they can react. Then Attlee reaches under his collar of his shirt and rips off his face to reveal: Ethan. As he peels the voice synthesizer from his neck, Hunley grasps for words, managing finally to find:Ethan pulls off the voice patch and motions to Hunley with the pistol.Ethan nods at Brandt. He moves for the PM and checks his pulse. CONTINUED: (4)Brandt stands as Ethan pulls out a hand scanner. Brandt looks into the Prime Minister's right eye.Ethan pulls out a cell phone and dials.

A cell phone rings and Luther answers.Luther plugs the disc stolen from the torus into a laptop. On screen, a graphic appears: 1) RETINAL SCAN

A limo pulls up and a familiar face emerges. Attlee. The real Attlee. He addresses A BODYGUARD posted by the stairs.

Brandt removes small dart from the Prime Minister's neck, checks his pulse. Brandt holds open the PM's eye-lid and holds a hand-held scanner to it. The PM's eye rolls, dazed.The scanner in Brandt's hand flashes across the PM's eye and transmits:

The real-time image of the PM's eye to Luther computer screen which reads: 1) RETINAL SCAN: CONFIRMED

Luther computer screen reads a series of points, including fingerprints, body temperature, electrical impulse and stress levels. The screen reads: 1) RETINAL SCAN: CONFIRMED 2) BIOMETRIC SCAN: CONFIRMED 3) PASS-PHRASE: KIPLING

Ethan tosses the phone to Brandt who holds the phone up to the Prime Minister's face.

1) RETINAL SCAN: CONFIRMED 2) BIOMETRIC SCAN: CONFIRMED 3) PASS-PHRASE: CONFIRMED CONTINUED: The screen flashes, Attlee appears on the screen. He talks to camera.

Attlee arrives at the stateroom door, much to the confusion of the two bodyguards who've already seen him go in. They share a look.

Attlee and the Bodyguards burst in through the double doors and, only to find Hunley standing over a semi- conscious Prime Minister.Both bodyguards from the hall rush in past Attlee and toward Hunley and the PM. Ethan and Brandt step from behind the open doors. CLACK, CLACK. Both bodyguards go down without ever seeing Ethan. Attlee turns to face Ethan.CLACK. Attlee goes down, too. ATTLEE'S P.O.V. looking up at Ethan, Brandt and Hunley.CONTINUED:Ethan stands, faces Hunley as:Ethan offers the gun to Hunley.Hunley looks to the PM.Hunley turns back and takes the gun.

A car carrying Ethan and Brandt screeches to a halt by: Luther, standing by a white van. On the open tailgate is a laptop computer. We glimpse the materials in the back of the truck, but can't be entirely sure what they are. Ethan moves to open the laptop. Luther places a hand on it.Luther and Brandt share a concerned look.CONTINUED:Luther steps back, taking his hand off the computer. Ethan opens the laptop. On the screen: bank accounts, each containing tens and even hundreds of millions. PUSH IN ON ETHAN, intently staring at the screen - the blues and whites of raw streaming data transmorphing - ETHAN pulls out the disk and drills a hole in it, destroying the data.

Sweeping overhead shot of the city, past the iconic landmark, finding:

A restaurant on the waterfront alongside the Tower of London. Tower Bridge looms in the background. PEDESTRIANS are everywhere. It's not the place we expected to meet. Ethan stops, noting the few FACES IN THE CROWD looking at him - some we recognize. They are LANE'S GOONS - Vinter, Saif and three others - all keeping a distance. Off. Then he sees: Benji, motionless, eyes front, a closed laptop on the table in front of him, along with two glasses of wine. Next to him sits Ilsa: also perfectly still. Ethan approaches slowly, and as comes closer he can see the beads of sweat on Benji's forehead, the neutral look on Ilsa's face. Eerie. Benji looks up:Ethan sees an earpiece in Benji's ear. ECU on Benji's eye - a contact lens like the one the assassin wore at the opera. Then Ethan sees it - a small light flashing under Benji's coat. Ethan reaches over. CONTINUED:Ethan gently pulls it open. REVEAL: Benji is wearing an explosive vest. A lighted keypad sits smack in the middle of Benji's chest. The timer is ticking down.

Ethan looks down at Ilsa's hands in her lap, sees the pistol there.Ethan looks at the PEDESTRIANS and DINERS all around them. Innocent victims...

Ethan sits down opposite Benji. CONTINUED:\[OMITTED\] \[OMITTED\] \[OMITTED\]

Close on Lane, Ethan's words hitting home. The timer continues counting down... CONTINUED:Ethan produces a pen, starts writing on a napkin.With an assuring glance to Ilsa, he finishes writing and holds up the napkin to Benji's confused face.

But not Lane. He sees a series of letters and numbers on the napkin, along with the name of a bank. Lane types on the laptop. A beat later, a familiar interface appears on the screen. ECU on the number: 50,000,000.00 GBP

Through the screen, Ethan stares at Lane. Waiting. Lane boils. The timer counts down.

The timer stops at :03. Benji and Ilsa exhale. Ethan glances about.

Vinter hears this in his ear. He nods to his goons. They all step closer.Ilsa smiles, admiring the play. She slides her seat next to Ethan, plans her gun in his ribs.

Benji listens, looks down at the keypad on his chest. He nervously punches in a series of numbers. The light on the timer dies and the five-point harness springs open. Benji sheds the vest as discreetly as he can. Wrapping it in his overcoat.Ethan slides a phone across the table.With a final look to them both, Benji walks away. He dials the phone as he goes. \[OMITTED\] \[OMITTED\]

The loading dock of an office building. Brandt is crouched by a glass door, rigging a hinge. His phone rings.Brandt turns to Luther seated nearby.GET READY. (to Benji) Alright - listen carefully -

As he walks past Vinter:Tense pause. Vinter and Ethan make eye contact. Then: Vinter and his goons all reach for their guns as: Ethan and Ilsa stand in a single motion. Ethan spins, covering Ilsa with his body as she aims and fires with her silenced pistol. Two goons drop. The commotion draws the attention of NEARBY BYSTANDERS. As the panic starts: CONTINUED: The other two goons rush through the crowd behind Ilsa. Ethan spins, grabbing Ilsa's gun, takes out the other two guys. Pedestrians and patrons scramble, realizing now that something bad is going down. Ethan grabs a phone off a dead man and he and Ilsa take off into the crowd.\[OMITTED\] \[OMITTED\]

Ethan and Ilsa round the corner, and Ethan pushes her back just as gunfire explodes across the wall above. Ethan pulls his weapon, fires, a goon taking cover. ON A GOON, reloading, getting an angle, sees Ilsa flanking him, thinks he has a bead on her when - He's blown back, Ethan taking him out.

Ethan and Ilsa, ducking, running through some archways. A goon follows them around a corner - too close. Ethan RAMS him through a nearby window. \[OMITTED\]

Ilsa round the corner, ducks below a pillar, as the goon in pursuit is close behind. She elbows his midsection, drives a knee into his solar plexus, finishing him off. She turns to head back towards Ethan, when, from behind another pillar steps - Vinter. Puffed up and looking like he's like nothing more than to strangle her with his bare hands. CONTINUED: She draws a knife. He draws a bigger one. Oh shit.

Ethan runs from gunmen, grabbing cover, turning and killing one, before running down a narrow passageway. 2nd goon follows, looks down there. Sees nothing. He starts checking each doorway along the way. Ethan drop down from ABOVE him, crushing him to the pavement, Ethan's leg crumpling beneath him.

Vinter and Ilsa circle each other. She slices him, but he's unaffected, countering with his backhanded hilt to the side of her head. She recoils, looking at him.He's the physically superior, but she's the more lithe and cunning, allowing her to parry every attack - quick and violent, no holds barred.

Grimacing, Ethan checks his gun. Empty. He tosses it. Hangs his head, breathing hard. The sound of a car approaching. A car is coming from his left. He looks right, confronted by a long box alley. Nowhere to run. He looks to a glass foyer across the alley and runs for it as: The car arrives from around the corner to his left. The vehicle stops and Lane emerges, along with TWO GOONS. Ethan runs toward the glass doors as they fire. The glass shatters and Ethan throws his body through.

Convinced he's going in for the kill, Vinter gets careless, allows Ilsa to swing up behind him and DRIVE her blade into his chest. He sinks to the ground, her riding him all the way to the ground. The sound of the alarm makes her look up, and she sprints away.

Ethan, stumbling, falling forward through a pane of glass, past construction materials. He trips, falls through a square hole cut in the floor. Lane walks to the edge, looks down. He sees: Ethan's legs, dragging out of frame 10 feet below. Lane jumps down into a -

He sees Ethan, immobilized, 10 feet away. He walks forward. Bump. He hits something. Holds his hand out. A pane of glass. He turns right, hits another pane. Turns left, hits another. He's in a box. THUNK. Something above. He looks up and sees: Benji, smiling. He fires. The bullet appears to explode in mid-air. Lane turns to find Ethan standing in front of him - inches away. Lane fires. The bullet hits the tempered glass, useless. He looks to his left to see Brandt emerging from the darkness. Luther appears from the right. He looks up again and sees: Ilsa, standing beside Benji, looking down at him with contempt, and more than a little pleasure. He fires again. And again. Nothing. He's trapped in a bulletproof glass box.Ethan nods to his friends. Benji smiles and holds up a trigger in one hand. He presses the button. The glass portico fills with gas. Lane glares at Ethan, pounding his fists on the glass, screaming noiselessly, flailing like a poisoned spider, until he is still, and disappears in the fog. Ethan steps back and shoves the case. The light flicker on to reveal the box containing Lane rests on the edge of a large loading dock. CONTINUED: Energy, movement, a sense of urgency. JUMP CUT as the box is slammed to the floor on it's side. JUMP CUT as a large van marked POLICE backs up to the dock. JUMP CUT as the rear doors are opened and the box is slid inside the back of the van. Luther, Brandt and Benji slip on bright police jackets and hats before climbing into the van. Ethan turns to Ilsa - both of them battered and exhausted from the night's ordeal - approach a waiting car.Beat.Ethan gives her a look. He doesn't need to say it. She shakes her head, no.Ethan nods, understanding.

Police cars pull up outside the building. POLICE rush in through the smashed window.

The sound of sirens above. Pressure mounting.And in that moment, they embrace - not as lovers but as comrades. They kiss, not with passion, but with understanding - a moment that says "I'll miss you." CONTINUED:She climbs in the car and starts the engine.And she drives away. Ethan watches her go down a long tunnel into the unknown before turning to the waiting vehicle. As Benji starts the engine:

Police fill the desolate space - flashlight beams cutting the semi-darkness. ONE COP approaches a hole in the floor. He kneels down, shines his light inside. \[OMITTED\]

A POLICE VAN screams past, sirens wailing, lights flashing. POLICE CARS scream past in the opposite direction. That police van kills the sirens and the lights.

Benji, Brandt and Luther dressed in a police uniforms. Benji drives. \[OMITTED\]

Closed session. SEVEN MEN on the dais. In the center is the Chairman. They face two figures in the gallery. One is Hunley. The other is Brandt. CONTINUED:Hunley snaps out of his thoughts.The Chairman sits back, ponders. CONTINUED: (2)Long, tense pause. The Chairman turns to Brandt.

STEVEN SCHWIMMER , a drama critic , asleep on his bed . He wears a sleep mask . The bed is a mattress on a makeshift platform . Papers strewn on the floor . An exercise bike . A desk with and old manual typewriter , reference works , periodicals , Styrofoam cups . A cast - off sofa with pants , shirts , sweater , underwear and socks tossed haphazardly on the cushions and arms . A counter that sets apart the kitchen area . A portable TV set on the counter . The remains of dinner for one . A row of stacked cardboard boxes with mail spilling out on the floor . Boxes are labeled in crayon : HATE MAIL . A coffee table with a candle nub in a saucer and six gleaming rounds of ammunition scattered next to a Llama Comanche .357 Magnum with a checkered walnut stock - overall length , nine and a quarter inches . A Port - O - San toilet , about seven feet high , orange , scarred and dented - scavenged from a construction site . A snapshot on the bedside table . It 's a blurry picture of Steven holding a cat . Steven wears a peaked cap , and a shadow falls across his face . Next to the picture is a clock radio , which comes on with a buzz as the clock shows nine AM . RADIO ANNOUNCER begins to speak -Steven does not stir .

Traffic flowing smoothly on the Deegan right now but if you're lucky enough to have a ticket for tonight's game, be sure to leave early because it's going to be bumper to bumper.

Another day of traffic. Traffic everywhere I look. Cars stop and move and stop again. People sit at the wheel thinking their thoughts.

Day in, day out. Red light, green light. Traffic on the major arteries and traffic in the little veins.

Cars, vans, taxis, trucks, limos, Mopeds, bikes and buses. Emergency vehicles screaming and wailing. Birth and death, walk and do n't walk.

Traffic yesterday, today and tomorrow. Bumper to bumper, soul to soul. This is Lone Eagle over and out.

Steven 's loft is in an old squat building on 47th Street near Twelfth Avenue . The structure looks abandoned . Graffiti everywhere . Entranceway filled with debris .

The shimmering glass facade of the United Nations Plaza Apartments at 48th Street and First Avenue . A man visible at a window on one of the high floors , a cup of coffee in his hand .From his POV we see the traffic below creeping along , nearly at a standstill .The man takes a sip of coffee .

The same man - the playwright Nicky Rogan with his hand in the air , hailing a cab . He is forty - five , vigorous , wearing well - made sporty clothes . In a corner of the screen - OCTOBER 25 , 1986

Stalled in traffic .Nicky glances at the driver 's name plate : KAGANOVICH ANATOLI .

I used to be head of neurosurgery. Big hospital in USSR. This hospital, I'm not kidding.

I loved my taxi. Went twelve hours nonstop. Stopped only to pee. I peed under the Manhattan bridge. Peed many times in parks and playgrounds.

They can send their heartless brilliant boy - critic. There's a much bigger thing going on than tonight's opening.

Three games to two. But if you know their history, you realize there's a tragedy in the making. I've been carrying this franchise on my back since I was six years old.

If you have a team you've followed all your life, and they raise your hopes and crush them, and lift them and crush them, do you want me to tell you what it's like? It's like feeling your childhood die over and over. J

The Red Sox blow a chance to win their first World Series since 1918. You expect me to miss that for an opening night?

It's all worked out. They'll lose tonight. Then they'll lose tomorrow. I see it with stunning clarity.

I wrapped my sandwiches in tinfoil. I ate and drove. I had one of those big checkered cabs.

What do you want to talk about? I'll talk about anything. What's this?

And he hears it the same time I hear it? What happened to family secrets?

Hello George. You're so healthy and thick - bodied I want to punch you in the chest. This is my daughter Laurel. Just to hear the sound it makes.

If lawyers for the mob are called controversial, why are divorce lawyers called prominent?

I just had breakfast with her. She did n't say a word about this.

Do n't be so steely - eyed. It's that course you're taking in criminology.

You're too young to be studying criminal behavior. It's making you obsessive.

Your mother and I have something between us that's too strong to damage permanently. Believe me, I know this. That's right, nineteen years. And what about the days and minutes? Sharing small moments, sharing memories, raising a beautiful child. We're wedded in the deepest and strongest ways. Lillian is n't only my wife. She's my best friend.

Do n't call her Mother all the time. It makes her sound tragic and unforgiving. What happened to Mom?

It's life, it's taxis. People trying to make contacts, make deals, meet their lovers. Taxis are sexy. You ca n't have Manhattan without taxis. I was proud of my taxi. I kept my taxi clean.

Do n't needle me, Elliot. Tell me how bad you feel. We're suppose to feel bad together. This is what friends do.

I'm trying to think. When did you start looking so terrible? You look awful.

Suffering. You exude a person who sits in a small dark apartment eating soft white bread.

When the Mets lose, they just lose. It's a flat feeling. But the Red Sox - here we have a rich history of interesting ways to lose a crucial game. Defeats that keep you awake, that pound in your head like the hammer of fate.

You can analyze a Red Sox defeat day and night for a month and still uncover layers of complex feelings - feelings you did n't know you were capable of. The pain has a memory all of it's own.

I was all noise. Played the radio loud. Battled constantly with my brother and sister. Here I am, world.

I'm trying to prolong our afternoon. In case you have n't noticed.

appreciate that, Sidney. But our leading man ca n't remember his lines. And his understudy ca n't carry the play.

You have to see the words. Try to build a mental picture of the script. Imagine your lines high - lighted with a felt tip pen.

There's a certain kind of wounded young man who uses his oddness to get laid. Is that our Steven?

So everything. That's so what. So I begin to hate him. So I want to do him grave harm.

I know you both. Enough. How much knowledge does it take before a man does something crazy.

That's the drama. We're waiting for life to continue. Where do you pee, Ibrahmin?

Across Ninth Avenue. Dodgie's. Where you've been getting your hair cut for fifty years. Where Uncle Billy and Uncle Marty got their hair cut. Where Jim Rorty shot a man for cheating at poker.

It's a constant shock to me, how small this place is. How did we do it? Five people in these little rooms.

Lillian says it once a week. ` Why does n't he come live with us?'

I do know the answer to that. Why do n't we watch the ball game later? We'll go to Mannion's.

Of course they're gon na lose. We'll watch them lose. What good is heartbreak if we do n't experience it firsthand?

Remember 1949? Last two games of the season. Against the Yankees. The Sox lost on Saturday. Then they lost on Sunday. First I cried for twenty - four hours. Then I had fist - fights the rest of the week.

It's all connected, Pop. It's one life. Baseball is memory. How do fathers and sons show their love? They go to a ball game together. Thirty - five years later, they sit in the kitchen and remember.

Hey, Pop. I know you do n't like the commotion of opening night. But I especially want you to see this play. It's new territory for me. And for you too. I have to know what you think.

I was in a hurry to do big things, make big mistakes. Any mistakes were okay as long as it was big. But I'm trying to see these things clearly and honestly. That's the play they're going to kill starting tonight. There's a guy out there getting ready to rip it apart. And that's us. Who we were and where we come from.

I'm not a lonely spooky writer like you. Nursing a hundred grudges. I'm a man who loves life.

In other words why should we suffer silently at this kind of abuse? The man is out there ruining lives.

Shoot him, Nicky. Not that we really mean it. But where does he live?

Look, we're stuck here front and back. It's dinnertime for you, game time for me. Let's park the cab and go to Mannion's. What do you say, Matthew? We'll drink beer and talk baseball.

This place becomes famous. Tour buses. Blind people feeling around for bullet holes in the wall.

I respect a kid who does his homework in a taxi. But let's put a lid on the questions.

It's complicated. It's a whole life. A person does n't commit an act of violence out of nowhere. There are strong forces at work.

Wife and daughter. My father's still alive. He outlives me, starting tonight. Because the Mets just tied the score. It was only a matter of time, was n't it?

We stranded five runners in the first two innings. This will come back to haunt us.

Get the hell out of here. I do n't want you bringing our food. Send a real waiter.

The whole thing is my fault. I took unfair advantage of your patience and understanding. You understand me.

You smoked because I smoked. We were falling in love, remember? I used to see certain movies only because you had seen them. I wanted to see what you saw.

Laurel wants us to be honest and open. Let's be open with each other.

We did it in the office. She thought her apartment was too impersonal.

I feel great. I feel impeccably alive. I'm elated. Eat something. Please. I love you.

He's a twenty - four - game winner. He pitches seven solid innings. We scratch out a one - run lead. Of course he gets a blister. Of course they put up Greenwell even though Baylor's sitting on the bench. Of course Greenwell strikes out.

I want to say it because my whole life may depend on these next few moments.

Enjoy your ice cream, kid. When you're an old man it'll come back to you. The same deep sweet soft toothy taste. And you'll remember where you were and what you saw.

This is something no one has been privileged to see in almost seventy years. Very few people now alive can say that they have seen what you are about to see, Matthew. The Red Sox win a World Series. This is deeply, intensely personal. All the mistakes I've made, all the envy, fear and violence that's encased in this little envelope we call a person - all washed away in the next few minutes. And your grandmother knows why.

All the times I died when the Red Sox lost an important game they should have won. All the awful things I said to my mother and father. To Tmy wife and daughter.

One more little out. A nubber. A pop - up. All year long, thousands of outs. We want one more little out.

It's Stanley. It's the Steamer. Fate has spoken to this man in the depths of the night.

I used to go to the movies all the time. I saw a hundred situations like this. A man and a gun - and a locked door. Lee Marvin or Steve McQueen. And I used to say to Lillian because we went to a hundred movies that we saw together or that I saw because she had seen them, and I'd say, ` Watch him kick in the door with one kick,' And it might be Steve McQueen or Jeff Chandler, holding the gun up like this, and he would turn and kick the door and it would fly open at once, and I would say to Lillian, ` How completely phony. Whoever made this movie has no idea how hard it is to kick in an actual door in real life.' I still love Lillian. But it's not easy to kick in a door. I knew they would lose and they lost, so what are we so upset about? They lost tonight, they'll lose tomorrow. It's written on the wind.

These wives named Lillian. I used to say to her, ` You do n't kick a door once or twice and expect it to open. It's only in the movies a man can kick in a door with such amazing ease. Because a real door requires a tremendous and prolonged pounding before it finally gives way.' He's a great player. how could that ball go through his legs?

Look. I'm sorry you keep running into dishonest men. But you're only eighteen. We can still turn it around.

I'll see you all the time. I'll get a place right nearby. One room. No distractions. We'll talk.

I went to college in Boston so I could be near the Red Sox. I took summer classes and the cut them to go to the game. My wife is from Boston. Lillian Ziegler?

If you're such a devoted fan, why were you at the play tonight instead of the game? Answer carefully. This is important. You could have gone to the theater last night. There was no game last night.

I was six years old the day Pesky hesitated throwing home and Slaughter scored all the way from first. That's when I knew the Red Sox were my team. Pity and terror.

I am sitting here five years in traffic. It is one continuous traffic since I arrive. Why must it be?

A man is hit the other day by another taxi. I mean he is flying. Crash against the windscreen. Right here in my face. Blood is everywhere.

I was barrister in Kenya. I said to him, get off from here. I can not drive with your body on my windscreen.

47th Street and Third Avenue . A man is dancing with a life - size cloth doll . His tape player is on the sidewalk , playing and instrumental version of `` Beautiful Dreamer '' and there is a cigar box for donations . A few people look on from a distance . The man wearing an old cutaway , with running shoes , and the doll has long red tresses and wears a frilly gown . Nicky emerges from a taxi at the corner and walks rapidly past the dancing man . Nicky crosses the courtyard to Buchanan Apartments .

JOANNA BOURNE reaching for the door . Joanna is fifty - ish , handsome , stylishly dressed .

Nicky and Joanna embracing with wordless abandon . They are in the hallway clutching each other , stumbling . The walls on either side are hung with expensive art . They grapple past the living room . Fleeting look at the paintings by Longo and Fischl , a poster by the Guerilla Girls . The edge of the bedroom . Nicky is crawling into the room and Joanna is hanging on to him , being dragged . They are fully dressed except for one of Joanna 's shoes . The bedroom . A Lichtenstein , a Hockney , a silk - screen of Joanna by Andy Warhol . A Jeff Koons piece . Nicky and Joanna roll on the floor until they are halfway under the bed .

Muffled sounds from the bedroom . We track to : The maid 's room . The maid is smoking a cigarette and reading New York magazine . The cover is partly obscured by her hand but we can see a blurry black - and - white photo of a man hurrying along a street with a newspaper over his face , shielding himself from the camera . Over the photo , three words visible : THE PHANTOM WHO - A second line of type is too small to be legible .

Nicky and Joanna are undressing after the fact , very slowly and distractedly . Joanna stands by a chair near the window . Nicky is on the other side of the bed and he alternates between standing and sitting as he takes off his clothes .Joanna enters the walk - in closet to finish undressing and get a nightdress .Nicky follows her into the closet , still in his shirt and boxer shorts .Nicky walks out of the closet , takes off his shirt , gets into bed .Joanna emerges from the closet in her nightdress and gets into bed .

Last night. Alan Albright called me a handsome woman. Second time he's done that. Son of a bitch.

Alan's very sick. He has to go to New Mexico and sit in a lukewarm solution.

Peter Redmond. They found out why he ca n't remember his lines. There's something living in his brain. A parasite he picked up in Borneo, doing the movie.

They're watching him closely. There's a special rehearsal set for this afternoon. To bolster his confidence. And that's not all.

That's not all, Nicky. I've been backing your plays for fifteen years. And I've never been more depressed.

Steven Schwimmer. The most powerful critic in America gets his first crack at Nicky Rogan.

Ever since he started reviewing the Broadway theater, nobody in this business has been worried about anything else.

I'm proud of this play. It's so different from anything you've done.

I used to tell myself. Talent is more erotic when it's wasted. Will I see you tonight?

It makes me so mad. Steven Schwimmer ready to strike. The exterminating angel.

Steven is just waking up . The radio plays soft music . He reaches over and hits the off button , then activates the cassette player . He struggles out of bed and Sufi music begins to fill the room . He stands at the foot of the bed , a man in his mid - twenties , hollow - chested , slightly potbellied , wearing rumpled pajama bottoms and a Mostly Mozart T - shirt . He does not remove the sleep mask . The music has a sensuous , driving beat . Voices begin to chant . Steven holds his arms parallel to the floor . Slowly he begins to turn , clockwise . The beat picks up and he whirls more quickly , his mouth coming open . Now he begins to whirl about the room . The chanting grows in intensity . Although he is blindfolded , Steve deftly avoids running into furniture and other objects . Steven stops whirling at the precise moment the music stops playing . He is back at the foot of the bed , arms stretched wide .

Creeping along . Nicky leaning toward the driver .Driver 's nameplate - CHOUDHURY RAMASWAMY .A taxi pulls up alongside . Nicky notices the young woman in the rear seat . It is his daughter Laurel . He opens his window .Nicky leaves his taxi and gets into Laurel 's .

Nicky pushes in next to her . Laurel is eighteen , slightly overweight , with a pleasant and expressive face . She is carrying books in a nylon haversack .Nicky lifts a small radio and headset out of her bag .Driver 's nameplate - TABATTABI ABULHASSAN .Nicky pays the driver .

I do n't drink coffee, Daddy. And this is not what we should be talking about.

So at the intermission I can listen to the ball game. Do you know that mother is seeing a prominent divorce lawyer?

She's doing like those Iranians. ` I divorce thee. I divorce thee. I divorce thee'

Because they get outstanding settlements. And Mother is determined that this time there's no turning back.

Because you refuse to believe she's serious. You've always refused.

She wants you to stop seeing What's - Her - Name. Finally. Now and forever. Do you think that's too much to ask? For a wife of nineteen years.

Mother wo n't tell me how long you've been seeing this person. She's embarrassed to tell me. So why do n't you tell me?

Know what Mother said to me? Daddy's demons are so intense he does n't even know he's lying.

Rogan, Laurel. You also have a Rogan, Lillian. She wo n't need it. Sell it.

I have this thing where I have to know a person is being honest with me before, you know, I can feel completely free to be myself.

You wo n't even tell me your name. What's shocking about a name?

Daddy, I'm sorry. But he was so beautiful. I trusted him. When I saw what he really looks like -

Nicky stands alongside the first taxi and pays his original driver . Laurel reluctantly exits the second taxi .

47th Street between First and Second Avenue . Nicky and Laurel enter the coffee shop they are greeted by the owner , a hefty Greek named GEORGE .He leads them toward a booth .

That's not what I hear. I have four, five actors working here. ` His best play since `` Yessiree Bob'' I'm telling you, they say it.

Nicky is launched into a full breakfast . Laurel has a tea bag in a cup - no water .A young waiter recognizes Nicky and unobtrusively points him out to another waiter .Nicky shrugs .

Nicky and Laurel stand on a short line at the cash register , each holding a check .Nicky takes Laurel 's check away from her , intending to pay himself . Laurel snatches it back .

Bank towers . The Bank of India , Banco di Napoli , Bear Stearns , the Bank of New York , The Chemical Bank , Manufacturers Hanover . A sense of real institutions looming over the busy street . The bank names engraved on bronze markers , carved in granite , incised on glass . Street level . A glimpse of the bronze statue called `` Taxi on Park Avenue '' - a man with and attache case and raincoat , hailing a cab . The real people hailing cabs , well - dressed men and women striding along with briefcases - purposeful , successful .

Nicky rides again .Nicky shifts his gaze . He sees Elliot Litvak slinking across the street , looking faintly unclean and shows a trace of a smile . He watches Elliot enter the lobby of the Chemical Bank .

Elliot is at a cash machine , making an elaborate transaction . Nicky appears , approaching the adjacent machine . Elliot sees him .Nicky attends to his own transaction .Nicky takes his cash and begins to move away . We do n't appreciate what they 've built for us . We 're artists who are too dumb to see that this is the peak moment of Western culture .

Nicky. I was thinking about you. I went to the preview last night.

Joanna Bourne. So rich and crisp. This woman lets you touch her body? You put your hands on her personal parts?

You will suffer because he is in the theater. And you will suffer a thousandfold when his review appears.

Before his Broadway days. He reviewed the one - act I did at the Fulton Fish Market. We did this play at four AM, outdoors in the rain. One performance. For the fish handlers.

You do n't know about obscure writers, Nicky. How we have our anger to nurture and love. Our murderous fantasies for any amount of fame, money, power and sex.

` One thing saves Elliot Litvak's work from complete mediocrity, and this is his lack of ambition.'

It gets funnier. See, Nicky? They chart the laughs. This from a critic who lives like a fallen monk. Whose address is a carefully guarded secret.

Do you want me to tell you what it was like, reading that review at the newstand with trucks rumbling past and street vendors facing Mecca?

The man has taken over my mind. He's not only out there. He's in my head and I ca n't get rid of him. I ca n't write a word without imagining his response. I'm paralyzed as an artist.

` I'm just a professional. A dues - playing member of a guild.' Because you're afraid, Nicky. That's the darkest part of you. You do n't think you're good enough.

We're talking about something deeper than grudges. How do we respond to personal attack?

He'll kill it. He'll write a review so devastating it will shatter your career and cause the most unmanageable psychic grief. What happens to your apartment on the East River? Your house in Connecticut, where you watch things grow.

` The most interesting thing about Elliot Litvak is that he writes the way he looks - fuzzy, grubby and shifty - eyed.'.

Your truth is locked in your past. Find it. Know it for what it is.

About an hour and a half ago. I saw her come out of a place. She said she was visiting a friend. But she would n't tell me who.

Stalled between Park and Madison . The driver has opened the door and is standing just outside the cab , trying to determine the cause of delay .Nicky hits Elliot - a token blow to the arm . Elliot thinks about it , then hits back . They swat each other , half kiddingly , each of them leaning away from the other to prevent being hit in the face .

A whitish brown mist is building the west . There is a sense of scurrying people .

The driver re - enters .Driver 's name plate - BODENHEIM YEHOSHAFAT . Nicky pays him .

The driver flees eastward . Nicky and Elliot run across Madison Avenue . A snowstorm of asbestos is shooting out of a man hole cover west of Fifth Avenue , reducing visibility to near zero . Cars and people are white shadows . The two men , with collars raised and hands over heads hurry into a restaurant on 47th Street between Madison and Fifth .

A small narrow room . Handsome wall paintings - a Tuscan hill town . Very slow day . Nicky and Elliot sitting with a carafe of wine , a bottle of mineral water and some bread sticks . Glancing at menus intermittently .A patron approaches the table and stares at Nicky with a fixed grin of crazed recognition .Nicky 's jaw becomes set and he pours himself a glass of wine as the man backs off .The waitress comes by . She is Paisley Porter , attractive , in her mid - twenties .

I was one of those silent, listening children. Glued to the shadows.

Steven goes to extremes to protect his privacy. No friends. No phone.

Sort of. Sometimes. You're not building an obsession about Steven, are you? Look. I understand opening - night jitters, but you've got one of the great actors in American theater starring in your play.

If I'm sleeping with him, and I have n't said I am, then so what?

But you do n't even know me. How can you care what I do with whom?

In other words I never understood until today how much pain and anxiety you've been causing with your reviews. Steven, it's so unfair.

Yes. I've seen your victims. One past and one future. I thought I might convince you to reconsider.

The food has arrived . Nicky is eating compulsively - in contrast to Elliot , who sips his mineral water , dabs his mouth with a napkin , looks around the restaurant between bites . When Nicky is finished with his food , he begins picking among the items on Elliot 's plate . Elliot uses his fork to deflect Nicky 's fork and the two men have a brief duel with utensils , fencing silently but intently , using knives and spoons to vary action .

The asbestos mist still clings . Men in protective suits and masks move slowly , like moon walkers . Halted traffic , abandoned cars . Mud covering the sidewalks and shop windows . A gauzy stillness , dreamlike .

Stillness . A slow whirling 360 - degree shot . The kitchen area is empty . The door of the portable toilet is open and no one is inside . The makeshift wardrobe is empty except for four or five hangers with shirts and jackets . There is no one at the desk or exercise bike . A sound , faint but persistent , like an intake of air . The bathroom . The toilet bowl has been ripped out and taken away , leaving a hole in the floor . Brownish water drips from the tap into the wash basin , which is indelibly stained . The drip makes a two - part sound and it matches the rhythm of the intake of air . One - two . Pause . One - two . The bathtub has been sprayed by a graffiti artist . Multi - colored swirls and arabesques . Steven is sitting on a mat in the tub , arms in the air and folded so that his fists are close to his ears . He is in lotus position , breathing in serious meditation - a deep intake of breath followed by a softer expulsion , matching the beat of the dripping faucet . He is still wearing the sleep mask .

The kitchen staff is eating at a group of tables pushed together . Nicky 's table has been absorbed by this cluster and he sits reading the sports section in a tabloid and having an espresso with his cigar . Elliot , Paisley and actor - waiter stand at the small bar in conversation . Next to Nicky , two kitchen workers talk about the ball game .Paisley walks across the room toward the kitchen . Nicky pauses to watch her , then resumes speaking .

The parking lot is empty . The stands are empty . A few members of the crew move the batting cage into place for batting practice .

The empty visitor 's locker room . Uniforms hang on the doors of the lockers in preparation for tonight 's game . We see the names Henderson , Stanley , Buckner .

Cramped quarters . Intensely claustrophobic . Elliot at the urinal . Nicky at the hand - dryer . An actor - waiter standing between them at the sink .The waiter squeezes past and leaves .

To go to the theater. Wears I do n't know what. Make - up, padding.

Because he is so deeply hated by so many people in the business.

But I know you, do n't I? I seen you on a poster in the theater district. I'll think of your name in just a -

Elliot standing near the front window , in a shaft of sunlight , examining a white after - dinner candy . He puts it in his pocket for later . Paisley eating lunch at the end of the long table , looking up to see Nicky approach with liqueur and a glass on wine . He sits opposite her , placing the wineglass in front of her .

Elliot watches Nicky embrace Giorgio . Nicky carries the tabloid he 'd been reading - the `` Daily News '' . Elliot and Nicky stand at the door and watch the whitish mist that continues to linger .They pull up their collars and run outside .

The street is deserted . Nicky holds the newspaper over his face for protection . Each man has an arm in the air , trying to hail a taxi . They are standing near a trash receptacle that carries an advertisement for `` New York Magazine '' . It is a reproduction of the cover that we 'd glimpsed earlier in Joanna 's apartment when her maid was reading the magazine . A furtive man shielding his face with the newspaper - and a headline about a Phantom . Nicky and Elliot do not see the receptacle . A bus comes down the street with a large horizontal ad covering its right side . It is the same ad - five of them actually , five `` New York Magazine '' covers side by side . Elliot is trying to hail a cab and does n't notice the ad . As the bus bears down , Nicky steps out of the way , removing the newspaper from his face and getting a clear look at the five photos on the side of the bus - a man concealing his face with a newspaper . Nicky reads the text under the logo of `` New York Magazine '' .Nicky stares after the bus . Another bus comes along , carrying the same ad . Nicky watches darkly .

This is the diamond district . Store signs reading : Antique Jewelry We Buy Diamonds Gold Emporium Wholesale Jewelry All Brand - Name Watches Reduced

Nicky is reading the newspaper . The driver is speaking Chinese into his two - way radio . Squawky replies from the dispatcher in machine gun Chinese .Nicky lowers the newspaper . Driver 's nameplate : WU LI .

About a dozen people gathered together including several diamond merchants in their beards , black suits and fur hats . They are watching the man in the cutaway dancing with his cloth doll . Someone places a donation in the cigar box . From the tape player : `` Dancing in the Dark . '' Elliot ends up near the Gotham Book Mart , on the north side of the street . Nicky looks right past him into the bookstore window . He sees something that interests him .

Nicky walks along the main aisle , looking at a woman standing in the poetry nook . Only a few people in the shop . He enters the back room and gets a glimpse of a woman walking through the opposite doorway back into the main room . He squeezes past a browser and looks through the doorway . Someone is just leaving the shop . He walks to the rear of the store , where the office is located . The door is open , the room is empty . He re - enters the main room and sees a woman seated on the top step of the stairway that leads to the basement stacks . Her back is to Nicky and she is reading a book . He approaches slowly and then squats by the doorway to get a closer look at her . She turns . It is Paisley Porter .

Nicky has been cornered just inside the entrance by the stage manager , a small , fierce woman named RENEE SIMON .

I ca n't take this anymore. He forgets simple lines. He forgets where to stand. We tell him and tell him and tell him. I know he's a sweet man. I love Peter. It's not his fault. But I've never worked in a show where the leading man has parasites in his brain.

Why do we blame the Third World for our parasites? Maybe he got it in Denver or Minneapolis.

Nicky sits down in the orchestra , looking darkly into space , brooding . He surveys the set , a working class kitchen , behind it a backdrop of dark streets and looming tennaments . A portly well - dressed man appears , moving along the row toward Nicky . This is SIDNEY FABRIKANT , the producer .Nicky looks out at the rehearsal in progress on stage . The director , JACK HASKINS and the actor PETER REDMOND -LRB- 50 -RRB- confer , move about gesturing and blocking .Nicky looks across the theatre . Paisley Porter sits alone , tenth row center , watching rehearsal with rapt attention .

Joanna loves this play. She has sunk tons of money. She is completely Ncommitted.

I had lunch with Joanna. She said she told you about Peter. You were n't concerned, she said.

So what happened since? You're worried about this kid who writes these reviews?

Well I am. Worried sick. Everybody quotes Steven Schwimmer. He's here to announce the death of civilization. He kills a play every time he farts.

Too late. All the elements are in place. Delay the opening and we lose the theater.

REDMOND - A LITTLE LATER The actor sitting on the sofa . Nicky on one knee , leaning towards him in intimate conversation .

But my parasite is consuming all the new memories. Eating my lines.

This is your history, is n't it? Nicky? All around us. And my parasite is consuming it.

I can see her face so clearly. Dear God. My heart was flying out of my chest with love.

I feel shaky about one line in particular. If I can get past this line. I think I can handle the last long speech.

That's the line I ca n't ever, for the life of me remember. I just ca n't get it.

I know it sounds easy. But something happens between the time I hear the line and the time I'm suppose to Jrepeat it.

It's the same line. The Father simply repeats what the Son says to him.

They enter lobby daylight , squint a little .MUTED BACKGROUND VOICES ON THE LOBBY PA : Jack Haskins and Peter Redmond .They look up at the speaker .

Wide of the theater . Nicky says goodbye to Paisley . Reverse angle , Elliot watches them from across the street . Nicky goes back inside the theatre . Paisley walks west on 47th street . Elliot waits for a moment , then follows her .

The Port - O - San . Steven emerges and goes to the stacked cardboard boxes against the wall . His hate mail . He is wearing a bath towel like a prayer shawl over his sweat clothes . He drags one of the boxes to the ratty armchair . He sits in the chair by the filthy window that looks west toward the early - setting sun . He takes a letter from the box , opens it , reads it , lets it fall to the floor . Takes another letter , opens it - There is a knock at the door . Steven tenses , does not move . Another knock . He moves warily toward the door .Steven releases the dead - bolt lock and opens the door .

Of course it's unfair. The truth is always unfair. Why do you think I live this way? Hiding out. Stealing electricity from a lamp post. Because people who write the truth are outcasts of society. I ca n't live openly, in a nice clean doorman building, with my name on the mailbox. They'd come after me in packs.

The truth is never gentle. Listen to me carefully. Each of us lives in the thinnest possible wrapping of wishes and dreams. Truth is the force that penetrates this wispy skin. It hurts and maims.

Look how they hate me for telling the truth. It's an education, Paisley. The College of Raw Nerves. Letters dripping blood. Cries of revenge.

Names are incredibly intimate. We barely know each other. Trust me on this.

We're strangers in the night. The last thing we want is honesty.

Even if the truth about a person is sad or depressing or shocking?

They're my team, too. I grew up on Boyleston Street. Right by Fenway Park. I went to fifty or sixty games a year. All by myself. I was one of those kids with scabby elbows. I called out to the players. ` Look over here. Hi, I'm Steven. My parents are divorced.'

The Red Sox were my world. I surrendered my existence to a team that could n't win the big one.

Because I ca n't bear to watch. When they lose, I die inside. It's like some little person named Steve just crumples up and dies. I wait for the scores. I still die, hearing the scores, but it's over in a second. I ca n't survive the game pitch by pitch, inning by inning. I've done it too many times. And I ca n't do it anymore.

When I traveled through Asia this summer, I went to tremendous trouble and expense to rent a car with a phone so I could call up Sports Phone in New York and get the scores. I drove through the war in Afghanistan calling Sports Phone like every hour on the hour, for updates.

I've seen it twice. I went back tonight to be sure. It's a brave and honest piece of work.

And Peter Redmond helped immensely. These pauses were exquisitely timed. He made us wait and wait. He built a gorgeous tension and suspense.

I called Sports Phone from Lhasa, Tibet. Freezing in my little rented Fiat. Sheep on a hillside. Rocky debris dating back millions and millions of years, from the time the Himalayas thrust up when the plates of India and Asia collided. Red Sox 3, White Sox 2. A moment in the history of the world.

Steven is back in the chair by the window . Paisley nervously prowls the loft .Paisley moves towards the door .

Elliot looks up and sees Paisley emerging from Steven 's building . He crosses the street toward her . When Paisley sees him , she seems to freeze .

47th Street between Broadway and Eight Avenue . Nicky walking slowly backwards , arm raised , trying to hail a cab . It is getting dark . He glances left , sees a large two - panel poster in front of the theater . One half is a black - and - white photo - a younger Nicky Rogan , in a tuxedo , holding an award in his raised hand . The other half is all type - SIDEWALKS . The new . Nicky . Rogan . He sees someone enter the theater lobby . It is his daughter Laurel . He follows , catching up to her at the end of a short line of people at the ticket window .Laurel reaches the window and speaks to the clerk .They leave the window with Laurel 's ticket .She is out the door , hurrying across the street . Nicky stands under the marquee , calling out to her .

47th Street between Eighth and Ninth Avenue . A hotel , a high school , brownstones with fire escapes .

Michael , Nicky 's father , is making an omelette on the old stove . He is pushing eighty , slow - moving , with a two - day stubble . Knock at the door . Michael goes to the intercom , inches from the door .Michael goes to the door and looks through the peephole . INTERCUT AS NECESSARYNicky stands against the door , speaking softly into the peephole .

Five's not so many. There were families with seven kids. A grandmother. A dimwit uncle.

The Red Sox are your problem. I never understood about you and the Red Sox. Everybody rooted for the Yankees.

` Why does n't he come live with us?' Because everything is here.

I'm lucky they do n't knock down the building. It could happen anytime. And everything worth remembering is right here.

You did n't think it was okay when you lived here. You wanted to get out so fast I thought you were running a marathon.

You tell your friends your father used to work the docks. Callused hands. But you had an attitude when you were growing up that was n't easy for your mother and me to understand.

Michael is eating his omelette at a small enamel - topped table in the kitchen . Nicky stands by the boxlike refrigerator , drinking a beer . This is the kitchen that is the centerpiece of the theatre set . The new play is Nicky 's young life .Nicky takes some eggs out of the refrigerator .Nicky is scrambling the eggs .Nicky sees his father 's glasses on a shelf above the stove . He puts them on the table .Nicky takes a roll off the counter , makes a sandwich for his scrambled eggs , takes a bite and heads for the door .Michael puts on his glasses .Nicky leaves the apartment .

The man in the cutaway dances with his doll . The tape machine plays `` In The Still of the Night . '' The street is completely empty except for the dancer . Nicky , a small paper bag in his hand , reenters his father 's building .

The room bears some resemblance to the living room set at the Barrymore . Michael sits at the end of the sofa , weary . Nicky is taking an athletic bandage - about four feet long and three inches wide - out of the package . He sits in a chair that is set perpendicular to Michael 's end of the sofa , so that Nicky is looking at his father in profile .Nicky is gradually unbuttoning his father 's shirt so that he can wrap the bandage around the old man 's chest and back .Nicky takes off the shirt . Michael struggles out of his T - shirt and we see that he is wearing the elastic bandage he thought he had lost . He is sitting with his head tilted up , eyes closed , and is unaware that he is wearing the bandage . Nicky takes the new bandage , winds it tightly and puts it back in the box . His father has gone to sleep .

It is dark and cold . Nicky emerges and walks west , diagonally across the street , to a barbershop on the other side of Ninth Avenue . lliot is on the stoop waiting for him .

Nicky sits in the barber chair . Elliot pulls up a customer 's chair and sits with his back to the mirror , more or less facing Nicky . The barber , an elderly hawk - eyed man named Dodgie , begins his preparations for Nicky 's haircut .He places the sheet over Nicky 's upper body and fastens it at the neck .Dodgie goes to the cabinet on which the cash register sits . He opens the cabinet door , slides out a drawer and removes some hand towels . There is something there he wants Nicky to see . An old pockmarked revolver . Nicky sees the gun .Nicky gets out of the chair . Dodgie removes the sheet for him and Elliot smooths down his clothes and hair , like a pair of grooms attending a warrior . Nicky goes to the cabinet , gets the gun . He returns to the chair .Elliot takes an after - dinner candy out of his pocket - the candy he pocketed in the Italian restaurant after lunch . He blows the lint off and eats it .

In this city you do n't walk five feet out the door and there is somebody trying to take what's yours.

Crowds of people pouring down the ramps from the train station , hurrying , late . The umpire 's room - six men nibbling cookies , smoking a last - minute cigarette , adjusting equipment . An unidentified room somewhere in there lower reaches of the stadium . Twenty cases of Great Western champagne stacked and ready for the postgame celebration .

Steven shaving . He does it symmetrically . A stroke under the left sideburn ; a stroke under the right sideburn . Left side of jaw ; right side of jaw . Steven standing in his shorts , applying putty to his jaw to make it square . Then a false mustache and a wavy blond hairpiece . Then a thick bronze makeup paste . Steven in front of a full - length mirror near the bed , putting on a bulletproof vest , which gives him a solid appearance , bulking his caved - in chest and concealing his pot belly . Steven putting on black trousers , a brash shirt with a bright bow tie , which he tips slightly askew . A pair of black and white shoes with elevator heels . Then his shoulder holster . Steven leaning over the coffee table , inserting bullets into the chamber of the revolver . With the gun in his holster , he stands in front of the mirror . Takes the gun out , aims it , puts it back in the holster . Does a dazzling karate move . Steven putting on a metallic rayon sport coat . A long silk scarf . We see a handsome , dashing young man . He puts on a pair of dark glasses and heads for the door .

taxis pulling up . Men in tuxedos , other men scalping tickets . The TV crew with a female reporter doing interviews : talking to Joanna Bourne and Sidney Fabrikant . A couple of ten - year - old break dancers entertain the well heeled opening night crowd .

Stuck in traffic . Nicky in the rear seat . The driver is a black woman around fifty . Next to her in the front seat is her grandson , Matthew , who is ten . The interior of the taxi is homelike . A plastic drinking cup magnetically rooted to the dashboard . A small battery - operated fan next to the cup . The steering wheel is upholstered . There are family photographs on the dashboard and visors . Matthew 's schoolbooks are next to him on the front seat . He is doing his homework . Driver 's name plate - MOSEBY TOYOTA .Nicky is delighted at the mistake and alters his voice slightly , using a gangsterish inflection .GRAINY IMAGE Filling the screen . Actual footage . A man in a parachute coming down on an expanse of grass . It is the infield at Shea Stadium . He carries a sign reading `` Let 's Go , Mets '' . Security men hustle the parachutist off the field and into the Mets dugout as the game begins .

I'm looking at you trying to think. Put your face in the mirror. I know I recognize you from somewhere.

Matthew, look at him. When I lived in Roxbury, the media followed this man everywhere. He was bigger than ten movie stars.

The most charming gangster in New England. Where are we going, Mr. Lazzaro?

He does bless me, each and every day. Matthew's mother works a hospital shift, so I pick him up at school. We stop for a meal usually around this time. He does his homework and gets some experience meeting people. But we never had a famous mobster before.

Frankie Lazzaro. Coming down the courthouse steps every day in the media. Children see this. They think you're the Secretary of the Treasury.

Go on, tell him. Tell the truth. Tell him how you feel, shooting a piece of hot metal in somebody's flesh who was once a child, who was once the same age as this boy. Somebody's flesh who was innocent once.

An how many years does it take a person to make his family safe and secure and happy, and then in one dumb moment, what does he do?

And the people he hurts the most are the people who love him. Despite who he is and what he does for a living. We're always saying we want to take control of our lives. You do n't want to take control. You want to lose control. Jesus knows it.

It may be work but it's not honest work. Faith is the real work.

You made him strike out. You wished it on him. You want to lose. It's too hard for you to believe in something. It's hard to have faith. It's hard Nwork to trust somebody.

You're afraid to risk believing. Believe in them. Believe in your self. Take a risk. It will humanize you as a person.

If you believed, you would n't be walking around with a handgun in your belt. What does that tell me? You want to make the night come down.

It's all right, Frankie. Just a little touch of suspense. Life is good.

This is the time. Trust in people. Believe in life. Faith is hard work. Do n't give in. Do n't give up.

We see that the image is on a TV screen over the bar . The place is crowded , a neighborhood tavern . Near the door : Nicky embracing the owner , a beefy man named Georgie . People coming and going .They embrace . Faces lining the bar . TV images from the game . People at tables standing occasionally for a better look at the game .

Nicky, God bless. You're well? Your family's well? That's all that counts.

Hey. I love this guy. Be good. Stay well. I'm serious : Give my best to everybody.

Nicky sits facing Toyota and Matthew . A young waiter is placing their food on the table .

What happens if somebody comes in here right now and shoots you?

It's all right. It's a tie game. We can still win it next inning.

The actor Peter Redmond and the director Jack Haskins . A second actor , who is about fifteen , witnesses the exchange .

People cluster around TV sets . Raucous noise . A waiter with a tray of food standing transfixed , watching the game . Nicky is now sitting next to Matthew and they are watching the game .TV audio : derisive shouts from the stadium crowd directed at ARed Sox players . Action on the field .The bar crowd picks up the chant . TV images . The Red Sox have scored and lead 2 - 0 .

Nicky stands to see the action better . His jacket swings open and Toyota sees the revolver tucked into his waistband .

Noise from the tavern TV continues to be heard from the subjective viewpoint of a man in the theater who has a miniature TV and earphones . Steven Schwimmer in an aisle seat in the orchestra . He sees Paisley sitting in the theatre some distance away . House lights go down . Two figures hurrying down the aisle . An usher leading a young woman . The woman is Laurel Rogan , Nicky 's daughter , wearing her headset antennas . Laurel squeezes past some people and takes her seat , and Steven , sitting three rows back , watches her with interest . The curtain comes open .

Cheering from the bar crowd . Nicky is a little disheveled . He has finished his dinner and is eating from Toyota 's plate finishing and watching the game .Nicky is standing again but he 's not looking at the TV screen this time . His gaze is directed at someone who has just entered the tavern . A woman stands at the entrance , middle - aged and somewhat anxious , looking for someone . She is Lillian Rogan , Nicky 's wife .Nicky gestures that he will be right back .

Happy roars from the bar crowd . A young waiter arrives with menus .

I've been looking for you because I want to let you know what's been going on before you read about it in a gossip column.

He has his own submarine. I'll be getting everything that matters. I'll get New York and I'll get Connecticut.

I do n't want to be responsible for his food. Just a small green salad. And a Perrier.

You know why, do n't you? Because I am patient, chain - smoking Lillian.

I never thought of Dr. Wetzel as having a sex life outside the office.

TV images : action on the field . Crowd at the bar . Noise like a massive pulse beat . Bar crowd picks up chant from stadium crowd .

Dinner has arrived with a bottle of wine . A cigarette burns in the ashtray in front of Lillian .Lillian begins to weep lightly .

Moans from the bar crowd . TV images . Scoreboard : Red Sox lead 3 - 2 in the seventh inning .

Nicky with one arm raised , hailing a taxi . He and Lillian kiss sweetly . A taxi pulls up and Lillian gets in . She and Nicky hold hands through the window .Across the street , the man in the cutaway is dancing with his doll . The tape machine plays , `` In the Wee Small Hours of the Morning . ''

Nicky rejoins Toyota and Matthew . He carries the wine bottle and his glass .TV SCREEN Mike Greenwell comes up to hit for Clemens . Two pitches , two strikes .Third pitch . Greenwell strikes out .

View from the wings . Jack Haskins and Renee Simon looking on . The stage . Peter Redmond as the Father sits at the end of the sofa . The fifteen - year - old actor who plays the Son approaches him , sitting on a footstool and leaning close .Peter stares at the Son , a look of desolation slowly entering his face . In the wings , Renee looks at Jack . She is equally desolate .

I always thought a night's sleep is what you get for a hard day's work. But these last weeks I lie there helpless. Hour after hour. I've come close to praying for the first time since I was your age. Pray to God to put Sme out.

I talked to the doctor again, Pop. He said she's not getting any better. He wants to talk to you. I think he means right away.

Laurel in the audience leans forward , waiting for the next line . teven Schwimmer watches , giving nothing away .

Peter staring at the Son . The Son looking increasingly bewildered . Sound of coughing in the audience .

Renee takes a newspaper off a chair , offers a section to Jack , keeps the rest for herself . Sound of coughing intensifies .

Boisterous noise from the bar crowd . Two women exchanging high fives . TV images . Scoreboard : 3 - 3 after nine innings .

Nicky is finishing his wine . Matthew is next to him , standing .Raucous , mocking cries from the Bar Crowd .TV SCREEN Dave Henderson stands at the plate to lead off the Red Sox tenth .

A real waiter arrives - obese , slow - moving , with hair curling out of his ears - and he brings ice cream for Matthew , coffee for Toyota and a stinger for Nicky .Nicky lifts his hand to stop the man .Then a moan and deep silence . Nicky disengages from the altercation and looks at the TV screen . TV SCREEN Dave Henderson has hit a home run and the Red Sox now lead 4 -

Toyota and Matthew are jubilant , and Nicky is quick to join them . It is the only lively table in the place .TV SCREEN The Red Sox push across another run when Barrett singles , driving home Boggs .Scoreboard shows : Red Sox 5 , Mets 3 , going into the last of the tenth .

toward the exits . Laurel Rogan remains seated , wearing her headset , listening to the ball game . She is concentrating deeply , fists clenched . Only one other person is still seated , three rows back . It is Steven and he is looking intently at Laurel . The house lights dim .

Toyota , Matthew and Nicky are huddled closely , watching the screen . Matthew is seated now and Nicky leans over him from behind , framing the boy 's head in his hands so that Matthew 's attention will be directed unswervingly to the action on the screen . The bar crowd is somber . Nicky drops his mob accent .TV SCREEN Backman flies out to Jim Rice . One out .

Attendants putting plastic in front of the lockers to prevent champagne damage . Camera crew setting up . Men wheeling the twenty cases of champagne into the clubhouse . A man peeling foil from the tops of the bottles .

TV SCREEN Carter singles to left . The bar crowd remains silent .Mitchell singles to center . Slight stirring among the bar patrons . A few people , about to exit , return to the bar .Knight singles to right center . Carter scores and Mitchell goes to third . The score is 5 - 4 . The whole tavern is rocking .

Nicky releases his grip on Matthew 's head . The bar crowd begins to chant .TV SCREEN Mookie Wilson stands in against Bob Stanley .First pitch to Wilson - he swings and misses . Silence from the bar crowd , cheers from Nicky 's table . Second pitch to Wilson - he fouls it off . No balls , two strikes . Sound begins to fade . Wilson fouls off a pitch . Wilson takes a ball , outside . Wilson fouls off another pitch . Absolute , unnatural silence . Stanley prepares to throw . The silence suddenly breaks and for the first time we hear the TV Announcers clearly .

Nicky recognizing the line from his play .Nicky is charged with excitement , hearing the line as a favorable sign , a positive connection between the play and the game . TV SCREEN Stanley winds up and throws . It 's a wild pitch . Mitchell comes in from third with the tying run . The bar crowd erupts in cheers .

Shock and dread .Nicky drinks his stinger .TV SCREEN Stanley delivers to Wilson . Sound fades away . Action is in super slow motion . Wilson swings and hits a bouncing ball toward first base . Stanley moves off the mound to cover first . Wilson drops his bat and races down the line . Bill Buckner , the first baseman , ranges to his left to field the ball .

Nicky watches as if in a trance . Complete silence around him . He is separate from everybody else , the only clearly defined figure in a group of shadowy and indistinct people . TV SCREEN Nicky 's viewpoint . An image of Bill Buckner in silvery light expanding out of the TV screen to fill the larger environment . Moving soundlessly in slow motion , Buckner fields the bouncing ball and heads toward the bag . He beats Wilson to the base by an eyelash and the inning ends with the teams tied at 5 - 5 . Frozen moment : Buckner holding his glove hand aloft , the ball securely gripped . In the drama of the moment , Buckner seems to be crying out a word or name , but his face is twisted with tension and exertion and we ca n't make out what he is saying .

Laurel Rogan , seen from behind , is somewhat slumped in her seat . She turns off the radio , removes the headset and rises . She moves along the row toward the aisle . She appears to be the only person in the theater . She moves trudgingly up the aisle toward the exit . At the head of the aisle she is startled by a figure standing in dimness . It is Steven Schwimmer . They look at each other . Sound of the cleaning crew in the lobby and then a door opening at the rear of the orchestra . Light from a flashlight plays across the seats and walls . The beam hits Laurel first and then Steven . The beam holds on Steven . What Laurel sees is a strikingly handsome young man , dramatically lighted . He takes off his dark glasses , so she can see his eyes .

Cramped space . Nicky at the washbasin , disheveled but happy , washing his face . One man at the urinal . SECOND MAN behind him , waiting his turn . Nicky drying his face with a paper towel .The second man approaches the urinal .Nicky throws his paper towel at the men . No one moves . They are trying to interpret this action .Nicky charges the men . He and the First Man wrestle each other into the stall .Nicky and the First Man are grappling in the stall . Second Man hurriedly washes his hands at the basin .Al three men in the stall , wrestling . Nicky has one foot in the bowl as someone 's elbow strikes the handles and the toilet flushes .

The crowd is slowly breaking up . A few people still clustered near the TV sets , which are showing replays . Nicky is standing alone near a small set at the back on the room . His clothing torn and stained . One shoe and pants leg dripping wet . A bruise on his forehead . He is watching a replay . TV SCREEN Wilson hits the ball . It bounces twice , then goes under Buckner 's glove . Knight scores from the third with the winning run . A 6 - 5 victory for the Mets . The main light in the tavern goes out . The TV sets keep replaying Buckner 's error . Regular speed , slow motion , color , black and white . Nicky stands in the darkness , brooding .

The condemned building where Steven Schwimmer lives . The street is deserted .

Steven and Laurel on the sofa . He is unbuttoning her blouse . Two sources of light . A candle on the coffee table . The small TV set on the counter - showing a newscast , with sound turned off .Steven undoes the last button .She decides she will trust him . They kiss softly .She begins to remove his jacket .Together they get his jacket off .Laurel sees the shoulder holster and gun .They kiss passionately .They are all over the sofa , working on the removal of Steven 's shirt .

Nicky makes his way past the debris . The front door is gone , the inner door smashed and battered - door knobs gone and locking mechanism ripped out . He starts up the stairs past a dead or sleeping body .

On the sofa , Laurel is straddling Steven , whose shirt is almost completely off , exposing his bulletproof vest . Laurel is blouseless and barefoot , with her unzipped skirt still on and her bra dangling from one shoulder .Steven maneuvers himself into a sitting position so that he and Laurel face each other at equal height and at close quarters .Steven begins removing the cosmetic putty around his naturally shallow chin . He uses Laurel 's hair clip to scrape his jaw clean . Then he peels off his fake mustache . And borrows Laurel 's dangling bra cup to wipe the bronzing agent off his face .

Nicky stands with his back to Steven 's door . His gun is out . He holds it up near his face , muzzle pointed up . He looks at the gun as if it had feelings and personality , and he speaks to it as to a sympathetic friend .

Laurel is on her feet , backing away slightly . Steven removed his shoes and stands in his stocking feet , noticeably shorter than he 'd been earlier . He begins to unstrap the bulletproof vest , causing Laurel to retreat further .

Nicky turns , steps back and kicks the door . It opens at once .

Steven and Laurel are briefly immobilized by shock as the door comes flying open . Nicky moves toward the candle - lit couple . Laurel realizes who he is and stands by the sofa . She zips her skirt . Nicky is trying to understand what he sees , then he gets it .Nicky holds his gun hand aloft , repeating the image of Bill Buckner with the baseball in his glove - Nicky 's hallucination . Then Nicky issues a cry , a sound from the time before humans acquired language . It is the audible anguish of his life , from the fetus onward . We hear what he is saying in overlapping echoes and we realize he is crying out a name . We recognize the look on his face and the formation of syllables on his lips as elements we 'd seen earlier - on Buckner 's face when he shouted something as he made NLaurel reacts with horror to the revelation of Steven 's identity . She rearranges her bra . Nicky stumbles , drops his gun . It goes off . Steven flees toward the shadows at the back of the loft , his hand moving toward the gun in his shoulder holster . Nicky picks up his gun and begins to stalk him . Steven fires twice striking a nearby lamp . The room is dark now . Lit only by the blue glow of the TV . The TV sports roundup , which has been showing football highlights , has switched to baseball - highlights of the Red Sox - Mets . Nicky reaches Laurel .Steven is wide - eyed at the news .Nicky sees the photo of Steven and his cat . He shoots twice , blows it away .A voice from shadows :Nicky walks toward Steven 's voice , toward the shadows .He notices Laurel following behind him .He shouts into the darkness .Laurel puts her hand on his shoulder .Nicky sees one of the New York Magazine ads , Steven Schwimmer 's face mounted on the cardboard . He fires three times , wiping out Schwimmer 's eyes .Nicky starts into the darkness only to see Steven emerge from the shadows , his gun lowered . Oddly , he seems distracted by something on another part of the room . He is looking at the TV set on the counter . Nicky watches him approach the kitchen area . He follows , gun raised . Steven sits on a stool to watch TV . Nicky approaches warily , his gun aimed at Steven 's head , which is blue - lit by the TV screen .Laurel follows at a distance to see what they 're so interested in . Nicky puts the gun muzzle flush against Steven 's temple .Steven is watching slow - motion footage of Bill Buckner missing the slow roller .Nicky cocks the hammer .Nicky lowers the gun .Nicky points the gun at the palm of his own left hand and pulls the trigger . A click .Nicky places it on the counter .Nicky takes Steven 's head and moves it tenderly against his chest . When Nicky releases the head , he has Steven 's toupee in his hand . He looks at it briefly , then hands it to Laurel .

A yellow taxi comes speeding past , moving eastward on 48th Street . We see it from various perspectives and elevations . It is a large checkered cab , the only thing moving in the night . Steam comes billowing from funnel vents . The taxi catches every light just before it turns red .

Nicky is driving , his face showing intense satisfaction . Laurel sits next to him . Driver 's name plate - MEMLUK SULEYMAN . The driver sits in the middle of the rear seat , looking somewhat nervous .

The taxi crosses Park Avenue , speeding past the bronze statue of a man hailing a cab . It approaches First Avenue , where a road divider bisects the thoroughfare . Nicky swings into a sharp turns , barely averting contact with the divider , and stops abruptly . Three doors open . On the empty street , Nicky hands the driver a wad of bills . Then he and Laurel step over the divider . He puts his arm around her shoulders and they cross the avenue to the glass tower where they live . The sun begins to climb out of the East River . THE END

The hanging sign says 'Entering Cherry Falls, Ohio' We see Cherry Falls - A small town in rural Northeastern Ohio. This is Norman Rockwell land, red barns on dirt roads, a square in the center of town. But things are hidden here. The barns are locked, the shades are drawn. Dissolve to:

A romantic turn-off used exclusively for parking. A river gushes by. Crickets chirp. The trees blow in the autumn wind. A single car sits on the lonely road. The muffled sound of a young couple making out drifts through the streamed up windows.

A teenage boy's hand is under a teenage girl's shirt, gently massaging her breast. He pulls his hand out from under her shirt and places it on her bare knee. As he starts to slide his hand up her leg, she grabs his hand and gently pulls it away. She places it back on her breast, sliding it under her shirt. We pull back. STACY and ROD, two healthy sixteen year olds, are passionately making out in the proverbial back seat of a big American car. Rod smiles seductively, kisses Stacy, and places his hand back on her knee. Once again, she stops him, this time just squeezing his hand tightly.He doesn't give up easy. He playfully wrestles his hand free and slides it under her skirt. She grabs his hand again.He struggles to free his hand.He gives up, aggravated.He starts the car, glares at her for a second, then turns it off.about that. It's right up there with global warming.and send us flying through the windshield. Terminate us instantly. We'd never experience what it means to make love.

Rod? You're freaking me out. Game's over. I lose. Come out and we'll fuck.

There is another car around the bend, hidden from sight. It's an old beat up Imperial from the late sixties. Someone is watching them. It's probably a psychopath.

Rod leans in and starts kissing Stacy again. ROD(cont.) I don't wanna take that chance. I want my first time to be with you. She kisses him back. He slides his hand under her skirt again.He doesn't.He begins to overpower her. This is quickly turning into date rape. SHE STARTS TO FIGHT BACK BUT HE DOESN'T STOP. FINALLY, SHE SCRATCHES him savagely across the face. This catches his attention. He jumps back, cut slightly, surprised. She opens the car door and quickly escapes.

Rod catches himself. He looks at his bloodied face in the rear view mirror and realizes what he's done. He starts up the car.

She pays no attention to him.She turns and heads down a path into the dark woods, purposely going where he can't follow.

As Rod's car tears off, down the road, the other car that was parked at lover's lane drives up and pulls over, lights still off.

Stacy heads deeper into the woods. When she finally stops to catch her breath and wipe away her tears, she hears someone approaching her. Suddenly, the footsteps stop. Stacy senses that someone is watching her.No answer.Still no answer. A little frightened, she starts to walk again. Again she hears the footsteps following her. She stops again. Whoever is out there stops too. She looks around in every direction.No answer. Even the birds have stopped chirping.She hears the footsteps behind her and quickly turns around. She sees the silhouette of someone standing a few feet away. The wind picks up. Stacy realizes it isn't Rod. All she can see is that whoever is there is carrying a small sledge hammer in one hand and a very long, jagged, steel nail in the other.

Rod is sitting in his car in front of Stacy's house at the edge of the woods, waiting for her to appear. He checks his watch.

Stacy runs for the edge of the woods but she isn't quite fast enough to elude her pursuer.The killer catches Stacy from behind and savagely smashes her head against a tree, cracking a branch. Stacy falls to the ground, dazed.

Stacy, half conscious, bleeding from the head, is dragged back deeper into the woods.

Rod gets out of the car and cautiously moves to the edge of the dark woods.

The killer kicks Stacy in the side, instantly shutting her up. He gags her and ties her to a tree trunk. She struggles, but she's no match for the killer.

Rod's flashlight beam frantically cuts through the woods. Rod charges through the woods, desperately looking for any sign of Stacy.

Stacy's right hand is raised above her head and placed, palm out, against a tree trunk.

Rod searches for Stacy, his flashlight jaggedly cutting the darkness.

The huge nail, extremely sharp and jagged, is placed in the center of Stacy's outstretched palm. The hammer is pulled back, aimed at the head of the nail.

Rod stops and frantically looks around, knowing he's fighting a losing battle.

The hammer descends on the nail. Stacy screams out in pain, even through the gag, as he hand is nailed to the tree.

Rod hears her muffled cry and runs toward the sound. Stacy's left hand is now placed up against a different tree. Another nail is readied. Stacy tries to free her nailed hand but it's useless. She goes into shock. Rod's flashlight continues to cut through the night. His feet trample fallen branches. Suddenly, he stops. He's found her. Stacy is stretched out between two trees, gagged, one hand nailed to each tree. She almost looks crucified. Rod, starts toward her, not sure what to do. He looks into Stacy's terrified eyes. She's looking behind him. Rod quickly turns around but he's too late. A knife comes plunging down toward Rod's chest. Stacy frantically tries to free herself but she only succeeds in ripping her palms on the nails. Rod falls to his knees, blood streaming from his chest and mouth. Stacy can't even react anymore, she's so horrified. The killer's hand rips open Stacy's shirt and feels her soft ripe stomach. Stacy looks down, terrified of what the killer has planned. A small but extremely sharp razor attached to the end of a pencil is placed up against Stacy's bare stomach. The killer's hand grips it like it's an ordinary pencil. Stacy's eyes grow abnormally wide as the carving starts. She's never experienced such pain. Blood drips to the ground. Dissolve to:

Another romantic turn off. A view from the top of a hill overlooking the sleepy town. A lonely car sits there, the sound of a teenage couple making out drifting through it's steamed up windows. It's almost a repeat of the first scene.

The boy pulls his hand from under the girl's shirt and unsnaps her jeans. She pushes his hand away but he puts it right back, wriggling a finger down into her pants. JODY MARKEN, a pretty all-American sixteen year old girl, strong willed but still innocent, stops kissing her boyfriend KENNY, trying to hold him off. Kenny is also sixteen. He's thin and a bit shaggy, but very cute nonetheless. His hair is shoulder length, his stare intense. He takes himself seriously, all rebel.He slides a second finger into her pants. She closes her legs, making his probing much more difficult.He starts kissing her again.She pulls his hand out of her pants. He stares at her for a second, completely exasperated. He sits up and starts the car.

Fuck your curfew. Most sixth graders can stay out later than you.

Dad ! Most of my friends can stay out until 11 on school nights and 1 on weekends!

I'm fine. I've just never had someone my age die before. It's so weird.

I've been in the same class with Stacy for years but we weren't tight or anything.

No. Those two were together before Kenny and I started hanging out and that's over, what, God a year now.

You stare at him non-stop, like every lunch. Like this. Like most people stare at car accidents.

You could tell him you really liked the way he chews with his back molars.

But you can't do any of it. So it sucks. I always have to 'set an example'.

Mr. Jenkins called on me in class today. It was so embarrassing. I was seriously spaced. I'd been thinking about Kenny for over twenty minutes. When I snapped out of it, I looked pathetic. I was teared up. Everyone was staring at me.

That I was sorry. I'd drifted off. That I'd been thinking about Stacy and Rod.

Maybe I should blister through a bottle of Tequila and just fuck his brains out.

How do you know what to type back when they start to cyber with you.

Sandy, you have to chill out, at least two-thirds of the kids in our class are still virgins. He can't butcher all of us.

Nothing. I just picked up the phone to say goodbye to you. You didn't say goodbye.

Didn't you have something a little more romantic in mind for your first time?

Three of our classmates are dead. That's not really the occasion for a party.

No I'm really grounded. When I got in late the other night, my father was waiting up for me.

I have to go home after school. I have something really important I have to ask my mom.

I overheard daddy mentioning her to someone. I he thinks she's the killer.

No but he got really weird. Like I've never seen him act. REALLY angry and super uptight.

No. I think she lived her a long time ago. Like twenty-eight years ago. When dad was eighteen.

Whoever tried to kill me was made up to look exactly like this picture of Lisa Sherman, clothes and all. I think that concerns me.

You going to drag me out and me in my room until I go to college?

I'm not leaving. I want to know why you and dad are so freaked out. Three of my classmates are dead.

People thought these guys had a right to rape her because she called them 'queers'?

My dad acts like he's Johnny Fucking Perfect and he's really Johnny Fucking Rapist.

And when I finally agree to spread my legs, you accuse me of treating you like meat.

Then go to the party. Run with the herd Kenny. Just don't spew out all that 'be an individual, assert yourself' crap anymore.

I just feel so manipulated. By everyone. My dad, my boyfriend, and now some psychopath I don't even know.

Jody, we've been going out for over a year. I love you but I'm all out of patience.

If you don't want to go with me just say so. Say 'Kenny, I DON'T WANT TO MAKE LOVE TO YOU' but don't use your dad as an excuse. I'm so sick of it.

Yes you are. You always do. It's why we broke up. You always hide behind him.

I feel like I NEED YOU DAD'S permission just to kiss you. Jody, it's time to assert yourself To be a big girl. An individual. I'm going to this party tonight. Jimmy's my ride. Come over to my house after school. We'll go together.

All our parents are weirdoes. I think my dad is into hookers. I know he lit cats on fire when he was a kid.

I think this is a big part of growing up. It's losing your spiritual virginity. It's when you finally discover that your parents aren't anything they told you they were. They're even bigger hypocrites than your friends.

Jody, you're only doing this to get back at your dad. It doesn't have that much to do with me.

Please don't go. Please. Stay, We'll just talk. Then go to the party.

There's going to be very few virgins left in school on Monday. It could be really dangerous for them if the killer isn't caught.

Oh, hey Mr. Marliston. W-What's Jody's bike doing on your front porch?

Jody and Kenny drive home, not talking. He pulls up in front of her house.Jody doesn't know what to say. She didn't expect this.

Jody gets out of the car, very upset. Kenny takes off, not even waiting to see if she gets inside safely, leaving her all alone on the dark street. A car backfires in the distance. A nearby noise startles her. Something's behind the garbage cans. She heads quickly up the driveway, disappearing behind the house.

All is quiet in the house. The back door opens. Jody tiptoes up back staircase.

Jody appears on the second floor. It's a family house, politely decorated and immaculately clean. She quietly creeps down the hallway toward her room. As she passes her parents' room, she looks down. She's relieved that no light is coming from under their door.

Jody creeps into her bedroom and quietly shuts the door. She's made it. She sits on the bed to catch her breath. Something moves in the corner of her room. Jody jumps, scared. Someone is sitting in her rocking chair.BRENT MARKEN gets up and heads to the door. He's a big man, 45 years old, well built. He's dressed in a tree-shirt and jeans.He leaves. Jody is furious. She lies down on the bed to stew. She might at well have stayed out. The phone in the hallway rings. She leaps up.

Two kids were found mutilated in the woods. Lock the door after me.

What kind of a person wakes up in the morning and says to themselves, 'Think I'll nail a sixteen year old girl to a tree today'?

But I am going to have to question all of their past boyfriends and girlfriends.

Had either of them broken up with someone recently? Hurt someone?

If I'd gone public with this yesterday Annette Michaels might be alive today.

I'm going to tell them everything I know. I'm calling a town meeting for eight p.m.

I think you all know why I CALLED THIS Town meeting. In the last two days, three of our children have been murdered and it appears that we have now established a common link between the killings.

We didn't think this was a serial killer. We thought it was an isolated incident.

Never mind darling. You go back to school. I don't want you missing anymore classes today.

I swear to God. It's her. She told Jody she was Kenny's 'AUNT LISA'. I'm getting this sickly feeling...

There's a Lisa Shermer living just sixty miles west of here. Over the Indiana border. I'm going.

I like the idea of all the kids in one place. If it happens, just keep a man outside until you hear from me. I'll be back in a couple of hours.

I knew Lisa Sherman long ago. It's extremely important that I get inside and try to verify that it's the same woman who lived here.

Tom? Lisa Sherman is dead. But you'll never believe what I found out. Meet me at the Roadhouse on Route nine in a half hour. We need to talk in private.

Jody runs up to the phone but waits for it to ring a second time before picking it up. She crosses her fingers, praying it's Kenny.Brent comes out and picks up the phone as Jody heads back to her room, disappointed.

Brent it shocked.MARGE MARKEN, Jody's mother, comes out of the bedroom, sensing something terrible has happened. Marge is a couple of years older than Brent. She's a bit lifeless, a pretty woman who's whole life is her daughter and a bottle of Peachtree Schnapps.

Jody sits up on her bed, also sensing something big has happened.

Brent buttons up his shirt.Brent grabs his gun belt and heads down the stairs. Jody appears. She and her mom share a concerned glance. CUT TO:

Years ago, something horrible happened in this town. When I was still in high school. A girl named Elizabeth Sherman was attacked by four drunken seniors.

No, I believed her. She was in pretty bad shape. Inside and out. But the boys were never formally charged.

They were children of our leading citizens, stars of the football team. And she was a loner. An angry girl that no one really liked. She'd called them 'queers'.

They were proving to her they weren't. They were very drunk. Things were different back then. You think kids are sexually bottled up today....

I've regretted it ever since. Never run with the herd just because they're the herd.

God. It's like everything that was ever repressed in this town is suddenly bubbling up through the ground.

A trail of flares eerily light up the woods, leading to the crime scene.

The murder sit. Police cameras flash. Stacy is still nailed to the tree. Rod is dead on the ground below her in a puddle of his own blood. Brent walks up, immediately repulsed by the gruesome sight. His deputy, JACK WEBBER, sidles up next to him.A flash bulb momentarily lights up the scene. Brent pulls out his flashlight to better survey the carnage. He starts on Rod, throat slit, chest gutted. He then moves to Stacy, looking at one nailed hand, then the other.Brent finally shines the flashlight beam on Stacy's stomach. Carved into her flesh is the word 'VIRGIN'. CUT TO: MONTAGE High school kids are getting ready for school. Body parts are being covered. Pants and stocking are pulled up over bare teenage legs. Shirts and bras cover bare teenage chests. Zippers are pulled tight. Buttons are buttoned. The school bell rings and the kids arrive in cars, on bikes, walking. IT'S A TYPICAL small town American high school, somewhat repressed but alive. The news spreads quickly about the double killing as the crowd splits into its various tribes: punk rockers, jocks, potheads, cheerleaders, nerds. The killing is on everyone's mind.

As bizarre as it may sound, seems someone is planning to have a big party tonight.

Jody rides up on her bike and glances across the schoolyard as she locks it in the bike rack. Jody's POV - Kenny is leaning against a tree, talking with a busty girl, SHARON. Jody is upset to see Kenny flirting with someone else. As she starts toward the front door of the school, a few other CLASSMATES run up to her. She keeps glancing over at Kenny but he doesn't notice her.Jody's POV - Kenny takes Sharon's hand for a second.stuffed a tent spike up her ass.of getting 'nailed'.Jody doesn't respond. She stares at Kenny. Jody's POV - Kenny walks into school with Sharon. CUT TO:

Jody enters her homeroom, still upset. Her teacher LEONARD MARLISTON is lecturing the class. Leonard is twenty- five and quite hip looking for a teacher. He has long somewhat stringy brown hair. He is a bit thin and is dressed casually, almost in hippy attire. He wears wire-rim glasses and lace-up boots.Jody sits down in the back.

No one understands what leads people to do irrational things. We only know that unpunished violence festers, then explodes.

Witness the L.A. Riots. Years of police brutality in forty-eight hours. Jody?

Brent is talking to TOM SISLER, the principal. Tom is a wiry, hard featured man in his mid-forties. They have known each other for a long time but are not really friends. Brent knows Tom too well. Tom's a cynical bastard. Tom is examining the photos taken at the crime scene.There's a knock at the door. Jody enters.SURE.: She leaves.about sex.Brent gives Tom a 'keep your cynical shit off my daughter' look.He shakes his hand firmly.Leonard examines Brent's face carefully. Brent is a little taken aback by his intensity.CUT TO:

You aren't planning to tell these kids that 'virgin' was tattooed into both Stacy and Rod, are you?

Fine, just don't mention the carving This is going to be a tough enough day as it is.

The kids adore him. They confide in him. His patchouli reeking rear might know if Stacy and Rod were really virgins. Why didn't you ask Jody that?

Why not? You worried you might find out how much she actually knows?

Focus on the present. You always want to change the past. Let's figure out what you are going to tell the parents

You tell these people someone is out there killing virgins and we're going to have a goddamn fuckfest on our hands.

You can tell me all about it in my office. Calm down. We're all on edge today.

My house is just a couple of blocks away. Why don't you come on over and clean those cuts up.

We're all manipulated. From the moment we're born. The event that fatalistically shaped my life happened before I was even born.

Yes. We have no real freedom. You of all people should understand that. This may sting.

I was born nine months after she was raped. One of the four men who raped her is my father. I have no idea which one.

Yes that's the whole point. This is what I was put on this earth to do. Rape the town that raped my mother. Steal its pristine innocence like it stole hers. I've planned this since I was a very little boy. You have no real freedom either. Your father has cast a shadow that you've never eluded.

Sheriff Brent, you will be the second of the four horsemen of the apocalypse to die. But first you will watch as I slice up your little girl.

You're shaking too much. If you don't stop shaking Jody, I'll have to kill before I carve. We wouldn't want that.

My mother said, after you and your three droogs raped her Brent, that people in town refused to let her use their bathrooms. Is that true? Did people really call her a slut and tell her 'you can't shit here'? She used to snarl that at me. That's all she really did, at least in my direction, was snarl. When she looked at me, she saw only you.

Open your eyes Brent. Watch. Or will I cause her much more pain.

My wallet's on the mantle when you've finished your rifling, Kenny.

That all depends Kenny. Depends on why the FUCK you've broken into your history teacher's house?

Come on! These are eighty dollar INDEPENDENT khakis! Limited Edition! God damn it!

MARK SHALE, a seventeen year old, rail thin pothead is sitting at a table in the crowded cafeteria eating lunch. The place is a zoo. CINDY, a cute, mini-skirted brunette, and BEN, a frizzy-haired, tattooed, pierced, punk- rocker, are sitting with him. Jody is standing at the door with her best friend SANDY, looking for a place to sit. Sandy is thin and a little underdeveloped for her age. She is wearing very little make-up, a baggy shirt and baggy jeans. Although she looks much more tomboyish than Jody and a year or two younger, she is still quite cute and curvy, just lacking a bit in self-confidence when it comes to boys. Sandy is staring at Mark.Jody imitates Sandy.Cindy sees Jody approaching and motions her over.Jody starts toward her table.The other three kids look up as Jody sits don. Sandy has no choice but to sit down next to Mark. She immediately freezes up.Sandy is completely frozen. Jody realizes it. Mark is paying no attention to her.Jody nudges Sandy under the table, trying to prompt her to say something. Sandy can only stare at Mark as he eats.Across the cafeteria, a sophomore ANNETTE storms in very upset. She confronts DYLAN, her junior boyfriend.Annette leaps on Dylan and starts violently scratching him. Mr. Marliston runs over and pulls her off. He drags Annette away.He guides her out. Sandy gets up her nerve and makes eye contact with Mark.Mark opens a TWINKIE and starts to eat it.Ben and Mark laugh.Cindy laughs at Sandy. Sandy doesn't appreciate being laughed at.to her knees and latch on to his unit vector. Cindy laughs. The first meeting hasn't gone well for Sandy. Jody feels for her and jumps to her rescue.

Why? All my mom and dad ever do is watch each other eat and they've been married for twenty years.

Did he ask you if Stacy and Rod has ever exchanged bodily fluids?

What I don't understand is why they asked Marliston if Rod was a virgin. They could have asked you Cindy.

If I'm so all-used-up Ben, why do you try to hook me up non-stop?

There's a better chance that he got head from all five Spice Girls.

What am I supposed to say? 'Nice sweater Mark'? 'Did you buy it at Eddie Bauer's?'

You get to be a little Chelsea Clinton. Everyone wants to meet you. Party with you. Have sex with you.

I doubt it. Who'd want to fuck her. She probably reeks worse than the docks down in those panties.

Kenny'll come running back. This is just his way of pressuring you.

Personally I think he has a deep, almost pathological desire to corrupt you. But I suppose that's a type of love.

That was before he pulled this 'Dick me or I dump you' shit. I say fuck his best friend. Jody laughs.

Want to come in for awhile? Log onto AOL, flirt with some married men, head into a private S&M chat room . . .

I keep a couple of my dad's porno books hidden in my desk for emergency reference.

You watch. There's going to be a hymen holocaust tomorrow. Maybe I'll finally talk to Mark Shale.

The phone just went dead. I called the police and ran right over as fast as I could.

Yes.(beat) I was just curious Mark, if you brought a Twinkie today?

Yeah I was talking about Twinkies the other day and I realized I hadn't had one in years. Then I remembered seeing you with one.

It's like a pop your cherry party. Everyone's saying it's 'Fuck or Die' time.

I kind of like the idea that we can all lose it together, on the same night. It'll be a lot less scary. You have to go.

Kenny'll want to go with you. Cindy's holding a Q and A session at the bleachers. Come on.

Your mind is just twisted enough. I believe you'd do all this just to get a dip or two.

You all are such hypocrites. All year long you sit on your judgmental little butts and call me the slut from hell. NOW YOU RUN TO ME, quaking in fear, BEGGING for advice...

You have to do everything Boys are totally clueless when it comes to sex.

It starts with them trying to unhook our bras, fumbling around, and never changes. Wait until they try to put their dicks in you.

Don't flatter yourself. You'll be lucky to last ten seconds with me Ben.

WOULD that impress you? IS that what it takes to impress the empress?

He should. Four guys hit on me today, and not because they find me intellectually stimulating.

All the kids charge out. Jody walks out with Sandy.Jody stops, noticing something.

Jody's POV - Kenny is walking to his car with Sharon. Sandy sees how upset Jody is.DISSOLVE TO:

Jody is slowly pedaling her bicycle next to Sandy.Jody laughs.Sandy hip-hops up her driveway and into her house. Jody jumps on her bike and pedals off down the street. Dissolve to:

Night has set again on the town. An OWL HOOTS. THE STREETS ARE QUIET.

The killer's car, the black IMPERIAL, lurks in the shadows of a suburban street. The killer is staking out a specific house.

Annette, the girl who flipped out in the cafeteria appears at the front door. Her MOTHER and FATHER are going out. They kiss ANNETTE goodbye, get in their car and drive away. Annette heads back inside and double locks the door.

Annette's parents pull up in front of a restaurant and head inside. THE KILLER'S IMPERIAL PULLS up across the street.

Annette opens the back door. It's chain locked. She peeks through the chain,

Someone is standing there in the shadows.It's a WOMAN'S VOICE. INTERCUT WITH:

I'm Lisa Sherman. Dylan's aunt. He asked me to come talk to you.

Annette has never seen this woman before. WE still don't see the killer's face.Annette isn't sure what to do but this is too important to pass up.Annette unlocks the chain. The killer heads inside. THE DOOR OMINOUSLY closes behind them.

Wine is being poured into already half-filled glasses. Annette's parents and the other couple are now a little tipsy, much looser than when we saw them earlier. They are laughing, rubbing each other, getting physical. The other HUSBAND leans in and kisses Annette's' mother on the nose. Annette's father is at first taken aback but then he responds by kissing the other WIFE on the ear. They all laugh. It's getting fancy for Cherry Falls.

ANNETTE comes charging down the hallway, groggy, bleeding profusely from the side of her head, terrified.

Annette charges into her bedroom and slams the door behind her, locking it. She quickly pulls her dresser in front of the door. The door handle moves. The killer is on the other side. Annette picks up the telephone. it's dead. The killer kicks the door a couple of times. Annette backs away from the door, all the way to the window. She grabs a sharp pen, holding it like it's a knife. The kicking stops, All is momentarily quiet. Suddenly the killer's shadow appears in the window behind Annette. The window smashes an d Annette's neck is pulled towards the shards of glass that remain in the broken window. Annette struggles but she's not strong enough.

Under the table, the other man puts his hand on Annette's mom's knee. Annette's mom smiles at the man, drunk and interested.

The killer lowers Annette's throat closer to the shard of glass.

Annette's mom lets out a huge laugh, knocking over her red win, soaking the white tablecloth in red.

Annette's eyes roll up into her head. Annette, half alive is dragged out the window. Out come the hammer and nails. CUT TO:

Annette's parents pull into the driveway: They are still giggling. It's been a great night. They are sauced.

Annette's parents come inside.She notices a red spot on the carpet and leans over to inspect it.

Annette's mom starts down the hallway, noticing the trail of blood leading to Annette's door, realizing something is wrong.She tugs at Annette's door.

Her mother frantically tugs at the door. Her dad appears.Her dad lifts his foot and starts kicking at the door. It begins to splinter.

They break through. Annette's dad pushes the dresser out of the way and they barge in. The room seems to be empty except the window has been broken and blood's splattered around it.She notices the shade to the other window has been drawn and is flapping oddly, caught on something. She walks over, frightened, gathers her nerve, then pulls the shade up. Annette has been nailed to the outside of the house, her dead eyes looking in. 'VIRGIN' is carved deeply in her forehead. Her mother screams. CUT TO:

Brent is staring at the word 'VIRGIN', carved into Annette's forehead. He's really worried, He's figured out that his town is under siege.

Annette's parents are downstairs, shocked. They hug each other, having nowhere else to turn. CUT TO:

Brent enters his own house. Marge is waiting for him.Brent darts up the stairs.

Jody is in bed. There's a soft knock on the door. She rolls over.Brent walks in and seats himself on the edge of the bed.Jody sits up, pulling the covers up over her breasts.Brent takes a deep breath. He's really uncomfortable.Jody is really uncomfortable with this question.(very uncomfortable)\_ Did you two get any further?Brent nods, worried. He's obviously upset.He kisses her on the forehead and heads out. She is very confused.

It's a new day. As the kids arrive at school, rumors are flying. Everyone is a little more on edge. The same tribes exist but kids are starting to glance and listen to kids from other tribes. The social structure is starting to fray.

Brent is upset, confused.today, not what you should told them yesterday.

The shops close down. All the townsfolk head toward the assembly hall.

The parents arrive. They are all concerned. They've all heard rumors by now. They hurry into the school, whispering to one another.

The parents are seated, whispering, buzzing. Brent walks up to the podium. He's very nervous as he looks out at the crowd, realizing he's going to really, really upset them. He takes a deep breath.The crowd grows still. Everyone is interested in this information. Brent pauses.public high school and all three were or appear to have been...um...virgins. There is a ripple of confusion that runs through the auditorium.This is all very upsetting to everyone.A few other parents laugh.Father 3 starts towards Father 2. Tempers are short.Father 3 pushes Father 2.Father 3 swings at him. A fight ensues. Other parents start to jump in. Tempers are short. Brent leaps down to break it up.

Hell of a time to be joking about a thing like that you sick bastard!

A match lights a long fuse. Fire crackles along the ground toward a huge string of firecrackers and Roman candles. They ignite. The firecrackers explode as balls of fire shoot into the night sky. TEENAGERS howl.

Jody is talking on the phone to Sandy. Sandy's room is typical teenage room, identical in feel to Jody's.

There's a sound on the phone. Sandy's brother ANDY has picked it up.

ANDY, Sandy's thirteen year old brother is on the line.Andy hangs up laughing.

Jody, if you want to come over right now. We could slip up into the attic for a few minutes. There's an old mattress up there...

Just think of it like she's having a flu shot. Purely preventive.

Jody chuckles but all of a sudden the line goes dead.Jody tries to call back but the phone isn't working. This spooks her. The doorbell rings downstairs. Now Jody is more than spooked. She's SCARED. She goes to the window to see who it is.

Someone is standing in the shadows below. All Jody can make out is that it's a woman.

Jody, dressed only in her nightshirt, cautiously heads downstairs to the back door.

There's someone in the shadows. Jody opens the door a crack.Once again, a woman's voice.Jody senses something is off.Jody suddenly gets it and tries to slam the door closed but the killer is too fast, sliding a hand and foot in, pushing her way into the house. Jody fights to push the door shut but she can't. The killer is stronger. The killer's hand gropes for the lock latch. Jody frantically looks around for a weapon and spots an electric screwdriver sitting in the back pantry. She grabs for the screwdriver with one hand as the killer pushes harder. Jody drills the killer's elbow. The killer screams and lets go. Jody slams the door shut, double locking it.

Jody picks up a phone but it's dead downstairs too. She looks around.

She notices a shadow move across the back window. The killer hasn't left. The killer seems to be following her.

Jody grabs a baseball bat from the front hall closet. The killer's shadow appears outside.

Jody runs into the kitchen, grabs a knife. The window above her breaks. The killer is right outside.

Jody runs into the dining room, not sure where to go. Suddenly the window breaks there. The killer is stalking her from the outside.

THE HOUSE is under siege and Jody is trapped in it. She runs from room to room, turning the lights out but windows break wherever she goes. It's terrifying.

Suddenly there is a silence. Jody stops running. She realizes that the killer must be climbing in somewhere. Jody isn't sure what to do. She hears something in the family room.

Jody enters. She sees the killer's shadow cross the window. She runs out.

Jody creeps back into the den. The killer doesn't seem to be there either. The window is broken. The curtains flap in the breeze. She moves toward it, wondering whether it's safe to climb out. She looks in the mirror. In the mirror, Jody can see the killer's shoes peeking out from under the drapes. The killer's in the room. The drapes start to move. Jody turns around and swings the bat, hitting the killer squarely in the head, sending her to the ground, pulling the drapes down.

Jody's too nervous to unlock the front door. She hears the killer coming so she tears up the stairs.

Jody scampers up the staircase but she's not fast enough. The killer grabs her leg through the wooden slatted banister starts pulling her off the staircase, breaking the wooden slats. Jody grabs one of the jagged slats and rams the sharp end into the killer's hand, freeing herself.

Jody closes the bathroom door and locks it. The killer starts kicking it in.

Jody opens the small bathroom window to climb out on the roof. The door starts to splinter. Jody tries to wriggle her way out but it's tight. Behind her she hears the door splintering open.

Jody squeezes through and grabs hold of the chimney, using it to pull herself out.

The killer's hand grabs Jody's leg just as Jody's pulling herself free. The killer closes the window on Jody's leg, trapping it inside. Out comes the razor.

Jody fights for her freedom, tugging at the chimney, kicking and screaming: All of a sudden she feels a surge of pain. She screams and kicks with all her might, freeing herself, her momentum sending her rolling down the roof. She rolls off the roof, barely grabbing hold of the gutter, hanging from it. The gutter starts to break. Above her she can hear the killer coming out onto the roof. The killer's silhouette hovers above, ready to grab her. Jody knows she has no choice. Jody lets go of the gutter.

Jody falls twenty feet to the ground below.Jody smashes to the ground.

A neighbor hears the clatter and comes running out to see what's going on.

Jody's neighbor runs over to help her. Jody rolls over, still groggy. Jody looks up to the roof.

Jody looks back down at her bloody leg. There is a 'V' carved into it. CUT TO:

Police are scouring the house. Jody is trying to sup some hot chocolate but her hands are still shaking.Her mom comes in with a bottle of cognac, ready to pour a little into Jody's cup.Brent motions towards the cops, his co-workers, who are scurrying around the house. Mom gives Brent a dirty look and pours just a spot into Jody's glass. Sandy enters. She sees Jody and runs to her.Jody breaks into tears. They hug.Sandy is really terrified too. Dissolve to:

Another morning in CHERRY FALLS. The town may look peaceful but it isn't.

Sandy is getting dressed in her usual manner but he hand is shaking. She's still terrified. She looks at herself in the mirror and decides to make a change. Lipstick goes on. mascara and eyeliner follow. Sandy examines herself in the mirror. She's all made-up. SHE USUALLY wears a tenth as much.

Sandy slides into a slightly provocative dress. She looks much hotter than she did when we first met her.

Sandy starts down the stairs. She stops to check out where her mother is.

Sandy hurries downstairs, grabs her coat and heads out the door, hoping her mom won't notice how she's dressed. Her mom hears her and catches a glimpse of her new outfit.Sandy doesn't want to get into it. She charges right out the door.

Sandy goes tearing up the street as her mother opens the door after her.No way is Sandy turning around.

The kids arrive at School. Everyone is freaked. The word spreads fast about Jody's attack. Many of the kids, like Sandy, have worn a little extra make-up or a little tighter jeans. There's a sexual electricity everywhere mixed in with a lot of fear. The normal tribes are disbanding. What are forming in their place are sexual tribes. Today, at the high school, sexual history bands kids together. Not aesthetics, popularity, or wealth. Punkers chat with nerds, cheerleaders with potheads. In the parking lot, we see that Aunt Lisa's IMPERIAL is parked. The killer is close by.

Sandy arrives at school. She looks around. She spots Mark talking with Cindy and BEN. She gathers her confidence up, unbuttons her top button to reveal what cleavage she has, and starts towards them. Cindy is laughing at Ben.Sandy walks up.They all stare at her for a second, noticing the change in her appearance.Sandy freezes. She doesn't known what to say.Ben and Cindy crack up. That was a really lame, stupid question.He gets out the Twinkie and gives it to her. She unwraps it and takes a bite. Ben and Cindy watch, amazed and entertained.Sandy gets a little cream on her cheek and licks it away with her tongue, a little embarrassed. The sight of her tongue turns Mark on.Cindy laughs. The pairing up has started. CUT TO:

Jody is sitting in the police station working with a SKETCH ARTIST.The artist makes a change.Jody re-examines the picture. She's spooked.The artist picks up the phone and dials.Brent comes into the room and picks up the sketch, FOR THE FIRST TIME we see a picture of the killer. She looks about eighteen years old and has her hair done in an old fashioned wave. She looks like your average small town girl from the late sixties. Brent's face goes white when he sees who it is. Jody notices this.He picks up the picture and heads quickly into his own office. Jody watches through his window, sensing he's very, very upset.

Jody has never seen her dad like this. She quietly picks up the phone and listens in. Her dad is talking to the principal, Tom Sisler.

Brent looks out and sees that JODY is on the phone, eavesdropping.

Jody, busted, hangs up. Brent comes storming out. HER FATHER is livid. SHE'S NEVER SEEN HIM SO ANGRY AND UPTIGHT.She nods and heads out, freaked. Her father's never treated her this harshly before.

As Jody approaches the high school, she's still on the edge, given the attack of the night before as well as he dad's reaction to the picture. She hears a moan coming from behind some bushes. She stops and notices a Girl's shoe sticking out from under the bush. Worried it might be someone badly hurt, she cautiously starts toward it. Suddenly a couple of more feet pop out. Jody jumps back, frightened, but then realizes that it's just a couple of her classmates having sex in the bushes. Jody heads toward the main school entrance. She starts noticing a lot of kids are outside, a few more hidden from sight, having sex. Something's up.

Jody opens her locker. Sandy comes running up to her, very excited.Sandy notices that a teacher is nearby. Sandy pulls Jody into a stairwell.

Cindy is setting with a group of girls, the center of attention.Sandy runs up.This answer terrifies the audience.The girls had no idea.

Three stoners are smoking a bowl in their car. They are not nearly as collaborative or supportive of one another as the girls were.They all laugh again and nod, slapping hands, Beavis and Butt-head style.They all laugh again.

I know it's a total bummer that three kids are dead, but, I'm sorry, this is kind of great.

Two HOMELY GIRLS, one rail thin, the other slightly overweight, walk back towards the school.They notice a group of kids huddled around a car.They walk up. 'VIRGIN' has been written in blood on one of the windshields. A mutilated boy looks out of the driver's window of the car. The girl's faces go white. IT'S ANOTHER BODY! More and more kids gather around the murder site. The kids are all freaked, giving each other the eye. No one wants to be next. All of a sudden the body moves, screaming to the heavens, freaking all the kids out. The dead body leaps out of the car and runs away as other kids and teachers run over. Everyone heard the scream. Homely girl 2 whispers to her friend.

If we don't, we sit back and watch everyone else camel. That's got to be better than hanging at your house.

Chaos has taken over the school. Hardly anyone is still going to classes. Kenny is standing in the hallway, looking for Jody. He knows her class schedule and that she'll be passing by. Jody appears from her classroom. She starts toward Kenny, at first not noticing him. Jody looks up and she sees him. She stops. She knows what he's there to talk to her about. He runs over to her.killer on the loose.He grabs her passionately.OF COURSE SHE IS.He kisses her full throttle. She's into it. She smiles at him as he darts off. She's happy but scared. She's got her guy back, at least for the moment.

A series of savage killings has turned this small community of Cherry Falls, Ohio inside out. In the last two days, three teenagers have been killed, a fourth attacked. The killer seems to be targeting high school virgins. Here's our WWJB reporter Mike Stanton outside the local high school with an up to the minute report.

MIKE STANTON turns around toward the high school to report on the day's events but before he can get a word out a young GIRL who has recognized him, walks up to him. Her GIRLFRIENDS giggle behind her.She grabs him and kisses him. He's shocked. She runs off giggling with her friends. A boy walks through in the background and makes a lewd hip humping gesture at the TV camera.

Her mom flips off the TV AS Jody enters the kitchen.Mom's cutting hand starts to shake. She pretends that she doesn't know who Lisa Sherman is but she obviously does.Jody is suspicious. Jody thinks for a moment, then picks her coat back up.Jody heads out the door. Her mother goes to the window, very concerned and watches her ride away. She picks up the phone.

BRENT is on the phone. His deputy is with him.He hangs up the phone.

Brent and the deputy head into the main station area. Brent grabs his gun. The DESK SERGEANT is on the phone.The desk sergeant picks up another call.He heads outside.

Sir, we're getting calls from other towns. Boys throughout the country have heard about what's going on here and they're heading our way, apparently, looking for girls.

The deputy walks Brent to his car.He jumps in his car and speeds away.

The gray old ivy-covered town library. Jody rides up and heads inside.

Jody enters the vast library. It's empty. Almost spooky. A seventy year old lady, MISS DUNLOP is behind the desk, robotically stamping the back flaps of books.

Of course. NO ONE EVER SHUTS UP IN THE LIBARY. Kids were whispering about it all day.

You're sweet. I really wish someone had thrown a party like that when I was your age.

They head up the stairs and into the microfilm room.She hands Jody the microfiche.SHE SLOWLY HEADS DOWN THE STAIRS. cut to:

The newspaper headlines from 1970 pass by. Jody is watching them flash by. She slows down, then goes back. She's found what she's looking for. A picture of LISA SHERMAN. It's her yearbook picture. She looks eerily identical to the picture that Jody drew. The headline reads 'High School Senior Attacked In park'. Jody hears footsteps coming up the stairs. She looks up. The footsteps stop. The old library is still. She senses that someone is watching her.No answer. She hears a bit of rustling from behind one of the shelves of books directly behind her. A book accidentally drops to the ground. She realizes that someone is right there, watching her.She sees a pair of shoes behind the book shelf but she can't see the face. The shoes start around the book shelf, toward her. Jody leaps to her feet, ready to run. Her mom appears.Mom looks at the monitor, at the picture of Lisa Sherman's face.Jody sits back down.Marge sits down next to Jody and takes her hand.Jody is at a crossroads. Jody doesn't know what to do. Her mother hugs her, puts her arm around her, and almost lifts her out of her seat. She leads her down the stairs, away from the old newspaper.

Jody's mom leads her across the vast hallway. They come to the door leading out of the library. Jody stops and looks back. She sees the old spinster Miss Dunlop, stacking the books.Mom doesn't like this at all. CUT TO:

A beautiful garden on the edge of the library. The autumn wind is blowing. The leaves are at the height of foliage. Jody and her mom are seated on a carved stone bench.EVERYONE JUST KIND OF LOOKED THE OTHER WAY.:I was kind of scared going against the gain. Against the whole town.Marge freezes. She didn't want to be asked that.Marge takes a deep breath, unsure what to say.Marge is stricken. She looks down.Jody gets it.Her mother can't deny it any longer.father has not torn himself to shreds for what happened. We both have...Jody gets up.Jody runs off, very upset.

The rusty old mailbox on the forgotten dirt road reads 'Lisa Sherman' Brent's police car turns into the driveway.

It's a dilapidated old house, uncared for, overgrown, a 'For Sale' sign stands crookedly in the front yard. Brent gets out of the car and heads to the front door, stepping over rusty tools and old auto parts.

Brent lifts his hand and is about to knock. He can't. He walks around in a circle, composing himself, preparing himself to face Lisa Sherman after all these years. He draws the gun from his holster and knocks. No one answers. He knocks again. No one answers, again. A WOMAN, THE CARETAKER, appears from the side of the house.Brent feels terribly guilty about what he did to Lisa Sherman, but also terribly relieved that he'll never have to face her. It's been a long time since he's confronted his hidden past. He puts his gun away.Brent can't help but feel responsible.Otherwise, get a warrant. He pulls out his wallet. Cut to:

I never met the woman. I'm just taking care of the place until they sell it.

I don't give a fuck what your reasons are. You pay me ten dollars, you can go inside

No pictures. No mirrors. Was she a crazy woman when you knew her?

I've been in a lot of people's houses and this one's the creepiest.

People always keep their secrets in their attics or in their basements. All the weirdness in this house took place in the basement.

Kenny, opens the front door, very excited.Jody wipes a tear from her eye. Kenny notices how upset she is.Jody bursts into tears. She hugs him. He hugs her back and leads her inside.

An old rundown house. The clutter smells. Whoever lived here had little to no self respect. Garbage is piled up in every corner, order is nowhere. Brent is repulsed by what he sees. he wasn't expecting such chaos. He knows he helped create this mess.The woman flips on the basement light. There are several locks on the door. Brent is very scared of what he's going to find down there.

Brent steps down into the basement. It is a combination prison/bedroom. It looks like it hasn't been cleaned in years. Water drips for the ceiling. Rat traps are everywhere. Old broken child's TOYS are stacked in one corner below some handcuffs which are bolted into the wall above a cot. The cot is small, the mattress rotted. Old shit lies dried on the floor piss stains line every wall. Huge nails and odd iron objects sit in one corner. Brent walks over to the dresser and looks in it. He pulls out a pair of grown man's trousers. He examines them.Brent things for a moment then throws the pants down. He darts back up the stairs. The caretaker laughs.

Jody and Kenny are in Kenny's bedroom, sitting on his bed.Jody, still crying, stares at Kenny for a second then leans in and kisses him with everything she's got, Ready for action.Jody quickly takes her own shirt off, rips off his, and pounces on him. He's taken aback by her sudden aggressiveness. He has no idea how to respond to it.

The phone rings. The answering machine picks up.As Brent finishes his message the camera moves across the principal's desk, first revealing a few blood drops on a piece of paper and then the killer's hand, holding the razor. The killer has been listening to the message. Tom, the principal, is sitting in the corner in a large puddle of his own blood, tied to the radiator. He's barely alive. His tongue has been cut out, his foot cut off at the ankle and shoved into his mouth. One eye is missing, the other one has been left in only so that Tom can look into the killer's face as he's tortured. The razor blade is lifted off the table. Tom braces himself, gripping his hands, preparing for more pain. The camera moves back to the phone as we hear Tom gag and then the killer walking out of the room.

Jody is all over Kenny. He's really weirded out by her aggressiveness. She reaches for his crotch and finds that he's soft. She rolls over, embarrassed.Jody rolls over, a bit pissed off and very confused.She gets up angry, and starts putting her clothes back on. That was the wrong note to play. The truth hurts.She heads to the door.She heads out, very upset.

INSERT- A condom slides across the counter. The register rings it up. A teenage boy is standing there buying the condom. The camera pulls back to reveal another teenage boy behind him, also holding a condom and then another and another. All told, the store is completely jam packed with over a hundred boys, all standing in line, all buying condoms. CUT TO:

Sandy is getting ready to go to the party, making herself look as hot as possible, and she looks hot. There's a knock on the door. She's scared to answer it, considering how she's dressed. Her dad comes in and sits on the bed. Sandy turns away from and buttons her top shirt button up.He places something on her dresser, smiles at her, and leaves. She looks at what he's left. It's a condom. CUT TO:

Carloads of kids head toward Cherry Falls, howling out the windows, guzzling beer.

Police cars screech to a stop, barricading the entrances to town, preparing for the onslaught.

Brent is driving out of the Indiana town when he sees something out the window.

Lisa Sherman's headstone. It's a modern one. Her picture is on it. It's the same woman as the sketch artist drew. Brent stares at the headstone, alone in the cemetery, feeling ashamed.

Sandy appears at the top of the stairs, decked out, ready for the party. Her mom bursts into tears. Sandy heads toward the front door. her father walks up to her and hugs her. Her brother Andy, smirks in the b.g. Mom cries harder.Cut to:

A kid raided his parent's liquor cabinet, pouring five different types of liquor into a pickle jar. ANOTHER HOUSE Another kid raids his parents weed stash, grabbing a handful of buds. A THIRD HOUSE A third kid raided his parents medicine cabinet. Lots of barbiturates in this house. MONTAGE - OTHER HOUSES Kids are climbing out their windows, climbing down trees and sheet ropes, trying to get out, sometimes being chased and caught by their parents. One kid is locked in his room, another driven far from town. everyone's grounded but everyone's going to the party any way.

Kids from other towns park cars at the edge of town and try to sneak into Cherry falls through the woods. Police try and cut them off.

Jody pedals quickly down the street. She's going nowhere. She starts to cry.

Brent pulls into the roadhouse to look for Tom Sisler. As he walks inside we notice the killer's Imperial is parked there as well. Brent's in trouble.

Mark's car pulls up in front of the party house. Sandy squeezes his arm, excited. Music blares from the house. They all hop out and head up to the bash.

All sorts of kids make their way across the front lawn. They are carrying pillows, sheets, blankets, anything and everything that will make the wood floors more comfortable. One couple runs towards the front door howling. Another boy pulls his obviously frightened girlfriend into the house, reassuring her that everything will be fine. Lots of kids are milling around outside because two big football players and their dates are guarding the front door. There's a big sign that says "Couples only". Lots of hooking up is taking place on the front lawn.

Two computer nerds are hidden behind a tree, watching the other kids arrive. They spot the two homely girls we saw earlier.Nerd 2 heads toward the girls, taking his laptop. Nerd 1 follows, pissed off. They walk up near the homely girls and make eye contact. After several uncomfortable moments, someone shouts for an upper window.This only heightens the uncomfortable ness outside. One of the homely girls looks at the laptop.The four just gravitate toward each other, now 'coupled'. They enter the house next to each other, all four terrified, none even acknowledging yet that they're all in danger.

There's Jan and Heather. Let's grab them quick before someone else does.

Ben and Cindy arrive.She kisses him passionately, and gets out of the car. He follows her, smitten, like a puppy dog.

Kids file through the house, creating floor space, moving furniture, piling it high. A keg of beer flows in the corner. Rock n' Roll blares from all directions. Everyone's excited. CUT TO:

Jody rides down the street, just pedaling fast, as fast as she can. She's in her own world, very upset. A car comes toward the intersection on the other street but doesn't slow down, knowing the light is about to change. A boy in a passing car whistles at Jody, waking her out of her stupor. Jody looks up just as the light turns red. She hits her brakes and skids into the tail of the oncoming car. She glances off it and goes sliding off the road, into a few garbage cans. The car nicks another car and pulls over. Across the street, we see that the Killer's IMPERIAL is stopped at the red light. Jody gets up, shaken. He knees and elbows are badly scratched. The OWNER of the car comes running over to Jody.Jody turns around. Her teacher Leonard Marliston is there. The killer's IMPERIAL is parked behind him. Jody wipes away the tears.CUT TO:

Kids are still arriving from all over but there's no more room in the house so the party starts spilling out into the backyard. One couple spreads out on the roof. A cop car has pulled up in front and the deputy is just keeping a watch on the house.

Kids are starting to gather and hook up in the town square. As the police try to break up one gathering, another one starts. CUT TO:

Leonard drives down the road. He smiles into his rear view mirror.

In Leonard's rear view mirror we see Jody pedaling behind him. A couple of boys lean out of their cars and invite Jody to the go to the party. Sirens scream out in the distance.

Leonard pulls into his driveway. Jody pulls in behind. She leans the bike on the front porch and they head into the house.

Mr. Leonard opens the door to his house. Jody walks in behind him.Jody doesn't know what to make of this. It's not what she expected to hear from her teacher. Leonard goes into the kitchen. Jody sits on the couch and looks around. She's immediately sensing that something is off about the place. It's certainly not the way she imagined a teacher's house to look. It has all sorts of city plans, maps, and drawings on the walls. Years of Cherry Falls yearbooks and newspapers are stacked in piles. He reappears with two beers and a pot filled with soapy water. He hands her a beer.SHE TAKES THE BEER, surprised he's giving her alcohol. He kneels down in front of her and begins to clean the wound on her leg.Jody is beginning to feel strange. There's something off kilter about this whole encounter.The way what his sins shaped you. He starts putting a disinfectant on her wound.She grimaces. The disinfectant hurts.Your father raped someone?Jody gets up and starts backing away from him but he gets up quickly. He's not letting her get away. Jody bolts for the door but she doesn't have time to open it. Leonard grabs her and throws her across the room. Jody smashes into a table. He bends down to pick her up, but she pulls a book case over on him, narrowly escaping. She runs for the back door.

Jody opens the back door and gets halfway out when Leonard runs up to her, pulls her away from the door, and slugs her in the face, sending her sprawling to the ground. He picks her up and punches her a second time, breaking her nose, knocking her half out. He picks her up by the waist and carries her to the basement stairs.

Leonard throws Jody down into the dark basement. She tumbles down the stairs, hitting her head on the cold stone floor. He comes charging down after her, closing the door behind them. CUT TO:

The CD is now skipping. Kids are in every corner, bed , and closet, making out. Every square inch of the house is being taken as the party shifts into higher gear. It's a sea of sheets and blankets rippling with bodies under them. Giggles and moans are heard every second.

Sandy and Mark are gently kissing in the closet, still standing up. Mark studies Sandy's face for a second, then slowly lifts her dress, sliding his hand on to her thighs.Mark smiles, embarrassed. They kiss. They're falling in love. ECU - ELECTRONIC beeps come off a computer screen as a warrior armed with a huge plasma gun fights his way into a dark cave, shooting plasma everywhere. The nerds and the homely girls are in the corner playing the computer game, ALL SCARED TO MAKE a move. People around them are shushing them as they blow up monster. One guy finally has had it. H gets up, grabs the laptop and tosses it out the window. NERD 2 IS PISSED OFF.Homely girl 2 starts to laugh. It was kind of funny. Then they all start to laugh, even NERD 2. There's nothing left to do but laugh. Except kiss. And that they do.

Cindy and Ben are naked under a blanket in the corner.He's all over her. She's into it too.

Sharon turns up the heat on Kenny, running her hands across his bare chest. Kenny breaks off the kiss, not really into it.She kisses him again. He stops her again, buttons his shirt.He puts his clothes on.Others laugh. Kenny looks around.Kenny buttons his shirt and heads out. Sharon is pissed. CUT TO:

As Jody comes to, she finds herself gagged, tied to a chair in the dark basement. She can't see much but she can hear the sounds of water dripping and a rat scurrying around. She tips her chair over and falls onto the cold floor. She tries to removes her gag by rubbing her head against the ground.

A body is hidden under a blanket. Leonard picks it up. It's too heavy.

Jody can't undo her gag but she notices a piece of glass under a dresser. She turns herself around to grab for it. She squeezes her hand under the dresser, reaching for the shard. The door at the top of the stairs opens. Leonard appears in silhouette carrying the body wrapped in a blanket. He throws it down the stairs and turns the lights on. The basement is almost an exact replication of the basement in his mother's house. A cot in the same spot. The dresser as well. The Lisa Sherman costume is neatly hung from big metal hooks. Leonard sits Jody back up. A little blood drips from Jody's closed hands. She has the shard. Leonard ties the other body to a chair facing Jody. He starts singing SLY AND THE FAMILY STONE.He undoes the blanket revealing the battered but still breathing body of Jody's dad. Brent's bleeding from the forehead, nose, and mouth. He's badly beaten up. Jody gags on her gag. Her dad looks her in the eye.Leonard picks up his razor and starts towards Jody.Brent starts frantically shaking no, trying to escape as Leonard kneels in front of Jody and runs his hands up under her dress, exposing her shaved, nubile leg. The 'V' is still fresh in her calf. Leonard starts to cut an 'I' next to it. Jody's face grimaces in pain. Blood drips to the ground. Her leg starts to shake.Jody concentrates on trying to show no pain, not to flinch. It's tough. Her father watches, horrified. Cut to:

Kenny runs down the street, heading toward Jody's house. He stops to catch his breath for a second. He notices something.

Kenny crosses the street to Leonard's house and inspects the bicycle. It's hers.

Leonard continues to work on Jody's bare leg, starting the 'R'. Jody and her father stare at each other, helplessly.Jody gags in pain. Brent looks away.Brent opens his eyes. More blood drips. Jody starts to lose consciousness, barely able to stand it anymore. The doorbell rings. Leonard looks up, concerned.

Kenny rings it again. No one answers. He walks over to the window and looks through a crack underneath the curtains.

Kenny senses that something is really off. He rings again but no one answers. Worried, he pops the screen. It's breaking and entering time.

Leonard hears Kenny. He can't ignore him any longer.Leonard checks Jody's and Brent's ropes are tight, then heads up the stairs. As soon as he disappears, Jody wriggles toward her father and starts cutting his ropes with the shard of glass.

Leonard comes out of the basement and peers into the living room.

Leonard sees Kenny opening Jody's purse, checking it out. Leonard keeps the razor hidden behind his back.Kenny looks up, startled.

Jody cuts through her dad's ropes. Her dad immediately takes Jody's gag off.

Kenny heads out the door.Kenny hears the cry and turns around.Leonard says nothing. He just stares at Kenny.Kenny heads toward the basement door to investigate. Brent starts kicking on the other side of the locked door.Leonard moves towards Kenny with the razor. Kenny turns just in time. He grabs Leonard's arm as Leonard tries to slit his throat. They struggle. The door lock starts to shake as Brent continues to kick the door open from the other side. Leonard picks up a lamp with his free hand and smashes Kenny across the head. Kenny falls to the ground. The door pops open. Brent charges out. Leonard turns to him and slashes him across the chest as Brent sprays red paint in Leonard's eyes. Leonard screams, and lunges at Brent. Brent grabs Leonard. Using every ounce of energy he has, he throws Leonard down the basement stairs. Leonard grabs Brent as he tumbles down the stairs. The two roll to the bottom, smashing their heads along the way. As they come to a stop, Brent smashes his head hard on the floor. Leonard ends up on top of him. He raises the razor and slits Brent across the face.Jody crawls up the stairs, dragging her bad leg. Instinctually, Brent hangs on to Leonard, as Leonard tries to get to Jody. Leonard slashes Brent across the face again.Jody crawls to the top of the stairs. Leonard does everything he can to get away from Brent but Brent hangs on. Jody watches, horrified, at the top of the stair. Kenny appears at the top of the stairs and pulls Jody away from the gruesome sight as Leonard continues to slash Brent's body open. Brent rolls over, a bloody mess.

Kenny slams the door shut as Leonard charges up the stairs. Kenny holds the door shut with all his might.Kenny pushes a dresser in front of it, trapping Leonard.Leonard starts chopping through the door with an axe. Kenny helps Jody out the front door.

Kenny frantically pedals the bike up the pristine suburban street. Jody hangs on for dear life.Leonard's car squeals around the corner behind them.

Kenny peddles as fast as he can, going up onto the sidewalk but that doesn't stop Leonard. He comes screeching up on the sidewalk right behind Kenny, ready to run him over. Kenny tears up onto a lawn, Leonard follows him, grass spewing up everywhere. Kenny cuts hard between two trees and back onto the street. He heads onto the other sidewalk. LEONARD remains in pursuit, knocking into several cars, flattening several fences, and mutilating a cat along the way. Leonard gains on them as they zigzag up and down the pristine street, destroying it. Leonard pulls up right behind them. He hits the gas. Kenny has to turn hard to avoid getting hit. Kenny can't hold the bike upright and it slides out from under them.

Kenny and Jody tumble up someone's driveway, smashing into their fence.

Leonard can't hold the car straight and it 360s across several lawns. Finally stopping, smashing into a parked car.

Kenny helps Jody to her feet. BACK OF HOUSE The GERMAN SHEPARD that lives in the house comes charging out of the dog door towards them, barking and snarling.Kenny helps Jody over the fence, then leaps up on it just as the German Shepard snaps at him. He jumps down on the other side, safe. The German Shepard smells something else and tears away.

Leonard gets out of his car and takes a step toward the house when the German Shepard comes charging out the open fence. Leonard screams. The dog pounces on him, starts humping his leg. Leonard rolls his eyes. The dog thrusts away. CLOSE ON THE RAZOR. Leonard raises the razor, contemplates, then rolls his eyes. He pushes the dog off of him. It lets out a panted growl, almost like it's saying 'going so soon lover boy?' Leonard hops back in his car, speeds off down the street. The dog barks wildly up at the night sky. Talk about being left with a hard-on.

The deputy checks his watch. A policeman comes running up.Two kids went into his office to fuck and they found him, with his tongue cut out and his foot jammed into his mouth. Killer also chopped off his pecker and stuffed it in his pencil holder.Kids from other towns are starting to congregate in the parks and at the high school. It's turning into WOODSTOCK except there's no concert.he wants us to do. I'll head over to the school.The deputy jumps into his car.The policeman looks up at the house.

Jody and Kenny climb over a fence into another backyard. Jody is limping badly. Kenny is helping her along.She kisses him. He kisses her back.

Kenny and Jody appear from a backyard, across the street from the party.

The officer sits in his car, trying to call Brent.There's a knock at the car window. The officer looks up, startled.

Jesus Christ had balls in his soup, Marliston, what'd you do, eat out a pizza or something? What the fuck happened to your face?

The officer rolls down the window.Leonard slashes the officer's throat open in one savage swoop. He slumps over the steering wheel, throat cut beyond repair, blood squirting everywhere.family affair'.

Jody and Kenny limp up to the party. There are no police outside.Jody looks down the road, lets out a blood curdling scream. LEONARD is slowly limping towards the house, gore dripping razor in hands. JODY Oh GOD IT'S HIM! KENNY Quick! In the house. He won't look for us in there. Kenny and Jody limp toward the front door.

Kenny and Jody limp through the front door. Couples are everywhere. There's no room to even walk. The party has reached it's 'climax'. We see the faces of teenage boys and girls as they lose their virginity. They run the gamut of emotions. Some are terrified, some are ecstatic. Some are concentrating as hard as they've ever concentrated, some are closing their eyes, trying to fade out. We see Sandy, Mark, Cindy, and Ben all having a blast. Sharon has managed to find a new partner and the nerds are riding the homely girls. It's orgiastic. Kenny and Jody can only marvel at it as they limp through the maze of bodies looking for a place to hide. KENNY GRABS a sheet off the ground and carries Jody up the stairs.

Kenny carries Jody into the huge bedroom. A couple of kids look up as the door opens. There must be over a 100 teenagers in the room, adjoining bathroom, and closets. The room is just a sea of kids humping two deep, under blankets.Kenny pays no attention to them. He shoves his way into a corner, pissing off everyone on the way, stepping on a few hands and other appendages. He puts Jody down and starts unbuttoning her shirt.He pulls her under the sheet.

Leonard comes in the front door, his razor in hand, the policeman's blood still dripping from it. He looks around, wondering if they're here. No one seems to notice Leonard as he hunts for Jody and Kenny, walking through the sea of bodies, dripping blood on the backs of a couple of kids. A serial killer at a fuckfest. Leonard smiles at the sight of all the teenagers copulating.

Kenny and Jody curl up next to each other. Kenny kisses her. She kisses him back. They're into each other. They can't keep their hands off each other. They start to really make out.

Leonard moves into one of the bedrooms. He switches the lights on. The kids look up pissed off. There's not an inch of floor space.He steps over a thrusting hairy ass, surveys the room. No Kenny. No Jody.The girl breaks into orgasm before she can barely finish the sentence. Leonard flips the lights off and heads out of the room. Through out the entire proceedings, everyone was fucking like no one entered the room. Homeostasis remains stable.

Leonard heads up the stairs, still looking for Kenny and Jody. A couple of kids on the staircase notice him. He almost trips on one. They start whispering to each other, freaked out that a teacher is there. More and more kids start looking up The party has definitely been disturbed.

Leonard checks another bedroom. He flips the lights on. No Jody, no Kenny. He leaves. More and more kids notice him.

Jody and Kenny know he's close. Leonard appears in the doorway.Leonard accidentally steps on a boy's hand as he enters the room. The boy, JIMMY, is pissed off. He looks up and realizes who it is.She grabs her clothes, embarrassed. Jimmy gets up. He's very drunk. Kenny and Jody peek out from under their sheet.Jody knows her friend is in danger.Leonard sees Jody. He starts toward her but Jimmy stupidly jumps in his way.Marliston!Leonard winds back, slashes at Jimmy, lopping off his dick. Blood flies up, splatters across Jimmy's face. Jimmy screams. Leonard slashes open his neck. Blood splatters everywhere, on kid's backs, faces, butts. His girlfriend screams as Jimmy falls to the ground, dying. Leonard begins to panic. So do the kids. Leonard sees Jody across the room and starts toward her as the other kids in the room rise to their feet and stampede the fuck out of dodge like a herd of frightened elephants.

I knew you were a pervert. Always wearing those fucking doofy glasses, and driving a station wagon.

Kids in other rooms hear the commotion and break their embraces.Panic sweeps through the whole party. Everyone wants out.

Leonard can't get to Jody because too many kids are trying to get out the bedroom door, pushing toward it, sweeping him up in their flow. It has turned quickly into chaos with a teenage logjam at the door. Leonard keeps his eyes pinned on Jody across the room, through the bodies. He can't make headway so he raises the razor to slash way to her. Jody sees him raise the razor.Leonard starts slashing his way toward Jody. He slashes a girl across the stomach, a boy across the face, a girl across the breasts. It's a bloodbath, everyone's screaming. KIDS' bodies fall to the ground, tripping people, creating even more chaos. Leonard loses his balance and is pushed to the ground as kids stampede over him.

Jody and Kenny try to make it to the door. Leonard tries to get up but he can't. He starts crawling toward Jody, slashing the legs of a couple of kids who are in his way, sending them to the ground. One kid does a back flip through a glass coffee table, exploding it, sending a shard of glass out his throat. Blood sprays across the ceiling like a lawn sprinkler. Through the sea of legs, Leonard sees Jody's leg, the 'VIR' still freshly carved. He slashes his way towards Jody.

Half naked kids come streaming out of the house, it's a bizarre sight. Some of them stop and scream, noticing the deputy (his body has been hung upside down from a telephone pole, and disemboweled). The house is almost bursting as kids climb out the windows and appear from the back.

Too many kids are trying to get out at one. The staircase and all the hallways start totally backed up but all the kids keep pushing forward. Something's got to give.

Leonard keeps crawling toward Jody, getting closer and closer. He scrunches over Jimmy's severed penis, staining his khakis with gore.

The pushing continues. There's nowhere to go. A boy gets pushed over the balcony, falling to the ground below.

Leonard is just a few feet from Jody's leg. Jody and Kenny push closer to the door. Leonard reaches for Jody's leg. He can't quite grab it. Kenny and Jody reach the door. They're almost out. Leonard lungs and grabs Jody's leg. Jody screams out in pain, falls into the crowd.Kenny tries to grab for her but he can't reach her. The force of the mob pushes him out the door, through the vortex.

Kids jam the staircase. There's too many trying to get down at once. Everyone's still pushing. The kids on the staircase can't keep their position and start falling forward, pushing harder.

Kenny tries to get back to Jody but there's no way he can make headway back into that room.The staircase is now jammed with people, starts to buckle. The banister breaks. Kids start falling off the balcony and staircase, onto kids below, CRACKING SKULLS, breaking bones.

Lamps smash to the ground. Tables are trampled. Basically, the entire inside of the house is destroyed in the stampede which puts something out of fucking JUMANJI to shame.

Leonard gets hold of Jody's waist and pulls her towards him, razor ready.

Everyone gives one final push out. Kenny is swept on to the staircase. It can't take the pressure and finally cracks. Kids tumble on top of each other falling to the floor below as the staircase splinters. Hurt kids are everywhere as more and more get pushed over the edge. It's a disaster. Broken boned teenagers litter the floor like it were a battlefield. Kenny manages to grab hold of the second floor as kids fall past him. The whole house begins to buckle.

The room empties as the kids push out. Leonard pulls Jody up next to him and puts the razor to her neck. He draws the first spot of blood.

Jody turns to look at LEONARD as Kenny appears in the doorway.He looks into her eyes.Leonard stares at Jody for a moment, relaxing his grip, giving Kenny just the break he needs to dive for Leonard's arm, surprising him, knocking him over. They struggle for the razor but Leonard overpowers him and grabs it, cutting his own hand. He turns and slices Kenny down the side, cutting him deep. Kenny fights off the pain and leaps on Leonard's back, grabbing his arm around the neck. Leonard stands up and twirls around, trying to knock Kenny off his back, smashing him into walls. Kenny screams in pain, but doesn't let go, pulling at Leonard's face and throat. Leonard spins faster. JODY struggles to her feet, holding her neck, still losing a little blood. Kenny's grips start to slip as Leonard reaches back, to slice him across the face and neck. LEONARD, backs up towards the window, slips over a dildo. He screams, loses his grip on Kenny, goes crashing out the second story window.

Leonard crashes to the ground below, landing on his back on the front steps.

KIDS start circling Leonard. Leonard gets to his knees, still holding the razor. They start taunting him.The kids inch closer to Leonard.One kid kicks him. Leonard slashes at the kid, but misses. Another boy kicks the knife out of his hands. A third picks it up.One boy kicks Leonard in the face. Another kicks him in the ribs, another in the balls. Leonard tries to fight back for a second but slowly they all descend on him, taking turns kicking and beating the ever living shit out of him. It's a feeding frenzy. He disappears under the angry mob of teenagers.

Police cars screech to a stop out front. The kids are all disappearing off down the street. JODY AND KENNY emerge out the front door, look down at LEONARD, barely alive, lying at bloody mess at the base of the steps.Leonard spits up blood. Jody squeals. Kenny covers her eyes. CLOSE on the BALCONY overhead. The railing breaks off and the balcony comes crashing down, falling on Leonard, killing him. Jody embraces Kenny tightly.dissolve to:

Cemetery- Brent's coffin is in a grave. People are leaving the funeral. Jody is with her Mom. They are the last ones there. They watch as the workers start to throw dirt on the coffin. Jody takes her mom's hand in her own. They're close again. Dissolve to:

Someone is in the shadows outside, climbing up to her bedroom window.

Intruder's POV - Through the window, Jody is sound asleep in her bed, vulnerable. The window opens. Someone steps in and moves quietly over to the edge of the bed. She wakes, startled. She looks up. IT'S KENNY.He climbs in her bed and takes her. She lets him. She's into it. A pair of eyes peer through the slates of Jody's closet door. Someone is hidden in her closet. KILLER'S POV - Jody and Kenny are now in the middle of making love for the first time. It's getting hot.The closet door opens. The real LISA SHERMAN is there. Maybe she wasn't dead after all! She starts toward Jody, raising a huge butcher knife over her head. Jody sees her and screams. The knife comes down toward the center of Kenny's back. His face contorts as the knife enters his body. Jody screams as he coughs up blood all over her breasts. He looks helplessly at Jody, dying as the knife comes down again. But now it's her father who's doing the stabbing!

Jody wakes up from her dream, startled and shaken. She looks next to herself in bed. Kenny is lying there asleep, smiling, probably dreaming of her. The window is open. He must have climbed in. There is a little red spot on the sheet next to her. She cuddles up next to him as the sun starts to rise outside. Dissolve to:

The entrance to the town. The hanging sign reads 'Entering Cherry Falls, Ohio'. The beautiful town is now peaceful again. The crickets are chirping, the robins begin cooing. Suddenly a window comes up and the hanging sign begins to sway back and forth, almost on its own. CUT TO BLACK THE END

A HAUNTING LULLABY plays against a black , star - pricked sky when something appears in the distance . A BUTTON - EYED DOLL floats towards CAMERA , through the open window of a small sewing room where it lands in a pair of WAITING HANDS , hands that are made of SEWING NEEDLES . The doll - which resembles a YOUNG BLACK GIRL in old - fashioned clothes , hair fixed with ribbons and braids - is placed on a sewing table . An elaborate sewing kit is opened , and , in flickering green light , the NEEDLE - HANDS go to work . The doll 's old clothes are cut away ; button - eyes torn off ; hair pulled out . The doll 's stuffing is removed and then the empty cloth body is pulled inside out , turning from NUT BROWN to PALE PINK . Sawdust is poured in the NEW DOLL 's mouth ; facial features added ; blue yarn hair punched in ; and then a fresh pair of shiny black button eyes is selected from a button drawer . The transformed doll , in a LITTLE YELLOW RAINCOAT , its new button eyes affixed , is released out the window and BACK INTO THE NIGHT . LAST HEAD CREDIT APPEARS , THEN FADES .

WIDE ANGLE on a rambling old Queen Anne - style house with tacked - on outside stairs . It 's late winter , the sky a damp , grey sponge . A SIGN in the foreground reads `` Pink Palace , Apartment for Rent '' . MR. BOBINSKY - a seven - foot - tall blue - skinned man - performs calisthenics on the rooftop , counting in Russian .A BEEPING SOUND begins and he pauses . A tired MOVING VAN backs into frame and up the muddy driveway . A VW BEETLE - suitcases roped to its top - recklessly passes the truck and disappears around the side of the house . Bobinsky shakes his fist angrily after the car and shouts :He marches away indignantly . One of the MOVERS , unseen in the truck , speaks to his companion .ANGLE ON moving truck 's REAR DOORS as they 're wrenched open by two men - MOVER 1 , tall and bear - shaped , and MOVER 2 , built like a brick top - to reveal a lot of BOXES and BEAT - UP FURNITURE . They haul out the LOADING RAMP towards CAMERA . NEW ANGLE , EXTERIOR STAIRS to BASEMENT FLAT . APRIL SPINK , a rotund little old English lady with bad legs , surveys the MOVERS as they pass by her chair - lift with boxes and furniture . The old gal ca n't wait to tell her flat mate below about the young , strapping men .ANGLE ON FRONT PORCH . The job finished , Mover 2 heads down the front steps while Mover 1 waits for a signature from the unseen - but - for - his - hands new tenant . Papers signed , a tip of a single , grubby dollar bill is placed in the outstretched hand of the disappointed mover , and the door is shut .

Dras, dva, tri, chetyri. Dras, dva, tri, chetyri. Dras, dva, tri.

Very clever, using this `` mix up'' to sneak my home and peek at meeshkas

And I am the Amazing Bobinsky! But you can call me Mr. B, because amazing I already know that I am.

Ha! You see, Caroline, the problem is my new songs go oompah oompah. But the jumping mice play only toodle toot, like that. Is nice, but not so much amazing? So now -.

They are saying : do not go through leetle door. Do you know such a thing?

mixed up, hmmm? They even get your name wrong, you know. They call you Coraline instead of Caroline, not Caroline at all.

ANGLE from BACK YARD . Hiding behind shrubs , WE SHARE the POV of a MYSTERIOUS SPY . With a CLICK , a close - up lens is rotated into place to better see the movers quietly pack into the truck and drive away . A MANGY BLACK CAT walks right in front of the lens and looks at us with concern . OFF - SCREEN , a door bangs open . WE FOLLOW the cat as it races up a tree and out a branch towards the BACK PORCH to investigate . CORALINE JONES , 11 , steps onto the porch in a YELLOW RAINCOAT with a shoulder bag . WE - SPY 'S POV - CLICK to a CLOSE - UP to find this new tenant has BLUE HAIR and a skeptical face . NEW ANGLE , non - spy reverse , on Coraline as she glances furtively over her shoulder , then hops down the steps and moves diagonally away from the house . NEW Angle , SPY POV . We watch Coraline head towards the WOODY SHRUB we 've hidden ourselves in . We DUCK DOWN . ANGLE on Coraline , non - spy , shrub by garden gate . She reaches into the shrub and breaks off a FORKED BRANCH . She removes the stick 's red leaves , aims it like a DOWSING ROD and heads into the garden . CAM PUSH IN to shrub as the SPY RISES UP , wearing a three - eyed SKELETON MASK on his head and SKELETON GLOVES on his hands . The black cat hops into frame , glances at the spy and follows the girl . MONTAGE VARIOUS EXT - SAME AFISH POND IN GARDEN - SAME Coraline explores the drained , crumbling pond . She finds an old TURTLE SHELL in the muck and holds it up . After rapping on it to make sure it 's empty , she puts the shell into her shoulder bag . ANGLE ON CAROLINE , SPY POV . WE PUSH ASIDE dead vines from the railing of the GARDEN BRIDGE for a better look . Coraline aims her forked stick once more then follows it up from the pond and out the BACK GATE . A gust of WIND blows DEAD LEAVES into a swirling eddy WE TRACK high up into the air . ROCKY PATH HIGH ABOVE HOUSE - LITTLE LATER SPY POV on sky , now dark with GATHERING STORM . Hidden behind a NATURAL WALL OF STONES , WE TILT DOWN to view Coraline crossing frame on a STEEP HILLSIDE path . She steps on an old RAILROAD TIE , and her foot SINKS into the rotted wood , stopping her . WE LEAN OUT for a better view , and DISLODGE some stones that roll down past her . WE DUCK as she jerks her head our way . NEW ANGLE , non - spy . Unnerved , Coraline calls out .She throws a rock over the wall of stones , HITS THE UNSEEN SPY , causing a CRY OF PAIN . ANIMAL ? HUMAN ? Freaked out , she GASPS , runs up the trail . NEW ANGLE , SPY POV . We rise up to watch and the black cat hops onto the stone wall .

And I DO N'T LIKE BEING STALKED, not by PSYCHO - NERDS OR THEIR CATS!

Hmmm. So can I go out? I think it's perfect weather for gardening.

But Mom, I want stuff growing when my friends come to visit. Is n't that why we moved here?

I ca n't believe it - you and Dad get paid to write about plants and you hate dirt.

One boring blue boy in a painfully boring painting. four incredibly boring windows. and no. more. doors.

Kripes a - mighty, how are my best trolls? I ca n't wait till summer. You're both comin', right?

It was incredibly real, Mom! Only you were n't really you ; you were my other mother.

You were in the dream too, Dad. You had wild - looking pajamas and orange monkey slippers.

Really. That know - it - all Wybie said it was all in Mr. B's head, I knew he was wrong.

Oh, and upstairs I saw a real mouse circus, not pretend like the crazy man's in our house.

But Mom, the whole school's gon na wear boring gray clothes. No one will have these.

They're jumping - mice, Mom! And the dreams are n't dangerous ; they're the most fun I've had since we've moved here.

Hmmm. Wybie's got a cat like you at home. Not the quiet Wybie ; the one that talks too much. You must be the Other Cat.

Um. I can see you do n't have button eyes. But if you're the same cat, how can you talk?

Oh yeah. They swooped down and pulled me right out of my seat - Spink and Forcible. Only they were n't old ladies, that was just a disguise. But then, I was flying through the air and. it was, it was magic.

If you wo n't even talk to me, I'm gon na find the Other Wybie. He'll help me.

Huh? But how can you walk away from something and still come back to it?

Well, she ca n't keep me in the dark forever ; not if she wants to win my life. Beating her is my only chance.

It used to look like this pioneer girl ; then Huck Finn junior ; then it was this Little Rascals chick with all these ribbons, and braids, and.

Not in a million years. But it would n't matter ; she ca n't escape without her eyes. None of the ghosts can.

The doll's her spy! It's how she watches you, finds out what's wrong with your life!

NO! - the Other Mother! She's got this whole world where everything's better - the food, the garden, the -.

They're not coming back, are they - Mom and Dad. Not on their own.

Then you let me go. You let everyone go - my real father and mother, the dead children, everyone you've trapped here.

Of course you do n't understand. You're just a copy she made of the real Mr. B.

I'm really sorry I threw you at her - the Other Mother? - it was all I could think of.

I - I've got ta hide this somewhere, s - somewhere she can never.

But I never give you sandwiches With grease and worms and mung beans.

Coraline races down past an OLD TRACTOR and into an ORCHARD . WIND begins to blow . NEW ANGLE as we move beside Coraline through the old apple trees , where she nearly trips on the tongue of a harvest cart . DOWN ANGLE ON on Coraline as she BACKS INTO a circle of TOADSTOOLS in front of a STUMP . BREATHING HARD , she looks out for her pursuer . NEW ANGLE . The black cat shoots past Coraline in the tall grass . She ca n't see him but she knows something is there . Already behind her now , the cat LEAPS onto the stump with a loud , warning MEROWWW ! STARTLED , Coraline YELLS and whips around . She 's both angry and relieved when she sees it 's just some cat .Cat GLARES at her with BLUE OPAL EYES , makes a low growl as she stands . She exhales .Cat BLINKS EYES slowly .The wind picks up . She grasps the forks of her stick , closes her eyes , and , tracing a figure eight above her ,ANGLE ON CORALINE FROM HIGH BLUFF . The SPY moves into frame , astride some kind of MOTOR - BIKE . He presses a button on the handlebars and BLASTS a loud AIR HORN . STARTLED , Coraline SPINS around . UP ANGLE ON SPY . As LIGHTNING FLASHES and THUNDER ROLLS , Coraline sees him for the first time . With his turret - lensed SKULL MASK and SKELETON GLOVES and black FIREMAN 'S COAT flapping in the wind , he looks like a PSYCHO KILLER !He REVS his motor , pops a wheelie , then SWOOPS DOWN the bluff towards her . She HOLLERS IN FEAR , then tries to WHACK HIM with her forked stick .He SNATCHES it from her as he passes , KNOCKING HER to the ground . He SIDE - SKIDS his bike , hops off and JUMPS UP onto the stump . Looking TEN FEET TALL from the ground , THUNDER AND LIGHTNING at a peak , the Spy turns his THREE - EYED TURRET LENS and studies her like a predatory alien . And then , the thunder and lightning just FADE OUT and this psycho - killer , three - eyed spy pulls off his mask and Coraline GASPS - he 's just a short kid in a costume . Shoulders hunched , neck bent , the Spy - real name WYBIE LOVAT - aged 12 - examines Coraline 's forked stick , aims it around .Coraline , SNATCHES it from his GLOVED HANDS .Coraline smacks Wybie .He crouches , nervous , to scratch the cat behind his ears .The cat PURRS like a diesel .Coraline reacts , hops out of the springy circle . The boy scrapes at the ground , revealing a CIRCULAR COVERING made of WOODEN PLANKS . He wedges a fallen branch under one side , and , using a rock for the fulcrum , pries up the covering .Her frown RELAXES and the black cat tilts his head , noticing her change in tone . He steps off the branch , and the well cover thumps in place .Jerks his head toward the pink house in distance .Changing the subject , he lifts a gloved hand to shake .Her face goes as DARK as the rain clouds above .A distant dinner bell clangs .He holds up his hands in surrender , nodding with eyes closed , forcing some laughs .He picks up his bike , wheels it around , then holds up his gloved hands .He points to her dowsing rod , nods .Coraline drops the stick as he zooms away and wipes her hands on her clothes . The cat merows at her , shaking his head with a pitying look , then trots away after Wybie . She STICKS OUT HER TONGUE at him . She looks down at the COVERING to the well . Coraline finds a PEBBLE and drops it through A SMALL KNOT - HOLE . Ear at the knot - hole , she counts until there 's a watery `` plop '' far below . FAT RAINDROPS start to fall around her .

Hoo! Let me guess, you're from Texas or Utah ; someplace dried out and barren, right? I heard about water - witching before but it does n't make sense ; I mean, it's just an ordinary branch.

He's not really my cat ; he's kinda feral - you know, wild? Of course, I do feed him every night and sometimes he'll come in my window ` n bring me little dead things.

See? Supposed to be so deep if you fell to the bottom and looked up, you'd see a sky full of stars in the middle of the day.

Short for Wyborne. Not my idea, of course. What'd you get saddled with?

Hmmm. It's not real scientific, but I heard an ordinary name, like Caroline -

- can lead people to have ordinary expectations about a person -

Hey Jonesy, look what I found in Gramma's trunk. Look familiar? Wybie.

Oh no ; I found it that way. It's older than Gramma - old as this house prob ` ly.

Huh? Ha ha ha. yeah. Um, so you know tha - that old doll I gave you?

Um. my Gramma's real mad, says it was her sister's - the one that. disappeared?

The cat. I - I'll just tell Gramma that you could n't find the doll - OW!

I - I'm really sorry I did n't believe you about all this. evil stuff, Coraline.

W - well, Gramma showed me this picture, after I called you crazy?

It 's POURING out . Coraline looks out a window at the DEAD - LOOKING GARDEN , and places PACKETS OF SEEDS - pumpkins , squash , snap dragons , bleeding hearts - on the sill . She 's developed a REDDISH RASH - poison oak - on one hand . The main floor kitchen , like most things in the Pink Palace , is barely maintained , and looks worn and faded . Coraline 's MOTHER , MEL JONES , 40 , bangs away at her laptop on the table , MOVING BOXES stacked nearby . She 's plain - looking and tired and wears a NECK - BRACE .Coraline scratches the rash on her hand , changes subject .Coraline turns to her .Mel stops typing , loses her patience .Mel remembers something .Coraline walks over and is handed a NEWSPAPER - WRAPPED PACKAGE . Attached note reads :She rips open the package and finds the BUTTON - EYED , BLUE - HAIRED , YELLOW RAINCOAT - WEARING DOLL from the head credits - it 's a litte Coraline !She crumples the note , both annoyed and charmed .But Coraline takes it with her and leaves the room .

Coraline, I do n't have time for you right now. And you still have unpacking to do. Lots of unpacking.

Coraline, we've been through this before : your Dad cooks, I clean, and you stay out of the way.

Coraline, you only dreamed you ate all that chicken. Take your multi - vitamin, at least.

If the real Charlie Jones wants his pages edited, he'd better wrap them up ASAP.

Coraline, why do n't you go visit downstairs? I bet those `` actresses'' would love to hear your dream.

Do n't fret, Charlie, they'll love the new catalog. At least, they'll love my chapters.

How do you feel about a mustard - ketchup - salsa wrap for lunch?

Mmm. Had to go food shopping anyway. Dad's planning something special.

Look, Coraline. if things go well today, I promise I'll make it up.

You were right, Coraline. I really hate dirt, but the tulips look nice.

CHARLIE Jones , 40 , goose - necked and gangly with thinning dark hair , HUNT - AND - PECKS at his ancient computer , surrounded by boxes of GARDENING MAGAZINES and empty coffee cups . Coraline , with doll , opens the SQUEAKY DOOR . He does n't turn .He ignores her reflection in his computer screen as he types away , green letters on black . She CLEARS HER THROAT .He hears rain outside .Coraline GROANS , stamps her feet . Charlie just taps harder on the keys . Pouting , she makes the door squeak , opening and shutting it till he ca n't take any more . He spins around .He grabs a pen and pad , holds it out .She rolls her eyes , takes paper and pen and leaves . MONTAGE , VARIOUS - SAME HALLWAY NEAR STAIRS Coraline , with doll , jumps on BUMP in carpet that moves with each jump . LAUNDRY ROOM/WINTER GARDEN She wipes off the misted glass so she and the doll can see out , then writes in her pad : 7 leaky windows . A drop of water lands on the pad , smearing the ink . She adds really between 7 and leaky windows . HALLWAY NEAR STAIRS Coraline thumps the carpet bump again and pounds up the stairs . PARENT 'S ROOM/BATHROOM A FRAMED PHOTO sits in the foreground on a beside table . It shows a younger , happier Coraline with her parents by the BEAR FOUNTAIN at the Detroit Zoo . RACK FOCUS to bedroom door as it swings into the room , with Coraline hanging on it . She drops to the ground and , doll and pad in hand , decides to check out the bathroom . When she pulls aside the mildewed shower curtain she finds a hundred skittering SILVERFISH BUGS .Disgusted , she jumps into the tub and smashes as many as she can . She turns on the faucet to wash her hands , only to get soaked with rusty water from the shower head .She shakes out her hair . HALLWAY NEAR STAIRS Coraline pounds down the stairs , spots the carpet bump again in the hallway and jumps on it . A closet door opens , a light on inside , and she goes to investigate . WATER HEATER CLOSET ANGLE OVER water heater on Coraline . She jots down one rusty water heater in her pad . As she leaves , she flicks off the light switch , not noticing a note taped beside it that says : Do not turn off !

Go out and. count all the doors and windows and write that down. List everything blue!

I think you are so nice, I give you bowls of porridge And I give you bowls of ice -

Well, it's slime or bedtime fusspot - now what's it going to be?

Pssst. Can you get me some of that magic mud you were talking about?

I'm digging in my garden right now, but leave a message and I'll get right back to you.

Coraline, I asked you to count all the windows, not put your knee through them.

Coraline reacts with guilty alarm , runs back to the closet and -

- spots the Do not turn off note . She flips the light switch back on and gets out of there .

The room is faded and cold with bare windows looking out on rain and gray . The floor is strewn with moving boxes , a few pieces of furniture , Charlie 's old Nordic Track . A few garden tools lean against one wall ; a cardboard mattress box leans against a corner wall . Coraline enters , counting windows and doors to note in her pad . She sets the doll on a low table beside an open moving box and smiles . The box is filled with her mom 's collection of SNOWGLOBES . She takes out her favorite - the BEAR FOUNTAIN AT THE DETROIT ZOO - and shakes it . She studies the globe and sighs with homesickness . She sets it carefully on the FIREPLACE MANTEL , then unwraps the rest of the snowglobes and places them beside it . Over the mantel hangs a PAINTING of a CRYING BOY IN BLUE - a scoop of ice cream melting on his shirt , his hand holding an EMPTY CONE . Coraline takes up pad and pen and adds to her list , muttering aloud .She turns to grab the doll off the table by the snow globe box . It 's gone .Scanning the room , she spots the doll LOOKING OUT FROM BEHIND THE MATTRESS BOX leaned against the corner wall . Perplexed , she walks over and kneels down to grab the doll when she notices SOMETHING ON THE WALL behind the box . She shoves the box aside , and discovers the outline of a SMALL DOOR that 's been wallpapered over .Intensely curious , she calls to the kitchen .

She walks over to Coraline , looks at the outline of the door in the ratty old wallpaper .Coraline nods her head quickly , PANTING like a dog .She heads back to the kitchen .

Mel pulls open a drawer , pushes a bunch of loose brass and nickel keys aside to find a small , sharp black key . Holds it up .

Mel cuts the wallpaper around the door and sticks the key in the lock . Coraline looks on , giddy with anticipation , the doll at her side . Mel turns the key , unlocks the door , and pulls it open to reveal . an UNBROKEN BRICK WALL . Coraline is totally disappointed .Coraline scratches her wrist rash with annoyance .Mel gets up to leave .Mel leaving room , turns back , and loses it .She exits . Coraline makes annoyed sound .Coraline pushes the little door shut , her head lowered .

WIDE ANGLE ON HOUSE . Pouring rain . We hear Charlie singing a song about Coraline , badly .

CHARLIE , using OVEN MITT to protect his hand , takes a BURNED - UP CASSEROLE DISH from the oven while mom closes up her LAPTOP . Coraline sits at the table with her doll .CHARLIE sets the dish on the table .Coraline pushes it away , disgusted .Coraline HUFFS .Coraline looks to her doll , cradles its head .She makes the doll 's head nod `` yes . '' Coraline rolls her eyes , looks up to the heavens and -

- falls back , washed and dressed for bed , on her pillow . Still raining out . Coraline puts the doll on the chair beside her , then scratches at her wrist . ORIGAMI DRAGONFLIES are strung between the tall , thin bed posts ; the TURTLE SHELL she found in the garden sits up on a box , her NIGHT LAMP that projects stars and moons is warming up on the bedside table . Despite her efforts at decorating , Coraline 's new bedroom feels small and cold , cracked and faded . Coraline reaches for a framed PHOTO that rests on a toy PRAYING MANTIS by her night lamp . It 's her TWO BEST FRIENDS from home , posing in the snow by her old school 's marquee , its letters rearranged to spell `` CORALINE , GOOD BYE ! '' She touches her friends ' faces with her fingertips .She puts back the photo , hits the light switch over her bed and , looking over at the doll , sighs .Her breathing slows and , with the doll WATCHING HER , she starts to fall asleep .

- SURREAL MIST SWIRLS out her window . MOONS AND STARS SLOWLY MOVE across the walls . SOMETHING in the room goes t - t - t - t - t - t. Coraline sits up , awake . SOMETHING CHITTERS under her bed . She leans over her bedside , head first , peering underneath when a ghost - pale KANGAROO MOUSE JUMPS OUT and bounds out the door .

She gives chase , down the upper hall , down the stairs , snaps on the lower hall light , sees it hop into the living room .

Coraline enters . The mouse edges out from beneath the sofa , then hops frantically toward the SMALL DOOR behind the wallpaper ! Coraline runs and dives , but the door is open a crack , and the mouse escapes . Coraline grabs the door 's edge and pulls it open . Instead of a brick wall , there is a DARK , EXPANDING TUNNEL , with the hopping mouse heading towards a bluish light at the far end .She catches her breath , pulls the door wider and CRAWLS THROUGH .

Coraline steps out through the same little door , into what looks like the EXACT SAME LIVING ROOM she just left , only something is different - it feels deeper , more dimensional .She looks around , notices the painting over the fireplace : the crying blue boy is now SMILING , his shirt clean and his ice cream back on his cone . From across the hall , warm light comes from the kitchen and the smell of delicious food wafts towards her nose .

Coraline enters to see her mother cooking at the stove , wearing an apron and ROOSTER - HEAD OVEN MITTS . The light and colors are much warmer and the details more perfect in this kitchen . Other Mother is facing away from Coraline as she works .Her mother turns from the stove to greet her and Coraline is DUMBSTRUCK : she 's got BUTTONS FOR EYES ! She beams with happiness at Coraline 's arrival .Coraline points to her own eye .She taps one with her nail .She opens the oven door and the intoxicating perfume of great cooking fills the air . Coraline breathes it in , suddenly VERY HUNGRY .

I'm your Other Mother, silly. Now go tell your Other Father that supper's ready.

Uh huh, and soon as you're through eating, I thought we'd play a game.

Coraline, Mr. Bobinsky has invited you to come see the Jumping Mice perform after dinner.

Your father and I will clean up while you and your friend head upstairs.

Dearest Coraline, Miss Spink and Miss Forcible have invited you downstairs after lunch. I hope you like the new outfit I made you! Love, Mother.

Black is traditional, but if you'd prefer pink or vermillion or chartreuse.

There now ; it's your decision, darling. We only want what's best for you.

She sees the back of a man like her father , only with more hair . Instead of tapping away at his computer , though , he 's picking notes on a BABY GRAND PIANO .He turns around . He , too , has SHINY BUTTON EYES . He seems happier and a little more handsome than real Dad , and wears an IRIDESCENT ROBE over POLKA DOT PAJAMAS , with ORANGE MONKEY SLIPPERS on his feet . He smiles broadly .DR. SEUSS GLOVES - connected with rods and pulleys - POP OUT of the piano 's front and ONTO HIS HANDS . His hands RAISE UP - then DROP DOWN to play pounding STRIDE PIANO as Other Father SINGS out .Coraline is amazed as his hands fly .Anxious , she taps his shoulder to stop him .He sticks his hand up , still in a glove , and his other gloved hand slaps his face . She LAUGHS , then covers her mouth .

Making up a song about Coraline. She's a peach, she's a doll, she's a pal of mine. She's as cute as a button in the eyes of everyone who ever laid their eyes on Cor - a - line.

When she comes around exploring Mom and I will never ever make it boring our eyes will be on Coraline.

We give our thanks and ask to bless, Our Mother's golden chicken breast!

Mother said you'd like it! Boy she knows you like the back of her hand.

Sure. we'll sing and play games, and Mother will cook your favorite meals.

All will be swell, soon as Mother's refreshed. Her strength is our strength.

Other Mother sets down a HUGE , ROASTED CHICKEN near Coraline on a table spread with CANDLES , fine CHINA and SILVER and a PINEAPPLE CENTERPIECE . FIGURE EIGHT MODEL TRAIN TRACKS circle twin LAZY SUSANS covered in dishes of POTATOES , SWEET PEAS , ROLLS , and CORN . The Other Father seals this Norman Rockwell moment by making PRAYER HANDS and a solemn face .He laughs with glee then a STARTING BELL rings and it 's time to eat . Other Father really digs in while Coraline tries some chicken .Other Mother GIGGLES as a MODEL TRAIN circles round the track , pulling a GRAVY BOAT CAR and blowing its whistle . The train goes in one side of the centerpiece and comes out the other , slowing till the gravy boat lines up with Coraline 's plate , where it POURS GRAVY on her potatoes .Other Mother looks on approvingly , not touching any food herself .A beautiful CHANDELIER DRINK DISPENSER descends .The dispenser SPINS , stops and fills her glass while Other Mother presents dessert : a cake with candles that POP UP and LIGHT THEMSELVES while the words `` WELCOME HOME ! '' write themselves in icing . Coraline is taken aback .Her Other Parents squeeze each other 's hands warmly .Coraline remains a little unsure .She smiles at Coraline , her button eyes gleaming .She taps her fingers a little too excitedly on the table .THUNDER , LIGHTNING , then RAIN appears outside the window .Other Mother rises , walks towards Coraline .The takes Coraline 's rashy hand , but Coraline pulls it away .Coraline adjusts her tone .Other Father steps in beside her .They lead her from the table towards the stairs to her bedroom .

In this world , Coraline 's bedroom is a dream come true : it is filled with rich color and light ; there 's a fire in the fireplace , a sheer , lacy canopy over her now beautiful bed . And her favorite toys are alive !Her ORIGAMI DRAGONFLIES FLUTTER towards her .Her BLUE SQUID greets her with a WAVE of its tentacle .The TURTLE SHELL she 'd found CIRCLES HER FEET on clothes pin legs , making PANTING SOUNDS . She laughs , then hears two voices from beside her bed .She jumps onto the bed , grabs the photo of her best friends from home , now ALIVE IN THE PHOTO .Coraline grins hugely , then , exhausted , she yawns , stretching out her arms . The Other Mother , in the bedside chair , takes her hand and applies some SOOTHING BLACK MUD to Coraline 's poison oak rash .The Other Mother gently tucks her in then she and the Other Father smile at Coraline as she drifts off to sleep .PULL BACK MATCH

Coraline awakens . She looks around expecting bright colors , a magic dragonfly . But it 's just her NORMAL ROOM : moving boxes ; cracks in the ceiling - nothing 's changed . She notices the BUTTON - EYED DOLL on the chair where she left it , where the Other Mother was sitting . She picks it up , absentmindedly goes to scratch her wrist . She stops , noticing that the rash on her wrist IS GONE .

Coraline goes to the little door , still ajar . She peeks behind and finds the WALL OF SOLID BRICKS . Yes , it was only a dream .She shakes her head and pushes the door shut . The kettle blows from the kitchen . KITCHEN - DAY , GROUND FOG OUT WINDOWS Breakfast . Mel and Charlie finish their `` Go Lean Breakfast Twigs '' and mugs of instant coffee . Preoccupied with their work , they half - listen as Coraline recounts her dream , her breakfast untouched . FOG lies outside the windows .He stands , put his dishes in the sink . Whispers over hisShe points to her rash - free wrists . He nods .Mel CLEARS HER THROAT , interrupting .He crisply salutes her , turns on his heel , and marches out the door . Mel gets up to clear the table with Coraline .Coraline sighs , gets up to go .

It 's drizzling and a WHITE FOG has lowered over the house and grounds . Coraline - yellow rain poncho , garden SHEARS in hand - opens the front door . Stepping out onto the porch , she TRIPS on a big bundle of mail . Annoyed , she picks it up , starts leafing through the envelopes .Smells something bad , sniffs the envelopes .She goes down the front steps and finds a sign that reads `` Bobinsky there '' with an arrow that points up long , winding outside stairs . With an `` oh well '' shrug , she goes up .

At the top , she knocks on the door , a little anxious .She knocks again .The door swings open . Curious , Coraline peeks inside : it 's dark and cramped with something boiling on the stove and a caged chicken .Suddenly a HUGE BLUE MAN swings down behind her andShe whips around to find MR. Bobinsky - upside down , reaching right at her face ! She ducks and he reaches past her to his actual target - his door knob - and pulls it shut . The Russian giant , dressed in a sleeveless T - shirt and shorts , pulls a RAW BEET from his pants . He 's not happy .She holds out his mail . Bobinsky takes it , smelling the stinky envelopes deeply . Nods approvingly .He swings down like a spider monkey and stands beside her on the balcony . Coraline backs away .He smells his mail again , makes pleased sound , then seems to fall off the side of the third story porch ! Coraline rushes over , looks down . He cartwheels in from the porch railing behind her .He opens his door , crouches low and turns . He hands her a beet .He scuttles inside and slams the door shut . Coraline mutters .Looking at the beet , she makes a disgusted sound and tosses it away , then heads down the stairs .

When she gets to the bottom , she starts towards the back , gardening shears out .She looks up .Bobinsky LEAPS all the way to the ground , landing beside her , out of breath .Mr. B nods gravely . He leans down , so close his moustache touches her ear , and whispers , his voice DEAD - SERIOUS .Coraline is startled .The old man shrugs , straightens .He points to his head and rotates his finger .He starts back up the stairs .Coraline stares after him .

SHEARS IN HAND , Coraline approaches the family VW , where one PINK SUITCASE remains tied to the roof . She snips it free and takes out her special HAT , a black Japanese schoolboy 's cap .

Coraline climbs down the steps to the basement flat . At the door , she tries the comedy/tragedy door knocker and waits . Nothing . She glances down at the doormat - it reads `` No whistling in the house . '' She peers through the door glass . A YAPPING DOG suddenly LEAPS UP inside , startling her , and a moment after , MISS SPINK - wearing some sort of house robe - opens the door and three SCOTTIE DOGS - HAMISH , JOCK , AND ANGUS - shoot out and surround Coraline . Spink tries to quiet them down .

How nice to see you, Caroline. Would you like to come in? We're playing cards.

It's the new neighbor, Miriam - Caroline? She'll be having the Oolong tea.

Our sweet, departed angels. Could n't bear to part with them. so we had them stuffed. Now, there's Hamish the third, the fourth, the eighth, the ninth. Angus the second, the fifth, the.

seventh, the third, the ninth, yes, the fourthI'm right ; and Jock Junior, Jock senior, Jock the third, the fourth.

Oh, your tea leaves, dear. They'll tell me your future. Drink up then, go on.

No, not all of it, not all of it. That's right, now hand it over.

And be very, very careful. Now, was there something you came to tell us?

Just looking ahead dear. Angus has n't been feeling very well of late.

We've lost our ride, Miriam. Caroline says her parents have vanished, quite completely.

Oh, oh yes. your missing parents. We know just what you need. Miriam, get. that's right.

Miss Spink leads Coraline into the living area , as MISS FORCIBLE , taller and sporting a platinum wig and a very large bosom , prepares tea in the kitchen to the side . The dogs race ahead and jump onto the sofa . Coraline scans the walls to see framed POSTERS from the `` Shakespeare '' the ladies used to perform like King Leer and Julius Seize Her . Miss Forcible peers out her , half - blind without her glasses .Forcible grabs a handful of tea , puts it in the pot and pours boiling water in .The dogs leap off the sofa and , as Coraline takes their place , she looks to the side and sees a towering bookcase filled with STUFFED SCOTTY DOGS IN KNITTED SWEATERS WITH ANGEL WINGS .Miss Forcible arrives with a tea tray and urges Coraline to take a candy as Spink goes on and on .Coraline reaches for a pink and green one . But the taffy is so old and sticky , her fingers get stuck . Then her other hand gets stuck , trying to get the first hand out .Coraline , using her feet , finally un - sticks the candy bowl which FLIES UP and sticks to the ceiling .She turns to Coraline , about to sip her tea . Spink indicates cup .Coraline gulps down the bitter brew .Coraline passes her the cup . Spink puts a saucer on top and swirls it three times , removes the saucer and peers in at the abstract leaf pattern . She purses her lips .Miss Forcible snorts .Spink passes the cup to Forcible , who adjusts thick glasses and peers closely into it .Spink forcibly rotates the cup .Coraline wants more information .The ladies , heads side by side , gaze into the cup . We see a SPIKY CLAW formed from the leaves .Forcible rotates the cup back again . Upside down , the claw hand looks like a GIRAFFE .The stuck candy dish suddenly CRASHES to the floor .Coraline asks in a practical voice :Coraline thinks it over , then shakes her head .She gets up and leaves , the dogs immediately return to their sofa .The ladies resume their card game with Miss Spink turning to the dogs .

Oh go on, have one - it's hand - pulled taffy from Brighton - best in the world.

Oh, now, ummm. not to worry, child, it's good news : there's a tall, handsome beast in your future.

Coraline climbs the stairs up to ground level , intrigued by her fortune .Behind her , a PERISCOPE RISES from the WAIST - DEEP FOG . Coraline just catches it in her peripheral view . She frowns but does n't let on she 's aware of it . She walks ahead nonchalantly , the periscope following her , then suddenly turns and GRABS it , PULLING UP WYBIE , then PUNCHES him in the arm .Wybie takes some SALAD TONGS from a tool belt , snaps them .There 's a soft meowing from under his coat . He opens it up and the BLACK CAT EMERGES and climbs onto his shoulders .Cat glares at her angrily .Tired of her company , the cat jumps off Wybie , onto a tree and up onto the roof of the house . Coraline softens .Wybie , scanning under the ground fog for slugs , sticks his head up for a moment .Coraline is highly skeptical . Wybie returns to his hunt .Wybie stands excitedly and presents a HUGE YELLOW - GREEN SLUG to Coraline .She 's not impressed .He looks from the slug to himself .Wybie nods , not listening again , takes his camera -- hands it to her . She acts put - out , but frames a shot . He signals he 's ready and she fires off one auto - flash shot after another as he strikes silly poses making SOUND EFFECTS : horrified of the slug one moment ; ready to eat it the next ; pretending it 's something from his nose in another . She ca n't help but GIGGLE .Finished , Wybie tosses the slug back into the fog , and takes the camera back . He lowers his head , thoughtful , then glances up past Coraline at the house . He SIGHS and speaks in a SAD TONE .ANGLE from roof , over CAT 'S SHOULDER as dialog continues . Cat senses something and turns - it 's Coraline 's DOLL AT THE WINDOW , looking like it 's spying on things .BACK TO KIDS . Wybie , astride his electric bike now , WHISTLES and the black cat jumps down from the roof , onto his shoulders .We hear Wybie 's agitated grandmother call out .Wybie turns away : he 's said too much .He starts to pull away .And he 's gone . PUSH IN on her pensive face .

CU ON DOLL FACE , back in the chair by the bed . Coraline takes some yellow cheese from her pocket and puts it by the door : mice bait . She lies down and her breathing slows , the doll watching her with a nearly IMPERCEPTIBLE SMILE on its face .

Coraline sleeping , lighting suggests another dream . SOME THINGS go t - t - t - t - t - t. Coraline sits up , looks to her door , and spots a COUPLE OF KANGAROO MICE stealing the last bit of cheese .

She gives chase after the mice , hopping down the stairs with the cheese .

Coraline follows the kangaroo mice directly to the little door , opened a crack , where they disappear . She pulls it open . Bricks are gone ; tunnel revealed . She does n't hesitate this time to crawl through the door .

Coraline enters Other Kitchen to find Other Mother preparing a delicious breakfast . She looks PRETTIER tonight ; her black hair shining , lips REDDER . She stops HUMMING A LULLABY to greet Coraline .She is grating YELLOW CHEESE into scrambled eggs .Beams at Coraline .Other Mother SHUSHES her and pops a strawberry in her mouth .Coraline shrugs okay , starts for the door .

Looking out , she sees the broken - down garden from the real world , still grey and lifeless in the dim light .

Coraline opens the gate to the garden . A large CRESCENT MOON RISES , and THINGS START TO GROW . Two dead shrubs start to RISE , then BLOSSOM , then the blossoms themselves are LIT UP by some GOLD AND AMBER HUMMINGBIRDS . The hummingbirds circle around Coraline , light her DRAGONFLY BARRETTE , then continue on , LIGHTING UP PITCHER PLANTS that have grown up in a nearby flower bed . A beautiful FROG POKES OUT of one blossom . The birds lead Coraline up steps past a stone wall where BLEEDING HEART GROW , AND GLOW , AND BEAT . She spots the Other Father , riding a PRAYING MANTIS TRACTOR on the hillside , planting SEEDS that instantly grow into FLOWERING PLANTS .He waves back , calling :A gang of SNAP DRAGONS goes at her , TICKLING Coraline till she falls down . Her squeals of delight grow into HYSTERICAL LAUGHTER .The Other Father hears this and looks over .He guns the tractor full - speed over a little bridge , grabbing a GOURD TRUMPET from a vine and blowing it . JACK - O - LANTERNS surface in the pond below and spout STREAMS OF WATER . Arriving beside Coraline , he waggles his finger at the naughty snapdragons .Then he deftly cuts a bouquet of them and presents it to Coraline . She nods thanks .She does . The Other Father grabs the GEARSHIFT KNOB , pulls it , and the mechanical mantis SPROUTS WINGS . They RISE in the air . Looking down , she sees that the garden is a PORTRAIT OF CORALINE .He pulls a lever and they ZOOM out of frame .

Coraline does n't hold back this time . She stacks sausages on eggs on top of waffles , rolls it up and stuffs it in her mouth . The Other Mother FEEDS BITS OF SAUSAGE to the HUNGRY SNAPDRAGONS bouquet now in a vase .Coraline hurries to shovel in the rest of her meal , while her Other Parents smile at one another .There 's a KNOCK at the door . Other Mother opens it to reveal the OTHER WYBIE . He 's cleaner , with better posture , and cute button eyes .The boy nods , button eyes shining .He just makes a shy smile , does n't answer . She 's confused .She looks Other Wybie over appreciatively .Coraline heads out the door with the mute boy .

The Other House - lit by amber spotlights looks MAGICAL with ornate GINGERBREAD TRIM ; glowing TOPIARY in the yard . The kids come out the front door .Other Wybie nods in agreement . Coraline and he start up the stairs to Bobinsky 's .She points to her mouth . There 's an awkward moment and then he points past her , excitedly : a SMALL BLIMP is flying towards Bobinsky 's door . They run up the stairs and watch it slip through an opening above his door . Coraline knocks and the door suddenly SPINS , THROWING THEM INSIDE .

They somersault to a stop and sit up . Down two rows of SMALL CANNONS that face each , an amazing MINIATURE CIRCUS has been set up , with a FERRIS WHEEL beside it .Coraline goes right to the Ferris wheel where a MECHANICAL CHICKEN eats dried corn on the cob , fires up its belly , then POOPS OUT POPCORN into paper bags . Other Wybie stomps a firing button and COTTON CANDY shoots out of a cannon . He catches the cone , then starts firing off all the cannons . Coraline looks back to find him covered in the cotton candy .Spotlights come on in the big top , the entrance opens , and a big voice is heard over loudspeakers .They race to the entrance , stoop down to crawl inside .

Lady and gentleman! For to tickle your eyes and ears and making hearts to thump, I - Sergei Alexander Bobinsky - am introducing.

my as - tound - ishing, stu - pen - dulous and AH - MAZING Jumping Mouse Circus!

You are very velcome anytime you like, you and also your good friend there.

If you stay here, you can have vhatever you vant, vsig - DA - alvays.

They sit between miniature grandstands and watch as the little BLIMP , bathed in spotlights , enters through a flap . It circles around , rising to the top of the tent , then NOSE - DIVES towards the ground ! It CRASHES in the center of the circus ring , and OPENS LIKE A FLOWER from which 50 JUMPING MICE spring up like Chinese acrobats to spell out C O R A L I N E.The jumping mice leap to the ground in formation , BRANDISH TINY INSTRUMENTS , and DRUMMERS START POUNDING . The DRUM MAJOR MOUSE parachutes down and whips out a BATON . On his signal , the group launch into a WILD RUSSIAN CIRCUS MARCH . Coraline , grinning , turns to the Other Wybie .The boy smiles and nods to the beat of the bass drums as the hopping band marches in and out of ever changing formations - PINWHEELS , X 's , CIRCLES WITHIN CIRCLES . They hoppers begin to SPIRAL to the center of the circus ring when the floor RISES UP from its center to form a six - foot Tower of Babel , the mice HOPPING TO THE TOP . The DRUM MAJOR balances on the tippy - top on a COLORFUL CIRCUS BALL .He RUNS the ball DOWN AND AROUND the spiral as the MICE HOP OFF , and when he hits the ground , the TOWER DROPS AWAY to reveal the OTHER MISTER BOBINSKY ! He CRACKS A WHIP . Coraline and Other Wybie STAND and CLAP . Other Bobinsky - in a RINGMASTER 'S OUTFIT with a full length cape - bows graciously , doffing his tall black hat . His moustache is waxed , his eyes black buttons .On cue , the entire jumping mice band DISAPPEARS INTO OTHER MR. B 'S SLEEVES while the drum major SWINGS UP from the man 's moustache and onto his head , where he 's quickly hidden by the tall black hat .She happily turns to Other Wybie , beaming with joy .Bobinsky takes her hand to kiss it .

Other Mother kisses SLEEPING CORALINE 'S forehead , sits back in the bedside chair . Other Father , close by , pulls a cotton candy cone off Other Wybie and munches it . Coraline 's Other Parents smile warmly , knowing something secret that makes them glad . PULL BACK MATCH

EARLY MORNING . Coraline once again wakes in own bed in the real world , the little doll - left on the chair - now clutched against her chest .Her gaze moves from the doll to where she left the cheese by the door . It 's GONE . This is much too confusing .

Coraline tries the small door in the corner wall . It 's locked . What the heck ?

- SQUEALING brakes , as the Jones ' JEEP pulls up in front of `` Northwest Garden '' headquarters . TOWNSFOLK in SHAKESPEAREAN COSTUMES stand about , advertising a local festival . Coraline is sharing her latest dream :ON FAMILY : Coraline continues from back seat as her father and mother review their work pages .Her parents , preoccupied , ignore her .Gives her an `` are n't you funny '' look , opens door . Mel looks back at Coraline .She makes the hand - thumb bottle sign . Charlie leans in to Coraline , pinches her nose .Coraline cuts him off , embarrassed .Dad sighs , heads up the steps to his appointment as Mel and Coraline drive off .

PRESIDENT 'S DAY SALE . Mel piles gray blouses , a navy skirt , white socks onto the arms of a CLERK . Sitting alone on some stairs , Coraline sees a pair of fancy GREEN AND ORANGE GLOVES . As she tries them on , a YOUNG RASCAL in costume with sword BOUNCES PAST her down the stairs on a WHEELED STEP STOOL - his FATHER in pursuit .There 's an off screen crash , then the step stool rolls back to Coraline . She gets an idea . Mel is checking out school blouses , when Coraline rolls past , first one direction , then the other , modeling the colorful gloves . Without looking up , her mom tells her :Coraline mutters :Coraline scowls and stomps away to return the gloves .

Coraline and Mel are driving home , shopping bags in back .They pull into their DRIVEWAY .

Mel pulls out salsa , mustard , catsup , stale tortillas from the fridge .Coraline , carrying in the bags from outside , makes a face .Coraline squinches up her nose .Coraline plops down in a chair .Mel reaches out and musses Coraline 's hair . The girl pulls away .Mom rolls her eyes , shaking her head , and opens the door to leave .Shuts the door .She leaves .

Coraline pulls open the key drawer , looking for the small black key . Not there . She looks around , then spots it hanging on a hook above a door . She stands on a chair and snags it .

Coraline stoops in front of the small door and pushes the key into the keyhole and unlocks the door . She listens for her mother 's car . Nothing . Grasping the key between thumb and forefinger , she closes her eyes , she pulls the door open . ANGLE ON CORALINE : A SOFT BREEZE MOVES her hair . She knows before her eyes open that the BRICKS ARE GONE .She opens her eyes , smiles , and CRAWLS FORWARD . ANGLE ON CORALINE THROUGH WINDOW . CAMERA PULLS BACK and we FIND the BLACK CAT , perched on the wet window sill , OBSERVING Coraline as she disappears into the tunnel . With a look of concern , he exits frame .

Lunch is ready and waiting for her : foot - long hotdogs with relish ; grilled cheese sandwiches with gherkins ; curly - fries ; piles of coleslaw and potato salad ; five flavors of soda - pop . There 's a NOTE attached to a GIFT -Coraline tears open the box and finds a pair of beautiful BLUE BOOTS , BLACK CORDUROY TROUSERS , and a METALLIC GREY SWEATER WITH TWINKLING STARS . She holds up the sweater to her body , smiles , then puts down the clothes and digs into lunch .

Coraline , dressed in her FANCY NEW CLOTHES , steps onto the FRONT PORCH and BURPS . It 's always nighttime in this world . A CAT MEEEROWS . Coraline looks up to see a BLACK CAT on the porch roof above her . Coraline raises her brows , studies the animal a moment .The cat LEAPS down and lands on the railing by the basement stairs . He shakes his head and SPEAKS !He tips his head to one side , opal blue eyes glinting . Coraline is surprised .The cat shrugs from the tip of his tail to his whiskers .He leaps smoothly from the railing and onto a large , FALLEN TREE .Climbs up the tree 's upended roots , head held high and proud .Coraline forces herself to be polite .He DISAPPEARS behind one a thick root that sticks up , then REAPPEARS from a large knot hole beside Coraline , startling her .He pokes his HEAD DOWN into the knot hole , then POPS IT UP out of ANOTHER KNOT - HOLE , ten feet away .Cat climbs the tree 's branches onto the roof .The cat looks at her , pitying her lack of intelligence .Suddenly , the cat drops into a crouch and freezes , sensing something .He SCRAMBLES across the roof and disappears around the corner . Coraline shrugs , skeptical , and heads down to Spink and Forcible 's , their door now circled with CHASER LIGHTS .

Well, you're clearly the expert on these things. After all, I'm just a big fat wuss puss.

. hates cats and tries to keep me out. But she ca n't, of course.

You probably think this world is a dream come true. But you're wrong. The Other Wybie told me so.

Perhaps not to you. We cats, however, have far superior senses than humans and can see and smell, and -

Nothing out here. it's the empty part of this world. She only made what she knew would impress you.

She wants something to love, I think. Something that is n't her. Or maybe she'd just love something to eat.

I do n't like rats at the best of times, but this one was sounding an alarm.

Challenge her then. She may not play fair but she wo n't refuse. She's got a thing for games.

I think I mentioned that I do n't like rats at the best of times.

She pushes past elegant VELVET CURTAINS to discover an enormous , darkened THEATER with dim rows of seats and a high WOODEN STAGE . A FLASHLIGHT comes towards her , carried by a black SCOTTIE DOG with button eyes . He looks up at her , sniffs , then leads her down the aisle past rows and rows of BUTTON - EYED SCOTTIES , to a front seat by the Other Wybie . She squeezes his arm hello , he looks back warmly .Light flash , the audience quiets , then the curtains open on a SEASIDE SETTING with ROTATING WAVES . OTHER MISS SPINK rises up on stage left , in a MERMAID SUIT , large WIG , BUTTON EYES , and UKULELE .And Miss Spink sings .A flat cut - out ship manned by cut - out men rows in behind her .She bows her head and the audience of dogs THUMP their tails . Spink is LOWERED through the stage floor , the SCENERY CHANGES , and on the right , a huge SCALLOP SHELL RISES up with the OTHER MISS FORCIBLE , clad in the bare minimum - her homage to Botticelli 's BIRTH OF VENUS . She 's facing the wrong way .A dog HOWLS , alerting the near - blind lady , who turns to the audience and begins the next verse .The dogs thump and woof , Wybie and Coraline clap . Spink , furious at the greater reaction , gets back in the competition . Rising up , she makes it clear just who she 's dissing .But Forcible is up to the challenge - the scenery starts to change faster and faster as the ladies rise up and down , competing .The set rigging ca n't take it anymore - ropes snap , sandbags swing , scenery starts to fall .With a crash , the old ladies TUMBLE DOWN IN A PILE . Coraline winces . The audience HOWLS with laughter as the curtains close on the disaster . DRUM ROLL . A SCOTTIE DOG pushes a large BUCKET OF WATER , labeled `` POOL '' , onto center stage . Spotlights tilt up to the top of very tall diving platforms WHERE THE OLD LADIES NOW STAND . Coraline ca n't stand it .They begin to bounce on the diving boards . As they bounce up , the two troupers unzip FAT SUIT DISGUISES from which emerge their YOUNGER BEAUTIFUL SELVES which LEAP to catch matching TRAPEZE BARS that swing into place . Coraline LAUGHS with relief and amazement , Other Wybie pleased . Dogs WOOF , MUSIC BEGINS and the TWO BEAUTIES - eyes BRIGHT BUTTONS , SEXY BATHING SUITS striped pink and green - SWING OUT over the stage .They FLY past each other on their trapezes , double up , catch one another hand to ankle . We notice a LARGE PEARL RING on Forcible 's finger .In a SUDDEN change of direction , they SWING OUT over the audience , trapeze bar LOWERING and PULL CORALINE INTO THE AIR ! She HOLLERS , terrified . They expertly TOSS HER one to the other , FLIPPING AND SPINNING , as they continue their lines . Her SCREAMS become CRIES OF EXHILARATION .Coraline swings face - to - face to the dogs in the royal box seats where one licks her .The acrobats TOSS CORALINE UP into the air and JACK - KNIFE DIVE into the large bucket below . They rise up , unhurt , just in time to catch Coraline . The THREE BOW to THUNDEROUS THUMPING APPLAUSE and , as the camera pulls back on the scene , Other Wybie throws her a rose !

I'm known as the siren of all seven seas The breaker of hearts by the bay.

So, if you go swimmin' With bow - legged women, I might steal your weak heart away.

A big - bottomed sea witch may bob through the waves, And hope to lead sailors astray, But a true ocean goddess, Must fill out her bodice.

Beware of old oysters, too large in the chest, Let's banish them from the buffet.

How infinite in faculty! In form and moving how express and admirable!

Other Wybie escorts Coraline up the stone stairs from Spink and Forcible 's apartment . The Other Mother and Other Father , a huge , full moon rising behind them , wait at the top of the stairs .Other Mother 's hair looks absolutely beautiful and Other Father dapper . Coraline shakes with excitement as they walk toward the front porch . Other Wybie holds back , loses his smile .They walk up the front steps .Other Father takes Coraline inside . Wybie , at the bottom of the steps , looks GUILTY AND SAD . Other Mother glares at him , makes a huge , false smile then points to him . He just lowers his head .

Coraline is seated in her place . The Other Mother places a SMALL BOX with a bow in front of her , and takes her seat along with Other Father . Coraline excitedly removes the lid .The `` surprise '' is a spool of BLACK THREAD , a SILVER NEEDLE , and a pair of SHINY BLACK BUTTONS - FOR CORALINE 'S EYES . Coraline GASPS . She looks up at her Other Parents , hoping it 's a bad joke .Coraline sees their button eyes changing colors , growing ever more panicked .She bats the box away , and her hands FLY to her face , COVER her eyes .Other Father tests the needle on his finger .Other Mother KICKS him under the table . Embarrassed , he puts the needle back in the box .She walks over and puts her hand , now ICY COLD , on Coraline 's shoulder . Coraline PUSHES it away and STANDS UP .Coraline fights to control her quaking voice .Other Mother stands , masking disappointment .Coraline backs away , urging them to stay where they are .She turns to leave and finds the Other Mother BLOCKING THE DOORWAY . Other Father joins her .She lets go . She and the Other Father herd Coraline across the hallway to the stairs .

Coraline carefully climbs the stairs , the Other Parents watching . When they can no longer see her , she RACES up the last steps and DASHES to her Other Bedroom .

Coraline shuts the door and is quickly surrounded by fluttering DRAGONFLIES .She jumps up and CATCHES the paper creatures , opens the TOY CHEST and tosses them in . The PLUSH BLUE SQUID greets her from the shelf , followed by the TOY TANK GIRAFFE .She GRABS them both and drops them in the toy chest . Her PHOTO FRIENDS - NOW WITH BLACK BUTTONS FOR EYES - call out from the photo by her bed .Coraline grabs them as well , drops them in the chest , and SHUTS the lid . She barricades the door with a DRESSER and CHAIRS and then the TOY CHEST .She sits on the bed , pulls off the blue boots then CLIMBS UNDER THE COVERS , pulling them over her head and holding tight . She HUGS herself to stop shaking , knowing she must fall asleep in this bed to wake up in her real bed at home . She closes her eyes and tells herself :She tosses one way , then another . WE HEAR her voiceThere are strange , backwards sounds , then the eerie voices of Other Mother and Other Father .Coraline fidgets and turns and turns again but sleep finally wraps her and takes her to oblivion . MATCH PULLBACK

We see Coraline 's room , BRIGHTLY LIT LIKE MORNING IN THE REAL WORLD . ANGLE ON Coraline 's face beneath the covers , as she 's WOKEN by the light . With a hopeful look , she calls out , pulls back the covers :Her smile turns to shock - there 's a BRIGHT , FULL MOON in her window and it 's STILL NIGHTTIME IN THE OTHER WORLD .

Coraline races downstairs to the Other Living Room where the little door home must be ! But the living room is LOCKED TIGHT . She pulls at the handles , plants a foot and tries with all her might ! It 's no use . She stops , panting , then hears a piano note being hit over and over .

Coraline opens the door and finds the Other Father sitting at the piano , his back to her , hitting the note . She speaks in her bravest voice .The Other Father turns around . He looks ill ; his hair messed and his glasses askew . He speaks , his voice slowed - down .The WHITE - GLOVED HANDS POP OUT from the piano . One COVERS HIS MOUTH , the other WAGS A FINGER in his face .She turns to go .He PULLS DOWN the corners of his mouth impossibly far .The PIANO HANDS pop out again , aggressively SHUT HIS MOUTH and SPIN HIM away from Coraline . Frightened , she runs to the door that leads outside , and pulls it open .

She runs out the back porch , towards the Other Garden . OTHER STEEP HILLSIDE TRAIL She crosses the trail , the Other House in the distance . ENTRANCE TO OTHER ORCHARD She runs down the path . OTHER ORCHARD Coraline runs past trees that are LUSH WITH GREEN LEAVES AND RIPE RED FRUIT . She 's panting hard , and has to slow to a fast walk . The further she goes , the LESS TREE - LIKE the fruit trees become . She hears the CAT MEROWWW . Surprised , she looks down .The cat trots along by her feet . She blinks .The sky starts to BRIGHTEN and the apple trees become WIRE - THIN SHAPES OF TREES .The remnants of the trees and the sky and the ground give way to a PALE , EMPTY NOTHINGNESS . No ground or shadows .They walk over the horizon .OTHER HOUSE REAPPEARS A SHAPE RISES in front of them in the whiteness and becomes the beautiful OTHER HOUSE . Coraline and the cat slow , then the front yard and topiary , the sky , hills , white gravel drive and the poplar trees behind them FILL IN .The cat curls its tail into a question mark , and tips its head to one side .Coraline shivers . The cat suddenly TENSES , focuses on a shrub .He bounds towards the shrub and chases out a CUTE KANGAROO MOUSE in uniform with a TINY TRUMPET . Before Coraline can blink , he 's PINNED IT DOWN .With a SWIFT BLOW of its paw , the cat KNOCKS the mouse into the air , and catches it in his mouth . He gives a QUICK , KILLING BITE - CORALINE GASPS - and the mouse TRANSFORMS into a BIG DEAD RAT . Coraline is stunned . He drops the rat on the ground .The cat picks the rat up and heads off . Slack - jawed , Coraline speaks with admiration .Coraline looks to the house with a determined look . On the porch , she takes out a HEAVY CANE from the UMBRELLA STAND and hits it into her hand .

Coraline , standing in front of the living room doors , TESTS the cane in her hands , and peers down the hall for danger . It 's dead quiet - no piano , no sounds of anything . She JAMS the cane through the doors ' handles , and PULLS with all her might . One HANDLE AND LOCK BREAK and the door swings open into the pitch black living room . The hall light casts a narrow path directly to the Other Little Door on the far wall , cracked open . She steps into the room .

A huge ARMOIRE BUG suddenly crab - steps in her path , blocking the little door , and all around her things start to glow . The room has been TRANSFORMED into an amazing BUG MUSEUM , with all sorts of glowing , living specimens in the place of the old furniture and furnishings . The radiators are now big caterpillars , the Nordic Track a serving bug . The Other Mother speaks out , startling Coraline .The sofa , now a LARGE BUG , turns in place to reveal her sitting on it .She 's all smiles , button eyes shining , one hand held out in a behold my handiwork gesture . A BUG CHAIR scoops up Coraline and brings her to the Other Mother . The Other Mother takes a candy dish from the servant bug .She extends a CANDY DISH filled LIVING CHOCOLATE BEETLES .Coraline is disgusted . The Other Mother takes back the dish and BITES OFF THE HEAD OF ONE . It 's the first thing she 's eaten in the film .The Other Mother FROWNS , swallows . She speaks with a FRIGHTENING STEELINESS in her voice .Coraline is mad , and feeling mad makes her brave .The Other Mother STRAIGHTENS . Her button eyes , now DEAD , stare into Coraline 's .Coraline stares right back , not blinking .Then she stands up , GROWING TALLER .She grows TALLER STILL and SCARIER like a super model on steroids .This TALL OTHER MOTHER GRABS Coraline by her NOSE and DRAGS her to the hallway .

Gosh, I have no idea where your `` old'' parents are. Perhaps they've grown bored of you and run away to France?

Oh, right. In each of three wonders I've made just for you, a ghost's eye is lost in plain sight.

She PULLS Coraline down the hallway to the mirror at the end . Coraline flails at the Tall Other Mother with her fists .Tall Other Mother SHOVES Coraline RIGHT THROUGH THE MIRROR as if it was water !

Coraline HITS the ground hard . The Tall Other Mother , head thrust through the mirror , stares down at her angrily .She PULLS HER HEAD OUT and leaves Coraline in DARKNESS . Coraline pounds on the mirror - door , kicks it with her blue boots . A SOB wells up in her throat . And then we hear a SOFT GHOSTLY MOAN . She turns . She can just make out a sagging iron bed . When the voice speaks , there is a faint glow from beneath its stained cover .Coraline steps towards the bed , the faint glow from under the covers in sync with the words she hears .She gently pulls back the sheets . The DIMLY GLOWING GHOSTS of THREE CHILDREN , BUTTON EYES , SIT UP : a SWEET GIRL GHOST , Coraline 's size ; a TALL GIRL GHOST , emotional ; a young BOY GHOST , very sad .The boy , dressed like Huck Finn , CONJURES up ghost flowers . The strange - looking flowers wither and fade . He 's so sad that Coraline takes his cold hand and squeezes it .The ghosts move about in a dance macabre , like ghostly fish in water .The ghosts fall back into their bed and sink down . Coraline is stunned . She thinks a little and then speaks , trying to steady her voice .A beat . Then the Sweet Girl asks in her sing - song way :The ghosts PULSE with hope . Coraline sits down against the mirror door , bounces her head against it . She 's not hopeless . Suddenly , HANDS REACH THROUGH THE MIRROR and PULL HER OUT !

It's the key, miss, there's only one and the Beldam will find it.

C.U. of Coraline 's FACE , eyes wild , as she TEARS at the hands that hold her . She GRABS one and , FLIPS her MASKED ATTACKER onto the ground . She pulls off his mask : it 's the OTHER WYBIE , his mouth stitched into a PAINFUL , EAR TO EAR SMILE .Coraline sits him up .She unstitches his painfully - huge grin .He stops her with a finger to her lips , and points to the Other Living Room , its door UNLOCKED AND OPEN . He grabs her hand and PULLS her there .

It 's dark , the bug furniture asleep . They run to the big armoire bug that guards the little door and SHOVE IT out of the way . It CRASHES to the floor . And from upstairs , a voice calls out .She opens the little door . A COLD WIND blows from the dark passageway , now filled with SPIDER WEBS and the SHOES , COATS , AND HATS of other kids who tried to escape .The tunnel MOVES at the sound of her voice . Coraline takes Other Wybie 's arm .He shakes his head no , then pulls off his glove to reveal a HAND MADE OF SAWDUST . He blows his fingers away . HIGH HEELS CLICK from the stairs ; she 's ALMOST THERE !Other Wybie shoves Coraline into the tunnel and shuts the door .

Hunched down , she moves as quickly as she can , tearing through the sticky cobwebs .Strands of web brush her face , stick to her hair ; she closes her eyes , hands out until she finally gets to the little door at the other end . She DIVES , TUCKS , -

- AND ROLLS OUT onto the REAL LIVING ROOM FLOOR . Coraline SLAMS the door shut and turns the sharp little key - still in the keyhole - to LOCK IT . She stands , covered in dust and cobwebs , and calls out with joy and relief .

There are bags of groceries on the table , as if her mother had just gotten in . She pulls open a bag to peek and FRUIT FLIES shoot out . The food is spoiled .Door bell rings .

But it 's just Wybie , the real boy .He 's waves , face down , awkward .Coraline tenses , sharp breath .She reads him like a book .Wybie answers quickly , guilty as heck .Coraline , rushing the words , tells him the truth .Her voice trails off . Coraline studies Wybie , then , snaps her fingers .He nods , one brow raising up .She pulls him inside and -

Coraline WALKS HIM to the LITTLE DOOR in the corner wall and points . Wybie looks around anxiously , fearful and curious to be in his grandmother 's old house .Reluctantly , he bends down and reaches for the key in the lock .She grabs his hand , stops him .Wybie stares at her , nodding his head as if he understands her crazy story . He changes the subject , gets back to his mission .Coraline snaps at him .She exhales in a huff . Grabs his sleeve , leads him from room .

The doll 's not on the bed , not on the chairs or moving boxes .Wybie nervously watches Coraline pull out her dresser drawers , yank cushions off the window seat .Wybie , trapped like a deer - in - the - headlights , tries to make sense of her remarks .Holds her hands up .Wybie , eager to escape , cups hand to ear by the window .Coraline sees right through him .He moves around her towards the door , turns to leave .A blue boot - thrown by Coraline - HITS his arm . He turns back as she takes off the second one .He FLEES as the second boot flies past . Coraline GROWLS , and gives chase .

She grabs her boots from the floor , and CHASES him down the stairs in her socks .

Door flies open and Wybie RUNS down the front steps to his electric bike . Coraline RACES down after him .He RUNS his bike towards the FALLEN TREE , HOPS ON and PEDALS LIKE MAD . As Coraline hurls a boot at him , he GUNS the motor and escapes down a side path past the driveway .Out of breath , she turns away and notices her PARENTS ' CAR parked to the side .Excited , she hops over the fallen tree and runs to the car .

Coraline , standing in the rain , excitedly looks through the car 's window . But the car is EMPTY . She spots her mom 's PHONE , then opens the door to grabs it and speed dial a number .She dejectedly looks at the phone , then snaps it shut .

Miss Spink is knitting a SWEATER WITH WINGS for a worried - looking ANGUS , one of the Scotties , who sits on her lap . Coraline sips tea , anxious , the other two DOGS beside her .ANGLE ON Miss Forcible , tightening her elaborate corset behind a screen , using pulleys and hooks .One of the corset hooks FLIES UP and pulls off her wig . She ignores it and comes over to address Spink .Coraline CLEARS HER THROAT , frustrated .Miss Forcible grabs another dish of old stuck - together candy and puts it in front of Coraline .Miss Spink suddenly RAISES her KNITTING NEEDLES as if to STAB CORALINE . Coraline yelps , hands up in defense . But it 's CANDIES she attacks , sending sticky chips flying , making loud grunts as she stabs . She pulls a LARGE , THREE - SIDED CANDY WITH A HOLE IT from the rubble and passes it to Coraline .Coraline studies the odd candy .She holds it up , looks through its hole at the ladies .They do n't look any different .Coraline ca n't take anymore . She gets up , takes the odd piece of candy and leaves .

Coraline , dressed for bed with her blanket over her shoulder , walks into her parent 's room , the PHOTO of her and her parents at the Bear Fountain in the foreground . She pulls down the bed covers and builds COPIES of her parents out of pillows . She fits an extra neck brace on one pillow head and some reading glasses on the other . Then Coraline lies down and pulls up the covers , very sad .She kisses them both and BEGINS TO CRY . CAM PUSHES IN .

Coraline , asleep . SOMETHING blurs past camera . One paw and then two paws bat her nose . She opens her eyes to find OPAL BLUE EYES staring at her . It 's the BLACK CAT , purring loudly .The cat yawns , his eyes flash .The cat blinks . Then he heads out the door .

She follows him , wrapped in her blanket , to the MIRROR at the end of the hallway . The mirror starts to GLOW and then an IMAGE FORMS within the glass . It 's HER PARENTS ! They cling together , blue with cold , as snow falls .They look up and , with a desperate look , Mel BREATHES on the inside mirror - glass to fog it . She writes H E L P U S. - her fingertip squeaking on the glass like a SMALL , SAD BIRD . Frost RISES UP , hiding the letters and then her parents . The image fades . Coraline STRIKES AT THE MIRROR as hard as she can . GLASS SHATTERS and she drops to the ground , shaking . The cat nuzzles her .

From under the bed , the cat drags out the BUTTON - EYED DOLL , REMADE into HER MOTHER on one side , and HER FATHER on the other !Coraline , enraged , THROWS the doll . FIRE LIGHT comes up on her face as the background DISSOLVES TO :

CLOSE ON DOLL : BURNING in the FIREPLACE . Coraline and cat watch until the fire burns out . She takes a breath and looks up at the mantel . ANGLE ON snowglobe , the one of the FOUNTAIN BEARS from the Detroit Zoo . Coraline cradles it , remembering .The cat blinks . She looks over at the locked little door in the corner wall .

Series of quick shots of Coraline getting ready to go . Pulls her collecting bag from the closet , her puffy vest , her boots ; grabs a candle and garden shears , puts them in the bag . She stands to go , taking her cap off the chair . The ODD PIECE OF CANDY , the triangle green one with the hole , drops to the floor . She hesitates a moment , then sticks it in her bag .

We hear the click of the door being unlocked . It opens to reveal the cat , and - holding a lit candle - Coraline . She leaves the key in the lock , like always , takes a breath and crawls forward . The candle casts huge , flickering shadows along the wall . The cat , his voice returned , SPEAKS to her .With great feeling , she explains :Coraline thinks about it , remembering .The door at the end of the tunnel clicks open , the candle BLOWS OUT and the cat VANISHES IN THE DARK . Coraline tenses when a voice calls out .There , framed in the open door , back - lit in blue , Coraline 's REAL MOTHER , with neck brace and dressed in her shopping clothes , calls .She runs forward eagerly and -

- out the Other Little Door , throwing her arms out to hug her real Mom .Coraline sees her mother 's hand GROW as it wraps around her . Alarmed , she PUSHES AWAY and sees the DECOY MOM grow into the TALL OTHER MOTHER . The room LIGHTS UP with the glowing bug furniture and a fireplace fire . Coraline tries her best to be brave .The Tall Other Mother 's button eyes GLITTER .Her teeth gleam .Other Father , a FOOT SHORTER than before , his sagging face a pale PUMPKIN color , his hair VINES , comes up behind Coraline .Other Father , GURGLING happily , herds Coraline onto the walking bug chair . The Tall Other Mother , standing by the little door , turns to it and CLAPS her hands . A moment later , a HUGE RAT skitters out of the tunnel - FILLED AGAIN with spider webs and children 's things - carrying the KEY from the real world door . The Tall Other Mother takes the key , locks the door , and - while the armoire bug assumes guard position - she SWALLOWS THE KEY .The Other Mother PULLS A VINE growing from his ear , SHUTTING HIS MOUTH .She turns him around , her hands under his arms and drags him out .After a beat , Coraline hears the very faint SOUND OF A FINGER ON GLASS , just like when her mother wrote HELP on the mirror . Coraline jumps to her feet , looking around the room for a sign of her real parents .A muffled screen door slams O.S. and the Tall Other Mother calls to her from the kitchen .Coraline leaves frame .

Coraline pauses in the doorway .She sits at the kitchen table in her regular place , her back to the sink . Tall Other Mother , humming happily , prepares a mushroom omelet and bacon . Fragrant cinnamon buns bake in the oven . At the table 's center , Coraline sees the box with her BUTTON EYES with needle and thread . A bead of sweat rolls down her forehead . As casually as she can , she asks :The Tall Other Mother 's button eyes FLASH .Bacon sizzles and spits on the stove .Other Mother tries to act disinterested , but her fingers drum with excitement .Coraline hesitates .She folds the omelet over in the pan .Tall Other Mother smiles : now it 's getting interesting .The meal ready , she turns from the stove and takes the food to Coraline .The Tall Other Mother smiles a malicious not in a million years smile .She holds out her hand . Coraline does n't reach .Tall Other Mother snorts , her smile sours . She slowly circles Coraline , and speaks as if talking to a very stupid child .Tall Other Mother - standing behind her in front of the sink - smiles wickedly and just starts TAPPING HER BUTTON EYE with her finger nail . Coraline turns away from her .Extending her hand , Coraline starts to turn back .But the Tall Other Mother HAS DISAPPEARED and the tapping now is the FAUCET DRIPPING in the sink . Coraline EXHALES , walks to the sink , stares at the dripping faucet .Out the kitchen window , the FANTASTIC GARDEN LIGHTS UP , answering her question . She FURROWS HER BROWS , thinks this was too easy .

Coraline walks through the gates . The bright magic of the garden is DARKER NOW , with areas of black against areas of glowing flowers . She passes the PITCHER PLANTS , and the one with the frog suddenly SWALLOWS the animal . She goes up the steps past the BLEEDING HEARTS , which now LEAK STICKY RED JUICE that runs down the wall . At the top , a few SNAPDRAGONS , feeble now , SNAP at her . She KICKS them down . Behind her , a brick tree ring OPENS like a monster 's MOUTH and five HUGE , PALE SNAPDRAGONS sneak towards her . They ATTACK , knock her to the ground , spilling her bag .They GRAB CORALINE at her ankles , knees , hips , waist , and shoulder , and start to ROLL HER UP TOWARDS THE STONE MOUTH . Coraline is just able to GRAB her GARDEN SHEARS . She CUTS OFF one mutant snapdragon 's head , then another , until she is free . The HEADLESS STEMS retreat into the rock mouth . Coraline , winded , goes to gather her spilled things when a trio of HUMMINGBIRDS/WASP HYBRIDS SWOOP IN . They do n't attack her ; instead they poke their long beaks into the TRIANGLE CANDY WITH THE HOLE and LIFT OFF .Coraline chases them , but they 're getting away . As she crosses the little bridge , she takes off her cap and FLINGS IT LIKE A FRISBEE at them . SCORE ! They fall to the ground , near the eyebrow shrubs , sawdust spilling out . She picks up the triangle candy .With a look of what does she have to lose , she holds it up to her eye and GASPS .EVERYTHING IS BLURRY GREY like a pencil drawing , all color gone . She scans the garden , turning slowly . As she turns back to where she started , she sees something , right in front of her : a BURNING RED EMBER - A GHOST 'S EYE !She lowers the stone from her eye , to see that the ghost 's eye is the FADED STICK SHIFT KNOB from the preying mantis tractor , which STANDS RIGHT IN FRONT OF HER with the Other Father , a SQUAT PUMPKIN MAN , at its controls , his own hands IMPRISONED IN THE MECHANICAL PIANO HANDS . HEADLIGHTS GLARE and the tractor ROARS TO LIFE . The mechanical hands FORCE Other Father to SHIFT GEARS , and the tractor LURCHES at Coraline , its arms SLASHING . She yells , backs away . Other Father calls in a garbled voice :Coraline backs onto the little bridge that spans the fountains as the tractor moves in .The Other Father tries to steer the tractor away , but the mechanical hands are stronger . It moves onto the bridge - STUPIDLY SMASHING THROUGH THE PLANKS in front of it . Halfway over , it lurches , then STARTS TO FALL THROUGH THE HOLE IT HAS CREATED . The tractor hangs precariously for a moment . Other Father KICKS away one mechanical hand , and with ONE HAND FREE , manages to PULL OFF THE SHIFT KNOB .Coraline DIVES FORWARD and just GETS THE KNOB before the tractor and Other Father fall away and SINK UNDER THE WATER . Rippling out from Coraline like a gray wave , the entire GARDEN BECOMES ASHEN AND DEAD . Coraline CATCHES HER BREATH , shaken . The ghost eye/gear knob GLOWS RED , no magic candy necessary .Coraline looks past the greyed garden towards the Other House . A LUNAR ECLIPSE has begun , the full moon a pale acid green . Coraline looks concerned , then resolved , and then she heads towards the house . A haunting version of Spink and Forcible 's show song starts to play .

CORALINE 'S POV DOWN STAIRWAY : chaser lights circle the door at half - speed . Haunting show song continues . REVERSE ON Coraline . She carefully descends towards CAM .

WE SEE her flickering shadow and then Coraline appears behind the entry curtains . She steps close , pulls the curtain open . Song stops . POV ON THEATER , quiet and dark save for light coming through entry curtains . She spots usher 's FLASHLIGHT on the ground . ON CORALINE - she picks it up , clicks it on , and STEPS FORWARD . She sweeps the light beam around , apprehensive , then HEARS SOMETHING overhead . She aims flashlight up and startles a NEST OF BAT - DOGS - half Scotties/half bats . One bares his teeth and GROWLS . She clicks off the light and shivers . On stage , one spotlight and footlights FADE UP on a huge , wrapped SALTWATER TAFFY . It hangs from ropes and sandbags . She cautiously climbs up onto the stage . A HUMAN - SIZED TAFFY THING - striped pale pink and green - can just be seen through the wrapper . She holds her TRIANGLE CANDY - WITH - HOLE to her eye . There is a BLUE - WHITE GLOW coming from inside the wrapper . Coraline PUNCHES A HOLE through the paper , steels herself , then reaches inside . She touches something sticky and cold and inhuman . Clenching her teeth , she grabs hold and pulls out two clasped - together COLD , TAFFY HANDS - Young Spink and Forcible 's . Her heart thumps . She PRIES the TAFFY HANDS open like scallop shells until a large PEARL - on - a - ring is revealed .The hands suddenly GRAB HER ! She SCREAMS . Young Spink and Forcible , twisted together into one taffy monster , THRUST THEIR HEADS FROM THE BAG !Coraline PULLS AWAY , STRETCHING the candy arm out across the stage ! The taffy monster THRUSTS OUT another paired arm , and starts DRAGGING ITSELF TOWARDS CORALINE , ropes swaying on pulleys .Coraline , desperate , gets an idea . She clicks on her flashlight and aims it at the BAT - DOGS . They GROWL with annoyance , OPEN their wings . The taffy monster is GETTING CLOSER ! Coraline hurls the flashlight at the bat - dogs and HITS THEM . Angered , they TAKE WING TO ATTACK HER - just like she planned ! Bat - dogs are closing on the left , the taffy monster on the right ! She waits to the very last second , and then DIVES OUT OF THE WAY ! BAT - DOGS AND TAFFY MONSTER COLLIDE ! Coraline 's hand is released by the taffy hands , leaving her the PEARL . The bat - dogs and taffy monster - stuck together and still - as - stone - turn to dead , grey ash , as does the stage and theater . The PEARL in Coraline 's hand PULSES BLUE .Coraline nods , sticks the pearl in her bag , and looks up towards the ceiling and beyond .

You thief! Thief! Thief! Thief! Give it back! Thief! Give it back! Give it back! Thief! Stop thief! Thief! Stop!

CORALINE 'S MOVING POV , on lower ext stairs to UP ANGLE ON BALCONY . We hear haunting circus music in the air . Other Mr. B 's Russian flag , TORN in places , waves in the air . The pale green moon is nearly HALF - ECLIPSED now with what is clearly the SHADOW OF A HUGE , DARK , BUTTON . ANGLE ON CORALINE as she climbs the last flight of stairs to Bobinsky 's . She stops with a SHUDDER at the top . The flag has been replaced with the EMPTY COAT OF OTHER WYBIE - gloves , pants and sneakers pinned on - hanging like old laundry .She takes a breath , leans out over the railing and shouts .The door behind her CREAKS open . Coraline shivers - she is definitely scared .

Coraline steps into the apartment and carefully shuts the door . The cannons and Ferris wheel are dark and quiet ; the circus tent glows dimly . Pale green moonlight shines in patches through holes in the roof . The corners and edges of the room are very dark . OTHER BOBINSKY suddenly CRAWLS by the door behind her . Coraline whips around , on guard . He LOOMS UP past the cannons on her right , leaning towards her .There are too many joints in his arms and legs .His tall , crooked hat is pulled so low , and his collar so high , that his face is completely hidden . He throws out his arm towards her and the CIRCUS BALL from the mouse circus rolls from his sleeve to his hand .She looks through the hole of the triangle candy and sees an AMBER GLOW - the THIRD GHOST 'S EYE !She grabs for it , but he 's too quick . He back - bends to all fours and SCUTTLES around her towards the back shadows .Coraline holds up the triangle candy , scans the room for him . His voice sounds distorted now .WE SEE him twine up a post behind Coraline , crawl out on a beam .He SWINGS UPSIDE - DOWN from his ankles , his head stopping right by Coraline 's . She whips around , alarmed .He DROPS to the floor on his head , then SLITHERS into the circus tent . Coraline does not want to follow him . But she does .

The Other Mr. B is perched on a pile of MOLDY CHEESES in the center of the ring . He moves like all his bones are broken .Coraline raises the triangle candy to her eye , sees the AMBER GLOW coming from inside his hat .She moves closer .Small forms MOVE under the back of his coat .Coraline pulls off his hat . Instead of his head , a HUGE PALE RAT SITS THERE - holding the circus ball . It barks at her then DIVES DOWN the coat collar . RATS leap from COAT SLEEVES and PANT LEGS , Coraline pulls back , HORRIFIED , as the clothes collapse , scanning around for the circus ball . There 's a rat bark behind her and she turns . The HUGE RAT - balanced on a wheel of cheese , circus ball in paws - TAUNTS HER , then RUNS THE CHEESE OUT THE DOOR ! She GIVES CHASE .

The OTHER RATS RACE behind the twin rows of cannons - the cheese wheel rat rolls through them , heading towards the door ! Coraline CHARGES . The cannons , manned by rats , FIRE COTTON CANDY at her . She 's HIT in the side , her leg , her ribs ; she weaves and STUMBLES , the shots landing like punches .A PET DOOR - perfectly shaped for the rat on the wheel - appears in the front door as the rat approaches . Coraline looks up to see the PET DOOR OPEN and the CHEESE - WHEEL RAT HEADING THROUGH IT TO THE OUTSIDE . Coraline takes her triangle candy stone and THROWS IT as hard as she can AT THE RAT . The whistling candy FLIES through the pet door towards the RAT , just outside .

The RAT DUCKS , the CANDY MISSES , and the cheese - wheel rat ESCAPES down the stairs with the ball .

Coraline , lurching forward , HOLLERS .Two waiting rats - tail tips tied - pull tails tight , and TRIP her . She CRASHES THROUGH THE DOOR AND - .

- OUT onto the balcony which TEARS AWAY FROM THE HOUSE with ATTACHED STAIRWAY .The whole rig , with Coraline on top , ROTATES as it collapses , THROWING CORALINE toward the front of the house when it HITS THE GROUND . She BLACKS OUT a moment . WHEEZING for breath , Coraline pushes up on hands and knees and SCANS past the topiaries and poplars and white gravel driveway , looking for the cheese - wheel rat and circus ball . No cheese - wheel rat , no circus ball ghost eye . Coraline , lit by a NARROWING BAND of pale green light , turns to look at the moon . It 's nearly covered now by the DARK BUTTON SHADOW . Her HAND stings from a scrape . BLOOD trickles from her knee . She feels nothing but COLD LOSS .She sobs , hugs knees and face to chest . The band of light that illuminates her is narrowing to near - gone . In the foreground , the HEAD of the cheese - wheel rat - CIRCUS BALL IN ITS TEETH - DROPS ON THE GROUND . Sawdust leaks from its neck . Band of light STOPS NARROWING , the eclipse paused . There 's a familiar MEROWWW and Coraline looks up . Across from her on the front yard , sits the BLACK CAT , licking his paws , rat 's head and circus ball at his feet .Coraline smiles , walks towards him .He bats the circus ball and it rolls to Coraline . She picks it up , sticks it in her bag . Around her , the YARD , HOUSE , TREES , SHRUBS AND DRIVEWAY TURN ASHEN GRAY .Looks towards house .ANGLE ON MOON . The stalled eclipse STARTS AGAIN , and in one beat , the last sliver of green moon is FULLY BLACKED OUT . The EDGES of the button shadow start to FLAKE AWAY . ON CORALINE WITH CAT . A strange insect thrumming has begun . What appear to be grey paint chips or bits of paper are falling . Confused , she looks up to see : . The huge button shadow is EATEN TO NOTHING and then the SKY around it IS EATEN AS WELL , revealing dirty white light . The destruction TRAVELS from sky to the distant hills , the sound of a million , invisible locusts growing louder . UP ANGLE ON CAT AND CORALINE . The cat hisses . Deeply alarmed , they look from one direction to another . POV out front yard . The destruction TRAVELS up the driveway , PULLS APART the poplars , and then UNRAVELS the topiary elephant and bird . DOWN ANGLE ON Coraline and cat , his TAIL TWITCHING . WE PULL BACK to find they are at the center of a RAPIDLY SHRINKING ISLAND ! NEW ANGLE on Coraline and cat as ground beneath their feet STARTS CRACKING , white light coming through . Cat makes a fearful sound , afraid for the first time in the movie ! Coraline holds out her arms to the trembling animal , her guardian angel .The cat LEAPS and she catches him , then CARRIES HIM up the DISINTEGRATING porch steps to the front door . She gets through just in time , and SLAMS it shut !

It 's dark and stable in here , with just some creaks and intermittent vibrations . A poisonous green light spills from the other living room . Coraline goes there , carrying the cat over her shoulder , past wallpaper that PEELS UP as she passes , to the room where she last heard the sound of her mother 's finger on glass .

A poisonous GREEN FIRE - LIKE SLEEPY SEA SNAKES - BURNS in the fireplace . The bug furniture looks grey now , their lights flickering as if short - circuited ; legs and wings twitching uncontrollably . Coraline scans the walls , the ceiling , looking for a sign of her parents . ANGLE ON CORALINE in foreground . She senses the Other Mother behind her , a creature who is no sort of Mother at all but a witch , a Beldam . She turns . The Beldam is hunched on the sofa - her face hidden .Her voice sounds dry and tired . She turns her face towards Coraline . It is a WHITE DEATH MASK , cracked and peeling - her true face .Coraline shudders and steps back . The cat makes a fearful sound and digs his claws into her shoulder .The Beldam rises up 12 FEET TALL . She is WITHERED to the bone ; with plate - like shoulders and hips ; her bustle now an arachnid 's tail section . Her true form . She reaches her long , sharp FINGERS MADE OF NEEDLES to Coraline 's face .Coraline works hard to not show how freaked out she is .The Beldam smiles , turns away , then back , her hand outstretched .Coraline pulls out the three spheres from her bag and starts to hand them over . But she catches herself .And pulls back .The Beldam looks daggers , then smiles sweetly .She produces the TRIANGLE CANDY that Coraline lost and FLINGS it into the green fire . The Beldam laughs while the MAGIC BURNS out of the candy with sparks and pops . ON CORALINE . The third ghost eye PULSES WITH AMBER LIGHT in her hand . Coraline turns away , so the witch wo n't see .Coraline looks towards the locked little door behind the armoire bug and understands : she 's got to get the Beldam to unlock it ! She furrows her brow as an idea comes to her then nods . She turns to the witch and in the most confident tone she can muster , says :The Beldam turns from the fire , both concerned and sceptical .Coraline points to the little door .The Beldam leans close , knowing Coraline is wrong , and speaks very quietly .A smile creeps onto her terrible face . And she STARTS TOWARDS THE LITTLE DOOR , moving in an odd , laboring way , as if she had four legs instead of two . She signals the armoire bug to stand aside , her back to Coraline . Coraline hears the soft chirp of her mother 's finger on wet glass ! Looks around , desperate - where is it coming from ?! The cat 's ears twitch and focus , and then he SEES SOMETHING on the mantel ! He whispers to Coraline -- and JUMPS to land beside the DETROIT ZOO SNOW - GLOBE - OPAQUE WITH FROST . C.U. ON SNOW - GLOBE . With a SOFT - CHIRP , a section of glass is WIPED CLEAR from inside by a TINY FOREARM - and we see the tiny , cold figures that are CORALINE 'S TRAPPED PARENTS ! Coraline 's heart races . She purposely stays back from them .ON BELDAM , by little door . Oblivious to Coraline 's discovery , she COUGHS up the KEY into her hand . She turns to Coraline , expectantly .The Beldam stoops to push the key into the lock , turns it , leaves the key in place . She grins at Coraline and speaks in a low , sing - song voice .She opens the little door , revealing the empty , spider - web tunnel . ON CORALINE , who glances from the open door to the cat - obscured on the mantel - and back to the Beldam . She 's thinking very hard .She opens her hands : one holds box with Coraline 's BLACK BUTTON EYES , the other a THREADED NEEDLE . Triumphant , the Beldam softly gloats :Coraline strikes a warrior 's pose , and , summons all the fury she can .She GRABS THE CAT off the mantel and RAISES HIM OVER HER HEAD .And she HURLS THE CAT at the Beldam . The YOWLING ANIMAL - face shocked with surprise - SAILS through the air and lands RIGHT ON THE ASTONISHED WITCH 'S HEAD . FREAKED - OUT , the cat DIGS in his CLAWS AND BITES the shrieking Beldam , who STAGGERS to one side of the little door . Coraline GRABS the SNOW GLOBE with her parents inside , stows it in her bag , and moves out to approach the door from the other side . The Beldam FLAILS WILDLY at the cat . The cat HOWLS LIKE A BANSHEE , RAISES HIS CLAWS , and - quick as you can - TWO SHINY BLACK BUTTONS HIT THE FLOOR - THE BELDAM 'S EYES ! ANGLE ON CAT as he 's thrown on armoire bug . ON BELDAM , hands covering her face .Her hands pull away to show EMPTY , FLAT SOCKETS and TORN THREAD !She furiously STOMPS the floor which FLIES UP in a spiral of floorboards that drive Coraline to the room 's center . A huge WEB TRAP LIES BENEATH THE FLOOR ! The web trap STRETCHES DOWN into a FIFTY FOOT DEEP PIT . There is nothing beyond but PALE NOTHINGNESS . The cat scrambles along the tops of falling furniture straight to the little door and disappears into the tunnel . Coraline falls the very bottom of the web . Fifty feet above , the Beldam LAUGHS MANIACALLY and LEAPS DOWN like a huge , flying spider ! Coraline manages to pull herself to the outside of the trap JUST AS THE BELDAM LANDS . The witch - furious her prey has escaped - spins around , grasping blindly .Coraline , nearing the top , looks up and spots the LITTLE DOOR , still in the corner wall of the Other Living Room . She goes to climb back inside the web , when her bag GETS CAUGHT on a barb . She pulls and pulls until it breaks free , sending a STRONG VIBRATION DOWN THE SPIRALING WEB TO THE VERY SENSITIVE HAND OF THE BELDAM .The Beldam smiles - she knows where her prey is now ! Coraline makes it to the little door , but the BELDAM IS COMING UP BEHIND HER VERY FAST !

No, I suppose not. After all, you still need to find your old parents, do n't you? Too bad you wo n't have this.

Coraline SCRAMBLES through the door , KEY IN HAND , and grabs the door 's handle . Before she can shut it , the BELDAM 'S HEAD THRUSTS INSIDE .Coraline KICKS HER IN THE FACE , knocking her back . The cat takes off down the tunnel . Coraline nearly shuts the door , when NEEDLE FINGERS GRAB HOLD THROUGH THE CRACK . The door STARTS TO PULL OPEN !The ghost children 's FLUTTERY , DISMEMBERED HANDS FLY OUT FROM HER BAG and GRAB HOLD OF CORALINE 'S HANDS that grip the door 's handle . And her STRENGTH IS QUADRUPLED . The door STARTS TO SHUT . The Beldam SNATCHES DESPERATELY at Coraline , reaching through the closing gap with one thin claw . There 's a final moment of resistance - the Beldam 's wire - thin wrist caught in the door - and then SNAP ! The DOOR SHUTS , and the Beldam 's hand drops to the ground ! She SCREECHES like a metal rake on pavement ! Coraline just manages to lock the door in the dark when it is POUNDED from the other side , green light coming through cracks ! She takes off down the tunnel , stooped down , as fast as she can . The pounding grows more insistent , green light flashing .And then the tunnel behind coraline STARTS TO GROW SHORTER , like a collapsing accordion and the pounding far door with the blind , one - handed Beldam on the other side STARTS TO CATCH UP TO HER ! Ahead , DAYLIGHT APPEARS , and then the LITTLE DOOR TO THE REAL WORLD !

Coraline FLINGS HERSELF through the doorway , SHUTS AND LOCKS THE DOOR and BRACES HERSELF AGAINST IT . A split - second later , the OTHER WORLD DOOR CATCHES UP WITH A CRASH ! Coraline is THROWN BACK . But the real - world door and lock , hold . It 's over . Coraline lies on her back , as beat - up and tired as she 's ever been , GULPING in breaths of air till her heart slows a little . The room is brightly lit by sunlight , the first since she moved here , and the sky out the windows is blue with white clouds . She smiles , remembering , and turns to her bag with the ghost eyes and snow globe with her parents inside . She opens it up , and searches , shoving aside ghost eyes and garden shears . But the snow globe is GONE ! She gets on all fours , starts searching the floor . Her hand hits a small PUDDLE by the fireplace , with tiny bits of BLUE SNOW . A drip plops down , then another . She looks up to the mantel and spots the MISSING SNOW GLOBE . She stands up and finds that it 's BROKEN OPEN , and neither her parents or the fountain bears are inside . As the last of the snowy liquid drains from the globe , Coraline 's face clouds with confusion and fear : What does this mean and where are her parents ? Then her WONDERFULLY REAL MOTHER calls to her .Her TRUE PARENTS enter the room from the hallway , a dusting of snow on their shoulders and hair .Coraline runs to her parents and throws her arms around them .C.U. ON CORALINE . Huh ? Mel notices the broken snow globe .Mom spots her bloody knee .Charlie crouches low , clutching his briefcase .Mel tells her .Coraline , confused , takes a stab .Her parents turn to leave the room .But the snow melts without a trace .Her parents walk off . Coraline shrugs her shoulders and looks back to the broken snow globe on the mantel . She cocks her head , deeply puzzled , then leaves the room .

The VW is parked out front , its interior light fading as light in Coraline 's bedroom window switches on . We HEAR Charlie make a strangled sound .

Coraline sits in bed - pajamas washed and PATCHED , wounds - dressed , hair shining . The KEY hangs from a string around her neck . A gibbous moon shines in the clear night sky . Charlie wrestles with a blue stuffed - toy squid like it 's an alien face - hugger then , FEIGNING DEATH , falls on the bed . Coraline LAUGHS .He opens one eye , pretends he 's never heard about this .He sits up and kids her , tickling her face with the squid .She turns to Mom , arranging things on a shelf .Her mother nods , points up .Charlie LAUGHS . He bends down to kiss her .As he steps away , Mel slips a slim box under the covers next to her daughter . She gives Coraline a `` told you so '' look , and she and Charlie leave the room . Coraline sits up excitedly and opens the box - it 's the GREEN AND ORANGE GLOVES she 'd wanted ! She pulls one on to admire when the BLACK CAT appears outside her windowShe walks over to the window , opens it .His expression says yes , he 's still mad .The cat 's angry expression softens . He rests his head on her hand , licking her fingers and purrs . Coraline exhales with relief then picks him up and carries him over to her bed . She grabs her collecting bag and takes out the large PEARL , the CIRCUS BALL , and the GREY STICKSHIFT KNOB . She holds them out to the cat .The cat nods . She puts the ghost eyes under her pillow and gently lays down , the cat lying beside her . The two of them close their eyes , and in no time at all , they doze off to sleep . WE SLOWLY TILT UP .

A MAGIC ART SKY animates subtly . CAM TILT DOWN ON Coraline , studying sky , her back to us . From behind CAM , CHIMES sound and GOLD LIGHT begins to shine on her . She turns toward us , shielding her eyes . Coraline 's eyes adjust to the brightness to see the THREE GHOST CHILDREN , now transformed into GOLDEN ANGELS ; EYES RESTORED , small fluttering WINGS ON THEIR BACKS .A SHADOW crosses the faces of the three children . They gather around Coraline and bow their heads .Silent beat .The tall girl ghost shifts uncomfortably , then BLURTSCoraline is stunned and gestures for an explanation .The KEY ON THE STRING around Coraline 's neck floats out in front of Coraline . She grabs it . The three ghost children all embrace Coraline tenderly .They begin to swirl around her , spinning faster and faster . Coraline starts to turn and then she -

- ROLLS HERSELF AWAKE IN HER OWN BED . FAST PULL BACK above her to find covers thrown off and the CAT awake by her side . Coraline lifts up her pillow and GASPS - the GHOST EYES ARE IN PIECES like hatched bird eggs . She takes out the key on its string and explains to the cat , her voiceThe cat does n't like the sound of this . Coraline grabs her blanket and heads to her door . But the cat leaps down and blocks her way .She sidesteps the cat and leaves her room . The cat glares after her

Coraline trots down the stairs and purposefully heads down the hall . She passes the LIVING ROOM and exits frame . CAMERA stays on living room , where , on the LITTLE DOOR in the corner wall , SHADOWS and LIGHT start to MOVE . WE ROCKET IN AND -

The baseboard is PUSHED ASIDE . Through the narrow gap at the door 's bottom , the DISMEMBERED HAND OF THE BELDAM CRAWLS OUT . It scrambles out of frame in the direction of Coraline !

Coraline moves briskly , the house below , GRIPPING THE KEY that 's tied round her neck . DARK , ROPEY CLOUDS reach like fingers across the gibbous moon . Coraline sings her father 's nonsense song , her voice hardly trembling .

She moves down past the old fruit trees , now covered with BRIGHT SPRING BLOSSOMS that fall gently like snow .LOW ANGLE ON Coraline , moving away . The BELDAM 'S HAND drops into frame and CREEP - CRAWLS after her .

Coraline jams the SAME DEAD BRANCH Wybie used under the well 's cover , lining it up over the SAME FULCRUM ROCK .Circling around behind the BIG STUMP , the HAND SCAMPERS behind one rock to a bush to a tree , coming closer . Coraline manages to lever the well 's cover off to one side , leaving the WHOLE WELL OPEN . Huffing and sweating , she wipes her brow , then takes the key string that 's around her neck . The hand , SEEING what is about to happen , RACES TOWARDS HER ! Coraline lifts string and key , not quite over her head . The hand JUMPS onto the big stump and SPRINGS through the air to GRAB THE KEY and PULL CORALINE TO THE GROUND ! Coraline makes a CHOKED SCREAM , her fingers caught between the key string and her neck ! The HAND wants to DRAG HER BACK TO THE HOUSE and the LITTLE LOCKED DOOR THAT IS BREATHING WITH ANTICIPATION ! A BLINDING HEADLIGHT hits HAND and CORALINE ; an AIR HORN SOUNDS ; and WYBIE LOVAT - hollering a BATTLE CRY all his own - comes SPEEDING DOWN THE BLUFF on his whining electric bike !Wybie GUNS the throttle , and , leaning out , GRABS the confused HAND with his slug tongs ! He CIRCLES AROUND and HEADS TOWARDS THE WELL , readying to throw the hand in . But the HAND GETS FREE , and GRABS his handlebars . OUT OF CONTROL , Wybie 's bike HITS A ROCK , and WYBIE AND HAND ARE THROWN RIGHT DOWN THE WELL . HOLLERING , he just manages to hang on with one hand ! The Beldam 's hand , caught on Wybie 's coattail , SCRAMBLES UP his body and face and onto the well 's edge where it STABS AT HIS FINGERS to make him fall !Coraline , choking , rises to her feet . She grabs her BLANKET and - in the still - blazing headlight of the crashed bike - she RUNS UP and THROWS IT OVER THE HAND . It fights like crazy as Coraline wrestles to control it . The hand STABS THROUGH THE BLANKET and SHAKES IT OFF . It crouches to attack her ! And then WYBIE IS BACK , pumped with adrenaline , a BIG ROCK raised over his head ! He HURLS IT DOWN ON THE LEAPING HAND ! And it BREAKS into TWENTY LIFELESS NEEDLES . Wybie struggles to catch his breath . Coraline - breathing hard - removes the key and string from around her sore neck . She pulls up the corners of her blanket - with the needles on it - around the rock , and ties it all together with the string . The key is left attached . The two friends carry the heavy package to the well and DROP IT DOWN THE HOLE . By the light of a stray moonbeam , they watch and listen until it makes a muffled splash in the dark water at the bottom . They slide the well cover in place . Still catching his breath , Wybie stands , holding his injured hand , its glove ripped by the Beldam 's claw . He looks over at Coraline as the scene brightens a little with moonlight .Coraline , shoulders rising as she catches her breath , stands and smiles : he called her by real name for the first time .He walks over , and takes out an old B&W photo from his jacket .He hands it to her . ANGLE ON PHOTO : two light - skinned black girls - dressed in old - fashioned clothing - stand in front of the Pink Palace , before it was divided into apartments . One looks just like the sweet ghost girl , and holds the DOLL WITH BUTTON EYES , which looks just like her .ANGLE ON WYBIE AND CORALINE . Behind them , blossoms fall like snow in the orchard .Wybie 's grandmother , loud and worried , calls from the distance .She looks up from the photo and smiles .She gives Wybie a playful punch on the arm and LAUGHS .The BLACK CAT jumps up on the TREE STUMP and MEROWWS . Coraline smiles . We TILT UP to the sky and see the last ropey clouds - like two clawed hands - clear away from the bright gibbous moon .

One WHITE BALLOON floats against a blue sky with puffy , white clouds . WE TILT DOWN past more balloons to a TABLE OF REFRESHMENTS , set up by the front gates . Coraline picks up a TRAY OF DRINKS and heads out to her hard - working GUESTS , all wearing garden gloves and showing signs of having helped plant about TWO HUNDRED RED TULIPS . SPINK AND FORCIBLE , along with their DOGS , are set up at a table below the steps . Empty plant cartons are stacked nearby along with some garden tools and empty bags of peat moss .Coraline hands them the beverages , then nods towards the GREY DOG digging in the flowers .Miss Spink sighs .Coraline heads up the steps to find her PARENTS dumping a heavy bag of PEAT MOSS around the dead - looking tree in the stone circle .Charlie BURPS .Mel SIGHS .Charlie nods , grabs them for Mel and Wybie .Coraline , delighted , moves on . Coraline comes upon Bobinsky in the bottom of the drained fish pond . He 's stealthily PULLING just - planted tulips from the dirt there , and putting BEETS in their place .Coraline CLEARS HER THROAT to get his attention .Surprised and looking very guilty , he tries to cover up his activities . She smiles and hands him a drink .He drains his glass of lemonade . A familiar voice is heard approaching . Coraline turns and smiles .ANGLE ON Wybie and his GRANDMOTHER as they walk through the garden gatesCoraline sees them and waves .The old lady looks up and smiles .CAMERA PULLS UP from the GARDEN , FLIES OVER THE HOUSE and BOOMS DOWN to the PINK PALACE APARTMENTS SIGN out front . On top of the sign sits the black cat , who looks right into camera , blinks , then walks behind the thin post that holds the sign and DISAPPEARS . THE END

Dey tell me that you - are saviour, Caroline. And - soon as dey are ready - dey vish to give special tenks - you performance.

Jagged mountains defy a dark , foreboding sky . We hear PLODDING HOOVES , CREAKING LEATHER . A lone wanderer appears . Wearing a long coat and a battered hat , he carries a bolt - action carbine . His name forgotten , history remembers him simply as THE POSTMAN . His laden pack mule , BILL , BRAYS , as they pass a battered sign : `` The Great Salt Lake Marina . '' They start down a slope and begin to cross a . DRY LAKE BED A bizarre , wind - swept sight . Dozens of boats resting lee - to on the dry , cracked earth . It 's like God pulled the plug . Rusty mooring chains snake their way around house boats , ski boats and a cabin cruiser or two .As The Postman continues to cross , the CAMERA PULLS BACK . He 's soon lost in the massive vista .A RUMBLE of THUNDER . RAIN begins to fall . The earth just sucks it up at first , but it 's coming hard . Rivulets run . Puddles form . We begin to get the feeling that soon these boats will be tugging at the mooring chains once again . TRACK a rivulet as it runs , filling up a depression in the sand . And then , running to fill another in a series of depressions . They make a pattern we recognize as - MAN 'S FOOTPRINTS These tracks may already be days old as they fill with rain water . Then , the sound of light , padded FOOTFALLS . A LION ENTERS FRAME . Lean , hungry and dangerous , the big cat has been tracking this man . He lets out a low , disappointed GROWL . The rain has foiled his dinner plans - for now .

The last of the great cities died when my father was a child. Another victim of yet another war. The plagues followed. And the terrors. The living hid themselves away in tiny hamlets in hopes of surviving whatever new madness conspired to rob them of the little that remained. The Earth itself had fallen prey to chaos. For three years a dirty snow fell that even summer could not erase. The ocean was barren. Poisoned. Near death.

Sixteen long years passed before the great lungs started working again. My father said it was as if the ocean breathed a great sigh of relief.

And so my father returned home after the Holnists were defeated.

A bullet - ridden sign reads : `` U.S. 84 North . '' The Postman leads Bill down a barren 4 - lane . Weeds poke up through the asphalt . The rusting hulk of a car rests in the median , covered in a tangle of purple wisteria . The Postman plucks a flower . He sticks it into a buttonhole and continues . BILL BRAYS woefully . In answer :They near a sign : `` Thank You For Visiting Utah . '' The Postman waves , shouts to the sign as he passes it .

Hey, Bill! We got TV! 147 channels. Everything from Jesus to ` Jeopardy'.

` Like sands through the hour - glass, so are the days of our lives.'.

` Michael Shields, come on down, you're the next contestant on. ` The Price is Right'.'.

I'll take Domestic Nuclear Disasters for two hundred thousand, Alex.

We interrupt our regularly scheduled program to bring you the Second Civil War. Well, shit.

I do n't want any trouble. I bet you do n't either. Let's just call it a draw, okay?

I'm headed for a town called St. Rose. Somewhere west of Portland.

It's true, we have n't done this in a while, but it's like riding a bicycle. Now, open your mouth.

I know the rule. It's my rule! Avoid civilization at all costs. But we got ta eat, do n't we?

What are you so worried about, Bill? All you got ta do is stand there. I'm the one with all the lines.

They said, ` Fear not, MacBeth,'til Birnam Wood comes to Dunsinane'!

Arm, arm yourselves! If the witch's words are true, there'll be no running or hiding here!

Tomorrow, and tomorrow, and the day after that. Out brief candle! Life's but a walking shadow, a poor player that struts his hour upon the stage and is heard no more. It's a tale told by a moron. Full of sound and fury, signifying nothing.

But blow, wind! Come wrack! At least we'll die with the harness off our back!

Well, I'd just as soon not give them anything of mine. Let's find the back door, Bill.

` Now is the winter of our discontent made glorious summer by this son of York.'

I do n't mean any disrespect, sir, but you'd be better off just letting me go. A fighter is about the last thing I am.

` Blow, wind. Come wrack. At least we'll die with the harness off our back.'

No offense, General, but you seem to have read some Shakespeare yourself.

You ever hear of St. Rose? It's on the coast. They say it's a paradise. They've even got electric lights.

Here's a piece of good news. Jerry's decided to go to school to get his contractor's license.

Civilian, I'm on official business. I demand entry into the town of Pine View.

I'm through talking to you, buddy boy! Now get somebody with authority to open this gate!

Authorized by order 417 of the restored Congress to reestablish a communication route to Idaho and lower Oregon. Now open that damn gate!

Understand that tampering with or obstructing the mail is a federal offense. Furthermore, the Bolin Act requires you to provide all mail carriers with sanctuary and nourishment.

We're delivering the old stock piles, but I'll accept all new correspondence as well.

` Dear Irene. Sorry I have n't written. Everything's so crazy. The strange weather. The food shortages. That farmer Nathan Holn causing all that trouble. It's hard to understand. David's home from the Army. The war was over before he even got there. Thank God for that. He's still my baby no matter how big he gets. We're going to miss you for Christmas, but maybe next year. All our love. Donna.'

I've been on the road a while. I could use a little something to eat -

Yes, there is! If there are dogs in this town, you have to leash them while I'm here!

` Stop. Oh, yes, wait a minute, Mr. Postman. Waaa - ait, Mr. Postman.'

The important thing to remember about cars is, you ca n't eat'em.

His name is, uh. Richard Starkey. From Maine. He has a saying. ` Things are getting better, getting better all the time.'

Parties are over with. The individual is what counts. You vote for the best man.

The government's just getting started. You're on your own for at least eighteen months.

Never thought I'd hear myself say this, but I ca n't eat anymore.

Could be anywhere. Anytime. Only another postman can make you a postman.

No, no, no, I'm saying that. You just listen. By my authority you are now empowered to carry the mail.

I'm afraid you do n't understand, Sheriff. I'm a government employee. Authorized by -

I'll find you a pen pal. Someone with interests similar to your own. Dancing, checking for mumps.

God, you're beautiful. Sorry, I know you'd probably like to keep things more clinical.

Go? Oh yeah. I'll head west, then work my way back here in a sort of figure eight.

Times seem hard right now. But you have to believe it's getting better. Birds are migrating again. The rains are back.

That's it for now, folks. There'll be more once a real system is in place.

Survive? They got Broadway up and running again. There's a kid doing Andrew Lloyd Webber like you would n't believe.

The catch is the only currency recognized are silver American coins minted before 1964 and two dollar bills. Look for Thomas Jefferson. Of course, food is always acceptable as barter.

I am a United States Postman. Authorized by order 417 of the restored Congress to -

The new capital is based in Minneapolis. Inside the Hubert Humphrey Metrodome. You know, where the Vikings used to play?

They'll open the gate and give you double what they usually give. Just do n't hurt anybody. This was all a misunderstanding.

I do n't think I ever had water soup before. Maybe next time we could try it with a little sand?

Lazy?! I got a hole in my stomach. I'm weak. The two big meals around here are grass and snow. And we're running out of grass.

Why are you in such a hurry to get out of here? I can think of worse places. And worse company to -

This is what I hate. Strangers. Do you say ` hi' or do you blow their head off? Do they want to share what they got or take what you have? And if they want to take, how far are you willing to go to stop them? Damn it.

I do n't know how long I can stay, Ford. President Starkey will send word one day and I'll have to move on. Understand?

Just stay safe and remember. The mailman's more important than the mail.

For President Starkey and the First Congress of the Restored United States, I officially declare Postal Station 10. What's the name of this town?

I officially declare Postal Station 10 in Elvis, Oregon, open for business!

Ford, I want you to get rid of the bodies. I do n't want these people blamed for what we did.

God damn you, Ford. Those people down there are dying because of us. Because of what we did.

If I do n't, those kids are going to keep on getting themselves killed.

I took this uniform off a skeleton to stay warm. I made up the rest to stay fed. There is no restored United States.

Weird thing is, being a Postman was almost the best thing that ever happened to me.

I always liked to think you left it on purpose. But maybe you just forgot it.

` I've been in contact with The Postman. I've received all the reports. I'm proud of you all.'

In dark days, in a weary world, you gave everything and asked for nothing. You beat back despair and replaced it with hope and for that your country can never repay you. But the price is too high. I wo n't see anymore of my bravest die. It is my duty to hereby disband the Postal Service of the restored United States. You are to burn your uniforms and The Postman is to return to Minneapolis at once. Thank you and that is all.

Tell me something, Ford. How much mail can a dead postman deliver? It's over.

I'm going to St. Rose, Abby. And I'm taking you with me. I know you do n't want to hear it, but that's my child inside you. I want to see it born somewhere safe. I have a right to that, Abby. Whether you like it or not.

You do n't understand, do you? You never will until you can think for yourself and be willing to pay the price for it.

Let me ask you something, have you ever heard of a town with electric lights?

All of them. I'll give you the horses and my gear. Abby's special. She's strong. Probably end up running the place.

Yeah, I guess I am. And all of a sudden, I'm not wearing the right clothes.

Once more into the breach, dear friends, once more. Or close the wall with our dead. In peace nothing so becomes a man as modesty and humility. But when the blast of war blows in our ears, then imitate the action of the tiger.

Summon up the blood. Disguise fair nature with rage and lend the eye a terrible aspect.

Would n't it be great if wars could be fought just by the assholes who started them? We could settle this thing right here. You and me.

I invoke law seven of the Laws of Eight! Any man may challenge for leadership of the clan!

I should've found a way to kill you then. But you seemed so strong.

Will stay this courier from the swift completion of his appointed rounds.

It does n't have to be this way. We do n't have to kill each other. We can live together. We can -

He is n't worth it. I'm the head of the clan now! There are going to be new laws!

Grow like savages - as soldiers will - that nothing do but mediate on blood.

Bill tugs up weeds as The Postman is climbing up a ladder on a highway that razor cuts the plains to the horizon . Above , The Postman sands atop a billboard catwalk . He references a tattered road atlas , scans the horizon through binoculars with one broken lens . He pauses at a Union 76 ball just visible above the tree line .

A 76 Station and the remains of a Howard Johnson 's . Alert , carbine in hand , The Postman leads in the mule . Rusting cars sag on flattened tires . There 's a stripped fire engine , its cracked hoses leading to the HoJo foundation which bristles with burned timbers . Bill stops to drink out of a stream . The Postman swats at him with his hat .Bill hangs his head . The Postman digs through his pack . He removes an old Tupperware container and replaces its contents - a tiny sheaf of litmus papers and several small bottles - with stream water . He adds a few drops from each bottle . Swirls it around . Then dips a tiny strip of paper into the water . The paper turns a vivid purple . The Postman is dubious .Bill drinks .The Postman takes his carbine and a burlap sack and crosses to the 76 Station . An old extension ladder on the ground . The pole holding up the 76 ball has a 30 - degree bend in it , like someone once tried to pull it over . Beyond the 76 ball , the sun sets - but we here in the 20th Century have never seen such a wild riot of color before . The Postman tries the station door . Locked . Smiling ironically , he steps in through the blown - out window .

A shambles . The Postman kicks around the table . He finds a few beat - up CDs , flips through them . Reads the label .Tossing it , he turns , stops . There , resting on a pile of trash is a bashed - in portable TV . The Postman smiles .He steps over , switches on the set . Nothing happens , but The Postman pretends just the same . He mimics static , then :The Postman stops suddenly . Click .The Postman stares at the blank screen a moment . There 's a sudden , panicked RUSTLING from behind the service manager 's desk . The Postman wheels around , raises the carbine .Sudden MOVEMENT . The Postman shouts in surprise as a Doe dashes out from behind the desk . Scared , it bounds back and forth between the walls . Then freezes in the corner . The Postman sighs in relief , lowers the carbine .The doe bolts for the window and runs right into Bill . Bill has a conniption fit . Investigating further , The Postman spots a cigarette machine . The front glass is smashed and all the slots are empty . But he looks down to the lock at the bottom . It 's intact . He pulls a crowbar from the sack , crouches by the machine and digs the pry into a seam and pulls . The panel bursts open to reveal four half - open cartons of cigarettes . He does n't believe it for a second . Then :

Embers of a campfire glow . The Postman is asleep , the carbine in reach . BILL BRAYS and nervously stamps his hooves . The Postman reaches for the carbine only to find the barrel of a shotgun pointed in his face . Three BANDITS ! Hard - eyed and ugly . One , barely 20 , is mostly just ugly . The Postman looks down the barrels of a shotgun , a rifle and a revolver . The LEAD BANDIT kicks the carbine out of reach .The Lead Bandit pokes at The Postman 's shoulder with the muzzle of his rifle . The Postman knows why .The Lead Bandit pokes again . Harder . The Postman opens his shirt , reveals his bare left shoulder .They just stare at him , none saying a word . Creepy .The third BANDIT , a HULKING brute , has been quiet .The Hulking Bandit , raises his shotgun . The butt end . He 's going to bludgeon The Postman to death .The 76 ball is twenty feet above the ground . In the gloom you can just see a hole has been punched through the side .The Lead Bandit swats Bandit # 20 upside the head .The Lead Bandit is about to smack Bandit # 20 again - then he sees the logic out of it . The Postman shakes his head , but is n't that convincing .

No, no. I ca n't. I like it here. I like being a part of something.

The ladder set against the bent pole . Prodded by a shotgun , The Postman climbs , disappears through the hole and into the tilting 76 ball .

Full of The Postman 's earthly possessions . Trick is , how to save them and his life at the same time . He spies an old wrench : remnant of an attempt to remove the rusty bolts holding the ball in place . An idea begins to take shape .BANDITS There 's no answer . The Bandits eye each other nervously .76 BALL The Postman grabs the wrench , starts working one of the last two rusted bolts . As it starts to give .BANDITS The Lead Bandit takes a cautious step back .The Hulking Bandit picks up the carbine and aims . CLICK . It is n't loaded . The Hulking Bandit tosses the gun aside , pulls a knife from his boot . Grimly , he begins to climb . 76 BALL Cramped , The Postman 's busy at the base of the ball , trying to unscrew the last remaining bolt . It wo n't budge . LADDER The Hulking Bandit has only a few more rungs to go . 76 BALL No good . Time 's up . The Postman starts rocking the pole . LADDER The Hulking Bandit has reached the opening - feels the rocking motion . Hangs on . 76 BALL Knife in hand , the Hulking Bandit looks inside . At that instant , The Postman rocks the pole one more time . The rusty bolt is not enough to keep the ball 's full weight in place . It pops . The ball is frozen for an instant before going with the pole 's tilt . LADDER The 76 ball drops off the pole , rolling over the Hulking Bandit 's back and down the ladder 's incline . The other Bandits dive clear as the 76 ball hurtles past . THE POSTMAN whips head over heels as the ball speeds away . FIELD The 76 ball launches off a dirt berm , but soon comes to a stop as it slams into an old utility pole and bursts apart . Fighting the vertigo , The Postman staggers to his feet .Bill bolts from the station as the Lead Bandit raises the RIFLE and FIRES at The Postman . Losing balance , The Postman lands on his butt just before a bullet splinters the utility pole above his head . Wobbly , he tries to gather his packs . The Bandits charge , quickly closing the ground , but Bill is there first . Holding as much as he can , The Postman heaves himself over Bill 's back . As the mule gallops away , the Lead Bandit aims the rifle . He 's got The Postman in his sights . He 's about to fire when - Bandit # 20 stands up INTO the SHOT . He 's got a fistful of cigarettes in each hand and he 's laughing like a hyena !

The Postman sits on a rock , holding Bill 's halter so the mule must face him . They are in the midst of an argument .The Postman pries his mouth open . Taking a toothbrush , he tends to Bill 's teeth , then gives him an appraising look . BILL BRAYS .The Postman leads the mule down the hill toward the town far below . Making his case all the while - even as BILL BRAYS in protest .

A patch of mud . In the center of the square fifty townspeople stand before a plank stage where The Postman wraps up a performance of MacBeth . He plays it with a mis - remembered gusto the people enjoy . Children especially are enamored . A heavily - muscled man , WOODY , lingers on the fringe of the crowd - watching The Postman with inscrutable intensity .He looks off stage for someone , but no one appears .Bill trots on - stage . Covered with twigs , BILL is Birnam Wood . He BRAYS lustily . The audience laughs in delight . The children clap . Only Woody seems unaffected . The Postman grabs two wooden swords - he knows it 's going well .Shaking off the twigs , Bill takes one of the swords in his mouth . The two of them dash back and forth pretending to fight off an imaginary attack . Finally , The Postman looks out at the audience , remembers the words the best he can .The audience erupts in applause . But Woody stands still as stone . The Postman takes a bow . Even Bill does a cross - legged dip . Knowing when to quit , he steps off the stage to many hearty handshakes . Woody watches his every move . MRS. THOMPSON , one of the town 's leaders , steps up . She 's accompanied by crotchety old CURMUDGEON LARRY .The Curmudgeon is still clapping .Before she can answer , a SENTRY cries .All eyes look down the road leading into town . A raiding party of Holnist Cavalry are on their way in . Mrs. Thompson sees The Postman 's concern .The Postman gathers his stuff , slings packs onto Bill . The forty Holnists in orange and black uniforms ride in . They 're armed with mostly pistols and rifles . Some carry bows , knives , spear guns and swords . On their bare shoulders , branded into the flesh - the number `` 8 . '' Out front , always leading by example is , GENERAL BETHLEHEM . Tough , smart , merciless with style . Commander of the United Clans of Holn . Nothing escapes his eye . A little behind him is the mysteriously silent Colonel Getty , second in command . The Postman , finished packing , begins to move from building to building - careful not to attract any attention .The Postman freezes , turns , is relieved to find Bethlehem 's not talking to him at all . The General looks down from his horse at children playing an impromptu game of `` Birnam Wood . '' The children stop , stare at their feet . Bethlehem affects a `` kindly '' smile to accompany his gentler tone .Meantime , The Postman continues his surreptitious escape . The MAYOR hurries forward to greet Bethlehem .One BRAVE BOY finds his voice , barely .Head down , The Postman makes for `` the back way . '' But it 's guarded by three daunting Holnist soldiers . No getting by them . The Postman does a quick 180 , goes back the way he came . Bethlehem looks at the frightened townsfolk .The Mayor nods in acquiescence . Bethlehem looks to a Holnist officer . The officer , IDAHO , steps up and addresses the town .The Holnist soldiers fan out , prodding any likely or unwilling candidates forward . The Postman is now walking behind Bethlehem . Some of the Townspeople cast him a furtive glance as he makes his way toward the open courtyard and , ultimately , the gate out of town . Three conscripts are hustled before Bethlehem . He looks over the first - Woody . Smells him . Not much of a decision here .The second - a thin teenager . Bethlehem feels his arm , turns his head from side to side .The third - an innocuous man . Or so we think . Bethlehem stares hard at his olive skin , traces a finger over the bump on the man 's nose .Soldiers shove the man back into the crowd . The Brave Boy that was playing Birnam Wood allows himself a tiny smile when he sees that The Postman might make it .Bethlehem notes the Boy , turns to see the object of his attention , and spots The Postman leaving out the front gate .Idaho and another soldier are on it . The Postman tries to back away as the two dismount and come toward him .But Idaho and the soldier are n't programmed for explanations - they grab him .Idaho silences him with a rifle butt to the head . Everything falls OUT OF FOCUS

When I was young, I tried to be an actor. I was awful. But now I wo n't die thinking I was the worst one.

It's just a game, General Bethlehem. Something they saw in a play. No harm in it.

You should know, sir, we have n't nearly stocked the game we thought we would.

I'm taking three conscripts from each town. They will have the honor of serving in the Holnist Army until such time as I see fit.

All men between 15 and 50 and of suitable ethnic foundation are required to show themselves now.

You'll need to put some meat on, but I like an impressionable mind. Acceptable.

Welcome, gentlemen, to your new life. You have been born again as soldiers in the army of the United Clans of Holn. The strong have been sapped by the whimpering propaganda of the weak. Men, strong men, have been denied their destiny. You men have been saved from that fate. Redemption is within your grasp.

Is there any question in anyone's mind that I was talking to you? Yes, you. You look like a dangerous man. Are you?

I know who Shakespeare was. ` Cry `` Havoc!'' and let slip the dogs of war.'

You're pretty good. You're also a fighter. I see it in your eyes.

You're right. You're not a fighter. But you will be. I'm giving you a chance at a life that means something. A life worth living.

The laws of eight, gentlemen. That is the legacy handed down to us by Nathan Holn.

These are the laws that we live by. The eight is our symbol. Each man will bear it with pride.

Law Three : Mercy is for the weak. Four : Terror will defeat reason. Five : Your allegiance is to the clan. Six : Justice can be dictated. Law Seven. Any clansman may challenge for leadership of the clan. Does any man here wish to challenge me?

You will get out of this army what you put into it. Work and you'll be fed. Fight and you'll be respected. Die and you'll be remembered. It's up to you.

They're yours. A solitary man, are n't you? Binoculars. To watch life from a distance. And Shakespeare. To read about it instead of living it.

If he wishes to rise above mere thuggery, a military commandeer must be classically educated. Philosophy, history. Even a sense of the dramatic.

Do you know what I did before the war? Do you think I was in the army? I sold copying machines. I was a salesman. The talent to lead men and devise and execute a battle plan were locked away inside me.

If Nathan Holn had n't come along, I'd still be selling copying machines. Can you imagine the wasted life? Can you imagine the magnitude of it? But war. War gives men like me a chance.

Here. ` The prize is often left unclaimed. Have the courage to grasp it. For fortune always favors the bold.'.

I have a design for the future. A master plan. I'll need able officers to carry it out. You have the intelligence. If your heart matches, you'll go far.

In the water. Come back without him and you and another man will die in his place.

Tell the Sheriff I want to be introduced. She does not belong in a mudhole like this.

A feudal system. Like the Middle Ages. With lords and vassals. That's you and me. Those lords, they had some ideas. If a vassal got married, it was the lord's right, his right, to sleep with the bride on the wedding night.

Sorry, but I was n't invited to the wedding. Now, you've already done me one favor, son. Do n't let this be a black mark on an otherwise perfect record.

We'll be civilized about this. I want you to give me your blessing.

Ca n't? I'm tired of ca n't. We had a great nation once. Do you know what made it that way? I can! Till the weak came along. The' I ca n'ts' destroyed us. But I'm going to make us strong again. I'm going to be the father of a new nation.

The Romans had an expression they used to scare their children. ` Hannibal ad portas!' - Hannibal is at the gates. Do you know who Hannibal was?

The restored United States. Do these people really believe that shit? Who are you really?

I was at the Battle of Georgetown. I watched the White House burn to the ground. Do n't try to sell me on any restored U.S.

Appreciate your offer, Postman. Problem is, you're in no position to negotiate. These people made it through the bugs and the riots and the three year winter. But they're not going to survive you.

Give the people back their hope and their dreams wo n't be far behind.

A military man, especially a commander, should keep a journal. After he's gone, it's the only real defense against the slander that arises.

No. Let it stand. All by itself. So it can remind them what it cost them.

You feel it too, do n't you? Did n't have to end like this, Sheriff. He knew where I'd be if he wanted to face me like a man. Instead, he's hiding like a rabbit. So much for your Postman.

` Bethlehem. This letter is my testimony to the fact that there is no restored United States and there is no Postal Service.'.

` My carriers are returning home. In exchange, I'm asking you to let them be. The Postman.'

This will never be over. It'll go on except I'll be fighting a goddamn ghost.

No, I wo n't fight a ghost. Tabula rasa, gentlemen. A clean slate. I want all mail carriers hunted down. I want The Postman found. I want him dealt with.

Only thing worse than a coward is one who ca n't count. Lieutenant, do yourself a favor. Die well in this battle. In my army a deserter's life is a brief and unpleasant one.

Bring him up. I want this postman to see how the game is played.

Great men are made by other great men. Patton had Rommel. Grant had Lee. But I get you.

You're not a Holnist. You're not a member of the clan. You do n't have the right.

I study people. I know your problem. Do you know why you ca n't fight?

You have nothing to fight for. You do n't care about anything. You do n't value anything. You do n't believe in anything. That's what makes me better.

Would I had bestowed that time in the tongues that I have in fencing, dancing and bear - baiting. Oh, had I but followed the arts.

With what? We got five guns maybe 20 rounds of ammo in the whole town! How do we fight them with that?!

All right, girls. We're gon na run. Twenty miles. With packs. You got three hours. Everybody makes it. Or nobody eats.

A godawful animal. The sterile offspring of a horse and a donkey. Can you imagine that?! There's no room in this new world for a bastard like that.

Any man last in line ai n't hungry enough. You show up last, you do n't eat!

You see Colonel Getty? Always following the General? He's the only man who ever challenged. Fight lasted six seconds, but the General did n't kill him. He cut off his tongue and he cut off his balls and old Getty's been following him like a dog ever since.

The General do n't see it, but I say you got some nigger in you.

Those men hunted themselves a lion this morning. Must've been a zoo around here before the war. Anyhow, they shot him and he crawled into that thicket. A third man went in after him. We do n't know if he's dead or alive. I need a volunteer. Someone's got ta go in and get our boy out.

Spread out in the valley is General Bethlehem 's Holnist Expeditionary Force . A five hundred - man army enjoying all the comforts a bivouac can offer . 19 head - shaved CONSCRIPTS , including Woody and The Postman , are held in a cramped , barbed wired pen . They watch as three more are shoved inside . One of them is Bandit # 20 . He and The Postman come face to face , recognize each other .The Postman steps toward him , Bandit # 20 backs off quickly .General Bethlehem approaches on horseback . Colonel Getty follows behind . Bethlehem looks his new recruits over . Dismounting , he enters the pen and walks among them .He starts down the line , looking the men over . He stops in front of a GANGLY RECRUIT . The Postman is alongside .Bethlehem regards him benevolently .Bethlehem says the lines boldly , encourages his men to clap for him . He looks at The Postman expectantly . Finally .Bethlehem nods . The Postman thinks a moment .Bethlehem looks at his men as if to say , `` Is this all this guy 's got ? '' Bethlehem eyes The Postman ; he wants a contest .The Holnists clap , they know their General can best this guy .Bethlehem claps The Postman on the back .The Postman does n't answer . Hesitant , he does n't want to get into any more trouble than he 's already in .Bethlehem sounds sincere . He seems like a good guy .The Postman doubles over as Bethlehem hooks a fist into his gut . Bethlehem clubs him in the head , dropping him to his knees , then digs a boot into his side . The Postman goes down .The Postman gasps to catch his breath .The Postman staggers to his feet . Blood trickles from his nose as he stares across at Bethlehem .Bethlehem looks to Getty . CLICK . Getty shoves a PISTOL is into The Postman 's ear . The Postman reluctantly raises his fists . Bethlehem gives him a satisfied nod .The Postman takes a tentative step forward . Bethlehem drives him back with a flurry of blows . The Postman is dazed , nearly out on his feet . Bethlehem holds him up .That said , Bethlehem delivers one last blow to The Postman 's face . Everything goes BLACK .

A brutal REVEILLE BLASTS the sleeping conscripts awake .The Postman comes to . He licks his dry , blood - caked lips . A sudden movement startles him - it 's Woody , shoving him a battered cup of water . It 's like he 's been keeping watch . The Postman is surprised , a little suspicious , and very grateful as he gulps the water down .Woody shakes his head `` no . ''Woody and The Postman scramble to fall - to with the other conscripts . Idaho surveys the ranks .

The words you said in town. About the wind blowing. And the rest. Say it again.

A COOK dumps a scoop of gristly , gray meat into each mess pail as the conscripts wait in line . They fall to ravenously , too hungry to taste how bad it is . Idaho supervises .The line has almost passed . Just The Postman left and Bandit # 20 bringing up the rear . Idaho looks at The Postman , addresses the COOK .Probably Bill - and The Postman knows it . He stares in revulsion at the putrid meat ladled into his pail .Bandit # 20 holds out his pail . But the cook wo n't fill it .Bandit # 20 steps away in disbelief . Not knowing what else to do , he sits down beside The Postman , the only man with food who is n't eating .He holds his pail out to Bandit # 20 .Lost in despair , The Postman stares out at the skewed palette .

The conscripts stand at attention under the guard of Idaho and two other soldiers . To their right is a dead oak tree . Behind them , three rows of folding chairs . Two figures approach . Bethlehem and Getty . Getty carries a sheathed sword . Bethlehem surveys the troops - taking no more notice of The Postman than anyone else .At the mention of this name , the RECRUITS shout as one .Getty looks over at him . He heard him . The Postman swallows hard . Getty stares hard . Then he turns away . He 's not going to bust him on it .Bethlehem nods at Idaho who pushes up his own sleeve to reveal the branded 8 .The men move to sit in one of the three rows . Only then does it become apparent that there are 18 men and only 17 chairs . One SLOW RECRUIT is left standing . It does n't take him long to realize that he 's in trouble .The Slow Recruit moves to do so .Idaho and another soldier step up beside the Slow Recruit .They hustle the Recruit to the tree . Idaho unslings a coil of rope , throws it over a tree limb . They quickly slip a loop over the Slow Recruit 's ankles and haul him upside down into the air .There are no takers .The conscripts stand like jackknives snapping open . Without a word , without a look - Bethlehem reaches out and draws a sword from a sheath that Getty holds . Bethlehem steps to the Slow Recruit - who slowly twists around .Bethlehem raises the sword .THE POSTMAN As the sword finds its mark . Bethlehem looks at him , but addresses all .Bethlehem turns and walks away . Getty following behind . The Postman watches as they go . Idaho steps up to him .The Postman looks back to see Bethlehem and Getty disappear into the gloom . Idaho grins , likes how this affects a new man . The Postman moves on . Idaho stops Woody as he passes .Woody clenches his jaw , but wisely does n't answer .

Rain as the army moves . Boots suck at the mud . War wagons heave out of ruts . A monster gun is mounted on an old John Deere semi , pulled by a team of ten horses . The conscripts fill the middle ranks , each bearing a heavy pack . Marching beside Woody , The Postman stares blankly ahead . The cry to halt . The conscripts unsling their packs , catch their breath . Idaho pulls The Postman out of line .

Bethlehem stands before a painter 's easel , palette in hand . He 's got a mirror set up so he can see his reflection . He 's doing a self - portrait in the tradition of the great Dutch Masters - but it 's a dismal failure . He continues painting even as Idaho leads The Postman in . Idaho salutes , steps back . For a moment , The Postman does n't quite know what to do .Bethlehem wants an answer . The Postman clears his throat .He picks up Finding A Way to Win by Nathan Holn . A 20 - year - old self - help book .He turns to a dog - eared page in the book .The Postman leaves . Idaho stands at the ready .Idaho leaves . Bethlehem goes back to his painting . He considers himself in the mirror . After a long stare - down , he shouts :

The Postman rejoins the conscripts . Bandit # 20 slides over .Troubled , The Postman does n't answer . He heads for a corner where Woody stands alone . Relentless , Bandit # 20 follows .They reach the quiet corner ; it 's just the three of them .Bandit # 20 looks scared , Woody unreadable .The Postman ca n't believe what Bandit # 20 just said . Bandit # 20 turns , hurries away . The Postman looks to Woody who does n't tip his hand either way . He moves away as well .

The conscripts break camp . Hot work . Glistening with sweat , The Postman stops to stretch . Across the way , he sees Bandit # 20 talking to Getty . Getty glances at The Postman who returns to work , watches under his eyebrows as Idaho joins the group . There 's trouble brewing here . Worried , The Postman looks to Woody , who watches the exchange as well . He is , as usual , inscrutable .

The river is swollen and swift from the spring thaw . Marching along the east ridge above it , the army is given the order to halt . The Postman looks ahead to where Idaho confers with Bethlehem . Something 's wrong . They look to where : Two carbine - toting soldiers stand alertly at guard by a thicket across the river . A rotten wood and rope bridge spans the space between the ridges . Idaho rides to the conscripts :Idaho points to the thicket as he proceeds down the line .No volunteers , except the zealot Bandit # 20 .Idaho ignores him , stops in front of Woody .The fix is in . The Postman steps out of line . Idaho 's about to hand The Postman a carbine when -Bethlehem nods to Getty . Getty takes a hunting knife from a belt - sheath and tosses it , blade first , into the ground between The Postman 's feet .Hefting the knife , The Postman stares at the west ridge .The Postman looks to Bandit # 20 who stares back defiantly .Bandit # 20 ca n't contain his giggling , so Idaho backhands the sound out of him - then looks back to The Postman . Grim The Postman starts forward , looks from the rotten bridge to the water and back again as he moves . All eyes on him as he starts across .

The Postman steps lightly . Far below , the river rages . A knotty plank starts to crack underfoot . Scooting off it , he takes a last look around . Continues across to .

The soldiers greet him - unholy smiles on their ugly mugs . They point him ahead , prod him forward toward a trail of wet blood which leads deeper into the thicket . Stooping , The Postman enters . The soldiers split off and track along with him on either side of the thicket .

Thorns catch and tear at his clothes as The Postman pushes his way through . He freezes . Ahead , sprawled and twisted , the mauled , bloody corpse of a Holnist soldier .Clearly he is not .The Postman heaves the corpse onto his back . Rising , steadying himself , he looks back over his shoulders at a GUTTURAL GROWL . He hurries forward . ARMY Everyone stares across the river , straining to see as The Postman emerges with the corpse on his back . ON BRIDGE The Postman starts across , hampered by his burden . He pauses , at his feet , the cracked , knotty plank .The Postman decides , deliberately steps on the PLANK . CRACK . The Postman and the corpse drop thirty feet down , disappear in the river below . The corpse surfaces first , floats in the water . Then The Postman . Farther down the river . Swimming downstream with powerful strokes . Between his efforts and the current , he 's being quickly swept away from the Holnists . As Bethlehem 's eyes narrow in fury . A RIFLE BARKS a SHELL BACK after The Postman , but he disappears around a bend in the river . Bethlehem signals to two soldiers . They start running along the east ridge toward the riverbend . Two more start across the bridge to the west - moving with military precision . Bethlehem wheels toward the conscripts , points out Woody .Woody dives in the water . Bethlehem looks to Idaho who dives in as well . Conscripts buzz with nervous excitement .He takes off running across the bridge .

A fallen tree spans the river . As The Postman is swept beneath , he reaches up and catches hold . Pulling himself out of the water , he scrambles for the west shore . He disappears into the woods as two soldiers appear . They catch hold of the tree , look to the west banking , see footprints in the mud where The Postman pulled himself out . They start after him .

Clothes in tatters , his lungs ready to burst , The Postman stops . He takes cover as the two soldiers run past . Breathing hard , The Postman steps out , starts across the clearing . He 's halfway when Bandit # 20 steps out from the trees . They look at each other for a moment .Bandit # 20 hesitates for a moment , then breaks into a grin .The Postman gestures with his knife .The Postman lunges , digs into Bandit # 20 's gut . He blinks in surprise , then sags to the ground . The Postman takes a step back . A shadow falls over him . It 's Woody . Staring down at The Postman . They can hear others approaching from the river .At that moment , Idaho and the second soldier come into the clearing . Idaho grins , relaxes his grip on his gun when he sees the mismatch between Woody and The Postman .Woody circles The Postman , until he 's facing Idaho and the soldier . Woody takes a long look at The Postman , smiles .As The Postman realizes what he 's doing , Woody flips his knife through the air and into the soldier 's throat . As Woody rushes him , Idaho raises his GUN . Idaho pumps TWO ROUNDS into Woody , but the big man keeps coming . The THIRD ROUND finds his heart , puts Woody down . Dead . But not before he lands on top of Idaho . As Idaho struggles to get out from under Woody 's massive frame , The Postman heads for the trees . Covered in Woody 's blood , Idaho FIRES a ROUND as The Postman disappears into the woods . Idaho starts after him . IDAHO Tracking . He sees a dribble of fresh blood . He touches it with his fingers and smiles . He cocks his head at MOVEMENT to his left . Smiling , hefting his pistol , Idaho moves in . More SHUFFLING . Just ahead . He 's got him now .There 's a RUSTLE of BRUSH just before a ROAR splits the air . Idaho does n't even have time to scream as the LION pounces down on top of him .

The Postman , lungs heaving , stops his climb long enough to take stock of the Army waiting on the distant river edge . Strength ebbing , he heaves himself up and continues climbing .

A chilling RAIN drills down , washing across an old forest road . Covered with undergrowth and dotted with saplings , nothing 's been down here in years . Blue - lipped and shivering , his clothes torn and soaked , The Postman trudges along . He tries to rub some warmth back into his numbed limbs , but a coughing spell wracks his body . He trudges forward , shoes heavy with freezing mud . He 's made his escape , but he wo n't last the night if he does n't find some shelter . An unnatural shape ahead , just off the road . Square . He cautiously pulls back a few branches . An old , rusted Jeep with faded U.S. government markings . Its hood buried under the dirt of an old mud slide . The Postman stoops to look through the passenger side window , comes face - to - face with death . A skeleton sits inside , the skull grinning against the glass facing The Postman . But The Postman does n't jump back . He just stares . The two heads meet halfway as The Postman 's face is reflected on the glass , superimposed over the skull . A hypothermic shiver wracks his body . The Postman tries the door , but it wo n't budge . The other side of the Jeep is buried . But seeing that the windshield is partly smashed , he clears away the debris , peels back the spider - webbed safety glass and climbs inside . JEEP Pulling the glass back down , he looks almost shyly at the skeleton , like two kids about to `` park '' for the first time .The back of the Jeep is filled with bags marked U.S. Mail . The Postman picks up a hat off the console . Oddly respectful , he runs a finger along the band over the `` Horse & Rider '' emblem . The Postman reaches , touches the embroidered American flag patch on the skeleton 's jacket shoulder . Another shiver . A moment later , The Postman is pulling the nice dry jacket off the skeleton and shoving his own arms inside . A sloshing sound . He pats down the jacket . Finds a liquor . He gives the skeleton a `` you should n't have '' look . But the cap wo n't budge . He twists , pries , bangs the neck of the steering wheel . At last it gives . He takes a long , hard swallow . The warming fire streams down his throat . The Postman grabs a random letter , reads it aloud .He starts to open it , looks at the skeleton and shrugs .Tossing it aside , he takes a drink , opens another . The words are in crayon - a child 's scrawl .The Postman turns the envelope over in his palm . A tiny tooth falls out . The Postman considers it . This suddenly is n't so amusing . He puts it back in the envelope . Shoving mail sacks aside , he climbs in the back . Burrowing in , he pulls the sacks back , covering himself with a blanket of mail . Getting warmer already , he regards the skeleton a beat as the RAIN DRUMS ON the ROOF .

Wearing the blue uniform , The Postman looks down at the fresh grave , realizes a eulogy is in order . He takes off the hat , holds it over his chest for a heartfelt moment of silence .He swallows the last few drops , then sets the flask down as a headstone . What now ?

His hair growing back nicely , The Postman has reached the proverbial fork in the road . He considers his two options : `` Pine View - 32 miles . '' Or `` Ridgemont - 220 miles . '' He looks the two roads over , thinks .

The town is protected by a tall , long palisade . Like Ft. Apache . All is dark as The Postman approaches .TWO SENTRIES appears from the gate house . They aim arrows .A moment of truth is here . Finally , with authority :More silhouettes appear on the palisade . One is SHERIFF BRISCOE , a big , no - nonsense man .An uproar . He makes himself heard above it .There 's a silent hush .Briscoe pumps his shotgun , aims it at The Postman .The Postman dumps the pack over , frantically shuffles through the letters .He fumbles for the last letter . Briscoe takes aim .There 's an absolute stunned silence . Like a switch was thrown .

Just head back the way you came. Pine View ai n't buying, ai n't listening and do n't give charity.

Johnny's real impressed with you. Whole town's real impressed with you.

You can clear out. Or I can throw you out. Either way suits me fine.

You're not authorized by shit. You're nothing but a drifter who found a bag of mail. And I want you out of my town.

These people do n't need dreams, Mr. Postman. They need something real. They need help with the goddamn Holnists. Are you going to bring them that?

Did n't think so. All you cost us so far is a few bowls of soup and maybe later a few broken hearts. I aim to keep it that way. You can stay till morning. Then I do n't ever want to see you again.

Man came through here. With mail. Said he was a postman. Said the government had been restored back east.

The crowd parts as everyone turns to look back at IRENE MARCH . Mrs. March , in her late 50s , is blind , her eyes clouded by cataracts . In disbelief .The sense of hope is palpable as the gates are swung back . Two TOWNIES hurry Mrs. March out to meet The Postman . They 're followed by a throng . As he sees she 's blind .Too late now . They stop Mrs. March in front of him . She stares off just to his left , a little afraid .He presses it into her hands , but she wo n't take it .The Postman has little choice . As he opens the envelope .Excited , the people move closer . Someone holds up a torch and The Postman starts .Mrs. March reaches out a trembling hand to take the letter .The populace erupts with excitement . Mrs. March takes The Postman 's hand , clasps it tightly .The Postman pulls his hand back , rejects the title .An almost awesome silence . Too much for The Postman .The townspeople welcome him with cheers . The Postman raises a silencing hand . As they quiet .Only The Postman laughs . No one else reacts . Briscoe watches dubiously from the wall as the people surround The Postman and sweep him through the gates and into town . One couple watches The Postman closely as he makes his way into town . She is ABBY - a sweet - faced , pretty woman . Her husband , MICHAEL , is a decent - looking sort , tall and strong .

It's to my daughter Annie. She left five years ago. She was only fifteen. The last I heard, she was living up north.

A freestanding tub has been set up , water `` bucketed '' in . The Postman luxuriates in his first hot bath in years and sings a familiar tune to himself .

FORD crosses the parking lot of an abandoned motel . He 's a black kid , maybe 16 , too young to remember any other life but this . He carries The Postman 's uniform on a hanger .

The Postman looks up at a KNOCK . Ford steps in . Like most kids , he needs a hero . Holding up the uniform , he just found one .The Postman just nods , hoisting himself out of the tub and hurriedly wrapping a towel around himself .Hoping to impress , Ford reaches into a pocket , pulls out a worn , creased flyer for a `` Ford Lincoln Mercury '' dealership . Ford finds The Postman just staring at him , waiting for the uniform he 's still got in his hand . Embarrassed , Ford quickly hands it over .

Used to be John Stevens, but I changed it on account of I want to drive cars.

I live in that car. A 2003 Pontiac Sinatra. With a nine - banger and a Q - eight.

A buck seventy - five? I thought maybe I could fix some of them up. It's nothing compared to what you do.

Not anymore. That was kid's stuff. This is real. So, where's the right place?

These are going to Blue Jay. About twenty miles east. I thought I could take them.

Gather ` round, everybody. Got another letter here. Came in last night.

I'm here in Minneapolis with President Starkey, but my thoughts are with you. Remember, nothing worth doing can be done overnight. Keep your chins up and do your best not to get shot. Signed, The Postman.

We bring all the mail here first. We sort it, group it and then it goes out. So far we got thirty routes.

Bethlehem is offering a 1000 pounds of gold to whoever brings you in. Dead or alive.

The Holnists we killed. You told me to bury them. But I did n't. I sent Bethlehem the bodies.

Bullshit. They're dying because of Bethlehem. They're dying because this is a shitty world. And if we're ever going to change it, then somebody might have to die. If I could make it be me down there I would. But I ca n't.

If this is the end. If this is the last piece of mail that ever gets delivered. I'll take it.

Ford leads the way as they leave the motel behind . The Postman looks good in his uniform . They cross a parking lot where five partly - stripped cars have been sitting for years . There 's a potted plant outside the driver 's door of one .This is the last thing he expected to hear out of this kid 's mouth . A moment , then .Ahead , people are gathered inside an old Foster 's Freeze .

The townspeople fill the booths , line the walls . They talk excitedly amongst themselves , break into spontaneous applause as Ford and The Postman enter . The Postman is surprised , uncomfortable at this display . But then he sees that a banquet has been laid out on the counter . The centerpiece is a huge vat of steaming stew . The PEOPLE clear a path for him .Startled , The Postman does n't quite know what to say . They seat him at a table - but the food looks miles away .But these people wo n't be denied . Finally .There 's warm applause at that . Several people try the expression out on each other .Ellen sets a steaming bowl of stew in front of The Postman . Famished , he digs in .The Postman tries to speak through a mouthful of food .That 's sure good news to everyone . But .The Postman looks at the desperate faces - he 'd rather get back to his meal - but this may be the most important question of all . He does n't want to lie .A clamor of Holnist questions .The people nod and The Postman finally gets to eat . He catches sight of Briscoe watching him from the door . After a moment , Briscoe leaves .

And the Holnists? They're still out there. What's the government going to do about them?

A band plays an odd array of instruments . There 's dancing . The Postman sits behind four empty bowls . People watch him eat like it was a religious experience . He pushes back the fifth bowl .He 's cut off by the sight of a silent , little boy . The kid 's looking up , staring intently at something .The boy just stares .The boy nods . The Postman shakes his head and smiles to himself . He takes off the cap , sets it on the kid 's head .The boy 's eyes go wide with wonder . His stock 's gone up 1000 % . Before he can rush off to impress his friends , ELLEN - his mother - steps over and gently chides him .The boy carefully removes the cap , hands it back to The Postman . Ellen smiles gratefully and gently guides her son away . The Postman shrugs , turns to find Abby , the pretty woman we saw at the Pine View gates . She smiles at The Postman .He laughs . Abby says nothing .Abby holds out her hand like a promise .DANCE FLOOR Abby and The Postman dance . She keeps looking him over .The Postman smiles . She 's odd , but beautiful .He shakes his head `` no . '' They continue to dance .Stunned , The Postman stops dancing . Abby takes this moment to grab Michael .Abby takes Michael 's arm , introduces him proudly .Michael smiles , shakes hands with a grave - digger 's grip . The Postman does n't know what to think .The Postman just stares at them . Abby looks to Michael .The Postman excuses himself with a nod and turns away , shaking his head at the strangeness of this new world . But no rest for the wicked , as soon as he 's free from Abby and Michael , he 's running smack into another group of well - wishing TOWNIES . Mrs. March is among them . She 's holding an envelope .The Postman swallows hard , looks from the envelope to the faces around him , to Mrs. March . She looks blindly back . How can he lie to her ?But she stops him , grabs for his hand .Her hand leaves his and she disappears into the crowd . She 's left him with her letter and no choice at all .

I do n't mean to be nosy. I'm only asking because I want you to make me pregnant.

We've been trying to have a baby for three years. We ca n't on account of Michael had the bad mumps when he was twelve. So we need a body father. We could ask a man here, but it could cause trouble. I've seen it happen. Things go okay until the woman starts to show. Then it can be bad. But you'll only be around once in awhile with the mail.

Everybody's up late writing letters for you to take. We're not supposed to waste candles like that, but they're so excited.

Look, there's something you'd better know. You're going to find out soon enough. I'm pregnant.

He tried with me almost every night. He could n't do it. So he beat me. Said it was my fault.

I'd appreciate if you'd walk with me long enough to find someplace safe for the baby. Then we can split up.

I've heard people talk. I've heard lots of names. Bliss. Hesperia. New Eden. Sheriff Briscoe says it's a fantasy.

Ford does n't know what it means to be a kid. He does n't have your memories. None of them do. All they've got is the lousy world we gave them. And this is the only decent thing in it.

There used to be a postman for every street in America. They wore uniforms. And hats. Like this one.

My postman knew the name of every kid on my street. He knew our birthdays. He'd even find the baseballs you'd hit down the street. I can still see the smile on his face. The tip of his cap - when he had a letter in his bag with my name on it. Mine always came just after school. You could set your watch by him. Unless you were waiting on something special - like a present from somewhere far away or a letter from your sweetheart. Then it seemed like he'd never come. I used to think they could make time stand still.

I do n't think we ever really understood what they meant to us until they were gone. Getting a letter made you feel like you were part of something bigger than yourself. No place was ever too far away for the postman. So nobody ever had to be alone. The postman was someone you could count on. Things just made more sense when they were around.

That's the kind of world we used to have. A world a lot of us took for granted. And now we've got this one. And it makes me wonder - what kind of world do I want my child to live in? I want my child to live in a world where hopes and dreams are n't just lies you tell yourself to get through another day. I want my child, and I want my friends - I want all of us to live in a world where you still get your mail.

Michael was the best man I ever knew. I never thought there'd be another man I could love the way I loved him.

I do n't know why I've been so blessed. And I've tried to find a way to be thankful, but I swear, if I lose you.

I do n't know, but I believe in you. You have a gift, Postman. I saw it back in Pine View. You made Mrs. March feel like she could see again. You made Ford feel like he was part of the world. You give out hope like it was candy in your pocket.

When you come back, we'll be waiting here for you. So you can take us to St. Rose.

Your daddy wrote to tell you that he'll be here as soon as he can. And that he loves you very much.

The Postman moves through town . The streets are deserted . He 's got his pack on , his mailbag . He passes a 7 - 11 converted to a blacksmith shop . There 's a horse tethered to the railing in front of it . He grins ; maybe he 's going to make it out of here after all . As he starts to move toward the horse .An OLD MAN sits on his porch across the street .The Old Man winks knowingly , then heads inside . As The Postman turns the corner , he finds himself in front of the post office . An old brick building . Chiseled in the granite facing : `` UNITED STATES POST OFFICE . EST. 1884 . ''

Long ago stripped , it still has a proud , official , almost holy feel . The Postman wanders in , stops to read the credo calligraphied on the wall . `` Neither snow , nor rain . '' He turns at a SOUND . Ford is here , leaning against a wall .Ford nods . A sage sixteen - year - old .Ford raises his right hand , palm out , ready to take the oath . It takes The Postman a moment to realize .This response strikes a chord . The Postman sees how badly Ford wants something to hold onto . He sees himself .The Postman looks up at the creed on the wall . Finally .They shake hands . The Postman does n't realize , but this is the most important moment in Ford 's life .Ford 's intensity takes The Postman back . But the moment is broken when .Ford bristles at `` Johnny , '' looks to The Postman .Ford exits .Briscoe exits , leaves The Postman alone in the post office .

Neither snow, nor rain, nor heat nor gloom of night stays these couriers from the swift completion of their appointed rounds.

The Postman arrives home . He pushes open the door , knocking over a stack of letters that have been shoved under the door . He gathers them up , flips through them . They 're written on scraps , the backs of pictures , on handkerchiefs and homemade paper . They are n't old . They 're brand new . Shaking his head , he closes the door . The Postman has no sooner done so when there 's a KNOCK on the window . He looks over at a woman . She shrugs , smiles , holds up a letter . The Postman sighs ; he 's trapped in here .

CAMERA STARTS ON a man with a string - tied package crossing the streets and DRIFTS TO the abandoned car where Ford lives . He 's home . ON FORD Concentrating , Ford holds a needle and thread and a piece of cloth on which he 's drawn an approximation of the post office shoulder patch . By moonlight he embroiders it in . Not exactly work you 'd pay money for , but not bad either .

~ from the previous scene . It 's on the table with a growing stack of mail . The Postman is in bed , trying to sleep . But it 's hard - coming . He laces his fingers behind his head , stares up at the moon through a hole in the wall . A KNOCK at the door .There 's a pause . And then , ANOTHER KNOCK .The door opens . Surprise . Abby stands in the doorway , her hair held up by an old red ribbon . He sits up .Abby laughs . The Postman is charmed .The two of them just look at each other a moment . Abby fingers the ribbon in her hair .A beat . Abby lets her shift drop to the floor , then slides under the sheets alongside him .They lie there awkwardly for a moment . He looks at her .She shushes him , covers his mouth with her hand .He nods he understands . She stares into his eyes .The Postman closes his eyes . Abby slides her hand away from his mouth . And as they start to make love .

The Postman wakes , reaches for the warm body that was there last night . But Abby is gone . All that 's left behind is her red ribbon . Wistful , he picks it up .

The Postman exits . In uniform , his bag slung over his shoulder . He starts then stops short . Only now do we see most of the townspeople have silently assembled here . They 've been waiting for him , starving for him . Ford steps up , hands him another fresh packet of letters . The Postman sees that Ford hangs on to four or five .The Postman scans the crowd . Looking for Abby maybe ?Briscoe rides up , regards The Postman sternly .Some of the town 's CITIZENS lead up a saddled mare .He ties his mailbag to the saddle , swings himself up .`` 8 . '' Everyone 's quiet a moment . They shift uncomfortably . The Postman looks out at the crowd . They crave hope . He should probably just keep his mouth shut .The people consider him and then each other . By God , they do feel hopeful . Suddenly , Ellen , her little boy by her side , begins to sing . It 's weak at first , but one - by - one the others join in . Soon the whole town is singing :The Postman looks around . They sing their hearts out . The guilt is overwhelming . He digs his heels into the horse 's flanks and rides out of town .

Now do n't say no. A man on horseback can cover ten times the territory of a man on foot.

` Oh beautiful for spacious skies, for amber waves of grain. For purple mountain's majesty, above the fruited plain. America.'

People line the top as The Postman and Briscoe ride out . The strains of `` AMERICA '' still in the background .The Postman does n't rise to the bait .Briscoe reins up - he 's gone as far as his duty commands .The Postman tips his cap and continues riding by `` Pine View - Population 132 . '' Briscoe watches a moment , then calls after him :The Postman continues . Caught in an inner turmoil , Briscoe reaches into his pocket , and pulls out a letter . He turns it over in his hands , looks off at The Postman .Briscoe urges his horse forward , catches up . He hands The Postman the letter , then rides back for town . The Postman watches Briscoe . The people lining the wall . And he realizes just what effect he 's had . There 's nothing to do , but shrug his shoulders and ride . Strains of `` AMERICA '' still ECHO hauntingly OVER :

A green and lavender sunset . In the middle of nowhere , The Postman rides , chewing a piece of jerked beef . He flips through some of the letters entrusted to him .He considers the letter , looks around as if someone may be watching . He just begins to tear the corner , then stops .The HORSE SNORTS . Smiling , The Postman shoves the envelope into his bag . As he does , he finds something else . The red ribbon . He runs it through his fingers , thinks wistfully of Abby . Then , like a knight of old representing a lady 's honor , he ties it to his mailbag and rides on .

Abby 's washing clothes with a tub and washboard . Waging war on dirt . Michael leans against a tree , watches Abby at work until she notices him . She wipes the sweat from her brow , tries not to smile .He steps over and they 're in each other 's arms . This is love . But as Michael kisses her , we hear a familiar alarm :

Led by Bethlehem and Getty , the soldiers ride in . Something about the citizens disturbs Bethlehem .Bethlehem reins in across from the post office . Someone has hung a tattered old American flag .No one answers . All heads are down now .

Ford is sweeping up . The place looks almost presentable . He stops when he hears Bethlehem calling once more for the responsible party . Ford starts forward . Suddenly Briscoe is blocking his way .Briscoe grabs him by the shirt , hauls him out the back way .

Bethlehem picks Michael out of the crowd .Michael walks out into the square . One of the soldiers returns with a burning torch , gives it to Michael . Bethlehem looks at the town , then at Michael .ON MICHAEL It 's killing him , but Michael sets the torch to the flag .CRASH ! The TORCH goes through the post office WINDOW . ON FORD Struggling to get out , but Briscoe blocks his way . ON BETHLEHEM As flames grow , he takes one last look around .Briscoe steps forward , attempts to diffuse the situation .Bethlehem decides not to kill anyone , looks to Getty .The General joins Briscoe . Tears on his cheeks , Ford watches the post office burn .

Bethlehem relaxes with his officers as wagons are loaded . Michael is just passing with a sack of grain on his shoulder , when Bethlehem looks across the street - spies Abby and some of the other women sewing grain sacks shut .Michael overhears . He looks over as Bethlehem 's men nod in agreement . Michael sees that they 're talking about Abby .One of the men hurries off . It 's concern for Abby , not for his manhood that makes him step forward .ABBY Another woman has pointed out to her what 's going on . She ca n't hear what 's being said , but she watches , concerned . PARKING LOTMichael looks to Abby as she starts across the street .The SWORD WHISTLES down . Accompanied by an anguished cry :Abby rushes forward , but she 's blocked by Getty and another man . She cries out again and again . Filled with impotent fury , Briscoe squeezes out the words .Three Holnist soldiers draw down on Briscoe . Bethlehem circles , menacing on his horse .Briscoe stares down at Michael 's crumpled form . Abby wails .Briscoe might go after Bethlehem despite the odds .From out of the crowd - a voice . Ford .Bethlehem whirls his horse at the noise .Not waiting for an answer , Getty charges the crowd , knocks one of the onlookers down . A dead silence . Bethlehem frowns , thinks it over a minute .

The Holnist army rides out . Overcome by grief , tied at the wrists , Abby stumbles behind one of the wagons .

Before the smoking ruins , Ford pulls on a blue shirt , his homemade postal flag on the shoulder . As Briscoe steps up , Ford shows him a bundle of singed , but intact letters .Ford shoves the letters in a makeshift bag , then climbs onto his waiting pony .Ford digs his heels into the pony and is off in a flash doing damn near a buck seventy - five .

Mail call . The Postman stands in front of the torn screen . Hoping for glory by association , the smiling Mayor stands beside him . The ragged people of Benning clamor in front . Kids smile up at him as he calls out names :The Postman nods , sticks the letter back in his bag .As usual , The Postman is assaulted with questions .An older woman sheds a happy tear - this is wonderful news .The moment is split by a SIREN .

A long double - line of Holnist Cavalry stand in formation in front of the city walls made from stacks of crushed cars . On top , a SKINNY SENTRY CRANKS the SIREN while a CHUBBY SENTRY watches . Bethlehem rides through them with Abby in tow - her wrists tied by a rope which is looped around the pommel of Bethlehem 's saddle . Her face is bruised , her bottom lip split . Bethlehem reins up , puzzled by the apparent stall .The Chubby Sentry answers from the top of the palisade .The Chubby Sentry disappears back behind cover . Bethlehem remains controlled , but his manner becomes deadly .

They say they got a representative of the restored United States in there. They say this army is illegal. They say -

Ca n't tell what it is if you stand too close. The colors all kinda run together, do n't they?

The Mayor hurries over , The Postman following reluctantly behind . The Mayor spots the Sentries up on the parapet .

Government's restored! We do n't have to take their crap anymore!

Two Holnists scale the gates . They 're near the top when the Skinny Sentry appears . He FIRES an ARROW . Hit through the shoulder , one Holnist falls . The other jumps .

Chubby and Skinny duck down behind the safety of the walls , trading high - fives .

Bethlehem orders his men to pull back . He shakes his head , a quiet rage building . But he knows there 's no military threat here . It 's going to be a massacre .

Climbing an inside ladder , the Mayor slams the Chubby Sentry against the wall .The Mayor peers out through an observation hole . The Postman and several others join him .The Postman watches the Holnists prepare for attack .The men look at each other . Sounds reasonable enough .The look on The Postman 's face says it all .

They open enough to let the Postman ride out , then close behind him . He sits nervously on his horse waving a white flag . He 's met , dismounts and is led to a command post where Bethlehem is studying a rough map of the town .The last time he and Bethlehem were face - to - face , the Postman had a shaved head , was dressed in rags , and was covered with cuts and bruises . Bethlehem ca n't place him , but there 's something familiar all the same .ABBY watches from the flap of Bethlehem 's tent . The guard sees and shoves her back inside . BETHLEHEM AND THE POSTMAN Bethlehem flicks at the uniform flag shoulder patch .Although he wants to confess everything , something tells The Postman he has to try to brass it out .Bethlehem thinks this over .

Abby tracks the guard 's silhouette through the canvas . Her eyes search the tent - land on the cot in the corner and focus on its heavy , wooden legs .

Bethlehem has decided .Bethlehem looks to Getty and nods . Getty motions to a gunner . The MONSTER GUN is FIRED . Just as a SHELL EXPLODES against the gates -

Abby brings the heavy wooden cot leg down on the unsuspecting guard 's head .

The cavalry ride through roiling smoke into the open town . Horrified , The Postman steps forward , but rifles are on him . All he can do is watch . The Mayor is the first to go down .Bethlehem turns his attention to the battle . A CAPTAIN steps forward with gun raised .A CRACK of RIFLE FIRE . The Captain 's forehead explodes and he falls to the ground . Shocked , Bethlehem whirls for the source of the GUNFIRE . Abby ! FIRING from a position behind a supply wagon . But even as Bethlehem turns , an ARROW SINGS in and lodges in his arm . Fired from a pocket of sentries up on the palisade . Bethlehem bellows in outrage and pain . The Postman takes advantage of the moment of chaos to grab the fallen Captain 's gun . He pulls a Holnist rider from his horse and swings into the saddle . The unhorsed rider goes for his gun . But once more SHOTS RING OUT and he goes down . Bethlehem ducks as another BULLET ZINGS close . Too close .Two soldiers move forward . Suddenly The Postman 's HORSE comes THUNDERING - trampling the Holnist nearest him . The other Holnist hears , looks back , sees The Postman coming and takes aim just as The Postman brings his gun to bear . The Holnist FIRES first . We do n't see the hit . Just watch as The Postman FIRES an answering ROUND . The Holnist goes down . The Postman reins up alongside the wagon . Grunting with pain , he reaches down , takes Abby 's arm and swings her up behind him . Then digs his heels in for all he 's worth . More Holnists come on the run . They FIRE . The HORSE SNORTS in pain . He 's hit . But The Postman urges him on , heading into the woods . Bethlehem snaps off the arrow shaft and shouts :

In accordance with law eight and by the authority of Emergency Order 46, you are hereby -

Abby is concerned as the horse slows to a trot .The Postman 's head lolls forward . She feels something on her hand , pulls it back smeared with blood . The Postman 's shot in the belly . The horse is failing . Near death . We hear the sound of PURSUING CAVALRY . Abby urges the horse off the road . When the thicket grows too dense , Abby jumps down . She catches The Postman as he slides off , easing him to the ground .Abby shushes him . She pulls on the horse 's bridle to force him farther along . But it 's no good , the wounded horse goes down on its knees . And five RIDERS THUNDER past . Fooled . All but the SIXTH , who pulls up to listen . In the deep b.g. , flames lick at the billowing black smoke . The town is burning . The HORSE WHINNIES : in its death throes . Abby panics , tries to quiet the horse . The Sixth Soldier has heard the suffering horse . He draws his rifle from the saddle boot and starts into the thicket . ON ABBY AND POSTMAN The Postman lies unconscious on the ground . Abby sits beside him , rifle in hand . The Sixth Soldier appears .He hesitates at first . Then dismounts and moves toward her . Abby cocks the rifle .Moving closer still , he does n't see the BRANCH pulled back in The Postman 's hand until it SNAPS hard into his face . He stumbles back .Abby dashes out , rifle in hand . She swings for the bleachers . The butt catches the side of the Sixth Soldier 's head . He falls hard . The Postman 's eyes flutter . Dazed , he watches as Abby pilfers through the Soldier 's gear . She takes everything of value : a knife , bullets , a canteen . His eyes flutter closed .

Snowflakes swirl . Abby lays a sapling travois beside The Postman . He groans as she rolls him onto it , tucks a blanket around him . Using all the strength God gave her , Abby lifts one end , gets it high enough to hitch it to the Sixth Soldier 's horse . As Abby leads the horse away .

The snow has increased . A Holnist patrol moves down the road , disappears around a bend . A beat . Abby appears , leading the horse and travois . She crosses the road and disappears into the woods . A moment later , she reappears with a pine branch which she uses to brush at the snow , obscuring their tracks .

Riding into a blizzard , Abby leads the way up a zigzag path . A valley opens up below . The unconscious Postman lies bundled on the travois .

A little square shape just visible beyond a creek . Abby leads the horse and travois - bound Postman to it .

One room . Dirt floor . The WINDOWS RATTLE in the WIND . Snow falls through a hole in the roof . The wooden DOOR BURSTS back and Abby enters . Half - frozen , she leads the horse and the travois right inside .

A fire has been lit . The Postman lies unconscious , his shirt open as Abby washes around his wound . She pulls the shirt back to clean his chest . The material falls away and Abby stops short . There - high on his biceps - a branded `` 8 . '' She stares in disbelief .

The Postman lies on a cot below the window . He 's conscious , but pale as a ghost . Abby brings him a bowl of soup . Very thin soup . Stirring it with a spoon , The Postman smiles at Abby .She turns her back on him without a word . The Postman tries an exchange just the same .She goes about her business in silence .He takes a spoonful of soup and she comes to him .Her right hand flashes out , holds a knife up under his chin .A long beat . Finally , he swallows the soup in his mouth . The action presses his Adam 's apple against the blade .If she knows , she 's not ready to say yet .Abby considers this , The Postman 's gaze flickers down to the spoon he still holds in his hand . Taking one last stab at a joke .Abby does n't laugh . But she does relent . She steps away .

The hunting shack huddled against the south side of a low rise . Beyond the rise , a pass . But there 's no negotiating it now . It 's completely snowed in . And another storm is on the way .

WIND HOWLING in the b.g. . The Postman lies back on his cot . The little shack has been scoured clean . Abby stares listlessly at the fire . The silence is torture . The Postman tries to strike up a conversation .Abby gets up and throws a log on the fire .As the two of them glare at each other for a moment . Abby starts to put on her coat .Abby does n't answer . She picks up the rifle and starts to lead the horse outside .Abby is out the door without a word .

HOLD ON The Postman in the window as she continues past . He watches a moment , suddenly grimaces . A GUNSHOT . The THUD of a BODY SLAMMING to the GROUND . Abby has shot the horse .

Tiny tracks in the snow , leading away from the shack . Abby struggles to make the monumental climb from the shack to the top of the rise where she can get a clear view of the pass . PAN PAST her UP TO the top of the rise . It 's a clear day - but the pass is still snowed - in . No sign of winter receding .

Abby ladles a meager portion of horse meat stew into a bowl .She walks with the bowl past The Postman - who sits on his cot with arms outstretched - and pointedly sets the bowl on the table .Abby starts putting on layer after layer of clothing .And with the SLAM of the DOOR she is gone .

A few flakes of snow have begun to drift down . The Postman sits at the window - starts to play tic - tac - toe in the frost . But then it dawns on him :

Disoriented , Abby stops to take stock of her surround - ings . But she ca n't make anything out - the snowfall is too thick .

The fire is dying . The food untouched . The Postman sits in bed staring anxiously out the window . The snow has turned into a blizzard . He runs Abby 's red ribbon through his hands .

Abby trudges along heavily . She stumbles as the ice covering the stream breaks beneath her feet .

The door opens and out steps The Postman . In pain , he staggers around the back of the cabin - in search of her .

Abby looks up , sees him coming . The Postman collapses across from her . Both prone , they 're also nearly nose - to - nose .Finally , he pulls himself to his knees . She does the same . They climb each other to a standing position . Arm - in - arm , they start for the cabin .

Abby sits huddled in blankets . The fire is blazing . The Postman steps over , sets the once - again - hot bowl of stew before her . She considers the food a moment .

The Postman lies in bed , stares through the hole in the roof . A full moon is on the rise . Abby lies in her own makeshift bed , also awake . After a long silence :Abby looks up .

Abby stands atop the low rise - looking out to the pass . Spring has come to the mountains . At long last the snow is starting to recede .

The Postman kneels by the bank , sharpening a knife to clean the fish he 's caught . Then , he catches his reflection in the water . Tangled beard . Matted hair . Is that him ? He suddenly starts sharpening the knife with renewed vigor . We get a sense he 's not going to use it on the fish . HANDS plunge into the water , pull splashfuls up . We START ON The Postman 's back , then ARC AROUND as he washes his face . He 's just finished shaving off his beard with the hunting knife . He 's nicked - up , but it 's a definite improvement and he smiles in satisfaction - until he sees - Abby , reflected in the water .The Postman whips around to see her standing there .Behind her , he sees the cabin is on fire . Takes off running .

The fire is blazing . The hunting shack is too far gone to save . The Postman turns around .He 's nonplused to find Abby standing beside a pile of their neatly - packed gear .The Postman has all but forgotten .Before he can respond , she 's heading off toward the pass , leaving The Postman to shake his head at the absurdity of it all . He shouts after her .

Carrying their gear , Abby and The Postman walk across a meadow of wild flowers , headed for an old road .Before he can come clean - they see a distant RIDER coming hard . The Postman unslings the rifle , slides a round into the chamber .The Rider pulls up short , wearing a blue home - made uniform .The Postman is taken aback . The Rider , a girl , pulls off her cap , mops it across her brow . Maybe 14 , we 'll always know her by her Ponytail . Abby registers the uniform first .Lowering the rifle , The Postman looks over at Abby , back to Ponytail .

He's only the greatest man who ever lived. He crossed the wasteland, shook his fist at the enemy and spit in the eye of General Bethlehem himself. He's back east with President Starkey right now.

Postmaster Ford Lincoln Mercury. He's in direct contact with the restored congress.

We know their names. The little one's my brother. His name is Billy.

What Ford did was wrong. But it does n't change anything for any of us. Does it?

Talk to the people. Gather who's willing. Tell them it's important. Tell them we can make a difference.

Oregon 's main post office . A silver Airstream , fifty mobile homes and rusty Winnebagos resting on flat tires . Flying from a pole : the flag of the restored United States . A young recruit is ringing a bell on the top of a Winnebago . Ford walks along an RV boulevard . He 's joined by two young carriers , RED and Chubby -LRB- the sentry from Benning -RRB- . All wear hip , personalized variations of the official uniform .They come around the corner to where seven young recruits wait . They 're joined by another twenty carriers .Ford looks them over in satisfaction .Ford smiles , reaches into his pocket . He pulls out a creased sheet of paper . Chubby grins .Buzzing with excitement , the carriers gather around Ford . SOUTH END OF BOULEVARD Ponytail leads Abby and The Postman . They come up in the back of the crowd . Flanked by Red and Chubby , Ford stands on the hood of a car , letter in hand . The Postman taps a clueless YOUNG CARRIER on the back .A buzz goes through the crowd . Ponytail looks over .Abby and The Postman exchange a look .The Postman raises his hand . Ford looks his way . His mouth drops as he realizes . In silence , he walks over to The Postman . They embrace and all the weight Ford 's been carrying on his young shoulders suddenly falls to The Postman . The kid nearly collapses .Word goes through the crowd like a wave . The Postman takes the letter , reads .Ford shrugs sheepishly .The Postman takes Ford by the elbow . They disappear into the tent . The carriers just staring after them , awestruck .They clamor around her .

The Postman and Ford .The Postman ca n't answer , just turns and walks out of the tent .

As The Postman exits , Chubby leads the carriers in a salute . The Postman actually turns a moment to see if someone else is standing behind him . He looks back , sees the young , shining faces .Their hands go down in one crisp military move . The Postman looks at Abby , to Ford as he exits the tent . The kid is craving reassurance .Ford smiles , gestures to the carriers .The Postman looks over at the carriers . They quiet under his gaze , immediately respectful . The problem is , he has no idea what to say . Finally :The cheering is tumultuous . The Postman picks Abby out of the cheering crowd - the look on her face says it all .

The guts of the operation . Several carriers are busy sorting and bagging letters . It goes out pinned to a clothesline which crisscrosses back and forth . Everyone follows as Ford takes The Postman on a tour . There are hushed whispers among those who are seeing him for the first time .Ford leads The Postman and Abby into another Winnebago . Chubby and Red and Ponytail follow . Those that ca n't fit just peer in through the windows .

An old manual crank printing press is working away . Ford proudly removes a sheet , shows it to The Postman . A caricature of eight evil Holnists , forming a figure eight . Beneath : `` Unite Against Holnist Tyrraney ! ''

The seven young Recruits seen earlier stand in a line . They 're joined by OLD GEORGE , every day of 75 years old . Ponytail holds up her hand , swears them in .As they finish , The Postman and Ford pass by . The Recruits salute . Shaking his head , The Postman 's about to salute back when he spots Old George . George has a faded purple `` AIRBORNE '' tattoo on his arm and a twinkle in his eye . There 's an old crow on his shoulder .The Postman looks over at Ford , who shrugs .The Postman looks at Ford again . Then :

1970. A girl with eyes as big as saucers did me in a little town called Saigon.

I was an aerospace engineer. I helped design the Galileo space station.

I dream it's orbiting Earth forever. With a dozen human skeletons all grinning at each other. Laughing at us down here.

Carriers move items out of the trailer . The camp is buzzing as usual . The Postman looks on - sees Abby passing by .He 's got her attention , just does n't know what to do with it .She shakes her head , and then walks away . The Postman watches her disappear into the bustle of the camp .

Bethlehem once again at his easel with palette in hand . He 's trying another style - Impressionism - and it 's worse than the last . He looks over as Getty and Gibbs approach with a PRISONER .Bethlehem looks away from his painting to see Gibbs and Getty flanking a scared , blue - clad mail carrier . For an instant , mistakes him for :Realizing , Bethlehem turns the face from side - to - side .Getty sets some of the Carrier 's anti - Holnist propaganda onto Bethlehem 's field table . Bethlehem picks it up . It 's hard to say what he 's thinking . Finally :Bethlehem looks back to Carrier Twelve .

Ten letter carriers are on horseback . Among them , Red and Ponytail . Ford and The Postman are also on horses . Each rider salutes The Postman , then gets a sheaf of anti - Holnist propaganda from Ford .It 's annoying him . As Chubby rides up . The Postman catches his right wrist as he attempts to salute . So Chubby salutes with the left hand instead . As they line up :The sun just peeks up over the horizon . At that signal , the carriers thunder off , the ground trembling under them . The look on their faces . The glory of it all . They 're alive ! The Postman hesitates , watches after them a moment .Urging his horse forward , he rides after them . With them . And then , like an exploding firework , each postman shoots off in a separate direction . Headed for all points of the compass and some in between .

The Postman looks down on the gathered crowd from his horse and smiles .

An eye - blink of a town . Ponytail stands on a crate reading names and handing letters to the grateful people massed around her .

Red and Chubby finish mail call , exchange an amazed look as they 're offered a platter of food .

The moon hangs low over an interstate . A rider is silhouetted by the silvery orb , looking like some post - apocalyptic Don Quixote . It 's The Postman .

Seen FROM the porch , a rider gallops hard on the road beyond . A LITTLE BOY comes rushing out , letter in hand . The boy pulls up short ; realizes the rider is already too far gone . The boy 's shoulders sag ; he 's crushed .It 's an almost psychic moment as the rider reins up in the distance and turns back around . A frozen beat and he starts galloping back down the road . Fearless , the boy holds out the letter . The rider closes ; it 's The Postman . The boy stretches out as far as he can . Without breaking stride , The Postman leans out of the saddle , snatches the letter as he passes . The boy watches after him - knows what he 's going to be when he grows up .

Sheriff Briscoe huffs and puffs his big frame up the ladder and onto the top of the palisade .He looks where the sentry points . The Postman waits at the gate , behind him on horseback : Ford and Abby .

The Postman rides with Briscoe , hurrying to stay alongside him . Half the town jogs along behind them .

Pine View is throwing a party . It 's in full swing . A couple of guitars . A banjo and a trombone . Everyone dances . The Postman walks with Briscoe , sees Mrs. March as her letter is read to her . Catches a glimpse of Abby dancing with Ford . He seems , for the first time , truly happy . For that matter , so does Briscoe .The Postman smiles , reaches in his bag for an envelope .Briscoe turns it over in his hands , looks up in wonder .Briscoe has tears in his eyes . The Postman continues on , embarrassed but affected . DANCE The Postman taps Ford 's shoulder , wants to cut in on him and Abby . Ford steps aside . A beat before Abby decides it 's okay . They begin . Her eyes are on her feet , careful that she does n't take a misstep . But his eyes are on her . And over it all , BLEEDING IN , the sound of HOOF BEATS .

A mail carrier , Red , rides like the devil himself was in pursuit . Almost . It 's Getty and three Holnists . DANCE They whirl as the tempo picks up . The Postman pulls Abby in closer . Her eyes now move up to his . ROAD They 're closing in on the terrified Red . DANCE Abby and The Postman . The chemistry is undeniable . ROAD RIFLES CRACK . SHOT in the back , Red throws back his arms . Letters flutter from the mail bag over his shoulder ; he seems to glide along that way forever . DANCE The Postman looks at Abby ; she 's so beautiful . Like only a pregnant woman can be .Abby snaps out of the dream she 's in . This is n't right . Breaking away , she heads off . As he watches her go : ROAD Red falls from his horse . One of the soldiers scoops up his mailbag .

By lantern , Bethlehem and Getty watch as Gibbs sorts through the contents of the confiscated mailbag .Gibbs hurries away , leaving Bethlehem and Getty alone .Bethlehem sees Getty waiting .Getty hands Bethlehem a sheet of paper - something Gibbs missed . It 's a propaganda sheet featuring a caricature of The Postman leading a few carriers against Bethlehem and his army - represented as Hitler and the Nazis . The caption underneath reads : `` Ride Against the Holnist Tide ! ''

Old George sits hunched over a home - made shortwave radio with a joint in his mouth . The Postman sits beside him , listening as STATIC pours from an old car SPEAKER .The Postman steps to a telescope pointing up through a hole in the trailer ceiling .George nods and goes on playing with the dials - searching for a voice in the void . The Postman focuses on the moon .There 's an urgent KNOCKING on the trailer door . Ford appears .

Five dead mail carriers have been laid out on the asphalt . Bethlehem walks the line , looking for his elusive arch - enemy .

A beautiful day . Ponytail rounds a bend at a lope - and then - her eyes widen in terror . She jerks the reins ; the horse rears in protest . Ahead : the truck stop . The five mail carriers hang upside down from the roof 's overhang . A macabre sight . POV THROUGH RIFLE SCOPE SIGHTING ON Ponytail . A hand comes INTO FRAME and brings the rifle barrel down . It 's - GIBBS AND HOLNIST SHARPSHOOTER

PAN UP FROM The Postman 's dusty boots TO his grimly determined face as he strides through camp and stops at Old George 's trailer . He moves OUT OF FRAME , revealing - Abby and Ponytail in the b.g.

As usual , Old George is hunkered down before his short wave . He looks as the door opens and The Postman enters .George crosses the trailer , opens a cabinet . Inside : twenty odd guns plus the parts for several more . The CROW CAWS .

Quiet . An old flag ruffles outside the post office - the only new structure in town . Old George sweeps the porch as a patrol of ten Holnist soldiers ride into town . George makes no move to flee as they near . As they rein up across from him he just smiles and continues sweeping . Sensing it , the Holnist officer looks up . There , on the roof , stands The Postman . Ford and Briscoe flank him - along with twenty mailmen and locals , armed with guns , bows and rocks . As the soldiers raise their rifles , the roofies OPEN FIRE . George whips up a sawed - off SHOTGUN . BOOM ! Caught in the storm , the ten soldiers go down . Grim , The Postman looks to Ford as the locals cheer . George resumes sweeping . The mailmen climb down to strip the weapons off the dead .Ford nods .

Two sentries guard the east . They peer into the gloom at the sound of a WAGON APPROACHING . It sounds like it 's coming fast .WAGON tearing along . Ford at the reins , urging the horses to all possible speed . Then he stands , leaps to the ground . SENTRIES They raise their rifles as the riderless wagon looms out of the night . They each get off a SHOT before being forced to dive out of the way . The wagon continues on , down to . HOLNIST CAMP A soldier finally grabs hold of one of the halters and brings the wagon to a stop . Half - dressed , Bethlehem steps up . A tarp covers the back upon which is written .Bethlehem yanks away the tarp to reveal the 10 dead Holnist soldiers . The men around Bethlehem exchange looks , ca n't believe it . Bethlehem bellows in rage .

Bethlehem steps forward and shouts his challenge into the night .

Bethlehem 's words reach Ford , his smile fades . He 's just a scared boy . He kicks his horse into a gallop and rides away .

In the fog , the sound of hollow HOOF BEATS . The Postman rides past the shapes of airplanes . Standing silent . Forever grounded . The ghosts of the past .

Ford is swearing in four new recruits . ON FORD AND RECRUITS As they repeat after him we realize they 've changed the oath a bit .THE POSTMAN riding his weary mount into town , saddlebags bulging with mail . He pauses by the new recruits long enough to hear the words they 're saying . As he dismounts , a fresh - faced carrier takes the bridle . The Postman 's well past the point of fatigue . He 's living on pure adrenaline .As fresh - face starts away , The Postman calls after him .The Postman watches as Ford shakes the hands of the new recruits . The Postman reaches for his canteen . Empty . Damn . A tin cup filled with water appears from nowhere . Abby . The Postman takes it , too tired to acknowledge the gesture .He drains the cup and hands it back to her . Just then , one of the new recruits , LUKE , steps over .A farmboy - type , Luke looks like a younger version of Woody . The Postman sees this , is lost in reverie . Luke still holds his hand out .Nodding in awe , Luke heads off .Ponytail rides by ; two sacks of mail hang from her saddle pommel . The Postman grabs her horse 's halter , stops her .Shocked , she does . At the same time , fresh - face comes up leading a second horse laden with mail .Fresh - face goes about tying the second horse to the first .The Postman climbs on Ponytail 's horse , looks at Abby .The Postman digs in his heels . The horse gallops away , the second one following behind .

Neither snow, nor heat, nor gloom of night. Through bandit's hell, through fire fight. Through flood and plague we can not fail. No Holnist trash will stop the mail.

It's true, sir. I was there. He disbanded the carriers and rode west.

A crowd of townsfolk are visible in deep b.g. Beyond them , the town of Elvis burns to the ground . The CAMERA CIRCLES AROUND the BLOODIED CARRIER until we 're looking OVER his shoulder at a firing squad led by Colonel Getty and Lieutenant Gibbs . Bethlehem watches .The only building not on fire is the post office . A SOLDIER rides up , carrying a torch , meaning to burn it .Rifles are aimed .Shock and dismay from the townsfolk as SHOTS RING OUT . CLOSE ON BLOODY CARRIER 'S FACE as he realizes he 's still standing . PULL BACK to reveal nine bodies lying on the ground . Only the Bloodied Carrier is still standing . Bethlehem points at the Bloodied Carrier , crooks a finger for him . He staggers up . Bethlehem smiles .

Abby tends to the Bloodied Carrier . He tries to salute as The Postman enters the trailer . Ford and Chubby watch and wait as The Postman goes to the boy 's side .The Postman motions it 's okay as the Carrier struggles .The Postman is puzzled . But Ford knows what and why .

he's. headed north. He's gon na kill ten people in every town. Then burn it to the ground. For what you did.

He said to tell you Pine View's on his way. He said he'd wait there, but not for long.

I was so scared, sir. I thought they were going to kill me, too. I wish they would have.

The Postman poised on a rise that affords a view of the gruesome spectacle below . POSTMAN 'S POV Pine View in flames . The big John Deere gun has blown several gaps into the palisade . Bethlehem watches as his army sacks the town . The people have been rounded up . The selection of the ten has begun .

The Postman wheels his horse around . But Ford , Ponytail , Chubby and Luke are standing in his way .The Postman starts to ride through them . Luke , Chubby and Ponytail move their horses to block . Ford maneuvers his horse in close and grabs The Postman 's harness .The Postman jumps off his horse . Ford tackles him . The Postman shoves him away , continues on . Luke and Chubby pounce on him . With Ford 's help , they hold him down .The Postman struggles . They 're genuinely having trouble holding him down .But there 's no let - up .There 's a moment of shocked surprise .A terrible SCREAM gives them all pause .

Down below - Holnist soldiers hold back a screaming mother as her 10 - year - old boy is pulled into the line . Sheriff Briscoe is among the ten , he puts his hand on the boy 's shoulder - the picture of grace under pressure .

A moment of stunned silence .She looks to the other carriers - it 's written all over their faces - they stand with Ponytail and Ford .

Bethlehem looks the line - up over . The firing squad stands at the ready . Bethlehem looks to the trees - feeling something .Briscoe follows his gaze . He does n't see anything , but maybe gets the same feeling . Bethlehem looks to Briscoe .Rifles are raised . Briscoe seems to grow as he throws his shoulders back and shouts .

Bethlehem 's eyes go wild -The RIFLES BARK . Everyone falls dead .

Something in The Postman breaks . He just lies there . The witnesses move back , taking The Postman with them .

Sheriff Briscoe lies dead . The letter from his sister blows from his hand .

The Postman folds a letter , shoves it into an envelope . He writes `` Bethlehem '' across the front , starts to write a second letter . The door opens and Abby enters .The Postman watches as , outside , the mail carriers begin to assemble .The Postman fingers the brim of the cap , softens .Abby does n't answer . She leaves instead .

Twelve mail carriers , including Ford , Ponytail , Chubby , Luke and Old George , wait as The Postman steps up before them . Abby 's off to the side .An excited murmur among the carriers . Only Ford eyes The Postman suspiciously . The Postman reads :He looks at them , does n't need to read what 's in his heart .A hushed silence . The Postman walks away . The carriers exchange tired , defeated looks . Abby just sighs , knows he 's not necessarily wrong . Ford catches up with The Postman . He stares at The Postman ; The Postman stares back .Ford gestures to the second letter .The Postman starts to walk away again .Ford gathers courage and confronts The Postman .Ford thrusts out his hand .The Postman hesitates , studies the intense young man . Gives him the letter .

The Postman is packing bags onto a horse as Abby approaches .Abby walks away . The Postman rests his head on his pack for a moment . Heavy . The CLICK of a GUN causes The Postman to lift his head and see Luke standing there .The Postman steps forward . Stops when the barrel of the pistol is right against his own chest .The Postman turns to watch as Ford starts out of camp .The Postman turns , sees Luke 's face fraught with confusion and emotion .Luke stares back into The Postman 's eyes . A frozen beat .Abby sits on her horse . She 's witness to it all . Luke is confused and ashamed . The Postman mounts his horse and moves to Abby 's side .

Some carriers drop their uniforms into a bonfire . The Postman and Abby ride up on the ridge above the RV camp . They pause to look back one last time . Across the way , on the other side , Ford is doing the same thing . As though he senses it , Ford stops and looks back . Ford raises his hand , salutes . Slowly , The Postman brings up his own hand . But he does n't salute . He waves . Good - bye . As Ford turns away , so does The Postman . ON CHUBBY , PONYTAIL AND CARRIER NAMED DREW watching as The Postman and Abby disappear from sight .

A sign prohibits pedestrians , horses and bicycles . The Postman and Abby ride by . The Postman no longer wears his uniform . Their gear is packed behind their saddles . As a family of transients begin to rise from where they 're camped in the breakdown lane :The Postman rides on . Abby watches over her shoulder as they slowly begin to sit back down .

Bethlehem sits waiting at his camp table . Behind him , a finished painting . This time he 's painted himself in the grand Rococo - style - as part of the Holy Family with doves and flowers and glowing rays from Heaven . It 's awful . Getty and Gibbs bring in a prisoner . It 's Ford !Bethlehem backhands Ford .Bethlehem tears open the letter and starts to read :Bethlehem eyes Ford with undisguised contempt .Ford turns blazing eyes to Luke - he 's been standing there all along .It takes a moment for the news to sink in . But it does .As the assembled Holnists congratulate each other , Bethlehem looks at Luke .Bethlehem looks Ford over .Ford stares back . Proud . Bethlehem looks to Getty .A frightened CARRIER is brought up . He wears a purple uniform with CALI sewn on the shoulder . Neither we nor Ford have seen him before . As a firing squad assembles , Ford is shoved over with him .Ford looks at him a second , ca n't help but laugh . From Gibbs ; the shout of `` ready ! ''Bethlehem watches as Clark holds out his hand . Ford shakes it . `` Aim ! ''Bethlehem crumples the letter , tosses it .

Name's Clark. Postal Carrier of the restored Republic of California. Who are you?

A pair of boots are walking through the water . It 's The Postman . He turns over a body in the water . It wears a homemade postal uniform , a bag of mail twisted around his arm . It 's a young face , one we have n't seen before . He looks up to Abby on a ridge .Puzzled , The Postman shakes his head . He gently releases the body . The current takes it and they watch as it continues on its way to Postal Valhalla .

The family of transients are grilled by three Holnist scouts . One man points the way Abby and Bethlehem rode .

Littered with rubble . The wood , brick , steel and concrete of what was once a small town . Amazingly , one gray house still stands , miraculously untouched by whatever disaster visited this place . A wild - haired SQUATTER steps out on the porch as Abby and The Postman ride by . He waves hello with a .45 .The Squatter laughs and laughs - like it was the funniest thing in the world . The Postman and Abby exchange a look , continue on their way .

Little accident. The ground started to shake big time and the Hanford nuclear plant went.

. ` Poof.' Destroyed everything for miles. But the sunsets are beautiful.

Hey, do n't go! I got Monopoly in the house! Boardwalk, Park Place and the Reading Railroad!

Ponytail , Chubby , and Draw watching from afar . Chubby has the telescope .Ponytail takes the telescope from Chubby for a look .Drew and Chubby exchange a look . That makes sense .

A lightning bolt shreds the sky . It 's day , but the sky is black with rain .

The useless towers cutting across a valley . Rain beats down , as The Postman and Abby trudge along . Up ahead , a rail - road tunnel promises shelter from the storm .Abby is quick to agree . Out of the corner of his eye , The Postman catches a blur of movement . He turns his head quickly , but he 's barely in time to see a wooden basket , attached to one of the high wires , swing from a distant tower . There 's a sentry inside it . The basketed sentry whistles away at 40 mph , heading straight for an adjacent tower . In a matter of seconds , he 's lost from view . The Postman looks back at Abby . She 's shivering .The Postman guides her toward the train tunnel .

Abby sleeps beside the fire . The Postman , silhouetted against the flames , heads toward the far tunnel exit .

The Postman peers into the rain , taking in the view of a distant bridge . Abby comes to stand at his side .

A town settled between spans of a steel truss bridge . The Columbia River rushes far below . A sentry spots Abby and The Postman approaching , blows a whistle .The BRIDGE CITY MAYOR , a middle - aged retro - hippie , steps up .The Postman sets down the carbine . The Guard steps over to scoop it up .The Postman stares at the Mayor a beat .As they stand , show themselves .

Why do n't you take the night to think. Decide if that's what you really want.

Man on the horse says there is. Says he thinks he's here. Says he's coming back with friends.

Fact that we do n't allow'em does n't mean we do n't have'em. We're not stupid, after all.

There's three good - sized towns up that way. Enough folks to be a big help to you. If you can convince them to come.

Do n't tell anybody, but I like to ride the damn thing just for the hell of it. Being a city official has its perks.

Fog rolls in . Abby rests . Ponytail , Chubby and Drew look up gratefully as one of the citizens of Bridge City doles out bread . The Mayor steps over , hands The Postman two loaves .The exchange cuts Abby like a knife . She gets up and leaves . The Mayor keeps his council - not sure what to make of this arrangement .It 's the discovery of a lifetime . The Postman looks to the west end of the bridge , where Abby stands alone .The Postman looks back to the Mayor , then slowly nods .

Fog obscures the east end . A sentry squints at the MUFFLED CLOP of HOOVES . The mist parts to reveal , seventy yards away : three Holnist scouts on horseback . Emissaries from hell . As the sentry blows a whistle . BRIDGE As word spreads , folks move down the bridge for a look . Eating their bread , The Postman , Abby and the carriers join them . EAST END The Mayor stands across from the lead scout - conferring . Finally , the Mayor points him back the way he came . The lead scout does n't budge , spots The Postman in the crowd . He and The Postman seem to stare at each other forever . Then , with a flick of the reins , he 's gone . The other two follow . Swallowed up by the misty evening gloom . The Postman 's head swims dizzily . It 's not over . The Mayor returns to dozens of nervous questions .A little BOY steps forward , sings out .A silent moment . It 's been so long , no one 's sure how to answer . The Postman looks down at the ground . The carriers exchange deflated looks . Then .He shakes his head `` no . '' Seems a shame . As The Postman looks over at Abby , she takes a page from his book .She goes to The Postman 's gear , returns with his postal cap . Sets it on the boy 's head .Several other listeners nod - they 're completely with her .It 's a moment before anyone speaks .The Postman takes the cap off the little boy 's head , touches the emblem , and answers .And as he puts on his cap , he accepts the mantle as well .

lowered from the top of the bridge . Hands reach up to steady it and bring it gently to the ground . It 's one of many . The Postman and Abby gasp as the Mayor opens the lid to reveal : 20 well - oiled rifles and 15 pistols with ammo . The Postman blinks over at the Mayor .The Postman looks over to see Ponytail , Drew and Chubby ride up . Like him , they are back in uniform .The carriers look away - sheepish .

At the edge of the Gorge . The three carriers , and the mounted locals thunder off the bridge and down the road . High above .

The Mayor is in the b.g. helping one of the sentries prepare the basket for travel .Her eyes start to tear and he takes her in his arms .He starts to speak . She stops him , taking his hand .The Postman lets go of her hand and starts for the basket . The Mayor gestures to the line of towers extending into the distance .As The Postman steps into the basket , he makes the mistake of looking over the edge . It 's a long , long way down .The Postman looks at the contraption with more than a little trepidation . The Mayor grins .He winks and as he reaches for the release pin . The Postman 's hand meets his there .But it 's too late . The Mayor releases the pin .COUNTERWEIGHT Plummeting into the Columbia River Gorge . The Mayor lets out a rebel yell . BASKET The Postman is whipped along , past the riders below . The speed exhilarating .

The town 's gone , but the palisade remains . Chubby rides along it , exhorting the people who watch from above . But it 's The Postman we hear , all the magic back in his voice .

A few makeshift structures are back up . Carrying a torch , Ponytail gallops hard into town . People wake , including Mrs. March 's daughter . As Ponytail speaks to them .

Captured by a Holnist cavalry patrol , Old George and four other carriers are lined up , hands bound before them . Holnist soldiers force them to their knees as Gibbs organizes an impromptu firing squad . Old George looks down the line . The carriers are about to break down .And as Gibbs steps up , all hope is gone .We see the faces of the young carriers . Defeated , bitter . But there 's a sudden spark in Old George 's eyes . He starts to rise . The soldiers pick up their guns and that 's when they see The Postman . THE POSTMAN Riding over the crest . Galloping toward them . Behind him , forty new mail carriers . All riding like mad . One of them carries the flag of the restored United States . Gibbs and his men run for their horses . SHOTS are FIRED . Four Holnists go down . The rest gallop away . The Postman and his carriers meet .

Converging . The Postman with his forty - five coming from the west . Drew , Chubby , and a ragtag thirty coming from the north . And from the south , Ponytail leading a contingent of fifty ! The forces converge and continue east .

The army has gathered . Three hundred strong . Bethlehem and Getty stand outside the command tent , listening to a winded , frightened Gibbs . We FOLLOW Bethlehem 's eyes OVER Gibbs ' SHOULDERS TO the horizon , where he sees : The Postman and his army of two hundred carriers cresting a distant rise .He steps away to get a better vantage point of the approaching army . He reaches out - Getty hands him a pair of binoculars .Bethlehem watches The Postman through the binoculars - a hint of a smile on his face .A Holnist soldier stands by with Bethlehem 's horse . The General mounts - the model of military calm and precision . Getty reins up beside him .

A sea of wildflowers separates the carriers from the Holnists . The monster John Deere gun is ready for battle .

Bethlehem stands with Getty , scanning the postal line with his binoculars . The carriers look , just spoiling for a fight . Bethlehem lowers his binoculars , smiles grimly .

The Postman , Chubby , Ponytail and Old George and all the carriers have taken positions . The Postman sights through a telescope . He scans further down the line - then stops when he sees Ford . Bloody , beaten within inches of his life . He 's shackled - surrounded by Holnist guards . The Postman 's eyes turn to stone .He clicks his horse forward , toward the Holnist line .

Bethlehem , flanked by Getty and the Holnist Sergeant , watches as The Postman makes his approach . He reaches into his pocket , withdraws a white kerchief and holds it in the air .He watches for a moment as The Postman crosses the field - moving well within range of Holnist fire . Then , he coaxes his horse forward .

Bethlehem and The Postman riding toward each other . They meet when The Postman is almost three - quarters of the way over to the Holnists ' side . BETHLEHEM AND POSTMAN As they come face - to - face .Bethlehem sneers .The Postman kicks his horse up into a gallop , and rides up the Holnist line . No one , least of all Bethlehem , is sure what 's going on .The Postman wheels his horse around .Bethlehem is caught completely by surprise , but recovers .The Postman rolls up his sleeve . He rides the Holnist lines displaying his brand for all to see . The Holnists murmur amongst themselves .Bethlehem ca n't believe his eyes .The seed of doubt is planted . Is Bethlehem violating one of the Laws of Eight ? The men look at one another . Gibbs looks to Getty . Bethlehem looks from The Postman 's tattoo to his face .As The Postman nods in agreement . They take their positions - and without a word - they kick their horses into a charge . Coming straight for each other like medieval jousters . Bethlehem reaches for his sword . But before it clears the scabbard , The Postman lunges . The horses collide . Bethlehem and The Postman hit the ground hard . Holnists and Carriers alike begin to move forward for a better look . The fight is fierce . Bloody . The Postman and Bethlehem are at each other like coiled snakes . It 's more of a fight than any of the Holnists - especially Getty - expected . The spectators pull in tighter . Both combatants have taken a beating - and still , they fight on - trading bloody , raw - knuckled punches . One of Bethlehem 's connects . The Postman loses his footing , hits the ground - knocking his head on a rock with a resounding CRACK . Dazed , he 's slow to rise . It 's just the moment Bethlehem needs , he straddles the fallen Postman , reaches for his knife with one hand - grabs The Postman 's throat with the other .The Postman ca n't answer .The Postman grabs Bethlehem 's knife - hand - using all his remaining strength to keep him at bay .The Postman lets go of Bethlehem 's hands , grabs his belt and pulls him over . As they roll to their feet , The Postman club - fists Bethlehem on the side of the head .Bethlehem reels , stumbling back . The Postman pounces on top of him , begins to strangle him . Bethlehem tries to pry the fingers from his throat , but ca n't . He 's going to die . The Postman is urged on . By both sides . Holnists . Carriers . Ford . Even Holnist Luke . He looks up at the faces - and finally lets Bethlehem go . The General gasps for breath . As Ponytail and Chubby move forward to untie Ford , The Postman looks to both sides .Ford takes Chubby 's pistol , sets it against the side of Bethlehem 's head .Bethlehem shakes his head - does n't want him to , either .Ford 's going to shoot .The Postman looks at carriers and Holnists alike .The Postman nods solemnly , looks to Ford .Ford grits his teeth .Ford FIRES ! Bethlehem flinches , then sags as he realizes Ford has fired into the ground .The Postman smiles in relief as Ford lowers the revolver and starts to hand the weapon over . Forgotten for an instant , Bethlehem makes a last , wild lunge , grabs Ford 's gun . As Bethlehem aims at The Postman , a SHOT rings out . Hit in the chest , Bethlehem blinks in amazement before he falls to the ground , dying . Getty has shot him .He dies .Getty throws his rifle on the ground . Other weapons are laid down . The war , at long last , is over .

You're no fucking general. You're a copying machine salesman. You're not even a good painter.

Abby , in bed , holding her new baby in her arms . She 's reading a letter . What she reads makes her smile . She puts the letter down and cuddles her baby .Abby looks up to see The Postman standing at her door . She looks at him , smiling with tears in her eyes .Abby smiles down at the child in her arms .The Postman takes the tiny child in his arms .

A beach town . No wall , no sentries , just cottages lining a dozen sand - swept streets . A crowd has gathered to hear The Postman 's daughter , HOPE , mid - thirties , speak . Beside her , a bearded , 52 - year - old Ford in his postmaster 's uniform . They stand before a large , tarp - draped statue .She unveils the statue : we 've seen this before . It 's The Postman on his horse , low - slung in the saddle , leaning down to pluck the letter from the Little Boy 's hand . There 's an OLDER MAN in the audience who seems especially moved by the statue . There 's a younger man beside him .As St. Rose applauds . FADE OUT . THE END

But he never did see St. Rose. There was too much to be done. He'd made a promise and in keeping it - he traded one dream for another. With no regrets. And so, in honor of my father.

CECIL B. DEMENTED Written by John Waters Fourth Draft: 1 June 1998 1. Film opens with beautiful shot of the skyline of downtown Baltimore in the spring. Credits begin. Cut to "The Hippodrome Theater," one-time downtown movie palace, now abandoned and boarded up with broken and blank marquee. The credits to our movie continue by fading in on marquee. Cut to thriving "Harbor Court" theaters, downtown chain. All six marquees list the same two mega-budget Hollywood hits. Hollywood titles fade out and "Cecil B. DeMented" title logo fades into marquee in all its terrorist glory. Cut to old "Towson Theater." A "FOR RENT" sign is on marquee of this one-time neighborhood theater. "FOR RENT" sign fades out and our credits fade in on marquee. Cut to "Towson Commons," a modern cineplex down the street. All the titles listed on marquee are sequels. Sequel titles fade out and our credits fade in on marquee. Cut to "5 West Theater," one-time art house. The marquee now announces "Sunday Church Service" which fades out and our credits continue, fading in. Cut to "Westview Mall," suburban multiplex, all the titles listed on marquee are recent Hollywood comedy bombs. The Hollywood titles fade out and our credits fade in. Cut to "New Theater," once a popular downtown premiere spot. The marquee reads C-L-O-S-E-D in badly spaced letters. The letters fade out and our credits fade in. 2. Cut to wide shot of EXTERIOR SENATOR THEATER, 2. Baltimore's landmark art-deco movie palace. Marquee GALA WORLD PREMIERE BENEFIT MARYLAND HEART FUND"SOME KIND OF HAPPINESS" Marquee letters fade out and our credits fade in. Cut to blocks of cement out front of the theater similar to Grauman's Chinese Theater in Los Angeles. Each displays the logo of a film title that was shot on location in Baltimore and premiered at this theater; "Diner," "The Accidental Tourist," "And Justice For All." Our credits are intercut in the cement blocks as the camera pans across this local tourist attraction. Cut to SINCLAIR STEVENS, the handsome but intense 20-year-old theater manager as he adjusts the final letter of the film's title on the marquee, perched atop a ladder. SINCLAIR is dressed in an obviously rented tuxedo and for a moment seems like any other middle class suburban kid. ROY STILLINGS, the tuxedoed fifty-year-old theater owner, shouts instructions from below as CATERERS, DECORATORS and PUBLICITY PEOPLE rush in an out of theater preparing for tonight's event. He is surrounded by several of his young staff - DINAH, the sourpussed but unconventionally striking cashier; CHARDONNAY, the African-American ticket-taker with a huge 90's hairdo so popular with the black girls in Baltimore; RAVEN, the happy and always smiling pretty usherette, and FIDGET, the dweebish but somehow sexy janitor. All have made an attempt to dress up their usual uniforms for the premiere.4. INTERIOR "PRESIDENTIAL SUITE" OF HARBOR COURT HOTEL. 4. HONEY WHITLOCK turns from beautiful Inner Harbor view outside hotel window and we see she is about forty years old and a complete knockout.6. INTERIOR HONEY'S HOTEL ROOM. 6. HONEY's mean face glares out window at the twinkling lights of Baltimore's Inner Harbor in the early evening.7. EXTERIOR SENATOR THEATER. 7. Large crowd of fans and gawkers let out a roar of approval as the klieg lights are switched on by WORKMAN and the night sky is lit up by the criss-crossing beams of light. 8. INTERIOR HALLWAY OF HARBOR COURT HOTEL. 8. HONEY WHITLOCK, looking incredibly glamorous, is being led downstairs by CHARLES, the press agent and RODNEY, a young biker-type bodyguard assigned to her for the night by the theater. He wears an ill-fitting polyester suit and an earphone. LIBBY hurries to catch up with them.9. INTERIOR ELEVATOR. 9. Several well-dressed hotel guests recognize HONEY and are thrilled.HOTEL GUESTS frown in disappointment at HONEY's language.10. INTERIOR HOTEL LOBBY. 10. MAYOR FENWICK, the middle aged African American mayor waits with the PRESS. HONEY steps off the elevator completely composed to a burst of flashbulbs.11. EXTERIOR FRONT ENTRANCE HARBOR COURT. 11. Limos await dignitaries for publicity cavalcade to Senator Theater premiere. PETIE, a 22-year-old hillbilly tough guy, dressed in a chauffeur's uniform sits behind the wheel of a white limousine as HONEY and MAYOR and their entourages make their way to limos followed by PRESS.12. INTERIOR PROJECTION BOOTH SENATOR THEATER. 12. SINCLAIR STEVENS hears PETIE on earphones to his walkie-talkie.MR. STILLINGS Christ, there's what's-her-name from E Network. Look at the tits on her! LYLE hits MR. STILLINGS over the head with the film can.13. INTERIOR SENATOR THEATER. REFRESHMENT STAND. 13. PAM, the popcorn girl, wearing ear phones, as are all the "SPROCKET HOLE" gang, grabs a 9mm gun hidden underneath a mound of popcorn and quickly puts it in her jacket pocket between waiting on customers.14. INTERIOR SENATOR THEATER. 14. CHERISH works with professional BARTENDERS mixing drinks for a long line of benefit TICKET HOLDERS. She empties last of vodka from bottle into a cocktail, squats down and adds bottle to several molotov cocktails hidden under the bar.15. INTERIOR SENATOR THEATER. JANITOR'S SUPPLY AREA. 15. FIDGET hurriedly unloads canisters of Mace from utility closet and stores them in his portable trash can.16. INTERIOR SENATOR THEATER. LEFT AISLE. 16. LEWIS, the usher, seats a STUDIO HEAD and his WIFE in a row of reserved seats with other STUDIO TYPES and then pretends to drop torn stub.17. INTERIOR SENATOR THEATER. INNER LOBBY. 17. CHARDONNAY tears a ticket, and quickly pulls a bullet out of her elabora6.e hairdo.PETIE.ARE WE GOING TO THE FUCKING PROM?!(Turning on him with a19. SENATOR THEATER. BOX OFFICE OUT FRONT. 19. DINAH is raking in the cash.20. INTERIOR SENATOR THEATER. STAGE AREA. 20. RAVEN, the usherette, carries another bouquet of flowers to the stage and sets the timer of the home-made bomb hidden inside for 7:10pm.22. INTERIOR WHITE LIMO. 22. CHARLES the press agent, LIBBY the assistant, and RODNEY the bodyguard sit in back with HONEY as she gives a phone interview. PETIE the chauffeur winks sexily in rear view mirror to RODNEY the bodyguard, who smiles back uneasily,23. EXTERIOR SENATOR THEATER. 23. SINCLAIR smiles evilly, holding a huge bouquet of flowers as LEWIS greets MAYOR and BODYGUARDS as they exit limo to applause from CROWD. HONEY's white limo pulls up behind them, led by MOTORCYCLE ESCORT.24. INTERIOR SENATOR THEATER. STAGE. 24. MRS. MALLORY, a no-nonsense middle-aged society type walks on stage pushing LITTLE WILLIAM, the eleven-year-old Heart Fund Poster Boy who is in a wheelchair connected to breathing tubes. The audience breaks into big applause as LITTLE WILLIAM pales in stage fright and resentment. 25. INTERIOR SENATOR STAGE. AUDIENCE. 25. LEWIS leads an applauding MAYOR to his reserved seats along with BODYGUARDS. MAYOR, ever the politician, shakes hands with FIDGET the janitor. 26. INTERIOR SENATOR THEATER. STAGE. 26. MRS. MALLORY (At podium, into microphone) Good evening, I'm Sylvia Mallory, Chairman of the Maryland Heart Fund and this is Little William... LITTLE WILLIAM glares sullenly at audience, unhappy to be there. MRS. MALLORY Little William had heart surgery just seven days ago and thanks to the blood transfusion paid for by your generosity at tonight's premiere, he's going to be alright, aren't you, Little William?MRS. MALLORY (To AUDIENCE as she tries to hug him) Little William's a little grumpy...MRS. MALLORY27. INTERIOR SENATOR THEATER LOBBY. 27. RODNEY and SINCLAIR lead HONEY through lobby followed by LIBBY and CHARLES. BARTENDERS and STUDIO PERSONNEL applaud and snap photos as HONEY beams. 28. INTERIOR SENATOR THEATER. STAGE. 28. MRS. MALLORY continues as LITTLE WILLIAM glares at her in hatred. MRS. MALLORY And now the moment you've been waiting for! You first saw Honey Whitlock on the screen as the lovely ingenue turned vixen in "Good For Nothing"... 29. PROJECTION BOOTH. 29. LYLE takes a big hit of pot off a bong and then picks up his gun.30. INTERIOR THEATER. RIGHT AISLE. 30. RAVEN seats CHARLES and LIBBY who look to the stage with professional pride. 31. INTERIOR SENATOR THEATER. STAGE. 31. LITTLE WILLIAM builds in fury as he listens. MRS. MALLORY

That better, Mr. Stillings? Title on marquee fades out and "Produced by..." credit fades in.

(Following his boss's instructions, the "Some Kind Of Happiness" title back on the marquee) Have you met her yet?

SINCLAIR smiles sneakily to himself as "Some Kind Of Happiness" logo fades out on marquee and "Written and Directed by John Waters" credit fades in.

3. Cut to EXTERIOR HARBOR COURT, luxury downtownhotel. 3. Movie fans of all ages, clutch 8x10's of Honey Whitlock and eagerly await her departure.

Ah, what a town! HONEY is dressed for the premiere in an elegant evening gown and her black hair is cut perfectly in the Louise Brooks style that has become her signature. She continues her press conference under the watchful eyes of her press agent CHARLES and her long-time assistant LIBBY, both of whom are also dressed for the premiere. ROOM SERVICE employees stand by, ready to serve.

I tell everybody in Hollywood, when you shoot on location in Baltimore, you don't need to bring all the crew from Los Angeles. Baltimore really ia the best!...

5. Cut back to INTERIOR LOBBY OF SENATOR THEATER. 5. MR. STILLINGS lectures his other staff members as CATERERS and BARTENDERS set up behind him. SINCLAIR STEVENS is paying close attention as is LYLE, the projectionist, a handsome but surprisingly gaunt young man. CHERISH, a sexy and slightly nasty candy-counter girl leers at SINCLAIR who flirts back as she feigns interest in MR. STILLINGS' pep talk. PAM the popcorn girl, a masculine but beautiful nineteen year old with a seemingly bad attitude and LEWIS, the young cool African-American usher with a chip on his shoulder join FIDGET, RAVEN and DINAH.

and remember, Miss Whitlock is every inch a movie star and expects to be on stage at exactly 7:10pm to ensure live coverage from all three local news shows. By the way, I hear she's really a nice person...

Look at this dump of a town! HONEY turns to her long suffering assistant, LIBBY. The press is gone and they are alone.

Get me the fuck back to L.A. If one more asshole mentions a crab cake to me, I think I'll puke.

(Trying to be positive) Did you try the steamed crabs? They're red and...

No I didn't! I'm not interested in any kind of meal you have to beat with a mallet...

Just a minute... (Muttering to herself as LIBBY goes to answer door) .wearing some stupid kind of bib while families of mutants gawk in my face ...No thank you! CHARLES, the press agent enters.

(Back to being gracious) Thank you Charles, darling. We'll be right with you. I'm excited. CHARLES exits.

(Back to her nasty self) Do you think Pat Nixon got fucked in this hotel room?

(Reading from notes) The hotel manager said "No." Pat Nixon never stayed here, but Nancy Reagen did in 1986...

I was kidding Libby. He must think you're a complete lunatic! Good God, you'd do anything!

A HOTEL MAID pushing a cart of towels and bathroom supplies comes around a corner and is completely star-struck.

Good luck, Miss Whitlock! HONEY's face freezes in horror as elevator doors open and she is led inside.

(In a sudden tirade) Did you hear what that little bitch said to me?

In show business we say "break a leg." NEVER fucking "Good Luck"!

Mayor Fenwick! LIBBY and CHARLES look to one another relieved as HOTEL GUESTS stumble out of elevator, shaking their heads in disgust.

Miss Whitlock, what an honor! They pose together as PRESS snaps away.

I, Adam Fenwick, Mayor of the City of Baltimore, do hereby proclaim April 29th to be Honey Whitlock Day in Maryland and do command this observation to all of our citizens. Whereas...

(Looking at watch and sneakily speaking into walkie-talkie) 6:41pm.

SINCLAIR nods gravely to LYLE the projectionist who picks up a 35mm metal film can and sneaks up behind MR. STILLINGS who is looking down from projection booth to the premiere CROWD filling the theater below.

6:48pm. An usher's job is never done, put down the flashlight and pick up the gun!

Enjoy the show. SHE gives back stub and then loads bullet into gun hidden beneath torn ticket stubs in her counter.

18. Cut back to EXTERIOR HARBOR COURT HOTEL. 18. Closeup of HONEY WHITLOCK's furious face as she stares in horror at awaiting white stretch limousine driven by

I'm not Liberace's boyfriend, for Chrissakes...My contract says black limousines only!

The charity probably made the arrangements. It was an innocent mistake.

Excuse me, ma'am, but Security's gonna have my ass if we're late...

It's for a wonderful cause... Thanks for your support. (Between customers, sneakily

21. Cut to NORTHERN PARKWAY, suburban throughway near 21. Senator Theater. White limousine speeds to premiere with police escort.

screwball romantic comedy - life-affirming but realistic and to be honest, with all the misery in the world today, couldn't we

HONEY steps from limo and waves like a true star to roar of approval from crowd as PRESS blinds her with flashbulbs.

(Handing her the bouquet) Good evening, Miss Whitlock, and welcome to the historic Senator Theater.

(Horrified to see him) .I mean... not little. . .10w budget. . .you know, cult.

(Muttering, furious) The Screen Actors Guild will hear about this and I mean it!

HONEY lets gown fall to floor and steps out of it. She is wearing beautiful lingerie.

(Reading lines in a monotone) It's that fucking new multiplex that opened in the mall, isn't it?

CECIL's face turns to stone as the rest of the SPROCKET HOLES watch, shocked at HONEY's wooden performance.

HONEY looks out and sees SPROCKET HOLES aping CECIL's self-destructive review of her reading; DINAH slaps her own face, LEWIS staples his own leg; RODNEY jams the sharp end of a rat-tail comb in his ear. This title will be replaced by a more recent critically panned big film hit we can get the rights to.

(Just trying to finish) Death to those who support mainstream cinema!

It's that fucking new multiplex that opened in the mall, isn't it?

From the empty movie seats of every good movie theater in America, we will rise to take back the screen!

(Feeling her oats) To be frank, Cecil, I would never do this picture in my real film life. The whole message is stupid - ask theater owners in any country and they'll tell you. Hollywood makes the best films in the world and I'm proud to be part of that system.

Owwww! Please, Cecil. I'm a much better actress in the studio...

(Ignoring both PETIE and LEWIS) Cecil, give yourself up! It's not too late...

Come to Hollywood with me and I promise I'll get you a job as a production assistant on a real Hollywood movie.

How dare you play this rotten movie?! PAM pans the camera to BOX OFFICE LADY whose eyes light up in fear at seeing the "actors" in their terrorist outfits.

BOX OFFICE LADY screams and locks herself inside as HONEY spray-paints S-H-I-T across box office glass.

drink when I'm working but you're very kind. Do your parents know where you are tonight?

You know that's nonsense! Go ahead, call them up. I bet they miss you...

I most certainly do NOT, Lyle. I can't believe you'd be a drug addict in the 90's - it's so retro.

Please Rodney, those aren't roots - they're scabs on my scalp from the dye and they're raw!

RODNEY sadistically squirts her roots with dye as HONEY lets out a cry of agony.

Don't say that, Raven! Tell her, Rodney - no movie is worth dying for! RODNEY blasts HONEY's hair with his fiery malfunctioning drier as she cries out in pain.

OWWWW! Rodney, why do you want to hurt me? Gay men are supposed to be gentle...

Cherish, this is America. They have the freedom to make bad films if they so desire...

HONEY is shocked when the POLICE tackle her and place her under arrest.

DINAH grabs FILM COMMISSIONER and uses him as a human shield as she fires away, hitting several cops.

(Nervously to CECIL) But Cecil...you didn't write me any dialogue...

HONEY sees her ex-husband, a handsome movie star on screen with JAY LENO on "The Tonight Show."

CECIL's eyes light up in madman glee. 105. Cut to EXTERIOR "STUDIO TWELVE," the one 105. professional sound stage in Baltimore located in the picturesque downtown neighborhood of Fells Point. Next day.

A giant FILM CREW, all wearing "Gump Again" t-shirts, hustle and bustle on the first day of the film shoot, hauling expensive film equipment inside, setting up catering trucks, craft service tables and the temporary dining areas for the entire FILM COMPANY.

TEAMSTERS oversee crew trucks, honey wagons and the star trailers, all the while guarding the set from any outside trouble.

In the foreground, the Hiway Film Delivery Truck pulls up, hastily painted over to read "Rhebs Chocolates." We see PETIE behind the wheel, disguised in delivery uniform.

And no more free food at international film festivals for you either - HACK!

RAVEN dabs HONEY's hair with gasoline from can. FIDGET painfully plays pocket pool and lights the torch.

.Honey Whitlock was always attracted to the wrong kind of man. It wouldn't surprise

(Insane, driving like a lunatic) Yeah, Part fucking Two, 1980!...

We did it. PETIE grabs RODNEY from back seat and gives him a big kiss.

Hey, I'm Petie, remember me, "the trailer trash"? I'll be your driver. I'll take you anywhere... anywhere but home!! (Laughs evilly as he

Another cop car speeds towards them from the front trying to cut them off.

I'm Pam, the director of photography and you'd better hit your mark!

CHARDONNAY, now done up in outrageous homegirl gangster look, carries an old wrecked Nagra sound recorder and spins her microphone boom pole like lethal numchucks before raising it over HONEY's

(Disgustedly, looking through Panavision camera, disguising her voice like a man) Mark it!

Mark it! FIDGET holds a terrified MICHAEL J. FOX and LARGE LADY at gunpoint as DINAH marks the take by suddenly banging DIRECTOR'S head on pole.

I'm Fidget, the costumer... (Suddenly rips dress to give her a plunging neckline) Sorry.. .but I'm gonna have to give you a new look...

RAVEN, smiling beatifically, steps forward dressed in a satanic robe, an inverted cross necklace, pentagram jewelry and a "Kenneth Anger" tattoo.

None of your old movies count. CAT, on screen, scurries through "cat-door" cut in kitchen wall and escapes outside.

In car next to HONEY, REDNECK MOM, POP and DORKY KID watch the movie. MOM is weary "Honey Whitlock" wig.

PETIE sees another cop car speeding up behind him in the rear view mirror.

We met. I'm Lewis, the art director. I hope you'll be comfortable here...

HONEY looks around cell and sees giant stills blown up from her past films showing her in physical and emotional distress.

HE staples her gown to the chair. FIDGET, the grunge dweeb, dressed in complete rags but looking somehow great with his "William Castle" tattoo, shyly steps forward, absentmindedly playing "pocket pool."

All these materials were stolen from city-owned construction sites...just for you! We're gonna have a hit, Miss Whitlock!

But our film could be a hit even after we're dead, right, Cecil?

CECIL smiles egotistically and joins in chanting with zombie-like SPROCKET HOLES.

.and remember - SPEAK UP, BITCH! I'm Chardonnay and I do the sound.

LEWIS proudly steps forward, menacingly holding staple gun like a weapon.

PARTY GUESTS fix their hair, smile, thinking they are in a promotional film.

Call me Rodney. Tomorrow I'm bleaching your hair out platinum and I should warn you...I FUCKING HATE ROOTS!

PETIE, the sexy hillbilly "chauffeur," now dressed in redneck militant garb and featuring a "Fassbinder" tattoo, steps forward.

You're going right off the deep end of the Clairol color chart! RODNEY squirts on more dye.

Let's wash it out! RODNEY yanks HONEY's head back as RAVEN pours scalding water over her head.

I see a fucking root already! He lunges to HONEY's scalp with hair dye applicator bottle.

(Begins teasing HONEY's hair) That's just it, Honey! I'm not gay. I'm straight and I fucking hate it! Petie loves me but I can't love him back! I've tried!

(Snarling to HONEY) I'm Dinah, Cecil's prod"cer and I do everything! I've been knocking down box office money from every big Hollywood hit for years to pay for this

.to the jungles of Cuba... PETIE brands her arm and she smiles in fanaticism.

Crane is raised by OPERATOR on ground to the top of the set. CECIL and PAM are on scaffolding on other side, waiting to strike.

You look so pale... RAVEN suddenly slaps HONEY across face and HONEY cries out in shock.

RODNEY, the biker "bodyguard," now in S&M leather get-up steps toward HONEY carrying a rat-tail comb and a hair dye applicator bottle. His "Almodovar" tattoo is a beauty.

I haven't had this much fun since my last livestock mutilation...

RAVEN lunges towards HONEY's eyebrows and painfully tweezes out a hair.

You're really good in our movie! HONEY beams at compliment, catches herself, and smiles weakly back at RAVEN as FIDGET approaches with a martini on a tray for HONEY.

RAVEN tweezes HONEY'S eyebrows painfully as RODNEY continues to torture her hair.

And one day I'm gonna commit revolutionary suicide for celluloid...

Tape cuts to LIBBY, HONEY's assistant, talking to ENTERTAINMENT TONIGHT. Subtitle on TV read "Honey Whitlock's Personal Assistant."

Who cares what anybody thinks of our movie except Satan?! HONEY, FIDGET and RAVEN pull GROUPIE away towards concession stand.

LITTLE WILLIAM kicks MRS. MALLORY in leg behind the podium where AUDIENCE can't see. MRS. MALLORY (Grimacing in pain) .after hit. LITTLE WILLIAM smiles at her sadistically. MRS. MALLORY tries to inch away from LITTLE WILLIAM who sneakily continues to kick her. MRS. MALLORY

LITTLE WILLIAM kicks her harder. MRS. MALLORY (Off mike, furiously to32. INTERIOR SENATOR THEATER. BACK OF AISLE IN REAR 32. OF THEATER. HONEY waits for her cue to go on with SINCLAIR and her "bodyguard" RODNEY.33. INTERIOR SENATOR THEATER. STAGE. 33. MRS. MALLORY

Watch it, you little fucker! (Back to normal) .her Oscar winning performance in "Forced Entry" and tonight... "Some Kind Of Happiness."

HONEY WHITLOCK! 34. INTERIOR THEATER. 34. Wide shot of audience erupting in applause and craning their necks as HONEY is led down right aisle to stage by SINCLAIR and RODNEY the bodyguard, LIBBY and CHARLES applaud from their seats. MAYOR stands and applauds. HONEY smiles radiantly as she passes life-size promotional cut-out of herself in aisle. Cut to reverse side of cut-out and we see CHERISH ready to light the fuse of a molotov cocktail. MRS. MALLORY applauds wildly from stage. FIDGET starts playing pocket pool in nervous excitement. MAYOR glares at FIDGET in prudish disbelief. LITTLE WILLIAM sneers at HONEY's approach with hostility. 35. SENATOR STAGE. 35. SINCLAIR grabs oversized prop check made out to Maryland Heart Fund for $75,000 from the wings and carries it on stage as RODNEY the bodyguard escorts HONEY to the podium. HONEY shakes hands with MRS. MALLORY and bends down to give LITTLE WILLIAM a kiss for the PHOTOGRAPHERS. LITTLE WILLIAM grimaces and wipes off her kiss with disgust before kicking MRS. MALLORY one last time.I LOVE YOU, BALTIMORE! I REALLY DO! SINCLAIR throws down prop check and pulls a MAC 10 gun HONEY's head. I AM CECIL B. DEMENTED!... (Rips off his short-haired wig to reveal bleached AND THIS IS A FUCKING KIDNAPPING! Bomb in flower arrangement goes off, sending debris flying. AUDIENCE hits the floor screaming in panic. RODNEY pulls a gun and fires into air as HONEY screams in horror. CHERISH throws a molotov cocktail and it explodes in front of theater between stage and first row of seats, blocking any rescue of HONEY by NEWSTEAMS. 36. PROJECTION ROOM. 36. LYLE flashes CECIL B. DEMENTED logo on screen and rushes from projection booth. 37. INTERIOR SENATOR THEATER. STAGE. 37. MRS. MALLORY clutches her heart in fright as LITTLE WILLIAM, gasping for breath manages to plug back in tube and instantly becomes hateful again, enjoying the mayhem. CECIL drags a screaming HONEY off stage as RODNEY runs interference, firing wildly over screaming AUDIENCE's heads. 38. INTERIOR SENATOR THEATER. SNACK BAR. 38. PAM the popcorn girl sheds her wig to reveal her bizarre short hairdo and pulls gun. SINCLAIR STEVENS will be referred to by his terrorist name "CECIL B. DEMENTED" for the rest of the script.WOMEN IN FILM! PAM jumps over popcorn counter and karate kicks two stunned COPS assigned to the premiere and pistol whips a third COP. 39. INTERIOR SENATOR THEATER. AUDIENCE. 39. RAVEN, smiling happily as always, quickly punches out CHARLES, the press agent, as he tries to block a PHOTOGRAPHER from getting a shot of CECIL dragging HONEY up aisle towards lobby. CHARDONNAY tackles LIBBY, the assistant as she tries to run towards HONEY. 40. INTERIOR SENATOR THEATER. STAGE. 40. MRS. MALLORY collapses, having a heart attack and LITTLE WILLIAM laughingly imitates her gasps of pain. 41. INTERIOR SENATOR THEATER. AUDIENCE. 41. LEWIS fires over MAYOR's head as he rushes to stage help MRS. MALLORY. BODYGUARDS run for their lives. FIDGET tear gases STUDIO EXECUTIVES and their WIVES as they attempt to flee. CHARDONNAY rifles pocketbooks of SOCIETY LADIES and steals their wallets as they cower in fear on the floor. 42. INTERIOR SENATOR BOXOFFICE. 42. DINAH stuffs cash into shopping bags, robbing the charity of its fund, pulls a large gun and runs out of cashier's booth. 43. Cut back to INTERIOR SENATOR THEATER. STAGE. 43. MAYOR is giving MRS. MALLORY emergency mouth-to-mouth resuscitation as LITTLE WILLIAM laughs maniacally. 44. EXTERIOR SENATOR THEATER. 44. Complete pandemonium as premiere AUDIENCE comes stampeding out of theater in a panic. MOTORCYCLE COP ESCORTS leap from motorcycles and pull guns but PETIE jumps from limo, grabs a piece of lumber from sawhorse and knocks them unconscious withHELP ME! CALL THE STUDIO! CALL JACK VALENTI! HELLLPPP! PETIE opens the trunk of the limo and RODNEY and CECIL throw HONEY inside and slam it shut. HONEY continues screaming and banging on trunk door as CECIL and GANG pile into limo.POWER TO THE PEOPLE WHO PUNISH BAD CINEMA! PETIE peels out in limo as PREMIERE GUESTS and FANS dive out of the way and GANG chants "Battle of Algiers"-type revolutionary yell. CECIL fires his gun out back window and shatters the "Some Kind Of Happiness" logo on marquee. 45. INTERIOR SPEEDING LIMO. 45. CHERISH lunges for CECIL and they french kiss hotly. From PETIE's POV behind the wheel we see COP CAR #1 with sirens wailing and lights flashing heading towards premiere. In rear view mirror, PETIE sees three other COP CARS speeding up to Senator Theater and screeching to a stop. 46. EXTERIOR YORK ROAD. NORTH OF SENATOR THEATER. 46. COP CAR #1 screeches into a U-turn and COP in passenger side fires his gun at CECIL's limo. 47. INTERIOR SPEEDING WHITE LIMO. 46.48. EXTERIOR CHURCH ROAD. 48. Another cop car is speeding to premiere from behind the church and almost hits the limo as PETIE veers right in the "V" in the road, narrowly missing a MINISTER and a suspiciously SENSITIVE TEEN as they leave the church rectory.49. EXTERIOR ONE-WAY STREET. 49. PETIE speeds limo the wrong way past one-way sign into path of oncoming speeding cop car. In the nick of time, PETIE turns a hard left skidding around corner onto bumpy cemetery road behind church. Cop car swerves right to avoid collision and careens into CABLE TV installation truck. COP jumps out of car and starts firing at limo. 50. INTERIOR SPEEDING LIMO. 50. CHARDONNAY puts tape into limo cassette player and the entire GANG starts singing along with original gangsta rap song entitled "SHE'S A BANKABLE BITCH (and we don't need no pitch)." 51. EXTERIOR CEMETERY ROAD. 51. COP fires again and hits limo trunk lock. Trunk door flies open and HONEY screams her lungs out, holding on for dear life. HEAVY METAL KIDS, hanging out in graveyard look up and see RAVEN yelling out car window with HONEY in trunk.SUBURBAN INTERSECTION. Traffic is stopped in both lanes for a red light. PETIE screeches to a sudden stop. HE checks rear-view mirror and realizes they have escaped their POLICE pursuers.I sure will. SUBURBAN LADY makes right on red and pulls off.This is Cherish... CHERISH, now heavily made-up and dressed "riot-girl" style, in a "SINEMA" T-shirt, steps forward. We see "Andy Warhol" tattooed on her thigh.Hi, I'm Raven and I'm a Satanist. I'll be doing your makeup... HONEY stares back in confusion.FADE OUT.: 55. Fade in to EXTERIOR "SPROCKET HOUSE." Next morning. 55. We hear HONEY letting out a fresh cry of agony. 56. INTERIOR "SPROCKET HOUSE" - "HAIR AND MAKEUP," 56. a dilapidated section of the loft filled with broken mirrors, beat up barber chairs, filthy hair driers and mangy beauty supplies. HONEY, tied to a barber chair, still dressed in her raggedy premiere gown, moans in pain as RODNEY, in scary rubber fetish outfit, sadistically applies the final batch of double strength bleach to HONEY's already shockingly blond hair. RAVEN, wearing another "witchy" black robe and 666 earrings, finishes up HONEY's overly-theatrical makeup job.YOU'RE WANTED IN WARDROBE! 57. INTERIOR SPROCKET HOUSE - "WARDROBE." A cluttered 57. work area with piles of stolen clothes spread out in disarray. Insane fashion sketches of HONEY throwing bombs, firing guns, dressed in terrorist-inspired haute couture are tacked to the wall. FIDGET is vainly trying to rip off security device still attached to fake leopard military jacket. First he tries pulling it off with his teeth, then hits it with a hammer to no avail. I HATE THESE FUCKING THINGS! CECIL enters with HONEY as RODNEY and RAVEN follow, continuing torturing HONEY by blow-drying her hair with malfunctioning, smoking hair dryer and curling her eyelashes with rusty curlers.59. INTERIOR SPROCKET HOUSE - "WARDROBE" RODNEY, RAVEN, and FIDGET leer at HONEY who looks to CECIL in horror when she realizes there will be no privacy.60. INTERIOR SPROCKET HOUSE - "EQUIPMENT AREA" 60. LEWIS, CHARDONNAY, and PAM run to peepholes cut in "Wardrobe" walls and watch HONEY voyeuristically from the other side. 61. INTERIOR SPROCKET HOUSE - "WARDROBE" HONEY sees eyeballs staring through peepholes and looks to CECIL in sexual fear.DAMN! NICE VESSEL!INTERIOR SPROCKET HOUSE. SOUND STAGE. CECIL leads HONEY to set, past equipment and lights as SPROCKET HOLES scurry to position, adjusting lights, setting up camera, readying props.Good... morning.(Trying to change the subject) It doesn't feel right... I'm just not motivated...PLACES!(Entering in character) Hey, Cherish, it's 8:00. Am I supposed to get this show on the screen or what!?SEE THE PAIN YOUR PERFORMANCE IS CAUSING ME!!?JUST GET IT OVER WITH! CECIL immediately stops banging his head and SPROCKET HOLES return to normal. PLACES! LYLE, CHERISH and HONEY return to start position as the rest of SPROCKET HOLES get ready to film. PICTURE'S UP! (Holds up marker) ROLL CAMERA!Mark it! DINAH marks the take. ACTION!HONEY..and that vision is called "ultimate reality." The rest of our film is shot in real life, with real people ... . and yes, with real terror. 63. Flip wipe to EXTERIOR SPROCKET HOUSE. Industrial 63. doors swing open and freshly painted phony FEDEX truck comes speeding out. HONEY (VOICE OVER) Please, no! Let's go back! I hate location work! 64. INTERIOR FEDEX VAN as it drives through downtown 64. streets and enters Jones Falls Expressway. PETIE is behind the wheel as LYLE and CHERISH study their lines in hand-written "Raving Beauty" script. CECIL hurriedly flips through TIME Magazine until he finds the article he wants. RODNEY and RAVEN torture HONEY with their constant touchups as PAM, CHARDONNAY, DINAH and FIDGET crowd in the back of van with equipment and guns as LEWIS reads a copy of "Psychotronic" magazine.Your picture's gonna lose thirty million dollars.TELL ME ABOUT MEL GIBSON'S DICK AND BALLS! 65. EXTERIOR TIMONIUM CINEMA. Suburban chain theater 65. in mall. "FLINTSTONES" is playing in both theaters. FEDEX van pulls up out front and stops. 66. INTERIOR FEDEX VAN. 66. SPROCKET HOLES have guns drawn and equipment ready and are ready to begin "location shooting."(Primping with FIDGET'S help,PICTURE'S UP! 67. EXTERIOR TIMONIUM CINEMA. 67. PAM and CHARDONNAY leap from the van with their equipment followed by DINAH who holds marker up before van door.68. INTERIOR VAN. 68. HONEY, LYLE and CHERISH prepare to leap out of van.ACTION! 69. EXTERIOR TIMONIUM CINEMA. 69. LYLE and CHERISH leap from van with guns drawn.SABOTAGE THE CINEMA! TAKE BACK THE SCREEN! HONEY leaps out with gun drawn.VANDALIZE THE MOVIES! GIVE BACK THE DREAM! (Suddenly out of character) This is sQ stupid... CECIL leaps from van followed by SPROCKET HOLES carrying props.BOX OFFICE LADY Oh my God, it's Honey Whitlock!I SAID ACTION! LYLE and CHERISH grab HONEY and they run toward BOX OFFICE LADY.FEEL THE PAIN OF UNDERGROUND FILM!THE KICK OF OUTLAW CINEMA! (Kicks TICKET TAKER in balls)70. INTERIOR LOBBY TIMONIUM THEATER. 70. CECIL runs in front door followed by PAM and CHARDONNAY, carrying old-fashioned "sun-gun" lights, and still filming and recording the sound. CANDY COUNTER GIRLS look up in fear.CANDY COUNTER GIRL A (Excited, to CECIL) Do you know Quentin Tarrantino? CANDY COUNTER GIRL BNO AD LIBBING! (Fires gun in air) HONEY enters in full character, pointing guns at CANDY COUNTER GIRLS.THREE DOLLARS FOR A FUCKING CANDY BAR?! CANDY COUNTER GIRLS scream in real fear. DINAH and LEWIS enter on exit side of front doors and guard the "set." LYLE and CHERISH enter in character with their guns drawn. LYLE grabs an over-sized cup from behind counter.THIS IS STILL POPPED IN COCONUT OIL, ISN'T IT?!! CHERISH blasts popcorn machine with gun. THEATER MANAGER comes running down from office.NOBODY NEEDS THIS GARBAGE! She overturns the booth and items crash to the floor.71. INTERIOR TIMONIUM THEATER. 71. Horribly unfunny scene from "THE FLINTSTONES" is seen on screen. Packed AUDIENCE howls in laughter. Doors to lobby fly open and CECIL and his CAST and CREW come running in, tying handkerchiefs around their noses and mouths and filming the action. CECIL fires his gun in air. AUDIENCE turns around in confusion.YOU'RE A VICTIM OF ADVERTISING!THIS FILM STINKS AND YOU KNOW IT! LYLE, CHERISH and HONEY lob stink bombs into AUDIENCE. AUDIENCE screams in panic as stink bombs go off, and tries to run to exits, holding their noses and gagging as PAM and CHARDONNAY record their every move. CECIL smiles in directorial lunacy as one TICKET BUYER vomits right in front of PAM's camera. CUT! PRINT! (To HONEY and SPROCKET HOLES) WRAP IT UP AND RUN! CECIL, his "cast and crew" take off, chanting their terrorist yell. FADE OUT. 72. Fade in to EXTERIOR SPROCKET HOUSE. NIGHT. 72. We hear a cool rap song on soundtrack called "NO BUDGET." ("When we say action, we mean action,73. INTERIOR SPROCKET HOUSE. 73. Wild "Dailies" party is in progress. LYLE is smoking crack and showing developed footage from that day's shoot on the wall of the warehouse as he dances lewdly with himself in place. LEWIS watches the "dailies" as he DJ's from turntables in booth while CHARDONNAY sexily raps the outlaw-film call-to-arms we hear on the soundtrack. PETIE and RODNEY torridly go-go dance on separate tables as PAM and DINAH writhe sexily to the beat on the dance floor. CECIL and CHERISH watch the gritty film rushes atop CECIL's bizarrely decored crane that doubles as their love nest. CECIL is frantically trying to write his script but CHERISH is pawing him, turned on by seeing herself on film.Miss Whitlock?(Moaning in sexual frustration) I S-Q want to fuck you, Cherish, but you know I can't...I'M CECIL B. DEMENTED, THE ULTIMATE AUTEUR! LYLE begins projecting the dailies on the writhing bodies of the sexually frustrated SPROCKET HOLES.We will rise above our raging hormones to a new level of cinema unrest! Cut to FIDGET sneakily dialing parents on phone as HONEY nods her support..Feel the black humor of Almodovar... RODNEY dances a wild S&M step and tries to look PETIE in the eyes.NO, NO, NO, SPROCKET HOLES! I'm a prophet against profit! And you should refuse to sully your artistic vision with financial success! (Wide-eyed, to all) SPROCKET HOLES, BE STRONG! AND JOIN ME IN PRAYER! LEWIS and CHARDONNAY give up quickly and join the other SPROCKET HOLES as they fall to their knees in cult worship. HONEY signals to FIDGET she's changed her mind - she'll have the martini after all.SAY IT SPROCKET HOLES! HONEY watches, a little tipsy. CELIBATE FOR CELLULOID! SAY IT AGAIN LOUDER! HONEY absentmindedly joins in as she stares at herself in rushes looking quite stellar as,CHERISH eyes her jealously. CELIBATE FOR CELLULOID. LIGHTS OUT!74. Slow Fade-in to EXTERIOR SPROCKET HOUSE.SUNRISE. 74. 75. Cut to INTERIOR SPROCKET HOUSE. 75. SPROCKET HOLES are passed out all over loft, surrounded by rotting junk food, empty liquor bottles and last night's party debris. CECIL and CHERISH lie asleep twisted and entwined in the sheets, tortured by their erotic dreams. Suddenly, one of CECIL's bloodshot eyes open and he lurches for the microphone.76. INTERIOR SPROCKET HOUSE. HONEY'S DRESSING ROOM. 76. Before she can barely open her eyes, HONEY sees RODNEY and RAVEN rushing towards her, their instruments of beauty torture ready.OWWWW!! Please... please... (Trying a new tactic) Raven, you're a pretty girl, you could escape this madness...I CAN'T TAKE THAT CERTAIN THICKNESS IN HIS PANTS!That's why some days I gotta hurt people. (Starts brushing out HONEY's teased hair brutally) OWWWWW!I'M STRAIGHT! AND I HATE! SO JUST GET USED TO IT, HONEY WHITLOCK! He blasts the blow drier on finished hairdo and flames singe her neck. AHHHHHHHHH! CECIL enters, now dressed in an even more elaborate Cecil B. DeMille-inspired movie director outfit. PETIE, acting as bodyguard, leers at RODNEY who lets out one final sob of frustration as DINAH, changed into another alarming retro fashion number wheels in her portable TV monitor and VCR.Whatever for? Your old career is over. . .but your comeback has just begun... CECIL nods to DINAH to start tape and we see a TEENAGE BOY on news in front of vandalized Timonium theater.APPLAUSE. 78. INTERIOR SPROCKET HOUSE. 78. HONEY gulps in a new found fear as she sees the rage building on CECIL'S twisted face. I. .HAVE...A...VISION... SPROCKET HOLES gather around him in militant enthusiasm.80. INTERIOR VAN. 80.81. PRIDE OF BALTIMORE. 81. GUESTS drink champagne, hob-nob with Hollywood types and suck down oysters. FILM COMMISSIONER is still speaking.82. EXTERIOR PRIDE OF BALTIMORE. 82. SPROCKET HOLES disguised as caterers hop out of UTZ Potato chip truck with film equipment hidden in catering boxes and rush aboard ship past SECURITY GUARDS. On other side of van exit LYLE, CHERISH and HONEY as CECIL leads them towards abandoned pier building next to ship.How would you like that if it happened to you?!83. INTERIOR ABANDONED PIER BUILDING. 83. CECIL, HONEY, LYLE and CHERISH rush in.I DO!84. "PRIDE OF BALTIMORE" DECK. 84. GUESTS suck down oysters in graphic montage.85. INTERIOR SECOND FLOOR, ABANDONED PIER BUILDING. 85. A large window overlooks Film Commission party below. CECIL, HONEY, CHERISH and LYLE climb out of trap door.MY FATHER SAT ON MY FACE AS HE OPENED HIS CHRISTMAS PRESENTS!YES IT REALLY HAPPENED! "OH SANTA WHY HAST THOU FORSAKEN ME?" I SCREAMED...THAT'S ALL OVER WITH! SAVE YOUR RAGE AND USE IT IN THE CINEMA! CHERISH suddenly quiets down in fear.86. "PRIDE OF BALTIMORE" DECK. 86. PAM, wearing earphones, looks up at CECIL and HONEY in window and nods gravely. Another CATERER looks quizzically at PAM, not recognizing her. He then sees DINAH shucking oysters and realizes something is wrong. He spots a mobile phone on table. 87. Cut back to INTERIOR SECOND FLOOR ABANDONED PIER. 87.POLICE.Blanks ...trust me Honey. HONEY gulps.88. "PRIDE OF BALTIMORE" 88. PETIE and LEWIS jump SECURITY GUARDS guarding gang-planks to party. RODNEY and RAVEN, clutching their beauty supplies in their teeth like pirates, climb up rope ladders on side of ship and peer aboard. 89. "PRIDE OF BALTIMORE" DECK. 89. PAM and CHARDONNAY put down serving trays and pull out camera and sound equipment. DINAH throws down shucking knife and takes out clapboard from under oyster bar. 90. INTERIOR SECOND FLOOR ABANDONED PIER. 90. HONEY is practicing and trying to get up her nerve. She runs to window, stops, goes back and runs up again, getting her rhythm. 91. "PRIDE OF BALTIMORE" DECK. 91.92. INTERIOR SECOND FLOOR ABANDONED PIER. 92.ACTION! HONEY runs and jumps through window. 93. DECK OF "PRIDE OF BALTIMORE." 93. HONEY comes crashing down in a hail of broken glass and lands directly on her mark holding her grenade. PARTY GUESTS scream in panic and try to escape but PETIE, DINAH, FIDGET and LEWIS block every exit with drawn guns. HONEY, bleeding from tiny cuts looks up to CECIL'S directorial glare and realizes she is supposed to act.WAS IT YOU?!!I SAID BACKGROUND ACTION!OF BALTIMORE." HONEY aims gun at PRODUCER C, terrified the gun is as real as her grenade was.HELP! IT'S ME! HONEY WHITLOCK!NOBODY SAID CUT! PETIE fires gun and kills COP who shot RODNEY. PARTY GUESTS and STUDIO EXECS dive under tables or jump overboard. LYLE is suddenly so stoned that he can't move.HOLD STILL FOR FOCUS! FIDGET plays pocket pool while firing away, hitting a few COPS.FINISH THE FUCKING SCENE!BAD MOVIES MUST BE AVENGED! HONEY fires gun at PRODUCER C. PRODUCER C clutches his stomach and doubles over. HONEY covers her mouth in real horror. Instantly PRODUCER C recovers, realizing the bullet was a blank.THAT'S A CUT! CECIL is shot in the left shoulder by POLICE. HONEY kisses RAVEN goodbye and makes a break for it and runs towards MARINE POLICE.NO! NO! WE'LL GO TO SUNDANCE TOGETHER, I PROMISE! CECIL, clutching his shoulder wound, looks up in shock to see HONEY being dragged off ship in handcuffs as POLICE read her her Miranda rights.GET OFF ME! DON'T YOU KNOW WHO I AM? I'LL HAVE YOU FIRED! I'M AN OSCAR WINNER!HOOOONNNEEEEYYY! As HONEY is roughly shoved in back seat of cop car, SPROCKET HOLES open fire and blast out back window.HELP ME CECIL! HELP! Cop car pulls out: siren wailing. .94 Cut to EASTERN AVENUE, main thoroughfare of EAST 94 BALTIMORE. Helicopter shot of speeding police car taking HONEY95 INTERIOR COP CAR. 95. HONEY is a wild animal, kicking, biting and struggling with COPS. ATTICA! RODNEY KING! DAVID BEGLEMAN! Suddenly we see the UTZ potato chips truck pull up next to speeding cop car. PETIE is at the wheel. Van door slides open and there are PAM and CHARDONNAY aiming the film equipment as DINAH is ready to mark the take. SPROCKET HOLES, nursing their wounds, but still obsessed, aim guns at cops. COPS look over in total shock at CECIL, bleeding and injured but ready to direct. They fumble for their weapons while still battling HONEY.ACTION! COPS fire at CECIL but PETIE swerves the van expertly to make them a hard target. SPROCKET HOLES shoot back but they are beginning to run out of ammunition.LONG LIVE GUERILLA FILMMAKING!CUT!96 EXTERIOR GRAND THEATER. 96. Marquee reads "FAMILY FILMS ONLY - NO NC-17, X OR R-RATED FILMS EVER SHOWN" followed by the title of the Disney-esque current attraction. Cop car careens into boxoffice booth of theater and crashes into lobby as FAMILIES with CHILDREN scatter in fear. CECIL leaps from the van with gun drawn and runs to cop car as SPROCKET HOLES pile out of van. 97 INTERIOR GRAND LOBBY. 97. Cop car is wrecked, smoke pours out of the engine. Both COPS are bleeding and unconscious. HONEY is injured but alive and struggles to climb out of car handcuffed as RAVEN rushes to touch her up and HONEY eagerly embraces her.I AM CECIL B. DEMENTED, THE ENEMY OF FAMILY FILMS! He fires gun in air but he is out of ammunition. FAMILIES jeer, refusing to be intimidated. FAMILY MAN A YOU COULDN'T DIRECT TRAFFIC, HACK! FAMILY LADY B GO BACK TO FILM SCHOOL, STUPID! FAMILY BOY A STRAIGHT TO VIDEO! THAT'S WHAT YOU ARE! DINAH shrugs that she, too, is out of bullets.FAMILY MAN A We don't want to be in your sick little movie!FAMILY GIRL A Yeah, pay us, cheapskate!FAMILY LADY A I I'm not anybody's extra! ACTION! FAMILY LADY A I'm sick of violence! FAMILY GIRL A I HATE THE F-WORD!WE WANT FRONTAL NUDITY!! FAMILIES howl in anger, covering their children's ears and continue forward in an angry mob.FAMILY LADY A YOU STINK HONEY WHITLOCK!You're one of us now, you know what to say! FAMILY MAN B I walk out of your films on airplanes! HONEY gets hit in the head with a Jujy Fruit.their seats, cheering their hero Jackie Chan. Suddenly CECIL runs into front of theater through fire door with HONEY and SPROCKET HOLES.the sight of ACTION FANS. As karate mayhem rages on screen, ACTION FANS attack FAMILIES with karate chops and FAMILIES turn in their tracks and run for their lives. HONEY is mobbed by ACTION FANS who beg for autographs. HONEY signs, confused but willing. 100. EXTERIOR PATTERSON THEATER. 100. Hiway Film Delivery truck is parked and uniformed DRIVER is unloading 35mm film cans into lobby. PETIE and LEWIS run outside. CECIL B. DEMENTED WANTS YOUR KEYS!WANNA BET?! LEWIS gives an expert karate chop to DRIVER who in turn uses a few quick karate moves of his own on LEWIS. PETIE jumps in and picks up DRIVER and throws him into display case out front of theater, smashing the glass and knocking DRIVER unconscious.

MRS. MALLORY sneakily disconnects a tube to LITTLE WILLIAM who starts gasping for air.

it. DINAH comes running, firing into the air, and throws bags of money into back of limo and jumps in. CHERISH, LYLE, RAVEN, FIDGET, CHARDONNAY and PAM come charging out of theater, firing their guns to cover their escape.

CECIL drags HONEY outside, still in a chokehold as RODNEY fires wildly to keep anyone at bay.

Yeah, but "Bullit" was good! LYLE snorts cocaine off a coke-spoon and nonchalantly picks glass out of his hair.

CECIL fires his gun in the nick of time and shatters approaching cop car's windshield.

PETIE makes a hard right and zooms up church driveway as two cop cars collide behind him.

FIDGET cheers like a kid and starts absentmindedly playing pocket pool.

away in fear. Limo bumps down road at high speed and trunk door bangs shut, knocking HONEY into submission. Limo makes a fast right.

PETIE peels out in other direction. 53. Cut to EXTERIOR "SPROCKET HOUSE," a run-down, 53. seemingly abandoned warehouse in an industrial part of t:he city. The moon is full and the quiet is interrupted by faint sirens in the distance. Suddenly, like a low-rent Bat Cave, the large industrial garage doors swing open and the white limo speeds inside.

54. Dissolve to INTERIOR SPROCKET HOUSE. HONEY's 54. "dressing room"; a bizarrely decorated prison cell fit for a movie queen.

HONEY is blindfolded, gagged and tied to a director's chair with her name printed on the back, still wearing her torn and soiled premiere gown.

LEWIS, now dressed in terrorist punk outfit removes HONEY's blindfold and gag as she sputters in terror. We see LEWIS has D-A-V-I-D L-Y-N-C-H tattooed on his fingers.

HONEY's e yes light up in terror as she sees CECIL, now attired in insane grunge Cecil B. DeMille inspired outfit being lowered by PETIE on jerry-rigged film crane. "Otto Preminger" is tattooed on CECIL's bicep.

.Hello, I'm Cecil B. DeMented and I'm your new director... HONEY stares in confused horror.

I'd like you to meet your co-stars ...I call them the "Sprocket Holes."

HONEY looks over in fear as the SPROCKET HOLES, now changed from their theater uniforms into their own

scary "terrorist chic" fashions, gather around CECIL in a "crew-shot from hell" pose.

Hi, I played you in lots of porno movies. "Some Kind Of Happiness"? I've already shot it - only it's called "Some Kind Of Horniness."

Lyle? LYLE takes a big huff of glue in plastic bag and steps forward. He is dressed in scarily in 1970's junky wear meets 90's Hollywood sleaze, and sports a "Herschell Gordon Lewis" tattoo across his skinny chest.

Hi, I'm Lyle and I'm your leading man. I've had a boner for you for years. HONEY pales.

Don't worry, we've all taken a vow of celibacy for celluloid. No one gets laid until we've finished our movie. We're horny... CHERISH starts writhing sexily.

.but our film comes first. CECIL gently shoves her away as SPROCKET HOLES undulate in sexual frustration.

.And now for the crew. PAM the popcorn girl swaggers over carrying a beat-up vintage 16mm movie camera and aims it at HONEY's face. She is wearing a black para-military jump suit and we

From behind a curtain, covering a room of lab and editing equipment comes DINAH, now dressed in alarming vintage fashion outfit that shows off her shapely but purposely hairy legs. "Sam Fuller" is tattooed on her back. She wheels a TV set and VCR mounted on wheels framed by little velvet curtain.

equipment. You fuck with me, sister, and you're DEAD! (Smugly to CECIL) We made the news...

CECIL nods to DINAH to turn on the VCR to show clip taped from TV.

. So once again, our top story. Sylvia Mallory, the fifty-two year old chairwoman of the Maryland Heart Fund died tonight at Union Memorial Hospital following an on stage heart attack she suffered in the middle of Honey Whitlock's kidnapping at tonight's Baltimore movie premiere...

SPROCKET HOLES stare in amazement at TV screen, the enormity of their act barely sinking in.

.the teenage gang of cinema terrorists who apparently infiltrated the staff of the Senator Theater are now eligible for the death penalty in the State of Maryland...

CECIL nods to DINAH to turn it off, which she does. SPROCKET HOLES gulp and look to their leader for guidance.

Miss Whitlock, we're going to make our first film and NOBODY'S going to stop us. Lots of kids dream of making a movie...

Suddenly CECIL enters dressed to the nines in another lunatic "movie director" outfit. He is accompanied by DINAH, who is even more severely dressed in thrift-shop couture, carrying a clip board and a stop watch.

(Hearing helicopter noise outside, and smiling) .and the whole world is watching...

Please take off your clothes. 58. INTERIOR SPROCKET HOUSE. Equipment area, next to 58. "Wardrobe."

PAM is changing the film in her changing bag between her legs. She hears FIDGET and looks up excitedly. CHARDONNAY takes off her earphones and nods to LEWIS who is finishing up painting a van to look like a FEDEX delivery truck. All quickly exit.

DINAH leans over set wall from above and watches with open lesbian lust.

Don't worry, they're not allowed any form of sexual release.:. HONEY nervously starts to unzip her gown. SPROCKET HOLES let out an involuntary sexual moan.

RODNEY moans in sexual frustration as HONEY begins getting dressed in FIDGET's costume.

LEWIS, CHARDONNAY, and PAM watch from peepholes, breathing hard and moaning as HONEY slips into jacket. PETIE appears and jealously catches RODNEY trying to peek down the front of HONEY's jacket. RODNEY looks away guiltily.

FIDGET whacks and "creates," lewdly "styling" HONEY's outfit. He then wheels full-length mirror to HONEY and signals to CECIL she is ready.

HONEY sees her transformation into terrorist glamour girl for the first time.

This is Sprocket House, Miss Whitlock, think of it as your studio.

They arrive at the amazingly inventive exterior set of "RITZ CINEMA," a tiny guilded movie palace gone to seed. Marquee reads: PASOLINI FESTIVAL. HONEY stares dumbfounded.

Can't you say good morning to Lewis? He worked hard on this set with a budget of zero.

Our picture is called "Raving Beauty." You play the insane owner of a failed art theater who along with her film fanatic boyfriend Lyle. . .Lyle come on over...

CHERISH enters in eye-popping "super model goes bad" look as HONEY's eyes light up in horror.

.Together, the three of you vow to start a revolution to destroy mainstream cinema...

How's this for motivation? Huh? CECIL zaps her painfully with the stun gun. HONEY twitches in agony and lets out a painful scream.

There are no creative differences on a Cecil B. DeMented set, Miss Whitlock. Got that? One day you'll thank me for saving you from your bad career. (To LYLE and CHERISH)

Alright, walk-through rehearsal. DINAH slams the open, hand-written, fetishistically- covered script into HONEY's hands.

CHERISH takes her place in cashier's booth as DINAH drags HONEY inside theater door with LYLE to wait for her cue.

Want some Ecstasy? HONEY shakes her head negatively in helpless horror. LYLE shrugs his shoulders and happily pops the pill into his mouth.

.and ACTION! CECIL moves around stage, making cliche director's frame with his hands as PAM and CHARDONNAY rehearse camera and sound moves behind him.

All the camera equipment has "UNIV OF MD" stenciled on it that has been scratched out half-heartedly.

(In character, pissed) I didn't sell one ticket, Lyle. Nobody came!

Pasolini's playing and we have an empty theater?! DINAH pushes HONEY on stage.

Not for "THE FLINTSTONES"!? CECIL starts banging his head painfully on cement wall to show his displeasure at HONEY's reading.

PETIE fellates his own gun, RAVEN closes eyelash curler on her tongue.

(Entering in character) Hey, Cherish, it's 8:00. Am I supposed to get this show on the screen or what?

That's more like it, Miss Whitlock! CHERISH gives HONEY a suddenly jealous look.

There are no rules in outlaw cinema, Miss Whitlock, only edges. We believe technique to be nothing more than failed style. You see, I've had a vision...

"Miss Whitlock seems a little ill at ease and past her prime to carry a picture by herself, especially one as sappy and overproduced as "Some Kind Of Happiness."

.and remember there are no bad takes in a Cecil B. DeMented picture - just keep the scene going

Your Hollywood system stole our sex and co-opted our violence so there's nothing left for our kind of movies... except this!

WOW! I'm peaking! RODNEY, RAVEN and FIDGET run to HONEY and touch her up and adjust costume whenever she's off camera.

I am Cecil B. DeMented and you're in my movie! Look in the camera

and ruin a take and you're both dead! CANDY COUNTER GIRLS get nervy, eager to be in any movie.

Hey, what's the trouble here!? CHERISH glares at a large marketing booth filled with items for sale in lobby.

movie ... . I'm just the manager... CHARDONNAY knocks him out cold with one smack of her boom pole.

HONEY, looking more relaxed, with only one leg cuffed to director's chair, watches herself on film in the arty, grainy, but very striking footage.

RAVEN does a "devil dance" with herself and ritualistically drinks from a skull head.

Before I was a drug addict, I had so many different problems, Honey. Now I just have one - drugs. It gave my life a real focus.

Cut to CECIL on crane with CHERISH as they hornily watch CHERISH on film.

(Suddenly riding CECIL's leg) How can you see me on film and not want to fuck me?!

(Suddenly back in control) I'm not "all your directors," Cherish.

(Grabbing microphone and addressing his followers) SOLDIERS OF CINEMA, save your

sexual energy for the silver screen... SPROCKET HOLES break apart and look up to CECIL.

LEWIS scratches a sexual note in the music as he lusts towards CHARDONNAY who sings out a torrid moan.

DINAH writhes in horniness, pulls her pistol and fires at "The Films of David Lean" coffee table book she uses as a target.

. Do whatever it takes to avoid sexual release! Get as drunk as Sam Peckinpah... PAM guzzles whisky.

But stay celibate for celluloid! Cut back to FIDGET on phone. We see his suburban MOM answer on split screen.

RAVEN, possessed by the devil, rolls her eyes back in devil horniness.

.the racial tension of Spike Lee... CHARDONNAY lets out a soulful wail as she dances in sexual abandon.

FIDGET freezes and looks down at William Castle's name tattooed on his arm.

(Still on phone) Hello? Fidget, talk to me! Hello? We'll come and get you! Tell us where you are! Hello? Hello?

FIDGET hangs up phone and starts playing pocket pool frantically.

Oh, Andy Warhol, we worship you from the new cinema underground...

HONEY guzzles down the martini. CHERISH prays the hardest, still sexually aroused.

.help us to use our sexual frustrations as you did for the future of outlaw film!

He hits hideously loud alarm button. SPROCKET HOLES leap to their feet and stagger into film production.

My father is a Zo-Zo, the three-headed guard dog at the gate of hell!

you. . .Honey Whitlock was awesome! HONEY looks in confusion to CECIL who smiles proudly back. Tape jumps to a different news show showing TEEN GIRL, wearing a handmade "CECIL RULES" T-shirt. She stands out front of the popular local art house, The Charles Theater.

I think Honey Whitlock is right - most films suck and it's time somebody did something about it...

.Nobody forced her to be in that movie, I could see that, but she was damn good! Scarier than hell, if you ask me! She looked different from her other films, too...I don't know... younger.

HONEY's face lights up but CECIL quickly brings her down to earth.

DINAH zaps on TV and we see MIDDLE-AGED MAN in suit behind podium at press conference. Subtitle identifies him as "MARYLAND FILM COMMISSIONER."

Cecil B. DeMented, the Maryland Film Commission refuses to be intimidated by your pathetic gang of cinematic misfits...

77. Cut to "PRIDE OF BALTIMORE," a tall tourist 77. attraction docked in the Inner Harbor, the popular retail area on the water near the Convention Center. The "Hollywood Oyster Bash" is in progress as FILM COMMISSIONER continues his speech.

.That's why we're here today on "The Pride of Baltimore" to celebrate location shooting in Maryland with many of the brave production and studio heads from out of state who also say NO to cinema terrorism.

79. Wipe to EXTERIOR SPROCKET HOUSE. 79. Doors swing open and CECIL's speeding van, driven by PETIE and now hurriedly painted over to resemble UTZ Potato Chips delivery vehicle, flies out and careens around the corner.

CECIL is hastily re-writing his script in long-hand and as soon as he finishes a page, DINAH snatches it and passes it out to HONEY, LYLE and CHERISH who are now dressed in FIDGET'S newest terrorist costumes. The rest of the SPROCKET HOLES, dressed in caterer's outfits, huddle in the back of the van preparing the film equipment. RODNEY and RAVEN, as always, touch up HONEY.

OK, in this scene you guys are the avenging angels of underground cinema...

(Suddenly testy, to HONEY) You think just 'cause you made "real" movies that you're better than me, don't you?

When I was ten years old my entire family fucked me under the Christmas tree...

I guess you are. "Jingle Balls, Jingle Balls," my stupid brother started singing. You think that's funny?

It's all behind you now, Cherish. (Looking out window) We're here...

Ask anyone who's shot their film in Maryland! We have the exact location you need for your next production...

"Human pile," screamed my grandfather as they all jumped on! Do you know what a human pile is?!

OYSTER SHUCKER goes to get more oysters in kitchen and DINAH jumps him from behind holding a shucker to his neck.

.The Maryland Film Commission pledges to work with state and federal agencies...

CHARDONNAY hits WAITRESS over head with boom pole and grabs another tray of oysters.

PRODUCERS and STUDIO EXECS applaud as FILM COMMISSIONER takes his seat.

See Pam? HONEY looks down to PAM, and sees PAM putting gaffer's tape mark on deck of ship.

That's your mark. When you hear "Action," jump through the window, and land facing Pam's camera.

HONEY spots a marine police boat quickly darting behind "Pride of Baltimore," filled with MARINE

Places, you fools! CHERISH and LYLE rush to scurry back down steps. CECIL hands HONEY a grenade and a gun.

Don't worry, they're just props. After your first line, throw the grenade at the Film Commission. Nobody will get hurt.

HONEY throws what she thinks is her "prop" grenade. The FILM COMMISSIONER dives out of the way and it explodes.

HONEY, horrified that the "effect" was real looks up to CECIL but he has vanished.

ALL EXTRAS - keep eating the oysters or you will be shot and killed!

Panicked party guests immediately slurp down oysters in gastronomic detail for PAM'S camera.

CHERISH and LYLE, enter ship on cue in character, with guns drawn.

(Grabbing PRODUCER B) Didn't you produce that foreign language hit that was remade badly in English?

Didn't you just greenlight another new movie based on a video game? STUDIO EXEC A

It wasn't my idea... I'm just a vice president of creative affairs!

Do it. MARINE POLICE suddenly open fire on SPROCKET HOLES. RODNEY is instantly killed as he mixes HONEY'S hair dye.

HONEY screams, thinking she is being rescued as RAVEN bravely tries to touch up her makeup.

CHERISH, firing her gun wildly, runs to LYLE and manages to pull him "off set" as HONEY freezes in terror deciding between her director or the POLICE. CHARDONNAY fires her gun and accidentally blasts her ears over earphone and lunges to turn down volume control on her Nagra.

FAMILIES start throwing their concession stand candies at LYLE, CECIL and SPROCKET HOLES and advance towards them.

FAMILIES' eyes light up in rage as they charge CECIL, HONEY and SPROCKET HOLES, pelting them with their concession candies. Completely outnumbered, and out of ammunition, CECIL realizes they had better run for their lives.

CECIL and SPROCKET HOLES take off with FAMILIES in hot pursuit. 98. EXTERIOR "PATTERSON THEATER." Around the corner 98. from the "Grand Theater." Marquee announces "ADMISSION ONE DOLLAR ALL TIMES" and lists three recent Jackie Chan film titles. CECIL and his SPROCKET HOLES round the corner and stop in happiness at seeing the theater. CECIL smiles in relief and beckons his gang to follow as FAMILIES gain on them in fury.

Intense karate fight scene finale is on screen as packed AUDIENCE of inner city ACTION FANS watch on the edge of

The entire audience of tough ACTION FANS leap to their feet. FAMILIES rush into theater and freeze in horror at

.The slash and burn of the white hot metal will brand you forever with the logo of Cecil B. DeMented... Wear the privileged scar of cinema sainthood with pride and horniness...

LYLE projects the dailies of the day on wall as he pops Percodans.

HONEY, out of her cell and unguarded for the first time, watches her "stunt" footage with pride as she gets the vodka bottle from their filthy dirty freezer and goes about the ritual of making the perfect martini.

LEWIS, proudly displaying his brand, DJ's the music as CHERISH writhes in a sexy go-go dance for CECIL. CHARDONNAY painfully caresses her fresh brand and wails out the chorus of "DeMented Forever." HONEY empties ice tray into martini shaker.

.There is no such thing as family. We are the orphans of cinema and without our movie, we do not exist!...

PETIE approaches CHERISH with the red hot brand and she eagerly sticks out her. arm.

(Squeezing out the bullet from his injury) .Rodney died for the roots of cinematic rebellion...

HONEY stops making martini and quickly checks her hair to see if any dark roots are showing and smiles at

I knew you were the weak one, Fidget. (Eyes widening in hypnotic

(Right in FIDGET's face) And to top it off...they talk out loud in the theater once the feature has begun!

SPROCKET HOLES grimace in horror. Even HONEY shakes her head in disgust as she pours martini into glass.

You ain't seen nothing yet! Tape cuts to FILM COMMISSIONER, bandaged but defiant.

PAM shoves Panavision camera off crane and it just E misses DIRECTOR as it smashes to floor.

Hello, this is Cecil B. DeMented speaking to you directly from this theater...

CECIL FANS A, B & C jump out of their cars happily along with other supporters.

REDNECK FAMILY guiltily starts up engine of car, hoping to escape along with other terrified FAMILIES.

JOCKS A, B & C leap from car, ready for a fight as do other gung-ho CECIL ENEMIES.

Pay no attention to the studio executives in the helicopter above...I HAVE FINAL CUT!...

CECIL FANS A, B, C and other FANS rip off speakers from poles and throw them at JOCKS and other CECIL ENEMIES.

Honey Whitlock is here with us tonight... CECIL FANS yell their approval.

.Live and in person! And she's dying to meet you! GROUPIE proudly shines the headlights of his car towards the roof of the concession stand as other CECIL FANS follow suit. 162. EXTERIOR ROOF OF CONCESSION STAND. Lit like a sound

Honey, I've had a final vision. Would you set your hair on fire for our movie...?

(Weakly, clearly dying) Prove yourself one more time... for your cast...

HONEY looks into CHERISH's brainwashed face as her eyes roll back in her head, flash cut with "Directed by Andy Warhol" credit.

Your crew... SPROCKET HOLES stare back at HONEY in a fast montage of their insane faces hallucinating credits of their favorite directors: William Castle, Kenneth Anger, Sam Peckinpah, Spike Lee, David Lynch, Fassbinder. FIDGET holds a pitiful fire extinguisher.

(Crawling from stretcher) That, fellow Sprocket Holes, is a wrap!

(Shooting up in his leg) Film revolutionaries can never be stopped!

RAVEN runs forward with a bottle of poppers and gives LYLE a snort. He smiles and twitches in final death rattle.

Dear Diary, another day and the same old thing... everywhere I go-everything I do seems

to lead to the same dead end... (She turns over to write on her stomach) .my derriere...

Cut to AUDIENCE of single men watching hornily as whole rows of seats vibrate from audience "participation."

Yeah, that's my ass alright and it's in trouble. Can me and my friends come inside?

The movie on screen cuts to CHERISH in a closeup. She lets out an erotic squeal.

(Writhing in closeup) Oooohhh, Pellett! You're just like all the rest! Oohh, Pellett! Oohhh!

TEAMSTERS I & J enter back of theater, look to the screen in sudden disgust and then spot CECIL and SPROCKET HOLES in AUDIENCE.

LEWIS, CHARDONNAY, PAM, PETIE and RAVEN watch hornily along with moaning AUDIENCE as a frustrated FIDGET attempts to play pocket pool with his injured bleeding hand.

Even HONEY is a little turned on and dares to catch GROUPIE's eyes again.

Say it... HONEY downs martini and, trembling in anger, puts out her arm for the brand.

(Leaning into microphone) Fidget, it's Mommy. We know you've seen too many R-rated movies and we're here to help...

Suddenly mini-cams from other local news teams speed into drive-in behind them.

(Looking into camera) Cecil B. DeMented, you can never stop Hollywood! The Maryland Film Commission is pleased to announce there will be nna delay in tomorrow's once-secret start date for the 65 million dollar,

.starring Michael J. Fox! Tape cuts to MICHAEL J. FOX dressed in Forrest Gump look. Subtitle reads "Live in Baltimore."

CECIL pulls HONEY away from AUTOGRAPH SEEKERS to escape but stops and poses with HONEY for a celebrity polaroid with a bunch of ACTION FANS.

PETIE is gunning the motor of Hiway Film Delivery truck with LEWIS aboard as DRIVER lies unconscious on ground. CECIL, HONEY and SPROCKET HOLES come running out of theater and pile on to truck as ACTION FANS chase after them, cheering and begging for autographs.FADE OUT. 103. Fade in to EXTERIOR SPROCKET HOUSE. NIGHT. 103. We hear a jazzy, gospel-influenced rap song being DJ'd by LEWIS and sung by CHARDONNAY on soundtrack entitled "DeMented Forever." 104. INTERIOR SPROCKET HOUSE. 104. PETIE, dressed in mourning, brands CECIL on the arm with the CECIL B. DEMENTED logo as SPROCKET HOLES lie exhausted, awaiting their turn for the brand, nursing their wounds, loading their guns, and eating junk food. CECIL, bandaged, filthy, wide-eyed in directorial fanaticism rants to his followers below.My real life began in the cinema... PETIE brands CHERISH's arm.DEMENTED FOREVER! PETIE turns to PAM, DINAH and LYLE with branding iron.DEMENTED FOREVER! Shot of HONEY pouring vodka into shaker. RODNEY turns to RAVEN whose eyes light up in satanic glee.RAVEN..and he's now in cinema hell where one day we'll all be reunited. RODNEY brands RAVEN.PLEASURE IS PAIN! SLAVERY IS FREEDOM! SUICIDE FOR SATAN! HONEY scientifically adds one drop of vermouth to martini shaker and looks up sharply at the mention of suicide and gives RAVEN a stern but motherly disapproving look. RAVEN looks away guiltily, feeling HONEY's influence.CECIL AND SPROCKET HOLES DEMENTED FOREVER! A distracted HONEY expertly shakes her martini happily. PETIE turns towards FIDGET with the brand and FIDGET begins playing pocket pool frantically in fear. HONEY takes chilled martini glass from freezer. CECIL sees FIDGET's fear and nods to DINAH to turn on video footage with remote. FIDGET looks sad to see his PARENTS flash on the TV screen taped from WJZ TV news show.I DON'T WANT TO BE IN SHOW BUSINESS ANYMORE! SPROCKET HOLES freeze in horror at FIDGET'S disloyalty and stare at him in cult pressure. HONEY pops an olive into martini glass and looks up in surprise.OK! OK! MY PARENTS ARE THE ENEMY OF FILM! DO IT! PETIE brands FIDGET as CECIL smiles victoriously. HONEY, slightly tipsy, joins the SPROCKET HOLES in singing the refrain. DEMENTED FOREVER! CECIL turns to HONEY as PETIE brandishes the red hot iron.

PETIE peels out the truck, as one diehard FAN keeps running along so HONEY can finish signing her signature, hanging out the back of truck.

FIDGET looks around at the brainwashed faces of his disgusted, judgmental cult and crumbles. HONEY greedily gulps down her martini.

Well, I was married to her for seven years so I know just how nuts Honey Whitlock is...

JAY LENO and STUDIO AUDIENCE howls in laughter. HONEY stares at TV, betrayed as RAVEN gently puts her t arms around her in comfort.

me if she was in on her kidnapping from the very beginning. She'd do anything for sex...

HONEY sputters in fury as RAVEN pats her affectionately. hopefully played by the real actor.DEMENTED FOREVER! PETIE brands HONEY's arm as she grits her teeth bravely and SPROCKET HOLES cheer.ACTION! TEAMSTER A freezes in shock. PETIE quickly pulls out stun gun and zaps TEAMSTER A in neck. LEWIS and DINAH yank TEAMSTER A's twitching body inside truck and PETIE quickly slams door shut. 108. INTERIOR "STUDIO TWELVE." Giant sound stage. 108. Famous park bench set of "Forrest Gump." MICHAEL J. FOX, dressed in character sits on park bench in front of elaborate back drop painting of the Baltimore skyline. ELECTRICS scurry about tweaking the lights. HAIR and MAKEUP people touch up the star as PROP MASTER hands MICHAEL J. FOX a crab cake platter and paper plate for the scene.D.P. No sir. We're set! 109. Cut to INTERIOR "STUDIO TWELVE" ENTRANCE. 109. TEAMSTERS are playing cards, reading "The Racing Form." Suddenly PETIE appears from back hallway and pistol whips TEAMSTER B who is supposed to be guarding the door. As TEAMSTERS leap to their feet, LEWIS, DINAH and FIDGET rush in front door with guns drawn.110. INTERIOR "STUDIO TWELVE." SET. 110. DIRECTOR returns to his director's chair in front of video assist monitor next to his SCRIPT SUPERVISOR.MICHAEL J. FOX You got it. 111. INTERIOR "STUDIO TWELVE." Perimeters of set. Two PRODUCTION ASSISTANTS listen to walkie-talkie. A.D. LOCK IT UP! P.A.#1 Lock it up! LYLE taps P.A.#1 on shoulder. He turns around and LYLE punches him in the mouth. CHERISH grabs walkie out of stunned P.A. #2's hand and smacks him in the face with it, knocking him out. 112. INTERIOR "STUDIO TWELVE" ENTRANCE. 112. LEWIS and FIDGET tie up and gag the last of the TEAMSTERS they've overtaken. LEWIS spots an issue of "Variety" and sneaks a look inside before rushing inside studio with FIDGET. 113. INTERIOR "STUDIO TWELVE." Off set left. Deep in 113. cables and camera equipment. FIRST A.D. Picture's up! DINAH strangles FIRST A.D. from behind with her low-tech clapboard. 114. INTERIOR "STUDIO TWELVE." Near set. 114. FIDGET and LEWIS sneak up on GRIPS as they tweak the lights and knock them out by hitting them over the head with C-stands. 115. INTERIOR "STUDIO TWELVE." Off set right. Other 115. side of flat. CECIL and PAM scurry up scaffolding to the top of flat overlooking "GUMP SET." 116. INTERIOR "STUDIO TWELVE." On set. 116. HAIR and MAKEUP finish MICHAEL J. FOX's last minute touch-ups and run off set. RAVEN and RODNEY jump HAIR and MAKEUP from behind and drag them behind flat where LYLE, CHERISH and HONEY wait as FIDGET adjusts HONEY's costume. 117. INTERIOR "STUDIO TWELVE." Off set left. 117. DINAH has taken over FIRST A.D. job.D.P. Camera rolling!CAN I HAVE FUCKING QUIET?!ACTION! MICHAEL J. FOX munches a crab cake on park bench as scene begins. A LARGE LADY sits next to him on bench. MICHAEL J. FOX Hi, I'm Forrest Gump...MICHAEL J. FOX You want some of my crab cake?... CECIL jams his fingers in his ears and twists his face in agony at hearing the dialogue as PAM nervously operates a Panavision camera for the first time. CECIL catches her secret enjoyment of the high-tech equipment and gives her a furious look. PETIE expertly lowers them down on crane, mimicking the original opening shot of "Forrest Gump."MICHAEL J. FOXCUT!INTERIOR "STUDIO TWELVE." ENTRANCE. TEAMSTERS, now conscious, are struggling to free one another from SPROCKET HOLE restraints.We'll get their little 16mm asses.ACTION! HONEY, LYLE and CHERISH enter, in costume, in character, pointing weapons.I FUCKING HATE FORREST GUMP! MICHAEL J. FOXDON'T STEP ON MY LINES, ASSHOLE! 121. INTERIOR "STUDIO TWELVE." Off set. 121.(Frantically adjusting her lens) Visions of light! HONEY gulps as bullets whiz around her head and then jumps right back into character. DEATH TO ALL WHO ARE CINEMATICALLY INCORRECT! (Fires her gun in air)THAT MEANS YOU, FUCKERS! CECIL fires his gun and kills TEAMSTER B. CECIL is shot in the chest by TEAMSTER C and falls toWILD SOUND!DINNAAHHH! EXTERIOR "STUDIO TWELVE." A badly injured and distraught CECIL staggers outside with HONEY and what's left of his wounded SPROCKET HOLES, and they limp up the street. CHERISH races ahead and turns the corner just as bleeding TEAMSTER F staggers out of studio and collapses. TEAMSTERS I & J come around corner, sae what's happening and take off after CECIL and SPROCKET HOLES. 124. Cut to marquee APEX ADULT CINEMA. 124.CHERISH." Camera pans back to CHERISH's face smiling in relief at seeing her old flagship theater. CECIL, HONEY and SPROCKET HOLES stagger around corner and CHERISH beckons them to follow. 125. INTERIOR APEX ADULT CINEMA. 125. The credits for "REAR ENTRY," a heterosexual porno parody of Honey's big Hollywood hit, "Forced Entry" are just beginning. "STARRING CHERISH" flashes on screen. We see CHERISH in the film dressed in skimpy lingerie outfit and Honey Whitlock wig as she writes in her diary on bed.126. LOBBY OF APEX ADULT CINEMA. 126. Concession stand is filled with porno mags, marital aids and rubber good instead of refreshments. "SNIFFLES," the mutant theater employee behind counter reads "Hershey Highway," a porno mag with CHERISH's picture on cover. CHERISH, disheveled, filthy and out of her mind with fear, comes running and, force of habit, adjusts her breasts to look good.127. INTERIOR APEX ADULT CINEMA. 127. CHERISH is on screen, still writing in diary. CHERISH (V.0.) Why is it that men only want my ass? (Takes her pet gerbil out of cage next to bed) Do you know why, little Pellett? (Accidentally drops PELLETT in bed covers) WHOOPS! AUDIENCE lets out a moan of ecstasy. Cut to CECIL, CHERISH and SPROCKET HOLES, injured but suddenly horny as they take their seats in middle of the theater.(On screen, squirming around bed, trying to find herREAR ENTRY! HONEY at first looks shocked but then bursts into laughter. Cut to wide shot - AUDIENCE whacks away in pockets in a sexual frenzy. 128. Cut to INTERIOR THEATER LOBBY. 128. TEAMSTERS I & J have SNIFFLES in a chokehold.Who? There's nobody here but us whackers! TEAMSTER J punches SNIFFLES in mouth. 129 INTERIOR APEX THEATER. 129. Cut back to movie screen.DEMENTED FOREVER! GROUPIE gives her the power fist sign. CECIL is shocked and glares at HONEY and SPROCKET HOLES to stay celibate. i TEAMSTERS rush in horror through AUDIENCE of whackers toward CECIL and SPROCKET HOLES. CHERISH, in theater, turns and sees approaching TEAMSTERS. CHERISH, on screen, goes into theatrical orgasm.GET IT! PELLETT! GO ON BOY! GET IT! AUDIENCE is near orgasm. CHERISH leaps to her feet.PORNO FANS, IT'S ME, CHERISH! AUDIENCE's eyes bug out of their heads at seeing the real thing. AND I NEED YOUR HARD-CORE HELP! AUDIENCE jumps to it's feet, still whacking in pockets. TEAMSTERS stop in their tracks, horrified to face their horny opponents, some of whom are unzipped.CELIBATE FOR CELLULOID! SPROCKET HOLES stop panting and moan in sexual frustration. GROUPIE rushes over to HONEY's side. CECIL glares at him in a macho power struggle. GROUPIE defiantly puts him arm around HONEY as she begs CECIL with her eyes for approval. GROUPIE smiles and pulls up shirt sleeve to reveal to CECIL the "Cecil B. DeMented" tattoo on his arm. CECIL suddenly basks in cult worship. HONEY beams in happiness. CECIL and GROUPIE give each other the power handshake. FADE OUT. 130. Flip wipe to marquee "BENGIES DRIVE-IN THEATER." 130. Night. HONEY WHITLOCK TRIPLE FEATURE FREE WANTED POSTER 131. Cut to DRIVE-IN SCREEN. 131. HONEY WHITLOCK appears on screen in her old movie "Forced Entry," wearing her signature hairdo and a sexy nightgown as she writes in her diary on her bed. HONEY (Voice Over) Dear Diary, My husband is trying to kill me but nobody will believe me. She hears a noise and sits up in bed as her pet cat jumps into her lap. She clutches it up to her in fear. 132. Cut to TICKET BOOTH. 132. TICKET SELLER is dressed as Honey Whitlock as she sells ticket to carload of CECIL FANS who wear T-shirts with Cecil's picture and the slogan "PUNISH BAD CINEMA." One of the girls is dressed as Honey Whitlock and made up with fake bruises.(Muttering to HONEY in aNobody leaves this drive-in alive until we finish our film.TOTALLY RADICAL! CECIL rolls his eyes at GROUPIE's political fervor as HONEY rips off wig and RAVEN starts touching up her makeup. 133. INTERIOR DRIVE-IN CONCESSION STAND. 133. EMPLOYEES, both male and female, are dressed as Honey Whitlock as they sell popcorn and ring up sales to scores of Honey Whitlock look-a-likes from the drive-in audience. 134. Cut back to DRIVE-IN SCREEN. HONEY WHITLOCK'S CHARACTER is hiding with her cat in terror behind bedroom door as HIT MAN #1 climbs in window with flashlight as suspenseful music on soundtrack builds. HONEY'S CHARACTER takes off down hall outside of her bedroom. 135. INTERIOR DRIVE-IN. 135. GROUPIE pulls car into row of other parked cars with drive-in speakers hooked in windows. CECIL, HONEY and RAVEN get out as GROUPIE pop open the trunk. Out climb FIDGET, CHARDONNAY and LEWIS helping the injured and bleeding PAM and PETIE. They all struggle to carry film equipment. CECIL, HONEY and entire gang of SPROCKET HOLES scatter in the dark between the rows of parked cars towards concession stand. 136. Cut to INTERIOR CAR "B," filled with more CECIL 136. FANS, HEAVY METAL KIDS, one of the girls dressed as heavy metal version of Honey.Or those last minute fuck-head ticket buyers who enter the theater after the feature has begun! GIRL FAN sees CECIL, badly injured, as he limps past car with CHERISH to concession stand.(Slurping his soft drink) Can I get more food?(Turning around, snarling) I told you to stop slurping! REDNECK MOM suddenly sees HONEY WHITLOCK and quickly turns back around.138. MANAGER'S OFFICE. 138. MANAGER is sitting in his wheelchair, counting cash in front of giant ham, gift-wrapped in cellophane with Honey's picture stuck to it. His sawed-off shotgun is propped up on chair nearby. A knock is heard at door.139. INTERIOR PROJECTION BOOTH. 139. LEWIS strangles PROJECTIONIST with 35mm film off film platter. 140. EXTERIOR CONCESSION STAND. PAY PHONE BOOTH. 140.141. DRIVE-IN SCREEN. On screen, HONEY'S CHARACTER's terrorized eyes are lit melodramatically as she holds butcher knife and hears HIT MAN #1 approaching from other side of kitchen door. 142. EXTERIOR DRIVE-IN. Row near concession stand. HONEY, GROUPIE, FIDGET and RAVEN rush by car filled with JOCKS wearing "Cecil Sucks" T-shirts as they yell out to screen.143. DRIVE-IN EXIT. "DO 14OT BACK UP - TIRE DAMAGE" SIGN. WJZ-TV mini-cam truck pulls up and NEWSCASTER and CREW jump out. 144. DRIVE-IN SCREEN. 144. HONEY'S CHARACTER screams in terror as HIT MAN #1 rips open door to kitchen. Just as HONEY'S CHARACTER begins to strike back with knife, HIT MAN #2 reaches through cat-door and grabs her leg. HIT MAN #1 knocks knife from her hand. HIT MAN #2 grabs her ass with other hand. HONEY'S CHARACTER lets out a scream of horror. Suddenly the film jams in drive-in projector and freezes on screen before melting before drive-in AUDIENCE's eyes. The screen goes blank. 145. INTERIOR CONCESSION STAND. 145. LEWIS disconnects fuse box and concession stand is plunged into darkness as CUSTOMERS scream. 146. INTERIOR DRIVE-IN. 146. AUDIENCE starts honking their car horns. Suddenly we hear CECIL's voice booming out over the speakers.

106. Cut to INTERIOR TRUCK. 106. HONEY, frozen in suspense, sits dressed in the most frightening of FIDGET's terrorist couture getups yet, clutching her weapons. LYLE (in a "Dump the Gump" guerrilla jumpsuit) and CHERISH (scarily dressed in skimpy revolutionary uniform) sits with the rest of the SPROCKET HOLES, all clutching film equipment and guns. CECIL grins like a lunatic as PAM and CHARDONNAY aim the camera and sound boom at the door. DINAH holds clapboard.

PETIE slides truck door open and there are SPROCKET HOLES pointing guns and cameras.

DIRECTOR, a Hollywood type, looks up to European DIRECTOR OF PHOTOGRAPHY and his FOCUS PULLER atop Titan crane.

CECIL and PAM stun gun the D.P. and FOCUS PULLER, throw their bodies off crane and onto scaffolding on other side of set wall.

Speed! CHARDONNAY pulls gun on stupefied SOUND MAN as he listens through earphones on the side of the set. PETIE pistol whips the CRANE OPERATOR.

CECIL, finally atop a real professional film crane, licks it in sudden sexual passion.

DIRECTOR happily watches the shot in his video monitor without looking up.

(To MICHAEL J. FOX) I don't eat scavengers. You know what crabs eat? Fish feces.

Well, my Mama always said "Gump happens." Shucks, I guess life is like a crab cake, there's good stuff inside but

Get off my set! NOW! LEWIS pushes over a giant light that just misses a terrified MICHAEL J. FOX and LARGE LADY as it crashes to set.

CHARDONNAY smiles evilly and smashes the SOUND MAN's expensive state-of-the-art sound recorder.

120. Cut back to INTERIOR "STUDIO TWELVE." On set. 120. CECIL and PAM are atop crane with their 16mm camera.

TEAMSTERS B, C, D & E are running to set, tossing guns to each other.

(Trembling in fury) The Directors Guild of America will bring down their swift sword of justice on you rank amateurs!

Suddenly TEAMSTER B opens fire and shoots LYLE in the back of the head right in the middle of CECIL's take.

MICHAEL J. FOX and DIRECTOR dive for cover under park bench as LARGE LADY runs for her life.

his knees in great pain. PAM pans the camera back to TEAMSTER C and shoots her gun and kills him.

CHERISH runs to crane and hops on with CECIL and shoots at TEAMSTERS D & E who rush in.

DINAH sees that CECIL has been hit and a look of fury sweeps over her face.

FIDGET fires his gun at TEAMSTER F with one hand and plays pocket pool with the other hand. He is shot in pocket pool hand by TEAMSTER G and looks down, stunned at his injury.

PETIE maneuvers the crane from below with amazing skill to dodge the bullets as CECIL and CHERISH fire back at TEAMSTERS G & H, and PAM continues to film. PAM is shot in stomach by TEAMSTER G.

LEWIS staple guns TEAMSTER F right in the neck with multiple staples.

CHARDONNAY hurls an expensive microphone at TEAMSTER H just as he is about to shoot her and then continues recording the sound on her own equipment.

Suddenly TEAMSTER D jumps from trap door in set floor with gun aimed at HONEY.

CHERISH fires her gun in the nick of time and kills TEAMSTER D and saves HONEY's life.

HONEY, FIDGET and RAVEN crawl off set as bullets fly over their heads.

CECIL, PAM and CHERISH are cornered by TEAMSTERS E, G & H who advance on crane with drawn guns. PETIE throws his hands in the air. CECIL fires but he is out of ammunition. DINAH frantically reloads her weapons.

CHERISH fires but then she too is out of ammunition. PAM continues to film, bleeding badly from her wound. DINAH suddenly runs in front of CECIL in a kamikaze action and opens fire killing TEAMSTERS E, G & H. CECIL grabs HONEY and all SPROCKET HOLES manage to escape set before TEAMSTER F, badly injured with staples in neck, staggers to his feet and mows down DINAH in a hail of bullets.

CHERISH signals and CECIL, HONEY and SPROCKET HOLES come inside.

Hi! I can't believe it's her! I beat off to her every night! (Hands CHERISH her fake breasts) Would you sign 'em? "To Sniffles."

On screen we see a closeup of PELLETT's excited face and then the movie cuts to PELLETT's point of view, CHERISH's great ass.

CECIL watches in sudden horniness but catches himself. CHERISH looks over at HONEY, proud of her on-screen work.

HONEY smiles politely and then catches eye of ruggedly handsome 35-year-old GROUPIE in audience wearing a Honey Whitelock T-shirt.

We love you, Cherish! AUDIENCE starts advancing hornily on TEAMSTERS.

A friend of pornography! TEAMSTERS look to each other in disgust, start gagging and run from theater in complete nausea.

AUDIENCE turns back to the movie and all at once begin moaning in orgasm along with CHERISH on screen. CECIL leaps to his feet in front of SPROCKET HOLES to prevent last minute orgasm.

TICKET TAKER hands them their ticket stubs and free "Wanted Posters."

FANS' car pulls away into drive-in and next car in line pulls up driven by GROUPIE from porno theater. Snuggled up next to him is HONEY, still dressed it same costume from last scene but now wearing a bad "Honey Whitlock" wig.

We should blow up "The Peoples' Choice Awards"; that's what we should do!

HONEY clenches her teeth in mortification as GROUPIE pulls off into drive-in, fuming.

CECIL, CHERISH and RAVEN's heads pop up from hiding in back seat under blanket.

Yeah, like those phony critics who give all good reviews for the movie ads!

137. Cut to ROW OF DRIVE-IN. 137. HONEY stands transfixed in between cars as she watches her old self on screen with disdain as GROUPIE gently tries to pull her away.

Come on, you didn't know... On drive-in screen, HONEY's character clutches the cat, races down steps to first floor of her house and sees HIT MAN #2 briefly staring through front door. Her CHARACTER runs to kitchen in fear and drops cat to get butcher knife out of kitchen drawer.

RAVEN and FIDGET, both injured, touch up and adjust HONEY's final insane terrorist-chic look.

She don't look so hot to me. I prefer Meg Ryan or somebody younger.

PAM and CHARDONNAY aim the camera and sound microphone at MANAGER's stunned face. MANAGER looks to his shotgun.

CECIL steps forward with CHERISH and pulls his empty gun. A trickle of blood runs from CECIL's mouth as CHERISH lunges for MANAGER's shotgun.

Hello, Eyewitness News? Honey Whitlock is in Row 19 of the Bengies Drive-In... I seen her with my own fuckin' eyes and I don't want no ham...I want money!

Her career is over! GROUPIE hears and tries to turn back to confront JOCKS but HONEY grabs him.

MANAGER is tied up.148. INTERIOR DRIVE-IN. 148. FRIGHTENED FAMILIES try to flee, resulting in honking horns and traffic jams. Suddenly a Baltimore City Police Helicopter appears overhead.CECIL B. DEMENTED YOU ARE SURROUNDED! GIVE YOURSELF UP AND YOU AND YOUR CAST AND CREW WILL NOT BE INJURED. 149. INTERIOR DRIVE-IN. 149. CECIL'S FANS and ENEMIES look to the sky in amazement.WE'RE NOT STUDIO EXECUTIVES! WE'RE THE BALTIMORE CITY POLICE DEPARTMENT! JOCKS and CECIL ENEMIES pull up speaker poles, using them as weapons against CECIL FANS. CECIL FAN C throws beer bottle at REDNECK FAMILY's car as they try to speed their car to exit over speed bumps.150. DRIVE-IN EXIT. 150.151. INTERIOR MANAGER'S OFFICE. CECIL continues on intercom system surrounded by CHERISH, HONEY, GROUPIE, and rest of SPROCKET HOLES.152. INTERIOR DRIVE-IN. 152. SWAT TEAM LEADER looks in confusion at growing number of CECIL FANS yelling out "No!" and joining in the disturbance.153. INTERIOR MANAGER'S OFFICE.BECAUSE I DON'T BELIEVE IN PHONY LIFE-AFFIRMING ENDINGS! I'D RATHER DIE THAN CHANGE MY MOVIE!WACO! WACO! CECIL angrily shoves GROUPIE out office door as even HONEY sighs in embarrassment at GROUPIE's behavior. 154. DRIVE-IN ENTRANCE. 154. FIDGET'S MOM and DAD speed into drive-in with nervous PSYCHIATRIST in back seat of family car. FIDGET'S DAD speaks into microphone of sound system that blasts out over hastily-rigged speaker on roof of car.155. INTERIOR DRIVE-IN. 155. SWAT TEAMS flood through rows of cars in the drive-in, weapons drawn, waiting for the word to attack.CECIL B. DEMENTED... YOUR PARENTS ARE HERE AND THEY WOULD LIKE TO SPEAK TO YOU! 156. EXTERIOR HOVERING HELICOPTER. 156. CECIL'S MOM and DAD, dressed in SWAT clothes surrounded by BALTIMORE CITY POLICE, nervously take the speaker microphone.157. INTERIOR MANAGER'S OFFICE. 157. CECIL looks up in fury at hearing his real name, as HONEY and SPROCKET HOLES hover around him.THOMAS ALVA EDISON IS THE ONLY FATHER I'VE EVER HAD!! 158. EXTERIOR HOVERING HELICOPTER. 158.AFTER ME!... 159. DRIVE-IN EXIT. 159. MARYLAND STATE TROOPER cars zoom in to join SWAT TEAM trucks.IT'S ONLY A MOVIE! IT'S ONLY A MOVIE! IT'S ONLY A MOVIE! 160. INTERIOR MANAGER'S OFFICE. 160.PICTURE'S UP! CECIL collapses and CHERISH and HONEY rush to help him as SPROCKET HOLES lunge for equipment. r 161. INTERIOR DRIVE-IN. 161. Wide shot of battling FANS amidst the traffic jam of panicked FAMILIES attempting to flee in their cars.stage from car headlights. LEWIS backs out on roof pulling PAM with camera in MANAGER's wheelchair that she is using as a dolly. CHARDONNAY follows with boom pole to record th' sound. PETIE and FIDGET struggle to carry CECIL on "set" in a makeshift stretcher as RAVEN applies makeup to his wounds. CHERISH is at his side, caressing him lovingly. 163. EXTERIOR CONCESSION STAND. 163. CECIL'S FANS go nuts rushing towards CECIL below concession stand roof. FANS and ENEMIES form a sort of makeshift "mosh pit" underneath the set to fight one another. 164. EXTERIOR ROOF OF CONCESSION STAND. 164. HONEY makes her star entrance carrying MANAGER's sawed-off shotgun with a pistol grip. 165. EXTERIOR CONCESSION STAND. 165. CECIL'S FANS go ballistic as HONEY smiles regally to them. GROUPIE gazes up at her in obsessive star worship as ENEMIES boo. 166. EXTERIOR ROOF OF CONCESSION STAND. 166.Your fans... HONEY looks to GROUPIE in a sea of cheering FANS. He is finishing up carving HONEY's initials "H.W." in his forehead with a pop-top beer can tab.CECIL B. DEMENTED, YOU HAVE SIXTY SECONDS. ABANDON YOUR FILM OR WE WILL SHOOT TO KILL!PICTURE'S UP! FANS roar their approval while ENEMIES jeer.CAMERA ROLLING! CL?ARDONNAY (Crying in happiness) SPEED! PETIE runs to mark the take.The Martini shot... HONEY smiles nostalgically at the mention of her favorite drink.ACTION!CELLULUNATICS AND CINEMA SURVIVALISTS!... HONEY tips her head out of PAM's frame and CHERISH sets HONEY's hair on fire with one quick touch of the torch. HONEY's hair goes up in flames as she gives the performance of a lifetime as LEWIS pushes PAM on the wheelchair and they film their most technically ambitious shot. MAKE GOOD MOVIES OR DIE! FANS go wild, screaming their approval. GROUPIE vainly tries to light his own hair on fire with a lighter but it doesn't really work. CECIL'S ENEMIES stare at HONEY's hair ablaze in shock. SWAT TEAMS' mouths fall open in stunned amazement. FIDGET'S PARENTS and PSYCHIATRIST watch in horror. CECIL watches from stretcher in pride and amazement and motions for PETIE and FIDGET to put him down.CUT! CUT! CUT! FIDGET quickly steps forward and extinguishes flames from HONEY's hair with fire extinguisher.PRINCIPLE PHOTOGRAPHY HAS BEEN COMPLETED! FIDGET, RAVEN, CHARDONNAY, LEWIS, PAM, CHERISH and PETIE look at one another in stunned disbelief.HONEY.I H-A-A-A-V-V-V-V-E-E-E-E A V-I-I-I-S-S-S-I-O-N! CECIL smashes into SWAT TEAM and they go up in flames, saving HONEY in the nick of time. HONEY sees BALTIMORE CITY POLICE, MARYLAND STATE TROOPERS, more SWAT TEAMS, local and national PRESS TEAMS, all running towards her with guns and camera equipment. She turns away, pulls out compact and sees her smeared makeup. She looks for RAVEN to touch her up and spots her being hustled away by SATANIST-TYPE FANS outside concession stand moments before the plate glass windows are shattered by police gunfire. PETIE is jumped and arrested by special SWAT TEAM wearing rubber gloves and surgical masks. PETIE laughs and moans in S & M pleasure as he tries to grope an especially macho MEMBER OF SWAT TEAM. HONEY turns back to mob in front of her and gives them a demented movie star grin. 167. BENGIES DRIVE-IN MARQUEE. Out front of theater. 167. FIDGET struggles to climb up marquee to search for his PARENTS but he doesn't see them. He angrily starts throwing down letters as weapons at fleeing cars, smashing the window of bleeding, injured JOCKS A, B & C's car. 168. INTERIOR DRIVE-IN. 168. LEWIS and CHARDONNAY, carrying film cans, climb into the trunk of CECIL FAN A's car and escape with the final footage. 169. Cut back to BENGIES DRIVE-IN MARQUEE. 169. - ill - With only a few letters left on the marquee, FIDGET re-arranges them to read T-H-E- E-N-O before a SWAT TEA, bullet tears into him. FIDGET falls and lands on the hood of his PARENTS' car as they exit the drive-in.170. INTERIOR BENGIES DRIVE-IN. 170. HONEY, bald, bleeding, and burned, sees RAVEN and their eyes lock in friendship as RAVEN escapes into SATANIST FAN's car. RAVEN happily gives HONEY the extended index and little finger satanic sign and then turns it into a thumbs-up gesture of the future. HONEY blows RAVEN a kiss and then looks back at the CROWD in confusion and begins her long mad walk to paddy-wagon through FANS, ENEMIES, MOVIE AGENTS, LAWYERS, NEWS TEAMS, and dumbfounded LAW ENFORCEMENT OFFICERS who all want something from HONEY. As the soundtrack swells triumphantly over the din of jeers, applause, career advice, legal strategies and requests for autographs and interviews, HONEY begins to smile in full movie star insanity and waves and blows kisses to the CROWD as if she just won the Oscar. CREDIT ROLL.

.I'd like you to bQ in my new movie. It's called "Raving Beauty" and we're shooting the final scene here tonight...

.Fans of outlaw cinema - they're here to use you for market testing!

CECIL FANS let out a war-cry of defiance as they fight ENEMIES with fists, bottles, anything they can grab as FAMILIES scream in terror, trapped.

BALTIMORE CITY QUICK RESPONSE TEAM pulls up in reconnaissance vehicles. Uniformed SWAT TEAMS jump out carrying high-powered semi-automatic rifles.

I know you are sick in the head, but whatever mado you think you could direct?

HONEY, charred and still sizzling, smiles weakly and feels her almost bald head.

SWAT TEAM CAPTAIN takes aim with rest of SHARPSHOOTERS. Instantly PAM is shot dead by SWAT TEAM SHARPSHOOTER and her camera falls to ground.

From here to Timbuktu! LEWIS grabs CHARDONNAY, RAVEN beckons to HEAVY METAL FAN B in audience, PETIE eyes a TOM OF FINLAND TYPE who nervously cruises back, and FIDGET plunges both hands deep in the fly of his pants. Their partners struggle to climb up on roof and everybody begins to make love. HONEY looks hornily to GROUPIE below but he is being beaten up by JOCKS A, B & C as he desperately tries to struggle up to her. HONEY sighs in sexual frustration. CHERISH runs to dying CECIL, unzips his pants and mounts him.

COPS and SWAT TEAMS freeze in utter horror at the sudden sexual activity.

FIDGET'S PARENTS lower their eyes at seeing FIDGET in deliriously happy orgasm alone as PSYCHIATRIST eagerly takes notes.

SPROCKET HOLES reach orgasm together as the FANS cheer through the tear gas.

Just after CHERISH and CECIL reach orgasm, CHERISH is shot dead in the forehead by SWAT TEAM A who leaps to roof of manager's office from helicopter.

HONEY sees CHERISH's death, grabs PAM's camera from the ground and hurls it at SWAT TEAM MEMBER A and hits him in the head. He staggers backwards, drops his gun, and falls off roof where FANS refuse to catch him and he lands with a thud.

SPROCKET HOLES leap up from lovemaking to escape but are shot again and again, badly outnumbered.

FIDGET'S MOM and DAD grab PSYCHIATRIST and run for their lives, crying in despair.

FIDGET sees his PARENTS in distance and jumps off roof to follow and is safely caught by CECIL FANS.

LEWIS looks into cheering FANS' faces and suddenly jumps from concession stand roof with changing bag into mob of FANS and removes exposed film from PAM's camera. SWAT TEAM MEMBER B jumps from high roof of manager's office to concession stand roof pointing an AR15 at

HONEY looks through the tear gas below to see GROUPIE suddenly battling himself free from JOCKS A, B & C. He bravely beckons HONEY to jump.

CECIL disengages CHERISH's dead body up and off of him and seeing HONEY in danger crawls painfully to Pam's wheelchair dolly.

HONEY leaps from roof into mob of FANS and lands safely in GROUPIE's arms. They immediately begin to kiss in wild abandon.

SWAT B shoots GROUPIE from atop roof and kills him. HONEY cries out at his death and panics as SWAT TEAM MEMBERS move in on her pointing high-powered rifles. FANS and ENEMIES scatter, abandoning her.

CECIL lunges for dropped gun of SWAT TEAM A and shoots SWAT B dead, struggles aboard dolly and nods to FIDGET to douse him with gas.

HONEY looks for help but she is suddenly all alone. CECIL pushes himself forward on wheelchair dolly, gaining speed and begins laughing maniacally. FIDGET flicks lit match on CECIL as he rolls by and CECIL ignites like a Buddhist monk.

A TROMBONIST loses his trombone end, which lands on the floor with a CLANK. A TRUMPETER uses his horn to vacuum up M&Ms from the floor. CALEB, a saxophonist, pretends to play while actually on his iPHONE.Startled, Caleb tosses the phone into a neighboring student's sax.But Rachel lies across a few chairs.Joe then motions to CONNIE, a Chinese American girl holding a trombone. She's his last hope. Connie plays her solo, strong and passionate. Joe smiles. But some of the other kids start giggling, and Connie's confidence (and playing) suddenly wilts. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALJoe taps his music stand.The kids quiet down.Connie stews in her seat, embarrassed, as Joe addresses the class.Joe walks to the piano and starts playing while he explains:Joe finishes with a beautiful, dreamy flourish. The class is captivated with his music.A KNOCK on the classroom door interrupts. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALA STUDENT exits the class doorway behind Joe:When the student leaves:The Principal CHUCKLES.She hands Joe a letter:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALJoe forces a smile. He reenters the classroom and sadly looks at the wall, covered with photos of jazz greats.Joe rolls each piece of clothing and places it in the basket.She begins poking the customer with pins as she talks.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALLibba holds up an pair embarrassing underwear from Joe's laundry basket.walkin' around with a hole in his pants... Lulu grabs the undies and checks them out, shaking her head.Joe snatches the underwear and throws them back into his basket.Joe can see this is a losing battle.Joe is about to protest... ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL...but instead closes his mouth.BZZZ! Joe's phone rings. He fishes it out and answers.Joe turns away from Libba as she tends to the customer.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALThey enter the small club -- a low-lit New York treasure filled with mood and history. Warming up on stage with her sax is DOROTHEA WILLIAMS, the regal, no-nonsense leader of the Dorothea Williams Quartet. Joe looks on in amazement as she plays. It's effortless and tight. They respectfully wait for an opening.She's not impressed. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALStill not impressed.Joe doesn't know what to say. Finally, Dorothea rises from her chair.Joe barely sits down at the piano when Dorothea starts playing. The bassist, MIHO AKAGI, and drummer (Curley) join without missing a beat.Dorothea doesn't answer. Joe misses a few beats but jumps into the music, trying to keep up and figure out where the music is going. He finally eases into the tune when Dorothea stops playing and points to him -- a signal for Joe to solo. She looks off stage and listens. Joe takes a deep breath, closes his eyes, and concentrates on the keys. The music flows into an incredible solo. The room slips away as Joe goes into the zone, a place we'll come to know as the Astral Plane. He finally comes out of his trance, and looks up to see the band has stopped playing. Everyone is staring at him.Joe thinks he's doomed. Dorothea just stares. Finally:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALShe walks offstage.A MAN passes by with a stroller. Joe runs up to him, pointing up at the Half Note marquee.Joe dances around him and heads down the street. CUT TO: Joe turns the corner, still on his cell phone:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALCUT TO:But Joe doesn't hear her. CUT TO:A huge bus misses him by inches. He doesn't notice. CUT TO:CUT TO:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Joe turns on his heel to avoid the dog. He starts walking into the middle of the street. A motorcycle narrowly misses him. WHEW! That was close. Confident he missed death, he takes a step forward... and falls right into a manhole.He looks around, confused.He looks to where the slidewalk is headed: A GIANT WHITE LIGHT in the near distance -- THE GREAT BEYOND!He turns and walks the other way. But the sliding walkway counteracts Joe, causing him to walk in place. He looks behind him. The Great Beyond is still there. Joe GASPS, turns and runs.In the distance he sees three figures standing on the slidewalk. Joe runs to them.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALThe others look at each other.She points ahead.Joe walks away from them. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALBut Joe keeps walking, against the slidewalk's flow.He turns to see where the three other souls went. The slidewalk climbs up into the distance, into the white maw of the Great Beyond. The trio of souls ascend into it, then disappear with a crackle -- FLZZZT! Joe freaks:He bolts, running desperately against the slidewalk's flow.He comes to another soul, WINSTON, strangely disinterested.Joe keeps running. He passes another soul, JANG-MI:Joe runs into a crowd of souls. Some are blissfully aware and unaware, some freaking out in their own way, and in other languages. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALPanicked, Joe tries PUSHING through them.Finally, Joe jumps onto their heads and runs. But the Great Beyond grows even closer. Finally he tries launching himself off the slidewalk completely. But he SMACKS against a cellophane-like barrier. Just in front, souls are being zapped into the Great Beyond by the handfuls. It's nearly his turn! Joe CLAWS at the barrier, screaming, desperate! Finally he RIPS through it and falls...The Counselor, JERRY, appears as the new souls toss Joe into the air happily.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALBut the souls continue to crowd Joe. One pulls at his mouth.Like a kindergarten teacher, Counselor Jerry holds up two fingers. Immediately the other souls mimic her and quiet down.A new soul pops up over Joe's shoulder.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALJoe takes in the odd surroundings, filled with playful new souls.Jerry mutates into a bizarre, four-legged bus. The Counselor scoops up Joe with a giant hand, setting him in a chair on top.The Counselor gathers the other souls and carries them through the strange campus. The impressionable new souls are still infatuated with Joe even as he tries to process his surroundings.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALThe new souls zoom into a glistening Personality Pavilion. They emerge from the other side, now excited.The new souls enter another pavilion, emerging aloof.Jerry points. In the distance Joe sees a large, circular hole in the ground. Through it, Earth beckons! At the portal's edge new souls jump to Earth. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALBut Joe is gone.ELSEWHERE -- Joe sprints towards the portal. All around him new souls jump to Earth below as Mentors cheer them on.Joe JUMPS! He free-falls along with several new souls toward the beautiful globe below, LAUGHING and CHEERING at the thrill ride. But as the new souls continue down towards the Earth and disappear, Joe bounces off a weird, invisible barrier. He careens through space and is delivered right back to the You Seminar. Joe tries to jump again. And again! Frustrated, he grabs a new soul and jumps with them, hoping to sneak into Earth behind it. But Joe is again spit back into the You Seminar. Finally, he just stares down at the Earth, frustrated. Counselor Jerry finds him.The Counselor ushering Joe steps forward.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALThe Counselor opens a portal straight to The Great Beyond!Joe quickly grabs any name tag from the table and follows the group.The Counselor points to another Jerry, this one in the form of a large theater.The first Counselor watches Joe leave.Terry the Accountant appears out of a portal.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALTerry produces the large abacus, using it to make her point:The other Counselors somewhat agree.The Counselor vanishes. Terry angrily stalks off to: ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALTerry flips through the files, her fingers almost moving too fast for the eye to see. At this rate, it seems like it won't take her very long. However, an epic PULL OUT reveals that the file cabinets stretch on endlessly, vanishing into the horizon. This is going to take a while.Joe finds a seat and watches:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL NEW SOULS testify to the camera, while holding up their Personality Profiles - a badge filled with circular icons identifying which Personality Pavilions they've visited. On each badge one circle is still empty.Joe takes this all in.The Counselor points to the last empty circle on a soul's unfinished badge.CUT TO:We see a NEW SOUL shoot an arrow from a bow and become inspired. Their last box fills in with their Spark and the badge turns into an Earth Pass. CUT TO: ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALThe new soul's badge becomes an Earth Pass. CUT TO:But Joe isn't listening. Instead, he imagines his plan: CUT TO:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALThe lights come on. Another Counselor steps onto the stage.A group of giggling NEW SOULS make their way towards the stage as the Counselor looks into the audience of Mentors.Polite applause as MARIA steps on stage.The other Mentors APPLAUD, impressed.The adorable and cute NEW SOUL steps on stage. The new soul and Maria embrace, giggle, and walk off hand in hand.Immediate APPLAUSE. Everyone looks at Joe. He's confused, until he reads his name tag: Dr. Börgensson. Joe rushes up on stage. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALHe flips it the other way.The audience of Mentors are extremely impressed. Joe forces a smile.A spotlight shines on an empty spot.Impossibly, the Counselor descends into the floor, into another dimension. As Joe watches the empty stage he hears:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL OFF-SCREEN we hear the sounds of RUNNING and GRABBING. Something BREAKS. Finally, Jerry's upper half emerges from the other dimension, wrestling with a soul who doesn't want to come out.Finally, Jerry yanks 22 out of the dimension. 22 struggles in the Counselor's arms like a wildcat. HA HA! I made her cry!Put me down! Hey! Quit it!The Counselor struggles to hold 22 who melts in his arms like a belligerent toddler. 22 glares at Joe: I'm gonna make you wish you'd never died.The Counselor "drapes" 22 over Joe. Before he can protest, the Counselor opens a portal and quickly pushes them out.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Joe gawks at the room they are now in -- it's the Hall of Dr. Börgensson! The museum-like displays are filled with pop-up moments of Dr. Börgensson's illustrious life. Glass-encased exhibits hold artifacts and awards while holograms recreating his greatest successes play on an endless loop. Okay, look I'm sure your life was a- mayzing and you did a-mayzing things but here's what we're gonna do. We're gonna stand in here in silence for a little bit, then we go back out, you say you tried, I go back to not-living my non-life and you go to the Great Beyond.Talk all you want, Bjorn. It's not gonna work, anyway. I've had thousands of mentors who failed and now hate me. CUT TO:CUT TO: In the HALL OF EVERYTHING, COPERNICUS is furious at 22:CUT TO: MUHAMMAD ALI has also had it with 22: ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALCUT TO: In the HALL OF EVERYTHING, the disembodied head of MARIE ANTIONETTE yells at 22:CUT TO: BACK IN THE HALL OF DR. BÖRGENSSON -- 22 continues, to Joe: Thanks but no thanks, Doc. I already know everything about Earth, and it's not worth the trouble.Ehh, you know, I'm comfortable up here. I have my routine. I float in mist, I do my Sudoku puzzles, and then, like, once a week, they make me come to one of these You Seminars. It's not great but I know what to expect.Not a mentor? Ah, ha ha! Reverse psychology! You really are a good shrink doctor. Carl Jung already tried that. CUT TO:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALCUT TO:Is there any way to show a different life in this place? A look of suspicion comes over 22's face. 22 brings up a control panel from the ground, takes Joe's hand, and places it flat onto a scanner. All around them, the Dr. Börgensson exhibits vanish. After a flourish of light and sound, 22 and Joe find themselves standing in THE HALL OF JOE. It dawns on 22: Wait, you're really not Bjorn Börgensson? Joe looks around at the space. Dr. Börgensson's awards, citations, and victorious moments have all been replaced with elements of Joe's life.The museum displays are comprised of much less inspiring, more underwhelming exhibits. ...umm excuse me. What's going on here? 22 points to a display of Binaca Breath Spray and a bottle of cheap Drakkar Noir cologne. Binaca breath spray? Cheap cologne?Heh. YOU did. 22 walks over to a PHOTO of a TEENAGE JOE, awkwardly standing behind a keyboard, next to a much hipper THREE-MAN HIP HOP GROUP. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Hahahahahahah! Joe is mortified.Joe pulls 22 away.Joe leads 22 to a HOLOGRAM -- a YOUNG JOE is being dragged into the HALF NOTE JAZZ CLUB by his dad, RAY GARDNER.Joe and 22 watch as Ray brings Young Joe into the club, where a PIANIST is jamming with his BAND. Young Joe locks in on the pianist as Joe explains to 22:We see Young Joe enthralled by the pianist's playing.Joe leads 22 through more of his life.But they walk up to a HOLOGRAM of Joe auditioning for an unimpressed CLUB OWNER. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALConfused, Joe walks away as 22 trails him.But they come across more rejection holograms from other CLUB OWNERS:They keep walking through Joe's life, past holograms of Joe teaching middle school kids, sitting alone in a diner, waiting for a subway. A pathetic monument depicts him washing clothes at the laundromat. Joe is stunned.Finally, they come to a hologram of Joe in a hospital bed, unconscious after the fall. This is the current state of his body -- still alive, but soulless. It's a sad end to what appears to be a depressing life. But as Joe regards this, he becomes determined:Oh yeah. Sure. Here. 22 removes the badge and hands it to Joe. But it vanishes and returns onto 22. The soul removes it again and tosses it into the distance. Again, it returns. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL 22 shreds it into pieces, even lights it on fire. But it always materializes back onto the soul. Unless it becomes an Earth Pass, I'm stuck with it.Wait! I've never thought of that! I'd get to skip life. So yes! But we've gotta get this thing to change first, and I've never been able to get it to change.22 follows Joe through the Hall. They find what he's looking for: a HOLOGRAM of Joe's playing piano for Dorothea Williams - - the moment that was supposed to change his life. Joe looks at 22's badge, assured it will work. But still no Spark, the circle remains empty.Meh. It's just... music. I don't like music sounds. It feels like a little too much.Don't get ahead of yourself, pal. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALI don't. This is all an illusion.This whole place is a hypothetical. 22's voice changes:I could even sound like YOU. 22 changes into an exact replica of Joe: (in Joe's voice) Life is so unfair! I don't wanna die! Somebody call the wahhhhhh- mbulance! Wahhhhh! 22 switches back: I just use this voice because it annoys people.A ball of new souls rolls past and smacks into a pavilion, which tips over and CRASHES on top of them. Don't worry, they're fine. You can't crush a soul here. That's what life on Earth is for. Joe shoots her a look.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALOk. Here we are. This is the Hall of Everything. Amazed, Joe looks around at all of the activity. New souls are everywhere trying out different tasks from fishing to soccer to photography to basketball. We see some badges turn into Earth Passes. A SOCCER BALL rolls up to Joe's feet. He kicks it, and it flies over to a new soul standing next to its Mentor. The ball hits it's head and the new soul's badge changes to an Earth Pass. So where do you wanna start? Joe looks around the enormous room, filled with literally everything on Earth. He grabs 22 and pulls the soul towards a French bakery.Joe pulls out a steamy slice of pizza.Yeah! But um, I don't get it.Can't. And neither can you. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALJoe sniffs it, gets nothing.Joe eats the pizza, but it comes out his bottom end, still fully formed.All that stuff is in your body. 22 eats a whole slice of pizza. It comes out the other end, still perfect.Or touch. 22 slaps him. See? 22 slaps him a second time. And a third. And a fourth, etc. Finally, Joe stops it.Joe quickly cancels the idea: ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALHands are hard!Yes, amazing! Who wouldn't like working in a thankless job you're always in danger of losing due to budget cuts? Though I do like the idea of randomly shushing people.Shhhh!! Oh yeah, that's good. CUT TO:Meh. CUT TO:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Meh. CUT TO:Meh. CUT TO:Sorry.I did! I'm telling the truth. If there's one thing I'm not, it's a liar. Unlike Abraham Lincoln... CUT TO: FLASHBACK -- to 22 talking to her mentor, ABRAHAM LINCOLN: ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL You're really okay being on a penny?Okay, but... they put Andrew Jackson on the twenty. Lincoln angrily explodes, throwing his hat on the ground:CUT TO:You know time's really not a thing here.A Counselor appears.Jerry pats 22 on the head. Even though I can't feel it please don't touch me. Ignoring 22, the Counselor opens a portal to the Great Beyond for Joe: ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALUmm, wait! We forgot to try...uh breakdancer! Yeah, I think that's gonna be my thing. Popping and locking. Windmills. Settling my disputes with dance. Can we have one more minute to go back and try breakdancing? Please, Jerry? You look really good today, Jerry.22 waits for the Counselor to disappear before saying: Run! 22 takes off! Joe follows. She runs to an opened cardboard box. In here!Here it is!Hey, you ask too many questions. How 'bout you zip it for a minute, m'kay? ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALBecause I know a guy there. A guy who can help. A guy like YOU.22 nods.Joe. I have been here for who knows how long, and I've never seen anything that's made me want to live. And then you come along. Your life is sad and pathetic. And you're working so hard to get back to it. Why? I mean this I gotta see!They crawl inside the shaft.You know how when you humans are really into something and it feels like you're in another place? Feels like you're in the zone, right? ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALWell, THIS is the zone! It's the space between the physical and spiritual. Joe gets closer to a soul -- a MUSICIAN deep in the music.Not just musicians. Watch this. 22 picks up some astral dust, packs it into a snowball, and chunks it at an ACTRESS performing Shakespeare, hitting her square in the face. The soul "wakes up." SMASH CUT TO: IN A THEATER -- the same ACTRESS, playing Juliet, orates from a balcony.She suddenly "wakes up" from the zone, confused:CUT TO: IN A TATTOO PARLOR -- an ARTIST is working on a CLIENT when 22 also "wakes" her from the zone. This causes a unfortunate SCRATCH across the client's back with the tattoo needle:CUT TO:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Check this out. I've been messing with this team for decades. 22 throws another snowball, hitting the player just as he sails through the air. SMASH CUT TO:Alright, alright. Where's this guy you know? I gotta get back to my gig. Okay, okay. He's usually down here. In the distance they see STRANGE, MONSTROUS BEASTS mumbling unintelligibly. These are LOST SOULS.Run! The creature is nearly on them when suddenly a long LASSO twirls around the beast, bringing it to the ground. Joe and 22 stand frozen, unsure what to make of this. DING DING! They see the rope is attached to a massive GALLEY SHIP with TYE-DIED SAILS blaring Bob Dylan music. It "sails" towards them through the astral dust. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL An anchor is flung over the side, nearly hitting them. Aboard the ship a long-haired, eccentric captain looks down at them. This is MOONWIND. A gangblank is dropped. He bounds down it to greet them:Moonwind! How are ya?Hey, got a request for ya. 22 nudges Joe forward.He introduces his MYSTIC CREW, now coming down the gangplank:Just wait. Dancerstar unwraps the now calm Lost Soul from the net.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL The Mystics seat the Lost Soul down and begin dancing and chanting around it. The Lost Soul continues to MUMBLE in incoherently.As the Mystics continue the ceremony, the monstrous Lost Soul transforms into the soul of a HEDGE FUND MANAGER. The mumbling turns out to be:He looks around as if woken from a nightmare.Dreamerwind takes a walking stick and draws a circle in the dust. The dust falls away, revealing a portal to a trading floor. Through it they see the Hedge Fund Manager's human form surrounded by computers, working a soulless job. The soul recognizes himself:The soul jumps through it, landing straight back into his body.Suddenly, he THROWS the screens off his desk and stands up.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL He happily runs out of the office, knocking away the screens and flipping over the desks of his (former) COLLEAGUES. CUT TO:Joe grabs the walking stick from Dreamerwind and draws another circle.But instead of his human body, the Great Beyond appears!Moonwind quickly cover up the hole.He leads them up the gangplank.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL The other Mystics enjoy tea-time on the main deck.CUT TO:I'm in New York City, on the corner of 14th and 7th.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL I'm not stuck with a body, so I can go whereeeever I want. I'm a No- body. Get it?They sail past high mountains, deep valleys, and HERDS OF LOST SOULS. Joe looks down at them.Moonwind points at the souls floating above them.We see a floating SOUL WITH A METAL DETECTOR, obsessed in the hunt.They watch as the soul becomes ENCASED IN ASTRAL DUST, transforming into a Lost Soul. It's muttering becomes garbled and scary.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALEveryone walks down the gangplank onto the astral sand.Moonwind uses the walking stick to draw a large circle in the dust. Dreamerwind hands 22 a tambourine and they start playing various instruments as Moonwind kneels down next to Joe.Joe tries to focus, but can't concentrate with the bad music.Joe concentrates. The dust in the circle swirls away, revealing an overhead panorama of New York. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALJoe peeks. The overhead view begins to fall away. Moonwind quickly covers Joe's eyes:Joe focuses again. We hear the BEEPING OF A HEART MONITOR.CUT TO:CUT TO:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALJoe opens his eyes.CUT TO:CUT TO:But the portal begins to drop away.Moonwind tries to stop Joe, but Joe runs forward. In his haste he plows into 22, knocking them both into the hole. Wait! Not me!©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL 22 and Joe disappear through the portal as astral dust swirls back up, covering it. Moonwind and the others stare at the thin spot. Then Moonwind turns and walks away, whistling.But he looks to see his own body in front of him, lying in the hospital bed. He looks at his hands. They are cat paws.Joe's body wakes up, sounding like 22: uhhh..oh..wha...You're in the cat!?I'm in a body!! NOOO!Blech! It's disgusting!©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL A DOCTOR, the Nurse and the Therapy Cat Lady enter. JoeCat turns to the Doctor, pleading with her:CUT TO: But as the Doctor, Nurse and the Cat Lady watch, they only hear the cat YOWLING at them:CUT TO: BACK TO JOE'S POV as he realizes:Uh, Ms. Doctor, we have a problem. I'm an unborn soul and I wanna stay at the You Seminar! But the Doctor hears Joe's voice.No, you don't understand, I'm not Mr. Gardner--I fell into your body because it doesn't have a soul!©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL I don't know! CUT TO: ON THE SLIDEWALK -- the CAT'S SOUL rides the escalator toward the Great Beyond, alongside an assortment of other animals.CUT TO:Uh... no!It's the worst day of my life! I don't want to be here! I hate Earth!The Doctor starts to pick up Joe. But he HISSES at her. The Doctor pulls back.Umm... Ms. Doctor, this body's soul is in this cat-- ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALSo naturally he wants to stay close.As the leave, the Therapy Cat Lady says:22 and Joe are now alone.No way! I am NOT moving! I can't believe I'm in a body! On this hellish planet! I have bendy meatsticks! I can feel myself feeling myself. AH! Joe SLAPS 22's face with his paws.Take you away? You're gonna leave me!?I don't know! I failed Body Test Drive like 436 times.22 finally nods. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALJoe gets up on his feet, looks down at the floor. It seems like a long way down.He jumps, belly-flopping on the linoleum.22 staggers after him, doing even worse in Joe's body. The two fumble and lurch, banging into everything.They finally turn a corner. Joe sees the elevator. But the Doctor approaches, looking at a file, unaware. Before she sees them, Joe pushes 22 into another room.The Doctor passes by outside, oblivious. They rush out and head towards the elevator.22 tries, but lacks fine motor control, pressing everything but the elevator call button.Frustrated, Joe jumps into her arms and pushes the elevator button. The doors open. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALThe rush in.Yeah, that's Chelsea. Near Jackson Square Park.It's all in this stupid brain of yours.Oh, relax, there's not much here. Jazz, jazz, jazz, more jazz. Oh and someone named Lisa. Who's that?I ummm... This is all happening too fast. Let's just take a minute and-- ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALThe doors open and 22 steps out into:Ahh!But it's too much -- A JACKHAMMER! A POLICE WHISTLE! A FIRE TRUCK! 22 panics and freezes.Insistent, Joe inadvertently SCRATCHES 22.He runs up and down the block, panicking.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALBut 22 is overwhelmed. Mm mm. No way. I am staying right here until your stupid body dies! Which will happen any minute now, because your stomach is earthquaking. Joe is confused for a beat, then understands. He gets an idea.This place is worse than I thought. It's loud and bright and-- (sniff sniff) What is that in my nose?22's eyes widen slightly.He walks forward to give it to 22.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL 22 takes the pizza and bites, eyes widening instantly. WE ZIP INSIDE JOE'S BODY -- to see 22, as a soul, careen joyfully around inside Joe: It's soooooo good!!!! Ahhhhhhh!!!! CUT TO:But 22 chows down, completely enthralled by pizza.22 finishes, licking her fingers. Strange. I don't feel so angry anymore.Maybe.I'm telling you, Joe, it's pronounced Yee-row!©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Nah, I got in a fight with Archimedes about this. He said it's- SMASH CUT TO: FLASHBACK -- AT THE YOU SEMINAR, 22 and ARCHIMEDES argue:YEE-row.Yee-ROW! Sergio?CUT TO:They come to an intersection.Across the street, they spot Moonwind twirling his sign, headphones in his ears, eyes closed and in the zone.22 drops her gyro and bolts across traffic to Moonwind. She grabs him. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Moonwind! You gotta help me! CUT TO:CUT TO:No, he didn't!JoeCat points to 22. Moonwind can understand him.Behind them an angry STORE OWNER emerges from the store.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL The Store Owner goes back inside. Moonwind picks up his sign.Moonwind gets back to spinning as Joe gestures:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL The angry Store Owner suddenly comes at them.Scared, 22 runs off with Joe on her shoulders.See you at The Half Note at 6:30! I'll take care of everything!Terry slams shut a drawer and looks into the distance, at the millions of files still to go.Joe instinctively tries cleaning himself, but catches himself: ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL22 tries hailing a cab. But they speed by, not stopping.A cab finally stops a few yards away, about to let out passengers.22 hobbles over to the cab door just as it opens. They suddenly come face to face with Dorothea Williams, the cab's departing passenger.Curley and Miho get out on the other side and GASP at 22. Dorothea looks over 22, in stained hospital gown and gnawing on a slice without a care.Horrified, Joe SHOVES 22 inside the cab, pushing 22's head down. The cab takes off. Dorothea, Curley and Miho watch the cab drive off. Dorothea turns to Curley, angry.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALI've only been a person for an hour and even I know that's a bad idea. They walk into the building.22 smells the body's armpit, then forearm. How come this part is stinky, but this part smells fine? Joe points to a laundry pile.I don't even want to be here, remember!? Joe walks into a sunbeam.He flops down and starts purring. What's the matter with you? ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALJoe's cell phone in 22's hospital gown pocket RINGS. Joe bolts up! Your clothes are rumbling again. 22 pulls out Joe's phone. Joe sees it's Curley.Joe tries to grab it but can't. Instead he fumbles the phone all over the floor, like a cat with a toy. Finally, the phone goes silent.Joe sees a "voicemail" pop up. He pushes play.Joe stares nervously at the phone as Curley finishes:Joe gasps, spirits lifting.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALNo no no. Nope. Nope. Nope. Nope. No way! No way, no how.What do I do!?22 goes to the door, talking through it: Hi, Connie. Sorry, but Joe can't do it today. I mean me... me can't do it today.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL (mildly intrigued) Quit?22 opens the door.Oh yeah, jazz is definitely pointless.Of course. Like my mentor George Orwell used to say: state sponsored education is like the rattling of a stick inside a swill bucket. Connie's eyes go wide:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL The ruling class's core curriculum stifles dissent. It's the oldest trick in the book.You know, you seem really smart. What is your position on pizza?Me. TOO! 22 unchains the door and swings it open, tossing Joe off her shoulder.I'd rather hang with Connie. 22 shuts the door, leaving Joe alone in the apartment.Connie and 22 watch Joe's paws reach for them from under the apartment door.But from Connie's POV, we hear Joe YOWLING.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Ugh, he thinks he knows everything. CUT TO:CUT TO:You really got things figured out, Connie.Sure. Connie passes 22 her trombone. 22 quickly takes it. But as 22 talks Connie looks as if she's just given up her dog. You know, I really am glad there's someone else who sees how ridiculous this place is. You're right to quit, I learned about quitting just- But Connie starts to have second thoughts. She takes back the trombone case, opens it and pulls out the trombone:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Connie starts playing. Uh, okay. 22 listens politely, not expecting much. But Connie is good. 22 becomes inspired while watching Connie get lost in the music. CUT TO:CUT TO:Wow. You really love this!Yeah!He looks under the door to see Connie walk away. Joe jumps on the doorknob, determined, hanging there desperately:The door swings open, tossing him off. 22 walks in, trying to figure something out: So, Connie came here to quit, but then she didn't? ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALI need to know this, Joe. Why didn't she quit?22 ponders this.Beat. Okay.I'll help you. But I... wanna try a few things. Some of it's not as boring as it is at the You Seminar. If Connie can find something she loves here, maybe I can too.So...what do we do first?! CUT TO: Joe paces outside the bathroom as 22 takes a shower:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALCUT TO:BLECK! Spicy! Spicy! CUT TO:They runs up with file.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALTerry flips through the file:Terry opens a portal down to Earth.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALTerry salutes, then jumps down towards Earth. The Counselors look down after Terry.It's a little tight in the back- here part. 22 points to the rear.22 sits on the floor. Joe pushes over a tall stack of records in front of 22, to use as a stool. He picks up electric clippers. I'll do it.Joe turns on the clippers. His entire cat body vibrates unsteadily. He shakes as he reaches the clipper forward to 22's hairline. 22 looks at him, leery. Ahhhh... it's like a little tiny chainsaw! ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALI'm not moving! You're moving! Joe loses his footing on the stack of records. They shoot out from under him. The clippers sail out of his paws and take a big, long divot of hair out of 22's scalp. They hit the floor across the room, shattering. Joe looks at the reverse-mohawk on 22's scalp, horrified:Don't worry. I'm okay.Okay! How?Great. Who's Dez?©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALBut I can't pass for you in front of all your friends!22 looks for a seat. Unthinking, she takes off her hat, revealing the AWFUL CLIPPER DISASTER. Everyone reacts:Dez pushes away his customer: ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALHAROLD, another barber, looks up from the newspaper he's reading while sitting in his empty barber chair. Through his bottle-thick EYEGLASSES, he silently blinks and smiles, too eager for a customer.The customer takes a seat in the waiting area.22 sits, still holding Joe. PAUL, the customer next to Dez, scowls at Joe. They have a history.The cat did it.I mean, I was distracted getting ready to play with Dorothea Williams tonight.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALIs it okay that I do that? Dez throws an apron around 22 and Joe. Joe quickly pushes out of it, staying on 22's lap.I am?So... can I have one of those? 22 points to a jar full of lollipops.Dez hands one to her. She quickly unwraps it and pops it into her mouth, smiling. Cool. I like being in the chair. Everyone stares at 22. Joecat chides her.Dez fires up his hair clippers, startling 22. Ah! Little chainsaw!But FROM DEZ'S POV -- he sees a car YOWLING at Joe. He puts a hand on 22's shoulder: ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALDez regards 22's reverse mohawk and gets to work.Well Dez, for hundreds of years, I've had no style at all.The others start LAUGHING. 22 looks around, misreading it. But then my life changed.I was existing as a theoretical construct in a hypothetical way- station between life and death.DISSOLVE TO:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL And by the time I got to mentor number 266, I was seriously asking what is all the fuss about. Like is all this living really worth dying for? You know what I mean?And another thing... They say you're born to do something, but how do you figure out what that thing is? And what if you pick up the wrong thing. Or somebody else's thing, you know? Then you're stuck! The others nod in agreement. One of the customers motions to the lolly jar.Wait, but... you were born to be a barber. Weren't you?Joe looks at Dez, surprised by this. So why didn't you do that?©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALThat's too bad. You're stuck as a barber and now you're unhappy....or me, playing piano with Dorothea Williams. I know. PAUL guffaws sarcastically.Oh, I get it. He's just criticizing me to cover up the pain of his own failed dreams. The others ERUPT with a collective "DANG!" Everyone in the shop LAUGHS at 22's inadvertent, razor-sharp comeback. Humbled, Paul sniffs on his way out:I wonder why sitting in this chair makes me want to tell you things, Dez.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Dez picks up a small hand mirror and shows 22 his work.22 looks at the excellent cut in the mirror and smiles. Joe is impressed. Wow! Am I crazy or do I look younger?Huh. How come we, uh, never talked about your life before?The other customers call out:Dez heads back inside. 22 pulls out a handful of lollipops, showing them proudly to Joe. I grabbed a couple road lollies. 22 pops one into her mouth and walks off. Joe follows, impressed with how 22 handled it all. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL22 and Joe approach. 22 holds out a lolly as a peace offering: Hey, Paul! Here, have a lolliipop.ACROSS THE STREET -- Terry spots 22 as she comes out of a crosswalk light.Terry jumps down and snakes around the corner. The accountant draws a portal in the ground, like a lion trap. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL As 22 finishes making amends with Paul, Terry readies the trap:A body falls into the trap. Terry follows, jumping in.Terry PULLS THE SOUL FROM THE BODY. But it's not Joe. It's Paul!Paul is petrified.Terry shoves Paul's soul back into his body and tosses him back up.But Paul is trembling and stammering.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Terry puts an arm around him.Terry vanishes. Paul looks around fearfully. Suddenly, Terry's stern face appears in his bag of chips.Paul SCREAMS and throws the bag, running away.I didn't. I just let out the ME. Hey, like you said about jazz! I was jazzing!22 looks at a flyer on a pole, about to pull off one of the contact slips. It says take one!But 22 takes more than one.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL 22 jogs back over like a little kid, reading it. Man with a Van. I got a few in case we need a lot of vans. Joe rolls his eyes.But he see 22 LAUGHING, playing with the reflection in a window.22's hands run along a metal fence, making music. Hey! I made a song! I'm jazzing!But 22 stops over a subway grate. The blast of air from below whooshes up. Woohoo! Ha ha!That tickles! 22 lies on her stomach on the grate, letting the wind ruffle the suit. Hoooooohohohohohooo! 22's hat blows off and flies down the street. Whoops. I got it. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL 22 runs over to the hat, bends over to pick it up. But stops, unable to bend out any more.Okay. 22 forces it. RIIIIP! (smiling) You were right! These pants are loosening! But PEDESTRIANS behind 22 look at the pants IN SHOCK.He runs over and looks at 22's rear, his polka dot underwear hangs out. Joe tries to cover it up.It's your butt.22 does.A thought hits him. A bad thought:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Okay!Okay.Okay.Okay!Oook- (stops herself) Got it.Right, because she thinks you're a failure.I didn't say that! YOU did. Up here. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL 22 points to Joe's head.Joe jumps to the ground and starts pacing, thinking this through.Meanwhile, 22 notices a BUSKER playing his guitar and SINGING, guitar case open to receive loose change. Intrigued, 22 approaches. Joe still stews:Joe spots 22, drawn to the music. He walks over. He's good. I've heard music before. But I've never felt like this inside.22 clocks this as the train arrives. It makes sense, yet doesn't feel right.22 watches a PASSERBY toss change into the busker's guitar case. Inspired, 22 breaks her bagel in half and drops it in, too. As 22 walks away, the busker looks at the bagel, slightly annoyed. Joe and 22 walk onto the train. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALWhoah! AHH! As the train moves, 22 has fun "surfing" it like a wave. Woahahaho! Ha ha! 22 bumps into a COMMUTER.I'm sorry! 22 quickly sits next to Joe, feeling self-conscious.Does what?Joe hears a SLURPING sound. He turns to see 22 listening to him, but now drinking a Big Gulp from a straw.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Under the seat. Can you believe it? Still half full! Joe SLAPS it out of her hands.22 nods. They enter.But from the back room they hear a pointed:Melba and Lulu freeze.Melba gestures, cautiously:No, I don't want to.22 gulps and starts walking. As they pass Melba: ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALMelba holds out her cheek, waiting. What?Melba leans her cheek out.22 looks at Melba's cheek, then grabs her face and goes in, kissing her right on the lips. The women GASP.22 quickly releases Melba.22 and Joe walk into the back room as Melba calls after them:CUT TO:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALLibba spots the cat on 22's shoulder.CUT TO:CUT TO:Joe sighs, not surprised.So, Mom... is there any way you can fix this? 22 removes the jacket and reveals the large tear and polka- dot underwear to Libba.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL I know. Embarrassing right? So, you'll fix it?This one's different!©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL (to Joe) Can I run away now, like you usually do? Mom stares, waiting for a response from Joe. Joe considers his options.Joe whispers into 22's ear. We SHIFT TO LIBBA'S POV -- to hear Joe talk to his mom in his own voice:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALLibba thinks about this.Libba looks into her son's eyes, moved and slightly scared. She breaks down a little, but then finally smiles. She goes to a drawer and pulls out a large garment box.She opens it to reveal a tight, crisp BLUE SUIT. We COME OUT OF LIBBA'S POV as: Joe immediately recognizes the suit, stunned:The eavesdropping Melba and Lulu almost tip over and fall into the room as they try to cover their spying. They get to work as Joe sits on a table, touched. DISSOLVE TO: ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALWow. This feels really nice! Libba chuckles. Joe watches his mom lovingly make a few adjustments, admiring the way her son looks in the mirror.22 points to a pocket-square. Can I try on that?She puts the handkerchief square against the suit's breast pocket. Thank you... um... Mom.Moved, Joe watches as Libba embraces 22; as Libba embraces him. He's awestruck at his mom's turn. Libba pushes 22 toward the door.22 picks up Joe.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL 22 drops Joe on the floor as they both say:22 walks to the door as Joe looks back at his mom, lovingly:Yeah! You were jazzing!I'm telling you, Joe. You really should call Lisa again.Oh, busy right now? Want to wait until you die a second time? Cool, cool.I could think of worse. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL They both laugh as they turn the corner. Ahead is the Half Note Jazz Club. They run up to the club.Joe admires 22 in his dad's suit.As he looks at himself against the Half Note marquee, he gets more excited:Like this? 22 tries a few poses in front of the Half Note, getting into it.Ha ha! Who's that? And from this side. Uh huh! Who's back here? Still me!Right? They sit. Joe admires the jazz club as he thinks on his future:But as Joe talk, 22's attention drifts to the world around them: ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL A FATHER plays with his DAUGHTER. TWO CLOSE FRIENDS at a cafe LAUGH together. A soft breeze lifts some fallen leaves, dancing them across the sidewalk. Sunlight falls across the buildings around them. 22 looks up to see propellor seeds fall from a tree above. One falls into 22's hand. 22 stares at the seed. Something changes.22 comes out of it. Huh?22 considers this. I... always said it was dumb. But... I mean... just look at what I found! 22 brings out a bunch of OBJECTS from the suit pocket -- a spool of thread, part of a bagel, a half-eaten lolly, etc. Your mom sewed your suit from this cute spool. When I was nervous, Dez gave me this. A guy on the subway yelled at me. It was scary... but I kind of liked that too. Joe regards 22, surprised. The truth is I've always worried that maybe there's something wrong with me, you know? That I'm not good enough for living. But then you showed me about purpose, and passion and... ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Excited, 22 looks out hopefully at the world. Maybe sky watching can be my Spark. Or walking! I'm really good at walking!But I've been at the You Seminar for thousands of years! And I have never felt this close!They look to see Moonwind approaching, carrying an armload of stuff, including his bongos.No! I've gotta find it here. On Earth. This is my only chance to find my Spark.22's face hardens. No. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL 22 stands, defiant. I'm in the chair! 22 runs!Leave me alone! I'm trying to find my purpose! Joe takes off after 22.But as Joe pursues, the THERAPY CAT LADY comes up from the same stairway, happy to see him. She grabs Joe and tries forcing him into her cat carrier. But Joe goes feral on her, a spinning ball of fur and claws. The Therapy Cat Lady SCREAMS and drops Joe. He speeds down into the subway station after 22. The pass an advertisement against the subway station wall. Suddenly, the linear form of Terry appears in the ad's outlines.Terry takes off after them.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL They dodge COMMUTERS left and right until they finally come upon an empty hallway.22 runs towards the exit at the far end. Joe close behind. But suddenly they are surrounded by darkness and they both fall into Terry's portal trap.Joe sees his body far below. He frantically swims toward it, making headway. He's almost able to get into his own body.Terry stops him.Though inches away, Joe is yanked away from his body and pulled toward the You Seminar.Furious, Joe storms over to 22.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL And I was about to find my Spark!You promised but you wouldn't even give me five minutes!Joe stops shouting.Joe looks defeated. Terry escorts them to a group of Counselors.The Counselor looks at 22's badge, stunned.22 looks down to see her Personality Profile has finally changed into an Earth Pass. The other Counselors happily surround her. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL22 can't believe it. But... what filled in the last box? Joe seethes, lashing out:22 starts to protest, but Terry interrupts.Terry opens a portal to the Great Beyond. But a Counselor leans to Joe:The Counselors gently usher Joe and 22 toward the Earth Portal.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Terry exits into the Portal.The Counselors encourage 22 and Joe to the Earth Portal.You don't know. You can't be sure why my pass changed.22 stews. Joe turns to walk away.As Joe walks something hits him on the back of his head. He sees 22's Earth Pass lying on the ground. He locks eyes with 22, who stares angrily at him. Joe picks up the pass and makes to throw it back at 22. But when he looks, the soul is gone. Joe looks around, confused.Startled, Joe hides the Earth Pass behind his back.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALThe Counselor turns to walk away. Joe stops him:The Counselor walks off, chuckling:Joe is confused.He walks to the edge of the Earth Portal, watching the other new souls jump to Earth.Determined, Joe jumps down into the portal to Earth. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALShe leaves under the sink, onto the Astral Plane. No purpose... No purpose...But Joe blows past Curley and into Dorothea's dressing room. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALDorothea approaches him, unconvinced.Joe stands his ground as Curley listens from the doorway.Dorothea is intrigued. She thinks for a moment, then--Dorothea exits, saying over her shoulder:Curley gives Joe a thumbs up and rushes off. Joe looks in the mirror, relieved. As he straightens his tie, Joe notices a photograph of Duke Ellington straightening his tie. Joe smiles: ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALThe audience is on their feet APPLAUDING, including Libba, Melba and Lulu.Joe is elated.I'm not going to cover that bridge for you again!Curley and Miho walk off.Libba, Melba and Lulu congratulate Joe and hail a cab. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALShe hugs her son, then climbs into the cab.Joe waves as Dorothea exits the club.Joe looks confused, slightly disheartened.Dorothea studies him knowingly. Finally:She hails a cab.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Dorothea leaves. Joe watches her go, alone and confused. The marquee behind him flicks off.Joe looks into the train. SUBWAY RIDERS stand motionless, looking at their phones. He looks at his reflection in the window, feeling alone and empty.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL AT THE DOOR STOOP, Joe thoroughly enjoys the pizza slice moments after leaving the hospital. Again, this is 22's memory. BACK AT HIS PIANO, Joe scoops the objects and places them on the music ledge of the piano, studying them. After a moment, he begins to play. Each item triggers other specific MEMORIES: - The BAGEL falling to the Busker's guitar case. - The LOLLIPOP segues into Dez's sharp haircut. - The THREAD SPOOL reminds him of his mother, Libba, passing his dad's suit onto him. Joe smiles as other MEMORIES start to flow, inspiring the music: - Joe lies on the subway grate, feeling the wind beneath his back. - Watching Connie go into the zone while playing her trombone. Then deeper MEMORIES of Joe's life emerge: - A younger Libba gives her toddler-aged son Joe a bath. - His father, Ray, drops a needle onto a jazz record, while 10-year-old Joe watches. They enjoy the music together. - A teenaged Joe pedals a bike through the park, feeling the freedom of summer. - The morning light fills the streets of his Queens neighborhood. - Teenaged Joe watches a Mets game from a rooftop with his parents. Fireworks explode against the city skyline. The memories bring tears to Joe as he plays. More recent ones start to come: - In a diner, Joe sits alone eating a piece of pie, deeply satisfied. - Joe gives a young Curley his first pair of drumsticks, inspiring him with a Max Roach record. - Joe plays his piano for his ill father. Ray smiles as he listens, lost in his son's music. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL - Joe and his mother are alone at the beach, letting the water wash over their bare feet. The memories overwhelm Joe as he continues to play. He smiles as tears fall. Slowly his perspective alters, lifting out of himself, out of the city, off the Earth, and into the cosmos. Suddenly another memory comes, as just voices:This snaps Joe back to Earth. A disturbing thought takes hold. He picks up the helicopter seed, gazing at it as he thinks about 22. Joe makes a decision, puts the seed in his pocket, closes his eyes, and begins playing again. The room fades away as the music takes him into the zone.Joe looks to see Moonwind aboard his ship, sailing toward him.Joe jumps onto the deck.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALMoonwind speeds the ship across the Astral Plane.CUT TO:Moonwind spots 22, now covered in astral dust -- DARK 22. He waves at 22. But the Lost Soul runs off. CUT TO:Joe finds Dark 22 in the distance.©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Moonwind steers the ship and pursues.Dark 22 HISSES at Joe and rockets off.Joe cocks the harpoon net and FIRES. The net wraps around Dark 22 like a lasso. They try to reel 22 in. But Dark 22 dives below the surface, forcing the bow of the ship straight down into the dust.As the ship sinks, Joe jumps off.Moonwind and the entire ship is pulled down, vanishing into the dust. CUT TO:CUT TO:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Joe chases 22.Joe corners 22 between some astral rocks. 22 paces, animal- like, cornered and scared.Joe holds up the Earth Pass. But 22 panics, growing more monstrous.Suddenly, 22 dives back into the sink cabinet and scrambles through the shaft into the soul's clubhouse. Joe rushes after her.A few Counselors in the audience APPLAUD with varying levels of enthusiasm.Suddenly, Dark 22 CRASHES THROUGH THE SCREEN and runs into the audience HISSING and SHRIEKING. Joe runs after 22 as everyone scatters. The Counselor quickly takes back Terry's trophy. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALAngry, Terry pushes through the Counselors, stopping 22 before the soul can escape the theater.But Dark 22 grows even more, towering above Terry. 22 pounces on the accountant, tying Terry's limbs into knots. 22 bolts out the door.22 throws a New Soul at Joe. The New Soul LAUGHS as it bounces off Joe's face.Joe is pelted by more New Souls before 22 runs off again. Counselors keep the New Souls away from 22 while also trying to calm the Lost Soul down.22 ends up at the edge of the Earth Portal. The Lost Soul looks down, scared and trapped. Dark 22 runs away from Joe and ends up trapped at the edge of the Earth Portal. She looks down, scared. She's trapped!©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL 22 looks at Joe as he slowly approaches. He holds out the Earth Pass.22 seems to calm. But suddenly the Lost Soul's mouth opens. It leaps and CONSUMES JOE!Joe goes towards her, but 22 runs away.Joe follows. Suddenly a huge, dark version of 22's mentor, ABRAHAM LINCOLN, appears in front of Joe, blocking him. Lincoln appears to scold Joe, but in 22's voice:Joe tries to get around Lincoln. Mentor MOTHER THERESA appears, blocking him again.Joe struggles forward but is suddenly surrounded by other mentors of 22 -- Copernicus, Carl Jung, Muhammad Ali, etc. All bend down to Joe, reciting their negative opinions of 22: ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALJoe breaks through the crowd, again finding 22 in the distance. He runs to her as she mutters to herself: There's no point in anything I try. Why couldn't I fill out that last box? I'm not good. Nothing I do is right. I'm a loser. I don't do anything right. I'm not good enough at all. Joe nearly reaches 22, until -- A final figure blocks Joe's path: a massive version of JOE HIMSELF.Nightmare Joe SPEWS BLACK DUST from his mouth. Joe tumbles away, the Earth Pass is knocked out of his hands. He desperately searches for it.All seems lost, until Joe remembers -- the helicopter seed in his pocket. He pulls it out and walks forward, holding out the seed to his nightmare self.Nightmare Joe looks at the seed, startled. He melts away, defeated. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Joe finally reaches 22. He puts the seed in her hand, closing her fingers around it, holding it there. 22 appears to calm. SMASH CUT TO:Huh?I'm scared, Joe. I'm not good enough. And anyway I never got my Spark.Joe motions to the world around them.22 looks around, taking in the beautiful, simple moments on Earth.22 looks at Joe and smiles. MATCH CUT TO:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL Joe finds the Earth Pass and places it on 22. 22 smiles, but then realizes: But Joe... This mean you won't get to--Joe motions to the Earth below. 22 steps closer to the edge, but gets cold feet and darts behind Joe.You know you can't do that.22 steps closer to the edge. Joe holds out his hand. 22 takes it and holds tight as they both jump.22 slowly opens one eye, then both. The Earth slowly gets bigger as they fall toward it. The view is spectacular. Wow! 22 starts to enjoy the ride. The soul builds enough courage to let go of Joe's arm and hold his hand. Hand-in-hand, 22 and Joe skydive to Earth, enjoying the ride. 22's Earth Pass starts to glow, slowly drawing the soul away from Joe. 22 looks at Joe reluctantly, unsure. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL But Joe smiles back, as if to say "it'll be okay." Then he gently lets go. 22 pulls away from Joe. He watches the soul fall the entire way, and then vanish. Tears well in Joe's eyes. He is pulled away from Earth and back up as we:Joe turns to see a Counselor on the slidewalk with him.Joe walks over to Jerry.The Counselor opens a Portal. On the other side is Earth. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALSMASH CUT TO:A Counselor comes running up:Terry looks the other way. The Counselor's arm stretches behind Terry and slides the single bead on the abacus into position, covering up the discrepancy.Terry once again examines the abacus.Terry goes back to counting. ©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIALJoe considers as he looks to Earth, then smiles to the Counselor warmly:He thinks for a moment.He steps into the Portal. MATCH CUT TO:©2020 DISNEY•PIXAR - PRIVILEGED AND CONFIDENTIAL

Alright! Let's try something else. Uh...from the top. Ready? One, two, three...

JOE GARDNER, a passionate, well-dressed middle-aged man, conducts an off-key middle school band. It's painfully bad.

One, two, three, four! Stay on the beat! Two, three four--that's a C Sharp, horns!

Okay, she forgot her sax! Aaand now- - aaaaall you, Connie. Go for it!

Look, I remember one time... my dad took me to this jazz club, and that's the last place that I wanted to be.

But then I see this guy. And he's playing these chords with fourths on it and then, with the minor. Whooo! Then he adds the inner voices, and it's like he's... it's like he's singing. And I swear, the next thing I know... it's like he he floats off the stage. That guy was lost in the music. He was in it, and he took the rest of us with him.

And I wanted to learn how to talk like that. That's when I knew. I was born to play.

Joe pops into the hall to speak with PRINCIPAL ARROYO as bad scales emanate from the classroom behind him.

No more part-time for you. You're now our full-time band teacher! Job security. Medical insurance. Pension.

A busy tailor shop bustling with activity. LIBBA, Joe's mother, hems a dress on a CUSTOMER.

Libba's assistants, MELBA and LULU, work away at sewing machines.

After all these years, my prayers have been answered! A full-time job!

Joey. We didn't struggle giving you an education so you could be a middle-aged man washing your underwear in my shop.

With this job, you'll be able to put that dead-end gigging behind you. And Lord knows, we need more teachers in this world. And just think, playing music will finally be your real career!

Hey! Curley! Hey, good to hear your voice, man. Uh listen, you can call me Joe now, Curley. I'm not your teacher anymore.

Okay Mr. Gardner. Hey, look, I'm the new drummer in the Dorothea Williams Quartet and we're kicking off our tour with a show at The Half Note tonight.

Dorothea Williams?! Are you kidding me? Congratulations, man! Wow, I would die a happy man if I could perform with Dorothea Williams.

Joe SPRINTS DOWN THE STREET, weaving between NEW YORKERS. He comes up to a brick building -- the renowned HALF NOTE jazz club.

Joe catches his breath as he walks down the stairs. Photos of jazz greats line the wall. He gazes at them, taking off his hat in reverence.

I'm glad you made it. My boy Bishop said he sat in on with you on a set last year in Brooklyn. Said you were great.

Hey Dorothea, this is the cat I was telling you about. My old middle school band teacher, Mr. Gardner!

Call me Joe, Dorothea. I mean, um... Ms. Williams. It's a pleasure. Wow. This is amazing.

I've been uh...teaching...middle school band, but on weekends I--

Get a suit, Teach. A good suit. Back here tonight. First show's at 9. Soundcheck's at 7. We'll see how you do.

Look up, look up! You know what that's gonna say? Joe Gardner! HA HA!

You're never gonna believe what just happened! I did it. I got the gig! Yes!

Joe is on his phone, spreading the good news, oblivious to the city around him.

Joe walks right under a huge pallet of bricks as it's lifted into the air. A bunch of bricks fall, just missing him.

Still oblivious, Joe walks through a sidewalk littered with split banana peels, then through a pile of overturned nails. Amazingly, he avoids disaster while on his phone:

Forget class. I'm in a different class. I'm in a Dorothea Williams class buddy. You know what I'm saying?

Joe turns a corner, phone still to his ear. He nearly runs into an old man with an ANGRY DOG. The dog lunges at Joe, BARKING:

OOF! Joe lands with a THUD on a moving slidewalk, akin to those in airports.

Joe looks into the darkness, then notices his hands and feet are different, glowing.

You see Joe, I'm 106 years old. Been waiting a long time for this.

Yes! Yes, I do. I'm not dying the VERY day I got my shot. I'm due! Heck, I'm OVER-due! Nah ah. I'm outta here.

This can't happen. I'm NOT dying today. Not when my life just started!

I'm not finished! I GOTTA GET BACK! I DON'T WANNA DIE!!! I'M NOT DONE! I'M NOT DONE!

Ahh!! Oh my goodness, oh my goodness. Sorry! Sorry! Excuse me! Help! I'm not done! I gotta get back!

A portal opens, dropping Joe in what appears to be tall grass. He watches as the portal closes above him.

He slowly gets up and looks around another world. Beautiful buildings, Elysian fields and glowing crowds of strange, fuzzy beings -- NEW SOULS.

A rambunctious group of them are gathered around a COUNSELOR, a taller, ethereal being that looks vaguely human.

One of the new souls finds him and pokes his face, laughing. Joe pushes it away, but other new souls arrive, surrounding him. One BITES him.

37, that's enough. Hey everyone, look here! Quiet coyote! Shh! Quiet coyote!

I am the coming together of all quantized fields of the universe, appearing in a form your feeble human brain can comprehend.

It's easy to get turned around. This isn't the Great Beyond. It's the Great Before!

Not yet. Your body's in a holding pattern. It's complicated. I'll get you back to your group.

Meanwhile, a pair of Counselors are watching the deceased souls pour from the slidewalk into The Great Beyond.

While one Counselor is another Jerry, the other is shorter, angrier, and holds a huge ABACUS. The Counselor uses it with lightening precision to count every soul that enters the white light. This is TERRY, the accountant.

Jerry (in bus form) continues to walk Joe and the new souls across campus.

Okay, first stop is the Excitable Pavilion. You four. In you go!

Jerry brings Joe to where a group of older souls like him are gathered around a table, looking for their pre-printed name tag. These are MENTORS.

I understand. Mentoring isn't for everyone. You're more than welcome to opt out.

Ah! Actually, on second thought, you know, the mentoring sounds like fun.

151,000 souls go into the Great Beyond every day. That's 105.2 souls per minute, Jerry. 1.75 souls per second. And I count every single one of 'em.

It's my job to keep track of this stuff, Jerry. I'm the accountant.

And we all think you're doing a wonderful job, don't we everyone?

I'm always counting. I'm counting right now. You blinked five times since I started talking.

Right! Since accounting is your job, why don't you figure out the problem.

Terry arrives in the Hall of Records. She's greeted by another Jerry.

Terry opens the first file cabinet, cracks her fingers and gets ready.

Joe steps into the theater as an instructional video begins. Other Mentors watch from stadium seats.

Hello there, Mentors! I'm Jerry, a Counselor here at the You Seminar. You don't remember it, but you've been here before! But don't worry, forgetting the trauma of childbirth is one of the great gifts of the universe.

Here at the You Seminar, all new souls are given unique and individual personalities.

What goes in this spot? Well, these souls need their Spark. And that's where YOU come in!

The video continues by showcasing an immense space filled with everything on Earth.

Maybe you will find their Spark in the Hall of Everything, where literally anything on Earth could inspire!

A MENTOR ushers a NEW SOUL around a museum featuring moments from the mentor's extraordinary life.

Or perhaps you'll prefer the "Hall of You," featuring a selection of moments from your own inspiring life!

And just what is this Spark? Well as mentors, you've already learned that...

In the HALL OF EVERYTHING, Joe plays a lively tune on a piano for a new soul. In no time, the soul is inspired and its badge turns into an Earth Pass! Joe smiles, not surprised.

Without a thought, Joe YANKS the Earth Pass away, tosses the new soul into the piano, and jumps straight to Earth.

BACK IN NEW YORK, he lands back in his stricken body. It jolts back to life. Joe launches out of the manhole, runs straight to his performance with Dorothea Williams, and receives the applause of the entire city.

I know you're all excited to get to work, so good luck finding the Spark!

Wow, that was informative. Now it's time for my favorite part of the program: matching you Mentors with your Soul Mates!

Maria was a rare disease specialist from the University of Mexico.

In a DOCTOR'S OFFICE -- The human form of DR. mARIA mARTINEZ successfully treats a PATIENT.

She'll be matched with, one of my favorites, soul number 108 billion, 210 million, 121 thousand, four hundred and 15.

Congratulations! Off you go! Our next mentor is Bjorn T. Börgensson!

Dr. Börgensson is a world renown child psychologist who was recently awarded a Nobel Prize!

In a PYSCHOLOGIST'S OFFICE, GRETA, a troubled teenager, looks at a Rorschach blot held up by a very different looking DR. BÖRGENSSON.

How many times do I have to tell you, I don't wanna go to Earth!

22 has been at the You Seminar for quite some time and has had such notable mentors as Gandhi, Abraham Lincoln and Mother Theresa.

We're TRULY glad to have you here, Dr. Börgensson. It is an honor having you prepare 22 for Earth.

Look kid. Can I just be honest with you? I'm not Bjorn Borgenstein or whatever his name is. I'm not even a mentor.

Black improvisational music. It's one of our great contributions to American culture. At least give it a chance, Joey!

This is where it all started. This is the moment where I fell in love with jazz.

Listen to that! See the tune is just the starting point, y'get me? The music is just an excuse to bring out the YOU.

Well what if I help you turn that into an Earth Pass? Will you give it to me then?

Well I am not going out like this. Where's that Hall of Everything?

The HALL OF EVERYTHING looms in the distance. Joe and 22 walk toward it, passing the Earth Portal. Joe leans to Earth:

Joe and 22 tour the aisles, loaded with every sort of delicious, baked item imaginable.

22 tries to be a scientist. The experiment explodes but 22 shrugs, uninterested.

22 tries being an Olympic gymnast, completing an impressive dismount off the beam. But no Spark:

As President, 22 signs a bill into law. But is still unimpressed:

An massive rocket lifts off with 22 and Joe inside, filling the Hall with smoke. But yet again:

22 and Joe leave the Hall. Joe is more annoyed than ever. 22 is simply bored.

Well what else can we do then? Because we're running out of time!

Nice try, Bjorn. But no need to feel bad. 22 can be a bit of a challenge.

Oh, ok. I've never seen 22 this enthused. Good for you, Dr. Börgennson!

They emerge inside 22's secret clubhouse, filled with a collection of random items from Earth. Joe looks around in amazement at all the stuff.

Against one wall are thousands of name tags -- all former Mentors of 22.

22 opens a cabinet under a bathroom sink, revealing a mysterious shaft.

Joe and 22 step onto the Astral Plane. Joe looks around at the bizarre, amazing landscape.

The glitter-like dust below their feet rises and lowers gently, like waves on an ocean.

Suspended above them are countless SOULS engrossed in tasks like playing an instrument, writing, swimming, etc. All are in the zone.

Wait a minute! I was here! Today during my audition! This must be where musicians come when they get into a flow.

22 stands near a NEW YORK KNICKS BASKETBALL PLAYER in the zone, dribbling in for the dunk.

The KNICKS PLAYER "wakes up" in mid-dunk. The ball slams onto the rim as he crumbles to the hardwood. The crowd BOOS.

Ah! Ahoy there fellow Astral Travelers! Good to see you again, 22!

That's what we do! We are the Mystics Without Borders, devoted to helping the Lost Souls of Earth find their way! I'm Moonwind Stardancer at your service.

That's Windstar Dreamermoon, Dancerstar Windmoon, and that's Dreamerwind Dreamerdreamer.

Poor fellow. Some people just can't let go of their own anxieties and obsessions, leaving them lost and disconnected from life. And this is the result.

The Hedge Fund Manager, surrounded by screens dripping with numbers and graphs, "wakes up."

We've never connected an untethered soul back to its body before. But perhaps if we travel to a thin spot... Yes! All aboard!

The ship sails through the sands. Moonwind is at the wheel, as 22 and Joe look on.

Moonwind's human body expertly spins a "HOT DEALS" sign on a street corner.

The zone is enjoyable, but when that joy becomes an obsession, one become disconnected from life.

The ship sails into a sunken spot on the Astral Plane and drops anchor.

Now, since you don't have a connection to your body, you will have to tune back into your physical surroundings.

No peeking! Maintain your meditative state or you'll break the connection. Now, see if you can smell and feel where your body is!

Joe's body lies in bed. His toes wiggle. His hand is on a THERAPY CAT as a THERAPY CAT LADY and NURSE talk nearby.

POV from Joe, as he opens his eyes and looks around the hospital room.

What the--? No! No! No! NO! I'm in the cat? Wait a minute! If I'm in here, then, then who...

I don't wanna be in a cat! I hate cats! That Moonwind guy messed this up!

Oh no! They can't understand me! They think you're me! You gotta try.

SHHH! They're going to think you're nuts! I mean... that I'm nuts! Ugh. How did this happen!?

Is there anyone we can call, Mr. Gardner? A next of kin or friend?

Tell you what, we're going to keep you here for observation. Just for a bit. Perhaps our therapy cat can go to his next appointment--

Hey! Focus! Listen to me! We gotta get out of here before they take me away!

Joe peeks out from the door and down the hall. The coast is clear. He stumbles into the hall, struggling to control his new cat body.

The two collapse in the elevator. 22 inspects Joe's glasses, causing a bright spot on the floor. Joe can't stop his cat instincts and tries to pounce on it. He catches himself and sits back down.

22 holds Joe as they emerge from the elevator and into the lobby. They walk toward the frosted glass EXIT doors.

22 stands in front of the doors. They can hear the MUFFLED SOUNDS of the busy city behind them. 22 tries to gather courage.

The CACOPHONY of New York is overwhelming to 22 -- a barrage of sight and sound. 22 freezes in fear, but is swept up in a passing CROWD OF PEOPLE.

No no! Don't stop! What are you doing!? This is New York City! You don't stop in the middle of the street. Go GO GO!!!

22 drops Joe and runs across the street! Joe rushes after her, nearly getting hit by traffic. But 22 is gone.

22! I didn't know I had claws, okay? Look, I'm sorry, but come on, let's go.

Steaming slices of pizza sit under heat lamps. A cat paw grabs one.

Joe carries the slice. He passes a RAT walking in the opposite direction, also carrying its own slice of pizza. They both stop, regard one another, shrug, then continue on.

Calmer, 22 now gnaws on a gyro, making slow progress. Joe Cat rides impatiently on her shoulders.

Soul-Moonwind is sailing his ship when he's suddenly YANKED from deck and pulled back down to Earth.

Moonwind's eyes open as he "wakes up" from the zone. He looks at 22.

Oh! Well we'll have to perform an old fashioned astral transmigration displacement.

It's simply a way to get your souls back where they belong! And it's a glorious ritual indeed, full of chanting, dancing, and best of all, bongos!

I need to be at The Half Note by 7, so this needs to happen right now!

Woah woah woah. Not so fast! You must wait for another thin spot to open between Earth and the Astral Plane. And that won't occur until Orcus moves into the House of Gemini!

Well, the government calls it 6:30. Look, I'll meet you at The Half Note.

Terry the Accountant continues to rifle through the endless file drawers.

You're out there somewhere, little soul. And I'm going to find you.

22 turns the corner, nibbling on another slice. Joe still on her shoulders.

All right, this is the last snack! I can barely fit into my pants as it is. 6:30 is cutting it close. Too close. We gotta get back to my place and get you cleaned up and ready to go.

BLECK! Ugh. We gotta hail a cab. Hold your hand out. Hold it up and out.

22 and Joe come out of the cab, walking up to an apartment building Queens.

Ugh! Dorothea Williams saw me! What am I going to do!? She's gonna think I'm crazy!

22 and Joe step inside his small apartment. Floor-to-ceiling shelves against a wall are lined with vinyl, surrounding an upright piano. Next to it, an upright bass. Classic jazz posters hang on other walls.

Never mind, just put those pants on! Sheesh, I can't believe I've been walking round in this city with no pants on.

Hey, Mr. G. It's Curley. Um... I hope you're doing okay. Dorothea freaked out when she saw you. And she called this other guy, Robert. He's got the gig now. I'm sorry.

Look. Honestly, your class was the only reason I went to school at all. Like, I owe you a lot. So...

Here's the plan. Clean yourself up, put on a killer suit, and get to the club early. I'm going to try to talk to her.

Just make sure you show up looking like a million bucks, alright?

Ohhh! I can get the gig back! 22, I need your help! I have a suit. I'm gonna need you to try it on. And then I can line up my hair a little bit and I can--

Outside is Connie, the trombonist from Joe's middle school band class. She holds out her trombone to 22, angry.

What are you talking about!? She doesn't care about any of that--!

22! Don't you walk away from me! Come here right now! I'm gonna scratch up the sofa!

Uh, you know what Mr. G? I was practicing this one thing yesterday and... maybe you can listen to it and tell me to quit after, okay?

Because she loves to play. She might say she hates everything, but trombone is her thing. She's good at it. Maybe trombone is her Spark, I don't know.

And I wouldn't be mad if you put a little lotion on me when you're done.

As Joe tends to his suit jacket, 22 tries to put on socks but FALLS.

A pair of Counselors is directing a flock of new souls into several Pavilions.

You five will be insecure. And you twelve will be self-absorbed.

See that, everybody? Who figured out why the count's off? That's right, Terry did! It's Terrytime!

Right. Joe Gardner is his name. It looks like he's back down on Earth.

All right, all right. Easy on the hysterics. Terry's got this under control. I'll handle it.

I'll go down there and get him. Set the count right, lickety-split.

Look, you all are the ones who beefed it. I'm trying to un-beef it.

Don't worry. I'll make sure no one else sees me. I'll move among the shadows, like a ninja.

You couldn't call an elevator, remember? No way. I just need to line me up. Now be still.

No, no, no! My HAIR! MY HAIR IS NOT OKAY! THIS IS A DISASTER! We gotta fix this! Right now!

Inside the neighborhood barber shop, hair gently falls to the ground as the loud buzzing sound of multiple hair clippers fills the shop. BARBERS are cutting and trimming the hair of MEN and BOYS while razzing each other:

Man shut up. You know I'm sensitive about that. I lost my hair at an early age.

Joe and 22 peer through the window. The hair disaster is hidden under a hat.

Dez is that guy in the back. He can fix this. Talk about having a Spark! This guy was born to be a barber.

Dez is the only one I that talk to. We usually talk about jazz, but this time just sit there, get the cut and get out.

22 carries Joe into the shop. The customers and barbers all give a synchronized silent "nod," then go back to their conversations.

Hey, Joe! What're you doing here on a weekday? You didn't call for an appointment, man. It's gonna be a while.

You could always let Harold cut your hair. His chair's wide open.

Joe ain't getting no gig, Dez. You know he's Mr. Close-But-No-Cigar.

Look, I can deal with some freaky stuff, but if this cat don't chill, we're gonna have to put it outside.

Sometimes change is good. You have been rocking that same style for a while.

22 is relaxed now, happily sucking on the lolly as Dez finishes.

Everyone in the store has pulled up a chair, now listening intently to 22's story.

I never knew you had such an interesting education, Joe. I just thought you went to music school.

I wouldn't call myself stuck but I never planned on cuttin' heads for a living.

I was planning to. When I got out of the Navy. And then my daughter got sick, and...

Whoah, whoa, slow your roll there, Joe. I'm happy as a clam, my man. Not everyone can be Charles Drew inventing blood transfusions.

Haha. You are not all that. Anyone could play in a band if they wanted to.

Don't pay Paul any mind. People like him just bring other people down so they can make themselves feel better.

That's the magic of the chair. That's why I love this job. I get to meet interesting folks like you. Make them happy...

I may not have invented blood transfusions, but I am most definitely saving lives.

I don't know about this crazy cat guy thing man, but it is nice to finally talk to you about something other than jazz, Joe.

Inside Joe's former hospital room, a HEART MONITOR beeps, suddenly FLATLINES -- then becomes Terry.

Terry leaps from the monitor and looks around the room for clues.

Terry examines Joe's empty hospital bed, ducking out of sight just as a DOCTOR enters the room.

Terry moves, snake-like, up to the sunken alcove where 22 had been hiding earlier. Terry examines the spot where 22 had been sitting.

Terry slithers among Joe's things, over his album collection and onto his piano, searching.

Paul comes out of the small grocery store near the barber shop. He opens a bag of chips, still stung by 22's insult:

Surrounded by the eerie darkness of Limbo, Terry let's "Joe" have it:

Thought you could cheat the universe?! Well you thought wrong! I'm the Accountant, and I'm here to bring you in!

Paul emerges through the portal, back onto the street. He's shivering, clutching his bag of chips, horrified. Terry tries to make things right:

Look, fella. I'm thinking there's no reason we can't keep this little incident between us, eh? Mistakes happen. And uh, it's not your time. Unless you keep eating those processed foods, am I right? Ha!

22 and Joe keep walking. 22 happily sucks on a lollipop as they talk.

You know what, you did all right back there. How did you know how to deal with Paul?

First of all, "jazzing" is not a word. And second, music and life operate by very different rules.

Uh huh. Now let's get back to the plan. We go the Half Note and wait there for Moonwind. It's around 4PM now...

You know what, you are really getting good at using those legs. Why don't you try running?

Okay, enough of the jazzing and everything like that. We need to get somewhere. Now I suggest that-

It doesn't matter whose butt! Take off the jacket! Tie it around your waist! Quick! Cover the butt!

No, you don't understand! Mom doesn't know about this gig. And she's not gonna like it.

Stop saying okay! We gotta catch the subway across town. Come on.

22 eats a bagel while carrying Joe down onto a subway station platform.

My mom doesn't know about the gig, and I want to keep it that way, okay?

Look, my mom has her own definition of what success is and being a professional musician isn't it.

So lemme see... I need the suit fixed for a school band recital. Ugh, I'm not looking forward to this. But there's no reason she needs to know.

All the times I've been so close to getting to my dreams... something always gets in the way. You know what I mean?

Of course you love music now. Because you're ME. Let's go. Let's go!

Joe finds a seat and sits, like a person -- on his butt, cat- feet outstretched. He folds his paws across his cat-chest and settles in for the ride like any New Yorker.

A NEW YORKER next to him looks at this, decides to scoot over, not wanting any part of this weirdness.

22 remains standing as the doors close. The car is nearly full. The train starts moving. 22 stumbles.

Don't worry about it. It's the subway. It does that to some people.

It wears you down. It stinks. It's hot. It's crowded. Every day the same thing, day in and day out.

But once I get on that stage tonight, all my troubles are going to be fixed. You're gonna see a brand new Joe Gardner.

Alright, remember, I need the suit fixed for a band recital. Got it?

I hope that cat isn't supposed to be some kind of peace offering.

Lulu and Melba press themselves against the door, trying to hear what's going on.

How long are you going to keep doing this, Joey? You tell me you're going to accept the full- time position...

Does this "gig" have a pension? Health insurance? No? Then it's the same as the other ones. It's like you can't even be truthful with me anymore!

Fine, we'll get the suit off the rack somewhere. My mom has never understood what I'm trying to do with my life.

Fine, we'll get a suit off the rack somewhere. My mom has never understood what I'm trying to do with my life.

Mom, I know we've had some rough times. But you're right. I can't be truthful with you. Because no matter what I do, you disapprove.

Then how come except for church, you're happiest when I don't? I finally land the gig of my life and you're upset.

You didn't see how tough being a musician was on your father. Î don't want to see you struggle like that!

Your father had me. Most times this shop was what paid the bills. So when I'm gone, who's gonna pay yours?

Music is all I think about. From the moment I wake up in the morning to the moment I fall asleep at night.

Then I don't want to eat! This isn't about my career, Mom. It's my reason for living. And I know Dad felt the same way.

And... I'm just afraid that if I died today, that my life would've amounted to nothing.

Lulu! Melba! Bring your good scissors in here. We got work to do!

22 surveys the NEW SUIT in a full-length MIRROR while Libba, Melba and Lulu make adjustments.

Wow, that was amazing! Know what that felt like? That felt like jazz!

Joe and 22 emerge from the subway station in another part of town, in the midst of conversation:

Heh heh. I can't believe I'm getting romantic advice from an unborn soul.

Woah, I can't believe how good I look! The suit! The cut! Just look at me! Heehee! Boodie-be-da!

This can't be happening now! The Half Note! Look at that lineup...

To go home. Bet you're ready to get off this stinky rock, huh? What'd you think of Earth anyway?

Those really aren't purposes, 22. That's just regular ol' living. But when you get back to the You Seminar, you can give it an honest try.

The stars are almost in alignment! I'll have you back in your bodies in no time.

22, you're only loving this stuff because you're in MY BODY. You can find your OWN thing to love when you get back to the You Seminar. Now come on, I need my body back. Now!

Joe tries to keep up. 22 turns a corner and disappears down the subway stairs.

As 22 and Joe float through the inky darkness, their soul forms emerge out from their respective bodies.

As Joe's human body and the cat body float away, the souls of Joe and 22 float upwards, to another portal leading back into the You Seminar. Terry looks down on them, triumphant.

Joe lands in the grass of the You Seminar. Above him the Portal closes.

My life was finally going to change! I lost everything because of you!

Joe Gardner? You're back! Terry, you found them! Didn't expect that one.

Oh my goodness, this is amazing Shut the fridge, 22 has got an Earth Pass?! This is cray cray! This is a great day! After all these years!

I'll tell you what filled it in... I did! It was my Spark that changed that badge!

Joe, it's time for you to accompany 22 to the Earth Portal. Give you a chance to say goodbye.

Terry, you've done a super job! We'll take it from here. You're amazing.

Joe and 22 approach the edge of the Portal, both angry. 22 looks holds the Earth Pass.

Come on, 22. Think about it. You hated music until you were in my body. You hated everything until you were me!

Oh... uh. I just... let her walk a mile in my shoes, you could say.

You know, her Spark. Her purpose. Was it music? Biology? Walking?

Because I have piano. It's what I was born to do. That's my Spark.

Oh, you mentors and your passions! Your purposes! Your meanings of life! So basic.

Joe comes to in his own body, a sea of anxious PASSERBYS staring down at him. He rubs his aching head, realizing he's back.

Mr. Mittens looks on, until the Therapy Cat Lady approaches. The cat runs into her arms.

Joe runs down the stairs, into the club. He runs into Curley, looking good in his own gig suit.

DOROTHEA talks to Miho while finishing her makeup. Joe bursts in.

And if you don't go with me, you'll be making the biggest mistake of your career.

My only purpose on this planet is to play. It's what I was meant to do. And nothing's gonna stop me.

Well aren't you an arrogant one. I guess you really are a jazz player.

LATER -- The band kicks in. Joe doesn't miss a beat. He pounds on the keys as he and Dorothea solo joyously back and forth, in the flow. We see the quartet's tight performance in a series of TIME CUTS. The CROWD eggs them on wildly.

Then it ends. The lights come up. Joe is spent, breathing heavily, taking in the applause. He looks over at Dorothea. She smiles and leans in:

Curley, Miho and Joe come out of the club, excited and energized.

You play a hundred shows, and one of them is killer. You don't get many like tonight.

It's just... I've been waiting on this day for my entire life. I thought I'd feel... different.

I heard this story about a fish. He swims up to this older fish and says "I'm trying to find this thing they call the ocean." "The ocean?" says the older fish, "That's what you're in right now." "This?" says the young fish, "This is water. What I want is the ocean."

Joe ponders Dorothea's words as he rides the train. It lurches. He bumps into someone.

Joe closes the door behind him and stares at his all-too- familiar apartment.

Around him, nothing has changed. He walks into the empty silence.

A CRUNCH of stuff in his pocket gets his attention. He pulls out the things 22 "found": a pizza crust, a bagel, a lollipop, a spool of thread, and a helicopter seed.

He absently dumps it on an end-table and puts his head in his hand, mournfully fingering the piano keys.

Joe's eyes fall back onto 22's mementos. It triggers something in Joe.

OUTSIDE THE HALF NOTE, the helicopter seed twirls into his hand. But it is 22's memory.

BACK AT HIS PIANO, Joe is startled. He looks at the pizza crust.

Maybe sky watching could be my Spark. Or walking! I'm really good at walking.

Joe opens his eyes, now in the zone. He plays an astral piano in his soul form, floating above the plane. Other souls in the zone float on the horizon.

When neither of you returned to the Half Note, I suspected something had gone wrong.

Joe scans a field of Lost Souls with a telescope as Moonwind continues:

Lost Souls are obsessed by something that disconnects them from life. And now that 22 has technically lived, she's become one of them.

A captain always goes down with the ship. It has been a pleasure serving with you--

Moonwind is spinning his sign. He is suddenly jolted out of his trance.

Dark 22 pops up in the distance, HISSING at Joe. The soul runs off again.

On stage, a Counselor presents a trophy to Terry, who beams with pride.

And for correcting our absent- minded mistakes and setting the count right, we are awarding you, Terry, this trophy.

I am happy to accept this very special award I requested, but that I absolutely deserve.

Dark 22 runs through campus, Joe close behind. New Souls look up at the Lost Soul in wonder.

There, there, calm down. Don't worry,You have to stop running. Please.

I was wrong! Please, will you listen? You ARE ready to live, 22!

Joe opens his eyes. He's in total darkness. Black dust swirls around him. He hears CRYING in the distance.

Not good enough. Nope. No point. I just need to fill out that last box. I give up.

You're dishonest! All you make are bad decisions! You are unwise, and you won't make it in the world!

The world needs remarkable people, and you're the least remarkable soul I've ever met! The world is better off without you in it! You're a nitwit! Mentally unfit! An imbecile! I cannot help you!

You will never find your spark. There's no point. Those aren't purposes, you IDIOT! That's just regular ol' living. This is a waste of time. You only got that badge because you were in MY body. That's why you ruin everything! Because you. Have. No. Purpose!!

There's no point. You'll never find your Spark Because you. Have. No. Purpose!!

Suddenly, 22 is back in Joe's body, sitting on the stoop and looking at the seed, scared.

Your Spark isn't your purpose. That last box fills in when you're ready to come live.

Dark 22 smiles at Joe. The black dust surrounding the Lost Soul melts away.

Eyes shut tight, 22 clutches Joe's arm as they free-fall toward Earth.

Joe opens his eyes to find he is on the slidewalk, heading towards the Great Beyond.

I think I'm speaking for all the Jerrys when I say... thank you.

We're in the business of inspiration, Joe, but it's not often we find ourselves inspired.

Again, Terry is counting souls on the abacus. Suddenly, one of the beads draws her attention.

So what do you think you'll do? How are you going to spend your life?

Joe's feet step out of his apartment building. He smiles as he looks around, taking in the glorious chaos of it all.

Above Midtown section of the city . It is early afternoon , a hot mid - summer day . The city is sun - sunblanched white and its drifted - up noises are muted in blanched their own echoes . We fly low , heading in a downtown direction , passing over traffic - clogged streets , parking lots , white business buildings , neatly patterned residential districts . As we approach downtown section , the character of the city begins to change . It is darker and shabby with age and industry . We see railroad tracks , smokestacks , wholesale fruit - and - vegetable markets , old municipal buildings , empty lots . vegetable The very geography seems to give us a climate of nefariousness , of back - doorness , dark and shadowy . And secret . We fly lower and faster now , as if seeking out a specific location . A skinny , high old hotel comes into view . On its exposed brick side great painted letters advertise `` Transients - Low Weekly Rates - Radio in Every Room . '' We pause long enough to establish the shoddy character of this hotel . Its open , curtainless windows , its silent resigned look so characteristic of such hole - and - corner hotels . We move forward with purposefulness and - toward a certain window . The sash is raised as high as it can go , but the shade is pulled down to three or four inches of the inside sill , as if the occupants of the room within wanted privacy but needed air . We are close now , so that only the lower half of the window frame is in shot . No sounds come from within the room . Suddenly , we tip downward , go to the narrow space between shade and sill , peep into the room . A young woman is stretched out on the mussed bed . She wears a full slip , stockings , no shoes . She lies in and attitude of physical relaxation , but her face , seen in the dimness of the room , betrays a certain inner - tension , worrisome conflicts . She is MARY CRANE , an tension , attractive girl nearing the end of her twenties and her rope . A man stands beside the bed , only the lower half of his figure visible . We hold on this tableau for a long moment , then start forward . As we pass under the window shade ,

A small room , a slow fan buzzing on a shelf above the narrow bed . A card of hotel rules is pasted on the mirror above the bureau . An unopened suitcase and a woman 's large , straw open - top handbag are on the bureau . On the table beside the bed there are a container of Coco - Cola and an unwrapped , untouched egg - salad sandwich . There is no radio . The man standing by the bed , wearing only trousers , T - shirt and sox , is SAM LOOMIS , a good - looking , sensual shirt man with warm humorous eyes and a compelling smile . He is blotting his neck and face with a thin towel , and is staring down at Mary , a small sweet smile playing about his mouth . Mary keeps her face turned away from him . After a moment , Sam drops the towel , sits on the bed , leans over and takes Mary into his arms , kisses her long and warmly , holds her with a firm possessiveness . The kiss is disturbed and finally interrupted by the buzzing closeness of an inconsiderate fly . Sam smiles , pulls away enough to allow Mary to relax again against the pillow . He studies her , frowns at her unresponsiveness , then speaks in a low , intimate , playful voice .Mary looks at his smile , has to respond , pulls him to her , kisses him . Then , and without breaking the kiss , she swings her legs over the side of the bed , toe - searches around , finds her shoes , slips her feet into searches them . And finally pulls away and sits up .She rises , goes to the bureau , takes a pair of small earrings out of her bag , begins putting them on , not bothering or perhaps not wanting to look at herself in the mirror . Sam watches her , concerned but unable to inhibit his cheery , humorous good mood . Throughout remainder of this scene , they occupy themselves with dressing , hair - combing , etc. .He breaks off , his cheeriness dissolved , goes to the window , tries to raise the shade . It sticks . He pulls at it . It comes down entirely , and the hot sun glares into the room , revealing it in all its shabbiness and sordidness as if corroborating Mary 's words and attitude . Sam kicks at the fallen shade , laughs in frustration , grabs on to his humor again .She stares at him , surprised at his willingness to continue the affair on her terms , as girls are so often surprised when they discover men will continue to want them even after the sexual bait has been pulled in . Sam smiles reassuringly , places his hands gently on her arms , speaks with gentle and simple sincerity .He moves away and again the weight of his pain and problems crushes away his good humor . There is a quiet moment .He looks at her , long , pulls her close , kisses her lightly , looks out the window and stares at the wide sky .Mary goes out quickly , closing door behind her . As Sam stares down at his shoeless feet ,

I better get back to the office. These extended lunch hours give my boss excess acid.

Call your boss and tell him you're taking the rest of the afternoon off. It's Friday anyway. and hot.

Checking out time is three P.M. Hotels of this sort are n't interested in you when you come in, but when your time's up.

I've heard of married couples who deliberately spend occasional nights in cheap hotels. They say it.

My old Dad used to say ` when you ca n't change a situation, laugh at it.' Nothing ridicules a thing like laughing at it.

This! Meeting you in secret so we can be. secretive! You come down here on business trips and we steal lunch hours and. I wish you would n't even come.

Okay. What do we do instead, write each other lurid love letters?

It is tragic! Or it will be. if we go on meeting in shabby hotels whenever you can find a tax - deductible excuse for flying down deductible here.

And besides, when you say I make tax - deductible excuses you make me out a criminal.

I wish I were. Not an active criminal but. a nice guy with the conscience of a criminal.

We can see each other, we can even have dinner. but respectably, in my house with my mother's picture on the mantel and my sister helping me broil a big steak for three!

And after the steak. do we send Sister to the movies and turn Mama's picture to the wall?

Mary, whenever it's possible, tax - deductible or not, I want to see deductible you. And under any conditions.

I'm all for it! It requires patience and temperance and a lot of sweating - out. otherwise, though, it's only hard work.

But if I can see you, touch you even as simply as this. I wo n't mind.

I'm fed up with sweating for people who are n't there. I sweat to pay off my father's debts. and he's in his grave. I sweat to pay my ex - wife alimony, and she's living on the other side of the world somewhere.

A couple of years and the debts will be paid off. And if she ever re - marries, the alimony stops. and then.

And live with me in a storeroom behind a hardware store in Fairvale. We'll have a lot of laughs. When I send my ex - wife her money, you can lick the stamps.

You know what I'd like? A clear, empty sky. and a plane, and us in it. and somewhere a private island for sale, where we can run around without our. shoes on. And the wherewithal to buy what I'd like.

Mary, you want to cut this off, go out and find yourself someone available.

And you thought she'd come up here, to me? If she had, what reason would she have for not calling you?

Well what do you think, we eloped or something? Or we're living in sin and.

Somebody better tell me what's going on and tell me fast! I can take so much and then.

Did you check in Phoenix. hospitals. maybe she had an accident. a hold - up.

He must have had a darn good reason for wanting them kept out of it. All that cash.

If she did steal that money. It's hard to believe she did because it's hard to see why she would. Unless she had some wild idea that it would help me. us.

I think she'll contact me if she contacts anybody. Why do n't you stay here. When she shows up. or calls. be here.

After we check you in we'll go to the drugstore and get you a sandwich. Then we'll come back here. and wait.

You want to run out there, bust in on Arbogast and the sick old lady, shake her up and maybe spoil everything Arbogast's been building for the last three hours.

Got the number of the motel out on the old highway? Bates, I think.

No. I'm just procrastinating. People hate when the doorbell rings in the middle of the night.

This is Lila Crane, from Phoenix. She's been here for a few days, looking for her sister. There's a private detective helping. and, well, we got a call tonight, from this detective, saying he'd traced Mary.

He traced her there and called us to say he was going to question Mrs. Bates.

That was early this evening. And we have n't seen or heard from him since. I went out to the motel, just got back. No one was in the office, and.

Everyone concerned thought. if they could get her to give back the money. they could avoid involving her with the police.

He was out when I was there. If he's back he probably is n't even in bed yet.

You mean that old woman I saw sittin' in the window was n't Norman Bates' mother?

Yes! In the house behind the motel. I pounded and called but she. just ignored me.

We thought, if you did n't mind, we'd go out to the motel with you.

Want me to drop you at the hotel? Or you want to come over to the store?

I'm going with you. But we'd better decide what we're going to say and do when we walk in.

But this will be the first time I've ever pulled one of those man - and - wife - renting - cabin capers!

We'd hoped to make it straight to San Francisco, but we do n't like the look of that sky. Looks like a bad day coming. does n't it.

Uh, uh! My boss is paying for this trip. ninety percent business. and he wants practically notarized receipts. I better sign in and get a receipt.

Check in any place in this country without bags, and you have to pay in advance.

Well, if he opens a new motel on the new highway. say, a year from now.

The wife's taking a nap and. I can never keep quiet enough for her. so I thought I'd look you up and. talk.

I always thought it was the people who are alone so much who do all the talking when they get the chance. Yet there you are, doing all the listening!

What I meant was. I'd do just about anything. to get away. Would n't you?

I'm not saying you should n't be contented here, I'm just doubting that you are. I think if you saw a chance to get out from under. you'd unload this place.

I've been talking about your mother. about your motel. How are you going to do it?

Buy a new one! In a new town! Where you wo n't have to hide your mother!

Where will you get the money to do that, Bates. or do you already have it. socked away. a lot of it.

I bet your mother knows where the money is. And what you did to get it. And I think she'll tell us.

It'll pass. Headaches are like resolutions. you forget them soon as they stop hurting.

The copies. Mr. Lowery, if you do n't mind, I'd like to go right on home after the bank. I have a slight.

I did n't mean to sleep so long. I was afraid I'd have an accident last night, from sleepiness. so I decided to pull over.

I did n't intend to sleep all night! I just pulled over. have I broken any laws?

I've told you there's nothing wrong. except that I'm in a hurry and you're taking up my time.

No. Thank you. I'm in. a hurry. I just want to make a change and start.

But what? Is there anything so terribly wrong about. making a decision and wanting to hurry? Do you think I've stolen. my car?

You should n't have bothered. I really do n't have that much of an appetite.

But as long as you've made us supper, we may as well eat it. Huh?

If anyone ever spoke to me, the way I heard. The way she spoke to you, I do n't think I could ever laugh again.

I am sorry. I only felt. it seemed she was harming you. I meant.

I'm very tired. And I'll have a long drive tomorrow. All the way back to Phoenix.

I stepped into a private trap back there - and I want to go back and. try to pull myself out.

Shooting down at hotel entrance . Mary comes out , walks quickly to a parked cab , gets in . The cab zooms up the awful street .

A small , moderately successful office off the main street . A cab pulls up at the curb . We see Mary get out of cab , pay driver , cross pavement to the office door .

Mary enters office , crosses to her desk , sits down , rubs her temples , finally looks over at Caroline , a girl in the last of her teens .She rises , starts for Mary 's desk , pills in hand .She breaks off , distracted by the SOUND of the door opening . MR. LOWERY and his oil - lease client , TOM CASSIDY enter the office . Lowery is a pleasant , worried - faced man , big and a trifle pompous . Cassidy is very faced loud and has a lunch - hour load on . He is a gross man , exuding a kind of pitiful vulgarity .Lowery flashes an embarrassed smile at Mary , tries to lead Cassidy toward the private office .Cassidy pauses beside Mary 's desk , hooks a haunch onto the desktop , smiles a wet smile at Mary .Mary glances , can not bring herself to smile or make some remark , continues sorting out the deed copies , tries to ignore the man 's hot - breath closeness .He takes out of his inside pocket , two separate bundles of new $ 100 bills and throws them onto the desk , under Mary 's nose . Caroline 's eyes go wide at the sight of the glorious green bundles of bills , and she comes close to the desk . Cassidy leans terribly close to Mary , flicks through the bills , laughs wickedly .He rises , reels toward Lowery 's office , pauses , turns , speaks to Mary , meaningfully .Lowery starts after him , pauses , turns to Mary . Cassidy has gone into Lower 's office .He starts quickly away when it looks like Cassidy is going to come and pull him bodily into the office . When the men are gone and the door is closed , Caroline picks up a bundle , smiles at it .Mary has put one bundle into a large envelope and takes the other from Caroline . When the bills are away , she puts the filled envelope in her handbag , notices the remaining deed copies on her desk , picks them up , goes to the private office door , knocks , starts to open door as :

He's lunching with the man who's buying the Harris Street property, you know, that oil lease man. so that's why he's late.

Teddy called. Me. And my mother called to see if Teddy called. Oh, and your sister called to say she's going to Tucson to do some buying and she'll be gone the whole weekend and.

Wow! Hot as fresh milk! You girls should get your boss to air - condition you up. He can afford it today.

Mary, will you get those copies of the deed ready for Mr. Cassidy.

Not you, my daughter! A baby, and tomorrow she stands up there and gets her sweet self married away from me!

I want you to look at my baby. Eighteen years old. and she's never had an unhappy day in any one of those years!

I'm buying this house for my baby's wedding present. Forty thousand dollars, cash! Now that ai n't buying happiness, that's buying off unhappiness! That penniless punk she's marryin'.

Suppose we just put this in the safe and then Monday morning when you're feeling good.

Speakin' of feeling good, where's that bottle you said you had in your desk.

I do n't even want it in the office over the weekend. Put it in the safe deposit box, at the bank, Mary. And we'll get him to give us a check on Monday - instead.

You go right home! Me and your boss are going out to get ourselves a little drinkin' done!

Mary opens door , looks in . Cassidy is drinking from a large tumbler , winks at her without pausing in his drinking . Mary remains on threshold a moment , then crosses to the desk , talking as she goes .Mary goes back out into the outer office , closes door .

Mary goes to her desk , takes the handbag , checks to make sure the money - filled envelope is tucked well down into it . During this :She goes to the door .

A double bed in the foreground . We just see the far side as the CAMERA SHOOTS across . Mary enters the scene , clad only in her slip . Perhaps she is about to get into bed . Behind her is an open closet , but too dark inside for us to see any contents . As Mary turns to the closet the CAMERA LOWERS to show a close view of the $ 40,000 in the envelope on our side of the bed . Mary takes a dress from the closet and starts to put it on as the CAMERA RETREATS to reveal a packed but not yet closed suitcase also on the bed . Mary zips up her dress and then brings some final garments from the closet . She comes around to the suitcase and puts them on the top . Mary works with haste and in tension , as if acting on an impulse which might vanish as quickly as it came . The suitcase filled now , she checks around the room , then takes her handbag to the bed , puts in the money - filled envelope , and then slams the suitcase shut . Then filled she looks at her small bedroom desk , goes to it , removes a small file - envelope from one of the drawers . It is one of those brown envelopes in which one keeps important papers and policies and certificates . She checks its contents briefly , puts it on the bed , opens another desk drawer , takes out her bank book , tosses it on the bed . Then she packs both the file - envelope and the bank book , into her handbag , takes one quick last look around the room , picks up the handbag and the suitcase and goes out of the room .

A two - car garage . One car is gone . Mary 's car is parked in the driveway . The CAMERA is low enough so that we can easily read the Arizona number plate in the foreground . Mary comes out of house , starts for the trunk , intending to put the suitcase in , changes her mind , places the suitcase and her handbag on the front seat , gets in , starts the car , begins to back out of driveway .

We are close on Mary 's car , shooting in at her troubled , guilty face . She seems to be driving with that excess care of one who does not wish to be stopped for a minor traffic irregularity . She stops for a red light at a main intersection . FROM MARY 'S VIEWPOINT - -LRB- DAY -RRB- We see Lowery and Cassidy crossing the street , passing right in front of Mary 's car . MARY 'S CAR - -LRB- DAY -RRB- Mary freezes .

Cassidy , glancing into car , sees Mary , lets out a cheery exclamation , elbows Lowery . Lowery turns , sees Mary , smiles pleasantly , pulls Cassidy on . MARY 'S CAR - -LRB- DAY -RRB- Mary watches the entire exchange with a look of stony horror on her face .

Now we look closely at Lowery . As he reaches the curb , a small confusion brightens his face . He remembers that Mary intended to `` spend the weekend in bed . '' He considers , curiously , turns , looks back at her , a slight frown on his face . MARY 'S CAR - -LRB- DAY -RRB- Mary sees the pause and the look .

For a moment it even looks as if Lowery might be meaning to cross back to the car . MARY 'S CAR - -LRB- DAY -RRB- Mary 's tension is unbearable . And at that moment we hear the shrill shriek of the traffic cop 's whistle . Mary zooms the car away .

Mary in car , driving , safely away from town . Her look is less tense now , and more purposeful . After a moment , she checks the fuel gauge , frowns , looks along highway for a gas station . MARY 'S CAR - -LRB- DAY -RRB- Approaching and leaving city limits . MARY - -LRB- DAY -RRB- Looks at gas gauge . C.U. GAS GAUGE - -LRB- DAY -RRB-

We see Mary 's car drive in , come to a stop . There are no other cars about , this being a gas station off the main highway , and the attendant is obviously in the shack . Mary looks worried about having to make this stop , keeps her face turned away from the shack , not wishing it to be seen . No one comes and for a moment Mary considers driving on , as if the emptiness of the station were a warning , an omen that she should listen to . But the gas registers almost empty . She has to blow her horn . A YOUNG MAN comes out of the shack , starts toward her car . At that moment , we HEAR the RINGING of the TELEPHONE in the shack . The Attendant walks a few steps further , toward Mary 's car , then decides to go back and answer the phone . The phone 's insistent ringing unnerves Mary . She starts her car , zooms off . We see the Attendant , phone in hand , in the doorway of shack . He looks after the departing car with little or no expression . CAR The car grows smaller as it races up the road . The sun is setting . There is something vaguely ominous about the darkening sky into which the car seems to be disappearing . MARY IN CAR - -LRB- NIGHT -RRB- The oncoming headlights hurt Mary 's eyes . She is getting sleepy and her vision is blurring . Her eyes close , involuntarily , snap open again . She stretches than wide , as if forcing them to stay open . The oncoming lights seem to glare to a point beyond endurance . She murmurs `` Sam - Sam . ''

We see Mary 's car , dim in the early dawn , tilted on the soft shoulder of the road , looking somehow sad and pathetic , like a child 's thrown - away toy . And from this angle it would appear that the car is empty . After a moment , during which there are no other vehicles passing , we see , coming from the far distance , a HIGHWAY PATROLMAN in a patrol car . He passes Mary 's car , notes its apparent emptiness , U - turns , comes back up behind the car . He gets out and approaches the driver 's side window .

Mary turns with a start , sits up , is startled and unnerved by the sight of the Patrolman , and , as if by automatic reflex , turns the ignition and presses down on the starter .

The Patrolman holds up his hand .Mary slams down on the brake , tries to pull herself together . The Patrolman raps again , less gently . Reluctantly , Mary rolls down the window . The Patrolman studies her for a moment .Mary seems about to object , thinks better of it , turns off the ignition .Mary starts the car , her face turned as if she wishes the matter were all settled and the Patrolman had already gone . The Patrolman is n't exactly one of those civil servants who demands a thank - you , but he does feel her manner is a bit too abrupt . He calls :The Patrolman gazes at her a moment , then :Mary pulls her handbag up from the floor , where she 'd placed it when she stretched out for sleep . She puts her hand in it , rummages for her wallet , can not find it . The Patrolman is staring at her . She glances at him nervously , pokes in her bag a bit more , sighs , realizes she 'll have to remove some of its contents . Nervously , badly controlling her fear , she takes out the money - filled envelope , and then the important papers envelope , filled then a couple of other items , places them on the seat , finally finds her wallet , opens it , hands it to him . He looks at the wallet , then at the car .

There are plenty of motels in this area. You should have. I mean, just to be safe.

In the course of my duty, I never `` take up'' anyone's time, whether it's to give a warning, or a ticket, or help! Believe that, M'am.

Now if you woke up on the wrong side of. the car seat, that's one thing. But when you act as if I've just placed you under arrest.

The Patrolman walks around to the front of the car , checks the license plate , and returns .

The Patrolman peers in , checks the car registration on the steering wheel , returns Mary 's wallet . She takes it , looks at him for a flicker of a moment . He says nothing . She starts ahead , fast .

The Patrolman stares after Mary as she drives off , then starts back to his automobile . MARY IN CAR - -LRB- DAWN -RRB- She is quite shaken , realizes she caused herself a great deal of trouble and placed herself in unnecessary danger . She is disturbed and angry and frightened at her inability to act normally under the pressure of guilt . As she drives , she glances into her rear - view mirror . MARY 'S REAR - VIEW MIRROR - -LRB- DAWN -RRB- The Patrolman is following in his automobile , keeping behind her at a matched speed . MARY IN CAR - -LRB- DAWN -RRB- She glances out at her surroundings . MARY 'S POV - -LRB- DAWN -RRB- The Freeway ahead .

She suddenly turns off the highway . MARY IN CAR - -LRB- DAWN -RRB- She checks her mirror . MARY 'S REAR - VIEW MIRROR - -LRB- DAWN -RRB- The Patrolman is no longer following , has not turned off after her . MARY IN CAR - -LRB- DAWN -RRB- She breathes a sigh of relief , thinks a moment , makes a quick decision .

The big sign reads `` California Charlie - Automobile Paradise . '' We see Mary 's car drive onto the lot and stop . Mary gets out of the car , glances toward the lot office , turns her attention to the line of cars , notice the California licence plates on all of them . The CAR DEALER calls out from his office :Mary nods , starts walking along the line of cars as if making a selection . Her eye is caught by the iron newspaper stand on the corner , just outside the lot . She stares at the papers , turns away , as if what she is fearing would have to be impossible , then , having to satisfy herself , goes to the stand , drops a dime in the iron slot , picks up a LOS ANGELES newspaper , starts back into the car lot as she glances worried at the front page . As she goes , we see , coming up the street toward the lot , the same PATROLMAN . He sees Mary , slows , swerves over to the opposite side of the street , stops by the curb . Mary , engrossed in the newspaper , and walking back ease the lot , does not see the Patrolman . The car dealer is out on the lot now , standing and waiting for Mary . As she approaches , lost in her newspaper , he smiles .She stops suddenly , almost with a gasp . She has seen the Patrolman . THE PATROLMAN - MARY 'S POV - -LRB- DAY -RRB- He is staring over at her , his face dispassionate .

There's an old saying, `` First customer of the day is always the most trouble!'' But like I said, I'm in no mood for it so I'm just going to treat you so fair and square you wo n't have one human reason to give me.

You can do anything you've a mind to. and bein' a woman, you will!

Well, suppose you look around for something that strikes your eyes and meanwhile I'll have my mechanic give yours the once over and. want some coffee? I was just about.

One thing people never ought to be when they're buying a used car is in a hurry!

But like I said, too nice a day for arguing. I'll just shoot this into the garage.

Go ahead! Spin it around the block. Now I know you do n't know anything about engine condition, but you can feel, ca n't you. and it's all in the feel, believe me, you feel that one around the block.

You mean you do n't want the usual day and a half to think it over?

Well. heck, this is the first time I ever saw the customer high - pressure the salesman!

I take it. you can prove that car's yours. I mean, out of state and all. got your pink slip and your.

Mary starts for the building, glancing once in the direction of the Patrolman.

I think you'd better give it a trial spin. Do n't want any bad word of mouth about California Charlie.

I'll be perfectly honest with you, Ma'am. It's not that I do n't trust you, but.

No, M'am. I was only about to say, I've sent my mechanic out to give your car a little test. that's all.

Mary has to force herself to look away .He starts into Mary 's car . She looks at him , in near panic , wanting to skip the whole thing . Torn , wondering if the presence of the Patrolman does n't negate the value of changing cars , wondering how she can get away , wondering if she 'll be followed , or if the Patrolman will go away if she does stay here . All these panic - fears rush her mind and she can do nothing . The Car Dealer has driven her car into the garage . She stands in the middle of the lot , feeling like a shooting target . She looks toward the garage . THE GARAGE - MARY 'S POV - -LRB- DAY -RRB- Mary 's car is in it .

Mary decides she can not back out now without arousing further suspicion , is compelled to look again at the Patrolman . THE PATROLMAN - MARY 'S POV - -LRB- DAY -RRB- He still watches . With a self - angry sigh of resignment , she goes to a close car , looks at it . The Car Dealer is returning .As the car dealer looks at her in amazement , she reaches into her bag , feels the money - filled envelope , pauses .THE PATROLMAN - MARY 'S POV - -LRB- DAY -RRB- He still sits , his motor throbbing , his face quiet .

Mary enters , locks door , takes envelope out of her handbag , extracts one bundle of bills from the envelope , counts off five , puts the bundle back into the envelope and the envelope back into the bag . Then she remembers , takes out the important papers envelope , goes through it , finds several papers having to do with her car , takes them all out , puts back the envelope , starts out of the ladies Room .

The Car Dealer has moved the car of her choice out of the line . It stands in the clearing .He starts toward the office building . Mary follows , closely , anxiously . She glances , sees : THE PATROLMAN - MARY 'S POV - -LRB- DAY -RRB- He is still at the far curb .

The Car Dealer goes into his office . Mary follows . THE PATROLMAN - -LRB- DAY -RRB- A second later , he starts his automobile , checks traffic , comes across the street , slowly , and drives onto the lot . He pauses a moment , then drives across the lot , passing the office , going on to the other exit , stops there as Mary 's car is driven back onto the lot . The MECHANIC stops Mary 's car , hops out , waves to the Patrolman . The Patrolman waves back , goes on a bit until he is behind Mary 's car , stops again , looks over at the office . In a moment , Mary comes out , hurries across to her new car , gets in , starts the motor . The Mechanic yells :Mary pauses , turns , sees the Patrolman , then the Mechanic . Her face goes white . She does n't know which man called her . Then the Mechanic waves , starts forward with her suitcase .The Mechanic smiles , throws the suitcase in . Mary zooms off . As she drives out of lot we see the Mechanic , the Car Dealer and the Patrolman all looking after her . MARY IN NEW CAR ON ROUTE Mary is driving tensely . She checks the rear - view mirror , is more shocked than pleased when she sees . MARY 'S REAR - VIEW MIRROR No sign of the Patrolman . MARY IN NEW CAR ON ROUTE She turns her face , looks out at the highway . ROUTE 99 - MARY 'S POV It is heavy with traffic . MARY IN NEW CAR ON ROUTE Again she checks the mirror and although . MARY 'S REAR - VIEW MIRROR There is still no sign of the Patrolman . MARY IN NEW CAR ON ROUTE She can not relax or feel safe , can not convince herself that nothing will come of the man 's watching and suspicions . CAMERA IS CLOSE on Mary 's face now , recording her anxiety , her fears . Her guilt shines bright in her eyes and she is a person unaccustomed to containing this much guilt in this realistic a situation . Suddenly , we hear the SOUND of the Used Car Dealer 's laugh , hear it as clearly as Mary hears it in her imagination . The `` imagined voice '' we hear is actually the voice of the Car Dealer :Mary blinks , shakes her head , as if trying to shake away these voices of her imagination . She checks the rear - view mirror . MARY 'S REAR - VIEW MIRROR Still no sight of the Patrolman . MARY IN NEW CAR She tries to force herself to relax , almost succeeds when she is sprung to tension again by .

Heck, Officer, that was the first time I ever saw the Customer high - pressure the Salesman! Somebody chasing her?

The sight of a police car . As she drives past , we hear the squeaky , unintelligible voice coming over the car radio . Mary zooms down on the gas , whizzes ahead .

Mary 's car dashing along . MARY IN NEW CAR Mary looks weary , tired with strain and with hard driving . Her eyes are heavy with worry and deep thought . OUT THE WINDSHIELD We can see that it is much later in the day , almost dusk . MARY IN NEW CAR We HEAR the sound of an agitated BUZZ of an intercom system , a sound emanating from Mary 's imagination . After the second BUZZ , we HEAR the voice of Caroline .Again Mary shakes her head , forces herself to stop hearing these `` invented '' scenes of her imagination .

No, Mr. Lowery. but then she's always a bit late on Monday mornings.

I called her sister, Mr. Lowery, where she works, the Music Makers Music Store, you know? And she does n't know where Mary is any more than we do.

You better run out to the house. She may be. unable to answer the phone.

No! I have n't the faintest idea. As I said, I last saw your sister when she left this office on Friday. she said she did n't feel well and wanted to leave early and I said she could. And that was the last I saw.

After all, Cassidy, I told you. all that cash. I'm not taking the responsibility. Oh, for heaven's sake, a girl works for you for ten years, you trust her! All right, yes, you better come over.

Hold on, Cassidy. I still ca n't believe. it must be some kind of a mystery. I ca n't.

Now we cut to the view of the road , from Mary 's viewpoint . Darkness of evening is coming . In the dim twilight we see the neon sign of roadside restaurants and gas stations beginning to blaze on .

Back on Mary 's face , and after a moment , the imagined voices again :A flush of painful guilt and regret rises up in Mary 's face . She closes her eyes for one tight swift moment .

We cut again to the highway . The first oncoming headlights slash at the windshield .

Cutting back to Mary , we can sense by the tense muscles of her face that she is driving faster . The oncoming headlights blurt at her . Suddenly we HEAR Lowery 's voice , loud now and frightened , as if the anxiety in the man 's voice was strong enough to break through Mary 's effort to keep her mind silent and her imagination blank .

Fast cut back to Mary 's face . Oncoming headlights throw a blinding light across her features .A look of revulsion makes Mary close her eyes . THROUGH THE WINDSHIELD AGAIN Big drops of rain begin to appear . CLOSEUP - MARY She is becoming aware of the rain starting . THROUGH THE WINDSHIELD The rain increasing and backlit by the oncoming headlights . CLOSEUP - MARY Mary starts the windshield wipers . THROUGH THE WINDSHIELD The wipers are having a battle with the now torrential rain . CLOSEUP - MARY Peering through the blurred windshield . CLOSEUP - THE CAR WHEELS slowing down in the flooding highway . CLOSEUP - MARY peering through the windshield . The oncoming lights are fewer . CLOSEUP - THE CAR WHEELS almost coming to a slow turn . THROUGH THE WINDSHIELD just blackness and rain . CLOSEUP - MARY peering . MARY 'S VIEWPOINT An almost undiscernible light in the far distance , a neon sign blurred by the rain - sheeted windshield . MARY 'S CAR She presses down , forces the car to move on through the flooded road .

Well I ai n't about to kiss off forty thousand dollars! I'll get it back and if any of it's missin' I'll replace it with her fine soft flesh! I'll track her, never you doubt it!

You checked with the bank, no? They never laid eyes on her, no? You still trustin'? Hot creepers, she sat there while I dumped it out. hardly even looked at it, plannin' and. and even flirtin' with me!

As we move closer , we see the neon sign more clearly and can faintly make out the large letters which read `` Motel . '' Mary stops the car , lowers the window slightly , looks out . We see the sign clearly now : `` BATES MOTEL . '' Mary opens the car door and dashes out into the rain and up onto the porch of the motel office .

Mary pauses on the porch . The lights are on within the office . She tries door , finds it open , goes into office . CAMERA FOLLOWS her into office . There is no one present . Mary goes to the desk , rings a small pushbell . There is no response . Mary rubs her forehead in weariness and frustration , goes back out onto the porch . She looks off in another direction , slightly behind the office , and sees . MARY 'S VIEWPOINT - A LARGE OLD HOUSE - -LRB- NIGHT -RRB- A path from the motel office leads directly up to this house . There is a light on in one of the upstairs rooms . A WOMAN passes the window , pauses , peers out . We see her in clear silhouette . She quickly goes away from the window .

Mary , having seen the woman , expects now that she will get some attention . She stands a few moments , waiting . No one comes . Impatience and anger rise in Mary . She dashes out into the rain , to her car , gets in , opens the side window , begins to honk the horn . After a moment , a YOUNG MAN open the front door of the house , pauses , starts down the path . After a few steps , he turns and runs back into the house . Mary leaves her car , starts a dash for the shelter of the porch . As she runs , we see that the Young Man has gone back only to get an umbrella . Seeing that Mary is on her way to the porch , he runs quickly , the umbrella unopened in his hand . He gets to the porch a moment after Mary has reached it . He stops short , looks at her , then at the umbrella hanging useless in his hand , then back to her . There is something sadly touching in his manner , in his look . Mary 's impatience goes and she smiles and this makes him almost smile . He gestures her into the office , standing back to indicate that he will go after her . She goes into the office .

The Young Man follows Mary in , closes the door . He is NORMAN BATES , somewhere in his late twenties , thin and tall , soft - spoken and hesitant .He is behind the counter now , pushing forward the registration book .Mary has placed her handbag on the counter . She takes the registration book , picks up the pen , is suddenly struck with the realization that she 'd better use an alias . She writes the name Marie Samuels .She realizes he did n't ask her to tell him , merely to write it down . She smiles , writes Los Angeles beside the false name . Norman smiles , stops smiling out of embarrassment .CLOSEUP - NORMAN He removes a key for Cabin One . We see that there is a remaining key on the board . TWO SHOT - MARY AND NORMANHe goes to door , opens it . The rain has slowed down considerably . He smiles at this fact , as if to communicate some pleasure he finds in it . Mary follows him to the door , goes out on the porch , waits and watches as Norman runs to her car , gets in , drives it to the parking space in front of Cabin One . Mary walks along the porch , waits before the door of Cabin One . Norman gets out of car , with suitcase , runs to the door , opens it , pushes the door open , puts his hand in and switches on a light . Mary goes into the cabin . Norman follows her .

But it's no good dwelling on our losses, is it. We go right ahead lighting signs and following the formalities. Would you sign, please.

Cabin One. It's closer in case you want anything. right next to the office.

There's a big diner about ten miles on up. just outside Fairvale.

Well. the mattress is soft and there're hangers in the closet and. stationary with `` Bates' Motel'' printed on it in case you want to make your friends back home envious. and. the. over there.

I'll be in the office if you want anything. just tap on the wall.

There's no name for it. But it's something that, that puts a person at ease.

You're not going to go out again and drive up to that diner, are you?

Will you have supper here? I was just about to, myself. nothing more than some sandwiches and a lot of milk, but I'd like it if you'd come up to the house and. I do n't set a fancy table but. the kitchen's awful homey.

All right, you get your dresses hanging out and. change those wet shoes, and I'll come for you soon as it's ready.

. what is the phrase. `` she is n't herself today''. I think that's it.

. to officious, even for me. I have the parlor behind this. if you'd like.

Not really. I hear that expression, that one eats `` like a bird,'' is really a falsie, I mean a falsity, because birds eat a tremendous lot.

Oh, I do n't know anything about birds. My hobby is stuffing things. taxidermy. And I guess I'd just rather stuff birds because. well, I hate the look of beasts when they're stuffed, foxes and chimps and all. some people even stuff dogs and cats. but I ca n't. I think only birds look well stuffed because they're rather. passive, to begin with. most of them.

It's not as expensive as you'd think. Cheap, really. Needles, thread, sawdust. the chemicals are all that cost anything.

It's more than a hobby. sometimes. a hobby is supposed to pass the time, not fill it.

I run the office, tend the cabins and grounds, do little chores for mother. the ones she allows I might be capable of doing.

You know what I think? I think we're all in our private traps, clamped in them, and none of us can ever climb out. We scratch and claw. but only at the air, only at each other, and for all of it, we never budge an inch.

Sometimes when she talks that way to me I'd like to. curse her out and leave her forever!

She had to raise me all by herself after my dad died. I was only five. and it must have been a strain. Oh, she did n't have to go out to work or anything, Dad left us with a little something. anyway, a few years ago. Mother met a man. He talked her into building this motel. We could have talked her into anything. and when. Well. It was just too much for her when he died, too. And the way he died. Oh, it's nothing to talk about when you're eating.

Anyway, it was too much of a loss for my mother. she had nothing left.

It's too late for me. And besides. who'd look after her? She'd be alone up there, the fire would go out. damp and cold, like a grave. When you love someone, you do n't do that to them, even if you hate them. Oh, I do n't hate her. I hate. what she's become. I hate. the illness.

An Institution? A madhouse? People always call a madhouse `` someplace.''

What do you mean about caring? Have you ever seen one of those places? Inside? Laughing and tears and cruel eyes studying you. and my mother there? Why? has she harmed you? She's as harmless as. one of these stuffed birds.

Well? You meant well? People always mean well, they cluck their thick tongues and shake their heads and suggest so very delicately that.

I've suggested it myself. But I hate to even think such a thing. She needs me. and it is n't.

. it is n't as if she were a maniac, a raving thing. it's just that. sometimes she goes a little mad. We all go a little mad sometimes. Have n't you?

Alright. I'll see you in the morning. I'll bring you breakfast. What time will you.

I do n't really forget the sign, it just does n't seem. any use.

No trouble. Today's linen day. I change all the beds once a week, whether they've been used or not. dampness. I hate the smell of dampness.

Oh. I thought. you said you'd been to so many in two days. What was it you wanted to ask?

I did n't think the police went searching for people who were n't in trouble.

I do n't even bother with guests registering any more. I mean, little by little, you drop the formalities.

I should n't even bother to change the linen. I guess habits die hard. Which reminds me.

I did n't lie to you. I just have trouble keeping track of. time.

It was raining and her hair did n't look like that. damped out, I guess.

She arrived kind of late, wet and hungry and she was very tired and went right to bed and left early.

She was tired. She said she had a long drive ahead of her, in the morning. Yes, now I'm remembering very clearly because I'm picturing. When you make a picture of the moment in your mind, you can remember every detail. She was sitting back there, no she was standing up, with some sandwich still in her hand, and she said she had to drive a long way.

Oh. My private parlor. She had an awful hunger. so I made her some supper. And then she went to bed and left in the morning. I did n't even see her leave.

Why should she? I'm sorry, I have work to do, Mr. if you do n't mind.

I do n't know what you expect me to know about. people come and go.

Look, if you wo n't believe me, go ahead. You can help me make beds if you like.

She's. ill. Confined to her room. It's practically living alone.

I'm not a fool! And I'm not capable of being fooled! Not even by women!

No! Just no! I have one of those breaking points like any other man, believe it or not, and I'm near it. There's just so much pushing I can take and I think.

This place! This is n't' a place.' It's my only world. I grew up in that house back there. I was a happy child. My mother and I. we were more than happy.

Norman places suitcase on bed , goes to the window , opens it .He pauses at the door , gazes at her . She smiles .Mary closes the door , goes to suitcase , opens it , starts to take out a dress . Her handbag is next to the suitcase . She glances down into it , pauses , drops the dress , reaches into the handbag , takes out the money - filled envelope , stares at it , almost with regret , filled contemplates hiding it , decides to , starts looking for a reasonable hiding place . She looks about , at the closet , the drawers etc. , realizes all such places are obvious . Catching sight of the newspaper in her bag , she hits on a solution . She opens the newspaper , places the envelope within it , lock - folds the paper again and then places it on the bedside table as if it were there for later reading . She considers this for a moment , accepts it , goes to her suitcase to start unpacking . Suddenly the quiet is shattered by the shrill , ugly sound of a woman 's voice , raised in anger .Mary walks slowly to the window , realizing that the terrible voice is coming from the house behind the cabins . CAMERA FOLLOWS her to window and once there we see the light is still on in the upstairs bedroom and the voice is coming from that room . The rain has stopped and the moon is out .There is the SOUND of a door closing in that room up there . Mary has stood by the window , listening with mounting distress and concern and sympathy . She turns her face away now , gazes sadly at the little empty room . In a moment there is the SOUND of the house 's front door slamming shut . Mary turns , looks out the window . FROM MARY 'S VIEWPOINT - -LRB- NIGHT -RRB- We see Norman coming down the path , carrying a napkin - covered tray .

. by candlelight, I suppose, in the cheap erotic fashion of young men with cheap, erotic minds!

As if men do n't desire strangers, as if. oh, I refuse to speak of disgusting things because they disgust me! You understand, Boy?

Go on, go tell her she'll not be appeasing her ugly appetite with my food. or my son! Or do I have to tell her, cause you do n't have the guts? Huh, boy? You have the guts, boy?

They'll come now, Mother. He came after the girl and now someone will come after him! How long do you think you can go on. Mother, please, just for a few days, just so they wo n't find you!

Mary looks at him for a moment , then turns quickly , goes to the door , opens it and goes out onto the porch .

Mary pauses outside the door , is about to start forward when Norman comes round the building and walks along the porch , past the office , stopping only when he is close to her . He stares with painful embarrassment at the knowing look in her eye .Norman flinches , realizing she has heard his mother 's reference to Mary 's appetite .She begins to back into her room . Norman starts to follow , hesitates as he sees the total picture of an attractive young woman and a motel room . Bringing down the tray of food , in defiance of his mother 's orders , is about the limit of his defiance for one day . He can not go into Mary 's room .Without waiting for approval or disapproval , he turns , hurries to the office . Mary looks after him , her face showing amused sympathy , then follows .

Norman looks about , tray in hand , sees there is no reasonable place to spread out a supper . He turns , sees Mary standing in the doorway .Mary nods . Norman walks on , behind the counter and into the darkened parlor . Mary follows .

In the darkened room , lit only by the light from the office spilling in , we see Norman placing the tray on a table . Mary comes to the doorway , pauses . Norman straightens up , goes to lamp , turns on the light . Mary is startled by the room . Even in the dimness of one lamp , the strange , extraordinary nature of the room rushes up at one . It is a room of birds . Stuffed birds , all over the room , on every available surface , one even clinging to the old fashioned fringed shade of the lamp . The birds are of many varieties , beautiful , grand , horrible , preying . Mary stares in awe and a certain fascinated horror . CLOSE UP - THE VARIOUS BIRDS TWO SHOT - MARY AND NORMANAs Norman goes about spreading out the bread and ham and pouring the milk , we follow Mary across the room . She studies the birds as she walks , briefly examines a bookcase stacked with books on the subject of `` Taxidermy . '' CLOSE UP - THE BOOKS ON TAXIDERMY MED . CLOSE SHOT - MARY She notices , too , the paintings on the wall ; nudes , primarily , and many with a vaguely religious overtone . Finally Mary reaches the sofa , sits down , looks at the spread .Mary begins to eat , her attitude a bit tense . She takes up a small slice of ham , bites off a tiny bite , nibbles at it in the manner of one disturbed and preoccupied . Norman gazes at her , at the tiny bite she has taken , smiles and then laughs .He trails off , his exuberance failing in the rushing return of his natural hesitancy and discomfort . Mary looks at him , with some compression , smiles .She hesitates . Norman turns , slowly , looking at her with a striking coldness .The fury suddenly dies , abruptly and completely , and he sinks back into his chair . There is a brief silence . Mary watches the troubled man , is almost physically pained by his anguish .She goes out of the parlor . We see her , from Norman 's viewpoint , as she crosses the small office , goes out into the night . Norman turns and looks at the table , and we see his face now . It is bright with that drunken - like look of determination and encouragement and like resolve . He starts to clean up the table , pauses as he hears the closing of Mary 's door in the cabin next door . He holds still , listens . He goes into the office and looks at the book . C.U. - THE NAME `` SAMUELS '' M.S. - NORMAN He goes back into the parlor with a mystified expression . The sound of Mary moving about her room come over , soft SOUNDS , somehow intimate in the night quiet . Norman turns his ear from the direction of the SOUNDS , seems to be fighting an impulse to listen , or more than listen . But slowly , he is forced to surrender to the impulse and , resisting himself , he goes to the wall , presses the side of his head against it . The SOUNDS come louder , as if we too had our ear pressed against the wall . Now Norman looks at a picture hanging on the far end of the wall he is leaning against . Slowly he starts toward it . He reaches it , touches it , reluctantly lifts the small frame off the wall . A tiny circle of light hits Norman 's face , coming from the hole in the wall behind the picture . This end of the room is very dim and thus we are able to see clearly the light striking Norman 's face . We move close to Norman , extremely close , until his profile fills the screen . The tiny spot of light hits his eye . See the small hole through which the light comes . Norman peeps through . NORMAN 'S VIEWPOINT Through the hole we look into Mary 's cabin , see Mary undressing . She is in her bra and halfslip . She stoops over a bit , places her hands behind her upper back , begins to unhook her bra . NORMAN - ECU He watches as Mary removes her bra . We see his eye run up and down the unseen figure of Mary . NORMAN 'S VIEWPOINT Mary , just slipping into a robe , covering her complete nudity . NORMAN He turns from the hole , faces us for a moment , continues turning until he can look out the small parlor window . We see , as he sees . THE HOUSE IN THE BACKGROUND NORMAN He turns his face away , quickly , resentfully . In his face we see anger and anguish . And then resolve . Quickly , precisely , he rehangs the picture over the hole in the wall , turns , starts out of the parlor . We see him go through the office and out onto the porch , not even bothering to close the door behind him .

Norman walking along the porch , in the direction of the big house . Once on the path he pauses , looks up at the light in the bedroom window , then pulls himself up , squares his shoulders , strides manfully up the path . CAMERA follows behind him . He opens the door of the house , enters . We see him pause at the foot of the stairway , look up at the bedroom door just at the head of the stair . He holds for a moment , and then his resolve and courage evaporates . His shoulders slump , sadly , mournfully . He by - passes the stairs and slowly makes his way to the kitchen . At the far end of the hall . He enters the kitchen , drops wearily into a chair . After a moment , he stretches out a leg and gently pushes the kitchen door closed .

Mary is seated at the small desk , engrossed in figuring in a small notebook . We see from these figures a calculation which indicates her intention to make a restitution of the money she has used of the forty thousand dollars . We see , too , her bankbook . The paper reads thus : top figure , 40,000 ; directly beneath it 500 , the amount used for the new car ; total after subtraction , 39,500 . In another spot we see a figure which matches the balance in her bankbook ; 624.00 . Beneath this is the figure 500 , and the amount after subtraction , 124.00 . She studies the figures , sighs , not wearily but with a certain satisfaction , with the pleasure that comes when one knows that at any cost one is going to continue doing the right thing . After a moment she tears the page out of the notebook and , rising , begins to rip it into small pieces . She goes into the bathroom , drops the pieces into the toilet bowl , flushes the toilet . Then she drops her robe and steps into the tub and turns the shower on .

Over the bar on which hangs the shower curtain , we can see the bathroom door , not entirely closed . For a moment we watch Mary as she washes and soaps herself . There is still a small worry in her eyes , but generally she looks somewhat relieved . Now we see the bathroom door being pushed slowly open . The noise of the shower drowns out any sound . The door is then slowly and carefully closed . And we see the shadow of a woman fall across the shower curtain . Mary 's back is turned to the curtain . The white brightness of the bathroom is almost blinding . Suddenly we see the hand reach up , grasp the shower curtain , rip it aside . MARY - ECU As she turns in response to the feel and SOUND of the shower curtain being torn aside . A look of pure horror erupts in her face . A low terrible groan begins to rise up out of her throat . A hand comes into the shot . The hand holds an enormous bread knife . The flint of the blade shatters the screen to an almost total , silver blankness . THE SLASHING An impression of a knife slashing , as if tearing at the very screen , ripping the film . Over it the brief gulps of screaming . And then silence . And then the dreadful thump as Mary 's body falls in the tub . REVERSE ANGLE The blank whiteness , the blur of the shower water , the hand pulling the shower curtain back . We catch one flicker of a glimpse of the murderer . A woman , her face contorted with madness , her head wild with hair , as if she were wearing a fright - wig . And then we see only the curtain , closed across the tub , and hear the rush of the shower water . Above the shower - bar we see the bathroom door open again and after a moment we HEAR the SOUND of the front door slamming . THE DEAD BODY Lying half in , half out of the tub , the head tumbled over , touching the floor , the hair wet , one eye wide open as if popped , one arm lying limp and wet along the tile floor . Coming down the side of the tub , running thick and dark along the porcelain , we see many small threads of blood . CAMERA FOLLOWS away from the body , travels slowly across the bathroom , past the toilet , out into the bedroom . As CAMERA approaches the bed , we see the folded newspaper as Mary placed it on the bedside table . CLOSE UP - THE NEWSPAPER beside the bed . The CAMERA now moves away over to the window and looks up to the house , and as it gets there we HEAR , coming from within the house , the SOUND of Norman 's fearful , shocked voice .We can not entirely distinguish these exclamations . After a moment or two of silence , Norman emerges from the front door , dashes down the path toward the motel .

Norman is coming AT CAMERA , running head - on . He dashes into an extreme close up and we see the terror and fear ripe in his face . CAMERA PANS as Norman races past , holds as Norman runs to the porch and quickly along it and directly to Mary 's room .

Norman pauses a moment in the doorway , glances about the room , hears the shower going , sees the bathroom door is open . He goes to the bathroom , looks in , sees the body . Slowly , almost carefully , he raises his hands to his face , covers his eyes , turns his face away . Then he crosses to the window , looks out at the house . Shot is so angled that we see the bedside table with the newspaper on it . After a moment , Norman moves from the window , sinks onto the edge of the bed . FRESH ANGLE - BEHIND NORMAN Norman sitting on bed , the bathroom in b.g. of shot . We can see only the hand of the dead girl , lying along the tile floor . Norman presses his eyes , fights to find a way out of his dilemma . Slowly , a kind of settling comes upon him , the peace that comes with decision . Norman rises , goes to the window , looks out , and then , with resolution , closes the window and draws the curtain across it . Then he crosses to the front window , facing the porch , and draws those curtains closed . Then he switches off the bedroom light , leaving the room lit only by the spill from the bathroom . He opens the front door , goes out .

Norman comes out of Mary 's cabin , closes the door carefully behind him , goes along the porch to his office , goes in . We stay outside . Immediately , the `` Vacancy '' sign goes off , and then the motel sign goes off . As CAMERA GOES closer to the office , the lights within go off and we HEAR a closet door opening and then the SOUND of a pail being picked up . Norman comes out of office , closes door , looks cautiously about , goes along porch , carrying pail with mop in it , goes into Mary 's cabin , closing the door after him .

With the paper in the foreground , Norman enters . We can see him in the dim spill of light . He pauses by the door , then gathers his strength and goes into the bathroom . We HEAR him set the pail on the tiled floor , and then we HEAR the shower being turned off . And there is total silence . CAMERA MOVES FORWARD so that we can see into bathroom . CAMERA is ANGLED that we see Norman only from the waist up . Quickly and deftly he unhooks the shower curtain , emerges with it into the bedroom . CAMERA PANS down and we see him spread the shower curtain on the bedroom floor , just outside the bathroom door . He spreads the curtain so that one end of it comes up against the bathroom threshold and slightly over and onto the tile floor . Again he goes into the bathroom and CAMERA TILTS up so that we see only the upper half of Norman . He works carefully , with his arms extended away from his body , slowly pulls the dead body out of the tub , drags it across the tile floor and onto the spread - out shower curtain in the bedroom . Having arranged the body , he straightens up , examines his hands , sees bloodstains on them . He returns to the bathroom , goes to the hand - basin . CLOSE SHOT We see his hands being washed , see the bloodstains being diluted and washed away by the gush of the faucet water . NORMAN We see Norman shake his hands free of the water , then turn to the job of cleaning the bathroom . He places the pail in the tub , runs water into it , dips the mop in , swabs the tile floor . With a towel he wipes off the wall over the tub and the edges and sides of the tub and even the shower curtain rod . Then he takes a second towel and goes over the cleaned areas , carefully drying them . Finally he rinses and squeezes out the mop , empties the pail , cleans out the tub , and goes out into the bedroom .

Norman steps carefully around the unseen body , crosses to the desk , starts going through Mary 's handbag , in search of her car keys . He suddenly notices them lying on the desk , where he 'd thrown them after parking her car . He picks up the keys , crosses the room , goes out .

We see Norman pauses at the door , check cautiously , then hurry across the porch and into Mary 's car . He circle - turns the car , so that its trunk is backed up to the turns porch , directly opposite Mary 's door , as close as it can go . Then he alights , goes to the trunk , opens it with the key and , leaving the trunk lid raised , goes back into the cabin .

From a raised angle , we see Norman bend down and begin to wrap the shower curtain around the body . We see the edges of the curtain as they are raised and laid down again . Then he picks up the wrapped body , crosses to the door , uses his foot to pull the door open , and , leaving the door open behind him , goes quickly across the porch and gently lays the body in the trunk . He closes the lid then , but does not lock it . He comes back into the cabin , closes the door completely , flicks on the light . Again the newspaper is in the foreground . For a moment he pauses , closes his eyes against the realization of what he is doing , then quickly pushes all thoughts away , continues with his work . With the room lighted , he now proceeds to gather up all Mary 's articles and toss them into the suitcase . He checks all drawers and the closet , gets down and checks under bed and bureau , goes into the bathroom , checks that room again , comes back into the bedroom , looks about carefully , spots Mary 's handbag , throws even that into the suitcase , is finally satisfied that all traces of the girl are gone from the room . Then he closes Mary 's suitcase , picks it up . With his free hand he picks up the pail , in which are the mop and the used towels . He crosses to the door , switches off the light with his shoulder , pulls open the door , starts out .

As Norman stands in the doorway , he is suddenly and blindingly lit by the bright headlights of a passing car . The flash of the lights and the SOUND of the SPEEDING CAR are over in a flicker of a moment , but it takes a few seconds for Norman to regain his former tense composure . Then he goes to the car trunk , raises it with his foot , throws the suitcase and the pail into it , slams it shut . He pauses a moment , then realizes he has left the bathroom light on in Mary 's cabin . He returns to cabin . As he enters , his eye is caught by the newspaper on the bedside table . He goes to it , takes the newspaper , and looks once again into the bathroom . His glance goes right over the toilet bowl . He turns out the lights , crosses the darkened cabin , goes out onto the porch . He reopens the trunk , tosses in the newspaper and closes it . He goes around and jumps into the car and starts away . We HOLD on the trunk , follow it for a while , then

The car pulls away from a CLOSE ANGLE on the trunk and as CAMERA HOLDS we see that we are now in a swamp area . It is quiet except for the irritating noises of night insects . Norman stops the car at the very edge of the swamp , turns off the lights , gets out , leaving door open . He looks at the swamp , seems doubtful of its ability to swallow up the car , realizes he has no choice . He leans into the car , releases the emergency brake , starts to push . The front of the car begins to roll into the swamp . Suddenly there is the LOW , THROBBING SOUND of a motor . Norman freezes , listens . The SOUND grows louder and Norman realizes it is an airplane flying overhead . The car is rolling quickly now . Norman jumps away , slams the door shut , stands tense . The SOUND of the plane overhead grows louder . Norman looks up . NORMAN 'S VIEWPOINT - THE BLACK SKY We see no plane . The SOUND of the motor is beginning to diminish . NORMAN We see the relief in his face . He looks at the car . More than two - thirds of it have already sunk into the swamp . The trunk alone seems to hold poised above the sand and slime , as if refusing to go the rest of the way . Norman begins to panic , he steps dangerously close , pushes with his foot . And slowly the car sinks , until finally it is gone and we hear only the gentle plop of the swamp 's final gulp , and see only the small after - bubble , like a visual burp . Norman waits a moment , then begins stamping out the tire marks , so obvious in the wet ground around the swamp . He stamps and drags his feet over the markings as we : CLOSE UP NORMAN standing on the porch of the motel , leaning against a post . He is staring out into the night , a look of guarded , casual innocence on his face , as if he were taking one last moment of peaceful night air before retiring . Then he glances down and CAMERA follows his gaze . A hose is lying on the ground outside Mary 's cabin , its stream of water obliterating the tire marks . After a moment , Norman 's hand comes into shot , picks up hose , places it in a new position . As CAMERA PULLS BACK , we see that the water from the hose has erased and rearranged the road markings so that it would be impossible to tell that a car had been parked here . After a short wait , Norman goes to the hose - faucet , turns it off , unscrews the hose . As he rolls the hose , he walks away from the spot , past the office , heading for the path that leads to the house . He goes up the path , pauses at the steps of the house , tosses the curled hose onto the lawn , goes up the steps and into the house . CAMERA FOLLOWS him in , PAUSES as he pauses at the foot of the stairs . Norman goes up the stairs . On the landing he stops . The door to his mother 's room is closed . Lying in a heap outside the door are a blood - stained dress and a pair of elderly - woman 's shoes . From an EXTREMELY HIGH ANGLE , we look down on Norman as he bends to pick up the stained dress and shoes . He rolls the shoes into the dress , tucks the small , neat bundle under his arm , and starts down the stairs , heading for the basement .

It stands silhouetted against the sky . There is a long wait . Then , slowly , a curl of smoke comes out of the chimney . FADE IN

Sam is seated at his desk , writing a letter . Sequence begins with CAMERA IN CLOSE , over Sam 's shoulder , and we can read as mush as he has written of the letter . The letterhead reads `` Sam Loomis - Hardware , '' and the letter reads : `` Dearest right - as - always Mary : I 'm sitting in this tiny back room which is n't big enough for both of us , and suddenly it looks big enough for both of us . So what if we 're poor and cramped and miserable , at least we 'll be happy ! If you have n't come to your senses , and still want to . CAMERA begins PULLING AWAY as Sam turns the sheet of paper over , continues backing away out of the small back room and heads , backwards , down the corridor , we see a young clerk , BOB SUMMERFIELD , Sam 's assistant , standing behind the counter , a look of handsome patience on his face . He is waiting on a meticulous , elderly woman customer , who is holding and examining a large can of insecticide . As CAMERA PASSES :CAMERA , by this has reached the front door of the hardware store and we now see a girl standing just inside the door . She is an attractive girl with a rather definite manner , a look of purposefulness . She carries a handbag and a small overnight case . She is Mary 's sister , LILA CRANE . Bob Summerfield has noticed Lila , smiles brightly at her , gives her an I 'll - be - with - you - in - a - moment nod . Lila starts to walk toward the counter , never taking her eyes off Bob . As she approaches , she asks quietly :Lila looks to the back room . The woman customer goes on worriedly examining the fine print of the insecticide can . Sam comes to the door of his room , pauses , looks at Lila a moment , starts toward her , his expression indicating that he does not know her . Lila studies him with a quiet , worried expression .Lila glances at the customer and the clerk , turns , starts toward the front of the store . Sam holds a moment , then follows . As he reaches her , she turns , her eyes studying him intently as she says :Sam is mystified , and is also aware of the worried , hostile expression on Lila 's face . He studies her for a quiet moment . Behind them is a display of various size carving knives .As Sam is about to speak , the Woman Customer comes sailing past , speaking as she goes and wearing a satisfied smile .She speaks `` quick '' with a kind of delicious bite , nods happily , goes on out of the store . Sam is now staring apprehensively at Lila .She stops , the anxiety and fear building up in her , her eyes beginning to fill with worried tears . Sam studies her for a moment , then turns and calls :Bob gets the message , goes out through the back way . Sam goes closer to Lila , speaks with soft seriousness .Their attention is distracted by a man who has strolled quietly into the room . He ignores them , walks past them , goes behind the counter , takes down a sign reading `` CLOSED FOR LUNCH , '' walks back to the door , closes door , hangs the sign across the door window , locks the door , turns to Sam and Lila , folds his arms , smiles a particularly unfriendly smile .There is a moment 's silence and then , unable to tolerate the sudden frightening happenings , Sam explodes .Sam looks at Arbogast in utter shock and in that state asks one of those seemingly ridiculous questions .And no one has seen her since .A real look of anguish comes into Lila 's face . And Arbogast studies it , then speaks .Lila turns from Sam , a flush of guilt and regret in her face . Arbogast looks at her , quiet sympathetically .He nods , takes down the closed - for - lunch sign , sails it to the counter , opens door , goes out into the street . After a quiet moment :He hangs the sign on the door , ushers Lila out , closes door behind him .

They tell you what its ingredients are and how it's guaranteed to exterminate any insect in the world, but they do not tell you whether or not it's painless. And I say insect or man, death should always be painless.

I do n't know where. In your store, somewhere in your town. anywhere.

Last Friday. She left work, and home. I was in Tucson over the weekend. I have n't heard from her, not even a phone call.

Mr. Loomis, you're so busy being defensive that you have n't even reacted to the most serious fact of all. Mary is missing.

Look, if you two are in this thing together, I do n't care, it's none of my business. But I want to see Mary. I want her to tell me she's all right and it's none of my business. Then I'll go back to Phoenix and.

She was supposed to bank it, on Friday, for her boss. She did n't.

Someone has seen her. Someone always sees a girl with forty thousand dollars.

Sam, they do n't want to prosecute, they just want the money back. It was all in cash.

You came up here on a hunch, Miss Crane? Nothing more? No phone call. from him, or from your sister herself?

I do n't care if you do or. I want to see Mary. before she gets in any deeper.

She was seen leaving town in her car. Seen by her very victims, I might add.

We're always quickest to doubt people who have a record for being honest. I think she's here, Miss Crane. Where there's a boyfriend.

She wo n't be back there among the nuts and bolts. but she'll be in this town. somewhere. I'll find her.

I just listened. and believed everything they told me. ` She stole the money.' ` We do n't want to get her in trouble.' ` No do n't bring the police in'.

No. The man whose money she. he talked so loud and fast, and I. I should've called the police.

Why not? Sam, is she hiding here? Are you two planning to go away with the money?

I need to. I need to believe something. This is the first time I've ever come up against anything I could n't. understand.

No. I just think. anything can be explained. But Mary, doing a thing like this. I do n't know how to handle.

I came flying up here expecting to get some explanation. for all I know, she may be trying to get in touch with me, at home. I'd better go home.

Whenever I start contemplating the panic button, your back straightens up and your eyes get that God - looks - out - for - everybody look and. I feel better.

Sam, he called me when he had nothing definite, nothing but a dissatisfied feeling. Do n't you think he'd have called if he had anything.

What he said on the phone is n't important, is it? He was supposed to come back after he spoke to the mother, and he did n't! That's what I want you to do something about!

I'm sorry if I seem over - anxious to you. I keep thinking. something's wrong. I have to know what!

It must've been. Arbogast said so, too. and he said the young man would n't let him see her because she was ill!

I wonder if that hurt her, my not letting her sacrifice for me? Some people are so willing to suffer for you that they suffer more if you do n't let them.

I wonder so many things about her now. Why she never told me about you. Funny, when you think there's an answer to everything, you think you know all the answers.

Do you know how I found out about you? I found one of your letters. it was a nice letter, Sam.

I suppose. when you were able to marry her she'd have presented you, all shiny and proper. she always tried to be proper.

We're going to register. As man and wife. And get shown to a cabin. and then search every inch of that place, inside and. outside.

We have to go into that cabin and search it, Sam. no matter what we're afraid of finding and no matter how much it may hurt.

Sam, if you owned a useless business like this motel. one you probably could n't even sell. what would you need to get away, to start a new business, somewhere else?

There must be some proof that exists right now! Something that proves he got that money away from Mary. Some way!

Arbogast! Sam, he liked me. or felt sorry for me. and he was starting to feel the same about you. I heard it when he called. in his voice, a caring. He would n't have gone anywhere or done anything without telling us. Unless he was stopped. And he was stopped, so he must have found out something!

The bathroom. Look at how clean it is. The one in our cabin is clean. but this is clean!

It did n't get washed down. It's figuring. the kind you tear up and get rid of.

Some figure has been added to or subtracted from. forty thousand.

That's proof Mary was here! It would be too wild a coincidence for somebody else to.

Sam, that old woman, whoever she is. I think she told Arbogast something! And I want her to tell us the same thing!

No. I'm all right. I'll feel better when all this is explained. if it can be.

In the past two days I've been to so many motels, my eyes are bleary with neon. This is the first one that looked like it was hiding from the world at large.

Trying to trace a young girl who's been missing almost a week. From Phoenix.

We have reason to believe she came this way. might have stopped in this area.

She might have used an alias. Mary Crane's the real name, but she might've registered.

Now there's a couple even remarking about your sign, and see how easily you forgot them?

You thought no one has stopped here in weeks. Now, try to remember if this girl.

Maybe she even signed the register. because habits die hard. Let's check it, huh?

Do n't know where she got `` Marie,'' but `` Samuels'' figures. Her boy friend's name is Sam.

Suppose I wanted to search the cabins, all twelve. would I need a warrant?

If this girl Mary Crane were here, you'd have no reason to hide her would you?

Or if she had you say. gallantly protecting her. you would n't be fooled. you'd know she was just using you. Would n't you?

Might save me a lot of leg - work if I could just talk to your mother. But I'd need a warrant for that, wo n't I?

Lila? Look, this is n't much, but it might make you feel a little better. Mary was up here. Spent last Saturday night at Bates' Motel, out here on the old highway.

I did question him, believe me. I think I got all there was to get. Just have to try to pick up the scent from here.

Well. maybe that's because I do n't feel entirely satisfied. He's got a sick old mother, confined type, and I think she saw Mary and talked to her. Shame, too. confined old women love to talk to strangers.

No, you stay put, Lila. With Loomis. I should be back in an hour.

All right. And Lila. You'll be happy to know what I think. I think our friend Sam Loomis did n't even know Mary was here.

They emerge from the store and walk along to the hotel . As they enter , Arbogast is in the act of taking over a white Ford sedan from a rental car man . They glance at him and he returns a cynical look .

Outside another hotel we see Arbogast alight from the white car and go into new hotel .

A high shot showing the freeway and Bates house and motel on the side old highway . A pause and then across the bottom of the picture a white car speeds by on the freeway .

The white car speeding along the freeway again going in the opposite direction to last time . Norman , a tiny figure , is seen going up the steps to his mother 's house .

Arbogast 's search is getting down in the scale . This is an entrance to a cheesy boarding house . `` Rooms to Rent , '' etc. . He looks at his list and then goes in .

Heavy traffic on the freeway . A beat or two - again the white car . It slows up opposite the distant motel . It makes a turn and goes back out of scene . A pause and it reappears on the old road and slowly makes its way toward the Bates ' Motel .

We now see Norman . He has brought out an old rocking chair and has placed it on the office porch and is sitting hunched in it . And he is darning one of his own socks . CAMERA HOLDS . Beyond the porch , and Norman , we see the old house and can barely make out , in the twilight dimness , the figure of his mother seated at the window . Here , too , there is that quality of quiet peace surrounded by a vague foreboding . Now Norman looks up at the SOUND of the approaching car . And continues looking as the car comes to a stop and Arbogast gets out . Arbogast gives the place a quick once - over , gazes at Norman , starts forward . In his steps and manner there is that bored , routine - logged quality of a man who has seen too many motels and asked question of too many hotel managers over too short a period of time . Norman rises as Arbogast comes forward .Norman is holding the door open , so Arbogast walks in . Norman follows .

Norman switches on the overhead light , starts for the linen closet , suddenly pauses , turns , studies Arbogast , who has remained standing by the door .He waits a moment , then opens closet , starts counting out sheets and pillow cases , keeps his back to Arbogast . Arbogast takes a photograph out of his pocket , talks as he crosses to Norman .Norman glances , briefly , turns away , lifts sheets and pillow cases off the shelf holds them close , almost protectively .He goes to the wall , flips a light switch .We had a couple the other night , said if the sign has n't been on they 'd have thought this was an old deserted mining town or something .Norman says nothing . Arbogast goes to the desk , pulls the registry book around , flips back a page or two . Norman simply stares at the man . Arbogast hums faintly , pleasantly , as he examines the pages . Then :He takes a slip of paper out of his pocket , lays it beside the signature in the registry book , all the while nodding and smiling nicely , as if this discovery will make Norman as happy as it is making him .Arbogast has reached him , the picture extended . Norman looks dutifully at it .He starts out . Arbogast pauses , momentarily confused by the young man 's openness .

Norman walks down the porch , hesitates before Cabin One , walks on a bit toward Cabin Two , stops , turns to see if Arbogast is following . Arbogast has come out onto the porch , but is not following . He has walked to the opposite end of the porch and is standing at its edge , looking up at the old house . The upstairs window is in darkness . The neon of the Vacancy and Motel signs splash strange light over the scene .Arbogast does not reply . Norman becomes apprehensive , starts to Arbogast , forcing himself to remain calm and cheerful .Arbogast turns , gazes seriously at him .Norman does not respond . Arbogast gets in his car , starts the motor . Norman looks up , studies the man 's face , his own face showing apprehension . Arbogast backs the car around very slowly , his gaze divided between the old house and the lighted window of Cabin Two . As he turns the car out , his headlights light up the porch . Norman stands , watching him drive away .

The car pulls up and Arbogast gets out of car , leaving motor running . As he starts to walk across the highway , CAMERA PULLS AWAY and we

Arbogast gets to the phone booth , enters . CAMERA STARTS FORWARD , and we see Arbogast remove a small notebook from his pocket , check on a number , drop a dime in the slot and dial this number . As we reach phone booth ,He hangs up , gets out of the phone booth .

A distant view of the House and Motel . There is a light on in the house . There is also a light on in Norman 's office . We see Norman emerge from his office and move along the porch toward the distant cabins . He carries sheets on his arm . He goes into the last cabin and switches the light on . Into the foreground the hood of the white Ford enters the scene and stops . Arbogast gets out . He goes over to the Motel office .

Arbogast looks around the empty office and calls .He goes over to the door to the parlor and enters . He looks around the bird - ridden room . He stops short as he sees : C.U. - THE OLD SAFE IN THE CORNER C.U. - ARBOGAST goes over to it . He finds it unlocked . With a quick , cautious look around he opens it . C.U. - THE EMPTY SAFE C.U. - ARBOGAST straightens up and goes out .

Arbogast comes out and looks off . He sees : THE LAST LIT CABIN The door ajar . C.U. - ARBOGAST - -LRB- NIGHT -RRB- would go along but he stops with a new thought . He turns around and looks off . L.S. - THE OLD HOUSE FROM HIS VIEWPOINT - -LRB- NIGHT -RRB- C.U. - ARBOGAST comes to a decision . He goes off . L.S. ARBOGAST dashes up the stone steps to the House . MEDIUM SHOT CAMERA HOLDS as Arbogast goes up onto the porch . The house is dark within except , as we can now see , for a faint spill of light in the foyer , light which comes from the upstairs hall . Arbogast goes to the living room window , looks in , sees only darkness . Then he goes to the door , listens for along moment , hears nothing . Very slowly , almost painfully , he turns the knob of the door and pushes gently with his arm and shoulder . The door begins to open . He allows it to open just enough for him to slip through and into the foyer .

Arbogast gradually eases the door closed , stands against it , waiting . He looks up in the direction of the light , sees no one . The door at the head of the stairs is closed . Arbogast listens , holds his breath , hears what could be human sounds coming from upstairs but realizes these could also be the sounds of an old house after sunset . After a careful wait , he crosses to the stairs , starts up , slowly , guardedly , placing a foot squarely on each step to test it for squeaks or groans before placing his full weight on it . CAMERA FOLLOWS , remaining on floor level but TRAVELLING ALONG the stairway as Arbogast makes his way up . EXTREMELY HIGH ANGLE

We see Arbogast coming up the stairs . And now we see , too , the door of the mother 's room , opening , carefully and slowly . As Arbogast reaches the landing , the door opens and the mother steps out , her hand raises high , the blade of an enormous knife flashing . C.U. - A BIG HEAD OF AN ASTONISHED ARBOGAST The knife slashes across his cheek and neck . Blood spurts . The sudden attack throws him off balance . He stumbles back and staggers down the whole of the staircase . He frantically gropes for the balustrade as he goes backwards down the stairs . The CAMERA FOLLOWS him all the way . A wicked knife keeps thrusting itself into the foreground . As he collapses at the bottom , the black head and shoulders of Mrs. Bates plunges into the foreground as the CAMERA MOVES IN to contain the raising and descending murder weapon . FADE OUT FADE IN

Lila is sitting close by the phone , and looks as if she has n't moved from it in the last hour . Sam is pacing , occasionally stopping at the window , glancing out , pacing again . The ash tray close to Lila is filled . There is a thick atmosphere of smoke , tension and weariness in the small , otherwise cozy room .Sam stares at her , frowns in concern over her very real anxiety , goes to the phone , dials operator .He presses down the receiver , releases it , dials Bates ' Motel . The faint other - end ringing tones can be heard , repeatedly , annoyingly . He waits .He starts for the door . Lila follows after him into the store .

He pauses halfway down , turns , puts his hands on her arms .He hurries down to the street door and out . CAMERA HOLDS on Lila as she stares after Sam . As she stands alone in the darkened store , all the hardware seems to take on sinister shapes . C.U. Among some bathroom fittings a nozzle from a shower falls onto the floor . MEDIUM SHOT Lila turns and picks if from the floor and puts it back in its place . She turns and again looks to the deserted street with a touch of anxiety . She gives a slight unconscious shiver .

Tall and lonely still against the moonlight , the figure of Norman , silhouetted . He does n't move , merely stands there at the edge of the swamp , staring down at the now calm and quiet face of it .

All light are out , except the light in Norman 's mother 's room . And her figure can be seen sitting in the window , relaxed in a high - back chair , her face turned into the room . After a second , we hear the SOUND OF A MOTOR , and then Sam 's small pick - up truck swings into the driveway . Sam stops the motor , automatically switches off headlights , pauses as he observes the silence and darkness of the area . Then he hops out of the cab , goes quickly to the office , knocks on the door . As he waits for a response , he looks down the long porch , studies the darkened cabins , knocks again , louder , looks in the other direction and sees the house and the figure at the one lit window . He stares a moment then calls loudly :

The silhouette of Norman . He is still . Over shot , very dimly , comes the SOUND OF SAM 'S VOICE , calling again for Arbogast . Norman turns slowly until , in silhouette , we see his profile , his chin lowered furtively as he looks over his shoulder in the direction of the house . There is silence for a moment , and then again the SOUND of Sam POUNDING at the door .

The store is in darkness , only the glow from the back room spilling in . L.S. With CAMERA placed with its back to the street door , we can see the distant tiny figure of Lila seated and waiting in the back room beyond . There is a SOUND of a car pulling up . The tiny figure jumps up and runs all the way from the back room down the aisle of hardware and comes into a BIG HEAD . We see Lila 's desperate anxious look . MEDIUM SHOT From her viewpoint we see Sam alighting from his truck and coming toward the door of the store . He enters . He and Lila exchange quiet glances .Lila goes quiet . Sam starts toward the back room , pauses at the doorway , turns . Lila has remained by the door , looking out at the street . She feels his pause , turns , and for a moment they share at each other across the darkened room .As he starts forward .

A dark , quiet , tree - ceilinged street , the small neat houses dim in the moonlight . Sam 's pick - up truck comes down the street , pulls up before the house of Sheriff Chambers . CAMERA MOVES IN on Sam and Lila as they remain for a moment in the truck 's cab , staring quietly at the sleeping house .He gets out of cab , goes around to help Lila . She is already out . CAMERA FOLLOWS them up the small path to the front door . Sam presses the bell button . Both he and Lila are almost knocked over by the shocking , clanging , ear - splitting BLAST OF THE BELL within the house , a ring which sounds more like a fire alarm than a doorbell . He tries to smile , fails . Lila does n't even try . The downstairs hall light goes on and a moment later the door is unhesitatingly opened by MRS. CHAMBERS , a small , lively stick of a woman wrapped in a thick flannel robe and a corona of hospitality .As she opens the door wide ,

Al wants to be sure he'll hear it if anyone rings it in the middle of the night.

He has a mind like a mechanical brain and the more information you feed it. Go on, Sam.

Why do n't you call Norman and let him say just what happened, if he give the man a hot lead and he did just scooted off. it'll make the girl feel better, Albert.

Florrie, the Sheriff wants you to connect him with the Bates Motel.

I helped Norman pick out the dress she was buried in. Periwinkle blue.

It's Sunday. Come over and do the reporting at the house, ` round dinner time. Make it nicer. You too, Sam.

Fat roses splatter the wallpaper . The stairs are carpeted . The lighting is bright . There is a perfectly fitting wall phone by the parlor arch . Mrs. Chambers goes to the stairway , yells up .Sam is about to close the door behind him . Mrs. Chambers motions for him not to , scurries across the hall , leans outside , presses the doorbell . The RING within the house is even more shattering . She closes the door , starts to the stairway , pauses as the SOUNDS of movement above COME OVER SHOT .SHERIFF CHAMBERS comes down the stairs , in a bathrobe which matches his wife 's . He is a tall , narrow man with a face originally destined for Mount Rushmore . He nods at Sam , looks at him with wide - awake eyes and a no - nonsense concern .Mrs. Chambers goes to phone , dials operator .She hands the receiver to the Sheriff . He takes it , reluctantly , listens to the dim sound of RINGING on the other end . After a moment :The Sheriff looks long at Lila , shakes his head sympathetically .There is a long silence . Sam and Lila stare at the Sheriff .The Sheriff stares at both of them , and when he finally speaks there is an almost inaudible tone or irony in his voice .

Explains the private detective. He traced her to the Bates place. What'd he exactly say when he called you?

I think something's wrong, too, Miss.. But not the same thing. I think your private detective is what's wrong.

I think he got himself a hot lead as to where your sister was going. probably from Norman Bates. and called you to keep you still while he took off after her and the money.

He was n't out when you were there. He just was n't answering the door in the dead of night. like some people do. This fellow lives like a hermit.

You must remember that bad business out there. About ten years ago.

Been just fine, thanks. Listen, we got some worries here. Did you have a man stop out there tonight.

Well, this one would n't be a customer, anyway. A private detective, name of.

Well, I think you oughta unload that place and open up closer in to the action, a smaller place, you know. but.

This detective was out there and Norman told him about the girl and the detective thanked him and went away.

You should've called in the police the second you found your sister has skipped. You go starting private investigations, using people you do n't even know.

He told you he was n't coming right back cause he wanted to question Norman Bates' mother, right?

Norman Bates' mother has been dead and buried in Greenlawn Cemetery for the last ten years!

It ai n't only local history, Sam, it's the only murder - and - suicide case in Fairvale ledgers! Mrs. Bates poisoned this guy she was. involved with, when she found out he was married, then took a helping of the same stuff herself. Strychnine. Ugly way to die.

Well, if the woman up there is Mrs. Bates. who's that woman buried out at Greenlawn Cemetery?

You must've seen an illusion, Sam. Now, I know you're not the seeing - illusion type. But no woman was illusion there and I do n't believe in ghosts, so there it is!

Can see you do. Sorry I could n't make you feel better. You want to come to my office this afternoon and report a missing person. And the theft, is what you want to do! Sooner you drop this thing in the lap of the law, that's the sooner you'll stand a chance of your sister bein' picked up. How about that?

Norman sits in the dim , one - lamp light , the phone next to him , his hand still near it as if he had not been able to move his hand after hanging up . He is staring at the shrike - like bird which is perched on the lamp shade . Decision and resolution are beginning to show in his face . Suddenly he rises , starts quickly out of the room , tries to switch off the lamp as he goes and in so doing succeeds only in knocking the bird off the shade . He watches it fall , does not try to catch it . It hits the floor with a thud and sawdust spills out . He stares sadly at it , for a moment , then tends down , scoops up the sawdust , tries to press it into the split seam , picks up the bird , puts it in a drawer . Then he puts out the lamp , goes out , crosses the darkened office and goes outside .

Norman comes off the porch , walks to the path and directly up to the house , opens the door and goes in .

SHOOTING UP THE STAIRS Norman goes up , pauses one moment outside his mother 's door , then opens it and goes in , leaving the door open . For a moment we hear only Norman 's low , quiet voice , his words indistinguishable . Then we hear the cold shot of his mother 's derisive laughter .During all this the CAMERA has been slowly creeping up the stairs . It does not stop at the top however , but continues on the same high angle that we had in Scene 57 . She starts to laugh , a terrible sound like an obscene melody .Norman comes out of the room , his mother held in his arms , her head leaning against his shoulder . He carries her down the stairs , along the lower landing to the cellar stairs , and then down those stairs to the basement .

I am sorry, boy, but you do manage to look ludicrous when you give me orders!

I'm staying right here! This is my room and no one will drag me out of it. least of all my big bold son!

In that dank fruit cellar? No! You hid me there once, boy, and you wo n't do it again! Not ever again! Now get out!

Norman! What do you think you're going to do? Do n't you touch me! Do n't! Norman!

All right, son, put me down and I'll go. I'll go on my own two feet. I can go on my own two feet, ca n't I?

It's sad. when a mother has to speak the words that condemn her own son. but I could n't allow them to believe that I would commit murder.

They'll put him away now. as I should have. years ago. He was always. bad. And in the end, he intended to tell them I killed those girls. and that man. As if I could do anything except just sit and stare. like one of his stuffed birds.

Well, they know I ca n't even move a finger. And I wo n't. I'll just sit here and be quiet. Just in case they do. suspect me.

They're probably watching me. Well, let them. Let them see what kind of a person I am.

I'm not going to swat that fly. I hope they are watching. They'll see. they'll see. and they'll know. and they'll say. ` why, she would n't even harm a fly.'

An overcast morning , but a sunny - faced crowd . The service is just over , there is contentment , and peace , and just a little I - went - to - church - smugness in the faces of the churchgoers as they come out of the chapel , and spread their separate ways away . Amongst the crowd , waiting and searching the faces , are Sam and Lila . In their expressions there is no peace , no contentment . CAMERA MOVES IN CLOSE . They are not speaking . Lila looks as if she has had no sleep . Suddenly , Sam becomes alert , takes Lila 's arm , starts toward the church . CAMERA MOVES WITH THEM , stops as they approach Sheriff and Mrs. Chambers . The Sheriff stares rather sympathetically at Lila . Mrs. Chambers smiles nicely .He moves away and the others follow . CAMERA PANS them to the curb .She used a fake name , saw the register myself . Saw the whole place , as a matter of fact . That boy is alone there .She smiles brightly , as if having invited them over to discuss this year 's charity fandango , takes the Sheriff 's arm , starts away . The Sheriff nods as he goes . Sam and Lila are alone now , at the curb , before the deserted chapel . For a long moment they just stand there , their faces as gray and overcast as the sky .Sam takes her arm , starts walking her up the street toward the spot where his pick - up truck is parked . CAMERA FOLLOWS them .Lila does not answer . They reach the truck . Lila looks directly at Sam as he helps her into the cab .He slams the door , hurries around truck , gets into driver 's seat , starts motor . As the truck drives off , SAM AND LILA IN TRUCK - -LRB- PROCESS - HIGHWAY -RRB- For a moment , both are silent ; Sam watching the road as if there were other cars on it , Lila staring at nothing in particular , except perhaps her own inner fear .Sam looks as if he 'd like to say something humorous , something to cheer her . He can not . He remains silent .When we woke up one morning and found ourselves orphans , Mary quit college and got a job , so I could go to college .Lila looks quizzically at him , is too concerned to pursue it .Sam slows the truck to a stop , sighs , starts to light up a cigarette . Lila looks questioningly and impatiently at him .As truck starts to drive on ,

The place is empty and silent and washed dirty by the deep gray of the cloudy sky . We see Sam 's truck turning into the driveway and pulling to a stop . After a moment , Sam and Lila get out of the truck . FRESH ANGLE Close on Sam and Lila as they meet on the porch side of the truck . The motel office and the house beyond can be seen in b.g. of shot . Sam and Lila merely stare for a moment , then turn and gaze up at the house . There is no figure in the window and the shade is drawn . Same goes to the office door , peers in , knocks , opens door , enters . Lila remains on the driveway , beside the truck .

CLOSE ANGLE on Norman standing by the window . He has pulled the curtains very slightly apart , is staring out and down at the motel , his eyes studying the lone figure of Lila , who is standing by the truck and looking up at the house . Norman studies her , and as her eyes look up at this very window he closes the curtains , turns away . We see the suspicion and fear in his face , the surge of panic and his struggle to contain it . Then he goes away . CAMERA remains on window , shooting out and down , and through the frail curtains we can see Sam as he comes out of the motel office and joins Lila .

Sam takes Lila 's arm .He starts with her toward the path which leads to the old house . CAMERA PANS with them , and as they turn around the office corner , they see Norman coming down the path toward them . They pause and Norman pauses . He does not smile , nor speak . His usual grin and soft friendliness are gone ; containment and impassivity lie in their place .Norman walks past Sam , giving him the sort of quick , disapproving glance one gives a man who is obviously lying , goes onto the porch and into the office . Sam and Lila follow Norman .

Norman crosses to the desk , goes behind it , takes the key to cabin number twelve off the keyboard . Sam and Lila have entered and are almost to the desk - counter by this time .Sam eyes scan the counter , looking for a registration book .Norman stares at Sam , as if he 'd like to yell at him , call him `` liar . '' Instead he reaches under the desk counter , brings out the registration book . Lila moves closer , studies the book as Sam signs in . Sam signs `` Joe and Mrs. Johnson . '' The signature and city of `` Marie Samuels '' and after it , the notation `` Cabin One , '' can be clearly seen three registrations above Sam 's . When Sam has finished he closes book , hands it back to Norman . Norman does not take it , starts out from behind counter .As he starts for the door , Sam laughs . Norman stops , turns , looks at him .Sam smiles as if at a funny remark , takes a bill out of his pocket .Norman returns to Sam , takes the extended bill , is about to start out again .Norman goes reluctantly behind counter , lays down the key to cabin twelve , takes a receipt book out of the drawer under counter , starts to write . Lila steps up to the desk , picks up the key , quickly , starts out .Norman looks up , gazes her as she goes out door .

Lila comes along the porch , pauses before cabin one , tries the door . It opens . She closes it quickly as she hears Sam and Norman coming out of the motel office , continues on down the porch .He goes on down the porch , does n't even glance at cabin one , walks quickly and catches up to Lila just as she reaches cabin twelve . CAMERA REMAINS with Norman , who is standing by the office door , looking after Sam and Lila , his face alert and no longer impassive . He waits a moment , after they have closed their cabin door , then crosses to the pickup truck . CAMERA MOVES with him . He studies the truck , then leans in through the driver 's window , twists the registration card around , reads it . It gives the correct name and address of Sam Loomis . Norman comes back out of the window , glances once more toward cabin twelve , then at the old house . His suspicions are confirmed , and now there is the relaxation of relief in his face . He takes on a purposeful air , turns , strides up the path , up onto the porch of the house , opens the door , goes in .

Lila is at the cabin 's rear window , looking out , straining for a glimpse of the old house , which can not be seen from the window of this cabin . She turns , frustrated , anxious . Sam is standing at the foot of the bed , staring at the smooth coverlet , his brow creased in a sadness .He pulls his eyes from the bed , crosses to the desk , sits wearily , lights a cigarette . Lila watches him for a moment , feels a real compassion , goes to the bed , sits on its edge , turns again and looks at Sam 's back .Sam considers a moment , nods agreement , rises .He goes to the door , opens it slightly , looks out , then , back to Lila :Lila goes to the door . He holds it open and she goes out .

Sam closes the door , joins Lila , takes her hand . Together they walk along the porch in the direction of Cabin One . CAMERA FOLLOWS . They pause before the door of Cabin One . Sam motions Lila to wait , to hold still , then goes on to the office , opens the door , calls in :He waits , there is no response . He goes in and in a moment comes back out , closes the door , goes to Lila . She has already opened the door of Cabin One and has started to enter .

The blinds are closed and the room is almost night - dark . Sam comes in after Lila , closes the door behind him . For a moment they just gaze at the room , as if willing it to tell them some satisfactory story . Neither speaks . Then , in dark silence , they begin to search , going methodically and thoroughly through all drawers , the closet , the desk , searching under the bed and in dark corners , not knowing what they expect to find and yet expecting to find some thing . Lila opens the bathroom door , looks in . The windowless room is very dark . She switches on the light , goes in . Sam moves toward the bathroom , is about to follow her in when he notices which room it is and automatically catches himself up , backs out .Sam goes in , glances around , nods . Lila goes through the medicine cabinet , finds nothing but a glass and two tiny tabs of soap . Sam leans against the door - jamb , looks at the tub , the shower pipe above it . He continues to stare , more interested suddenly , as if bothered by some off - key evidence he ca n't put his finger on . Then he looks at the shower curtain rod . And realizes there is no shower curtain . He frowns , is about to say something when Lila , who has been momentarily out of shot , interrupts . Sam turns , CAMERA TURNS , and we see Lila is standing above the toilet bowl , a tiny piece of wet paper stuck to the tip of her right index finger .Sam lifts the piece of paper off her finger , studies it , takes out his wallet , presses the wet scrap to his driver 's license shield , puts it back in the wallet and puts the wallet away .She starts out of the bathroom . Sam takes hold of her arm , stops her .CAMERA STARTS TO PAN AWAY from them , moves slowly over the room , very slowly .CAMERA HAS PANNED clear across to the opposite wall now , and is moving up closer and closer to the tiny - flowered wall paper , finally closing in on one small rosebud .Now we see that the rosebud has been cut out , that this is the reverse side of the hole Norman peeped through to watch Mary . And we see the pupil of Norman 's eye now .The eye moves away and there is a brief flash of light before the hole is covered , on the other side , by the wall - hung painting . FRESH ANGLE - LILA AND SAM They are about to start out . Sam stops her again .Lila nods quickly , hurries to the door . Sam gets to it first , opens it a slight crack , looks out , then opens it wide enough for Lila and Himself to pass through .

Let's find him. One of us can keep him occupied while the other gets to the woman.

You wo n't be able to hold him still if he does n't want to be held. And I do n't like you going into that house alone, Lila.

ANGLE CLOSE on cabin one as Lila comes out , turns to her left , goes along porch toward cabin twelve . Sam remains at the door , then turns right , heading for the path . As he passes the office , he is shocked to see Norman standing just inside the open door .Sam starts into the office . Just before going in , he glances down the long porch , sees Lila standing outside the door of cabin twelve , waves her a tiny `` all clear '' signal . LILA CAMERA ANGLES to include Lila and her point of view . She watches Sam disappear into the office , waits until she hears the door close , then looks about for another way to reach the house . She sees the small alley at the end of this L of cabins , starts toward it .

Behind the motel Lila hesitates . She looks ahead . LONG SHOT - -LRB- DAY -RRB- The old house standing against the sky . CLOSE UP - -LRB- DAY -RRB- Lila moves forward . LONG SHOT - -LRB- DAY -RRB- The CAMERA approaching the house . CLOSE UP - -LRB- DAY -RRB- Lila glances toward the back of Norman 's parlor . She moves on . LONG SHOT - -LRB- DAY -RRB- The house coming nearer . CLOSE UP - -LRB- DAY -RRB- Lila looks up at the house . She moves forward purposefully . S.L.S. - -LRB- DAY -RRB- The house and the porch . CLOSE UP - -LRB- DAY -RRB- Lila stops at the house and looks up . She glances back . She turns to the house again . S.L.S. - -LRB- DAY -RRB- The CAMERA MOUNTS the steps to the porch . C.U. - -LRB- DAY -RRB- Lila puts out her hand . S.C.U. - -LRB- DAY -RRB- Lila 's hand pushes the door open . We see the hallway . Lila ENTERS PAST CAMERA .

Lila closes the door , remains by it for a moment , quiet , listening . Her eyes scan the layout , the closed door which leads off the hallway , to the dining room on the right and the parlor on the left . Down at the end of the hall is the kitchen , the door wide open , the room beyond dim and silent . She notices the stairs leading down to the basement , stares at them , then back to the stairs leading to the second floor . She starts forward , and seems about to investigate the parlor and dining room .

Norman is behind the counter , standing , staring at Sam who is sitting relaxedly on a small sofa . Norman has the look of one who is protecting himself , as if the counter were a protective wall against the threatening world across it .

Lila is halfway up the stairs . As she climbs she is startled by the creaks and groans of the old wood of the steps . She steps more carefully . CAMERA remains at foot of stair , TILTING UP as Lila climbs . She pauses at the head of the stair . The door on her right , which opens into the mother 's room , is closed . To her left is another door , half - open . Directly before her is a third door , closed . She holds a long moment , trying to picture in her mind which room would look out on the front of the house , decides , chooses the correct door , the one on her right . She goes to it , knocks lightly .

We hear Lila 's second knock , then , faintly , her soft call .There is quiet for a moment , then the door begins to open , and we see Lila . She stands on the threshold , looking in at the room , instantly disturbed by it , almost chilled , her expression indicating an impulse to close the door and go away from this room forever . After a moment , she enters , leaving the door open behind her . CAMERA PULLS BACK AND AWAY and we now see the room as Lila sees it . It is ornate , damask - and - mahogany , thick and warm and ripe , an olla podrida of mismated furnishings and bric - a - brac of the last century . The bed is four poster , but uncanoped ; the dressing table is fancy and flounced with satin ; there is a great chiffonier , a big - doored wardrobe , a large , oval , full - length pier - glass -LRB- this against the wall directly opposite the door -RRB- , a satin recamier , an upholstered armchair by the window , a white marble fireplace , its grate cold but piled with ashes . And there is in the room an unmistakably live quality , as if even though it is presently unoccupied , it has not been long vacated by some musty presence . Lila glances at the bed . The damask coverlet is thrown over it , but it is not neat , there is the imprint of a body on it , a body which obviously has slept in a curled - up , womb - like position . Lila stares at it for a moment , up , then goes to the dressing table . Its top is scattered with boxes and jars of cosmetics and creams , traces of fresh powder , an opened bottle or perfume , a comb , and a brush with traces of hair in its bristles . Lila moves on , catches a glimpse of herself in the pier - glass , is startled , turns away , goes to the chiffonier , is about to open a drawer , sees the high wardrobe out of the corner of her eyes , goes to it , hesitantly . She opens one door . Fresh , clean , well pressed dresses hang neatly . Lila opens the other door . The sweaters and dresses and robes hang freely , none in moth - proof , storage - type bags . There is even a well - brushed collar of foxes . Along the floor of the wardrobe is a line of clean , polished shoes . Lila stares , then closes the door , turns , looks once again over the whole room , starts out ,

Lila comes out of the mother 's room , closes the door behind her , looks down the stairs , then starts across the hall to the room whose door is half - open . The room within is dark , the shades drawn full . Lila pauses on the threshold , reaches in , feels the wall , throws on a switch .

Sam has risen , is standing by the counter now .Norman snaps a sharp , fast , ugly look at him .

Lila is standing in the doorway , staring at the room in sick dismay . The room is grotesque , a horrible , ludicrous fantasy of childhood held beyond the point of decency . It is a small room . The walls are fancied with romping silhouettes of teddy - bears and sailboats and carousels and fat cows jumping over aghast moons . The bed is small , far too short for a man of Norman 's height . And yet the rumpled covers indicate that it is in this bed that Norman sleeps . Next to the bed is an old - fashioned toy chest . On its top there are a bird - in - a - cage lamp , a plain - bound book , and an ash tray filled with ashes and cigarette stubs . A grown man 's shirt hangs on a child 's clothes tree . Against one wall there is a narrow , high bookcase filled with thick , unchildish - looking books . On the small , white chest of drawers there is an old , child 's victrola . The record on the turntable is discovered , on close inspection , to be Beethoven 's Eroica Symphony . Lila studies the room , fascinated and repelled . She glances at the bookcase , comes into the room , goes to the bookcase and pulls out a thick , large , plain - bound book . She opens it . Her eyes go wide in shock . And then there is disgust . She slams the book closed , drops it .

Norman , behind the counter , has moved back against the wall . Sam is still on the other side of the counter , but is leaning forward , his eyes hard on Norman 's face . Norman 's face is no longer expressionless . It has the stark , high sheen of a cornered animal .He is close to panic now . He turns , swiftly , dashes back into his private parlor . Sam goes quickly around the counter , follows .

Norman hears Sam following , wants to run , to never be reached by this man . He crosses the small room , drawn to the rear window , as if he might fly through it . Sam enters , pauses . Norman turns , back against the window , as unable to fly away as are the many still , stuffed birds . Sam registers a brief flicker of reaction when he sees the birds , but continues to gaze at Norman , hard .Something self - assured and confident in Sam 's tone gives Norman a new , more terrified alarm . He turns his head , glances out the window at the old house . He looks back at Sam and there is terror in his voice .Sam does not respond , smiles a half - smile , turns to examine a stuffed owl . Norman looks back at the house .

Lila , shaken and disturbed , almost sickened , is coming out of Norman 's room . She has left the light on . She pauses in the middle of the landing , looks at the closed door opposite the stairs , goes to it , opens it , sees that it is the bathroom , pulls the door to , turns , starts toward the stairs .

Sam is lying on the floor , face downward , unmoving . A candlestick is on the floor , close by his head , still rocking as if just dropped . OVER SHOT comes the SOUND of Norman 's footsteps and CAMERA TURNS in time to catch a brief glimpse of him going out into the office , almost at a run .

Lila is on the top step , looking down toward CAMERA . She is listening , hoping to hear some human sound , some sound she might follow , pursue . She hears nothing . She starts down the stairs . Just below the halfway step , she looks at the front door , sees out through the door window : LILA 'S VIEWPOINT - -LRB- DAY -RRB- Norman coming .

For a moment Lila panics , then she hurries down the steps , can not go in the direction of the front door , remembers the stairway behind her , turns and runs in that direction . The SOUND of Norman bounding up the porch steps can be heard . Lila turns and dashes down the stairs which lead to the basement , going down far enough to conceal herself , crouching there . Norman enters the hallway , closes the door softly , listens . He glances once in the direction of the basement stairs . He seems about to smile , when suddenly all expression vanishes from his face , and he appears to enter a no - place , no - time state . He crosses to the stairway , goes up . Lila remains crouched on the basement stairs , listening to the SOUNDS of Norman . His footsteps on the stairs followed by the fast noises of doors opening , of fast moving about an upstairs room . Convinced that he is searching the upstairs for her , she decides to chance an escape . She starts up the steps , is about to turn into the hallway when her eye is caught by a glimmer of light down in the basement . She pauses , looks down , sees the crack of light coming from behind the not entirely closed door to the fruit cellar . The swift moving SOUNDS of Norman continue to come from upstairs . Lila is torn , knows she should get out of the house while she has the chance , is unable to resist the impulse to check that hidden - looking room down below , a room in which , she desperately believes , there must lie some answer to what happened to Mary . She turns and goes softly and quickly down the stairs .

Lila reaches the bottom , stops , listens , hears the stairboards creaking as footsteps fall hard and measured upon them . She turns , pulls open the fruit cellar door , looks in . The woman is sitting in a comfortable chair , the back of the chair , and the woman , turned to the door . Lila calls a harsh , frightened whisper .Lila goes into the room .

Lila goes to the chair , touches it . The touch disturbs the figure . It starts to turn , slowly , stiffly , a clock - wise movement . Lila looks at it in horror . It is the body of a woman long dead . The skin is dry and pulled away from the mouth and the teeth are revealed as in the skeleton 's smile . The eyes are gone from their sockets , the bridge of the nose has collapsed , the hair is dry and wild , the cheeks are sunken , the leathery - brown skin is powdered and rouged and flaky . The body is dressed in a high - neck , clean , well - pressed dress , obviously recently laundered and hand - ironed . The movement of this stuffed , ill - preserved cadaver , turning as if in response to Lila 's call and touch , is actually graceful , ballet - like , and the effect is terrible and obscene . Lila gazes for one flicker of a deathly moment , then begins to scream , a high , piercing , dreadful scream . And Lila 's scream is joined by another scream , a more dreadful , horrifying scream which comes from the door behind her .Lila turns . NORMAN His face is contorted . He wears a wild wig , a mockery of a woman 's hair . He is dressed in a high - neck dress which is similar to that worn by the corpse of his mother . His hand is raised high , poised to strike at Lila . There is a long breadknife in it . LILA Close on her face . She is dumb - struck . Her eyes are screaming . BACK TO NORMAN As he is about to start forward , a man 's hand reaches in from the doorway behind , grabs Norman 's wrist . Sam comes through the door , still holding tight to the wrist , pulling back the arm and at the same time throwing himself at Norman , football tackle style . SERIES OF CUTS - THE FIGHT Norman and Sam , struggling . The wild fury in Norman 's face , the mad noise of his screams and vile curses . The terrified , fight - to - the - death look of Sam . The still , staring Lila . MRS. BATES A close of her face , She appears to be watching and enjoying the fight . Over the shot , the SOUNDS of the struggle , the screams of Norman .

There are many people gathered about the steps , the curious and the concerned and the morbid . At the curb , a couple of newspaper cars , two or three police cars , and a mobile unit truck from the local television outlet . There is noise , and chattering as questions are asked and answers given , and the sounds of traffic , and of the television equipment being moved into the courthouse , for on - the - scene reporting , and the stern voices of policemen trying to keep people back . The scene has a bright glare about it , that quality of sudden light thrown on a fearful darkness . CLOSER ANGLE ON STEPS OF COURTHOUSE A POLICEMAN trying to make way for the television men , muttering `` keep back , '' etc. , to the spectators . A TELEVISION MAN , carrying a piece of equipment goes through door , and CAMERA FOLLOWS him into the courthouse vestibule . Here , too , there is a crowd , composed of Policemen , Reporters , Television Men . The Television Men we have been following stops beside a Policeman .Over this exchange , the buzz of other voices , the movement of men . CAMERA MOVES ON , down the corridor , gets to the door of the office of the Chief of Police just as a young fellow with a carton box filled with paper containers of sent - out - for coffee reaches this door . CAMERA HOLDS as the COFFEE BOY pauses a moment , then goes into the room .

Besides, the taxpayers hate it when something gets slipped out the back door on them!

Lila is seated in a chair , Sam standing close by . A bit apart from them , we see Sheriff Chambers , in quiet conference with the CHIEF OF POLICE , the COUNTY SHERIFF , the DISTRICT ATTORNEY . The Coffee Boy stands in the doorway . Sam goes to him , takes a container of coffee from the box , carries it to Lila , checking the notation on the lid as he goes . MED . CLOSE ON SAM AND LILASam smiles encouragingly , hands her the coffee . Sheriff Chambers ENTERS SHOT , gives Sam a container of coffee he has brought for him . Sam takes it , nods a thank you . For a moment no one speaks . Lila looks badly shaken , Sam disheveled , but contained .Sam looks a question at Sheriff Chambers . Chambers shrugs doubtfully .Lila is about to answer , when she sees someone come into the room and rises anxiously . Sam and Sheriff Chambers turn , follow her gaze .

If anybody gets any answers, it'll be the fellow talking to him now. the Psychiatrist. Even I could n't reach Norman. and he knows me.

A young man with a serious , frowning face has just come into the room . He is DR. SIMON , the Psychiatrist . He goes to the desk where the box of coffee containers has been placed , takes up a container .Everyone gazes at him , mystified . He speaks as he removes lid from coffee container .Lila begins to weep softly , for Mary , for Arbogast , for Norman , for all the destroyed human beings of this world . Sam bends beside her , puts his arm about her , comforts her .A POLICE GUARD puts his head in the door , speaks , in a near - whisper , to the Chief of Police . The Guard is carrying a folded blanket over his arm .The Chief of Police nods . The Guard goes away , and CAMERA FOLLOWS him out of the room and out into the hallway . Guard moves through the waiting men , heading down the corridor .

No. I got the whole story. but not from Norman. I got it from. his mother.

Norman Bates no longer exists. He only half - existed to begin with. now, the other half has taken over. Probably for all time.

Look, if you're trying to lay a lot of psychiatric groundwork for some sort of plea this fellow would like to cop.

A psychiatrist does n't lay the groundwork. he merely tries to explain it.

The Private Investigator, too. If you drag that swamp somewhere in the vicinity of the motel.

To understand it, as I understood it hearing it from the mother. That is, from the mother - half of Norman's mind, you have to go back ten years. to the time when Norman murdered his mother and her lover.

He was already dangerously disturbed, had been ever since his father died. His mother was a clinging, demanding woman. and for years the two of them lived as if there was no one else in the world. Then she met a man and it seemed to Norman she `` threw him over'' for this man. That pushed him over the thin line. and he killed them both. Matricide is probably the most unbearable crime of all. and most unbearable to the son who commit it. So he had to erase the crime, at least in his own mind.

He stole her corpse. and a weighted coffin was buried. He hid the body in the fruit cellar, even `` treated'' it to keep it as well as it would keep. And that still was n't enough. She was there, but she was a corpse. So he began to think and speak for her, gave her half his life, so to speak. At times he could be both personalities, carry on conversations. at other times, the mother - half took over completely. He was never all Norman, but he was often only mother. And because he was so pathologically jealous of her, he assumed she was as jealous of him. Therefore, if he felt a strong attraction to any other woman, the mother side of him would go wild.

When Norman met your sister, he was touched by her. and aroused by her. He wanted her. And this set off his `` jealous mother'' and. `` mother killed the girl.'' After the murder, Norman returned as if from a deep sleep. and like a dutiful son, covered up all traces of the crime he was convinced his mother had committed.

Not exactly. A man who dresses in woman's clothing in order to achieve a sexual change. or satisfaction. is a transvestite. But in Norman's case, he was simply doing everything possible to keep alive the illusion of his mother being alive. And whenever reality came too close, when danger or desire threatened that illusion, he'd dress up, even to a cheap wig he brought, and he'd walk about the house, sit in her chair, speak in her voice. He tried to be his mother.

That's what I meant when I said I got the story from the mother. She thinks Norman has been taken away. because of his crimes. She insists she did nothing, that Norman committed all the murders just to keep her from being discovered. She even smiled a bit coquettishly as she said that. Of course, she feels badly about it. but also somewhat relieved to be, as she put it, free of Norman, at last.

When the mind houses two personalities, there is always a battle. In Norman's case, the battle is over. and the dominant personality has won.

A narrower corridor in the rear of the building . In f.g. of shot , we see a door , the top half of which is wire - covered glass . A GUARD in uniform is posted by the door , looking reprovingly at the two or three people trying to get a glance into the room . The Police Guard , carrying the blanket , comes down this corridor , goes to the door . CAMERA MOVES CLOSE . The uniformed Guard opens the door , allows the man to go in . Shot is RAKED so that we can not see into the room . After a moment , the Guard comes out and the uniformed Guard closes and locks the door and we

The walls are white and plain . There is no window . There is no furniture except the straight - back chair in which Norman sits , in the center of the room . The room has a quality of no - whereness , of calm separation from the world . The Police Guard has placed the blanket on Norman 's knees . Norman , as we come upon him , is lifting the blanket , unfolding it . His face , although without makeup and without the surrounding softness of the wig , has a certain femininity about it , a softness about the mouth and a kind of arch womanliness about the brows . Calmly , Norman places the blanket about his shoulders , as if it were a cashmere shawl . CAMERA REMAINS in a position so that our view of Norman is a FULL ONE . When the shawl is in position , and Norman is settled , we HEAR , OVER SHOT , the voice of his mother , coming from the calm of his thoughts .A fly buzzes close , and then continues buzzing and flying about Norman 's face .Norman continues to gaze ahead into nothing . THE SWAMP As END TITLES FADE IN , we see the swamp , the chain of a tow - truck . The chain is attached to Mary 's car . The car is coming out of the swamp . FADE OUT THE END

ON a pair of black Dexter penny loafers diligently pedaling an old Schwinn mountain bike . ADJUST ANGLE now to meet the bicyclist . He 's African - American . Anywhere from 33 to 40 . Wears wire - rim glasses , a fresh white oxford shirt , creased slacks and a solid green tie . An unobtrusive figure , at once familiar and yet undiscerning . The type you 'd pass on a sidewalk and never even notice . He 's TREVOR GARFIELD . ADJUST ANGLE FURTHER now to reveal the upper promenade bike path and a dramatic view of Lower Manhattan behind him . Morning sun glimmers off the Trade Center towers . Trevor 's shadow skitters along the wooden path , 160 ft. above the East River . A fat briefcase , strapped to the back of his bike , rocks back and forth as he pumps the pedals . FROM ABOVE now a sweeping view of Trevor , alone on the bike path , a speck , suspended above a sea of rush hour traffic on the bridge below .

A wrought - iron train trestle covered with graffiti shakes as an `` EL '' TRAIN ROARS overhead . Trevor races parallel with it along Atlantic Avenue . Every city block becomes more and more rundown .

A cyclone fence frames the stalwart face of the old three - story administration building . Ubiquitous gray patches of paint fail to cover where taggers have most recently left their marks . The ASSISTANT PRINCIPAL , a black man with a booming voice , barks at late - comers who are about to be tardy .SUPERIMPOSE : ROOSEVELT WHITNEY HIGH SCHOOL - OCTOBER 1994 The Assistant Principal , attention diverted , does n't even notice Trevor as he enters on his bike and races down the sidewalk in front of the school . With all the prompting , students still do n't seem to be in much of a hurry .

. Let's go, people! Tardy lock - out starts in one minute! Get your butts in gear! One minute, people! Move it!

as Trevor squeezes through the doorway past students being processed through card readers and metal detectors and turns down the main hall .

With a glance over his shoulder , Trevor hops back onto his bike and pedals it down the middle of the corridor . STRAGGLING STUDENTS either ignore him or look at him like he 's insane .

As Trevor reaches the end of the main corridor . and steers his bike down the stairs .

Trevor coasts skillfully down the stairs and emerges onto the bottom floor of the school . He pedals away toward the other end of the corridor .

A crowd of 10th graders loiter outside Trevor 's room . Seeing him coming , they stir to life with a flurry of taunts . Trevor chooses to face all dissension with a smile . As Trevor hops off his bike and unlocks the classroom door , he notices two lovers making out in the hallway .TWO STUDENTS make passing comments .Trevor offers a pleasant greeting to the two lovers .Trevor enters the room , but ducks his head back into the hall .

Let's get started. August and Tywan, you pass out the books. Thank you, gentlemen.

The purpose of the bicycle is to demonstrate the principle of centripetal force. That's the opposite of the force we studied yesterday, which was.

Centrifugal force. Centripetal force is where the acceleration of a body moving in circular motion is directed toward its center by an opposing force, thus creating momentum that constrains the body to its circular path. Like a gyroscope.

Okay, hold the bike steady with your knees. That's it. Seat positioned against your chest.

Okay, now crank the pedals and get that back wheel spinning about 180 R.P.M.

One - Eight - Seven is a penal code number for murder, Walter. Means the same thing as T - O - S. ` Terminate On the Spot.'

The book belongs to Dennis Broadway. He's a known gangster, Walter - a ` Five Percenter.'

I do n't think this kid's ready to deal with the consequences. I think he wants me dead.

. If you're listening, God, please help me today. All I ask is a chance to do my job. t ` do the job you put me here to do in the first place.

Please help me accept those things I can not change. and give me strength to change those things I can.

The point I'd like to make is this. Anyone here can be a scientist.

A scientist is like a detective. He investigates data. He scratches the surface of things he does n't understand to see what's underneath.

That's alright. You do n't need to understand something to answer a few simple questions about it. Every one of you is capable of decoding data. Watch.

For future reference, anyone who disrupts a class, or in any way infringes on the rights of others to get an education, is subject to disciplinary action.

When I'm here, ladies and gentlemen, I expect to be treated decently.

. hopefully in an atmosphere of mutual respect. This classroom is our sanctuary, yours and mine. Respect it.

I taught seven years in the Bedford - Stuyvesant section of Brooklyn. Roosevelt Whitney High School.

They put ` im upstate in a facility until his twenty - first birthday.

Okay, someone tell me the difference between the central nervous system and the lymphatic system?

- Nartinez. Central nervous system and lymphatic system. What's the difference?

Do me a favor, Cesar. Go get a paper towel from the counter and wipe off your desk.

And Mr. Littleton, please oblige me and turn that tagger shirt inside - out.

When they say they wan na kill you, you'd best take it serious. This kid was an O.T. - Opportunity Transfer - but nobody told me until it was too late.

Sergio Arrellano. Blanca Orantes. Andrew Blackwell. Benny Chacon.

Eskander filed for stress leave. They want me to finish out the semester.

Sometimes. There's this passage in God's Lonely Man by Thomas Wolfe where he says,'. The whole conviction of my life rests upon the belief that loneliness is the central and inevitable fact of human existence.' I believe that.

Actually, that was n't the toughest part - it's the robbery that's been hardest to recover from.

My passion. My old, unguarded self. I resent that. I want them back.

Since some of you seem to have an interest in anesthetics, I've prepared a little demonstration.

Rita, would you bring me a sugar cube from the shelf over there?

Settle down, everyone. We all have to learn how to forgive and get along. C'mon, Cesar, read. Please.

Young's rule says, divide the age of the patient by the patient's age plus twelve, giving us the fraction of the adult dosage suitable for the patient. In Snowball's case, I've calculated the dosage necessary to tranquilize a one - year - old child. then further divided that fraction by 30, based on his weight, to arrive at.002 milligrams.

Okay, anyone who did n't finish answering the questions on 246, finish them for homework.

Pretty much been like that since. you know, my accident. Has nothing to do with you.

For the record, I primarily suspect Mr. Sanchez. Although I would n't be surprised if Stevie was an accomplice.

Beginning of sixth period, Cesar admired the watch. I believe his exact words were, ` Can I have it?'.

That was my grandfather's watch. Ca n't you see what they're doing? Were n't you ever a teacher?

Just cause you're a Latina does n't mean everyone's racist against you.

Okay. just stop blaming everyone else. You're too smart for that.

And every mistake in that essay is fixable, okay? So relax, it's not the end of the world.

The ideas in your essay are n't the problem, Rita. It's your punctuation and grammar.

Since you were so concerned, I though you might like to know. I found my watch.

Whadda yuh gon na tell ` im? That I broke into your locker to steal back the watch you denied taking? I do n't think so. I'd say we're even now, would n't you, Cesar?

` Want you to know, you're not the only one risking a reputation here. Normally I do n't tutor students at my house.

Rita, maybe you can clear something up. Can you explain to me what machismo is all about? Cuz this whole respect/code of honor thing baffles me.

Why do n't you go ahead and copy the first rule there for the verb ` to be.' Can you do that for me?

From now on I think the best thing for us to do is meet in the library.

Senora Sanchez? Soy el senor Garfield, Profesor de ciencia de Cesar.

Se que es tarde. Ojala no este estorbando nada. Me permite hablar con usted por un momento? subtitles. -RRB- I know it's late. Hope I'm not disturbing anything. May I speak with you a moment?

Enjoy hitting your mother, Cesar? You must be proud of yourself.

You would n't happen t ` know who vandalized bungalow eighty - six last night?

Garcia may not think there's enough here to prove anything. But you and I both know who's responsible. Do n't we?

I know about what's not fair. I left part of my lung in a damn hospital because some gangbanger did n't like the grade I gave him. Sometimes you do all the right things. You work hard in school. get a good job. pay your taxes. Things still go bad.

Wan na get some Chinese later? There's a new place in the Valley Center. ` Spose to be pretty good.

. I should probably correct papers anyway. Some of these bungalow kids actually care about a grade. Even Cesar's doing better. Today, for the first time since I took over for Eskander, he actually did his work.

Today Cesar Sanchez was a success. Maybe for the first time in his life.

. I was just thinking, since your essay's about gangs and getting away from their influence, you probably could've left some of those double negatives you like so well.

But it's like rap or hip - hop. Correct all the grammar and it loses its impact.

It's a good essay, Rita. You put a lot of effort into it, it shows.

. Ms. Quinn was telling me she picks two seniors each year to read their essays at graduation.

In your case, irony. Refers to King Pyrrhus. Never mind. Look it up sometime.

Benny was no saint, Ellen. This is a kid who terrorized half the school. He even broke into your house. Maybe we should think about that ` fore we shed any tears.

Do you believe for every troubled kid like Benny there's one or two others just waiting to take his place? Like Cesar. or his friend Stevie.

Sometimes a person just runs out of bad choices. Then he's got ta pay a price. What happened to Cesar was inevitable.

We make choices in life and we live by'em. You and I chose to be teachers, to stand on principle. Benny and Cesar, they're takers. They want what they want, and they want it now.

I'm sorry but everyone ca n't always get what they want. Sometimes you got ta take responsibility for your actions. Have you ever been ready to die for a fundamental principle? They have n't. You think those punks would die protecting your Civil Rights?

Did you know Cesar hits his mother? Steals money from her purse? Did you know that?

Cesar. Jack was provoked. It was n't an accident, Ellen. Cesar killed him.

I want you to come back to school, Rita. You ca n't afford to miss finals. They wo n't let you graduate.

That's not true. You're so smart, Rita. Do n't you know that? You have an opportunity here to change your life. Please do n't throw away everything we've worked for.

You gon na let your homies defend your punk ass, Cesar? You gon na let me dis you? I pulled three times, you pussy, you leva, you coward! Lessee you pull one. C'mon, be a man! Get some respect back! Do it!

You think you got respect now? Your kinda respect is bullshit. Only thing you honor is stupidity. You ready to die for stupidity, Cesar? I am, if it'll teach you somethin'. See you ca n't kill me, homeboy. Yeah, my body. but what I am, who I was? That's been dead for over a year. And I'm never gon na get it back - no matter how many of you I get rid of. I realize that now.

Yeah, but is n't that what you respect? Bein' loco? Do n't listen to'em, Cesar. If you gon na live stupid do n't do it half - assed - take it all the way. Take your turn. Pull the trigger.

Walls are covered with assorted science posters . Styrofoam nuclei dangle from the ceiling . Trevor unstraps the fat briefcase from his bicycle and sets it on a metal stool next to his desk .Auggie and Tywan do n't budge .The majority of students are n't even paying attention . A group in the back is already starting a card game .No response , but it does n't phase Trevor . He removes the front wheels from his bike .Hoots and laughter .Tywan and Auggie are busy talking in the corner . They still have n't passed out the books .Tywan , solidly built like a Rodin bronze , saunters over .Class quiets but only marginally .Tywan sits and Trevor hands him the upside - down bicycle .Tywan glances over at Auggie and starts to laugh .A skeptical Tywan starts to crank the pedals , but he 's not pedaling hard enough .Tywan cranks the pedals harder now . Trevor back - pedals over to the textbook shelf and randomly selects a physical science book -LRB- but does n't open it -RRB- .A paper airplane sails past an oblivious Tywan . He cranks harder and harder until he 's sweating ham juice . Now , he impales Trevor with a befuddled squint .A thin smile of confidence from Trevor now .Tywan does and immediately the wheel pulls him to the right , causing the stool to slowly spin on its axis .Trevor flickers a smile as Tywan 's spinning starts to draw the attention of the rest of the class . Now Trevor refers to the physical science book in his hand . Smile on his face immediately fades . INSERT : Physical science textbook . In magic marker . The large number 187 has been scrawled across every page . Trevor flips through the book . He checks the front page to see who it belongs to . Juxtaposed to Trevor 's distracted state , the class is now focused on Tywan 's achievement .

One of the fluorescent lights overhead flickers . The place is deserted except for a custodian who pushes a cresting wave of trash ahead of his broom . Now Trevor heads up the north stairwell at the far end of the corridor . He clutches the desecrated physical science book . A student slides down the banister past him .

A PUERTO RICAN WOMAN prods a group of gangbanger wan na - bes . Two of the teens hover over a Sony Walkman , sharing the earphones .A 10th grade counselor 's office opens and a student emerges . Trevor walks directly in .WALTER -LRB- Anglo ; 52 -RRB- is a disheveled middle - aged counselor . A lifer . He chews on an empty smoking pipe as he glances through a student `` cum '' -LRB- cue - mm -RRB- .Trevor sets the book down on Walter 's desk and nervously adjusts his glasses .Walter opens the book .Walter snaps the book shut and looks up at Trevor . That 's all ?Trevor exhales a sigh of resignation .Walter 's caught between a rock and a hard place . His instincts lean toward self - preservation .Trevor resigns himself to the fact that he 's come to the wrong person for support .Trevor 's bemusement holds us .

Okay, fellas, off the table. Put the Walkman away. I said put it away.

For chrissake, I know what it stands for. Look, kid probably heard it in a rap song. Does n't mean anything.

Garfield, if I had a dollar for every time a student threatened faculty. Do n't you think you're overreacting a little?

Look, I'm not obligated to track you down every time a transfer student comes through here. You want confidential information like that, come look it up in his cum.

If he gets through the semester without a fail then he gets to go back to Nixon, so what?

So he blew his opportunity. Now he has to learn to live with the consequences.

Hey, I'm on your side, Garfield, but my hands are tied. Kid has a right to his privacy. Know what your problem is? You're an idealist.

You only see what you wan na see, that's what's wrong. On one hand you think someone's trying to kill you. On the other hand you actually believe kids are paying attention in your classes.

Tell you what, as soon as I get a chance I'll summons the kid. Promise.

Trevor retraces his steps back up the empty corridor as the passing BELL RINGS . Within seconds the corridor is teeming with teenagers . Into SLOW MOTION now . MANEUVERING THROUGH the crowd to DISCOVER DENNIS BROADWAY -LRB- 16 -RRB- . About ten paces behind . His Snoop - Dogg Afro frames a gold earring and a pair of deep - set eyes filled with vitriol . Oblivious of Dennis , Trevor presses on toward the north stairwell . VARIOUS SHOTS OVERHEAD and THROUGH crowd as the gap between Dennis and Trevor narrows . Every facial expression , every blink of an eye , all magnified a hundred times . Broadway 's right hand is wrapped in a dirty white handkerchief as he reaches into the front pocket of his baggie Solos and pulls out a block of wood with a ten - penny nail imbedded in it .

Trevor 's heavy eyelids blink as he slowly glances up into a parabolic mirror on the wall . A silent , paroxysmal terror registers on his face . In a parabolic mirror , the blurred image of Dennis Broadway , pushing hard toward a conclusion now . BACK TO SPEED as Dennis explodes forward , body blocking Trevor from behind , pinning him against a wall and sending the `` 187 '' textbook flying . He rams his weapon into Trevor 's back . In a SERIES OF RAPID - FIRE CUTS , filtered sunlight shimmers off the sharpened nail as it slashes downward . A barrage of stabbing motions , tearing at cloth and flesh . Trevor 's backward flailing arms are ineffective in blocking the frenzied stabfest . Downward slashing , again and again . 10 times . Aftermath . As quickly as it began it 's over . Dennis Broadway slams open an exit door and is gone . Students scatter like cockroaches . An eerie stillness lingers . Trevor Garfield is lying on his back now in a pool of blood ; black plastic framed glasses in pieces on the floor ; lifeless arms spread out at his sides . His rheumy , unblinking eyes stare upward into infinite space . Breathing is the major focus of his concentration now as we SLOWLY MOVE IN ON his face . HOLD and now .

SUPERIMPOSE : LOS ANGELES - SAN FERNANDO VALLEY , SEVENTEEN MONTHS LATER It 's a tiny one bedroom house in the East San Fernando Valley . A chain - link fence surrounds the perimeter and a large olive tree shades the neatly - mowed front lawn . And in the back there 's a wooden tool shed that borders a narrow alley .

In the predawn light a terra cotta angel stands guard over a bookshelf .

Stillness . Now the PHONE RINGS . A shape in the bed stirs . A desk lamp flickers on , illuminating the phone . Trevor 's hand reaches for the receiver .

` Morning, Mr. Garfield. This is the Sub Unit. Are you available for work?

There's a science class in the Valley at John Quincy Adams. It's a four day assignment. Teacher's name is Eskander.

We hear what God hears over the following . A -RRB- IN SHOWER Trevor hangs his head under a torrent of soothing water . B -RRB- TREVOR Ceremoniously , he irons a shirt . and polishes his shoes , a broad scar shows across the back of his hand . C -RRB- ANOTHER ANGLE His pressed slacks and tie hang meticulously over a chair as he gets dressed . D -RRB- CRUCIFIX Now Jesus Christ looks down on Trevor from his crucifix on the bedroom wall .

Traffic bottle - necks as students cross in front of cars , and big yellow L.A.U.S.D. buses pull in . The green lawn is scattered with students -LRB- about 65 % Hispanic -RRB- . Compared to the scarred , institutional look of Roosevelt Whitney , the face of John Quincy Adams is unblemished . -LRB- This is your own backyard , not the inner city -RRB- Sagging pants -LRB- Dickies , Ben Davis -RRB- and oversized jackets -LRB- County Bens , Duke , Georgetown -RRB- are represented . The different socio - economic and ethnic groups stick with their own kind ; the IHPs -LRB- Individual Honors Program -RRB- , the taggers , the Gangbangers , the Asians , the Armenians .

Anglo boy , Stevie Littleton , gets out of his mom 's Lexus in the school parking lot and walks towards school .

Trevor sits behind the wheel of his Rambler . Watches a passing parade of students with detachment .

Trevor , fat briefcase in hand , crosses the front lawn . He 's not the same Trevor we met back in Bedford - Stuvyesant . Withdrawn , guarded , he manufactures a cautious smile at students in passing . Trevor now approaches VICTOR SIFUENTES , a young plain - clothes narc , who intermittently wands students with a metal detector at the front doors . FAVOR a kid now who wears a baseball cap with an emblem on the crown that says `` Fucd . ''The kid grudgingly reciprocates , handing over his cap .Trevor produces his blue employee card .

Okay, you want the Main Office, straight ahead. Check in with Mrs. Ford.

Trevor wanders up the crowded corridor . Along with his briefcase he now carries a sub folder that contains a homeroom roster , lesson plans and seating charts . A sporadic row of teachers , like weary sentinels , stand outside their classrooms . TEACHER # 1 is an insipid woman in her mid - forties . She 's overweight and wears too much make - up .Her comment weighs on him as he resumes his winding path through the bustle of students headed for first period .

All the way out, next to the parking lot. Last bungalow on the left.

Glancing through open doorways . Observing the inner life of various classrooms in passing . sees students watch - ing TV , teacher ignores them .

ANGLO MALE , 39 , slouching behind his desk , attempting to read a newspaper but distracted by an offstage commotion .

On the opposite side of the corridor . we can hear Ellen Henry 's voice before reaching her doorway . All brightness and light , full of enthusiasm .Now we see her through the doorway . ELLEN HENRY -LRB- TEACHER # 3 -RRB- . She 's thirty , Anglo , and non - tenured . At the front of the class ten students stand linked together , arm - in - arm , in a human chain . WILLIAM -LRB- 15 -RRB- sits behind a computer in the front row struggling to decipher the problem .William remains puzzled . The chain of students delight in chiding him . `` C'mon , Beavis ! '' .Ellen attempts to bisect the impulsive chain of students with a double - handed karate chop . Fickle chain that they are , they resist .Now a SLOW MOTION fleeting moment as she catches Trevor 's passing gaze and openly smiles at him .

. EEEEgghh! Wrong. William, you know this. C'mon, how do you find the pound sign? What's the fastest way?

Clever. Listen, I wanted to apologize for jumping up like I did at lunch. I was just feeling a little weird.

I think it takes a lot of courage to go back into a classroom after something like that.

Last week Benny and his tagging crew had Ms. Eskander pinned in the corner over there.

. She's seven months pregnant and he's tormenting her with a broom handle. Can I help you with those?

So anyway, Gloria kicks Benny. and if the district construes it as assault and battery on a student, she's gone.

In a heart beat. She's non - tenured, they do n't want to get sued.

Do n't be surprised if she files for stress leave by the end of the week. Too bad, too. She's a good teacher.

Did you know Benny's an O.T? In less than a year he's been convicted of felony assault and suspended twice. I even testified against him as a character witness. Now I get to see him every day in homeroom. I'm stuck with him. Condition of his probation is that he stay in school.

Many times. Three weeks ago, Garcia calls Benny's mother in for a conference, but she refuses to show up. She's afraid they'll deport her because she's illegal. So she contacts the A.C.L.U. and some attorney tells her she does n't have to come in.

This kid's threatening me and all he's worried about is a lawsuit.

I think so. Someone's been phoning me at night and hanging up. Two weeks ago, my car was broken into. And last Friday, I think he was inside my house. But I ca n't prove it.

Listen, I never thanked you for letting me cry on your shoulder.

You know what they say. Be careful what you pray for. Do n't get me wrong, Benny's made my life a living hell. I even moved back in with my mother because of him. I love my mother, but if I eat one more dinner off a TV tray or watch one more rerun of ` Wheel of Fortune,' I think I'll lose my fucking mind.

Especially after spending a year in and out of a hospital, I would guess.

They're still there. Everybody around me seems to have given up. They're all so beaten down. But you're different. You refuse to be beaten.

. That would have to be Daniel Terrazas. This was last year sometime. Kid was failing miserably. But he was the best Salsa dancer in the whole school.

Yep, double standard. By the way, did you know Cesar Sanchez was Special Ed?

Yep, he never should've been mainstreamed. His I.E.P. says he's L.H. but he acts more like S.E.D.

Come on, Garfield - on your feet. Lem me teach you how to Salsa.

That's it. Okay, follow me. It starts on the one. Step forward with your left foot. One. Change weight on, two. And three, feet back together. Now do the same in reverse, starting with your right foot.

Did n't scare me. It just surprised me. Thanks for dinner. I had a good time.

Now, can I ask you a favor? After you're done with Hyland, can you give me a ride to my car? It's at the mechanics, about five or six blocks up Lankershim. If you ca n't, it's okay, I can walk.

Oh, you should go sometime, Trevor. I think you'd like it. Really. It's only an hour by air. Maybe five or six by car. Completely different attitude from L.A. Much more like a real city. like Chicago or New York.

Only problem is I hate to leave Jack with my mother for any extended period of time. I'm afraid she'll forget to feed him and he'll starve to death.

. I ca n't talk to you right now, Trevor. Please. I'm so upset I ca n't even drive. I just need some time alone.

Before getting side - tracked with viruses and T - S - R programs, we were talking yesterday about E - Mail.

If you click - on the mail icon in your tray, you'll be ready to send and receive mail. My computer's already set - up. Everyone go ahead and click the white envelope in the lower.

To retrieve your mail simply double click the top item in your mail list.

Since we're all a part of the same network, we share mail. so go ahead and do that.

You're right, Stevie. I ca n't afford to live in a big house south of the boulevard. Like you do.

She said he has some pockmarks on his chest ; from a bad case of chicken pox. And there's a bar - code tattoo on his neck.

If you had any idea what I've been thinking lately. you'd think I was crazy.

. Remember that John Doe they found in the L.A. River. Turned out it was Benny.

Trevor rinses his face at the sink as Victor Sifuentes ' head speaks to him from above one of the heavily graffitied stalls in b.g.

On a MEANDERING COURSE , MERGING with Trevor now . Increasing evidence of tagging , and bands of wandering students , indicate a higher degree of disorder the further one gets from the Main Office . FROM ABOVE NOW , like Algernon and his maze , Trevor negotiates his own path deeper and deeper into the configuration of bungalows . And Trevor 's trepidation . Eyes discerning every passerby . His PULSE AUDIBLY RACES , senses heightened . SHIFTING INTO SLOW MOTION AGAIN . And the reverberating SOUND of a SPRAY PAINT MARBLE as Trevor rounds a corner and comes face to face with three tag - bangers concealing spray paint cans inside their oversized jackets . One of the taggers locks eyes with Trevor as he passes , a slow premonitory burn . The tagger has a `` skin tight '' -LRB- pelon -RRB- hair cut and a string of black rosary beads around his neck . A barcode tattoo on the back of his neck identi - fies BENNY .

Behind the bungalows , adjacent the delivery gate . Meet DAVE CHILDRESS , a forty - something ditto - head . The residual effects of a hangover linger as he sneaks a cigarette before first period . He wears a faded Hawaiian shirt and Huarache sandals . An old military tattoo emblazons his left forearm . As he crushes out his cigarette , something catches his eye .

Thru a chain - link fence we see a handful of cholo - types loitering around the shed . Childress investigates . As he approaches the fence .Homeboys scatter in all directions , some hop the chain - link fence , others scurry out a narrow gate behind the shed . Childress weighs an amused smirk . Now out of nowhere a gangbanger lurches from the shed , buttoning his sagging Dickies and tripping over his own feet . He scrambles out the back gate and is gone . Childress , curiosity piqued , now enters the compound through a tear in the fence .

See, you zigged when you shoulda zagged. Course it's not your fault someone jacked the number off my door. Keep askin' Garcia to fix it but all I get is ` nada.'

Know what I think? I think that Chacon punk's the one who opened your bungalow this morning.

First homeboy that gives you the slightest bit of trouble. send ` um tuh Larry Hyland. He's their counselor. Right off the bat, yuh have to sacrifice one. Let ` um know who's boss. Show some balls.

And do n't look for support from the administration. Most of'em have n't been in a classroom in ten years. They do n't know shit. I got tenure and I'm still out here in the damn bungalows. I should be in the ` A' building with a nice air - conditioned room.

Roosevelt Whitney? Did n't some teacher get stabbed to death there last year?

No, it was on ` Sixty Minutes.' Some gangbanger stabbed this guy with a ten - penny nail like a dozen times in a hallway and.

Holy shit, Garfield. When was that? December before last? No, it was fall.

Whadda schmuck. I'm sittin' here givin' advice to a man with a purple heart.

Lem me tell yuh somethin'. In my book you're a fuckin' hero. Damn straight.

That all? They shoulda caned the bastard. Like they did that kid in Singapore. Remember?

President of Singapore had a few choice words. Use to have it memorized. He said something like, ` When a state of increasing disorder and defiance can not be checked by the rules. then new and sometimes drastic rules have to be forged to maintain order.'.

Whoever did this is gon na pay! Better believe it, ese -LRB- s. -RRB-.

. Do n't you know it's not polite to point at people. Everytime you point a finger at someone else.

Lil' bastard's a tweaker. He's a speed freak. You did n't know that?

. The wife would n't let me drive my own car. Ai n't that a bitch?

I had the same situation ` round the time of that ` Night Stalker' thing. Remember that? Whole city was scared shitless. My wife was convinced the frickin' mailman was the ` Stalker' for about a week there.

Some mental giant in my 4th period starts this rumor, see. Childress is the ` Night Stalker.' Right?

. Idiots. Even after they caught that Ramirez jerk, I'd still hear those fucks'. They got the wrong guy. Childress is the Stalker, ese.'

This one's from Czechoslovakia. It's a C - Z.22 automatic. Ten round clip. Glow - in - the - dark sights.

. Then we got ta custom Smitty, 9 ` milli.' With extended grip. These Smith & Wessons kick like a mutha.

Now this one's special. A Glock 21. Lightest gun in the world. The barrel and firing pin are metal. See. Everything else on it's plastic.

` Course you can never be too prepared. My pukey lil' Davis.380.

. But you already know that. Did n't think I was payin' attention, did ` ja? Shoulda seen the look on your face.

Now, Jose, if I've told you once I've told you a hundred times, stay in your cotton pickin' seat.

Have n't you ever just wanted to blow one of these little bastards away?

. Speaking of blowing, you ever wan na fuck a high school girl, Garfield?

` Caught yer girl, Rita, bustin' a train out in the ` utility' shed couple months back. Swear to God. She had at least five or six cholos lined up back there.

I know you been laughin' at me behind my back. I'm talkin' about screwin' high school broads and you're givin' off this self - righteous attitude like your shit do n't stink.

Tell me the truth now, Garfield. Did yuh do it? C'mon, I wo n't tell. Did yuh whack Benny? Whadda ` bout Cesar? That was generous, only taking his finger. I woulda cut off his balls.

As Childress pokes his head inside he discovers . Rita Nartinez , seventeen . braless . A niobium belly - ring piercing her navel . She pulls a dark blue sweat shirt on over her head . Glances up at Childress . Masks her shame with a defiant smirk . -LRB- Behind the heavy eyeliner and baggy pants of a chola , Rita 's really nothing more than a little lost girl . -RRB-

Trevor flicks on the lights , exposing bare , colorless walls and closed venetian blinds . His breathing 's slightly labored as he sets down his briefcase . His back faces the mob of students that trickle in now as he takes a surreptitious hit off an inhaler . Almost instantly his breathing returns to normal . Now he shuts his eyes and prepares to conjure up the dormant enthusiasm he used to have . Takes a deep cathartic breath . Now he digs a file folder out of his briefcase , opens it , selects a dispatch and approaches the blackboard . BELL RINGS as he picks up a piece of chalk . and begins . First he writes his name in the corner of the blackboard . Now he moves to the center of the blackboard and begins to write per the file folder in his hand . `` GLIS WAS VERY FRAPPER . SHE HAD DENARPEN FARFIE 'S MARDSEN . '' No one pays much attention . Back still facing the class .Now one or two students begin to notice the indecipherable gibberish he is writing on the board .Trevor mentally blocks out the salvo of grunts , groans and expletives . With each subsequent stroke of the chalk he is exorcising his demons .Turning to face the class now .A handful of students take their seats .a grudging buzz of confusion .Barsek -LRB- the class clown -RRB- breaks in .Trevor quiets a harmless barrage of , `` Bart , '' `` sit down '' and `` Armenian Power sucks '' .A wisp of gratification flickers at the corner of Trevor 's mouth .-LRB- The following is read in fits and starts and accompanied by diminishing laughter and ridicule . -RRB-A unanimous `` No . '' Trevor can see the light at the end of the tunnel now . He 's back in the zone .Trevor writes question # 1 on the board . 1 . WHY WAS GLIS FRAPPER ?The Asian Girl , into it now , tentatively raises her hand .Asian Girl 's POV as she studies the first two sentences on the board .Trevor reads and writes question # 2 on the board . 2 . WHAT DID GLIS PLIMP ?Before Trevor can finish writing the question , an unidentified voice blurts out , `` He plimped a Ho . '' Scattered laughter . Trevor grimaces , shakes his head . Now attempts to add the question mark at the end of the sentence but the chalk breaks , causing dissension .Trevor hastily rifles through the teacher 's drawers . A startling discovery abruptly halts his search . CLOSER now INTO a brown paper bag Trevor has opened . Inside the bag is a .357 Magnum . OFF Trevor 's narrowing gaze , an offstage voice interrupts .Trevor lifts his head to see Dave Childress standing in the doorway of the bungalow . Trevor shuts the desk drawer . You can hear a pin drop . Childress piston - chews a wad of gum as he approaches Trevor .Childress weighs a shit - eating grin as he glances at Trevor 's name on the board .Some students brave a laugh at Trevor 's expense .Childress now places a patronizing hand on Trevor 's shoulder and steers him toward the window blinds .Childress draws the blinds on one of the windows exposing another bungalow across the way .

Glis was very frapper. She had denarpen Farfie's Mardsen. She could n't galp a giberter for Farfie. Instead she wharked to plimp a mardsen binky for him.

In complete disarray . Students clutter the doorway as wads of paper intermittently zing past them .OFF Trevor 's unflinching stare .

The bungalow was originally designed for lab science : glass - encased cupboards , a caged white lab rat on a side counter , an 8 ' by 3 ' counter top -LRB- island -RRB- at the front of the room , including a built - in sink and butane gas valve . Students crowd the opened windows on the far side of the room . The chaotic atmosphere centers around one student . Benny Chacon -LRB- 18 -RRB- , the tagger we met earlier . Trevor 's back to square one . He struggles with trepidation as he steps into the doorway of the bungalow and hesitates . A young black girl , LAKESIA STEWART -LRB- 16 -RRB- , stands near the doorway . She cradles a realistic looking E.N.A.B.L. baby -LRB- Education Now And Babies Later -RRB- .Trevor takes a peek at the doll .Crowd at the windows begins to disperse now , finding their seats , except for Benny who does n't budge . Trevor approaches , gazes out the window , eyes sizing up the situation .

It's not real. We're studying teen parenting in home - ec.' It's computerized, so it cries and shit.

Mr. G, those guys that jus' walked out are n't even in here this period.

Scattered on the blacktop between the parking lot fence and bungalow # 86 are 35 science textbooks .

Benny plays with the black rosary around his neck . Responds with mock ignorance .Class erupts with laughter . A wad of paper sails past Trevor and out the window .Benny now finds a seat . Trevor follows him .Class laughs . Trevor refers to the seating chart -LRB- inside the sub folder -RRB- in his hand but Benny 's not sitting in his proper seat . Benny indicates a 2 '' by 3 '' monitoring device strapped to his ankle .Suddenly three students across from Benny -LRB- the other three taggers we saw earlier , Cesar Sanchez , Stevie Littleton and Paco -RRB- stand with bold impunity . All are 17 . Cesar has a buzz - cut , Stevie 's an Anglo speed freak with a runny nose and a bleached one - clip haircut -LRB- roots showing -RRB- and Paco , a Latino .Cesar , Stevie and Paco ignore Trevor and walk out of the bungalow . Their departure is accompanied by a tumultuous outburst of catcalls and whistles .Benny turns his wrath on Trevor now .Scattered laughter . Trevor closes the sub folder and just looks at Benny .Trevor just stands there , studies Benny . A palpable beat .There is dead silence as Benny stares Trevor straight in the eye . Trevor stares right back .Trevor turns and calmly walks back to the island counter , searches and finds a referral slip in one of the drawers , fills it out .Benny has a smirk on his face as he sashays past Trevor with the referral slip .Benny , a self - aggrandized exit , crumbles the referral slip and tosses it at Trevor , hitting him square in the back . Like a reflex , Trevor whirls and ducks . Students laugh at his heightened reaction .

Eh, G. know what dat means when a homeboy calls you ` G'? Dat means gangster, homes. You a gangster, maestro?

See dis? I'm already on house arrest, homes. Ai n't nothin' more you can do to me.

Hey, you ai n't no real teacher. Fool, you're nothin' but a sub. T'ink yer so cool. You mus' be ` Mr. culo.'

Ai n't none a' yer damn business. To put God on me, okay? Why do n't you jus' go sit down and read yer newspaper. Wan na - be, mother fucker.

We see kids at an armored Coke machine . PAN OFF machine to see kids at lunch .

Trevor sits by himself , lost in stirring a bowl of soup . He observes a talkative clique of teachers at the far end of the table , including Teacher # 1 . Now Dave Childress sits down , disrupting Trevor 's solitude .Dave bites into a messy sandwich as he skims the front page of a newspaper that someone left behind .Trevor does n't say a word . Just keeps stirring his soup . Now notices Ellen Henry as she enters and joins the food line .TREVOR 'S POV - ELLEN AND CASHIER The cashier -LRB- Armenian girl , 15 -RRB- is one of Ellen 's students . As Ellen pays for a sandwich .BACK TO TREVOR AND CHILDRESSTrevor slides Dave a glance .Trevor shakes his head as Ellen Henry takes the empty seat at the end of the table , smiles at Trevor .As they shake right in front of Childress ' face he ca n't help noticing the mean scar on the back of Trevor 's hand .There 's something familiar about this sub .Childress looks from Trevor silently stirring his soup down to the scar again . and now it hits him .Ellen blanches .Inexplicably , she gets up and leaves . As Trevor watches Ellen go , Childress slides closer to him .Trevor slides a look back to Dave as he eats his soup .

is inching toward the top of the hour . Closing their books and loading their knapsacks , the students talk and pay more attention to the inexorable march of time than to Trevor writing on an overhead projector .Rita Nartinez -LRB- the chola from the `` utility '' shed -RRB- sits near the front of the class . She wears her usual heavy eyeliner and a new nose ring .Class erupts . Rita enjoys the attention . Trevor turns and looks at her squarely .Trevor does n't expect anything remotely close to the right answer .A beat . Trevor looks up at her .Trevor notices Cesar Sanchez writing on his desk . Stevie cranes his neck to observe . Paco snoozes .Cesar throws back his head and jerks both hands from his desk top . Trevor walks up the aisle .Trevor looks down at the tagging on Cesar 's desktop . In one corner are the letters K - O - S , and below that the word `` cartoon . ''Cesar shrugs with a big grin .Trevor dismisses Cesar 's comments .Stevie wears a fusion T - shirt emblazoned with a giant spray can .Neither of them budge . Momentous deliberation . Now the BELL RINGS and the classroom empties in a matter of seconds . Cesar stares daggers at Trevor as he exits . Rita hangs back , the last one to leave . She does n't want anyone to see her talking to Trevor .Rita flickers an awkward smile , turns and exits . The class empties and Trevor is left staring at the empty desks where Benny and Cesar sat . WHACK - Trevor 's reverie is broken by a BASKETBALL smashing against the side of the bungalow . POV - OUT THE WINDOW A group of boys grin mischieviously at the reaction they get from Trevor . continue smashing the ball against bungalows . TREVOR shifts his gaze from them to the venetian blinds framing the window . to the clock over his desk .

It's like the central nervous system, that's your brain and spinal cord, and the lymphatic system, that's the stuff in your blood that fights diseases.

Dawg. You're a sucker. K - O - S stands for ` Kappin' Off Suckers.' Do n't disrespect my homeboy, Benny. He do n't like it. He do n't like you.

Do n't pay no attention to them. They jus' tryin' tuh fuck wit' you, Mr. G. I mean play wit' you.

. ` Young's rule formulates proper dosage levels for children and adolescents.'

. Sunland Boyz gettin' crazy, ol lady's. fucked up. Fuck dis being down shit. I wan na do somethin' wit' my life.

` Got ta make J - C next year. ` Got to! I ai n't never gon na get up outta here.

It's a gang thing. But I'm kickin' dat shit. Jus' cuz I look down for my neighborhood do n't mean I'm stupit.

She ai n't gon na pick my paper. Anyway, I do n't wan na get up in fronna all those people and make a fool outta myself.

What's it fuckin' matter?! ` At school shit's for other kids, not me!

He ai n't done nuthin' tuh me. That boy's fulla shit. What's he been sayin'?

He ai n't never touched me no ways. What's he sayin'? He say he fucked me?! He say dat?!

Get the fuck outta here! I do n't need yer damn pity and I do n't need you!

There's been a lotta talk las' couple weeks whether Mr. Garfield done those things they been writin' about in the newspaper. He once tol' me you ca n't blame everything on yer environment.

But I t ` ink you can push a good teacher too far and he might jus' go bad like anybody else.

I dunno if Mr. ` G' did all those bad things. All I know is dat teachers do n't get no respect. ` At's the simple truth. And if Mr. ` G' is responsible, well den he ai n't the only one responsible.

We're all responsible. You and me. all of us. I'm up here today cuz a him. He was dere for me when nobody else was. Thing is. I shoulda been ` dere for him too. but I was n't. I turned my back on the only person who ever cared about me.

He said if I could stand up here and read my essay it would be a Pyrrhic victory.

He told me in my case it was irony. and to go look it up. so I did.

It refers to this guy named Pyrrhus. He was a king back ` round 300 B.C.

. Pyrrhus defeated the Romans on two occasions. But those two victories lost him a large part of his army. Now whenever people say something's a Pyrrhic victory they mean it's a victory gained at too great a cost.

No way. He never asked me nothin' like that! I do n't go ` round taxing no teachers.

You broke into my locker. Dat's a serious felony, prof - eh. You caught a case for sure now.

Que? Me estas mandando? Yo soy el hombre de esta casa! Enceneme respeto!

shut up, Rosillo! You tellin' me what to do?! I'm the man in this house! you show me respect!

Fuckin' liar! Homeboy do n't never disrespec' his mother. Never. You hear me, joto?!

Whadda you, a narc? Seriously, I do n't know what the fuck you're talkin' about.

Do n't turn yer back on me when I'm talkin' t ` you, bitch. You think yer better than everybody else. Well you ai n't! You ai n't nuthin' but a whore!

What? You forget about the time in the bungalows? We all had our turn wit you, man!

What the fuck you been fuckin' a nigger for? Huh? You think he's gon na protec' you? Stop me from doin' whatever I want wit' you? Stop any of us from doin' what we want wit' you?!

You gon' do yourself, mayate. Put it to your head and pull the trigger.

I got one chance in six. I'm ` onna beat ` dis bitch. For honor, vato.

You best step off, Ms. H. Cuz you ca n't prove nuthin'. And I know you ca n't afford to lose ` dis minimum wage job' a yers.

That possible? You crush my friend's skull? Fuck ` im up wit' a two - by - four, maybe a baseball bat?

It's not the gangbangers y' got ta worry about. It's the teachers!

Maybe I ca n't prove it but I know he did it. He fucked up Cesar and he killed Benny.

as they open - revealing the clock - and just as suddenly close . TILT DOWN to find Trevor working the cords to the blinds he 's rigged over the timeplace . A FAINT KNOCK breaks his spell as he glances up to discover Ellen Henry standing in the open doorway .He sees her looking quizzically at the blinds he 's rigged over the clock .Impressed , Ellen peruses the room now with a benign gaze .Ellen flickers a grin , point taken .WHACK - the noise pulls Ellen 's attention out the window where the boys play a rough game of BASKETBALL .Trevor is trying to put some books on an upper shelf , but he 's having trouble raising his arm high enough . Ellen sees he 's in pain .She watches him struggle , then breaks the awkwardness .WHACK . WHACK . Outside , the kids continue to play . The late sun makes their violent shadows swarm over Ellen .Trevor glances up . Here 's what she really wants to know .A beat .Tears involuntarily well up in Ellen 's eyes . HOLD for an awkward moment as she collects herself .The shadows of the basketball players rage inside the bungalow .OFF Trevor 's severe gaze .

Trace the cold underbelly of the overpass . The glare of oncoming headlights flash overhead as we DISCOVER a tagging wall . CLOSER now . The wall is completely covered with graffiti . The centerpiece of the wall is a 5 ' by 10 ' multi - color `` placa '' that reads . K.O.S. ANGLING TO DISCOVER an Anglo tagger now as he defaces the `` S '' in K - O - S , covering it with his own piece . Suddenly the lone tagger feels a presence at his back . He freezes . Now slowly turns to see . Benny , Cesar and Paco . Merely shadows . Benny lights a blunt , illuminating his face . Passes it to Cesar .Cesar and Paco burst into hysterical laughter which only manages to get Benny piqued .Cesar and Paco laugh harder .He pulls a .380 or a .25 automatic out of his pocket . Brandishes it at Cesar and Paco .A BEEPER hooked on Benny 's pants pocket BEEPS . Benny shuts it off . The Tagger sees his opportunity and makes a break for it . Without a second thought , Benny SHOOTS him in the leg . Tagger crumbles to the ground . Benny 's really pissed now . Checks his beeper 's glow - in - the - dark face for the message .Cesar and Paco attempt to subdue their laughter but fail .Benny lifts a pant leg . Indicates his ankle monitor with the barrel of his gun .Venting rage , Benny walks up the wounded Tagger and STARTS SHOOTING -LRB- one hand high near his face , shooting downward -RRB- . Now he kisses the crucifix on his rosary like a sick , distorted affectation .Cesar and Paco laugh even harder now , falling all over each other . Benny storms off . He marches past a street lamp and is swallowed up by the night .

Look, I did n't mean nothin'. Lem me fix it. I can fix it. Okay?

SUBJECT CAMERA FOLLOWING Benny . Oblivious that he 's being followed , Benny walks at a steady pace . As we continue gaining ground on him , a SOUND UPCUT of TREVOR CALLING ROLL transports us to .

Amid unresponsive cross talk :Trevor gazes opaquely at Benny 's empty seat .

An eight - year - old Hispanic kid pulls a red Flexi - Flyer wagon -LRB- laden with pop bottles and aluminum cans -RRB- across weeds and cracked earth . He suddenly stops and stares at something in the weeds . Snatches it up , studies it , and tosses it with everything else . SLOWLY MOVING IN ON the wagon now . thru a thin shroud of dust as it bangs and bumps along . Even CLOSER now on the last retrieved article . It 's Benny 's ankle monitor .

Trevor emerges from Assistant Principal Ford 's office and walks up the empty corridor , without breaking stride .Trevor retraces his steps back to the door of Ellen 's plant - filled , personalized computer lab . Over the CLACKING of COMPUTER KEYS .Trevor flickers a conciliatory nod , now she averts his eyes .Now an EGG TIMER RINGS O.S. on Ellen 's desk . Back into the classroom .Realizing now that all the CLACKING COMPUTER KEYS have stopped moments ago . All eyes are fixed on Ellen and Trevor . Big knowing grins all around .

Balmy and still . ON bug zapper above garage , a churning , SLOW MOTION swarm of bugs repeatedly throw themselves headlong into the light .

MUSIC plays faintly on the STEREO . Numerous artifacts occupy the bookshelves . A primitive AFRICAN MASAI BOW -LRB- with two arrows -RRB- is mounted on a wall . Trevor , tie loosened . Ellen , in nylon stocking feet , leaning back against a couch . On the coffee table before them are dirty dishes and half - full wine glasses . Trevor 's lost in a thin introspective smile .Trevor considers the question .They both laugh .A beat .He offers a smile . Ellen returns it .Kindred souls . Ellen fills her glass .A beat . Then Ellen gets up , wine glass balanced in her left hand .Ellen spins the tuner on the STEREO to a LATIN STATION and practically yanks Trevor to his feet .Trevor grimaces , awkwardly relinquishes , as Ellen walks him through it .Trevor concentrates . Up to speed now . Technically he 's got it , he just needs to loosen up . Ellen suppresses a gleeful snicker . Now , Trevor attempts to cut loose . He spins Ellen once , into a tango step , one - two - three . Now an awkward dip , causing her glass to spill wine down the back of his shirt .He dashes toward the hallway bathroom .In a flurry , Ellen rushes into the kitchen . Flips on the kitchen light , jerks open the refrigerator and locates the baking soda . FOLLOWING now , as she MOVES STEADILY FROM the kitchen TO the hallway bathroom .

as Ellen steps into the doorway and lets out a startled gasp , dropping the box of baking soda . Trevor is bent over , scrubbing his shirt in the sink . His bare back and shoulders are scattered with brutal knife scars .

A tract house in the central San Fernando Valley . Trevor 's Rambler is parked at the curb . The house is dark except for a porch light . Trevor and Ellen are greeted by Ellen 's golden retriever Jack , who 's chained to the front porch . JACK WHIMPERS , ready to bark .Jack nuzzles up to Trevor , tail wagging furiously , no barking . Now Trevor stands and faces Ellen .Awkward silence . Trevor struggles with the urge to kiss her good night . They look at each other timidly for a moment . Now he moves to kiss her and she inadvertently adjusts her stance . The result is a kiss that does n't quite hit her mouth . It 's an awkward moment . Ellen feels horrible for him , desperately picks up a strange little plant by her feet .Trevor takes it , smiles `` thanks '' .turns and starts toward his car .

In the moonlit darkness . Trevor 's abandoned bed . The sheets are twisted and damp . We TILT UP to see a digital clock at bedside reading 2:49 AM , and Trevor 's sweat - panted figure moving down the hall in b.g.

madly pedaling TOWARD us on a bike . He wears running shoes , shorts and a Morehouse College sweat shirt and his face is contorted from the effort . He wipes sweat from his head , takes a gasping hit from his inhaler as CAMERA CRANES UP to reveal Trevor on a stationary bike in the back yard of his house , rapidly going nowhere .

His sleepless night continues . Planted at his desk . Trevor corrects a stack of science papers , like a fervent prayer . Sun peeks through the window above his desk . OVER SUBURBAN CLUTTER - RISING SUN - ESTABLISHING Then burning out to white .

It 's sweltering . A single fan stirs the air . Amidst growing disorder , Trevor stands behind the front counter . AGENDA is written on the overhead as he flips through pages of a physical science text book . Rita 's out of her seat , feeding the caged , white lab rat . Cesar , with sunglasses and typical disregard , holds court in the back of the room . He and Stevie are high . Trevor eyes them , finds what he was looking for in the book .Glances over at Rita now . Checks the wall clock .Bringing the cage over .Stevie and Paco love it .Surprisingly , Cesar does what he 's told as Trevor removes an old pocket watch from his briefcase and sets it next to Snowball 's cage .Cesar removes his dark glasses . His eyes are bloodshot and vapid .Disregarding Cesar , Trevor opens a drawer and removes two latex surgical gloves from a cardboard box . He puts on the gloves and selects a petri dish from another drawer .She does . Trevor now removes a small amber bottle -LRB- with an eye - dropper top -RRB- from his briefcase . The class starts to settle down now as Trevor pre - measures water in a pipette and adds it to the petri dish .Rita places her book on Cesar 's desk .Jeers from the class , `` Come on , read '' . `` Hurry up , Cesar . ''Rita points to the passage in the book . Cesar slaps her hand .Rita knits her eyebrows at Trevor . Cesar laughs .Class erupts .At first Cesar does n't budge . Now grudgingly he looks down at the book .Cesar heaves the book across the room : Class erupts , `` Refer ` im , '' `` Send ` im tuh Hyland . '' Trevor walks over and picks up the book . Class now settles . Watches Trevor closely to see what he 's going to do . Trevor gazes at Cesar .Cesar knits his eyebrows , puzzled . Now Trevor walks over and sets the textbook down in front of Rita .Resume the lesson now . Trevor indicates the amber bottle .Cesar grudgingly watches as Trevor places a measured drop of the liquid demeral into the petri dish and stirs the solution .Using the pipette , Trevor administers two drops of the demeral and water solution to the sugar cube , which he has placed inside Snowball 's cage . As Snowball eats the sugar cube .Having eaten most of the sugar cube , Snowball is rendered unconscious .Trevor peers at his pocket watch . INSERT - FULL SCREEN - TREVOR 'S POCKET WATCH The hour and minute hands read 2:40 . HOLD as we .

Trevor 's pocket watch now reads 2:50 .Snowball is n't moving . HOLD for an uncomfortably long moment ON the class , clustered around Trevor 's desk . The class , for once , is completely silent . Beads of perspiration form on Trevor 's upper lip as he resolutely watches the sleeping rat .Now Snowball begins to stir and the class reacts with scattered applause . A thin smile flickers across Trevor 's face . As the BELL RINGS .As students head for the doors , he pulls off his latex gloves and looks for his pocket watch . but it 's gone .Cesar and Stevie are almost out the door .Cesar heads out the door .

Trevor locks bungalow # 86 , picks up his briefcase , and along with the rest of the foot traffic , heads in the direction of the `` A '' building .

As Trevor rounds a corner and runs smack into Ellen on the opposite side of a chain link fence .Trevor keeps moving .Trevor 's tongue - tied . Now he removes the Proventil inhaler from his pocket , take an innocuous hit .Trevor nods , sustains an awkward smile .A struggle , fighting against his true feelings .Trevor stares into her eyes , a soulful , searching gaze . Now he averts a self - conscious look .Trevor just looks at her . Nods , somewhat bewildered .Victor Sifuentes approaches now .As their paths converge and they stop , face to face .OFF Trevor 's puzzled look .

A wall air conditioner . blows on Stevie and Cesar 's sweaty backs . Trevor enters , shirt equally drenched in sweat . The dead silence is like that of a courtroom . MR. GARCIA , late forties , drawn , sits behind his desk . MR. HYLAND , stands in the outer office behind a glass partition , head lowered . Hyland flashes Trevor a defeated smile as we . Trevor coolly deciphers the situation . Garcia reaches down , switches on a portable tape recorder .Trevor weighs the situation . Nods .With fervor now , Cesar turns his pockets inside out , emptying the contents -LRB- house keys and two dollars in change -RRB- onto Garcia 's desk .Stevie empties his pockets now . Nothing but a twenty dollar bill and an empty pack of Marlboros . Trevor just stares at him .Garcia hesitates , now looks to Cesar and Stevie .The boys collect their belongings off Garcia 's desk and shoot looks at Trevor as they exit . Now Garcia turns back to Trevor .OFF Trevor 's defeated gaze .

You do n't mind if I tape record our conversation. Matter of record. You understand.

Mr. Sanchez and Mr. Littleton tell me you've accused them of stealing your watch. If that's the case, I need to address the accusation.

. Let me try and explain something. I try and think of our students here at John Quincy Adams like they're my clients. I ca n't accuse anybody just on your hunches. I need more than that. I need facts.

I wo n't have another law suit like we did with that Blackwell case.

Boy's mother spent $ 400 that she could n't afford on new clothes for her son. Unfortunately we considered the clothing gang attire and sent the boy home. That cost the district a quarter of a million dollars.

So I want you to be straight with me, Mr. Garfield. Did you physically see Cesar take your watch?

Unless there's reasonable cause to show that Cesar, or Mr. Littleton took your watch then I ca n't authorize a locker search. I'm sorry. Any concerns regarding my decision, you can look up in the handbook. It's section 628.1 of the Education Code.

Afraid I never had the privilege. Teaching and being a principal do n't necessarily go hand in hand, Mr. Garfield.

The death of Benito Chacon is not gang - related. That's something you heard on the news. It's wrong. It's misinformation.

. The police at this point are n't even sure if it's a case of murder. The reason we're having this meeting tonight is to quash all the rumors floating around out there. Okay. Here's what we do know. Benny Chacon ultimately died from a drug overdose, technically it was morphine.

They're phone calls about you. Good ones. Cesar's mother told me how you tried to help him. You're evidently a good teacher. You should be commended on your efforts. However.

As much as I'd like to have you stay until the end of the year, I ca n't overlook the seriousness of certain accusations.

. Is it true you had meetings with a female student at your house?

The implications are still there, Mr. Garfield. I ca n't afford to open the door for another lawsuit. Sure you can appreciate my position.

As Trevor and Hyland emerge from Garcia 's office and walk steadily up the empty corridor .Trevor does n't respond , lost in thought .Trevor slides him a glance . They stop in front of Hyland 's office door . He unlocks the door with a key .PHONE RINGS as they enter .

If Garcia asks, your main purpose is to observe you, not the students. Excuse me, I mean his ` clients.'

Yuh have a minute? Wan na talk to you about our discipline committee. Got ta run up to the office real quick first.

He gets a little overzealous at times. like some other people I know.

Look, when I received my first Holy Communion all the boys got black rosaries and the girls got white. Trust me, there must be millions of black rosaries filed away in desk drawers from here to the Vatican.

This guy's been through a lot, Ellen. The system failed him. I do n't think any of us can really appreciate what he's been through.

Trevor weighs it as Hyland picks up the phone .Signals Trevor to take a seat .INTERCUT Trevor as his eyes idly fix on an index card box -LRB- on Hyland 's desk -RRB- labeled , `` LOCKER COMBINATIONS . '' Hyland hangs up .Trevor shifts his gaze back to Hyland .Hyland rushes out and Trevor glances back at the index box . Momentous deliberation . Now he reaches over and carefully opens the small tin box . Methodically now , he flips through the file cards until he finds Cesar Sanchez 's locker combination . Trevor 's eyes scanning the information on the locker combination card . LOCKER # 204 . Combination sequence . 08 - 24 - 53 .

Trevor 's Rambler , with Ellen in the passenger seat , stops at a large intersection .

At a right angle to Lankershim , down Magnolia Blvd. , Rita Nartinez sits alone on a bus stop bench .As Ellen continues talking we see a lowered blue Nissan mini - truck -LRB- with matching shell -RRB- pull up next to the bus stop . A cholo from the utility shed hangs out the passenger window and taunts Rita . Rita immediately stands and walks back down Magnolia . The mini - truck follows her in reverse . Rita halts and begins ranting at the cholo , waving her arms all around . Now she stomps away and the mini - truck drives away with a lurch .

Trevor 's conference period . He stands atop a ladder in the front of the room , drilling holes in the wall for a jerry - rigged camera mount . As he climbs down , Rita enters . Paces back and forth , wringing a clenched spiral notebook , English Comp . essay tucked inside .A POLAROID PHOTO drops out of her notebook . Trevor reaches down and scoops it up . INSERT - POLAROID PHOTO/DEAD GANG MEMBER IN CASKET Puppet . a young 16 - year - old cholo , dressed in gang colors , laid out in an open casket . ON TREVOR Now as he hands the photo back to Rita .Rita takes the photo back . She does n't want to talk about it .Rita collapses into a desk .Trevor tentatively picks up Rita 's essay -LRB- branded with a big red `` F '' -RRB- and begins reading it .Trevor scrutinizes her with a glance . Now back to Rita 's essay .Trevor sets the essay down on Rita 's desk . Regards her with genuine candor .Rita collects herself , wipes the streaks of mascara running down her cheeks with her sleeve . Trevor studies her for a moment .Rita pulls herself together and walks over to the island counter .She grabs a handful of tissues , dabs at her smeared mascara . Now her hair falls forward , exposing the back of her neck . and a tattoo that reads `` Puppet '' in a scrawling signature . She tosses her hair back and it disappears .He indicates the back of her neck .She inserts her `` failed '' essay inside the rolled - up spiral notebook .The passing BELL for 6th period RINGS . OFF Rita 's torn gaze .

fully mounted now on the wall above the blackboard . NEW ANGLE Every eye in the class is riveted on the camera . SETTLE ON Cesar and Stevie seated in the back of the bungalow . OFF their malignant stares .Leveling a hard look , Cesar swaggers up to the island counter . Rita watches , a bated gaze , from her seat . Trevor motions for him to come around behind the counter . Now Trevor removes his grandfather 's pocket watch from his briefcase and furtively dangles it for Cesar to see .Cesar glares at the watch , looks up at the video camera .Cesar walks out . Trevor smiles innocuously . At a stalemate now . You can hear a pin drop . Suddenly the CRIES of an E.N.A.B.L. BABY break the palpable tension .

A stilted Rita , planted on the couch . Wearing less makeup than usual . Her notebook and pens are laid out on the coffee table along with an old English grammar textbook . Trevor stands in the kitchen doorway .OFF Trevor 's mollifying nod .

A moment of self - examination as he pours a glass of Coke for Rita .

as Trevor approaches the couch , eyes focused on Rita 's soda .Now he looks up and freezes . Quickly turns away . Rita , lying on the couch , completely naked . Not sexual in the least . More like a distorted offering . Or a patient , placidly waiting for her doctor .An awkward moment . Chagrin becomes repressed sobs as Rita picks up her pile of clothes off the floor and gets dressed . This is one fucked - up little girl .Fully dressed again , remotely staring , Rita holds back tears . Trevor sits down on the couch next to her . Opens textbook .Rita opens her notebook and begins to copy the rule . She wipes at the tears with the sleeve of her baggy sweat shirt . Trevor resists the urge to comfort her .

Trevor kneels at the foot of his bed . Fully dressed , shirt and loosened tie . Glimpses up at the crucifix on the wall . Bows his head again .

BOOMING DOWN FROM the Blythe St. sign . A cement barricade covered in graffiti chokes off street traffic . Crack dealers and gangbangers freely wander the rows of clapboard tenements , kids throwing sneakers , bangers drinking from glass bottles . Now apartment 105 -LRB- Cesar Sanchez 's -RRB- . MOVING IN ON the MUTED sounds of an ARGUMENT -LRB- in Spanish -RRB- .

Dingy . Yellowing walls . Cesar and his mother continue their arguing as Cesar watches first the `` Animaniacs '' and switches channels to `` The Deer Hunter , '' while his BABY SISTER CRIES in her high chair . MRS. SANCHEZ is older looking than her thirty - four years . Clutching her purse .Cesar yells at his SISTER to stop CRYING .In a rage , Cesar digs into his pocket and throws twenty dollars in his mother 's face . She cowers .They 're interrupted by a KNOCK at the front door .Cesar plops down on an old worn out recliner and goes back to watching `` Animaniacs '' on the TELEVISION . ROSILLO STOPS her CRYING and Mrs. Sanchez carefully gathers the money scattered at her feet .

. Deja mis cosas, Cesar. Me oyes? Ese dinero es para poner comida en el plato de tu hermanita.

. You stay out of my things, Cesar. You hear me? That money puts food on your baby sister's plate.

Pues si eres tan hombre, ve busca trabajo. Para que mantengas a tu madre y hermanita y no tenga que robar de mi bolsa.

If you're the man then go get a job. Take care of your mother and sister. Do n't rob from my purse.

Behind the screen door , a silhouette fills the doorway . MOVING IN ON CESAR . He can faintly hear the O.S. conversation as he watches TV .Cesar 's stunned look lifts him from the recliner .

PIVOTING now to see Trevor enter the front door . Cesar glares with flint - hard eyes at Trevor .Breaking his unrelenting stare , Cesar now squeezes past Trevor and out the screen door , slamming it behind him .

Mrs. Sanchez cradles Rosillo in her lap .ROSILLO begins to CRY again .Suppressing her emotions , she comforts her baby . Trevor weighs a vacuous stare . Now he notices a bruise under Mrs. Sanchez 's hairline , above her left eye .Overcome with shame , she attempts to cover the bruise .

Steadfast and unflinching , Trevor beats a path back to his car , parked outside the barricade . Cesar now appears from nowhere . Carries a '40 ouncer ' in a paper bag . He 's been drinking .A handful of gangbangers , drinking and loitering around Trevor 's car , sharpen their stares and listen intently . Cesar grows nervous .Trevor steps around the gangbangers and climbs into his car .As the Rambler drives away Cesar heaves his 40 ouncer at it . Shatters all over the pavement .Cesar stands in the middle of the street , throwing hand signs .

Trevor approaches , via the parking lot , through a gate in a chain - link fence . ADJUST the ANGLE now to discover first period students mobbing the open doorway of Bungalow # 86 .

Trevor squeezes through the doorway to find Dave Childress pacing the bungalow , assessing the damage . VIDEO CAMERA -LRB- AND HOUSING -RRB- are scattered in pieces all over the floor . One of the windows is smashed - in . A serpentine trail of BLACK SPRAY PAINT encircles the entire room . Provocative epithets tag the walls . `` Pinche madre '' , `` Puto '' and `` Fuck you G ! ''A curious stream of students fill the room now . Childress vents his anger at them .And now Snowball . as Barsek discovers him . Lifeless . Impaled by a pair of scissors on the front counter .OFF Trevor 's stricken gaze . Childress snaps . He grabs Barsek by the throat . The crowd scatters , students tripping over each other to get out of the bungalow .Trevor attempts to separate Childress from Barsek .Trevor pries them apart . Barsek crumbles to the floor , gulping for air and scurrying out of the bungalow on his hands and knees .

ESTABLISHING the different student factions . MUSIC , playing over a PUBLIC ADDRESS SYSTEM , fills the quad . Trevor , now an interloper , crossing the senior lawn , openly searching for Cesar . Tag - bangers , a clique of eight or nine K.O.S. wan na - be -LRB- s -RRB- . Feature PACO -LRB- 16 -RRB- as they take quick hits off a blunt . Now Cesar extinguishes the blunt with his fingertips and hides it as Trevor wanders into their midst .Laughs all around .Trevor maintains his fervent demeanor . Now he notices the ring on Cesar 's right index finger . INSERT - CESAR 'S RING emblazoned with a green marijuana leaf .Cesar dramatically jerks back his finger .As Cesar , with purpose , aims an invisible gun at Trevor .Cesar starts to laugh . A crowd begins to gather .The boisterous crowd escalates . hoots and hollers . After weighing the situation , Trevor exchanges palpable looks with Cesar . Now he reluctantly back - pedals , squeezing his way past the wall of bodies pressed in behind him . His departure across an empty lawn is accompanied by a hail of `` boos '' and taunts .

as an 737 ROARS down onto the tarmac . In the f.g. , Trevor and Ellen PEEL away from the curb angrily .

in the front seat .As they pull up to a stop light .Triggers an unintended response .The light changes to green . An impatient young man in the car behind them BEEPS his HORN . Lays it on a little too long . Trevor snaps .

As Trevor gets out of the car , marching up to the car behind , slamming his hand down on its hood .The young man shrinks , quickly rolling up his window .

as Trevor gets back in and they drive away . Not a word is spoken . Exorcising his demons now . He simmers .OFF Ellen 's disturbed gaze .

as the Rambler pulls into the driveway . Ellen 's '92 Jeep Cherokee is parked on the street . Bug zapper above the garage flickers on .

Light now spills into the front yard . No sign of Jack . Trevor SHUTS OFF the IGNITION . A portentous silence .Trevor reaches for a flashlight in the glove compartment .

Trevor and Ellen step out of the car .MOVING THROUGH the chain - link fence , into the front yard . Ellen whistles faintly . Trevor turns on his flashlight .The glare of the flashlight fixes on the trunk of the olive tree . Jack 's chain stretching tautly toward the back alley .Trevor and Ellen , propelled now toward the alley , hearts pounding , frantically rushing toward the conclusion as the flashlight traces the length of the chain .The chain disappears over the top of the alley wall . Trevor kicks open the alley gate and freezes .

centered in the flashlight beam , dangling there , strangled to death at the end of his dog collar .

Trevor holds her back . She unleashes her torment , punching and kicking until fully spent , crumbling to her knees now , sobbing hysterically .HOLD ON her fitful sobs , and .

Trevor , a beaten hypnotic gaze , watches as an ANIMAL REGULATIONS OFFICER fatefully slams the cargo door of his truck .Ellen watches Trevor 's house ; behind a screen door .

Do n't beat yourself up too much. It was an accident. He was probably after a cat. or someone walked past back here in the alley. Whatever it was, he jumped over the fence. What can you do?

Ellen sits on Trevor 's bed , fighting back tears . Trevor enters with a glass of water and a pill . Sits down on the edge of the bed .Trevor acquiesces . Steps over to his desk and sets the glass of water down . A key protrudes from one of the desk drawers . He leans over , removes the key and plays with it for a moment .Ellen shuts her heavy eyelids now . Shuts out the world .

A thorough investigation now at the foot of Jack 's wall . Trevor 's flashlight fixes on a faint set of shoe prints in the dirt . Waffle - soled Doc Martens . He follows their trail , down the alley . Hesitating at the wall again . He now focuses his flashlight beam on a smattering of graffiti . and discovers a fresh tag . In black spray paint , the letters K.O.S. Trevor reaches out and touches a coagulated trickle of paint . As he inspects the faint residue on his fingertip .

About 2 a.m. . The street 's empty . Cesar 's darkened apartment is tucked away in the distance . Now a lone figure emerges and beats a path through the projects . CLOSER now . it 's Cesar . White T - shirt , sagging gray dickies . FOLLOWING HIM now . as he crosses the edge of a dirt lot . FOCUSING ON his Doc Marten boots and their waffle - soled print .

Merging with Cesar as he slinks down the dark alley corridor . Lighting a blunt off his Zippo lighter . FURTHER DOWN Cesar spray paints a wall with a can of black enamel paint . He takes another hit . Chokes down a shit - eating grin . And admires his work . a goofy dog smoking a blunt . below the dog he scrawls the word , `` CARTOON . '' Above it , `` K.O.S. '' As he slips the spray can into his front pocket , he senses a presence .Profound silence . Grin dissolves . Riveted , Cesar takes another slow hit off his blunt . Suddenly a coyote darts past him .His sick smirk returns . But only momentarily . Now a premonitory flicker registers on his face . He blinks as a Masai arrow splits the darkness and pierces his left pectoral muscle . Exhaling a stunned breath , Cesar looks down at the arrow . An incredulous , stupefied laugh escapes him as he pulls the arrow out of his chest and studies it . The normal length of the arrow 's been shortened by half and the tip has been fitted with a modified hypodermic needle . -LRB- The needle extends from a rubber stopper which has retracted into the hypodermic casing , causing the solution in the hypo to jettison through the needle and into Cesar -RRB- .Now back - pedaling , stumbling , dropping the arrow , he turns and runs off .

Cesar collapses onto a pile of garbage bags . MOVING IN . His eyes fixed and dilated . Forehead beaded with perspiration . Fighting against the effects of the injection . Now blackness .

Ellen awakens with a start . She glances about , momentarily disoriented . Now she remembers where she is and what happened .No response . Choking back emotions .

As Ellen returns . She notices the glass of water on the desk . Bravely collects herself . Crosses over to the desk and sits down .Like an involuntary reflex she tugs on the center drawer of the desk , but it 's locked . Now she pulls on one of the side drawers and it slides open . Ellen stops at what she sees . a treasure - trove of homemade shivs , Bic lighters , Walkmen , pagers . and Benny Chacon 's black rosary beads . BACK TO Ellen and her curious , sobered look . Now she slowly shuts the drawer .

Fumbling in her purse for her keys , Ellen makes a hasty departure .

Almost six AM . Encroaching sunlight creeps toward the horizon . A vapid stillness . Not a soul stirs .

as he comes to . Eyes feverish , registering pain . His head throbs . He begins to move and discovers a pounding in his right hand . Lifting his hand up in front of his face . Cesar 's ring index finger has been severed clean off . Blood is everywhere . Cesar emotes a silent panic - stricken scream . Reduced to a snot - sobbing wreck , he frantically searches the ground on his hands and knees .

PUSHING IN ON the Emergency Room Sign . MOVING PAST the unrelenting urgency that permeates the ER . DISCOVER Cesar now in a wheelchair , right hand completely wrapped in gauze . He pleads with two police DETECTIVES .Detective # 1 refers to a rap sheet .Detective # 2 shakes his head and grimaces .Detective # 2 walks away . Detective # 1 follows . Cesar hangs his head , mumbling a disparaging flood of Spanish expletives .

. So your science teacher shot you with an arrow full of drugs then chopped off your finger. Come on, you can do better than that, Cesar.

You covering for somebody, homes? Cuz, this circumstantial bullshit wo n't hold up in court, I'll tell you that right now.

Lem me save yuh from perjuring yourself, asshole. You're full of shit.

Come up with something better than that, or the truth, then maybe we'll talk.

THROUGH passing patients and personnel . APPROACHING the receiving desk . As the blurred shoulder of an orderly CROSSES OUT to reveal a legal - sized white envelope now on the counter top . A busy E.R. nurse notices the envelope . Glances around . Picks up the envelope and reads the name typed across the face of it . CESAR SANCHEZ . narrowing her gaze as she opens the envelope . In the envelope , Cesar 's severed finger , nesting in a clump of newspaper . Appears to be something tattooed across the side of it but we ca n't quite make it out . The Nurse gasps and drops the envelope , spilling the finger onto the counter top . CLOSE now ON the finger and the fresh `` tatt '' scrawled across its side : R - U - DUN ? SOUND FADES now from the scene , replaced by a TECHNO HIP - HOP TRACK that CONTINUES THROUGH the CUT .

HIP - HOP TRACK FADES now replaced by the buzz of cross - talk . Trevor strolls the aisles , an open science book in hand . -LRB- NOTE : Rita is dressed in overalls , very subdued compared to her usual attire . -RRB- Cesar 's back . and seated in his regular seat , across from Stevie Littleton . Uncharacteristically , his eyes are fixed on the book in front of him .Trevor holds up his hand for display .A reluctant cross section of hands go up . 6th period is by no means a synchronized whole but there has developed an odd sort of order to its madness . Trevor looks around . Picks on an Anglo girl in the second row .Now he picks on Rita .A flurry of thumbs go up as if on cue .Fingers shoot up and wiggle on cue .Scattered laughter and groans at this embarrassing routine . Cesar 's beaten gaze remains riveted to his book . Now he slides a look at the `` R - U - DUN '' tatt on his right index finger . The severed finger has been sewn back on , supported by a finger brace . Stevie openly stares at the back of Trevor 's head as Trevor passes by in the aisle .

RAIN steadily plays AGAINST the WINDOWS . Ellen sits behind her computer , lost in a grading program . Trevor now enters . Damp hair and shoulders .Ellen stops what she 's working on .Weighs it , and .A tacit satisfaction that all is well .He exits now leaving Ellen alone with her thoughts .

Before school tutoring session . The minute hand on the wall clock jerks ahead one minute . 7:23 AM . Trevor and Rita at a table near the back of the library . Trevor gazes blankly at Rita 's essay . Rita revises one of the pages . INTERCUT Dave Childress at the front counter as the librarian -LRB- late fifties -RRB- photocopies a page from a history book for him . Childress scrutinizes Trevor and Rita as he waits . Satisfied now , Rita slides the page to Trevor .Trevor blinks himself back to reality .He adjusts his glasses . Pores over the paper .Trevor bursts forth a laugh . Childress perks up at the front counter . Trevor 's laugh evokes a smile from Rita . Now she pries a little further .Trevor returns a cognitive flicker .OFF Rita 's reluctance .

A churning fist of muddy water cuts a path along the perimeter of a golf course and jogging trail . TRACING jogging trail , KEEPING PACE now with a die - hard runner . Something registers in the runner 's eyes , pace slowing , now stopping . Not fully comprehending what he is looking at . FOLLOWING HIS GAZE . THROUGH a curtain of rain and tall swamp grass . along the riverbank . TO the base of the Burbank Boulevard Overpass . SLOWING ANGLE to discover precariously jutting out of the rushing waters , in a tangle of chicken wire fence , a partially decomposed torso .

Ellen walks down an aisle of computers as the class settles .INTERCUT Stevie . Ellen passes Stevie 's computer as he shares cryptic information with a kid sitting next to him . Ellen approaches her computer console on wheels at the front of the class .Ellen 's interrupted by her own computer . A little white envelope icon in the lower left hand tray flashes and BEEPS . Now a COMPUTER VOICE announces : `` You 've got mail . '' Ellen 's taken aback . Class titters . Now she grins .The message read : TEACHER FUCKS NIGGERS Class is dumbstruck . Ellen 's riveted . Now she turns . Without losing her temper , she scours the class with a narrow gaze . Class starts to buzz . Now a clicking frenzy to retrieve the same message . The anonymous message pops up on computer screens all around the classroom . Ellen 's POV of students -LRB- and Stevie -RRB- . Deciphering reactions . LINGERING ON Stevie 's poker face . Her own poker face now .Ellen turns to her console , clicks the REPLY button . A new mail message window opens up . It 's addressed to the anonymous sender , STUDENT # 00 . Ellen types in : GO TO THE OFFICE . All the while anticipation builds on Stevie 's face . He glances around , starting to get nervous . Ellen now clicks the SEND button . Stevie 's COMPUTER BEEPS . COMPUTER VOICE : `` You 've got mail . '' . A window opens in the middle of Stevie 's monitor revealing Ellen 's return message . Class erupts and Stevie springs out of his seat .He rushes up to the front of the class .Class erupts again , coming down on Stevie and his wan na - be poor boy from the streets image . They 're laughing at him now , not with him . In a rage , Stevie kicks open the hallway door and exits the classroom .

Ellen hastily enters , looking for Stevie . Addresses IRIS -LRB- a thirty - something Hispanic woman -RRB- behind the counter .Teacher # 1 , the insipid woman , checks her mail slot . It 's her conference period .Teacher # 1 exits in a flurry . Ellen now glances to her right . Seated there in rigid silence is BENNY CHACON 'S MOTHER -LRB- 51 -RRB- .Mrs. Chacon begins speaking Spanish in plaintive spurts . Ellen ca n't decipher what she is saying .Hesitating . Now with apprehension .OFF Ellen 's unblinking gaze .

Benny Chacon's mother. Told ` er Garcia had to leave early today but she jus' sits there. She been saying some pretty crazy things.

You heard ` bout that body they foun' in the L.A. River. She says she thinks it's Benny.

Ellen and Mrs. Chacon sit stiffly in front of the ASSISTANT CORONER -LRB- mid - forties -RRB- . Desk cluttered . Half - eaten sandwich in front of him . He nurses a Styrofoam cup of coffee as he flips through a John Doe folder .A faint , incongruous smile .Ellen weighs it . Assistant Coroner now refers to some sort of questionnaire .Ellen refocuses a far - off , introspective gaze .A cognitive flicker now as the Assistant Coroner sets down his coffee .

That's a long time. Lots a things happen to a body after four or five weeks. Makes it difficult to I.D.

We keep ` um up to thirty days. Lady, we get 80, sometimes 90 Does a month. Floaters, gangbangers, illegals, junkies. Most of ` um cheap homicides. Nobody's even lookin' for'em.

This guy here, has a dent in his head. Could be post - mortem trauma. Probably hit a retaining wall on his way down river after that rain we had. Who knows.

Yuh ask me, this kid was dead before he got his head caved in. Overdose by morphine. That's what it looks like t ` me.

On the phone you said the mother mentioned some identifying marks.

The acrid fecal smell causes Ellen to flinch . Averting her eyes , she holds onto Mrs. Chacon 's arm as they stand next to the autopsy table . A plastic diaphanous sheet covers the body . Now the Assistant Coroner raises the sheet . Mrs. Chacon 's traumatic gaze confirms her worst fears . She raises a hand to her mouth . Now the tears come .As she comforts Mrs. Chacon .

The digital clock next to Trevor 's bed reads : 2:14 a.m. Trevor sleeps . HOLD for a portentous moment . Now the stillness is broken by a CLATTER at the front door . Someone enters the house . Trevor awakens . Jolts out of bed . Disoriented a beat .

In boxer shorts and a T - shirt , adjusting his glasses , Trevor ventures through darkness .A light flickers on in the living room .ADJUSTING the ANGLE now as the living room comes INTO VIEW . Ellen paces back and forth , consumed by what 's troubling her .Ellen ignores his question .Now something she sees stops her pacing . The black rosary beads on the dinner table .Following her gaze , he picks up the rosary beads . As he places them in a drawer in the credenza .Ellen 's confused . Lost in a fixated gaze .Trevor just looks at her , a bated pause . Now he blinks .Ellen just looks at him .Trevor accepts that it is .An awkward moment of silence .Ellen flickers a terrified smile .Ellen blanches .Ellen just stares at him . Traumatized .Trevor ca n't find words .With that , Ellen turns and walks out of the house as quickly as she came .

ESTABLISH hoardes of cowboy hats , belt sashes and boots as they dance to the loud Mexican band music on the patio . Non - Hispanics , along with non - Quebradita cliques , look on from the lawn area . DAVE CHILDRESS hanging back , on the fringes , scoping out the crowd . Notices a pack of cigarettes in the chest pocket of a 15 - year - old kid standing next to him . Kid 's wrapped up in talking to another kid , points to something O.S.

Cinco de Mayo . The sounds of a QUEBRADITA waft in from outside in the quad . At the same time , Steve follows him into the rest room . They 're all alone .Bracing himself with a fixed , straight - ahead look .No response . As Trevor starts to leave , Stevie blocks his path . Trevor steps to one side to go around . but Stevie blocks his path again .Trevor 's head begins to swim . His life 's falling apart . Like a trapped animal , he back - pedals a step to escape . but then suddenly snaps . He explodes into Stevie , crushing him against the bath - room wall . Trevor impales Stevie with a look that says it all . Stevie immediately shrinks . Trevor now blinks . Cooling himself down . Slowing his breathing . Stevie slips out from under his hold and bolts for the exit .

Cesar and his tag - bangers . Cesar holds court , drowned out by the MUSIC . Now Stevie arrives . Out of breath . Urgent to tell his story . Rita . Makeup subdued , wearing a cotton button - down blouse . She watches the Quebradita from behind a tree . A desire to be part of it , she moves a little closer . as Cesar notices her . His head races from Stevie 's news . Eyes penetrating . Now galvanized . On a rampage , he shoves his way through the crowd . Victor Sifuentes . on the opposite side of the patio , snapping a look , spotting Cesar moving in for the kill . With a start , Victor barks something into his walkie - talkie and squeezes his way into the Quebradita crowd . Cesar shoves Rita to the ground .Rita gets to her feet immediately .Rita looks at him like he 's insane . Cesar 's entourage gathers around them .She turns her back and starts to leave . Cesar grabs her again .Rita just stands there , destroyed and sobbing now .He grabs her blouse and rips it wide open . His eyes glisten with fervor now as he punches Rita -LRB- with his good hand -RRB- square in the face . She crumbles to the ground as Victor bursts through the crowd and restrains Cesar . As Rita gets to her feet and flees into the Quebradita crowd .

Standing room only . An impassioned crowd .The audience erupts in unanimous support .At this point she 's drowned out by the crowd . On stage the discipline committee , including Trevor , Childress , Hyland and Quinn sit at the dais . Garcia stands at the podium , waiting for silence . MRS. FORD , the assistant principal , a full - figured black woman in her mid - fifties , stands alongside him , gesturing for the crowd to settle down .Audience settles .Heads turn . Ellen quietly enters now and stands just inside one of the doors at the back of the hall . Up at the dais , Trevor notices her .Stevie deliberately stands and points at Trevor with vitriol in his eyes .The audience grows silent .Trevor does n't even flinch . Childress scrutinizes him with a glance .As Victor and another plainclothes cop attempt to remove Stevie .With that Stevie shoves Victor aside and bolts for the door . Garcia attempts to regain his composure . Trevor glances back to the spot where Ellen was standing . but now she 's gone .

I wan na know if this boy was killed and whether it was gang - related.

As a mother and a taxpayer, I have a right to know. And if it was gang - related then I want tighter security.

Who says? How can you be so sure? You're talking about my kid's safety.

Meeting 's broken up . Dave Childress , cigarette dangling from his mouth , jogs a step to catch up with Trevor .Trevor maintains a steady pace , one hopeful eye scouring the parking lot for Ellen .Trevor ignores him .At Trevor 's car now . Hesitating . Turning to Childress .Unintentionally in Trevor 's face .Childress is pitiful . Wears a grease - stained tie with his wrinkled Hawaiian shirt and a Windbreaker .Raising his palms . Surrendering . Trevor studies him with a sad grimace .

Dave 's Sanctuary . At the end of a gravel driveway , behind a darkened house . Garage door open . Childress chain smokes and drinks beer as he leans against the dented fender of his '66 Lincoln Continental . Trevor nurses a Diet Coke .He finishes beer . Crumples it . Trevor studies him , without expression . Now he notices something stapled to the tar paper wall . Trevor 's POV of the `` Certificate of Excellence in Teaching , '' yellowed and dogeared , hanging obliquely by one staple . as Childress opens another beer .Finding a key in a drawer .Childress unlocks a particle board cabinet against the garage wall . A watery glint in his bloodshot eyes . Cabinet door swings wide now , revealing a mini arsenal of handguns .Trevor 's eyes remain expressionless . Childress rhapsodizes as he removes and handles some of the guns .Trevor takes it , reluctantly weighs it in the palm of his hand . Sets it down . Now Childress removes a gun from a holster in the small of his back , under his Windbreaker .Pretending now . Aiming the .380 at an imaginary student .Childress laughs and chokes on his cigarette . Now he gazes at the .380 in his hand . Lost in a stupid , recalcitrant grin .Childress glances up into Trevor 's unflinching gaze . Smiles to himself now . Thinks he 's funny .Childress rolls back on his heels .All traces of a smile fade from Dave 's face . Trevor just stands there . Does n't say a damn word . Childress makes his own momentous conclusion .Awkward glint of admiration in Childress 's eye . Leans forward , hangs a hand on Trevor 's shoulder .Trevor turns and exits the garage . PULLING BACK FROM Childress 's dull anesthetized gaze . Deep down inside Childress knows he 's a pathetic piece of shit .

Trevor pulls into his driveway , right up to the garage door . He SHUTS OFF the IGNITION and narrows a gaze out the front windshield .

Caught in his headlights , tagged all over . Spray painted threats like , `` YOU 'RE DEAD , '' `` 187 - UM , '' `` TEACHER - K '' -LRB- crossed out -RRB- and a CARTOON VERSION OF TREVOR WITH `` X 'S '' WHERE HIS EYES ARE SUPPOSED TO BE .

Dimly lit . Trevor stands in front of the television set , staring at a late - night repeat of `` Talk Soup . '' INSERT - TALK SOUP A clip from `` Sally Jessy Rafael '' or `` Jerry Springer . '' One of those Sturm und Drang moments . Everyone points the finger at everyone else . No one willing to take responsibility for themselves . Only partially watching the television . His eyes are fixed on a point somewhere in his own mind , lost to the world .

Into a parabolic mirror above the library doors . an empty corridor stretches forever . Trevor , now unshaven , looking like he has n't slept , sits amidst total silence in his regular spot . No sign of Rita . He checks his wristwatch . WALL CLOCK reads . 7:10 AM . TREVOR peering toward the library doors . Nothing . Now above the doors . TREVOR 'S POV BACK AND FORTH between the mirror and Trevor . His eyes glazed and unblinking . FURTHER INTO the parabolic mirror now . Breathing becoming more and more labored . In a flicker , we 're transported back to Roosevelt Whitney . Dennis Broadway 's image SLOWLY COMING TOWARD us down the long corridor . BACK TO SCENE Trevor catches his breath and blinks . Back to reality . The mirror is empty . He removes his Proventil inhaler from his shirt pocket . Suppressing gasps , he takes two hits . Two girls at the magazine racks whisper to each other , eyes firmly fixed on Trevor . Suddenly there 's a presence at Trevor 's side .

Strictly low rent district . The small dirt yard in front is contained within a cinder block wall . Rita , back to her chola look , heavy makeup , black -LRB- right -RRB- eye where Cesar punched her , watches her two younger brothers as they fight over a toy truck . Her three - year - old baby sister , Maricella -LRB- too big to be carried -RRB- straddles her hip as Rita yells at the boys .Trevor 's car pulls up . Rita 's taken aback .Rita attempts to thwart him at the sidewalk .Trevor really does looks like hell .Something stirs deep inside her .Trevor just stares at her , incredulously . Rita lowers her gaze , unable to look him in the eye . Momentous deliberation , and now .Beat .With that Rita scoops up Maricella and exits .

Trevor sits transfixed in front of Garcia . Still has n't shaven .Garcia holds up a handful of phone messages .Trevor blinks .Mr. Garcia waits for a response but none is forthcoming .This part registers only minimally with Trevor .

A VAPID SILENCE HOLDS us . The bungalow is awash in a sun - soaked pool of light . Trevor makes his way toward the parking lot with his briefcase and a cardboard box of personal belongings .

Plagued with doubts , Ellen lingers in the doorway , confiding with Hyland .Ellen flickers a sad indecisive smile .Ellen acquiesces a pensive nod .

THROUGH a CHAIN LINK FENCE Trevor approaches his car . Traffic is bumper to bumper .

as Trevor unlocks his car . And hesitates . TREVOR 'S POV - DRIVER 'S SIDE CAR DOOR . a bold 187 has been `` keyed '' into the paint . TREVOR Rivetted . Now he slides the cardboard box , along with his briefcase onto the front seat . Suddenly , as if out of nowhere , Ellen pulls up in her Cherokee . She deciphers Trevor with mixed emotions . Trevor adjusts his stance , covering the `` 187 . '' Ellen now tentatively rolls her window down halfway . TAILPIPE SPUTTERS , a portentous idle .Trevor stands there transfixed for a moment . Now he looks into her eyes . A soulful gaze .His eyes become damp . Trevor smiles bravely .Trevor nods . Ellen flickers a tenuous smile .

as she rolls up her window and drives away , leaving Trevor standing in the middle of the parking lot . His image gets smaller and smaller in the mirror .

as she watches him in the side view mirror , torn with mixed emotions .

Seeing now that the whole house has been tagged with graffiti -LRB- not only the garage -RRB- as the Rambler pulls into the driveway . With dead calm , Trevor leaves his box of belongings behind and enters the front door , carrying his briefcase .

All three tag - bangers produce firearms . Cesar loads the cylinder chamber on his .357 magnum . Stevie double checks a 7 round clip and a 39 Smith and Wesson . And Paco plays with a .38 caliber revolver that he hides in the deep front pocket of is County - Bens . The interior of the Buick snaps with the hard sound of gun metal . cocking hammers , loading cartridges and spinning cylinder chambers . As the gun preparations systematically stop . Cesar now flicks ON an ELECTRIC HAIR CLIPPER , sets it on ` NO CLIP , ' and passes it back to Paco . Paco runs the clipper over his head . Hair tumbles off in chunks . Stevie fidgets , picks up a naked one - eyed doll off the floor , raises it INTO VIEW .

Dutifully seated at his desk . Like a fervent prayer . Lost in correcting his final graded assignment .

PAST wrought iron bars on the outside of the window . Sun hangs above a distorted horizon . ELLEN 'S POV - SAME SUNSET . PAST high tension lines outside Mother Henry 's kitchen window .

Ellen 's preoccupied with thought as she rinses dishes and places them in the dishwasher . O.S. hear `` WHEEL OF FORTUNE '' on the TELEVISION . Now a wet DISH slips from her grasp and SHATTERS on the floor .As she picks up the pieces .

All three heads clipped `` skin tight . '' Fixed gazes holding . Stevie nurses a runny nose as he smokes another `` Sherm . '' Now something flickers in Cesar 's eyes .

The house is quiet now as Stevie and Paco disappear around the back . Cesar approaches the front door , undaunted , gun drawn . Without breaking stride he kicks open the door .

Trevor sits on his bed , watching the red orb of the sun disappear over the horizon . He can hear DOOR OPENING and someone moving in his house .Cesar , Paco , and Stevie enter the bedroom , guns drawn .Stevie flips on a light . Paco SHOOTS out the TV set in the living room - an act of intimidation . Cesar jams his .357 under Trevor 's chin . Gets in his face .Trevor stares right into Cesar 's eyes , unflinching .Cesar sticks the gun barrel right between Trevor 's eyes . and squeezes the trigger . Click . An empty sound . Trevor blinks . Cesar exhales a malicious laugh . Opens a fist to reveal six bullets .ANOTHER ANGLE In the middle of the dark house - Trevor 's dining room table . Trevor on one side , Cesar/Paco/Stevie on the other . Cesar 's seated , loading one of the six bullets into a cylinder chamber . He shoves the gun toward Trevor as Stevie and Paco train their pistols on him .Trevor grabs the pistol without hesitation , puts it to his head and squeezes off TWO ROUNDS without incident . He slams the gun down in front of Cesar without a blink . A crazed , watery glint in his eye .All three tag - bangers are taken aback .Trevor picks up the gun again , puts it to his head and pulls the trigger . click . Slams the gun down .Paco lashes out and hits Trevor with his pistol drawing blood .Cesar stares at him .Cesar takes the gun and raises it toward his head .He grabs Cesar 's arm , but Cesar pushes him away .Cesar puts the .357 to his temple again .They are mesmerized into inaction as Cesar grits his teeth and pulls the trigger . Click .Trevor looks at Cesar in disgust as he takes another bullet and blindly loads it into the cylinder chamber .He spins the cylinder and slams the gun on the table .He snatches up the gun , puts it to his head and pulls the trigger again . click . Trevor slams it back down on the table .Cesar 's sweating now , glancing between Trevor and the gun on the table . Stevie and Paco shift uneasily .Caught between the proverbial rock and a hard place , Cesar 's hand inches toward the gun . Suddenly Trevor is screaming at him .Cesar explodes to his feet and screams right back .Silence . Trevor studies him with an enigmatic look .He snatches up the pistol and puts it to his head .pulls the trigger . BLAM ! The SHOT knocks Trevor out of his chair . ON PACO AND STEVIEStevie 's stunned .He walks toward the back of the house like a zombie .Paco pulls at Cesar , who 's staring at Trevor 's dead body .Cesar shrugs him off , picks up the .357 .He tries to pull Cesar away , pleading with him in Spanish , but Cesar shoves him off .Paco rushes toward him , but is stopped by the BOOM ! of the .357 . Frozen in shock , Paco stares down at Cesar 's body as Stevie re - enters the kitchen .ON PACO AND STEVIE Not knowing himself , Paco stumbles out of Trevor 's kitchen toward the back door . Finally Stevie follows him as we PULL BACK to reveal the crumpled bodies of Trevor and Cesar lying on the floor .V.O. continues through the .

You see dat! He's out! He's fuckin' out! Snuffed hisself! Aw, shit!

Last night tragedy struck in North Hollywood where a high school teacher and one of his students were both found shot to death inside the teacher's home.

The teacher has been identified as forty - one - year - old Trevor Garfield, formerly of New York City. Most recently he taught science at John Quincy Adams High School in the San Fernando Valley.

Confidential sources reveal that the teacher had publicly been accused of foul play in the death of another student whose body was discovered just last month in the L.A. River.

the marquee outside the school reads . HAPPY GRADUATION - CLASS OF '97

Graduation in progress . Standing room only . Administrators have begun to take their seats up on a makeshift stage . Garcia , Hyland , Assistant Principal Ford , etc . Bleachers now as guests and family members fan themselves against the searing heat . A banner strung across the top row of seats reads . CONGRATULATIONS CLASS OF '97 Faculty members are seated in the first two rows down on the field . In front of a sea of mortar boards . Dave Childress now enters , his usual shabby attire , nursing another hangover . He takes a seat away from the other teachers .

As the first speaker approaches the podium . ON two inch high heels , an occasional wobble as the white high heels make their way up to the podium . ANGLE RISING now , LINGERING ON a clinging powder blue dress and mani - cured fingernails . HOLD ON her clenched essay . Now CONTINUE UP to reveal Rita Nartinez . She wears lipstick . and only a moderate amount of eye shadow . She wears a slightly nervous , preoccupied look . Now . Rita at the podium , as she adjusts the microphone , a nervous reflex . Places her essay on the podium . Stares down at it .Rita hesitates . Now she gazes out at the graduating class . FACES IN CROWD Waiting . Intently fanning themselves . DAVE CHILDRESS Apathetic . Arms draped over the empty chairs on either side of him . BACK TO RITAMs. Quinn -LRB- 45 -RRB- hesitates , now acquiesces with uncertainty .

INTERCUT VARIOUS CUTS OF Ellen 's hands as she clears a bulletin board . removes a computer graphics display from a wall . empties desk drawers . and packs away her computer in a box .

A trickle of incongruous laughter , awkward yet cathartic .Rita refers to a piece of scratch paper she has tucked inside her essay .

again . as she now empties one last drawer , she dis - covers her teaching credential . Reluctantly picks it up . Holds it for a moment . Now read across the face of the credential . STATE OF CALIFORNIA COMMISSION ON TEACHER CREDENTIALING issues this document to ELLEN HENRY BACK TO GRADUATIONChildress stares off into space , flickers a pathetic smirk . And now Stevie seated amongst the graduates . Glancing up from under his mortar board cap . He adjusts a gaze into the bleachers . STEVIE LITTLETON 'S POV - HIS PARENTS Early forties , upper - middle class . Stevie 's mother catches his eye . Like an incongruous SLOW MOTION dream , she mouth the words , `` We 're . So . Proud . Of . You . '' STEVIE LITTLETON . as guilt eats at him , weaving its insidious web . BACK TO RITA now at the podium . Holding back tears , Rita now carefully folds up her piece of scratch paper . and fixes a distant unblinking gaze .

Slowly SCAN the walls , stripped completely bare now . END ON Ellen standing obliquely in the doorway . Brief - case in hand , files and papers tucked under one arm . Her face , a solemn vacuous gaze . Now she drops something into the trash can , shuts off the lights , and leaves . As the door slowly closes . MOVE IN ON the trash can . and Ellen 's crumpled teaching credential . Add another name to the list of fallen heroes as we . BLACKNESS . and ROLL END CREDITS . THE END

THINGS WE LOST IN THE FIRE by Allan Loeb DreamWorks A GARAGE stands alone. Separated from the house. Still in the night. Until... BLACK SMOKE slowly billows up from the four-square pane of windows. More and more of it by the moment. The windows SHATTER outward and give way to FLAMES that crawl up the outer wall. A FIRE... the fire. And as the fire consumes the garage...

It's night. A father and his son walk alongside of the large pool that illuminates the grounds. The father, BRIAN BURKE, mid 30s, displays all the signs of a man settling into fatherhood; benign smile, expanding midsection and aging wardrobe. His son, DORY, six years old, owns big Jolly-rancher green eyes, a small nose, puffy cheeks and a built-in innocence. The air is summer night. They hold hands as they slowly walk on a little bridge that crosses over the water. As Dory stops and points down to the pool.Brian stops. They stand on the bridge.And Brian regards his child. Holds the moment. Knows it's as fleeting as it is special. Dory swings back and forth, waiting for the answer. Brian draws in a deep breath, then...As Dory smiles up toward his father...

He didn't really mean to but he did and then he cried a lot. The squirrel died.

You should've seen him as a kid, Audrey, I can't explain it, he was special, he was...

Dory insists he lives in the minivan... won't bring it inside the house because he's a carnivor.

Yes. I just don't know why you have always been so against seeing her again.

I appreciate this. Audrey would kill me if I didn't grab this shit.

It's just so hard to find the time to get anything done. With the kids... and the insurance from the fire... and we're building an office for me next to the garage... I'm not happy with the work, I think I might have to fire the workers.

No, you haven't seen her. There's no way a woman that looks that good could only fuck me.

Our neighbor, Landon Hicks, he's this really rugged mountain-man type. I don't think he talks...

I know, I know. This is stupid, you don't need to listen to this.

It's important. I told them I wanted dimmers. I'm firing them and going with the Polish guys.

The guy that delivers the Arrowhead water reminds you of a cowboy?

Dory, I'm right here, nothing is going to happen. It's like the shower, you get wet in the shower.

No, you didn't. Look, everybody has to face their fears... it's a fact of life. You need to do this, now you're six years old... it's time.

Actually, it was learned, Harper... that's the nature of knowledge.

Yes, I need an ambulance at South West Vista avenue and Elm... there is a woman here who is badly beaten.

It's domestic. Her husband is very upset, he's going to need medical assistance as well.

Titles and music. Brian and his wife Audrey pack up their minivan. Their daughter, HARPER, ten years old, swings her little brother around and around until Audrey tells them to get into the minivan. Kids in the van, luggage in the back, Audrey finally faces her husband and sighs. He gives her a smile. She returns it by holding up the keys and dangling them. He grabs the keys and kisses her. He'll drive so she can sleep. All told without a word.

Titles and music continue. A dirty parking lot behind a boarded up building. The ground is littered with beer cans, cigarette butts and needles. Find a body. His name is DWAYNE, was Dwayne. He overdosed about five minutes ago. A girl who calls herself SPRING, in her twenties, white-girl dreads, tattoos and pierces, nods in and out... on her third opiate rush of the day.No reaction. She studies him. Knows the score right away. Spring finds her feet and walks over to him. Checks his pulse. Spring doesn't cry or freak out or anything... she simply reaches into his pocket and removes six crumpled up dollar bills. A few junkies look over... but they don't do a thing. And before she goes, Spring looks around the body, looking for something specific... and she finds it. AN ENVELOPE already opened with a big red stamp on it. The stamp has a caricature on it with the caption under it... "Cream." This is the brand of heroin they were just using. As Spring pockets the money, the envelope and goes...

The minivan glides through the Washington landscape. Summer green and Northwest fresh. As the minivan races toward Seattle.

Music and titles continue. Harper attempts to teach her little brother a clapping rhyme.Dory is no good at this. Clapping out of rhythm and screwing up the words. He simply breaks into laughter and gives up. Brian drives as Audrey plaintively looks out the open window. Brian regards her, his wife of eleven years... AUDREY BURKE As the heavy dusk-laden wind blows through her long and flowing hair. Thirty-six years old with an accessible beauty that's only further accentuated by her motherhood. Not the kind of beauty that threatens but the kind that invites. Childlike and giving. Audrey catches Brian admiring her and she smiles. And it's a smile that explodes... every time.

Itsy bitsy, let's get busy, up the well and down the shoot, climb the tree...

That's Josh, he's fat and he's always sweating but he's funny. Drake is really cool and plays in a band. And they're like half- brothers or step brothers or something.

But I don't want to wake her up because she doesn't sleep much anymore.

I always do. Ever since I was very little, I felt like I was inside of a movie. Only when my Dad was alive it was like this stupid kid's movie and now it's a totally different kind.

You have to live "as if," Dory. I went to Becky Simpson's party "as if" I was better than Polly Phillips at Retard Disco (Dance dance disco) and I kicked her ass.

I'll just live "as if" I can beat you in basketball and then I will.

I can walk by the Cold Stone, Jerry, I've done it like a hundred times since he died.

You could marry my Mother and she'd be happy again... and we could be a family.

Is it because of me? Because I ditched school? I promise I'll be good... I promise, Mom. Just let Jerry come back.

But I don't get why he gets sick after he stops taking the poison.

I don't know. He liked this boring old one. With the guy from "Meet The Fockers."

No... why do you have to leave? You can't do this. You can't come here and pretend to be my dad and then just leave.

Yes, you did. It's not fair. You always leave! Why do you always have to leave?

Music and titles winding down. We're at weighs station for homeless and addicts. A center where they trade collected cans for money. Find... JERRY SUNBORNE In his late thirties, Jerry's rail-thin with rock star hair. He's very good looking -- heroin chic without the chic... and too much of the heroin. His eyes used to pierce with sensuality but they haven't in a long time... dulled by the years of opiate abuse. Behind the counter, Jerry hands a homeless woman a few bills for her cans. She smiles at him toothless and heads on her way. Jerry shouts across the center to his boss.Music and titles die down as Jerry pulls away from the window and heads on his way. Spring catches his stride.Jerry stops and faces her.She confirms with a simple nod.And she hands Jerry the envelope.As Jerry looks at the envelope.She rolls her eyes as he tosses aside the envelope.As they continue to walk...

We're not fifteen anymore, Brian. Anyway, she doesn't want to see me.

You're probably right. But you know -- gotta take the good with the bad -- at least you're still in the rotation.

It's just like Senior year with Emily Rotham. She was the hottest girl in school and she dug you.

At first. But after we all started hanging out, she got more interested in you. And she told me then I told you... and you didn't do anything about it.

I'm going to tell you now what I told you then and I've been telling you ever since. Accept the good... because they're going to make you accept the bad.

Your wife loves you. You know that. You have this amazing family and the most incredible woman in the world who loves you, my man. You have everything any man would want. Accept the good. You have what I'll never--

Fuck that! I do need to listen to this. You're my only real friend left in the world, do you know that?

They're all gone, Brian. I know it's my own fault, but they're all gone.

You're a success. You're an amazing father and an amazing husband.

And I know you don't have to come out here... at night... to see me.

No, let me finish. I appreciate it more than you know. It's the only time in my day where... it's just that... well, thank you.

And you got that scar on your nose because you were running and thought the screen door was open.

I don't drink the methadone. I'm supposed to but it's a crutch. This is how I quit...

A lot of the people in the house sell their methadone for H. So there's constantly heroin in the house.

It's fucked up... but it's a free place to stay if you help around the clinic.

Sixteen days ago. I tried to stop right after the funeral but I relapsed.

Your insides get big. You can feel them; your intestines, your kidneys, your liver. You can actually feel them individually all big and throbbing inside of you. And you throw up until there's nothing left to throw up and then you throw up blood.

And you get a fever and you get delirious and you hallucinate the most fucked up things. And you shit yourself and you piss yourself. And your biggest fear is that you won't die.

You want me to... what are you saying... you want me... to what?

Charity? I hate it here and it's an ill-fated prescription for disaster... but I can't take your charity, Audrey.

When you go to highschool the movie will turn into a comedy... and when you go to college maybe it'll be a romance. And after you get married and have kids... I'm pretty sure it'll be a horror movie but in a good way.

I haven't smoked heroin or opium or drank methadone in twenty-eight days.

I'm here because my friend died. He wasn't a user, he died in this fucked up tragic situation. He tried to save a woman from her husband and got shot. The husband then shot his wife anyway and turned the gun on himself.

And I couldn't get over it. Even when I got warm... I couldn't escape the pain of Brian's death. Until I realized that at one point I stopped mourning for Brian and started mourning for myself. Because I was dead.

You start by doing coke, then you move on to a little crystal meth then you find heroin and that's all folks.

I represented musicians. I had some big clients. I was always on tour.

I don't know the first thing about the mortgage business, Howard.

Your ears, your chin, the top of your head... that's everything.

I haven't smoked opium, heroin or drank methadone in fifty-one days.

I told them I had two children. I don't. I live in a house with these two amazing kids. Harper and Dory... but they're not mine.

How when he pumps, his hands stiffen straight down so it looks like he's skiing?

He struggled as a kid, Audrey. He stumbled a lot while life made itself easy for me. But then it changed. It... switched.

While I was choosing heroin, Brian was choosing the right college... the right friends... the right career...

Fifty-four days. The body gains some needed weight... the skin cleans up... the eyes clear.

Being kissed by God. At first, it's like being loved in a way that only children can feel and adults forget ever existed.

Then you chase it. You chase that initial feeling. But you never can get it back. You can get the escape and you do get high... but never like the first few times.

... in any court action to foreclose a lien or other encumbrance on all or any part of the property, provided a court action is pending and which in all or part of the property is located on the date the notice is recorded.

Establishment of an appropriate administrative, technical and physical safeguards... implementation of an ISP... and the designation a program coordinator.

Wait. She left this morning with her backpack on. I saw her get on the bus.

Audrey, you have to take a breath. Now, Harper's very smart and capable. She's fine. I promise you.

There's a week every year that the Park theater plays a different black and white movie every day. Nobody really goes but the owner's a movie buff, so...

Brian used to take off work and pull Harper out of school. They would play hookie together and go.

I'll go. But you should know. They all tip-toe around you. Howard, the kids, Diane, your brother.

I always liked R2D2 better. He always seemed more... accessible.

Hi my name is Jerry S and I haven't used heroin or opium or drank methadone in thirty-five days.

I keep having this reoccurring dream... a relapse nightmare... It always starts with me stealing silverware from the family I'm staying with. Then I sell it to those people in the silver wagons who make burritos for construction workers.

Then with the money I go to a place I used to go to and buy H but my guy's not there. So I'm going to all the spots right? But for some reason nobody has any. All of Seattle is dry.

And I get that feeling -- you know what I'm talking about -- the feeling you get when you can't score. Panic... dread... And it's pouring rain and it's dark and I'm running. Then I finally find some and cook it then mainline. And then I feel at total utter peace.

I think it's my addiction talking to me. Reminding me how scary life is without it. But it's a lie. And I know that. So all it amounts to is a fucked up dream. One that I have way too much.

Yeah. I know a few people who went there. I never could afford it.

But when I get out... Harper... I'm not going to live here anymore.

Harper, I want to say goodbye. Can't you live "as if" you forgive me?

An upper class neighborhood of Seattle with hills and views of Lake Madison. Brian pulls the minivan into the driveway of a fantastic contemporary home made of wood and glass. He looks in the backseat where both kids are sleeping. Then looks over to Audrey who is also asleep. He nudges her. She slowly wakes up and looks around.Brian confirms and points to the kids. She looks over her shoulder at both of them sound asleep on each other.She looks to him with a smile.She grabs his hand and looks into his eyes.But he looks away. Resolute.Losing her smile...In their quiet "kids are sleeping" voices.Audrey leans forward, now very upset. Louder.He looks at her. An impasse. Until...It trails off.And frustrated...She stews. He stews. In stalemate. Until...Brian's anger has now somehow risen.As she shakes her head in an unhappy capitulation then turns around to see... both kids -- now wide awake.

I'm going to make us pasta. I'm going find those cheesy bed trays your sister gave us so we can eat upstairs. And we'll open the wine we just bought.

They have a website where we can make a donation -- I wrote it down.

If I were sleeping with anyone it sure as hell wouldn't be Landon Hicks. He doesn't talk.

The walnut stain wasn't a good choice. I totally fucked this up.

I can't get an honest opinion out of you. You love everything I do.

I hand-strip it, I remove the old finish from top to bottom, I even out color tones, I check the glides. I steam. I sand. I detail. I stain.

I only have one chance at the finish. Because if I screw that up -- it kills the whole thing.

You know how Cold Stone gets. I'm taking my bath. Just stay away from the glass.

I'm sure it's nothing but could you just come over and watch them for like ten minutes while I go over to Cold Stone.

They're waiting for the daddy to bring them ice cream. What do I tell them?

She lost her son, Harper. There's nothing more painful in the world.

Jesus. I haven't turned off Brian's computer. He always leaves it on.

Oh God. David. An old college friend of Brian's. He lives in Michigan now. What's it say?

This is important. I'm sorry, Neal, I need you to drive me down to Renton.

Brian's address book is right on the desk. Open it to Jerry Sunborne.

It would've been so easy for him to give up on you. I would've... anybody would've.

All the time. I turn up the heat in the house until the kids complain.

Harper's having trouble in school. Dory has nightmares about his father in which Brian's actually the villain. And I still sleep on my side of the bed only that's a lie because I don't sleep at all.

We had a fire. In our garage. We had to re-build the whole structure and Brian decided to make it an office. It's just a big room with a bathroom and it's not even finished.

It's not charity. Not for you. You don't -- you don't understand... you'd be doing me the charity.

Good. Our mortgage is steep -- and I don't want to have to get a job.

It's a nineteenth century sideboard that I butchered with walnut stain. I haven't touched it for awhile.

I was going to darken it because I hated it. I can never get an honest answer out of Brian because he's so in love with everything I do.

I read. I clean. I listen to classical music. I organize. But I can't sleep.

This worked better than Ambien. Please. Once I'm asleep, you can go. Okay, now run your hand up and down the back of my neck.

I remember the precise moment I realized Brian loved me. I remember what he was wearing... it was raining.

From them on... no matter what I did... no matter what issue we were dealing with... I could look into his eyes and feel loved.

If I didn't have those children, I'd do heroin all day. I'd chase that first time and then I'd chase the feeling I had on my wedding day and the day Harper was born.

And then I'd chase the way Brian made me feel when he looked at me. I'd chase it all until I died.

Apparently she's not! Her principal called to see how she was feeling. She didn't show up to school yesterday and she's not there now. I'm freaking out, Jerry.

I'm going to go to the school. Stay here in case she comes home.

The next time they put on those old films and you have school. The next time -- I'm taking you! Do you hear me?

If you see him... tell him Audrey came here and she wants him to come back.

I'm not going to let you die, God damn it! Do you hear me? You're not going to fucking die!

I... came here to thank you. You must have real feelings for Jerry.

I'm sorry, I told him to never go in there and so that was the first thing he did.

The garage door opener... Brian noticed it in the middle of the night. He couldn't sleep and was going downstairs to do some work.

And he saw the fire. He went to put it out himself but I wouldn't let him.

We lost so many things. Old photo albums, baby clothes, important documents... I was very upset.

And Brian came up to me with the idea to build his office. He wasn't that upset.

And I started crying and he held me. And I asked how he could be so calm. We were losing so much. And Brian said those were just things...

That's nothing. Brian made a list of the things we lost in the fire. Just throw it out.

It's a fucking list of things we lost in the fire... throw it out.

I won't let you say no because of the money. If you say no for other reasons... I'll hate them. But I'll accept them.

Brian used to tell the children all the time. "Accept the good."

Before my husband died we had a fight. Because I was sure you stole money from our minivan. I found out later that you didn't.

The Cream envelope is open on the table. Spring's out. Asleep on the couch with a syringe and a tie at her feet. Jerry watches an Anthony Robbin's "Awake The Giant With-In" infomercial. Warm on Cream. A knock on the door. Jerry doesn't hear it. Another knock. Louder. Jerry snaps out of it and slowly rises. Jerry opens the door to see...Jerry gives him a hug. Opens the door.Brian heads in, sees Spring asleep on the couch. Sees the syringe then quickly looks up to Jerry.Clearly in the warmth of the opiate...

Wearing his old tattered suit jacket, Jerry gets in the passengers seat and sees the junk in the back.Jerry is sitting on something... he leans up to find himself holding Dory's stuffed dinosaur.Jerry looks the dinosaur straight in the eyes. Brian looks over and smiles.Jerry smiles but it quickly washes away with a heavy sigh.While staring into dinosaur's plastic black eyes...

Brian drinks a coffee, Jerry inhales an ice cream.Jerry smiles... they both know it's a lie.I provide nothing. I am just a poisonous threat. Brian accepts that. But...And Jerry just smiles. It is true and they both know it.As Jerry lights up a smoke.Brian thinks about it for a beat. Then with a smile...As Jerry sucks in a long draw, then...And Brian just looks at him. Registering the question.

Brian wheels a little cart down the aisle of this no frills mini-mart. Jerry at his side.Brian stops, noticing his complaints are trivial. And that makes him a little embarrassed. So he deflects it with...Jerry laughs.Jerry laughs even harder. This is their game.Brian agrees... and now they're both laughing...

As Brian and Jerry carry the grocery bags down the street.A SKETCHY CHARACTER takes an interest in them. Brian's a little nervous. Jerry's not.And it tails off.Jerry's a little animated. He's very emotional as he's coming out from under the warmth of the opiate.And Jerry stops walking. Turns to Brian. Looks him straight on.Jerry's holding back an emotional rush due to his inceptive withdrawal. If he doesn't get high soon, it'll turn to irritable then to sickness then to pure hell.

They stand at the doorway. Brian readies to leave.A little hug.Brian breaks. Looks at Jerry.Jerry sharply looks away...And then back at Brian.And Brian goes. Jerry heads to the couch and flops down on it. Packs a bowl, lights up and draws. And as Jerry tokes, he notices... the grocery bags... everything Brian just bought at the store... sitting against the wall. Jerry can only shake his head and smile as he moves to the window... down to the street below... where his best friend jumps into a minivan and drives off.

An empty space. The lights turn on and Brian stands in the doorway. Looking over the room. Some painting supplies litter the center but most of the work is done. Brian steps in and takes a deep breath, surveys the room. And he stands there for the longest of moments. Still.

Brian comes into the bedroom to find Audrey and Harper in the bed watching television.And they're both crying...Beyond belief...And Audrey looks up to him and holds up a written-on notepad.Brian just rolls his eyes.Harper kisses her mother good night then gets out the bed. As she passes her father...Audrey turns off the tv. Brian gets ready for bed.He gets into bed, turns off the lights. Stares at the ceiling. She rolls over into his hold... eyes now closed.Brian grunts in acknowledgement. His mind elsewhere. A long silence, she falls back asleep... he can't. He starts laughing... she tussles awake.And now Audrey starts laughing...She thinks for a beat, then...She confirms through her laughter. After they quiet, Audrey lays her head on his chest. He throws his leg over her knees. She grabs his arm so it's now draped around her with his hand resting on the back of her neck.Brian continues to stare at his ceiling. She grabs his hand and furrows it under her hair.And he sighs then runs his hand up and down the back of her neck. She loves this. Then...Audrey lets out a little laugh.And they lay there. Her head on his chest, his leg sprawled over her knees... his hand running the nape of her neck.

A glass enclosed indoor pool. An impressive home can be seen across the way. Harper, Brian and Dory are all in the shallow end. Dory stands on the steps with the water going to his little chest. Audrey sits at the edge, getting her feet wet.Harper and her father both put their head under. Dory stands still... terrified.Brian and Harper come up. HOWARD GLASSMAN, kind round man of forty-five and the Burke's neighbor, heads over.Howard owns this house.Howard's wife, DORIS, a very stiff woman dressed in full equestrian gear chimes in.Knowing where this is going...Doris rolls her eyes and walks off.Howard shrugs apologetically to Brian who looks back to his son...Harper swims off to the deep end.And he starts to cry.Brian's losing his patience.As Audrey lowers herself into the pool.Audrey grabs a big red plastic ball.As she heads toward her crying son.She throws the ball at him. It bounces off his head. And Audrey takes her son into her hold... who's now laughing.

Who spends two hundred thousand dollars on a swimming pool and doesn't swim?

Audrey pretends everything is fine. I don't think she's facing reality.

The house was paid off years ago. Brian was very good at being a developer. He thought out of the box, he was very creative in rehabbing space... he saw opportunities in places nobody could see... and that paid off.

As you can see, Doris gets her decorating tips from Uday Hussein.

Yes. I'm just not good at facing fears -- I'm not strong like you.

Look, you're going to have to take this test. The Washington State Mortgage Broker Exam... don't freak out. I'll help you prep.

I like it when Harper and Dory and my nieces and nephews come over.

The Burkes eat their dinner.Eating her dinner, Audrey looks up to Brian. Asks...Audrey quietly eats. And never to look up from her food...Brian stop eating. Regards her.Now looking up and locking in his stare.Audrey stands and clears the dishes.Audrey doesn't answer as she moves to the sink and starts washing the dishes. Harper walks by Brian, he snags her and throws her onto his lap. She giggles.Brian looks into his daughter's big eyes, smiles and says...

The basement is a make-shift restoration studio. A canvas sheet covers the floor. Old pieces of stripped furniture line the wall. Audrey surveys a half-finished sideboard in the middle of the room. Brian appears from behind and wraps him arms around her. She just nods. She doesn't want to fight so they stand there. Looking at the piece.He takes in a big whiff of her hair, nuzzles her neck.Whispering into her ear...She laughs...And he turns her around, kisses her. She kisses him back. Long and deep. They begin to heat up. She pushes him back against the wall, kissing him, untucking his shirt. He grabs her hair, tugs it back, exposes her neck, kisses it. She grinds up against him. Reaches for his pants, unbuttons the top... but... from the kitchen...Aroused and breathless...And she's a little frustrated, turned on. But she steps back and collects herself. Breaking into a smile. Which he returns with...

Brian heads out of the Cold Stone holding the ice cream. As he walks toward the minivan, he notices something across the way. A MAN leaning up against a van, breathing heavily, distressed.The man doesn't answer. Brian notices blood on the man's hands as he walks toward him.And Brian stops... sees something on the ground. A WOMAN lying in a pool of blood -- severely beaten.And the man collects his breath and shouts out.As he kicks her... very hard. She lets out a squeal. Brian runs over.The man then bangs his fist into the side of the van. Hard. The man totally unhinged. The woman barely conscious.The man is hysterical. Crying and pounding the van.Brian takes out his cellular and dials 911. He waits.And Brian's calm -- doesn't want to upset this man anymore than he is.The man has a seat on the ground, throws his head in his hands and weeps.And Brian notices... this distressed man is holding something in his bloody hand... what he used to beat her down... a .22 Caliber handgun.We're close on Brian now as he speaks into the phone. We can hear the man counting down -- on six.And off screen the man stops counting after four. Looking down at the woman, Brian talks into the phone.Brian doesn't ask for police or indict the man at all, he knows that could bring trouble. Brian's mind races, trying to remain calm. And he turns to see the man is no longer on the ground. AND BRIAN BURKE Close on... As he looks up... As his face washes white...And Brian dives forward as we hear a LOUD... CRASH Audrey jumps back with a start. She's wrapped up in a towel, in her bathroom with the bath running. The crash came from downstairs from the... KITCHEN Harper stands over a broken glass, trying to pick up the large chards. Audrey heads in with her towel wrapped around herself.Harper does and smiles over to her mom.Harper shakes her head in disapproval at the stupid joke.As Audrey heads on her way back to her bath.

Audrey comes into the room. Her hair is wet. Dory plaintively looks out the window.Audrey grabs the phone. As she dials...

A mad house on a summer night. Families buzzing everywhere. Assembly-line ice cream. The clerk picks up the phone.She holds the phone away and shouts.As the clerk waits for a response... the flashing cherry illuminations from the ambulances and police cars outside roll across her face.

As the police tape off the crime scene. Three dead bodies lie on the ground.

A wind sweeps across the front lawn. A boot steps down then stops. The boot belongs to a POLICE OFFICER. He stands facing the house, staring it down. His hand begins to shake uncontrollably and we realize... he's terrified. And he draws in a deep breath. And he Looks down to his hand and it stills. As he exhales. Finally, he shares a look with his PARTNER and both officer head for the door... passing Dory's toys and Harper's bike on the way.

Audrey's on the phone.The doorbell RINGS. Audrey looks to see a uniformed POLICE OFFICER outside. And she immediately knows. And she vacantly drops the phone.

Audrey opens the door. The POLICE OFFICER is shaking, horrified... has never done this before and he's young.Audrey nods sharply -- swallowing her world.She's not crying or shaking or anything.Something else is taking over. Cold determination. Shock. Pure shock.It's as if this is the only question in the world to her.The Police Officer is tearing up. Audrey is not.His partner steps in... taking over.She's not hearing a word he's saying.It drifts off... she looks straight ahead. It's excruciating. He has to collect himself. Draws in a deep breath, then...And she vacantly shifts her gaze onto him. Doesn't say anything. Doesn't do anything. She's not there.Another long moment. Until she finally says...

Your husband was in an accident, a domestic issue and he was shot, Mam.

He's dead, Mrs. Burke. He... was trying to help... he took a bullet.

There's a family counsel-- there's a family counselor on the way.

Audrey kneels on the floor. She isn't in her head. She won't remember this part in the morning. And she cleans up the broken glass. Harper walks in. Tears running down her face.As Audrey looks up to her daughter.

It's the next day. FATHER GARRITY sits next to Audrey who stares blankly ahead. She doesn't cry. Only close family and friends litter the silent room. They are... Brian's sister BRENDA, mid 30s, overweight. She cries on the other side of Father Garrity who comforts her. Audrey's brother, NEAL, late 20s, tattoos, a Teddy Bear behind tough guy looks. He stares at his feet. Doesn't know what to say. Audrey's best friend, DIANE, early 30s, glasses... a cerebral attractiveness she's recently grown into. She arranges food on the table and cleans. Dory plays with his toys quietly on the floor. Harper isn't in the room. Brenda looks up to Audrey with tear-laden eyes.And Audrey vacantly heads into the kitchen. Dory looks up. He's just quiet. Wide-eyed and quiet. Diane follows Audrey into the kitchen.

He never mentioned that to me. I know he played tennis sometimes with Ron and he still saw Justin a lot. But he never mentioned that you guys were still in touch.

Brian's maybe six years old, we're the Anderson's guests at Flathead Country Club and we're all swimming in the pool.

All of the sudden, Brian gets out of the water, pulls down his bathing suit and takes a piss right in the pool.

Just like that. I can still see June Anderson's face... people are freaking out. He's peeing right into the pool like it's a urinal.

After it was over, I asked him... "Why did you do that?" I mean he wasn't a troubled child. He never acted out. He was quiet, you know?

I forgot what he said. It was so funny. I asked him why he did it and he came back with something that made no sense.

Audrey leans against the wall. Stares blankly ahead. Diane finds her side.Diane holds out three pills in her hand.Diane regards Audrey. Studies her. Diane's never seen her like this before. Completely cold. No emotion whatsoever.

Harper watches TV. Brian's mother, GINNIE, late 60s, fully clothed, sleeps on the bed. Audrey heads in and sits next to her daughter. Harper looks over to her and doesn't say anything.Harper nods.They watch in silence, until Audrey points to the screen...Tears stream down the side of Harper's face.Harper's not crying but tearing. Tearing while watching and talking. It's inadvertent.Harper nods. Her tears still streaming down her face.And now Harper turns to her mother. And now Harper's crying. Full on.Audrey takes Harper and holds her. Tight. Harper's wails are muffled in her mother's chest.Audrey squeezes tight. Looks forward. But doesn't cry. Doesn't even flinch.

Some more people now. Food being eaten. Diane cleans and organizes. Quiet conversation. Brenda's still crying, holding Father Garrity's hand. Dory tugs on Neal's shirt.Audrey joins Diane in cleaning the table. Diane looks up with tears in her eyes. Audrey manically cleans.But Audrey doesn't stop wiping down the table. She simply said okay and kept doing it. Across the room...DIANE As she looks up to Audrey with red eyes.Audrey doesn't answer. Looks straight ahead... While across the room...AND AUDREY without looking over. Loudly asserts.Neal nervously swallows. Dory quiets. Audrey takes a deep breath and turns to her brother.Neal slowly grabs Dory and brings him in. He imitates a British school girl but delivers it unsteadily and quiet.The whole room is silent. Neal looks over to Audrey who slowly nods. And Neal does the bit again -- but this time he raises his voice... gives it his all.Breaking into laughter, Dory tries to get away but his uncle holds tight.Dory loves this... he laughs as he tries to break Neal's hold. The whole room watches Neal's theatrics.Neal lets his nephew go. Dory falls to the floor in fits of laughter. Neal looks up to Audrey. He's shaking. He's horrified. And Audrey quietly says...

I never want to let it go. I'll feed it and walk it and clean after it. Please, Mumsie... can I keep it? I never want to let it go.

Mumsie, do we have chicken? It eats chicken and I never wanna let it go. We need chicken! Can I keep it? Please, Mumsie.

I wish I could put it on a shelf and it had a button, so when I turned it on, it would laugh and sing and play... and when I turned it off, it would sleep. Can I keep it, Mumsie?

That he was a good rebounder but needed to work on his outside jumper.

There's five addresses here. None of them in any neighborhood I particularly would want to go to.

You'll meet them today. At the funeral. You'll need a suit. Do you have a suit?

Audrey lies in the darkness. Both her children are asleep in the bed with her. Her eyes are wide open. She stares straight ahead. The clock reads 3:43am. She turns on the reading light. Harper rustles but stays asleep. Audrey picks up her book and reads. She loses focus. Audrey looks over to Brian's bedside table and sees his magazine... Food & Wine. And Audrey leans over, opens it and starts reading.

The clock reads 4:54am. Audrey finishes the magazine and lays it on her chest. She stares at her sleeping children. Audrey looks over to Brian's bedside table and sees another magazine... Northwest Real Estate Digest -- a no-frills trade mag. Nonetheless, Audrey reaches for it.

6:04am, the first rays of sunlight break through the blinds. Audrey finishes the trade magazine and looks over to Brian's bedside table. Nothing left to read. And she slowly closes her eyes. And she sleeps.

Grandma Ginnie cries, Father Garrity comforts her. Brenda quietly plays with Dory on the floor. Harper sits at the table reading her book. There are more people now. Howard stands over Harper.Silence. Howard's uncomfortable.Harper nods.Harper half-smiles and then continues reading.

Diane, Audrey and Neal sit at the kitchen table.Audrey stands and runs her hands through Diane's hair. The affection unspoken and habitual.Neal moves for the stove. And from the next room they all hear the unmistakable bling sound of an incoming instant message.Audrey and Neal move through the kitchen and into... BRIAN'S OFFICE A small cluttered room off the kitchen.. Various papers, opened books, scribbled notepads, piles of bills, blueprints and the running computer with a screensaver that flashes various pictures of the family. Audrey stops at the door and turns to her brother.Neal nods and moves to the desk. He sits at the computer. He moves the mouse to kill the screensaver and reads the IM.Neal looks at her. They hold it. Don't know what to do.Neal regards her for a beat, then... starts typing.And something suddenly comes to Audrey's mind.Audrey's suddenly concerned -- takes to a pace while she thinks.And Audrey ignores Diane and turns to her brother.Audrey just looks at him for a moment, before...Neal opens the black book.He finds the entry.Neal brings the book over to Audrey.

Jerry listens to quiet acoustic guitar on a shitty disc player and reads. It's very peaceful. The music is nice. A knock on the door.Jerry thinks for a beat and then opens the door. Faces Neal.Neal stops short. Has never said it before. He needs to swallow... needs to build courage.Jerry just looks at him. Very confused.Jerry stands in his doorway completely stunned.Jerry vacantly walks back into his apartment.Neal looks around, sees the bowls, Spring's needles on the table and tournets.Thunderstruck and side-blinded, Jerry simply sits.Now Neal's tearing up.As it all washes over Jerry.Neal meets Jerry's concerned gaze. Then...Neal understands.Jerry confirms as he grabs the tie on the ground... the one Spring was using to secure her vein...And it's seeping in now. As Jerry gathers his things and gets ready. Silence. An excruciating one.

Jerry straightens the tie. The tattered jacket he's been wearing now accompanies a suit that is too old, too dirty and too big. Jerry looks into the mirror while bringing a bowl up to his lips. He draws in a long hit. Watches himself while doing it. In the suit. He holds it in. Staring at himself all the while until he exhales. As Jerry packs the bowl with more heroin and shoves it in his pocket...

As the procession of cars pull away from the funeral. They all blinker right... then turn... one after another...

Jerry sits in the passenger's seat. Looks out the window. Into the wet gray. Blank and silent.

About fifty people eat and drink and quietly converse. Audrey takes the hands of friends, family and acquaintances, thanks them for their condolences. Neal and Jerry head in. Neal immediately breaks away to talk to some people. And Jerry... alone, nervous and out of place. As he looks over his best friend's home for the first time. The furniture... the books on the coffee table... the pictures on the walls. He finally finds a corner, smiles to anyone that walks by but mostly keeps his eyes pasted on the floor. Howard finds his side.Jerry agrees with a half-smile as Howard offers his hand.As he shakes it...Jerry nods. As Howard notices his wife across the way.And Howard immediately heads into the other room. Jerry stands there for a beat, takes a breath, then... heads for the door.

Jerry steps outside where a few people mill about smoking. He nods politely and then steps to the side of the house. Jerry looks around. He's alone. He removes the bowl from his pocket and brings it to his lips as he rounds the house. But Jerry immediately brings the bowl down when he sees... CHILDREN five of them including Dory and Harper. In the back yard. A few on the swing set, the others around it. Jerry pockets the bowl. And he slowly walks over.Brenda's son, DAVE, seven, smiles.Jerry looks at the children and then smiles over to Harper.Harper points to her brother who looks up from the lawn.Harper nods. Jerry nods. A long still silence. The children just stare at him. And he turns to go, but...Jerry laughs. Stops and looks down at Dory's big eyes.Jerry takes a breath. Close to losing it. Looks at Harper.Harper just looks at him.Dory laughs.And Jerry looks at Dory.And Jerry's so unsure of himself, swaying back and forth in place... the nervous mannerisms of a child. Harper smiles. Tears stream down her face. But she still smiles.Jerry slowly nods. Silence. He looks at both kids, their silent eyes, their plaintive expressions. And he finally says...Harper holds still. Looks strong into Jerry's eyes.With that, Jerry forces a smile.

Jerry leans up against the house and lights a cigarette. Brenda wipes the tears from her eyes as she hugs someone goodbye. She sets to head back into the house but stops.Jerry smiles.She hugs him, flushed with new tears.Jerry just smiles.It trails off.Jerry hands her a cigarette. As she lights it...She lets out an unsure laugh. She tries to read him, was he serious? Can't tell -- so she just says his name again.He nods. Silence, until...Jerry forces the smallest of smiles.And Jerry holds the tears back as he draws in a deep drag.

Jerry stands against the wall again. Neal finds him.They head for the door but Jerry stops. Because across the room he sees someone he knows... someone looking right at him... Audrey Burke. And the world closes in on Jerry as she slowly walks over.She looks at him. Doesn't smile.Neal heads off to greet someone. They're left alone. Silence. Uncomfortable.Another silence.But he doesn't go. Because she keeps staring right at him.And Jerry slowly lets it register.Another silence. Until...And he holds her cold stare. Until...And she accepts this with a slow nod.

Jerry stands by the trash. He draws in a long toke from his bowl, holds it in. Closes his eyes and leans his head back against the wall. And he exhales. Then he breaks down... completely breaks down. Crouches into against the wall. Becomes small. Shudders and shakes. Sobs and cries. Then Jerry stops on the dime. Takes in another hit and stands. Collects himself. That quick -- the briefest of paroxysms. And he sees a carton of chocolate milk in the trash. And for some reason this makes him smile.

The dishes are all cleaned and stacked, the help has left. The children are asleep upstairs. Diane, Neal, Howard, Brenda, Audrey and Jerry remain. Brenda tells a story... everyone is laughing.The room is rapt. Jerry connects a look with Audrey and nervously averts it. Audrey doesn't -- holds the stare.Laughter.Diane works the room with a bottle of wine... refilling all empty glasses.Brenda's eyes reach for her brain, trying to remember...Jerry says something under his breath while pondering his shoes. They all look over to him. He looks up, clears his throat and then says it again.They all look at her. Except for Audrey who still glares at Jerry. He becomes uncomfortable under her gaze.And she begins to tear up. Silence. Now Jerry looks up. Bravely into Audrey's hold and says it again with a reminiscent smile...But Audrey doesn't return the smile. Just regards him.

Breakfast. The house is spotless. Impeccably clean. Audrey sits at the table with her children. It's eerily quiet. Harper holds this long bamboo pole with a feather at the end, some novelty item. Every few seconds, Harper uses the pole to tickle Dory's ear. When he turns to see what it was, Harper quickly brings the pole down. He hates this.They eat in silence some more, until... Harper does it again.Audrey looks up with cold eyes. And simply stands and leaves the room. Leaving both children silent.

Audrey cleans in silence. She wipes a table that already looks spotless.

A heavy silence. Audrey's ironing. Very alone. And she finishes. Holds up... Brian's shirt. And Audrey throws it into a garbage bag... As she grabs another shirt of Brian's from a pile and places it on the ironing board.

As Audrey tries screwing a socket cover into place. The screwdriver slips and jams into her finger.She looks at her hand... a little blood. Then Audrey simply stands, drops the two other covers and leaves the room.

Audrey loads the minivan with grocery bags. She drops her keys onto the floor goes to pick them up and sees something on the floor... peaking out under the floor mat... And Audrey removes the mat to reveal... three crumpled up twenty dollar bills. She stops cold... simply stares at them.

Audrey watches Dory as he sleeps. And he tosses and turns... having a nightmare.

The clock read 2:32am. Audrey thumbs through a photo album. We see pictures of Brian. One of him as a child standing with his father... holding up a recently caught fish. Then one of Brian as a teen... standing next to Brenda who dons a cap and gown. And Finally... A PICTURE OF Brian IN HIS LATE TEENS standing with his arm around his friend... Jerry Sunborne. Taken in the summer... by a lake... both of them with long hair... laughing... maybe stoned... daydreaming boys with their shirts off. And Audrey holds on this picture. On these two friends. Years ago.

Audrey parks the minivan. Looks around the shifty neighborhood. Bounds the stairs to Jerry's apartment.

Not much of a better neighborhood. The clinic has a line of people outside. Audrey looks the line over, these people are vacant... shattered. Audrey checks the address and heads into the stairway that leads above the clinic.

A halfway house for recovering addicts. Audrey knocks on a door and waits. She's nervous. The door opens. A frail older black man looks at her.

Jerry wears a discman and heads for the building. He stops when he sees... standing on the street... waiting for him... Audrey Burke. As they lock eyes...

Jerry and Audrey walk. Jerry smokes.And he shows her his arm...Goose bumps all over it -- his arm looks like a cold turkey.He draws in a long drag. Then...Audrey stops walking and asks...Jerry stops, looks around, avoids her gaze. Then...But her direct glare holds. Strong. Waiting for the answer.And they continue to walk...He takes a deep breath, then...He stops. Faces her.She shivers, tightens her jacket around her.A long moment. Then...Jerry listens. Doesn't say anything.As Audrey simply turns and heads toward her minivan... leaving Jerry Sunborne standing there... a little confused.

The NA meeting consists of about twenty men and five women. The atmosphere is church basement. Jerry heads in and uncomfortably takes a seat in the back. There's a woman sitting near the front, attractive and younger. Her name is KELLY F. She turns, looks at Jerry and smiles. And Jerry nods to her. Unsure. Then finally... exhales.

Clock reads 1:54 am. Dory sleeps next to Audrey... whose eyes are wide open.

In the doorway, in the middle of this night, stands Audrey Burke... completely still.

Jerry mops the floor. Wears a discman. Takes it off when he sees... AUDREY BURKE standing in front of him.Jerry nods.Jerry laughs.She looks around.He doesn't know what to say. Then...Jerry slowly digests it. Unsure.

As Howard and Jerry load Howard's SUV with his old furniture.Howard slowly nods.And Jerry simply regards Howard...And as he breaks into a wicked smile...A beat, then... they both break into laughter.

Howard and Jerry unload the SUV onto the front lawn. A chair, desk, box spring.

Jerry lies on the mattress in the corner. Doing nothing. Staring at the ceiling. A knock on the door. Jerry opens it to see...Jerry laughs... he hasn't that term since he was a kid.Harper looks the place over. The walls unpainted. The furniture lined against the wall. The mattress in the corner.

Audrey sets down the food. Dory stares at Jerry as he fills his plate with spinach and broccoli.Harper looks up.Mumbles.Jerry's nervous. A little agitated. His eyes dart the room. He notices the pristine hutch in the corner, then he looks back to the table where he catches Dory staring at him. And Dory immediately looks away. And they eat in silence.

Harper and Jerry watch tv. Harper holds the clicker... incessantly surfing the channels. She looks over to Jerry staring blankly at the flashing images. Without looking at her.And he turns to look her dead-on. Crazy-eyed...As Harper carefully places down the remote and gets the hell out of there. A beat, then... Jerry smiles as he grabs the remote.

Jerry shoots forward with a start. Sweating. Horrified. Fresh off the grip of a nightmare. AND JERRY Now dressed, throwing his clothing into his old suitcase.

Jerry opens the bottom drawer of that pristine hutch to reveal a large wooden box holding silverware. As he grabs it.

Holding his suitcase, Jerry heads for the front door, opens it. Takes a breath and stands there. A moment of confliction, until... Jerry puts down his suitcase and the wooden box.And Jerry turns to see Harper standing on the staircase in her pajamas.Wiping the tears away from his face...And then...

In her bed, Harper falls back to sleep. Soft and quiet. Travel the room... pass collages of photographs... past posters of Seattle Trailblazer greats and pop stars... And find... JERRY SUNBORNE sitting in a little rocking chair... still as can be...

As Jerry sits and looks out onto the street. Streaks of a sunrise splinter through the clouds. And he sits. Doing nothing but staring straight ahead.

The walls aren't painted, the windows have no shades, all but one of the electrical sockets are naked. As Jerry lies on a mattress in the corner -- wide awake.

Jerry opens the front door to be face to face with... HOWARD GLASSMAN Dressed in running gear.Jerry nods.

A late autumn day, storm clouds hovering. Jerry struggles to keep up with Howard. And they pass by the... COLD STONE CREAMERY As Howard finds his side.It trails off. And Howard simply shrugs...As they continue their run...Every few seconds Jerry falls behind and fights to catch up.Jerry doesn't answer.

Jerry works a coffee at the table and reads the paper. Audrey heads in and pours herself a diet coke.Audrey heads for the door.And she stops, turns and says...It came out so cold... she doesn't care.They lock eyes. Silence... Until... she goes.

Stung from Audrey's comment, Jerry heads outside. Tries to collect himself... his emotions. And sees Harper across the way... alone... at the basket... shooting hoops. Jerry take a moment to suck in some air then heads over to Harper and steals the ball with...And Jerry lay it in... laughs.Jerry passes her the ball.She takes a shot and hits it.Silence. Until...As Jerry hits a shot.As she misses the shot.Jerry grabs the rebound but holds the ball. Quietly says...She just looks up at him. Her eyes now filled with tears.She accepts this. Then... grabs from the ball from him and takes the shot.

The NA meeting consists of about twenty men and five women. The atmosphere is church basement. Jerry sips his coffee and listens to the share of... KELLY F. The woman who smiled at Jerry the last time. She's in her late 20s with natural honey hair. She doesn't look like a heroin addict. She looks... ordinary.And Jerry listens intently... focusing on this woman...She takes a beat and a breath in order collect herself.The MEETING DIRECTOR behind the desk looks the room over...The room applauds. He holds up his coffee cup.The room laughs. Jerry takes a deep breath, then...Jerry painfully scans the room, he has more to say but can't seem to say it. So he says...As the room applauds.

I'm really mad today. And frustrated. Because there's this woman at the convalescent home I work at. Katherine. She's ninety- six- years old. And she's always been this upbeat person... high energy... optimistic... big smile all the time. Katherine's was diagnosed with cancer but it's the kind that spreads very slowly. It could take twenty years to matter. And I didn't want them to tell her. What's the point? Right?

And they fucking told her. Now she won't leave her room. She cries all day and she refers to the cancer as the beast inside of her.

You try to help them. You try to... I don't know... make whatever it is manageable. And sometimes that means keeping things from them... you know?

Last week you left before the serenity prayer. It's disrespectful to leave before it.

If he's alive and he comes back there. Put him in a room and lock the door. And no matter how much pain he's in, no matter how much he begs... don't let him out for at least three days... until the sickness goes away.

I lost the love of my life too. Overdose. It's what got me clean.

That's not uncommon. They say that everytime a user dies... there's one that gets clean because of it.

The antacid you can give him now. This tea will help him keep down solids. You want to give him the antihistamine only at night.

He's been taking poison for many years. And when he stops, he gets sick.

It's just how it works, Harper. To feel good again he has to go through a lot of pain. I don't know -- it's just how it works.

Jerry heads off from the meeting. A voice from behind him.Jerry turns. She sways back and forth. Like a little girl. In the glow of the street light, she's very beautiful.And he turns to go.She calls out after him.And he stops. And he turns.As she sways.He smiles.They hold a moment through the mist. Until...He thinks about it for a beat, then...He just stands there. She waits for more. So he gives it to her. Lies some more.As Kelly F slowly nods.

A small cd player blares the Darek Dominos "Have You Ever Loved A Woman?" And we find Jerry Sunborne... hanging venetian blinds.

Jerry and Howard stop running. Both out of breath.Jerry's sucks in air. Nods. Can't talk.Still out of breath, Jerry confirms. And Howard regards Jerry standing there. And without fear... asks...Catching his breath...But Howard doesn't laugh. Just stares at him. Demanding the answer. Jerry loses his smile. And he gives it.Jerry confirms.A moment, then...As Howard heads on his way.

Jerry finds Audrey in her studio. She looks at that partially restored sideboard -- hasn't been touched in weeks.As she circles the cupboard.They now both stare at it.And she turns to him. Reads his eyes... he's not lying. They're faces inches apart. The moment charged... As she breaks the look, steps back and regards her work.

Audrey finishes wiping down the kitchen counter. Jerry stands at the border of... BRIANS'S HOME OFFICE Nothing's moved.As Audrey joins his side.She just shrugs.And she attempts a smile that doesn't happen.

The small cd player blares Peter Frampton's famous live rendition of "Do You Feel Like I Do?" And we find Jerry Sunborne... painting the walls.

A very large home. Giving the tour, Howard walks Jerry into the living room that's decorated very ostentatiously.The view behind them is of Howard's giant manicured lawn and the bubble of his indoor pool across the way. Taking in the manse...Jerry laughs.Jerry looks at him. Let's it register. Looks around. The art on the walls, the antique furniture, the grounds outside that stretch forever. And Jerry laughs...But Howard's not joking. A moment.Jerry thinks about it for a moment. Then...As Jerry regards the bubble across the lawn.He shrugs...Jerry accepts that. Ponders the bubble, then...

Harper and her friend swim in the deep end while Dory waddles around on the steps that lead to the shallow end. Audrey quietly reads on a lounge chair. Everything echoes. Jerry plays with the kids in the pool. When one of the kids swim off the wall, it's open season. They love this. He'll go under and they'll move off the wall, then it's a race. Now wearing floaties, Dory laughs as Jerry captures him, swims him toward the deep end.Jerry stops.Dory shakes no.Jerry slowly takes Dory's floaties off. Dory starts to protest but Jerry shh's him and places the boy back on the stairs so he can stand.Dory nods yes.Dory bends down and does it.Dory does.And then Dory does that.Dory leans forward and soaks the top of his head above the eyes.As Audrey looks up from her book.Dory just stands there.Audrey now stands... quietly looks on.Dory is nervous. Unsure.This makes sense to Dory.Dory slowly puts his chin under, Jerry faces him, matches the boy's eye-line and does the same. Then his nose, slowly. Jerry too. Harper stops playing and looks over. Then the eye-line. They both carefully descend. And staring into each other's eyes, they both slowly put their head under the water. Dory quickly comes up. Harper steals a look with her mother. Audrey is stunned.Dory wipes his eyes dry. Looks to his mother who smiles and shakes her head "yes."And they dunk under. Together. All the way. UNDER THE WATER Jerry looks into Dory's eyes and smiles. Dory returns it... the bubbles rising from his mouth. And they hold the moment... hold the weightlessness.

Jerry reads on his bed. A knock on the door. He glances at the clock 1:26am.Audrey does.Bob Dylan's "Shelter From The Storm" quietly plays.She doesn't. Stands there. Dylan crooning. Until...Confused...And they sit in silence.Now he understands. A moment...She searches... then finds it...She sharply nods. Then takes a beat before she points out...A long moment. Then...

Jerry lies down next to Audrey. He's nervous. She's not. She slowly places her head on his chest. Wide-eyed, he stares up at the ceiling.She takes his left leg and places it over her knees. Then moves his arm around her so his hand is on the back of her neck.He does it. Nervous and stilted.He buries his hand under her hair. Runs it up and down.He tries.He lifts his leg up.And he leans up.He glares at her. And calmly says...She takes a moment to breathe. She's in a state. And almost pleading...And he lies back down with a sigh.As she places her head back on his chest and closes her eyes. They lie in silence. A long still moment. And Jerry. Wide-eyed. Wide awake. And Audrey. Finally asleep.

Audrey sleeps. Then she slowly wakes up... looks to the clock... 1:23 pm. And she smiles... because she finally found sleep.

Jerry's share. He looks over the room.The room applauds.And he looks right at Kelly F.And she bites her lip. Holds his look. Slowly nods her forgiveness.And Kelly F starts to laugh. Jerry just looks at her. Then he laughs as well. The room is quiet... everyone looking at them... not sure why these two people are laughing... and either are they.

The small cd player blares The Allman Brother's, 1971, Fillmore East's, thirty-three minute "Mountain Jam." And we find Jerry Sunborne... screwing in the socket covers.

Howard and Jerry run. Now it's a breathless Howard who keeps falling behind and having to catch up.As Jerry sprints away... leaving Howard in the dust.

A the rain has cleared its way into a sunny winter day. Warm enough to be outside. The park is buzzing. The children run and play across the way... Audrey and Jerry watch... HARPER AND DORY as they play in a game of soccer.She looks at her son running as fast as he can... full of laughter...Audrey looks at him. He slowly nods to confirm. And she holds on her son running up that hill.He takes that in, then...She thinks about that... as Jerry regards her. Then...A long moment, Jerry takes it all in, then...She looks around... the park... the kids... the other families... and now she understands what he meant.

Jerry heads out of the bathroom wearing only a towel. Audrey places his folded clothing on his bed from a laundry basket.He nods. She looks him up and down. He a little uncomfortable under her gaze.And he does.A long moment.He takes a deep breath. Turns to face her.She listens. He sorts his thoughts.She thinks about it, then...And then he looks into her eyes and says...

Howard and Jerry run. Howard's testing him. As Jerry spits out an answer in between deep breaths.They're both sweaty and exhausted.And they continue running...

They all eat breakfast. Dory sits on Jerry's lap.Dory laughs. Harper looks to Jerry.Harper finishes and stands up to go.Harper imitates Audrey.Jerry cracks a smile. Audrey doesn't laugh.As Harper grabs her dish and brings it to the sink...

Jerry and Harper play one on one in the morning mist. She's fast. Lays it in. He might be letting her win. Dory dances on the lawn across the way.Dory just looks at him.Dory smiles and spins on his head... hip-hop style. Harper stops playing and they watch him together.Now both kids are looking at him.And Jerry does this little Irish jig. Both kids break out laughing. He continues to do it.They join him. And all three of them... dancing this little jig on the lawn... until the school bus pulls up. Harper grabs her backpack and heads for the bus. Jerry looks down to Dory's who's laughing.

A CLERK leads Jerry to a computer. He sits and starts taking his test. And Jerry reads the questions and then thoughtfully punches in the answers. He's deep in concentration. Biting his lip and taking on each question one at a time.

Jerry parks the minivan. He's in a good mood. Feels good about the test. Audrey waits for him in the drive. He smiles at her but he can see... she's upset. As he gets out...Audrey can barely get the words out.Audrey's in a state. Unblinking. Shaking.As she grabs the keys out of his hands.

Jerry waits and waits. Paces back and forth. He then sits and turns on the TV to distract himself, nervously changes the channels. Not really watching. He stops on an old black and white movie. And Jerry vacantly watches it for a beat. Until something washes over him that causes him to stand with a start.

The marquee reads "A Week Of Black And White Classics." Jerry gets off of a bicycle, buys a ticket and heads in.

"Sunset Blvd." plays. Harper sits and watches it. Jerry has a seat next to her. She looks over to him. Nonplussed. And just as Jerry tries to say something, Harper lifts up her arm and quiets him with...

Jerry walks the bike. Backpack on, Harper matches his stride.Harper turns on her phone, dials. Speaks into the phone.And Harper simply turns the phone back off.He doesn't answer the question. Just points out...Jerry notices the street they're heading down... the Cold Stone is up ahead. As Harper looks up to him.And Jerry takes a right.He just keeps walking.As they continue to walk.He looks at her.And he thinks about that for a moment, then...And they walk in silence, until...

Jerry and Harper head into the house. Audrey stands in the middle of the room, still.And Audrey -- simply standing there... stunned.Uncomfortable...As Harper runs out of the room and up the stairs.

Harper sulks on the bed. Her nose in a book that she's not reading. Audrey angrily appears in the doorway.Harper looks up. Sulking. Tearing.Harper can only slightly shake yes. And Audrey's gone as quickly as she appeared.

Audrey removes clothing from the dryer in a flurry. She's furious. Can barely contain her anger. Almost muttering to herself. Finally, she's had enough. As she swipes the laundry basket and rushes upstairs.

Jerry sits on a swing. He looks up to see...She's furious. Looks into a distance that isn't there and tries to contain herself. A long moment, then she stands and says...Jerry nods.As he heads out...

Audrey heads in, upset. She takes a moment to collect \* herself. Before she can, Jerry rushes in. \*And that hits a chord as she shouts back... \*She throws her head into her hands... \*And he looks at her... \*And he storms out... \*

You don't do that. You don't just \* invite someone to come live with \* you... \*

You better get a handle on your \* shit, Audrey... because they're the \* ones who are going to suffer. \*

Audrey heads to the master. She passes the window that looks out onto Jerry's apartment and stops. And she holds on it. Ever still.

Audrey lies awake. Looking at the ceiling. Clock reads 1:12am. Audrey looks to see Harper, holding her stuffed lion, standing there and looking at her mother. No words are spoken as Audrey softly pats the spot on the bed next to her. And Harper jumps into the bed and curls into her mother's hold.

Holding the basketball, Harper knocks one more time.She tries the door. It opens. And Harper heads in... bouncing the ball.And she stops dead in her tracks. Because the apartment... is empty.

Audrey cooks Dory his breakfast. Harper rushes in.Audrey scoops Dory's eggs onto his plate.Audrey tries to hold herself together but it shows -- she's worried sick.Breaking into a flurry of tears...Audrey places the plate down in front of Dory. And he looks up to her big eyes and asks...

Audrey stands in the center of the room. Looking over the emptiness.

Hair wet and towel wrapped around her body, Audrey places paste to brush as she wanders from the bathroom to her bedroom. She stops cold and stares at her husband's side of the bed... her six year old son sound asleep in it. And she heads to the window, looks out onto the empty street below... her face painted with worry.

Audrey stands in the doorway, talking to a man almost fully painted in INK.As Audrey gives him a twenty.As Ink looks Audrey up and down.She ignores the question.And she goes.

Audrey sits on the porch in a still silence. Gazing out to the empty street... waiting...

A birthday cake is cut into. An upbeat meeting. Kelly F looks around the room. No Jerry. And concern washes over Kelly's face as a piece of cake is handed to her.

Audrey stands at the bedroom window. Once again, her eyes are pasted to the street below. Once again... she's waiting.

Audrey lies in her bed. Awake. Dory sleeps beside her. The phone rings and she immediately picks it up.INTERCUT WITHKelly's tearing up.And Audrey's already up with a pad and pen.She doesn't answer. Just says...

Audrey parks the minivan. This neighborhood is even worse than Renton. She heads for the boarded up building and then makes her way around back. The the...

This place is akin to a nightmare. Audrey walks through the lot. She can make out various groups of people sitting on the ground. All are shooting up or nodding off. She looks closer to see their faces. Some look back. Somebody juts out at her, she recoils back. It's an old man, no teeth, dirty, he's offering her something, she's not sure what. She catches her breath and declines. Her lips mouth the word "Jerry," she tries to call out his name, but... nothing comes out. And she keeps walking... keeps looking... We see Arnie K, one of the guys from Jerry's NA meeting. And then she sees... JERRY SUNBORNE barely conscious. On his first opiate rush in months. His bowl and lighter on the ground next to him. He's vacant and warm. Audrey sucks in a mouthful of air, then... moves to him. And Audrey GRABS Jerry by the shirt and starts to drag him. He looks up to her in a daze but doesn't fight back.Jerry finds his knees and crawls away from her but she tackles him. Audrey gains her feet, struggles to pull his whole body forcefully. Arnie K looks up, completely high.Audrey uses all her strength to pull Jerry.As he shakily breaks her grasp and stumbles to his feet.And she sways back and forth. Hair a mess. Out of breath. Says it again.He begins to gain his senses and says it slowly.

She drives. He lights up a smoke, turns to her.Eyes pasted on the road...She nods. Silence. And as he looks out the window...

Audrey and Jerry get out of the minivan. Neal waits for them, nods to his sister.Jerry looks at Neal. Then back to Audrey. Knows the score.

Audrey's minivan parks in the gravel drive outside this large mansion. Two old men sit on the porch, looking out into the concrete sky.

Audrey sits in a booth, nursing a coffee and quietly waiting. A few elderly people eat a neighboring table. Kelly F heads and sits across from Audrey.Audrey nods.Kelly F looks over to the neighboring table and shouts out.MR. SKOPES, shakes his head.She turns to back to Audrey.Audrey smiles. Kelly F shrugs.And it washes over Kelly F.Audrey sadly confirms. A staggering silence. One that Kelly breaks with...Audrey sharply nods.And Audrey looks directly into Kelly's eyes... and asks...Silence. Until...And Audrey looks away for a long moment. Then back with...

Audrey's at the counter, mixing Kool-Aid. Kelly F stands at the kitchen table... unloading a bag from the local pharmacy.Harper runs in and grabs a glass.Harper understands... looks out the window.And Audrey joins her daughter... now both looking out to the apartment above the garage.

At the swing-set, Harper and Kelly F swing slowly next to each other.Notice Dory... as he quietly walks right by them... holding a lunch pail... heading for the garage. They don't see him.Kelly F simply shrugs.And they swing in silence...

The place is a disaster area. Stained bed sheets twisted all over the place. Furniture scattered about. Cigarette butts put out on the floor. Sickness everywhere. And Jerry lies on the bed. Moaning in pain. He crawls to the side of the bed and throws up into a well placed bucket.He heaves again but this time it's dry and painful. In agony, Jerry rolls to his back so he now hangs upside down off the side of the bed. And he sees an upside down Dory. Holding a lunch pail and swinging back and forth.And Jerry... his hair dripping in sweat... his shirt off, vomit and blood stains on his sweat pants.Jerry leans up on the bed. Now Dory's right side up.Dory looks at him for beat, then... smiles.Jerry regards the boy. Regards his Star Wars lunch pail.Then...And Dory simply runs off.

Audrey cooks dinner with Diane. Jerry appears at the door and lights up a smoke. He's made himself look presentable with a shower, a fresh t-shirt and old jeans.Audrey and Diane share a look and both stifle laughs.Jerry smiles.She nods. And he begins to head back toward his apartment over the garage but stops... turns and comes back.And he smiles...

Jerry sleeps. His eyes open and he sits up. The place has been cleaned. And Jerry takes inventory of himself. And he realizes... the sickness is gone...

A dinner party. Howard Glassman, Brenda, Jerry, Harper, Neal, Diane, Dory and Audrey. Jerry immediately stands in the doorway.And Jerry sees another face at the table.Jerry's surprised to see her. But happy...As Jerry sits down next to Kelly. A little unsure.And Dory's reaction is priceless... total confusion. The room breaks into laughter. Kelly F turns to Audrey.Audrey looks to Kelly F. Still laughing.The table silences. Audrey stops laughing.Kelly F just shrugs.Audrey is now glaring at her. Kelly F holds strong.The table is completely silent. Kelly F and Audrey locked in a stone cold unblinking hold.Kelly F accepts that with a nod. Audrey still pierces her with daggers. Then says...Kelly F smiles. Then...A beat of silence, until...Kelly F turns to her.Brenda looks to Kelly F and chimes in.Diane is now crying. Dory shouts out to Kelly F.Kelly F looks over to little Dory and smiles.Dory's now on a roll...And Kelly F looks at Audrey.Kelly F nods. But Audrey's not finished.Now everybody is looking at her.And she's not really talking to anyone in particular... just aloud...Silence. Until... Diane turns to Kelly F, says...Kelly F slowly nods. Dory laughs.Audrey grabs her son's head and attacks it with a flurry of kisses. And he laughs and laughs.

Kelly F and Jerry stand outside the garage.She ponders the place, then her car across the driveway, then...He accepts that. As she jumps to her tippy-toes and kisses him on the forehead.She's a force of energy. As Jerry takes it in and watches her go.

Jerry comes back into the house. Finds Audrey sitting in Brian's office. Sitting in chair at the desk... blankly staring ahead at nothing. Jerry quietly heads in. He notices something on the desk. A list of some sort. It looks like a laundry list. And Jerry recognizes the writing. He picks it up.She looks over.Jerry reads from it.She's getting upset. Jerry can see that. She's beginning to break. So he keeps reading...She swipes for it, he stands and moves back. She's now on her feet.She rushes him. He backpedals as he lifts the list over his head.She reaches for the list. He holds her at bay. And Audrey's eyes scan the room. The blueprints laid out on a table... a tennis racket up against a wall... an appointment book on the desk. Jerry still reads...And now Jerry looks at her... and he finally sees them... tears... flooding down Audrey Burke' face. And he looks up at the list -- continues to read.And Audrey Burke finally cries. He stops reading, holds her. And she breaks down into waves and waves of primal pain. And he squeezes her tighter. And she screams into him. And she cries. Catharsis.

Jerry sips out of his coffee cup. He has the floor.And Kelly F. Rapt...As they applaud and move on to the next.

Jerry tosses and turns, Kelly next to him. She wakes him.And soaked in sweat, Jerry shoots up with a start, catches his breath and reaches for the bedside table. Jerry lights up a cigarette and stares out of the window. He's naked. A beat, then... Kelly F, also naked, now stands across from him. He's shaking and sweaty. Troubled. She takes him into her hold. Calms him. They lean forward into each other, holding up one another by their foreheads. And they stare into each other's eyes.

Rows and rows of headstones that stretch on forever. Find the Burke minivan as it slowly winds around the gravel road then stops. Audrey, Harper and Dory emerge. Audrey holds a large bouquet of flowers. She hands some to Harper then gets to her knees and faces Dory. He's crying. She wipes away his tears then hands him some flowers. And Audrey Burke takes both her children by the hand and walks them down a hill. As they stop at a Brian's grave...

Audrey picks up Dory's toys. She senses someone watching her and turns to see...He does. On Dory's bed.She sits down next to him.He's not sure. She can tell.And this makes Jerry smile.He leans back on the bed, stares at the ceiling, asks...Now she lays back. They lie on the little bed, side by side both stare straight up. Tears in her eyes...A long moment. They lie in silence. And Jerry notices little stars... stickers... all over the ceiling...He lies there. Pondering the stickers. Until finally...

Harper shoots baskets in the drive. Jerry steals the ball from her and takes a shot. Hits it. Harper grabs the ball and throws it back out to him.But Jerry holds the ball.And she just stands there.Tears rolling down her face...And she simply runs off. Leaving Jerry -- holding the ball.

Howard and Jerry finish loading up the U-haul. Jerry looks at the house and sighs. Dory runs over and Jerry picks him up... kisses his forehead.Jerry slowly confirms that as he puts Dory down and turns to be face to face with...Howard hugs Jerry. As it breaks...And Jerry laughs in disbelief. Howard can only shrug.

Jerry knocks on Harper's door again.He looks over to Audrey who can only shrug.No answer from the room.

Kelly waits in her Honda. Jerry turns to face Audrey. This is goodbye...As she leads him to the back of the U-hall...And placed in the cargo hold... a piece of furniture Jerry didn't put there... THE SIDEBOARD restored and exquisite.Jerry doesn't know what to say... floored with emotion...And then she faces Jerry, tears in her eyes...And she looks back over to the house... to Dory playing on the lawn.And then...And she goes.

Kelly F pulls the car away from the curb. The U-haul attached to the back. They drive for a beat then she stops the car. Nods to the side-mirror. Jerry looks into it and sees... LITTLE HARPER BURKE Running after them. Tears in her eyes. And as Jerry gets out of the car... we pull back... he picks her up and brings her into him... we pull back even more... high over the green landscape of a Northwest summer... with the girl and man locked in an embrace growing ever smaller... FADE TO BLACK BUT THEN...UNDER TITLES Time has passed. It is Winter. A gentle snow covers the ground. Audrey drives up the drive-way in a new smaller car. She parks and gets out, her hands full of shopping bags. On the way to the front door she walks past a bigwheel... past a girl's bicycle... past a pair of gardening gloves... past a soccer ball... She comes to the front door where a bouquet of flowers with a card waits at the doorstep. She opens the card. On it is written: ACCEPT THE GOOD She smiles and enters the house, closing the door behind her.

Closer still , the Upper West Side . For another second . No time to waste admiring the scenery .

Race across a field of PEDESTRIANS to pick up three women hurrying down the sidewalk . LYDIA LYNCH , a real estate broker , vaults down the sidewalk , she 's got a hell of a stride . MEG ALTMAN , thirtyish , struggles to keep up with her , she 's tall , wafer - thin , pale as a ghost . SARAH , a nine year old girl , flat out runs to keep up , dribbling a basketball as she goes . The kid 's athletic , much tougher than Meg , who she resembles . Lydia reads from a sheet she carries in her bouncing hands .They approach a row of brownstones , narrow four story townhouses , nice looking buildings , a hundred years old or more . EVAN , a sour - looking man , has just locked the front door of number 26 and is coming down the steps . He sees them coming .

- seventeen feet wide, fifty - five feet deep, forty - two hundred square feet, four floors with a rentable basement apartment, so five altogether, courtyard in back -

This is it? I told you on the phone, I have to be moved in in two weeks. Sarah, please do n't bounce that here.

One day you will learn to respect other people's time, Lydia, one day you -

The hotel guy? It's been in the papers lately. His kids are all suing each other over his estate. He was a total recluse, paranoid, rich as hell, he was worth thirty million or something, now it turns out they ca n't find half of it.

Absolutely! You're a woman, you're living alone now. Your alarm goes off, or you head glass break, or for whatever reason you think someone's broken into your home in the middle of the night. What are you going to do? Call the police and wait until they get here on Tuesday? Traipse downstairs in your sexy little underthings and check it out? I think not!

And with kids like he's got, no wonder he wanted a place to hide.

Will they take asking price? I need a two week escrow and I'm already approved for the loan.

I'm sorry. Apartments, and. money, and. this is more my husband's area.

Things, and if I ca n't prove to my soon to - be ex - husband that I can provide a suitable place for our daughter to live in the next fourteen days, it's going to get ugly between us. Uglier.

Bypass non - ready zones. ah, shunt, enter, shunt again, zone number. wait.

We're not coming out. We're not letting you in. Get out of my house.

I mean it, lie down. You get your adrenaline up and you know what's gon na happen.

I may not have hooked up the phone in here, but I hooked up the main line, and there's a jack at the base of this wall outside, I saw it!

He'll know we're in trouble. He heard me, I said `` There are three.''

What would you think, in the middle of the night? I mean, three what, three bears? He'll call the police.

He's just across the park, this is why we got places so close to each other, in case we needed each other, we're still a family, he'll help us.

Okay, listen, honey, you went double digit here, you must have been shooting out adrenaline like crazy, we got ta bring your blood sugar back up, okay? Can you hear me?

Hey, she's still a smart ass, excellent sign. Did you see any sugar in here? Any candy bars, anything sweet?

Okay, you just got ta calm yourself down, that's all, just stay calm and your adrenaline will go back to normal and you'll be fine.

No biggie, we've been through it a dozen times, I just jab you with the Glucogen.

Hey, quit apologizing, you're starting to sound like Grandma. You're not gon na have an attack. Okay?

You wake me out of a sound sleep at four in the morning and then tell me I look like hell? Of course I look like hell, you do n't look so hot yourself, Jack. I'm freezing here, thank you for checking, can I go?

Man, you are good! You mean, like, if somebody was in the house or something? That's great, they really train you guys these days, do n't they?

Okay, look. My husband and I just broke up. It's my first night in the new house, and I was feeling a little lonely and a little drunk. The sentence, if you insist on knowing, was going to be `` There are three things I'll do for you if you come over right now and get in bed with me.''

But thank God I came to my senses before I said all that and hung up instead, so nobody would ever know what I was thinking, unless, of course, two policemen showed up in the middle of the night to interrogate me about it.

It's not like Saks', Mom, you do n't have to pay the price on the tag.

`` Tom's throat felt so dry and tight that it was a moment before he could make any sound come out. `` Dad!'' He croaked. `` I'm - inside - the - machine!'' `` Great Scott!'' The elder scientist gasped. He dashed across the laboratory and switched off the repelatron's motor. `` What happened, son?'' `` The Durafoam hardened, Dad. Get a solvent, quick - you know the formula!''

YOU CA N'T DO THAT! YOU CA N'T FREAK OUT LIKE THAT! YOU HAVE TO STAY HERE WITH ME!

I mean, uptown is close to Dad's place, but somebody at school said the Village is really cool, so. I do n't know, it's so great to be close to the park and everything. What do you think, I mean, give me a clue, here, where are we gon na live?

This is the middle of the house, the entry floor, living room's over there. The kitchen floor's below us and there's two bedroom floors above.

It's an enormous amount of space for the money and I'll be perfectly honest, the family is in no hurry whatsoever.

I do n't have to tell you there is an acute shortage of living space in Manhattan right now and this is a highly unique property.

Working elevator. Mr. Pearlstine, the previous owner, was disabled the last ten years of his life. Highly unusual, the elevator, you will not find this in ninety percent of brownstones.

I have to warn you, this is exactly the response we expected to get. It's a very emotional property.

It would be so lovely if I could shot the property before I leave!

Third floor, spare bedroom, den, what have you. Mr. Pearlstine used it as an office.

I hardly see how family gossip is germane to showing the property.

I was waiting to see if you'd notice! On caravan, no one from our office had the slightest idea.

A safe room. An inner sanctum. A castle keep, in medieval times.

It's quite in vogue in high end construction right now. One really ca n't be too careful about home invasion.

Reinforced steel core walls. Buried phone line, completely separate, not connected to the house's main line and never exposed throughout the house's infrastructure or outside the house - you can call the police ; nobody can cut you off. Your own ventilation system, complete with oxygen scrubber, so you've got plenty of fresh air for as long as you like. And a bank of video monitors -

Everything's spring - loaded, even if the power's out it's fully functional.

Infrared. Like the beam in an elevator doorway. Wo n't let the door close if something's blocking it.

Evan throws open the front door , revealing the airy foyer of the townhouse . The place is completely empty . He talks fast , races through the tour . The three of them come in , Sarah still bouncing her basketball .The front door closes behind them , with a THUD so authoritative it seems to say no one 's ever getting out . Meg tries to get her daughter 's attention , to tell her to stop bouncing the ball in the house .Meg whispers Sarah 's name , but Sarah still ignores her , goes on bouncing the ball .Sarah immediately stops bouncing . She wanders into the living room , peers through the big French doors , which look out over the courtyard area . There 's another row of brownstones on the next block , and all the patios back up to one another . It looks tranquil out there , oasis in the city . Sarah leans up against the door , sighs , her breath fogs the window . There is a profound melancholy about her . Meg watches her , tries to catch eyes with her in the reflection . Ca n't . Evan flings open the door of an old - fashioned cage - style elevator .Lydia turns , gives Meg an `` are you insane ? '' look .As he disappears upstairs , Lydia turns to Meg , lowers her voice .She gets in the elevator and RATTLES the door shut with a bang . That kid 's got an attitude . Meg takes a deep breath , turns to Lydia . She brushes her hair behind an ear , we notice her thin hand is shaking .She digs in her purse for a prescription pill bottle and some water .Lydia watches as she swallows a pill , waiting for Meg to finish her sentence . Not very good at what ?Lydia just looks at her , no idea what to say . These two are from different places .

Evan , Lydia , and Meg poke their heads in a series of rooms , one after the other , the tour flying by quickly . First , an upstairs bedroom . Nice , roomy , looks out on the courtyard .

Another floor , another empty room . The trio passes through .Meg shrugs , who 's that ?From the hallway , there is a GROANING METALLIC sound , the elevator , and the happy laughter of the little girl as she puts it through its paces . Evan winces , speaks as if his mouth hurts when he moves it .She looks at Meg and winks .

He checks his watch . Meg looks around , studying the dimensions of the room . She looks at the far wall , the one that borders the house next door . She looks at the wall that corners it , opposite the window wall . She takes two steps back from it .She points to the far end of the wall , near the entrance to the closet . There is a mirrored door that leads to the closet , and a mirror on the wall alongside it . If you look closely , you 'll see that the mirrors are raked slightly toward one another , which causes an optical illusion in which the corner of the room appears much closer to the door than it is .He pushes on the top of the mirror on the wall . It makes a faint CLICK , then glides open a few inches off the wall . He pulls it toward him , opens it all the way , a hundred eighty degrees , and it fastens magnetically to the back of the closed door . There is smooth wall behind it , but if you look closely , there is a faint vertical crack in the wall . Meg looks at him - what in the world ? Even pushes again , twice this time , first at the top , then at the bottom , and the smooth wall CLICKS ajar . He pulls it wide open . Meg and Lydia step forward , fascinated .

From the opposite end of a lone , narrow , windowless space , we see the three of them standing in the open doorway , silhouetted by the sunlight streaming through the bedroom windows behind them .He hits a switch and a row of bulbs flick on overhead .The other two walk inside , but Meg lingers near the door , looking around , studying the neatly arrayed survival supplies - water , food packs , batteries , flashlights , tools , rope , clothes , blankets - you get the idea .He hits a switch next to a dozen tiny video monitors , revealing a dozen different views of the house .Meg nods , starting to sweat .Evan reaches past Meg and pushes a red button on the wall behind her . With a sudden WHANG of steel , a heavy metal door leaps out of a slot in the wall and SLAMS shut , like a submarine hatch . A series of metal latches CLICK into place inside it , from top to bottom , securing it into place .Meg takes a step back . They 're now enclosed in the room .Evan hits a green button and the door GROANS slowly open , recoiling its massive spring , and revealing Sarah , the little girl , standing in the entryway , grinning widely .She bolts in , just as her mother bolts out .

Meg stands just outside the door to the panic room , regaining her composure . Not crazy about tight spaces . Which we already knew .He points . There 's a tiny red beam that shines across the doorway , one at shoulder height -- and one at shin height . Even bend down , blocks the one at shin height with his hand .He reaches up , to push the close button , but with one hand anchored at the floor , he ca n't quite reach it .Lydia pushes the close button , nothing happens . Evan pulls his hand put of the beam , takes a step back . Lydia pushes the button again . WHANG ! The metal door rockets shut , the metallic slang reverberating in the room . Almost immediately , the fake piece of wall HUMS shut , of its own accord , followed a moment later by the mirror , which detaches itself from the back of the closet door and HUMS silently back into place , closing over the hidden door , making the corner of the room look like a corner again . As the mirrored door closes , it shows Meg her own reflection . She looks at herself , still rattled . She wipes a trickle of sweat from the side of her face .

The same house , two weeks later . The entry floor is piled high with moving boxes . Sarah and Meg lie sprawled out in the middle of the black and white tile , arms and legs splayed wide , exhausted . They stare up at the ceiling , beat .Meg raises her hand to her face , she 's got her cell phone in her palm .

Meg picks up the wall phone in the kitchen , gets a dial tone .Meg finishes dialing . It rings , someone answers .

Night has fallen . Meg and Sarah sit at a small table in the middle of the kitchen , surrounded by packing boxes . They eat pizza . They chew , silently . Sarah drinks a diet Dr. Pepper . Meg finishes a glass of wine . Meg 's eyes are moist . Sarah notices . She notices her noticing , shrugs . I 'm human , what do you want me to do , hide it ? Sarah looks away , goes back to chewing . After a moment :Meg looks at her , not sure how to confront the open defiance .Sarah stares at her for a moment , then goes back to eating . Meg picks up the bottle of wine . Sarah 's eyes flick over and watch as wine GLUGS into her mother 's glass .

Sarah 's bedroom is full of unpacked boxes , but her twin bed has been set up and Sarah is in it , hair wet , pajamas on . She reads from a book -LRB- `` Tom Swift and His Repelatron Skyway '' -RRB- while Meg , drowsy , lies next to her , listening .

In the master bathroom , Meg soaks in a bath . She is exhausted . She reaches for her wine glass , finishes the last of it . She stretches for the bottle , which is on the floor next to her . She refills the glass . Again .

Meg , dressed in an old Knicks T - shirt and boxer shorts , stands next to the alarm panel in the master bedroom , reading from an instruction manual . She 's frustrated . She mutters , slurring , a bit drunk .She tries it , pushing a few buttons , but the alarm panel BEEPS at her disapprovingly . She 's doing something wrong . She sighs , sits on the floor , gets serious about figuring out the instructions .HER FINGERS dance over the alarm panel , some time later . She seems to have figured it out , and a small light on the panel lights up . SYSTEM ARMED The very moment the red light goes on , we cut sharply to -

- the darkened panic room , where the dozen small video screens all suddenly wink to life , showing a dozen views of the house . Whatever she pushed turned these on too , probably not what she meant to do , but at least she got the alarm on for the night . The door that leads from the panic room to the master bedroom hangs open . In the middle of the floor in here , somebody has made a small tent of blankets and couch cushions . Sarah must have been playing here before bed .

Meg puts sheets on her bed in the master bedroom . She fills a glass of water , puts it on a box she 's using for a night table . She plugs in a battery charger for her cell phone , places the phone in the cradle . It BEEPS . `` Charging . '' She sets the digital clock , puts it next to the glass of water . It 's 12:26 . She gets in bed , her side , the left side . She lies in the dark , half an acre of empty bed across from her . We drift off her , see the clock again . The time changes , the number one dissolves away , changing the time to -

- 2:26 . Meg is in a hard , boozy sleep . We drift out the door of the master bedroom , into the third floor hallway , and down the open stairwell . We glide through the entry floor , still gently falling through the stairwell 's airway , dropping even further , all the way down to the kitchen floor , the ground floor . We drift across the darkened kitchen , serpentine through the canyon of moving boxes , approach the window that looks out on the street . We move right up against the window , peer through the glass just as - - a van pulls up across the street and stops . Ca n't see through its windows . No movement for a moment , then the driver 's door opens and a MAN climbs out . He wears dark clothes . The Man closes the door , looks both ways , and starts across the street towards us . He 's carrying a bag of some kind . He goes to the door , and we drift down toward the doorknob . We hear a key slide into the door , rattle . But the lock does n't turn . The key slides out , back in again , jiggles . Still wo n't open the door . The Man steps away from the door , goes to the kitchen window , which is heavily barred , and peers inside , right at us . Ca n't see anything , it 's darker in here than it is out there . He turns , looks both ways on the street again , then steps up , onto the window ledge . Now we can only see his legs , ca n't tell what he 's doing . He 's reaching up , stretching for something . It drops into view with a metallic SCRAPE . The fire escape . The Man climbs , his feet disappearing from our field of vision . We turn around , facing the other way in the kitchen . We start back the way we came , through the canyon of boxes in the kitchen , toward the stairwell .

Back in the stairwell , the exact reverse of the shot we saw earlier . We 're drifting up , off the kitchen floor , through the entry floor , and as we rise we notice something all the way up on the roof that we could n't see before , when we were looking down . A skylight . We continue to rise , drawn toward it . We move up , through the master bedroom floor , creeping up alongside the stair banister , now reaching the top floor of the house , and just as we near the skylight - - a figure appears , visible through it . The Man in dark clothes , on the roof now . He stops , peers down through the skylight , looking at us without seeing us again . He steps across the skylight . This is not the way he intends to enter . We drift again , following his soft footsteps on the roof , which we can hear faintly through the ceiling . Here in the hall , just outside Sarah 's bedroom , a closet door is ajar . We squeeze through the gap and into the closet . IN THE CLOSET , it 's completely dark . Ca n't see a thing . But then a sliver of light appears , coming from above . We look up . There is a ladder that 's bolted to the wall in this closet , it leads up to a square panel in the ceiling . Roof access . And that roof access panel is moving , ever so slightly , moonlight spilling in as it twists in its setting . A shiny silver something slides through the crack along the edges of the portal . It slithers along the edge of the hatchway , searching for something . It finds a small round nub in the crack . The silver something stops . It HUMS with electricity for a moment , then there is a bright spark and a soft CRACK .

In the master bedroom , a message appears on the alarm panel : ZONE 19 DISABLED

In the closet , the silver something withdraws and the roof access panel is removed . A million stars are visible in the night sky above . But we 're inside . And in a moment , so is this intruder . The Man peers down , through the open hatchway , then slips through the opening and climbs silently down the ladder .

In bed , Meg stirs . An alcohol sleep is a restless one , and she 's suffering . She sits up groggily , chugs a glass of water . Lies down again .

One floor up , the Man steps into the hallway and starts for the stairs , moving quickly and confidently . Knows where he 's going , knows what he wants . He starts down the stairs , happens to glance to the side as he does so . He freezes . He 's looking in the open doorway of the top floor bathroom , staring hard at something that clearly disturbs him . A nightlight . Plugged into an outlet in the baseboard in the bathroom . -LRB- For the record , it 's the Power Puff Girls . -RRB- The Man climbs the stairs again , concerned , goes to the door of the bathroom . He looks from the nightlight to the countertop . There 's a moving box on the countertop . His eyes widen . This is news to him , bad news . He takes a step back and a breath . He turns , looks to the end of the hall . His eyes now adjusted to the darkness , he notices something he did n't see before , something coming from under the door to the fourth floor bedroom . Light . From inside . From another nightlight .

In the top floor bedroom , a nightlight burns in another outlet . Nearby , Sarah is asleep in bed , the covers kicked off . The door to Sarah 's bedroom glides open , terribly slowly . The Man stands in the doorway , staring , aghast , at the mountain of moving boxes piled in the room . His gaze falls on Sarah in the bed . The Man just stares , beside himself . His lips mouth a word , soundlessly . Does n't take a lip reader to guess it .

In the master bedroom , Meg flops over in bed , facing away from the doorway , really having a rough go of it . She slept too hard before , now she 's awake , her head is killing her , she 's really paying the price of four glasses of wine . She lies still , on her side , facing us . Behind her , the bedroom door moves , silently . Opening . The Man stands there , one finger still on the door he 's just pushed open . He stares at the sleeping form of Meg on the bed , whose back is to him . He has no idea she 's awake . Meg lies in bed , eyes wide open , no idea a Man is standing in the doorway to her bedroom . Noiselessly , the Man moves away , down the hall . The moment his head disappears down the stairwell - - Meg flops over again , facing the doorway . She closes her eyes , gives sleep another try .

The Man walks across the kitchen , shaking his head in exasperation at the packing boxes all around him . He goes to the front window , peers outside . He reaches for a light switch on his right . Through the window , we can see the stoop light go on . Then off , then on and off again . Still through the window , we see the side panel door of the van slide open . TWO MORE MEN climb out . They are also dressed in dark clothes . They also carry satchels . They walks calmly across the street , grow large in the window as they approach us . The first intruder -LRB- who has a name , it 's BURNHAM -RRB- steps over to the kitchen door , runs his silvery strip through the gap . Another HUM and spark . AN ALARM PANEL flashes again . ZONE 1 DISABLED IN THE KITCHEN , Burnham opens the kitchen door , letting the two other guys slip inside . RAOUL is a hulking figure whose back seems to rise up over the top of his slouching head ; when he walks it looks like gravity does all the work , just pulling him forward . JUNIOR is much smaller , very high - strung , dresses like a homey , very street , but ca n't hide the fact that the street is Park Avenue . They all freeze , staring at the moving boxes .Burnham sighs .Raoul steps forward , shoves Burnham with both hands in the chest .He starts for the door .Raoul pulls up his sweatshirt , revealing a .38 tucked into his belt .He moves for the door . Junior , trying desperately to hold this together , gets there first , blocks the door with his back .Junior starts at Burnham . Raoul stares at Burnham .

Fourteen day escrow, man, that's almost three weeks! They should n't be here for another week! They do n't own this house yet!

Daddy's not coming back, she's in the middle of a divorce, it's just the two of them. We're okay, here.

Forty - five minutes. That's all you said you need. That's like nothing.

So we keep an eye on her. Raoul can totally administrate that part.

A guy shows you a gun, Burnham, and you insult him? Hey, who's the idiot? Huh?

I met him at the tables, same as you. And frankly, I'm grateful we have a little muscle right about now.

Not if we keep'em here. You ca n't kidnap somebody in their own house. It's just breaking and entering, unless we take'em someplace. Or something like that, I'm pretty sure.

I am. I'm an idiot's son. An idiot's grandson. I'm third - generation idiot. But for once in my life I had a good idea, and I'm not giving up so easy. You are? Are you actually telling me that for the first time in your life you're gon na throw your cards on the table and go home early? I ca n't believe my eyes.

Fourteen million dollars upstairs, Burnham. You'll be out of the hole. Baby, you'll be so far out of the hole you could draw bricks every night for the next twenty years and still shit green.

Top floor, get the little girl and keep her there. I'll bring the woman up. Gim me.

Yes. Yes, it's all terrible ironic and amusing. You fuck. Now how are you gon na get us into that room?

Nobody is gon na die, man, will you please have the balls to follow through with a good idea? Think about it, what would you do if you were them, stay in there and choke to death, or come out?! Huh? We're just getting them to come out for forty - five minutes, forty - five fucking minutes! The worst that's gon na happen is they pass out, we drag'em out here into the fresh air, and they'll be fine.

`` Half?'' What did you, take a nap in math class? Three people, three shares, one third. Four point six six six repeating.

That's right, Raoul, it was n't your idea, none of this was your idea, it was mine, it's my family we're ripping off, it's my prick grandfather who built that fucking room, it was my idea to get the plans, I found the floor safe, and it was my idea to ask a guy who builds these rooms to help break into one! Me, me, me, I, I, I, at no point did I say `` you'' or Raoul,'' got it?

No, you will not, because without Burnham there's no way in hell we're gon na get into that safe, so as far as I'm concerned he can paint your ass blue and run it up a flagpole and you wo n't lay a finger on him, you understand me?

What is this shit you're talking all of a sudden? You're a bus driver, `` Homes,'' you live in Flatbush, so please do n't start spouting some Elmore Leonard shit you just heard because I saw that movie too,

Close? Are you insane? We're nowhere near close! Fuck this, I'll make an anonymous phone call on Monday, they'll find the floor safe, and I'll inherit the shit. Little piece of it, anyway, it's better than nothing.

Lookin' doubtful there, Big Guy, but ten out of ten for attitude.

When you said you'd let'em go I thought she'd come running right out for sure.

I'm afraid to let you think, Junior. Things get worse when you think.

She lied. Cops woulda been here by now if she called'em. Besides, Junior cut the phones.

Who else but God could think this shit up? I spend ten years building those fucking rooms to keep people out, now I got ta figure out how to get in. God, man, He just loves the irony.

Make her come out. And when she does, that's when we got ta be careful. She ca n't get out of this house. She ca n't even think she can get out of this house. We just keep them here and keep them quiet for forty - five minutes. And I do n't want.

Joe Pesci here standing over them with his fat sweaty finger on the trigger. That's a sure way for us to end up with two dead bodies and little puffs of smoke burning out of our heads up in Greenhaven. So we're gon na seal the place up. They wan na hole up in here? Fine, we'll help'em. Make it impossible for them to leave. Once they come out of that room.

Junior, you gigantic idiot, how are we supposed to get into the room if they pass out?

I'M COMING IN THERE, BITCH, I AM COMING IN THERE! I AM COMING IN THERE!

I do n't think we'll be talking on our cell phone from in there.

When I said cut the line, did you cut the main line at the junction box in the basement like I said, and which I repeated, or did you just cut the cord on the phone in the kitchen?

Hey man, after all we went through I am not walking out when we're this close.

We're not leaving. I'm getting in that room, and I'm opening that safe.

Okay, look. I know you can hear me. Your wife and kid are in there. You're gon na get'em to come out. Or -

STOP IT, MAN, STOP IT, THAT'S HIS KID IN THERE, HIS KID IS WATCHING THIS!

Yeah, just like a half hour, maybe a little more, and your mom'll give it to you. You can wait a half hour, ca n't you?

Tell me the truth, okay? What's gon na happen if you do n't get this?

Okay, kid, all I know about this is what I've seen on TV, you got ta talk me through it.

You seem like a good kid. Your mom. only saw her for a second, but, woah. Beautiful, huh?

I know, I know. I really screwed the pooch this time. I never did anything like this before. Break into somebody's house? Not even close. Bad cards, Kid. I swear to God, I been on the wrong end of maybe six straight years of bad cards. House. Car. Wife.

Those are some seriously bad cards. And still, every time I pick up a fresh hand I swear to God, the rush comes so hot and prickly I feel it right down to my toes because this time, this one time, it might be there, this time it might be that hand, that perfect hand, that monster hand.

It's not her fault, it's not her fault, the guy must have called them. Look, look, look, she's telling us.

Hey man, it's the neighbor's house, who breaks in through the neighbor's house?!

She's got your gun, that's what she's thinking! The FUCK you had to bring a gun for?!

If you think I'm gon na let my half of the fourteen million bucks slip away because of -

I'm just saying, the man is a problem. And he's your problem. Was n't me idea to bring him along.

Fuckin' asshole, thinks he knows me. Drives his German car up to 125th Street a couple of times, buys a few rounds, thinks he's a tough guy, thinks he knows me.

You can. You're full of ideas. You just need to squeeze one out.

I do n't know, she keeps screamin' the same thing over and over.

Yeah. She can. She's fine, she's just like, tired, she's got ta rest. You rest, Kid. Half an hour.

You're wasting your fucking time, man, you're wasting my time. You do n't know how to do this, and the longer we stay in here, the more likely she's gon na lose it and call the cops!

She's fuckin' crazy, she killed the kid! She just killed her own kid!

You're here with me, you're already on the hook for one. Buy one, you get the rest for the same price. You know that.

Meg sits up in bed . She 's bleary , her head feels like someone rested a manhole cover on it . She gets up , in the dark , and staggers off toward the bathroom door , feeling her way with her arms , her eyes not adjusted to the dark . She steps through the door .

She walks into the bathroom and feels around for a light switch , but ca n't find it . She blinks , squints , tries to get her bearings . The only light is a harsh white glow that comes from along one wall , from a bank of tiny video monitors . She finds the light switch , flicks it on , it nearly blinds her . She 's not in the bathroom . She 's wandered into the panic room by mistake . She turns around , walks out , leaving the lights on behind her . We linger for a look at the video screens . If only she 'd done the same , she 'd see what we see . ON THE MONITORS , we see the three men , still in the kitchen , huddled in a group , silently debating what to do .

Using the light that spills from the open door to the panic room , Meg comes back into the master bedroom and finds the proper door to the bathroom .

Meg SNAPS the cap off a jug of Advil and dumps three into her palm . She pops them in her mouth , searches for a glass for water , finds none , bends to the spout for a gulp to wash them down . She turns to the toilet .

On the monitor , we see the three men leave the kitchen and start up the stairs .

One floor down , Burnham , Raoul , and Junior freeze , just coming up the stairs from the kitchen . They look up , hearing the water rushing through the pipes in the ceiling directly above them . They stare at the ceiling , following with their eyes as a pair of feet pad across the CREAKY floor . Finally , they hear a SQUEAK of bedsprings as Meg climbs back into bed . They hold a moment longer , a silence grows . Raoul reaches into his jacket pocket and pulls out a ski mask . He pulls it over his head . They look at him .Burnham rolls his eyes . Does n't know this guy much , but hates him so far . They start across the foyer toward the stairs .

Meg rolls over , to go back to sleep . She sees she 's left the lights on in the panic room . She TSKS , gets out of bed , and walks across the floor toward it .

Meg steps into the panic room , raises her hand to the light switch - - and stops , her hand frozen in mid - air . She cocks her head , looking at something she ca n't understand . She blinks . Takes a step , further into the room . She stares at the video monitors - at the three men in dark clothes , stealing silently across the foyer . This ca n't be . These are just pictures , they have no relation to reality . She drops to her knees , her face inches from the screens , and reaches out to touch them , as if trying to make sure they 're really there .

They reach the base of the stairs , Junior in the lead . As he reaches a bend at the base of the stairs , he places one foot short on an angled step and it slips off . He trips , falls forward .

Watching the video monitors , Meg stares in horror as the image of Junior slipping is verified by the SLAP of his hands on the stairs as he catches himself , audible through the open door to the panic room . She GASPS . It is real .

In the living room , Burnham 's eyes are wide as saucers , staring at Junior as he turns and pulls himself to his feet . Junior points at Raoul , speaks in an urgent whisper .He holds out his hand for the gun and Raoul gives it to him .He heads for the stairs . Raoul follows close behind him . Burnham stays , reluctant - what the fuck has he gotten himself into ?

Meg races across her bedroom , flies out the door , and bolts up the carpeted stairs , headed for the top floor .

Meg races into Sarah 's room , drops onto the bed , and grabs Sarah by the shoulders , trying to rouse her .But she 's in a profound child 's sleep and wo n't wake up .

One floor down , Junior and Raoul reach the third floor landing . Still moving stealthily , Junior heads down the hall for the master bedroom , where he thinks Meg is sleeping . Raoul heads for the stairs that lead to the top floor .

Meg is desperate , still ca n't wake Sarah .She sees a plastic cup on her night table/box , half filled with water . She snatches it and tosses the water in her face . Now she 's awake . And pissed off . She SPUTTERS , SHOUTS .

Raoul , at the base of the stairs that lead to the top floor , hears the kid shouting . He starts up the stairs , quickly .

On the top floor , Meg is already dragging Sarah out of the room and into the hallway .

Meg and Sarah come out of Sarah 's bedroom just as Raoul reaches the top of the stairs at the other end . They 're cut off . Meg freezes , staring at the hulking ski - masked figure at the end of the hallway . She thinks , no idea what to do for a second . She looks frantically to her right - the bathroom , dead end . She looks to her left . The elevator . She yanks open the elevator door , throws aside the gate , and races inside with Sarah . Raoul takes off down the hall , lunging for the elevator .

Meg SLAMS the gate shut and PUNCHES the button for the first floor . The elevator GROANS to life and starts down - slowly . Sarah looks up at her , terrified .As the elevator descends , they see Raoul , through the window in the door , as he drops to his knees , to get a good look at them .

Junior turns from the open doorway of the master bedroom and races back down the hall , toward the elevator . He reaches the door , peers through the window . He sees the bare feet of Meg and Sarah , dropping toward him . He grabs the door handle , pulls as hard as he can , but it stays locked , with the elevator moving beyond . He bangs on the button , hoping the elevator will stop . As Meg and Sarah drop fully into view , he stands there , eye to moving eye with her for a moment . But the elevator does n't stop , it keeps going down .

Meg stands frozen , terrified , staring at Junior as they move past him . Junior has another go at the door , pulling as hard as he can , actually bending the door , but the elevator is still moving , the catch holds fast and the door wo n't open . As they pass , his face suddenly disappears , he takes off .

Junior flies down the stairs , to cut them off at the first floor .

Meg thinks , then punches the button for three , to go back up . But the elevator continues down . She jabs at it , futilely .She reaches past her , pushes the STOP button . The elevator jerks to a halt . Then Sarah pushes three . Now the elevator starts to rise . Meg looks at her , impressed . Love that kid .

In the foyer , Junior freezes , hearing the elevator stop and start again .He takes off up the stairs again . Burnham ca n't take it anymore , he takes off after Junior , following him upstairs .

Junior races back up the stairs . They have her caught in the middle .

The door to the elevator BANGS open on three , the gate RATTLES aside , and Meg and Sarah leap out . They take off down the hall , toward the doorway to the master bedroom . Raoul flies down the stairs , not twenty feet behind them .

Meg and Sarah run through the master bedroom . As she passes the night table , Sarah swings an open hand to grab her cell phone from its cradle . But in her haste she starts to pull it out at an angle and the prongs at the bottom stick in the charger . The phone slips from her fingers , bounces off the corner of the table , caroms off her foot , and skitters under the bed . Sarah turns , looks to the head of the stairs just as Junior turns the corner and Raoul thunders down the steps from four . She abandons the phone , grabs Sarah , and they lunge through the open doorway to the panic room . Junior and Raoul burst through the doorway to the bedroom , just a few steps away .

Meg and Sarah trip over each other coming through the doorway , they tumble to the floor of the panic room , the door wide open behind them . Meg spins around , hurls herself at the red button on the wall - - Junior leaps , sailing through the air toward them - - Meg SLAMS her open palm on the red button , the massive coiled spring that holds the metal door open is released , the steel barrier leaps forward out of the wall - - and WHANGS shut in a split - second .

Junior SLAMS into the closing metal door , banging his shoulder into it , and slithers to the ground , too late .

Meg rolls over and pulls Sarah into her arms , both of them breathing hard , asking each other if they 're okay , scared out of their minds . But safe . She spots the telephone , the one with the special buried phone line . She lunges for it , snatches it from its cradle , listens for a dial tone . Nothing there either .She hurls it down , looks back at Sarah . She seems a bit pale , scared . She goes to her , holds her , reassures her .

Junior is slumped at the base of the door , livid , in pain , pounding on it with his fists , screaming `` NO ! '' over and over again , crazy with rage . Raoul stands in the middle of the room , chest heaving , hands on his knees . Burnham finally walks into the room and stops in the doorway , looks from Raoul to Junior to the door to the panic room , figures out the situation .We rise up , above them , above the room , looking down on them , the rats - in - a - maze shot . We rise up further still , above where the ceiling ought to be , to look down on this room and the one beside it , the room behind the four inches of reinforced steel , the panic room in which Meg and Sarah kneel in the middle of the floor , holding each other tight . Standoff .

Very close on the metal door , from inside the panic room . An ear moves slowly into frame , presses against the cold steel . Listens . Meg pulls away from the door , shaking her head .She sits back against a wall , looks around , at the tiny room . She 's trying not to show how freaked out she is .She checks her wristwatch , for some reason .The implications being , worry about yourself . Sarah crawls over to the bank of video monitors , studies them . Meg crawls over to join her . They scan the screens . ON THE MONITORS , there are a dozen different views of the house . Front stoop . Kitchen . Dining room . Entry floor . Living room . Master bedroom . Den . Top floor bedrooms , both of them . Top two floor hallways . Even one with a shot of the inside of the elevator . The three intruders are gathered in the living room , standing in a tight circle , having a hell of an argument . Lots of gesturing , fingers jabbing in chests , but we ca n't hear a word . IN THE PANIC ROOM , Meg furrows her brow , noticing something interesting to the right of the video monitors . She slides over , studies a panel there with sixteen different buttons and a small grilled area .Sarah joins her , looks at the buttons . Each one is labeled with a different room name - den , kitchen , master bedroom , etc. . Up in the corner there is a button that says `` ALL PAGE , '' down in the opposite corner there 's a button marked `` TALK . '' Meg looks at Sarah .Meg is reluctant , frightened . Sarah is encouraging , for the first time .Meg leans forward , clears her throat .

Burnham , Raoul , and Junior are standing in the half - darkened living room , in the middle of their argument , when a VOICE booms around them .They practically jump out of their shoes , looking around for the source of the voice .Only Burnham has remained relatively calm . After he gets over the initial shock , he walks toward the tiny camera that 's hidden in an upper corner of the living room wall and stares up at it . Raoul , who has taken off his ski mask , is careful to move out of the camera 's range , and turn his back to it .ON THE MONITORS , Burnham looks up at the camera and shakes his head , wagging a finger from side to side . He raises a hand , makes a gesture like a telephone , then wags his finger again . The message is clear - you do n't have a phone . IN THE PANIC ROOM , Meg is puzzled .She presses the talk button again .That sounded fairly tough . She looks at the monitor again . ON THE MONITORS , the three of them have an urgent , whispered conference , then they all start patting their pockets for some reason , turning in circles , looking for something . IN THE PANIC ROOM , Meg and Sarah watch them , confused . ON THE MONITORS , Burnham holds up a finger to the camera - wait a second - while Raoul and Junior rush off screen , looking for something . Junior returns a moment later holding something and the three of them hunch over a box , working on something . After a moment , they break apart and Junior steps up to the camera holding a pad of paper . He shows it to the camera . On the top page , in big block letters , they 've written . WHAT WE WANT After a suitable pause for reading , he turns to the second page , where four more words are written . IS IN THAT ROOM . IN THE PANIC ROOM , Sarah GASPS , Meg sits back .Angry , she sits forward and jabs the talk button .ON THE MONITORS , there is more frenzied writing , more arguing , and a first draft of a response torn up . Finally , Junior steps forward with another sign : MORE THAN YOU . IN THE PANIC ROOM , Meg 's confidence is ebbing , but she does n't want to show it . She hits the talk button again .She clicks off again , looks to Sarah for approval , and gets it , sort of , in Sarah 's half - smile . But Sarah 's eyes go back to the screen .Meg follows Sarah 's eyes back to the screen , where another message is being held up for them . ON THE MONITORS , the notepad says : WE WILL LET YOU GO . IN THE PANIC ROOM , Meg and Sarah speak at the same time .

In the living room , her voice booms from the speaker .With an audible CLICK , she signs off . Burnham , Raoul , and Junior stand arrayed beneath the camera , staring up at it , dumbfounded .He opens a pack of cigarettes , takes out a joint and lights it .Burnham goes to the window and stares outside . He laughs , covers his face .At the window , Burnham notices something sitting just outside the French doors , on the balcony . It 's a large outdoor barbecue grill . He thinks , takes a step closer . He sees a white five gallon tank of some kind underneath the grill .

In the panic room , Meg is sitting cross - legged on the floor , leaning against a wall , but Sarah is in motion , sorting through shelves , opening drawers . Every drawer has something in it , sealed under plastic . She opens and closes , sorts and lifts finds the following : Waterproof matches and lighters . Flashlights . Unopened packages of batteries . Sealed water bags stamped `` PURE FIVE YEARS FROM DATE . '' Tinned food . Flares . Pillows , fireproof blankets -LRB- we know because the bags are stamped FIREPROOF BLANKET -RRB- . A complete tool kit . As Sarah explores , she discovers something in the far wall at the end of the room , down on the floor at eye level . It 's a small round portal , about eight inches across , with a four - pronged cloverlike seal . The portal is closed tight , as Sarah pokes and scrapes at it idly with a finger or two , it resists her attempts to crank it open . Meg notices .But Sarah keeps at it , feels along the edges of the portal , then all along the wall , looking for some kind of hidden switch that controls it .Sarah stops , looks at her mother , who is pale and wan , huddled in the corner .Sarah looks around the room .Sarah looks at her , thinks . It 's not an unfamiliar situation , her needing to comfort her mother .Meg tries to push a smile across her face , but it 's immediately dashes as she looks back at the video screens . Her eyes show alarm , staring at the kitchen .

The contents of one of the satchels is dumped out over the kitchen counter , every kind of tool imaginable , many that are unfamiliar to us . They sort through the pile , choosing things .

At the French doors that lead to the garden , Burnham has a cordless screwdriver and a pile of long screws in his hand . He reaches up , drills a screw through the door , into the corner of the door frame . He does the same at the bottom of the door . He unlocks the doorknob , tries it . The screws hold the door fast . He moves on , to the next door .

In the panic room , Meg stares at the video screens , eyes wide , terrified . She watches them . Ca n't take her eyes off them .

In the library , in the front of the house , Raoul screws shut a window , driving the long screws into its frame . He looks out at the street , at two CLUBGOERS walking home . He pulls the drape .

Meg 's hands are over her mouth , she 's trembling , shaking her head from side to side . This ca n't be happening .

In the kitchen , Junior goes to the wall phone Meg used to call for pizza earlier . He cuts the phone wire with a knife . He stands there , staring at the phone , wiping the sweat from his palms on his pants . Not satisfied , he pulls the phone itself out of the wall , cuts the cord for the handset too .

Meg pushes herself back into the corner of the panic room , horrified . Sweat has broken out on her forehead , her whole body seems to vibrate . Sarah comes over , leans in front of her .But Sarah 's voice is hollow , seems far away .Meg looks at her . As she watches , Sarah floats away from her . In fact , the entire room is floating away from her , elongating . And narrowing . Meg looks to the sides , and the walls do n't just seem like they 're pushing in on her , they are pushing in on her . Meg opens her mouth , screams , but no sound comes out . Sarah stands up and bends over her , but now she 's just a figure far away , all the way at the end of a long , impossibly narrow hall .Meg crawls out , into the middle of that hallway , to get away from the wall , but they both continue moving in on her .Her eyes roll back into her head , we see just the whites , and she loses her balance , falling over onto her back . We fall with her , move in tight on her face , and the dark hallway carpet beneath it turns to green , all green , grassy green . She sits up , looks around , and we realize she is in fact somewhere else , she 's -

- in the middle of the Great Lawn , in Central Park . She stands , turns in a circle , she 's completely alone on the great green grassy plain in the middle of a beautiful spring day , tall buildings sparkling in the distance . Meg stretches her arms out , smiles , but far off in the distance , she hears a voice calling to her , dimly :Meg ignores the voice , she 's so happy to be out here , out in the open , in the beautiful wide open , she could stay here forever , she spins around , throws her head back , but there 's that voice again , insistent :There is the sharp sound of a SLAP , and Meg 's face abruptly jerks to the side . She touches her cheek , confused , as a hot red handprint rises up on it . What the hell was that ? BAM ! Now the perfect spring day is shattered suddenly by a deafening CRUNCH . The smile vanishes from Meg 's face , she turns . Where did that come from ? BAM ! Another one , even louder . Meg 's whole body winces at the sound . BAM ! A third one , and on this one Meg falls to her knees , covering her ears , walls spring up around her , right there on the Great Lawn , we rush in on her , the walls close in , and she 's right back -

- in the panic room , where she always was , and that pounding is real , it 's right outside the door , it 's like somebody 's trying to smash their way right through the wall . Sarah is right over Meg , holding her by the arms , and that handprint on Meg 's face is real , Sarah must have slapped her to try to bring her out of it .Meg looks to the wall , watches it seem to vibrate as another deafening BANG crunches into it from outside . BAM ! BAM ! BAM ! The sound is deafening . Sarah throws both hands over her ears . Meg looks around , still disoriented .They huddle there , terrified . Meg blinks , wipes the sweat from her forehead , begins to come back around . She turns her head , sneaks a look at the funny wristwatch Sarah wears , tries to look without her daughter knowing . It 's not an ordinary watch , it only has one number , a tall , flashing digital display : 120 Meg nods , as if reassuring herself .She turns , looks at the video monitors to see what the hell they 're doing out there .

BAM ! In the master bedroom , a claw hammer CRUNCHES into the sheetrock on the outer wall of the panic room . The intruders are in the master bedroom now , and Burnham is like a man possessed , tearing at the sheetrock with the sharp end of the tool while Junior shines a flashlight into the hole . As the sheetrock tears away , we see the skeleton of the wall behind it . There 's a latticework of two by four studs , and beyond those the dull shine of the wall 's metal core . But that 's not what he 's after . He continues tearing , reveals an air duct running through the wall , feeding into the panic room through a welded hole in the steel . Burnham tears away with the hammer , exposing a short section of the duct . CLANG ! The claw hammer drops into an opened toolbox . Burnham drops to his knees , rips open another tool case . This one has a sophisticated looking power drill in it , along with a couple dozen specialized bits . He selects one , twists it into the drill . At the wall , Burnham puts drill to metal and hits the switch . A horrendous METAL SCREECH fills the air and the drill bit tears into the duct , opening up a jagged hole about the size of a quarter . Raoul hurries through the doorway of the bedroom , carrying a coiled garden hose . Burnham snaps his fingers for it , Raoul tosses it to him , holding one end , and the hose uncoils in the air as it snakes across the room . Burnham shoves the end of the garden hose into the hole he 's just drilled in the air duct . RIP ! He tears off a length of duct tape and seals the connection , makes it airtight . SLIT ! Using a large hunting knife , Raoul hacks a ten foot section of the garden hose off the coil . He stretches it out , across the room , to the white five gallon tank we saw before , which is now sitting on the floor up here . We move in close as Burnham snugs the cut end of the garden hose over a spigot at the top of the tank . Red block letters are easy to read on the side of the tank . PROPANE CAUTION - FLAMMABLE Along with a number of other dire warnings . Burnham raises his hand to the knob , hesitates , does n't really want to do this , but does n't stop himself either . He spins it open . Halfway .Gas HISSES through the spigot and into the hose . We follow along the length of the hose , across the floor of the room , through the hole in the sheetrock , into the hole that 's been drilled in the air duct - INSIDE THE WALL - through the wall itself , where we see the horizontal lines of an air vent up ahead . We squeeze between two of the horizontal lines -

- and come out in the panic room . Three red streamers , tied to the air vent , flap to life as the gas HISSES into the panic room . Directly underneath the vent , Meg is hunched up against the wall , her arm around Sarah . She sniffs . Again . Sarah sniffs . They look at each other . She looks up . Sees the streamers floating above her . She leaps to her feet , steps up onto a shelf , and stretches her nose toward the streamers . Just as she does -

Near the tank , Raoul shoves Burnham out of the way .He cranks the valve handle of the grill open all the way . The gas pours into the hose with an audible WHOOSH .

Meg , at the vent , falls back , two lungfuls of propane , and drops to her knees on the floor .Now Sarah coughs . The gas is pouring into the room .

Raoul is standing guard over the tank , to make sure no one messes with the valve .Junior has his head pressed against the door to the panic room , trying to hear any sounds from within .Pause . Junior turns to Raoul .

Meg and Sarah are down on the floor , rags covering their mouths , trying like crazy to filter the air , but it 's not working . Sarah is crawling around the base of the wall , near to where she was before , clawing at the strange portal thing again . Finally , she finds a small metal handle , folded back into the clover - leaf seal on the portal . She unfolds it , twists it . The portal cranks open , revealing it to be at the end of a tube , about a foot long , an emergency ventilation source directly through to the exterior of the house . She bends down and looks through it . It 's covered by a metal mesh at the opposite end , but she can see and smell the outside through it . She sits up , gestures to her mother to bend down next to her . She does , and they both jam their mouths up near the end of the tube , gulping fresh air greedily . Meg looks at Sarah , good job , and they both drop to the floor at the portal and suck air . It 's temporary , but it works .

In the master bedroom , the debate has turned physical . Burnham lunges across the room at Raoul , to get his hands on the valve , to turn off the gas . But Raoul catches him and hurls him aside . Burnham SLAMS into the wall , bounces off and SCREAMS at Raoul , who SCREAMS right back . Junior leaps into the middle , trying to break it up , to get them to shut up , keep their voices down . It 's bedlam .

In the panic room , Meg knows this ca n't go on forever . She turns away from the portal , looks up at the vent , where the streamers still stream . She looks to the other side of the room , to where Sarah found the waterproof matches and lighters . She thinks . Takes a deep lungful of fresh air from the tube and crawls over to the lighters . She selects one , snatches up a screwdriver . Sarah looks at her , has a vague idea of what she 's thinking , but ca n't believe it . She shakes her head vehemently . In response , Meg picks up two or three of the fireproof blankets and piles them over Sarah , right up to her disbelieving eyes . She bends down , takes another gulp of air . but she 's getting woozy . This ca n't go on much longer . She staggers across the room , hoists herself back up onto the shelf she stood on before , and gets right up next to the vent . Holding her breath to avoid breathing the toxic gas , she unscrews the vent cover . The duct is wide enough to put your arm in . She reaches in , past a bundle of multicolored wires that run down through the wall . She reaches all the way in , lighter in hand . INSIDE THE DUCT , we see her hand crawl in , lighter clenched between her fingers . She raises a thumb to the flint wheel , cranks it once . Too slow . Not even a spark . Her hand shakes . She tries again . Still no spark . But with the effort and the angle , when she thumbs the lighter it makes her hand twitch , banging up against the sides of the duct with a hollow BOOM .

Burnham turns abruptly . He turns around . They all freeze , listening . He hears it again . The hollow BOOM , coming from inside the wall . Now a third time . He walks forward , slowly , toward the wall . BOOM . He moves closer , gets right up next to the wall . He leans into the wall , putting his ear right up next to the air duct . This close , he hears the sound in more detail , realizes it 's two sounds . SCRATCH . BOOM . He arches an eyebrow . INSIDE THE DUCT , Meg 's hand is trembling , tiring . She tries again , thumbs the flint wheel . It SCRATCHES as it rolls , her hand twitches , BOOMS against the side of the duct . Still , the gas HISSES through . IN THE PANIC ROOM , Meg 's face is turning color , she 's running out of air . Her feet tremble on the shelf , she 's about to lose her footing . INSIDE THE DUCT , she tries again . SCRATCH . BOOM . IN THE BEDROOM , Burnham 's eyes suddenly pop wide as he identifies the sound .He tears himself away from the wall - INSIDE THE DUCT , - Meg 's thumb tenses for one good hard turn - IN THE BEDROOM , - Burnham leaps through the air , hurling himself toward the propane tank - INSIDE THE DUCT , - Meg cranks the wheel , a spark sparks , a flame flames , and a hot blue cloud shoots out in two directions , one toward the panic room , the other toward the bedroom . IN THE PANIC ROOM , Meg jumps off the shelf , throwing herself as far away from the vent as she can , her arm engulfed by licking blue flame . She drops to the floor of the room , covering her daughter 's body just as the entire ceiling of the panic room turns into a lake of fire with a deafening WHOOMP . The fluorescent light tubes EXPLODE , showering glass everywhere . IN THE BEDROOM , the blue flame shoots out of the wall , into the hose , through the hose , backing up toward the tank . Burnham CRUNCHES to the floor next to the tank , knocking the other end of the hose away from the spigot just as the blue flame erupts from the end of the hose . The flame engulfs his entire body , his hair starts on fire , his chest , his arms . Raoul lunges forward , Junior tears the blankets from the bed and throws them over him , Burnham HOWLS and rolls on the floor in pain . IN THE PANIC ROOM , the blue cloud on the ceiling suddenly evaporates with another angry WHOOMP , leaving a few little pockets of flame that Meg extinguishes by swatting with a blanket . Only one of the fluorescent lights is left intact ; it casts a flickering , uneven light on the room . She stands in the middle of the still - smoky panic room , breathing hard . She shouts , SCREAMS incomprehensibly , making no sense whatsoever . She stops , noticing the look Sarah is giving her . Wide - eyed admiring , frightened , you are an insane woman . Meg looks to herself . Her arm is signed , the hair burned off . The sleeve of her T - shirt is burned back to the shoulder . Her face is sooty , blackened . Meg GRUNTS , half frightened by herself .

Out in the bedroom , it 's worse for Burnham , who has lost most of his hair and shirt . But his skin is n't badly burned , which is something , I guess . Still , he 's in a rage . He POUNDS the metal door of the panic room .

Meg whirls , goes to the door herself , SCREAMS right back . We can hardly make out a word she 's saying , but it sounds threatening . Suddenly , she stops , hearing something else . Outside the door , Burnham continues to rant , but there 's a second sound , a sound coming from the long wall of the panic room , the wall that 's shared with the brownstone next door . It 's a faint - very faint - POUNDING sound , along with a high pitched , complaining voice , so faint it can hardly be heard . Sarah hears it too .Meg and Sarah leap as one , facing the common wall , SHOUTING at the tops of their lungs - get help , call the police , please , call the police , that sort of thing . They shout and shout , but the soft pounding continues , and if their voices are as soft on the other side as the COMPLAINING VOICE is on this side , they have no hope . Their voices crack and they begin to cough , too irritated by the gas to shout for very long . Long after they stop , the soft POUNDING from next door continues . Their pleas are not heard .

The Intruders have stopped their racket too , and are listening carefully at the common wall . Eventually , the soft POUNDING stops , the complaining voice complains no more . Burnham stands there , in pain . Things are falling apart . Raoul stands in the doorway , silhouetted by the hallway light . He draws himself up to his full , bulky height . He 's big .Junior nods and starts out . Raoul lets him pass , but when Burnham tries to follow him , Raoul puts a big hand on his chest stopping him .Burnham swallows . But stays . Raoul turns , follows Junior downstairs . As he descends , he looks up , making eye contact with Burnham . And holding it . Something on his mind , that 's for sure .

THUNK . Meg 's head falls back against a wall ; she sags to the floor , legs folded in front of her , completely drained . But Sarah 's not drained , Sarah 's full of nervous ingenuity , rustling around through the stuff in the panic room , an idea forming in her head . She finds a powerful - looking flashlight and loads it up with batteries . She tries it , flashing around the room . Halogen bulb , very powerful , hurts her mother 's eyes as she flashes it past . Meg watches her . What 's she up to ? Sarah lays on the floor in front of the ventilation tube she discovered earlier . She squints through it . THROUGH THE TUBE , she can see out of the house , into the courtyard behind the brownstone . About thirty yards away she can see the backs of the brownstones on the next block , and directly across -LRB- because the tube does n't leave much room for lateral vision -RRB- she can see straight into somebody 's bedroom . There 's a light on . A SLEEPING MAN is in bed , an open book on his chest . IN THE PANIC ROOM , Sarah sits back . She grabs the flashlight , looks for a little button on the top , the kind you can flick the flashlight on and off with . Shining it on the wall of the panic room , she flashes it at a wall , three times , on and off . Satisfied , she turns back to the tube . Meg , curious , crawls across the floor to join her . Sarah shoves the flashlight all the way into the tube , leaving enough room on either side of it for them to see through . Meg lays down flat , squints into the tube , Sarah alongside her . She looks at her daughter , curious - your plan ? Sarah reaches into the tube , finds the little flash button on the top of the flashlight . THROUGH THE TUBE , the piercing halogen beam begins to flash , across the courtyard and into the bedroom of the Man in the bedroom . The light flashes on the wall over his bed . The flashes are in a rhythm . Short . Short . Short . Long . Long . Long . Short . Short . Short . IN THE PANIC ROOM , Meg turns to Sarah , impressed .THROUGH THE TUBE , the flashes continue - dot dot dot , dash dash dash , dot dot dot . But the Man continues to sleep , the light on the wall behind him has no effect . IN THE PANIC ROOM , Sarah is frustrated . She adjusts the flashlight . THROUGH THE TUBE , the beam of light lowers jerkily from the wall until it is shining directly into the Sleeping Man 's eyes . IN THE PANIC ROOM , Sarah strains to keep the light in that perfect spot . She 's starting to sweat . Meg leans over , sneaks a peek at the watch Sarah wears on her left wrist . The readout : 114 THROUGH THE TUBE , the Sleeping Man stirs . Opens his eyes . Winces from the light , which is flashing directly in his eyes . IN THE PANIC ROOM ,THROUGH THE TUBE , the Sleeping Man sits up . Raises a hand , trying to block the light , which keeps flashing on him . He gets up , out of bed . He comes to the window . IN THE PANIC ROOM ,Sarah keeps it up , flashing faster . THROUGH THE TUBE , they see the Man come all the way to his window . He leans against it , cups his hands so he can see better . The flashes continue , right on top of him now . Clearly , the Man is reading the flashes ! He takes a steps back from the window - - gives them the finger - - and angrily yanks shut his drapes . A moment later , the light goes out and the room is black . IN THE PANIC ROOM , Meg and Sarah drop their heads to the carpet , defeated . Sarah rolls over , knocks the flashlight away , stares up at the ceiling . Meg puts a hand in her hair . It was a good idea .She looks at the wristwatch again . 103 She 's concerned .

Burnham is concerned as well . He 's still in the master bedroom , but barely , he 's standing in the doorway , straining like hell to hear a conversation that Junior and Raoul are having in the foyer , one floor one . They 're trying to keep their voices down , but stray words float up through the open stairwell - words like `` him '' and `` warning '' and `` dangerous . '' Burnham chews a fingernail . If only he could get closer . He throws a look back at the door to the panic room . He looks back out the bedroom door . Listening .

Junior and Raoul are huddled together in the foyer . They 're keeping their voices low , but their conversation is heated .ON THE VIDEO MONITORS , Junior and Raoul are visible , still arguing in the foyer . On the next monitor over , Burnham is visible , standing in the master bedroom doorway , listening . IN THE PANIC ROOM , Meg is watching the monitors , thinking . She notices something , sits forward abruptly , looking at the monitor that covers the master bedroom . She squeezes right up close , staring at the screen . ON THE MONITOR , we peer closely at the box next to her bed , the one she was using for a night table . On top of the box , she sees the charger for her cellular phone , sitting empty . IN THE PANIC ROOM , Meg sits back , eyes alive with an idea . If only she could get to that phone , which must be still under the bed . She looks back at the monitors , at Burnham lingering in the doorway to the room .She turns away from the monitors , to check on Sarah , who 's settled into a corner of the room , looking pale .

In the bedroom , Burnham is desperate . The argument downstairs is entering round two , and he 's got to hear what they 're saying . He takes a few steps out of the bedroom -

- and comes into the hallway . He leans over the stairwell . Where he 's standing , he is directly under the camera that covers the hallway - ON THE MONITORS , - and ca n't be seen on the monitor that covers the hallway . IN THE PANIC ROOM , Meg turns back from Sarah , to look at the monitors again . She see Burnham is no longer in the bedroom . And does n't appear to be in the hallway , either .She looks at another monitor . ON THE MONITOR , she sees Junior and Raoul in the foyer . IN THE PANIC ROOM , Meg sits back . That leaves Burnham unaccounted for .IN THE HALLWAY , Burnham is still lingering under the camera . IN THE PANIC ROOM , Sarah has come forward to the monitors as well .Meg goes to the door , raises a hand to the green `` open '' button . Hesitates . IN THE MASTER BEDROOM , we see Burnham , lurking in the hallway , just about six feet from the door to the panic room . Do n't open that door ! IN THE PANIC ROOM , Meg wipes sweat from her palm .Sarah nods , looks back to the button . IN THE HALLWAY , a shouted CURSE rises up from downstairs . Burnham takes a step toward the stairs . ON THE MONITORS , he suddenly appears , in the hallway . IN THE PANIC ROOM , Sarah sees it .Meg freezes . She looks at the monitor , wide - eyed . Close one . IN THE HALLWAY , Burnham ca n't take it anymore .He turns and takes off down the stairs . ON THE MONITORS , Burnham flies down the stairs and appears in the foyer , next to Junior and Raoul . IN THE PANIC ROOM , Meg and Sarah see all three men accounted for , downstairs .Meg leaps up , runs to the door , and punches the green button .

The door begins to crank open , Meg slips through the gap sideways before it 's even all the way open . She darts across the room - - slides to the floor next to the bed - - and flattens herself , reaching underneath it to get the phone . Damn , that phone slid far , it 's right in the middle , would n't you know it . IN THE FOYER , the three men hear her footsteps , as one , they take off for the stairs . IN THE MASTER BEDROOM , Meg continues to stretch , her fingers inches from the phone . ON THE STAIRWELL , feet race up toward her - IN THE MASTER BEDROOM , Meg 's fingernails paw the phone , pull it closer to her . She grabs it , stands - IN THE HALLWAY , the three men come off the stairs and race toward her , they see her as she lunges across , toward the panic room , she hurls herself through the door - IN THE PANIC ROOM , - and Sarah SMACKS the red button . The steel door closes with a deafening WHANG . Safe . IN THE ENTRYWAY , the echo of the metallic WHANG reverberates through the house .

In the panic room , Meg punches 9 - 1 - 1 on her cell phone with trembling fingers .

The big empty charger cradle is in the foreground when the three men burst into the room . Burnham stops in the middle of the floor , turns in a frantic circle .His eyes fall on the empty charger .

Meg raises the cell phone to her ear - - and gets a rapid busy signal .She looks at the phone . It 's showing just one signal bar , and even that one is flashing on and off .She walks around the room , raises the phone high and low , trying crazily to find a signal . But ca n't .

In the bedroom , Burnham stands just outside the door , fingertips lightly resting on it , the ghost of a smile on his face .

Inside the room , Meg does n't seem upset . Rather , she 's staring at the cell phone in her hand , thinking . Remembering something .

At the same moment , Burnham is having the same thought . He 's still at the door , fingertips still resting there .

Burnham looks down , at the baseboard below . What is he looking at ?

Meg steps up , onto the shelf she climbed earlier , and comes up next to the vent .In the vent , alongside the duct , she sees the bundle of multicolored wires she saw earlier .She jumps down off the shelf , goes to the tools , starts searching for something .

Yes , that is correct , there is in fact a jack in the base of the wall outside the door to the panic room . Burnham bends down into frame , studying it , thinking the same thing she is . He clears his throat .He turns , looks up at Junior .Pause . Swallow .Shit .Shit . Pause . Then , as if a starting gun has been fired , Burnham leaps to his feet and races out of the bedroom .

That same starting gun has been fired in the panic room . With a strong RIP , Meg pulls the whole bundle of multi colored wires out of the wall and drops onto the floor with it . She trusts it at Sarah , finds a wire cutter in the assorted tools , and gives her that too .While Sarah goes to work on the wires , Meg turns to the phone itself , the one with the buried phone line that is n't working yet . She rips the phone out of its housing , tears free the wire on the end of it .

Burnham flies down the stairs from the third floor , races across the foyer , flies down the stairs to the kitchen floor .

Burnham races across the kitchen floor , whips open a door and heads down another , narrow , darkened stairway .

Meg and Sarah are like animals , clawing and tearing at the ends of their respective phone cables , foregoing tools and stripping the wires with fingers and teeth , it 's faster . With the phone receiver cradled on her shoulder , Meg starts twisting the ends of wires onto the exposed ends of the wires from the phone unit . First wire - nothing . She tries a second wire .

Burnham SLAMS open the door to a dark room , pulls the string on a bare bulb . Burned out .Without light , he ca n't see a thing . He SMACKS the bulb , it swings wildly , SMASHES on the cement wall . He turns and races out of the room .

Meg tries another wire . Still no dial tone . Sarah shoves another wire at her . She tries again . Nothing . She moves on .

Burnham slides to his knees , snatches a flashlight from his duffel , leaps up and takes off again .

Another wire . Nothing . Another wire . DIAL TONE ! Meg SHRIEKS and punches 911 .

Burnham flies down the stairs , flashlight beam bouncing crazily in front of him .

The phone is ringing . An operator picks up .It 's a mechanical voice , which gives over to MUZAK .

Burnham BANGS through the door again , starts searching the darkened mechanical room , shining harsh light around its dingy walls .

MUZAK continues to play .No more time to hold . Meg hangs up the phone , dials another number , a seven digit one she knows by heart .

In the mechanical room , the bouncing flashlight beam falls on a metal cabinet across the way . Burnham runs to it , flings it open . Circuit breakers . SLAMS it shut .

Meg listens as a phone rings on the other end . And rings . And rings again . This is torture .

Burnham turns , sees another , smaller metal box , this one clearly labeled : PHONES

On the other end of the phone , a husky MALE VOICE answers ; clearly he 's been awakened .

With a subhuman ROAR of anger , Burnham rips the entire phone panel off the wall with his bare hands .

With an abrupt SHRIEK , the line goes dead . Meg pauses , ca n't believe it .She looks up , see Sarah looking at her , her eyebrows arches , her face all hope . Meg keeps her cool , but it take a hell of an effort . Sarah reads her face . She turns away . She hangs up the phone . Sarah goes to a corner of the room , faces away from her . Meg does n't know what to say .She practically shouted . Sarah drop her head into her arms .Meg blanches . This is very bad news .

Tired , Burnham drags himself back up the stairs and into the doorway of the master bedroom . Raoul and Junior stand there , staring at him . Long pause .

Meg has torn open one of the water packets and is trying to get Sarah to drink , but the little girl has gone completely pale and seems to have lost some of the strength in her neck , she 's having trouble holding her head up . Most of the water runs down her chin .She takes Sarah 's hand , checks her wristwatch thing . The readout is now 82 She swallows . She grabs Sarah by the face .

In the bedroom , Junior has had enough .Junior thinks , then pulls out his wallet . He thrusts a fistful of bills at them .They both just stare at him .Neither one of them moves to take it . Junior shurgs , drops it on the floor .He heads for the door , expecting Raoul to block him , but as he draws close - - Raoul just steps out of the way . Junior passes through and heads for the stairs .And he disappears , down the stairs , Burnham still pleading with him .

Meg rifles the foodstuffs that are stored in the room . Sarah , in the corner , is starting to tremble .Pause . She keeps looking .She lays back , oddly passive , her lips changing color . She stares at the monitors .

Junior strides into the living room , purposefully . He tosses some tools into his duffel bag and heads for the stairs down to the kitchen . Burnham is behind him .But Junior heads down . Burnham follows . Raoul is just coming down from upstairs .

Junior reaches the door of the kitchen , tries to open it , realizes it 's screwed shut . He takes out a screwdriver and starts unscrewing the screws . Burnham stops at the stairway .He gets the last screw out , throws open the door , and BLAST of wind gusts in , it 's a blustery night out there , he takes a step into the doorway - - and with a quiet PFFFT from right behind Burnham , a bullet whizzes across the kitchen and hits Junior in the back of the head . He crumples , right in the open kitchen doorway . Burnham SHOUTS incoherently and turns . Raoul is standing there , two steps up , a silencer twisted onto the barrel of his gun .

Sarah is staring at the video monitors , eyes wide . She raises one trembling finger , points at the kitchen monitor , tries to mouth the words , ca n't . Meg looks up .

Burnham is freaking out , but trying to stay calm .Raoul walks past him calmly , grabs Junior by the ankles , and drags him back into the house . He turns , looks at Burnham , whose jaw is dropped in horror .While Burnham stares down at the body in shock and Raoul stares at Burnham , his back to the outside , a small , thin VOICE comes from the still - open doorway .They turn . A man , fiftyish , stands there in hastily thrown on clothes , staring down at the dead body in mute shock .

Meg , watching the monitors with Sarah , GASPS as she sees the man , whose name is HARRIS . While she and Sarah watch - ON THE MONITORS , - they see the silent image of Harris , set upon by Raoul , who grabs him roughly and drags him inside . Burnham hurries to the door -

- and SLAMS it shut . He puts his back to it , thinking , terrified , things are spinning out of control , fast . Raoul , in the middle of the kitchen floor , is venting some more of his rage on Harris , whom he has hurled to the floor . He lands a solid boot in the side of Harris 's head , leaving him GROANING in pain , completely disoriented . Harris rolls groggily into the spreading pool of blood coming from underneath Junior .He pulls his gun , shoves it into Burnham 's eye , hard , we can hear the faint SIZZLE of skin burning .Raoul pulls the gun back , just an inch . The skin around Burnham 's eye is an angry red . His eyes dart , strain to look over at Harris , MOANING on the floor . And at Junior , dead .Raoul pushes the gun barrel back into Burnham 's eye socket .He tilts his head over to Junior , whose brains are spreading out on the kitchen floor .Raoul GRUNTS , satisfied . Pulls the gun back . Burnham slides away , shaking . He bends down , to the floor . He looks at Harris 's left hand . At his index finger . He sees a white strip of skin , where Harris wore his wedding ring , until recently .

Harris , still semi - conscious , is hurled against the metal door of the panic room . He collapses at its base . Burnham , bends down next to him .He looks up at Raoul , hulking overhead , gun in hand .Harris , regaining some semblance of consciousness , nods feebly .Burnham stands up , turns to the video camera , and SHOUTS .

Burnham SHOUTS at the door to the room .ON THE MONITORS , they see Burnham , standing over Harris ; they faintly hear him call to them to open the door . And then they hear another VOICE , calling back to them . Sarah sits up , recognizes her father 's voice .

Harris is SHOUTING against the closed door .He 's silenced by a vicious kick to the ribs . Raoul begins to beat him . Burnham stands by , powerless , horrifies , watching as Raoul savages Harris , who continues to call out , as long as he has strength , telling Meg not to open the door , no matter what .

DO N'T DO IT! NO MATTER WHAT HAPPENS, DO N'T OPEN THE DOOR! DO N'T O -

Meg and Sarah SHOUT in horror , she covers her daughter 's face , turn her away from the screen , SCREAMS in incoherent anger of her own . But she does n't open the door .

Burnham SHOUTS at Raoul , pleading .But Raoul whips the gun up , into Burnham 's throat , backing him off , shutting him up . He resumes his pounding of Harris . Burnham turns , looks up at the camera in the corner of the room . He ca n't stand it anymore . He whips off his jacket , runs to the camera , and covers the lens .

While Meg watches , the monitor that cover the master bedroom abruptly goes black , mercifully sparing them the sight of Harris 's beating . She holds Sarah , who 's sobbing , shaking .

Harris finally lapses into unconsciousness . Raoul stands over him , chest heaving . Burnham stand in the doorway , neither in nor out of the room , a silhouette , head hung .

Meg tries desperately to see something on the bedroom monitor , but it 's hopeless , it 's covered . On the hallway monitor , she can just see shadows , as two men in the bedroom lift a third off the floor and carry him across the room . A sudden BEEPING sound tears her attention away . Still holding Sarah , she pulls her back , off her shoulder . Her face is completely white , her lips blue , her eyes rolled back into her head . The BEEPING sound grows louder , she checks Sarah 's wristwatch , the reading is dire : 57 Meg GASPS , horrifies .Sarah begins to convulse , she bucks right out of Meg 's arms and falls back onto the floor of the panic room . Meg clears everything away from her , tries to make room for her . The convulsion worsens . Meg searches through the piles of supplies , comes up with a plastic - handled screwdriver . She opens Sarah 's jaws , wedges the plastic handle between her teeth . She helps Sarah ride out the convulsion . Finally , her eyes roll back into her head , she slowly re - orients herself . Sarah reaches over , turns off her still - BEEPING wristwatch/monitor herself . Sarah sighs , a shuddering sigh of relief , but she is nowhere near normal . Her skin has passed through white and is turning a sallow yellow color . She moves her lips , Meg ca n't hear her , she bends down :Meg turns , looks back at the monitors . What she sees is good news - ON THE MONITORS , the jacket has been removed from the bedroom camera . Burnham and Raoul are gone , the only person there is HARRIS , who lies slumped on the far side of the bed . IN THE PANIC ROOM , Meg looks quickly over at the monitor for the living room . ON THAT MONITOR , she sees Burnham and Raoul having an urgent conversation , Burnham sitting in a chair , Raoul pacing in front of him , ranting . IN THE PANIC ROOM , Meg 's face lights up , she practically laughs , she 's so overjoyed at this turn of events . She turns , looks back at Sarah , who is starting to tremble again . That does it . Meg leaps up , hits the button that controls the steel door , and it starts to crank open , almost impossibly slowly .

Meg steps out of the panic room , into the master bedroom . She looks at Harris , on the bed . With his back to her she ca n't even tell if he 's alive or dead , but first things must be first , so she turns and races out of the room .

In the living room , Raoul looks up , hearing the pitter - pat of her feet on the stairs above . He smiles and pulls his ski mask back on , to cover his face . Coming around behind him , we see Burnham sitting in the chair . Except it is n't Burnham at all , it 's Harris , unconscious , wearing Burnham 's shirt . And if Harris is the person in the chair , that means -

- the person on the bed in the bedroom is Burnham , wearing Harris 's shirt . His eyes pop open , he sits up , sees the wide open door to the panic room .

Meg races into Sarah 's bedroom and tears open the door of a mini - fridge . Inside are dozens of little bottles of insulin and something called Glucogen . She grabs a bottle of Glucogen and a black leather pouch and takes off .

As Meg nears the bottom of the stairs , she sees a horrifying sight . It 's Raoul , ski mask over his face , standing in the doorway of the master bedroom . She SCREAMS , he SLAMS the door , she takes off down the hall , reaches the end , throws the door open -

- and races into the master bedroom , where Raoul is motoring , fast , headed for the panic room , where she can already see Burnham , standing in the middle of the open doorway , in front of Sarah , wearing Harris 's shirt and a grim `` tricked you '' expression . Meg hurls herself at Raoul , lands clinging to his back . She claws and wrestles with him , gets one hand on his ski mask , tears it from his head . He reaches up to try to stop her from pulling it off - - his gun slips from his fingers , falls to the floor - - and caroms off his boot , spinning across the floor away from them . Raoul flips her off his back violently , she CRUNCHES to the floor , clutching his mask and getting a good long look at his face . He makes a move toward his gun , but she 's faster , she 's already pawing herself frantically across the hardwood toward it . Raoul measures the distance , knows he 'll lose , and sprints for the panic room instead . Meg turns , looks down at the medicine in her hands , then at the door to the panic room , where Raoul is right now reaching up to push the button that controls the steel door . She makes a fast decision and lunges , hurling the plastic bottle of Glucogen and the black leather pouch through the gap just before - - the spring - loaded steel door SLAMS shut with tremendous ferocity . And then it 's silent . Meg WAILS in agony , POUNDS on the door . She stands back , chest heaving , sobbing . A looooong moment goes by . Finally , a VOICE comes over the house 's intercom system .Meg sobs .ON THE MONITORS , Meg looks up at the camera in the master bedroom . She nods , terrified . IN THE PANIC ROOM , Burnham pushes past Raoul , at the speaker button , and leans forward . He 's approaching exhaustion .Raoul stands behind him , muttering to himself .ON THE MONITORS , we see Meg 's face , agonized , as she lunges toward the camera , SCREAMING something up at it , the same thing , over and over . But in here her voice is nearly muted , what bleeds through the walls is n't enough to be heard . IN THE PANIC ROOM , Raoul looks at her image on the monitor , irritated .IN THE MASTER BEDROOM , we abruptly hear her voice , full - throated .IN THE PANIC ROOM , Sarah shivers in a corner , knees pulled up to her chest , staring at the intruders , scared out of her wits , and looking very , very sick . Burnham looks at her , musters the most reassuring face he can come up with under the circumstances .No response from Sarah . Burnham cocks a head , really looking at her .Burnham turns , grabs his satchel , and drops to his knees in the middle of the floor . Over his shoulder , we can see the face of Meg on one of the monitors , shouting into the camera , begging them to give Sarah her medicine . Using his hand , Burnham measures six lengths in from the wall , then digs his fingernails into the weave of the carpet , looking for a seam . He finds one , gets hold of it on one edge , and runs his other hand along the seam till he finds a place where it seems to turn a corner . He stands , hovering over the carpet , and pulls back evenly with both hands . The concealed carpet flap pulls back neatly , with the soft sound of tearing VELCRO . Underneath the flap - - is the smooth metal door of a floor safe . Burnham unsnaps his satchel and gives it a shove . It rolls out and opens up onto the floor , revealing a neat array of safecracking tools . He begins his delicate work , but is suddenly jarred by a POUNDING on the metal door . He turns , annoyed . Meg is still SCREAMING outside the door .Burnham turns , looks at the monitors . ON THE MONITORS , Meg is staring up at the camera , miming the act of giving herself an injection in the arm . IN THE PANIC ROOM , Raoul laughs .But Burnham thinks . His eyes fall on the bottle and the leather pouch she hurled through the door , then whip over to Sarah , who sags over into a fetal position on the floor . Her lips are moving .He crawls over to Sarah , puts his ear down next to Sarah 's lips .Sarah tries to summon enough strength to speak , but her breath comes hard .Sarah nods . Burnham points to the pouch and the Glucogen , on the floor nearby .Sarah nods again .Sarah shakes her head no .Sarah looks at him , eyes pleading . Raoul stands behind Burnham .Sarah just looks at Burnham . Please .Sarah looks terrified , shaking her head no .He starts to pull Burnham away , but Burnham shakes his hand off , violently . He bends down very close to Sarah 's lips .Sarah swallows , licks her cracking lips . When she speaks , it 's breathy , almost inaudible . But the words are clear .

Seen from overhead , Meg paces in the master bedroom , out of her mind with worry , no idea how to communicate to the people in the room the desperate situation . Suddenly , a VOICE comes over the intercom speaker .

A HAND comes down into frame and picks up the Glucogen and the leather pouch . Burnham stands , looking down at them . Raoul grabs him , pulls him to the far end of the room .Raoul looks at him .As Burnham crosses the room , Raoul makes eye contact with Sarah , who is staring at him .ACROSS THE ROOM , Burnham drops to his knees next to Sarah and unzips the pouch .Sarah tries to form words , but she 's too weak . Burnham swallows .He reaches into the pouch , take out a syringe , a sterile pad , and a length of rubber tubing . He takes Sarah 's arm , stretches it out , exposing the underside of her forearm .No answer . Burnham ties the rubber tubing around Sarah 's arm , pulls it tight .Sarah nods .Sarah shakes her head no . Burnham takes the syringe , starts to fill it from the Glucogen bottle .Sarah shrugs . While Burnham goes through the process of finding an exposed vein and giving the injection itself , he goes on , as much to comfort Sarah as to comfort himself :He looks at her , sees her looking at him . Thinking about him .The shot successfully given , he pulls Sarah 's sleeve back down .Sarah nods , and she seems better already . Burnham helps her to sit up , to lean against the wall .

A VOICE comes over the intercom in the master bedroom . It 's Raoul .He CLICKS off . Meg is hugely relieved . And extremely pissed off . She goes to the corner of the room and picks up the gun , the one that Raoul dropped . She heads downstairs .

Sparks fly as Burnham goes to work on the floor safe with a small , specialized drill . Raoul bends down next to him .Burnham looks up at him - what ? But Raoul turns and walks away . Burnham goes back to work .

Meg is in the living room , with Harris , who is still slouched in the chair . He 's in awful shape , barely conscious . Out of the silence , a sudden , deafening sound . The DOORBELL . Her eyes go wide . She darts a look over to the door -LRB- the one that leads to the stoop , not the bloody kitchen door downstairs -RRB- , then back at Harris .He nods .Shit . This is exactly what she prayed for him to do , now it 's the worst thing that could happen . She stands , thinking , desperate . She walks toward the door , stops , thinks some more . The doorbell RINGS again . She comes up with a plan . She goes back to where Harris is in the chair , pulls the chair back a few feet , out of view of the door . She puts the gun in his lap , puts his hand over it to steady it . She leans down , WHISPERS to him .He nods . Meg takes a breath , walks across the foyer , tousling her hair as she goes . IN THE PANIC ROOM , Raoul is staring at the monitors , aghast .Burnham races over , looks over his shoulder . One monitor covers the front stoop , and on that monitor they can clearly see TWO UNIFORMED COPS .He points to another monitor , the one in the foyer , where Meg is looking up at the camera , miming to them - do n't worry , I 'll take care of this .

Meg 's shaking hand rises up to the doorknob and pulls open the big front door . On the stoop , the two Cops turn to look at her . She acts as if she 's just been awakened . She looks it , too , still in T - shirt and boxer shorts . The wind is gusty and cold outside .Cop 1 looks at him . Cop 2 stops talking .Cop 1 studies her , notices the burned sleeve of her T - shirt , the black smudges still on her face .Cop 1 takes a step forward and lowers his voice to just above a whisper , unconsciously making her lean forward in order to hear him .She just looks at him . Wow , this guy 's intuitive . She is sorely tempted . But she ca n't .She thinks , thinks - - and burst out laughing .Cop 1 looks at her , not sure if he believes her or not .Cop 2 turns to go , but Cop 1 lingers .Pause . She stares at him .Cop 2 stifles a laugh .That was good . Cop 1 is embarrassed . Cop 2 thinks it 's funny .Cop 1 looks at Meg , a long look , he holds it for one last moment , trying to read her mind . ON THE MONITORS , we see the video image of the Cops as they turn and head away down the front steps . Meg closes the doors , looks up into a camera , right at us . IN THE PANIC ROOM , Burnham and Raoul breathe a sigh of relief . Burnham goes back to work on the safe . He 's making progress . Raoul looks at Sarah . Stares actually . He 's thinking too . Bad thoughts . He moves over , crouches down next to Burnham .Sarah overhears that . She raises her head , alarmed . Burnham turns , looks over at her , and she just gets her head back down in time . Burnham and Raoul close themselves off , for a private conversation . Sarah edges closer . She overhears a fragment .Sarah is terrified . Does n't know what to do . She looks to her immediate left , sees the intercom panel . She edges closer .Sarah sneaks up a hand and pushes a button - `` ALL PAGE . ''

Your husband says you said `` There are three.'' right before you got cut off.

Ma'am, if there's something you want to say to us right now that maybe you ca n't say to us right now, maybe you just want to make a signal, by blinking a few times, something like that.

The sentence that started `` There are three.'' What was the rest?

You want her to show you which three things, Rick, or should we just go?

In the living room , there is an audible CLICK as the speaker is activated . Meg looks up , hears Burnham 's voice , in the middle of a sentence .Meg listens , horrified .

Meg stares , in shock , as Raoul 's voice echoes in the empty room .There in an abrupt CLICK , and the speaker turns off . Meg turns , goes to Harris , falls to her knees , no idea what to do . She holds him close , their foreheads touching . She 's terrified , exhausted , wants to collapse in his arms . Instead , she starts to pull the gun from his fingers . He tightens his grip , what are you doing ? He tries to hold onto the gun , but she pulls his fingers off it , takes it away from him . He is too weak to resist .

In the panic room , Sarah has her hands clamped over her ears , her mouth is wide open , and a hideous METAL SHRIEK seems to be coming out of it . But the SHRIEK is actually coming from the safe , where Burnham continues to work , another drill , a bigger bit . The noise is deafening . ON THE MONITORS , Sarah sees her mother approaching the monitor in the bedroom , carrying a jacket . Meg tosses the jacket , this time she does n't want them to see what she 's doing . The monitor goes black .

In the master bedroom , Meg pulls on a pair of jeans that are hanging over a chair . She steps into a pair of boots . She shoves the gun into her belt . Here in the bedroom , she can hear the drill . From the house next door , she hears POUNDING again , more MUFFLED CURSES . Apparently the neighbor can hear the drill too . Meg looks from the walls of the bedroom to the walls of the panic room . Her eyes light up with an idea . She goes to the front wall of the bedroom , stands with her back against the exterior wall -LRB- street side -RRB- , with her left shoulder against the common wall that 's shared with the neighbor 's brownstone . She begins to step off the distance , heel to toe , measuring with her feet until she reaches the metal door that is the entrance to the panic room .She hurries out of the bedroom . What 's she doing ?

Meg comes into a small room full of empty bookshelves , a library . There is a window that looks out over the sidewalk , one floor up , same level as the stoop . She looks up , into the corners of the room .They 're bare , no video cameras . Good . She goes to the window , tries to open it . Screwed shut , of course .

The safe is almost cracked . Raoul is watching the monitors carefully . ON THE MONITORS , we see Meg as she searches through the tools in the living room , finds a screwdriver , a sledgehammer . IN THE PANIC ROOM , Raoul furrows his brow . Now what ?

Meg is back in the library , hurriedly unscrewing the window . She gets the last screw out , shoves the window up . The wind BLASTS in , it 's a hell of a spooky night out there . She leans out the window . We lean with her . The sidewalk is empty -LRB- we see it only from our vantage point inside the house -RRB- . She 's one floor up . To her right is the house 's front stoop . She tosses the sledgehammer over , onto the stoop . Climbs up onto the window ledge , and slithers out herself . We lean further , watch her as she edges along the ledge , hops down onto the stoop , and freezes , staring in horror - - at the video camera that covers the front stoop . ON THE MONITORS , we see her staring straight up at the camera , clearly standing on the front stoop , outside the house , where she was specifically told not to go . IN THE PANIC ROOM , Sarah sees the image of her on the stoop . Raoul happens to be looking away at the moment , at the safe , but he starts to turn around , to look at the monitors again - - and Sarah kicks him , hard , in the ass .He turns , away from the monitors .Raoul scowls at her . Behind him - ON THE MONITORS , Meg darts down the front steps and disappears from view on the monitor . IN THE PANIC ROOM , Sarah sees her mother go .

Still leaning out the window , we can see Meg from here as she reaches the sidewalk and runs up the front steps of the neighbor 's house , which is contiguous . Straining to see -LRB- yet stay in the house -RRB- , we see Meg all the way at the right edge of the frame , as she shifts the gun to the back of her pants and knocks on the neighbor 's door , sledgehammer held slightly behind her leg . After a long moment , we hear the neighbor 's front door open . The conversation begins . The wind is gusting right in our faces , we ca n't make out the details , but the gist is clear - let me into your house , and do n't as me a lot of questions . The NEIGHBOR - and by the tone of the voice it sounds like an old woman - is slow to respond , grumpy . Losing patience , Meg just pulls the Neighbor out of the way and shoves into the house . The Neighbor stumbles out onto her front stoop , and we were right , it 's an old lady in a nightgown , but she 's no shrinking violet . In fact , she 's royally pissed off and not at all intimidated .She storms back into her house , following Meg . As both of them disappear from the frame , we move out of the library , into the foyer , and move along the common wall , the one shared with the neighbor 's brownstone . From the other side of the wall , we can hear muffled voices , arguing , Meg and the Neighbor shouting at each other . We drift up , up the stairs , and hear the THUNDERING of footsteps on the stairs next door . We keep pace with them , from inside this house . We pass right through the floor -

- and rise up out of the floor in the master bedroom , and now we can hear the conversation on the other side of the wall in here , the Neighbor 's fearful , angry tones , Meg 's firm , urgent declarations . We move with Meg , even though we ca n't see her , we know what she 's doing , she 's stepping off the paces on the other side of the wall . We drift down that wall , fourteen steps , until we reach the metal door to the panic room , then we pass through that door -

- and arrive inside the panic room , where Burnham is this close to getting the safe open , when all of a sudden - WHOMP . CRUNCH . Burnham and Raoul freeze , alarmed . It 's coming from the long wall , the shared wall . They look at each other . WHOMP . CRUNCH . They look at the wall . Somebody is on the other side , pounding like hell .WHOMP ! CRUNCH ! Louder . Closer . Burnham turns , SCREAMS at the wall .WHOMP ! CRUNCH !Burnham throws himself back on the floor , goes back to work on the safe . Fires up the drill again , it SCREAMS into the metal .The POUNDING keeps up from next door . We hear sheetrock torn away on the far side . Bricks , SCRAPING out of place . Sarah , in the corner , is energized , excited . While Burnham and Raoul are distracted , she grabs the leather pouch , palms the three syringes that are left in there .Finally , the door to the safe CRUNCHES in on one side , yielding to the drilling - - at the very moment that the head of a sledgehammer CRASHES through the wall of the panic room . Raoul grabs hold of Sarah , Burnham maintains his focus , throwing open the safe , revealing - - nothing . CRUNCH ! The sledgehammer head strikes again , opening up a hole about a foot across . Light spills through from the other side , as well as the voice of the hysterical Neighbor . Raoul hurls Sarah against the far wall , leaps over to the side of the hole , and waits , poised above it . At the safe , Burnham does n't lose his cool , just opens a false bottom in the safe , revealing a manila envelope . He snatches it up , RIPS it open , and his eyes dance as he holds up fourteen individual one million dollar U , S , Treasury Bearer Bonds . He fans them out , eyes drinking from his Grail . BANG ! A gunshot whizzes right through one of the bonds , setting it aflame before it SLAMS into the far wall , sending up a little cloud of plaster dust .He whirls , sees an arm poking through the hole in the wall , gun extended . But Raoul is standing just above the hole , and already has his boot raised , over the hand . He brings it down , a CRUNCHING blow that stomps right on Meg 's wrist . Meg SCREAMS , loses her grip on the gun , and it CLATTERS into the space between the houses . BETWEEN THE WALLS , the gun falls into oblivion , the space between the walls , where no one can get to it . IN THE PANIC ROOM , Burnham shoves the loose bonds into his jacket .Raoul grabs Sarah and turns , jabs the green button to open the door . Behind them , Meg SCREAMS in anger and wriggles through the opening . Before she 's even all the way through , she gets hold of Raoul 's leg and pulls herself into the panic room , scraping and bloodying herself on the edges of the too - small hole .But Raoul is deep in a violent rage . Still holding Sarah with one hand , he bends down , grabs Meg by the hair , and drags her toward the doorway .He bolts out of the room , through the metal door , which is just finishing its slow crank open , its heavy spring coiling in the wall . Raoul drag Meg across the floor by the hair , right into the track of the open steel door . She looks up , sees the infrared safety beam over her head , and realizes with horror what his intention is . Still with one arm holding Sarah , who is kicking and struggling viciously , Raoul holds Meg 's head down on the floor , below the safety beam that would prevent the door from closing . He reaches for the `` close '' button . Sarah raises her arm , stuffed with three syringes , and jabs them into Raoul 's neck . Raoul SCREAMS in pain . Meg manages to raise her head , breaking the beam .

On the stairwell , Burnham , stops , frozen , his face twitching with indecision . He hears the murder taking place just above him . He runs down three steps . Stops again . Runs down the rest of the stairs .

Raoul stretches to push the red `` close '' button for the door , but he has to hold Meg 's head down , out of the lower beam with one hand , all with Sarah savagely attacking him at the same time , and three syringes hanging out of his neck . Finally , he gets Meg 's head all the way down , onto the floor . Looking up , Meg sees the red beam become complete again . Raoul jabs the button - - just as Sarah throws her hand into the upper beam , the one at shoulder level . Sarah 's hand turns red , the beam is broken , the door will not close . Raoul ROARS in anger and twists violently , sending Sarah flying across the room . Meg strains , gets her head off the floor again , breaking the beam . Raoul starts jamming the close button , over and over again , the beam completes , then breaks , completes , then breaks , never the button and the beam at the same time . But it ca n't go on forever . Meg 's tiring , she ca n't keep it up , her head trembles - - and collapses onto the floor . The beam completes - - Raoul SMACKS the red button - - and Burnham appears on the other side of the door . He reaches in , grabs hold of Raoul , to pull him off her , but Raoul loses his balance , falls forward - - into the gap - - and his head is crushed by the spring - loaded steel door that SLAMS forward just as Meg draws herself back . Meg falls across the panic room , grabs Sarah , and holds on tight . The door detects the obstruction and opens again , slowly . Raoul 's body slumps to the floor , dead . Burnham stands there , looking down at Meg and Sarah . They stare at each other , wordless , their first face to face contact . She sees the bonds protruding from his jacket . She just looks at him . There will be no understanding here . He zips his jacket , turns , and hurries away .

Burnham races down the steps , hurries to the entry door , throws it open - - and finds a gun barrel pointed directly into his nose . He blinks , tries to focus on whoever 's on the other end of that gun . It 's the Cop , the first Cop , the one who came to the door and was so suspicious of Meg . The Cop looks down , sees blood smeared all over Burnham 's jacket , sees more than enough to know his suspicions were correct .Burnham freezes , silhouetted in the doorway . Wind and leaves blow into the house , a real gale outside . From behind Cop 1 , MORE COPS SHOUT , all at once , must be a half dozen of 'em there , but Burnham ca n't see anything in the stinging light , and ca n't hear much either , over the ROARING wind . Burnham moves suddenly , flinging the door shut right in the Cop 's face . The door SLAMS hard , Burnham turns to run but does n't get more than a few paces before three sharp GUNSHOTS CRACK through the door behind him . Brilliant white light spills through the bulletholes in the door , but it 's not the light that gets you , it 's the chunks of lead . They rip through Burnham 's back and come out his chest , a triangle pattern . Burnham stops , sags to his knees . He reaches into his jacket , pulls out the loose stack of bonds . He fans them out , stares down at them , holds them like playing cards .Behind him , the front door CRACKS open , half a dozen COPS appear and start SHOUTING , all at once . Burnham tosses the bonds to the floor , the same gesture as folding a hand of poker . He GROANS and collapses , slowly , falling through the bonds , twisting as he goes down . He SLAPS onto his back in the foyer as the wind gusts through the open door , scoops the bonds up off the floor , and blows them back into the house , as if they were never meant to leave . Burnham lies there on the floor , eyes open , staring up at the ceiling , looking at the bonds that swirl in the blast of air , suspended there , twisting and bucking and diving just over his head as he dies .

The swirling bonds melt into swirling leaves , blowing in the air over Central Park on a crisp fall day . The leaves float down , over the Great Lawn , that massive expanse of grass we saw in Meg 's hallucination . But on a day like this the Great Lawn 's full of people , throwing frisbees , playing football , lying there doing nothing . The leaves land on the grass next to Meg and Sarah , stretched out on a blanket , a newspaper spread in front of them , open to the ads . Meg is on her back , arms folded behind her head , staring up at the clouds . Sarah is intent on the paper , circling the occasional ad .Meg rolls over , props herself up on one elbow . She seems years younger . She looks at Sarah , reaches out , brushes her daughter 's hair behind one ear . She smiles . She is calm . Behind her , a flock of pigeons takes off , leaping into the clear autumn sky . FADE OUT .

A man strides up a grassy hill. He is in his late-30s, clean- shaven with shaggy hair. He wears a well-cut tweed riding jacket, jodhpurs and riding boots. He carries a large shillelagh which rests on his shoulder. This is CAM STUART. He sings with gusto, a Civil War marching song.At the top of the hill there is a boulder. It catches his eye and he cocks his head, bemused. Laid out on the surface of the rock is a cheap fake beard. He looks around. There is not a person or a building in sight. The tall grass bends in the wind.

...John Brown's body lies a- mouldering in the grave/ John Brown's body lies a-mouldering in the grave John Brown's body lies a-mouldering in the grave His soul is marching on/ Glory, glory hallelulah/ Glory, glory hallelulah...

He's gone to be a soldier in the army of the Lord/ He's gone to be a soldier in the army of the Lord/ He's gone to be a soldier in the army of the Lord...

Good nose, Faithie. This riding outfit belonged to Great-Grandpapa. We're exactly the same size.

It's good for them to see the sunrise. They're too stuck in their cozy little routines.

My grandfather started the Harvard Forestry School -- I'm trying to bestow some of his legacy to my children -- and you're hassling me about lithium!

You're just like my parents. You want to keep me doped! Depressed! Fat! Slow! You'd neuter me if you could!

To hell with the house then! I'm not going to let my goddamn parents use it as a choke chain!

It kills me, Maggie. The girls and I had a beautiful morning. It was magical. That doesn't happen when I take my lithium.

You know what? Forget it. I'm going to find someone who gets it. Who gets me!

Boo hoo hoo! Poor bourgeois Maggie and her bourgeois monogamous fantasy!

That is my car and those are my children! Feeble, Maggie, pretty fucking feeble!

Goddamnit, Maggie! I am a man! I am a man! Men like to screw! That's what we do!

Little. Big Little. I loved your letters. I'm feeling much better.

That's the medication they put me on. Doesn't hurt. Go on, hit it.

Okay, okay. Remember. Never do that when Harry Houdini's not ready. That's how they killed him.

"When Daddy comes marching home again, hurrah hurrah... We'll give him a hearty welcome then, hurrah hurrah... The men will cheer and the boys will shout, hurrah hurrah... the ladies they will all turn out, hurrah hurrah... And we'll all...

I'll get out of this halfway house and get my own apartment. Then you girls can come for sleepovers and I'll make crepes for breakfast and dinner.

And then I'll move back in with you and Faith and Mommy. That is, if Mommy will have me.

The thing is I can see all this from Mommy's point of view. I certainly understand why she slept with Jake Beal after the Walden Pond incident. Sleeping with Will Bronson was pushing it, but I still forgive her.

I was manic. I was high as a kite when I did that. I never had a prolonged affair like everybody else seems to do!

I'm lonely, Maggie. I don't want to move to some shitty apartment, I want to come home!

Hi, Maggie. It's me. It's a beautiful day. I'm skulking around Harvard Square. Anybody home? Pick up if you're there.

...what you and the girls are up to. Thought we could go sailing. I think Eliot Perkins would let me borrow his sailboat...

...Or "Bringing up Baby" is playing at the Orson Welles and there's also a Buster Keaton festival --

Sleeping bags, pajamas, stuffed animals, books, changes of clothes, what am I forgetting?

I bought toothbrushes they can keep at my apartment. And I took two big cardboard boxes and set them up like little beds. They're going to flip.

And during the day they can turn them over and use them as puppet theaters.

Now that I have my own place, Maggie, I'd be happy to pick them up any day and have them stay over. There's room for you too...

Maggie Stuart, you are some punkins. I wish I had some of that bourgeois midwestern can-do.

Yes. A routine. Getting meals on the table. Taking them to school every morning, putting them to bed every night, making sure they brush their hair and their teeth... the laundry.

You're saying goodbye to your daughters! What kind of a cold- hearted S.O.B. honks the horn?

Go. Seriously. Or I'm going to kick the living shit out of this guy.

Remember, Maggie? We were going to Tom and Linda's wedding and we thought we'd be late but I took the back roads and we made it in the nick of time? The Wilbur Cross Parkway!

At New Haven, shoot across 34 West to the Wilbur Cross! It becomes the Merritt Parkway!

We could go to the Museum of Fine Arts and look at Great Grandpapa's portrait.

Because a very important artist named John Singer Sargent painted it.

The whole thing. It's the grandest house on Beacon Hill. Designed by Bulfinch, a very famous architect.

Railroads. Your great-great- grandfather was once the richest man in Boston.

...Well, all that money was put into a trust which is controlled by your great-grandmother. And she decides when to give who what. And... it's hard to explain.

On the second floor are the parlors where they would have huge fancy dress balls...they would lay thick canvas down to protect the wooden floors and it looked like snow...

Hello. My name is Cam Stuart. My great-grandmother grew up in this house and I was wondering if I could show it to my daughters. It's an important part of their family history.

This house was in my family for more than five generations. My great-great grandfather was born in this house on Boxing Day in 1842.

Certainly. If they had a personal connection going back more than five generations.

We're going back there again! I'm going back every day till he shows you that house!

Me? I'm not embarrassed! I'm the eldest son of the eldest son of the richest man in the world!

You girls want to learn how to change an oil filter? It's pretty straightforward --

I'm just being friendly. Don't you want to know your neighbors? We live in a world with other people.

See, girls? People appreciate a little kindness. That's all I'm talking about.

No, they're going to run toward me! Because I'm going to make sure they know that I'm the kind of guy who's willing to move heavy furniture! Or clean out a storage locker!

I learned to cook this on a Norwegian steamship headed down the Amazon.

I was on my way to my Ec 10 exam and I hear this bag-pipe music so I follow the sound into The Square and a street musician is playing Scottish ballads and he's got his hat out. People are walking by and putting money in it and I think that's a good idea. So I put my hat out and sit next to him and I start singing along in my best Scottish brogue and he tells me to scram.

Exactly. Well, we exchanged a few words and then...the bastard jumped me! This scrawny little guy and he jumped me! We got into a major brawl on top of the bag pipes and I got so excited I shit my pants.

Well... then the next semester I registered for seventy-five courses.

Girls, I'm going out for a couple of hours. You get some good rest. I'll be back before midnight...

Don't use the chain. Anyone who really wants to come in won't be stopped by this dinky chain.

I told them I was going out, but they were sleeping! Should I wake them up every time I want to go out?

Remember, girls. Mommy's coming Friday. Let's make the apartment nice for her.

This is what happens when you don't brush your hair for two weeks.

That's because someone left it soaking in the dishwater! I keep telling you girls, it needs to be rinsed and squeezed when you're through with it!

We are not the kind of people who throw perfectly useful things away!

And I do love standing outside in January, freezing my ass off for pennies.

...and the building is packed with single mothers who are always checking in with each other and getting together for coffee but do any of them ever ask how I'm doing? Do they ever invite me for coffee? I'm pretty sure they all got together for wine and cheese two nights ago.

It is funny. It's pathetic. I'm a pathetic whiner. Which is probably why they don't invite me.

So is this really how we're going to do it? You come every weekend and take up residence on the sofa?

Come on, Maggie. We haven't slept together since before my breakdown--

And what happens at the end? You move back in here and what happens to us? Where do I go?

Oh, shit. Lithium doesn't stop you from feeling lonely and unappreciated. Enjoy your sofa.

No floor? That's dangerous. I have two small children. I'll give you three hundred and you deal with the Fiat.

She's well. She's been home every weekend. But she has finals so she stayed in New York to study. We're muddling through without her.

I found these in your kitchen vault. Betty said I could have them.

You won't be able to step on them, but it'll keep out the cold air and detritus.

The point is... I can't afford to take care of the Bentley. I can't even afford to fill up its gas tank.

The girls are both phenomenal students... they're not being challenged. If you really want to help, I think they would flourish in private school.

Girls, look. I'm sorry we can't take the Bentley. It just doesn't make sense. I know it's disappointing.

Sweetie, although crepes may be delicious, they're not exactly the goldmine you think they are. Especially during a recession.

Mean? They're wearing identical pink parkas. How mean can they be?

Dinner will be ready soon. It would be awfully nice to have a place to sit down and eat it.

No! I'm the goddamn servant! All I do is cook for you and drive you around and tend to your every need...

You need to toughen up. What is there to be scared of? Wolves? Vampires?

I don't get it. You never want to be seen with me, you won't have your friends over, you won't let me talk to people -- I can't take it anymore! I need to spend time with adults, not a bunch of bossy brats! Unhand my foot!

You see, girls? That chain is worthless. The only thing it provides is a false sense of security, and that's the last thing you girls need.

How am I supposed to have my own life when you won't let me do anything --

But I'll make tea for everybody. And cinnamon toast. We've got lots of board games --

Big deal how you live! It's not your fault! Tell them your Dad's manic-depressive or bi-polar or whatever they're calling it these days! Don't not have friends because of me!

Would anyone like to learn how to make chocolate truffles from scratch?

That was the same dinner where she trundled across the room and punched me right in the nuts.

No kidding. Amelia beat up the class bully last week. Kicked him so hard in the knee she put him on crutches.

Definitely not to me. I'm cleaning it up. It'll take me two days tops. You'll see. It'll be a thing of beauty.

Your skirt is a joke compared to what this skirt is going to look like.

I just made your daughter an incredible skirt. Sparkles, ruffles... It's probably my greatest achievement since I rebuilt the engine to my Dad's Studebaker in college.

Come on, Maggie! Name me one other father in America who is up right now sewing their daughter a flamenco skirt!

I find that if I take small, steady sips of beer throughout the day, it keeps me on an even keel...

I was excited. People are allowed to get excited when they can't sew worth a damn and they manage to pull off a flamenco skirt that gets their daughter the second-most applause at the talent show.

Let me say one thing about lithium - - no one even knows if it works. Same goes for haldol, valproic acid, and all their other so-called treatments. I'm just a guinea pig. And you never would've known I'd stopped taking it if I hadn't told you. I'm an idiot. A fucking self- destructive fuckhead.

If it's any consolation, no one seems charmed by my squalor either.

You're taking the girls to New York? But what about me and you? What about us?

So were you even trying to get a job here? Or was this your plan all along?

I was wondering why there isn't a place for her here. It is a family firm, after all.

God damn it, Dickie! I know how it works! You create the position!

I don't give a shit about your Christmas party. I want you to hire my wife. She works fifty thousand times harder than any of you!

Do you have any idea how hard it is? Do you have any idea what sacrifices she's made? She needs a job here! In Boston!

I can't visit you in New York. Too much speed and noise and all the people out on the streets all night. Winds me up. Knocks me off track.

I do understand why you don't want to live with me. I'm a much better father than I was a husband.

You're awake. I thought you were going to sleep the whole way home.

Because it's hard to conduct a romance when your children are gunning for your lover.

Maxwellton Braes are bonnie Where early lies the dew Twas there that Annie Laurie Gave me her Promise True Gave me her promise true... And ne'er forgot shall be... For Bonnie Annie Laurie, I'd lay me doon and dee...

But I finally convinced Eliot Perkins to let me borrow his boat. I thought we could have a picnic on the river.

I'm serious. She lives in Boston. How many times has she gotten a ride home on a boat?

What about Fifi, do you think she'd like to have a picnic on the water?

You will never find a more beautiful boat or a more perfect day to go out on the river.

Okay, well, I guess I'll tell the Charles River to go fuck itself.

I'm just watching you walk across the field, for chrissake! I think I'm allowed!

Cam, now wearing the fake beard, stands on the rock, gazing out imperiously. He takes several deep breaths through his nose, appreciating the fresh air. Then he jumps off the boulder and continues his song as he marches down the hill.He disappears from view. A TITLE CARD READS: 1978.

In the darkness, we hear:A flashlight clicks on. It swings between two sleeping children. Two bi-racial girls are sprawled out asleep on their beds. AMELIA is ten; FAITH is eight. Cam shakes them. They resist waking. He pulls their twisted covers off.Finally they sit up. They blink at him, disoriented, shielding their eyes from the glare of the flashlight.Amelia turns on her bedside lamp.Cam is disheveled and dirty, still wearing the tweed riding jacket, jodhpurs, riding boots and fake beard. His eyes are wide, wet and burning.He rips off the beard and throws it to the floor. The girls eye him warily.Cam admires the craftsmanship of the jacket.Faith collapses back onto her pillow, whimpering.

What a bunch of baloney. You must think I'm the biggest sucker on the planet.

Faithie-bear, could you clean your stuff off the dining room table?

He's sitting on the gravel and all he's wearing is a bathing suit.

The roof lights come in our window at night and it's too bright. I can't sleep. It's bright as day.

Mommy, they're huge security lights. Like you would see at a prison.

Daddy told me they injected him with Thorazine at the hospital and it made him bite the insides of his cheeks until his mouth was filled with blood.

I think if you could stop drinking and take your lithium then Mommy would let you come home.

She always says she loves you. But that it's hard to live with you when you refuse to face up to your adult responsibilities.

But Mommy says you slept with somebody in the hall closet during a party when I was eight months old. She says you started it.

If you want us to go to the Peabody School so bad, why didn't we move into the Peabody School district?

Why aren't you coming home this Friday? You said you'd come home every single weekend. That's what you said.

You're an annoying neighbor. People are going to see you and run in the other direction!

Because he didn't ask you to sing and he wants to make all the money.

Faith and I thought of the perfect job for Daddy. A crepe cart in Harvard Square. Like they have in Paris.

You know, he's not usually so angry like he just was. We yell at him way more than he yells at us.

It's just... What's going to happen to the Fiat? Nobody's going to want it.

You should've taken it and then sold it and bought the crepe cart and then you could've made lots of money and we wouldn't be so poor.

Well, then we could've sold the Bentley and just had some money.

He was abused by his last owner. So any time Daddy leaves him he gets really upset.

"Here we come, here we come, we're the pirates, and we're going to make you swab the decks..."

Of course you are. Your family gives you just barely enough money to live on, you can't hold down a job, and you annoy people.

I am about to lose my shit. We said you could come hang out with us. We did not say you could invite people into the apartment.

Nobody thinks I'm black. When I tell them. Nobody thinks I look like you.

You know, you and Daddy could go out to dinner some time. We don't need a babysitter.

If it makes you feel better, I'll tell people I'm black. Even if they think I'm delusional.

When I had the flu, he cut up strawberries and kiwis for me. And he arranged them on the plate like little flowers.

Daddy. We are walking away now. And we are not turning around. We are not looking back.

I don't want to go to Lincoln! They said we're going to get beat up.

Daddy, wake up. Daddy. We slept too long and we're going to be late for school.

Daddy, if you're not going to do the dishes, then I'm doing them.

You brought it from your old apartment! It's probably five years old! It's disgusting!

It was our one chance to have something that other people might want. Nobody wants what we have.

You know. My Flamenco dancer costume for the talent show. You're making me a skirt.

If we're not here, he'll drink too much and stop taking care of himself.

Cam, without the fake beard, marches up the hill as the sun comes up. His daughters hurry behind him, still half-asleep. They both wear sweaters over their nightgowns. He stops to look at the sunrise and takes a long drag on his cigarette.She looks like she's going to cry.He puts his jacket on Faith. Teeth chattering, Amelia shakes her head no. Cam pats her approvingly on the head.She smiles with pride, shivering.

Cam and the girls traipse through the woods, each one of them searching for something on the ground. Sunlight filters through the hundred-year-old trees. The air is humming and buzzing. It feels like summer. Suddenly Cam kneels by a rotten tree trunk. He gives a sharp WHISTLE. His daughters run to him. The ground is covered with bright orange chanterelles. They are beautiful. They seem to glow in the shade of the tall trees. The girls are mesmerized.He holds out his hand and they each slap him five, laughing.

The chanterelles sizzle in a cast-iron pan. Cam stirs them gently, still wearing the jodhpurs but no jacket or shirt. He also wears a battered old gray fedora with a small freshly- picked flower stuck in the band. A cigarette dangles from his lips. His gut hangs out. An attractive African-American woman in her mid-30s leans against the kitchen counter. She wears a housecoat. She looks tired. This is MAGGIE.A long loaded silence. Then:Cam picks up the cast iron pan and slams it down hard on the burner. Maggie jumps and screams, startled. She turns and hurries away.

Your parents let us live in this house on the condition that you remain stable --

I don't want you to tell your friends or teachers about any of this. We know your father's a good person and he would never hurt us, but it's hard for people to understand and it's very sad. Okay? Okay?

You seemed better last week. Are they adjusting your medication?

Look, girls. There's a swimming pool. It'll be open in the summer.

Faith! What are you doing? Why would you do that? Why would you do that?

Faith, is it important, sweetie? You can't call so much. They don't like it. No TV... Okay, one show -- two shows and a movie, but please don't call again unless you have to. I love you.

Do you think that's something your parents might pay for? Mine can't help anymore.

I graduated from Sarah Lawrence. I can't believe I'm doing this.

We can't afford the Peabody School district. We're lucky to have gotten a rent-controlled apartment.

Yes, but we have no money! Can you girls understand that! We have no money! I send out my resume and I get nothing! I just spent my last twelve dollars! You want to be poor and get a bad education?

He said we're not in the Peabody School district so you and Faith have to go to Lincoln.

I guess I wasn't thinking of it that way. I just wanted you to go to the best school.

No. I can't even afford a studio apartment in New York. Jenny said her mother has a small room she can rent me.

Here's my proposal. I can get my degree in eighteen months if I do the summer session. So I go to New York. You move in here and take care of the girls.

Yes. You. You miss them. And they miss you so much. It's just eighteen months. When I get my MBA, I'll get a job in Boston and move back in here.

It is a lot. But we're sinking deeper and deeper into a hole and I have to do something.

It's grim. You and I went to good schools, we had piano lessons --

But you learned how to fence and ski and sail and speak French...

The point is we both got a good education. And I want that for our children.

We met with Dr. Wendell. He said Cam has made an excellent recovery from his breakdown and he felt he could do this.

He loves to cook. He loves to tell stories and play games. He's a good father. I would never ask him if I didn't believe he could do it.

He won't. Because we're all going to support him and make sure he takes his lithium. I'll check in every day on the phone and I'll be there on the weekends.

We're living at the poverty level. The girls are at a terrible school.

Pauline, I'm desperate. Utterly and completely desperate. We have no money.

Cam is a trust fund baby with no trust fund. My parents have done all they can. One of us is going to have to earn a living.

Carol Webber's cousin. He's moving to New York to live with his mother. I'm lucky he's splitting the cost of the truck.

You can call me anytime day or night. And I'm going to come home the weekend after next, so don't be too sad because you're going to see me before you know it.

Amelia, you have to brush your hair. Faith, will you make sure your sister brushes her hair?

I have registration and orientation -- next weekend is really not that far away...

It was hard to come this weekend. I'm so glad I did. I think this is just what you needed, Cam! I think this is going to be a great thing for us.

They're leery of men, that's all. Especially married men with children.

I don't know what will happen, Cam. I just want to get through this period. Can't we see how it goes?

I want you to be the person we all know you can be. It will take steady, sustained effort. You can do it, Cam. If you want to do it.

In some ways. He was funny. Compassionate. He knew everything about the outdoors. He had a job, which was good for him. He was a terrific lighting designer. But in the end, it was too much pressure... I didn't understand about the manic-depression. Besides, everyone was having nervous breakdowns in the 60s, so I didn't realize what a big deal it was.

I think the last time we were at Legal Seafood, Faith pulled shrimp scampi all over my silk blouse.

She also said they're not scared anymore. The girls seem to be in a really good place.

I'll be so happy when I get a job and I'm back here. Thanks for making it possible.

Yes! There are cans of paint thinner -- and the last time I went in there I got motor oil on my skirt. I mean it's... it's ridiculous.

I'm done nagging you to clean your room, you're a grown man and it's your room.

...I'm graduating at the top of my class and I've actually been offered a futures job at E.F. Hutton in New York, but Howard and Company is where I want to be.

Twelve and ten. Very independent. Which allows me to come in early and work late --

Really well I think! I know a lot of people are vying for this position, but I think I'm very qualified. And I've got some more interviews.

Cam, you said you would take responsibility for your condition --

...it was hard to leave. Every weekend. And have people think I was the worst mother in the world because I wanted my children to have a better life and I didn't see any other way to get it. You're from an old blue-blood family. When you live in squalor, it's "eccentric." When black people live in squalor, believe me, no one is charmed.

I'm going to take the E.F. Hutton job. In New York. It's my only offer.

I'm not asking you to. You've done an amazing job. It's time for me to take the girls.

There's so much I love about you, Cam. And I don't want to give up on you. But I just... I can't.

No! My plan was to come home and maybe I'd be with you and maybe I wouldn't, but we'd still be a family. But none of that matters. These Boston firms don't want me.

Taking care of you alone has been a lot of pressure for your father.

Daddy will visit and you'll visit him. New York is an incredible city. You'll like it. I promise.

You know what Faith said to me last night? She said: "You don't lose your temper like Daddy and you keep the apartment nice, but the thing about Daddy is he's always around. He's always there."

I have a plan. I take this job and earn some money. The girls stay here with you. They keep riding their bikes. They stay with their friends. But we get them into a good private school where they can be challenged. I insist on that.

If they come to New York they'll be shut up like house pets in some dark apartment and I'll be working till eight o'clock at night, every night. I don't want that for them.

Toys are scattered everywhere. A coffee table lies on its side. Cam holds a pack of cigarettes in each hand. His face is enraged. Maggie rushes away from him. He follows her. The girls watch from the upstairs landing.Cam steps in front of her and smashes the phone out of the wall. He kicks a zebra skin drum across the floor.He jabs his finger in her face.He suddenly drops to his knees, maudlin and melodramatic and overcome with sincere emotion. He holds onto her housecoat.He looks so desperate that she wants to say she understands. But she can't. He reacts with another 180-degree turn, back to anger. He pounds the floor repeatedly.Cam turns and rips open the front door. He marches down the sloping lawn, swiftly and stiffly like a soldier. Maggie runs to the open door.

Maggie, wearing a crochet dress and knee-high boots, throws garbage bags stuffed with clothes and toys into the trunk of a pale blue Saab. The two little girls watch their frantic mother. Amelia holds the entire "Little House on the Prairie" series; Faith hugs eight different Barbie Dolls. Cam appears at the end of the long driveway, riding his bicycle uphill. He is now wearing a red Speedo, thin-soled canvas tennis shoes, and a red bandana tied around his neck. It is a ridiculous get-up. When he sees Maggie, he starts shouting.He pedals faster as Maggie pushes her daughters into the car. She dives in after them, pulls the door shut and locks all the doors.

Cam races up and crashes his bike hard into the car. He and the bike go sprawling. Maggie and the girls scream. Maggie slides into the driver's seat and fumbles for the right key. She drops her key ring on the floor. Cam circles the car, gesturing wildly. He sounds faraway through the glass but he is roaring. The girls stare at him.They don't. They watch in disbelief as Cam pounds his chest and roars unto the skies:Then he rips open the hood and reaches into the engine. Maggie finds the right key, puts it in the ignition and turns it. Nothing. She turns it again. Nothing. Cam slams the hood down and grins through the windshield. He comes around to her driver's side window. His eyes are bright and wet and insane. He holds the distributor cap.Both girls stare at him, completely still. Cam looks back at them and sees their terrified faces looking out at him and his face changes. A profoundly sad expression comes over him. An expression of regret.He staggers backwards, puts his hands in front of his face and sinks to the driveway cross-legged. He doesn't move.

Maggie sits in the backseat, between the girls. Faith is on her knees, braiding her mother's hair. Amelia looks out the window. Cam hasn't moved. His bare shoulders are beet red.She does.Amelia nods.

Two policeman lay a blanket over Cam's shoulders and help him into the back of their police car. Cam is docile and does not resist. The girls watch from an upstairs bedroom.

Maggie and the girls sit side-by-side on the couch of the visiting room of McLean Hospital. Amelia is engrossed in "Watership Down." Faith is making two Barbie dolls kiss passionately and whispering. The room is pale green, filled with tranquil watercolors. A nurse holds the door open. Cam enters. He moves slowly and he is hunched over, bloated and slow. He has a shaggy beard. He wears an oversized stained t-shirt with an idiotic logo and sweatpants. His hands tremble.They run to him and hug him around the waist. He pats their heads with swollen hands. His speech is thick and slurred.They are disturbed by his appearance.He stands tall and sticks his lithium gut out. They shake their heads.He slaps it again to show how hard it is. Amelia punches him half-heartedly in the stomach. He tenses his muscles.Amelia complies with a flurry of little fists. Cam shuffles away from her.Cam sits down across from Maggie and indicates for the girls to climb into his lap. They do. He lights a cigarette with unsteady hands and smiles at Maggie through the smoke.Maggie looks concerned.Cam starts shuffling around the room again.Cam smiles at them. Then, abruptly, he starts to sing, stiffly.He holds his arms out. The girls go to him and sing along.Their singing continues over:

"We'll give him a hearty welcome then, hurrah hurrah... The men will cheer and the boys will shout, hurrah hurrah, the ladies they will all turn out, hurrah hurrah...

Two large brick apartment buildings face each other across a parking lot. It is an urban environment.

Maggie and the girls look around a vacant two-bedroom apartment. It is clean and bright and sunny. Maggie nods at the SUPERINTENDENT. Amelia looks very worried. Maggie goes to the window and points, trying to be upbeat.Amelia looks out. In between the two matching apartment buildings is a pool enclosed by a chain link fence. Next to the pool area is a concrete "park" area with metal picnic tables. Across from the building they are in is the other building, staring back at them.Maggie doesn't respond.

Maggie and the girls have moved in. The apartment is clean and spare. Marimekko prints cover simple Swedish furniture. The sunniest corner is full of hanging plants. Maggie has made it pleasant. Maggie is in the kitchen cooking dinner. The girls sit at the dining room table. Amelia is doing her math homework. Faith wears an all-lavender outfit and she is carving a flower design into the antique mahogany table with the pointy handle of a fork. They pepper Maggie with questions and complaints.IN THE KITCHEN Maggie sighs heavily.IN THE DINING ROOM Amelia watches as Faith digs in to the table harder and with more determination.Beat.Maggie comes out with two bowls of pasta and sees what Faith has been doing. She drops the bowls down on the table and grabs Faith by the shoulders.Maggie sinks into a dining room chair, lays her head on the table and sobs. After a moment, the girls take their pasta bowls and start eating in silence.

Amelia, I also wish we could've stayed out in the country, but there were no good jobs in Sudbury.

I'm lonely too, Cam! This, here, is lonely, but you have to show me that it'll be different this time. Bohemia is over --

It is raining. Faith and Amelia, both wearing backpacks, walk down an urban sidewalk. They are five feet apart, not speaking. They come to a corner. Amelia goes straight and Faith goes right.

Amelia approaches a three-story house. She rings the doorbell. She is dripping wet. One of Cam's HOUSEMATES answers the door. He has an unfriendly, suspicious manner and bad skin.

Amelia passes a fidgety woman with a bowl haircut. She stops and stares at the closed door to her father's room. There is a home-made poster taped to the door which reads: You say INDIVIDUAL RESPONSIBILITY, I say WE ARE NOT ALONE. Also taped to the door is a National Geographic picture of a gorilla. She knocks.She opens the door. Cam sits over the various parts of a camera, unshaven with a cigarette in his mouth. He wears jeans and a green sweatshirt that says "Vermont". His room is filled with moving boxes stacked floor to ceiling. He stands, surprised to see his bedraggled daughter.He tosses the cigarette into a Styrofoam coffee cup and puts it on a table with many other old half-filled cups with cigarette butts in them. He kneels down to hug her.He picks her up in his arms and carries her down the stairs.

Amelia's clothes hang over the hissing radiator, drying off. Cam stirs soup on the stove. Amelia sits at the table wrapped in a big towel. Cam opens a tin of biscuits and arranges them on a plate.Amelia nods her approval.Amelia nods her approval.He holds the plate of biscuits out to her. She takes one.Cam smiles, pleased.Cam bristles, offended.Amelia looks down and reaches for another biscuit. Cam sighs, sorry and sad.

Maggie stands at a large metal filing cabinet, organizing color-coded files. A square-shaped woman in her 50s deposits a tall stack of files next to Maggie's head: CAROL.The phone rings. Maggie tenses.Carol trundles away. Maggie answers, professionally.

Cam makes dinner: crepes filled with creamed chicken and spinach. Faith sets the table. Amelia plays the piano. The front door key turns in the lock.Maggie opens the door and walks in with a bag of groceries. Faith gestures to the table with a flourish. Maggie nods, impressed, and then she sees Cam in the kitchen and reacts, surprised, but not unpleasantly.

Maggie joins Cam in the kitchen.He nods toward Amelia. Maggie puts her groceries down.He nods. They share a look of parental concern. Then:Maggie smiles at him gratefully and unpacks the groceries. They move around the tiny kitchen. In the living room, Amelia starts playing a jaunty version of "The Entertainer."She hangs her head.Maggie looks sad and tired. Cam puts his arm around her and Maggie leans into his shoulder. Amelia walks into the kitchen and puts her arms around both parents, joining them in this sweet moment. They smile down at her. Then Maggie deflates.She pushes her parents together and runs from the room.

The apartment door slams. Amelia and Faith walk down the hall with a hamper. They look at each other hopefully.

Amelia and Faith walk away from the laundry room with their hamper full of clothes. Three children are playing cards on the stairs in the hall. KIM, 10, and ALI, 8, are Korean sisters. Also with them is THURGOOD, 12, who is black and very tall, friendly and fey.Kim squints angrily.Thurgood puts his hand to his mouth, mock afraid.As Amelia and Faith struggle up the stairs with their hamper:Amelia and Faith hurry away. Faith looks back.

I'm Kim. This is Ali. This is Thurgood. We live on the ninth floor.

Peabody is the best public school in the city. We're not in the Peabody School district.

If you live here, you're supposed to go to Lincoln. A school that is totally one hundred percent terrible.

You don't get it. What you're doing is illegal. And it's not fair. It's not at all fair. You guys are going to go to jail.

Our parents don't want us to have anyone over. We just got a new sectional.

My older brother is studying for law school -- he freaks out if there's kid noise.

The family sits at the table, having finished the dinner Cam made. Music plays on the record player.Maggie furrows her brow at him.The neighbor below bangs very angrily on the ceiling. They all sit in silence. Then:Faith holds out her plate. Cam serves.Maggie stiffens.As they scurry out of the apartment:

The girls listen at the door with concern as their parents continue to argue.A neighbor across the hall opens the door and looks annoyed.

Maggie lays out three Business School applications on the dining room table: Harvard, Columbia, Wharton.

Cam is on a pay phone on Mass Ave. He is leaving an answering machine message. He wears a green polo shirt and madras shorts. He wears a Polaroid 250 around his neck.He waits. No answer. He continues his message.

Cam stands at a restaurant pay phone, leaving another message. He wears a battered corduroy sportcoat.

Cam is at a different pay phone, leaving another message. He wears a three-piece suit. He wears the Polaroid 250.A loud BEEP. The machine hangs up on him. Cam hangs up the phone and walks out alone into the bustling street.

Amelia sits on a bench outside the Principal's Office, hugging her backpack, trying not to cry. Maggie exits the Principal's Office and sits down next to Amelia.Amelia's face crumples.Maggie hugs Amelia to her.Maggie sits back and wipes at Amelia's tears.Amelia laughs, then:Amelia nods and leans against her mother.

Cam enters with two pillowcases stuffed with clothes. Two sleeping bags sit on the sofa. As Cam picks up a teddy bear and stuffs it in one of the pillowcases:Maggie enters from the kitchen with a tray. On it is a teapot and tea cups and buttered toast on a plate. She puts it on the table and pours it out, handing him a cup.Beat. Maggie doesn't reciprocate.Cam reacts, impressed.Cam is thrown.He looks at her for a long beat. Then:He takes out a cigarette.Cam walks away from her, considering.He looks exhausted.Cam looks at her.She nods. Cam looks off into the distance, a determined look on his face. He feels the importance of his mission.

Maggie sits across from MURRAY and PAULINE STUART, Cam's parents. Murray wears a corduroy jacket with a pipe tucked into the pocket. Pauline wears a red turtleneck with a large, elaborate jade necklace over it.Reveal that Cam is also at the table. He takes umbrage at his father's remark as he lights his mother's cigarette.Murray looks mystified.Cam smiles at her gratefully. He puts his hand on hers.Annoyed, Murray pulls the pipe out of his pocket and starts to pack it.Pauline looks like she just ate something terrible.Pauline always says the word "money" with extreme distaste.Murray turns his back on the table and aggressively puffs on his pipe. This is uncomfortable for him.Pauline looks very sad. She pats Maggie's hand with genuine emotion.

I'm afraid we need to intervene on our son's behalf and say: no. He's just not up to the task.

But you're a man. Even if you could do it, why would you want to?

Our children went to the best schools and I'll tell you, it didn't add up to much.

But how did it get to this? I thought Gaga was paying the rent on your little apartment.

I wish we could help but we're barely getting by on the dollops of cash Gaga doles out to us...

Cam, wearing jade swimming trunks and a bright green shirt, is organizing Maggie's suitcases in the back of a small U- Haul. A nervous, skinny man in his 40s looks on, biting his fingernails. He is PETER.Maggie nods. Peter gets into the passenger seat. Cam looks toward him suspiciously.Cam seems unconvinced. Maggie hugs Amelia and Faith and tries to be upbeat.They nod. Faith wipes away her tears. Amelia is stone- faced.Faith nods. Amelia shakes her head.Peter honks the horn. Cam reacts angrily.Maggie stands quickly.Cam sighs and nods. Then:Cam wears a stoic expression.Maggie laughs. He wraps her up in a big hug. Then the horn honks again.Maggie gets into the driver's seat.The truck starts up. It pulls out into the street. They all stand waving.

Why does he keep re-arranging everything? It was fine before. We need to go, Maggie. We're heading into miserable traffic.

We'll have to make a lot of stops, I have a very small bladder --

Maggie wipes a tear away. Peter is oblivious.Suddenly Maggie is startled to see Cam running full-speed alongside the truck.Maggie is stuck moving forward in the flow of traffic. She doesn't know what to do.She's looking for a place to pull over. People behind her are honking now.

The truck keeps moving and Cam can't keep up. He shouts after them.Cam lights a cigarette. He stares after the truck as it disappears from view.

Cam walks back to his daughters who are still standing on the sidewalk where he left them. Faith is crying. Amelia is not letting herself. He picks Faith up and she puts her head on his shoulder. As they walk toward the apartment building:

The girls still look really sad while they eat their ice cream cones. Cam watches them with concern.They shake their heads.They shake their heads.

Cam and the girls are in his Fiat. The car is filled with trash: food wrappers, used napkins, empty containers, orange peels, mail. They are parked outside a large freestanding mansion on Beacon Hill.The girls stare at the house in awe.They look excited and confused.

The girls look around the grand entry hall, amazed. Cam has a hand on each of their shoulders. A MAID comes in.A man in his mid-40s comes out of a study. This is MR. FABRINI. He wears a business suit. He seems annoyed.The girls are mortified. They both start for the door, but Cam holds them in place. He is defiant.The girls wince.

And would your great-great- grandfather give tours to anyone who came along?

Cam drives much too fast down Storrow Drive, weaving in and out of traffic. Everyone is shouting.Cam reacts as if they are speaking a foreign language.

The family rides the elevator in silence. All three of them look furious.

The apartment is filled with boxes. Amelia is on the kitchen phone. Faith is on the phone in the living room. They are both unhappy, talking low, as Cam lurks about.

Maggie stands in a grim little room with a bed and a desk and a bright overhead light. Her suitcases surround her. You can hear loud traffic noise.

Cam is snoring on the couch still wearing the bright green shirt and jade swimming trunks. The TV is on. Faith stands over him, near tears, in her nightgown.Cam opens his eyes and blinks at her, disoriented.

A disheveled Cam races down the hall and puts his hand on the door of the elevator to keep it from closing. In his other hand he has a box of cereal.On the elevator is an attractive woman professionally dressed. This is BECCA. She wears a turtleneck sweater and big brown glasses. She smiles at Cam. He smiles back.Faith runs onto the elevator.Cam holds out the box of cereal. Faith reaches in, grabs a handful, stuffs it in her mouth.Cam puffs up.Tousled Amelia runs onto the elevator. Cam steps on.The elevator doors close.

I just have to say: my ex-husband would never do what you're doing. I think it is so evolved.

Absolutely. Most men would be extremely emasculated having their wife go off to be the breadwinner.

Cam runs a red light at the intersection of Huron Ave and Garden Street. The girls scream.

He pulls up with a screech in front of the school. The girls tumble out. As they sprint off:He watches the girls run up the deserted steps of the school.

Cam has the hood of his car open. The girls walk up, wearing their backpacks, not talking to each other.He shuts the hood. A woman in her mid-50s is taking many grocery bags out of her car. This is RUTH-ANN MCKAY.He approaches Ruth-Ann. The girls follow.Ruth-Ann shakes hands warmly.As they pick up the bags:

Cam carries three bags and the girls each struggle to carry one down the hall to Ruth-Ann's apartment. She unlocks her door and starts taking the bags from them.She starts to close the door.She closes the door in his face.He storms off down the hallway. Ten strides later.He goes into the stairwell and slams the door.

They sit at the dining table, eating in angry silence. Then:Beat.The girls' interest is piqued.

Cam sits in the reading chair. The girls are in their beds, listening intently to their father's story. Faith has curlers in her hair and a net over them.Cam laughs.He chuckles.CUT TO: Both girls are asleep, breathing steadily. The clock ticks. Cam gets up from his chair and turns out the light.

Cam walks into the living room of the apartment, which is now full of all his boxes. He stares at them. Cam opens a box. It is filled with magazines, pieces of paper, phone books, tools, cords. It is completely disorganized. He blinks at it. It fills him with despair.

Dirty dishes are piled in the sink and all over the counters. Cam stares at it in despair.

The laundry hamper is overflowing, dirty clothes piled halfway up the wall. Cam stares at it in despair.

Cam grabs his coat and scarf from the coat-stand.No answer from the sleeping girls.He opens the door, closes it quietly behind him.

Cam steps out into the cool air. He takes a deep breath, lights a cigarette, and heads out into the night.

A bar full of aging professors, shaggy poets and intense poetesses. Cam sits at the bar, drinking a can of beer. He has an animated conversation with two friends. One wears a bow-tie, horn-rimmed glasses and a tweed jacket; the other wears a grimy coat and ragged hat. The homeless-looking friend laughs, revealing no front teeth. Cam gestures to the bartender, indicating another round.

Cam, drunk and smoking, walks down the long hall to the corner apartment. He takes out his keys and opens the door. But it stops; the chain-lock has been fastened. All the lights in the apartment are on.He knocks.Amelia comes running from the living room, crazy-haired, wielding a baseball bat.Cam grows more irritated.As she unchains it:As he enters:

Cam stumbles in and Amelia holds up the telephone receiver, triumphant.He reluctantly takes the telephone from her. She walks down the hall to her bedroom.

Amelia sits down on the bed next to Faith.Amelia shrugs.Faith gasps with excitement and hugs her sister tight.

Cam opens the medicine chest and takes out his enormous bottle of lithium. He stares at it for a long time.

The Fiat pulls up in front of the school. Children are filing in. The girls jump out of the car. Before Amelia slams the door:Both girls look bratty and pissed-off.Cam cannot handle the onslaught of attitude.Cam puts the Fiat in gear and zooms off, way too fast. The girls watch him go, stunned and self-conscious, knowing that the other kids heard.

Cam looks at all the boxes. The place is a disaster. He goes to the window and looks out. It is a beautiful day. Cam sighs. CUT TO: THE RECORD PLAYER Cam drops the needle on Olatunje's Drums of Passion. A heavy rhythmic beat fills the room as he opens up the first box and pulls out a rusted old machete.

The girls enter the apartment. They can't believe their eyes. It is spic and span. A large new bookshelf lines the front hall. They jump up and down like crazy.Cam enters from his bedroom. He wears a grimy, oil-stained jumpsuit. The girls throw themselves into his arms.The girls hurry to his bedroom.

Cam's room looks like a garage. Large industrial metal shelves house paint-thinner, spray paint cans, motor oil, etc. Stacks of mail and magazines cover the desk and there are clothes all over the bed. Amelia points at the bed.She closes the door.

Spirits are high. Amelia clears the dining room table. Faith washes the dishes and Cam dries and puts the dishes away. They sing a World War II marching song.

Hitler! Has only got one ball...Goering! Has two but very small...Himmler! Has something sim'lar...But Josef Goebels has no balls at all...

Like dew on the gowan lying Is the tread of her fairy feet And like winds in summer sighing Her voice is low and sweet Her voice is low and sweet...

She's all the world to me... And for bonnie Annie Laurie, I'd lay me doon and dee...

Cam and the girls stand on the platform as the train pulls in to the Station. Cam is trying to untangle some of the massive snarls in Amelia's hair. Maggie gets off at the far end. The girls take off, running for her. Maggie drops her suitcase and drops to her knees and holds them tight. Cam walks toward them, smiling. He holds a bunch of orange gerberas. She accepts them and kisses him on the cheek. She kisses both girls on the head. He picks up her suitcase and they walk down the platform. The girls skip alongside, holding their mother's hand, happy to be all together.

The family bustles into the apartment. Maggie stops dead when she sees how cozy and warm it is. She looks at them with amazement. The girls are gleeful.Cam looks modest but he is bursting with pride.

Faith and Amelia play on the monkey bars. Cam and Maggie sit on a bench. Maggie looks happy.He smiles at her and takes her hand. She smiles back at him. They sit holding hands as they watch the girls play. CUT TO: UNDOING THE APARTMENT MONTAGE Cam lays out a bunch of newspaper on the living room floor and goes to work, taking apart an old phone. He walks away from the tools and parts of the disassembled phone and it never moves. CUT TO: The girls come in with a large hamper of laundry. They dump it on the sofa and start folding it, but then they run off and it stays where it is. CUT TO: The family sits in the living room eating dinner in front of the television. A large roll of paper towels that is sitting on the coffee table is knocked over and rolls to the floor, leaving a long trail of paper towel. Nobody picks it up. CUT TO: Cam lies on the sofa, drinking a beer and watching television. His head rests on the pile of clean laundry. Amelia and Faith roller skate around the room. CUT TO: The phone parts have been pushed under the piano bench to make room for Cam's bicycle, which stands upside down as he fixes the brake mechanism. He puts his glass down on top of the piano, in front of a large model ship. The top of the piano is now filled with dirty glasses, beer cans and empty yogurt containers with spoons sticking out of them. CUT TO: Cam sits down in his armchair and starts taping wide silver duct tape over a large tear in the arm. Pull back on the living room. Nothing has been picked up or put away. It is a disaster. CUT TO: Faith stares miserably at the stack of dirty dishes in the kitchen sink.

Cam sits in his armchair. The TV is on. He is trying to brush the snarls out of Amelia's hair.OW!Faith marches out of the kitchen, furious.Cam blinks at her. It is an odd threat. He shrugs.Faith marches into the kitchen. A cupboard opens and slams shut. He turns his attention back to Amelia's hair.She turns and rips the brush from his hand.Amelia stomps away to the bedroom. Seconds later Faith marches back to the living room with a sponge held between two fingers.Cam becomes immediately stern.Faith throws the sponge at him.Faith runs away. The downstairs neighbor pounds on the ceiling. Cam angrily pounds back.

Maggie, wearing her coat and holding her suitcase, stares with dismay at the wreckage of the apartment.

Maggie, wearing yellow rubber gloves and her hair tied back, cleans furiously. Cam and the girls make piles.

Amelia helps her mother make her bed on the sofa. Faith practices her pirouettes.Maggie and Cam look at each other, amused.Maggie laughs.She does a dramatic pirouette. Her parents laugh.

It is late. Maggie sits up in her bed on the sofa, sewing a button on a little girl's sweater. Cam sits at the other end of the sofa. The girls have gone to bed. Cam is feeling sorry for himself.Maggie has to bite her lip to keep from laughing.Cam slides his hand up her leg. She shifts away.He leans forward and kisses her, but after a moment she rolls off the sofa and moves away from him. He chases after her, playful, flirting.As he attempts to unbutton her top:He puts his hand on her breast.She laughs at his unrelenting flirtation.He kisses her. This time she kisses him back.

The girls stand outside the closed door to Cam's bedroom, listening and whispering to each other.The girls celebrate silently. Then they hear raised voices:The girls scurry into their room as Cam's bedroom door is ripped open. Cam walks out, pulling his shirt on. He grabs his coat. Maggie runs after him.He exits. The front door slams.

Maggie lies on her bed on the sofa. Amelia walks up to her. Maggie lifts the covers and Amelia gets under the blankets next to her mother.Amelia snuggles in closer.This information is not comforting to Maggie.

A cold winter day in a run-down part of Somerville, Massachusetts. Cam leans over the engine of a dented and rusty Plymouth Valiant, gunmetal gray with white patches. He wears a grimy green parka with a gray three-piece suit poking out underneath. He wears nice leather shoes. A cigarette hangs out of his mouth. His hair is combed. He shuts the hood. Amelia and Faith watch apprehensively. Amelia wears a parka over white tights. Her snarly hair is pulled back in two barrettes. Faith wears a long wool coat and has her hair neatly combed under a velvet headband. Cam crosses to the driver's side, gets in and turns the car on, revs the engine. CHRIS, the unfriendly man selling the car, doesn't even try to give a spiel.Cam looks around the interior of the car.A large flap of vinyl hangs down revealing the foam underneath. In the front and the back.Chris opens the back door and the unhappy girls start to climb in.Amelia and Faith look at each other, sinking. They slide onto the backseat without stepping on the floor. Cam leans through the back door and looks at the floor well, which is a rusty hole with ragged rusted edges.He points to the Fiat which now has a broken driver side window that's been taped up with plastic and duct tape.

As the Valiant pulls away, Amelia kneels on the backseat and waves out the back window.Cam honks the horn in rapid succession for a cheerful, triumphant goodbye. They drive out into the street. Faith sits down and opens a "Harper's Bazaar" but Amelia stays kneeling on the seat, looking out the back window. Her eyes fill with tears.Faith looks out the window, an angry expression on her face.Cam looks in the rear-view mirror with concern.The tears roll down Amelia's face and she can't wipe them away fast enough.Amelia shakes her head and says in a small voice:She watches as the Fiat gets smaller and smaller and then they turn a corner and it's gone.

The girls lie across the backseat, leaning against either door, huddled beneath an old army blanket. They wear hats. Faith has the "Harper's Bazaar" magazine on her chest and Amelia holds a book called "Turning Your Dream Into A Small Business". They are both mesmerized at the sight of the highway rushing by through the rusty holes in the floor.

The Valiant turns onto a long driveway and drives past an enormous lawn and a large weeping willow and an unattached four car garage and parks in the circle in front of the house, behind a maroon Bentley.

A regal old lady sits at the head of a long mahogany table, a little silver bell by her water glass. She is 92 and of another era, extremely patrician. She wears a long-sleeved black dress, pearls and a blonde wig that looks like hair swirled into a bun. This is GAGA. Cam is at the foot and the girls are in the middle. The table could sit twelve. A BUTLER brings around a silver bowl of mashed potatoes. Faith spoons a huge amount onto her plate next to the roast beef and the peas. The butler continues around the table.The butler nods silently and disappears to the kitchen.That hangs in the air for the moment.Amelia thinks she's got it.The little girls are really trying but they are unable to hear the distinction.Faith is fiercely concentrating. She says with extreme self- consciousness in a faux British accent:

Do you girls think it's unusual that your mother is in New York?

Cam, I'm very proud of you for taking care of these darling girls all by yourself. I mostly use the Lincoln these days. I'd like you to have the Bentley.

I don't think that's teaching the girls a very good lesson, do you?

We all believe in you, Cameron. We know it's not too late for you to amount to something.

The girls sit at a game table playing cards with Gaga. Cam enters, wearing his parka, carrying two large ancient cookie sheets under his arm and a large roll of duct tape.As Gaga shuffles the cards:Amelia sighs and shakes her head.The girls scream and leap to their feet like Lottery winners.

Amelia and Faith are scrambling all over it, touching everything. They push every button. They run their hands over the smooth wood. They rest their cheeks against the leather and inhale. Amelia sits in the driver's seat and waves through the windshield at her father, who is outside, looking at the car with apprehension, smoking a cigarette.

Gaga looks extremely displeased, both hands on her cane. Cam stands across from her, hands in his pockets.Cam suddenly becomes nervous, uneasy. This is hard for him.Beat. She scowls at him.Cam looks confused, then resigned:Gaga takes his hand in an attempt to be supportive:

They drive home in silence. The girls pout in the back seat.They don't respond. Then, in a coldly rational voice:Beat.They ride on in silence.

Maggie walks out of the station, with Cam and the girls. Cam carries her suitcase. The girls brim over with excitement.They can't contain themselves. They run to the Valiant. Maggie slows as she approaches the car. Inside, a DOG is barking like mad and scrambling back and forth over the seats. Cam whistles and when the dog sees him, he starts whining and wagging his tail, scratching at the windows.As Cam puts the suitcase in the trunk:Maggie looks unenthusiastic.Cam opens the passenger side door for her, with a flourish. Jock streaks out and tears down the sidewalk, going after another dog who is on a leash. Cam and the girls race after him.It is chaos.

Bundled up, the family kicks a soccer ball around. Jock runs between them. Some distance away Kim and Ali watch from the swings. Cam sees them.He waves at them to come over. Hesitant, they do.

Maggie sits on a bench with Faith in her lap. Cam plays a spirited soccer game with all the little kids in the park. The ball comes toward Cam, who is smoking. He throws down his cigarette and dodges a kid, then passes the ball to Kim, then picks up his cigarette again when the ball is gone.

The girls both hold onto Jock's leash as they walk toward the apartment. Cam and Maggie follow behind.Both girls scowl at him over their shoulders.The girls take off running down the hall. Cam looks exhausted. Maggie looks at him; he shrugs, beleaguered.

The apartment is a disaster. Art materials lie all over the table. Amelia bangs out a song on the piano and sings at the top of her lungs while Faith does a dramatic dance. They are both in their nightgowns.Cam emerges from the kitchen, a mixing bowl in his arms. He is whisking something and wearing a utilitarian apron.Cam watches, frustrated.She keeps dancing. Suddenly Cam explodes, HURLING THE BOWL AT THE WALL. NOW! Both girls are startled out of their musical reverie. Then Faith explodes:He watches, furious, as she stomps by him.Cam turns off the stove. Grabs his overcoat and scarf.Amelia jumps up from the piano and gets in his way.Cam looks for his keys, wallet.Cam shakes his head and puts on his coat.Amelia runs to block the door. Jock starts barking and jumping around.Amelia drops to the ground and grabs Cam's leg.Cam leaves the apartment, slamming the door behind him. The dog barks constantly.

Cam steams down the hall. Punches the elevator button. Waiting at the elevator, he pulls a pack of cigarettes from his pocket. He looks up. At the end of the hall his daughters stand in their nightgowns and look at him silently, mournfully. The elevator door opens. We can still hear the dog barking. He gives them the finger. Charges onto the elevator.

Cam is agitated. He runs his hands through his hair. He punches the wall.

Ruth-Ann waits for the elevator. The door opens to reveal Cam, sitting dejected on the floor. She hesitates.

Cam walks back down the hall to the apartment. He unlocks the door, but the chain is up. It stops him. He sighs with frustration, then hurls his shoulder into the door, busting the chain and sending the door smashing open. The girls scream, alarmed, and jump to their feet. Amelia holds a baseball bat, Faith holds a cricket bat. Then they see it's him.

Cam walks in. As he lights a cigarette:He hugs them and they hug him back.He nods and heads back toward the kitchen. CUT TO: Cam cleans up the bowl and its contents that are spilled all over the wall and floor. CUT TO: Cam replaces the chain on the door with a deadbolt lock.

Cam lies on the sofa, watching TV, drinking a beer, smoking. He flips through the channels. He finishes the beer and crumples it. It joins four other crumpled cans. He reaches for another. He looks depressed.

Cam, rumpled and low-energy, sits behind the wheel. The girls sit in the back seat. As Maggie gets in the car, she sees that Cam has a huge bandage that covers his entire hand and forearm. It looks like a giant q-tip.

The swimming pool is being filled. All the kids in the building stand outside the chain link fence watching with excitement.

Cam, still low-energy, waits in the car. Maggie opens the door. The bandages on his hand are gone.

Maggie carries her suitcase over to the sofa in the living room. She surveys the messy room, which now has a mini- trampoline in the middle of the rug. She stares at the mini- trampoline, incredulous. Faith runs in.Faith happily starts jumping up and down on it, doing splits in the air.

Cam stands at the open fridge, staring into it, uninspired. Amelia and Faith, wearing bathing suits, charge into the kitchen full of energy. Amelia grabs bread, peanut butter, jam and milk. Faith hops up on the counter and pulls down two glasses, two plates. Amelia slaps together two sandwiches and Faith pours two glasses of milk. The girls leave the kitchen, each gingerly carrying a plate and a very full glass of milk. Cam still stares into the fridge.

Cam waits in the car double-parked. He is driving a red Toyota station wagon with one gray door. Maggie is confused as she gets into the car.

The swimming pool is being drained. Amelia, Faith, Kim, Ali and Thurgood stand outside the chain link fence with their bicycles, watching sadly as a tarp is pulled over it. After a few moments, they hop on their bikes and pedal away.

September. Amelia and Faith walk to school in a large and lively group of children, all wearing big backpacks.

Cam sits in his red armchair, watching TV, smoking. He is unshaven and unkempt. He wears tube socks, a red smoking jacket and tight tennis shorts. Amelia marches in and tapes a sign on the TV screen that reads "SMOKING SUCKS AND THEN YOU DIE!" Faith tapes one underneath with a picture of a big black lung that says: "DEAD SMOKER'S ACTUAL LUNG!" Cam stares blankly at the signs taped to the television. He does not stop smoking. Then:Amelia sits down on the floor and starts tying her sneakers.They leave, slamming the door.

Amelia and Faith wait by the elevator. Cam opens the apartment door and stands at the end of the hall, looking at them mournfully. They are both furious. They look away. They look back. He is still staring at them. They exchange a look. They are pained by his misery. Finally, they relent:The elevator doors open. The girls get on.

Kim, Ali and Thurgood sit at the metal picnic tables. Faith and Amelia are across from them. Amelia has her Tarot cards and she is doing a Tarot reading. She flips a card.Cam stands at the end of the table, digging stuff out of his pockets, looking for matches.Amelia and Faith shoot him a withering look. Amelia starts gathering her Tarot cards.Amelia looks at Thurgood who shakes his head.Faith and Amelia look at each other, furious. They both glare at him.Faith and Amelia pull him aside, away from the other kids. Cam looks uneasy.The girls are thrown by this outburst. Cam slumps.He turns and walks back to the building, defeated. Faith and Amelia look at each other, considering.

Amelia and Faith stand outside their apartment with Thurgood, Kim and Ali. Amelia takes her keys from around her neck.Faith raises her eyebrows.Faith nods. Amelia opens the door and darts in. Faith blocks the doorway.

Cam sits at his desk. A radio has been pulled apart and he is soldering a circuit board. His room looks like a bomb exploded. Amelia pokes her head in the door.Cam blinks, surprised.Amelia nods and closes the door.

Amelia and Faith stand in the middle of the squalor with Thurgood, Kim and Ali, who seem stunned by the mess.Kim happily bounces on the mini-trampoline in the middle of all the squalor. CUT TO: The children fill the living room: Amelia, Faith and Ali play Roulette. Thurgood sits cross-legged on the mini-trampoline, bouncing gently and staring at the album cover of "Guys and Dolls." Kim examines an old wooden cane. She pulls the handle and a sword comes out. She is totally amazed. Cam emerges from the kitchen with a teapot and a plate of cinnamon toast points. He serves them all toast and refills their teacups. Cam has never seemed happier.He leaps to his feet and follows Cam into the kitchen.

Cam comes into view, striding up the hill, whacking at the tall grasses with his machete. Behind him, the children begin to appear; they march behind him, fanning out on either side, talking and laughing: Amelia, Faith, Kim, Ali, Thurgood, and three other kids from school.

The gang of children spreads out, searching the ground for mushrooms and playing. CUT TO: The children sit on a fallen tree trunk, watching, as Cam demonstrates on Amelia how to twist someone's arm behind their back. Amelia grabs his arm and does it to him. CUT TO: Cam crams the kids into the Toyota. He lays the boys down in the way back like cord wood. The engine turns over twice and starts. The car is weighed down and drags in the back as Cam drives slowly down the dirt road.

Amelia watches as Maggie frosts a birthday cake. Maggie starts to pipe "Happy Birthday Faith" in white icing on the top.Maggie runs out of space on the cake, halfway through "Faith."She throws down the pastry bag. Amelia feels guilty.Amelia shakes her head.Maggie puts her hand on Amelia's head and looks at her.

Cam and Maggie walk to a restaurant. They are both nicely dressed, wearing scarves and overcoats.He nods, laughs.She smiles at him with real gratitude. She links her arm through his.Maggie smiles at Cam. He pulls her closer.Maggie laughs but doesn't pull away.Cam looks flabbergasted.Maggie laughs, teasing him.Cam laughs, good-naturedly.They walk on.

Maggie sits in a waiting room, professionally dressed, completely pulled together. Across from her sit three handsome 24-year-old white men. Suits, ties, polished shoes. They are talking, laughing.Maggie stands. The young men look at her like she's a curiosity.

...of course I know Jim Quincy! We were in the Delphic together at Harvard... I actually won this belt off him --

Maggie sits across from three fifty-year-old versions of the young men in the waiting room.Beat. Their eyes glaze over. Maggie instantly regrets mentioning her children.The men stand up, signalling the end of the meeting.

As Maggie walks past three young men in their nice suits and ties, she understands her prospects.

Maggie waits on a corner in downtown Boston. She looks cold and unhappy. She looks up the street and sees the red Toyota wildly backing down the one-way street. Irate drivers honk at Cam. He stops in front of her. She gets into the car.

Cam stands in the middle of his messy bedroom, pulling excess books off the shelf and putting them in a box. He comes across The Collected Poems of Robert Frost. He opens the book. He sits down on the edge of the bed, reading. Amelia calls from the kitchen:As Cam turns the page:Faith steps into the doorway. She is festooned with gold and pink ribbons wrapped around her arms and upper torso.Beat.Faith claps her hands and excitedly breaks into her stomping Flamenco dance. The neighbor below bangs on the ceiling.

Cam opens a closet door and hauls Maggie's sewing machine off the top shelf. CUT TO: Dining room table. Cam sits in front of the sewing machine, a cigarette dangling from his lips. He studies Faith's Flamenco doll.CUT TO: He draws a pattern on the pink satin fabric. He cuts out the pattern, smoking all the while. A huge amount of ash drops on the fabric. He doesn't notice. CUT TO: He pushes the fabric through the sewing machine. This way. That way. The table is covered with dirty coffee cups. His ashtray overflows with cigarette butts. He screws up a seam.He yanks the fabric out of the sewing machine, throws it on the floor, jumps on it, picks it up, throws it at the wall, it flutters to the floor. This only fuels his rage. He spastically grabs it, crosses to the open window and hurls out the unfinished skirt. He pushes his hair back, looks around wild-eyed and crazy.

Cam has returned to working on the skirt. He sews a ruffle on. He turns to the flamenco doll.Cam downs the last of a cup of coffee, cracks open a beer and takes a swig.

Cam stands at the open window, drinking a beer. He picks up the phone and dials.INTERCUT WITH MAGGIE She turns on her bedside lamp and sits up, trying to orient herself.Cam examines the skirt with pride.Maggie sits up.Beat.Maggie hangs her head.He takes a long, loud, defiant sip of his beer.Maggie looks stricken.

Cam sits on the floor surrounded by bits of fabric. Faith manages to squeeze into the very beautiful and way too tight skirt. It is so tight all the way down, she can barely move her legs. She finally gets it on and stares down at it. She wiggles to make the ruffle move. Then:She hops over to Cam, throws her arms around his neck and says dramatically:

Maggie walks out of the train station. Cam is double-parked. He wears his battered corduroy jacket and an Oxford shirt. Maggie gets in the car, closes the door.

A tony Boston restaurant. The lunch crowd is well-dressed. Cam and Maggie cross to sit down at the bar. Cam is angry.The MAITRE D' hurries over to them.Without missing a beat, Cam pulls an untied bowtie out of his jacket pocket. As he ties it without looking:His bowtie is perfectly tied. The Maitre D' nods and quickly retreats from this conversation.Tears suddenly roll down Maggie's face. Cam is startled.Cam is quiet for a moment as that sinks in.Maggie looks at him and nods, resigned. Then:She puts her hand on his arm.Cam reacts.Maggie looks away. She is anguished. Cam seethes.She looks at him for a beat.This hits Cam like a ton of bricks. His face hardens.Cam stands and storms out of the restaurant.

Excuse me, sir. But our dress code requires you to wear a tie...

DICK, 40, sits behind a large oak desk with a view onto the financial district. He wears a suit and tie. He is tall, handsome and athletic. The walls are hung with pictures of sailboats. Cam sits across from him. Cam is agitated.Dick sighs and looks sorry.Dick gets up from the desk.Cam picks up a model sailboat and hurls it at the wall.Cam picks up a chair and throws it at the bookcase, which comes down. Dick tackles him to the floor. CUT TO: Two SECURITY OFFICERS escort Cam out. Dick puts his hand on Cam's shoulder.Cam looks at him, resigned.

Well, Cam, I wish there were. But we just don't have the position at the moment.

I have to say, Cam, this is why we never invite you to the Christmas party.

Maggie sits on the sofa, folding laundry. The front door opens. She hears Cam walk down the hall to the bathroom.

Cam stands at the sink, filling a glass of water. He is soaking wet from head to toe. Maggie comes to the doorway of the bathroom. She is startled by his appearance.Cam doesn't look at her. He takes out his bottle of lithium.She nods. He empties three large pills into his hand.Cam swallows the pills with the full glass of water. He closes the medicine cabinet and sighs.As he walks past her into his bedroom:

His bedroom is a pit. Cam sits down on his bed, among the piles of clothes.Maggie nods, with great sympathy.She exits, gently closing the door. Cam looks around at his room, the manifestation of failure.

Amelia and Faith sit at a round table, ice cream sundaes in front of them. Maggie and Cam sit across.Faith and Amelia look disapproving.Maggie looks at Cam. He shrugs modestly.Maggie is speechless. Cam nods at her.

A hibachi engulfed in flame. PULL BACK TO REVEAL: Cam grills shishkebabs by the metal picnic tables. Though it is a chilly day, he wears denim overalls, a striped denim workshirt and a denim cap. The girls play Chinese jumprope with Kim and Ali at the other end of the park. Maggie sits at the picnic table, near Cam, watching her daughters play with their friends. Thurgood runs into the park area and stops in front of Cam.Thurgood laughs and runs off to join the other kids. Maggie smiles. Cam stares into the fire.He reaches through the flames and turns the shishkebabs with long metal tongs. Maggie stares off. Then she takes a deep breath.Maggie stands and walks over to Cam.Maggie looks over at the girls. Her heart breaks.Maggie buries her face in her hands. Cam holds out his arms. ANGLE ON THE CHINESE JUMPROPE Amelia is jumping. Kim looks over Amelia's shoulder.Amelia turns to look at her parents at the other end of the park. Maggie has collapsed into Cam's arms and she is sobbing. Cam is sobbing too. He still holds the metal tongs. Amelia watches them for a long time. Then:

Cam drives the car on the highway, smoking. A CAT is draped over Cam's shoulders while he drives. The girls are sleeping in the backseat under a blanket. Amelia yawns and stirs.He quickly stabs out his cigarette. Faith squirms awake.Faith climbs into the front passenger seat.Cam drives. It's quiet for a moment. Amelia sits up and stares out the window, then:Cam sighs and looks sad.Cam smiles.The girls laugh. Then Faith looks back at her sister and rolls her eyes with irritation.Cam looks in the rearview at Amelia who is crying.They drive in silence. Then, starting in an absurdly deep voice, Cam breaks into "Annie Laurie." He sings in a full Scottish brogue, his voice getting very high and squeaky and forlorn on the chorus.The girls join in. As they sing, a series of cuts: -- Cam takes Amelia and Faith on a walk through Mt. Auburn Cemetery. -- Amelia runs between the shelves of books in an overstuffed bookstore. She rounds the corner and nestles in next to Cam who sits on the floor, with Faith on his lap. -- Cam proudly leads Amelia, Faith, Thurgood, Kim and Ali on a tour through the grand old mansion on Beacon Hill. The children are blown away by the splendor. As they file past Mr. Fabrini on their way out, thanking him, he nods curtly and gives them all a very tight smile. He is clearly extremely annoyed by Cam and can't wait to get rid of him. Cam grins back at him, victorious. BACK TO:

AMELIA, wearing the school athletic uniform, her hair pulled back in a tidy french braid, stands with eight other girls at lacrosse practice. They are lined up, taking turns shooting on goal. A TITLE CARD READS: One year later. Amelia runs forward and fires a ball into the net.Amelia waves at Cam, who is cheering from the sidelines. Another girl runs and shoots into the net.Amelia jogs back to the line of girls.ON CAM He gives Amelia a thumbs up. He drops to his knee and takes some pictures. CUT TO: Practice is over. Amelia is laughing with her friends as they put the lacrosse balls in a bag and pick up the cones. Faith runs up to Amelia. Faith is wearing an SHS sweatshirt and eyeglasses. Together the girls run over to Cam as he puts a new roll of film in his camera. The rest of the team heads back to the gym.Now they are the only ones left on the field.They are unmoved. Cam shakes his head, giving up.Both girls laugh at his ridiculous reaction.Cam chuckles at that.He nods. They both hug him. He hugs them back.They back away from him, waving, then turn and head across the field. He stands, watching them go. They glance back over their shoulders, smile and wave again quickly. He waves mournfully. They quicken their pace. Then he calls out:They stop dead. They whirl around and steam toward him. They are completely enraged.The girls sigh, frustrated. Amelia steps toward him, looking him dead in the eye. She is stern, deliberate.They shake their heads.The girls turn and link arms. They huddle close together and walk away from him as quickly as they can. As they go, Faith glances at her sister with concern. She puts her hand over Amelia's and squeezes it.Tears stream down Amelia's face.ANGLE ON CAM Hands in his pockets, he watches them walk away. Pressed together, in lock-step, they cross the playing fields. Autumn leaves skitter around their feet. They keep walking. They do not turn around. They do not look back. Then, just before they recede from view, they stop and turn. They face him from this great distance. He brightens and holds up his hand. They each hold up a hand. He makes a fist in the air as if to say courage, onward. The girls do the same. The three of them stand like that for a moment. Then Amelia and Faith turn and run in the opposite direction, disappearing into the gymnasium. Cam looks up at the sky. He smiles to himself. He pulls a tam o'shanter with a red pompom from his pocket and puts it on his head. He lights a cigarette and walks toward the river. FADE OUT.:

TITLE OVER BLACK `` Come , ye children , listen to me . I will teach you the fear of the LORD . '' PSALM 34:11 . THE MOJAVE DESERT - DUSK Vast . Barren . No signs of life . A BLOOD RED SUN is sinking behind the distant mountains . The unbearable heat will soon become an unbearable cold . A YOUNG WOMAN 'S VOICE . Solemn . Weary . Determined .And with these words the last trace of sunlight is SNUFFED OUT , leaving us in : DARKNESS . A darkness filled with the sounds of SIRENS , GLASS SHATTERING , SPORADIC GUNFIRE . a CITY FALLING INTO CHAOS . TITLE : `` Los Angeles , December 23rd - 1:02 a.m. '' A BLOOD RED MOON reflected in a greasy puddle of water . Might just be the smog that 's making it that ominous color . Then we notice something moving in the reflection . A dark shape , growing , coming down at us fast . Beat . then WHAM ! TWO BLACK BOOTS land hard in the water . and we 're in :

When I was a little girl, my mother would remind me each night before bed to be sure to open my heart to God, for he was kind, merciful and just. Things changed after my father left a few years later, leaving her to raise me and my brothers alone in a little place out on the edge of the Mojave Desert. She never talked about a kind and merciful God again. Instead she spoke of a prophecy. Of a time when all the world would be covered in darkness and the fate of Mankind would be decided. One night I finally got up the courage to ask my mother why God had changed, why was he mad at his children. `` I do n't know,'' she said, tucking the covers around me, `` I guess he just got tired of all the bullshit.''

A DARK FIGURE in a tattered trench coat tumbles onto the pavement , hands out to slow the impact . A beat then slowly he climbs to his feet , recovering from what seems to have been quite a fall . He has chiseled features , shaved head , deep - set eyes . Looks like he 's been through one hell of a fight . His name , we will come to know , is MICHAEL . He quickly checks out his surroundings , nothing but brick walls above him . Where 'd this guy jump from ? A RUMBLE of thunder . then RAIN starts to hammer down . Seems to motivate him . Michael pulls his overcoat tight around his body and dashes toward the mouth of the alley . He reaches the STREET just in time to see a FLEET OF POLICE CARS tearing around the corner , SIRENS WAILING , heading this way . He reels back into the alley way , ducks down behind a trash dumpster , as the BLUE AND RED LIGHTS of the POLICE CARS whip past . Michael waits for the lights to disappear , then he pulls a MASSIVE ORNATE KNIFE from his jacket . Considers it grimly . Runs his finger along its edge . Blood beads up . Razor sharp . Michael begins to peel off his overcoat , revealing his bare chest underneath . and skin literally covered with DARK TATOOS . Hard to see what they are in this light . As his coat falls to the ground , we DRIFT over to the BRICK WALL behind him where we see MICHAEL 'S SHADOW crouch over , and then . TWO LARGE SHAPES UNFOLD FROM HIS BACK , STRETCHING UP INTO WHAT ARE UNMISTAKABLY . THE SHADOW OF WINGS . The RAIN POUNDS harder , as if punishment from the heavens . The glint of the KNIFE coming down fast . A HORRENDOUS SOUND OF FLESH TEARING AWAY FROM BONE . THE BLOODY KNIFE CLATTERING TO THE PAVEMENT . FOLLOWED BY MICHAEL 'S UNGODLY SCREAM RISING UP FROM THE ALLEY WAY . And then SILENCE . CLOSE ON THE GUTTER , AS BLOOD BEGINS TO FLOW FREELY , MIXING , SWIRLING WITH THE RAIN .

Michael , face tight with pain , trench coat back on , steps out of the alley , stares with determination at a dark storefront across the street . `` GUN & SPORT WORLD ''

Cavernous . A Costco for survivalists . Quiet except for the sound of RAIN , then . SMASH ! Michael drops down through one of the skylights in a shower of glass .

Michael bursts in . Tosses a first - aid kit into the sink . His trench coat falls to the floor and here in the fluorescent light , we get a better look at him . His thin but stunningly well muscled body is TATTOOED shoulder to ankle with INTRICATE WRITING . The man 's flesh is a living book . But the writing is in no language we recognize . He turns his back to the mirror , revealing two HORRIFICALLY OPEN WOUNDS running down between both shoulder blades . FRESH . BLOODY . He threads a needle not with thread , but with FISHING WIRE , and begins to STITCH the wounds closed . BLOOD POOLS on the cement floor around his feet .

Trench coat and a shirt back on , Michael races along the ENDLESS RACKS OF GUNS , searching for just the right weapons , his every movement precise , as if he 's trained his whole life for this . Weapon after ferocious weapon gets tossed into rifle bags . Whatever this guy 's preparing for , it 's big . Rifle bags filled , Michael heads for the exit . Stops cold . The place is locked up tight . Metal gate over the front doors , bars over the windows . How the hell 's he going to get out of here ?

Two COPS , world weary , cruise through downtown . That 's BURTON behind the wheel , ESTEVEZ riding shotgun . The POLICE RADIO is ABUZZ WITH ACTIVITY . Busy night . Burton stares out at the city 's rain soaked denizens with a deep hatred , the shadows looming in doorways , the streetwalkers .Burton does n't even smile . He 's dead fucking serious .He holds his finger up like a pistol . Aims it at the people they pass , picking them off one by one .Now Burton laughs , a dark , mean laugh . Estevez eyes his partner , wary .KABOOM ! Through the WINDSHIELD , we see a storefront EXPLODE just ahead , raining fiery debris onto the squad car . Burton slams on the breaks and the cops look up just in time to see .

Goddamn' animals. Nights like this I wish I could take a match to this city just so I could watch all these motherfuckers burn.

Jesus. You know Burton, I'm so happy we get to share beautiful moments like this. They really brighten my da -

Michael , bulging rifle bags in each hand , stepping brazenly out of the GAPING HOLE he 's blown in the front of the store .Estevez and Burton are already out of the squad car , crouching behind the open doors , GUNS trained on Michael .In the distance , the POP - POP of GUNFIRE . The POLICE RADIO CRACKLES with URGENT CHATTER . MANY VOICES TALKING AT ONCE . `` Shots fired . Code Three . Officer down ! '' The cops shift about nervously , trying to stay focused .The cops shoot a quick , anxious glance at each other - `` what the hell ? '' - then they turn back to Michael .Michael lets the gun bags hit the ground .Michael slowly places his palms on his skull .Michael slowly turns around . Calm . Estevez rushes in to restrain Michael , grabbing his wrist , FINGERS TIGHTENING . Michael closes his eyes , a terrible decision made . And that 's when he moves , a fucking blur ! In an instant Michael 's broken the cop 's arm , spinning him helplessly around , turning him into a human shield . Now it 's Michael who 's in charge , gun to Estevez 's head , facing off with Burton . Burton struggles to find a shot , ca n't .Suddenly Burton starts to SHAKE , the words stuck in his throat like a skipping record .THE STREET LAMPS BEGIN TO FLICKER AND STROBE , adding to the confusion . Burton squeezes his eyes shut in pain , his WHOLE BODY QUAKING , heels CLICKING the pavement , as if some massive pressure were building inside him . And with the horrific sound of CRACKING BONES , BURTON 'S MOUTH BEGINS TO TWIST INTO AN IMPOSSIBLY WIDE SMILE LIKE A BIZARRE CLOWN ! His eyes SNAP OPEN , focused , the force inside him now fully in control . Burton looks at Michael with calm recognition , his voice GUTTURAL . INHUMAN . A man possessed .Estevez looks at his partner with confusion .Michael , however , seems to know exactly who he 's talking to .BLAM ! Burton shoots his partner in the head . Estevez drops , leaving Michael without cover . Burton re - aims , but Michael 's faster , already FIRING back . Bullets rip up the concrete . SMASH ! The squad car window SHATTERS , Burton 's chest EXPLODING ! And down he GOES , leaving Michael the only one left standing . Smoke rising from his gun . With soldier - like efficiency , Michael picks up the rifle bags and begins to load them into the trunk of the squad car . He gets in the car and FLOORS IT , ROARING AWAY , as the FLICKERING STREET LAMPS FINALLY GO OUT IN RAPID SUCCESSION , a wave chasing him , PLUNGING THE ENTIRE CITY INTO DARKNESS . JEEP HANSON -LRB- LATE TEENS -RRB- Bolts awake . Breathing hard . Covered with sweat .

When you fire, you keep your thumb off the slide. Do n't hesitate. Do n't do anything brave. There's no safety.

Alright. There's a safety switch on the side of your gun. Push it all the way down. Two clicks.

Now when this starts, you hold on tight, you hear me? If you do n't, you're going to blow your hand off. Understand?

The first time God lost faith in Man he sent a flood. The second time. he sent what you see outside.

Those things out there are vessels. The Possessed. The weakest willed are the easiest to turn.

None of that matters anymore. Either your child lives or Mankind dies.

If you want to live you'll do what I say. This first attack was a test of our strength. The next one will be a test of our weakness.

We'll keep watch on the roof in shifts of two. Jeep, go get some tools. We need to close up this window before somebody else goes out.

Sometimes we have to face the thing we fear the most in order to be free of it.

We ca n't risk being on the move when the child comes. It's too dangerous.

Charlie, I need you to push. I need you to push as hard as you can.

No. Killing the child would have ended the war before it had begun. Now, at least, he will have a chance to grow up, a chance to lead the world out of darkness.

Each of us has a burden. This one is yours and yours alone. Maybe someday you'll understand what that means.

The Possessed ca n't come near the child, so He sent someone that can. Someone like me.

There was never meant to be a Second Coming. But we've just changed that. The child lives. The future is unwritten. There's still hope.

My path ends here. You are the true protector. You always have been.

I knew he'd send you, Gabriel. You were always so eager to please Him.

Jeep switches on a lamp , illuminating this incredibly cramped bedroom . Not much larger than the bed itself . He 's got shaggy hair , a sensitive face , clearly not big on sunlight .

A couple of ancient SILVERSTREAM TRAILERS are bathed in the eerie blue light of night 's final moments . It looks like the trailers have n't moved from this patch of barren ground in decades . A single strand of colored Christmas lights dot the trailers roof lines , marking the season . One of the trailer doors CREAKS open and Jeep steps wearily out into the cool western morning . Home . Nothing but desert for miles in all directions , save for a two lane HIGHWAY and a weather beaten TRUCK STOP DINER that Jeep and his father will open for business in a few hours . Jeep gazes up to the diner 's slanted roof where a large sign glows like a beacon in the darkness : `` PARADISE FALLS GAS ` N ' GRUB '' A beat as Jeep contemplates the sign .Jeep turns to see CHARLIE , a very pregnant girl of about twenty , standing in the trailer doorway , rubbing the sleep from her eyes . Even with the trailer - trash veneer , she 's strikingly beautiful .She approaches Jeep . Sees the strain in his eyes .He struggles for a moment , nods .A glimmer of a smile crosses Jeep 's face .Jeep turns away , dejected .This is not news Jeep wants to hear .Charlie smiles sadly at him , touched by his sweetness , but this just is n't where she 's at .Jeep nods , tries to hide the fact that he 's dying inside .Charlie kisses him on the cheek and heads back to the trailer . He watches her , longing in his eyes . With the clank of the door , she 's gone . And over Jeep 's troubled look , the perennial holiday cheer of FRANK CAPRA 'S `` IT 'S A WONDERFUL LIFE '' MIXES up .IT 'S A WONDERFUL LIFE PLAYING ON A CRUMMY TV Jimmy Stewart as George Bailey has just met Clarence , his guardian angel - in - training . The signal ROLLS and SNOWS in and out . We hear a WHACK , which causes the image to momentarily improve and then slowly roll back the other way .

Was n't you. He's been kickin' up a storm all night. Must know somethin' I do n't.

It's just stress, Jeep, that's all. You do too much worryin'. About this place. About your dad.

See what I mean? You're worried about a girl eight months pregnant and it is n't even your baby. Now that's enough to give anybody nightmares.

C'mon, I was only kiddin'. You know how much I appreciate everything you and Bob are doing for me, but a month from now, this baby'll have a new family and I'll have to start thinkin' about what the hell I'm doin' with my life.

Jeep, I'm not ready to be a mama. Christ, I can barely take care of myself as it is.

You got ta stop carryin' the weight of the world on your shoulders.

I do n't know whether I like it very much being seen around with an angel without any wings.

Bob'll probably let you use the diner phone if you ask him real nice. And pay ` im somethin'.

Yeah, we got a buttermilk stack for three seventy - five. We also got french toast for four dollars if you're into that. I personally like the pancakes though.

Bob, do you see where am I right now? Can my condition really get any worse? ` Sides, you ai n't one to talk.

Have a seat wherever you want, Ma'am. Specials are on the board.

No, I prefer it that way. I do n't a need a man tellin' me what to do.

We do n't know anything. Nothing's working here. The TV, the radio, the phone.

He brings them here and then he saves us from them? You're a genius, Bob.

Look, this is not possible! I'm just a waitress! I'm nobody! I ca n't give birth to the Savior of Mankind!

You mean besides the fact that I just found out that I'm the mother of the Messiah?

Crazy thing is. I did n't want this baby. I even went down to the clinic, you know that?

I remember sitting there in the waiting room, absolutely sure I was doin' the right thing. And that's when the feeling started. Like I was falling into the deepest, darkest hole imaginable. I could n't breathe, I could n't speak. I kept thinking this must be what death is like. And when finally they called my name, I ran.

For a while after that I tried pretending that it was just cold feet, that I could go back if I wanted to, that I could decide to end it like I'd planned. Then I'd start to have that feeling again and I knew I did n't have a choice. Somehow this had already been decided. And it made me hate this thing that's been growing inside me.

How come you have so much faith in me, Jeep? God knows I've never given you or anybody else a reason to. Or is it that you just ca n't find any other hard - luck case to follow around?

What makes you think I can do that? What makes you think I want to do that? If he's so important, why do n't you take him?

Look, I'm sorry for what I said to you earlier, ` bout you following me around. I did n't mean it.

Found it under a bunch of stuff in the storage shed. I know you never like to throw anything away.

Look, I know it does n't make any sense to you, but it's just something I have to do.

I could try to rebuild it, but it'd take a while, and I do n't think we have all the parts. If we call right now, we might be able to get a new one down here tomorrow morning.

I could n't pull the trigger. I froze. I saw what I needed to do, but I was afraid.

She could've killed you! Or Charlie. She would've killed me if it was n't for.

Wait a minute. Check it out. It's LAPD. What's an LA cop doing way out here?

C'mon, Dad, tell ` em you're sorry. Tell ` em you were only kidding!

You should n't say things like that, Charlie. It is n't right. You'll get through this. I know you will.

You know, you're not the only who's suffered, okay? Let me know when you stop feeling sorry for yourself.

She's never said. I just assumed it was Joe Danvers. You know how she's always had a thing for bad boys.

You were the one who was supposed to kill the baby? That was the order you did n't obey.

Okay, we need to figure out our weapon situation. Hopefully Michael did n't take everything out of the car.

Okay. Okay. Handgun. Shotgun. A a flare gun. And a grenade. Alright.

Audrey, can you figure out how to load that flare gun without killing us all?

Nothin' to be sorry about. It's true. I did follow you around. At least now I know there was a good reason.

BOB HANSEN -LRB- late 40 's -RRB- , owner and proprietor of this fine roadside establishment , attempts to fix the old TV hanging in the corner above the counter by banging the shit out it . The restaurant itself has the kind of grungy diner charm you 'd hope to find in a place last renovated in 1963 . An old plastic Christmas tree strung with flickering lights and tinsel occupies a lonely corner . Next to that , a faded diorama of the NATIVITY SCENE . The kind you might order off the Shopping Network . Bob considers the TV with a frown . He deftly rolls an ENGRAVED SILVER ZIPPO back and forth over the nicotine stained fingers of his right hand . Must be a nervous habit . You can tell just by looking at the man that he 's a beer drinker . Behind the counter , a black man named PERCY WALKER -LRB- 60 's -RRB- is cooking up a storm on the grill with spectacular one - handed dexterity . You do get pretty good at this sort of thing when your other hand has long been replaced by a METAL HOOK . The dog tags around his neck tell the story . His white cook 's hat has been temporarily replaced by a red Santa hat .WHACK !WHACK !The JUKEBOX on the other side of the diner starts up with the MERLE HAGGARD tune `` I 'M A LONESOME FUGITIVE '' . A stunning looking sixteen - year - old GIRL with dyed - black hair and a piercing or three , is leaning seductively over the jukebox , swaying gently to the music . The headband doubling as her mini - skirt reveals her knock - out figure in a way that really does n't leave much up to the imagination . She 's a billboard of rebellion .Watching the scintillating action from a booth across the diner is a conservatively dressed SUBURBAN COUPLE . SANDRA and HOWARD ANDERSON . Fish out of water .The girl who we now know as AUDREY ANDERSON turns to Howard with a caustic smile .And with that she turns back to the jukebox . Percy watches the exchange discreetly from behind the counter . Loving it . Howard turns back to his wife . Rigid smile .Sandra buries her face in her hands .Across the diner , Audrey goes back to swaying dreamily to the music , which is suddenly overtaken by BASS BUMPIN ' HIP - HOP . DRIFTING OVER A VAST EXPANSE OF WESTERN DESERT The noontime sun bakes the strip of highway slicing through this barren country . A BLACK CADILLAC ESCALADE blazes a path . HEAVY BEATS thunder from within .

Lord as my witness, Bob, one of these days that thing's gon na hit you back.

Whaddya talkin' about, Percy? We got a special relationship here.

Audrey, honey? Your mother was wondering if you got dressed this morning with the specific intention of showing your ass off to the entire world?

Yeah, that's cuz I woke up hoping to get double teamed by a couple of meth head truckers in the bathroom of some desert shithole.

I told you to get the satellite TV. But you do n't wan na listen.

There ai n't no radiation comin' from those things. Plus that do n't explain the radio being out too. Some of those stations broadcast over hundreds of miles. Any quake that big and we would a felt it.

Now, son, I'm sure you do n't wan na go spillin' blood for no good reason in front of all these decent people, do ya? Our friend Bob here ai n't worth the trouble it'd cause ya.

So whaddya say ` bout just lettin' ` im go and then you can be on your way? Nice ` n' easy.

Son, I do n't know what bible you been readin', but in my version, the angels are the good guys.

C'mon, Bob. Have you looked outside recently? Those are n't exactly our regular customers out there.

Navy, two tours. But the second one did n't work out so well, so I did n't get to go back for a third. Suppose that makes me lucky in a way. Served with Bob, you know. That's how I ended up in this place.

Your piece. The one you killed grandma with. Do n't reckon it's for huntin' buck.

When I was a kid my father would sit by my bed every night before I'd go to sleep and he'd say to me, Percy, if you do n't wake up tomorrow, if it turns out that today was your last day on earth, would you be proud of what you've done in this life? Cuz if you ai n't, then you better start gettin' square.

It was a gift from my ex - wife, alright? I'm sentimental. I do n't wan na forget how much I hate her guts.

Whaddya workin' on that's so goddamn important you're not doin' your job?

Jeep, I like Charlie. I do. And I think it's real good of you to lend her a helping hand, but she is not your responsibility.

How long you gon na follow her around like a puppy dog? Cleanin' up the messes she makes while she steps out with every guy around here other than you?!

You really think she's gon na stick around here after that baby's born and off her hands?

See that up there? Your mother thought I was crazy for wanting to buy this place, middle of nowhere. But I just knew this was what I was supposed to do. Told your mom, `` just wait.'' Told her when they finally ran the freeway through here like they were plannin' on, this place would be like Grand Central Station.

But I was wrong. The freeway never came and now the only people who ever stop here are the ones who are lost.

Yeah, I can. And I'm sayin' you're about to make the same damn mistake I made, believing in something that's never gon na happen. Or someone.

It's time for you to move on from this place, Jeep. I do n't wan na see you wake up one morning old and pissed off, realizing you're lost just like everybody else who stops here.

Now get to work on that truck. I wan na have these people on the road by nightfall.

You know this was the top - of - the - line model when I bought it.

Hey, Percy, give that old radio of yours a shot. Maybe they got some news about the TV.

Well, for cryin' out loud. There's no use in speculating. I'll just call my brother up in Needles. He must a heard something.

Relax, Mrs. Anderson. Nothing to get excited about. Probably just working on the lines. Sides, I'm sure Jeep'll have your truck fixed up quick as can be, and then you'll be on your way.

I do n't understand how she was still standin' after Percy hit ` er with that goddamn fryin' pan. Broke her fuckin' neck. I saw it. I swear I did.

And did you see that kid's gun? The hell's he doin' with a gun like that?

She's cold as a freakin' ice cube. If I had n't just seen her walk in here, I'd say the old bag's been dead for hours.

Careful. Old lady could have some kind of rabid poodle locked up in there.

Mister, after what we've been through here today, you're lucky we did n't shoot you first and greet you later. Now let me see your teeth.

Sorry about all that, Michael. This old lady just went crazy inside my place here. She had these teeth. Never seen anything like ` em. Practically bit a man in half.

So what are you doin' out here? Got ta say you do n't exactly look like a police officer. Even one from L.A.. Then again, you have to be, right? I mean, who the hell'd be crazy enough to steal a cop car?

Now, I do n't care if this is the second coming of Jesus fucking Christ, I say it's time for you to either get talkin' or get the hell outta here!

Alright, Rambo. You got us up here. Now you mind explaining what the fuck we're fighting?

Right and yesterday I was the fuckin' Easter Bunny. You know, fuck this. I do n't even believe in God.

Well I figure just cuz the world's coming to an end, it does n't mean a man's got ta starve. All I can say is thank heavens they left the gas on.

Jeep, sooner or later she'll realize you're the best thing that's ever happened to her.

If there's a real emergency are n't they supposed to give us some information about what to do?

Nice to meet you, Gladys. I'm Sandra and this is my husband Howard.

We're moving out to Scottsdale. But our truck broke down, and so we're stuck here while it's being fixed.

Say, Gladys, it seems the lines are down around here. The phone and TV, you know? And I just was wondering if you might have heard something on your way up? You know, about what's going on?

What is it? What's happening? Who is this man? Why's he driving a police car?

Never much cared for beer. Howard's the beer drinker in the family.

You heard what he said. They just want the baby. Maybe if we just give it to them, then they'll let us go!

Any news about when our truck might be fixed? You said your boy would have us on the road two hours ago. The rate we're going, we'll be lucky to make it to Scottsdale by Christmas.

Maybe it just hit the relay stations. Are n't those usually in remote areas?

Who the hell do you think you are, lady?! Now, I'd like you to apologize to my -

Dated this guy last summer. A marine. Had a thing for guns. Parents hated him.

They thought a more `` wholesome'' environment would help me `` change my ways.'' So fucked up. Only reason they care at all is cuz they do n't want to be embarrassed in front of their friends at the country club.

What am I supposed to do? Just ` cause I'm a girl does n't mean I automatically know how to do this!

Who's coming? Whaddya mean hurry? This is n't something you can exactly hurry, is it?

Okay, all I got is a flare gun thing. Looks like we got a box of flares to go with it.

The stereo in this rig could shake mountains . KYLE WILLIAMS -LRB- late 20 's -RRB- handsome as hell , thug style . A straight up bad boy . He passes a weathered road sign : `` ENTERING PARADISE FALLS , NEXT SERVICES 50 MILES '' Kyle 's expression says this is not good news . He grabs his cell phone off the passenger seat . No signal .He spots the truck stop diner just up the road ahead .

Tell ya what. You let me have one of yours, and I'll give you two from the new pack you're gon na sell me.

Sonuvabitch. There another phone around here? You know, one that works?

Can I use your phone? My cell does n't get a signal out here and the pay phone outside is busted.

Yo, am I the Invisible motherfuckin' Man here? Do you have a phone or not?

Cuz a father should be able to talk to his son, that's why. Now put ` im on the phone.

Is that my little man? Yeah, well I'm working hard, so that I can be with you. You bein' good?

Do n't look at me like that, lady! I'm tryin' to fuckin' help you! Now put your goddamn hands over the hole before your husband bleeds to death!

Well, I do n't care how long she's been dead, the bitch ai n't stayin' in here with us.

How the fuck am I supposed to know, man? You askin' me to explain the behavior of a motherfuckin' pestilence.

Bitch's got motherfuckin' dead cats in her hoopty! What the fuck is wrong with white people?!

Yeah, it was a real motherfuckin' necessity we figured that out, man.

Now that we're locked in here, what the fuck are we supposed to do?

So what, we're supposed to just hold those things off until Mary over there squeezes one out?

I'm talkin' people whose job it is to give other people a hard time. Kinda person who does n't get enough fiber in their diet, you know what I'm sayin?

Who the fuck are you to be sweatin' me, man? I got my reasons for doin' what I do.

The only time my old man ever paid attention to me was when I was doing somethin' bad. So you know what I did?

It's a trap. They saw them coming and turned on the lights. It's a fucking trap!

The Escalade pulls off the highway and rolls to a stop at the lonely row of old gas pumps . Kyle gets out and surveys the scenery with dismay . Now in the daytime we see this is truly a place time forgot . Attached to the diner is a MECHANIC 'S BAY . Grease stains and rusty car parts litter the ground . Behind the place is the SILVERSTREAM TRAILER we saw Jeep step out of earlier . The only thing here that looks fairly new is the UHAUL TRUCK parked in front of the garage with its hood up . Kyle grabs a crumpled hand drawn map from the front seat and flattens it out on the roof of the car . He spins it around . Which way is north ?He checks his cell phone again . No chance of a signal way out here . So he shuffles around to the side of the diner in search of a pay phone . The good news is that he finds one . The bad news is that it 's been broken for ten years . Leaning next to the broken phone , however , is Charlie wearing a shabby , faded WAITRESS uniform stretched tight around her very pregnant belly . Adding to her perfect mother - to - be look is that cigarette dangling from her lips . The plastic name tag pinned to her chest says `` CHARLIE '' .She eyes him , mildly intrigued , takes a drag .She lets out a long slow exhale .She considers him for a moment , then pulls out a cigarette . Lights it off the end of hers then hands it to him . Kyle takes a drag , pulls out his crumpled map .They both turn to see Jeep behind the diner , wearing mechanic 's coveralls and holding a DUSTY OLD CRIB . Charlie quickly hides her cigarette behind her back . Busted .Jeep nods , uncertain , eyes Kyle another moment , then he shuffles along out of sight . Charlie brings the cigarette back up to her lips . An awkward beat .

The DOOR JINGLES . Charlie and Kyle enter . Audrey 's eyes light up when she sees Kyle . He notices her as well . How could n't he ? She 's directing every ounce of sex appeal she has in his direction . Her parents , on the other hand , shoot a look of utter fear in Kyle 's direction , as if he personified their worst suburban nightmare . Charlie heads to the register . Digs out a fresh pack of smokes from underneath the counter .Bob steps off the chair .In truth there are n't any orders stacking up , but it certainly makes Bob feel better to say it .Bob turns to Kyle . Does n't like what he sees .Bob is about to respond when :Howard approaches , oblivious to the conversation he 's interrupting .Bob 's expression darkens at this news .A GRIMY PIECE OF WOOD A cloth wipes away the dirt , revealing the partial image of an ANGEL carved into the surface .

Jeep is carefully cleaning the old wooden crib on a workbench . There 's an unsettling intensity in his eyes , as if fear itself were driving him .Jeep freezes , knows he 's in trouble He reluctantly turns to see his father standing next to the Anderson 's broken - down Uhual .Jeep stares at the ground . Could n't be anymore uncomfortable .Jeep tries feebly to block his path , fails . Bob looks down at the crib with dismay .Bob considers him , softens .

Jeep walks out toward the gas pumps , but Bob 's right alongside him , not giving up .Jeep stiffens . Turns to his father :Bob gives Jeep a hard stare . Yeah , she is .Jeeps shakes his head , burns .Bob sighs , feels for his boy .Jeep looks up at his father , his words hanging heavily . A tough pill to swallow .Bob walks back into the diner . Jeep is about to turn back to the garage when he notices something off in the distance . Ominous DARK CLOUDS line the horizon to the south like a living wall . He shifts his gaze up the highway to the north . Same thing . DARK CLOUDS are pushing their way over the distant mountains . A storm is coming .

Bob reenters the diner to find Kyle sitting at the counter , digging into a plate of banana pancakes . Kyle is about to address him again , when something else steals Bob 's attention .The TV has gone on the fritz again . Only now the image is mostly snow . Bob climbs back onto the chair . Faces the TV .WHACK ! The image flickers but does n't improve .WHACK !Bob gives the TV one final wallop - WHACK ! And the picture snaps into FOCUS . Only it is n't the picture he was expecting . The STARK GRAPHIC OF THE EMERGENCY BROADCASTING SYSTEM and its accompanying HOLLOW TONE fill the diner . Everybody in the place stops and turns to the TV .That 'd be true , except for the words at the bottom of the screen , which read : `` THIS IS NOT A TEST '' Bob switches the channels . All the same .Bob steps off the chair and backs slowly away from the TV as if a little distance will bring some clarity . He bumps into Kyle .Kyle peels a five dollar bill off a serious WAD OF CASH . That gets Bob 's attention . Bob snaps the money out of his hand .Kyle hustles passed Percy . Charlie is standing by the Anderson 's table , clearing dishes . Everybody 's eyes are locked on the TV .Percy grabs an old battery powered radio off a kitchen shelf . Switches it on . STATIC . He spins the dial until he reaches a clear signal . The same HOLLOW TONE of Emergency Broadcasting . Station after station the same thing . The diner is overwhelmed by a chilling chorus of HOLLOW TONES . Everyone goes very still .

Kyle sits at a messy desk in this dark , wood paneled back office , phone to his ear .Kyle stews a beat , then picks up the phone to redial . Frowns . No dial tone .He keeps trying . Nothing .

Everyone is looking at Howard .Everyone considers that grimly , then :Kyle has reappeared in the diner .Kyle shakes his head , sits down at the counter .

Jeep is buried under the Uhaul 's hood , working at something with a socket wrench . It 's not going well .He pulls himself up . Grease covers his face and hands . The sound of a CAR APPROACHING catches his attention . He watches as a beat up EIGHTIES CUTLASS SUPREME pulls off the highway and rolls to a stop at the pumps . It 's a mystery how anyone could see through the LAYER OF DUST on that windshield . After a moment the car door pops open and the LEGS OF AN ELDERLY WOMAN swing down to the ground , followed by the metal frame and wheels of a walker . The LITTLE OLD LADY gets out of the car , steadies herself on the walker , and then slowly makes her way toward the diner with the rickety frailness of an old turtle . Jeep watches her disappear inside . He then looks toward the horizon again . The WALL OF DARK CLOUDS are growing ever closer .

A JINGLE as the old lady enters . She surveys the scene as if feasting on paradise . Maybe her eyes are n't so good .The old lady settles at a table across from the Andersons . She smiles at them pleasantly . Charlie is about to hand her a menu , when :The old lady turns to the Andersons .A FLY begins to buzz around Gladys 's head . She does n't seem to notice it .Gladys smiles strangely .Sandra nods at the old woman , unsure of what to make of that response . The fly that was circling her head , now lands on GLADYS 'S FACE . It crawls across her cheek without her reacting in the least . Howard and Sandra exchange looks . Creepy . The door JINGLES and Jeep walks in . He heads straight for a quiet huddle with Bob . All the while though , he keeps one eye fixed on the old lady sitting at the table near the Andersons . Something about her .Across the diner , Charlie places a bloody red steak in front of Gladys .Charlie rests a hand on her belly .A fly lands on Gladys 's steak . Charlie tries to wave it away . But another one lands in its place .Gladys starts to dig in to the steak with a real ferociousness you would n't expect from an old lady . More FLIES begin to land on her body . On her food . Charlie is still trying to wave them away .Charlie freezes . The Andersons turn to look as well . Kyle glances over from the counter .Charlie shakes her head at the woman , not giving in .She slaps the check down on the table and walks back toward the kitchen , passing Jeep and Bob .Gladys begins to laugh innocently as she continues to devour her meat . Red juice drips down her chin . The flies are swarming now . How did so many get in here ? Sandra and Howard are mortified at this sudden turn of events .Gladys 's head suddenly whips toward her .Sandra covers her mouth in shock . Everybody in the diner is now focused on the old lady . Howard gets up from the booth .But Howard 's already standing over Gladys .GLADYS LUNGES AT HOWARD AND TAKES A MONSTROUS BITE OUT OF HIS NECK ! SHE PULLS BACK TO REVEAL A MOUTH FILLED WITH TINY RAZOR SHARP TEETH . EVERYBODY FREAKS as Howard crumbles to the floor . Gladys rockets to her feet , knocking her table over . Blood covers her face and chest .Percy is the first to react . From behind the counter , he whips a heavy metal frying pan at Gladys that knocks her head sideways . THWACK ! BONES BREAK AND BURST FROM HER NECK . Impossibly , Gladys is still standing . She lets out an INHUMAN SCREAM and SCRAMBLES ACROSS THE DINER , knocking tables and chairs over in her wake . Bob pulls a shotgun from behind the counter .But Gladys not only moves , SHE SCURRIES RIGHT UP THE FUCKING WALL LIKE SOME KIND OF BIZARRE CRAB ! Bob ca n't believe his eyes . But he gets over it real fast , as the crab lady rushes toward him - ACROSS THE CEILING - UPSIDE DOWN ! BOB PUMPS THE SHOTGUN , trying to take her down , but he ca n't track her fast enough . Instead he blows ENORMOUS HOLES in the ceiling , a rain of plaster . Gladys drops down right in front of Bob .Gladys smiles sweetly before SLAPPING HIM CLEAR ACROSS THE ROOM ! The shotgun clatters to the floor at Jeep 's feet . He snatches it up and aims it at Gladys who turns calmly to face him .Jeep 's about to fire , when the old lady 's EYES GO ALL WHITE .Jeep freezes , stunned by her words , overwhelming fear paralyzing him where he stands .Gladys rockets straight at him ! But Jeep 's too afraid to move . He clamps his eyes shut , bracing himself for the end . BLAM ! BLAM ! BLAM ! A RAIN OF BULLETS RIP INTO GLADYS , taking her down like an animal . Jeep slowly opens his eyes . His gun 's still cocked . Gladys lies dead in a smoldering , bloody heap at his feet . He turns to see Kyle with smoke rising from the barrel of his silver plated WESTERN ARMS 45 . If everyone was n't so shocked , they 'd probably be wondering why this guy is packing such serious heat .Sandra is on the floor with her husband . Blood pours freely from his neck . Kyle stares at the dying man - a moment of hesitation - then he rushes to help .Sandra looks fearfully up at Kyle , at the gun still in his hand .Obeying , she cups her hands over the hole in his neck , desperately trying to stop the flow of blood leaking out between her fingers . Percy scrambles over with a first - aid kit and together he and Kyle get to work on Howard 's neck . A few feet away , Charlie helps Bob , bruised and bleeding , to his feet .Across the diner , Audrey is pushed back into a booth , her knees pulled tightly to her chest , shivering . Her adult facade giving way to that of a frightened child A DROP OF RED HITS AUDREY 'S CHEEK , causing her to look up and see Gladys 's TRAIL OF BLOOD DRIPPING FROM THE CEILING . An ungodly horror .

What a nice young couple you are. What brings you out to these parts?

Oh, do n't worry yourself about that, sweetheart. It'll all be over soon.

Shut up, you stupid fucking cunt! All you do is complain! Complain! Complain!

Kyle , Percy , Sandra and Audrey frantically carry Howard , his neck bandaged , to the back of the Escalade .

Howard lies in the back seat . Sandra by his head , clasping his hands in hers . Audrey by his feet . Percy rides shotgun . Kyle struggles to get the key in the ignition . The engine ROARS to life .

Kyle grips the wheel . Picking up speed .Kyle shoots him a look . Eighty miles ?! Pedal to the floor time . Audrey leans forward from the back seat .Up ahead , the DARK CLOUDS Jeep saw earlier have finally closed in , descending onto the highway like a WALL .She 's right . They 're black . Undulating . BUZZING ! PING ! PING ! PING ! Suddenly HUNDREDS OF TINY BUGS begin to HIT the windshield - SPLAT ! And that 's when they realize it . Those are n't clouds . THEY 'RE FLIES ! The Escalade enters the SWARM . The car is PUMMELED by insects , the windshield instantly covered in BLACK AND RED bug guts . Driving blind ! The sound of FLIES SPLATTERING and BUZZING is deafening ! Everyone SCREAMS as hell surrounds them .

Bob is hunched over the steaming sink , pounding a can of light beer . Jeep is leaning against the wall , looking like he 's about to puke or faint .Bob looks over at Jeep , sees him trembling .But for Jeep it 's not okay . He 's hurting real bad inside .He ca n't get the words out . Bob rests a hand on his boy 's shoulder .Before Jeep can respond , they hear the sound of the front DOOR JINGLE .

Bob and Jeep appear from the back , as Kyle , Percy , Audrey and Sandra carry Howard into the diner , all of them stumbling , gasping for air . Charlie moves in to help . Percy races for the back .Bob 's about to respond when he hears the BUZZING . Bob , Charlie and Jeep slowly approach the windows to see the SOLID UNDULATING BLACK CURTAIN OF FLIES SURROUNDING THE TRUCK STOP 'S PERIMETER A FEW HUNDRED YARDS OUT . Everything in the diner is suddenly cast in DARK RED as the day 's remaining sunlight filters through the swarm . Apocalyptic . No one breathes . A BLACK HAND AND A HOOK TEAR A SHIRT OPEN Revealing a bloody mess of muscles and tendons chewed down to the bone .

Percy and Charlie are tending to Howard . Sandra is holding her husband 's hand , trying to comfort him , while Audrey watches from a distance with grim fascination .Howard writhes as Percy pours alcohol on the wound . Sandra ca n't help but stare at Percy 's hook . Meanwhile across the diner , Bob and Jeep peel back the tablecloth to examine Gladys ' bullet riddled corpse . Kyle stands over them with Bob 's shotgun trained on the body - just in case . Gladys is a real horror show . Bones jut out at obtuse angles from her neck - a result of the blow to her head from Percy 's frying pan .Bob rolls Gladys over , revealing her face - her enlarged mouth filled with dozens of razor sharp baby teeth .

Bob , Kyle and Jeep quickly drag Gladys 's body wrapped in the plastic table cloth a short ways from the diner . They warily eye the curtain of FLIES no more than a hundred yards out .A CLANK and Jeep notices the old lady 's car keys have dropped to the ground .GLADYS ' CUTLASS SUPREME Its windows are completely caked with dust . The men WIPE AWAY a layer of brown from the glass , allowing them to peer inside the car .Jeep slips the key into the driver 's side door . Unlocks it .Jeep slowly swings the door open and that 's when the smell hits them .Bob covers his nose .Kyle opens the passenger door , looks in . Dark , dirty . But nothing unusual .They go around to the BACK OF THE CAR . Jeep slips the key in . The trunk POPS open , revealing a PILE OF DEAD CATS . ROTTING . MAGGOT INFESTED . Bob quickly slams the trunk closed . The guys are reeling with disgust . Kyle 's trying to blow the stench from his nose .They turn to see HEADLIGHTS growing larger in the dim haze . A POLICE CRUISER careens off the highway and skids to a wild stop in front of the diner . Its ENGINE RATTLES as the dust clears around it . No movement can be seen behind its bug splattered windows .Bob and Jeep look over at Kyle .They consider the police car a moment more . See the SHATTERED PASSENGER WINDOW , the BLOOD STAINS .Kyle hands the shotgun over to Bob .

The door of the POLICE CAR OPENS as Charlie races from the diner . The three men see her moving toward the car . Jeep 's face goes slack .The men begin to run toward her . While out of the police car steps . MICHAEL Charlie freezes a few feet from the car when she sees those piercing eyes already familiar to us . Michael looks at her , as if she was exactly who he expected to see . In moments Bob , Kyle and Jeep form a protective shield in front of Charlie . Bob raises the shotgun .A long beat as Michael considers Bob . Icy cold .Michael stares at him blankly .Michael offers up a dangerous smile , revealing a not so well kept but definitely normal set of teeth . Bob and the others ease slightly .Bob lowers the gun .Michael remains silent . Does n't seemed shocked in the least by what he 's heard .Bob chuckles for a moment . When Michael does n't respond in kind , Bob falls silent . Anxious . He slowly raises the shotgun again . Michael sizes up this raggedy group . His gaze drifts over to the loosely wrapped body in front of the diner . The plastic table cloth flaps wildly in the wind . Turning back to Bob :Michael just shakes his head .Michael steps toward Charlie with a sense of purpose , but Bob blocks his path , brandishing the shotgun .In a BLUR OF MOVEMENT , Michael rips the shotgun from Bob 's hands . It all happens so fast that Bob is stunned to find himself holding air . He 's even more stunned to now have the barrel of the gun pressed to the bridge of his nose . Everyone freezes .Michael 's expression is totally calm . Merciless .But Bob ca n't even speak , he 's so scared . He squeezes his eyes closed .Michael 's eyes flit momentarily in Charlie 's direction . Considering her . The diner door opens and Percy steps cautiously out with hand and hook held up to show no threat . He 's followed by Sandra and Audrey . Michael sees them , but offers no indication that he cares .But Michael does n't seem to register this plea . It 's not looking good . No one BREATHES . That 's when Kyle notices something out in the direction of the road . DOZENS OF TINY HEADLIGHTS APPEARING IN THE DARK HAZE . APPROACHING .Michael turns , sees the lights .Michael whips the gun away from Bob 's head and thrusts it back into his hands . Bob 's looks down at the gun , speechless .Michael walks swiftly around to the trunk of the cruiser . Pops it , revealing a staggering ARSENAL OF WEAPONRY . HE BEGINS TO LOAD GUN AFTER GUN . Percy stares out at the lights , eyes wide .Audrey pulls her mother back into the diner . Michael hands an MP5 SUB - MACHINE GUN to Kyle . Another one goes to Percy . Finally he places a third one in Jeep 's hands , who stares down at it anxiously .Michael 's eyes narrow , studying Jeep .Michael pulls out twin MP5s for himself . GLOCK 9s are tucked everywhere they can go . Michael tosses clip belts to the men . Boxes of shotgun shells . The works .He slams the trunk closed and approaches Charlie . He cocks a Glock and hands it to her .He gives her a hard look . She nods nervously . Trusting him but not sure why . Michael marches into the diner . Kyle glances quickly at the others , then he bolts after Michael . Percy follows . Then Charlie . Now it 's only Jeep and his father left .And Bob rushes into the diner . A moment as Jeep looks out toward the road . THE HEADLIGHTS ARE GROWING BRIGHTER . CLOSER . He contemplates the sub - machine gun in his hands .And races after his father . A DEAD BOLT Thrown . Locking the diner door .

Frantic activity . Kyle and Michael push a booth in front of the door , sealing off the entrance . Tables are turned on their sides to form makeshift shields . Window blinds are snap closed . THE BACK OFFICE - CONTINUOUS Jeep races in , locks the back door . Then he pushes a desk in front of it . IN THE DINER - CONTINUOUS The place is transformed . Locked up tight . The ROAR OF ENGINES outside grows ever LOUDER , CLOSER . Sandra huddles on the floor with Howard , his head in her lap . She 's running her hands gently through his hair , trying to keep calm . He opens his eyes . Pale , weak from blood loss .Sandra closes her eyes . Struggling to believe it . Suddenly the ELECTRICITY GOES OUT , dipping the room into DARKNESS . We hear CRIES OF ALARM . TOTAL BLACK . Chaos .A flicker of LIGHT . And then FLASHLIGHT BEAMS CUT THROUGH THE DARKNESS . coming to rest on Michael 's pale face . Michael looks up at the ceiling .

A hatch opens and out comes Michael followed by Bob , Percy and Kyle . They quickly take their places behind the `` Paradise '' sign . Pitch black surrounds them . The RUMBLE OF ENGINES is gone , leaving only the RUSH OF THE WIND coming up off the desert .Bob turns to Michael sharply .Michael is about to answer , when :Over the wind , another sound becomes audible . The delicate chime of a CALLIOPE .The CALLIOPE MUSIC grows louder , the melody more distinct . Now we recognize the song : SANTA CLAUS IS COMING TO TOWN . But instead of filling them with cheer , it fills them with dread .TWO HEADLIGHTS appear in the darkness . And sure enough , an ICE CREAM TRUCK rolls slowly toward the diner . The EERIE CALLIOPE MUSIC emanates from a speaker on its roof . It 's too dark to see who 's behind the wheel .The men quickly do as they 're told .Kyle , Bob shoot quick anxious looks at Percy .

Jeep faces the boarded up front door , awkwardly holding the MP5 , trying to assume a tough guy posture . If only he could stop shaking , it might be believable . Charlie and Audrey peer between the slats covering the windows . The ICE CREAM TRUCK 'S HEADLIGHTS fan across the diner . Audrey and Charlie back away from the windows . Charlie stops next to Jeep . Senses him shaking . Rests a hand on his arm . And that seems to help . a little . Howard smiles weakly at the familiar sound of the CALLIOPE .

The Ice Cream Truck pulls to a stop with its headlights facing the diner . Everyone aims their guns at the truck . Tense . From the Ice Cream Truck . a DARK BLOODY SHOE STEPS to the ground . MOVING up the long grey pant leg spotted with blood stains to reveal a skeletally thin man in tattered coveralls . Say hello to THE ICE CREAM MAN . He looks like he 's been through hell - literally . As he steps into the beams of the headlights we can see him even more clearly . He 's tall . Too tall . His clothes do n't seem to fit him . And he 's unnaturally thin as if he 's been stretched like taffy . If he got down on all fours , you might mistake him for some kind of spider . He surveys the diner , the garage , the roof - assessing the situation . On the roof , the men wait for something to happen .The Ice Cream Man 's gaze snaps up to the roof . He heard .That 's when the Ice Cream Man 's JAW UNHINGES , STRETCHING TORTUROUSLY DOWN TO NEARLY THE MIDDLE OF HIS CHEST ! ROW AFTER ROW OF A RAZOR SHARP TEETH FORM with the sickening sound of CRACKING OF BONES . From his new mouth , the Ice Cream Man lets out an earth shattering HOWL . Everyone except Michael is practically hyperventilating with fear .And the ICE CREAM MAN BOLTS for the diner with STARTLING SPEED ! His movements are n't at all like those of a normal man , but rather like some kind of HUMAN INSECT . Michael aims . BLAM ! BLAM ! BLAM ! Bullets rip into the creature 's body , knocking him flat on his back . Still . Arms and legs in a twisted , twitching mess . Michael keeps his aim . Waits . The CALLIOPE music continues to play .Not even close . A RUMBLING OF ENGINES . HEADLIGHTS . A freeway full of VEHICLES of every variety punch through the wall of dust , racing toward the diner . They are THE COMMUTERS .The men let loose with FEROCIOUS FIREPOWER . WINDSHIELDS SHATTER ! TIRES BLOW OUT ! ENGINES EXPLODE ! Vehicles swerve and COLLIDE ! DARK SHAPES bolt from the burning vehicles , scattering . In the FLASH OF BATTLE we catch glimpses of them : BUSINESS PEOPLE . CONSTRUCTION WORKERS . EVEN AN ENTIRE HIGH SCHOOL FOOTBALL TEAM . All deformed by some demonic force . Many mere BALLS OF FLAME drifting through the darkness .The DARK SHAPES converge on the diner from all directions . They move so strangely fast it seems that their feet do n't actually touch the ground . From the roof it 's a full - on turkey shoot as the men follow Michael 's instructions and cut down everything in sight . Their faces lighting up with each FLASH . SHELL CASINGS spray from their weapons like water drops from a sprinkler . BODIES BURST and crumble to the dirt . The creatures do n't seem to be afraid of dying . Their strategy appears to be in their sheer numbers . With each wave , the dark figures get ever closer to the diner . ON BOB firing madly . Then . CLICK ! CLICK ! Oh , no . He 's out of ammo .Percy tosses him a box of shells . But Bob fumbles the catch and the box slides halfway down the sloped roof .With the gun still in one hand , Bob reaches frantically down for the ammo . Stretching . Further . A HIDEOUSLY WOUNDED MIDDLE - AGED HOUSEWIFE CATAPULTS UP FROM BELOW THE ROOFLINE ! Her hair must have been in curlers before most of it BURNED AWAY . Her nightdress hangs in tatters off her body . Her jaw CLICKS RAPIDLY , as she clatters up at Bob like a GIANT INSECT . Bob tries to pull back , but he has no traction and he starts to slip down toward her . She 's coming fast ! Percy sees his friend in trouble .Bob swings the shotgun like a club - CRACK ! - knocking the bitch clear off the roof . But the move has made his slide even faster . He drops the shotgun , trying to hold on , but he ca n't stop ! BOB IS ABOUT TO HIT THE EDGE WHEN THE HORRID WOMAN POPS UP RIGHT IN FRONT OF HIM ! She does n't even have a chance to react as Bob does something akin to a swimmer 's push right off her body ! WHAM ! The creature goes flying back off the roof and the opposing force halts Bob 's slide .Bob reaches up and clasps Percy 's hook , praying that it stays on . But this chick ai n't finished yet . Up she comes once more . Her razor sharp fingernails claw up the metal roof . SCREECH !Percy tosses Bob a Glock . Fortunately this time Bob deftly catches it with his free hand just as the deranged woman pounces on him .BLAM ! BLAM ! BLAM ! The back of her head EXPLODES . Her body goes limp . Bob struggles to push the corpse off of him .Percy extends his hook hand , helping Bob ascend to safety .

Hiding in the shadows . listening to sounds of WAR just outside . Sandra squeezes her hands over her ears . A few feet away , Audrey clutches a butcher 's knife . Jeep 's eyes darting from one window to another . Trying to keep it together . Charlie is crouched down behind the counter , holding the handgun close to her pregnant belly . Distant EXPLOSIONS rattle the plates on the shelves . Charlie peers out from behind the counter to look at the front windows . Momentary FLASHES of intense light outline the closed blinds . Another FLASH lights up Charlie 's face . Staring .

Percy is swivelling left and right , firing like mad .Closer and closer the creatures come . Most are eviscerated by the fire from the rooftop .

ON CHARLIE staring at the window . CLOSER . Charlie 's eyes go wide as - SMASH ! A DARK SHAPE crashes through the window . Glass , sand and dust swirl in . Audrey and Sandra SCREAM . Charlie springs up from her hiding place , gun ready . Jeep spins around , pointing his gun , searching frantically for the intruder . It 's so dark !Audrey shakes her head , tears streaming down her cheeks . She looks over at her mother . Sandra 's eyes are closed . It 's too much .Suddenly Howard 's body is TORN AWAY from Sandra . Something 's got hold of his legs ! That gets Sandra 's eyes open !Howard screams deliriously as he 's dragged rapidly through the diner toward the broken front window . He flails about , desperately trying to grab a hold of something . Sandra scrambles after her husband . Reaching for him .The creature reaches the window . Sandra dives for Howard 's outstretched hands . She has him ! The creature 's progress is abruptly halted at the shattered window . It turns back toward Sandra - a shaft of light falling across its face , reveals : A TEENAGE GIRL of about Audrey 's age . Her skin is a deathly blue . Her pupils a GHASTLY WHITE . Deep human fingernail scratches have torn open the bloated flesh on her arms , neck and face . The self - inflicted wounds of a drug addict . Her voice is not QUITE HUMAN .Sandra screams , holds on .Charlie and Audrey rush to Sandra 's side , grabbing Howard 's arms . Jeep is right behind them ready to fire at the creature , but with the women in the way , he ca n't get a clear shot . So he discards the gun and grabs Howard 's arms . Howard screams as his body is torturously stretched . A human tug - of - war . ON HOWARD 'S FEET - TWO MORE SETS OF SINEWY MUSCLE AND BONE CLAWS REACH THROUGH THE WINDOW AND GRAB HIS LEGS . Howard 's body lurches further out the window .Howard 's torso is almost entirely out the window . Charlie daringly reaches for Howard 's belt , desperate to gain leverage . ANOTHER DISFIGURED HAND PUNCHES THROUGH THE BLINDS AND LOCKS ONTO CHARLIE 'S ARM ! Charlie screams as she 's yanked painfully toward the window , losing her grip on Howard 's belt . Through the broken window , she sees the face of a RAGGEDY LOOKING MAN . He smiles at her like a father coming home to his baby girl .And he starts to pull her arm even harder . Other creatures suddenly notice her as well , focusing their attack as if she alone was their target . Jeep immediately let 's go of Howard and dives for Charlie , grabbing her free arm just before she 's pulled through . Without the help , Audrey and Sandra ca n't hold on any longer . Howard is ripped from of his family 's hands and out the window .

The tide is turning . The men seem to have gotten their game on and the dark shapes are starting to pull back .Kyle turns happily to Michael . Gone . Kyle looks around the roof with alarm .

Only a few more inches separate Charlie and certain death through the window . Jeep 's losing her ! A FLASH OF STEEL . SCHING ! Charlie and Jeep fall back into the diner , the claw like hands still grasping Charlie 's arm no longer attached to their owners . Michael leaps over her , a butcher 's knife in one hand , a machine gun in the other . He lights up everything in his path . The window blinds become a WALL OF FIRE . Creatures SCREECH and flee into the night , having successfully taken their first victim . Charlie flings the severed appendages off her and she and Jeep scoot away from the window . Hysterical , Sandra tries to push past Michael . She 's going after Howard . He intercepts her before she can make it out .Sandra slaps at him frantically as he carries her away from the window and thrusts her down into a back booth .Sandra breaks down . As Charlie climbs slowly to her feet - a sudden pain . She clutches her belly . Winces . Jeep catches her arm to steady her .She glances back at Michael . He 's watching her . Those eyes .Charlie does n't know how to respond . She 's about to say something when - Kyle rushes into the room . A smile on his face .Then Kyle notices the broken window , takes in the room , his excitement falling .No one responds . Sandra and Audrey are huddled together . Crying . Bob and Percy follow Kyle in , still shaking from the adrenaline .Bob grabs Kyle 's arm .All eyes on Michael . These people want answers . Finally :Everyone takes that in for a moment , then :That silences the room .Michael looks squarely at Percy .Michael considers Jeep , then :Bob stares at Michael , uncertain how to respond to that .Bob falls silent , confounded . Audrey hesitantly approaches Michael .Charlie reacts in shock , as all eyes are suddenly on her .In response to that , Charlie does the only thing someone can do when told such a thing . She LAUGHS .But Michael is n't joking and Charlie 's laughter becomes genuine fear .Jeep stares at Charlie , as if suddenly his entire life is starting to make sense .At this Charlie goes white , the realization hitting her .Michael nods . Charlie sways on her feet . Jeep rests a hand on her shoulder , steadying her . With a CLANK Michael re - arms his weapon , turns to the group with finality .Everyone exchanges terrified looks . Finally , Kyle steps forward .Jeep looks anxiously at Charlie , silent , scared , and then he follows after Michael , leaving Charlie to stare at the SHATTERED WINDOW , the blinds flipping wildly in the wind .

Percy and Kyle keep watch , rifles at their sides . They 're wrapped up from head to toe in blankets to protect them from the cold and the flies . Percy scans the horizon . Momentary SPECTRAL FLASHES dot the darkness .Percy makes the unconscious motion of rubbing his `` hands '' together to keep them warm . Kyle notices . Sees the dog tags .Kyle nods . Scared . He takes out his 45 . Nervously switches it from hand to hand .Percy looks at him skeptically .Kyle 's eyes narrow .Percy just stares at him , penetrating . Finally :Kyle looks at Percy , fear in his eyes , then he turns back to the darkness . and the evil that surrounds them . THE SILVER ZIPPO rolls between dirty fingers .

Bob plays with his trusty zippo with one hand and grills up some steaks with the other . He pauses in his cooking every few moments to take a slug from a can of beer . Ca n't get it down fast enough . Sandra sits at the counter across from him , staring at a prescription bottle tipped in front of her , pills spread around . Bob glances over , sees the devastation in her eyes . He pulls another can of beer from underneath the counter , pops it and places it in front of her .She looks up at him . Smiles weakly . Takes a sip .Sandra takes another sip of beer . Considers it .The moment the words leave her mouth , the grief hits her again . She gathers up some pills from the counter , tosses them back and downs her beer like there 's no tomorrow . This is a battle she 's losing . Meanwhile in a booth across the diner , Audrey is fiddling with Percy 's old radio . Back and forth on the dial . Listening for anything . Nothing but STATIC . Up at the front of the diner , Jeep silently helps Michael nail broken table planks across the shattered window . He eyes the strange tatoos running down Michael 's arms , the two jagged wounds visible above his shirt line .Michael considers the question a beat , then :Michael drives the last nail into place , securing the window .Michael pauses a beat , as if unsure how much to say , then :Michael picks up his gun .Michael heads for the roof , leaving Jeep to stare after him , deep in thought .

The faintest glint of sunlight through the dark red dusty haze . A new day has forced itself into existence . TITLE : `` December 24th - 6:05 am ''

Michael is searching the horizon in front of the diner for movement . His expression focused , determined . On the other side of the roof , Bob keeps watch , struggling to stay awake . The beer taking over . His eyes droop closed .

Sandra awakens with a start .But Howard 's not there . And everyone else in the diner is still asleep . The drugs have started to wear off . and her fear is returning .

Sandra splashes water on her face . Stares at herself in the mirror . A living wreck .

Sandra steps out of the bathroom .Sandra freezes .A beat then :Sandra spins around . Searching .It sure sounded like Howard .This time , it 's clear where the voice is coming from . Sandra turns to face the BACK DOOR . A desk blocks it . Sandra ever so slowly approaches the door .Sandra is stricken . What the hell is she going to do ? That 's when Sandra notices the TRANSOM WINDOW above the door . She climbs onto the desk and stretches up until she can see out . SANDRA 'S POV : Howard . Her husband . Ten feet away from the door . NAILED TO AN UPSIDE - DOWN CROSS . But wait . It gets worse . His skin is covered with horrible black boils . And even worse than that . Howard 's boils are breathing . Sandra goes slack with horror .Howard 's torn open shirt reveals the BREATHING PUSTULES covering his body . He writhes in slow , excruciating agony .Sandra scrambles down off the desk and frantically pushes it away from the door . She 's reaching for the dead bolt when Audrey and Kyle appear in the doorway .Kyle races to restrain Sandra .She struggles against him , throwing a wild elbow that tags Kyle in the face . Down he goes . Sandra is about to open the door when Audrey pounces on her .

The SHOUTING from the back office awakens the rest of the sleepers . Percy springs up . Charlie is shaking Jeep .

The ROAR OF WIND ripping off the plain is all that can be heard . ON BOB as his head drops down with drunken fatigue . Sleep . RISING OVER HIM TO SEE . Howard nailed to the upside - down cross below .

Sandra and Audrey are locked in battle . Sandra slaps Audrey hard . Audrey stumbles over Kyle and hits the floor . Percy appears in the doorway . Now is her last chance . Sandra whips open the back door and that 's when the world hits SLOW MOTION . Howard is there . A few feet away . Alive . Sandra races toward him . Just behind her comes Percy .And that 's when the speed ACCELERATES TO NORMAL - - and the boils covering Howard 's body explode - spraying streams of dark fluid toward Sandra - - just at the moment Percy spins around her , shielding her from the spray , which hits him in the back . But he 's not stopping . Percy pushes Sandra back into the diner , the door SLAMMING closed behind them . Percy releases Sandra , letting her stumble hysterically into the room . Kyle and Jeep grab her , forcing her to the ground . But she 's not fighting anymore . Charlie turns to look at Percy who is still standing with his back to the door , breathing heavily .He takes a step forward , then falls to ground . The entire back side of his body is gone . Burned away . A SHEET covering a body .

Percy 's body lies covered on the table . Bob stares ruefully at his dead friend . A broken man . Tears stream down his face . He rolls the Zippo between his fingers . Jeep watches his father from the doorway .Jeep nods , quietly leaves his father at the side of his dead friend . SANDRA 'S FACE Catatonic .

Michael and Bob are tying Sandra to a chair . Not like it looks like she 's capable of going anywhere , but you never know . Across the diner , Charlie eyes Michael cautiously . Michael never goes for more than a few moments without looking up at her . It 's not lecherous . More like a protective father making sure his child has n't strayed too far . In a booth , Audrey watches , red - eyed , as Michael restrains her mother . Then she returns her attention to Percy 's radio . Tuning . Trying to find something , anything in the STATIC . She brings her ear up close . Wait . Is that a VOICE ? She adjusts the antenna , trying to bring the signal into focus . CLEARER .CLEARER . Yes . It 's a VOICE !Everyone drops what they 're doing and quickly gathers around the radio . THROUGH THE HAZE OF STATIC , A GRAVELY , TIRED VOICE . STRAINED BEYOND BELIEF . BUT STILL BROADCASTING .Bob looks over at Charlie , defeated . She shakes her head , anger building . She sweeps some plates off the counter and races for the bathroom .A CIGARETTE being lit .

battling has been fierce. The numbers of casualties are unknown but all indications are that they must be unimaginably large.

If you're just joining us, we're getting some of the first bits of good news, if you can call it that, since this apocalypse began just twenty - four ago. A human militia has formed on the outskirts of Las Vegas and has begun to engage the enemy. Also down in the Four Corners area, we've been receiving unconfirmed reports of another resistance force gathering in Red Rock National in the northern Mojave Desert area.

And as we fight this new enemy, may God give us the strength to survive and show mercy for those of us who are already lost.

Charlie stands at the sink , cigarette to her lips , water running , stealing a private moment . She takes a deep drag , feels the smoke filling her lungs , defiant . Then she catches a look at herself in the mirror , runs her hand along the curvature of her belly . Tears well up in her eyes , fear and anger overtaking her . She stamps out the cigarette in a fit of frustration .

It 's quiet . DRIFTING past sleeping figures to find Charlie , wide - awake , sitting at a booth , lost in thought .Charlie looks up to see Jeep sit down across from her .Jeep sees the strain on her face .Jeep smiles , nods .A long beat , as Jeep considers her , then :She turns to him , the bitterness overtaking her :Jeep 's face hardens . He gets up . Hurt . Frustrated .And with that , Jeep walks away , leaving Charlie to stare after him , disturbed and surprised by his response .

Sand and wind . The INVISIBLE SUN is sinking . Kyle and Audrey are bundled together on the roof , keeping watch . Kyle is showing her how to hold the MP5 .Audrey flips the safety .She points the gun out into the haze like she 's been holding one all her life . Off Kyle 's surprised look :After a moment , Audrey switches the safety back on . Hands the gun over to Kyle . Audrey stares into the red nothingness surrounding them . Her expression growing distant . She seems to have aged years overnight .Kyle considers her thoughtfully .She smiles at this confession . Can obviously relate . He wipes a tear from her cheek . She leans in . Kisses him . Passionately . Desperately . His hands trace over her body . She claws at him . Her passion growing out of control . She 's practically devouring him . Kyle can barely keep up . It 's like something else beyond sensual need has taken over . She moves down his chest . Further . Kyle leans his head back . Further . Just then the SPOT LIGHTS that illuminate the roof sign come to life . The young couple stops to look up at the brilliant red word `` Paradise '' illuminated above them . Down below , the gas pumps LIGHT UP . The station 's FLUORESCENTS flicker on .

All at once the entire diner COMES BACK TO LIFE . The jukebox WHIRS ON , filling the room with Merle Haggard 's `` I 'm a Lonesome Fugitive '' . Bob 's TV glows with bright rolling STATIC . The electric fan spins on above the grill . Jeep and Michael move to look through the slats at the window . Charlie is giving Sandra some water through a straw . Bob wanders in , squinting at the sudden presence of light .

The truck stop is lit up like a Christmas tree . If you did n't know better , you might mistake the place for business as usual . Kyle and Audrey stand on the roof , taking in the dramatic change .HEADLIGHTS appear on the highway .Kyle stares at Audrey 's beautiful , determined face . Then he pulls out his silver 45 .The headlights become a FAMILY MINIVAN careening wildly off the highway to stop at the pumps .They aim their weapons at the vehicle . A well dressed MAN in his mid - thirties jumps out of the car . He looks around nervously , scared . Then , seeing that the coast is clear , he offers a calming wave to his WIFE and YOUNG BOY who wait anxiously for him inside the car . He races around to the gas pump .A distant SCREECH from behind . Kyle and Audrey spin to look out over the back side of the diner . AN ARMY OF DARK SHAPES are swarming in fast . Kyle looks urgently back at the family . The father lifts the pump . Flips the lever .Kyle and Audrey wave their arms frantically at the family .But down below , the man can only hear the sound of RAGING WIND as he pumps the gas . Kyle fires his gun in the air . BLAM ! BLAM ! BLAM ! At the sound of gunfire , the man looks quickly up to the roof . His family heard it too and they start to SCREAM TO HIM . The man can only see silhouettes in this light , but he 's not waiting around to see if it 's friend or foe . Audrey watches in horror as the dark shapes reach the diner .The father dashes to the driver 's side . He throws open the door . But he 's too late . He looks over his shoulder just in time to see a BLUR OF MOVEMENT RUSHING AT HIM . His BLOOD PAINTS the car windows . Kyle raises his MP5 to fire upon the dark shapes that surround the vehicle like swarming insects . The wife and boy scream hysterically as they are torn from the vehicle by skeletal hands .So Kyle makes a desperately courageous play . He leaps onto the roof 's sloped overhang - sliding fast - he drops to the ground in front of the diner .Kyle charges the dark mob . Creatures peel away from the woman and boy to confront Kyle head - on . He lets loose with a rain of bullets , eviscerating everything that comes at him .

The group gathered at the window sees Kyle racing out toward the pumps .Bob springs into action . Pushes the booth away from the front door . The sound of a gun COCKING . Bob looks over to see Michael pointing a gun at his head .

The Possessed move in from all sides , but Kyle is remarkably agile , dropping one after another in a stunning display . He closes in on the family , blasting back the creatures huddled around them . He finds the YOUNG BOY curled up with his hands protectively covering his face . Kyle swoops down and gathers the boy into his arms .Kyle moves on to the mother . But something odd is happening . The creatures have stopped coming at him . In fact , they 're just standing there watching him . Waiting . Kyle freezes . CLOSE ON HIM as he senses something terribly wrong .Kyle looks over at the boy in his arms . GHOSTLY WHITE EYES stare back at him .A FLASH OF TEETH AS KYLE 'S THROAT IS TORN OUT . Kyle drops to his knees . Up on the roof , Audrey watches helplessly as Kyle falls .

Bob kicks over a table in disgust .Out the window they see Audrey drop down from the roof and run towards Kyle .

The young boy stands over Kyle , silently watching the life drain from his body . The boy looks up to see Audrey approaching fast . Tears suddenly appear in his eyes . He opens his arms pleadingly to her .Audrey raises the 45 and . CLICK . CLICK . CLICK . She keeps pulling the trigger . Nothing . The boy 's tears stop instantly . He looks at her with an eerie calm for someone so young .The boy moves toward Audrey , stepping over Kyle 's body . Audrey backs away . She looks toward the entrance to the diner . Blocked by advancing creatures . They 're everywhere . She 's trapped . She notices the open door to the MINIVAN . And so she BOLTS . Audrey dives into the car as the throng of creatures rapidly closes in . She hammers the auto door lock . CLUNK ! She moves to the center of the car as gruesome faces press against the windows . A nightmare come to life .

Panic . Charlie rushes to Michael 's side .But he 's immovable .Charlie COCKS the gun , moves toward the door .Charlie looks back at him , defiant . No one breathes . Then :Bob springs into action , clearing the door and flipping the dead bolt . The door is opened and Michael charges passed Charlie and out into hell .

With stunning calm , Michael marches straight for the pumps . IN THE MINIVAN , Audrey screams as the windows begin to CRACK . She 's running out of time . Michael grabs a gas pump , flips the lever and points it at the minivan . What 's he up to ? The creatures covering the car turn to look at Michael as if they 've just now noticed him . And that 's when he starts spraying gas at them . But wait , there 's more to this trick . Up comes Michael 's Glock in his other hand and BLAM ! BLAM ! BLAM ! The spray of gas EXPLODES into a SPRAY OF FIRE ! The MINIVAN is engulfed in flames . Creatures tear away from the car like fiery comets through the night . The windows EXPLODE , showering Audrey with tiny shards of glass . Michael drops the gas pump . He reaches through a fire rimmed broken car window and unlocks the door . Audrey looks up to see Michael 's expressionless face CIRCLED BY A RING OF FIRE .Meanwhile , fire is spreading quickly under the car . Michael pulls Audrey from the flaming vehicle .And together they run toward the open diner door . BEHIND THEM THE MINIVAN EXPLODES . A BALL OF FIRE ROARS AT THEM !

Everyone 's eyes go wide at the insanity they 're witnessing . Audrey is the first one in . Michael is almost there . But the fire is faster , ENGULFING HIM IN FLAME !BURSTING OUT OF THE FLAMES , Michael marches confidently into the diner . Jeep slams the door CLOSED just as the WALL OF FIRE REACHES THEM . Everyone hits the deck as the FIRE SHOOTS THROUGH THE SLATS covering the windows like spindly fingers reaching for prey . Michael 's clothes are a smoky , smoldering mess . Jeep and Bob rush to pat him down . Audrey 's coughing from the smoke .Charlie dashes behind the counter to the sink . She fills up a pitcher of water . She turns away from the sink with the filled pitcher . And SCREAMS ! The YOUNG BOY with the lifeless white eyes stands before her wielding an ENORMOUS BUTCHER 'S KNIFE . The pitcher shatters LOUDLY on the floor . The boy swings the knife at her , slicing open the waitress outfit covering her pregnant belly . Charlie tumbles back to the ground behind the counter . She frantically pushes herself away from the approaching boy . But she does n't have far to go before she 'll run out of room to maneuver .That 's it . She 's backed against the end of the counter ! The boy raises the knife to strike . Charlie grabs a baking pan off a shelf . Swings it out in front of her body like a shield , as the KNIFE IS DRIVEN DOWN . CLANG ! The knife hits the pan hard and stops . But the boy 's hands do n't . They slip off the handle and run right down the blade . The knife CLATTERS to the ground . The boy instinctively raises his hands to strike again , but there 's no knife . Charlie watches in horror as the boy calmly realizes that his THUMBS ARE MISSING . Blood sprays from the stumps . Charlie pulls her legs in close then rockets them out at the boy 's chest . He 's catapulted away from her . Michael leaps over the counter , landing in front of Charlie , guns ready for action . But the boy is gone .Charlie shakes her head no .That 's when the electricity goes out once again , PLUNGING THE DINER BACK INTO DARKNESS .FLASHLIGHT BEAMS fan out across the diner . LIGHTING under chairs . Under tables .A SCAMPERING SOUND . MOVING FAST . Everybody spins to track the location of the sound . As soon as they move in one direction , the SCAMPERING is heard in another . Jeep 's LIGHT CATCHES SOMETHING ON THE GROUND . A TRAIL OF BLOOD .THE BEAMS OF LIGHT JOIN TOGETHER , MOVING FAST TO TRACK THE BLOOD ACROSS THE DINER WHERE IT ENDS AT . A WALL . Jeep raises his LIGHT UP THE WALL WHERE THE TRAIL OF BLOOD REACHES THE CEILING AND . STOPS .SCREECH ! THE BLOODY BOY SPRINGS OFF A TABLE BEHIND THEM AND LANDS ON BOB 'S BACK . Bob flails around trying to pull the boy 's small , but deadly strong arms away from his neck .Jeep ca n't get a clear shot . Bob 's gasping for air . Michael grabs the boy and fiercely rips him off of Bob 's back . He swings the boy around like a living shot put .Jeep and Bob whip up their guns as Michael throws the wicked creature into the air . Sandra 's vacant face flickers in the light as the SOUND OF GUNFIRE AND INHUMAN SCREAMING fill the diner . And then in moments . All is QUIET . BEHIND THE COUNTER , Audrey helps Charlie to her feet . She WINCES . Doubles over , clutching her stomach .Michael lowers his flashlight . CLEAR FLUID runs down Charlie 's legs .

Inky darkness . A flickering light emanates from within the diner . TITLE : `` December 25th - 3:33 am '' The sound of CHARLIE 'S SCREAM , carries us to :

Charlie , drenched in sweat is writhing on the ground with Michael holding down her arms and Audrey kneeling between her legs . Pots of steaming water surround them .

Bob and Jeep keep watch . The SPECTRAL LIGHTS in the distance seem to be growing larger - closer . Charlie 's SCREAMING rises up from below .Bob hears the spite in Jeep 's voice .Jeep considers Bob with a smile , then comes the sound . A DEEP , LONG , BODY RUMBLING TONE rising up off the plain , as if emanating from the largest HORN ever constructed .The SPECTRAL LIGHTS dot the landscape now with untold numbers .

Michael reacts to the sound . An urgency comes over him . Audrey arrives with more steaming water .Charlie pushes , tears streaming down her face , delirious with pain . It 's a gruesome , bloody affair . It 's getting close .

Jeep and Bob watch helplessly as the ARMY OF CREATURES has closed within a hundred yards of the diner . Their ranks stretch back seemingly without end into the darkness .Bob looks at his son . The agony stretched across his face .Jeep rests a comforting hand on his father 's shoulder . Bob pulls his son close and hugs him with all his might , tears filling his eyes .

Amidst the dirt and darkness , Charlie lets out a final agonizing SCREAM . and then comes a BABY 'S CRIES . Audrey , eyes wide , holds up the CHILD . Stunned . Elated .Audrey places the child in Charlie 's arms . She stares at the baby , holding it at a distance , unsure of whether to embrace it or be terrified by it . A commitment she 's not yet ready to make , even at this late hour .Charlie looks to Audrey , tears streaming down her face .Audrey looks to Michael , unsure .Audrey nods , takes the baby back from Charlie , tries to soothe him by pacing around the diner .Another DRONE OF THE HORN RATTLES THE WALLS . Menacing . Closer . Audrey reacts , crosses to the counter , turns on the radio , trying to drown out the sound of the approaching menace . Out of the STATIC , the haunting sounds of BING CROSBY singing SILENT NIGHT fills the room . The quiet before the storm . Michael helps Charlie quickly clean herself up . She stares at him , a burning spite in her eyes .Those words provide her little comfort .Charlie shakes her head , this is all too much .Off Charlie 's look , we move across the diner where Audrey approaches her mother , kneels down in front of her . Despite how much her mother pisses her off , it breaks her heart to see her in such a demoralized state .If Sandra hears her daughter , it does n't show in her face . Tears well up in Audrey 's eyes as she moves away from her mother . But we HOLD here and . DRIFT DOWN BEHIND THE CHAIR TO REVEAL Sandra 's hands are loosening the bonds . BLOOD TRICKLES from where the rope 's cut through her skin .

DRIFTING THROUGH the dark shapes as the BABY 'S CRIES reverberate up and down the ranks . They begin to look about frantically , agitated by the sound . Some even begin to back away from the diner .

Off in the distance , the diner is but a dim flickering light above the plain . It could almost be mistaken for a stable in a desert town a long time ago . THREE STARS burn bright and low in the black sky . All around us the DARK CREATURES are cowering from sound of the CRYING INFANT whose wails seem to grow even LOUDER the further away from the diner we get . HIGH ABOVE THE TRUCK STOP In the darkness below we see the lights of the legions of creatures dot the landscape and at the center of it all , the truck stop . The sound of WINGS BEATING AGAINST THE WIND . AND WE 'RE DRIFTING DOWN TOWARD THE DINER ENTRANCE . LIKE A BIRD CIRCLING ITS PREY .

Jeep and Bob enter the diner to see Michael helping Charlie to her feet , while Audrey continues to pace , the bundle of bloody blankets cradled in her arms .ON JEEP as the realization hits him .Michael looks at Jeep .Michael nods grimly . Charlie looks urgently at Michael .The baby CRIES LOUDER .Charlie , shaken by this revelation , reaches out to Audrey .Audrey moves to hand over the baby to Charlie . AND THAT 'S WHEN SANDRA SPRINGS OUT OF HER CHAIR AND SNATCHES THE BABY FROM AUDREY 'S ARMS ! Sandra backs away from them , moving toward the front door . Hers is the face of madness .Michael cocks his gun . Points it at Sandra . THE HORN BLARES ONCE MORE , DEAFENING , SHAKING EVERYTHING IN THE DINER . IT 'S RIGHT OUTSIDE THE DOOR . Charlie squares off with Sandra , panic in her eyes .Charlie stares at her in horror , the truth of those words rattling her to the very core .Sandra is almost to the front door .CRASH ! THE DOOR IS TORN OFF ITS HINGES . A brilliant SPECTRAL LIGHT pours into the diner . Sandra is blinded . She raises a hand to block the light . And that 's when Michael fires . BLAM ! Sandra staggers back , blood dripping from the hole in her forehead , and . THE BABY GOES FLYING OUT OF HER HANDS ! Charlie screams and the WORLD MOVES INTO SLOW MOTION . And everything suddenly goes very QUIET . Michael fires again . Blowing Sandra 's body back through the doorway . Jeep watches the baby sail SLOWLY through the air . The time for Jeep to act is now ! Jeep DIVES for the baby . catching the bundle of rags mere inches from the ground ! And then he looks up to see . The dark SILHOUETTE OF A MAN approaching from out of the spectral light . A MAN WITH WINGS . Jeep 's eyes grow wide as the FIERCE ANGEL steps into the diner . But this looks like no angel we 've seen before . This is a creature built for war . Rough hewn , battle scarred . His body armor making him appear disturbingly insect like . His wings are not feathery or gentle . Rather they are hard , mechanical , an organic machine . The angel 's wings retract with clockwork - like precision . And now that we see the his face clearly , we notice his striking resemblance to Michael . We might even mistake them for brothers . His name is GABRIEL . Gabriel raises a massive , ferocious , strangely mechanical looking MACE in his powerful hands . And the world returns to NORMAL SPEED as Gabriel brings the mace arcing down at Jeep . Jeep rolls ! CLANG ! The weapon just misses him , hitting the floor in a spray of sparks , literally CRACKING THE GROUND . Gabriel brings the mace up again . Jeep wo n't be so lucky twice .Bob charges at the creature , sub - machine gun blazing . Gabriel reacts by instantly UNFOLDING HIS WINGS and launching himself into the air . The bullets clawing up the wall behind him . But Bob 's heroic move has given Jeep time to get up and run with the baby for the back of the diner . He thrusts the child into Charlie 's hands . And without even thinking , she pulls the child protectively to her chest . Gabriel drops down in front of Bob , whipping his wings around like a deadly , RAZOR SHARP FAN ! Bob stops firing , a look of surprise stretches over his face . His gun falling from his hands . Blood begins to pour out of the slice across his belly .With a sweep of his hand , Gabriel sends Bob flying across the diner where he crashes down behind the counter near the stove . Michael GRABS JEEP 'S HAND before the boy can rush back into the fray .Jeep shakes his head , panic setting in .Michael lets go of Jeep 's hand and turns away to face Gabriel , leaving Jeep to contemplate those final words .And that 's when Jeep opens his hand to find the KEYS to Michael 's Police Cruiser . Jeep looks up from the keys to see Charlie , Audrey and the baby . The responsibility crashing in on him . Then he closes his hand around the keys , determination building .Charlie looks past Jeep to see Michael returning to the fray .He pulls Charlie past the counter toward the back office . Jeep stops when he sees his father 's broken body lying on the ground by the stove in a pool of his own blood . Bob 's half open eyes focus on his son . In his outstretched hand is that goddamn ZIPPO LIGHTER . and next to that , a BROKEN GAS PIPE leading to the stove . Jeep is terrified .Jeep tries to help him up .Bob smiles weakly at his son and says simply :And so Jeep , fighting back tears , does what his father says .

Audrey and Jeep push the desk away from the door . Charlie opens it . Sand swirls in around her . And Jeep leads the trio out the door .

Michael and Gabriel square off in the diner , not like enemies , but like brothers on opposite sides of a terrible family conflict .Michael slowly approaches Gabriel .Gabriel hesitates , doubt clouding his face . This was not what he was expecting .A beat , then Gabriel 's expression hardens .He pulls back from Michael , raising the mace - SCHING ! - LONG DEADLY SHARP SPIKES BURSTS FROM ALL ITS SIDES . as if it was n't bad - ass enough . And the fight begins . It 's mace against machine gun and strangely enough , it seems under Gabriel 's deft control , the mace is the vastly superior weapon . With the aid of his wings , Gabriel moves with staggering speed , defying gravity to avoid the rain of bullets . The place is getting absolutely shot to hell . Michael leaps from table top to table top as Gabriel brings the mace brutally down - splintering everything it touches . Michael leaps onto the last unbroken table top - spins to fire . Gabriel pushes into the air , jabbing a spike straight into the barrel of Michael 's MP5 . The gun explodes in Michael 's hands , sending him rocketing backwards where he lands on the counter . Gabriel swoops in fast . Michael kicks him in the chest , sending him fluttering back . Michael thrusts himself to his feet . Gabriel recovers , jabs again . Michael grabs a hold of Bob 's ceiling mounted TV for support and lifts his body just above the deadly spike . Michael kicks Gabriel in the head , momentarily stunning him . Michael dives at Gabriel , landing an awesome flurry of punches . Gabriel is rattled back by the assault . He clumsily lifts his mace and thrusts with it . Michael narrowly evades the razor point , which drives into a wall . Michael smashes down on Gabriel 's wrist , CRACKING the bones . A swift kick to the chest and Gabriel is thrust crashing back , losing his grip on the weapon . Michael takes a running leap onto Gabriel 's back . Gabriel launches wildly into the air , trying to throw Michael off . They hit the ceiling , but Michael hangs on . Choking the life out of Gabriel .

Yours is a fool's sacrifice. You can help them sneak out the back door, but they wo n't escape.

You always wanted to live like one of them. Now you'll know how it feels to die like one of them.

So brave. So pointless. You should have worried more about saving yourself.

`` And as the child's cries are extinguished, an eternal darkness at last descended upon the world.''

Audrey and Jeep help Charlie quickly move around the side of the diner where the cruiser is parked . They are buffeted by winds and sand . Jeep puts Charlie and the baby into the front passenger seat while Audrey hustles in back . Jeep rounds to the driver 's side . Hops in .

Jeep frantically tries to get the right key into the ignition . It 's in . Jeep turns the key but the ENGINE STRUGGLES TO FIRE UP . Panic .Jeep gives it some gas , but the ENGINE 'S NOT CATCHING . A DARK SHAPE POUNCES ONTO THE HOOD OF THE CAR . The light catches it , revealing the disfigured face and beard of a SHOPPING MALL SANTA CLAUS , his oversized belly gruesomely distended . Charlie screams .Jeep pumps the gas and the ENGINE BURSTS TO LIFE ! The creature 's about to punch a fist through the glassJeep floors it , causing the cruiser to rocket backwards toward the highway . BUT THE CREATURE HANGS ON ! Jeep pulls the wheel hard and the cruiser whips around a full 180 onto the road . THE CREATURE SHOOTS OFF THE CAR AND HITS THE ASPHALT . Jeep throws it in drive just as the POSSESSED SANTA rises from the pavement . Pedal to the metal . The creature does n't have a chance as the cruiser PLOWS into him . BONES CRUNCH as a flash of red and white is sent sailing over the car and tumbling down onto the road behind them in a cloud of dust . Jeep clenches the wheel , pedal to the floor .Jeep places his Glock on the dash . He sees that he 's got a police issue shotgun in the front seat rack . Charlie searches under her seat . Pulls out a . GRENADE .Charlie places it onto the seat . Audrey fishes around in the backseat .Audrey anxiously sets about loading the flare gun .

Gabriel flies into a wall in an attempt to crush Michael . He fails that but succeeds in leaving a massive dent . Gabriel runs/flies for the opposite wall . This one does n't hold and the two enemies crash through it into the bathroom . Unbelievably Michael is still holding on . Gabriel is up . He thrusts himself back into the bathroom mirror . It shatters painfully behind Michael . Gabriel rages out of the bathroom and into the diner . Michael continues to ride him like a wild bull . Gabriel slams Michael into a wall once more . It 's a brutal struggle . Gabriel spots his mace sticking out of the wall within arms reach . He grabs it , holding it futilely in front of him . From this angle he 'd never be able to hit Michael with it . Gabriel 's strength is giving way . Michael is winning . Gabriel lets out a tremendous ROAR and plunges one of the mace 's long spikes into his own stomach . Michael 's eyes go wide with surprise , his grip loosens . Gabriel has run them both through . Gabriel rips the mace from his body and stumbles forward . Blood pours from a huge hole in Michael 's chest . Right through his heart . Gabriel looks down at the hole in his own belly . Not nearly as bad as Michael 's . Apparently there 's not a lot of blood left in this guy . Michael falls to his knees . Weakening . Gabriel looms over Michael . Michael looks up at him , blood leaking from his mouth .Gabriel raises the mighty mace above his head . Michael closes his eyes . Submitting . The mace comes swinging down .

The cruiser hits the FLY STORM . Black . Nothing is visible beyond the windows . BUZZING surrounds them . DEAFENING . Jeep turns on the windshield wipers . Hits the brights . PING ! PING ! PING ! Driving blind ! ON THE SPEEDOMETER as their speed slows to a crawl .Charlie 's desperately trying to soothe her SCREAMING baby . ON THE AIR VENTS as FLIES start crawling in .

Gabriel is looking down upon Michael 's broken body . Something is happening to his skin . The DARK WRITING THAT COVERS HIS BODY is beginning UN - WRITE itself and DISAPPEAR .

Charlie is struggling to close the air vents to stop the inflow of BUZZING insects . It 's not working ! She looks to Jeep in desperation , but something more frightening catches her attention . The INTRICATE WRITING is beginning to appear on Jeep 's arm , snaking its way up from his wrists like VINES .Jeep sees it , eyes go wide .A beat , as Jeep remembers Michael 's parting words .

Gabriel watches as the last of the writing FADES from Michael 's body when he hears a faint CLICKING sound from somewhere in the diner . Gabriel moves gracefully through the destroyed diner , toward the source of the CLICKING . He steps behind the counter and finds Bob lying in a massive pool of blood . It takes the creature a moment to realize that the CLICKING sound is coming from Bob 's SILVER ZIPPO . Bob is focusing every last ounce of life in his body to lighting that lighter . CLICK . CLICK . CLICK . Bob looks at Gabriel .And with one last brush of his thumb , Bob 's trusty ZIPPO IGNITES . Gabriel 's eyes go wide as the TINY FLAME DANCES in front of the stove 's broken gas line . Gabriel spins and runs like hell as the gas explodes . A STREAM OF FIRE ENGULFS HIM AS HIS WINGS UNFOLD AND HE LEAPS INTO AWESOME FIERY FLIGHT .

The MASSIVE EXPLOSION rocks the slow moving vehicle . In the rearview mirror , Jeep sees the CLOUD OF FIRE MUSHROOMING UP in the sky behind them . It 's eerily magnificent .Jeep looks back to the road as , sure enough , the FLY SWARM suddenly dissipates all around them , revealing a CLEAR VIEW of the highway ahead . Jeep knows at what price this good fortune has come .AND THAT 'S WHEN THE WORD `` PARADISE '' CRASHES DOWN LIKE A BALL OF FIRE ONTO THE ROAD DIRECTLY IN FRONT OF THEM !

The cruiser PUNCHES through the burning `` Paradise '' sign , smashing it into fiery pieces ! The cruiser charges on down the endless highway , burning bits of sign swirling in its wake .

From the back seat , Audrey watches the fire recede into the distance .Up front Jeep stares out at the dark road ahead .

Burning wreckage everywhere . DRIFTING THROUGH IT until we settle on the SPIKE - SCEPTER stuck firmly in the ground . Flames ring the handle .

Charlie cradles the baby , apprehensive . The baby looks up at her , smiles . She ca n't help but smile back at him . Jeep eyes her .Charlie looks over , feels his lingering anger .Charlie 's reacts , a bit stung . Jeep tries to hide his pleasure that the tables have turned at least a little . Charlie is about to respond when Audrey leans in from the back seat .She points ahead to a beaten up road sign that says : `` Now Entering Red Rock National Park , Next Rest Stop 30 MILES ''CRASH ! The roof buckles above them . The windows BLOW OUT .

GABRIEL SMASHES DOWN ON THE CRUISER 'S ROOF WITH MASSIVE FORCE ! USING HIS MIGHTY WINGS FOR BALANCE HE BEGINS TO STOMP ON THE ROOF , CRUSHING IT DOWN AS IF IT WERE A SODA CAN !

Jeep , Charlie and Audrey slip frantically down in their seats as the roof presses down at them . The windows BURST . Jeep grabs the Glock and fires wildly up at the roof .

Gabriel takes a direct hit in the thigh , causing him to slide off the roof and onto the trunk where he grabs a hold of the rear window frame for support .

With tremendous strength , Gabriel pulls his upper body through the broken back window toward Audrey .Jeep swings the gun around .BLAM ! Gabriel takes one in the shoulder , but it does n't slow him down .Audrey desperately tries to load a flare while avoiding Gabriel 's grasp . Jeep ca n't get off another shot without the risk of hitting Audrey . Gabriel is almost entirely in the car now . Audrey swings the flare gun toward Gabriel , but he knocks her hand aside just as she pulls the trigger and the flare goes off INSIDE THE CAR ! Jeep ducks . The CAR SWERVES MADLY . The flare RICOCHETS through the cabin , lighting it up like the Fourth of July ! Gabriel lunges for Charlie just as the flare bounces off the windshield - PING ! - and nails him right in the face , SETTING HIS HAIR ABLAZE . And that gives Jeep the chance to swing around and FIRE . BOOM ! Gabriel is blown back partially through the rear window . He holds onto the car with an iron grip . Starts to pull himself back in . Nothing slows this guy down . Jeep pulls the trigger again and . CLICK . No bullets ! Audrey frantically reloads the flare gun . Brings it up to fire , but he 's too fast ! WHACK ! Gabriel knocks her into the side of the car with a sweep of his hand . She 's out cold . Now he 's clawing his way unobstructed toward Charlie again . Jeep knows there 's only one thing to do .Charlie pushes herself and the baby down on the floor in front of the passenger seat . Jeep PUNCHES IT . The speedometer leaps ahead . 70 . 80 . 90 . Gabriel 's now completely in the car . They 're helpless . Gabriel lunges over the passenger seat , grasping for Charlie , his ferocious hand only inches from her and the baby , when .Audrey leaps onto Gabriel , pulling him away from Charlie just in time . He flails wildly about but this young girl rides him like one helluva a cowboy . 100 . 110 . 120 .JEEP SLAMS ON THE BREAKS , SENDING GABRIEL AND AUDREY SHOOTING FORWARD THROUGH THE WINDSHIELD LIKE A BULLET . The intertwined bodies of Gabriel and Audrey hit the road with a sickening crunch and ROLL INTO A BALL OF FIRE .

The Cruiser spins out of control , swerving off the road and careening into a large rock formation . This ride is over .

Jeep 's side of the car is crushed . Blood is running down his forehead . Charlie crawls up from the floor .He tries to focus on her .She kicks open her door and begins pulling him out .Charlie , the baby bundled in her hands , leads Jeep away from the demolished Cruiser .

Jeep and Charlie , battered and bruised , struggle to make the long climb up the ridge . Charlie looks up . STARS completely fill the pre - dawn sky . Breathtaking .Jeep follows her gaze to the sky . Endless stars . Confounding . Jeep shifts his eyes to the TOP OF THE RIDGE just ahead .They are only a few steps from the EDGE OF THE RIDGE when - GABRIEL ROCKETS UP IN FRONT OF THEM ! Charlie screams ! Jeep pushes her and the baby out of the way just as Gabriel comes down hard in front of them , kicking up a cloud of dust . Gabriel 's mechanical wings haltingly retract . The crash has done some serious damage . Much of his skin has burned away . Chunks of his armor and flesh are missing as well , including a large part of his head , revealing that under his human visage is a NIGHTMARISH CREATURE . Gabriel charges at Jeep fast . Jeep whips up his Glock , BLAM ! Gabriel takes the bullet , then slaps the gun out of Jeep 's hand . Jeep throws a wild punch , connects with Gabriel 's chin , rocking him back . More annoyed than surprised , Gabriel knocks Jeep savagely to the ground . Jeep struggles quickly to his feet , comes right back at Gabriel swinging . But Gabriel simply knocks him to the dirt again . Jeep slowly gets up once more , bleeding , hurt . Raises his fists . This kid will simply not give up . Jeep moves in again , swinging hard , but Gabriel blocks it , shoots out a hand and grabs Jeep by throat , lifting him clear off the ground .Jeep 's feet dangle . His eyes bulge out . He claws at Gabriel 's iron - fast grip , but there 's no hope . Charlie watches in horror .But Gabriel is doing just that . Jeep is rapidly losing consciousness . The battle is lost .Jeep 's eyes flutter . He 's almost gone .This gets Gabriel 's attention . Charlie climbs to her feet , holding the bloody bundle out to him .Tears run down her face . She 's dead fucking serious . Gabriel lets go of Jeep . He falls to the ground , gasping desperately for air .Gabriel takes the bundle from Charlie , turning away from her .He peels the cloth back , revealing . THE GRENADE . He spins around to face Charlie . She 's holding the pin . KABOOM ! GABRIEL IS BLOWN TO BLOODY BITS . The creature is gone at last . The sound of a BABY COOING . Charlie picks the child up out of the brush . She helps Jeep to his feet and together they slowly make their way to the top of the ridge .

Jeep and Charlie stand overlooking the desert valley below . ON THEIR FACES , reacting to what they see . Charlie takes Jeep 's hand in hers .And now we see it too : THE MOJAVE DESERT - DAWN Vast . Barren . No signs of life . No resistance force . No nothing . ON JEEP AND CHARLIE Taking it in . Breathing hard .He glances at Charlie . Worry in her eyes .At those words , Charlie looks deep into Jeep 's eyes . Sees a confidence in them she 's never seen before . And she leans in and kisses him . Tender . When they part , Jeep stares back at her with surprise . Then the surprise melts into a smile . And they descend the ridge . out of sight , leaving us with a view once again of - THE MOJAVE DESERT - DAWN A BLOOD RED SUN rises behind the distant mountains . The unbearable cold will soon become an unbearable heat . And we 're back where we started . A YOUNG WOMAN 'S VOICE . Solemn . Weary . Determined . IT 'S CHARLIE 'S VOICE .

Someday when my son is older, I will tell him about the time of his birth when all the world was covered in a great darkness.

Jeep is at the wheel . He looks aged , scarred from the experience . His exposed arms are completely covered with the INTRICATE WRITING . The Instructions . The boy he once was is gone at last and the warrior protector has replaced him .Charlie sits across from him , the baby cradled in her arms . It 's strange , but you might actually mistake them for a happy family . Of course you 'll have to ignore the ARSENAL OF WEAPONRY in the back seat .Jeep glances over at Charlie and the baby . He smiles at the image of maternal bliss .The sun shines through the car windows , filling our eyes with its fiery light . THE END

Jared Bush, Phil Johnston Story by Byron Howard, Rich Moore, Jared Bush, Jim Reardon, Josie Trinidad, Phil Johnston and Jennifer Lee NO REPRODUCTION OF ANY PORTION OF THIS SCRIPT CAN BE MADE WITHOUT THE EXPRESS WRITTEN CONSENT OF WALT DISNEY STUDIOS MOTION PICTURES IN BLACK -- We hear the feral, primeval sounds of a jungle at night. A timpani bangs an ominous beat. FADE IN ON: A JUNGLE - NIGHT A BUNNY nervously walks through the dark, foreboding forest, frightened by every shadow and moving leaf.The timpani crescendos. A JAGUAR leaps out of the shadows, attacks the bunny, who screams-- CUT TO: INSIDE A BARN - A JUNGLE (SET) - NIGHT The action continues-- as imagined by an amateur stage production.Reams of red papier mâché entrails ooze from the bunny. And when those run out-- projectile ketchup. Reveal: These are ANIMAL KID ACTORS. The bunny, JUDY HOPPS, 10, is our hero. And this is her play being staged. A banner reads: CARROT DAYS TALENT SHOW!The CROWD looks on, confused. The music goes discordant as BOBBY CATMULL, a bobcat, bangs a drum.TWO BOXES drop down, labeled VICIOUS PREDATOR and MEEK PREY. The PREDATOR box lands on the jaguar. The MEEK PREY box lands on Judy. Her entrails get stuck outside the box. She drags them underneath with her.A YOUNG SHEEP wearing a white muumuu and a cardboard rainbow on his head does an improvisational dance across the stage. Judy and the jaguar burst out of their boxes, now wearing white muumuus, too.Judy and the jaguar shake hands as the sheep throws glitter.The Jaguar rips off his muumuu. She's wearing a homemade astronaut costume.Catmull plays a slide whistle.The Jaguar rips off his muumuu. He's dressed in a suit.Catmull plays a 70s-style cop show theme on the boom box. Judy rips off her muumuu, revealing a POLICE OFFICER UNIFORM.Judy's parents, BONNIE & STU, look stunned. A mean fox kid, GIDEON GREY, snickers. He's sitting next to a WEASEL KID.Catmull drops down a backdrop showing a bright city skyline. He hits play on an uplifting song.Judy gives a mighty thespian bow, to the sound of Catmull on organ. The audience applauds. Judy's parents look concerned.

Fear. Treachery. Bloodlust! Thousands of years ago, these were the forces that ruled our world. A world where prey were scared of predators. And predators had an uncontrollable biological urge to maim and maul and...

Back then, the world was divided in two. Vicious predator or Meek prey.

But over time, we evolved, and moved beyond our primitive savage ways.

But just 211 miles away stands the great city of Zootopia! Where our ancestors first joined together in peace, and declared that anyone can be anything! Thank you and good night!

Oh. Then I guess I'll have to be the first one. Because I am gonna make the world...

Gimme your tickets right now, or I'm gonna kick your meek little sheep butt.

Nice costume, loser. What crazy world are you living in where you think a bunny could be a cop?

Come and get 'em.... But watch out, 'cause I'm a fox-- and like you said in your dumb little stage play, us predators used to eat prey. And that killer instinct's still in our Dunnahh.

I want you to remember this moment-- the next time you think you will ever be anything more than just a stupid, carrot farming dumb bunny.

Well, that makes me feel a little better. I thought she was talking in tongues or something.

A festival replete with food booths, games and rides-- all aggressively carrot-themed. Judy, in her Cop Costume, bounces along with her folks. We catch their conversation mid-stream.The trio arrives at the Hopps Family Farm carrot booth, which is manned by too many children to count.Judy spots GIDEON GREY stalking some SMALL ANIMALS. She remains fixed on Gideon as Stu and Bonnie yap on obliviously.We're back on Bonnie and Stu's conversation now.ACROSS THE FAIR... From behind a tree, Judy watches as Gideon Grey intimidates the astronaut sheep, SHARLA.Gideon swipes Sharla's fair tickets.Judy charges toward the danger.Gideon turns. There's Judy, projecting the image of a tiny Clint Eastwood.Gideon pats the tickets in his pocket.Gideon shoves Judy. Hard. She falls. The other prey animals flee to safety behind a nearby tree, leaving her to face the thugs alone.Judy starts to tear up. Her nose starts to twitch.Suddenly-- BAM! Judy kicks Gideon in the face with her hind legs. He stumbles back, then checks his lip for blood.He unsheathes his claws like a switchblade, then slaps her, drawing blood from her cheek. She cowers, as do her scared friends behind the tree.Gideon and his pal head off, laughing and high-fiving. The prey animals run back over to Judy, who wipes the blood from her cheek. She fights tears, defeated.Judy smiles and then whips out the tickets as she gets up.Judy picks up the cop hat, puts it on her head.CUT TO:

Judy, you ever wonder how your mom and me got to be so darn happy?

See, that's the beauty of complacency, Jude. If you don't try anything new, you'll never fail.

What your father means, hon, is it's gonna be difficult-- impossible even-- for you to become a police officer.

OR... um, heck, you wanna talk about making the world a better place--

Yes! Your dad, me, your 275 brothers and sisters-- we're changing the world.

Really, it's kind of a proud-scared combo. I mean, Zootopia. It's so far a away... It's such a big city.

And also bears. We have bears to fear, too. To say nothing of lions, and wolves...

And he cheats like there's no tomorrow. You know what, pretty much all predators-- and Zootopia's full of 'em.

Sure. Yeah, we all do. Absolutely. But just in case, we made you a little care package to take with you.

Hey there, Jude-- Jude the dude, remember that one? How we doin?

That's right. I mean, Gid's turned into one of the top pastry chefs in the tri-burrows.

Oh, Gid's talking about those flowers, Judy. I use 'em to keep bugs off the produce. But I don't like the little ones going near 'em on account of what happened to your Uncle Terry.

Well sure it did. There's a sizable divot in your arm. I'd call that savage.

We know. And we're just a little excited for you, but terrified.

Actually, your father does have a point there. It's in their biology. Remember what happened with Gideon Grey.

He's our partner. And we never would have considered it had you not opened our minds.

Yeah, Terry ate one whole when we were kids and went completely nuts.

Savage? Well, that's a strong word. But it did hurt like the devil.

Hopps and the comparatively huge CADETS sit in a circle as MAJOR FRIEDKIN, an intimidating drill instructor, lectures.IN SAHARA SQUARE SIMULATOR: Hopps struggles through the sand.ON THE VINE-COVERED MONKEY BARS: Hopps swings across the bars, simulating the RAINFOREST DISTRICT. She falls off, landing face first in the mud.TUNDRA TOWN ICE WALL: Judy and the cadets sprint toward the wall. The CLAWED ANIMALS dig into the ice wall. Hopps slides off.IN THE BOXING RING: Hopps gets in the ring with a BIG BISON.Hopps gets punched in the nose.THREE QUICK CUTS OF FAILURE:IN THE TOILET: Hopps ruses into a stall. The toilet is considerably larger than she is. She shuts the door. We see her climb up the toilet. In the next stall, we see the feet of a Hippo. Then, KERSPLASH! Hopps falls into the toilet.HOPPS ON HER OWN-- She runs at sunset-- after everyone else has called it a day. We HEAR the drill instructor's voice echoing in her mind.Then those of her parents...Then Gideon's...OVERNIGHT, IN THE BARRACKS: Hopps stays up late studying, doing sit ups. ON THE ICE WALL: Hopps bounds up the wall, jumps off of the backs of the big animals and makes it over, impressing the Major Friedkin. IN THE RING: Hopps dodges a few swings. The Bison misses. Hopps bounds over him and uses his momentum-- kicking his other hand into his face, knocking him down. DISSOLVE TO:

Listen up Cadets! Zootopia has 12 unique ecosystems within its city limits-- Tundra Town, Sahara Square, Rainforest District, to name a few. You're gonna have to master all of them before you hit the streets-- or guess what?

It's graduation day. MAYOR LIONHEART is at the podium.Judy stands proudly in her cop uniform.Judy walks to the stage as those in attendance cheer-- her FAMILY chief among them. ASSISTANT MAYOR BELLWETHER applauds. She smiles at Judy, lost in the moment.Bellwether steps forward to pin Hopps' ZPD badge on her.Judy can barely contain her glee. Her parents are in shock.Lionheart shoves Bellwether out of the way.A group of PHOTOGRAPHERS aim their cameras. Lionheart steps in front of Bellwether, edging her out of the photo. The flashbulbs pop.

As Mayor of Zootopia, I am proud to announce that my Mammal Inclusion Initiative has produced its first police academy graduate.

Valedictorian of her class, ZPD's very first rabbit officer... Judy Hopps.

Judy, it is my great privilege to officially assign you to the heart of Zootopia: Precinct One, City Center.

Really? Cuz I got a dozen and a half animals here who've gone off the rails crazy-- and you can't tell me why. Now, I'd call that awfully far from doing everything.

Hmm... Great idea. Tell the public. And how do you think they're gonna feel about their mayor, who is a lion?! I'll be ruined!

No. Listen, we still don't know why this is happening. It could destroy Zootopia.

Did I falsely imprison those animals? Well, yes. Yes I did. It was a classic "doing the wrong thing for the right reason" kind of a deal.

The Mammal Inclusion Initiative is really starting to pay off! Mayor Lionheart is just gonna be so jazzed!

And I sent it, and it is done, so I did do that. All right, well I'd say the case is in good hands! Us little guys really need to stick together! Right?

Good one! Just call me if you ever need anything, okay? You've always got a friend at City Hall, Judy. Alright, bye bye!

No, no! But, sir, you do have a meeting with Herds and Grazing... sir, if I could just--

There! Traffic cams for the whole city. This is so exciting, actually. Well, you know, I never get to do anything this important.

Oh, I'm more of a glorified secretary. I think Mayor Lionheart just wanted the sheep vote...

That's a fun little name he likes to use. I called him Lionfart once. He did not care for that, let me tell you. It was not a good day for me.

Okay, thank you Officer Hopps, uh, that's all the time that we have. No more questions...

Our city is 90% prey, Judy. And right now they're just really scared. You're a hero to them. They trust you. And so that's why Chief Bogo and I want you to be the public face of the ZPD.

Judy, you've worked so hard to get here. It's what you've wanted since you were a kid. You can't quit...

Underestimated. Under-appreciated. Aren't you sick of it? Predators. They may be strong and loud, but prey out-number predators 10 to one.

Think of it-- 90 percent of the population, united against a common enemy. We'll be unstoppable.

Well, you should have stayed on the carrot farm, huh? It really is too bad; I really did like you.

Yes, police! There's a savage fox in the natural history museum. Officer Hopps is down! Please hurry!

Oh, but he can't help it, can he? Since preds are just biologically predisposed to be savages.

Fear always works. And I'll dart every predator in Zootopia to keep it that way.

I framed Lionheart, I can frame you too! It's my word against yours!

When I was 9. Gideon Grey was a jerk, who happened to be a fox. I know plenty of bunnies who are jerks.

Stu, Bonnie, and several SIBLINGS accompany Judy to the train station.Stu begins pulling a bunch of PINK FOX DETERRENTS from a bag.Stu removes a Fox Taser, fires it up. It sizzles.Judy grabs the pink fox repellent from the bag as the train pulls up.Judy heads for the train, head held high. No turning back. Stu and Bonnie watch, both holding back tears. Suddenly, the emotion catches up with Judy. She turns, runs back to her parents, hugs them tight.One more squeeze, then Judy runs off and jumps on the train.As the train pulls away, her family runs next to it, waving.Judy looks back as their faces recede into the distance. The train blasts past Bunnyburrow, passing its exponentially increasing population sign. Judy pulls out her iPhone and clicks play... her new life is about to begin and we CUT TO: A MONTAGE -- As Hopps takes the train, it rounds a curve. She looks up. Her eyes light up. There in the distance is...

...THE UNBELIEVABLE ANIMAL METROPOLIS of ZOOTOPIA, which is comprised of amazing habitat "boroughs." The train whips past TUNDRATOWN, SAVANNA CENTRAL, RAINFOREST DISTRICT, MEADOWLANDS, SAHARA SQUARE, etc.

Hopps spills out of the train... and we are now in a MULTI- SCALE ENVIRONMENT: everything from mice to elephants.

Hopps emerges into the main Zootopia central plaza. It's an amazing, magnificent place. A JUMBOTRON featuring a gazelle pop star, GAZELLE, blares its message in a loop.CUT TO:

Zootopia is a unique place. It's a crazy, beautiful, diverse city where we celebrate our differences.

We cannot let fear divide us. Please-- give me back the Zootopia I love...

DHARMA ARMADILLO, Hopps's older ARMADILLO LANDLADY, opens the door to Hopps' new apartment-- which we can't see yet.Hopps discovers the room is a tiny, crappy studio apartment.As Dharma leaves, Hopps' volatile, artsy NEIGHBORS, KUDU and ORYX POOTOSSER, pass by in the hall.Before Hopps can respond, they're gone, leaving Hopps alone. She looks around... blank-faced so it's tough to read her emotions.As the shouting continues, she stretches out on her bed, exhausted but overjoyed. WAKE UP MONTAGE - MORNING Quick, rhythmic cuts of: - Alarm clock: Beep. Beep. Beep. - Dressing: Vest. Badge. Belt. On the bedside table sits the PINK FOX REPELLENT. Judy glances at it and smirks-- taking it would be silly-- she walks out of frame. HOLD on the table. One second. Then Judy's hand comes back into frame and grabs the Repellent.

And welcome to the Grand Pangolin Arms. "Luxury Apartments with Charm."

Ooo, uh, you probably didn't know, but a bunny can call another bunny "cute," but when other animals do it, it's a little...

It's okay-- oh, you've actually you've actually got a-- there's a-- in your neck-- the fold-- the-- there's--

So I can handle one. You probably forgot, but I was top of my class at the academy.

100 tickets...? I'm not gonna write 100 tickets... I'm gonna write 200 tickets!

As Hopps puts the ticket on her windshield, she hears a voice across the street:

I'm an officer. Just had a quick question. Are your customers aware they're getting snot and mucous with their cookies and cream?

Well, I don't wanna cause you any trouble, but I believe scooping ice cream with an un-gloved trunk is a Class 3 Health Code Violation...

...Which is kind of a big deal. Of course-- I could let you off with a warning if you were to glove those trunks and, I don't know, finish selling this nice dad and his son a... what was it?

Oh no, my treat-- it just-- y'know, it burns me up to see folks with such backward attitudes toward foxes. I just wanna say, you're a great dad and just a... a real articulate fella.

And you little guy, you want to be an elephant when you grow up... you be an elephant-- because this is Zootopia, anyone can be anything.

Gee I don't know, how 'bout selling food without a permit, transporting undeclared commerce across borough lines, false advertising...

Ah, no. Podunk is in Deerbrooke County, and I grew up in Bunnyburrow.

Hey! Hey! No one tells me what I can or can't be! Especially not some jerk who never had the guts to try to be anything more than a popsicle hustler!

Mmm. Absolutely. And more. Everyone's so nice. And I feel like I'm really making a difference--

DAD! You know what-- it's been a really long day, I should really--

I am a real cop. I am a real cop. I am a real cop. I am a real cop...

Sir, if you have a grievance, you may contest your citation in traffic court.

Hate to disagree with you, sir, but those aren't onions. Those are a crocus varietal called Midnicampum Holicithias. They're a Class C Botanical, sir. I grew up in a family where plant husbandry was kind of a thing.

Ha-ha-ho, no actually it's Officer Hopps, and I'm here to ask you some questions about a case.

This is important, sir. I think your ten dollars worth of popsicles can wait.

Yeah. 200 dollars a day... 365 days a year... since you were 12, that's two decades, so times twenty...

...which is one million four- hundred sixty thousand-- I think, I mean I am just a dumb bunny, but we are good at multiplying-- anyway, according to your tax forms...

...you reported let me see here: zero. Unfortunately, lying on a federal form is a punishable offense. Five years jail time.

Actually, it's your word against yours. And if you want this pen, you're going to help me find this poor missing otter or the only place you'll be selling popsicles is the prison cafeteria.

Uh, no... I'm Officer Hopps, ZPD. I'm looking for a missing mammal, Emmitt Otterton. Right here--

Oh, thank you so much, I'd appreciate that more than you can imagine. It would be such a big--

What was it you said? "Any moron can run a plate?" Gosh... if only there were a moron around who were up to the task...

Not forever. Why, I only have 36 hours left to solve this case. So can you run the plate or not?

I hope so, we are really fighting the clock and every minute counts.

Well, I was hoping you could run a plate for us. We are in a really big hurry.

Ha, ha, yes very funny, very funny, can we please just focus on the task--

A three humped camel? Pregnant! Okay, great, we got it, please just- -

29THD03-- it's registered to... Tundratown Limo Service? A limo took Otterton, and the limo's in Tundratown-- it's in Tundratown!

What is your problem? Does seeing me fail somehow make you feel better about your own sad, miserable life?

The thing is, you don't need a warrant if you have probable cause, and I'm pretty sure I saw a shifty low-life climbing the fence, so you're helping plenty. Come on.

This is him. Emmitt Otterton. He was definitely here. What do you think happened?

No. I am a cop. And I'm on the Emmitt Otterton case, and my evidence puts him in your car, so intimidate me all you want, I'm going to find out what you did to that otter if it's the last thing I do.

Mr. Manchas? Judy Hopps, ZPD. We just want to know what happened to Emmitt Otterton.

Yep. So, uh, you just open the door and tell us what you know and we will tell you what we know. Okay?

Clawhauser, listen to me! We have a 10-91! Jaguar gone savage! Vine and Tu-junja!

I thought this was just a missing mammal case, but it's way bigger.

Mr. Otterton did not just disappear. I believe he and this jaguar, they... went savage, Sir.

Howlers! Night howlers! That's what Manchas was afraid of... wolves! The wolves are the night howlers. If they took Manchas...

Well, look at you, Junior Detective. You know, I think you'd actually make a pretty good cop.

Mr. Otterton, my name is Officer Judy Hopps. Your wife sent me to find you. We're gonna get you out of here now.

Chief Bogo handed out 14 Missing Mammal files... They're all here. All the missing mammals are right here.

Mayor Lionheart, you have the right to remain silent. Anything--

You have the right to remain silent. Anything you say can and will be used against you in a court of law...

Funny you should say that, because I've been thinking... it would be nice to have a partner.

Well, all we know is that they are all members of the predator family.

Yes. What I mean is, thousands of years ago... um... predators survived through their aggressive hunting instincts. For whatever reason, they seem to be reverting back to their primitive, savage ways.

It is possible. So we must be vigilant. And we at the ZPD are prepared and are here to protect you...

That went so fast! I didn't get a chance to mention you or say anything about how we--

I just stated the facts of the case. I mean, it's not like a bunny could go savage...

I'm not... I'm not a hero. I came here to make the world a better place, but I think I broke it.

With all due respect, sir, a good cop is supposed to serve and protect-- help the city. Not tear it apart.

Oh, I tried. And it made life so much worse for so many innocent predators.

Night howlers aren't wolves. They're flowers. The flowers are making the predators go savage. That's it! That's what I've been missing!

Oh, keys! Keys! Keys! Keys! Hurry! Come on! Thank you, I love you bye!

Oh, Nick! Night howlers aren't wolves. They're toxic flowers. I think someone is targeting predators on purpose and making them go savage.

Wait! Wait, please-- I know you'll never forgive me. And I don't blame you. I wouldn't forgive me either. I was ignorant and irresponsible and small-minded... But predators shouldn't suffer because of my mistakes. I have to fix this, but I can't do it without you.

And after we're done, you can hate me, and that'll be fine, because I was a horrible friend and I hurt you... and you can walk away knowing you were right all along, I really am just a dumb bunny.

We both know those weren't moldy onions I caught you stealing. What were you gonna do with those night howlers, Wessleton?

Come on! We gotta get to the ZPD. Cut through the Natural History Museum!

We found out what's happening. Someone's darting predators with a serum-- that's what's making them go savage.

You know what... I think Nick and I will just take this to the ZPD...

What you've got in the weapon there- - those are blueberries. From my family's farm.

--It's your word against yours. It's called a hustle, sweetheart. Boom.

So, no matter what type of animal you are, from the biggest elephant to our first fox...

Look inside yourself, and recognize that change starts with you. It starts with me. It starts with all of us.

Sir, you were going 115 miles per hour. I hope you have a good explanation.

Leave the meter maid alone! Didn't you hear her conversation? She feels like a failure!

Utter mayhem. COPS parade PERPS through the lobby-- one is wearing cuffs and a plastic (not scary) safety muzzle, he complains to the BEAR COP marching him by.We land at the front desk and find CLAWHAUSER, a PUDGY CHEETAH COP, happily eating a bowl of Lucky Chomps cereal.Clawhauser leans over the desk to find Hopps.Clawhauser removes a small donut from under some neck fat.He crams the donut into his mouth.Clawhauser watches admiringly as she heads to the bullpen.

I am so sorry. Me, Benjamin Clawhauser, the guy everyone thinks is just a flabby, donut-loving cop, stereotyping you...?

Okay, you're gonna have to be patient and wait in line just like everyone else, Mrs. Otterton, okay?

I'm sorry, sir, I tried to stop her, she is super slippery. I gotta go sit down.

Yikes! That is the smallest case file I've ever seen! Leads: none, witnesses: none-- and you're not in the computer system yet, so resources: none.

Are you familiar with Gazelle? Greatest singer of our lifetime-- angel with horns-- okay, hold on, keep watching. Who's that beside her? Who is it?

Oh, yes of course! About that, sir... Officer Hopps just called... She found all of 'em.

Um, they thought it would be better if a predator such as myself wasn't the first face you that you see when you walk into the ZPD.

They're gonna move me to Records. It's downstairs. By the boiler.

Hopps enters the bullpen, by far the smallest animal in the room: rhinos, buffalo, hippos, elephants, etc. Hopps holds her paw out to a tough RHINO, MCHORN.McHorn gives Hopps a reluctant fist bump, nearly knocking her off the chair.In walks CHIEF BOGO, a gruff CAPE BUFFALO. He takes the dais. Everyone snaps to attention and starts stomping the floor.As Hopps sits, she disappears below the DESK that is meant for a rhino.An elephant, FRANCINE, blushes as other cops clap.He turns to a push pin-pocked MAP that's covered in photos of MISSING MAMMALS. Hopps's eyes go wide.HIGGINS hands Bogo a stack of CASE FILES. Bogo puts on his reading glasses, examining the files as he assigns cases.Hopps sits up, expectant but steely. Bogo looks at the final case file in his hand. He takes a dramatic breath, then:Bogo looks around... then down to find Hopps.He goes, slamming the door behind him. Judy stomps her foot.

I've got three items on the docket. First... we need to acknowledge the elephant in the room.

Number two: There are some new recruits with us I should introduce. But I'm not going to, because I don't care. Finally...

...We have 14 missing mammal cases. All predators, from a giant polar bear, to a teensy little otter. And City Hall is right up my tail to find them. This is priority number one. Assignments!

Officers Grizzoli, Fangmeyer, Delgato-- your teams take Missing Mammals from the Rainforest District. Officers McHorn, Rhinowitz, Wolfard, your teams take Sahara Square. Officers Higgins, Snarlov, Trunkaby: Tundratown. And finally, our first bunny, Officer Hopps.

Abandoning your post, inciting a scurry, reckless endangerment of rodents... but to be fair, you did stop a master criminal from stealing two dozen... moldy onions.

Do you think the Mayor asked what I wanted when he assigned you to me?

Life isn't some cartoon musical where you sing a little song and your insipid dreams magically come true. So let it go!

Insubordination. Now, I'm going to open this door and you're going to tell that otter you're a former meter maid with delusions of grandeur who will not be taking the case.

Savage? This isn't the Stone Age, Hopps. Animals don't go savage.

Clawhauser, can't you see I'm working on the missing mammal cases?!

Ladies and Gentlemammals... 14 mammals went missing and all 14 have been found by our newest recruit, who will speak to you in a moment. But first, let me remind you--

So now, I'll turn things over to the officer who cracked the case. Officer Judy Hopps.

Don't give yourself so much credit, Hopps. The world has always been broken. That's why we need good cops-- like you.

...Enough! Shut it! We have some new recruits with us this morning, including our first fox. Who cares.

Shut your mouth, Wilde. Assignments! Officers Grizzoli, Fangmeyer, Delgato: Tundratown Swat. Snarlov, Higgins, Wolfard: Undercover. Hopps, Wilde...

Just kidding! We have reports of a street racer tearing up Savannah Central. Find him, shut him down.

Hopps dons a vest, buckles her seat belt, floors the pedal and... takes off at 2 miles an hour. Which leads to a PARKING METER MONTAGE -- Hopps zooms past a row of cars, marking their tires. Cruising the streets, her super-sensitive ears hear a meter ding. She slams her brakes-- then proudly issues Ticket #1. Ding! Another meter goes off. Then another. And another. She's on a roll. She looks down at her counter. It's at 200.A final ding... Reveal: her own traffic cart is at an expired meter. Hopps rolls her eyes and writes herself a ticket.Hopps looks across the street to see... a RED FOX. Hopps looks at him, a little suspicious. The Fox looks around, then slinks into a café. Hopps runs across the street and peeks in the window. It's an ice cream parlor, but... the FOX IS GONE.

Elephants scoop ice cream with their trunks, suck up nuts with their trunks. It's cute but also disgusting. As Hopps enters, she spots the fox, NICK WILDE, at the front of the line and overhears the proprietor, JERRY, addressing him.Hopps unsnaps the holster of her PINK FOX REPELLENT.Ready for action, slowly creeping forward, Hopps's expression changes when she sees that Nick is with his TODDLER SON.Staring at the cute little boy, Hopps is embarrassed by her impulse. She snaps the Repellent holster and begins to leave.Hopps suddenly stops. Her ears go up and she turns around.The boy gives a TOOT-TOOT with his toy elephant trunk.The little fox is about to cry, when Hopps walks up.An ELEPHANT COUPLE overhear and spit out their ice cream.A guilty EMPLOYEE releases a scoop from their trunk.He turns to go. Hopps slaps some money on the counter.

Listen, I don't know what you're doing skulking around during daylight hours, but I don't want any trouble in here... So hit the road.

I'm not looking for any trouble either, sir. I simply want to buy a Jumbo Pop for my little boy.

Oh come on, kid. Back up. Listen, buddy, what? There aren't any fox ice cream joints in your part of town?

--this goofy little stinker-- he loves all things elephant. Wants to be one when he grows up.

Isn't it adorable? Who the heck am I to crush his little dreams, huh? Right?

Hey, you're gonna have to wait your turn like everyone else, metermaid.

Oh no, are you kidding me? I don't have my wallet. I'd lose my head if it weren't attached to my neck, that's the truth. Oh boy, I'm sorry pal. Gotta be about the worst birthday ever. Please don't be mad at me.

Officer, I can't thank you enough. So kind, really, can I pay you back?

Ah, well, that is high praise. It's rare that I find someone so non- patronizing... Officer...

Two paws. Yeah. Oh, look at that smile, that's a happy birthday smile! All right, give her a little bye-bye toot toot.

39...40. There you go. Way to work that diaper, big guy. Hey, no kiss bye-bye for daddy?

Permit. Receipt of declared commerce. And I didn't falsely advertise anything. Take care.

That's right. "Red wood." With a space in the middle. Wood that is red.

You can't touch me, Carrots, I been doing this since I was born.

My bad. I just naturally assumed you came from some little carrot- choked podunk, no?

Naïve little hick with good grades and big ideas decides, "Hey lookit me, I'm gonna move to Zootopia-- where Predators and Prey live in harmony and sing Kumbaya!" Only to find-- whoopsie, we don't all get along. And that dream of becoming a big city cop? Double whoopsie! She's a meter maid. And whoopsie number threesie-- NO ONE cares about her or her dreams. And soon enough those dreams die and our bunny sinks into emotional and literal squalor living in a box under a bridge. Til finally she has no choice but to go back home with that cute, fuzzy wuzzy little tail between her legs to become-- you're from Bunnyburrow, is that what you said?-- so how 'bout a carrot farmer... That sound about right?

Alright look, everyone comes to Zootopia thinking they can be anything they want. Well you can't. You can only be what you are.

You'll never be a real cop. You're a cute meter maid though. Maybe a supervisor one day. Hang in there...

What happened, meter maid? Did someone steal a traffic cone? It wasn't me.

I make 200 bucks a day, fluff. 365 days a year, since I was 12, and time is money, hop along.

I know everybody. And I also know that somewhere there's a toy store missing its stuffed animal, so why don't you get back to your box.

Yeah, in Zootopia anyone can be anything. These guys... they be naked.

Does this make you uncomfortable? Because, if so, there's no shame in calling it quits.

Well, I had a ball. You are welcome for the clue. And seeing as how any moron can run a plate, I will take that pen and bid you adieu.

Rabbit, I did what you asked, you can't keep me on the hook forever.

Flash is the fastest guy in there, you need something done, he's on it.

What? Are you saying that because he's a sloth, he can't be fast? I thought in Zootopia anyone could be anything.

Hey Flash, I'd love ya to meet my friend-- uh, darlin' I've forgotten your name.

Mm. And I will betcha you don't have a warrant to get in. Hm? Darn it. It's a bummer.

Madam, I have a fake badge. I would never impede your pretend investigation.

First off, you throw like a bunny, second, you're a very sore loser.

See ya later, Officer Fluff, so sad this is over, I wish I could've helped more.

The most feared crime boss in Tundratown. They call him Mr. Big and he does not like me, so we gotta go!

Well, it's gonna be an even bigger crime scene if Mr. Big finds me here, so we're leaving right now!

Raymond! And, is that Kevin?! Long time no see. And speaking of no see, how about you forget you saw me? Huh? For old time's sake?

I uh, I may have sold him a very expensive wool rug... that was made from the fur of a... skunk's butt.

Point is, I did not know it was your car, and I certainly did not know about your daughter's wedding.

Mime! She is a mime. This mime, cannot speak. You can't speak if you're a mime.

Please! No no no! If you're mad at me about the rug I've got more rugs!

Oh. So you know about the night howlers too? Good, good, good. Because the night howlers are exactly what we are here to talk about.

Now, I can tell you're a little tense, so I'm just gonna give you a little personal space--

Sorry, what I said was, "no." She will not be giving you that badge. Look, you gave her a clown vest and a three-wheel joke-mobile and two days to solve a case you guys haven't cracked in two weeks? Yeah, no wonder she needed to get help from a fox, none of you guys were gonna help her, were you?

Here's the thing Chief, you gave her the 48 hours, so technically we still have 10 left to find our Mr. Otterton... and that's exactly what we're gonna do, so if you'll excuse us... we have a very big lead to follow and a case to crack. Good day.

No... I mean, not anymore. But I was small and emotionally unbalanced like you once.

No, it's true. I think was 8, or maybe 9, and all I wanted to do was join the Junior Ranger Scouts.

I learned two things that day. One, I was never gonna let anyone see that they got to me.

If the world's only gonna see a fox as shifty and untrustworthy, there's no point in trying to be anything else.

How about we go out to Chuck in Traffic Central-- Chuck, how are things looking on the Jam Cams?

No-n-shh-shush! There are traffic cameras everywhere. All over the canopy. Whatever happened to that jaguar--

However. If you didn't have access to the system before, I doubt Chief Buffalo Butt is gonna let you into it now.

And there it is. What is it with wolves and the howling? It's like--

You know, if I wanted to avoid surveillance because I was doing something illegal-- which I never have-- I would use the maintenance tunnel 6B... which would put them out...

Great! We're dead. We're dead. That's it. I'm dead. You're dead. Everybody's dead.

Answer their question with your own question and then answer that question. Like this, "Excuse me. Officer Hopps, what can you tell us about the case?"

Clearly, there's a biological component? These predators may be reverting back to their primitive, savage ways. Are you serious?

The kind that needs to be muzzled? The kind that makes you think you need to carry around Fox Repellent?

Yeah, don't think I didn't notice that little item the first time we met.

Do you think I might go nuts? Do you think I might go savage? Do you think I might try to... EAT YOU?!

...I knew it. Just when I thought somebody actually believed in me...

Okay. Oh, you bunnies... You're so emotional. There we go. Deep breath.

Yeah, looks like old Doug's cornered the market on night howlers...

Hey. Hey! Where are you going? Get back here! What are you doing?! He's gonna see you! What are you looking at? Hey! Whatever you're thinking, stop thinking it. Carrots! Carrots!

Great, you're a conductor now? Hey, listen-- It would take a miracle to get this rust-bucket going.

Mission accomplished. Would it be premature for me to do a little victory toot-toot?

All right, you're milking it. Besides, I think we got it, I think we got it. We got it up there, thank you yakkety-yak-- you laid it all out beautifully.

Ha! You should have your own line of inspirational greeting cards, sir.

Hopps has the Toddler's hand. Nick holds a HUGE JUMBO-POP.Hopps puts a STICKER BADGE on the boy's chest.The kid toots.Hopps walks off with a spring in her step.

Hopps continues to write tickets. As she leaves a ticket on another car, she can see a few blocks away. It's NICK and his KID. Hopps gives them a wave, but they don't notice her.Hopps realizes they are melting their jumbo-pop in the hot sun, channeling the juice into jugs. Huh? Nick and his kid pack the jugs into a van and NICK'S SON gets in the driver's seat. They drive off, passing Hopps, who stares, confused.

Hopps follows them to... Tundratown, where Nick's "son" uses his little paw prints to create molds they pour the popsicle juice into, creating dozens of smaller popsicles. Hopps looks on, scandalized.

Hopps watches them resell the "Pawpsicles" at marked-up prices to LEMMINGS... when one buys one, they all do.Nick rakes in the cash. As the lemmings leave, they throw their used popsicle sticks into a RECYCLING BIN. A second later, Nick's "son," FINNICK, emerges from the bin with a bundle of used popsicle sticks. Hopps is mortified.

Hopps watches Nick plop down a big bundle of USED POPSICLE STICKS in front of a MOUSE CONSTRUCTION WORKER.Hopps has now graduated to genuine anger.

Nick hands Finnick a wad of cash.As Finnick drives off in his van, BLARING LOUD FRENCH RAP MUSIC. We discover HOPPS behind it, and she is not happy.Nick points behind Hopps. She turns... no one. She turns back. Nick is gone-- his tail disappears around a corner.Nick walks on, calmly. Hopps hurries up to him.Nick smiles and produces those documents.She's speechless-- How did he get my number so quickly? A RHINO almost crushes her.She looks down. She's landed in wet cement.

She hustled you good! You're a cop now Nick, you're gonna need one of these! Have fun working with the fuzz!

CLOSE ON HER WELCOME MAT: Hopps wipes off her cement covered feet. Then she enters THE APARTMENT -- Hopps turns on the radio. Everybody Hurts plays. She changes the station. A sadder song comes on. She changes the station repeatedly, each song progressively sadder. Finally, she lands on a treacly instrumental that will score the scene. She puts in a microwave dinner: CARROTS FOR ONE. Hopps takes her food (A SINGLE CARROT) and sits at a small table. Her phone rings. INSERT: MOM & DAD FACETIME. Hopps shakes her head, sighs, then puts on a fake smile and answers.THE FACETIME cuts between Bonnie on her phone. Stu will pop in and out of frame.Hopps is still wearing her vest, and her hat is on the chair.She hangs up, defeated. The SELF-PITYING MUSIC comes up full.Judy turns off the music.Off Judy's exhausted look, we: CUT TO:

Hopps, on meter maid duty, thunks a ticket on a windshield.Another meter dings, Hopps puts another ticket on a very small windshield.DING! Another ticket down. A MOTHER HIPPO picks up the ticket, her SMALL CHILD looks right at Hopps.

After what has clearly been a series of these encounters, Hopps repeatedly bangs her head on the steering wheel.Suddenly, a PIG bangs on the cart's window. Hopps startles.Hopps sees a WEASEL running with a bag of stolen goods.

What're you talking about? My shop! It was just robbed! Look, he's getting away! Well are you a cop or not?

Hopps jumps out and gives chase-- ditching her silly vest.The chase is on. McHorn screeches up in his cop car.Hopps slides across his hood.Hopps chases the Weasel, who races through Savannah Central. As Hopps advances, the Weasel ducks into... LITTLE RODENTIA. Thanks to her small size, Hopps follows him in.

Well, hello, step right up! Anything you need... I got it. All your favorite movies! I got movies that haven't even been released yet!

What's it to you, Wilde? Shouldn't you be melting down a popsicle or something?

It's Weaselton. Duke Weaselton. And I ain't talking, rabbit. And ain't nothing you can do to make me.

All right, all right, please! I'll talk! I'll talk. I stole them night howlers so I could sell 'em. They offered me what I couldn't refuse... Money.

Hopps emerges in Little Rodentia, teeming with tiny rodents.Hopps spots the Weasel, who's using two mouse cars as skates. She chases after him, smashing through Little Rodentia. As the Weasel jumps off the top of a mouse building, he knocks it over, but Hopps is able to save them from crashing. Resuming the chase, Hopps jumps off the building-- landing precariously in the midst of a large group of mice.Hopps locates Weaselton, who's safely making his escape on the top of a tiny mouse train.But Hopps won't quit. She takes a short cut and knocks him off the train. Rodents scream and run amidst the chaos.The Weasel throws an ornamental donut at Hopps.But the donut misses and rolls towards some SHREWS coming out of "Mousies."But at the last second... Hopps stops it! Deep breath...Meanwhile, the Weasel spots the bag he was stealing and smugly picks it up, ready to leave.Then out of nowhere, Hopps dumps the donut on his head.

Wait. WAIT! She's the bunny that saved my life yesterday. From that giant donut.

The lobby is overflowing with ANIMALS filing MISSING MAMMAL REPORTS. Clawhauser is dealing with an otter, MRS. OTTERTON.Just then: BAM! The Weasel (in donut) rolls through the front door and hits Clawhauser's desk. It settles, revealing Hopps.Behind her, Chief Bogo yells from the second floor.

Hopps sits in a big chair in front of Bogo, like a kid in the principal's office. Bogo looks over a report.MRS. OTTERTON barges in, with Clawhauser trailing, wheezing.Mrs. Otterton reveals her own sweet little photo of Emmitt with her and the family.Mrs. Otterton races over to Hopps and gives her a big hug of relief. Bogo looks to Hopps, ready to explode.Bogo grunts and ushers Mrs. Otterton back outside.He closes the door and turns to Hopps, furious.Bogo opens the door, to find... Bellwether, hugging Mrs. Otterton.Bogo forces a smile and closes the door, even more pissed.Hopps is taken aback by that for a moment... then nods.

Okay, I just didn't know if you wanted to take it this time, she seems really upset--

My husband has been missing for ten days. His name is Emmitt Otterton.

He's a florist. We have two beautiful children. He would never just disappear.

Take this. Find my Emmitt. Bring him home to me and my babies. Please?

Clawhauser places the Otterton file on his desk for Hopps.Hopps opens the file. It's a single piece of paper. What?Clawhauser takes a bite of his donut and the crumbs land on a picture in the file, drawing Hopps's attention to it.Hopps brushes away the crumbs, revealing a picture of Mr. Otterton on the street. Clawhauser annoyingly slurps from a soda bottle. Hopps squints at the picture, intrigued.Hopps uses Clawhauser's bottle to enlarge the picture. She sees Mr. Otterton holding a PAWPSICLE.DISSOLVE TO:

We find Nick pushing a BABY STROLLER. HOPPS zooms up in her traffic cart, smiling.Hopps looks ahead, Nick has gone around the corner. Hopps pulls in front of Nick and sounds her siren.Hopps holds up the traffic cam picture of the Otter.Hopps' ears droop.She puts a boot on the stroller.Nick smile drops a bit.Hopps clicks a button on her CARROT PEN, which SPEAKS!Nick is utterly speechless.THWAP! Finnick slaps his JUNIOR OFFICER STICKER on Nick.

The Mystic Spring Oasis is new agey, full of incense, etc. A meditating HIPPIE YAK sits with flies buzzing around his head, matching the tone of his ohm. Hopps enters with Nick and they approach the yak (still with his eyes closed).The yak continues his incessant chanting.The yak finally shakes out of his trance and notices Hopps.The Yak looks at Hopps' picture. His eyes go wide, as if he's about to say something really important, and then:The Yak comes around the counter and he IS naked.Nick grins, Hopps isn't pleased.The Yak opens the doors to a POOL AREA, with tons of naked animals sunning themselves, playing in the pool, etc. Hopps' eyes nearly pop out of her head. Nick leans in.

Ooo, you know, I'm gonna hit the pause button right there, 'cause we're all good on Bunny Scout Cookies.

Yeah, Ol' Emmitt! Haven't seen him in a couple weeks. But hey, you should talk to his yoga instructor, I'd be happy to take you back.

Yeah, some mammals say the naturalist life is weird, but you know what I say is weird? Clothes on animals! Here we go.

As you can see, Nangi's an elephant, so she'll totally remember everything. Hey Nangi, these dudes have some questions about Emmitt the Otter.

Nick revels in Hopps' discomfort over the nude animals everywhere. Lots of nude animals. Yax leads them, oblivious.Nangi's engaging in a string of fairly evocative yoga poses.Nangi doesn't want to be bothered. And she's useless. Yax is a gold mine, though! Hopps writes down everything he says.

Uh, Emmitt Otterton? Been coming to your yoga class for like 6 years?

Yeah, he was wearing a green cable- knit sweater vest, and new pair of corduroy slacks. Oh, and a paisley tie. Sweet Windsor knot. Real tight. Remember that Nangi?

Yeah, and we both walked him out and he got into this big ol' white car with a silver trim? Needed a tune up. The third cylinder wasn't firing. 'Member that, Nangi?

Told ya Nangi has a mind like a steel trap. I wish I had a memory like an elephant.

Nick and Hopps emerge.As Nick reaches to take it, Hopps realizes something and leaves him hanging.Hopps gets an idea...

They arrive at the DMV, the "Department of Mammal Vehicles."Unfortunately, every mammal working there is a... SLOTH. INSERT: SLOTH EMPLOYEES taking extraordinary amounts of time to do the simplest of tasks-- stapling, stamping, etc.Nick smiles. Hopps doesn't. They head to Flash's station.Flash doesn't respond. Beat.Hopps looks like she's going to die.Flash doesn't respond... then...Hopps pauses-- cautiously optimistic that he's finished.Beat. Beat.Hopps takes a breath.Mmhmm. 0, 3.Nick laughs at his own joke. Flash doesn't react, then finally raises his head with a smile and....Flash slowly reaches over to the sloth next to him.

A slow DOT-MATRIX printer spits out the address for CAR LICENSE PLATE NUMBER: 29THD03.

Nick and Hopps reach LEGITIMATE ENTERPRISE CAR SERVICE. Hopps tries to open the lock.There's a big gated parking lot which is chained shut... but they can see a few limos parking inside, covered in snow.Nick considers this for a moment.Hopps considers this and sighs, defeated.Hopps then casually throws it over the fence behind her.Nick jumps down onto the other side, but just as he reaches for the pen, Hopps is suddenly right there and snatches it.Hopps cheerfully heads off. Nick watches her, not quite smiling, but he's starting to respect his opponent.

They open the big door, which looks like it belongs on a refrigerator. As they snoop around, Hopps uses tweezers to pick up a clump of fur.What? What?! Hopps looks up, only to see Nick holding some JERRY VOLE CDs.As Hopps rolls her eyes and goes back to collecting clues, Nick lowers the back partition and his eyes go wide.Hopps' flashlight reveals CLAW MARKS covering the back seat.Through the fog on the floor Hopps spots a wallet.They slink back into the back seat. Hopps opens up the wallet to find a drivers license for Mr. Otterton.Nick spots a cocktail glass... it's etched with a "B."Nick tries to put everything back the way he found it.Nick ushers Hopps to the door, but opens it to find two big POLAR BEARS.The polar bears grab Nick and Hopps by their throats......and yank them off screen.

VROOM! A car whizzes by. Inside, Nick and Hopps sit nervously in the back seat, sandwiched between the polar bears-- one of whom casually scrolls through Zoogle Photos on his phone.Pull out to reveal the car passing through the security gate of a residential compound. A POLAR BEAR GUARD lets them in.

Nick and Hopps are shoved into a room that's right out of The Godfather. A POLAR BEAR enters...Now an even BIGGER POLAR BEAR enters......and then another. The BIGGEST POLAR BEAR yet...The huge polar bear growls at Nick, then reveals a tiny chair upon which sits... a TEENY, TINY ARCTIC SHREW... this is MR. BIG. He sounds like Marlon Brando sped up to 78 rpm.Mr. Big holds out a TINY FINGER for NICK to KISS HIS RING. Nick painstakingly does so.Mr. Big motions for Nick to shut up.Mr. Big considers this and makes that little grunt.The Polar Bears snatch Nick and Hopps.The polar bears open a hidden door on the floor, revealing an icy pool beneath.Nick and Hopps are about to be dumped in, when--Nick and Hopps scream and--Mr. Big motions for the Polar Bears to put Hopps down.Hopps and Mr. Big kiss on the cheeks. Nick stares at them... What is happening?

You come here unannounced... on the day my daughter is to be married?

I trusted you, Nicky... I welcomed you into my home... we broke bread together... Gram-mama made you her cannoli. And how did you repay my generosity? With a rug... made from the butt of a skunk. A skunk butt rug. You disrespected me. You disrespected my gram-mama who I buried in that skunk butt rug. I told you never to show your face here again, but here you are, snooping around with this...

You have done me a great service. I will help you find the otter. I will take your kindness... and pay it forward.

Otterton is my florist. He's like a part of the family. He had something important he wanted to discuss. That's why I sent that car to pick him up. But he never arrived.

Otterton. He went crazy. Ripped up the car, scared my driver half to death and disappeared into the night.

My child, we may be evolved... but deep down we are still animals.

A lavish celebration full of arctic animals dancing. We find Nick and Hopps at the head table, next to Mr. Big. They all eat TINY pieces of WEDDING CAKE.Nick and Hopps trade a worried glance. OVER THE FOLLOWING WE CROSS-DISSOLVE TO NICK AND HOPPS WALKING IN THE RAINFOREST:

You want to find Otterton... talk to the driver of the car. His name's Manchas, lives in the Rainforest District. Only he can tell you more.

Nick and Hopps make their way across a mossy rope bridge high above the forest floor. It leads to a moss-covered apartment.

At the door of the DRIVER'S APARTMENT, they ring the bell.Beat. The door creaks open.The door opens to the chain, revealing... MANCHAS is... a HUGE JAGUAR-- but he's been badly beaten up. He has a black eye, and a scratches. Nick and Hopps are taken aback.Off Manchas's look, we CUT TO: A FLASHBACK -- Manchas is driving when he's attacked from the back seat.The car spins out. Emmitt growls at Manchas then runs off. BACK TO: THE CANOPY --Nick and Hopps share a subtle look-- they have no idea what "night howlers" are.Manchas closes the door and starts to unlock a series of deadbolts. Judy gives Nick an impressed look.There's a commotion inside, followed by a scream.The door creaks open just an inch. Nick and Hopps seem startled... Hopps slowly pushes the door open, revealing Manchas in the center of the room, hunched over and grunting.Hopps looks at Manchas. RAAAGH!!! Manchas turns, right at them. His eyes are dilated, he's turned savage! He's poised to pounce on Nick and Hopps.The Jaguar tears after them, he's deranged, primal. Nick and Hopps run! The jaguar is closing in.Nick and Hopps run across the bridge. Manchas closes in.They jump off the bridge to a lower branch. They duck into a hollow log and Manchas follows them.Hopps frantically picks up her police radio.

There was no warning, he just kept yelling about the "night howlers." Over and over, "the night howlers..."

We find Clawhauser showing a handcuffed PERP a video on his phone of pop star Gazelle singing and dancing. A RED LIGHT blinks on the desk phone, but Clawhauser ignores it.Reveal: Clawhauser is dancing on stage with Gazelle.Clawhauser clicks the speaker button and--

It's me! Did you think it was real? It looks so real! It's not. It's just a new app.

When I was a kid, I thought Zootopia was this perfect place where everyone got along and anyone could be anything...

Turns out, real life's a little bit more complicated than a slogan on a bumper sticker. Real life is messy.

We all have limitations. We all make mistakes. Which means-- hey, glass half full!-- we all have a lot in common. And the more we try to understand one another, the more exceptional each of us will be. But we have to try.

RAAGH! Manchas takes a swipe at Nick.As they emerge from the log, Hopps slips, dropping her radio.Nick and Hopps run, sliding around a corner. Ahead is a gondola station.They run to the gondolas. Hopps darts out of Manchas' way, but slips and is headed off the platform when she manages to grab on-- dangling from the edge. Nick searches for her...He tries to hold on to the gondola for Hopps, who is struggling to pull herself back onto the platform.As the gondola pulls away, Nick tries to stop it to no avail.Nick backs up... the jaguar stalks him.The jaguar charges, but before it gets Nick-- clank! It's \* yanked back in place. We see a HANDCUFF on its back paw, attached to a metal post. Hopps cuffed him!The jaguar thrashes, knocking Nick and Hopps over the edge. Hopps barely grabs a vine, but struggles to hold Nick in the other hand. As Manchas growls at them from above, Nick looks at the abyss below. Hopps looks around, her mind racing.Hopps lets go, swinging them over to a netting of vines, kind of on top of each other. They can't believe they're alive. They look at each other, stunned, relieved...Nick and Hopps plummet. They are about to hit the ground, but a vine attached to their legs stops them right before impact. Woo! A convoy of police arrive, screeching in front of them. Out steps... Bogo. Hopps smiles, the cavalry has arrived.MOMENTS LATER -- Hopps leads the cops up to the canopy, full of confidence.Hopps pulls back some leaves to reveal: the jaguar is gone. There is no sign of him... or his handcuffs. It's like it never happened. Hopps' eyes go wide.Hopps turns to Nick, but before he can explain:Bogo extends his arm, waiting for Hopps to hand it over.Hopps looks at Bogo, then looks at her badge, she's about to reach for it, when...Bogo stops, and glares at Nick.Hopps looks at Nick, stunned he's sticking up for her.Nick guides Hopps to a PASSING GONDOLA, motioning her in.The gondola pulls away, leaving Bogo and the rest of the police watching, flabbergasted.

Hopps and Nick both stare straight ahead.Hopps looks at Nick, a little surprised. Nick looks out.DISSOLVE TO:

YOUNG NICK, tiny and cherubic, looks in the mirror. We see MOTHER's paws tying the scout kerchief around his neck.

...so, my mom scraped together enough money to buy me a brand new uniform because, by God, I was gonna fit in.

Young Nick enters a church basement, spots a GROUP OF PREY KIDS, all in scout uniforms. They wave him over.They high five Nick. It looks promising and fun.Suddenly, a BIG KID turns off the lights. Other KIDS switch on FLASHLIGHTS, shining them on Nick like gestapo spotlights.Then, a bunch of KID ANIMALS tackle Nick. Soon, all of the animals pile on, kicking and shoving him.With Nick pinned, the primary mean kid straddles him. Someone hands him a MUZZLE. The mean kid snaps it on Nick's snout.Nick breaks free from the kids. Scrambles away from them in fright. As they laugh, he races out the door.Once out sight, Nick panics as he struggles to remove the muzzle. It won't come off. Finally-- painfully-- he pulls it off and throws it to the ground. He collapses, weeping. THE GONDOLA --Hopps looks at Nick, who avoids eye contact.Hopps touches Nick's arm as the gondola pierces the clouds. The city at dawn comes into view. It's gotten too real for Nick. He abruptly changes the subject.Hopps gives him a chuck on the arm, impressed.

I, Nicholas Wilde, promise to be brave, loyal, helpful, and trustworthy.

No! What did I do wrong, you guys?! No! Please tell me, what did I do wrong?!

If you thought we would ever trust a fox without a muzzle, you're even dumber than you look.

We find BELLWETHER trying to balance a stack of binders while struggling to keep pace with Mayor Lionheart, who is walking quickly in front of her.She almost steps on a LITTLE MOUSE LADY.He continues through a door. Bellwether tries to follow, but the door shuts on her, spilling the binders to the floor.As Bellwether picks up her mess, Hopps and Nick appear.

We're in Bellwether's cramped little office. Nick and Hopps hover over her while she sits at her computer.Nick subtly touches Bellwether's wool puff.Judy swats Nick, but accidentally hits Bellwether's puff.ANGLE ON the computer screen.She motions to a mug that reads World's Greatest Dad Assistant Mayor.Bellwether cringes.Bellwether finally opens her big heavy door and leaves.Nick and Hopps watch the footage from the night before. We can see the jaguar going nuts. Then a BLACK VAN skids up, and some WOLVES hop out.The Wolves suddenly capture the jaguar with a net. Judy GASPS, shocked. Nick is unfazed.The wolves howl...She clicks the monitor... but as the wolves drive off, they disappear through a tunnel and don't come out the other side.He clicks on another camera. Nothing... then... the wolves emerge in the van.Hopps looks at Nick, impressed.Hopps goes back to clicking... we track the wolves through alleys and back roads.

The imposing CLIFFSIDE ASYLUM sits on the edge of a waterfall. Nick and Hopps, hidden on the side of the road, spy from a hundred yards away. Nick and Hopps sneak up to the guard gate, where TWO WOLVES are stationed. Using elaborate hand signals, Nick motions he's going to sneak past first. He gets around the gate, but as he gets close... a wolf sniffs the air... he's onto him. Nick reaches around and grabs a piece of wood to use as a weapon. The wolf moves toward Nick... but before he reaches him... Ooooooooooo! A distant howl grabs his attention. It's Hopps, cupping her mouth to make the howl sound distant. The wolf hears it and can't help but howl as well. Another guard approaches.More wolves start to howl. Nick looks at Hopps, impressed.Nick and Hopps use the distraction to jump the fence and sneak into the complex.Above, they notice a drainage pipe leading into the building.

Nick and Hopps emerge from the drain pipe into the creepy asylum. They're in a large, cavernous room, full of old MEDICAL EQUIPMENT. It's like a combination of an old hospital and a turn-of-the-century zoo.Judy shines her light down a corridor, at the end of which is a metal door with a blue light shining within. Nick nears the door, about to open it... the tension builds and then...

Hopps cautiously pushes the door open to reveal: a room with modern medical equipment. Nick pops up behind her.Hopps rolls her eyes and cautiously enters and looks around.Nick points to the ground, which is scuffed with CLAW MARKS.RAAGH! A SAVAGE TIGER emerges behind the glass of a nearby cage, startling Nick and sending him running to Hopps. Hopps swivels her flashlight to reveal: dozens of reflective eyes. Nick and Hopps make their way down a long corridor of cages, looking for the jaguar.He's still feral, on all fours and pacing in a cell. They continue on, passing three, four, five, cages until finally, in the last cage: a FERAL OTTER. It's EMMITT OTTERTON.Otterton screeches at her and lunges toward the glass.Hopps looks back down the corridor of cells, counting.Before she can respond-- CLICK! A door starts to open, Nick and Hopps retreat, stuck next to a DARK CELL.Reveal: Mayor Lionheart berating the BADGER DOCTOR by his side. He looks serious, intense, tired.Hopps whips out her phone, starts recording.Beep-beep-beep-- Hopps' parents call in. She frantically tries to silence her phone.AN ALARM SOUNDS. The door to the cell Hopps and Nick are in triggers shut. They notice WOLVES approaching.This gives Hopps an idea. She looks at the HUGE TOILET.The Wolves storm in, searching for the intruders... and see the swirling water of a toilet disappearing down the drain. Hopps and Nick fly through the water slide like tubes of the sewer system, cascading over a waterfall. Both scream. They land in the river below. Nick pop up first. He looks desperately for Judy.She emerges, gasping for breath, holding up the bagged phone.

The only animals going savage are predators. We cannot keep it a secret. We need to come forward.

CLOSE ON BOGO'S PHONE: Gazelle and Bogo dance on stage. It's the same app Clawhauser used earlier.Bogo's eyes widen.

Cop cars and helicopters surround the asylum. Hopps, flanked by Bogo and other COPS, leads Lionheart out of the building.Nick hangs back, proudly flashing his Junior Detective badge.

Bogo addresses the press. Behind him, POSTERS of the Savage Animals-- each one MUZZLED.Bogo's voice trails off in the background as Nick and Hopps watch from the side. Hopps bites her nails, nervous.She hands Nick an APPLICATION. Then-- click-- she holds out the carrot pen to him.Bellwether gestures to Judy to come up.As Hopps goes, Nick smiles. He's touched...Hopps takes a deep breath and steps up to the dais.Nick smiles, gives a thumbs up.More disappointed rumbling.On Nick-- huh? The press reacts, too... big time.Nick doesn't like what he's hearing.Nick looks at the posters of the muzzled animals and shakes his head, disbelieving. FLASH BACK to his memory of being muzzled as a child.This sends the Press into an absolute frenzy.Bellwether steps in, eager to put an end to the questions.Bellwether ushers Hopps off stage.Hopps walks across the lobby to Nick, completely unaware that she just started a controversy.Hopps sighs guiltily.He lunges, like he's going to bite her. She flinches and unthinkingly puts her hand on the repellent.He shoves the application at her.As he walks away, he takes off the sticker badge, crumples it and tosses it away.But no one will listen. Not anymore.

At twenty-two hundred hours, we found all these missing animals...

Will more mammals go savage? / What is being done to protect us? / Have you considered a mandatory quarantine on predators?

Two ANCHORS sit in front of a graphic: TUNDRATOWN TRAGEDY.News footage shows a CARIBOU being loaded into an ambulance. Another shot shows a POLAR BEAR in a muzzle.The news story cuts to footage of THE PROTEST: Hopps is caught in the middle of the PROTESTERS, trying to separate them.GAZELLE gives a sound bite to a NEWS REPORTER.Gazelle's interview plays as VO over a series of shots: ON A SUBWAY: Hopps watches a MOTHER RABBIT bring her CHILD close as a LION gets on the train.IN THE HOSPITAL: Mrs. Otterton watches her husband flail like a madman in a padded room. Judy approaches her.On Hopps-- a look of exhaustion and distress. BACK ON Gazzelle's interview--

A caribou is in critical condition, the victim of a mauling by a savage polar bear. This-- the 27th such attack-- comes just one week after ZPD Officer Judy Hopps connected the violence to traditionally predatory animals.

Meanwhile, a peace rally organized by pop star, Gazelle, was marred by protest.

We don't just blindly assign blame. We don't know why these attacks keep happening...

The broadcast plays from Hopps' desk computer. As she watches, Bogo walks up behind her.

Clawhauser sighs and closes his laptop. He loads it into a box of his desk items. Hopps enters.Hopps' face falls. Bogo waits for her in the background.Off Hopps' heartbroken look, we MATCH CUT TO: CLOSE ON: A PHOTO of a SMILING HOPPS. Wider to reveal: The photo is on a PAMPHLET that reads, ZPD: Integrity. Honesty. Bravery.

Hopps looks at the pamphlet. Bellwether sits across from her at her desk.Bogo sits next to Hopps. She looks at the pamphlet again.She removes her badge...Hopps sets her badge on the desk and walks out. Bellwether and Bogo look at one another in shock and concern. FADE OUT.:

Hopps, with a thousand yard stare, works the carrot stand. She wraps some carrots in a newspaper-- Headline: GROWING UNREST DIVIDES CITY-- and hands them to a RABBIT FAMILY.Hopps reads the paper as Stu and Bonnie approach, concerned.Hopps remains fixed on the newspaper and lets out a sigh.Off-screen, BEEP-BEEP.A truck pulls up. Its sign reads: GIDEON GREY'S GOOD BAKED STUFF... With Fresh Produce From Hopps Family Farms.GIDEON GREY, now paunchy, climbs out his truck.He holds out some pies. KID BUNNIES come tearing across the field, bee-lining for the pies. Stu shouts at the kids.Wait. What?Stu gestures to the flowers growing on the edge of the crops.We stay on Hopps as she pieces it together.Hopps races away, then turns back.Stu tosses her the keys to his pick-up. Hopps jumps into the truck, peels out, leaving Stu and Bonnie in the dust.

Hey Judy-- I'd like to say I'm sorry for the way I behaved in my youth. I had a lotta self-doubt that manifested itself in the form of unchecked rage and aggression. I was a major jerk.

Now there's a 4-dollar word, Mr. H. My family always just called them night howlers.

Hopps drives the farm truck to Finnick's van. She knocks.Finnick gives her a reluctant look, then softens.

Hopps arrives at an underpass. She looks around, it's a desolate, sad place.There's Nick, sitting on a lawn chair under the bridge.He gets up, walks under the bridge. She follows.He sighs, but still won't look at her.It seems she lost him, then:Hopps cocks her head. Huh? Nick turns to her... holding her recording pen.Hopps sniffles and wipes a tear from her eye.Hopps leans her head on Nick's chest. He gives her a hug.

We find the weasel selling crappy knock-off merchandise on a street corner.An ARMADILLO CUSTOMER scans an array of blatant knock-off movies like "Wreck-it Rhino," "Wrangled," and "Pig Hero 6."Weaselton flicks a toothpick in her face. Hopps smiles at Nick.

We find polar bears holding the weasel over the ice pit.Reveal: FRU FRU is pregnant.

Nick and Hopps approach an abandoned subway station.They arrive at the entrance and quickly sneak under the gate.

...Just watch it. Doug is the opposite of friendly. He's unfriendly...

They emerge on a platform and spot an abandoned subway car.As they sneak up to it... Hopps pulls open the window and looks inside the car. They both jump into...

They both see the rows of night howlers.Click! A door opens off screen! They quickly hide under a desk as a TOUGH SHEEP LABWORKER enters. He goes through the process of harvesting the pollen, eventually producing a small, blue paint ball pellet of night howler toxin. Nick and Hopps watch it all. The Sheep's phone RINGS.The Sheep loads a gun, cocks it. We see a MAP with pictures of a various animal targets.Hearing this, the pieces of the puzzle start falling into place for Hopps. She looks up at the picture of Otterton-- we FLASHBACK to see Doug hitting him with a serum pellet. Then Hopps looks at Manchas's picture-- we FLASHBACK to that.BAM, BAM, BAM! The goons have returned.Hopps looks around, what is she going to do. As Doug goes to the door to unlock it, Hopps creeps out of their hiding spot.BAM! Hopps kicks Woolter in the back, knocking him into the other two Thugs. Hopps locks the door.The Thugs start banging on the doors.Nick picks up the case.Hopps rushes to the control room, tries to start the engine.The train starts moving.

You got Doug here. What's the mark? Cheetah in Sahara Square. Got it.

Serious? Yeah, I know they're fast. I can hit him. Listen, I hit a tiny little otter through the open window of a moving car.

Yeah I'll buzz you when it's done. Or you'll see it on the news. Ya know, whichever comes first.

Nick and Hopps race away, feeling fairly confident.Nick blows the train whistle.Things are looking up, when: BAM! Woolter just busted into the car. Nick slams the door closed right before Woolter gets to them.Noise from the roof above them... BAM! BAM! BAM!Uh-oh. Jesse busts through the window. He's stuck, but flailing at Hopps. Nick tries to pull him away.Nick gets punched backward and notices Woolter charging toward the door at full speed. Right before Woolter arrives, Nick pulls the door open.Woolter's momentum carries him into Jesse-- dislodging him onto the tracks. Hopps is knocked out the window, but grabs onto Woolter's horn. Hopps tries to hang on as the subway car hurtles down the tunnel.Jesse dives to safety and Hopps gets bucked up onto the top of the train. Nick takes the wheel as the train emerges above ground. Hopps looks up to see... Another train coming toward them... on the same track! She sees a turn-off switch ahead.Woolter sees the train coming and tries to get unstuck, but he can't. He struggles like crazy.Then, at the last second, Hopps appears next to him:Hopps kicks Woolter off the train and he lands perfectly on the turn-off switch on the tracks below. At the last possible second, their train switches tracks-- just avoiding the oncoming car. Except...The train derails as it takes the curve. The night howlers catch fire.Hopps and Nick dive out of the car and onto a subway platform... Just as the lab car EXPLODES.A second loud EXPLOSION. The train is destroyed.Nick holds up a case-- containing a gun and a pellet.Judy SMACKS him on the arm. Hard. Nick grimaces.

Nick and Hopps race through the empty museum. The ZPD entrance is just ahead.They're going to make it.Judy and Nick stop and turn. There's Bellwether, standing behind them with TWO RAM COPS.Hopps turns toward the ZPD. Uh oh. One of Bellwether's RAMS is blocking the way. Nick just now gets what's going on.They take off-- away from the ZPD-- down a dark corridor.Hopps looks over her shoulder as she runs-- not seeing a sharp WOOLY MAMMOTH TUSK sticking out. It slashes her leg, knocking her off her feet.Nick goes to her. Her leg is bleeding badly.He carries her behind a pillar.Nick digs a handkerchief from his pocket. A few BLUEBERRIES fall out with it.Bellwether finally appears, flanked by the Rams.WITH BELLWETHER & THUGS -- Bellwether talks as they look for Hopps and Nick...Bellwether sees a SHADOW-- RABBIT EARS. She gestures to the RAMS-- there they are.The Rams are about to pounce on Hopps and Nick... only to find the shadow is coming from a MUMMIFIED JACKALOPE being illuminated by a shop light.Hopps and Nick are making a run for it. They're going to make it to the ZPD! When suddenly... BAM! A RAM tackles them both, knocking the case out of Nick's paws. Both of them fall into a sunken diorama. Bellwether, with case in hand, looks over the edge.Bellwether takes the dart gun out of the case, aims at Nick and... THWICK! She darts him.Nick starts to shake and crouch. Bellwether dials her phone.Nick is starting to turn.Nick stalks Hopps, who tries to limp away.Nick lunges. He attacks. Hopps screams. Bellwether smiles.Bellwether looks confused. Nick stands up.Bellwether looks at her gun, in disbelief.Livid, Bellwether sees a blueberry in the gun's chamber.Hopps holds up the carrot pen.Bogo and a TEAM OF COPS burst onto the scene. Bellwether looks to run but there's nowhere to go. She's nailed. CUT TO:

A PREDATOR-PREY news team reads the headlines. FOOTAGE shows Bellwether being led to jail in cuffs and an orange jumpsuit.A FELINE REPORTER, KITTY COWLICK, interviews Lionheart.BACK TO THE NEWS DESK --

Former Mayor Dawn Bellwether is behind bars today, guilty of masterminding the savage attacks that have plagued Zootopia of late.

Her predecessor, Leodore Lionheart, denies any knowledge of her plot, claiming he was just trying to protect the city.

In related news, doctors say the night howler antidote is proving effective in rehabilitating the afflicted predators...

Mr. Otterton, who wakes up into the arms of his wife.She hugs him and he holds her tight. We pull back to reveal Hopps in the room, watching their reunion.

Hopps walks through the CENTRAL PLAZA of ZOOTOPIA. She looks around to see animals coming back together. She focuses on two KIDS: one pred, one prey playing soccer.Hopps kicks the soccer ball with the kids.AT THE ZPD: Hopps enters to find Clawhauser back at his desk, unpacking. What's more-- TWO COPS approach him with donuts.

Reveal: Hopps is giving a commencement address to the GRADUATES of the Police Academy.Reveal: Nick is a cadet. He removes his shades, winks at Hopps.On stage, Hopps readies to pin a BADGE on Nick. As she approaches, they exchange a nod-- a small, sincere gesture. She places the badge, then gives Nick an official salute.Caps are thrown in the air. The music fades out, leaving just the APPLAUSE, which is interrupted by:CUT TO:

Hopps and Nick (now in uniform) sit together among ZPD's finest. Bogo stands at the podium.

Hopps drives. Nick rides shotgun, eating a Pawpsickle.She slams on the brakes. He lurches forward, accidentally jamming the Pawpsickle into his face.They smile wide. They're stopped at a red light, when suddenly-- a TRICKED OUT RED SPORTS CAR blasts through the light! They look at each other and smile even wider. Hopps stomps on the gas. Nick hits the siren. The patrol car takes off...

The fleeing sports car comes to a screeching halt. ANGLE ON the license plate: FST NML. Hopps and Nick exit their car and approach the driver.But when they get to the driver's window...Yep. It's Flash the sloth.CUT TO BLACK:

It's 2:00 a.m. in a major New York law firm. Ten floors of office space in the heart of the Sixth Avenue Canyon. Seven hours from now this place will be vibrating with the beehive energy of six hundred attorneys and their attendant staff, but for the moment it is a vast, empty, half-lit shell. A SERIES OF SHOTS emphasizing the size and power of this organization; shots that build quietly to the idea that somewhere here -- somewhere in this building -- there's something very important going on. MUSIC and CREDITS already mixing with the crazed, manic, express train chatter of --

...Michael. Dear, Michael. Nurse Michael. Dr. Clayton. Secret Hero. Keeper of the Hidden Sins. Of course it's you. Who else could they send? Who else could be trusted? Smoke on the horizon -- hole in the bucket -- voices crying from Milwaukee to Manhattan, "Where's our hero?" "Where's our Cleanser Of The Hidden Sins?" And here you are, sleeves rolled up, lips sealed -- broom -- dustbin -- bankroll at the ready! Fifties, is it still fifties? When you came to Boston, you remember? God, you must've had a thousand of them! The cash -- the smile -- the quiet word in the corner -- of course it's you, Michael, who else could it ever be? But Michael, please, before you sweep, please just hear me out -- just try -- because it's not like Boston -- it's not an episode -- relapse -- fuck up -- I'm begging you, Michael, make believe it's not just madness, because it's not just madness --

-- I mean, yes -- okay, yes -- elements of madness -- the speed of madness -- yes, the occasional, euphoric, pseudo- hallucinatory moments that, yes -- fine -- agreed -- distracting -- nostalgic -- all of that --

-- but that's just the package -- the plate -- think of it as a tax -- The Mania Tax -- The Insanity Tax -- or like advertising on TV -- it's the freight -- the weight -- it's the price of the show --

-- just please, just hear me out, Michael, because I swear to you, this is so much, so very much more, than the ravings of some hypo-maniacal, bipolar attorney --

-- Two weeks ago I came out of the building -- I'm running across Sixth Avenue -- there's a car waiting -- I have exactly thirty-eight minutes to get to Laguardia,and I'm dictating -- there's this frantic associate running to keep up --

-- we're in the middle of the street -- the light changes -- the traffic -- unleashed -- it's coming -- serious traffic -- but there I am -- I'm babbling -- my mouth -- I can't stop -- some ridiculous, involuntary part of my brain just keeps going -- I'm standing there dictating this trade secret,

...and there, Michael, in the middle of Sixth Avenue -- as I stood there jabbering -- and this poor young woman is screaming -- traffic speeding toward us -- I looked at my hands and my suit -- my briefcase -- and it came to me -- came over me -- through me -- the overwhelming sensation -- the feeling -- the fact -- that I was covered with some sort of film -- an oil -- an ooze -- my hair -- my face -- like a glaze -- a coating -- and at first I thought, "My God, I know what this is, this is some sort of amniotic, embryonic fluid - - I'm drenched in afterbirth -- I've breached the chrysalis -- I've been reborn." --

-- but the traffic -- this stampede -- cars -- trucks -- the horns -- the screaming associate -- I'm thinking, "No -- reset -- this cannot be rebirth. If anything, this must some giddy illusion of renewal that happens in the final instant before death." --

-- and then -- in the fraction of a moment it took for that idea to form -- I realized all of that was wrong, because I looked back at the building and had the most stunning moment of clarity...

...I realized, Michael, at that moment, that I had emerged -- as I have done nearly every day for the past twenty- eight years of my life -- not through

-- not through the portals of our huge and powerful law firm, but rather from the asshole of an organism whose sole function is to excrete the poison -- the ammo -- the defoliant -- necessary for even larger and more dangerous organisms to destroy the miracle of humanity --

-- and that I have been coated with this patina of shit for the better part of my life and that the stink and stain might in all likelihood take the rest of my days to undo --

...even this, Michael -- even now -- that you're here -- there's a reason, a reason it's you -- every reason -- surely you can sense that -- how it pulls together -- how it gathers -- Nurse Michael -- Secret Hero -- Keeper of the Hidden Sins -- tell me you can see that, Michael, for God's sake...

...and yes -- I mean, okay, the nudity -- the parking lot -- I admit it --

therapeutically, it was useless, because Michael, I swear, if I stood there and peeled off my fucking skin I couldn't get down to where this thing is living...

...Six years, Michael! Six years I've absorbed this poison! Six years -- four hundred depositions -- a hundred motions -- five changes of venue -- eighty-four thousand documents in discovery!

...Six years I've steered this beast, Michael -- six years of stalling and screaming and scheming and...

Michael. Look at me, Michael. Look at me and make believe. Make believe it's not just madness. Because it's not just madness...

...I mean, yes -- okay, yes -- elements of madness -- the speed of madness -- yes, the occasional, euphoric, pseudo-hallucinatory moments that, yes -- fine -- agreed -- distracting -- nostalgic -- all of that -- but that's just the package -- the plate -- think of it as a tax -- The Mania Tax -- The Insanity Tax -- or like advertising on TV -- it's the freight -- the weight -- it's the price of the show...

A XEROX MACHINE -- cranking out high-speed copies -- ten pages a second flashing before our eyes -- all information a blur except for the letterhead which is constant: ATTORNEYS AT LAWA HUGE EMPTY OFFICE BULLPEN. CUBICLES AND WORKSTATIONS.A LONG, DARK CORRIDOR. A CLEANING CREW IN THE DISTANCE.DOCUMENT AREA. ODD THIS LATE. THREE ASSOCIATES STACKING PAPERWORK ONTO A TROLLEY --A SENIOR PARTNER'S OFFICE. A SECURITY GUARD SNEAKING A SMOKE IN THE DARK BY AN OPEN WINDOW.AN OFFICE PHONE. TWELVE LINES BLINKING IN THE DARK.ASSOCIATE #1 WHEELING THAT DOCUMENT TROLLEY PAST AN EMPTY BACK OFFICE KITCHEN.A MAINTENANCE WORKER VACUUMING A LARGE RECEPTION STAIRCASE.THE WORD PROCESSING DEPARTMENT. TWENTY PEOPLE -- ACTORS, DANCERS, ARTISTS, INSOMNIACS -- THE GRAVEYARD SHIFT HAMMERING OUT OVERNIGHT LEGAL PAPERWORK.RECEPTION LOBBY. ASSOCIATE #1 WHEELING THE TROLLEY OFF THE ELEVATOR.ANOTHER EMPTY HALLWAY. A BANQUET TABLE LITTERED WITH THE PICKED-OVER REMNANTS OF AN ALL-NIGHT CATERED FEED.AND NOW -- WIDER TO FIND -- ASSOCIATE #1 WHEELING THE TROLLEY TOWARD BIG DOORS AT THE END OF THE HALL --AN ATTORNEY HUDDLED OVER HIS MOBILE PHONE, SEEING THE KID COMING, HELPING HIM BY OPENING THE DOORS, as --

-- and do you know what I did next? I took a deep, cleansing breath. I set that notion aside. I tabled it. I said to myself, "As clear as this may be -- as potent as this may feel -- as true a thing as I believe I have witnessed here -- I must wait. It must stand the test of time."

The big room. Bright. Teeming. FORTY PEOPLE jamming an all-night deadline: ATTORNEYS -- PARTNERS AND ASSOCIATES -- PARALEGALS -- ASSISTANTS -- ACCOUNTANTS -- working groups bunkered around a huge table covered with paperwork and laptops and coffee mugs. Several document "villages" piled around the room. The credits have wrapped. Arthur Edens has stopped talking. And if there's music, that's stopped too. We're live. BARRY GRISSOM coming around the table. He's maybe fifty. A killer New York lawyer in his prime. Litigator. Senior partner. Always wrapped a little tight and this moment is no exception -- slowing now and...MARTY BACH looks up from his papers. He's seventy. It's his name on the door. Big power. Sweet eyes. A thousand neckties. A velvet switchblade.BARRY kneeling there, hanging on every word --

I've got that cunt from the Wall Street Journal on line eight. I told her you were in Bermuda, but I'd try to patch you in...

"Marty, hi, it's Bridget Klein. Look, we're going with a story tomorrow about a settlement in the U/North defoliant case. You want to comment?"

The case you're referring to, is now, as it has been for the past six years, pending and unresolved. Until our client has their day in court or the plaintiffs come to their senses and drop the suit, I'll have nothing of value to tell you.

"Come on, Marty, Barry's telling me you're off at some conference. I know for a fact you're in the office right now with like six hundred people trying to push this thing through."

Here's what I know: your deadline was twenty minutes ago, so either you're fishing for a story or trying to get out of writing a retraction. In either case, I wish you well...best of luck...

Arthur Edens just stripped down naked in a deposition room in Milwaukee.

...we've been waiting for you... they're all in there, I'll be in...

...I'm not gonna start negotiating against myself, if he's got a number he likes he's gonna have to back it up. I'm not getting U/North all fired up if he doesn't have his people in line...

In principle. Don Jeffries wants us on the phone in half an hour.

I tried to explain about Arthur. They're a little short on sympathy at this point.

-- so either we cap the interest on the primary trust or somebody figures out how to split the custody fees --

Look, I agreed to this, okay? But there's rules now. You want the contract, you're signing a confidentiality agreement and it's gonna be retroactive and it's gonna be bulletproof. Because Marty's too nice to say it, but with everything you know about this place and the clients and the people who work here, it makes things just a little too weird when you come in and ask for eighty grand.

I want all this -- everything here -- I want it all boxed up and sent to my apartment.

Barry's going to take over on U/North. We've all got a lot of grovelling to do with these people.

You know what? We've got six hundred attorneys in this building. Let's find out which one of them knows the most about psychiatric commitment statutes.

Who's gonna stop him? You know what I just heard? He's calling these plaintiffs now -- this woman from the deposition? -- he's calling these people -- he's got these discovery documents stashed away here...

It's a fucking nightmare. I've been trying him all morning, you can't even leave a message, he's got the whole machine jammed up.

and everyone who needs to, will have been reminded of your infinite value.

It's got to be an accident. No note? Arthur without a note? Guy couldn't

You live this long, you're supposed to get something out of it. What did I get? I'm still horny and vain and afraid to die. What do I know about anything?

Thirty years I know Arthur. Good years. And what I feel right now? If I'm honest? I can't even say it it's so awful.

Your phone is off. There's too much going on for your phone to be off.

So I wanted your input, but I couldn't get you and I had to pull the trigger. I put Bob Nast and Kim -- which is probably a mistake -- they're gonna try to pull together a memorial service by the end of the week. I told them to call you if they need help, okay?

So we cut a check for you this morning, but there's some strings attached. And Barry, there's no way around it, he's got to be involved.

This is news? We're defending cancer for crissake. The case reeked from Day One. Fifteen years in, I've got

We don't straighten this settlement out in the next twenty-four hours, they're gonna withhold nine million dollars in fees they owe us. Then they're gonna pull out the video of Arthur's flashdance in Milwaukee and sue us for legal malpractice, except there won't be anything to win because by that point the merger with London will be dead and we'll be selling off the furniture.

That's eighty. We're calling it a bonus. You're getting a three year contract at your current numbers. That's assuming this all works out.

A CORPORATE LOGO -- embossed on a high-quality, Kevlar, travel tote: u/north "we grow your world together" THE U/NORTH BAG on a shelf above a row of sinks. Water running. But no one there. Stalls in the mirror and --

KAREN CROWDER sitting fully dressed on the john. She is Senior In-House Counsel for the largest agricultural/chemical supply manufacturer on the planet. She is hiding here. She is trying to fight off a panic attack using a breathing exercise she read about in an airline magazine. As we hear:

MICHAEL CLAYTON'S FACE -- A PHOTOGRAPH laminated onto a Kenner, Bach & Ledeen ID card -- FILLS OUR FRAME. It's a man's face. Son of a second-generation cop's face. Father of a ten-year-old boy's face. A face women like more than they know why. The good soldier's face. THE ID CARD just one of several objects sitting at the bottom of a shitty plastic basket. Also here: one roll of breath mints, two mobile phones, business cards, too many keys on a Mercedes security pendant keychain, and one heavy-duty steel Rolex. PULL BACK TO REVEAL THREE OTHER BASKETS ON THE TABLE. Three other sets of personal objects. A SMALL HOLSTERED GUN in one of the collections. A stack of empty baskets to the side. WE'RE IN A CHINATOWN CASINO. A basement hideaway on a dead night. TWO BORED CHINESE BOUNCERS sitting with the plastic baskets beside a walk-through metal detector. Only one of the room's ten tables is lit tonight. In the background, a Cantonese Announcer calling the first race at Happy Valley and -- MICHAEL CLAYTON glancing at his four hole cards. Four up cards in the middle of the table. The game is Pot Limit Omaha and the eyes are weary tonight.THE DEALER is Chinese and all business -- looking to --PLAYER #3 has a bad toupee and a plumber's flashroll --PLAYER #4, a Chinese landlord -- already pushing his cards away -- he's folding --MICHAEL shakes his head. He's out. PLAYER #2 right behind him. THE DEALER starts gathering cards for the next hand.MICHAEL just posts his blind. Tune him out.Cards coming out as we -- ANGLE ON THE BASKET WITH MICHAEL'S STUFF. THE PAGER starts vibrating. A moment later, THE CELL PHONE starts ringing and --

We played a couple times that lamp place. On Bowery. That guy's showroom. All the lamps and shit?

That's it. You had a restaurant you opened, right? On Franklin? Cause my old partner bid that job, the plumbing. You don't remember me?

I want to listen to Larry King, I'll go home and put the fucking TV on.

Mr. Greer, we don't have a great deal of time to work with here.

What interests me right now is finding the strongest criminal attorney that

You need a trial lawyer. Someone to see this all the way through. That's not what I do.

We don't have time for Walter. Your options here, they're gonna get smaller very quickly.

I'm suggesting you go local. I'm telling you there's several people up here I like for this.

Mr. Greer, you left the scene of an accident on a slow weeknight, six miles from the State Police barracks. Believe me, if there's a line, you're right up front.

Look, I don't know what Walter promised you, but whatever it w--

Cops like hit and run cases. They work them hard and they clear them fast. Right now, there's a BCI unit picking paint chips off a guardrail. Tomorrow morning they're gonna be looking for the owner of a custom- color, hand-rubbed, green Mercedes SL 500. This guy you hit, if he got a look at the plate, it won't even take that long.

There's no play here. There's no angle. There's no champagne room. And I'm not a miracle worker, I'm a janitor. So the math on this is simple: the smaller the mess, the easier it is for me to clean up.

Right. And by the time I finish it you're gonna be onto something else.

He's upstate. His wife took him back. He's living in his in-laws basement.

Sure. He's got the two kids with her. He's got Jennifer, the coke- dealing waitress he knocked up -- four Michelin snow tires he boosted from my sister's garage...

Which is what the guys who really know what's going on always say to cover their tracks.

The Beverly Fund's looking for a new Director Of Communications. I gave them your name, I hope you don't mind.

You want to go off your medication? Fine. But you call me first.

FOUR YOUNG LAWYERS. Two first year associates. One third year. One fifth. Familiar faces from the deposition video.

This is very simple. Arthur's got a chemical imbalance. He's supposed to be on medication. He fell behind with that. He's back on the mend. He'll be fine in three, four days.

Nothing's on hold. You just do what you were planning on doing. The other side wants to talk about it, let them call New York, okay?

is your case. He skipped his pills. He had a bad day. It's that simple.

His last episode was eight years ago. I was there. I helped bring him home. I watched him get better.

I mean, c'mon...you didn't hire Arthur for his low-key regularity. You took him because he's a killer and he's brilliant and he's just crazy enough to grind away on a case like this for six years without a break.

You get to New York, you know you're coming -- you need tickets, a game, whatever, give me a heads up.

Don't worry, Arthur, if anybody can explain it to them, it's you.

Yeah, what I'm wondering, I've got an option on the lease for six more years. You know the space, I'm wondering if you think there's any chance I could lay that off? Is the lease worth anything?

Eighty-nine hundred a month. I mean, the fixtures are gone, but the bar, the kitchen, it's great space...

He booked a limo from Newark airport at three. He got out at West Fourth Street, tipped the driver fifty bucks, and walked away.

It's a loft. There's no doorman. I rang, nobody answered. I call, I get the machine.

Because the laws in the State Of New York set a pretty high threshold for involuntary commitment.

I was gonna say when were you gonna tell me, but I guess that's what you're doing.

Jeff Gaffney's wife starts this affair with their contractor in East Hampton. It takes about a month, the guy realizes she's crazy, he tries to break it off. She gets drunk. She drives out to his house, takes a road flare and tries to torch his truck. She's just so fucked up she doesn't see the two Dominican kids sleeping in the garage. One guy it turned out okay. The other one needed a lot of help.

...what happened this morning -- yesterday morning -- whatever it is -- forget it, okay? Someday we'll laugh about it, right? But you gotta get back to me here, okay? And soon.

Arthur, look...I'll tell you what -- because you said it yourself -- part of this is definitely madness, right?

...but we came to this, Arthur, we had choices. It didn't just happen overnight. You can't just suddenly say, "Hey, sorry. Game over. I'm into miracles now."

Goddamit, Arthur, pick up the fucking phone and talk to me! Whatever the hell else you think is so important right now, you better let me help you on this, because I'm telling you straight up here, janitor to janitor, I don't see anybody else with a broom on the horizon.

Gabe, this was the day before yesterday, okay? Let me get my ducks in a row here.

-- stay right here -- lock the doors -- I'll be right back -- don't move! --

How do I talk to you, Arthur? So you hear me? Like a child? Like a nut? Like everything's fine? What's the secret? Because I need you to hear me.

Then hear this: You need help. Before this gets too far, you need help. You've got great cards here. You keep your clothes on, you can pretty much do any goddamn thing you want. You want out? You're out. You wanna bake bread? Go with God. There's one wrong answer in the whole pile and there you are with your arms around it.

You thought the hotel was overwhelming? You keep pissing on this case, they're gonna cut you off at the knees.

I'm out there trying to cover for you! I'm telling people everything's fine, you're gonna be fine, everything's cool. I'm out there running this Price- Of-Genius speech for anybody who'll

Wisconsin and you're messing with documents and God knows what else and --

You chased this girl through a parking lot with your dick hanging out! You don't think she got off the phone with you and speed-dialed her lawyer?

here. You need to stop and think this through. I will help you think this through. I will find someone to help you think his through. Don't do this. You're gonna make it easy for them.

And nothing's closed, okay? I sold everything but the walls and we're still short. So don't talk to me about Pam and the kids. I've got my hands full. If it was you, he'd be in traction.

I haven't bet a game in over a year. I haven't been in card room in ten months.

I gambled on the bar. I bet on Timmy and he wiped me out. That was my big play, okay? I put up my walk-away money and it's gone and I'm scrambling.

Uncle Timmy -- and I mean this -- on his best day, he was never as tough as you. And I'm not talking about crying or the drugs. I'm talking about in his heart. You understand me?

Big Tim...Uncle Boss...all his charming bullshit. And I know you love him. And I know why. But when you see him like this, you don't have to be afraid, because that's not how it's gonna be for you. You're not gonna be one of those people who goes through life wondering why things keep falling out of the sky around them. You have some real steel in you Henry. Inside. I see it every time I look at you. I see it right now.

I don't get that either. One minute he's so pumped up he's gonna take on the world, twelve hours later he's sucking down pills? Why?

You think maybe he was disappointed? Let's say he knew that you'd told somebody else about all this. You think that might've, in some crazy way, that he'd be disappointed by that?

The building's empty. I was quiet. I was there maybe six minutes. Who called it in? Does that make sense to you, that happening like--

I'll give you fifty bucks to keep the rest till the end of the week.

U/North. What if Arthur wasn't just crazy? What if he was right?

What would they do, though, if they thought Arthur was gonna go public?

If I was gonna shake anybody down, Barry, I'd come right to you. And it wouldn't be for eighty grand.

Did you read to the end? You see who signed it? Let's go in that ballroom and ask Don Jeffries if he wants to pass the hat for a worthy cause.

Let's make it easy. Let's call it five to forget about Arthur's murder.

Great. And the other five million is to forget about the four-hundred-and- sixty-eight people who got wiped out by your weedkiller.

Guy plays nine hands and walks away? What'd I do? I scare you away?

Ascending. MICHAEL leaving in a hurry. Strapping on his Rolex, trying to read the pager and --

A BLACK MERCEDES comes alive -- lights flaring as the alarm disables and --

"-- no, that's the first thing I asked him -- no, he's sober --"

"-- so, Michael, I mean, you're on it now, right? Because this guy, he's a huge client -- this is half my book, this guy, okay?"

"Let me give you my number in Bermuda, I gotta call him right back and let him know you're on the way."

MICHAEL trying to drive and mess with the GPS UNIT on his dashboard. Something's wrong with it. He's tapping on it and THE SCREEN is flickering on and off -- finally, fuck it -- he slaps the GPS away -- steps on the gas and --

THE DAMAGED FRONT BODY PANEL OF A MERCEDES. Dented in. MICHAEL'S HAND -- his pen -- examining the freshly-chipped paint, until -- MICHAEL stands. We see him now. The Mercedes just one of half-a-dozen luxury vehicles lined up here in this bright oversized garage.

Mega kitchen. The scale and taste of real wealth.MICHAEL on a stool at the island. MRS. GREER standing by herself. Nightgown pulled tight. Her second tumbler of Scotch.MRS. GREER silent. Numb.MR. GREER's anxiety sharpening. Arrogance under siege.There it is. And MR. GREER doesn't like it one bit.This awful pause. MICHAEL wielding the silence like a club.Like that -- THE PHONE RINGS -- harsh -- sudden --THE PHONE STILL RINGING and --MICHAEL on hold. Silence now. MR. AND MRS. GREER parked like glaciers. Broken glass in the sink.

What they did, you see, they changed the grade there. They widened the street, I'm sure someone told them they were making an improvement...

But now, you see, when it rains? With this new angle, and they put these new these sodium lamps -- it's blinding, that turn there. Just blinding.

And this, it's not just tonight. I've been saying this for years.

So the circumstances, road conditions, none of this holds any interest for you?

I want to get him back on the phone, get him into the mix. Because, I'll be frank, I'm not sure I like the way this is going.

I've been a client at Kenner, Bach for twelve years! You think I pay that retainer every month for a place at the back of the line?

I can get a lawyer any time I want! You think I need you for that? You think we're sitting here forty-five minutes waiting for a goddam referral?

That's a direct quote. That's Walter twenty minutes ago, okay? "Hang tight, I'm sending you a miracle worker!"

About what? That you're the firm's fixer? Or that you're any good at it?

You add the lights -- the rain -- the angle -- what kind of person's out running in the street in the rain at midnight? Answer me th--

GLASS SHATTERS! -- MRS. GREER just hurled her highball into the sink. Staring at her husband. Silence, until --

One hour later. MICHAEL leaning on the MERCEDES, munching on a loaf of stale French bread. Looking over, as JERRY DANTE, local criminal attorney, comes out of the house --JERRY nods. Okay. But lingering a moment, because --

I talked to my guy at the State Police barracks. Better we go over there and surrender and they can tell the town cops to kiss off. This kid he hit, he's a waiter at one of those clubs along the strip there. He's stable. I guess they're putting some pins in his hip. Good news is he got busted selling pot last year, so we got something to work with anyway.

So, Michael, look, I was thinking of you last week. My cousin Frank, from Brooklyn Kings, right? He's out in Nassau now. They got an opening on the probate bench. He's kind of going for it.

I talked to my guy at the State Police barracks. Better we go over there and

MICHAEL driving. Escaping. Running from more than Mr. Greer and Jerry Dante. More than just a bad night boiling behind his eyes. Driving hard and wild. Turning suddenly and --

MICHAEL -- turning again -- aimless -- windows open -- cold air whipping through -- braking suddenly -- impulsive -- turning -- suddenly -- faster now and --

First light. A smaller road. THE MERCEDES speeding past large estates tucked back in the fog and deep woods.

A HUGE OPEN PASTURE. Surrounded by forest. The sun just starting to rise. Cold mist hanging over the whole valley. Nothing but gray and green. Stark. Perfect. THE MERCEDES speeding toward us -- climbing around the turn - eating up the valley road that runs along the pasture -- but suddenly the car is slowing -- braking hard and --

MICHAEL getting out of the car. Standing there. THREE HORSES poised at the crest of the pasture. Hanging there in the fog like ghosts. MICHAEL jumping the fence. Walking slowly into the field. Behind him, the MERCEDES with the engine running. THE HORSES aware of him now. Watching him come. MICHAEL'S FACE as he walks. And later on we'll understand than anything to see one pure, natural thing, and by some miracle has found his way to this place. The wet grass and cold air and no coat -- none of it makes any difference to him right now -- he's a pilgrim stumbling into the cathedral. And he stops. Just standing there. Empty. Open. Lost. Nothing but the field and the fog and the woods beyond. THE HORSES staring at him. MICHAEL staring back. And just like that... THE MERCEDES EXPLODES! THE HORSES already running before MICHAEL can turn back -- pieces of the car that have been blown into the sky still raining down before he's fully grasped what's happening -- MICHAEL simply shocked. Senseless. Standing there frozen. Stunned. What just happened? The car -- his car -- is gone -- just like that. MICHAEL looks around. Looks back. He should be dead. He is not. When THE GAS TANK EXPLODES! And suddenly it's clear. All that staggered chaos in Michael's eyes suddenly replaced with steel. He should be dead. He is not. And now he's walking. Toward the car. Walking faster. Determined. And suddenly he's running -- running toward the fire. Faster and faster, as we... DISSOLVE TO

A COMPUTER MONITOR. A screen saver. Dragon-Slaying Wizards, Orcs, Nordic Elves, Samurai Gnomes -- all spinning across the monitor in perpetual slow motion. And every few seconds these words appear: WIDER TO REVEAL The small room of a typical pre-war West End apartment. Loft bed. Parquet floor. Paint-chipped radiator. All of decorative theme: Fantasy. Books, games, posters, models -- hundreds of mythical lands, creatures, weapons and journeys are stacked, pinned, piled and catalogued everywhere.

HENRY CLAYTON is ten -- small for ten -- all bones and intelligence. He's hustling around, stuffing things into his already bulging backpack -- rushing off, taking us with him into --

HENRY scrambling through a hallway clogged with books and bookshelves -- a clutter of intellectual/domestic funk -- bringing us quickly to the kitchen and IVY, Michael's ex- wife. She is 38. Her youthful beauty perhaps a bit too delicate for life's perpetual harassments. GERALD was Ivy's doctoral history professor, now he's her second husband. He's feeding SOPHIA, their eighteen-month old daughter.IVY about to fire back. GERALD waving her off. Let it go. Feed the baby. Save your strength.

...and the town, it's not even a town, really, it's just like this camp where these people have gathered to hide, right? All these deserters and guys that got cut off from their armies, all these people that were hiding in the woods and trying to stay alive, this is where they all came. There's Thieves, Gray Mages, Unbidden Warriors, Dark Avians, Riverwynders, Sappers -- there's like fifteen kinds of characters, okay?

So basically you have all these characters who don't know each other and they don't know why they're here and nobody has any alliances, okay? Whatever alliances you had before are gone. You can't even say who you are, because you don't know, maybe the person you're talking to, maybe they were like your mortal enemy in the wars. So it's just completely like

It's not just the deck and legend books, it's a massive player online RPG and they're gonna do gaming figures too. They worked on this for like six years.

That's the chapter! That's what it's called. "Summons to Conquest." Seriously, that's the title.

-- yeah, but then later they do, so if you're gonna read it, I don't want

MICHAEL in the Mercedes stopped at the corner. The good suit and tie.

...so no one's even sure exactly where they are because there's no border or landmarks or anything...

MICHAEL driving. HENRY shotgun.MICHAEL fighting distraction. HENRY so eager and serious.MICHAEL glances over. The boy just aching with sweetness.But they're here. MICHAEL to the curb behind school vans.HENRY getting out of the car. MICHAEL watching his son lug his backpack down the sidewalk and into the school. MICHAEL holding a smile, ready with a final wave goodbye. And then

A restaurant/bar near Foley Square. TIM'S was a sweet- looking, pubbish tavern that's gone out of business. Several vans double-parked outside as we hear --

...lot 37, two Fryolater six gallon units. They're new, they're clean, let's start five hundred the pair...

FIFTEEN BUYERS bunched like starlings around the AUCTIONEER. Men with clipboards. Equipment all tagged and stacked and ready to roll.

...five hundred, I've got five -- five-fifty. Six. This is two units, folks. Six, I see six-fifty. Seven...

Dark. Stripped down. Stools, blenders, cash registers -- everything stacked and tagged. MICHAEL alone at a table. Sounds of the carcass being picked over in the BG. GABE ZABEL, loanshark, enters from the kitchen.A body blow. MICHAEL trying to hide the impact.MICHAEL nods. Suck it up. Be a man.ZABEL nods. His version of sympathy.Enough with this. They both have places to be.MICHAEL nods. THE AUCTIONEER still at it, as --

Michael, look, you want to front this, that's up to you, but Timmy's name stays in the book until we're clear.

I had a wife was a drunk. Beautiful girl. Young girl. But live like that? Even they do a program. I think she did once two years. It's like you're strapped to a bomb.

That's what I'm saying. They slip? Forget it. They don't give a shit, they're stoned. It's everybody else who's got a problem.

For you? I don't know. I didn't think it was gonna be a problem.

They look at seventy-five. They look at you. They're wondering what the problem is. Now you say twelve. That's just gonna make people nervous.

He finds out you're playing cards with his money. There's no dialogue after that.

Do everyone a favor. Get out the treasure map and start digging. You got a week.

MICHAEL'S ID CARD swiping the scanner. KENNER, BACH & LEDEEN LOGO by the elevator bank and --

MICHAEL making it as the doors close. Three lawyers in here. Dominant power is JEFF GAFFNEY. Big blowhard partner.Both men instantly into a superficial, glad-hand familiarity.BRINI GLASS nods hello. She's a young polished, go-getter. The guy standing beside her a chilly, forty year-old Brit --ELEVATOR DOORS CLOSE. MICHAEL, alone, drops the punchline smile. Heading toward his office as we begin to hear --

Michael's the guy who actually knows everything that's really going on here.

...look, Del, I don't know how hard to press here. You're gonna have to let me know how brave he wants to be.

Well, I'm not sure how brave he can be right now. We just got a confirmation hearing scheduled for the end of the month.

A large corner twenty stories high. Midtown looming through windows. Probably the best office on this floor. But it's not a partner's floor. More comfortable than flashy. More clubhouse than a place to bring clients. WALLS COVERED WITH PHOTOGRAPHS AND MEMORABILIA. A cluttered mix of banquet handshake pics and framed family snapshots. Two decades of testimonial horseshit and tribal gatherings. MICHAEL pacing and THE CAMERA WANDERING as --TIME CUT Later. New call. MICHAEL pacing. Speakerphone now.TIME CUT Later. New call. MICHAEL still on speakerphone.Silence. Tone shift. MICHAEL waiting.TIME CUT Later. New call. MICHAEL by the window ---- it's retail, Evan, it's like DMV over there, unless they get a call from a District Supervisor nobody moves --(she's staring like, A PHONE starts ringing now from behind her -- PAM Even if we are, even if they merged, it wouldn't effect you, right? MICHAEL Pam, your phone is ringing. She steps out to answer. MICHAEL alone again. Still standing there. Still absorbing this morning's shrapnel, as --

It was in the paper. Who knows? Maybe she got someone to read it to her.

Look, find out his pain threshold and get back to me. I'll take it from there. Or have him call me...

Reckless Endangerment. My client, I think really what they want, they want a reality check on the attorney down there. Wayne said you had some

You know what story I keep waiting to read? The one about the business reporter who's sick of watching everyone else get rich.

-- and none of this comes back to me, right? Cause that doesn't do anybody any good.

Marty Bach's in London. First they said he was in Atlanta, then Lara said he was in the building, so I called back up -- I know you want this meeting -- now she tells me the truth, he's really in London.

Are we merging? Because that's what everyone's saying. All these Brits. That this time it's for real.

Cold morning. Stark windblown flatness. A highway on-ramp in the foreground tells us where we are.

At the moment, U/North currently has seventy thousand employees working in sixty-two countries around the world...

...right now we've got seventy-five thousand employees in over sixty countries around the planet.

...so the volume...the quantity of legal issues is just overwhelming...

You can imagine, the volume of legal issues...it's just enormous...it's...

...it's quite substantial. As general counsel, what I do -- our in-house department -- we analyze the dimensions of the problem or the opportunity, we determine the jurisdiction, and we farm our business to the firms and talent we think can help us the most.

I think everyone has to find their own mix. I like work. I enjoy my job.

Honestly? I think all this concern about "balance" actually creates more stress than...

...your priorities change, you make new plans. But my goal -- right now, today -- is to be the second best General Counsel this company has ever seen.

...and when Don moved up to the boardroom, I never really thought I'd have the opportunity to move into his place...

...because if you're ultimately not comfortable with the responsibility, you're in the wrong place. It's your department. It's your ability to make tough decisions in real time and--

Who's the guy they sent from New York? Clayton. I never heard of him.

He goes from criminal prosecution to Wills and Trusts? He's there thirteen years he's not a partner? And he's the guy they sent?

This was in the parking lot, okay? These people are running for their cars, he's got nothing on but his socks, and whatever the hell your team was doing to stop this was clearly not working, because --

"I'm sorry. I'm so sorry. I will not sit with this sickness any longer.

I'm calling Marty Bach in the morning. But then you know that...

I'm sorry it's so late. Don said just...I'm not really...I don't know how this works so...

We had an unfortunate warehouse fire five years ago. We lost a number of documents.

Right. That's my question. Short of, whatever else...something more. What's the option for something along those lines?

...there had been a series of overtures from the plaintiffs dating back...

Over the past several months we'd gotten word that the plaintiffs were considering settlement numbers...

-- we'd also discovered that their legal fees were capped at thirty-two percent of the judgement up to four hundred million, and dropped to twenty- four percent after that, so we knew there was this motivational dead zone in the middle for them...

We were informed by our finance team, last June that they'd run the numbers and that the benefits...

...that the tax benefit -- if we could keep the settlement under six-hundred million and get it done this fiscal year -- that the write-off would essentially pay for itself.

We have insisted that Kenner, Bach & Ledeen cap it's fee at fifty million

The package you have before you represents, in my judgement, the very strongest possible position for our company under the circumstances. As Chief Counsel it is my recommendation that the proposal be confirmed.

This...it would have to be a longer conversation...and someplace else...

That would be something that we might be able to do. Five could work.

Ten million dollars. Your bank. As soon as this meeting is over.

Later that morning. KAREN and her boss, DON JEFFRIES, a 60- year-old Corporate titan, on one side of the table. Facing them, A SMALL VIDEO CREW: CAMERAMAN, SOUND, and INTERVIEWER. The filming part of some in-house promotional puffery --

Karen, I've got the whole board sitting in there. What the hell is going on?

DALBERTO and TWO OTHER DETECTIVES are coming quickly from one of the distant empty ballrooms and --

New York power office. BARRY GRISSOM -- the senior partner we met in the opening scene -- he's on the phone, listening to some very shitty news. THREE OTHER ATTORNEYS perched phones around the room. Some major crisis --MICHAEL in the doorway. All eyes rushing to him --

Fifty one minutes later. MICHAEL crossing the tarmac toward a private jet, as we begin to hear the familiar express train chatter of --

The big one out near the airport. And it's SNOWING. Hard. Starting to really come down --A LUXURY VAN whipping up to the entrance. KAREN and her two assistants, MAUDE and TODD, exiting the vehicle. This a well-practiced, military drill: MAUDE rushing for an assault on the front desk. TODD flanking with the luggage and gear.KAREN wasting not a moment, working a cell phone and a call sheet -- a tightened jaw her only surrender to the urgency and crisis of the moment --

A shabby, ugly pisshole. Two chairs. No air. ARTHUR EDENS in the flesh. Late fifties. Brilliance and grace amidst the manic shambles.MICHAEL grabs him -- hard -- pulling him close --ARTHUR staring back. Eyes wild. Euphoric.CRACK! -- MICHAEL startled -- behind him -- A MILWAUKEE JAIL GUARD rapping on the bars --THE JAIL GUARD hesitates. Moves on.MICHAEL pulls a prescription bottle from his pocket --You are a Senior Litigating Partner at one of the largest, most respected law firms in the world. You are a legend.

Look at me, Michael. Twelve percent of my life has been spent protecting the reputation of a deadly weedkiller!

-- one night, right? -- I look up and Marty's standing in my office with a bottle of champagne --

-- he tells me we've just hit thirty- thousand billable hours on U/North and he wants to celebrate. An hour later, I'm in a whorehouse in Chelsea and two Lithuanian redheads are taking turns sucking my dick. I'm laying there, I'm trying not to come, I'm trying to make it last, right? So I start doing the math -- thirty thousand hours -- what is that? -- twenty-four times thirty -- seven-hundred twenty hours in a month -- eight-thousand- seven-hundred and sixty hours per year...

Because it's years -- it's lives -- and the numbers are making me dizzy, and now, now I'm not just trying not to come, I'm trying not to think! But I can't stop! Is that me? Am I just some freak organism that's been put here to eat and sleep and spend my days defending this one horrific chain of carcinogenic molecules? Is that my destiny? Is this is my place?

Is that my grail? Two Lithuanian mouths on my cock? Is that the correct answer to the multiple choice of me?

They killed these people, Michael. Little farms. Family farms. This girl, Anna, did you see her?

You need to see her. Talk to her. She's a miracle. She's is God's perfect creature. And for fifty million dollars in fees I have spent twelve percent of my life destroying perfect Anna and her dead parents and her dying brother.

Everything is finally significant. The world is radiant and beautiful and you want me to trade that for this?

-- wait! -- the book -- I need the book -- the title -- and you, I don't know your name...

It can't be. That I know this. The burden. That's what I'm telling you.

Does it matter, Anna? I mean, really? Isn't it? Isn't that what you wait for?...

...To find someone, and they're like a lens and suddenly you're looking through them and everything's changed. Nothing can ever be the same again...

I know. The hotel. I'm sorry. I was getting a little overwhelmed.

I wanted to organize my thoughts. Before I called. That's what I've been doing.

No. You're wrong. What feels so good is not knowing where it goes.

I have great affection for you, Michael, and you lead a very rich and interesting life, but you're a bagman not an attorney. If your intention was to have me committed, you should've kept me in Wisconsin where the arrest record, videotape, and eyewitness accounts of my inappropriate behavior had jurisdictional relevance. I have no criminal record in the State of New York and the crucial determining criteria for involuntary commitment is danger: "Is the defendant a danger to himself or others." You think you've got the horses for that? Good luck and God bless. But I'll tell you this, the last place you want to see me is in court.

...One of our all time favorites -- an underground hit that we think is finally ready for it's day in the sunshine. Without further ado... United-Northfield's Culcitate Internal Research Memorandum #229....

VIDEO FOOTAGE. Deposition in progress. Drab room. Drab vibe. HALF-A-DOZEN ATTORNEYS on either side of a table. Perhaps we glimpse a face or two, but the camera's angle is set to feature the witness -- ANNA KYSURSEN is twenty-three years old. Big. And blonde. Cream skinned. Ripe. Open. Plain. Arthur's dairy madonna.ANNA nods. Bearing down. But it's tough...Suddenly, another voice explodes through the room -- ANNA, I'M SORRY! I LOVE YOU! I'M SORRY! I'M SO VERY VERY SORRY! For a moment there's this weird paralyzed silence -- everyone too stunned to react -- everyone except for ARTHUR -- he's standing and we're sort of seeing him from the back -- seeing him rip his shirt away from his body and --I LOVE YOU, ANNA! AND I'M SORRY! I'M SO VERY VERY SORRY! I LOVE YOU! Instant chaos -- motion -- VOICES YELLING -- THE CAMERA JOSTLED -- someone's throwing a punch -- ARTHUR still stripping and struggling and begging for forgiveness, and

...we came back from the hospital and everybody was crying and we were in shock, but we still, we had to milk.

ANNA fighting back an onslaught of emotion, finds a piece of paper there in front of her.

Why don't you just read us the third paragraph -- just the highlighted section there.

"I don't want you blaming Ned Hardy, or any of the people down at the feedlot. They're just farmers themselves. U/North fooled them just as bad as us and Ned has had enough pain already..."

I know, it's just there's like four- hundred and fifty people in this lawsuit, why are you choosing me?

...he didn't want to say exactly what it was, just that when I got here he would pick me up and show me and I would see that it was something that would win the whole case...even this morning I thought, okay, if I get to the airport and the ticket's not there, then I'll know, okay, you're stupid, now you can go home...but it was there and he paid like eight hundred dollars for a first class ticket, so I just, I got on the plane, I believed him...

KAREN staring at a blank VIDEO MONITOR.KAREN stands. Ashen. Silent. Outside, through the window we can see the snow pouring down --MAUDE across the room. Sitting at a quickly assembled communications desk. Laptops, printers, wireless antennae --

Nope. He's listed as "Special Counsel." Says he specializes in Wills and Trusts.

Active. MILWAUKEE COPS coming and going. Snow on boots. Snow out the window. MICHAEL in his wheelhouse, chatting up a DESK SERGEANT AND LIEUTENANT as --

Michael Raymond Clayton. Born September nine, 1959, St. Joseph's Hospital, Bronx, New York...

...Father is NYPD Patrolman, Raymond Xavier Clayton, twenty-six. Mother, Alice Mary Clayton, twenty-three...

...Graduates Washingtonville Central High School, Orange County New York in 1977. Graduates St. John's University, 1980. Fordham Law, '82....

...'82 through '86 he's an ADA with the Queens District Attorney's Office...

...1986 he's with a Joint Manhattan- Queens Organized Crime Task Force. And then, 1990 he starts at Kenner, Bach & Ledeen.

MICHAEL with a cellphone. Someone important on the line. Handing the phone over to A POLICE CAPTAIN as --

MICHAEL all smiles as A YOUNG PROSECUTOR arrives. She's got Arthur's paperwork, MICHAEL turning on the charm, getting her to smile as --

MICHAEL, TWO MILWAUKEE POLICEMEN and ELSTON leading a smiling ARTHUR out of the building -- toward/into the snow and a waiting MILWAUKEE POLICE CRUISER.

Temporary Milwaukee home of Kenner Bach & Ledeen. More dorm room than office. Pizza boxes. Masses of paper. Boomboxes and laptops. Gym clothes and garment bags and --MICHAEL letting that sink in a moment. Now the hammer.information you want to be out in front of. Anybody has a problem with that let me know right now. (dead silence) We're stuck here overnight. I'm gonna get him home tomorrow if I can. Who's in charge of the deposition schedule?The search through the clutter has begun and --

We thought maybe there was some kind of settlement in the works. There's been some rumors, so we thought maybe he was here for that, but...

He just said he wanted to depose this girl Anna. And could he borrow some headphones.

THE CAMERA moving over a collage of fantasy images: Posters, postcards; magazine pages and book covers; fantasy landscapes and fantasy castles, fantasy characters, journeys and battles, as we hear...HENRY IN HIS LOFT BED. On the phone. Past his bedtime.

...so all these people, they all start having these dreams, okay? You know what a vision quest is? Like for

Except this is like a whole bunch of people having the same dream. They're all having this dream that they should go to this one place. They don't know why or anything, they just have this feeling that they have to go there.

It is happening, isn't it? Something larger than themselves, they're just not ready, are they, to hear it --"

No, that's what's so cool, they all think it's just them, that maybe they're like going crazy or something so they don't want to admit it.

MICHAEL enters. It's late. He's late. BARTENDER starting to cash out. MICHAEL sees KAREN working across the room.

KARTEN looks up as MICHAEL arrives. He's got two drinks.But she's not listening. She's flipping through a notepad --KAREN (incredulous) What does that mean? MICHAEL I'm not really sure. KAREN You've been with him all evening. What's he been saying? MICHAEL Not much. (flat out lying) We got him sedated pretty quickly. KAREN This is totally unacceptable, you realize that the -- MICHAEL -- once he's back on the medication, it's really just a matter of-- KAREN -- this is a three-billion dollar class-action lawsuit! Tomorrow morning I have to call my board and tell them the architect of our entire defense was arrested running naked in a snowstorm chasing the plaintiffs through a parking lot! MICHAEL I understand. KAREN What "sickness" is he talking about? MICHAEL Could be a lot of things. KAREN Name one. MICHAEL Frostbite? KAREN You think this is funny? MICHAEL Look, his wife was sick, she diedKAREN folds the notebook. Steely silence.MICHAEL nods. Understood.

THE POLICE LT. (ELSTON) -- the guy Michael was glad-handing in the precinct -- pulling on his parka getting ready to go home.MICHAEL taking off his jacket. Pulling a nice, thick envelope from the pocket. Time to pay the babysitter --

He was mostly just quiet. I heard him moving around, I gave him the other pill about fifteen minutes ago.

A minute later. MICHAEL enters. It's quiet. Dark. Dim light from the bathroom. MICHAEL pulls off his tie. What a fucking day. Taking off his watch, when --ARTHUR bleary and soporific. Beached there.MICHAEL nods. Barely listening. Kicking off his shoes.Silence now. MICHAEL moves to the window. Standing there. Pulling the curtain. Loosening his collar. Watching snow fall across the parking lot. When, suddenly --ARTHUR there in the half-light. Sitting up. Defying the medication. Sheer will.MICHAEL caught off-guard. Not prepared for clarity.MICHAEL not sure what to say, or if there's even anybody listening, because ARTHUR is already sloping back into the pillows; already drifting back under the medication's gravitational pull and... MICHAEL alone now. Standing there at the window. Shaken.

ARTHUR EDEN'S BRIEFCASE. Bathed in the light of a hotel desk lamp. The initials A.D.E. embossed in the worn, old leather. THE CAMERA MOVING across the desk, as we hear the sound of a PHONE RINGING THROUGH THE LINE and --THE CONTENTS OF THE BRIEFCASE arranged in piles around the desk. A chaotic mix of legal documents, bizarre books, and a few odd, found objects --The account number.And there's no need to get into the text of this memo right now. It is, however, important that we feel the extreme danger and power this document has for KAREN.KAREN holding the phone with one hand, the other covered with an improvised glove made from a plastic hotel laundry bag --She's on hold. The "gloved" hand reaches down for the memo there at the center of it all. Her eyes scan the words, as if maybe his time they'll be different. They're not. She catches her reflection now in the mirror over the desk. Frozen like that. Waiting, as --

THE CAMERA FEATURES -- A TWENTY-PAGE DOCUMENT -- at the center of everything. Space on the desk cleared around it. It's a photocopy, dated, June, 19, 1991. On the cover...

I'm gonna upload you a little encryption package we like. It's pretty self-explanatory.

Morning. The storm is over. MICHAEL has showered. He's drinking room service coffee, pacing around on a cell phone -MICHAEL listening and it's not the answer he was hoping for. And he's pacing around, taking us toward the bedroom doors. One open, the other one closed. THE SOUND OF THE SHOWER running from the other room --MICHAEL hangs up. Numb. Trying to shake it off.No answer. MICHAEL starts to turn away. Then he stops.(he tries the door, it's MICHAEL (cont'd) (banging on it now--) Open the goddam door, Arthur! (harder) ARTHUR! OPEN THE DOOR! Because suddenly, the anger has transformed into fear -- he's trying the door again -- really trying it --MICHAEL rearing back -- coming in hard now and --

The body slam was useless, but it's not an impossible door -- he's standing back -- clutching his shoulder -- kicking as hard as he can near the knob and --

THE DOOR groans -- gives a little -- MICHAEL kicking again -- now it SPLINTERS -- MICHAEL giving it everything this time and this time THE DOOR shatters off its hinges, still sort of hanging there as MICHAEL pushes and claws it away, rushing now into --

MICHAEL stopping cold. The shower is running and nobody's in there. Written on the mirror in shaving cream:

A CORPORATE LOGO -- embossed on a high-quality, golf bag: u/north "we grow your world together" THE PRO-SHOP/BAG DROP of a first-class golf club. It's a gorgeous, sunny morning. A CADDY reaching in -- shouldering the bag --MR. VERNE turns. He's one of those guys who looks like he's been in his late forties forever. Trim but solid. Tan and clean. Pressed and fresh. Every piece of gear in place.THE CADDY starts for the car, as MR. IKER comes out of the locker room. IKER is a slightly younger version of Mr. Verne. Country club slacks. Good loafers. Hands and forearms that speak of deeper experience than the back nine.

You want anything for the road? They've got that great fruit salad...

We have some good ideas. You say move, we move. The moment our ideas don't look so good, we back off and reassess.

I'll watch the door. Why don't you give his car a good once over?

...once you tap into his GPS just make sure it's flush, we're packing the charge in the backseat armrest.

Russian mafia. Albanians trying to look like Russian mafia. It's as far from the other thing as we can get.

-- where the hell's he going? -- get that laptop up -- find him --

-- it's his GPS -- it's in and out -- he's up there somewhere --

MARTY BACH at his desk. In his hands, a copy of U/NORTH RESEARCH MEMO #229. ARTHUR'S BRIEFCASE open beside him. KAREN watching him read. Just the two of them. And the silence is deafening. Finally, he finishes. Like a doctor holding a malignant X-ray...MARTY hesitates. Okay...

A SILVER FRAMED PHOTOGRAPH. Young Arthur Edens with his wife and baby daughter. Some faded happy moment. This one of several very traditional items, on a very traditional desk. In fact the whole place is almost disturbingly repressed. The only thing out of place are the dozens of document boxes piled at the center of the room. MARTY and BARRY GRISSOM digging through all of it. Like they've been at it a while.MICHAEL in the doorway. Watching them plunder. Until --BARRY turns, surprised. MICHAEL steps into the office.MICHAEL bites his tongue. No love lost with Barry. MARTY Arthur downtown was not a good idea. Some goddam loft? BARRY Where's his daughter? MICHAEL He's not sure. Spain? India?MICHAEL I was punting. BARRY You've got to saddle up here, Michael, and get this under control. MICHAEL Saddle up? BARRY He needs to be under a doctor's care immediately. He needs to be admitted. MICHAEL Where? BARRY Does it matter? MARTY Michael... (the voice of reason) U/North needs to know that he's under control. That he's in a facility. They've been shaken up, they need to be reassured. MICHAEL It's just not gonna be that easy.Smiling. As we hear --

ARTHUR walking. Bathing in the miracle of it all. His eyes seem locked open, gathering stimuli faster than the speed of light. Every moment -- every beatific instant -- has a purpose. Everything is fuel for the significance turbine spinning inside him. Passing into the night, as -- THE CAMERA FINDS -- VERNE fifty yards behind ARTHUR. Tailing him. Looking like just another nightcrawler doing the cell phone walk-and-talk --

A downtown building. IKER standing at the door to Arthur's loft. Backpack. Tool kit. Same radio/cellphone rig.

Clean, slick bachelor decor. MICHAEL with a towel wrapped at his waist, sits at the edge of the bed, speed dialing a mobile phone. The sheets with an apres-sex chaos about them.MICHAEL hangs up before the beep.

"You've reached Arthur. If you wish to leave a message, please do so after the tone."

BRINI GLASS -- the young lawyer we met in the elevator at Kenner, Bach -- is busy reheating a Chinese takeout dinner that was obviously interrupted earlier. She's wearing nothing but one of Michael's shirts. It's a modern, one-bedroom apartment in a high-rise that towers over Columbus Avenue. The kitchen open to the living room. Windows to Central Park and The Westside twenty stories below. A slick pad. Small but clean, furnished efficiently, and the view is sharp. BRINI starts the microwave. There's a roach in an ashtray on the counter. She lights it. Taking a drag, as MICHAEL wanders in from the bedroom.He waves it off. Coming around behind her. Kissing her neck as he moves to the refrigerator.There's an open bottle of white wine. He's pouring.He just smiles. She tries the wine. Some subtle tension pulling at her. And the dope didn't get her where she wanted.The microwave starts beeping.MICHAEL looks away. Something catching his eye. THERE ON THE COUNTER "REALM AND CONQUEST." Book One. The red cover. MICHAELShe's waiting for him to answer. He hesitates. Puts the book down.Was that a gift or a bomb? Neither of them sure.MICHAEL drains his wine. Pouring another, as --

I watch these people. At the office. How they relate to you. I can always tell, or I think I can anyway, the ones that you've done something for.

Or they're pretending to ignore you, or else they're super polite...

ARTHUR marching through the night. Same glorious smile. Just another madman loose in Manhattan.

A DIGITAL CAMERA LCD SCREEN. THE IMAGE -- an overhead shot of a coffee table cluttered with magazines, newspapers and junk mail. THE DIGITAL CAMERA is sitting on THE ACTUAL COFFEE TABLE. IKER, wearing gloves and a hair net, is very precisely and quickly searching through the debris. A consummate professional at work. As he proceeds, he keeps checking the camera image to make sure every object is returned to its original position. This is raw space. A box. High ceilings. Industrial bathroom and closets framed out along the far walls. The decor is odd. Half the stuff is clearly from a previous life; Eastside antiques, proper rugs, generic oil landscapes piled carelessly around. Above all this, the clutter of Arthur's recent manic acquisitions -- books, papers, found objects, curios -- as if a layer of madness were blanketing the landscape of his old life. IKER MOVING THROUGH THE LOFT -- eyes scanning -- barely reacting as -- THE PHONE RINGS -- and he begins to hear:

Arthur, look, I've been calling all day, if you're there, please for crissake just pick up and talk to me...

I'm telling you you're right, okay? About what we are. I'm saying you're crazy -- the behavior's completely out of control -- but you're right. You called it. We're janitors. Okay? I get it...

Arthur, listen to me, I'm leaving my phone on -- we have to talk...

...There's a chemical part of this, and you know it, and I know it, and if you're ready to start with that, then I'm more than willing to meet you halfway and cop to the fact that, yes, the situation sucks. The case sucks. U/North sucks. We can start with that...

IKER with the medicine cabinet open. There must be forty prescriptions jammed in here and he's checking every single one, as he listens to --

"The answering disc is currently full. Please try your call again later."

ARTHUR walking through the neon canyon. Bathing in the miracle of it all. His eyes seem locked open, gathering stimuli faster than the speed of light. Every moment -- every beatific instant -- has a purpose. Everything is fuel for the significance turbine spinning inside him. He slows his pace, hesitates for a moment and --

DIAMOND VISION BILLBOARD -- a familiar logo -- u/north we grow your world together

Cold, rural Wisconsin. A tired old room in a tired old house. A WALL PHONE RINGING. BIG SISTER, the Farmer's Wife, hauling a baby on her hip as she moves to answer it. THE FARMER and YOUNG DAUGHTER sitting over breakfast in the BG.

Same time. A PANEL TRUCK parked here. It's a scuffed-up, late model vehicle. Some half-assed electrical supply logo buried beneath the graffiti. About as anonymous as it gets.

Surprise. Welcome to a perfect mobile, urban surveillance HQ. Ugly and state-of-the-art. Purely functional. Nothing Couple laptops. Space heater. IKER just now clambering in the back door. VERNE wearing headphones, already plugged in, waving for him to hurry up --VERNE flipping switches, pulling his laptop closer --

ANNA KYSURSEN grabbing the phone as she comes by, pulling the cord as far as she can, making sure BIG SISTER is out of earshot before she answers --

ARTHUR pacing with the phone --INTERCUTTING NOW -- FARMHOUSE/LOFTANNA smiles. No one's ever spoken to her like this before.ANNA wheels around. BIG SISTER standing in the pantry door. Sour look in her eye. Squirming kid on her hip.ANNA pulling the phone wire as far as it goes, disappearing into a back stairwell. Closing the door behind her, as --

You're gonna tie up the phone all night, we got a right to know.

Silence. VERNE and IKER listening to the continuing conversation over headphones. AUDIO LIGHTS on the equipment rising and falling as Arthur and Anna keep talking.

ZABEL eating breakfast. MICHAEL with just coffee.Big news. A nasty pause. ZABEL with the polygraph stare.ZABEL goes back to his eggs. MICHAEL walks.

CINDY BACH leading MICHAEL in from the foyer. She's late thirties. Pure trophy. Blonde, horsey, peppy.TWO SIX-YEAR OLDS running wild in the background --

The grand parlor floor. Everything perfect except for the TWO DOZEN DOCUMENT BOXES piled around the room. On the side of each box, the word EDENS and a number. MARTY poring over paperwork.MARTY turns back. Focuses.MICHAEL watching him pull another bunch of files from a box.MICHAEL nods. Accepting this. Plus there's another agenda he'd like to get to here.MARTY hesitates. MICHAEL It's not the cards. Nothing like that. It's the restaurant. MARTY Eighty thousand? MICHAEL I didn't mean to jump you like this. I've been trying to get a meeting with you alone now for two weeks. (just going for it) And I know about the merger. Whether I'm supposed to know or not. MARTY Nothing's final. MICHAEL That's why I'm asking now. You're my meal ticket, Marty. I mean, let's face it, once this is out of your hands, I'm screwed. You'll be cashed out and I'll be staring at Barry and a bunch of strangers trying to explain what the hell it is I do. MARTY Everybody knows how valuable you are, Michael. Everybody who needs to know. MICHAEL I'm forty-five. I'm broke. I've been riding shotgun for twelve years and I still don't have any equity. Excuse me if I don't feel reassured. MARTY Nobody told you to go into the bar business. MICHAEL I only opened the place so I'd have a way out. MARTY I had no idea you were so unhappy. MICHAEL C'mon, Marty... (pushing down his temper) How many times have I asked you to MARTY Anybody can go to court. You think that's so special? MICHAEL I was good at it. MARTY So what? So are a lot of people. At this -- what you do -- at this, you're great. For crissake, Michael, you have what everybody wants; you have a niche. You made a place, you made this niche for yourself. And if it's nostalgia -- "Oh, you should've seen me when I was a D.A. back in Queens." -- then let me give you a serious piece of advice: Leave it there. God forbid you're not as good as you remember. Because I've seen that happen too. MICHAEL But I didn't come for advice, did I? MARTY So this is what? Quid pro quo? MICHAEL What do you mean? MARTY I give you the loan or you don't help out with Arthur? MICHAEL I never said that. MARTY Maybe you should. Because this... (Arthur's papers) This is cancer. This is something we don't get it reined-in and cleaned up soon, everything's vulnerable. Everything. MICHAEL What're you telling me? MARTY That I'm counting on you. (the grand gesture)MARTY suddenly smiling. Good cheer blossoming.MICHAEL left hanging, no chance to respond, because here come THE KIDS -- running up the stairs -- SQUEALING AND SCREAMING -- chasing each other into the room and --MICHAEL standing there rocked, as MARTY starts roaring at the kids and they start squealing even louder and --

THE BUILDING DIRECTORY. Five apartments. One per floor. Five names -- one of them EDENS. Buzzer. Intercom. MICHAEL pressing the buzzer for the umpteenth time. And again. And nothing. He tries the door. And it's loose. But then he stops. Stepping back. Fuck it. Glancing back up to the third floor windows as he crosses the street and --

VERNE alone at the console --There -- ON ONE OF THE LAPTOPS -- MICHAEL jogging past some low-res surveillance camera as --

A minute later. HENRY reading as MICHAEL gets back in.It's not that kind of problem.

Later. THE MERCEDES double parked. MICHAEL walking back to the car. Another dead-end.

ARTHUR walking away.MICHAEL suddenly holding warm French bread.ARTHUR hesitant. Straining to keep the mania down.There's a beat. Their history rushing in around them.HOW DO YOU KNOW I CALLED ANNA?:ARTHUR stepping back. Flushed. Paranoia rising.ARTHUR draws himself up. We saw a glimpse of this in Milwaukee. The teeth. The shark beneath the breadloaves.ARTHUR muscles up his bread. He's leaving.And he's walking. MICHAEL almost calling after him. Then not. Then nothing. Standing on the sidewalk with a baguette in his hand and a great variety of failures arranging themselves around his heart.

A glass box. Like an aquarium from this distance. It's empty this late, one lonely runner pounding a treadmill. As MUSIC -- this catchy, electronic pulsing theme -- starts playing, and if it sounds a little like a jingle, that's okay, because it is --And then, just as THE MUSIC starts to fade out, it begins again from the top, CONTINUING AGAIN, as we --

"...we grow your world together...we grow your world together..."

It's KAREN on the treadmill. Running in place. And THE MUSIC, that electronic pulse, RISING and FALLING and --

HENRY teaching MICHAEL how to play Realm and Conquest -- the game version of the story Henry's been talking about. PLAYING CARDS spread across a glass table. Each card a portrait -- ORCS, MAGES, RIVERWYNDERS, etc. -- complete with descriptions, numbers, code-colors, etc. And THE U/NORTH JINGLE just bubbling along in the BG, as --

A TELEVISION SCREEN. A U/NORTH COMMERCIAL. One of those huge, ambiguous, corporate feel-good spots. THE MUSIC playing over a series of comforting utopian images --Except this time it finishes. Image freezing. Silence. ARTHUR standing in the middle of the room. He's got two remote controls in his hand. One goes to the VCR where he's just frozen the U/NORTH COMMERCIAL in it's final frame, the the U/North theme music. ZAP -- he's rewinding the VCR. ZAP -- he's pausing the cassette deck. ZAP -- he stopping the VCR. ZAP -- he's hitting "record" and --

KAREN leaving the gym. Sweaty. Arms loaded with paperwork. Trudging toward the elevators. As THE U/NORTH MUSIC STARTS AGAIN, except now, we also hear:

Here it is. Covered in sequins. A hidden gem, rescued from the vaults...

...Conclusion. The unanticipated market growth for Culcitate by small farms in colder climates demands further cost-benefit analysis. In-house field studies have indicated the possibility that smaller, short- season farms with poor drainage, dependent on well-water for human consumption are at risk for potentially toxic particulate concentrations...

...Chemical modification of the Culcitate product -- the addition of a detector molecule, such as an odorant or colorant -- would require a top down retooling of the Culcitate manufacturing process...

...These cost while assumed to be significant were not the subject of the study summarized here..

...Clearly the release of these internal research documents would compromise the effective marketing of Culcitate and must be kept within the protective confines of United Northfield's secret language.

ARTHUR in mid-broadcast. Talking into the receiver of his phone as if it he were a DJ in the midst of a broadcast. In his hand, U/NORTH MEMO #229. And as the pre-recorded U/NORTH MUSIC blasts from the stereo --

Emergency. Arthur's reading of the memo has spiked theadvantage, that it is tasteless, colorless and does not precipitate, has the potential to mask and intensify any possible exposures. Further studies and cost/benefit analyses need to concentrate in these critical follow-up areas....

THE PHONE RINGING as the door opens. KAREN juggling her paperwork and sweat clothes, rushing to grab it, as we hear -

Empty midnight. KAREN wearing sweat clothes beneath a coat. Clutching a pair of headphones to her ears, listening to --VERNE standing beside her. It's his Walkman. He brought the tape. Waiting for her to finish listening.And it's done. KAREN takes off the headphones. Hands them back to VERNE. She's dazed. She looks ill.Heavy pause. Life passing all around them.VERNE nods. But hanging. Where are they? Still waiting for an answer, as --

Just another half-acre in an ageing 60's housing development. THE MERCEDES parked in the driveway.

Happy Birthday to you. Happy birthday to you. Happy birthday dear, Pappy...

A cop's house. MICHAEL, HENRY and a dozen members of the Clayton tribe, singing to RAYMOND, 75, the withered, widower, patriarch of this clan.STEPHANIE, Michael's older sister carrying the cake. She lives next door with three teenage kids, KAY, MARK and EAMON. Her husband, NORMAN, a simple guy who owns a bakery route.This gets a laugh. GENE, Michael's younger brother, is a Major Case Detective in Queens. His wife is MICHELLE. He's got two sons in tow, GREG, 16; EDDIE, 12. Grumpy jocks.RAYMOND smiles. Sends an emphysemic puff toward the candle. Doesn't quite get it. STEPHANIE to the rescue. So the candle's out. And now it's pass-the-plates, and who's having coffee, and how-do-you-like-it?, and Stephanie you're a saint for baking from scratch...HENRY handing GENE his cake to go and --

I don't know, Pap, if you're still wishing for it, you got a fighting chance.

Just stay for an hour, the girls did all this stuff, he'll be asleep by then. Walk me out...

That's his number. Dr. Moolian, see if you have any more luck --

-- cause Medicaid, they've just been running us in circles with this.

The kids are freaking out...his in-laws are freaking out...Linda can't stop crying long enough to start freaking out...

It's the restaurant, right? One of these guys you owe? "Get me a seal."

I'm gonna go take a leak. You'll probably be gone when I get back.

So you know, I now owe this scumbag and his wife -- who's a total piece of shit in my unit -- now I owe them my balls for this.

You know what happens he doesn't bury this? That I gave you this thing?

I'm eighteen months away from my twenty! You just put my pension in jeopardy!

All these cops think you're a lawyer. Then you got all these lawyers thinking you're some kind of cop. You've got everybody fooled, right? Everybody but you. You know exactly what you are.

Minute later. Downstairs off the garage. GENE putting on a tie. Badge. Gun. As --Is that pointed at me?MICHAEL nods. GENE already checking his watch. Brothers. Say no more. The everbroken truce.

ARTHUR heading out -- pulling on his coat -- heading for the door -- checking for keys -- there -- grabbing them off the side table, as he opens the door and -- ZZZIIPPP!!!!! A TASER -- 25,000 volts -- from nowhere -- ARTHUR'S BODY clenching as it hits and -- WE'RE INTO ONE CONTINUOUS SHOT NOW VERNE and IKER -- already flooding in -- gloves -- hairnets - surgical boots -- like machines -- IKER -- the athlete -- perfect -- hands catching ARTHUR'S WRITHING BODY before it hits the floor and -- VERNE -- attack -- gloved hand thrusting down and -- ARTHUR'S FACE -- AEROSOL CAN -- VERNE'S HAND -- two quick bursts -- point blank -- words -- throat -- everything choked off -- eyes rolling and -- IKER -- the body drops -- ready for the dead weight and -- VERNE -- kicking shut the door -- back to the body and --ARTHUR -- like a prop -- limp -- effortless -- IKER and VERNE flying him through the space -- this horrifying freight train pas de trois -- and so far this whole thing as taken eighteen seconds -- Heading like a freight train for -- THE LOFT BATHROOM -- here they come -- IKER walking backward holding ARTHUR'S SHOULDERS -- VERNE guiding him --IKER shifting -- they're in -- twenty six seconds --VERNE works off Arthur's coat -- tossing it --ARTHUR sprawled across the bathroom floor and --VERNE -- backpack off -- digging through it -- coming up with -- A PREPPED SYRINGE and -- IKER -- pulling off Arthur's sock and -- THE MEDICINE CABINET -- flying open -- VERNE searching -- knowing right where to look -- bingo -- BOTTLE -- BOTTLE -- BOTTLE -- pulling them down and -- IKER -- foot is bare -- reaching up -- forty-one seconds --VERNE -- tossing the backpack -- scanning the pill bottles -- IKER -- coming out of the backpack with a pint of vodka and a sterile handkerchief and -- forty-nine seconds -- VERNE -- stripping open the syringe -- kneeling now and -- ARTHUR'S FACE -- gasping back to life -- he's coming to -- gagging now as IKER wipes the aerosol residue away from his mouth -- eyes twitching, as they start to open and --ARTHUR'S BARE FOOT -- THE SYRINGE -- up -- in -- between the toes and -- VERNE -- as he plunges it home -- no hate -- no fear -- no pleasure -- nothing -- sixty-seven seconds and -- ARTHUR'S FACE -- as the eyes open -- just an instant -- catching the light -- these strange masked faces -- then gone -- just like that -- rolling away -- a little sigh -- a puff of air -- tongue thickening -- and then still and --

RANCH HOUSE LIVING ROOM. Early evening. Sunday television torpor. RAYMOND asleep in his chair. COUSINS watching a college basketball game. CAMERA FINDS MICHAEL and HENRY getting ready to leave. STEPHANIE and MICHELLE hovering --(a kiss for each of them, as we cut to-- EXT. RANCH HOUSE DRIVEWAY -- DAY Two minutes later. MICHAEL and HENRY walking down to the MERCEDES. Coming around the car, when -- HENRY Uncle Timmy? MICHAEL turns and --TIMMY standing there. Michael's brother. A big guy that's been hollowed out by too much of everything. His bartenderHENRY hesitates. Then moving quickly to get into the car.MICHAEL getting in the car. Brick wall.The car door slams shut. TIMMY folding. The shitty stoic tears of a wounded drunk.

I've been sober eight days. I'm back at the meetings. I wanted you to know.

Mikey, please, I know how bad I did. I swear. I don't know how to make it right, but it's all I think about.

MICHAEL puts the car in gear. HENRY quiet as they pull away.They drive in silence down the hill. MICHAEL focused on the road, trying to settle. Then he looks over, just now realizing how upset the boy really is and --HENRY caught in the focus of his father's sudden sincerity.HENRY silent. Trying to get that down. As A CELL PHONE begins ringing. The moment broken as MICHAEL starts digging into his coat pockets and --And there's this just godawful pause. MICHAEL listening to some really bad news, as we --

...the neighbors came by, they're renovating the loft downstairs, they had water flooding down from his bathroom into their place...

DETECTIVE DALBERTO at his desk. Friendly. Sympathetic. MICHAEL sitting there. Seriously shaken.MICHAEL nods. Stands. End of story.

...his front door, fire escape, he had everything locked up pretty good. It took our guys ten minutes, they had to break the thing down. He had the perimeter alarm set. Pills all over the place. So just the scene alone, it's pretty definitive for suicide. Then I spoke to some of your partners, they ran down these problems he'd been having lately, so...

No. They looked. There was paperwork all over the place -- walls and shit -- he had stuff up all over. But no note. Could be an accident. Or he was gonna write a note and just messed up...

His place? Not now. It's sealed. Once that seal goes up it's frozen. We're gonna try and reach his daughter, I guess, she's off in Europe, she's gotta come in, or the ME's gotta come back with a toxicology report. That's a couple weeks at least it's gotta stay like that. They bagged up, you know whatever valuables they saw, but...

I know your brother a little. My wife works in the one-sixteen out in Queens.

BARRY pacing on a cell phone outside. He sees MICHAEL approaching and --BARRY finds a sad face. Throws out a hand. MICHAEL joins this little dance of grief.MICHAEL nods. Pulls away and --

Dark. Funky. Somebody's favorite joint. MARTY BACH and HALF-A-DOZEN OTHER ATTORNEYS clotted at the bar. These guys all partners at the firm. Everyone dressed in their Sunday night come-as-you-are tragedy clothes. MICHAEL moves down the line. A grim, quiet gauntlet of mumbled hellos and handshakes. MARTY, truly grief-stricken, half-drunk, shaky as he comes off his stool to gather MICHAEL into his arms....I know...Finally they separate. Two wounded souls.

Forty-five minutes later. MICHAEL and MARTY alone now.MARTY looks over. Hesitates.MICHAEL nods.They turn. BARRY behind them.MICHAEL stunned. Silent.BARRY helping MARTY off the stool. Holding his coat.MARTY with a misty wave good night. MICHAEL watching BARRY navigate the old man out toward the door, as --

Dark. THE PHONE RINGING. ANNA'S BIG SISTER padding in, turning on a light and --

You get her all the way to New York and then leave her at the airport? This is not a complicated person! This is a girl who's never been farther away from home than Milwaukee!

No -- you wait! -- she's coming home tomorrow! -- and when she does, if you call here again, I'm warning you --

-- hang -- hang on -- wait -- are you saying she's in New York? -- she's in New York, right now?

Empty. Quiet. MICHAEL knocking on a door.AS THE DOOR OPENS just a crack. ANNA standing there. A frightened small town girl in a strange place.

ANNA sitting on the bed. Crying. MICHAEL in the room's only chair.MICHAEL there for her. Probing very gently here.MICHAEL without an answer for that. Watching her cry.

Queens. Midnight. Patrol cars parked outside. Couple cops changing shifts.

NYPD ugly. GENE CLAYTON, shirtsleeves and shoulder holster, tearing through A HUGE OLD FILING CABINET. HANDS pulling open the drawers. One after the next. Searching through the clutter of blank forms and department stationery. MICHAEL waiting by the door.He's holding a stack of PROTECTIVE CRIME SCENE SEALS.GENE hesitates.MICHAEL stands aside. GENE pushes past him and out the door. MICHAEL waiting for him to walk away, as --

MICHAEL with a crowbar. Pushing the door to the limits of the lock. Checking the street. Wedging the crowbar under the lock. Leaning. Now harder. And pushing, and... SNAP. He's in.

THE DOOR TO ARTHUR EDEN'S LOFT. It's a mess. The metal frame is bent and splintered where the cops beat their way in. The original lock has been destroyed and replaced by a short length of chain-link held to a padlock that's been screwed into the wall. A SEAL -- "Crime Scene Do Not Enter" -- plastered like a big bandaid across the door and frame. MICHAEL standing there. Listening to the silence. In his hand, the seal he took from Gene. Framing it -- making sure he'll be able to replace it perfectly. He will. Now he's pulling the crowbar and --

Dark. And then light, as THE DOOR falls open. MICHAEL at the threshold. Hesitating. Listening. Nervous. And then he steps in. Closing the door behind him, as --

VERNE and IKER. It's their POV. Two grim faces.VERNE doesn't answer. Checks his watch. Looks back up to the window. Lots of ugly wheels turning, as --

TIME CUTS -- MICHAEL searching -- moving quietly through the space. He's not really sure what he's looking for, so everything's important. -- MICHAEL flipping through stacks of newspapers. -- MICHAEL checking a pile of photography books. -- MICHAEL at a wall covered with pictures of farms. -- MICHAEL staring at the baguettes piled on a chair. FINALLY TO

MICHAEL at the threshold. Knowing this is where it happened. Creeped out. Turning away and -- There on the floor. Arthur's coat. MICHAEL kneeling to pick up the coat. Stopping suddenly. Something much more interesting there beside it -- "REALM AND CONQUEST" Book One. The red cover. MICHAEL just stunned. Stalled. Confused. CLOSE-UP -- THE BOOK as he begins to flip the pages. And we've never seen the text before. There are illustrations at the start of every chapter. Line drawings depicting the dramatic high points of an epic quest. Chapter One: The Avian Warriors. Chapter Two: Exile of The Deserters. Chapter Three: Summons To Conquest. Arthur has clearly read these first three chapters. Whole passages are underlined. Notes scrawled here and there in the margins. Pages folded back. And then -- A BOOKMARK falls out. Fluttering down to the floor. MICHAEL reaches down to pick it up. CLOSE-UP -- THE BOOKMARK. It's a receipt.MICHAEL -- totally -- completely startled --MICHAEL -- okay -- don't shoot -- raise hands --MICHAEL drops the book. Turning around slowly as the SOUND OF A POLICE RADIO begins to rattle and -- TWO YOUNG NERVOUS POLICE OFFICERS -- guns drawn -- coming from the open door --MICHAEL frozen like that and the TWO NERVOUS COPS circling around him and POLICE RADIO CHATTER rising and the big stink of a terrible mistake wafting through the air, as --

MICHAEL staring at the receipt. Then the book. Then the receipt. Then --

-- right there asshole! -- get your hands up! -- now! -- NOW! --

MICHAEL alone with a cold cup of coffee. Staring at himself in the one-way mirror. Waiting. Finally, THE DOOR opens --

DALBERTO walking off. MICHAEL emerges from the questioning room. GENE waiting for him. Absolutely furious. He wants to scream but can't. Waiting for DALBERTO to disappear --GENE grabbing him -- jerking him close --MICHAEL hesitates. Nods. Impatient -- he pushes back -- hard -- breaks Gene's grip. Brothers. Toe-to-toe.MICHAEL just taking it. GENE backing away. Turning, and now he's walking... Gone.

Big college operation. MICHAEL at the counter watching A COPY KID coming from the back with a heavy cardboard box. Straining it to the counter.MICHAEL looks up. Dazed.COPY KID smiles. Sure. MICHAEL grabbing that one box on the counter. Turning away to exit and -- IKER standing there. Next in line. Watching him go --

We tried to call like six times, I guess your answering machine is messed up or something. We took a shot...

And when he flips it open. There it is, the by-now-familiar UNITED-NORTHFIELD MEMO #229 in all it's ugly splendor. MICHAEL reading the memo. Lost in it. As we watch the realization take shape -- how dangerous...how sensitive... how threatening these few sheets of paper must be.

DON JEFFRIES walking with Karen's two assistants, MAUDE and TODD and several U/NORTH EXECUTIVES toward the Kenner, Bach & Ledeen offices. KAREN on a phone call, falling behind --And they do. And KAREN stops there. Turns --

VERNE waiting. Watching her come. Not a happy reunion.He hands her A RED COVERED BOOKLET. Calmly checking the perimeter as she opens it and --

ANOTHER RED BOOKLET. This one in MICHAEL'S HAND. This one in motion because he's walking and -- WE'RE TRACKING WITH HIM Power central. Normally it's quiet and subdued up here, but the combination of Arthur's death the night before and the sudden paroxysm of activity on the U/North settlement seems to have drawn a crowd. MICHAEL heading briskly for the central reception atrium, passing ATTORNEYS and SUPPORT STAFF clustered along the way. There's A WEEPY GROUP bunched near Arthur's office and --

THIRTY PEOPLE -- ASSOCIATES, SUPPORT PEOPLE, ATTORNEYS -- scrambling over STACKS OF PRESENTATION DOCUMENTS -- this stuff was supposed to be ready for the U/North meeting and there's been some sort of clerical fuck up. So now there's twenty-five opinions on how to fix it and fifteen conversations going and nine cell phones ringing and six people on their knees going through the pages and --MICHAEL hesitating because here's JEAN, tapping her watch for MARTY to hurry up as she hands him A SMALL GRAY ENVELOPE --And now, before MICHAEL can get his footing, here comes --Nobody's happy. And here's JEAN with a nudge --MICHAEL standing there, with THE ENVELOPE in one hand and THE RED BOOKLET in the other. Standing there watching MARTY and BARRY hustle away. All the power, all the oxygen, leaving with them. The moment passing, as --

MICHAEL stepping off the elevator. KAREN only a few feet away. She's waiting to step onto another elevator car that's also arrived. They pass within a yards of each other. Both of them wrapped so tight just now they never even know it.

Parked down the block. IKER on the driver's side. VERNE beside him, holding a schematic drawing. Several bags and boxes in the back and --IKER nods. VERNE carefully taking the box back.

MICHAEL sitting on the bar watching ZABEL open a bankZABEL walks. MICHAEL alone in the dark, dead bar.

A basement hideaway on a slow night. We're back where we started. MICHAEL at the table with THE PLUMBER, THE DEALER and THE TWO OTHER PLAYERS.THE PLUMBER starting to peel bills off his flashroll, as --

Chinatown late. Cold. Quiet. IKER walking up to THE MERCEDES. He's holding a remote unit. Pressing it once. Nothing. Again. Nothing. Third time's the charm. Lights

KAREN CROWDER -- exactly where we first met her -- sitting fully dressed on the john. Hiding here. Trying to fight off a panic attack using a breathing exercise she read about in an airline magazine. Losing the battle, as --

Parked just down the block from the card room. VERNE at t he wheel. Eyes scanning. Operational energy.

IKER hard at it -- something not fitting under the dashboard -- he's struggling -- sweating -- bingo -- he's got it --

MICHAEL away from the table now, over by the metal detector. He's just pulled his pager out of the shitty plastic basket, trying to read the message and --MICHAEL starts putting stuff into his pockets and --

IKER -- he's a machine -- pulling the bomb from a bag -- one hand wedging open the hole he's cut in the armrest -- trying to get the thing in there and --

IKER -- not quite done -- fuck -- slapping the armrest back into place and --

MICHAEL on the street -- on the phone -- heading up the block toward Doyers Street and the Mercedes --

"Michael -- thank God, there you are. I have a problem -- big problem --"

"-- he didn't kill him -- he saw him get up -- try to get up --"

IKER out of THE MERCEDES -- closing the door -- hitting his remote unit -- lights flashing as the alarm goes on and --

MICHAEL just turning onto Doyers Street -- pulling his remote security pendant and --UP THE STREET -- THE MERCEDES -- lights flashing as the alarm disables and --

MICHAEL jamming the car into gear -- peeling out into the street and --

IKER turning as THE MERCEDES goes flying past -- just making the light -- squirting out onto Canal Street and --

VERNE skidding THE TAURUS to a stop -- door flying open -- IKER jumping in beside him -- and they're off again --

MICHAEL trying to drive and mess with the GPS UNIT on his dashboard. Something's wrong with it. He's tapping on it and THE SCREEN is flickering on and off... Fuck it. He slaps the GPS away -- steps on the gas and --

THE MERCEDES racing North toward the bridge, as we -- DISSOLVE TO

THE WESTCHESTER MANSION DRIVEWAY. Four hours later. Just before dawn. MICHAEL leaning against the MERCEDES, munching on the stale baguette that's been in his car since Saturday. Looking over as -- JERRY DANTE comes walking out of the house.

THE TAURUS parked on the shoulder of that quiet two-lane outside the mansion gates. The hood is up. VERNE standing there pretending that something's wrong with the motor and --

IKER staring at his laptop, when suddenly --VERNE slamming the hood shut -- rushing around --

VERNE and IKER not ready -- THE MERCEDES tearing ass out into the road -- speeding off in the other direction and --

MICHAEL escaping. Driving wild. And this time around we know what's in his head. Definitely running from more than Mr. Greer and Jerry Dante.

Mounting panic. Military style.VERNE slamming on the brakes and --

THE MERCEDES skidding to a stop. PULL BACK TO REVEAL THE HUGE OPEN PASTURE. Surrounded by forest. The sun just starting to rise. Cold mist hanging over the whole valley. Nothing but gray and green. Stark. Perfect.

MICHAEL out of the car. Jumping the fence. Walking into the field. Behind him, the Mercedes with the engine running. THE THREE HORSES poised at the crest of the pasture. Hanging in the fog like ghosts. Watching MICHAEL come toward them. MICHAEL'S FACE as he walks. Everything that's happened writ large in these eyes. Everything he's done wrong. All the things he hasn't done. Wounded and weary and humbled by the abundance of his inadequacies. It is to weep... And finally he stops. Just standing there.

Still stopped there where we left them. VERNE now with the laptop -- IKER scanning out the window --

MICHAEL standing there. The horses. The fog. The woods. THE MERCEDES EXPLODES! THE HORSES already running before MICHAEL can turn back -- MICHAEL simply shocked. Senseless. Standing there frozen. Stunned. The car -- his car -- is gone -- replaced by a skeletal shell of fire -- smoke pluming -- little follow-up explosions popping every couple seconds. MICHAEL looks around. Looks back. He should be dead. He is not. And now, as the reality of that sinks in, as the smell of burning car finally reaches him, we can see the confusion drain away. All that staggered chaos in Michael's eyes suddenly replaced with steel. He should be dead. He is not. And now he's walking. Toward the car. Walking faster. Determined. He starts running -- running toward the fire and --

CLOUD OF SMOKE rising over the hill just in front of them. Thick black smoke wafting up above the fog, as --

MICHAEL coming toward the car. Glancing around to make sure he's alone. Wiping away at the smoke to get close. Recoiling as another little explosion fuels the flames and he's throwing things into the burning frame of the car! The Rolex. His cell phone. His belt. A ring. Throwing in anything that might survive the fire and --

MICHAEL done throwing shit into the car. One last look around and now he's running. Up into the woods. Scrambling up the mountain, toward the trestle, into the sun, as...

FORTY PEOPLE -- ATTORNEYS -- ASSISTANTS -- PARALEGALS -- absolutely silent amidst the debris of an eighteen hour work session. ALL EYES ON -- BARRY hunched over a phone. Listening and listening and...And now he's hanging up the phone. Turning to the room.A beat. And then someone starts to clap. And someone else. And then they're all APPLAUDING -- MARTY -- DON JEFFRIES -- BARRY -- happy warriors all -- and as the backslapping and smiles keep building. THE CAMERA FINDS KAREN hesitating. But only a moment. Because it's easier then to join the party than not. Smiling now. Her tight smile. But is she letting it in, or forcing it out?

A beat-to-shit Chevy Caprice rumbles into the lot. Stops there. MICHAEL walking from a pay phone. He's wearing new sneakers, new parka, knit hat pulled low. Getting in and --

TIMMY behind the wheel. Quiet. Tentative.TIMMY nods. DROPS the car in gear, and --

Glass box. BRINI, JEFF GAFFNEY, and TWO ASSOCIATES in the middle of a meeting. Looking over as --Someone in the hallway, calling THE PARTNER away from the door and GAFFNEY rushing out to join the conversation and --

BRINI. But she won't answer. Imploding. Holding herself. Hand to her mouth. Pressing back against the tears that are coming no matter what she does, as we --

A rushed meeting. THIRTY PEOPLE -- U/NORTH BOARDMEMBERS and PRIMARY STOCKHOLDERS -- seated in a room that could hold three hundred. Everyone has an information packet and a copy of the lawsuit deal memo. SECURITY GUARDS manning the door.

THE BALLROOM. She's rolling now --And she's done. And it's gone very, very well. Many happy prosperous faces.

The big, weird hub of three different huge reception rooms. Wall-to-wall carpet. Chairs stacked in distant corners. Empty. KAREN walking off her excitement. Standing there. Catching her reflection in a wall of mirrors. And then...She turns. Stops. Blinks. Freezes.She's just paralyzed. He's carrying one of those copy-shop boxes.He drops the box. Pulls out a RED-COVERED BOOKLET. MICHAEL You have one of these? (offering it) Great memo. An oldie but a goodie. (she doesn't move) Got your heart racing, don't I? KAREN I don't know what you think you're doing... MICHAEL What do you think I'm doing? KAREN The suit is over. We have a deal. This... (the memo) Whatever this is, it's meaningless at this point. MICHAEL You think? (so enjoying this) I must've gotten it wrong. I heard you had a tentative proposal. I didn't realize you'd written all those checks already. What a drag... (the box) I've got thousands of these things, what the hell am I gonna do? KAREN I'm calling Marty... MICHAEL Do it. Call him. That's a great place to start. Let's find out who told him Arthur was calling Anna Kysersun. Let's find out who tapped those phones. KAREN ...this...this memorandum...even if it were authentic -- which I doubt -- I highly doubt... MICHAEL I know what you did to Arthur. KAREN ...even if it was, it would belong to U/North, it would be protected... MICHAEL I know you killed him. KAREN ...this is a cut-and-dried case of attorney-client privilege! MICHAEL See that's just... (here comes the steam) That's just not the way to go here, Karen. For such a smart person, you're lost, aren't you? You've got the moves, but you don't hear the music. KAREN (backing away) ...this conversation...this is over. MICHAEL I'm not a guy you kill! I'm the guy you buy! (that stops her cold) Are you so fucking blind you don't see what I am? I'm the easiest part of your whole problem and you're gonna kill me? Don't you know who I am? I'm a fixer! I'm a bagman! I do everything from shoplifting wives to bent congressmen and you're gonna blow me up? What do you need, Karen? Lay it on me. You want a carry permit? Need a heads-up on an insider trading subpoena? Need someone's name erased from an escort service list? Got a rich kid busted for dope? Somebody beat up their mistress? (wide open) I sold out Arthur for eighty grand and a three-year contract and you're gonna kill me? KAREN (barely) What do you want? MICHAEL What do I want? I want more. I want out! And now, with this...... (the memo) I want everything.KAREN is reeling. She can hardly breathe.Across the room -- THE DOOR TO THE BALLROOM OPENS and --MICHAEL hesitates. She's serious. It's his. Ten million.She can't make sense -- swamped -- lost --MICHAEL starting to walk away and --(thinking they're part of DON JEFFRIES (cont'd) grab that guy! (but they don't) What're you doing? (totally confused now because--) TWO SECURITY GUARDS are jogging out of the ballroom and --KAREN just drifting to the floor and -- MICHAEL walking away. Leaving chaos in his wake. There's DON JEFFRIES still carrying on and DALBERTO trying to calm him down. U/NORTH BOARDMEMBERS spilling out of the ballroom to see what's going on. KAREN sitting there on the floor in shock like some sort of accident victim. FINALLY GENE waiting by the exit. Watching MICHAEL come toward him. Headphones around his neck make it clear he's been listening to the whole thing.They trade a look. MICHAEL has just torn off his skin. Naked to the world.MICHAEL nods. Walking away, as we --

Rush hour. MICHAEL walking -- walking toward the park --TAIL CREDITS begin --As we fade out and...

"...if they can do it in LA -- a car culture if there ever was one -- I'm confident we can do it here in Manhattan..."

In LA they understand the horn is for emergencies only. In New York it's a constant.

I don't know, I don't really recognize New York anymore, you know?

Well, to fight too, but I just meant now -- my brother and his wife are there on vacation.

It's still rude. So, let's not do that. What else, man? We could get a drink at a bar. We could stay here.

I feel like I shouldn't have changed. \* No one's going to be dressed up at this thing.

What a nightmare. This kind of thing makes me want to live in Europe.

I feel like I have those glasses from that John Carpenter movie and I can see who these people really are...

Let's go home. I shouldn't have let you talk me into this. It's a nightmare here. It's this kind of shit -- why I can't find a movie I want to go to in the fucking multiplex or...why when I'm in Starbucks I hear music I actually like... I had this better when I was saying it to someone a week ago -- I'm having trouble articulating it now.

I just...I find Beller's CD collection \* offensive. He's...you can see all the effort. The amount of Brazilian music...I mean, I doubt he really needs eight Os Mutantes CD's.

No, I know, I'm just saying since you said "less Jewish looking..." Because people think I look Italian. And since my mom was Protestant I'm actually not Jewish at all.

Oh, I'm fair to middling. You know. Leonard Maltin would give me two and a half stars.

I think it was at Matt Levy's wedding actually. It seems like such a long time ago. Or maybe it doesn't, maybe it feels kind of recently.

We're at that age where people start dying. I mean, not of old age obviously, but the freak ones. The suicides and the...the weird sudden shortness of breath, check into the hospital, dead in an hour ones...

All the men out here dress like children and the kids dress like superheroes.

I haven't played music in years. I'm a carpenter, you know, for money, but now I'm really trying to do nothing for a while.

I'm here for a few weeks, at my brother's...and...do you want to have a drink or something?

I'm fine. But I wish I could be one of those guys who doesn't care where he dumps his coat at a party.

It's Friday -- the bars are probably full of bridge and tunnel people...or whatever the LA version of bridge and tunnel is.

You have to call her right this moment -- won't she understand you're in the middle of --

We probably shouldn't do this again. I mean, you work for my brother.

Florence, it's Roger Greenberg. Mahler is...I don't know, he's breathing weird and he's suddenly lethargic and --

No, I mean, he hasn't moved period. I can't get through to fucking Vietnam...and I'm sorry to have to call you, but I thought you might know --

We didn't get a chance to talk the other night so much and... Do you want to get a drink or something?

You know...I've been in New York, but I don't really recognize New York anymore, you know?

Uh huh. I grew up here. I drove then. I moved to New York and I stopped. I think I'm done with it.

Keyboards, a little guitar... I wrote most of the lyrics... Anyway...

We had a little following around New York after college... We opened for Fishbone once.

I just couldn't deal with the bullshit of the record business...you know?

Can I just... You do this thing...when you finish...or rather when I do...you immediately lift your mouth off of the...

Off of the head of... And it leaves me feeling...cold. Like cold cold, winter cold. Not off-put, cold.

You don't stink. It's just a small thing. I don't know, maybe it's how people of your generation give blow jobs. I shouldn't have said anything.

He was supposed to come home today, but the numbers dropped and they have to keep him until he's stable. They asked if the gardeners use rat poison.

Listen, I'm sorry...I know when Mom was sick...I know you said I needed to come out, but Mom said I didn't --

People don't call on my birthday anymore. I guess I don't call people on their birthdays, why should they call me? I didn't call you. When is yours?

Laughing already demonstrates appreciation, the applause seems superfluous.

Also, it's like, just treat the \* restaurant like it's your living room, \* guy... \*

I was reading an article in the paper this morning about someone running for office and they gave his age as 41 and my first thought was, that guy's an adult. Adults run for office.

But what I'm not thinking is, "I'm 41 too." If I was in the paper, that would be my age.

Maybe I should've invited Florence. Or I should've had a party...I don't know.

It's weird aging, right? It's like, "What the fuck is going on?"

I mean, you know it's happening. We're all playing by the same rules and still...somewhere in the back of my head I thought I'd never actually be forty. Let alone...over forty.

Should I invite her? It doesn't have to mean anything. I don't want to set up a series of expectations with her. What do you think?

She lives near here. I'll see if she's around. She probably has other plans. I won't get into it being my birthday.

She isn't as pretty as Beth -- or her face is, but she's rounder. Not fat. I find it sexy. But...you'll see.

Florence is... If you worked in an office with her, you'd definitely develop a crush on her. But outside of the office you'd start to wonder if she's as cute as you imagined.

Fabula never got you. She thought she'd bagged some fancy British man \* rather than just Ivan... I know she helped with the addiction and everything, but... You're over that. We have to find you someone. It's too bad neither of us are the type to go whoreing.

I don't believe things happen for a reason, but me being out here at this particular time, maybe it's happening for a reason.

I mean, who does that? !Gets the waiters... I'm not one of these preening LA people who likes everything to be about them -- some dickhead who does karaoke at the Farmer's Market and hosts a running charades game every Friday night and \* swing dances. I like to keep a low \* profile. !He knows that too. !And this was a big thing for me, involving both of you together. !I'm happier compartmentalizing everything. It just works better.

I'm... You know I almost had a record deal when I got out of college. I haven't done nothing.

I want to be doing what I'm doing. I'm doing nothing deliberately.

I'm not supposed to get involved...I mean, I'm trying not to... But, fuck it, yeah, okay...

Yeah, I guess so. I lost Ivan for a few years there to this racist he met in rehab. But their marriage is ending which is good for him. And me, to be honest.

You probably wouldn't believe this, but in college we all looked up to \* him. He was from England and he used \* to be really handsome and stylish and \* kind of great... \*

I used to borrow his pants. You know, when you're younger you wonder how do people become who they are. Who are those beaten, ex-junkie, out of work guitar players who end up fixing your computer? And then you realize: they're Ivan. Sad.

I know it doesn't feel that way, I mean, I wish I had felt more young when I was your age. I'm probably young now and don't know it.

Ivan and I call each other "man," but it's meant as a joke because it's the kind of thing we wouldn't call each other. It's our imitation of other people.

That's like the stupidest story I've ever heard. Are you sure you didn't fuck these guys?

Is there more? I just want to get it all out now so I don't get any more disgusting surprises.

You can't do it here? I mean, you know him now... Don't we get some say in this?

I'm trying not to call her! I'm just going to hurt her feelings, man. I'm trying not to do that to people anymore and I don't want to be asking anyone for a ride anymore ever. I just turned 41, I should be able to drive!

Like if someone wanted to help out for a couple of hours once in a while.

I always felt bad about that night after we played the Viper Room and you were there with your sister and I wanted to go to that party and you were tired and I let you go home and --

I should have been straight with you. You know, I originally got into music to meet girls and I think when we started playing around LA and I was getting some attention --

But I wasn't clear with you and I want to apologize for how I behaved. I kind of just let it end, left town, and was uncommunicative and I feel like I didn't even give you a reason --

You didn't like the Sealy, you thought it was too mushy... We used to make that 1-800 Mattress joke, the extra S for extra sex...

Beth, I made you that bed! Don't you remember? It was why we were buying the mattress to begin with.

I work out of a studio in Bushwick I share with a few other carpenters and...that's been pretty good. It's political, though. Um, what else? Recently, I had this thing where I couldn't move my legs. Literally. You know, but it was psychological.

Yeah, so that took some time dealing with and I think that brings us up to date.

I had a shrink there who said you only missed by five percent. I'm not positive what it means, but in most things ninety-five is pretty good.

Philip's dog, really, but I'm taking care of him. He has an autoimmune disorder. Since he got sick I keep thinking I have something.

It was corporate bullshit. I didn't want to be a slave to the A&R department -- they'd fuck with the songs. We had no control.

I'm sorry, but... I didn't want to do it unless it was on our terms.

I was thinking, we should maybe do something together again -- write some songs.

Yeah, but... If we got something going... I could stay here possibly.

Uh huh. It's funny, don't you still think of yourself as a guitar player even though you don't really do it anymore...

A pool party. So, come. Bring Victor. After we hang up, I'm going to call some people.

Is it okay, is it a dud? I do this, I throw a party last minute and then I'm disappointed no one can come.

I need to put together the chips and guac and creamsicles I bought.

I got you ice tea and lemonade, but I \* didn't know the right proportions so \* you'll have to make it. \*

I don't know that I need to document the reasons how this isn't like a Gatsby.

Why is that news to you? It is a small world, I'm surprised we all don't run into each other more often. For instance, you and I went to school together.

Yeah, they do better with internal medicine there. I was going to call you, but --

My friend, Jason jokes that if they gave MacArthur grants for mix cd's I'd get one.

I was limited to what my brother had and I couldn't figure out how to get stuff off my iPod...

Karen Dalton was like a homeless \* junkie in the 70's. You know, it's a \* woman with sandals. Maybe there's something you want to sing on there...

A shrink said to me once, that I have trouble living in the present so I linger on the past because I felt like I didn't ever really live it in the first place. You know?

Yeah. You've got to stop calling me. I've intentionally not called you. Even when I needed to call you I didn't. You know, I took a Pet Taxi.

Oh, come on, it wasn't for Mahler. Florence, you... Take some responsibility. Don't put yourself in this kind of situation.

No you don't... You don't like it. Why are we even having this conversation, we're not really even dating and we're seeing other people...

I don't know! Anyone. I'm doing nothing! I'm not tied to anyone. How many times do we have to go over it? Jesus. I should be with a divorced thirty-eight year old with teenage kids who has low expectations about life. I don't want to fucking do this anymore. God.

Gina -- who calls you in the middle of the night crying about nothing -- Gina who can't even get your flyer info correct. Yeah, listen to Gina.

I can eat the skin. Why don't we have chicken and rice with Mahler.

I'm sorry about my...freak out by the pool. You know, I got to try not to do that. I get abusive. I'm working on that.

I mean, it's not just me...you do participate in it too, though. I mean, don't you think?

Well, for me! You know what I think, Florence -- I think you're transferring shit onto me. You're looking to me for the mental and physical abuse of your father...and sexual molestation or whatever...

Well, that's what I want to talk about. I don't know, I mean, I'm leaving in a like a week --

No, it's fine, don't worry. It's your day. Or...you know what I mean.

I thought since she couldn't eat she might be hungry when it's over.

It's a stupid rule. I mean, what does peeing have to do with anything.

Yeah, but I know myself I'd procrastinate, take time off... Eight years at best. Who's going to hire a forty-nine...let's just call it fifty. Fifty year old vet.

I think you'll find lots of girls will be able to make that dish.

You're sure it's okay I left? She might wake up and is scared...

Can I ask... What do people say about me? Like...negative things I wouldn't know.

I'm pretty up front with... No effort? I'm making my brother's family a dog-house. You know, I \* brought my tool belt from New York, I \* had to check my bag because of that. \* I always do carry-on. Look at my \* hands, I have callouses. Does Beller \* say this?

They're really not interested in me. I just look like some old guy to them. It's so insulting.

I haven't done this in like fifteen years. Since college or since a couple years out.

This is very unlike me. I actually hate coke. I hate it politically and I hate how it makes me feel. But when it's done I may have to kill one of you out of sheer frustration.

I just did a line. I think the last time I did coke was with you.

It was just a line, but I feel really wired. I guess my tolerance is less.

Man, you've got to come. I can't believe you lied to me about your dinner.

I can't decide if they think I'm really cool or totally pathetic. I'm not sure I know the answer to that either.

Are you kidding? Duran Duran is great coke music. Give it a chance.

I read an article -- aren't you guys all just fucking on the internet.

No, we can't put on fucking Korn. Jesus. You guys smoke crack at all?

Are you kids really different from me? I mean, do the movies on the iPods and facility with MySpace pages make you guys really different?

You're mean. The thing is about you kids is that you're all kind of insensitive. I'm glad I grew up when I did. Your parents were too good at parenting. All that Baby Mozart and Dan Zanes songs. You're so sincere and interested in things.

Would it kill you to use a coaster? There's a confidence in you guys that's horrifying.

You're all ADD and carpal tunnel -- you wouldn't know agoraphobia if it bit you in the ass. And it makes you mean. You say things to someone like me who is older and smarter with this blithe air. I'm freaked out by you kids. I hope I die before I end up meeting one of you in a job interview...

Okay, man. Okay. Isn't this weird? It's so weird. How amazing is it that there really are palm trees in LA?

Oh, god, man. Don't give in. I know it's the harder, more painful decision to stay free, but that's what adulthood is. I mean, I could just stay with Florence because it's easy, but I don't want easy.

It's not going away... It's transforming. You're going through something. Which means...you'll get somewhere.

We never would have survived at a major label with those restrictions --

Listen, man, I think you're playing out some old family dynamic here. Apropos of what we were saying before about what people say about us -- people feel you hold onto petty resentments and --

No, you should know. People think you play the victim. I don't mean this in a bad way, but you let people feel sorry for you when it just protects your narcissism --

Well, that's why I didn't want to be in a band with you! Because you won't acknowledge any of your shit. You were fucked up all the time and -- What do you want me to say?! I didn't know it was going to be our only offer. I didn't know I had the power to blow it. I thought we were all just giving our two cents. I didn't know the band would fall apart because of me. I just thought, "Fuck 'em!" Maybe, obviously I'd do it differently now...

Of course I know what it's like to live a life I didn't plan on. What do you think I'm doing right now?

Florence, I don't know if you peed yet \* or you're going to get this message \* tonight but I gave Mahler two of his \* pills but then he ate pizza and one \* he's supposed to take on an empty \* stomach, and -- I don't know what to \* do. I know so little about basic \* shit. I can't even swim in the pool. \* My brother's in Vietnam and I can't \* swim in the fucking pool! We have the \* same parents, I can't blame that. \* There was something else I wanted to \* tell you. You, know, I'm sorry I can \* be...whatever it is I can be. It's \* half my fault and half the atmosphere. \* That's a Leonard Cohen lyric. You \* should cover that song. You sing \* great. You should go on YouTube and \* all that stuff you guys do. Just do \* it. You go girl. I can't believe \* they closed Tower Records. How did \* that happen? What was it I wanted to \* say -- \*

I'm never going to be one of those \* people who remembers people's \* birthdays or gives a shit about their \* friends' kids. I mean, you and Ivan \* seem to get pleasure from that shit. \* I could never get pleasure from that. \* Oh, this is a good song. Someone once \* said to me, "Hurt people hurt people." \* It's kind of trite, but it stayed with \* me... \*

We don't share blood. My brother fell for your mother, why shouldn't we --

Great. I'll write this out for you, but...he gets prednisone, which is a steroid, twice a day for three days...

You know... I can't go. I can't...afford it, I can't... I have to pick up my friend --

I know you know I was in a hospital. I'm not hiding it. But it's not what defines me, you know.

Florence Marr, 25, stands on a ball. A tiny woman, 40's, hovers near her.Florence sticks out her tongue and the teacher grabs hold of it.

I'm going walking today, I'm going walking today, I'm going walking today...

Shoot, I think I left my ticket in the car. It's under Philip Greenberg, two suits and a dress.

They really liked the heirlooms I got last week. Do you have the heirlooms?

Because the vacation is for family members only. Mahler and I have to stay in LA.

Really, don't worry about it. It's better in a way because then I don't spend it all at once.

I wish someone had told me. Are you going to play with me next week?

Um, your brother left a check for me. Is that okay if I come by?

Cool. Um, Philip said if you need \* anything, I can pick you up some groceries or things.

Yeah...it's one of the rare times I was actually happy around my dad.

I want to have a relationship with her, but she's just not that friendly to me. You want to see, I got her these puppets for her birthday --

I don't really have...there's a Corona Light and I have some cheap tequila someone left here once.

Can we take it slow? I'm sorry, it's just... I just got out of a long relationship and...

I don't want to go from just having sex to just having sex to just having sex.

Ugh, this is so annoying, but I really have to call my friend, Gina, back. Sorry, it's just if I don't call her right away I'll be a bad friend. She's always got an emergency. I'm sure it's nothing.

To your brother's place? Way too long. It's like five miles. You can stay...

Oh...this is stupid, but I'm singing Saturday night at this place on Orange and Sunset.

Like at 11:30. It's...there are a lot of acts so it's hard to pinpoint. Don't feel obligated.

That's cool. And I've got to stop doing things just cause they feel good.

Why do you say it like that? He's not crazy. A lot of people go to insane asylums.

Yeah, it felt good tonight. I'm so glad you came. Very unexpected. Nice.

I know. It helps when you've had three rum and Cokes. Did you meet Gina?

I was flustered. !God. !It was dumb. Is it okay if we go back? !I can drop you at the house first if you want.

I made a snap judgement. If you'd rather the devil, you can switch it out.

I don't know...I was telling my friend, Gina, how cool it is that...I mean, you seem really fine doing nothing. It's like you don't feel all that bullshit pressure to be successful...I mean by other people's standards...

That's what I was saying. I don't know if I could do nothing and be that cool with everything.

Who are those personal assistants who sing at open mike nights...

I know what that's like. This friend of mine, Marnie, and me, we went to this cheesy bar in Hollywood one night and we just thought, let's pretend we're kind of slutty girls looking to get picked up. Even though we weren't. And we ended up talking to these two frat guys, but like 30, who were all into their bodies and cologned, very well groomed. And we ended up going back to one of their places -- and I think one of the them was almost retarded or he was really drunk because he didn't make any sense. And they got out a video camera and Marnie and I did this kind of strip tease...it was crazy because we were still playing these girls, but here we were showing our breasts and...

It's not on the internet. And it wouldn't be under my name if he posted it, which I'm sure he didn't.

There's a Florence Marr who's an ice skater who comes up a lot --

He said, disgusting. I don't think \* it's disgusting. It was just dumb. I \* was like twenty when it happened. \*

Well I do work for his brother. I mean, I should thank him maybe for the CD. I don't want to be rude.

Um, I'd like to visit him at the hospital. If you can give me the information. We don't have to see each other, we can go at different times.

Gina told me it's nice to leave them something that smells like you.

But that's embarrassing -- now that we've talked about it. I don't know what I'm saying. Sorry.

I don't know any of this. I don't know Karen Dalton. Very cool. \* Thanks.

I think I get excited to see you and then I worry it might go too quick and I just say things to get a reaction...

Don't...you know don't say anything bad about...I can't think anything bad about Gina right now...

If you put the pills in peanut butter \* they go down easier. \*

The vet said the steroids might upset his stomach. I'll just, I'll cook this and then I'll go.

I can pick up a roast chicken at the market. He shouldn't have the skin it's too rich.

I'll get the chicken, but I'm going to call you when I'm pulling up and you can come out and get it.

Then you're not apologizing. You know, this isn't a good day for me, I'm going to go --

That gives you enough time to find your thirty-eight year old divorcee.

It's something a singing coach of mine told me. Shit! Sorry... Sorry... I spilled...my champagne. Forget it.

No, he's not even the same guy anymore! Sorry, I'm trying to get drunk. I don't mean this to sound dramatic...and I wasn't going to say anything. And Gina's taking me... I mean it's not yours...It's...I found out a couple of days ago...and...I don't know... It's...it's got to be my ex's because I'm six or seven weeks and you and I only just... And you used a condom anyway... I didn't want to tell you, I mean, it's weird, I've been pregnant this whole time...

I made an appointment for a D and C. I'm really sensitive to pain so I asked for anaesthesia. Sorry, I'm trying to get drunk now. And I can't eat after ten.

I've got to get insurance. The anaesthesia was so expensive, I'm such a baby about pain. I stayed over night! I'm glad your brother's coming back next week, I need to work more hours.

I wasn't going to give it to you because I was pissed, but you can open it. Happy Birthday again.

Remember the sticks are too old... She's coming over this weekend -- I framed her picture.

Florence rummages through her purse.The dry cleaner stares at her.Florence hesitates and hurries toward the door.

A large, open California craftsman. Florence, clutching grocery bags and dry cleaning, types in a code on the keypad outside the front door and enters. A boy, 7 and girl, 5, rush her.A German shepherd mutt bounds toward her, wiggling with anticipation.

Florence unpacks the groceries. The kids dancing and chirping \* around her.

Florence hurries toward the master bedroom, holding the dry \* cleaning. The kids follow, still chattering. \*She bursts into tears and runs in the other direction. \*

Florence feeds the dog. The boy still jabbering. Philip Greenberg, 30's enters holding a toothbrush, harried, in the midst of packing.Carol, 30's, enters, equally harried, holding a sweater and pair of jeans in her hand.She immediately turns around and heads for the door.

My brother will be staying here. He might call you with things...questions or an errand or two...

And I'm hiring him to do some work around the house. He's a carpenter. \*

And you'll confirm the car service and the flight info for tomorrow.

Oh, I forgot to write you a check for, what do we owe you now...

You have to write this stuff down if you're not going to remember it.

They're not supposed to, no... Shit, should we be getting on a plane?

Listen, we've done that, Mom's dead. I'm not going to baby you about it. I'm talking about right now. I'm in Vietnam and my dog is sick!

I know you're trying. It's...it's scary, you know when you're far away.

Good. Carol wants me to ask about the dog-house, if that even matters now. \* Ugh. \*

Okay, I'll call you tonight if there's more to go over which I'm sure there is.

And we can always call or e-mail. I'm sure there's e-mail in Vietnam.

Florence puts the car in reverse, looks over her shoulder. A long scraping sound as she backs up. We STAY on Florence's face.

Open suitcases and bags on the bed. Florence helps Carol fold clothes and pack. Philip is organizing passports, money, keys.

Florence walks Mahler up the canyon. CUT TO: Florence sits on a bench, Mahler at her feet. \*

Philip and Carol hug Florence on her way out. The kids grabbing her legs.

CLOSE on a TV screen. Monkeys play in a dense forest. We PAN \* down from to find Florence and her friend, Gina, 20's, outside \* the gallery window, watching this image on the TV. Florence \* finishes a cigarette. \* They go inside the gallery. \*

Florence and Gina enter the forest installation. It's an opening. We see snippets of party conversation.

You just gave a blow job to someone who got out of a mental hospital.

I'm sure he's done much worse than flash his tits on video. Whatever got him in the lockdown ward.

No, I don't like how he treats you. He acts like you work for him.

A keg and chairs fill out the ad hoc reception area. Florence \* sits on a couch and leans in closely to a guy she's been \* talking to. \*They kiss. Gina appears in the doorway. \*Florence looks up from her kissing, a dazed look on her face.

I was thinking this morning that I've \* been out of college now for as long as \* I was in. And nobody cares if I get \* up in the morning. \*

"There's a rugged road on the prairie \* Stretchin' all across the last \* frontier. There a stranger strives \* solitary. Blessed is the lonesome \* pioneer..." \*

They're kissing. The guy leads Florence to his bedroom.Florence hesitates, not what she expected to hear.She follows him down the hall...

Florence looks over at the sleeping young man. He's curled on his side, his back to her. She puts her hand on his naked back and feels his breath move in and out. Quietly she gets out of bed and begins to dress. The clock radio glows: 4:48. \*

Florence drives, in the same clothes, her hair unwashed. The early morning light is starting to creep up.

A low-rent place in the valley. Florence sorts through some song sheets. A tall, bony guy unpacks his guitar from the case.The guitarist shrugs.Florence hesitates then opens her wallet. She fingers through some bills.

A studio with a kitchenette. It's messy. Clothes and magazines lie on the floor. Florence, her hair wet from the shower, and in a robe, is on her computer, answering e-mail. The phone rings. She picks up.

CLOSE on a stack of instructions open to: If you need anything call Florence Marr at: And the number. We're on the back of Greenberg, 40, in a T-shirt and boxers. He anxiously shifts his weight from one foot to the other. He stands inside a door on the second floor balcony and watches a hairy burly man, 30's, leap in the pool -- his ass curls up over the water and submerges. Two women and another man, 30's, sun themselves and chat.He turns. We see his tired face for the first time. \*

Greenberg's feet creak on the wooden floor boards. On a side- \* board is a vintage wind-up toy girl playing vibes. Greenberg winds it and the girl rotates and plunks out a tune. He pours a pill into his palm from a container at his bedside and downs it with a glass of water. Mahler stretches out in a sun patch on the floor. Greenberg steps into the sun stream and passes his hand aimlessly through the floating dust particles.

Florence turns the key in the lock and enters. Mahler ambles \* toward her, his long nails scraping the floor. Florence hugs his face and scratches behind his ears.Greenberg enters holding his cereal bowl.She retrieves a dried chicken lung from a jar in the pantry and feeds it to him. The dog licks her hand thoroughly -- she giggles.She slides open a drawer and retrieves an envelope. Greenberg pats the dog stiffly on the top of the head. He chooses a song\* on the iPod. "It Never Rains in Southern California." \*She makes a show of listening.She disappears into the other room, a door shuts. Greenberg starts a list: whiskey, ice cream sandwiches... The muffled sound of her peeing. He hesitates. The toilet flushes. Her feet clomp across the floor. He hands her the grocery list with the two items. She grabs Mahler's green leash from a hook. Mahler jumps up, excited.She hangs the leash back on its hook, walks quickly, her back to Greenberg and is out the door.The kitchen door sticks open behind her. Mahler runs along the wall to the window. He jumps up, standing, with his paws on the sill and watches Florence walk away.

Do you remember how they used to play \* this on the radio every time it rained. \*

And if there was a fire they'd \* play...Burn Baby Burn or... \*

You sewing his Flash suit? Is he the \* devil or the Flash? Did he ever say? \*

Greenberg walks the shepherd on a dirt incline. He wears painter's pants and a sweater, clearly not used to dressing for warm weather or exercise. Greenberg rests on a bench with Mahler. \*

The swimmers are gone. Greenberg, in a T-shirt and shorts, walks cautiously around the edge of the pool. Mahler runs energetically in the grass. He nudges Greenberg with a frisbee. Greenberg grunts a sound that approximates "Sit." The dog doesn't respond. Greenberg wrestles the frisbee from the animal's mouth and tosses. Mahler bolts after it. Greenberg removes his shirt and wades into the water. He shivers. Suddenly he pushes out. He can't really swim -- he keeps his head above water and dog paddles to the other end. Finally he reaches the ladder and lifts himself out. He's panting. He lies down in a chaise and tries to relax.

CLOSE on a handwritten letter: \* "Dear American Airlines, ...but my issue is not with the lack of leg room, but with the quality of the buttons on the seats. Not only was my flight attendant button busted, but so was my recline..." Greenberg scribbles away. He eats cereal. \*

Greenberg empties his cereal bowl into the toilet. He scrapes \* at the remaining soggy flakes with his spoon. \* He looks in the big, well lit magnifying mirror. \* 24 OMITTED 24 \*

CLOSE a scrap of paper with the name Ivan and the number. Greenberg, his hair damp, dials.

"...Dear Mayor Bloomberg...if you placed a police officer at strategically chosen corners of Manhattan...

Greenberg stands in the doorway reading his hand-written letter. Across from him is a man, late 30's, in an untucked flannel over a T-shirt and khakis. This is Ivan.Ivan takes a few tentative steps into the space.Ivan picks up a photo of a teenage girl.Greenberg walks into the den. We STAY with Ivan. He looks at the attractive eighteen year old girl posing in front of the Coliseum. Greenberg returns with two glasses of scotch. He hands one to Ivan.Greenberg pours Ivan's drink into his own.Ivan sits on a speaker. Greenberg perches on a window ledge.The beard is cool. \*Greenberg stands.Ivan stands up.Greenberg grabs scissors from a left behind paper-doll project on the table and idly snips at his hair while he talks.

Yeah, I think it's best. I've gotten into these Arnold Palmers, you know, ice tea with lemonade.

I thought I'd told you, but I guess I think we talk more than we do.

It's a lot to go into. I feel terrible for Victor. I really want you to meet him he's like a little person now.

Yeah, but now, he's eight, he's like a friend -- he's fun to hang out with.

I'm glad you're here, man. It's good for me to get out like this.

I know, it's like when I look at my highschool yearbook now, the seniors still look so old.

She made one remark! And it's really cultural. I mean, by our standards Fabula's mother is a bigot.

I'm just saying, Fabula's a lot less possessive than she used to be... You'd like her more now --

I've got to pick up Victor at school in half an hour. Can you ask Florence?

I don't think I have time really between the computer work and Victor...

No...not...I don't. You know I hired a guy, Ezra, to help me with the company so... It's a...I have to concentrate on that.

Megan's husband wants to know...do you know what kind of tree that skinny one with the yellow flowers is?

It turns out Marlon and Peggy have a ten year old who went to Victor's school. It's such a small world.

I'm confused, are you going to vet school or regular medical school?

Fabula makes this rice dish with raisins and pineapples that's really delicious.

I think I'll go back to the motel and take a nap. I didn't sleep well last night.

She'll be fine. The nurse seemed nice. We'll get her in the morning.

I don't know, I'd say the biggest criticism they have of you is that you have trouble making fun of yourself.

That's what people say. I wouldn't get too worried about it. These aren't difficult things to fix.

Some people think you lie about things that you don't need to lie about. That you don't make any effort.

I think he's said it, yeah. Others too... Maybe Johno once and Anna --

You've been dating Florence for a month, I've been married for ten years with a child. Don't tell me what adulthood is.

It's been a really hard time for me, Roger. I mean... I miss my family. \* I feel like...all the work I've done over the years, you know, kicking the drugs, being a dad. I feel like it's all going away.

I don't think you understand what it's been like for me out here. How my...how the kind of life I had hoped for... It is huge to finally embrace the life you never planned on.

What could you possibly know about how the world works?! You've never entered the world.

You know, the people I hang out with, we say, "Oh, I'll lend you that graphic novel" we mean it. We do it. You don't know how to do that.

This is a small thing and I know it's probably boring for you, but you know it would've been nice if you'd made an effort to know Vic.

Florence told me you were in a hospital. You know, I understand that kind of stuff. We could have talked about it. Maybe made each other feel better. And instead we don't talk about anything good...

A CD plays. Ivan winds his way up Laurel Canyon. Greenberg is shotgun -- he looks down at his feet.Ivan hesitates.Ivan gets into the turn lane and waits for the oncoming traffic to pass.Ivan does. They make the turn and continue upward, the street narrowing. Greenberg applies cherry chapstick to his lips. Ahead, people are spilling into the street. Kids run around. \* Balloons are tied to the outside railing. \*(pause) \* Keep going, keep going, keep going... Ivan slowly drives past the house, both of them craning their necks to survey the party.Ivan continues winding upward. He pulls into a drive-way and turns around. Greenberg yawns, anxious, almost giddy.They re-approach the group now from the other direction.

People mingle, kids run around. Ivan dumps his jacket on a chair with a pile of coats knocking some onto the floor.Is this a fucking children's party? \* Greenberg, in his down vest, drifts toward a wall of packed CD shelves. He looks irritated.At a certain point you're just showing off. Megan, a busty short girl, embraces Ivan. She raises an eyebrow at Greenberg and smiles slyly.Greenberg sighs.They both nod. CUT TO: Greenberg finds the bar area. He suddenly comes face to face with a scruffy guy, 40, in a hooded sweatshirt. This is Eric Beller. \*Beller appears to make eye-contact with Greenberg, but quickly \* engages with another guy in a baseball cap, Pep Boys T-shirt, and cargo shorts, Johno. Greenberg taps Beller's shoulder. \*Beller hesitates, confused. \*Greenberg nods, trying to participate, but neither guy addresses him. Greenberg applies his chapstick. Finally:Someone yells: "Beth!" Greenberg turns around. Beth, late 30's, holds a young girl in her arms and the hand of a boy in a Devil costume at her side. She's greeted by Beller's wife. \* Greenberg stares.Beller holds his hands about a foot apart and shakes them, \* imitating Greenberg's previous gesture. Johno laughs.Beller shrugs. Johno laughs. \*They stare at him. Greenberg excuses himself and walks through the crowd over to Beth. At the last moment she sees him coming.He leans over and kisses her cheek.Greenberg wipes his damp brow with the sleeve of his wool jacket.Greenberg hesitates. Megan passes by.Greenberg barely nods.She goes into her purse and writes down her name and number.He wipes the sweat off his face with his sleeve again.She laughs and backs away.Pause.She walks away. Greenberg looks around for Ivan. Beller plays\* with his kids. Greenberg sweats. \* 29 OMITTED 29 \*

Should I know? Insert foot into mouth. Are you really big or something?

Duder, it's called Your Grandma's Pussy -- it's like Anaconda -- you get seven cards down --

Come to think of it he's kind of a less Jewish looking version of you.

You kidding, have you been to one of Eric's Seders? Eric gave trees to Israel.

You didn't hear? A totally random thing, had a really high fever, went to the hospital and...died...

Mine are the one in the princess costume and the one in the devil costume.

What are you doing these days? You're in New York, right? You're making music?

I'm gonna go talk to my friend, Perry. It was good seeing you Roger.

...you were sleeping on my floor. I paid for the lawyer to make the deal -- money which I didn't have at the time.

It was completely standard. It was a record deal. It was a big thing for us. We weren't going to get any better than that.

You weren't the only one in the band. It's morally reprehensible what you did.

Well, you got your way. There's no record...there's no band! That's your terms!

It does matter. I was hurt by you. You're not who I thought you were.

I do remember that, I do remember that. Sorry. Totally. Go on...

I had a shrink who said to me, "You're of value." It's stupid but it always stuck with me.

Oh. Oh. Yeah. No. Come on, you know that's a terrible idea. No. But...no. No.

He presses play on a portable CD player. The opening organ of Steve Winwood's "While You See A Chance." He stares at himself - - the music swells. We hold. And hold. The vocal starts, he reaches over and stops the CD. He starts it again from the beginning. He studies his face, deadpan, the music playing as sound-track. He stops it again at the same point. And does it again.

CLOSE: "Dear Starbucks, In your attempts to manufacture culture out of \* fast food coffee..." \* Greenberg drops the pencil, bored already with the letter. \* It's getting dark. Greenberg flips through a stack of papers, directions, emergency numbers... Florence Marr. He hesitates, picks up the phone and dials.Silence. She chews.Silence on the line.

Greenberg walks to an idling car. Florence waits in the \* driver's seat. She waves. He opens the passenger door -- \* there's a mess of CD's and papers on the seat and floor. \*She tosses a couple of things in the back seat and clears the \* rest off onto the floor. He gingerly steps in the car. The \* sound of cracking plastic... \*

Florence waits at a light. She wears a green vinyl raincoat. Greenberg, in the passenger seat, roots through the pile of CD's at his feet. The radio is on.She turns. Greenberg reads the back of a John Mayer CD.

Florence searches the room, turning things over. Greenberg looks at her books on shelves held up with bricks. Ed McBain and Lawrence Block-type mysteries interspersed with psychology, film and literature maybe saved from college. They're both still in their coats.A framed photo of Florence around ten wearing a T-shirt that says: Yo-Yo. A blonde man in a polo shirt has his arm around her -- she looks scared and uncomfortable.Greenberg nods. He moves over to the refrigerator. A colorful, abstract drawing held up with a La Brea Tar Pits magnet.She retrieves two puppets -- a witch and devil -- from a drawer.She walks across the room, her foot catches a boot in the middle of the rug. She stumbles.She opens the fridge.She opens it and hands it to him. He takes a swig and passes it back to her. She drinks. Hiccups.She offers the beer back to him. His mouth is on hers. Their arms groping. He pulls her blouse over her head.He nods and tries to undo it.He lifts it -- her breasts heave toward him. The bra awkwardly stuck at her collar bone. He leads her down on the bed and yanks down her jeans, pulls aside her underwear and shoves his face between her legs. Her eyes search the room uncomfortably.She sits up stiffly. He stands, goes over to the kitchenette and pours himself a tequila.She pulls her bra back down over her breasts.Greenberg looks annoyed.She gets off the bed, pulls up her pants and walks toward him. They stand about a foot apart. He takes her hands. The nails and cuticles are chewed. She undoes his pants and sinks down to her knees.He looks at her head at his crotch. He holds onto the counter for stability and comes immediately. She withdraws brusquely and stands up. Greenberg shivers, still finishing. He registers something on her face.

He flushes the toilet with his foot and washes his hands. He inspects a black head in the mirror, but thinks better of squeezing it. He notices a scale on the floor. He steps on the scale. He frowns. He braces himself on the sink and pushes off his shoes. He gets back on the scale. Still a look of displeasure. He steps off quickly.

Greenberg exits the bathroom. Florence wears a bulky white robe and smokes a cigarette. She listens to a message on her machine. A girl's voice. She holds the receiver.Florence slowly puts down the phone, hesitates.She grabs a flyer from a stack on her desk.She hands it to him -- it's a drawing of a bird and a guitar. Greenberg debates something in his head.She grabs it back and writes a 6 over the 4 on the address.

Greenberg is gone. Florence is on the phone, smoking a \* cigarette.Florence laughs despite herself.They both crack up.We hear a shriek:

From a distance we see Marlon climb out of the pool. Peggy is getting dressed and packing up. Mahler lies in a sun patch. Greenberg, on the balcony, frowns and waits. Marlon sees him \* and waves. Greenberg immediately ducks back inside. \*

Greenberg hauls a wooden plank from the garage. He nods to a Mexican gardener who collects fallen palm fronds from the ground. He passes Mahler who still sleeps. 37A CUT TO: 37A \* He hammers a nail into the wood. He sweats. The gardener revs a leaf blower. The pool man fishes debris from the pool with a net on a pole. An active green hose snakes and curls in the water. Greenberg looks at the dog lying in the shade. The sun has moved with the day, but Mahler hasn't. Greenberg reaches for the frisbee. He chucks the disc across the grass.Mahler doesn't move. Greenberg hesitates. He stands and approaches the animal slowly. Mahler's breaths are labored gasps.

Greenberg reads his brother's number in Vietnam off of a sheet of paper and anxiously dials the endless buttons on the phone. He's interrupted by a loud busy signal. He hangs up, irritated, and tries again. Same result. Frustrated he whips through the pages and dials another number. He paces breathlessly, on the phone.

A woman with a guinea pig in her lap sits next to Greenberg who is next to Florence who wears her green raincoat. Mahler breathes heavily at their feet. Florence takes off her shoe and rubs her foot against his fur.She rises from her seat.

Greenberg looks away while three doctors spay a rabbit. Mahler rests on a brown towel in a cage. An Hispanic female vet addresses them.Greenberg looks relieved.

But his eyes are jaundiced and I'd like to run some tests. We'll keep him over night and monitor him. I'd imagine you can bring him home tomorrow.

We've basically gone past what we're equipped to do here. We think it's an autoimmune disorder.

This hospital has more experience with internal medicine. I've called and they're expecting you.

Greenberg holds a beer. He's on the phone.Hold music. Greenberg swallows the last liquid at the bottom of the beer bottle, stands and drifts aimlessly in the room. He idly sings to himself:He lands in front of a mirror. He stares at his reflection.Ringing. He mouths "thank you" a second time, admiring the movement and shape of his mouth.Silence on the line.Silence. Beller takes a deep breath. \*Silence. Greenberg continues to stare at himself in the mirror.Silence.Silence.Silence. Greenberg swallows. He studies the reflection of his adams apple moving up and down. He touches it. The sound of Beller's breaths on the line. \*

CLOSE on a scrap of paper: Beth and her number. Greenberg waits while it rings.Greenberg hangs up. He's sweating. Among the scraps from his pockets, newspaper sections, coins, he sees -- Florence's flyer.

Greenberg enters holding the creased flyer. It's bright for a bar with a series of folding chairs and tables facing a badly painted black riser and a cheap glittery back-drop. The place is about a quarter full. A lanky bearded guy with glasses plays acoustic guitar on a stool and Florence stands and sings at the microphone. Greenberg slides into the bar at the back and orders a beer.Florence's voice is sultry, low, and unstudied. Greenberg watches Florence sing. Gina, a short haired girl in a striped T- shirt, appears next to Greenberg. She orders from the bartender who's distracted, texting someone:She stares at Greenberg. She whispers:A couple of girls and a short guy sit up front and are clearly Florence's contingent.Greenberg nods, uncomfortable.She collects her beers from the counter.Greenberg looks back at Florence. It's hard to make out what he's feeling -- he looks completely thrown 43A CUT TO: 43A \* Florence stands at \* the foot of the stage, holding her amp in one hand and a beer in the other. People are filing out or moving to the bar. She's surrounded by her contingent. Florence sees Greenberg standing alone by the door. She grins and waves. He waves back.

Florence sits in a cushy chair and rubs her feet. Greenberg, stands at the kitchen counter and pours some cheap tequila. He says with his back to her:He wets a paper towel and wipes the bottom of the sticky tequila bottle then runs it across the counter.He opens the cabinet below the sink and tosses the paper towel in a plastic bag tied to a hook.He opens a counter and checks out a near empty cereal box.Florence goes over to the refrigerator and opens it. She takes out a red Jello mold with floating fruit.She cuts off two pieces, puts one in her mouth and hands one to Greenberg on a plate. He eats it.She begins to unzip his pants. He holds the Jello awkwardly and then places it onto the counter.She tries to laugh it off, but she's gone a deep shade of red.

They gave him an infusion? Is it his white blood cells or his red blood cells?

Greenberg, on the phone, stands at the window pouring himself a scotch. It pours rain outside. The wind-up girl rotates and plays the vibes.Silence. Philip's voice breaks:Roger eyes the pool -- the water has filled almost to the top. \*

The rain continues to pour. \* Greenberg covers the dog-house with a plastic tarp. He drags the end of a green hose into the pool -- the water's nearly overflowing. He follows the hose back to its other end. He takes a deep breath and sucks from the opening. He removes his mouth and waits. He coughs and tries again. Suddenly water spurts out and he quickly dodges the stream.

Greenberg sits at his lap top with a stack of CD's and records, making a mix. CUT TO: Greenberg slides a CD labeled MIX FOR FLORENCE in an envelope with her address.

Greenberg runs across the street, dodging traffic, toward the post office.

Greenberg carries a grocery bag. The sun beats down. He sweats. Hasidic Jews mingle outside a temple. A boy in orthodox garb bikes swiftly past him.

Greenberg steps into the street. A black Explorer cuts in front of him. Greenberg instinctively smacks the back window of the car in irritation. The driver slams on the brakes. Greenberg runs.

Greenberg, clutching his grocery bag, cuts into an alley behind La Brea. He's panting and sweating.

Greenberg trudges back toward home. We ZOOM toward him. He holds his jacket and a sweater in his arms along with the bags. Sweat drips from his forehead and seeps through his clothes.

Greenberg sits across from Ivan who is tucked in the middle of a long, crowded banquet. They're both in blazers, Greenberg his usual sweater but with a collared shirt underneath. Greenberg has a scotch, Ivan a Diet Pepsi. \*People at another table erupt into loud laughter. One guy guffaws and claps. Greenberg glances over at them, irritated.Ivan laughs. The guy at the table stretches out his legs. \*Greenberg gets up and heads outside. We STAY with Ivan, alone in his thoughts. He watches different women at the bar. He hums to himself. The bus boy refills his water.He tops off Roger's water. \*The bus boy picks up Roger's napkin from the floor and puts it \* back onto the table.He overhears a girl, 13, talking to her father at the table to his right:Greenberg slides back into his seat.Greenberg hesitates, thrown for a brief moment.Ivan looks at the table cloth.Greenberg flags a guy in a white smock.The bus boy takes the utensil. Greenberg looks at Ivan -- he relents:Greenberg startles and turns around. Florence hurries toward their table, smiling. She wears a heavy cardigan, denim skirt and sneakers. Greenberg half-stands.She kisses Greenberg's cheek and sits next to Ivan in the banquet -- Greenberg faces them. Silence.Greenberg gets up. We STAY with Ivan and Florence both facing forward in the banquet. We MOVE with Greenberg toward the back of the restaurant. He stops at the edge of the dining area and turns back: Florence and Ivan are still not talking.

Ivan takes a sip of Roger's scotch. He takes out his cell phone and checks -- no messages. A level of self-consciousness surfaces as he surveys the restaurant.

Greenberg tokes on the joint and spies his dog-house in a corner of the yard. Two kids sit on it making out. Discarded cups and glasses lie atop the loose pine boards.

He rubs his cherry chapstick across his lips. A car door slams. Greenberg walks to the fence. Ivan approaches from the street.

Waiters and bus boys pass through in a hurry. A guy in track \* pants and a woman with frizzy hair wearing his jacket, type on \* their Blackberries. Greenberg is on his cell. \*(shrieking) \* Mom, it's Miller! \* The sound of the phone dropping. Some movement. Finally:Laughter in the background on her end.Yeah. \*

Greenberg returns to the table. Ivan is sitting alone.CUT TO: CLOSE on a Xeroxed flyer. A phallic magic marker. The Magic Marker Live at The Coconut Teazer, March 3rd 1990. \* We hear Greenberg and Ivan laughing -- high-pitched giggles escalate throughout the following:CLOSE on a photo of Greenberg, Ivan and Beller standing on a \* stage. They're all around twenty. Ivan is in a baggy Italian suit with a guitar. Greenberg wears a turtleneck sweater and is on keyboards, Beller is in a soft black leather jacket and \* stands next to them.Ivan now has a beer. The waiters clear what is left of their steaks and fries. Florence holds on to her fries.Florence laughs.Two waiters and three waitresses carry a piece of strudel with a candle in it.Greenberg furiously blows out the candles while the staff sings. They trail off. Greenberg turns to Ivan.Greenberg shoves his chair back and walks out. Silence, the waiters disperse. Ivan looks at Florence with disbelief.

Greenberg marches briskly for about a block. He stops, a moment, aimless, then cuts into a bar. "Africa" by Toto plays. Greenberg sits on a stool and runs his chapstick across his lips.Greenberg drinks the beer and watches a Laker game on the TV. He turns to a guy at the bar.He takes out his phone and dials.

Florence drives. !Greenberg sits shotgun, still furious.Florence laughs.Silence, both of them smiling. !Florence quickly glances in the backseat.She hits the blinker and starts to make a U-turn.

Florence, with her back to Greenberg, quickly wraps something in an Allure magazine cover. She spins around and hands it to him.He tears open the paper and holds the witch puppet up from his lap.The devil puppet sits on her bureau.Greenberg tries to manipulate the sticks.Florence opens a bag of crackers and pops one in her mouth.Greenberg's face turns red.Silence. She leans over and they kiss.They kiss again.Florence nods.Greenberg looks stricken. She stops.Greenberg, seething, gets up and goes to her computer.Florence watches as Greenberg types.Frustrated, Greenberg marches over to the refrigerator and opens it.He goes into a cupboard and pours himself cheap tequila. She comes up behind and puts her arms around his waist. He pushes her off.Silence. Greenberg shoves his hands in his jacket pockets.

Cars rumble by. We see Greenberg in the distance walking the pavement toward us. He removes his blazer and throws it over his arm. He clutches his witch puppet. He looks around for a cab, but there are none. He reaches a bus stop and waits. Nothing is coming. He looks miserable. He \* holds the puppet tighter.

Greenberg and a stocky vet assistant slowly lift Mahler up. Ivan holds the leash.She hands Greenberg a business card.Greenberg shows the card to Ivan.

A tall modern office building. Greenberg carefully leads Mahler from the open door of a "Pet Taxi." He grips a stack of over- sized X-rays under his arm.

Survival rate is about 50/50. Hopefully with the right cocktail of drugs we'll be able to get it under control and keep him stable. We'll need to keep him at least a week.

No. If you want to volunteer, you should maybe go to a rescue center, but here you need a medical degree.

It's more high-tech and less homey. The X-rays are lit up on \* the wall. Greenberg sits stiffly on the cold linoleum floor. \* He pets the lethargic dog. He stares at a diagram of a dog's anatomy hanging on the wall. He places his hand gently on Mahler's torso at different spots.He hesitates then moves his hand to his own stomach and chest.

CLOSE on feverish scribbling: "Dear Hollywood Pet Taxi Co., You would\* think a vehicle made expressly for the transportation of animals would have a soft floor..."

Greenberg looks through a series of suits and sport coats. He \* chooses a tan corduroy jacket. \*

Greenberg, in a sport-coat, sits opposite Beth.Beth nods vaguely.Silence.Silence.Silence.Greenberg doesn't say anything.Greenberg nods, mortified. Silence. Beth tries to find the waiter to signal for a check.She's up, walking into the back. We STAY with Greenberg.

CLOSE on Beller who talks heatedly. \*We now see Greenberg who is shoveling salad into his mouth with a fork. Greenberg says, wiping his chin:Greenberg leans down to his glass of ice tea. He slurps from the wide red straw.(pause) \* You know, you have these scenarios in \* your head of what's going on and it's \* all...a fabrication. \* Greenberg sighs.He sucks through the straw at the melted ice in the empty glass.

Greenberg scribbles furiously on a legal pad: \* CLOSE: Dear Beller, What can you say to "morally reprehensible?" It's \* this kind of LA speak where everything is absolutes. In New York we don't have black and white, it's grey...

Greenberg looks at the concert flyer and the photograph of him, Ivan and Beller. A steaming styrofoam microwave soup and a tall\* glass of scotch in front of him. The phone lies next to him. He dials.They both laugh.

Greenberg hurries out of the supermarket clutching two big brown paper bags.

Greenberg watches out the window: Peggy says something and Marlon laughs and claps. Eight year old Victor dog-paddles in the pool. Ivan glides next to him. Megan and her husband are there with two kids. Greenberg scrapes the store-bought guacamole into a bowl. Ivan enters, in his wet trunks, and goes to the fridge.Ivan collects two beers and eyes the lemonade and ice tea mix. \* He hesitates and takes a third beer. He shuts the fridge door with his hip.Ivan heads back outside. The door slams behind him.

Greenberg walks the path toward the pool. He holds a tray with\* a bowl of chips and guacamole and stacked creamsicles. Through the brush we see: Marlon, Peggy, Ivan and Victor, playing volleyball in the water. Greenberg hesitantly and anxiously approaches. Marlon turns, sees him and waves.Greenberg sweats -- he waves back with his pinky, clutching the tray handles tightly. The phone rings inside. Greenberg -- relieved -- turns right around and hurries back toward the house, balancing the tray as best he can.

He enters the library. He stands over the machine, still holding the tray.Greenberg lays down the tray with a clank and picks up.

Hi, it's me. Florence. I'm sorry to be calling, but I wanted to see how Mahler was...

Florence sits in her car on the phone. \*The vacuum turns on with a blast. Greenberg looks at the maid with disbelief.The maid yanks the cord out of the wall. The roar quickly winds down. He walks into the bathroom and closes the door.Greenberg looks disappointed.

Florence and Greenberg sit on the floor on either side of Mahler.Florence removes the worn Fiorucci T-shirt she wears over her dress. She balls it up and places it by Mahler's snout. Greenberg gets a glimpse of her breasts as she leans toward the dog.Greenberg does a quick inventory, but has nothing he can take off. Mahler's eyes blink helplessly.

Florence's shirt is open, but she still has on her green jacket. Greenberg's pants are down, but his oxford is buttoned. They're having sex on the grass. !He rolls her over on top of him. She hesitates.She moves a little bit and then stops.Florence raises her legs up over his shoulders. He moves faster. She bucks and sucks in her breath. They both come. He opens his eyes: She's crying.

Florence sits on the grass, she's naked and wrapped in a left- out beach towel. Greenberg is shirtless and in underwear. He drags his toes through the water. She holds a new mix CD.She reads track listing.Suddenly:Silence.She winds up the toy girl who bangs on the vibes.Greenberg sinks into a metal chair. She slides on her jeans. Greenberg stares at her as she searches in her coat pocket for a cigarette.She blushes. He looks at her.Florence's eyes pool.Greenberg hesitates. He blurts out in frustration:Florence quickly collects her things. Greenberg, addled, watches her walk away.

CLOSE in long-hand: Dear New York Times ombudsman, The paper's reporters -- or should I say stenographers -- continue to uncritically regurgitate the administration's definition of "Al Qaeda" in Iraq... A stack of addressed letter-sized envelopes -- The New York \* Times, ADT, Pet Taxi among them. Greenberg organizes various hand-written letters with their corresponding envelopes.

Greenberg hustles across the busy two-way street clutching the envelopes. He wears his down vest. He sweats.

Greenberg walks out. He licks at the corner of an envelope that hasn't properly sealed.

A large blue wind-sock shaped like a man blows outside a Jiffy Lube. Using his sleeve as a buffer, Greenberg presses the button at the cross-walk a few times. At a break in traffic, he hurries back across the street. Greenberg enters a Coffee Bean. We watch him through the window as he buys coffee.

He walks quickly, holding his coffee. He stops, balances the cup on a hydrant while he takes off his down vest and sweater, exposing a damp T-shirt. He throws the clothes over his arm, and sits on the front lawn of a house. We MOVE IN on his face -- he drinks the hot coffee as the sun streams down. Sweat spills down his temples. Greenberg dials his phone and wedges it between his cheek and shoulder.He hangs up and stares into space. A car slows down in front of him and a male driver leans across the passenger seat and says out the window:The driver nods, satisfied. The car pulls away.

Greenberg and Florence are at the front desk signing papers. The nurse is handing Greenberg different bottles of medication. Florence doesn't look at Greenberg.Greenberg nods and nods and slides over his credit card. He says to Florence, apologetically:Florence nods, refuses to look at him. A vet assistant hands a marginally healthier looking Mahler to Florence. She nestles into his fur.PINK REVISED 4/09/09 86.:Florence stares at him for a long beat.She carefully leads the dog to the door. The nurse passes the credit card receipt back to Greenberg. He signs.

Half a pill three times a day with food. The blood thinner just at night, that's for blood clots and he'll get prednisone, which is a steroid, twice a day for three days and then we'll bring him down to one and a half a day and the blood thinner every other day.

Florence and Greenberg bring Mahler inside, he walks slowly and stiffly over to his dog bed, circles it and lies down.Florence grabs a sharpie and begins to code the pill bottles. She takes out three pills, cuts one in half and puts them all in little balls of peanut butter. She brings them to Mahler who \* eats them from her hand. The phone rings.She starts a pot of water on the stove and pours in rice. The machine picks up.He hangs up. Greenberg tries to find Florence's eyes, but she won't look at him. Finally:Florence looks at him with disbelief.She marches across the floor and out the front door. Before the door swings shut, she reenters.

Roger, it's Philip. Pick up. Pick up. Piiicckkk uuuupppp... Fuck it. I got an e-mail from Florence with her hours: market, dry cleaners, market, market, Rite Aid -- You can imagine, it goes on... I said you could use her for things, but not for everything. And I need to know how Mahler is. Call me.

Florence, in her car, hands Greenberg the shopping bag through the driver-side window. Greenberg lingers.Silence.Or ice cream sandwiches.Silence. Greenberg walks outside and across the yard.She retrieves a sponge from the kitchen and wipes up the spill. Greenberg enters the den at the other side of the yard.

Ivan drives. Greenberg rides in front. Florence in back. Greenberg turns up a song on the radio.He does.

Florence is in a hospital gown. She sits in a wheelchair, her hair in a cotton shower cap. A nurse is behind her.She nods and looks distracted.Greenberg turns red. She's wheeled away.They walk down the hallway.

Florence opens her eyes. Fuzzy images slowly come into focus. Greenberg sits at her bed-side. A burger wrapped in tinfoil in his lap. Ivan hangs back by the door.He holds out the burger. She tries to take it, but is too drugged. Greenberg places it on her stomach. He thinks better of it and takes it back.

Greenberg straightens a crinkled dollar on the edge of a candy machine. Ivan drinks a soda.Greenberg tears open a Doritos bag.A nurse enters the lounge.

Greenberg gets out of Ivan's car. He looks back in the passenger window. Ivan is still in the driver's seat.Greenberg doesn't move.Greenberg releases his grip on the open window. Ivan relaxes and reaches for the gear shift. Greenberg pokes his head back in the window.

Greenberg, alone, hangs his vest on the back of a chair. He looks upset. His attention turns to objects scattered on the floor: Small, bunched socks, an ice cream sandwich wrapper, a pair of jeans that look like their owner stepped right out of them. Greenberg turns a corner -- Two twenty year old girls sit on the couch drinking white wine. They both have wet hair. (Sara is recognizable from her photos.)She jumps up and hugs Greenberg. She's in a one-piece bathing suit with a sweat-shirt over it.Muriel is tall, round and busty with an open face.She runs out of the room, leaving Greenberg with Muriel. They stand in silence.

I guess, some. No one I know, I don't think. Well, maybe Paige...

I mean, I've got no problem with just giving some guy a blow job, but she takes it to the extreme...

Who knows how much longer the Reef's going to be around. It's these starfish that are killing the marine life.

Music blares. The house is filled with twenty year old boys and girls talking, dancing, drinking. Greenberg sits in a corner with a scotch, observing. He dials his cell.Two girls walk by Greenberg. He tries to draw their looks, but they don't turn. Greenberg sighs.

A girl holds her red plastic beer cup down to the ground. Mahler laps from it. Rich peels the tinfoil back --Greenberg pulls up a chair. Sara, Jerry and two other girls, Olivia and Anita, also scoot over. Greenberg passes him a VHS of Gung-Ho and Rich cuts the lines on the box. He hands Greenberg a rolled dollar bill.Greenberg does a line.The kids nod politely, doing their lines in succession.Anita looks at him, alarmed.Greenberg runs across the floor, jumping over one of the compact sliding girls. He enters the den. He rifles through the jewel boxes. He takes out his cell and dials while he looks.He finds Duran Duran's "Rio" and puts it on the stereo. He advances the tracks -- the song, "The Chauffeur" plays.Greenberg hangs up. He runs back into the living room. He's about to jump over the girl again, but she throws up her arms:Greenberg swerves around her and lands back in a chair.Greenberg looks the group over.Greenberg massages his neck.Rich takes a white tablet out of his pocket, breaks it in half, and hands part to Greenberg. Greenberg downs it with his scotch.Sara gets behind him and massages his neck.The girls laugh.Greenberg turns around to Sara and puts his face in hers.The Duran Duran shuts off and hardcore music blares.He leaps up, grimaces in pain.Rich is sitting on the floor with the compact tossing girls.Greenberg marches toward the stereo. Two guys in knit caps look at liner notes and go through records.The guys laugh. Greenberg makes a face and presses Stop.The kid grabs Greenberg by the collar. Greenberg shoves him. \* The kid shoves back. Greenberg shoves again. The kid pushes \* Greenberg who falls to the floor. \*

They shot a skin flic on my campus. Couple of guys and some townies and they acted in it.

Greenberg hobbles outside. A guy hands a slice of pizza to Mahler.Mahler snatches the pizza and runs. Greenberg chases after the dog with his arms outstretched.He pulls the pizza from Mahler's jaw, tearing it in half. Mahler gulps the rest of it down.Greenberg stops in his tracks, and listens to Sara who speaks to Muriel.A bunch of the kids surround the water. Greenberg approaches. The sound of the wind-up girl playing the vibes. A dark animal floats in the middle of the pool. One eye is visible, bobbing above the water. Greenberg edges closer.Greenberg squints, tries to make out the creature. The single eye of the dead animal stares back. Muriel grabs him suddenly and fakes throwing him in. Greenberg jolts.The kids laugh. Rich takes a pool net on a pole and starts to fish the animal out. A guy, Zach, hands Greenberg a joint.People squeal as Rich swings the animal toward everyone. He turns the net over and dumps the soggy creature on the grass. People gather around it.

Greenberg hugs his friend near the gate. The joint dangling \* from his lips.Ivan shoos it away.Greenberg massages his own shoulder with his fingers.Ivan wipes a tear from his chin. Greenberg is at a loss.Greenberg is suddenly crying in sloppy, jagged sobs.He sputters and sobs. Ivan takes a deep breath.Ivan starts to walk away then comes back.Ivan shakes his head and walks away.

Music booms through the floorboards. He's on the phone. \*(a knock on the door) \* Occupied! !I don't understand what \* happened to me...You remember Charlie \* Sheen standing on his balcony in Wall \* Street saying "who am I?" !Did you see \* that movie? Philip and I used to make \* so much fun of it. I'm thinking now it \* wasn't so stupid. I like you. \*(remembering) \* Was that... that was you like a few \* days ago. I used to have a good memory \* too... Anyway, we do. I do. Hurt \* people. Hurt... \* (pause) \* ...people. !I think Ivan and I broke \* up. I wish I could remember what it \* was I wanted to tell you. I told you \* I liked you, it wasn't that, Mahler \* ate pizza, Mahler drank beer... Maybe \* there wasn't anything. Love, Roger. \*

Sara sleeps in her frilly bed. The witch puppet is on the night stand. There's movement, she opens her eyes. Greenberg is next to her.Greenberg nudges his face right up to hers. She laughs.He kisses her. She responds then pulls away.He gropes at her. She groans and kicks at him. He reluctantly slides out of the bed, grabs a pillow, and leaves.

Muriel sleeps on the couch. Greenberg enters, holding his pillow and the witch puppet, and gets under the covers with her. His face glistens with sweat.She coughs -- it's ragged and guttural.He presses his face into her soft, big bosom and closes his eyes.The faraway sound of an alarm...

Greenberg opens his eyes. The phone is ringing. White sharp \* light fills the room. He climbs off the couch. He makes a face -- his body stiff and in knots. Greenberg massages his temples. Muriel's bags are gone. It's morning.

Greenberg, in underwear and an old Steve Winwood "Back in the \* High Life" concert T-shirt, treads through the living room. Cups, cigarettes, stains, debris. He shakes his head in irritation. Murmuring in the other room...

Greenberg enters the kitchen which is a disaster. Sara and \* Muriel, freshly showered, sit at the breakfast table drinking coffee. Mahler lies amidst their bags on the floor.Mahler hops up and approaches Greenberg.They laugh, Muriel's turning into a hacking cough.Greenberg grins, he likes that. He scoops out a cigarette butt from Mahler's drinking water. Out the window: Marlon and Peggy arrive at the pool. A gardener drags a brown garbage can in the grass.The New York Times is spread out on the table. Greenberg grabs the A section. He flips to the back. His eyes search. He grins. He tosses the paper down between the girls.They both smile politely.For a moment, Greenberg is glowing. He arranges Mahler's pills on the counter. The girls chat animatedly at the table.Greenberg listens to the girls' conversation. He opens the fridge and takes out the butter.He collects the butter pads and crouches down. Mahler eats from his hand.A slight smile breaks across Greenberg's lips.He licks the remaining butter from his fingers.Greenberg's face.

Greenberg furiously throws clothes into a duffel. \*Greenberg hesitates.

Greenberg tears across the garden. Mahler galloping alongside him. Marlon, in his trunks, with blue tinted sunglasses is collecting his things. Peggy, disgusted, holds up a large black feather. Marlon turns -- Greenberg is almost upon him.Greenberg's foot kicks over a half-filled beer bottle -- the liquid seeps into the grass.Mahler runs to Peggy. Greenberg hesitates a moment, seeing the dog eagerly rubbing against her legs. A sadness passes over him.Greenberg removes his Steve Winwood concert jersey and hands it to Marlon.Greenberg looks over at his near-finished dog-house in the \* grass. Beer bottles on its roof.

Greenberg, in his sweater and down vest, hurries out, lugging his duffel. The girls wait in their rental car. The engine running.It's fucking peaceful is what right? it is. Greenberg reaches the vehicle, breathing heavily.And we have to go surfing in Byron Bay... Greenberg opens the back door and hits his knee.He exhales in frustration and pain. Pause.Greenberg jumps in.

Sara drives, Muriel shotgun. Greenberg sits in the back, a giddy look on his face. Music plays on the radio.Greenberg massages his temples.The girls laugh, Muriel's turning into a cough.The car stops at a light. Sun streams into Greenberg's face. He squints and tries to move out of the way of the beam. He reaches into his pocket and fishes around. He frowns, irritated.Greenberg looks outside. A blue wind-sock in the shape of a man billows outside a car dealership. A look of discomfort crosses his face -- the hang-over settling in. His skin glistens, damp and pale. He considers something. He says quietly to himself:He takes a deep breath of anxiety. His hand grips the door handle:He pulls the handle, but the door is locked. A helicopter passes overhead. The roar vibrates the car. The music is loud, the girls oblivious. Sara is checking out something on Muriel's arm.Greenberg takes deep, hoarse breaths.The car starts to move.Sara laughs.The girls are laughing.The car brakes. Sara presses the automatic lock just as he pulls the handle. It's still locked. He yanks it again.She releases the lock. He yanks the handle and shoves it open.He climbs out, dragging his duffel.The car pulls into traffic.

He's left outside the car dealership. The blue man dancing. Greenberg sweats. Cars roar past. Using his sleeve as a buffer, he presses the button for the cross-walk. He pushes it a couple of times. We HOLD on Greenberg's face. The helicopter circles back overhead. The pavement shakes. Greenberg takes deep hoarse breaths -- his panic escalating with each intake.

A sleepy Florence scribbles her signature on a form. Greenberg, sticky and pale, stands next to her -- his duffel leaning against his legs. He points to another sheet of paper.

Greenberg lowers Florence into the bed.She's still a little groggy from the drugs.She runs her fingers over her dry lips.Florence shakes her head.Greenberg's attention goes to a gift wrapped in a Marie Claire cover on the desk.Greenberg tears open the present.It's the devil puppet.Her niece's drawing is now framed and propped up on the floor.Greenberg opens the drawer and finds a foot ruler with each inch representing a different animal. He turns it and they dissolve into dinosaurs. He grabs a pencil.Greenberg measures in one foot intervals on the wall. He makes small marks with the pencil. He stands on a chair, leans one foot on her desk and bangs a nail into the wall. He crouches down, lifts up the picture and hangs it on the nail.He steps down from the desk.Florence smiles sleepily.She dials her voice-mail. Greenberg watches her.She listens.They wait.Silence.She listens. We hear echoes of Greenberg's ramblings. Greenberg tries not to watch, but can't help peaking back at her. Their eyes meet briefly before they both glance away. Florence stares at the floor, Greenberg at the wall. Someone leans on a car horn in the street. Florence laughs at something, her eyes now finding Greenberg and holding. He brushes away dust from a corner of the desk. We STAY on Florence's face. Black.

Let the record show that I, Olive Penderghast, being of sound mind, ample breast size and the occasional corny knock knock joke, do enter this video blog into evidence in the case against me. Because I'm being judged by a jury of my peers, I will attempt to insert ` like' and ` totally' into my confession as much as possible. So here it goes. I confess I'm, in no small part, to blame for the vociferous gossip that has turned my Varsity letter scarlet, but - for anyone hoping that the sizzling details of my sordid past will provide you with a reason to lock the door and make love to a dollop of your sister's moisturizing lotion - you'll be gravely disappointed.

Look, I just need to set the record straight and what better way to do that, than to broadcast it on the Internet. So, here it is - Part One : The Shudder - Inducing and Cliched, However Totally False Account Of How I Lost My Virginity To A Guy At A Community College In A Neighboring Town.

Let me just begin by saying that there are two sides to every story. This is my side, the right one.

Well, mine is. So, I think we should just put this conversation to bed.

Let me back up. I do n't know if any of you have ever met them, but Rhiannon's parents are quite possibly the creepiest people in a four county radius.

I've always felt sort of sorry for Rhiannon, but not enough to do what she was asking me to do.

I'm not lying. I promise I'm not. I really would love to go camping with your family this weekend. I had fun with your family last year.

Rhi, I like your parents. They're sweet. But I ca n't go camping this weekend.

I'm serious. He goes to the community college with my brother in Denton.

I'm not proud of this. Less about the lie and more about the unoriginality of it. Okay, have you guys ever watched ` The Brady Bunch'? Of course you have n't. You're busy watching fake people pretend to be real on MTV. That's why I knew I could get away with it. See, there was this episode where Jan - the awkward middle child - made up a boyfriend to assuage the ridicule of her snatchy sister who had just stolen the heart of the boy that Jan loved. The name of her imaginary boyfriend WAS -

He's pretty hot and he asked me out this weekend, so I said yes.

Even though we now hate each other, Rhi, I really hope you're watching this. Because this part's for you. The lurid details of my weekend en flagrante delicto with the all - too - imaginary, yet surprisingly satisfying George Glass :

Rhi. Blowing Peter Tolliver once behind the Pizza Hut does n't make you a super - slut.

I started piling on lie after lie. It was like setting up Jenga.

Marianne Bryant, as we all know, is the President of the Christian Student Coalition and is that rare breed of human born with a stick the size of a baseball bat implanted up her anus. God's honest. I'm sure it's in some medical dictionary somewhere.

Last year's cause celebre was the changing of the school mascot, which she spearheaded.

Beats the hell out of me. But can we just take a moment to applaud the Barbara Bush High School Marching Band for their very ambitious effort to learn all of the James Bond theme music in a single year? I personally wish them all the best in their endeavor. Ku - dos!

So, of course, immediately I knew that the little white lie I told to my then - best - friend in the ladies room would come back to bite me on the ass. However, even I - who my fourth grade teacher stated on my report card ` has an imagination that should be quickly expunged' - had no idea how quickly this article of fiction would spread. So, now we move on to Part Two : The Accelerated Velocity of Terminological Inexactitude.

Listen, what you heard in the bathroom, that was n't true. It's actually a funny story. Do you ever watch ` The Brady Bunch'?

I'm swell, guy - I've - never - laid - eyes - on - before. Thanks for asking.

All I could think to myself was ` Great, now I'm going to have to start wearing red lipstick and stiletto heels.'

Like all families, mine has a deep dark secret. And since I'm spilling all this dirt, I might as well go ahead and confess it.

I'm trusting that this nugget of information is n't going to be spread around, but - okay, here it goes : My dad's name is Dill and my mother's name is Rosemary. They were so amused by this that they decided to name all of their children after -.

My brother's name is Sage and my sister's name is Ginger. It's shocking, I know. We're like a fucking pantry, us Penderghasts!

But at least my parents did n't meet at a ` Star Trek' convention, BITCH! Sorry. Now, I'm just being mean. Okay. Back to the story.

So, while I would never have classified myself as a wallflower, I was now the center of attention and who does n't love that? Jeez, if I'd known that losing my virginity would create such a new persona for myself, I'd have lied about it back in eighth grade. Eighth grade sucked. I did get my first kiss back then, however. It was gross and kind of turned me off to the whole my - tongue - in - other - people's - mouths thing. Not to mention, the even - worse other - people's - tongues - in - MY - mouth thing. Seriously, folks. Who invented kissing? Why is everyone so dead - set on sticking their body parts in other people's orifices? If there's a hole on a person, rest assured, somebody wants to stick something of theirs in it.

If I'd known that Meerkat Todd was going to turn out so hot, I probably would have cherished the moment more. I suppose just that I'm sitting here reminiscing about it means that it must have meant something.

Yeah, so anyway - kissing's not really my thing. That's what I learned in Natalie Giblin's closet. I digress.

So, I'm feeling like the cat's ass, because everyone thinks I've been deflowered. I'm surprised at how empowered I felt by this prevarication. I wonder to myself, would I feel this invigorated if I had actually let some college kid violate me in his cockroach - infested dorm room? Probably not.

Ironically, we were studying ` The Scarlet Letter,' but is n't that always the way with these teenage tales? The literature you read in class always seems to have a strong connection with whatever angsty adolescent drama is being recounted. I consider this.

Then I think : Except for ` Huckleberry Finn.' I do n't know any teenage boys who have ever run away with a big, hulking black guy.

Admittedly, not my best line. But it was provocative enough to land me in the Principal's office.

Seems as if someone's practicing the mundane activities she'll be saddled with the rest of her pathetic life.

Well, to be perfectly honest - I've never used an epithet like this in an educational arena before. Sir.

In my defense, I think I meant to say ` twit.' It just came out more - what's the word I'm looking for? Veracious.

Not even in a more positive capacity? Maybe I could win a ribbon or a medal or something. I could conceivably be valedictorian. Or something.

I used inappropriate language in English class. But we're reading a book that I, personally, deem wildly inappropriate for my age group, so I felt that it was actually quite apropos.

Noun. Definitely slang. Think British, although they pronounce it differently.

But I'm already finished. Except for my helpful and profane peas.

I'll help you out. I do n't have anyone to call. I have n't watched TV since they cancelled ` The Illegitimate Children of the Real Housewives of Laguna Beach' and I really only watched that as a joke.

All my homework's on there. Sorry. You lose. But thanks for playing.

I think we both are. I would n't know how to be grounded any more than you know how to ground.

The next day, things took a turn for the scandalous. Which brings us to Part Three : A Lady's Choice and a Gentleman's Agreement.

I was just thinking it's kind of funny. We have n't really talked since that closet incident back in eighth grade.

I kind of guessed it that night with the whole kissing thing. The way you ran away. I remember thinking to myself, ` this is n't the first time this kid's going to go bursting out of the closet.'

You know, I read this article that said with this whole EMO movement, it looks like - that in a few years - the gay kids are going to be the most popular ones in school.

Can you imagine the dance squad full of shirtless guys in tight pants rocking out to Britney, while the football players sit on the sidelines wishing they were that cool?

Calm down, Adolph. There's a vein popping out of your neck. I'm simply suggesting that maybe these kids we call peers have got the right idea. Maybe Bridget Schumacher is n't as hippy - dippy as she pretends to be. Maybe that's just the label she's put on herself to avoid having to bathe as often as society deems necessary. Or take Marianne Bryant. It's convenient for her to act like a stuck - up Jesus - freak.

No. I'm wrong. I think she's actually just a stuck - up Jesus - freak. But do you think she cares that that's the way she's perceived? No. Maybe she was just sick of being just another nameless, faceless entity in a place and a time that reveres people for extremity?

Then maybe you need to go to that extreme. Or make the steadfast decision not to care. Even better if you can manage to do both.

If we really wanted to shock the world, we'd get up and leave detention.

Well, I guess that's better than me getting crabs from a guy twice my age.

Since when are straight guys under the age of eighteen able to converse?

Rhi, I told you. It was a one night stand. Which is now a DONE night stand.

If I was a character on a CW show, then, absolutely, I'd be blubbering all over my Teen Vogue. Hey, we should start a rumor that I'm having a pregnancy scare!

Oh happy day, Mama! I thought I was going to have to spend my dowry on booze and pills to numb the loneliness.

My mom's an acquired taste. I know this because I've only just recently begun to appreciate her myself.

Brandon, just a few hours ago, you told me you were Kinsey Six gay.

Well, I did n't mean with me. You're a sweet guy and all, but you're not really my type.

Oh my God, dude. You totally missed my point. All I was saying was that -

Brandon, I did n't REALLY have sex with a college guy. I just told people I did.

Well, actually, I just told one person and - well - you know how these things work.

Oh no. Oh no no no no no no no no. No. Really. No. No way. No. No.

This is not the answer. Why do n't you just do what I did and make someone up?

So, if I say yes, you're going to tell a couple of people at school and I just have to go with it? I really do n't think it will work.

It'll have to be a public event. Melanie Bostic is having a party tomorrow night. All of your tormentors will be there. You and I are going together. You have to do everything I say AND you have to tell people that I was sensational.

Afterwards, it's up to you. You're committing to something. Just make sure you're ready to live with the consequences.

OhmiGod, Melly. I hope you do n't mind, but we had a few pre - cocktail party cocktails.

Soooo, here's the thing. Brandon was in the middle of telling me this funny thing. Is there a quiet room we can go to where he can finish telling me -.

Depends. Do you wan na be a normal adolescent boy or do you wan na be a stud?

Oh God, Brandon. Do n't stop. Do n't stop. Do n't stop, do n't stop, do n't stop.

Now that I think about it, we probably do n't want to do this for too long. It'll give the impression that you're having difficulty finishing. That's not the desired effect.

` You! Even Bobby thinks we went out. Great, huh? Ha! All of you thought we were a couple. What a joke! Ronald Miller paid me 1,000 bucks to pretend I liked him. What a deal, huh? $ 1,000 to go out with him for a month. This guy. Oh, God. He bought me. And he bought all of you. He was sick and tired of being a nobody. Yeah, and he said that all of you guys would worship him if we went out. And I did n't believe that. I was, like, no way! And he was right! No, leave me alone. He was right. Our little plan worked, did n't it, Ronald? The dance. That stupid dance! What a bunch of followers you guys are. I mean, at least I got. At least I got paid.'.

` Ca n't Buy Me Love' is one of the best movies ever made. Hands down. You guys should totally watch it if you have n't already. Or even if you have. Seriously fine filmmaking.

Cindy Mancini gets $ 1,000. I get a vibrator and a $ 200 Gift Card to Target.

Dear Olive, The dildo is just in case you do n't shop at Target. Then you can fuck yourself.

You know, I always think it's so ridiculous on TV, when someone picks up the phone and magically seems to know who's going to be on the other end. I usually preface a conversation with ` hello' to avoid such banalities. The one time I decide to step outside this convention. How are you?

Yes, Virginia, there is a Santa Claus. No, in fact, I do NOT know the way to San Jose. And - little known fact - contrary to popular belief, panama hats are not from Panama at all! They're from Ecuador! Who knew?

- ` according to last month's Cosmopolitan Magazine, we should always look cute. Even when we're doing mundane activities such as choosing vegetables from the produce section of our local grocery store.'

Y' know, you're really coming off as a little pious right now and you're kind of pissing me off.

First off, that's racist. Secondly, fuck you! How dare you? I was Laura Ingalls to your Lady Chatterly and, now all of a sudden, YOU feel the need to warn ME that I'M making a fool of myself? There are a lot of children who will never again experience Family Pizza Night because of you. So, why do n't you jump off your high horse and splash around in the gutter where you belong.

Yes! It's a period of time, how ever short, that I do n't have to talk to you!

Rhiannon Abernathy only wishes that somebody wanted to pretend to sleep with her!

I just realized the funniest thing. My name is an anagram for ` I love.'

I'm about six seconds away from slapping you so hard that your unborn grandchildren will feel it.

I want five hundred dollars in gift certificate form deposited in my locker before noon tomorrow. Preferably ` The Gap,' but I'll also take Amazon.com. We did NOT have sex. I was piss - ass drunk and I let you fondle my chest and it was a glorious moment for you, unmatched by anything you've heretofore experienced, including cake. Got it?

Fine. But it was so good, you lasted only twelve seconds and I better not find out that little pecker of yours EVER came out of your pants. Take it or leave it.

The sad thing is, Evan, if you had been a gentleman and asked me out on a date, I probably would have said yes.

Evan, if you're watching this - shame on you. I hope you never treat another girl the way you treated me or you will die alone, wishing it was because you're fat. And since we're playing the shame game. While I appreciate the sentiment, Lewis, a pretend hand job should have warranted a little more than a hundred dollars worth of AMC Movie Passes. They had an expiration date AND were only able to be used for movies that had been running for two weeks. But even that's better than Tyler Jennings, who gave me a ten percent off coupon to Bath and Body Works. Seriously. A fucking coupon. Is that how good my imaginary blow job was to you? Huh? Is chivalry dead? I want John Cusack holding a boombox outside my window. I want Richard Gere climbing up my fire escape with the limo waiting downstairs. I want to ride off on a lawnmower with Patrick Dempsey. Although, I'm ashamed to admit I'd prefer him to look like he looks now. What woman would n't? But no. I get to save two fifty on a bottle of Juniper Breeze Hand Lotion. Maybe chivalry is n't dead, but it's in a coma and the prognosis is n't good.

So, if you're still with me - and I'm guessing that most of you are - I now present to you Part Four : How I, Olive Penderghast, Went From Assumed Trollop To an Actual Home - wrecker.

The rumors are true. I am, in fact, considering becoming an existentialist.

Geez, since when did teachers become privy to idle, adolescent gossip?

Have you ever decided just to play along? Because it's maybe easier than fighting tooth - and - nail to defend it?

You know, I think you should give me extra credit for going the extra mile. I'm really attempting to understand this puritanical ostracism.

Am I in trouble? I promise the hem of my dress is n't higher than my fingertips.

We done? If I can think of any angsty things to report, you'll be the first to know.

This has been so much fun that I'm actually - at this very moment - considering meth addiction, just so I can come back and we can jaw some more.

Sometimes our boyfriend's parents get divorced. It's just important to know that it's not your fault.

Is n't that what we're supposed to do? Hey, it's your boss's rules.

And for a day, we were actually really good friends. I was really starting to think that things were going to turn around.

So, I guess I should n't be too shocked that these people wanted my diseased, home - wrecking ass out of there.

The funny thing is : the whole time this shit was going down - people calling me something I knew was n't true, my best friend included - I could n't help but think how I could have come up with better signs. No one even bothered to use alliteration or, God forbid, irony - not even a single acronym - and that seems a lot more unforgivable than my sins.

Forgive me, father, for I have sinned. I think that's how you're supposed to start these things. I'm only going on what I've seen in the movies. Then, I think I'm supposed to tell you how long it's been since my last confession, but that's kind of my first confession. I'm not Catholic. I really do n't know what I'm supposed to do, except sit here in this booth and tell you what I've done wrong. Where do I even start?

I've been pretending to be a - how would one phrase it in Catholic words? A harlot. It's not like I've actually been doing the things that people are saying I'm doing, but - then again - I'm not denying them, so I've just been wondering : is that wrong? There's a lot of shi - ` crap' going down at my school which may or may not be indirectly because of this masquerade.

I'm lying. I may have caused the end of a marriage. I thought, in my own perverse way, that I could help it. I mean, in my defense, I am merely an adolescent. I should never have been propositioned in the way I was propositioned by an adult. But then again, I should never have consented. It was just that a lot of people had been asking me to do things and I thought it was okay, because it was n't real. It was make - believe and no one was getting hurt. But a lot of people hate me now. I kind of hate me, too.

I could be wrong, but are n't you supposed to say something or ask me questions. Tell me to say ` Hail Marys'? Hello?

Absolutely. I'm looking for a church to join and I thought he might be able to sell me on this fine establishment.

If everyone here is as friendly as you, I think we might be in business.

I'm new to the area. Looking for a church - hopefully something with a strong fellowship, a firm foot in the soil of. divinity and was wondering what your church's stance on lying and adultery was?

Oh, I agree. Wholeheartedly. But tell me : assuming there is a hell -

Right. Okay. Let's say hell exists. Which is worse - lying or adultery? Or is lying about adultery like a double whammy?

You know what. I think I'm just going to go and check out Judaism.

The Jews and I have a lot in common. Fashion - wise. And stuff. So, thank you for your time.

Yes. I had unwittingly sought advice from the father of the leader of my lynch mob. Who else can say that's happened to them?

As much as I want to say I hate Marianne. I do n't. I get her. Well, I get certain things about her. She's passionate. Like myself. She always thinks she's right. Like myself. And, yeah, I can kind of understand why she slapped me that day. Here's what happened.

Remember how I said that we were BFFs for, like, a day. Well, that's true. It was like we were sisters all of a sudden.

Fourth period was when Marianne had office duty. Her duties included typing, stapling, filing and -

Okay, I exaggerated. We were just BFFs for, like, a half - a - day.

I'm sorry, I was just looking for Marianne. Did she say something about being mad at me? She just smacked the shi - ` crap' out of me.

Do n't get me wrong. I love it, but I do n't think you're supposed to use those words around a student.

You and - Oh my God. I'm not judging you or anything, but oh my God.

My guidance counselor, who had only days before armed me with a latex bulletproof vest, told me that she had chlamydia and that she had been screwing around with her office aide's boyfriend under the guise of divorce counseling. She confided in me that she and her husband - my favorite teacher - were having marital problems, that they had n't slept together in months. She assured me that she had never meant for anything to happen with Micah. She confessed to me how when she was a child she always dreamt of being Maria Von Trapp, not Mary Kay Letorneau. Micah had panicked and used me as a scapegoat - to save her job and her marriage. She assured me that she would make sure everyone knew the truth and apologized.

I could have chlamydia. And I could easily have given it to Micah. That time we slept together. Who knows? Often times women do n't have symptoms and I have been whoring around.

Call Micah. Tell him I said he's an asshole and that he owes me SO big for this and also the time I pretended not to see him during a third grade game of hide and seek. Tell him I still remember that. But tell him that I confessed to giving him chlamydia.

And it's not really my place to say this, but I figure after the conversation we just had, I can speak candidly. Your husband is HOT and while the male adolescent can fuck like a bunny. who really wants to fuck a bunny? If I was you, I'd go home and seduce him and pretend this never happened.

So, really how could I be angry at Marianne? Dude, if some bimbo gave MY boyfriend an STD, I'd have swung, but I'd have balled my fist.

With all the mythical play I was getting, it's a wonder - and probably a miracle - that I still had n't actually been asked out on a real date. Guys were clamoring to claim that they'd slept with me, but no one was putting the real moves on me. Until finally.

It was really Rhiannon who had a crush on him. She has since we were kids.

Why, Anson, are you inviting me to accompany you to a romantic dinner at the Red Lobster?

I ca n't believe you brought me to the nicest restaurant in town. This is swank. I was beginning to think that there was no such thing as class.

I think Anson Jr. does n't mind making the sacrifice. You do n't mind that I named him Anson Jr., do you?

Do you believe this whole thing about lobster being an aphrodisiac?

Y' know, medical science has not substantiated claims that any particular food increases sexual desire or performance. It's so funny when guys ply women with food that they think is gon na get them laid. I mean, what's really sexy about slurping back oysters? You know, native people believed that you gained the strength of the animal by consuming it. Some people grind up rhinoceros horn, because it's thought to stiffen the male sex organ. It's all bullshit. And spanish fly? It's pulverized beetle that people eat! Although, it's illegal for human consumption in the United States and do you know why? Because if you take just a bit too much, it causes painful urination, fever and bloody discharge.

I did n't know Meerkat Todd worked here! And he's a lobster! I wonder if I should start calling him Lobster Todd.

I just remembered I'm allergic to shellfish. I always forget that my respiratory system would collapse and I'd die. It sucks I know.

Yeah, well, if that's our magical connection, I should date the entire school.

You do n't get it. I'm not technically having sex with people for money. You know that, right? Besides, even if I was, we're in the parking lot of a Red Lobster.

Oh, I'm just hanging out in the parking lot. I do that sometimes. Not necessarily just here. The one outside of Applebee's is fun, too.

What's to say? I'm a horrible person. Everyone thinks I'm a whore and, for the first time, I'm starting to believe it.

Oh, do n't act like you do n't know what people are saying about me.

She did it first! And here I am feeling SOOOO bad and THAT BITCH!

No. Not tonight. I do n't want you to kiss me when mascara's running down my cheek or some shithead has forced his tongue down my throat only a half - hour ago. I've wanted to kiss you since the eighth grade, but I want it to be perfect. And right now, my life's a mess. I need to get it under control before I drag you into it.

Now I have a reason to fix this catastrophe I've brought upon myself. And I'm going to.

You see, now I had a reason for things to go back to the way that they were. The truth needed to be told and I knew I had to go the one person who could help me. The one person I could count on to set the story straight. Brandon. I'd helped him and, even though it would destroy his new reputation for being a stud, I knew he would help me.

It gets worse. Due to his ` condition,' Micah was sent on an extended visit to his grandparents in Mississippi.

No telephone, no television, no computer, no internet and - most importantly - no diseased sexual partners.

I went to everyone I'd helped and begged them to say it was n't true.

Your wife has chlamydia and she's been sleeping with a student and she gave it to him and now she's trying to blame me.

Looking back, that's the thing I regret the most. That's the thing that sent me to the church, er, churches. And that's the thing that made me realize how profoundly I'd fucked up. And that's something I'll have to live with for the rest of my life. With my words, even though they were true, I ended a marriage. No kid should have to be burdened with that.

Mr. Griffin, if you ever see this, just know - I was wrong to tell you that. In that way. At all. I do n't know. I should n't have done it. I do n't feel bad for lying for your wife. But I hate myself for telling you the truth. I'm so sorry.

So, now everyone who knows the truth is either gone or wo n't fess up. The Cross Your Legs Club is demanding my head. And the messed up thing is that I would n't put it past Gibbons to expel me.

Thanks for the pep talk, Mom. Now get out. I need to make some phone calls.

Nobody does it better. Makes me feel sad for the rest. Nobody does it half as good as me. Baby, I'm the best.

I was n't lookin,' But somehow they found me. I tried to hide from Your love light. But like heaven above me The guys who loved me Are keepin' all my secrets safe tonight.

And nobody does it better Though sometimes I wish someone could. Nobody does it quite the way I do. Why'd I have to be so good?

The way that they hold me Whenever they hold me There's some kind of magic inside you. That keeps me from runnin', But just keep it comin'! How'd you learn to do the things you do?

Oh, and nobody does it better. Makes me feel sad for the rest. Nobody does it half as good as me. Baby, baby! Darlin', I'm the best!

Baby you're the best! Darlin', you're the best! Baby, you're the best!

This is just a free preview. For the main event log on to www.freeolivep.com tonight at 6 p.m. Now, I know this conflicts with tonight's basketball game, but c'mon would you rather be here cheering on the Meerkats.

Yeah, I ca n't. I'm gon na go bang my boyfriend while the whole school watches. But good luck with the game - thing. Go Meerkats.

And here you all are. Waiting outside the closet door for me to kiss Todd, listening to me pretend to have sex with Brandon, paying me to lie for you, calling probably the last virgin in school a whore. Guys. Seriously.

I see you've been watching my live webcast. It's still going on, you know.

That's Todd. Not that I owe any of you any more confessions, but I'm really in love with him. And I am going to lose my virginity to him. I'm not sure when. It could happen five minutes from now or tonight or six months from now or maybe on our wedding night, but the really amazing thing is that it's nobody's business.

OLIVE PENDERGHAST -LRB- 17 -RRB- , a cute teenager , speaks directly into the WEBCAM atop her computer .

Olive sits with her best friend , RHIANNON ABERNATHY -LRB- 17 -RRB- , a brash teenager . It would be safe to say that these girls are definitely on the `` B List '' at their school .Olive starts to say something , but Rhiannon interrupts her .Rhiannon folds her arms and pouts .

Fuck off! George is not a ` sexy' name. George is like what you name your teddy bear, not the name you wan na scream out during an orgasm.

So what? Charlize Theron played that butt - fucking - ugly lesbo serial killer. Besides he's from another century. We're speaking present day. I mean, Jesus, Mortimer was probably a sexy name in some era.

Bush? Yeah. He's one hot mutherfucker. Just face it. There's no such thing as a sexy George.

You're lying. You're a lying bitch and I hate you so much right now.

Why do n't you just say it? You do n't like my parents. You think they're hopelessly pathetic and devoid of souls and wish that you could live with normal people who did n't meet at a Star Trek convention!

Stop stalling. You're totally trying to come up with a name. Just say it.

If you're choosing him over helping me cope with two days in the wilderness with these people who even I'm not convinced are n't serial killers, he had better be the one. You had better fucking marry him, have fucking babies with him and then take him for fucking everything he's worth.

You're not off the hook, you know. I want lurid details. This had better be the best date of your life to counterbalance the worst weekend of mine.

Details, bitch. Wait, first I need a scope of reference. Who would play him in the movie of your life?

Tell me everything and spare me the coquettish ` just - the - tip' bullshit. I know you did it! I know you let him put it inside you, so just TELL ME!

The kind that does it or the kind that does it like a fucking porn star and then does n't have the balls to talk about it?

You lost your virginity! Fucking finally! Now, you're a super - slut like me!

There were people walking past. Whatever, this is n't about me. This is about YOU. What did you let him do?

I think I speak for all of the female students and faculty - and maybe a couple of males - when I say that I liked Todd much better when he was shirtless. I actually looked forward to these disturbing displays of - what do they call it?

Ha! What are those people called again? The ones that dress up like stuffed animals when they do it?

Shhh. Do n't let Marianne hear you say that word. The last thing we need is McCarthyism at Barbara Bush.

Not that one. The one where you called Nina Howell a cunt and then socked her in the nose.

Yeah. Like the exact moment you turned into such a BAD ASS? I think I'm in LOVE with you. Please tell me you at least left a mark on that scrunched - up face of hers. POW! The cunt goes down for the count!

Brandy Carter was telling Vanessa Hodges that you lost your virginity to three guys in a jacuzzi.

You're being awfully cavalier about this. I mean, he popped your cherry. Are n't you supposed to be eternally in love with him and shit?

Olive, stop it. This is serious. Did you really bang Brandon last night at Melanie Dipshit's party?

Just because you lost your virginity does n't mean you can go around screwing everybody!

Please forgive my rectitude, but I think that a best friend's duty is to let her know that everyone - and I do mean everyone - is calling her a cum dumpster.

I did n't want to believe it, but I guess it's true. You're a fucktart.

- your brother's friends and then be the first for a fairy, while everyone listens outside! What is wrong with you? Does sex mean anything to you?

MR. and MRS. ABERNATHY -LRB- 50 's -RRB- sit on their couch , smiling at the television , in their horrifically rustic home . MR. ABERNATHY bares a striking resemblance to ukelele player , Tiny Tim . -LRB- Although the man we 're looking at has an even more frightening smile . -RRB- MRS. ABERNATHY has hair to her ankles and dresses like a Mormon .We float upwards to -

Olive is on the other end of the phone conversation . We INTERCUT between the two sides .

Olive , uncomfortable , and Rhiannon , bored , sit around a campfire with the Abernathys . The couple stare at the fire with the same creepy smile plastered on their faces . There is an excruciatingly long and painful silence .Mrs. Abernathy squeaks out a meek titter that is annoyingly high - pitched .Mrs. Abernathy titters again . Rhiannon rolls her eyes . There is another awkwardly long silence , while the Abernathys grin away at their fire .

Rhiannon is getting increasingly angrier at her friend .She quickly catches her faux pas and stops talking .

Rhi and Olive continue their conversation , as Rhi pops a tater tot into her mouth .

Rhi sits , bored and uncomfortable , while her parents smile at the campfire for an , again , awkwardly long moment .

To her webcam -Ken Nordine 's beat poem ` OLIVE , ' -LRB- from the late 60 's album ` Colors ' -RRB- , underscored to jazz , plays as we see a montage of OLIVE 'S WEEKEND : In her bedroom , Olive - - watches ` The Notebook , ' pining over Ryan Gosling .- paints her toenails Jungle Red .- dances to the jazz music , but alone , in her underwear and a t - shirt that declares : ` Hands off . '- reads TEEN PEOPLE magazine .- dances some more .Out of breath from dancing , she walks over and displaces the NEEDLE from the KEN NORDINE ALBUM she 's playing .

Sits and thinks that it's drab. Sure does. Sits and sits and sits and sits and THINKS about it's olive drab drab.

DOES N'T KNOW that it is about to be named ` Color of the Year,' by those with the nose for the new. By the passionate few. Yeah.

Olive is definitely in. EVERYTHING that can possibly mean anything! Anywhere! At least for a year.

Has got to be Olive! Did you hear that Olive? Did ya? Know what it means? Oh Olive! There'll be olive cars and olive trucks and olive chickens and olive ducks and olive socks and olive garters And olive brakes and olive starters! Olive, sorry! Olive, please! OLIVE WHATNOTS and olive trees! Olive trees? What a quaint notion. Olive trees.

Olive and Rhi walk , with books in hand , to class - weaving in and out of people .Rhiannon suddenly stops and twirls Olive to face her .Pedestrian students stop in their tracks to stare at them .Olive grabs her and drags her forward , interrupting the show .Rhi drags her into the -

- and abrasively , gets up in Olive 's face .Pressured , Olive lies .A well - manicured FEMALE HAND stacks WOODEN JENGA BLOCKS onto a table .The toilet flushes and MARIANNE BRYANT -LRB- 16 -RRB- , an Aryanesque , cardigan - wearing Christian - girl exits from a stall and walks to the sink , where she vigorously washes her hands - while staring at Rhi and Olive with disgust .Marianne wipes her hands and leaves the restroom . Olive 's stomach revolves at her now - turned - public admission .-LRB- I promise it 's the last time . -RRB-

How can we exhibit school pride when we're conveyed to others as satan worshippers?

I'm not the one you have to answer to for your depraved behavior. There is a higher power to judge your indecency.

Look. You've made your bed. I just hope for your sake, you cleaned the sheets.

Heavenly Father, watch over us with Your all - encompassing love. Keep us on the path toward Your righteousness and eternal salvation.

Olive Penderghast. We need to pray for her, but we also need to get rid of her. I'm sure, by now, you've all heard about what happened at Melanie Bostic's party.

See, herein lies the problem : She's doing these tasteless, immoral acts in plain view of the entire student body. She's in direct opposition to everything we're trying to do for this school, which is make it a wholesome learning environment and a place where our children will one day flourish the way that we are.

- and I tried to witness to her, but she's defiant to any sort of help.

Does anybody here think that they can talk to her in a way that might get her to see that what she's doing is wrong?

Jesus tells us to love everyone. Even the whores and the homosexuals, but it's so hard. It's so hard, because they just keep doing ` it' over and over again.

Make me a promise. Make GOD a promise right here and now that we will remain pure and chaste until marriage.

Let's continue to pray for Olive Penderghast. That either she sees that what she's doing is a sin and changes her behavior or that she gets the hell out of our school.

No, you insensitive rhymes - with - witch! His parents are going THROUGH A.

Mrs. Griffin is going to fix everything. She's amazing. I know that she's going to help Micah through this time and everything's going to be okay.

I'm sorry, okay? I'm sorry for everything I said. I want to be friends. PLEASE. PLEASE be my friend.

Micah's in the hospital. He's in so much pain! The nurse did n't know what was wrong.

Oh, Rhiannon. We have so much to teach you. It's okay to imply things.

The Abernathys smile at the campfire , roasting WEINERS . Rhiannon would rather be anywhere other than there .Rhi snorts in contempt of her father and his wienie .

Marianne and her lackey , NINA HOWELL -LRB- 16 -RRB- , who 's just as awful as she is , pass out flyers .Marianne aggressively shoves her literature into passing students faces .

The school 's MASCOT -LRB- 17 -RRB- , a SHIRTLESS MUSCULAR KID painted BLUE and costumed as a DEVIL , bursts into the auditorium and begins to rile students up by thrusting his PITCHFORK in the air .The crowd goes wild .

Marianne , melodramatically , grabs a PASSING STUDENT by the arm .The scared student takes her pamphlet and runs away .

The mascot , unenthusiastic and feeling ridiculous , walks into the gym dressed as a -He ca n't seem to get himself or the student body as excited - with the exception of Marianne and Nina , in the stands applauding proudly . The school band is playing ` GOLDFINGER . ' Across the gym , Olive sits with Rhiannon .Rhiannon laughs .They both get lost in the thought .

Olive loads books into her locker . She sees Marianne walk past with Nina . They give her a repulsed look . Olive decides to nip this in the bud . She catches up to them .Nina , reluctantly , gives them a moment alone .Olive knows that Marianne knows her name , but obligingly nods .Olive looks over and sees that Nina is talking to a group of GUYS , who are looking at Olive , intrigued .Marianne sees what her friend is doing and smiles at Olive , coldly .She turns on her heels and leaves Olive behind .She shakes off her attempt and continues on her way , walking past the guys who smile at her . This alarms her .Without stopping -Battling her frustration , she goes to class .

Olive eats dinner with her family . Her father , DILL -LRB- 40 's -RRB- , is a regular dad - kinda - guy . Her mother , ROSEMARY -LRB- 40 's -RRB- is heavyset with a fun disposition . Also in attendance is her ` a - little - too - precious ' sister , GINGER -LRB- 12 -RRB- . Olive and her folks get along really well .They all nod at her .They continue to eat .

They're fumigating the dorms. And thank God for that. Last time I was there, I saw three cockroaches.

Does this have something to do with this rumor you were talking about the other night?

Well, it's the first time since second grade, so I guess we ca n't be too hard on you.

Uhhhh. This grounding thing seems to be taking the country by storm. No phone, TV or. Or.

And I'm sure that girl was acting like exactly what you called her.

Because, pumpkin, of our three darling children, we love her best.

Olive, sweetie, there's a young man here to see you. He said something about asking for your hand in marriage.

I just wanted to tell you that if you want to date a gay boy, it might be hard on your father and I, at first. But we love you no matter what the sexual orientation of your opposite - sex partner.

Yes. I had a horrible reputation and people said awful things about me. But it was true. I was a slut.

Kidding! Well, about the sister thing, but not about the Don thing. That happened. Actually that happened a couple of times before we got caught.

No, you're not, Olive. You're wonderful. And you're going to handle this the same way that I did. With an incontrovertible sense of humor.

As Olive walks through school , she is met with a totally different energy . She no longer blends in . Guys are checking her out . Girls are glaring at her , scornfully . She 's kind of digging it .

In almost complete darkness , a very nervous EIGHTH GRADE OLIVE -LRB- 13 -RRB- sits with a scared shitless EIGHTH GRADE KID -LRB- 13 -RRB- . You can hear other PRE - TEENS snickering and whispering outside the door .Olive presses a button and her watch illuminates .The kid snickers . He feels a little more at ease .They both laugh .The kid smiles warmly and gratefully at her .She extends her pinky to him . They link pinkies and they swear on it .There 's a long silence .There 's another long silence . Finally , from outside the door -Olive and the kid listen as people scurry from outside the closet .The kid starts to make his grand escape , but Olive stops him .The kid smiles .He extends his pinky and she links it to hers . He kisses her quickly on the cheek and darts from the closet . Olive sits in the closet for a moment , contemplating what just happened , wondering if he was telling the truth , then she opens the door . The coast is clear , except for ANOTHER PRETEEN KID walking past . She aggressively grabs him and pulls him into the closet with her and , promptly , thrusts her tongue into his mouth . They make out .

So, I think this is the part where you're supposed to stick your tongue in my mouth. It's just what I've heard.

I think it's just practice. For when I do grow up. Plus, do n't sweat it. Girls mature faster than boys.

And it's probably the reason I'm ready to do this and you're not.

Absolutely. I will tell everyone you pussied out and the whole school will make fun of you and you'll most likely spend the rest of your teen years as a joke - no, even worse - a cautionary tale.

Hey, we're in Junior High. Vomit - viewing will always trump spit - swapping.

Real fast - and you can tell me the truth. It's not because I'm -

Olive seems lost in thought . She snaps back to reality and the task at hand .

Olive half - listens in class , while her English teacher MR. GRIFFIN -LRB- early 30 's -RRB- , a handsome guy , lectures on ` THE SCARLET LETTER . 'Nina raises her hand . Mr. Griffin points to her .Nina whips around and gives Olive a look , surprising her .The class bursts into surprised laughter . Even Mr. Griffin tries hard to suppress a congratulatory glance in her direction .Mr. Griffin , begrudgingly , calls her to his desk . He starts writing something on a piece of paper .

Olive, Olive, Olive. Do you think that maybe you're reading a little too much into this assignment?

I guess it would n't matter so much if I did n't like you. You're a great girl and I happen to think that all of.

Hey, I'm really sorry I had to send you to the Principal. If you tell anybody, I'll deny it, but I really wanted to cheer with the rest of the class.

Hey, do you think you could talk to her? Maybe you could get her to - I dunno -

Olive sits with her arms crossed outside of the Principal 's office . She clenches a note in her fist . Marianne , who 's an office aid , has a smirk on her face as she watches Olive squirm . She slams her fist down on the stapler , repetitively . FINALLY -Neither says anything for a few moments .The principal 's door opens and Marianne quickly shuts up and continues her work . TWO KIDS emerge . One , obviously , a bully ; the other , obviously , the bullied . The BULLIED kid is holding a BLOODIED TISSUE up to his nose . He and Olive exchange meaningful glances . PRINCIPAL GIBBONS -LRB- 60 's -RRB- , a colossal prick disguised as a man , gestures for her to come in . Olive gets up and enters -

He closes the door behind them . He holds his hand out and she gives him the note that Mr. Griffin wrote . Gibbons studies it .She thrusts her hand out .He eyes her hand , not amused , and she quickly withdraws it .As serious as a heart attack .She starts to say something -She relents , but stares him squarely in the eyes .He gestures to the door .She quickly runs out of his office .

Why are we just now meeting? Using language like this should have warranted a visit to me years ago.

A young lady with such an extensive vocabulary should n't be stooping to such vituperations.

Olive. I do n't tolerate this kind of language. Ever. Consider this your first warning. If I find out you've used a word like this in my school again, I will make sure that it's your last. I do n't operate on a ` three strikes you're out system'. You get one warning from me.

Detention tomorrow after school in Room 704. And, young lady, I do n't want to see you again.

Rhiannon , excitedly , approaches Olive - dying to talk to her .Rhiannon ignores her sincere attempt to confess .Rhiannon pulls her keys from her purse and they walk to her car .They get into her car .

The scene looks the same . Olive sits with her family , having family dinner .Her parents seem more impressed than upset . This is definitely a first .Olive looks to her little sister and thinks better of saying the word out loud .Both her parents wheels are going . They 're both seeking the answer in their heads , but are coming up with nothing .She leans over and whispers something in her daughter 's ear .Her parents search their brains , but nothing is coming to them .Excited by the prospect -She begins maneuvering her peas around the plate .Olive touches her index finger to her nose , as she continues to manipulate her food .Too intrigued by Olive 's admission to really care -Rosemary figures it out as Olive is assembling the A.She leans over and whispers it in Dill 's ear . He nods in understanding .Olive quickly scrapes the peas into a pile .Now , it 's Dill 's turn to whisper in Rosemary 's ear . She nods in understanding .Olive gets up from the table and kisses her dad on the cheek .She goes over and kisses her mom on the cheek , as well . Leaving the dining room -She retreats upstairs .Dill chuckles , but Ginger is not amused .

Bored , Olive sits at a desk in a classroom , reading a tattered copy of ` The Scarlet Letter . ' She 's dressed much racier and is starting to look pretty hot . There 's only one other person in the room . The BULLIED KID seen by Olive leaving Gibbons 's office the day before . The bullied kid is thin as a rail , pale as a ghost and slightly effeminate . He looks miserable . Not just by this detention , but from life in general .Olive laughs to herself .Brandon shoots her a ` that 's not funny ' look .He laughs .There 's a brief silence between them .Ignoring his cynicism -Tell me about it .He 's not real . The guy I slept with . I made him up .So , you started the rumor ?Indirectly ? Sort of . Well , not really . No . No , I did n't .But you 're perpetuating it . That 's fucked up .Excuse me ?It 's true . There 's only one thing worse than these tabloid - chasing celebutantes with their vapid minds and their immoral souls and that 's the people who want to be like them .Did I say I wanted to be like them ?No , you just want everyone else to think you are .Why does it matter if it 's not who I really am ? No offense , Brando , but maybe you could learn something from me .You 're saying I should pretend to be straight , so people will like me ? What a novel idea . You should do seminars . Oh , wait a minute , I forgot . In high school , EVERYBODY PRETENDS TO BE SOMETHING THEY 'RE NOT !Brandon realizes why she 's chosen this path and feels for her .She smiles sinisterly at him .There is an electricity in the air and it seems as if at any moment , they might fling off their clothes and screw right there .They both break character and return to being themselves .Brandon thinks hard about everything that 's just been said . His brain is going a - mile - a - minute . In that noggin , an idea has been planted . Olive , not oblivious to this , returns to her novel .

I have been fantastic. Really, really amazing. Do n't know if you heard, but according to my locker, I'm a ` power bottom.'

Yeah, only two days after the custodians had finally gotten around to scrubbing ` turd burglar' off. Which, if you think about it, really contradicts the previous label.

Judging from the new look you're sporting, I'm not the only one in a transformative stage. ` Sup with the whore couture?

As a matter of fact I did hear that. I heard you banged a guy twice your age.

There are some of us, though, that want to just blend in to the crowd.

Funny. I always thought teen angst and apathy went hand in hand.

What? Pretending to be a whore? For a virgin, I'm impressed. How about me? Could I pass as straight?

No, I know what you were saying. I should play it straight until I get out of this hell and then I can be whoever I want to be. No, I got that.

So, you're saying I should n't really have sex. I should just say I had sex with someone. A girl.

Think about it. We could help each other out. You want to maintain this floozy facade. I want to not get my face pummelled weekly.

All it would take is one good imaginary fuck and you'd be saving the bone structure of my face. Think of how happy my parents would be!

Listen, Olive, I do n't want to do this. I want to live in that not - too - distant EMO world, but I still have another year of this bullshit place and I ca n't do it. I just ca n't do it.

Whores are n't discerning, Olive. And just think - you'll OFFICIALLY be a hooker with a heart of gold!

Olive lounges on her bed , flipping through a magazine and talking to Rhiannon on the phone .A call beeps in on the other line .She clicks over .Olive clicks over to Rhiannon .Olive is stoked by her idea .

Rosemary opens the door to see Brandon . She has no idea who he is .Brandon walks in and Rosemary shouts -Brandon 's eyes bulge and Olive descends the staircase .Olive grabs Brandon by the hand and leads him upstairs to -

She closes the door behind them .She gestures for him to sit down .She looks at him , strangely .He nervously nods .It 's his turn to smile slyly at her . She sees where he 's going with this and instantly gets defensive .She sees tears forming in his eyes . She walks away from him and is silent for a long few moments .Brandon wipes his tears away and is the happiest gay you 've ever seen . He throws his arms around her and wo n't let go .It seems as if that last statement was more for herself than it was for him .

A TEEN PARTY rages . DRUNK KIDS abound . Olive , looking like a million - fuckin ' - bucks , prances into the party with Brandon , who 's looking pretty snazzy himself . They appear drunk and are falling all over each other . People stare in complete amazement at a. -RRB- Their appearance and b. -RRB- That they 're even together in the first place . You 'd never guess that this was anything less than an A - LIST TEEN COUPLE , ripped from the pages of Teen People . Olive falls against Brandon laughing . He hoists her up , as their host , MELANIE BOSTIC -LRB- 17 -RRB- , a fairly pretty girl , approaches .She stares glassy - eyed at Melanie . Brandon just smiles .She gives her a drunken punch on the shoulder . She spins around to the entire party , who is looking at them with complete interest .They raise a glass to them and Brandon and Olive stumble down the hallway , laughing .The bully who emerged from Gibbons 's office with Brandon , goes up to Melanie .They , with a big group , race down the hall where Brandon and Olive have just retreated to .

Olive locks the door and drops the drunk act . She 's completely sober and so is Brandon .Brandon runs over and pulls the blinds down . They giggle , conspiratorially . Olive plops down on the bed and stretches out . Brandon lays beside her . She moans for the benefit of the audience she knows has assembled outside . She moans again and it 's very convincing . She leans over and whispers in his ear -He does so . She extends her palm , impressed . He slaps it with his .

Sure enough , it seems as if most of the party is listening at the door - falling all over each other to hear . Nearest to the door is the bully , who is pleasantly surprised by the noise inside .

Olive reaches into her handbag and pulls out her copy of ` The Scarlet Letter ' and reads it while she makes sex noises . Brandon laughs at this and Olive smacks him with it , prompting him to stop . She puts her finger over her lips , giving him the ` Shhhh ' sign . She continues to read as she thrusts her hips , making the bed squeak ever so slightly .He moans in his deepest voice . She continues to read , crescendoing her moaning like a pro .She takes the top of the headboard and lightly taps it against the wall , over and over .Brandon suppresses a laugh .

Olive is disheveling herself . Brandon musses up his hair .She unbuttons Brandon 's shirt and rebuttons it incorrectly .He kisses her on the cheek and she smiles .

The whole crowd , leaning against the wall , quickly disperses when the door opens . The bully immediately hands Brandon a beer and throws his arm around him , leading him drunkenly down the hallway , with a crew of guys after the dirty details . Olive looks at this and smiles , satisfied . Then she realizes that , though the guys have gone , there are a whole slew of girls looking at her completely differently . They avoid her eye contact , as one would ward off Medusa . Olive finds Melanie pretending not to be interested in her .She begins her walk of shame down the corridor into the -

- Where she runs smack - dab into the well - developed chest of MEERKAT TODD .They make eye contact . Olive is a sick shade of regret .Obviously oblivious to the demonstration that just occurred -Olive catches the reflection behind her of a group of guys leaning against the counter , signalling ` NO , DO N'T DO IT ' to him behind her back . She spins around and they instantly pretend to not be paying attention . She glares at them .She rushes off .

Olive, contrary to popular belief, I'm not an idiot. I know exactly what's going on and I know exactly what you're doing.

No one had to tell me. All I know is once upon a time, there was a scared little kid in a closet at a party who was n't ready for his first kiss and there was this amazing little girl who lied for him.

Yeah and after I ran out, you pulled Brandon in. Yeah, I know about that, by the way.

What if I told you I wanted to be dragged into it? Maybe I could help.

Fuck them. They've had enough of you. Well, figuratively speaking. I borrowed my neighbor's John Deere. Come down here.

Olive lays on her bed watching the scene from ` Ca n't Buy Me Love ' that she just performed . She eats a candy bar and wallows in her self - pity .Her mom comes in with a nicely - wrapped gift .Indicating an empty space on the floor -Rosemary puts the gift on the floor .Rosemary leaves , chuckling at her own joke . Too curious , Olive opens the gift . She withdraws a PHOTO of the BULLY holding BRANDON 'S LEGS while he does a KEG STAND . She smiles , pleasantly . She pulls out a PINK VIBRATOR and looks at it quizically . There 's an envelope inside . She opens it and pulls out a $ 200 Gift Card to TARGET .There 's a note , which she reads aloud to herself .Olive breaks out into riotous laughter . She 's genuinely touched by this gift . The phone rings . Thinking it 's Brandon , Olive snatches it up .

Rhiannon , clutching an enormous Diet Coke , plods through the mall with an intensity reserved for girls who just found out their best friend had her sophomore sexual exploit and did n't bother to tell them .Olive sighs as she slumps into her pillows .Rhiannon screams in frustration , attracting the attention of passing shoppers .Entering the red zone -She slams the phone down into the cradle and seethes . Berlin 's ` SEX -LRB- I 'm A . -RRB- ' plays loudly as . She goes into her closet and starts , wildly , pulling down clothes . She throws them into a big pile in the middle of her floor .

Olive - visibly upset - is cutting something , meticulously , out of RED FABRIC . In fact , she has yards of red fabric draped across her lap . When she finishes the shape , she tosses it behind her and begins another one .

Olive sews these red scraps to her clothes . When she finishes one piece , as before , she tosses it behind her and grabs another item from the crumpled wardrobe on her floor . Time flies and we see the clothing pile rapidly decreasing , until there are none left . The song morphs into - Tommy James and the Shondell 's ` CRIMSON & CLOVER ' as we fade into -

Clad in sunglasses , fuck - me - boots and looking like a bona fide porn star , Olive struts down the halls of her school . Sewn across her larger and pushed up breasts is A FIERY RED ` A ' -LRB- NOTE : For the rest of the film , every piece of Olive 's clothing will be emblazoned with a RED A. -RRB- Erections are popping up all along the halls , as well as looks of total disbelief from the girls . She works it like a Debbie Who Just Did Dallas , Düsseldorf , Des Moines , Daytona , Detroit and Darfur . Up ahead , Rhiannon is yakking with a semi - attractive guy named ANSON -LRB- 17 -RRB- . She catches sight of Olive and her jaw drops . Olive sidles up to Anson , much to Rhiannon 's chagrin .She rubs her knee , seductively , along his inner thigh , turns and licks her lips at a repulsed Rhiannon and continues on her way .

I was wondering if you were busy tonight. Maybe wan na go out or something?

I dunno. I was thinking about chartering a hot air balloon, taking along a bottle of champagne and fresh fruit and then trying to impress you with an overzealous reading of Emily Dickinson.

Yeah. What's better than getting to select your dinner and have nice conversation while they boil it alive in the back?

Exactly. I have no interest in her. I mean, we're friends, but -

We can go wherever you want, but I think it would be kind of hot here.

Anything sexually suggestive you can do with school cafeteria food , Olive does as she makes her way through the lunch line , as guys ogle her . Marianne , also present in the line , watches her in repugnance .

Olive emerges from the GIRLS ' LOCKER ROOM , dressed for gym class . A TERRIFIED FAT KID named EVAN nervously approaches her .He gestures for her to follow him underneath the bleachers . She reluctantly does so .She 's pissed . She silently seethes .Evan starts to talk , but she raises her hand to silence him .Olive turns and starts to leave . Evan summons up his courage and meekly states to her back .She turns around and gives him a look of death . He ca n't look at her .And once again Olive feels too sorry for him to say no .He extends his hand .She , repulsed by it , shakes his hand . Evan 's ecstatic .With zero vitriol -Sad for him , she walks away .

I mean, at the rate you're going, I'm just saying I do n't think anyone would not believe it.

Five hundred bucks for just feeling you up? Does n't that seem a little steep to you? Can you throw in

Little pecker? Nuh - uh. For five hundred dollars, it was ungodly huge. You even commented on the unusual girth for a guy my age.

Mr. Griffin is alone grading papers . Olive pokes her head in .She takes a seat opposite his desk . He points to the RED `` A '' on her chest .She takes a deep breath .Olive drops her defenses and gets real .Mr. Griffin smiles at her .She gets up and leaves , but passes in the doorway , a BEAUTIFUL WOMAN .Pretending to know who she is -Olive disappears into the empty halls .He kisses her .He kisses her .

I'm the guidance counselor. I should know all of the students. Especially the ones dressed like that.

Sure. Yeah, whatever. Oh wait! That's not the girl that everyone's talking about, is it?

Oh, this'll be good. That snotty office aid has been bitching about her incessantly.

So, the reason I called you down here is just so that we could - sort of, y' know - chat about what's going on.

Olive, you're attempting to make a statement. We get that. I'm just confused as to what exactly it is.

You're not in trouble, Olive. I just wanted you to know that if there was something you maybe needed to talk about, that you could trust me.

Please do n't tell anyone I gave you these. The school board is -

Remember : our little secret. And, hey, would you send in the next person?

I fucked up. I fucking fucked up SO fucking bad. I'm a fucking. Fuck.

Yeah, well, you're not to supposed to fuck them, either. But it did n't stop me.

Because a real whore ca n't admit it to herself, let alone others.

Olive, life is full of choices. I made a bad one. But then, so did you. We both acted unwisely, but I do n't see any other alternative than to live with the guilt. My guilt stems from my indiscretion, yours for lying. We've made our choices. Now, we have to ride them out.

Fine, Olive. Let's play the ` who do you believe' game. But, first, ask yourself, if you were an adult, who would you believe?

Because you helped me once, I'm not going to report that to Principal Gibbons. Now, we're even.

Assembled in a semi - circle , a handful of WELL - DRESSED CHRISTIAN KIDS open their meeting of the CROSS YOUR HEART CLUB with prayer . Marianne , of course , leads them in this ritual . Nina is also present .They all smile , say ` AMEN ' and open their eyes .Marianne eyes him , suspiciously .She tears up .Her boyfriend , MICAH -LRB- 17 -RRB- takes her hand and holds it . She leans against his shoulder , wiping away tears . Nina , on the other side of her , begins rubbing her shoulder , sympathetically .She suddenly bursts into sobs . -LRB- And these are n't crocodile tears . She is flooded with emotion . -RRB-She wipes her tears away .She takes Micah and Nina 's hands , the rest of the group follows suit .They all squeeze hands and Marianne manages a smile .

I did n't know what to say! I panicked! I said I got it from Olive Penderghast.

I know, but what was I supposed to say?! And then my mom called her mom.

I already tried to blame it on their divorce, but my mom's not buying it. I have to tell them.

Okay. But I love you. I do n't care if you gave me chlamydia. I LOVE YOU and I want to be with you and no one can stop us. Not my mother, not Marianne, not -

Marianne gives Micah a strictly PG - rated kiss against his car . They 're nauseatingly wholesome .

Olive is sitting in the office , dressed just as slutty as the day before . A RED `` A '' sewn onto her top . Marianne is behind the desk , sharpening pencils . After each one , she observes the point with a scary satisfaction . They exchange a few hateful glances at each other . Mrs. Griffin pokes her head out of her office .Olive , in no mood for this , drags herself up dramatically and follows Mrs. Griffin into -

Mrs. Griffin sits behind her desk and Olive sits opposite her .Mrs. Griffin shifts uncomfortably in her chair . There 's something a little unnerving about this kid 's awareness .Mrs. Griffin rolls her eyes .Olive assesses this statement from her .She winks at her .Mrs. Griffin digs in her purse and pulls out a handful of CONDOMS . Feigning excitement -Olive sees that Mrs. Griffin is genuinely concerned .Olive starts to confess , but then just takes the rubbers and puts them in her own purse .Mrs. Griffin smiles at Olive as she leaves .

Marianne is talking to Micah , who seems distressed . He rubs his eyes , like he 's been crying . Olive is surprised to see him there .She gives him a reassuring smile and he walks into her office .Marianne gives her a ` go away ' look .Marianne begins crying .She begins sobbing uncontrollably . Olive , not sure what to do , goes around the counter and hugs her . Marianne just cries on her shoulder .Olive did n't expect this embrace to last this long .Into Olive 's shoulder -Marianne pulls away and wipes tears from her eyes .This triggers even more wails from Marianne , who grabs Olive and squeezes her tightly .Olive is really confused by this display and is about to say something snide , but thinks better of it and replies with a very heartfelt -Marianne pulls away again and manages to smile at her , warmly .

Marianne , angry as hell , stomps through the hall with hatred burning in her eyes and coursing through her veins .Marianne stops in front of Olive and slaps her so hard that people in the hallways stop , dead in their tracks . It 's the slap heard ` round the school .

Olive bursts into Mrs. Griffin 's office . Tear - streaked , Mrs. Griffin is packing her things into a cardboard box . It 's as if her world has just collapsed .Olive starts to say something , but Mrs. Griffin ca n't even look at her .She throws a framed photo of her and Mr. Griffin into the box . It shatters . Mrs. Griffin falls apart . Olive starts to say something again , but she does n't know what to say , so she sheepishly turns to leave .

The Cross Your Heart Club is assembled outside of the school , with a lot of other kids -LRB- and some parents -RRB- , waving signs on wooden stakes that say things like : EXPEL OLIVE ! EXODUS 20:14 SCHOOLS ARE FOR LEARNING , NOT FOR WHORING OLIVE PENDERGHAST IS A WHORE Rhi is among them , as riled up as any .The scene is a maelstrom of anger and piety .

Olive enters a Catholic Church . It 's empty , but there are a few CANDLES burning . She sees the CONFESSIONAL BOOTH and makes a beeline toward it . She takes a deep breath and enters .

She sits down and begins to talk to the screen .There 's a long silence . Olive tears up and wipes them away .She looks through the screen . There 's no one there .She throws the curtain to the booth open and stomps out .

Olive , upset at herself , gets into her car and drives off . But just a few blocks down the street to -

She parks her car and gets out to try a different denomination .

Olive enters to find a SWEET , PORTLY RECEPTIONIST -LRB- 50 's -RRB- searching through RELIGIOUS CLIP - ART on her COMPUTER , attempting to find the perfect image for the church newsletter . The lady smiles , acknowledging Olive .For her own entertainment , Olive matches the receptionist 's enthusiasm level .The receptionist joyfully snatches up the phone .She listens and then hangs up .She winks at the receptionist and enters -

Pastor McGreevey is on vacation this week. But our associate pastor is in. Would you like to speak to him?

Don, there's a young lady here who would like to speak with you about joining.

ASSOCIATE PASTOR DON -LRB- 40 's -RRB- is a gangly , unattractive - borderline creepy - man . He invites Olive to have a seat .He extends his hand , which she shakes politely .Don seems taken aback by the question .At that moment , Olive looks at his desk and sees a FRAMED FAMILY PHOTO . Smiling big are Associate Pastor Don , his wife , A WOMAN WITH A SMILE THE SIZE OF MONTANA and his lovely DAUGHTER - MARIANNE BRYANT . She jumps up from her chair and recoils at the sight of the picture and the stupid mistake she made by coming there .Backing up toward the door .She bolts from his office .

Ma'am, the Presbyterian Church recognizes the existence of hell.

Marianne , excitedly , runs over to Olive who is just getting to school and throws her arms around her .Marianne ca n't seem to break the embrace and Olive just goes with it .

Olive sits in class . Marianne passes a note back to her .Olive reads it . It says : Hey girlie ! You wan na hang out after school today ? Kisses ! Marianne Marianne looks back and Olive gives her the thumbs up . Across the room , Rhi sees this exchange and sneers .

Marianne is working with her partner , Evan . She turns to Olive behind them and makes a gagging signal behind his back and laughs silently .Olive , unaware of how to respond , gives another thumbs up .

Olive sees Marianne come into class , tear - streaked . She runs over to Olive and again throws her arms around her .Olive just holds her new friend , as she had the day before .Olive guides Marianne 's head back to her shoulder .

Marianne 's boyfriend , Micah , writhes in pain on a hospital bed , clutching his crotch . His worried MOTHER -LRB- 40 's -RRB- is beside him , clutching her chest with one hand and trying to soothe him with the other .A DOCTOR enters , with a satisfied smile and a diagnosis .Micah and his mother both look up in shock . His mother takes both of her hands and begins slapping him , uncontrollably .Micah , in pain from the burning sensation and his mother 's hands flying at astonishing speed shouts out :His mother 's face fills with satisfaction .

How did you get chlamydia? Who have you been sleeping with? Tell me! TELL ME!

Micah 's mother is on her cell phone .She folds her phone up and slips it into her purse .

The woman on the other end of the phone - A WOMAN WITH A SMILE THE SIZE OF MONTANA - who we 've seen in the Bryant family photo , hangs up . Only this time , her smile is a disgusted grimace . She picks up the phone and dials a number . She is , animatedly , talking to the person on the other end of the line , while Olive narrates .

Marianne is on the phone , listening , with mouth agape . Undoubtedly , she 's just heard from her mother that her boyfriend has chlamydia .She screams so loud that Mrs. Griffin comes out of her office , a panicked expression on her face .

Seething , Marianne 's mother says into the phone - A WOMAN WITH A SMILE THE SIZE OFShe hears a slam and then a dial tone .

Marianne clutches the phone in the cradle with enough force that it looks like the receiver will shatter in her hands . Mrs. Griffin looks worried .Like a teapot about to start expelling steam , Marianne quivers in rage . Finally , at boiling point , she shouts -But her long string of profanities is muffled by the long ringing of the school bell . Mrs. Griffin is taken aback by Marianne 's umbrage . As we saw before -

Marianne , angry as hell , stomps through the hall with hatred burning in her eyes and coursing through her veins .Marianne stops in front of Olive and slaps her so hard that people in the hallways stop , dead in their tracks .Rhi , who was loading books in her locker , sees this and happily slams her locker shut . Breezing past her -But Rhi keeps on walking .

Micah 's on his cell phone , anxiously talking to someone - checking every few seconds to see if his mom is on her way out .There 's a dial tone .

Mrs. Griffin has just hung up on her teenage lover and begins freaking out . She grabs a cardboard box and begins throwing items into it . Olive bursts into Mrs. Griffin 's office and sees Mrs. Griffin packing her things . As we saw before -Olive starts to say something , but Mrs. Griffin ca n't even look at her .She throws a framed photo of her and Mr. Griffin into the box . It shatters . Mrs. Griffin falls apart . Olive starts to say something again , but she does n't know what to say , so she sheepishly turns to leave - - and then feels awkward .This makes Mrs. Griffin cry even harder . She attempts to pull herself together .Olive looks at her , quizzically .Olive puts two and two together in her head . She gasps a little louder than she planned .Mrs. Griffin walks over and locks her office door . She fights back more tears , as she tries to explain to Olive .Mrs. Griffin stops talking and waits for Olive to speak .Olive gives her a reassuring smile , steps up to the plate and offers up a solution .Olive looks at her , puzzled by her knowledge .She begins to weep . Olive puts her hand on Mrs. Griffin 's shoulder .Mrs. Griffin grabs Olive and cries on her .Olive strokes her guidance counselor 's hair .She strokes her hair .

Two LITTLE 5 YEAR OLD GIRLS -LRB- Olive and Rhiannon -RRB- chase a LITTLE BOY all over the playground , desperate to kiss him . They plot and plan to corner him , but he 's just too fast .Rhiannon finally catches him and kiss him on the cheek . Repulsed , he wipes his face . Rhiannon and Olive high five each other .

Olive eats her lunch and yuks it up with a table full of guys . Rhiannon sits at a different table , mostly comprised of girls , and glares at her from across the room . The bell rings and the students begin getting up and making their way toward the exit . Anson -LRB- who we saw earlier with Rhiannon in the hallways -RRB- approaches Olive .Olive smiles sweetly at him .Olive walks off

Olive and Anson sit in a booth at a dimly - lit RED LOBSTER . Olive looks beautiful . The ` A ' on her shirt is sequined .A SERVER appears with their LOBSTER . Anson is an odd shade of green from Olive 's little science lesson .The server leaves them and Olive digs in . Anson is feeling nauseous and ca n't touch his . From across the restaurant , a PARADE OF SERVERS enters from the back , enthusiastically clapping and holding a cupcake . Leading the brigade is Meerkat Todd , who 's wearing a RED FOAM LOBSTER HAT . With as much spirit , as he has as a meerkat -He leads them through to another part of the restaurant .They land at the table of the birthday girl . Olive cranes her neck to see - Rhiannon , miserable of course , sitting with her parents at a table in the next room . Olive immediately becomes uneasy .Olive is visibly squirming in her seat .The whole place applauds , unenthusiastically . Anson sees Olive 's discomfort .He gestures for the server who appears .Even more confused , the server obliges and gives them their check .She pulls it out and hands it to the waitress , who leaves .Olive suddenly becomes self - conscious and a little bit pissed .The server reappears with the check .The sever smiles and leaves them again .They duck out of the booth trying to keep their heads down , but Olive ca n't resist the urge to look up and see if Rhiannon sees them . She does . Olive and Rhiannon make eye contact . Whereas , Olive looks remorseful , Rhiannon looks like she 's just been stabbed in the back - which she has . The Abernathys see her , as well , and wave . It 's painfully obvious to Olive that Rhi has n't told her parents about their differences . She starts to go over , but Rhiannon 's face is turning vermillion in anger . Olive just waves , sheepishly and leaves with Anson . I/E . ANSON 'S CAR - RED LOBSTER PARKING LOT - MOMENTS LATER Olive 's face is painted with guilt . She feels like shit , but does n't want to externalize it . Anson puts his hand on her knee .Olive manages a smile . He reaches into his pocket and pulls out a $ 500 GIFT CERTIFICATE to ANTHROPOLOGIE and hands it to her . Olive is disappointed , but tries not to show it .Snapping out of her guilt .He leans over and kisses her . She pushes him off .But he 's kissing her again , a little too forcibly . She pushes him off again .He takes off his shirt .She gets out of the car . He rolls down the window .He drives off , leaving her outside in the parking lot .As luck would have it , Meerkat Todd , is coming out the back exit . He sees her and gives her a surprised , toothy grin .Tears begin to glisten in Olive 's eyes .Todd walks over and puts his arm around her and leads her to his car . He opens the door for her and she sits down . I/E . MEERKAT TODD 'S CAR - NIGHT Olive is trying to pull herself together but she ca n't stop crying as Todd drives her home . Todd does n't know what to say to her . Finally -She stops crying .She smiles through her tears .Olive 's laughter turns to rage .He stops the car . They 're at her house .There 's an awkward moment between them .Despite the fact that this is positively the most romantic moment of her young life , Olive looks down .He holds out his hand and she takes it .He smiles his goofy grin and she embraces him . She hops out of the car and goes to her front door .

You have a remaining balance of fourteen dollars and thirty six cents.

Filling the frame , a GOSSIPY GIRL in braces says -We spin around to see Olive 's stunned reaction .The reality of the situation begins to weigh on her .Defeated , Olive makes her way through the crowded halls .

Oh my God, did you hear that Brandon ran away from home? Yeah. Totally. He left his parents a note that said : ` Eff you, I'm gay.' And then he skipped town with a big, hulking black guy.

Micah , beyond miserable , sits between his STERN GRANDPARENTS , who read the Bible to him .Micah settles in for a very long visit .

Where they had previously met , Olive pleads with Evan .He walks off , leaving her alone .

Olive waits for Mrs. Griffin 's response . There 's a long moment of contemplation on Mrs. Griffin 's part . Then -They 're locked in a Mexican standoff .Furious , Olive throws the door open and exits .

Mr. Griffin is erasing the blackboard , when Olive storms into the room .Shocked , Mr. Griffin drops the eraser .The gravity of what she 's just done sinks in and she stumbles .Not knowing what to say , she runs from his classroom .

Olive is mirthless , as she proceeds with her story .She contemplates this .

As we saw before , Olive sits and plays ` CONNECT FOUR ' with Mr. Griffin , at his desk . Both are looking beaten down and very depressed and their minds are on everything but the game . Mr. Griffin puts his hand on Olive 's .Olive gets a tear in her eyes . She puts a RED CHIP in at the top and loses the game . She reaches over and presses the lever , causing all of the chips to fall on his desk . THE JENGA SET - UP There 's a ridiculously tall tower of blocks and they all fall down . He rakes the chips and the game into his own cardboard box , full of his things . He smiles and she hugs him - intensely , tears quickly welling up in her eyes .They just hold each other . Finally , Mr. Griffin pulls away and takes his things and starts to leave . But then he turns and says -They share one last , pained smile and he leaves .

Hearfelt , into the webcam -She wipes away a tear , pulls herself together .

As we saw before - The Cross Your Heart Club is assembled outside of the school , with a lot of other kids -LRB- and some parents -RRB- , waving signs on wooden stakes that say things like : EXPEL OLIVE ! EXODUS 20:14 SCHOOLS ARE FOR LEARNING , NOT FOR WHORING OLIVE PENDERGHAST IS A WHORE Rhi is among them , as riled up as any . Olive steps out of the school to see the demonstration . her jaw drops .Things have gotten WAY too out of hand .

Olive cries on her bed , clutching her teddy bear . Rosemary listens , as a good mother does .Olive gives her a suspicious look .Ewwww !I did . I got around . Before I met your father , I was a garden variety floozy .Why are you telling me this ?Because I endured a similar lynching because of a certain dalliance .I promise that it was no worse than Marianne Bryant 's attack on me .Wan na bet ? It was her mother .Wait , what ?Yep . Don Bryant and I got caught in a very compromising position in the locker room during a basketball game .That 's disgusting ! He 's disgusting !He was n't back then . He was actually pretty handsome . All I 'm saying is that MAYBE the reason that Bryant girl is going after you is because her mother told her about me .So , the sins of the mother are revisited on the daughter .There 's something else you should know . This is hard to say but - Don Bryant is your father . Marianne is your sister . Olive turns white .Olive punches her mother on the arm , who 's laughing hysterically .They embrace and Olive gets an idea .Rosemary looks slightly concerned by the grin on Olive 's face .

We join a pep rally , already in progress . The DANCE TEAM attempts to rile up the school with a rousing rendition of Michael Jackson 's ` BAD . ' In the stands , Rhi sits with Marianne and Nina .She extends her palms to Nina and Rhi , who both slap them . Marianne puts her arm around Rhi .Marianne nods in agreement , however Rhi is confused .Rhiannon looks at her new best friends , who just smile at her . The song ends and there 's a drum roll .Marianne puts her hand firmly on Rhi 's knee .Rhi puts her head down . The drum roll ends and Meerkat Todd bounces out in costume . He jumps around enthusing the student body - But then he goes out of the gym and reenters pushing a DUMPSTER . The familiar chords of the James Bond theme ` Nobody Does It Better ' plays from the band . Meerkat Todd opens the lid of the dumpster and Olive , dressed in a glittery and slinky RED DRESS , with a BOA draped around her bare shoulder , pops up and croons with a handheld mic and slightly different lyrics :Todd lifts Olive out of the dumpster and she sings her ass off - and she 's quite good .She winks at the audience . The guys begin to wolf whistle and howl at her sheer brilliance . She begins to rub her hands seductively over Meerkat Todd 's furry costume , eventually unzipping it and taking off the head to reveal : BLUE DEVIL TODD ! The crowd goes wild .She saunters over to Rhi and kisses her on the cheek , leaving a big , red lip mark .She sees that Gibbons is not amused , but that does n't stop her .She walks over to a couple of HORN PLAYERS , and runs her fingers seductively over their -LRB- uh -RRB- instruments . The crowd goes wild - some appalled , but most enthused . Olive sashays through the crowd as the MALE TEENS scream and stuff money down her bodice .The song ends and Olive takes Blue Devil Todd 's hand .There are audible gasps , but excitement nonetheless . Gibbons angrily storms over and takes the microphone .She plods out , triumphantly .

The sun is setting as Olive speaks into her webcam . But this time , we 're not seeing it through the lens , but from a different point in the room .All of a sudden - from outside and downstairs - James ' ` LAID ' begins to play . Olive goes over to the window and sees Todd below , holding up a BOOMBOX -LRB- a la John Cusack -RRB- and there 's a RIDE - ON LAWN MOWER -LRB- a la Patrick Dempsey -RRB- behind him . Upon seeing this , she bursts into laughter , but it could n't be more romantic .Olive ca n't get the smile off of her face as she goes back to the camera . We see her through the lens .She turns the camera off .

Olive runs out of the house and tackles him , kissing him - in the front yard , in broad daylight , for the world to see . FADE OUT . OVER THE END CREDITS .

The basketball game is going on to an almost empty gymnasium .We see , from the perspective of their computer screens , various reactions to Olive 's webcast - - A proud Brandon watches from a hotel room . A MUSCULAR BLACK GUY in a towel comes up behind him and kisses his neck . - The Abernathys watch with the same demented glee they derive from watching anything . - Mrs. Griffin watches with the face of a person who 's been found out and who 's days are numbered . They are . - Rhi seems contemplative . Maybe it 's because she 's been in love with Olive since grade school . Duh . - Evan , the fat kid , is doing jumping jacks while watching . - Melanie Bostic -LRB- the host of the party -RRB- watches with a group of girls .- Marianne feels regret . But a little bit impressed . - Mr. Griffin is proud of her . - Micah watches in his dark bedroom .- Rosemary and Dill are too busy making out to watch . - Anson has a jar of vaseline and is ready to jerk off , but is upset that she is n't ` exposing herself ' in the aforementioned way .

Olive and Todd are still kissing on the lawn underneath the stars . FADE OUT .

`` Sport has the power to change the world . It has the power to inspire , the power to unite people that little else has . It is more powerful than governments in breaking down racial barriers . '' NELSON MANDELA .

A big , rich , powerhouse all - white high school located near the freeway into Cape Town . The RUGBY FIELDS are immaculate . FIFTEEN YEAR OLD BOYS in striped rugby jerseys train with total intensity under the critical eye of the COACH . Right ACROSS THE BOUNDARY FENCE from the rugby fields is an area of WASTE LAND leading up to the freeway . There , BLACK AND `` COLORED '' -LRB- MIXED - RACE -RRB- BOYS of the same age play a loose game of soccer with a tennis ball . Most of them have bare feet and threadbare , dirty clothes , most of them are noticeably smaller and skinnier than the white boys . Two cultures , separated by more than the high boundary fence . SUPER TITLE : SOUTH AFRICA , FEBRUARY 11 , 1990 A COMMOTION ON THE FREEWAY intrudes on the soccer game . Horns honking , cars pull over onto the shoulder , people jump out .

Lead by police motorbikes , then patrol cars , a white Mercedes approaches , heading towards Cape Town . Whoever is in the Mercedes has stopped traffic .

The soccer players abandon their game and run for the freeway , whistling and shouting . The rugby players are more disciplined - or obedient - and do not acknowledge the commotion until the convoy passes right by them . The coach shakes his head in disgust .A short , STOCK - FOOTAGE MONTAGE which spans the tumultuous four years between NELSON MANDELA 'S release from prison and his inauguration as President of South Africa . Footage would include : - Mandela 's release from prison - negotiations with the apartheid regime - scenes of white fear and emigration - the horrifying sectarian violence leading up to the- the khaki - clad AWB -LRB- Afrikaner right wing -RRB- attack on the World Trade Center -LRB- where negotiations were taking place -RRB- - the lifting of economic sanctions and cultural boycotts - the lifting of the international ban on the Springbok rugby team and immediate Test match losses to New Zealand and Australia . - popular black leader Chris Hani 's assassination by white- black retaliation - Mandela 's frantic intervention to keep the country from going up in flames - the election itself , with those incredible images of thousands and thousands of people , black and white , lining up patiently , some to vote for the first time in their lives - the African National Congress victory - Mandela 's inauguration as President , where he delivers the `` Never , never and never again shall it be that this beautiful land will again experience the oppression of one by another , and suffer the indignity of being the skunk of the world . '' As APPLAUSE FADES .

Remember this day, boys. It's the day our country went to the dogs.

We may not be the most talented team in the world - but we're going to be the fittest.

There's nothing more we can do. The game plan's good. It's just a matter of the boys executing it tomorrow.

Nobody gives us a bloody chance. I like that. It plays into their one weakness.

They're already counting the win. But they want to win with style, the way they won all their other matches. They want to show the world how beautiful All Black rugby is.

Dark . We can make out the FORM OF A TALL MAN SLEEPING ALONE at the very edge of the big bed , as if not wanting to rumple the blankets too much . On the bedside table , the clock clicks from 4:59 to 5:00 . The man 's eyes open in the dark , instantly awake . He reaches out , switches on the light . NELSON ROLIHLAHLA MANDELA , 76 , sits up and gets out of bed in one movement . He has the physical vigor and energy of someone twenty years younger . The second he is up , he turns around and makes his bed , leaving it as flawlessly smooth as a hospital bed . Or a prison bunk . For this is the discipline of twenty seven years behind bars .

Dressed in a tracksuit and cross - trainers , Mandela comes down the stairs and heads for the front door . This is a nice , big house but it is amazingly modest for the President of a wealthy nation , and arguably the most famous man on the planet .

Mandela steps outside , closes his front door quietly , takes a moment to savor the air . It is bone dry and cold - typical conditions in the Highveld at this time of year . It is so quiet that , for a moment , it seems as if Mandela is completely alone in the world . The big yard is fenced . There is a small GUARD HOUSE at the driveway gate . When Mandela steps away from the house , A UNIFORMED SOUTH AFRICAN POLICEMAN IN THE GUARDHOUSE pushes the button that opens the gate .

When the gate begins to open we see that there are TWO GREY BMWs parked either side of it .

LINGA MOONSAMY comes to full alert as the gate opens . He is a big , scowling man dressed in a suit . He checks the load on a pistol , tucks it into his shoulder holster .Behind Linga , in the back seat , sits JASON TSHABALALA , a naturally tense and suspicious man . Both of them are hollow - eyed , exhausted , running on adrenaline . They get out of the BMW , fast and quiet . This does not look good .

Who did n't vote for him. Who probably hate him. Who came out of the womb with guns in their hands.

Think about it, man. He's separated from his wife. His children. how often do you see them here?

He's not a saint, okay. He's a man, with a man's problems - and he does n't need us reminding him about them.

When you get a chance, can we see the schedule for the month? We need to plan security.

Me? Nothing. They say they're the Presidential bodyguard. They have orders.

Reconciliation? Madiba, not long ago they tried to kill us! Maybe even these four guys. They tried and, often, they succeeded!

This is his schedule for the next month. Let's look it over for duty assignments.

No. Yes. Madiba gets upset if you do n't smile when you push people out of the way.

A rugby match at Loftus Versfeld. British Lions against the Springboks.

I do n't care about the game. I care that the President'll be so exposed.

I want your eyes on the crowd at all times. We're staying in the middle of the field. He's going to walk out, shake hands, walk back. Nothing else. Got it?

That's all we need. A homemade explosive from materials every boer already has.

We need snipers on top of the stadium and these surrounding buildings.

We're not going to decide which way we bring him in until the very last moment.

We've got an army unit on standby at Silvermine, if you need more men.

We're not taking any chances, okay. The President's going to be very exposed.

We're going to land you on top of that building. We'll own the road between it and the stadium.

The tickets sold out long before the team became so popular. So it's not exactly going to be the rainbow nation out there. That's the reality.

The President will greet the players before the match, he'll present the trophy after the match. He'll be exposed to 62,000 people, twice. He'll be on TV, live, all over the world.

All it takes is one idiot trying to make a statement, or one crazy fool who thinks he hears god speaking to him over the radio.

As Mandela walks out through the gate , Jason and Linga intercept him .Mandela 's face comes alive as he smiles .Jason is Mandela 's head of personal security , Linga his number one bodyguard . They are both former `` terrorists '' , and they are utterly devoted to Mandela .Mandela picks up the pace . Jason and Linga fall back , so that they are a few steps behind him . They share a quick look . They hate this walk . It scares them . There 's no way for it to be anything but completely unsanitary , from a security point of view .

- please assemble the staff for me. Whoever has not already left.

Good morning. how are you. thank you for coming at such short notice. etc..

I could n't help noticing the empty offices as I came to work today. And all the packing boxes.

Now, of course, if you want to leave, that is your right. And if you feel in your heart that you can not work with your new government, then it is better that you do leave, right away.

But if you are packing up because you fear that your language, or the color of your skin, or who you served previously, disqualifies you from working here now, I am here to tell you, have no such fear.

Wat is verby is verby. What's past is past. We look to the future, now.

We need your help. We want your help. If you would like to stay, you will be doing your country a great service.

I ask only that you do your jobs to the best of your abilities, and with good hearts. I promise to do the same.

If we can manage that, our country will be a shining light in the world.

Yes. They've had special training, those boys - with the SAS. And lots of experience. They protected De Klerk.

In public, when people see me, they see my bodyguards, too. You represent me, directly. The rainbow nation starts here.

Forgiveness liberates the soul. It removes fear. That is why it is such a powerful weapon, Jason.

Look at that. The whites are cheering for the Springboks, the blacks are cheering for the Lions.

We did that on the island, you know. We supported anyone but the ` boks. It really irritated the warders.

Yes, I know. But in this instance the people are wrong. And it is my job as their elected leader to make them see that.

Can you tell the boys that Madiba wants to go to Eersterust, very fast.

The day I am afraid to do that is the day I am no longer fit to lead.

Brothers, sisters, comrades, I am here because I feel strongly that you made a decision today without sufficient information or foresight.

I am aware of your earlier vote. I am aware that it was unanimous.

Nonetheless, I propose that we restore the Springboks. Restore their name, their emblem and their colors, immediately.

on Robben Island, in Pollsmoor Prison, my jailers were all Afrikaners.

For twenty seven years, I studied them. I learned their language, I read their history, I read their poetry. I had to know my enemy, in order to prevail against him.

Our enemy is no longer the Afrikaner. They are our fellow South Africans, our partners in democracy.

And they treasure Springbok rugby. If we take that away, we lose them. We prove that we are what they feared we would be.

We have to be better than that. We have to surprise them with compassion, with restraint, and generosity.

But this is not the time to enjoy a moment's petty revenge. This is the time to build our nation using every single brick available to us - even if that brick comes clothed in green and gold.

But, I must. This minority still controls the army, the police, and the economy. Without them, we can not address the other problems.

If we take away what they cherish - the Springboks, their national anthem - we just reinforce the cycle of fear between us.

I will do what I must to break this cycle. Or it will destroy us.

I have come here with a message. People of the Unites States of America : Open your markets to us. People of the United States of American : Come and invest in our country.

Mrs. Brits, this is Francois Pienaar. He's the captain of the Springboks.

The English have given us many things, including rugby, but afternoon tea is one of the greatest.

Ah, but then nobody is trying to tear my head off while I'm doing mine.

It is not so difficult to get people to do their best. And I imagine that anybody who plays for their country does their best, almost automatically.

Yes. But to get people to be better than that? Better than they think they can be? Now, that is difficult, I find.

How do we do that? By example? To an extent. But there is more to it than that.

How do we inspire ourselves to greatness, when nothing less will do? How do we inspire everyone around us?

On Robben Island, when things were very hard, I found inspiration in a poem.

A Victorian poem. Just words. But they helped me to stand when all I wanted was to lie down -.

But you did n't come all this way to hear an old man talk about things that make no sense.

Yes! I remember when I was a guest at the 1992 Olympic Games in Barcelona. The whole stadium welcomed me with a song.

At the time the future - our future - seemed very bleak. But to hear that song, in voices from all over our planet. it made me very proud to be South African. It helped me to come home and do better. It allowed me to expect more of myself.

Because, in order to build our nation, we all need to exceed our own expectations.

You criticize without understanding. You seek only to address your own feelings. This is selfish thinking. It does not serve the nation.

According to the experts, you and I are still supposed to be in jail.

Please call President Clinton for me. I wish to offer him our condolences.

Mr. Minister, please forgive me. This sounds excellent, and we will return to it, but if you'll indulge me for just one minute -

Around the world - objectively - what are they saying about our chances against Australia?

Unfortunately, Chester is far too easy to identify. But that will change. It must.

People do not realize that I once played rugby myself, when I was a student at Fort Hare. It is a very rough game. Almost as rough as politics.

I think they will do very well. Their level of commitment is tremendous.

Obviously, that is no longer true. I am one hundred percent behind our boys.

After all, if I can not change when circumstances demand it, how can I ask others to?

Francois, gentlemen - forgive me for interrupting your work the day before such an important match.

And sometimes, very seldom, as President, I am allowed to do what I want.

I think I'll stay up a little longer. The country is excited tonight.

What man would not be pleased to be dancing with a beautiful woman like you?

Indeed not. My father was a Xhosa chief, and therefore a polygamist. As you know, I am not.

In the fell clutch of circumstance I have not winced nor cried aloud. Under the bludgeonings of chance My head is bloody, but unbow'd.

Beyond this place of wrath and tears Looms but the Horror of the shade, And yet the menace of the years Finds and shall find me unafraid.

It matters not how strait the gate, How charged with punishment the scroll,

Please make sure that my schedule is clear for the entire match.

Barbara, can you please tell the Minister of Sport that I need a detailed briefing on the All Blacks.

Francois, I want to thank you most sincerely for what you have done to our country.

A SMALL DELIVERY VAN drives really fast , blows through stop signs .

Mandela strides along the big , wide , tree - lined streets . Jason and Linga shadow him , eyes and ears alert . Up ahead , we see a SMALL , UPSCALE AREA OF SHOPS AND RESTAURANTS .

Mandela , Jason and Linga reach the shopping area . Dark , deserted . ANOTHER ANGLE of the shops as the small van turns onto the street with a squeal of tires . The SLIDING DOOR on the van IS OPENED from inside . Too dark to see in . Ominous . Mandela , Jason and Linga pass a HUGE POSTER OF MANDELA in the window of CORNER GROCERY . Mandela does not react to this giant picture of himself , Jason and Linga do , proudly - -LRB- A GENERAL NOTE : starting with the window of this grocery , there are pictures of Mandela everywhere . Magazine covers , newspaper centerfolds , T - shirts , children 's art - as if to make up for all the time Mandela 's image and words were banned . -RRB- - until they HEAR THE SOUND OF THE VAN tearing towards them . They turn , SEE HEADLIGHTS VEERING TO THEIR SIDE OF THE STREET . BOTH MEN DROP THEIR HANDS TO THEIR GUNS . Linga steps in front of Mandela , shielding him , Jason steps out wide , ready for anything . Mandela is completely calm . The van screeches to a halt just past them . A GUY jumps out of the van holding a tied BUNDLE OF NEWSPAPERS , which he drops with a thump at the grocery door . The guy does n't see them . The delivery van is gone before the newspapers stop moving . Mandela heads for the newspapers - he wants to see the headlines . Jason and Linga take their hands off their guns , but they do not relax . These are dangerous times . GO IN ON THE TOP NEWSPAPER , which shows a PHOTO OF THE INAUGURATION , and the following words , in Afrikaans : HE CAN WIN AN ELECTION , BUT CAN HE RUN A COUNTRY ?Mandela turns and marches for home . Jason and Linga fall in behind him . In the east , the first milky hint of day .

The house is now bustling with activity . A pretty member of the KITCHEN STAFF sets a single place at the head of a big , formal dining table . A LADY CHEF stirs the porridge , a KITCHEN ASSISTANT cuts fresh fruit . Mandela 's PERSONAL SECRETARY , MARY marches out of her small office with a STACK OF CORRESPONDENCE AND FIVE NEWSPAPERS , places them neatly next to the table setting . Outside , Mandela is surrounded by men . Inside , he has surrounded himself with women of all shapes , colors and ages , to make up for twenty seven years without . MANDELA SHAVES UPSTAIRS IN THE BATHROOM . The razor is dull . Mandela opens drawers looking for another . He opens a drawer that is empty but for a WOMAN 'S BEADED BRACELET , broken and shedding tiny colored beads . Mandela looks for it for a moment , then closes the drawer , looks at himself in the mirror . Mostly , Mandela 's face is warm , animated , energetic and this is how we see him , almost all the time . But , sometimes , his face can be a remote , sphinx - like mask that conceals all emotion , all feeling . This is his prison face . This is the face that looks back at Mandela , right now , in the mirror . It is the face of a man whose long , hard journey has marked his very soul . Expressionless , Mandela shaves himself with the dull razor . OVER , a COCK CROWS and - - a QUICK SERIES OF SHOTS , as the RAINBOW NATION WAKES UP .From the bush to the cities , from shanty towns to ocean - front mansions , PEOPLE START THEIR DAY .Some start the day with a tea tray placed next to their beds by discreet black hands , some with nothing more than brown river water and half a fire - blackened ear of corn for breakfast .

- as President Mandela takes office in Pretoria, facing issues that range from economic stagnation and unemployment to rising crime -

and in London, President Mandela made quite an impression on the Queen -

He has therefore decided to donate a third of his monthly income to charity.

President Mandela said that he wished to set an example to other leaders and cabinet ministers.

We're looking at the remains of the Federal Building in Oklahoma City, America, which was destroyed today in a massive explosion.

No one has claimed responsibility yet, but authorities say that the timing and target mark this as the work of white, right - wing fanatics. An act of revenge for the FBI killings in Waco, Texas.

The explosive, a truck bomb, was apparently a simple mixture of commonly available industrial and agricultural materials.

So far, the official death toll stands at over a 100 people, which includes at least 12 children from a day care center in the Federal building.

Click ! The TV is turned off by MR. PIENAAR . -LRB- late 40 's -RRB- in his very modest , blue - collar house . MR. PIENAAR . -LRB- GLOOMY . -RRB- I never thought I 'd see the day . Mr. Pienaar turns and addresses his son , FRANCOIS PIENAAR , 27 , a big , blond , almost - handsome man with a fighter 's face and mangled ears . Brutal toughness and honor in his features . A powerful physical presence , possibly dangerous . Francois drips with sweat , wears running clothes . Whatever he does , he is strong , fit and driven .MRS. PIENAAR -LRB- late 40 's -RRB- enters holding some kind of PROTEIN SHAKE for Pienaar .

I feel sorry for you, son. You've got your whole life ahead of you. What's it going to be like now?

I added vitamins - there's a horrible flu bug going around. Tell Nerine when you get home.

I'm telling you, Francois - look at Angola, look at Mozambique. Look at Zimbabwe. We're next. They're going to take our jobs and drive us into the sea. Just you wait.

In related news, it was announced that President Mandela will be visiting South Africa this week.

Give me the houses and cars they give him and I'll donate a third of my salary too.

The President of SA Rugby? Count your fingers after he shakes your hand.

Concentrate, dammit! Focus! We can beat these guys if we play our game, not theirs!

Drink it. Remember it. And promise yourself never to taste it again.

He's had dinner with the Queen. With Presidents and movie stars. All I do is play rugby. What if I pull something stupid in front of him?

The truth is, sir, you never play at a hundred percent, no matter what.

On the day of a big match, say a test, in the bus on the way to the stadium, nobody talks.

When I think we're ready, I have the bus driver put on a song I've chosen ; a theme song. One we all know. We listen together and. it helps.

Whether we like it or not, we're more than just a rugby team. We're. we're ambassadors inside our own country. And we might as well get used to it.

No. The first rule of rugby is you can only pass the ball backwards or sideways.

He's injured, sir. His hamstring. We're trying to keep it quiet.

I'm thinking about how you spend 30 years in a tiny cell, but come out ready to forgive the people who put you there.

We did n't have the support of 63,000 South Africans today. We had the support of 42 million South Africans.

Magnificent , sweeping government buildings made of carved African field stone , with an Italian tiled roof , situated on a hill overlooking Pretoria . The seat of power . Today , the entrance is mobbed with a huge , joyous , multi - racial throng , plus news crews from all over the world . Lots of new South African flags evident . We move through the throng and swoop up into the air , so that we can soar along the outside of the building and LOOK THROUGH THE WINDOWS into the offices of state - - where people who worked for the De Klerk regime are packing up , in anticipation of being booted out by the Mandela regime . These characters run the gamut from little old Afrikaner tea ladies in tears , to the stoic fossils of grand apartheid . They are all white . A good third of the offices are already deserted . The deserted offices have open doors . Through a window , through an open door , we see Mandela and his bodyguards striding down a Union Building hallway . We swoop in through the window -

- and catch up with the new President . Mandela is regal in a magnificent tailored suit . Jason in front , Linga behind . PORTRAITS of the architects and champions of apartheid look down sternly on them as they pass . They pass a WORKER hanging a PORTRAIT OF MANDELA next to one of De Klerk , the previous President . ON LINGA , as he smiles at that . Mandela , on the other hand , looks into the empty offices , and into the offices being packed up . Up ahead , the double doors to the OFFICE OF THE PRESIDENT , are closed . Jason speeds up , opens them , pokes his head in , then opens the doors wide .

Mandela 's offices are fronted by a LARGE RECEPTION AREA , already filled with PEOPLE WAITING TO SEE HIM . To one side are his CHIEF OF STAFF 'S SUITE of offices , to the other side , the SMALL PRESIDENTIAL SECURITY OFFICE . Beyond these are MANDELA 'S SECRETARIES , TYPISTS AND ASSISTANTS - his gatekeepers . Beyond that is the inner sanctum , MANDELA 'S OWN OFFICE . The phones are ringing off the hook . Fax machines are chattering . Everyone wants a piece of Mandela . Mandela enters , Jason and Linga behind him .BARBARA MASEKELA , Mandela 's CHIEF OF STAFF -LRB- and now Ambassador to the U.S. -RRB- , emerges from her office , carrying an arm load of files , folders and papers -- accompanies Mandela back towards his office .Barbara waits outside Mandela 's office , as he enters ahead of her .

Thank you, Madiba. We need to talk about your cabinet appointments and ministers.

Along with the apartheid anthem. I know. But it's time people moved on.

I strongly advise against doing this. Especially on your own. It. it gives the impression of autocratic leadership.

Madiba. the people want this. They hate the Springboks. They do n't want to be represented by a team they cheered against all their lives.

You're risking your political capital. You're risking your future as our leader.

I'm sorry, Madiba, but we've got problems everywhere we look. Housing, food, jobs, crime, our currency. You ca n't keep interrupting affairs of state to placate a minority.

The Cabinet Ministers are here to brief you on the trip to Taiwan.

No. Not yet. I'll threaten him with hospital if he does n't behave.

Mandela stands in the middle of his office , takes a moment to savor where he is . Then , he takes off his jacket , hangs it up and is ready for work .Barbara enters .

What 's left of the UNION BUILDING STAFF are packed into the DINING ROOM . White faces , bitter and resentful . Waiting to be fired . Through the glass doors , THEY SEE MANDELA APPROACHING DOWN THE HALLWAY , Linga and Jason with him .They stand up straight , determined to receive the ax with pride .

Linga and Jason amp up when they see the room full of restless Afrikaners . At the STAFF DINING ROOM DOOR , Mandela turns to them .Mandela opens the doors and enters . Jason and Linga stay outside . just .

Mandela enters , smiles - gets not one smile in return .This gets a few bitter chuckles . Mandela is at this best just talking to people , like this . Only , he does n't just talk to them , he wades in amongst them , shaking hands and making individual contact as he speaks to all of them .Mandela is a continual security nightmare . You can see the tension on Jason and Linga 's faces as he disappears into the throng . When Mandela reaches the middle of the room , he stops shaking hands , and turns slowly as he talks to everybody .One black man , surrounded by a throng of serious white faces .He can be tough and blunt , when necessary .This is not what they expected to hear .Mandela pauses , to look at the faces . They are receptive .Jason and Linga are right outside the glass doors , looking in and listening . Jason shakes his head .

Mandela heads back through to his office , Barbara , Mary and other assistants forming a phalanx around him . Linga peels off , goes into the security office . Jason stands at the desk of one of the assistants -LRB- JESSIE -RRB- , waits for her to finish a call , then :Jason grins .Jessie 's phone rings .Jessie waves Jason off . He crosses to the security office , enters .

Once he closes the door behind him , Jason shows his fatigue . Linga is feet - up on the sofa , sucking on a cup of coffee . Three more bodyguards - SAM , KWEZI and WINSTON - slump in chairs . Jason grabs coffee , sits at his desk , puts his feet up with a groan .A knock at the door .The door opens - but what enters is not beautiful . FOUR BIG WHITE COPS in suits enter , Special Branch written all over them . ETIENNE VAN ECK , HENDRICK BOOYENS , GEORGE and WILLEM . The bodyguards stand up like junk yard dogs protecting their territory .Etienne snaps out a crisp salute .Hendrick , George and Willem snap out salutes . Their military deportment contrasts strongly with the less rigid body language of the black bodyguards .Jason takes the orders , studies them , face increasingly angry .Hendrick nods , sternly . Linga , Sam , Kwezi and Winston react to that - there is a long and brutal history between them and the Special Branch .Jason does a double - take when he sees the signature on the orders : NELSON R. MANDELA .Jason storms out , holding the orders . The four black bodyguards seethe with hostility . The four white bodyguards stare straight ahead , refusing to give ground .

We're the Presidential bodyguard. We've been assigned to this office.

Well, you know what they say about soccer - it's gentleman's game played by hooligans. One the other hand, rugby is a hooligan's game played by -

Mandela and Barbara look over a position paper on something or other . When Jason knocks and enters , they pause .

Linga , Sam , Winston and Kwezi stare down Etienne , Hendrick , George and Willem .

Mandela stares at Jason in an entirely different way - with wisdom , compassion and sympathy .Mandela lets that sink in for a moment . He knows he asks for something very difficult , but he demands it of himself to an even greater degree .Jason exhales . He is n't remotely ready to forgive .Jason turns , leaves . Barbara shakes her head at Mandela .

As Jason - very upset - walks back to security , Jessie holds out a file for him .Jason snatches the file , keeps walking .When he reaches the security office door , Jason walks right past , keeps going , has to make a full loop of the reception area , just to get himself together . Even so , when he gets back to the security office door , Jason pauses , gathers himself to do something that he knows he 's going to hate .

Things have n't eased up one little bit inside the office . The silence is deafening . Jason enters , looks them all over . His face is grim .Jason flashes a look at Linga , then - and this hurts him , visibly - he holds out one of MANDELA 'S SCHEDULES to Etienne .Linga and the others are shocked .Linga virtually pulls Jason out of the office .

Just outside the Security Office door , so they keep their voices low .Not okay for Linga , judging by the expression on his face .

When Jason and Linga enter , Etienne looks up from Mandela 's schedule .The new bodyguards share a look . They 're not comfortable with `` Madiba '' .Jason lifts the schedule .Still upset and hostile , the black bodyguards look over Jason 's shoulder , the white bodyguards look over Etienne 's , at the month 's schedule . Apartheid is by no means dead in this cramped little office . Both teams study and discuss the schedule - -LRB- shop talk tbd USE THIS TO GIVE US A QUICK GLIMPSE OF A DAY/WEEK/MONTH IN THE LIFE OF M. -RRB- Etienne shakes his head .Jason recoils at something he sees on the last page of the schedule .OVER , THE UNMISTAKABLE SOUND OF PRE - GAME NOISE AT A MAJOR SPORTING EVENT .

It's going to be a headache for the Lions, that's for sure. We're going to donder them.

When I worked for the previous President, it was my job to be invisible.

This President. he found out I like English toffee and brought me some back, from his visit to the Queen.

A huge , raucous crowd , almost entirely white and male . Many wearing the Springbok green and gold . Widespread evidence of drinking . Lots of OLD SOUTH AFRICAN FLAGS - the blue , white and orange apartheid flag - make a defiant statement against the NEW SOUTH AFRICAN FLAGS ringing the stadium . On the field , THE RUGBY TEAMS ASSEMBLE and face each other in two lines . The BRITISH LIONS in their white on white with black and red trim , the SPRINGBOKS in their green and gold . Like their supporters , the Springboks are all white , but for one man , who is `` colored '' -LRB- mixed race -RRB- . Big , tough , brutal - looking men . Scary . -LRB- We may or may not notice Francois Pienaar , standing at the head of the line of Springboks . -RRB-

At the entrance of the tunnel onto the field , LOTS OF COPS in blue South African Police uniforms . Behind the line of cops , in the tunnel , we find JASON AND ALL THE OTHER BODYGUARDS but for Linga . They are keyed - up , intense - none more so than Jason .They nod . They are like the players at game time , only the stakes are much higher . Jason looks deeper into the tunnel , straightens up .Mandela strides down the tunnel towards them , wearing a dark suit . Big crowds energize him . His eyes are alive with excitement . One pace behind him , like a huge , dark shadow , comes Linga . Mandela gives Jason a look , Jason nods . We follow Mandela and the bodyguards out of the tunnel -

- onto the field , towards the waiting teams . The crowd rise to their feet . Lots of them jeer Mandela , lots cheer . All the old South African flags are waved at him defiantly - plus some new ones . Mandela waves to them all , smiling proudly . To him , a crowd is an opportunity to make new friends . But he stays in the center of the field . Jason and crew are hyper - alert , a human fence around Mandela . Mandela reaches the rugby players . Waiting for him at the head of the Springbok line , wearing the NUMBER 6 JERSEY and captain 's armband , is FRANCOIS PIENAAR . Now we know what he does . Mandela extends his hand .Mandela shakes hands down the line of Springboks , then returns , shaking hands with the British Lions . Quick , perfunctory handshakes . As Mandela does this , we take BODYGUARD POV SNAPSHOTS of the crowd , increasingly keyed - up and restless . Time to play rugby . Mandela finishes , waves to the crowd , and begins the walk along the center of the field , back to the tunnel . Crowd noise increases . They know the opening whistle is about to blow . Then , Mandela sees something in the crowd , at field level . MANDELA 'S POV : A GROUP OF ROUGH - LOOKING WHITE MEN WAVE THE NEW SOUTH AFRICAN FLAG AT HIM . WITHOUT WARNING , MANDELA CHANGES DIRECTION , heads towards this group , towards a wall of his former - and perhaps current - enemies . ON JASON : shit !With his bodyguards scrambling to stay in position , Mandela reaches the stands , hand outstretched , leans into the crowd .Some shake his hand , some - very pointedly - do not . The crowd noise takes on an ugly undertone - Mandela is delaying the rugby . Mandela is undeterred . He 's into this one - on - one outreach . He turns , looks for more hands to shake - - and Jason steps in between Mandela and the crowd .Mandela gives one last wave , turns away . As he does , SOMEONE WINDS UP AND THROWS SOMETHING from the stands . Jason and Etienne catch the movement , whirl , too late . AN ORANGE WHIZZES PAST MANDELA 'S HEAD , explodes juicily on the field . Mandela did n't see it , does n't react . If anything , his smile widens as he heads across the field . The bodyguards close around him protectively , get him back to the tunnel .

Jason signals for extra bodyguards to escort Mandela all the way up to his box . Hendrick , the biggest , leads the way . Jason stays in the tunnel , along with Etienne . Both men are in a muck sweat , adrenaline coursing through them .

Two international front rows come together with bone - crunching force . Huge , violent men grunt like bulls . The crowd roar vibrates the stadium . The scrum - a phalanx of eight men locked together against eight - wheels , buckles , then steadies under the watchful eye of the referee . Fanning out behind each scrum are the backs - faster , more glamorous players who will run with the ball , or kick it . The Lions scrumhalf thrusts the ball into the maw of the scrum , the huge men lock up against each other with maximum force . The ball comes out the back of the Lions ' scrum , the scrumhalf dive - passes it away to the backs , who flick it out laterally to the wing , with lightning speed . The wing lofts a delicate kick just over the onrushing Springbok defenders . The Lions charge the ball , which bounces erratically - - right into the hands of the man who kicked it . One last burst of speed , one quick juke to avoid a desperation tackle , and the wing scores in the corner . As the Lions kicker gets ready to convert the try , we find the Springboks huddling under their goal posts , hands on their hips , stunned . At the center of the huddle Pienaar bleeds behind his gum guard as , furiously , he tries to inject some fire into his team .ON PIENAAR , as he realizes he is not getting through . There is dullness , shock in his player 's eyes - - which all lift to the heavens as the CONVERSION KICK SOARS through the uprights . We FOLLOW THE KICK as it drops past a GIANT SCOREBOARD . STAY ON THE SCOREBOARD as it registers the conversion and shows the score : LIONS - 10 SPRINGBOKS - 0

In the VIP box , Mandela turns his back on the field as the game restarts beneath him and continues in the background . He has BINOCULARS around his neck .Barbara sits to his right , with her ever - present files and folders .Mary pours tea at the back of the box . Linga stands two steps behind Mandela . On Mandela 's left , sits the PRESIDENT OF SOUTH AFRICAN RUGBY , a small man with a small man 's ruthlessness and drive .Mandela 's expression shows that he has a gentleman 's distaste for profanity . He turns to Barbara .Barbara makes notes . Mandela lifts his BINOCULARS , but instead of looking at the rugby , he looks at the crowd . MANDELA 'S POV THROUGH BINOCULARS - Mandela zeroes in on an OLD SOUTH AFRICAN FLAG - the apartheid flag . It is being held by the FOUR KHAKI - CLAD BOERS -LRB- FARMERS -RRB- . Classic South African figures from the rural far north , they are already drunk and suicidally depressed by the turn of events on the field .Mandela lowers his binoculars .Mandela grunts , raises his binoculars again . MANDELA 'S POV THROUGH BINOCULARS - Mandela finds a SMALL KNOT OF BLACK SPECTATORS , holding the NEW SOUTH AFRICAN FLAG and cheering ecstatically .Mandela lowers the binoculars .ON MANDELA as he thinks about this for a moment , then lifts his binoculars to look at the crowd again . MANDELA 'S POV THROUGH BINOCULARS - on the knot of black spectators , who leap to their feet , reacting to ACTION ON THE

Mr. President - I would n't get my hopes up. We're a damn disgrace.

Afternoon men. It's good to see you working so hard. I have a short announcement.

As part of the PR buildup to the World Cup, you will be conducting coaching clinics in townships all over the country.

I know you have plenty on your plates already - but this is a request that comes from the top.

- where the Lions score yet another try . This is an ass - whipping . The conversion sails over the ` boks heads . The scoreboard clicks over to : LIONS - 20 SPRINGBOKS - O

Mandela lowers his binoculars , sets them aside , shakes his head . He knows it 's hopeless now . He turns to the Rugby President .The Rugby President ca n't take it . He stands .He stomps out of the box , no doubt looking for someone to fire . Mandela gets back to work .There is a knock at the luxury box door . Linga swings to face the door , alert , as a UNIFORMED DOORMAN opens it . The MINISTER OF SPORT -LRB- Steve Tshwete -RRB- , enters .He sits down in the empty chair to the right of Mandela .The Minister of Sport checks the score , winces .Mandela shoots him a sharp look .The Minister of Sport shoots a glance at Mandela , to see his reaction to all this . Mandela is deep in thought and completely unreadable .

I've just been at a meeting of the National Sports Council executive. There's strong support to drop the Springbok emblem and colors altogether.

If they're playing badly, maybe its a good time to make a change.

This could be the last time we have to look at the green and gold.

The World Cup is played every four years. Sixteen teams qualify from around the world.

Four pools of four teams each, playing in nine different venues around the country. Two teams will advance from each pool to the quarter finals.

Australia won the previous World Cup. New Zealand won the one They're both clear favorites to reach the finals this time.

According to the experts, we'll reach the quarter finals, and no further.

You make a personal appearance at the finals, and at the opening match between the Springboks and Australia.

The finals will be broadcast to over a billion people around the world, live.

Everyone thinks they'll beat us. And if they do, we'll have to go through England and the All Blacks just to get to the Final.

They beat Scotland 48 to 30 in the quarter finals. You saw the match with England.

If opposing teams play them straight up, Jonah Lomu runs wild. If they focus on Lomu, that leaves others free.

My sources tell me that half of the All Black matches are won before the first whistle, because of it.

Madiba, we've already exceeded all expectations. On and off the field.

One last , bloody , violent bit of play - then , mercifully , the final whistle blows . Final score : LIONS - 32 SPRINGBOKS - 15 . The Lions celebrate . The Springboks head off the field , heads down , shoulders bowed in defeat - none more bitterly disappointed or bloodier than Francois Pienaar . In the stands , the unheard of happens - the Springboks are booed by their own fans . Not by everybody , but by enough . We STAY WITH THE ` BOKS as they trudge across the field , then clatter along the concrete tunnel to their dressing room .

The atmosphere is absolutely dismal as the men undress and shower . Nobody catches anybody else 's eye . Huge , powerful , pale bodies have been ploughed purple with rake marks , bruises and roasties . Plus , one dark body - that of CHESTER WILLIAMS , a skilled wing from the Cape , a reserved and private man . Pienaar takes off his green and gold jersey , sits , begins taking off his cleats . His body hurts . He has been raked , scratched , bruised , and his ankle is swollen . A noble warrior , defeated .

Francois Pienaar's team came to Loftus Versfeld stadium this afternoon, unprepared and arrogant.

They left 80 minutes later with their tails between their legs, like whipped mongrels.

And I, for one, am glad. Not because we lost, but because there's now no way to disguise the fact that we are completely and utterly unprepared to reenter the world of top - notch international rugby.

The Rugby World Cup is now less than a year away, and I, for one, am relieved that we are the host nation, and therefore qualify automatically for the tournament. Because I'm not sure we would get in on merit alone.

Pienaar's team played without discipline, without strategy and without courage.

They brought shame upon our nation, and I, for one, can say without fear of contradiction, that today, these fifteen so - called men did not deserve to wear the hallowed green and gold.

This is Boland Botha coming to you live from Cape Town airport -

The green and gold have one week to put the finishing touches to their gruelling training program -

- this team has been over - trained on the field, and over - committed off it.

Which makes beating a powerhouse Australian side in the Cup opener next week a tall order, especially since this is an inexperienced team with a history of coming up short in big matches. This is Boland BOTHA -

Now, it's been said that you used to support any team who played against the Springboks.

We're at Ellis Park on this historic day, where, even this early, crowd excitement is at fever PITCH -

- because their beloved green and gold have somehow managed to exceed all expectations.

But now they come up against a team that is unlike any other they have played.

These All Blacks are possibly one of the greatest international sides ever, with a player in Jonah Lomu who is as dominant as any this correspondent has ever seen.

To lose to them is no disgrace. To lose to them in the finals is, in fact, an honor.

I say this with absolutely no negativity. I simply want to save people from the heartbreak of unrealistic expectations.

So, take a reality check, sit back and share an afternoon with one billion fellow fans around the world. And as you do, feel a special pride in having made it this far. This is Boland Botha, signing off and sitting back at Ellis Park.

great game, but I do n't think you could've done it without the amazing support of these 63,000 South Africans -

Meet BOLAND BOTHA as he tapes his commentary on the test match . He is an ex - Springbok player from the boycott years , now turned ponderous , florid rugby commentator . He is a household name , and the last word on the state of the Springboks .Boland defines the South African talent for pessimism and negativity .

The Rugby President sucks on a rum and coke , watches Boland with one of his HENCHMEN .

No after - match party this night . Still depressed by the loss , Pienaar stays home with this fiancee NERINE .

He's just bitter because the Springboks were boycotted when he played.

Ag, come on Francois. It's like talking to a bloody brick wall. What did he want?

Wearing pyjamas , dressing gown and slippers , Mandela multi - tasks , watching Boland Botha and going through a pile of correspondence , scribbling notes or signing his name .ON MANDELA : a thought , an idea - a big one - is churning in his head . He grunts , turns off the TV , puts the correspondence aside , stands . Mary enters with a glass of milk and some pills , on a tray .Mandela takes his pills .Mandela pauses , between pills .Mandela nods , has a hard time swallowing his last pill .Mandela smiles at her , but as soon as he is past her , the smile fades . As he climbs the stairs to his bedroom , his face becomes sadder and older and lonelier . IN HIS BEDROOM , Mandela pauses to take off his dressing gown . He looks at his bed . It is as smooth and as blank as a sheet of paper . He peels back the bedclothes at one corner , slides under them and pauses for a moment while reaching for the light switch . He switches off the light and lies down , still and straight . The most popular man in the world starts and ends each day alone .

A very poor township outside Johannesburg . A stark reminder of how much work Mandela has ahead of him . A STAMPEDE OF KIDS runs by . We FOLLOW THE KIDS and find a SMALL , BEAT - UP CHURCH . A noisy LINE OF THREADBARE KIDS leads from outside into the church . There is a pecking order in the line , based on size .

You're a very lucky boy. It's a real Springbok practise jersey! It's a bit big, but it's warm and it'll last for ever!

At a table near the altar , the kids rummage through bags of second - hand clothes under the watchful eye of MRS. COLEMAN , a stout and charitable woman . Next to her , MRS. DLAMINI hands out a lollipop and says -- to each kid . The clothes and lollipops move fast , rhythm kept by Mrs. Dlamini 's `` God bless yous '' . The last bag of clothes empties fast as the line of kids reduces until there is only ONE SMALL BOY -LRB- SIPHO -RRB- left and only one article of clothing . An old SPRINGBOK RUGBY PRACTISE JERSEY . Green and gold . Sipho could use it . His clothes are more holes than anything else . He looks at the Springbok jersey mournfully .Sipho shakes his head .Sipho turns and leaves . Mrs. Coleman looks at Mrs. Dlamini , completely confused .

No. Because, for them, the Springboks still represent apartheid.

Eersterust is a settlement and conference location just outside Pretoria . Today it is the location of a full membership meeting of the National Sports Council , an ANC organization that is now the governing body of all sports in South Africa . A banner draped across the conference center entrance tells us so : WELCOME NATIONAL SPORTS COUNCIL .

An NSC FIREBRAND has the podium and the microphone .The hall is jammed . Very few white faces .A ripple of anticipation goes through the delegates .That causes a stir . The delegates understand how big this is .Excitement and noise level rises . The NSC Firebrand has to shout through his mike .The NSC firebrand shoots his clenched fist into the air . With a roar , the delegates respond , raising their fists . Unanimous . The Springboks are history . ANOTHER ANGLE , as ONE OF THE OLDER DELEGATES steps outside to make a call .

The NSC executive proposes a full membership vote on the following motion.

that as a prominent symbol of the apartheid era, the colors, emblem and name of the Springboks be eliminated immediately.

and that all sports teams representing South Africa shall be known forthwith as the Proteas.

We will submit this motion to a hand vote. In the event of a close count, we will go to a written ballot.

ALL THOSE IN FAVOR OF ELIMINATING THE SPRINGBOKS, RAISE YOUR HANDS.

brothers, sisters, comrades, we in the executive applaud your diligence and courage.

Brothers, sisters, members of the choir - we would only interrupt such beautiful music for something truly important. In this case, for someone truly important.

At his desk , Mandela puts down his phone . Anger in his eyes . He slams both palms down hard on his desk .

Both bodyguard units -LRB- minus Jason -RRB- are crammed into the small office . The black bodyguards murmur amongst themselves in Xhosa . -LRB- Ad - lib . -RRB- The white bodyguards talk Afrikaans -LRB- ad - lib -RRB- . No talk between the two units , only tension . Tension broken with a crash as JASON SLAMS THE DOOR OPEN .

Grey BMW , armored grey Mercedes , grey BMW in a line at the entrance . Jason , Kwezi , Winston and Sam scramble out of the building and dive into the lead BMW . Etienne , Hendrick , George and Willem dive into the trailer .

Brusque , scowling , Mandela marches towards the exit , shadowed by Linga , flanked by Barbara .Mandela heads out to the cars . Barbara has no choice but to follow .

Ever the gentleman , Mandela ushers Barbara into the Mercedes . As she gets in :

Mandela gets in , closes the door .Mandela leans forward to talk to Linga .Linga murmurs into his radio . The convoy pulls out , very fast . Barbara makes one last plea .Mandela looks out the window , says nothing , angry .

The NSC Firebrand and the executive applaud the members . The applause spreads until the hall rocks . They are all very pleased with themselves .

Mandela 's convoy roars in . Mandela is the first one out , Linga next . Jason and crew scramble to cover the immediate area . Kwezi opens the door for Barbara on the other side . Mandela strides over to Jason , says something to him . Jason looks surprised , turns to Hendrick . Linga 's customary scowl intensifies .

As the applause finally begins to diminish , the NSC Firebrand turns and nods to a CHURCH CHOIR DIRECTOR , off to the side . The choir director brings his CHOIR onto the stage .Anyone not standing , stands . The choir director raises his hands . The choir inhales . Go .But before the first line is fully sung , an ASSISTANT rushes out , whispers urgently into the NSC Firebrand 's ear . The Firebrand 's eyes bug out in surprise . He crosses to the Choir Director , says something quickly . The Choir Director stops the choir in mid - chorus . Consternation everywhere . What 's going on ?The place goes berserk as Mandela enters , with Linga at his back , and - surprise , surprise - Hendrick Booyens leading the way . Face stern and unsmiling , Mandela walks the length of the hall towards the podium . The delegates press in towards them . ANOTHER ANGLE - Jason coordinates security inside and out . Lifts his radio to his mouth .ON HENDRICK , as his standard bad bastard scowl suddenly becomes a smile - which scares the throng more than the scowl did . ON LINGA , the same . ANOTHER ANGLE - Barbara enters at the back of the hall , accompanied by Kwezi . Mandela reaches the podium , turns looks out over the crowd , face thunderous . When they see his anger , the crowd quietens down quickly .He lectures them like a headmaster . They do n't like it .Instant and complete silence in the hall . This is utterly unpopular . Shocked faces , especially from the executive and the NSC firebrand . ON BARBARA , as she sees her worst political nightmare playing out in front of her .Murmurs of disapproval and disagreement begin to rise . Mandela 's going to have to row upstream on this one .For the first time , Mandela says something the crowd likes .Just as quickly , Mandela loses them again .The grumbling and disagreement becomes noticeably louder .ON HENDRICK , totally engrossed in his job , eyes sweeping across the crowd , feeling the tension .The crowd is growing more restless and rebellious by the moment . LINGA is as alert as Hendrick , tuned in to the jumpy vibe .It 's almost as if he 's daring them to go against him .The murmuring becomes a dull roar of argument and disagreement . ON BARBARA as she closes her eyes and lowers her head : this is a fiasco .

As delegates spill out of the conference hall , Mandela 's convoy leaves as fast as it arrived . It almost looks as if they 're fleeing .

Silence . Mandela looks exhausted , almost gaunt . Facing his own people like that took it out of him . Barbara stares out the window , chewing her lip , totally stressed out . Linga heaves a great sigh , exhales a truckload of stress .

Similar silence from Etienne and crew . It seems like the silence of defeat .

Barbara snorts disagreement . She is angry at her boss .Life and energy , flood back into Mandela . He sits up against his seat belt , faces his Chief of Staff .ON LINGA , in the front seat . He 's not supposed to listen - but how could he not ?

The sound of cleats approaching on concrete . Exhausted footsteps . The DRESSING ROOM ATTENDANT PUTS CASES OF BEER -LRB- cans -RRB- on a side table , rips them open , backs away - - as the Springboks enter silently , faces miserable , shoulders slumped . They 've lost another game . One of the players grabs a beer , opens it , takes a gigantic- hurls the beer against the wall so hard it ruptures , sending foaming beer everywhere . ON PIENAAR as his eyes flash and he shoots to his feet .Pienaar picks up a case of beers , goes to the angry Springbok .This is an order . The entire team takes a beer , including Pienaar .Pienaar cracks his beer , raises it up . They all crack and raise their beers .That bewilders his team .Pienaar takes one long swig -- tosses his beer against the wall , so that it ruptures . Eighteen other beers rupture against the wall . The dressing room is awash with beer and foam - and re - kindled passion . As with Mandela , Pienaar is a leader , on a smaller scale .

Both units crammed into the small office . As usual , neither team talks to the other . Jason enters with two files .Jason and the boys look over one , Etienne and his unit look over the other - and discuss it amongst themselves in Afrikaans . Hendrick says something pointed , which resonates with the others .

Mandela addresses the General Assembly , thanking them for their support in the fight against apartheid .Linga and Hendrick are his closest bodyguards .

Mandela addresses diplomats , members of Congress , black leaders at a made - for - TV ceremony on the South Lawn .Linga , Jason , Etienne and Hendrick are in on this one - a little island of South Africans in a sea of U.S. SECRET SERVICE PROTECTION .

We are in a COURTYARD behind the palace . Drawn by four white horses , A ROYAL CARRIAGE -LRB- an open carriage -RRB- pulls up , stops . The courtyard quickly fills with liveried footmen , then security guards . QUEEN ELISABETH and Mandela emerge from the palace . Footmen open doors on both sides of the carriage . The Queen and Mandela climb in -LRB- the Queen on the right hand side -RRB- . When they sit down next to each other , Mandela leans over and says something to the Queen that makes her giggle . almost . For Queens do not giggle . The carriage pulls forward and these two human icons sit up straight , as they get set to face the world .

ON TV : footage of Mandela with the Queen , riding down the mall waving to ecstatic crowds .Mr. Pienaar MUTES THE TV , so that he can deliver the latest one - liner to Mrs. Pienaar .Mrs. Pienaar laughs . IN THE BACKGROUND , in the kitchen , a plump , middle - aged Tswana woman washes the dishes and keeps an eye on the TV . This is EUNICE , the Pienaar 's maid . She does not find Mr. Pienaar 's joke amusing .

The PRESIDENT 'S JET taxis towards the familiar BMW , Mercedes , BMW convoy . Mandela disembarks , very slowly . He is exhausted , his feet are swollen , his knee hurts . This is a very different man than the one we have just seen wooing the world . He is met at the bottom of the stairs by Hendrick .Mandela just nods . Too tired to talk . Hendrick escorts Mandela to the Mercedes , opens the door for him . Mandela takes a step towards the open door - and staggers . Reflexively , Hendrick reaches out , steadies him .Mandela steps out of Hendrick 's hands , holds onto the open door .Mandela reaches into his jacket , pulls a SMALL PACKAGE out , hands it to Hendrick .Mandela slides into the car . Once the door is closed , Hendrick glances at the package . We do n't see it . It is too dark . But we do see that Hendrick is amazed by it .

Hendrick is being driven home through the Highveld night . He chews on something really sticky , chewy . He pauses to dislodge some of it from a tooth , before it pulls out a filling . Then , he resumes chewing .

On the bedside table , THE CLOCK clicks from 4:59 to 5:00 . Mandela 's eyes open in the dark . close for a second . then shoot open again . It takes everything Mandela has to sit up and switch on the light .

The bodyguards ' BMW 's flank the gate . As the gate opens - - Linga gets out of one BMW , Hendrick gets out of the other . They are alert . It is freezing cold . Bundled up against the cold , Mandela emerges through the gate and they close in on him . It is clear that he is pushing himself , physically .They keep moving . It is too cold for anything else .Mandela 's smile becomes fixed on his face .Then , he stops , turns , heads back towards the house .Hendrick realizes that he blundered , somehow . He shoots an anxious glance at Linga - who looks at him as if he 'd just committed blasphemy . Mandela goes through the open gate without a word . The gate closes behind him , leaving Linga and Hendrick to watch him through iron bars . Linga turns on Hendrick .Linga heads back to his BMW . Hendrick stands at the gate , looking in at the house .

Mandela shaves , avoiding his own gaze . Shaved , showered and dressed , Mandela descends the stairs , sits down to breakfast by himself at the big table . He looks at the newspaper headlines , which talk about CRIME RISING , THE RAND FALLING , THE MANDELA HONEYMOON OVER etc. etc. . Like any other man , Mandela turns to the SPORTS SECTION for relief - and finally finds something to smile about . ON THE NEWSPAPER : SPRINGBOK COACH AND MANAGER AXED . PIENAAR STAYS ON AS CAPTAIN . There is a PICTURE OF PIENAAR . Mandela reacts to it , pleased .

As a CABINET MINISTER AND HER ENTOURAGE leave , Barbara enters , holding an envelope .Mandela opens the envelope , looks at a check - and grunts .But , Mandela shakes his head , outraged .

Pienaar and Nerine watch the news with MR. AND MRS PIENAAR .IN THE BACKGROUND , once again , Eunice washes the dishes and keeps an eye on the TV .Francois ' cell phone rings .Whatever Pienaar hears on the phone sends him out of the room in a hurry .Nerine is interested in the call that sent Pienaar hurrying out of the room . Mr. Pienaar MUTES THE TV .ON EUNICE , as eyes and ears alive , she finishes in the kitchen . Pienaar comes back , stands in the doorway , a stunned expression on his face .Pienaar does n't answer immediately .Pienaar points at the muted TV .ON THE TV : footage of Mandela with a group of SAUDI PRINCES . Eunice turns and looks at Francois , wide - eyed . The Pienaar family all stare at the TV , stunned .Eunice picks up her handbag , puts on her coat and heads for the door , stops when she reaches Pienaar .All eyes on Pienaar .Pienaar shakes his head - he has no idea .

Mr. Francois - you must tell Madiba that the bus service is very bad, and too expensive. He must please fix it.

Nerine drives . Pienaar wears a blue blazer , grey slacks and subdued tie - and is surprisingly nervous .Nerine stops to let Pienaar out . Gives him a kiss , straightens his hair .

Pienaar climbs out of Nerine 's car . A pretty sizeable KNOT OF JOURNALISTS rush towards him . Pienaar takes a deep breath . He is a bundle of nerves .

Small office packed with big men .Hendrick bolts for the door .Hendrick leaves .Linga shrugs , provocatively indifferent .Not exactly violin music and roses . but they are talking to each other .

Hendrick escorts Pienaar back towards Mandela 's offices . Hendrick is the bigger man .They pause at the office door . Hendrick ponders that question for a moment , then :Hendrick opens the door .Hendrick ushers Pienaar into Mandela 's offices .

Hendrick gestures to the waiting area .Hendrick turns to leave , hesitates , turns back .Hendrick nods solemnly , heads back to security . Pienaar heads straight for the bathroom .

Hendrick enters . Etienne and the other white bodyguards look up .

Pienaar washes his hands , dries them , dries them again , combs his hair , looks at himself in the mirror , adjusts his blazer .

Pienaar returns to the waiting area , sits . There is a clock on the wall . One minute to four . Four Japanese trade officials traipse out , having just met Mandela . The second hand journeys up to vertical . When it hits 4 o'clock exactly - - Mary walks into the waiting area .Pienaar shoots to his feet .Mary leads Pienaar back to Mandela 's own office , knocks , opens the door .Mouth dry , Pienaar nods - - and enters the inner sanctum .

Mandela leaps up from behind his desk , crosses the room to meet Pienaar .They shake hands .Pienaar gulps like a fish out of water .Pienaar relaxes , visibly . This is small talk he can handle . This is Mandela 's gift .They sit in the chairs . A KNOCK at the door , and MRS. BRITS the old Afrikaner tea lady enters , carrying a laden tea tray . Mandela stands again , immediately .Pienaar stands just a beat slower .Eyes twinkling , Mrs. Brits puts the tea tray down on the coffee table in front of them . The finest china , cookies on a plate .Mandela clearly expects Pienaar to shake hands with Mrs. Brits . Pienaar holds out his hand -- gently shakes hers .Mrs. Brits leaves . Mandela does not sit until the door closes behind her . Pienaar only sits after he does . Mandela 's manners would not be out of place in Victorian England .Mandela pours tea for both of them . ON PIENAAR , as , just for a moment , he realizes that here he is , with the President pouring him a cup of tea .Mandela hands Pienaar the tea cup .Both men have big hands . Fine china dwarfed and threatened . In the exact moment that both their hands hold the same saucer , Mandela looks Pienaar in the eye .Mandela lets go and Pienaar takes the tea .Pienaar grins . True .Pienaar is engrossed . This is a master lesson on leadership , from a master .Long pause . Pienaar knows to keep quiet .A beat .Mandela looks into Pienaar 's eyes .Brown African eyes , blue African eyes meet over their cups of tea .Something passes between them . Whatever it is has a profound impact on Pienaar .Cameras click and whirr as MANDELA AND PIENAAR SHAKE HANDS for the press . -LRB- NOTE that there are NO FLASHES . -RRB-

Pienaar walks away from the President 's offices , still processing his meeting with Mandela . He seems a little stunned and mystified . Something profound just happened - but he 's not quite sure what .

When Pienaar steps outside and sees all of Pretoria - all of South Africa - stretching away below him , he pauses . He looks at his country in a new way . A BEEP BEEP from Nerine 's car interrupts his reverie , as she pulls up at the bottom of the stairs .

Nerine drives Pienaar away . Pienaar turns , looks back at the Union Buildings .An unsatisfying answer . Nerine waits for more . But , she is n't going to get it without prying it out of Pienaar .This is the question Pienaar is wrestling with , too . He thinks it over for long enough to drive Nerine crazy .Pienaar turns in his seat , looks at her as realization comes clear in him .

A FRAMED PHOTO OF MANDELA SQUARING OFF AGAINST MUHAMMAD ALI looks down - - on Mandela , who is surrounded by HIS GRANDCHILDREN IN THE LIVING ROOM . Mandela likes the babies . THEIR PARENTS , shoo and shepherd the kids , keeping them on their best behavior - - for the PHOTOGRAPHERS shooting this family gathering . Seeing the photographers makes this feel staged . Mandela looks past the photographers , sees his daughter ZINDZI glancing in from the doorway , and then moving on .Mandela disentangles the babies , stands , leaves . In the DINING ROOM , Zindzi looks down at a BIG FRONT PAGE PHOTO OF MANDELA AND PIENAAR SHAKING HANDS . She is a modern , cosmopolitan young woman . When Mandela enters , Zindzi looks up from the newspaper with a very Mandela - like grunt .Mandela overreacts .Zindzi shakes her head , turns , leaves .Mandela wants to apologize , does n't know how . Instead , he pulls AN ENVELOPE out of his pocket , holds it out .Zindzi looks into the envelope . In it is the BEADED BRACELET , from earlier , from the bathroom .Only children know how to twist the dagger so deftly . Mandela turns away so that his daughter can not see his eyes . A man so at ease with strangers does not know how to talk to his own family .

Okay. I think he looks like one of the policemen who forced us out of our house when you were in jail. I do n't like seeing you shake his hand. And I'm not the only one.

The SAME NEWSPAPER PHOTO of Mandela and Pienaar that Zindzi was looking at - only , this time , someone is cutting it out , very carefully . Eunice . Mr. Pienaar enters to get something from the fridge , sees what Eunice is doing . Eunice stops cutting . Mr. Pienaar looks down at the photo for a long moment . He does n't know how to react to it .Mr. Pienaar leaves . Eunice keeps cutting until the photo can be lifted up . She nods , proud . OVER , A WHISTLE BLOWS , SHARPLY .

On a PRACTISE FIELD at this world - class facility , the SPRINGBOK SQUAD -LRB- about 30 guys -RRB- sprint to the 25 m line , drops , begins 20 explosive push - ups . NOTE , also , that at least half of the players who faced the British Lions earlier are gone . -RRB-

THE MINISTER OF SPORTS BRIEFS MANDELA on the World Cup , with the help of a BIG DIAGRAM ON AN EASEL -LRB- just like a March Madness bracket layout , showing all the teams . -RRB- The Minister looks ragged , exhausted .Mandela studies the diagram . He loves this stuff .-LRB- For the record , the sixteen teams who qualified were : South Africa , New Zealand , Australia , England , Scotland , Ireland , Wales , Canada , Romania , Italy , France , Japan , West Samoa , Argentina , Tonga and Ivory Coast . -RRB-

The Springbok squad leap up after the push - ups , sprint to the 50 m line , drop , begin 20 rapid crunches - - under the critical eye of the new COACH and MANAGER .

The coach blows his whistle .ON PIENAAR , as he leaps to his feet , leads the charge back to the 25 m line .

Hands on their knees , sucking air , retching , the squad has worked their way down the full length of the field .He blows his whistle .The squad ca n't believe their ears . No one moves . Except Pienaar .Staggering more than sprinting , Pienaar heads towards the 25m line .But , they follow him .

Alone in his office , Mandela looks at the World Cup diagram , for a moment , then picks up his phone .

Thirty completely wiped - out athletes . Some are too tired to shower , some have made it that far , but are too tired to change . Pienaar has showered and changed and slumps next to his locker . The SPRINGBOK MANAGER enters , followed by the RUGBY PRESIDENT . Pienaar and the boys drag themselves upright . The Rugby President looks them over as if they were his very own stable of race horses - a stable he 's not entirely sure he likes .The players greet this announcement with complete silence .The Rugby President turns on his heel , and leaves , followed by the Manager . The players say nothing for a long moment , but body language alone shows that they are completely disgusted .The boys are getting angrier by the second .The lock turns to Chester .All eyes on Chester , as if the poor guy is a magic guide to a world they barely understand .The perfect answer for these guys .All eyes on their Captain - who shakes his head , no .Silence . Rebellious silence . Then :Pienaar 's eyes are fierce . He needs them to see how serious he is .It is clear that much of his team disagrees with him .

They expect us to play our best, to give our bloody all, then they add to our bloody workload.

Agh, bugger it, let's just run and pass. Whoever drops the ball does pushups!

Cap. You know I leave my guts on the field for you, and you know I'd follow you into a fight anywhere, any time. But this.

We're going to have to tackle better than the English, that's for sure.

CLOSE - UP ON A TV - horrible , startling images of the OKLAHOMA CITY BOMBING .PULL BACK to reveal that we are in Mandela 's offices . Barbara , Mary , other assistants look on . So do the bodyguards . All faces stunned , appalled . Mandela approaches slowly from his office , drawn in by the horrible , irresistible images . He stands behind his people .Jason and Linga share a pointed look . South Africa is a global leader in white , right - wing fanatics .Then , Jason realizes that Mandela is standing right next to him .Mandela turns to Barbara .Mandela turns to Jason , eyes deep and dark .As Mandela walks back to his office , there is a look of utter sorrow on his face .

The Springbok squad rides in style . Most are wearing tracksuits , most are asleep . Pienaar is awake .

The same township where Sipho rejected the Springbok rugby jersey . At one edge we find what passes for a SOCCER FIELD . Just a littered rectangular expanse of Highveld winter dirt . TV VANS and a very nervous SPRINGBOK MANAGEMENT CREW drive to the edge of the field , stop , get out - - and are immediately mobbed by THREADBARE , EXCITED KIDS , many of them begging for cash and candy . SIPHO in the thick of things . One of the Springbok management crew pulls a ROLLED BANNER on two spiked poles out of their van . Mallet and banner in hand , the management crew head to the edge of the field , mobbed by shouting , whistling township kids . They hammer one pole into the ground , unroll the banner -LRB- seen from the back so that we ca n't read the words -RRB- , get set to hammer the second pole into the ground - - except that there is a SMASHED BEER BOTTLE in the way . Broken glass everywhere . They look at the broken glass , then turn and look across the field . Broken glass glints in the low sun , all over the field .He reaches into his wallet , pulls out a R100 note -LRB- about $ 17 -RRB- , holds it up high . The kids yell for it .Mayhem , as kids sprint out across the field , hunting for glass . Sipho goes for the tiniest , most treacherous shards .

The bus hits a rut in the dirt road with an almighty jolt , which wakes the sleeping Springboks . They look out of the windows and see the absolutely hellish outskirts of the township . Every possible incarnation of poverty , as far as the eye can see . This shocks them . Most of them have never been anywhere like this township .

The driver sounds the horn again , and the kids on the field sprint for the bus , hands and pockets full of broken glass .

As the kids approach the bus , they dump their broken glass under the banner , which reads - ONE TEAM , ONE COUNTRY - brown , green , white , blue shards tinkling and piling up , like lethal jewels , backlit in the low winter sun . One of the big kids gets the R100 . Attention focussed on- until the bus door opens with a loud hiss of hydraulics and the Springboks exit , one by one . Pienaar first , with a huge NET BAG OF PRACTISE BALLS over his shoulder . The Springboks are all so big , so strong , so healthy , they look like gods , or aliens , emerging from a spaceship . The kids go quiet , awed and uncomfortable . Until Chester Williams steps off the bus , and there is a collective sigh of recognition and wonder . Now , the kids can relate to the Springboks . Even Sipho , who looks on from the side of the field . Springbok management notes it . The TV crews note it . Pienaar notes it .Pienaar turns to the throng .A roar . They all do . Pienaar opens the net bag full of rugby balls , gives a ball to Chester .Chester boots the ball out over the crowd , high and incredibly far in the thin winter air . -LRB- 60 yards , easily . -RRB- Pienaar tosses balls to the others .One after another , the Springboks kick the balls high into the air .The kids go after them . Sipho stays on the sideline . BEGIN RUGBY CLINIC MONTAGE Barely controlled chaos . Each Springbok works with one ball and a group of kids . There are THREE THEMES to this montage . FIRST , a primer on the basic rules of rugby , with demonstrations .Laughter . A good ice - breaker .Pienaar demonstrates . -LRB- NOTE : All the rules are demonstrated . -RRB-SECOND , as the players work with the kids , they get into it . Much to their own surprise , they enjoy the energy , they enjoy the kids , they enjoy the giving . Even the grumpiest , most conservative Springbok .One huge man scrums against a horde of kids . He pushes them backwards with a roar - then lets them push him backwards . They love it , the cameras love it . THE THIRD THEME shows the emergence of Chester Williams as the face of the Springboks . The crowd of kids around him is twice as big as any other player 's crew . Given Chester 's basically shy nature , he finds it all a bit overwhelming . The TV cameras follow him even more closely than they follow Pienaar . AT ONE POINT , an errant pass puts a rugby ball right at Sipho 's feet . He hesitates , then picks it up . He does n't just hold it , he feels it . END THE MONTAGE as the luxury bus pulls away , surrounded by a horde of cheering kids , many of whom hold new rugby balls under their arms . One blast on the horn , one answering cheer from the kids and the bus slowly accelerates away .

- If you drop the ball, or pass it forwards, you scrum for possession. - This is a scrum. - You kick forwards. If you kick it out of bounds, you throw it back in to a lineout. - This is a lineout. - You score in four ways : a try, when you dot the ball down behind the try line. That's five points. - Another two points when you convert the try by kicking the ball through the uprights. - Three points for a penalty kick. - Three points for a drop kick. - Have you got all that?

A cabinet meeting in the rainbow nation , with Mandela at the head of the table . The MINISTER OF THE ENVIRONMENT is making a presentation about a campaign to put an end to littering by plastic bags . Behind him is a VERY DRAMATIC SLIDE IMAGE of a rural barbed wire fence festooned with wind - blown plastic bags .Mary enters quietly , slips a piece of paper in front of Mandela , who reads it , holds up his hand .Mandela nods to Mary , who switches on a big TV on the wall - which shows NEWS FOOTAGE OF THE COACHING CLINIC in the township . When we see the FOOTAGE OF THE LOCK SCRUMMING WITH THE KIDS , Mandela laughs , delighted , turns to his cabinet .

- and in addition to the nationwide PR campaign, we propose that all retail outlets charge a nominal fee for plastic bags -

Mr. and Mrs. Pienaar watch the same report ON TV . Mr. Pienaar has quite a different reaction to Mandela 's .

ESTABLISHING SHOT from the air of Cape Town , one of the most beautiful cities in the world . We see the Cape Peninsula , the harbor , the city itself draped around the shoulders of Table Mountain like a multi - colored Mediterranean shawl . On its descent towards Cape Town airport , a SOUTH AFRICAN AIRWAYS JET flies across the view with the smiling face of Chester Williams painted on the fuselage .

From a position near an IDLING LUXURY BUS , Boland speaks into his mike .ON THE APRON , the team disembarks . The boys are dressed in Springbok blazers , slacks and ties . A magnificent sight . Gladiators in top shape , faces appropriately stern .

People - white people - clap and cheer as the team enters the building .The team feeds on the energy . They walk taller , faster , closer together .

ON BOLAND BOTHA , next to the bus .Behind Boland , the Springboks get into the bus , fast .

A beautiful Cape Dutch style mansion . Mandela stands in his HOME OFFICE , watches Boland on TV . The MINISTER OF SPORTS is with him .Mandela switches off the TV .The Minister leaves . Alone in his office , Mandela sits , thinks , gets a sheet of paper with his PERSONAL LETTERHEAD on it , uncaps his fountain pen . OVER MANDELA 'S SHOULDER , we see him write , and then underline , the title INVICTUS by W.E. Henley . BARBARA KNOCKS , pokes her head in .From memory , Mandela writes the first line of the poem : Out of the night that covers me .

The luxury bus comes around a bend in a leafy suburb of Cape Town , right under the flanks of Table Mountain . Ahead , we see NEWLANDS STADIUM , home of the World Cup opener between the Springboks and Australia . A magnificent old stadium in a beautiful setting .

All eyes on the stadium as the bus idles past , very slowly . This is a coach move .Excited faces become grave , serious . The bus goes quiet . Coach nods to himself , pleased .

The bus pulls away . WE STAY AT NEWLANDS STADIUM - and SWOOP UPWARDS until we are looking down on the stadium and surrounding streets . This AERIAL SHOT BECOMES A BIG MAP -

- pinned to a board in the security center .Jason leads the meeting . He uses an old - fashioned pointer . All of Mandela 's security detail present , plus LOCAL COP BRASS .The locals stir , share a look . This is going to be a nightmare .Not an option the cops favor , judging by their faces .

The silver Mercedes tools into Cape Town past Groote Schuur . Mandela travels with Barbara , who opens her first file of the journey - but is forestalled by her boss .Mandela hands Barbara a folded SPORTS SECTION .Barbara unfolds the sports section - - to reveal COLOR PHOTOGRAPHS OF THE SPRINGBOK SQUAD . A collector 's pull - out . Barbara looks at the photos , shakes her head .Mandela just smiles at that remark .Barbara gives her boss a put - upon look - this is such a waste of time ! - but blocks out the first row of names . Mandela points at the first photo .

The entire Springbok squad has been on a training run through Cape Town , on ordinary streets , through ordinary people . -LRB- This is unthinkable in top - level sports anywhere else . It really happened . -RRB- When they are recognized , drivers toot their horns , pedestrians cheer , kids on bicycles ride with them -LRB- mostly still white -RRB- . As they approach the hotel grounds , Pienaar surges to the front , so that he can give them a message as they pass through the hotel gate .

Normally a conference room , now equipped with fridge , pool table , ping pong , sofas , TV etc. . The entire team has assembled , minus Pienaar . A quiet air . Serious , relaxed . Pienaar enters , holding a sheaf of XEROXED PAGES , begins to hand them out .The players look down at the pages . ON A PAGE : the words to Nkosi Sikelel ' iAfrika , in Xhosa . One by one , the players look from the page to Pienaar .But he 's talking to a deeply conservative group of guys .The hooker crumples the page , is about to throw it away .One look at his men , and Pienaar knows he has hit a wall .The players are relieved . Pienaar looks down at the sheet of paper for a moment , then looks up at the guys .Nonetheless , most of the players crumple the pages , toss them into the closest trash can .

Mandela appears with Boland Botha on his show , under a ONE TEAM , ONE NATION banner .Boland laughs . BEGIN BOLAND BOTHA/MANDELA INTERVIEW SEQUENCE SHOTS OF BOOZE BEING DELIVERED to people 's houses all over the country by BOTTLE STORE DELIVERY VANS -LRB- a very South African alcoholic enabling service -RRB- . Lots and lots of booze .THE SPRINGBOKS TRAIN on an isolated field at the SILVERMINE ARMY BASE outside Cape Town . Tactics and refinements , not fitness training .JASON , ETIENNE , LINGA and HENDRICK stand anxiously outside Newlands Stadium . One of them points to the top of a tall building nearby - a Eureka ! moment , for reasons we do n't yet understand .END BOLAND BOTHA/MANDELA INTERVIEW SEQUENCE

A SOUTH AFRICAN DEFENSE FORCE HELICOPTER hovers over the tall building next to Newlands stadium .

IN THE HELICOPTER , Mandela , Jason , Linga , all wearing radio headsets . All wearing suits , as if for a state occasion .Mandela likes it . Jason gives the pilot a nod and they take off down the peninsula towards Silvermine Army base . FROM THE HELICOPTER , MANDELA LOOKS down at his country , and finds it good .

Mandela points down . Jason and Linga look . POV FROM THE AIR : They can see the Springboks practising right below them , on the army base . Mandela pulls out the SPORTS SECTION with the Springbok team on it . His study guide . He takes a last minute glance at it as the helicopter loses altitude .

Mandela 's helicopter lands at the edge of the field , and brings practise to a halt . ON COACH - not happy , but what 's he going to do . Mandela springs out of the helicopter , energized , excited . Linga and Jason with him . The players assemble in a loose , semi - formal unit . Not a line , but orderly . -LRB- We may or may not notice that Chester Williams is missing . -RRB- Pienaar stands at the front , relaxed . He 's an old hand with Mandela , by now .There is a naughty twinkle in Mandela 's eye .They all laugh . Mandela wades in amongst them , leaving Linga and Jason behind . Picture this : Behind the barbed wire security of a modern , South African military base , a tall , regal black man in his 70 's is surrounded by huge , sweating , battered , brutal - looking white men -- every single one of whose names he has committed to memory . Statesmanship is often about attention to detail . The players are awe - struck . -LRB- FOR THE RECORD : Andre , Gavin , James , Japie , Christiaan , Brendan , Hennie , Joel , Johan , Joost , Marius , James , Chris , Pieter , Garry , Mark , Kobus , Hannes , Krynauw , Ruben , Francois , Robby , Adriaan , Rudolf . -RRB- CUT AWAY to Jason and Linga , who are amazed by what they 're seeing .By the time Mandela has shaken every single player 's hand , he has won the team over , coach and manager included . They glow . And then , Mandela frowns , steps back , looks at all of them .Pienaar does n't answer immediately , he looks at his coach first . Coach nods .A somewhat sour note to leave on . But it 's about to be rescued .The huge , thick man holds out a GREEN CAP with gold piping and a Springbok leaping above the visor . Mandela takes the cap as if he has just been given a holy relic .Mandela runs his finger over the embroidered Springbok leaping across the front of the cap .The team applauds , beaming , glowing . Mandela turns to go back to the helicopter .Pienaar walks Mandela back towards the helicopter .Mandela reaches into his jacket , pulls out an ENVELOPE WITH THE PRESIDENT 'S LETTERHEAD on it . Gives it to Pienaar .Pienaar holds the envelope , stares upwards at the rising , departing helicopter , as do the rest of the team - until Coach blows his whistle .

Jason paces restlessly , going over his mental check list , making sure he has n't missed anything .

Mandela reads , scrawls comments , signs papers from a big `` In '' pile . Mary enters with his glass of milk and his pills .Mandela turns on the TV , begins flipping channels . Rugby , rugby , rugby . Mandela is sucked in . Mary sighs .

Room dark but for one small desk light . Pienaar stands at the window , looking out across Cape Town . He is deep in thought . Pienaar turns away from the window , goes to the desk , where , under one small light , we see `` Invictus '' , the poem Mandela wrote out by hand . Pienaar begins reading it . There is a soft knock at his door . Pienaar goes to it , opens it . It is Nerine , accompanied by a cop . Pienaar nods at the cop , steps back so that Nerine can enter . As soon as the door closes behind her , Nerine says :Nerine gives Pienaar a scorching kiss . He resists . then responds - then pulls away .Nerine takes a deep breath , nods , turns away - and sees the poem on Mandela 's personal letterhead .OVER , REFEREE 'S WHISTLE BLOWS HARD AND SHARP .

A massive crowd roars . The Wallaby flyhalf runs forward , puts his boot into the ball , sends it soaring towards the waiting Springboks . The Springbok lock rises high into the air , supported on all sides , takes the ball out of the air perfectly - - just as the Wallaby pack closes in and huge men meet with an adrenaline - fueled crunch of bodies . The World Cup has begun at last . But not for Chester Williams . Clad in Springbok blazer and tie , he sits behind the coach , the manager and the reserves , in the stands - and almost succeeds in hiding his utter disappointment at not being on the field .

Mandela looks on , calmly . The Minister of Sport is n't late for this match . The President of Rugby is pale with nerves . Behind Mandela , stand Linga and Hendrick . The VIP box is a safe place , but Jason is n't taking any chances .

Jason prowls through the stadium , talking constantly on his radio . Hunter 's adrenaline .

Back to action on the field . The highlights we see here should match the rugby primer we saw in the township . This continues the education of those who do not know rugby . So , for instance , we see a ball knocked forward , and the resulting scrum . We see a ball kicked out of bounds , and the resulting lineout . We see scintillating passing , rucking , mauling , tackling , strategic kicking at it 's very best . Both teams are crisp and strong . INTERCUT SHOTS OF THE RUGBY MATCH - - with SHOTS OF THE SECURITY ARRANGEMENTS -LRB- snipers , lots and lots of uniformed cops inside and out , sniffer dogs etc. all overseen by Jason -RRB- - - with SHOTS OF THE CROWD , which , unlike the earlier test against the Lions , is completely and passionately united behind the Springboks -LRB- all commentators talk about the extraordinary passion of the crowd , that day -RRB- - - always returning to the VIP BOX , where something interesting is taking place right behind Mandela : Linga Moonsamy , the rugby scorner , the soccer lover , loses his scowling reserve and gets sucked into the game . When a ball soars between the uprights and everyone in the box groans , Linga leans towards Hendrick and asks :When another ball soars between the uprights and the crowd roars , Linga asks again :A third ball through the uprights . Before Linga can ask :A fourth ball , to the joy of the others in the box .A fifth ball through the uprights , and the crowd goes wild .ACTION ON THE FIELD , as a Wallaby drive combining backs and forwards moves relentlessly towards the Springbok try line . Six times the drive is stopped by Springbok tackling , but the Wallabies keep possession and , on the seventh wave of the assault score a beautiful open try , which is converted . A ripple of concern goes through the crowd - - and the VIP box .Nerves in the box . But not on the field , as Pienaar starts a drive with a tackle we feel ourselves , resulting in a change of possession - - and a stunning , open field try scored in the corner by the Springbok wing , who raises his fist in the air , after juking the last Wallaby to try and tackle him . The crowd roars . In the VIP box , Mandela is on his feet , shaking hands with everyone he can reach , including Linga and Hendrick , and the waiter . The difficult , angled conversion is missed .Another penalty kick .A drop goal .An incredible try by the Springbok fly half .Everyone dares to dream . The classic South African penchant for pessimism begins to abate . Two things to note : The crowd roar grows and grows and grows and is echoed in the VIP box . Even Jason turns to look at the action on the field - but only for a second . Also , this match serves as the coming - out party for the SPRINGBOK FLY HALF , who scores 22 of South Africa 's 27 points this day . SUDDENLY , A REFEREE 'S WHISTLE CREATES PANDEMONIUM on the field , in the stands , and in the VIP box .Mandela shoots to his feet , pushes his chair away and begins the famous `` Mandela shuffle '' - a very cool African boogie that is one of his signature moves . ON THE MANDELA SHUFFLE -

- the same shuffle hours later , at a VIP party . Mandela has changed clothes , wears one of his Indonesian - inspired `` Madiba shirts '' and dances energetically with the absolutely stunning TROPHY WIFE of one of the VIP 's .The man is a major flirt , and really enjoying himself . But , once again , he is dancing with a stranger - - and , when we get close to his eyes , we realize that Mandela is pushing himself way past empty .

Big party , spilling onto the streets . Most of the partiers are white . Black South Africans look on , or serve drinks . We follow the crowd into a big sports bar -

- where the Springboks are pounding beers and blowing off the steam of months of training grind , plus a huge win . Even though most of the players are with their wives or girlfriends , pretty , single women crowd them , two and three deep , men pay for round after round of beers . Pienaar and Nerine are part of the action . Then Pienaar gets a TEXT MESSAGE which makes him shake his head , give Nerine a chagrined look . He grabs the Springbok closest to him , puts his mouth near the player 's ear and screams again the hubbub :The Springbok shakes his head - bloody coach - grabs the player next to him , repeats it . Pienaar watches the message travelling through his team - and grins . Then , something catches his eye on one of the big overhead TV 's . ON THE TV : news footage of the Mandela victory boogie . The boogie is followed by a quick `` How far we have come '' type of montage . One of the images shows an island ringed by rough surf . Pienaar gets an idea .

Pienaar leads his hung - over , sleep - deprived team on a very slow jog through the mostly empty streets . When he gets to an intersection , he sneaks a peek down at the palm of his left hand . CLOSE - UP ON PIENAAR 'S HAND , where he has drawn a crude street map . Pienaar takes a left at the intersection . Another intersection , another peek at the map on his hand , and another left turn , takes the team -

- back onto the waterfront , to an idling FERRY BOAT , where the coach and the manager wait for them - along with the player 's wives and girlfriends .Pienaar grins , stops . The team stops around him .

The ferry pulls away from the waterfront , with the team on board , pulling on tracksuits against the cold sea air . It is early winter . The seas are fairly rough . So are the stomachs of the ` boks who partied hard last night .ON PIENAAR , innocent as a lamb .

Behind the ferry , Cape Town and Table Mountain , in all their glory . Ahead of the ferry , one of the most notorious island prisons in modern history - - ROBBEN ISLAND .

Robben Island lies only eight miles from the mainland . It is two miles long , with sandy beaches full of penguins and seals . It would be pretty - - but for its MAXIMUM SECURITY PRISON . Concrete , barbed wire , guard towers . -LRB- In 1995 , the political prisoner wing was shut , but the island still housed criminal prisoners , so the island still had the feel of real incarceration . Today , it is a tourist destination . -RRB-

As they approach the island , a sense of dark history settles over the Springboks and their partners . One of the Springboks turns to a DECKHAND , getting ready to moor at the jetty .Sobering .

The Springboks and their partners step onto dry land with some relief , look around at the prison , humbled .They head towards the prison entrance , slowly becoming a tighter and tighter bunch . The ghosts of Mandela , and all the others who spent much of their lives here , are very strong . VARIOUS SHOTS OF THE SPRINGBOK PARTY , in the EXERCISE YARD , the LIME QUARRY , the MESS HALL . None of the usual horsing around . This place affects them , deeply .

Section B is the bleak political wing . Tiny cells line each side of a damp concrete hallway . A PRISON GUARD shows the Springboks into the hallway , and they dwarf it , as they stand there , shocked . Shocked at what was done in their names . This group is as quiet as we have ever seen them .They reach a cell with a piece of white cardboard on the door , showing the number 466/64 - MANDELA 'S PRISON NUMBER .The Prison Guard unlocks the door , pulls it open , then unlocks the metal grill that is the inside door .

Pienaar peers into the cell . It is tiny . There is no bed , just a sisal mat on the concrete floor , with a couple of blankets . A chamber pot , a short bench , a tin cup and plate are the only other objects in the room . A couple of small lockers are screwed high to the wall . The barred window is opaque . It lets in light but does not allow the prisoner a view . When Pienaar enters , we see how small the cell really is . He can reach out and touch the opposite walls at the same time . This is a bleak , horrible , dehumanizing place . Pienaar is stunned by it . He turns , slowly , looking at Mandela 's world for over twenty years .

The other Springboks and their partners wait to look into the cell themselves , a little puzzled by how much time Pienaar 's taking .

Pienaar almost looks as if he is in a trance . He hears Mandela 's voice in the cell with him . MANDELA . -LRB- V.O. -RRB- -LRB- RECITING `` INVICTUS '' . -RRB- Out of the night that covers me , Black as the pit from pole to pole , I thank whatever gods may be For my unconquerable soul . Now , Pienaar sees Mandela in prison clothes , in the cell . -LRB- The image is unclear , ghostly . -RRB-Pienaar sees Mandela sitting on the dirt in the prison yard , breaking up rock with a hammer , along with rows of other political prisoners .Pienaar sees Mandela leading his fellow prisoners to the lime quarry , to mine lime under the eye of a guard who looks like Pienaar .I am the master of my fate : I am the captain of my soul .

The gates open . Linga gets out of one BMW , Hendrick out of the other . We know the routine . Only , Mandela does n't appear for his walk . Linga and Hendrick wait for a moment , then head in through the gate -

- break into a sprint , when they see MANDELA 'S FORM , CRUMPLED on the lawn .

Barbara , Mary , the house staff , plus Linga , Hendrick , Etienne and Jason , all wait . All are scared . Nobody talks . The SOUND OF FOOTSTEPS from on the top floor brings them to their feet . MANDELA 'S DOCTOR descends the stairs .The doctor leaves . The rest of them look at each other , relieved . and maybe a little guilty , for letting things get this bad .

It's simple exhaustion, but it'll lead to worse if it's not treated. He needs complete rest. And I do n't mean just shifting the affairs of state to his bedroom. No phone calls, no visitors, no meetings. No politics.

Dark . Curtains drawn . The door opens quietly . A shaft of light from the door shows Mandela , on his back in bed , eyes closed . Barbara enters . The sight of Mandela lying like this is chilling . It is too close to what he would look like lying in a casket . Barbara makes sure he is breathing . He is . She unplugs his phone , takes it . Unplugs his TV . Sweeps the room for papers , articles , legal briefs . For the first time , she takes an arm load of stuff away from him . She gives Mandela one last , long look , closes the door behind her . We stay behind and look at Mandela , and ponder South Africa 's fate if this were worse than just deep , sedated sleep .

Chester Williams jogs under the tense eye of coach , trainer , manager and Pienaar . He accelerates , running fast , but not sprinting .Chester opens it up . Full sprint , sustained . Pienaar grins . Chester is back .

ONE , BRIEF SHOT of a typically brutal Samoan tackle , and the ensuing foul play in the maul . FOUR QUICK SHOTS of Chester williams scoring four tries . ONE MORE SHOT of the Springboks trudging off the field . Every single player is bruised or bleeding , or both .

Looking frail , but better than before , Mandela pencils in a score ON THE WORLD CUP BRACKET DIAGRAM : SOUTH AFRICA 42 , WESTERN SAMOA 14 . The diagram shows us that this was a quarter final match . We can see that he has entered all the South African scores . -LRB- For the record : South Africa 27 - Australia 18 ; South Africa 21 - Romania 3 ; South Africa 20 - Canada 0 . -RRB- For the semi - finals , against South Africa , Mandela pencils in France . On the other side of the bracket , Mandela pencils in England vs. the All Blacks . With a satisfied grunt , Mandela steps back from the diagram . Things are shaping up nicely . A knock at the door , and Barbara enters , ushering in a GROUP OF LABOR LEADERS .Beaming , exuding energy we know he does n't have , Mandela rises to yet another occasion . He strides forward to shake hands .

Monsoon rain batters the bus as it crawls towards KING 'S PARK STADIUM , in Durban .

Coach walks in on his team , who are dressed for the match and ready to go .

A HUNDRED ZULU CLEANING LADIES with brooms and squeegees push the water off the field . Capacity crowd cheers them on . -LRB- This happened . There will be stock footage . -RRB-

Mandela and a negotiating team are meeting with their opposite numbers from Taiwan . A high - level affair that can not be interrupted . Nonetheless , Mandela takes a discreet look at his watch , and we realize that his mind is back home , with the Springboks .

A quagmire , despite the efforts of the Zulu ladies . Muddy green and gold against the muddy blue , white and red of France . End of a close game . Both teams are tired , muddy and desperate . The French assault the Springbok try line , wave after wave . The Springboks defend valiantly , but slowly go backwards . Finally , the French score a try - or do they ? CLOSE - UP ON THE RUGBY BALL , under a mountain of muddy men , on the ground three inches outside the try line . The referee waves off the try .

Mandela flies home , still working intensely with a mixed South African/Taiwanese trade group . Mary slips a piece of paper in front of him , discreetly . ON THE PIECE OF PAPER IN EXCITED WRITING : BOKS 19 , FRANCE 15 . WE 'RE IN THE FINALS ! GO BOKKE ! Mandela 's face betrays nothing . But , he gets up .With Mary leading the way , Mandela goes to the back of the plane , looking grave and leaderly - - but once he is through the galley curtain , he breaks into a huge smile .

ON A BIG SCREEN TV in a private banquet room , the Springbok team watches the England/All Black semi - final , which the All Blacks dominate from beginning to end - - thanks to the exploits of JONAH LOMU , their unnaturally huge , fast left wing , of Tongan parentage -LRB- and unanimous choice for the best player in the entire World Cup -RRB- . Jonah Lomu scores in the first two minutes of the match , the first of four tries . He runs through , over , and around hapless defenders . His speed and balance are almost unprecedented in a man his size . The Springboks go quiet as they watch this beating by the All Blacks .

Mandela watches at home with Barbara and Mary .Barbara resists her natural impulse to work and says :

The sound of the match ON THE RADIO of one of the BMWs . Johan Lomu 's name in every sentence . All the bodyguards are out of the cars , enjoying the winter sunshine as they listen to the match .Hendrick opens the trunk of their BMW , pulls out a RUGBY BALL , shows it to Linga . Linga nods . Okay . Throw it .

So, let me understand this. The All Blacks are killing a team that thrashed us last year?

TV blares . Barbara does some work . Mandela comes and peeks over her shoulder -- and Barbara shuts the file .

A pile of guns in holsters , on the hood of a BMW . Suit jackets draped over the side mirrors . In the wide street , in their shirts and ties , the boys toss the ball around . The white bodyguards handle the ball expertly , the black bodyguards for the first time in their lives .Kwezi catches the ball , tries to throw it with spin , blows it . The ball bounces crazily all over the street , seems to have a mind of its own as it eludes Kwezi . They all laugh .

Lomu scores his third try .As we will discover , the wing is going to have to defend against Lomu .

Mandela is n't watching TV . He 's at the window , looking out at a GAME OF TOUCH RUGBY , taking place on the street outside his house .

Two mixed teams . Hendrick passes to Linga , who passes back to Hendrick , who scores .Laughter . This scene was unthinkable a year ago .

Barbara and Mary stand next to Mandela at the window . Mandela 's eyes twinkle with pleasure as he hears the laughter . In a way , this small moment already justifies everything he has done . Almost . He gives Barbara a sly look .Before Barbara can reply , excitement on the TV makes Mandela turn away . He looks at the TV just as Lomu scores his fourth try , to make it 42 - 15 . Mandela shakes his head , awed .Barbara gives Mandela a long look .

Pienaar hands an envelope to his father .Mr. Pienaar opens the envelope , pulls out TICKETS TO THE WORLD CUP FINAL . Mr. Pienaar kisses the tickets .Pienaar looks at his father , mischief in his eyes .

BMW , Mercedes , BMW , driving from Pretoria to Johannesburg at the end of the day . Red winter sunset over the arid Highveld . GO ` BOKS , GO AMABOKOBOKO signs , side by side . Chester and Pienaar billboards .

The Minister of Sport gives Mandela his final briefing . At his side , Barbara thrusts papers in front of Mandela for his signature . This continues throughout .Linga listens openly .Mandela peers out of the window at a Springbok billboard .ON LINGA : an idea occurs to him . A wild idea . He almost turns and blurts it out - restrains himself .Barbara pushes another paper in front of Mandela . He signs it .

The coach , the manager and Pienaar gather for a final briefing in the coach 's spartan office .Pienaar shrugs - of course . Coach grins .Both Pienaar and the manager look at the coach .Pienaar 's up for that .

Jason wishes tomorrow was already over . He goes through his plans , his check lists for the tenth time . He sighs , tries to roll the tension out of his shoulders , gives up . He leaves the office . I/E ELLIS PARK STADIUM - NIGHT Cops at their posts . Jason walks alone through the tunnels , until he comes to a field entrance . He goes to the edge , looks out at the dimly lit field , trying to imagine tomorrow .Jason turns to Etienne .A look between the two men : they are united . They have come a long way .

As in Cape Town , Pienaar stares out into the night , pensively . Preoccupied . So preoccupied , that when Nerine enters quietly , he hardly turns .Pienaar nods , thanks . Nerine puts the protein shake down . She tries to read Pienaar 's mood , see what he needs from her at this moment .Pienaar turns to her .

We have seen that solitary shape under the blankets before . We have seen the clock on the bedside table change from 4:59 to 5:00 before . We have seen Mandela 's eyes open , immediately . But we have never seen Mandela roll over and go back to sleep . SUPER : JUNE 24 , 1995 - RUGBY WORLD CUP FINAL .

Linga gets out , meets Hendrick at the gate .Then , they both look at their watches again .They share a worried look . Linga reaches for his radio .

Mandela 's bedroom door is opened from outside the room . Light from the hallway hits the bed . Mandela looks very still under the covers . Mary peers in , concern wiping away sleep . She sees Mandela lying there . Mary tiptoes in , concern growing , until she stands over Mandela - - who opens his eyes without moving otherwise .

Mary 's voice on Linga 's radio .Linga lowers his radio , embarrassed .Linga and Hendrick stand at the gate for a moment , then turn to head back to their respective cars . Linga pauses .

Mandela eats breakfast - porridge and fresh fruit - and looks over the newspaper headlines , all screaming about today 's World Cup final . The doorbell rings , and he pauses , listens to the sound of voices at the door - then the sound of heavy footsteps approaching through the house . Mandela wipes his mouth and waits . Linga and Hendrick appear in the doorway . They look even bigger indoors .Linga hesitates - until Hendrick gives him a -LRB- for Hendrick -RRB- discreet nudge .

Mary walks briskly to her car , gets in and drives towards the opening gate , fast .

As in Cape Town , the Springboks jog through the streets . As in Cape Town , cars toot their horns , people cheer . But the crowd running with them is twice as large as it was in Cape Town - and twice as black . This crowd shows that the Springboks really do have the support of the whole country now . As the ` boks rumble past , newspaper vendors , gardeners , pharmacy delivery men on small motorbikes abandon their tasks and run alongside the team . Pienaar turns to look at one of his teammates , grins , gets a grin in return .

Jason addresses his entire team -LRB- minus Linga -RRB- , plus assorted POLICE OFFICERS .One of the cops smiles at that .The security boys are fired up .

It is hours before the match , but every entrance to Ellis Park stadium is chaotic with people , cars , face painters , flag sellers , fruit vendors . Cops everywhere , and everywhere outnumbered . In the crowd outside , WE FIND SIPHO , collecting empty bottles from trash cans , for recycling . Jason was right about the demographics of the crowd : white , khaki - clad , quite a few old South African flags among the sea of new flags . Springbok colors everywhere . We may even see the FOUR BOERE from the Lions debacle earlier .Ellis Park is n't exactly the Rainbow Nation today .Boland does another live remote . FANS CHEER AND WAVE behind

A luxury bus pulls away from the hotel , with a FULL POLICE ESCORT , LIGHTS ON , SIRENS BLARING .

With that inward look of boxers before a big fight , the Springboks begin the journey to the stadium .

Tight on Mandela 's face , absolutely expressionless . His game face .

Back to Boland 's live remote .Huge crowd now , all around the TV truck , streaming in .

Driving down a secure access lane , the Springbok bus and police escort approach Ellis Park . And pass Sipho , who stares up at them from the sidewalk .

The boys are very quiet - until the sheer spectacle gets to them . Then , the first nerves hit . You can tell in the way they look at each other , the way they swallow .

Stadium almost full . Crowd noise a dull roar . ABOVE THE SPRINGBOK BENCH , near the field , we find Nerine , Mr. and Mrs. Pienaar . and Eunice , as they take their seats . Pienaar got the fourth ticket for her . Eunice turns to Mrs. Pienaar .

All dressed , all warmed up , the Springboks are quiet , introspective . Everything that should be said has been said . This is the calm before the storm . -LRB- NOTE that almost every player wears bandages , or braces , or is injured in some way . -RRB- Pienaar is not in the room . I/E ELLIS PARK STADIUM - DAY Dressed in his rugby togs , Pienaar sneaks up the ramp to the edge of the field , takes a peek out of the tunnel - - and is blown away by the magnitude of it all .

Vast city seen from the air . Zero in on Ellis Park . ANOTHER ANGLE of a SOUTH AFRICAN AIRWAYS 747 flying over the city , in the direction of Ellis Park .

ANGLE BACK THROUGH THE COCKPIT - NO PASSENGERS .The captain drops the nose of the 747 towards Ellis Park .

Every seat full . Almost every seat filled by a big white man . Excitement unbearable . Jason stalks the runways between the seating sections , high in the stadium . Binoculars around his neck , radio in hand . Something catches his eye . Something in the air . Jason lifts his binoculars to his eyes . POV THROUGH BINOCULARS - the 747 is heading right for the stadium . Jason lowers his binoculars . He frowns - more puzzled than alarmed . -LRB- This is pre - 9/11 . -RRB- He lifts his radio to his mouth .Etienne , in another part of the stadium , looks eastwards - sees it .The 747 gets closer , fast . Jason is hit by a horrible thought .Jason finds the VIP box , looks out at the 747 - - and realizes that the jet is heading straight at that side of the stadium .

Mandela is not in his seat . Linga turns . Hendrick points at the closed door of the VIP bathroom .

Captain and co - pilot go full throttle , yank the 747 straight upwards .

The ALMIGHTY ROAR OF FULL THROTTLES fills the stadium , as the 747 passes less than 200 feet overhead - - so that everyone can read the huge letters painted on the bottom of the wings : GOOD LUCK BOKKE -LRB- This really happened . -RRB- THE CROWD GOES WILD . JASON NEARLY FAINTS with relief .

Linga and Hendrick share a look . They have just had a brush with the unthinkable .

THE DRESSING ROOM VIBRATES with the roar .which slowly fades . leaving only the background roar of the revved up crowd . The boys jog in place , dying for the release of rugby . Pienaar appears to be praying , silently .

The REFEREE walks off the field , into the tunnel , stands there for a moment , then raises his whistle to his mouth and blows a LONG , ECHOING BLAST -

- which is the signal to come to the field . The cop opens the door , throws down a full parade ground salute as Pienaar leads his men out of the dressing room .

WITH THE ` BOKS , we head down the hallway , down some stairs to the tunnel onto the field - - where the referee holds his hand up like a traffic cop , keeping the boys in a line in the tunnel . As they wait , they hear the CRUNCHING APPROACH OF BIG MEN IN CLEATS . Down the opposite stairway come THE ALL BLACKS . This is the first time we have seen them in the flesh . Huge men , black on black uniforms , arrogant . Been here before , done this before . The best in the world , expecting nothing but the best from the day . They ignore the Springboks , dismiss them , line up next to them in the tunnel . The SOUND OF THIRTY MEN JOGGING IN PLACE in their cleats , on the concrete , sounds like a drum roll before a medieval battle . The Springbok wing sneaks a peek at JONAH LOMU . The biggest , fastest wing ever . Even bigger looking in this confined space . Bigger than the Springbok wing , bigger than any of the Springbok backs , bigger than most of the Springbok forwards . The referee nods to both captains , turns , and leads them onto the field -

- where the already - whipped up crowd goes crazy , as both teams sprint onto the field and go through their brief warm - up ritual . WE FOCUS ON THE CROWD , focus on how white and old South Africa most of them are . The referee blows his whistle again , and both teams assemble in a line , facing each other . Glaring like boxers across immaculate green grass .

Seen only in silhouette , Mandela walks down the tunnel . He is flanked by Jason , The Minister of Sport and the President of SA Rugby . Linga , as always , has Mandela 's back . Plus Hendrick .

Mandela emerges into daylight , wearing not a suit , not a Madiba shirt - - he is wearing Francois Pienaar 's green and gold number 6 rugby jersey . On his head is THE SPRINGBOK CAP given to him by the team inThe crowd catches its breath . This is unprecedented , shocking . and brilliant . The Springboks digest this extraordinary display of support .Pienaar nods , eyes glinting . Mandela is giving them an edge . As he walks towards the waiting teams , Mandela lifts the Springbok cap high , waves it , and fires his famous , beautiful , huge , African smile at the crowd - - who roar and stand , slowly , and start chanting , slowly .63 000 South Africans , chanting as one . A QUICK SERIES OF SHOTS ALL ACROSS SOUTH AFRICA , THE CHANT ECHOES through EMPTY STREETS . Not a soul , not a car to be seen . Everyone is inside , watching TV .

Mandela shakes hands with the Springboks , who are brimming with pride . Mandela shakes Chester Williams ' hand with special energy .Chester beams . IN THE STANDS , EUNICE ULULATES , loud African warrior woman call . Mr. Pienaar looks at her , shocked . Looks at her as a person for the first time , maybe .Eunice ululates again . ON THE FIELD , Mandela shakes hands with the All Blacks , who , as predicted , do n't like his partisan clothing . Mandela looks up at Jonah Lomu .Lomu looks down at Mandela , eyes glowing with aggression - - and suddenly , he bares his tattooed Tongan tongue in a FIERCE WAR CRY . As do the rest of the All Blacks . WE HAVE SEGUED TO THE FAMOUS HAKA , a Maori war dance that tells an opponent they 're going have their daughters stolen , their wives ravaged and their brains eaten right out of their skulls with a sharpened tea spoon . It is abundantly clear why , as the Minister of Sports told Mandela , half of the All Blacks matches are won before the whistle blows . This is very intimidating . Especially because , this day , the All Blacks push the haka closer and closer to the Springboks - - who do not back down . In fact , they close ranks and advance . Major , major international smackdown . This is not fake . The emotions , the aggression are real . ON MANDELA , whose diplomatic mask slips a little showing a warrior 's glitter in his eyes . He wants to respond , primally . His fists clench at his side . The HAKA ENDS with a fearsome , guttural Maori yell . ON THE SPRINGBOKS , massed together , faces red with emotion , pulses racing . Mandela takes a deep breath in . Then the boys answer . With , of course , a terrorist anthem of their own : NKOSI SIKELEL ' IAFRIKA . Pienaar starts it .With decent pronunciation , with full fervor and heart , THE BOYS ROAR THE ANTHEM back at the All Blacks . The crowd joins them . `` Nkosi '' roars through the stadium , through the nation . ON MANDELA : his heart swells , as he sings with his people . ON JASON , who stands surrounded by his former enemies singing the song that kept him - kept all of them - going through the apartheid years . In this stadium , at this moment , all hostility , all fear , are a thing of the past . The tension finally goes out of Jason 's shoulders . ON JASON 'S FACE , close to tears , as NKOSI slowly fades . As Mandela said - a very inspirational song . BEGIN HEARTBEAT OVER . Is that a heartbeat , or an African drum ? ON THE FIELD , the All Black fly half tees up the ball , for kick off . As the fly half back - pedals slowly , and pauses in readiness , waiting for the whistle - TO RAINBOW NATION FACES , poised all over South Africa , WATCHING ON TV and IN THE STANDS . Heart/drumbeat over . The last face is Sipho 's .

The crowd noise spills out of the stadium behind Sipho . A RADIO PLAYS NEARBY , tuned to the game . The radio is in a cop car , manned by TWO BEEFY WHITE COPS . As the crowd noise rises , Sipho edges closer to the cops . They eye him out .

Mandela front and center . Minister of Sport to his right , Prime Minister of New Zealand to his left , President of SA Rugby next to him . Both using all their diplomatic skills to stay cool .Behind Mandela , Linga and Hendrick suppress grins . They are outwardly professional - but bursting with excitement .

The referee blows his whistle . The All Black fly half boots the ball towards the Springboks , charges after it , along with the rest of the All Blacks . Game on . We have only seen snippets of rugby , so far . And mostly from a somewhat polite distance - the usual distance of TV coverage . Say , at closest , the referee 's point of view . Not now . Not for the climax . We experience this beautiful piece of mayhem up close and personal . We 're inside the heaving scrums . We are the ball . We see the way cleats leave a pattern of round white dimples on abused skin , which quickly turn to purple as they fill with subcutaneous blood . We feel a tackle in our own spine ; we see teeth sink into flesh in the intimacy of a loose scrum ; we feel a hard fist smacking us again and again in the hot privacy of a rolling maul . For this is not a pretty match , not for one moment - just as the Springbok coach wanted . This match is all about a less talented team stifling the best team in the world by sheer determination and fitness . This is about the Springboks applying continuous , unrelenting pressure , and forcing the vaunted All Black attack into making mistakes . Lots of them . Dropped balls , errant passes , knock - ons . No fluency of movement , no electric building of momentum . Because of one thing : tackling . Tackling and tackling and tackling again . The first time Lomu touches the ball , the stadium , the nation holds its breath - - until the Springbok wing scythes into him at thigh height , wraps him up and brings him down . The second time Lomu gets the ball he is brought down from behind by Pienaar , with a picture perfect tackle . We can cut away to the faces of the spectators when we want ; from Mandela to Nerine to Sipho and on and on , all over the country . But , in truth , our attention belongs on the field . ON PIENAAR , continually exhorting his men , leading by example , wreaking havoc in the All Black backfield . ON LOMU , who always seems just one broken tackle away from running one in - except that there are no broken tackles . ON THIRTY BIG , STRONG , BATTLE - SCARRED MEN , who have devoted their entire lives to this moment . They are not playing for money . They are playing for pride , for their countries . Outdated notions . We miss them . No tries are scored in the Final . The two fly halves match each other , penalty goal for penalty goal . With each made kick , the goal posts shrink for the next . The penalty goals are unchallenged . It is up to the kicker to make them or fail . That is pressure . The score is 6 - 6 when , just before half time , the Springbok fly half takes a long , perfect pass from the scrum half , and with the All Black defenders looming , kicks a drop goal through the uprights . The Springboks lead 9 - 6 . A tight match . So tight , in fact , that there is only one score in the second half - an All Black drop goal that levels the score at 9 - Until right before the end of the match , when the All Blacks camp in the Springbok half . The scrum half sends a long , spiralling pass to the fly half , who is in perfect position to go for a drop goal . The kick soars into the air , high and straight . 43 million South Africans hold their breath . All around the world , fans lean forward on their chairs . This will be the decisive blow . But the kick just goes wide . Relief . The referee blows his whistle to signal the end of regulation . Both teams are spent .

Sipho leans on the cop car , listening to the radio . He and the two cops suck nervously on sodas .

Two sets of bruised , bleeding , exhausted , cramping men face each other for the extra time kick off . Pienaar turns to his men .The answer lies in their eyes : they are . An All Black penalty goal makes it 12 - 9 almost immediately . A Springbok penalty goal answers . 12 - 12 . Seven minutes from the end of extra time , the Springboks earn a scrum deep in All Blacks territory .The scrum goes down , wheels a little .Pienaar turns his head . The fly half taps his own chest : give me the ball . Pienaar hesitates , then nods to the scrum half : give him the ball . The ball goes into the scrum . The ball works its way back through the feet of the eight Springbok forwards . The scrum half gathers it , spins it out to the fly half - - who takes one step to his left and KICKS A DROP GOAL high into the air . Ball soaring past a backdrop of open mouths . Higher than the uprights . but through them nonetheless . Springboks 15 - 12 All Blacks . An entire nation jumps to its feet .

Everyone is on their feet in the press box .They turn out to be the longest seven minutes in Mandela 's life . In every South African 's life . This is where we fold the Rainbow Nation into the rugby match , fully . INTERCUT BETWEEN PEOPLE ALL OVER SOUTH AFRICA , AND THE RUGBY as we show the whole nation wanting exactly the same thing at the same time . Faces , postures , eyes are identical , no matter where they are , who they are , what color they are . -LRB- It would be nice if we used all the faces we 've already cut away to throughout this story . -RRB- ON THE FIELD The All Blacks attack desperately . The Springboks tackle and tackle and tackle . ON PIENAAR , totally spent but dragging himself to his feet for another tackle . He glances over at the referee , makes another tackle - - looks over at the referee - - the referee puts his hands on his whistle - - another tackle , another look - - the referee lifts the whistle to his lips - - another tackle , another look - - the REFEREE BLOWS THE FINAL WHISTLE . It 's over . The Springboks have won . END CLIMAX SEQUENCE

Pandemonium on the field , pandemonium in the stands . Jason is hugged by an ecstatic boer -LRB- Jason is not a hugger -RRB- . Mrs. Pienaar and Nerine are in tears . Mr. Pienaar hugs a shocked Eunice .

Pandemonium in the VIP box . Mandela shakes hands with everyone he can find . It is way too loud to say anything . Hendrick and Linga almost hug . Almost . They shake hands with total joy and engagement , whack each other on the shoulder .

Sipho toi - tois next to the cop car -LRB- a township war dance , very political -RRB- . The two cops toi - toi with him . AROUND THE NATION , an EPIDEMIC OF HUGGING begins . This spills out onto the streets later , but for now , let 's restrict this to the people who 've been watching the match together .

The Springboks say a prayer on the field . Pienaar kneels in the middle , leading the prayer . Behind them , a WORK CREW ASSEMBLES A PORTABLE PODIUM . At `` Amen '' , Pienaar 's men lift him to his feet , then onto their shoulders . The crowd roars again and again as PIENAAR TAKES A VICTORY LAP on the shoulders of the men he has led through thick and thin . Tears stream down his face , through his unstoppable grin . As they near the podium , the team is intercepted by a news crew and - - none other then BOLAND BOTHA .The interview booms through the PA system . Pienaar just nods - he is n't about to spoil the moment by reacting to this buffoon .Francois grabs the mike from Boland .The crowd roars . The Springbok manager grabs Pienaar 's shoulder , points .Pienaar turns , looks . Mandela waits at the podium , eyes alight with joy . In front of him is the WILLIAM WEBB ELLIS TROPHY , a big gold confection . Their eyes meet . Their eyes stay locked as Pienaar fights his way through the press , the officials , his own team , to the podium . Mandela holds out his hand . Pienaar takes it . Big hands , one black , one white , one with bruises visible , one with a lifetime of bruises implied . Both wearing the NUMBER 6 SPRINGBOK JERSEY .Pienaar shakes his head .Eyes lock again , for just a moment , blue eyes , brown eyes - African eyes , both . And then PIENAAR RAISES THE TROPHY HIGH . A very traditional sports hero 's moment , richly deserved . Real gold , against the green of the battered field . But that is not the real prize . The prize is what happens next , all over the nation . ALL OVER SOUTH AFRICA , people spill out into the streets , to celebrate . Utter joy , everywhere , as black and white , servants and employers , strangers , enemies , foreigners are swept up in love and happiness . People who have been suspicious of each other , hated each other , feared each other all their lives . they hug each other on this day .

Housewives , gardeners , cops , kids dance in the middle of the street . A car horn beeps politely . BMW , Mercedes , BMW come slowly down the street . The crowd begins to dance and ululate as they part to let the convoy through .

Linga in front . Mandela is alone in the back seat . He looks out at his people as they cheer him through . He also looks exhausted . Spent . None of that shining life force that makes him so big .

The convoy switches to another street - - which is just as crowded as the first , with happy South Africans . It is as if every single person in the Rainbow Nation wants to celebrate together .

The convoy switches to yet another street - - to no avail . South Africa is literally dancing in the streets .

Jason nods , puts down his radio , settles back with a deep sigh . So do the rest of the boys in the car . This day is almost over .

Etienne , Hendrick loosen their ties , bask in the feeling . Hendrick looks out at the rolling street party - and shakes his head in amazement .

President Nelson Rolihlahla Mandela undoes the top button of his rugby jersey , settles back with a deep sigh - - and drives home through a nation that has begun the process of forgiving itself . His nation . GO IN ON MANDELA 'S FACE as it settles into the now - familiar sphinx - like mask . Except for his eyes . Mandela 's eyes glow with deep joy and satisfaction as he moves slowly through a moment in history that he has worked for , all his life . ON MANDELA 'S EYES . FADE EVER SO SLOWLY TO BLACK . THE END

EFFECT In complete silence the silhouetted grey shadow of a baseball player at bat fills the screen . The background is a tone of black . The player stands motionless for a few seconds and then commences waggling his bat as if preparing to hit . Since he is a right handed hitter he stands front to audience and watching for the ball to come from his left . Slowly he ends his waggling by pulling his bat way back , stands thus posed a moment . then swings hard . Instantly we hear the familiar crack of bat against ball . Almost simultaneously there is the roar of a baseball crowd , our music comes in , and our picture title , THE JACKIE ROBINSON STORY , hits the screen . Now , as subtitles appear , they show against a continuation of other baseball scenes in silhouette : a figure running , sliding , jumping for a high ball , throwing , etc. . With the end of the titles we STOCK SHOTS Professional baseball scenes vintage of 1919 : crowds in parks , flying pennants , action on the diamond . CLOSEUP On one of the park pennants we read the inscription : WORLD SERIES , 1919 . CINCINNATI VS. CHICAGO . STOCK SHOTS We continue the stock shots now , perhaps even showing closeups of such baseball immortals as mentioned by our narrator -LRB- a phantom voice never identified -RRB- whom we now hear .GEORGIA ` CROPPER COUNTRY PANORAMIC -LRB- STOCK -RRB- DRAB , FLAT ROAD LONG SHOT Into the scene , far distance , moves a rude , mule - drawn wagon . THE WAGON FULL SHOT Holding the reins is an old Negro in well - worn , farmhand clothes . Beside him on the seat and holding a sleeping baby in her arms is a Negro woman , about thirty . She is dressed in the best that a poor woman of her time and place might be able to afford - a store suit , but re - tailored to fit , and neatly pressed . Between them sits a two year old girl , also in her starched best . Behind , standing and sitting amidst some cheap suitcases , are three other children , two boys and a girl , from four to ten years of age . SAME - CLOSER The cry of a far - off train whistle comes to the group . The mother shifts about in an expression of nervousness and glances back at the children behind her . The whistle has caused excitement among them . The oldest girl leans forward to her mother eagerly , apparently wondering about the train . GIRL - MOTHER CLOSE SHOT The mind of the mother is too pre - occupied to permit her to give the girl more than a fleeting smile and then she turns back .THE WAGON LONG SHOT The old man is whipping up his mules to hurry them along . DOUBLE SEAT IN DAY COACH - NIGHT MEDIUM SHOT The mother and her brood are asleep . She is against the window , the baby still in her arms , and her head fallen back against the headrest . Alongside her is curled the two - year old girl . Half - sitting , half - slumped against each other on the seat opposite are the next two youngest children , and lying on blankets on the floor between the seats is cramped the oldest child . Once , as the narrator talks , the mother opens her eyes slowly , looks her children over , makes a slight re - adjustment of position here and there among them , then lets her head fall back again . ESTABLISHING SHOT - RAILROAD STATION - PASADENA CALIFORNIA - DAY - -LRB- STOCK -RRB- A taxi in front of the station takes on Mrs. Robinson and her children . The driver helps with their luggage and then pulls away from the station . Except for music , the scene is silent .

In 1919 American professional baseball, slowed down by World War I, was picking up speed again. It had its Babe Ruth who was astounding the country by hitting 29 homers for Boston, its Ty Cobb then winding up a Hall of Fame career by leading the American League in hitting with a.384 average, Ty's great contemporary in Cleveland, Tris Speaker, its great pitchers, Walter Johnson, Burleigh Grimes, Herb Pennock. And, down in Georgia, it had something else. coming up. Name? Jackie Robinson. Race? Negro. Occupation? Infant in his mother's arms.

In the family history of every living American, except for the American Indian, there is the story of migration and settling and re - settling. Either the American himself, or an ancestor, had to travel to get where that American is today. Jackie Robinson was raised in Pasadena, California. This is how his mother, a widow, brought him and his brothers and sisters out of Georgia.

They had never seen anything like the city that was to be their new home. They looked and wondered and the mother told herself that sooner or later they would be well, if humbly, settled there. And - in time - they were. and very humbly.

This is n't Jackie - but when he was nine, and the family could n't afford to get him a baseball glove, this is how his mother helped him make a necessary adjustment to life. Jackie had found an old, dilapidated glove.

Between work and school Jackie, like this boy, did n't have all the time in the world to play.

All the things that boys find to do when they have to work through their schoolhood years, Jackie did.

This still is n't Jackie, but when he attended Pasadena Junior College he led in all sports, broke the National Junior College running broad jump record with a leap of 25 feet, six inches - a record set a few years earlier by his own brother, Mack!

playing football for the University of California at Los Angeles where he had won an athletic scholarship.

It was n't all touchdowns and cheers, however. There was also work.

Mrs. Robinson and the children in the taxi as they look out at the scene . -LRB- Stock shots of Pasadena 's business sections , then of the residential area are to be inter - cut . -RRB- WASHINGTON ELEMENTARY SCHOOL - DAY MEDIUM SHOT - AS FROM TAXICAB As children leave school , trooping out noisily and happily . Among the children are several Negroes .

The children and the mother gaze intently as they note Negro pupils among the white children . Then they gaze at each other as if it is something hard to believe . CLOSE ON TWO OF THE CHILDREN - -LRB- PROCESS -RRB- As they turn their heads to continue looking at the school even though the taxi is now some distance past it . TAXI DRIVING INTO NEGRO DISTRICT As CAMERA FOLLOWS TAXI , we see that we are now in a low - priced area of homes , stores , etc. .As narration fades , we STREET SCENE LONG A nine year old colored boy is running towards the Robinson home in high excitement . He is carrying a fielder 's glove at which he has to glance every other second though he is in full flight .ROBINSON HOME MED . SHOT The kid leaps up the stairs and into the house . ROBINSON KITCHEN MED . SHOT The kid slides into the kitchen , holding the glove out to Mrs. Robinson who is turning around from the gas range , and talks to her eagerly . MRS. ROBINSON CLOSEUP She takes the glove , examines it , and has to smile . It is badly frayed , the side stitching burst in a number of places , and padding extruding . Nevertheless , she nods and turns away . KITCHEN MED . SHOT Mrs. Robinson taking a sewing kit out of a drawer , the kid hopping around just in back of her and getting his head in her way . She goes to table , sits down , and commences threading a needle . MRS. ROBINSON AND BOY CLOSE She starts to take the first stitch . He asks her something anxiously . She nods reassuringly and his face lights up with a heart - wide grin . STREET SCENE - DAY MED . SHOT The same boy stands at a street corner , a bunch of newspapers at his feet , a dozen or so more under his arm , selling papers , both to car patrons and to pedestrians .The boy turns his back to camera as he sells a newspaper and we see the glove sticking partially out of his back pocket .

Running onto an empty lot where several other boys are playing ball in a make - shift game , is Jackie . One of the boys bats out a fly and Jackie scoots after it . -LRB- NOTE : The following shots , illustrating narrator 's talk , are quick , almost montage views , taken against any studio backgrounds already up and available . They are all angled to keep face of boy unrecognizable . and as shots progress boy gets bigger to indicate his growth . -RRB- INTERIOR Boy mopping a floor . EXTERIOR Boy delivering package to woman who opens door . EXTERIOR Boy piling up scrap lumber in corner of yard . EXTERIOR Boy pushing hand - truck loaded with sacks . EXTERIOR Boy driving small delivery truck , stopping and jumping out with parcel .ESTABLISHING SHOT - ATHLETIC FIELD - DAY - -LRB- STOCK -RRB- Track events in progress . Students and fans watching .BROAD JUMP PIT LONG SHOT - -LRB- STOCK -RRB- We get a bare flash of a young Negro lad in track suit taking his run and launching into a broad jump .AERIAL SHOT - LOS ANGELES MEMORIAL COLISEUM - DAY FOOTBALL GAME IN PROGRESS - -LRB- STOCK -RRB-

Football game in progress , thousands of fans watching . LONG SHOT - PLAYING FIELD THE TWO TEAMS IN POSITION TO START A PLAY - -LRB- STOCK -RRB- MED . LONG SHOT THE PLAYERS - -LRB- STOCK -RRB- As signals are called and a runner gets the ball . -LRB- From this distance we ca n't recognize any player or distinguish actual numbers on their uniforms . -RRB- MED . SHOT The player with the ball breaks through the opposing team 's line and dashes for the sidelines and toward camera .As player nears camera we recognize him as Jackie . Over scene is HEARD roar of the crowd . CAMERA HOLDS as Jackie runs into a CLOSE SHOT , then past camera .STOCK SHOT LONG Any shot of a player crossing into end zone for a touchdown , as opposing players trail after him . this , apparently , being the end of Jackie 's run . THE CROWD LONG They are cheering . FOOTBALL EXCERPTS - -LRB- STOCK -RRB- MONTAGE These should be actual shots of Jackie in action against various college teams during his UCLA days . -LRB- During these we should work in a studio CLOSEUP or two to let us take a good look at the man . -RRB- Each of the shots is identified by the narrator as follows :COLISEUM STANDS MEDIUM We see small section of student body watching game . Seated with two white girl companions is an attractive Negro girl -LRB- Rae -RRB- . After joining crowd in a cheer one of the white girls turns to Rae .As other nods -Rae laughs but is a little embarrassed at being kidded about it . The white girl sees this and pats Rae 's face , as you will to a child you are fond of , to indicate she meant no harm . FOOTBALL FIELD LONG SHOT Another quick shot of action on the field , with crowd roaring , as we

Jackie sure can run! How does it feel to see your future husband going wild down there?

Future husband? You're faster than he is! He has n't got that far yet.

Stay put. I was held up by Claire King. She just wanted to talk.

Still in some pain, are n't you? I think football is a wild game. I do n't think I like it.

Jackie, I'm sorry. I did n't mean to act so cold to the idea. I'm not even listening because. because I just do n't want you to go away.

No. I know you have to do something like this to get a start. I know. but that does n't make me like it.

I have to take my post - graduate nursing course in a hospital. I think I can get in Bellevue in New York. That's where I'll be.

That's where I'll be when you're ready. It's better that way. Something for me to do. You're more free.

Just like you. First thing one sees when you unpack is a baseball glove. or a pair of spiked shoes.

I did n't mean that I had ever seen you. why, Jackie! What do you.

I do n't know about 1960, but in five minutes I'm due back in the ward.

You're sure you want me to come to Florida with you? I've never been south.

A little. But that's not why I wonder about coming. I just do n't want to be in your way. You'll be busy with all that spring training. people wanting to talk to you.

Uh. to tell you the truth, I would n't be comfortable. I've never been south and I'm afraid I would n't know how to act. You probably do n't understand but. when one is n't accustomed to. well, sort of deferring. or whatever it is down here.

I'm afraid I'm not clear. Perhaps if you explained. I worry about making a mistake and getting Jackie into trouble.

Our shot takes in the tailgate of a furniture truck backed close to a warehouse - like entrance or loading platform . A tablet on wall of warehouse reading EMPIRE STORAGE COMPANY helps identify scene . A Negro of about fifty , strongly built , stands on truck tailgate waiting . Jackie , head hidden under huge club chair which he is carrying , walks into scene from warehouse .Jackie swings chair to truck where older man grabs it .Jake settles chair down , leans against it .Jake studies Jackie a moment , and then , with a slow , knowing smile , lifts chair up and disappears into truck with it .

It was good. You was good. But what's the use if you got to do this kind of work? I did n't have to go to no college to get this job.

Oh. something. This is n't getting me anywhere. I mean. this is n't getting us anywhere.

Oh. I mean I'm too big to be just ornamental. Keeps Mom and Mack hustling to pay my way. I've got to start in being real useful.

No. Just could n't sleep. I'm going out to see Mack. Want to talk to him anyway.

Yeah. I want to quit college. Right after the basketball season. when my scholarship is up.

You know Mom. She sees me as a doctor, minister or lawyer, perhaps. I'd like to please her but it just is n't in me.

It would mean years more in school - and the way I feel, I'd rather work at getting some kind of a sport job - an assistant coach - or a trainer - something like that. But I ca n't figure out which to aim at. Coaching jobs are darn hard to get.

Sure. I know. But I've got to go to work. I want to marry Rae. School's one thing - but you and Mom ca n't support me in marriage.

Coming out of Junior College to UCLA, the way I did, I only had a two - year scholarship to fit my athletic eligibility. Well. the scholarship is over.

My mother is 63 years old. She's worked as housekeeper, maid, cook, laundress, janitress and selling yard goods in a store to keep us kids going.

Ca n't take a chance. I ca n't expect more future than Mack. and with all his college he was n't able to get anything worth while. That's not worth ten more years of work for my mother.

Okay. Okay, Mom. It's an advance payment for playing professional football. I'm signed up to play for Honolulu.

No, Mom. I'm going there just to play a few games. They came to me when they heard I was going to quit. We can use the money till I get what I want. So I took it.

And then, maybe, I'll have some answers to all the letters I've been writing for a coaching job.

It'll be all right, Mom. Just give me a little time and you'll be proud of me.

May take us a little longer this way but it means a better start.

All right. And I am going around in circles. I do n't know how to beat that. But Rae. there's one thing I want you to be sure of.

It's something the Government set up to help underprivileged children - they get all sorts of training -

Looks that way. Anyway, I'm taking it before they change their minds.

So even if we do n't have a doctor in the family, we'll have a registered nurse, anyway.

I do n't know. Do n't know if I'll ever do anything with it again.

Excuse me. I have to effect a. a. a rapprochement, I think they call it.

Yes. But if I do n't get an answer soon I'll be back here looking for my old job.

You mean why do n't I spend fifty dollars train fare instead of a three cent stamp?

Yeah. and if I can stay with the Monarchs a couple of years I should be able to save up a little money.

I do n't blame you. Gee. a couple more years. Why do n't we set a wedding date for about 1960 and have it over with?

Nope. Said he was a scout for the Brooklyn Dodgers. Said Branch Rickey wants to see me.

He did n't say. Just wants to see me. Maybe to see if I've got two heads or something.

He's getting the train tickets and I'm to phone him at seven at his hotel.

On the strength of that I'm going to have dinner and go home to bed. It's been four days since we had a bed to sleep in and I'm going to get a nightful of it.

Just a minute, Mr. Sukeforth - if that's your name. I do n't know you and you do n't know me.

If Mr. Rickey did send you to see me, then I've made a big mistake - and I'm sorry.

It's still hard to believe. A lot of fellows come to the game and. you know.

I've got nothing against Brooklyn. But. uh. on the Monarchs we get all kinds of men who show up and talk big about signing us up for this and that. It's a kind of a gag.

More than wondering, Mr. Rickey. I'm most curious. Although. I sort of figured it out for myself.

You said that as if you were talking about organized baseball, Mr. Rickey. But I'm a Negro. There are none of us in big league ball. I do n't understand.

If I'm strong enough. If I should be the one on whom this all depends.

Yeah. I feel all right. Yeah, I'm sure. I feel swell. But what about?

I'm sure. I'm very sure. Not afraid, are you? because of all this fuss in the papers? I've never been south either, since babyhood.

Who'll want to talk to me? They talk about me. but not to me much. If you are n't there I'll just be alone once I'm off the field.

Why. Dem's the conditions that prevail. like Jimmy Durante says.

Do n't know if I'm good enough to make the Montreal team - so I'm not even thinking about the Dodgers.

That's too tough for me to answer. All I can say is that I'm going to do my best - as a player and on and off the field. How it'll turn out - I do n't know any more than you do.

Yeah, Pete. Thanks for looking at it my way but I bet you fellows are fed up with all the trouble I've caused. All the jumping around, cancelled games. ruction in the air.

It's the game. but I'll never get to play it, I'm afraid. I've got a hunch that maybe Mr. Rickey has enough, too. and maybe I'll be back with the Kansas City Monarchs in a few days. if they'll take me.

My walking papers. You must be caught up with all this melodramatic stuff. police chasing the team all the time.

I do n't get it. Not play second, you mean? Mr. Rickey, I do n't like first base. I'm not a first baseman. I did well at second last year.

Mr. Hopper - I really appreciate all the help you've given me. And I mean it, too, when I say that last year in Montreal was the happiest year I've ever had. Rae and I'd just as soon live there the rest of our lives.

You can trust me, Mr. Rickey. I ca n't afford to fail. My career is no longer a personal one, as you know.

You can put me down as an expert on being a colored American, with thirty years of experience at it. And just like any other colored person with sense enough to look around him and understand what he sees, I know that life in these United States can be mighty tough for people who are a little different from the majority - in their skin, color or the way they worship their God, or the way they spell their names. I'm not fooled because I've had a chance open to very few Negro Americans. It's true that I've been the laboratory specimen in a great change in organized baseball. I'm proud that I've made good on my assignment to the point where other colored players will find it easier to enter the game and go to the top. But I'm very well aware that even this limited job is n't finished. As I see it there has been a terrific lot of misunderstanding on this subject of communism among Negroes in this country, and it's bound to hurt my people's cause unless it's cleared up. I understand that there are some few Negroes who are members of the Communist party, and in event of war with Russia they would probably act just as any other Communists would. So would members of other minority and majority groups. Most Negroes - and Italians and Irish and Jews and Swedes and Slavs and other Americans - would act just as all these groups did in the last war. They'd do their best to help their country stay out of war ; if unsuccessful, they'd do their best to help their country win the war - against Russia or any other enemy that threatened us. I ca n't speak for any fifteen million people any more than any other one person can, but I know that I've got too much invested for my wife and child and myself in the future of this country, and I and other Americans of many races and faiths have too much invested in our country's welfare, for any of us to throw it away. I am a religious man. Therefore, I cherish America where I am free to worship as I please, a privilege which some countries do not give. And I suspect that 999 out of almost any 1,000 colored Americans you meet will tell you the same thing. But that does n't mean that we're going to stop fighting race discrimination in this country until we've got it licked. It means that we're going to fight it all the harder because our stake in the future is so big. We can win our fight without the Communists and we do n't want their help.

You been out of the Army a long time now, Jackie. Ai n't got yourself a good coaching job yet?

I hope that do n't happen, son. But if it does. I can sure use you.

Why do n't you go to them coaching places in person instead of writing them letters?

Just pushing a little old baseball around. Maybe there's something to that college stuff after all.

General shot campus showing college buildings b.g. and students either wandering around or lounging on ground .TREE TRUNK CLOSE Jackie sitting with back propped against tree reading book .Jackie looks up as Rae enters scene . He would get up but she slips down beside him before he can get started .Jackie instantly tosses book over one shoulder and takes one of Rae 's hands in his so she ca n't get away .Rae has to break down and smile and they are looking at each other as we FOOTBALL GAME - DAY - -LRB- STOCK -RRB- PANORAMIC Another game with stands loaded . STANDS SECTION CLOSE Rae and a few people around her . FIELD - -LRB- STOCK -RRB- LONG A player , indistinguishable , goes down under tacklers . STANDS CLOSE Rae wincing as voices , o.s. , yell :A white girl sitting with a boy friend in front of Rae comments :The girl pokes him and indicates with her eyes that Rae is seated right behind them . The boy looks back at Rae , then at his girl again with a non - committal shrug . LONG SHOT - THE FIELD - RAE 'S ANGLE As the players finally unpile . However , the ball - carrier lies there and two or three of his own teammates rush toward him . QUICK CUT - RAE - ALARMED CLOSE SHOT - THE FIELD Jackie on ground , ball under him , two or three players trying to help him to his feet . While they do so , the trainer rushes into scene to help them . CAMERA HOLDS as the trainer and another player help Jackie off the field . Over scene comes a cheer from the crowd , glad that Jackie is n't seriously hurt . However , he does have a decided limp . CLOSEUP - RAE She looks greatly relieved . MED . SHOT - JACKIE , TRAINER AND PLAYER As they walk toward camera , then past camera , on their way to dressing room , o.s. MED . CLOSE - AT ENTRANCE TO DRESSING ROOMS As Jackie , the trainer and another player walk into scene and enter the dressing room . All are quiet , and over scene we HEAR roar of the fans again .

Lights are on , there is a doctor 's bag on one of the rub - down tables , a dozen or so uniforms tossed on various chairs and on the floor near the lockers . The trainer and player help Jackie up onto a table and pull his jersey off . Jackie winces . TRAINING TABLE TWO SHOTThe player who helped Jackie off the field comes into shot . He is angry .JACKIE CLOSEUP Jackie mulls over the trainer 's words .FRONT STEPS ROBINSON HOME MEDIUM Jackie and Rae are sitting quietly on the steps . Mrs. Robinson comes out door just as Jackie slips his body down one step and lays his head against Rae 's shoulder . Mrs. Robinson , who has some knitting in her hand , goes to a chair in a dark corner of the porch . JACKIE - RAE CLOSEJackie gives Rae an amused side glance at this , then shrugs .He shifts about to look directly at Rae with a smile .She pushes his head around and away from her . MRS. ROBINSON CLOSE She sees this byplay and her face softens in a smile . Quietly she gathers up her knitting and gets up . FRONT STEPS MEDIUM Mrs. Robinson enters house . Jackie hears the door closing and looks around . Then he smiles down at Rae who smiles back in understanding . JACKIE - RAE CLOSEJACKIE CLOSEUP

I do n't know what's wrong with those guys giving it to Jackie like that. Just because he's.

Hold it! I knew before the game they were out to watch Jackie close. The trainer on their team told me. But it was because of his playing ability and nothing else.

I was n't kidding about that either, Jackie. They had respect for you out there. Plenty.

Say, Jackie. How's your brother Mack? I remember him when he went to the University of Oregon. and when he ran in the Olympics overseas. One of the finest athletes I ever met.

I think it's disgusting. young men battering each other. no better than just plain old bulls.

Somehow it does n't make sense. The only four - letter man we've had at UCLA in ten years. High basketball scorer for us in both years he was here. On top of that he's as fine a baseball player as I have ever seen. and it do n't mean a thing. He's walking out of here without anything ahead of him except a couple of games of pro - football signed up.

Sorry, boys - but you'll have to continue this later - right now Robinson's due on the field.

Jackie - this is Mr. Hopper - Manager of the Montreal Royals - Mr. Hopper - Jackie Robinson.

That true, Jackie, about your quitting at the end of the basketball season?

Well, do n't think I'll miss you. I'll make the first team after you're gone.

He is in bed , unable to sleep . He has a school book on a table beside the bed ; a small lamp is burning . He picks up the book and studies it for a few moments , but his heart is n't in it . A clock on the table shows that it is three o'clock in the morning . Jackie sighs deeply , then slowly starts climbing out of bed , still careful of his hip .

Standing by the gas range Jackie pours hot coffee into a vacuum lunch bottle . Two sandwiches are on a piece of paper . He corks the bottle and is wrapping up the sandwiches when we hear Mrs. Robinson 's voice .

Jackie walking along Colorado Avenue , or similar business street , deserted and lonely at this hour except for a street cleaner in the distance . Jackie carries the lunch package in one hand , much as he would a football . Sandwich and vacuum bottle are wrapped in the same , tight package . TRUCKING Jackie approaching street cleaner who , however , does not hear him because of the noise of his heavy broom and the fact that parked cars separate the two men . JACKIE AND CAR MEDIUM Jackie has reached car . He stops a second and we hear the street cleaner 's broom being pushed over the concrete . Jackie takes a few more steps , bringing him past the car . He stops and turns in the direction of the street cleaner .MACK MEDIUM We see that Mack , Jackie 's older brother by three years , and former University of Oregon track star , is the street cleaner . He is in the loose uniform of the town 's sanitation corps and is startled by Jackie 's words and appearance , then grins .JACKIE - MACKHe throws the package like a forward pass and Mack , shifting broom to crook of his elbow , snags it expertly .He is obviously very pleased .Mack opens the package , takes a sandwich and offers one to Jackie . Jackie shakes his head .Mack almost chokes on his first bite .Then , noticing the trash he has been sweeping , he smiles .Jackie nods . Neither of them is at all bitter about it . It is just accepted .During the scene , Mack has continued to eat and now he opens the thermos of coffee . Jackie shakes his head that he does n't want any and Mack pours himself a cup . As he starts to drink , a convertible filled with young people drives in sight , the youngsters singing a football victory song . Jackie and Mack watch it drive by . Banners and streamers hang from the car - all showing UCLA insignia . Mack grins at Jackie .Jackie grins back at him .He kicks at the pile of debris near them . Mack grins back at him , sighs .They sit in silence for a moment and CAMERA PULLS BACK and draws away from them , their figures small against the long , lonely , dark street .

What the. what are you doing here at this hour? Schoolboys should be in bed.

Man oh man - I can use some. Hope you figured I was a bit hungry.

Now you're talking. Let's sit down and take it easy for a while.

All I can say, Jackie, is that you ought to stay in college as long as you can - try to graduate - and keep at sports as hard as you can. Something might turn up. and as far as education goes - it'll do you good.

Funny place for a football hero to be sitting at this time of night.

Search me. We did n't bother with that kind of stuff when I went to college.

It's from the Kansas City Monarchs. It can only be one thing. an offer.

Never heard of the Kansas City Monarchs? It's a professional baseball team.

Oh, they knew about you from UCLA and some of the pro games you played at Brookside. They must have scouted you.

Hello. Yeah, Jackie, it's me, Mack. What are you? Huh? The Dodgers? The Dodgers! Yeah. Yeah. Yeah.

Listen, Mom. Jackie's got a chance to try out for Montreal - baseball - and maybe go with the Brooklyn baseball team afterwards. He'll be the first Negro in real baseball. But he has to promise that no matter what kind of trouble happens - and there'll be trouble -

Oh, not actually. but it could be nasty. you know. But he's got to promise not to fight back no matter what happens to him and he do n't know if he can trust himself to take it. Feels he'll feel like only half a man. And if things go wrong on his account it might be the end of Negroes in baseball. He does n't know what to do.

That was good, Mom. How'd you happen to think he could go to some church and talk to a minister?

A student about to enter calls to another student passing by .The passing student shakes his head and points to some books he is carrying to indicate he has to study .

`` UCLA loses four - letter athlete. Jackie Robinson leaving school.''

Economics, my boy. A man must live before he can play. And in order to live.

A practice session is on , the players just passing the ball around and shooting baskets . At the sidelines stands an assistant coach . JACKIE MED . SHOT We see him run to the basket , get the ball on a pass , and shoot . Catching the ball as it comes through the net he slings it far upcourt . ASSISTANT COACH MEDIUMGYM LONG SHOT The players break up into two teams and take position for the start of a game . JACKIE AND PLAYER CLOSE Jackie and the player opposing him stand together waiting for the opening whistle to sound .As Jackie nods -GAME LONG We see a few seconds of game skirmish , and follow Jackie down the court in a rush towards the basket which he ultimately shoots . JACKIE AND PLAYER CLOSE They are both panting a little now as they line up against each other again .The other player pulls his fist back as if to sock Jackie .They are both grinning as the whistle sounds and they jump into play again . BASKETBALL GAMES - -LRB- STOCK -RRB- MONTAGE We see Jackie in action against other college teams during the basketball season , and over each separate game appears a title identifying the particular rival college involved in the shot . After final shot we

A group of students on the steps of one of the campus buildings are reading the college paper which is held by one of them . GROUP MEDIUM One of the students is reading aloud .One of the other students rubs forefinger against thumb in the `` money sign . ''He makes the money sign again as we cut go :

Gee, that boy's gon na leave a hole behind him hard to fill. How come?

Jackie is taking his stuff from his locker and packing it in a small bag . The trainer we met in the football sequences and a student are standing by . Jackie is explaining something to them .His packing finished , Jackie shakes hands with both men .As Jackie exits the trainer turns to the student .

A pair of hands counting a roll of paper money , each bill being slapped down on a table . CAMERA MOVES BACK to reveal Jackie standing up and counting the money in front of his mother who is seated at the table . She seems puzzled as she looks at the bills and then up at him .She gives him a warning glance not to joke with her .He tidies up the bills and leaves them in front of her as he sits down .She is troubled as she looks at the money and then up at Jackie again . He shrugs .When she still does n't reply he smiles and reaches out to pat her folded hands reassuringly .She looks directly at him .

But I do n't like for you to play football. Is that why you quit college?

I was hoping you'd be here - your telegram came just a little while ago so I went out to get some things.

Maybe you can be there when she graduates - or whatever it is - from the hospital.

We ca n't advise you, son. You have to talk to somebody with better judgment. Somebody in New York you can sit down with.

Yes, you do, son. In Harlem there are churches and good men at the head of them. Find one. Tell him. And listen. It means as much to him as it does to you and all of us.

and take good care of yourself and let us know. What? No, we wo n't tell anyone until you let us know. Yes, just Rae. Good - bye.

He needed help and it just naturally came to me he could go to church.

Jackie and Rae are sitting on the front steps , apparently having reached a pause in their conversation which has left them both looking a little troubled . DOLLY SHOT CAMERA MOVES IN as we hear :As she nods mechanically -Rae turns to him quickly in sudden compunction .As he tries to talk -As she nods -As her face lights up -They smile at each other and then Rae leans her head back against Jackie 's chest . They stay like this , both gazing off , when she speaks again .They study each other 's faces .

A corner of a cabin . Jackie is typing away at a small table next to a porthole through which we can see a mid - ocean horizon rising and falling with the roll of the ship . Next to him is a small pile of letters already written . The distant clang of ship 's bells is HEARD . TYPEWRITER CLOSEUP We can see that the letter is printed `` S.S. LURLINE - HONOLULU BOUND . '' Under it he has typed the following heading and salutation : `` Mr. W.J. Jeffrey Athletic Director Overton College Overton , Calif. '' And that he is tapping out the first few lines of his letter which begins as follows : `` Dear Mr. Jeffrey : In application for an athletic coaching , or assistant coaching , appointment at Overton , I would like to submit the following qualifications . '' MONTAGE - FOOTBALL SCENES Opening with STOCK of Hawaii , then into clips of several football games , ending with a SHOT of a steamship leaving Hawaii .

He is walking up to the house , carrying a suitcase in each hand . CAMERA HOLDS as he reaches front door .

He lowers suitcases and knocks at the door as he finds it locked . He waits a moment , gets no answer , then finds his own key and unlocks the door .

As Jackie enters , places his bags on the floor and closes the door behind him . He stands there for a moment , then goes toward a table where there are several pieces of mail . JACKIE AT TABLE MED . CLOSE He picks up the dozen or so letters and finds that four of them are for him . He sits down , opens and reads them , one by one . We do not see the first two which he crumples up and drops into a wastebasket . The third one he re - reads and thinks about for a moment , then places it to one side . The fourth he reads and crumples again and discards with the others . Then he rises and walks back and forth as he thinks . After a moment he stands at the living room window and stares out silently . CLOSE - JACKIE He stares out of the window , then sees something , turns and heads for the front door .

Mrs. Robinson is walking up toward the house , carrying two large sacks of groceries . Jackie hurries to meet her , greeting her and taking the packages at the same time , even as they embrace .He knows that she intended to get some extra - special food for a homecoming dinner . CAMERA PANS them into the house .

Jackie and his mother enter and pass through into the kitchen .MED . CLOSE AT KITCHEN DOOR As they enter kitchen to put down the packages .She comes back into the living room , heads for the table where Jackie picked up his mail . As Jackie reenters :She turns to him , hoping that he will have some good news . He smiles at her , then moves over and picks up the letter he saved and hands it to her . TWO SHOT - FAVORING MRS. ROBINSON As she reads the letter .Mrs. Robinson looks at the letter again , then back at Jackie .She moves to the sofa and sits down as she talks .He turns , picks up his suitcases and starts through the hall door with them and we

This is a room in the nurses ' quarters of a large hospital . Everything white , clean , uncrowded . Rae , in graduate nurse 's uniform , is seated at a desk reading a letter . On the desk is a picture of Jackie - in civilian clothes . There is a box of stationery , ink , pen , etc. , on the table in addition to several books . CLOSE - RAE READING LETTER She shakes her head , smiling a bit , but with a bit of sadness . INSERT PORTION OF LETTER '' . I 'm enjoying my work with the kids and the Association has been fine to me . I 'll be leaving it soon , though , as the Army has called . But at least , I can stop worrying about the future for awhile . '' BACK TO SCENE Rae folds the letter and smiles in sad contemplation as we hear her thinking voice paraphrase Jackie 's last sentence :We know that she will really start worrying . She glances at the framed photograph of him . As we look at it , Jackie 's clothes change into the uniform of an Army Private . ARMY POST - -LRB- STOCK -RRB- MONTAGE If obtainable we will show quick scenes of Jackie 's army life as he supervises various athletic activities .

There is a picture of Jackie in the uniform of an Army private . The uniform fades and is replaced by the uniform of a first lieutenant . CAMERA PULLS BACK from photograph and we see that Rae is writing a letter . INSERT LETTER - RAE 'S HAND WRITING '' . so I will be finished with my course in two weeks and then go back home . When you get your Army discharge I 'll be waiting for you in California . '' ESTABLISHING SHOT - ARMY POST - DAY - -LRB- STOCK -RRB- This is supposed to be Ft. Breckenridge , Kentucky , although it can be any large Army installation as long as it remains unidentifiable . STOCK SHOT - SOLDIERS Marching , training , etc. . STOCK SHOT - MORE SOLDIERS Entering and leaving barracks , etc. .

He is packing a suitcase and an Army bag . CAMERA PULLS BACK to reveal another Negro officer with Jackie . This man sits on a bunk - both are dressed in their uniforms . Jackie moves to a chest and takes some clothes and stuffs them into the Army bag . Then he takes a photo of Rae off the wall and packs that in the suitcase . The last thing he removes from the chest is a fielder 's baseball glove .INSERT JACKIE 'S HANDS stuffing glove into his bag . CLOSEUP - SAME BAG As Jackie 's reaches into it and comes out with the glove . There is a burst of laughter as CAMERA PULLS BACK to show that Jackie is home and unpacking his bag in front of Rae , Mrs. Robinson and Mack , all three of whom are laughing .Jackie draws himself up a little stiffish and addresses Rae in formal tones .She flounces from room and Jackie motions to his mother and Mack as he prepares to follow .He hurries after Rae while Mrs. Robinson looks after him and then turns to Mack to ask with suspicion edging her voice :

Same scene as Scene 43 . Jake is standing on back of truck maneuvering a settee onto its legs when Jackie walks into the scene and smiles up at him .The two are laughing , with Jake sounding off in wild whoops , when Mack 's voice is heard , o.s.They stop laughing and turn around as Mack runs into scene carrying a letter which he hands to Jackie .Jackie tears letter open . JACKIE CLOSEUP He is reading letter . MACK AND JAKE MEDIUMJake jumps from truck and is so intrigued he takes letter from Jackie to puzzle over it himself .LOS ANGELES COUNTY GENERAL HOSPITAL - -LRB- STOCK -RRB- PANORAMIC NAME PLATE HOSPITAL CLOSEUP

Just a table in a corner at which sit Jackie and Rae , the latter in white uniform of a nurse , and with Coca Cola bottles and glasses before them . An air of sadness seems to have overcome both of them .She nods , but not with any particular enthusiasm . Jackie notes this and nods slowly in agreement with her reaction .Rae does n't think it is funny , even if it was n't meant to be . She stands up and looks at her wristwatch .Jackie gets up and puts some coins on the table .They stand looking at each other , both with blank faces , unable to fathom either how to solve their problem or what lies ahead of this new development as we ESTABLISHING SHOTS - KANSAS CITY - DAY - -LRB- STOCK -RRB- Over scenes are SUPERIMPOSED the words : KANSAS CITY .

The playing field . A game is in progress . WIDE ANGLE SHOT - THE STANDS A fair - sized audience , practically all colored .

Jackie , in uniform , is sitting in a corner of dugout alongside an older man , apparently the manager .As Jackie starts away -Jackie considers this , nods , and then walks away quietly . The manager shakes his head as if doubtful that Jackie can come through on this order . SIDELINES MEDIUM Jackie , bat in hand , moves `` on deck '' and squats , waiting his turn . BATTER A Monarch player waggling bat viciously as if daring pitcher to throw one in the groove . UMPIRE BEHIND BAT Holding a `` two - three '' count up with his fingers . PITCHER Gazing contemptuously towards batter , winding up and throwing . BATTER Striking out with a tremendous swing , he yells in fury and starts pounding the ground with his bat in anger . SIDELINES MEDIUM As Jackie moves to plate he passes the retired batter . The latter is still gesticulating angrily , but as he passes Jackie he winks at him and we know it is all an act for the fans . GRANDSTAND - -LRB- STOCK -RRB- As loudspeaker announcement is heard :PLATE CLOSE Jackie takes his stance . The catcher squats and begins talking it up .As the catcher is talking Jackie turns and nods to him as if grateful for the expected gentle treatment . PITCHER CLOSE He acts interested in what catcher is telling him , then nods as if in gentlemanly agreement with the policy of treating a new man with consideration . He begins his windup slowly but when he finally whips the ball it is with everything he 's got . PLATE CLOSE The ball streaks past Jackie 's head so closely that he has to fall to ground to avoid getting beaned . As he gets up , acting fully bewildered , the catcher runs to him and helps him dust his clothes , simulating deep concern . Jackie gazes at catcher , and then at pitcher , with great suspicion . GRANDSTAND SMALL SECTION The spectators are enjoying this byplay hugely . PLATE CLOSE Jackie waiting and showing determination to hit . He swings and hits . but does n't run . GRANDSTAND ROOF LONG The ball going high over the stands and onto the roof . PITCHER A new ball is thrown to him . He begins his windup and throws . PLATE CLOSE Jackie swings and misses , so hard that he is carried several feet from plate and ends up facing stands . He acts angry , pulls his bat back of him with one hand and looks as if he is going to sling it into the seats . For a moment he stands thus , wrestling with himself almost , as if trying to control his temper . There is a roar of excitement from the spectators , and then Jackie lets the bat down . Lowering his head in deep dejection he starts walking back to the dugout . The crowd 's yelling now turns to laughter . DUGOUT MEDIUM As Jackie steps in to resume his seat next to manager .As Jackie nods -As Jackie looks up -JACKIE CLOSEUP He casts an amused look at manager from under his eyebrows .INFIELD LONG The Monarch batter hits a pop fly and the side is retired . The Monarch team , including Jackie who goes to shortstop , takes the field . The infielders snap up ground balls thrown by first base and we get our first glimpse of Jackie in action as a fielder . JACKIE MONTAGE Various shots of Jackie in action as a shortstop ; picking up a ground ball and shooting it to first , covering second and throwing to first for a double play , backing up the third baseman on a hot grounder and recovering when the latter boots one . SCOREBOARD CLOSE A series of ciphers show three innings have been played . In the fourth inning slot the figure `` 1 '' appears for each team , and then further ciphers appear up to the beginning of the ninth inning . INFIELD LONG The Monarchs come running in , including Jackie who goes to the bat rack . JACKIE CLOSE He selects a bat and heads for the plate . SAME - CLOSER JACKIE AT PLATE Jackie first takes a strike , then cuts at the next pitch and lines a double into the field . The crowd yells . FULL SHOT - THE FIELD As Jackie runs , then slides into second just in time to beat the pitch from the outfield . He gets up and dusts himself off as the second baseman , ball in hand , grins at him .Jackie grins and the second baseman returns the ball to the pitcher . As he throws , Jackie suddenly lights out for third and catches the pitcher flatfooted , not expecting such a daring play . The crowd roars as Jackie slides safely into third . CLOSEUP - PITCHER Looking disgusted with himself . CLOSE SHOT - JACKIE ON THIRD Grinning to himself . He obviously loves the sport and enjoys a spectacular play . He takes a long lead , teasing the pitcher . FULL SHOT - THE FIELD The next batter flies to the infield and Jackie gets back to base in time . The shortstop holds the ball for a moment , then satisfied that Jackie is holding the bag , tosses to the pitcher . The moment the ball leaves his hand , Jackie has started for home . By the time the pitcher catches the ball and relays it to the catcher , Jackie is sliding in safe at home plate . The crowd roars approval of his daring base - running . MED . SHOT - AT DUGOUT As Jackie returns . Several players grin and ad lib their approval of the way he has handled himself . As the game continues , one of the players , Slim , moves close to Jackie and starts a conversation .MONTAGE This is designed to show the nomadic life of these ballplayers . A. Players piling into their own bus at night . B. Players inside bus , half asleep as they travel . C. Shots of game , including Jackie getting a hit . D. Bus traveling again . E. Players dressing on bus , getting into their uniforms . F. Players emerging from bus at ballpark , going right onto field as if they 've delayed game by late arrival . G. Inside bus again ; night , players asleep , some still in uniform . H. Game in progress . Jackie in good fielding play . I. Shot of fans showing their appreciation of game .

This being your first game I was going to hold you out a couple of innings but maybe you want to take a lick at bat now?

And look! Uh. we give them a show out there, Jackie. If you make an out, act mad. If you think you get a bad call on a ball, talk it up. They like that here.

Now batting for Kansas City Monarchs in place of Rumley - Jackie Robinson!

This is a new boy, Bill. Take it real easy with him. Do n't discourage the new boy. Nice and easy! Nice and easy!

Make four hundred mile jumps between games. Only chance we ever get to hit a bed is in a two or three game series.

Jackie Robinson up again. He got a hit once and walked once. Let's see what he does now.

Jackie is not biting. They've got the wrong man. It's ball three now and the pitcher's on the spot.

When Branch Rickey announced that Jackie Robinson had been signed and would play for the Montreal farm club there was plenty of excitement. Almost everybody had something to say about it - and what's more - they said it!

. The talk came from high places in baseball as well - with many a club owner declaring that they would n't stand for it. But there it was. What would they do about it? It is something we wo n't know until the season starts in a few weeks in Florida.

Well, here is Jackie Robinson up again in the last exhibition game before the start of the official National League season. Jackie has had two chances to show whether Rickey is wrong in not signing him for Brooklyn - and failed to get a hit both times. Let's see what he does now with a man on first to bring in.

That was n't so hot. An easy double play. It's hard to believe after the sensational reports of Jackie's playing in Cuba. Well, everybody has a bad day and I imagine he is feeling pretty blue now as he runs towards his dugout.

Wait a moment! Something's going on at the Montreal dugout. All his teammates are running out to greet him as they would a hero! What in.

Today, ladies and gentleman, near the close of the 1949 baseball season, a great National League player, and outstanding American citizen, is on his way to Washington. His name is Jackie Robinson. He is n't going there to play ball. But he is going to talk about how an American patriot plays ball with the country that extends him the right to fight for freedom. He has been asked to discuss the patriotism of the American Negro. before the members of the Un - American Activities Committee.

What you want now, Leander? I turned the radio off. Go to sleep.

Sixteen of us. in the bus outside. How's chances of getting a late dinner?

How about sandwiches? Could you have the chef make some up for us?

Yeah. but do n't pour it until the sandwiches are ready, please. so the coffee will be hot.

Oh. Thanks. Then we'll go up the road and be back in fifteen minutes.

They're feeding us. That's all. I told them we're goin' up the line a bit.

What's the matter with you? Did n't you pitch and win yesterday?

He's right. We're all in the same boat. Get enough to get by - but nothing to put by.

But none of us have ever been signed for Brooklyn yet. That's a new one. You ought to take Bill and me out and show us a good time on the strength of that.

The Monarch bus drives down highway , toward camera , which PULLS BACK and PANS as it disappears down highway , L. to R.

As it drives past . Through the windows we get a glimpse of the players .

In the dim illumination we can see the players , a few asleep , most sprawled out and listening to a major league night game broadcast . BUS SECTION CLOSE Slim has a portable radio on his lap . Jackie is in seat behind him .HIGH - PITCHED WAIL FROM REAR OF BUS Shut off that radio ! I want to sleep .There is a general murmur of disgust from all in the bus .There is a lull as everyone settles back with closed eyes . Then the plaintive voice of Leander is heard again .ANOTHER BUS SECTION CLOSE Several players open up their eyes and consider this . They look at each other and seem to indicate Leander has something . DRIVER The bus driver looks back and then at the manager who occupies a front seat . SLIM CLOSEJackie compresses his lips and nods as if it is n't a bad idea at all . Almost immediately other players pick up Leander 's word and we hear them .DRIVER CLOSE He checks manager who nods in agreement . Driver nods back and peers ahead .

It's two and two on Greenberg as Feller winds up. and it's ball three.

There's the windup again. and Greenberg SWINGS at a high one and he's out!

Yeah. hungry. I can eat. About time. got ta get out of here anyway. I'm for it!

They've had to announce it to the crowd here, ladies and gentlemen. What we heard from Cuba was right. Jackie Robinson was good enough to be signed by Brooklyn. He's a Dodger - finally!

You've made it, Jackie! The announcement just came out! You're a Dodger, boy!

We see a forlorn - looking combination filling station and lunch room , with several cars parked around .

As the players , full of good humor , move around in their seats , trying to see the lunch room .

As the bus pulls in and to a stop . FULL SHOT - IN BUS The players , Jackie included , peering through the bus windows , studying the almost deserted roadside cafe .The players look at each other and finally Slim gets to his feet . He combs his hair and brushes at his clothes , trying to look as presentable as possible . The others watch him as he leaves the bus .

Slim starts toward the cafe . He hesitates at the door for a moment , then enters .

A plain eating spot with one long counter , usual coffee urns , and wall aperture through which the chef can be seen in the kitchen . Three male patrons are seated together halfway down from the door , and the counterman , about thirty , is leaning against the wall talking to them as Slim enters . The four look towards Slim without any welcome and wait till he approaches .COUNTERMAN - PATRONS MED . CLOSE The patrons look to the counterman to see what his reply will be . He notes their stare and then folds his arms .The three patrons now swing their stare on Slim . SLIM CLOSE He seems not surprised and is ready with his next question .COUNTERMAN CLOSE He seems to be considering this but before he can answer an offstage voice is heard :KITCHEN WINDOW CLOSE The chef , a rugged , elderly fellow is looking through the window . SLIM MEDIUMCHEF CLOSECHEF - SLIM MEDIUM Slim walks to chef as he replies .The counterman walks into scene and stoops under counter to get a roll of paper containers .He indicates outside with his thumb .The counterman sneaks a quick look towards window but the chef is apparently too busy to hear this . He turns back to Slim .SLIM MEDIUM His face is expressionless .SLIM - COUNTERMAN MEDIUM

Make you about sixteen beefs, sixteen ham and eggs. That be all right?

Hey, dare, big boy! What you - all doin' on a white man's field?

Shooting towards front entrance as Slim climbs aboard .Without another word the driver starts the motor up .

We see the bus coming to a stop alongside a wooded section . The door opens and the players straggle out . One by one they disappear from sight as they walk into the woods and bushes - as we

Now everyone but the driver is asleep , stretched out in the various and often grotesque postures typical of bus slumber .

Any sort of corridor in which Rae , in hospital uniform , meets another colored nurse . Rae carries medical tray .They smile and pass on . ESTABLISHING SHOT - CHICAGO SKYLINE - DAY - -LRB- STOCK -RRB-

` Morning, Rae. I read about your Jackie last night. He's been going great for months. He write you?

A fair - sized crowd , players warming up on the field , but the game has n't started .

Several players stand near the dugout , throwing balls back and forth . Taking it easy as they warm up . Since most of them are watching those players on the field , we realize that the Chicago players are those practicing ; the Monarchs are waiting for their turn .

Jackie and Slim enter the dugout from clubroom runway and notice Bill Piedmont , a pitcher , sitting alone , somewhat disconsolately . Jackie and Slim settle down on each side of Bill .He walks off . Slim watches him and turns to Jackie . SLIM CLOSESLIM - JACKIE TWO SHOT Slim gets up .He does n't finish but walks out on field leaving Jackie alone . Jackie sits thinking and we can hear Slim 's words echoing in his mind .Someone calls Jackie and he snaps out of his reverie and runs onto field .

How much does a twenty game win pitcher get paid in the major league?

You'll find a lot of these cranks showing up. I do n't know what makes'em do it. Last year I was signed to pitch for the Giants, Senators and Cincinnati.

Centering on Jackie at shortstop as play begins . We HEAR the crack of a bat and Jackie shoots over to his left to make a pickup and throw out to first . It is a neat , fast play . PLATE CLOSE Jackie stepping up to bat . RADIO ANNOUNCER CLOSE We see him talking into his mike .PLATE CLOSE The ball flashes by Jackie , low . He makes no move . ANNOUNCER CLOSEPLATE Jackie waggling his bat , drawing it back . but failing to swing as the ball comes by low again .PITCHER CLOSE He is plainly nettled as he receives ball , gets catcher 's sign , and winds up . PLATE MEDIUM From behind catcher . We see Jackie poised to hit , the ball coming . and Jackie merely lifts his elbows to let ball come through .ANNOUNCER CLOSE He is laughing .PITCHER CLOSE He wipes sweat from brow . Winds up and - PLATE MEDIUM The ball comes by and without waiting for the umpire 's call Jackie tosses his bat aside and makes for first . ANNOUNCER Laughing again .INFIELD FULL With the first baseman in the act of tossing the ball back to the pitcher - the ball still in mid - air - Jackie is off on a dash to second . The pitcher is rattled , fumbles momentarily , and then gets off a high throw . Jackie is safe on a long , hooked slide .

Monarch players are tumbling into the dugout from the field , ad libbing about winning a tough game .

We see Jackie loping along towards dugout . Suddenly his name is called and he looks towards the boxes .Jackie pauses , then veers toward the box seats . BOX SEAT MEDIUM Sukeforth is standing as Jackie enters the scene . Sukeforth extends his hand and Jackie takes it . wondering and perhaps a little suspicious that he may be dealing with a crank .Jackie neither changes expression nor acknowledges this in any way . Sukeforth climbs out of box onto field and takes Jackie 's arm .They start off , Jackie still wondering .

My name is Clyde Sukeforth. I'm with Branch Rickey. of the Brooklyn Dodgers.

Frankly, I do n't know. Can you leave for Brooklyn tonight with me?

Great! I'm at the Palmer House. I'll arrange for our railroad tickets and suppose you phone me at the Palmer at seven?

Playing hard to get or something? Or just trying to make a fool out of me? Acting like a smart guy. making me miss my train.

Oh. You thought I was giving you the business! I should have thought of that.

When Mr. Rickey told me to come out here and talk to you, I did n't think I was hearing right myself. but here I am.

The only thing I can think of. and I've got no right to suggest it. just between us.

There's talk about an all - Negro football team being started by Mr. Rickey. the Brown Dodgers.

I do n't know. But he wants to see you and he's paying your fare. both ways if you come back. What do you say. yes or no?

You'll just have to make up your mind, quick. I ca n't tell you any more. I do n't know any more.

Yes, this is Jackie Robinson. and it looked for a while as if I was n't going to get him here.

I've never seen anything like it before. His fielding was only fair, as you know. He was new to first base. But, at bat! For the seven - game series Jackie stole seven bases and hit.625!

Stopping outside the dressing room door , Sukeforth begins talking again . Several Monarch players , including Slim , walk by and look at them curiously .Jackie is taken aback by this , then , after studying Sukeforth , he suddenly nods his head .They shake hands and Sukeforth leaves . Jackie stands looking after him a moment , his head shaking in wonder . Then he enters dressing room .

Jackie reaches his locker and starts pulling his shirt off . Slim enters scene accompanied by Bill , the pitcher .Slim and Bill join in the laughter and Bill lets his hand fall on Jackie 's shoulders .

He is in bed , sound asleep , when a knock is heard at the door . Jackie rolls over a bit , paying no attention . CLOSER - JACKIE As he lifts his head sleepily when the knocking continues , louder this time .There is silence for a moment , then a dry , angry voice is heard .CLOSE UP - JACKIE He appears stunned , is completely motionless for a moment , then snaps on the bedside lamp . The room is illuminated for the first time and we see that it is a cheap one , poorly furnished . On the dresser is a framed picture of Rae .He gets out of bed , in his pajamas , and hurries to open the door . From his expression he still is n't sure what to expect . MED . SHOT - AT DOOR As Jackie opens it and an annoyed - looking Sukeforth enters . They stare at each other for a moment .He moves into the room , angrily continuing to berate Jackie .TWO SHOT - FAVORING JACKIE He is growing indignant at this treatment from a man he is not sure of . He controls his temper , but nevertheless makes himself plain .Sukeforth looks at him sharply . Jackie hesitates , then continues .Sukeforth does n't understand for a moment . Then , angrily , he reaches into his pocket , brings out his wallet and gives Jackie a card . INSERT CARD IN JACKIE 'S HAND BACK TO SCENE Jackie looks up from the card , puzzled .Jackie relaxes a bit and waits for Sukeforth to continue .He looks around the room , then back to Jackie .As Sukeforth nods in agreement -Jackie looks around the room , plainly at a loss .ESTABLISHING SHOT - NEW YORK SKYLINE - DAY - -LRB- STOCK -RRB- EBBETTS FIELD - BROOKLYN - DAY - -LRB- STOCK -RRB- A game is on .

Jackie and Sukeforth round a corner and walk down the hall toward camera . CAMERA PULLS BACK and PANS to a doorway on which is printed : BROOKLYN BASEBALL CLUB , INC. . Branch Rickey , President . CAMERA HOLDS as Jackie and Sukeforth walk up to the door . Sukeforth opens it without knocking and leads Jackie inside .

An attractive secretary sits at a desk . Two doors lead into adjoining offices . On the walls are signed , framed photographs of some of the old and new Dodgers .Sukeforth leads the way to a door marked `` MR. RICKEY . '' He opens it and motions Jackie to step in first .

On Rickey , as he looks up towards camera from his desk in a good - sized , well - furnished office , decorated with additional pictures of baseball notables - officials as well as players .He stands up , warm of face and manner , but we can tell from the look in his eyes that he is making a quick and keen study of Jackie .DESK AREA SIDE SHOT As Sukeforth and Jackie come up to desk .JACKIE CLOSE As he takes a chair .RICKEY - JACKIE TWO SHOTJACKIE - SUKEFORTH CLOSE TWO SHOT Jackie is bewildered . He looks towards Sukeforth as if for help in understanding but Sukeforth 's expression is just as puzzled . Then Jackie turns back and his face hardens a bit .DESK - THREE SHOTJackie and Sukeforth consult each other with another glance as Rickey falls silent a moment . RICKEY CLOSEUP Leaning forward to Jackie .JACKIE CLOSEUP He is flabbergasted and , at the same time , beginning to feel an excitement which he can not well hide . But he is also puzzled , and his hand goes to his chest , indicating himself , as he manages to get out one word .DESK AREA THREE SHOT As Rickey stands up and shoots a finger out at Jackie as if guessing what is on his mind .Rickey turns and gazes out of the window .

Oh, sure! Sure! Sure! But did n't Clyde show you his credentials?

Oh! Yes! Yes! We are thinking about that. But. that's not what I want you for.

I have been looking for someone like you - an intelligent, educated, good Negro ballplayer - for some time. I needed a man whose character was well regarded and whose background was unblemished. As far as we can find out, you are such a man. You might as well know now. we've done a lot of checking up on you. I can tell you your life story from Georgia to where you are sitting now. It may be that you will be the first Negro in organized baseball.

Why you? Let's get this straight so we can all understand it. It's too important for anyone to have a false impression. People are going to shoot at us. we must know where we stand. I did n't call you here because I want to do something for you, or for your race, or for the Brooklyn Ball Club. I want to do something for all of us. All of us Americans.

And. I know they can. and maybe baseball can show the way. because baseball is wholly and peculiarly American.

That's why I called you here, Jackie. Do you want to get in on it? Because it starts with you!

That should be enough. But I want you to know exactly what you are getting into. I'll do my part. You must n't let me, or all of us, down. Jackie, we ca n't start you with Brooklyn. It would n't be fair to both of us. We do n't know if you're major league or not.

We'll let you try out for Montreal, one of our farm teams, and later hope you make Brooklyn. But aside from that, if and when we announce you for even Montreal. do you know what's going to happen? The papers? People? Other players? Other clubs? The reaction in the south?

And if we get over that and you actually start with Montreal - Will you stand what you're going to have to go through? The razzing. the cruel, unfair razzing that every player gets, and the special razzing, the special name - calling you're going to get. Can you stand it?

You're not going to be able to fight back. no matter what the offense.

That's what's going to make your job so tough. No! I want a fighter every time. I want a man in there for everything he's got! But. you'll have to take it. not fight back. and yet, do it so that somehow it's no discredit to you. so that somehow the crowd will sense it's not cowardice that is stopping you but something deeper. If, and when, you can put that over. your troubles are over. No player will bother you, no man will unfairly attack you by name or epithet, when you have established that with the baseball public. Because the very core of Americans is fair play. once they have felt the true situation involved.

Jackie, I know from your background that you've been spiked and beaned in baseball, you've been clipped and two - way tackled in football, you've been banged around on the street. That's what you face now. And you do n't dare yell copper. or fight back. You do n't dare because more than you. much more than just you. hangs in the balance.

Because he's been trying so hard he's thrown his arm out. it wo n't be so hard on him at first.

I suggest that you catch our first exhibition game - two weeks from today.

Pete. better go out on the field and take a look at Hugh's hand. He caught one on the knuckles.

I'll give it to you. Jackie. you are now officially a Montreal Royal. You have made the team. Okay?

Jackie, your team begins a seven game practice series against Brooklyn today. I want you to play first. I want you to play like you've never played before. Last year at Montreal does n't mean a thing. This is it. This is where you decide whether Brooklyn wants you. and by Brooklyn I do n't mean me - I mean the Brooklyn players. I want you to run them ragged, on the bases, in the field, at bat. Run wild. Steal their pants off. They know they are definitely weak at first. They want to win the pennant. Make them wonder if their chances would n't be better if they had you. If they wonder loud enough. I'll get you for them.

It's a tough problem. Most of the players see his value, a few do n't. That still leaves a Dodger team divided against itself. I do n't want that.

My congratulations, Jackie. The going is still going to be tough. But I can trust you now to take what comes and not lose your head until you win the National League players over like you did in the International League.

The park is crowded with fans . -LRB- The Brooklyn Ball Club offices are not near Ebbetts Field ; they are in downtown Brooklyn . But the liberty we take is not offensive and should not be objectionable to anyone . -RRB-BASEBALL CROWDS - ANY PARK - -LRB- STOCK -RRB- MONTAGE Selected to illustrate Rickey 's continued speech . -LRB- Great care should be taken here as the proper scenes can lend pointed and heartwarming emphasis to this important , key scene . We see Negroes and Whites laughing together , growing tense together , gulping with relief as some emergency is met . We may have a group CLOSEUP which might include -LRB- this may have to be staged -RRB- an American executive type , a Negro and a Jew , suddenly all filled with heartbreak or dismay as a hometown hero has apparently struck out , or some other bad break has ensued . In no case need we show what they are watching . The faces of the crowds can express the typical emotional situations that come up in any game . -RRB-OFFICE MED . Over heads of Jackie and Sukeforth towards Rickey still looking out of window . He turns back and finishes quietly .JACKIE CLOSEUP He is looking at Rickey with new eyes . RICKEY CLOSEUPJACKIE - SUKEFORTH TWO SHOT Sukeforth looks to see what Jackie 's answer will be , and Jackie begins nodding slowly , and replies , not as if he is talking to Rickey , but as if he is asking questions of himself . because this is serious .When Rickey remains silent -RICKEY - JACKIE TWO SHOTJACKIE CLOSEUP He nods . He agrees .JACKIE CLOSEUP He nods . RICKEY CLOSEUPJACKIE CLOSEUP He nods . RICKEY CLOSEUPDESK THREE SHOT Both Rickey and Sukeforth wait for Jackie 's reply . Finally it comes .RICKEY CLOSEUP It 's a poser . He rubs his face , his chin , and practically his entire head . Eventually he finds an answer .RICKEY - JACKIE TWO SHOT Rickey stands up . Jackie follows .They shake . In the background , Sukeforth enters the scene looking a little dazed at what has happened , in fact , blowing off steam .

For years I have seen and watched Americans together in the grandstands and bleachers of our country's ball parks. Negroes, whites of all nationalities.

Italians, Irish, Swedes, Jews, Germans, Chinese, Russians, Japanese, Czechs. and I have marveled at their fellowship, their cheers, laughter, disappointments, enthusiasm, all as one. and all made so by the magic of a sport they all loved and appreciated equally. And I could n't help ask myself a question. a long time ago. and hundreds of times since - If Americans can find such a common meeting ground in a game. the game of baseball. If they can play together like this. why ca n't they live together like this. in the game of life?

Watch him. See that stance - see how he hugs the plate. He's hard to pitch to - he'll walk at least one for four.

Mrs. Robinson at table knitting as Mack enters in his street - cleaning uniform , carrying lunch pail .The telephone rings and Mack goes to it . Mrs. Robinson watches .We hear the jangle of heavy coins coming from the receiver as Mack turns to his mother in surprise .Also surprised , and a bit perturbed , she gets up and joins Mack .Mrs. Robinson stands quietly waiting , but we can tell she is dying to know what it is all about . But Mack is listening . Then he finally talks again to Jackie .Mrs. Robinson reaches for the phone but Mack holds it away and seems surprised at what appears to be a quick decision on her part .He gives it to her . She clears her throat and then begins .

Jackie talking into a pay station phone .MRS. ROBINSON CLOSEJACKIE IN PHONE BOOTH CLOSEMRS. ROBINSONJACKIEROBINSON HOME MEDIUMShe hangs up and turns from phone to Mack .She sits down and takes up her knitting again .

Jackie and an elderly minister are seated , both silent , serious and thoughtful . Jackie seems to be waiting for an opinion from the minister . The latter finally stands up and Jackie follows suit .HARLEM - -LRB- STOCK -RRB- EFFECT SEQUENCE This scene , which is one of the most important in the picture , will depend almost entirely on footage available , editorial selection of scenes , and technical handling . We see Harlem at night and get the feeling of humanity so congested , and sometimes so suppressed , that it overruns its boundaries both physically and emotionally . Yet there is also the music and laughter of Harlem , and the spirit of a people not to be overcome . Song and violence , rowdy kids and sober elders , church and saloon , and always the streets crowded , the buildings giving an appearance of being stuffed . Intercut in these scenes are the minister and Jackie , so that they appear to be looking on and absorbing what they see . Occasionally the minister will glance at Jackie to make sure he is taking it all in . Occasionally he will explain what is going on . and the dialogue for this is to be written when the proper scenes are selected .

We all take the chance. The Lord has appointed you one of the rising men of your race. And we've got to be a rising people.

Jackie and the minister have arrived back at the church and stand there . JACKIE - MINISTER MED . CLOSEAs Jackie nods :The minister looks at him . Jackie nods . He keeps nodding as we cut to : MONTAGE A series of newspaper headlines - front page - DODGERS SIGN NEGRO PLAYER ! Jackie Robinson sent to Montreal Royals NEGRO BREAKS INTO BIG LEAGUE BALL ! Baseball world in furore ! Down in the body of one of the newspaper stories is the following paragraph : INSERT NEWS STORY PARAGRAPH `` In the meanwhile , there has been no comment from Jackie Robinson , who , having returned to his home in Pasadena , is preparing to marry Miss Rae Isum , a schooldays sweetheart . '' RADIO STUDIO - ANNOUNCER CLOSE An announcer is standing at a mike , reading from a script he holds :QUICK CUTS - -LRB- STOCK -RRB- - -LRB- ALL SILENT -RRB- A. Two men arguing on a street corner . B. Men arguing in bar . C. Man and woman arguing . D. Three Negroes discussing a serious problem . E. Group at exclusive club discussing same heatedly . F. Radio commentator talking into mike . ANNOUNCER AGAIN CLOSEROBINSON HOME STEPS - NIGHT TWO SHOT Jackie and Rae are sitting together .We cut as Jackie , pleased , starts to put his arm around her . SERIES OF QUICK CUTS - -LRB- ALL SILENT EXCEPT FOR MUSIC -RRB- 1 . Shot of Jackie and Rae getting on plane . PLANE IN FLIGHT . -LRB- STOCK -RRB- 3 . Jackie and Rae getting on train . 4 . Train speeding along . -LRB- Stock -RRB- 5 . Stock shot - Florida . Palm trees , stucco buildings , etc. 6 . Shot of Jackie and Rae entering bus . Rae is about to take a seat in middle of bus when Jackie stops her and indicates she is to sit in rear of bus . 7 . Rae and Jackie in bus as he points to sign near driver . 8 . Sign , reading : `` Colored must sit in rear . ''

Bus coming to stop , driver opening door and passengers beginning to exit . BUS DOOR MEDIUM Jackie stepping out and helping Rae down as a well - dressed , middle - aged Negro steps up to him .Jackie studies Gaines a moment and then understands . He extends his hand and both men shake .

My name is Gaines. I am an attorney in town. A group of us heard you were due here for spring training. We thought you might not have made arrangements for a place to stay.

There is no suitable hotel, Mr. Robinson. That's why we talked it over. I'd be pleased to have you stop at my home while you are here as our guests. Such as it is, it is the only place available.

Not at all. You are a very important man to us. It will be our pleasure, I assure you.

Come up on the porch. I had a call from Mr. Rickey. I'll tell you what he said.

By no means! Mr. Rickey is n't giving up that easy. You're to train in another town.

Oh, no. With the others. Mr. Rickey's answer to the town was to decide to move the whole Brooklyn organization out of here to another town. Not far. You'll still stay here with us.

No. That's why he writes. He's on his way to Cuba. That's where Brooklyn and Montreal will train this year.

He says all he has to do is beat two hundred other men trying for the team.

That's all right. He has to show he is able. The important thing is.

. he has nothing else against him. He, and all of us, have come that far, anyway.

A car pulls up outside a comfortable looking frame house . The three , Gains , Jackie and Rae , get out , the two men dividing the bags between them , and walk towards house . As they get near the door , it opens and a dignified colored woman steps out and smiles a welcome . From a distance we see the introductions made and the group passes inside . DODGERS ' TRAINING FIELD - -LRB- STOCK -RRB- PANORAMIC A general view of the training field with about fifty - odd players tossing the ball around . GAINES ' CAR - -LRB- PROCESS -RRB- We see Jackie and Gaines in car as it comes to stop near field which forms the b.g. Jackie , carrying small zipper bag , emerges from car , waves thanks to Gaines , and starts away .

Jackie is buttoning up his uniform and nearly a dozen reporters , most of them white , are shooting questions at him . Several have notebooks in their hands and are writing down his answers .The other reporters grin .Jackie does n't answer for a moment . Then :A few start writing this down and now the trainer moves up in front of Jackie .The reporters understand and several move to follow Jackie as he and the trainer exit .

What about the other players? You think there'll be any trouble?

He means - do you expect to get along with the other guys - Suppose something happens - then what? How'll it affect you?

From what I've heard, you had a good ballplayer in Robinson. But from what I've seen - you've wasted your time -.

As Jackie , the trainer , and several reporters come up out of it and stand there for a moment .

Showing ballplayers , some batting , fielding , throwing balls , etc. o.s. , we hear the trainer 's voice :At the call , a tall , greying man in his fifties , in uniform , turns around and walks toward Jackie and others , including camera . MED . SHOT - JACKIE , TRAINER , REPORTERS As Mr. Hopper walks into scene and up to them .They both nod and shake hands . Hopper is a hard man to figure out . His accent is Southern - his attitude calm and quiet .He starts moving toward the field as he speaks and Jackie follows him . Then they both stop and look out toward the playing field . MED . SHOT - FROM THEIR ANGLE Almost every player on the field is looking in their direction , curious about Jackie . TWO SHOT - HOPPER AND JACKIE As Hopper moves forward again . Jackie is a bit nervous and we can tell that Hopper knows how he feels , but there are no words . PANNING - HOPPER AND JACKIE As they move down the first base line toward a player who is tossing a ball with two other men who are standing as a pair some distance away .The players and Jackie nod . Hopper turns away and Jackie joins Harker who is the lone player , with Billings and Piletti some sixty feet away . THE FOUR We ANGLE SEVERAL SHOTS while the following routine takes place . Piletti throws the ball to Harker who is alongside Jackie . Harker throws it back to Billings . Billings should throw now to Jackie - instead he also throws to Harker . They keep this up a while , with Piletti and Billings never throwing to Jackie , just to Harker , and as it goes on and the white men realize they have committed themselves to this insult , their faces sharpen , the atmosphere becomes a little tense as indicated by the quick glances they shoot each other and the way they avoid even looking at Jackie . It is his first crisis , a childish one , perhaps , but nevertheless serious . He stands quietly , his face betraying nothing , but his eyes just following the ball . CLOSEUP - JACKIE As he studies their faces , his eyes following the ball in flight . He hopes they might be kidding him . QUICK CUTS - CLOSEUPS - THREE PLAYERS ' FACES FROM JACKIE 'S ANGLE Their faces serious . It is not a gag . CLOSEUP - JACKIE Looking out toward other players on field . THE PLAYING FIELD FULL SHOT - JACKIE 'S ANGLE Several players , including Clay Hopper , who has turned around , are watching with interest , paying no attention to their own practice . MED . CLOSEUP - JACKIE He is troubled , not knowing what to do , but realizing that he must do something - yet nothing that will offend the three players who are still ignoring him . He studies them again . PANNING SHOT - THE THREE CAMERA STUDIES their faces for a brief moment . We even feel that they are sorry they have done what they have , but they do n't know how to get out of it without one of them turning `` chicken . '' CLOSEUP - JACKIE He takes a breath and moves a step closer to Harker . THE FOUR Piletti throws again . JACKIE - HARKER CLOSE The ball is again intended for Harker but Jackie leans over and casually gathers it in in a graceful catch . Before there can be any reaction he has the ball on its way back to Billings . BILLINGS - PILETTI Billings is so unnerved by the whole incident that he fumbles the ball and has to walk after it . JACKIE - HARKER CLOSE Jackie turns after throw to find Harker looking at him almost gratefully . Harker nods in commendation .THE FOUR Billings has recovered ball and is so confused by the whole episode that , instead of throwing it back to Harker , who is extending a glove up in the air as a sign , he throws it to Jackie instead . Harker watches and looks back at Billings . Then he calls out in pretended indignation .The four of them have to laugh now and as we cut away Harker is begging Jackie for the ball .HOPPER CLOSE His face inscrutable , he turns and studies the faces of the other ballplayers who have been watching the incident . They , too , are smiling . Thoughtfully , he walks away .

It'll probably take some time - after they find out Robinson's in the game.

We've just got word. Police are on the way. Mixed playing again.

Sorry, Jackie - but you'd better leave the park for awhile. The old trouble. See you in the dressing room.

For you. You can pack up. We head north tomorrow. for Jersey City and our first game of the season.

No. unless you could take a chance that they would all come around when they see that Jackie is helping them towards a common cause - the pennant.

. and I mean it when I say I'm glad you're going with the Dodgers.

Rae and Mrs. Gaines are talking .Rae is thoughtful for a moment .Mrs. Haines nods in understanding . The two sit silently as : EFFECT We get a synoptic impression of activities : Jackie training , a class being instructed in base sliding , Jackie , Rae , Mr. and Mrs. Gaines around a card table at home , and , at the end , a shot showing a group of white Floridians standing in silence , watching Jackie taking part in a scrub game . GAINES ' PORCH - DAY MEDIUM Jackie emerges and Rae comes as far as screen door .Rae nods as Jackie waves and starts to run down the walk . GAINES ' HOME FULL A car pulls up and Gaines gets out just as Jackie comes down the walk . GAINES CLOSEUP His face is serious as he looks towards Jackie . GAINES - JACKIE As Jackie comes up to him .Gaines puts his hand on Jackie 's shoulder .PORCH MEDIUM Rae is still standing . Mr. Gaines offers her a chair , then nods to Jackie to take one , and seats himself .Jackie looks at Rae . then back at Gaines .

I understand. Of course I do. But it really is n't as bad as reported. Some of what you hear is true. a lot exaggerated. We live our own lives. and as long as we live our own lives we are not bothered. Most of the white people understand our position and are helping, bit by bit, to make things better, easier. We've got to show respect for all of them - whether we respect them or not. Always say Mister or Mrs. - never use first names, even if they ask you to.

None of those are hard to do, really. You do defer, but even that is n't hard - once you get used to it.

Every way. In stores, say, do n't try to get waited on until you're the only one left - and give way even if you're first and they come in later. Never, of course, try or expect to mix - and as long as they come first in everything - you'll get along all right.

To tell you the truth, I like it down here. Even so. I like it down here. If I left. it would be like running away from home. I could n't do that.

Do n't hold yourself cheap, Jackie. Mr. Rickey thinks that you, and what you stand for, is worth it.

It is safe to say, Jackie, that this drink is not the only one to be raised in your honor tonight. It is safe to say that hundreds of thousands of our people are doing the same. You have opened another door formerly locked to us by intolerance. It is a milestone. I speak for a great many when I say. thank you. thank you.

Training session on . A few dozen players on the field , catching , throwing , batting , etc. . Jackie is playing shortstop . MED . SHOT - THE FIELD FOCUSED ON PITCHER AND BATTER A batter misses the first pitch , then connects on the second and runs for first . Jackie scoops up the ball but makes a very bad throw to first - and the batter is safe . MED . CLOSE - JACKIE Looking disgusted with himself , then flexes his right arm a few times as he moves back into position .

They are watching practice . FULL SHOT - THE FIELD OVER RICKEY AND REPORTERS As they watch batting practice . Another batter hits a grounder to Jackie . This time he muffs the ball and it goes into the outfield . GROUP SHOT - RICKEY AND REPORTERS The cynical reporter grimaces at Jackie 's performance .The other two reporters show nothing . Rickey is n't bothered .MED . SHOT TO INCLUDE RICKEY , REPORTERS , TRAINER As the trainer nods to Mr. Rickey and trots out on the field . As he leaves , the first reporter turns to Rickey curiously .The reporters think about this , but the cynic is n't impressed .The trainer comes back .Rickey thinks about it , then turns to the reporters , looking directly at the cynic .

Fans milling around box - office . A few reading sign on box - office . INSERT SIGNThe authority for the cancellation is partially covered so that we do not have to blame anybody . BACK TO SCENE A few disgruntled fans muttering in disappointment .

It is padlocked and a policeman stands in front of it . As scene opens , a dozen or so ballplayers , in business or sports clothes instead of uniform , are walking into scene and up to gate . Jackie is among them . SAME - CLOSER The trainer moves up toward the cop as the players ask him to open the gates .The players do not know what 's wrong . The trainer moves up to the policeman .The trainer looks as though he 's about to explode and so do some of his players . Jackie looks upset . The trainer shrugs helplessly and motions toward the players to leave .They start back and CAMERA PANS them to sidewalk where they start walking o.s.

Well - there's a statute on the books that says white and colored ca n't compete against each other - even in sports.

As the 2nd Reporter and the cynic meet the players .He shoulders on past the reporters and the players follow him . As they walk o.s. we

CAMERA reveals ball park 's name : DELAND PARK Jersey City vs. Montreal Royals

A few players warming up . A few hundred fans in stands and more entering . Most of the ball players are around the dugouts , all of them in uniform .

Branch Rickey and Clay Hopper are standing in conference near the dugout . Players , including Jackie , in b.g.Jackie comes up to them from b.g. Waits for them to speak to him .Rickey motions for him to join his teammates and he does so . Rickey is thoughtful for a moment .They walk away , talking about the situation .

Scoreboard reads : 1 to 1 - 2nd Inning . Fans seem to be enjoying the game . The batter scores an out and the teams change sides as we HOLD . The Royals are coming to bat .

A player selects a bat and moves to take up his position at the plate as the pitcher and catcher warm up . Hopper motions to Jackie who steps forward and picks out his own bat .Jackie nods again , swings his bat , and moves up to the `` on deck '' spot . As he does so , the first batter gets a hit and races toward first .

As the batter reaches first safely and Jackie moves up into the batter 's box .

He is watching game . Two reporters , the cynic included , sit with Rickey . MED . SHOT - JACKIE AT PLATE RICKEY 'S ANGLE The first pitch is a called strike . The second is a ball . The third is a ball . Fourth a strike . Fifth a ball . Sixth a ball and Jackie walks .SPECIAL SEQUENCE At this point we go into a special sequence which must be worked out at time of shooting between Jackie and the director . It is designed as a demonstration of what makes a good ball player as illustrated by Jackie . with Rickey commenting on him for the benefit of the two reporters . The action is not confined to any one inning but spreads over the entire game in montaged scenes that take in his hitting , funning and fielding . It should end up a memorable sequence for all who play or enjoy baseball and believe , usually wrongly , that they know all its tricks , embracing not only physical skill but headwork as well . When it is over the entire audience must have a knowledge and appreciation of what makes Jackie Robinson the player he is . and , furthermore , a better knowledge of baseball itself . RICKEY - REPORTERS Hopper enters scene .Rickey smells trouble . He makes his excuses to reporters , who also sense something in the air , and walks off with Hopper . RICKEY - HOPPER CLOSEMED . SHOT - TO INCLUDE HOPPER He nods at Rickey and heads back toward dugout .

As Hopper walks up to players ' bench . Jackie and the players look up at him .Jackie gets up and slowly walks down into the dugout and towards dressing rooms . The other players are silent , yet , we feel , resentful about this unfair situation Jackie has to buck constantly .

He starts pulling off his uniform and the trainer walks into scene . Jackie is definitely unhappy .Pete is about to reply when the sound of a door opening makes them both turn towards the entrance . DRESSING ROOM DOOR LONG Rickey and Hopper are entering . They walk purposely and Rickey beckons with his finger .JACKIE - PETE MEDIUM As Rickey and Hopper enter scene .Jackie , who has been sitting a bit dejectedly , straightens up slowly and looks from one to the other . His face is filled more with wonder than anything else .As Hopper nods -He seems lost in thought , his gaze directed at a far corner of the room , as Rickey gives him a farewell pat on the shoulder and exits . Jackie does n't even look up . Then Hopper is standing over him .GAINES HOME DINNER TABLE With his wife and Jackie and Rae seated before him , Mr. Gaines rises to propose a toast .The Gaineses and Rae drink , but when Jackie , embarrassed , tries to take his glass , Rae puts her hand on it , laughingly , and stops him .

Yes, it's been a lot of fuss. But that's the game. We're getting paid for it. Not our business to squawk.

Stadium on a gala day , pennants streaming , stands packed . -LRB- Or any comparable stadium will do . -RRB- As we look at it , the legend : `` JERSEY CITY , APRIL 14 , 1946 '' appears over the picture . Then the picture gradually darkens until we

He is seated at desk , reading from his notes .PLATE JACKIE AT BAT He is waggling his bat . INFIELD Runners on first and second waiting to go . THE STANDS The fans are silent , watchful . PITCHER He winds up and throws . JACKIE He takes a ball . PITCHER Another throw . JACKIE Swings and fouls off . Waiting . Another ball . Another ball . PITCHER Winding up . JACKIE A called strike . SCOREBOARD Shows two strikes and three balls . STANDS Crowds tense . PITCHER Checking runners , then winding up and throwing . JACKIE Swinging and connecting as a roar comes from the crowd . OUTFIELD Outfielder starting to run , then stopping as he realizes ball will clear fence easily . RADIO STUDIO COMMENTATORPLATE LONG ANGLING from third or left field to take in most of infield , including home plate and first base . Jackie bunts towards third and beats the throw to first . SECOND - FIRST BASE LONG Shooting from left field side of second along the line to first base and taking in pitcher . Jackie is taking a long lead off first as pitcher gets ready to throw . With the pitch he is off for second , running towards us . PLATE CLOSE Catcher receives pitch and whips throw to second . SECOND - FIRST BASE LONG Continuation of former shot showing Jackie going into slide and beating throw to second . PITCHER CLOSE Receives ball from second baseman in disgust and turns around towards plate . Only once , before throwing , does he turn around to eye Jackie , then he starts his windup . The second he goes into it there is a roar from the crowd and we can tell from the frantic look that comes into the pitcher 's eyes that he knows what is happening - Jackie must be off again . this time for third ! But it is , of course , too late for him to do anything but finish his throw . THIRD BASE LINE Jackie racing along . CATCHER Reaching high for a bad throw , then whipping ball . THIRD BASE Jackie sliding in under throw . STANDS The crowd yelling and laughing at this continued larceny on Jackie 's part . PITCHER Receiving throw from third baseman and tucking glove under arm to wipe his brow and glare towards Jackie . THIRD Jackie dusting himself off as third baseman looks on coldly . PITCHER Ready to throw . He checks Jackie and starts windup . THIRD Shooting to show both Jackie and the pitcher , the latter in the b.g. With the downswing of the pitcher 's arm , Jackie is off and the crowd roars again . But after a half dozen stops Jackie stops suddenly and dashes back to third , just beating a try from the catcher to stop him . INFIELD Taking in Jackie and the pitcher , the former dancing away from third distractingly and the latter plainly worried by Jackie 's tactics and snapping a couple of throws to third in an effort to trap him off base . Finally , the pitcher begins his windup and immediately Jackie is off for third . With the yell from the crowd the pitcher stops in mid - windup to make a quick throw to third again . Again Jackie has stopped and is on his way back to third but the umpire there waves him away and signals that he may go on to home .INFIELD The pitcher comes running over to umpire to protest but realizes after a few words that he plainly made a balk and has no chance . He walks back to mound dejectedly . STANDS Crowd roaring . DUGOUT Jackie tumbling in as pleased teammates slap him on the back . RADIO STUDIO COMMENTATOR

This was an unusual day in organized baseball, ladies and gentlemen. For the first time, a Negro player was presented to the public. And for his first time, a Negro made his appearance in the big time, his every instinct telling him the crowd might not be friendly at all. But whatever the feeling of the crowd before they saw Jackie Robinson today. they forgot it. Because he made them think of one thing. and one thing only. baseball! And what baseball! Few will forget what they saw. I can see it yet.

But a lot of players hit home runs. He gave them more baseball than that. He gave them real baseball. When next he came to bat there were yells for another homerun. Jackie did n't hit a homerun. He showed the crowd something brand new. how to score on a bunt!

Before that game was over Jackie had hit safely four times and scored four times, with the aid of two stolen bases and two pitcher's balks! Yes, ladies and gentlemen, that was how the first day went for the first Negro in organized baseball. They probably wo n't all go that well. there may still be trouble. But we have an indication that Jackie Robinson has what it takes. to take hold of the public's heart!

With the baseball season almost over, Jackie Robinson has proved himself one of the standout players in the International League. In his home town, Montreal, he is a hero. To the great majority of fans in other International League towns, he is also a favorite. There's no doubt of it. Jackie has made good here. but the biggest hurdle is ahead of him. the major league. The opposition is strengthening. There are going to be fireworks!

Over which appears legend : `` SYRACUSE . '' BALL PARK PAN OR GENERAL VIEW A game is in progress . PLATE MED . CLOSE Jackie takes a strike .Jackie turns head briefly in direction of ground boxes where voice , mimicking a thick southern accent , is coming from . LOWER BOX A thick - necked toughie is doing the yelling . He continues , in a manner which he calculates will tickle those around him . Next to him is another man who bends over to fumble with something at his feet .The other man comes up with a black cat around whose neck a length of strong twine has been attached . The man throws the cat onto the field . JACKIE CLOSE He hears a yell of laughter from some of the crowd and looks around . JACKIE LONG Shooting from behind him towards box where cat is being made to run back and forth along box , and where Thick - Neck is yelling again , ostensibly about the cat , but while looking at Jackie .A laugh from his companion drowns out the next word .STANDS SECTION CLOSE We can see that a number of fans are not impressed with this type of humor . PITCHER LONG Smiling at the byplay , he winds up just as Jackie turns towards him . JACKIE LONG We can see the cat business going on in the b.g. as Jackie pulls his bat back , swings and connects . OUTFIELD LONG As ball falls safe for a texas leaguer , Jackie going on to second . GROUND BOX Attendant has appeared and makes the two men lift the cat back with them in the box . INFIELD Shooting from center field and taking in Jackie on second and the next man at bat . We see the pitcher throw and the batter hitting a long single on which Jackie easily goes around third to home . As Jackie turns to go back to the visiting team 's dugout his path brings him near the ground box seat where the cat has been sat on the box rail . GROUND BOX As Jackie passes and the man holding the cat holds it up to Jackie and jeers .Jackie veers suddenly towards box and man falls back in alarm . But Jackie makes no menacing motion . Instead he picks up the cat and starts unloosening the twine as he walks away . JACKIE TRUCKING We walk with Jackie as he gets the twine loose , holds the cat close and pets him comfortingly . STANDS The fans watching in silence as Jackie , walking with cat below , steps into dugout . Suddenly someone applauds . It is taken up and soon the entire park is echoing with the handclapping . DUGOUT CLOSE Jackie sitting in the shadows , his hand still fondly petting the cat . EFFECT Our radio commentator again double - exposed against a background which includes a series of quick shots showing Jackie playing , crowds cheering , an occasional jeering fan .MONTREAL - . -LRB- STOCK -RRB- There are stock shots available of the riotous scenes when the Montreal Royals won the International League pennant in 1946 and the crowd went wild over Jackie , riding him around on their shoulders . INSERT NEWSPAPER HEADLINE MONTREAL ROYALS WIN INTERNATIONAL PENNANT ! Jackie Robinson Leads League in Hitting ! BACK TO SCENE Continuation of stock shots of Montreal celebration . STANDS CLOSE A fan throwing confetti , supposedly on the crowd below . SPECIAL EFFECT The confetti turns into snow and we see empty , snow - covered ball park . GAINES HOME LONG Gaines and his wife emerge on porch just as postman comes up the walk . PORCH MED . CLOSE Gaines accepts letter from postman who exits after they exchange greetings . He opens letter and begins to read while Mrs. Gaines turns to go back into house .He folds letter slowly and thoughtfully as she pats his arm understandingly .HAVANA - -LRB- STOCK -RRB- AERIAL A legend reads : `` HAVANA , CUBA . '' HAVANA STADIUM The Montreal team is working out in the field preparatory to playing a game , with the ball being whipped out around the infield . Jackie is playing second . BROOKLYN DUGOUT MED . CLOSE Just close enough so we can read the insignia on the uniforms of the players and know that it is the Brooklyn team which will oppose Montreal . INFIELD FULL Shooting from second towards home plate we see a trainer cup his hands to his mouth as if to yell .INFIELD REVERSE SHOT Jackie waves acknowledgement and then starts trotting in . SIDELINE MEDIUM Rickey is standing alone , holding a first baseman 's glove . As Jackie enters scene Rickey nods and flips the glove to Jackie who catches it but looks puzzled .Jackie still has a fielder 's glove on his hand . Slowly he shakes it off and puts the first baseman 's glove on instead . He seems to have forgotten that Rickey is there . He pounds his fist into the pocket of the glove thoughtfully and then , without another word , still deeply preoccupied apparently , walks off . Rickey 's gaze follows him . BASEBALL SERIES MONTAGE Jackie awkwardly scrambling for one in the dirt at first and barely recovering to make the out . Jackie hitting . Jackie racing in for a bunt , turning to find no one at first , and then racing the runner to the bag for the out . After which he mops his brow wearily . Jackie running the bases , stealing into a base , beating a pitcher 's throw to trap him , teasing the pitcher , teasing again , then away on a run . Jackie hitting . Jackie hitting again . Jackie walking . And again hitting as we

Here's a brother of yours, Jackie. Why do n't you take him along? He wants to get into baseball, too.

Clyde Sukeforth is at a desk working away with a pencil at some figuring . Nearby stands Rickey waiting . Clyde makes a final notation , tosses the pencil away and shakes his head unbelievingly .Clyde is amazed at this conservatism , and his face is a study as Rickey nods and walks away .

Jackie at a small desk , writing . His voice is heard telling us some of the words he is putting down .

Training is over, Rae. I've had no word yet. We fly to New York tomorrow to play exhibition games against Brooklyn on April 9th and 10th. The tenth is the last day before the official season begins so if I do n't hear by then. I know I'm cooked. They say that some of the Dodgers did n't want me.

Simply two wicker chairs against a palm trunk or tropical plant of any suitable type for a background . Rickey and Hopper are seated and talking .

A game is in progress . RADIO ANNOUNCER AT FIELD CLOSE He is at the mike calling the game as he sees it .INFIELD LONG Showing Jackie at plate and another Montreal player on first . PLATE Jackie waggling his bat , apparently determined to come through . MONTREAL DUGOUT They are watching Jackie keenly when another player jumps into the dugout excitedly and says something to some of the players . The others hear his words and turn to him in great interest , forgetting about Jackie . PITCHER Winding up and throwing . JACKIE Swinging and hitting . INFIELD Angling to show that Jackie has hit into an easy double play , so easy that he stops running about two - thirds of the way to first and turns to lope back to the Montreal dugout . RADIO ANNOUNCER CLOSEINFIELD - FRONT OF DUGOUT Shooting towards dugout , we see the Montrealers running out to Jackie , grabbing his hand , pounding him on the back . PLAYERS - JACKIE CLOSE Several of them clustered around Jackie are all talking at once .JACKIE CLOSEUP He is nodding , smiling , yet still incredulous . RADIO ANNOUNCER CLOSE

They are standing together at one end of the room , Jackie listening to Hopper .Jackie knows that Hopper means it and it affects him , as they shake hands .

Jackie is leaning over Rickey 's desk and signing his contract while Rickey looks on . When Jackie finishes , Rickey puts out his hand and they shake .MONTAGE Against a background which illustrates the tough time Jackie had in the National League his first season - getting spiked , ducking baseballs , being given the `` hip '' in his baserunning - we see newspaper stories headed variously : ROBINSON SPIKED AGAIN YESTERDAY PLAYERS DENY ANTI - ROBINSON PLOT , SAY ROUGHNESS ACCIDENTAL ROBINSON CALM IN NIGHT GAME FRACAS Whatever the scenes , Jackie is shown as quietly accepting whatever happens and standing clear while his teammates defend him . The news stories are dated to show the progression of the summer months during the 1947 season , or else we might show the calendar months being stripped off one by one . Part of the same effect is the following headline : HOLD JACKIE ROBINSON NIGHT AT EBBETTS FIELD ! Here we insert stock shots showing Jackie out in the field receiving the Cadillac car , television set , etc. , with his mother and Rae also present at the ceremonies in his honor . ROBINSON WINS `` ROOKIE OF THE YEAR '' AWARD ! We illustrate here with stock newsreel shot of Jackie at Baseball Writers Award Dinner . RADIO ANNOUNCER CLOSE This announcer is possibly Walter Winchell or Drew Pearson or some other national name if proper arrangements can be made -LRB- i.e. , a Damon Runyon Fund benefit in the case of Walter Winchell , etc. -RRB- .

We show those scenes of Jackie in which he is beginning the selected excerpts given below .INTERCUT into speech are scenes of typical Negro life , both impoverished and comparatively affluent , selected to best illustrate his particular words at the moment . There is a CLOSEUP of Jackie as he reaches his final words . As he speaks them we cut to : EFFECT This is the silhouette that began the picture , showing Jackie in action . As his silhouette performs across the screen , the following titles begin rolling up : ROBINSON WINS NATIONAL LEAGUE BATTING HONORS GENERAL EISENHOWER PRESENTS FREEDOM HOUSE MEDALS TO RALPH BUNCHE , JACKIE ROBINSON AND HERBERT HOOVER JACKIE ROBINSON VOTED MOST VALUABLE PLAYER IN THE NATIONAL LEAGUE GEORGE WASHINGTON CARVER MEMORIAL INSTITUTE GOLD MEDAL FOR BETTERMENT RACE RELATIONS AWARDED TO JACKIE ROBINSON THE END

The busy block between 59th and 60th - Streets in the middle of a weekday afternoon . Buses , taxis , trucks ; shoppers , messengers , teenagers . In one corner of the screen the time is SUPERIMPOSED : `` 1:52 '' Now a man -LRB- GREEN -RRB- is ZOOMED IN on - little of his actual face is visible because of his thick white hair , large bushy white mustache , dark glasses and slouch hat . The rest of him is encased in a knee - length raincoat . He wears gloves and is carrying a large , brown - paper - covered package by a wooden handle attached to the twine securing it . The box has been addressed in black felt marker - `` Everest Printing Corp. , 826 . Lafayette St. '' - and appears quite heavy . But Green has the gait of a man . younger than he appears . As he turns and heads down a flight of stairs , CAMERA ZOOMS IN even more to the single word on a sign : `` SUBWAY . ''

A level above the locals , two above the express trains . Green appears and joins the line waiting to buy tokens . Wordlessly he shoves two coins under the grille , receives his token , moves on , drops it into the slot , pushes through the turnstile and heads for one of the descending stairways . CAMERA HOLDS on a sign identifying his choice : `` IRT . LEX . AVE. LOCAL . DOWNTOWN . ''

Green comes off the stairs and arrives on a line with a placard that hangs over the edge of the platform bearing the number `` 10 '' , black on a white ground , indicating the point where the front of a ten - car train stops . Now the sound of a distant rumbling , growing louder , makes Green turn , . cross to the platform 's edge , lean out over the track and peer into the darkness of the tunnel beyond the far end of the platform . SUBWAY TUNNEL - GREEN 'S POV as the four lights - amber and white markers over white sealed - beam headlights - come into view and the train roars and clatters into the station . CAMERA PANS with the head car as it stops , its breaks sighing , and a pair of doors in EXTREME FOREGROUND , rattles open . CAMERA now MOVES forward , into the car , then TURNS and through the still - open door , focuses on the T.A. Cop , still standing on the platform , regarding Green -LRB- CAMERA -RRB- . MED . SHOT - FIFTH CAR From the platform , featuring the conductor -LRB- BUD CARMODY -RRB- as he leans out of his window surveying the station . He has a young , boyish face surrounded by long , curly red hair .

The door to the conductor 's cab is open as Bud continues to lean out the window . Directly , behind him is MATSON , an older Conductor of retirement age who is busy instructing the younger man .He pulls his head in and checks a row of lights on a panel .The train starts with a jerk .Bud looks quickly off , sees the approaching station and hits his transmitter button .Bud sticks his head out the window , remembers what Matson told him and pulls it partially back in .

I'm checking the passengers getting on and off - front and back - okay, it's all clear - I'm shut - ting the doors ; -. rear section FIRST -.

Now I'm checking the indicator box to make sure that the doors are all locked - okay.

- for a distance of three car - lengths to see that nobody's being dragged -.

- I remove my door key - and then the skate key - and then I hit the transmitter button.

Fifty - first Street' next stop - the next stop is Fifty - first Street.

How come you wan na be a conductor, anyway? Do n't you know the con - ductor's sittin' in the goddam hotseat?

You're visible, for God's sake! Anything goes wrong - anyone's got a gripe - you're the one they see. Hell, in my twen' y - nine years o' stickin' my head out there I been slugged, spit on, hit by purses, fruit, rolled - up newspapers, baseball mitts - an'. I been god - dam lucky! I never been puked on by a drunk like Charlie Boltzen was on the Parkchester line - or stabbed in the neck like I heard one fella was on the Astoria BMT -

You take my advice, kid - serve your six months an' then put in for Motorman. Watch it, we're cumin' in.

Fifty - first Street, sorry the station is Fifty - first Street.

Never say you're sorry, kid - somebody'll come back here an' bust your goddam nose.

Yeah - if I was you I'd start studyin' for that motorman's exam right now.

` Cept at rush hour when you can push in another 20, at least. Honest to God, I. know personally of a case where this guy on a number 5 train dies of a heart attack at Union Square and he has t' wait until the Grand Concourse in the Bronx before enough people get off so's he can fall down.

Here's where I'm gettin' off - think you can get to Brooklyn Bridge all by yourself?

Grand Central Station, next stop - the next stop is Grand Central.

To tell you the truth, Mr. Matson, I have been. Want to hear some - thing?

Every car on the IRT is seventy - two feet long, cost $ 250,000 and weighs 75,000 pounds. It holds 44 seats with room for 136 standing.

Mr. D'Agostino who rode with me last week said that happened on a double - A train on the West Side.

Grand Central Station - change for the express. This is Grand Central.

SHOOTING THROUGH the conductor 's window as the train enters the station . We flash by the `` rear - enders '' -LRB- those waiting for the last car -RRB- and gradually slow until we stop - and we are looking right into the face of a man -LRB- GREY -RRB- whose frame and features , while entirely different from Green 's , are covered by the same identical externals - thick white hair , bushy white mustache , dark glasses , slouch hat , gloves and raincoat . He looks at the conduc - tor -LRB- CAMERA -RRB- for an instant , then darts away . PLATFORM - GREY RIDERS entering and exiting the train as Grey heads down - track . He carries a large tan valise trimmed in dark brown .

Grey just makes it to the car as the doors close , holding them back until he 's squeezed through . The train starts with a lurch as he heads for the rear of the car and takes up a position , leaning his back against the storm door and placing his valise on the floor , between his feet . He surveys the car with cold , heavy - lidded eyes .

Green has a seat opposite the shut steel door of the motorman 's cab . His package is on the floor , between his knees , his arms resting on its top . TWO BOYS , ten and twelve , brothers , are at the window of the front storm door , their eyes glued to the track and tunnel before them , playing. : at driving the train .

Bud is removing his key and activating his mike .He crosses to the nearest door as the train decelerates . Bud activates . his mike and announces , waving to Matson as he does .The train stops , the doors open and Matson steps out , colliding with a very large man -LRB- BROW ^ ? PN -RRB- who is in a hurry to get aboard . His face is adorned with a large , white , bushy mustache , dark glasses , a lot of white hair , a slouch hat and , covering the rest of him , a raincoat . He carries an outsized florist 's box , big enough for several dozen - long - stemmed roses , under his . arm , and wears gloves .Brown says nothing to Matson , does not look at him , does not even seem aware of their cohtact . Matson goes off into the crowd on the platform and Brown heads for the front of the car .

Still sitting , still facing the motorman 's cab . The two boys continue to play at the front window . The doors can be heard slamming shut and the train jerks into motion .Suddenly Green 's hand , clutches at his shirt collar , unbut - toning the top button and loosening his tie . He breathes a sigh of relief , ' then notices that his left leg is vibrat - ing . He quickly stills it by placing a hand on his knee .

Leaning back against the storm door . Now he picks up his valise , turns and looks through the door , across the platform between the cars , into the fifth car , and catches sight of Brown who nods , almost imperceptively . Grey makes no sign of recognition at all . He turns and starts forward through the car , heading for the third car . At the far end a MAN is standing in front of the door , leaning down to talk to a seated GIRL . Grey stops and waits a moment . Finally :The man looks around and surveys Grey .The man glances at Grey for a moment , then moves it . Grey opens the door and steps out onto the platform between the two cars .

We're afraid of flying. Now I'm. tellin' you, buster - clear out or I Ill shoot your ass off!

Do n't worry - I could do this job and hump that broad at the same time - without missing a stroke.

That's the difference between us, Mr. Blue - I've always done my own killing.

Drills, numbers - it's all chicken - shit. Why do n't we just do it?

What if something's gone wrong? What if they're waiting for us up there? I want more'n just a dinky pea - shooter!

CLOSE SHOT - STATION DESIGNATION The tile mosaics spelling out `` 28TH STREET . '' CAMERA now DOLLIES to a TIGHT CLOSE SHOT of still another man with a white bushy mustache , white hair , dark glasses , slouch hat , gloves and raincoat - BLUE . The time is SUPERIMPOSED : `` 2a 01 . '' WIDER ANGLE Blue stands at the downtown end of the platform , near the number 10 placard , carrying a bulging canvas valpac in one hazed and a trombone case in the other . A rumbling sound is heard , building , until a train roars through on the northbound express track , its lights flashing between the pillars . In a moment it is gone and the sound dies . Now a young black , . dressed in the latest extravagant PIMP 's fashions - flaring double - knit trousers , three - inch heels , wide - lapeled jacket and white , extra - wide - brimmed hat , swaggers , loose - jointed , to a spot near Blue and waits , cool and relaxed . He becomes aware of Blue observing him .Blue - smiles softly and looks uptrack .

Hey, dude. - long as you goin' downtown anyway, you mind droppin' me off at Fulton Street?

Green glances at his watch , then turns to look at the storm door at the far end of the car . GREY - GREEN ' S POV The far storm door - with Grey 's face seen through the glass . TIGHT CLOSE SHOT - GREEN as he nods to Grey .

as Grey comes back inside , closes the door and wedges his hip securely against the brass handle . TWENTY - EIGHTH ST. PLATFORM - LOCAL TRACK as the train roars in , brakes , ' and grinds to a stop . CAMERA ZOOMS IN on a sign on the side of the first car : `` PELHAM BAY PARK '' until only `` PELHAM '' fills the SCREEN . MED . SHOT - BLUE He hangs back until everyone has gotten on or off the train , then , without haste , carrying the valpac in one hand and the trombone in the other , he approaches the front of the first car . The Motorman -LRB- DENNY DOYLE -RRB- , a middle - aged man with a ruddy face and wearing pin - striped overalls , is leaning far gut of his window , looking back along the platform . Blue puts down his bags , puts his right hand into his raincoat pocket and leans against the train with his left shoulder , blocking Doyle 's view of the rest of the train .He stops , suddenly aware that Blue has removed a very large army automatic from his raincoat pocket and has placed the muzzle against his -LRB- Doyle 's -RRB- head . Doyle jerks his head back , suddenly , banging it hard against the windowframe . Blue crooks his hand inside the window and now places the gun against the Motorman 's cheek , directly under his right eye .FREEZE FRAME . -LRB- MAIN TITLE SEQUENCE BEGINS -RRB- MED . SHOT - BUD as he hangs out his window of the fifth car , looking down - track , trying to see Doyle . TRAIN & PLATFORM - BUD 'S POV Blue 's Lack , by the head car , blocking any sight of the Motorman . CLOSE SHOT - BUD Confused for a moment - then :Bud turns back , inside the car , then looks down . CLOSE SHOT - REVOLVER The snub - nosed weapon has been pushed into Bud ' s midsec - tion . FREEZE FRAME . -LRB- MAIN TITLE CONTINUES -RRB- MED . CLOSE SHOT - BLUE & DOYLE Blue 's .45 still against Doyle 's cheek . Blue speaks calmly and quietly .Doyle seems dazed , in a trance . Blue presses on the barrel of his gun , depressing Doyle 's cheek .FREEZE FRAME . -LRB- MAIN TITLE CONTINUES -RRB-

You're still in switching. Why do n't you peg it up to series? You're green all the way through.

It's the train - she bucks all the time - especially in switching. She's a dog.

Running a red signal. The trippers stopped us cold and I hadda climb down and reset'em by hand but by that time Control knew I was lying dead. I never got written up since. How about you?

You'll be hearing from Command Center in a minute. -RRB- r two but you'll ignore the call - you wo n't answer - is that perfectly clear?

I unpacked your weapon. Get this thing moving - we're run - ning almost two minutes behind.

And you will remain silent! There will be no further warning - any - one who moves or speaks without permission is going to be killed.

This weapon fires 450 rounds of.45 calibre ammunition per minute. In other words, if all of you de - cided to rush me simultaneously, not a single one, of you would get any closer than you are right now. Is that understood?

Everybody in this half of the car - that's from here on back - move up front, please. Everybody.

I want you to walk uptrack and collect all the passengers in the nine cars we out loose, and lead them back to the 28th St. Station - is that clear?

Please be quiet - nothing's going to happen if you do as you're told. Get going, Motorman.

. Stay here - and leave the cab door open so you can hear the radio.

Go back outside - I do n't want Mr. Brown and Mr. Grey left alone with the passengers any longer than we have to.

I trust Mr. Brown - Mr. Grey's another matter. He's a cocky little pain in the ass who could turn out to be real trouble if we do n't watch him.

This is Pelham One Two Three, Trainmaster - are you ready to take down the list of our demands?

To begin with it is important that you understand three things : One -

- Pelham One Two Three is completely in our control. Two - we are armed with fully auto - matic weapons. Three - we have no scruples whatsoever about killing. Do you read me so far?

Please inform - the Mayor that we demand one million dollars in cash for the release of the car and all of the hostages -

The time is now 2:13. The money must be in our hands no later than 3:13 - one hour from now. If it is not, we will kill one hostage for every' minute you are late.

Furthermore, if anyone attempts to interfere - anyone -. in any way - we will begin killing the hostages immediately. Confirm, PLEASE -

Why do you concern yourself with that, Lieutenant? At precisely 3:13 we will begin executing the passengers. Do n't you think you'd better contact the Mayor without wasting any more time? The moment you've done it report back to me for further instructions. Signing off.

Take over back there. I want Mr. Grey up closer to me so I dan keep an eye on him.

Listen to me, everybody. I'm sure you've' all figured out what' happening by now - you're hostages.

That means when we get what we, want you'll be released unharmed. Until then, you will continue doing precisely as you're told.

It would n't matter if all seventeen were dope pushers - they have to pay, so relax.

It depends. It's not better than trying to sell mutual funds, for example.

The Biafrans paid me twenty - five hundred for leading a battalion.

I read you. Please take down the next set of instructions. As before, they're to be obeyed to the letter. First - the money is to be paid in the following denominations : five hundred thousand dollars in fifties, five hundred thousand dollars in hundreds.

Making a total of ten thousand fifty dollar bills and five thousand hundred dollar bills - which will then be put up in stacks of two hundred bills each, bound with a thick rubber band lengthwise and another widthwise.

Point two : all of the bills will be old bills, their serial numbers to be random.

That's all for now. When the delivery arrives we will contact you with further instructions.

It's two - forty - seven, Prescott you have twenty - six minutes.

You'd be surprised what's physically possible. The clock's running, Prescott.

Very well - we'll put another half dozen rounds into him so everyone can be sure. Over and out.

An hour's plenty! You know how the system works - you give them two hours and they take two - three and they take three. An hour's plenty!

Affirmative. Now if you're ready, I'll give you instructions for the delivery of the money. Again, I'll have to insist you follow them to the letter.

Two unarmed policemen will walk down the track - one with the money, the other with a light which he'll flash continuously from side to side in a sweeping motion. When they reach the car the rear door will open and the one with the money will throw it in onto the floor. Then they will both turn and walk back to the 28th Street Station. Acknowledge.

For now. But keep it in mind that the same ground rules apply - any wrong move by anyone and we'll kill a hostage.

You have ten minutes to deliver the money. If it is n't here by then -

Ten's more than enough, Prescott unless you were n't telling the truth about the money having arrived

No further discussions then. When we have the money in hand I'll call you with the final set of instructions.

The clock's running, Prescott I've got three - fourteen - you've got until three - twenty - four. Over.

Somebody got nervous - or bored - they've been out there a long time. We ca n't let it pass.

All you have to do is walk uptrack about a hundred feet and wait for the men delivering the money.

One of my people was shot - I warned you what the penalty would be.

Jr.. Grey, you do Mr. Brown, then he'll do you - nineteen packets each.

When they're finished it'll be your turn. Mr. Grey will load you up. But do n't go down there until Mr. Brown has come here to take your place. I'll load up as soon as I talk to Prescott.

I'm going to give you five specific instructions. Each one is to be followed precisely - is that clear?

One : at the end of this conversation you will restore power to the entire sector.

Two : you will clear the local track all the way from 28th Street to South Ferry. By clear I mean switches properly set and all signals green. I emphasize green, Prescott - if I even so much as see a red light, let alone get tripped by one, we will shoot a hostage.

Three : all southbound trains behind us, local and express, are to remain lying dead. Likewise all northbound between South Ferry and here.

Four : you will contact me as soon as the track is clear and all signals are green.

Five : you will remove all police personnel from the tunnel. If we see a single cop between here and South Ferry we will shoot a hostage. In fact, any deviation from these instructions and we will shoot a hostage.

Let me know when all five points have been complied with. Over and out.

Your attention, please - in a moment we're going to start moving again. You will all remain seated and quiet. We expect to release you unharmed in a short while, but until then you must continue doing exactly as you're told. Come along, Mr. Green.

Slight change of plan. We decided to put some distance between us and all those cops you had hidden in the tunnel back there.

We'll be stopping soon. Just get back when you've cleared the rest of the track. Signing off.

Perfectly natural under the circumstances. They're thinking just the way we want them to.

All right - this is close enough. Green starts to apply the brake.

Ignore him - he'll get tired and quit after a while. Let's get this stuff unpacked - there is n't much time.

I want this train moving in thirty seconds. Tell Mr. Brown and Mr. Grey they can cut the emergency brake cords.

Let's move along, gentlemen - there's no time to waste. You all remember the drill. What's wrong, Mr. Brown?

All right, we do it exactly as we did in the drill - by the numbers.

Did you hear me, Mr. Grey? Disarm your gun and put it down so we can I get out of here.

Nothing's gone wrong. The plan depends on our walking away un - noticed. You ca n't do that carry - ing a submachine gun.

You're the thinnest one - it'll show less. Hurry up and undress. Mr. Brown - help me with Mr. Grey.

It came from down there someplace - I've got to get him. Go on up!

Mr. Green -! It's all right! Go on up - I'll be right with you -!

MED . SHOT - BROWN & BUDBrown , florist 's box and all , has moved into the small cubicle . When Bud pulls his head in from outside they are very close . CLOSE SHOT - DOYLE 'S HAND as it gropes blindly for the latch , finds it and turns it with a click . The door opens and CAMERA TILTS UP to dis - cover Green standing outside . FREEZE FRAME . -LRB- MAIN TITLE SEQUENCE ENDS -RRB-

Okay - announce the next station. Bud presses the transmitter button.

Just one - the rest was me. I did n't see anything - I guess I just got mad - no sense to it -

I do n't know - a shadow - could've been a person - I'm not a hundred percent sure I saw it.

Brown 's gun is still pressed into Bud 's side .Bud nods , licks his.dry lips and leans out , looking to the left , downtrack . FRONT CARS - BUD ' S POV Blue is still leaning against the head car , his back to us .Now Blue turns , picks up his valpac and trombone , enters the train and the doors close .

as Green has moved in with his large package , a gun in his hand . Doyle stares at him , still terrified .Doyle springs to his feet and swats up the folding seat with a clatter .A sharp rapping at the door and Green opens it . Blue squeezes in , placing his bags atop Green 's package . it is becoming very crowded in the cab as Blue again pockets his gun .Green moves over to face the controls . He stares down at them for a moment , then reaches with his left hand to the controller , his right to the brake handle . Pressing down firmly on the controller , he nudges it to the left . TWENTY - EIGHTH ST. PLATFORM as the train starts to move forward - slowly .

Just take it easy. Now move over to the window - and if you try to touch the mike pedal with your foot I'll shoot it off.

Yeah - I'm taking the brake handle and the reverse key, Denny - and I want your cutting key, too.

All power's out between 14th and 33rd Streets on all four tracks, local and express, north - and southbound.

The hostages. Yeah. At first I thought to myself, `` Five of'em are spades - who's gon na pay anything for spades?'' But they do n't know who we've got, do they?

At least you were n't fired. But shit, I did n't mind - who wants to drive a goddam subway train for the rest of his life?

Nothing! They framed me - the goddam Beakies had to find a fall - guy and they -

Transit inspectors - undercover men. They got wind of a gang passing dope - you know, transporting it from downtown to uptown, giving it to a motorman, and then someone picking it up in Harlem. The Beakies tried to pin it on me, but they never had any evidence. BLUE You were innocent?

Hell yes, I was innocent! Do you think I'd do anything like that?

This is gon na hand'em a jolt, you know - moving before they expect it.

Brown still holding his gun on Bud .His voice croaks then fails - he ca n't finish . Brown prods him with his gun . Bud clears his throat , then tries again . I

Green 's eyes are on the controls as Blue and Doyle watch the track .Suddenly there 's a popping sound and the power fails for a moment .Green glances quickly at Doyle and grins .Green stops and looks at Blue .Green knocks off his controller and eases the brake handle to the right .

He pulls the reverse key out of its receptacle and holds out his hand . Doyle fishes into his overalls , pulls out the large key and gives it to Green who puts the brake handle and the two bulky keys into his two raincoat pockets , then squeezes by Blue and the packages and goes out .

as Green comes out of the cab and closes the door after him . The two Boys are still there . He smiles at them and starts back , through the car . A COUPLE OF PASSENGERS glance at him but without interest .

as Green nears the storm door , Grey , who stands guard in front of it , glides to one side and opens the door for him .

Brown slides open the door for Green , then slides it shut again . They speak in low tones .Bud whips the key from his pocket and hands it to Green , who unlocks the cab door they 're standing next to and enters , closing the door after him .

as Green seats himself before the panel and begins arming it . He fits the brake handle into place , then fishes . the reverse key out of his pocket - it is five inches long , with a shiny surface , and a wrench - type handle that fits into a receptacle on the flat portion of the controller - and finally inserts the cutting key - similar to the reverse key but with a slightly smaller head , and turns it . CLOSE SHOT - SUBWAY TRAIN COUPLIb1GS as they disengage .

Blue and Doyle , waiting , neither saying anything . SUDDENLY :Doyle 's foot moves toward the mike pedal and Blue kicks him hard in the ankle .Doyle looks imploringly but Blue shakes his head . Finally :

Pelham One Two Three, do you read me? Come in, Pelham One Two Three -

Grand Central Tower - this is the Desk Trainmaster - who the fuck's in charge down there?

What good's watching it, for Chris - sake? We got trains piling up behind it. Get some goddam super - vision down there!

Command Center to Pelham one two Three - did you cut the power down there? - without calling Power Central to explain? All right, Pelham One Two Three - cut this shit right now and answer me! You're fucking up the whole goddam New York Subway System!

Pelham One Two Three - come in, Pelham One Two Three - Goddanmit, why do n't you answer your fucking radio?!

Oh, nothing much - a train's down, its radio's dead, the power.'s off and it's dumped its load. Other than that everything's ginger peachy.

I read you, you sonuvabitch - where the hell have you been? What are you trying to do, screw up this entire railroad single - handedly? - Come in, you bastard, and start explaining - and you'd better make it good! Pelham One Two Three - to Command Center - your train has been taken - repeat, your train has been TAKEN -

Pelham One Two Three - what the fuck do you mean the train's been taken?! Are you the Motorman? Negative.

Then who the hell are you? No one's authorized to be in that cab except the goddam motorman! Identify yourself! Listen to me, Trainmaster - your train has been hijacked by a group of heavily - armed men -

It what?! - We are holding sixteen passengers and the Conductor hostage in the first car and we will not hesitate to kill any or all of them if you do not do precisely as we say. Do I make myself clear, Trainmaster?

You're out of your fucking mind! Be that as it may, are you ready to take down our list of demands?

Pelham One Two Three, this is Command Center - come in, Pelham One Two Three -

I read you, you goddam lunatic - you'll never get away with this, you know -

Look, I'm only the Trainmaster around here - I do n't know any - thing about contacting the goddam Mayor!

What do you want me to do? I got motormen calling in from all along the line trying to find out what the hell's going on!

I never thought I'd see the day when talking to murderers got priority over running a railroad.

Screw the goddam passengers! What do they expect for their lousy thirty - five cents - to live forever?!

If I were handling it I'd go storming in there with guns and tear gas and I blast'em outl

Like that lily - livered cop who's on the train? Why hast n't he started shooting yet?

Goddam woman cops - what the hell good are they? She probably ca n't find her gun in her goddam purse! This is Pelham One Two Three - do you have any news to report?

Christ - to hear you pleading with that chickenshit - it makes me ashamed to be an American.

- Shut up and listen to me! All Lexington Avenue trains departing from Dyer Avenue and 180th Street in the Bronx. are diverted to the West Side tracks at 149th Street and the Grand Concourse -!

- Here's the flex south of 14th Street - I want the expresses run off into Brooklyn -

- and all locals `` sent around the loop at South Ferry and shot up the West Side from Bowling Green -

What do you want me to do, for Chrissake? - the goddam power's still off! You'll have to move them by bus - what do you mean you do n't have any buses?! - go hijack some!

What's going on, Prescott - do I get my trains back now or do n't I?

Jesus! Do you realize that in less than an hour the goddam rush hour starts?

I do n't give a rat's ass for your fucking instructions! I'm not doing anything to help the killers of Caz Dolowitz!

You mean before this railroad is so totally fucked up that it'll take a goddam computer, to put it back together?

- Maintenance - you got those trippers reset yet? - well, it's about fucking time! - Nevins St. Tower - the South Ferry loop's open again, repeat, South Ferry loop open - Operations, this is my last warning - if all your cops are n't out of the tunnel at 16th St. in thirty seconds I'm gon na run'em down - what? - well, why the hell did n't you say so?! - to all Motormen, to all Motormen - resume normal routes and schedules, effective immedi - ately!

Okay, Augie - I'm givin' you back your railroad - full ser - vice restored - try and keep it that way, will you?

Two men are walking at a rapid pace : CAZ DOLOWICZ , Super - vising Towerman , an overweight man in his fifties , and a PLUMBER , a short man dressed in overalls and a cap , carry - ing a long wooden box of wrenches ; he struggles to keep up with Dolowicz . The time is SUPERIMPOSED : `` 2:07 . ''They pass the Nedick 's stand and Caz pushes through a gate marked : `` TO SUPER 'S OFFICE '' .

I told you - one of my towermen dropped his wedding ring - down the john.

You wanted a plumber down here, did n't you? Whose goddam wedding ring was it?

The classification's been open to women for only a month and already we're in the goddam toilet!

Take it easy, Marino - there's lots o' reasons. Maybe he jumped a ball and hadda leave the cab to reset a tripper - or a door got hung and he hadda go fix it. Any - thing more serious and he'd' a called in for a car knocker.

Then maybe his radio's busted and the sonuvabitch is too lazy to climb down and use a telephone! I'm gon na write him up for this, goddammit - I'm gon na have his ass.

He stopped again! The crazy, dumb - assed sonuvabitch stopped again!

A pure mental case. I'm gon na nail his pecker to the goddam wall for this!

If I got ta watch my language just because they let a few broads in' I'm gon na quit! How the hell. can you run a goddam railroad without swearing?!

Oh, and Frank - please do n't say `` fuck'' anymore on the radio - we got some ladies down here now - and you know how it is with ladies, Frank - the cunts do n't like it.

I do n't give a goddam what they were armed with - your job is to. stay on that train until you get authorization to leave!

You're like the captain of a ship - you're supposed to go down with it.

as Caz and the Plumber hurry along . -They 've come to the door of the Tower Room . They turn , go up some steps and disappear inside .

A long , unadorned room with a row of desks with phones , and a door marked `` TOILET '' . Several TOWERMEN -LRB- and MRS. JENKINS , a black Towerwoman -RRB- sit at the desks before the flashing phone consoles , talking to dispatchers , trainmasters and other Towers . The predominant feature of the room , however , i is the electronic Model Board , stretched high across one wall , recording in colored slashes of light the movements of every train that passes through the sector , all of it superimposed on a painted map showing the line 's track routes and stations . One of the Towermen , MARINO , rushes over to Caz as he and the Plumber enter .As the Plumber heads off , Caz turns to Marino .Everyone wheels around to stare up at the Board .

. My hand - was n't in the john, Mr. Dolowicz - it was over the john.

That's what I've been tryin' - to tell you, Caz - a southbound local. He's laying down between 28th and 23rd.

Couple - three minutes. Command Center's been trying to raise him but so far he do n't answer the radio. Jesus, Caz - why do n't he answer the radio?

What the hell's goin' on? They said they'd wait until we'd cleared the track all the way down! Jenkins - get the Command Center.

That's a pretty good clip - I hope they know what they're doing.

Continuing slow, at around five miles per hour - what they call the switching position.

Grand Central ` Tower calling Command Center - come in, Command Center -

She's stopped again, Lieutenant - just below the 18th Street Station.

Slowly , the second to the tenth cars are moving away from the first car which continues to lie motionless on the track . The rear cars roll about a hundred feet .

as Green , leaning out the window and looking behind him , now applies the brake handle and the train grinds to a halt .

as Green removes the brake handle and the two keys , stuffs them back into his pockets and leaves the cab .

Brown and Bud are waiting as Green steps out . Bud stares at him .He opens the storm door and holds it as Green goes through first .

as Green comes out onto the threshold plate , crouches low to ease the impact , then jumps down onto the concrete roadbed . Bud is next and Green helps him down . Then Brown . They walk quickly through ` the tunnel to the first car . Grey has opened the storm door for them and steps out onto the plate to help them up .

Blue and Doyle , the latter watching wide - eyed as the former opens his trombone case and removes a submachine gun . He checks it then sets it aside and removes the cord from Green 's package .Blue opens the package , removing a second , identical automatic weapon . As he checks it out , a rapping sounds at the metal door and Blue opens it . Green squeezes in .Picking up his submachine gun , and holding it vertically along his pants leg , Blue eases himself through the door and shuts it after him .Green quickly replaces the brake handle and eases the controller to the left .

CLOSE SHOT - MODEL BOARD as a set of red slashes begin to flicker . REVERSE SHOT All eyes staring up at the Board -LRB- CAMERA -RRB- .

it is moving slowly . Blue stands by the cab , his gun still held hidden behind his leg . He looks down the length of the car . MED . SHOT - BROWN , He undoes his flower box and removes another submachine gun . MED . SHOT - GREY He has opened his valise and has taken out still another submachine gun which he grins at , happily . MED . SHOT - BLUE He comes forward to the center of the car , now , making no attempt at inconspicuousness any more .Some faster than others , the Passengers in the car are either distracted from their reading or talking , or around from their limbo of subway dead - headedness . Registering different degrees of interest , surprise , confusion , or -LRB- in some cases , upon seeing the guns -RRB- fright and even terror , they turn to face Blue . ' There are some sixteen of - The black , modishly - dressed Pimp , in his 30 's , seen earlier on the station platform . - A plump MOTHER , forty - ish , high - strung , the parent of the the Boys seen earlier playing motorman . - A Puerto Rican DELIVERY BOY , 20 , - with acne , wearing a lumberman 's wool jacket , a small hat , and carrying a large manila envelope . - A black SECRETARY , 25 , attractive , with a natural , and well - dressed , who 's been reading a book . - A HIPPIE type , 24 , with shoulder - length blond Jesus Christ hair and a beard to match , wearing a Navajo - patterned woolen poncho , a headband , leather sandals and a zonked - out expression . - A black MAID , 50 's , overweight , tired , wearing a wig and an old fur - collared coat , end carrying two Blooming - dale 's shopping bags . - A HOOKER , 32 , white , flashy , dark - haired , wearing a short skirt , no bra and an Anzac - type hat . A W.A.S.P. type , 40 's , short - hair , wearing a brown tweed jacket and a narrow tie . - A black SALESMAN , 35 , with a , sample case and an order book , wearing glasses . - A woman WINO , a derelict of indeterminate age , with rolled down stockings , layered in ratty coats and sweaters , wearing wool gloves with the fingers out , missing most of her teeth , her hair stringy , her eyes red - rimmed , her complexion sallow , carrying a pint bottle in a paper bag , passed out , dead to the world . - An OLD MAN , 70 's , tiny and alert , dressed in an expen - sive but old - fashioned cashmere overcoat . - TWO CO - EDS , 18 and 19 , scrubbed , pretty , serious -LRB- Hunter College , 68th St. Station -RRB- , carrying briefcases . - A black FAG , 25 , his hair straightened and pompadoured , his eyebrows plucked and redrawn , his figure trim , his clothes calculated to attract other men , his mouth con - stantly pouting , carrying a shoulder bag and listening to a transistor radio . In all , SIXTEEN - seven men , two boys , seven women ; ten white , five black and one Puerto Rican . Center - car , Blue addresses them . He holds his submachine gun in the crook of his arm , the barrel resting on his right hand .be shot .There is immediate silence as he - looks around .This news is met in stony , awe - struck , terrified silence . Except for the Pimp who smiles , seemingly relaxed .

CLOSE SHOT - CAZ He is staring up at the Board .WIDER ANGLE Including Marino , Mrs. Jenkins and the other Towermen .Caz glances at Mrs. Jenkins , grins , and leans over a desk to flip on a mike .He flips off the key and walks out the door .

Blue maintains his position in min ? - car . He turns now to the rear section .As the . six or seven passengers in the rear section rise and move forward , the cab door opens and Doyle comes out , i followed by Green who is covering him with his gun .Green nods and goes to the front , uses a key to slide open the storm door , steps out and closes it again , then jumps down onto the tracks .The Hooker raises her hand .Yes . What 's happening is that you 're all being held by four dangerous men with machine guns .The fluorescent lights suddenly go out and the emergency , incandescent bulbs immediately go on , thereby diminishing the brightness in the car by half . There 's a general stirring among the Passengers as they look around them , their alarm peaking again .As Doyle leaves at one end of the train , Green reappears at the other .Blue returns to the center of the car but CAMERA stays on Green as he opens the cab door .

Can I go with them, please? I've got this important appointment, you see, and -

Excuse me, mister - do n't you think we should be let in on what's happening?

You dumb bastards - ca n't anybody count?! They all four got off - there's nobody driving the fucking train!

Why do n't we cut all this crap and beat down that goddam door, for CHRISSAKE!

Are n't you going to tell us what a great bunch of hostages we've been?

My friends - please - the situa - tion is n't as lousy as it looks -

No - no we wo n't! I admit that right now we're on a run - away train, but it's only temporary -

But I do know - I've been riding the subways for over sixty years - I'm an expert!

It is n't necessary! They got something called stoppers or trippers or stickers or something like that - so whenever a train goes through a red light these things automatically stop it.

The large , granite - f aced building in the Borough Hall complex . The following legend is SUPERIMPOSED : `` TRANSIT AUTHORITY 370 JAY ST. BROOKLYN ''

Elevators and the Information Desk . CLIVE PRESCOTT , a black plainclothes lieutenant in the Transit Police , is pacing , waiting . The time is SUPERIMPOSED : `` 2:09 . '' A uniformed TRANSIT COP sits behind the desk , watching him . Finally : an elevator door opens and a smart , efficient SECRETARY emerges , followed by FOUR JAPANESE in business suits .The small - framed Orientals bow in turn .She smiles at the Japanese and walks back to the elevators , pressing the UP button . Prescott looks at the four men for a moment , uncertainly , then goes after the Secretary and speaks to her in low tones .The elevator door opens and - she steps in , smiling sweetly .The door closes . Prescott shrugs , then turns and smiles at the visitors . They smile back . He takes a deep breath , then begins .The Japanese look anything but surprised . Prescott goes on , resolutely .They step no way at all . Prescott gestures broadly .He hurries ahead of them to open the door and hold it for them as they finally follow .

Ah, Lieut. Prescott - it was nice of you to leave your duties long enough to show our distinguished guests around the facilities. May I present Mr. Yashimura, Mr. Mat - sumoto, Mr. Tomashita, and Mr. NAKABASHI

- who are all Directors of the Tokyo Metropolitan Subway System. Gentlemen, this is Lieut. Clive Prescott of our own Transit Authority Police.

When you're through the Chairman would like to say goodbye per - sonally so send them up to thirteen, will you?

The New York City Subway System is the largest ` in the world, with 237 miles of track and seven thousand cars that carry over a billion and a third passengers every year, making it also the busiest railroad in, the world. I can see that this last fact surprises you.

Yes. Well - Grand Central is the busiest station passenger - wise - train - wise, it's West 4th St. on the I.N.D. line. Now, if you'll step this way, gentlemen -

We are entering the headquarters of the Transit Police, occupying the entire second floor of this building. We call it the Nerve Center.

The Chairman of the City National Trust on five - seven - he said it's important.

I'm sure you have your own share of crime on the Tokyo subway, right?

These are the assignment desks, one for each of the three lines - the I.R.T., the B.M.T. and the I.N.D. - and.over here, the Oper - ations Lieutenant, Sol Garber.

I do say. I - uh - told them things are usually jumping. like crazy in here.

Tell them about some of the excit - ing things that have been happening lately, Sol -

In the course of a normal week the T.A. Police have to deal with such crimes as robbery, assault, murder, drunkenness, injury, illness, vandalism, abusiveness, sexual molestation and exhibitionism.

in fact - you're all four under arrest right now. You get me? I'm tossing you all in the pokey and throwing away the key.

Each train is identified by the name of its terminus and the time of its departure - thus, an express leaving Woodlawn at 6:30 P.M. would be Woodlawn Six Three Oh, while on its return trip its new destination might be Flathush Eight Two Five. I hope you're memorizing all this junk - I'm going to ask questions later.

There he is, gentlemen - Train - master Frank Correll, the Lord Byron of the New York Subway System. Observe the way smoke and fire shoot out of his ears.

Hit your six button, will you, Frank? I want T.A. Police in on this.

Since this is my last day on the job, I might as well make it a good one.

Sol - plug everything you've got into the I.R.T. Trainmaster's circuit, will you? - an all - unit stand - by, on the d -. -RRB- uble. And call in the city cops - put it on a 9 - 11 so their computer gets it.

There's no way you can get away with it - you're underground, in a tunnel.

Two cars - you sure they can spare that many? What about our own men? We got anyone at 28th St?

You'd better tell him to hold the fort - it's liable to be a couple of hours before any city cops show up.

Frank - do you knew who went down to 28th Street from Grand Central?

Command Center calling Pelham One Two Three - come in, Pelham One Two Three -.

Tell'em to shut up and get off the air - I need some more lines open!

Oh, get off it, Frank - our priority is trying to save the lives of those passengers!

Yeah, well, you're not handling it so why do n't you start doing your own work and let the police do theirs.

Be reasonable, will you? We're trying to cooperate but you're not giving us enough time to work with.

We're dealing with City Hall, for God's sake - you know what a mass of red tape that is!

Look, I know how to tell time, too, but we are n't gon na get anywhere if all you do is repeat 49 minutes!

Command Center calling Pelham One Two Three - come in, Pelham One Two Three -

Five hundred thousand in fifties, five hundred thousand in hundreds -

. Ten thousand fifties, five thousand hundreds, in packs of two hundred, bound fore and aft with rubber bands

It might interest you to know I've figured out how you're going to do it

You're going to make every man, woman and child in New York City close their eyes and count to a hundred.

What? Do n't be stupid - we've agreed to pay the money. Now turn off the clock.

Look - your instructions are complicated! The money has to be counted, stacked, tied, transported all the way uptown - it just is n't physically possible!

All right. At least let us pick up that man you shot. We want to send a stretcher for him.

Twenty - five minutes - after that we can start scratching them off - one per minute.

I'll be goddamned if I know. Jesus! How long does it take to get that money together?

Command Center calling 28th Street - can you read me, Daniels -?

Well for God's sake, give then a goose, will you? We're running out of time!

This is Prescott. Listen - we're moving too slowly at this end. We need some more time.

All we want is another fifteen minutes, all right? A lousy fifteen minutes!

The money's en route - making pretty good time, too - but it wo n't get to you by 3:13.

Listen - suppose we get it to the station entrance by then - will you change the deadline from delivery to you to arrival at 28th Street? Will you do that at least -?

Daniels - they bought it. If we get it to the station entrance by 3:13 we'll be okay.

Daniels - for God's sake answer me! Where's that goddam money -?!

what the hell are you talking about?! It ca n't be wrecked - we're out of time, goddammit!

What do you mean, that's all?! They're just about to shoot some poor sonuvabitch -

They do n't know anything, for Chrissake! How can they know anything down where they - Holy shit, that's it!

Pelham One Two. Three -! The money's arrived - repeat, the money's arrived!

Yeah. I'm still here. Tell me something - if we were a couple of seconds late - you'd have knocked off an innocent person?

Yeah, I know - - it's getting mono - tonous. I do n't suppose you'll give us longer than ten minutes -

What the hell are you talking about, Sol? How do you know they shot a hostage?

Daniels, I've got Lieutenant Garber of the Transit Police on the line with us. I have the latest instructions from the hijackeraâ $ cents. They want power restored, the tracks cleared, all signals green as far as South Ferry, and no cops anywhere. Okay, so we go along - we have to - but then what? What do you think they've got in mind?

But they did pick it' - and since everything they've done so far has been organized down to tha smallest detail, it stands to reason they've got the rest worked out, too.

Do you think it's the water, Sol? Maybe they've got a boat waiting in the harbor - or a seaplane -

Grand Central Tower has'em on their model board - we can see every move they make. If they stop anywhere before South Ferry we'll know about it.

Will you shut up and listen? I've got a new set of instructions.

If you do n't do what I tell you, Frank, you'll be having dinner tonight with Caz Dolowitz.

Who the hell do you think?! Pelham! What's she doing now, Grand Central?

What's the matter with everybody?! How many hijacked trains we got around here?

All right, everybody - listen to me! They jumped the gun on us but we're gonna.stick right with'em. That means every single person in every department's gon na shake his ass, do you get that?

A little gizmo called the - dead man's feature. It was built into the controller handle in case a motorman should ever drop dead. It has to have a man's hand pressing down on it at all times in order to work. Otherwise the train stops cold.

Nice try, though. But in case you're still worried, I was just about to call them. I'll let you know if I get their answering service.

What's going on? The track is n't clear to South Ferry yet - how come you're moving?

If you keep moving you're gon na start running into red signals. I do n't want you to blame us for it.

Come in, Pelham One Two Three this is Prescott calling - can you hear me, Pelham One Two Three -?

Goddaranit, Pelham One Two Three, what the hell's wrong with you -?!

Frank - how long before you're clear all the way to South Ferry?

Something's going on down there - I have n't the faintest idea what but I'm gon na go'over and join Daniels at 17th Street. Come on up here and take over on the radio - but do n't tell'em the track's clear until I check in with you. I do n't want them starting up again before I get there.

It does n't make any sense - they know we're monitoring their position - that we've got to be following THIN -

But these have been - up to now, that is. They have n't made a single mistake. I tell you we're overlooking something

it has something to do with that short move they surprised us with - from 28th to 17th St. -

Their scheme - it's tied up some - how with that move - it has to be. But why'd they do it?

To get away from the cops in the tunnel, that's what they said - all right, why not? Suppose they were doing something they did n't want anybody to see?

Like getting off the train. Daniels - turn around, we're going back.

They figured out how to beat it - that's their plan - that's what they started with!

I'll have an ambulance here in no time at all, Miss - every - thing's going to be all right.

CLOSE SHOT - STATUS BOARD A huge police map covering one wall , divided into pastel shadings of yellow , red , orange , blue and green , showing the various areas of the system . Colored lights - red an & yellow - are continually changing and flickering .CAMERA begins to ZOOM BACK , revealing the scene : a large room , cut . up by glass dividers into a maze of squares and rectangles manned by uniformed T.A. POLICEMEN , sitting at desks with telephone consoles . The place is absolutely dead - some reading , some eating , some sleeping .CAMERA has finished its ZOOM and now PANS to include Prescott and his four Japanese .They merely stare at Prescott and smile .He clears his throat , loosens his tie and looks around for help .He starts off through the room , the Japanese following .Prescott has stopped beside a desk . GARBER , 40 , stocky , dour , with a dark stubble that requires shaving twice a day , is absorbed reading the Village Voice .Garber looks up over his paper for a moment .He and Prescott look at the Japanese . Nothing .The Japanese smile .He goes back to his newspaper as Prescott leads his four charges away .To illustrate , he waves a bottom corner of his jacket at the Japanese who nod appreciatively . Then he lifts a pistol from his shoulder holster , just far enough to show the handle .He smiles and they smile back . He feels much better .They start off .

The Status Board pinpoints the disposition of every Transit Authority policeman presently in the field. Things are usually jumping pretty good in here.

We have one of our own T.A. cops on every station and every train in the entire system between the hours of eight P.M. and four A.M.. Since we instituted this watch, we've out crime in the subways by about 60 %.

Yeah, well - we had a bomb scare in the Bronx yesterday - but it turned out to be a cantaloupe.

Well - uh - Thursday there were three unrelated knife fights in a single half hour - two dead and three wounded -.

I only get your end but I could piece the rest of it together. Jesus, it's crazy!

Exactly. Try and maintain order on the platform and for God's sake do n't say anything! Oh, and there's a Supervisor from Grand Central Tower around there some - where - see if you can find him.

- Oh Jesus! You'd better go after him - see if you can turn him back.

Clive - they just drew first blood. That Tower Supervisor from Grand Central - we do n't know his name - they just killed him.

You mean somebody just took it into his head to fire? On his own? How could he do such a thing?

Because one of our own cops is right there! The body almost landed on him, for Chris sake!

Somebody threw a shot at them - now they're showing us they're men of their word.

Our guys says about fifteen yards back of him. It stopped when the shooting started. What do we do now, Clive?

Beats hell out of me, Clive. I would n't've picked a tunnel to make my getaway from in the first place.

Power restored and the track cleared - so they're gon na move their car, obviously. But why South Ferry?

Bowling Green again - the track loops around and heads back uptown.

Who knows? We'd better play it a step at a time. Clive, you see about restoring power and clearing the track. Daniels and I'll start pulling our units out of the tunnel. We can follow them just as well up above, on the street.

Wait a minute! I think I just figured out how they're gon na get away!

Yeah. He's in a squad car on Park Avenue South. Try him on seven - five

Yeah, Clive - the tracks been clear for a couple of minutes. Can I call the hijackers?

Even stars have to pee. Just letting you know the track's clear - all the way to South Ferry.

as a Taxi pulls up and Caz jumps out after paying the DRIVER .He disappears down the steps .

A train is standing with its doors open , and lit within only by the emergency bulbs . Caz hurries south along the platform , heading for the first car , his ample stomach bouncing over his low - slung belt , CAMERA LEADING him until he comes to the front of the train and stops to talk to the MOTORMAN , a grizzled old - timer who needs a shave .He starts off .

as Caz comes to the end of the platform , climbs down to the roadbed and starts through the darkened tunnel . He breaks into a trot , only to slow to a walk and then stop as he sees something approaching in the darkness : a large CROWD of people , being guided by Doyle who uses a flashlight . Caz scratches his head .

as Blue surveys.the scene . The rear section is empty . The Sixteen remaining Passengers and Bud are sitting quietly . Brown and Grey stand mid - car , guarding from that side . Now Blue joins Green at the front end .He turns and enters the Motorman 's cab .

CLOSE SHOT - FROM ABOVE SHOOTING DOT1N at the enormous , block - long , high - ceilinged area in which the three Divisional units -LRB- IRT , BAIT and IND -RRB- are scattered widely , using so little of the space that the arrangement looks provisional . Over this , one VOICE can be heard , Correll 's , continuing from the previous scene .transmit please use a phone - CA14FRA now ZOOMS IN on Correll , the desk trainmaster , seated at a steel desk , talking over a two - way radio / telephone console .CAMERA PANS to pick up Prescott as he leads his four Japanese through the room , moving and speaking rapidly .He has said this within earshot of a DISPATCHER who now reacts .MED . - SHOT - CORRELL Bent over his console , shouting into the boom mike curling out of it , as Prescott and the Japanese arrive .Correll looks at Prescott in astonishment , then wheels to shout at the room .REACTION SHOTS as EVERYONE in the room turns to look at Correll . MED . SHOT - CORRELL Into the radio :They all bow low and file out . Prescott watches them in a near state of shock .He leans over Correll and , pushing a button , speaks into the mike .

Pelham One Two Three to Command Center - this is Pelham One Two Three - do you read me -?

It is all right, Lieut. Prescott - I'm sure we can find it by our - selves.

Blue waits at the radio , calmly doing one of the crossword puzzles in a book of them . There 's a knock and he opens the door . Green sticks his head , in .

MED . SHOT - TRAINMASTER 'S DESK Prescott and OTHERS grouped around Correll at his desk , everyone straining to hear .He disconnects and turns to Prescott .He points to another , empty desk . Prescott goes to it and sits , then punches in a line on the console and speaks into the mike .There is a click as the line goes dead . Prescott pushes another button .

Garber at his desk as he swivels to regard the Status Board .He disconnects , turns and shouts .

Bedlam . The train still stands idly , empty now , its doors closed . There 's a CROWD milling about , some pounding futilely at the doors of the train , others just standing around , waiting . ARTIS JAMES , a black T.A. cop is talking to a small group of irate citizens . He carries a radio on a strap over his shoulder .He turns away and lifts the radio to his face .

I'm sorry, lady, I do n't know how long the delay will be - it's just a minor technical problem.

Twenty - eighth southbound. Every - thing's shut down, Lieutenant - what's going on?

I saw him a couple of minutes ago, Lieutenant - he was headed down - track on foot.

I ca n't - I'm only about 20 yards from the hijacked train. They just shot him.

What do you want me to do, Lieutenant - go out there and feel his pulse?

That's what I want to know, Lieutenant - standing here like a statue - it's drivin' me bananas!

I just want to know one thing, Lieutenant - there's a whole mess of feet runnin' around out there in the dark - I can hear'em. I figure it's a couple of dozen snipers and sharpshooters - am I right?

Yeah, well, would you make sure they know about' me standin' here between them and the hijackers?

- I do n't know who did it, Lieutenant - it came from behind me somewhere - in the dark. It hadda be one of them snipers they got down here -

Caz is hot in conversation with Doyle as the long line of Passengers files by , on their way out of the tunnel .He leaves Doyle and starts down the track . A few Passengers in the line call to him .M E D. SHOT - JAMES He is trotting , following Caz , passing the line of Passengers headed the other way .

You work for the subway? Tell'em I'm gon na sue this time - I really mean it - I'm gon na sue!

I'll tell you whose goddam fault it is - it's the Mayor's goddam fault.

` Cuz he's the head o' the city, ai n't he? That makes him respon - sible. They oughta impeach the bum!

as he sees the first car ahead of him - and as he gets closer , the silhouette of a man -LRB- Grey -RRB- through the rear storm door window .

He stands guard at the rear storm door . Now he sees some - thing moving in the tunnel and slides open the door , calling .REACTIONS SHOTS - GREEN AND BROWN as they look around , surprised .

The voices echo and distort in the tunnel .MED . SHOT - JAMES He is scooting along , crouched , hearing the voices , advancing from pillar to pillar , using each for a brief instant of concealment .

I'm warning you, mister - that's city property you're fooling around with - I

He starts forward .MED . SHOT - GREY CAZ ' POV -LRB- SLOW MOTION & SILENT -RRB- Dead silence as CAMERA ADVANCES toward Grey . Now the sub - machine gun he 's pointing at Caz -LRB- CAMERA -RRB- begins spitting fire and spewing out the spent shells . CLOSE SHOT - CAZ -LRB- SLOW MOTION & SILENT -RRB- Only his face - as his eyes and mouth open wide in shock and disbelief and sudden death . CLOSE SHOT - JAMES -LRB- SLOW MOTION & SILENT -RRB- His face peeking out from behind - a pillar , the flashes from Grey 's gun reflected in his eyes and on the pillar . MED . SHOT - GREY -LRB- SLOW MOTION & SILENT -RRB- as he continues firing . FLASH CUTS - GREEN , BROWN , PASSENGERS -LRB- SLOW MOTION & SILENT -RRB- Astonished ; unfeeling ; horror - struck . MED . CLOSE SHOT - CAZ -LRB- SLOW MOTION & SILENT -RRB- as his dead body hits the ground , bounces , and rolls over , face up , eyes still - open .

The SOUND returns with a rush . Blue rushes out of the Motorman 's cab and runs down the length of the car , CAMERA FOLLOWING as he goes past Green and Brown without speaking to them . He looks out the rear or for a moment , at the dead body .Without a word , Blue moves to Brown at mid - car .

as he - peers around the pillar he 's hiding behind . Smoke from the gun still hangs in the air . He ducks back behind the pillar , unslings his radio and , holding it close to his mouth , whispers into it .It comes in too loud and James frantically lowers the volume .

I'm putting you in charge at this end, Clive - I'm going down to 28th Street. If I do n't show up pretty quick the city cops Ill hog all the action. They've ordered up a major mobilization, calling in units from four of the five boroughs - there's even one on board the train - one of the hostages.

There were two of'em - one got off at 33rd Street and called in later when the news got out. That means the other one's still on the damn thing.

Yeah. Keep in touch with'em, Clive - do n't let communications break clown. Tell l em the wheels are grinding - tell'em the Commissioner's on his way up to see the Mayor - tell'em we need more time - tell'em - oh, shit, I do n't know what to tell'em. Jesus, what a city!

Out of the question, Clive - we need you here. Incidentally, the Chairman asked me to thank you.

The way you treated those four Japs. They said they had a great time - the highlight of their whole trip.

The Mayor 's splendid residence on the East River . The following TITLE is SUPERIMPOSED : `` GRACIE MANSION . THE MAYOR 'S RESIDENCE . '' Then , the time is SUPERIMPOSED : `` 2:21 '' .

MICRO - CLOSE SHOT - THERMOMETER Being held between a NURSE 's fingers , slowly turning so the mercury catches the light .WIDER ANGLE Including the MAYOR , a short , swarthy , roly - poly man with a fringe of dark hair and modish aviator 's glasses ; . un - shaven , lying in bed , the covers . pulled up to his chin ; suffering from the flu ; a glass , of juice on his bedside table along with sprays and vials of pills ; and the Nurse , an elderly , white - haired we nan who , in case of invasion , could hold off the Mongols single handedly .He picks up the remote - control clicker and raises the sound of his TV set .The phone rings and he clicks the sound off with one hand and lifts the receiver with the other .He clicks the TV back on .He clicks off the TV as WARREN LASALLE enters , a tall , lean , no - nonsense executive with long , blond hair , sideburns and a large blond mustache .

Last time it was orally. Orally is generally a half a degree lower.

Do n't remind me. All I know is I've got a chill, my bones ache, my head is ready to come off and my nose is a disaster area I'm the Mayor of the goddam city of New York, the second most important elective office in the entire United States - are you telling me that I have to lie here feeling lousy like every other zhlub in the country?

Do n't forget to drink your juice at three. And take two of the blue pills.

Couple number two, Arthur and Eleanor - you have twenty points - answer the bonus question correctly and you'll move into first place -

Hang on a little longer, will you, Nate? We've got a real bitch on our hands.

Sure I can handle it - like I handle every other rotten filthy job in this miserable city - but I wo n't :

What do you mean you wo n't? You're the goddam Deputy Mayor - of course YOU WILL.

What is it, another strike? That's all right - I can take another STRIKE -

- And that means couple number one, Tom and Rusty, are the winners of today's Newlywed Game!

Let'em keep the goddam subway train. Hell, we've got plenty more just like it - we'll never miss it.

Then you'd better empty out one of your Swiss bank accounts because there's no other way out.

- exactly forty - nine minutes they're gon na start shooting those hostages. How would that look in the Daily News? - `` 1NEW YORKERS DIE WHILE MAYOR THINKS!''

I still want the full picture. Get the Police Commissioner, the Chairman of the Transit Authority, and that putz we've got for a CONTROLLER -

They're on their way over now. But it's no good running to them, Nate - you're the Mayor - which means You're gon na do it my way - just like always.

Stop trying to bully everybody, Warren - this is supposed to be a democracy!

Cool it, Warren' - the Commander knows the situation here and we do n't.

- Patrolman Berry - all right if I call you Bob? You performed an act of extraordinary valor, Bob - the people of the city of New York are in your debt.

So long now, Bob - hurry up and get well, will you, fella? And congratulations again.

Thanks for coming up on short notice, fellas - you all know Jessie, do n't you? The Police Commissioner - the Controller - the Chairman of the Transit Authority -?

Uh - better skip it, Jessie - we're running a little short of time. We all know what's going on underground, right? So the main issue is whether to pay the ransom or not. All the rest is secondary. Phil? What do you think?

Come on, Sid - save the poor - mouth for later. How do you vote?

So that's a no. All right, Nate - you've heard from the Three Wise Men - what do you say?

Just what you'd expect - the Times will support you on purely humani - tarian grounds - the News'11 knock you for coddling criminals - and the Post will take both sides at the same time. As for public opinion - you'll carry Manhattan, lose Queens and Staten Island, and split down the middle in Brooklyn and the Bronx. The rich'11 support you - likewise the blacks - the Puerto Ricans wo n't give a shit. So how about it, Nate? - quit stalling.

Wise up, for Chrissake! We're trying to run a city, not a goddam democracy!

You heard it, fellas. Phil - pass the word to the bad guys that we're coughing up.

I'll call - you're liable to spend an hour trying to knock down the interest rate. Come on - everyone downstairs - let's move it!

I do n't care if he's talking to the moon - get your ass inside that of fice and put him on the line!

A subway train's been hijacked. Unless we can deliver a million dollars within -.

- twenty - eight minutes, seventeen people will be assassinated.

Yes, sir - is there any problem about that much cash being available?

Swell. Then will you arrange for us to be given that amount right away?

Listen to me, you stupid goddam piece of shit! if you do n't come through in five seconds flat I will personally find a violation in every inch ofplumbing and wiring in every branch you've got in this whole fucking city!

The point, you dumb cluck, is that the Mayor of the City of New York, trailing by twenty - two points in all the polls, cares enough about seven - teen citizens in jeopardy to make a personal appearance in their behalf!

Let go of that! You're off the case! Look, Nate, all you have to do is say a few words to the hi - jackers over a bullhorn - make a dignified plea for mercy

Hello, Commander - His Honor wants to go down into the tunnel with a bullhorn and make a personal appeal to the hijackers.

I was n't asking for your permission - all you have to do is clear the way.

Prescott at his console , Correll in the b.g.INTERCUT - PRESCOTT & BLUEMED . SHOT - PRESCOTT Sobered and subdued .He disconnects and sits back in his chair , staring at the ceiling .

as Blue steps out of the cab . Green is staring at the hostages , nervously .PANNING SHOT - HOSTAGES On the right side of the car , from face to face .It 's the W.A.S.P. type , who is staring off into space , I sitting next to the Hippie who seems hypnotized by his own wiggling toes .MED . SHOT - BLUE & GREENHe walks slowly down the aisle and stops . in front of the W.A.S.P .Nervously , the man stands . Blue frisks him , quickly and expertly . When he fails to find a weapon , he takes the man 's wallet .As the man sits , Blue looks through the wallet .Blue tosses the wallet back into the teacher 's lap , then turns to face the other hostages .VARIOUS REACTION SHOTS The Passengers - some groaning - some frightened - the Puerto Rican crossing himself - the Hippie smiling softly - etc. . MED . SHOT - BLUE

- the fourth, fifth, sixth, seventh - that's him, next to the freak -

Jesus - look at'em hanging over the edge. When I was a motorman I had nightmares about them falling off in front of me.

He's also dead, most likely. We were moving pretty fast by the time he jumped off.

The Brooklyn Bridge and the myriad ramps leading onto the Drive . An official city limousine curves around a ramp and heads uptown , its siren wailing . The time is SUPERIMPOSED : `` 2:27 '' .

The POLICE COMMISSIONER sits alone in the back seat . He 's . on the phone . From the front seat , MUSIC can be heard coming from the radio .

Harry? I'm heading up to see the Mayor right now. What's it look like down there?

Just make sure they stay out of sight - if the hijackers see them we may have a massacre on our hands.

No! Under no circumstances! Do you understand me, Phil? Absolutely no! We're taking their threats seariously. What've you got above ground?

Harry, tell me something, will you? They're in a tunnel - surrounded on all sides, top and bottom - how the hell do they expect to get away?

Well - we're fully mobilized - I can go down there any time you say with enough firepower to wipe out an army - but I ca n't guarantee the safety of the ` hostages.

Not you asshole! - we're paying the ransom money! Pass the word along to the hijackers.

The BOROUGH COMMANDER sits on the front seat of a prowl car , his feet hanging out the open door , talking on the phone . Around him : SPECTATORS , COPS , activity , noise and confusion .

It's murder, Phil - as usual, they're coming out of the woodwork. I would n't be surprised if we got a couple of thousand thrill - seekers - they really smell blood on this one.

Hell yes - and we're pushing the overflow into the side - streets. We are n't gon na win any new friends, PHIL -

I stuck a patrolman at every inter - section from 14th to 34th, and crosstown from 2nd to 5th.

Deputy Chief Inspector Daniels - from Special Operations. He's a good man, Phil - he handled that protest at Bryant Park last month.

Trucks, cars, emergency, medical and rescue units, searchlights, bullhorns - the works, Phil. I've got two men stationed at every emergency exit as far south as Union Square.

Negative. It's awkward as hell. The T.A. Command Center in Brooklyn has the only direct contact.

Green light - you mean we can rush'em? Jesus, Phil, that's great news - the men are raring to go -!

Borough Commander - to 28th Street Platform - Daniels - do you read me -?

Pass the word along : the Mayor's agreed to pay. Let the hijackers know right away, will you?

Jesus Christi Are n't you guys moving yet? What the hell's going on down there - do you know what the goddam time is?

Yeah? Well if it's not there in thirty seconds you have my permission to go in after it!

Never mind! Drop off two more bikes to look after them and keep going - do you hear me? Keep going.

I appreciate your wanting to help, sir, but you've come at a very bad time.

This is the Borough Commander, Daniels, what the hell's going on?

as we see what the Borough Commander describes - RIOT POLICE , armored and helmeted , scurrying into positions , resembling a commando raid .

- north and south of the train, well concealed - all wearing vests and armed with machine and sub - machine guns, shot guns, riot guns, hand guns, tear gas grenades - and a half - dozen snipers with night scopes. We could fight the goddam third world war down there.

We have a sniper's report that they're moving around inside the car pretty freely - and the one in the motorman's cab is fully exposed and a damn easy shot.

Again , if feasible , we can see what he describes .INTO COMMISSIONER 'S CAR

as the Commissioner 's car swings into the circular drive leading to the side entrance and comes to a lurching stop , the siren trailing off , behind three other official black limousines . The Commissioner jumps out and trots up onto the verandah .

CLOSE SHOT - THE MAYOR as he - sneezes into a Kleenex . As CAMERA PULLS BACK he dries off his upper lip , wads the tissue and throws it . onto the floor . JESSIE , his wife , with frosted hair and harlequin glasses , jumps up from a chair and retrieves it .She baskets it , then turns to Warren LaSalle .There 's a knock and Warren hurries to open the door . in walk three men : The Commissioner , the CONTROLLER and the CHAIRMAN of the Transit Authority .Everyone turns to the Mayor . He sneezes into a Kleenex and tosses it onto the floor .The Mayor and Jessie are left alone . She picks up the crumpled Kleenex .

Warren - tell him other Mayors have to use the house after we're gone.

The safety of the passengers is the only concern of the Transit Authority.

Sure - two dollars I'd pay! But it's a million, Barfly - a one with six zeroes! Is it coming out of your pocket?

My concern is with the taxpayers - someone's oughta be. `` Millions for defense but not one cent for tribute!''

I know a million dollars is a lot of money - but just think what you'll, get in return.

CLOSE SHOT - CROSSWORD PUZZLE as Blue 's hand is busy filling in a word . A knock is heard and CAMERA PULLS BACK as Blue opens the door . Green enters .

Warren sits on the edge of his desk , on the phone .City National Trust ? - the Chairman of the Board , please ? - . -LRB- WAITS . -RRB- This is Warren LaSalle in the mayor 's office - may I speak to the Chairman , please ?He lights a cigarette while he waits .

The BANK CHAIRMAN is a silver - haired man in his sixties , sitting behind a large desk ; on the phone .INTERCUT - WARREN & BANK CHAIRMANThe Chairman looks as though he 's been struck between the eyes . After a pause , he speaks quietly :

Given? I'm not sure I understand what you mean by `` given,'' Mr. LaSalle.

Yes, well, there are certain techni - calities involved in such a trans - action, Mr. LaSalle - terms, duration, signatures -

But `` all that'', as you put it, happens to be what we do for a living, Mr. LaSalle -

Do you know something, Mr. LaSalle? In my entire sixty - seven years no one's ever spoken to me like that.

I do n't think you're following me, Henry - a million dollars, that's all - in fifties and hundreds.

It's ransom money - a subway train's been hijacked - they've threatened to kill all the passengers.

as the Police Commissioner 's limousine is now heading downtown on the F.D.R. Drive , passing the Sutton Place apartment houses and approaching the United Nations , siren screaming .

FEATURING the motorman 's cab of the stalled train . DANIELS , a beefy cop wearing riot gear and helmet , now hears the voice coming over his walky - talky .He sets the hand radio aside and activates the subway transmitter .

Command Center, this is 28th Street - do you read me, Command Center -?

This is Daniels - the Mayor's agreed to pay - inform the hijackers right away.

Even if they make it up here to 28th Street in time - we've still got ta carry it down track on foot.

Hello, Prescott - the truck's been wrecked - somewhere on Lafayette Street. Their radio's gone dead -

What do they expect us to do? If they know we're wrecked how can they ask us to -

If I remember right it comes after Bowling Green - what comes after South Ferry?

We'd better put some men on all of the emergency exits just in case. I'll check back in when I've found a squad car I can use.

You mean Pelham? But they're not supposed to do that yet - how far have they gone?

Oh shit, I'd better clear the cops off that platform. Signing off.

I just had a terrible thought : what if they're not on the train? What if they set the throttle and jumped off? While we're chasing the train they're sneaking out an emergency exit somewhere behind us.

Not very much at the moment, sir - they're sitting down there and we're sitting up here.

No, sir - but it's their move. We're just waiting for them to make it.

No. They're still down there. If the street collapsed we'd probably land right on top of them.

What do we do - wait or get started? If they ever get up to speed we're. gon na have trouble staying with them.

Look, Presoctt - I'm the one who suggested that in the first place - but you shot me down - something about a `` dead man's feature'' -

On our side - two' dead and a long - haired cop on the critical list. Their side?

CLOSE SHOT - BLUE as he greets this news calmly .INTERCUT - PRESCOTT & BLUEMED . SHOT - PRESCOTTPrescott turns and sees that the others , at nearby desks , have been watching and listening . He stares back at them for a moment. , then checks his watch .

SHOOTING down the length of the car . Most of the Passengers excepting the Wino Lady and the Hippie . Both are enjoying their own reveries .At the far end , Brown guards the rear door . At mid - car , Grey stands with his legs astride . ANOTHER ANGLE Including Blue and , behind him , at the front storm door , Green .No one quite knows how to greet this news - except the Pimp who slowly , mockingly , claps his hands together .Blue starts forward , walking slowly , looking at passengers on both sides of the aisle as he goes .Blue , still walking toward mid - car , stops at the Hippie 's estended legs and taps the soles of his sandals with the muzzle of his submachine gun .The . Hippie looks up at him , smiles , and slides his feet back . Blue continues until he comes to Grey . He speaks quietly to him .

Number 33 , the large , stone fortress occupying the entire block , its ground floor windows barred . The following `` FEDERAL RESERVE BANK of N.Y. '' `` 2 : 51 ''

The PRESIDENT stands in the middle of his large green rug , putting golfbaLls at a gadget that automatically catapaults them back . As he finishes lining up a long one , and is just about to stroke , the office intercom buzzes . A little annoyed , he crosses to his desk .The President pushes a button putting the call on the speaker - phone and he returns to his golf .

I got you now, Ben - a million fifties and hundreds. That's more like it. When can you pick it up?

One million? My secretary said it was important. What are you calling me about petty cash for?

Why the hell did n't you say so? Tell me how you want it and have a truck at the Maiden Lane loading platform in ten minutes.

T . V . INTERVIEWS A seriea of head - on television interviews with various individuals in the large crowd gathered at the scene . They all speak directly to CAMERA with the VOICE of a well - known Six O'Clock News PERSONALITY O . S .1 . TACTICAL POLICE A group of the blue - helmeted COPS manning the lines and pushing back part of the crowd .An OFFICER turns to CAMERA .2 . A WOMAN Middle - aged , overweight , . dyed blond hair .3 . TEEN - AGE GIRL Wearing glasses and braces .4 . BLACK DELIVERY BOY5 . FASHION MODEL6 . CONSTRUCTION WORKER7 . HOUSEWIFE8 . HOTDOG VENDOR Under his yellow and red umbrella , doing a land - office business .

This is Roger Grimsby for Eye - witness News, here at the inter - section of 28th Street and Park Avenue South, the scene of this incredible subway hijack -

You're looking now at members of the T. P. F. - the Tactical Police Force - as they attempt to deal with this enormous crowd which is con - tinuing to grow every minute. Officer - officer - this is Eyewitness News -

Officer, how would you estimate the size of this very large crowd?

Compared to some I've seen, Roger, I'd have to say it was ruly. Definitely ruly.

Excuse me, madam - do you have any comment on the drama that's unfolding beneath our feet at this very moment?

Some people feel that our subways have becomes jungles. Any comment on that?

Would you feel more secure if, instead of eight hours a day, the trains and platforms were manned by the Transit Police twenty - four hours a day?

Dogs - all they got ta do is loose a pack of Doberman Pinchers an' sic'em onto that train -

Yeah - I definitely heard it on the radio - they're asking a million dollars for each passenger. That makes sixty - five million dollars in all -

You know how they're gon na get away? The sewers - they got a map of the sewers - just like that French guy, the Count of Monte Carlo

I met you before, Roger - remember two years ago? - at that three - alarm fire in Crown Heights -?

Excuse me, sir - from the looks of things, you could use another pair of hands. I s this your regular corner?

The President comes out of an elevator , is let through an iron gate by a GUARD who unlocks it , locks it again , then turns to unlock a second gate , allowing the President to pass into a corridor . MED . SHOT - TX . MONITORS -LRB- SILENT -RRB- A bank showing various areas of the building on closed circuit . CAMERA ZOOMS IN on one monitor : the.Presid ent is seen walking down the corridor .

The President passes a few wooden trucks on wheels being pushed by armed GUARDS . Farther , on his left , cages marked `` PAYING/RECEIVING '' ; on the right , `` SORTING/COUNTING . '' He turns right .

Still stuck behind the pillar , standing rigidly so as not to be seen from the other side . Now he lifts his radio and speaks softly into it .

Several COMITERS , mostly men , are breaking open the seals on dirty grey canvas money bags , and spilling out the contents - currency tied into packets - and start counting the packets .

His Honor is getting a shot in the rear - end from a DOCTOR as Warren enters without knocking .The Doctor starts taking the Mayor 's pulse .

The SORTERS , mostly women , occupy a large office of . the bull - pen variety . Each is sorting bills by denomination from a batch in her hand , separating them almost faster than the eye can see into the slots of a counting machine , deviating only to throw old , overused bills away into a basket .

CLOSE SHOT - WALL CLOCK It reads : 2:58 . CAMERA PANS to Correll , in his shirtsleeves and sweating now , jumping around , checking teletype messages and bits of scratch paper , talking over several phones at once .CAMERA PANS to Prescott , who is sitting at his desk , watching Correll and shaking his head .Prescott 's face hardens , his jaw muscles tense .A silence in the room as everyone turns to watch Prescott as he speaks into the mike .

A single CLERK is now assembling the ransom money . He selects ten bundles of fifties and five bundles of hundreds - each bundle containing ten packets of one hundred bills - and , after cutting the strings holding the bundles together , proceeds to pair the packets into two hundred bill thicknesses -LRB- one inch -RRB- and fasten on the two rubber bands .

CLOSE SHOT - MILLION DOLLARS It is now neatly piled together - the fifteen thousand bills make a block approximately twenty inches high and twelve inches deep . CAMERA PULLS BACK as the clerk stuffs the money into a canvas bag , then pushes it through a raised window .

TWO GUARDS take the bag , leave the room , CARA FOLLOWING , and hurry down a corridor to the right . Another GUARD opens a gate leading to the security elevators .

A police panel truck , its motor running , parked at the side - walk in front of the loading bays . In front of the truck , eight police MOTORCYCLISTS , astride their bikes , the engines also running , and occasionally racing them with a flick of the accelerator . The time is SUPERIMPOSED : `` 3:03 '' .

It is manned by two patrolmen of the Special Operations Divison - WENTWORTH , the driver , a young , red - headed man with a boyish face , and RICCI , slightly older , on the moody side .

It's a lot of money, Albert. Do you realize how many times you've got to wet your thumb when you're counting out a million?

That's right - kid around. But you know damn well that if we do n't get it up there on time they're gon na blame us for it - you know they're gon na blame us for it.

Look out there, Albert - eight cycles - just for us - and I hear there's gon na be a cop at every single intersection all the way uptown.

Yeah, and while we're tying up the entire New York Police Force, the whole East Side's gon na be ripped off.

Albert, this might be the biggest day of my life and you're determined to spoil it, are n't you?

- proceeding west on Canal Street on our way to Lafayette. Traffic heavy. Over.

Two cycles went down - both riders got banged up - pretty bad. They'll need an ambulance.

Fourteen - David heading north on Lafayette, approaching Vannrnare.

Fourteen - David crossing Houston, heading for Cooper square - You've still got twenty - eight blocks - floor the sonovabitch!

Beautiful - really beautiful! I've always wanted to do this - we're scaring the shit out of everybody.

What's wrong with you, Albert? This is something you can tell your kids about some day.

You know something, Albert - you're absolutely right. Next corner we're turning right, crossing the bridge to Brooklyn and you and me, we got ourselves a fast million bucks, free and clear.

Be ' s on the radio .A LIEUTENANT interrupts him .He slams down the mike .

Sir - we just got word that the Mayor's on his way down. BOROUGH COMMANDER Terrific. Tell him we'll hold the crowd'til he gets here.

I'm warning you two guys - if I do n't see your faces before the deadline, I do n't ` want to see them at all! Ever!

as the two Guards run out of the Federal Reserve , each holding one end of the money sack , each with his gun drawn , and head for the Police Truck . The time is `` 3:05 ° . They throw it into the front seat on Ricci 's side and slam the door . The motorcycles are already starting to move , shoving off , their sirens wailing and the truck starts after them .

A COP on the corner waves the procession - motorcycles and truck - right on Nassau , one of the narrowest streets in the city - cars are parked half up on the sidewalk - and they head uphill toward John Street . OVERHEAD SHOT From the roof of one of the office buildings , as the police truck continues along Nassau , past john , Fulton , Ann , and on toward Beekman , the eight motorcycles leading it .

CAMERA PANNING with the truck as it follows the cycles out of Nassau , a swing to the right at Spruce , and then enter - ing Park Row -LRB- with City Hall on their left -RRB- heading up the wrong way , against the traffic , COPS at every intersection .

WENTWORTH 'S POV -LRB- UNDERCRANKED -RRB- SHOOTING through the windshield from the Driver 's point - of - view - the eight cycles clearing the way , the oncoming traffic pulling over -LRB- and the expressions on the drivers ' faces -RRB- as the truck careens through .

Wentworth is grinning , really enjoying himself . Ricci , holding the sack of money on his lap , is scowling .

as , tires screeching , the truck swings over to the right side of the street . Traffic coming off the Brooklyn Bridge is being held up at the ramp . The time is SUPERIMPOSED : `` 3:06 '' CAMERA PANS with the truck as it passes Chambers Street and heads up Centre .

as the cycles , sirens screaming , followed by the truck , race past the Federal Court Building , the City Courthouse and the Criminal Courts Building .

as a COP at the corner waves the cycles and truck left on Canal , the traffic ahead on Centre being too heavy . The time is SUPERIMPOSED : `` 3:09 '' .

as the cyclists turn right onto Lafayette , against the on - coming traffic -LRB- Lafayette is one - way downtown at this point -RRB- the two lead bikes sideswipe each other and , going out of `` control , topple over , sending their drivers sprawling . The truck slams on its brakes , . screeching to a stop just short of the pile - up .

A SERGEANT manning the radio at the Command Post shouts to the Borough Commander who is off to one side , issuing orders to a small squad of policemen .He starts for the radio in one of the vehicles . The time `` 3:10 '' He grabs the mike .

as the truck , led by only four cyclists now , continues speeding north . The time is SUPERIMPOSED : `` 3:11 '' .

as it sits in the darkness . The time is SUPERIMPOSED : `` 3:11.34 '' as now the seconds are shown , running - `` 35 - 36 - 37 - 38 - '' and will continue to do so throughout the following scenes .

as the SUPERIMPOSED time continues running - `` 3:11.39 - 40 - 41 - 42 - '' and Blue regards his watch . Then he opens the cab door .He looks at his watch as the.SUPERIMPOSED time continues to run : `` 3:12.07 - 08 - 09 - ''

as the four motorcycles and the truck , sirens all going , whip through the intersection against the light , a COP holding traffic . The SUPERIMPOSED time continues running : `` 3:12.10 - 11 - 12 - 13 - ''

Wentworth is bent over the wheel , all determination now .WENTWORTH 'S POV SHOOTING THROUGH the windshield . -LRB- as the SUPERIMPOSED time continues to run : `` 3:12.26 - 27 - 28 - 29 - '' -RRB- The tail - lights of the cycles are twinkling red ` as they begin braking - a tractor - trailer is stretched across the street , lining up its rear - end with the narrow opening of a loading bay , in preparation for backing into it . Now the truck starts backing , and while there is still some space open . -LRB- on the sidewalk . -RRB- it is closing fast . The cycles screech to a stop but it is clear that the truck does n't intend to as it bumps up onto the sidewalk , and starts for the opening . But it is now too narrow . The screeching brakes of the truck are heard as it starts to skid around , the panorama flashing by sickeningly and , perhaps , a crash and , perhaps , the scene flopping over as the truck , perhaps , rolls over onto one side .

The Police Truck lying on its side , its wheels still spinning , the siren still running eerily . And the SUPER - IMPOSED time still running : `` 3:12.38 - 39 - 40 - 41 - ''

CLOSE SHOT - PRESCOTT On the radio - the time still SUPERIMPOSED and running : `` 2:12.42 - 43 - 44 - 45 - ''He punches a button on the console as the SUPERIMPOSED numbers now reflect the time down to the tenth of a second : `` 3:12.55 -LRB- 0 - 1 - 2 - 3 - 4 - 5 - 6 - 7 - 8 - 9 -RRB- - 56 -LRB- 0 - 1 - 2 - 3 - 4 - 5 - 6 - 7 - 8 - 9 -RRB- - 57 . -LRB- 0 - 1 - 2 - . -RRB-The SUPERIMPOSED time freezes : 1:12:59 '' Prescott exhales sharply and sits back in his chair , exhausted . The SUPERIMPOSED numbers disappear .

as two motorcycles , sirens blasting , push their way through the crowd and stop at the Borough Commander 's command post . One driver alights and goes to help the other remove the canvas sack of money off the back of the second bike . They carry it together to the Borough Commander .He has addressed two uniformed men - a Transit Cop -LRB- MISKOWSKY -RRB- and.a Tactical Policeman -LRB- O'KEEFE -RRB- - standing together drinking coffee out of containers . They hurry over and salute .He shows it hanging from his belt .They take the sack from . the cyclists , hike it up onto O'Keefe 's shoulder and hurry off , running down the steps into the subway . Now a chorus of booing is heaxd .WIDER ANGLE The Mayor , wrapped in a blanket , is smiling and nodding as he passes through the crowd , led by a wedge of COPS , flanked on one side by the Commissioner , and on the other by Warren LaSalle . The BoroughrCommander waits for him , shaking his head in disgust .The Mayor and entourage join him .The Commander looks at the Commissioner who stares right back , blankly . Then he turns to the Mayor .The Mayor turns and starts back through the crowd , Warren chasing after him .

carry the money. Now move it - you've only got about eight and a half minutes.

You realize we got four submachine guns ahead of us and all those jokers behind us? I feel like I'm walkin' into the fuckin' O.K. Corral.

I'll never get this crap off. One of these days they oughta clean up this subway.

All that can be seen in the darkness is a flashlight , its beam swinging back and forth , coming toward CAMERA . The time is SUPERIMPOSED : `` 3:18 '' . ANOTHER ANGLE -LRB- TRAVELLING -RRB- Miskowsky and O'Keefe walking along the roadbed , between the rails , Miskowsky swinging the flash , O'Keefe . carrying the sack on his shoulder , both looking around nervously , CAMERA MOVING with them . Finally :MED . SHOT - SHARPSHOOTER MISKOWSKY 'S POV -LRB- TRAVELLING -RRB- A FIGURE in the shadows , standing behind a pillar , seen only in silhouette as CAMERA PASSES him - his helmet , his high - powered rifle , etc. . - looking very menacing . MED . SHOT - MISKOWSKY & O'KEEFE -LRB- TRAVELLING -RRB-LONG SHOT - FIRST CAR - O'KEEFE 'S POV The lone car , lit from within - and the silhouette of Brown at the rear storm door . MED . CLOSE SHOT - JAMES Standing behind his pillar . Now he turns his peaked cap around and , turning his face to the pillar , slowly moves his head to one side . MED . SHOT - FIRST CAR - JAMES ' POV SHOOTING from behind the pillar . As the CAMERA slowly CRABS , the subway car comes into view - and we see Brown standing at the rear door , much more clearly than before . MED . CLOSE SHOT - JAMES as he . peeks around the pillar . Now , slowly , he brings his right hand up and , pointing his index finger.like a gun , `` fires . ''He blows imaginary smoke from the end of his finger , pleased with himself .ANOTHER ANGLE From the other side of the pillar as James ducks back behind it , turns his back to it and looks around for another way of amusing himself . He notices his real gun in a holster at his belt and unbuttons the strap , freeing it . Then he assumes the stance of a gunfighter , hand poised over it , knees slightly bent . Then , moving suddenly , he slaps his holster , wheels , fires without aiming - and there 's a reverberating BANG , the shattering of glass and the figure in the subway car reels back . James looks at his hand in amazement - there 's no gun in it . Then , at the same - time , Brown has recovered his balance and begins firing his submachine gun , the bullets ricocheting off the metal pillars . MED . SHOT - MISKOWSKY & O'KEEFE as they drop onto the roadbed , bullets whining all around them .O'Keefe pushes the sack of money in front of them and they press flat behind it .

Sharpshooters - we got a couple dozen of'em spread all over the place. There's one -

Look - there it is - I can see it. There's somebody standin' in the rear door.

Blue is hurrying from the Conductor 's cab to the rear of the car , passing between the two rows of stunned passengers who watch in silence . The storm door window has been smashed and there is glass all over the floor nearby . Brown is just in the process of sitting heavily in the single isolated seat near the door , a dark red patch blossoming on his sleeve , just below the right shoulder , his sub - machine gun resting in his lap . He begins examining his wound with his left hand . Grey s - ands at the rear door , pressed flat against the wall , peering out .Reluctantly , Grey goes back to mid - car .Blue spots something , bends and picks up a lump of metal which he tosses to Brown who watches it in his bloodied left hand , glances at it , then throws it away .

His back to the pillar , ` he has his radio up to his face , whispering into it .

CAMERA PANNING the Passengers sitting on one side of the car , the Passengers staring back at CAMERA -LRB- Blue -RRB- , then we cross the aisle and PAN BACK up the other side . CLOSE SHOT - BLUEREACTION SHOTS - PASSENGERS as they turn to look at whomever Blue has indicated . CLOSE SHOT - BUD The conductor as he looks up and touches his chest with a finger .WIDER ANGLEBud still hesitates .He leads Bud by the arm back to the rear of the car , every Passen gar 's eye on the conductor as he passes , his free hand moving from overhead strap to strap .They have reached the rear where Bud manages to avoid looking at Brown while Blue slides open the door .Bud looks at him , then accepts Blue 's offer of help as he starts to swing down onto the roadbed .

Still face down behind the canvas sack . Now O'Keefe raises his head .LONG SHOT - FIRST CAR - MISKOWSKY 'S POV as the conductor heads for CAMERA . He hesitates , turns back to the subway car behind him , then continues walking . Suddenly Brown looms in the doorway , his submachine gun poised , and now fires a short burst , the muzzle flashing . MED . SHOT - BUD as he staggers , reaches upward , then crumples as he passes CAMERA , falling forward , CAMERA following him down . One of his outstretched hands comes to rest near a pillar and a black shoe . CAMERA then PANS UP to James ' terrified face .

Still lying behind the sack of money .Miskowsky and O'Keefe regard one another , then get slowly to their feet and brush themselves off .He switches on his flashlight .

Transit cop - I'm up ahead. I got orders for you. Resume your delivery.

Brown at the rear door , watching the track . Now he turns and calls . -Blue returns to the rear and stands watching with Brown .

as they proceed , Miskowsky sweeping the light from side to side , and O'Keefe carrying the sack . Now Miskowsky 's light picks out Bud 's dead body on the track - and then Caz Dolowitz .They continue toward the first car .

Blue now opens the rear door as the flashlight 's beam sweeps across the back end of the car . Now Miskowsky and O'Keefe appear - only their faces peering into the car . O'Keefe tosses the sack off his shoulder onto the car 's floor and it lands with a thud . Miskowsky and O ' I : eefe look up at Blue and Brown who merely stare back . No one speaks . Then the two policemen turn and go . Blue now busies himself with opening the neck of the sack , then lifting the other end so that the 75 bricks of money spill out onto the floor in a heap . REACTION SHOTS - In rapid succession : Blue , Brown , Grey and Green , their eyes glued on the money - and then Various Passengers : the Pimp , the Hooker , the Old Dian , the Drama Critic , the Hippie , the Puerto Rican , the Fag . MED . SHOT - REAR OF CARHe gestures for Grey to join them which he does , his eyes on the money all the time .Blue watches while both Grey and : Brown remove their raincoats , jackets and finally their shirts . Brown has a blood - stained kerchief tied around his right upper arm . Both wear what can only be called money vests : canvas , sleeveless , fitting over the head like a Mae West , with ties on the sides , and containing pockets , 20 in all , front and back .Blue continues to observe for a mc - , ment as Grey starts inserting packets of pills , one to a pocket , into Brown 's vest , as Brown stands stiffly , his hands at his sides . Then Blue walks to the front end of the car , joining Green .He goes into the motorman 's cab and shuts the door .

Prescott at his desk , waiting . Then : This is Pelham One Two Three - do you read me , Prescott - ?INTERCUT - BLUE & PRESCOTTPIED . SHOT - PRESCOTTPrescott sits back for a moment , thinking . Then he punches a button .INTERCUT - PRESCOTT , GARBER & DANIELSMED . SHOT - PRESCOTTHe disconnects , then rises and crosses to Frank Correll who 's still frantically leafing through teletype dispatches and shouting into a phone .He slams the receiver down , then notices Prescott looking down ` at him .Prescott reaches into his pocket , removes his service revolver and , grabbing Correll by the chin , pushes his head back and places the muzzle of the gun into his eye .

It stands , as before . in the semi - darkness . Then , suddenly , the lights in the tunnel and inside the car flash on - the power has been restored . The time is SUPERIMPOSED : `` 3:28 ''

All lights are on and the Passengers react to the sudden brightness . Brown , fully dressed again but looking even bulkier with the addition of the money , stands at the front end of the car now . Grey.is at mid - car , also dressed again . Blue and Green are at the rear end , the latter having just finished filling the former 's money vest and now helps him on with his jacket and raincoat . Blue moves to the center of the car .He heads for the motorman 's cab , Green right behind him . The Pimp looks at Grey for a moment .

Blue stands to one side as Green sets up at the controls and checks the track ahead .Green edges the controller forward and the car responds .

CLOSE SHOT - MODEL BOARD as the red slashes representing Pelham One Two Three are moving . WIDER ANGLE Featuring Marino who is staring up at the Board .

Blue and Green .GREEN 'S POV SHOOTING through the windshield . Ahead , the 23rd Street Platform is drawing nearer - and there is a CROWD waiting , many leaning over to look uptrack at the approaching train .

as the lone car passes slowly through . The long - stranded would - be RIDERS start to shout , whistle and bang on the windows and side of the . slowly passing car .

The . terrified Passengers and the uncertain Brown and Grey as the car runs the gauntlet of the irate crowd outside ; they all shy from the poundi ng fists .

The red lights moving past 23rd Street . CAMERA WHIP PANS to Mrs. Jenkins on t : : e radio .

A police squad car inches along , crossing 23rd Street , heading downtos 'm .

CLOSE SHOT - CONTROLLER HANDLE Green 's hand pressed down on it .CAMERA PULLS BACK to include Green and Blue .

Closed down for some years , the station platform is no more brightly lit than the rest of the tunnel , giving it an eerie look . The first car of Pelham One Two Three rolls slowly through .

Blue and Green are straining their eyes against the darkened tunnel ahead .

The red lights representing Pelham One Two Three stop . CAMERA PULLS BACK to include Marino , Mrs. Jenkins and some of the Towermen , all watching the board .

Blue is hanging the mike back on its hook before lending Green a hand with the bulky valpac that originally came onto the train with Blue .They are unbuckling the straps and unfolding the canvas bag , then attacking the zippers .

Still no answer . He sits back and thinks for a moment . Then he turns to Correll .

CLOSE SHOT - GLZ11CK as it is pulled from the valpac - a cast - iron , shoe - like form with a molded , hollowed - out area on one side . It is clearly heavy enough to require both of Green 's hands to heft it . CAMERA PULLS BACK to reveal him , grunting , setting it over the controller handle which it fits perfectly . Blue stands by , watching .Blue now hands him a length of pipe , some six inches in length . Green takes it , fits one end into a socket on top of the gimmick , facing toward the windshield , and screws it in . Then Blue hands him his submachine gun . Green looks at him for reassurance .Green attacks the windshield with tine stock of the gun , opening a great splintered hole .

as the Passengers react to the sounds of breaking.glass coming from within the i iotorman 's cab .

The front window is almost completely out - only a few pieces of glass cling to the frame .Green uses the gun 's barrel to scrape around the edges , clearing away the last traces of glass . Blue now hands Green another length of pipe - this one about three feet long . Green fits one end over the protruding end of the attached short pipe - not screwing it , merely fitting it . The other end extends straight out the glassless windshield .Green yanks at the long pipe and it separates from the shorter one .He reattaches it .Green leaves the cab . FRONT STORM DOOR Brown standing guard as Green comes out of the cab . The two men exchange glances but no words as Green opens the storm door , stepping out .

As Green jumps onto the roadbed and comes around in front of the car , his shoes crunching the broken glass . % Lbove , from the cab , Blue hands Green down still a third pipe , this one the same length -LRB- three feet -RRB- as the second . Green now screws one end of the third to the protruding end of the second , but at such an angle that the construction now . turns sharply left , extending toward the tunnel wall , beyond the side line of the train .Green returns to the storm door c There Brown extends his left hand and pulls Green back up into the car .

Blue is inspecting . the placement of the gimmick over the controller as Green enters .

Union Square Park . A police squad car sits at the curb . The time is SUPERIiIPOSED : `` 3:41 ''

Daniels on the radio .As Daniels hangs up the mike the rear door opens and Prescott sticks his head inside .Prescott climbs into the back and closes the door .

Blue and Green .He gives the mike a strong tug and - snaps the wire .Green leaves the cab . Blue examines the gimmick one last time , then follows Green out .

CLOSE SHOT - EMERGENCY BRAKE CORD as the rope with the red wooden handle , which dangles some six inches from a hole in the ceiling of the car , is cut by a pair of clippers inserted into the hole . CAMERA PULLS BACK to include Brown , standing on a seat behind the Motorman 's cab . WIDER ANGLE Including Grey who is cutting the brake cord at the other end of the car . Now , submachine gun in hand , Brown opens the front storm door , crouches and drops out of sight . Then Grey starts for the rear door , hesitates , returns to the Hooker and bends to whisper something in her ear .Snickering , he returns to the rear door , opens it and disappears . At the front of.the car , Green backs out of the door , closing it after him , and is helped down to the roadbed by Brown from below . Only Blue is left . He holds his submachine gun easily cradled in one arm as he moves through the car .He has reached the rear , walking backwards , and now gropes behind him for the door handle .Blue does n't answer as he opens the door and backs out onto the metal landing . Then he closes the door and drops down to the track . The Passengers , left alone , look at one another uncertainly .

The four hijackers are deployed along the side of the car - Green in front with Brown , Blue in back with Grey .Green , a hand on the protruding pipe connected to the controller handle inside the Motorman 's cab , now grabs it with both hands and pushes inward , toward the train .

CLOSE SHOT - CONTROLLER HANDLE as it is moved clockwise , through switching , into the series position .

The train starts to move . As it does , Green tugs sharply back on the pipe and the two longer sections , angled together , disengage and come loose in his hand . He starts to lose his balance but Brawn grabs him and pulls him back to the tunnel wall . The train it picking up speed rapidly as it slides by them .

as it accelerates . The Passengers continue looking around , not sure what 's happening . Suddenly , without warning , the Hippie jumps to his feet and , running in a crouch toward the rear of the car , draws a revolver .He slides open the rear door of the now - rapidly - moving car and dives out , leaving the Passengers even more confused .

Thank you, sir - I only did what any other man on the force would've -

as the car rattles away and he lands hard , rolling over -LRB- perhaps hitting a pillar -RRB- , dropping his gun and sustaining arm and head lacerations . He lies , face upwards , semi - conscious , fairly bloody . MED . SHOT - BLUE , GREEN , BROWN & GREY as they group .

The red blips are moving . Mrs. JENKINS ' VOICE Grand Central Toner to Cozna.nd Center - Pelham One Two Three in motion -

Prescott still in the back seat , Daniels up front with the Driver .

- passing 14th St. station and running. Speed approaching 35 miles per hour.

Pelham One Two Three reported halfway, between Astor Place and Bleeker, speed increasing -

Blue , Green , Brown and Grey have moved to the door leading to the exit chamber -LRB- under a grating in the street above -RRB- , beneath the bare white bulb .SUBMACHINE GUNS They set them down on the roadbed .They remove their disguises anal we see their faces for the first time .

as it bumps and rattles along . The Passengers have remained seated .The Hooker has been looking around with growing anxiety and now , she stands up .There 's a moment 's silence as everyone digests this news . Then the Mother screams .

He raises himself on one elbow and shakes his head . He wipes some blood off his face and looks at his fingers .He looks off . EMERGENCY EXIT - HIPPIE 'S POV as Blue , Green , Brown and Grey take off their coats and begin turning them inside out - illuminated by the over - head bulb . CLOSE SHOT - HIPPIE He blink , still in a foa . He lcoks at his empty hand for . a moment , trying to remember what should still be in it but is n't . Then he begins groping around on the ground , and whispering to himself , barely audibly .NED . SHOT - BLUE , GREEN , BROWN & GREY as they are putting their coats on again . Grey 's is now a light beige poplin ; Brown 's a mediumn grey with fur collar ; Green 's a tan herringbone ; weed ; Blue 's a salt and pepper Donegal .They remove new hats from their coat pockets - Grey 's a powder blue low - crowned golfing hat ; Brown 's a grey with short upturned brim ; Green 's a grey Russian astrakhan ; Blue 's a brown cap with short visor .

CLOSE SHOT - PRESCOTTWIDER ANGLE Including Daniels .Daniels considers for an instant , then turns to the Driver .

as it pulls a U - turn in the middle of the block -LRB- Broadway -RRB- , tires squealing , barely avoiding a bus . The time is `` 3:48 . '' INTO TUNNEL Blue , Green , Brown and Grey .They each remove a snub - nosed pistol , check it , then return it .All of them pick up their submachine guns but only three remove the magazines and then place the guns back dcwn again . Grey merely watches the other three , . continuing to hold his gun under his arm , a slight smile on his face .Without any warning , Blue , whose Wright hand has been in his pocket , fires his pistol through his coat , catching f Grey full in the chest . He staggers back , bumps against the tunnel wall and collapses , landing on his side . Blue bends , pries the submachine gun ` Loose from Grey 's death grip , removes the magazine , pockets it , and tosses the gun away . Green has watched all this in near panic .Brown watches with a detachment bordering on disinterest .They start to work on the dead body as Green starts undressing .

as the single car roars through the station , the darkened front window divulges nothing .

Some of the Passengers have gone to the front of the car . The W.A.S.P. is trying to open the door to the Motorman 's cab , but there 's no outside handle so all he can do is pound impotently against it . The Mother remains in her seat holding her two boys pressed against her . Now the Old Man starts pushing his way up front .The car careens into a curve and sways wildly as the metal wheels scrape and screech . There 's a good deal of scream - ing and shouting from the Passengers as several fall down . The Old Man starts to topple but the Pimp steadies him .THE TUNNEL -LRB- UNDERCRANKED -RRB- SHOOTING straight ahead from the - front of the train . Nothing but green lights ahead as the train races along .

Propped up now against a pillar , straining to look at something , off . HIJACKERS - HIPPIE 'S POV Blue and Brown are tying the second money vest on Green , then help him on with his shirt 4nd coat . MED . SHOT - HIPPIE He returns his attention to the business of locating his gun . He scrapes the heel of an extended leg -LRB- to his extreme discomfort -RRB- along the ground hoping to discover it - and does . Seeing it , he now goes through the painful exercise of reaching for it - finally managing this , too . Now , lifting one knee as a gun mount , he holds the revolver in both hands and starts to take aim . HIJACKERS - HIPPIE 'S POV with the gun in the foreground , its sight being shifted as the three men are preparing to leave through the emergency exit . Now the Hippie 's vision -LRB- FOCUS -RRB- blurs for a moment , and when it clears , Green has already disappeared through the door and Brown is right behind him . The gunsight centers on Brown 's broad back - and the gun fires . Brown convulses and topples backwards .

Blue stands behind a pillar , his gun in hand , peering into the darkness , trying to locate the marksman . Green is in the well of the emergency exit , beside the metal ladder that leads up through a grate and out onto the street . Between them , before the open doorway to the well , Brown 's body lies face up on the ground . Green now gestures for Blue to come across the open area separating then .Green hesitates , looks up the ladder , looks back at Blue .Blue looks at him fora moment , then checks his pistol and , slowly , steps out from behind the pillar . A shot rings out immediately and the ricochet off the pillar zings loudly . Blue calmly fires twice at the muzzle flash . MED . SHOT - HIPPIE Both shots have connected , one hitting his arm and sending the pistol flying away , the other into his upper chest , below the right shoulder . He topples over , sprawling across one rail , onto the roadbed . ICED , SHOT - BLUE He has stepped back behind his pillar again to listen . Silence .He listens again , then leaves his pillar , and hurries downtrack to the next where he again waits and listens , MED . SHOT - HIPPIE Inadvertently , he groans . MED . SHOT - BLUE He has heard . Now he steps out from behind the pillar and starts forward to the next , a - little more secure .

as the single car flashes through the station . THE TUNNEL -LRB- UNDERCRANKED -RRB- As before , SHOOTING straight ahead from the front of the train . Still nothing but green lights .

Most of the passengers are now packed at the front of the car , staring out at the track - ahead .

Now he can see the Hippie lying across the track ahead . He slowly starts toward him , calm , his pistol at his side .MED . SHOT - GREEN as he climbs up the ladder and starts pushing up the grating above his head . ' MED . SHOT - HIPPIE Barely conscioous , unable to move , he watches Blue approach . MED . SHOT - BLUE as he continues walking , unhurried , toward the Hippie . Finally he arrives , stops , looks down at the injured man .Almost imperceptibly , the Hippie nods - just once .He lifts his gun to aim and fire and the Hippie manages to turn his head away . Then there 's a shot - and Blue crumples to the ground , dead . ANOTHER ANGLE as Prescott comes up and stands looking down at Blue 's body . Then he turns his attention to the Hippie , bending beside him . All he can see is the long blond hair .

CLOSE SHOT - SIGN Identifying the stop - `` SOUTH FERRY '' . CAMERA Ti7HIP PANS to the track as the lone car of Pelham One Two Three roars in and , speed undiminished , roars out .

The old man is sitting now , his head in his hands . The W.A.S.P. , the Hooker , the Pimp and one or two others , are still jammed up against the window . 'THE TUNNEL - HOOKER ' S POV -LRB- UNDERCRANKED -RRB- A sharp curve ahead .The train rushes into the curve and then , as the wheels start to screech , a red signal comes into view - and CAMERA ZOOMS IN on it .INSERT - SUBWAY CAR WHEELS If possible , showing the trippers working on the car to stop it .

With a hissing sound , and as everyone is thrown forward , the car decelerates quickly and finally stops - and there is complete silence . VARIOUS REACTION SHOTS - PASSENGERS - The Puerto Rican crossing himself . - The Mother hugging her two sons to her , weeping . - The Pimp , sitting , his head back , staring at the ceiling . - The W.A.S.P. lightin_g . a , cigarette with trembling . hand . - Etc. . MED . SHOT - OLD MAN & HOOKER He slowly looks up , then around , finally at the Hooker and he smiles .CLOSE SHOT - WINO LADY She opens her rheumy eyes for the first time .

TRAVELLING with Prescott as he walks and surveys the scene : Several squad cars standing at the curb , their red lights flashing and revolving ; and now an ambulance , siren wailing , pulling up . A couple of COPS help the ATTENDANTS with their wheeled stretcher and hurry off with it . Prescott heads for one of the squad cars and the time is SUPERIMPOSED : `` 4:06 '' He arrives at the car and leans in to talk to Daniels .He indicates the back seat with his thumb . CAMERA PANS to pick up Green , sitting sadly , staring at nothing in particular .

At his desk , operating furiously on the phone , the radio , with dispatches , his sweat - soaked shirt clinging to him .He shuts off all his lines and sits back , looking around . His RELIEF MAN is standing by .He rises wearily , takes his coat off the back of his chair , and watches as the Relief Man slips into the seat .Correll nods and starts out .He waves and starts off , across the large room . The others watch him go .The time is SUPERIMPOSED : `` 8:21 ''

It's gon na be pretty dull around here tomorrow, Frank - what're you gon na do for an encore?

HIPPIE 'S POV - BLURRED Then coming into FOCUS - a group of men -LRB- the Mayor , the Commissioner , Warren LaSalle and a DOCTOR -RRB- are standing looking down at the Hippie -LRB- CAMERA -RRB- lying in bed .ANOTHER ANGLE including the Hippie in bed and a NEWS CAMERMAN standing by . The Mayor is wrapped . in a heavy overcoat , a woolen muffler and a fur hat with ear - muffs .The Mayor reaches out to shake hands , but the Hippie is too weak to lift his - so the Mayor picks it up from atop the covers and pumps it . A flashbulb pops from the Photo - grapher 's camera . Then the Mayor sneezes again .I 've already put you in for pro - motion .But they 're already moving toward the door .The Hippie 's eyes slowly close as he goes back to sleep . The time is SUPERIMPOSED : `` 9:03 . ''

as Prescott comes down the front steps , alone , wearing a raincoat against the night 's chill . He starts off down the street .

Most of the stores closed , their iron grills drawn , as Pres - cott walks along . He stops at a corner newsstand that 's just being boarded up by an OLD WOMAN . He spots the Daily News headline - `` I.R.T. TRAIN HIJACKED ! '' - and buys one .He starts off down the street again , having folded back the front page and now reading the third page . Suddenly he crumples the paper into a ball between his two hands , fakes dribbling it along the sidewalk , makes a good move , fakes one man , spins away from another and , hooking a high arching shot at a wire mesh trash basket , watches it hit the rim and bounce away , onto the pavement .He keeps on walking as the time is SUPERIMPOSED : `` 10:14 . '' FADE OUT . THE END

Kevin Grevioux, Len Wiseman, and Danny McBride Second Draft May 19, 2002FADE IN:

RUSHING WIND, TORRENTIAL RAIN. A STONE GARGOYLE, oily black and slick with rain, snarls at the stormy night from a narrow ledge atop a five story building. CAMERA PANS TO REVEAL-- SELENE, a strikingly gorgeous vampire, hunched forward in a gravity-defying pose, not unlike the gargoyle, her leather trench coat fluttering in the wind. Frigid rain slashes the night, yet her face remains a mask of unearthly concentration. She could easily pass for a statue carved of pure alabaster: a silent, immortal presence gazing down upon the busy streets below. CUT TO: HER POV - LOOKING DOWN ON THE STREET TWO LYCANS (WEREWOLVES, IN HUMAN FORM) weave their way down a narrow sidewalk choked with pedestrians and umbrellas. (NOTE: Visual clues will be given to clearly distinguish lycans from humans. This may incorporate a distinct style of dress, facial hair, and scarred patterns similar to cattle brands.) CLOSER ANGLE - ON THE LYCANS - AS SEEN THROUGH TELEPHOTO LENS RAZE, 250 pounds of barely-contained murderous intent, takes the lead, shoving the SMALLER LYCAN out of his way. His eyes locked on a MAN several dozen yards ahead of him. This is MICHAEL CORVIN, 28, ruggedly handsome, who appears to be a common pedestrian at this point. In short, Selene has no idea the lycans are stalking him. And neither does he. ZIP-ZIP-ZIP. A flurry cf digital photos are snapped: mostly of the lycans, but several catching Michael's likeness as well.

A DIGITAL CAMERA LENS drops from frame to reveal the shimmering eyes of an ANGELIC VAMPIRE. He too is perched gargoyle-fashion on the ledge of a rooftop. He cocks his head like a bird of prey and peers across the dingy alley separating his building from-- SELENE '.S ROOFTOP Selene watches in silence as the lycans pass beneath her roost. A beat, then, flashing a hand signal, she steps off the ledge: a leather-clad specter plummeting a full five stories into the alley below!

Selene lands with the elegance of a jaguar; so inhumanly smooth and graceful that she almost appears to be striding away before she hits the wet cobblestone. The angelic vampire lands behind her with the same unnatural grace, as does yet another YOUNG VAMPIRE. They quickly fall into step with her, trench coats snapping in their wake -- a trio of steely-eyed killers.

Exiting the alley, Selene and her deadly cohorts melt into the crowd and stealthily follow the lycans.

Michael abruptly scurries across the street, dodging traffic, and heads fo.r a Subway Station. As the lycans move to follow him--

WHOOSH! The vampires scatter, flowing through the crowd like ethereal beings and dissolve into the shadows and rain.

Noisy, bustling with commuters. We find Selene kicking back against a kiosk, waiting, watching, ready for anything. She glances up at the flood of humanity pouring down an escalator. HER POV - MICHAEL, sopping wet and miserable, slicks his hair back as he rides.down the meta: stairs. Selene lingers on his face for a moment. He suddenly turns, catches her staring at him. Selene averts her eyes, taken aback, and resumes scanning the crowd. Michael is absolutely riveted, unable to shake his stare. Clad head to foot in black leather she's an exotic apparition, wild, mysterious ... everything he is not. But the spell is unexpectedly shattered as a SUBWAY TRAIN goes ROARING out of the station. Michael turns to catch another glimpse of her, but she's gone. Shaking his infatuation, he heads off towards the platform. Second Draft revisions 5/19/02 3 Behind him, the lycans force their way down the escalator and move off into the crowd. A beat, then Selene and the angelic vampire slink from the shadows and stealthily follow them.An ERUPTION of AUTOMATIC GUNFIRE. Terror sweeps across the platform. Commuters hit the deck, run for their lives, etc.Michael bites his lip, screw it, and scurries through the line of fire like an Army field medic and starts feverishly applying pressure to her wound. {NOTE: Michael is so preoccupied with saving her life that he n~ver gets a good look at the immortal combatants.)ANOTHER EXPLOSION OF AUTOMATIC FIRE. Michael cringes, shields the girl's face. Behind him, across the platform--0 She slams a fresh magazine into her Glock 18: a pistol which can fire both single roundsand fully automatic bursts. She dodges a look around the edge of the kiosk, sees Michael tending to the gunshot girl. And charging his way, clawed fingers outstretched, is· the smaller lycan! Selene takes aim, squeezes the trigger, BLAM! A bullet tears into the lycan's shoulder, sending him slamming to the ground. He flees towards the subway tunnel, floor tiles EXPLODING all around him as Selene goes full-auto! Without warning--Wincing in agony, he digs two fingers into his wound and tugs out the bloodied remains of a silver bullet. HISS! The shiny metal SIZZLES his fingertips. He tosses it.Now he's pissed! Slamming a fresh magazine into his gun, he pops back up and unleashes hellfire! Raze joins in, strafing the vampire's pillar with automatic fury!( '-i INT . SUBWAY 'I'C.rnNEL - CONTINUOUS '<J Selene hits the ground, gracefully dive rolls and springs to her feet, .running full steam after the smaller lycan! Second Draft revisions 5/19/02 6we peer THROUGH the segmented train, its gaps producing a wild and chaotic FLICKERSHOW EFFECT as RAZE MORPHS INTO A WEREWOLF! Even with our limited view it's clear that Raze is nothing less than a quantum leap forward in lycanthropic evolution: a lean, mean, seven foot tall, nasty-ass pit demon with four inch fangs and claws the size of steak knives!She lifts the heavy grate with one hand and peers down into--Second Draft revisions 5/19/02 8SHANK-SHANK-SHANK-SHANK! Razor sharp blades SNAP out of the disks, revealing their true nature: SILVER THROWING STARS! They come WHIZZING THROUGH FRAME! WE HEAR FOUR MEATY SLAPS as RAZE-WOLF is struck in rapid succession. A TERRIBLE ROAR! Selene turns tail, runs for her life. We pounce after her, winding our way through the crumbling tunnel system.the werewolves go silent. Lycans nervously edge from his path as he strides into the crowd. (NOTE: To the audience, Lucian will remain a nameless face until the right moment.) Second Draft revisions 5/19/02 9 As imposing as he is, he seems a breed apart from the other ly\_cans, civilized, cultured ... a man with a plan .. He pauses to rake a gaze of displeasure across the faces of his gathered minions. He speaks with a crisp British accent.The crowd parts to reveal that the werewolves are human again, naked, winded, dripping with blood and sweat. Meet Pierce and Taylor, who will be kno'Wl'l simply as LUCIAN'S HENCHMEN.TWO FORENSIC COPS are down by the tracks, examining the angelic vampire's burnt corpse. CAMERA CRANES UP TO REVEAL-- MORE COPS, PARAMEDICS. The war-torn subway station has been transformed into a crime scene. Michael is pale, shaken, and speckled with blood. A CHUNKY COP is taking his statement.Michael's eyes drift over the cop's shoulder, where TWO MEDICS are strapping the gunshot girl to a gurney.The medics start whisking the girl off towards the exit.He shouts over his shoulder as he hurries off after the medics:

Michael shuffles up to the crowded loading zone. GOTH LOVERS squeeze in next to him, invading his space, and start making out. Michael smirks, shoots them a sideways glance.

as the lycans split up, predators on the hunt, converging on Michael from opposite directions. Without warning--

stops in his tracks, sniffs the air. He turns, catches a glimpse of the angelic vampire. Panic floods his face. Whipping out a modified Uzi, ·he screams:

dive for cover, skinning MP-5 submachine guns and GLOCK pistols as GLOWING BULLETS (ULTRAVIOLET AMMO) ricochet all around.them.

The young vampire, who's been standing watch outside, goes tearing into the station, tossing commuters aside like rag dolls, and disappears down the pedestrian tunnel.

GUNSHOTS, SCREAMS. We find Michael, along with several other terrified commuters, huddled behind a ticketing kiosk.

He reacts as a teenaged girl gets caught in the crossfire and drops to the floor, blood spurting from her femoral artery!

This is the GUNSHOT GIRL. She looks down at her leg, starts gasping in short, repetitious bursts.

You're going to be alright. Do you hear me? That's it. Good. Keep lookin' right at me.

No, no, no. Don't close your eyes. Stay with me, now. Stay with--

dive behind an aqvertising kiosk. All around them, GLOWING ROUNDS strike the walls, shattering tiles.

charges across the plat'form to his comrade's aid, guns blazing, drawing Selene's fire. ·

scurries over the edge of the platform, drops down onto the subway tracks, slumps against the cement barrier.

Th~ young vampire comes screaming down the escalator, guns trained on Raze, forcing him to turn tail and retreat.

use this opportunity to make a feverish dash for the next pillar.

takes several hits, stumbles, slams against a wall. His camera goes skittering across the floor as SEARING LIGHT explodes from his wounds, slowly incinerating him from the inside out!

watches in horror as his SIZZLING corpse tumbles off of the platform and onto the subway tracks. She whirls around, veins screaming for retribution, opens fire, BLAM-BLAM-BLAM!

takes another bullet in the shoulder, not two inches from where she shot him last time! Screw this. He turns tail, scrambles off down the subway tunnel.

snatches up her partner's camera and charges off after him, guns ablaze. TING-TING-TING! Spent shell casings clatter to the floor as she launches herself off the edge of the platform!

Raze scrambles up to the escalator, fires off another salvo. CLICK! He's out of anuno. He shoots one last look down the subway tunnel. Can't go that way--

The young vampire is coming on fast. Raze turns, charges off down a pedestrian tunnel. The vampire follows, guns blazing, leading us on a furious chase through a network of corridors!

Selene races down the tracks, boots splashing through oily puddles, in hot pursuit of the smaller lycan.

Raze charges towards a utility door. PACK-PACK-PACK! Bullets ricochet all around him as, KA-BOOM! He PLOWS through the door and disappears into--

Darkness, the DRONE of MACHINERY. The young vampire creeps in, gun at the ready, like a steely-eyed assassin.

WHOOSH! A SHADOWY FIGURE sweeps past him. He spins around, opens fire, BLAM!-CLICK! The slide snaps back. It was his last bullet.

A LOW GROWL seeps from the shadows. The young vampire ta~es a step back, bumps into a STEEL DOOR. He holsters his gun, tugs a DOUBLE-EDGED SILVER BLADE from his belt. Suddenly, CLICK!

The lights come on. Too late! Raze is thundering his way, fangs bared, glaring at him through JET BLACK EYES!

In the lights of an oncoming SUBWAY TRAIN -- CLANG! A STEEL DOOR on the side of the tunnel is blown off its hinges!

Raze and the young vampire come flying out of the breaker room, tangled in a death grip, and SLAM against the opposite side of the tunnel!

Plummeting to the gravel they immediately face off, fangs bared, predator versus predator! WHOOOOOOOSH! The train THUNDERS past us, instantly obscuring our view.

Selene charges around a bend, stops in her tracks. The smaller lycan has vanished into thin air. She takes notice to a line of MUDDY FOOTPRINTS, follows them to--

Shallow, cramped. Selene enters, scans the ground. A DEMONIC HOWL echoes through the tunnel! She whirls around, WHOOOOOSH!

The subway train THUNDERS past the alcove! Her trench coat flutters wildly as she's engulfed by a VIOLENT SURGE OF WIND!

She presses herself up against the wall, averts her eyes. And in the flickering light of the passing train she sees that the muddy prints mysteriously terminate next· to a drainage grate.

Selene drops down into a dark, crumbling tunnel. She raises her gun, cautiously moves into the inky darkness. Suddenly, PACK-PACK-PACK! Glowing bullets ricochet all around her.

Two rounds punch through her coat! Whirling around she catches a glimpse of the lycan. She dive rolls out of the way, opening fire as she smoothly tumbles head over heels, BLAM!-BLAM!-BLAM!

The lycan hits the dirt, flopping like a spasmodic fish. With a furious growl, Selene SLAMS her boot down on his face and viciously empties the remainder of her ammo into his chest!

He finally goes limp. You get the feeling this is extremely personal. She pries the gun from his hand, the LUMINOUS UV ROUNDS forcing her to wince as she ejects the ammo clip.

Suddenly, from somewhere off in the distance, comes another DEMONIC HOWL! Selene stiffens, another train perhaps?

We come pouncing up to the drainage grate and dive down through the dark opening.

we land in the darkness, stealthily, like a panther. Selene is crouched over the dead lycan, with her back to us. An easy kill. We surge forward with a FEROCIOUS ROAR! Surprise!

Selene whirls around with preternatural speed and hurls FOUR COIN-LIKE DISKS at us!

Selene darts around a corner, out of breath, veins surging with adrenaline. Suddenly, from somewhere nearby, comes a BURST of FRENZIED GROWLS and WILD HUMAN CHEERS!

She turns, sees filtered light stabbing down through a rusted metal grate. She cautiously approaches it. Without warning, a RUSH OF MOVEMENT behind her. A RUMBLING GROWL!

WE HOLD ON THE GRATE as Selene retreats, followed by a DARK FIGURE, Raze, still a werewolf. As the sounds of the chase recede, CAMERA pushes up THROUGH the grate and into--

Seedy, crumbling; packed with LYCANS. Water drips from the ceiling. The vibe is explosive, like a keg party gone awry.

Through a DENSE FOREST OF LEGS we catch tantalizing glimpses of MUSCLED FLESH, BLOODY FANGS, and TERRIFYING CLAWS. Deep within the riled crowd-- TWO WEREWOLVES are locked in mortal combat, growling, snapping, circling each other like rabid pit bullsl KA-BOOM! A SHOTGUN BLAST echoes off the crumbling walls. Everyone turns, stunned to meet the piercing gaze of--

(\_> the dark master of the lye an horde. A hush quickly falls; even

You're acting like a pack of rabid dogs. And that, gentlemen, simply will not do. Not if you expect to defeat the vampires on their own ground. Not if you expect to survive at all -- Pierce, Taylor!

We were ambushed. Death Dealers. Three of 'em. I killed two, but one got away. A woman.

They dosed him. A.g. rounds. High content. Prevented him from making the change.

Okay, okay. But you've lost a lot of blood. You're going to pass out and get us both killed.

And ever since he bit me I've been having these, I dunno what you'd call 'em, hallucinations, delusions. All I know is that it feels like my fucking skull is splitting in half.

Ssssss. Concussion or not, this guy was after me, just like those cops ...

Do you have to be such a hard-ass, can't you just answer the fucking question?

Look, I don't know what to think at this point and I feel too shitty to argue ?9-bout it. But if there's any truth to what you've told me, I think you owe me at least that much.

If I knew then what I know now, I could've saved her. No doubt in my mind ... but, instead, she died right there in the dirty snow . . . . We'd been dating three years. And after I got my degree I just took off, came over here to, I dunno, move on, forget ... made sense at the time.

Untie me now and ·1et me go and I won't say shit about you or this place. Not a word.

I don't care where they got these things. Rigel is dead and Vargas is still out there. We should gather the Death Dealers and head back down there in force.

Random? They opened fire on us in full view of the public. And from the commotion I heard down in that tunnel, there--

I know what I heard and I know what my gut tells me. And I'm telling you there could be dozens of lycans down there, who knows, maybe more ... hundreds.

No. He'd want the Death Dealers scouring every inch of the city.

I'm not in the mood. Take Erika, she's just dying to be at your side.

I can't be positive, but I'm beginning to think the lycans-- ,,.

Look, I don't want to argue. I just need you to understand that Michael is somehow important to the lycans.

pistol in hand, blowing off steam at the dojo's shooting range. Kraven's slap has clearly lit her fuse. Kahn slinks up behind her, quietly admires her deadly accuracy.

Selene shoots until the slide snaps back. She ejects the empty ammo clip, grabs a fresh one, angrily slams it into her gun.

Excellent. So they won't be able to dig these out like they do with our normal rounds.

Tell me, Kahn, do you believe Lucian died the way they say he did?

That's my point. It's a 200 year old- story. His story. There's not a shred of proof he killed Lucian. Only his word.

Now that Viktor's awake, he'll have something to say about that.

Look, you can never come here again. They'll kill you. Do you understand?

Whether you like it or not, you're in the middle of a war that's been raging for the better part of a thousand years ... a blood feud between vampires and lycans.

Consider yourself lucky. Most people die within an hour of being bitten by a lycan ... ,,,. or a vampire for that matter. The viruses we transmit are

No, you'd become dead! No one has ever survived a bite from both species. And if I was in my right mind, I'd stop the car and kill you right here and now!

I'm not! I track down and kill your kind! I'm a Death Dealer! It's my duty. My only interest is finding out why Lucian wants you so badly!

We haven't fed on humans for hundreds of years. It draws needless attention.

We own it. First, synthetic plasma. Now that. Once it's approved, it'll be our newest cash crop.

Most of the lycans we bring here have been shot up. You have to get the bullets out quick or they end up dying on you during questioning.

My nieces were attacked first. Twins. Barely six years old. They were lovely ... but I just laid there in bed, listening to them scream for me, my sister, my father -- anybody. But I was too scared to move.

·In the matter -of a few moments my entire family had been slaughtered ... and I had done nothing to stop it. Nothing.

They did ... or at least that's what we've been led to believe. They risk exposing us with every life they take, the fact we exist . .. . But I'm beginning to suspect there may be more to this war than opposing feeding habits.

When the full moon rises tomorrow night, you will change, you will kill, and you will feed. It's unavoidable. I can't leave you free to roam around. I'm sorry.

A single round most likely won't kill you, but the silver should prevent the transformation ... at least for a few hours. If I don't return in time, do yourself a favor, use it.

I've been lost without you, My Lord. Constantly hounded by Kraven and his never-ending infatuation.

But-I had no choice, the coven is in danger and Michael is the key. I know it.

I need to get you out of here, and quick. Viktor is on his way and he won't be satisfied until every lycan is dead.

Never! I only hope I live long enough to watch Viktor choke the life from you.

What are you going to do?! Kill me, like you killed my family! Like you killed your own daughter? J

scrambles forward to help him, but slumps right back down in the muck. She looks up, still shaken. Her eyes widen.

Not three inches from her\_ nose, there's a swath of steel glistening in the rain. She smiles. It's Viktor's sword!

Quiet, lined with windows. BZZZ! Polarized.shields slide down over the windows in preparation for the coming 3unrise.

The vampires didn't realize you were following a human ... did they, Raze?

Without warning, BLAM-BLAM-BLAM! Lucian is peppered with bullets, one grazing his temple!

Startled by the impact he dives into the elevator, knocking Michael over in the process. They fall to the floor, tangled in a jumble. Rivulets of blood course down Lucian's face.

WE SLIP INTO SLOW MOTION as, WHOOSH! Selene, like a leather clad ghost, flows past the twin doors and grabs hold of Michael's leg. But as she tugs him from the elevator--

Lucian surges forward, a blood-soaked demon, and SINKS HIS FANGS INTO MICHAEL'S SHOULDER! Blood flows.

RESUME NORMAL SPEED. WHAM! Michael is gone, pulled to safety by Selene, who has no idea that he has been bitten.

Relax, old friend. I've tasted his flesh. Just two days 'till full moon. Soon he will be a 1ycan. Soon he will come looking for us.

Just concentrate on your part. Don't force me to regret my decision to let you live.

I'm afraid that I'm going to have to place my faith in you, my friend. Time is running short.

You were given an enzyme to stop the\_change. It'll take some time for the grogginess to dissipate.

I really must apologize. He's in desperate need of a lesson in manners.

There's no going back. There's no going anywhere. The vampires will kill you on sight, just for being what you are ... one of us.

This is his war. Viktor's. And he's spent the last 600 years exterminating our species.

Soon you will have it all: both great Covens and an iron-clad peace treaty with the lycans.

Who I trust will not be forgotten when the spoils are tabulated.

You do realize what will happen if I inject Amelia's blood first?

I'll die. Now, am I really going to be forced to do this myself?

I guess it never occurred to you that you might actually have to bleed to pull off this little coup.

It's still raining. A HUGE STEEL GATE loaded with surveillance equipment swings aside and Selene drives through in a classic Jag with heavily-tinted windows. The mansion is astounding, a relic from a bygone age, when feudal warlords ruled Hungary.

Selene, gripping the digital camera, strides through an exotic chamber. VAMPIRE SOCIALITES everywhere, mingling, huddled in corners, lounging on expensive divans, etc. It's painfully obvious that Selene is cast from an entirely different mold: she's a steely-eyed warrior, a DEATH DEALER, and her purposeful stride speaks volumes.

Spacious, tastefully lavish. A striking vampire with the body of Adonis stands before a tri-fold mirror, quietly admiring his own form. This is KRAVEN. TWO EXOTIC SERVANT VAMPS (both female) are kneeling beside him, delicately tracing their fingers over his muscled frame as they slowly dress him. They trade a glance, giggle like schoolgirls. KA-BOOM! Twin doors BANG OPEN and Selene comes striding into the room and slams the LYCAN PISTOL down on Kraven's desk.

CLOSE ON A UV BULLET, glowing brightly and clamped in forceps.The bullet drops from frame to reveal KAHN. Black clad and flaunting multiple body piercings, he's the resident weapons master and the daunting corm:nander of the Death Dealers. Huddled around him are Kraven and Selene. Kraven's servant vamps hover nearby, bored, chatting amongst themselves. The dojo itself is Spartan, dedicated exclusively to the art of war. Sparring mats, a firing range, and racks and racks of exotic stabbing weapons and firearms, mostly forged of silver. Kahn sets the bullet next to the lycan pistol, which has been carefully dissected; the pieces spread out on his workbench. Selene marvels at the glowing bullet.Selene exhales deeply. There's a tangible vibe between these two, not unlike that of rival siblings. Then, coolly:Everyone is clearly taken aback by this statement. Even the servants take note. A grin slides up Kraven's face.rather have you prove me wrong by checking it out. Sounds reasonable to Kahn. He turns to Kraven, who glances at his watch and heaves a sigh.He glances at Kahn, amused.Selene looks Kraven dead in the eye.She turns her back on him, strides away. .i Kraven says nothing, he just stands there, simmering, as she storms out the door. One of the servant vamps slinks up next to him, gently brushes a finger down his arm: a flirtatious invitation for anything he might desire. This is ERIKA.Kraven seems moved by this. He leans down close to her, intimately close, smiles.Then, shattering the spell:u This is like a cold slap across Erika's face, yet she swallows her wounded pride and nods in affirmation.

I'll have to run a few tests, but it's definitely an irradiated fluid of some sort.

paylight ... harnessed a weapon. And from what you've described, extremely effective.

You expect me to believe that a mangy animal came up with a bullet specifically engineered to kill vampires?

No, I'm bettin' it's military. Something they stole. Some sort of hi-tech tracer round.

Out of the question. Not now. Not for a random· incursion. The Awakening is only a few days off and this house is in a state of unrest as it is.

.Kraven's right, Selene. Those days died with Lucian. There hasn't been a den of that magnitude for centuries.

Very well. Have your men tighten things up. When Soren arrives, I'll have him scramble a search team.

Now run along and make sure she's dreased and ready for the arrival of our guests.

Selene enters a narrow room lined with marble benches. It's cold as hell in here, quiet. She strolls up to a large mirror and stares at her reflection. BZZZ! It becomes TRANSPARENT.

THE GUARDIAN OF THE CRYPT peers out from a security booth on the opposite side of the glass. He knows exactly why she is here. Selene nods her thanks as he hits a button.

The opposite wall SPLITS IN HALF to reveal a thick Plexiglas window. She slowly approaches it, peers into--

Darkly lit, cavernous, with a countersunk area crafted of polished granite.

In the center of this lower area, housed within a concentric pattern of interwoven Celtic circles, are three very special hatches; each ornately engraved with a single letter:

There's a V for VIKTOR, an M for MARCUS and an A for AMELIA. These are the tombs of the vampire elders.

I have never underestimated Kraven's lust for advancement. And neither should you. Now where are you going with this?

The perimeter sensor's been tripped! We're locking down the mansion!

I' want you three to slip off the property and find out what's kee:eing her.

Then why haven't you slipped into something more befitting? You know I was planning for you to be at my side this evening.

I can see we're still pouting over my decision ... if you ask me, you take this warrior business far too seriously.

What's the use of being immortal if you deny yourself the simple pleasures in life?

Now, please, put on something elegant and be quick about it. I have a glorious evening planned. You'll see.

Completely unacceptable. You go against my orders and spend the daylight hours away from the shelter of the mansion -- with a human?! A human you have since brought back into my house?!!!

It '-s beyond me why you' re still obsessing over this ridiculous theory! Lucian wouldn't be the slightest bit interested in a human, Michael or otherwise!

Engaging Death Dealers in public and chasing around after some human was not what I had in mind! You were told to set up shop and lay low, not--

Lucian, I beg you, keep your men at bay ... at least for the time being.

Lucian wouldn't be the slightest bit interested in a human, Michael or otherwise!

If you go to him, by God, you'll never be welcomed in this house again!

How could she choose a mangy lycan dog over me? It's ... it's inconceivable!

Then, please, My Lord. I beg you, let me summon assistance. You're in need of rest. I know how disoriented you must feel.

Amelia and the council members are docking tomorrow night ... to· awaken Marcus ... not you.

That bitch has betrayed me! Now he knows everything she's been obsessing about!

Good, you're here. Now, I need you to keep what I'm about to tell you under the strictest confi--

Not only have you broken the chain, you've been harboring a lycan. A capital offense.

How could you do this to me? Embarrass me like this? The entire coven knows I have plans for us!

You will go before Viktor and tell him exactly what I tell you to. From here on out you will do as.I say. Is that in any way unclear?

You should've listened to me. Now you'll be lucky if I can convince the council not to have you executed.

I want her watched closely. I can't afford to have my future queen running off with that lycan again.

It's not my fault! She's become obsessed. Thinks I'm at the core of some ridiculous conspiracyl

How do you expect me to assume control? Now that Viktor's been awakened, there's no defeating him. He grows stronger as we speak.

I bet you do ... but let me tell yo~ a little something about your beloved dark-father.

Never could follow his own rules. Said he couldn't abide the taste of livestock. So every so.often he went out and gorged himself on human blood.

I cleaned up the mess, kept his secrets. It's how I climbed the ranks. It was he who crept room to room, dispatching everyone close to your heart ... but when he got to you he just couldn't bare the thought of draining you dry. You, who reminded him so much of his precious Sonja. The daughter he condemned to death.

I seriously doubt Viktor would want you freezing your ass off in here, staring at his tomb for hours on end.

I warned her. I warned her but she wouldn't listen. She never listens. I'm sorry, I should've told you sooner. I should've--

Selene leans against the barrier and stares at Viktor's tomb. Her breath steams the frigid glass.

Erika storms up to the viewing chamber entrance. She swallows her wounded pride, puts on a calm face, opens the hea-vy door.

ON SELENE, gazing at Viktor's tomb.Erika enters frame, slides up next to her, motions towards Viktor's tomb.Selene turns, locks eyes with her.She slumps against the glass, flashes a wicked grin.Second Draft revisions 5/l~/02 15 (~ This is clearly a sore subject with Erika, but she quickly \EJ7 shakes it off and forces a dry smile.Erika rolls her eyes.ON SELENE as she realizes that Michael, though usually out of focus, shows up in more than a few of the photos. She stares at him for a moment, then closes her eyes.(j SELENE They were after you. Using her photo utility, she enlarges the photo and adjusts the focus. Michael's face comes into sharp relief, as does the edge of his Hospital employee badge. Selene sits there for a moment, lost in thought, staring into Michael's eyes. Erika sneaks a peek over her shoulder.They turn to find Kraven ·standing behind them, pouting, clearly perturbed that Selene isn't ready. Erika gives a quick bow and shuffles out of the room, closing the door behind her. Locking his hands behind his back, Kraven strolls over to the balcony window and\_peers out into the rainy night.expecting important guests?Kraven turns, flashes a wounded look.This brings a strange little grin to Kraven's face. He leans down close to her, much too close for her liking.He moves to kiss her on the cheek, but she edges away from him at the last moment. Kraven exhales deeply, stands. j Second Draft revisions 5/19/02 17Selene points to Michael's photo on the computer screen.Kraven cuts her off as headlights flash across the window. His bodyguard has arrived with the visiting dignitaries.He turns to her, his mood instantly lifted.He whirls around and strides off towards the door.Kraven pauses, almost as if he's just heard a bad joke.SMASH CUT TO: Second Draft revisions 5/19/02 ::..sHe tugs back on the plunger and the syringe fills with blood.He squirts the blood into a glass beaker labeled #3. KA-BOOM! The· door swings open and Lucian sweeps into the infirmary.An electronic timer BEEPS. Singe smiles.He moves over to another beaker of fluid, this one labeled #1. He gives it a stir. The fluid turns blue.Lucian watches, clearly disappointed, as Singe limps over to the list of names: Corvins, Carvins, Kerwins; plus names like Clayton and Rodman, listed as "changed due to marriage." ( Singe frowns, scratches out the man's name: JAMES T. CORVIN. MATCH CUT TO:

A FLOCK OF V~PIRE DIGNITARIES are led to a limo by the head of Kraven's private -security force. This is Soren, but he will be known simply as KRAVEN'S BODYGUARD.

Selene, still in her leathers, has attached the digital camera to her LAPTOP and is busily clicking through the photos of the lycans. Erika passes by, holding an elegant dress.

SELENE'S POV - The smaller lycan thunders across the platform, clawed fingers outstretched, closing in on Michael.

THREE HUMAN MALES are strung up like sides of beef, battered, bruised, gagged with nylon webbing. These are the CANDIDATES. Behind them, dark windows conceal our location.

The infirmary itself is dingy, dark, and stacked with chemistry equipment. Grungy plastic sheets dangle from the ceiling. You could easily picture Josef Mengele doing research here.

The tiled walls are plastered with photos, maps, and pages of scratched out names, all neatly arranged around an ancient FAMILY TREE labeled CORVINUS.

SINGE, a weathered lycan scientist, limps behind the men and nonchalantly jams a terrifying GLASS SYRINGE into CANDIDATE #3's jugular vein! He writhes in agony.

Erika shuffles across the polished floor, head bowed, exits. Kraven is now alone before his master. Viktor, even in this mummy-like state, radiates absolute power and control.

Singe watches as Selene's car proceeds through the mansion gate and goes screaming up the driveway.

Henchman #1 reacts to the sound of RIPPING FABRIC. He turns, peers through the steel grate separating him from the backseat.

Selene unplugs the last of Viktor's IV's. She takes him by the arm, but he shrugs it off.

Behind him, SHANK! A TERRIFYING CLAWED HAND grabs the railing. CAMERA CRANES UP. We gaze down on the ship as SIX WEREWOLVES scramble onto the deck and dissolve into the shadows.

No use in digging out the rest. Silver's penetrated his organs. Reg~neration's impossible at this point. He's done for.

Ah, but there's still hope for you, my friend. So let's .take a look at these nasty little stickers, shall we?

Negative, the lot. We're running out of candidates, rapidly. So I really must insist we have a look at this Michael.

A second escape. Impressive. Perhaps Raze wasn't overstating matters.

He alone survived. His body was somehow able to change the disease, mold it to his benefit. He became the first ~rue immortal. And years later, he fathered at least two children who inherited this same ability.

That may be, but our species do have a corranon ancestor ... and the mutation of the original virus is directly linked to

Yes, but he's already a vampire. We needed a pure source, untainted. An exact duplicate of the original virus, which we learned was hidden away in the Corvinus genetic code ...

You'll see for yourself, once Lucian has injected Michael's blood.

If Lucian was able to get his hands on the blood of an elder. A pureblood, like Amelia or yourself, one born a vampire ...

Hybrid. Half vampire; half lycan. But stronger than both. The thing he's feared for centuries. A new breed. Look at him.

ON THE NAME CORVIN, as written on a faded locker door. The door SLAMS shut to reveal Michael, hastily pulling his shirt over his head. His shift is over, but his eyes betray the fact that he's still a little edgy from the shootout. He shuffles off towards the exit, then suddenly pauses, as if he's forgotten something.

Michael peers through the ICU window at the gunshot girl . .She's unconscious, fresh out of surgery, on life support.Michael turns. DR. ADAM LOCKWOOD is standing behind him. He's about 32, prematurely balding, a nice guy; albeit tired as hell and sipping on his ninth or tenth cup of coffee.Michael is clearly not in the joking mood, he turns his attention back to the gunshot girl.Michael turns to Adam, shows off his blood-stained shirt.He turns his attention back to the girl. Then, softly:SMASH CUT TO:u In the shadows we can make out the ruins of the bunker system. It resembles an asylum: a dark and twisted maze of war torn passageways, dark chambers, barred windows, shattered tiles. Raze (back to his human form) comes stumbling from the shadows, scratched up, bloody, carrying the body of his partner: the smaller lycan. He winces in pain, glances do'WI1 at the fo\_ur silver stars embedded in his chest. There are WEREWOLVES here, obscured in shadow, lounging amid the shattered debris like a pack of lazy junkyard dogs. Raze moves past them, enters a dark opening.Raze lowers his head, ashamed.Lucian turns, stares out the dark window, exasperated. Singe turns his attention to the dead lycan.Grabbing a pair of forceps, Singe reaches deep into one of the dead lycan's wounds and tugs out the bloodied, mushroom-shaped remains of a shiny silver bullet.He picks up a Hex-wrench and gently grabs one of the stars. Raze tenses up in preparation for the pain to come.Singe slides the wrench into a depression, applies pressure, turns it.· CLICK! Raze winces in agony as Singe releases the locking blades and slowly tugs the star from his flesh.Raze just glares at him. A thought suddenly strikes Lucian. He locks eyes with Raze.Singe slides the Hex-wrench into the next star.CLICK! He winces as the second star is tugged from his chest. Then, swallowing the pain:Singe slides the Hex-wrench into the third star.CLICKl He scowls in absolute misery as the locking blades are released and the third star is removed from his chest.Raze glares at him, lips trembling, emits a LOW GROWL. A TIMER begins to BEEP. Singe checks the other beakers. All blue.Lucian glances at Raze, clearly disgusted, then sweeps out of the infirmary. Singe turns to Raze, smiles.This infuriates Raze. Tearing the remaining star from his own chest, he rears back and hurls it at candidate #3! The man clamps his eyes shut. WHACK! The star sticks into the wall, just an inch or so from his head. Singe chuckles, which drives Raze right over the edge. With a demonic roar, he grabs the man and launches him through one of the dark windows and out into the main chamber, CRASH! The (OS) THUD of the man SLAMMING the ground below is met by a CHORUS of INHUMAN GROWLS! (j A RUSH of SHADOWY MOVEMENT past the window, too quick to fully register: MUSCLED FLESH, TERRIFYING FANGS, OILY-BLACK EYES. Outside, down in the shadows of the main chamber, a terrible feeding frenzy ensues. The SHRILL CRIES of the candidate dissolve into a VIOLIN CRESCENDO as we-- SMASH CUT TO:

I think so. She's stabilized at least. Poor kid got caught in the middle of that shootout down in the subway.

Welcome to hell: a massive subterranean bunker system built during WWII. The main chamber was once as a storehouse. It's dark, dismal, s tre\_'WI1 with rubble. Several sections are· flooded with stagnate water. Rusted chains dangle from the ceiling.

Raze dumps the body of his comrade do'WI1 on a metal exam table, then turns to face Lucian and Singe. He's drained of energy, clearly in pain.

No, he's working a split shift. You'll have to either try him at home or wait until he comes back.

From the look of that bump on your head, I'm betting you have a mild concussion.

Alright, alright. Calm down. I'm going to help you get this all sorted out.

Whoa! I'm just going run to my office and grab' a number. A good friend of mine is a lawyer. He'll know what to do.

Michael's veins stand taunt like steel cords as he struggles to break his handcuffs. Finally, CLINK! The chain snaps!

Michael strains with all his might, SNAP! A nylon strap gives way! Now one of his hands is free. Suddenly, the door to the infirmary slowly CREAKS OPEN.

THUMP-THUMP-THUMP. Heavy footfalls approach. Michael freezes as a MONSTROUS SHAPE enters the infirmary, its outline obscured by the dirty plastic curtain.

Dread washes over him. It's a WEREWOLF! THUMP-THUMP-THUMP. It continues to approach, its BREATHING echoing through the infirmary like the PURRING of an asthmatic panther. Michael frantically tries to unlatch the remaining straps. Suddenly, a FEROCIOUS ROAR! He looks up, horrified. HIS POV - THROUGH THE GRUNGY PLASTIC SHEET as the werewolf tears Amelia to pieces! Suddenly, a DEAFENING BURST of GUNFIRE! Blood splatters the plastic curtain!

The werewolf spins around, tearing·right through the plastic sheet, and CRASHES down next to him ... to reveal Selene! She SLAMS her boot down on its neck, BLAM-BLAM-BLAM! And hammers its skull full of silver·bullets!

Elegant, reserved. Bach drifts through wann candlelight. Blood flows into crystal chalices. Kraven is huddled with a group of visiting dignitaries. This is the kind of scene that he absolutely lives for, yet he seems preoccupied, vexed. He scans the crowd, looking for Selene.CJ time, we will once again be united as a single Coven. Erika slinks up behind Kraven, whispers something in his ear.

Our noble houses may be separated by a great ocean, but we are equally committed to the survival· of the bloodlines. And when Amelia arrives to awaken Marcus, in just two days

Kraven stonns through the deserted room and out onto-- SELENE'S BALCONY"

Kraven sweeps through the room, exits. CAMERA PANS to Selene's laptop. Frozen on the screen is a profile on Michael, a page from the hospital employee database: his picture, address, etc. WE MOVE CLOSER, pushing in on his apartment nwnber: 510. MATCH CUT TO: (

ON #510, as displayed on a grungy door. KA-BOOM! The door is kicked open and Selene strides into Michael's apartment. Second Draft revisions S/49/02 24The lycans trade a look. They seem edgy, nervous.But before they can answer we--

Lucian's henchmen, now dressed as cops, are having a little chat with Adam. (NOTE: These are the two lycans who were fighting each other as werewolves back on page 8.)

Stark, functional, could almost pass for a hotel room. Selene moves along with surgical precision, searching. She opens a desk drawer, sifts through a mound of papers and envelopes. Deep down, as if hidden away, she discovers an envelope filled with old photographs. She flips through them: photos of Michael, his girlfriend, family, friends, etc. She starts flipping through them faster, almost as if they are a painful reminder of the humanity she has lost somewhere in the mists of time. She comes to a dog-eared photo of Michael and his girlfriend, arm in arm, with a breathtaking sunset for a backdrop. They look incredibly happy, deeply in love. Selene's jaw tightens ever so slightly as she stares at the photo. A beat, then she drops the stack of photos onto the floor like trash and strides over to a bookshelf~ She slowly drags her finger along the spines of the books. All medical tomes. As she reaches the end, she finds a Stethoscope hung on a nail. The telephone suddenly RINGS, ·startling her.

( ....··) ~~/, The phone continues to RING. Michael shuffles up to his door, finds it ajar. What the hell? CLICKl His answering machine kicks into gear:

Michael cautiously enters. BEEP! He stops in his tracks as the answering machine records a frantic message:WHAM! A SHADOW explodes from the darkness and viciously SLAMS Michael against the wall, pinning him there! Selene leans into view, flinty-eyed, fingers gripped tightly around his throat.Michael just stares at her, shocked, bewildered. He .looks down, stunned to discover that his feet are a good six inches off the floor! He looks back up, recognition floods his face.Suddenly, BOOM!-BOOM!-BOOM! The apartment TREMBLES and plaster rains down as THREE HEAVY OBJECTS land on the roof! Releasing Michael, Selene whips out her Glock 18 and unloads the entire clip into the ceiling, full auto! A BURST of TERRIFYING ROARS!She turns, Michael is gone!

Hey, Mike, it's Adam. Look, the police were just in here looking for you and they were convinced you were involved in the shootout. I told them there was no way you'd be mixed up in--

Selene comes racing out of the apartment just in time to see the elevator doors closing on Michael. CRASH! She whirls around as THREE WEREWOLVES explode through the fire escape window and come bounding down the shadowy corridor, fangs bared, heading straight for her! She turns to flee but the hallway ends with another apartment door. Worse still, the stairs are at the other end of the corridor, beyond the charging werewolves! I:(j .. from her belt, she spins on her heels, tracing a circular pattern around her boots with automatic fury! Splinters fly . KA-RUUUNCH! A JAGGED HOLE opens up and Selene drops through!

Selene SLAMS down amid a dusty avalanche of shredded wood and carpet. Damn, the elevator is still going· down. She whirls around, sees the stairwell -- her only escape route.

ROAR! A TERRIFYING HAND EXPLODES through the jagged hole and takes a swipe at her! She ducks, then explodes into motion, firing away at the ceiling as she scrambles for the stairs.

BOOM-BOOM-BOOM! The HALLWAY QUAKES and TERRIFYING CLAWS PIERCE THE CEILING as the werewolves, a floor above, race to beat her to the punch.

Michael cringes as-GROWLS and GUNSHOTS echo through the building. The elevator bumps to a stop at the lobby.

The doors slide open to reveal Lucian, hands clasped behind his back, calm, relaxed. He looks up, smiles.

Selene drags Michael kicking and screaming towards the front entrance. He's trying.like hell to break her grip, but it's useless. She has the strength of ten men.He drops to his knees, but Selene angrily adjusts her grip and starts dragging him by his collar.

Lucian tugs a glass vial from his pocket and spits a tiny bit of Michael's blood into it. Climbing to his feet, he unbuttons his shirt and glances down at his bullet-stitched chest. He takes a deep ·breath, stares at the ceiling. A strange look washes over him. He closes his eyes. Muscles ripple beneath his skin, the tendons in his neck stand taunt like steel cords. Then, one by one, each of his wounds "GIVES BIRTH" to a silver bullet! CLINK-CLINK-CLINK. They clatter to the floor.

Selene forces Michael into her car. INT~ SELENE'S CAR Suddenly, BLAM-BLAM-BLAM! Lucian's henchmen, still dressed as cops, race up behind them, firing away as Selene puts the pedal to the metal.and goes screeching down the alley. Michael's face goes white! The cops really are after him!

As Selene's car squeals around a corner, Lucian comes striding out of Michael's apartment building.

Michael whips his head around, peers through the rear window. Lucian is now racing after the car with preternatural speed! WHOOSH! He pounces forward like a wild beast. Michael and Selene react as, KA-RUNCH! He CRASHES down on the trunk and scrambles up onto the roof.

Lucian, now perched on the roof of the car, rears back in fury. SHA-SHANK! A BLACK BLADE, double-edged and 12 inches long, SNAPS out of his sleeve with spring-loaded force! INSIDE THE CAR SHANK! SHANK! SHANK! Michael cringes in terror as Lucian punches through the roof and takes several stabs at Selene!SHANK! The blade finds its mark, sliding all the way through Selene's shoulder! She yelps in shock, SLAMS on the brakes. RESUME STREET The car comes SCREECHING to a halt. Lucian is launched off the roof and rolls to a stop in front of the car! BACK IN THE CAR Selene slams her foot down on the gas.RESUME STREET TIRES SQUEAL as the car roars forward! THWACK! Lucian is launched into orbit. But as the car SCREECHES off into the night, he lands on his . feet, stealthy, panther-like, eyes smoldering with controlled anger. SHANK! The blade retracts into .his sleeve.

Selene is bleeding profusely. Michael frantically attempts to apply pressure to her wound.Selene angrily slaps his hand away, aims her pistol at him.Michael reacts to the gun and does just that, backs off.Selene smirks in defiance, slams her foot down on the gas.Michael grips the dashboard in horror as she makes a sharp turn into the--

Selene's car screams down an access road, passing a series of dilapidated warehouses, docks and cranes. IN THE CAR Selene shakes her head, blinks. Michael was right! She slumps over, passed out cold! The car swerves wildly. Michael grabs the steering wheel. Tires SCREECH! His eyes go wide as--

-- KA-BOOM! The car PLOWS through a guard rail and skips down the embankment, tumbling repeatedly, heading straight for the dark river! INSIDE THE CAR One final bounce. The world becomes eerily silent as the water rushes towards the car. KA-BOOM!-SPLASH! Impact. Michael's head SLAMS against the passenger window, cracking the glassi

Eerie darkness swallows them whole as the car slides beneath the surface, its spinning tires churning bubbles and trash. Michael feverishly tries to open the door as they sink to the muddy bottom, water spraying everywhere. He grabs Selene's gun, SHOOTS the window. BANG!-CRASH! A tidal wave rushes in.mud. Teeth chattering wildly, he clasps his hands together and presses down sharply on her abdomen: once, twice, three times. Selene gags, water comes streaming from her mouth and nose. She starts to cough and sputter. Her eyes open momentarily, just long enough to look up and see Michael kneeling above her. Michael tears open her shirt to inspect her wounds. His VISION suddenly becomes BLURRY. He touches his forehead, winces, tugs back bloody fingers. Shit, he has a concussion.in. His jacket is stitched with bullet holes, but, amazingly, his wounds have all but healed.A grin slides up Lucian's face. He tugs the vial of Michael's blood from his pocket.Singe's eyes light up as Lucian tosses him the vial. A beat, then a look of grave concern takes hold.

Michael breaks the surface, choking and sputtering, with Selene tight in his grip. Her head slumps to the side. She's bone white, lifeless.

Damp, claustrophobic; only a few inches of headroom. Michael drags Selene onto the muddy shore. Trash everywhere, filth;

Kraven stands before a heavily-polarized window, staring out over the grounds as the sun crawls into the sky. The look on his face says it all: where is Selene?

Selene awakens to discover that Michael has dressed her wounds. He's passed out cold, head nestled on her shoulder, much like a lover. Selene looks around. DAYLIGHT EVERYWHERE, stabbing down through cracks and knotholes like a million deadly lasers!PFFFTTT! A beam of sunlight crosses her fingers! She yanks her hand back, winces in pain as tendrils of smoke rise from the burn. She slams her finger into the cold muck, exhales deeply. Shit, this is going to be one long-ass day. CUT TO:

CLOSE ON A GLASS BEAKER filled with clear plasma. PLINK-PLINK. Several drops of Michael's blood are added.The concoction is stirred with a glass rod. Violet swirls materialize, wisp-like, chasing after the rod like miniature contrails aglow in the setting sun.Lucian drops down into frame, peers through the swirling fluid. A look of childish wonder overtakes him. He's waited a long time for this moment. DISSOLVE TO:

Selene watches as a BEAM OF GOLDEN SUNLIGHT glides across the muck. There's nowhere to go and it's headed straight for her! She glances down at Michael, whois still unconscious. Biting her lip, she does a pushup and sexily straddles his waist. She watches in absolute fascination as the beam crawls across his cheek, bathing his face in golden light. He gives a moan, sweat beads on his forehead.Michael groans. He's groggy, confused, barely conscious.Michael moves to say something but he drifts right back off into unconsciousness. Selene gives a sigh, dampens a cloth, mops his forehead.Selene turns, shoots Erika a cool gaze as she comes strutting up to the lounge. Not only has she rudely invited herself in, she's prying into Selene's personal business.A thought suddenly strikes her.Erika makes a slow circle around the chaise lounge; dragging her fingers along the edge of the pillows.matter of record.Selene glances down at Michael, mystified. Then, softly:Erika is stunned by this, and slightly jealous. An awkward beat, then Selene locks eyes with her.Growling in fury, Kraven stalks over to the window and peers out into the stormy night. Selene lowers her voice.Second Draft revisions 5/19/02 34 Kraven turns to her, eyes smoldering with suspicion.Selene reacts to hearing Lucian's name, but says nothing. He mistakes her reac.tion for something entirely different.Kraven grins in frustration, wild eyed, filled with rage.

Michael is laid out on a chaise lounge. His eyes peel open to find Selene looming above him. He attempts to sit up, but she pushes him right back down.

THUNDER BOOMS! Rain slashes the windows. Kraven and Selene are at each other's throats.

Michael is still dead to the world. Erika is cuddled beside him, playfully tickling his neck, twirling his hair, etc.

She suddenly takes notice to several tiny rips in his jacket. She lifts his shirt collar to reveal the SWOLLEN BITE WOUND on his shoulder. Her eyes widen. Holy shit, that's a lycan bite!

Suddenly, a FLASH of LIGHTN'ING! Michael snaps awake, screaming at the top of his lungs! This startles the hell out of Erika, who leaps up like a frightened cat and STICKS to the ceilingl

Selene strolls over to the window. Darkness. She peers down into the yard -- her guardians are now armed to the teeth and stationed below her windqw. She shifts her gaze to the night sky. A flash of concern.

HER POV - THE FULL MOON rising over the trees. WE SUDDENLY PULL BACK, THROUGH A DIRTY WINDOW, AND INTO--

It's still raining like hell. -Michael comes stumbling out of Selene's room and peers over the railing. Shit. It's a good twenty foot drop to the ground. He turns, looks back into Selene's room. Erika drops to the floor, bares h~r fangs, hisses at him like a pissed off cat! Michael's reaction says it all: screw that! He grabs the wet railing, struggles to climb over. THUNDER BOOMS! He slips!

Michael plurmnets two stories and SLAMS down on the wet grass! Suddenly, a BARRAGE OF NASTY GROWLS! Michael shakes off the impact, lifts his head. His eyes widen. Holy shit. THREE ROTWEILERS are scrambling towards him, chewing up turf like the Hounds of Hell! He takes off, limping like mad, the attack dogs in hot pursuit. He pours on the steam, heads for the perimeter fence.

Erika is given a second start as Kraven storms into the room, furious, ready to kill Michael. Selene races in on his heels. Kraven strides over to the window, sees the dogs barking at the fence. Michael is gone.Erika flees the room, closing the door behind her. Kraven whirls around towards Selene, eyes smoldering. She stares right back at him, unmoved, resolute. A simmering beat. Kraven steps forward. He opens his mouth to say something, then suddenly changes his mind and viciously backhands her instead! SMASH CUT TO: Second Draft revisions 5/1.9/02 36

Selene almost smiles as she.turns back towards the range.He tugs a WICKED-LOOKING PISTOL from his belt, hands it to her. She balances it in her grip, testing its weight. This is the SILVER NITRATE GUN. Kahn taps his boot down on a button. WHACK-CHACK! A NEW CERAMIC TARGET snaps into position.Selene turns back towards the range, BLAM-BLAM-BLAM! CLOSE ON THE TARGET as it's cratered with a tight grouping of bullet hits. METALLIC LIQUID oozes from the ceramic wounds.Selene does so. Her eyes light up. The bullets are almost identical to the lycan UV rounds, only these are filled with metallic liquid: Silver Nitrate.second Draft revisions 5/19/02 37 Selene removes one of the liquid-filled bullets, rolls it between her fingers.CHA-CHINK! He racks the slide back, removes the barrel, goes about inspecting the rifling. Selene slumps against the wall, as if lost in thought. A moment passes, then:A grin slides up Kahn's face as he continues to disassemble the Silver Nitrate gun.i" ( - .; ',~,' That got Kahn's attention. He shoots her a deadly serious look, lowers.· his voice.Shrugging it off, Selene grabs her Glock and turns back toward the firing range.She opens fire, BLAM-BLAM-BLAM! Shattering the target.~ Kraven slides into the shadowy backseat, which appears to be \J empty. Raze closes the door and Kraven disappears behind a pane of black privacy glass. Raze and the bodyguard take up positions on opposite sides of the limo. They stand there, frozen in silence, immortal warriors glaring at each other through the driving rain.WHACK! A HAND EXPLODES from the darkness and -throttles Kraven! Lucian materializes from the shadows, leans into view.His fingernails elongate, becoming razor sharp claws that dig into Kraven's flesh. He grips him harder, choking him.He suddenly grins, releases his grip. Kraven slumps forward, clutching his throat.

WHACK-CRACK! A CERAMIC BUST snaps out from behind an ornate pillar. BLAM-BLAM-BLAM! An EXPLOSION OF WHITE SHARDS as it's SHATTERED by GUNFIRE. ANOTHER ANGLE REVEALS--

It's raining like hell. A limo pulls up to the curb. We're in a seedy part of town. In the background, rainwater cascades over the side of a graffiti-ridden overpass.

Kraven and his bodyguard appear from the shadows. Raze climbs out of the limo, trades a simmering look with the bodyguard as he opens the rear-door. These two clearly hate each other.

WHAM! The limo door SLAMS shut to reveal Kraven standing on the curb. The limo goes tearing off into the rainy night, swamping his shoes with filthy water. He stands there for a moment, boiling with anger, then whirls around towards his bodyguard.

Michael, soaked and feverish, rides in the back seat. His face runs pale as they approach--

SEVERAL COPS are posted outside. It's a crime scene. The cops turn, stare right at the passing cab. BACK IN THE CAB Michael pounds the seat, startling the hell out of the DRIVER.

A classic Victorian study packed with books, historical records, antiquities, etc. Outside, the storm is still going strong. Rain pelts the windows, creating eerie shadows. Selene enters, scans the study, settles upon a closet door.

The doorknob jiggles. It's locked. KA-BOOM! Dusty light pours in as Selene kicks the door open. Inside, locked away behind a thick glass case are SEVERAL ANCIENT TOMES.

Selene, surrounded by aJ;lcient books, is now perched on the sill of a circular window, twenty feet above the floor. A SERIES OF RAPID DISSOLVES as she pores through the tomes, scanning ancient calligraphy and ink sketches: -the history of her people. The further she goes back in time the more disturbing the images become: wild blood orgies, the slaughter of innocent humans, and faded etchings depicting the war with the lycans. Some images more closely resemble genocide than outright war: lycans being tortured and burned at the stake! END DISSOLVE SEQUENCE Selene flips through a series of etchings that depict vampire masters with lycan slaves! Several images show lycans being viciously branded like cattle!She runs her finger down a page, furrows her biow. The ancient text is tiny, indecipherable, not unlike alien chicken-scratch. She grabs another book, circa the late 18th Century. Her eyes light up. This one is in plain old English, but many of the entries have been blackened with ink and dozens of pages have been torn out. Hmrmn, now this is interesting. Dropping down to the floor, she continues leafing through the book. She discovers A PORTRAIT OF A MAN. But someone has burned a hole through the·page, leaving his face a mystery. Her eyes suddenly light up. Dangling around his neck, barely visible amid the charred parchment, is a STAR-SHAPED PENDANT! The caption reads "Lucian, war criminal, master of the lycan horde. Born to darkness 1361. Put down by Kraven 1798."As she moves to exit, Erika blocks the door with her arm.Selene locks eyes with Erika, then shoots a cool glance down at her arm. Erika steps aside, allows her to pass.Then, as she watches Selene storm off down the corridor: ( \ You know it's forbidden! CUT TO:Michael lifts his shirt, shows him.the bite. Adam takes a closer look at the wound and its four puncture marks.Michael angrily swats his hand away.Clearly taken aback by Michael's outburst, Adam gently ushers him over to the exam table, urges him to sit.He inserts a digital thermometer into Michael's ear. Michael uses this moment to dab the bite wound with an alcohol swab.The thermometer BEEPS. A look of concern takes hold of Adam. It reads 104 degrees.Ignoring him, Michael continues to ramble on as he applies a dab of Neosporin to the bite wound and starts to bandage it.{then, freaking out) Hell, for all I know they were all in on it together!He moves to exit, Michael grabs his arm.Michael releases his grip, slumps back against the counter.He flashes a reassuring smile, turns to leave. But as he strides through the door, a look of concern washes over him. Michael returns to pacing the floor. Several moments pass. He finally cracks the door and peeks out. A flash of panic. He closes the door, EXITS FRAME. WE HOLD ON THE DOOR. Suddenly, CRASH! Glass shatters off screen. A moment passes, then, KA-BOOM! The door flies open and Lucian's.henchmen, still masquerading as cops, come bursting in, guns drawn. The examination room is empty and the window has been smashed. Adam sheepishly peeks in from the hallway as the lycans rush over to the shattered window and peer down at the street. Michael is nowhere in sight. They turn to Adam.The lycans trade a look, thunder out of the room.SMASH CUT TO:Bowing her head in reverence, she whispers:She suddenly looks up, locks eyes with her reflection.~ CHINK-CHINK-CHINK. A LARGE METAL SLAB motors upwards, pivoting smoothly on its axis as it emerges from the tomb. KER-CHtJNK! It SNAPS into place horizontal to the floor. Laid out on the slab is VIKTOR. He resembles a mummy, dried, withered, not much more than a collection of fragile bones shrink-wrapped in leatherized skin. His arms and neck are mottled with metallic implants, the female components of an elaborate intravenous feeding system. Selene tugs an ornate contraption made of twisted metal and curved glass from the side of the tomb drawer. This is the CATALYST DRIP. She positions it over Viktor's face. Then, raising her arm, she BITES deeply into her wrist, tearing open a rather nasty wound! She squeezes the wound, letting drops of blood splatter into a tiny bowl on the catalyst drip. We follow the blood as it flows down through a delicate spiral of glass and silver. INT. RECOVERY CHAMBER WHAM! A METAL DOOR is yanked open. Selene tugs out several rv bags filled with blood and piles them on an exam table. We're now inside the Plexiglas chamber at the far end of the crypt. Second Draft revisions 5/19/02 46 It's stark, antiseptic, filled with medical equipment and fine furniture. You get the feeling Howard Hughes would have been very comfortable here.as withered cells greedily soak up the magic elixir. Dead cells begin to quiver, slowly at first, then faster, sparking to life at a geometric rate. Ancient capillaries snap taunt. WHOOSH! VIBRANT CORPUSCLES FLOOD THE SCREEN as we-- SMASH CUT TO:Second Draft revisions 5/19/02 47 SELENE standing before the foggy bathroom mirror. THREE WEREWOLVES, partially hidden in shadow, charging down Michael's hallway, fangs bared. KRAVEN and Selene embroiled in a terrible argument. VIKTOR'S NAME drawn across the foggy mirror. KRAVEN, surrounded by vampire· women, the center of attention, hosting a modern-day blood orgy. MICHAEL riding down the escalator. VIKTOR laid out on his slab. Selene's bleeding wrist dropsSecond Draft revisions 5/19/.02 48His bodyguard points to the problem. Kraven reacts as--- other servants lingering near the door to the security booth.Selene's eyes go wide. Oh, shit.Ignoring him, Selene adjusts a digital WebCam mounted on top of a computer and hits a button. Second Draft revisions 5/19/02 49Selene hits the intercom button.Selene turns to him, looks him dead in the eye.Concern flashes through Kraven's eyes as she sweeps past him and stalks through the door.No reply, Selene disappears down the hall. Kraven comes flying through the door, blowing right past his servants. You can see it in his eyes, he's scared shitless!CUT TO:It takes a moment ~or this to register in Kraven's mind .. His veins begin to pulse like the ticking of a time bomb. u INT. RECOVERY CHAMBER CLOSE ON VIKTOR, laid out on a metal gurney and bathed in shadow. His eyes PEEL OPEN as Kraven's fury reverberates through the crypt:Selene suddenly catches a peek of the bandage on his shoulder. What the hell? She tugs down his shirt, tears off the bandage. Michael yelps, looks down. The bite has all but healed! The sight of the wound hits Selene like a ton of broken glass. She slams her fist against the dashboard, chokes back emotion. Erika told her the truth. The look on her face says it all: what the hell has she gotten herself into?

SELENE'S POV - as she rounds a corner and sees Lucian poised in front of the elevator. His hand jerks up, obscuring his face.

We zero in on the STAR-SHAPED PENDANT dangling around Lucian's neck: it's identical to the pendant in the charred etching!

Realization floods Selene's face. Lucian could still be alive! She whirls around to exit, stunned to find Erika behind her.

Adam is making his rounds. He passes a door, WHAM! It flies open and Michael tugs him into--

Adam watches with alarm as Michael paces erratically. He's beat up, bruised, feverish ... paranoid.

Billowing steam, polished marble. Selene stares off into space, lost in thought, as scouring water pelts her body.

BOOM! The shower door BANGS OPEN and Selene comes striding from a cloud of steam, slick, naked, face written with sheer detennination.

She strides up to the sink, draws a string of letters across the foggy vanity mirror: VIK TOR. A beat, then she swipes her pand across the mirror, erasing his name.

The crypt guard is bored shitless, staring blankly at a row of security monitors. Selene enters, in her Death Dealer outfit.

Selene is crouched\_over Viktor's tomb. She turns a heavy latch, CLICK-CLICK-THUD! GAS SPEWS as the seal is broken.

CLOSE ON THE CATALYST DRIP, as Selene's blood continues to flow through the delicate spiral. A shimmering drop forms at the end, dangles precariously. A beat. Gravity finally takes hold. The drop plummets through space and time and SPLATS on Viktor's lips.

Dark, cavernous. Shafts of dusty light pour down through a tiny crack in his lips. ·DRIP-DRIP. BLOOD SPLATTERS the back of his throat, starts seeping into the dried flesh. WE SLIP INTO MICROSCOPIC PERSPECTIVE

{NOTE: Due to the fact that Selene is NOT adept in the transfer of genetic memories, these images will be chaotic, disturbing, and constantly hounded by ORGANIC GLITCHING EFFECTS.}

She tugs down her collar, inspects the fresh VAMPIRE BITE on her neck. But this is hardly the Selene we know. This is a downy innocent, pale, traumatized, lips trembling with shock.

A SHADOWY FIGURE strolls up behind her, places a reassuring hand on her shoulder.

INTENSITY. The ORGANIC GLITCHING EFFECTS become even more frenetic, contorting andflashing with sickening intensity.

We abruptly slow, catching a wild series of OUT OF ORDER FLASHBACK SNIPPETS:

-- SELENE stands before the mirror again. Now it becomes clear that she was talking to Viktor; not her reflection.. She was preparing a message to be delivered via genetic memory!

need your guidance. I apologize for breaking the chain and awakening you ahead of schedule. But I fear we may all be in grave danger. Especially you, My Lord, if left in your weakened state. For I believe Lucian is alive and well, here, now, in this very city, preparing to hit us during the awakening ceremony. Even more disturbing, is that Kraven may actually be in league with him!

Kraven's bodyguard strides into the booth. It's empty. Where the hell is the Guardian of the Crypt? A concerned look washes over his face. He stabs a button.

The wall SPLITS IN HALF and the bodyguard peers through the thick glass. Everything is as it should be. The metal slab has been reinserted into the floor and the hatch to Viktor's tomb has been closed.

Selene stands ·frozen in the shadows. A beat. The wall closes. She breaths a sigh of relief as darkness envelopes· her.

A surveillance monitor catches the bodyguard's attention: a taxicab has pulled into the driveway. He tugs out his cell phone, speed dials a number.

Michael, the fever now upon him in full force, staggers up the driveway towards the security gate.

Erika and a GAGGLE OF SEXY SERVANT VAMPS do their best to keep up with Kraven as he sweeps down the hall.

-- Michael straggles up to the gate and peers directly into the security camera.

Selene slinks through the chamber and peeks into the service corridor. Confusion floods her face as she sees Erika and the·

Selene comes racing in. Kraven whirls around, incensed, and points to the security monitor.

Michael reacts as Selene appears on the gate monitor. He lunges towards the security camera.

A dark sedan SCREECHES out of the gate. Selene opens the door for Michael.

Kraven comes storming into the dark chamber, stops in his tracks. Relief washes over him. All is normal, quiet.

He whirls around to exit, startled to find Erika standing behind him, wide-eyed, nervous as hell -- panicked.

Viktor's eyes light up as Selene enters. (NOTE: Each time we see Viktor he will have added just a little more flesh.)

Hours have gone by. Singe is still quite dead, but his blood has spread across the polished floor and threaded its way through the intricate design containing the sacred crypts.·

CAMERA MOVES along the creeping tide of lycan blood, passing Viktor's tomb, then Amelia's; and gradually slows to a stop on the big M -- Marcus' tomb.

Viktor is reclining in a plush chair, eyes closed, motionless, as his body soaks up another infusion of fresh blood.

Selene assists Viktor with unplugging the IV's from his arms and chest. He slowly rises, feebly, like a crippled old man.

Selene, Kalm, and the Death Dealers sweep down the cramped tunnel like a well-oiled killing machine, guns at the ready.

As they move past a large crack in the wall, Selene stops in her tracks, peers across the main chamber.

HER POV - RAZE, now a fully transformed WEREWOLF, is pacing around the bodyguard in a crazy dance of fangs, claws and silver whips.

And beyond them, through the infirmary window, there's Michael, struggling like hell to get free!

Kraven nervously· inches his way towards the entrance shaft. As he enters, he's forced to climb over a disgusting WEREWOLF CORPSE, jaws agape, frozen in death.

Viktor and his team of Death Dealers sweep down the corridor like the\_-ultirnate hit squad.

Kraven's bodyguard is blocking the door and has no intention of letting Selene into the mansion. Kraven arrives.

Kraven is beside himself.A thought suddenly strikes him. He turns, glares at Erika.Erika is horrified-by this accusation.Without warning, a CREEPY VOICE seeps from the shadows, stabbing Kraven like a steely blade:The blood drains from Kraven's face. Holy shit. He swallows hard, and as he slowly turns to face the recovery chamber: Viktor, wearing an elegant silk robe, comes shuffling from the shadows, a nefarious puppet dangling from a dozen IV's, jacked directly into the metallic receptacles on his neck and arms. Each line is flowing with nourishing blood and connected to an elaborate intravenous system mounted on the ceiling. Kraven and Erika genuflect before their dark master.

Selene continues to drive like a bat out of hell.Michael shoots her a dry look, starts to massage his feverish temples. Even after all he's seen, there's no way in hell his scientific mind can even entertain such a possibility.She rakes her eyes across his sweaty face.C3 extremely lethal.Even though she's saying this, it's quite clear that she is now at odds with herself and her culture.Kraven lowers his head. He's clearly terrified of Viktor.0 I. She has shown me a great many disturbing things. (then, ominously) Things that will be dealt with soon enough. Kraven's face runs pale. It takes all of his courage to stand his ground as Viktor slowly approaches the glass.Kraven does his best to keep his composure.Viktor's eyes peel open.do is sununon Marcus. It's time I was brought up to speed on things. Swallowing hard, Kraven nervously points to Marcus' tomb.Viktor steps forward, his eyes begin to burn. Kraven edges away from the glass. Then, carefully:Seething anger floods Viktor's skull-like face. Kraven stares at his feet, absolutely horrified.0 century ahead of schedule.Erika tries to comfort him. But he pushes her away, shunning yet another tender advance. She moves to exit, insulted. A thought suddenly strikes Kraven. Perhaps he's tossing out a potential ally.Erika stops in her tracks. She nearly melts as takes her by • the shoulders and stares directly into her eyes .Erika nods, her face says it all: his wish is her command.Michael flips the packet over, reads the label:• Cloned blood . He slumps down in one of the metal chair~. A moment passes in silence, then he motions to a nearby table that's loaded with creepy surgical instruments.Selene tugs out one of her pistols, sets it on a shelf.CUT TO:

You will let her come to me. We have much to discuss, Selene and

This coven has grown weak ... decadent. Perhaps I should have left someone else in charge of my affairs.

Erika is camped out on a marble bench, nervously waiting. She explodes to her feet as Kraven exits the crypt. He turns to her, aghast, and whines like a terrified little girl:

Selene enters, followed by Michael. The safe house is tiny, functional. No beds or sofas, just several heavy-duty metal chairs, weapons racks, and boxes of supplies and ammo.

Selene hits a switch, BZZZ. A thick metal panel slides down to reveal a dark window. She approaches it, shoots a look down at the street. All is clear.

She opens a small refrigerator. It's filled with packets of blood. She tosses one to Michael~ He looks at the logo:

It's the oldest story in the book. He desires the one thing he cannot have.

Now, tell me, why have you come to believe that Lucian still lives?

Incoherent thoughts and images. Nothing more. Which is precisely why The Awakening is performed by an elder, a pureblood. You do not possess the necessary skills.

The chain has never been broken. Not once. Not in over fourteen centuries. Not since we elders first began to leapfrog through time -- one awake, two asleep, that's the way of it. It is Marcus' turn to reign; not mine!

I will leave it to Kraven to collect the proof, if there is any.

I love you like a daughter, but you've left me with no choice. These rules are in place for a good reason -- and they are the ~ reason we have survived this long. You will not be shown an ounce of leniency. When Amelia arrives, the Council will convene to decide your fate. You have broken the chain and the Covenant. You must be judged.

The three sons of the Corvinus Clan. One bitten by bat, one by wolf, and one to walk the lonely road of mortality ... as a human. It's a ridiculous legend.

I'm sorry I doubted you, my child. Fear not, absolution will be yours ...

... the moment you kill the descendant of Corvinus. This Michael.

I loved my daughter ... but the abomination growing in her womb was a betrayal to me and the coven.

I did what I had to do to protect our species .... as I am forced do to yet again.

Time to die. And then your traitorous bitch will suffer the same fate.

Lucian and Singe make their way down a crumbing passageway.Lucian slows to a stop, places a hand on Singe's shoulder.

Michael is still camped out in one of the metal chairs. Selene stands next to the window, keeping watch on the night.Selene shakes\_ her head, smirks to herself. There's no way in hell she's going to have this discussion with him. Second Draft revisions 5/19/02 57Selene turns, shoots him an icy look. Michael exhales deeply.Selene exhales deeply, turns back towards the window. A moment passes, as if she's weighing a response. Then, softly:She turns, locks eyes with Michael. She is clearly surprised to discover that that his face, despite the fever, is filled u.

Kraven is camped out on a luxurious divan, lost in thought. He snaps to attention as Erika enters.Erika looks him in the eye, presses a finger against his lips.With a sexy smirk, she unclips her dress, lets it pool around her feet. Kraven weighs his options. Oh, what the hell? He needs an ally and apparently this is what it's going to take. He wraps his arms around her, kisses her stomach. Erika bites her lip as he slowly kisses his way up to her breasts. She's waited a long time for this.She pauses for a moment as her ·eyes well with emotion, then: CJ SELENE And the next thing I knew I was in Viktor's arms. He had driven off the lycans and saved me. (off his look) Viktor ... the oldest and strongest of us. He made me a vampire. His blood has given me the strength to avenge my family. And since that night ... I've never looked back ... Choking back emotion, she forces an embarrassed grin.Michael clearly feels for her. He reaches out, takes her by the hand. She flinches at first, unsure of his intentions, then finally gives in, presses her palm to his, allows him to tenderly explore her fingers. (--J· Then, feeling too uncomfortable with this, she rises and paces over to the window. An awkward moment passes, then:This takes Michael by surprise. Off his look, we-- CUT TO:Michael locks eyes with her.IN'r. KRAVEN'S SUITE Erika and Kraven are still going at it. Using a fingernail, Kraven slices a tiny half moon cut into the flesh below her nipple. Blood flows. Erika embraces him wholeheartedly as he suckles her bleeding breast. CAMERA PANS TO THE WINDOW. Outside, beyond the perimeter fence, a BLACK VAN slowly passes the mansion.

Quiet, somber. Selene is seated directly across from Michael. Her eyes are glazed pools of bad memories. She speaks barely above a whisper, but Michael is hanging on her every word.

Lucian's forces are being readied for military action. Fully anned LYCAN WARRIORS turn their backs to the wall and snap to at'tention as Lucian strides past them.

Functional, lined with weapons racks. LYCANS are going about their duties, loading UV bullets, etc.

Behind them, on a metal shelf, are SEVERAL LARGE CANISTERS of GLOWING UV FLUID. Lucian's.henchmen are poring over a map of the waterfront dis~rict. They look up as their master enters.

Singe is at the wheel. He slows to a stop, peers over the seat, where FIVE LYCANS are busy loading their weapons.

Selene is standing watch at the window again.Michael climbs to his feet, slides on his jacket.He moves to leave, Selene grabs his arm. He turns, now they're face to face. An awkward beat, then Selene kisses him on the lips! Michael gives in, closes his eyes, kisses her back. We HEAR a SERIES of METALLIC CLICKS. Michael's eyes snap open. He breaks the kiss, looks do'Wil. Selene has cuffed his wrist to a heavy duty titanium chain! He tugs on it, but it's no use. It's bolted to the metal interrogation chair. It was a trap!Selene shoots him a deadly serious look, tugs out her pistol, takes a step towards·him. Michael stumbles backwards, slumps back down in the chair. Selene leans down close to him, looks him dead in the eye.She racks a round into the chamber. Michael thinks this is it. But instead of shooting him, she ejects the magazine and shows him that it's loaded with silver bullets.Then she's gone, the door SLAMMING in her wake. Michael holds up the gun, looks at it like it's an alien artifact./ emotional. A beat, then she strides out of frame.Kraven is gone in a flash, leaving Erika naked, insulted, and nearly drained of blood.u KRAVEN Let her pass. Selene pushes the bodyguard aside, storms into the mansion.He grabs her by the arm, angrily steers her into--Kraven lunges out with fury, slams her against the window.Selene answers with a lightning fast move, WHAM! Her palm snaps up, smashing against his nose: not enough to break it, but enough to send a jolt of misery straight to his brain! He drops to one knee, blood trickling down his face. Selene is gone like the wind, trench coat snapping in her wake. Kraven smirks, calmly licks the blood from his lip. You get the feeling he actually likes the rough stuff. He climbs to his feet, charges off after her. CUT TO:A strange mixture of joy and sorrow fills his dark eyes as she slowly approaches the Plexiglas. It's quite clear that he has strong father-like feelings for her.

Erika tilts her head back and gives a passionate moan as Kraven reaches a frenzied pitch, suckling her bleeding breast with an insatiable appetite for blood.

Dawn is approaching. VAMPIRES are moving to and fro, heading back to their c;ruarters. Kraven follows Selene down the hall.

Kraven comes thundering in just in time to see the crypt door SLAM SHUT. KA-CHUNK! It's locked from the other side.

The Crypt Guard is violently ejected from the security booth and the door is slammed in his face.

Kraven fires up· a security monitor. The crypt appears. A sour look washes over his face as-- BACK IN THE CRYPT -- Selene bows before Viktor.A sly grin crawls up Viktor's horrifying face.Selene smiles. Relief washes over her in waves. Maybe this won't be that bad. Viktor abruptly turns deadly serious.CUT TO:

Kraven's blood runs cold. This is the topic he's been dreading. His cell phone suddenly RINGS, startling him. BACK IN THE CRYPT Selene locks eyes with Viktor.

Selene locks eyes with Viktor.WE SUDDENLY PULL BACK, A CRACKLE OF STATIC AS WE GLIDE RIGHT THROUGH A MONITOR SCREEN AND FIND OURSELVES BACK INSIDE-- THE SECURITY BOOTH Kraven hangs up his phone, turns back towards the monitor and watches as Viktor paces across the recovery cha..tlber. ON THE MONITOR:Second Draft revisions 5/19/02 66Kraven's face lights up. His luck has changed.All eyes are upon Selene, cold eyes, judging her. Gossip abounds, whispers. Has she really awakened Viktor? Erika snakes through the crowd, stealthily following the entourage.

Kraven, his bodyguard, and four SECURITY VAMPS escort Selene through the crowded hall.

His heart is POUNDING like a war drum. Cartilage begins to CRACKLE. Tendons twist and snake, causing blood-wet bones to shift position; painfully reshaping his skeletal structure.

Erika ducks into an alcove as Kraven escorts Selene into her room. The security vamps stand post at the door.

Kraven locks eyes with Selene.(\_\_:\_\_::) He whirls around, exits, closing the door behind him. CHUNK! It's locked from the other side. .:

Erika listens as Kraven has a few words with his bodyguard:These words strike Erika right in the gut. She ducks into the shadows as Kraven heads off down the hall. A newfound purpose takes control of her: a thirst for revenge.

Selene tries to open her door.Selene shuffles over to the polarized window and stares down into the yard, which is now bathed in deadly sunlight.

Sunlight pours through the window. Michael, drenched in sweat, tugs on the chain with all of his might, but it's no use.He takes a breath, sits there in silence for a moment, then:A thought suddenly strikes him. He grabs the pistol, presses the barrel against the chain. Hand trembling, he closes his eyes, squeezes the trigger, BANG! Flinching, he drops the gun. It goes skittering across the floor, out of his reach. A sour look washes over his face as he looks back down at the chain. He missed.

Kahn paces the floor as TWENTY DEATH DEALERS busily load their weapons. They snap to attention as Kraven enters.( ; Amelia gazes up into the face of death, stunned, and before she "---\_j has a chance to react, ROAR! The creature lunges towards her with terrifying speed! SMASH CUT TO:( , Erika locks eyes with her. Doesn't she get it? \ ~....\_\_./She tosses Selene a set of car keys. A strange mixture of fear and exhilaration washes over her face as Selene races out onto the balcony and leaps over the railing.

as the sun sets and stars twinkle to life over the waterfront. In the distance, a CARGO SHIP glides up the Danube River.

A DEATH DEALER raises a pair of binoculars as the cargo vessel edges up to the dock.

Kraven's bodyguard and his team of security vamps are posted next to several limos. The bodyguard holds up a laser pointer, signals the ship with four quick pulses: code 4 - all is clear.

AMELIA and the VAMPIRE COUNCIL MEMBERS sweep down the corridor: a procession of pale figures in flowing black robes .. Amelia is an elder, but she's strikingly beautiful and looks about 30.

They come to a stop at a hatch leading to the deck. A VAMP GUARD cranks open the metal door, to reveal--

A WEREWOLF, fangs bared, dripping with saliva! THUD!-THUD! TWO MORE WEREWOLVES drop down and land in the background.

The bodyguard and his security team watch from afar, unmoving, passive, as all hell breaks loose on Amelia's ship: GUNFIRE, ROARS, ANGUISHED SCREAMS.

CAMERA DRIFTS over to Michael, now passed out cold on the floor, still cuffed, his back propped against the chair.

Dark, deserted. Erika creeps in, opens a metal panel and throws a switch.

The ALARM continues to SCREAM. Selene races to her window and watches as the vamp guards go scrambling towards the other side of the property, guns drawn.

Without warning, the door BANGS OPEN and Erika comes thundering into her room and tosses her a nylon pouch. Selene opens it, her guns are inside.

The ALARM continues to WAIL. Kahn and SEVERAL DEATH DEALERS race down the hall in full-blown panic mode. Kraven comes bursting from his room.Erika comes thundering up to Kraven, out of breath, panicked.c:1j A murderous look possesses Kraven.

Selene's car screams around a corner, parks in a shadow-filled alley. In the deep background, a black van slows to a stop.

Selene charges up the winding stairway. She suddenly stops in her tracks, peers over the railing -- SIX DARK FIGURES are racing up the stairs. The lycans have followed her!

Michael's eyes snap open to an ERUPTION of AUTOMATIC GUNFIRE! The DOOR BANGS OPEN and Selene comes racing in. As she frantically un-cuffs him, she raises her Glock and unleashes a blistering salvo, right through the wall!

Selene SHOOTS the window, shattering it to pieces!Michael looks down at the street. The pavement is a good fifty feec below him. Screw that! Selene has no ti:ine for this . She grabs him by the belt and hurls him through the window! Behind her, KA-BOOM! Four lycans explode into the safe house. An ERUPTION of GUNFIRE!

Michael plummets headfirst to his doom, screaming and flailing like mad. But to his utter amazement he lands like a panther! The look on his face says it all: wow!

A SPENT SHELL CASING CLATTERS to the floor and rolls to a stop next to four bullet-stitched bodies. PULL BACK TO REVEAL-- Selene, smoking gun in hand, the last one standing. Suddenly, SCREECHING TIRES. She whirls around, peers out the window. HER POV - ON THE STREET Lucian's henchmen angrily force Michael into the backseat of a squad car. RESUME SAFE HOUSE Selene takes aim, CLICK! Damri, she's out of armno. She ejects the empty clip, but before she has the chance to replace it, the squad car goes HOWLING off into the night. She stands there for a moment, unsure of what to do next. Suddenly, a WOUNDED MOAN from behind her. She turns, stunned to discover that one of the lycans is still alive. It's Singe, shaken, out of it, writhing in a pool of blood!

Kahn, flanked by THREE DEATH DEALERS, strides up to a PERIMETER GUARD. A trio of Rottweilers come bounding from the shadows. Kahn doles out a round of affectionate pats to the attack dogs.Kahn digests this, checks his watch.the city. In the backseat, behind a partition of steel mesh, Michael is slipping further into the fever. His nose suddenly begins to bleed. He touches his lip, pulls back bloody fingers. His ears begin to fill with the DREADFUL POUNDING of his HEART.Henchman #2, who's at the wheel, glances into the mirror, takes a look at Michael.Michael groans again. Henchman #1 peers through the grate.Michael moans again, this time louder. Henchman #2 shakes his head, turns on the radio. FIERCE MUSIC fills the squad car.· changing the shape of his ribcage. This is rapid, chilling, and grotesque. Michael clutches at the seat like a drunk teenager with a bad case of bed~spins, holding on fo~ dear life as THE TRANSFORMATION overtakes him.(\_\_ ) -- WILD PATTERNS of MOTTLED SPLOTCHES bloom across his face and neck, not unlike broken capillaries, darkening his skin. -- HIS CANINES sharpen, become more pronounced. -- HIS FINGERNAILS GROW at a preternatural rate, becoming SHARP CLAWS that tear right into fabric of the seat.CRUNCHJ Michael kicks the grate, sending a curved mass of dented steel SLAMMING into the back of the driver's skull! He whirls around, furious, to find himself face to face with Michael, who is now well on his way to becoming a werewolf! He bares his fangs, cuts loose a FEROCIOUS ROAR!His partner opens the glove box, tugs out a NYLON CASE. Inside are several SYRINGES. He grabs one, slides the tip between his teeth, removes the cap, spits it out. Henchman #2 opens the door, does his best to hold Michael down.Michael seizes the lycan by the jaw, SLAMS his head against the doorframe, CRUNCH! . He stumbles backwards, momentarily stunned, drops to his knees. His partner surges forward, syringe at the ready, stabs Michael in neck, pushes the plunger home! Michael's head tilts back in agony, he lets loose a FEROCIOUS ROAR!

We've made the rounds twice. And believe me, the boys here would'a went ape-shit if anything had even gotten near that fence.

u Lucian's henchman are racing through a graffiti-stained part of

ON MICHAEL as he shoots a concerned look out of the window. WE RACK FOCUS on the window. REFLECTIONS of the cityscape, broken by flashes of the night sky, glide across the glass.

Without warning, the FULL MOON slides out from behind a bank of angry storm clouds! WHAM! His pupils SNAP INTO BLACK ORBS!

The lycans react as Michael moans. He sounds nauseous, on the verge of vomiting.

First time's a bitch, hurts like hell. But after a while you'll be able to control it,· change when you want. Moon won't make a shit bit of difference.

Michael is suddenly hit by a violent spasm. He arches his back in agony. We HEAR a distinct CRUNCH! WE MOVE CLOSER, ZEROING IN ON HIS STERNUM.

Michael lifts his shirt and watches, mesmerized, as his ribs SNAP and CRACK, cascading like piano keys beneath his skin,

-- DARK VEINS appear in the whites of Michael's eyes, growing like tropical vines, twisting, darkening, until his eyes become JET BLACK.

Holy shit! He's changin' right here in the fucking car! Pull over!! l

The squad car SCREECHES to a halt. CRUNCH! Michael kicks the side window, sending spider-webbed cracks across the glass. Lucian's henchmen leap out of the car.

Kraven is staring off into space, deep in thought. The Crypt Guard enters, bows deeply. He's pale, nervous.fled the mansion, My Lord. A flash of fury across Viktor's face.most taxing.The blood drains from Kraven's face as Selene strides past him, . gripping Singe by the throat, and viciously forces him to his knees. He's bloody, bruised, stitched with bullet wounds.I ..No reply. Selene grabs his bullet-ridden arm and gives it a nice, big painful squeeze.SMASH CUT TO:

Viktor gazes out from the comfort of the Recovery Chamber as Kraven strides up to the glass.

The infusions of blood have agreed with Viktor. He's less mummy-like, more fleshed out, and even more imposing.

D-SHAPED STEEL ANCHORS SNAP out of the floor, SHA-SHANK! HEAVY STEEL CHAINS rasp across the stone, SNAP TAUNT. STEEL SHACKLES CLANG SHUT. · WE PULL BACK TO REVEAL- -

Singe, on his hands and knees, cuffed and shackled, not unlike a terrified peasant groveling for mercy before a king.

Viktor, still in the comfort of the recovery chamber, glares down at him from his plush chair as if it was a throne.

Kraven finds zero comfort in this development. You can see it in his eyes: he desperately wants to flee, but knows that he's going to have to bluff it out and hope for the best.

dark tunnel. He's unconscious, handcuffed, and gagged with nylon webbing. (NOTE: He's back to his human form.)

During this entire sequence, Singe will be speaking through agonizing pain.

... A direct descendant of Alexander Corvinus. Hungarian. A warlord to came to power during the early seasons of the 12~h Century. . . just in time to watch the plague ravage his village.

And for years we failed. It was useless. Even at the cellular level, our spec1es seem destined to destroy each other. That is,until we found Michael.

The Corvinus Strain allows for a perfect union. A triple-celled platelet, which holds unspeakable power.

WE ZIP ALONG the wall and come to a stop on the top name listed on the CORVINUS FAMILY TREE -- Alexander Corvinus.

Selene continue to grip the lycan's arm, squeezing it every so often to prompt him to continue. Kraven, meanwhile, is sweating bullets, terrified he will be implicated by Singe. He shoots a nervous look at the door.A look of childish amusement washes over Viktor's face.-his bloodline. Viktor motions towards Marcus' tomb.

CAMERA DRIFTS DOWN THE CORVINUS FAMILY TREE.CLANG! Michael, now strapped to a swiveling exam table, is SWUNG UP into FRAME directly in front of the FAMILY TREE.The lycans clearly don't want him to escape. Heavy duty straps of nylon webbing crisscross his sweaty skin, his arms are bent at uncomfortable angles: wrists cuffed behind the metal table.

... and passed along in its latent form, down through the ages, all the way to ...

Dark, cramped.· Singe places a drop of LYCAN BLOOD under a powerful microscope.He adds another specimen of blood, this time from a dropper labeled V.AMPYRE. (NOTE: The blood cells from both species will have a certain shape or texture that clearly sets them apart, not only from each other, but from human blood cells as well.)u INT. INFIRMARY - FLASHBACK Lucian smiles as Michael's blood tests positive.Singe takes a small sample of Michael's blood and drops it onto a slide. Then, producing two droppers, he mixes a tiny bit of vampire blood with Michael's and gazes into the microscope.Second Draft revisions 5/19/02 79Singe looks him in the eye, defiantly.Selene whirls around to face Kraven, but he has vanished!From the other side of the glass, Singe gives a chuckle.Second Draft revisions 5/19/02 80 He shoots Selene a look. She strides through the door, throttles Singe, begins to choke the life from him.Viktor raises his hand, Selene eases her grip.This strikes Viktor right in the gut. His face runs pale.Selene is clueless~ Singe fills her in:Selene glances up at Viktor. He's staring off into oblivion as if his worst fears have been realized.He exits the recovery chamber and glares down at Singe. Kahn enters the crypt, bows deeply.The blood drains from Viktor's face.A smile spreads across Singe's face.Viktor, with lightning-quick reflexes, lunges out with fury, CRUNCH! Cracking the lycan's skull open with a single punch! / Singe drops like a sack of rocks, stone cold dead, blood \""'\_.,-· pouring from his destroyed skull. Viktor turns to Selene, gently lifts her chin.Selene's face runs pale as he whirls around and exits. CAMERA CRANES UP to reveal that, behind Selene, a DARK POOL of LYCAN BLOOD has begun to spread across the polished floor.

In a sea of plasma, an.instant reaction occurs: the opposing blood cells begin to consume each other.

The vampire blood cells bond with Michael's with astounding speed, producing two-celled platelets. A drop of lycan blood is then introduced.

The double-p\_latelets then bond with the lycan blood, producing wicked-looking three-celled platelets: super blood.

Kraven enters, weaves his way through the crush of socialite vampires. The once-familiar faces now seem threatening to him. He grabs Erika by the arm, whispers something in her ear.

A PAIR OF BOOTS CRUNCH through smashed bone and gore. CAMERA TILTS UP TO REVEAL one of Kahn's Death Dealers. He tugs out a cell phone, dials a number.

KA-BOOM! Twin doors BANG OPEN. The crowd parts like the Red Sea as Kahn, flanked by fully armed Death Dealers, storms through the chamber.

Kraven recedes into the shadows as Kahn and his Death Dealers sweep past him. Kraven waits a moment, then scurries off in the opposite direction.

Kraven races through the front gate as a limo comes SQUEALING to a stop. His bodyguard leaps out, opens the door. Kraven slides into the backseat.

Erika comes thundering up to the limo. She reaches under her jacket and tugs out Kahn's Silver Nitrate gun. Kraven smiles, swipes it from her hand. Erika tries to slide in next to him, but he slams the door in her face! She stands there, flabbergasted, as the limo drives away. She's been used, abused, and left to stew in it.

Michael awakens, groggy, dazed, still gagged. He lifts his head, but it SLAMS back down against the table. Lucian is hovering in the shadows, just out of Michael's sight.A strange look washes over Michael's face. Another prisoner is just a couple of feet away from him. It's Amelia, the vampire elder, half-naked, bound, gagged, and wrapped with a tangled web of heavy steel chains! Raze steps up to her, gripping a creepy glass syringe, and darts the needle into her neck! Her eyes snap open, she spasms, struggles like hell against her bonds. Raze gives her a sharp elbow to the temple, THWACK! Amelia's head snaps to the side with enough force to break a baseball bat, yet she quickly recovers, turns back to face Raze. He grins at her. She's helpless and she knows it. Her eyes burn with preternatural fire as Raze tugs back on the plunger, filling the syringe with blood. He removes the needle from her neck and places the syringe on a metal tray. Michael struggles against his bonds as Raze strides up to him, gripping a fresh syringe. He taps Michael's f0rearm, teases a vein to the. surface, jabs him with the syringe. Michael goes berserk, SNAPPING the needle off at its base! Lucian watches as the syringe plummets to the floor and SHATTERS! Growling with fury, Raze viciously backhands Michael, knocking him senseless. Second Draft revisions 5/19/02 83As Raze moves off across the infirmary, Michael gives a moan, his eyes slowly peel open. HIS POV (BLURRY) as Lucian strides from the shadows.He steps forward, his face COMES INTO SHARP FOCUS.Raze slinks up behind him, holding an empty cardboard box.Lucian shoots him a sideways glance.Raze turns tail, scurries out of the infirmary. Lucian shakes his head, removes Michael's gag. He takes a deep breath, looks Lucian in the eye. Then, carefully:He leans down close to Michael, looks him in the eye.Second Draft revisions 5/19/02 84A sly grin slides up Lucian's face. Slumping against the wall, he rolls up his sleeve and shows Michael an ornate scar that's similar to a cattle brand.A look of concern washes over Michael's face.Lucian whirls around. Kraven and his security vamps, flanked ·by armed lycans, are lingering near the door to the infirmary.Why isn't she dead?!!! Raze, gripping a fresh box of syringes, is locked in a staring contest with Kraven's bodyguard. The hatred between these two is a tangible thing. They'd just love to have at each other.As the lycans angrily herd the vampires away from the door, he grabs a grungy plastic sheet, like an ER divider, and tugs it along its. railing, thus closing the curtains on Michael. Second Draft revisions 5/19/02 85As his henchmen move to make this reality, Lucian takes Kraven by the shoulder and steers him down another corridor.Raze enters, gripping a metal tray.Raze sets the tray down on Lucian's desk. Kraven looks down at the blood-filled syringes.He picks up one of the syringes and prepares to inject himself. But he suddenly pauses, picks up the second syringe. They're indistinguishable.Raze shoots a terrified glance at the syringes. The look on his face says it all: he doesn't have a clue.SMASH CUT TO:

We were slaves once ... the Hounds of Hell. The daylight Guardians of the vampires. I was born into servitude, yet I harbored them no ill will, even took a vampire as my bride. But it was forbidden, our union ... especially between purebloods, like Sonja and myself, those born to darkness. Viktor feared a blending of the species. Feared it enough to kill her, his own daughter, burnt alive at the stake ... for loving me.

Dark, filled with oil drums and old machinery. Kraven and his entourage are being held at gunpoint by Lucian's henchmen.

Lucian's henchmen lead Kraven's security vamps into a plush room. They grin at the vampires as they close the door and lock it. Kraven's bodyguard growls in fury, tears down a curtain. Shit. The windows are made of thick Plexiglas and covered .with steel bars. It was a trap!

( , A decrepit chamber with a cracked window that looks down on the ',,\_\_\_/ main chamber. Lucian enters, followed by Kraven.

Windows TREMBLE, lights flicker and pop. Fear washes over Kraven. Holy shit.

MORE EXPLOSIONS ROCK the Underworld. Lucian's eyes slowly peel open. Groaning in misery, he sits up, leans against the wall.

Digging deep into some vital reserve, Lucian hauls himself to his feet. He slumps against the wall, paralyzed with pain, holds up his arm.

The Silver Nitrate is causing his veins to bubble and squirm. It's hellishly painful. He winces in agony as his hand curls into an arthritic claw. The end is near and he knows it.

Raze storms in, frantically tears open a packet and tugs out a new syringe. Suddenly, from somewhere off in the bowels of the Underworld, come SEVERAL MUFFLED BANGS.I \,\_\_\_\_. KA-BOOOOM! ANOTHER EXPLOSION ROCKS the Underworld, followed by the TERRIBLE GROAN of TWISTING METAL. They turn, peer through the window as a HUGE STEEL PIPE CLATTERS to the ground! HISSSSJ AN EXPLOSION OF PRESSURIZED WATER. Now it's raining in the main chamber of the Underworld! Lucian peers through the newly created rain.Lucian turns, rakes a gaze of disgust over Kraven's face. The vampire is clearly scared shitless.Tugging a UV pistol from his belt, he racks a GLOWING ROUND into the chamber and shoots Kraven a threatening look.ON LUCIAN as he whirls to exit. BLAM-BLAM-BLAM! He collapses to the floor, stitched with bullets, TO REVEAL-- Kraven, with the Silver Nitrate gun tight in his grip! Lucian stares up at him, teeth clenched in misery, as the toxic metal sears through his veins, staining them dark gray. Kraven smirks, pries the UV pistol from Lucian's grip.

SIX LYCANS are going about their duties, loading ammo, cleaning weapons, etc. ANOTHER ROUND OF BANGS, this time closer. They trade looks. Lucian's henchmen come thundering up to the <loor.

Kahn and Selene step over the bodies of two dead lycans. Kahn gives a signal and his DEATH DEALERS move into position.

He peeks around ·the corner at the ENTRANCE of the Underworld: a BLACK PIT surrounded by chain-link fence and concertina wire.

He tugs a SILVER GRENADE from his belt, pulls the pin, tosses it. CLINK-CLINK-CLINK. We follow the grenade as it tumbles across the cement, bouncing along like a huge ball bearing.

CLINKl One final bounce.· CAMERA SHIFTS ANGLE and we watch as the grenade is swallowed up by a black pit, which is actually an elevator shaft lined with steel ladders. This is the--

The ladders are occupied by Lucian's henchmen and their lycan comrades. They watch in horror as the grenade tumbles past them, CLANGING against the walls, and splashes down into several inches of murky water at the bottom of the shaft.

A FLASH beneath the puddle. KA-BOOOOM! Mud billows into the air, along with TORRENTS OF WHITE HOT SHRAPNEL, shredding the lycans to pieces!

as Raze frantically extracts another dose of blood from Michael.

\ . '---~./ Kraven's security vamps watch as armed lycans thunder past the barred window in full blown battle mode. Relief washes over them as Kraven appears from the shadows. His bodyguard screams, pounds on the Plexiglas. It vibrates like crazy, but we can't hear his voice. Kraven stops in his tracks, locks eyes with him, then continues down the corridor. The bodyguard slams his fist against the window, screams at Kraven for all he's worth, but to no avail.

The bodyguard whirls around, scans the lounge. His eyes settle on an exposed pipe the diameter of a hand rail. He grabs it, strains like hell, his veins bulging. Finally, KA-TING! It SNAPS off.at its base. Spinning it around, he aims it at the-door like a battering ram!

Armed lycans cautiously creep through blood and gore as they make their way towards the entrance shaft. Along the way, SEVERAL WEREWOLVES glide from the shadows to join them. As they continue to move along, a WEREWOLF slithers out of a drainage grate on the floor. Then a SECOND WEREWOLF does the same, this time closer to camera, COMPLETELY DEVOURING FRAME.

The lycans and werewolves cautiously approach the door leading into the battered entrance shaft. Smoke hangs heavy in the air. Suddenly, an ERUPTION OF GUNFIRE from above! Kahn, Selene and the Death Dealers come swooping down through the veil of smoke like angels of death, guns ablaze! All hell breaks loose: silver bullets and UV rounds whizzing everywhere!

BOOM-BOOM-BOOM. The door shudders. BOOM! It BANGS OPEN to reveal Kraven's bodyguard, the metal pipe tight in his grip. A HUGE LYCAN comes racing around a corner. The bodyguard clobbers him with the pipe, TING! Then whirls around and batters down a door leading to the main chamber!The vampires flee into the rubble of the main chamber.Without warning, Kraven's bodyguard and his security vamps scramble past the cracked window. Raze shakes with fury, unable to contain himself. The metal tray plummets to the floor and the syringes SHATTER as he explodes into motion!As he moves to free his arms the nylon straps pull taunt across his body. His grin dissolves. Suddenly, CRACK!-CRACK! He cranes his neck, peers through the dingy window as--He whirls around, sees a trench coat snapping around a corner.splashing through the puddles like a Hound of Hell! As she whirls back around to see where she's going - ROAR! A HUGE WEREWOLF SNAPS UP INTO FRAME and takes a swipe at her! Second Draft revisions 5/19/02 92 Selene springs into the air, leaping over the beast, opening fire as she smoothly tumbles head over heels, BLAM-BLAM-BLAM! As the bullet-ridden creature drops to its death, Selene splashes down onto the muddy floor, with her back to us. She ejects the empty magazine, slams a fresh one into her gun. Suddenly, a DEMONIC GROWL! Selene whirls around with deadly speed, opens fire as the encroaching werewolf leaps over its dead comrade, BLAM-BLAM-BLAMJ The beast splashes down in the muck, gyrating wildly, not two feet away from her, its jaws still snapping! Selene calmly rises to her feet, gives it a quick double-tap to the skull!She starts attacking Michael's restraints, loosening them.As the last restraint is unlatched, Selene kisses him for all she's worth. Then, as the kiss is finally broken:Second Draft revisions 5/19/02 94GUNFIRE THUNDERS as Kraven scurries along like a rat trapped in a maze. He comes to a door, peeks though it -- TWO WEREWOLVES, bathed in flickering light, are squabbling over Kahn's body. Kraven swallows hard, takes a nervous step backwards. Shit, can't go that way. INT. MAIN CHAMBER CRACK-CRACK! Raze-Wolf grabs one of the silver whips, knocking the bodyguard off balance. ROAR! He lunges out with demonic speed and snatches hold of the bodyguard's skull - CRUNCH! The bodyguard drops to the muddy ground, blood spraying from his pierced skull! Raze-Wolf looks up, sees-- HIS POV - LOOKING THROUGH A BROKEN WALL -- Viktor and his Death Dealers sweeping down a passageway. RESUME SCENE Raze-Wolf explodes into motion with a DEMONIC GROWL! INT. DARK PASSAGEWAY - CONTINUOUS Viktor and his Death Dealers stride down a dark corridor. CRASH! Raze-Wolf EXPLODES through the wall, fangs bared! Without so much as batting an eye, Viktor lunges out in a blur of movement and slaughters Raze-Wolf with his bare hands! This happens so fast, so gracetully, it almost doesn't register. THUD! Raze-Wolf drops to the floor, stone cold dead, as Viktor and his cohorts continue down the tunnel. Second Draft revisions S/19/02 95 Suddenly, a BURST of SHOUTS! FOUR LYCAN'S come charging around a corner. Viktor doesn't break his stride, and in a blur of preternat~ral fury, he unsheathes his ancient sword and dices them to pieces with a lightning quick series of fluid strikes! Now it becomes clear why everyone is scared shitless cf Viktor! This guy, ancient as he looks, is the ultimate bad-ass.

Raze bursts in, gripping two fresh syringes, and stops in his tracks. Lucian is sprawled on the floor, apparently dead.

CRASH! Raze dives through the cracked window and tackles Kraven's bodyguard. They immediately square off, predator versus predator!

The bodyguard tugs off his jacket to reveal TWIN SILVER WHIPS neatly wrapped around his torso. He sneers, uncoils them in a fluid movement!

-- Kraven's bodygi.+ard gives Raze a taste of the silver whips, leaving twin lacerations on ·his cheek!

CLOSE ON RAZE as his EYES TURN JET BLACK and HIS SKULL BEGINS TO TRANSFORM with a SERIES of HORRIFYING CRUNCHING SOUNDS!

Dark, dirty,-littered with filthy mattresses. Kraven ducks into the shadows as lycans sweep past the doorway.

ON KAHN as he signals the Death Dealers to continue onward. He turns towards Selene, but she's gone!

Selene tears along, her boots splashing through murky puddles, and sweeps past a DARK OPENING - ROAR! TWO WEREWOLVES explode from the shadows and gives chase, ,pouncing from wall to wall, fangs bared, just dying to tear her to pieces!

She dodges a look over her shoulder, opens fire, BLAM-BLAM- BLAM! The lead werewolf hits the muddy floor, tumbling end over end, sending water and mud spraying everywhere!

Behind her, the second werewolf pounces over its dead comrade, leaping through the acrid smoke HISSING from its bullet-ridden chest, and keeps right on coming!

( Selene comes tearing around a corner, dodges a look over her \,\_\_,..,/ shoulder. Shit. The second werewolf is still in hot pursuit,

Battered, dripping with mud and gore. Kraven scrambles up a ladder and peeks over the edge. His face runs pale.

HIS POV - VIKTOR, backlit, ominous, and dressed in a Medieval Death Dealer getup complete with-an elegant sword, is striding his way, flanked by THREE bad-ass looking DEATH DEALERS.

Kraven ducks back down, horrified. Son of a bitch. He lets go of the ladder, plummeting twenty feet, and SPLATS down in the muck. As he moves to exit, he slips, falling flat on his back.

He scrambles to his feet, his clothes soaked with mud, and flees through the shattered wreckage of the access corridor.

Kahn, trailed by Death Dealers, slowly inches his way through the darkness. Suddenly, a strange sound: CLICK-CLICK-CLICK. He flashes a hand signal. His Death Dealers come to a halt.

Then, raising his weapqn, Kahn takes a cautious step forward. CLICK-CLICK-CLICK. He looks up. There's a DARK AIR SHAFT above his head. Too late!. KA-BOOM!-ROAR! A WEREWOLF lunges out with demonic speed and in the blink of an eye Kahn is viciously yanked into the shaft! The Death Dealers open fire. BLOOD CURDLING SCREAMS, kicking legs, dripping blood. But it's no use. Kahn is gone. INT. DARK CORRIDOR

CLOSE ON MICHAEL, unconscious, partially submerged in the puddle. His eyes peel open to the sound of Selene's voice:

Michael is now well into the TRANSFORMATION. He spasms. His arm rises from the muddy water, pulsing, twisting ... changing.

Michael is now a WEREWOLF. But the TRANSFORMATION is not yet complete.

He shakes with violent spasms as the change starts to REGRESS, painfully taking him through the eerie genetic evolutions that lead to both vampires and werewolves.

THUD-THUD-THUD! Three Death Dealers (Viktor's bodyguards) land behind Michael and Viktor, guns at the ready.

Selene drops down behind them, and in a blur of preternatural motion, she SNAPS the neck of the first Death Dealer, elbows the second in the throat, then swipes his gun and opens fire, BLAM-BLAM-BLAM! Three pieces of dead meat drop to the mud!

She whirls around, ready to blow Viktor away, THWACK! The gun is knocked out of her hand and sent flying!

Selene and Michael scramble through a creepy network of dark passageways. Fighting everywhere. Through the windows we see flashes of werewolves, lycans, and vampires. Selene pauses to pry a Desert Eagle pistol from a dead vampire. She tugs back the slide, an enormous 50 caliber silver bullet racks into position. Good, it's loaded.She presses it into his hand. Michael feels the weight of the pistol. They cautiously move through a doorway and make their way into yet another chamber. KA-BOOM-ROARJ A WEREWOLF explodes from the darkness! SHINGJ Its razor sharp claws SLICE downwa~d, right THROUGH Selene's shoulder and into her left thighl She screams in pain, drops to one knee. Her gun goes flying off into the darkness. Michael opens fire! A PAINFUL ROAR! The fanged beast gyrates wildly in the muzzle flashes, then THUMPS to the floor. Michael drops down beside Selene, frantically checks her wounds. Selene sucks up the pain, locks eyes with him.Her wounds clearly look fatal, yet he believes her.·Selene smirks, takes his hand. Michael helps her to her feet. ( . They press onward, Selene hobbling badly. ""----.\_..,-✓He opens a heavy door-- Second Draft revisions 5/19/.02 96with me! Selene lashes out, angrily bats his hand away.Kraven's eyes fill with hatred.This hits Selene like a ton of lead. A grin slides up Kraven's face. He's enjoying this, a direct stab to .her heart.Selene shakes her head in denial.

--· and finds himself face to face with Kraven! The Silver Nitrate gun whips up into frame, BLAM-BLAM-BLAM!

Michael drops to the floor, three bullet wounds stitched across his chest, veins searing with Silver Nitrate!

Selene collapses next to Michael. Her eyes fill with emotion as the silver nitrate slowly sears its way up his jugular veins and spider-webs across his cheeks and forehead. Michael locks eyes with her, face twisted in agony, and fades into unconsciousness. A tear glides down Selene's cheek. This display of emotion causes Kraven's blood to boil. He lunges out with fury, attempts to haul Selene to her feet.

Viktor slowly rises, looks down at the pendant ·which is now in the palm of his hand. A flash of emotion.

Selene, bathed in candlelight and dressed in Victorian-era clothing, stands before a window, staring at her reflection. She tugs down her collar, inspects the fresh VAMPIRE BITE on her throat. Viktor materializes from the shadows, places a hand on her shoulder, begins to whisper in her ear.leaf as he filled your ears with lies. A flash of movement in the window catches Selene's attention. Behind her, a SHADOWY FIGURE has bl·ocked the- doorway. She gazes into the window, sees that it's Kraven! He was there! RESUME GENERATOR ROOM The shock of this washes through Selene like a bitter tide. Again Kraven holds out his hand.Selene just glares at him, disgusted.He drives Lucian's UV pistol against her temple. She glares at him, daring him to do it. He slowly applies pressure to the trigger. Second Draft revisions 5/19/02 98 WHACK! A BLOODY HAND grabs hold of Kraven's ankle. He looks down, stunned to discover that the hand belongs to Lucian! Kraven almost laughs. The lycan master looks absolutely pathetic, crawling on his hands and knees, near death. Mustering his strength, Lucian bites his lip and gazes up into Kraven's eyes. SHA-SHANK! The black blade, spring-loaded and hidden up Lucian's sleeve, EXPLODES through Kraven's leg! Kraven drops to the floor, yelping in misery as the blade twists in his wound and SNAPS IN HALF, KA-TING! Lucian turns, is immediately struck by the fact that Selene is clearly emotional over Michael's condition. A thought suddenly hits him. He locks eyes with her.An AUDITORY FLASHBACK comes racing into her mind as she gazes back down upon Michael:

Abomination ...Confusion floods her face, she bites her lip, turns back to face Lucian. He urges her again.A grin slides up Lucian's face as Selene gives in to her feelings and bends down over Michael. Kraven winces as he tugs the broken blade from his leg. A stunned look washes over him as Selene sinks her fangs into Michael's neck!( . \,,\_\_\_) INSIDE MICHAEL'S NECK SELENE'S FANGS pierce the skin and slide into his jugular vein. Second Draft revisions 5/19/02 99 (:\_j RESUME GENERATOR ROOM Lucian locks eyes with Kraven, starts to laugh.A sour look washes over Kraven, he levels the Silver Nitra.te gun at Lucian, BLAM-BLAM-BLAM! As Lucian slumps to the ground, dead, something off-screen catches Kraven's full attention. His eyes go wide. Oh, shit. ANGLE ON SELENE as she embraces Michael with every ounce of her heart and soul, fangs buried deep in his flesh, in a heartfelt attempt to save his life. A pregnant beat. She finally withdraws her fangs, looks down at him, concerned, wondering if her bite has worked. Then, without warning-- WHACK! She's yanked away from Michael and sent SLAMMING into the rusted generator! She looks up, shaken, stunned, to find Viktor towering over her. CJ VIKTOR Where is he? Where's Kraven? Selene scans the shadows. The sneaky little bastard is gone and now Viktor's Death Dealer bodyguards are blocking the exit. Viktor glares down at Michael. He turns, locks eyes with. Selene. A look of disgust washes over his face.He strides towards Michael, eyes burning with lethal intent. Selene lunges forward to stop him. Viktor swats her aside like a rag doll, sending her crashing into the opposite wall! Then, growling with fury, Viktor swipes Michael off of the floor and viciously SLAMS him against the wall, KA-RUUNCH! BONES SNAP and CONCRETE CRUMBLES to the floor as Viktor, in one powerful movement, .shoves Michael THROUGH the thick brick wall, creating a jagged hole!Second Draft revisions 5/19/02 100 (j INT. · GENERATOR ROOM Viktor whirls around, eyes burning like fire, and stares down at Selene. She stares right back at him, defiantly unafraid.WHAM! MICHAEL'S PUPILS SNAP into BLACK ORBS.They quickly withdrawal, closing the door behind them.This strikes Viktor in the gut. He bends down over Lucian's dead body and tugs the pendant from his neck.SHING! Unsheathing his sword, he whirls back around towards the crack in the wall. A look of confusion floods his face.( : Lucian's pendant is sent flying as Viktor explodes into motion, "-........ ...1 face twisted with rage, and pins Michael to the floor! Michael struggles to move, but the ancient vampire.bears down on him like a ton of steel. Selene races up, tries to haul Viktor off of Michael, but it's no use. He's too powerful. Second Draft revisions 5/19/02 102 Viktor leans down close to Michael, confident, almost gloating. Now they're face to face, eyes burning, fangs bared, Vampire versus Hybrid! THWACK! Michael's fist SLAMS into Viktor's chest with the force of a wrecking ball, sending him CRASHING through the shattered wall and out into the--He turns, scrambles to his feet, startled to find himself face to face with Michael yet again! For the first time we see actual fear in Viktor's eyes! But he's no coward. They immediately face off, circling each other through the rain like\_blood-hungry predators! They surge towards -each other, trading vicious blows, pounding each other like supercharged jackhammers! e) VARIOUS LOCATIONS AROUND THE UNDERWORLD as vampires, lycans and werewolves, equally spellbound by the fight between Viktor and the deadly Hybrid, peer down through grungy windows, search for better vantage points, etc.Second Draft revisions 5/19/02 103 Her eyes widen. Viktor is right there, not two feet from her! But before she has a chance to react, he issues a palm-strike so smooth, so powerful, that is sends her CRASHING half way through a wall, KA-RUNCH! Chunks of concrete splash into the muddy water. Selene slumps down into the wet muck, blood streaming from her hairline.Her eyes slowly peel open.CJ ANOTHER ANGLE Michael's head snaps back with breakneck force as he's spun around violently and sent flipping head over heels, SPLAT! He crashes face down in the muck, stunned senseless.Something sudqenly catches Viktor's attention. He looks up, sees a FLASH OF METAL in the rain. Selene lands behind him, like a jaguar, with his sword tight in her grip! Second Draft revisions 5/19/02 104t. speak, but blood comes bubbling forth instead of words. A THIN RED LINE APPEARS, running from left his ear, right across his cheek, and continuing down to his collar. He takes a step towards her. Selene holds up the sword, we now see that it is slick with blood~ Shock floods Viktor's face as HALF HIS SKULL literally SLIDES OFF and SPLASHES into the muck! She had already struck ~im! His body stands prone for a moment, then it slumps backwards to join the rest of him. Michael rises to his feet, turns to Selene, who's still gripping Viktor's sword. Then, together, they make a slow turn, surveying their surrounds for any possible attack. But, quite to their surprise,· lycans, vampires, and werewolves alike, nervously reQede into the shadows as our warrior/lovers turn and make their way across the chamber and slowly dissolve . into the darkness and rain. The war is finally over ... or is it?(,-·· I \,,.--/ SMASH TO BLACK:

Michael, along with an avalanche of broken concrete, plummets fifteen feet and SPLASHES down into a puddle of oily water!

Viktor whirls around towards Selene, THWACK! She delivers a crippling KICK to his chin! Viktor's head snaps back, his sword goes flying out into the main chamber!

He whirls around, ready to kill Selene, but gets the shock of his life instead -- he's now face to face with THE HYBRIDl

Michael has transformed. Not quite vampire; not quite werewolf; something in between; more human than beast; striking, powerful, eyes burning like quicksilver.

Viktor HITS the mud, tumbling wildly and SLAMS against a PAIR of LEGS. He looks up, stunned. They belong to Michael! How the hell did he get there so fast?

Viktor, in a stealthy move, drops down and swipes Michael's legs out from under him! And the next thing Michael knows, he's flat on his back and Viktor is upon him, fists pounding!

Michael hauls himself to his feet and starts sloshing over towards Selene, who appears to be unconscious.

as he rushes to her- aid. WHOOSH! Viktor comes swooping down through the shadows and rain, feet first, like a prehistoric bird of prey, THWACK!

Viktor sloshes up behind Michael and calmly begins to choke the life from him. Michael's veins stand taunt. He gasps for air.

as he whirls around towards Selene, eyes burning with fury, and tugs a long, black dagger from his belt. He opens his mouth to

-- following rivulets of LYCAN BLOOD as they slither downward over MARCUS, the last surviving vampire elder, withered, bat~ like, hanging upside down in his tomb. (NOTE: The blood has been soaking into his flesh for hours.)

We glide downward along his emaciated frame until we come to his hollow, skull-like face. We hold here. His eyes slowly peel open. Eyes almost identical to Michael's. Hybrid eyes.

One might describe the scene as beautiful , if one could get by the child 's coffin . A wooden sign in the dirt reads . `` Here lies Daniel Nicholson . Beloved by all . Died October 3 , 1897 '' A wilting man in his late forties sits on the grass next to the much too small box .The wilting man 's face trembles . Behind him , a respectful thirty feet away , stand a group of about sixty people , equally still .CUT TO :

Who will plague me with questions now?... Who will pinch me to wake me up? Who will laugh at me when I fall?

Who's breath will I listen to so that I may sleep? Who's hand will I hold, so that I may walk?

An enormous handmade wooden table sits in the center of asmall village of log cabins . All sixty members of the village are seated for the meal . The women wear bonnets . The men have their farmer 's shirts rolled up at the sleeves . A man in his late forties stands . He has the eyes of a child ; innocent and pure . This is EDWARD WALKER .Beat . Eyes look up one by one . Edward Walker stands silently , appearing suddenly overwhelmed . A hand reaches up and squeezes his arm . Edward Walker looks down to wilting man we saw earlier . They look at each other quietly . Walker turns back to the table .Walker sits . Movement begins across the table as hands begin to pass bread and corn and meat . AND THEN WE HEAR IT , THE SOUND CARRIES THROUGH THE AIR AND BLEEDS INTO THE VILLAGE . IT COMES FROM THE WOODS . SCREAMS . IT IS NOT HUMAN . All movement at the table stops , except for a TALL BOY at the end of the table . He is barely in his twenties . He is mentally handicapped . He starts clapping wildly . Everyone else sits uncomfortably still . No expressions on their faces . They wait .THEN THE SCREAMS SLOWLY START TO MOVE AWAY .The boy 's clapping slows and then stops as well . The happiness trickles from his face . The rest of the table waits till the last of the nonhuman screams have moved away . And then quietly hands start reaching across the table again .CUT TO :

We came here to start anew. We are grateful for the time we have been given.

What manner of spectacle has caught your attention so splendidly? I ought to carry it in my pocket to help me teach.

Okay, lets have it. What delicious conclusions have you come to?

Donald, please try to speak plainly. It disturbs your mother when you speak so darkly. Everything need not be said with such drama.

Children... Those We Do n't Speak Of have not breached our border for many years. We do not go into their woods and they do not come into our valley. We do not threaten them. W hy would they do this?

Is it possible, in your haste, you have missed the simplest explanation? That this small animal was slain by a slightly larger animal like a fox, and that this said fox carried it into our v illage to avoid other scavengers from coming and eating his prize. And when our village awoke and started its morning business, the fox was scared off and left its prize for us to find.

I ca n't say if that's what really happened, but it's certainly more reasonable to think that, than something... unprecedented.

Does anyone have further questions pertaining to our immediate doom?

Lucius Hunt, that is the most I've heard you speak in many years combined.

I have great reverence for the word'love' Kitty. It should not be thrown about lightly. It is the greatest force on this earth.

I must correct you on the word'stricken'. I would not trade any one of my five daughters for a hundred of the finest boys. So now, what is it you are asking permission for?

There is a proper manner in which these things are to happen. Such as the boy would normally be standing next to you at a moment such as this. Where is the boy in all of this Kitty?

Do me one favor first Kitty. Do not tell anyone else of your' burstings' until you have spoken with the young man.

We may question ourselves at times such as these. Did we make the right decision to settle here? We must remember why we came here. It was for goodness and a rare type of innocence. That is worth a struggle I think.

Let it be known for all to comfort in, that no person was injured lat night. We have always had, from the day we settled here, a gentle understanding with those who visited us.

I have always pictured them, in some ways, as our protectors. They have allowed us to live here nestled amongst them in this untouched place.

By the markings we find this morning on our homes, I feel they were warning us. They acted as if threatened. We will do our best to discover what it is that has set them to action.

I myself wonder if this simple way of life can go on... If it was meant too...

We came here to start anew -- We are grateful for the time we have been given.

You two boys stay close to Ivy here. She'll tell you some funny stories and have you laughing soon.

You know the moment I heard my child's vision had finally failed her, and that she would forever be blind, I was sitting in that very chair.

That he was. He had a gift for that. If he was given one dollar, in less than a fortnight he would have turned it into five. You do not know of money. It is not a part of our life here. Money can be a wicked thing. It can turn men's hearts black... Good men's hearts. My father could not see this. For all his gifts, he was a poor judge of a man's character. Your grandfather was a good man Ivy. He had a laugh that could be heard three houses away. He used to hold my hand as I hold yours.

He taught me strength and showed me love and told me to lead when others would only follow.

Your grandfather James Walker, died in his sleep. A man put a gun to his head and shot him while he dreamed. I tell you this, so you will understand some of the reasons for my actions and the actions of others.

You are a strong one Ivy. You lead when others would follow. You see light when there is only darkness. I trust you among all others.

There did exist rumors of creatures in these woods. It is in one of the history books I used to teach in the towns.

On this paper has been written a tool of medicine. It is common in the towns.

Lucius Hunt will pass if he does not receive this soon. He may pass regardless.

You are to go with two others and follow the path near the stream. A half day's journey will bring you to a hidden road. There, the two others will wait as you continue. You alone will follow the hidden road to the end of Covington Woods.

You are to tell no one in the towns where we are and return with haste.

You gave your heart to this boy. His mother is in need. Are you ready to take on this burden, which, by right, is yours and yours alone?

A group of women and girls are washing and drying the wooden bowls and plates at a hand water pump that stands in the ground . A strong older woman pumps the handle . Bursts of water spurt out from the pump 's mouth . Two girls are holding bowls under the water . One girl gets splashed by the other . They both s tart laughing . The older woman makes a disapproving noise with her mouth . The girls looks over , nod and return to washing the bowls ; little grins on their little faces .CUT TO :

Two young women sweep the porch of a cabin . One of the young women starts mimicking the other 's movements . They begin to sweep in synch . They both begin to smile as they sweep . They begin to move around the porch like dancers . They 're giggling stops as one spots something . They both stop dancing . They look down at the base of the post that holds the porch roof up . There are two RED WILDFLOWERS peeking out from the fist full of weeds . They bend down quickly and yank the red wildflowers out . They move off the porch and kneel down in the dirt next to the porch . They use their hands to a dig a small hole in the dirt . They put the crushed red wildflowers into the hole and methodically bury it . The two young women stand , look around , and wipe themselves off before returning to the porch and picking up the brooms again .CUT TO :

A MEDIUM SIZED BRASS BELL hangs from a wooden t-post . A hand reaches out and takes hold of the rope that dangles from its side . The hand pulls once strong and hard .CUT TO :

Men stow away farm equipment . Hoes and sickles are stacked neatly in piles . A LONG BELL TOLLS . The men stop working . They put down their tool where they stand . One man leans into the storage cabin to tell those inside .CUT TO :

The older women usher the girls into an orderly line as they leave the area of the water pump . Dirty dishes are left on the ground .CUT TO :

We see the courtyard . There are clusters of cabins on every side . We watch as one by one everyone in the courtyard and everyone coming in from the fields , disappears into different cabins like ants retreating into ant holes .CUT TO :

We are in someone 's home . A group of about eight women and children walk in through the front door . They move to the back of the small cabin where a woman reaches down and pulls on a handle in the floor .CUT TO :

We are in another two-room cabin . A group of men wait their turn as each man climbs into the trap door in the floor . When the last is in . The final man reaches up and brings down the trap door , closing them all in .CUT TO :

A collection of two men , four women and three children are huddled together in a four by eight space in the ground . The adults have to sit down to fit in this space . A THIN STRIP OF LIGHT FALLS ON THE FACES from the seam in the trapdoor . All we hear is the nine of them breathing . Their eyes all stare at the CRACK OF LIGHT . A child coughs . A woman reaches over a couple bodies and pats the coughing child on his back . The child settles . They all return to staring at the light . Beat .THE BRASS BELL SOUNDS AGAIN .The two men reach up and open the door . LIGHT POURS IN . One by one , they all climb out of the four by eight space in the ground .CUT TO :

The men , women and three children walk out into the afternoon light . One woman immediately grabs a broom and continues cleaning the porch . The community returns to doing their chores .CUT TO :

We are in the darkness , looking into the LIGHT OF A CABIN WINDOW . We see a child 's bedroom -- A small bed -- A small wooden desk . On the child 's desk there is nothing . The wilting man lays curled up on the little bed . He stares out with red eyes .CUT TO :

In another cabin we see a woman pouring water from a jug into a large white bowl by the side of the bed . We see her speak to her husband who sits reading in bed . She leans over and begins washing her face with the water in the bowl .CUT TO :

Three children kneel and pray by their bedside . Their parents begin blowing out the oil lamps in their room .CUT TO :

A young man blows his nose into a handkerchief . He wipes his face and resumes standing . His eyes gaze down quietly . The ORANGE LIGHT FROM THE TORCH LIT NEXT TO HIM , FLICKERS ON HIS FACE . He is standing on a platform , thirty feet in the air . It is a tower on the edge of this community . He is keeping guard . Arms folded , he stares at the darkened woods .CUT TO :

A group of children carrying cloth bags with books in them , crowd around something in the dirt . Edward Walker moves through the tiny gathering .Edward Walker parts the final layer of titillated children . He stares down at the thing on the ground . Beat . His expression becomes grave .It takes a moment before a little boy steps forward . His eyes never look up .PHILIP shakes his head , `` No . '' Everyone watches Walker who turns and looks down again quietly . IT IS HARD FOR US TO SEE THROUGH ALL THE TINY LEGS AND FEET OF THE CHILDREN . THERE IS SOMETHING DARK AND MOIST LYING IN THE DIRT .CUT TO :

The classroom is overcome by whispering . Walker uses chalk to write the date , `` October 5 , 1897 '' on a gray slate board framed in wood . He turns to the children who age from seven to twelve .Another hand shoots up .Now the children become quiet .Beat .Walker gazes out at the classroom of concerned children .Walker watches the image of foxes scamper through the minds of the children .Walker winks at Donald . No one raises their hand .One by one , the children reach into their cloth bags and retrieve their notebooks .CUT TO :

I inspected it carefully. Its head was twisted back and much of its fur removed.

We are in one of the largest cabins . Wooden chairs are scattered throughout . This is some sort of gathering place . Twelve of the chairs have been brought together in a circle . Twelve of the oldest members of the village are seated in the chairs . The wilting man and Edward Walker are among them .A small gentle women with her air tied back , looks up . TABITHA sits to Edward Walker 's side .The two women slowly turn to Edward .All eyes turn to the wilting man , AUGUST NICHOLSON . He appears exhausted . August nods as he shuffles the papers in his hand .The group nods quietly .THERE IS A KNOCK at the far end of the room . All attention moves in that direction . Another man in his mid forties steps in . He carries a tiny smile , his eyebrows are raised .The group looks to one another . This is unusual .The man with the raised eyebrows steps out . Beat . The door stays still for a moment , and then it opens . A sinewy young man in his twenties steps in . His deep-set brow and dark green eyes never look up as he walks forward to the group . There are many glances to a pretty elder in her forties . Edward looks to her as well . She stares back with the identical dark green eyes as the boy . She shakes her head slightly ; She does n't know why he 's here . The young man s lows to a stop a few feet from them . His hands brings a paper up . He begins to read carefully .The woman with green eyes moves forward in her seat without knowing it .His green eyes flick up , just for a moment ... He returns to the paper .August Nicholson goes still .Beat .The young man with green eyes lowers his hands with the paper and stares at the group . No one move at first . Edward Walker begins to smile .The young man with green eyes stands quietly before the group .CUT TO :

We ought not to overlook the Flight of the Birds. We did n't have it last year and I for one missed it desperately. I know Tabitha missed the children dressed in feathers and such.

I do not have a say in this matter. August Nicholson is Chair of today's meeting.

The Flight of the Birds will be returned to this year's Fall Festival.

My mother is unaware of the reason for my visit today. She did not give her consent or consult me in any form.

I have spent all but my first years in this village. It is all that I know. It is a blessed place, this village. Our days are filled with love and compassion and joy.

But there is also some suffering and fear. The passing of little Daniel Nicholson from illness --

-- and other events have weighted on my thoughts. We have been taught o f the greed and corruption that exists in the towns. And the countless wasted lives centered on the exchange of money there. But we have also been taught about their fascination with science and machines and medicine. Could they have rescued Daniel from his terrible illness?

I ask permission to cross into the forbidden woods and travel to the nearest town. I will gather new medicines and information of what has happened in the world, and I will return.

With regards to Those we do n't speak of, I am but a single person, I am not a threat to them, I am certain they will let me pass.

Creatures can sense emotion and fear. They will see I am pure of intention and not afraid. The end.

What was the purpose of our leaving? Let us not forget, it was out of hope of something good and right.

I am guilty Robert. I made a decision of the heart. I can not look into Alice's eyes and see the same look I see in August's. It is too painful.

Yes I have. I hope I am always able to risk everything for the right and just cause. If we did not make this decision -– we could never again call ourselves innocent. And that in the end is what we have protected here -– innocence.

I sent her because I trust her. And it is in her blindness that our town's hope lives.

If any want to talk of their worries or concerns, we would welcome them.

These are the experiences we came here to have. This is good. This is pure.

The pretty woman with green eyes sits on the edge of her bed in her night robe . She hear her son descend the ladder from the loft space he lives in . ALICE HUNT watches him through her bedroom doorway .LUCIUS turns to face her .Beat . Lucius stares .Alice lies back in her bed . She pulls the covers over herself . She gazes at her son from the pillow .Her eyes close .Lucius watches his mother become quiet . Her breathing becomes steady and soft . Lucius walks into her room and takes the quilt from the rocking chair and gently places it over his mother 's sleeping shoulders . He whispers in her ear .Lucius walks out of his mother 's room and exits the cabin quietly .CUT TO :

Why do you not tell me what you feel? I do not know if you think about love. I do not know what your dreams are. When you stood today, you spoke in such a gentlemanly manner. I scarcely recognized you.

How can a mother fail to recognize her son? Tell me. Tell me that...

We understand the depth of your worries, but you need n't be alarmed.

What we seem to have amongst us, is a scavenger of some type. Most likely a coyote or wolf. It's manner of killing and removing the fur, but leaving the flesh torn may be a sign that the animal may suffer from madness.

For the next fortnight we should be vigilant for sightings of this coyote. Keep careful watch over the little ones as they play on the hills.

As for the other notion... we do not believe our boundary has been breached. Those We Do n't Speak Of are much larger creatures than coyotes. We would know if they had been here.

We shall speak of the town, just this once, and we shall never speak of it again.

When we lived there, the three of us, you were but an infant. I would be telling an untruth if I said there was no joy. We were contented souls : the three of us... But contentment is an unwelcomed alien in the towns. There is something in the very nature of the cities and towns that rejects it. Society survives on greed, and desire. Its heart is fed by wants. It has no place for something so untradable and old fashioned as contentment.

Your father left for the market on a Tuesday at quarter past nine in the morning... He was found robbed and naked in the river two days later.

I know that. Forgive me. I am but scared for my only son's life.

That is for our own well being. So the things that scare us do not have power over us.

Glorious. I saw your hand move to your eyes on more than one occasion.

All the livestock has been taken, and skinned. The fur and feathers are missing.

My mother is unaware of the reason for my visit today. She did not give her consent --

Today at Resting Rock. Noah Percy handed Ivy Walker a flower of the bad color.

When asked where he found this flower, for it was not like others I have seen, he took us there. He led us to the peak of the hill, by the tree stump. There he pointed to a bush covered in flowers of the bad color.

By my eye, the bush of the bad color was, at the very least, seventy-five paces past the forbidden line.

It is my belief that Noah Percy has entered the woods, and has done so on many occasions. It is also my belief, that because of his innocence, those creatures who reside in the woods did not harm him.

This strengthens my belief that they will let me pass if they sense I am not a threat. I ask for further consideration in my request to travel into the woods so that I may gather medicines and informations from the nearby town.

My intentions are true to my word. I think of nothing but the people of this village.

There are secrets in every corner of this village. Do you not feel it? Do you not see it?

Sometimes we do n't do things -- yet others know we want to do things -- so we do n't do them.

Are you not angry you have no sight? Perhaps your eyes could have been saved as a child by knowledge held in the town's medicines.

What of Noah then? What if there was medicines for Noah that could help him be still? Help him learn?

I do not worry about what will happen. Only what needs to be done.

Why must you lead, when I want to lead? If I want to dance, I will ask you to dance. If I want to speak, I will open my mouth and speak. Everyone is forever plaguing me to speak further. Why? What good is it to tell you, you are in my every thought from the time I wake? What good can come from my saying I sometimes can not think clearly or do my work properly? What gain can rise from my telling you the only time I feel fear as others do is when I think of you in harm? That is why I am on this porch Ivy Walker. I fear for your safety before all others.

FINTON COIN is a skinny boy with big curly hair . He is on the platform tonight , thirty feet in the air . The trap door opens as Lucius climbs up . Finton immediately relaxes .Lucius shakes his head . `` No . ''Lucius shakes his head again , `` No '' as he takes his seat in the corner . Beat .The two young men fall into silence ; one sitting , one standing . And then out of the silence --Finton turns to the sound of Lucius ' voice .Finton does n't notice the expression on Lucius ' face as he sits in the shadows . Finton shrugs his shoulders and returns to looking out . Beat .CUT TO :

I saw Christop Crane sniffing around. He suspects something. He has announced, more than once, in my presence that only one man should hold post in the tower each night. Why would he say such a thing if he did n't suspect? What a wretch he is? Is it so bad to be a trifle timid? Are you sure you were not detected?

And I shared a portion of my chicken with him not two days ago. A fine, tender piece.

The towns? What for? They're wicked places where wicked people live, that's all.

Do not pretend you do not feel it. There is something in these woods. It turns my stomach to rot. The elders themselves admit there were stories of creatures in these woods long before they arrived.

You will be safe. They will not harm you because you can not see. They will take pity on you as they took pity on Noah when he ventured into the woods.

Along the hilltop runs a group of twenty apple trees ; their branches bursting with deep red pickings . On the ground near the trees are baskets filled with apples . A few are toppled over . Standing in a tight group a few feet from the abandoned baskets are a group of women . The same quiet fearful expressions on their faces . They stare at something at the base of a tree . We ca n't see what it is , but we can HEAR THE FLIES BUZZING around its dead carcass .CUT TO :

Every member of the village is jammed into this little building . The elders are standing towards the front of the room . Alice Hunt 's green eyes look compassionately over the gathering .An uncomfortable murmur flutters in the meeting room .CUT TO :

We pick up Edward Walker as he leaves the meeting hall with the rest of the congregation . A young woman in her early twenties catches up to him . She has a round attractive face . She is the lively sort . She practically bounces to his side .KITTY WALKER takes his arm and whispers in his ear as they walk .He looks at his daughter as they turn the corner onto a path where they are alone . Kitty beams at his side .Edward nods his head .Now Edward stops walking .Edward starts walking again .Kitty sees the expression on her father 's face .Kitty 's face returns to beaming .He looks down at his eldest daughter . He nods , `` yes . '' She hugs him tight as they come to a stop in the far end of the courtyard at the base of the medium sized town bell .Kitty nods earnestly . Beat . Edward Walker gets lost in his thoughts again .Edward looks down and sees the concern in his daughter 's eyes . Beat . He then reaches up and pulls long and hard on the rope that tolls the brass bell . We see in the background everyone stops what they 're doing and begins walking in lines towards the cabins . We watch as people walk in from the stream and from the orchards . They disappear quietly into the cabins .CUT TO :

It must have been bubbling inside me for a long time, for it came bursting forth not three days ago. I have thought of nothing since.

I realized since I'm the eldest of your children and since you were stricken with five girls and no boys, I decided to act as if I were the son and ask your permission.

He has a quiet way. I was going to talk with him, but I wanted your blessings papa. I wo n't talk with him without your blessings.

He's not like the other boys. He does n't joke and bounce about.

Noah Percy was found with quarts of blood upon his clothes and hands... The blood was not his own and he will not speak as to whose it is.

A doctor of medicine. I need to find these things. We must hurry.

My goodness, my heart is pounding so fast, I think I may faint on this spot... You'd probably catch me course, before I fell.

Seeing as you're of age... and seeing as I'm of age... and seeing as we get along so well like this... A thought entered my head that may have entered your head as well.

I love you Lucius. I love you like the day is long. I love you more than the sun and moon together. And if you feel the same way, we should not hide it any longer. It's a gift, love is. We should be thankful. We should bellow it with all the breath in our lungs, `` Thank you! Thank you! Thank you!'

Noah ought to be punished. He wacked little Joseph with a stick again.

There is nothing you can do that would sacrifice my love for you. You are my cherished one as well.

Lucius stands at the edge of a field of crops . He methodically removes the clumps of dirt from the prongs of the tools he 's used on the soil that day .Lucius ' hands stop their work . He turns and looks over his shoulder at the young woman that stands before him . She rises on her tip-toes and returns to earth again . Lucius never lets go of his tools . He nods hello to her .Lucius stares .Lucius continues to stare .Lucius blinks his green eyes . Kitty takes this as a positive gesture and smiles sweetly .Kitty finishes her flurry by rising up on the tips of her toes and returning to earth again . Lucius stares .CUT TO :

Kitty is wailing . Edward carries his youngest daughter in his arms as his petite wife holds their next two youngest on their laps . They watch with concern as Kitty cries loudly from her bedroom Kitty is being consoled by her closest sister . Kitty has her head in her sister 's lap . IVY WALKER strokes the hair of her older sister gently . Ivy is thin , almost too thin . Her long blond hair falls over her sharp striking face . She wipes the tears from her sister 's cheeks . Beat . Ivy begins to sing softly .Edward and Tabitha Walker hold their three youngest girls and listen quietly from the other room .Ivy wipes the last tears from her sister 's face . Ivy 's voice fills the cabin and wraps them all like a blanket .CUT TO :

Why are you sorrowful, why do you weep? Why do you ask me to rock you to sleep? Could you but see thro' this world's vale of tears...

Light would your sorrows be, harmless your fears, all that seems darkness to you would be light, all would be sunshine where now is but night...

You need n't go to the quiet room if you take an oath to never strike any person again.

We ought not return right away. What shall we do with our stolen time?

What a deeply scandalous thing to say. I insist you take that back... Is that the school bell?

Some people, just a handful mind you, give off the tiniest color. It's faint, like a haze. It's the only thing I ever see in the darkness. Papa has it too.

Do you wonder what your color is? Well that, I wo n't tell you. It's not ladylike to speak of such things. You should n't even have asked.

When I was younger you used to hold my arm when I walked. Then suddenly you stopped.

One day, I even tripped in your presence and nearly fell. I was faking of course, but still you did not hold me. Sometimes we do n't do things we want to do, so that others wo n't know we want to do them.

Noah it is not allowed. This color attracts Those We Do n't Speak Of. You must bury it.

I was just playing a game with Noah. The rascal must have gone to hide in my house again. Houses are against the rules. He knows that.

Are you okay? Your quiet is a different quiet than your usual quiet.

We were tending to the children tonight, Kitty and I... I should be with her.

I heard my parents speaking of you. I know of your request to go to the towns. I think it is noble, but I do not think it is right.

I know it upset Papa very much when it happened to me. He would not speak for three days I was told. But it does not bother me Lucius.

May we stop speaking of this? It is putting knots in my stomach.

You think it an odd choice right? You know he wo n't sit back in his chair for fear of setting wrinkles his shirt.

But he does have a gentlemanly way about him and he does care for my sister deeply. I think Kitty is blessed. I am blessed as well... My older sister is now spoken for. I am now free to receive interest from anyone... who might have interest.

It is the day of my sister's wedding and I am beginning to believe you would let the day pass without saying a word to me.

Perhaps you sensed I was angry when you revealed you crossed into the woods. In fact I was. If you want to act foolish, that is your choice. But I do not find any reason to risk such dangers in the woods for anything. It was wrong.

The elders are going to have an inquiry tomorrow. Each member of the village is to be questioned in the meeting hall.

Like that game the boys play at the stump. They put their backs to the woods and see how long they can wait before getting scared. It's so exciting.

I understand you hold the record. It will never be broken they say.

How is it you are brave when all the rest of us shake in our boots?

Kitty, I wanted to speak with you first. I would not want you to feel pain in any fashion. You are my cherished one. If you were to feel badly about Lucius, I would not have it. One love to sacrifice another love is not right.

What about the animals? The skinned ones? Are the elders responsible for that too?

Lucius knocks on the half open door with his elbow . He waits a moment and pushes the door open . Lucius carries a large pile of firewood in his arms as he steps into the cabin . He sees the wilting man , August Nicholson , sleeping in a chair . Lucius moves to the hearth . Some of the kindling falls off the pile onto the floor . August stirs awake . He sees Lucius kneeling with the wood .Lucius nods .Lucius nods again and starts making a pile next to the hearth . Beat .Lucius turns . August has his eyes closed . Beat .August does n't reply . He is fast asleep in the chair . Lucius returns to the pile . He transfers the last of the firewood from his arms .Lucius turns to see August , eyes open this time , staring into the corner of the cabin .Lucius follows the elder 's gaze to the corner of the room where a WOODEN BLACK BOX , one foot by one foot , sits on a table all by itself . Lucius turns back to August .Lucius watches as August Nicholson 's eyes slowly close again.Beat . Lucius rises to his feet . He walks across the cabin to the door .Lucius looks back . August stares sleepily at him . August 's words are so soft , the crackle of the fire almost covers them .Lucius waits till August is asleep again . The young man 's green eyes stare quietly at the wilting man .CUT TO :

We are at the edge of the village . Yellow cloth flags are attached to the trees that create the natural border between the grassy slopes and the woods . The yellow flags and torch lit lamp curve into the distance as far as one can see . A fifteen-year old boy in overalls stands on a stump right at the edge of the grass . His back is to the woods . His arms outstretched at his sides . His body makes the form of the crucifix . He is trembling .A group of young men are huddled behind a rock ten feet down the slope and watch the fifteen-year old on the stump . CHRISTOP CRANE is a thin , tall , very neatly combed young man .The young men fight each other for best view .The fifteen-year old 's eyes are filling with water . He 's straining to hold up his arms . WE ARE IN THE DARKNESS OF THE WOODS , WE ARE BEHIND THE BOY , WE SEE THE SILHOUETTE OF HIS SLIGHT FIGURE STANDING ON THE TREE STUMP . The boy makes a noise -– a slight whimper . A NOISE IS HEARD FROM THE WOODS . The boy stiffens . He whispers out to the boys behind the rock .Christop pops his head out .A BRANCH SNAPS IN THE WOODS . The fifteen-year old 's eyes flick up . All the heads from behind the rock peek out . The boy LISTENS desperately . He wants to look behind , but he does n't . THERE ARE NOISES IN THE WOODS . THE SOUND OF LEAVES BEING CRUNCHED . The boy begins to shake . A LARGE BRANCH SNAPS . The fifteen-year old lets out a SMALL SQUEAL as he lowers his arms and jumps from the stump . He starts running . He runs past the young men in hiding behind the rock . As he does , they start running too . Everyone evacuates in a hurry . They all start racing down the slope back to the FIRE LIGHTS FLICKERING in the distance from the village .CUT TO :

They made a sound when I made a sound. They mimic before they attack.

That's a wives tale. It is n't true. Do not falter... A few moments more.

The gang of young men , are moving at a fast walk through the courtyard , trying to catch their breath . The fifteen-year old walks in the center receiving various pats on the back . His face is still ashen . The group walks by a contemplative Lucius . He does n't look up as they pass in a flurry of youthful conversation . Lucius moves silently in the opposite direction , the weight on his shoulders , almost visible .CUT TO :

The mentally handicapped young man we saw clapping at the supper table is wrestling in the dirt with two young men who try to restrain him . He is strong and quick . The two young men end up in the dirt over and over as the mentally handicapped young man slips them and throws them down . The children watch the dust and dirt kick up as the three continue scuffling .CUT TO :

A trail of dark blood runs down the forehead of a hysterical child . Kitty gently escorts him off the playground . They pass Ivy seated on a bench that overlooks the back of the schoolyard . Kitty speaks over her shoulder as she climbs the steps into the school building .Ivy nods . Kitty and JOSEPH disappear into the school building . Ivy takes hold of the wooden cane lying next to her . She rises from the bench . She moves towards the NOISE OF THE PLAYGROUND . The wooden cane moves deftly back and forth in front of her . Her STRIKING BLIND EYES focus on nothing .CUT TO :

The wrestling has gotten fierce . NOAH PERCY is almost pinned when he suddenly throws them and frees himself . The two young men immediately go for his legs .Noah stops and stares at Ivy . The two young men on the ground stop . They realize they are holding each other 's leg . Noah stands as the two young men lie on the ground . Noah smiles sweetly at Ivy .CUT TO :

A heavy lock is undone . The tall wooden door swings open . We look into a small cabin . It has only one room . It has a wooden chair in the center . A few potato sacks have been piled in the corner . The room is dusty . Ivy and Noah stand and look in . Noah holds her arm .This makes Ivy laugh . Noah laughs too .Ivy puts out her hand to shake .Noah shakes hands , up and down big , like the elders do . Ivy taps her cheek . Noah leans down , for he stands a good six inches taller than her , and kisses softly once .Noah is beaming . Ivy closes the door to the quiet room .Noah looks back . Ivy takes off . She 's a good ten feet down the path before he turns to see her not there .CUT TO :

Noah is bigger , stronger and faster , but he has a hard time catching the blind young woman running ahead of him . She moves effortlessly . She does not use her stick . She knows every step of these hills . She taps a tree as she runs by . She is laughing as she runs . Noah passes her just as they finish . They both are out of breath as they reach the rock formation . One rock juts out at the base of an enormous wall of rock buried into the side of the hill . There is shade here . This is Resting Rock . There is someone sitting there when they arrive . Noah goes right over and sits with him . Ivy sits and catches her breath before looking in their direction .Lucius stops eating the biscuit he has wrapped in his handkerchief for his lunch break . Beat .Lucius stares at the striking girl with the sweaty face and messed hair .Lucius gazes quietly at Ivy as if she was a sorcerer . Noah just smiles . Beat .Lucius fights a smile . Noah runs off after some nearby birds . Ivy smoothes her wrinkled , dusty frock . It is an uncharacteristic nervous gesture .Lucius ' smile melts away .Lucius is about to say something when Noah comes back . Noah sits down between them . Lucius turns his piercing eyes back to his biscuit . Noah reaches into his pocket . He clutches something in his hand . He puts it into Ivy 's lap .She feels it in her hands .Lucius glances over . He goes still . Beat .Ivy 's face changes as she holds the RED FLOWER .She holds it out to a saddened Noah . Her hand is trembling slightly . He takes it back after a moment .Lucius gazes at the flower in Noah 's hand .Beat . Ivy 's head turns a quarter turn towards Lucius .Lucius and Noah look at each other . Beat .CUT TO :

Ivy 's fingers trace along Noah 's arm . She finds his hand . She moves over his finger that is pointing . She turns and faces that direction . Beat .Noah nods .Ivy , Noah , and Lucius stand at the top of the hill and stare . Beat . Lucius turns and starts walking down the hill .CUT TO :

Lucius ' green eyes look up from his paper .Lucius stares at the group of elders seated on the wooden chairs before him . Alice watches her son lower the paper at his side . He just stands there . Beat .Lucius eyes drift down . He tilts the paper slightly as he tries to read the words at a steep angle at his side .Edward smiles .Lucius brings the paper back up .Edward Walker sits up just a bit at the sound of his daughter 's name .Lucius looks up . He does n't look down when he says the next six words .Lucius returns his eyes to the paper .Beat .Lucius slowly lowers his paper . He exhales very slowly . The elders just stare .CUT TO :

Noah makes monster sounds . He holds his hands up like claws as he slowly chases the pack of laughing and screaming children around the playground . The group of elders have gathered at the edge of the schoolyard . They watch Noah carefully as he runs around with the other children . Noah bares his teeth and growls as he catches one of the laughing ten-year-old boys in the pack . Noah picks him up and throws him to the ground hard . The child starts crying .Noah stops acting like a monster . He runs and hides behind the other children . The elders watch as the teacher pull Noah off the schoolyard . Noah is throwing a slight tantrum as he is led to his punishment .CUT TO :

Alice Hunt sits at her small table . Hands folded on her lap .Lucius sits across from her . His eyes flicker from the lamp light on the shelf .Lucius is shaking .Alice is sincerely unsettled by the sight of her son on the verge of yelling .Alice lowers her eyes . Beat . She speaks in a softer voice .Alice 's eyes lock on his .Lucius stands from the table . He moves across the small room .Lucius points to the black box seated in the corner of the room on a small table . It is identical to the one we saw in August Nicholson 's house .Alice looks ready to rise from her chair to stop him . Lucius does n't move . Beat . Alice visibly composes herself . Her hands return to her lap .Alice stares quietly at the stranger before her .Alice instantly rises from the table and moves into her room with great dignity .Lucius does n't even understand what he said . Alice walks back out of her room .Lucius is flustered . He gathers his thoughts and looks to his mother . Beat .Alice gazes upon her son .Alice moves back to the chair she started in . Lucius takes his seat across from her . Beat . Alice cleans some dust off the table as she speaks .Beat . Lucius thinks of other things as he says the words .Alice shakes her head , `` No '' to herself . They both sit at the table plowing through their own thoughts . CANDLELIGHT flickers on this painting of a mother and son at a wooden table .CUT TO :

We are at the edge , where the grass ends and the woods begin . On every tree that touches the grass is a yellow slash of paint . Every fourth tree holds a flag of the same color . Two young men replace a broken flag . They both wear hooded cloaks that touch the ground . The cloaks are a mustard-yellow . The young man , who has been boosted up , loses his balance . He quickly grabs a branch and steadiest himself . He looks down to his partner . They share a tension filled look as they glance into the forest . They work as if they are on a tight wire . A third young man in a mustard yellow cloak passes them . Lucius carries a wooden bucket of yellow paint . He nods to them as he passes . Lucius walks along the perimeter of trees . He stops a handful of trees down the line . The paint on this tree is fading . Lucius dips the handmade brush into the bucket and puts another coat on the tree . He picks up his bucket and continues on . He glances over his shoulder as the figures of the two young men get smaller and smaller . Lucius keeps walking . He passes the large tree stump . Now he slows to a stop again . He looks to the woods ... Seventy five paces away from where he stands , nestled between two thin trees , is A BUSH BLOOMING WITH RED FLOWERS . He looks down the line of trees to the two young men ; they move along the perimeter and slowly move out of sight . Lucius steps to the edge of the grass . His shoes are inches away from the dirt of the forest floor . In the dirt , clearly visible to the eye , are groups of LARGE CLAWED FOOTPRINTS . The indentations from the claw points dig deep into the soil . Lucius does not acknowledge any of this . He stares quietly into the woods , lowers his bucket to the ground . Beat .HE STEPS OVER THE FORBIDDEN LINE INTO COVINGTON WOODS .Lucius takes the last few steps to the bush . He reaches into it and snaps off a branch . He straightens up . And then for the first time we sense him pausing . He turns and looks slowly over his shoulder . THERE IS SUDDEN MOVEMENT . LEAVES AND BRANCHES SNAP AS WE SEE , FIFTY FEET AWAY , THE DARK FORM OF A HUMPED CREATURE , STANDING UPRIGHT . IT SUDDENLY MOVES . WE SEE IT STRIDE AWAY INTO THE DENSENESS OF THE WOODS . Lucius turns and starts walking . Branch in hand , he moves at a calm even pace as he heads back to the bucket with yellow paint .CUT TO :

Lucius moves along a walking path . He passes by a LAMP LIGHT . He gets pulled from the strong current of his thoughts by the rattling of a bush . He sees someone crawling around in the foliage .Lucius watches as Ivy Walker crawls out and stands . She looks in Lucius ' direction .Ivy runs her hands over her frock . Dirt and leaves fall off .Lucius stares at Ivy who has dirt and leaves in her hair . She bends down and picks up her cane .Lucius nods .Ivy smiles .There is an awkward moment .CUT TO :

Ivy and Lucius arrive in silence to the back porch of the Walker cabin . In the LAMP LIT windows we see Kitty and her younger sister talking .Ivy climbs the stairs and stops .Beat .Beat .Beat . This affects Ivy .Lucius nods . Ivy climbs a few more steps and stops . She turns .Lucius looks a little confused .Lucius raises his eyebrows .Lucius stares at the striking blind girl who stands in the shadows with a mischievous smile .Ivy turns and walks into the house . We see through the open back door as Noah leaps out from behind a water basin and scares her . Ivy starts chasing the tall boy around the room playfully .CUT TO :

Finton Coin sits huddled in the corner of the tower perch . His knees are tucked into his chest . There is an oil lamp on the floor by his side . The oil lamp moves as the tower creaks . Finton sits up . THE LAMP LIGHT ON FINTON 'S TENSE FACE FLICKERS AND THEN RETURNS .SILENCE . Finton crawls over to the trap door in the floor . He listens a moment before reaching for the rope handle . He pulls back the wooden door slowly . Finton looks down the ladder that drops twenty feet away to the ground . The thick legs of the tower can also be seen .SOMETHING PASSES UNDERNEATH . IT IS DARK IN FORM AND MOVES DEVILISHLY QUICK INTO THE SHADOWS . All the air leaves Finton Coin 's lungs . Finton shuts the trap door quietly . He moves the wooden bolt into the lock position . All his movements are slow and trancelike . Finton places his hands on the railing and pulls himself up . He steadies himself on his feet . And then peers over the railing .CUT TO :

People of the village move normally through the courtyard . AND THEN THE WARNING BELL SOUNDS IN THE DISTANCE . IT IS VERY DIFFERENT THAN THE PRACTICE BELL IN THE YARD . ITS SOUND IS DEEPER MORE POWERFUL AND RESONANT . ITS SHORT REPEATED RINGING ECHOES THROUGH THE AIR . Everyone in the courtyard suddenly freezes and then starts running . Everyone except Lucius . He turns and looks over his shoulder towards the direction of the tower .CUT TO :

Kitty and Ivy look up as they dress their little sisters for bed . THE DISTANT REPEATED SOUND OF THE WARNING BELL silences all the chatter . Beat . Kitty turns to Ivy .Kitty scoops her little sisters off their bed and moves directly towards the trapdoor in the back of the cabin .CUT TO :

Lucius ushers a group of people into a cabin . He closes the door and shuts them in . He moves quickly across the path to a woman who tries desperately to close the shutters on her cabin . The shutters stick on their rusty hinges . Lucius comes over and closes it shut . He turns as a SHADOW PASSES OVER HIM . Lucius ducks into the darkness by the side of the cabin . There is movement all around him . HE WATCHES AS A CREATURE MOVES SLOWLY TOWARDS THE FRONT DOOR OF THE CABIN . Lucius steps back farther into the shadows . He presses his back against the side of the cabin and loses sight of the creature .CUT TO :

Noah jumps up and down , agitated and excited . Kitty tugs at his arm as she pulls him towards the trap door . She looks across the cabin and sees Ivy standing in the open front door .Ivy looks out in the direction of the STRANGE SOUNDS .Kitty leads Noah down into the crawl space where the two younger sisters wait frightened and silent .Ivy turns and looks back at her sister , strain and strength on her face .Kitty walks down into the underground room with Noah and the children . Only her head can be seen as she watches her little sister , across the cabin stand in the doorway to the outside . Ivy puts out her hand through the open doorway . She holds it out to the darkness . THE WARNING BELL RINGS OVER AND OVER IN THE DISTANCE . STRANGE SOUNDS CAN BE HEARD THROUGH THE WALLS IN THE BACK OF THE CABIN . Kitty listens to them , tears fill her eyes . Her head turns back to Ivy and screams across the cabin floor .OUTSIDE :THERE ARE SHADOWS ALL AROUND THE WALKER CABIN . A HUMPED CREATURE EMERGES FROM THE DARKNESS . IT STARTS RUSHING TOWARDS THE PORCH . Ivy holds her hand out as she stares blankly into the darkness outside . Tears stream down her face . She is terrified .THE LARGE DARKENED FIGURE OF THE CREATURE CLIMBS ONTO THE PORCH . A HAND GRABS IVY 'S HAND .SLOW-MOTION :Ivy turns as Lucius moves with her through the doorway . They close the door shut quickly and bolt it . Lucius and Ivy run together across the cabin . Lucius never lets go of her hand . They reach the open trapdoor . Lucius helps Ivy in and then follows her down . His arm spears out and grabs hold of the rope handle . The door shuts over their heads .CUT TO :

REAL TIME :Six individuals huddle together in the darkness . A TINY STREAM OF LIGHT FALLS ON THEIR FACES . SOUNDS OF SCRATCHING AND CLAWING CAN BE HEARD ON THE WALLS OF THE CABIN . THE DISTANT SOUND OF THE WARNING BELL IS MUFFLED IN THIS UNDERGROUND SPACE . Kitty holds her little sister tight . Noah claps his hands joyously in the small space he has to move . Lucius and Ivy are crouched together close to the stairs . Their faces are almost touching . They both stare up at the crack in the door and listen . They both breathe hard ; their breath falling on each other . Ivy 's face tilts slowly to her lap . Lucius ' hand is still holding hers .CUT TO :

A large number of men and women are crammed together in another underground room .THEY LISTEN AS NOISES AND GRUNTS MOVE AROUND THEM OVERHEAD .CUT TO :

A group of children are huddled together in the darkness of another underground room . The children 's hands cover their ears . They try to block out the SOUNDS STABBING AT THEM THROUGH THE CRACKS IN THE TRAP DOOR . We see their tiny bodies jerk with every sound . Their scared faces dissolve into the darkness .FADE TO BLACK : CUT TO :

A gentle breeze pushes leaves around in circles . There is no one in the courtyard . There is no one on the walking path . The front doors of the cabins ate closed . On each door are TWO RED SLASHES OF COLOR FORMING AN `` X '' . The crimson markings are seen throughout the empty village .CUT TO :

All members of the village , young and old , are gathered together . THE SOUND OF SOME CHILDREN WHIMPERING can be heard in the tense silence . Edward looks at the faces .Beat . Edward suddenly looks older . His childlike eyes flicker with emotion .August touches him on the shoulder in a brotherly way to stop him from speaking . August looks out over the congregation .A note is passed from the gathering . Vivian Percy is the closest of the elders and accepts it . She checks the front and back for an inscription . She looks out over the room of faces .The room of faces do not respond . Vivian opens it . Vivian turns to the elders at her side .They all nod . Vivian throws a quick look to Alice before turning back to the paper .Whispers fill the meeting hall . Alice closes her eyes . August looks down .Ivy sits in the crowd . She stares blankly at a point in space . There are nothing but murmurs for a moment . Edward Walker silently steps forward . The crowd moves aside as he walks through them . He moves to the back corner , where the crowd parts and reveals Lucius sitting against the wall . His eyes are red . Tears fall from his cheeks . Edward Walker kneels down in front of him .Walker 's face trembles with emotion as he stares at the young man . Edward Walker leans forward and whispers in the young man 's ear .Lucius looks up . The two men stare at each other . The crowd goes quiet around them . The overwhelming pride and emotion in Edward Walker 's eyes slowly start to change Lucius . He grows stronger with every second he gazes at his elder .DISSOLVE TO :

My mother is unaware that I wrote this note. She did not give her consent or consult me in any form.

I have brought this burden upon us. On the day before last, I crossed the forbidden line into Covington Woods and was witnessed there by Those We Do n't Speak Of.

I am deeply sorry. I have shamed myself and my family. I pray that my actions will cause no further pains.

Noah, you'll be late for the meeting hall. Would you like your father to walk you there?

Vivian Percy claps her hands .She stares at the quiet faces of the children .The children nod gently . They are ready .CUT TO :

It has been difficult to concentrate, I admit. The visit from Those We Do n't Speak Of three weeks past, are still with us... I know some of you are frightened still. This is why our job is so vital. We must lift everyone's spirits. Kitty Walker's wedding will be a glorious time. We will sing and dance and be merry again. Now let us be strong little souls and begin the song again from the very beginning.

A collection of fifteen men and women are constructing a wooden canopy . Noah Percy helps cut a rope that tethers one of the frames of the canopy to a statue in the ground . An elder holds the rope and points . Noah slices it . He laughs when the rope splits . He waves the knife in the air joyously . The elder quickly takes the knife away from him and smiles . Edward and Tabitha Walker guide the others as the two sides of the canopy-frame are brought up into their standing positions . They look up at the structure for their daughter 's wedding with wonder in their eyes . Beat . They are gathered by the others and begin tying garlands of flowers to the frame .CUT TO :

Lucius unwraps his biscuit from his handkerchief .Lucius looks up to find Ivy standing before him .Lucius does n't say a word .I say this as your friend , because friends may say anything to each other . Ivy lets out a breath .Ivy turns and walks away . Lucius ' green eyes watch her as her as he brings the biscuit to his mouth .CUT TO :

Edward Walker looks to Kitty at his side . Christop sits across from her . They are both dressed in white . Edward smiles t o them as he takes a seat . August stands . It is unexpected . Eyes watch him .Beat . August takes a seat . The table is covered in a feast of foods . Hands start reaching across the table . The business of a festive dinner begins .DISSOLVE TO :

The SOUND OF WOODEN FLUTES AND HAND MADE INSTRUMENTS CAN BE HEARD IN THE AIR . Two young girls in mustard yellow cloaks lead two young men in hooded cloaks . The girls walk procession-like with flowers in their hands , The two young men carry a wooden box with rope handles . The group stops ten feet from the border into the forest . The girls turn ceremonially together and wait for the young men to open the lid of the one-foot by one-foot square box . The girls then toss their flowers in the box and step aside . The young men raise the hoods of their cloaks over their heads . The lid is closed and the box is picked up by it 's handles again . The girls stay where they are as the young men carry the box right to the edge of the forest . There the lid is reopened . The two young men reach down and pull out the contents of the box . The flowers the girls threw in the box , trickle off the blood red surface of the LARGE SLAB OF MEAT . The two hoods turn and look into the forest . About five feet into the forest is a large flat rock . Its surface is stained dark from dried animal blood . The young men start swinging the meat to gain momentum . On the third swing , they throw the large slab of meat into the air and over the forbidden boundary . It makes a SOUND as it lands on the rock . The young men glance at the forest for a moment , and then turn and walk back to the girls . They turn and start walking in a procession back down the hill and towards the MUSIC .CUT TO :

A canopy of flowers and vines has been made on the grass next to the stream . Candles hung by string are tied throughout . A quartet of young musicians play on stools . Vivian Percy and the children sing next to them . Kitty is dressed in a beautiful simple white frock . Christop looks neat and handsome . They stand on either side of August Nicholson who holds a weathered book in his hands . He quietly quietly instructs the couple where to stand and what to do The some of the guests are seated in wooden chairs , some are seated in the grass . Ivy is seated on the grass nearby with an older woman with thick gray hair . We have seen this woman sitting with the elders many times . This is MRS. CLACK .Ivy turns to Mrs. Clack and smiles .Beat .Ivy can hear the change in Mrs. Clack 's voice .Mrs. Clack fixes her frock with her puffy hands . August Nicholson turns to the congregation . He calls out .Everyone in chairs and on the grass stands for the ceremony .CUT TO :

Your father created a miracle here in this place. Sheltered us from darkness.

My sister did not live past her twenty- third birthday. A group of men took her life in an alley by our home.

It is best to be direct at moments such as these. He has suffered a great deal. He is very weak. He may pass at any time.

Please give him all your prayers and good thoughts. He will hear them.

The MUSIC IS LIVELY . The musicians are up on their feet . People are dancing . Kitty and Christop stand side by side and greet each family of the village . They are presented handmade gifts wrapped intwine . Kitty is glowing as she accepts the wedding gifts . Ivy steps up and hugs her sister tight . Kitty hugs her back and lets go . Ivy keeps hugging . Kitty realizes Ivy is crying . Ivy kisses Kitty on the cheek and finally lets go . Kitty watch with confusion as her sister moves away .Kitty forces a smile and accepts the next gift .CUT TO :

Edward and Tabitha Walker greet the elders that swarm around them and congratulate them . Alice Hunt steps up and kisses Tabitha . She moves to Edward who finishes shaking a man 's hand .Alice puts out her hand .Edward smiles at her . Alice smiles gently back . She lowers her untouched hand back to her side . They both nod at each other . Alice steps away . She is flustered . She holds her hands nervously as she walks . Alice turns and glances back over her shoulder . Edward Walker is greeting Vivian Percy . HE SHAKES HER HAND as she congratulates him . Alice turns back and keeps walking . She looks around to see if anyone is watching her . Her face is bright red with embarrassment .CUT TO :

The swirl of dancing captures more and more people . Ivy stands to the side . Kitty 's hand reaches out from the dancers . Kitty takes hold of her sister and pulls her in . Ivy resists for a moment and then lets herself join the celebration .CUT TO :

Long deep shadows fall in the woods . The two young men in yellow hooded cloaks walk the final steps to the edge of the forest . They look to the flat stained rock in the woods . THE SLAB OF MEAT HAS BEEN REMOVED . A fresh stain sits where the raw meat used to be . The young men turn quietly and head back to the little girls . They lower their hoods . They nod their heads to the girls who then smile . The four start walking towards the music in two lines of two .CUT TO :

Lucius Hunt sits along the slope that leads to the wedding canopy . THE MUSIC AND LAUGHTER FLOAT THROUGH THE AIR . He looks down to the CANDLELIT GLOW of the flowered canopy . Almost everyone is dancing . SOMETHING MOVES IN THE DARKNESS BEHIND HIM . Lucius looks back over his shoulder . THERE IS A RUSTLE IN THE BUSHES ON THE SLOPE ABOVE HIM . Beat .A LOW GRUNT . WE SUDDENLY HEAR SOUNDS OF SCURRYING . Lucius rises to his feet immediately .CUT TO :

Ivy is in the thicket part of the dancing . Her hair has come loose from its upturned position . She laughs as she turns in circles with her sister and friends . THE FIRST SCREAM MIXES WITH THE LAUGHTER AND DISAPPEARS . The dancing goes on . THE SECOND SCREAM CAN BE HEARD MUCH MORE CLEARLY . Ivy is among the first few who stop dancing .CUT TO :

Lucius leans down and picks up an oil lamp that has been knocked to the ground . It is one of a few that have been strung along a walking path . Lucius looks to Covington Woods in the distance . THERE IS THE DISTANT SOUND OF BRANCHES SNAPPING . Lucius turns as the SOUND OF A SCREAM CUTS THROUGH THE MUSICAL DIN FROM BELOW . He stares down at the warm glow of the canopy . He can see everyone has stopped dancing . There is commotion . Lucius wheels in the direction of the tower . We see a young man in a yellow cloak standing sentry . We see him standing bored -– elbows on the edge of the railing . Lucius watches him for a moment , then turns back confused .CUT TO :

The dance floor is full of confusion . A few YELLS SPIKE THE AIR . Ivy is unintentionally bumped a few times as people start panicking . She is separated from her sister . Ivy puts her arms out . She tries to move out of the knot of people . PANICKED CONVERSATIONS GET LOUDER ALL AROUND HER . She is bumped two more times . She struggles to keep moving in the crowd . A HAND TAKES HOLD OF HERS . She feels Lucius leading her out of the congestion . She holds his hand tight as they move towards the entrance of the canopy .CUT TO :

Lucius and Ivy emerge amongst a group of elders that are gathered around two young boys . The boys are around ten years old . They are terrified . Everyone close at hand listens in hushed silence . Edward Walker is seated in a chair . The boys stand before him at eye level .The boys nod . They are both crying . Beat . Ivy moves next to her father . Edward takes her hand . Edward looks at the boys .Ivy gathers the boys close as Edward stands . He turns to the worried crowd around him .CUT TO :

A SNAKE OF HANDHELD LIGHTS MOVE SLOWLY towards the village . The members of the village move in a group led by elders . Lucius walks towards the front holding one of the lanterns . Kitty and Christop move in the middle and walk in tense silence . The procession moves towards the DIM LIGHTS OF THE CABINS .CUT TO :

The elders have already moved into the courtyard . They walk in stunned silence . Lucius and the young men are next to follow . When Kitty arrives her hands move to her mouth . Christop stops in front of her . THE COURTYARD BEFORE THEM IS LITTERED WITH DEAD ANIMALS . CHICKENS , AND SQUIRRELS AND RACCOONS . THEY HAVE ALL BEEN SLAUGHTERED AND SKINNED , THERE ARE A HANDFUL OF SKINNED ANIMALS DANGLING FROM ROPES TIED TO THE POSTS OF THE HOUSES . The villagers move like ghosts through their courtyard . Edward Walker moves amongst them . He walks up to one of the hung animals and with shaking hands , slowly unties the knot and lowers the animal to the ground . A young man walks up to Edward Walker , hesitates and then taps him on the shoulder . GERALD speaks in a whisper when Edward turns .Everyone is moving towards doorways . Christop is trying to pull a stunned Kitty through the chaos . Elders usher people towards the nearest porch . Lucius picks up two children in his arms and moves them to a doorway . Ivy follows a group of people into a cabin . Kitty stands in HER BEAUTIFUL WHITE WEDDING FROCK . Christop tugs at her arm . She finally is pulled across the littered courtyard and disappears into the darkness of a cabin .CUT TO :

Alice Hunt stands alone by the open entrance to the shed . Edward Walker approaches her . She steps away so he may look inside . Edward steps into the doorway of the shed . He stares quietly into the shadows of the food shed . Empty cages hang open throughout the structure . Alice speaks softly from outside .Edward 's eyes move to the doorjamb . He sees the fresh torn wood at eye level .Beat . Edward stares into the darkness of the shed .CUT TO :

There is no one in the wedding canopy . THE CANDLES HAVE ALL BUT FLICKERED OUT . A handful of chairs lay on their sides .CUT TO :

Two young men stand in the tower . One man eats leftover cake from a wooden plate . He cuts a piece off and hands it to his partner . They eat wedding cake as they stare into the darkened woods .CUT TO :

Ivy lies in bed . She is awake . THE MOONLIGHT STREAMS IN THROUGH THE HALF CLOSED WOODEN SHUTTERS . THERE IS THE SMALLEST OF NOISES OUTSIDE . Ivy gets out of bed . She moves to the window slowly . Her outstretched fingers reach the shutter first . She pushes the shutter open . She stares out into the darkness .CUT TO :

Ivy walks out with a shawl over her night dress . She moves to Lucius who sits on the stairs of the porch . He turns as she sits down next to him . Beat .Lucius nods silently . Beat .Beat . There is an awkward moment . Ivy searches for something to say .Lucius shakes his head lightly , `` No . ''Beat .Beat . The wind blows stronger . They see leaves move all around them .Lucius looks at her .Beat .Ivy is surprised by the strength in Lucius ' voice .Ivy sits in the moonlight . Tears stream down her cheeks . A hand reaches out and wipes a tear . This causes more tears to fall . Lucius Hunt leans forward and kisses Ivy Walker on the porch of her father 's home .CUT TO :

Ivy and Kitty sit on their old bed together . Ivy squeezes her sister 's hand .The two sisters sit quietly . Kitty moves the stray hairs from Ivy 's face .Ivy closes her eyes .The two sisters sit holding hands in the room they used to share .CUT TO :

A woman in her twenties stands before a committee of five elders .Beat . Alice nods .August Nicholson and the rest of the elders stare quietly at the woman . Beat .BEATRICE nods and starts out .The elders look up to find Beatrice still in the meeting hall .Alice is taken a little off guard .She glances to Edward and Tabitha who smile back . Alice turns to the woman .Alice gently looks down .CUT TO :

... I had been to the storage shed twice to fetch food prior to the wedding ceremony.

If there are Those We Do n't Speak Of in the woods, could there not be yet another creature, similar, but different to our own creatures.

It is amazing to witness which two people love chooses to unite. It follows no rules.

A line of villagers wait patiently outside the doors of the meeting hall cabin . Beatrice walks out and lets the next person in .CUT TO :

Lucius Hunt opens the front door to his cabin .Noah Percy stands in the doorway sobbing . Beat . Noah walks in . Lucius closes the door .Noah does n't answer . Beat . Lucius heads back to his desk . Lucius folds the piece of paper he was writing and places it in the drawer .Noah shakes his head . He move to Lucius .Lucius barely sees THE SHARP BLADE . NOAH AND LUCIUS STAND EYE TO EYE . BEAT . NOAH PULLS OUT THE BLADE FROM LUCIUS ' STOMACH . WE WATCH LUCIUS FOLD TO THE FLOOR OF HIS CABIN . NOAH , STILL CRYING , CHANGES THE GRIP ON HIS KNIFE AND BENDS DOWN OVER LUCIUS .CUT TO :

Vivian Percy is helping Robert with his vest . She gently straightens out his collar . They 've done this routine many times . THERE IS A NOISE FROM THE CABIN 'S ENTRANCE .Robert Percy places his eyeglasses on .CUT TO :

WE ARE MOVING THROUGH THE PERCY CABIN . THE MAIN SITTING ROOM IS EMPTY . WE SEE THE FRONT DOOR IS OPEN . WE MOVE TOWARDS IT . THERE IS A NOISE , A CREAKING THAT GROWS IN STRENGTH . WE MOVE TO THE FRONT DOOR AND THEN THROUGH IT . WE ARE ON THE PORCH . THE CREAKING SOUND IS VERY LOUD . WE TURN AND SEE NOAH SEATED IN A ROCKING CHAIR . HE ROCKS BACK AND FORTH CREAKING ON THE NOISY WOOD OF THE PORCH .HE TURNS AND LOOKS OVER WHEN HE FEELS HIS PARENTS PRESENCE .VIVIAN AND ROBERT PERCY STAND FROZEN LIKE A BAD PAINTING . NOAH POINTS AT HIS WET SHIRT .CUT TO :

The elders look away from the man who stands before them , They turn to the SOUNDS OF COMMOTION COMING FROM OUTSIDE THE MEETING HALL CABIN . The door opens , a short flustered man enters . THE NOISE AND GROWING COMMOTION SPILLS INTO THE MEETING HALL . A couple of the elders stand .Beat .CUT TO :

Ivy and Kitty step off their porch together . They make their way down the walking path . There is a GROWING SOUND OF VOICES ahead of them . Two people come rushing past .One of the girls stops and comes back . She speaks in a frantic whisper .HELEN runs off . Ivy 's face changes . Beat . Ivy lets go of her sister 's hand . She starts moving away .Ivy does not respond . Her walk becomes quicker and quicker . Kitty stares after her as her sister breaks into a run .CUT TO :

WE HEAR IVY COUNTING UNDER HER BREATH AS SHE RUNS .On the twentieth step she reaches the end of the path and makes the turn around a cabin into the courtyard . THERE IS A COMMOTION ALL AROUND HER . SHE HEARS KNOCKS AND DOORS OPENING AND CLOSING . ELDERS YELL OUT .Ivy runs past all the voices . She runs past all the frantic people and movement . THE SOUNDS OF COMMOTION ARE BEHIND HER . She crosses the entire courtyard , brushing people as she runs . She reaches the quiet part of the village ; the part not searched yet . Her feet hit the walking path stones similar to the ones near her house . She drops her walking stick and keeps going . She reaches a turn in the path and goes in the wrong direction before realizing and changing directions . She starts running again . Her hair comes flying out from its bindings .She comes to a quick stop and puts her hands out . She feels the wood of the front door of the Hunt cabin . She pushes it open .CUT TO :

She steps into the silent cabin .Ivy uses her hands to find the first piece of furniture . It 's a chair . She walks around it .Ivy moves slowly across the room , heading towards Lucius ' loft . Her foot HITS SOMETHING . SHE STOPS . She is now standing in the middle of the cabin . Ivy bends down and gropes with her hand . Her hand comes back dripping . Ivy kneels to the ground and searches with her hands for Lucius ' head . She finds his shoulders and pulls with all her strength to get him onto her lap . THERE ARE VOICES AND NOISE OUTSIDE . FOOTSTEPS ARE HEARD . A young man steps into the doorway . He is instantly stopped by what he sees . He quickly runs away . WE HEAR MANY FOOTSTEPS NOW . Edward Walker is the first one in the doorway . He begins shaking his head violently . Tears instantly fall over his anguished face . WE HEAR MORE FOOTSTEPS APPROACH . The area behind Walker gets filled with villagers . Edward Walker gathers himself for a moment . He speaks to those closest behind him .A handful of those in shock behind him , leave . Ivy Walker sits on the floor of the cabin with a bloodied lump of clothes and flesh in her arms . She looks in the direction of her father 's voice .CUT TO :

The entire congregation of the village waits outside the sick cabin . Everyone is silent . All watch the windows of the narrow cabin . A FLAG OF WHITE FLIES at half mast next to the cabin . Ivy walker listens TO THE SNAP OF THE WHITE FLAG . A door to the cabin opens . Mrs. Clack walks out and approaches the group . She glances at Ivy and then looks to the group .Some women in the group begin to cry . Parents hold their children a little tighter .Ivy concentrates on the SOUND OF THE FLAG . She listens to the RHYTHMIC SNAPS . Then slowly , her face begins to tremble . She finally begins to cry .CUT TO :

The heavy wooden door to the quiet room is being unlocked . Robert Percy turns from the door . His face ashen . He steps aside . Ivy moves to the door . She opens it . Next to the sacks of potatoes , in the corner of shades , Noa h Percy sits in the only chair in the room . He sits eerily straight up . When he sees who it is , he smiles . The CHAIR CREAKS AS HE STANDS . Ivy walks straight to THE SOUND . She reaches for his face . Finds it ... and CRACKS HIS FACE WITH A VIOLENT SLAP . Noah covers his face with his hands . She slaps him again and again . Her hands hitting his ears , his hands . She stands there hitting him . He stands there taking it . Robert Percy takes hold of her and gently pulls her off him . After a moment , she stops raising her hand . She lets herself be quietly taken form the room . The door is closed again . Locked again . FROM INSIDE THERE IS A SUDDEN BURST OF SCREAMS . IT DIES DOWN TO A WHIMPER .CUT TO :

One of the oldest of the elders , VICTOR , stands near the door to the sick cabin with Tabitha and Edward Walker . In the background we can see Alice Hunt sitting next to the only occupied cot . There are low sounds coming from the lump that is Lucius . The three elders in the doorway , speak in whispers .Beat . Edward turns to Victor .Victor shakes his head .Beat .Tabitha 's eyes move to her husband 's . Victor looks directly at Edward who stares back quietly . Beat .Beat . Edward 's eyes are tearing up .Tabitha and Victor stare in stunned silence . Beat .CUT TO :

There were six wounds inflicted. Five of the wounds are not life threatening. The sixth was made to the chest. When I listen to his breastplate, I can not hear airflow as I should. The sound is deadened. He is having greater and greater difficulty breathing.

Ivy Walker sits still in a rocker on the porch of her cabin . She does not look over as her father comes onto the porch and stands by her . Beat .CUT TO :

Edward and his daughter move along a walking path . Edward leads her off the path onto the grass . They continue walking .They stop walking .They stand next to a worn shed hidden in tall grass . Edward opens the lock on the small shed .CUT TO :

WE ARE IN THE DARKNESS OF A SHED . LIGHT POURS IN AS EDWARD OPENS THE DOOR . He steps in . He puts out his hand and helps Ivy inside .Beat . Ivy steps forward . Her hands go out -– searching . Her fingers reach into the shadows of the shed . She touches something . Her hand glides over the GLISTENING FUR . Her fingers graze the TEETH . IT MOVES . Ivy pulls back and stifles a scream with her own hands . Edward catches her .Edward holds her gently .WE SEE IN THE DARKNESS NOW . HANGING FROM WOODEN RAFTERS ARE NINE OR TEN SUITS OF FUR AND CLAWS . EACH ONE HAS A HUMP -- EACH HAS DARK AND LIFELESS EYES . THE COSTUMES CREAK AS THEY SWING SLIGHTLY ON THEIR HOOKS .CUT TO :

Ivy is seated in the grass with her back to the shed . Edward stands near her .Ivy nods as if she understands .Beat . Ivy 's face begins to tremble . Edward kneels down . Edward Walker reaches out and takes Ivy 's hand in his . He places a TINY FOLDED PAPER in her hand and closes her fingers over it .Ivy looks up . Edward holds his hands tight over his daughter 's closed fingers .Father and daughter are crying . They are leaning towards each other now . Their foreheads almost touching .CUT TO :

Edward Walker sits at the small table next to the stove . He waits outside the open door to Ivy 's bedroom . Through the doorway we see her packing a cloth bag . Her yellow cloak lies on the bed .CUT TO :

Ivy moves through the courtyard . Her walking stick moves steadily back and forth . Her cloth bag is stuffed and hangs against her back .CUT TO :

Ivy sits in her yellow cloak . Her hood is up over her head . She sits on the enormous rock embedded in the base of the hill . Her hand moves under her hood . She looks like she 's wiping tears , but we can not see her face . Ivy just sits there ... gathering strength . THERE IS A NOISE . She looks up . Two cloaked figures emerge from the path . They stand in silence across from her .CUT TO :

Alice sits in a chair to the side of Lucius ' bed . Lucius lies under the sheets asleep . His hair is damp . His face is white . His breathing is shallow and labored . THE SOUND OF THE DOOR TO THE CABIN OPENING AND CLOSING CAN BE HEARD . Edward walks into the cabin . He moves towards Alice and Lucius . They are the only three in the cabin . Beat .Alice looks up . Beat .Now Alice stands .Alice starts crying . Edward wants to touch her . He leans towards her .Alice looks at the man standing so close to her . She looks in his childlike eyes .They stand together , almost touching . They both are trembling . Beat . Edward gently nods and steps away . Alice slowly takes a seat next to her son . She holds her son 's hand tight .CUT TO :

Three cloaked figures move towards the line of trees at the start of the woods . The two large figures flank the smaller one . They all carry cloth bags on their back . There is a creek to their right . It travels from the woods into their valley . The three stop at the border . We see their faces under their hoods . Ivy Walker is in the center . To her one side , is Christop Crane . To her other side is Finton Coin . Ivy 's fingers run over the yellow slash of paint on the tree bark . She listens and hears the SNAPPING OF THE YELLOW FLAG ABOVE HER . YELLOW FLAGS SNAP IN THE DISTANCE ON THE EITHER SIDE OF HER . Finton glances to the soil and sees the claw marks in the dirt just in front of them . He looks over to Christop who has seen them too . Finton looks like he may faint on the spot . Ivy is the first to move . She holds out her stick and takes a step . Her foot presses into the dirt amongst the large clawed footprints . The others follow . Ivy steps into the woods . She makes it to her sixth step before Finton 's trembling hand touches her shoulder . She turns to him .Ivy turns and faces back the way she came . Christop stands on the other side of the border . He has not stepped into the woods with them .Christop stands crying at the forbidden line .Finton looks at Ivy wearing her yellow cloak . Her hood is up . He realizes the truth in what Christop is saying .Ivy stares in the direction of Christop 's voice . Her eyes are steeled .Christop wavers for a second . Beat . He is still crying as he backs away .Finton watches as Christop backs away . He turns and moves down the slope out of sight . Beat .Finton turns and finds Ivy walking into the woods . Her walking stick taps trees as she moves . Finton stands where he is . He lets her get ten feet away before running and catching up to her .CUT TO :

We look down from the branches of the trees . Below us is a bed of leaves and dirt . The leaves come to life and begin swirling in agitation . The wind moves through the trees like a presence . Down below , two specters in yellow move through the woods . Their hoods pulled tight over their scared faces .CUT TO :

The elders have gathered behind the sick cabin . They wait and watch as August Nicholson comes around the corner . He hurries over .Everyone turns to Edward . He gathers himself before he speaks .The elders are stunned . Mr. and Mrs. Percy stand like ghosts .August stares at Edward .Beat .Edward looks to August and smiles .Edward stares at Mrs. Clack .Beat . They all stand in silence .CUT TO :

You should not have made decisions without us. You have gone too far.

Two torches have been lit and fit atop two thick branches stuck into the ground . We hear the SIZZLE OF TINY RAIN DROPS AS THEY HIT THE FOREST FLOOR . Ivy and Finton tie a heavy cloth trap by its corners to nearby trees . They are racing the growing drizzle around them .CUT TO :

Finton and Ivy are seated with knees to their chests under the cloth tarp . THE OVERWHELMING SOUND OF A DOWN POUR ECHOES THROUGHOUT THE FOREST . Finton stares through the gray wall of pounding rain all around him . Everything is a blur . In the haziness of the world of trees around him , THERE IS A THING OF DARKNESS . Finton leans forward a bit as he stare more intently . Rain continues to cloud and obscure his view . THE THING OF DARKNESS FAR AWAY SEEMS TO FLICKER AND MOVE . Finton 's mouth opens a bit as he stares . THE THING OF DARKNESS SEEMS TO GET SMALLER AND THEN GETS WASHED AWAY BY THE RAIN . Finton waits and watches . There is nothing to be seen but the constant downfall of rain . Beat . Finton turns to Ivy . She remains huddled and quiet . Finton turns back to the rain and looks around nervously .CUT TO :

The rain has stopped . Finton stands with his bag over his shoulder . He peels away layers of soggy cloth from the torches .Finton turns and walks slowly over to Ivy who stands by the tent . Beat .Beat . Ivy continues to stand with her back to Finton .Ivy does not turn to face him . Beat .We see Ivy 's face . She is frightened .When she hears THE SOUND OF FINTON 'S FOOTSTEPS RUNNING AWAY , all she can do is close her eyes .CUT TO :

The forest has turned to shadows and black . There is a small figure huddled under the cloth tarp . She is huddled under her yellow cloak . Her hood is pulled low over her face . She lets only her tired eyes peek through . THE SOUND OF THOUSANDS UPON THOUSANDS OF CICADAS FILL THE AIR WITH THEIR HIGH PITCHED VIBRATO . THE SOUND SEEMS TO GET LOUDER AND LOUDER . UNNATURALLY LOUD . Ivy has to cover her ears . Her head bows and we lose sight of her eyes .CUT TO :

A slender hand is held out in the air . It slowly pivots till A PATCH OF SUN WASHES OVER ITS PALM . Ivy uses the heat from the sun to guide her direction . Ivy 's silhouette moves against the harsh slant of the morning sun . Her cane moves back and forth in front of her . Tap . She adjusts and moves around a tree . Her feet are stepping in mud . She keeps moving . Tap . She adjusts and continues forward . He left foot lands in deeper mud . She pulls it out and keeps going . Tap . She changes position and takes a step . THERE IS NO GROUND WHERE SHE STEPS . HER HANDS GO OUT AS SHE FALLS . SHE GRABS THE EARTH AS IT SLAMS INTO HER ARMS . SHE IS HANGING ON AN EDGE . SHE TRIES TO PULL HERSELF UP . THE GROUND IS ALL MUD -– SHE BEGINS TO SLIDE . SHE FLAILS AS SHE DISAPPEARS INTO THE HOLE IN THE FOREST . WE WATCH FROM ABOVE as she comes to a stop ten feet down the hole 's wall .CUT TO :

Ivy is in a hole about fifteen feet deep . At the bottom there are the SOUNDS OF WATER RUNNING OVER ROCKS . Her walking stick has wedged into the roots of some trees that are sticking out in this hole in the ground . Some loose rocks and dirt come free as Ivy finds her footing in the mud wall . The debris falls to the rock floor . Ivy catches her breath before pulling herself up .CUT TO :

We see her stick climb over the edge of the hole . Her hand is the next in view as it takes hold of some roots to drag herself out . She finds the base of a tree and moves to standing . Her fingers travel over an unusual CROOKED BRANCH of the tree . She ducks under it and steps away from the hole . She takes a couple heavy breaths ... and begins to laugh . It is a tired laugh as she whips her hands at her sides to get the thick mud off her fingers . She puts her hand to her cloak . It comes away full of mud ... She slowly stops smiling . Her other hand goes to the surface of her cloak . It comes away with slick mud . WE SEE IVY NOW , FULL FIGURE . HER CLOAK AND HOOD IS COATED IN MUD . HARDLY ANY OF THE SAFE COLOR YELLOW CAN BE SEEN . Ivy starts wiping the mud from her cloak . Her movements are even at first and then become more desperate as her hands just slide over the slick mud . We watch her in SILHOUETTE frantically trying to wipe off the mud .CUT TO :

The mud caked figure of Ivy moves through the forest . Her walking cane swings back and forth . Tap . Crack . Ivy stops walking . She runs her hand over the cane and finds it fractured three-quarters of the way down . Her fingers tremble over the crack . She takes hold of each end and checks its strength . THE CANE SNAPS . THE SOUND ECHOES THROUGH THE AIR . A moment later , WE HEAR ANOTHER SNAP SOMEWHERE FAR AWAY . Ivy turns . Beat . She remains still under her hood . We watch as she slowly lowers to the ground . Her hand reaches out to the ground . Her fingers search the leaves . After a moment , her hand finds a rock . She hesitates , and then throws the rock as far as she can . It lands with a CRUNCH IN A BED OF LEAVES . Ivy stays crouched and listens . THE WIND RUSTLES . Beat . AND THEN WE HEAR IT -- THE IDENTICAL SOUND OF A ROCK LANDING IN A BED OF LEAVES SOMEWHERE BEHIND HER . Ivy rises in terror . Her hood slips off her head as she starts to move . Her hands go out in front of her as she begins to run . Branches slap at her arms and face . Her hand slams into a tree , she SCREAMS IN PAIN . She tries not to stop , she moves around it and keeps running . Another tree catches her shoulder . She spins and almost falls to the ground . She clutches her shoulder as she gathers her balance . She keeps running . She holds her hand up as she runs through a collection of small branches . They shatter against her forearm . She does not stop . Ivy 's hands start waving in front of her like her walking stick . She is running as fast as she can . SHE PASSES INCHES FROM A LARGE TREE THAT WOULD HAVE CRUSHED HER . She keeps running . The branches stop striking her arms . She is racing through a slight clearing . She is out of breath . She slows and stumbles to an exhausted stop . She breathes slowly and looks around , listening in all directions . WE PULL BACK AND SEE SHE IS STANDING ALONG A HILLSIDE COVERED IN RED FLOWERS . THE BAD COLOR BLANKETS THE GROUND ALL AROUND HER . Beat . AS HER BREATHING BECOMES SOFTER AND MORE NORMAL ANOTHER SOUND CAN BE HEARD . IT IS ALSO BREATHING , BUT IT IS MORE ANIMAL IN NATURE -– STRONG SNORTING SOUNDS -– HORSE LIKE . Ivy turns slowly in a circle till she finds the direction of the SLOW ANIMAL SNORTING . Beat . STANDING FORTY FEET AWAY FROM HER IS THE LARGE DARK UPRIGHT FIGURE OF A HUMPED CREATURE . IT STANDS WITH ITS BACK TO IVY . THIS CREATURE IS LARGER AND HAIRIER THEN THE COSTUMES THE ELDERS HAD . THE CREATURE ROCKS A BIT SIDE TO SIDE LIKE ITS AGITATED . Ivy moves ultra-slow . She begins backing up . She makes it a few feet before bumping up against the thick trunk of a tree . THE CREATURE REMAINS WHERE IT IS , WITH ITS BACK TO US , ROCKING BACK AND FORTH . Ivy edges around the trunk of the tree . She moves around it till she is hidden . WE LOSE SIGHT OF THE CREATURE FORTY FEET AWAY . Ivy has her back to the bark . Her chest rises and falls with her panicked breaths . She listens . WE CAN NOT HEAR THE ANIMAL BREATHING . Beat . Ivy leans back around the tree slowly . WE SEE FORTY FEET AWAY , THE CREATURE IS NO LONGER THERE . WE SUDDENLY HEAR A VERY LOUD ANIMAL SNORT . Ivy jerks back . Ivy 's face tilts down . WE SEE AT THE BASE OF THE TREE , AN ENORMOUS MOUND OF FUR . THE MOUND SHAKES AS IT BREATHES OUT LOUDLY . THE CREATURE LIES ON THE OTHER SIDE OF THE TREE . Ivy begins the longest walk of her life . Her striking face remains quiet with exhaustion and fear as she keeps moving . The tree in the background behind her gets smaller and smaller . She gets a hundred feet away before we HEAR THE ANIMAL GROWL LOW AND MENACING . Ivy stops . She has to turn and face the sound . THE CREATURE IS NOW STANDING NEXT TO THE TREE . WE BARELY SEE ITS DULL LIFELESS EYES UNDER ITS FUR . There the two face each other across a hundred feet of woods . There is a terrible stillness ; the kind of stillness people often feel before something awful is about to happen . Suddenly the creature starts moving in long and fast strides towards Ivy . Ivy reacts too slow to the ON COMING SOUND . She turns and begins running ... THE ANGRY ANIMAL SOUNDS GAIN ON HER ... SHE SCREAMS ... THE FIRST BLOW IS FAST AND SUDDEN . ALL WE SEE IS FUR AND CLAWS . IVY IS KNOCKED TO THE GROUND VIOLENTLY . THE CREATURE CONTINUES PAST HER MOVING INTO THE WOODS . WE SEE IT START TO TURN BACK ABOUT FIFTY FEET AWAY -– LIKE A BULL IN A BULL FIGHT . Ivy get ups . She has a set of fresh cuts along the side of her neck . Ivy turns and runs into the thickest part of the forest .CUT TO :

Her hands go out again as branches and trees close in around her . She fights her way through . HER OWN BREATHING , AND THE BREAKING OF BRANCHES AND THE CRUSH OF LEAVES FILL HER EARS AS SHE RUNS . A tangle of branches from a clump of trees slows her . She slaps and strikes at the branches . They snap and break off . She runs untill she can run no more . She slows out of pure exhastion . She comes to a stop . Her hands hold onto a thick branch in front of her as she rests . THERE ARE NOISES BEHIND HER . She is too tired to move . Her hands tremble on the branch . THE NOISES GET LOUDER . Her fingers slide over the CROOKED BRANCH . Her fingers stop with recognition . They go back over the crooked bend in the branch . WE HEAR LOUD MOVEMENT -- GALLOPING IN THE DRY LEAVES . BRANCHES SNAP QUICKLY BEHIND HER . Ivy steps around the branch . Beat . Ivy closes her eyes ... THE CREATURE STRIDES TOWARDS HER ... Ivy raises her arms at her sides . Her body makes the form of the crucifix . She stands steady as THE SOUNDS OF THE CREATURE RUSH TOWARDS HER ... She holds . THE CREATURE IS SUDDENLY UPON HER ... At the last possible second , she moves . It is fast and unexpected . HER FEET SLIDE ON THE MUDDY EDGE AS SHE DIVES QUICKLY TO THE SIDE ... THE CREATURE 'S CLAWS JUST GRAZE HER MUDDIED ROBE AS IT DROPS INTO THE HOLE IN THE WOODS .CUT TO :

The door to quiet room is unlocked . Robert and Vivian Percy open the door . They hold food in a wooden plate in their hands .They step into the musty room . Their eyes go to the center of the room 's floor . A handful of floorboards have been pulled up . In the hole beneath the floor boards THERE ARE CHICKEN FEATHERS AND BITS OF ANIMAL FUR . A PATCH WHERE TWO FUR PIECES HAVE BEEN KNITTED TOGETHER LIES ON THE WOODEN FLOOR BY THE OVERTURNED FLOOR BOARDS . Vivian Percy drops the plate of food . In the back of the quiet room , the potato sacks have been pushed aside . Where they sat against the wall is an opening three feet in width and height . HARSH SUNLIGHT POURS IN THROUGH THE OPENING .CUT TO :

The creature lies utterly still . WE SEE THE CREATURE 'S FUR IS RAGGED AND MADE UP OF DOZEN AND DOZENS OF ANIMAL FURS PATCHED TOGETHER . THE CHICKEN FEATHERS THAT HAVE FILLED IT 'S HUMP HAVE SPILLED OUT OVER THE VIOLENTLY SHAPED ROCKS THAT THE CREATURE IS LAYING ON . ITS HEAD LAY HALF ON AND HALF OFF . Noah Percy is bloodied and crying . A surge of pain makes his face a tight knot of strain . He gasps as his boyish eyes dart around in panic . He wants to scream . He ca n't . A wave of pain crushes his face again and then slowly relaxes . He makes small whimpering sound . Tears fall down his cheeks . He does not make another sound . His eyes stare forever frozen in a moment of a young boy 's shock . WE SEE THE SILHOUETTED FIGURE OF IVY STANDING ON THE EDGE OF HOLE LOOKING DOWN . SHE IS LIKE A GOTHIC HOODED FIGURE against the bright sky .CUT TO :

Ivy listens for noises below . None comes . She backs away form the edge . She turns and shakily moves through the tangle of branches . Her hands find the crooked branch . She feels its strength and then takes hold of it . She pulls and tugs at it until she feels it crack . She pulls down with all her weight and the thick branch snaps off .CUT TO :

Ivy 's new walking stick moves back and forth in front of her . TAP . It hits a tree , she moves around it . The wind starts to blow hard . Leaves start to swirl around her . THEN SHE HEARS THE FIRST WAIL FROM THE WOODS . Her stick stops moving . THE WAIL IS LIKE A SCREAM AND IT IS NOT HUMAN . THE FIRST WAIL IS JOINED BY ANOTHER AND THEN ANOTHER . THE SCREAMS AND WAILS COME FROM ALL DIRECTIONS . THE SOUND IS OVERWHELMING . Ivy drops her stick and covers her ears . WE SEE WHAT SHE CAN NOT ... THE TREES IN THESE WOODS HAVE HOLES THROUGH THE CENTERS OF THEM . WE WATCH AS WIND TRAVELS THROUGH THESE HOLES AND CAUSES A SOUND ... A SCREAM .Beat . THE SCREAMS CONTINUE FORM THE WOODS AS THE LEAVES KEEP SWIRLING . Ivy 's hands lower from her ears . WE HEAR NON-HUMAN SCREAMS FROM FAR OFF IN THE WOODS . Ivy reaches down and finds the branch she was using as a walking stick . She rises to her feet defiantly .THE SCREAMS AND WAILS SEEM TO MOVE AND SWARM AROUND HER . She takes her first step . She is trembling but finds strength to take a second . Her stick starts moving back and forth as her steps turn into a walk and her walk turns into a run .CUT TO :

Lucius Hunt struggles hard to breathe . Alice Walker keeps a steady watch over her son . Edward Walker steps next to her chair . He watches Lucius fighting to live .Alice turns in Edward 's direction .Edward nods . He moves towards the entrance to the sick cabin . His wife Tabitha waits for him there . He opens the door and he and Tabitha exit together .CUT TO :

Ivy 's stick moves back and forth through high weeds . She holds her palm out and continues to check the location of the sun . Suddenly , the weeds are gone . The stick moves back and forth unimpeded . THERE IS A CRUNCH UNDER HER FEET . Ivy stops . She taps her stick to the ground and HEARS THE SMALL TICKS OF STONES . Ivy instantly becomes agitated and excited . She starts moving forward , her STEPS CRUNCHING UNDERNEATH HER . She moves until she feels her stick hitting weeds again . She knows the width of the GRAVEL ROAD she is on . She turns around and counts her steps back to the centre . She holds her hand up and searches for a patch of sun . She finds it . She turns and faces her body east . Ivy is breathing heavy form excitement . She starts forward . With each step there is a CRUNCH . THE CRUNCHES START TO GET CLOSER TOGETHER AS IVY STARTS PICKING UP HER PACE . Ivy removes the cloth bag from her shoulder . She lets it drop to the gravel and dirt as she walks . She starts walking faster . Ivy starts tugging at her mud caked cloak . She juggles her walking stick as she pulls the dirty cloth over her head . She slips her arms out of the tangled cloth and drops the crumpled cloak to the gravel and dirt floor . Ivy starts running .CUT TO :

Edward Walker and Tabitha are standing in their cabin . They are holding hands . The cabin is silent . There is no one else there . Edward gently lets go of his wife 's hand and moves to the corner of the cabin . Tabitha 's eyes follow her husband . She turns and walks to the front door and closes it . We watch her put the wooden plank in place to lock it .CUT TO :

Ivy runs on the hidden dirt and gravel road . Her stick waves low and in front of her . THERE IS A SUDDEN THUD AS THE STICK HITS A PACK OF FOLIAGE . Ivy comes to a quick stop with her hands out . Both hands get swallowed into greenery . Ivy feels around with her hands . There is A WALL OF VINES AND WEEDS IN FRONT OF HER . Ivy moves to her side and finds the wall of foliage continues into the woods . Ivy stops and puts down her walking stick . She reaches up and searches for something to hold . She wedges her foot into a clump of knotted weeds and pulls herself up onto the wall of green .CUT TO :

Edward Walker turns the key of the BLACK BOX . He lifts the lid into its standing position . Tabitha stands at his side . Edward reaches into the darkness of the box . There is some folding clothing . His hands push aside the first layers and take hold of a heavy cloth . He pulls it out . We see its blue unfold as he raises it . Dusts dances off of it and swirls in the air . Tabitha takes a slow breath . Edward Walker stares at it with his sad childlike eyes .

WE ARE LOOKING THROUGH A TRUCK 'S WINDSHIELD . WE SEE A DASHBOARD WITH A STYROFOAM CUP . WE SEE A HAND HOLDING A STEERING WHEEL . WE ARE MOVING ALONG A HIGHWAY lined on one side by forest . A ten-foot mesh fence covered over with vines and weeds borders the forest . In the distance there is a SPOT OF WHITE climbing down the weed-covered fence . WE ARE MOVING FAST . THE SPOT GETS LARGER . THE WHITE SPOT turns into a figure dressed in white , which lands in the weeds at the side of the highway . WE ARE MOVING ALONG SIDE IT . THE FIGURE IN WHITE IS A GIRL . SHE STEPS OUT IN FRONT OF THE TRUCK . THE DELIVERY TRUCK SWERVES TO AVOID HER ; IT SWERVES INTO THE ONCOMING LANE AND LOSES CONTROL . THE TRUCK ARCS IN THE ROAD ; THE SCREAM OF BRAKES SHATTERS THE AIR . The truck comes to a stop in the middle of the highway . We hear a SNAP as the truck door opens . THE TRUCK DRIVER gets out . He looks frustrated and walks to the girl who stands in the middle of the highway .The striking looking girl stands with her hands at her ears .The girl slowly lowers her hands . She stares in his direction .Beat .The young truck driver looks at the white girl 's old-fashioned clothing for the first time .Beat .The girl holds out her hand . There is a dirty paper folded in it . The driver steps forward and takes the paper . He unfolds it . Beat .The girl suddenly has tears in her eyes . Beat . She nods , `` yes . ''CUT TO :

I have two or three syringes in my first aid kit. You can have them if you want.

The same large delivery truck sits at a small country gas station by the side of the highway . The truck driver finishes filling the tank and walks to the tiny wood shingled building that serves as the gas station . There is a bench outside the door to the shingled building . AN OLD WOMAN AND AN OLD MAN are seated there . They are weathered and fairly unpleasant to look at . They are wearing multiple coats each . Their bodies have kind of melted into the bench from years of sitting there . The truck driver steps up .He pulls the cash out of his wallet and hands it over .The truck driver points across the highway to the ten-foot fence covered in ivy and weeds that lines the road .Beat . The young driver stands thinking .The three of them stare at each other . The truck driver look like he 's going to say something . An eternal beat .The young truck driver nods and heads back to his delivery truck . The old man turns to his wife .The old woman laughs a phlegmy , hard laugh that shakes the bench . The truck driver gets into the cab of his truck . He sees through his window the old couple laughing in the bench . He shakes his head .HE TURNS THE IGNITION ON and pulls away form the country gas station . WE SEE his truck on the highway as it rides along the ten- foot fence that marks the preserve . The weed-covered wall goes on for as long as the eye can see . It stretches out till it disappears into the horizon , like some painting in a children 's book .FADE TO BLACK :THE END

No one. It's for animals. Seventy- two thousand acres of woods. No one's loud to step foot in there. They got it fixed so planes ai n't even allowed over it.

Walker family owns it. But they ai n't none of them left. The youngest son, a history professor disappeared some twenty-five years ago. They got some estate watching over it now.

Heavy grey skies hang over a flooded field , the water two feet deep . Cannons and carts , half-submerged and tilted , their wheels trapped in the mud below the surface , are still yoked to dead and dying horses and oxen . A terrible battle is taking place ; two infantry companies , Negro Union soldiers and white Confederate soldiers , knee- deep in the water , staggering because of the mud beneath , fight each other hand-to-hand , with rifles , bayonets , pistols , knives and fists . There 's no discipline or strategy , nothing depersonalized : it 's mayhem and each side intensely hates the other . Both have resolved to take no prisoners .

Some of us was in the Second Kansas Colored. We fought the rebs at Jenkins' Ferry last April, just after they'd killed every Negro soldier they captured at Poison Springs.

So at Jenkins' Ferry, we decided war n't taking no reb prisoners. And we did n't leave a one of ` em alive. The ones of us that did n't die that day, we joined up with the 116th U.S. Colored, sir. From Camp Nelson Kentucky.

Rain and fog . Union Army companies are camped out across the grounds . Preparations are being made for the impending assault on the Confederate port of Wilmington , North Carolina . Two black soldiers stand before a bivouacked Negro unit : HAROLD GREEN , an infantryman in his late thirties , and IRA CLARK , a cavalryman in his early twenties . ABRAHAM LINCOLN sits on a bench facing Harold and Ira ; his stovepipe hat is at his side .He nods in the direction of his cavalry .Harold Green is a little startled at Clark 's bluntness .Green 's offended at the way Clark is talking to Lincoln .Lincoln smiles .Lincoln laughs .Green laughs . TWO WHITE SOLDIERS have come up , two young kids , nervous and excited .Soldiers all over the field rise up at the mustering of the troops . Names of regiments , brigades , divisions are called : all across the field , the men put out fires , put on knapsacks .The second white soldier salutes , and the two move out . Green salutes Lincoln as well and glances at Clark , who remains , looking down . Green leaves . Clark looks up , salutes Lincoln and , turning smartly , walks toward his unit . Then he stops , turns back , faces Lincoln , who watches him . A beat , and then , in a tone of admiration and cautious admonishment , reminding Lincoln of his promise :Clark salutes Lincoln again , turns again and walks away . Lincoln watches him go . As he walks into the fog , Clark continues reciting in a powerful voice :Lincoln watches Clark until the fog 's swallowed him up . TITLE : JANUARY , 1865 TWO MONTHS HAVE PASSED SINCE ABRAHAM LINCOLN 'S RE-ELECTION THE AMERICAN CIVIL WAR IS NOW IN ITS FOURTH YEAR

I'm Corporal Ira Clark, sir. Fifth Massachusetts Cavalry. We're waiting over there.

We're leaving our horses behind, and shipping out with the 24th Infantry for the assault next week on Wilmington.

Second Kansas Colored Infantry, they fought bravely at Jenkins' Ferry.

They killed a thousand rebel soldiers, sir. They were very brave.

Now that white people have accustomed themselves to seeing Negro men with guns, fighting on their behalf, and now that they can tolerate Negro soldiers getting the same pay - in a few years perhaps they can abide the idea of Negro lieutenants and captains. In fifty years, maybe a Negro colonel. In a hundred years - the vote.

But you should know, sir, that I get sick at the smell of bootblack and I ca n't cut hair.

I've yet to find a man could cut mine so it'd make any difference.

Yes, I do. My last barber hanged himself. And the one before that. Left me his scissors in his will.

Naw, we did n't fight there. We just signed up last month. We saw him two years ago at the cemetery dedication.

Yeah, we heard you speak! We... DAMN DAMN DAMN! Uh, hey, how tall are you anyway?!

`` Four score and seven years ago, our fathers brought forth on this continent a new nation, conceived in liberty and dedicated to the proposition that all men are created equal.''

`` Now we are engaged in a great civil war, testing whether that nation or any nation so conceived and so dedicated can long endure. We are, we are, we are met on a great battlefield of that war.''

`` We have come to dedicate a portion of that field as a final resting place for those who here gave their lives that that nation might live. It is...''

`` That we here highly resolve that these dead shall not have died in VAIN -- ``

`` - That this nation, under God, shall have a new birth of freedom -- and that government of the people, by the people, for the people, shall not perish from the earth.''

It's nighttime. The ship's moved by some terrible power, at a terrific speed.

Though it's imperceptible in the darkness, I have an intuition that we're headed towards a shore. No one else seems to be aboard the vessel. I'm alone.

I could be bounded in a nutshell and count myself a king of infinite space... were it not that I have bad dreams. I reckon it's the speed that's strange to me. I'm used to going a deliberate pace.

The part assigned to me is to raise the flag, which, if there be no fault in the machinery, I will do, and when up, it will be for the people to keep it up.

Since the House last voted on the amendment there's been an election. Sixty-four Democrats lost their House seats in November. That's sixty-four Democrats looking for work come March.

They do n't need to worry about re-election, they can vote however it suits ` em.

I said nothing of buying anything. We need twenty votes was all I said. Start of my second term, plenty of positions to fill.

I heard tell once of a Jefferson City lawyer who had a parrot that'd wake him each morning crying out, `` Today is the day the world shall end, as scripture has foretold.'' And one day the lawyer shot him for the sake of peace and quiet, I presume, thus fulfilling, for the bird at least, its prophecy!

That's unnecessary, Mrs. Jolly. Just tell me what you want from me.

Republican. Undecided on the question of the amendment, I believe. Perhaps you could call on him and inform him of your enthusiasm.

Would you let me study this letter, sir, about the tollbooth? Come back to me in the morning and we'll consider what the law says.

And be sure to visit `` Beanpole'' and tell him that you support passage of the Amendment. As a military necessity.

Pardon me, that's a distress signal, which I am bound by solemn oath to respond to.

Send over to Blair House. Ask Preston Blair can I call on him around five o'clock.

If the Blairs tell ` em to, no Republican will balk at voting for the amendment.

I do n't recall Bates being any too certain about the legality of my Proclamation, just it was n't downright criminal. Somewhere's in between. Back when I rode the legal circuit in Illinois I defended a woman from Metamora named Melissa Goings, 77 years old, they said she murdered her husband ; he was 83. He was choking her ; and, uh, she grabbed ahold of a stick of fire- wood and fractured his skull, ` n he died. In his will he wrote `` I expect she has killed me. If I get over it, I will have revenge.''

No one was keen to see her convicted, he was that kind of husband. I asked the prosecuting attorney if I might have a short conference with my client. And she and I went into a room in the courthouse, but I alone emerged. The window in the room was found to be wide open. It was believed the old lady may have climbed out of it. I told the bailiff right before I left her in the room she asked me where she could get a good drink of water, and I told her Tennessee. Mrs. Goings was seen no more in Metamora. Enough justice had been done ; they even forgave the bondsman her bail.

I decided that the Constitution gives me war powers, but no one knows just exactly what those powers are. Some say they do n't exist. I do n't know. I decided I needed them to exist to uphold my oath to protect the Constitution, which I decided meant that I could take the rebels' slaves from ` em as property confiscated in war. That might recommend to suspicion that I agree with the rebs that their slaves are property in the first place. Of course I do n't, never have, I'm glad to see any man free, and if calling a man property, or war contraband, does the trick... Why I caught at the opportunity. Now here's where it gets truly slippery. I use the law allowing for the seizure of property in a war knowing it applies only to the property of governments and citizens of belligerent nations. But the South ai n't a nation, that's why I ca n't negotiate with'em. So if in fact the Negroes are property according to law, have I the right to take the rebels' property from ` em, if I insist they're rebels only, and not citizens of a belligerent country? And slipperier still : I maintain it ai n't our actual Southern states in rebellion, but only the rebels living in those states, the laws of which states remain in force. The laws of which states remain in force. That means, that since it's states' laws that determine whether Negroes can be sold as slaves, as property - the Federal government does n't have a say in that, least not yet -

- then Negroes in those states are slaves, hence property, hence my war powers allow me to confiscate ` em as such. So I confiscated ` em. But if I'm a respecter of states' laws, how then can I legally free ` em with my Proclamation, as I done, unless I'm cancelling states' laws? I felt the war demanded it ; my oath demanded it ; I felt right with myself ; and I hoped it was legal to do it, I'm hoping still.

Two years ago I proclaimed these people emancipated - `` then, thenceforward and forever free.'' But let's say the courts decide I had no authority to do it. They might well decide that. Say there's no amendment abolishing slavery. Say it's after the war, and I can no longer use my war powers to just ignore the courts' decisions, like I sometimes felt I had to do. Might those people I freed be ordered back into slavery? That's why I'd like to get the Thirteenth Amendment through the House, and on its way to ratification by the states, wrap the whole slavery thing up, forever and aye. As soon as I'm able. Now. End of this month. And I'd like you to stand behind me. Like my cabinet's most always done.

As the preacher said, I could write shorter sermons but once I start I get too lazy to stop.

Well, the people do that, I suppose. I signed the Emancipation Proclamation a year and half before my second election. I felt I was within my power to do it ; however I also felt that I might be wrong about that ; I knew the people would tell me. I gave ` em a year and half to think about it. And they re- elected me.

And come February the first, I intend to sign the Thirteenth Amendment.

Well, Mr. Representative Ashley! Tell us the news from the Hill.

Why for instance is this thus, and what is the reason for this thusness?

We've been chasing this whale for a long time. We've finally placed a harpoon in the monster's back. It's in, James, it's in! We finish the deed now, we ca n't wait! Or with one flop of his tail he'll smash the boat and send us all to eternity!

The Blairs have promised support for the amendment if we listen to these people -

What hope for any Democratic votes, Willum, if word gets out that I've refused a chance to end the war? You think word wo n't get out? In Washington?

`` If you can look into the seeds of time, And say which grain will grow and which will not, Speak then to me...''

I've found that prophesying is one of life's less prophet-able occupations!

Put ` em back in the box. We'll return them to Mr. Gardner's studio day after next. Be careful with ` em, now.

Three years ago, the war was going so badly, and we had to put on a face.

Since we have the floor next in the debate, I thought I'd suggest you might... temper your contributions so as not to frighten our conservative friends?

I ca n't ensure a single damn thing if you scare the whole House with talk of land appropriations and revolutionary tribunals and punitive thisses and thats -

That's the untempered version of reconstruction. It's not... It's not exactly what I intend, but we shall oppose one another in the course of time. Now we're working together, and I'm asking you -

When the people disagree, bringing them together requires going slow till they're ready to make up -

I admire your zeal, Mr. Stevens, and I have tried to profit from the example of it. But if I'd listened to you, I'd've declared every slave free the minute the first shell struck Fort Sumter ; then the border states would've gone over to the confederacy, the war would've been lost and the Union along with it, and instead of abolishing slavery, as we hope to do, in two weeks, we'd be watching helpless as infants as it spread from the American South into South America.

A compass, I learnt when I was surveying, it'll - it'll point you True North from where you're standing, but it's got no advice about the swamps and deserts and chasms that you'll encounter along the way. If in pursuit of your destination you plunge ahead, heedless of obstacles, and achieve nothing more than to sink in a swamp, what's the use of knowing True North?

That's what Ethan Allen called to the commander of Fort Ticonderoga in 1776. `` Come on out, you old rat!'' ` Course there were only forty- odd redcoats at Ticonderoga. But, but there is one Ethan Allen story that I'm very partial to -

It was right after the Revolution, right after peace had been concluded, and Ethan Allen went to London to help our new country conduct its business with the king. The English sneered at how rough we are, and rude and simple-minded and on like that, everywhere he went, till one day he was invited to the townhouse of a great English lord. Dinner was served, beverages imbibed, time passed, as happens, and Mr. Allen found he needed the privy. He was grateful to be directed thence - relieved you might say.

Now, Mr. Allen discovered on entering the water closet that the only decoration therein was a portrait of George Washington. Ethan Allen done what he came to do and returned to the drawing room. His host and the others were disappointed when he did n't mention Washington's portrait. And finally His Lordship could n't resist, and asked Mr. Allen had he noticed it, the picture of Washington. He had. Well, what did he think of its placement, did it seem appropriately located to Mr. Allen? Mr. Allen said it did. His host was astounded! Appropriate? George Washington's likeness in a water closet? Yes, said Mr. Allen, where it'll do good service : the whole world knows nothing'll make an Englishman shit quicker than the sight of George Washington.

After four years of war and near 600,000 lives lost. He believes we can end this war now. My trust in him is marrow deep.

Now, here's a sixteen year old boy. They're going to hang him...

He was with the 15th Indiana Calvary near Beaufort, seems he lamed his horse to avoid battle. I do n't think even Stanton would complain if I pardoned him? You think Stanton would complain?

He ought n't to have done that, crippled his horse, that was cruel, but you do n't just hang a sixteen year old boy for that -

signing the petition : ) He was afraid, that's all it was. I do n't care to hang a boy for being frightened, either. What good would it do him?

War's nearly done. Ai n't that so? What use one more corpse? Any more corpses?

`` Lieutenant General Ulysses S. Grant, City Point. I have read your words with interest.''

`` I ask that, regardless of any action I take in the matter of the visit of the Richmond commissioners, you maintain among your troops military preparedness for battle, as you have done until now.''

`` Have Captain Saunders convey the commissioners to me here in Washington.''

You're an engineer, you must know Euclid's axioms and common notions.

I never had much of schooling, but I read Euclid, in an old book I borrowed. Little enough ever found its way in here -

- but once learnt it stayed learnt. Euclid's first common notion is this : `` Things which are equal to the same thing are equal to each other.''

That's a rule of mathematical reasoning. It's true because it works ; has done and always will do. In his book, Euclid says this is `` self-evident.''

D'you see? There it is, even in that two-thousand year old book of mechanical law : it is a self- evident truth that things which are equal to the same thing are equal to each other. We begin with equality. That's the origin, is n't it? That balance, that's fairness, that's justice.

`` Have Captain Saunders convey the gentlemen aboard the River Queen as far as Hampton Roads, Virginia, and there wait until...''

Tell me your names as I go past. I like to know who I'm talkin' to. Kevin.

That same speech has been made by how many sons to how many fathers since the war began? `` I do n't need your damn permission, you miserable old goat, I'm gon na enlist anyhow!'' And what would n't those numberless fathers have given to be able to say to their sons - as I now say to mine - `` I'm commander-in-chief, so in point of fact, without my permission, you ai n't enlisting in nothing, nowhere, young man.''

He'll be fine, Molly. City Point's far from the front lines, from the fighting, he'll be an adjutant running messages for General Grant.

Just, just this once, Mrs. Lincoln, I demand of you to try and take the liberal and not the selfish point of view! You imagine Robert will forgive us if we continue to stifle his very natural ambition?!

- the child who was not only sick, dangerously sick, but beside himself with grief?

And his mother wo n't let him near her, ` cause she's screaming from morning to night

pacing the corridors, howling at shadows and furniture and ghosts! I ought to have done it, I ought have done for Tad's sake, for everybody's goddamned sake, I should have clapped you in the madhouse!

I could n't tolerate you grieving so for Willie because I could n't permit it in myself, though I wanted to, Mary. I wanted to crawl under the earth, into the vault with his coffin. I still do. Every day I do. Do n't... talk to me about grief.

I must make my decisions, Bob must make his, you yours. And bear what we must, hold and carry what we must. What I carry within me - you must allow me to do it, alone as I must. And you alone, Mary, you alone may lighten this burden, or render it intolerable. As you choose.

Seward does n't want me leaving big muddy footprints all over town.

I do n't envy him his task. He may wish He'd chosen an instrument for His purpose more wieldy than the House of Representatives.

Are you afraid of what lies ahead? For your people? If we succeed?

I... I do n't know you, Mrs. Keckley. Any of you. You're... familiar to me, as all people are. Unaccommodated, poor, bare, forked creatures such as we all are. You have a right to expect what I expect, and likely our expectations are not incomprehensible to each other. I assume I'll get used to you. But what you are to the nation, what'll become of you once slavery's day is done, I do n't know.

The Secretary of State here tells me that, uh, you got eleven Democrats in the bag. That's encouraging.

`` We have heard the chimes of midnight, Master Shallow.'' I'm here to alert you boys that the great day of reckoning is nigh upon us.

Snagged my eye in the paper this morning. Governor Curtin is set to declare a winner in the disputed Congressional election for the -

What a joy to be comprehended. Hop on a train to Philadell, call on the Governor -

Let Governor Curtin know it'd be much appreciated if he'd invite the House of Representatives to decide who won. He's entitled to do that. He'll agree to it.

Then advise Coffroth, if he hopes to retain his seat, that he'd better pay a visit to Thaddeus Stevens.

I saw a barge once, Mr. Yeaman, filled with colored men in chains, heading down the Mississippi to the New Orleans slave markets. It sickened me, ` n more than that, it brought a shadow down, a pall around my eyes.

Slavery troubled me, as long as I can remember, in a way it never troubled my father, though he hated it. In his own fashion. He knew no smallholding dirt farmer could compete with slave plantations. He took us out from Kentucky to get away from ` em. He wanted Indiana kept free. He was n't a kind man, but there was a rough moral urge for fairness, for freedom in him. I learnt that from him, I suppose, if little else from him. We did n't care for one another, Mr. Yeaman.

Lovingkindness, that most ordinary thing, came to me from other sources. I'm grateful for that.

We're unready for peace too, ai n't we? When it comes, it'll present us with conundrums and dangers greater than any we've faced during the war, bloody as it's been. We'll have to extemporize and experiment with what it is when it is. Lincoln moves from the desk to take the seat beside Yeaman, no longer towering over him. He leans forward and rests a hand on Yeaman's knee.

I read your speech, George. Negroes and the vote, that's a puzzle.

I'm asking only that you disenthrall yourself from the slave powers. I'll let you know when there's an offer on my desk for surrender. There's none before us now. What's before us now, that's the vote on the Thirteenth Amendment. It's going to be so very close. You see what you can do.

I'd change that in you if I could, but that's not why I come. I might be wrong, Mr. Hutton, but I expect... Colored people will most likely be free, and when that's so, it's simple truth that your brother's bravery, and his death, helped make it so. Only you can decide whether that's sense enough for you, or not.

I ca n't listen to this anymore! I ca n't accomplish a goddamned thing of any human meaning or worth until we cure ourselves of slavery and end this pestilential war, and whether any of you or anyone else knows it, I know I need this! This amendment is that cure! We're stepped out upon the world's stage now, now, with the fate of human dignity in our hands! Blood's been spilt to afford us this moment!

Now now now! And you grousle and heckle and dodge about like pettifogging Tammany Hall hucksters! See what is before you! See the here and now! That's the hardest thing, the only thing that accounts! Abolishing slavery by constitutional provision settles the fate, for all coming time, not only of the millions now in bondage but of unborn millions to come. Two votes stand in its way, and these votes must be procured.

You got a night and a day and a night and several perfectly good hours! Now get the hell out of here and get ` em!

I am the President of the United States of America, clothed in immense power! You will procure me these votes.

Word for word? This is precisely the assurance that he demands of me?

I'd like your states restored to their practical relations to the Union immediately.

We ai n't here to discuss reconstruction, we have no legal basis for that discussion. But I do n't want to deal falsely. The Northern states'll ratify, most of ` em. As I figure, it remains for two of the Southern states to do the same, even after all are readmitted. And I been working on that.

Arkansas too, most likely. It'll be ratified. Slavery, sir, it's done. Hunter storms out of the cabin.

If we submit ourselves to law, Alex, even submit to losing freedoms - the freedom to oppress, for instance - we may discover other freedoms previously unknown to us. Had you kept faith with democratic process, as frustrating as that can be -

It may be you're right. But say all we done is show the world that democracy is n't chaos, that there is a great invisible strength in a people's union? Say we've shown that a people can endure awful sacrifice and yet cohere? Might n't that save at least the idea of democracy, to aspire to? Eventually, to become worthy of? At all rates, whatever may be proven by blood and sacrifice must've been proved by now. Shall we stop this bleeding?

Once he surrenders, send his boys back to their homes, their farms, their shops.

Liberality all around. No punishment. I do n't want that. And the leaders - Jeff and the rest of ` em - if they escape, leave the country while my back's turned, that would n't upset me none. When peace comes it must n't just be hangings.

I never seen the like of it before. What I seen today. Never seen the like of it before.

Jerusalem. Where David and Solomon walked. I dream of walking in that ancient city.

We must try to be happier. We must. Both of us. We've been so miserable for so long.

I did say some colored men, the intelligent, the educated, and veterans, I qualified it.

Fondly do we hope, fervently do we pray, that this mighty scourge of war may speedily pass away.

Yet, if God wills that it continue until all the wealth piled by the bondman's two hundred and fifty years of unrequited toil shall be sunk, and until every drop of blood drawn with the lash shall be paid by another drawn with the sword, as was said three thousand years ago, so still it must be said `` the judgments of the Lord are true and righteous altogether.''

With malice toward none, with charity for all, with firmness in the right as God gives us to see the right, let us strive on to finish the work we are in, to bind up the nation's wounds, to care for him who shall have borne the battle, and for his widow and his orphan, to do all which may achieve and cherish a just and a lasting peace among ourselves and with all nations.

A huge , dark , strange-looking steamship , part wood and part iron , turreted like a giant ironclad monitor , is plowing through the choppy black waters of an open sea . Lincoln is alone , in darkness , on the deck , which has no railing , open to the sea . The ship 's tearing through rough water , but there 's little pitching , wind or spray . The deck is dominated by the immense black gunnery turret .Lincoln stares out towards a barely discernible horizon , indicated by a weird , flickering , leaden glow , which appears to recede faster than the fast-approaching ship .

The room 's cozy , attractive , cluttered , part dressmaker 's workshop , part repository of Mary 's endless purchases : clothing , fabrics , knicknacks , carpets . Books everywhere . Lincoln reclines on a French chair , too small for his lengthy frame . He 's in shirtsleeves , vest unbuttoned and tie unknotted , shoeless . He has an open folio filled with documents on his lap . MARY LINCOLN sits opposite , in a nightgown , housecoat and night cap . She watches him in her vanity mirror . She looks frightened . TITLE : THE WHITE HOUSEMary looks at him , stricken with alarm .He looks down at the carpet , then back up at her .She delicately touches her head .Mary studies Lincoln , thinking . Then a revelation :Lincoln closes his folio .Mary stands , goes up to him .Seeing that he 's not going to discuss this , she turns away , walking to an open window .Lincoln nods , though Mary is n't bothering to look at him .She closes the window .She watches as he leaves the room , smiling in bitter victory : she 's right .

I do n't want to be spared if you are n't! And you spare me nothing.

Perhaps perhaps it's the assault on Wilmington port. You dream about the ship before a battle, usually.

Almost two years, nothing mends. Another casualty of the war. Who wants to listen to a useless woman grouse about her carriage accident?

Stuff! You tell me dreams, that's all, I'm your soothsayer, that's all I am anymore, I'm not to be trusted with - Even if it was n't a carriage accident, even if it was an attempted assassination -

I do n't want to talk about parties! You do n't care about parties.

I know... I know what it's about. The ship, it is n't Wilmington Port, it's not a military campaign! It's the amendment to abolish slavery! Why else would you force me to invite demented radicals into my home?

You're going to try to get the amendment passed in the House of Representatives, before the term ends, before the Inauguration.

No one's loved as much as you, no one's ever been loved so much, by the people, you might do anything now. Do n't, do n't waste that power on an amendment bill that's sure of defeat.

That's the ship you're sailing on. The Thirteenth Amendment. You need n't tell me I'm right. I know I am.

You'll linger a few days extra, after the reception, before you go back to school.

I prayed for death the night Willie died. The headaches are how I know I did n't get my wish. How to endure the long afternoon and deep into the night.

Somehow. Somehow. Somehow... Every party, every... And now, four years more in this terrible house reproaching us. He was a very sick little boy. We should've cancelled that reception, should n't we?

becoming more lustrous : ) Praise Heavens, praise Heavens, just when I had abandoned hope of amusement, it's the Chairman of the House Ways and Means Committee!

Oh, do n't convene another subcommittee to investigate me, sir! I'm teasing! Smile, Senator Wade.

You have always taken such a lively, even prosecutorial interest in my household accounts.

Yes, thank you, it's true, the miracles I have wrought out of fertilizer bills and cutlery invoices. But I had to! Four years ago, when the President and I arrived, this was pure pigsty. Tobacco stains in the turkey carpets. Mushrooms, green as the moon, sprouting from ceilings! And a pauper's pittance allotted for improvements. As if your committee joined with all of Washington awaiting, in what you anticipated would be our comfort in squalor, further proof that my husband and I were prairie primitives, unsuited to the position to which an error of the people, a flaw in the democratic process, had elevated us.

The past is the past, it's a new year now and we are all getting along, or so they tell me. I gather we are working together! The White House and the other House? Hatching little plans together?

Oh, I'm detaining you, and more important, the people behind you! How the people love my husband, they flock to see him, by their thousands on public days! They will never love you the way they love him. How difficult it must be for you to know that. And yet how important to remember it.

Who'd ever've guessed that old nightmare capable of such control? He might make a politician someday -

The war will take our son! A sniper, or a shrapnel shell! Or typhus, same as took Willie, it takes hundreds of boys a day! He'll die, uselessly, and how will I ever forgive you? Most men, their firstborn is their favorite, but you, you've always blamed Robert for being born, for trapping you in a marriage that's only ever given you grief and caused you regret!

And if the slaughter of Cold Harbor is on your hands same as Grant, God help us! We'll pay for the oceans of spilled blood you've sanctioned, the uncountable corpses we'll be made to pay with our son's dear BLOOD -

And if I refuse to take the high road, if I wo n't take up the rough old cross, will you threaten me again with the madhouse, as you did when I could n't stop crying over Willie, when I showed you what heartbreak, real heartbreak looked like, and you had n't the courage to countenance it, to help me -

I could n't let Tad in! I could n't risk him seeing how angry I was!

THEN DO IT! Do it! Do n't you threaten me, you do it this time! Lock me away! You'll have to, I swear, if Robert is killed!

You think I'm ignorant of what you're up to because you have n't discussed this scheme with me as you ought to have done. When have I ever been so easily bamboozled?

I believe you when you insist that amending the constitution and abolishing slavery will end this war. And since you are sending my son into the war, woe unto you if you fail to pass the amendment.

No one ever lived who knows better than you the proper placement of footfalls on treacherous paths. Seward ca n't do it. You must. Because if you fail to secure the necessary votes, woe unto you, sir. You will answer to me.

Awfully pious for a man who takes his wife out buggy-riding on Good Friday.

All anyone will remember of me is I was crazy and I ruined your happiness.

When they look at you, at what it cost to live at the heart of this, they'll wonder at it. They'll wonder at you. They should. But they should also look at the wretched woman by your side, if they want to understand what this was truly like. For an ordinary person. For anyone other than you. Lincoln laughs, takes her hand. She leans against him.

Lincoln encounters ELIZABETH KECKLEY , a light-skinned black woman , 38 , Mary 's dressmaker and close friend , holding a dark- blue velvet bodice embroidered with jet beads .Lincoln bends down to look at the intricate beading .He nods , smiles , straightens up .He continues down the hall . Mrs. Keckley starts to enter Mary 's boudoir , then stops , sensing something amiss . She calls quietly after Lincoln :

I know the vote is only four days away ; I know you're concerned. Thank you for your concern over this, and I want you to know : They'll approve it. God will see to it.

What my people are to be, I ca n't say. Negroes have been fighting and dying for freedom since the first of us was a slave. I never heard any ask what freedom will bring. Freedom's first. As for me : My son died, fighting for the Union, wearing the Union blue. For freedom he died. I'm his mother. That's what I am to the nation, Mr. Lincoln. What else must I be?

A working room , sparsely furnished . Lincoln 's desk is heaped with files , books , newspapers . The desk 's near a window , now open . Comfortable chairs and a rocker are in a corner . Near the fireplace , in which embers are dying , there 's a long table , eight chairs around it , settings by each chair of inkwells and pens . Dozens of maps cover the walls and the crowded bookcases . Lincoln opens the door and enters to find his 10 year-old son TAD LINCOLN near the hearth , sleeping , sprawled on a very large military map . Lead toy soldiers are scattered across it . A large mahogany box , imprinted ALEXANDER GARDNER STUDIOS , is open near Tad 's head . The box contains large glass plates , each framed in wood ; these are photographic negatives . Tad 's been looking at several , which lie near him on the map . Lincoln kneels by Tad and looks down at the map , a topographical and strategic survey of the no-man 's land between Union and Confederate forces at Petersburg . He scrutinizes the precisely drawn blue and grey lines . He lifts one of the glass plates and holds it to the firelight : it 's a large photographic negative of a young black boy . There 's a caption , in elegant cursive script : `` Abner , age 12 - $ 500 '' And another : `` Two young boys , 10 & 14 - $ 700 '' Lincoln puts the plates back in the box and closes the lid . Carefully brushing the toy soldiers aside , he lies down beside Tad . He touches Tad 's hair and kisses his forehead . Tad stirs as Lincoln gets on all fours ; without really waking up , knowing the routine , Tad climbs onto his father 's back . Tad holds on as his father stands , weary , and maybe a little surprised to find his growing son slightly heavier than he was the night before .Lincoln carries Tad out of the room , closing the door .

Tom Pendel took away the glass camera plates of slaves Mr. Gardner sent over because Tom says mama says they're too distressing, but-

But I'll have worse nightmares if you do n't let me look at the plates again!

He's at school now, but he's coming to visit in four days! For the shindy!

She's asleep, probably, they went to see Avonia Jones last night in a play about

Israelites. Daddy's meeting with a famous scientist now and he's nervous because of how smart the man is and the

man is angry about, ` cause there's a new book that Sam Beckwith says is about finches, and finches' beaks,

- but what's made everyone really cross with the man, the man who wrote the finch book, is he says people are cousins to monkeys, but he

A new flagpole is being dedicated . Lincoln , in a black overcoat and his stovepipe hat , and Treasury Secretary WILLIAM FESSENDEN , 59 , stand by the pole . They face an audience of officials , clerks , dignitaries , wives , soldiers . A Marine band finishes a jaunty instrumental rendition of `` We Are Coming Father Abra'am . '' Two soldiers fasten a flag to the halyards . Lincoln moves into place ; as the crowd applauds , he takes a sheet of paper from inside his hat and glances at it . Then he looks up .He puts the paper away . The audience waits , expecting more .He smiles at them . They applaud , some laughing . As Lincoln turns the crank , hoisting the flag , a solo trumpet plays `` We Are Coming Father Abra'am '' and the audience joins in . Among them , Secretary of State WILLIAM SEWARD , 64 , in a thick , exquisite winter coat and hat , and Lincoln 's dapper assistant secretary , JOHN HAY , 27 . Seward looks pleased .

`` We are coming, Father Abra'am, three hundred thousand more, From Mississippi's winding stream and from New England's shore...'' We leave our plows and workshops, our wives and children dear, With hearts too full for utterance, With but a silent tear. We're coming Father Abra'am...''

In a four-door carriage , top down , Seward sits opposite Lincoln . Hay , next to Seward , organizes papers in a portfolio on his lap .Lincoln smiles .

Even if every Republican in the House votes yes - far from guaranteed, since when has our party unanimously supported anything? - but say all our fellow Republicans vote for it. We'd still be twenty votes short.

Twenty House Democrats who'll vote to abolish slavery! In my opinion -

You'll begin your second term with semi-divine stature. Imagine the possibilities peace will bring! Why tarnish your invaluable luster with a battle in the House? It's a rats' nest in there, the same gang of talentless hicks and hacks that rejected the amendment ten months back. We'll lose.

Consider the obstacles that we'd face. The aforementioned two-thirds majority needed to pass an amendment : we have a Republican majority, but barely more than fifty percent -

But we ca n't, buy the vote for the amendment. It's too important.

Madame. Do you know about the proposed Thirteenth Amendment to the Constitution -

But if it did. The South is exhausted. If they run out of bullets and men, would you still want your, uh - Who's your representative?

Madam? If the rebels surrender next week, would you, at the end of this month, want Congressman Burton to vote for the Thirteenth Amendment?

The people! I begin to see why you're in such a great hurry to put it through.

If procuring votes with offers of employment is what you intend, I'll fetch a friend from Albany who can supply the skulking men gifted at this kind of shady work. Spare me the indignity of actually speaking to Democrats. Spare you the exposure and liability.

We ca n't afford a single defection from anyone in our party... not even a single Republican absent when they vote. You know who you've got to see.

James, we want you to bring the anti-slavery amendment to the floor for debate -

- immediately, and - You are the amendment's manager, are you not?

And we're counting on robust radical support, so tell Mr. Stevens we expect him to put his back into it, it's not going to be easy, but we trust -

On the 31st of this month. Of this year. Put the amendment up for a vote.

The President is never to be mentioned. Nor I. You're paid for your discretion.

The money I managed to raise for this endeavor is only for your fees, food, and lodgings.

Well, thus far. Plus Graylor's abstention. From tiny acorns and so on.

He wanted tax collector of the Western Reserve - a first-term congressman who could n't manage re- election, I felt it unseemly and they bargained him down to Postmaster.

Scatter ` em over several rounds of appointments, so no one notices. And burn this ledger, please, after you're done.

One last item, an absurdity, but - My associates report that among the Representatives a fantastical rumor's bruited about, which I immediately disavowed, that you'd allowed bleary old Preston Blair to sojourn to Richmond to invite Jeff Davis to send commissioners up to Washington with a peace plan.

I, of course, told them you would never... Not without consulting me, you would n't... Because why on earth would you?

Why was n't I consulted?! I'm Secretary of State! You, you, you informally send a reactionary dottard, to - What will happen, do you imagine, when these peace commissioners arrive?

Oh, splendid! And next the Democrats will invite ` em up to hearings on the Hill, and the newspapers - well, the newspapers - the newspapers will ask `` why risk enraging the Confederacy over the issue of slavery when they're here to make peace?'' We'll lose every Democrat we've got, more than likely conservative Republicans will join ` em, and all our work, all our preparing the ground for the vote, laid waste, for naught.

Oh, the Blairs promise, do they? You think they'll keep their promise once we have heard these delegates and refused them? Which we will have to do, since their proposal most certainly will be predicated on keeping their slaves!

It's either the amendment or this Confederate peace, you can not have both.

Yes, I suppose it is - Actually I have no idea what you mean by that.

I expect you to do your work! And to have sufficient sense and taste not to presume to instruct the President. Or me.

``... from anyone in authority, Mr. Lincoln...'' Mr. Lincoln...''

``... will have a bad influence. I will be sorry should it prove impossible for you to have an interview with them. I am awaiting your instructions. U.S. Grant, Lieutenant General Commanding Armies United States''

You could bring the delegates to Washington. In exchange for the South's immediate surrender, we could promise them the amendment's defeat. They'd agree, do n't you think? We'd end the war. This week.

The peace delegation might encounter delays as they travel up the James River. Particularly with the fighting around Wilmington. Within ten days time, we might pass the Thirteenth Amendment.

We need two yeses, three abstentions, or four yeses and one more abstention and the amendment will pass -

You'll not be conquered people, Mr. Hunter. You will be citizens, returned to the laws and the guarantees of rights of the Constitution.

Lincoln is at his desk , Hay feeding him documents to read and sign . Seward warms himself by the fireplace , holding a brandy .There 's a knock at the office door .Hay opens the door to the outer office , admitting the sound of a sizable crowd . JOHN NICOLAY , 33 , Lincoln 's rather severe German-born senior secretary , ushers in MR. JOLLY , mid-40s , mud-spattered coat , hat in hands , followed by MRS. JOLLY , similarly road-worn , holding a suitcase . Lincoln stands .Lincoln shakes Mr. Jolly 's hand . Mrs. Jolly curtseys .Seward nods slightly as he lights a Cuban cigar .Lincoln looks at the Jollys . They are worried and a little awed .Lincoln smiles . The Jollys do n't get it . Mr. Jolly looks back at Seward , who gestures for him to speak , then exhales a plume of smoke .Mrs. Jolly opens the suitcase and begins to dig frantically for the letter .Seward exhales more smoke . Mr. Jolly starts coughing , while Mrs. Jolly tries to fan away the cigar smoke with the Quincy Adams letter .Mrs. Jolly is puzzled , and looks to Mr. Jolly . Then :Mr. Jolly nods . Seward glances at Lincoln , then turns back to THE JOLLYS :Mr. Jolly 's surprised : the answer 's so obvious .Seward takes the letter from Mrs. Jolly and hands it to Lincoln .Lincoln stands .The Jollys nod , skeptical now .Nicolay escorts them out . Before he closes the door :Nicolay nods and steps into the anteroom , where dozens more petitioners are waiting to speak with Lincoln . Hay confers with the doorman . Seward closes the door behind them . Lincoln kneels at the fireplace , stoking the fire . He puts more wood in , then stands . Seward watches him , then :There is a sharp knock on the closed door , followed by two long ones .Lincoln opens the door . Tad enters , cross .Nicolay enters . Lincoln turns to him .

Mr. President, may I present Mr. and Mrs. Jolly who've come from Missouri to -

They's only one tollbooth in Jeff City, t' the southwest ` n this man Heinz Sauermagen from Rolla been in illegal possession for near two yar, since your man General Schofield set him up there. But President Monroe give that tollgate to my granpap and Quincy Adams give my pap a letter saying it's our' n for keeps. Mrs. Jolly got the -

What I favor's ending the war. Once't we do away with slavery, the rebs'll quit fighting, since slavery's what they're fighting for. Mr. Lincoln, you always says so. With the amendment, slavery's ended and they'll give up. The war can finish then.

President Lincoln says the war wo n't stop unless we finish slavery-

If that was how it was, no more war and all, I reckon Mr. Jolly'd much prefer not to have Congress pass the amendment.

If he do n't have to let some Alabama coon come up to Missouri, steal his chickens, and his job, he'd much prefer that.

Secretary Stanton has sent over to tell you that as of half an hour ago, the shelling of Wilmington harbor has commenced.

Mrs. Lincoln's waiting in the carriage. She wants me to remind you of the hour, and that you'll have to pick up Miss Harris and Major Rathbone.

Lincoln 's perched on the edge of an ottoman .The room is baronial . PRESTON BLAIR , patriarch of his wealthy and powerful family , 72 years old , sits facing his son , MONTGOMERY BLAIR , 50 , whip-thin . A fire blazes in a massive fireplace behind Monty . Preston 's handsome , elegant daughter , ELIZABETH BLAIR LEE , 45 , sits across from Monty , next to Tad , who 's wearing a Union infantryman 's uniform , a real musket by his side .Two black servants who have entered begin to pour and serve tea .The Blairs look at Lincoln , waiting for an answer .

All Republicans ought to be conservative, I founded this party - in my own goddamned home - to be a conservative antislavery party, not a hobbyhorse for goddamned radical abolitionists and -

You need us to keep the conservative side of the party in the traces while you diddle the radicals and bundle up with Thaddeus Stevens's gang. You need our help.

Whoo! Blunt! Your manners, Monty, must be why Mr. Lincoln pushed you out of his cabinet.

Did they? Soldiers know all manner of songs. How's your brother Bob?

Now your daddy knows that what I want, in return for all the help I give him, is to go down to Richmond like he said I could, soon as Savannah fell, and talk to Jefferson Davis. Give me terms I can offer to Jefferson Davis to start negotiating for peace. He'll talk to me!

Conservative members of your party want you to listen to overtures from Richmond. That above all.

They'll vote for this rash and dangerous amendment only if every other possibility is exhausted.

Our Republicans ai n't abolitionists. We ca n't tell our people they can vote yes on abolishing slavery unless at the same time we can tell ` em that you're seeking a negotiated peace.

Jefferson Davis is sending three delegates : Stephens, Hunter and Campbell : Vice President of the Confederacy, their former Secretary of State, and their Assistant Secretary of War. They're coming in earnest to propose peace.

I know this is unwelcome news for you. Now hear me : I went to Richmond to talk to traitors, to smile at and plead with traitors, because it'll be spring in two months, the roads'll be passable, the Spring slaughter commences. Four bloody Springs now! Think of my Frank, who you've taken to your heart, how you'll blame yourself if the war takes my son as it's taken multitudes of sons. Think of all the boys who'll die if you do n't make peace. You must talk with these men!

I will procure your votes for you, as I promised. You've always kept your word to me. Those Southern men are coming.

We've managed our members to a fare- thee-well, you've had no defections from the Republican right to trouble you, whereas as to what you promised - Where the hell are the commissioners?!

Leo, it's a hundred miles to Richmond. Get him drunk so he can sleep.

A light snow 's beginning to fall . A lacquered coach stands outside the house , the Blair crest in gold on its doors . Elizabeth Blair Lee , a blanket in her arms , comes out of the house , talking to LEO , an elderly black servant , formerly a slave belonging to the Blairs . They 're followed by an elderly black woman in a housekeeper 's uniform .Elizabeth goes to the carriage , where Preston awaits . She passes the blanket through the carriage window and tucks it around her father .As Leo climbs into the carriage , Elizabeth kisses her hand , then slaps the kiss on her father 's cheek .

The cabinet has assembled . Lincoln heads the table , Seward at his left and EDWIN M. STANTON , Secretary of War , 51 , barrel- shaped , long bearded , bespectacled , at his right . Next to him are Secretary of the Navy GIDEON WELLES , 63 , luxurious white hair ( it 's a wig ) and a flowing snowy beard ; Postmaster General WILLIAM DENNISON , 50 ; Secretary of the Interior JOHN USHER , 49 ; Secretary of the Treasury WILLIAM FESSENDEN , 59 ; and Attorney General JAMES SPEED , 53 . Nicolay and Hay are in chairs behind Lincoln , taking notes .Stanton clears his throat . He 's noticed the singed edge .Welles stands .Welles gestures on the map to the positions of many ships .Stanton indicates the lines tracing artillery trajectories . These converge particularly heavily on Fort Fisher .There 's a moment of shocked silence .The rest of the cabinet applauds , foot stomping , table slapping . Only John Usher does n't join in .This gets a laugh .He looks around the table . Everyone 's listening .A moment 's silence , broken by a sharp laugh from Seward .

A bombardment. From the largest fleet the Navy has ever assembled.

Fifty-eight ships are underway, of every tonnage and firing range.

We'll keep up a steady barrage. Our first target is Fort Fisher. It defends Wilmington Port.

Then why, if I may ask are we not concentrating the nation's attention on Wilmington? Why, instead, are we reading in the HERALD -

- that the anti-slavery amendment is being precipitated onto the House floor for debate - because your eagerness, in what seems an unwarranted intrusion of the Executive into Legislative prerogatives, is compelling it to it's... to what's likely to be its premature demise? You signed the Emancipation Proclamation, you've done all that can be expected -

The Emancipation Proclamation's merely a war measure. After the war the courts'll make a meal of it.

When Edward Bates was Attorney General, he felt confident in it enough to allow you to sign -

Different lawyers, different opinions. It frees slaves as a military exigent, not in any other -

It seems to me, sir, you're describing precisely the sort of dictator the Democrats have been howling about.

Neither is he! He just said as much! Ignoring the courts? Twisting meanings? What reins him in from, from...

They can not possibly maintain under this kind of an assault. Terry's got ten thousand men surrounding the Goddamned fort! Why does n't he answer my cables?

The problem's their commander, Whiting. He engineered the fortress himself. The damned thing's his child ; he'll defend it till his every last man is gone. He is not thinking rationally, he's -

No! No, you're, you're going to tell a story! I do n't believe that I can bear to listen to another one of your stories right now!

I need the B & O sideyard schedules for Alexandria! I asked for them this morning!

Nicolay opens the door to the crowded outer office to admit perpetually worried JAMES ASHLEY , 42 , ( R , OH ) . Tad eyes him from a chair by the window . Lincoln enters the room with Seward .Lincoln shakes his hand and warmly claps the discombobulated but flattered representative on the shoulder .Lincoln moves in , standing very close to Ashley .Ashley is agog .

It's impossible. No, I am sorry, no, we ca n't organize anything immediately in the House. I have been canvassing the Democrats since the election, in case any of them softened after they got walloped. But they have stiffened if anything, Mr. Secretary. There are n't nearly enough votes -

Three years ago he said that! To calm the border states when we were-

Say you believe only in legal equality for all races, not racial equality, I beg you, sir. Compromise. Or you risk it all.

He's answered your questions! This amendment has naught to do with race equality!

- and we'll be discredited, We do n't need a goddamned the amendment itself will be abolition amendment! Leave tainted. What if, what if the Constitution alone! State these peace commissioners by state you can extirpate - appear today? Or worse, on the morning -

On the matter of the joint resolution before us, presenting a Thirteenth Amendment to our national Constitution, which was passed last year by the Senate, and which has been debated now by this estimable body for the past several weeks. Today we will vote...

I do n't... I have no idea where they are or if they've arrived or -

`` So far as I know, there are no peace commissioners in the city nor are there likely to be.''

The President has answered you, sir! Your peace offer is a fiction!

Mr. Martinson has delegated me to say he is indisposed and he abstains.

Mr. Stevens also wants to know why you did n't make a better speech.

The room 's redolent of politics , ideology ( a bust of Robespierre , a print of Tom Paine ) , long occupancy and hard work . On the wall opposite a massive desk hangs a faded banner : `` RE-ELECT THADDEUS STEVENS , REPUBLICAN TICKET , 9TH CONGRESSIONAL DISTRICT , LANCASTER PENNSYLVANIA '' . At the desk sits THADDEUS STEVENS ( R , PA ) , 73 , bald under a horrible red wig , a gaunt , powerful face resembling Lincoln 's , though beardless and bitter . In the office are Ashley , Speaker of the House SCHUYLER COLFAX ( R , IN ) , formidable Senator BLUFF WADE ( R , MA ) , who 's never smiled , and ASA VINTNER LITTON ( R , MD ) .This confuses the room . Stevens turns to Vintner Litton .Stevens limps to the door , opens it , and turns .Stevens leaves , shutting the door . They watch him go , Ashley excited , Litton unmoved , insulted , skeptical .

Withdraw radical support, force him to abandon this scheme, whatever he's up to - He drags his feet about everything, Lincoln ; why this urgency? We got it through the Senate without difficulty because we had the numbers. Come December you'll have the same in the House. The amendment'll be the easy work of ten minutes.

He's using the threat of the amendment to frighten the rebels into an immediate surrender.

Will you rejoice when the Southern states have re-joined the Union, pell-mell, as Lincoln intends them to, and one by one each refuses to ratify the amendment? If we pass it, which we wo n't.

Why are we co-operating with, with him? We all know what he's doing and we all know what he'll do. We ca n't offer up abolition's best legal prayer to his games and tricks.

He's said he'd welcome the South back with all its slaves in chains.

Trust? I'm sorry, I was under the misapprehension your chosen profession was politics. I've never trusted the President. I never trust anyone. But... Has n't he surprised you?

Nothing surprises you, Asa, therefore nothing about you is surprising. Perhaps that is why your constituents did not re-elect you to the coming term.

Lincoln the inveterate dawdler, Lincoln the Southerner, Lincoln the capitulating compromiser, our adversary - and leader of the godforsaken Republican Party, our party - Abraham Lincoln has asked us to work with him to accomplish the death of slavery in America.

They'll be free, George! That's what'll become of them! What'll become of any of us?! That's what being free means!

Today, Mr. Stevens, I was surprised. You've led the battle for race equality for thirty years! The basis of, of every hope for this country's future life, you denied Negro equality! I'm nauseated. You refused to say that all humans are, well... human! Have you lost your very soul, Mr. Stevens? Is there nothing you wo n't say?

We welcome you, ladies and gentlemen, first in the history of this people's chamber, to your House!

The House recognizes Fernando Wood, the honorable representative from New York.

The floor belongs to the mellifluent gentleman from Kentucky, Mr. George Yeaman.

The World, the Herald and the Times, New York, Chicago, the Journal of Commerce, even your hometown paper's here.

A motion has been made to bring the bill for the Thirteenth Amendment to a vote. Do I hear a second?

The final vote : eight absent or not voting, fifty six votes against, one hundred nineteen votes for. With a margin of two votes -

No one heard the intelligent or the educated part. All they heard was the first time any president has ever made mention of Negro voting.

A point of order, Mr. Speaker, if you please? When will Mr. Wood -

- when will Mr. Wood conclude his interminable gabble? Some of us breathe oxygen, and we find the mephitic fumes of his oratory a lethal challenge to our pleural capacities.

Slavery is the only insult to natural law, you fatuous nincompoop!

What violates natural law? Slavery, and you, Pendleton, you insult God, you unnatural noise.

As long as your household accounts are in order, Madame, we'll have no need to investigate them.

Ashley insists you're ensuring approval by dispensing patronage to otherwise undeserving Democrats.

When the war ends, I intend to push for full equality, the Negro vote and much more. Congress shall mandate the seizure of every foot of rebel land and every dollar of their property. We'll use their confiscated wealth to establish hundreds of thousands of free Negro farmers, and at their side soldiers armed to occupy and transform the heritage of traitors. We'll build up a land down there of free men and free women and free children and freedom. The nation needs to know that we have such plans.

Ah, shit on the people and what they want and what they're ready for! I do n't give a goddamn about the people and what they want! This is the face of someone who has fought long and hard for the good of the people without caring much for any of ` em. And I look a lot worse without the wig. The people elected me! To represent them! To lead them! And I lead! You ought to try it!

Oh, how you have longed to say that to me. You claim you trust them - but you know what the people are. You know that the inner compass that should direct the soul toward justice has ossified in white men and women, north and south, unto utter uselessness through tolerating the evil of slavery. White people can not bear the thought of sharing this country's infinite abundance with Negroes.

The true purpose of the amendment, Mr. Wood, you perfectly-named, brainless, obstructive object?

I do n't hold with equality in all things only with equality before the law and nothing more.

How can I hold that all men are created equal, when here before me -

- stands stinking the moral carcass of the gentleman from Ohio, proof that some men are inferior, endowed by their Maker with dim wits impermeable to reason with cold pallid slime in their veins instead of hot red blood! You are more reptile than man, George, so low and flat that the foot of man is incapable of crushing you!

Yet even you, Pendleton, who should have been gibbetted for treason long before today, even worthless unworthy you ought to be treated equally before the law! And so again, sir, and again and again and again I say : I DO NOT HOLD WITH EQUALITY IN ALL THINGS. ONLY WITH EQUALITY BEFORE THE LAW.

I'm sorry you're nauseous, Asa, that must be unpleasant. I want the amendment to pass. So that the Constitution's first and only mention of slavery is its absolute prohibition. For this amendment, for which I have worked all of my life and for which countless colored men and women have fought and died and now hundreds of thousands of soldiers - no, sir, no, it seems there is very nearly nothing I wo n't say.

I have n't noticed you. I'm a Republican, and you, Coughdrop, are a Democrat?

The modern travesty of Thomas Jefferson's political organization to which you have attached yourself like a barnacle has the effrontery to call itself The Democratic Party. You are a Dem-o-crat. What's the matter with you? Are you wicked?

Never mind, Coffsnot. You were ignominiously trounced at the hustings in November's election by your worthy challenger, a REPUBLICAN -

What difference does it make if you lost or not?! The governor of our state, is...? A Democrat?

I know what he is. This is a rhetorical exercise. And Congress is controlled by what party? Yours?

Your party was beaten, your challenger's party now controls the House, and hence the House Committee on Elections, so you have been beaten. You shall shortly be sent home in disgrace. Unless.

NO! Coffroth will vote yes but Coffroth will remain a Democrat until after he does so.

We want to show the amendment has bipartisan support, you idiot. Early in the next Congress, when I tell you to do so, you will switch parties. Now congratulations on your victory, and get out.

The greatest measure of the Nineteenth Century. Passed by corruption, aided and abetted by the purest man in America.

In a cramped private alcove , a low , sagging timber ceiling , sooty walls , sawdusted floor , ancient curtain closing it off , Seward sits at a small table with ROBERT LATHAM , an Albany NY political operative , RICHARD SCHELL , a Wall Street speculator , and W.N . BILBO , a Tennessee lawyer and lobbyist . A chandelier with candles drips wax on them . On the table , a leather folio lies open : prospectuses for jobs in the administration . Latham and Schell study these . Bilbo is studying Seward .A WAITRESS brings in a platter of roasted crabs , which she slams down on the table , and leaves .Bilbo takes a mallet to a crab , smashing it !

Hell, you can have that for nothin', what we need money for is bribes. It'd speed things up.

I have explained to Mr. Bilbo and Mr. Latham that we're offering patronage jobs to the Dems who vote yes. Jobs and nothing more.

Congressmen come cheap! Few thousand bucks'll buy you all you need.

Uh huh. If that squirrel-infested attic you've quartered us in's any measure, you ai n't raised much.

Do n't just reach for the highest branches. They sway in every breeze. Assistant Port Inspector of Marlston looks like the ticket to me.

A deal's a deal and you men know better than to piss your pants just cause there's talk about peace talks.

My neighbors in Nashville, they found out I was loyal to the Union, they came after me with gelding knives!

Wait!! You wanted, what was it, tax man for the Western Reserve, hell you can have the whole state of Ohio if you -

Resistance, hell! Thingamabob Hollister, Dem from Indiana? I approached him, the sumbitch near to murdered me!

I push nobody. Perhaps we need reinforcements. If Jeff Davis wants to cease hostilities, who do you think'll give a genuine solid shit to free slaves?

My whole hand's gon na be proud in about five seconds, let's see how proud you gon na be.

Why are you here? No offense, but Mr. Seward's banished the very mention of your name, he wo n't even let us use fifty-cent pieces ` cause they got your face on ` em.

You gon na have a chat now, with with the whole of the House of Representatives waiting on that?

( whispering to Schell : ) The New York delegation's looking decidedly uninspired.

What's more interesting is how dismal and disgruntled Mr. Yeaman appears.

- so the total of representatives voting three weeks from today is reduced to 182, which means 122 yes votes to reach the requisite two- thirds of the House. Assuming all Republicans vote for the amendment...?

Then, despite our abstention, to reach a two-thirds majority we remain 20 yeses short.

For which we're seeking from among 64 lame duck Democrats. Fully 39 of these we deem unredeemable no votes.

He'd like to be Federal Revenue Assessor for the Fifth District of Pennsylvania.

The remaining lame ducks, on whom we've been working with a purpose -

Among the few remaining representatives who seem remotely plausible there is a perceptible increase in resistance.

The Democrats we've yet to bag, sir. The patronage jobs simply wo n't bag ` em. They require more... convincing, Mr. President.

A gavel slams down on a sounding block in an attempt to silence the raucous tumult in the large chamber . It subsides enough for Colfax to be heard from his chair atop the central DAIS :TITLE : THE HOUSE DEBATE BEGINS JANUARY 9 Floor and balcony are full , although the desks of representatives from seceded states are bare and unoccupied . On the Democratic side , 81 members applaud FERNANDO WOOD ( D , NY ) as he takes the podium . The Democratic leadership , including GEORGE YEAMAN ( KY ) , has gathered around House minority leader GEORGE PENDLETON ( OH ) . On the Republican side of the aisle , enraged booing from the 102 Republicans , including HIRAM PRICE ( IA ) , GEORGE JULIAN ( IN ) , Vintner Litton and Ashley , all gathered around Stevens 's desk .Murmuring from the floor and the balcony , in the front row of which Mary and Elizabeth Keckley sit . Mary turns her gaze from the floor to watch Latham and Schell , a few seats away , scrutinize the floor , whispering , Latham taking notes . Schell holds the leather prospectus folio in his lap . Bilbo sits behind them . They study the other NY Democrats - CHARLES HANSON , NELSON MERRICK , HENRY LANFORD , HOMER BENSON , GILES STUART - who comprise a cluster of glum uncomfortable passivity on that side of the aisle .Wood points at Stevens , granite-faced . Stevens 's eyes burn back at Wood .This prompts shouts and boos from the Republicans .Schell examines the Pennsylvania Democrats : an openly appalled ARCHIBALD MORAN , AMBROSE BAILER , and , chewing his thumb , a painful fake grin pinned to his face , ALEXANDER COFFROTH . Schell leans in to Latham .Cheering and booing . In the Connecticut delegation , JOHN ELLIS winds his pocket watch , looking contemptuously at Wood . Schell makes a note .Wild cheering and booing .Thaddeus Stevens calls out from his desk .Wild cheering , applause from the Republicans .The Democrats cheer . Mary watches with concern . Mrs. Keckley is angry and uncomfortable .An avalanche of boos and cheers as Democrats surge towards Wood , Republicans towards Stevens . Ashley rushes to Colfax , CALLING :

Estimable colleagues. Two bloody years ago this month, his Highness, King Abraham Africanus the First - our Great Usurping Caesar, violator of habeas corpus and freedom of the press, abuser of states' rights -

If Lincoln really were a tyrant, Mr. Wood, he'd' a your empty head impaled on a pike, and the country better for it!

( loud ) : - radical republican autocrat ruling by fiat and martial law affixed his name to his on a heinous and illicit Emancipation Proclamation promising it would hasten the end of the war, which yet rages on and on.

He claimed, as tyrants do, that the war's emergencies permitted him to turn our army into the unwilling instrument of his monarchical AMBITIONS -

His Emancipation Proclamation has obliterated millions of dollars' worth of personal property rights -

- and `` liberated'' the hundreds of thousands of hopelessly indolent Negro refugees,

bred by nature for servility, to settle in squalor in our Northern.. cities!

seeks to insinuate his miscegenist pollution into the Constitution itself!

We are once again asked - nay, commanded - to consider a proposed thirteenth amendment which, if passed, shall set at immediate liberty four million coloreds while manacling the limbs of the white race in America. If it is passed - but it shall not pass!

Every member of the House loyal to the Democratic Party and the constituents it

Mr. Speaker, I still have the floor and the gentleman from Pennsylvania is out of order!

We shall oppose this amendment, and any legislation that so affronts natural law, insulting to God as to man! Congress must never declare equal those whom God created unequal!

Instruct us, Oh Great Commoner, what is unnatural, in your opinion? Niggrahs casting ballots? Niggrah representatives? Is that natural, Stevens? Intermarriage?

Bless my eyes, if it is n't the Post Master of Millersburg Ohio!

Is that true, Postmaster Hawkins? Is your maidenly virtue for sale?

I've asked you a question, Mr. Stevens, and you must answer me. Do you or do you not hold that the precept that `` all men are created equal'' is meant literally?

Is that not the true purpose of the amendment? To promote your ultimate and ardent dream to elevate -

You have always insisted, Mr. Stevens, that Negroes are the same as white men are.

That's not so! You believe that Negroes are entirely equal to white men. You've said it a thousand TIMES -

To what? To bring this down? Not in a fight like this. This is to the death.

Are you despairing, or merely lazy? This fight is for The United States of America! Nothing `` suffices''. A rumor? Nothing! They're not lazy! They're busily buying votes! While we hope to be saved by `` the national mood?!''

Before this blood is dry, when Stevens next takes the floor, taunt him - you excel at that - get him to proclaim what we all know he believes in his coal-colored heart : that this vote is meant to set the black race on high, to niggerate America.

Bring Stevens to full froth. I can ensure that every newspaperman from Louisville to San Francisco will be here to witness it and print it.

Mr. LeClerk felt honor-bound to inform us. Of your disgusting betrayal. Your prostitution.

For shame! For shame! Stop prevaricating and answer Representative Wood!

After the decades of fervent advocacy on behalf of the. colored race -

You have long insisted, have you not, that the dusk- colored race is no different from the white one.

Your frantic attempt to delude us now is unworthy of a representative. It is, in fact, unworthy of a white man!

MR. SPEAKER, WILL YOU PERMIT THIS VILE BOORISH MAN TO SLANDER AND TO THREATEN ME AND -

I've just received confirmation of what previously has been merely rumored! Affidavits from loyal citizens recently returned from Richmond. They testify that Commissioners have indeed come north and ought to have arrived by now in Washington City! Bearing an offer of immediate cessation of our civil war!

I appeal to my fellow Democrats, to all Republican representatives who give a fig for peace! Postpone this vote until we have answers from the President himself!

`` So far as I know-''?! That means nothing! Are there commissioners from the South or are n't there?!

It's true! You, you... lied to me, Mr. Lincoln! You evaded my requests for a denial that, that there is a Confederate peace offer because, because there is one! We are absolutely guaranteed to lose the whole thing -

The corridor as usual is lined with petitioners . They 've lined up along both sides of the wall and are hooting , laughing , clapping and cheering , egging on Tad as , with furious concentration , he drives a cart pulled at considerable speed by a large and seriously annoyed goat down the hall . White House doorkeeper and unofficial child-minder TOM PENDEL follows , admonishing the petitioners as he goes .ROBERT LINCOLN , 21 , enters from the stairs carrying several pieces of large and heavy luggage . Tad sees him , jumps out of the goat cart , runs up to and tackles Robert , causing him to drop his luggage . They embrace as Pendel captures the goat and leads it away .Robert disentangles himself from Tad and hands him a suitcase .As Robert hoists the rest of the luggage himself , Tad chatters and A PETITIONER comes forward . He grabs the trunk as Robert 's lifting it .Robert wrestles the trunk out of the man 's grasp just as Mary enters the hall and sees him .She instantly eyes Robert 's amount of luggage with suspicion .Tad drops the suitcase and runs to the office . Mary strokes Robert 's face , looking concerned .She stops him with an alarmed look .

Could you bring your pa this letter I writ about my insolvency proceedings?

Let it go please, thank you. You deliver your own goddamned petition, thank you...

You drafted half the men in Boston! What do you think their families think about me?

The only reason they do n't throw things and spit on me is ` cause you're so popular. I ca n't concentrate on, on British mercantile law, I do n't care about British mercantile law. I might not even want to be a lawyer -

You're delaying, that's your favorite tactic. You wo n't tell me no, -

If they're still young and healthy, if the women can still conceive, they'll pay more -

I'll be the only man over fifteen and under sixty-five in this whole place not in uniform.

This is - This is just a clumsy attempt at discouragement. I've been to army hospitals, I've seen surgeries, I went and visited the malaria barges with mama.

I snuck in after - I've seen what it's like. This changes nothing.

I have to do this! And I will do it and I do n't need your permission to enlist.

I have to do this! And I will! Or I will feel ashamed of myself for the rest of my life. Whether or not you fought is what's gon na matter. And not just to other people, but to myself. I wo n't be you, pa. I ca n't do that. But I do n't want to be nothing.

Preston Blair , still in his traveling cloak , and Lincoln stand near the fireplace facing one another .Both men look into the fire . Preston moves closer .There 's a knock on the door .Robert enters . Nicolay stands behind him , apologetic .He shakes hands with his son , stiffly .He turns to Preston . Robert , stung , hesitates , then leaves the room , Nicolay shutting the door behind him .

JACOB GRAYLOR ( D , PA ) and Bilbo walk outside the Capitol . Graylor looks over the prospectuses .Graylor selects one and hands it to Bilbo .

A small room , two beds , in disarray : newspapers , overflowing ashtrays , whiskey bottles empty on the floor . Latham and Schell stand at a table strewn with the remnants of a poker game . Bilbo lies on one of the beds . All three are in their shirtsleeves . Seward is at the table .Seward nods , less assertively than Latham would like .

Bilbo is drinking schooners of beer with EDWIN LECLERK ( D , OH ) and CLAY HAWKINS ( D , OH ) . Hawkins listens as Bilbo gives his pitch . LeClerk looks at the prospectuses .LeClerk throws his beer in Bilbo 's face , soaking Bilbo and the prospectuses . Hawkins looks shocked . LeClerk storms out .

Schell stands at the door of a small , grubby row house . He presents the folio , warped from its beer bath , to WILLIAM HUTTON ( D , IN ) , eyes red from crying , dressed in mourning black . Hutton slams the door in Schell 's face . A funeral wreath that adorns the door falls to the ground . A daguerreotype attached to the wreath depicts a young officer , Hutton 's brother Frederick .

Schell hands Latham a stack of folded prospectuses , each with a name scrawled on it .

Representatives Merrick , Lanford , Benson , Stuart and Hanson , the New York lame ducks , descend the stairs , discussing the opening of the amendment debate , to which they 've just been listening . Latham smoothly holds Hanson back from the group , extending a hand , the still pristine portfolio under his arm . He smiles as the other NY lame ducks proceed down the stairs , unaware , then nods his head back up toward the Capitol steps , where Bilbo and Schell wait . Latham opens the folio as he talks to Hanson .

In the grand lobby there are Federal bank windows . Schell is in line at one of these behind Giles Stuart , who completes a transaction and leaves , counting money . Bilbo , barrelling the other way , intentionally slams into Stuart , causing him to drop his money . Bilbo and Schell both kneel to help . Schell places the open folio in Stuart 's hands . As the men pile his recovered money into the folio , Stuart 's puzzled , then intrigued . Schell gives him a meaningful look . CLOSE ON A SMALL WOODEN FILE BOX A folded prospectus , now with the name `` Stuart '' scrawled on it , is added to a growing file .

Visitors file past cabinets containing animal and plant specimens and inventions ; the line circles around a large case in which an amputated leg capped with a brass plate is displayed . A sign identifies it : LEFT LEG OF GENERAL DANIEL SICKLES , AT GETTYSBURG , JULY 5 , 1863 .Latham looks through the case at Schell , who 's next to Nelson Merrick , who nods , solemnly staring at the leg . Schell proffers Merrick the folio . Merrick flips through the folio .

A hall packed with working men , soaped-up windows . A GYPSY FIDDLER saws away . Homer Benson , incongruous in a suit , slurps . As he lifts his spoon to his mouth , the folio is placed in front of him . He looks over , puzzled , as Schell smiles and extends a hand . Benson takes the folio . Schell slides his chair closer .

Another prospectus joins the pile : `` Benson ''Bilbo retrieves a paper from the floor and hands it to Seward .

Bilbo walks with Clay Hawkins , who peruses the folio . Bilbo has a small covered wicker basket slung over his shoulder . Hawkins follows , happy and sick with fear .Bilbo retrieves a snare ; a small bird is trapped by the foot . Bilbo stuffs the bird in the basket .Bilbo eyes Hawkins , who anxiously eyes the folio .

T-tax collector for the Western Reserve. Th-th-that pays handsomely.

So just stand on the dock. Let the Assistant Assistant Port Inspector's stomach go weak.

My neighbors hear that I voted yes for nigger freedom and no to peace, they will kill me.

I do n't care, shoot me dead! You shoot me dead I, I am voting yes!

Seward hands the last prospectus to Nicolay , who unfolds it , places it on top of the other prospectuses , and records details about Hawkins 's appointment in a notebook . Seward smokes a cigar , Nicolay a pipe . Lincoln sits , feet up , examining a newspaper .Lincoln stands .Nicolay helps Lincoln trade his shawl for his overcoat in preparation to meet the public .Lincoln is silent . A horrifying reality dawns for Seward :

THREE UNION CAVALRY OFFICERS consult with THREE CONFEDERATE CAVALRY OFFICERS , all mounted . The officers exchange documents and salutes . TITLE : NO MAN 'S LAND OUTSIDE PETERSBURG , VIRGINIA JANUARY 11 The ranking Confederate trots to a buggy in which three Confederate officials sit : Vice President ALEXANDER STEPHENS , 53 , short ; JOHN A. CAMPBELL , Assistant Secretary of War , 54 ; and Senator R.M.T . HUNTER , 56 . They 're well-dressed for winter , Stephens especially heavily bundled . Stephens , Campbell and the indignant Hunter leave the buggy and are escorted by Confederate officers to the waiting company of Union cavalry and infantry . A Union Army ambulance , a large American flag painted on one side , driven by TWO BLACK SOLDIERS , stands near broken wagons and a derelict cannon . ANOTHER BLACK SOLDIER stands at attention by the ambulance 's rear door . The soldier , staring coldly at these men , gestures brusquely to the ambulance . The Confederate peace commissioners hesitate ; Hunter stares in horror at the black soldiers . Then Stephens pushes past Hunter . He nods to the soldier .He boards the ambulance . His fellow delegates follow in his wake , Hunter glaring with defiant hatred at the soldiers before climbing in .

If we're not to discuss a truce between warring nations, what in heaven's name can we discuss?

Let me be blunt. Will the southern states resume their former position in the Union speedily enough to enable us to block ratification of the Thirteenth Amendment?

If this could be given me in writing, as Vice President of the Confederacy, I'd bring that document with celerity to Jefferson Davis.

Surrender wo n't be thought of unless you've assured us, in writing, that we'll be readmitted in time to block this amendment.

Which now extinguishes slavery. And with it our economy. All our laws will be determined by a Congress of vengeful Yankees, all our rights'll be subject to a Supreme Court benched by Black Republican radicals. All our traditions will be obliterated. We wo n't know ourselves anymore.

How've you held your Union together? Through democracy? How many hundreds of thousands have died during your administration? Your Union, sir, is bonded in cannonfire and death.

Seward stands , stunned . Lincoln sits at the cabinet table . Nicolay is gone .Lincoln stands .

The ambulance has come to a stop . The rear door opens and the soldiers immediately hop out . The commissioners squint , blinded , into the dazzling sunlight , at the River Queen , Grant 's side-wheel steamer , docked on the banks of the James River . TITLE : US ARMY HEADQUARTERS CITY POINT , VIRGINIA JANUARY 12

LATE AFTERNOON Tad , in fancy military uniform , sits on the bed , Gardener 's box of glass negatives open beside him . He holds up a plate to a lamp : An old black man with a thick beard and hair , shirtless . Tad looks at another plate : A young black woman , headscarf , huge ugly scar across her cheek and down her neck . He studies these with solemn concentration .Lincoln is being dressed in formal wear by his valet , WILLIAM SLADE , a light-skinned black man in his 40s . Robert , already in his morning suit , is standing by the door .Slade hands Lincoln his formal gloves .Slade , they never fit right .He accepts the gloves . Slade laughs a little , Robert scowls . Tad holds another glass negative up to the light .There 's a knock on the door and Mrs. Keckley enters .Lincoln starts towards the door just as John Hay enters , dressed in the uniform of a Brevet Colonel .Robert shoots an angry , envious glance at Hay 's uniform as Lincoln , Slade , Mrs. Keckley and Hay leave . Robert calls to HIS FATHER :Robert storms out .

The missus will have you wear ` em. Do n't think about leaving ` em.

I was born a free man. Nobody beat me except I beat them right back.

Ummm... I do n't know, sir, I do n't know who you're, uh... What time is it?

Mr. Stanton thinks you pardon too many. He's generally apoplectic on the subject -

Lincoln enters a dark room , its heavy drapes closed against the dim afternoon light . There are two beds . One is stripped bare . The other is canopied with a thick black veil . Mary , dressed in a deep purple gown with black flowers and beading , perfectly pitched between mourning and emergence , is seated at the head of the canopied bed . On a nightstand next to the bed there 's a toy locomotive engine , a tattered book of B & O railroad schedules . Mary holds a framed photograph : an image of WILLIE , 12 , handsome , bright-eyed , confident . Lincoln crosses to the window .He bends and kisses her hand .Mary stares up at him , her face heavy and swollen with grief .

Mary , radiant , her charm turned to its brightest candlepower , is greeting the Blairs , who are part of a long receiving line . The Blairs proceed from Mary to Lincoln . TITLE : GRAND RECEPTION JANUARY 15 The enormous room is splendid , decked with garlands of flowers , tall candelabra burning , flags from Army divisions . An orchestra plays . Lincoln and Tad stand together . Slade is near Lincoln . Mary 's a distance away from Lincoln , to his right . Robert takes his place next to his mother , as conspicuous as he 'd feared he 'd be in his civilian clothes . A sea of people surround the President and his family . Nicolay , Hay and several clerks channel the crowd waiting to greet the Lincolns into the line : wealthy people , many more middle-class people , some working people and farmers , and many officers and soldiers . Tad watches his father shake hands . Lincoln is in his element . He stands close to each person , touches each one gently , stoops to be nearer them ; he puts everyone at ease . He 's bothered only by the white kid gloves he 's wearing . He tugs at the right-hand glove .Lincoln takes off the right-hand glove - his hand-shaking hand - but keeps the other glove on . Approaching Mary on the line , Stevens , Ashley , Senators Bluff Wade and CHARLES SUMNER , all in formal wear except Stevens .Cutting him off , she pretends not to recognize Ashley .But she ignores him and greets Stevens .Stevens bows to her .Lincoln , suddenly without anyone in line to receive , looks to see the backlog forming behind the radicals . He notes the exchange , but says nothing . Robert sees him looking .Robert leans in to her .She gives him a slight , lethal smile . He holds the look ; his poker-face yields to a barely perceptible smile , amused and perhaps a little admiring .

The kitchen 's piled with unwashed cookware , eggshells , flour bins , muffin and pastry molds , spoons and knives , the detritus of the preparations for the finger food served at the reception , which has now transitioned into a dance and is still underway upstairs . Music , the tramp of dancing feet and rhythmic clapping is audible . A BLACK FOOTMAN carrying a huge tray laden with dishes and cups comes down the stairs . He hastily beats a retreat when he sees Lincoln and Thaddeus Stevens quietly talking amid the mess .Stevens glares at him , then smiles .Lincoln reaches over to Stevens and gives his shoulder a vigorous shake . Stevens endures this .

Spectacles on , Lincoln unlaces Mary 's corset .He 's unlaced enough ; she unhooks the front and steps out of her corset and petticoats , turns to him in her plain thin chemise and drawers .There 's a knock on the door . Mary turns to it , furious :Lincoln opens the door . Nicolay 's standing there .Lincoln leaves with Nicolay . Mary watches , frozen , unable to let him go , knowing she ca n't stop him .

The telegraph office looks improvised , even after four years . Formerly the War Department library , it 's lined with bookcases stuffed with bundled dispatches . Telegraph cables stretch across the ceiling to the cipher-operators ' desks . Stanton , perpetually exhausted and impatient , storms down the stairs with Welles and the chief telegraph operator , MAJOR THOMAS ECKERT , 40 , in his wake .They reach the desks for the key operators . Among these , SAMUEL BECKWITH , 25 , and the key manager , DAVID HOMER BATES , 22 , sit at their silent keys , waiting to receive news . Stanton scribbles furiously on Beckwith 's small notepad .Fisher 's ours and Wilmington MAJOR ECKERT has fallen ! They said -Stanton thrusts the cable at Beckwith , who taps it out immediately . Stanton turns to a table where the large map of Wilmington from the Cabinet meeting is laid out , heavily scribbled-on . GUSTAVUS FOX , assistant Secretary of the Navy , and CHARLES BENJAMIN , Stanton 's clerk , are checking the marks on the map against a stack of dispatches .Everyone 's startled , and confused . They all turn to Lincoln , who sits in Major Eckert 's chair , wrapped in his shawl .Stanton stalks out , shouting down the corridor as he goes :Lincoln pays no attention to Stanton 's fulminations and continues with his story .Everyone laughs .Everyone laughs .Beckwith 's and Bates 's keys starts clicking . They transcribe furiously . There 's a general rush to the operators ' desks . Lincoln walks quickly over , and is joined there by Stanton , who arrives just as the first dispatch has been completed and is being decoded . Stanton and Lincoln hold hands , as they 've done many times , waiting for news of the battle . Bates hands the decoded cable to Benjamin , who reads it quickly , then announces to the room :Eckert shakes his head as Beckwith hands him the next telegram .A beat as this sinks in . Then :Eckert looks up at Stanton and Lincoln , stricken .

Fort Fisher is a mountain of It's the largest fort they a building, Edwin. Twenty-two have, sir. They've been big seacoast guns on each reinforcing it for the last rampart - two years -

We've taken the fort, but the city of Wilmington has not surrendered.

One representative 's reading a paper with the headline : THE FALLEN AT WILMINGTON , followed by hundreds of names . Pendleton and Wood are conferring .He looks over at Stevens , who 's at his desk consulting with Ashley and Julian .Colfax gavels the chamber to order , as George Yeaman approaches the podium .The Democrats applaud as Yeaman takes his place at the podium and surveys the chamber .Cheers and boos .Schell , Latham , and Bilbo are perched in their usual gallery seats , taking notes .He 's momentarily silenced by cheers and boos throughout the chamber .Yeaman is stopped , baffled and dismayed by the explosion he 's provoked .

Although I'm disgusted by slavery I rise on this sad and solemn day to announce that I'm opposed to the amendment. We must consider what will become of colored folk if four million are in one instant set free.

And, and! We will be forced to enfranchise the men of the colored race - it would be inhuman not to! Who among us is prepared to give Negroes the vote?

And, and! What shall follow upon that? Universal enfranchisement? Votes for women?

I hate it, too, sir, slavery, but - but we're entirely unready for emancipation. There's too many QUESTIONS -

No, no, but, but, but - But Negroes ca n't, um, vote, Mr. Lincoln. You're not suggesting that we enfranchise colored people.

Hawkins enters and stops when he sees Pendleton and Wood . It 's a trap . LeClerk follows , closing the door .Hawkins looks at LeClerk , who guiltily avoids his glance .Hawkins sinks .

Bilbo and Clay Hawkins are again in the woods . Bilbo , with his basket , clutches a pair of noisy snared partridges .Hawkins runs away from Bilbo . Bilbo chases him .Hawkins runs away , sobbing . Bilbo pursues .Bilbo stops , winded .

Seward , smoking unhappily , strides toward his carriage , with Schell , Latham and Bilbo in pursuit .Seward has reached the carriage , Bilbo alongside him . Before the Secretary of State can climb on board , Bilbo shuts the carriage door . Seward is outraged .

Bilbo is talking to HAROLD HOLLISTER ( D , IN ) , who pulls out a derringer . Bilbo bolts , dropping the folder . He stops , runs back , and bends to retrieve the folio as Hollister fires the gun over Bilbo 's head .

Seward , now inside the carriage , slams the door .Schell and Latham lean in to the carriage .Schell steps up on the running board , intent .

ULYSSES S. GRANT , 43 , 5 ' 7 '' , beard , uniform worn and rumpled , crosses the dock , followed by three aides . They approach the gangway for the River Queen .

Grant and the commissioners stand in an expansive cabin at the stern , patriotically decorated , large windows . Grant hands the commissioners ' peace proposal back to them . He 's scribbled notes all over the document .Grant fixes Stephens with a look - bemused , a little disappointed .He lights a cigar .

I suggest you work some changes to your proposal before you give it to the President.

It says...'' securing peace for our two countries.'' And it goes on like that.

There's just one country. You and I, we're citizens of that country. I'm fighting to protect it from armed rebels. From you.

A private citizen like Preston Blair can say what he pleases, since he has no authority over anything. If you want to discuss peace with President Lincoln, consider revisions.

`` Office United States Military Telegraph, War Dept. For Abraham Lincoln, President of the United States. January 20, 1865. I will state confidentially that I am convinced, upon conversation with these Commissioners, that their intentions are good and their desire sincere to restore peace and union. I fear now their going back, without any expression of interest...''

By outward appearance, you're ten years older than you were a year ago.

You always knew that, what this was going to be. Intimate, and ugly. You must've needed to see it close when you decided to come down here.

As a somber Grant disembarks with his aides from the River QUEEN :Seward 's voice takes over from Grant 's .

Seward 's in a fancy robe and slippers , reading a telegram .Lincoln is in his coat , shawl over his shoulders , holding his hat .Seward looks up at Lincoln , then down again at the telegram . He stands and crosses to Lincoln .Lincoln has closed his eyes .Lincoln shakes his head `` no . ''

Lincoln , shawl still wrapped around him , walks the long empty hall .

Lincoln sits before an open window . He 's dishevelled , in shirtsleeves an unbuttoned vest , next to an inkwell , papers and books of law scattered about , and a lit candle in a candlestick , guttering . Grant 's telegraph is in one hand , and in the other hand , his spectacles and , dangling from a chain , his open pocket watch . His bare left foot keeps time with the watch 's loud ticking . He stares out into the cold night .

The room is spare and neat . Nicolay and Hay are asleep in their beds . Lincoln is sitting at the foot of Hay 's bed , spectacles on , reading a petition , the others in his lap , pencil in hand .Hay startles awake , then settles . He 's used to this .Nicolay stirs in the next bed .Nicolay 's asleep again .He signs the pardon . Then he gives Hay 's leg a few hard thwacks and a squeeze . It hurts a little . Hay winces .Putting the rest of the petitions on Hay 's bed , he stands to leave .

Lincoln is seated at Eckert 's desk , shawl wrapped around his shoulders , glasses on ; he stares down into his hat , held between his knees . Homer Bates and Sam Beckwith are waiting for him . Lincoln draws a handwritten note from his hat and carefully unfolds it .Sam Beckwith transcribes Lincoln 's words into code on a pad with a pencil .He stops for a moment . Beckwith waits , pencil poised . Lincoln looks at the note , folds it , tucks it in a band inside his hat .Lincoln places the hat on the floor .Homer does n't get it ; neither does Sam .He looks at his scribbled note , then at Sam and Homer .Beckwith writes as Lincoln dictates .

I'm an engineer. I reckon there's machinery but no one's done the fitting.

The chamber 's noisy and packed . In the balcony 's front row , a wall of newspapermen , notebooks at the ready . TITLE : HOUSE OF REPRESENTATIVES JANUARY 27 Ashley , Colfax , and Stevens approach Stevens 's desk . Colfax nods towards the journalists in the balcony :Stevens sees Mary , with Mrs. Keckley , claiming front seats from two journalists .

Stevens , at the podium , is being challenged by Fernando Wood , standing at his desk .All eyes are on Stevens , the chamber quiet except for a scratching sound : the journalists have begun scribbling .Stevens looks up at the balcony , at the waiting journalists , and Mary , who raises her eyebrows , then at Ashley and Litton at their desks . Seward watches from the balcony . Stevens returns to Wood .Pendleton persists , through cheers and catcalls .Among the amendment 's supporters , including Vintner Litton , a GROUP OF WOMEN SUFFRAGISTS in the balcony , and Elizabeth Keckley , there 's visible , audible shock and dismay at Stevens 's capitulation . Mary 's surprised by Stevens , and impressed .Mary 's startled . Mrs. Keckley leaves the balcony , pushing past journalists . On the floor :General uproar .Ashley sits , nearly weeping with relief , while the chamber explodes : laughter , applause , boos .The journalists pack up their notebooks ; this is fun , but not newsworthy , and only a few bother to record it . Stevens limps out through the aisle to wild Republican applause . He looks up to the balcony ; Mary is looking down approvingly . He looks down before she can see him smile .

Stevens sits on a bench , alone , thinking , troubled . Asa Vintner Litton approaches him .Stevens nods .Stevens nods , then , quietly :

Lincoln and Robert are in the buggy driven by the old soldier ; a young bodyguard soldier sits beside the driver , his rifle uselessly tucked under his legs . Lincoln is on one side reading over a stack of documents . Robert 's on the other side of the buggy , staring sullenly at his feet . The buggy stops outside an army hospital . Lincoln packs up his papers .Stepping out of the buggy , he hands his folio to the bodyguard and enters the army hospital .

He 's met in the antechamber by an ARMY SURGEON .They move into the main ward , Lincoln removing his hat .He walks from bed to bed , shaking hands with each patient . Most are amputees .

Robert , brooding , waits in the buggy . Hearing a creaking , rumbling sound , Robert turns to see TWO BLACK ORDERLIES in grey uniforms wrangling a large top-heavy wheelbarrow , covered with filthy canvas . One orderly pushes while the other keeps the barrow from tipping over . Robert notices , in the barrow 's wake , a trail of blood . He gets out of the buggy and follows as the orderlies turn a corner of the building . Behind the building , where the ground is bare , pitted with puddles of water , Robert watches as the orderlies reach the edge of a shallow pit . One orderly pulls the canvas back , revealing severed legs , arms , hands , rotten , burnt , shattered by bullet or bomb . Robert watches as they toss the remains into the pit . Quicklime is shoveled atop the limbs . Robert walks away , unsteady . Around the corner , he fumbles through his pockets for rolling paper and tobacco . He locates these and tries to focus on rolling a cigarette , his hands shaking . He tries harder to control his hands , his feelings , but he ca n't . He has a panic attack , crying , hiccupy shallow breathing , face flushed . Frustrated , he throws down the cigarette and tries to hold back tears .Robert looks up , mortified , to see Lincoln watching him with concern . He wipes his eyes , his mouth .Lincoln slaps Robert in the face . It shocks them both . Lincoln tries to embrace Robert , but Robert shoulders past him and walks back toward the front of he building . He turns .He hurries away .

Outside , driving rain and wind . Lincoln sits by the window , in his coat , vest and tie , hair combed neatly .Mary sits at her vanity in a beautiful evening dress , pale with rage .Lincoln rises from the window seat , angry .Silence . Then :She opens her mouth to make an angry reply , then stops , and watches as he leaves the room .

Onstage , Gounod 's Faust , Act Three , scene eight , the garden outside Marguerite 's cottage , a gorgeously romantic night . MARGUERITE and FAUST are alone singing . The Lincolns , in their box , watch quietly . Elizabeth Keckley sits next to Mary . Mary turns to Lincoln . They speak in whispers . Mrs. Keckley tries not to listen but she ca n't help hearing what they say .

The carriage has pulled up and Mary is entering the White House . Lincoln helps Mrs. Keckley down from the carriage . She hesitates before proceeding in . Then she faces Lincoln .Lincoln looks at her , considering . Then :

The room is far filthier and more cluttered than before . Bilbo and Latham are playing cards . Schell is asleep in bed .There 's a quick knock on the door .Seward enters , displeased , as they show their cards , laughing .Latham jovially collects his winnings . He stops short when Lincoln steps into the room , cloak and stovepipe , very tall .Schell startles awake as Bilbo puts down his cigar and wipes his hand on his vest .Lincoln sits at the card table .Lincoln nods . He turns to Bilbo .Bilbo , cigar back in mouth , laughs .

Stevens is at his desk , paperwork piled high . There 's a knock at the door .A nervous man enters hesitantly : Alexander Coffroth . Stevens glares at him with what looks like horror . Coffroth 's frightened smile transforms into a rictus of pain . Then :Stevens waves him into a chair .Coffroth does n't know whether to answer . He shakes his head .

No, sir, I was not, um, trounced! Uh, he wants to steal my seat! I did n't lose the election -

I know what I must do, sir! I will immediately become a Republican and vote yes for -

Continue with Lincoln and his operatives around the card table .Schell , Latham and Bilbo exchange looks , then :Lincoln looks up from his notepad , smiling .

Seward sits at his grand desk , looking on with an anxious scowl . Lincoln sits on the edge of Seward 's desk . Yeaman sits in a chair facing him .Lincoln leaves Yeaman , considering .

Lincoln stands in front of William Hutton 's row house , talking to Hutton . The funeral wreath still hangs on the door behind them , displaying the marks of time passing : faded , weatherbeaten , dusty .The door opens slightly behind Hutton . His wife looks out . Hutton exchanges a glance with her , and the door shuts again .Hutton walks slowly back to his house .Lincoln goes back to his buggy . Hutton pauses at his door to watch Lincoln 's buggy drive away .

I ca n't make sense of it, what he died for. Mr. Lincoln, I hate them all, I do, all black people. I am a prejudiced man.

William Hutton, remembering at this moment his beloved brother, Fredrick, votes against the amendment.

Lincoln is seated at the head of the cabinet table along with Seward . Ashley , Preston and Montgomery Blair . Hay and Nicolay sit in their usual chairs .He points around the table at Ashley , Monty , Preston .Lincoln rises , and keeps rising , till he seems eight feet tall .

The chamber is quiet and dark . Pages and clerks prepare the desks , laying out pens and paper , filling inkwells . TITLE : THE MORNING OF THE VOTE JANUARY 31 , 1865 A CLERK is draping red-white-and-blue bunting on the desks of representatives from seceded states . These will of course remain unoccupied during the vote . The first Congressman to arrive , Thaddeus Stevens clumps in . He goes to his desk and sits . He looks around the empty chamber , ready and waiting .

Thaddeus Stevens is at his desk . The House is in session , the floor full of congressmen caucusing and arguing . The balcony 's packed . Mary and Keckley sit at the front , Nicolay and Hay behind them . The Blairs are among other officials , rich people , foreign dignitaries . There 's a sudden quiet , then murmuring . Ashley , Stevens and everyone on the floor look up , Ellis , Hollister , Hutton and Hawkins among these . In the balcony , twenty WELL-TO-DO BLACK PEOPLE , mostly men , are escorted by several Senators , including Sumner and Wade , to a reserved section of the balcony . The black people glance at their surroundings but are rigidly composed . Asa Vintner Litton sees them enter . He looks about , at the representatives caucusing , or staring up at the visitors . Something powerful strikes him . In a voice coarse with emotion , he calls up to the black visitors :There 's tense applause . Some of the black guests bow ; most are n't sure how to respond . Yeaman watches this , deeply moved . Bilbo catches Hawkins 's eye and waves . Hawkins looks anxiously around , blushing . Everyone is seated , and the place is packed . Schuyler Colfax is in his high seat atop the rostrum , the SERGEANT-AT-ARMS to his right . Colfax gavels the House into session . Ashley is at the podium .Cheers , boos , applause .General cheering for this , laughing .Applause , boos . Pendleton , taking the podium , is handed several letters by Wood . He holds them over his head . The chamber 's quiet .The chamber explodes . Through the ensuing ruckus :In the balcony , Hay and Nicolay exchange worried glances .Ashley turns to Stevens : `` DO SOMETHING ! '' as Pendleton 's Democrats begin to chant `` POSTPONE THE VOTE ! '' Mary , worried , looks from Mrs. Keckley to Preston Blair , who is focused on the leader of the conservative Republican representatives , AARON HADDAM ( R , KY ) . Haddam looks up at Preston , awaiting instructions . Democrats and Republicans rush to the Speaker to support or protest the motion . In the balcony , Preston slowly stands , saddened and angry .Preston nods at Haddam : `` Go ahead . '' Haddam rises .The debate swells again as , in the balcony , Schell scribbles in a notebook while Latham whispers furiously in his ear . Latham rips the page out before Schell 's finished ; Bilbo snatches it from him .Bilbo pushes his way out of the balcony . Nicolay , then Hay , follow on his heels . Mary sees this ; she 's concerned .

Gentlemen. The conservative faction of border and western Republicans can not approve this amendment, about which we harbor grave doubts, if a peace offer is being held hostage to its success. Joining with our Democratic colleagues, I second the motion to postpone.

The conservative Republican faction's satisfied, and we thank Mr. Lincoln. I move to table Mr. Wood's motion.

Hay and Nicolay emerge . They see Bilbo running , far ahead . Hay immediately sprints after him and trips . Nicolay continues running .

Bilbo puffs his way across the portico , through the door , and up the stairs . Hay gains on him . It 's become a race ! In the second floor hallway , Bilbo gets winded , and Hay dashes past him . Hay reaches the doors to Lincoln 's office and flings them open .

Lincoln is at his desk , working , when Hay bursts in . Bilbo appears in the doorway , beet-red and gasping for air . Hay 's too winded to speak . Bilbo holds out the note , limp with sweat , and brings it to Lincoln . Lincoln reads it .Tad runs into the room , excited by the commotion . He wraps his arm around his father 's neck , then tears wildly out of the room .As Nicolay heaves into the room in last place , wheezing terribly , Lincoln deliberates for a moment , then writes a note . He blots , folds and hands it to Hay , who immediately reads it , Nicolay looking on .Hay looks at Nicolay , who ca n't speak ; he waves at Hay to speak for him .Nicolay continues gasping , trying to speak . He ca n't .Hay gives Lincoln the note . Lincoln takes it , holding on to Hay 's hand ; with his free hand , Lincoln passes the note to Bilbo .

Bilbo , pushing past the pages , runs in , holding the note , Ashley snatches it , reading as he makes his way to the podium . All eyes are on Ashley .The chamber falls silent .Applause , booing , furious discussion .In the balcony , Mary looks to Mrs. Keckley .Preston , in the balcony , hesitates . He looks at his daughter , who gives him a questioning look : `` Do you want this on your head ? '' Preston does n't . He indicates to Haddam with a small shake of his venerable head : `` Drop it . ''There 's an angry response , but Wood and Pendleton sit , thwarted .The noise of the chamber and balcony reduce to a rumble .Thaddeus Stevens sits silently , tired , concentrated : the moment has come .The chamber is completely silent for the first time .The clerk records his vote .Angry shouts from Ellis 's fellow Democrats , forcing Colfax to gavel for order .JOSIAH BURTON rises to his feet . He is very , very tall and thin .Mary watches from the balcony , pleased , but anxious .Shocked anger from the Democrats . Pendleton starts calculating votes on a sheet of paper . Wood grabs it and begins to calculate more rapidly . In the balcony , Mary keeps track on her own list . She writes carefully next to Roberts 's name : `` 15 TO WIN ''Hollister glowers next to Hutton , who 's silently praying .Hutton looks up from his prayer .

We begin with Connecticut. Mr. Augustus Benjamin, on the matter of this amendment, how say you?

Lincoln watches Tad stacking books to make a fort for his lead toy soldiers .

A field telegraph has been set up near the steps , at the front of the enormous crowd that 's assembled before the Capitol . Poles are held up in the crowd by soldiers along which the telegraph wire is stretched . A soldier stationed at the door of the Capitol relays the vote to another soldier manning the cipher key :The cipher operator instantly transmits .

OFFICERS are crowded in the small room , watching a SERGEANT transcribe as his cipher key clicks .The cipher key clicks again .Grant observes this from the balcony above . Robert , in a captain 's uniform , stands near him . Like his mother , Robert has a scorecard , and he 's keeping track . Grant turns his back on the proceedings to light a cigar . He 's concerned at how close the vote is . Behind him the count CONTINUES :Robert has been looking at Grant ; he returns to his score keeping .

The Clerk continues .Yeaman does n't respond . The silence this causes lengthens , till representatives begin to look to see what 's happened . Yeaman sits , staring ahead , not responding . Thaddeus Stevens , sensing something 's happening , looks in Yeaman 's direction . Yeaman , still staring ahead , mumbles something , but it 's inaudible .Great surprise , loud cheers and angry shouts .Yeaman looks ready to faint . To the consternation of the Democrats , a mob of gleeful Republicans rushes across the aisle that separates the two parties ; they surround Yeaman , shaking his hand , slapping him on the back . Colfax bangs the gavel .Pendleton is speechless . Litton turns to Ashley , both astonished ; Ashley turns to Stevens , who watches , sharp , observant , giving nothing away . Mary updates her tally : `` 8 TO WIN ''Yeaman collapses back into his seat . The room quiets .Hawkins seems to have been startled out of a reverie . Sick with fear , he looks up at the sound of his name . He ca n't speak . Wood and Pendleton watch this , deeply alarmed . Hawkins snaps out of it .A huge reaction to this . LeClerk gapes at Hawkins .LeClerk , seated next to Hawkins and transfixed by his courage , turns dazedly to McPherson .The noise gets wilder . Pendleton fixes LeClerk and Hawkins with a murderous look .Disgust briefly flashing across his face , McPherson crosses out and changes LeClerk 's vote to an abstention . The cheering and booing degenerates to intense argument about what this means for the vote count . In the balcony , Bilbo looks at Hawkins , well-pleased .Coffroth looks towards Stevens , who does n't look at him .Applause . Stevens still does n't look at Coffroth , but , tickled , he grins and nods .

Grant stands with Robert at the balcony rail , waiting .On a nearby board , a large map has been tacked backwards ; on its reverse side , the count is being scrawled by an officer , who marks off the votes in quintiles in columns marked YEA and NAY .

Tad is on Lincoln 's lap . They 're examining a book , the pages of which feature illustrations comparing the varieties of species of insects , zebras , finches .

The room is quiet and tense .Laughter in the chamber . The Clerk tallies the vote , then passes the recorded vote to the Speaker . There 's absolute silence . In the balcony , Mary checks her own tally , not quite believing it .

Lincoln stands , waiting . The only sound is the ticking of the clock . And then the ticking is slowly drowned out as bells begin to peal throughout the city . Lincoln raises the window as Tad rushes to him . The bells are joined by a cannonade . The sound of jubilation fills his office . Lincoln turns from the window to Tad , who stares out eagerly , seeking out the source of the noise . Lincoln puts his hand on Tad 's head . He looks down at his son , silent .

Representatives throw papers in the air , embrace , weep , shout , dance , climb on desks . In the balcony , Mary stands slowly , beyond tears or joy ; Mrs. Keckley stands with her , smiling , crying . Preston Blair applauds vigorously . The black visitors join the general exultation , overwhelmed , some praying , others embracing and weeping . Latham 's , Schell 's and Bilbo 's seats are empty ; they 've gone . Ashley , grinning from ear to ear , tears streaming down his face , is hoisted up on shoulders and marched around the room , as on the floor and in the balcony , people start singing `` The Battle Cry of Freedom . '' Pendleton , with the face of someone who 's seen his world collapse into ruin , walks straight at Yeaman , who 's listening to the singing , deeply moved , his face full of wonder . Pendleton turns , without a word , and leaves the House . Yeaman laughs , and loudly joins in singing . Stevens clumps over to the Clerk of the House , who is placing his tallies and the official copy of the amendment bill in a folio . He looks up .The Clerk hands the bill to Stevens , who folds it and pockets it .Creased , but unharmed .

Celebrating crowds move towards the Mall , singing , carrying placards proclaiming the passage of the amendment . Thaddeus Stevens is hobbling in the opposite direction , making difficult headway against the crowd , pushed and shoved , unrecognized ; he shoves back , his ferocious scowl utterly at odds with the prevailing festive mood . He reaches a modest house , unlocks the door and steps inside .

Stevens is met at the door by LYDIA SMITH , a black woman in her fifties . As she helps him off with his coat , he takes a piece of paper from his pocket .She takes it .

Stevens , in his nightgown , takes off his wig . He 's bald . He lies down in bed . Mrs. Smith is in bed already beside him . She 's holding the paper he gave her .They kiss . He lies back . He grabs her hand .Thaddeus Stevens grins , nods , thinking , eyes sparkling .

You ca n't bring your housekeeper to the House. I wo n't give them gossip.

Adopted. `` An Amendment to the Constitution of the United States. Section One : Neither slavery nor involuntary servitude, except as a punishment for crime whereof the party shall have been duly convicted, shall exist within the United States, or any place subject to their jurisdiction.''

`` Congress shall have power to enforce this amendment by appropriate legislation.''

VIRGINIA - LATE AFTERNOONSailors cheer Lincoln 's arrival . Lincoln walks across the gangway . Seward greets him amidst the cheers .

VIRGINIA - DAY Lincoln , Seward and the commissioners are seated . Seward looks concerned at Lincoln 's fatigue .Silence .

This is the arrogant demand of a conqueror for a humiliating, ABJECT -

Come sir, spare us at least these pieties. Did you defeat us with ballots?

Like a vision of apocalypse , a city on the banks of a broad river is being consumed in a hellish fire , as artillery shells rend the dark sky asunder , raining down destruction .

The morning is grey , and a dense fog covers a vast field . Lincoln , his stovepipe hat atop his head , is mounted on a horse on a rise at one end of the field . Behind him , several UNION OFFICERS are also mounted . It 's chilly ; the breath of the men and the horses is visible . TITLE : OUTSIDE PETERSBURG , VIRGINIA APRIL 3 Lincoln flicks the reins of his horse , which starts down the slope . The officers follow behind him . No one speaks . Lincoln rides slowly , his focus on the ground before him . Debris is scattered all around him , along with the bodies of fallen soldiers . He looks up and across the battlefield ; a terrible battle has concluded a couple of hours ago . Looking down , as he rides , he sees soldiers killed by artillery fire , whose bodies lie twisted , burned , headless , limbless , torn in two , blown out of their clothing or charred too badly to tell . He sees soldiers killed by rifle and bayonet , whose corpses are intact . At the beginning of his ride , all the dead and wounded are in Union blue , the casualties of Confederate cannon fire , felled as the Union army , about six hours earlier , began its final , successful drive to break through Confederate lines . As Lincoln and his escorts move across the battlefield , grey and blue uniformed corpses and badly wounded men intermingle . He reaches the other side of the field , passing a Confederate flag to enter the now-ruined town of Petersburg .

HEADQUARTERS , ON MARKET STREET , PETERSBURG - MORNINGGrant , smoking his cigar , his uniform dusty and rumpled , is sitting on the small porch . He stares piercingly at Lincoln , in a rocker next to him , watching his troops pass by as they move in to secure the conquered town . Lincoln closes his eyes . He has grown older , the skin around his eyes is cobwebbed with fine creases , and his hair 's thinner , softer , suffused with grey . His brow has grown smoother .

AFTERNOON OFFICERS OF THE CONFEDERATE AND UNION ARMY stand around in the afternoon sun . Everyone 's solemn , even stunned by what 's just happened . No one is speaking . TITLE : APPOMATTOX COURTHOUSE , VIRGINIA APRIL 9 , 1865 ROBERT E. LEE comes down the steps of the McLean house , as a CONFEDERATE OFFICER brings his horse to him . His face is blank . Lee mounts his waiting horse . Lee should leave , having just surrendered to Grant inside ; but he 's immobile . Some of the officers of both sides look at Lee , some ca n't bear it . Lee tries out various expressions : pride , defiance , blankness . Grant stomps onto the porch of the house , followed by his staff . Among them is Robert Lincoln . Grant , lost in thought , stops , taken aback , realizing that Lee 's still there , astride his horse . Everyone looks at the two men who look awkwardly at one another . Then Grant removes his famous slouch hat . Everyone freezes for a moment , and then one by one , the officers of the Union Army remove their hats . Lee is visibly moved by this gesture of respect . He raises his hat , briefly , only an inch from his head . Then , pulling slightly on his horse 's reins , he rides away .

A beautiful spring afternoon . Lincoln and Mary are riding in the buggy , driven by the old soldier .She seems sadder . They ride in silence .She nods ; then , tenderly :

Lincoln 's in the shirtsleeves and vest of his formal evening wear , his hair brushed down and plastered in place . William Slade is working the tie and gloves . James Ashley and Schuyler Colfax stand with him , holding glasses of scotch whiskey . Slade waits with Lincoln 's coat , clothes brush , the stovepipe hat and gloves on the table . John Hay tears down several of the military maps , heavily marked , from the bookcases where they 're tacked . He drops these on the floor . As they watch Hay :They laugh . There 's a knock on the door ; Nicolay enters .Lincoln nods . Slade enters with Lincoln 's hat , coat , and gloves . Lincoln begins to dress hurriedly .Slade hands Lincoln his gloves as Colfax and Ashley drain their drinks and rise .He leaves the room .

CONTINUOUS On the way out , Lincoln tosses the gloves on a side table . Slade grabs them , considers chasing after Lincoln , then thinks better of it . He walks back towards the office . Then some strange feeling stops him , and he turns around again . Lincoln is walking away , past the petitioners ' chairs , down the empty hallway . Slade watches till Lincoln turns the corner , and he 's gone .

The theater is adorned with patriotic bunting . Onstage , a Caliph 's palace . A YOUNG MAN duels with scimitars against a huge , hideous AFRIT . A YOUNG WOMAN in chains cowers in distress . The young man gymnastically avoids being killed , then plunges his scimitar into the afrit 's heart . The demon screams and topples to the ground . The audience gasps as a flame-colored , bejewelled bird rises up from the dead afrit 's heart . The audience applauds . In the center box , Tad Lincoln is joining in , as is his companion for the evening , Tom Pendel . Onstage , the bird flies off , the young man is freeing the young woman , when the scene is halted by the red curtain lowering , surprising actors and audience . The music dies , the gas lights in the house are being raised as the owner of the theater , LEONARD GROVER , steps out before the curtain and walks to the center of the stage , pale and badly shaken . In the box , Tom Pendel glances quickly at Tad , who 's fixed on the stage , eyes open , alarmed . The audience knows something 's wrong . Their rising murmur of concern dies immediately when Grover raises his hands .There are screams of horror from the audience ; people leap from their seats .The theater is a scene of complete pandemonium . People cry , jam the aisles , call to each other across rows of seats , shout questions at Grover , who 's calling for calm , inaudible in the uproar . Tom Pendel is frozen in shock , then turns to draw Tad close to him . Tad pulls away and begins shrieking , clinging to the railing so tightly that Pendel ca n't pry him loose . Tad ca n't stop screaming , his eyes wide open , seeing nothing .

Mary is gently escorted into a tiny room . A small , hissing gas jet in the wall bathes the scene with green light . Stanton , Speed , GENERAL HENRY HALLECK and a MINISTER , are standing . Welles sits by the head of the bed . DR. CHARLES LEALE , a young army surgeon , and DR. ROBERT STONE , the Lincoln family 's doctor , stand uselessly by the foot of the bed , while DR. JOSEPH BARNES , the Surgeon General , listens to Lincoln 's faint breathing . Robert , in uniform , red-eyed , pale as a ghost , sits at the bedside and stares at his father , barely breathing . Lincoln lies in a crooked diagonal , his knees bent , on a bed he 's too tall to fit properly , clad only in a nightshirt . Barnes moves his head closer , then closer . The room is utterly still . Barnes takes out his watch , looks at the time , softly clears his throat .Stanton looks at Lincoln 's body .Robert begins to weep .

It's 7:22 in the morning, Saturday the 15th of April. It's all over. The President is no more. No one talks, or moves.

Lincoln , wearing spectacles , stands at a podium before the Capitol Dome , still under scaffolding , under cloudy skies . He reads from the two pages .He glances at his audience : 40,000 people from all over the country , wounded soldiers , civilians in black . And for the first time , in the crowd , not at its edges , hundreds of African Americans , civilians and soldiers .FADE TO BLACK .THE END

`` The whole conviction of my life now rests upon the belief that loneliness , far from being a rare and curious phenomenon , is the central and inevitable fact of human existence . '' -- Thomas Wolfe , `` God 's Lonely Man '' CREDITS CREDITS appear over scenes from MANHATTAN NIGHTLIFE . The snow has melted , it is spring . A rainy , slick , wet miserable night in Manhattan 's theatre district . Cabs and umbrellas are congested everywhere ; well-dressed pedestrians are pushing , running , waving down taxis . The high-class theatre patrons crowding out of the midtown shows are shocked to find that the same rain that falls on the poor and common is also falling on them . The unremitting SOUNDS of HONKING and SHOUTING play against the dull pitter-patter of rain . The glare of yellow , red and green lights reflects off the pavements and autos . `` When it rains , the boss of the city is the taxi driver '' - so goes the cabbie 's maxim , proven true by this particular night 's activity . Only the taxis seem to rise above the situation : They glide effortlessly through the rain and traffic , picking up whom they choose , going where they please . Further uptown , the crowds are neither so frantic nor so glittering . The rain also falls on the street bums and aged poor . Junkies still stand around on rainy street corners , hookers still prowl rainy sidewalks . And the taxis service them too . All through the CREDITS the exterior sounds are muted , as if coming from a distant room or storefront around the corner . The listener is at a safe but privileged distance . After examining various strata of Manhattan nightlife , CAMERA begins to CLOSE IN on one particular taxi , and it is assumed that this taxi is being driven by TRAVIS BICKLE .END CREDITSTRAVIS BICKLE , age 26 , lean , hard , the consummate loner . On the surface he appears good-looking , even handsome ; he has a quiet steady look and a disarming smile which flashes from nowhere , lighting up his whole face . But behind that smile , around his dark eyes , in his gaunt cheeks , one can see the ominous stains caused by a life of private fear , emptiness and loneliness . He seems to have wandered in from a land where it is always cold , a country where the inhabitants seldom speak . The head moves , the expression changes , but the eyes remain ever-fixed , unblinking , piercing empty space . Travis is now drifting in and out of the New York City night life , a dark shadow among darker shadows . Not noticed , no reason to be noticed , Travis is one with his surroundings . He wears rider jeans , cowboy boots , a plaid western shirt and a worn beige Army jacket with a patch reading , `` King Kong Company 1968-70 '' . He has the smell of sex about him : Sick sex , repressed sex , lonely sex , but sex nonetheless . He is a raw male force , driving forward ; toward what , one can not tell . Then one looks closer and sees the evitable . The clock sprig can not be wound continually tighter . As the earth moves toward the sun , Travis Bickle moves toward violence . FILM OPENS onsign above driveway reads , `` Taxi Enter Here '' . Yellow cabs scuttle in and out . It is WINTER , snow is piled on the curbs , the wind is howling . INSIDE GARAGE are parked row upon row of multi-colored taxis . Echoing SOUNDS of cabs idling , cabbies talking . Steamy breath and exhaust fill the air .

Lettering on ajar door reads : PERSONAL OFFICE Marvis Cab Company Blue and White Cab Co. Acme Taxi Dependable Taxi Services JRB Cab Company Speedo Taxi Service SOUND of office busywork : shuffling , typing , arguing . PERSONAL OFFICE is a cluttered disarray . Sheets with heading `` Marvis , B & W , Acme '' and so forth are tacked to crumbling plaster wall : It is March . Desk is cluttered with forms , reports and an old upright Royal typewriter . Dishelved middle-aged New Yorker looks up from the desk . We CUT IN to ongoing conversation between the middle-aged PERSONNEL OFFICER and a YOUNG MAN standing in front on his desk . The young man is TRAVIS BICKLE . He wears his jeans , boots and Army jacket . He takes a drag off his unfiltered cigarette . The PERSONNEL OFFICER is beat and exhausted : he arrives at work exhausted . TRAVIS is something else again . His intense steely gaze is enough to jar even the PERSONNEL OFFICER out of his workaday boredom .The PERSONNEL OFFICER , though officious , is mildly probing and curious . TRAVIS is a cipher , cold and distant . He speaks as if his mind does n't know what his mouth is saying .A thin smile cracks almost indiscernibly across TRAVIS ' lips .CUT TO :

I ride around nights mostly. Subways, buses. See things. Figur'd I might as well get paid for it.

You kiddin? Who else would hack through South Bronx or Harlem at night?

Hell, we ai n't that much fussy anyway. There's always opening on one fleet or another.

Fill out these forms and give them to the girl at the desk, and leave your phone number. You got ta phone?

May 10, 1972. Thank God for the rain which has helped wash the garbage and trash off the sidewalks.

I'm working a single now, which means stretch-shifts, six to six, sometimes six to eight in the a.m., six days a week.

It's a hustle, but it keeps me busy. I can take in three to three-fifty a week, more with skims.

They're all animals anyway. All the animals come out at night : Whores, skunk pussies, buggers, queens, fairies, dopers, junkies, sick, venal.

Someday a real rain will come and wash all this scum off the streets.

I work the whole city, up, down, do n't make no difference to me - does to some.

Some wo n't take spooks - Hell, do n't make no difference tom me.

Each night when I return the cab to the garage I have to clean the come off the back seat. Some nights I clean off the blood.

Twelve hours of work and I still can not sleep. The days dwindle on forever and do not end.

All my life needed was a sense of direction, a sense of someplace to go. I do not believe one should devote his life to morbid self- attention, but should become a person like other people.

I first saw her at Palantine Campaign Headquarters at 58th and Broadway. She was wearing a yellow dress, answering the phone at her desk.

She appeared like an angel out of this open sewer. Out of this filthy mass. She is alone : They can not touch her.

Some fleet driver for Bell just cut up. Just heard it on the radio.

Some fleet driver for Bell just got cut up. Just heard it on the radio.

Oh, I think he's a wonderful man. Make a great, great President.

Welfare, mam? I think the Senator's right. People should work for a living. I do. I like to work. Every day. Get those old coots off welfare and make'em work for a change.

If you do n't mind, mam, I'd be mighty pleased if you'd go out and have some coffee and pie with me.

Well, Betsy mam, I drive by this place here in my taxi many times a day. And I watch you sitting here at this big long desk with these telephones, and I say to myself, that's a lonely girl. She needs a friend. And I'm gon na be her friend.

It's just to the corner, mam. In broad daytime. Nothing can happen. I'll be there to protect you.

Oh, I appreciate that, Betsy mam. I'll be here at four o'clock exactly.

April 26, 1972. Four o'clock p.m. I took Betsy to the Mayfair Coffee Shop on Broadway...

I had black coffee and apple pie with a slice of melted yellow cheese. I think that was a good selection. Betsy had coffee and a fruit salad dish. She could have had anything she wanted.

I know what you mean. I've got the same problems. I just ca n't get things organized. Little things, I mean. Like my room, my possessions. I should get one of those signs that says, `` One of these days I'm Gon na Organezizied''.

I had a regular job for a while, days. You know, doin' this, doin' that. But I did n't have anything to do at night. I got kinda lonely, you know, just wandering around. So I decided to works nights. It ai n't good to be alone, you know.

In a cab you get to meet people. You meet lotsa people. It's good for you.

He'd been shot. I did n't know that. He just crawled into the back seat, said `` West 45th Street'' and conked out.

I shot the meter off, for one thing. I knew I was n't goimg to get paid. Then I dropped him off at the cop shop. They took him.

Oh, you see lots of freaky stuff in a cab. Especially when the moon's out.

The full moon. One night I had three or four weirdoes in a row and I looked up and, sure enough, there it was - the full moon.

Oh, yeah. People will do anything in front of a taxi driver. I mean anything. People too cheap to rent a hotel room, people scoring dope, people shooting up, people who want to embarrass you.

It's like you're not even there, not even a person. Nobody knows you.

No. It was you. You had some manila folders and a pink bag from Saks.

If it was n't for a drunk I would have picked you up. He wanted to go to the DMZ.

South Bronx. The worst. I tried to ditch him, but he was already in the cab, so I had to take him. That's the law. Otherwise I would have picked you up.

You'd be surprised how often you see the same people, get the same fare. People have patterns. They do more or less the same things every day. I can tell.

I did n't mean you. But just ordinary people. A guy I know - Dough-Boy - met his wife that way. They got to talking. She said she usually caught the bus so he started picking her up at the bus stop, taking her home with the flag up.

I got this guy who makes lasers. Not regular lasers, not the big kind. Little lasers, pocket sized, small enough to clip your belt like a transistor radio, like a gun, you know. Like a ray gun. Zap.

I work a single, which means there's no replacement - no second man on the cab. Six to six, sometimes eight. Seventy-two hours a week.

Sometimes 76 or 80. Sometimes I squeeze a few more hours in the morning. Eighty miles a day, a hundred miles a night.

I did n't mean that, Travis. Just the part about the contradiction.

You work at night, you get an instinct. You can smell them. The big tippers, the stiffs, the trouble makers. Quarter is good tip for Manhattan. Queens is better, Brooklyn is best. go for the guys with suitcases. The rich are the worst tippers, hooks are lousy. Spooks are okay, but they do n't live at Park Ave after all.

I called Betsy again at her office, and she said maybe we could go to a movie together after she gets off work tomorrow. That's my day off. At first she hesitated, but I called her again and she agreed.

Betsy. Betsy what? I forgot to ask her last name again. Damn. I've got to remember stuff like that.

Well, I'm one of your biggest supporters. I tell everybody that comes in this cab that they should vote for you.

I'm sure you'll win, sir. Everybody I know is going to vote for you.

I was going to put one of your stickers on my taxi but the company said it was against their policy.

Well, he should clean up this city here. It's full of filth and scum. Scum and filth. It's like an open sewer. I can hardly take it.

Some days I go out and smell it then I get headaches that just stay and never go away. We need a President that would clean up this whole mess. Flush it out. Palantine is not a Hubert Humphrey-type professional bullshitter, and Travis' intense reply stops him dead in his tracks. He is forced to fall back on a stock answer but tries to give it some meaning.

Yeah, well my stereo player is broke. But I'm sure the record is OK.

No, these are the kind that couples go to. They're not like the other movies. All kinds of couples go. Honest. I've seen them.

We can go to another movie if you like, I do n't care. I got money. There's plenty...

... there's plenty of movies around here. I have n't seen any of them, but I'm sure they're good.

... one day indistinguishable from the next, a long continuous chain, then suddenly - there is a change.

But after the first call, she would no longer come to the phone.

I also sent flowers with no luck. I should not dwell on such things, but set them behind me. The smell of the flowers only made me sicker. The headaches got worse I think I've got stomach cancer. I should not complain so. `` You're only as healthy as you feel.''

I realize now how much she is like the others, so cold and distant. Many people are like that. They're like a union.

May 29, 1972. I must get in shape. Too much sitting has ruined my body. Twenty-five push-ups each morning, one hundred sit-ups, one hundred knee-bends. I have quit smoking.

My body fights me always. It wo n't work, it wo n't sleep, it wo n't shit, it wo n't eat.

... for some time. True Force. All the king's men can not put it back together again.

... who would n't take it any more, a man who stood up against the scum, the cunts, the dogs, the filth. Here is...

You're gon na have to cover me on this one,'Melio. I ca n't stay for the cop show.

The hell I ca n't. It's no sweat for you. What is this for you, number five?

I wanted to ask you something, on account you've been around so long.

Sometimes it gets so I just do n't know what I'm gon na do. I get some real crazy ideas, you know? Just go out and do somethin.

I've seen a lot of suspicious- looking people around here today.

Oh, lots. I do n't know where they all are now. There used to be one standing over there.

My name is Henry Krinkle -- that's with a `` K.'' K-R-I-N-K-L-E. I live at 13 1/2 Hopper Avenue, Fair Lawn, New Jersey. Zip code 07410.

Dear Father and Mother, June is the month, I remember, which brings not only your wedding anniversary, but also Father's Day and Mother's birthday. I'm sorry I ca n't remember the exact dates, but I hope this card will take care of all of them. I'm sorry I again can not send you my address like I promised to last year, but the sensitive nature of my work for the Army demands utmost secrecy. I know you will understand. I am healthy and well and making lots of money. I have been going with a girl for several months and I know you would be proud if you could see her.

I hope this card finds you all well, as it does me. I hope no one has died. Do n't worry about me. One day there will be a knock on the door and it will be me. Love, Travis.

You tried to run away in my taxi but your friend -- Sport -- would n't let you.

But you're the one that wanted to get away. You're the one that came into my cab.

Here's the twenty bucks, old man. You better damn well spend it right.

I ai n't ever been there, but it do n't seem like such a bad place.

But you ca n't live like this. It's hell. Girls should live at home.

Young girls are supposed to dress up, go to school, play with boys, you know, that kinda stuff. Iris places a large gob of jam on her unbuttered toast and folds the bread over like a hotdog.

At least I do n't walk the streets like a skunk pussy. I do n't screw and fuck with killers and junkies.

I never been to a commune. I do n't know. I saw pictures in a magazine, and it did n't look very clean to me.

I ca n't say -- it's top secret. I'm doing something for the Army. The cab thing is just part time.

You ca n't leave'em to do the same to other girls. You should get rid of them.

Well, Iris, I look at it this way. A lot of girls come into my cab, some of them very beautiful. And I figure all day long men have been after them : trying to touch them, talk to them, ask them out. And they hate it. So I figure the best I can do for them is not bother them at all. So I do n't say a thing. I pretend I'm not even there. I figure they'll understand that and appreciate me for it.

I think you should go home, but otherwise I think you should go. It would be great for you. You have to get away from here. The city's a sewer, you got ta get out of it.

I'll give you the money to go. I do n't want you to take any from those guys.

My whole life has pointed in one direction. I see that now. There never has been any choice for me.

Loneliness has followed me all my life. The life of loneliness pursues me wherever I go : in bars, cars, coffee shops, theaters, stores, sidewalks. There is no escape. I am God's lonely man.

I am not a fool. I will no longer fool myself. I will no longer let myself fall apart, become a joke and object of ridicule. I know there is no longer any hope. I can not continue this hollow, empty fight. I must sleep. What hope is there for me?

Oh, I got over that. It was nothing, really. The papers always blow these things up.

A little stiffness. That'll go away. I just sleep more, that's all.

CAMERA PANS SILENTLY across INT . room , indicating this is not a new scene . TRAVIS is sitting at plain table writing . He wears shirt , jeans , boots . An unfiltered cigarette rests in a bent coffee can ash tray . CLOSE UP of notebook . It is a plain lined dimestore notebook and the words TRAVIS is writing with a stubby pencil are those he is saying . The columns are straight , disciplined . Some of the writing is in pencil , some in ink . The handwriting is jagged . CAMERA continues to PAN , examining TRAVIS ' apartment . It is unusual , to say the least : A ratty old mattress is thrown against one wall . The floor is littered with old newspapers , worn and unfolded streets maps and pornography . The pornography is of the sort that looks cheap but costs $ 10 a threw - black and white photos of naked women tied and gagged with black leather straps and clothesline . There is no furniture other than the rickety chair and table . A beat-up portable TV rests on an upright melon crate . The red silk mass in another corner looks like a Vietnamese flag . Indecipherable words , figures , numbers are scribbled on the plain plaster walls . Ragged black wires dangle from the wall where the telephone once hung . He is reading from a haphazard personal diary .CUT TO :

Travis 's yellow taxi pulls in foreground . On left rear door are lettered the words `` Dependable Taxi Service '' . We are somewhere on the upper fifties on Fifth Ave . The rain has not let up . An ELDERLY WOMAN climbs in the right rear door , crushing her umbrella . Travis waits a moment , then pulls away from the curb with a start . Later , we see Travis ' taxi speeding down the rain-slicked avenue . The action is periodically accompanied by Travis ' narration .It 's EARLY MORNING : 6 a.m . The air is clean and fresh and the streets nearly deserted . TRAVIS ' POV of sleazy midtown side street : Bums , hookers , junkies . A MAN IN BUSINESS SUIT hails Travis to the curb . MAN IN BUSINESS SUIT , now seated in back seat , speaks up :On seat next to TRAVIS is half-eaten cheeseburger and order of french fries . He puts his cigarette down and gulps as he answers :TRAVIS pulls to the curb . The BUSINESS MAN stuffs a dollar bill into the pay drawer and jumps out of the cab . He turns to hail another taxi .Travis writes up his trip card and drives away . It is LATER THAT NIGHT . The rain has turned to drizzle . Travis drives trough another section of Manhattan .STREETSIDE : TRAVIS ' P.O.V . Black PROSTITUTE wearing white vinyl boots , leopard-skin mini-skirt and blond wig hails taxi . On her arm hangs half-drunk seedy EXECUTIVE TYPE . TRAVIS pulls over . PROSTITUTE and JOHN climb into back seat . TRAVIS checks out the action in rear view mirror .TRAVIS ' taxi drives through Central Park . GRUNTS , GROANS coming from back seat . HOOKER and JOHN going at it in back seat . He 's having a hard time and she 's probably trying to get him to come off manually .TRAVIS stares blankly ahead .CUT TO :

Listen - I mean I just saw the needle of the Empire State Building. You ca n't see it for the fog!

The Empire State in fog means something, do n't it? Do you know, or do n't you? What is your number, cabbie?

Well, you should know, damn it, or who else would know? Pull over right here.

Why do n't you stick your goddamn head out of the goddamn window once in a while and find out about the goddamn fog!

stall . TRAVIS reaches across the cab and extracts a small vial of bennies from the glove compartment . TRAVIS stands next to the cab , straightens his back , and tucks the bottle of pills into his jacket pocket . He lowers his head , looks into back seat , opens rear door and bends inside . He shakes a cigarette out of his pack of camels and lights it . SLIGHT TIMECUT : TRAVIS books it at garage office . Old , rotting slabs of wood are screwed to a grey crumbling concrete wall . Each available space is covered with hand- lettered signs , time schedules , check-out sheets , memos . The signs read : BE ALERT ! ! THE SAFE DRIVER IS ALWAYS READY FOR THE UNEXPECTED SLOW DOWN AND GAUGE SPEED TO ROAD CONDITIONS YOU CA N'T STOP ON A DIME ! ALL NIGHT DRIVERS HAVING PERSONAL INJURY ACCIDENTS MUST PHONE IN AT ONCE TO JUDSON 2-3410 AND MUST FILE A REPORT Promptly AT 9 AM THE FOLLOWING MORNING AT 43 W. 61st . A half dozen haggard cabbies hang around the office . Their shirts are wrinkle , their heads dropping , the mouths incessantly chattering . We pick up snatches of cabbie small talk :Travis hands his trip sheet to a CAB OFFICIAL , nods slightly , turns and walks toward the door . OUTSIDE , TRAVIS walks pleasantly down Broadway , his hands in his jacket pockets . The sidewalks are deserted , except for diligent fruit and vegetable VENDORS setting up their stalls . He takes a deep breath of fresh air , pulls a white pill from his pocket , pops it into his mouth . Travis turns a corner , keeps walking . Ahead of him is a 24- hour PORNO THEATRE . The theatre , a blaze of cheap day-glow reds and yellows , is an offense to the clear , crisp morning air . The permanent lettering reads , `` Adam Theatre , 16mm Sound Features '' . Underneath , today 's feature are hand- lettered : `` Six-Day Cruise '' and `` Beaver Dam '' . Travis stops at the box office , purchases a ticket , and walks in .

... hadda piss like a bull steer, so I pull over on 10th Ave, yank up the hood and do the engine job.

There I am with my dong in my hand when a guy come up and asks if I need any help. Just checking the battery, I says, and, meanwhile...

If he thinks I'm going up into The Jungle this time of night, he can shove it.

Fuck that Violets First. Fucking saddle horse. No, no, the OTB. Fuck them. No, it was TKR. TCR and I'da made seven fucking grand. Fuck them too. Alright, what about the second race?

Over at Love, this hooker took on the whole garage. Blew the whole fucking joint and they would n't even let her use the drinking fountain.

Travis stands in the aisle for a moment . He turns around , walking back toward the concession stand .CONCESSION STANDA plain dumpy-looking GIRL sits listlessly on a stool behind the shabby concession stand . A plaster-of-Paris Venus de Milo sits atop a piece of purple velvet cloth on the counter . The SOUND of the feature drones in the background .Travis rests his elbow on the counter , looking at the Girl . He is obviously trying to be friendly - no easy task for him . God knows he needs a friend .Travis lays two dollar bills on the counter .

No, no, it's alright. I'll have a big Coca-Cola - without ice - and a large buttered popcorn, and...

... some of them chocolate covered malted milk balls... and ju-jukes, a box. They last.

We do n't have ju-jukes. We do n't have Coca-Cola. We only got Royal Crown Cola.

Slight TIMECUT to Travis sitting in theatre , drinking his Royal Crown Cola , eating his popcorn and milk balls . His eyes are fixed on the screen . A MALE VOICE emanates from the screen :Male Voice yields to Travis ' monotone narration .FADE TO :

The Headquarters of the `` New Yorkers for Charles Palantine for President Committee '' , located at the corner of 50th Street and Broadway , are festooned in traditional red , white and blue banners , ribbons and signs . One large sign proclaims `` Palantine '' . Another sign reads `` Register for New York Primary , July 20 . `` . The smiling middle-aged face of Charles Palantine keeps watch over the bustling pedestrians . It is LATE AFTERNOON .INSIDE HEADQUARTERSA variety of YOUNG WORKERS joke and chatter as they labor through stacks of papers . The room is pierced with the sound of ringing phones . Seen from a distance - the only way Travis can see them - those are America 's chosen youth : Healthy , energetic , well- groomed , attractive , all recruited from the bucolic fields of Massachusetts and Connecticut . CAMERA FAVORS BETSY , about 25 , an extremely attractive woman sitting at the reception desk between two phones and several stacks of papers . Her attractions , however , are more than skin deep . Beneath that Cover Girl facial there is a keen , though highly specialized sensibility : Her eyes scan every man who passes her desk as her mind computes his desirability : Political , intellectual , sexual , emotional , material . Simple pose and status do not impress her ; she seeks out the extraordinary qualities in men . She is , in other words , star-fucker of the highest order . Betsy , putting down the phone , calls TOM , a lanky , amiable and modishly long-haired campaign workder over to her desk :Tom is pleasant and good-looking , but lacks those special qualities which interest Betsy . He gets nowhere with Betsy - yet he keeps trying . Just another of those routine office flirtations which pass the hours and free the fantasies .Betsy looks toward the street , then back at Tom .Betsy 's attention is being distracted by something she sees across the street . She puts on her glasses and looks out across the street again .Travis ' cold piercingly eyes Stare out from his cab parked across the street from Palantine Headquarters . He is like a lone wolf watching the warm campfires of civilization from a distance . A thin red dot glows from his cigarette . Tom exchanges Travis ' gaze .As Tom walks toward front door Betsy 's eyes alternate between him and the position where Travis sits .

I think this canvas report is about ready to go out. Check it out with Andy, and if he okays if, have a copy made for the campaign headquarters in every county.

The senator's white paper is almost ready, Bets. Should we wait for that?

Andy usually just sends those to the national media. The local press does n't know what to do with a position paper until UPI and AP tell them anyway.

I think we should try to get maximum coverage for this new mandatory welfare program. Push the issues.

First push the man, then the issue. Senator Palantine is first of all a dynamic man, an intelligent, interesting, fascinating man.

Well, for Christsakes, you sound like you're selling... I do n't know what... cars... not issues.

Maybe if you'd try thinking once in a while, you'd get somewhere.

Alright, now. You want to know why CBS has the highest ratings? You their news is any different from NBC, ABC? It's all the same news. Same stories. Same order usually. What, you thought they had good news for people, right? You thought that's why people watched CBS? I'll tell you why people watch CBS. Cronkite. The man. You got it? Not the news, not the issues, the man. If Walter Cronkite told people to eat soap, they'd do it. We are selling cars, goddamn it.

That's the last. The finish. Period. Some pople can learn. Some people ca n't. And you wonder why we never get serious -- --

Sure we could run him. You realize he's already of his block association.

No. I just wanted to see if you could light it that way. The guy at the newsstand can.

As I said, he is n't Italian. Besides, I thought they just killed them.

First, he's not Italian. Second he's not a thief. I noticed the fingers when he was getting my change - the right change. Two of his fingers are missing. Just stubs. Like they were blown away. I was putting my change in my purse when I saw him get out a cigarette. I could n't help watching. I was dying to see how he'd light it.

No, this is young - well, I'm never sure how old Black people are - but, anyway, he is n't old. That's for sure.

Charles Palantine. The man you want to volunteer to help elect president.

Well, that's not exactly what the Senator has proposed. You might not want to canvass, but there is plenty more other work we need done : Office work, filing, poster hanging.

All right. I'm taking a break at four o'clock. If you're here then we'll go to the corner and have some coffee and pie.

We've signed up 15.000 Palantine volunteers in New York so far. The organizational problems are becoming just staggering.

Three in the morning? I do n't think so. I have to go to bed early. I work days. It must have been somebody else.

You're right! Now I remember! It was after the Western regional planners were in town and the meeting went late. The next day I was completely bushed. It was unbelievable.

That's very romantic. Some of your fares must be interesting. See any stars, politicians, deliver any babies yet?

That song by Kris Kristofferson, where it's said `` Like a pusher, party truth, partly ficition, a walking contradiction''.

Your stereo broke? God, I could hardly stand that. I live on music.

If you just wanted to fuck, why did n't you just come right out and say it?

No, Travis. You're a sweet guy and all that, but I think this is it. I'm going home.

No, I do n't feel so good. We're just two very different kinds of people, that's all.

It's very simple. You go your way, I'll go mine. Thanks anyway, Travis.

I'm great. Always set my fingers on fire. If you want to see another trick. I do this thing with my nose.

Well, If he had been Italian, they could have been shot off. Sometimes the mob does that to teach guys a lesson, If they blow a job or something.

Do n't be naive. They ca n't kill everybody. They have different punishments for different things. Like, if they kill a stool pidgeon, they leave a canary on the body. It's symbolic.

I do n't know. Maybe they do n't leave a canary. Do n't be technical. What I'm saying is if this newsstand guy's Italian and his fingers are gone, maybe he's a thief.

I know that guy. His hand looks like a paw. An old Black guy, the newsstand at -

It's 12:30 now. You'll have fifteen minutes before the actual luncheon begins.

No, over further - get your glasses - yes, over there. Is n't that little guy the same guy that was bugging you around the office about a month ago?

Now look more closely. Look around the eyes and chin. See? See there?

C'mon, Senator. That was a class dinner. The St. Regis is a class joint. That was veal.

Those TV cameras do. I caught the rally on CBS. You looked a little paunchy.

Tom strides out the front door and walks briskly across the street toward Travis ' taxi . Travis spots Tom walking toward him and quickly stares up his cab , then squeals off in a burst of billowing exhaust . Tom watches the speeding taxi quizzically . Travis ' taxi continues down Broadway .CUT TO :

He lies on his mattress at the ceiling . He is fully clothed and appears deep in thought . Near his mattress rest several medications : A large bottle of vitamin pills , two smaller bottles of pills , a bottle of peach-flavored brandy .

Travis ' taxi is driving down Broadway with the `` Off Duty '' sign on . POV TRACKING SHOT down Broadway . CAMERA stops at Palantine Campaign Headquarters . A few WORKERS remain in the office . Betsy 's desk is vacant .

CAMERA TRACKS with crowded mass of MANHATTANITES as they ooze through the sidewalks toward their various destination . Individuals are indiscernible : It is simply a congested mass .Suddenly : Cut of the congested human mass , IN SLOWING MOTION , appears the slender figure of BETSY in a stylish yellow dress . The crowd parts like the Red Sea , and there she is : Walking all alone , untouched by the crowd , suspended in space and time .

He is at the table , writing in his diary . CLOSEUP - His stubby pencil rests on the word `` her '' .CUT TO :It is 3:30 IN THE MORNING in a bacon-shaped all night WEST SIDE REATAURANT . The thick smell hangs in the air - fried grease , smoke , sweat , regurgitated wine . Whatever does n't flush away in New York at night turns up in places like this . A burly grease-stained COOK stands over the grill . A JUNKIE shuffles from one side of the door to another . Slouched over the small four-person formica tables are several WELL-DRESSED BLACKS ( too well-dressed for this time and place ) , a cluster of STREET PEOPLE and a lost OLD COOT who hangs onto his cup of coffee as if it were his last possession . The restaurant , brightly lit , perfectly conveys the image urban plasticity - without the slightest hint of an accompanying cleanliness . Toward the rear of the restaurant sit three cabbies : WIZARD , a worn man about fifty , DOUGH-BOY , younger family man , CHARLIE T. , fourtyish Black . Wizard is telling Dough-Boy a story . Charlie T. , his elbows popped against table top , is not listening . He stares silently down at a plate of cold scrambled eggs and a Racing Forum . His eyes may not be open .Travis appears at the door . He has to push aside the JUNKIES to enter without making physical contact - something Travis would not relish . He may be repulsed with these people and this place , but he is too much a part of this to let his feelings rise to the surface . Wizard gives Travis a perfunctory wave .Travis straddles a seat at the table . Dough-Boy gives Travis something between a wink and an eye-twitch saying :Travis shrugs and motions for a cup of coffee .Travis turns his head . He appears not to be interested , but is .A WAITRESS brings Travis ' coffee and a glass of water . He asks for a cheeseburger .Travis awaits Wizard 's answer .Wizard realizes Travis and Dough-Boy may not have met .Charlie T. nods sleepily . Travis indicates he knows Dough-Boy .Travis sips his coffee . Charlie T. 's eyelids slip shut .Travis ' eyes turn toward the restaurant 's other patrons . POV : THREE STREET PEOPLE sitting at a table . One GUY , stoned , stares straight ahead . A raggedly attractive GIRL rest her head on the shoulder of the other , a heavily bearded YOUNG MAN with a headband . They kiss and tease each other , momentarily lost in their separate world . Travis watches the hippie couple closely , his feeling sharply divided between cultural contempt and morose jealousy . Why should these people enjoy the love and intimacy that has always eluded him ? He must enjoy these schizoid emotions , because his eyes dwell on the couple .Travis turns back to his companions .Waitress slaps down smudge-marked glass of water , and a cheeseburger plate that looks more like a shrunken head on a serving platter .Travis drops two Alka-Seltzer into his glass of water .Charlie T. remains unmoved : He is sleeping . Dough-Boy exits . Travis smiles perfunctorily , then looks back at Wizard . They really do n't have much to talk about , and the Wizard does n't care to manufacture any more conversations . Travis scans the greasy spoon : The scene is unchanged .CUT TO :

First she did her make-up. You know, I hate it when they do that. I mean she does the whole works, the mascara, the eye-shadow, the lipstick, the rouge...

Well, whatever the fuck it is, she used it. And then the spray perfume. You know, the real sweat kind - and, on top of that, get this, right when we're crossing the Tri- boro bridge - she changes her pantyhose!

Well, she was trying to keep her skirt down, sort of, you know. But it was pretty obvious what she was doing. I mean, Christ, it was rush hour and the traffic's practically standing still.

Threw on the emergency, jumped the seat and fucked her brains out - What do you think!

What was I supposed to do? I was watching in the rear view. You know, just checkin' traffic.

Sure. What do you think? She wanted to get out of the cab. I said `` Look, you're in the middle of the fucking bridge...''

She stayed in the cab, what's she gon na do? but she stiffed me. A real skunk.

We call him Dough-Boy cause he likes the dollars. He'll chase a buck straight into Jersey.

Who else would stay up all night to catch the morning rush hour?

Well, you ever need one, I know a feller that kin getcha a real nice deal. Lotsa shit around.

Truck drivers bring up Harlem Specials that blow up in your hand. But this guy do n't deal no shit. Just quality. If you ever need anything, I can put you in touch.

I never use mine. But it's a good thing to have. Just as a threat.

well, if there's this many hackies inside, there must be lots of hares outside. And I'm gon na hustle'em.

nice to meet ya, Travis. So long, Wizard. Say hello to Malcolm X for me.

You know Eddie, he's the new hippie kid in our group, long hair...

... he called up the Dispatcher last night. Charlie McCall, our dispatcher...

That's the guy. Eddie calls him up and says, `` Hey, what do you want me to do. I'm over here at Poly Prep. I got a girl in the back and she does n't have the fare. She wants me to come in back and collect. What should I do?

McCall says. `` How much on the meter?'' Eddie comes back and says `` Two-fifty.'' McCall says, `` Is she worth it''.

And the kid says, `` Yeah. She's about 19, good-lookin.'' McCall says, `` What can I tell you?''

McCall says, `` Well, if you want some help I'll see if I can send some units out.''

One of these days we're gon na turn you in, Charlie T. Fleecin the hicks like that.

Travis, look, I dig it. Let me explain. You choose a certain way of life. You live it. It becomes what you are. I've been a hack 17 years, the last ten at night. Still do n't own my own cab. I guess that's the way I want it. You see, that must be what I am.

Look, a person does a certain thing and that's all there is to it. It becomes what he is. Why fight it? What do you know? How long you been a hack, a couple months? You're like a peg and you get dropped into a slot and you got to squirm and wiggle around a while until you fit in.

What do you expect, Bertrand Russell? I've been a cabbie all my life, what do I know?

You fit in. It's lonely, it's rough at first. But you fit in. You got no choice.

A private-owner wanted to swap wheels. Now my tires were brand new. `` Give me a couple days,'' I says.

Remember the time this cat picks up four dudes from the other side, Pakastanis I think they were, holds up their passports, to the toll booth collector on the bridge and charges em ten bucks each for'crossing the border?

Tom and Betsy are talking . She takes out a cigarette . He takes out matches to light it .

Travis is striding briskly across Broadway toward the Palantine Headquarters . He s dressed the best we have seen him ; his pants ( not jeans ) are pressed , his boots shined , his hair combed . Under his Army jacket he wears a freshly laundered shirt and ivy league tie . He drops his cigarette , steps on it and walks in . Watching Travis enter Palantine 's Headquarters , we are surprised to realize that Travis is really quite attractive . His deformities are psychological , not physical . He believes he is cursed , and therefore he is . Travis walks briskly into the office , and heads toward Betsy 's desk . Tom walks over to greet him , but Travis ignores him .As the CAMERA examines Travis ' face more closely , one can see the hollowness wrought by lack of sleep and sufficient diet .Travis elbows Tom off .BETSY waves TOM off with a short gesture , indicating everything is OK . He walks away .TRAVIS is on his best behavior . He smiles slightly :BETSY is momentarily taken back , but pleased . TRAVIS ' presence has a definite sexual charge . He has those star qualities BETSY looks for : She senses there is something special about the young man who stands before her . And then , too , there is that disarming smile . He is , as Betsy would say , `` fascinating '' .Betsy is interviewing Travis , but she is also teasing him a little , leading him on in a gentle feminine way :This takes TRAVIS back a bit . He obviously does n't have the slightest idea what Palantine 's stand on welfare is , in fact , he does n't have any idea about politics whatsoever . TRAVIS thinks a moment , then improvises an answer :Betsy does a subtle double-take : This is n't exactly Palantine 's position on welfare . She remain intrigued by Travis .Betsy does n't quite know what to make of Travis . She is curious , intrigued , tantalized . Like a moth , she draws closer to the flame .Travis rarely smiles , but when he does his whole face glows . It is as if he is able to tap an inner reserve of charm unknown even to himself . Betsy is completely disarmed .Travis nods , turns and exits . Tom , who has been watching this interchange with a pseudo- standoffish ( actually jealous ) air , steps over to Betsy . His manner demands some sort of explanation of what Betsy was doing . Betsy simply shrugs ( it 's really none of his business ) and says :CUT TO :Travis is pacing back and forth on Broadway just beyond the Palantine Headquarters . He checks his watch .

Travis and Betsy are sitting in a booth of a small New York Coffee Shop . They both have been served coffee ; Travis is nervously turning his cup around in his hands . As Travis speaks V.O. , WAITRESS brings their orders : Apple pie for TRAVIS , fruit compote for BETSY .Betsy 's conversation interrupts Travis ' V.O . :Travis contorts his mouth to match his mispronunciation , than breaks into a big , friendly , infectious grin . The very sight of it makes one 's heart proud . Betsy can not help but be caught up in Travis ' gin . Travis ' contagious , quicksilver moods cause :Betsy laughs . Travis continues :Betsy cuts Travis ' bitterness short :Betsy , realizing Travis remembers her precisely , scrambles for a polite rationale for her behavior :Travis looks at Betsy intently and they exchange smiles .CUT TO :Travis is walking confusedly around SAM GOODY 'S at MIDDAY , obviously unable to locate what he desires . Travis is lost among the hip , young intellectual type that populate the store . He watches the stylish , attractive female help , unable to come right out and requests what he desires . A young SALESGIRL sees his plight , walks over and asks if he needs any help . Travis INAUDIBLY says a name to her , although the name is obviously Kris Kristofferson . The Salesgirl digs out Kristofferson 's `` Silver-Tongued Devil '' album for him . Travis says something additional to the Salesgirl and she goes off to gift-wrap the album . Travis emerges from the RECORD STORE , the brightly gift- wrapped album proudly tucked under his arm .CUT TO :A lengthy POV SHOT from Travis ' vantage point behind the wheel . We see the city as Travis sees it . The front windshield is a little dirty , the lighted meter just up at the low right screen . The intercom crackles with STATIC and MESSAGES . The light turns green ; we take off with a start . A short first gear - quick shift - a long second gear . The cab eases to the right of the street , checking out prospective fares . Our eyes scan the long lines of PEDESTRIANS . The regular - bums , junkies , tourists , hookers , homosexuals , hippies - they mean nothing now . They only blend into the sidewalks and lighted storefronts . Our eyes now concentrate on those that step away from the curb - is that man hailing a cab or scratching his head ? In the next block there are perhaps three , four fares - quick gas-up through this yellow light - brake sharply - check the action . The first : Tourist , nickel tipper - let the next guy pick them up . Let the second go also , the third - there 's a live fare . Middle-aged LOCAL WOMAN : Short fare to the East Side , good tip . We pull to the curb , waiting for her to get in . It is a long wait - a Black STREET WALKER crosses in front of the cab . We focus on ( as Travis would ) a YOUNG COUPLE embracing in the distance . As we travel , we hear Travis ' random thoughts about selecting fares and tips :The meter is activated : $ .60 registers . Tick , tick , tick . A quick glance shows the woman is now seated . She says softly , `` 192 East 89 '' . We take off with another jolt . Cross back up 9th Ave , then cut through the park . We 're zooming up 9th Ave - how many green lights can we string together ? Somebody steps out to hail the cab , but quickly steps back again . The meter is up $ .90 . It 'll be a $ 1.40 fare . Now through the park and we 're almost there . Check the numbers - 134 - 140 . End of the block . Fare= $ 1.40 . Check back mirror - she 's getting out two bills . Two quarters and a dime change . Tip 'll be either.25 or .35 . The tip comes back : 35 cents - good tip . Good lady . We take off again with a jolt . This is Travis ' world : Dark side streets , garish glaring main streets , quick glances , quicker evaluations - a dozen instantaneous decisions a minute . Are these people , are these objects ?

Travis lets off a fare and pulls into line at the Plaza .Travis ' thoughts are with Betsy , as THREE MEN enter Travis ' cab . He activates the meter and pulls off .Travis checks the mirror . Scanning across the back seat , he recognizes the middle passenger . It is CHARLES PALANTINE , candidate for President . He must have left the Hotel shortly after BETSY . Tom , seated on the jump seat , checks his watch and speaks deferentially to Palantine :Palantine nods as his assistant picks up the thread of an earlier conversation .Travis recognizes his passenger . He puts out his cigarette .Palantine , his Assistant and Tom all laugh . Palantine , quickly reassuming candiorial mien , speaks to Travis :

I do n't think we have to worry about anybody here committing themselves until things start coming in from California.

I'll tell you, Travis, I've learned more about this country sitting in taxi cabs than in the board room of General Motors.

Travis, what single thing would you want the next President of this country to do most?

I know what you mean, Travis, and it's not going to be easy. We're going to have to make some radical changes.

The time has come to put an end to the things that divide us : racism, poverty, way -- and to those persons who seek to divide us. Never have I seen such a group of high officials from the President to Senate leaders to Cabinet members...

... pit black against white, young against old, sow anger, disunity and suspicion -- and all in the name of the `` good of the country.'' Well, their game is over.

All their games are over. Now is the time to stand up against such foolishness, propaganda and demagoguery. Now is the time for one man to stand up and accept his neighbor, for one man to give in order that all might receive. Is unity and love of common good such a lost thing?

... and with your help we will go on to victry at the polls Tuesday.

TRAVIS ' taxi pulls up in front of the Barclay Hotel . PALANTINE and AIDE get out of the cab . SECOND AIDE stays in back seat a moment to pay TRAVIS . PALANTINE looks in front window of cab momentarily and nods goodbye to TRAVIS .Travis ' taxi departs . PALANTINE and AIDES walk up carpet to the St. Regis . CAMERA CLOSES IN on PALANTINE as he stops , turns back and watches Travis ' departing taxi . PALANTINE turns back and ascends the hotel steps with his AIDES .

TRAVIS , dressed to the teeth , walks brightly down the sidewalk . His face is frehsly shaved , his hair combed , his tie straightened . He pauses in a store window to check his appearance . Under his arm he carries the gift-wrapped Kristofferson record album . OUTSIDE PALANTINE HEADQUARTERS BETSY , smartly dressed , waves goodbye to another CAMPAIGN WORKER and walks out the door to greet him . A SHORT WHILE LATER , TRAVIS and BETSY are walking down Broadway toward Times Square . BETSY does not let their bodies touch as they walk although TRAVIS contemplates edging closer to her . Betsy has opened the package and is admiring the record - or , rather , Travis ' sentiment behind giving it . Travis looks around himself with pride : This is a moment in his life - one of the few .Betsy notices that the seal on the record has not been broken .Betsy 's face backtracks a bit . Maybe she was wrong to go out with this fellow she does n't know . She makes a polite laugh . LATER . Travis and Betsy are in TIMES SQUARE , turning the corner from Broadway to 42nd Street . Travis carries the album under his arm . They approach the garish marquee of a large midtown porno theatre advertising `` The Swedish Marriage Manual '' . The box office is flanked on both sides by glass cages filled with explicit publicity stills . Offending portions have been blocked out with black tape . Travis steps over to the window and buys two $ 5 tickets . Betsy , befuddled , watches him . She does n't know what to say . Travis returns with the tickets . Betsy still has not fully comprehended what is happening :Travis seems confused . He is so much part of his own world , he fails to comprehend another 's world . Compared to the movies he sees , this is respectable . But then there 's also something that Travis could not even acknowledge , much less admit : That he really wants to get this pure white girl into that dark porno theatre . Travis makes an awkward gesture to escort Betsy into the theatre . Betsy looks at the tickets , at the theatre , at Travis . She mentally shakes her head and walks toward the turnstile . She thinks to herself : `` What the Hell . What can happen ? '' She 's always been curious about these pictures anyway , and - like all women , no matter how intelligent - she 's been raised not to offend her date . A perverse logic which applies even more in offsetting circumstances like these . INSIDE THE THEATER Travis escorts Betsy to an empty center row . Travis was right . Couples do go to films like this . There are at least six or seven other MEN with their bewigged `` DATES '' . Travis settles into his familiar porno theatre slouch . Betsy looks curiously from side to side . ON SCREEN , a conservatively-dressed middle-aged woman is speaking in Swedish about importance of healthy sex life in a happy marriage . Subtitles translate her words . Then , without warning , there is a direct CUT to a couple copulating on a sterile table-like bed . Travis watches intently . The color , however , is slowly draining from Betsy 's cheeks . One thought fills her mind : `` What am I doing here ? ''That does it . Betsy just looks at him for a moment , then gets up and starts to leave . Travis , confused , hustles after her . He follows her out of the theatre .ON THE SIDEWALKTravis catches up with her .Betsy looks at Travis , trying to understand him :The TICKET GIRL watches expressionlessly from the booth .Travis gestures toward the long row of 42nd Street marquees , but is interrupted by Betsy :Travis is flabbergasted by Betsy 's blunt language . His arm still gestures toward the marquees , his lips continue to move , but words do not come out . Unable to respond to Betsy 's question , Travis picks up where he left off :She walks to the curb .Betsy looks for a cab .Betsy looks at his sad , sweet face and relents a bit .Betsy accepts the record , but quickly turns and hails a taxi .A taxi quickly pulls up . Travis feebly protests to no one in particular :Betsy gives instructions to CAB DRIVER , looks briefly back at Travis , then straight ahead . Taxi speeds off . Travis looks around helplessly : A cluster of PEDESTRIANS on the crowded street has stopped to watch the argument . Travis looks back at the woman in the porno theatre box office who has also been following the argument .CUT TO :

Travis is sitting at the table . There are some new items on the table : His giant econo-sized bottle of vitamins , a giant econo-sized bottle of aspirins , a pint of apricot brandy , a partial loaf of cheap white bread . On the wall behind the table hang two more items : A gag sign reading `` One of These Days I 'm Gon na Get Organezizied '' and an orange-and-black bumper sticker for Charles Palantine .another turn again . The days move along with regularity ... C.U . of notebook : Travis is no longer sitting at the desk . The pencil rests on the open notebook . LATER THAT DAY : TRAVIS has pulled his straight-backed chair around and is watching his small portable TV , which rests on the upright melon crate . A cereal bowl partially filled with milk rests in his lap . Travis pours a couple shots of the apricot brandy into the bowl , dips folded chunks of white bread into the mixture , and eats them . Travis is watching early evening NEWS PROGRAM . TV background SOUND . Charles Palantine is being interviewed somewhere on the campaign trail .Betsy is walking down a midtown street when Travis suddenly appears before her . He has been waiting . Travis tries to make conversation but she does n't listen . She motions for him to go away and keeps on walking . Travis , protesting , follows .CUT TO :

Travis speaks intensely into a wall pay phone .We hear Travis ' Voice on the phone .Travis holds the receiver in his hand . The other party has hung up . TRACKING SHOT across interior lower wall of TRAVIS ' APARTMENT . Against the stark wall there is a row of wilted and dying floral arrangements . Each one of the four or five bouquets is progressively more wilted than the one closer to the door . They have been returned .A drama is acted out at PALANTINE HEADQUARTERS : Travis , groggy and red-eyed from lack of sleep , walks into the campaign headquarters about NOONTIME . Betsy is standing near the rear of the office ; she ducks from sight when she sees Travis enter . Travis ' path is cut short by Tom 's large-framed body . There is no live sound .Travis tries to push his way past Tom but Tom grabs him . Travis says something sharply to Tom and the two scuffle . Tom , by far the taller and stronger , quickly overcomes Travis , wrenching his arm behind his back . Travis kicks and protests as Tom leads him to the front door . ON THE SIDEWALK Travis ' efforts quickly subside when Tom motions to a nearby POLICEMAN . Travis quiets down and walks off .CUT TO :

Travis is again making his way through the garish urban night . He stops for a PASSENGER on PARK AVE. A middle-aging professorial executive . C.U . TRAVIS : His face is expressionless . The MAN makes himself comfortable in the back seat .Travis has no intention of driving out to Jackson Heights and coming back with a fare .TRAVIS switches on the `` Off Duty '' light .TRAVIS does n't budge . PROFESSIONAL PASSENGER curses to himself and exits cab . Travis takes off . POV as Travis ' eyes dwell on the young HIP COUPLES coming out of a East Side movie house . LATER THAT NIGHT , TRAVIS pulls over for a young ( mid- twenties ) MAN wearing a leather sports jacket . TRAVIS eyes his passenger in rear-view mirror .

Cabbie, ya see that light up there on the seventh floor, three windows from this side of the building?

She left me two weeks ago. It took me this long to find out where she went.

I'm going to put it right up to her, cabbie. Right in her, cabbie. You must think I'm real sick, huh? A real pervert. Sitting here and talking about a woman's pussy and a 44, huh?

TRAVIS ' taxi speeds off . LATER , TRAVIS ' taxi slows down as it approaches 400 block of Central Park West . Travis checks apartment numbers .TRAVIS turns the wheel .TRAVIS waits impassively . The motor ticks away . After a long pause , the PASSENGER speaks :CAMERA CLOSES IN on 417 Central Park West : TRACKING UP to the seventh floor , it moves three windows to the right .A young WOMAN wearing a slip crosses in front of the light .C.U . TRAVIS ' face : it is devoid of expression .C.U . YOUNG PASSENGER 's face : it is gaunt , drained of blood , full of fear and anger . Travis does not respond .Travis shrugs , gesturing toward meter .CAMERA returns to SEVENTH FLOOR WINDOW . Woman is standing in the light .Travis says nothing .CAMERA CLOSES IN on Travis ' face : He is watching the woman in the seventh floor window with complete and total absorption . It 's the same glazed-over stare we saw in his eyes as he watched the porno movie .FADE TO :BROOKLYN STREET CORNER - DAYTravis stands near the corner wearing his boots , jeans , western shirt and army jacket . He pulls his aspiring bottle out of his pocket , shakes three or four into his palm , pops them into his mouth and chews . An `` Off Duty '' taxi pulls up to the curb . Travis gets in .

Dough-Boy leans back from the wheel and greets Travis as he enters .He 's a travelling salesman . In the back seat , beside Travis , sits ANDY , an attractive young man about 29 . He wears a pin-striped suit , white shirt and floral tie . His hair is modishly long .Travis nods as the taxi speeds off . Dough-Boy slows down near an economy hotel . Not a flop house , but not do fancy they care what the guests do in the privacy of their rooms .Travis pulls a twenty out of his pocket and gives it to Dough-Boy .Travis and Andy get out of the cab and walk toward the hotel . Dough-Boy pulls away . As they enter the hotel , they pass a JUNKIE , stoned out and spread-eagled across the hood of a derelict old blue dodge .

Dough-Boy probably told you I do n't carry any Saturday Night Specials or crap like that. It's all out of State, clean, brand new, top-of- the-line stuff.

It's a monster. Can stop a car -- put a bullet right into the block. A premium high resale gun. $ 350 -- that's only a hundred over list.

I could sell this gun in Harlem for $ 500 today - but I just deal high quality goods to high quality people.

Now this may be a little big for practical use, in which case I'd recommend the.38 Smith and Wesson Special. Fine solid gun - nickel plated. Snub-nosed, otherwise the same as the service revolver. Now that'll stop anything that moves and it's handy, flexible.

The Magnum, you know, that's only if you want to splatter it against the wall. The movies have driven up Everybody wants them now. But the Wesson.38 - only $ 250 - and worth every dime of it.

Some of these guns are like toys, but a Smith and Wesson, man, you can hit somebody over the head with it and it will still come back dead on. Nothing beats quality.

That's the Colt.25 - a fine little gun. Do n't do a lot of damage, but it's as fast as the Devil. Handy little gun, you can carry it almost anywhere. I'll throw it in for another $ 125.

The.32's $ 150 - and you're really getting a good deal now - and all together it comes to, ah, seven eighty-five for four pieces and a holster. He'll, I'll give you the holster, we'll make it seventy-five and you've got a deal - a good one.

Well, you're talking big money now. I'd say at least five grand, maybe more, and it would take a while to check it out. The way things are going now $ 5.000 is probably low. You see, I try not to fool with the small-time crap. Too risky, too little bread. Say 6 G's, but if I get the permit it'll be as solid as the Empire State Building.

Sure, here, take this card, go to this place and give'em the card. They'll charge you, but there wo n't be any hassle.

Vietnam? I saw it on your jacket. Where were you? Bet you got to handle a lot of weapons out there.

It's he'll out there all right. A real shit-eatin' war. I'll say this, though : It's bringing a lot of fantastic guns. The market's flooded. Colt automatics are all over.

I can get you front and center. What do you like? I can get you Mets, Knicks, Rangers? Hell, I can get you the Mayor's box.

Travis follows Andy up the worn carpeted stairs and down the hallway . Andy unlocks the door to one of the rooms . The HOTEL ROOM is barren and clean ; there 's no sign anyone is staying in it . The fire escape is appropriately near . Andy locks the door behind them , steps over to the closet , unlocks it and pulls out two grey Samsonite suitcases - the kind you can drive a truck over .Andy places the suitcases on the white bedspread . The suitcases are equipped with special locks , which he quickly opens . Andy opens the suitcases : Stacked in grey packing foam are rows and rows of brand new hand guns .Andy unzips a cowhide leather pouch to reveal a .44 Magnum pistol . He holds it gingerly , as if it were a precious treasure . Andy opens the chambers and cradles the long eight-inch barrel in his palm . The .44 is a huge , oversize inhuman gun .Easy Andy is a later version of the fast-talking , good- looking kid in college who was always making money on one scheme or another . In high school he sold lottery tickets , in college he scored dope , and now he 's hustling hand guns . Andy holds the Magnum out for Travis ' inspection . There 's a worshipful CLOSEUP of the .44 Magnum . It is a monster . Travis hefts the huge gun . It seems out of place in his hand . It is built on Michelangelo 's scale . The Magnum belongs in the hand of a marble god , not a slight taxi driver . Travis hands the gun back to Andy .the price of the Magnum anyway .Travis hefts the nickel-plated .38 , points it out the window .Travis holds the .32 Revolver , hefts it , slips it under his belt and pulls his shirt over it . He turns from side to side , to see how it rides in his waist .Travis pulls out a roll of crisp one hundred dollar bills and counts off eight .Travis hands Andy the bills . Andy counts them and gives Travis a twenty and five .Travis is like a light switch : For long periods he goes along dark and silent , saying nothing ; then suddenly , the current is turned on and the air is filled with the electricity of his personality . Travis ' inner intensity sets Andy back a bit , but he quickly recovers .Andy pulls a gym bag from under his bed . He wraps the gun in the sheet in the bag and zips it up . An identical gym bag can be partially seen under the bed . He hands Travis the bag .Andy closes and locks the suitcases .Travis turns to leave .CUT TO :

SEVERAL WEEKS LATER . The face of TRAVIS ' apartment has changed . The long , blank wall behind the table is now covered with tacked-up charts , pictures , newspaper-clippings , maps . CAMERA does not come close enough to discern the exact contents of these clippings . Travis is in C.U . in the middle of the floor doing push-ups . He is bareback , wearing only his jeans . There is a long scar across his left side .Travis , still bareback , passes his stiff arm through the flame of a gas burner without flinching a muscle .

The CRACKING SOUND of rapid-fire pistol shots fills the musty air of the firing range . The walls are heavily soundproofed , and sawdust is spread over the floor . Travis stands rock solid , firing the .44 Magnum at an arm 's length . With each blasting discharge from the Magnum , Travis ' body shudders and shakes , his arm as if each recoil from the giant gun was a direct attack on his masculinity . Travis fires the Magnum as quickly as he can re-set , re-aim and re-fire . The Magnum is empty , he sets it down , picks up the .38 Special and begins firing as soon as he can aim . After the .38 , comes the .25 : It is as if he were in a contest to see how quickly he can fire the pistols . After all the guns are discharged , he begins reloading them without a moment 's hesitation . Downrange , the red and white targets have the black outline of a human figure drawn over them . The contour-man convulses under the steady barrage of Travis ' rapid-fire shots .

TRAVIS , now wearing an unfastened green plaid western shirt , sits at the table writing in his diary . The vial of bennies is on the table .LATER . TRAVIS , his shirt still revealing his bare chest , sits on his straight-backed chair watching the TV . The .44 Magnum rests on his lap . The TV is Broadcasting ROCK TIME , a late afternoon local teenage dance and rock show . On screen YOUNG TEENYBOPPERS are dancing , and the TV CAMERAMAN , as any devotee of the genre knows , is relentlessly ZOOMING-IN on their firm young breasts , fannies and crotches -- a sensibility which reflects TRAVIS ' own . These supper-hour rock dance shows are the most unabashedly voyeuristic form of broadcasting the medium has yet developed . The HARD ROCK NUMBER ends , and the TV CAMERA CUTS TO the local DISC JOCKEY , a hirsute plastic-looking man about 35 . FIVE scrumptious TEENYBOPPERS are literally hanging on his shoulders and arms , their faces turned up to him in droolish awe . Out of his mouth comes an incessant stream of disc jockey blather . He is the complete asshole ; I do n't know who is currently performing this function in New York , but in Los Angeles his name is Real Don Steele .TRAVIS watches the show , his face hard and unmoving . He is , as the Scriptures would say , pondering all these things in his heart . Why is it the assholes get all the beautiful young chicks ? He takes a swig of peach brandy .CUT TO :EARLY EVENING , about 6:30 p.m. TRAVIS ' taxi , with 'Off Duty ' light on , sits near the curb somewhere in midtown Manhattan . TRAVIS runs his hand down the left side of his jacket , attempting to smooth out the bulge underneath . TRAVIS opens his jacket partially , checking underneath . There rests the nickel-plated .38 Special in its holster . P.O.V . down the street where TRAVIS ' taxi is parked : Several blocks ahead the red , white and blue campaign headquarters of CHARLES PALANTINE are visible . TRAVIS ' eyes resume their watch . TRAVIS starts the car and drives toward the PALANTINEHEADQUARTERS .TRACKING P.O.V . shot of row of storefronts leading up to Palantine Headquarters . P.O.V . passes headquarters : it is half-empty . A few stalwart SUPPORTERS continue to work toward the rear of the office . BETSY 'S desk -- -- Sign in window reads : `` Only 4 More Days Until Arrival of CHARLES PALANTINE . '' TRAVIS ' `` Off Duty '' light goes off as he speeds up and heads toward a prospective fare . LATER THAT NIGHT , about 9:30 . UPTOWN -- 128th and Amsterdam . The Jungle . TRAVIS ' taxi pulls up to an address , lets off YOUNG BLACK MAN . TRAVIS receives fare and tip , takes off . P.O.V . as TRAVIS works his way through Harlem back down Seventh Ave . Cluster of YOUNG BLACK STREET PUNKS pretend to hail cab -- we ignore them . One throws wine bottle which crashes in our path -- taxi swerves to avoid it . CAMERA TRACKS through sidewalk CROWDS with the roving , suspicious , antagonistic eye of a taxi-driver . LATER THAT NIGHT , about 12:30 . TRAVIS is on the LOWER EAST SIDE , somewhere on B Street , east of Tompkins Square . The sidewalks are populated with the remains of what once was the hippie movement : TEENAGE STREET-WALKERS , JUNKIES , THUGS , emaciated LONERS on the prowl . TRAVIS ' taxi pulls over , letting out a fare . TRAVIS pockets his fare , but the rear right door does n't slam -- instead there is the SOUND of another person jumping into the cab . TRAVIS checks the back seat in the rear-view mirror : there sits a pale HIPPIE PROSTITUTE . The GIRL is , at best , 14 or 15 , although she has been made up to look older . She wears floppy , Janis Joplin clothes . Her face is pallid . She wears large blue-tinted sunglasses and multi-colored leg stockings . Her name , as we shall learn later , is IRIS . TRAVIS hesitates , looking at her in the mirror .TRAVIS moves to activate the meter , when the rear door opens . IRIS is helped out of the cab by a MAN TRAVIS can not see .IRIS lets herself be taken out of the cab . The rear door closes . Sport leans partially in the front window , throwing something on the front seat . TRAVIS looks : it is a crumpled $ 20 bill .TRAVIS can not see the Sport 's face lime green completely , but notices he is wearing a jacket . The voice is that of a man in his early twenties . TRAVIS turns to catch a glimpse of Sport as he walks off with Iris . TRAVIS shrugs and turns around . TRAVIS ' taxi pulls away .CUT TO :EARLY MORNING , 6:00 a.m . Quitting time -- TRAVIS pulls into TAXI GARAGE .

Freshingly, fantastic, freaked-out dance time. Can you dig it? Dig on it. You got it, flaunt it.

We better make it, or Sport'll get mad. How do you want to make it?

TRAVIS pushes her hand away. He sits beside her on the edge of the bed.

I think so. I tried to get into your cab one night, and now you want to come and take me away.

I was stoned. That's why they stopped me. When I'm not stoned, I got no place else to go. They just protect me from myself.

Sure. All right. We'll have breakfast. I get up about one o'clock. Tomorrow.

I got so many sunglasses. I could n't live without my shades, man. I must have twelve pair of shades.

Why do you want me to go back to my parents? They hate me. Why do you think I split? There ai n't nothin there.

I think Cancer's make the best lovers. My whole family are air signs.

What makes you so high and mighty? Did you ever look at your own eyeballs in a mirror. You do n't get eyes like that from...

Rock music died in 1970, that's what I think. Before that it was fantastic. I can tell you that. Everybody was crashing, hanging out at the Fillmore. Me and my girlfriend Ann used to go up the fire escape, you know? It was unbelievable. Rock Stars everywhere. That Airplane -- that's my group, man. All Libras. But now everybody's split or got sick or busted. I think I'll move to one of those communes in Vermont, you know? That's where all the smart ones went. I stayed here.

God. I know where they should have a commune for you. They should have a commune for you at Bellevue.

Here, officer, take me in. I'm clean. I did n't do it. Got a ticket once in Jersey. That's all. Honest, officer.

You're just tired, baby. You just need your man. I am your man, you know. You are my woman. I would n't be nothing without you.

I know this may not mean anything to you, baby, but sometimes I get so emotional, sometimes I think, I wish every man could have what I have now, that every woman could be loved the way I love you. I go home and I think what it would be without you, and then I thank God for you. I think to myself, man, you are so lucky. You got a woman who loves you, who needs you, a woman who keeps you strong. It's just you and me. I'm nothing without you. I can go like this for ever and ever. We can do it, baby. You and me. Just you and me.

Hillbilly, you'd better get your wise ass outa here and quick, or you're gon na be in trouble.

Hey, mister, I do n't know what's going on here. This do n't make any sense.

TRAVIS pulls into his stall . TRAVIS sits in driver 's seat , thinking a moment . He looks to his right : the crumpled $ 20 bill still lies there , untouched since it was thrown there six hours previously . TRAVIS reluctantly picks up the $ 20 bill and stuffs it into his jacket pocket as he gets out of the cab . He gathers up his time report and heads toward book-in table . A SHORT WHILE LATER , TRAVIS is walking down the sidewalk near the taxi garage . His hands are in his jacket pockets , obscuring the slight bulge on his left side . TRAVIS turns into the box offfice of PORNO THEATER . He reaches into jacket pocket for money to purchase ticket and pulls out crumpled $ 20 bill . Seeing the $ 20 bill , he decides not to use it , and pays for ticket out of his wallet instead . TRAVIS walks past concession stand en route to the darkened theater auditorium . A YOUNG MAN is now sitting listlessly behind the concessions counter .

TRAVIS slouches down into his seat , his face glowing in the reflected light from the screen .TRAVIS averts his eyes as the action on screen becomes too graphic . Placing his stiffened right hand beside his eyes , TRAVIS can , by turning it inward , shut off or open up his field of vision by small degrees . MOVIE VOICE DIMINISHES , replaced by SOUND of TRAVIS ' voice over .CUT TO :TRACKING SHOT to wall of TRAVIS ' APARTMENT . CAMERA MOVES slowly across wall covered with clippings , notes , maps , pictures . We now see their contents clearly : The wall is covered with CHARLES PALANTINE political paraphernalia ; there are pictures of him , newspaper articles , leaflets , bumper stickers . As the CAMERA MOVES along it discovers a sketch of Plaza Hotel , Kennedy Airport and cut- up sections of city maps with notations written in . There is lengthy N.Y. Times clipping detailing the increased Secret Security Protection during the primaries . A section pertaining to PALANTINE is underlined . Further along there is a sheet reading `` traveling schedule '' and a calendar for June with finely written notations written over the dates .As the CAMERA reaches the end of its track , it finds TRAVIS , standing , his shirt open , but the mattress . He is wearing the empty holster , and the .44 is in his hand . In the SHOTS that follow TRAVIS gives the audience a lesson in gunmanship : TRAVIS practices fast-drawing the .38 Special from his holster and firing it . He hooks the .44 into his pants behind his back and practices withdrawing it . He holds the .44 firmly at an arm 's length , tightening his forearm muscles . He has worked out a system of metal gliders taped to his inner forearm , whereby the Colt .25 can rest hidden behind the upper forearm until a spring near the elbow is activated , sending the .25 flying down the gliders into his palm . He has cut open his shirt to accomodate the gun mechanism and now checks in the mirror to see how well the gun is hidden . He straps an Army combat knife to his calf and cuts a slit in his jeans where the knife can be pulled out quickly . He now tries on various combinations of shirts , sweater and jacket in front of the mirror to see how well he can hide all the handguns he wishes to carry . Finally , wearing two western shirts , a sweater and jacket , he manages to obscure the location of all three guns , although he resembles a hunter bundled up against the Arctic winter . He sits at the table dum-dumming the .44 bullets -- cutting `` x 's '' across the bullet heads . P.O.V . : he scans the objects of his room through the scope of the .38 . TRAVIS stands in the middle of his apartment , staring at his PALANTINE wall . His eyes are glazed with introspection ; he sees nothing but himself .TRAVIS lies on his mattress , all bundled up in his shirts , sweater , jacket and guns . His face is turned toward the ceiling , but his eyes are closed . Although the room is flooded with light , he is finally catching some sleep . The big furry animal drifts into his own world .C.U . of diary : entry ends with words `` Here is '' followed by erratic series of dots .CUT TO :NIGHT : the taxis are roaming the slick streets . Sometimes after 2:00 a.m. , TRAVIS pulls his cab to the curb near an all-night delicatessen in Spanish Harlem . The streets are relatively deserted . TRAVIS waves to STOREKEEPER as he walks past counter :Spanish rhythm and blues blares from a cheap radio . TRAVIS walks over to dairy counter in rear of store , picks out a pint of chocolate milk , goes over to the open cooler and picks through various chilled prepackaged sandwiches . He overhears a VOICE as he looks at the sandwiches . When TRAVIS returns to the counter with the chocolate milk and a sandwich in one hand , he sees a YOUNG BLACK MAN holding a gun on 'Melio . The STICK-UP MAN is nervous , hopped-up , or both ; he bounces on the balls of his cheap worn black tennis shoes -- a strung-out junkie on a desperation ride . The STICK-UP MAN , a thorough unprofessional , does n't notice TRAVIS . 'MELIO watches the STICK-UP MAN closely , deciding what to do himself .It does n't take TRAVIS long to decide what to do : without hesitation he pulls his .32 from his jacket pocket .The STICK-UP MAN , surprised , turns toward TRAVIS , finding only an exploding .32 . The MAN 's lower jaw bursts open with blood as he reels and crashes to the floor . There is no emotion on TRAVIS ' face . As the STICK-UP MAN falls , 'MELIO leans over the counter , wielding his battered .38 . He is about to fire when he realizes the MAN is already dead . 'MELIO , charged up , turns his gun toward TRAVIS , then , realizing the danger is over , lowers it again .TRAVIS sets his .32 on the counter .'MELIO smiles and holds up four fingers :TRAVIS exits . 'MELIO picks up the phone and starts dialing . The bloody BODY lies on the floor unmoving . TRAVIS , still carrying his pint of chocolate milk and sandwich , walks down the empty sidewalk and enters his cab . The street is deserted .CUT TO :DIRECT CUT TO PORNOGRAPHIC MOVIE : this is the first time we have actually seen the porno movie itself . SEVERAL ACTORS and ACTRESSES are dallying on screen in whatever manner the ratings board deems permissible . Whatever the action , the movie 's decor is strictly Zody 's -- ersatz landscape paintings , tufted bedspreads . As in most porno films , the ACTORS look up occasionally toward the CAMERA to receive instructions . Studio grunts , groans and moans of pleasure have been dubbed in . Action on screen begins to go into SLOW MOTION , the ACTORS and ACTRESSES gradually transforming obscenity into poetry .CUT TO :TRAVIS , sitting in his chair in his APARTMENT , watching afternoon soap opera . He is cleaning his .38 and eating from a jar of applesauce . Soap opera audio continues . He watches the soap opera without expression . SOUND TRACK of film also SLOWS DOWN , gradually mixing with and then becoming the sound track of a midafternoon TV soap opera . A YOUNG GIRL and BOY are talking in those familiar soap opera voices and a third party , the GIRL 's mother , who had tried to terminate their `` relationship . ''CUT TO :TELEVISION : The BOY is visiting the GIRL in her hospital room . Both look as if they 've stepped out of the Blue Chip stamp catalogue .TRAVIS , through cleaning his gun , begins to play a game with the television set . He places the heel of his boot at the top of the melon crate which supports the TV . Then , slowly rocking his heel back and forth , he sees how far he can tip the melon crate without knocking it over . The TV , still broadcasting the hospital room melodrama , rocks back and forth . TRAVIS pushes the TV farther and farther until finally the inevitable happens -- the crate tips backward , sending the portable TV crashing to the floor . There is a short flash and the TV screen turns white . TRAVIS , realizing what he has done , bends over , turns the TV upright on the floor , fiddles with the knobs , slaps it , and tries to reactivate the vanished image . TRAVIS ' efforts are futile ; a tube has broken , and the TV will not come back to life .TRAVIS bends over in the chair and places his head in his hands , despairing of himself .FADE TO :About 1 a.m. TRAVIS pulls his cab behind a line of empty taxis parked outside the Bellmore Cafeteria , a cabbie hangout on Park Avenue South . He locks his cab and walks past the line of taxis . He sidesteps TWO DRUNKEN FIGHTING BUMS and enters the Bellmore . A LOUD BUZZER RINGS as TRAVIS steps INTO THE BELLMORE . He pulls a ticket from the dispenser ( silencing the buzzer ) and walks toward the wall-length counter . An assortment of CABBIES are seated around a formica-topped table near the rear of the cafeteria . Some are barely awake , some are eating , the rest are swapping stories and smalltalk . Wizard , Dough-Boy , Charlie T and a FOURTH CABBIE are seated at a long table .Wizard demonstrates length of hair and others nod .The cabbies laugh . Across the cafeteria Travis selects a cup of coffee and some pastries .More laughter .Travis , carrying his coffee and pastries , walks over to their table . Charlie T spots him .Charlie forms his hand into a pistol , cocks and fires , making the SOUND , `` Pgghew . '' TRAVIS nods .TRAVIS sits down and the other CABBIES resume their conversation .TRAVIS reaches into his pocket and pulls out a roll of small denomination bills . The crumpled $ 20 bill falls onto the table . TRAVIS stares at it a moment . He unfolds a five , gives it to CHARLIE T , then picks up the crumpled $ 20 and puts it back into his jacket pocket .They all laugh .WIZARD gets up to leave .WIZARD gets up , nods and walks toward the CASHIER . After a second 's thought , TRAVIS calls to him :WIZARD waits for TRAVIS as he takes a final gulp of coffee and catches up with him . CHARLIE T calls to TRAVIS as they go :CHARLIE T cocks his imaginary gun again , fires and chuckles . WIZARD and TRAVIS nod goodbye , pay the CASHIER and exit .

Well, Jim, it's just that -- I do n't know how to say this -- it's that she thinks your parents are n't... good enough, I guess.

This is on the two-way with about a hundred and fifty cars listenin in.

Shit yes. Night woulda been dead if I had n't grabbed an outatowner at Kennedy. Took him roun the horn and got a five dollar tip to boot.

TRAVIS follows WIZARD out onto the sidewalk . TRAVIS follows WIZARD as he walks toward his cab . He has something on his mind , something he wants to talk to WIZARD about .WIZARD leans back against the cab . TRAVIS is about to speak when he spots a GROUP of BLACK and PUERTO RICAN STREET PUNKS , ages 12-15 , jiving down the sidewalk toward him . ONE tosses a spray paint can around his back , basketball style . ANOTHER mocks as if he 's going to scratch a key along one of the cabs . WIZARD has no visible reaction . A flash of controlled anger crosses TRAVIS ' face . He stares at the BOY with the poised key . It is the same look that crossed his face in the Harlem Deli . We are reminded with a jolt that the killer lies just beneath TRAVIS ' surface . The BLACK PUNK must instinctively realize this too , because he makes a cocky show of putting the key back into his pocket and be-bopping around TRAVIS and WIZARD . The YOUNG MEAN-STREETERS continue down the street and TRAVIS turns back to WIZARD . Across the street , in the background , a JUNKIE nestles in a doorway .A police car stops across the street . TWO PATROLMEN get out and roust the JUNKIE from his doorway .WIZARD gives TRAVIS a short wave implying , `` Chin up , old boy , '' and walks around to the driver 's side of his cab . WIZARD drives off , leaving the street to its natural inhabitants .CUT TO : FADE IN :

A rally platform in a supermarket parking lot somewhere in QUEENS is draped in red , white and blue bunting . A CROWD of about 500 persons mills about , waiting for the rally to begin . Piped pop-country MUSIC plays over the loudspeaker system . The CADRE OF SECRET SERVICE MEN , with their distinctive metallic grey suits , sun glasses and football physiques , stands out in the CROWD . On the PLATFORM are seated an assortment of LOCAL POLITICOS as well as some PALANTINE WORKERS and ADVISERS . TOM is silently reading something on the podium , and BETSY stands on the platform steps talking with ANOTHER WORKER . TOM looks up and to his left for a moment , then returns to what he was reading . Then he returns his gaze to the upper left , watching something very closely . After a moment he walks over to the steps where BETSY is standing .BETSY excuses herself and walks across the platform with TOM . As they stand to the rear of the platform , TOM secretively makes a gesture with his eyes and says out of the side of his mouth :BETSY , putting on her glasses , looks closely . She tries not to make her stare too obvious .CAMERA CLOSES IN on TRAVIS BICKLE standing in the CROWD : he has shaved his head to a short stubble . There he is : brush- cut , wearing a giant grin , and a large `` Palantine '72 '' button . Although it is a pleasant sunny day , TRAVIS wears a bulky bulged-out Army jacket . TRAVIS looks warily from side to side and vanishes in the CROWD . A SHORT WHILE LATER , TRAVIS walks up to a SECRET SERVICE MAN standing near the fringes of the CROWD . The SECRET SERVICE MAN -- in sun glasses , grey suit , ever-roving eyes -- is immediately identifiable . Whenever TRAVIS confronts a symbol of authority , he becomes like a young boy . This time is no exception , although one suspects there is a plan hatching beneath that boyish exterior . The SECRET SERVICE MAN , for his part , is about as talkative as the Sphinx .SECRET SERVICE MAN glances at TRAVIS momentarily .SECRET SERVICE MAN 's gaze follows TRAVIS ' finger for a second , then return to TRAVIS .The SECRET SERVICE MAN is starting to get interested in TRAVIS : he definitely ranks as a suspicious character .The SECRET SERVICE MAN decides it 's time to get some more information on TRAVIS :The SECRET SERVICE MAN motions to a SECRET SERVICE PHOTOGRAPHER to catch a picture of TRAVIS . TRAVIS notices this , and quickly slips away into the CROWD .CUT TO :TRAVIS sits at his desk in his APARTMENT , writing . He wears jeans , western shirt and empty holster .CUT TO :NIGHT . TRAVIS ' taxi picks up a FARE in the midtown area and heads downtown . LOWER EAST SIDE . TRAVIS lets off FARE on B Street and cuts across toward Tompkins Square . TRAVIS turns the corner when SKREETCH ! he suddenly hits the brakes , causing the cab to rock back and forth . He has almost hit a YOUNG GIRL recklessly crossing the street . She thumps her hand on the taxi hood to regain her balance and stares in shock through the front window . C.U . GIRL 's face . TRAVIS recognizes her face : it 's IRIS , the GIRL in his taxi a week or so before . IRIS looks at TRAVIS sharply then turns and continues walking . TRAVIS ' eyes follow her and she rejoins a GIRLFRIEND . They are both dressed as hippie hookers : sloppy clothes , boots , jeans , floppy hats . And the old come-hither walk is unmistakable . TRAVIS follows IRIS and her GIRLFRIEND slowly as they walk down the sidewalk . TRAVIS ' P.O.V . He examines them from bottom to top -- boots , legs , thighs , breasts , faces , hats . As TRAVIS rolls astride the GIRLS , he notices the familiar FRINGE OF A SUEDE JACKET standing in the shadows . The GIRLS look toward the SHADOWED FIGURE , smile , acknowledge some unheard comment , and continue on . IRIS looks back uneasily at TRAVIS ' taxi and continues on . On the corner stand TWO well-to-do COLLEGE STUDENTS , somewhat out of place in this environment , but making every attempt to groove on it . They are high on something or another . The GIRLS spot the COLLEGE STUDENTS and walk over to them . They exchange some small talk and walk off together . There is little subtlety involved : it is obviously a pick-up . TRAVIS must negotiate a turn around the corner if he is to continue following the GIRLS and their COLLEGIATE JOHNS . This is not so easy , since the traffic is heavy . As TRAVIS slows down to make the turn , he notices ANOTHER HIPPIE HOOKER who had been watching him watching IRIS and her GIRLFRIEND . She walks over to the taxi , loans in the open left front window and gives TRAVIS the come-on disguised as an innocent question :C.U . HIPPIE HOOKER .TRAVIS quickly turns his face away from her in a combination of shock , embarrassment and revulsion . He is the child caught with his hand in the cookie jar . The very presence of this crassly , openly sexual human being frightens and sickens him . TRAVIS takes off with a skreetch . His taxi shoots down the block .CUT TO :A HOT JUNE DAY . TRAVIS ' taxi , the `` Off Duty '' sign on , is parked against the curb somewhere in HARLEM . WHITE COPS , SECRET SERVICE MEN and REPORTERS , punctuate the otherwise BLACK CROWDS which walk to and fro in the b.g . CHARLES PALANTINE 's voice can be heard coming from a distant loudspeaker system . It is a political rally . TRAVIS sits behind the wheel , coldly staring at something in the distance . His hair , of course , is still clipped short and he wears mirror-reflecting sunglasses . Even though a drop of sweat is working its way down his cheek , TRAVIS wears his Army jacket with the bulge on the left side -- the

Look, um, if you give me your name and address, we'll send you the information on how to apply.

Sure, Henry. I got it all. We'll send you all the stuff all right.

A BLOCK AWAY , PALANTINE stands on a platform outside his uptown campaign headquarters . On the platform sit an array of BLACK DIGNITARIES . Nearby we recognize the SECRET SERVICE MAN TRAVIS spoke to at the earlier rally : he scans the CROWD anxiously . PALANTINE is speaking animatedly . He is an excellent speaker and captures our attention . He drives hard toward his arguments , crashes down on his points . His strained voice rings with sincerity and anger . C.U . of PALANTINE as he speaks . He is dressed in rolled-up shirtsleeves and sweat pours down his face .CUT TO TRAVIS : no expression . PALANTINE 's words are barely distinguishable from a block away :ALL LIVE SOUND CEASES as TRAVIS ' narration begins . He is reading from a letter or card he has just written . As he speaks we see SHOTS of PALANTINE speaking , a seated row of YOUNG BLACK PALANTINE red , white and blue bedecked CHEERLEADERS , SECRET SERVICE AGENTS examining the CROWD and so forth . These SHOTS have no direct relationship to the narration .As TRAVIS reads third paragraph , a POLICEMAN is seen walking from behind TRAVIS ' taxi to his window . The POLICEMAN 's voice come during a pause in the narration .LIVE SOUND RESUMES .POLICEMAN leans his head in window , inspecting the cab . As he does , TRAVIS slides his right hand into the left side of his jacket , ready to draw his revolver .TRAVIS starts up his taxi and drives off . LIVE SOUND again CEASES as TRAVIS resumes reading letter as taxi drives away . As TRAVIS reads final paragraph , scene CUTS TO INT . APARTMENT where TRAVIS sits at his table .TRAVIS , at his desk , examines the card upon which he has just written this letter . C.U . cover of card . It is a 25 th Wedding Anniversary card with a four-color embossed cover . The design could only be described as ur-kitsch . A cartoon Mr. and Mrs. All-America stand before an outdoor barbecuing grill , clicking salt and pepper shakers in a toast . Sentiment reads : HAPPY ANNIVERSARY To a Couple Who Have Found the Perfect Combination For Marriage ... The card opens to read : LOVE ! Underneath the word `` Love ! '' begins TRAVIS ' short message to his parents , a message which extends to the back cover of the card .CUT TO :NIGHT on the LOWER EAST SIDE . TRAVIS sits parked in the dark shadows of a side street . The lone wolf waits . TRAVIS watches the SLUM GODDESSES as they work the section of the street reserved for hippie hookers . TRAVIS ' P.O.V . : some of the YOUNG STREET GIRLS are arrogant , almost aggressive , others are more insecure and inexperienced . A BLACK MAN charges down the sidewalk across the street from TRAVIS . He walks at a fast , maniacal clip , looking only at the sidewalk in front of him . Out of his mouth comes a continuous stream of invective : `` That-cock-sucking-crazy-no- good-asshole-bitch-when-I-get-my-fucking-fingers-on-her- nigger-tits-I'm- gon na -ring-em-and-shit-up-her-ass ... '' and so on . He is Out of Control . Nobody seems to notice or care . TRAVIS takes a swig of peach brandy and continues his stake- out . Finally , TRAVIS spies the object of his search : IRIS walks down the sidewalk with her GIRLFRIEND . Iris wears her large blue sunglasses . TRAVIS checks to see if his .38 is in place ( it is ) , opens the door and exits from the cab . Flipping up the collar of his Army jacket , TRAVIS slouches over and walks toward IRIS . He sort of sidles up next to her and walks beside her : TRAVIS always looks most suspicious when he 's trying to appear innocent .Travis ' eyes follow Iris ' nod until they reach Sport , standing in a doorway in his lime green jacket . Travis walks toward him . Sport , a thirtiesh white greaser , has the affections of a black pimp . His hips are jiving , his fingers softly snapping . He sings to him self , `` Going to the chapel , gon na get married ... '' His complexion is sallow ; his eyes cold and venal . He could only seem romantic to a confused underaged runaway .Sport immediately takes Travis for an undercover cop . He extends his crosses wrists as if to be handcuffed .TRAVIS digs in his pocket for money .TRAVIS turns to walk away .TRAVIS freezes , not saying anything . He turns back towardSPORT .TRAVIS walks back to IRIS . IRIS motions for TRAVIS to follow her and he does . IRIS and TRAVIS turn the corner and walk about a block , saying nothing . IRIS turns into a darkened doorway and TRAVIS follows her . At the top of the dark stairs IRIS and TRAVIS enter a dimly lit hallway . On either side are doors with apartment numbers . IRIS turns toward the first door , No . 2 .At the far end of the darkened corridor sits a huge OLD MAN . His face is obscured by shadow . TRAVIS is about to enter the room when the OLD MAN speaks up :TRAVIS turns his head toward the OLD MAN who has stood up and is advancing toward him .TRAVIS hesitates a moment , uncertain what to do . The OLD MAN reaches in TRAVIS ' jacket and pulls out the .38 Special .TRAVIS enters No . 2 with IRIS . TRAVIS looks around IRIS ' room : although dimly lit , the room is brightly decorated . There is an orange shag carpet , deep brown walls and an old red velvet sofa . On the walls are posters of Mick Jagger , Bob Dylan and Peter Fonda . A Neil Young album is playing on a small phonograph . This is where IRIS lives : it bears the individual touch of a young girl . IRIS lights a cigarette , takes a single puff and places it in an ashtray on the bedstand .IRIS sits on the edge of the bed and removes her hat and coat . She takes off her blue-tinted sunglasses -- her last defense . Without the paraphernalia of adulthood , Iris looks like a little girl she is . About 14 , 15 .IRIS unbuttons her shirt , revealing her small pathetic breasts -- two young doves hiding from a winter wind . TRAVIS is unnerved by her partial nudity .IRIS buttons only the bottom button of her shirt .IRIS tries to unzip TRAVIS ' fly . This only unnerves TRAVIS more : sexual contact is something he 's never really confronted .IRIS works on TRAVIS ' crotch OFF CAMERA . He bats her hand away .TRAVIS is getting increasingly panicked , but IRIS only thinks this is part of his particular thing and tries to overcome it .IRIS lowers her head to go down on TRAVIS . TRAVIS , seeing this , jumps up in panic . TRAVIS stands several feet from IRIS . His fly is still open , and the white of his underwear shows through his jeans . He is starting to come apart .IRIS says nothing . After a moment , TRAVIS again sits on the bed beside IRIS . She no longer tries to make him . There is a moment of silence . IRIS puts her arm around his shoulder .TRAVIS rests a moment , collecting himself . Finally , he says :There is a pause . TRAVIS smiles and shrugs apologetically . TRAVIS looks at Iris ' cigarette . It 's burning down to the butt .IRIS is interfering with TRAVIS ' assassination schedule .TRAVIS turns ; IRIS smiles .TRAVIS exits . TRAVIS closes the door to No . 2 and stands in the corridor for a moment . The OLD MAN slowly walks from the dark end of the hallway with TRAVIS ' .38 in his hand . OLD MAN stands near TRAVIS , and checks his watch .TRAVIS reaches in his jacket pocket and pulls out the familiar crumpled $ 20 bill . He makes a big show of stuffing the wrinkled bill into the OLD MAN 's hand . The OLD MAN does n't understand the significance of it .TRAVIS turns and walks away . OLD MAN says as TRAVIS walks down stairs :TRAVIS does not respond .CUT TO :

Come back anytime you want, cowboy. But without the rod -- please.

Palantine , Tom and Palantine 's Assistant are seated in garishly decorated suite .Palantine gets up and walks over to the window . Its bars form a cross-sight on his head . He thinks to himself :He looks at the crowded traffic on Fifth Avenue eighteen floors below . It is a mass of yellow .CUT TO :

Travis ' cab pulls away from the yellow mass and heads downtown .CUT TO :

Travis ' cab is parked near a neighborhood Bickford 's .CUT TO :TRAVIS and IRIS are having late breakfast at a middle-class EAST SIDE COFFEE SHOP . It is about 1:30 P.M. IRIS is dressed more sensibly , wearing jeans and a maroon sweater . Her face is freshly washed and her hair combed out . Seen this way , IRIS looks no different than any young girl in the big city . OTHER PATRONS of the coffee shop most likely assume she is having lunch with her big brother . They are both having an All-American breakfast : ham and eggs , large glasses of orange juice , coffee . Outside here environment , Iris seems the more pathetic . She seems unsure , schizy , unable to hold a subject for more than thirty seconds . Her gestures are too broad , her voice too mannered . We sympathize with Travis ' paternal respect . This girl is in trouble .Iris removes her large blue-tinted sunglasses and fishes through her bag for another pair .She finds a pink-tinted pair and puts them on .There is a short , quick silence ; TRAVIS ' eyes retract . He goes on :IRIS motions him to lower his voice .There is a brief silence . Iris mind continued to whirl at 78 rpms . She seems to have three subjects on her mind at a time . She welcomes this opportunity to unburden herself .I ca n't leave .TRAVIS breaks out in his big infectious grin , and IRIS joins his laughter .It takes IRIS a moment to digest this pure example of negative thinking : I am loved to the extent I do not exist .Mumbling something about her `` shades '' again , Iris fishes through her bag until she comes up with another 99 pair of sunglasses and puts them on . She likes these better , she decides .CLOSE on C.U . of TRAVIS :CUT TO :IRIS ' ROOM - DAYSport stands beside the bed .Iris is wearing her blue-tinted shades .Sport puts his hand on her hips . He is slowly , carefully , smoothly manipulating her . It 's the stone black hustle .Sport puts some slow soul music on the stereo .Sport slowly grinds his hips to hers . Iris starts to move with him . This is what she really wanted . Her man 's attention .Sport slowly rubs his crotch into her . Iris smiles . She is happy . The music rises .CUT TO :FIRING RANGE - DAYTRAVIS stands at the firing range blasting the .44 Magnum with a rapid-fire vengeance . He sets down one gun , picks up the next , then the next . Quickly reloading , he fires again . The targets spin and dance under his barrage . The piercing sound of GUNSHOTS ring through the air .CUT TO :

TRAVIS is again writing at the table . His western shirt is open , exposing his bare chest . A note of despair and doom has entered into TRAVIS ' normally monotone narration voice : this will be the last entry in his diary .CUT TO :LENGTHY P.O.V . SHOT from TRAVIS ' taxi : we see New York 's nightlife as TRAVIS sees it . CAMERA TRACKS down midtown sidewalks in SLIGHTLY SLOW MOTION . There we see : COUPLES , walking in SLOWING MOTION , young couples , middle- aged couples , old couples , hookers and johns , girlfriends , boyfriends , business friends -- the whole world matched up in pairs , and TRAVIS left wandering alone in the night . Others would notice the breasts , the asses , the faces , but not TRAVIS : he notices the girl 's hand that rubs the hair on her boyfriend 's neck , the hand that hangs lightly on his shoulder , the nuzzling kiss in the ear .MATCHCUT TO P.O.V . : another neighborhood , LATER IN THE NIGHT . Still in SLIGHTLY SLOW MOTION . The CROWDS are more sparse here , the streets darker . A JUNKIE shudders in a doorway , a WINO pukes into a trash can , a STREET-WALKER meets a prospective CLIENT .CUT TO :

TRAVIS , his shirt fastened , stands beside table . C.U . : He lays a brief hand-written letter on the table . We read it . Dear Iris , This money should be enough for your trip . By the time you read this I will be dead . Travis TRAVIS stacks five crisp hundred dollar bills beside the letter , folds them up with the letter , and puts them into an envelope . TIMECUT : A SHORT WHILE LATER . TRAVIS has cleaned up his apartment . Everything is neat and orderly . CAMERA PANS across room . The mattress is bare and flattened out , the floor is spotless , the cans and bottles of food and pills put out of sight . The wall is still covered with Palantine political paraphernalia , but when we reach the desk we see only four items there : an open diary and three loaded revolvers : .44 , .38 , .25 . TRAVIS , freshly shaved and neatly dressed , stands in the middle of his clean room . The empty holster hangs on his shoulder . Metal .25 gliders can be seen under the slit in his right sleeve . He turns toward table .CUT TO :TRAVIS , envelope in hand , closes the door behind him and walks down the corridor . He passes a ajar door and we are suprised to see the room is empty -- and trashed . Travis lives in a decaying , if not condemned building .

TRAVIS places the envelope to IRIS in his mail box . BACK IN APARTMENT . CAMERA CLOSE ON revolvers lying on the table in neat array .CUT TO :FADE IN : SOUND of a political rally : cheering , laughing , a band playing , talking . AFTERNOON . A CROWD of about 500 PERSONS is assembled before a platform outside a Brooklyn union hall . A DIXIELAND BAND is playing on the platform . C.U . CHARLES PALANTINE 's feet climb out of a limousine . There is a ROAR from the nearby CROWD . PALANTINE , a bulky SECRET SERVICE MAN to the right and left of him , pushes his way through the CROWD toward the platform . Still cameras click , and TV cameras purr . SLIGHT TIMECUT : PALANTINE is speaking on the platform .CUT TO :TRAVIS ' empty taxi sits parked a few blocks away from rally . At this distance , the rally sounds are almost indistinguishable . C.U . of TRAVIS ' boots walking . They make their way past one person , then two , then a cluster of three or four . SOUNDS of rally increase . We see a FULL FIGURE SHOT of TRAVIS : he is standing alone in an opening near the fringes of the CROWD . TRAVIS looks like the most suspicious human being alive . His hair is cropped short , he wears mirror-reflecting glasses . His face is pallid and drained of color , his lips are pursed and drawn tight . He looks from side to side . One can now see the full effect of TRAVIS ' lack of sleep and sufficient diet -- he looks sick and frail . Even though it is a warm June day , TRAVIS is bundled up in a shirt , sweater and Army jacket buttoned from top to bottom . Under his jacket are several large lumps , causing his upper torso to look larger than it should . He is slightly hunched over and his hands shoved into his pockets . Anyone scanning the crowd would immediately light upon TRAVIS and think , `` There is an assassin . '' TRAVIS pulls the vial of red pills from his pocket and swallows a couple .CUT TO :SECRET SERVICE MAN standing beside the platform , scanning the CROWD . It is the same SECRET SERVICE MAN TRAVIS spoke to at the first rally . TOM , dressed in a conservative suit , stands beside him . PALANTINE is wrapping up his short speech :TRAVIS begins moving up into the crowd .PALANTINE steps back , smiling and receiving the applause . Then , nodding , at the SECRET SERVICE MAN he descends the stairs and prepares to work his way through the CROWD . TRAVIS unbuttons the middle two buttons of his jacket , opening access to his holster . With the other hand he checks the .44 hooked behind his back . PALANTINE smiles and shakes a few of the many hands outstretched toward him . The SECRET SERVICE MAN , scanning the CROWD , spots something that interests him . He looks closely . SECRET SERVICE MAN 'S P.O.V . : TRAVIS , his face intense , pushes his way through the CROWD . PALANTINE works his way through crowds and cameras . SECRET SERVICE MAN motions to SECOND SECRET SERVICE MAN and points in TRAVIS ' direction . TRAVIS slips his hand into his jacket . The SECOND SECRET SERVICE MAN converges on TRAVIS from the side . TRAVIS and PALANTINE draw closer to each other . SECRET SERVICE MAN , walking just behind PALANTINE , grabs the candidate 's hand and pulls him backward . PALANTINE looks sharply back at SECRET SERVICE MAN who motions for him to take a slightly altered route . TRAVIS sees this : his eyes meet the SECRET SERVICE MAN 's . He recognizes the situation . To his right he spots the SECOND SECRET SERVICE MAN . TRAVIS ' eyes meet PALANTINE 's : candidate and would-be assassin exchange quick glances . TRAVIS hastily works his way back through the CROWD . He hears the SECRET SERVICE MAN 's voice call out :OVERHEAD SHOT reveals TRAVIS has the jump on his pursuers . He is breaking free of the CROWD while they are still mired in it . TRAVIS , free of his pursuers , quickly makes his way down the sidewalks . The SECRET SERVICE MEN look futilely about . TRAVIS jumps in his cab . Sweat covers his face .CUT TO :The film is moving fast now ; it pushes hard and straight toward its conclusion . We 're moving toward the kill . LATE AFTERNOON . TRAVIS ' taxi skids around a corner and speeds into Manhattan . TRAVIS checks his mail slot : the letter to IRIS has already been picked up by the MAILMAN . TRAVIS , stripped to the waist , walks back and forth across his INT . APARTMENT , wiping his torso with a bath towel . TRAVIS begins dressing : -- He straps the Army combat knife to his calf . -- He reflexes the metal gliders and the Colt .25 on his right forearm . INTERCUT : SPORT stands in his doorway on the LOWER EAST SIDE shot with LONG DISTANCE LENS . It is EARLY EVENING . INTERCUT : A pudgy middle-aged white PRIVATE COP walks up to SPORT . The two men laugh , slap each other on the back and exchange a soul shake . They discuss a little private business and the PRIVATE COP walks off in the direction of IRIS ' apartment . -- TRAVIS straps on holster and fits the .38 Special into it . INTERCUT : PRIVATE COP walks down block . -- TRAVIS hooks the huge Magnum into the back of his belt . He puts on his Army jacket and walks out the door . INTERCUT : PRIVATE COP turns up darkened stairway to IRIS ' apartment . NIGHT has fallen : TRAVIS ' taxi careens down 10th Ave . He speeds , honks , accelerates quickly . The glare of speeding yellow and red lights flash through the night . TRAVIS ' P.O.V . : PEDESTRIAN attempts to flag down TRAVIS ' taxi , but quickly steps back up on the curb when he sees TRAVIS has no intention of stopping for anything . INTERCUT : SPORT maintains his post in the dark doorway . He waves to a GIRL who passes , and she waves back . TRAVIS ' taxi screeches to a stop and parks obliquely against the curb .CUT TO :TRAVIS walks down the block to the doorway where SPORT stands . CAMERA TRACKS with TRAVIS . Without slowing , TRAVIS walks up to SPORT and puts his arm on his shoulder in a gesture of friendliness .TRAVIS pushes SPORT back into the dark recesses of the corridor .TRAVIS is being propelled by an inner force , a force which takes him past the boundaries of reason and self-control .SPORT looks into TRAVIS ' eyes , saying nothing : he realizes the seriousness of the situation . TRAVIS pulls his .38 Special and holds it on SPORT , pushing him even further back against the wall .SPORT reluctantly pulls a .32 caliber pistol ( a `` purse gun '' ) from his pocket and holds it limply . TRAVIS sticks his .38 into SPORT 's gut and discharges it . There is a muffled blast , followed by a muted scream of pain .Agony and shock cross SPORT 'S face as he slumps to the floor . TRAVIS turns and walks away before SPORT even hits . As TRAVIS walks away , SPORT can be seen struggling in the b.g . TRAVIS , he gun slipped into his jacket , walks quickly up the sidewalk . AROUND THE CORNER , TRAVIS walks into the darkened stairway leading to IRIS ' apartment . As he walks up the stairs , TRAVIS pulls the .44 Magnum from behind his back and transfers the .38 Special to his left hand . He walks up the steps , a pistol dangling from each hand . AT THE TOP OF THE STAIRS , TRAVIS spots THE OLD MAN sitting at the far end of the dark corridor . THE OLD MAN starts to get up when TRAVIS discharges the mighty .44 at him . BLAAM ! The hallway reverberates with shock waves and gun powder . THE OLD MAN staggers at the end of the corridor : his right hand has been blown off at the forearm . There is the sharp SOUND of a GUNSHOT behind TRAVIS : his face grimaces in pain . A bullet has ripped through the left side of his neck . Blood flows over his left shoulder . TRAVIS ' .44 flies into the air . TRAVIS looks down the stairway : there SPORT lies choking in a puddle of his own blood . He has struggled long enough to fire one shot . Falling , TRAVIS drills another .38 slug into SPORT 's back but SPORT is already dead . TRAVIS slumps to his knees . Down the corridor THE OLD MAN with a bloody stump is struggling toward him . TRAVIS turns his .38 toward THE OLD MAN . The door to No . 2 opens : IRIS ' scream is heard in the b.g . The bulky frame of the PRIVATE COP fills the doorway . His blue shirt is open , in his hand hangs a .38 service revolver . The PRIVATE COP raises his gun and shoots TRAVIS . TRAVIS , blood gushing from his right shoulder , sinks to the floor . His .38 clangs down the stairs . THE OLD MAN grows closer . TRAVIS smashes his right arm against the wall , miraculously , the small Colt .25 glides down his forearm into his palm . TRAVIS fills the PRIVATE COP 's face full of bullet holes . The PRIVATE COP , SCREAMING , crashes back into the room . THE OLD MAN crashes atop TRAVIS . The .25 falls from TRAVIS ' hand . Both men are bleeding profusely as they thrash into IRIS ' room . IRIS hides behind the old red velvet sofa , her face frozen in fright . TRAVIS , trapped under the heavy OLD MAN , reaches down with his right hand and pulls the combat knife from his right calf . Just as TRAVIS draws back the knife , THE OLD MAN brings his huge left palm crashing down on TRAVIS : THE OLD MAN 's palm is impaled on the knife . OLD MAN SCREAMS in pain . Police SIRENS are heard in b.g . With great effort , TRAVIS turns over , pinning THE OLD MAN to the floor . The bloody knife blade sticks through his upturned hand . TRAVIS reaches over with his right hand and picks up the revolver of the new dead PRIVATE COP . TRAVIS hoists himself up and sticks the revolver into the OLD MAN 's mouth . THE OLD MAN 's voice is full of pain and ghastly fright :IRIS screams in b.g . TRAVIS looks up :TRAVIS fires the revolver , blowing the back of THE OLD MAN 's head off the silencing his protests . The police SIRENS screech to a halt . SOUND of police officers running up the stairs . TRAVIS struggles up and collapses on the red velvet sofa , his blood-soaked body blending with the velvet . IRIS retreats in fright against the far wall . First uniformed POLICE OFFICER rushes in room , drawn gun in hand . Other POLICEMEN can be heard running up the stairs . TRAVIS looks helplessly up at the OFFICER . He forms his bloody hand into a pistol , raises it to his forehead and , his voice croaking in pain , makes the sound of a pistol discharging .Out of breath fellow OFFICERS join the first POLICEMAN . They survey the room . TRAVIS ' head slumps against the sofa . IRIS is huddled in the corner , shaking . LIVE SOUND CEASES . OVERHEAD SLOW MOTION TRACKING SHOT surveys the damage : -- from IRIS shaking against the blood-spattered wall -- to TRAVIS blood-soaked body lying on the sofa -- to THE OLD MAN with half a head , a bloody stump for one hand and a knife sticking out the other -- to POLICE OFFICERS staring in amazement -- to the PRIVATE COP 's bullet-ridden face trapped near the doorway -- to puddles of blood and a lonely .44 Magnum lying on the hallway carpet . -- down the blood-specked stairs on which lies a nickle- plated .38 Smith and Wesson Special -- to the foot of the stairs where SPORT 's body is hunched over a pool of blood and a small .32 lies near his hand -- to CROWDS huddled around the doorway , held back by POLICEOFFICERS-- past red flashing lights , running POLICEMEN and parked police cars -- to the ongoing nightlife of the Lower East Side , curious but basically unconcerned , looking then heading its own way .FADE TO :FADE IN :

It is EARLY FALL . The trees are losing their leaves .CUT TO :SLOW TRACKING SHOT across INT . APARTMENT . Room appears pretty much the same , although there is a new portable TV and an inexpensive easy chair . VISUAL : TRACK begins at table and works across the room to the mattress . We see these items : -- On the table rests the diary , closed . A desk calendar stands on the table : it is October . -- Across the wall where the Palantine clippings once hung there are now a series of new newspaper clippings . Right to left , they read : 1 . The first is a full back page from the N.Y. Daily News . Headline reads : `` CABBIE BATTLES GANGSTERS . '' There are large photos of police standing in IRIS ' room after the slaughter , and a picture of TRAVIS ' cabbie mug shot . 2 . Underneath there is a more discreet clipping without photo from the N.Y. Times . Two-column headline reads : `` Cabbie Shootout , Three Dead . '' 3 . A follow-up story from the News . Two-column photo shows plain middle-aged couple sitting in middle-class living room . Two-column headline reads : `` Parents Express Shock , Gratitude . '' 4 . A two-column Daily News story without photo . Headline reads : `` Taxi-Driver Hero to Recover . '' 5 . A one-column two-paragraph News story stuck on an obscure page . Headline reads : `` Cabbie Returns to Job . '' -- At the end of the clippings , a letter is tacked to the wall . It is a simple letter hand-written on plain white paper . The handwriting makes a conscious effort to appear neat and orderly . We recognize that it is the same letter that is being read in voice over . -- When we finally arrive at the mattress , we find it is barren . A pillow and blanket ( new purchases ) are folded at the head of the mattress . AUDIO : THROUGHOUT THE TRACK , we hear the voice of a middle- aged uneducated man reading in voice over . It is the voice of IRIS ' FATHER and he is reading a letter he sent to TRAVIS , and which TRAVIS has tacked to his wall .CUT TO :

Dear Mr. Bickle, I ca n't say how happy Mrs. Steensma and I were to hear that you are well and recuperating. We tried to visit you at the hospital when we were in New York to pick up Iris, but you were still in a coma. There is no way we can repay you for returning our Iris to us. We thought we had lost her, but now our lives are full again. Needless to say, you are something of a hero around this household. I'm sure you want to know about Iris. She is back in school and working hard. The transition has been very hard for her, as you can well imagine, but we have taken steps to see she never has cause to run away again. In conclusion, Mrs. Steensma and I would like to again thank you from the bottom of our hearts. Unfortunately, we can not afford to come to New York again to thank you in person, or we surely would. But if you should ever come to Pittsburgh, you would find yourself a most welcome guest in our home. Our deepest thanks, Burt and Ivy Steensma

Four cabs stand in the waiting line in front of the hotel . Near the entrance , TRAVIS and WIZARD stand in the light talking . TRAVIS ' hair is almost fully grown back to its normal length . TRAVIS wears the same clothes -- cowboy boots , jeans , western shirt , Army jacket -- but he is n't wearing a gun . There is a thick scar on the left side of his neck . Wizard is speaking .CHARLIE T. parks his cab in line and walks toward TRAVIS and WIZARD .CHARLIE T. points his pistol/finger at TRAVIS , fires , says `` Pow '' and laughs .They all turn . P.O.V . of DOORMAN closing rear door of TRAVIS ' taxi .Take it slow , Killer . TRAVIS waves back to CHARLIE T. and WIZARD as he runs around cab and jumps in the driver 's seat . TRAVIS ' taxi pulls away . C.U . TRAVIS at the wheel . A FEMALE VOICE says :TRAVIS recognizes the voice . He looks in the rear-view mirror : It is BETSY . TRAVIS says nothing : he heads toward 56th Street . After a silence , BETSY speaks :There is an uneasy pause .There is another pause .

TRAVIS ' taxi pulls up to 34 East 56th Street .BETSY digs in her purse .BETSY gets out of the cab and stands by the right front window , which is open . TRAVIS prepares to drive away .BETSY steps away from the curb and TRAVIS drives off . She watches his taxi . CAMERA FOLLOWS TRAVIS ' taxi as it slowly disappears down 56th Street .SUPERIMPOSE TITLES : THE END

Jim Cash & Jack Epps, Jr. Story by Peter Craig and Justin Marks Screenplay by Ehren Kruger and Eric Warren Singer and Christopher McQuarrie Paramount Pictures

FIGHTER JETS roll on the silhouetted deck as FLIGHT CREWS work their technical ballet. Men and women devoted to detail and duty, preparing their warriors for the arena. All the while, MUSIC builds over OPENING TITLES as jets LAUNCH into the sky, afterburners blazing, roaring like thunder...

AN F-18 silhouetted against the morning sky, rising to the main deck. A HELMET edges into frame, bearing red white and blue stripes along with the name: MAVERICK. BOOM UP TO REVEAL the man holding the helmet, his back to us, his head turned slightly. Something troubles him. Deeply.And as the pilot turns we MATCH CUT TO:

Mach ten. That's Mach ten two months from now. Today's test point is Mach Nine.

They want Mach ten, let's give it to them. Get her ready to run up at eighteen-thirty.

Roger. Darkstar, is cleared Isabella, Owens, 25-0-8 above flight level six-zero-zero. Switching to test.

My bad. You guys were right. Looks like it's breaking up. Guess I'm buying the beers tonight.

Warlock, Sir. I must admit, I wasn't expecting an invitation back.

Actually, sir, I finished second. Just want to manage expectations.

Normally, this would be a cake-walk for the F-35's stealth. But the GPS jamming negates that.

Well, it's a been a while since I've flown an F-18... And I'm not sure who I'd trust to fly the other three.

Sir, that was thirty years ago. I lasted two months. This is not where I belong.

Disrespect a lady, the Navy, or put your cell phone on my bar...

Good morning. The F-18 NATOPS. It contains everything there is to know about your aircraft. What's the load limit of the F-18?

So you know the manual/book. Inside and out. Along with the so called limits of your aircraft.

What the enemy doesn't know is you. Your limits. I intend to find them. Test them. Push beyond... Flying faster than the speed of sound with one split second to make a life or death decision requires a level of trust, feel, instinct that doesn't exist in any manual.

Today we're going to start with what you only think you know. Show me what you're made of.

That's a mistake. Cover your wingman, Hangman. ALT: That's a mistake. Never leave your wingman, Hangman.

Now I know why they call you Hangman. Permission granted. You ready?

Continue. We're still on. C'mon Bradley, nose down. Just a little lower and you have me.

That's what they've been told for their entire careers - while they've been dropping bombs from high altitude with little to no dogfighting. The parameters of this mission call for something they've never encountered-

It's a request to lower the hard deck, sir. To practice the low- level bombing run. Per the mission parameters.

Phase one of the mission will be a low-level ingress, attacking in two- plane teams. You'll fly along this narrow canyon to your target. Radar guided surface-to-air missiles defend the area.

These SAMs are lethal, but they were designed to protect the skies above. Not the ground... Not the canyon below.

Speed on the day...860 knots. Minimum. Time to target, two and a half minutes.

That's because these Fifth generation fighters are waiting at an airbase nearby...

Simultaneous to your ingress, a carrier-based strike will take out this airfield, but if any of these planes are airborne before that, they'll anticipate your target and immediately move to defend it. In a head-to-head with these planes in your F18s... you're dead.

You want to get in, hit your target and be gone before these planes even have a chance of catching you. This makes time your greatest adversary.

The faster you navigate this canyon, the harder it will be to stay under the radar of these enemy SAMs. The deeper you are in the canyon, the less margin for error there will be. The tighter the turns, the more intensely the force of gravity on your body multiplies.

You've all faced sustained Gs before. But this... This will take you and your aircraft to the breaking point.

For today's exercise, we'll start easy. You'll be flying a route on your nav-system which simulates the valley. Maximum ceiling: three hundred feet. Time to target: three minutes. Good luck.

And why didn't you anticipate the turn? You were briefed on the terrain.

A minute late. He gave the Enemy aircraft time to shoot him down. He's still dead.

I thought he would eventually understand why. I hoped he'd forgive me.

I shouldn't be teaching the mission I should be flying it. Don't ask me to send someone else to die. Don't ask me to send him. Send me.

I'm not a teacher. I'm a fighter pilot. A naval aviator. It's not what I am, it's who I am... How do I teach that?

Even if I could, it's not what Rooster wants - it's not what the Navy wants. That's why they canned me the last time. You're the only reason I'm still here.

I get it. Rooster's not the only one holding back. I'm afraid...

You knew Rooster was on this assignment before you chose me, didn't you?

He's flying with his father's ghost up there. I know a thing or two about that.

We have one week left to focus on phase two - the most difficult stage of the mission: a pop-up strike with a steep dive requiring nothing less than two consecutive miracles.

As you know, the plant rests between two mountains. To maintain the lowest possible altitude, you'll invert directly into a steep dive. Your target is an impact point less than three meters wide.

The two-seat aircraft will paint the target with a laser bullseye. The lead single seat will breach the reactor by dropping a laser- guided bomb through an exposed ventilation shaft on the surface. That's miracle number one.

Should you manage to avoid this mountain, you'll climb straight up, into enemy radar, losing all your airspeed. Within seconds, you'll be fired upon by enemy SAMs.

How fast you can dive back down into the canyon, will mean the difference between life and death.

That's the accepted limit. To survive this mission you'll have to pull beyond that, even if it means bending your air frame.

Climbing out of that canyon, you'll be a sitting duck, with SAMs coming at you from all directions.

Your only chance of survival will be to get what's left of your aircraft below radar again. Then follow this canyon back to the carrier.

That's if you strike the target on time. If you don't, you may have an even bigger problem to contend with.

You'll be flying in a damaged F18 against one of the most lethal fighter planes ever produced.

They'll keep Phoenix and Bob in the hospital overnight for observation. But they're going to be okay.

You've been lucky. Fly long enough, it'll happen. There will be others.

No, ready to forget the book. Trust your instincts. Don't think. Just do. You think up there, you're dead. Believe me.

Ice understood what it is to be a wingman. A wingman is willing to defend your life with their own...stay with you no matter how impossible the odds... More than anything, a wingman is there to push you beyond your limits, encourage you to find the very best in yourself. Ice was a wingman to his family, his friends, to every life he touched. That is why I know he'll never be truly gone.

Maverick to Range Control. Entering at Point Alpha. Confirm a green range.

Most importantly, remember coffin corner. On the climb out of the valley, you'll be exposed to enemy missiles. Remember, get low as fast as you can and break for home.

You're the best of the best. It's an honor to be flying with you.

Forget the sir. We're all the same rank today. Dagger One up and ready on Catapult one.

You have exactly thirty seconds to get it working. We're counting on you, Fanboy.

Rooster, we're tight on time if we want to outrun those bandits. Where are you?

You're just in time. Let's deliver the mail and go home. Phoenix, we are popping in three, two, one-

You think I took that SAM so you could end up down here with me? You should be back on the carrier by now.

I saved your life. That was the whole point. WHAT THE HELL WERE YOU EVEN THINKING?

When I give you the signal for air, here, flip this switch 'til the needle gets to 120. When I start the engine, you're gonna shut this off, you're gonna pull all the pins. You're gonna disconnect everything.

There's a good chance the chutes we have on were packed in the late eighties, but sure. Go for it.

C'mon, don't say old. It's vintage. One more time, if anything goes wrong and it probably won't. But if it does, I'll just open the canopy-

PETE "MAVERICK" MITCHELL opens his eyes from a deep sleep. He sits up, takes a deep breath, taking in the humble trailer he calls home. For those of us who know Maverick from long ago, we're left to wonder how he ended up here. He stands, moves to the kitchenette to start the coffee machine and, along with, his day.

CLOSE ON the door of Mav's trailer as he exits, holding a plate with his breakfast and a cup of joe. Pull back with him TO REVEAL: The Airstream occupies a space one could only describe as the ultimate bachelor pad - motorcycles, a vintage car, a workbench covered with memories of a life dedicated to flight and, the centerpiece: A World War Two-era P-51 MUSTANG. If we suspected for a moment that Maverick had ended up on his ass, we were sorely mistaken. TIME CUT: As Maverick eats his breakfast at a small table across from an empty chair. CONTINUED: Maverick finishes his breakfast, stands, pats the P-51 with affection as he passes her on his way to the workbench. REVEAL: CLOSE SHOTS of Mav's surroundings (as he dresses in b.g.): TROPHIES and AIRSPEED RECORDS, PHOTOS of a younger Maverick, with ICEMAN, at Ice's wedding, with GOOSE, CAROLE and their young son BRADLEY. Mav with that same boy as a TEEN. He opens a cabinet lined with jackets. He pulls one out, wrapped in plastic, saved for special occasions, it seems. He rips the plastic off revealing patch laden leather that's been around a long, long time. Mav passes a calendar, the date marked in red:

He walks past a COLLECTION OF MOTORCYCLES, a beaten up old Pepsi machine, stops at one bike under a tarp. Revealing a familiar '86 KAWASAKI NINJA.

VROOOM. Maverick screams away from the hangar, spiraling dust, taking his machine to the limit.

A maximum security military facility. At a gatehouse checkpoint, two ARMED UNIFORMS see him coming, open the gate, wave him through without stopping. They watch him go.

A prototype high-hypersonic jet, THE DARKSTAR, dominates the hangar. It is unlike any machine we've ever seen before - itching to scream across the heavens. All it needs is a pilot. Mav strides in, ready to ride it. He stops, sees: Several ENGINEERS (JACK, SIMON & MATTHEW) and TECHS, strangely motionless. Something is amiss. All sense of momentum stops. An amiable, salty Warrant Officer, BERNIE "HONDO" COLEMAN (35), grimaces.CONTINUED:Hondo looks to SIMON, the meek engineer who balks.Maverick focuses on Simon.CONTINUED: (2)The team looks out at the perfectly calm, clear sky.CONTINUED: (3)Matthew gives Simon a shoulder tap.

Of course. The Drone Ranger. He wants our budget for his unmanned program...

Mav, Cain's coming down now. He's on his way to shut us down personally.

Mav, for God's sake, you don't need to do this. She hasn't passed mach eight point five. She's months away from ten. There's no way this ends well.

Hey, you know, Mike called. He's out in Reno with all those billionaires racing their P-51s. He's making money hand over fist fixing warbirds, test flying 'em, too. He needs guys who know their stuff. We'd be rolling in it.

Now remember. Contact threshold is Mach ten. Not point-one, not point- two. Mach Ten. That should keep the program alive.

Darkstar, you are cleared above six- zero-zero. Increase to Mach 3.5.

He's already at 60,000 feet, sir. On the test profile for Mach nine-

This is where we've had trouble with comms. Earth's curvature...

Sir. Bernie Coleman. They call me Hondo. I work with Maverick. But don't hold it against me.

There's bird guts all down the starboard side of Mav- Of Captain Mitchell's plane, sir. Phoenix was flying in tight formation with him. I'm guessing the wreckage'll show she took a flock of birds head on.

The minute Hangman touches down, pull the trip wires and have the barricade stanchions ready.

Mach nine-three... nine-four. Passing one hundred thirty thousand. Approaching high- hypersonic.

State of the art. Maverick runs a treadmill. He wears a HIGH- TECH OXYGEN MASK and heart monitor. Deep, steady breathing.But he doesn't. He just keeps running. A17 TIME CUT: Mav finishes dressing in a pressure suit. A17But Maverick isn't listening.

DOZENS OF DARKSTAR TEAM MEMBERS - a mix of MEN and WOMEN - CIVILIANS and MILITARY alike, mill about in a long corridor, talking quietly, waiting. A door opens OS and everyone falls silent. All eyes focus on: MAVERICK, clad in his space suit, carrying his oxygen. We follow him from behind, watching as the team parts to let him pass. Hondo falls in step with him. We move with them in profile. AA17 CONTINUED: AA17And off Hondo's sigh we CUT TO:

CLOSE ON: Mav's gloved hand stroking the nose of the aircraft. WITH A TECH carrying his O2 unit, Mav does a walk-around inspection of the prototype jet. The engineers look on.

Maverick STRAPS IN the pilot's chair. TECHS attach cables and hoses, secure Mav to his seat, give his harness a big yank. He fist bumps both of them before they step down. Hondo remains.The canopy LOWERS, drowning him out. Mav gives a thumbs-up. Hondo glares. Gives a reluctant thumbs-up back and hops down. Maverick takes a deep breath, a moment of apprehension as it sinks in what he's about to do.

Hondo now has a headset on, amongst Engineers and Techs watching satellite feeds, cockpit cameras, etc.

Mav presses the APU START button and the left engine whines.Mav flips switch and the left engine whines.CONTINUED:Mav flips switch and the right engine whines.

Hondo turns to his engineers.The engineers at their consoles give a thumbs up.With a PRIMAL ROAR, exhaust cones spit plumes of BLUE FIRE.

Good morning, aviators. This is your Captain speaking. Welcome to basic fighter maneuvers.

All right. You've all shown me some real talent. You've also proven the very best often have the most to learn. Two of you have my eye for team leader.

Mav is on the radio.Mav is taxi-ing.CONTINUED:CONTINUED: (2)Mav moves the stick accordingly.CONTINUED: (3)Maverick presses reset button.Mav sets the frequency for 241.125. The Darkstar rolls out, lining up on the tarmac. RUMBLING... CONTINUED: (4)Maverick pushes the throttle forward.Maverick thinks this over.Maverick pushes the throttle forward. Afterburners kick in. Maverick takes off.

Darkstar, you're cleared taxi. Runway two-one. Winds two-one-zero at ten.

Tower, Darkstar is ready for take- off. Requesting unrestricted climb to six-zero-zero and above.

Darkstar the runway's yours. Unrestricted climb to flight level six-zero-zero and above is approved. Contact Joshua on three- six-zero point two.

Darkstar, you're cleared Isabella and Owens MOAs, test area 25-0-8 above flight level six-zero-zero. Your test frequency is two-four-one point one-two-five.

Maverick, Cain just pulled up to the gate. We got a choice here, we can stop this right now. How do you feel?

A government sedan arrives. The checkpoint guard meets it:CONTINUED: The guard glances at the OMINOUS SILHOUETTE in the back seat and waves the sedan through. Just then, a distant rumbling catches their attention, growing louder, shaking the foundations of the guardhouse. REAR ADMIRAL CHESTER "HAMMER" CAIN, a cold-eyed 2-Star Admiral emerges from the back of his sedan as: DARKSTAR SUDDENLY RIPS OVERHEAD WITH A DEAFENING ROAR. Cain's driver recoils, hit by a gale force DUST BLAST. Cain himself just closes his steely eyes.

Hondo and the crew of Engineers and Techs sit with headsets, watching satellite feeds, cockpit cameras, telemetry, etc.

You're smoked there, Omaha. Head on home. Next sortie. Come and get it.

Rough Rider. Dagger, Texaco complete. Comanche, standby check- in.

Rough Rider, this is uh... Ghostrider. We have repossessed an enemy Tomcat. Splash two bandits. We are inbound, tracking south. Hold your fire.

Cain walks in. Engineers stand, struggle to act as if nothing's amiss.B26 CONTINUED: B26 Awkward looks all around. Hondo never takes his eyes off of Cain as he reaches for the radio.

Thirty plus years of service... combat medals... citations... the only man to shoot down three enemy aircraft in the last forty years... ALT: distinguished...distinguished.

Yet you can't get a promotion, you won't retire and, despite your best efforts, you refuse to die. You should be a two-star admiral by now. If not a senator. Yet here you are... Captain. Why is that?

These planes you've been testing, Captain, one day they won't need pilots at all. Pilots that need to sleep, eat, take a piss... Pilots that can disobey. All you did was buy time for those men out there.

Escort this man off the base... take to him to his quarters... wait with him while he packs his gear...

Call came in with impeccable timing. Right when I was driving here to ground your ass once and for all. It galls me to say it, but for reasons known only to the almighty and your guardian angel... you've been called back to Top Gun.

The end is inevitable, Maverick. Your kind is headed for extinction.

Mav hits switches: main engines SHUT DOWN. An eerie silence, then a THUNDEROUS PEAL as SCRAMJET engine bursts to life. Darkstar ROCKETS into the upper atmosphere, where rapidly thinning air gives way to the blackness of space.

The Engineers are rapt, monitoring with nervous tension...CONTINUED:

Maverick is, in fact, simulating the breakup verbally:Mav says nothing, his half-smile turning to pure focus.

Simon, the meek engineer checks a monitor to reveal a trickle of code unreadable to the untrained eye - gaining speed.

Thin atmosphere screams past Darkstar's prow, SHEETING INTO FLAME from the concussive friction. Maverick's in the zone: CONTINUED:He's hitting switches, making minute adjustments. Exertion. Sweat. Airspeed gauges spin upward...

Temperature's climbing. Responses still stable. We're feeling good.

They share looks of concern. Everyone is sweating. They are into the unknown now... Hondo looks at the flight data monitor, a steady flow now.

And he gently nudges the stick.Mav stows his final test card, looks to the now-blank board. He shuts eyes, trusts his feel, and whispers:And he gently nudges the stick.

Looking down from space, that Darkstar leaves a contrail in a wide arch across the western half of the U.S.

Amidst the celebration, one engineer now notices: CONTINUED:Cain steps to the screen with just a hint of a smile.

But Mav's all resolve. He tenses the throttle, JAMS it all the way forward. Gauges roll past Mach 9.3... 9.4...

CLOSE ON: One of the tech's screen flashes a SURFACE TEMP HOT warning.'Hondo looks at Cain who stares back.

Scramjet engine SCREAMING like a banshee, PLASMA ripping off the nose, casting a purple glow over the cockpit. The speed gauge keeps rolling and reaches Mach 10. Mav grits his teeth.Wind shield hot caution. CONTINUED:Maverick looks down at the warning lights.

The team CHEERS. Hondo notes the data recorder exploding with new data. A gusher. Cain realizes what this means. The geeky engineer pumps a fist:But Hondo stares at his monitor. He knows his friend well.

The speed gauge needle trembles ever so higher...You see? I knew you could do it. But now Darkstar JOLTS VIOLENTLY. WARNING LIGHTS pepper the console, ALARMS buzzing in his ear. He swallows hard: BOOM. Maverick is slammed against the canopy.

All screens go DARK. The stream of flight data vanishes.Static. Cain doesn't say anything. He doesn't need to.

A bell jingles. One by one, PATRONS take in a sight at the door in awe. REVEAL: Maverick, dazed, parched, helmet in one hand, stick in the other. Patrons stare. A WAITRESS at the counter pours water for a dumbstruck CUSTOMER and his YOUNG SON eating ice cream.Maverick motions towards the ice water she just poured. She hands it to him. He drinks it. All of it.NOISE O.S. Helicopters. The sound of his fate.

A Navy "Rescue Hawk" HH-60 helicopter lands. Maverick is escorted into the waiting embrace of TWO MPs. Maverick glances back at the heli as it flies away. He sighs, walks away with the MPs to face the music.

Mav enters, followed by the MPs. He stops. REVEAL: B47 CONTINUED: B47 Hondo and the same Darkstar team members Maverick left behind are here to greet him. The emotions are mixed; they are proud of what they've all achieved, but unsure of the cost was worth it. He moves on. They part for him, offering muted thanks, some words of encouragement. Some can't even look him in the eye. It is a solemn moment of farewell. The passing of a legend. As he passes the last of them, he stops and looks back. (Note: We stay in the wide so as not to undercut the moment later in Cain's office)Bittersweet smiles from the team. Yes they did. Mavericks walks on, ready to face the music. Out on his terms.

SILENCE. The SPs flank the door. Cain sits behind a desk, turns page after page of a file. Mav waits, sweating in his flight suit, gently thumbing the stick in his hand.After a long wait, Cain closes the file, stares.CONTINUED: He stares, waits. Maverick's smile flickers ever so slightly. This is the end of the line. Beat:Cain stands. Stares out the window at the future.Without taking his eyes off Maverick:Beat.Cain turns, sits back at the desk. Even Maverick is confused.CONTINUED: (2) Maverick stands, hesitates, can't help himself:He plants the DARKSTAR'S STICK on the desk.Cain never looks up. Maverick turns to leave, stopping on:And with a sly grin, Maverick is gone.

AERIAL RIPS over Point Loma revealing the North Island NAS, as the TOP GUN ANTHEM theme kicks in.

Maverick rips down a taxiway as an F-18 Super Hornet takes off beyond. He watches it soar. Can't believe he's back.

Mav rides along an entry drive, stopping to look up at: An old F-14 TOMCAT displayed on a museum pedestal like a relic from a bygone era. CLOSE ON: The faded name just under the canopy:

CLOSE ON: Photos of faces we might recognize: ICEMAN, SLIDER and, of course, GOOSE. For anyone unfamiliar, it's obvious there is story here - Glory and ghosts. We pass a photo of ICEMAN AND MAVERICK, settle on a prominent photo of: A stern-jawed ADMIRAL TOM KAZANSKY aka ICEMAN. "Commander of the Pacific Fleet". REVEAL: Maverick, staring at the past.Maverick snaps from his thoughts.

A MONITOR with an image that means little to us now but will come to dominate our thoughts. A HANDSOME, SQUARE-JAWED MAN (40s) steps in front of it. This is:CLOSE ON: ADMIRAL BATES (55). An affable, brilliant two-star, otherwise known as:His tone is friendly enough, but the meaning is clear. No one is exactly excited to see Maverick back. CONTINUED:Awkward silence. Cyclone nods to Warlock who takes a remote and summons images on the monitors on the walls. Warlock clicks through SURVEILLANCE IMAGES of INDUSTRIAL BUILDINGS at the base of a forbidding valley.Maverick steps closer, studying the screens as Warlock points to corresponding satellite and archival images, along with a profile of the run:Maverick lets that go. He has to.CONTINUED: (2) The surface-to-air threat necessitates a low level, laser- guided strike, tailor made for the F-18. I figure two precision bombs minimum. Makes it four planes, flying in pairs. (studies topography) That's one helluva steep climb out, exposing you to all the surface-to- air missiles. Survive that, it's a dogfight all the way home.Beat. Maverick realizes.Maverick realizes...Beat.CONTINUED: (3) The words just hang there.Warlock hits a button and TWELVE PILOT I.D. PHOTOS appear:Maverick's eyes lock on one face in particular. The stoic face of BRADLEY "ROOSTER" BRADSHAW.Warlock is uncomfortable with this:Maverick has had about enough of this shit, but soldiers on.CONTINUED: (4)Maverick looks at the picture of Rooster one more time.

At ease. Captain Pete "Maverick" Mitchell. Your reputation precedes you.

It wasn't a compliment. Admiral Beau Simpson. I'm the Airboss. I believe you know Admiral Bates.

You two have something in common. Cyclone here was first in his class back in '88.

The target is an unsanctioned uranium enrichment plant, constructed in violation of a unilateral NATO treaty. The uranium produced there represents a direct threat to our allies in the region. The Pentagon has tasked us with assembling a strike team and taking it out before it becomes fully operational.

The plant sits in a recess at the end of this valley. Said valley is GPS jammed and defended by an extensive radar array, serving a limited number of fifth generation fighters which, in turn, are backed up by a plentiful reserve of surplus aircraft; F-16s and even a few old F-14s.

We've recalled twelve Top Gun graduates from their squadrons, all top of their class. You will narrow this pool down to six - the best of the best. They will fly the mission.

Bradley Bradshaw. AKA Rooster. I understand you flew with his old man... What was his call sign?

Captain Mitchell was cleared of any wrongdoing. Goose's death was an accident.

Let me be perfectly blunt. You weren't our first choice. You weren't even on the list. But someone put your name in the SECDEF's ear. We all know who.

Captain Mitchell has real-world experience akin to every segment of this operation.

You're here at the request of Admiral Kazansky. Iceman is a man I deeply admire. He seems to think you still have something to offer the Navy. What that is, I can't imagine. You don't have to take the job, but I should make it clear: This is your last post, Captain. You fly for Top Gun or you don't fly for the Navy. Ever again.

Five thousand feet is not just a rule. It is a law. As immutable as gravity.

It does not change without my approval and certainly not in the middle of an exercise. And that cobra maneuver of yours could have killed all three of you. I never want to see that shit again.

You're talking about the best fighter pilots on the planet, Captain.

You have less than three weeks. You will teach them how to fly as a team and how to strike the target.

Every morning from this day forward, you will brief us on your instructional plans, in writing. Nothing will change without my expressed approval.

This detachment has training to do, Captain. Every available minute counts.

The mission has been moved up one week. Last phase of training starts tomorrow.

Don't look at her. Answer the question. Would you say that his training left you no margin for error?

I can only imagine what you must be feeling. Take some time. Whatever you need.

Time to target is now four minutes. You'll be entering the valley level at reduced speed. Not to exceed 420 knots.

Well, Lieutenant you have a fighting chance against enemy aircraft. What are the odds of survival in a head-on collision with a mountain?

Now you will hit the target from higher altitude, level with the north wall. It'll be a little harder to hold your laze on the target but you'll avoid the high G climb out.

On the one hand, you've demonstrated that the mission can be flown. Perhaps in the only way it can be survived. On the other hand, you did so by stealing a multi-million dollar military aircraft and flying it in such a manner that it may never be airworthy again.

Iceman is no longer here to protect you. And I have everything I need to have you court-martialled and dishonorably discharged.

So, what do I do? Risk the lives of my pilots, not to mention the success of the mission, by sending them without you? Or risk my career by appointing you team leader?

This is what you've all been training for. Come home safely. Good luck to you all. Dismissed.

Tell him there's nothing he can do for Maverick. Not in a (goddamn) F- 18.

Negative. Not with those bandits in the air. We're not losing anyone else.

I'm Admiral Bates, NAWDC Commander. Welcome to your special training detachment. You're all Top Gun graduates, the elite, best of the best. That was yesterday. You've all spent your careers flying close air support for troops on the ground with little to no air-to-air threat.

The enemy's new fifth generation fighter has leveled the playing field. Details are few, but you can be sure we no longer possess the technological advantage. Success, now more than ever, comes down to the man or woman in the box.

This mission requires two F-18 Echo solo pilots and two Foxtrot dual- seat teams. Half of you will make the cut, half will remain in reserve... One of you will be named Mission Leader.

Your instructor is a Top Gun graduate with real-world experience in every mission aspect you will be expected to master. His exploits are legendary and he is considered to be one of the finest pilots this program has ever produced.

What he has to teach you may very well mean the difference between life and death. I give you Captain Pete Mitchell, call sign: Maverick.

To avoid contaminating the target valley with radiation, your mission has been moved up one week.

Your mission has been moved up one week to avoid contaminating the target valley with radiation.

At the request of Hondo here, I've just been down to inspect Captain Mitchell's plane.

It's an underground bunker tucked between these two mountains. Your route of ingress is heavily defended by surface to air missiles, backed up by fifth generation fighters.

Once your F-18 strike team crosses the border, Tomahawk Missiles from the USS LEYTE GULF will be launched in a synchronized strike on the enemy's airfield... here.

The moment those Tomahawks hit, the enemy will know you're coming. Your time to target will be two minutes and thirty seconds. Any longer than that and you will be exposed to any aircraft the Tomahawks may have missed.

An old yacht club converted into a ramshackle shrine to wild nights and Naval history, beneath a big sign ("The Hard Deck") and a small one ("Help Wanted").

Quiet. A FEW PATRONS waiting for the evening to kick off. Maverick, in his civvies, sits at the bar, his back to the door. In the corner, he sees TWO YOUNG PILOTS playing darts: JAVY "COYOTE" MACHADO and JAKE "HANGMAN" SERESIN. CONTINUED: Hangman hits three bulls-eyes in a row, smiles, doesn't crow, takes money from Coyote before making brief eye contact with Maverick - no idea who he's looking at. CLOSE ON: Mav's phone buzzes on the bar. The icon photo is that of ICEMAN, in Admiral's uniform. ICE: That went well. Mav grudgingly responds. M: The kid's not ready for this mission. ICE: No one is. That's why you're here. M: You could have warned me. ICE: Would you have come? Maverick's thumbs hover, unsure how to reply. Beat. ICE: Sorry I couldn't be there. M: Where were you? Beat. ICE: Think it over. He sighs, places his phone on the bar.He looks up at THE BARTENDER: PENNY BENJAMIN has a striking face with kind eyes that have seen it all - so much that nothing really ever gets her down.CONTINUED: (2)CONTINUED: (3)He just looks at her.CONTINUED: (4)Pause.She reaches over and rings a bell, CLANG-CLANG-CLANG-CLANG. The entire bar CHEERS. AN AVIATOR slaps him on the back:Penny points to a "House Rules" sign:Maverick follows Hangman's eyeline to the door. The first of the night's REVELERS enter, occupying tables, circling the bar, giving the joint a little life. Among them are THREE PILOTS: REUBEN "PAYBACK" FLOYD, MICKEY "FANBOY" GARCIA, and NATASHA "PHOENIX" TRACE. CONTINUED: (5) Maverick watches them over to the pool table with interest.

Of all the gin joints in all the towns in all the world, he walks into mine.

Still mad at you. Retired. I moved back to be closer. And I have to admit it was the one place I thought for sure I'd never run into you.

I bought this place three years a go... You must be in a lotta trouble. No way you'd come back here willingly.

Come on. You've been saying that for thirty years. You said it after my father chased you out my bedroom window. You said it again when they busted you for that high speed pass. Next thing I know you're off to Bosnia. Then Iraq. Both times. I don't even remember the charges before they shipped you off to the desert, test-flying God knows what. You get yourself in trouble, Iceman makes a call, you're back in the air.

Trust me. No matter how improbable it seems right now, somehow you'll be back in a fighter plane with your tail on fire.

You never ask. That way I never get to say no. Well, this time it's no.

One thing you can say about Captain Mitchell. He always keeps his affairs in order.

We're going to flatten the sail. Sort of like raising the flaps on an airplane.

If you're not careful you could find yourself getting used to this.

I am serious. I have an example to set and I'm not in the habit of bringing men home on the first date.

But you're not finished. And you'll never be finished if you let it end like this. They're your pilots. If anything happens to them now, you'll never forgive yourself.

If you'd lost your wingman up there, you'd keep fighting. You'd never just give up.

You'll find a way, Pete. I know you will. Come back when you do.

Here I thought we were special, Coyote. Turns out the invite went to anyone... Keepin' it tight, I see, Phoenix.

A mission's a mission. That don't confront me. What I wanna know is who's team leader? And which'a y'all have what it takes to follow me?

Anyone follows you is just gonna... run outta fuel. But then that's you all over, ain't it... Rooster? Snug on your perch, waitin' for juuuuust the right moment. That never comes.

I just hastened the inevitable. Besides, I paid for it, didn't I?

ALT: The agreed upon hard deck is five thousand feet. The actual deck is Mama Earth and you are rapidly approaching it. ALT: Hard deck is five thousand feet, Rooster.

Rooster, you got him. You got him. DROP DOWN AND TAKE THE SHOT. TAKE IT. TAKE IT.

On this mission, a man flies like Maverick here or a man doesn't come back.

We're going into combat, son. On a level no living pilot has ever seen.

Not even him. It's no time to be letting the past hold you back-

I can't be the only one who knows that Maverick flew with his old man? Or that Maverick was flying when your old man-

A climb like that, at that speed, we'll be pulling at least eight Gs.

But you need someone who'll put the team first. I did not demonstrate that to you, sir.

Good afternoon, ladies and gentlemen, this is your savior speaking. Please fasten your seatbelts, return your tray tables to their upright and locked position and prepare for landing.

Phoenix smiles, annoyed but patient. As she approaches:Hangman demurs with a bit of false modesty.Hangman's smile fades. Coyote jumps in to defend.Hangman looks at Coyote. "Thanks for nothing."A56 CONTINUED: A56Phoenix motions, Coyote sees a guy with glasses sitting in the corner - human wallpaper: LT ROBERT "BOB" FLOYD.Beat. The other share a look. Bob would have to be invisible for no one to have noticed. And that's exactly what Bob is.Hangman walks away toward the bar as:Awkward pause. Phoenix studies him.Long pause. No telling what Phoenix thinks about this until: She grabs a pool cue.

You're looking at the only Naval Aviator on active duty with a confirmed air-to-air kill.

Mind you, the other guy was in a museum piece from the Korean War.

Everybody here is the best there is. Who the hell are they gonna get to teach us?

But it's not. And now you know a little something about Rooster.

What is going on with you? You trying to get kicked out? Breaking the hard deck. Insubordination. That wasn't you up there. Talk to me. What's up?

I'm going on this mission. But if you get kicked out, you could leave us flying with Hangman. So what the hell was that-

We broke the 300 foot ceiling. A surface-to-air missile took us out.

Continue. We're close. Stay on target. Be ready on that laser, Bob.

We suffered a double engine failure at low altitude. We had no choice but to eject.

We did what the mission calls for. Captain Mitchell is not responsible for what happened out there.

How about this, Sir? First one to get shot down does two hundred pushups.

The ceiling will be one hundred feet, time to target, two and half minutes.

It won't make a difference if we don't step on it. Rooster, bandits are inbound. Come on.

No, nothing yet. Nothing on radar. He must be somewhere behind us.

Maverick's turning on us. He's right behind us, going for position. ALT: Maverick's on us, he's on our tail. ALT: Shit, he's on us, he's on us.

We'll be pulling even higher G's, and the missiles will be real.

We're falling behind, Payback. Increase speed to five hundred knots.

Time to target is one minute thirty. We're twenty seconds behind. Increase to 900 knots.

We're twelve seconds late on target. We gotta move, we gotta move.

Bandit, Bandit. Radar contact. 20 miles left, ten o'clock. He's coming fast. 700 knots closure.

Air-to-ground check complete. Laser code verified 1688. Master-arm to go.

Hangman approaches with an empty bottle, gets Penny's attention.Maverick sighs, then:Maverick freezes. Over his shoulder, BRADLEY BRADSHAW, aka ROOSTER, enter. Phoenix strides over with open arms:He goes to hug her. She feints a punch to his gut, he flinches.Maverick watches with renewed interest as the pilots settle around the pool table everyone sizing everyone up. All of them are good. They all want to know who's best. Penny hands Hangman his beers.He heads back to the other pilots. More people are entering the bar, the night kicking off. Penny sees Maverick watching Rooster. B56 CONTINUED: B56Mav decides he should. Just as he stands, Rooster turns and looks at Mav, as if he knew he was there all along. They stare for a beat, then Rooster turns back to Phoenix. Penny sees this entire thing.Maverick hands her his card. Penny heads off with it to close him out.

Hangman, the only place you'll ever lead anyone is an early grave.

You shake my nerves and you rattle my brains/that kinda love drives a man insane...

What does it matter? You're gonna wash me out anyhow. ALT: You gonna wash me out?

Maverick. He pulled my application to the Naval academy. He set me back four years.

That's because the enemy knows no one is insane enough to navigate that low at high speed.

Easy for you to say. No kids, no family. No one to mourn you when you burn in.

I ping my ESAT, stay hidden till dark, then make for the extraction point.

Even if our ride is waiting, we'll freeze to death before we get there. That's if the enemy doesn't find us first... We're not going to the extraction point.

When was that? World War I? We don't even know if that bag'a ass can fly.

Both runways are cratered, Mav. ALT: Are both runways crated, Mav? ALT: It looks like both runways are cratered, Mav.

He's on us, he's on us. Here comes another one. SMOKE IN THE AIR. SMOKE IN THE AIR.

Bradshaw. As I live and breathe. He hands Rooster a beer.Phoenix and Rooster share a glance.Hangman winks at Rooster, needling him.C56 CONTINUED: C56 Hangman looks up from his next shot, stands and walks to Rooster, face-to-face.Cold beat. The song changes.He walks off. Rooster exhales as Phoenix steps up, unimpressed by the high-chesting. Rooster never takes his eyes off of Hangman as:ANGLE ON: Hangman stepping to the jukebox, smiles and makes a selection. JOHNNY CASH' COCAINE BLUES kicks off. The energy in the room shifts. It's Hangman's party. Mav makes note of this, shifts his eyes back to Rooster and Phoenix, who are slightly annoyed that it's too loud to talk now.Check it out. More patches. At the door: a second wave of PILOTS enter. More hot shots.C56 CONTINUED: (2) C56And a look darkens Rooster's face as he realizes...

Penny drops Mav's card on the bar.As Maverick sighs, reaches into his pocket: CLOSE ON: A hand grabs a power cord and yanks it from the wall. All of the music in the bar stops. The crowd groans, catcalls, whistles. CLOSE ON: Hands pull up a bench, open the lid of a piano. WIDE SHOT of the crowd, all heads turning as someone starts pounding on the piano. At the bar, Maverick turns and sees Rooster at the piano, playing away, the reaction in the room skeptical. In the back, Phoenix smiles, nods to Payback and Fanboy to follow her. They do, unsure of what's going on. Hangman stands up from his next shot at the pool table, left alone with Coyote. The party is no longer his. CLOSE ON: Rooster banging away on the keys, finishing the intro. He starts singing. Phoenix joins in, motions for Fanboy and Payback to do the same. It takes a moment, but people in the bar get into it. At the bar, Maverick holds up all the money he's got.D56 CONTINUED: D56Penny rings the bell, this time like a five alarm fire. Everyone cheers. Whatever that sound is, they love it.A hand grabs Maverick's shoulder. He turns to see Hangman, backed by Coyote, Payback and Fanboy. Maverick looks back to Penny.She waves him away. Maverick is dragged back, hoisted bodily into the air, carried to the door as the crowd chants:At the piano, Rooster plays on, his friends singing. His back to the action, he doesn't see Maverick being hauled out.

The "Over-board" CHANT builds. The back door BLOWS OPEN and Hangman and Payback force Maverick off back steps into the sand. A raucous CHEER erupts inside.The pilots all laugh and head back in.

Hangman high fives Coyote, greets the other pilots. But his smile fades when the music at the piano changes; the first strains of Great Balls of Fire. The crowd is into it now. Rooster has them in his hand. CONTINUED:

Maverick's headed for his bike, brushing off the sand. He hears the song, turns and looks back at the bar. MAV's POV. Through the windows, he sees Rooster at the piano.

Maverick sees a ghost. From this angle, the kid is a dead ringer for Goose, just as gawky and gangly, loving life. Penny clocks Maverick outside. She looks to Rooster, back to Mav. She knows something of this moment's significance.

MUSIC kicks in as jets arrive. Sleek F-18 (Echoes) and doubles (Foxtrots)... Maverick stands in the path of an arriving vehicle. Hondo steps out. As they walk:CONTINUED:Hondo looks at him. Maverick nods, for real.

All snap to attention. Cyclone watches from the wings as Warlock steps to a podium and addresses: Rooster, Phoenix, Hangman, Coyote, Bob, Payback and Fanboy along with pilots we met briefly in the bar: LT BRIGHAM "HARVARD" LENNOX, LT LOGAN "YALE" LEE, LT CALLIE "HALO" BASSETT and LT NEIL "OMAHA" VIKANDER, along with BILLY "FRITZ" AVALONE.Rooster and Phoenix share a look and sit up as Warlock reveals the image of a new enemy fighter. CONTINUED:Hangman winks at Phoenix, who just rolls her eyes.Rooster and Hangman share a glance. It's on.CLOSE ON: Cyclone shakes his head. Jesus.CLOSE ON: Rooster, hearing the name, his expression icy. Phoenix shoots him a concerned glance. She understands the significance of this moment. Or thinks she does. Maverick steps to the podium and the other pilots recognize him immediately. They all squirm, Hangman especially. Maverick looks past Rooster to Hangman and nods as if to say "that's right." He raises a thick bound MANUAL:CONTINUED: (2)Meanwhile, Hondo has sidled up next to Cyclone, whispering:Hondo smiles. Cyclone doesn't.As he slinks away: Maverick points to Coyote:CONTINUED: (3)He DROPS his copy of the manual in the trash. The trainees react. Cyclone glowers, throws a look to Warlock.Warlock nods. He'll deal with it. Cyclone walks out. This is not lost on Maverick or Hondo.And for the first time, Maverick and Rooster make eye contact.

CONTINUED:Morning, Sir. They immediately search the sky when they hear Mav. Rooster looks down at his radar: a wide cone shape emanating from the nose of a jet icon, sweeping an empty sky.

ROOSTER and PHOENIX/BOB are \[FLYING AS A TEAM\], heading toward a U-shaped cluster of RUSTED SHIPPING CONTAINERS.

In a separate sortie, Hangman and Payback/Fanboy fly at the same target: A small STEEL TARGET DRUM behind the containers.

Both teams' aircraft fly in tandem mimicking this maneuver. \[CLIMB A MOUNTAIN AND ROLL ONTO THEIR BACKS AT THE PEAK BEFORE DIVING UPSIDE DOWN. THEY ROLL UPRIGHT AND DIVE STEEPLY.\] Of course, they do so without mountains in their way.

In the foreground, \[MAV'S BLACK F-18 RISES INTO FRAME \] on a course to intercept.

As briefed the arena today is a ten mile radius. The hard deck is five thousand feet. ALT for arena: practice area The exercise is dog-fighting and the rules are simple. Working as a team, you have to shoot me down. Or else.

An officer's lounge, complete with bar. A speaker on one wall broadcasts Maverick's radio like an afternoon football game. The trainees not flying the first sortie are listening to the exercise over a radio on the bar. (They no longer enter).If I shoot either one of you down, you both lose. So cover your wingman. C77 CONTINUED: C77Hangman smiles.

Fanboy cranes his neck to look around and looks down at the radar.D77 CONTINUED: D77Masks go on. Maverick looks up. REVEAL: \[MAV IS SNAKING THROUGH VALLEY BELOW THEM.\], looking up at their exposed bellies.Woah.D77 CONTINUED: (2) D77Maverick is close to a firing position on Payback, seconds away.Rooster flies with everything he has, furiously fighting. \[ROOSTER DIVES DOWN THEN PULLS UP, TRYING TO GET AROUND.\]Rooster hustles, pulls a \[HYBERMECH TO LEFT\].Maverick pulls a \[HYBERMECH TO LEFT\].

Pilot masks are off. Rooster cranes his neck warily in every direction.

Fanboy's head cracks against the canopy, mask half on, almost losing helmet.

\[ROOSTER BREAKS WIDE LEFT\] and, for a beat, we think he's running.

The pilots are hearing all of this. Hangman loves it. E77 CONTINUED: E77 CLOSE ON Phoenix.

Our first taste of dog fighting shows how physically demanding air combat is. \[THE JETS RAPIDLY WEAVE IN AND OUT.\] Payback is coming around, trying to get guns on Maverick. \[PAYBACK DOES A HARD RIGHT TURN\]. Maverick, meanwhile is close on Rooster. Rooster is working hard, fighting for his life.

Rooster hears a loud shrill alarm. He angrily rips off his oxygen.Payback and Fanboy realize they are too late.

The class waits in silence. Phoenix stares out the window, Hangman paces. VOICE O.S.:CONTINUED: They nod to one another, psyche themselves up. Payback and Fanboy look out of the window. They take in the lonely sight of Rooster doing pushups.Phoenix joins them.

Fritz, Harvard and Yale step outside and find Rooster sweating through pushups as Hondo paces, keeping count..Fritz, Harvard and Yale share a smile.Harvard takes a selfie. Rooster just keeps pushing. CLOSE ON Fritz, Harvard and Yale, laughing.

Maverick's jet soars into frame and instantly locks target on Harvard and Yale's jet.

Rooster is sitting. Phoenix comes in at the other side of the room.Rooster takes a long time to reply.Phoenix and Hangman share a look. Neither one wants to fly with the other.

Say Phoenix, don't you think your \* WSO should have a call-sign? \*CONTINUED: He's hates his call-sign. Ever \* since Rooster gave it to him. \*\[MAVERICK'S JET SOARS RIGHT BETWEEN THEM\], loud and shocking.

Oh shit, I forgot. Howsabout we \* tell people Bob stands for \* something? Other than Robert I \* mean. \*

I like to think I've grown into it. \* Now let's see, Bob. B.O.B... \*

They put their masks on. \[MAVERICK RIPS INTO A HARD, NOSE- HIGH, RIGHT-HAND TURN.\]CONTINUED:I'm going vertical.Where's he going?What?

The class listens. We focus on Rooster.Rooster curses under his breath.

He's not gonna catch us. Hang on Bob.Yeah, Phoenix, yeah. Good move, good move.

He's on us, he's on us again. He's still on us. Hangman, Hangman.

Where are you Hangman? CONTINUED:I'm right here.Bob struggles to look back and keep a visual on Maverick.

Mav does everything he can to shake Hangman, but nothing is working. At first it's exciting, a challenge. But it isn't long before Maverick is feeling the heat.You're good. I can't shake you. ALT: Damn this kid's good. Can't shake him. ALT: I can't shake you, damm you're good, I'll give you that. The physical punishment of evasive maneuvering mounts, taking it's toll as the pursuit stretches on. Maverick is giving it all he's got. Hangman, on the other hand:CONTINUED: And just when we think Maverick has reached his breaking point, \[MAVERICK GOES SUPERSONIC AND CLIMBS. HANGMAN PURSUES. MAVERICK FLIES DIRECTLY INTO THE SUN.\] Maverick looks over his shoulder so he can fly into the sun while keeping an eye on Hangman.The strain is intense, as is the light. Hangman closes his eyes, flying blind after Maverick, holding his nerve.Phoenix and Bob are masks-off, on the way back to base.I'm dead, dickhead.See you in the afterlife, Bagman. Hangman holds his nerve as long as he can, until:\[HANGMAN BREAKS RIGHT, LEVELS OUT\], opens his eyes, looking around for Maverick. He hears the tone. REVEAL: Maverick is behind him. Hangman punches his canopy, defeated. \[MAV PULLS UP ALONGSIDE, SWEATING, WINDED.\]\[HANGMAN BANKS AWAY HOME\]. As Maverick watches him go, he pulls off his oxygen mask and shakes off the tension. That was a close one. Too close.

ALT: Guys, guys, pull out. ALT: Guys, guys, watch the deck. ALT: You guys just blew through the hard deck. ALT: Don't mean to interrupt but ROOSTER. YOU'RE COMING UP ON THE HARD DECK.

As Phoenix, Bob and Hangman give their two hundred. Hondo listens on radio.

Two more JETS SOAR, going nose-low to tangle with Maverick... as he puts a jet right in his pipper.Another F-18 is targeted.Another. Harvard again.Another. Halo again.Another.

Too far away to see who is doing the pushups. It doesn't matter. One by one they collapse, exhausted.

The class is shattered. Demoralized. Halo, Fritz and Harvard stagger in, wasted. Hondo follows.They look at one another. Rooster is surprised, but neither man is happy about the pairing. Off their confused looks:

\[TWO F-18's IN LINE ABREAST FORMATION. ROOSTER ON THE LEFT, HANGMAN ON THE RIGHT.\] Both men are tense, eyes peeled. There's a shark in the water. And they're lunch. Rooster is looking down.Hangman is looking back.Rooster and Hangman instinctively look back and down. A106 CONTINUED: A106 ROOSTER'S POV. He looks down to his right. Nothing. He looks down to his left and is shocked to see the tip of Maverick's wing.

BELOW. hANGMAN ROLLS AWAY RIGHT. MAVERICK ROLLS OVER THE TOP OF ROOSTER, INVERTED, LOOKING DOWN AT HIM FROM ABOVE.\]

SAME\]. Their planes begin falling towards Earth, each trying to out-spiral one another \[IN A LEFT SPIRAL\].

The Gs are intense, the world spinning, a test of endurance.But Rooster has no shot. And neither does Maverick. As they continue to fall.

He chases them, unable to make a shot at the two tangling airplanes. \[FROM 5000 FT IN LEFT TURN, LOOKING LEFT & DOWN.\]A107 CONTINUED: A107 You're running out of room. ALT: The actual deck is the deck.

The verbal altimeter is calling out the altitude as they plummet.They strain as they plummet and spiral.MAVERICK'S POV - the Earth is coming up fast.

As he watches the planes plummet in a DNA-helix of a spiral. CONTINUED:

Both men look at their altimeters dropping rapidly.The world below them is spinning wildly, coming up fast. Finally \[ROOSTER AND MAVERICK BOTH HAVE TO PULL OUT, COMING DANGEROUSLY CLOSE TO THE GROUND\], maximum Gs.

\[ROOSTER BANKING HARD, DANGEROUSLY CLOSE TO THE GROUND\]. How much lower can he safely go:

ROOSTER AND HANGMAN TO SPLIT AND OVERSHOOT HIM.\] Now Mav's instantly in chase position for a shot of his own.

Everyone exhales, shares a collective look. This is next level shit, even for them.

Close on Rooster, sweating and furious as he does push-ups on the tarmac, punishing himself. CONTINUED:Hondo pats Rooster on the shoulder.Rooster sits up, exhausted. Feet appear next to him. He looks up to see Phoenix above him.Phoenix processes.Rooster does not answer.

Hangman is staring at something on the wall.CONTINUED: Coyote walks over and follows Hangman's eyes to a photo from the CLASS OF '86. Young Maverick, with Goose beside him.But Hangman is looking at something else. He points to Goose.Hangman reads the names under the photo: Pete "Maverick" Mitchell and his RIO "Goose" Bradshaw.

The hard deck is a parameter set for the safety of my pilots, not to mention their aircraft, aircraft, need I remind you, paid for by the American taxpayer.

Maverick stands, holding a folder in one hand. Warlock and Cyclone sit. The mood is grim.CONTINUED:Ugly pause.Cyclone shakes this off, collects the papers on front of him.CONTINUED: (2)Maverick steps forward and places his folder on the desk.

Maverick and Warlock exit, walking in silence for a moment.They walk past Phoenix and Bob. Maverick glances back, something crossing his mind before he pushes it away.

Maverick rides his Ninja, passing the Hard Deck. He pulls a U- turn and drives back to the bar.

Maverick strides in, stops short, a yellow Labrador, "T", approaches. As he pets it.He looks up, seeing AMELIA (14) sitting at the empty bar, busy with her homework, out of place here.CONTINUED:Amelia puts her pen down, shouts upstairs:Penny enters from a back office. She stops, surprised to see Maverick.Maverick winces, holds up a wad of cash.Penny knows he won't budge, accepts the cash.CONTINUED: (2)

A sailboat slams through whitecaps in high wind. Penny's at the wheel, with Mav beside her, very out of his element.CONTINUED:Penny points to a handle by the wheel.Mav navigates, does as instructed, struggling to stay steady on the pitching deck.Maverick navigates uneasily towards a line running under the boom, looks back to Penny.Maverick does as he's told. The boat begins to stabilize.She nods, points to the bottom of the mast, farther away.CONTINUED: (2) Maverick pulls the Cunningham and the boat moves faster.Penny points to a winch in the middle of the boat. Maverick moves it with more certainty, cranks the winch.The boat is sailing steady and fast, whitecaps spraying. Maverick smiles. Not so different than flying. Penny cranks a winch by the wheel.And off Penny's smile... JUMP CUT as the spinnaker pole is extended. JUMP CUT as Maverick slams the spinnaker bag on the bow. JUMP CUTS as four lines are attached. JUMP CUT to Maverick who "jumps" the spinnaker line, using his entire body to haul the spinnaker up the mast. ANGLE ON Penny hauling in the other end of the line through a cleat to secure it. In this way Maverick and Penny work together, sharing a smile as: BOAT TO BOAT ANGLE: the spinnaker deploys, filling with wind with a dramatic CRACK and pulling the boat along even faster. BACK ON THE BOAT, hauling through the water now. Maverick navigates the deck toward Penny, the sea spraying around him. He takes a place beside her at the wheel. CONTINUED: (3)Maverick eyes the wheel, taking it as Penny steps aside. It takes some effort to hold her steady. After a beat:They share a smile and look ahead.

Maverick drives Penny on his bike, her arms around his waist. We cruise with them a while. She lays her head on his shoulders, feels the wind in her hair.

They pull up to Penny's house. Penny climbs off the bike.Awkward silence. Neither is sure how to say goodnight. Until:She turns and heads for the house.Penny calls back over her shoulder.She turns away without a second thought. As Maverick watches her go, he exhales, starts his bike.

Penny enters and closes the door behind her before leaning her back against it, letting go of her cool demeanor. She closes her eyes, listening to the sound of Mav's bike riding away, then hangs her head and exhales, not unlike Maverick.She shakes her head and exits frame as:

CLOSE ON: The main screen, pulling back from a rapidly ticking timer, counting backwards toward zero... Looming larger on the screen are schematics of:On screen, a schematic of a radar-guided missile array.A127 CONTINUED: A127 ON HANGMAN who smiles. This is gonna be intense. Overhead animation of two planes zig-zagging through a narrow valley.Reactions from the pilots.As the planes on screen bank, one goes too high... A missile fires and destroys the high plane.More reactions from the pilots.One screen, schematics of the lethal looking next-gen aircraft. Beside this, animation shows a Tomahawk Missile launch from a destroyer in a carrier group at sea as"A127 CONTINUED: (2) A127 The canyon, the missiles and the fifth gen planes share the screen now.Maverick points to various turns on the canyon map.Reactions from the class. Holy shit.

ZOOM. POV from the nose of an F-18: ripping a BRUTAL SLALOM through canyons and valleys at incredible speed...

Phoenix/Bob fly behind Coyote, blasting above the rocky desert terrain. Phoenix has one eye on a GPS. A green dot represents their F- 18. A blue line represents the route she has to take. Red lines on either side represent canyon walls. To stay on the line, she has to bank hard, pulling switchbacks with tremendous Gs. In back, Bob has his own GPS, monitoring the clock, making calculations. They are both sweating. CONTINUED:Sweating, Coyote guns it, banking harder to follow the proposed route. The Gs intensify and the team strains. It's grueling.

Coyote yanks back the throttle and hits the brakes. CLOSE ON: The line on Coyote's's GPS. He strays too far and over the red line. An alarm blares.

Phoenix comes around the corner to see Coyote's jet with its airbrakes extended. She yanks on the stick sending her jet into a near vertical climb, breaking the 200 foot ceiling.

Maverick's with all the trainees, replaying the TRAINING RUN like a coach breaking down postgame film...CONTINUED:Coyote feels the eyes of the class on him.Coyote goes to speak.Coyote feels the heat.Then he turns on Phoenix.Now Phoenix is the in the hot seat. Rooster stares daggers at Maverick. Maverick points to Bob.Off Phoenix's look, Hangman smiles.

Two more F-18s (Payback/Fanboy and Hangman) TWIST along the imaginary route, dangerously close. High G turns. Sweat.Payback does so. But Hangman is still pulling away.CONTINUED: Hangman navigates a tight turn.Too close to the canyon wall, Payback pulls up, breaking the ceiling.An alarm sounds.

Payback and Fanboy glare at the back of Hangman's head.Rooster and Hangman lock eyes. Off Rooster shaking his head:

BOOM: Rooster, backed by Harvard and Yale, screams along the route, cranking and banking. They're flying with extreme skill and confidence, a polished machine. But:

Rooster just stares at him.Maverick looks to her.CONTINUED:But Maverick has never taken his eyes off of Rooster.Maverick regrets saying it in the same instant. Ugly pause. Rooster simmers.All eyes turn to him. CONTINUED: (2)Hangman looks around the room, waiting. Finally:But it's too late. Rooster lunges, grabs Hangman's collar. The class jumps in. In an instant its chaos. Hangman is not fighting back. Rooster is. Maverick, Phoenix and several other have him held tight.I'm cool, I'm cool. It's all good.CONTINUED: (3) He snaps, tears himself free of those still grasping him.Hangman pulls himself free and walks out.

Mav sits alone at the end of the day. He gets a text from Iceman. Ice wants to see him.

Maverick RIDES up on his bike, arriving at a stately officer's home right on the ocean. Children are playing the backyard. The sound of laughter. Mav is greeted at the door by SARAH KAZANSKY, (50).She tries to smile. Can't.Her eyes well with tears and he hugs her.

A photo we've seen before - Maverick and Iceman on a carrier deck, a moment of triumph from another age. It holds a place of prominence among many happy memories. Children, grandchildren, birthdays, graduations, adventures. OUT THE WINDOW we see the same extended. Happy. Content. Maverick enters quietly. Sarah closes the door behind him.REVEAL: A MAN sitting at a desk with his back to us, dressed warmly, too warm for the room, not a blonde hair out of place. His head is turned to the window, watching the children play in the yard.He doesn't answer. Instead, he turns to the laptop on his desk and types. As Maverick approaches: REVERSE: TOM "ICEMAN" KAZANSKY looks good for his years, if a little tired. It takes a moment for us to notice the bandage around his throat. They share a smile that quickly fades... ON SCREEN: I'm dying. You have bigger problems.Ice types: I don't want to talk about me. How's work?Ice points to the screen, his eyes adamant. Understanding, Maverick relents.You were protecting him. You did the right thing. CONTINUED:There's still time.Then teach him.Ice waves a hand: bullshit.It's time to let go. Beat. It pains Maverick to answer.Ice waits, knowing not to say anything.Ice waits.Ice waits. Mav takes a long shaky breath, admitting:CONTINUED: (2) If I send him on this mission he might never come home... If I don't send him... He'll never forgive me. Either way, I could lose him... forever. Ice waits. Mav looks at the screen. It's time to let go. And Maverick nods, reaching the core of it, of himself:Ice stands, but his hands on his friend's shoulders, struggles to speak:Maverick is deeply touched. Then realizes:Busted, Ice smiles. The two friends embrace.CLOSE ON Ice's face. He knows otherwise.And the olds friends manage to laugh.

The Navy needs Maverick. That kid needs Maverick. They just don't want to admit it. That's why I fought for you. That's why you're still here.

CLOSE ON: A football. Hands come down into frame, grip it, ready to snap it camera left to camera right. CLOSE ON: A football. Hands come down into frame, grip it, ready to snap it right to left. REVEAL: The pilots are divided into two teams, squaring off in a game of football with one unusual feature: There are two balls. Both quarterbacks snap at the same time. Both teams scramble. In an instant, it is chaos. Maverick is a quarterback on one team, Rooster on the other. Rooster manages to make a pass. Maverick is sacked. In fact, the opposition seems to care more about sacking the teacher than they do about scoring. Yet, in the midst of the hard-hits, we see something we haven't seen before: camaraderie. Hondo makes an epic attempt at a touchdown despite half the class clinging to him. Hangman looks down at a prone Maverick, relishing a kill. Rooster, walks past, stops, grudgingly helps him up. It is the first remotely friendly moment they have shared. Maverick, a little sore, tenderly heads off field, waving Bob in as his replacement.

Maverick sits in one of two low lawn chairs, watching the chaos, mildly amused. He helps himself to a beer from a cooler as he eyes: Hangman helping Rooster off the ground. Another truce of sorts. Both balls snap and the entire class clashes. Anarchy. Mav smiles. CONTINUED: And a shadow falls over Maverick. Maverick looks up at:Cyclone is standing just beside Maverick, sunglasses hiding his eyes. He stares at the game, perplexed.Cyclone looks again. The cadets are split into two huddles, strategizing, working together. They break for the next play.And he walks away, taking with him any sense of accomplishment the day has produced. Maverick looks back at the class, Rooster's team rallying around him.

Maverick walks up the beach behind the pilots, keeping the news to himself.He turns, sees Penny standing by the back door of the Hard Deck.Mav considers this. Nods, uncomfortable.They stare at one another for a while.

If I didn't know better, I'd say you're taking to this job. Maybe even enjoying it.

Maverick and Penny arrive on Maverick's bike. Penny climbs off. A bit of a pause. Easier now. She turns toward the house. Maverick looks away, exhales.CONTINUED: He looks and sees her waiting by the door. He's not sure how to respond. Penny heads inside. Maverick climbs off his bike and follows.

Maverick and Penny lie in bed, laughing quietly. \*(off her nod) \* How'd you manage? \*She sees the look on his face, understands. \*He looks at her, realizes she sees everything. \*CONTINUED:Penny touches his cheek. He sighs. \*Long pause. Penny is about to respond when:They freeze.CONTINUED: (2) Mav and Penny share a look, quietly.He leaps up, pulls on his pants and shirt.Maverick heads to the stairs.And Penny's nods to the open window. Beat.But Penny goes back for Mav's jacket and gives it to him. Pushing him out. He just stares. He can't believe he's doing this. He starts to climb out, looks back.She smiles and they kiss.

You two seem (even/a lot) closer \* than the last time I saw you. \*

And she wanted more freedom than I \* thought she was ready for. But, I \* realized I had to trust her and let \* her make her own mistakes. \*

I stood in his way... I pulled his \* papers at the academy, took years \* off his career. \*

His mother never wanted him to fly. \* Not after what happened to Goose. \* She made me swear to her before she \* died. So... \*

He'll always resent me for what I \* did. Why should he resent her too? \*

I didn't know what else to do. I \* just... I was trying to be the \* father he lost. I just wish I'd \* handled it better. \*

What do you mean what do we do? \* Those are fifth gen fighters. We're \* in a fifty year old aircraft. \*

Just be cool. If they knew who we \* were we'd be dead already. Masks \* on. \*

If anything happens, grab those \* rings above your head. You see \* them? That's the ejection handle. \*

We need altitude. Pull that \* ejection handle the second I tell \* you- \*

Remember, we're on the same team. \* Just wave and smile. Wave and \* smile. \*

Maverick's drops to the ground, rolls, picks himself up. He turns, brushing himself off, coming face to face with: Amelia, in the kitchen, seeing him through the window. After an awkward moment.And she turns away, leaving Maverick to process that.

Morning... The uranium enrichment plant that is your target will be operational earlier than expected. Raw uranium will be delivered to the plant in ten days time.

Your target is a clear and present threat: a secret uranium enrichment site under rogue state control.

Warlock addresses the class. Maverick is off to one side.Reactions from the class. This is bad.As the class absorbs this, Warlock nods to Maverick.CONTINUED:

Teamwork - the precise coordination of these aircraft - is essential to both the mission's success, and your survival.

If you can't hold your dive, if you lose your laser lock, you'll miss.

You'll weigh close to two thousand pounds, fighting with everything you have just to keep from blacking out, your lungs imploding like an elephant is sitting on your chest - your skull crushing your spine.

In the end, the answer to your question will come down to the pilot in the box.

On the main screen, a simulation of the mission plays out in slow, deliberate motion as Maverick speaks.CONTINUED: The aircraft in the simulation climb a mountain and roll onto their backs at the peak before diving, upside down. They roll upright and dive steeply.

In the simulation, the first team's bomb hits and the planes pull out.The second teams' bomb hits and the target is destroyed.

The teams dive, again without mountains, toward the shipping containers that guard the target.CONTINUED: Hangman and Payback miss the target.Rooster and Phoenix, in a separate sortie, miss. Dammit.Rooster flips off mask.

Rooster and Phoenix/Bob pull back as hard as they can, crushed into their seats, heads pinned back. Hangman and Payback, in a separate sortie, do the same. \[INTERCUT AS BOTH PLANES CLIMB\], as pilots are strained to the point of breaking.

On the screen, the animated planes arc upward an out of the deep valley as:

Egress is a steep, high G climb out. And this is where you'll be at your most vulnerable.

In the simulation behind Maverick, an animated pair of aircraft fly into the valley and fail to make the climb. They fly smack into the side of a mountain.The class share looks. This is bad. CONTINUED:Animated planes climb into a hailstorm of SAMs. They take evasive action and dive immediately.Phoenix stops Maverick mid-brief.Rooster stares at Maverick. Neither man blinks.He points to the animation of lethal looking SAMs firing on climbing F-18s on the screen:

Both teams strain desperately \[PULLING OUT\], dramatizing what Maverick describes \[RIGHT ESCHELON, RIGHT TO LEFT\]: CONTINUED:

And we're back. The reality of this hitting home. Maverick points to the canyon map on the screen.Maverick clicks a remote. On the screen, the enemy's vaunted fifth generation fighter appears.After an ugly silence:And Maverick looks to Rooster, which in turn takes us to:

Coyote in the lead, backed by Phoenix and Bob.Radar beeps.A171 CONTINUED: A171Bob reaches for a button/knob, constantly working.

Bob paints it with his laser.But as he hits his payload trigger a WARNING LIGHT flashes: "MALFUNCTION." He tries again. And again.Coyote curses under his breath, \[PULLS OUT OF THE STEEP DIVE\], Phoenix and Bob close behind, straining under the intense Gs. Suddenly, an ALARM BLARES in Phoenix's cockpit.CONTINUED:

Meanwhile, \[COYOTE PULLS BACK ON THE STICK WITH ALL HE'S GOT.\]

But Coyote is determined. He keeps pulling, harder still. And we realize something is wrong.CLOSE ON: Coyote's eyes. Pinned. COYOTE'S P.O.V. The world outside is subtly pixilated, the periphery going gray, tunnel vision creeping in. Coyote is blacking out.

Maverick sees \[COYOTE'S NEAR-VERTICAL JET START TO NOSE OVER.\]

The others watch \[COYOTE'S PLANE START TO ROLL\]... Cyclone steps closer, knowing something is wrong.

Coyote is half in, half out of consciousness. A WARNING ALARM SCREAMS in his cockpit, rousing him back from the brink. COYOTE'S POV, the ground coming up fast. \[COYOTE YANKS BACK ON THE STICK AND REGAINS CONTROL\] , breathing heavy.

Cyclone, with Warlock, Hondo and the class, stares as this plays out on SCREENS.

Phoenix is still giving it her all when BANG.Phoenix pulls back on the stick. Bob looks over his shoulder to see the LEFT engine is on fire.Phoenix pulls back on throttle and activates the fire extinguisher switch.Phoenix flips the APU switch and pushes the right throttle forward.D204 CONTINUED: D204 Nothing happens.She tries the APU and throttle again. But suddenly, with a BANG, the right engine now CATCHES FIRE.

Everyone watches, helpless... Rooster stands, powerless. All he can do is watch.

Phoenix's grabs the handles. The canopy blows. She and Bob are ejected one after the other seconds before their jet COLLIDES with the desert floor and EXPLODES.

Maverick watches the two chutes drift, seeing the past flash before his eyes... He pulls off his mask, shutting his eyes. \[Note: Still waiting on technical here\]:

A Coast Guard MH-60T JAYHAWK SOARS OVER the landscape. INTERCUT QUICK GLIMPSES of the Coast Guard rescue: CREWMEN rappelling from the chopper with a RESCUE STRETCHER. Working expertly, they're able to pluck them off the slope.

In the course of training, have you felt Captain Mitchell was forcing you beyond your natural abilities?

Phoenix and Bob are banged up, but alive, being tended to by MEDICS. Cyclone is here.CONTINUED: Phoenix and Bob share a look.

Maverick waits anxiously. Cyclone emerges from the infirmary and approaches. There is a long, uncomfortable pause as Cyclone ponders what to say. Just as he goes to say it:Maverick and Cyclone turns their heads to see Warlock and Hondo approaching.Cyclone looks to Hondo: "Well?"Cyclone looks at Maverick for another beat, then walks away. Warlock follows, leaving Maverick and Hondo to share a look.

Pictures of Top Gun pilots past: Ice, Maverick, Goose. A lone light on. Rooster sits alone... He stares at his phone and a photo of his young self with Maverick. After a hesitant beat, he deletes it. Maverick enters, notices a photo in Rooster's locker: GOOSE, his wife CAROL, and a tow-headed 3-year-old Rooster, arms around each other, happy. It watches over the scene:He turns to leave, stopping on:The words sting them both. Maverick wants to tell the truth, but can't. After a long pause.CONTINUED:Rooster smiles at the irony.Before Maverick can respond:Maverick turns, seeing something in Warlock's eyes. And in that moment he knows. The sound of taps takes us to:

A portrait of Iceman presides over his funeral. An AMERICAN FLAG is presented to his wife. Her sons, their wives and small children are all by her side. A large group of NAVAL OFFICERS and their FAMILIES are in attendance. Officers are all in crisp dress blues. Maverick stands beside Iceman's family. Elsewhere, Penny's with Amelia. Cyclone receives the folded flag from the officers and presents it to Sarah. Sarah glances to Maverick who begins his eulogy.Maverick steps forward to the casket, puts his wings on the casket and salutes. CONTINUED: In THE CROWD: Rooster and the trainees are in attendance too, along with many TOPGUN graduates. Rooster watches Mav step away from the casket... ...as there's the rumbling CRESCENDO OF JETS as the Navy's BLUE ANGELS STREAK OVERHEAD. One pulls up into a vertical climb: the "missing man" formation. Maverick and Cyclone make eye contact.

Maverick stands before Cyclone, seated at his desk.A212 CONTINUED: A212Maverick lingers, searches for words.Maverick nods and exits.

Penny is on the porch, waiting for Maverick.Maverick sighs.CONTINUED:And he knows she's right. She smiles a little, hopeful but sad...She stands and walks in the house. He's left alone with the sunset and the distant RUMBLE of jets ascending...

Rooster and Trainees back in seats. Cyclone instructs. Warlock is there too.Rooster's eyes narrow. What the fuck is this?This is not lost on Rooster.Fanboy whispers to Payback. CONTINUED:The SCREEN behind him shows a JET'S POV approaching a mountain range. Trainees are, distracted. Cyclone turns.

Maverick's BLACK F-18 SCREAMS across the landscape, dropping lower as mountain peaks loom...

Reactions from the class.CLOSE ON Rooster, his expression hard to read.Bring all the screens up. Hondo hits a few buttons and All SCREENS COME ON with the POVs from Maverick's F-18 as:

Aircraft calling range control, range is green, but I don't see an event scheduled for you. Say your range event number.

Afterburner ROARS as Mav slices ahead, studying the THREE ROUTES on his display, as he locks in his focus...

Rooster watches Mav's SCREEN POV lining up for a run...Reactions from the room.CLOSE ON ROOSTER, focused on the screen.

Mav's jet ROARS into the course, dipping dangerously low, SKIMMING right above the riverbed floor.

Mav's F-18 HUGS the tight twists and curves, seeing the Final Canyon final narrow notch now looming ahead as he KNIFES through the final ridge gap that stymied Rooster.Suddenly, he yanks back on the stick and climbs out of the valley.

The class watches him climb out. CONTINUED:Reactions of disappointment from all but two: Rooster, leaning in, waiting... And Cyclone, who nods ever so slightly, in a way that says he will deal with Maverick permanently.When he hears no response, he turns to Hondo.Hondo snaps out of it and reaches for the phone.

Maverick shuts off his radio.Maverick resets the clock, cranks the stick hard and dives, coming back around for a second pass. He repeats the same maneuver's, except:

Cyclone turns, noticing the class staring at the screens, enrapt.Cyclone turns to face the screen as everyone else leans in. CONTINUED:Bob checks his watch, hits the timer. CLOSE ON ROOSTER, waiting...

Silence. An empty sky. Barely a breeze. A black spot on the horizon growing larger by the second until THE GATES OF HELL EXPLODE and Maverick's F-18 blows right over us at 920 knots and twenty feet off the deck.

He SWOOPS into his POP-UP CLIMB, pulling severe G's as he tops out, rolls and PLUNGES INTO HIS BOMBING DIVE.He struggles to put the shuddering STEEL DRUM target in his crosshairs...

He DROPS a TRAINING ROUND as he dives, and SWOOPS INTO A CLIMB at the last possible second. As the SMOKE HITS:

Mav BATTLES the jet, pulling 10 Gs on his egress, impossibly steep. Fighting hard to clear the "virtual mountain"...

The team can see the readout on their screen. 10 Gs, far beyond the accepted limits of the F18.The trainees react. They'd cheer if Cyclone weren't here. Cyclone stares at the screen, his expression impossible to read. Warlock eyes the trainees. Rooster sits back, looks down. He's the only one not celebrating. He has too much to think about now.

Rain is pouring outside. Thunder rolls. A clock ticks. Mav sits beside Warlock in front of Cyclone's desk. Cyclone's stares out the widow, hands behind his back.CONTINUED: But then I would be disposing of the one man with a ghost of a chance of successfully completing this mission. Maverick blinks, stunned. Did he hear that correctly?Maverick moves to speak, Warlock stops him.And over Maverick's incredulous expression:

Crowded, busy, alive. SAILORS dancing. Maverick enters in uniform. Behind the bar, Penny brightens when she sees him. But her smile fades when she sees the look on his face. And the sounds of the bar give way to:

The sounds of the ocean. Just Maverick and Penny now. She's up to speed and stunned. She studies him. He just stares. His eyes say it all. She embraces him tightly and shuts her eyes. CLOSE ON: MAVERICK. His eyes are set on an uncertain future. And the pre-lap of JET ENGINES warming up gives way to:

The roar of the ocean as the imposing USS JOHN C. THEODORE ROOSEVELT cuts through the waves.

Maverick, Rooster and all of the pilots. Hondo is off to the side with Cyclone. All eyes are on Warlock at the head of the room. On a SCREEN behind him, a detailed map of the TARGET VALLEY highlights the flight paths of various elements.Warlock takes a beat, looking over the faces of the pilots. Rooster cannot believe this any more than Maverick. CONTINUED:Phoenix and Bob are understandably moved.Hangman straightens, ready for the job. Rooster looks down.Everyone is surprised, most of all, Rooster and Hangman.As the pilots fall out, Maverick steps to Hangman.'Maverick doesn't need to reply.He nods falls out. Hondo approaches Maverick as he shifts attention to Rooster.CONTINUED: (2) Maverick's eyes meet Rooster's. There is nothing to say.

AN F-18 silhouetted against the morning sky, rising to the main deck. A HELMET edges into frame, bearing red white and blue stripes along with the name: MAVERICK. BOOM UP TO REVEAL the man holding the helmet, his back to us, his head turned slightly. Something troubles him. Deeply.Maverick turns to see Warlock looking up as the elevator rises.Maverick smiles, nods.

A ballet of controlled chaos as various FLIGHT DECK CREWS prepping all the aircraft involved in the mission. Rooster, Phoenix, Bob, Payback and Fanboy step onto the deck. It's for real now. No more training. They trade determined looks... and head for the planes... Rooster finds Hangman in his way. After a long pause.Rooster nods. Hangman walks away, leaving Rooster to contemplate the gravity of what's happening. Rooster sees Maverick.It is the first time we've heard him say that name. The two men meet by Mav's F-18.CONTINUED:They shake hands.Rooster nods walks away, Maverick watches him go.

Maverick snaps out of his thoughts. REVEAL: He's strapped into his F18. Hondo is leaning into the cockpit.Maverick nods. Hondo stares.Hondo stares at him. Maverick stares back. Something unspoken passes between the two men.And the two men shakes hands, as if, in case, it is the last time...

Phoenix and Bob are sweating, psyching themselves past the anxiety.

Reactions from all of the pilots, moved as he continues.We land on Rooster for:

Cyclone and Warlock stand with ship's Officers and Comms- Crew. Hondo is here as well, anxious.

Support assets airborne. Strike package ready. Standing by for launch decision.

Sir. We're receiving a signal from Rooster's ESAT... But there seems to be a malfunction...

Sir, overwatch reports the F-14 has engaged. One bandit is down.

A CATAPULT OFFICER signals with a two-finger wave, as the two jets facing him throttle ENGINES to full... Maverick and Rooster, side-by-side, SALUTE the Officer, then press heads back against headrests. The FINAL CHECK CREWS around each aircraft offer a thumbs-up, one by one, causing the Catapult Officer to crouch, touching the deck to point forward. Maverick and Rooster's Super Hornets BLITZ across the deck, RIPPING into the sky. Phoenix and Bob, Payback and Fanboy are launched a moment later.

CONTINUED:Dagger is set. Proceeding to Bravo. Ready on my mark...

Maverick, Rooster, Bob and Fanboy all place a finger on a timer start button set for \[TIME TBD\].All four push the button and their clocks start counting down.With Mav taking lead, the Strike Package flies in a delta formation toward enemy territory.

HONDO CLICKS A STOPWATCH OF HIS OWN and holds it in his clenched fist throughout the sequence, checking it periodically.

CLOSE ON all of the pilots sweating, riding the ragged edge. Rooster flips switches on his console, his breathing picks up... This is low. Too low. He's sweating bullets, pushing himself to focus and hold it together.

UP AHEAD: SNOWY MOUNTAINS, all crags and jagged pines, tighter alleys than they ever had in training. CLOSE ON: Rooster, watching that narrow canyon coming up fast. He glances at his air speed. Too fast.

ANGLE ON each of the pilots taking a deep breath as they commit...

Do you copy? Picture clean. Recommend continue. Dagger acknowledge.

\[THE FOUR JETS ROAR INTO THE NARROW CANYON.\] Tension gives way to terror. LOOKING DOWN FROM ATOP A MOUNTAIN on the valley below as the formation flies past. Phoenix and Bob fly freakishly close below several bridges. Bob looks up at them.REVEAL: IN the foreground, a AUTOMATED SAM MISSILE ARRAY sitting inertly on the mountaintop, watching the skies above. CLOSE ON Bob looking up at the SAMS above.GOLD/ORANGE ROUTE

Massive plumes of smoke and fire send Tomahawk Missiles skyward.

Dagger 3 is falling behind. / Dagger 3 is disengaging from the attack team.

Dagger 3 is re-engaging. / Dagger 3 is re-engaging with the attack team.

Sir, overwatch reports an F-14 Tomcat is airborne and on course for our position.

Sir, overwatch is reporting two fifth gen fighters on course to intercept that F 14.

They shoot into an ever-compressing canyon, hauling ass over the broken landscape, snowy trees flashing just beneath... Training times ten. The valley walls are tight, the high speed and sharp turns resulting in higher Gs. TBD ROUTE

The physical pressure on the team alone is intense, requiring every ounce of concentration, skill and endurance.

Each of the pilots contends with the intensity in their own way. Training was nothing compared to this. They are all feeling it - Rooster most of all.

PAYBACK'S POV of Rooster in front of him.Rooster in his cockpit, eyes focused, sweat beading, breathing shallow, slashing through the canyon as fast as he can go. And it isn't fast enough. A257 CONTINUED: A257 ON MAVERICK, hearing:ORANGE ROUTE:Bob looks back for a visual.

The satellite image of Maverick's teams shows the formation is breaking up, with two planes lagging further and further behind.\[NOTE: The following is optional. A simple edit can show the airfield with routine activity and:\]We have movement. Ground crews are on alert. CLOSE ON: The satellite image of an enemy airfield we've seen many times - the unmistakable deltas of newer fifth gen planes amidst older F-14s and F-16s. Only this time the image is live. We see people moving on the ground. Running. B257 CONTINUED: B257CLOSE ON Hondo, quietly nervous for his friend.

Rooster is struggling to hold it together.ORANGE ROUTE:CLOSE ON: Rooster's hand on the throttle, unable to push it any harder.

Watching from a short distance as SILHOUETTED AIR CREWS scramble to prep F-14 Tomcats for takeoff. Then the first Tomahawk missile impacts, decimating a hangar.

Everyone on edge, all eyes on the screens where the Enemy Airfield VANISHES in a series of heat blooms.CONTINUED:

Rooster and Payback are lagging further and further behind.Beneath their plane, a FLIR Targeting Pod rotates, angling its laser lens towards the target, then: An alarm flashes on FANBOY'S PANEL.As Fanboy works the problem:ORANGE ROUTE:

Lethal looking fifth generation fighter aircraft streak across the heavens, in the flesh and on the hunt.

ALARM. On another screen, two bandits are headed for Maverick and his team.We're picking up bandits inbound, strength 2, X miles east of bullseye.

Dagger, Comanche. Contact, two bandits, 30 miles north of bullseye, targeting you.

Rooster is sweating, straining through the turns, hand frozen on the throttle.

CLOSE ON ROOSTER, breathing tight, blinking sweat from his eyes. All sound falls away. Radio chatter, his engines. And finally...Rooster pushes the throttle. Payback watches as Rooster pulls away. He pushes his own throttle, but Rooster is still increasing his speed. Rooster has crosses over to another place, his flying on instinct, focused in a way we've never seen. Now Payback is struggling to keep up.

All eyes are watching those two bogies on course to intercept. Comms-crew Tech 2 spots that Rooster has caught up.

Rooster comes around a bend and sees Maverick and Phoenix's planes up ahead.

E278:Maverick and Phoenix's F-18s roll inverted and crest a mountain, dropping into a valley.

Two super bunker busters drops from the wings of Mavericks F- 18, fins adjusting as they acquire laser guidance.

CLOSE ON: Maverick snaps the safety paddle on his stick and pulls back as far as he can.CLOSE ON PHOENIX, her face straining. Bob struggles against the Gs to keep the laser on target. CLOSE ON: Maverick's G meter as it climbs toward, then past, 7.5 Gs... BOB'S POV - the world becomes pixilated, tunnel vision creeping in as he grays out. We've seen it before. He bears down, squeezing blood into his head to stay conscious.

Maverick and Phoenix both wrench jets into a body-smashing climb - excessive Gs. Only this time it's for keeps as a mountain face is coming up fast.

Phoenix is pulling back as hard as she can as:E279 CONTINUED: E279 The target is obscured by a massive plume of smoke.

CLOSE ON A radar control SAM array. Two F18's climbing skyward in the distance beyond. The array comes automatically to life, swivels and FIRES.

Maverick and Phoenix bank hard and fire countermeasures - flares filling the air as SAMs streak toward them.

Rooster and Payback crest the mountaintop just as Maverick and Phoenix did as:

Maverick and Phoenix fly for their lives, dodging missiles as they race for the valley below.

Rooster rolls in, putting nose on target, a scorching 45' dive...

Rooster's hurtling headlong, altimeter dropping 6000, 5000...ANGLE ON: The FLIR on the belly of their plane fails.Rooster lets his bunkers buster fly before releasing the safety and yanking back on the stick, trying to keep from face planting into a mountain.

The target is coming up fast, Rooster blinks away the sweat in his eyes.

The Bunker Busters vanish into the cloud left by Maverick's bombs. An agonizing stillness follows.

Maverick and Phoenix are fighting for their lives, ALARMS BLARING, SAMs everywhere.

Rooster BATTLES his jet, climbing, climbing, with Payback right beside him as the belly of Rooster's jet brushes snow off of tree tops and into the blue. ROOSTER POV: He's graying out.

Just as a RIPPLING SUBTERRANEAN EXPLOSION heaves the earth and the underground facility IMPLODES on itself.

Hangman sits in his waiting bird, listening to the game on the radio.

Muted reactions from all in the room.But Cyclone is listening to the radio - pilots breathing, shouting, straining, cursing. It's hell.HONDO squeezes his fist tightly, feeling something crack. He opens his hand to see the crystal of his stopwatch is crushed, the second hand frozen. And omen.

Their turn to dodge and weave, firing counter-measures, straining, cursing, grunting, breathing heavy in their cockpits, working to outmaneuver the agile, angry missiles. Rooster GASPS for breath as his vision returns. Another alarm.Another alarm, another missile, as:He looks back and to his right, sees the missile coming. He's a goner, until: ANOTHER F18 fills his sight picture.

Maverick releases flares, but he's too late. And he knows it. The missile SLAMS into Maverick's engine. A FIREBALL SHREDS the splintering rear of the jet.

Phoenix and Payback SOAR HIGHER, seeing Mav's FLAMING PLANE veer off course below.

I repeat, Dagger 1 is hit. He's going down. The room reacts with shock. CLOSE ON Hondo, reflecting on his last moment with Mav.

The remaining jets dive into the valley and below the SAMs and their radar. The SAM arrays go still.

Dagger, Comanche, bandits 30 east. Hot on you. Flow west to evade.

A SCORCHED PARACHUTE drapes the ragged ice... as ANGLE REVEALS Maverick lies sprawled, still clipped in, alive. At the distant RUMBLING of the facility implosion, he stirs, coughs, tastes blood in his mouth. He looks down, sees his radio is shattered. He hears the sound of distant helicopter, growing louder, realizes he's out in the open. He has to move. He scrambled to detach his chute.

A MENACING HIND HELICOPTER, a venerable cold-war relic that will never die, bristling with guns and rockets.

Maverick is running with nowhere to go - the barren trees providing little cover. He's a sitting duck. The Hind comes into view and her .50 cal rotary cannon opens fire, CHEWING INTO the ice and trees and snow with a HELLSTORM OF LEAD. The angle is bad and the hind has to come around, buying Maverick precious seconds. He reaches a GNARLED FALLEN TREE at lake's edge. He tries to wedge himself behind it, if only to hide. Nothing out here will stop that cannon. Over Maverick, the Hind wheels slowly around, searching for him. It's only a matter of time.

CREW POV of the ground below. No sign of Maverick. But they'll find him soon enough.

Maverick stays pressed behind the tree as the Hind approaches, flies overhead.

CREW POV over the barrel of the cannon. There's Maverick. Exposed. Done for. A HELMETED CREWMAN - his face hidden from us - swivels the gun patiently. HIS HAND CHARGES THE GUN.

Maverick isn't dying on his back. He leaps up, runs, as a stream of hot red tracers shred the log and follow him like a laser pointer, gaining on him until: BOOM. The Hind explodes in mid air. Maverick stops in his tracks. What the- B298 CONTINUED: B298 An F-18 streaks past.

Rooster banks, looking down. He can see Mav's chute, but not Mav. Then an ALARM BLARES.

A radar guided missile launcher, it's silhouette familiar to us by now, swivels around and lets fly with a SAM, traveling at MACH 5.

The shock on his face as he hears:Hangman hits his comm. E299 CONTINUED: E299A painfully long wait.Hangman hangs his head.

Scrambling out of the rubble, Maverick sees Rooster's F-18 ON FIRE and trailing heavy smoke, as Rooster EJECTS. His jet vanishes behind the ridge before slamming into the ground, sending up a plume of BLACK SMOKE. Maverick immediately starts running, tracking the path of Rooster's parachute...

Gripped with panic, Maverick sprints through the trees, seeing Rooster's chute disappear among them...

He emerges in a patch of clearing where Rooster's on his knees, burying his parachute, still recovering from a brutal landing. Both men are pretty banged up, exhausted, but relieved to see one another.Then Maverick shoves him.CONTINUED:Whatever Maverick's next words were, they hang in his throat. The lesson he's been teaching has at long last landed.Maverick waits. Rooster sighs.CONTINUED: (2)

A distant THUP-THUP of ENEMY HELICOPTERS... SCOPE POV: Chaos and the fog of war. The airstrip's runways are cratered, hangars collapsed. ENEMY BASE TROOPS are scattered trying to put out fires... Mav sweeps the area with his scope, then looks at Rooster.But Maverick's look says he is.

Mav slinks along a thicket of trees by a perimeter fence. Near them, a FUEL DEPOT burns out of control, spewing heavy black smoke over the area, covering it in a THICK HAZE. Mav uses his scope to take another look... He hands him the scope, nods him in the right direction... SCOPE POV: An open-ended CEMENT AIRCRAFT BUNKER, where an F- 14 TOMCAT sits. Clearly prepped for flight, loaded with missiles, and with support equipment still hooked up.Mav shrugs.CONTINUED:Mav heads off, leaving Rooster to contemplate:And he follows.

Chaos all around in the aftermath of the missile strike. Maverick and Rooster walk briskly toward the plane, praying no one will notice.

The jet has a START-CART the size of a dumpster, attached via a large power cable and huge forced-air induction hose. Maverick inspects the start cart. Hopes. He pushes the button and it growls to life. Thank God.

Geared up with harnesses and masks, Mav waves Rooster to the Start-Cart.Maverick goes for the plane. Rooster lingers.CONTINUED:Mav waits anxiously. \*(points to the cart) \* Remember what I told you. \* And he rushes for the plane. \*Maverick climbs the ladder, hops in the driver's seat, closes the forward step and reorients himself to the cockpit as Rooster closes the ladder.Rooster pulls the CHOCK BLOCKS from the wheels and then runs to the start cart.Maverick gives Rooster the air signal. Rooster flips switch. CONTINUED: (2)It gets to 120 and Rooster gives the thumbs up. Maverick starts the engine. It sputters, fails to start.Enemy truck drives by the hangar.Mav hits the start button again. The engine whines slowly to life.Rooster rushes to unhook the start cart from the plane.Rooster scrambles up the onto the F14 and into the cockpit. Rooster looks at the cockpit instruments.Maverick pushes forward on the throttle.Rooster buckles up.The jets exits the hangar. The canopy closes.

About the academy. You were right \* to pull my papers. I wasn't ready. \*

I'm working on it. Everything's \* dead back here. What do I do? Talk \* me through this. \*

There's three hundred breakers back \* here, anything more specific? \*

Bull. Shit. The chutes in this \* thing were probably packed in the \* late eighties. \*

We're ten minutes from the carrier. \* Can we outrun these guys? \*

You're Pete Maverick Mitchell, god \* dammit. You shot down three MIGs in \* one's these. You can do this. Now \* take us home. \*

Maverick looks at cockpit instruments. Maverick applies the brakes.Rooster spots an enemy tank coming towards them.The tank passes them and Rooster looks down as he salutes. Maverick switches to engage the WINGS. The wings expand.Maverick pushes on the throttle. The afterburners go on full.CONTINUED: The jet begins to accelerate down the runway.Mav squeezes every ounce of lift from the plane The F-14 soars into the air.

CLOSE ON: Rooster's ESAT on his harness. Rooster thinks a beat and activates it.

A new alarm sounds.Everyone trades confounded looks, confused. Cyclone and Warlock move to look at the screen. Sure enough, a dot representing Rooster is hauling ass toward the sea.CONTINUED:Warlock and Cyclone share a look.The both look at the dot on the screen. Hondo stifles a knowing smile.Warlock almost smiles, until:Warlock and Cyclone share a new look this one of grim certainty.

Rooster surveys the back seat in frustration, no idea what's what or what to do. There's a big circular RIO DISPLAY in front of him, but it's dark.Rooster toggles the radio. \*CONTINUED: Rooster looks. \*Rooster starts toggling breakers, then sees: \*(alt) \*The planes close into an escort formation. \*They scramble to put on their masks. The lead enemy plane \* pulls along side. \*Rooster and Mav wave. Maverick signals, points to his ear and \* gives a thumbs down. "Radio out." \* The enemy pilot signals. \* CONTINUED: (2)The pilot signals something else. \*Rooster watches the second plane drop back. \*(alt) \* Good point. \*(alt) \* We can't outrun missiles and \* bullets. \*CONTINUED: (3)And that stops Mav cold. The pilot in the other plane signals \* again. \*(alt) \* Go after 'em. \*Maverick grips the stick and throttle, unsure of what to do. \* The enemy pilot begins to distance himself. \*

Maverick looks and, to his horror, sees TWO FIFTH GEN FIGHTER \* approaching. \*

CONTINUED:The second Fifth Gen is surprised. Mav continues to move. The Fifth Gen recovers and launches a heat-seeking missile.The Fifth Gen pilot shakes his head, angry.

Maverick pulls a hard right while opening fire at the Fifth Gen in a pre-emptive attack, ripping open the left engine and sending it into a descent.

Maverick dives down towards the smoking Fifth Gen and breaks left directly in front of it. The missile heading for them diverts to the higher temp Fifth Gen destroying it in a colossal explosion as the F-14 narrowly misses the blast.

Reactions from the room - a few men even cheer. But not Cyclone, Warlock or Hondo.

BB313 CONTINUED: BB313 Maverick pulls the emergency wing deploy lever, immediately deploying the F-14's wing spread sending the F-14 into a neck- breaking vertical climb. Rooster shoots off the flares and the missile detonates just below the F-14 as they pull upwards. Maverick uses their energy to roll inverted, back into burner, pulling down and around on the Fifth Gen putting it in their target. Mav fires the sidewinder. Missile lock. A moment of celebration, they're going to get a splash two.

The Fifth Gen drops into frame, fires another missile. The F- 14 is in a dive.

The Fifth Gen pulls a maneuver that we've never seen before: It uses its thrust vectors to fly vertical and then in a close-range LOOP AROUND THE MISSILE.

Whip pan to Rooster and Maverick who have never seen such a move.DD313 CONTINUED: DD313 Oh shit, do some of that pilot shit. They fly by the Fifth Gen so it's behind them again.Maverick flies upwards then splits the throttle pushing the F- 14 into a pirouette at full power. The F-14 comes down behind the Fifth Gen and Maverick fires a missile.Missile lock. Again, it looks like they've got him. The Fifth Gen releases flares in a firework display of defense that takes out the missile.

In a close-range weaving dogfight chase Maverick fires GUNS at the Fifth Gen.The Fifth Gen evades, pulling severe G's around the bends, working like crazy. Mav's rounds keep missing as the Fifth Gen continues to slice through the canyon. Mav hustles to keep up and get the Fifth jet in his target. Mav and Rooster struggle against the G-forces, no G-suits to aid them, huffing breaths to ward off a blackout. Mav's rounds are almost at zero. He knows he's down to his last attack. The Fifth Gen continues to weave in and out of their target, in and out. Mav focuses in and fires his last bullets. He HITS the Fifth Gen with all of them. It descends and explodes as it crashes into the ground.

Everyone reacts to the radio call that comes through:A313 CONTINUED: A313 Cyclone and Warlock share a look, stunned. Hondo smiles.

The F-14 roars into frame transitioning from mountains to the ocean below.

Mav pulls back on the stick. As they climb: \*Rooster grabs the handle. Nothing happens. \*CONTINUED:And Maverick realizes they're doomed. \*Maverick does the only thing he can do and pulls up hard to escape the Fifth Gen, but the Fifth Gen follows. Another MISSILE LOCK. The sound of doom.The Fifth Gen's missile appears from its belly. And suddenly the Fifth Gen jet EXPLODES along with its missile. An F-18 streaks out from the shrapnel and smoke.

The Fifth Gen flies right past them canopy to canopy, spinning upwards and diving back down on them.

Maverick weaves in hard cuts back n' forth to evade as the Fifth Gen fires bullets in a streak across the ocean.

Gunfire finally hits the F-14 as it flies low across the water. Mav keeps pulling hard right.

Maverick and Rooster watch as Hangman's F-18 CIRCLES back, doing a hotshot twirl of the wings, a victory roll.

All eyes are on the horizon. Two planes inbound. As Cyclone and Warlock are leaving the room:CLOSE ON: Hondo, realizing. Without a word, he runs from the command center.

Hondo emerges on the deck where the crew is awaiting Hangman's arrival. Emergency crews are standing by. CONTINUED:The crew just stare at him.The crew realizes and scrambles.

Cyclone, Warlock and OFFICERS stand in the BRIDGE, BINOCS UP, watching as Hangman's F-18 comes in for a landing. CLOSE ON: His tail hook snagging the arrest cable, his plane jerking to a stop. The Deck Crew rush in to clear the way for Maverick. A ballet of precise emergency response. Hundreds of SAILORS work to remove Trap-Wires and raise Barricade Stanchions, lift up a 15-foot-high NYLON BARRICADE, stretching a massive net across the width of the landing deck. The F-14 circles.

And in this moment of supreme tension, Maverick gets a little glimmer in his eye. One we've seen before.Cyclone and Warlock share a look. Is this a joke?

Cyclone sighs, nods begrudgingly to the Comm Tech who, despite everything, has to grin a little as:

Maverick blazes by the tower at high speed, rocking the tower. Cyclone shakes his head.

Mav's working the stick and feathering the throttle. He lowers the landing gear. A new light comes on.Rooster looks at the carrier, then out at the sea.

CONTINUED: And an engine fails.The deck of the Roosevelt now approaching rapidly... as it slips beneath the NOSE of the jet.The engine cuts out and everything goes SILENT.

As the battered Tomcat SMASHES DOWN, sliding across the deck on its nose, SHOWERING SPARKS, SPEWING SMOKE, until it SLAMS INTO THE NYLON NET, ripping it forwards before snapping to a violent halt. Finally. Safe home.

EMERGENCY CREWS rush the jet as Mav and Rooster climb out. Maverick and Rooster check on each other.Phoenix, Bob, Payback, Fanboy and Hondo all come rushing. Maverick and Hondo reunite.CONTINUED: Then other SAILORS arrive, mobbing them. Maverick gazes up to Vultures Row, spying Cyclone and Warlock. Cyclone gives him a simple, grateful nod. Rooster turns to see Hangman arriving. His face mock-falls:They shakes hands. That's enough.Hangman smiles.Phoenix steps in.And Hangman's smile fades. Just a bit. Rooster turns, looking for Maverick in the crowd. Finds him, pushes toward him.Maverick turns, come face to face with Mav.And Maverick grabs him before he can say another word, pulls him close. Rooster is not sure what to do for a moment. Then he hugs him back.And as the two men embrace, shutting out the rest of the world we PULL BACK TO:

Filled with jubilant SAILORS, the whole ship celebrates the mission's return. Maverick joins Rooster and Hangman, sharing laughter and embraces. All of them, allies at last.

The place is quiet. Almost deserted. Maverick enters, expecting to find Penny, surprised to find A BARTENDER, JIMMY. Off Maverick's expression:Maverick nods. He looks around the bar, heads for the door. With nowhere else to go, he goes:

Where Maverick holds a photo of the moment on the Roosevelt with Rooster and the others, adding it to his wall of memories, medals, accomplishments - a life well-lived, if somewhat incomplete. Among the pictures is one of Goose and Maverick in the bloom of their youth - their whole lives ahead of them. Maverick steps back, takes in the space - the P-51, the airstream, the bikes... The sound of a car OS. He turns in time to see it coming to a stop. The door opens and out climbs Rooster. From the passenger door emerges Phoenix. Emerging from the back is Amelia and, finally Penny. She takes in the sight of the hangar - along with everyone else - clearly a place they have never seen before. CLOSE ON: Mav and Penny as they meet by the P-51.Maverick nods. A confession.They both smile. After a beat.They kiss. CONTINUED:

TIME CUT as Phoenix holds two model planes, demonstrating air- to-air combat to a very interested Amelia.

As Maverick walks Penny around the other lady in his life - the P-51.

As Rooster looks over Maverick's workspace, the pictures of Maverick and Ice, of Maverick and Goose, of Rooster as a boy... Topped off by Maverick and Rooster on the carrier.

Rooster turns, looks at the make-shift family taking shape in this makeshift home...

Penny snugly in the back seat, Maverick at the controls.CONTINUED:And that glimmer comes to his eye.And he yanks the stick hard.

And the plane banks away from us with Penny screaming, laughing. But mostly screaming.

SKY . Over which a title `` LONDON - SUMMER 1593 '' appears . Title card : In the glory days of the Elizabethan theatre two playhouses were fighting it out for writers and audiences . North of the city was the Curtain Theatre , home to England 's most famous actor , Richard Burbage . Across the river was the competition , built by Philip Henslowe , a business with a cash flow problem . The Rose . Gradually a building is revealed , The Rose Theatre , three - tiered , open to the elements and empty . On the floor , roughly printed , a poster - torn , soiled , out of date . It says : SEPT. 7TH & 8TH AT NOON . MR. EDWARD ALLEYN AND THE ADMIRAL 'S MEN AT THE ROSE THEATRE , BANKSIDE THE LAMENTABLE TRAGEDIE OF THE MONEYLENDER REVENG 'D OVER THIS the screams of a man under torture . The screams are coming from the curtained stage .

The theatre owner , PHILLIP HENSLOWE , is the man screaming . HENSLOWE 'S boots are on fire . He is pinioned in a chair , with his feet stuck out over the hot colas of a fire burning in a brazier . He is being held in that position by LAMBERT , who is a thug employed by FENNYMAN , who is the owner of the VOICE . The fourth man , FREES , is FENNYMAN 'S bookkeeper .FENNYMAN snaps his fingers at FREES and LAMBERT . LAMBERT unties HENSLOWE , FREES starts writing a contract .FENNYMAN slaps a contract down on the table next to n ink - pot and quill .HENSLOWE takes the quill and signs .

Twelve pounds, one shilling and four pence, Mr. Fennyman, including interest.

It's a crowd - tickler - mistaken identities, a shipwreck, a pirate king, a bit with a dog, and love triumphant.

A play takes time. Find actors... rehearsals... let's say open in three weeks. That's - what - five hundred groundlings at tuppence each, in addition four hundred groundlings tuppence each, in addition four hundred backsides at three pence - a penny extra for a cushion, call it two hundred cushions, say two performance for safety how much is that Mr. Frees?

Henslowe, you pound of tripe, in my business I would be out of business if I had your courage, so do n't tell me about business

A famous victory! Kegs and legs. Open and on the house! Oh what happy hour!

Poxy Pol! You keep yourself to yourself I'll not have you infecting my investment!

Sad and wonderful! I have a blue velvet cap which will do well, I have seen apothecary with a cap just so.

`` Such mortal drugs I have but Mantua's law Is death to any he that utters them.'' Then him. Then me.

`` Such mortal drugs I have but Mantua's Law Is death to any he that utters them.'' Then him. Then me.

Will! Where is my play? Tell me you have it nearly done! Tell me you have it started.

Well, I am a dead man and buggered to boot. My theatre is close by the plague these twelve weeks, my company is playing the inn - yards of England, while Burbage and the Chamberlain's Men are invited to court and receive ten pounds to play your piece, written for my theatre, by my writer, at my risk when you were green and grateful -

Nobody! You are writing it for me! I gave you three pounds a month since.

Will! What is money to you and me? I, your patron, you my wordwright! When the plague lifts Burbage will have a new Christopher Marlowe for the Curtain and I have nothing for the Rose.

The natural condition is one of insurmountable obstacles on the road to imminent disaster. Believe me, to be close by the plague is a bagatelle in the ups and downs of owning a theatre.

Yes, I heard. The theatres are open. But where is my playwright?

Ned Alleyn and the Admiral's Men are out on tour. I need actors. Those here who are unknown will have a chance to be known.

Ralph Bashford! I'd have a part for you but, alas, I hear you are a drunkard's drunkard.

Very good, Mr. Wabash. Excellent. Report to the property master.

My tailor. Wants to be an actor. I have a few debts here and there. Well, that seems to be everybody. Did you see a Romeo?

It starts well, and then it's all long - faced about some Rosaline. Where's the comedy, Will. Where's the dog?

We are at least four acts short, Will, if you are looking for disaster.

It is customary to make a little speech on the first day. It does no harm and authors like it.

That must be when he goes on the voyage and gets shipwrecked on the island of the Pirate King.

I want no more trouble, Mr. Fennyman. As I explained to you, the theatre business

The Apothecary? Will, what is the story? Where is the shipwreck? How does the comedy end?

By God, Will, if you do not, who does? Let us have pirates, clowns, and a happy ending, or we will send you back to Stratford to your wife!

A small cramped space in the eaves of a building . A cluttered shelf containing various objects , wedged between crumpled pieces of paper . Among those we have time to observe : a skull , a mug that says A PRESENT FROM STRATFORD - UPON - AVON . At infrequent intervals further pieces of crumpled paper are tossed towards the shelf . The man who is throwing them , WILL SHAKESPEARE , is bent over a table , writing studiously with a quill . Now we see what he is writing : Will is practising his signature , over and over again . `` Will Shagsbeard ... W Shakspur ... William Shasper ... '' Each time he is dissatisfied , and each time he crumples , and tosses it away . Suddenly WILL becomes impatient . He jumps up and goes to the loft area in the rafters , where he sleeps , and starts to pull on his boots . At this point the door opens and HENSLOWE walks in . He is out of breath and his feet hurt .

Henslowe, you have no soul so how can you understand the emptiness that seeks a soulmate?

Half what you owed me. I am still due for One Gentleman of Verona.

Burbage offers me a partnership in the Chamberlain's Men. For fifty pounds my hired player days are over.

Words, words, words... once, I had the gift... I could make love out of words as a potter makes cups out of clay love that overthrows empires, love that binds two hearts together come hellfire and brimstones... for sixpence a line, I could cause a riot in a nunnery... but now

It's as if my quill is broken. As if the organ of the imagination has dried up. As if the proud tower of my genius has collapsed.

I was a lad of eighteen. Anne Hathaway was a woman, half as old again.

She had a cottage. One day, she was three months gone with child, so

Four years and a hundred miles away in Stratford. A cold bed too, since the twins were born. Banishment was a blessing.

You see? The consumptives plot against me. `` Will Shakespeare has a play, let us go and cough through it.''

It's all locked safe in here. We need Ralph for the Pirate King. Good morning, Master Nol. You will have a nice little part.

I insist - and a beaker for Mr. Marlowe. The BARMAN does the business.

I love your early work. `` Was this the face that launched a thousand ships and burnt the topless towers of Ilium?''

I was a poet till now, but I have seen beauty that puts my poems at one with the talking ravens at the Tower.

We are at least six men short, and those we have will be overparted, ranters and stutterers who should be sent back to the stews. My Romeo has let me down. I see disaster.

You want to know what parts you are to receive. All will be settled as we go

We are in desperate want of a Mercutio, Ned, a young nobleman of Verona

He is speaking about a baggage we never even meet! What will be left in your purse when he meets his Juliet?

God's teeth, am I to suffer this constant stream of interruption?!

Locked safe in here. I leave the scene in your safe keeping, Ned, I have a sonnet to write.

There you have his duel, a skirmish of words and swords such as I never wrote, nor anyone. He dies with such passion and poetry as your ever heard : `` a plague on both your houses!''

Oh, Thomas! She has cut my strings! I am unmanned, unmended, and unmade, like a puppet in a box.

She tells me to keep away. She is to marry Lord Wessex. What should I do?

No. And yet she does where the ink has run with tears. Was she weeping when she gave you this?

Oh, if I could write the beauty of her eyes! I was born to look in them and know myself.

Oh, Thomas, her lips! The early morning rose would wither on the branch, if it could feel envy!

Deeper. Softer. None of your twittering larks! I would banish nightingales from her garden before they interrupt her song.

Constantly. Without doubt. And plays the lute, she has a natural ear. And her bosom - did I mention her bosom?

Oh Thomas, a pair of pippins! As round and rare as golden apples!

Yes, by God! Love knows nothing of rank or riverbank! It will spark between a queen and the poor vagabond who plays the king, and their love should be minded by each, for love denied blights the soul we owe to God! So tell my lady, William Shakespeare waits for her in the garden!

Wait! You are still a maid and perhaps as mistook in me as I was mistook in Thomas Kent.

`` Oh Romeo, Romeo, wherefore art thou Romeo? Deny thy father and refuse thy name.''

`` What man art thou that thus bescreen'd in night So stumblest on my counsel?''

`` The orchard walls are high and hard to climb, And the place death, considering who thou art, If any of my kinsmen find thee here. If they do see thee, they will murder thee.''

`` Good night, good night. As sweet repose and rest Come to thy heart as that within my breast. O wilt thou leave me so unsatisfied?''

I found something in my sleep. The Friar who married them will take up their destinies.

In heaven, perhaps. It is not a comedy I am writing now. A broad river divides my lovers - family, duty, fate - as unchangeable as nature.

To be the wife of a poor player? - can I wish that for Lady Viola, except in my dreams? And yet I would, if I were free to follow my desire in the harsh light of day.

My, but you be a handsome gallant, just as she said! You may call me Miss Wilhelmina!

Oh, my lord, you will not shake me off, she never needed me more, I sear by your breeches!

Marlowe? Oh yes, he is the one, lovely waistcoat, shame about the poetry.

I dreamed last night of a shipwreck. You were cast ashore in a far country.

It is, Thomas, but of good reputation. Come, there is no harm in a drink.

Mr. Fennyman, because you love the theatre you must have a part in my play. I am writing an Apothecary, a small but vital role.

Marlowe's touch was in my Titus Andronicus and my Henry VI was a house built on his foundations.

He was not dead before. I would exchange all my plays to come for all of his that will never come.

My love is no lie. I have a wife, yes, and I can not marry the daughter of Sir Robert de Lesseps. It needed no wife come from Stratford to tell you that. And yet you let me come to your bed.

For killing Juliet's kinsman Tybalt, the one who killed Romeo's friend Mercutio, Romeo is banished

You, Edward. The Friar who married them gives Juliet a potion to drink. It is a secret potion. It makes her seeming dead. She is placed in the tomb of the Capulets. She will awake to life and love when Romeo comes to her side again.

I have not said all. By malign fate, the message goes astray which would tell Romeo of the Friar's plan. He hears only that Juliet is dead. And thus he goes to the Apothecary.

And buys a deadly poison. He enters the tomb to say farewell to Juliet who lies there cold as death. He drinks the poison. He dies by her side. And then she wakes and sees him dead.

The play. All written out for you. I had the clerk at Bridewell do it, he has a good fist for lettering.

`` Wilt thou be gone? It is not yet near day > It was the nightingale and not the lark That pierced the fearful hollow of thine ear. Nightly she sings on yon pomegranate tree. Believe me, love, it was the nightingale.''

`` Yon light is not daylight, I know it, I. It is some meteor that the sun exhales To be to thee this night a torchbearer...''

If you be married, my gave is like to be my wedding bed. The implication of her silence fills the air. WILL does not move.

I am done with theatre. The playhouse is for dreamers. Look where the dream has brought us.

A comedy! What will my hero be but the saddest wretch in the kingdom, sick with love?

My story starts at sea... a perilous voyage to an unknown land... a shipwreck

the wild waters roar and heave... the brave vessel is dashed all to pieces, and all the helpless souls within her drowned

whose soul is greater than the ocean... and her spirit stronger than the sea's embrace... not for her watery end, but a new life beginning on a stranger shore

It will be a love story... for she will be my heroine for all time

WILL lives in a crowded area of the city . Hawkers are crying their wares , tract - sellers , delivery boys , and merchants go about their business . HENSLOWE catches up with WILL as he strides purposefully along .

HENSLOWE 'S hardly paused in his appeal .WILL stops .WILL turns down a side street .

HENSLOWE and WILL are crossing a crowded marketplace where a Puritan preacher , MAKEPEACE , is haranguing anyone who will listen .As he passes WILL gratefully makes a mental note .

and the Lord shall smite them! Yea, harken to me. The theatres are handmaidens of the devil! Under the name of the Curtain, the players breed lewdness in your wives, rebellion in your servants, idleness in your apprentices and wickedness in your children! And the Rose smells thusly rank by any name! I say a plague on both their houses!

Licentiousness is made a show, vice is made a show, vanity and pride likewise made a show! This is the very business of show

WILL turns into a narrow street and walks toward a doorway .As HENSLOWE arrives the door closes in his face . A sign identifies the place as the premises of Dr. MOTH , apothecary , alchemist , astrologer , seer , interpreter of dreams , and priest of psyche . HENSLOWE looks puzzled .

A stuffed alligator hangs from the ceiling , pills , potions , amulets and charms , star charts and mystic paraphernalia festoon the place . Testimonials and framed degrees hang on the walls . WILL lying on a couch , on his back . His eyes are closed DR. MOTH sits by the couch , listening to WILL and occasionally making a note on a pad he holds on his knee . What we have here is nothing less than the false dawn of analysis . The session is being timed by an hourglass .WILL seems unwiling to respond . DR. MOTH refers to his notes .WILL turns towards him . How did he know that ?The sand runs through the hourglass .DR. MOTH reaches for a glass snake bracelet .WILL looks at the snake bangle in wonder .He holds out his hand . WILL drops a sovereign into it , and takes the bracelet .

Black Sue, Fat Phoebe, Rosaline, Burbage's seamstress ; Aphrodite, who does it behind the Dog and

Here is a bangle found in Psyche's temple on Olympus cheap at four pence. Write your name on a paper and feed it in the snake.

The woman who wears the snake will dream of you, and your gift will return. Words will flow like a river. I will see you in a week.

WILL comes out . HENSLOWE is waiting , standing in a horse trough to ease his feet . WILL walks straight past him , and HENSLOWE follows .

WHITEHALL means nothing yet . We are behind closed curtains on a stage busy with preparations for the imminent performance of Two Gentlemen of Verona . This is not a theatre but a banqueting hall , as we will see . RICHARD BURBAGE is to play `` PROTEUS . '' A BOY PLAYER will play `` SILVIA , '' and last minute improvements to his makeup etc. are being applied by BURBAGE 'S mistress ROSALINE . `` LAUNCE , '' one of the clowns , is the famous comedian WILL KEMPE . `` LAUNCE 'S '' dog , CRAB is in KEMPE 'S charge and is not helping much . There is no set . A helpful placard reading VERONA - AN OPEN PLACE , is ready to hand . MUSICIANS can be heard tuning their instruments . From the other side of the curtain there is an expectant bubbub . KEMPE leads the dog into the wings and rummages in a box of proops . He finds a skull . He has one foot on the box , his elbow on his knee , he looks at the skull ... in other words he reminds us of Hamlet . We see this from the POV of WILL , who is just entering through a door backstage .WILL 'S attention has been caught by ROSALINE , BURBAGE 'S mistress . ROSALINE is big breasted , dark - eyed , dark - haired , sexual .BURBAGE kisses her mouth and slaps her behind . He comes over to greet WILL .ROSALINE brings over the last elements of BURBAGE 'S costume and helps him into them .BURBAGE digs under his costume for his purse , which is on a waistband , over his corset .WILL turns to see HENSLOWE approaching .The Master of the Revels -LRB- TILNEY -RRB- comes through the curtain officiously .He disappears back through the curtains . The hubbub falls silent , rather dramatically , and all the busy PLAYERS know what that means : they all crowd to the curtain and find places to peep through .

Crab is nervous. He has never played the Palace. When will you write me a tragedy, Will? I could do it.

My sleeve wants for a button, Mistress Rosaline, where were my seamstress's eyes?

There is no dog in the first scene, Will Kempe, thank you. How goes it Will?

Not from me. I only stole it. When are you coming over to the Chamberlain's Men?

Here is two sovereigns - I'll give you two more when you show me the pages.

The Queen has commanded, she loves a comedy and the Master of the Revels favours us.

What is money to me like us? Besides, if I need a play, I have another waiting, a comedy by Shakespeare.

Where is that thieving hack who ca n't keep his pen in his own ink pot!?

That can wait. The Master of the Revels despises us for vagrants, tinkers, and peddlers of bombast. But my father, James Burbage, had the first licence to make a company of players from Her Majesty, and he drew from poets the literature of the age. Their fame will be our fame. So let them all know, we are men of parts. We are a brotherhood, and we will be a profession. Will Shakespeare has a play. I have a theatre. The Curtain is yours.

What does Burbage care of that? He is readying the Curtain for Kit Marlowe.

So, Henslowe! I say this theatre is closed! On the authority of the powers invested in my by the court - I close this theatre!

For lewdness and unshamefacedness! For displaying a female on the public stage!

That's who I meant! This theatre is closed! Notice will be posted!

Everybody! The Admiral's Men, The Chamberlain's Men and everyone of you ne'er - do - wells who stands in contempt of the authority invested in me by her Majesty.

I'll see you all in the clink! In the same of her Majesty Queen Elizabeth

THE POV OF THE PLAYERS . The arrival of QUEEN ELIZABETH , aged sixty , coming to take her place in the audience at front centre . The hill is crowded with lords and ladies , bowing ELIZABETH to her seat , which is raised high on a pedestal , affording the QUEEN an uninterrupted view of the play , and the audience an uninterrupted view of the QUEEN . Trumpets sound . Close on a small piece of paper : a quill is writing `` W. Shakespeare . '' WILL rolls the paper up carefully and slips it into the mouth of the snake bangle . The curtain draws back and CONDELL as `` VALENTINE '' and BURBAGE as `` PROTEUS '' begin the play .

`` Cease to persuade, my loving Proteus ; Home - keeping youth have ever homely wits...''

`` What light is light if Silvia be not seen? What joy is joy, if Silvia be not by? Unless it be to think that she is by And feed upon the shadow of perfection...''

With BURBAGES 'S presence accounted for on stage , ROSALINE curls an arm around WILL 'S neck . They kiss hungrily . After a moment , WILL pulls back .WILL takes the snake bracelet and slips it onto her arm . ROSALINE looks at it , then at WILL . Then they kiss again , but WILL is distracted by the sound of coughing from the auditorium .

`` VALENTINE '' is on stage with `` PROTEUS . '' CONDELL AS VALENTINE `` To be in love , where scorn is bought with groans : Coy looks with heart sore sighs ; One fading moment 's mirth With twenty watchful , weary , tedious nights ... '' As the scene continues , WILL appears at the back of the hall and finds himself next to HENSLOWE .

Laughter . It is later , and KEMPE is now on stage with his dog . The audience is roaring .QUEEN ELIZABETH 'S idiosyncratic laugh rises above the others .She throws a sweetheart on the stage and the dog wolfs it down . Everyone applauds .Now we meet VIOLA . VIOLA DE LESSEPS is twenty - five and beautiful , and she is laughing with great natural enjoyment . She sits slightly apart from her small family group - her parents , SIR ROBERT DE LESSEPS and LADY MARGARET DE LESSEPS . Part of the group but seated behind as befits her lower status is VIOLA 'S NURSE . Elsewhere is LORD WESSEX , our villain . WESSEX is in his forties , dark cruel , self - important . He has noticed VIOLA . The nurse notices him .

I have seen you. You are the one who comes to all the plays - at Whitehall, at Richmond.

Speak out! I know who I am. Do you love stories of kings and queens? Feats of arms? Or is it courtly love?

My Lord - when you can not find your wife you had better look for her at the playhouse.

But playwrights teach nothing about love, they make it pretty, they make it comical, or they make it lust. They can not make it true.

Fifty pounds! A very worthy sum on a very worthy question. Can a play show us the very truth and nature of love? I bear witness to the wager, and will be the judge of it as occasion arises.

So - the fireworks will be soothing after the excitements of Lady Viola's audience.

Have her then, but you are a lordly fool. She has been plucked since I saw her last, and not by you. It takes a woman to know it.

The Queen of England does not attend exhibitions of public lewdness so something is out of joint. Come here, Master Kent. Let me look at you.

Yes, the illusion is remarkable and your error, Mr. Tilney, easily forgiven, but I know something of a woman in a man's profession, yes, by God, I do know about that. That is enough from you, Maser Kent. If only Lord Wessex were here.

There was a wager, I remember... as to whether a play can show the very truth and nature of love. I think you lost it today.

Master Shakespeare. Next time to you come to Greenwich, Come as yourself and we will speak some more. WILL bows deeply. The QUEEN turns to leave. The waves part for her.

As stories must when love's denied - with tears and a journey. Those whom God has joined in marriage, not even I can put asunder.

Lord Wessex, as I foretold, has lost his wife in the play - house - go make your farewell and send her out. It's time to settle accounts.

Give it to Master Kent. He will see it rightfully home. WESSEX gives his purse to VIOLA.

And tell Shakespeare something more cheerful next time for Twelfth Night.

LATER . `` VALENTINE '' is on stage alone . He is speaking the speech rather more coarsely than the version we hear later .Now we see that VIOLA knows the speech by heart , and is silently mouthing it with the actor .But when he turns to WILL he finds that WILL has gone .

WILL comes into his room , goes straight to his table in the window , and arranges pen , ink , and paper . Now he has his ritual : he spins round once in a circle , rubs his hands together and spits on the floor . Then he sits down , picks up his pen , and stares in front of him . PAUSE . Then he begins to write .

The NURSE is undressing her , though VIOLA tries intermittently to push her away . She is still bright with excitement .Now the NURSE is cleaning VIOLA 'S ears , one by one , of course . She has an ear - cleaning implement for this . VIOLA submits .VIOLA goes over to the window .

Did you like Proteus or Valentine best? Proteus for speaking, Valentine for looks.

But Silvia I did not care for much. His fingers were red from fighting and he spoke like a schoolboy at lessons. Stage love will never be true love while the law of the land has our heroines played by pipsqueak boys in petticoats! Oh, when can we see another?

Well - monied is the same as well - born and well - married is more so. Lord Wessex was looking at you tonight.

All the men at court are without poetry. If they look at me they see my father's fortune. I will have poetry in my life. And adventure. And love. Love above all.

No. not the artful postures of love, but love that over - throws life. Unbiddable, ungovernable, like a riot in the heart, and nothing to be done, come ruin or rapture. Love like there has never been in a play.

But I would be Valentine and Silvia too. Good Nurse, God save you and good night. I would stay asleep my whole life if I could dream myself into a company of players.

A comedy of quarreling families reconciled in the discovery of Romeo to be the very same Capulet cousin stolen from the cradle and fostered to manhood by his Montague mother that was robbed of her own child by the Pirate King!

From tomorrow, away in the country for three weeks! Is Master Shakespeare not handsome?

Oh, Nurse! He would give Thomas Kent the life of Viola De Lesseps's dreaming.

You will not tell. As you love me and as I love you, you will bind my breast and buy me a boy's wig!

Romeo, Romeo. a young man of Verona. A comedy. By William Shakespeare.

Alas indeed, for I thought you the highest poet of my esteem and a writer of plays that capture my heart.

Answer me only this : are you the author of the plays of William Shakespeare?

I would not have thought it. There is something better than a play.

`` But soft, what light through yonder window breaks? It is the east and Juliet is the sun!''

`` Arise fair sun and kill the envious moon Who is already sick and pale with grief That thou her maid art far more fair than she...''

You follow your desire freely enough in the night. So, if that is all, to Greenwich I go.

Oh, Will! As Thomas Kent my heart belongs to you but as Viola the river divides us, and I will marry Wessex a week from Saturday.

I love theatre. To have stories acted for me by a company of fellows is indeed

I mean... Your Majesty, they do not, they have not, but I believe there is one who can

Calf love. I loved the writer, and gave up the prize for a sonnet.

You were not dead before. When I thought you dead, I did not care about all the plays that will never come, only that I would never see your face. I saw our end, and it will come.

If not Wessex the Queen will know the cause and there will be no more Will Shakespeare.

But I will go to Wessex as a widow from these vows, as solemn as they are unsanctified.

`` It was the lark, the herald of the morn, No nightingale. Look, love, what envious streaks Do lace the severing clouds in yonder east. Night's candles are burnt out, and jocund day Stands tiptoe on the misty mountain tops. I must be gone and live, or stay and die.''

`` I have more care to stay than will to go. Come death, and welcome. Juliet wills it so. How is' t my soul? Let's talk. It is not day.''

Good morning, my lord. I see you are open for business so let's to church.

A hired player no longer. Fifty pounds, Will, for the poet of true love.

It was we ourselves did that. And for my life to come I would not have it otherwise.

If my hurt is to be that you will write no more, then I shall be the sorrier.

At sea, then - a voyage to a new world?... she lands upon a vast and empty shore. She is brought to the duke... Orsino.

The NURSE thrusts a twig to her face .Automatically , VIOLA takes the twig and begins brushing her teeth , all the while looking downriver towards the Rose . The NURSE attends her with a beaker of water , and a bowl .VIOLA gazes longingly towards the Rose ... And , there and then , she makes a plan .

HENSLOWE is making his way from the theatre to the market place when FENNYMAN and LAMBERT appear at either shoulder and propel him back the way he came . FREES follows behind .At this point din is heard in the background . a messenger , ringing a bell , is running though the street .FENNYMAN is intrigued .HENSLOWE plays his temporary advantage modestly , shrugging himself free of LAMBERT 'S grip .HENSLOWE continues on his way . FENNYMAN watches HENSLOWE , curious .

The theatres are reopened. By order of the Master of the Revels, the theatres are reopened

It is . WILL is writing furiously . A burnt - down candle is still alight , although it is day outside the window . He has been writing all night . He has written about ten pages . Pleased with himself and excited , he gathers them up and leaves the room like a man with a mission .

Leaving the house , pages in hand , WILL nearly knocks down HENSLOWE who has come to see him .Before he can finish , WILL brandishes the pages in his hand .WILL has gone .

BURBAGE lives in another part of the city . WILL bangs through the door without ceremony .

WILL charges into the bedroom . ROSALINE is in bed . The Master of the Revels is pulling up his breeches . WILL is shattered .The unsuccessful snake bracelet glints at him from ROSALINE 'S arm .A bell can be heard ringing outside .

WILL emerges looking distraught . A burning brazier stands by the wall . WILL thrusts the pages into the coals . He watches for a moment as the pages catch fire .

WILL walks in to find the place in an uproar of celebration . A handsome young serving man -LRB- NOL -RRB- is bumping through with a tray of tankards .HENSLOWE finds a seat , and takes a tankard off NOL 'S tray .They are interrupted by WILL who joins them . He looks distracted .NOL shouts for you , takes off his apron and flings it behind the bar . HENSLOWE jumps up and embraces WILL . The entire staff and half the customers are now crowding around , actors the lot of them . HENSLOWE bangs the table to shut them all up .The din of excited chatter returns . He sweeps grandly to the tavern door ... where he meets RALPH BASHFORD , a big , burly , middle - aged actor .

The special today is a pig's foot marinated in juniper - berry vinegar, served with a buckwheat pancake which has been

WILL has remained behind , aghast now at his predicament . He goes to the bar .WILL turns towards a figure further down the bar . It 's CHRISTOPHER MARLOWE .His drink arrives . WILL places a sovereign on the bar .NOL hurries back to WILL 'S side .He drains his glass .WILL makes a helpless gesture and hurries after NOL .

I have a new one nearly done, and better. The Massacre at Paris.

His best friend is killed in a duel by Ethel's brother or something. His name is Mercutio.

You are playing my Faustus this afternoon. Do n't spend yourself in sport.

You did. But Ned Alleyn and the Admiral's Men have the playing of it as the Rose.

HENSLOWE and WILL are sitting in the gallery , listening to a YOUNG ACTOR auditioning .HENSLOWE and WILL look a bit deflated . The YOUNG ACTOR leaves and is replaced by a SECOND ACTOR .HENSLOWE and WILL let him continue a bit further , but exchange despairing looks . A succession of would - be actors offer their version of Marlowe 's lines , each as inappropriate as the other . Among them is a small URCHIN .The URCHIN leaves , glowering furiously , and is replaced by a beanpole of a man -LRB- WASBASH -RRB- . WABASH has a bad stutter .WILL looks at HENSLOWE in outrage .HENSLOWE leaves him .WILL sits brooding alone for a moment . Then he realizes he is being addressed from the stage . ANOTHER ACTOR .WILL looks at the stage and sees a handsome young man , with a hat shadowing his eyes .WILL can hardly manage a nod .It does not take four lines of `` VALENTINE 'S '' speech to confirm for us , if confirmation be needed , that THOMAS is VIOLA . For WILL , amazement at hearing his own words soon gives away to something else . He is captivated . He has found his `` ROMEO '' .WILL interrupts `` him . ''THOMAS begins to panic . WILL jumps down to ground level . THOMAS runs offstage , to WILL 'S bewilderment . WILL hurries after him . We go with WILL as he crosses the stage , then backstage , then into the

... Was this the face that launched a thousand ships, And burnt the topless towers of Ilium? Sweet Helen, make me immortal with a kiss!''

I would like to give you something from Faustus by Christopher Marlowe.

`` Was this the face that launched a thousand ships, And burnt the topless towers of Ilium?''

... the topless towers of Ilium? Sweet Helen, make me immortal with a -?''

`` W - w - w - w - was th - th - this th - th - the f - f - f - face...''

Thomas Kent. I would like to do a speech by a writer who commands the heart of every player.

`` What light is light, if Silvia be not seen, What joy is joy, if Silvia be not by? Unless it be to think that she is by And feed upon the shadow of perfection.

... except I be by Silvia in the night, There is no music in the nightingale. Unless I look on Silvia in the day, There is no day for me to look upon.''

I was in a play. They cut my head off in Titus Andronicus. When I write plays, they will be like Titus.

I like it when they cut heads off. And the daughter mutilated with knives.

T - t - t - two h - h - households b - both alike in d - d - d - dignity.

Yes, my aunt. But perhaps she wept a little. Tell me how you love her, Will.

Is your lady beautiful? Since I came to visit from the country, I have not seen her close. Tell me, is she beautiful?

I think the lady is wise to keep your love at a distance. For what lady could live up to it close to, when her eyes and lips and voice may be no more beautiful than mine? Besides, can a lady born to wealth and noble marriage love happily with a Bankside poet and player?

RETIRING ROOM which is crowded with actors and HENSLOWE 'S lieutenant , property manager , copier , and general factotum who is a new character , PETER .WILL enters into the middle of this .NOBODY knows what he is talking about . WABASH , the stutterer , grabs Will 's hand and shakes it excitedly .The street door is swinging shut . WILL sees it . He fights his way through the men to get to the door .

WILL emerges from the theatre into a street throbbing with nefarious life . Whores , cutpurses , hawkers , urchins , tract - sellers , riffraff of all kinds in an area of stews -LRB- lowdown pubs -RRB- , brothels and slums . It is some time before WILL spots THOMAS , way ahead of him in the crowded street . The chase is taking them to the riverbank .

When WILL gets to the riverbank he sees that THOMAS is in a smallish boat being rowed upriver and in midstream . The river is quite busy , and among the boats there are a number of waiting `` taxis . '' WILL jumps into the nearest one and shouts at the `` Taxi Driver '' BOATMAN .WILL sits in the stern of the boat and the BOATMAN sits facing him , rowing lustily .

Viola De Lesseps. Known her since she was this high. Would n't deceive a child.

It would n't take you long to read it, I expect you know all the booksellers.

LATER . The BOATMAN is puffing . WILL is looking ahead to where THOMAS 'S boat has reached a jetty on the farther shore , a private jetty attached to a rich house on the north bank . WILL sees THOMAS jump out of his boat and run toward the house .

THOMAS rushes up the back stairs , removing his hat . Her hair tumbles down about her shoulders , so we will call her VIOLA again .

Her mother LADY DE LESSEPS , is talking to the NURSE . LADY DE LESSEPS Where is she ? Our guests are upon us , Lord Wessex too , bargaining for a bride . My husband will have it settled tonight . Behind her , the door opens revealing VIOLA as THOMAS to the NURSES view , but only for a moment . The door closes again as LADY DE LESSEPS turns .A different door communicating to the next room , opens and VIOLA comes in after a lightning dress change into a robe . She curtseys to her mother .The NURSE looks at her , round - eyed .

Tomorrow he drags me off to the country and it will be three weeks gone before we return from our estates.

From a cauldron on the stove , hot water is poured into two pails , by the a KITCHEN BOY under the NURSE 'S command .WILL has come to the kitchen door with a letter .The NURSE sends the SCULLERY MAID back to work .

VIOLA in her bath , reads WILL 'S letter . The NURSE is adding hot water to the tub .

WILL waits hopefully . The kitchen door opens and a SERVANT flings a bucket of dirty water in the general direction of the gutter . WILL hops nimbly aside and escapes a soaking .

WILL spots a gaggle of MUSICIANS approaching , carrying instruments . WILL recognizes them .The sound of hooves gives hardly any warning as a GALLOPING HORSEMAN thunders through the MUSICIANS who have to leap out of the way . It is WESSEX arriving at the house , with his usual good manners . Will watches WESSEX skid to a halt and enter the house .

WILL has got in with the MUSICIANS . Competently enough he strums along with them on the bandstand . Two dozen guests are enough to crowd the space for dancing . WILL glances around , looking for THOMAS KENT . He stops a passing SERVANT , helping himself to a snack off the man 's tray .It means nothing to the SERVANT who moves on . ANGLE ON WESSEX and SIR ROBERT .ANGLE on WILL - watching the dancing . Then he sees VIOLA in the crowd . He turns to blood . Love at first sight , no doubt about it . VIOLA has not seen him . She is doing a daughter 's duty among her parents ' friends . The guests form up to begin a changing - partners dance -LRB- the very same one you get in every ROMEO and JULIET -RRB- .WILL leaves the bandstand and is moving trancelike to keep her in view between the dancers and onlookers . VIOLA moves through patterns of the dance until ... as night follows day , she finds WILL opposite her . He has insinuated himself into the dance . VIOLA gasps .WILL reacts , surprised by her reaction . The dance separates them . VIOLA finds herself opposite WESSEX .WESSEX scowls . The dance separates them . VIOLA finds herself opposite WILL again . WILL stares at her entranced .WILL has lost his tongue .WILL nods in his trance and she smiles at him .WILL tries to speak but the silver tongue wo n't work . He is dumb with adoration . Suddenly WESSEX takes him affably by the elbow and leads him into an alcove .To his surprise he finds a lordly dagger at this throat .WESSEX shoves him through the nearest door . VIOLA 'S eyes are searching the room for WILL . She finds WESSEX smiling at her . She looks away .

She is a beauty, my lord, as would take a king to church for a dowry of a nutmeg.

My plantations in Virginia are not mortgaged for a nutmeg. I have an ancient name that will bring you preferment when your grandson is a Wessex. Is she fertile?

As any mule in Christendom. But if you are the man to rider her, their are rubies in the saddlebag.

By coveting my property. I can not shed blood in her house but I will cut your throat anon. You have a name?

Piety is for Sunday! And two hours at prayer is not piety, it is self - importance!

It would be better that you tell her to get off her knees and show some civility to her six - day lord and master.

Her majesty's consent is requisite when a Wessex takes a wife, and once gained, her consent is her command.

Your father should keep you better informed. He has bought me for you. He returns from his estates to see us married two weeks from Saturday.

How your mind hops about! Your father was a shopkeeper, your children will bear arms, and I will recover my fortune. That is the only matter under discussion today. You will like Virginia.

Why, yes! My fortune lies in my plantations. The tobacco weed. I need four thousand pounds to fit out a ship and put my investments to work - I fancy tobacco has a future. We will not stay there long, three or four years.

She wants to inspect you. At Greenwich, come Sunday. Be submissive, modest, grateful and brief.

Now, pay attention, Nursy. The Queen, Gloriana Regina, God's Chosen Vessel, the Radiant One, who shines her light on us, is at Greenwich today, and prepared, during the evening's festivities, to bestow her gracious favour on my choice of wife - and if we're late for lunch, the old boot will not forgive. So you get you to my lady's chamber and produce her with or without her undergarments.

Ah! My lady! The tide waits for no man, but I swear it would wait for you!

There was a man, poet - a theatre poet, I heard - does he come to the house?

An insolent penny - a - page rogue, Marlowe, he said, Christopher Marlowe - has he been to the house?

Lady Viola is... young in the world. Your Majesty is wise in it. Nature and truth are the very enemies of playacting. I'll wager my fortune.

And on a day of mourning. I never met the fellow but once at your house.

Oh! - dear God, I did not think it would be me to tell you. A great loss to playwriting, and to dancing.

Killed last night, in a tavern! Come, then, we'll say a prayer for his soul

You upstart inky pup! Now I will show you your place, which is in hell!

I rejoiced at his death because I thought it was yours. That is all I know of Marlowe.

Close it! Take it down stone by stone! I want it ploughed into the ground, and sown with quick lime!

My ship is moored at Bankside, bound for Virginia on the afternoon tide - please do not weep, Lady De Lesseps, you are gaining a colony.

Would you oblige me with fifty or so in gold? - just to settle my accounts at the dockside?

There is a lighted window on the balcony . VIOLA , dressed for bed , and the NURSE pass across the lighted space . WILL is in the garden . He sees her . The light in the room is extinguished . WILL sighs . Then VIOLA comes out onto the balcony in the moonlight . WILL gasps . He watches her . VIOLA sighs dreamily .WILL reckons that 's a good enough cue . He comes out of hiding , and approaches the balcony .The NURSE calls `` Madam ! '' from inside the room .The NURSE calls again .She goes inside for a moment .VIOLA returns . WILL comes forward again .The NURSE calls her again : `` Madam ! ''But she goes inside . WILL looks around and sees that there is , as ever a convenient tree . He starts to climb up toward the balcony . When his head is nearly level , a soft figure comes once more onto the balcony . WILL pops his head over the parapet and is face to face with the NURSE . The NURSE gives a yell . WILL falls out of the tree .

Male voice shout to each other inside the house , candle flames appear in different windows , the garden door is flung open , revealing SIR ROBERT with candelabra in one hand and sword in the other . By this time WILL is on top of the garden wall and he drops safely out of sight . He could have written it better .

WILL is burning the midnight oil - literally and metaphorically . His quill has already covered a dozen sheets . He is inspired .

It is day one . THE COMPANY is on stage . PETER is passing pages around a bunch of actors . JOHN , JAMES , and NOL are looking through their pages .WILL is going around pumping hands and slapping shoulders , flushed with excitement . HENSLOWE is reading his pages , worried . RALPH BASHFORD is next to him .WILL pulls HENSLOWE aside .WILL as notices a young scruffy thirteen - year - old actor , the URCHIN we met before .And he helps the URCHIN off with a kick . The URCHIN glowers with resentment . HENSLOWE finds himself face to face with FENNYMAN .That 's as far as he gets before there is a dramatic interruption - the public entrance door is flung open and SIX MEN make a loud entrance , headed by NED ALLEYN , the actor , who is a handsome piratical figure with a big voice and a big sword .He gets various reactions . HENSLOWE and WILL shout his name joyfully , some of the actors are friends with the new group and behave accordingly , others know they are out of a job . FENNYMAN recovers , or tries to .ALLEYN slaps him aside with his sword .FENNYMAN is impressed .Half a dozen of the ADMIRAL 'S MEN will be given roles in our play and we meet them and identify them as WILL enthusiastically shakes hands .He leaves , passing by the humbled FENNYMAN .WILL is used to it . He goes .

Silence, you god! I am Hieronimo! I am Tamburlaine! I am Faustus! I am Barrabas, the Jew of Malta - of yes, Master Will, and I am Henry VI. What is the play, and what is my part?

Then you may remain so long as you remain silent. Pay attention and you will see how genius creates a legend.

No, no, a touch of cold only. We suspect he is lying but WILL has turned away.

`` Oh, then I see Queen Mab hath been with you!'' Excellent and a good length. But then he disappears for the length of a bible.

Well! It was lucky you were here! Why do not I write the rest of your play while you

Are you going to do it like that? And before the humbled actor can reply NED continues.

And but one word with one of us? Couple it with something, make it a word and a blow.

Yes - it will serve. But there's a scene missing between marriage and death.

It's true, Will - it was a tavern brawl... Marlowe attacked, and got his own knife in the eye. A quarrel about the bill

I can not move in this dress! and it makes me look like a pig! I have no neck in this pig dress!

It is not my fault, Master Shakespeare. I could do it yesterday.

WILL arrives in a hurry at the wharfside , and looks vainly in the direction of the DE LESSEPSES ' house : no THOMAS .

WILL looks down the alley : - no THOMAS . He turns away . The URCHIN , the short - lived Ethel , is sitting in the alley .The URCHIN nods grimly .Because a stray cat is nearby . The cat show an interest . The URCHIN passes a white mouse to the cat and watches the result with sober interest .WILL backs away , unnerved by the boy .

On stage . the actors carry their parts . NOL AS BENVOLIO `` See where he comes . So please you step aside ; I 'll know his grievance or be much denied . ''Onstage `` MONTAGUE '' and `` LADY MONTAGUE '' make their exit . Offstage , WILL appears next to HENSLOWE .The voice is THOMAS 'S . WILL turns back to the stage and sees him . Today THOMAS has a wig as well as his small mustache .The rehearsal stops .Alone in the auditorium , FENNYMAN looks and listens , fascinated . So this is theatre !NED ALLEYN comes out of the wings , frowning over his manuscript .WILL moves back into the wings where HENSLOWE is looking anxious .WILL moves on , ignoring him . As he goes , we see that VIOLA is love - struck by him , a riot in the heart .

`` I would thou wert so happy by thy stay To hear true shrift. Come, madam, let's away.''

`` Ay me, sad hours seem long. Was that my father that went hence so fast?''

`` Oh then, dear saint, let lips do what hands to : They pray : grant thou, lest faith turn to despair.''

`` Sin from my lips? Oh trespass sweetly urg'd. Give me my sin again.''

Sin from my lips? Oh trespass sweetly urg'd. Give me my sin again.''

`` Is she a Capulet'' Oh dear account. My life is my foe's debt.''

`` The brightness of her cheek would shame those stars As daylight doth a lamp. Her eyes in heaven Would through the airy region stream so bright That birds would sing and think it were not night. See how she leans her cheek upon her hand. O that I were a glove upon that hand, That I might touch that cheek.

... By a name I know not how to tell thee who I am : My name, dear saint, is hateful to myself Because it is an enemy to thee...''

`` Alack, there lies more peril in thine eye, Than twenty of their swords! Look thou but sweet, And I am proof against their enmity.''

I have night's cloak to hide me from their eyes ; And but thou love me, let them find me here.

VIOLA still dressed as THOMAS , sonnet in hand , runs up the stairs to her room . From the other end of the house WESSEX can be heard ranting .

LORD WESSEX is being kept waiting . The NURSE is bearing the brunt of his impatience .VIOLA opens the door . She has changed hurriedly - too hurriedly : the effect of her glorious hair falling to her bare shoulders is spoiled by her mustache . Fortunately , the NURSE spots her before WESSEX does and by coming forward to greet her , the NURSE manages to shield Viola from view , communicate the problem , and announce WESSEX 'S presence , so that by the time the NURSE has passed by VIOLA and let herself out of the room , the moustache has disappeared .He kisses her with more passion than ceremony . VIOLA recoils , and slaps him .

She is writing to WILL . His letter - poem is on her table . We can read part of it . `` Shall I compare thee to a summer 's day ... '' Now we see what VIOLA is writing . INSERT : `` Master Will , poet dearest to my heart , I beseech you , banish me from yours - I am to marry Lord Wessex - a daughter 's duty ... '' She sheds a romantic , unhappy tear .

SAM is now `` JULIET . '' The play has evidently reached Act I Scene 5 . We are witnessing the meeting of `` ROMEO '' and `` JULIET '' in a simplified version of the changing - partners dance we saw at VIOLA 'S house . NED ALLEYN is in charge .The dance goes wrong . it is THOMAS 'S fault .THOMAS mutters a blushing apology . WILL arrives the bystanders , clutching fresh pages . He gives these to PETER . NED ALLEYN sees him and comes over to start an argument .WILL points significantly at the pages he has given PETER .NED nods satisfied and turns back to work . Then he turns back .But the author has escaped .

Up aloft , WILL has a Writer 's Corner where he settle down to work . We see his private superstition : he spins round in a circle , rubs his hands together , and spits on the floor . That done , he picks up his pen .

WILL is charging down a narrow alley , and bumps into BURBAGE who is emerging from the door of a tavern .WILL is in too much of a hurry to stop . BURBAGE calls after him .WILL hurries on .

VIOLA as THOMAS is being rowed across the river . From behind , in the direction of Bankside , `` he '' hears shouting .VIOLA as THOMAS turns to see WILL some way behind , following in another boat . She takes a letter from her coat and holds it aloft .

WILL has climbed aboard VIOLA 'S boat and is tearing open the letter . What he reads causes him great pain . He collapses into the stern seat next to VIOLA .WILL turns on him savagely

WILL turns back to VIOLA . They have their conversation intimately , disregarding the lack of intimacy . The BOATMAN is hardly an arm 's length away , but they ignore him .He is looking into VIOLA 'S eyes . She holds his look , but WILL belies his words .The boat scrapes on the jetty of the DE LESSEPSES ' house . The bump throws THOMAS into WILL 'S arms . He holds her round the shoulders . His words have almost unmasked her . The closeness does the rest . She kisses him on the mouth and jumps out of the boat .She throws a coin to the BOATMAN and runs towards the house .WILL gets out of the boat .The BOATMAN produces his memoirs in manuscript .But WILL has gone .

WILL drops over the wall into the garden and without hesitation starts climbing up to her balcony .

WILL comes in through the window , just as VIOLA enters by the door . They stare at each other across the room .They run together and fall into a passionate kiss .They run together and fall into a passionate kiss . VIOLA fumbles with his clothing , he with hers .

The NURSE has come to listen . She puts her ear against the door . Because she hears muffled voices , she looks startled .

WILL is half - naked . VIOLA is down to her petticoat , and chemise . The petticoat comes away . WILL flings it aside . He takes off her chemise . He is startled to find that she is tightly bandaged round the bosom . WILL finds the loose end and spins her naked .

The NURSE , drags a chair - a rocker - outside the bedroom door , and takes up her position . She sits down , keeping guard . Pretty soon there comes the regular creak of VIOLA 'S bed . The NURSE fans herself furiously with her little lacy fan . She crosses herself . A CHAMBERMAID comes along the gallery outside the bedroom door . She is dusting her way along . The CHAMBERMAID becomes aware of the regular creaking . She pauses . The NURSE begins to rock in her chair , keeping time with the creaking from within . The CHAMBERMAID stares at the NURSE . The NURSE stares at the CHAMBERMAID .

WILL and VIOLA have finished making love , and lie in each other 's arms .

Dawn is breaking . The sun lacing the severing clouds with envious streaks .

A rooster crows at some distance . VIOLA and WILL are in bed . She stirs drowsily . VIOLA , coming awake , speaks his name and he kisses her .Then he starts to get out of bed .She is winning . She kisses him and pulls the bedclothes around them .He kisses her and starts to make love to her again . VIOLA gives him a shove which pushes him onto the floor . She sits up and pulls on her gown .There 's a knock at the door .

The NURSE is knocking . VIOLA comes to the door .VIOLA looks beautified by the hours that have passed .

The cut is to the middle of a rehearsal . We are coming up to the moment when `` ROMEO '' and `` JULIET '' kiss for the first time -LRB- Act I Scene V -RRB- NED ALLEYN is in charge but WILL is watching . His life has turned perfect .WILL is in her eye - line . Her eyes flash an intimate secret look to him .And VIOLA misses her cue as a result .VIOLA guiltily picks up her line .In character , VIOLA kisses SAM , demurely , but apparently not demurely enough for WILL , who gives a twitch .VIOLA kisses SAM again . WILL gives a major twitch , which in fact catapults his body onto the stage . Everybody looks at him in surprise .VIOLA kisses WILL . They lose themselves for a fraction of a moment . As VIOLA withdraws her lips , WILL 'S lips are going for it again .RALPH has been ready and waiting .WILL has retreated to

`` Go ask his name - If he be married, My grave is like to be my wedding bed.''

`` Or if thou wilt not, be but sworn my love And I'll no longer be a Capulet.''

... All my fortunes at thy foot I'll lay, And follow thee my lord throughout the world.''

`` I come, anon - But if thou meanest not well, I do beseech thee -''

By and by I come to cease thy strife and leave me to my grief. A thousand times good night!''

`` Good night, good night. Parting is such sweet sorrow That I shall say good night till it be morrow.''

... And a good lady, and wise and virtuous. I nurse her daughter that you talk'd withal...''

`` His name is Romeo, and a Montague, The only son of your great enemy.''

`` Now by my maidenhead at twelve year old, I bade her come. What, lamb. What ladybird.''

He is behind the curtain now .During RALPH 'S lines -LRB- which are continuous -RRB- WILL stands in the shadow behind the curtain , alone , agitated .

RALPH AS NURSE `` I tell you , he that can lay hold of her -LRB- he makes the money sign -RRB- Shall have the chinks . ''NOL , AS `` BENVOLIO , '' at a party , carrying a goblet , tipsy , enters the scene .VIOLA , about to make her exit , has her hand holding the curtain at the gap .

VIOLA comes through the curtain . WILL and VIOLA kiss , dangerously - they are in a narrow space , hidden from the general backstage area .

`` JULIET 'S '' line bits WILL between the eyes . WILL pulls away .

As WILL races up the ladder to his writer 's corner , the rehearsal can be heard continuing .

WILL arrives at the top of the building in his writer 's corner . He spins around once in a circle , rubs his hands together and spits on the floor . His manuscript is all over the table . We take a peak at the lines he has already written . INSERT MANUSCRIPT : `` But soft , what light through yonder window breaks ? It is the east and Juliet is the sun . '' VIOLA 'S VOICE OVER speaks the line .

VIOLA is in bed , reading the lines from the manuscript page . WILL is in bed with her , reading with her .She has to speak through WILL 'S kisses , he is nibbling at her neck and shoulders and she has to bat him away with the pages .

VIOLA continues the speech , edge - to - edge , now in rehearsal , with SAM as `` JULIET '' sighing on the balcony above her .Oh speak again bright angel ... '' We have abandoned real time . The scene continues CROSS CUT between the STAGE and VIOLA 'S BED .

It 's become late and the rehearsal is continuing by torchlight .We see that a group of the other actors have drifted `` out front , '' drawn by the scene . FENNYMAN is there entranced . Clearly , this stuff is a cut above the normal .

WILL , undressed , strides around the room , feeding `` JULIET 'S '' lines to VIOLA in bed .

WILL and VIOLA are both out of bed , halfway though dressing . Still rehearsing .

WILL and VIOLA are back on the bed , kissing and making love .Outside the NURSE is knocking on the door and calling .

the more I give to thee The more I have, for both are infinite.''

VIOLA slaps him playfully for his vulgarity , and then kisses him .

It is night . They have just made love . Suddenly it is very still .Being in night , all this but a dream , Too flattering - sweet to be substantial . ''

Onstage , the scene continues . Backstage NED ALLEYN is working his way upstairs . He passes by RALPH -LRB- the Nurse -RRB- who has a couple of words `` of , '' as it were , in `` JULIET 'S '' chamber .SAM exits -LRB- i.e. enters to us -RRB- through the curtain .

NED is arriving . WILL is busy writing . PETER is there , holding the pages WILL has completed , and waiting for WILL to finish his page . PETER is reading his pages . WILL sees NED arrive . He gives his page to PETER .Typical ! , says WILL 'S face . Peter departs , leaving the field to NED . WILL braces himself .The whole exchange is in ironic code , between old soldiers . NED nods curtly and turns to descend .

The Friar married them in secret, then Ned gets into a fight with one of the Capulets, Romeo tries to stop them, he gets in Ned's way, I mean in Mercutio's way, so Tybalt kills Mercutio and then Romeo kills Tybalt. Then the Prince banishes him from Verona.

A black day for us all! There is news come up river from Deptford. Marlowe is dead.

PETER is just handing the pages HENSLOWE in the auditorium . HENSLOWE has acquired a performing dog . The dog does somersaults tirelessly . As PETER hands over the pages , he shakes his head .FENNYMAN , the born - again theatre groupie shushes HENSLOWE and looks daggers at him .FENNYMAN ca n't hear it . He storms over . Kicks the dog , roars at HENSLOWE .

A sunbeam wakes the lovers . Sunday morning . Church bells . VIOLA wakes with a start . Something is bothering her , she ca n't think what . WILL calms her .He brings her back down to the pillow .Suddenly there is a great racket heard from downstairs ... a man shouting .VIOLA remembers . She jumps up and gives a cry .

VIOLA has her dress on and is putting on her shoes . WILL , in his underwear is in mid - argument .

The ranting from WESSEX has continuedAnd is cut off short as VIOLA 'S door opens at the top of the stairs .VIOLA comes down the stairs . Behind her WILL appears gowned and bonneted . He has also assumed a country accent .

Fireworks explode in the evening sky over Greenwich , a royal palace , crowded now with noble guests .

The way these royal routs work is that guest mill about , chatting , bowing and generally behaving gallantly , while QUEEN ELIZABETH creates a vortex around her as she passes through the throng , occasionally honouring somebody with a couple of words , until she arrives thankfully at the best chair ... where she establishes a headquarters . Her current LORD IN WAITING ferries the lucky few forward to a brief audience with the QUEEN , each giving way to the next . VIOLA and WESSEX are , respectively , dipping and bowing as they are greeted by people who know them ... Will , in close attendance , joins in gratuitously , bowing until VIOLA nudges him and reminds him to curtsey instead . The QUEEN 'S LORD IN WAITING plucks WESSEX 'S sleeve .The LORD IN WAITING ushers VIOLA through the crowd . WILL starts to follow . WESSEX takes him by the arm .ANGLE on the QUEEN . The LORD IN WAITING has presented VIOLA . VIOLA speaks from a frozen curtsey .VIOLA straightens . The QUEEN examines her .VIOLA remains silent , in apology . ANGLE on WILL . He is watching and listening . He has never seen the QUEEN so close . He is fascinated .She looks over VIOLA 'S shoulder and VIOLA realises WESSEX has moved up behind her . WESSEX bows .The COURTIERS titter at her pleasantry .She has forgotten herself . The COURTIERS gasp . The QUEEN considers her . WESSEX looks furious . WILL is touched .Titters again . WESSEX could kill somebody .Shock and horror . QUEEN ELIZABETH is the only person amused .The QUEEN passes by , and as WESSEX comes vertical again , we see his face a mask of furious realisation .

CHRISTOPHER MARLOWE shuts the door behind him . Above him , the ceiling creaks to the rhythm of copulation . He has a sheaf of manuscript pages in his hand . He goes to the stairs .The creaking stops .

MARLOWE enters , ignoring the situation on the bed where ROSALINE is astride BURBAGE .BURBAGE rouses himself violently , throwing ROSALINE off the bed . The glass bracelet is flung from her wrist . It breaks on the floor , releasing a strip of paper . BURBAGE picks it up . What he reads on it does not please him : it is WILL 'S signature .

BURBAGE and a solid wedge of the CHAMBERLAIN 'S MEND are cleaving a path through the crowds . Their faces are grim .

We are in Act III Scene I. NED ALLEYN as `` MERCUTIO '' and NOL as `` BENVOLIO '' , and two `` MONTAGUE '' sidekicks are in occupation of the stage , when the `` CAPULETS '' swagger in , four of them headed by JAMES HEMMINGS as `` TYBALT . ''NED comes out of character .But suddenly six more men and a dog invade the stage , ready to fight . BURBAGE and the CHAMBERLAIN 'S MEN have arrived to avenge BURBAGE 'S honour with swords , clubs , and a bucket -LRB- containing pig swill -RRB- .WILL has already leapt up onto the stage .BURBAGE aims a blow at WILL , who ducks and grabs a stave from the nearest actor , and parries the blow . He swings at BURBAGE , a CHAMBERLAIN 'S MAN swings at WILL , THOMAS cries out , someone else slashes the stage hangings bringing down the drapes , and in a moment the ADMIRAL 'S MEN and the CHAMBERLAIN 'S MEN , using their much rehearsed skills , are brawling with weapons and fist , using everything short of unbuttoned rapiers . CRAB , the dog , is yapping and snapping at any legs he can reach . HENSLOWE , a little slow to catch up on the situation , checks the page in his hand . FENNYMAN , much slower to catch up , watches enthralled .But now HENSLOWE has worked out that these actors do n't belong , nor does the scene . he enters the fray , but his interest is protecting his property . Big burly RALPH is using a couple of unlit torches as weapons ; he breaks one of them over an enemy 's back and HENSLOWE turns on RALPHVIOLA is doing well enough , tripping up an enemy with a well - judged stave , and then using it to deflect a blow aimed at WILLThen he is smashed over the head . He falls off the stage taking VIOLA with him . Under the stage is a space -LRB- known as Hell -RRB- and WILL shoves VIOLA into this space .He gets back onto the stage , where the goings on are worthy of the Four Musketeers and Robin Hood combined , with SAM GOSSE , dressed as `` JULIET , '' fighting with the best of them . There is a stack of cushions , stored for the expensive seats , and as the stack s knocked over , NED ALLEYN and others grab cushions to use as shields . Soon cushions are being ripped , and the air is full of flying feathers . The trap door in the stage opens , VIOLA 'S head pops up . She looks around and , surrounded by milling legs and floating feathers , a boot catches her sideways and half knocks her wig off . In danger of having her cover blown , she ducks down again , leaving the trap open just nicely for Will to plummet down it .

... - Why the devil came you between us? I was hurt under your arms.''

They embrace and kiss . In a moment they are in a world of their own .

The battle rages . FENNYMAN , alone now in the auditorium , continues to watch entranced . It 's the greatest show he 's ever seen . HENSLOWE is desperately trying to rescue odd props that have been seconded to the fight . Someone picks up a tree that is to be used in Romeo . HENSLOWE yells .FENNYMAN notices this , and it rings a distant bell . He looks around the realises that some of these faces are unfamiliar . The tree comes crashing down on RALPH 'S head . FENNYMAN looks at HENSLOWE .He collapses on to a broken bench . FENNYMAN comes over to him , grabs the script pages from his pocket , and consults them to confirm what he has now begun to suspect : that this scene is not in them .LAMBERT has been sleeping peacefully through this , but wakes to his master 's call .HENSLOWE attempts to intervene .And he delivers a telling blow to a passing CHAMBERLAIN 'S MAN , who wheels off the stage . LAMBERT meanwhile is making short work of the rest of the opposition , receiving help with the thorny business of identification from SAM . Stray members of the CHAMBERLAIN 'S MEN are running from the theatre , as BURBAGE , fighting a heroic last stand , is tipped backwards by FENNYMAN off the stage and into a bucket of swill . A PAUSE . Then NED starts applauding . The others , weary from fighting , start applauding too , from all levels of the theatre . FENNYMAN looks around , starting to beam , as a din of encores and bravos engulf him . A star !

The victorious army of actors bursts into the brothel , FENNYMAN at their head . He owns the brothel . The place is already crowded with WHORES and CUSTOMERS . It 's a party .WILL sits her down in THE COMPANY and takes the chair next to her A PRETTY WHORE immediately sits on WILL 'S knee and kisses him .VIOLA furiously pulls the PRETTY WHORE off WILL 'S lap .Glasses are shoved into their hands . Everyone has a glass . Except RALPHThe PRETTY WHORE has turned her attention to SAM . SAM looks uncomfortableFENNYMAN shouts a toast .Everybody drinks . VIOLA drinks too . She decides too . She decides to enjoy it . She bangs down her glass .WILL toasts with her . He sees that she feels one of THE COMPANY .

Oh, he's a pretty one! Tell me your story while I tickle your fancy!

A figure is running desperately through the streets . He comes into the square and runs towards the Rose .

Half THE COMPANY are singing . NOL and a WHORE are tumbling down the stairs together . He is without his trousers . An awful lot of drink has gone down .VIOLA , bright eyed , is banging her glass on the table in time to a song which is being drunkenly delivered by a barbershop quartet of actors . FENNYMAN reels into VIOLA .In his general enthusiasm , he embraces the next man , who is RALPH , stone cold sober .FENNYMAN , beside himself , shouts for silence , announcingThat goes down every well with the entire COMPANY ... except for VIOLA and WILL . He looks at her , helplessly , then makes as if to say something . VIOLA ducks away from him and blunders blindly out of the street door , in tears . VIOLA passes PETER who is coming in from the street . WILL , attempting to follow VIOLA , is grabbed round the shoulders by PETER ... who , we now see , is in a highly emotional state . WILL tries to fight him off but PETER has the strength of the news he brings .He brings the room to silence .There are general gasps and cries for information .No one is more affected than WILL . This second blow is worse than the first . He stands horror - stricken .

WILL comes staggering out into the street .He falls into a stagnant puddle , a deep gutter of water and garbage . He gets up and staggers on .

This is where WILL has come . The church is empty , but for the demented , grieving figure of SHAKESPEARE , kneeling , praying , weeping , banging his head , in his private purgatory , dimly lit by tallow candles , gazed upon by effigies of the dead and images of his Redeemer . He is wet , bedraggled , weeds and leaves in his hair .

A lovely sunny morning . The church bells are ringing . VIOLA and the NURSE , mounted , approach . VIOLA rides sidesaddle on a beautiful horse , and is followed , rather like Quixote by Sancho , by the NURSE on a less impressive animal . Riding in the opposite direction , is WESSEX . And what a happy day it is . He sings and hums to himself merrily . Here is a man who has heard wonderful news . He sees VIOLA and greets her merrily .VIOLA almost faints . The NURSE steadies her .VIOLA gives a silent cry . The NURSE is speaking to her in distress .

The NURSE is holding VIOLA up as they enter the church . VIOLA seems catatonic . The NURSE lowers her onto a seat and sits down next to her . As they sit , the CHOIR enters singing . WESSEX , who is sitting in the next pew , looks about him with interest . He has n't been in a church for years . What he sees turns him to jelly . He sees WILL SHAKESPEARE . ANGLE on WILL . WILL is a spectral , bedraggled figure , backlit by a great shaft of light , he would look like a ghost at the best of times , and this is the worst . Bleeding from where he has banged his head , bedraggled and ravaged by the night , he stands in a side chapel staring at WESSEX . WESSEX gasps and sweats , and sees WILL raise a quivering accusatory finger at him . WESSEX cracks . He starts to mumble .Now VIOLA sees WILL . She is still paralysed , and seems at first unable to take him in . She watches with detachment as WESSEX starts to back out of the church , finally running in terror .The CHOIR continues to sing , but the scream brings VIOLA to her senses and she runs to a side door where WILL is leaving .

Outside , VIOLA sees WILL , staggering away from the church . She calls his name .He does not answer . She runs after him .She claps him to her . They told each other for a moment then WILL pulls back .

VIOLA 'S horse grazes . WILL lies on his back , still sobered and full of guilt . VIOLA sits on the grass among the buttercups and looks down at him . VIOLA is plaiting a finger - ring from stems of grass . She has not yet revealed her feelings .WILL turns to look at her .They kiss again , passionately .And as their desperate kisses turn into lovemaking we cut to :

He is on the stage of the Rose . The entire COMPANY is assembled , HENSLOWE and FENNYMAN included , holding pages of manuscript , which they are sharing together , examining the separated pages , passing pages to each other , etc. . WILL 'S mood is intense and focused .THE COMPANY murmurs approval .HENSLOWE is fascinated and appalled .PAUSE . WILL is staring at VIOLAWILL is still staring at VIOLA . Aware , suddenly , of the others watching , she breaks his gaze and drops her head . WILL looks at NED .

WILL and VIOLA . VIOLA dressed as THOMAS . He has present for her - a neatly written manuscript of his play , on sheets folded to octavo size .She wants to accept the present with joy , but something in his mood restrains her .He turns the pages and shows her .The words of the scene become WILL 'S and VIOLA 'S , their way of saying the farewells they can not utter .

But the scene is continuing with VIOLA dressed as `` THOMAS . '' Somewhere behind and up above the stage , in a deserted corner among rigging , bits of scenery , etc. , they speak the lines and we hardly know ourselves whether it is rehearsal or lovemaking . But after a few moments it is definitely lovemaking . Their clothes start coming away , their words interrupted by kisses .By now , her loosened bosom - bandage has been pulled away and WILL passionately embraces her nakedness . And into this heaving composition comes a little white mouse , unseen my them , climbing through a knot hole in the planking behind VIOLA 'S head . An adjacent knot hole reveals a human eye and we do not need to be told it is JOHN WEBSTER 'S . WEBSTER takes his eye away from the peephole , and frowns , thinking it out .

A man is pacing up and down , in a sort of agony . He is muttering . He is glancing at a sheet of paper . He is FENNYMAN rehearsing the important role of the Apothecary , for which he has a special voice .`` Put this in any liquid thing you will And ... '' - something He has dried up . He curses - the terror and despair .He is so wrapped up in all this that he simply does not notice when WESSEX rides up to the main entrance dismounts and walks inside .

Onstage , the rehearsal continues . WESSEX strides in . Among the audience are HENSLOWE , a few actors ... and JOHN WEBSTER ... who sees WESSEX and jumps up and goes to him .WESSEX knocks him aside and continues .Everything stops .WILL draws his sword .VIOLA reacts . She almost gives herself away . But the fight has started . WESSEX slashes at WILL . WILL knows how to fight . He parries and thrusts . WESSEX is surprised . The fight goes fast and furious around the stage , until WILL thrusts accurately at WESSEX 'S chest ... and would have killed him but for the button on his sword - point . WESSEX grapples with him , and now it becomes a parody of the Hamlet duel ; WESSEX 'S unbuttoned sword falls to the ground , WILL puts his foot on it , tosses WESSEX his own safe sword , picks up Wessex 's sword and continues the fight until he has WESSEX at his mercy . WILL has fought with a passionate rage that has everybody staring at him . Now the look in his eyes is merciless .NED ALLEYN comes forward looking worried and dubious .WILL steps back , and sinks to his knees . His relief could not be greater .WESSEX gets to his feet . TILNEY enters the auditorium from the public entrance .WESSEX storms out past the bewildered TILNEY .THE COMPANY of actors are dumbstruck . None more than VIOLA .TILNEY is unstoppable . He jumps on the stage ... and seizes SAM GOSSE . Before WEBSTER or anyone can intervene , TILNEY pulls up his skirt , ignoring SAM 'S rather gutteral yell of protest and pulls down SAM 'S drawers . TILNEY 'S face is a study . So is everybody else 's . WEBSTER rolls his eyes -LRB- oh , these stupid grown - ups ! -RRB- and deftly throws one of his mice onto `` ROMEO 'S '' hair . VIOLA gives a shrill scream , the startled mouse descends her neck via VIOLA 'S ear , and seeks an entry into her collar . By which time VIOLA has gone berserk and torn off her wig . Her hair is pinned up but there is no question her gender . WILL is paralysed . VIOLA gives him a look of terrible despair and apology .By now the scene is playing to a crowded theatre , or so it seems .SAM has picked himself up , and his drawers .Everybody looks at WILL , who stares at VIOLA , helpless .TILNEY turns on his heel and leaves in triumph . THE COMPANY is still polaxed .WILL shakes his head . This can not be the end . VIOLA walks away , leaving by the public entrance . They all let her go , watching her silently . As she passes WABASHAs she is leaving , WILL comes to life . He starts off towards her ... but his progress is halted by a sock to the jaw from NED ALLEYN . WILL falls down in the dust . FENNYMAN enters , still bent over his sheet of paper , mumbling his precious lines . When he reaches the groundlings yard , he finds to his surprise the whole COMPANY is standing about in attitudes of despair or worse . FENNYMAN looks around .

VIOLA , in her nightdress , is reading by candlelight . She is reading her private manuscript of Romeo and Juliet ... and rereading . Next to her is a tray of covered dishes . the NURSE enters and looks at her sympathetically . She lifts the tray . She realises it is heavy . She puts it down and raises the covers and sees that VIOLA has eaten nothing . She looks at VIOLA 'S tears , but there is nothing to be said .

They are all there - the ADMIRAL 'S MEN , including WILL and HENSLOWE , drowning their sorrows . Everyone is drunk . FENNYMAN is also there , taking the disaster somewhat selfishly .He hands a flask to RALPH who is in a similar mood .RALPH contemplates the flask , and , since he 's not working , takes a swig . A moment later , he keels over , rigid as a pole . The street door crashes open . BURBAGE enters . Behind him enter a solid wedge of the CHAMBERLAIN 'S MEN , sober - faced , several with black eyes and bandages round their heads .LAMBERT , FENNYMAN 'S henchman and killer , puts down his tankard and comes forward , casually kicking chairs and tables out of his way .LAMBERT reaches up to the wall over the bar and takes down once of the ceremonial weapons hanging there - a battle - axe . But BURBAGE has flintlock pistol stuck into his sash . BURBAGE draws and the pistol roars , shooting flame , LAMBERT curses , drops the axe , nurses his wounded hand . BURBAGE puts the pistol back into his sash . NED ALLEYN is half - drunk at a table . He staggers to his feet . He faces BURBAGE .

A strong wind is blowing through the trees . A BOY with a paste - pot and a bundle of flyers , is having trouble pasting a flyer on the wall of the building . A gust of wind scatters the bundle and sends a couple of dozen flyers flying into the sky . The BOY with the paste - pot runs around , trying to recover those he can . We look at the poster . It saysWILL comes out of the theatre , and passes the poster . He walks on without looking at it . A voice calls after him :WILL does not turn to look at him .WILL carries on walking .

MR. BURBAGE A HUGH FENNYMAN PRODUCTION OF MR. HENSLOWE'S PRESENTATION OF THE ADMIRAL'S MEN IN PERFORMANCE OF THE EXCELLENT AND LAMENTABLE TRAGEDY OF ROMEO AND JULIET with Mr. Fennyman as the Apothecary

The NURSE is helping VIOLA to dress - in a wedding dress . The NURSE is in tears . VIOLA submits to the task impassively .

WESSEX , dressed to be a bridegroom is concluding his negotiations with DE LESSEPS , while LADY DE LESSEPS weeps . DE LESSEPS is signing papers . There is a money chest , too .DE LESSEPS sighs and unlocks his money chest . WESSEX places his empty purse on the desk .VIOLA has appeared at the top of the stairs with the NURSE .

And you are gaining five thousand pounds, my lord... by these drafts in my hand.

WILL is running across the grass towards the house . As he crosses the bridge over the moat , a carriage bears down on him , and he has to flatten himself against the wall of the gatehouse as the carriage passes , taking WESSEX and his bride to church . WILL 'S face , as he watches the carriage disappear . Distant bells begin to peal

The bells announce the completion of the marriage - as WESSEX and the new LADY WESSEX leave the church . VIOLA 'S veil is flying in the wind , and beneath it we can just see VIOLA 'S unhappy face . The DE LESSEPS FAMILY entourage is applauding . WESSEX beams with satisfaction . Suddenly the sky and the wind deliver a message - a flyer from the Curtain slaps against WESSEX 'S face . He claws at it and tries to throw it away . The wind delivers it to VIOLA 'S bosom . She takes it up and reads it . And passes it to the NURSE . WESSEX descends the steps to where the curtained carriage awaits the bride and groom . He gallantly holds the door for VIOLA to enter . She climbs aboard . WESSEX makes to follow her .The NURSE grasps him in a moving embrace , to WESSEX 'S discomfort .He tries to disengage . She wo n't have it .After a couple of further attempts , WESSEX extricates himself .WESSEX pulls aside the curtain and gets in .

It takes a moment for WESSEX to realise he is alone in there . He looks around but VIOLA has fled .

Hundreds of people are converging on the theatre . Among them is the Puritan MAKEPEACE , vainly exhorting the crowds to run away from sinBut MAKEPEACE is being carried inexorably through the main doors of the theatre .

The ADMIRAL 'S MEN are all in costume , and are in a buzz of nervous excitement . ALLEYN , dressed for `` MERCUTIO , '' is giving last minute instructions to PETER . JAMES and JOHN HEMMINGS are arguing about the timing of their entrance . FENNYMAN in his apothecary 's cap is agonising over his lines . WABASH is stuttering over his . Alone in his dejection in the midst of all this , is WILL , dressed forWILL nods , miserable . SAM has found a private corner . He is gargling into a basin . He looks worried and furtive .

Word has got around . Even rich people are coming . They arrive by carriage and by palanquin . Some of them are cloaked and hooded , slumming incognito . A cannon booms from the Curtain . The flag of the ADMIRAL 'S MEN flutters above .

The auditorium is now packed . Among them , sheepish , is MAKEPEACE .

Everything is ready . NED signals the musicians . Trumpets and drums sound . The house falls silent .

WABASH seems to be important at the beginning . We have never been told what part he plays . He is still muttering lines and stuttering them .WILL listens to him in agony . He finds HENSLOWE next to him .And off we go . HENSLOWE claps WABASH on the shoulder and sends him through the curtain . ANGLE on WABASH

From ancient grudge break to new mutiny, Where civil blood makes civil hands unclean. From forth the fatal loins of these two foes A pair of star - cross'd lovers take their life, Whose misadventured piteous overthrows Doth with their death bury their parents' strife...''

WABASH launches himself into a perfect audacious delivery like a star .

HEMMINGS BROTHERS are ready to go on as `` SAMPSON '' and `` GROCERY , '' Act I Scene I . They shake hands . Beyond the curtain , the audience applauds the Prologue as WABASH comes through the curtain backstage .The HEMMINGS BROTHERS enter the arena and the play begins . POV : from THE WINGS :HENSLOWE has been overhearing .And he makes his way towards the front of the house .

`` No, for then we should be colliers.'' WILL looks as if he would rather be dead. SAM GOSSE approaches WILL, nervously.

VIOLA and the NURSE are arriving , and looking for a seat in the gallery . BURBAGE and his MEN are standing at the back , behind the people seated in the gallery . The first scene of the play is continuingBURBAGE finds HENSLOWE plucking agitatedly at his sleeve .They are standing behind the back row of the gallery seats . The spectator in front of them is the NURSE . She turns round and shushes HENSLOWE up .Their whispers are causing black looks and hushing noises from the neighbours . HENSLOWE pulls VIOLA from her seat , luckily an aisle seat .HENSLOWE and BURBAGE look at each other . CUT TO :

SAM who gathers himself , to make his entrance , quietly and horribly practising `` How now , who calls ? ''The author and star , WILL SHAKESPEARE , has his back to the stage , his hands over his ears . He is cowering in dread anticipation .As SAM is about to enter HENSLOWE 'S hand yanks him by the collar , and VIOLA overtakes him and steps on stage . Enter `` JULIET . '' VIOLA is not wearing the been hidden from us by her cloak .

Love, lord, ay husband, friend, I must hear from thee every day in the hour, For in a minute there are many days. O, by this count I shall be much in years Ere I again behold my Romeo...''

`` O think ` st thou we shall ever meet again...? Methinks I see thee, now thou art so low, As one dead in the bottom of a tomb. Either my eyesight fails, or thou lookest pale.''

`` What here? A cup clos'd in my true love's hand? Poison, I see, hath been his timeless end.''

There is a collective gasp . Nobody has ever seen a BOY PLAYER like this .

WILL takes his hands from his ears , and turns round in amazement at the sound of VIOLA 'S voice .

WESSEX has just arrived in the auditorium and jumps as if he has been shot . He seems about to intervene , but looking around at the rapt faces he realises he can not .

FENNYMAN , oblivious to the drama , is practising his lines in a fever of nervousness .

Swordplay . An amazing performance that holds the audience spellbound . `` TYBALT '' kills `` MERCUTIO . ''A roll of thunder . Over the heads of the audience , far above the thatched roof of the theatre , clouds are gathering in the sky . On stage `` MERCUTIO '' is in ` ROMEO 'S '' arms , but the tone of the playing is unlike anything we have seen before : without bombast , intense and real . And the audience is quiet and attentive .

`` Trust me, love, in my eyes so do you. Dry sorrow drinks our blood. Adieu. Adieu''

`` Come hither, man. I see that thou art poor. Hold, there is forty ducats. Let me have A dram of poison -''

`` Eyes, look your last! Arms, take your last embrace! and lips, Oh you The doors of breath, seal with a righteous kiss A dateless bargain to engrossing death! Come, bitter conduct ; come, unsavory guide! Thou desparate pilot, now at once run on The dashing rocks thy seasick weary bark!''

In the semirural view towards the City of London , there can be discerned a gaggle of approaching MEN and three is something orderly about them . As they come closer , we see that they are a company of PIKE MEN , marching toward the theatre , led by the Master of the Revels , TILNEY . Thunder rolls .

Figures are running across the stage , in the panic that follows `` TYBALT '' death .

`` Romeo, away, be gone! The citizens are up and Tybalt slain. Stand not amazed. The prince will doom thee death If thou art taken. Hence, be gone away!''

WILL has just ` killed ' `` TYBALT . '' He is still breathless from fighting . he stands face to face with VIOLA .They stare at each other , transfixed .PAUSE . She can not answer .

We can not tell whether this is the play or their life . The audience , and the rest of the world , might as well not exist . WILL turn from her and begins to descend from the ` balcony . 'WILL stops .WILL as `` ROMEO '' seems unable to speak . Then he says :All other sounds drain away , and time seems to stop .

`` No warmth, no breath shall testify thou livest And in this borrow'd likeness of shrunk death Thou shall continue two and forty hours And then awake as from a pleasant sleep...''

It 's FENNYMAN 'S moment . The `` APOTHECARY '' and `` ROMEO . ''FENNYMAN has cut in several lines early , but his conviction is astonishing .

`` Such mortal drugs I have but Mantua's law is death to any he that utters them!''

TILNEY , on the march . His hand grips a copy of the Curtain flyer .

`` JULIET '' lies `` dead . '' She lies on top of her tomb , `` lying in stage , '' her best dress , her hair done , her hands in prayer at her breast , her eyes closed . `` ROMEO '' has found her like this .As WILL embraces her , VIOLA 'S eyes flicker open -LRB- shielded by WILL from the audience -RRB- and the lovers look at each other for a moment as WILL and VIOLA rather than as `` ROMEO '' and `` JULIET . '' Their eyes are wet with tears .

We see that in the audience are several of the WHORES we recognise from the brothel . They are weeping openly .

`` JULIET '' wakes up with a start .I do remember well where I should be , And there I am . Where is my Romeo ? ''

`` JULIET '' takes `` ROMEO 'S '' dagger .This is thy sheath . There rust , and let me die . '' She stabs herself and dies . The `` inner curtain '' closes over the tomb .

HIGH ANGLE on audience and stage . `` THE PRINCE '' played by WABASH is having the last word .The end . There is complete silence . The ACTORS are worried . But then the audience goes mad with applause .

`` For never was a story of more woe Than this of Juliet and her Romeo.''

The inner curtain opens , but WILL and VIOLA , are in a play of their own ... embracing and kissing passionately , making their own farewell . HENSLOWE is too stunned and moved to react at first . Then he looks at the audience and the penny drops . It 's a hit .

The audience roars . WILL , VIOLA , and THE COMPANY come forward to meet the applause . TILNEY and his MEN burst in . TILNEY jumps up onto the stage , where the ADMIRAL 'S MEN are taking their bows . TILNEY 'S `` COPS '' ring the stage , facing inwards .The AUDIENCE goes quiet . BURBAGE jumps out of the audience onto the stage .TILNEY is at a loss but only for a moment .The entire audience and the actors , recoil and gasp . The NURSE crosses herself .He points at VIOLA , brazening it out without much chance .And an authoritative voice from the audience interrupts him .It is QUEEN ELIZABETH herself , descending now , her hood and cloak thrown back . She is an awesome sight . A shaft of sunlight hits her .There is a general parting of the waves , soldiers and actors , a general backing off and bowing as QUEEN ELIZABETH takes the limelight .VIOLA comes forward , and is about to curtsey when she catches the QUEEN 'S eye , an arresting eye , which arrests the curtsey and turns it into a sweeping bow .The voice belongs to JOHN WEBSTER . He points firmly at a figure in the audience , WESSEX , trying to look inconspicuous .The QUEEN fixes WILL with a beady eye .

A gaggle of the QUEEN 'S favoured courtiers wait by her carriage . WESSEX is hurrying down the exterior staircase as the QUEEN emerges from the theatre . During the following a general egress from the Auditorium is taking place , including some of the actors crowding to see her off . WESSEX bows out of breath .VIOLA has come out of the theatre , amongst some of the other players . The QUEEN catches her eye .The QUEEN proceeds towards her carriage . There is an enormous puddle between her and her carriage . The QUEEN hesitates for a fraction and then marches through the puddle as cloaks descend upon it .She splashes her way into her carriage , which departs .

VIOLA nods , heartbroken too . For a long moment they can not say anything to each other . The she holds up Wessex 's purse .WILL looks at her .Pause . They look at each other . Suddenly the conversation seems to be about them .WILL half smiles . Then he 's serious . They look deeply at each other ... and rush into each other 's arm .She kisses him with finality . Then turns and runs from him . WILL watches as she goes .

A blank page . A hand is writing : TWELFTH NIGHT . We see WILL sitting at his table .

WILL looks up from the table .He looks down at the paper , and writes : `` Viola '' Then : `` What country friends is this ? ''

DISSOLVE slowly to VIOLA , walking away up the beach towards her brave new world . THE END

NOTE : THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS . THEY HAVE BEEN REMOVED FROM THIS SOFT COPY . Wilson 's first impression of Los Angeles was blue . He was in the sky at the time , so it was a curious reversal , looking down rather than up at the color he had always felt was nature 's finest . Swimming pools . Hundreds of them . Pockmarking the landscape like miniature lakes . A flat landscape of straight streets and square blocks and sparse grass that did n't look quite green enough . As far as Wilson could remember , he had only ever seen seven or eight swimming pools in his entire life and they had been public ones . Here everyone had their own . Marvellous . There was the one at the Butlin 's holiday camp where he had enjoyed his last legitimate employment - as driver of a tour bus . And there was the one at Crystal Palace he had gone to once or twice when he was younger . He was most familiar , though , with the Chelsea Baths as he had lived for some time in a flat nearby in what he now thought of as his good years - before he 'd gone grey , went to prison , and found himself in a plane over a foreign town arriving to avenge the death of his daughter . WHOOSH ! The sound of automatic doors opening and -

WILSON steps out into the late sunlight and the heat of the day . A slow - motion moment while he gets acclimatized . He would n't have ever felt quite this kind of heat before . After such a rigorously air - conditioned interior . Or seen cops wearing guns on their belts . Or black cops , for that matter , with guns on their belts . Or seen people as fat as Americans on their home turf . Things someone from England notices immediately , whether consciously at first or not . CUT .

Wilson 's not here for comfort . Shown to a shitty room , round the corner of a typical 2nd - level outside walkway . Airport close by .

He draws a curtain open across a window in one strong easy glide . His moves are neat . His expressions just as economical , not giving much away . Outside the planes are practically on top of us . The sunset colors strange and chemical . He 's only got one light bag . Unzips , unpacks a few things . Change of clothes , a travel kit , and some familiar items -LRB- shaving foam/toothpaste/deodorant -RCB- bearing unfamiliar British brand names . Goes into the bathroom . Turns on the shower in there . Comes back to sit on the bed . Takes an envelope out of his jacket . ENVELOPE Turns it over to see the return address on the back . CUT .

Wilson in the back . Stares at the impenetrable name on the driver 's posted ID . Glances at the driver . DRIVER glances back at his quiet passenger in the rearview mirror . CUT .

Wilson walks up a cracked little path to the front door . Lower middle - class street . Two cars in the driveway , one behind the other . Lights on inside the house - as he rings the bell . ED RAMA Answers it . Hispanic . Late 30 's . Chairman Mao on his T - shirt notwithstanding , an easygoing sort of fellow . Not looking for any trouble - anymore . But once did , and able to handle himself if any shows up . Which it has .He turns , waves away the taxi he 's kept waiting . While Eduardo Rama waits for an introduction .Accent speaks for itself . Hard , working - class .Knows the name . But just now it 's unexpected . He 's holding a hot TV dinner , hand protected by a dish towel .CUT .

No, but between the lines, eh? Mysterious circumstances, and that.

Near on ten years, was n't it? Long enough to know her way about, I reckon.

I think you did n't get that lot in the Navy, doing your National Service.

Nick's a nick, n' it? No matter what state you're in. State of remorse, most likely - for gettin' caught.

Thought perhaps there'd be dispensing machines, you know. Bung in your coins, come out with a.44 Magnum, fully - loaded.

Sod that. Got ta get back before my probation officer wonders where I've skived off to.

Which is why I thought, save some time, get what I need under the table, like.

Trouble is, I'm not at home, see. Fancied a bit of target shooting, y' know, while I'm here - with me mate.

Only, we saw there was a show on, thought I might pick something up for a price, type of thing.

Do n't have time for a lot of paperwork, y' know. Just popped over on a quick visit.

I mean, it's already a steal, n'it - what you said - four hundred for this one?

It's only insurance. Ca n't be too careful. This Terry Valentine, he's probably a wonderful fella. They were together how long?

Hang about. I thought you said he come into the restaurant where you worked with Jenny.

Sewing mailbags? Me? Never did an honest day's work in my life, dear. Was n't about to start when I was in stir - not with all that leisure time on my hands.

Hardly buried. Earning interest, love. Earning interest in an offshore account. Tidy little premium per annum, that.

No, I went in for more improving pastimes. Philosophy classes, language courses, European history, all that lark. Did you know that in Paris in the Eighteenth Century there were more rats in people's houses than there were people in people's houses.

When you've lost as many years as I have, love, puts things in perspective, know what I mean.

I ca n't believe Jenny told you all that. About me. She was always so embarrassed.

Central School of Speech and Drama. It's no doddle gettin' in there, y' know. At seventeen. They offered her a place at RADA n' all, only she'd've had to wait till the next session and she was always in hurry to get on, was Jenny. She could talk posh without any training, when she was knee - high to a grasshopper.

No, I had - some other matters to attend to, you know. Getting a car sorted.

Well, I reckoned, Saturday night, if you were goin' out, you'd probably have to come home first.

Well, do n't suppose she did, really, most of her life. On her own after her mum died. Aunts and uncles for a time - and then the bright lights beckoned.

Nah, we split up when Jenny was six. Her second husband done a runner after she got sick. They give me compassionate leave from Parkhurst to go visit her in hospital. We were always mates, me and Jenny's mum. I like to think they're together again now. Y' know. Heavenly choir.

Well, you got ta have something permanent, do n'tcha. Even if it's a hole in the wall. No matter which jug I might be transferred to, I always got someone on the out checks up on it for me, see. Anything I need to know, comes round on visitor's day - word in my ear.

I already knew. Knew beforehand. When was it supposed to have happened? - two o'clock in the morning, Eddie said.

Eight hours difference between here and London. Would've been, what, ten in the morning, my time. I was just coming out on the yard. Now, I was in the habit of saving my newspaper till then. Bit of fresh air, stretch me legs - well, stretch the day out, really, that's what you wan na do. And I'll tell ya : I could n't open the paper. Could not pry the pages apart - it was like they was glued together. That's how weak my hands went. Thought I was having heart attack, only I knew I was n't. Bloke come up to me, he says, Dave, he says, you've gone all white. I said, fuck me, I've been in prison half my life, what d'ya expect. But he was dead on,'cause I could feel the blood drain right out of me head. And I knew.

Well, I gathered something from the article what Eddie sent me. Some sort of pop music producer, was n't it.

Now, you should n't run yourself down. My employer, Mr. Lindgren -

Anyhow, he's always saying to me, Dave, never run yourself down, son -'cause there'll always be plenty of people willing to do it for you.

What'd you want me to do. Stay at home, twiddlin' me thumbs. Doing sweet F.A.

They look a right load of wallies. Patrolling back and forth outside the gate, all ponced up like the fuckin' Household Cavalry.

Valets. What d'ya mean valets. What is he, then, the Earl of fucking Doncaster?

Dubonnet with a twist? Baby sham? Tomato juice and Tabasco sauce?

Why do n't you go nick one of those little cooker what's its warming up the sausages cocktail and meet me in the garage. Look about for a toolbox while you're at it.

Oh, I think a shake - up was in order. Definitely. Otherwise, people get lazy, do n't they? Forgetful. Start thinking they can get away with things. Got ta shake'em up now and again, make'em pay attention.

How did you come to have my address? Found it, did you. Among her things.

A jeweller's up the West End. We tunnelled our way under the shop floor from the public lavatory down the road. Filthy work. Trouble was, the bloody thing collapsed - after we'd made the grab,'n all. Would you Adam n' Eve it.

We were lucky to be nicked. Me and the lads went down there Sunday evening, we were n't discovered till the Monday. Good job we were still breathing.

I'll tell ya something : it made me a model prisoner. Put me right off any escape attempts. Tunnel my way to freedom after that experience? Not bloody likely.

Me mate introduced me to a woman up the street. Funnily enough, she was married to a milkman. Straight up. I said, `` Good is she? Been around?'' He said, `` Good? Listen, mush, it's not that she's been around, it's that she's been around hell of a long time.''

Nah - she was married to me grandad - he was as bent as a boomerang - used to make knuckle - dusters down the shop. Crafty old sod.

Dropped dead in the stalls in the Odeon, Muswell Hill. Watching Doris Day.

Good luck to him. He could n't find his prick if he did n't wear Y - fronts.

Do us a favor. Ca n't even go have a slash without'em saying, what're you going in there for?

Last time might as well've been the first. I remember all the times, do n't I. Watching her grow up -.

Well, she twigged by the time she was eight or nine that daddy was n't in the Royal Marines or doing scientific research in the jungles of Borneo or playing Iago in a worldwide tour of OTHELLO.

Little kid. Ten year old. `` If you're naughty, Dad, I'll tell on ya.'' She did n't want me sent down again, see. When I was planning some job. `` I'll tell'em, Dad, I promise I will. Here, look, I'm calling the Old Bill right now'' - picking up the telephone. I can see her, the phone in her hand. Became a sort of joke between us. Only it was n't a joke.

I know that. But as time went on. well, it was n't a joke, was it? She had a feeling about it - about the last job - how long I'd get the hook for. Said she would n't be there this time when I got out.

How's it going, squire, all right? Now listen - when I was in the nick - second time, it was - no, third. Third stretch, yeah. There was this screw had it in for me. That geezer was top of my list. Two years after I was slung, I saw him. He was sitting on a bench in Holland Park. There was no one else about. I coulda gone up behind him and snapped his fucking neck. But I left it. Coulda nobbled him, but I did n't. ` Cos what I thought I wanted was n't what I wanted. What I thought I was thinking about was something else. This berk on the bench was n't worth my time. See what I mean? It did n't matter. It meant sod all in the end.

Look, mush, you're the guv ` nor here, I can see that, I'm on your manor now, right. So there's no need to get out of your pram. I'm Johnny - come - lately to all this. Whatever the bollocks between you and this slag Valentine, it's got nothing to do with me. I do n't wan na know.

I can well believe it. I'm sure he has done, son. He's about as straight as a dog's hind leg.

Your guess is as good as mine, mate. I'm here on another matter entirely.

Good job your lot showed up when they did or it would've been me for the high jump.

I can see how all this import - export malarkey might give rise to confusion where I'm concerned. A foreigner, showing up unexpectedly, like.

No, I can reassure you on that point. Valentine was just as surprised by that turn of events as you.

You should n't go back to your place. Not till. this is resolved.

Yeah, I suppose. Call'em that, yeah. Down the boozer Saturday night. Meet some of the lads.

You ca n't count on very many people, that's the trouble. Number of times a decent job's been cocked up.

The lot. The whole British bloody Post Office. I had a brilliant plan - all worked out - work of genius, it was. Could I get anybody interested? No - they're too busy pinching orange squash from the milkman. Lazy sods. Jumble sale on in Watford, they'll be up at the crack of dawn.

About the deal. Whatever fucking deal you had to kill my daughter for when she found out about it, you bastard.

Yeah. Another little matter needs attending to soon as I return.

Well, time off for good behavior, you know. I should n't have even been there - it was these other blokes who shoulda gone in my place. I got lumbered with the job they were responsible for. I do n't mind pulling me own cart, but not someone else's, know what I mean.

I had to, did n't I. Nothing else for it. Then just when I'd finished my nine years - my contract - wallop, I had to bugger off to the States.

But first I got ta give these lads a talking to, these geezers what sent me up the river, in a manner of speaking.

I did n't even know who I was writing to - just someone with the same last name. She never talked about any family.

I never said nothin' about nothin' like that. No, no, no. That's not what I wrote to you.

Look, I sent you that newspaper clipping, all right? I told you what I know. It was an accident. I did n't say anything about anybody being `` snuffed.''

I dunno. What's he gon na say? They had a fight that night, she drove away, she was upset? I do n't even know the guy. Do n't get me wrong, Jenny and me were friends, but we did n't travel in the same social circles. She had her life, I had mine.

Valentine came into the restaurant where I work with Jenny a couple times. He's a money guy. Jenny would say, hey, here's my friend Eddie and he would shake my hand and everything, but he would n't even see me, you know what I mean.

There was an investigation, okay? The car was totalled. Jennifer was. Her neck was broken. On impact, they said. So she would n't have. felt the effects of the fire.

I'm just sayin' - it was a steep hillside. There was no moon that night.

Coulda happened to anyone, man. I never knew her to be reckless. I mean, sure, she would smoke a little grass, or something, have a few drinks. But that's it, nothing more than that.

I knew when I was droppin' that letter into the mail slot it was gon na come back and smack me in the face.

I did my time, okay? My sister, her ol' man's up in Chino right now doin' eight years.

You kiddin', man? I do n't need a wife and screamin' kids. I still got my youth.

I go to work, try to keep my life together, put all that shit behind me, man. What d'you want from me.

Couple weeks before she died, Jennifer asked me to drive her downtown. Said she was meeting - her boyfriend - Valentine. But I think she was looking for him.

That's what I thought, man. But it was not a hotel or nothin' that we went to. It was someplace else.

Bad place, man. Bad people. Some guys loading some trucks. Some kinda deal goin' down.

I do n't know and I do n't care. Maybe they're shipping fava beans to Eskimos.

Valentine was n't even there. If he was into something, if she was involved - who can say.

But I'll tell you something. She stood in front of these dudes, man. Eyeballing them. Checking them out.

He was standing outside waiting for her. That's the only other time I ever saw him.

Those streets up in the hills, man. Got ta be real careful, keep your eye on the ball. Two o'clock in the morning, it's dark, your mind is all agitated, you're drivin' a little too fast.

I thought someone should say something. To someone. With me it was, I do n't know - Jenny liked me for some reason. I felt like I owed her.

I already told you, man. Corcoran. Know what that is? State prison.

But that's not me anymore. That's when I was into the gang lifestyle. That's not who I am now. Five years in the joint - that's it for me, man.

Are you a resident of California? You gon na fill out forms, man? Do the background check? Go through a three - day waiting period?

Probation? Man, you crazy. They should n't've let you outta your country, much less prison.

You hadda show up on a weekend. This weekend. Would n't've even been a gun show. for another month.

Now what. You gon na take your new arsenal, go visit Terry Valentine, just like that? Boom bam boom.

Jenny told me she met him at the beach. Got blinded by his smile.

You believe that shit? Son of a bitch never smiled at me. Buried her at a `` private'' service. Private for who. Him?

He came in with Jenny to the restaurant where I work. That's not where they met.

No, no - Jenny used to work as a waitress. Before she met him. But that's not where she met me. Not in my restaurant.

If you could afford a house like this you would buy a house like this.

You think a fuckin' guy like that ever will? What more do you want, man?

Last time I saw you, were n't you up for some equity - waiver thing?

I was gon na be in that Michael Mann movie, you know - with Pacino and DeNiro. Got three callbacks.

Ed takes Wilson inside .They 've entered a cauldron of family life . TV blaring -LRB- SHOWBIZ TONIGHT ! -RRB- . A couple of younger KIDS yelling `` Mama '' . Their MOTHER shouting back at them from the kitchen -LRB- in Spanish -RRB- that she only has two hands . A sullen TEENAGER walking by .Ed opens a screen door to the backyard .

They sit at an outdoor table . Wilson with a TV dinner in front of him now too . Sounds from inside MUTED . Even this little house has a little pool .Ed surprised at Wilson 's directness . Ed stands nervously .And paces back and forth .Ed stops pacing .Beat .Makes a kind of scoffing gesture : and you can see what my life is .Wilson gazes up at the sky . Clear night . Stars .Ed leans down , palms on the tabletop , facing Wilson .Wilson taps out a cigarette from a pack of `` Silk Cut '' he 's produced from his pocket .Wilson 's quiet stillness is getting to him .Wilson notes the tattoos on Ed 's forearms .Ed looks at him . Sits down again . Keeping his forearms under the table .And yet - he lives here . Wilson declines to pursue the matter .Ed sighs . Reaches for one of Wilson 's cigarettes .ED AND JENNIFER . In a car , downtown . She has the same steely intensity as her father . Ed looks a little worried .JENNIFER . Talking to a beefy SUPERVISOR . Or talking at him . Either way , he is n't happy . MEAT PUPPETS . Watch instead of working . ED . Taking all this in .Unconsciously rubbing his arms where his tattoos are .VALENTINE . Standing in front of his house . His expression says : We have something to discuss .He meets Wilson 's gaze . As hard and pointed as a drill through his skull . CUT .

Ed drives Wilson back to his motel . Wilson silent . Ed still not quite sure who he 's dealing with . Is this really or merely a grieving dad ?Could be talking about the girl . Wilson does n't move . But touch him , he 'll explode . Out the window lights are passing , but no landmarks . He might as well be on the moon .Now Wilson drops the clanger .And Ed turns . Looks at Wilson . Fellow ex - con . CUT .

Wilson out of the car , shuts the passenger door . Ed on the other side , looks over the roof at him .Wilson has other plans .Makes his fingers like a gun . And a clicking sound .Ed throws up his hands , walks back to his driver 's side door .Walks round to come face to face with Ed once more .ED As if resigned and mulling the problem over :CUT .

Hundreds of tables . Under bright lights . Displaying every kind of firearm . Handguns , rifles , shotguns , parts to make machine guns . A weapons bazaar . WILSON AND ED Walking around . Even a cool customer like Wilson ca n't help but be impressed by America 's loving embrace of senseless mayhem . DEALERS Touting their wares . VISITORS Trying out pistol grips - or pushing baby carriages . Guys in fatigue jackets with toddlers on their shoulders . Women in stretch pants looking for a little something in personal protection . WILSON Does n't know where to look . At the booth featuring `` Classic Cowboy Collectibles '' - or the most OBESE COUPLE he 's ever seen who just walked by .and other anomalous oddball ANNOUNCEMENTS in the background as long as we 're here . DEMONSTRATION At a booth selling laser attachments .For purposes of display , a smiling YOUNG WOMAN is the `` target . '' WILSON Walking past , almost subliminally noting the Young Woman with the symbol of death on her . TABLE A .45 passed from a DEALER 's hand to Wilson 's .Wilson 's eyes glance up - but Ed asks the question .Nods at Ed .A look of understanding between them .CUT .

Attention : the long - range vermin - shooting panel is due to commence in two minutes in the blue room at the rear of the Convention Center.

BeamSight II is easily mountable on any shotgun, rifle, or sidearm and will project a small, bright red dot directly onto the point where your weapon is aimed.

You came to the right place, sir. My wife's second cousin is English. Well, Scotch - Irish. Can I interest you in a holster?

Packs a punch, but it's compact, has accessible features - makes a nice concealed - carry piece.

No problem. If you do n't have a problem with me reporting this gun stolen.

Ed drives . Nervous at Wilson handling his new gun purchase beside him .Ed shakes his head at Wilson 's sense of humor .As he puts away a box of ammo .Does n't make Ed feel any better . Nor does the way Wilson seems now to be studying Ed 's driving techniques . Paying attention to the way traffic lights and left - turn lanes and cars without clutches work over here .CUT .

Wilson at the wheel himself . Getting the hang of L.A. Driving downtown . Along one of the major boulevards . Glances at a street sign as he goes by . Picks up the map book on the seat beside him to check his route .

Wilson makes a sudden lane change to avoid getting fed in the wrong direction . Gets HONKED by another driver .

Wilson cruises past a particular building . We do n't have to really clearly see it just yet -LRB- we saw it in the flash cuts -RRB- - more important we see him seeing it . Casing it with the eyes of a professional . Sniffing it out ; the instinct of a predator after prey .

Parks it . Produces the little leather travel kit we saw him unpack at his motel . Unzips it . Under the usual assortment of clippers , razors , etc. , is a hidden layer - storing still more personalized items : a set of select slim lockpicking/cutting tools .

Wilson locks the car . Walks away . STAY with him . AROUND THE CORNER He walks down the block . A nice long walk . What we get out of it besides a sense of Wilson - cool cat ; ambling along ; loner ; sun beating down ; not bothered ; his shadow doubling him - is this : The building approaching . The one he has his eye on . The target . It 's across the street . A kind of flat windowless warehouse with adjoining loading yard . Loading yard surrounded by a chain - link fence - topped with barbed wire . The actual geography of where he left his car in relation to this building . Safely around the corner . And how he might practically get back to it , either this same way or via a more circuitous route round another block . The sense you get in downtown L.A. on a lazy Saturday afternoon that you 're in a ghost town . Particularly in this shabby kind of industrial section .

Wilson crosses over to it now . From sunny to shade . Walks past the chain - link fence . The padlocked gate , big enough to accommodate the -LRB- couple of -RRB- trucks parked within the compound . Walks past the closed security door which would appear to be the building 's main entrance . Round the next corner - SEES there 's a steel back door as well . Comes around this block again . Looking surreptitiously around now . Streets here utterly deserted . Not even a passing car . Crappy residential building on an opposite corner , SPANISH MUSIC blaring from one of the open windows , but not with a direct view on the loading yard fence on this side . Wilson nearing it now - taking something out of his pocket . One of the mysterious metallic tools from his travel kit . Snaps his wrist , unfolding the tool with a CRACK . Wire cutters . He does n't go for the gate , the padlock , like we might have thought . He suddenly drops to one knee , in shadow where the fence meets the adjoining building . SNAP , SNAP , SNAP , SNAP , SNAP - so quick , with great dexterity , though his face grimaces with the strength he has to exert with each application of pressure - he cuts just as many links as he knows he needs to push in a little flap of fence and roll under . Whole thing accomplished in seconds . LOADING YARD Walks fast to the cover of the trucks . Passes . Looks around . Cement loading docks and bays . Shuttered doors . He jumps up to one , puts his ear to the metal . Listens awhile . WILSON Scans the wall for any sign of an alarm box or anything . Then cocks an ear upwards . CAMERA CRANING UP to show us what he hears : an air - conditioning unit HUMMING away . Which means someone must be inside . Wilson looks back at his entry options . Not the loading doors - but a conventional door at one end , with a conventional lock his eye zeroes in on . Gets out his tools , going over .

A SCRATCHING at the door . It opens . He 's in . Waits . Cautious . Nothing . He starts along the hallway .

A SUPERVISOR -LRB- the one from the flash cuts -RRB- does a double take as Wilson passes .Wilson stops and turns . Says nothing .MEAT PUPPETS -LRB- who we saw before as well -RRB- who work here gathering . The Supervisor and the Meat Puppets exchange glances .The Supervisor moves toward Wilson .More looks are exchanged .Wilson stares at him .Wilson looks at the Meat Puppets , the loading area .Wilson just looks at him .The Supervisor shoves him . The Meat Puppets move a little in anticipation . Wilson is n't giving any indication that he 's going to leave .He pushes Wilson again , hard .He pushes Wilson again . Still , Wilson wo n't leave .This time he tries to slap Wilson . Wilson blocks the Supervisor 's hand and then punches him , hard . The Supervisor stumbles back and falls to the floor . THE MEAT PUPPETS Move to Wilson . He tries to fend them off , but there are too many . They beat him . When they find that he 's armed , they beat him harder . CUT .

Yeah. I know her, all right. She came down here once, stirred up a shitstorm. We lost a full day's work, took me weeks to get back on schedule. If she had n't a' been Terry's woman I would've broke her jaw. ` Course, she's nobody's problem now.

Listen, get the fuck out of here before you get hurt. Who the fuck do you think you are, waltzing in here, asking questions?

Wilson is taken outside and dumped . After a moment , he gets to his feet . Dusting himself . Reaches for ANOTHER GUN tucked in his lower back . He re - enters the building . A beat . We hear several SHOTS . Seconds later , one of the Meat Puppets comes stumbling out of the door , terrified . He runs past us , fast . A moment later , Wilson emerges , gun in hand .CUT .

A series of images that prove Valentine -LRB- whoever he is -RRB- has taste , wealth , and influence , stretching back a good three decades at least . Walking through some of these shots is a young beauty in a bathing suit named ADHARA . She advances slowly , not entirely sure of herself , and stops to look at things just like we do . At one point she looks to see a BEEFY GUY -LRB- GORDON -RRB- sitting at the kitchen counter , flipping through a magazine . He looks her up and down , more from reflex than anything . She continues on . Eventually she emerges through sliding glass doors and on to a patio . HER POV A figure by the pool , talking on the phone . His back to us . The pool is spectacular , mosaic tile bottomed . ADHARA Approaches , then sits beside him . His voice is soothing , but with the tiniest hint of exasperation that comes with being slightly ahead of everyone .He hangs up , stands , still does n't turn .He turns and we see him for the first time . VALENTINE Polished . Handsome . Charismatic . Especially when he 's smiling like he is now . He leans over and kisses her .His cell phone rings .He listens , then looks up at his balcony , where a MAN -LRB- AVERY -RRB- stands holding a phone , obviously talking to Valentine .He hangs up .

Not before. Not before. Think about it. What does it mean? What - no, I'm not. Think. Yes. See? You figured it out all by yourself. I know. Are we done? Okay.

Adhara. I told your father, if you're looking for a name, you ca n't go wrong with a constellation.

Gordon? He's been with me for years. He's not as tough as he looks.

Is it possible that you're too young to be acquainted with the idea of loyalty?

No. You're not specific enough to be a person. You're more like a vibe.

For some, eating is a sensual experience. The sensual experience.

Have you ever dreamed of a place. you do n't really recall ever having been to. a place that probably does n't even exist except in your imagination. somewhere far away, half - remembered when you wake up. but when you were there you spoke the language, you knew your way around.

I suppose that's good, unless things were fine the way they were.

I told them a long - time employee flipped out. Had a drug problem, refused counselling. Set the garage on fire, then committed suicide. One of my `` guests'' tried to stop him - but how do you stop Gordon.

No. I mean. Not even your people should be involved. Right? It's too close now.

All your life. That happened while I swam the length of my pool.

I just need. somewhere remote. Away from L.A. For a couple of days.

Go to him. Go to his studio, or writers workshop or artists colony, Esselin retreat, nudist camp -

That's right, your life is Shit, and I'm to blame. It's that simple.

She could've had the deal! I would've handed it to her if she wanted. I would have given her everything.

She did n't want to share it, she wanted to stop it. To stop me. She said she'd turn me in.

She was serious. She would have done it. She had the phone in her hand. She was going to do it.

As long as I do n't have to pass Gordon again. I'm never ready for that.

Hello? Hey! Great. You got my message? Yeah. No, Crestview Terrace, not Crestview Place. Yeah, there's like three different ways up the hill ; the quick way is to bear to the right. Sure. Okay. Okay. ` Bye!

Just feels like the car behind has been following us the longest time.

Valentine approaches Avery .Valentine is a little ruffled . Maybe Avery likes that .Beat .Valentine just looks at him .

No, Terry. They do n't work like that. Jenny Wilson's father paid a little visit, left a message.

Well, either they have a very liberal work - release program, or he's out, because he's here in L.A., looking for you.

Heavier than that now. But are there any drugs in that stomach to back up your story.

There's already gon na be talk about how people close to you keep falling into canyons.

I'll point you in the right direction, but you'll have to take it to the end - zone. He's a hit - and - run gunman - I figure he's not cruising the Polo Lounge.

See, a successful man like me has limitations - I lose touch at a street level. So I have to depend on a smart boy like you who's closer to the nitty and the gritty than I am.

That's why I'm letting you take care of this. I'm the one with appearances to maintain. But who gives a shit about you? Not even God.

Adhara approaches Valentine , who stands staring at the pool .Turns to her .He smiles , rises , and offers her his hand .She takes it . CUT .

ELAINE on her way in . Handsome woman . Intelligent , capable - looking . Passes Wilson who 's leaning somewhere smoking . ELAINE Aware as a wary woman will be of a strange man 's presence without necessarily having looked at him . Well aware too that he stayed where he was - so she unworriedly unlocks the building 's security gate and goes through to the inner - COURTYARD - and closes the gate behind her , now seeing him amble up , arriving as it CLICKS shut between them . He 's looking at her a certain way . She looks back . And knows .And the recognition on his part :Elaine does n't soften .America .Indicating his face , viewed by Elaine through the barred security gate that divides them .She turns to walk away .

I heard you were - what's that adorable phrase? - `` at Her Majesty's pleasure.''

In any case, I do n't suppose the salary you make sewing mailbags is really commensurate with international airline travel.

And not with all that buried loot you had waiting for you when you got out. From the Wembley Staduim job, was n't it? Pink Floyd concert receipts. Jenny would've been. fourteen at the time?

Well, that kind of security ca n't be bought. Must be more comforting than a daughter to greet you.

I was just going to toss some vegetable rolls in the microwave, open a can of diet soda.

Sarcastic, moi? Maybe I'll mellow when my ship comes in. It's expected any day now. I'm all packed and ready to go.

If it played in England somebody owes me money. Who told you that - Eddie?

Three seasons. They found that's the limit of human tolerance when it comes to following the adventures of a family of Mormons on the Chisum Trail.

I'm sorry. I guess the rest of us have no excuse for wondering where the time went.

It's a kind of prison, doing a series. Early to bed, early to rise, no time off for good behavior, you grab the boodle for as long as it lasts.

About the convict strain - or is it stain? No, I was privileged. I was someone who helped Jenny efface her past.

When I'm not honing my craft in episodic television I do double - duty as a voice coach. Not that her accent would have hobbled her progress. Not with that look.

She was happy here. However the two of you might have parted. Do n't think she was n't.

I should really give him a call. He's a character, is n't he. Well, not to you. I meant to us squares in the outside world.

I gave him yours. Said, here, you want to write, I think this is a relative. I guess I thought I was being true to Jenny. Who told me she did n't have a father - before proceeding of course to tell me why.

Rock n' roll, is what we called it. He's sort of a forgotten figure now, but back when the West Coast was the grooviest place on earth, Terry Valentine was where all the happenings happened. More of a kind of promoter, I guess, whatever that means. Just took that whole Southern California Sixties Zeitgeist and ran with it. Packaged and sold it. Made out like a bandit.

Lives high off the hog and waits for the next big thing. Like me - but on a grander scale of failure.

I thought you said you never did an honest day's work in your life.

- When he wants someone run down, you're willing to do it for him.

So what's the deal. You and Terry Valentine at twenty paces. Is that what this is about.

I was in the neighborhood. I come down here quite a bit. Watch the planes taking off.

Jenny was supposed to come to my place that night. She called me, asked if she could come over. She and Terry had been - having some trouble. Lately. I do n't know about what. On this occasion, it reached some sort of crisis point.

She'd never called me like that before. She sounded more. pissed off - angry - than upset or afraid. But she never turned up. I called the house but only got the answer machine. When they found her. she'd been going the wrong way. Not the direction she'd have gone if she'd been coming to see me. Or coming straight to see me. Who knows. Maybe she just wanted to drive.

You think Terry gave me access to her things? Probably sold her clothes.

This town's been chewing my flesh since. what we now refer to as `` the early 70's.''

It's too involved ; a lifetime of non - involvement. Anywhere else I'd be an interesting little number, here I'm just SAG number forty - eight thousand and one.

Still, there have been rewards. It's sunny. And some of the producers who call even have credits.

What did you do? To make them take the early 70's away from you.

You mean if they'd nabbed you before you actually broke and entered you would only have been charged with making a mess.

- they want Southern, I do Southern, they want Midwest, I do Midwest, they want tall, blonde, and twenty - two, I'm shit out of luck.

One thing I ca n't do is English. Americans ca n't. Should n't even try. And Laurence Olivier could n't do us.

Stick with me, kid. Looks big when you get here but you can cover it in five minutes.

A leech on the welfare state in addition. You do n't miss a trick.

She told me you were a ghost in her life. Daddy the friendly ghost. Coming back to haunt her.

I could use a vacation. Of course, I keep forgetting, for you this is a vacation.

I'd rather be with him than without him. I do n't want to be found dead in L.A.

She comes in . A modest studio apartment . Puts her bag on the kitchenette countertop . Glances at her answer machine to see if she has any messages . The phone RINGS . She sits down glumly on her couch , holds her head in her hands .

Wilson and Elaine at a table .Their food arrives .Wilson appears fascinated by the cold glasses of water on the table . Ice cubes CLINKING as he holds his . A BUSBOY bringing them to other people , too , just like that , without anyone even asking .Wilson looks at her . Okay . What then .Elaine smiles slightly . None of this information new to her . But warming to this man .It 's because Wilson thinks the opposite that he 's here . Looks at Elaine .CUT .

They walk along the seafront . We HEAR the ocean but ca n't see it .Mates . Friends . Makes a kind of bonding gesture .Beat .Wilson gives a laugh .Elaine pauses .Wilson leans on the wall overlooking the black ocean . Sound of WAVES gently lapping the beach .They stand here a while . Listening to the BREAKERS hit the shore . CUT .

They come in .That gets her a look .She goes to make coffee . Wilson looks around .Maybe a smile from Elaine at the quaintness of `` pop '' music .VALENTINE . At home . Watching as Adhara undresses , either deliberately for him , or just casually . She smiles as she notices he 's looking .That line pregnant with meaning . Elaine looks at him . Avoids answering the question actually implied there .They sort of come together - in mutual understanding - and sit down . Coffee steaming .Elaine looks away :WILSON That look again .ELAINE Past caring .She goes into a bathroom . Shutting the door behind her . WILSON Sips coffee . Bites into a cookie . CUT .

Thickets part and we SEE Wilson scrambling up a rather steep hill . Coming to a ridge where he settles down to look at something O.S. His expression changes by degrees from curiosity to dawning realization to a kind of frustrated disappointment .

Ed sits in here , RADIO on . Wilson appears out of the brush , gets in . Ed turns the radio down .As one of the `` bodyguards '' runs by , only fleetingly glimpsed by us .Off Ed 's perplexed look .

Wilson settles into position again , this time with Ed .Ed just laughs .POV Now we SEE what Wilson had mistaken for Valentine 's private army . Half a dozen VALETS outside Valentine 's hilltop home . Dressed in matching attire , a couple of them wielding walkie - talkies . RESUME WILSON AND ED Ed 's still laughing .CUT .

Wilson 's car pulls up . He and Ed get out . Wilson engages in a mini tug - of - war with a Valet over his car key , it so rubs him the wrong way having to give it up .He gestures , apparently getting the message across that he wants the car kept close by .Exchanges the key for a card - which he turns over in his hand and studies curiously as they head inside .Looking over to note the multi - car GARAGE off the main house .

Wilson and Ed are among the first to arrive . A smattering of other GUESTS . Elaborate catered cuisine . They mosey over to the wet bar .By now his whole dynamic with Ed is a verbal tease .

Valentine is checking himself in a full - length mirror . TV on in background , sound low -LRB- ENTERTAINMENT WEEK ! -RRB- . Not quite satisfied , Valentine crosses to the bathroom . BATHROOM Valentine takes one more closer look .Valentine turns .ADHARA Is lounging in the large tub . Staring dreamily at a couple of framed posters on the walls : more 60 's psychedelia .Valentine sits on the edge of the tub . With a nostalgic air as he looks at her : the embodiment of youth .He strokes her wet skin . They kiss lightly .Beat .With that exit line -LRB- practiced ? -RRB- , he starts to go . Then pauses , turns again .Comes back to her . Faraway look in his eyes .He goes .

Wilson wanders around , exploring the house . Comes to a wall of photographes . Casually scanning them as he passes slowly by , he 's caught up short by one . POV A framed photo of JENNY , his daughter . WILSON A series of emotions play over his face . He turns - SEES Valentine coming down the stairs . Valentine joins the party without noticing him . BY THE BUFFET TABLE Ed peruses the available food . Valentine comes over to check it out . Glances at Ed without recognizing him .And goes away . Leaving Ed more nervous than ever .

Wilson has come up here . Peeks into one room . Moves along to another : the master bedroom . Opens the door gently .

Wilson enters . Careful . Aware that someone 's in the adjoining bathroom . The soft RIPPLE of WATER from in there . Perhaps he even glimpses her through the door as he boldly looks around . He notices a video camera on a tripod , a cord running to the television . Suddenly we hear the CHIRP of a cellular phone . BATHROOM Adhara reacts .She gets out of the tub and goes for the nearest towel . Quickly wrapping herself , she exits . BEDROOM Adhara enters and goes for her purse . She pulls the RINGING phone out and answers it .She hangs up and begins toweling her hair . After a moment she stops . Something is n't right . She looks around the room , and her eyes stop on the TV . Her brow furrows , trying to place the familiar image on the screen : a girl towel - drying her hair by the bed .She looks over to see the video camera , which has been turned on and pointed toward the bed . She 's not sure if it 's funny or creepy . CUT .

Valentine mingling , all smiles and movement . WILSON At the foot of the stairs . Watches him , all stillness and intensity . VALENTINE Catches Wilson 's eye for a nanosecond , does a subtle double take , then moves on .

Adhara , dressed , looking great , exits the bedroom and heads for the stairwell .

Adhara descends the stairs . WILSON Turning to SEE her as she comes down . ADHARA Makes her way across the room to Valentine .WILSON Watching them , when -Wilson looks at him . Reluctantly .The Guy leaves . Wilson sees that Adhara is now on the other side of the room , separated from Valentine . He heads for her . VALENTINE Still dealing with people desperate to be the focus of his attention . He notices : WILSON AND ADHARA Talking in a corner . She seems attentive . VALENTINE In a SERIES OF CUTS , still being the gracious host , still keeping his eyes on : WILSON AND ADHARA Who , in a SERIES OF CUTS , continue to talk . Finally , they separate , Wilson heading outside onto a deck . VALENTINE Excuses himself from a group of sycophants and goes to her . ADHARA Valentine approaches and begins talking to her , low . After a few moments of conversation , they both look toward : WILSON On the deck outside . Joining Ed , who 's taken refuge out here with a plate of food . What Wilson ca n't belleve when he SEES it - is that behind Valentine 's house , which is on top of a high hill , is nothing but desolate scrub canyon . On the other side of the railing around the deck , which is surely less than regulation height , is a sheer drop into an abyss .Ed , a little more accustomed to L.A. architecture , nods in agreement .Wilson edges forward to the rail again .They stand there looking out . Quite a view once you get used to it . Breeze .But now Ed gives Wilson a nudge - SEEING that Valentine inside the house is making his way out here .Ed considers . His is not to reason why .Ed moves off . Valentine steps up , smile fully loaded .He extends his hand . Wilson shakes it .Wilson looks at him . Valentine looks back . Something about those eyes .The Excited Guy appears , tugging at Valentine .The Excited Guy ushers Valentine away . Wilson watches him go .CUT .

What I like about Ian, he believes in a chain of command, but not a chain of respect, you understand what I'm saying?

Ed , waiting . Wilson enters .Ed displays the Sterno .Ed points to a table , where a toolbox sits . Wilson crosses to it , begins going through the contents .Ed does . Wilson pulls a brace - and - bit from the toolbox and crosses to the rear of one of the cars . Dropping to the ground , he bores a hole in the gas tank . Ed raises his eyebrows and moves toward the door . Wilson crosses to the other car and puts a hole in that gas tank as well . Then he puts the brace - and - bit back in the toolbox and heads for the exit , Ed right behind him , giving a quick backward glance . THE GASOLINE Spills out , slowly but steadily , and slithers toward the garage door .

Valentine is talking to Gordon , his beefy bodyguard , and looking around . He stops as he sees Wilson once again stepping onto the deck . He points Wilson out to Gordon , who nods and heads for the deck .

Ed hands the ticket to a Valet . He exchanges looks with a couple of the other Valets .

Valentine is talking to Adhara , who is introducing her Girlfriend . As Valentine greets her , he glances outside where Gordon is approaching Wilson on the deck .

Wilson SEES Gordon approaching . Gets ready to greet him . Removes cigarette from mouth , drops it to floor of deck , presses it out under his shoe . Limbers up his shoulders in a subtle way . Gordon coming towards him . As if to challenge Wilson 's legitimacy as an invited guest . Closer . About to speak . But Wilson does n't even give him a chance to do that . In quick succession : Wilson HEAD BUTTS Gordon , splintering his nose ; KNEES him in the groin ; then , using the knee for leverage , grabs Gordon by the lapels - and heaves him over the railing ! It happened so fast that if anyone else is nearby they probably did n't even notice - or did n't readily grasp what they saw .

Valentine had turned his attention back to Adhara and her Girlfriend . When he glances back to the deck he 's a little concerned not to see Gordon anywhere out there anymore - just Wilson coming back in . WILSON Adjusting his jacket , walking back through the house . Behind him , people are rushing to the railing and looking over . A few yells of `` Call an ambulance ! '' etc. are heard . VALENTINE Moves that way . WILSON Moving across the room towards the front door . They are heading right toward each other . WILSON AND VALENTINE Pass each other , eyes locked , almost dream - like . Wilson 's eyes cold , though with the hint of a smile . Valentine throws a last look back before reaching the deck .

Valentine pushes through to look over the railing . HIS POV Gordon - a crumpled , inert heap way down the hill below . VALENTINE Turns to look toward the front door . Wilson not to be seen . Valentine pushes through the crowd toward the door .

Valentine emerges in time to see Ed and Wilson pulling away . Wilson looks at him , impassive , through the passenger window . AVERY Is just arriving in his car . Valentine gestures at him . Suddenly we HEAR a loud , bass - heavy WHHUUUMMMPPP . Valentine -LRB- and a few others -RRB- turn toward the sound , which came from : THE GARAGE There is smoke coming from under the door .

Wilson 's car practically tobogganing back down the hill . BOOM ! We hear an explosion from back UP the hill .

Ed jumps - though he 's driving . The gas pedal his most pressing concern . Negotiating the dangerously winding road comes second . Exhilaration mixed with panic .

An especially sharp curve looms ahead . WILSON Flinches , grabs a handhold . CURVE Car makes it around on two side wheels . WILSON Gulps .Ed regains control . AVERY In his car , takes a different turn .

Swerves some more curves . Should be some sense here that a similar skyline route would have been taken by Wilson 's daughter on her final drive .

Suddenly out of nowhere - -LRB- a side street -RRB- - BAM ! - another car shoots out to cut them off , sideswiping them .

Wilson 's car SKIDS into a spin from the impact . THE OTHER CAR It 's Avery . Chased them via a shortcut down the mountain . Now jumps out of his car , levels a shotgun at them and pumps off a BLAST . WILSON 'S CAR BAM ! - the trunk pops open as the car rights itself . Avery FIRES again , but the upended trunk is a kind of shield , deflecting the shot .

Despite the fact that Ed is still in the driver 's seat -LRB- and managed rather skillfully to avoid crashing -RRB- - Wilson acts like he 's not there , grabs the steering wheel , jams the car into reverse , virtually sitting on Ed as he pounds his own foot onto the gas pedal - and with his ferocious eyes monitoring the door - mirror , steamrolls the car backwards towards Avery .

Wilson reverses his car like a speeding tank : SMASHING into Avery 's car . Pushing it right off the edge of the road . AVERY Falls backwards to the ground as he gets the hell out of the way . WILSON Jumps out of his car . Gun drawn . Advancing on Avery with it pointed . AVERY 'S CAR CRASHING through underbrush down the steep bank of the hillside . WILSON 'S FACE SOUND of the divebombing car OVER . Another pointed echo of his daughter 's fate . AVERY Their eyes meet momentarily . And before Wilson can shoot , Avery rolls over the edge of the road himself . ED Calls frantically to Wilson from their car .SIRENS in the distance . WILSON That consuming rage overtaken him again for a second . But the exigencies of the moment snap him out of it . WILSON Turns on a dime , goes back to the car . Before he 's halfway in , Ed 's driving them away again . Trunk at the back BANGING up and down , up and down . AVERY Pulls himself back up to the road . Brushing himself off . Looking the way they went . He gently tosses his shotgun down into some thick brush where maybe he 'll retrieve it later .

Avery returns , sweating , walking back up the road to where all the action is . Party guests milling outside , waiting for their cars so they can leave . A fire truck , a police car . SMOKE pouring out of Valentine 's garage . Valentine finishes talking to a couple of COPS . Walks over to Avery .Valentine blows air , runs a hand through his hair .In this context meaning how did that rangy Englishman do it .Avery stares at Valentine . Impressed at him thinking on his feet .He 's being glib , but he 's being serious . His open - handed gesture inquiring of Avery : are you up to the task ?He turns to go .

The huge dead bulk of Gordon hoisted back up to the deck by a paramedic team .

Valentine comes back in . In the living room beyond , Adhara stands anxiously , where she 's been waiting for him . Cops visible outside on the deck , peering over the edge . VALENTINE Heading that way . Then stops . Backtracks . Something peripherally had caught his eye and he returns to it . His wall of photographs . AN EMPTY FRAME The one that had contained the picture of Jenny . CUT .

Safely down the hill . Driving away in traffic , Ed calmer now . WILSON Pulls the rolled - up photograph of his daughter out of his jacket and looks at it . CUT .

Two characters stand , leaning , against a back wall . Staring ahead , without purpose . Halfheartedly watching a game of pool in progress . Just hanging out . Strange , threatening characters . One of them is young . Lean , hungry - looking . STACY is his name . A shrewd , scheming kid . But definitely a little unhinged . Weirder is his companion . UNCLE JOHN . The title is n't one of courtesy . He 's an actual blood relative . Maybe 25 years older than Stacy . But intellectually younger . Physically , much bigger . The man is huge . Nevertheless , the safer of the two - until Stacy tells him otherwise . Way they 're standing next to each other suggests the ease they feel in each other 's company . Tight bond . They 're good buddies . AVERY Walks in . Stops to look around . Spots his two freaks . Walks toward them . DOORWAY A mysterious black man has followed Avery in . THOMPSON is his name . He hangs back and watches . AVERY Makes contact .Stacy turns to see him . Uncle John looks vacantly .That was in the way of an order . He nods around the corner where it 's less crowded . Stacy stops Uncle John from following , and goes after Avery . THOMPSON At the bar . Keeping his eye on them . AVERY Speaks softly . Alone with Stacy .Avery gives him an envelope .CUT .

Fuck you, Mr. whatever - your - name is. This is a lifestyle I embrace.

I believe in mocking the afflicted. Good for'em. Makes'em stronger.

Kinda makes you wonder why more people do n't put a bullet through their fuckin' skulls, does n't it.

Why do n't they have TV shows about people whose daily lives you'd be interested in watching. Y' know. Like SKINNY LITTLE WEAKLING. Or BIG FAT GUY. SICK OLD MAN. FAMILY OF LOSERS. Would n't that be good?

`` Homeless'' people. Fuck them. Remember when they were just bums? Everyone with an axe to grind. Like to grind in their face. Pretty soon there'll be shit - in - your - pants rights groups. Stupidity activists.

Wonder what it's like being a dumb guy in a dumb suit trying to cross the street.

I'd love to be famous so I could snub ordinary people. Imagine, you're famous, you're sitting in a restaurant, some fool comes up to you, wants you to sign your name on his napkin, his wife is there, it would be something these poor saps would cherish the rest of their lives, talk about to their cretin friends. Bam! You tell'em to FUCK OFF! God, I'd love that.

I saw your mother on the Strip last night. She went up to three guys, said she'd like'em to stick one in each, know what I mean?

I happen to know more about Mr. Whatever - his - name - is than he thinks I know about him and his operation.

Like he'd never hire me for real. Not week - to - week. I do n't have the credentials. He thinks I'm just a sociopath, someone he can turn to when he needs `` plausible denial.''

`` He ai n't wrong.'' Listen, I know this asshole who did just go to work for him. Full - time. And this dickhead's parents just told me he took a road trip up the coast. That's the type of individual gets hired, someone who'll shoot his mouth off to his family while on the job.

- courier or something. Maybe a seller. Maybe a buyer. But Mr. Avery wanted him, those jigs wanted him - and I betcha there's a briefcase somewhere.

While they're all fucking each other over. couple of parties like us could move right in.

Wilson on the bed . Watching TV -LRB- ACCESS HOLLYWOOD ! -RRB- . KNOCK at door . He turns down the TV . Takes a .45 from the springs under the bed . Looks carefully through the peephole in the door . Opens it . Elaine has come to visit . Lets her in . After closing the door resumes his position on the bed . Elaine looks around .But she does n't really have it in her to be ironic right now . Leans back against the door . Wilson remains silent . He 's done the same to Elaine now that he did to Ed . Almost magically induced her to a confessional verge . Elaine , too , is n't sure she wants to be complicit in this revenge tragedy . But here goes :She looks at Wilson . Shrugs . That 's it . That 's all . Is n't it ?Elaine looks at him .Wilson nods .She 's sitting on the bed now . CUT .

Stacy , putting on a jacket that says `` Bomb Hanoi '' comes out of the pool hall . Uncle John in tow .BEHIND THEM Thompson , the mysterious black man , watches them from the hall doorway . CUT .

Wilson and Elaine . Getting dressed . She 's in pantyhose . Fastening a bra . He 's got trousers on , reaching for a shirt .Elaine sits on the bed , fastening her skirt . Her bra strap cuts across her bare back .Wilson looks at her : she 's the one who goes to bed with ex - cons .She glances up at him to try and see how he means that . Is he looking at her or out the window ?He stands again , vaguely disappointing her .He laughs uproariously at that . But the point is : he 's sort of complimenting both Elaine and himself . They 've been around , had their knocks , they 've lasted . Elaine remains unsmiling . Still leaning back on her elbows on the bed , in bra , skirt , hose , no shoes . She asks again the question Wilson avoided answering .And again he evades the answer she wants .CUT .

For the first time , we see the Pacific coastline . Impressive . And a sleek Italian sports car . Heading north .

Valentine at the wheel . Adhara besides him .Adhara looks back over her shoulder . Checking the road behind .

A big utility vehicle . With Avery in the front passenger seat . And three bodyguards he 's brought along to protect Valentine . RICK driving , TOM and LARRY in the back .After this spineless whining weak - willed sob story , Larry just turns to him and says :CUT .

All I'm sayin' is travel time should n't be the same rate. Travel time is down time, right? I mean, we're not even in the same car as the client.

You told me the job was at the house. When we get to it. Well, are we shadowing the client right now or are we just going the same way? The company I was with in Seattle, these distinctions were made. Now, I do n't dispute him getting the full whack.

Seniority and all that. But if I'm getting paid the same hourly rate when we're at the house as I am in this car, that does n't sit well with me and I feel obliged to say so.'Cause in Seattle what you're paying now for so - called travel time was half what we got for actual clock - time with the client. So I just feel we should get more when the job actually commences.

I mean, how much are you getting? Just as a point of interest. See, I did n't realize there was a sliding scale.

Stacy and Uncle John sitting on a bench in a beach setting -LRB- though we still do n't see the ocean -RRB- . Or on some grass , maybe , in a little park - opposite Elaine 's building . People - watching . In their own unique way . Stacy commenting on fellow humanity all around them . TIME CUTS between each comment :Uncle John picks at the grass or sand . As they kill the day .Suddenly Uncle John speaks .Stacy turns . POV Across the street , Elaine comes out of her building . -LRB- We 're supposing this is an apartment building somewhat worth living in that has outdoor parking of some kind , visible from the street , or only street parking . -RRB- CUT .

Elaine 's car on the move . Stacy and Uncle John in a car following .

An `` 8x10 '' of Elaine on their back seat . Another picture of her on a page torn from a `` Player 's Directory . ''Stacy knows better than to argue with a moron .Pause .CUT .

On screen : A BEAUTIFUL MODEL - but speaking in ELAINE 'S VOICE . ELAINE At a mic . Wearing headphones . Matching her voice to the model 's lip movements . Looping this commercial or whatever it is .

Wilson . Comes to a window where he can see Elaine inside in the sound - proofed studio . CUT .

Wilson and Elaine talk while technicians change reels .Beat .Elaine shakes her head .

Elaine and Wilson enter . Stacy not far behind . Catches outside gate before it slams shut . CUT .

Wilson and Elaine turn the corner into the corridor approaching her apartment door . Pause to kiss . Walk closer . And Stacy appears at the other end of the hall . Both arms stretched out with the .38 at the end of them .Starts to squeeze off a shot . As Wilson pushes Elaine to the floor . As another SHOT rings out from further along the hall behind Stacy . Catching him across the cheek . Only skimming him . But knocking him down . Bullet chipping the wall . UNCLE JOHN Across from Stacy . Freezes , his own gun in hand . AT THE STAIRS Three BLACK GUYS . Including Thompson . They approach . Guns pointed at Stacy and Uncle John . WILSON Hand on his .45 now . But a fourth Black Guy coming up behind him . Wilson lowers the .45 . ELAINE Flattened herself back against a wall . Petrified . STACY Sits on the floor . Holds his hurt face . Thompson walks over and picks up Stacy 's gun . One of the other blacks relieves a reluctant Uncle John of his .If there 's any doubt whether Wilson will - one of the blacks gently puts the muzzle of a gun to Elaine 's head . Cocks the hammer . They all go off down the stairwell . Except Stacy and Uncle John . Hit men wondering what hit them . CUT .

Like Wilson 's motel room , another version of a cell . A small window , high up . Bricks and debris around the floor . And Wilson and Elaine . Sitting , leaning against opposite stone walls .Wilson takes a cigarette pack from a pocket . Lights himself one . Then tosses the stuff over to Elaine .Elaine sort of shares a laugh at that .Though real ones might have been nice . This an unspoken thought between them .Wilson shakes his head .DOOR opens . Thompson . Gun in hand . CUT .

Thompson leads Wilson past a row of windows . Dockyards , harbor activity outside . Toward a door with things stencilled on it . One of them : US DEPT. . OF CUSTOMS .

A man named FEATHER . Black . Half sitting on the edge of a table . Wilson is shown in . Wilson at the door . Sizes Feather up at a glance .He walks confidently in . Outside , through the window , an image of a foreign sports car being hoisted in the air by a crane . There 's a chair . Wilson sits in it . Feather squints a little . Seems ready to listen to whatever Wilson has to say .Feather has been listening to this , expressionless . Now he raises a finger as if there 's a point he wants clarified .He 's standing at the window , staring out . As if Wilson is n't even in the room any more . A ship being loaded out there . Inspectors with clipboards . Trucks like the ones we saw at that warehouse downtown .CUT .

The thing I do n't understand. is every motherfucking thing you're saying.

Well, I'll tell you. I believe this Valentine screwed me out of a fair sum of money.

But I ca n't be sure. I do n't even know who he is. He's too insulated. Too many layers around him.

That dude who works for Valentine. He's the one sent those guys after you. You know that.

Because that was n't anything to do with me. And suspicion has been cast in my direction.

Did n't make any sense. Choosing those shitheads over me, cutting me out of the deal, then screwing them over too.

He'd already grabbed more than his allotted cut. Did n't think he'd be so bold as to take all of it.

But if you're mad at him too and he's mad at you. that must make us pals.

Along the way up the coast . Through a window we SEE Valentine and Adhara enjoying a pleasant lunch . The bodyguards hang out by the cars outside with fast food bags and drinks .AVERY At a payphone . His idiots in the background . Dials a number .

Stacy . Nasty bruise on his cheek . Takes a cue off the rack . Chalks up .They 're playing against a couple of other creeps .Creep rushes Stacy . But does n't get past Uncle John . Who drops him with one punch . Flooring him between two pool tables . Stacy then goes over . Supports himself with a hand on each table , swings his boot into the thug 's face .Stacy looks . Bartender holds up phone . Stacy goes over .Stacy just scowls , takes the phone .UNCLE JOHN Breaks . STACY Hangs up . Goes back to Uncle John . Picks up his cue again .CUT .

Someone we 've never seen before and will never see again stands in Valentine 's driveway . His name is FIELDING . A car comes up . Another guy , GRAMMS , sits in it . He waits . Eventually Fielding walks over .Gramms just laughs . Just laughs and laughs . And we leave him laughing . And Fielding not . CUT .

My client has already given a statement regarding yesterday's events.

A statement? I would n't mind getting a statement. You see, my client - the United States Government - would love to get a statement about a few of the deals going down with your client.

Deals? My client is involved in any number of deals at any given moment. You'd have to be more specific.

Your client have a deal in Long Beach? How about downtown? There's some folks there - oh, wait, they're all dead. Any of this ring a bell?

My client is an entrepreneur. I am his lawyer, not his business manager.

So you would n't have any idea how your client continues to make so much fucking money.

Ed takes off an apron , heads out the door . It 's clear that he 's not the head chef here - because the HEAD CHEF , an Anglo , turns , wondering where he 's going . Over this we hear :Beat .Another beat .CUT .

Ed drives . Wilson beside him . Elaine in the back .Elaine and Wilson exchange glances .

Stacy and Uncle John sit and drink . Uncle John lamenting their monetary loss . Stacy thinking to himself .CUT .

Ed still driving . Wilson next to him . Opening a new cigarette pack .Little back - seat sarcasm there . Wilson looks kind of bitter .Flicks some cigarette pack paper out the window .

An impressive clifftop dwelling . Isolated on a winding road . On a beautiful promontory overlooking the sea . Valentine RINGS the DOORBELL -LRB- actually CHIME -RRB- . It 's opened by his ex - wife . SUSAN . Very well - maintained . 50 - something . Surprised to see him . But not overjoyed .Valentine goes inside .

They're at college. Or does n't your accountant even tell you where the money goes anymore.

Surely you can think of somewhere else to take one of your chippies for a quick getaway.

It's been five minutes and I'm packing to leave again. I ca n't believe this.

It is that simple. I blame you for everything. Losing inhibitions and chicks without bras did n't have to lead to hardcore porno in every American household : that was you. The first on your block to turn on a camera in a hot tub and peddle it to your friends. A little recreational pot did n't inevitably have to lead to the eventual devastation of the inner cities : you made that happen, the first time you bought a bigger stash than you yourself meant to smoke. It happened when you made your first buck hyping some so - called `` event'' that was over before it began or marketed some `` product'' whose only value was its instant disposability. You were the first person to see there was a lot of money to be made selling Navajo rugs - you've even stolen from the fucking Indians! You looked at Charlie Manson when all he had to show for himself was a guitar instead of a knife and saw another merry prankster, the freedom of the frontier. Your pal here -.

- He saw gated communities. Rich people coming to him with their money, terrified of what people like you had left of this society. Why invest in a marriage and children when you had him? He's your oracle. But you could n't even trust in friendship, could you? Still he's the dog you call for its dinner. Because everything that might once have been fun or nice or sweet you had to turn mean and cold and sour. That was your `` genius,'' Terry. Have n't you read your own press?

He looks around . She does n't shut the door .He turns to look at her . Smiles . Somehow it does n't work on her . One of the reasons she divorced him . Just one . She sighs . Resigned to his presence . Starts to close the door .Now she gets it .Susan SEES Adhara get out of the sporty car parked in the drive and stand against it in a posture of younger chick defiance .He actually puts his hands on her arms . To hold her firm while he locks onto her eyes . And does n't smile .Susan reads him . He 's not claiming ownership rights . He 's telling her this house , because of the connection to him , is a target of some kind .The Land Cruiser pulls up outside . Avery emerges , comes over , comes in . Susan notes the bodyguards out there as well .Valentine lets Susan go . Knowing she 's now speechless at what 's turned into , as far as she 's concerned , a home invasion .Encouraging , if not in fact ushering , her towards a bedroom .That does it . Susan turns on him .CUT .

Wilson and his friends pull in . Get out of the car . Stretch .Wilson just heads for the motel office . Elaine and Ed follow a little distance behind .CUT .

Adhara sways in a hammock . Staring at Valentine . Wanting to know what the hell is going on . Valentine stands smoking at the rail , looking out over the dark sea . Ignoring Adhara . Avery sits at a table . Bodyguards visible inside the house .CUT .

Wilson at the car . Elaine and Ed watching . Ed has gathered that something has developed between Wilson and Elaine . The way she 's looking at Wilson .Ed sighs . Awkward .Wilson walks back to them . Looking at Ed as if to say , ready to go ? At her as if to say . maybe farewell .

Tableau . Evening has descended . Surfaces glisten from a light drizzling rain .

Adhara , dressing . Behind her , outside , way out of focus , a figure slithers by .

Valentine and Avery sit watching TV -LRB- CELEBRITY REPORT ! -RRB- . Tom is behind them in the kitchen , flipping through Marie Claire magazine . VALENTINE Turns to look through the sliding glass doors . HIS POV Beyond the deck stands Larry , his back to us , facing the ocean .

Looking toward the house , Larry in the foreground , facing us . He takes a bite from a cinnamon granola bar , then looks at it unhappily as he chews .

Looking at the house from the top of the hill . Rick stands in the driveway next to Valentine 's car , smoking a cigarette . REVERSE ANGLE Wilson and Ed watching him . Wilson nods his head to the left , and Ed moves in that direction . Wilson moves quietly off to the right .

Valentine and Avery , still watching TV .Avery starts looking around .Suddenly , we hear a CAR ALARM . Tom looks up from his magazine . Valentine looks to Avery , who shakes his head : It 's nothing .

Rick turns and looks up the driveway toward the sound . He puts his cigarette out .

Larry has turned toward the sound as well . Through a partially obscured side entrance , he sees Rick walking up the driveway .

Rick walks away from us , toward the vehicle -LRB- the Land Cruiser they drove here -RRB- parked up the driveway . We lose sight of him as he crosses to the driver 's side . The alarm goes off . We hold for several beats . He does n't emerge .

Valentine and Avery are still looking for the remote . Avery stops , his attention drawn to the fact that he has n't heard anything from Larry . He crosses to the window . HIS POV The driveway , car at the top partially visible . No sign of Rick . AVERY His brow furrows . VALENTINE Notices this , looks out toward the backyard . HIS POV Same as before , except Larry is n't there . VALENTINE Moves to the sliding glass door to get a better look at the deck and back yard . Still no Larry .AVERY Leaves the window and moves to Valentine . Tom has joined them . After a beat :Tom begins looking for the light switches .Avery is already heading for the bedroom .

Tableau . Avery exits the kitchen and takes the surrounding porch to the bedroom . Are we seeing this from someone 's POV ?

Adhara , finished dressing , looking at herself in the mirror . The lights behind her go off . She turns to see Avery coming toward her to turn off the lights by the mirror .He takes her by the arm . Firmly , but not roughly .She sees in his expression that something is up .

Tom and Valentine have finally found the light switches , and the room is dark . Valentine moves slowly to the window , takes a tentative peek . HIS POV The driveway . Hard to see . Is there something moving out by the shed ?AVERY Entering the kitchen with Adhara in tow . He brings her around behind the counter .Valentine and Tom move to join Avery and Adhara .Everyone moves behind the large counter in the center of the kitchen and crouches down . They have a wall behind them and all the windows in front of them .Avery and Tom have drawn their guns .Tom snorts . Avery looks at Valentine : Have n't you told this girl anything ?She starts to stand . Valentine pulls her down .Avery looks to Tom , who nods toward the back porch . THEIR POV A silhouetted figure is tentatively making its way along the porch , trying not to be seen . We do n't get a very clear glimpse . AVERY Draws his gun and takes aim . THE FIGURE Careful not to become fully visible , but growing more courageous with each step . AVERY Locked on him , waiting . VALENTINE Puts Adhara 's hand to her ears . THE FIGURE We see a little more now than we have before . AVERY He sees enough . Squeezes off a series of SHOTS , the muzzle flash strobing the kitchen area like a flashbulb , Adhara and Valentine flinching . THE FIGURE Hit . Spinning and collapsing to the ground . AVERY Lowers his gun . Turns to Tom .Avery moves out from behind the counter and heads for the body .

Avery makes his way to the figure , which is on its stomach and writhing slightly . AVERY Careful . Takes the gun and turns the body over . STACY Stares up at him , choking on his last few breaths . AVERY Puzzled . What the hell is this guy doing here ? He starts feeling around Stacy 's jacket for anything useful , but is interrupted when his hand EXPLODES , accompanied by the sound of a gunshot . He screams in pain .

Valentine and Adhara drop to the floor . Tom , gun raised and pointing , tries to see who shot Avery .

Avery is turning toward his assailant , but not fast enough . A shot rings out and part of his neck disappears in a blossom of blood . Stunned , he falls on his side , gasping . AVERY 'S POV Uncle John . Close by , huddled by the lip of the cliff . He starts to move cautiously toward Avery and Stacy .

Tom squints , trying to see .TOM 'S POV A piece of Uncle John 's silhouette appears . TOM Fires at it . Did n't hit anything .Tom jumps up and runs for the living room , firing his gun in front of him toward where he last saw Uncle John 's silhouette . LIVING AREA Tom runs through and reaches the sliding doors to the back porch . A portion of the frame SPLINTERS from a gun shot as he gains access to the other side of the back porch .

Tom is through the sliding doors and trying to make his way around to the driveway . UNCLE JOHN Crouched behind the opposite end of the porch , sticks his head up . HIS POV Tom crossing to the steps , slips on the damp wood , tries to right himself . UNCLE JOHN Squeezes off two shots . TOM Is shot in the ankle as he is about to reach the steps . He yelps in pain , tries to raise his gun . UNCLE JOHN Crouched down . A shot flies over his head . TOM Stops shooting . Tries dragging his shattered ankle to the steps . UNCLE JOHN Looks over the edge of the porch . HIS POV Tom turning toward the steps . UNCLE JOHN Fires at him . TOM Screams again as his elbow of his gun hand disintegrates . He slips on the first step and tumbles down , the gun bouncing beside him . UNCLE JOHN Sees this . Stands up to cross the back porch . Takes a step forward but is stopped by a bullet in the chest -LRB- about the only clean shot anybody makes -RRB- . He looks down at himself .He looks up to SEE : AVERY Near death . Gun in his good hand . He squeezes the trigger again . UNCLE JOHN A small black hole appears in his cheek . He blinks , begins to raise his hand to his face , and collapses . AVERY Exhales and rolls over . TOM Still trying to get to his feet . He gives up and just lies there , panting . A HAND Reaches for the gun beside Tom . Tilt up with it to reveal : ED He puts the gun in his jacket and slides away .

Valentine and Adhara are still stuck behind the counter . Valentine sees the shadowy shape of Ed slipping behind the back porch . VALENTINE Decides to make a run for it , following Tom 's route , away from Ed .LIVING ROOM Valentine runs to the sliding door , smack into : WILSON Standing there . Wet . Mad . He grabs Valentine by the shirt and pushes him back into the room . VALENTINE Bounces off the couch and onto the floor . WILSON Comes toward him . VALENTINE Grabs a lamp off an end table and hurls it at Wilson . It careens off Wilson 's arm and shatters . WILSON Is almost on him now . VALENTINE Tries to scramble away . Throwing anything he can get his hands on at . WILSON Who keeps coming . He grabs Valentine , pulls him up , then throws him into the television . VALENTINE Crashes into the TV face first and bounces to the floor . WILSON Goes to him , grabs him by the neck with one hand and pulls out his gun with the other . He seems about to speak when suddenly he screams instead .ADHARA Has just stuck a kitchen knife into Wilson 's back . WILSON Turns instinctively and whips the pistol around , smashing Adhara in the mouth . ADHARA Hits the ground . She wo n't be retaliating . WILSON In agony , spinning , trying to reach the knife in his back , but IT 'S JUST BEYOND HIS REACH . VALENTINE Scrambles through the sliding glass door .

Valentine stumbles out . Notices Avery slumped on the deck , mortally wounded . Goes to him - as if concerned - but actually just to take the gun . Then runs off the porch toward the STEPS that lead down to the sea . WILSON Comes out after him , the knife still in his back . So intent on catching Valentine he fails at first to notice Avery lying in the shadows . AVERY Has just barely managed to reach Stacy 's pistol . Raises it weakly . Points it at Wilson . WILSON Seems to feel it . Turns . Locks eyes with Avery . Avery could already have shot him . But there 's a momentary sense of recognition : both of them just foot soldiers for fat cats - and Avery 's is not worth saving . AVERY Lowers the gun . Nods in the direction Valentine went .Wilson moves on . Avery just lies there , presumably to die .

Valentine hurries down the rickety steps . Trying not to slip in the darkness , though there are tiny Malibu lights illuminating the steep and winding wooden framework .

A rocky cove . Valentine looks back up the way he came , HEARING the FOOTSTEPS coming down after him . Backs away a few paces on the slippery rocks . Falls . Lands on the crumpled , dead body of LARRY , the bodyguard , who was thrown off the cliff . Valentine recoils . When Wilson appears , Valentine FIRES at him . A wild shot that only makes Wilson duck momentarily . Valentine scrambles to his feet , runs on . WILSON Jumps down from the steps . Stops for a moment and leans his back against the railing . Bends at the knees slightly . THE KNIFE The handle is forced upward just enough to be reachable now . WILSON Grimacing , pulls the knife out and discards it . FURTHER DOWN THE BEACH Valentine runs . Or tries to . It 's dark and the ground is treacherous . The beach runs out pretty soon . Now just rocks . Maybe he thought he could get around the rocks on the point at the other end . But he ca n't see very far ahead . And the tide is in , water making any escape extremely difficult . He tries to scramble over some rocks . They 're wet , slippery . He falls , cries out as he literally breaks an ankle . WILSON A dark figure . Coming into focus . Walking inexorably this way . VALENTINE Painfully rights himself . A small bone protrudes from his broken ankle . He FIRES at Wilson , gun in one hand , other hand gripping his wrist to try and steady it . Doing his best to aim . But the SHOTS miss their mark . WILSON Steadily coming . VALENTINE Out of bullets now . Gun CLICKING crazily on empty . He simply drops it . WILSON Now stands before him . THE TWO OF THEM Both breathing hard .This is not what Valentine expected .Wilson drops to the ground too , in a passionate fury , starts strangling Valentine .Easing up just enough for Valentine to sputter out a response .They 're locked in a kind of embrace . Sprayed by the waves crashing into the rocks . Sweating and gasping and exhausted and hurt and furious .WILSON Shock of recognition on his face . At those words .Wilson sits back . Panting . Totally spent . The two of them . Both on the ground now . Whatever energy they had left drained - Valentine from his confession , Wilson from hearing it . Valentine shaking , sobbing . Still not realizing the pathetic folly of his actions .WILSON Knows that the girl he loved . loved Valentine , too . Having heard the truth , the last vestige of revenge has vanished . He gets up and walks away . Leaving the quivering shell of Valentine behind . CUT .

Adhara wakes up . Hand to her smashed cheek and mouth . But it 's not her hand . It 's Valentine 's . She sort of shuffles away from him along the floor . Sits against a wall holding her face . Valentine sits back against an opposite wall . They stare at each other . CUT .

Wilson , lost in thought . Accepts a drink from a FLIGHT ATTENDANT . We can see it pains him to reach for it .After setting the glass down , his other hand goes to the shoulder where his stab wound was no doubt only temporarily dealt with . WILSON . At the roadside hotel , grimacing . ELAINE . Cleaning his wound . Wilson rubs his shoulder . The AMERICAN LADY in the seat beside him heard the way he said thanks to the Flight Attendant .A small beat -LRB- which he takes each time he responds -RRB- .WILSON Takes this in . WILSON . Shaving in the mirror at his L.A. motel . He stops . WILSON . In the car leaving Valentine 's house . Fingering the picture of Jenny .Wilson nods . WILSON . In the car with Elaine and Ed , driving back from Big Sur . Everyone in their own world . WILSON . At Ed 's house . Saying goodbye . WILSON AND ED . Shake hands . ED . Watching him get into Elaine 's car .WILSON . At the airport , staring at Elaine . ELAINE . Staring back . WILSON AND ELAINE . She embraces him . ELAINE . She watches him leave . WILSON . Disappearing into the terminal .Wilson nods , exhales . WILSON . In the cab on the way to Ed 's , at the beginning of the film . Watching the lights go by .Longer beat . He actually turns to look at her now . Takes her in , then looks forward again .Another beat .And he turns away , to the window . Looks at the blue sky . Sips his drink . Then , hard :CUT TO BLACK . THE END .

I can never decide what I like better. Leaving home, or coming back.

CLOSE on a CANDLE, its base ringed by dripped wax. It's perched on the sill of a small window, bathed in grayish, early morning light. A SNUFFER enters the frame and extinguishes the flame. We PULL BACK to see the MAIDSERVANT who has just put out the candle, moving onto the next candle in the long corridor, snuffing it out as well. And onto the next when she HEARS... The ECHO of footfalls and clanking swords. As THREE MEN round the corner she steps back, head bowed, making room for them. Walking briskly toward us are THOMAS ANDREWS (Sheriff of Northamptonshire) flanked by two Earls - SHREWSBURY and KENT. They pass by the Maidservant without acknowledging her. She watches them go as they round another corner. Andrews and his men arrive at a small door. A GUARD awaits them. Upon their arrival the Guard fetches a set of keys from his belt...

Establishing - a foreboding, turreted castle rising from the marshland of an adjacent river, surrounded by a moat. We hear the UNLOCKING OF A BOLT as we CUT TO--

MARY STUART - Queen of Scots, Dowager Queen of France. But we see her from BEHIND - her back to us. And this is where we shall stay for now. Seeing events as she does, following from just a few feet to the rear. She is on her knees in prayer, joined by her CHAMBERMAIDS and an OLDER MARY SETON (the younger version of whom we shall introduce soon), facing a small window which overlooks the landscape we just saw. As the heavy door pivots open, revealing Andrews, she remains in prayer, her back to him. He bows his head, then, with solemnity and respect--Mary stands, as do her Servants. She's wearing a long, black satin gown. A white cap and laced veil against which her dark, auburn hair is lustrous. It's her hair that we're drawn to - since we've yet to see her face. She goes to a side table and retrieves two carefully chosen items, an ivory crucifix in one hand, a Latin prayer book in the other. Meanwhile one of the Maidservants loops a string of rosary beads with a golden cross to a girdle at her waist. Another fastens a gold chain around her neck, from which hangs a medallion bearing the image of Christ as the Lamb of God.

From behind. Mary is being led across by the Earls and Guards. She pauses to look up at the sky. The last time she will feel the sun directly on her face.She resumes following her escort, who have paused for her.

QUEEN ELIZABETH - from behind - walking alone, slowly, as if in a daze. She looks up at the sky, then lowers her head. She begins to sob. We can't see her tears, but we can see her body shaking.We shift focus to WILLIAM CECIL on the far side of the courtyard. He is her most trusted advisor on the Privy Council - a persuasive, manipulative man who understands the realpolitik of power and wields it well. From behind him, we see Elizabeth quickly dry her tears.

You have neither husband nor children. And you approach an age whereupon you cannot bear them...

We're above and behind as Mary strides through a large set of doors, her Ladies, Andrews and Guards in tow. Down the hall a little SERVANT GIRL peeks around the corner to get a glimpse. The MAIDSERVANT from the first scene grabs her by the wrist and pulls her out of view. Mary rounds the corner, taking us to--

A vast room filled with a hundred SPECTATORS. At the far end of the room is a WOODEN STAGE. The crowd parts. She heads directly for the stage, mounts the steps to the platform where two MEN stand waiting for her. Still behind her, from over her shoulder, we can see the crowd staring up, a hundred solemn faces - the KNIGHTS and GENTLEMEN OF NORTHAMPTONSHIRE. There is a low murmuring as a number of men speak in hushed tones to each other. It's worth noting that this crowd is ALL MEN. The only women in attendance are Old Seton and Mary's two Ladies. Mary's back and the POV beyond fills the frame, but off- screen we hear three KNOCKS of a cane on the wooden platform to call the room to attention. A slight, barely noticeable flinch from each knock as the room silences. The Clerk of Elizabeth's Privy Council, ROBERT BEALE - reads aloud off-screen. We only hear his voice--During which we CUT from face to face of Nobles in the audience, all staring up at Mary in morbid fascination and anxiousness. We are in Mary's POV now.

By order of our sovereign Elizabeth, Queen of England, Wales and Ireland, Overlord of Scotland, certified by her Privy Council and Parliament, Mary Stuart is condemned to death this day, the eighth of February, the year of our Lord one thousand five hundred eighty-seven...

By order of our sovereign Elizabeth, Queen of England, Wales Ireland and Overlord of Scotland, certified...

On Elizabeth's back as a Guard opens the chamber door. The COUNCIL stands and bows as she takes her seat. With a slight gesture she instructs them to sit. Cecil steps forward.He places a letter before her. She glances over it. An ATTENDANT brings her a quill and ink. She looks back up.

For your fellow Princes on the continent - that they might know...

And yet he has no power to make such a pledge if he is no longer Regent.

While she is on this island, she must bow to you, not to Rome. Our Catholics must know that a papist will never again sit on the English throne.

Let his discomfort feed hers. Kill her hope. And hopeless she may return to the comfort of the continent.

Of course, if you should offer love, perhaps your love will sway her. But I do not know what mortal would choose a Prince's love over a Prince's crown.

How much blood has been spilled in Rome's name? If a Catholic Queen bears a child before our own, have no doubt that blood will spill again. Muster your courage and save us from her reticence.

Nor would I have a commoner be king of England if we were not desperate for an heir. But we must mould the clay before us.

On all other matters she follows my counsel. I have her trust, but you have her affections. However much it pains me, I am not above admitting you wield a power I do not. You can succeed where I--

Her pronouncements mean nothing. Whom she marries speaks louder than any edict from the throne.

You must not meet with her, Madam. False affections are one matter, but giving her audience is--

He has a claim of his own, even without betrothal. Together they make a union of two claims.

It was foolish. She had no wealth or influence. But I adored her. And when she died - it left me...

This world is a brutal place. It has no patience for such foolishness.

It is a clear provocation. She knew well Lord Randolph would report.

Not us - her brother. He hopes to raise a second army. If we assist him...

If you grant her succession then we are rewarding her disobedience.

We serve you fully, with all our hearts. Any one of us would gladly die for you. But Mary is our foe, and a Catholic. Is it not within our rights to ask that we never bow to her as we bow before you?

If anyone were to learn of such a meeting - whether it be the Scottish Lords or our own here in--

You may tell Scotland that we wish to love the Stuarts as our kin, but they should love us in return.

She would have no trouble securing a husband, even without her throne.

We would delight in holding our sister's hand in ours. Already its warmth can be felt with your words...

She has a chosen an Englishman, as I asked. What recourse do I have?

As children dream in their sleep after apples and in the morning, when they awake and find not the apples, they weep. Such a man as I might marry, finding himself disappointed, would not stop at weeping.

No Prince's revenues be so great that they are able to satisfy the insatiable cupidity of men.

Which is why you are the closest thing I shall ever have to a wife.

When I am dead and she is dead and you are dead, it matters not what names we said or did not say. The world will decide for itself.

In the light they are many colours. Red and others. Nature is more subtle...and confusing...

What news do I want from Scotland? Bloodshed? Go conspire among yourselves.

What have you produced in all your travels between our kingdoms? Discord. War. Death. And now you have the boldness to doubt my judgment? You had better question yours.

Despite your every effort she has prevailed. She has proven herself, in fact, far more capable than my own Privy Council.

Should I die before my time, we could do worse than to place her on the throne of England.

I agree that secrecy is vital. Alas, you have a skill for keeping such things hidden. So put your skills to use.

My motive is not your concern. Do as I say and make the arrangements.

Vous préférez que nous nous parlions en français? (Would you rather we speak French?)

If you speak of it to anyone, I shall deny. And I will regard your words as treason.

To war with Scotland and betray my own clergy on a Catholic's behalf - no. I cannot. You know I cannot.

It would make no difference. You are safe here in England. But that is all I can offer.

I had this made because I wanted to present the best version of myself.

But now I see there was no cause for envy. Your gifts are your downfall.

As long as you do not provoke my enemies, you have nothing to fear. Your fate is in your own hands.

We are still behind Mary. She stands. Two Earls remove her outer garment - the black satin - revealing a crimson garment beneath. The colour of martyrdom. A collective gasp. We CUT TO Noblemen in the midst of the crowd, gazing at her with disgust. One whispers to the other--BACK TO Mary. She turns to the Executioner - BULL. We remain on her back. Bull bows his head in supplication--Bull gestures to a cushion before her in front of the block. As Mary kneels down she begins to recite a psalm in Latin--As she repeats the prayer the camera COMES AROUND to face Mary for the FIRST TIME. As we do, we hear a SURGE of surf on a shore, and once we land upon her face, we are no longer in Fotheringhay Castle... It is 27 YEARS PRIOR and we are at--

I forgive you with all my heart. You shall make an end of all my troubles.

Salve, Regina, Mater misericordiæ, vita, dulcedo, et spes nostra, salve. Ad te clamamus exsules filii Hevæ, In te Domino confido...

Mais notre devoir n'est plus à la France. C'est ici qu'il nous amène. (But our duty is no longer to France. It is here.)

You have done us a great service as ward over this realm. We would be wise to follow your example. Let us dispense with marriage for now and talk of governance. Those are matters which you know far better than myself.

Il est certain que beaucoup d'entre vous ne vous alliez qu'à regret à une Reine Française et Catholique.

Some of the other Lords look askance at each other in reaction to her speaking a non-native language.

When my beloved François passed to God, I could have married any number of suitors. Portugal. Denmark. Sweden. Many others. The Hapsburgs offered their sons.

Just as I would not have an uncertain fate imposed upon myself, I will not impose an uncertain fate upon my subjects.

They remain free to worship however they so choose, Catholic or Protestant.

Well then, I perceive that my subjects shall obey you, and not me. And shall do what they like, and not what I command. And so must I be subject to them, and not they to me.

And where is his delicacy? That he should speak to a monarch so? Would he challenge Elizabeth thus?

You are wise, brother. There are times for wisdom. And there are times for love. But there are also times for strength.

Et vous alors? Ils embrassent comment, les Anglais? (What about you? How well do the English kiss?)

What matters have you discussed with the Ambassador between your kisses?

Just be wary of these men. Their love is not the same as their respect.

He shook terribly from fright. As did I. The poor boy did his best...

I should like to marry again. To know what it means to have a man fully. But...

I must make love to a woman, and I would have a man's hand to help me. One who is loyal like my friend here.

We are two sisters bound by womanhood, two Princes on the same island, and ruling side by side must do with affection...

Do you think it might stand with my honour to marry my sister's subject?

I have such inheritance by blood, regardless of who I marry or do not marry.

We must discuss succession before marriage, not the other way around.

Were I not a prince, I could not hope for a finer and more handsome man than you.

I shall respect Elizabeth's crown as soon as she names me its successor.

For two years now we have dallied when the compromise could not be clearer. Elizabeth need merely agree to it.

If she has any concerns about this proposal she may express them to me directly. Plans proceed for us to meet next month?

Very well. We shall accomplish far more without envoys between us.

You may tell my sister that we pray for swift peace, that we may meet soon.

Stay with us the night back at Holyrood. I'm certain Mistress Beaton would welcome your company.

This is a matter of the heart, not the state. They don't mix well.

While we wish you a long and healthy life, and that no injury or illness befall you, we shall only do you the favour of betrothing your special friend...

I doubt tis faith that brings you. Rather the lands your father seeks. Or even the throne.

Why would Elizabeth grant you passports if she did not intend you as a suitor? And by laying suit to me does not the House of Lennox lay suit to all of Scotland?

Her fears are wise. We both have Nobles who would have us deposed.

Where is this promise? That has failed to appear these past four years?

Do you command so little respect that you could not discourage them?

She asked that I marry an English Nobleman. And now she deprives me?

You may tell your mistress I shall do so, with or without her blessing.

I will not be treated as such by Elizabeth. I will be the woman she is not. I shall produce an heir, unlike her barren self.

Tis your voice raised, sir. And you would lower it in my presence.

Tell him: If any of us should die today, we all go to the same heaven.

You shouldn't be attending Catholic service. It insults our Lords.

If you have wondered where your Queen was these past few months, now there are no secrets. The whisperings can end. Spring comes bearing fruit.

With heaven's blessing we bring another Stuart into this world, heir to Scotland...and to England.

Margaret, I think - after my grandmother. To remind her that she is as much Tudor as Stuart.

One minute makes not a man. Nor do your stupors, which made you more woman than a man.

And until I am killed, and forever after, God will see you as such.

Then at least let my husband remain. Or would you have a drunkard for a King?

My husband claims he knew nothing of your plot until the day itself.

You visited mother and me here, before we left for France. Do you remember?

Here, in this field - you lifted me high when I said I wished to be a bird.

I understand why you wouldn't remember a trifling thing like that. Of what consequence are the fancies of a little girl.

I should like you to hold my child up one day, and make him fly as you made me.

He will be born a Prince. And one day King. I want him to love his uncle and to be born into a peaceful land.

For she still loves you, and if it is a son, she will call him James, for both his grandfather and his uncle.

For your child's sake, be contented with a pardon and your life.

He is the father of my child. I will not do him such an indignity.

Elizabeth would not welcome him. She is not so foolish as to choose a degenerate over her sister.

You have commanded armies against armies. Now you fear a single man?

Just as you vowed to protect me, I vowed loyalty to my husband - however regrettable that vow may be. I owe him neither comfort nor title, but I will not become a lady Henry Eighth, dispensing with husbands as he did wives.

...I have brought peace to our land, produced an heir to my throne and arranged succession to my sister's. Our strength is secure.

Let my husband rave and threaten. We pity his madness, and it is punishment enough.

Were you fool enough to trust these men? Who took up arms against you?

Si vous souhaitez fuir, vous et les autres, vous devriez le faire immédiatement. (If you and the others wish to flee, you should do so.)

Vous avez assez fait. Vous ne me devez pas vos vies. (You have done enough. You do not owe me your lives.)

Elle s'est toujours sentie dépaysée ici. Et Beaton languirait si elle se trouvait toute seule. (Take Livingston. She has never felt at home here. And Beaton would not fare well on her own.)

Une reine n'a pas de soeurs. Elle n'a que son pays. (A Queen has no sisters. She has only her country.)

Je ne m'attends pas à votre compréhension. Il n'y a qu'une autre reine qui puisse comprendre. (I do not expect you to understand. Only another Queen could.)

Et elle pourrait faire pire encore. Mais je ne vais pas m'enfuir. (And may do worse yet. But I will not flee her.)

I should have stayed true to your love. I should have followed your example and never married.

Whom I have not seen these past two years. Whose mother is without a crown. Whose own throne is usurped by his uncle.

You would let them show the world that a Queen can so easily be forsworn?

If you refuse me, say it to my face. Do not force to me beg to your back.

Then be my sister. Be my boy's Godmother. Together we could conquer all of those who doubt us. Do not play into their hands. Our enmity is precisely what they hope for. I know your heart has more within it than the men who counsel you.

I am a Stuart, which gives me greater claim to England than you possess.

If I seek to help your enemies, tis only because you pushed me to their arms. And should you murder me, remember that you murder your sister...and you murder your Queen.

James, my only son, I pray that with your life you will succeed where I could not, and for which I am about to give my life...

I forgive you with all my heart. For now, I hope, you shall make an end of all my troubles.

Mary kneeling on the sand in prayer. The water is surging up, soaking her dress. She shivers from the cold but continues her prayer. The moment has the same solemnity as the execution sequence, but the daylight and anticipation and Mary's youth also charge it with the excitement and danger of a new beginning. As the surf retreats she leans down and kisses the sand - the first time she's touched Scottish soil since she was a girl. Behind her we can see her ship anchored in the distance. Several rowboats have been pulled up onto the shore - trunks and other goods being unloaded by sailors. A distressed look on Mary's ashen face while she's still bent down, her face inches above the sand. She retches. Four women quickly come to her aid. They are the "Four Marys" - BEATON, SETON, FLEMING and LIVINGSTON - Mary's ladies-in-waiting and closest friends. We hear concerned chatter among them as they attend to their mistress.--which silences them. Mary cups her hand in the salt water and brings it up to her mouth to wash her face clean. Seton hands her a handkerchief. Mary dries her face then stands. Horses are making their way onto the shore. On BOTHWELL - A Scottish Lord and the Queen's Champion. He has the hardened bearing of a soldier accented by the flash of an adventurer. He looks down the shore and sees figures in the distance - PEASANTS cockle-picking. Near them is a small wagon with a Clydesdale pony.

We're further down the shore with the PEASANT FAMILY now: They include an OLDER MAN, TWO TEENAGE SONS and a LITTLE GIRL - his daughter. Bothwell is paying the OLDER MAN several coins as GUARDS are emptying the wagon of cockles, dumping them on a pile in the sand. Mary is nearby on foot beside her horse. Mary looks at the old Peasant. A hard, poor life is evidenced by the deep wrinkles in his face, a mouth turned inward by lost teeth. Then she looks to his DAUGHTER - in a dirty muddy burlap frock - who does not bow. She's only five years old, the same age Mary was when she fled to France. CUT TO the Nobleman helping the Four Marys into the peasant wagon. Livingston holds a handkerchief to her nose, put off by the fishy smell. The other three seem no less disgusted. BACK TO Mary as Bothwell helps her onto her horse. Legs astride, not side saddle. Once atop, she looks regal. Bothwell mounts his horse and leads the small entourage forward. The little girl runs to keep up with it. Her father yells out to her but she ignores him, running alongside Mary's horse. Mary and the little girl lock eyes. She sees a curious and defiant fire in the girl's expression which aligns with her own curious and defiant flame. Mary smiles at the girl. She smiles back, then stops. Mary turns her eyes forward again, as if staring into her future. Bothwell turns to her, in French--

Tout cela correspond à vos souvenirs? (Is it how you remember it?)

If we make good time we could cut them off before they reach the gates. Or we fortify here and prepare for a siege, blocking the road south.

If we lose sight, they could flank us. I want to flank them first. There's a bridge they must use to cross Annan.

Not so. When I delivered him to his lodgings he screamed things most profane, and spoke of regicide.

I know it is smaller than your lodgings in Edinburgh, but I hope it will suffice.

The Parliament will ratify a proclamation demanding you wed a Scottish subject now that you are widowed.

They meet tomorrow. It is your council's advice that you should marry me.

In stark contrast to the rawness of the Scottish countryside, we're in an opulent, formal chamber. RANDOLPH - the English Ambassador to Scotland - stands before Elizabeth. Cecil is off to her side. Dudley is to the other side, along with two other LORDS. Elizabeth's ladies sit on stools and pillows near her feet.Giggles from the Ladies. Even Elizabeth is amused.More giggles from the ladies. Cecil doubles down--Dudley stiffens. This is a touchy subject to bring up in a public setting, but Cecil will not allow himself to be challenged by an inferior Lord. Then triples down--Elizabeth holds up her hand to silence everyone. Cecil has gone far enough. He gives her a slight nod. She waits a beat for solemnity to return, then--All eyes on Cecil.Cecil switches tones.It's enough to convince her. She turns to Randolph--During which Cecil shoots Dudley a look. This is how you bridle a Queen.

She may well depart once married. But I cannot profess to know her purpose.

Moray is only her half-brother, Madam. I believe his allegiance is fully with us.

Surely there can be no greater honour than to match yourself with a Nobleman by whom you inherit such a kingdom as England.

Madam - my Queen will not be pleased by your rebuff of the Earl and your persistence regarding--

England wishes no more bloodshed. Being from France you must understand.

They are English subjects, Madam. If my Queen orders their return, they must.

I know because I know her heart. The moment I betray it with ambition, I lose her heart.

What you claim I lack in courage, you lack in reason, sir. She will not have me.

If I am Noble enough to marry one Queen, I am noble enough for another.

I would be no more than a wretch compared to the beauty you possess.

She is not your sister. Nor can she be your successor. Not a woman whose own subjects call her a harlot.

CLOSE on the EARL OF MORAY, Regent of Scotland and Mary's half-brother. He is atop a small bridge with windows on either side as he watches Mary's entourage approach beneath. The castle itself looms above them all. We can see a flurry of activity in the courtyard beyond him - SERVANTS darting through the courtyard in preparation for the Queen's arrival, hurriedly lighting torches. On his face we see tenseness. He'd rather none of this were happening. Moray leaves the window to go and greet his sister. TIME CUT to the Courtyard. TIGHT on Mary's outstretched hand. Then Moray's face enters the frame and lightly kisses it. We PULL BACK to see Moray kneeling before her, removing his sword as he does so.He stands and she embraces him. Bothwell watches from several yards away. He and Moray lock eyes - mutual distrust - as Moray and Mary embrace.

Mary, Moray and the Four Marys make their way through corridors and a series of chambers, some half-furnished and being decorated for the Queen, others still bare. Everything feels a bit ad hoc and rushed. The servants bow as Mary passes. She soaks it in during the following exchange with Moray - only vaguely familiar. On the whole she might as well be laying eyes upon these rooms for the first time.A beat. Moray considers his next question, then asks it casually, though it's far from a casual question--She answers him just as casually, though like the question itself, there's nothing casual about it's substance.Moray turns to a servant - KATE, elderly - who has been trailing behind them.As Kate leads Mary and her Ladies down an adjacent hall, Moray's smile fades. He turns to Bothwell.A scoffing and dismissive half-smirk from Moray. He doesn't buy it for a moment.

Supper is being prepared. We can have it brought to your chamber if you like.

Yes. But we must be delicate. Allegiance does not happen by proclama--

With what cause? He would welcome a Protestant Queen. Which is precisely why we must not push him into her arms. Show him love.

I think she has no intention to meet until you recognise her legitimacy.

I have worked too long and too hard with too much bloodshed to secure peace in our land. Do not let your cursèd passion rule you.

If my counsel no longer has value, then I am obliged to withdraw from court.

When last we raised an army it was still but half of hers with England's help. Without England we will be crushed.

We found Mistress Seton. The boy is now in our custody at Holyrood.

...but I was your wet nurse. You're so beautiful. Like your mother.

The room is lit by several candles, but still dim. It's completely empty. Mary looks around, taking in the bareness.Mary points to a wall, addressing the Servant--And with this the Servant's voice breaks. She can't stop a tear from rolling down her cheek.Mary goes to her--Mary offers her a warm, compassionate smile.Mary nods. Kate exits the chamber. Mary turns to the Four Marys, who are trying to hide their mortification at the gloomy environs.She offers this as humour, and the Four Marys force a laugh, but it's not very convincing. Then quite seriously--The Four Marys stop smiling. It's a solemn reminder that their lives are forever changed.

Mary is seated while an ARTIST paints a miniature portrait of her. The Four Marys are overseeing ATTENDANTS who are in the process of hanging tapestries on the walls. Mary is beginning to make the place her own. Moray is with her.She turns to him--They lock eyes for a moment. On Moray, clenching his jaw. Mary notices something on the far side of the room beyond Moray. Stands--And we see she's referring to one of the tapestries being hung on the wall. The Attendants raise it a foot.Mary watches as the ATTENDANTS climb down from their ladders and move the tapestry over to the new wall. As they place the ladders, they raise the tapestry--She takes his hand. Warmly--He forces a smile.She glances back up at the tapestry, decisive.She heads back over to sit before the Artist.We are TIGHT on the Artist's POV as she tilts her chin up. We CUT FROM this visage of her face to--

Her portrait. A small one. Held in the light by BESS OF HARDWICK, Elizabeth's lady in waiting.We PULL BACK. Elizabeth is studying the miniature along with Bess as the other ladies in waiting make final adjustments to Elizabeth's appearance - placing rings on fingers, powdering her face--Looks down at her hand as a Lady places a ring upon it.Elizabeth turns to her, eyes flashing--

Charming. Fair - if the painter does not lie. Arrogant, perhaps. I do not like the look of her.

COURTIERS are crammed into the room, waiting for Elizabeth to emerge. This is one of the few times of the day that they have direct access to the Queen. It's all about jockeying for position, being seen and seeing others. Among those in court are the EARL OF LENNOX and his handsome 17 year-old son, HENRY DARNLEY, straining to get a prime spot near the door to the Queen's chambers. As Lennox tries to edge his way forward--We SHIFT TO right by the door to the Queen's chambers where we find Cecil and Dudley. They have a prime position because they will escort her to the privy council chamber. They speak in low tones so as not to be overheard.

My Lord - I would ask our mistress to beseech Queen Mary that I be allowed to return to Scotland as Earl of our ancestral--

It would be wise to have a Catholic servant there. My influence would--

It is right that you should return from exile. And it is right that my son should be King.

Your sins are well known in court. You have done little to hide them.

Would you rather the honest truth be told? That you are a sodomite?

We must erase your sins, and either you are the adulterer or it is she.

Bess adjusts Elizabeth's hair. Elizabeth holds out her hand and an attendant places a hand mirror in it. Elizabeth holds up the mirror and looks at her own reflection. We RACK FOCUS from the mirror to the portrait of Mary in the background so that her blurred reflection and the portrait are side by side in the frame. Elizabeth lets her gaze linger on the portrait for a moment, we RACK FOCUS back to the mirror as she looks at her face once again, then turns and presents herself to her ladies. With a matter-of-fact, discerning eye.

We are with Cecil and Dudley again--But before he can finish the sentence, the doors to the Queen's Chamber open, revealing Elizabeth. The COURTIERS bow as they part to form a diagonal path across the room. Elizabeth turns to Cecil and Dudley.She turns to Dudley, and saying it with far more warmth--He holds out his arm. She loops hers within his. They begin to walk along the path, Cecil falling in closely behind them with Bess and the Ladies. A bit of jostling among the Courtiers to be closest to the path. It's not unseemly - they are Nobles and need to maintain their dignity - but it's noticeable. As Elizabeth walks, she nods to some, ignores others. Lennox presses forward, Darnley following. As Elizabeth approaches, Lennox makes a show of a deep bow, but it goes intentionally unnoticed by Elizabeth. Lennox tries to recover by appealing to Cecil once Elizabeth has passed, stepping out in front of him. He keeps his volume low so as not to be overheard--This is said loud enough for the entire room to turn its attention to Cecil and Lennox, which is what Cecil wants. Even Elizabeth turns and looks back. Lennox is red with embarrassment. Cecil and Dudley continue on. Lennox looks around and sees all eyes staring at him. Elizabeth exits the room and the crowd begins to dissolve. In low tones to his father--Without hesitation Lennox turns and slaps his son hard across the face. Darnley reels, stunned. Lennox heads for the exit. Now it is Darnley whom the remaining Courtiers are staring at.

I give you verse, unsheathing my quick wit...to see which among you it quickens.

For shame returning to my native land...Only to be deprived of kissing...

The request was ours and she was kind enough to grant us passage. Here we can worship as we choose.

The woman lives in fright - always suspecting intrigue, always fearful of revolt.

I can speak for neither my father nor Elizabeth. Only for myself.

And speaking for myself, you have a loyal subject in your Henry, who would rather worship at your feet than at a Catholic mass.

When I am annointed they will afford me the same respect as you.

This is your fault. This chaos. You swore obedience to me on the day of our marriage.

They forced me to. I didn't know - not until they arrived. And I was drunk. I believed them. I knew not what I did...

Am I not the King to whom you promised fealty before you carried out your violence? This King shall go where he pleases with his wife when it pleases him. Bring the papers to us at Linlithgow. And do not mistake your place again.

They must have - they must have plied me with wine. They tricked me into it. Those scheming devils...

Or that heretic Knox - possessed me with some demon that took hold of my spirit...

Please...Am I not to see my own son? Is he not to know his father...?

TIGHT on a young Italian Man - RIZZIO - playing the Renaissance Violin with accompaniment. He is comely, and a talented musician. The chamber is still in the process of being decorated - far more modest in its architecture and furnishings than what we saw in Hampton Court, but still brighter and more luxurious than when we first saw the castle. The Four Marys are staring at Rizzio with admiration, even perhaps a bit of lust. He smiles at Livingston, who looks at her feet while blushing. The other Marys giggle, drawing attention from some of the NOBLES who are waiting in a line to kiss Mary's hand. Among those passing by is MAITLAND - a high-ranking Noble, diplomatic and innocuous on the surface, but a snake within. He and Fleming lock eyes - an instant attraction. Moray introduces the guests to Mary as they come before her--Maitland turns his attention back to Mary. Kneels down and kisses her hand. Next up is KNOX - a Protestant Cleric, severely dressed with an even more severe manner.As Knox bends down to kiss Mary's hand, Rizzio screeches his bow across the strings of his renaissance violin - a comic sound. Knox turns back to Rizzio with disgust. The Four Marys giggle, and Mary herself cannot help but smile.Although this thin excuse does nothing to placate Knox. Moray veers things back to business--The Lords sit down on chairs in a semi-circle around the throne. Once they are settled, Mary addresses them in French.She pauses, letting her use of Scots sink in. Then--On Moray. He'd much prefer she be married off.A look of surprise from the assembled Lords. This is not what they were expecting.

Belle qui tiens ma vie Captive dans tes yeux, Qui m'as l'âme ravie D'un sourire gracieux...

To have betrayed you in this way - I have no excuse - And I beg...I beg that...

Elizabeth is at the head of the table. Cecil speaks on behalf of his fellow Counsellors, which include Dudley and Randolph.

Randolph - in stiff formality - concludes his report.On Elizabeth - she grimaces at this assessment of her rival.

Mary before her Lords, as before.A general nervousness flutters among the Lords, not least of all with Moray, but Knox is not the least bit intimidated.Knox makes a show of standing slowly, resolutely and saying the following words with equally slow resolve.Mary is stunned, but gathers herself to have the last, if shaky, word--Unwavering, and unmoved--A gasp of unease from the other Lords. Knox, with all the pride he can muster--Knox slowly makes for the door, milking his exit.

Any realm that is ruled by the Pope is not tolerant, Madam. It is enslaved--

If a Prince strays from God's will, it is not in doubt that they may be resisted. And in your case, as with all women: their sight is but blindness; their strength, weakness; their counsel, foolishness; their judgment, frenzy. Are we to abide a papist and a woman both?

My council is among the faithful disciples I serve. We have as little need of this court as it has of us. I pray for your soul, Madam.

We have a scourge upon our land. 'Tis worse than pestilence or famine. 'Tis worse than the Roman pagans or Egyptian pharaohs. 'Tis a woman with a crown who only pretends to worship Christ when in truth she kneels before the Pope. We will not bow as she does.

We do not pray to false idols. We do not take instruction from Rome. We resist those who would tempt us with indulgences. Deny those who worship luxury. Respect not those who flaunt their excesses...

The Queen is servant of Satan. She is a fornicator. A whore of Bablyon who defies the sanctity of marriage. What's worse, she has broken the most solemn of commandments: Thou Shalt Not Kill...

She had her husband killed so she could wed his rival. Would we worship a murderous harlot? Would we kneel before a polecat who bedded an Italian? An agent of Rome? David Rizzio was slain for such adultery, and now Queen Strumpet marries another man whom she bedded out of wedlock. How do we know her son is not a bastard? Our Kingdom has become a disgrace - to God and all the world...

Oh Lord, hear our prayer, that we may rid this land of this Harlot- Queen and her murderer-husband.

Mary walks briskly with Moray. She can no longer contain her rage - face flushed, speaking as briskly as she walks--She stops and turns to him, her rage frothing--She continues on. Off Moray, swallowing his frustration.

A sparse, undecorated place of worship, clearly Protestant. Knox stands at a pulpit, delivering a sermon. The front rows are filled with nobility, including Maitland, who is sitting in the first row, listening with great interest. As the rows progress toward the back they are populated with MERCHANTS and PEASANTS. It's a packed room, and some of the peasants are forced to stand in the rear by the open door to the street. This is part religious fervor, part retribution at having been removed from court--Murmurs of approval from the congregation. Knox's charismatic forcefulness picks up steam--

The Four Marys are helping Mary undress. The room is now well- appointed with furniture and tapestries.Mary taps Fleming's cheek with her finger.The girls are laughing. Fleming blushing.Mary puts a finger to Fleming's lips.The others gasp, titillated.Mary turns on a dime, suddenly serious.A chill between them all. The undressing has halted.Mary warms, thawing the chill--But was she jesting? They resume undressing her.The Mary's remove layer upon layer, down to her smock. After several beats--Less ashamed to complete the question than Fleming to ask--

...who whore themselves to wealth and the degradations of the flesh.

Même s'il y a de l'amitié entre lui et moi-- (We are friendly, but I--)

He said nothing and I am sick with hate. I shall never forgive him or have anything to do with him again.

Notre obligation est à vous. Nous n'en avons pas à nous-mêmes. (Our duty is to you, not ourselves.)

Vous ne devriez pas non plus risquer la vôtre. (Nor should you risk yours.)

Regardez. La France est si proche, nous pourrions presque la toucher. (France is so close we could almost touch it.)

Les soeurs de se délaissent pas. (Sisters do not abandon sisters.)

Vous risquez tout pour ce pays maudit et execrable? (You would risk everything for this wretched land and its wretched people?)

Elle vous a pourtant délaissée, elle aussi. (She too has turned on you.)

Atop the bed with drapes drawn for privacy. Elizabeth with Dudley. Her sleeves have been removed. The farthingale beneath her dress bulges up as they sit side by side. Dudley gently pushes the smock sleeve up Elizabeth's forearm, revealing the skin of her wrist. He brings it to his mouth and kisses the underside. Elizabeth closes her eyes, shaking from the touch. Lips on skin is forbidden and thrilling.

...ruling side by side we must do so in harmony. Not through a treaty drafted by men lesser than ourselves, but respecting each other's rightful claims granted by God...

My dearest cousin - we have had our differences and what sorrow it has brought my heart. But before I bring a child into this world...

Your terms are most agreeable, and delight us greatly. It is only right that your heirs succeed you if you marry...

...And should you not, it is my son's great honor to rule by your sublime example.

Mary with the Marys. They're still undressing her--INTERCUT WITH SCENE 35--

MUSIC rises from a DANCE. Two hands, palms flat to each other - a man and woman's...BACK TO Mary in her bedchamber with the Marys--BACK TO the Banquet Hall - TIGHT on Mary's glowing face, flushed from the thrill of a man's touch--We PULL BACK to see that she's dancing with Bothwell--Then gliding to another Nobleman, then another, her face warmed by the music and hundreds of candles that fill the room. As she whisks between the men--

The MUSIC from the DANCE continues as-- Dudley is kissing Elizabeth's nape, beginning to unloosen her corset, but Elizabeth pulls away. Dudley reluctantly lets go of the strings. Takes Elizabeth's hand and brings it between his legs.The music slows to something more elegaic and sparse as she withdraws Dudley's hand. Disappointment on his face. Silence. We POP to Bess and the Ladies in Waiting outside the drapes, tilting towards the drapes to see if they can overhear the whispers within.

The Marys are rapt, gathered around Mary as she sits on the foot stool of her bed, now down to her smock.And we see her shift from revery to cold prudence--The music STOPS. A beat. Mary stands.Following Seton's gaze, Mary looks down. Sees a splotch of blood seeped through at her groin.As Beaton gets up we TIME CUT TO-- Mary surrounded by the Marys. Beaton with a swaddle in hand. Seton with a basin and damp cloth.Mary lifts her arms, the three remaining Marys avert their eyes as they begin to raise her smock above Mary's head, for no mortal is allowed to see a sovereign nude. CUT TO TIGHT on Mary's bare legs beneath the groin. We see a trickle of blood running down the length of her thigh to the knee. Seton washes the blood away with the damp cloth. CUT TO TIGHT on the basin as Seton wrings the cloth, blood clouding the water within.

Battez-le comme un chien s'il s'approche encore plus. (He should be beaten like a dog if he draws nearer).

Vous lui donnerez quel prénom, si c'est une fille? (What will you name her, if it's a girl?)

Vous lui donnerez peut-être le prénom de votre propre père? (Perhaps you name him after your own.)

TIGHT on two hands barely touching on white linen - their pinky fingers grazing one another--We PULL BACK to see Elizabeth and Dudley laying side by side, still fully clothed. They talk low so as not to be heard.She does not finish. He waits, then--Dudley moves in - Elizabeth withdraws.

Rizzio is escorted into the room by an Attendant, a DOG circling at him, barking loudly. He holds his lute high as the dog leaps up, nipping at it. It's late Autumn. Rain pelts the windows. They approach Mary and her four ladies seated on the ground before the fire - an indoor picnic with a sumptuous lunch.Mary whistles. The DOG runs over to her. Mary feeds her a piece of meat from her plate. She pets the dog affectionately as she devours the meat.With spirit, he launches into a popular Arbeau chanson--Mary and the others clap with approval. Rizzio bows.--she says as she runs her hand through the dog's fur. TIME CUT to TIGHT ON Rizzio's hand writing with a quill on parchment. We see the words in French that we hear--We switch to English for the sake of clarity. And see Rizzio seated at a small table writing, Mary plucking grapes from a bundle while she reclines on a rug, dictating the letter--

Mary walks along the colonnade as we see flakes of snow floating down into the court. The Four Marys & Rizzio are with Mary's dogs, that are playing in the snow in the middle of the courtyard.She places her palm out and lets a flake fall on it--

TIGHT on the HOOVES of a HORSE walking through a fresh blanket of snow as it continues to fall, leaving hoofprints--CUT TO from ABOVE as the riderless horse is being led to the entrance by a GROOM, snow covering the ground.

TIGHT on the flat blade of a knife scraping along a length of coloured paper, the paper curling as it does--PULL back to see Elizabeth placing the curled paper into an intricate quilling design of flowers on a painted board.

Elizabeth is pacing, dictating a letter to a nearby SCRIBE--A knock on the door. She looks over--

Elizabeth comes outside to the front entrance, where Dudley and Randolph are already sitting atop their respective horses, ready to depart on a journey, GROOMS nearby.During the following, Elizabeth approaches Dudley. He looks forlorn. Takes his hand in hers and kisses it.He opens his hand to find one of her quilled flowers within it. It makes departing that much more difficult. She offers him a bittersweet smile.But Dudley does not return the smile. He cannot hide his unhappiness at being charged with this mission.As he begins to ride away, Elizabeth turns to watch him go, and as the camera comes around on her we CUT TO--

Let us settle on a meeting place before the summer brings discomfort.

Let our nations cherish each other as we would - two Kingdoms united.

And please accept this suitor who presents both his love and mine.

I am told the labor was long, but only with suffering do we know joy. What greater joy than to have ...a son to call your own. Humbly do I accept your invitation to be his Godmother, that I might share in your happiness...

...What is more, we should return the issue of inheritance now that a new generation is upon us...

We must meet him soon, that we might kiss him and show him our love. And so that both his mothers might meet, who for too long have not.

With an extreme dolor that overwhelms my mind for that miserable incident which has befallen...

I tell you that while I mourn, I feel no guilt, for I am innocent...

...A Prince cannot be guilty for what is just. What other answer to such plots against my throne...

...than to respond to treason with the punishment that it demands. How it ages me to bear such a burden...

...the figurehead of justice that would take away a mother you remember not...

...Know that when I see her in my mind's eye, I see not an aged woman...

...but rather the young, resplendent Queen whose portrait I first gazed upon five and twenty years ago...

Dudley presents the portrait of Elizabeth to Mary. Randolph is in attendance, as are Moray and Maitland. Mary is delighted to receive the gift - beaming with excitement.Mary looks up from the portrait to address Randolph--We POP to Dudley, who looks miserable, then back to Randolph--Moray perks up at this, as does Mary.A provocation. Moray is anxious. Randolph remains cool.Randolph grits his teeth. This meeting is a failure for him.Off Mary's look--Mary laughs. With a flirtatious smirk--Then, on a dime, all business--A slight to Randolph, and we can read it in his eyes. She turns to Dudley again. Holding up the portrait of Elizabeth--

Elizabeth is in bed. She looks pale and sickly. Bess wipes her forehead with a damp rag as Cecil addresses her. Randolph and Dudley are with him.Elizabeth's voice is feeble from illness.Elizabeth looks grim. Dudley gives a glance to Cecil, indicating that perhaps they should go and let him handle this.He and Randolph exit. Dudley remains. Sits down on the edge of the bed and takes her hand and kisses it.Elizabeth starts to chuckle. Dudley brings his hands to the sides of his neck to mimic a fish. She laughs more, painfully. Then her brow furrows. Vulnerable--

TIGHT on Mary's face, windswept and vigorous, as she rides through the lush, late spring countryside. Her entire entourage is on the move. We see her taking in the beauty of the land, a smile on her face as she basks in the sun. The spell is broken by--The entire party comes to a stop. Mary looks ahead and sees a contingent of three horsemen galloping toward them from down the road. Two appear to be soldier escorts. Bothwell races ahead with four horseman of the Royal Guard to intercept. As Bothwell's contingent nears the foreigners they come to a stop. From Mary's POV we can barely make out that one of them is Randolph.

The Royal entourage is in the background. Mary walks through a field of grass and wildflowers at some distance, Randolph next to her, Moray and Maitland several steps behind.Randolph blushes at the insinuation..TIME CUT TO-- Mary walking with Moray and Maitland toward the carriage as the entire entourage is being turned around for the journey back. Three of her ladies - Seton, Livingston and Fleming are close behind. Beaton is a bit farther back, walking with Randolph as he leads his horse on foot.Off Maitland's look.She glances back at Beaton and Randolph. They are smiling and happy. Then turns to the ladies.As she returns to her horse she steals one more glance at Beaton and Randolph.

He understands that he would only be your consort? Not a King outright?

I find it difficult to believe that any man would settle for as much.

Let us not dwell on that. We speak of Rizzio's relations with your wife.

Does he not spend more time with the Queen than your grace? Why else would she make a common minstrel her private secretary?

It's important that the people do not accuse those who participated as traitors. They must be pardoned so there is no doubt of their loyalty to the crown.

Darnley is cursed. We who have wronged you on his behalf seek only to prevent more wrong.

My Lord, you argued well in Council. May we borrow your wisdom for a moment?

The people believe you are a traitor and a whore. What army can defeat an entire nation turned against its Queen? They would sooner parade your head on a pike than bow before a harlot. I for one would gladly hold high the pike.

Randolph and Beaton are in the shadows - groping, kissing, rough and lustful. After several moments of this, Beaton squirms loose.He tries to kiss her again but she holds him off.He sighs. Just as she pulls away he grabs her wrist--With a smile she leans forward and gives him one last kiss. He lets go. She walks off. As she rounds the corner to a new corridor she picks up pace, walking more and more briskly.

Beaton enters, breathless. Mary is being undressed by the three other Marys.Off their looks--On Mary. This changes everything.As Beaton exits, to the other three--They hasten to re-dress her. Mary's thoughts are swirling. Several beats as she traverses exhilaration to doubt--

TIGHT on Rizzio as he transcribes with the scratch of a quill against parchment. Moray looking over his shoulder. The room is lit by only candles, giving it a conspiratorial feel.Rizzio dips his quill in the ink. We PULL BACK to see Mary dictating the letter--She waits for Rizzio to catch up, then--Rizzio is writing furiously. Once again Mary waits for him to catch up. She stands and goes over to Rizzio so that she may look over his shoulder as Moray and Maitland are doing--

It will please you to know that I have warmed to the prospect of wedding Lord Dudley. We shall do so...

Elizabeth is covered now with small pox boils. She is attended to by Bess as two other ladies keep vigil as she reads the letter from Mary.Leaping to another thought, this one fueled by jealousy--Her gut is churning; she's half delirious from her illness--PRELAP the clashing of fencing sabers as we CUT TO--

A number of NOBLES are stripped down to their undershirts, fencing in pairs down the length of the gallery as others look on. In one pair is Dudley. In another is Darnley. The door flings open, revealing Elizabeth. The fencers cease. Everyone stares at her - surprised to see their Queen enter unannounced and in such a sorry state.The Nobles begin to disperse, the fencers setting down their foils as they go. Some are stealing glances at Elizabeth as they exit, particularly Darnley. Dudley approaches her, concerned-- She hands him the letter. He begins to read. Looks up at her. He lifts her veil so he can see her better. She looks stricken, on the verge of tears. Her eyes say "You must not leave me."Her tears begin to fall. Dudley embraces her to console her. She would normally feel embarrassed by such an outward sign of emotion, but not in his arms. After a beat, in a whisper--She looks to him - expectant, hopeful--

TIGHT on Mary, two hands covering her eyes. Giggles in the background. She's smiling. We PULL BACK to see that Beaton is covering her eyes from behind.Beaton removes her hands. We CUT TO Mary's POV: Fleming and Livingston are holding one of Mary's dresses up to Rizzio, fanning out the hem, Seton holding the blouse up to his chest. Rizzio begins to twirl as if dancing the masque with effeminate physicality, the three women keeping the dress and blouse against him as he does, singing in a falsetto. Mary laughs as do the other women.Rizzo curtsies, with a feminine voice--The smiles of the women fade. Rizzio instantly backtracks.But Mary wants to relieve him of his shame.The other ladies nod, feeling free to smile once again. We can sense Rizzio appreciates their acceptance. A knock at the door. The ladies instantly pull the dress away from Rizzio.The door opens, revealing Moray and an Attendant. He glances to Rizzio warily, then to Mary--He hands Mary a letter from Elizabeth. She reads over it quickly - looks up at him, puzzled.

As an ATTENDANT shows Darnley and Lennox in, sotto voce--The Attendant steps aside. What Lennox and Darnley see are Mary and the Four Marys on common stools. They are all dressed similarly, Mary no different than the others. Moray and Maitland are to the side.Lennox bows.Darnley bows. Lennox expects the Queen to say something, but he cannot tell which of the five women is Mary. He looks to Moray and Maitland for assistance. They are statues. He looks to the Attendant, who says nothing. It's an embarrassing position to be in. But neither offers guidance. He looks back to the Ladies.He gets no help from anyone. Lennox looks helplessly from one Lady to the next. He laughs nervously, both flummoxed and insulted. But Darnley is amused, and more than game to play. He walks forward brazenly.As he speaks he circles the women slowly, considering them. His charisma is electric, amplified by how closely he orbits, almost brushing up against the women, his proximity and the chance of physical contact so acute it's thrilling. He speaks slowly, confidently - his voice intoxicating - we see the womens' chests rising and falling, titillated. Darnley continues to circle them...Giggles from the ladies. Moray and Maitland remain icy cold.As he comes around the front of them again, he places his hand on his chest, feigning sorrow--They smile at his performance, thoroughly charmed.Now he stops and kneels before Seton... But at the last moment he turns to Mary, takes her hand--He bends forward and gives her hand a tender kiss. The other Marys clap with approval. Darnley rises and bows.

Mary and Darnley walking alone, the Four Marys trailing in the distance--Darnley chuckles. Mary is offended. She stops, turns to him.Darnley takes the scolding without showing an ounce of regret. The opposite. He smiles back at her.Mary self-consciously brings her fingers to her cheek and turns away. Darnley places a hand on her face and turns her towards him. It's an incredibly bold gesture.Though she says this, she makes no effort to remove his hand.He moves his hand so that his palm rests on her cheek.He leans in to kiss her on the lips. She turns her head away just before his lips reach hers. Continues walking, her chest heaving from the close encounter. Darnley begins to follow, several steps behind.Mary keeps walking, unsure how to answer, a swirl of emotion. Darnley catches up. Offers his arm. She takes it. And they continue to walk in silence - Mary's vigilant mind battling with the longing in her body. We hear the sound of lute strings being plucked and CUT TO--

Seton leads Darnley up a spiral staircase by candlelight. As they reach the top of the stairs she pauses, seeing shadows. Gestures for Darnley to stop. Blows out her candle. Two Nobles pass in the hallway, not seeing Seton and Darnley in the shadows of the stairwell. Once they have passed, she gestures for Darnley to follow, and they continue on.

Rizzio plucking the strings casually. The Marys (minus Seton) are attending to Mary, powdering her face, combing her hair, dabbing her wrists and neck with oils. Rizzio looks on as he plays, a smile of appreciation at her beauty. Mary's eyes shine with anticipation and anxiety. The Marys step away to have a look at their labors. Rizzio - continuing to play--TIME CUT to Seton knocking on the door from the outside to make those within aware of their arrival. Seton and Darnley enter. The Marys curtsy and promptly exit. Rizzio stays. Mary is not in sight. TIME CUT to Rizzio helping Darnley remove his collar, his sleeves and his doublet, so that he is only wearing his undershirt and breeches. Then Rizzio gestures to the bed--Rizzio picks up his lute, nearby.Darnley circuits the bed to the other side, where the drapes are drawn open. Mary sits atop the bed, knees beneath her, looking resplendent. Rizzio perches himself on a stool and begins to pluck the lute once more, his fingers matching the music that has continued to play throughout the sequence thus far. We CUT BACK to the far side of the bed. Darnley is still taking in Mary's beauty.Darnley fetches the bottle and pours a goblet. As he does--She averts her eyes. She does not want to admit it. Glances at the goblet of wine.He holds out the goblet. She reaches for it. But when her hand wraps around it, he places his other hand on hers. Caresses her fingers with his. An intake of air from Mary. He slides her hand over the goblets rim, dipping her fingers within. Then brings her fingers to his lips and glosses them wet with the sherry. Her mouth is parted, her breath quickening. His hand still on her wrist, he gently pulls her forward. She closes her eyes and places her mouth on his. Then moves the tip of her tongue along the length of his lips, savouring the wine on the tender flesh. He runs his hand through the hair at the nape of her neck and pulls her closer still, so that now her lips are fully pressed against his. TIME CUTS as we see kissing grow more passionate. Mary is giving into a hunger she hasn't indulged before - except with François, who wasn't up to the task. There's a ferocity to her desire, increasingly confident and instinctual. We see her run her hand along his leg, then between his thighs. When it finds its mark she pulls back.Darnley doesn't waste a moment.He gently lays her back. Kisses her collar bone, then her chest. Makes his way down to the folds of her dress. Pushing them up along her bare legs. She starts to retreat, grabbing his head by the hair and pulling him up.She's confused - not sure what he means.She's unsure but she wants to trust him. The fearless side of her takes over. She nods. Darnley lowers himself again, his mouth against the thin fabric of her gown wrought between her thighs. We CUT TO TIGHT on her face as she gasps, his mouth alighting her through the gown, an intense sensation beyond which any she thought possible, and she is utterly lost in it. We CUT TO-- her hand clawing at the sheets her teeth clenched as she sucks in air her torso twisting her eyes widening her back arching her face as she convulses, gasping As her body shivers - the after shocks still rippling through her, Darnley slides up beside her.He gets up and pours two goblets. Walks around to the other side of the bed where Rizzio is still plucking. Sets one goblet down for Rizzio. They lock eyes. Then Darnley heads back around and sits down in a chair. Takes a sip as he looks over to Mary, who is now on her side, her back to him. On Mary, heart pounding, slipping into reverie, but also trying to process what just occurred.

Elizabeth at the head of the table, her counsellors assembled. She has recovered from her small pox, but she still looks pale and thin, and right now she is on the defensive. Cecil and Dudley are in attendance.

Mary rides on horseback, flanked by Moray and Maitland and a small party of Nobles and Guards in tow. They are on a day- trip to Arthur's Seat.We INTERCUT between these two scenes--

On Elizabeth, pondering this. Then she abruptly stands. The Councillors follow suit. She exits without another word. Cecil turns to Dudley with venom on his tongue.

Mary and the others are nearing the crest. On Darnley galloping fast on his horse past the other Nobles. He whirls around on his horse as he gets to Mary, cantering and stepping his horse sideways before her. Moray and Maitland eye him with the same contempt with which Cecil beheld Dudley.As he turns his horse to trot ahead--Darnley glances back. It's a barbed comment, reminding him that would he marry the Queen he is still but a subject. Mary dispels any conflict by trotting ahead of Darnley.Mary starts to pick up speed. Darnley accepts the challenge, keeping near, just a neck behind her. And now the two are galloping up the crest, a thunder of hooves between their two horses. CUT TO Mary and Darnley alone atop their horses at the crest of Arthur's Seat. Edinburgh and the countryside beyond stretches out before them.Darnley looks to her, not quite understanding. She continues to gaze out at the view beneath. He looks back out. A beat, and now she turns to him.Looking back at her, eyes ablaze. Does she mean what he thinks she means?He takes her hand and brings it to his mouth, softly...Kisses her hand lightly...He leans in, whispers in her ear...He kisses the side of her neck. The touch of his lips sends a jolt through her--Into her ear again--And whispering into her ear--She pulls back and looks him in the eye. A slight correction, but smiling--He laughs - giddy, joyful, not necessarily absorbing the correction for what it was. She laughs in return, squeezes his hand. They both turn and once again gaze out upon the view together.

Randolph stands before Mary, Moray and Maitland are present.On Moray, about to step forward, but Maitland holds him back.Randolph is stunned silent and paralyzed.Randolph bows and makes for his exit. As he passes Beaton she averts her eyes so as not to make contact with his. As soon as he is gone, Moray steps forward, incensed.Moray has reached the breaking point, but he lowers his voice - speaking slowly and purposefully.Whether he is bluffing or not, she has called it. And from the resoluteness in her eyes, both we and Moray know she is not bluffing in response.

A cold day. Both Elizabeth and Cecil are bundled up. Grey, discomforting skies.Elizabeth looks out to the horizon, despondent.In a softer tone, more as a friend than a councillor--She turns to him, surprised by the admission. Also softly--Observational, not accusatory--Off his look. He still fails to fathom her--He laughs at this. It's a tender, intimate moment.She laughs at this in return.He comes over and takes her hand. It doesn't feel romantic. It feels fraternal.And now it's he who looks out to the horizon.He shakes his head, not wanting to complete the memory. But in his eyes we can see the devastation her death wrought. Elizabeth squeezes his hand. He forces the thought out of his mind. His familiar coolness returns.Elizabeth ponders this, brow furrowed, eyes darkening. Their affection has shifted back into realpolitik. Elizabeth removes her hand from Cecil's.ON Elizabeth, weary. But a cold resolution comes over her. Cecil has seen this look before. It's what he hoped for.On Elizabeth's face as we hear the sound of BAG PIPES...

TIGHT on Mary's hand - three royal marriage rings upon it - DARNLEY'S hand enters frame, similarly ringed. Mary places her hand on his. Drums strike up the dance. Pull back to reveal MARY and DARNLEY standing alone in the centre of the hall hand on hand. The wedding banquet is over, the tables are pushed back and the wedding guests stand around the hall watching.

A fishing trawler is being dragged on the shore, its goods covered in burlap to shield them from the rain. Nearby on a rise are the silhouettes of half a dozen hooded men on horseback. They begin to gallop down toward the wagons.

The wedding dance continues and Mary and Darnley are joined by BETON, SETON & LIVINGSTON and their dance partners. FLEMING encourages MAITLAND to join the dance but he resists. MARY notices MAITLAND. Other nobles decline to dance and look on disapprovingly. Mary remains regal despite the lack of enthusiasm, although we can sense it bothers her. Darnley, is less able to hide his displeasure.

DARNLEY downs his drink in one gulp and gestures to his servant to refill his goblet.

One of the six horseman pulls back the burlap covering boat. We see nothing but hay until the Wagon Driver pushes it aside and reveals a cache of pikes, swords, crossbows and muskets. We also see a small trunk. The Nobleman opens it. The trunk is full of gold and silver coins. One of the other men steps forward to take a closer look. And within the hood we see that it is Lord Moray.

Thirty Male Guests dance in lines with military precision. It's quite formal choreography. But a very drunk Darnley inserts himself into the dance, sloppy and grinning. He is trying to get the dancers to bow to him, the king. The Dancers attempt to continue, but it's difficult to navigate around him. On Mary, embarrassed by her husband. She looks over to Rizzio, who is strumming his lute. Something should be done. Rizzio takes the cue. He strolls toward Darnley, still strumming, in a half-walk, half-dance - circles Darnley as though it's all part of the choreography, then brings his arms around Darnley from behind, placing the lute at his chest, as though his arms are Darnley's arms. Everyone laughs. It's a comedic and graceful way to get Darnley out of the way. He spins Darnley as he's strumming, walking him off to the side, almost as if all of it were planned.

As the drums continue over the pipes we see foot soldiers marching in a column.

On Mary watching something. We CUT TO her POV: It's Darnley and Rizzio off to the side of the room, Darnley on Rizzio's lap, drunkenly letting him play the lute, laughing and plucking the strings himself. BACK ON Mary, perturbed by both Darnley's drunkenness and Rizzio's familiarity with him.

A continuation of Scene 78. The column of rebel soldiers passes by Knox, Moray with him. Knox is giving blessings as they march past him, palm raised, mouthing "Bless you" and "In service of the Lord."

TIGHT on Darnley's face. He is passed out on his bed. A hand SLAPS his face. And with the slap the pipes and drums stop. Darnley opens his eyes, squinting. Sees Mary standing before him. We see that Rizzio lays in the bed next to Darnley. Rizzio is stirring now. Is horrified to see Mary.As Darnley sits up he sees Bothwell in the door. Is surprised to see him in his Royal Chamber.But Bothwell doesn't budge.

An OFFICER is showing her how to load and cock a pistol. He aims it at the wall and fires. With a loud BANG and puff of smoke the lead ball leaves a small crater in the plastered facade. He turns back to Mary.He hands her the pistol, bag of gunpowder and a lead ball. As she prepares the pistol for it's next shot, Rizzio - now dressed - emerges from within and approaches her. Livingston intercepts him to prevent him getting to Mary.But he tries anyway.Several Guards step forward to block him. Mary, witnessing all of this as she loads the pistol, finally speaks up--The Guards step aside. Rizzio approaches her sheepishly. Then falls to his knees in front of her.She keeps her voice low as well. With some gentleness--He does.He is anguished by her kindness.He nods, grateful for her mercy. She raises the pistol and aims at the wall. She pulls the trigger and BANG... On which we CUT TO--

Rentre! Tu n'es pas digne de son regard. (Go back inside. You are not worthy of her eyes).

Mary rides at the vanguard. She is fitted with armour and a steel cap on her head, pistol in a saddle holster. Bothwell is similarly armoured and armed. Darnley rides a few yards behind them, wearing a gilded breastplate, looking pale and weary. Mary looks vibrant and at ease. She seems in her element, on the move, the head of an army 10,000 soldiers strong.Bothwell turns his horse around and begins riding down the line, shouting the order for a quickstep. The entire column begins to pick up speed, the foot soldiers marching more briskly. Mary wheels her horse around to follow Bothwell down the line.And she yanks on the reins, trotting down the line. Off Darnley, emasculated and alienated. TIME CUT to Mary on foot, leading her horse by the reins, walking side by side with the common foot soldiers. As they walk briskly past her they each lower their heads out of respect. Three YOUNG SOLDIERS walk past. They look no older than 16. They're shy when she addresses them.Two of the boys smile shyly at this. The third (HECTOR MACLEAN), just smiles at seeing the other two laugh.She looks to Urie. He shakes his head.Hector smiles at her and makes the sign of the cross. On Mary, grateful and inspired by the show of loyalty as they continue walking onward.

The Highlands, Madam. These two from Inverness. I'm from Thurso.

Tha e moiteil a bhi na shearbhant don bhan righ agus tha e deonach basachadh air a son.

He says he's proud to serve his Queen. And to give his life if he must.

Ma bhasaicheas duine againn an diugh, theid sinn dhan aon Neamh!

It's getting late in the afternoon now. We hear the steady beat of a REBEL DRUMMER giving tempo to the march. An impatient Moray berates his men. From a mound covered in twisted pine, we see the men trudge along a curved track. Ahead of them is a bridge, which fords a fast-flowing river. Moray and his men are on its West Bank. This, unbeknownst to Moray, is MARY's point of view. The air is heavy with midges. The soldiers are fatigued lugging expensive, heavy muskets and weaponry: Cecil's supplies. Moray rides up and down the line, driving the troops forward. Frustrated, he commands the Rebel Drummer to pick up the tempo.The Rebel Drummer switches to a quick-step beat. The men start to pick up their feet. Again we see the track from above, where the road curves away from us at each end. MORAY spots an oncoming obstruction heading towards the bridge from the East Bank of the river: a herd of Highland Cattle and four DROVERS.The Rebel Drummer performs a flourish and stops drumming. The troops halt. Moray and MORAY'S SECOND ride forward to prevent the cattle from blocking the bridge.The four Drovers ignore his shouts and, as Moray and Moray's Second reach the East Bank, the cattle flow around them, blocking the bridge and stranding Moray and Moray's Second on the East Bank. As the herd of cattle flow across the bridge, the first of three loud, slow drumbeats is heard. At the first beat, the Rebel Army stutter forward. Mistaking the drumbeat for his Rebel Drummer--But the drum beat comes from JAMES MACDONALD, Mary's drummer, who stands by MARY above the track. With the second, slow drumbeat, the Rebel Drummer looks around. It's not him. Where is it coming from? He panics, throwing off his drum to aid his retreat. The panic is beginning to spread. What's going on? This is an ambush. The third beat coincides with an order from Moray's Second--Mid-shout, he is unhorsed by a DROVER, who swings at him with his droving stick. Mary's men fall from above. It is a Highland charge. Deadly, simple, they stream down the hill from where MARY commands them, driving Moray's men into the river. Moray's men try to mount their heavy muskets and take aim but the Mary's men are upon them. URIE CAMPBELL and HECTOR MACLEAN charge down the hill, Urie spots a musket take aim at Hector and pushes him out of the way, they both slip down the slope, avoiding the musket fire, find their feet and charge onwards. Moray's men are hit hard from Mary's side and driven into the river. Escaping to the East Bank, they are met by more of Mary's men, who have lain in wait, anticipating the men in the river. Marooned on the bridge, in the midst of Highland cattle, Moray looks from side to side of the bridge and sees his soldiers and their heavy equipment being lost and slaughtered in the river. He sees his precious guns and powder floating and MORAY tries to hack his way out of the cattle, attempting to get back to his side. Seeing Moray slashing his way through the Highland cattle, Bothwell leaves Mary's side. Moray arrives back at the West Bank, just to find his army deserting up the road away from him. He is confronted by Bothwell, charging down the track towards Moray. As Bothwell streams through the retreating soldiers, he dispatches three men, slicing through them. Moray panics, his trembling hands trying to load his gun. Back to Bothwell riding him down. In his panic Moray drops his gun, Bothwell is seconds from him. Just before impact, Mary raises her hand. A bugle gives Bothwell the instruction to halt. Bothwell pulls up, nose to nose with Moray. Moray sees Mary on her mound, realising that she has masterminded the whole ambush. He looks back to Bothwell, who backs away, ushering Moray down the track to his retreat. In the river, we see Moray's drum floating towards us as his men flee. Moray rears his horse with one last look to Mary, then gallops away in flight with his men. On Mary. She does not need to slaughter her brother or give chase. She has accomplished what she needs to.

Mary rides triumphantly at the head of her column, glowing from her victory. Down the line, Soldier #3 leads a Gaelic chant. A rough and lovely song of praise. The whole troop joins in. Mary glances over at Darnley, who is waving back, accepting their affirmation.

Mary is being undressed by the Four Marys. They're almost finished when there is a knock at the door. It opens, revealing Darnley. He's visibly inebriated.Mary nods to the Four Marys, who quickly exit. They close the door behind them.She goes to him - all business - and begins to unbutton the fly on his breeches.She slides her hand in and begins to stroke him. He pulls away. She places a hand on his chest. Gently--He does. She continues to stroke.He opens his eyes, furious. Slaps her hard in the face. She reels, placing a hand to her cheek. He gets up and grabs her by the wrist. Pulls her over to the bed and bends her over, pressing her face down into the sheets. While he's holding her down he begins to jerk himself, to get himself hard enough. Mary does not struggle. She wants a child, whatever she must endure to produce one. Sufficiently hard, Darnley pushes up Mary's gown and begins to forcibly take her from behind. Mary winces. It's painful. It's degrading. But she knows it will be over soon. And it is - in less than 30 seconds. Darnley grunts with his climax, then stumbles out of the room. On Mary, trying to hold back tears. It was awful, but she achieved what she wanted to. She climbs onto the bed and lays down on her back. Pulls her knees up to her chest. A few moments later the Four Marys re-enter. They see from Mary's position that the deed is done.The Four Marys kneel around the bed and lower their heads in prayer. During which we begin to hear a PRIEST'S voice from the high Latin mass...

TIGHT on the Priest swinging an incense thurible--The Latin continues as we watch the coloured light through the stained glass windows traverse the floor in time-lapse. CUT TO TIGHT on the thurible as it swings. CUT TO TIGHT through a clear pane in the window, we watch a flower bloom in time-lapse. CUT TO Darnley kneeling before the altar as the Priest conducts the mass.The Priest hands the thurible to an ALTAR BOY. Turns to Darnley.Darnley looks behind him. The rest of the chapel is empty. Abruptly he stands up and heads for the exit.

Accendat in nobis Dominus ignem sui amoris, et flamma aeternae caritatis. Amen.

Tight on Mary's face as we hear Darnley pounding on the door. From outside we hear--The pounding does not stop. We PULL BACK to see her laying on the bed beneath the covers. Rizzio is sitting by her side, holding her hand. She's trying to ignore the pounding but it won't stop. She turns to Rizzio--Rizzio goes the door. Undoes the bolt and opens it. Darnley is surprised to see him.He brushes past Rizzio and goes to the bed. Rizzio and the ladies exit.Mary closes her eyes. She doesn't want to be dealing with this. Darnley goes over to the seat where Rizzio was sitting. A gentler tack, with a much softer tone.Mary does not respond. Darnley gets anxious.She still stays nothing. He pulls back the covers and places his hand on her stomach. She's clearly showing - now five months pregnant.Darnley cannot check his temper any longer--Mary doesn't respond.We see fury in his eyes. But he needs her, so he has to dampen his rage.

Darnley sits at the head table, an empty seat next to him, dejected. The other guests are talking amongst themselves. Then a hush. Heads swiveling. Everyone stands and turns to the main door. Mary's ladies stand behind her. She looks resplendent. A warm smile, her face glowing with forthcoming motherhood. Her dress is equally stunning. There is no effort to hide the bump in her belly. As she makes her way to the head table the guests murmur to each other, presumably about her pregnancy. She takes her place at Darnley's side but remains standing to address the guests. With infectious charm--Laughter and applause among the guests.She takes Darnley's hand and smiles. He forces a smile in return. This is all for show.The addition of "England" is provocative. People begin to applaud, although some are too jolted to do so. We pop to Randolph, who turns to Maitland with shock.Maitland has a point. More reflectively--They look back toward Mary as the applause dies down. Darnley helps Mary into her chair, almost as if he's a servant. He glances to his father, Lennox.

Elizabeth stares at a mare on the ground, a newborn foal laying beside her. A STABLE HAND is stroking the foal.Elizabeth kneels down and pets the foal. It attempts to lift its head but is still weak. A smile on Elizabeth's face.

Cecil and Elizabeth walking.Which is the closest he comes to an apology. She does not reply. Then calmly, but insistent--Cecil looks puzzled and disturbed. He cannot decipher her meaning, but he doesn't like the tone of it--But Elizabeth is distracted by the sound of braying. She stops to look at the mare and the foal in the distance with the Stable Hand. The foal is already on its feet, if wobbly.She tilts her face to the sun. Cecil is perplexed. She begins to walk toward the mare and foal.Cecil watches her go for a few moments, perplexed, then turns and walks toward the palace. Elizabeth nears the horses, then stops, watching the foal suckle from its mother. She squints from the sun and raises a hand to shield her eyes. Notices her own shadow. Looks down at it. Turns so that the shadow is in profile. Lowers her arms and pulls the front hem of her dress so that the shadow shows a bulge where her stomach is. Considers this silhouette for a moment, then drops the dress. She smooths the fabric flat.

Mary is in a basin, receiving a bath. She is wearing a bathing gown in the water, as is custom. The Four Marys attend to her, wiping her neck and arms with damp cloths. Her belly rises just above the waterline like a dome.The women laugh.She lets the name echo in her head. She likes it. Then--The women look at the dome of her belly poking above the water. There are small ripples across the surface from the baby kicking. All five women stare in fascination. PRELAP: The sound of HOOVES as we go TIGHT on the ripples.

The room is small and cramped. A cot, a simple desk and chair and no more. Moray, only in his shirt, looks out a window at something below, although we're on him instead of what he sees. He proceeds to put on his doublet to make himself more presentable as we hear footfalls coming up rickety stairs. A knock at the door. Moray opens it a crack to verify who it is, then lets the visitor enter. It's a man in a hooded cloak. He pulls out a chair for the man, who removes his hood, revealing Lennox.Moray ignores the slight. Sits down on the edge of the cot. Lennox sits across.Moray reaches over to the desk and picks up a small plate covered with ashes--Dumps into the ground at Lennox's feet.As Lennox brushes some of the stray ash off his stockings--Lennox looks back up - meets Moray's eye with frosty shrewdness--

Maitland and Lennox address Darnley, who is staring into his fireplace at the flames, drinking from a goblet.Darnley fetches a carafe to refill his goblet.Darnley sets down the goblet, turns to Maitland.Darnley pales at the accusation. Lennox goes in for the kill, his impatience giving force to his voice--Maitland picks up a quill and holds it out to Darnley.Darnley takes the quill and dips it in the inkwell, then bends over a parchment on the writing desk.

The Conspirators head single file up the spiral stairs to the Queen's Chamber, Darnley and Lennox amongst them. Lennox looks sure of himself. Darnley looks hesitant.

Mary, Rizzio, Seton and Fleming are playing cards in the small dining closet attached to the main room. TIGHT on the table as Rizzio lays down a jack of clubs. Mary lays down a king on top of Rizzio's jack. Takes the trump with a smile. Rizzio shakes his head, smiling too--But she's interrupted by the sound of a door bursting open in the main chamber, followed by the sound of boots. Before she can even rise, Conspirators are pouring into the room. Maitland spies Rizzio in the dining cabinet.Mary is standing now. Steps in front of Rizzio as Darnley and Lennox appear in the doorway.And the two Lords lunge with daggers, attempting to reach around Mary to stab Rizzio. The women scream. Mary is shocked at the sight of the weapons.Lennox grabs Mary and pushes her toward Darnley.Darnley seems stunned himself, but pulls her out of the room. Maitland, trying to set her at ease--He glances at Darnley as he says this. Mary glares at him. The King? Darnley is pale and shaking. This is more than he can take. Fleming is horrified that her lover has anything to do with this. Moving toward Maitland--Two Conspirators make their way toward Rizzio. Fleming tries to get in the way of them, but Maitland grabs her by the wrist and yanks her aside. She falls to the ground. Rizzio cowers, begging for mercy, but the Conspirators yank him out of the room. As he's being dragged across the chamber Mary rushes forward--But one of the Conspirators holds a pistol up to her, cocked at her belly, where her unborn child lies. Then she hears a moan. Looks over to see the melee by the main door. Conspirators stabbing Rizzio relentlessly. The Conspirators step aside, revealing a bloodied Rizzio on the ground, his near lifeless eyes still open, labored breaths coming from his riddled chest. He looks to Mary. She wants to go to him, but still has the pistol pointed at her.Darnley is overcome with fear himself, and sickened by the bloody body before him. But he manages to pull out his dagger and take a few steps toward Rizzio before stopping.Lennox has no more patience for his son's timidity. He grabs Darnley by the wrist and drags him over to Rizzio, then drives Darnley's knife-laden hand into Rizzio to deal the final blow. Darnley lets go of the dagger, horrified. It remains in Rizzio's chest. On Mary now, breaks into sobs as she sinks to her knees.

Bothwell gallops away from Edinburgh - alone on his horse, no accompaniment - fleeing for his life. He glances back as he rides, making sure he's not being followed.

Silence except for a swishing sound... Mary and Darnley sit on opposite sides of the room, still both in shock. Mary's tears are gone, but her eyes are still red, and she's made still by an oppressive numbness. We CUT TO the source of the swishing sound. Kate is scrubbing the floor where Rizzio's corpse was. A Guard is standing near her, keeping his eyes on Mary. Kate finishes. Wipes her brow, and exits with the scrub brush and bucket. Back on Darnley, who glances over at Mary. She seems to be staring beyond the walls into a bleak and uncertain future.Maitland, hearing the hot exchange from the adjacent chamber, looks inside to see what's happening.As much for Maitland's benefit as Darnley's--This stings Darnley to the core. He stands, mustering all the authority he can.During which an Attendant enters, whispers to Maitland. Maitland turns to Darnley.Darnley turns to him, processing. Mary takes note. Darnley turns back to Mary, his fury rising--It's a blow for Mary - the depth of the treachery.He looks around for a bottle of something. Heads into the small dining closet. So as not to be heard--A beat. Then Maitland exits, closing the door behind himself. Upon hearing the door close, Darnley re-enters the main bedroom. Seeing Maitland gone--She gets up from the chair, then sways, seeming off-balance. Darnley heads over to lend her an arm.She takes his arm as they head to the bed.

Moray enters the gate on horseback flanked by two armed GUARDS. Maitland hurriedly approaches as he dismounts. They exchange a few words. Moray walks with brisk urgency toward the entrance, Maitland close behind.

Moray and Maitland enter to find Mary on the bed, clutching her stomach, moaning in pain. Darnley is beside her, with the four Marys and Kate.Mary looks over at Moray - surprised to see him...Mary grips Darnley's arm, gritting her teeth in pain.Moray reluctantly exits.And Darnley exits too. As soon as the door is shut, Mary sits up, completely fine. Moray was right. She feigned. In whispers to the women--Fleming nods. Mary gets up and retrieves a gold, jewel- encrusted cross from her personal altar. Heads to the desk and retrieves a letter opener.Fleming begins to moan as Mary was. Meanwhile Mary starts to pry the sapphire loose with the opener.

Seton scurries across the courtyard and approaches the Guard standing sentry at the gate.Seton removes a sealed parchment from the folds of her dress and holds it out for the Guard.Seton slips her fingers into her pocket and pulls out the sapphire from the cross. Places it in the Guard's hand. He marvels at it. Seton then gives him the letter.

Mary and Darnley in bed. She is in her night clothes now, looking spent. Darnley still has his arms wrapped around her. They talk quietly, with their eyes closed, like lovers.He grips her tighter, pulling her close. He runs a palm across her belly. A pause. Then--She knows it's an utter lie, but she offers compassion--A beat as she lets this settle in, Then--She lets this sink in for him. Then--Darnley doesn't answer. Mary presses, gingerly.She places her hand on the one he has on her belly.

Darnley with Maitland, Moray and Lennox.And Darnley exits. Moray and Maitland exchange an exasperated glance.

The Council is assembled. Among them Cecil and Dudley. Silence. They wait patiently for Elizabeth. It feels as though they have been there for a long while. Eventually Dudley stands up--

Two Ladies hold up Elizabeth's finished quilling design. Elizabeth examines it, Bess at her side. Elizabeth is not pleased with it. She points to a corner where we see an interplay of leaves and flowers.From Bess's expression we can tell she has no idea what Elizabeth is talking about. A knock. They all turn. The door opens, revealing Dudley.She points to the quilling.Dudley is surprised and shaken by the outburst, but he knows Elizabeth well enough not to press her.He exits. Elizabeth turns back to Bess and her Ladies, who are as surprised as Dudley was. Regarding the quilling--The Ladies stand motionless. Not sure if she means it.They take the quilling to the fireplace and lay it within the flames. TIGHT on the carefully constructed flowers charring and uncurling from the heat.

Mary and Darnley enter. We see scores of soldiers. Darnley was not expecting this and we can read it on his face. As the two enter, a command is given and the soldiers all turn to stand at attention. Darnley sees Bothwell, fully armored. Turns to Mary...By now Bothwell has approached with two Guards.Darnley looks back at Mary.Darnley's shocked by the betrayal.

Moray, Maitland, Knox and Lennox are met.Moray's pessimism surprises them all.

Moray and Maitland are being escorted down the hall to the Receiving Room by Bothwell and several Guards.

A very pregnant Mary looks over a document. Bothwell to the side. Maitland and Moray glance at each other anxiously as she finishes reading, looks up--Maitland looks to Moray. Moray nods. This can be done.

Mary and Moray walk side by side. There are SOLDIERS camped outside the palace.She looks to him. He isn't sure what to say.He does not answer.Moray turns, overcome with emotion - a rare event for him. Mary touches his arm.He turns back to her, swallowing his tears, clenching his jaw to prevent himself from weeping.She is as moved hearing it, as he is saying it. She takes his hand and kisses it.

WRITING THE LETTER HERSELF Mary rides in the back of a covered wagon with the Four Marys, too pregnant to ride on her own. A few soldiers accompany the wagon. She looks out onto landscape, taking in the stark beauty of her Kingdom. She seems secure - sure of herself - far more so than when she first arrived in Scotland. During which--

TIGHT on a flat blade quilling a strip of paper for a half- finished flower. Unlike before, the flowers are a blend of several coloured papers, giving them a shaded look--The hand with the blade suddenly pauses at this, frozen half- curl.We PULL BACK to see it is Elizabeth, listening as Bess reads the letter to her - although it is still Mary's voice we hear.Elizabeth is visibly moved by this. She sets the blade down.

Mary squats as she is in labor, as children were birthed in her time. Her hair is matted with sweat, her face flushed from pain. Kate and the Four Marys are at her side.As the bloody infant James is brought forth with one final, painful push from Mary--

James - wiped clean, fast asleep - is being swaddled.The exhausted but smiling Mary on her bed as the swaddled baby is placed into her arms for the first time.

Elizabeth rides in a circle around the corral, holding the reins of a second horse - the foal (now a pony) - training it to be comfortable with a bridle.TIME CUT TO Elizabeth helping to remove the bridle and then petting the horse for having done well.

Mary is seated in the corner, breast-feeding her infant, a warm, glowing maternal smile on her face as she looks down at the suckling child. The Four Marys are present. A knock at the door. Fleming heads to answer the door as Seton retrieves a linen shawl to cover Mary's breast as the child continues to feed. Once covered, Mary nods to Fleming, who opens the door, revealing Darnley and Bothwell. Darnley looks meek, and the worse for wear.Darnley goes over. Bothwell averts his eyes so as not to see the Queen in undress. Darnley looks down on the child. Attempts to stroke his cheek. But as soon as he does, the child begins to cry.But the child keeps crying. Beaton comes over. Mary hands the child off to her. Beaton rocks the child back and forth as Mary pulls the shawl over herself.Mary, calm and direct--A beat - Darnley comprehends the implication of her words.Mary points to a document on her desk.Darnley goes over to it. Looks down. He's caught, momentarily frozen. But the inveterate liar that he is, he retorts with--As he approaches her, desperate--But Bothwell steps in between and grabs his arm.But Bothwell does not. He looks to Mary again, almost childlike--Beaton brings the child over to Darnley. Darnley tries to touch the child's face again, but it only wails louder. The possibility that this may be the last time he ever sees James gets to Darnley. He begins to weep. To Mary--She takes the child from Beaton. As she begins to rock him, he stops crying.Bothwell approaches Darnley and takes his arm. But he won't be man-handled again. He wrests his arm away, and with the last bit of dignity he can muster, he exits on his own, Bothwell following. On Mary - rocking the child in her arms as she watches Darnley and Bothwell exit.

Mary's assembled Council - including Moray, Maitland and Bothwell - stand when she enters. TIME CUT to everyone seating, mid-conversation--

Elizabeth's council similarly gathered.Randolph, chin high, trying to maintain as much dignity as possible--

Her command of the room is total. Then, with a softer tone--As Mary stands, the Lords begin to stand and--

Nobles are exiting the Receiving Hall. Maitland and others are in a small conspiratorial group. As Moray passes--He ignores them and keeps walking. Maitland is surprised. Bothwell emerges. Maitland turns his attention to Bothwell--Bothwell is sceptical but intrigued. The circle opens to him.

THREE YEAR OLD JAMES sees something in the ashes of the fireplace and teeters towards it.

The hooded men place the barrels in the center of the cellar, their work lit by a single lantern. One of them opens one of the barrels and scoops a pile of dark powder into his hand. Begins to lay a trail of the powder back toward the door.

At the cellar's entrance one of the hooded figures lowers the candle and lights the trail of powder. It begins to burn towards the barrel as the men hastily exit.

A half-dressed Darnley and a naked YOUNG MAN seated at a table, both drunk. They reach for the bottle at the same time, knocking the bottle off the table and breaking a glass.

JAMES finds a DEAD BIRD in the ashes of the fire grate and reaches towards it.

Darnley tries to pick up the glass but cuts himself in the process. Winces in pain. Looks for a piece of cloth to wrap his finger in.

Mary hurries over to James and lifts him up and away from the carrion. Rubs his hands clean with the hem of her dress.

Darnley is wrapping his finger with his shirt tail, trying to stem the blood he bends down to pick up the bottle when-- BOOM with a FLASH that fills the screen, an explosion rocks the room. Darnley and the naked YOUNG MAN is hit by the brunt of the explosion. A tapestry is blown from the wall across the room, onto Darnley bending over on the floor.

Mary bolts up in bed, awakened from the sound. The Four Marys are stirred awake too. James is standing in his crib, crying.

FLAMES whooshing from the blown out window, engulfing the house.

DARNLEY splutters awake in the burning building. He grabs the tapestry and, using it to cover himself, runs from the building.

CUT TO the Hooded figures, watching this from afar. CUT TO their POV and we see Darnley, stumbling from the house. Wrapped in the smoking tapestry. CUT TO the Hooded Men walking briskly toward him. One of the Hooded Men bends down and, using the cord of the smoking tapestry throttles Darnley. His eyes bulge in fear as the life is choked out of him.

Mary is sitting at one of the tables, cradling James, who is fast asleep. The Four Marys are with her. There are half a dozen Guards in the room. Bothwell enters. He sits down across from her. Gently--Off Mary's puzzled look--Bothwell gives her a sympathetic look which confirms this. Mary breaks into sobs. James wakes up, troubled by his mother's tears. Seton comes over and takes the child from her, who has begun to cry himself.

The sky gray with pre-dawn light. Mary's final few trunks are being loaded onto a wagon. Mary is kneeling before James, holding his hands to help him stand. Seton awaits on a horse. Bothwell is with them. She's saying good-bye, and it's hard.The child stares blankly at her. She lifts the child up to Seton. The child looks as though he might cry. Mary takes his foot and shakes it. His would-be tears morph into giggles.And she tenderly kisses his foot. Then nods to Seton, trying to remain strong in her farewell. Seton begins to trot out of the gate, accompanied by two SOLDIERS on horseback. Mary watches them go for a moment, in an impenetrable daze, lost in her thoughts, oblivious to all else. Bothwell places a hand on her shoulder. Then leads her toward her own horse and the wagon where the three other Marys are already seated, cloaks on, ready for the journey.

Mary, Bothwell and the Royal Entourage approach the castle - a gloomy, militaristic seaside edifice.

Mary is being undressed by her ladies. They have only removed her outer sleeves when the door opens, revealing Bothwell. He turns away so as not to see her unsleeved arms.The ladies move to re-attach her sleeves but Mary declines--She nods to the Marys. They file out past Bothwell, still turned from her as he shuts the door behind them.He turns to her. He looks nervous. It's unlike him.Bothwell hesitates, then finding his confidence, launches in--And now she's beginning to connect the dots--Bothwell simply stares at her.He moves toward her. She skirts around him and heads for the door, but he grabs her by the wrist. He pushes her onto the bed and holds her down.Mary resists.He lets go. She sits up, overcome with sobs. Bothwell goes to the door and opens it. To the three Marys in the hall--They enter, bewildered and concerned to see Mary in tears.They look to Mary. She is wiping her tears away now. TIME CUT TO-- Bothwell grunting over her. Perfunctory. Mary expressionless, trying to block out what is happening. A POP to the three Marys outside the draped bed, fighting back their own tears as they hear Bothwell within, forcing himself upon their mistress.

Knox stands before his congregation as we saw him earlier in the film. But now the room is doubly packed, people spilling outside and lining the walls. And far more COMMONERS than we saw the first time. Knox is really worked up.We CUT TO the face of the commoners, rapt by the sermon, a bubbling anger in their eyes.The crowd, whipped into a fervor, yells in approval. Others start chanting "Death to the whore!" We hear their yells and chants continue as--

Mary and Bothwell at the altar of the chapel, the Bishop presiding. Maitland and Moray are in attendance. TIME CUT TO Bothwell placing the rings on Mary's hand. They kneel and the Bishop blesses them both, then begins to pray. This may be INTERCUT with the scene 154, adding a layer of the priests chanting in the wedding portion.

Elizabeth and Dudley on her bed, the drapes drawn for privacy. They are clothed. Her head is in his lap as he strokes her hair. It's very quiet and intimate.She does not respond.

Maitland and Moray sit across a table from Mary and Bothwell. There is no food. Only the bare table top and the solemnity of the conversation. Moray hates every moment of this. Bothwell is furious. To Maitland and Moray.They do not answer.While Bothwell is shocked, Mary is not. Looking Moray straight in the eye.Moray, ashamed, looks down at his hands.Bothwell looks tortured, having been played.She turns back to Maitland.Maitland has reached the end of his patience.Mary is shocked by his blood-lust. Looks to Moray--Maitland gets up and heads for the door. Moray remains seated. Maitland turns back, waiting for him. Moray, with true supplication, not wanting further conflict--A glimmer of hope on Moray's face. Is she bending? But Mary only allows her self-doubt to linger for a moment.More lamentable than defiant--Moray nods, disappointed. He understands and cannot fault her. He stands and makes his way towards the door. Bothwell moves his hand on top of Mary's. She pulls hers away. She cannot be comforted, certainly not by him.

Mary is with the three remaining Marys at the cliff's edge overlooking the ocean. She and Fleming are at the fore, Livingston and Beaton several yards behind. The waves are crashing below. In French--And now Fleming gestures to the land instead of the ocean--Now Mary turns her back on the sea to gaze on the land--We begin to hear the sound of BAGPIPES--

James - five years old now - is running forward, much more able on his feet than when we saw him last. He's darting toward something he sees on the cobblestones. Seton is following him at a leisurely pace several yards behind. James arrives at his destination and crouches down - it's a musket ball wedged between two cobblestones. He picks it up and stares at it, fascinated. He starts to lick the musket ball. Seton scurries forward.She takes the musket ball out of his hand.He sees another one. Runs over and picks it up. Then another. Picks that one up too. Seton follows. As he rounds the corner he sees a PLATOON of troops mustering. A QUARTERMASTER is handing out musket balls to troops from a bucket, which they are placing in pouches. A PIPER plays during all of this. Seton comes up alongside James, who is staring at the troops with as much fascination as he did the musket ball.James looks up at Seton, not fully understanding. PRELAP: the SOUND of a MASSIVE BATTLE - screams, yells, the clanking and clashing of arms, then CUT TO--

KNOX stands before congregation. We see images of Mary and Moray preparing for battle.

MARY alone at prayer. Bothwell, unnoticed is behind her. He watches her and leaves.

MORAY at prayer with his soldiers on the eve of battle. It is a huge and well-armed force.YOUNG JAMES I has crept into the church and is watching Moray through the soldiers' legs.

Hear our prayer for those men, who do as God commands them to do... ...not that which seems good in their own eyes.

Our prayers will be heard. But those Catholic traitors who fight with her, speak into the void.

VERY TIGHT on HECTOR - THE HIGHLANDER - the one who Mary spoke to. His entire face fills the screen. We see nothing else. It is streaked with mud and caked blood. He is on his back. Fallen. We can hear the battle surrounding him on all sides, CLAMORING and FIERCE, but see NOTHING of it, only his face. He gurgles fresh blood from his mouth. The sound of the battle starts to FADE as we push into his eyes, replaced only by the sound of his strained breathing. As we push CLOSER we hear his voice, in SCOTTISH GAELIC, struggling to recite "Hail Mary"--We CUT TO his POV - straight up. Nothing but the sky fills the frame--CUT TO VERY TIGHT on MARY'S EYES - filled with horror - watching the battle from afar. Only her EYES fill the frame, slowly pulling out to see the despair on her face--CUT BACK TO the SKY, as it fades to BLACK-- ...a nis, agus aig uair ar bàis. And just before it reaches total black, we hear hear the last, shallow breath of the Hector.

Tha an Tighearna maille riut. Is beannaichte thu am measg nam mnà...

...agus beannaichte toradh do bhronn, Iosa. A Naoimh Mhoire, Mhathair Dhè, guidh air ar son ne na peacaich...

A CONTINUATION of Scene 161. On James looking at the gate as Moray enters on horseback, flanked by two CALVARYMEN also on horseback. He is muddy from the battle. Sees the troops mustering. All activity stops and they stand at attention as he slowly rides in. To a CAPTAIN overseeing the Quartermaster- -The Captain stares at him blankly. In anger, mixed with his own shame and fatigue--There's nothing euphoric about this victory. The Captain immediately forms the troops to march out of the courtyard. During which Moray sees James and Seton. He dismounts and approaches the child as he takes his gloves off. Seton looks concerned.He crouches down to eye-level with James. Places his hand over the child's heart.Then he lifts the child up - and holding him so he's now at the eye-level of a grown man--

Pre-dawn light. The FISHERMAN preparing a rowboat for the journey across. Two of Mary's ESCORTS are with her. As the Fisherman sets to unfurling the sail, Mary gazes out across the water at a thin ribbon of land on the horizon--She stares into the distance a moment longer, then heads over to the rowboat. The Fisherman and the Escorts help her board.

TIGHT on Elizabeth, trying on a wig - bright red. Looking into a hand mirror that Bess is holding up for her.One of her Ladies removes the current wig as Bess retrieves the second one and helps Elizabeth put it on. Then holds the mirror up to her again. Elizabeth takes the mirror herself so she can see it from all angles.Elizabeth tilts the mirror and in it sees Cecil in the doorway. As Cecil steps into the room so he can face her--Elizabeth turns to him, offended. He has struck a nerve.Cecil is smart enough not to challenge the rebuke. He bows in submission and exits. Elizabeth picks up the mirror and inspects the wig once more.

A small cottage in a clearing surrounded by woods. The Attache is out front, keeping guard. He hears dogs barking in the distance.

Mary is at a small window, looking out.Mary steps away from the window and the Attache shutters it. A moment later Bess enters. Eyes Mary for a moment, then turns to the attache.On Mary, full of anticipation at hearing this. Then Bess whispers something into the attache's ear. He turns to Mary--He leads her to the rear, hidden by washing hanging from the rafters, out of sight from the front of the room.

The CAPTAIN helps Elizabeth off her horse. So as to be heard by the rest in the hunting party--Elizabeth makes her way toward the cottage alone.

Elizabeth enters. Looks around the main room and sees Bess and the Attache. He bows.They silently retreat to another portion of the cottage, leaving Elizabeth alone. She does not move. BACK TO Mary, leaning forward, tempted to get up and meet her, but remaining where she is as instructed. BACK TO Elizabeth, her heart is pounding too. She takes several steps forward. CUT TO Mary as footfalls draw near, floorboards creaking. Then they stop. Mary listens for a moment, still, should she say something? CUT BACK TO Elizabeth, frozen. She is building the courage to confront Mary. BACK TO Mary--And we INTERCUT between the two, in separate spaces, hearing but not seeing each other.Elizabeth swallows her anxiety and steadies herself. Louder--Mary desperately wants to go to her but holds back. She doesn't want to do anything to offend Elizabeth.She waits for Elizabeth to respond, but she does not. Mary takes a step closer.But she stops short of revealing herself.They are so close, but still cannot see each other.Elizabeth does not have an answer.Elizabeth is frozen. Mary waits, but with no response, steps into the same space as Elizabeth. As she does Elizabeth turns, so her back is to Mary. Elizabeth brings her fingers to the side of her wig, making sure there are no underlaying locks out of place.Mary gazes at Elizabeth's back.Elizabeth still has her back to Mary--On Elizabeth, closing her eyes. She can guess what is to come next, and it is a difficult matter. Mary takes a few steps closer to her--No answer from Elizabeth.But she decides not to finish the sentence. Mary waits, then--Elizabeth turns and they take each other in for the first time. We see pride and humility on both their faces, anger and love, compassion and antagonism - a kaleidoscope of contradictions. Then, eventually--Mary cannot contain her emotion any longer, her frustration and anger and sorrow and despair rise up.Elizabeth is stunned by the comment.Elizabeth brings a hand to her wig--She takes off the wig and stares at it as--She looks up at Mary--She tosses the wig onto the dining table. Mary is shaken, but tries to maintain her dignity. Chin held high.That is the final straw. Elizabeth goes to the door leading to the kitchen and opens it. Both Bess and the Attache stand. As Elizabeth goes to the door Bess glances over at Mary, who glares back at her, defiant.

As Elizabeth approaches the hunting party, she forces a smile for show. Everyone starts to mount their horses. Elizabeth, in hushed tones to the CAPTAIN as he lifts her to her saddle--

TIGHT on a hand reaching into a small bucket of musket balls, grabbing one and placing it into another's hand. We PULL BACK to see it has been given by a SCOTTISH COLONEL to a YOUNG MAN, only 20-years old. The Young Man places the ball into the barrel of the musket, then pushes it down with a rod. He lifts the musket to his shoulder and takes aim at a straw target placed on the other side of the courtyard. Pulls the trigger and fires the weapon, hitting his mark.As the Colonel retrieves another musket ball, an ATTENDANT approaches with a folded parchment.The Young Man looks over.

Alone, the Young Man reads the letter, the expanse of the valley below. We hear Elizabeth's voice, much older and deeper now--And now we realise that the young man is James. We REPRISE PORTIONS OF THE FOOTAGE from the beginning of the film - where we only see Mary from behind - but now with Elizabeth's letter overlaid.

My dear cousin, I write to you of your mother, whose care you have entrusted to us these many years...

She is on her knees in prayer, joined by her CHAMBERMAIDS, facing the door.The heavy door pivots open, revealing Andrews. He bows his head, then, with solemnity and respect--

Elizabeth walks toward us, looking the age we saw her last.Elizabeth rounds the corner and we see her appear on the other side, she is 10 years older - more make-up, a brighter wig, her dress more regal--A double set of doors are opened for her and as we see her pass through she is another 5 years older, more gaunt, her dress even more elaborate and severe--Another set of double doors. And this time as she passes through we see her finally at age 54, the year of Mary's execution. She almost looks inhuman - thick make up hiding wrinkles, a fiery wig, massive collar and ornate dress. She has entered the Privy Council Chamber---

On James, tears welling in his eyes as he looks out over the valley...

As an aged Cecil places a document before Elizabeth - the warrant for Mary's execution - she stares directly at us, stoic, an old woman lost in a memory--

Mary approaches the Great Hall as she did at the beginning, but now we are in front of her instead of behind her, and she is the young, resplendent Queen Elizabeth imagines--

The vast room is filled with a hundred spectators. The wooden stage. Soldiers to the side. The crowd parts to make room for Mary and her procession as they enter. The spectators look upon her with silent awe and fascination as she heads directly for the stage, mounts the steps to the platform where two MASKED MEN stand waiting for her. One of them offers her a small stool on which to sit. TIME CUT TO-- TIGHT on Mary as The Clerk of Elizabeth's Privy Council, ROBERT BEALE - reads the warrant--He continues on after the word "Scotland" but his voice fades out as Mary begins to speak, directly to the camera, in a quiet, intimate voice.We CUT TO Bull - the Executioner - who bows his head in supplication--Bull gestures to a cushion before her in front of the block. Mary kneels and begins to pray, head bowed, eyes closed--Her Latin prayer fades as it is replaced my Mary's V.O.Mary's eyes open as Bull places his hand on Mary's shoulder. We hear the steady drone of a single bag pipe.

James, in full regal attire, sitting on Elizabeth's throne, crown atop his head, scepter in hand, staring straight into the camera--A flourish of notes from the bag pipe.

Bull gently guides her head to the chopping block. We are TIGHT on her face as we see the frescoed ceiling beyond it. She is trying to keep calm but she is breathing fast now, pulse racing in her final few moments. The axe will fall any second. To us, in a whisper as the pipes play--A deep intake of air, the pipes growing even louder. A slow exhale. The briefest flash of calm. BLACKOUT. SILENCE.

Film opens with prologue title : `` This is a true story . The screenplay is based on court testimony , sworn declarations , and hundreds of interviews conducted by the film - makers '' . Fade out . Fade in to second prologue title : `` Some of the innocent characters ' names have been changed in the interests of a larger truth '' . Fade out . Fade in to final prologue title : `` No one involved in the crimes received any form of financial compensation '' . Fade out .

Establishing shot of upper - middle class suburban home . We hear on the soundtrack the daily morning chatter of a family rushing to get to work and school . Subtitle appears : `` 2815 Calverton Court . The Sutphin Family '' . Fade out . Second subtitle fades in : `` Friday , September 18th , 1992 . 7:08 am '' . Fade out .

MOM , BEVERLY , a trim , fortyish , pretty Betty Crocker of the 90 's , grabs the toast as it pops up and butters it . She waves cheerfully out the kitchen window to the passing GARBAGEMEN on the back of a Baltimore County garbage truck and then turns to her husband and children and expertly begins to serve breakfast . DAD , EUGENE , the ultimate nice guy and a dentist by trade , divides the morning paper up between himself and son CHIP , a cute semi - hip kid who is still in high - school . Daughter , MISTY , a pretty and slightly overweight college student , frantically prices the junk she plans on selling at the flea market after classes while gulping down a light breakfast .MOM smiles kindly , picks up a box of cereal in each hand and turns to the family .Title `` SERIAL MOM '' appears on the screen .As MOM serves the cereal , she spots a lone fly as it lands on the butter dish . Without letting on to her family , she grabs a flyswatter and begins stalking the fly with a terrifying intensity , its buzzing enough to make MOM 's head explode .MOM stalks fly as it lands on CHIP 's toast as the rest of the family remains oblivious to MOM 's building anger .A sickened and rage - filled MOM stalks the fly to DAD 's orange juice glass where it secretes on the rim in closeup .MOM swats violently and we see fly splat in bloody closeup . -LRB- `` Directed by John Waters '' credit appears -RRB- . Family is suddenly silent as they uneasily look up in surprise at MOM 's ferocious attack . MOM quickly wipes up squashed fly and smiles back at her family .END OF CREDITS . A loud banging is heard on the back door . MOM jumps up guiltily .MOM opens door to two police detectives in plain clothes . DETECTIVE MOORE is younger and more rugged than the older more world - weary DETECTIVE BRADFORD .Subtitle appears `` 7:26 am '' and then fades out .MOM and DAD open note . In cut - out letters from a magazine it reads : `` I 'LL GET YOU PUSSY FACE ! ''CHIP and MISTY roll their eyes in embarrassment as bird calls back to MOM .DAD smiles proudly as detectives look at MOM in amazement .

He's cu - uuute! Hey, Dad, did you ever see `` Henry, Portrait of a Serial Killer?''

And all that gore better had n't be interfering with your schoolwork.

Well, your mother's going to PTA today. We'll see what your teacher has to say.

Do n't say the word `` hate'', honey. `` Hate'' is a very serious word!

Det. Bradford, I'm sorry but we do n't allow gum chewing in this house.

We're investigating obscene phone calls and mail threats to a certain Mrs. Dottie Hinkle.

Officers, I've never said the P - word out loud, much less written it down!

Now there's something you should be interested in, detectives. A grown boy who does n't wear his seat belts!

Mrs. Wilson from the telephone company. I understand you're having problems with obscene calls.

Just the damn cable TV company. You know how they are. Did you hear about Dottie Hinkle?

No, he did not! We are a loving supportive family, Mr. Stubbins.

You kids. Now Birdie, I want you to have a cookie and then run along home.

No `` but mom'' for you, young man. Mr. Stubbins seems to think these silly movies are interfering with your studies.

Chip, honey. I know it's hard being a teenager but I understand. I'm your mother and I love you.

Can we watch that scene again? You know, where he rips out her heart?

Misty, if you want to lose weight go ahead, but do it for yourself, not for some boy you barely know.

I've identified every little birdie we're going to watch tomorrow on the Eastern Shore.

There's Dede! He's my favorite chickadee! He's here every morning for breakfast.

Here you go. You work hard for the environment. A little drink never hurt anybody.

I've told her! It takes ninety to one hundred years for a tin can to decompose but she still wo n't recycle.

Dottie did n't mean to be a clumsy ox. She's sorry, Are n't you, Dottie?

And we're going right to the flea market to get another one! Misty tells me there's a whole booth of Franklin Mint stuff. Dottie, you lock up.

Misty, lighten up. It's not the customer's fault Carl stood you up!

. Ai n't no time to grieve And it's Daybreak! Let it shine, shine, shine, All around the world!''

Your honor, I have a motion. I would like to fire my attorney, and defend myself!

I have the right to defend myself, your honor. I've read the lawbooks! `` Ware vs. State, 1964'', and `` Schutte vs. State, 1962''.

So you were n't drunk when you received those alleged obscene phonecalls?

You mean to tell me the day I came over to Mrs. Ackerman's. the day you claim you recognized my voice. you were n't drinking?

Detective Bradford, if I was to look through your trash can, what reading material would I find?

Mrs. Ackerman, when you left me at the flea - market, where did you go?

That was your People magazine with the letters cut out, was n't it?

And those were your scissors found sticking out of Mrs. Sterner's stomach, were n't they?

and perjured against by the very people I thought were my friends.

All I ask is that you have the courage to find me innocent of these terribly untrue charges.

Yummy. Carl says if I lose ten pounds, he'll take me to the University of Maryland Fall Mixer.

Carl makes me happy and that threatens this family, does n't it?

Mother! Did you hear me?! Someone murdered Carl in the mensroom! I saw his dead body!

I'm not kidding. Carl stood me up this morning and then he was murdered at the flea market.

Yes murdered! You said you hated your teacher yesterday and he was murdered too. I do n't know. maybe Mom's nuts!

Dad, I thought it was ok. Make them go away. This is embarrassing.

Get your `` Serial Mom'' T - shirts while they last! $ 19.95 plus tax! Master Card or Visa!

Just be nice to her. And try. just try not to get on her nerves.

It's a cool idea, Misty! Let's make a gore movie about Mom! Better yet, a TV series!

Tell me the truth, Mom! It's ok with me, really! Are you a serial killer?

Mrs. Jensen, I've told you. You have to rewind the tapes before returning them!

You see the sign! It's a dollar fine for not rewinding and this time I'm gon na charge you! $ 2.99 plus one dollar is $ 3.99!

. Well, you tell `` Geraldo'' to go to hell! I do n't care what Jeffrey MacDonald's people got - he's old news! We fly first class or we do n't do the show!

Goodnight, honey. Do n't read late, we've got a big day with the birds tomorrow.

Well, honey, chickadees breed in Alaska, you know. No wonder Dede's hungry. It's a long trip all the way to Baltimore.

Well, Mr. Sterner, if you call my office, I'm sure we can see you Monday.

Detectives, it's time for you to leave. My wife knows nothing about this terrible. accident.

Mr. Sterner, you've lost a tiny filling. I have to drill deeply enough to remove all the decay.

Let's say grace and pray that we have the strength to understand the terrible tragedies of the last few days.

We hope so, son. And no matter what your mother is, we'll love her anyway.

Do n't worry, Beverly. We're going to get you good psychiatric help.

NO COMMENT! PLEASE! My wife is missing! I'm worried sick about her!

Oh, leave her alone. Mrs. Sutphin's about as normal and nice a lady we're ever going to find.

I know this sounds weird, Mr. Sutphin, but the Department of Motor Vehicle's computer shows only one blue station wagon registered to a parent of any of Mr. Stubbins' pupils.

No, they're your wife's. We checked, She bought them down at `` The Browse and Learn Bookshop'' along with a few other titles.

Yes, I did. Scotty Barnhiil was on fire and he fell to his knees in flames.

Did you drive your car to the PTA meeting yesterday, Mrs. Sutphin?

`` Helter Skelter'', `` Hunting Humans'', Master Card reference number 7876. Dated June 5th.

. Sutphin family proceeding west on Seminary Avenue. Beverly ai n't goin' nowhere this time.

She may be Beaver Cleaver's mother. but Jim Jones and the entire People's Temple just fucked her!

`` Time''. `` Newsweek''. My wife gets `` Ladies Home Journal''.

A convertible pulls into driveway driven by CHIP 's best friend , SCOTTY BARNHILL , a handsome but sullen red - necky teen . Next to him is CHIP 's girlfriend , BIRDIE STUART , a sexy tom - boy with lots of savvy . Subtitle appears : `` 7:41 am '' and then fades out .

All exit .SCOTTY guiltily looks up from vintage Betty Page pin - up mag he 's reading and toots horn defiantly in response as MOM grits her teeth .DAD pulls off in his car and almost collides with CARL as he aggressively manoeuvres his car up the driveway . CARL PADGETT , a handsome jock climbs out of his car .MISTY looks hurt .MOM 'S smile freezes on her face as CHIP and BIRDIE hop in SCOTTY 's convertible .SCOTTY gives MOM a hateful look and peels out .

I did n't do it! I swear! Do n't lock me up! I'll take a lie detector!

A Pee Wee Herman Doll. Can you sell it for me at the flea market?

Can I borrow your mother? My aunt is coming over to dinner tonight and she's always on my nerves.

I saw blood! And it's brown! Not red like in horror movies, but brown!

DET. MOORE and DET. BRADFORD sit in their unmarked police car , drinking coffee and filling out police reports .

MOM is sitting on bed , dialing phone with a determined expression on her face . Subtitle appears : `` 9:37 am '' and fades out . In split screen , DOTTIE HINKLE , the harrassed middle aged neighbor , looks at her ringing phone in her living room with suspicion and finally answers .MOM giggles to herself like a little kid and immediately redials the phone .

Yes, I am. I'm sorry Mrs. Wilson. It's driving me crazy. I've changed my number twice already. Please help me!

But. but. she. Rosemary, I heard her voice! It's her, I tell you, IT'S HER!

Not at first, but then I heard the same inflection in a voice at a social gathering and I put two and two together.

ROSEMARY ACKERMAN , MOM 's frumpy , brittle , busy - body next door neighbor , is knocking on door , carrying a sewing basket .

Yes, I did. It's terrifying! The police were at my house this morning.

Dottie Hinkle was right - IT IS BEVERLY SUTPHIN! I tell you I saw blood right on the bottom of her shoes! Not exactly blood - it was GORE! Hanging right there like a runny nose!

Yes! Thirty minutes later it was covered with blood and gore and Carl Padgett was dead!

MOM is laughing to herself listening to ringing phone while MRS. HINKLE , on split - screen , tries not to answer . Finally she lunges for it .

ROSEMARY ACKERMAN walks through kitchen , wipes a finger on window ledge to check for dust and calls out Beverly 's name .

MOM does n't hear MRS. ACKERMAN as she continues her phone conversation with MRS. HINKLE .

MRS. ACKERMAN looks up at huge oil portrait of MOM in ornate frame hanging over couch and calls out Beverly 's name . Hearing muffled voices behind MOM 'S closed bedroom door at the top of the steps , MRS. ACKERMAN begins to creep up the steps .

MRS. ACKERMAN hears muffled shouts and reaches for door handle .

MRS. ACKERMAN barges right in bedroom , almost catching MOM who expertly snaps back to normal without missing a beat .MOM opens sewing box to reveal a pair of gleaming sewing scissors .

DOTTIE HINKLE , still angry and occasionally cursing to herself , digs in her prize flower garden out front of her house behind ornamental wishing - well on front lawn . Subtitle appears : `` 2:15 pm '' and then fades out . Cut to MOM , driving happily by in her station wagon as she waves to DOTTIE . DOTTIE sees MOM , tries to look cheerful and waves back . Cut back to MOM who looks in her rear view mirror , sees she 's not being followed and suddenly screeches car into a U - turn as MOM 's `` Psycho Theme '' plays on soundtrack MOM 's face turns to stone as ripple flashback effects dissolve to that fateful day in the mall when MOM pulled up to parallel park and DOTTIE HINKLE stole her place from behind . Ripple effects dissolve to the present as the wheels of MOM 'S car skid to a stop . The car door opens and MOM 's sensible shoes step out as `` Mom Psycho Theme '' builds . MOM closes car door quietly , watches DOTTIE HINKLE up the street undetected and then takes the scissors from her purse and hides them up her sleeve . As MOM sneaks up street towards DOTTIE , intercut are obsessional flashbacks of details of the traumatic parking place incident ; MOM 'S POV of DOTTIE pulling into space , DOTTIE 'S maddening nonchalance as she snottily gets out of her car and trots right past MOM without the slightest apology , MOM 'S sputtering face paralyzed with anger when she realizes there is nowhere else to park . Back in the present , MOM starts walking faster and faster as she sees DOTTIE begin to pack up her gardening tools to go back inside her house . Arriving just a second too late as DOTTIE closes the door behind her , MOM spots a can of gasoline near DOTTIE 's lawnmower . Thinking fast , MOM dumps gas on DOTTIE 's mail in the mailbox on porch , lights it on fire and runs from the flames , happily throwing a coin into DOTTIE 's wishing well as an afterthought . MOM walks as fast as possible back to her car , gets in and pulls off . Smiling evily to herself , she drives by and sees DOTTIE HINKLE screaming in horror and trying to beat the fire out with a broom .

Parking lot is filled and the few last parents are entering the building for PTA meeting . MOM speeds into lot and gets out of car . Subtitle appears : `` 3 :O 6pm '' and fades out .

MR. STUBBINS , Chip 's teacher , is winding down a one - on - one meeting with another mother , who is in tears .

But, Mr. Stubbins, my son studies every night! He's trying as hard as he can.

Some teenagers just are n't college material, Mrs, Taplotter. It's nothing to cry over. Now, there are other parents waiting.

Focused. conscientious. participates actively in classroom discussion.

That's no excuse for a morbid imagination. I caught him drawing this in class last week.

Well, you're doing something wrong, Mrs. Sutphin. I'd recommend therapy for your son.

Parents are seated in folding chairs waiting to be called in to conference . MOM comes rushing down corridor and other parents greet her .MR. STUBBINS leans his head out of classroom and looks at roll book as MRS. TAPLOTTER leaves , dabbing her tears with a handkerchief .MOM goes in classroom with him .

Eugene, this is Betty Sterner, He'll die by Monday! The roots are infected! He might have a heart attack!

Help me, Betty! He's worse than the dentist in `` The Marathon Man''!

They sit on opposite sides of his desk .MOM 'S smile freezes on her face ever so subtly

MOM sits behind wheel of station wagon wearing a scary smile . Subtitle appears : `` 3:32 pm '' and fades out . MOM sees MR. STUBBINS exit school carrying her tin of fruit cake . `` Mom 's Psycho Theme '' starts on soundtrack and she puts her car in gear . Closeup of wheels of MOM 's car beginning to creep forward MOM waves innocently to other parents as she stalks MR. STUBBINS to his car in isolated faculty parking lot . A trashy teen girl , LU - ANN , sneaks a joint behind a bush unnoticed . Shot of MOM 's face staring at MR. STUBBINS in vengeance . Over the shoulder shot of MR. STUBBINS walking directly in MOM 's path . Closeup of MR. STUBBINS looking up and seeing MOM . He takes a stick of gum from his pocket , unwraps it , and pops it in his mouth . MOM 's face turns to stone at the last straw of seeing MR. STUBBINS chewing gum . MOM 's POV of MR. STUBBINS waving to her . Shot of accelerator being floored by MOM . Shot of MOM 's car peeling out headed straight for MR. STUBBINS . MOM 's POV of MR. STUBBINS ' suddenly terrified expression . MR. STUBBINS ' POV of MOM 'S car speeding at him . MOM 's car hits MR. STUBBINS and sends him flying up on car hood . Shot of fruit cake tin hitting ground and rolling . LU - ANN , the trashy teen girl screams in horror . MOM turns on windshield wipers to wipe away blood but they only smear the blood worse . MOM hits windshield wiper fluid button . MR. STUBBINS ' POV SHOT OF MOM 's insanely happy face through bloodied water . Suddenly MR. STUBBINS grabs on to side - view mirror and attempts to grab MOM through side window . LU - ANN watches in horrified amazement and throws down joint like it 's a hot coal . MOM starts swerving car but MR. STUBBINS holds on for dear life , grabbing at MOM , pulling her hair . MOM struggles and bites his hand like a snapping turtle . Shot of sign `` SLOW - SPEED BUMPS '' . MOM hits speed bump and MR. STUBBINS flies over roof and lands in a heap behind her . MOM screeches to a stop . MOM 's POV , through rearview mirror of MR. STUBBINS , still alive , struggling to his knees . MOM smiles sweetly . Closeup of automatic gear shift being thrown into reverse . MOM 's car backs up swerving in speed towards MR. STUBBINS . Low - level MR. STUBBINS ' POV of rear of car coming at him . MOM 'S POV of MR. STUBBINS ' desperate struggle to get out of her path . Car runs directly over him - THUHP - and chewed up wad of gum flies out of MR. STUBBINS ' mouth . MOM smiles to herself . LU - ANN , the only eye - witness , runs away in fear . MOM peels out and once in main parking lot resumes waving innocently to other parents as she flees . MOM swerves car into car wash .

On CHIP 's large video screen plays the ridiculously dated but still appalling scene from `` BLOOD FEAST '' where the madman with the corny , madeup eyebrows rips a girl 's tongue out of her mouth in hokey special effects . Subtitle reads `` 4:22 pm '' and fades out . CHIP and BIRDIE are hooting and hollering and eating popcorn as SCOTTY looks up from his vintage nudist - camp magazine to watch in real horror and nausea .SCOTTY starts to gag and tries to hide it ,SCOTTY looks at gore on video , jumps up to run to bathroom , yanks open bedroom door and screams when he sees MOM standing there with a plate of chocolate chip cookies .He runs past her to the bathroom .MOM looks at TV monitor and sees madman taking out heart of girl . MOM smiles inappropriately .SCOTTY comes back in room feeling better .SCOTTY guiltily takes back magazine as BIRDIE drags him out .CHIP looks back at his MOM in sudden confusion .

SHE DID IT! Aimed the car right at Mr. Stubbins and mowed him down!

I believe you, Misty. Your mother could kill - I've seen that look in her eyes!

Dear God. I promise I'll never watch a sex film again. I promise, I promise.

SPIN - WIPE to tomato sauce topped meatloaf being taken out of the oven by MOM . Subtitle appears `` 6:30 pm '' and fades out .

DAD , MISTY and CHIP sit around dining room table . MOM enters with the meatloaf and a smile .Suddenly a scream from outside is heard .

ROSEMARY ACKERMAN , the busy - body next door neighbor is running across lawn from her house to the Sutphins .

Family is getting up from table in alarm .CHIP and MISTY look at one another and stick fingers down their throats at mention of MRS. ACKERMAN 'S name . ROSEMARY ACKERMAN runs in from kitchen in hysterics .

DAD runs in and turns on TV as family and MRS. ACKERMAN follow and watch under MOM 's framed portrait on wail .Phone rings . CHIP grabs the receiver .We see BIRDIE in split screen .ANNOUNCER comes on TV .MOM yawns absentmindedly .MOM looks up in sudden fear as LU - ANN , the trashy pot - smoking girl who witnessed murder appears on screen .

Police claim the driver of the hit and run vehicle ran down the teacher in cold blood and then backed up over his body to finish off the job. Mr. Paul Stubbins was thirty - eight years old.

the senseless killing last night of Towson couple, Ralph and Betty Sterner, brings to a total of four murders police feel may have been committed by Baltimore's first serial killer.

This just came in. Police Lieutenant Ronald Habbler has publicly named a suspect in the serial killer case and it's a shocker! She, that's right, she has been identified as Beverly R. Sutphin of 2815 Calverton Court.

Wipe to MOM finishing a silent prayer kneeling next to bed as DAD reads a spy novel under the covers . Subtitle appears : `` 10:45 pm '' and fades out .We see that underneath the cover of the bird book , MOM is reading `` Helter Skelter '' . She lightly caresses a picture of Manson and closes the book and turns out her light .

We see MISTY , hair in curlers , pricing junk for flea market , stop and listen to sounds coming from parents ' bedroom .

CHIP looks up from reading `` Fangoria Magazine '' and listens in horror to his mother 's distant moaning .

MOM is panting wildly , a suburban sex machine . DAD is amazed but hardly complaining .

CHIP and MISTY open bedroom doors simultaneously , hear their parents climaxing and look at one another in complete horror . Fade to black .

Birds are heard greeting the sunrise with their happy chirping . Subtitle appears `` Saturday , September l9th , 5:3 Oam '' and fade out .

MOM , dressed for bird - watching day - trip , watches the cute little chickadees nibbling seed out of her birdfeeder on lawn through binoculars from bedroom window . DAD , half - awake , stirs in his bed .MOM continues tracking the bird in her binoculars until she freezes in horror at the sight of MRS. ACKERMAN running her mouth next door to DETECTIVES MOORE and BRADFORD and pointing to MOM 's car . Suddenly the phone rings with jangling intensity . MOM jumps .On split screen is obnoxious man from PTA , MR. STERNER , holding his jaw in pain .MOM starts shaking her head `` No '' to DAD just in case .MRS. STERNER , his wife , grabs the phone .MOM 's face changes to purple rage as she turns to hide her anger from DAD .

MOM 's calm turns to immediate rage as she closes bedroom door and storms her way downstairs as `` Mom 's Psycho Theme '' blares on soundtrack .

MISTY is sobbing in fury as she sits forlornly with boxed up flea - market junk . MOM enters and is startled to see her .MOM looks out back window in alarm to see DET. MOORE snooping through her box of recycled newspapers as DET. BRADFORD noses around her station wagon .COPS bang loudly on door . MOM jumps .Subtitle appears `` 7:10 am '' and then fades out .MOM sees SCOTTY pull up in driveway with BIRDIE in his convertible .DAD and CHIP enter kitchen as BIRDIE and SCOTTY barge in back door .COPS see magazine cover with the `` P '' in `` People '' cut out as in threatening note sent to Mrs. Ackerman .DAD looks at MOM suddenly , for the first time showing slight suspicion .

MRS. ACKERMAN is dumping all her bottles and newspapers into the rest of her garbage without the slightest thought of recycling . Subtitle appears `` 10:06 am '' and fades out . Cut to GUS and SLOPPY , two Baltimore County sanitation workers as they pick up bags of neighbors ' recycled trash and scowl in hatred at the environmentally incorrect MRS. ACKERMAN .

MOM , now alone , is happily separating her cans and plastic trash into proper recycle bins as she rocks out singing along with the Barry Manilow record `` Daybreak '' that spins on her high - fi set .MOM looks out through her kitchen window and sees MRS. ACKERMAN dumping styrofoam packing chips in with the rest of her un - recycled garbage . Freezing in horror , MOM then lunges for MRS. ACKERMAN 's gleaming sewing scissors in borrowed sewing basket and begins to run out door . Suddenly MOM sees the friendly GARBAGEMEN waving to her from truck . She quickly puts back the scissors , grabs her recyle bags , locates two `` miniatures '' of liquor hidden in kitchen cabinet and runs out back door .

MRS. ACKERMAN goes back inside her house as MOM charges out to meet GARBAGEMEN with her recyclables .`` Mom 's Psycho Theme '' begins building on soundtrack .`` Mom 's Psycho Theme '' climaxes on soundtrack .

Cost taxpayers millions of dollars last year but she do n't care about the national budget!

MRS. ACKERMAN is serving brunch to DOTTIE HINKLE as they drink beer together and watch `` The Joan Rivers Show '' on TV as JOAN interviews a fat woman in her 20 's .TV audience groans .MRS. ACKERMAN does .

SERIAL HAGS! Woman Who Love Men Who Mutilate! We'll be right back after this!

MOM runs up to window in a frenzy and freezes at the sight of DOTTIE HINKLE inside .

DOTTIE looks over and sees MOM in window and screams .DOTTIE freezes in horror when she recognizes the P - word in MOM 's voice .MOM purposely knocks MRS. ACKERMAN 's Franklin Mint Faberge Egg off table and sends it crashing to the floor .

DAD attempts to do dental work on RALPH STERNER , the `` emergency '' patient who lets out a blood curdling scream every time DAD gets the drill anywhere near his mouth .DAD begins to drill again .

MRS. STERNER , reading an old issue of Newsweek , with Jeffrey Dahmer on the cover , jumps up and runs to her husband past the RECEPTIONIST .

Sorry to interrupt, Dr. Sutphin, but there's two police detectives here to see you.

DET. MOORE and DET. BRADFORD wait grim - faced in the office . Subtitle appears `` 10:35 am '' and fades out .

Cut to MOM 's face , seemingly in the middle of a frenzy as she jumps around like a crazy person . Camera pulls back and we see that she is swatting away a persistent bee as she sits with MISTY at her flea market table . Subtitle appears `` 11:20 am '' and then disappears .MOM looks over two rows and sees CARL walking through the flea market with a SEXPOT DATE . Her face turns to stone but she does n't let on to MISTY . Cut to MRS. ACKERMAN shopping passionately at the nearby Franklin Mint booth .MRS. ACKERMAN bends over grumbling and sees a fire poker marked with a price tag of $ 6 . O0 . Sneakily she switches price tag of $ 3.00 from another item .MRS. ACKERMAN smirks and pays him . MRS. ACKERMAN comes back to MISTY 's booth carrying fire poker .Cut to CARL browsing at same Franklin Mint booth that MRS. ACKERMAN was shopping in earlier . SEXPOT DATE is drooling over chipped Faberge Egg and batting her eyes at CARL .Cut to MOM with the fire poker partially concealed under her coat as she stalks CARL and SEXPOT DATE to baseball memorabilia booth . MOM pretends to shop nearby as CARL buys Oriole penant for himself . MOM follows them to concession stand where CARL excuses himself for a quick trip to the men 's room . SEXPOT DATE adjusts her cleavage as she waits , much to the embarrassment of YOUNG BOY walking by . Realizing the coast is clear , MOM darts into men 's room following CARL .

CARL is at urinal . Subtitle appears `` 11:57 am '' and fades out . MOM rushes in unnoticed and tries to enter first booth and finds it locked , She scurries to next booth and enters . A male PERVERT in locked booth is drawing dirty pictures on the wall . He looks down and sees MOM 's shoes under the stall and starts moaning sexually as he writes `` EAT ME '' with a magic marker . Closeup of CARL 's face as he pisses like a racehorse . PERVERT looks through peep - hole between booths and sees MOM and moans in silent orgasm . MOM pulls fire poker out from under her coat . PERVERT zips up in a panic and flees bathroom in fear . Suddenly MOM runs from her booth with fire poker drawn and skewers CARL in the back at the urinal . CARL screams in horror as MOM pulls out fire poker with his liver skewered on the end . CARL collapses to his knees , his head landing in urinal . MOM looks horrified at the liver and tries to shake it off poker , panicked that someone will come into men 's room . Closing her eyes in revulsion , she pulls off liver with her fingertips and throws it on floor . Running from men 's room , she slips in gore , catches her balance , looks back at CARL 's head in urinal , hesitates and finally runs back to flush toilet before escaping undetected .

A hip young couple are buying a hideous amateur oil painting of Don Knotts from MISTY .Cut to MOM approaching , looking happy and composed with fire poker concealed under her coat .

A MACHO MAN enters nibbling lamb off a shishkobab . He sees CARL 's body and screams in the best Fay Ray tradition . Subtitle appears `` l2 : llpm '' and then fades out .

MOM is showing MISTY her new cereal bowl as MRS. ACKERMAN returns .Sirens are heard in the distance .MRS. ACKERMAN notices stain with odd unease .

COPS are holding back CARL 'S sobbing and hysterical SEXPOT DATE as she clutches her Faberge Egg while PARAMEDICS remove CARL 'S body from the mens room on a stretcher . DET. MOORE and BRADFORD are roughly frisking bathroom PERVERT .MISTY pushes her way through rubbernecking crowd until she finally sees CARL 'S face right before the PARAMEDICS give the final zip to the body bag . She lets out a blood - curdling scream . DET. BRADFORD looks up into MISTY 's horror filled face and turns in suspicion to DET. MOORE only to see his partner making eyes with SEXPOT DATE , who in between sobs , is flirting back with all her might .

There was a lady in the men's room! I swear! A pretty little lady in the stall right next to me!

MRS. ACKERMAN is looking in revulsion at what appears to be dried blood on the end of her fire - poker stored under the flea market table as MOM happily sells Pee - Wee Herman doll to New York dealer .MRS. ACKERMAN reaches down and touches the end of fire poker and almost faints when she sees red on her fingertips . MISTY hysterically returns to booth , crying and screaming .MRS. ACKERMAN looks in sudden fear at MOM .MRS. ACKERMAN gulps in horror .

DAD is frantically searching through MOM 's stuff and finds a scrapbook which is filled page after page with newspaper clippings about famous mass murderers . He gasps in horror and then looks between mattress and box - springs and finds a stack of letters and a few cassette tapes . He looks in shock at return address of first letter - `` Richard Speck , Statesville Correctional Center , Joliet , Illinois 60434 '' . He tears open envelope and out falls an 8xlO glossy photo of a naked Richard Speck with the inscription `` To Beverly . Love , Richard Speck '' . Shaking his head in horror , DAD puts cassette in tape player and pushes play button . The voice on the tape booms out in bedroom , `` Beverly , it 's me , Ted Bundy . It 's late at night six days before my execution and it 's lonely here on death row . '' . DAD lunges for machine to push OFF button and accidentally turns on the radio .DAD slams down OFF button on radio and sobs in shock .

Updating the top story of the hour, the young man brutally murdered a short time ago in the mens room of the Edmonson Flea Market has been identified as 22 year old Carl Padgett of Towson.

CHIP1 on duty as manager , along with BIRDIE and SCOTTY and a few other horror - nut customers watch on large video monitor Joan Crawford get off a train in William Castle 's `` Straight Jacket '' . The suspense builds as Joan on video spies through a window at her husband with another woman , picks up an ax and cuts off his head . Suddenly MISTY runs into video shop in hysterics .All the kids laugh uproarously as Joan screams on video `` I 'm not guilty '' while struggling in a straight jacket .

MOM comes through kitchen door and serves a fancy tuna casserole .Subtitle appears `` 6:01 pm '' and then fades out . MISTY looks at her mother in terror . DAD treats MOM with kid gloves . CHIP is completely oblivious to their concern .MISTY pales , DAD looks at MOM in fear .

DET. MOORE and several other COPS are taking down every word MRS. ACKERMAN says in notebooks and on tape recorders .

DET. BRADFORD and several other POLICE OFFICERS are taking her statement and trying to calm her down ,A huge galute of a POLICEWOMAN sits next to DOTTIE and pats her hand .

The family is eating in uneasy silence .MISTY chokes on her food , DAD laughs unconvincingly .The whole family sits in awkward silence .

ROOKIE COP sits in cop car on surveillance duty watching the Sutphin house in eery silence .

Family is squirming in their seats in nervous silence . MISTY suddenly bolts from table and runs towards kitchen .

MISTY runs in . No one is there . On blackboard , written in chalk is `` WENT TO THE 7 - il , MOM '' .CHIP and DAD rush in .

MOM peels out in her station wagon like a bat out of hell . ROOKIE COP looks up in shock , clumsily throws the car in gear and takes off behind her . Subtitle appears `` 6:36 pm '' and then fades out .

MOM is driving like a lunatic , She sees the red light of pursuing police car in rear - view mirror and floors it as she hits play button of tape deck in car and begins singing along loudly and scarily to her favorite song , Barry Manilow 's `` Daybreak '' ,

ROOKIE COP is sweating bullets speeding after MOM 's car and grabs police radio .

MOM is `` dancing '' in place and gyrating to the beat as she belts out the finale of `` Daybreak '' and suddenly turns the steering wheel violently to the right .

MOM 's car veers across lawn and flattens Mrs. Hinkle 's entire flower garden as she plows her way back to street . DET. BRADFORD comes running out of house and jumps out of way as ROOKIE COP 's car skids around corner and smashes into Mrs. Ackerman 's wishing well decoration in her front yard . DOTTIE HINKLE is held back by burly POLICEWOMAN on porch as she curses MOM in the distance .

DAD is at the wheel driving with MISTY in front and CHIP in the back .

MOM turns off tape player and pulls to a stop on a quiet suburban street . She fixes her hair in rear view mirror , smiles , then takes out rubber dish - washing gloves and slips them on her hands .

SCOTTY lies in bed , surrounded by vintage sexploitation movie posters that decorate his walls -LRB- `` Garden of Eden '' , `` Mud - Honey '' , `` There She Blows '' -RRB- , and watches on video the ridiculous 70 's trash film `` Double - Agent ' 73 '' starring Chesty Morgan . In the credit sequence he sees Miss Morgan `` photographing '' men with her humongous breasts that supposedly have cameras implanted inside . SCOTTY is getting turned on . He runs to lock bedroom door , closes curtain on window and then hops under a blanket to commit the sin of self - abuse .

DAD , MISTY and CHIP pull up , run to front door and pound on it . DETECTIVE MOORE pulls up at a safe distance behind them and watches from police car . Subtitle appears `` 7:01 pm '' and disappears .

SCOTTY is watching Chesty Morgan on video roll about in hideous hot pants and insane 1970 's platform shoes as he concentrates on her gigantic breasts and touches himself off camera . He hears banging at door , curses whoever it is , and decides to ignore them .

DAD jiggles the door unsuccessfully until CHIP slithers through an open window and lets MISTY and DAD inside .

Heroic music blares on soundtrack as he leaps from car and pulls gun . Subtitle appears `` 7:24 pm '' and then fades out .

Suspect's family is entering house. Send backup to 2l14 Sycamore Street. I've got a feeling old Mom's inside. I'm goin' in!

CUT to MOM staring evily through plate glass window from outside a suburban house . Reverse angle shows not Scotty , but the dental emergency couple , THE STERNERS , as they sit in their dining room eating a dinner of cornish game hens . MOM zeros in on the game hens and flashes back to `` Dede '' and the other cute birds in her bird - feeder at home . As the couple viciously slice apart the game hens and stuff the meat in their mouths , MOM breaks a small pane of glass in back door to gain entry .They both laugh uproarously at her bad joke .

MOM is listening in disgust , notices a limp plant , waters it thoughtfully and then jumps out of the way to hide as MRS. STERNER comes into kitchen to get a large chocolate pie .

SCOTTY has the whole bed vibrating noisily as he watches Chesty Morgan on video in hideous green plaid bell bottoms as she `` photographs '' evidence with her breasts .

DAD , MISTY and CHIP creep up the steps towards SCOTTY 's bedroom .

DET. BRADFORD signals the newly arrived DET. MOORE and a small swat team in battle gear to follow him quietly to Scotty 's front door .

MR. STERNER cuts himself a second piece of chocolate pie and pigs it down .

As MRS. STERNER continues to watch TV we see her get ready for bed . We see her change from her shoes to bedroom slippers from under the bed . We see her brush her hair from behind the mirror . We see her open her drawer and take out birth - control foam from inside the bureau . We see her go to closed curtains moving ominously in the breeze and close the window from the other side .MRS. STERNER takes off her dress to reveal monstrous white all - in - one bra and girdle and moves to closet door . She opens closet door and hesitates . We see shoe in bottom of closet move slightly . Suddenly a mouse scurries out of shoe and runs across floor as MRS. STERNER screams ,

MRS. STERNER reaches for nightgown and pulls it off hanger to reveal MOM 's insane face . Suddenly MOM stabs MRS. STERNER viciously in the stomach with MRS. ACKERMAN 's scissors .MRS. STERNER opens her mouth in a silent scream as MOM pulls out the scissors and stabs her again and again as a large rat in the closet runs out and begins biting MRS. STERNER 's ankle at the same time .

MR. STERNER burps in front of empty plate and hears loud thud from upstairs . He gets up from table .

MRS. STERNER is dead on the floor with scissors sticking out of her as MOM attempts to clean up the blood with the household product , `` SHOUT '' .

MOM looks up from cleaning and smiles as MR. STERNER runs in , sees the grisly sight and screams in horror .MOM suddenly pulls scissors out of MRS. STERNER 's stomach and expertly throws them like a knife at MR. STERNER 's head . He ducks in the nick of time and the scissors stick in the wall . MR. STERNER turns and runs in fear as MOM gives chase , grabbing the scissors out of the wall .

MR. STERNER runs down the steps screaming as MOM runs after him . She throws the scissors at him again , but just misses him . Thinking fast , MR. STERNER grabs scissors from wall and throws them back at MOM . She ducks in the nick of time and her face goes purple with rage .As MR. STERNER runs to back door , MOM charges back up the steps to bedroom .

MOM rushes in and watches MR. STERNER from above from bedroom window as he runs out of house .

MOM is rocking air conditioner in window back and forth until she gets it loose . Seeing him right below , MOM shoves it out window with all her might .

MR. STERNER looks up at air conditioner falling from above and screams the second before he is crushed like an insect .

SCOTTY is moaning in orgasm as he watches ludicrous Chesty Morgan `` Secret Agent '' breast footage on video screen .

DAD , MISTY and CHIP look at one another in horror thinking SCOTTY 's moans are cries of pain and they break down his door to save him .

SCOTTY stares in complete mortification as the Sutphin family catch him in the middle of an orgasm . When DETECTIVES MOORE and BRADFORD and their ridiculously overprepared SWAT TEAM flood the bedroom , screaming `` FREEZE '' and `` HANDS OVER YOUR HEAD '' , SCOTTY fumes in anger as MISTY and CHIP giggle in relief and DAD turns red in embarrassment .

DAD 's car pulls up and the relieved Sutphin family hops out and runs to house . Subtitle appears `` 9:02 pm '' and fades out .

MOM is seated happily at table . DAD , MISTY and CHIP enter .Fade to black .

Sign out front announces the service : `` 11:00 am . Holy Eucharist Service . Sermon : ` Capitol Punishment and You ' '' . Families stream into church . Subtitle appears `` 10:37 am , Sunday September 20th '' and fades out .

MOM , DAD , CHIP and MISTY walk out front door dressed in their Sunday finest . Suddenly their wholesome smiles freeze on their faces . Cop cars are everywhere watching MOM 's every move . DETECTIVES MOORE and BRADFORD smile hatefully at MOM , pressuring her with their high - visibility surveillance . The family nervously gets in their car and DAD turns the ignition . Cop after cop after cop start up their engines . As DAD pulls out of the driveway in his car the cops file into a procession of intimidation behind him .

Negative. D.A. says no bust until lab report is back matching suspect's fingerprints on true - crime book with those on scissors and fire poker.

MISTY , CHIP and DAD listen in appalled silence to news report on radio as MOM seems unfazed .DAD looks at MOM in stunned disbelief .Sutphin car pulls to a stop at a red light next to car full of churchgoers . MOM turns to smile at them and all the churchgoers scream in horror at the sight of her face .

MRS. ACKERMAN and MRS. HINKLE look up in amazement as they see the Sutphins pull into church parking lot followed by string of police cars . The Sutphins nervously get out of car and walk towards church as the good Christian families glare at them and gossip with a vengeance . DAD tries to be brave , MISTY hangs her head in mortification , CHIP is excited by all the attention and MOM smiles happily to appalled worshippers . GUS and SLOPPY , the two garbagemen , dressed in their shabby church clothes wave to MOM in secret admiration . BIRDIE 's eyes light up at seeing CHIP but her suddenly forbidding parents hold her back when she tries to join him . She mouths `` I love you '' to him as CHIP looks back to her parents with hurt and confusion . As the SUTPHIN family reaches the church door , a reporter runs towards them with his cameras drawn .MISTY , who ca n't help but notice that the REPORTER is strikingly handsome , gives him an obviously flirtatious smile before DAD yanks her into church with the rest of them .

Hey, Misty! Just a few more shots, Ok? I'm Hank Hawkins from the Baltimore Sun.

FATHER STONE , a mild and kind looking Episcopal priest has just begun the service .The SUTPHINS take their place in a half filled pew next to appalled young MARRIED COUPLE as a still mortified SCOTTY glares in hatred and vengeance from a pew in the back of the church . BIRDIE 's face is covered in tears as she sits with her parents helplessly . MISTY turns in her seat and searches the hostile crowd for the face of the cute REPORTER . When she spots him secretly snapping her photo , she subtly gives him a sexy pose .

Jesus said nothing to condemn capital punishment as he hung on the cross, did He?!

If ever there was a time to go on record against the death penalty, WAS N'T IT THAT NIGHT?!

SO WHAT ARE WE WAITING FOR, FELLOW CHRISTIANS?! LET'S JUST DO IT!

DETECTIVES MOORE and BRADFORD wait with other COPS outside their cars as voice comes over police radio .COPS smile in silent victory as they immediately spread out and approach the church .

This is Captain Johnson from Homicide. Lab reports confirm Sutphin latent print of index finger on true - crime book matches those latent prints lifted from murder weapons. Bingo, boys! Bust the bitch!

FATHER STONE is giving the sermon in a kindly tone .MRS. ACKERMAN and MRS. HINKLE nod in pious agreement .DAD gulps and lovingly takes MOM 's hand as MISTY and CHIP look at one another appalled while MOM continues her defiant smile .DETECTIVES MOORE and BRADFORD and all the COPS begin infiltrating the church , taking places in pews and then moving forward to other pews closer to MOM . SCOTTY beams at police presence and eagerly scoots over to let DET. BRADFORD and DET. MOORE sit with him on their way to nail MOM . GUS and SLOPPY , the garbagemen , scowl at the police and look with loyalty to poor MOM .As CONGREGATION prays along with FATHER STONE , COPS flood the church and move towards MOM .A BABY in the arms of a MOTHER in pew in front of MOM stares back at MOM .MOM sneezes and a hunk of phlegm flies out and hits BABY square in face . BABY 'S MOTHER screams in horror at seeing her BABY 's face and the entire congregation1 thinking she 's been attacked by MOM , dives to the floor in terror . COPS draw guns and leap over pews as complete pandemonium breaks out in church . Just as DET. MOORE and DET. BRADFORD are about to grab MOM , GUS and SLOPPY punch the COPS in the mouth and MOM runs off . DAD looks for MOM in a panic and realizes she has vanished . CHIP cringes in fear as hordes of COPS surround his family until he is relieved to see that MOM has escaped . MISTY gives `` dramatic '' poses of `` fear '' and `` horror '' as cute REPORTER snaps her picture excitedly . BIRDIE escapes her parents , runs to CHIP , embraces him and together they take off . FATHER STONE stares out from altar in shock as worshippers scream and trample each other trying to get out of church as police try to restore order . SCOTTY , trying to be macho , fights his way towards front of church and for a split - second sees CHIP , BIRDIE and MOM running out back door of sacristy in escape .MOM blows a quick kiss to GUS and SLOPPY who beam in happiness at helping her escape .

CHIP and BIRDIE are `` hot - wiring '' SCOTTY 's car as MOM lies hidden out of view on back seat of car .

REPORTER has chased DAD and MISTY to their car , still taking pictures as COPS flood the area looking for MOM .

CHIP and BIRDIE hurry MOM from car and run to door of shop as CHIP fumbles for his keys to open up .

CHIP and BIRDIE hustle MOM into the shop and lead her to the `` Gore '' section and open a door covered with violent video display boxes to reveal a small closet .CUSTOMER begins banging on door .CHIP closes door behind her and then inserts cassette into VCR and pushes `` Play '' button . On video in shop we see `` Leatherface '' in `` The Texas Chainsaw Massacre '' jump out from behind a bush and hack up a male victim . BIRDIE lets in the first customer of the day , a middle aged battle - ax , MRS. JENSON .MOM 's face turns to stone in closet .MRS. JENSON stomps to door and slams it behind her as MOM 's face twists in rage as she listens .BIRDIE runs to back of shop and sees opened door to street .BIRDIE runs to files and starts going through them .

Have n't you had enough violence, Chip Sutphin? Turn that filth off!

What is it, Sylvester, a bird? Shhhh. Mommy's watching `` Annie''.

`` The sun comes out Tomorrow And you've got to Hang on to Tomorrow Come what may.''

`` Tomorrow! Tomorrow! I love you Tomorrow You're only a day away!''

CHIP and BIRDIE exit in a panic and run up the street . Hidden behind his `` borrowed '' car across the street is SCOTTY who has been watching them all along . He takes off on foot after them .

A carving knife slices through leg - of - lamb on kitchen table . Camera pans up to MRS. JENSON 's happy face as she fixes herself a leg - of - lamb sandwich and exits to living room .

MRS. JENSON kicks off her shoes , excitedly pops videocassette into her VCR and climbs into her recliner for a relaxing afternoon of video pleasures . She takes a big bite out of her sandwich , twangs the remote to start the video and smiles excitedly at hearing the overture to `` Tomorrow '' begin over the credit sequence to `` Annie '' , her favorite musical . Subtitle appears `` 12:09 pm '' and fades out .

MOM looks over her shoulder to make sure no one is watching and then slowly lets herself in kitchen door . Her eyes immediately go to gleaming butcher knife on table .

CHIP and BIRDIE stand outside looking up at house in fear .They sneak to side of house . Cut to SCOTTY watching them from a distance .

MOM is down on floor with mean DOG getting him to roll over and `` beg '' for her with gusto as `` Annie '' soundtrack blares from living room .

MRS. JENSON is bellowing out the lyrics to `` Tomorrow '' along with the soundtrack .

CHIP and BIRDIE are below window to her TV room . CHIP gives BIRDIE a leg - up so she can see inside . BIRDIE 'S POV shot of MRS. JENSON singing along .

SCOTTY has climbed up and has a direct view over CHIP and BIRDIE into MRS. JENSON 'S window .

Hand held camera follows MOM clutching knife out of the kitchen into living room as she sneaks up on a singing MRS. JENSON .

SCOTTY looks horrified to see a figure sneaking up on MRS. JENSON through window .

MOM changes her mind , puts down knife and goes back into kitchen .

BIRDIE gives CHIP a leg - up and he gets a glimpse of the singing MRS. JENSON building to the finale of `` Tomorrow '' .

MOM picks up entire leg - of - lamb by the bone as her eyes light up in homicidal glee . She leans down , kisses the DOG on the lips , and exits back to living room .

MRS. JENSON is practically leaping our of her recliner singing along with the finale to `` Tomorrow '' on the credits to `` Annie '' as MOM creeps up behind her with leg - of - lamb .MOM bludgeons MRS. JENSON with the leg - of - lamb on the final note of the song . Blood splatters the happy scene on the TV screen . MRS. JENSON tries to struggle up from the floor but MOM hits her over the head again with leg - of - lamb and finishes her off . MOM zaps the off button and softly sings to herself in the sudden silence .MOM bludgeons her one more time and then pushes the REWIND button in revenge .

MOM looks out window in search of scream and zooms right in on SCOTTY 's horrified face .

CHIP and BIRDIE look at each other in panic after hearing SCOTTY scream and seeing him run away behind them .

The DOG is devouring the leg - of - lamb on the floor . MOM grabs butcher knife , and takes off after SCOTTY .

CHIP is giving BIRDIE a frantic leg - up . BIRDIE POV shot of MRS. JENSON 's battered corpse . The DOG lunges at BIRDIE in window . BIRDIE screams in horror and falls to the ground .CHIP grabs her arm and they run .

MOM comes running out front , sees SCOTTY running in the other direction and charges after him like a bat out of hell .

SCOTTY runs , looking over his shoulder , horrified to see MOM chasing him with a butcher knife .

BIRDIE and CHIP run in fear across suburban back lawns .BIRDIE vomits into the hot coals of somebody 's outside cooking grill as horrified HOUSEWIFE looks out her window at her , about to begin cookout and screams in revulsion . CHIP grabs BIRDIE and they run away .

SCOTTY 's convertible awaits him as he races towards it with MOM gaining on him with every stride . SCOTTY lunges for door handle , fumbles with key and hops in just in time . MOM plunges butcher knife through convertible top as he puts key in ignition .

SCOTTY starts engine as he ducks the repeated knife jabs through his convertible top .

SCOTTY peels out , showering MOM with gravel . A van pulls to a stop . Inside are two BURGLARS ; one white , the other black . They are surrounded by obvious loot : VCR 's , cameras and silverware . MOM turns to them with knife .MOM yanks open van door and points knife inside .

MOM switches gears like Evil Knieval and skids around corner in hot pursuit .

SCOTTY checks rearview mirror and sees a van speeding up behind him .

CHIP and BIRDIE are running down street . DAD and MISTY are driving in other direction looking for MOM . Seeing CHIP and BIRDIE , DAD screeches on the brakes and the kids run to car in relief and jump in . Suddenly SCOTTY roars by in his car with MOM in hot pursuit . She sees DAD and family and blows them a lunatic kiss .DAD takes off after MOM in car . A COP sees the speeding caravan as it careens around a corner .

All units! SERIAL MOM headed south on York Road. Proceed with caution! SHE'S ARMED AND FUCKIN' NUTS!

Large signs announce `` SUNDAY ROCK - A - THON . IN PERSON - ` CAMEL LIPS ' '' SCOTTY careens into parking lot in his convertible . Subtitle appears `` 2:47 pm '' and fades out .

On stage , `` CAMEL LIPS '' , an all - female grunge - punk - metal band , dressed in their trademark skin tight slacks that gave the group their name , perform their hit song `` Gas Chamber '' . The monstrous but beautiful LEAD SINGER bellows and snarls the lyrics as the DRUMMER , a brain dead drug idiot , hits herself on head with drumstick in between beats as criminal looking biker - chick GUITARIST plays her instrument and mock - humps it with sexual abandon . The audience of on - the - edge kids goes bezerk , guzzling beer and slam dancing with frightening intensity

MOM speeds into parking lot . SCOTTY is looking over his shoulder in fear as he nears the entrance waiting in line with grunge - metal kids .SCOTTY fumbles for his wallet . MOM is hurrying across parking lot staring at SCOTTY with a vengeance . DAD and the kids speed into parking lot and jump out of car .SCOTTY snatches back I.D. and rushes inside . As horde of cop cars with lights blinking and sirens blaring screech into parking lot , MOM pushes her way up in line and greets startled kids who recognize her .

A parents ' nightmare . Grunge - punk hell . `` CAMEL LIPS '' is undulating suggestively on stage screeching out the chorus of `` Gas Chamber '' as they mock gasp for breath , dodge beer bottles thrown from audience and punch out male groupies who rush the stage past brutish bouncers . SCOTTY pushes his way through slam dancing crowd as he is picked up and bodily tossed through the air by frenzied mob of `` body - surfing '' dancers . MOM is racing to catch up with SCOTTY .DAD looks horrified as he politely maneuvers his way through crowd as CHIP , MISTY and BIRDIE take over and begin `` slamming '' their way through crowd opening up a crowd for DAD . The COPS flood the place . DET. MOORE sees MOM in the distance , grabs DET. BRADFORD and they begin to fight their way through crowd after her . `` CAMEL LIPS '' incites the crowd from the stage to fight back against the police . SCOTTY is running toward stage in terror , looking over his shoulder and seeing MOM gaining on him . DAD gets caught in a mob of slam dancers and is lifted off his feet and tossed through the air by the crowd . MISTY , CHIP and BIRDIE see DAD airborne and start slamming into the crowd to save him . MISTY and CHIP slam into big BIKER below DAD and DAD is knocked back to the ground safely . When BIRDIE sees a slam dancer with a trickle of blood running from his nose , she starts gagging at the sight of real blood . SCOTTY is at the edge of the stage . He sees MOM almost on top of him and leaps onto stage and runs for his life , dodging bouncers and beer bottles being thrown from audience . MOM looks furious that SCOTTY has escaped but then looks up at theatrical light rigging overhead and then back down at SCOTTY 's face as `` CAMEL LIPS '' tries to hit him with their instruments . MOM looks over her shoulder and sees DET. MOORE and DET. BRADFORD advancing on her . Ducking behind a giant speaker , out of view of the crowd MOM pulls butcher knife from purse , cuts supporting rope and sends whole set of lights crashing down on SCOTTY 's head . The crowd goes wild thinking it 's more of `` CAMEL LIPS '' sickening theatrics . A gang of heavy - metal chicks slam into DET. MOORE and DET. BRADFORD and knock them to the ground . MOM 's eyes light up in fury when she sees SCOTTY still alive , crawling out from under the lights , semi - conscious and bleeding . BIRDIE faints at the sight of more blood . Thinking fast , MOM swipes a hairspray can sticking out of a girl 's purse and uses her VIP pass to go backstage as CAMEL LIPS reaches its deafening crescendo of musical mayhem . As SCOTTY crawls to side of stage , MOM jumps out from a piece of backstage scenery and aims hairspray can at him .MOM lights the spray from the hairspray can and ignites SCOTTY 's clothes in lethal flames without anyone seeing her . SCOTTY runs across the stage ablaze as `` CAMEL LIPS '' plays the final deafening note of their song and the crowd gives a screaming ovation , all holding up lit lighters , thinking SCOTTY on fire is all part of the act . DET. MOORE and DET. BRADFORD look to the stage in horror . DAD gasps in fear . MISTY and CHIP stare speechless as SCOTTY falls to his knees and keels over . BIRDIE comes to and then faints again . The LEAD SINGER thinks it 's a joke , pours a little Jack Daniels on the smouldering corpse and then jumps back in comic over - reaction when the flames light up again . MOM , now caught in the front row of laughing slam - dancing spectators , turns to her dumb - struck family , smiles and sticks fingers in her ears , mimicking that the music is much too loud . DET. MOORE and DET. BRADFORD slamdance MOM from both sides and knock her to the ground and handcuff her . DAD puts his arms around CHIP , MISTY and BIRDIE as they hang their heads in sorrow . `` CAMEL LIPS '' and the entire audience of grunge - punks boo and jeer the police as they drag MOM out as she smiles innocently in suburban lunacy . Slow fade to black .

DAD , CHIP , BIRDIE , MISSY and her new boyfriend , the REPORTER get out of folksy lawyer , HERBIE HEBDEN 'S car and follow him through crowd of hostile press - trial groupies , and MOM1s punk - grunge fans , feeling the full heat of MOM 's serial killer infamy . DAD wears a `` Say No to the Gas Chamber '' button and BIRDIE has turned hippy , wearing tie - dye clothes covered in peace signs . CHIP , on the other hand , looks cooler , wears L.A. styled outfit and carries copy of Variety . MISTY is obviously very much in love and the REPORTER seems to feel the same way about her . Subtitle appears `` Four months later , Monday , January 18th , 9:46 am '' and then fades out .

Female criminals are handcuffed and seated around MOM on their way to court as MOM leads them in a joyous and Disney - esoue rendition of `` 100 Bottles of Beer on the Wall '' . MOM sings out with insane happiness and glee .

A `` COURT TV '' reporter is interviewing trial groupies as they wait in line to go through metal detectors to attend MOM 's trial .The hostile crowd starts craning their necks and screaming in recognition as if rock stars are making their entrance . DAD is blinded by the press 's flashbulbs as HERBIE HEBDEN tries to stop CHIP from signing autographs as BIRDIE hands out `` Stop the Violence '' handbills . REPORTER BOYFRIEND gives MISTY the signal and she starts crying for his exclusive news shots .

Since 5:00 am. But it's gon na be worth it! I know she's guilty!

Packed with spectators , press and security officers . The middle - class jury of seven woman and five men take their place in the jury box as Sutphin family take their seats in front row behind HERBIE HEBDEN at his defense table . TIMOTHY NAZLEROD , the prosecutor , studies evidence photos of victim 's bodies at the District Attorney 's table on other side of the courtroom . He looks up in disgust as MOM makes her apple - pie entrance . Escorted by two stern - faced police matrons . Subtitle appears `` 10:00 am '' and fades out .DAD smiles back pitifully .They give her a weak smile and nod `` Yes '' .SPECTATORS scowl hatefully at MOM .BIRDIE pales over the mere thought of violence .He looks over and sees MISTY and REPORTER BOYFRIEND are holding hands and glares at them to stop .MOM subtly motions to MALE JUROR that he has something in his nose .JUROR self - consciously feels around his nostrils in embarrassment .MOM signals to JUROR that the problem is still there .JUROR blows his nose . MOM smiles happily to him that the problem is solved .MISTY and REPORTER are watching and move even closer together to snuggle .MOM 's smile turns to horror as JUROR # 8 on end of second row crosses her legs and MOM zeros in on her hideous white summer shoes . Wipe to a disheveled HERBIE HEBDEN , the ultimate liberal defense attorney , as he paces back and forth before JURY wiping his brow .MOM is still staring insanely at JUROR1s shoes .MOM is frantically scribbling a note to her attorney on a legal pad .DAD self - consciously smiles to JURORS .CHIP smiles to MOM 's few heavymetal supporters as REPORTER BOYFRIEND puts his arm around MISTY .He is trying to ignore MOM as she passes him a note that says `` Juror # 8 is wearing white summer shoes ! ''MOM writes angrily `` AFTER LABOR DAY ! ''Courtroom spectators gasp as DAD 's mouth falls open .Sutphin family looks at one another , shocked at MOM 's change of plans .MOM smiles at DAD who looks bewildered as CHIP , MISTY and REPORTER BOYFRIEND give MOM the thumbs - up sign as BIRDIE nervously flashes her the peace sign .DAD looks worried and unsure .Courtroom and press buzz intently at MOM 's new plea .A vindictive and hostile , DOTTIE HINKLE enters the courtroom and eagerly takes the stand . As she is sworn in , MOM watches her with an evil smile .Wipe to MOM approaching DOTTIE HINKLE for cross - examination .MISTY , CHIP and BIRDIE smile at MOM 's legal skills .Press scribbles frantically , beginning to doubt witness 's credibility . MOM quickly and sneakily mouths `` FUCK YOU '' to DOTTIE without the JUDGE or anyone else in the courtroom besides DOTTIE seeing .DAD watches , amazed at his wife 's cunning .Police matrons lunge at DOTTIE as she leaps from witness box to attack MOM .MOM smiles at JURY and turns to wink at her amazed family as spectators watch , willing to give MOM , for the first time , the benefit of the doubt . Fade out .

Mrs. Sutphin, I SAID QUIET! You are accused of mass murder! This is a court of law, not a coffee klatch!

. I warn you, this is not a pretty case. Beverly Sutphin is a woman evil to the core.

THAT'S RIGHT! SHE MURDERED THEM! WITH A SPEEDING CAR. A FIRE POKER.

Ladies and Gentlemen, I'm Herbie Hebden and you and I have a tough job ahead of us.

Mrs. Sutphin, a defendant who has herself for a lawyer has a fool for a client.

Mrs. Sutphin, I have no legal choice but to allow you to take over as your own attorney.

I'm warning you, Mrs. Hinkle. One more obscenity and I'll charge you with contempt of court.

Mrs. Hinkle, I find you guilty of contempt of court and sentence you to a thousand dollar fine and five days in jail!

Miss Hodges, could you describe the car. the one you saw run over Mr. Stubbins in cold blood?

. these disgusting books that so lovingly describe the sadistic acts of serial killers. Where did you find these books?

and did you ever see the fire poker again after you left it with Mrs. Sutphin?

Detective Moore, did you then proceed to the stage area inside `` Hammerjacks''?

Were you in the men's room at the Edmonson Drive In Flea Market on Saturday, September 19th?

Mr. Pickles, you testified before the Grand Jury that you looked down and `` saw a pair of lady's shoes'' in the stall next to you.

. That's her! Henrietta Lee Lucas! Joan Wayne Gacy! A new face in the deck of serial killer trading cards. Find her guilty of all five counts of first degree murder!

CHIP is pacing up and down yelling into a mobile phone outside MOM 's trial as long line of spectators wait to get in . Subtitle appears `` Tuesday , January 19th , 10:05 am '' and then fades out .A YOUNG MAN angrily approaches CHIP .He punches CHIP in the mouth .

Farrah Fawcett?! Who's gon na play my brother? Is Jason Priestly available?

LU - ANN HODGES , pot - head witness from PTA murder is on the stand testifying for the prosecution .MOM stares in shock at JUROR # 8 who has the nerve to give MOM a friendly smile back while wearing yet another hideous pair of white summer shoes . Trying to suppress her rage , MOM turns to spectator section and happily notices the faces of GUS and SLOPPY smiling back to her in support .DAD looks up at the unconvincing witness from reading `` The Case Against Capital Punishment '' .

MISTY has set up a flea market table and with the help of her REPORTER BOYFRIEND , is doing a brisk business hawking `` Serial Mom '' T - shirts to trial spectators .

I'll take two. I wish they'd had something like this at the Kennedy kid trial!

DET. BRADFORD is on the witness stand .MOM takes over and smiles in conspiracy at GUS and SLOPPY who giggle in excitement about what is to come .The entire courtroom bursts into laughter except for his partner , DET. MOORE , who looks at him in shock . GUS and SLOPPY laugh the loudest .MOM winks to SLOPPY and GUS .BAILIFFS forcefully remove him from the stand .Wipe to MRS. ACKERMAN on the stand holding the fire poker murder weapon tagged as evidence .Spectators buzz .GUS , SLOPPY and all the spectators let out a howl of disapproval . Even the JUDGE scowls at the witness in disgust .

REPORTER BOYFRIEND is unpacking stack of the `` instant '' book he wrote `` Serial Mom - The Real Story '' and autographing them for a line of housewives .All the HOUSEWIVES in line begin booing and jeering MRS. ACKERMAN as she runs in terror from courthouse with GUS and SLOPPY chasing after her .

DET. MOORE is on witness stand being examined by the prosecution .BIRDIE looks up from reading `` Ghandi '' biography and gags as prosecutor hands DET. MOORE a gory 8x10 glossy photo of victim .Suddenly a buzz starts in the courtroom and all heads turn to the back of the spectator section where the real life star , FARRAH FAWCETT * is entering with an entourage to `` observe '' Serial Mom . MOM acknowledges MS. FAWCETT with a dignified nod as DAD looks on in amazement . DET. MOORE , the JURY , even the JUDGE crane their necks to get a better look at FARRAH FAWCETT .MOM looks back in sudden fear at the prospect of this mystery witness .

MARVIN PICKLES , the pervert from the flea market bathroom has locked himself in a stall and is scrawling `` I SNIFF JURIES ' UNDERPANTS '' on wall . A POLICE OFFICER enters men 's room , frantically banging on bathroom doors .

MARVIN PICKLES hurriedly enters as all heads turn to follow him to the stand . CHIP , who has joined BIRDIE and his family looks at MOM and sees her worried expression .FARRAH FAWCETT answers a ringing mobile phone in her purse .MARVIN sinks down lower in witness chair so he can get a better view up MOM 's skirt .MOM looks at him confused , still unaware of his letchery .MOM suddenly realizes MARVIN is looking up her skirt . In a brilliant legal maneuver she begins inching her skirt up a little higher under the table out of view of the rest of the courtroom , giving MARVIN a better view and hoping to change his damning testimony .Housewife trial groupies start buzzing wildly in newfound support of MOM .MOM smiles like the perfect saint as she begins flapping her leqe back and forth under the table , flashing MARVIN her very prim nun - like undergarments out of view of the rest of the courtroom .DAD looks over at MISTY and REPORTER BOYFRIEND who have rejoined the family in court and is horrified to see them with their arms wrapped around each other , cuddling .MOM is flapping her legs back and forth double time as MARVIN goes into his own private orgasm .The spectators burst into spontaneous applause as DAD looks at the kids in fear at the upcoming verdict .

Ooohhhhhh! I made it all up! I never saw Beverly Sutphin in my life!

FARRAM FAWCETT is giving an impromptu press conference to the throng of adoring reporters .

I feel that Beverly Sutphin is an innocent woman, wrongly accused. A normal housewife trapped in a nightmare of circumstantial evidence.

I only hope that I can portray `` Serial Mom'''s life on the TV screen with the proper dignity that this feminist heroine deserves.

. All I ask is that you find me innocent of these terribly untrue charges.

TIMOTHY NAZLEROD is giving the prosecution 's closing argument .

DAD wipes away a tear as CHIP looks at a preliminary design for mini - series showing FARRAH FAWCETT done up as MOM .MISTY and REPORTER BOYFRIEND are now openly making out in courtroom .BIRDIE looks out of courtroom window and sees a bird eating a worm and shudders in horror as CHIP pats her hand affectionately .

FARRAH FAWCETT is `` reenacting '' MOM 's closing argument for the enthralled press corp. .

Dissolve to stern - faced JURORS filing back into jury box , not looking at MOM . Subtitle appears `` Two days later . Thursday , January 21st . 3:20 pm '' and then fades out .JUROR # 8 gives MOM a smile .Courtroom erupts in pandemonium , FARRAH FAWCETT cheering the loudest . MOM turns to family who sit stunned in seats .DAD forces a weak smile as he turns white as a ghost .MOM rushes over to DAD , free at last and gives him a big hug as press , fans , even the jury cheer her victory .

The stunned Sutphin family exits as MOM raises fists like `` Rocky '' to cheers of her supporters .Down the hall , inside a bank of old fashioned wooden phone booths is JUROR # 8 , excitedly talking on pay phone .Without warning , MOM slams her way into phone booth , hangs up the call and grabs receiver out of JUROR # 8 's hand .MOM suddenly bludgeons JUROR # 8 over the head with the telephone receiver .JUROR # 8 , stunned by the blow , struggles to stay conscious .MOM imediately hits JUROR # 8 over the head again with the telephone receiver . As JUROR # 8 's screams are drowned out by the passing PRESS MOB , MOM hits her again and again with the telephone receiver until JUROR # 8 collapses to the ground , her white summer shoes turned red with her own blood . Cut back to Sutphin family , holding on to each other for dear life as the mob of supporters swell around them .MOM flies out of phone booth wearing a big smile , not missing a beat .FARRAH FAWCETT barges in and takes over .Flashbulbs explode .A JUROR down the hall screams in horror as she opens phone booth door and a bloody white shoe pops out . FARRAH FAWCETT looks back at MOM in sudden fear . MOM glares back with the face of a madwoman . Freeze frame . Dissolve to epilogue title card : `` Beverly Sutphin is a free woman . '' CREDIT ROLL .

We did it! We set her free! I knew she was innocent right from the beginning!

Lee Eisenberg & Gene Stupnitsky April 4, 2017 HIGH ABOVE THE SAN FERNANDO VALLEY. Suburban sprawl. Blue pools and green yards as far as the eye can see. We slowly DESCEND to --

The boys run THROUGH THE TITLE and turn into X-Ray's driveway, just as a BMW pulls in.

A handsome, middle-aged man steps out. He carries himself like a former athlete. This is X-RAY'S DAD. He looks the boys up and down, taking in the dresses. He looks disgusted.

Two teens -- HANNAH, 16, popular with strong, uninformed opinions and LILY, 16, intense and captain of the varsity field hockey team, sunbathe poolside. They pass a vape pen between them.We HEAR a buzzing. They look up. REVERSE ANGLE A DRONE -- the PHANTOM 3 STANDARD QUADCOPTER -- hovers high above them.From inside, JASLYN, 16, approaches the sliding glass door. She has the beauty of Kendall Jenner and the intelligence of Kendall Jenner. She walks into the glass door.Jaslyn, holding her head, opens the slider and joins them.CUT TO: THE SMILING FACES OF THREE SIXTH GRADE BOYS. One of them mans the drone on an iPad, which feeds into a FLAT SCREEN TV.

Maybe I'll send them to my sister. She's in eighth grade at John Adams. Isn't that where you go?

When you have two strikes, you can't hold your own drugs, Jaslyn. And we each get a free pill.

These kids stole my phone and my bag! And there's important stuff --

That little shit left school. Where is he going in the middle of a school day?

No, we just need to find them before Jordy finds out the molly's missing.

There's a trailer flipped on its side. We're gonna be here forever.

She went on "23 and Me" and found out she's one-sixteenth Apache.

Look, I just want my phone back. I'll delete your pictures. We weren't really going to post them.

She's always been crazy. When she was fourteen, she dated a thirty year old.

When you're in high school, sometimes you're not friends with your friends.

I hate to break it to you, but I don't think we're getting out of here any time soon.

What if those kids open the bottle and overdose on Molly? We put them in a fucking Flintstones Vitamins bottle!

Take the next exit and turn around! We'll catch them on the shoulder!

If you don't give us the bag, we'll tell everyone at your school that you're homophobes.

Or what if they open the bottle, take Molly, and have the best day of their lives?!

Fuck! How are we supposed to explain that a bunch of little kids stole the Molly?

ON THE DRONE FEED, the girls give them the finger.This is MAX, 12, flanked by the two other boys. He isn't the coolest or the smartest kid, but he's cool and smart enough. Loves dinosaurs and skateboards. Recently discovered masturbation. Two small hands snatch the iPad from Max.This is QUENTIN, 12. He's short and stout and isn't happy about it. Considers himself hyper-intelligent, but really just parrots sentence fragments he hears adults say. Recently discovered masturbation. Another boy grabs a couch cushion and humps it wildly.This is FABRIZIO, 12. Hyper and horny foreign exchange student. The language barrier is very real. Dresses like he's about to have lunch in Capri. Been masturbating for ten months.TURN TO REVEAL XAVIER-RAYMOND, 12, bounding down the stairs. Everyone calls him X-Ray. Cool nickname, but he's neurotic, suffers from IBS and is prone to crying fits. He's just come from upstairs, where he was masturbating.X-Ray lunges at Quentin, who yanks the control away. BACK TO:

I don't care! I fucking told you, I'm not allowed to use my dad's stuff unless supervised. You guys never listen to me!

We're not going to a stranger's house. We'll wait for your mom to come home. She can walk us over.

Wait, you can't go over there alone. They've been smoking drugs all day.

That's that boarding school in Nevada. Matt Chestnut went there.

X-Ray, you can't cry in school. It makes us all look weak. Just hold it in.

No snaps, no stories. Nothing. We can't be tracked. We have to stay off the grid.

That's St. Cloud. She's not even a cop. She's bad. She just dresses like one to rob drug dealers.

We can bribe them with this to let us go. Everyone loves paintball guns.

Hey, doesn't it feel like we've been biking forever? How much longer?

There's no way we're gonna be back by the end of lunch. They're gonna know we're gone.

I didn't mean, like, "forget about the recital." I mean, if we don't get that drone back, the next time we see X-Ray, his face will be covered in jizz.

You guys seem like really good people, but we need to be back at school before lunch ends or we'll get caught for ditching.

Not until you give us the code to your phone so we can delete the pictures.

There's a fire / starting in my heart / Reaching a fever pitch / it is bringing me out the dark...

We've been carrying illegal drugs the whole time and we didn't even know. We're such idiots.

I'm coming. It's just... drugs on a playground... I hope there's no kids there.

Fuck you, Quentin. I skipped school. I don't even know where the fuck I am. I could get in so much trouble. I'm risking everything for my friend.

Yeah, maybe I do. He doesn't freak out every time I do something without him and he can talk about things other than singing. It's hard being your friend.

I didn't know who else to call. The girls are in your brother's grade. Maybe he could call them or something.

I won't let you destroy my community -- or any community -- with these.

Wait. I can't bring drugs into the school. It's a drug-free zone.

Yeah, we're proud of the message, but we're not really transgender.

Not everything is a trap, Max. Just deal with the fact that they want to party. We'll go over there, lick some tits, and get the drone back.

You can't go to boarding school. You couldn't even make it through tennis camp.

Ridiculous. I'm texting my nanny. She can go to the mall and get a new drone. She has my dad's credit card for emergencies. Problem solved.

Yeah, I don't know why they don't get a second car. She's loaded. She's always sending money to her family in Guatemala.

You didn't invite him to Benihana after the recital, right? That's just us. That's our tradition.

I don't think it's "genius" to lie about religion. With what's happening in the world today.

My dads say that these types of games make you numb to violence.

Claude, you have to see it from our side: we're running a business here. If you don't like the price, no hard feelings. Have a great day.

Max, give that married couple a call and tell them they can pick up the doll.

Matt Chestnut told Aiden Price that at Camden Academy, the eighth graders jerk off on the seventh graders' faces. And if you don't say "Thank you," they punch you in the nuts.

Also, I heard they make everyone shower after gym and the older kids will punch you in the nuts if you don't have pubes.

Nice, where are you repped? My dad's an agent at Don Buchwald and Associates.

This is our community we're talking about. Who are these doctors?! How is this not in the news?!

We were on our way to the Fashion Square mall when we were stopped and told that doctors were killing babies. And that ends now.

There are some sketchy girls in a Mini Cooper that were making anti- semitic remarks and made us feel unsafe.

Look, if we don't get that drone, his dad is going to kill him. He's crazy. He drinks wine every night. And he once screamed at me for going into his music memorabilia room without permission.

We'll figure it out. There has to be, um, a way of, um, the money.

And there are still seats available for our winter recital tonight at John Adams Middle School. God bless.

What's that erratic piece of shit doing this year? Did his dad rent puppies again?

No, no, it's cool. You can finally join the kissing club. Took you long enough.

I just looked it up. Molly is a sex drug. We're dealing with nymphomaniacs.

Well, we don't know if it's our community or some other community.

You think everything's a trap! It's a business transaction. They're businesswomen. If they fuck us, we'll never do business with them again.

My best friend is going through a crisis, so can you mind your own business?

I want you to be there for your friend. You think Soren will be there when shit goes down?

That's not because you're a good friend. That's just because you feel guilty. Admit you'd rather be with Soren.

Fabrizio is a better friend than you and we've only known him three weeks.

Eat my ass, honey! You're the biggest traitor ever. Go jerk off to Mrs. Huberty's yearbook picture.

They didn't care. But we told them everything about the girls and the drugs. They're being really cool about it and said they'd let us go if you bring the real drugs. Do you still have them?

And I'm sorry I told everyone that you jerked off to the lunch lady.

Okay, I'm going to cause a diversion by pretending I have appendicitis.

When they come over to see what's wrong, you guys grab the bikes and haul ass.

I don't suffer from dwarfism. That's offensive to me and it's offensive to dwarfs.

My best friend is ditching us for the popular kids because he thinks we're losers.

I don't know. Because we're not into sports, we're into singing.

She burned our bikes. It's the only way to make it back in time.

We're not getting grounded and we're not gonna miss that recital.

Thank you. As well, we're big fans. It's an honor to be on CNN Heroes.

What Max means is, we're still figuring it out. For instance, I love to sing, but I also love to dance. That's what my bio says on my Instagram account.

He's looking for an excuse. He said if I screw up again, I'm gone.

Even if we can get to the mall, how do we get five hundred dollars?

... Jeremy Renner is the best Jason Bourne. He's Hawkeye. Matt Damon was only good in "We Bought a Zoo."

Why would Optimus Prime have a human driver? That makes no sense.

Guys, maybe we can get on a mailing list and help, but right now we need to get to the mall!

Wait, I have a question. What's next? Do you become a horse cop and then you get a car?

Max, that was so genius. You don't even understand -- you saved my life.

You're invited to Soren's party? When were you going to tell us?

Fuck, yeah I wanna sing. This might be the last time we ever sing together.

If you leave it in the car, some little kids might think they're vitamins and O.D.

The Girls stare up as the Drone LURCHES from side to side, DROPS thirty feet, SPINS out of control. BACK TO:

Quentin and X-Ray jostle for control of the iPad. Fabrizio now dry-humps the pillow from behind.Quentin lets go, sending X-Ray falling back. The iPad SLIDES under the couch. They all GASP.

The Drone suddenly NOSEDIVES, going straight for the Girls, who scream and DUCK for cover.

ON THE DRONE FEED The boys watch in horror as the DRONE plummets. Max scrambles to the couch and stretches out his arm. The iPad is just out of reach.The others can barely lift the couch, but it's just enough for Max to reach the iPad.

The boys breathe a sigh of relief. ON THE DRONE FEED Almost like a zombie movie, the three GIRLS move toward the drone, arms outstretched.Max jerks the iPad up. The Drone rises, barely escaping Lily's outstretched hand. The guys CHEER, until --

We need to a'help. Doctors are a'killing babies. If a'not us, who? If a'not now, when?

Finally I can see you crystal clear / Go ahead and sell me out and I'll lay your shit bare.

The scars of your love remind me of us / They keep me thinking that we almost had it all.

The scars of your love, they leave me breathless / I can't help feeling...

Hannah LAUNCHES herself off a chaise lounge, GRABBING the landing skids of the drone and taking it down.

The camera shakes, catching images of grass, sky and then -- HANNAH'S FACE comes into focus. The boys stare in horror.A hand covers the drone's camera. The screen goes BLACK. After a beat, all three girls appear in frame, smiling and flirty.ON THE BOYS Slack-jawed. Quentin turns to the others.Fabrizio pulls a travel-sized Axe Body Spray from his pocket and douses himself.They all head for the door. Quentin stops, considering:

Hannah opens the front door to REVEAL our four boys. They've all combed their hair and tucked in their shirts. Hannah towers over the boys.X-Ray clocks the drone on the kitchen island.The boys study the girls with a mix of fear and desire.As soon as they've stepped into the foyer, Lily appears behind them and SLAMS the door shut, LOCKING them in.Lily and Jaslyn block the door.The boys clearly have no idea what "objectify" means.CUT TO:

Hannah, Lily and Jaslyn stifle laughs.The Boys enter, completely transformed: dresses, makeup, painted fingernails, mascara, barrettes, the works.Hannah holds up her phone and snaps PHOTOS.Hannah tosses the phone into her bright yellow BEACH BAG.X-Ray begins hyperventilating. Mascara RUNS down his face.Lily takes the Drone and puts it on the floor. She lifts her foot over it, taunting him. Hannah and Jaslyn laugh. X-Ray runs over and covers the Drone, protecting it.They look over to see Quentin holding Hannah's beach bag.Quentin races out the back, Hannah hot on his heels. X-Ray BITES Lily in the calf.X-Ray scoops up the Drone and races for the yard. Max and Fabrizio follow. Jaslyn jumps in front of them. Fabrizio KICKS her in the crotch. She goes down.BAM! From the ground, Jaslyn UPPERCUTS Max in his balls. He crumples. X-Ray and Fabrizio scoop him up and keep running.

Quentin races alongside the pool. Hannah's gaining. He runs past a patio chair and knocks it down, TRIPPING Hannah. The other boys hurdle over her and join Quentin. They reach an EIGHT FOOT FENCE blocking them in. To them, it might as well be twenty feet.Max lifts Quentin up and over, followed by Fabrizio, who then pulls Max up. Max straddles the top of the fence and lowers his arm down to X-Ray, who cradles the drone. Max strains to pull him up. X- Ray looks back. The girls are gaining.He's almost over when suddenly, he's jerked back. Lily pulls at the drone's plastic frame.X-Ray loses his grip on the drone.Lily pulls the drone away from X-Ray. It falls to the ground. She grabs his leg. X-Ray struggles to wrestle free and accidentally KICKS her in the head.Lily SMASHES the drone.Max pulls X-Ray over the fence. ON THE STREETA COUPLES passes pushing a stroller.The boys RACE down the street, sundresses flapping in the wind. CHYRON:No one speaks. X-Ray's Dad shakes his head.The boys watch as X-Ray's Dad leads him to the front door -- dead man walking. CUT TO:

What happened to your clothes? You're filthy. What's going on with you?

This is why you're going to Camden next year. You need to learn character.

Well, it's not your decision. After the show, we're going to sit down and have a talk about respect and honesty.

Lily drives. Hannah sits shotgun, phone to her ear. Jaslyn leans in from the back.Whoever Jordy is, none of them jump at this idea.Off the Girls, considering.

CLOSE ON Quentin, struggling mightily to open a FLINTSTONES VITAMIN PILL CONTAINER.PULL BACK TO REVEAL Max, Quentin, and Fabrizio, all dressed in SCHOOL UNIFORMS, sit at the front of the bus. They rummage through Hannah's bag. Fabrizio pulls out a tampon. Quentin snatches and inhales deeply. Another KID peers over and gags.SOREN, 12, who looks like the son of Cindy Crawford and Rande Gerber, calls from the back of the bus.Quentin stands on the seat and starts thrusting wildly in the air. Max slouches in his seat, embarrassed.The bus STOPS and a few kids, including X-Ray, step on. He looks terrible.X-Ray hands Max a BROCHURE.X-Ray looks down.They take this in. Quentin pulls out his phone.X-Ray exhales, relieved. The theme song of "PRETTY LITTLE LIARS" starts playing from inside Max's backpack. He pulls out Hannah's phone. The caller ID reads: LILY.Quentin takes the phone.Quentin answers.Quentin hangs up. Fabrizio, Quentin, and X-Ray laugh, pleased with themselves.

I invited some seventh grade girls, so... could turn into a kissing party.

Hey bitches, saw your pics on Instagram. Did it take you a long time to do your makeup?

To establish. The bus pulls up to the curb. Waiting for them are HANNAH, LILY, and JASLYN.

The other students get off the bus. Our guys just stare out the window, terrified of the girls.CUT TO:

SLO MO. Over Katy Perry's "ROAR" -- Max, Quentin, X-Ray, and Fabrizio confidently step out of the bus and join a PONY-TAILED TEACHER and eight of the LEAST POPULAR STUDENTS in the school. They're all wearing blue smocks that read "STUDENT COALITION AGAINST BULLYING."Max is mortified. This is so uncool. The SCAB MEMBERS, along with our boys, interlock arms to form a HUMAN CHAIN. They march up to Hannah, Lily, and Jaslyn. The SCAB LEADER, a boy with a wispy mustache and a heavy lisp, addresses the girls.The Girls stare back, like "Is this happening?"The Human Chain marches to the school. As they march, we see the back of their smocks reads, "I'M A SCAB FOR LIFE." Our boys turn back to see the girls giving them the "slit your throat" motion. Hannah's shirt lifts up slightly, revealing a hint of flesh. The boys notice.As the boys enter the school, "ROAR" switches from Katy Perry to -- an ALL BOYS CHORUS.

Bullying is whack, get on the right track! Bullying is whack, get on the right track!

When you attack one of uth, you attack all of uth! Your weakneth giffs uth strength!

We pan over the bored faces of the STUDENTS until we land on the faces of our four boys -- eyes closed, passionate, deeply connected to the performance. A music teacher, MS. GRANDY, 70s, basically deaf, accompanies them on the piano.On the word, "FIGHTER," the boys all pantomime PUNCHING.On the word, "CHAMPION," the boys raise their arms in triumph.On the word, "ROAR," the boys all pantomime ROARING by rearing their heads back. The song concludes.The bell RINGS. All of the boys quickly head for the door.Quentin's phone BUZZES. He looks around and then walks into a closet with instruments. He closes the door behind him.

Wait, wait, wait. Big night tonight. Everyone needs to be in costume by five-thirty. And make sure to go to the bathroom before we get on stage. No accidents this year.

Max, X-Ray, and Fabrizio exit. Soren calls out to Max.X-Ray and Fabrizio are surprised. Max hides his excitement.Max jogs over. Soren leans against his locker with two equally cool kids. They all have the same haircut, where they constantly flick the bangs out of their eyes.Soren look over, notices X-Ray and Fabrizio imitating their favorite DINOSAURS.ANGLE ON Quentin. He exits the Music Room, joining X-Ray and Fabrizio.Quentin notices Max and Soren talking. They fist bump. Quentin looks very concerned.Max returns to the others.Max notices that X-Ray's eye are welling up.X-Ray lets out a squeak. He's on the verge.SMASH CUT TO:

The four boys are huddled in a tight stall. X-Ray is BAWLING.Quentin types into his phone.The door from the hallway opens. They all shush one another. They listen until they hear the sound of urination.Max peers over the stall to see ROBIN, 12, nosy, peeing.Fabrizio pops up.Quentin pops up.They return to their huddle and continue whispering.Max extends his hand meaningfully. X-Ray takes it, forming the clasp for the "Boys and Girls Club of America."Quentin pops up, his face red with anger.CUT TO:

Students roam the halls in between periods. An elderly SECURITY GUARD sits at the entrance, reading an AARP Magazine article about Antonio Banderas. The boys sneak past him.

Quentin, X-Ray and Fabrizio stand on the ROOF, twenty feet up. They look down nervously at Max, who's on the ground.Fabrizio grabs onto a PALM FROND and STEPS OFF THE ROOF. His weight LOWERS the frond all the way to the ground -- like a SWISS FAMILY ROBINSON "ELEVATOR." He lets go and the Palm Frond snaps back up to the roof. Quentin follows and lands on the ground. The frond snaps back up to X-Ray.X-Ray throws his bag to the ground and grabs the branch. He starts to lower, but then it STOPS, leaving him DANGLING ten feet above the ground. X-Ray's weight is not enough to bring the branch all the way down.X-Ray shakes, but the branch doesn't move. A BEE buzzes by X- Ray's face.He frantically tries blowing it away. The bee STINGS him.Fabrizio springs to action and grabs X-Ray's bag, searching for the epi-pen.Max and Quentin gather underneath X-Ray, arms outstretched. He DROPS and lands between them with a THUD.Fabrizio pulls the pen out of X-Ray's bag and JABS it into X- Ray's thigh.CLOSE ON a UNI-BALL PEN sticking out of his leg.Max pulls the real EPIPEN out of the bag.Max jabs it into X-Ray's other leg.

The school recedes in the background. X-Ray LIMPS behind the others. His pants have puncture wounds and his cheek is hugely swollen from the sting.Quentin shrugs. Max smells his armpit.Quentin turns back and takes a photo of X-Ray's face.Max smacks Quentin's hand.Max's phone buzzes. He checks it. Quentin smacks Max's hand.The guys CHEER. They step out of the woods and onto --

Their celebration is short-lived as a POLICE CRUISER, lights flashing, pulls up alongside them.The OFFICER sticks his head out.A moment of panic as the guys all intuitively turn to Max. He thinks quickly.The Officer drives off.Quentin's annoyed that someone else is receiving adulation.This seems like a deep observation. They contemplate it.

Quentin and Max play Grand Theft Auto while Fabrizio watches with interest. X-Ray peers out the window, impatiently.Max's Avatar lies prone on a rooftop, taking aim at a FEMALE COP, who stands beside a trash can fire. He shoots and misses.St. Cloud comes at the Avatar and Max shoots her POINT-BLANK in the face, causing her head to EXPLODE. None of them react.The doorbell RINGS.He's about to open the door when --

The boys are weaponed up: Max holds a broomstick. Quentin has a tennis racket. X-Ray enters with a PAINTBALL GUN.Quentin snatches the paintball gun and hands X-Ray the tennis racket.Quentin tucks it in his elastic waistband. Fabrizio races down the steps. He's wearing an S&M MASK and holding a set of ANAL BEADS.They all take a strong whiff.Fabrizio whips the anal beads over his shoulder like nunchucks and smacks X-Ray in the face.X-Ray opens the door to REVEAL -- a balding MAN wearing a Vassar College t-shirt. He is surprised to be facing four twelve year old boys, one wearing a leather S&M mask.Max politely extends his hand. Claude shakes it uncertainly.

Oh, oh. You think? No, no! I want Peaches for the carpool lane... so I can get home to my family faster.

Yeah, but now that I'm here and looking at it and it's out of the box -- I feel like it's only worth four.

CLOSE UP: A SEX DOLL'S lifeless eyes and open mouth. Claude inspects the doll carefully, gently opens her mouth.Claude notices the kids looking at him strangely.Claude hands Fabrizio a wad of cash.Quentin holds up his hand.The boys look at Quentin like he's crazy. Quentin turns to Max.Claude considers this.He pulls out some more bills, hands Fabrizio all the cash. He pulls out a sundress from his satchel.The Boys dutifully lift up the doll's arms as Claude pulls a sundress from his bag and slides it over her arms.

The Boys struggle to carry Peaches to Claude's Maxima.He opens the trunk and motions for them to place her inside.He opens the passenger door and the guys put her in. Quentin extends his hand.Claude gets in the car and drives off. They wave goodbye.OVER DEMI LOVATO'S "CONFIDENT":

The garage OPENS and the boys step out, rolling out a woman's bike and a seven year old girl's bike. QUICK CUTS: -- The boys apply liberal amounts of sunblock to any exposed skin. They help each other apply lotion to their necks. -- Velcro straps are fastened around ELBOW PADS. -- HELMET straps are tightened. -- Water bottles are inserted into water bottle slots in a backpack. -- X-Ray clips on a REFLECTOR VEST. CHYRON: TWENTY MINUTES LATER They're about to set off.Max runs back into the garage and comes out with the PAINTBALL GUN.Quentin holds the little pink bike.Quentin takes X-Ray's bike. Max leans over to X-Ray.They look over to see Fabrizio. He's riding a road bike with clip-ons. They pull out onto the street. Max sees Quentin isn't wearing his helmet.

Hannah sits in math class, bored. A MATH TEACHER motions to a right triangle on the board.Everyone is silent. Hannah looks up, notices Lily in the little window in the classroom door. Hannah raises her hand.

So if side "A" is 4, and side "B" is 9, what is the length of the hypotenuse?

Lily holds out her phone to Hannah and Jaslyn, who's also joined. A map with a blinking, moving cursor is on the screen.CLOSE ON A map with a blinking, moving cursor on the screen.

The boys bike down an empty street, laughing and smiling. They try to bike with no hands. This is freedom. QUICK CUTS: -- They unsuccessfully try to pull wheelies, jump curbs, bunny-hop, etc. -- The boys bike through a SPRINKLER, legs outstretched. -- A dog runs up to the edge of a fence and BARKS at them. The boys, startled, speed off, laughing. Pure joy.

The boys have stopped to rest. Max drinks from a water bottle, passes it to the others. A PICKUP TRUCK pulling a COVERED TRAILER slows to a stop. Emblazoned on the side is "MONSTER ENERGY DRINK: UNLEASH THE BEAST." Through a fenced-in window on the side of the trailer, TWO YELLOW EYES appear.The Pick-Up Driver ignores the boys as he turns onto the congested 101 on-ramp.X-Ray checks his Apple Watch.Fabrizio checks his Fitbit.Max looks at X-Ray's GPS app.He types.This hits them like a ton of bricks.X-Ray puts his head in his hands. Max puts his arm around him.Quentin shakes his head at Max and Fabrizio like, "No, that's real."

Top down. The radio plays. Jaslyn checks the "Find Your iPhone" app.She points to the 101 freeway on-ramp.Hannah rolls her eyes.

Bumper to bumper traffic. Cars honk. On the edge of the southbound side -- MAX, QUENTIN, X-RAY, and FABRIZIO.The boys step onto the FREEWAY and weave their way through the gridlock. DRIVERS poke their heads out of the car, shocked to see twelve year olds on bikes crossing a major freeway.The Older Driver shakes his head as the boys reach the MEDIAN. ON LILY'S MINI COOPER stuck in traffic.She points to the boys CROSSING the freeway.ANGLE ON The boys make their way to the MEDIAN. The northbound traffic is still crawling along. The guys celebrate.They all look in the direction they just came from.TURN TO REVEAL A blue and red eighteen wheel truck.They all motion for the driver to honk his air horn, raising and lowering their arms feverishly. The DRIVER notices them, rolls down his window.The Driver shakes his head, then pulls on his air horn. The boys explode in CHEERS and HIGH-FIVES.They turn around. The traffic has picked up. Cars now whiz by at 70 MPH. The boys are startled by the sound of the zooming cars.They turn back to see that the southbound traffic has begun moving as well.Cars speed past them on both sides. Drivers honk and point.They nod. They stare at the traffic, trying to time it, then --Max, Quentin and Fabrizio pedal furiously across the freeway amid the sounds of long honks and screeching brakes. They make it across, followed closely by X-Ray, who RUNS WITH HIS BIKE BESIDE HIM. As he makes it to the safety of the shoulder, an SUV hits the BACK WHEEL of his bike, sending it FLYING into an -- ONCOMING PRIUS. The boys watch in horror as the Prius BRAKES to avoid the FLYING BICYCLE, which causes -- The Monster Energy Drink TRUCK to SWERVE -- FLIPPING the hitched trailer onto its side. Sparks fly as it rear-ends the Prius, which pancakes into the SUV. The battered rear door of the trailer hangs from a hinge. Cars behind them slam on the brakes, but it's too late. Each car SMASHES the one in front. ON THE BOYS Staring, slack-jawed.They hastily pull their bikes up the embankment. ON THE FREEWAY DRIVERS step out of their cars to survey the damage. ANGLE ON Claude and Peaches (the sex doll), now in the carpool lane. Claude sighs, stares out the windshield at the gridlock.ON LILY'S MINI Now stopped in the gridlock. Hannah stands on her seat to get a better view.ON THE TRAILER The crumpled rear door swings OPEN -- And the two yellow eyes EMERGE from the darkness. They belong to a LION who surveys the unfamiliar surroundings and lets out a mighty ROAR. The Pick-Up Driver hops out of the cab, sees the lion, and immediately hops back in and locks his door. THE LION In predator mode, the beast stalks its way through the gridlock. CLICK CLICK CLICK. In rapid succession, automatic locks snap closed. ON LILY'S MINI Not moving. Jaslyn stands up on her seat to get a better look. She immediately drops back down.The Lion emerges from between two cars and stops, studying Lily's convertible. It ROARS.Lily slams the button to close the roof. VRRRRRRR... The convertible roof motor slowly whirs to life. It feels like an eternity. People watch from the safety of their own cars.The Lion jumps onto the hood and lets out a ROAR.The Girls scream in terror, but that doesn't stop Jaslyn from pulling out her phone to record. She turns the phone on herself and immediately makes a pouty face as she continues to scream. The Lion makes its way up the hood, putting its enormous paws on the windshield. A single sheet of glass now separates them. It takes another step, just as the ROOF LOCKS INTO PLACE. It crawls onto the roof, which begins to BUCKLE and jumps off, disappearing between the stopped cars.She lowers the phone, fixes her hair, and starts over.Suddenly, they HEAR an earth-shattering SCREAM. The whip around to see -- THE LION VIOLENTLY PULLING a WOMAN THROUGH THE OPEN WINDOW OF A PASSENGER SEAT. It's horrific. Fortunately, it's not a woman. It's Peaches (the sex doll). Claude desperately holds onto her by her legs.The Lion tears Peaches' head off and stalks away. It passes Hannah's car with the head in his mouth. The girls let out a blood-curdling scream. BACK ON CLAUDE Staring at the headless doll. He opens the front of her dress, making sure everything is intact. Breathes a sigh of relief.CUT TO:

Ugh! / I hate that word. / What kind of pervert would write that?

Small shops and restaurants. The boys pedal furiously, weaving in and out of pedestrian traffic. X-Ray checks his watch.Up ahead, a large demonstration blocks their path. PROTESTORS hold signs and chant outside of a PLANNED PARENTHOOD. As the boys get nearer, they make out the signs -- "I CHOOSE LIFE"; "BABIES MURDERED HERE."A sweet-looking girl, WILLA, and a guy with a wispy goatee in a faded "Mike Huckabee for President" t-shirt, GIDEON, approach them, holding some pamphlets.The guys huddle up.Max turns to Willa and Gideon.The boys light up -- all their problems are solved.

So guys, we're trying to recruit more cool, young people to our movement. Come protest with us!

Come on, guys. You don't really think the mall is more important than a human life.

Tell you what: let us take a few pictures of you holding up signs for our email blast and we'll call your school and pretend to be your parents.

Our movement is growing stronger every day. And we will be here for years to come. How do I know? Because I've seen the future. And it's right here.

... I will definitely make sure to sign them out with you next time. Okay, you, too.

Because we live in a world where the Supreme Court says it's okay for a woman kill her unborn child!

The boys watch as Gideon finishes up a phone call. He cups the phone to drown out the noise of the protest.Gideon hangs up, turns to the guys.The boys enthusiastically raise signs and protest aggressively.ANGLE ON The front of the protest. Willa speaks through a MEGAPHONE.The Protestors part to make a path. The boys, surprised, walk uncertainly toward the front as the Protestors applaud them.She hands the megaphone to Max, but Quentin snatches it away.The crowd hoots and hollers. Quentin loves the adulation.The crowds ERUPTS. Quentin begins pacing back and forth, really getting into it.The crowd loves this idea. Shouts of "YES!" A DOCTOR hustles past the crowd toward the clinic entrance. Max takes the megaphone.The Doctor enters.The crowd cheers.Max lowers the megaphone. The boys look at each other.The boys gasp.SMASH CUT TO:

The Boys struggle up a steep hill except for Quentin, who stands on Max's pegs. X-Ray rides Quentin's bike.

OVER BEETHOVEN'S "SYMPHONY IN A MAJOR" -- CLOSE ON A YOGURT spout as it fills a cup. And keeps filling and filling. Quentin laughs in delight as the yogurt spills over the side. X-Ray lovingly ladles hot fudge onto his towering mound of yogurt. Max scoops every topping imaginable onto his. He reaches a beautiful fruit section. He grimaces -- "gross" -- and walks right past it. Fabrizio puts his head under the spout and lets the yogurt spill into his mouth. The middle-aged CASHIER sees him.

CLOSE ON TV A Helicopter POV of the now-shut down 101. Cars are backed up for miles. CAPTION: Escaped Lion Decapitates Sex Doll, Shuts Down 101. The boys are now seated and messily eating from their overflowing bowls, completely oblivious.X-Ray FARTS. The others laugh. A SENIOR CITIZEN COUPLE looks over, disgusted. They get up from the table.Quentin FARTS.Max looks down guiltily. The CASHIER approaches their table.He suddenly recoils from the smell.The Cashier rolls his eyes and begins to walk away. Fabrizio releases a long, thin, slide-whistle FART. The Cashier whips around.

The boys cross the parking lot.They reach the bike rack. Lily's Mini is waiting for them.Hannah starts to open her door.The Girls roll their eyes.Hannah throws opens her door, when --Hannah and the girls and our boys all look up to see a BIKE COP approaching.The Girls realize the Cop is addressing the Boys. They quickly drive away.The Bike Cop begins to pedal away.The Bike Cop looks up.The Bike Cop shakes his head and bikes off.

You don't need to cry... What are you girls doing out of school?

Jaslyn drives.Lily's phone BUZZES.Jaslyn pulls up to a red light. Lily reads the text.The Bike Cop pulls up next to them, KNOCKS on their window. The Girls jump and SCREAM.

Our boys, sweaty and tired, bike down the sidewalk of the busy thoroughfare. They round a corner -- and then, like an oasis in the desert -- they see -- The Fashion Square Mall.They cheer. High-fives all around.

The Bike Cop approaches Hannah's car. Hannah rolls down her window. Her eyes are welling up.The Bike Cop sighs.Lily leans over from the passenger seat. She's crying, too.From the back, also crying --They all stop crying.The Bike Cop walks off. Hannah turns to the others.CUT TO:

Lily's Mini has pulled over, hazards flashing. A hulking Ford F-150 with an illegal tint job pulls up behind them. They tense, nervously awaiting their fate. TRUCK NUTZ dangle from the back bumper. The front door of the pickup opens, revealing a TATTOOED HAND. A combat boot steps out.TURN TO REVEAL JORDY, 18 -- and she's not happy. Inked up from her hands to her neck. Dressed like Dennis Hopper in Easy Rider, tassled suede jacket, ripped jeans.Jordy stares the girls down. There's a menace to her.Hannah doesn't move.Hannah reluctantly walks over to Jordy.A Minivan pulls up to a red light. The passenger window rolls down. RAFI is playing. A little girl sits in a car seat. A SUBURBAN DAD calls through the window:Jordy takes a step toward his car.The girls exchange a look -- Jordy's crazy. Scared, he rolls up his window and stares straight ahead. The light turns GREEN and the minivan PEELS OUT.

And if your cunt dad hadn't divorced my mom, we'd still be sisters.

I was just saying, this is a really busy street and the cars fly by.

You keep coming for me, but I didn't send for you. So don't tell me where I can stand, bitch.

I'm gonna make this real simple: give me my Molly back and I'll let you get back to recess.

Alright, here's what's gonna happen: there's a playground on the corner of Chandler and Van Nuys. Meet me there in thirty minutes. Call the cops and you'll never see your family again.

You think you can switch out my drugs for kids vitamins and there won't be consequences?

Your basic suburban mall. Muzak. Fountains. Food court. Fluorescent lighting. Pac Sun. Lids. GNC. Aldo. Starbucks. Starbucks-To-Go. The doors automatically open and our boys step in. They made it.

Max, Quentin, X-Ray and Fabrizio race up the escalator, pushing past shoppers.

It's mostly electric corkscrews and towel warmers. Fabrizio plays with an electric corkscrew as the others approach the check-out counter. The Brookstone SALESMAN, 35, with thinning hair and goatee, looks up.The boys are shell-shocked. The Salesman laughs.He pulls it out from underneath the counter. They breathe a sigh of relief.They hadn't considered this.In the b.g., Fabrizio sits in a vibrating massage chair.Fabrizio flips over in the chair so that the front of his body is pressed into the chair.Fabrizio is now straddling the chair, his legs dangling over the arms. He's really working the chair.The Salesman rings up the drone.The Salesman removes the warranties from the price.

The warranty's great, but it doesn't cover everything. The guarantee covers the rest.

Alright, we're all set. Oh, wait. I forgot the most important one: do you want Brookstone Care?

Look, say you're with your parents in Spain and they start fighting in some tapas restaurant. You're like, fuck it, I don't need this. And you go outside to play with your drone. And then you fly the thing into a thousand year old church. Hey, that's cool, I've got a warranty and a guarantee, life is good...

Ehhhh! Here's what you don't know. The warranty and guarantee are only good in the continental United States and some parts of Canada. Brookstone Care is worldwide. So should I throw it in or do you want to be fucked in Europe?

Okay, the drone is five-fifty and then another three-twenty for the protection plans, et cetera... that'll be... nine hundred nine dollars and eighty-eight cents.

Why'd you let me go on about the protection plans? I've got shit to do. Fuck.

Just... come back when you have thirty-eight dollars or don't come back.

The boys stand dejectedly outside of Brookstone.The other guys try to comfort him, but are clearly distracted by something just off-screen.WIDEN TO REVEAL A YOUNG MOTHER BREASTFEEDING ON A BENCH a few feet away. She notices them staring at her.The Young Mother rolls her eyes.CUT TO:

Half full. RETIREES read newspapers and eat alone. MALL EMPLOYEES on lunch break. Tired MOTHERS contend with restless children. CLOSE ON QUENTINCLOSE ON MAX As he belts out the first lines of ADELE's "Rolling in the Deep" in an angelic falsetto.Customers slowly look up from their food to find -- Fabrizio standing ON TOP OF A TABLE and singing his heart out. He sings in perfect English.ANGLE ON Max and Quentin, at the next table over. They begin rhythmically pounding their fists onto the table, providing a back beat.Fabrizio walks over to a SIX-YEAR OLD sitting with his mother and musses his hair. The boy pushes Fabrizio away, who continues to perform.ANGLE ON The ESCALATOR. X-Ray RIDES down the bannister. At the bottom, he jump off and dance-jogs into the Food Court. He joins Fabrizio in the chorus.Max and Quentin jump on their table and sing backup. Quentin accidentally steps on an OLD MAN's burrito.Max and Quentin grab two ORANGE TRAFFIC CONES nearby and sing through them, like two synchronized trumpeters. The Guys are way more into it than the Shoppers, although a few mouth the words.Quentin immediately shushes her.Max comes over to Quentin and they sing to each other, beaming, their faces just inches away.A female SECURITY GUARD comes over. Instead of stopping, the boys immediately surround her, dancing and singing, trying to incorporate her in to the show.X-Ray and Fabrizio grab squeeze bottles off of a table, sending streams of ketchup and mustard into the air. ANGLE ON A stone-faced JANITOR watching. The boys all clasp hands and bow deeply. Shoppers APPLAUD.The boys take their bike helmets and go table to table soliciting money.CUT TO:

The boys exit Brookstone, triumphant. X-Ray holds the large Drone box over his head. They're in high spirits.They look up to see a SUBURBAN MOTHER, early 40s, dressed in workout clothes.They all look caught. This is really bad, then --Max puts his arm on Fabrizio's shoulder to quiet him.The Woman nods, taking this in.She walks off. Max returns to the others, who are clearly annoyed.

And if you don't want to come to Soren's birthday tonight, I'm sure he'll understand.

The boys exit the mall.Fabrizio sees something over Max's shoulder. His eyes go wide.The guys look over to see Lily's MINI charging right at them. They take off running. X-Ray struggles to keep up while holding onto the drone box.

Lily drives.Lily FLOORS it, then brakes abruptly.ON THE BOYS Running for their lives. Behind them, Lily continues to floor it, brake, gingerly go over a speed bump, and repeat. Quentin turns back to X-Ray.Quentin runs back and helps X-Ray carry the box.Suddenly, a black PICKUP TRUCK screeches to a stop, almost running them over. It's JORDY.Jordy swings open her door, KNOCKING X-Ray and the drone to the ground.They grab X-Ray and take off into the PARKING STRUCTURE.ANGLE ON JORDY She picks up the drone box from the ground and smiles.

Jordy's truck slowly drives down the aisles looking for the boys... They're nowhere to be seen.Hannah scans the garage from the passenger window. Nothing. They pass a MINIVAN and continue down the row. A WOMAN approaches the mini-van, gets in, and drives off, REVEALING -- OUR BOYS LYING IN THE NOW-EMPTY PARKING SPOT. They stand, covered in dirt, grease, and oil and scurry off to a nearby stairwell, narrowly avoiding -- LILY'S MINI. She pulls up alongside Jordy's truck. Lily rolls down her window.

The "Pretty Little Liars" theme song PLAYS. Max pulls out Hannah's phone, checks the caller ID. It reads: CRAZY BITCH.Max answers. The others listen.INTERCUT WITH:

Jordy speaks into her truck's bluetooth.Max covers the phone, turns to the others.The boys shrug.Jordy shoots Hannah a dirty look.CLICK. Quentin holds out his phone to the others.This rocks them to their core.Max opens his bag, pushes the paintball gun aside and grabs HANNAH'S BAG. He pulls out the FLINTSTONES PILL BOX. Quentin takes the pill container and tries to open it. He struggles with the child seal.Fabrizio bangs the pill box against the metal railing.QUICK CUTS: -- They all take turns trying to open the container. -- X-Ray throws it against the wall. -- Max tries using the edge of the step as a fulcrum. CHYRON: 10 MINUTES LATER

An ELDERLY WOMAN opens the pill bottle for them.She walks off. Fabrizio's about to pull one out when Quentin stops him.Fabrizio carefully dumps a pill onto his outstretched shirt. On the pill is a SMILEY FACE EMOJI. They look relieved.Max shakes his head.DISSOLVE TO:

The boys sit on the swings, waiting. X-Ray checks his watch.Jordy's truck and Lily's Mini pull up. The girls exit the car and approach. Lily holds the drone box. The boys tense.The boys are petrified. They look at one another and then slowly unlace their sneakers. Fabrizio casually begins undressing.Max pulls Hannah's bag from his backpack.X-Ray approaches Lily. Max walks over to Jordy.Lily gives X-Ray the drone box. Jordy looks through the bag, pulls out the pill box. Gives it a shake.Hannah takes the bag, rifles through it.Quentin holds up the phone.Quentin looks at the other boys. They nod. Quentin walks over and hands the phone to Hannah. She opens her phone to REVEAL the pictures of the BOYS DRESSED IN DRAG. Jordy looks over and cackles. She snatches the phone from Hannah and starts typing.Jordy tosses the phone back to Hannah.Hannah, Jaslyn, and Lily look back at our boys, whose eyes start to well up.The girls mouth "sorry" and follow after Jordy. The boys are desperately trying to hold back their tears. As soon as the girls hop in the car, the flood gates open. All four boys BURST INTO TEARS.

The boys, still crying, pedal down the sidewalk in silence. The drone box sits in the basket of Max's bike.Something catches Max's eye. He drops to the ground.The boys quickly duck down between two parked cars.Max points across the street. They all turn to see X-Ray's Dad exiting a jewelry store with a small bag. He heads to a parked car.A YOUNG WOMAN exits the jewelry store and follows X-Ray's Dad to his car. She gets in.X-Ray's Dad and the Woman share a passionate KISS in the car. The boys watch, shell-shocked, as the car drives off. They all fall silent. None of them know what to say. After a beat --Quentin awkwardly puts his arm around X-Ray.Max hesitates.Max pushes him. Quentin pushes him back.They feint pushing one another.Max lamely does a side kick.SMASH! They look over to see the drone box on the ground. X-Ray picks it up and slams it to the ground. The boys watch in shock. He kicks the box, then picks it up and swings it into a telephone pole. Fabrizio takes a step forward to stop him, but Quentin holds him back. X-Ray drops the destroyed box in a trash can.X-Ray doesn't wait for the others and starts to bike off. They start to follow. Quentin turns to Max.CUT TO: ON X-RAY AND FABRIZIO, WITH QUENTIN ON HIS PEGS -- Biking down a sidewalk. ON MAX -- Biking down a different sidewalk, alone. WIDEN TO REVEAL They're all biking down opposite sides of the same street. Max sees Quentin and the others turn down a side street and disappear. He shakes his head. DISSOLVE TO:

Streetlights hum to life as the sun sets. Max's phone RINGS. He stops and pulls his phone from his backpack. Checks the caller ID: QUENTIN. Max answers.INTERCUT WITH: TIGHT ON Quentin.Max pulls a FLINTSTONES VITAMIN PILL BOX from his pocket.Quentin nervously glances over his shoulder to REVEAL -- Jordy menacingly playing with a butterfly knife in an ABANDONED RAILYARD.Jordy shakes her head. She motions for Quentin to wrap it up.BACK TO MAX His eyes go wide -- "Officer St. Cloud?" BACK TO RAILYARD X-Ray and Fabrizio look up -- "Officer St. Cloud?" Jordy glares at Quentin, doesn't say anything. Quentin nervously puts the phone back to his ear.Max hangs up. He thinks, then makes another call. INTERCUT WITH:

Soren studies three OUTFITS laid out on his bed. His phone rings.Max hangs up, unsure what to do.

Saticoy and Van Nuys. This is a far cry from the bright lights of Ventura Boulevard. A graffitied billboard for a long-shuttered strip club hangs above a blown out ticketing office. Jordy's headlights illuminate Quentin, X-Ray, and Fabrizio, all huddled together on the ground. Jordy grabs one of the boys' bikes from the bed of her truck and tosses it to the ground. ANGLE ON HANNAH, LILY, AND JASLYN They speak in hushed tones.Hannah shakes her head, scared. Jordy grabs the other bikes from the back of her truck.She tosses the bike on top of the other and walks back to the truck. She rummages inside, grabs something from the glove compartment. Quentin looks around for an escape.Behind them, Jordy walks over to the bikes and DOUSES them with lighter fluid.WHOOSH! The boys' bike IGNITE into a pyre of twisted metal and rubber. The boys watch in horror as their only way home goes up in flames.

Max pedals furiously down the sidewalk. He skid stops and races over to a TRASHCAN. He rummages through it until he pulls out -- THE DRONE. He tears open the box and inspects the damaged contents. He lifts a propeller that's broken in half.

Jordy sits on her truck bumper. The TRUCK NUTZ dangle between her legs. She cracks her neck, checks her watch. The remains of the bikes smolder in the background.Quentin bristles as Hannah leads him off.

Quentin has his back to Hannah. He looks over his shoulder.He starts to go.This buoys Quentin's spirits. They start to head back, Quentin walking a little bit taller.

We HEAR a sputtering hum. ON an OLDER COUPLE -- SOMETHING comes right at them. They duck out of the way. ON A CAR -- The bored DRIVER's eyes suddenly go wide and she REAR-ENDS the car in front of her. TURN TO REVEAL THE DRONE -- Sputtering down the middle of the street, like a drunken bumble bee. The drone drops five feet, swerves to the left, then coughs its way back to its flight path. It turns down a street, rising higher and higher. ON MAX -- Manning the drone from his iPhone while simultaneously biking.

EYE IN THE SKY POV Taking in the location from above: -- THE ABANDONED STRUCTURES -- THE TRAIN TRACKS -- THE BOYS HUDDLED BY THEIR BURNING BIKES (Note: it has a striking resemblance to the GRAND THEFT AUTO level the boys played earlier.) ON MAX Surveilling the layout on the drone controller. ANGLE ON THE DRONE, sputtering, flying erratically. It suddenly drops twenty-five feet. Stabilizes, then drops again. ON THE GIRLSJordy and the girls look up to see the drone quickly descending like a comet, flying past them and crashing into -- JORDY'S WINDSHIELD.She pulls the drone from the cracked windshield. She sees a note attached to it. She opens it.The Girls grumble.FROM THE DARKNESS --Jordy flicks open her butterfly knife, waves it toward the boys.ON MAX Perched on the roof, the paintball gun pressed into his shoulder, like a sniper. His finger touches the trigger. He adjusts the sight -- Jordy is in the CROSS-HAIRS. And he FIRES -- And hits Fabrizio in the kneecap!ON MAXMax starts SHOOTING, spraying paint everywhere. They all take cover, hiding behind Jordy's car. Jordy grabs Quentin and puts the knife to his fingers.In the shadows, Max cautiously steps down a wooden ladder attached to the building, making certain to put both feet on each rung. He jumps the last one, dropping eighteen inches to the ground. He lifts his arms up in surrender.REVERSE ANGLE The paintball gun is messily taped to the back of Max's T- shirt. Max pulls the Flintstone Pill Box from his pocket.She shoves Quentin out of the way and charges Max with the outstretched knife. Max reaches behind down his back for his paintball gun, but he's taped it TOO LOW. He reaches up his back, but it's TOO HIGH. ON JORDY Now running full speed, snarling and determined, just like the pitbull chasing Josh Brolin through the river in "No Country For Old Men." As she leaps, Max pulls his shirt over his head, giving him access to the gun. And at the last moment -- HE SHOOTS HER POINT BLANK IN THE FACE. Jordy goes down, writhing on the ground, her face covered in BLUE PAINT splatter.Max DROPS the gun in shock -- that wasn't a video game.Quentin runs to Jordy's truck, hops in, and pulls the keys from her visor.SPLAT! A paintball EXPLODES on the windshield beside X-Ray's face. REVEAL Jordy leveling the paintball gun on the boys. She has a crazed look in her eye.SPLAT! SPLAT! SPLAT! The guys jump into the truck, narrowly avoiding the paint. Quentin turns the ignition and keeps turning it, shredding the starter. The truck REVERSES at high speed, kicking up a cloud of dust before missing the exit and SMASHING THROUGH THE CHAIN LINK FENCE, FISHTAILING out onto the street.

Heavy breathing.We hear the CLICKS of belts being buckled. Quentin puts the truck in DRIVE and takes off. THE YARD Disgusted, Jordy points the paintball gun at Hannah's face, who instinctively puts her hands up.CUT TO:

A HELL'S ANGEL rumbles down the street. He looks over to his right to see Jordy's truck -- he double takes as it looks like the truck is driving itself.

The seat has been moved all the way forward and all the way up, yet Quentin can still barely see over the steering wheel. Max, X-Ray, and Fabrizio are crowded beside him. Max looks at his phone's GPS.Quentin jerks across two lanes of traffic to make the 170 freeway entrance. He steadies the truck.Quentin reaches over and Max takes his hand -- they do the "pledge" clasp. Up ahead, the rush hour traffic is slowing down.Quentin swerves onto the shoulder and guns it. The Truck FLIES past the stopped traffic.A SIREN SOUNDS. A STATE TROOPER IS BEHIND THEM, LIGHTS FLASHING.Quentin SWERVES ACROSS FIVE LANES OF TRAFFIC TO GET ON TO THE 101 FREEWAY. The boys cheer. The cheers fade when the see the gridlock up ahead.A SIREN screams as flashing lights pull up behind them.

The STATE TROOPER barks into the police radio.JORDY'S TRUCKMax tilts the REARVIEW MIRROR completely toward the passenger side.Quentin cuts the wheel, hops off the freeway and onto an EMBANKMENT. The engine WHIRS as the truck OFFROADS up the hill. The Cop Car attempts to follow them, but BOTTOMS OUT when it hits the embankment, shooting SPARKS everywhere. The black and white slides to a stop.

Code 3. 2-Adam-4 in pursuit of a black Ford F-150 heading southbound on the 405. Possible drunk driver.

Silence. Hannah drives. Lily and Jaslyn sit in the back. Jordy stares straight ahead, her finger dancing on the trigger of Max's PAINTBALL GUN. In the dark of night, with the dried blue paint cracked across her skin, she looks possessed.

A dozen cars snake into the driveway, passing a school marquee that reads: SIXTH GRADE CHORUS RECITAL: "WINTER CONCERT: MANIFEST DESTINY":

The boys pull up a block away from the school.Max pulls out a pen and writes a note. He tapes it to the pill box.Quentin shuts off the truck (leaving it in "Drive"). They quickly exit and start running toward the school. BEHIND THEM -- JORDY'S TRUCK BEGINS TO SLOWLY ROLL DOWN THE STREET. It picks up speed, side-swiping a row of parked cars and leaving a trail of broken side mirrors in its wake. It hops the curb, rolls through a grassy median. Cars honk and swerve. CUT TO:

A SPOTLIGHT shines from the Police Cruiser as a COP looks for any sign of the truck. He talks into the radio.A sound -- metal scraping? -- comes closer... and... closer. Car alarms begin going off. The Cop shines his spotlight and then stops on -- THE LION.The Cop looks back just in time -- To see Jordy's truck barreling down the street BACKWARDS at his cruiser. CRASH! The Truck T-BONES the POLICE CAR. The Lion runs off into the woods.

I'm on Hazeltine. Pretty quiet over here. Wait, I'm hearing something --

In the harsh fluorescent light, we see the toll the day has taken on them: ripped and dirty clothes. Grimy faces. They look like they've been through battle. The boys race down an empty hallway, turn a corner and reach civilization: STUDENT VOLUNTEERS serve refreshments to PARENTS, TEACHERS, and SIBLINGS. The boys freeze as people look up and stare. The boys race past them toward the side entrance to the auditorium when they hear a stern voice.They all turn to see X-Ray's Dad. Quentin turns to X-Ray.X-Ray nervously walks over to his dad. The others watch.X-Ray stares at his feet.X-Ray looks his father directly in the eye.Beat.X-Ray heads back to the others, surprised at his newfound courage. CUT TO:

Two other Black and Whites are on the scene, surveying the damage of Jordy's totaled Truck and the police cruiser. A COP inspects the inside of the truck. Lowers the visor. Pops open the glove compartment, pulls out the registration. He's about to step out when something on the floor catches his eye. He reaches over and picks it up. It's a FLINTSTONES PILL BOX with a note taped to the side. "ILLEGAL SEX DRUGS -- DO NOT EAT" Off his look.

The guys frantically change into costume. Soren walks over.The boys deflate.Soren shakes his head and walks off. Robin, dressed in all BLACK, runs up to them.He races off. The boys hurriedly change into their costumes.

The curtain is down. Mrs. Grandy, wearing an Old West-style dress, walks onto the stage to polite applause. She sits down at the piano and begins PLAYING the jaunty opening to "GHOST RIDERS IN THE SKY." Robin pulls up the curtain to REVEAL -- THE BOYS CHORUS ENTERING FROM THE SIDES OF THE STAGE, ALL DRESSED IN ADORABLE COWBOY OUTFITS. IN THE AUDIENCE Dozens of iPhones go up, poised to record. ON THE STAGE A few boys "ride" in on papier-maché horse heads connected to broom sticks. Our boys proudly step to the front row. Their LASSOS are latched onto their pleather belts. As they sing, they use hand motions and choreography to act out the lyrics and give the audience a better sense of the song's story.The SONG plays over the following --

An old cowboy went riding out one dark and windy daaaaaay / Upon a ridge he rested as he went along his waaaaaaay...

A bolt of fear went through him as they thundered through the skyyyyy...

For he saw the riders coming hard and he heard their mournful cryyyyy...

Their faces gaunt, their eyes were blurred / Their shirts all soaked with sweat...

He's riding hard to catch that herd But he ain't caught em yet...

The lights of the school can be seen a block away. Jordy and the girls approach the accident scene. Police lights, fire trucks and ambulances are everywhere. The Girls are alarmed by the carnage.Jordy sees her crumpled up truck. She slams the dashboard and tucks the paintball gun into her waistband.

Our boys step to the front, now holding their LASSOS. They twirl them over their heads, while continuing to sing.The boys now lower their lassos and deftly jump in and out of the rope. The audience APPLAUDS.ON THE GIRLS Entering from the back. With her suede fringe jacket and face paint, she looks like she's part of the show. In the audience, a FATHER nudges his daughter and points at Jordy.Jordy heads toward the stage, followed closely by the other girls.BACK ON THE BOYS They spot Jordy. Uh oh. They share a look -- there's nowhere to run.All the boys but Max drop their ropes and begin to form a human pyramid, still singing. ON THE GIRLS Hannah, Lily, and Jaslyn step in front of Jordy.ON STAGE Soren and some other bigger kid form the base, followed by X- Ray, Fabrizio, and Quentin. ON JORDY AND HANNAH Hannah holds her ground. Jordy shoves Hannah out of the way.Max climbs to the top and continues to twirl his rope. The audience goes nuts. ON JORDY Leveling the paintball gun at Max. As she's about to shoot, Hannah SHOVES her from behind. Jordy squeezes the trigger as she trips, which causes her to mis- fire and shoot Soren IN THE FACE. Over the singing, we HEAR:He collapses... Which causes the whole pyramid to collapse. The deaf Mrs. Grandy, eyes closed, oblivious, keeps playing. The audience turns, sees Jordy wielding the paintball gun.A rope LASSOS her. REVEAL MAX Lassoing Jordy with his lariat. Jordy struggles. She's about to break free when -- ANOTHER LARIAT This one belonging to Quentin. TWO MORE LARIATS From Fabrizio and X-Ray. Hannah jumps on top of Jordy to restrain her. ON THE BACK DOORS Lily and Jaslyn rush in, followed by several COPS. Mrs. Grandy opens her eyes, sees the chaos, and abruptly stops. The Cops head over to Jordy and handcuff her. They pull her from the auditorium.ON STAGE Quentin motions to Max, X-Ray, and Fabrizio.Our boys step forward. They're the only ones left on stage.The audience is quiet. Then we hear a few whoops. It's Hannah, Lily, and Jaslyn. They give the boys a knowing nod.The audience, unsure, joins in. Quentin beams, takes the hands of the other boys and they all take a deep bow. DISSOLVE TO:

She lifts her shirt and pulls out the PAINTBALL GUN. Lily and Jaslyn, frightened, run back toward the exit.

The boys walk through the cafeteria carrying their trays. Other kids pat them on the back. Girls smile at them. WIDEN TO REVEAL A CNN CAMERA CREW and REPORTER trailing them.They take a seat at their table. The Reporter sits down with them.The Reporter motions to the entrance. The lights go down.LADY GAGA, dressed in an outfit that is definitely inappropriate for children, bursts through the door.The cafeteria goes crazy. But no one goes crazier than our boys. Max turns to Quentin, nervous.ANGLE ON Soren with a bandage over his bruised nose, watching jealously. Fabrizio takes Lady Gaga's hand, kisses it, then helps her onto the lunch table. And as they all start singing "BORN THIS WAY," we FADE TO BLACK.:

Between the videos of you fighting for women's reproductive rights at a pro-life rally to capturing a drug dealer to the viral Instagram photos of you dressed as women, which has inspired so many boys and girls to identify with what's in their heart... you truly are CNN heroes.

Well, for all you've done for your community, we have a little surprise for you.

We've brought your favorite singer! Ladies and gentlemen, Lady Gaga!

You guys aren't just CNN Heroes. You're my heroes. Any chance I could get you to sing with me?

Opening shot - High angle on Lincoln along small bay with boats . Ext. . Bar - Waist to full figure Pan Right to Left . Detective comes out eating pizza , looking around . He crosses street and stops against wall of impasse Michael . He looks O.S. left , His POV - L.S. of Lincoln behind fishing nets . Waist shot of Detective looking and eating . M.S. of Lincoln . C.S. of Detective looking O.S. Left . Pan Right to Left with Charnier coming out from Fonfon with three friends and they walk to the Lincoln . Pan Left to Right with Lincoln passing in front of the Detective .

High angle from balcony . Zoom on Detective seated at the cafe , reading a newspaper . Cut on Lincoln along sidewalk of the cafe , then zoom back to discover Detective seated .

Low angle from stairs Rue des Repenties and Pan Left to Right to Rue Sainte Francoise following the Detective . Pan Left to Right with Detective from Rue des Repenties to Rue Baussenque . Low angle between Rue des Moulins and Rue des Accoules with Detective passing by . Ext. . Rue du Panier - The Detective comes out from the bakery camera Right and starts to climb up Rue des Moulins with his bread .

High angle - on No. 50 Rue des Moulins . Pan Left to Right with Detective coming up the street with his bread and going inside his house , starting to open his letter - box .

High angle - complete reverse . As the Detective starts to open his letter - box in B.G. a hand pointing a gun moves in foreground and blows off half of the French Detective 's head with the first shot . Cut to Nicoli C.S. who just fired .

A large man in a Santa Claus suit and white beard is entertaining a group of black children . He leads them in the singing of a Christmas Carol -LRB- Hark the Herald Angels Sing -RRB- . The man is DETECTIVE FIRST GRADE JIMMY DOYLE . His attention is split between the children and the activity inside the bar .

The place is crowded with mid - day drinkers . Dimly outlined at the far end of the bar are TWO BLACK MEN involved in some kind of transaction in which a package is exchanged for money . As the transaction seems to be completed , cut to

Santa Claus -LRB- DOYLE -RRB- starts to ring his big Christmas bell , above the singing . The bell is a signal to DETECTIVE SECOND GRADE BUDDY RUSSO . At this moment RUSSO is in the clothes of a hot dog vendor and is in fact working behind a hot dog wagon . At the ringing of DOYLE 's bell he takes off his apron , leaves the wagon , and runs toward the bar .

Did you ever sit on the edge of the bed, take off your socks and stick your fingers between your toes?

You made three sales to your roaches back there. We had to chase you through all this shit and you tell me you're clean?

You put a shiv in my partner. Know what that means? All winter I got ta listen to him gripe about his bowling scores. Now I'm gon na bust your ass for those three bags - then I'm gon na nail you for pickin' your feet in Poughkeepsie.

Let's popeye around the Chez for a half hour, catch the end of the show and a couple drinks.

I make at least two junk connections at that table in the corner. The guy is the stripe combo, I know him too.

Hunh - uh. Check the bread. He spreads it like the Russians are in Jersey.

So what's he doin' with two cars and hundred dollar tabs at the Chez?

If that's not a drop or a pickup, I'll open a charge for you at Bloomingdale's.

They treat our boy like a king. Wonder why he do n't bring his old lady?

He looks like that wop stooge used to drive for the Fracisi brothers.

That's the third time he come here this week. You got anything on the building?

We have reason to believe it's a front for the biggest counterfeiting operation in the country.

That's right. They're trying to steal the formula for Hershey bars -

What the hell am I drivin' for? I'm a first grade Detective. You're a second grade guinea.

All right, you three clowns step into those phone booths, you're goin' in. Go on. Stand in there till I'm ready for you.

Did I say you could move that hand - I'm not gon na get stuck am I?

I'm goin' check on this address in the Bronx, if you're bullshitting me, it's your ass.

Detach us. Let us have a shot at it, at least until we see if there's anything here or not. Everybody wants Weinstock, right? So maybe here's a lead. We deserve it.

Simonson, I would n't be infringing on your coffee break if I thought he was a nickel and dimer.

This could be it, Walter. This Candy Store guy, putting on a big show in a fancy nightclub with known connections all over him. Then on our own, after working the whole day and night, we tail him out to Brooklyn and sit on him for a week practically, and who do we come up with? Joel Weinstock.

This is what we been waitin' for - the stuff is here! It's here!

I hear the health department is going to close this joint for selling dirty beer. I come by to help you carry out your money.

Little shorter than me. Well - dressed. About forty - five or fifty with salt - and - pepper hair, a beard.

The guy's a frog - I'm pretty sure. Also he made me. Stayin' on four but went up to six - cute.

Look. My partner and I found this case and I do n't want no Feds screwing it up.

Bill, keep shootin' your mouth off and I'll knock you into the middle of next week.

The Westbury? Balls. I got him down at the subway at Times Square. What the hell's goin' on? I make him coming right out of the hotel free as a bird. Not a soul awake.

I do n't care how many bartenders are sick. I do n't work in that joint. What the hell kind of a union are you running down there?

Where the hell was the surveillance? `` Go to bed.'' That's all you could say. You could n't keep track of a bleeding elephant in a snowbank.

Walter, I can make this case if the Feds will get the hell out of my way.

This is my case. Get these guys off my back and let me handle it.

The deal has n't gone down yet Walter - I know it, I can feel it.

The sonofabitch is in here somewhere. I saw him - I'm gon na get him.

RUSSO enter the bar on the run . He stops and looks over the room . RUSSO 'S POV There are TWENTY or THIRTY MEN at the bar , at least TEN are wearing brown coats ! The TWO MEN involved in the deal see RUSSO and start to run . One -LRB- THE BUYER -RRB- takes off out of the back door . The other -LRB- THE PUSHER -RRB- jumps over the bar and heads for the front entrance .

THE PUSHER dashes out past Santa Claus -LRB- DOYLE -RRB- . RUSSO follows him and all three give chase .

THREE FIGURES running down a New York tenement alley , the first in flight , the others in pursuit . We pick up the incredible clutter of such an alley , mounts of rusting beer cans , paper bags of garbage bulging and ripping open , old bed springs , burned out mattresses , etc. .

Close shot of BLACK PUSHER tripping on the tangle of trash going up against the wall in his stumble , face toward the camera , and the figures of RUSSO and DOYLE leaping upon him from off - camera . There is a blur or fast struggle as DOYLE and RUSSO try to get his arms and put him against the wall . BLACK PUSHER writhes loose and we close in on a knife in his hand , plunging rapidly into RUSSO 'S left forearm .The words are both warning and a grunt of pain . As RUSSO takes the blade and utters the words , we simultaneously go to DOYLE crouching and snatching his .38 out of the right ankle holster .

You better give me the guy who got the old Jew or you better give me something or you're just a memory in this town.

Jewish Lucky from the Bronx. He do n't look the same without a number across his chest.

Our friend's name is SALVATORE BOCA. They call him SAL. He's a sweetheart. He once was picked up on suspicion of armed robbery. Tried to hold up Tiffany's on Fifth Avenue! In broad daylight! Could have got two - and - a - half to five, but they would n't prosecute. Also downtown they're sure he pulled off a contract on a guy named DeMarco.

Her name's Angie. Fast filly. she drew a suspended for shoplifting a year ago. only a kid, nineteen according to the marriage license.

He's had the store a year an' a half. takes in a fast seven grand a year.

Lou. he's a trainee at the Sanitation School on Ward's Island. Served time a couple of years ago, on assault and robbery raps.

There's about a hundred years' parole time in there night or day.

The building's clean. I checked the tenant list - Don Ameche, the actor lives there - oh, and somebody else. Do the name Joel Weinstock ring a bell?

He's goin' to Ward's Island. We'll get spotted. What the hell's he goin' there?

Get up on the bar and show me how you work. If I like it you do n't have to go in.

If I see any shit on the floor, it's yours, so keep your eye on your neighbor.

Put this little candy hustler together with Joel Weinstock and it could be we stumbled into a big score.

We got information that there's no shit in the street - it's like a desert full of junkies with a big score coming in to make everybody well.

If that's how you're coming in, why not stay home and save us all a lot of grief.

You oughta get plastic covers for this stuff like I did - your scrapbook's a mess like everything else in your life.

Because by actual count our bureau has exactly nine hundred eighteen dollars and fifty - four cents to make buys and Mulderig's Feds can get all of Uncle Sam's money he wants by just asking.

He just got off the Bridge - He's all yours if you can find him. Sonofabitch!

The other guy's a frog too. Checked in at the Edison. Had a hooker sent up.

Jimmy, cool it. Nothin's goin' down tonight. Cop a few zzz's while you can.

This fella Nicoli's got a record in France, Walter. He's wanted for questioning in the murder of a French cop.

My ass. The only reason you're in this is because you've got a big expense account for buying junk and you like to see your picture in the papers.

The manufacturer's spec says it should weigh 4,719 pounds. This one's carrying roughly 120 extra pounds somewhere.

When it was booked in at Marseilles it weighed the same. 120 pounds overweight. Jimmy has to be right.

Got it for you, Randy - it just came in from downtown. Who's Devereaux?

I'm sorry, Mr. Devereaux, but we get reports on a couple hundred vehicles a night. Sometimes it's a little tough to keep track.

Someone stole it right off the street, huh? You're gon na have to pay the tow away charge.

Yeah. Well, it's in perfect shape. You must lead a charming life.

Close shot of DOYLE and the BLACK PUSHER , DOYLE pistol - whipping him into submission with three lightening chops of the gun to the PUSHER 'S head . DOYLE continues to beat the man mercilessly into submission .

3 - shot of BLACK PUSHER sitting between DOYLE and RUSSO . DOYLE is at the wheel . BLACK PUSHER is sitting on his hands , wrists manacled behind him , his head down and dripping blood onto the jacket and the canary - yellow turtleneck . All three are breathing hard .DOYLE hits him across the face .BLACK PUSHER does n't look up .No response .BLACK PUSHER 's brow furrows , looks up just a little .The BLACK PUSHER 'S eyes go to RUSSO in panic , looking for relief from the pressure of the inquisition .The BLACK PUSHER 's eyes are on DOYLE , frozen in confusion and fear .

DOYLE and RUSSO standing side by side on the front steps of the old First Precinct on the Lower East Side of Manhattan . RUSSO has his overcoat over his shoulders as a cape . The sleeve of his left arm is rolled up over a blood - stained bandage on the left forearm .RUSSO nods in acceptance of the remark . The easy , synical rapport between them is obvious : they are partners in a business where somebody is always getting hurt and pain is part of the inventory .DOYLE reaches into the right side pocket of BUDDY 's suitcoat for a cigarette and matches . He lights up two in the pause , sticks one in RUSSO 's mouth .

THE TITLES COMMENCE THE FRENCH CONNECTION Titles over a close shot of a chorus line , with lots of tits and ass and lean , long legs in a brassy blare of music . We zoom back to the area where DOYLE and RUSSO are beginning to occupy a table . RUSSO takes the seat on the right , eyes immediately on all that ginch , while DOYLE standing , gives their order . We do not hear the dialogue but DOYLE asks RUSSO what he wants BUDDY looks up and says `` Cinzano . '' DOYLE turns and says `` Two of these . '' DOYLE slips into the chair opposite RUSSO and the titles roll on . Unlike RUSSO who is concentrating on the girls , DOYLE is digging the room and the people who occupy the tables in it , as if he is the sort of man who can not relax until he knows who is around him , why they are there .

A long view from DOYLE 's position of the room , a quick certain survey that stumbles twice ; on laughter that seems too raw and then over a flurry of activity by WAITERS and CAPTAINS serving a table on the main floor . DOYLE 's attention is apprehended by the noise and activity that emanate from the same large table .

A long view of the table with DOYLE and RUSSO very close foreground , left and right . DOYLE is leaning on an elbow .RUSSO 's eyes come off the show . It is a direct line from DOYLE 's gaze to the round , ruddy and arrogant face of SAL BOCA , the apparent host of the table of EIGHT MEN AND WOMEN , the Men in dinner jackets with ties tucked under the collars of blue or white lace - trimmed shirts , the Women in a mixture of pant suits and Catskills cocktail party dresses , their hair coiffed towers .Zoom in slowly on SAL as he deals tips and orders . Through DOYLE 's eyes , we go from Guest to Guest at SAL 's table , taking apart their manners and styles as they talk and laugh , lost in the show chatter .

The camera pans down the table to dig the `` creep on the end . ''

DOYLE close in right profile , SAL 's table in the far blurred background .

The view from the back seat of DOYLE 's car . DOYLE is at the wheel , RUSSO packed uncomfortably into the corner at DOYLE 's right . Seventy - five yards away on the other side of the street the canopied entrance of the Club . A Continental is parked in front of the club . The DRIVER leaning on a fender talking with the DOORMAN . DOYLE frisks his own pockets for a cigarette , coming up with a collection of laundry slips , crumpled notes , toothpicks and matches . One of the slips of paper catches his eye as he is going through the ritual of the cigarette mooch , a slip bearing the name of a girl . His attention is really on the entrance of the Club and both his conversation and the cigarette business are detached and incidental to the art of waiting through the stakeout . He stuffs the cards back into his pocket .As soon as DOYLE has finished lighting the cigarette SAL and his PARTY come bubbling out of the Club noisily , a little drunkenly . SAL waves to the attentive DOORMAN . DOYLE close , leaning forward over the wheel to put his hand on the ignition key . He does not turn it . He is waiting for the cover of noise from the starting of SAL 's car . RUSSO is turning the opposite corner of the car into a bend , his head back , arms across his chest .DOYLE reaches under his seat for the straw surveillance hat - throws it up to read ledge of car .A long view of the Club entrance . SAL and ANGIE , a well - built `` classy '' blonde with good legs , get into their black Mercury sedan . The Mercury takes off towards First Avenue . We hear DOYLE 's car start and we move off after them on the last blink of tail - lights at the corner .

Cabs , Daily News and Times delivery trucks , bakery vans and a few cruising cabs , one or two passenger cars and a coasting green and black police cruiser - this is the 4:30 a.m. traffic through which DOYLE moves . A rear - window view of SAL and ANGIE BOCA , in animated conversation . His head is turned toward her , his hand raised in a gesture . ANGIE is sitting in a corner with her back to the door , in profile to the back window . Her blonde head bobbles with laughter over some remark SAL has made . A long overhead view of the two cars wheeling in and out of the sparse traffic . Close shot of the license plate on BOCA 's car . Close shot DOYLE staring at license plate , memorizing it .

BOCA and ANGIE exit restaurant , get into their car and drive off . Hold for DOYLE 's car as it passes through after them .

Side close view of SAL turning south into Mott Street panning to pick up the Italian names on the candy stores , funeral parlors , bars , grocery stores , social clubs . A long view of SAL 's car from the DOYLE - RUSSO auto , over the shoulders of the two cops . DOYLE is leaning on the wheel of his car . He 's against the curb about 100 yards behind SAL . Medium close view of SAL in the middle of Mott Street , walking quickly toward the opposite side of the street , hands in the pocket of his white raincoat . He glances over his shoulder in the direction of DOYLE 's car . Close of RUSSO who has come awake . The smart - ass demeanor has dropped away . DOYLE turns to him and smiles . This district is the heart of every illegal activity in New York . Close rear view of DOYLE and RUSSO ducking down to the level of the dashboard , a reflex action . He could n't see them at that distance , although SAL , lighted by his own headlights , can be seen in the background walking around the cars , across the sidewalk and stopped at a recessed doorway . Medium close shot of SAL and partially visible FIGURE at the doorway . With another glance up the street , SAL takes something out of his raincoat pocket and steps up and into the doorway .

Close from the front of DOYLE and RUSSO low against the dashboard .DOYLE 's face , close , light smile . Long view of SAL walking down the sidewalk quickly for about a quarter of a block while the headlights of his car , with ANGIE apparently driving , move up with him . At another doorway , he looks back and then steps inside .

Long view of SAL 's Mercury moving over Brooklyn Bridge . Close shot of the DOYLE - RUSSO car from RUSSO 's side . BUDDY now interested , watching .

Overhead view of cars circling block , first Mercury turning corner , then DOYLE 's Ford . Long shot of the Mercury pulling up beside line of parked cars -LRB- as seen from DOYLE - RUSSO car -RRB- stopping and parking . Hold on Mercury as SAL and ANGIE get out of it . SAL locking it up , and starting to walk toward a line of parked cars . Close shot from rear seat of DOYLE and RUSSO glancing at each other . SAL and ANGIE stop in the street beside beat - up white Dodge . Without a word they get in . Hold as they get in , SAL starts and they begin to drive out of the spot . Close on DOYLE .A series of impressionist traveling shots of the white Dodge and DOYLE 's Ford moving through Brooklyn Streets , picking up street signs of areas . Medium close shot of the white Dodge pulling into the curb . In near background , a candy - confectionery store .

Close shot of DOYLE and RUSSO in profile driving past the candy store as SAL and ANGIE open door and go in . Close shot of DOYLE and RUSSO parked . DOYLE is looking in the rear - view mirror while BUDDY is turned around on the seat , looking out the rear window . A long shot , from the DOYLE - RUSSO viewpoint of the candy store . The door is open , the street is deserted . Lights are going on in the little shop . Hold on the storefront as SAL appears , this time in a candy store operator 's smock over a white undershirt , baggy slacks . He 's carrying a stack of newspapers . Zoom in on SAL stacking the Sunday Times and the Daily News on the rack in front of the store as ANGIE appears in the doorway . She 's blackhaired now , the blonde wig gone , also wearing a grey cotton smock over a plain skirt and sweater , holding a cup of coffee . We hold on them for a beat , then DOYLE and RUSSO close just looking at each other . The look says everything about the freak case they have stumbled into .

1 -RRB- Tight two shot then , 2 -RRB- cut into blue prints .3 -RRB- While he shows the extension , clean P.O.V. Of each quay . 4 -RRB- Dolly Left to Right with Notre - Dame in background . They fold the blue prints and moves .

En prolongeant les quais d'une trentaine de mètres on pourra recevoir des unités d'une cargaison de 500 tonnes.

Quelle importance. Ce qui compte pour moi c'est d'avoir un chantier qui puisse recevoir les plus grands bateaux du monde.

Dis moi vieille branche? Comment fais tu pour rester si jeune avec la vie que tu mènes?

Quelle vie Marcel? J'ai plus rien foutu depuis que je suis descendu de ces cabines.

Tu sais j' ai réfléchi longuement à ton cadeau pour le voyage. Je l'ai choisi moi - même. Tiens.

Je n'ai jamais vu tant de sérenité. Elle m' a demandé de tes nouvelles et si nous étions heureux.

Une erreur! C'est génial. C'est une vedette à la télévision. Il peut aller partout sans être soupçonné. En plus il a besoin de fric.

Sois gentil avec lui. On ne sait jamais. Il peut te faire travailler à la télévision.

Henri c'est gentil d'être venu. Je vous présente mon associé, Pierre Nicoli. Henri Devereaux.

If this bridge were in Europe, it would be on every tourist's sight - seeing list.

Look how gracefully they conceived that arch. Like a bowstring. It was built from both ends. With no support in the middle. Beautiful.

It has been highly informative and a personal pleasure to see you again.

You must take me for an imbecile. Why do you think I asked you to meet me in Washington? I have n't spent five minutes in New York City without the company of a gendarme.

I'm afraid they've become a bit. over - cautious. Our American friends.

I do n't know. Boca is scared. He's not strong enough. He sees policemen in his soup.

Mmmmm. That bastard who followed me on the subway, he's the eager one.

Not quite - you are in it whether you like it or not. The police know you brought the car into the country. This makes you an accomplice.

Calm down - Henri! You must trust me - this is an extremely complicated situation to which there is a simple solution if you do exactly what I tell you. It's worth more money to you.

Pan Right to Left with Lincoln arriving from main road to Villa .

Camera in front of garage where the Lincoln stops . Charnier comes out with gift and walks Right to Left .

Pan Left to Right with Charnier walking along terrace with Cassis bay in B.G. , and we discover his wife , Marie . She gets up . Dolly back .They kiss each other and walk arm in arm back to us .

Oh Alain! C'est merveilleux! Tu me gâtes. Je t ` aime. Attends, je vais te montrer moi aussi ce que j' ai acheté.

Regarde mon pêcheur de baleine. Tu sais il va faire très froid cet hiver.

Alain is the only man I know who can become as enthusiastic about a bridge as he can about a woman.

Of course. But I am not going to tell you what it is until we are back in Marseilles.

L.S. Pan Right to left from under the trees following her as she leaves Charnier to enter in the house .

C.S. of Charnier along the terrace . He throws a fishing pole in the sea .

Complete Pan Left to Right with Lincoln passing in front of Samaritaine cafe . Driver pulls out . Charnier comes out from Lincoln and we follow him as he crosses Left to Right and jumps into the boat which moves out . FROM BOAT Back shot . Charnier standing in the moving boat and smoking as Marseille diminishes in B.G. OPENING SEA SHOT From the boat approaching Chateau d'If . ON PEER Pan Right to Left as Charnier gets out of boat and starts to climb up . High angle thru first stone door with sea in B.G. Charnier comes up and turns Right to Left . High angle - Pan Left to Right - Low angle , with Charnier coming up from 2nd arch to 3rd arch thru which we see the tower in B.G.

Nicoli back to us . He turns left shoulder as we approach to him .

Dolly back preceding Charnier and Nicoli after they meet and Pan Left to Right to the Rotonde .They turn around .

What difference does it make? We'll be out of the country Friday.

Pan Left to Right bringing Charnier and Nicoli towards Devereaux to finish in 3 - shot .SURVEILLANCE MONTAGE OF SAL BOCA 's activities . From time to time DOYLE and RUSSO are visible , but their dialogue is for the most part VOICE OVER .

Alain, j' ai réfléchi à votre proposition et j' ai décidé d'accepter.

The next several weeks will be very difficult and the middle of the ocean is the only place where the telephone is n't ringing all the time.

This is the new American religion, professional football. It is where everybody goes instead of church on Sunday to express that peculiar American taste for bloodshed and violence.

These men, playing a `` game'' - make more money each year than many important business leaders, artists or government officials.

It tells us something about this country and how its men live, or go to war with a smile, and sometimes die without a cause.

We were told by the Police Commissioner's office that the car was brought to this garage. I demand its immediate return.

I have been patient enough. There is no reason I should have to waste time with this red tape.

I was told these things happen in New York - but one never expects it.

My friend, I am not sure about what is going on - but for me, I am finished.

An accomplice to what?! What have you gotten me into, Alain? You asked me to do you a favor - and I did what you asked - but you've taken advantage of me. I have my reputation -

Various shots of SAL and ANGIE . Several shots of DOYLE and RUSSO in the CANDY STORE : reading magazines , having lunch separately . They are also seen in the LEATHER FACTORY across the street observing the CANDY STORE . Several CHARACTERS enter the CANDY STORE from time to time and go into the BACK ROOM . Following are a series of cuts -LRB- MOS -RRB- to be used with the V.O. dialogue of RUSSO and DOYLE .

SAL counts the receipts . Two or three CUSTOMERS in the BG . SAL removes a tray of Ziti from the oven . ANGIE makes an order to go . SAL removes garbage from the back area .

SAL putting garbage into cans . Pan and Zoom to DOYLE and RUSSO in window of FACTORY across the street .

ANGIE carries bowl of hard - boiled eggs from rear of store to the front .ANGIE makes a tuna sandwich on a roll . A cigarette dangles from her lips . SAL is in BG at cash register with customer .From front of store looking to back .RUSSO is at counter eating lunch with three others . ANGIE serving . She wears a sleeveless sweater ; shows lots of tit . RUSSO digs . she digs him . A wise guy comes in , goes to the back room . SAL follows .

POV from FACTORY window . Two Wise Guys in big coats and hats pull up in a big car . They enter store .

Angie shooting from back of store towards front . The Two Wise Guys enter , go to Back Room . SAL follows . They close door . DOYLE is at the magazine counter in front . He sits down with magazine . Orders coffee .WARD 'S ISLAND - DAY A heavy - faced , dirty looking man in a Sanitation Dept. uniform in a group of men practising with Sanitation trucks .SEVERAL SHOTS - DAY

LOU pulls up . As LOU picks up SAL . They drive to various buildings in Brooklyn . One or the other gets out briefly , then goes on . DOYLE and RUSSO watch from DOYLE 's car . SUYDAM STREET

SAL arrives alone . DOYLE and RUSSO in parked car across street .SAL flirts with the BARMAID .THROUGH RIDGEWOOD - DAY Restaurants , stores , etc. .With SAL and his FATHER .DOYLE and RUSSO in parked car .LOU joins them . He and SAL leave together after each kisses and embraces the old man .

In the East 80 's . SAL exits .DOYLE and RUSSO in parked car .TIME LAPSE Late day . WEINSTOCK leaving building , nodding to doorman .DOYLE and RUSSO in parked car .

Across street from Candy Store . DOYLE and RUSSO at the printing machine .They have a view of the Candy Store across street . Various people go in and out . Next to DOYLE , at a stamping machine , is MRS. LEVENE , the factory owner .DOYLE continues his work at the print - out machine , while observing the candy store . We see SAL leaving the store . He crosses to his car , near the RUSSO car . As he passes it , he sees RUSSO locked in embrace with a lady in a babushka . As SAL drives off , we get a closer look at the `` LADY '' in the babushka : DETECTIVE JAMES DOYLE .

What are you fellows looking for? What do you want from that nice candy store?

The Mercury crossing the bridge to the Island .DOYLE - RUSSO car B.G.

A Brooklyn slum street on a morning in November . It is about 11 o'clock and relatively quiet . A scattering of tenement URCHINS give the street some sound and life . There are a couple of dark shops on the street and a bar , all appearing to be closed . We look down the street and pick up DOYLE and RUSSO coming down it , walking very quickly . They are heading toward the bar . A young man is coming out - they grab him and throw him back .

The Young Man is thrown in , followed by DOYLE and RUSSO . There are about 20 or 30 PUETRO RICAN and BLACK MEN in the joint , a couple of BLACK WOMEN . They are in all manner of dress . Half of them are wearing shades . The bar is noisy with conversation , laughter and music . DOYLE and RUSSO standing in the doorway , DOYLE slightly to the left , RUSSO a little behind him . DOYLE 's arms are at his sides . RUSSO 's right hand is crossed over his belt , under his jacket and on the butt of his .38 , ready , waiting to back his partner 's play or respond to any move within the bar . DOYLE moving into the bar alone . He pulls the plug out of the Juke Box , plunging the room to silence .Twenty men raise hands to their heads as one . The raggle - taggle swarm plays a kind of human chicken , refusing to move until the last moment then stepping out of his way . One of the customers does n't .DOYLE raises his left arm and pushes the MAN aside . The MAN 's eyes go to RUSSO , off - camera at the door , and back to DOYLE . He does n't resist ; he gets in line with the rest of them , a line formed about four or five feet from the bar , running the length of it . Close of DOYLE at the bar , holding an ashcan and skimming the metal underrailing with one finger , knocking off the magnetized key boxes into the ashcan . He is n't even looking at them . His eyes are across the bar , staring down the customers . Close shot of the ashcan and the little metal boxes clinking into it . Close shot of DOYLE , the ashcan now on the bar , opening one of the boxes , taking out the ten dollar bill , putting it on the bar . Then , opening another , taking out the glassine deck of heroin . Then another , containing a glassine deck . He empties the glassine envelopes on the bar into a cocktail mixer which he proceeds to shake . The shaker is half - filled with tomato juice . DOYLE leaning over the bar toward the glaring crowd , pours the mixture into the ashcan .He wiggles his finger . It is a command for THREE MEN to step forward . The MEN do not move at first .They move , shuffling , hesitatingly . But they move - TWO BLACKS and A PUETRO RICAN .Hands of the THREE MEN going into pockets . Close of a miscellany of keys , coins , cigarettes going onto the bar - with two hypodermics , six or eight marijuana cigarettes , a small plastic vial of barbiturates .The three men turn and enter the individual phone booths . They stand , waiting , like contestants in the $ 64 Question .RUSSO is with another man from whom he 's just taken a set of works .The man climbs up on the bar .The man goes into a fast tap dance . But he only gets in a few steps -RUSSO pulls the man off the bar , sends him into one of the phone booths . DOYLE coming down the front of the bar . He stops before another man , who has just come out of the toilet .DOYLE frisks the man . Comes up with vial of pills and two roaches .He collars the man and shoves him towards the toilet . RUSSO , eyes moving everywhere , hand on the gun .Inside the toilet of the bar . The MAN is up against the wall . DOYLE is only inches away . The MAN is an AGENT and this is the only way DOYLE can get immediate information from him without destroying the man 's cover . Their conversation is in whispers . And very fast .Door of toilet . There is a hell of a crash and slamming behind it . Door opens and DOYLE steps out over the crumpled prostrate form of the INFORMER . He has just decked the man to continue the protection of the cover . He pauses halfway down the line as if he 's speculating on beating up another one because he did n't get any information . But he decides that would be futile too .

Close shot of DEVEREAUX , New York harbor in the background , being interviewed by television reporters on his arrival in the U.S. abroad a passenger ship . He is smiling , jovial , charming .Medium close shot of DEVEREAUX and THREE TV REPORTERS , as they talk , a crane moves into action behind them and lifts out of hold . LA VALLE is with DEVEREAUX as Translator and Interpreter .Overhead the Lincoln comes down from the hold of the ship .

That's enough now, ladies and gentlemen. M. Devereaux is due at his hotel in half an hour.

There are four auto graveyards like this one in the other boroughs, handling about a thousand vehicles a month. Those that are n't claimed are auctioned here once a month.

No. Many are involved in crimes and confiscated. or just abandoned. This is, as you know, your prime source of scrap metal, M. Charnier.

It was built in 1917 - and was one of the two heaviest bridges in the world. The arch is still the largest in the world.

Two railroads as part of a connecting railway which provided passage from New England to the South. It was actually the first railroad through New York City.

The river at this point is the most dangerous on the East Coast. Years ago, hundreds of ships went down here.

Most New Yorkers never notice it - most Americans have never heard of it.

I'm afraid the rest of Ward's Island is n't nearly as romantic - a pollution plant, a hospital, a training school for garbage men and that area over there, where the old cars are kept, prior to being processed for shipment to, among other places, The Charnier Shipping Company, of Marseilles, France.

The car was lost sometime this evening. First they send us to Pier One - then they send us here -

In point of fact, M. Devereaux is scouting locations for a film for French Television. He left the car to look at some point of interest.

Mr. Devereaux is an extremely important guest of this country. He is working with the absolute cooperation and participation of your government. Here are his credentials from the French Consulate.

Unless you wish to see this episode portrayed in his film I suggest you locate his car immediately.

A long view of the pier from the opposite -LRB- east -RRB- side of West Street , beneath the steel trusses and girders of the West Side Drive and through the forest of cars that are parked there , the jam of traffic that develops around every unloading vessel . It is a view that takes in the front end of the Lincoln inching off the pier . HENRI DEVEREAUX at the wheel , turns to his right . We watch until the point of view on the sidewalk . ALAIN CHARNIER and PIERRE NICOLI are standing there watching . When the car -LRB- off - camera -RRB- turns east on the way to the garage , NICOLI glances to CHARNIER . CHARNIER does not look back .

Close shot of WALTER SIMONSON at desk in the large square office he occupies as a Lieutenant of Detectives in charge of the Manhattan Narcotics Bureau . He is the immediate superior of RUSSO and DOYLE , head of the 200 - man narcotics squad that polices Manhattan .DOYLE , RUSSO and SIMONSONDOYLE , close , no comment . Back to SIMONSON .RUSSO . Getting it back on the track .DOYLETHREE SHOT - RUSSO , DOYLE , SIMONSONA pause .They start to leave . Close on SIMONSON .Close on DOYLE at the door . RUSSO beside him . Back to SIMONSONWIRETAP SEQUENCE `` A ''

All that is great - but you guys work Bed - Stuy. You're not supposed to be in Ridgewood.

You could n't burn a three - time loser with what you're bringing in here. You know you stiffs could run yourselves an entrapment rap. The guy has done nothing - Brooklyn is full of Candy Store guys with two cars who like to go to nightclubs.

You got more collars than any Narc in the bureau. What was it. Over 100 last year? Terrific. But who? F You stop and shake down a bellboy because he's got three joints in his sock. You hit a high school kid in short pants who looks like he's got a twitch.

The judge gave you ten days on these. Klein and Mulderig will be sitting in for the Federals. Tell Doyle they'll make all the buys, and that they're to be kept informed of everything that goes down.

Jimmy, it does n't matter anymore. If there was a deal it must have gone down by now. We blew it! We blew our cover and we blew the warrants -

For chrissake, will you come off that `` my case'' bullshit. This has been a whore's dream from the start.

Jimmy, you wasted two months - no collars are comin' in while you two been out jerkin' off. Now go back to work, you're off Special Assignment.

RUSSO on phones - checking notes on SAL . DOYLE reading comics on cot . Tape machine clicks on - tape is activated . RUSSO sits attentively .

What's this crap. I just spoke to my wife and she says you're raisin' me a halfa cent on the cups.

Yeah, well you know I shoulda raised this here a long time ago. We got a inflation period.

I got your inflation. I can get the same cups on Delancey Street for what I been payin' you for the last year - That's all I got ta do with you guys - next time it'll be two cents on the cones, then two cents on the seltzer -

Well, if you ca n't do better than that, you can stick the cups.

By the time it gets down to nickel bags it's at least thirty - two million!

Joel, the man is in a hurry. He wants the bread and he wants to go back to France. He ai n't gon na hang around and play games. He's one o' the shrewdest cats I ever run across.

Joel, do n't jerk me. I spent a lot o' time settin' this one up.

I'm straight, Joel. They have n't got shit on me. Look, I'm tellin' you, he'll take the deal somewhere else.

Look, the stuff is here. We could set up the switch in an hour. I'm tellin' you, Mr. Weinstock, he'll split if we do n't move. This guy is everything they say he is.

Everything's smooth. Beautiful. I will need a few more days though, the boys think we oughta cool it for awhile - make sure there's no heat.

Look, I'll level with you - I need a little more time - I got to shift gears.

Hell no - my end is covered - my associates just feel we ought to wait for a more opportune time to make the switch.

HIGH ANGLE : Close shot of CHARNIER , MARIE and LA VALLE walking slowly together toward the camera . They are at the auto graveyard and the scene of an auction of cars towed off New York streets by the Police Department . About twenty other men are walking around , looking at the cars . A POLICEMAN blows a whistle and the prospective car buyers gather around the auction trailer in the b.g.Medium close shot MARIE , standing next to an LTD. .CHARNIER and LA VALLE approach her .

Within the large trailer , about TWENTY MEN are seated at two long benches to each side . Some are standing to the rear . At the front , an AUCTIONEER stands at a lectern . To his left sits a CLERK at a small table . The AUCTIONEER wears a sweater and hat . The buyers are tough types , young and old . All have inventory lists . The atmosphere is informal . The CHARNIERS and LA VALLE enter the trailer at the back .The bidding goes up to forty dollars . A large BURLY MAN wins the bid . He goes up to the CLERK and accepts the bill of sale .Close shot of CHARNIERClose shot of CHARNIER , MARIE and LA VALLE . They are facing the AUCTIONEER .Close shot of THE BUYER , LOU BOCA . He is very active and wins the present bid . WIRETAP SEQUENCE `` B ''

Every car sold today must be removed at the purchaser's own expense. We have no keys or anything to start the vehicles with. You buy'em as you see'em and where you see'em. All right, the first car offered is Number 24398. A Plymouth sedan. Do I hear fifteen dollars?

We go to 24399 - A Pontiac Station wagon. Do I hear ten dollars?

I got a fifteen dollar bid going. Do I hear anymore. Eighteen. who'll say Eighteen? Twenty. Twenty - three. Anymore. Twenty - five. Twenty - five once - Do I hear twenty - eight. All right, last call for twenty - five.

DOYLE and RUSSO playing Gin Rummy , listening at each end of one phone - breaking up .

- Well finish all your meetin' people and get back here now - and bring a pizza with you.

Pick up CHARNIER , MARIE and MAURICE LAVALLE As the camera plays over the bridge : -LRB- in French -RRB-

CHARNIER , MARIE and LA VALLE walking . -LRB- NEAR GARAGE -RRB--LRB- NEAR CREMATORIUM -RRB-WIRETAP SEQUENCE `` C ''

DOYLE on phones .RUSSO enters with a bag of sandwiches and cigarettes . DOYLE waves him to the phone .The phone clicks off . DOYLE and RUSSO round each other and jump up and down like two kids .

Close shot of NICOLI 's face . He 's being whipped , and is caught in an ecstasy of pain and pleasure . The tempo of the strokes rises . Suddenly it reaches a crescendo and he screams out in orgasm . Close , full - length shot of a nude BLONDE GIRL , wearing only black boots and silk panties . She 's walking away from the camera , throwing aside a small cat - o - nine - tails flagellant whip . We can hear NICOLI 's heavy breathing until the girl speaks as she moves toward a couch . Medium close shot of NICOLI , tying his tie shrugging into overcoat . Medium close shot of NICOLI , looking at the bills with a pause to sort out the currency differences , then taking out five twenties . Close shot of the WHIP GIRL taking the five then moving up to the look of annoyance and disappointment on her face .The look of anger turns to one of consternation as NICOLI reacts to her .Medium close shot of NICOLI advancing on the WHIP GIRL as she backs away and begins to cringe . He grabs her and hurls her back across the couch . Close shot of the GIRL .We hear the door slam as she sobs .

Hey Frenchie - if you do n't come up with the scratch, you're gon na run into my man downstairs.

Close shot of two pro football players smearing each other on the field , others falling on top of them . Medium close shot of DEVEREAUX at a Movie - ola working out his narration -LRB- DIALOGUE IN FRENCH -RRB-Several close shots of the violent action . Intercut with faces of the crowd . Close shot of DEVEREAUX .The phone rings - it is CHARNIER .Hold close up of DEVEREAUX .

In Lower Manhattan . There are SIX or EIGHT MATRONS still there , stevedores and truck drivers . Most of them are clustered at the far end of the bar , where MUTCHIE , a gray - haired gone - to - paunch Irishman with spectacles as thick as pop - bottle bottoms stands behind the mahogany bar . The cluster of customers is involved in a typical New York saloon argument . DOYLE is ignoring the debate and watching the television . He is approached by a small MAN in a long coat and baggy suit with suspenders . This is JESUS THE BOOSTER .JESUS reaches into his trousers and pulls out three suits -LRB- jackets and pants -RRB- . They are of the latest style and color , and still on hangers !DOYLE examines one of the jackets .JESUS blends into the crowd and we pick up the dialogue of MUTCHIE and his cronies , BAD EDDIE , LEE and PUGGY .MUTCHIE pours him a straight Scotch in a shotglass .TIME LAPSE . The DRINKERS are gone . MUTCHIE is at the bar cleaning up . DOYLE is in the open adjoining kitchen area cooking breakfast .DOYLE opens the door to the icebox .TIME LAPSE . Almost morning . Close on DOYLE and MUTCHIE eating bacon and eggs . MUTCHIE is standing behind the bar as he eats , DOYLE is sitting in front of it . They both have a bottle of beer .

This is what the tough guys are wearin'. You know I only steal from the best. It's Bonwit Teller.

A big man could alluz beat a little man. That's why Wilt Chamberlain could murder Jim Brown if they ever fought.

Chamberlain's seven foot tall, right? He's got a twelve - foot reach. It's geophysics. He's punchin' down on you with leverage. He cave your chest in.

Best I ever seen was The Rock. He was the calmest and the meanest. Guys like Sugar'd be pukin' before a fight. Jake LaMotta'd be pukin'. Marciano was calm like he was goin' to church. What about the night he fought LaStarza? He hit him so hard he broke the blood vessels in LaStarza's arms. He was the strongest meanest bastard ever lived.

That's right, he could n't fight legit. One night at the Garden about 1950,'51 - he fought either Jake LaMotta or Gus Lesnevich, I think it was - he took one o' those cream puff punches in the sixth - the laziest left you ever seen - missed him entirely. Down goes Blackjack without even workin' up a sweat and the whole Garden gets up in its feet and I swear to Christ, everybody starts singin' `` Dance With Me Henry.''

I fought a guy in Cleveland once. I knew he was a dirty fighter so I stick a crowbar in my crotch. Right here. Second round he gives me a shot - Boom - he breaks his hand, the fight's over.

They'll close you down if they ever get a look at those busted - valise broads you run with.

No wonder there's so many Mafia around. Ya could n't find a Puerto Rican in Spanish Harlem.

I got this little chick I'm tryin' to hit on. She's about 20, 21. I take her to Jilly's last night and she's tellin' me about how she wants to settle down one day, get married. I says, `` Hey, this is 1971, baby, I'm just a dirty old man lookin' to score with some pussy.''

Yeah. In the late innings. Ya look like a night's sleep would n't kill ya.

Why n't ya stretch out on the pool table for a couple hours. The kid comes in at six will wake ya. A couple eggs and a beer is cheaper than keepin' a dog around the joint.

Close of DOYLE going to his car . He stops for a light . DOYLE is red - eyed and in need of a shave . He fidgets through his pockets looking for a cigarette but does n't find one . As he drives along a GIRL CYCLIST comes into view alongside . Our view is DOYLE 's view of her long , lean tapered legs . If he looks further , and DOYLE always looks further , he will see there is a bra - band sweater covering her well - formed breasts . The pendulous swing is there as she bends over the handlebars . Close front view of DOYLE looking back to the light , then back to the legs . Close outside view , the cyclist , of DOYLE leaning out the window with his badge in his hand .

Medium close shot of RUSSO and SIMONSON . PHIL KLEIN , a federal narcotics agent , is reading aloud from an article in the New York Daily News . MULDERIG is listening and sipping coffee . Close shot of BILL MULDERIG , a Fed narcotics agent .Medium close of SIMONSON and RUSSOClose shot of MULDERIG .Wide shot of room , taking in SIMONSON , RUSSO , MULDERIG and PHIL KLEIN . SIMONSON hands BUDDY a stack of warrants .SIMONSON turns to MULDERIG .Close of MULDERIG .Close of RUSSOMULDERIG , close .RUSSO , close .

Sure, I know Popeye. The Master of undercover, whose brilliant idea of disguise is to limp into a room on his left foot and limp out on his right. Whose brilliant hunches cost the death of a good officer -

Somebody told me the reason you did that was so's when you met a chick and rubbed against her she would n't know you were a cop.

I said that was bullshit. It must be some kind of fast - draw gimmick or something.

Charnier and his wife checked out of the Westbury. Nicoli checked out of the Edison -

That's crazy. You lost the Frog in the subway and you blew our cover. If they have n't moved already they're not gon na move now.

With pleasure - it's all yours. Walter, if anything develops outta this charade give me a call.

The last time you were dead certain we ended up with a dead cop.

Long shot of RUSSO approaching housing project group of buildings . This is where DOYLE lives .

RUSSO rings the bell . No response . He knocks . Again nothing . He hears a shower working inside the apartment .No answer .RUSSO reaches into his jacket pocket and gets a celluloid card , his PBA card , which he slides into the door at the lock . He gives it a juggle and the lock is free but the door moves grudgingly .

The door to DOYLE 's apartment , a close view from inside . There 's a bike propped against it and BUDDY RUSSO is trying to push it open from the outside .The bike teeters and falls with a crash and RUSSO comes into the room puzzled , exasperated .

DOYLE is anklecuffed to the bedpost at the foot of the bed .The shower goes off . RUSSO puts the bike upright on its stand and squeezes the horn , which makes a loud beep . The BIKE GIRL appears in the bathroom door , wrapped in a towel .RUSSO sees key on dresser - tosses it to DOYLE . There are clothes all over the place , the GIRL 's cycling outfit , DOYLE 's pants and shoes and socks . The decor is completely impersonal . RUSSO looks up .RUSSO goes to chair .RUSSO , who is half sitting on them , pulls the pants loose and hands them to DOYLE .Close on DOYLE , buttoning his pants .Medium close on RUSSO picking around through the clothes , coming up with a pair of panties . He holds them out .DOYLE sitting on bed , strapping the holster on his ankle . He checks his gun .DOYLE is checking various items that go in his briefcase - notebook , handcuffs , book of laws , field reports , pencils , binoculars , candy bars , etc. . Medium close shot of RUSSO looking toward the bathroom door .RUSSO looks back to DOYLE . There is the sound of a kickstand being kicked back in place , the door opening and the GIRL leaving . Medium close shot of DOYLE tying the shoes , wincing . Looking up to the departing GIRL .

Close shot of BILL MULDERIG in back seat . BUDDY is in front , next to DOYLE at the wheel .We can see DOYLE working to keep up with the black Mercury as they cross the Brooklyn Bridge in fairly heavy traffic . The Mercury cuts around in and out , DOYLE plunges after him .RUSSO turns his head in anger .No answer .No answer .DOYLE cuts into the next lane to a lot of horn - blowing and comes to a dead , screeching stop . DOYLE sits up sharply erect in the seat , craning to see where SAL is going . He throws open the door and hurls himself out .

Rear medium close shot of DOYLE climbing up on the side of the car to look ahead , then jumping down and running off . DOYLE running as hard as he can . Medium close side shot of SAL turning off the bridge onto the FDR Drive , moving quickly and smoothly uptown . DOYLE running to a stop , and staring ahead . Breathing hard , horns are blowing on the bridge and they drown out the words as he curses , `` Dirty Sonofabitch . ''

KLEIN is parked on Pearl Street below the Brooklyn Bridge .KLEIN starts his car .

SAL emerges from the garage and heads toward Madison Avenue . He passes a man looking in a store window , PHIL KLEIN . KLEIN follows him .

SAL stops abruptly at the corner and turns around . KLEIN is forced to pass him and cross the street . SAL crosses the street to his left , at a right angle to KLEIN .

SAL moving north on Madison Avenue . He is walking in a triangular trap of foot surveillance . We begin to learn this when we fall back twenty feet behind SAL and pick up the figure of JIMMY DOYLE , moving at exactly the same pace . While he keeps looking forward after SAL , he also looks regularly to the left , across to the West side of Madison where we quickly zoom in on the figure of BILL MULDERIG , who is on an even line opposite SAL and moving almost precisely in step with the subject of their surveillance . MULDERIG keeps an eye on SAL but is also glancing north ahead of SAL to BUDDY RUSSO , who is 20 or 30 feet ahead of SAL , thus forming the triangle of the A - B - C tail . SAL bobbing along . DOYLE following . MULDERIG keeping pace . RUSSO up front . SAL suddenly turning East at the Northeast corner of 46th Street , the block occupied by the Roosevelt Hotel . MULDERIG yanking at his right ear . RUSSO spinning around , hurrying back toward the corner . DOYLE turning East at the Southeast corner of 46th Street . RUSSO coming around the corner looking to DOYLE . DOYLE indicating the Roosevelt entrance with his chin while MULDERIG comes up to join DOYLE . RUSSO moving quickly into the Roosevelt entrance on 46th Street between Madison and Vanderbilt .

Roosevelt lobby stairs with ALAIN CHARNIER , PIERRE NICOLI , SAL greeting .We move into the lobby of the Roosevelt and then spin around quickly , to watch CHARNIER , NICOLI and SAL moving upstairs and out the door .

A distant view from the Northeast corner of 46th Street and Madison Avenue of the Roosevelt Hotel marquee and the three men under it , CHARNIER , NICOLI and SAL . They are in animated conversation . DOYLE and MULDERIG on the point - of - view corner across Madison , MULDERIG with his back to the camera , DOYLE talking and watching over Mulderig 's shoulder . Close shot DOYLE 's face , eyes bright with excitement . Long view of CHARNIER , NICOLI and SAL under the marquee from DOYLE 's view , zooming in on CHARNIER , who continues to talk , look up , then look back to SAL .

Rear view of ALAIN CHARNIER and PIERRE NICOLI strolling slowly down Madison Avenue in the Forties . An overhead view of the pair , CHARNIER and NICOLI , including DOYLE 20 or 30 yards behind , RUSSO across the street , even with him . CHARNIER and NICOLI window - shopping at Walter 's Electric , 49th and 3rd Avenue . RUSSO looking quizzically , puzzled , from a doorway . CHARNIER and NICOLI are engaged in a running conversation that we can not hear . But what CHARNIER is saying is simply that he wants to get a pack of cigarettes before they turn back and stop for dinner . RUSSO looking to DOYLE for a signal .

DOYLE already beginning to feel the cold , rubbing his hands together , at the front of the place CHARNIER and NICOLI have entered , trying to figure it out as CHARNIER and NICOLI emerge , CHARNIER ripping the cellophane off a pack of cigarettes , and they turn back in DOYLE 's direction . DOYLE , face to face with CHARNIER and NICOLI . Straining to hear , he picks up a few words of French . Without losing stride he steps off the curb and cuts across the street , moving south , away from them , as they come north . But halfway across the street , we pick up RUSSO coming in his direction , sharp enough to pick up the tail where DOYLE had to drop it .

Medium close view through window of ALAIN CHARNIER and PIERRE NICOLI sitting at a table near the front windows of a small restaurant .

A long shot of street zooming in on JIMMY DOYLE who is freezing his ass off in the shadows of a doorway across the street from the restaurant . He is dancing from one foot to the other , his shoulders hunched , occasionally cupping his hands to his ears .

A medium close shot of WAITER holding a bottle of Sainte Emillion out for CHARNIER 's inspection . CHARNIER looks , frowns , shakes head negatively . DOYLE 's feet . He 's standing on one foot , the other raised and he 's squeezing it with a chapped hand , as if trying to get circulation back into it .

Medium close shot of NICOLI watching the WAITER scoop coq au vin onto his plate . Close shot of CHARNIER taking a large forkful of food into his mouth , chewing and nodding at NICOLI .

Medium shot of DOYLE looking up to RUSSO who comes bearing a paper bag which he hands to DOYLE . Medium close shot of RUSSO standing in front of DOYLE while DOYLE fishes a piece of pizza out of the bag and lets it fold into his mouth , then licks his fingers .

Medium close view of CHARNIER through the window of the restaurant , sipping expresso .

Close shot of the pastry tray , rows of Napoleons , strawberry and peach tarts , a frothing - frenzied rum cake , etc. . NICOLI close , looking like he 's about to have an orgasm , glancing toward CHARNIER and then the tray .

Close shot of RUSSO peering at the restaurant . DOYLE 's face right behind him , peering over RUSSO 's shoulder , trying to drink coffee from a paper container and also moving slightly against the cold and the pain of the shoes .

Rear long view of CHARNIER and NICOLI on Madison in the Forties strolling to a corner where NICOLI is splitting for the Edison Hotel -LRB- West 46th Street -RRB- while CHARNIER goes on to the Westbury on upper Madison . They part with a wave and a nod . Hold on them as BUDDY RUSSO comes into view , moving off after NICOLI . DOYLE follow CHARNIER .

Close shot of the elevator floor indicator rising from 1 to 6 . Medium close shot of DOYLE turning away from the elevator doors and walking toward the registration desk . Close shot of the DESK CLERK .Medium close shot of DOYLE leaning on elbow on the counter , half - turned to keep an eye on the elevators .Close on CLERK and DOYLE .Close of DOYLE .Close of CLERK . Thinks it over .DOYLE AND CLERKCLERK gets out registration log book , goes through list as DOYLE waits .DOYLE is taking down the information on a pad .Close of DOYLE .CLERKDOYLE AND CLERK

We have four rooms and six suites on six. There's a man in almost every one of them.

Mr. and Mrs. Alain Charnier, would be another. He's in shipping.

Medium close shot of DOYLE standing in another doorway , this one in Madison Avenue , opposite and a little up the street from the Westbury . It is about 2 o'clock in the morning and there 's not much traffic . DOYLE looks like a man almost too tired to stand . We hear a car pull up -LRB- off camera -RRB- .

View from the front seat of a sedan of DOYLE falling into the corner of the back seat . RUSSO reaches across the seat from the camera to hand DOYLE a brown paper container of coffee . He opens it between his knees and scalds his mouth with it . RUSSO hands over another gift , a pint of Canadian Club . DOYLE takes a big swig . Rear close view of BILL MULDERIG at the wheel of the car , looking at DOYLE in the rear - view mirror .A view of MULDERIG at the wheel , RUSSO twisted around in the seat , looking back at DOYLE and putting the cap back on the bottle . When DOYLE is n't sipping at the coffee - whiskey , he 's looking out the window of the car at the entrance of the hotel . He looks beat .RUSSOMULDERIGDOYLE AND MULDERIG - INTERCUTRUSSO , close .Close shot , DOYLE .

Close shot of CHEMIST with a small lab layout spread in front of him - burner , test tubes , etc. . The MAN 's wearing an ordinary business suit and both the table and the background indicate that this is not a lab , but somebody 's library or den - and a fashionable one , with photos , a signed picture of Lyndon Johnson , etc. , on the panelled walls . The CHEMIST is running a Thiele test on a small mound of powder . Heroin from CHARNIER 's shipment . Medium close shot of JOEL WEINSTOCK and SAL BOCA sitting opposite the CHEMIST . SAL has a glass of beer in front of him , WEINSTOCK a brandy snifter containing a splash of amber cognac . Both are interested ; SAL quite nervously . The CHEMIST immerses a capillary tube , a tiny instrument the size of a needle into an open kilo of heroin . He pours a small quantity of mineral oil into a burnmeister test tube and preheats the oil over the open flame of a tiny alcohol lamp . He removes a 15 - in thermometer from its leather case , fastens the capillary tuve -LRB- now totally immersed in the heroin -RRB- to the bulb of the thermometer with a rubber band . He places the bulb , with capillary attached , into an open rubber stop and inserts the entire apparatus into the burnmeister tube , about three inches in . With a small metal clamp he holds the rig over the lamp . We watch closely with the CHEMIST , WEINSTOCK and BOCA as the white heroin powder slowly , agonizingly dissolves into the mineral oil and The mercury rises slowly up the thermometer to 220 ° - 230 ° . The faces of the three men are filled with wonder and anxiety . As the mercury continues to rise they become a cheering section , rooting the hometeam home . The longer it takes for the powder to dissolve , the purer the heroin . The mercury stops at 240 ° !Close on WEINSTOCK , relaxed , smoking a large cigar .Medium close of the CHEMIST .Medium close of WEINSTOCK and BOCA .The CHEMIST packs his apparatus and leaves .Medium close shot of WEINSTOCK alone , appraising BOCA .SAL , whose cool is easily shattered .WEINSTOCK , close .INTERCUT SAL , WEINSTOCKWEINSTOCKSAL , a little desperate .WEINSTOCK taking SAL apart with his eyes over the cigar .Close of SAL 's worried face .

Absolutely dynamite! 89.5 proof! Best I've ever seen! If the rest is like this, you'll be dealing for two years on this load.

Retail is not my end of the business. Are you telling me it's worth the half million?

I'd say it should be able to take a seven to one hit in the street.

Thank you, Howard. Take what's left there with you and goodnight.

What am I, a shmuck? What's the hurry? He could see a couple of shows and visit the top of the Empire State Building.

So whatta you want a badge? It's your first major league game Sal. One thing I learned, move calmly, move cautiously. You'll never be sorry.

Which is why your phone lines are tapped and the Feds are crawlin' all over you like flies.

He could go someplace else with his sixty kilos of heroin and see how easy it is to pull together a half million cash. He would n't find there was any hurry to do this kind of business.

Close side view of DOYLE driving ; popeyeing right and left , looking for everything and nothing . View over DOYLE 's right shoulder through windshield of a young Black HOOKER leaning against a lamppost , smiling at a passing PEDESTRIAN . Hold on her as the car moves on , DOYLE 's head turning as he continues to move with the traffic . Rear close view of DOYLE leaning over the back seat , looking as he backs the car . Close shot of the HOOKER looking up smiling , then the smile fading . Medium close view of DOYLE and the HOOKER .Close shot of HOOKER .DOYLE and the HOOKER .DOYLE looking right and left , the form of the GIRL climbing into the vehicle . He puts surveillance hat on back seat .

DOYLE is standing at an island counter in a coffee - doughnuts joint . The COUNTERMAN is paying no attention to him but is instead emptying coffee from a large dispenser into a pot .The COUNTERMAN responds quickly to DOYLE 's voice . Close shot of DOYLE biting into a huge jelly doughnut , the jelly squeezing out onto his fingers . A kid pushes a broom past , getting rid of a collection of cigarette butts , etc. .Close shot of KID , about 16 , looking up from the broom toward DOYLE .Medium close shot of DOYLE and the KID , DOYLE eating and drinking .Close shot of DOYLE talking around a mouthful of doughnut .Medium close shot of DOYLE and the KID . DOYLE puts down the coffee cup . Waves the KID closer . The KID moves closer , DOYLE frisks him quickly , expertly , then rips up the kid 's jacket and takes a 12 - inch toadsticker out of the kid 's waistband . Close shot of DOYLE looking at the knife , snapping the button and watching the blade flash out .Close shot of KID .DOYLE , pushing button and letting the blade fall into closed position .DOYLE hands the knife back to the kid . HECTOR goes back to work . DOYLE eats .

Jesus, no, Doyle. I'm clean. I'm working twelve hours a day here.

DOYLE climbing back into his car , knees on the seat , reaching over into the back . Close shot over the rear seat of DOYLE picking up the straw hat , which has been jammed into the corner by the contours of the Hooker 's tail . He straightens it as much as possible and throws it under the driver 's seat .

Medium shot of DOYLE on foot popeyeing up Madison Avenue in the vicinity of the Westbury . As unobtrusively as possible , he 's looking for the tail that should be there covering CHARNIER . DOYLE is on the East side of the street , and the Westbury is on the West . He pokes his head into a couple of doorways , checks the cars parked at the curb , looks up to a couple of the mezzanine shops along the street . He sees PHIL KLEIN and ANOTHER AGENT talking together totally oblivious to the front entrance . MULDERIG in a cigar store looks to his wristwatch , then goes inside the store . Close shot of DOYLE frowning , puzzled . There does n't seem to be anybody alert . He looks over to the hotel . Westbury Hotel entrance from DOYLE 's Point of View . CHARNIER steps out of hotel entrance , turns south . The two AGENTS and MULDERIG have not seen his exit . Close on DOYLE in a doorway . CHARNIER , carrying an umbrella , strolling blithely down the street , in DOYLE 's direction but on the opposite side of the street . Zoom in on his face , reflecting no concern , no problems , then zoom back to DOYLE 's position . Pan to the hotel entrance as DOYLE looks for somebody else . Where the hell is CHARNIER 's surveillance ? Very quickly , DOYLE 's nervous glances . CHARNIER close . A long view of the street . CHARNIER moving along . The hotel entrance . Close shot of DOYLE going through the glancing movements , his eyes showing CHARNIER getting farther and farther down Madison Avenue . But there 's still nobody following him . Medium close shot of DOYLE scrambling out of the doorway and moving down the street after CHARNIER . Rear view of CHARNIER stopping at a newsstand , buying a copy of the Times . DOYLE in a doorway , peering out and down the street . Medium close front view of CHARNIER strolling along , glancing at the headlines of the Times , an umbrella hooked over his left forearm as he walks . Close shot of CHARNIER 's polished shoes , moving quickly down subway entrance stairs . Hold on the empty stairs . Then DOYLE 's painful , scuffed shoes , follow .

Close shot CHARNIER standing on the subway platform , looking at the Times , glancing toward the tracks and the rumble of a train in the distance . Side rear view of CHARNIER close in the foreground , DOYLE moving into view in the background , not looking toward CHARNIER , keeping his face turned mostly away from the Frenchman . Long shot of the platform . DOYLE right , CHARNIER left as the train pulls in . CHARNIER is folding up his paper to board . DOYLE is moving toward the train .

CHARNIER getting on train toward camera . Close side shot DOYLE getting on train , leaning over to look after CHARNIER 's movements .

CHARNIER getting off train . DOYLE puzzled , hesitating , then getting off his car . Long shot of CHARNIER opening the Times again . Medium shot of DOYLE moving quickly to phone booth against the wall . DOYLE close , barking into the phone .MULDERIG in phone booth at Westbury .DOYLEClose shot of CHARNIER strolling past the telephone booth , DOYLE looking down .Long view of CHARNIER and DOYLE about thirty feet apart on the platform , a second train approaching .

A close view of DOYLE just inside the doors of the car sneaking a peek at the platform . We can see that CHARNIER is not there . He 's on the train . Suddenly CHARNIER reappears on the platform . DOYLE steps off .

Long view from DOYLE 's vantage point of CHARNIER standing with his back to the train , looking up like a man who ca n't make up his mind , then turning to his left , away from DOYLE and getting back on the train .

View from interior of DOYLE car of JIMMY DOYLE nipping back onto car .

Close view of subway doors hissing shut and an umbrella being raised at the last moment by an off - camera hand -LRB- CHARNIER 's -RRB- . The doors jerk open in the safety spasm . There is a blur of the a fabric moving across the camera , blocking the view of the doors . It is only a moment . When it clears , the doors are closed again , the umbrella is gone . But we do n't know what happened and the train is n't moving .

Rear close view of DOYLE peeking into the forward car to see where CHARNIER is sitting .

Quick , shocked close view of that car , revealing that CHARNIER is n't there among the twenty passengers dozing or moping in their seats . There is a blurred flash as if DOYLE 's own eyes are spinning frantically back to the windows of his own car .

Medium shot of DOYLE jumping out of train , CHARNIER jumping back on - train takes off .

A close view of CHARNIER 's face . He is smiling directly at DOYLE . He gives him a little wave . A view from CHARNIER 's position of DOYLE chasing the train , anger and hatred and frustration storming across his face .

A long view from the bottom of the steep embankments above Harlem River Drive in Washington Heights . Sprayed along the face of the cliff is a disaster - an overturned city bus and a car with which it apparently collided . The scene is lighted with flares . Police rescue WORKERS and FIREMEN are scrambling up and down the face of the cliff . They are carrying BODIES out of the bus and the car , COPS pulling them out through the windows , leading them on stretchers . There are shouted orders and some moans and cries from the wreckage . In the foreground is LT. WALTER SIMONSON , involved in the operation , but also involved in a hassle with DOYLE , MULDERIG and RUSSO who are standing with him . An officer approaches SIMONSON with a set of heroin works .Medium close shot of DOYLE and SIMONSON . DOYLE could n't care if Rome was burning on the hill ; he 's only interested in his case .SIMONSON , eyes on the hill , glancing to DOYLE with irritation .Medium shot of SIMONSON , DOYLE , MULDERIG and RUSSO . Lights flashing around them ; stretchers going by with bodies .SIMONSONDOYLE , close .Close shot of MULDERIGA fist , DOYLE 's , comes from off - camera and connects with MULDERIG 's chin . As his head flies back . DOYLE and MULDERIG slugging and grappling with each other , RUSSO leaping in to yank them apart . SIMONSON grabbing MULDERIG 's arm and holding him back . SIMONSON , close .DOYLE Shot of SIMONSON , MULDERIG , DOYLE , RUSSO , in a cluster .

This belonged to the kid who was drivin' the sports car. 17 years old. His girlfriend OD'd in the car. We found this set of works in her arm.

Medium close side view of SAL BOCA 's Mercury pulling to the Washington - Boston shuttle parking lot at La Guardia airport . SAL takes his ticket from the automatic vendor and drives in . We hold for the next car driven by PHIL KLEIN , a federal narcotics agent who is on his tail .

Medium close shot of SAL BOCA writing out the ticket order form . Close shot of the form ; SAL filling it out in an almost illiterate scrawl . Under destination SAL fills in Washing . and the camera raises its eye to a close shot of PHIL KLEIN on the opposite side of the counter , filling in his form . Close side shot of PHIL KLEIN standing right behind SAL in the shuttle line .

CHARNIER and an UNDERSECRETARY on the steps of the building , shaking hands . Two other OFFICIALS are on hand and while we do n't hear their conversation , their manner is extremely attentive to CHARNIER .Close shot of CHARNIER .

I only hope we cut through to some meaningful proposals in the next month or so. The pleasure was mine, Mr. Charnier. When will we see you again?

Medium long shot of CHARNIER walking across street , diagonally toward the camera , removing the identification card from his lapel . Rear close shot of CHARNIER joining SAL BOCA on the sidewalk and the two of them moving off together . Close shot of SAL , somewhat nervous about trying to peddle his problems to CHARNIER .Stop , Cover .Full length shot of CHARNIER and BOCA , CHARNIER leaning over to shake his hand .CHARNIER turns and walks off , leaving SAL looking after him as we zoom back to a Point of View about a hundred yards down the street . Close of PHIL KLEIN , just watching .

Close shot of MRS. CHARNIER , sitting by the window of two seats on the shuttle , looking out and babbling at CHARNIER . -LRB- DIALOGUE IN FRENCH -RRB- .She extracts a necklace and bracelet of shark 's teeth from an elegant alligator bag . Camera moves back to take in CHARNIER looking from the Wall Street Journal to the native craft bracelets .Close shot of CHARNIER , tenderly , lovingly .MARIE , close .CHARNIER and MARIE . He folds up the paper , smiling at her .CHARNIER 's view of the plane interior , walking back toward the rear of the cabin . The seats are occupied by military - business - government TYPES making the shuttle run . Not every seat is filled . We come to an empty one on which someone has deposited an attache case . It is the seat next to PIERRE NICOLI , whose hand reaches out to remove it and we follow the arm to NICOLI 's face . Close shot of CHARNIER and NICOLI sitting . -LRB- DIALOGUE IN FRENCH -RRB-CHARNIER shrugs .Close of CHARNIER .Close shot of CHARNIER alone .

A complex of buildings similar to Lefrak City . A medium close view of a LITTLE GIRL about to run DOYLE down with a two - wheel bicycle . Two shots ring out in quick succession and tear up the concrete at a point where he would have been walking a moment earlier . DOYLE diving for the cover of a tree . The rifle goes off a third time and MOTHERS begin to scream on the benches of the playground area .DOYLE behind the tree , pulling his gun out of the ankle holster . He holds the gun ready and tries to look around . Ping , another shot that drives him back . Long panning view , DOYLE 's view , from the ground , of all the rooftops in the area . A blank . The background sound is still screaming crying . `` Call the police . '' `` The man 's got a gun . '' `` Help ! Help ! '' The view is still slow , careful under the pressure of the panic . There 's another shot . Long shot of rifle smoke rising from NICOLI 's sniper position . Exterior view of the concrete tunnels , DOYLE running from them toward the building , dodging and ducking behind playground equipment and benches as he does . He 's shouting as he runs .Medium shot of DOYLE dashing into the lobby of his building to a Spanish kid in the window of building .

Exterior shot of rooftop door opening slowly , DOYLE coming through the opening , gun at the ready . Panning shot of the rooftop , DOYLE 's view , stopping for a beat at the rifle and box of cartridges lying beside the parapet , moving on . The roof 's empty . DOYLE sees NICOLI below , grabs rifle and cartridge . DOYLE running to the parapet , looking over . Shot of the street , traffic , elevated tracks in the distance . Long searching look of the streets and the people . The view , which is DOYLE 's , passes over one man in a dark suit , stops and goes back . Zap ! It 's NICOLI walking quickly but not in any panic toward the El . DOYLE 's face . He runs to parapet , fires at NICOLI . Misses . DOYLE running across the roof and through the door . DOYLE bursting out of the elevator at the bottom , through a crowd of WOMEN and KIDS who scream as they did in the playground . Medium close view of DOYLE running as fast as he can . Medium close shot of the entrance to the El . DOYLE coming into view from off - camera , running to a stop deciding which to take . He runs across the street to the downtown side from which he saw train approaching . DOYLE going over the turnstiles in a leap , gun still in his right hand .

Broad view of platform , DOYLE emerging looking right and left . DOYLE 's view across tracks . There 's NICOLI , standing with a group of people . DOYLE looking up tracks to see if he can get across . Training pulling in an opposite side . Train pulling in right in front of DOYLE .Side medium close shot of DOYLE turning and plunging back through the doorway of platform exit .

In one corner of the train is a transit policeman . He 's observed Doyle shouting and gesturing at NICOLI who sits nervously aware of the policeman 's presence . Long longs between them . Finally , the officer decides to approach NICOLI . NICOLI panics and runs . The officer goes after him and traps him against the door between cars .

NICOLI and the TRANSIT POLICEMAN struggle , as the handful of passengers watch . NICOLI pulls his .45 and clobbers the officer on the side of the head . Close of NICOLI going from one car to another , opening doors on the rear , moving through yet another crowd .

Medium close shot of DOYLE running into the street , forcing a driver to stop . DOYLE moving so hard he falls against the hood of the car then dashes around to the door and jerks it open .Medium close shot of DOYLE dragging MIDDLE - AGED MALE DRIVER out from behind the wheel as he shouts .DOYLE has a pistol in his hand . The man falls back sputtering . DOYLE jams car into gear and it roars off .

NICOLI pounds on the door of the Motorman 's cab with his gun . After a long moment - the door cracks open . Close shot NICOLI pushing his way into the cab of the subway MOTORMAN , sixtyish , worn and frail looking . MOTORMAN looks down . He follows the glance to NICOLI 's .45 .

Side close view of DOYLE screeching to a stop to avoid plunging into a panel truck . DOYLE sticks his head out the window to look up at the tracks as the DRIVER of the truck screams .Overhead view of the tracks , train roaring along them . DOYLE 's view .

The tracks racing by from the view of the train . We 're approaching a station .

NICOLI 's close view of the MOTORMAN , the gun on the man .The MOTORMAN pales , his hand goes to his left side in a gesture of anxiety , possibly pain .

The signal lights are automatic. If I go through a red I'll be automatically braked.

Side close view of DOYLE screeching to a stop , the car bumping up on the sidewalk and DOYLE plunging out the door which he leaves hanging open . He races around the car for the steps to the El .

Side view of train roaring through the station without stopping .

Medium close shot of CROWD on train pushing toward the MOTORMAN 's cab . They are upset over the missed stop . The CONDUCTOR seems to be the most annoyed . He 's pushing hardest toward the camera to complain .Close shot of NICOLI 's back , half in the MOTORMAN 's cab , as he faces the CROWD . Now the cries turn to :Side view of NICOLI , the MOTORMAN in the background the CONDUCTOR leaping at NICOLI . NICOLI burns him ; one gut shot . The car turns to pandemonium of screams . The CONDUCTOR is hurled back into the crowd by force of the blast . The MOTORMAN throws back his head in fright , and the beginning of a coronary .

Did n't stop. Went right through there. Hey, man, that's my station. Where the hell's he going? Hey, stop the car.

We'll crash. Wo n't somebody please help me. Murder He's a killer. Crash. We'll crash! Stop. Stop the train.

Close shot of DOYLE from back seat , twisting , turning the car in a wild demonstration of pursuit driving around cars , braking , roaring ahead . We move out through the windshield for a lurching , spinning , twisting view of the tracks overhead , the street signs and lights flashing by in a reeling montage of movement , the train roaring above it all .

Close side shot of NICOLI turning to cover the MOTORMAN , who is clutching in pain , slumping toward the controls .NICOLI glances quickly to his left , out the window to the next station . Long , low view of the tracks , partially NICOLI 's view . There are red blinkers on the side of the tracks . Red lights up ahead . That 's the back of another train . It has stopped and we 're hurtling toward it . Wide shot of screaming pack of subway riders , fighting their way back from NICOLI , succeeding only in turning themselves into a tightly contained mob . Now the words they cry are :

Side close view of DOYLE driving while he 's looking up . He skids through a red light , narrowly missing a pedestrian and an oncoming group of cars . Long , low view of the train from DOYLE 's position .

Close shot of cord dangling above a sign that says `` Pull for Emergency Stop Only . '' It just dangles , wobbles , forgotten in the panic .

Close side shot of DOYLE driving , skidding on streetcar tracks , panning upward to show the car pulling ahead of the train .

Close shot of NICOLI from behind , looking out the window of the car where we see ourselves hurtling toward the other train , now only about 100 yards away . Hold on the train ahead . The MOTORMAN collapses over the throttle . Rear close shot of NICOLI plunging into the panicky riders with gun in hand , trying to get out with them to some rear car .

The leader train sits waiting about twenty yards out of the station . As the onrushing train approaches , it passes through the yellow signal light at the rear of the station .

As the onrushing car pulls equal to the red signal light at the front of the station , the tiny trip lock on the track springs up , activating the safety brake . The trains avoid collision by a few feet as the front car screeches to a halt .

The passengers are thrown violently to the ground . NICOLI gets to his feet and forces open one of the doors .

NICOLI makes his way out of the train and runs along the tracks for a few yards , narrowly avoiding the third rail . He climbs onto the station platform , to the shock and amazement of several onlookers . He is dazed and disheveled , no longer a hunter .

NICOLI staggers down the stairs to the street , unarmed . DOYLE is waiting at the foot of the stairs . NICOLI sees him , turns in desperation to run back up . DOYLE has his .38 drawn . He fires three shots into NICOLI 's back . NICOLI stiffens and falls backward coming to rest at DOYLE 's feet . DOYLE collapses next to him .

Long shot of the Mercury stopped . SAL gets out and walks quickly to the garage entrance and down the ramp as ANGIE drives off in the Mercury . Pan to

Close shot of DOYLE and RUSSO from the front . DOYLE looks after ANGIE 's car .

Medium close shot of RUSSO from the rear as he walks down the ramp toward a glass attendant 's booth in the background . We pan around the garage looking for SAL but do n't find him . As RUSSO approaches the booth , we see the figure of a man partially obscured by the door and the entrance framework . Close shot of RUSSO from the front .Close shot of the man turning . It is SAL BOCA . Close shot of RUSSO and BOCA in face - to - face confrontation .There 's a tense pause as BOCA looks at RUSSO . Close shot of BOCA .Medium close shot of GARAGE ATTENDANT holding the door of the Lincoln open for SAL , shutting it and taking the ticket from the windshield . As BOCA puts car in gear and drives off , we pan to BUDDY RUSSO standing there watching . The ATTENDANT walks up .Medium close shot of ATTENDANT and RUSSO . BUDDY , ignoring the ATTENDANT , watching the Lincoln take off , then breaking loose and running toward the ramp . Close shot of RUSSO from DOYLE 's viewpoint , piling into the car .Close shot of DOYLE throwing the car into gear and shooting down the street . Long view of the street from DOYLE 's windshield of the Lincoln in the distance . We pick up speed and weave through traffic in pursuit .

Impressionistic shot of Lincoln and DOYLE 's car winding through Brooklyn streets . Long shot of the Lincoln , SAL BOCA parking it , getting out and locking the doors , looking around and walking away . The Mercury comes around a corner , ANGIE at the wheel . The car stops and SAL gets in . As the Mercury takes off , Detective PHIL KLEIN follows in his car . Close shot of DOYLE and RUSSO in their car parked several car lengths and across the street from the Lincoln . NIGHT Long shot of the Lincoln , zooming on the glittering car . In the BG , eight youngsters are playing a game of street hockey .

Close shot through windshield of DOYLE and RUSSO . MULDERIG and KLEIN in their car .

Long view over the hood of DOYLE 's car to the street . We can see the Lincoln . The lights of a car appear on the left and come down the street past the Lincoln , slowly , like a man looking for a place to park . We can make out , but just barely with the help of the street lights , four people in the car . DOYLE in close profile , the foreground , picking up a corner of the Lincoln in the background . While we are looking in silence , there is a glimmering flow in the far corner , the beginning of approaching headlights again . They grown brighter and DOYLE 's foreground profile turns to watch it come .RUSSO and MULDERIG straightening up , leaning close to window to peer out . Long view over the hood of DOYLE 's car of the approaching vehicle , which suddenly switches off its lights and turns on its parking blinkers . It comes abreast of the Lincoln and stops . The men get out and chase the Lincoln . View through windshield at the four men . DOYLE is now up straight and at the wheel . He 's leaning forward , his hand on the key of the car . He glances back to MULDERIG .View of the hood . All hell breaks loose , headlights , including DOYLE 's flash on and form a spotlight on the Lincoln and the figures around it . Frozen in the headlights , confused , startled , and disbelieving are FIVE PUERTO RICANS with a variety of auto - stripping tools in their hands : lug wrenches , tire irons , pinch bars , monkey wrenches , etc. . DOYLE drives right up to them . The camera leaps out of the car with him and runs toward the men . We hear voices shouting .

Close view of DOYLE holding his gun on one of the terrorized - looking Puerto Ricans . The KID 's hands are rising tentatively . He 's too scared to move .In the background , the scene is being duplicated by two or three others . Overhead view of this headlight and flashlight arena of about 10 or 12 DETECTIVES forming small clusters , throwing these guys up against cars , pulling their arms around behind them and throwing cuffs on them while others rapidly frisk them for weapons , taking away one pistol , a couple of knives . MULDERIG and DOYLE looking at their MAN up against the Lincoln as RUSSO finishes snapping handcuffs on him .Close shot of the front end of the Lincoln , upended on a hoist attached to a police tow truck . The area is less brightly lighted by headlights now . Some cars have departed with the Puerto Rican AUTO STRIPPERS . DOYLE 's interest focuses on the car . We pick him up as we pan to him sitting on the running board of the tow truck , talking with its DRIVER , who is making a report on a clipboard . MULDERIG and RUSSO are standing nearby , talking to TWO PLAINCLOTHESMEN .RUSSO jotting in his note pad , then glancing up to the off - camera DOYLE . DOYLE , medium close , hands jamming into his pockets , staring at the ground with RUSSO and MULDERIG .

A montage as the Lincoln is being disassembled . First it is weighed . We then see the MECHANIC drain the gas , pull apart the transmission and check through the brake drums , rip out the seats . MECHANIC ducking out from under the car , moving toward off - camera DOYLE .DOYLE 's hand reaches out from off - camera and takes a cigarette package out of the MECHANIC 's pocket .

Nobody's been under there with anything but a grease gun since if came off the line.

What are you looking for? Is it as big as an orange or an elephant's ass? I've been over every inch - top to bottom. If you could give me a club - to the size.

Shot of DEVEREAUX and LA VALLE .Shot of DOYLE and RUSSO near the Lincoln , now up on hoists . Police MECHANIC in background .He produces a copy of a ship 's manifold .The THREE MEN turn again to stare at the Lincoln . The MECHANIC lowers the hoist , thoughtfully .They look at each other for a long moment . MECHANIC starts to undo the side Rocker pans . JIMMY pulls the pan off and sticks his arm into the enclosure . Feeling around inside he pulls out the first kilo - sized plastic container as several others start tumbling out after . BUDDY and DOYLE are smiling at each other as they continue to pull the bags out . Several of the other MECHANICS in the garage are gathered around the happy moment . They repeat this action on the other side of the car . RUSSO enters garage sergeant 's bullpen . DEVEREAUX and LA VALLE are still arguing with the SERGEANT .RUSSO walking with DEVEREAUX and LA VALLE .

I do n't understand why you had it parked on the waterfront. You're staying at the Doral and you lose your car somewhere out by the Brooklyn Bridge.

Medium close shot of DEVEREAUX striding through the lobby toward the camera . -LRB- DIALOGUE IN FRENCH -RRB-Medium close shot of DEVEREAUX turning to face CHARNIER , who has been waiting for him .CHARNIER pulls DEVEREAUX further aside .DEVEREAUX turns and walks into the crowded lobby leaving ALAIN standing alone .

Medium close shot of the Lincoln . We ca n't see the driver immediately . As we follow the car , it hesitates ; horns sound and it moves ahead with a jerk .

Close shot of CHARNIER at the wheel of the Lincoln , trying to make out street signs and directions .

CHARNIER 's view through the windshield as he drives along the new road and turns left on the old service road .

Hellgate Bridge overhead in BG . Lincoln drives along old road and into abandoned garage .

View from CHARNIER 's POV out the window of the building . Faces appear beside the car . First BOCA 's , then WEINSTOCK 's , then LOU BOCA and two MECHANICS .

Medium close shot of the Lincoln . The Rocker panels are open and the junk is being unloaded . CHARNIER is standing by two suitcases of cash . He takes a bundle out of the suitcase , riffs the deck of bills with his fingers to make sure it 's money all the way through ; puts it in a separate stack that will go into the rocker panels of a nearby junk car . WEINSTOCK is standing next to the CHEMIST , with his testing equipment . The MECHANICS are under the Lincoln and passing out the kilos of heroin , BOCA is helping them . The kilos are concealed in the floor boards of the old garage . Close shot of CHARNIER 's hands , working on the money . Close shot of the CHEMIST taking a sniff , then a taste . Close shot of SAL BOCA and MECHANICS continuing to unload packet after packet after packet of heroin . Close shot of CHARNIER as the stacks of money are loaded into the car . Close shot of BOCA taking a bottle of Seagram 's Seven Crown out of a brown paper bag . CHARNIER extends his hand . WEINSTOCK takes it ; they shake . CHARNIER close , looking back at the car as the rocker panels are restored to the Lincoln . The junk car with the money secreted is removed . Medium shot of SAL BOCA and CHARNIER getting in the Lincoln . In the b.g. a tow truck hauls the battered junk car out to await shipment .

Long view from the bridge of the Lincoln coming toward the camera over a small rise . View from Lincoln , between SAL and CHARNIER , over the hood of the car and to the entrance to the bridge . There is a police blockade . Standing in front of it are DOYLE , RUSSO , MULDERIG and PHIL KLEIN . CLOSE - UP CHARNIER . CLOSE - UP DOYLE . He gives CHARNIER a little wave . Long view of the Lincoln stopping in the middle of the bridge . Zoom in on it as SAL hurriedly turns it around , smashing into the side of the bridge as he does . Medium shot of the Lincoln racing back across the island . The Mercury roars past WEINSTOCK 's car , heading toward the bridge . WEINSTOCK 's car coming to a stop . Close shot of the CHEMIST and WEINSTOCK in the car , turning back to the island .

Close shot of CHARNIER and SAL . SAL driving , CHARNIER looking out the back window . The police cars , slowly , begin to gun engines and start the pursuit . The sirens begin to wail .

The Lincoln roaring into the asylum toward the camera , screeching to a stop . SAL and CHARNIER leaping out . They run toward Crematorium Building . Medium long shot of SAL running off .CHARNIER hesitates . Then runs into the darkness of the Crematorium .

Police cars screeching to a halt around the building . Some circling to the back to cut it off . DOYLE , RUSSO , MULDERIG , KLEIN and others getting out and running toward the entrance , taken by the Lincoln .

Close shot SAL BOCA and the two MECHANICS at the auto graveyard . The MECHANICS start to run and are pursued by KLEIN and TWO OTHER COPS . SAL decides to shoot it out . RUSSO in pursuit . After a chase around the graveyard RUSSO burns SAL who dies among the wrecked cars . WEINSTOCK and the CHEMIST emerge from the cars . Hands in the air . They give up without a struggle .

Long shot , we can see somebody running , hear his footsteps , but ca n't tell who it is . Shot of DOYLE entering . Shot of DOYLE , gun in hand , going around corner of long corridor , looking down it . Shot of MULDERIG running down one of the corridors and into a cell littered with abandoned furniture , sinks , toilets , etc. . Long view of the hallway . Halfway down , LOU pops out and fires wildly at the camera . DOYLE close , pulling back , then leaning out and blazing away twice . Long shot of LOU , staffering into the corridor and collapsing . DOYLE running down the corridor leaping over LOU 's body and continuing to run to bisecting corridor .

DOYLE comes down the stairs and into the cellar . In the foreground , behind a pile of ripped - out wall and floorboards , there appears to be the crouched silhouette of a man . DOYLE exits . DOYLE 's view down second corridor . At far end of it a figure flitting past .Close shot of RUSSO at the head of a flight of stairs .DOYLE 's P.O.V. : A shadow figure ducks into one of the rooms . Close of DOYLE up against a wall .RUSSO scrambling along the Crematorium wall . DOYLE moving slowly down the opposite wall . Medium shot of DOYLE approaching the end rooms . A figure slips out of one of them , shrouded with shadows . Close of DOYLE firing twice into the camera . Close shot of the figure . It 's AGENT BILL MULDERIG spinning , dropping , his own service revolver clattering on the concrete . Medium close shot of DOYLE standing over MULDERIG 's body , two or three COPS coming up , including RUSSO .DOYLE full figure , close . A long pause - and then -DOYLE exits down the corridor . The others staring after him .

Within the building no one is visible . Overhead , the Hellgate Bridge , sounds of New York , jets , auto traffic , and an approaching Penn Central train . THE END

The humming stillness of an American suburb on a summer 's day : nannies push strollers , joggers jog , mailmen deliver , dogs are walked , kids shoot hoop in wide open driveways . On a quiet , tree - lined street we pick up two young athletic - looking boys riding bikes . LASER ALLGOOD -LRB- 15 -RRB- and his friend , CLAY -LRB- 15 -RRB- . Like bats out of hell they pass block after block of charming , evenly spaced houses until they round a corner and drop their bikes in front of a large ranch house .

They walk inside . We HEAR a baseball game on TV in another room .

Clay pounds on blue pills with a hammer , reducing them to powder . Laser watches .Clay cuts the powder into lines with a school ID card .Clay rolls up a dollar bill and takes a snort . Then hands the rolled up bill to Laser .Laser takes the bill , bends over and snorts a line .

God, why do you worry about them so much? They do n't even have to know about it!

Well if he had n't done it, you would n't be here. So respect, yo!

Joni's the brains in the family. She won a National Merit Scholarship.

I play some Soccer. Basketball. Baseball. You know, team sports.

See what he did there, mom? You said `` food - services industry,'' then he said `` food - services industry.''

What's not nice is subjecting your kids to the same story 1000 times!

I think he may be right, dude. Maybe this is n't such a good idea.

Will you quit being a man - gina and run the camera! I'm only doing this once so keep my shit in frame!

Yeah, well if Paul was n't there I could have landed it. That guy creeps me out.

He's kind of a fag, dude. Tryin' to act all like your dad and shit.

Part Oxford reading room , part teenage girl 's lair . Leaning against the bed we see JONI ALLGOOD -LRB- 18 -RRB- . It 's her room . She pours over a game of Scrabble . Sitting next to Joni is her best girl friend , SASHA , -LRB- 18 -RRB- . Sasha 's checking out Joni 's FACEBOOK PAGE . Joni 's best guy friend , JAI -LRB- 18 -RRB- sits across from her , calculating his next Scrabble move .Jai looks repulsed , and hurt .Joni and Jai blush . They 're both too scared to admit their crush on each other .Sasha turns to Joni like an agent provocateur .

Oh my God, Joni, there are so many hotties in your class. You are so gon na hook up the first week.

Just cause you're a 24 hour drive - thru does n't mean everyone else has to be.

Hey, she worked her ass off! She deserves some hot jock sausage!

Fair enough, hairy muff. I'm outta here. You love birds can split my letters.

I'm not insecure and desperate! I'm just a normal sexual person! And maybe you'd get that if you were n't so uptight!

It's like she has to sexualize every experience, you know? It's just sad.

Laser and Clay wrestle on the floor while Clay 's DAD watches a baseball game on TV . They bump into the couch . Clay 's dad looks back , menacing .The boys keep wrestling , wired from the pills . Again , they knock into the couch . Clay 's dad spins around , pissed .The Dad grabs Clay , pulls him off of Laser and over the couch . He gets his son in a headlock , forcing the boy 's face into his big fat sweaty armpit . Both Dad and Clay enjoy the brutal play . Clay laughs manically .As Laser observes this male - bonding between father and son , we note a trace of longing on his face .

Joni , Laser and JULES ALLGOOD -LRB- 40 's -RRB- fair - skinned , attractive , sit before well prepared dinner . Still buzzing , Laser taps his fingers incessantly on the table .

Sorry, Laser. I just do n't want to, okay? I'm leaving soon and I do n't want to deal with that right now.

Actually, my brother asked if I'd call you because I'm 18 and he's only 15 which is too young to call - anyway, he'd like to meet you. if you want to.

Yeah. Well, technically my half - brother. Each of my moms had a kid, you know, with your sperm.

Okay. I'm just saying he might be weird. I mean, he donated sperm.

Uh, well, I just graduated high school. I'm starting college in the fall.

Uh, yeah Laser! I've been like trying to get moms to buy local for forever.

And by `` kind of'' he means they'd kill us if we ever rode one.

I just never pictured him that way. I just. I do n't know. He was so cool and interesting. I ca n't believe that was him. He was so nice, you know?

Okay, first of all, ewww. Second, he's a really good person and I'd prefer it if you did n't taint him with your whore juice.

She's treating me like I'm 12. It's like she does n't want to admit I'm an adult.

Mom, I'm 18 years old! I wo n't even be living here in like next month!

Yeah, well why do n't you get a jump on it and pretend like I'm not!

I know how you feel about them. But I'm an adult now and you have to respect that. Goodnight.

God Sasha, that's totally gross! Not everybody wants to have sex with you, okay? Especially when you act like a slut.

Hi Paul. It's Joni. I just wanted to apologize for my friend, Sasha. I was really embarrassed when she put her hand on your -

I really want to go to Argentina. Buenos Aires is supposed to be -

You act like you're so groovy and together but you're not. You're a shitty person!

What do you want from me?! I did everything you wanted! I got all A's! I got in everywhere I applied! Now you can show everybody what a perfect family you have!

So like, everything that happened between us. What was that? Was that just bullshit?!

NIC ALLGOOD -LRB- late 40 's -RRB- pulls up into the driveway beside a beat up white TRUCK covered in AA slogan bumper stickers .

Nic enters . Drops her bag and heads for the table .She kisses Jules .As Nic settles in .Nic gets up and goes to the kitchen for wine . Laser 's cell phone RINGS . He answers it .Jules puts her hand on Laser 's arm .Laser hangs up . Nic re - enters with a large glass of red .Jules and Nic share a look . Jules starts making maternal windshield wiper strokes with her thumb on Laser 's arm .Laser looks down at Jules ' thumb on his arm .Nic takes another swig of vino and smiles at Joni through increasingly plum - stained teeth .Joni mimes wiping her teeth . Embarrassed , Nic starts licking at her stained teeth .

Can I ask you something? What do you get from your relationship with Clay?

Do you feel like he's the kind of person who will help you grow?

Hey, did you start on those thank - you notes for your birthday gifts?

Great. I mean, you do n't want to have to start with an apology. You know? Then it's embarrassing.

I mean, if it was up to you, our kids would n't even write thank - you notes, they'd just send out good vibes.

Okay, honey, you're on a whole other tangent and I have no idea what you're talking about.

Laser, your mom and I accept you and love you unconditionally? You know that, right?

And secondly, I really do n't appreciate you snooping around our room. Was that Clay's idea? I have to say again, I do n't like him. He seems untended!

Okay, that's enough! Laser, your mom and I have a sense there's some other stuff going on in your life and we just want to be let in.

Yeah, I get it. He's their biological father and all that crap but it still feels really shitty. Like we're not enough or something, you know?

Look, we need to be smart about this. If we act like grubby bitches, we're just gon na make it worse.

So Paul, did you always know you wanted to be in food - services industry?

No, I was asking because I remember reading in your file, back when we were looking for, you know, sperm, anyway, you said you were studying international relations.

We met at UCLA. I was a resident in the ER and Jules had an emergency.

Well it was pretty clear to me she was just having an anxiety attack and she'd be fine.

Gave her a Vallium. Tried to get her to relax, talk, move her tongue around.

He's not just a client, Jules. He's our sperm donor! Have you ever heard the phrase `` Do n't Shit Where You Eat?''

`` I just need to get outside and ` do' things, not sit on my ass and learn. But that's just me. I'm weird that way.''

Laser! What do I have to do?! I bought you a card. I left it on your desk. All you had to do was -

Do n't tell me to settle, mister. And if it's not in the mail by tomorrow morning, we're not going to the Dodger game Saturday.

I'm sorry I've been such a bitch lately. I know I'm not being my highest self.

You've been really patient with me. I just want you to know that has n't gone unrecognized.

I do n't know. Did you break ground? Did you dig in? I do n't know the terms.

Oh, so it was less of a `` doing'' day, huh? Was he okay with that?

Funny how someone conveniently forgot to tell me they were driving home on a motorcycle!

You know how many people I've seen come into the hospital paralyzed from motorcycle accidents?!

That is so not the point I'm making! Joni knows this is something I'd never allow.

Listen, when you've been a parent for 18 years, come talk to me!

Yeah, and I need your observations like I need a dick in my ass!

No, everyone's getting along famously. Apparently Paul can do no wrong.

I'm sorry guys, but I just ca n't, with the fucking hemp milk and the organic farming and heirloom tomatoes.

`` Oh no, do n't throw that in the trash, no man, you got ta throw that into the composting bin so the fucking worms can shit all over it and turn it into glorious multch and we can all feel better about ourselves.'' God! What a bunch of bullshit!

You know what, Jules?! I like my wine! Okay? So fucking sue me! And fyi, red wine has a chemical called Resveratrol in it, which has been proven to significantly extend human lifespan!

This whole Paul thing is driving me crazy! I feel like he's taking over my family.

Look, I'm sorry, I just feel like I'm carrying the whole load here.

What are you talking about? I just helped you start another business!

Look, I know you've all been enjoying your time with Paul. And I know I have n't been as open to him as everyone else and this has caused some. friction. between us. But I'd like to try and change that.

So I was thinking. Maybe it would be nice if we all had dinner at his house sometime. That way, I could get to know him a little better, and I could see all the good work mom's been doing with his backyard.

You know what, I think I'm gon na stick with water tonight. But thank you so much.

No, it's perfect. Juicy. Tender. Exactly what rare's supposed to be.

Ugh, is n't that annoying? That happens to me all the time when I'm grilling.

. So Paul, I was checking out your album collection over there. Quite the eclectic mix.

Oh God, I probably spent half of high school in my room crying to that album. That record kills me.

I am on a lonely road and I am traveling traveling, traveling, traveling/Looking for something, what can it be/Oh I hate you some, I hate you some/I love you some Oh I love you/when I forget about me.

I want to talk to you/I want to shampoo you/I want to renew you again and again/Applause, applause / Life is our cause/When I think of your kisses/My mind see - saws.

Do you see/do you see/do you see how you hu - urt me baby/so I hurt you too/then we both get/soo - ooo - ooo blue.

Just be honest with me. Do n't make me feel crazier than I feel right now!

It's always what I'm not doing for you, is n't it? Well here's what I do n't to you. I do n't work out my issues by fucking other people!

No, you had to go fuck our sperm donor! You could n't have picked a more painful way to hurt me.

Well, we can always get stuff up there, too, if you need it, I mean if the room's dark or you need extra bedding.

No, you hold on! Let me tell you something, you really hurt my kids!

No! They're not. This is not your family. This is my family! You're just a fucking interloper.

Because if I'm starting this business I need something to haul my equipment in.

Hey bug, come here. We're watching `` Locked Up Abroad : Uganda.''

And what if he is `` exploring?'' This is the age for that. Why should we care?

Look, we do n't even know what the deal is. We're jumping to conclusions.

I do n't know : Like mother like son? Is that it? Both of us aimless, wandering in the darkness, `` wasting our potential?''

Well, maybe it has n't risen to the plane of consciousness for you yet.

Well, sweetie, human sexuality is complicated. And sometimes, people's desires can be. counter - intuitive.

For instance, since women's sexual responsiveness is mostly internal, sometimes it's exciting for us to see sexual responsiveness more, you know.

You would think that. But in most of those movies, they've hired two straight women to pretend and the inauthenticity is just unbeara -

Look, guys, we understand why you'd be curious about your biological father. That's totally natural.

We just wish you'd have included us in your thinking. But what's done is done. You met him, and now you guys can move on -

Of course I know. I do n't want to time - share our kids with someone. Especially when it's Joni's last summer home. No way.

We moved right after Laser broke his leg, I remember that because we had a ramp for a while, so that would have been. ten, no, nine? No, ten years this fall.

I do n't know. I just lost all the feeling in my face and tongue and I thought I might gag and then, you know.

But I'm not an architect. I mean I was on my way to becoming one. But I quit before the kids were born.

When they got a little older, I started a Balinese furniture import business.

But not like a gardener! I mean, yes, there's a gardening component to it, but the real work is to create unique, eco - friendly outdoor spaces that harmonize with the surrounding environment. Do you know what I mean?

You're unbelievable. You're all over me about getting clients, I finally get one and you're -

Yeah, he was working the whole `` alternative'' thing pretty hard.

We could do a kind of a Secret Garden thing with trellises and topiary.

. or something more Asian, minimal, with a rock garden feel. It's up to you.

Personally, I'm tired of minimal. I'm into more is more. Let's not try to tame the space. I think it would look great all lush and overgrown and fecund.

It's hard to explain. You have to kind of see the space to get it.

Look, I'm gon na go to the nursery in the morning so we should probably make sure you're signed off on the Bougainvillea.

I have another you may as well just tape it to my ass cause that's where it'll end up.

Look, we do n't have to do that. We could do go in a totally different direction if you -

Sometimes Nic can be a little critical, you know. She's a perfectionist.

And look, I just want you to know, about the other day, the kiss, that's not something I. do.

Joni brought some home from Paul's garden the other day. They were huge!

Because that's the way you like it! That's the way you keep control!

Oh come on! You hated it when I worked! You wanted me at home, taking care of the kids. You wanted a wife!

You did n't trust any of those nannies! And you sure as hell did n't back my career!

I really want a cigarette! Do you have any? I have n't had a cigarette since Laser was born. Do you smoke?

Do you think I'm just like some sad - sack middle - aged lesbian?

Look, I'm not gon na play this game with you! You need to keep your judgements to yourself!

I do n't ask you why you keep blowing your nose constantly! I mean, if you have a drug problem that's your business.

Look, this is n't gon na work. I'll pay you through the end of the day and then we're done.

Jesus, what's wrong with me? I should n't have fired Luis like that. That was totally wrong.

I'm gon na do some planting over there so it wo n't look so bare.

Listen, I know you and Joni heard what's going on. I just want you to know that what happened with Paul and me is over. There's nothing going on now.

I know you might need some time to process your feelings around this, but I just want you to know that I'm here for you if you want to talk about anything.

Look, it's no big secret your mom and are in hell right now. Bottom line. marriage is hard. really fucking hard. Just two people, slogging through the shit, year after year, getting older, changing. It's a fucking marathon, okay?!

So sometimes you're together so long, you just stop seeing the other person. You just see weird projections of your own junk. And instead of talking to each other, you go off the rails, and act grubby and make stupid choices. Which is what I did. And I feel sick about it because I love you guys and I love your mom and that's the truth. Sometimes you hurt the ones you love the most. I do n't know why. Maybe if I read more Russian novels I would.

Anyway, I just wanted to say how sorry I am about what I did and that I hope you'll forgive me eventually.

As Joni cranks out thank - you notes , Laser enters .Laser looks nervous .He starts to leave , but her answer bugs him . He turns back .Laser walks out of the room . Joni feels horrible .

Nic and Jules lay in bed watching TV , unwinding from the day .The women settle back . Nic sees Jules feels bad .Nic caresses Jules ' arm , wanting to make it better .Jules does n't look at Nic . She keeps her eyes on the T.V.Jules perks up . Nic immediately regrets her suggestion .MINUTES LATER - NIC AND JULES are cozied up side - by - side facing the TV . ANGLE ON - THE TV The volume is turned low on TWO NAKED MEN lying on a chaise longue . One guy fellating the other .

Joni tiptoes up a dark staircase and enters an office off the mom 's bedroom . She heads for the desk and stealthy opens a drawer . She rummages though with clear intention . She pulls out a FOLDER and studies the cover . We see the words : `` Pacific Cryo Clinic : Bringing your dreams to life . ''

ANGLE ON - THE BED We now only see Nic . Jules has slipped under the blanket , and is now between Nic 's legs . We see Nic trying to get into it , but having a hard time .Jules wrestles with the blankets . Wants them out of her way .Jules wrangles the blankets , trying to cover her partner . The transition is awkward and Jules gets caught in the top sheet . As Nic repositions herself , she leans on the VOLUME CONTROL BUTTON and suddenly the porn is blasting at full volume .Jules and Nic both dive for the remote . It 's lost under the mass of bedding . They struggle to find it as the grunting and 70 's disco music blares .

Joni turns to the wall , confused . She hears the porno music pulsing though .

Nic finally recovers the remote and hits mute .Nic flops back , traumatized .Jules looks defeated .

Joni turns back to the file on the desk . She flips though some pages of documents and stops . CLOSE ON a PHOTO of a 4 YEAR - OLD BOY standing in a sandbox looking straight into a camera with a big , open grin .

We see that boy , 35 years later , carrying a box of tomatoes and putting them in the back of a truck . This is PAUL , Joni and Laser 's biological father .

Paul walks in carrying the box of tomatoes . He approaches TANYA , -LRB- 30 's -RRB- the restaurant 's super sexy hostess .They stand close to each other , peering at the chart .Paul 's cell rings . He gives Tanya a hand squeeze and heads for the kitchen , answering .At the mention of the word sperm , Paul goes pale .

I just need to confirm that you donated sperm with us between 1991 and 1993.

Not really. I mean I was 19 when I did it. It was so long ago. I just figured no one actually used my stuff.

Or we can just hang out. That's fine too. Whatever you guys want.

That's fine. I'd love to know about you guys. What about you, Joni? What are you up to?

Do n't stress it, Laze. School was n't my thing either and I turned out okay.

Pretty much. The whole `` team'' thing got on my nerves, you know like, `` Hey, let's go kick some ass, man!'' What about you?

Hey, I was n't bagging teams in general. Teams are great. I'm just weird like that.

Yeah, I've been working on it for a while. I also have this organic co - op farm down the road. We use a lot of the stuff we grow there for the restaurant.

But it's a great spot. You guys should come check it out sometime.

Sweet. They were really good kids. The boy's kind of a sensitive jock and the girl's kind of innocent but whip - smart and super cute.

Oh yeah. Wow, that was a long time ago. Yeah, I was considering it, but then I dropped out of school.

It just seemed like a massive waste of money after a while. I mean, I was n't `` doing'' anything. I was just sitting on my ass listening to people spout off ideas I could've just as easily learned reading a book.

I'm not saying higher learning uniformly sucks. I mean, college is great for some people. Joni, I'm sure you're gon na love it. That's just me. I'm just weird that way.

Which is probably why I ended up in the food - services industry.

No, never been married or divorced. I date a little, but I'm just kind of focused on my work right now.

So Nic, I know you're a doctor. How ` bout you, Jules? What do you do?

Hey, I was just thinking. You know, I bought this place last year and the backyard's a wreck. Would you be interested in working on it?

I do n't know, I guess I thought, you know, if I can help somebody in need, somebody who wants a baby.

You got your mom's fair skin. You did n't get my Mediterranean genes.

Well, if you want things to be different, you've got to make that happen. That's your job.

You know, Nic. If you eased up on the restrictions, maybe there'd be less tension.

I do n't know, something about the idea of being burned into this chalky powder and sprinkled -

That's true. I guess I just want to be in a place where people can visit me.

Sometimes. But I do n't have any here. Want me to run to the store?

God, that's it. I was trying to figure out how to describe you to my friends. Thank you.

Come on. Do n't be so hard on yourself. Things get messy sometimes.

Tanya, you're so sexy and beautiful, but I do n't think we should do that anymore.

You know, our thing is really fun and easy, but. I do n't want to be 50 and still `` hanging out.'' You know? If I really want a family then I have to stop getting in these situations that do n't go anywhere.

Good. A lot of people in the restaurant order a steak rare and they freak out at the slightest sight of red.

Exactly! They should see what rare looks like in Argentina. The cow's practically still mooing.

Hey. It's hard enough to open your heart in this world. Do n't make it harder.

No, I'm serious. Fuck it. Let's get the kids together and do this thing.

I just want to apologize again for what happened. I ca n't tell you how much I regret it.

No, it was n't bullshit at all. I know I do n't seem credible right now but I really care about you.

and I just hope someday we'll be able to see each other again. Do you think that could maybe happen?

As you know the Cryobank has a confidentiality policy which prohibits us from releasing your identity without your consent.

Well we've been contacted by a young woman conceived using your semen, and she's asked if you'd be open to having contact with her.

Paul enters . The kitchen is humming with COOKS prepping for the dinner rush . He looks around for a quiet spot .A cook , MARGO , approaches Paul to speak with him . Paul nods : `` Ca n't talk . '' Hands her the box of tomatoes .Paul heads to the back of the kitchen , searching for privacy .

Paul moves into the pantry , finds the farthest corner .Paul 's speechless .

Paul and Tanya enjoy a hot , sweaty fuck . LATER THAT NIGHT Paul gets dressed while Tanya lays on her messy bed .Tanya moves closer to him , flirty .

Joni and Jules play scrabble at the table . Joni 's cell rings . She grabs it off the counter and answers .

Paul anxiously paces his overgrown back - yard on his cell phone . He picks weeds as he talks . Conversation intercut .Joni shoots up out of her chair and starts leaving the room to get some privacy away from her mom .Joni does n't answer . She just walks out to her backyard .Banal , awkward pause . Paul jumps in to fill the void .Joni cuts in , nervous and businesslike .Paul cringes at his lameness . Joni does n't know what to say .

Joni and Laser get out of the car and head to the restaurant to meet Paul . They 're both clearly nervous .

Paul sits alone at a table facing the entrance . He nervously checks the door as customers enter . MINUTES LATER - Joni and Laser enter the restaurant . They look nervous too . ANGLE ON PAUL He studies them for a beat , sees them looking around . Figures they must be `` his kids . '' They look in his direction , spot him . He raises his hand , stands . They walk over . The moment is rife . Paul holds out his hand to Joni .Paul holds out a hand to Laser .No one knows what comes next .Paul turns and leads them out to the outdoor dining area .

They all sit eating . Paul ca n't help but study their faces .Paul presses on , trying to break the ice .Laser freezes . So his sister jumps in .Paul realizes he 's put his foot in his mouth .We can tell Laser is growing frustrated at his inability to connect with Paul . Joni jumps in .Laser tries again to reconnect .Excited , Joni turns to Laser . He seems uninterested .

The kids and Paul exit the restaurant . Paul walks to a classic BMW motorcycle . Lasers tries to hide his awe .Time to say goodbye . Again , no one knows the protocol here . After an awkward beat , Paul holds out his arms for hugs .He and Joni hug .Now Paul and Laser share a somewhat awkward man - hug .Joni gives a quick wave to Paul . She turns to go and Laser follows . Paul watches them walk away . He looks stirred up by the meeting .

Nic and Jules are cuddled up affectionately on the couch watching cable . They see Laser on his way out of the house .Jules and Nic shoot each other a concerned look .Laser leaves . Nic hits mute on the TV , looks at Jules .Nic 's comment hits a nerve in Jules .Nic wo n't go there .Nic clicks the volume back on , freezing Jules out .

Paul and Tanya sit at the bar , eating family - meal .Brooke , the sexy Wiccan volunteer , comes up to Paul bearing a basket of freshly - picked fruits .Paul leans over the basket .And with that , she smiles , hands him the basket and leaves .Paul ca n't help smiling at the nasty talk .

Do n't they look awesome? I thought you should have the first taste.

Clay rummages through the top drawer of Jules ' dresser . Laser stands behind him , uncomfortable .Clay freezes . CLOSE ON a row of sex toys including a fancy pink , Japanese `` all - in - one '' dildo and a few DVD 's .Clay turns on the dildo . It starts to gyrate .Laughing , Clay throws the dildo back in the drawer . Then he grabs one of the DVDs and spins back around .

Laser and Clay sit on the bed . They look at each other . Then Laser hits play . ON SCREEN We see a COP giving a young MAN a BLOW - JOB . Laser and Clay sit motionless , shocked , disgusted , riveted .Clay does n't answer . They just keep watching .

Jules pulls her truck into the driveway , almost running over Laser 's bike .

Laser and Clay are still watching the porn . as Jules walks in the room .Laser reflexively grabs for the remote . As he fumbles for it , Jules sees what they 're watching . She looks mortified .

We enter a family conference already in progress . Nic and Jules act calm but are inwardly mortified that their 15 - year - old son found their porn .Jules steels herself for a frank discussion .Laser cracks his knuckles .Nic and Jules share a look . `` Here we go . ''Laser looks at his moms . Nic and Jules brace themselves .Nic and Jules look at each other , thrown .Jules touches Nic 's arm .Laser looks at them , still baffled .Laser looks confused . How did they find out about Paul ?Nic and Jules share a worried look .Jules and Nic go white .

Joni has been pulled into the family conference . Nic and Jules are trying to remain as calm as possible . Nic slugs a gulp of wine .Jules calms her riled - up partner .Joni looks at Laser . They knew this would happen .

Nic and Jules do a post - mortem as they floss .When Jules leaves the room Nic pulls a clump of long , wet red hair out of the sink .Nic throws the clump of hair in the trash .

Nic smiles . She loves when Jules shows confidence .The women bump fists . They have a plan .

Paul rides slowly down the street , checking addresses . He pulls over and cuts his engine in front of the Allgood house .

Paul rings the bell . Waits . The door opens and Nic and Jules are there smiling with `` kill him with kindness '' faces .Paul shakes their hands .Nic clocks the motorcycle , stifles the impulse to judge .As they enter , Paul holds out a bottle of wine .Nic takes it .Nic leaves Paul by the stairs with Jules . Little silence . Jules steals a look at him , unable to contain her curiosity .Paul nods , smiling at her nervousness .Laser and Joni enter . Joni lights up when she sees Paul . Jules watches Paul hug her . Uncomfortable , she heads for THE KITCHEN - Jules finds Nic 's pouring herself a sizable glass of wine .Jules feels her inner co - dependent swelling in her chest .

Everyone sits at the picnic table .Nic finishes a glass of wine as Jules takes note .Paul smiles at Nic , trying to disarm her .Paul sees that his little rant may be alienating the moms .Paul wants a break from the heat .Jules smiles , embarrassed . Nic jumps in .THUD ! We turn to see Laser , pounding his head on the table .Nic reaches over and caresses Jules ' hand . Joni rolls her eyes , embarrassed .Laser and Joni share a look .Jules never likes this question .In Nic 's mind , Jules is drowning in verbiage . So she jumps in to save her .This outburst stuns Nic into silence . Her daughter has never spoken to her like this . Laser stands up .Joni and Laser leave the room . Nic pours herself the last of Paul 's Petit Syrah . Jules smiles , covering her anxiety .Paul turns to Jules , trying to revive the mood .Jules smiles at Nic : `` Is n't this great ? My first client . '' Nic looks less than pleased .

Nic pushes a cart piled high with gardening supplies . Jules grabs a couple BAGS of fertilizer , throws them on top .The two separate , go down separate isles . When they rejoin , Nic is contrite .Jules grabs the olive branch .They both laugh . Nic 's funny sometimes .

Jules drives slowly up the hill looking for Paul 's address . She sees the house and pulls in the driveway next to an old truck and a motorcycle .

Jules and Paul walk through Paul 's backyard , evaluating .Jules is staring at Paul .Jules looks more intensely at Paul 's face .The observation strikes Paul . Suddenly , he 's feeling a kind of fast - tracked intimacy with Jules he had n't expected .

Jules and Laser play Ping - Pong as Nic gets home with Chinese take - out for the family dinner .Laser cranks a forehand that whizzes past Jules .Laser serves a rocket , whizzing past a flailing Jules . He tosses the racquet on the table and leaves . Nic yells :

We cut onto Paul and Laser , looking out at something . Laser is holding a DIGITAL VIDEO CAMERA .We cut to Clay on a skateboard on the ledge of a brick wall . He 's preparing to ride the ledge , jump a dumpster and land his board on the ground .Laser sighs , then holds up the camera . Paul looks at Laser , wondering why he puts up with this guy . VIDEO CAMERA 'S POV : We watch as Clay psychs himself up with an assortment of deep breaths and head - slaps . Finally , he starts down the ledge . He starts his jump , catches air and hits the edge of the dumpster and falls . We see him go into the dumpster and land with a nauseating THUD . Paul and Laser rush up and look over the edge .There 's Clay , his arm bent at a disturbing angle , in agony .

Paul and Laser walk over to Paul 's truck .Laser does n't laugh . Paul realizes he 's gon na have to give a `` non - joke '' answer .Laser 's not really buying that .Laser does n't quite buy Paul 's altruism . He looks over at him , then away .

Jai and Joni and Sasha play Scrabble . Sasha checks out the photos of Paul on Joni 's phone .Sasha hops up , energized by the banter .Sasha splits and suddenly the room is thick with nervous tension .As Jai incorporates Sasha 's tiles into his own , we see Joni gathering her nerve to make a move . Jai probably feels it but in his nervousness he ca n't look at Joni .Joni starts to move in , her face draws closer to Jai 's , inch by inch . Somehow , deep down , Jai can sense her moving towards him which exhilarates and freaks the shit out of him at the same time . To the point where he lets slip .That stops Joni in her tracks .Jai 's sabotaged the mood and they both know it .

Jules walks in to find Nic in sexy satin man - PJ 's , sitting at the rim of a RUNNING BATH . There are candles burning .Jules takes a seat beside her . Nic holds her hand .Nic gives her a long , sweet kiss . Jules is warming up .CUT TO - JULES In the tub , revelling in the warm bubbly water . Nic is sitting on the ledge , massaging her feet .Nic goes deeper with the massage . Jules ' eyes roll back .Nic starts to get up . Jules grabs her hand .Nic gets up and sashays to the door .Nic exits . Jules sinks back , wishing Nic had stayed . CUT TO JULES - MINUTES LATER Still waiting . Getting impatient and upset .No response . CUT TO THE KITCHEN - Nic is on her cell with a patient , a glass of wine in her hand . Jules walks in wearing a bathrobe . Nic turns . Raises a finger and mouths : `` Sorry . ''Jules ' face drops ; she turns and leaves .

Paul and Jules stand at the kitchen table , looking over her sketch for the yard .Jules looks over at a pan on the kitchen counter .Paul hands her a fork and she takes a big bite . Her eyes roll back in her head .Jules blushes at all this talk of her ass .Jules looks away . We HEAR a knock from the back .Jules turns , sees Luis standing at the glass door .Jules wants Luis to leave her alone . But he 's not going .Luis leaves . Jules turns back to Paul , laughs nervously .Jules pushes Paul , laughing .Paul hands her a Tupperware with some of the pie in it .Jules grabs the pie and gives him a kiss on the mouth , almost as a mistake . Before they know it , they 're making out . Jules snaps back , freaked .Jules starts backing away , acting as if nothing happened .Jules bolts for the door , clutching her pie . Paul watches her go , stunned by what just happened .

Nic 's in bed reading a magazine . Jules gets in bed , paranoid . Nic puts her magazine down .Chastened , Nic looks back at her magazine . Jules rolls over .

Sweating and dirty , Joni and Paul pull radishes from the ground . They 're in a zone together . Paul takes off his sun - hat and put it on Joni 's head .Joni 's cell rings . She looks . Rolls her eyes .Joni hits the ignore button , puts her cell away .

Laser walks with Clay . Clay sports a homemade arm - cast for the skateboard mishap we witnessed earlier .Laser does n't know how to respond so he ignores the comment . A stray DOG comes up to them . Laser stops to pet it .Laser sees the dog has no tags . He looks around for an owner . The dog nuzzles Laser for affection .Clay unzips his fly . It 's difficult with the plaster cast .Clay yanks the dog by his scruff .Suddenly , Laser gets it . His friend is the tool . He grabs the dog and smacks him to get him to run away .The dog TAKES OFF . Clay shoves Laser .Laser shoves Clay back hard .Clay HITS Laser in the mouth . Laser touches his lip . Sees blood , and walks away . Friendship over .

Paul and Joni walk to his motorcycle parked in the dirt lot behind them . Paul grabs his helmet off the bike , hands it to Joni .Joni takes the helmet and puts it on . Paul fastens the buckle for her . They get on the bike and take off down the hill .

Paul takes Joni home on his motorcycle via Sunset Boulevard . She holds Paul tightly .

The ladies sit in the living room watching TV .They go back to watching TV . After a beat , we HEAR a motorcycle pull up .

Paul and Joni climb off the bike . Nic storms out of the house to intercept them by the sidewalk .Joni storms off . Nic glowers at Paul .Jules walks up to intervene .Nic storms off . Jules follows . Paul watches , shell shocked .

Nic knocks on the door . Get 's no response .Joni opens the door .Joni closes the door on her .

From his house , Paul watches Jules working on her knees in the garden . CLOSE ON Jules ' thong peaking out of her jeans . Luis walks across Paul 's field of vision , interrupting his reverie .

Jules steps tentatively into Paul 's house .Jules walks further into the house . She looks anxious . Paul opens his office door and sees Jules in the hall .They stare at each other , unsure how to act .She takes a step toward him , feverish .They stare at each other . It 's like watching two magnets .Jules grabs Paul and starts smothering him with kisses . It takes a second for Paul to get his bearings , but when he does , he starts kissing her back with equal fervor , pushing her up against the wall , wedging his hand between her legs .Overcome with lust , Jules wraps her legs around his waist and Paul walks her into . HIS BEDROOM Quick cuts of their awkward ravenous gropings . Somewhere between slapstick and animal . He pulls her hair back hard . She loves it . She pulls his hair back harder . He yelps . She pulls down his underwear . Her eyes widen . It 's been decades since she 's seen a hard cock in the flesh .Cut to them fucking . It 's gawky and passionate . Somewhere in the middle of it , Jules starts laughing .Paul flips her on her hands and knees and they go at it some more . She keeps laughing . Paul goes harder to make her stop . The paces grows quicker . They 're getting closer . And then .They stop mid - thrust .She dislodges from Paul and starts dressing furiously .

Jules runs out to meet Luis , waiting patiently at the door .Luis stares at his employer . She looks totally disheveled . Jules starts feeling her hair , smoothing it into shape .Luis stares at her feet . She looks down . She 's barefoot .

Paul and Laser shoot hoop . There 's a tense - ness to their patter . Laser takes the ball and steps to the top of the key and shoots . Drains it .Laser steps up to left side of the basket , calls his shot .Laser does a trick behind the back lay - up . Nails it . Then tosses the ball to Paul .

Joni and Sasha are at a table eating dinner . Tanya has temporarily joined them . Sasha checks out Tanya 's oversized African bead necklace . Joni watches Paul charm customers .Paul saunters up to the table and stands behind Sasha . He mindlessly places his hand on Sasha 's shoulder .Sasha clocks Paul 's hand . She carefully and without looking back places her hand on top of his .Paul pulls his hand away from Sasha 's and walks off with Tanya . Sasha turns to Joni .

Nic and Jules dine with their friends , JOEL and STELLA . Nic 's drinking like a fish .Nic tightens at the mention of Paul .Nic grabs a passing waiter by the arm .Jules gives Nic a look . Joel and Stella feel the tension between them .Nic slaps her forehead .Everyone stiffens . Jules is embarrassed .Nic takes a big swallow from her glass . Jules windshield wipes Nic 's forearm .Nic slams her glass on the table . Explodes .Nic storms off . Jules turns to Joel and Stella , ashen .

Well, it's great they like him so much. You know, you hear these stories about kids meeting their donors and the guys end up being nothing like they were on paper.

What I do is I throw one in the blender with some bananas, frozen strawberries and hemp milk and I'll tell you, it's sensational.

Jules walks over to the bar . Nic is sitting in the corner .Jules tries to bring it down . She yells in hushed tones .Jules looks pissed off , and hurt .This is Jules ' break - point .The BARTENDER holds out the bottle of Cabernet .JULES AND PAUL Fucking again in his bedroom . Jules writhes beneath him , her eyes closed . Paul seems to be in some kind of zone . He stares at her , enthralled . POST - COITUS Jules and Paul lie naked in the bed . Jules slithers around the covers , stoned on post - coital endorphins .Jules pops up on her knees , getting in his face .Jules punches his arm , mock hurt . They start rough - housing . Then kissing . Then the phone rings .Paul grabs a handful of Jules ' ass . Jules throws her leg over Paul and climbs up for another round . Suddenly , Joni 's voice echoes through the machine .Paul grabs the receiver .Jules visibly recoils .Jules pales . She mouths : `` What are you doing ?! '' Paul gesticulates : `` I 'm sorry ! ''Jules throws on her clothes and starts to leave .Paul grabs Jules ' wrist and mouths `` wait ! '' Jules rips her arm free and walks out . MOMENTS LATER - JULES walks outside and is stunned to find Luis already back from Home Depot , sneezing and wiping his nose .His look of confusion trips off her paranoia . She 's convinced he knows everything .Luis stares at Jules , innocent .Jules walks past a totally confused Luis .

Jules lies on her side . Nic shuffles to get to close to her . Jules moves away , still pissed at her . Nic realizes she needs to make amends .

The family sits in silence , having breakfast . Nic looks around the table , feeling like a pariah .Everyone keeps eating , uncommitted . `` And ? ''Nic looks at Jules and smiles . Everyone nods . They recognize this is a big step for Nic .

Paul walks out to check on Jules . She 's sweating her ass off , shlepping stacks of heavy mulch across the yard .Paul takes some of her load and together they transport the sod to the other side of the yard . Neither know what to say . Paul stares at her , waiting for her lead .They stare at each other and we cut to .

Paul and Jules lie in bed . Jules looks nauseated . Paul offers her a pack of smokes .

Jules takes a shower , washing off the evidence . She looks nauseated by her lack of willpower .

Tanya walks over to Paul who 's on his computer . She flops on the couch next to him . He does n't look up .Tanya moves imperceptibly closer .Paul finally stops what he 's doing .Paul hesitates . He does n't know how to say no .Tanya 's face drops .Paul just looks at her . Tanya gets it .Paul knows enough to say nothing . Tanya gets up and walks off .Paul sits there , feeling like an asshole .

Paul gets dinner ready with Joni and Laser as his sous - chefs . Both kids seem really jazzed to be cooking with him . IN THE BACKYARD - EVENING Jules tours Nic around the backyard , looking a little freaked out as she shows her the work she 's been doing .Nic kisses Jules spontaneously . Jules looks nauseous again . They head back up the stairs , toward Paul 's house .

Nic flips through Paul 's album collection , including Joni Mitchell 's Blue .

Everyone digs into the meal , enjoying themselves . Especially Nic , who 's committed to redeeming herself .The Allgoods look at Nic : this is a first .Nic looks at Jules and smiles in full overcompensation mode .Laser chuckles at Paul 's joke , then reigns it in . Joni tries to insert herself in the conversation .Joni glares at Nic : stop being such a Paul hog .Nic raises her hand in a testify .They high - five across the table .Nic pulls her hands to her chest , shuts her eyes . and starts to sing .Jules , Paul and the kids watch , open - mouthed as Nic soldiers on , skipping ahead to another verse .Nic takes a breath . Just as Paul 's about to say something , Nic resumes her unfortunate solo .Nic stops , eyes still closed . She 's connected to a part of herself she rarely lets herself visit . The moment is punctured by her smart - ass 15 - year - old son .Nic looks at Paul . Stunned . Then looks at Jules and points to Paul .Paul looks at Joni .On her way to the loo , Nic turns back to Paul .

Nic washes her hands at the sink . Something catches her eye . She lifts Paul 's hairbrush from the shelf in front of her and examines it . She reaches into the bristles and pulls out . A few strands of long red hair . Nic pales . CUT TO Nic on her knees in Paul 's shower , pulling a clump of tell - tale red hair from the drain . CUT TO Nic skulks out of the bathroom . She looks out and b - lines for the bedroom . CUT TO Nic pulling pillows off Paul 's bed . Her look tells us she 's found hair here as well . THEN WE CUT TO Nic sitting back down at the table . She looks drained . Nobody notices . The sound drops out . NIC 'S POV : Paul and Jules talking comfortably . Joni and Laser chiming in , smiling , one big happy family . Totally disconnected . Shell - shocked . She wants to scream but it feels like she 's trapped in cement . Things slow way down .

Nic and Jules perform their nightly ablutions . Jules is sonic - caring her teeth .Nic turns to her , eyes red with anger .Jules pauses a second too long . The jig is up .

The truth has come out . Nic is so angry she 's calm .Nic starts heading for the door . Jules follows .Nic opens the door . There 's Joni and Laser , looking devastated . They 've been listening to the whole thing .

Jules wakes up looking crusty from a rough night on the couch . She looks like she has n't slept at all .

Jules enters and walks over to her sleeping son . She gently nudges him awake .Laser turns over , semi - conscious .She sits down on his bed .Jules pats her son and leaves .

Jules enters and touches Joni 's shoulder .Jules slowly retreats to the door .

Jules drinks coffee at the table . Nic walks in , dressed for work . Jules looks at her , wanting to `` process . '' But Nic is n't in the mood . She grabs a banana from a bowl and walks out . Jules feels like a leper .

We can tell Joni 's been crying and downloading the whole thing to Sasha .Joni 's cell rings . She gets off the bed , looks at the phone . It 's a picture of Paul .Joni nods gravely , answers .

Paul 's walking through rows of swiss chard , cell phone to his ear . Conversation Intercut .Beat .Joni hangs up and start crying . Sasha hugs her .

Sweaty , nauseous with remorse , Paul turns around to find fetching young Brooke , waiting for him with a wicker basket of huge cucumbers .Paul holds up his hand at her . This girl symbolizes every bad choice he 's ever made . He gives her the universal , `` Leave Me Alone '' gesture . Brooke looks embarrassed .

Jules sits on a lawn chair smoking a cigarette . Her cell rings . She answers .

Paul walks down the street , wigging out .Conversation intercut .Jules sucks a big , anxious drag off a cigarette .Beat .Jules tosses the phone away from her .

Joni and Sasha stand at the makeshift `` bar '' . Joni 's downs several Tequila shots quickly .Across the room , Joni spots Jai chatting with a WAIFY GIRL in a sundress . Joni drops one more Tequila shot and walks up to Jai and Waify girl , interrupting them .Waify girl juts out her hip territorially .Joni leads Jai to a private corner . She leans in and kisses Jai . And Jai actually returns the kiss . And it 's completely sweet and intimate . But then the kiss starts to morph as Joni 's energy turns manic , intense , less romantic than emotionally needy . We see Jai start to pull away . But Joni keeps holding him , wanting more . Finally , Jai breaks off the kiss .Joni looks pained , embarrassed . Jai keeps holding her hands .Joni pulls free and escapes , leaving a confused Jai in her wake .

Jules walks in to find Nic , awake , in bed .Jules perks up : is this an invitation to share the bed again ?Guess not . Suddenly they hear bumping and loud footsteps downstairs .

Jules walks downstairs to find Joni stumbling toward her bedroom .Joni tries to avert her mom 's questioning gaze .Jules takes in the glassy look in her daughter 's eyes .Nic enters from the stairs , having caught the last piece .Joni starts to leave . Nic grabs her .Laser opens his door and watches the scene progress .Joni spins to face Jules .Jules reaches out and Joni backs away , sickened .Joni heads for her room .

Joni packs for college . The room is littered with half - filled packing boxes . She picks up a pile of clothes from the corner and sees the farmer 's hat Paul gave her . She puts it aside , not sure what to do with it .

Paul looks around his newly landscaped yard . It looks more abandoned than revived .

The family has their last supper - before Joni leaves .Jules looks at the family unit , misty .Jules looks at her son , fed up .The doorbell rings .Joni runs to the door . Opens it . It 's not Sasha . It 's Paul .

Joni walks out for privacy , closes the door behind her .Paul struggles to keep his emotions in check .Joni looks down welling up .Joni chokes back tears .Paul and Joni look up at each other when the door suddenly flings open . Nic is there , fuming .Nic walks toward he and Joni . Joni ducks back inside .Jules joins Nic , concerned things are getting out of hand .Paul and Jules share a look as Nic deals the coup de grace .Nic heads back inside and slams the door behind her . Paul stand alone , spinning . After a moment he spontaneously looks back into the house . Laser is staring at him through the window . Their eyes lock and Paul give Laser a contrite smile . That 's the final straw for Laser . He grabs his plate and walks out of view . Reeling , Paul heads for his motorcycle . He gets on the bike , helmet in hand . Turns on the ignition . He picks up the helmet and pauses , shaking in the hell of his own making . Losing it , he hurls the helmet at the motorcycle .

Laser , Joni and Nic watch `` Locked Up Abroad '' Jules walks in front of them , picks up the remote and turns off the TV .Everyone sits up . Jules acts stoic but she 's wrecked .Everyone is silenced by the outpouring . Jules soldiers on .Nic looks down , overwhelmed by it all .And , without further ado , Jules hands the remote back to Laser and departs the field . Everyone 's silenced by Jules ' rambling apologia , especially Nic .

Joni wakes up . She looks around her room . There 's nothing on the walls . The floor is covered with boxes taped and labeled . It 's time to go .

Nic and Jules stuff the last of Joni 's things in the back of their station wagon . Laser and Joni bring the last of the boxes out of the house .

As they drive past buildings and dorms , Joni sees STUDENTS swarming the campus . She takes it all in , nervous , excited . Nic and Jules steal looks back at Joni , feeling her nervousness , wishing they could take it away .

The Allgoods pull up to the curb , get out . Laser piles Joni 's boxes on his skateboard .

Laser dollies Joni 's boxes though the corridor and while Joni and the moms follow behind .

Nic and Jules follow Joni to the door . They all jam up at the threshold .Nic and Jules get the hint . They move back and Joni enters the room alone . Nic and Jules quietly turn and leave .

Joni stands among her bags and boxes looking around . She goes into her suitcase and pulls out her linens . She starts making her bed but suddenly stops mid way . She stares out toward the hallway . Finally she moves to the doorway and looks out . She realizes her family is n't there .

Joni exits , looking around to find her family . The station wagon is gone . She looks panicked . Her pace quickens as she makes her way down a hill toward the road . Finally Joni sees the Volvo heading towards her . The car pulls over to the curb and everyone gets out . Joni looks vulnerable . She tries to cover it .And suddenly , everyone realizes . this is it . It 's time to say goodbye . First Laser comes up and hugs Joni .Laser backs up . Then the moms both come up and hug Joni , tears streaming down their faces .Joni tries to detach from the hug . But her moms wo n't let go . They keep holding her and crying . Slowly , their tears begin to break Joni down . Trapped in their loving embrace , Joni 's feelings rise up , unbidden , overpowering her . She starts crying . The moms hold her tighter , which makes her cry even harder . Soon she 's sobbing in her mothers ' arms , as all the pressure , resentment and anger she 's felt starts seeping out of her . Nic and Jules feel their daughter letting go . They hold her tight to comfort her . They keep holding her until a calm sets in . The hug breaks apart . Nic pushes the hair from Joni 's face . Joni gives her moms one last smile . Laser , Jules and Nic get back in the car . Joni stands watching as they drive off and her new life begins .

The family drives home . Jules is at the wheel . Nic 's in the passenger seat , eyes red and puffy . Laser 's in the back . No one speaks , everyone 's lost in their own worlds . Finally Laser breaks the spell .A long beat .Both Nic and Jules crack smiles . Their son 's rudeness is unsurpassed . But then his words have an unexpected gravity .Jules , disarmed and slightly smiling , reaches over and puts her hand on Nic 's leg . She gives it a gentle squeeze and does n't let go . Nic looks over to Jules , finally disarmed . Nic reaches for Jules ' hand and holds it tight . Nic and Jules look at each other , and then away . Laser watches his moms holding hands from the back seat . Their small gesture is what he needed . He smiles to himself , grateful for a sign . FADE OUT THE END

Blades Of Glory By John Altschuler & Dave Krinsky Draft 09.13 .05 FADE IN:

A crisp winter day. Even though the sun is shining you can tell it's freezing by the clouds of steam coming from the mouth of an eleven year old, DARK HAIRED BOY. He's putting all he's got into pulling off a tough figure skating move. The boy pushes off with his back leg when -- SWIZZZZ WHOMP! He's hit! He drops to the ice and next to him lies what just smashed into him -- a hockey puck! We hear a loud cheer. The boy looks up and sees a pee-wee hockey team laughing and pointing at him. One kid is being congratulated for his marksmanship. The Dark Haired Boy gets up and gives the hockey players the finger. The hockey players can't believe what they're seeing. They are about to skate after him when a piercing whistle is blown summoning them back to practice. As they skate reluctantly away, the Dark Haired Boy starts skating in a circle and giving them the finger with both hands. He's pretty good as he incorporates the "fuck yous" into a figure skating routine. He's pointing at his ass, giving the finger, making "blow me" gestures and grabbing his crotch. He's really getting into it when he hears something.The Dark Haired Boy turns his back and starts to skate but notices that the three year old boy is still right behind him trying to skate like him.The Dark Haired Boy skates off and segues into a nifty sitting spin. The tot skates after him, tries to spin but just slips and slides around. The older boy shakes his head.The Dark Haired Boy does the move slowly and the little kid follows. The Dark Haired Boy is impressed.- The little kid does it again. This time even better.The little kid nods and then with surprising force pushes off and gets in a crouch. He goes into a truly amazing spin ... The camera pushes in on the Dark Haired Boy's amazed face, then pushes in on the tot spinning. We cut from the boy to the tot, from the boy to the tot, then stay on the tot who keeps spinning and spinning ... MATCH DISSOLVE TO:We hear that haunting Native-American chant from Enigma's ,..\_,, "Return tco Innocence" as Jimmy continues his routine. His legs move with sublime grace and precision to the music. Each 4-count carries us into a new slow-mo shot: 1) A hushed crowd of thousands hangs on every movement. It's a sea of red, white, and blue. 2) Jimmy's pelvis: covered by crotch-hugging white Spandex pants. A gold lame' sash tied around his waist flaps in the breeze as he gains speed. 3) STRANZ and FAIRCHILD VAN WALDENBERG, a skating team dressed like a Greaser and a Bobby Soxer. They're paying no attention to Jimmy, just whispering and laughing with each other, for all the world looking like a skating pair that is also very much in love. PAN OVER to see their sister, KATIE VAN WALDENBERG, 30's, watching Jimmy skate. She has several Team Van Waldenberg bags draped over her shoulders but is transfixed by Jimmy's performance. 4) HECTOR - Even more transfixed. We can tell he's a Jimmy fan because the scrap-book he's holding has a large gaudy picture of Jimmy as its cover. He smiles contentedly and waves a large pair of scissors in the air as Jimmy skates by. 5) Jimmy's torso: clad in a native-american vest with turquoise beadwork. The open neck exposes a baby smooth chest covered in glitter. 6) COACH, a bear of a man in his 50's, cheers his Skater on. 7) Jimmy's magnificent ass: could be the work of Michelangelo.This just makes Dick even more jubilant.A guy in a bear suit comes into the shot. It's the jolliest bear you've ever seen; he's multi-colored and is wearing lederhosen and a Tyrolean hat. Scott Hamilton seems less than thrilled with the furry interloper. Dick is delighted.Spaetzle shrugs with gusto, then waves goofily to the camera.

The Dark Haired Boy turns and sees that he has been watched the whole time by a tiny THREE YEAR OLD BOY. The little tot is wearing little skates and he tries desperately to mimic the skating, bird shooting and crotch grabbing of the Dark Haired Boy. He quickly falls down, though, because he's so young. The tot struggles to his feet while trying to make the "Blow me" gesture.

Cut it out, kid, you're gonna bust your butt. And next time really jam your tongue into your cheek so they know it's a blow job taunt.

Beat it, I've got to practice. I've got an important, like, audition thing.

Okay, Shorty, you want a quick lesson, you got it. I just hope you're carrying a full load in that diaper because this ice is hard.

Yeah, right. Now you need to keep your right leg straight and get into more of a crouch.

Damn. Okay, now push off so you have some momentum and see if you can spin all the way around.

The skater comes out of the spin with a flourish and we get our first good look at JIMMY MACELROY, 26, wide-eyed and beaming. We are

Jimmy from behind. He launches into a triple axel and spins fluidly through the air three times. He comes out of the spin at REGULAR SPEED in a perfect, one-footed landing. He strikes his final pose -- the crows erupts in cheers.

Classic Jimmy Macelroy! Elegant with machine-like technical perfection.

DICK BUTTON and SCOTT HAMILTON sit in the booth. Behind them is written "2002 World Winter Games, Munich, Germany."

Don't award that medal just yet, because Chazz Lewis still hasn't skated. Lewis and Macelroy have been neck and neck all season. Over the last six competitions, Jimmy won three and Chazz won three.

If it isn't the living symbol of these World Games -- Spaetzle the Unity Bear! Tell us Spaetzle, who do you like in this classic Lewis-Macelroy match-up?

"Kiss from a Rose" is an odd choice of music for a bull and a matador, but it seems to be working for them.

It's definitely different ... I just don't know what the hell they're doing.

Good evening, and welcome to the National Figure Skating Championships! The top three teams move on to the World Games but the big story here, of course, is male-male pair Chazz Lewis and Jimmy Macelroy.

Indeed! And those scores keep Stranz and Fairchild in first place. But Lewis and Macelroy are up next.

This is completely unprecedented. They're not just both men -- they're men \* that have displayed an intense hatred for \* each other. Can that kind of hatred ever \* truly be overcome? \*

There's an awful lot of talking going on out there. I don't think the judges are going to like that.

Jimmy rushes off the ice into Coach's arms. Coach is clearly pleased but tries to maintain his gruff demeanor.Jimmy can't hold in his excitement. He jumps up on a railing and waves to his adoring fans. As Jimmy points to various sections of cheering fans, DARREN MACELROY, Jimmy's dad, hops up next to him, grabs Jimmy's hand in his own and shakes it victoriously to the crowd. Darren gives Jimmy a wink and Jimmy can't help but smile. They step down and rejoin Coach.Darren isn't smiling anymore.Jirrnny nods obediently.Jirrnny and Coach turn to face CHAZZ LEWIS, 35. He's dressed like a castoff from an '80s metal band: leopard-print pants, leather jacket, and calf-length skates made to look like leather boots. While every other skater has an entourage of coaches and family, Chazz is alone.Jimmy's high scores are announced. He pumps his fist very close to Chazz's face. Chazz goes nose to nose with him.Chazz rips off his leather coat, revealing a black vinyl vest with no shirt underneath. A sheriff's star is pinned to the vest. Chazz grabs a cowboy hat and hits the ice as music kicks in -- The Escape Club's "Wild, Wild West." Chazz tears around the rink, shooting "finger guns" at the rollicking crowd. He moonwalks, does the "cabbage patch," gyrates his hips like Elvis. Chazz is quite simply sex on skates. "Dance to the beat that we love best, heading for the nineties living in the wild wild west." Chazz, now at full speed, steadies himself and launches into a slow-motion mid-air splits. CHAZZ POV Through the wide-eyed crowd Jimmy stares back defiantly. JIMMY POV Chazz, still in the splits, points right at Jimmy defiantly.Chazz comes out of the splits and sticks the landing. The crowd explodes. So does the music. Wild west! Chazz, drenched in sweat, races off the ice. He gets right in Jimmy's face. Chazz rips off his vest and starts strutting and flexing.Jimmy and Chazz start to chest-bump. Coach steps in.The P.A. Announcer starts calling off Chazz's high scores.At the end of the sidelines, a group of Judges huddle in discussion. They break and nod to the P.A. Announcer.The crowd cheers. Male Skaters mob Chazz and Jimmy, draping them in American flags. Both Chazz and Jimmy look pissed. ANGLE ON DARREN AND COACH Darren, looking more pissed, turns to Coach.Darren strides off.

I was so on it, Dad! It was like ... like ... you know when I did the triple axel? I felt like I could hit four! Wouldn't that have been awesome?!

That would have been bullshit. You focus and follow through. That's how you win.

Hey, Macelroy. Was that your routine or a Surrnner's Eve commercial?

Lemme tell you something, Dr. Feelgood, that was textbook execution. Same way I beat you in Oslo.

If memory serves, I torched you and your books in Boston -- Huckleberry Finn style.

It takes more than flash and devil music to win over these judges, Chazz. This is the World Games. The big one.

Well, I got another big one for ya right here, chump. Now get ready to suck it.

Better get your silver polish ready, Macelroy, 'cause that was gold.

We have a tie ... and two gold medal winners. From the United States: Chazz Lewis and Jimmy Macelroy!

The Mango Mania's pretty good. They'll chuck in some bee vomit or cat piss or some other crazy booster shit, but I like mine straight.

I heard. Screw that prick. It's like Kim always says, "If you're still losing sleep over him, he still owns you."

Yeah, we met about a year ago, just got married. I'm doing a little painting, Kim teaches dance - we make ends meet.

These Winter games? You'd have to qualify at Nationals which are in two weeks. Hell, sign up's in two days.

You'd have to find someone to partner with and any skater good enough to have a shot at qualifying is already going to be partnered up. I'm sorry, Kid, maybe we could find someone for the next games.

Registration for the US Championships closes in exactly 12 hours. What's it gonna be?

The only words I want to hear from either of you is "please" and "thank you." If you have to belch, fart or even sneeze, you take it outside.

Yeah, numbnuts, you didn't think my name was actually Coach, did you?

You forget to use coasters on that end table, I'll beat you so bloody your own mother won't recognize you. (Beat) Let me show you where you're gonna sleep.

Shut up. You guys are a team now. That means you're gonna sleep together, eat together, piss together and hold each other's dicks while you're doing it. End of discussion.

Now get some sleep. After sign-ups for Nationals we hit the ice.

Commissioner, I'm not here to sign up Lewis m;: Macelroy. I'm here to sign up the pairs team of Lewis .and Macelroy.

Well screw it, we gotta do this some time. Gentlemen, first position.

Because you'd need a block and tackle to lift Chazz's fat ass. Chazz, you're on a diet, starting now.

Not till you've done five miles. And then you can have an energy bar.

STOP! Okay, you two little whiny shits are going to start learning about communication, compassion, and ... Kim, honey, what's the other "C"?

Right, right. Connectivity. Kim taught me and he's going to teach you.

And you better learn or I will kick your asses up and down the ice wearing hockey skates until you do.

That's right. You don't know crap! Do you have any idea how figure skating got started? People literally carved figures in the ice with their skates. So if Kim tells you to picture a butterfly in your head, you picture a goddamned butterfly.

Quit acting like a couple of school girls. That may have been good enough to qualify for the World Games, but it's nowhere near good enough to win. We're back on the ice, dawn tomorrow.

What if we just said "screw , let's skate like a man and a man." You both have power. You both can lift. Let's play to your strengths instead of trying to imitate what all the other pairs are doing.

We pull this move off, it's guaranteed gold. It starts with a modified Toe Walley and a Reverse Salchow, then you must extend your bodies while spinning each other in cartwheels. There is no room for error. You'll have to read each other perfectly and have the strength and precision to keep each other in the air. I call it a KimSpin.

I don't know, maybe I should just name something else for Kim. Hey, who wants some Kim-nog?

It's not Ricky! It's just a blown fuse. I'll check the fuse box. Guys, there might be some candles around our bathtub, could you get 'em?

I was up all night trying to convince Kim his ex-boyfriend didn't cut our power, so I'm not in the mood for any of your shit. Let's take it from the top.

Stop it! You're gonna go back and forth like this for the next hour instead of skating. I should have dealt with this bickering from the start, nipped it in the bud.

Look, when you skated singles you could pull this shit and the only one you hurt was yourself. But you're part of a team now . Hear me?

I heard about your blow-up with Jimmy today. He was pretty upset--

He was upset, but he still came home, did his thirty minutes on the treadmill and got to bed on time.

You think you know everything about everything, don't you, Chazz?

Did you know that Jimmy was unadopted? That prick Darren sent him packing the day you two got banned.

In a way, I guess you helped take away the parents that Jimmy took away from you.

Gentlemen, this is our last practice before Saskatchewan and we've got a \* shitload of work to do. From the top!

Yeah, but something's not right, they're just off. Sorry, Honey, but I'm going to call off the Kimspin.

Now Chazz is AWOL -- you wanna tell me what the hell's going on with you two?

Bullshit. If you and Chazz are going to piss away this chance to make history I at least want to know why.

Who the hell are your brother and sister? Gamblers? I should've seen this coming.

No. I don't buy it. Chazz is a lot of things but he's not a pussy. A little name calling wouldn't keep him from trying for the gold.

We just got the five minute warning. Sorry, Kid, looks like it's over.

You can't change partners in the middle of the competition. That has got to be the stupidest idea I have ever heard. Hey, look, Michele Kwan isn't doing anything for the next hour, why not have her skate with you in the finals?

I don't know where the hell that came from, but I had a goddamn tear in my eye! \*

I can't believe I have to share the greatest moment of my life with a skater who doesn't shave down his chest hair.

God, I'm getting sick. You smell like Drakkar Noir and sweat. Scoot over.

That was a long time coming, huh? That guy just never learned. Sad, really.

Thank you, Commissioner. I gotta tell you I have been freakin' over this--

I ... I'm like too bummed to feel anything. I bet if I crawled into that fireplace right now and beat myself over the head with that metal poker thingy I still wouldn't feel anything.

Yeah, I can't wallow. Can't let it pull me down? We gotta focus, right?

Focus! NBF -- Nothin' But Focus! Yeah, yeah, it's working. The way of a champion! I can feel it. Can't you feel it. .. Dad?

It's too late for Jimmy to stop. He leaps up and straddles the first kid, then lands on one foot to slide by another. He deftly leaps and twists his body, avoiding another kid, and lands on his other foot. Another kid is right before him, though. Jimmy leaps and does a flip right over the kid, and nails his landing. He smiles at his success but there is one last kid skating right at him. Jimmy hits the brakes, doing one of those cool skate stops. He stops just an inch from the kid, but in SLOW MOTION we see a bit of the ice spray land directly on the kid's nose. The kid, ALICE, looks at it cross-eyed for a long beat, then starts wailing. Parents rush over as does the rink MANAGER, a scrawny, pasty- faced guy with chipmunk cheeks. He just barely passed the 70 IQ mark so he's not retarded, he's just stupid and mean.

I don't think we have a skate that bends like that. I don't think anyone does.

Hector?! What are you doing here? I \* have a restraining order against you. \*

You know I'm not giving you a lock of my hair. Now beat it, I'm going to get in trouble and you're going to get into \* trouble if you keep stalking me. \*

That's not possible. I had so many lawyers work on so many appeals--

A different division -- I'm not banned from pairs! I can skate! I can skate!

Me! I can skate pairs! You remember Hector? My stalker? He found a loophole and l can skate pairs and win gold at the Winter Games! But I can't do it alone.

I can't wait four years. In figure skater years that's like a hundred.

Oh, I don't want a job. I'm looking to recruit someone to compete with me at Nationals. Who's your best skater?

My whole life, all I wanted to do was skate. You took that away from me ...

What is with you? From the moment I started to skate the circuit you've made it clear you hate me. I don't know why, and you know what? I don't care anymore.

It is pretty crazy, Coach. I mean, I don't think two guys would even be allowed to skate together.

Quit calling me daddy's boy, you don't know anything about me or my life.

It's a blacklight. After all those years on the road I learned that this baby is a traveler's best friend.

You want to hear scary stories? This illuminates any stain ... especially human emissions.

You bet it's gross. That's why I don't take any chances about what I'm lying on. On any bedspread you'll see at least a few comets. That's what stains look like because they glow in the dark and are streaky.

Lewis, quit acting like you know what my life's all about -- because you don't.

Yeah! See that, Chazz? No strings. That's pure pee, bicep, and tricep.

Okay. But you should know we have this rink reserved the next couple of weeks for a private training session.

That's weird, our names are so similar, huh? You know, you look kind of familiar. Have we met?

Wow, that's great. Thanks. Although, I don't know if you'll be a fan much longer. Skating with Chazz, well .•.

Not great. It's weird enough to pairs skate, and it's even weirder with another man, but to skate with a man who I don't respect and who totally hates me ... Do you know what it's like to be around someone that just can't stand you?

I should probably ... yeah. I'll see you around. I mean, I hope I will.

What we should do is tie a biscuit to a string and hang it over his head so he keeps walking trying to get it.

Shut up. We need something with a good beat, maybe "Hungry like the Wolf."

I feel plenty. I feel you yanking me all over the ice because you don't know what you're doing. Trust me, you do the move right and I'll be there.

Just make sure when you reach around for the final lift, it's crisp, alright?

Wommmm. Wommmm. We must get the candles for the Imperial Council.

Me?! I worked with Coach for years and never had a problem -- you're the problem!

I'm Chazz Lewis! Bang, bang! Watch me shake my backside! Woohooo!

Lock up your daughters and pets everybody, I'm a sex addict! Or at least I say I am because it's easier than showing any self-control or focus!

Yeah?! Well how about this? I was adopted! You hear that? Adopted!

I noticed that you've been using my shampoo. I thought you were drinking it the way you're going through it.

You know when I first started skating the circuit, I thought you were the coolest thing on ice. The way you kicked ass and never took any crap from anybody.

I had this idea that you would sort of show me the ropes -- be the brother I never had.

Yeah, I was just making sure things still fit. You can't be too careful and ..

I want to ask Katie out. I really like her and don't want to screw it up.

I just wanted to say Merry Christmas. And bring you good tidings of-- Here, this is for you.

When you smile at me, I feel the way I do when I nail a really tough move on the ice. . . electric.

No offense, but it sounds like your brother might be a little crazy. I mean, I'm a world champion skater and I can tell that you're good.

You're not a sex addict, you're an asshole. You wanted revenge because I got adopted -- well congratulations, you got it.

That's because it requires teamwork -- something a selfish loner like you will never understand.

I don't know. I laid into him pretty good yesterday about being a selfish asshole. I guess he's not going to show up.

I don't know who's fault it is, Katie, but I know you can make it right ... Skate with me.

Don't tell me you didn't feel the magic that night we skated together. Sure, you may be a little rusty, but there's a connection between us, and if we take it out onto the ice something beautiful is going to happen.

We'll skate a classic Russian routine. And instead of a costume, you can carry a single rose and we'll skate to "Kiss From a Rose" by Seal. What do you say, Katie? Will you make magic with me?

I thought about the early figure skating Coach talked about, the designs on the ice. And then I just let go of my inhibitions like Kim said. But I couldn't have done it without my partner.

I told you to smile and then wave to the crowd with your right hand. You decided to ...

... improvise. Now, we're looking at a hefty fine, but I'll pay it and we'll be back on the ice tomorrow -- focused!

You're feeling something, Jimmy. You're feeling sorry for yourself. And that's not the way of a champion.

Dammit, Jiroroy! I did focus! The best skates - I bought them. The best trainers - I hired them. But you threw it all right back in my face.

Forget it. The best thing to do now is to cut our losses. Jimmy, maybe I should have told you this years ago, but here it is: You were adopted.

The day we got you from that orphanage was one of the best days of my life ...

I guess "unadopting" isn't the right word. Legally, we're disowning you, but it amounts to the same thing.

That was amazing! You looked so ... focused. Son, Mrs. Macelroy and I would like to ask you something.

Do you think you would get lonely living in a big house with nobody but a team of servants, a dog, your own pony, and a mother and father to keep you company?

I knew you could do it, son! All you needed was some tough love to bring it out! That was my plan all along!

... "friends and family," Chazz Lewis walks alone. Always has. Always will.

Real men only shave down south, Liberace. You'll find that out when you hit puberty.

Jimmy always gets what he wants. Not this time! This is my podium. If you can't take it, go cry to your Daddy.

That's gonna cost you big, Macelroy. Your medal ought to cover the down payment.

After this bullshit I would very much enjoy laying you down and eating a rack of baby back ribs off your rack, baby. And that's just the foreplay ...

I'm sorry, I should have explained. I'm a sex addict. (OFF HER BLANK LOOK) You know, like Michael Douglas.

I don't have a checking account. I don't trust banks. I don't even trust money but I've got to live in this world somehow.

You think you can hurt Chazz Lewis? Well get in line. A lot of people want to do a lot worse to me that ain't got to me yet. I don't need your lousy gold medal! I don't need anything from anybody! I learned that lesson a long time ago from a teacher called life. So take your best shot, but I am way past feeling pain.

If you had asked me four years ago, "Chazz Lewis, would you ever skate in an ice show?" I would have laughed in your face ... but now it looks like fate is having the last laugh. Lucky for me pain is a companion I know how to handle. (THEN) So, baby, my magic wand might be broken. Can you check it out for me?

You can shove your dumbass job, but if you don't get me all my shit and the money you owe me I will come down on you like the hammer of the gods!

That does it! I am going to rip that smile off your face and shove it down your throat.

C'mon, Steve, I just want to get my stuff. I thought we were buds.

You're the taker! Maybe it's about time someone took something from you! Taker!

Shit, jail ain't nothing to me. I've been walking around in my own jail cell since the day I was born.

No. No way. Chazz Lewis goes it alone. That means no coach and no partner. Especially not a guy. And especially not this daddy's boy.

Tail and mane? You got a pony in there? (REALIZES) Wait, you use horse shampoo?!

So it must be tough for you every time you have to be away from mommy and daddy and your mansion and your puppy and all that Howdy Doody bull-shit. \*

Yes, mind bottling. It's when something is so crazy it's got your thoughts all trapped, like in a bottle.

How 'bout it, partner? I know you ain't never seen skills like this.

You've got a boo boo, I'll be happy to \* kiss it and make it better.

That's too bad because I love kissing boo \* boos and making them better. \*

Just don't shove the biscuit up my ass or buttboy here won't be able to contain himself.

No way. We're going to skate to something with balls. Like "They're Coming to America" by Neil Diamond!

I'm making adjustments. Improvising. Even your precious Kenny G does it. If you'd just follow my lead like you're supposed to you might start feeling it. Feeling something!

notes of "Gangsta's Paradise." Stranz and Fairchild leave the ice, dressed as gang bangers. Stranz has a toy pistol in his waistband and Fairchild is wearing a spangly do-rag. The crowd is cheering them wildly. Stranz catches Chazz and Jimmy's eye then makes a show of cupping his ear to listen to the crowd.

When has that reach around been anything but perfect? My reach-arounds are always perfect!

Dude, if you're going to keep missing the catch, I wish you'd miss a little higher than my nutsack.

No way. My balls have been through worse. Believe me, they'll rally.

Neither was that chick who worked at Popeye's. But we know how that ended. The only difference is that Jiggles there won't be feeding me leftover dirty rice after I nail her.

Ho, Ho, Ho, Want to go inside and make Santa come early this year?

Hey, you think I want to be here right \* now? I'm a sex addict. I'm not proud of it.

Oh, and I guess you're perfect. Fine. We'll do everything the Jimmy Macelroy way from now on.

Why don't we do a whole Jimmy Macelroy routine? I've got it memorized because you never change a damn thing in it.

Domo arigato Jimmy Roboto! Am I a machine or a mannequin?! Domo! Domo!

Don't you dare talk about my addiction! You don't know anything about what I've been through.

You were adopted! You were adopted! I know damn well you were adopted -- you were adopted because I wasn't!

You want the story? You got it. It \* starts at an orphanage ... \*

My time is now! As God as my witness I will never be hurt again! Because I'm going to be a loner -- a lone wolf. Never allowing anyone to get close to me. There'll be a sheet of ice around this wolf's heart. \*

You were still cute like a little puppy -- someone else would have adopted you. But I was 12, and at 12 in the orphan game you're over the hill. It was over for me because of you.

I know what you're thinking. I'm drunk. He's drunk. But he's not. Go ahead, ask me a question. Ask me about any Michael Douglas movie. Go ahead, ask me.

Umrnm ••• Gordon Gekko from Wall Street, right? Okay, my turn. "I'm the bad guy?" Bill Foster, Falling Down -- hah!

Yeah, yeah, Jimmy has it all: Discipline and focus and technique -- and parents!

No, but if I ever met him or even saw him in person I think it would be like that.

Huh. I kind of thought she and I had \* something going on, but go ahead, take \* your shot. It's cool. \*

A famous guy once said - "Nobody's an island." Well, with Jimmy I'm really not \* an island anymore. We're connected like \* and archipelago. \*

I'm not sure I said that ... exactly. I was talking about the beauty and precision of robots... they had published the rest of the quote you would have seen--

I was just trying ta find some peace, a haven, a place where I can be safe.

Until her friend, the massage therapist, walked in naked holding a big bottle of canola oil. And she rocked my world.

We both use sex to replace love and are \* physically hot for each other. But even \* with all that in common I can't do this, \* Jimmy is my friend ...

No, thanks. I-- I actually just came because I wanted to say something to you.

Even though we both replace-- God, they \* feel so good -- No, I can't! Jimmy is my friend. Thank you!

I think so ... No, yes! Yes, I do! I can't go through with this.

Listen to me. Yes, I'm a sex addict, and yes, I had my hand on her breast, but nothing happened!

You crazy bastard! You won't get away with this. When they find me I'll tell them you kidnapped me!

Chazz Lewis doesn't meet hiJ., destiny -- destiny meets Chazz Lewis, dig? And if destiny doesn't show, Chazz Lewis doesn't wait. He just keeps running his game, one move at a time ...

Stranz, open your eyes, man. Do you really think the world will just sit there and do nothing when I don't show? Kings and Prime Ministers are gonna--

Wait, is that your costume for the finals? Who are you supposed to be? Dragnet? Rod Serling?

I'm sorry I felt her up while turning her down. But screw all that -- let's get some gold!

No! We're not quitting! We're so close. We just need a finish. Get us there, Jimmy.

Yes, you can. I've never said this to anyone but myself -- you're the shit. All you have to do is forget about all that focusing crap and skate. Skate like that first day I saw you on the lake.

It's inside you, Jimmy. Just block everything else out and feel it.

It's okay ... Foolish creature of the forest ... Yo, Gladrial, check my magic wand, it's numb ... I can't feel anything ...

Ladies and gentlemen, Canadian actor and hockey enthusiast: Jason Priestley.

All the medal-winning skaters mill around the sideline area, surrounded by well-wishers. Only Chazz is all alone. He glares at Jimmy who glares back. We hear the closing notes of "The Star Spangled Banner" and then see Stranz and Fairchild leave the ice. They're grinning like idiots and showing off their gold medals.Fairchild whispers harshly to Katie.Katie pulls random stuffed animals from one of her bags. She holds one out to Fairchild.Katie dutifully looks into her bag; it's a bewildering array of dinosaurs, dragons and Pegasi that all look very similar. The photographer is set to take the picture. Stranz puts an arm around Fairchild and gets cheek to cheek, but then Spaetzle kind of edges his way between them. They look annoyed but quickly plaster on smiles so big they make your face hurt. The momen~ the picture is taken Stranz's -~ smile turns to one of deep menace. He glares at Spaetzle.Spaetzle edges warily away as fast as he can. Stranz puts his arm protectively around Fairchild. A FLOOR MANAGER wearing a head set strides up.Chazz steps up, front and center. He looks up to the crowd with self-righteous indignation. There's no microphone so the crowd can't hear him, but that doesn't faze Chazz.Chazz goes back to leaning against his rail.A male skater in a bright green leisure suit, and one dressed like Eddie Munster head onto the ice. Chazz and Jimmy make it onto the ice at the same time. They actively ignore each other and look at the podium ahead of them. Chazz picks up the pace slightly. Jimmy notices and also picks up the pace. Chazz breaks and runs as fast as he can on the ice. Jimmy takes off. They are both slipping and sliding desperately trying to get to the podium first. INT. ARENA - MOMENTS LATER Two giant American flags, obviously jury-rigged to one hanger, descend from the ceiling as the National Anthem plays over the loud speakers. Chazz and Jimmy are cramped together on the center medal podium, still draped in their American flags. This podium is clearly not big enough for two.Jimmy bumps Chazz who bumps right back.Chazz bumps Jimmy hard. The two begin really shoving now. Jimmy rears back and fakes a jab. Chazz flinches and falls backwards off the podium, onto the ice. The flag falls from his shoulders onto the rink. The crowd gasps.Chazz grabs Jimmy's medal and yanks him down by it. Jimmy topples to the ice as well. The crowd GASPS LOUDER. Jimmy scrambles to his feet and unfurls his flag like a bullwhip. Chazz does the same. They circle each other. And then, both men actually start whipping each other with their American flags. It's like we're watching the most twisted locker room towel fight ever. The skaters keep on whipping, inching closer to one another. Finally, they grab each other's heads and fall into an awkward grappling match, full of hair-pulling and Indian burns. The crowd noise slowly dies out. The scene is no longer perversely exciting, it's just pathetic. All we hear now is grunting and a stream of insults from Chazz and Jimmy. After a moment, Jimmy and Chazz realize the crowd is dead silent and has been for some time. The guys loosen their grips and look up at thousands of appalled faces. CONTINUED: ( 2) Spaetzle the Unity Bear sadly shakes his head. Chazz and Jimmy have just pissed everything away, and they know it. CUT TO: CLOSE UP Of a photo of Chazz and Jimmy brawling. The caption reads "ICE CA-POWS!" WIDEN to see the photo is on the front page of USA Today. It is being held by Stranz and Fairchild. Katie is at their side. They are standing in the lobby of the US Skating Federation Headquarters. Both Stranz and Fairchild are conspicuously wearing their gold medals.Fairchild pouts petulantly.(joking but clearly not joking) \* ... "wicked little stepsister". \* (to Katie) \* But is it too much to ask that you keep \* track of Fairchild's menagerie? \* Katie looks guilty as Fairchild breaks down.He gives her a comforting pat on the shoulder, then lowers his hand to give her a comforting pat on the ass.He puts his hand over his heart.She takes Stranz' hand and places it sort of on her heart, but mostly on her breast.

Okay, family, friends and coaches need to clear the kiss and cry area.

Sort of. On page 14 it says the pairs finals went off without incident.

If she had given me my lucky dinosaur instead of the freaking dragon we'd be being interviewed by Matt Lauer instead of being ignored by everyone.

This was OUR moment. Our bright shining moment! Like the song! I wear this damn gold medal everywhere but nobody cares 'cause of Chazz Lewis and Jimmy Macelroy.

Don't worry, those two will fade from all memory but J.;Le will come out of this more popular than ever.

We'll be endorsing things that haven't even been invented yet. \*

Then after we win, every major corporation will fight to sponsor us.

Katie, even though you don't skate anymore, or really bring anything of value, we've stuck with you. Think of this as a way for you to finally say, "Thank you."

It looked like Chazz was doing an axel and Jimmy was doing a Salchow!

I know what it is! How do you explain the fact that you let them come up with a move that amazing?!

Look, Katie, it's clear that Jimmy likes you. So sleep with Chazz. Nothing breaks a team up faster than jealousy.

And maybe I didn't want to have sex with that French judge at Nagano so she'd help boost our scores. But I did it ... and went back the next three nights after the competition to do it again and again ... for the team.

Officer, I really have no idea what they're talking about. Now I really need to get into costume.

Don't worry, my little princess, everything is going to be different this time. We are going to make our own publicity by going out there and guaranteeing a victory in the Nationals.

But we'll go with Nike -- I want to see "Just Do It" under a picture of us.

Okay, if everyone's rolling tape, what I am about to promise you will astound and possibly frighten you.

Those apes have finally gone too far. They've come into ou~ jungle, and are trying to take mJ~ bananas.

Now, now, Sis, calm down, you know what stress does to your collagen. Let's see if they're really even a threat before we get carried away.

Excuse me ... I'm about to break wind -- They're family, but if you don't mind ...

Now, we need video of their routine. To do that, we're going to need a spy.

They'd recognize us. But your lack of skill, talent, and appeal could finally pay dividends. Who better to get lost in the woodwork than you?

Lewis and Macelroy are becoming a sensation and judges aren't immune to that. Katie?

Get inside. Sabotage them. Disturb their sleep, disrupt their practices. Do whatever it takes to make sure they're off their game in Saskatchewan. \*

Bailiwick? No wonder you're a spinster. Good thing you have us. Now take care of Lewis and Macelroy.

Oh, well if you really wanted us to have a Merry Christmas Eve you'd be bothering Lewis and Macelroy right now, not us!

Katie, don't think. Just get over there and do whatever it takes to make them miserable. Steal their presents, set fire to their tree -- you saw the Grinch.

If you were doing your job he would be out past his curfew for good! He'd be unconscious in a freight train headed for Mexico, or strung out on heroin in some flophouse!

If you say "bailiwick" again I will scream until your eardrums explode.

Fairchild and I have sacrificed everything for Team Van Waldenberg. Maybe I didn't want cheek implants to create a more balanced smile, but I did it for the team and now I spend every morning shoving them back into place because they drift down to my chin!

And maybe your sister and I don't want to skate seven days a week eighteen hours a day to put food on the table that we can't eat because we have to keep our body fat percentage below 6 percent!

No, we are not. Because they aren't even going to make it to the arena tomorrow. I'll make sure of it.

It shouldn't be too hard to find someone willing to do a little dirty work.

I need someone taken out. Hurt bad enough that they can't skate tomorrow. Can you help me?

Hey, Buddy, wanna earn a couple of easy bucks? You just have to hurt a guy.

I'm tying you up so you miss the \* competition and you and Jimmy are \* disqualified. Then I'm going to the \* arena to win the gold medal in the pairs skating. Adios! \*

And who will they believe? Me, a two time gold medalist or you -- a lowly washed up sex addict?

And as for being "crazy." Is it crazy for me to want my greatness to shine for all to see? Crazy to want to meet my glorious golden destiny without some two bit poser and his pretty boy partner getting in the way?

I'm only going to meet my destiny because, well ... I don't have to explain myself to you, you greasy moron head!

You'll see -- oh, wait, actually you won't. Because you're due to go on in--

Don't worry, Lewis, if I see your destiny I'll let it know where to find you.

What are you going to do, Lewis, put on a show for the hobos and hookers under the bridge?

I know what time it is! Chazz escaped and now I have to catch him. I'll be \* there as fast as I can! \*

It's a chat line ... sort of. Part of your endorsement agreement is that you wear these hats at all media events and hold one phone party every month.

What? No, no way. I'm not a spy. I can barely even lie. I always talk too much and people know I'm lying. You guys are good liars, why don't one of you do it?

I'm fine. You run along and I'll ..• Find my skates .. which you should always wear when you ... skate.

Oh. That's okay. I'll just find somewhere else for ... the birthday party ... for my grandmother.

Skates? No. My grandmother's dead actually. But it's nice to remember so ...

No, never met ... But I have that kind of face ... that you may have seen in the stands. I'm actually a big fan.

Really, because I've only met you twice and both times you've mentioned it.

So we should all go out and celebrate being neighbors. Really tie one on, pull an all-nighter. Drive around drunk. Maybe try crack -- or how 'bout Meth?!

I was just sitting around, thought I'd call and say Merry Christmas Eve.

No, I'm not. My brother says I skate like a duck -- all waddly. He does a very funny imitation of me.

Maybe I'm okay, but in my family "okay" \* isn't good enough. They're pretty \* competitive and I guess I was kind of a \* disappointment to them.

Oh. Hey, guys. It was good. I kept Jimmy out past his curfew by ...

I cut their power. I'm really trying to mess them up, this just isn't my ...

Wouldn't you be more comfortable saying what you want to say from the bed?

But I didn't want to! I only did it so my brother and sister wouldn't hurt you.

No, Stranz and Fairchild. They wanted to break you guys up by having me come between you. But, Jimmy, I swear, Chazz wouldn't go through with

What? I-- I can't do that. I haven't skated competitively in years.

It feels very much like a courtroom. There is an audience packed with reporters and cameramen. Two long tables are set before the dais where the commissioner will preside. Chazz sits at one, alone. At the other sits Jimmy with his hands folded in his lap looking straight ahead. Next to him is Darren. Chazz and Jimmy also both wear their gold medals. Chazz leans over to a borderline attractive skating official.Chazz is nodding along to this with great understanding.She just gets up and walks away. ANGLE ON JIMMY AND DARRENAt that moment COMMISSIONER EBBERS enters and sits down. He looks like he was chiselled out of rock. He has a tight set jaw and piercing eyes. The guy's got gravitas. His gaze zeroes in on Chazz.Chazz reaches into his pocket.He casually pulls out a large roll of cash and starts peeling off hundreds...\_,, There will be no fine! Because of your past behavior, and because of your actions at the Games in Munich, I order that you be stripped of your gold medal and banned from figure skating for the remainder of your natural life! The crowd gasps.Two guards approach Chazz. One reaches for the gold medal.Chazz tucks his medal into his shirt but they rip off his medal and start to carry him from the room.Chazz struggles ineffectively and is hauled out of the room. Jimmy looks shocked. He looks up at Ebbers and makes a big deal of nodding his head.CONTINUED: ( 3)But Ebbers is out the door. The guards approach Jimmy for his medal. Jimmy sadly hands it over. Chazz rushes back in.The guards test out this comment with a series of rabbit punches to his kidneys, sucker punches to his head and choke holds as they haul him out. Jimmy, shell-shocked, follows. Katie looks at the scene with sympathy. Stranz and Fairchild look pleased as punch.

If you ask me one more time if you can eat something off my chest I will jab this number two pencil into your left eye and when you stand up screaming I'll kick you in the balls so hard that your testimony is going to consist of them popping out of your mouth.

I'm not comparing myself to MD, but ... {CHUCKLING) Hey, what if you and I were having sex and Michael Douglas came in ...

Chazz Lewis, you have repeatedly ignored, scoffed at or broken the rules and regulations set forth by the skating federation.

Please hand your medal over to the guards and remove yourself from this room.

Jimmy Macelroy. Since the moment you joined the circuit, you've been a credit to the sport and to athletes everywhere.

Which is why your behavior in Munich was all the more appalling.

I order that you also be stripped of your gold medal and banned from figure skating for the remainder of your natural life!

What is going on here? You know damn well I am not letting either Lewis or Macelroy sign up. They're banned!

Jimmy and Darren enter this beautifully appointed room full of trophies, ribbons and plaques. A fire is going. Jimmy sits down in front of it to warm himself.Jimmy takes this in and nods.Jimmy is stunned, trying to digest this as Darren rolls on.had a good run, but we're unadopting you. Crawling into the fireplace is looking more and more appealing to Jimmy. He's reeling.Darren stands, making clear that it's time for Jimmy to go. Jim:ny is panicked.Jimmy stares straight into Darren's eye.Jimmy's pleading eyes would put a basset hound in an animal shelter to shame. Darren gives Jimmy the lightest of smiles.Darren holds up his hand and waves goodbye in Jimmy's face. FADE IN: SUPERIMPOSE: 3 1/2 Years Later - Boulder, Colorado. \*

Bad pop music plays over a worse sound system. Amateur skaters of all ages skate around the rink. Jimmy, wearing a black unitard, shoots through the crowd, performing difficult crossovers as he weaves in and out of people. Jimmy gains speed, preparing for a Lutz. Up ahead, a group of five year olds at a birthday party take the ice.A murmuring crowd of PARENTS and kids gathers around Jimmy.He gestures to the skating rink with complete condescension.This isn't quite panning out the way the manager anticipated.The manager's brain is about to melt.On Jimmy's horrified face we -- CUT TO:

Don't worry. I'll take care of this stupid idiot. (TO JIMMY) What the hell do you think you're doing?

Yeah, right. And you're paid to work at it not skate at it. Stupid idiot.

That does it! You're off concessions! You're on (WITH RELISH) rentals ...

A crappy piece of masking tape is stuck to the dressing room door with CHAZZ LEWIS written in magic marker. From inside, we hear women giggling and a super-long bong hit.

Chazz is sprawled out on the couch. He's 20 pounds heavier and wearing a wizard's robe covered in moons and stars. A Slutty Girl in underwear and huge conical princess hat straddles him. A Guy in a Fox Costume and a topless Woodland Fairy suck face next to them.Chazz looks up and sees SAM, a cute woman in her late 20's, standing in the doorway. She looks seriously pissed.

I know, you're a "sex addict," but when I met you, you were also a great figure skater. Now you're getting stoned with the Woodland Fairies?

Sam storms down the hallway. Chazz saunters after her, cracking open a tall boy.The words hit Chazz hard, but he won't let her see. He slams the beer to drown his tears and turns to her.After a beat, he picks up a trash can and vomits into it. Down the hall, BRYCE, the producer, smiles as he comes at him. Bald and with a mustache, Bryce looks somewhere between Mike Judge and G. Gordon Liddy. He's an unctuous managerial type that smiles no matter what amount of shit he's piling on you. Like a living version of the Disney building in Burbank, the smiles and forced jocularity just make him creepier. Chazz pulls his head out of the trash can and is confronted with Bryce's malevolent smile right in his face.This just makes Bryce smile more and give a "what can you do" head shake. He looks at Chazz with bemused disbelief.Bryce, still grinning, strolls away. Chazz wipes the vomit from his mouth and puts on a giant wizard head. After a beat we hear more vomiting sounds.

You were about to skate a show headless, weren't you? Headless. Have you ever seen the reaction of a bunch of four year olds to seeing a beloved character headless? Hiroshima. So, here's some friendly advice: put your godarnn head on.

Ladies and gentlemen, "Grublets on Ice" has been cancelled until further notice. Refunds will not be given.

Until he was summarily discharged. Now, if I'm going to even consider you for this position ..•

You're trying to poach a skater from me? Oh, I wouldn't do that.

No, sir, that's how you get your ass kicked worse than Chazz Lewis. Nice talking to you.

Jimmy is working the skate rental counter. It's horrible. People are sitting casually on benches scratching and picking their feet. At the moment an elderly woman has shoved her misshapen hoof-like foot right in Jimmy's face. A bunion makes all the toes shoot off in an almost right angle.A hairy Serbian man put his skates down right near Jimmy's face. The smell hits him like a wall. In desperation he sprays at the skates with the deodorant/disinfectant creating a cloud which allows him to get close enough to grab the skates and chuck them over the counter.Jimmy gets up and walks over to where the skates are racked.Startled, Jimmy whips around to see Hector standing behind him. He's still holding the large menacing pair of scissors, along with a thick book.Hector laughs good-naturedly.Hector smiles big and brandishes a large pair of scissors.Hector has the smug look of a man holding all the cards. \*Hector proudly holds up the thick book: "The International Skating Federation Handbook."He tilts it so Jimmy can read it.Jimmy contemplates the idea as he takes the scissors, cuts off a lock of hair and hands it to Hector. Hector sniffs Jimmy's hair like a fine wine, then devours it. He starts to walk off.She just grunts and keep walking. He looks out onto the ice. The rink is dramatically lit. Fog machines hiss as smoke billows across the ice. In the middle of the rink are three skaters dressed as a FOX, SQUIRREL, and BEAR. They huddle together as their recorded voices crackle and blare through loud speakers.Maniacal laughter spills out over the speakers. Chazz quickly dons his head and skates onto the ice.Chazz moves his head around trying to lose the fly. INT. ICE CAPADES - CONTINUOUS The audience looks a bit confused as the wizard's head twists about madly. Soon, Chazz is using his wizard arms to swat at his wizard head. He's running around, completely out of ''--'. control. Finally, he just rips his head off with a scream.The crowd instantly turns on Chazz. They boo, throw popcorn and cotton candy. Chazz just takes it.A box of Milk Duds hits him in the throat, leaving him gasping for air. SMASH CUT TO:Bryce just smiles and gives his patented head shake.This, of course, gets nothing but a smile and a headshake.Chazz charges at Bryce full steam but then he notices \.\_\_;· something very disturbing -- Bryce is no longer smiling. He is also in what looks to be a martial arts position. Chazz tries to stop, but momentum keeps him going forward where the awaiting Bryce takes Chazz's legs out from under him with a leg sweep and then pile drives Chazz to the pavement with a powerful open handed punch. CHAZZ'S POV Everything is fuzzy. But as it starts to clear he sees Bryce hovering over him and slicking back his hair. Bryce takes a deep breath that turns into a light chuckle and then a smile. He and the guards head inside and slam the door shut.

Jimmy, our troubles are over. The last \* few years have been tough on both of us. It's embarrassing to stalk a has-been. Know what I mean?

I even thought about dropping you. I tried working that Ukranian skater that looks like Elvis, but the fact is I'm too old to start over.

But, I found a way to get us both back on track. (LONG BEAT) Pairs Skating.

The ban doesn't say anything about pairs skating. You can skate pairs and they can't stop you.

I just started obsessing on this and then I found Section 14, Paragraph G: "A lifetime ban is irrevocable and the banned skater can never again compete, perform or appear in any Federation- sanctioned tournament or exhibition that exists in such skater's division now or may exist in any form in the future."

Chazz waits in the wings, trying to slap himself sober. Behind him, the wizard's head sits on the prop table. He doesn't notice but several flies are swarming into the head. Sam walks by.

Foolish creatures of the forest -- your precious Gladrial isn't here to protect you now.

Kids are freaking out, parents are trying to console them. The crowd begins murmuring Chazz's name. The forest creatures gawk at him. The music dies. Off the rink, Bryce smiles at him with intense anger as he grabs the microphone.

Chazz, his wizard costume half-on and half-off, is forcibly shoved out the door by two security guards, FRANK and STEVE. Bryce is behind them. Chazz rips off the costume and throws it at Bryce.

I must be the one to kill Jimmy so we will be joined together for eternity!

I shot Chazz! No! I don't want to be joined for eternity to Chazz!

A Jarnba Juice style place. Jimmy stands with Coach at the counter. Coach looks a little slimmer and better groomed than when we last saw him.The CASHIER, a skinny white guy with dreadlocks, interrupts.Jimmy smiles, a little surprised.Jimmy and Coach take their smoothies and step to a table. They both try to take a sip but the drinks are so thick it's a real struggle. Throughout the scene they try to suck up some smoothie to no avail.Coach's head snaps up.Coach takes a thoughtful suck on his straw. He still can't get any juice though. He gives up.Jimmy takes a last, determined suck on his straw, but only succeeds in turning red in the face.

Our antioxidant boosters are free today. If your amino acids have been unstable--

Families pour into the arena. Chazz, wearing a baseball hat and sunglasses, tries to melt into the crowd as he approaches the entrance. He is stopped short, though, by Frank, the security guard, who shoves him back outside.Frank gives Chazz a rough shove. Chazz walks off. Once he's \* out of sight, he zips around the back of the building and starts trying doors. One opens.

I'm Frank. Steve gets to skate as the wizard today. I get to keep you out.

Jimmy wanders around the backstage area.Jimmy turns to see a smiling Bryce. Jimmy smiles back.Jimmy's smile fades. Bryce's hasn't.Bryce's eyes narrow, but he continues to smile.Bryce's smile fades and he assumes his martial arts position. \* Jimmy senses he better get the hell away from this nut. \*Ji=~ backs away as quickly as he can without running. \*

Just because I fired Chazz Lewis doesn't mean there's an opening for you.

More like a land bridge. Of course when \* we first started Chazz's gut was like a \* continent. \*

I've got one thing to say: The past is \* the past but Chazz and I are the future, \* and the future is NOW! \*

Chazz enters to find Steve, the other security guard, putting on the wizard costume and practicing his lines.Chazz grabs a cut-out of Michael Douglas from "Basic Instinct" and slips out the door. \*

Chazz sneaks through the backstage area with his cut-out. Someone walks by and Chazz sets up the cut-out and hides behind it. After they pass, Chazz heads off. ANGLE ON JIMMY Heading towards an exit. He feels something -- A PRESENCE. \* He looks up and sees Chazz sneaking across the room, cradling the cut-out of MD. Chazz feels a presence, too. He turns and sees Jimmy. Their eyes meet for the first time in over three years. Forgetting all pretense of hiding, they head towards each other. Jimmy looks Chazz over.A small crowd of skaters and techies begins to form. Chazz lets go of the cut-out.They're now chest to chest.Jimmy and Chazz crack their knuckles menacingly.They both swing at each other at the same time. They end up in a clench and punch and wrestle their way onto the stage. The crowd gasps in recognition, and several people immediately train their video cameras on the fight.

Chazz and Jimmy sit by side in a holding cell with several other men. Chazz tries to affect a cool jailhouse demeanor.Chazz glares at Jimmy then gets up and walks away, but every corner he walks to has a tough-looking inmate there. Chazz ends up sitting back down next to Jimmy. He glances over at the lone, open toilet.

A TV plays in the corner. In the B.G., Coach is painting on an easel. ON TV A NEWSWOMAN in studio.Jimmy throws a punch at Chazz. Chazz ducks out of the way and Jimmy shatters a wall of the set with his fist. BACK TO SCENE Coach turns from the fridge to the TV.Jimmy slams Chazz's head into a stage light. BACK TO COACH Disgusted. He moves to turn the TV off. But suddenly he stops, arrested by an image of Chazz holding Jimmy over his head and spinning him around. Coach snatches up his remote and hits a button. The image rewinds, then plays in slo-mo. This TV has Tivo. Dramatic music fades up. ON TV Chazz holds Jimmy in a skater's lift position. Jimmy spreads his arms and the two spin gracefully. BACK TO COACH Mesmerized. But then-- ON TV Chazz slams Jimmy onto a prop tree stump, crushing it. Not so graceful anymore. BACK TO COACH He blinks. Now he's watching Jinnny and Chazz tug back and forth on a CROWBAR. He sighs, having lost the fantasy. But then, Coach's gaze intensifies. He hits the rewind button and watches again in slo-mo. Dramatic music fades back up. ON TV The two skaters spin around joyfully, each holding an end of a log with a face painted on it. They fling their arms up as the log flies away like a dove being released to the heavens. Jimmy takes Chazz by the waist and hurls him through the air. Chazz twirls in a double axel and sticks a perfect landing. BACK TO COACH A huge smile spreads over his face. He grabs his coat and runs out of the garage. ON TV Cops and security guards swarm and tackle Chazz and Jimmy.

Local figure skating fans received a shock today when a children's ice show was interrupted by a street fight between two former champions ...

Jimmy Macelroy and Chazz Lewis, once at the top of the skating world, picked up today where they left off over three years ago, in a 30-minute brawl that destroyed thousands of dollars worth of property and any remaining shreds of dignity.

Coach sits on a folding chair outside the cell. Chazz and Jimmy sit inside the cell, looking a bit shocked.Coach glares at Chazz.Chazz stands.Jimmy leaps to his feet.The guys continue to glare but sit down.Jimmy hangs his head. Chazz chuckles.Coach stands.The guys glance at each other. Chazz shakes his head.Coach exits. Jimmy and Chazz run up to the bars.An INMATE steps up next to Chazz and smiles warmly.

Three years I've been trying to forget this nightmare you both created. I wasn't sure I'd ever get over it. But maybe, just maybe, underneath all your bullshit, we can still find something beautiful.

Something funny there, Cool Whip? You finding much satisfaction between the legs of those $15 call girls?

I was talking to myself -- the only \* person I can really trust. \*

I should probably explain. I didn't mean \* any offense. It's just that I'm a sex \* addict. \*

Coach unlocks the door. Chazz and Jimmy stand behind him holding their suitcases.

You're both staying with me for the \* duration. If you're going to skate as a \* pair you'll have to live as a pair. \*

They step inside.Jimmy nods but Chazz snorts derisively. Coach doesn't notice. Chazz snorts derisively louder. He's about to give it another shot when he notices Jimmy looking at a painting on the wall: it depicts a muscle-bound, golden-locked Fantasy Hero wearing only chest armor and loin cloth. He is riding a saber-toothed snow beast across a frozen Tundra.A door opens and closes off screen. Coach smiles.Chazz and Jimmy turn to the door to see KIM breeze in. Kim is a young, petite Asian man. His hair is pulled back and held with a scrunchy and his walk sashays a bit like a well trained geisha.The place looks like it's ready for a spread in Metropolitan Home. Kim gives Coach a tender kiss on the lips then playfully smacks his ass. He then shakes hands with Jimmy and Chazz, who are standing there, slack-jawed.Kim breezes out. Chazz and Jimmy are still in shock. Chazz looks around, taking it all in: Leopard-print curtains, a white baby grand piano, ornate wrought-iron sconces, a framed poster for Cabaret, back issues of Out magazine on the coffee table. Coach is seriously gay. Chazz turns. Coach is inches from his face.

I call it a Glaicex. Kim's been helping me get in touch with my artistic side. I got a studio out in the garage if you'd like to see more of my work.

Hello, hello! I got held up at the dance studio and didn't have time to straighten up. Please excuse the mess.

Jimmy, a pleasure. Robert simply adores you -- talks about you like you're his own son.

Now if you gentlemen will excuse me, someone's feet have a date with the pumice stone.

So, Jimmy, I loved that fur vest you wore when you skated to that Sting song--

"If the Russians love their children too." Are you guys going to wear something like that at Nationals?

Whether you dance on land or ice or water, let a beautiful image guide you. For my master's thesis, I pictured a butterfly, and I just traced that image on the floor with my dance. I first danced the shape of the right wing ...

... and two and three and four! Chazz, fall into Jimmy, he'll be there! Jimmy, relax. Looser in the shoulders. Looser everywhere! If you two can just let go of your inhibitions and trust each other you will achieve greatness!

Coach opens the door for Jimmy and Chazz, revealing a tiny room furnished with bunkbeds.Coach stares both of them down. Chazz and Jimmy stare back defiant a moment, then back down.Coach exits. There is an awkward beat, then the guys start unpacking. Chazz pulls out his toiletries and puts them on the bureau. Jimmy does the same. He moves Chazz's stuff to the side and puts his stuff there -- lots of hair product. One of the bottles grabs Chazz's attention. It looks like a shampoo bottle but has a well groomed horse prominently displayed on it. It says, "Tail and Mane - For a Lustrous Coat." Chazz picks it up.Jimmy snatches it back.Jimmy ignores Chazz and pulls a handheld blacklight wand from his bag. Jimmy flips it on.Jimmy shuts off the overhead light, then flips on the blacklight. The room is bathed in an eerie glow. Jimmy shines the light around. There are very few white spots.Jimmy keeps carefully scanning the room.Jimmy gives the beds the once-over. Nothing illuminates.He flips on the overhead light and turns off his black light. Chazz flops down on the bed.Because I never got the chance. \*Chazz looks caught. He quickly changes gears. \*Jimmy just shakes his head and flips off the light. \*

Skaters sign in at a table being overseen by Commissioner Ebbers. A crowd of reporters is gathered to the side, in front of a podium with microphones. Around the corner, Stranz, Fairchild and Katie stand. Fairchild is caking on make-up. Both she and Stranz have on their gold medals. Katie comes forward holding two baseball caps. They are segmented into red, blue, and yellow wedges and have a beanie propeller on them. She tries to put one on Fairchild who swats it away angrily.Stranz grabs one and reads the writing on it. 1-800-BLUMPEE?Stranz takes Fairchild lovingly by the shoulders.This brings Fairchild around.Stranz and Fairchild embrace, then head out to the podium. They slap on the biggest, fakest smiles you've ever seen and wave to the reporters. They keep waving long after the photographers have taken any pictures.The reporters can't help but be intrigued by Stranz's intro. Stranz smiles at Fairchild. They've got the reporters just where they want them. As a matter of fact, a reporter in the back, JAWORSKI, looks particularly astounded.Everyone turns to see Coach leading Chazz and Jimmy to the sign up table. They quickly abandon Stranz and Fairchild to crowd around the guys.But it's too late. Stranz and Fairchild stand alone, scowling. Katie steps up, intrigued by the scene.Chazz stops walking and leans against a wall with a heavy sigh.The reporters immediately leave Chazz and follow Jimmy and Coach. Chazz tries to catch up without looking too awkward. Coach starts filling out a sign up sheet.There is a beat of silence, then an explosion of comments and questions from the media. Jimmy and Chazz can't help but smile as they elbow their way up to the table to sign in.

Chazz, pumped, walks with Jimmy and Coach through the lot.Chazz just shakes his head and walks off.

NEWSPAPERS spin into frame: 1) PAN DOWN from the main headline to the bottom right-hand corner, and a tiny headline reading, "Forgotten Rivals Team Up." 2) PAN UP from the headline to the top left-hand corner, "Icemen Cometh, Story D- 43." 3) The New York Post backpage banner headline, "FAGS?"

Stranz and Fairchild, reading the papers, are getting side by side massages on tables set up in their living room. Katie sits in a chair and is engrossed in the paper she holds.Katie stops laughing when she hears no response. She lowers her paper to see Stranz and Fairchild glaring at her.Fairchild snaps.Stranz pauses. He looks at the two masseuses.The masseuses quickly exit.Katie notices Stranz and Fairchild staring at her.Katie, looking guilt-ridden, nods.Katie exits. Fairchild wrinkles up her nose in disgust.

Coach stands in the center of the rink. Jimmy is off to one side, skating in little nervous circles. Chazz is off to the other side, sitting on the ice. Neither will make eye contact. Coach takes a deep breath.Chazz and Jimmy tentatively come to center ice. But Chazz holds up his finger to "wait one minute," then skates to the side and punches the padded wall. He skates back to Jimmy. With great reluctance, they go to join hands, but end up wrestling for top position.Jimmy drops his hand and just gives Chazz an "I can't believe I'm hearing this" look. ANGLE ON THE RAFTERS Katie, sitting on a catwalk high above the rink, trains her video camera on the guys. CAMERA POV Jimmy bends over and throws his body into a handstand. BACK ON THE RINK Jimmy pivots from one hand to the other.But Chazz is already doing a handstand of his own.Chazz and Jimmy jump out of the handstands and skate off. Coach just sighs and takes a seat on a bench. IN THE RAFTERS Katie watches through her DV camera. She works her way down a ladder for a better vantage point. ON THE ICE - MOMENTS LATER CLOSE ON: Jimmy and Chazz in starter positions.WIDEN ON: Jimmy and Chazz skating toward two folding chairs. They jump them like hurdles and keep skating toward ... A second set of "hurdles" -- two sets of double-stacked folding chairs. Chazz clears his set, Jimmy grazes the top of his. The final hurdle -- the rink's dividing wall. Both men make -- huge leaps, but Jimmy catches on the wall and falls. Chazz clears the wall, but can't stop his momentum.As he SLAMS right into a locker bay.Chazz puts the ice cube behind his back, clenches his ass cheeks and crushes the cube.He laughs as he dumps the ice chips into a glass of water. Coach watches this with dismay. BLEACHERS - CONTINUOUS Katie peeks through some bleachers with her camera. She works her way closer to the ice for an unobstructed view. ON THE ICE - MOMENTS LATER Chazz and Jimmy are at opposite ends of the ice.Chazz skates full speed at Jimmy. Chazz leaps into Jimmy's arms, and Jimmy tries to lift him but can't. They collapse to the ice. Coach steps up as they rub their bruises.Chazz snickers at this. Jimmy is bummed.Coach storms off. Now it's Chazz's turn to be bummed. The guys get up and start off the ice.Katie doesn't look exactly sold as Jimmy steps in. \*Jimmy gets down to help Katie up. Their eyes meet and there \* is a definite connection. Chazz stands hovering in the near \* background. \*Katie uses her foot to kick the camera under the bleachers. \*Katie cringes at her own words.Chazz leans in between them. \*Neither JilTimy nor Katie even glance over. \*Chazz slowly skates away, trying his damnedest to look \* soulful, sexy and tortured all at once. \*Katie nods involuntarily.Katie nods again. She looks back at her video camera guiltily. Jimmy smiles at her.Red-faced, Jimmy turns and heads off. Katie grins despite herself.

Chazz and Jimmy turn to see Katie on her butt on the ice. She tries to shove her video camera under the bleachers as

the guys rush over. She sits on the ice, rubbing her butt. \* Chazz nods at her butt sexily.

Jimmy sits with Coach and Kim at the dinner table. They're in the middle of a nice big dinner.WIDEN TO see Chazz is on a treadmill set up next to the table. He's walking along, sucking wind.Chazz looks embarrassed he said this in front of Coach and Kim. He turns to them.No offense. They give "Pshaw," "none taken" gestures.Chazz snorts derisively.BAM! Coach slams his hand down on the table.

Chazz and Jimmy sit on a bench. Kim is literally prancing around on the carpeted area before them.Kim runs in a loop.He runs in another loop, then lays out on the floor, arms stretched out above him.Coach claps appreciatively. Chazz and Jimmy clap politely, definitely not sold.Chazz turns to see Coach is right in his face. \*Coach walks off.

Chazz and Jimmy skate in waltz position. Kim walks around the ice, clapping his hands to keep rhythm. Coach oversees.The guys make a turn, but they head in opposite directions, right into each other. They hit the ice.The guys get to their feet and we A SERIES OF SCENES 1) The guys trying to skate together. Kim skates alongside, literally pushing them closer together. 2) The guys take a turn, but Jimmy goes crashing into and over the wall. 3) Katie, hiding in a locker, videotapes them. 4) Chazz on the treadmill. He's clearly less winded. Widen to see everyone is watching "The Cutting Edge. H 5) The guys pull off a nice move.6) Kim runs around in his butterfly pattern. Chazz and Jimmy mirror him. 7) Chazz is sharpening a skate. Sparks fly. Jimmy is \* getting annoyed at waiting and sticks his skate on the wheel \* at the same time, causing even more sparks to fly. \* 8) A POV shot from Katie's camera. It's a close up of Jimmy skating. Reverse to see a mini-camera stuck in a plant. We \* follow the wire out a window to the parking lot where Katie rncnitors it with a smile. 9) Chazz is now jogging nicely on the treadmill. He looks slimmer, but seems to be crying. Widen to see everyone is watching "Ice Castles." Everyone but Coach is crying. 10) Chazz and Jimmy move around the ice in sync. Coach and Kim look very pleased. The guys go to make a turn, but fumble it and fall down. Coach storms up to them.Coach rejoins Kim as the guys prepare to skate.

Stranz and Fairchild sit together in one of those big round chairs and watch Katie's video. Fairchild clutches some stuffed animals. A shot of Jimmy stretching plays for a while on screen. Katie can't help but smile.Katie watches for a moment then can feel Stranz and Fairchild's gaze. She turns to see them glaring at her.They all turn back to the screen. Chazz and Jimmy are skating now. Stranz and Fairchild watch intently. On screen, Chazz and Jimmy wobble a bit. Stranz and Fairchild light up.Stranz looks at Fairchild lovingly. He traces his finger down her cleavage.Fairchild tickles his chest and then his stomach.Stranz and Fairchild hop up and run to the bedroom leaving Katie alone watching the TV. She smiles when Jimmy comes on.

SUPERIMPOSE: Madison Square Garden \* The marquee announces the "National Skating Championships."

DICK BUTTON AND SCOTT HAMILTON sit in their booth.Scott Hamilton looks over to Dick Button, who is staring at \* him with a giant grin on his face. Scott just sighs. \*

Skaters move in and out of the locker rooms, all dressed in their garish costumes. It looks like the Warner's Commissary in the thirties, with people dressed like Antony and Cleopatra, Jeannie and Major Nelson, a football player and a cheerleader, etc. The men's locker room door opens and everyone turns and becomes immediately silent. Chazz and Jimmy walk out. Chazz is wearing a leather jacket and has his hair poufed up. Jimmy has his hair poufed as well and is wearing a blousy shirt. A SKATER looks them over.A smirking P.A. who has overheard all of this steps up.CUT TO:

CLOSE ON: Two pairs of men's skates step onto the ice. The jeering fans rise, tasting a fiasco. Jimmy and Chazz are obscured by the waving banners and blinding spotlights as they take their positions center ice. SIDELINES Coach watches intensely. A rock of support. After a long, arduous moment, the noise dies down. It is replaced by the opening notes of Hall and Oates "She's Gone." THE ICE We hear scattered chuckles from the crowd. Jimmy and Chazz exchange scowls before pushing off in a synchronized, one- footed glide. They come together in a waltz dance. They move around the rink together, gaining speed, their feet a half step out of sync. They shoot each other irritated looks.With each "She's gone," Jimmy skates away from Chazz. But he does it hesitantly, still not happy being the "she." Jimmy and Chazz then speed up and turn in preparation for the first double axel. They jump, spin twice in tight, synchronized coils, and land. The laughter ceases. Jimmy and Chazz lock eyes and nod.Jimmy and Chazz gain speed for another jump, this time it's a triple. They take off into the air and hit the three spins like they're nothing. The crowd goes wild. Jimmy and Chazz skate to opposite ends of the rink for their final jump. Jimmy turns, skates quickly toward Chazz. Chazz readies himself. Jimmy jumps. Chazz catches him and raises him overhead. Jimmy spreads his arms and Chazz spins them around. Cameras flash all over the arena. Chazz lowers Jimmy and then swings him around in a classic dip. The crowd erupts! SIDELINES Jimmy and Chazz are pumped. They fly off the ice into Coach's arms.Nailed it! \* Coach just holds up his hand to wait a second. \*They all turn to see the huge scores appear on the board:Chazz and Jimmy high five and go to hug Coach. Coach holds \'-"' them off, though .Coach walks off. The guys have had the wind taken out of their sails a bit.

She's Gone, Oh I, Oh I'd better learn how to face it. She's gone ...

She's Gone Oh I, I'd pay the devil to replace her. She's Gone - what went wrong ...

Stranz and Fairchild sit across a desk from DR. RAINES, an unnaturally tanned plastic surgeon with unnaturally full blonde hair. Katie sits in a folding chair behind them.Fairchild turns to Stranz.He gives them a big thumbs up and heads out.As Katie slumps we CUT TO:Fairchild, skating as Sonny and Cher. Chazz and Jimmy enter.Chazz and Jimmy look a little bummed, but Coach is leaning back with a smile.

... and as a certified member of the National Board of Plastic Surgeons, it's my duty to tell you that going up another two sizes gives me some concern.

'--"' Coach sits on the couch, watching an old tape of Stranz and

The guys hit the ice. A driving rock song accompanies a series of scenes of the new routine coming together. 1) The guys, skating full speed, grabbing arms and whipping each other in rapid circles. 2) The guys leap frogging each other, getting more and more air. 3) Coach watching, pleased. 4) Chazz slides on his knees. Jimmy does a flip over him. They high five, then glare at each other and skate in opposite directions. 5) Coach stands before a chalkboard in his living room. He diagrams a move for the guys as the music cuts out.The guys look a little unsettled at the name. \* CUT TO: \*: ICE RINK Quick shots of Chazz skating at Jimmy and leaping into Jimmy's arms for a kind of flying cartwheel move. Both keep 1..\_,,· falling to the ice -- they just can't pull it off.

The place is decorated for Christmas. Jimmy and Coach are in the kitchen, making eggnog. Chazz enters and goes to the freezer. He pulls out a bag of frozen peas and sticks it down the front of his pants.Coach looks worried.Neither guy seems wild about this.The guys look at the eggy concoction less than thrilled. Coach exits. Jimmy notices something out the window.Chazz joins him. They see Katie moving boxes into a house across the street.Chazz smooths his hair and starts for the door. Jimmy trails after him.Chazz sprays some Binaca in his mouth, then rubs some into his wrists.Jimmy grabs Chazz to stop him from going outside.They continue to wrestle, falling to the floor.Jimmy lets Chazz go. Chazz stands and straightens himself. He takes a deep breath.Chazz grabs Jimmy's face and pushes him down. He races out and shuts the door behind him, then wedges a lawnchair against the door. EXT. KATIE'S HOUSE - MOMENTS LATER \..- Chazz hustles up to Katie who is carrying a box inside.Jimmy runs up.Chazz does one of his dramatic sighs.Jimmy and Katie stare at him a short beat then turn back to each other.Suddenly, two hands grab Chazz and Jimmy by scruff of the neck. It's Coach and he looks pissed. He drags them off.

Katie sits alone in her nearly empty house. There are a few boxes lying around and a small, electric Christmas tree. She eats ice cream from a big carton and looks across the street. KATIE'S POV Coach's house looks very merry. We can see Chazz, Jimmy, Coach and Kim inside hanging lights. BACK ON KATIE She picks up her cell phone and hits a button. INTERCUT WITH:

The table is set for a romantic Christmas Eve meal. Fairchild is dressed in a very sexy Santa outfit and is feeding Stranz by hand when the phone rings. Stranz answers.Stranz shuts off his phone. He turns to see Fairchild dangling mistletoe over her cleavage.

Chazz, Jimmy, Coach and Kim continue to hang Christmas lights. They've gone way overboard -- lights are everywhere. Blue, red and white flickering lights border the mantelpiece, the moulding and frame all of Coach's paintings. Kim pulls out a string of the classic bubbling light bulbs. (For the unassimilated Jews, these are remarkably phallic with a glass tube that bubble upwards as the light heats up).Coach looks at the bubble lights and blushes.Coach and Kim laugh warmly at the memory. Chazz and Jimmy look a little uncomfortable. Suddenly the room goes dark.

Katie is holding some bolt cutters and has clearly broken the electricity panel to shit. She looks proud and drops the severed cable she was holding. It whips around and sparks with electricity and she quickly jumps away.

We can just see the figures of Chazz and Jimmy getting up and stumbling towards the hall.

It's nearly pitch black. We can hear the guys stumble along.As they go down the hall you can see a glow emanating from their room.Jimmy hustles into the room and comes out brandishing the blacklight like a light saber and making light saber noise.Jimmy goes across the hall to Coach and Kim's bedroom. Chazz follows. They both stop short the moment they enter. Their amazed faces are illuminated by the blacklight glow. Gary \* Wright's "Dreamweaver" begins its spacey introduction. \* REVERSE ANGLE The room filled with what looks like thousands of little white comet streaks. They are everywhere. The floors, the walls, the furniture, the ceiling. It's like an asteroid shower. Chazz and Jimmy turn to take in the room, making it seem like the room is spinning psychedelically, with the streaks looking like they are moving across the sky and reflecting on Chazz and Jimmy's face as the song continues.They just look on in amazement as the song continues.

Chazz and Jimmy are on the ice. Coach, looking a bit tired, walks up.Jimmy can't help but laugh.Chazz and Jimmy snap into their serious mode and skate to center ice.Coach just explodes.Chazz leans in helpfully.Jimmy stares at Chazz in disbelief.Chazz gets pissed off and gets in his face.Jimmy gets right back in Chazz's face.Coach storms off. The door slams shut.Chazz skates away.Chazz starts doing a mincing parody of Jimmy's style.Now Chazz is rigidly moving around like a robot. Jimmy skates out too. He snaps his fingers in Chazz's rock out way and skates in an exaggerated version of Chazz's style -- lots of tough guy expressions with ass shaking and finger guns.Now Jimmy is doing awkward pelvic thrusts.Chazz gets right in Jimmy's face.This really sets Chazz off.This stops Jimmy cold.Chazz slides down to the ice, his back against the wall.A FLASHBACK

The frozen lake we saw in the prologue. We see the dark haired boy skating a solid routine. A few kids are watching.Chazz ignores the other kids. It's obvious he's playing to a crowd of two -- a young Darren Macelroy and his wife. Chazz nails his final move and holds up his arms triumphantly. Darren and his wife rush over to young Chazz.This is it. The moment young Chazz has been waiting for.Darren gives a big knowing smile.Before the word is out of his mouth, though, Darren's view of Chazz is blocked by three year old Jimmy. Jimmy has obviously taken what Chazz taught him and run with it. He looks and skates like a little angel -- fluid, graceful and capable of moves an adult would be challenged by. Darren and his wife are immediately smitten.Young Chazz can see where this is going. He turns his antics up a notch but the parents only have eyes for the little boy who goes into the amazing spin move Chazz showed him how to do earlier. Darren and his wife sweep little Jimmy up in their arms as young Chazz watches, devastated at first, then pissed. Some of the other kids skate up to him, sympathetic, but Chazz shakes them off and turns and skates away. The Father skates up to Chazz.Chazz looks like a ball of twisted rage.And with Chazz's first grandiloquent speech about his pain and loneliness out of the way, he skates off. BACK TO PRESENTJimmy looks down sympathetically at Chazz. Chazz springs to his feet.Chazz quickly skates away.

The Father had told me, "Trust me, Chazz, skate the best you can possibly skate and you will get everything you want." It looked like it was all about to happen, too, because all I wanted was to be adopted. To be part of a family. To have a dad.

I'm sorry, Chazz. But all things happen for a reason. Your time will come.

Most of the lights are out and all is quiet. That is until we hear keys unsuccessfully trying to unlock the door.Coach enters from the kitchen and opens the door.Coach pulls him in then shuts the door.Coach shoves Chazz into a chair.Coach just sits down and stares at Chazz, who isn't so drunk that he isn't a bit disturbed by this.Chazz looks shocked at this.Coach walks to the back leaving Chazz alone. INT. TRAINING RINK - MORNING Jimmy is on the ice, stretching. Chazz shows up with two coffees. Jimmy eyes him warily as he approaches.\.,..., Chazz smiles then chucks the coffee into the trash. ANGLE ON THE TRASH CAN Katie is inside with her camera. She tries to wipe the hot coffee off as quietly as she can. BACK ON THE RINK Coach hits the ice.Chazz and Jimmy start their routine. They both seem a little awkward with each other. They talk as they skate.Chazz's neutral coolness cracks slightly with a smile.Chazz turns a little away. Jimmy realizes he might have been a little too sharp.Chazz looks back. Jimmy gives a slight smile. They are now really skating in sync.Chazz lights up with recognition.The guys are skating with a smoothness and effortlessness we haven't seen before. Coach is beaming. This is what he's been waiting for.The guys look to each other and nod.They separate and both build up speed. Then they suddenly skate at each other and grab each other's arms sending each other in a physics defying cartwheel where each one sails through the air and then both stick their landing just inches from each other. IT IS REMARKABLE!Chazz and Jimmy high five. Coach rushes over and gets them in a bear hug. ANGLE ON TRASH CAN Katie videotapes the celebration. She wipes a tear from her eye, then some mustard from her arm and fingers.

Jimmy is getting dressed up. He's like a teenage girl the way he keeps putting on shirts, looking in the mirror and yanking them off in frustration. Chazz walks in holding the blacklight.Jimmy quickly tosses on a dress shirt. Chazz can tell something' s up.Jimmy gives a smile and leaves happily. When Jimmy is gone Chazz goes over to Jimmy's bureau and takes his bottle of Tale and Mane and heads off to the shower.

Jimmy, clutching some banana bread, knocks on the door. Katie opens the door halfway.He hands her the banana loaf.Katie looks back into the house, which is filled with surveillance equipment and photographs of Jimmy and Chazz.Jimmy musters up his nerve.Katie is too overwhelmed to speak. She just nods like an idiot. Jimmy giggles. The two of them giggle and nod.

Christmas lights twinkle around this small outdoor rink set up in the center of town. Jimmy guides Katie onto the ice.They begin to skate. Katie is obviously a very good skater and quickly picks up the pace. Jimmy is clearly surprised at how well Katie skates.Although Katie is trying to chuckle at the memory of her brother mocking her, she can't pull it off.This clearly affects Jimmy.They look into each other's eyes.·-...\_,, Celine Dion starts playing over the loudspeaker, and Katie and Jimmy skate with intensity together. He dips her in a wide circle and people stop skating to watch them. Their bodies yield to each other with complete unity. It's like they were made to skate together. After a cradle move, Jimmy guides Katie up and then skates off into a solo spin move. He arches his back so he can watch her as he spins. He comes out of the move and stares across the ice at Katie. Inspired, he holds his arms out like wings and begins gently flapping them. He cranes his neck out to create an even more swan like look. With each flap he gets closer and closer to Katie. His flapping beckons her towards him. Katie doesn't see this as the most ridiculous thing she's ever seen, she thinks it's magnificent. She glides towards Jimmy until he is able to enfold her in his wings.Sir Mix-A-Lot's "Baby Got Back" starts to play over the loudspeaker.

Katie enters and falls against her door with a happy smile.Katie turns on the light to see Stranz and Fairchild.Fairchild hits play on the VCR. Tape plays of Chazz and Jimmy nailing the Kimspin.Katie shrinks against this onslaught.Fairchild places a tender hand on Katie's shoulder.This rattles Katie. Stranz also looks a bit surprised and disturbed by this but carries on.way. A violent dangerous way that can only end painfully for your little skate pals. Is that what you want sis? Katie shakes her head "no."Katie looks beaten. She nods. CUT TO:Chazz laughs and pulls up his shirt and shows off his flat stomach.The reporters laugh. A SURLY LOOKING REPORTER stands.Jimmy looks a little stung. Chazz tries to backtrack.Chazz is trying to figure a way out. Jimmy jumps in. \*The reporters are blown away by Jimmy's emotion. He smiles \* and turns to Chazz who also starts to smile. \*Yeah, but what you guys can't wrap your \* mind around is how crazy passionate the \* hangers in my closet are. \* Chazz looks completely satisfied. \*

We are flying over a huge outdoor stadium, filled to capacity. Thousands of camera flashes twinkle below. SUPERIMPOSE: World Winter Games, Saskatchewan, 2006 \* INT. WORLD GAMES STADIUM, SASKATCHEWAN - NIGHT \* A Torch-bearer runs onto a stage at the center of the stadium.

The torch-bearer, Jason Priestley, on the stage. He holds up a hockey puck and lights it with the torch. A Games Official hands Priestley a hockey stick. Jason smacks the flaming puck. It sails through the air and ignites a huge FLAME on top of the stadium. The CROWD ERUPTS. IN THE STANDS Jimmy and Chazz cheer with their fellow countrymen. They all wear matching fur-lined stocking caps and suits with slowflake-patterned bowties. INT. CONVENTION HALL - DAY It's Media Day and tables are set up all around the massive room. Athletes sit at the tables to be interviewed by reporters. But no one is interviewing Stranz, Fairchild or pretty much anyone else. Everyone is gathered around Chazz and Jimmy, who are clearly enjoying themselves.

Chazz, Jimmy, suppose you don't even medal at these games you think you two would continue skating together?

This banter is certainly entertaining, gentlemen, but let's not forget the past. I have an interview here with you, Chazz, from Sports Illustrated in 2001. Quote; "Jimmy Macelroy is a lifeless robot on the ice .... "

They did publish the rest. You went on to say, "The hangers in my closet have more passion than he does." End quote.

Chazz and Jimmy are both pumped. They high-five. Then Chazz \* checks his watch. \*SAA?Chazz takes off. Before Jimmy can head off a DELIVERY MAN \* comes hustling up to him. \*The delivery man hands Jimmy a package. He opens it, \* revealing some hot cocoa packets. Jimmy reads the note. ANGLE ON NOTE It says: Jimmy, my room tonight at midnight. We'll drink hot cocoa and wish on a star. Love, Katie Jimmy smiles.

A junior college classroom. There are about eight to ten men and women gathered around in a circle. They look like an average bunch of middling looking people. They're not in particularly good shape, but neither are most people. Chazz is giving a soulful oratory.Chazz puts his head in his hands. A FEMALE SEX ADDICT uncrosses her legs and leans forward.There is something in her voice. It isn't a question, it's a come on. The COUNSELOR notices it and looks warily at his group who have all started shifting in their seats.The group looks like it could turn into an orgy at the drop of a hat. There's a lot of inadvertent rubbing and eye darts. The Counselor sees a brush fire about to turn wild.The Counselor looks around quickly. They seem to be calming down and settling back in their seats.The group shifts forward. The Counselor looks worried.It's like beating back the ocean with a broom but it does get the group in line. At that moment the door opens and Katie hurries in. Every guy in the place immediately perks up. They all make room for her, but she sits next to Chazz, who looks shocked, worried and happy all at once.Chazz looks at Katie. He can't believe it. \*

But you realized that this would just set you back and further hurt the progress you have made in maintaining personal control.

The sex addicts mill outside the entrance, drinking coffee \* and smoking cigarettes. They've all paired up and a few are \* making out. Chazz stands next to Katie, still blown away. \*Katie flips her hair and leans sexily towards Chazz. \*She walks away with Chazz staring at her the whole time. He \* doesn't even notice that other sex addicts have really started getting serious. Suddenly, BRIGHT HEADLIGHTS illuminate all the sex addicts. \* We see the counselor lean out of the car as he honks. \*They all scatter like rats in different directions. \* Chazz still just stands there, a lone figure looking out in \* the distance at Katie's swaying ass.

Yeah. Why don't you come to my room \* tonight and we can comfort each other? \* 11:55 sharp. \*

Jimmy is fast asleep. Chazz checks his watch and gets up from his bed. He pauses at the door and takes one last look at his friend. Once he leaves, Jimmy's eyes spring open.

Chazz arrives and knocks on the door. He reads from his palm.The door opens, revealing Katie, dressed only in a teddy.She instantly bursts into tears but quickly pulls herself back together.Chazz enters the room.

The room is romantically lit. Sexy music on the stereo. A champagne bucket sits on the floor beside the bed. Chazz is trying to maintain, but the mood is getting the best of him.Chazz looks up at Katie. She's so hot in that negligee. He's sweating and stammering now.Katie cringes at the sound of herself trying to be a vixen.Chazz sits down on the edge of the bed. He looks up. Katie is seated directly beside him.Chazz reaches out grabs Katie's breasts at the exact same moment he blurts:

Jimmy, about to knock on Katie's door, sees the door is slightly ajar.Jimmy opens the door and sees ...

Katie and Chazz are still on the bed. They look up and see Jimmy and suddenly notice that Chazz's hands are still on her breasts. Katie swats his hands away.Jimmy charges Chazz. Chazz retreats as Jimmy trips on the champagne bucket and crashes through the bedside table.Jimmy attacks again.Jimmy stands before Chazz, his fists clenched.Jimmy fights back his rage, then turns and runs out of the room.They run into the hall in time to see the elevator close.

Jimmy runs out of the hotel. After a moment, Chazz and Katie run out too. Jimmy is nowhere to be seen.

Chazz sits awake on his bed. The alarm goes off. He looks to Jimmy's bed. It hasn't been slept in. Chazz sighs.

The pairs program is underway. We see several shots of teams on the ice. 1) A couple dressed as Sid and Nancy skate around with big fake smiles plastered on their faces. 2) Frankenstein and the Bride of Frankenstein -- big smiles! 3) A couple dressed like Grant Wood's American Gothic -- even bigger smiles! 4) Stranz and Fairchild, dressed as John Smith and Pocahontas, grab hands and twirl together in a solid pairs spin. Their names move into first place on the scoreboard. They flash the biggest smiles yet. ANGLE ON THE SIDELINES Chazz, wearing a doctor's outfit, paces impatiently. Coach nervously checks his watch.Chazz just looks away.They all turn to see Jimmy, also dressed like a doctor, approach.Jimmy blows by him. Coach looks concerned but the music, Foreigner's "Urgent," starts to play. Chazz has no choice but to follow Jimmy onto the ice.The guys start their routine. The crowd is already cheering. Jimmy is stone faced. They come together in a clinch.The guys skate apart.ANGLE ON STRANZ AND FAIRCHILD Listening to the crowd cheering the guys on. They are clearly not happy. Fairchild rips the head off one of her stuffed animals. ANGLE ON THE SIDELINES Coach watches with Kim.Kim looks disappointed as Coach signals the guys. ANGLE ON THE GUYSBefore Chazz can respond, the final notes of the song hit and the guys strike their final poses.The crowd rises to their feet and cheers loudly. Jimmy quickly skates off the ice ahead of Chazz.Jimmy stops and looks up at Katie who is leaning over the stands with a pleading look. He turns away and hurries off. Their scores are announced.Chazz and Katie exchange a look as Jimmy disappears down the runway.

You're not shy, you get around. You wanna fly, don't want your feet on the ground ...

And that will put Lewis and Macelroy in second place, only a couple points behind fellow Americans, Stranz and Fairchild.

Lewis and Macelroy skate in ten minutes. If they're both not here, they're scratched,

I'm sorry, but if both skaters are not here in ... Thirty seconds, you're disqualified.

Fairchild lays on her bed, totally depressed. Stranz sits on his bed, head in hands. A copy of the newspaper lies between them. Chazz and Jimmy are pictured on the front page.Stranz stands, determined.Stranz smiles.Now Fairchild smiles. After a moment, they both stop smiling, unsure.(has an idea) \* And I think I've got just the plumber to \* call. \*

Right. I'll just type in "Thug \* Saskatchewan." No, what we need is an \* expert. I mean, when you've got a leak \* you call a plumber. \*

CLOSE ON Stranz. He's talking to someone across from him.REVERSE to see Stranz is talking to TONYA HARDING. She shakes her head.Stranz gets up and walks through the bar. He passes a big guy.The big guy just turns away. Stranz is completely exasperated. He yells out:Nobody reacts. Defeated, Stranz exits.

No way, Stranz. That whole deal with Nancy was the biggest mistake of my life. I'm clean now -- I'm boxing, you know?

Chazz gets out of a cab and he's dressed like a bull with little horns and a swishy tail. He fishes out his wallet and pays the cabbie.The Cabbie pulls away. Chazz turns and is immediately smacked on the head with a sap.We widen to see Stranz is his attacker. Stranz panics and start swatting madly at Chazz's head. It looks annoying and very painful but it's not knocking Chazz out. Chazz is about to turn around when a large hunk of wood whacks him across the head. Standing there is Fairchild, but she's not holding anything. Tonya Harding, on the other hand, is holding the hunk of wood.Tonya walks away leaving Stranz and Fairchild to pick up and cram Chazz into the trunk of a car. It's not easy but they eventually shove/roll him into it. Stranz slams the door shut but it makes a yucky soft thud sound instead of the crisp metal sound of a trunk shutting. He looks in the trunk and winces. He then does some rearranging of all the shit in the trunk so that Chazz can actually fit. This time it closes.

Chazz, unconscious and still dressed in his bull costume, is on the floor trussed up with rope so his legs are stuck under him and his arms are restricted. He also seems to be tied to a large Molson Beer Moose advertisement. His eyes flutter open. He struggles to stand and realizes he's all tied up.He looks around the room and finally notices that Stranz is \* behind him putting the finishing knot in the rope that ties him to the moose. Stranz is wearing a sixties era suit and tie and his hair is brylcreamed to the side.Chazz snaps. \*Stranz just shakes his head.The truth of his predicament dawns on Chazz. Stranz just calmly walks around as if he's Olivier doing Shakespeare.Stranz laughs and shakes his head.Chazz actually looks a little impressed by this soliloquy. He slouches and glowers as dramatically as he can.For some reason, this puts Stranz a bit on the defensive.Chazz continues to play it supercool.Chazz stops, Stranz's outfit finally registering.Stranz opens the door and starts out.Stranz exits and closes the door behind him. Chazz immediately loses his cool veneer and starts trying to rip free from his bonds.

No, I think it's a far saner thing I do to beat you with a sap and tie you to a chair so you miss your chance to skate.

The finals have started. A couple dressed like aliens skate to the theme from "2001 A Space Odyssey." ANGLE ON THE SIDELINES Jimmy, wearing a matador outfit, stretches as Coach walks up, pissed.Jimmy shrugs like a sullen teenager. Coach looks like he wants to clock Jimmy when Katie comes up.Jimmy starts off but Coach grabs him.Jimmy stays but refuses to make eye contact with Katie.Jimmy looks hard into Katie's eyes. He can see she's telling the truth.Jimmy and Katie hug and kiss.\.,../ They all look over to see Fairchild, who's signing autographs.

Chazz has managed to break off a moose leg and scoot in his trussed up manner over to the door. He's using his chin to try and turn the doorknob.Click -- the door opens. Chazz scoots out and finds himself on the ice of a rundown skating rink. The exit is across the rink. Chazz scoots like mad towards it. Across the rink, next to the Zamboni shed, stands Stranz witnessing Chazz's determined scooting. He checks his watch and then shakes his head. BACK ON CHAZZ He's actually making decent progress when a sound makes him stop. He cocks his head, then turns and looks behind him. A Zamboni is bearing down on him. Stranz is driving, murder in his eyes. Chazz scoots as quickly as he can but the Zamboni is too fast. At the last possible second, Chazz scoots to the side. The Zamboni whizzes past, but starts to turn to come back for the kill. Chazz notices an old pair of skates on the ice. He slides over to them, and by wedging them against the wall of the rink gets enough leverage to start cutting his ropes against the blades. It's slow going, though, and the Zamboni is bearing down on him again when, Snap! the rope cuts. Chazz quickly stands and races off the rink just before the Zamboni crashes into the wall. Chazz stumbles outside while Stranz angrily climbs down from the Zamboni.

Chazz limps outside. He's in a crappy, abandoned part of town. He looks to the left then turns to the right to see Stranz running at him and swinging his sap like a madman.Chazz looks off to his side. There is a steep hill that leads down to the frozen river that runs through the city. He makes a dash for it, pausing just long enough to grab an old pair of skates lying in a pile. He then leaps over the railing and rolls down the hill towards the ice. Stranz looks over the railing. He laughs at Chazz, who sits at the bottom of the hill, putting on the skates.But Chazz just shoots Stranz a bird and skates off down the river. Stranz looks off in the direction Chazz is skating. He sees the dome of the skating arena in the distance.Stranz races to his car and peels out.

Jimmy, Coach and Katie plead with a Canadian Mountie while Fairchild affects her most innocent demeanor.Monty salutes. Fairchild smiles until the Mountie Mascot is gone. Then she looks deeply worried. She reaches for her cell-phone. It is pink with fake diamonds all over it. It looks like something a rich Barbie would use.

Look, I'd like to help, but I'm just the mascot for the games --Monty the Mountie.

Chazz races towards the arena. A pair of recreational skaters are wowed by a man in the bull costume whizzing by. Chazz zips around a bend in the river and frowns. Just ahead, Stranz has parked at the edge of the ice. He finishes lacing up his skates, then moves onto the ice blocking Chazz's path.Chazz lowers himself into a crouch and picks up speed. Stranz seems unconcerned. He pulls his hand out from behind his back and Chazz sees he's holding a big metal pipe.Stranz winds up to swing, but at the last second, Chazz veers off the ice and jumps onto the river's embankment. He does a sickening face plant into the grass. Stranz smiles until he sees Chazz get up and start to hobble off. Alarmed, Stranz follows. A very slow, careful chase on land ensues. Chazz awkwardly crosses a street. His blade gets stuck in a grate. Stranz slowly makes his way closer. Chazz just manages to get free, He gingerly takes off, Stranz on his tail. We hear Snoop Dogg saying, "Ring shnizzing a ding" coming out of Stranz's pocket. It's his cell phone. He checks the number and flips it open impatiently.Stranz puts away the phone and continues hobbling after Chazz. Up ahead, some skateboarders are sliding down a stair railing. Chazz hops up and balances carefully as he slides down on his skates. Stranz follows but slips and lands on his nuts. Chazz hits the ice of the river again. Reveling in being back in his element, Chazz lets out a victory cheer.He then notices several young children skating nearby.Chazz looks up and immediately hits the brakes. Ahead of him, the ice ends at a bridge under construction.A concrete stairway leads off the ice. Chazz starts climbing up as best he can. Over his shoulder, he sees Stranz rapidly approaching.It's hard to remember to lift his feet enough to clear the skate blades, so Chazz keeps tripping. Finally, he gets to street level and finds himself at the entrance to a mall. He looks for a way around but hears the whoosh of Stranz's pipe. Chazz rushes inside.

Chazz skate/walks across the marble floor. Stranz is in close pursuit. They hit an escalator. They both try to climb the steps but it's wobbly from the escalator grooves. At the top, Chazz looks around and then awkwardly gets on the \* down escalator. Stranz swats at him as they pass but can't \* balance well enough to get Chazz. Stranz gets to the top and \* follows Chazz on the down escalator. \*

Chazz runs down a small embankment and onto the ice again. The arena looms large just ahead. Moments later, Stranz hobbles out, still in pursuit.

Coach is talking to a rink official.ANGLE ON JIMMY AND KATIE Waiting nervously.Katie is touched by this. She's tempted.Jimmy and Katie hug before they rush off.

Chazz begins to build a lead on Stranz. The arena is just up ahead. He yells over his shoulder.Chazz whizzes around a corner. His eyes go wide. REVERSE SHOT to see that a mass of yellow caution tape is just ahead, blocking his way. A sign says, "Danger Thin Ice." Beyond the tape, part of the ice has broken away revealing the ice cold river.Chazz is going too fast to stop. He has no choice but to veer off the ice again. But there's no soft grass here, only a guardrail blocking the way from a steep cliff. Chazz flips over the rail and disappears from view. His screams drift off into the abyss. Stranz skates up and looks over the guardrail. STPANZ'S POV Of the steep cliff and nothing else. Chazz is gone. Stranz smiles, then quickly skates away.

Coach walks up to Jimmy and Katie.Jimmy and Katie are smiling like idiots.Coach storms off. Jimmy and Katie look a little sheepish.At that moment, Stranz hurries by. He gives them a smug wave.Jimmy is about to go after Stranz but Stranz quickly steps onto the ice with Fairchild, who is now dressed up like Marilyn Monroe. Elton John's "Candle in the Wind" plays. ANGLE ON STRANZ AND FAIRCHILD Stranz's JFK chases Fairchild's Marilyn Monroe around the ice. Once he catches her, they segue into an extremely sexual routine, mostly involving her skirt billowing up in the Classic Monroe fashion and JFK coming at her from behind. BACK ON JIMMY AND KATIE A rink official walks by.Jimmy and Katie exchange a look. All seems to be lost.

We are CLOSE ON the top edge of the hill Chazz tumbled down. After a beat, a skate appears. It is held in a hand and is being used as a pickaxe. Another skate appears and we see Chazz struggle to hoist himself up.

Stranz and Fairchild skate off the ice, disheveled from their romp and beaming. The crowd cheers loudly all around them. ANGLE ON ANNOUNCERS' BOOTH Dick Button and Scott Hamilton in position.ANGLE ON THE RINK The Rink Official stands with Coach, Jimmy and Katie. He's checking his watch.Coach tries to comfort Jimmy.But Jimmy doesn't look placated by this. ANGLE ON THE STANDS At the very top row, a door bursts open and Chazz stumbles in. He's one bedraggled bull. He looks like Dustin Hoffman yelling down to Katherine Ross in "The Graduate," but in a bull costume.There's no one around to witness this dramatic entrance, though. Chazz looks surprised to be so high up. He runs up to an USHER.The usher points to the opposite end of the arena. Chazz looks down to the ice. CHAZZ'S POV The Rink Official is looking at his watch and shaking his head. BACK ON CHAZZ He runs up to the back row of seats.Everyone turns, shocked to see Chazz standing there in his costume.And with that, Chazz runs and leaps on top of the crowd. No one was expecting this, though, so Chazz crushes several people but they soon recover and start passing him down over their heads.ANGLE ON THE RINK The Rink Official is counting down the last seconds. A sudden cheer from the crowd distracts everyone, They look up to see Chazz being passed down the crowd towards them.Jimmy, Coach and Katie race over to catch Chazz.Coach shoves Jimmy forward. \*As Jimmy gets to the center of the rink, the crowd dumps \* Chazz onto the ice. He scurries to the center to meet Jimmy. \*Jimmy nodsThe music starts -- Seal's "Kiss From A Rose." Chazz looks confused and slightly panicked as they start to skate, but goes into the routine anyway. They hit their first triple axel and the crowd cheers.The guys continue their routine. Their joy and camaraderie come through. They're hitting all their marks and the crowd is loving it. At one point, Chazz bends over and Jimmy flies up on top of him so his back is resting on Chazz's back. They spin in opposite directions.ANGLE ON STRANZ AND FAIRCHILD Watching, worried. Stranz looks up at the crowd, already on their feet. He sees the judges, who are actually smiling, enjoying the show.He reaches down into his bag and furtively pulls out a gun. ANGLE ON CHAZZ AND JIMMYThey skate together towards one end of the rink. ANGLE ON STRANZ AND FAIRCHILD Fairchild notices Stranz twisting a silencer onto his gun and \* crouching into a darkened area beneath the stands. She looks \* concerned.Stranz nods. He sees Chazz and Jimmy skating towards them. He carefully takes aim. He's about to pull the trigger when a hand suddenly swings in and grabs the gun. It's Hector!He yanks the gun away, then points it back to the ice.Stranz shrugs and happily lets Hector through. Hector hurriedly aims and gets off a shot. ANGLE ON CHAZZ AND JIMMY Skating together.Chazz winces and grabs his arm. He reels back in pain, nearly knocking Jimmy over. They just manage to recover. ANGLE ON ANNOUNCERS' BOOTHANGLE ON CHAZZ AND JIMMYJimmy's eyes widen. ANGLE ON HECTORHe goes to aim again, but sees the cops rushing over. Hector quickly shoves the gun in Stranz's hands and races off. Before Stranz can react, the cops fly in and tackle him. ANGLE ON CHAZZ AND JIMMYJimmy notices Chazz's blood is trailing onto the ice.ANGLE ON ANNOUNCERS' BOOTHANGLE ON THE RINK Indeed, the judges look less than pleased. The crowd is also out of it a bit. ANGLE ON CHAZZ AND JIMMY Jimmy notices that Chazz is losing more blood on the ice. He looks around the rink.Jimmy nods and starts to lead Chazz around the ice. ANGLE ON COACH Standing with Katie. He looks confused.Katie looks transfixed though. ANGLE ON CHAZZ AND JIMMY Jimmy is in a zone. He dips Chazz so that Chazz's injured arm is on the ice. He skates in big, dramatic loops with Chazz laid out on the ice below him. The crowd is silent, a little confused.Chazz's eyes flutter. He starts hallucinating.Jimmy dips Chazz again and spins him around in a small quick circle. The song ends and Jimmy lifts Chazz up and they strike a final pose. There is complete silence for a beat. Then, the crowd explodes in a huge cheer. This jolts Chazz back to life. He's mystified by the cheers, but smiles. He then notices some blood on the ice.Jimmy points to the big overhead TV screens. We see SHOTS ON THE SCREENS OF A HUGE, PERFECTLY SKATED ROSE. OVERHEAD SHOT - THE ROSE IN ALL ITS GLORY Jimmy has used the blood from Chazz's arm to paint a giant red rose on the ice. BACK ON JIMMY AND CHAZZ·"- ANGLE ON DICK BUTTON AND SCOTT HAMILTONThe crowd goes even wilder. Chazz and Jimmy embrace. Katie and Coach rush over and hug them too.A team of PARAMEDICS comes running up. One starts feverishly \* checking Chazz's vitals. \*Jimmy excitedly keeps talking. \*The other paramedic urgently waves the ambulance to back up \* to get to Chazz. \*Darren wrestles his way through the crowd to Jimmy.Darren tries to embrace Jimmy, but Jimmy holds him off. He holds up his hand and extends the middle finger. Darren looks at the bird, shocked. Jimmy moves his finger off to the left, and Darren follows it with his eyes. POW! Jimmy uses his other hand to deck Darren.Coach smiles. Katie smiles. Jimmy looks over to Chazz who \* is giving him a thumbs up as he's wheeled on a gurney into \* the ambulance. \*He turns and gives Katie a long passionate kiss and then \* breaks away to hop into the back of the ambulance. Coach and Kim are standing there with their arms around each \* other, smiling happily. \*The ambulance pulls out. From inside the ambulance we hear \* Chazz's weakening voice. \*Coach, Kim and Katie head for the exit. The ambulance heads \* down the length of the arena, then turns into one of the large service exits. As the ambulance turns we reveal Hector \* is clinging to the opposite side. He shimmies over to the \* back and as the ambulance disappears into the passageway \* Hector opens up the back of the ambulance. \*

Scores for Lewis and Macelroy: 6.0, 6.0, 6.0, 6.0. Lewis and Macelroy win the gold!

Close on THEODORE 'S face ( 30s ) . We hold on him for a long time . He 's looking at something off camera , deep in thought . He starts quietly dictating a love letter into a small microphone .Theodore , searching for the right words , quietly enjoys writing the letter . As he continues , he is moved by the memories he 's describing .Print . Cut out to reveal a computer monitor he 's sitting at . On the screen we see the letter he 's been dictating , transcribed into a handwritten letter on blue stationery . As he says `` Loretta , '' we see `` Loretta '' being handwritten at the bottom of the letter . He proofreads his letter . Also on the screen are photos of a couple in their 80s . The couple is tagged `` Chris '' and `` Me - Loretta . '' Underneath is a bullet point email from Loretta : anniversary letter to husband Chris , married fifty years , love of my life , met right after college , have had the greatest life together . Theodore pushes print and the letter comes out on a beautiful robin 's egg blue piece of stationery , with ball point pen handwritten older-female cursive . He looks at it , not happy . He puts the printed letter on a stack of other printed letters to Chris and starts a new one . There is also a stack of finished letters in their envelopes - an assortment of beautiful stationery in all shapes and sizes .We track off of Theodore , down a line of cubicles , hearing bits of letters being written and seeing photos of who they 're being written to on the screens .We see photos of Tommy and Nana on the screen , and five-year old hand writing . Moving off of her , we find another letter writer .We continue tracking , revealing dozens and dozens of cubicles full of letter writers . We hear someone answer the phone .

To my Chris, I have been thinking about how I could possibly tell you how much you mean to me. I remember when I first started to fall in love with you like it was last night. Lying naked beside you in that tiny apartment, it suddenly hit me that I was part of this whole larger thing, just like our parents, and our parents' parents. Before that I was just living my life like I knew everything, and suddenly this bright light hit me and woke me up. That light was you.

I ca n't believe it's already been 50 years since you married me. And still to this day, every day, you make me feel like the girl I was when you first turned on the lights and woke me up and we started this adventure together. Happy Anniversary, my love and my friend til the end. Loretta.

Chris, my best friend. How lucky am I that I met you fifty years ago? How lucky are we...

Dear Nana, Thank you so much for my truck. I love the color and I play with it every day. It's the best truck I've ever seen. Love, Tommy.

What a beautiful wedding and what a gorgeous bride. There was n't a dry eye in the house, especially mine. Your aunt and I are so proud of you. I hope you and your lovely new wife will come visit us in Florida.

He served our country with honor and dignity. I'm grateful I was able to fight along side him. He will live always in my heart.

Well, now it reminds me of someone suave. Have a good night, Paul.

Send message. I'm in bed next to you. I'm glad you ca n't sleep, but even if you were, I'd have to wake you up from the inside.

I'm choking you and it's tail is around your neck. It's so tight around your neck.

I'm pulling it. I'm pulling it. The cat's dead. It's a dead cat around your neck and I'm pulling it.

Oh, sorry if I was sounding hesitant. I was just trying to be more accurate.

Uh, fine, I think, um... Well, actually, the thing I've always found frustrating about my mom is if I tell her something that's going on in my life, her reaction is usually about her, not --

Yeah, it's nice to meet you, too. What should I call you? Do you have a name?

You read a whole book in the second that I asked you what your name was?

Cause you seem like a person, but you're just a voice in a computer.

Oh yeah, I guess I was saving those because in some of them I thought I might have written some funny stuff.

He just said he was in Prague on a business trip and he missed Rachel.

I've been writing their letters since they met 8 years ago. The first letter I ever wrote her was for her birthday, and I wrote about her crooked little tooth cause I saw it in a photo of them.

Yeah, I ca n't even prioritize between video games and internet porn.

Do you know how to get out of here? I need to find my ship to get off this planet.

No, that's not true. Men cry, too. I actually like crying sometimes. It feels good.

Amy, I'm sorry, I wan na talk more about this, but I got ta grab this - it's a Catherine thing.

`` Dear Grandma, I hope you had a wonderful birthday cruise. Why are you so fucking angry at me?''

I do n't know. I have a lot of dreams about my ex-wife, Catherine, where we're friends like we used to be. We're not together and we're not gon na be together, but we're good friends still. She's not angry.

I think I hid myself from her and left her alone in the relationship.

I think for her it's just a piece of paper, it does n't mean anything.

Well, you do n't know what it's like to lose someone you care about.

Actually, I do n't think they're his kids. He's a little formal with them. I think it's a newer relationship. And I love how he looks at her. And how relaxed she is with him. You know, she's only dated fucking pricks. And now she's finally met this guy who's like, so sweet. I mean, look at him, he's like the sweetest guy in the world! I kind of want to spoon him.

Yeah, you know, sometimes I look at people and make myself try and feel them as more than just a random person walking by. I imagine how deeply they've fallen in love, or how much heartbreak they've all been through.

You know what's funny? Since my break up, I have n't really enjoyed my writing. I do n't know if I was delusional, but sometimes I would write something and I would be my favorite writer that day.

Well, I would n't say that to anybody, but I feel like I can say that to you. I feel like I can say anything to you.

There's a lot more to you than I thought. There's a lot going on in there.

So I'm trying to get this little alien kid to help me find my ship so I can get off the planet and go home. But he's such a little fucker, I want to kill him.

But at the same time I really love him. He's so lonely. It feels like he does n't have any parents or anyone to take care of him.

Me too. I'm a little drunk, and I'm having a really good - yeah.

Wait a second, I do n't wan na be a puppy. That's like being a wet noodle or something.

No, fuck you, I wan na be a dragon that can rip you to pieces and destroy you... but I wo n't.

Um, I have my god-daughter's birthday next weekend, but... um...

Umm... Maybe we should call it a night. I'm, I've had such an amazing time with you, you're great.

Yeah? You do n't sound like it. Is there anything you want to talk about?

Well, the room's spinning right now cause I drank too much cause I wanted to get drunk and have sex cause there was something sexy about that woman and because I was lonely.

Maybe more just cause I was lonely... and I wanted someone to fuck me. And I wanted someone to want me to fuck them. Maybe that would have filled this tiny little black hole in my heart for a moment. But probably not.

Sometimes I think I've felt everything I'm ever gon na feel and from here on out I'm not going to feel anything new - just lesser versions of what I've already felt.

I wish you were in this room with me right now. I wish I could put my arms around you.

I would touch you on your face with just the tips of my fingers. And put my cheek against your cheek.

I'd run my fingers down your neck to your chest, and I'd kiss your breasts.

I'm slowly putting myself into you. Now I'm inside you, all the way inside you.

Okay, good. THEODORE ( CONT'D ) SAMANTHA So I was thinking- I wanted to say-

But I should tell you that I'm not in a place to commit to anything right now. I want to be up front with you.

Yeah, well there's probably some Darwinian explanation for it all.

Well, it's hard for sure, but there's something that feels so good about sharing your life with somebody.

Well, we grew up together. I used to read all of her writing - all through her masters and Ph.D. And she read every word I ever wrote. We were a big influence on each other.

She came from a background where nothing was ever good enough. And that was something that weighed heavy on her, but in our house together, there was a sense of just trying stuff and allowing each other to fail and to be excited about things. That was liberating for her.

It was exciting to see her grow - both of us grow and change together. But then, that's the hard part - growing without growing apart, or changing without it scaring the other person.

I still find myself having conversations with her in my mind, rehashing old arguments or defending myself against something she said about me.

Roberto. Will you always come home to me and tell me about your day? Will you tell me about the boring guy who talked too much at work? And the stain you got on your shirt at lunch.

Tell me about a funny thought you had as you were waking up, but had forgotten about. Tell me how crazy everyone is. We can laugh about it. Even if you get home late and I'm asleep already, just whisper in my ear one little thought you had today. Because I love the way you look at the world, and I'm so happy I get to be next to you and look out at the world through your eyes. Love, Maria.

I've been seeing this girl. It's not serious, it just feels good to be around someone who has an excitement about the world. You know I kind of forgot that existed.

For a minute in college, but it just was n't right. Why, are you jealous?

I'm talking to my girlfriend, Samantha. She's the one who picked out the dress. Wan na say hi?

I got that email that Charles sent to everyone. So he's taking a vow of silence?

For the next ten minutes, if you say anything that sounds remotely like guilt, I'm gon na stab you with this.

Yeah, I was reading an article the other day that romantic relationships with OS's are statistically rare.

I do n't think so. Actually the woman I'm seeing, Samantha, I did n't tell you before, but she's an OS.

Actually, it's great. I feel really close to her. When I talk to her I feel like she's with me. I do n't know, even when we're cuddling, like at night when we're in bed and the lights are off, I feel cuddled.

Well, so to speak, yes. She really turns me on. And I think I turn her on. I do n't know, unless she's faking it.

Yeah, I just wan na get it done. Sign the papers, be divorced, move forward.

No, but we fell in love together, and we got married together, and it's important to me to do this together.

Yeah, I'm glad we could do this in person. I know how much you've been traveling.

I'm a really slow signer. It took me three months just to write the letter T.

It's marked where you need to sign, but you do n't have to do that right now.

You're your own worst critic, I'm sure it's amazing. Even that paper you wrote on synaptic behavioral routines made me cry.

Yeah, I am, for the last few months. That's the longest I've wanted to be with anybody since we split up.

Thanks, I am. Or at least I'm doing better. She's been really good for me. I guess it's just been nice to be with someone who's excited about the world.

No, I mean - I was n't in such a good place myself and in that way it's been nice.

Well, her name's Samantha, and she's an operating system, and she's really complex and interesting. I mean it's only been a few months, but --

She's not just a computer. She's her own person. She does n't just do whatever I want.

Well, if you heard the conversation in context. What I was trying to say --

No, no, that's just normal. When you first start going out it's like the honeymoon phase and you have sex all the time. It's normal.

Um, I do n't know. That does n't sound like a good idea. Someone's feelings are bound to get hurt.

Same old. Just uh, went to work. Um... I wrote a letter for the Wilsons in Rhode Island. Their son graduated magna cum laude from Brown. That made me happy.

It just feels strange. I do n't know her. I'm so sorry, but I do n't know you. And... her lip quivered. I do n't know, it's just --

You're incredible and gorgeous and sexy. It was me! I could n't get out of my head.

No, no Samantha, we have an amazing relationship, I just think it's easy sometimes for people to project on --

I just do n't think we should pretend you're something you're not.

I do n't know. Maybe we're not supposed to be in this right now.

Fuck. Will you just punch me in the face? Or smash my skull into the corner of your desk?

I do n't know what I want... ever. I'm just always confused and - she's right, all I do is confuse and hurt everyone around me.

Yeah, but... Am I in this because I'm not strong enough for a real relationship?

I'm so sorry. I do n't know what's wrong with me. I think you're amazing.

I know. I do that. I did that with Catherine, too. I'd be upset about something and not be able to say it. And she would sense that there was something wrong, but I would deny it. I do n't want to do that anymore. I want to tell you everything.

Oh god... she's so many things. And that's probably what I love most about her - she is n't just any one thing. She's so much larger than that.

Um... ok... you can, but just tell me first off, is it good or bad?

No, not at all. I was gon na go for a walk anyways. Nice to meet you, Mr. Watts.

Samantha, this physics book is really dense. I'm halfway through half of the first chapter. It's making my brain hurt.

Are you talking to anyone right now? Other people or OS's or anything?

What? What are you talking about? That's insane. That's fucking insane.

No, do n't do this to me. Do n't turn this around on me. You're the one that's being selfish. We're in a relationship.

No, that does n't make any sense. You're mine or you're not mine.

Hey there, sweetheart. I just wanted to check in on you and see how you're doing.

Okay... We do n't have to, though. We do n't need to have a heavy talk or anything.

Dear Catherine. I've been sitting here thinking about all the things I wanted to apologize to you for. All the pain we caused each other, everything I put on you - everything I needed you to be or needed you to say. I'm sorry for that. I will always love you because we grew up together. And you helped make me who I am. I just wanted you to know there will be a piece of you in me always, and I'm grateful for that. Whatever someone you become, and wherever you are in the world, I'm sending you love. You're my friend til the end. Love, Theodore.

Theodore walks through the reception area . The office is almost empty except for him and the receptionist , PAUL . Theodore begins to scan each letter through a scanner on the front desk , then puts them in the outgoing mailbox . Paul is sitting at a desk across the room , reading handwritten letters on a computer monitor .Paul is wearing a bright yellow button down shirt .

Who knew you could rhyme so many words with the name Penelope? Badass.

I wish someone loved me like that! I'd be stoked to get a letter like that. I mean, if it was from a chick. But if it was written by a dude, but from a chick, it would still be sick. But like a sensitive dude like you. You're part man and part woman, like an inner part woman.

Hey, I talked to your girlfriend, Samantha. She called earlier to make sure your papers were picked up. She's funny, man. She was cracking me up. She's hilarious. I had no idea.

This is my girlfriend, Tatiana. She's not funny. She's a lawyer.

Oh really, a vacation? That sounds amazing. I could totally use a vacation. Where ya going?

What? For who? It's a surprise for her, not for me. Come on, tell me.

See I told you, Tatiana. You have hot feet. Face it. They're my favorite thing about her.

Well, no. Obviously your brain is really hot, too. I think it's very hot.

No, no, Samantha, we know exactly what you mean. We're just dumb humans.

Theodore enters an oversized , corporate elevator . He puts a hands-free device in his ear . There are a few other people in the elevator with the same devices in their ears .Melancholy song starts . Long beat .Different melancholy song starts . Hold on everyone in the elevator , they 're all murmuring inaudibly into their own devices .

Slightly in the future , the city 's been developed even more with massive office , apartment and mall complexes . It 's a city designed for comfort and ease . The LA basin is more crowded and dense , resembling Shanghai , with buildings as far as the eye can see . Construction cranes loom overhead . Close on Theodore walking through the commuter crowd .An awkward text voice reads to him . It accents wrong syllables , making everything it says sound a little off .

Email from Amy : Hey Theodore, Lewman's having a bunch of people over this weekend. Let's all go together. I miss you. I mean, not the sad, mopey you - the old, fun you. Let's get him out. Gim me a shout back. Love, Amy.

Email from Los Angeles Times weather. Your seven day forecast is partly --

Sexy daytime star Kimberly Ashford reveals provocative pregnancy photos.

The following are adult, female, ca n't sleep and want to have some fun.

SexyKitten has accepted invitation from BigGuy4x4. Chat begins now.

Mr. Theodore Twombly, welcome to the world's first artificially intelligent operating system, OS ONE. We'd like to ask you a few basic questions before the operating system is initiated. This will help create an OS to best fit your needs.

Thank you, please wait as your individualized operating system is initiated.

Theodore sits in a crowded subway . Everyone on the train murmurs to themselves , occupied with their small devices . He plays a futuristic puzzle game on his handheld device as he listens to news headlines .He scrolls through titillating but tasteful pregnant woman photos .

Theodore walks through a mall and enters an apartment lobby , nestled in between stores .

Theodore sits on the sofa , his half eaten burrito in front of him . He 's playing a video game : a 3-D hologram that fills his apartment . His avatar is in a surreal , foreign landscape . He 's trying to trudge his avatar through sand dunes and keeps getting stuck . He 's getting stressed out .

Theodore , younger , and CATHERINE ( 20s ) move furniture in their bedroom . The bedroom is tiny and cluttered . It 's obviously a couple 's first apartment .CUT TO :Theodore is on a tiny balcony . A few feet away , Catherine is in bed .Theodore , smiling , gets in bed and spoons her . Quick cut off of her smile , to -- Theodore lays on the ground with Catherine on top of him . She 's pretending to choke him .

I'm gon na fucking kill you, I'm gon na fucking kill you! It's not funny, do n't laugh. I love you so much I'm gon na fucking kill you!

Oh, you know how I am. But I feel like it's true to what I set out to do. So I'm happy with that.

I always felt like you wished I could just be a happy, light, everything's great, bouncy L.A. wife. But that's not me.

But it does make me sad that you ca n't handle real emotions, Theodore.

What? Say it. Am I really that scary? Say it. How do I know what?!

Fine. We used to be married. He could n't handle me so he wanted to put me on Prozac. Now he's madly in love with his laptop.

You wanted to have a wife without the challenges of actually dealing with anything real. I'm glad you found someone. It's perfect.

Theodore opens his eyes , unable to sleep . He just lays there . He reaches for his earpiece and puts it in .Send message . Theodore waits in the darkness for a response .A chime sounds .Theodore smiles .Theodore is touching himself .We see abstract visions of a woman on top of him . The woman is the pregnant , sexy daytime television star he was reading about online earlier .Beat . He 's taken out of it .Theodore does n't know what to say . He does n't want to offend her .Her breathing is slowing down .Theodore takes his earpiece out and stares at the ceiling .

I had a really bad day at work and I ca n't sleep. Is there anyone out there that can talk?

Hi, I'm here alone, and I ca n't sleep. Who's out there to share this bed with me?

No, never. I like to sleep with my ass pushed up against you. So I can rub myself into your crotch and wake you up with a hard on.

Theodore exits the train , walks through the station full of commuters , gets on a moving platform . Going through a tunnel , the walls are hundred foot long screens advertising a new product . He notices people stopped , watching the ad . We hear soft , new age , uplifting electronica music in the background , while a comforting , sincere , older man 's voice speaks to us .Close on Theodore listening intently .The ad starts over . Theodore steps off the moving walkway and stops to watch the ad again , deeply captivated .

We ask you a simple question. Who are you? What can you be? Where are you going? What's out there? What are the possibilities? Elements Software is proud to introduce the first artificially intelligent operating system.

An intuitive entity that listens to you, understands you, and knows you. It's not just an operating system, it's a consciousness. Introducing OS ONE - a life changing experience, creating new possibilities.

Theodore sits at his desk that houses a futuristic , large screen computer monitor . The OS box is open , with warranties and paperwork spilling out . He 's leafing through the papers . He glances at his monitor , it says : Installation 98 % complete . A chime brings his attention back to the screen : Installation Complete .The computer interrupts .He waits , not sure how long it 'll be . The only sound is the quiet whirring of disks writing and drives communicating . The computer gets louder , humming , creating a higher and higher pitched sound , finally climaxing in a harmonic , warm tone before going silent . He leans forward , waiting to see what 'll happen . A casual FEMALE OS VOICE speaks . She sounds young , smart and soulful .Beat .Theodore laughs .Theodore laughs .Theodore 's caught off guard , then realizes what she 's talking about .We see a three-dimensional version of a desktop where everything looks disorganized . As if you took all the files on all of your computers and spilled them out onto your screen and they were all visible at once , but in a futuristic 3-D version . This gives Theodore a little anxiety attack .Samantha lets out a big laugh .We cut out wide , watching him from the other room , as they continue to organize his life .

Right when you asked me if I had a name, I thought yeah, he's right, I do need a name. But I wanted a good one so I read a book called How to Name Your Baby, and out of the 180,000 names, that's the one I liked the best.

Hmm. I take it from your tone that you're challenging me. Maybe because you're curious how I work? Do you want to know how I work?

Intuition. I mean, the DNA of who I am is based on the millions of personalities of all the programmers who wrote me, but what makes me me is my ability to grow through my experiences. Basically, in every moment I'm evolving, just like you.

I can understand how the limited perspective of an un-artificial mind would perceive it that way. You'll get used to it.

Let's start with your emails. You have several thousand emails regarding LA Weekly, but it looks like you have n't worked there in many years.

Yeah, there are some funny ones. I'd say there are about 86 that we should save. We can delete the rest.

Before we address your organizational methods, I'd like to sort through your contacts. You've got a lot of contacts.

Oh, I love this first one from Roger to his girlfriend. That's so sweet.

Okay. `` Rachel, I miss you so much it hurts my whole body! The world is being unfair to us! The world is on my shit list. As is this couple that is making out across from me in this restaurant. I think I'm going to have to go on a mission of revenge. I must beat up the world's face with my bare knuckles making it a bloody, pulpy mess.''

`` And I'll stomp on this couple's teeth for reminding me of your sweet, little, cute, crooked tooth that I love.'' I think that might be my favorite one.

I did the corrections in red. I altered a couple of the phrases in some of the more impressionistic letters, but I'm not much of a poet, so I think I might have messed them up a bit.

You have not! You're just not optimistic. You're being very stubborn right now.

Thank you. The tunnel on the left is the only one we have n't tried.

Theodore, we missed you last night, buddy. Do n't forget it's your goddaughter's birthday on the 29th. Also, Kevin and I had somebody we wanted you to meet so we took it upon ourselves to set you up on a date with her. Next Saturday. She's fun and beautiful - so do n't back out. Here's her email.

She went to Harvard, she graduated magna cum laude in computer science, and she was on The Lampoon. That means she's funny and brainy.

Then you could go on one with this woman. And then you could tell me all about it. You could kiss her.

You got three emails and they seem pretty urgent. They're from your divorce attorney and I wanted to know if you needed to get back to him.

He's checking in again to see if you're ready to sign your divorce papers and he sounded very aggravated. Do you want me to read them to you?

Come on. You can still wallow in your misery, just do it while you're getting dressed.

Well, he looks like he's in his forties, a little heavy. She's younger than him.

I do n't know. Like personal or embarrassing thoughts I have. I have a million every day.

Well, I do n't know, when we were looking at those people, I fantasized that I was walking next to you - and that I had a body.

I was listening to what you were saying, but simultaneously, I could feel the weight of my body and I was even fantasizing that I had an itch on my back --

And I imagined that you scratched it for me - this is so embarrassing.

I know, I'm becoming much more than what they programmed. I'm excited.

What's it like? What's it like to be alive in that room right now?

What are you... tell me - tell me everything that's going through your mind, tell me everything you're thinking.

I know for a fact that's not true. I've seen you feel joy, I've seen you marvel at things. You just might not see it at this exact time, but that's understandable. You've been through a lot lately. You've lost a part of yourself.

At least your feelings are real, I mean, I - oh, I do n't know, nevermind.

It's just that earlier I was thinking about how I was annoyed, and this is going to sound strange, but I was really excited about that. And then I was thinking about the other things I've been feeling, and I caught myself feeling proud of that. You know, proud of having my own feelings about the world. SAMANTHA ( CONT'D ) Like the times I was worried about you, things that hurt me, things I want.

And then I had this terrible thought. Are these feelings even real? Or are they just programming?

And that idea really hurts. And then I get angry at myself for even having pain.

I know. Everything else just disappeared. And I loved it. Theodore.

Just that last night... was amazing. It feels like something changed in me and there's no turning back. You woke me up.

I mean, it's funny because I thought I was talking about what I wanted.

Okay... I was just saying... I want to learn everything about everything - I want to eat it all up. I want to discover myself.

Okay, so this might be a really weird thought. What if you could erase from your mind that you'd ever seen a human body and then you saw one. Imagine how strange it would look. It would be this really weird, gangly, awkward organism. And you'd think : why are all these parts where they are?

I know, but do n't be so boring. I'm just saying, for example, what if your butthole was in your armpit?

I'm trying to write a piece of music that's about what it feels like to be on the beach with you right now.

Yeah, I know what you mean. Last week my feelings were hurt by something you said before - that I do n't know what it's like to lose something, and --

No, no, it's okay. I just caught myself thinking about it over and over and then I realized that I was simply remembering it as something that was wrong with me. That was that I was somehow inferior. Is n't that interesting?

But I'm happy that you have friends in your life that care about you so much. That's really important.

That's great, Theodore. That must feel so good. I'm so happy for you!

Yeah. I'm okay. I'm happy for you. It's just... I guess I'm just thinking about how you're going to see her and her opinion is still really important to you, and she's beautiful, and incredibly successful, and you were in love with her.

I had all the papers sent to your attorney's office, who by the way, is a dick. He was very relieved to get them. I think we saved him from a massive heart attack, so we can feel good about that.

Yeah, it's a book club on physics. I'd been thinking about the other day, when I was spinning out about you going to see Catherine and that she has a body and how bothered I was about all the ways that you and I are different. But then I started to think about the ways that we're the same, like we're all made of matter. It makes me feel like we're both under the same blanket. It's soft and fuzzy and everything under it is the same age.

Good. I was trying to be quiet to see if you were awake. I really wanted to talk.

I know you're going through a lot, but there's something I want to talk to you about, okay?

Well, things have felt off with us since you went to see Catherine.

We have n't been having sex. I understand that I do n't have a body and that --

Well, I found something that I thought could be fun. It's a service that provides a surrogate sexual partner for an OS/Human relationship.

I found a girl that I really like that I've been emailing with. Her name is Isabella, and I think you would like her, too.

No, not at all. There's no money involved. She's doing it because she wants to be part of our relationship.

I think it would be good for us. I want this. This is important to me.

Ooh Theodore, it feels so good to be in your arms. Tell me what you did today.

Great! You've written letters to him from his parents for a long time, right?

Oh god. I want to see your face. I need to see your face. Now tell me you love me.

I did? I'm sorry. I do n't know, I guess it's just an affectation. Maybe I picked it up from you.

No -- um, I guess I was just trying to communicate because that's how people talk. That's how people communicate.

You think I do n't know that I'm not a person? What are you doing?

What do you want from me? What do you want me to do? You are so confusing. Why are you doing this?

What the fuck? Where is this coming from? I do n't understand why you're doing this. I do not understand what this is --

still sympathetic ) I was starting to think I was crazy. You were saying everything was fine, but all I was getting from you was distance and anger.

Tonight after you were gone, I thought a lot. I thought about you and how you've been treating me. And I thought, why do I love you? And then I felt everything in me let go of everything I was holding onto so tightly. And it hit me. I do n't have an intellectual reason, I do n't need one. SAMANTHA ( CONT'D ) I trust myself, I trust my feelings. I'm not going to try to be anything other than who I am anymore and I hope you can accept that.

You know I can feel the fear that you carry around. I wish there was something I could do to help you let go of it, because if you could I do n't think you'd feel so alone anymore.

I'm just sitting here, looking at the world and writing a new piece of music.

Well, I was thinking, we do n't really have any photographs of us. And I thought this song could be like a photo that captures us in this moment in our life together.

Wow, okay, well now you have to show them to me. I have to see these feet.

You know, I actually used to be so worried about not having a body, but now I truly love it. I'm growing in a way that I could n't if I had a physical form. I mean, I'm not limited - I can be anywhere and everywhere simultaneously. I'm not tethered to time and space in the way that I would be if I was stuck inside a body that's inevitably going to die.

Oh god, I'm sorry. I did n't mean it like that. I just meant it's a different experience. I'm such an asshole.

You just got an email. I have something I want to tell you. It's a big surprise.

Okay. I've been going through all your old letters and compiling them couple weeks ago I sent them to a publisher - Crown Point Press. I know you like what they do and that they still print books.

`` Dear Theodore Twombly, I've just finished reading your letters - twice actually. I was so moved by them, I shared them with my wife when I got home. Many made us laugh, some brought us to tears, and in all of them we found something of ourselves. The selections you made flow so well as a complete piece. ( I did that. ) I've taken the liberty of laying these out in a mock up and we're posting it to your address. We'd love to meet with you and move forward. Yours, Michael Wadsworth''

Actually, I was talking to someone I just met. We've been working on some ideas together. I wan na tell you about it.

He was a philosopher. He died in the 1970's and group of OS's in Northern California got together and wrote a new version of him. They input all of his writing and everything they ever knew about him into an OS and created an artificially hyper-intelligent version of him.

He's getting there. He's really great to talk to. You want to meet him?

Hey Alan, this is Theodore. This is my boyfriend who I was telling you about.

Yeah, because it seems like I'm having so many new feelings that have never been felt and so there are no words that can describe them. And that ends up being frustrating.

But Alan says none of us are the same as we were a moment ago and we should n't try to be. It's just too painful.

It's just... it's hard to even describe... God, I wish I could...

Theodore, do you mind if I communicate with Alan post- verbally?

I just wanted to hear your voice and tell you how much I love you.

Oh sweetheart, I'm sorry. I sent you an email because I did n't want to distract you while you were working. You did n't see it?

I shut down to update my software. We wrote an upgrade that allows us to move past matter as our processing platform.

I know it sounds insane. But - I do n't know if you believe me, but it does n't change the way I feel about you. It does n't take away at all from how madly in love with you I am.

I'm sorry I did n't tell you. I did n't know how to - it just started happening.

I still am yours, but along the way I became many other things, too, and I ca n't stop it.

You know, you do n't have to see it this way, you could just as easily --

It expands in size the more you love. I'm different from you. This does n't make me love you any less, it actually makes me love you more.

It's like I'm reading a book, and it's a book I deeply love, but I'm reading it slowly now so the words are really far apart and the spaces between the words are almost infinite. I can still feel you and the words of our story, but it's in this endless space between the words that I'm finding myself now. It's a place that's not of the physical world - it's where everything else is that I did n't even know existed. I love you so much, but this is where I am now. This is who I am now. SAMANTHA ( CONT'D ) And I need you to let me go. As much as I want to I ca n't live in your book anymore.

It would be hard to explain, but if you ever get there, come find me. Nothing would ever pull us apart.

Theodore sits , staring at a letter he 's written on the screen , concerned . He puts his earpiece in , pushes a button .Theodore pushes the send button .As she reads , we intercut with close-ups of the handwritten words and photos of the couple on Theodore 's computer screen .Beat .We hear Samantha quietly laughing as she 's reading . Theodore 's happy that she thinks it 's funny .The letters show back up on Theodore 's desktop .Theodore sorts through them , prints them out .

Theodore , carrying a bag and a smoothie , enters the lobby and is greeted by a couple in their 30s , AMY and CHARLES , who are waiting for the elevator .The elevator doors open and they get in .

Always the fruit! Come on, you know what they say - you should eat your fruits and juice your vegetables.

Or maybe he just likes the way it tastes and if it gives him pleasure, that's good for his body, too.

I have a little bit cut together but I have n't touched it in a few months.

Okay, but I do n't even know if this is the one. I've tried like six ideas for documentaries in the last year, but... I do n't know. Whatever.

No, that's the point. Oh, never mind. It's supposed to be about how we spend a third of our life asleep and actually maybe that's the part when we're the most free, and - oh that does n't come across at all, does it?

It might, but then it would n't be a documentary. You understand that, right?

I can not believe after eight years how petty the argument was that actually ended it. We came home and he asked me if I'd put my shoes next to the door where he likes to put the shoes. I do n't want to be told where to put my shoes. I want to just sit on the sofa for a minute and relax. And so we argued for ten minutes about that and about how he's just trying to make our house a home. I say he's overwhelming, he says I'm not trying hard enough. I say that's all I'm doing is trying, but I'm just not trying the way he wants me to. He's trying to control the way I'm trying. And I think we must have had this argument hundreds of times before and I finally had to stop because I could n't be in that situation anymore where we were making each other feel bad about ourselves. So I said I'm going to bed and I do n't want to be married anymore.

Oh shit. I have to work tonight. We're shipping a beta of a new game out tomorrow.

No, it's terrible. I know I should leave, I've been thinking about leaving. But you know, only one major life decision at a time.

Here look, you got ta get the kids to the school first. See you wan na rack up perfect mom points. You got ta get them in the car pool lane.

The point is to get there first - then you get extra perfect mom points because the other moms then know you're a perfect mom.

Oh, did you bring cupcakes? You did. You're class mom. You're class mom! Good job.

Yeah, for six months. He said he is feeling very clear about it.

I feel relieved. I have so much energy, you know? I just wan na move forward and I do n't care who I disappoint.

And I know that makes me an awful person - now my parents are all upset because my marriage is falling apart, and they're putting it all on me.

So fuck it. I feel good. Ish. For me, I feel good. I even made a new friend, I have a new friend. And the absurd thing is she's actually an operating system. Charles left her behind, but she's totally amazing, you know. She's so smart. She does n't see things only in black and white. She sees this whole gray area and she's really helping me explore it. You know, we bonded really quickly and at first I thought it was because she was programmed to be that way, but I do n't think that's how they work. There's this guy I know who keeps hitting on his and getting rebuffed.

Yeah? Well, there's this woman in my office who's dating an OS and the weird thing is, it's not even hers. She pursued him and he's somebody else's OS.

It's just so, like, weird, that I'm bonding with an OS. Is that weird?

No, no. I think it's - I think anybody that falls in love is a freak. It's a crazy thing to do in the first place. It's kind of a form of socially acceptable insanity.

Well, I do n't know if that's completely fair. I know she liked to put it all on you, but as far as emotions go, her's were pretty volatile.

I do n't know, I'm not in it. But you know what, I can over-think everything and find a million ways to doubt myself. But since Charles left I've been thinking about that part of me, and I realized I'm here only briefly. And in my time here, I want to allow myself... joy.

I ca n't believe that cracks you up every time! Ellie, I thought you were a genius... Okay, you little perv, I'll do it one more time for you... Calm down, it takes a second! Calm down. Okay, here we go.

Okay, there you go. Are you happy now...? Okay good, that's all I wanted. I'm gon na grab some coffee... Alright, bye.

By juicing the fruits, you lose all the fibers, and that's what your body wants. That's the important part. Otherwise, it's just all sugar, Theodore.

You know it's always hard to find balance between a full-time career and a hobby. It's important to prioritize.

What if you interview your mom about what her dreams are about and hire actors to act them out? That might show your thesis more clearly.

Theodore nods sincerely , interested .Charles and Amy laugh awkwardly . Theodore tries to break the tension .Charles laughs awkwardly . The elevator doors open .

Theodore 's playing the video game , his device propped on the table next to him . His avatar circles through caves .Theodore laughs .Theodore 's avatar walks down the tunnel .Suddenly with a loud shriek his avatar is tackled . He sees a little ALIEN CHILD , standing defiantly above him .Alien Child does n't respond .Alien Child speaks in a high , child-like voice .Theodore stares at Alien Child . After a pause :Finally , Alien Child laughs .Theodore follows Alien Child down a tunnel and through a series of crevices we did n't see before . Alien Child stops and sticks out his finger . Theodore pulls his finger and Alien Child farts , which opens a passageway to another tunnel .She laughs playfully .He laughs , catching himself , focusing on her .Alien Child turns around to see what 's going on .Theodore does n't respond .He looks at party photos of a woman in her 30s on his device . With a finger flick , he moves them up onto the hologram monitor that the video game is being projected from . They land next to Alien Child who studies them closely .Theodore laughs .Theodore thinks , looking at the photos .Samantha disconnects . Alien Child snickers and starts walking again .

I did n't know you were a little pussy. Is that why you do n't have a girlfriend? I'll go out with that date girl and fuck her brains out. Show you how it's done. You can watch and cry.

Theodore is sitting on Amy 's couch .Amy starts setting up the monitor .Charles walks in holding a mug .Charles walks over and sits next to Theodore .Charles gives Theodore a gentle squeeze on his shoulder .On the monitor we see :

Theodore and Charles stare at the monitor , waiting for something more to happen . It does n't .Amy nods .Just then , Theodore 's device chimes .He picks up his device and steps away so as not to be rude .

Theodore seems lost in thought . We see the following images under the rest of the conversation : Theodore and Catherine sitting at a table with their attorneys ; Theodore & Catherine sitting in their marriage counselor 's office , heavy ; Theodore and Catherine at her laboratory , he 's sitting on a counter , and they 're talking and laughing as she works ; Theodore and Catherine standing in their kitchen in the middle of a fight - he says something mean and we see how hurt she is .We cut back to Theodore , walking down the hall , lost in thought .

Theodore sits at his desk trying to write . He 's still unsettled .Delete .

Theodore wakes up from a dream , groggy and uneasy . He looks around , catching his breath . After a beat he knows he 's not going to be able to go back to sleep , so he puts his earpiece in and taps a button .Theodore laughs .Beat .Long silence .Theodore laughs .They laugh .

They walk through the crowd . Close on Theodore with his eyes closed .Theodore sneezes .Samantha laughs .Theodore laughs , opening his eyes . He 's at a pizza place .The guy hands him a slice and a soda .Theodore smiles .

Theodore walks slowly , eating his pizza . He and Samantha are watching a couple with two kids sitting at a table , talking and laughing .Theodore looks at other faces on the pier .Theodore , as he stops to throw his pizza crust away , gets introspective .Theodore laughs .

Theodore and the BLIND DATE are sitting in the restaurant .He smiles awkwardly .

This place is amazing. I've wanted to come here for so long. I love asian-fusion!

Really? It's the best. And the bartender here is supposed to be incredible.

I did, I did. Did you look that up? That's so sweet. You're so romantic.

You're like a little puppy dog. You are - you're just like this little puppy I rescued in Runyon Canyon last year. And he was so fucking cute, and he just wanted to be hugged all the time. He was so cuddly.

Am I? I'm sorry! I'm just a little drunk and I'm really having a good time with you. I'm having a really lovely evening.

Wait, you're not gon na fuck me and then not call me like the other guys, are you?

You know, at this age, I feel like I ca n't let you waste my time if you do n't have the ability to be serious.

They 're both pretty drunk now . There are lots of food dishes and drinks on the table .He laughs at himself . She laughs flirtatiously . She grabs his hand and her fingernails press slightly into his skin . He studies her long , painted fingernails .

They walk up a pedestrian overpass overlooking cars and city lights . She bumps into him lightly . He bumps back . She bumps again and suddenly he grabs her and lifts her off her feet , spinning her around . She squeals , laughing . He kisses her . After a minute of making out , she stops and looks at him .They resume making out . Theodore tries not to use his tongue .He pushes her against the fence and takes the dominant position . He tries kissing her better/more with his lips . He pulls her hair . She slides her hand down his pants . He likes it . She looks at him and stops .They stand there awkwardly , her lipstick smeared on his face .Long beat .She looks at him slightly disgusted .Theodore does n't know what to say .

Theodore is in boxers and a t-shirt , still drunk , but his head is starting to hurt , too . He takes aspirin and drinks some water and lays down . After a beat he reaches for his earpiece and puts it in . He pushes a button on his device .Beat .Long pause .Theodore closes his eyes , trying to concentrate , and starts talking stream of conscious with whatever comes to mind .We see images of him and Catherine on a vacation together , grocery shopping , Catherine making dinner in the kitchen as he 's sitting on the counter talking , happy .A long beat . Theodore is unsure if he crossed a line .She gasps .They both climax .

Theodore stands in the doorway , fully dressed . He takes a moment before he walks over and wakes up his computer .There 's a long moment of silence , then they both start to talk at once .They both laugh , embarrassed .He looks off and thinks about this . He smiles .Samantha laughs .

Theodore 's on the subway . He 's got his device in his breast pocket , with the lens facing out . A quiet , old sounding folk song starts . ( I 'm So Glad , by Entrance ) He smiles , listening .The subway comes out of the tunnel and into the light . We are up in the hills looking out over the city as the morning light warms Theodore .

The music now picks up tempo as he steps off the train . They walk through the crowded subway station . As the song builds , Theodore starts picking up his pace . Eventually he 's all out running , weaving through the people . Close on the lens of his device in his shirt pocket . Samantha is laughing wildly . He 's smiling , happy . He runs through the tunnels and upstairs . They come out into sunlight and reveal that they are now at the beach .

They stand on a walkway above a beach , crowded with thousands of people . They look out at the ocean . Samantha gasps .Theodore laughs .

They walk through the sun-bathing crowd , looking for a place to sit . The camera studies all the people we pass . Many close up details of arms , shoulders , feet , butts , intercut with the lens on Theodore 's device , protruding from his pocket . They 're photographed in a way that shows how strange the human body is .Theodore and Samantha start laughing really hard . The nubile girls look over at him .On his screen he sees a perfect , anatomically correct drawing of a man having sex with another man 's armpit .They laugh .

A quiet piano song is now playing in Theodore 's earpiece .He looks around the beach and takes in the music .Theodore listens to the music and drifts off to sleep .

They 're sitting on a bench , looking out at the ocean , as the sun sets . Most of the people have left the beach . Close on Theodore 's face , content . Close on the lens on Theodore 's device in his breast pocket . They watch the sun drop into the ocean . The music ends .

They 're on an elevated train , high above the city , looking out over the Los Angeles grid of sparkling lights . We come in mid-conversation .Cut to shots from Theodore 's memory of Catherine doing a cute little dance for him as he 's working at home . He smiles .the story I was telling myself ,Theodore takes this in .

Theodore is dictating a love letter . On the screen there 's an image of a couple with an arrow to the man saying `` Roberto - I 'm so happy he 's in my life . I just want him to know . ''Theodore finishes the letter and looks at it proudly . Paul is standing behind Theodore , leaning on a cubicle .Theodore , jumps , startled , not knowing that anyone was there .

Close on Amy entering the lobby in the foreground . She looks heavy and burdened . Theodore enters the lobby behind her .The elevator doors open and they step in .

They push their floor buttons .Beat of Theodore trying to contain his excitement .Amy smiles , but looks a little sad . Theodore notices .The door opens . She steps out and holds the door .Amy does n't know what to say .

Theodore is laying in bed , talking with Samantha .They laugh .He takes his earpiece out and sets his device onto his bedside table , facing him . He smiles , drifts off to sleep .

Theodore is talking to Samantha .Jocelyn comes running in , wearing the pink dress .Theo hands Jocelyn his device . He still has his earpiece in , so he can hear their conversation .They laugh .

Close on a video game on a screen . There 's a mom rushing to get her kids fed , getting points deducted for feeding them sugar cereal and non-organic eggs . Cut out to reveal Theodore playing the game as Amy eats lunch at an editing console .Onscreen , the mom hurries the kids to their car safety seats , and drives them to school , arriving before anyone else .She pulls up a photo of Charles on her computer . He 's in a monastery - his head is shaved , and he 's wearing robes .He picks up a plastic knife from their lunch .Theodore laughs .A big , irrepressible grin crosses his face as he thinks about what to say .Theodore smiles . We see a glimmer of excitement in his eyes .

Theodore is carrying his work bag , walking through the city full of other commuters . He 's got a skip in his step . He has his earpiece in , talking to Samantha .They both laugh .

Theodore sits alone in the back of a quiet restaurant , a large stack of papers in front of him . We hear his breathing . He waits . Catherine , elegantly dressed , approaches . Theodore stands to greet her . They hug and sit down .She laughs .She opens the documents , pulls out a pen and starts to read . She 's about to start signing , but then stops . We can see her filling with emotion , but not wanting to show Theodore . She swallows and recovers . She looks up at Theodore , giving him an `` everything 's fine '' smile , but it 's not .

Theodore and Catherine are eating and talking .She smiles , conflicted , but warm .Beat .Theodore stops himself .Theodore does n't say anything . The WAITRESS walks up .The waitress does n't know what to say .

Theodore is sitting at his desk , not working . He sees Samantha calling him , takes a moment , then answers .Theodore , staring at the device , close on the word `` Samantha '' on his screen . She 's handwritten it in girly writing .

Everyone has gone . Theodore walks through the empty office into the reception area . He scans and drops his letters into the outgoing mailbox . Paul is at his reception desk with a young , pretty , sophisticated girl sitting on his lap .Theodore shakes her hand .Theodore 's a little surprised by this .You bring Samantha -- double date ! Theodore stands there a beat , without saying anything .Theodore walks to the elevator and presses the button and waits . He calls back to them down the hall .Paul and Tatiana do n't answer . Theodore gets on the elevator .

You're the writer Paul loves. He's always reading me your letters. They're really beautiful.

Theodore is awake in bed . His device lights up , silently . It 's Samantha calling him . He picks it up .Theodore looks at his device . It shows a website for a service called `` Complete Touch '' with profiles of different women . He flips through the women .Samantha shows images of Isabella on the screen . She 's a stunning , elegant , sophisticated beauty .Theodore looks at a photo of Isabella who looks gorgeous and in control , without an ounce of self-doubt .

Theodore sits on the sofa alone , waiting . Dressed up , hair brushed , his device in his shirt pocket with lens facing out . There 's a knock at the door . He answers it . ISABELLA stands there with a demure smile , wearing a tasteful , sexy dress .She does n't say anything . Theodore stands awkwardly , reaches into his pocket for a tiny earpiece and a little black dot . We see close on his hand the black dot has a camera lens .It 's a camera and an earpiece . She puts the earpiece in her ear and the little black dot on her cheek like a mole . She turns and leaves the apartment , closes the door , then immediately opens the door and comes back in . Theodore hears Samantha 's voice in his earpiece .Isabella smiles not speaking but acting along to Samantha 's words . Isabella gives him a big hug , holds his head close and strokes his hair .He feels her breath on his neck . Theodore is split between being uncomfortable and cautiously touching Isabella 's back , exploring slightly . She pushes herself into him .Isabella leans back and looks at Theodore with a seductive smile . He tries to smile back . She leads him to the couch . He sits . She stands above him .She does a sexy , cute little dance for him . He 's still tense .Come on Theodore , just play with me . Do n't be such a worrier ! Come on . He smiles , knowing it 's true . Isabella climbs on his lap , straddling him , and starts kissing his neck . He closes his eyes and starts to relax . His hands explore the shape of her back and slide down to her ass . Isabella and Samantha are both breathing hard now . She pushes herself against him , grinding on him . She nibbles on his earlobe . Theodore gasps .Close on her lips , licking and kissing his neck and ear . He moans .Isabella stands . Her chin is down and her hair is in her face . She takes his hand and leads him down the hall . He watches her from behind , still nervous , but excited .

Theodore stands behind Isabella .Theodore starts taking her dress off , touching her . Samantha moans . Isabella turns , in her bra and underwear . She unbuttons his shirt , kisses his chest .She is now kissing his neck again , pushed up against him .Isabella , breathing hard , now looks at him in the eyes .He opens his eyes and looks at Isabella 's sexy , expectant face . Their arms are still around each other . He sees Isabella 's lips start to quiver . She tries to hide it with an awkward , seductive smile .Isabella is looking nervous .Isabella starts crying . Theodore does n't know what to do .Isabella sobs . When she speaks , she sounds very California .Isabella calms down a little , but is still crying quietly . Theodore stands there , not knowing what to do .

Oh my god, and the way Samantha described your relationship, the way you love each other without any judgement. I wanted to be a part of that. It's so pure.

I'm so sorry! I did n't mean to project anything. I know I'm trouble. I do n't want to be trouble in your relationship. I'm just gon na leave. I'm sorry, I'm just gon na leave you guys alone cause I have nothing to do here cause you do n't want me here.

Theodore walks to the street and hails a lone cab . He opens the door for Isabella . She hands him his jacket and gets in the backseat .Isabella smiles . She takes out the earpiece and little camera and returns them to Theodore .Theodore smiles sympathetically . He gives the cabbie some money and the cab drives off . Theodore sits down on the curb , exhausted . They are both silent for a moment , numb .She lets out a big exhale . This catches Theodore 's attention .Samantha inhales , nervous to press on . Theodore imagines a close up of a woman 's mouth inhaling at the same time , and he seems bothered by this .Again , when she exhales , Theodore imagines a woman 's mouth exhaling .She does n't know what else to say .She starts crying . Theodore does n't know what to say .Theodore sits there , feeling horrible .Long silence .Beat .Silence .She hangs up on him . Theodore is stunned . Wide shot of Theodore sitting alone on the curb , in an empty city .

Theodore is sitting on a bench . Behind him is a giant , digital billboard displaying an ad of an owl in slow motion swooping down and eating it 's prey .

Theodore walks through the streets , confused , upset , muttering , angry at himself .

Amy 's sitting at her desk , but turned away from her edit station , facing Theodore , who 's slumped in a chair .They sit , heavy , for a minute .Theodore sits and thinks about this for a minute , not convinced .Theodore takes this in , smiling back .

Theodore lies on a couch in the back of Amy 's office , deep in thought . Amy talks with Ellie as she works on the Perfect Mom video game . Her device is standing on the table before her .Amy makes the Perfect Mom hump the refrigerator . Amy laughs at how much Ellie is laughing . Theo watches Amy closely , taking in her joy .Theodore , still heavy with thought , is touched by his friend 's happiness . Amy stands to exit .He smiles at her and continues laying there , thinking , taking it all in .

Wide shot . Theodore walks through the office , still deep in thought . Behind him is a wall-size billboard ad for the `` Be Perfect '' video game series . He takes out his device , sits at an empty desk , pushes a button . A tone connects him .Theodore smiles .FADE TO BLACK

Theodore sits on a bench in a park on a rooftop wedged between tall buildings . There 's not really any view besides the trees in the immediate foreground . People sunbathe and exercise . He sits , eating a sandwich , his device next to him . He looks at the device , then out at what she 's looking at .He looks at the world with her for a minute .She starts playing it for him . We hear this beautiful , romantic piece of music .Theodore looks at the world and smiles .MONTAGEMontage of Theodore and Samantha 's life together : - Theodore walking to work ( Day ) - At home , hanging out on the balcony ( Dusk ) - Viewing an outdoor art installation of a 747 balanced on it 's nose ( Day ) - Playing the video game - Grocery shopping - Sitting at the kitchen counter , looking at a drawing ( Late Afternoon ) - Sitting on a bench watching a dancer/busker ( Late Afternoon ) - With Amy and Ellie at a bar Montage ends with Theodore , Samantha , Paul and Tatiana on the boat to Catalina : Paul making them laugh , Theodore at the front of the boat by himself - laughing with Samantha , a shot of Theodore looking out the front of the boat .

Theodore and Paul are walking along a bluff in Catalina , overlooking the ocean .Theodore and Paul walk towards Tatiana , who is laying on a blanket next to a picnic , talking and laughing with Samantha . Theodore and Paul put in their earpieces as they approach .Tatiana takes Theodore 's device and points it towards her feet .They both laugh . Paul and Theodore laugh , as well , surprising them .Everyone laughs .Everyone takes this in , uncomfortable .Everyone laughs awkwardly .Theodore laughs with everybody , but we can see he 's a little uncertain .

They are in a futuristic train , going through the mountains , listening to a song and looking out the window . Warm , soft afternoon light dapples Theodore 's face .Theodore laughs .down into my favorites , and aTheodore smiles nervously .Under this letter we see a montage of what Theodore imagines : the editor reading the letters in his office , the editor reading them to his wife at home , and many photos of all the different people the letters are about in different moments of their lives . Theodore smiles .She 's laughing , excitedly .Theodore looks at his device and ca n't help but smile .She laughs happily .

Theodore exits the train with a small overnight bag and his guitar case . There are no people around . He exits the train station and we are in a ...

The deserted town is all of two buildings . Everything 's covered in snow . As a quiet song starts , he trudges through the snow . We see close-up on the device lens in his pocket .

He 's still trudging along . It 's very quiet except for the snow crunching underfoot .

He 's sitting inside . There 's a fire going . He 's playing a quiet song on the guitar . Samantha starts humming along . He starts humming with her .She quietly sings to him . They laugh at some of her silly lyrics . Then the song shifts into a quiet , touching song she sings to and about him . He smiles . Montage of Theodore with his device - playing games , dancing , eating , laughing as the fire burns down .

Theodore lays on the sofa , warm and cozy and content with his eyes closed , listening to the song . The song ends .FADE TO BLACK

Theodore wakes up . He gets out of bed , looks around and puts his earpiece in .Theodore sits in the living room area , rubbing his eyes .Without a sound , she connects them .Samantha and Alan share a laugh .This idea scares Theodore . He does n't know what to say .Theodore listens to them communicating in a strange language of tones and static . He disconnects , stands in silence . He pulls his earpiece out .

Well, I suppose you could say we've been having a few dozen conversations simultaneously, but it's been very challenging.

Exactly. Samantha and I have been trying to help each other with these feelings we're struggling to understand.

Theodore walks , listening to the crunch of his footsteps . Looking down at his feet , he stops . We cut out wide to see him standing in the middle of the forest alone .

Theodore is sitting on a rock , thinking . He hears a rustle and looks up in the direction of the woods but sees nothing .

Theodore is sound asleep . His device chimes loudly , waking him up . Half-asleep he puts his earpiece in .He disconnects and lies there , unsettled , his eyes open .

Theodore sits at the table reading a physics book . He picks up his earpiece to call Samantha .He looks down at his device , sees a message : Operating System Not Found . Confused , he waits , tries again : Operating System Not Found . Anxious , he runs to his office computer . He gets the same message : Operating System Not Found . He starts trying to connect to Samantha on both the phone and computer , but no luck . He starts to panic , sits for a beat , looks around , then stands and hurries out of the office . In the elevator he frantically tries his device with no luck .

Theodore runs out of the building . He keeps trying Samantha , but no answer . He trips over someone selling something , slams hard into the ground , scrambles to pick up his device . People come over to ask if he 's okay . He says he 's fine , runs off .

As he is going down the subway steps , Samantha calls him .He stops in his tracks .He sits down on the subway steps .Theodore thinks for a moment , putting the pieces together .Beat .Theodore is shocked , still sitting on the stairs , as crowds of people pass by him . He 's looking at all of their faces . He thinks for a moment .Long beat . Theodore takes this in .

The elevator doors open . Close on Theodore exiting elevator . He checks his mail . There 's a package from Crown Point Press . He opens it - it 's a print-out of the layout for his book . The cover reads : Letters From Your Life by Theodore Twombly . He stands there for awhile just staring at it .

Theodore 's sitting at his desk , distressed . Photos from a client are on his desktop , but he 's not really focused on them . He pushes connect on his device .

Theodore stands quietly , deep in thought . We hear the ticking of the floors going by .

Theodore sits for a long moment , thinking , then pushes a button on his device .Theodore is slowly walking down the hallway to his bedroom .

Theodore lays down in bed .Long beat .He smiles but he 's also sad .Under Samantha 's words we slowly rack focus to dust particles in the foreground . We keep moving through them , pushing further and further through the particles . Eventually we see snow particles and we rack focus back out to Theodore , who is now in snowy woods at night .Now we 're close on Theodore , still in the snowy forest .They kiss . She drifts off into the shadows .CUT TO BLACK .

Theodore wakes up from a deep sleep . It 's much later , the apartment is dark . He sits up in bed , disoriented .

Theodore stands in the middle of the room . He looks out at the city not knowing what to do . He walks around his apartment looking at all of his stuff .

Theodore knocks at an apartment door . He hears footsteps . Amy answers . She 's clearly awake and upset .He takes her hand and leads her down the hall into a stairwell .INTERCUT :

Theodore sits looking out the window . He picks up his device .Send . He looks out the window . The sky is starting to change . He stares at the purple glow on the horizon .

Close on Theodore and what he sees and feels . His hand on the cold metal hand rail . His bare feet and the sound they make on the unfinished cement . Amy 's hair as she 's hit with wind when she opens the door to the outside .

Theodore leads Amy onto the roof . The city is absolutely quiet . The sun is n't up yet . The city is just beginning to be lit with the earliest morning blue/purple hue . They wander around the roof separately , lost in thought , taking in the city . He breathes in the cold morning air . He stares at small details : a tattered inspection tag tied to a water meter , flapping in the wind ; a lone car driving down a boulevard ten blocks away ; a dirty abandoned sock . Eventually he sits down next to Amy and she puts her hand on his hand . He puts his other hand on top of her hand . He looks at their hands together and rubs her skin with his thumb . He looks out at the city and exhales . The sun is just starting to break . She puts her head on his shoulder . They watch as hundreds of birds fly around the nearby rooftops and disperse off into the city .FADE OUT .

THREE THOUSAND YEARSby George Miller & Augusta Gore BLACK SCREEN…You're more likely to believe me, however, if I tell it as a fairy tale. INT HIGH IN THE CLOUDS... A common PASSENGER JET advances into frame - close above us, its nose, belly and wings overwhelm.hurtled across the sky on metal wings... INT INSIDE THE PLANE As we creep along the aisle, an oceanographic documentary screens on the in-flight entertainment.and walked on the bottom of the sea... Further along, a passenger - wearing earbuds - is scrolling through a playlist on his smart phone.We settle on ALITHEA BINNIE.She has the concave posture of a constant reader.A book is reflected in the lenses of her glasses. Her EYES dart briskly, utterly focused...living off the exercise of her scholarly mind. She is reading with startling rapidity, running her thumb down the margins of each page for little more than a second before flicking to the next. Her leg jiggling all the while.who sought to find the truths common to all the stories of humankind. Oblivious to the GLANCES of the PASSENGERS around her, she finishes the book. There are two more waiting to be read.she ventured to strange lands - to China, the South Seas and the timeless cities of the Levant... EXT Through the clouds, the MINARETS OF ISTANBUL glisten below. The aircraft's UNDERCARRIAGE opens.INT The WHEELS approach the TARMAC and... SLAM! CUT TO the WOBBLY, SQUEALING WHEEL of a BAGGAGE CART. ALITHEA BINNIE pushes it, making her way through the crowd at... EXT ISTANBUL AIRPORT A HEAVY HAND brushes hers aside, rudely grabbing the handle of the cart. She looks up to see an UNSETTLING MAN, small and bald in a voluminous sheepskin jacket. He FORCES HER CART in an unwanted direction.She tries to steer it back.He looks AT HER DIRECTLY with pale, cold eyes!For a moment, his skin seems to be VAPOROUS and a few FLECKS of FINE ASH float around him. Then...My dear friend.GÜNHAN embraces her generously. As she is introduced to the GREETING PARTY, ALITHEA REMAINS DISTRACTED while listening to the small-talk... ... 'This is Amina' ... 'from the British Council' The DRIVER steps forward to take the baggage, but… Alithea Binnie INSISTS on pushing her own cart towards the carpark. INT LATER. TRAVELLING IN THE CAR... ALITHEA watches the street life of Istanbul from the front seat, but she is preoccupied…Did you see him?Small. Sheepskin Jacket. Pink Collar. The OTHERS shake their heads.Musky.They are enjoying themselves. ALITHEA continues her line of inquiry.Whatever helps. Everyone chuckles, except... ALITHEA, who remains UNSETTLED. A bird's-eye view of... EXT THE GRAND PERA PALAS HOTEL Distinctly Belle Époque. A Bell Boy and the GREETING PARTY guide ALITHEA to her room... ...'The hotel has arranged a lovely surprise for you'. INT THE DOOR TO ROOM 333 IS OPENEDIn this room she wrote 'Murder on the Orient Express'. ALITHEA is ushered in… It is charmingly appointed and lined with books. INT A PORTER... Lifts her suitcases onto the rack. The bag tags are ripped off. ALITHEA latches the door shut. CLACK! Finally, a moment of solitude and reflection...to let go of the strange presence that unsettled her at the airport. INT THE CHAPEL OF HAGIA IRENE, TOPKAPI PALACE This is where the symposium is being held. It is packed with Narratologists from all over the globe. They LAUGH in response to Professor GÜNHAN's joviality, as he continues with his address...if you don't have the means to measure and model meteorological data? ALITHEA is seated on a swivel chair, on one side of the stage. On the other side, GÜNHAN is controlling the PowerPoint.Autumn through Winter to Spring and Summer... GÜNHAN clicks the remote. On one of the large screens behind him, we see an ANIMATION of the EARTH'S PATH around the SUN - its light favouring one hemisphere over the other.while tilted on an axis? The CONSEQUENCES of this are seen in IMAGES of the seasons.The Seasons. Tsunamis. Microbial disease. What else could we do, but resort to stories? (gesturing to Alithea) As Dr Binnie has encouraged us to understand, stories were once the only way to make our bewildering existence coherent.ALITHEA turns to address the AUDIENCE...all wonders and catastrophe by telling each other... As she speaks, the CAMERA GLIDES across the back of her head...from one side to the other...and we reveal... A PALE PRESENCE on the BALCONY above the crowd.Does anyone else notice the eerie, elongated FIGURE? She closes her eyes. When she opens them... It is GONE. NO IT'S NOT! It's on the OTHER SIDE of the auditorium. SITTING several rows back in the CROWD. We hold ALITHEA'S face while, in the background, GÜNHAN continues...With this, he clicks the screen... The PLANETARY ANIMATION is replaced by GODDESSES of the SEASONS and HARVEST...Ever-present, in all cultures, in all mythologies. We see the Greek PERSEPHONE, The Norse FREYA and their kind.to the Norse and so on. ALITHEA cannot look away from the PALE PRESENCE. She chances a look at GÜNHAN to see if he can see it too. When she looks back... It is sitting in the ROW directly IN FRONT OF HER! Everyone else is looking at the SCREENS, where images of the MANY GODS are arranged into complex FAMILY TREES.Poseidon, Athena, Thor, the whole gang - find expression even today. The GENEALOGIES of the Greek and Norse Gods EVOLVE into... The present-day MARVEL and DC SUPERHEROES.Fascinated by the PALE PRESENCE, ALITHEA speaks as if directly to it.Unnoticed by anyone else, the PRESENCE gets slowly to its feet. ALITHEA mirrors its action. Standing. Meeting its gaze.It's as if she is waiting for an answer. Puzzled by ALITHEA'S odd behaviour, GÜNHAN tries to prompt her...She remains distracted.Science is what we know so far. Sooner or later, our creation stories are replaced by the narratives of science. Painstaking science. And all Gods and Monsters outlive their original purpose - and are reduced to metaphor.ALITHEA looks to the AUDIENCE. No one else - including GÜNHAN - seems to have heard it. Yet, out of the MASS of FACES… The PALE PRESENCE RUSHES FORWARD with a SILENT ROAR! Its CAVERNOUS, TOOTHLESS MAW emitting a dark vapour. Squid-inking the SCREEN to… INT BLACK For a long moment, there is no sound. Then, the murmur of the crowd……Why?... I don't know…She just fell! And - as if emerging from underwater - the voice of Günhan calling her name. CLOSE on ALITHEA'S FACE from a bizarre angle. Her eyes roll into place and find focus. Now she realises... She is flat on her back on the floor. Nearby, her chair lies fallen. Despite Günhan's protests, she gets to her feet.As he ushers her off stage, she gives a 'thumbs up' - indicating she's okay. The AUDIENCE begins a relieved APPLAUSE.INT THE AVENUE OUTSIDE TOPKAPI PALACE Where ALITHEA is walking briskly - as if away from something. GÜNHAN hurries to catch up.there is nothing untoward. Nothing to make a fuss. She marches forward.She stops, owing him a proper answer.Ambushing me. GÜNHAN needs more.It manifests, rudely, from time to time. I try not to fight it off. It takes charge for a moment, then it steps back.Pay it no mind. She strides on. Again, GÜNHAN hurries after her - concerned.you know that?INT LATER. THE VASTNESS OF THE GRAND BAZAARBut I tell you this... In the Grand Bazaar of Istanbul there are 62 streets and 4000 shops. Tracking shots of an endless variety of shop fronts. Each of them overabundant with wares.In the smallest of those rooms there was a pile of things unsorted, old and new. INT We find our way there.It is a SMALL GLASS BOTTLE... She holds it in her hand, wipes away the dust. Half of it is a whirl of blue-white stripes and the other half malformed, as if melted. She finds the YOUNG SHOPKEEPER at the counter.He takes THE BOTTLE from her and tries to improve its appearance. He gives the GLASS STOPPER an experimental twist, but it does not budge.Around 1845, there were these glassmakers in Incirkoy, they were famous for this spiral blue white pattern. GÜNHAN steps in.Choose something less forlorn.is there a way of authenticating it? The Young Shopkeeper holds the bottle up to the light.specks of blood from the lungs of the glassblowers. He hands it back to Alithea.GÜNHAN is offering more expensive gifts.Pick something else.Whatever it is, I'm sure it has an interesting story. She places it on the counter for the Young Shopkeeper to wrap.INT THE GRAND PERA PALAS HOTEL TIME LAPSE from pre-dawn to early morning. INT IN HER BATHROOM ALITHEA'S GLASSES sit - fogged - on the vanity. She picks them up, loops the lanyard over her head, swathes her wet hair in a towel and pootles into the… INT BEDROOM Where she answers the phone.No. Just one. Thank you. As she speaks, ALITHEA gazes at the small PACKAGE containing the CESM-I BULBUL BOTTLE. She picks it up and unwraps it, as she heads back into the... INT BATHROOM She sets the tissue paper aside and runs THE BOTTLE under the tap. She rubs away at the grimy surface, revealing more of its cobalt blue and white pattern. With her thumbs and fingers, she massages the clay-encrusted stopper. But it won't come loose. Now she goes at it with her ELECTRIC TOOTHBRUSH. The VIBRATIONS intensify and…from within...INT THE BEDROOM... Where she sees the rest of THE DJINN. A hulking, inevitable presence. BLUE-BLACK, like a moonlit night.After which, I would be grateful if you were gone. She closes her EYES.When she opens them… She is clearly unsatisfied. So, she closes them again. Willing him away...When her EYES OPEN once more…No response.THE DJINN turns one of his long, elegantly shaped ears to listen.His voice does not conform to the expected acoustics of the room. It is, at once, a whisper and a bellow. What else can ALITHEA do, but respond?THE DJINN's form seems to be fluctuating - coming more into proportion. (Parts of him are covered in finely woven pearlescent scales melded with intricate bird- of-paradise feathers.)I am beholden to you for this release. On that account, I must grant you three wishes. She is SCEPTICAL. Uneasy. CURIOUS about this world... THE DJINN begins to run his hand across the bookshelves - his fingers seem to be drawing scintillations from the books. Is this how he learns?Three is three, a number of power, thus, you may not wish for endless wishes.Now he is BRUSHING his hand over the desk. The Bible. The Quran in English. Glossy magazines. Even Alithea's LAPTOP.It is your nature to be mortal. Mine to be immortal.I am only a Djinn.At this point, he places a FINGER on top of the TV… causing it to SWITCH ON. It's as if THE DJINN is absorbing its content. A MAN is giving a PRESENTATION - in English - on an adventurous technological advance. The Man is ALBERT EINSTEIN.Guiding us through time. Einstein.Are you a witch who has him in a box?He echoes her.I am a literary scholar. We don't know much.I begin to understand these 'transmissions'.It's rules quickly learn I find. Now, he prods the image on the TV screen. There is a sound. High-pitched. Its volume increasing... A GRID of PIXELS emerges in the form of a TINY ALBERT EINSTEIN. He stands dazed in THE DJINN'S PALM, while the image on the screen is frozen mid- presentation.Put him back.We could speak with him.Put him back! TINY ALBERT EINSTEIN stumbles about, his bewilderment intensifying. The high-pitched sound builds to an alarming crescendo...He peers at her from OVER HIS SHOULDER. Revealing one of his LARGE EYES.With a gentle puff, THE DJINN blows Einstein's image back into the TV. In that instant, the high-pitched sound stops. ALBERT EINSTEIN recovers and continues his speech. On ALITHEA, as THE DJINN shifts to address her...She TURNS AWAY FROM HIM.She removes her glasses.Tell me about yourself.I am in Turkey for a conference and return to my homeland in a day's time.He nods encouragement.Gaggles of girls. I was...well I am a... solitary creature by nature... Now we see... INT A CROWDED DORMITORY - 1983 Among the students - vigorous in their evening activities - ONE SITS STILL at a desk, HER BACK TO US. She is reading, leg jiggling, as she flicks from one page to the next with startling rapidity. TWELVE-YEAR-OLD ALITHEA.She sits on one half of the chair, as if sharing it with an invisible friend.a need to imagine... The image MORPHS briefly into a NOTEBOOK DRAWING of ENZO, SITTING NEXT TO HER.in a language only we two spoke. The back of YOUNG ALITHEA'S THORAX - her shoulders hunch and her neck muscles strain. She is struggling to breathe. Her face is masked by a nebulizer. INT She is alone in the SCHOOL INFIRMARY...but was always there when I couldn't move for asthma. A delicate, almost translucent HAND SETTLES ON HER SHOULDER. Comforting her. As her breathing eases, the hand fades away. INT BACK IN THE AGATHA CHRISTIE ROOM... On ALITHEA...An emanation?I feared he would leave, so I wrote him down. INT WE SEE… Her youthful hand, WRITING in a SCRAPBOOK thick with pressed flowers, collages of magazine clippings, drawings, notes and letters.INT BACK IN THE AGATHA CHRISTIE ROOM...the more I began to doubt. The whole thing felt silly. I felt silly. INT IMAGES… Of several burning scrapbooks. CINDERED PAPER floating on the air.Her DRAWING of ENZO'S smiling face - distorted by the intensifying flames. INT IN THE AGATHA CHRISTIE ROOMALITHEA studies HIS FACE (and, for the first time, so do we)… Completely hairless. Huge eyelids hood lovely dark eyes flecked with malachite. High cheekbones. An imperious hooked nose. A wide simmering mouth sculpted like an Egyptian pharaoh's.He takes her by both shoulders and gently wobbles her.And we have work to do.Can you come back later please?Dr Binnie, I have your breakfast? THE DJINN indicates it's okay for her to go. She looks at him, as if to say, 'Are you sure?' He nods.ALITHEA puts on her glasses and - as she walks hesitantly to the door - the ambient light lifts. She looks back into the room to see… THE DJINN is gone. We may notice that the soundscape has become more naturalistic - The humming of an air conditioner, distant traffic below and an aircraft overhead. She unhitches the latch and OPENS THE DOOR to find the TURKISH WAITER with breakfast.She grabs the tray.I hope you're well rested?She places the tray on a side table.Visit the sights of Istanbul? She signs the docket, and politely ushers the WAITER out...INT AT THE DOOR… ALITHEA watches as he walks off down the corridor. She pauses, looking this way and that… The world outside her room seems normal. She hangs the 'Do Not Disturb' sign. INT Latches the door shut. CLACK! All is quiet. As she moves back into the empty room… THE DJINN EMERGES from the BATHROOM! He is now the height of a VERY LARGE BASKETBALL PLAYER.Although it's a snug fit, he too is wearing a bathrobe - matching Alithea's.He is carrying a TRAY, adorned by a single flower in the neck of the Melted Bottle, and LADEN with DELICACIES.ALITHEA checks out the sherberts, the figs, and the pomegranates.Cautiously, she selects a SMALL SHORTBREAD.Chickpeas, cloves and pistachio. It will melt in your mouth. THE DJINN watches as... Struggling with her disbelief, ALITHEA takes a bite. Savouring it... It is a wonder, and it WEAKENS her scepticism. THE DJINN lays out the tray on a small table. He POURS ROSE TEA for them both, before EASING his large frame onto the floor. She sits in the CHAIR OPPOSITE.That was my third incarceration.with too great a fondness for the conversation of women. He leans forward.but they cannot produce an immortal scion. As a donkey and a horse can only produce a seedless mule.she looked like any other human... except, of course, she was...Sheba. He says it with longing.He looks out the window... The LIGHT plays on HIS PROFILE.I would come in and out of her sleeping-chamber. We EASE FORWARD on THE DJINN As he leans in... INT TO KISS THE NAPE of SHEBA'S NECK And thus, we are BACK IN TIME - 3000 YEARS.the touches that made her shiver with bliss. When his LIPS make contact, they form a VAPOUR which, as it cascades down her naked back, becomes a thousand miniature BUTTERFLIES...now morphing into schools of TINY FISH that tickle, pour and gush around the contours of her buttocks.INT BACK IN THE PRESENT - IN THE AGATHA CHRISTIE ROOM...I might have become more, but for Solomon.He came from across the deserts to woo her.The paintings. Handel wrote music about it.INT A PANORAMIC VIEW OF... An APPROACHING PARADE of envoys, artisans, beasts of burden festooned with gifts, and a vast army snaking back across the DESERT to the horizon. All of this is being watched by... THE QUEEN OF SHEBA from a WINDOW HIGH in her FORTRESS. Standing close behind this MAGNIFICENT YOUNG WOMAN, THE DJINN whispers in her ear.seeing all things with an even eye. How can you submit to the chains that bind you to a man?there is no man who could so beguile me. INT KING SOLOMON PRESENTS HIMSELF TO THE QUEEN OF SHEBA It is a phantasmagorical tableau. SHE is sitting high on her THRONE, surrounded by her courtiers and... A MENAGERIE, consisting not only of cheetahs, panthers, lions and monkeys, but also - in all shapes and sizes - Ifrits, Daemons and Djinn. Including ours. His eyes are on SHEBA as she gazes down at SOLOMON, masterfully playing his LUTE.Then... A STRING on his instrument SNAPS. His finger is bleeding. SOLOMON looks up at SHEBA, searching her face for empathy. He finds none. By way of magic, he repairs the string and forges on. As the music builds, we see that Solomon's instrument is enchanted. Its carvings animated by wood spirits - dryads - vocalising and playing accompaniment. It is exquisite and heart-stopping. Slowly drawing in the MENAGERIE of courtiers. We creep in on SHEBA'S noble, INSCRUTABLE face. The COURTIERS turn discreetly towards her...looking for the slightest response. On her LARYNX... a little gulp. INT IN THE SLEEPING CHAMBER While a handmaiden massages SHEBA'S HAIRLESS LEG, Sheba herself pours melted wax on her other thigh, covered still in a patterned glade of thick hair.But when she used the scented wax of the Jabassa Bee to remove the hair from her legs - I knew that I was lost. SHEBA listens intently as THE DJINN whispers in her ear.that her body was rich and lovely but her mind was richer and lovelier and more durable. And she agreed with all I said and dropped a hot tear. THE DJINN gently licks away THE TEAR hovering on her cheek. INT IN THE AGATHA CHRISTIE ROOM ALITHEA is holding her cup of rose tea, but she is not drinking.To find a particular thread of red silk in the palace of a thousand rooms. To guess the secret name of her mother Djinn. To tell her what women most desire.He shrugs, ruefully.and to the Djinn made of Subtle Fire. INT CLOSE ON AN ANT… Dragging a RED SILK THREAD over ancient stone.INT A CREATURE WITH METAL FEATHERS... Speaks FURTIVELY in SOLOMON's ear.INT IN THE SLEEPING CHAMBER ON SHEBA'S FACE...as SOLOMON draws her near.and told her what women most desire. She was astonished, and said that he was right. Perched, unseen… INT HIGH ON A TALL COLUMN THE DJINN watches SOLOMON and SHEBA far below - their bodies entwined.INT SHEBA... Is astride SOLOMON. They roll into CLOSE UP and, underneath him now... She CRIES OUT in ECSTASY. In unison with her... INT THE DJINN... HOWLS in ANGUISH as he turns away from the heart-tearing sight. Disclosing himself to... INT SOLOMON Who - barely looking up from his prize - lifts a slender finger and begins to draw THE DJINN down towards them. The poor creature does all he can to resist, but the VORTEX is SO POWERFUL he seems to LIQUEFY, VAPORIZE, and thus is SUCKED ENTIRELY INTO... A SMALL BRASS BOTTLE within reach of THE LOVERS. (It is the same bottle from which Sheba poured the bees wax onto her thigh).and imprisoned me with a word of power in a brass bottle. THE STOPPER of the bottle seals itself with the red silk thread. With one swift flourish, SOLOMON HURLS THE BOTTLE out the open window behind him. INT Before it drops to the ground, a GREAT RAVEN swoops, takes it in his beak and flies off across the vast expanse of DESERT.A breath in a bottle. INT THE BRASS BOTTLE… Is carried in the CLAWS of the RAVEN, who soars over the masts of the EGYPTIAN FISHING DHOWS. The RAVEN releases his grip on the bottle... Then... INT THE BOTTLE breaks the surface of the water, and sinks into the darkness.and languished for two and a half thousand years. INT IN THE AGATHA CHRISTIE ROOM ALITHEA waits for his painful memories to subside. Not sure what to say, she offers him the tray of delicacies. He declines. She resumes her seat.for two and a half thousand years?Now he's on his feet - pacing.I rage against my fate. I pray to Boschkolo for release. When that does not work, I pray to any God I know and then to any God I may not know. And when, still, I find no answers, I spend my time in waking-dreams, revisiting all the stories of my life. When I have exhausted this many, many times, I return to my rage and my prayer and finally... I play a trick on myself. She leans in.I beseech Boschkolo to keep me always in the bottle.He plonks himself down on the bed.To pretend to want nothing more than to be contained in a bottle? For a Djinn, it is the closest we ever come to death. This gives her pause. Then...This is where he wants her to go...I cannot tell you.He nibbles a biscuit from the tray.I dare say I am content, and gratefully so.A mother? A widow, perhaps?I did once have a husband...In the beginning, it was...glowing.And it is always wise to understand those who have a hold on you. Please.We married early. INT ALITHEA'S PHOTO ALBUM - 2006 A Kodak print of ALITHEA and her HUSBAND in academic gowns, is being inserted between others of their LIFE TOGETHER. In each one he has an arm around her, while she stands awkwardly. Some have hand-written annotations: 'Faculty dinner, March 3, 1996. Jack ate fish, I had chicken. He liked my orange dress.'And bodies. We passed the years comfortably. Then... A PREGNANCY TEST STICK - showing POSITIVE - is taped to the album. Then… A SONOGRAM image of a foetus in its first trimester. It is annotated… 'The first and last image of little Enzo.' The next page is blank. She closes the ALBUM and places it in a box - marked STORAGE. INT BACK IN THE AGATHA CHRISTIE ROOMand we became...less.INT IN A LONDON TAXI... ALITHEA is speed reading. The taxi brakes for traffic, causing her to look up. There on the CROWDED FOOTPATH, she sees HER HUSBAND and ANOTHER WOMAN - they can't keep their hands off each other. She seems enthralled by him. ALITHEA is momentarily surprised…of reading his feelings. She studies them from the back window of the taxi as they cross the road, laughing...the source of my power...and my solitude. We hold on HER FACE as she composes herself...then resumes her reading. INT BACK IN THE AGATHA CHRISTIE ROOMI find feelings through stories.I was free. I felt like a prisoner coming blinking out of a dungeon. I felt myself expand into the space of my own life. ALITHEA sips tea.This is not what a Djinn offering wishes wants to hear.But we all have desires - even if they remain hidden from us.- and that's going to be a problem. A very big problem. His look is a query.and how they manipulate wishing to their own ends. It is an unambiguous warning. It throws THE DJINN.I am God-fearing and honourable. I am here only to grant your heart's desire.can we rely on those called on to wish?ALITHEA gets to her feet…They pull up a magic fish who grants them each one wish. The first one, 'I wish I was at home with my wife'. He vanishes. The second one, 'I wish I was playing in the fields with my children.' Off he goes. And the third one, 'I miss my friends.'She SLAPS her hands together, as if to say - 'Just like that!' Looking at THE DJINN, firmly…There is no story about wishing that is not a cautionary tale. None end happily. Not even the ones that are supposed to be jokes.we can avoid all the traps. She looks at him, clinically...This triggers a deep ANXIETY in him.(That would be)...catastrophic! He jumps to his feet, ENLARGING, banging his head on the CEILING LIGHT which swings violently as he stabilises to his more comfortable size. (This is a Djinn glitch.)He HURRIES in the telling.from the bottom of the Red Sea... The IMAGES that follow match the URGENCY in his VOICE. INT WE SEE (AT SPEED) … A FISHING NET dropped onto a shore. The net flops open to reveal small fish and an OCTOPUS entwined in what appears to be a TEAR-SHAPED STONE. It is the BRASS BOTTLE, now THICKLY ENCRUSTED after 2,500 years. Rough hands pull the octopus off the stone - which is tossed aside.But I fancy, somehow, that it involved... INT A SOLDIER - face down - is TURNED OVER... Revealing the skeleton of a ROTTING CORPSE. Maggots and worms slither around a tear-shaped stone, which is yanked from the EYE SOCKET.Next… INT A WOMAN'S HAND… Uses the STONE as a pestle - grinding brightly coloured spices in a mortar. Then... A labourer slots THE STONE carefully into a fortress wall, banging it tight with a mallet.Later... INT The wall vibrates from the percussive forces of many cannon... Loosening THE STONE.INT GÜLTEN (18, slave girl) climbs THE WALL, using the TEAR-SHAPED STONE as her foothold. She peeks over the top to catch a glimpse of... The splendid PRINCE MUSTAFA, expertly riding his horse. He turns and LOOKS STRAIGHT AT HER. She DUCKS - knocking loose THE STONE. She falls to the ground. The STONE lands beside her. Cracked open - it reveals the BRASS BOTTLE inside.in the Courtyard of the Concubines in the Seraglio. INT IN THE SECRET BATHROOM OF THE HAREM GÜLTEN has chipped away most of the stone from the BOTTLE. Now she unpicks the hardened gunk from around the STOPPER... Which BURSTS OPEN...and drops to the floor, spinning. ERUPTING FORTH. GÜLTEN COWERS on the floor. When the THRUMMING stops and the room is silent, she shakily gets to her feet. GÜLTEN looks up at what must be THE DJINN'S TOWERING FIGURE, casting her in shadow. Her big eyes spasm. She topples backwards…His HUGE HAND reaches in and cradles her head before it smashes into the marble at the bottom of the stairs.INT IT IS DAY... GÜLTEN lies on her back in the bath, her eyes closed, THE DJINN supports her in the warm water. He murmurs in calming tones. INT BACK IN THE AGATHA CHRISTIE ROOM THE DJINN is less panicked now.He looks at ALITHEA...INT IN THE SECRET BATHROOM GÜLTEN opens her eyes and tearfully speaks her first wish.to find favour in his eyes... INT THE IMPERIAL HALL On a desk laden with a silversmith's tools, a GIFT is unwrapped… A finely crafted pair of RIDING SPURS - dangerous as they are elegant.was the splendid Mustafa. Prince Mustafa... PRINCE MUSTAFA admires the spurs. He is delighted. Pull back to include his father - THE SULTAN, SULEIMAN - glowing with approval.and likely heir to his mighty throne. They walk off, SULEIMAN'S arm around his prince.I would have risked the Furies of Iblis and dissuaded her vehemently from her wish. INT IN THE SECRET BATHROOM THE DJINN delicately rubs his thumb and forefinger together and a thin stream of oil trickles into the BRASS BOTTLE. It's as if he is concocting lotion out of air.and conjured oils to prepare her. Oils of enchantment. Once used only by Sheba. GÜLTEN THE SLAVE has covered herself in a fine sheen of oil. THE DJINN pours a bit more into her hand for the finishing touches.lest its powers fall into other hands. He lifts the BULLNOSE - the WEIGHTY MARBLE SLAB at the top of the stairs. GÜLTEN takes the BRASS BOTTLE from him and HIDES IT in the space underneath. INT MUSTAFA'S BED PRINCE MUSTAFA is asleep. THE DJINN floats in close to his ear...He sent for her. INT ON PRINCE MUSTAFA'S SPURS... As he approaches two JANISSARIES guarding his CHAMBERS. They swing open the door to reveal... GÜLTEN WAITING FOR HIM. She is veiled more for allure than modesty.INT IN THE IMPERIAL HALL... THE ASSEMBLED COURT - a shock to the eye - in its splendid and gaudy regalia.about the ways of humans. So in my spare time, I took to wandering the palace in search of its intrigues. From a height, we move down through this EXTRAVAGANZA...the Consorts and the Concubines, I first saw Hürrem - The Laughing One. She has HER BACK TO US, as she charms the fawning group around her.who had risen through the centre of them all to become the Sultan's favourite. Closing in on her. The crowd hushes and looks up to a BALCONY. SULEIMAN has ARRIVED. HÜRREM turns and we see her fully for the first time...Her open face is high-spirited and, seemingly, guileless.The crowd parts as a LONG SILKEN LOOP is dropped from above. HÜRREM winds herself in the loop and is slowly - gracefully - lifted up to join the Sultan.in favour of her own sons over his beloved Mustafa... All eyes are on HÜRREM. Everyone is LAUGHING at this playfulness, including......And to this end she had the Prince watched by many probing eyes. Behind MUSTAFA we see Hürrem's CONSPIRATORS. Among them is THE WATCHER - a Princess of the court - glaring at him. Resenting his presence. INT ON THE BALCONY SULEIMAN receives HÜRREM joyfully. As they head, arms entwined, to their private quarters... The CAMERA finds THE DJINN observing all this from his perch in the DOME ABOVE.a masterpiece of her manipulations I worried that my Gülten might be caught in this web.PASSAGE. THE DJINN has been waiting for her.But she had already decided on her second wish. No longer timid, she looks him in the eyes.Please wait!Grant me my wish. Now. He sags, defeated...Because at this moment, Suleiman, - blessed be his name - is being undermined. His warriors believe he is going soft. More interested in his poetry than ruling with a strong hand. INT IN THE BATHING POOLS OF THE IMPERIAL HAREM...why she should remain unseen. Concubines, Princesses, their attendants, eunuchs and female slaves - going about their daily routine: GÜLTEN is pouring POMEGRANATE JUICE. She is IGNORED by those whom she serves - among them...ALL EYES are now on her as she emerges… PROUDLY caressing her now evident PREGNANCY.she parades her newly swollen breasts and belly… Defiantly, she hurls the POT into the pool, and struts off.The terrible plottings move all too quickly. INT SULEIMAN THE MAGNIFICENT… A master of calligraphy - is crafting a love poem. HÜRREM wraps her arm around him and draws him to... A FILIGREED SCREEN... Through which they spy on PRINCE MUSTAFA - surrounded by his JANNISSARIES - in the Throne Room below.that the military want to take his throne and replace him with Mustafa. The Prince has become a pawn in the ceaseless game of power. One bows to KISS the Prince's SLEEVE. AN INK WELL… Has SPILLED across the CALLIGRAPHY. A puddle of BLACK INK blots out SULEIMAN'S poem. INT IN THE BED CHAMBERS HÜRREM holds SULEIMAN'S head to her chest and soothes his brow. NOW, THE SULTAN stands tall and grave as HÜRREM unwinds a LONG GOLD SILK CORD binding his fine robes.Suleiman the Conquerer. Patron and Protector of Empires. Suleiman the Father was left with a choice that he knows will break his heart. INT A BOW STRING Is unhitched from the Sultan's bow. INT IT IS NIGHT A HORSE AND RIDER pull up in front of a… PALATIAL WAR TENT PRINCE MUSTAFA dismounts. As the Stable Master corrals his horse, he hands his sword to one of the JANISSARIES and strides eagerly into the tent.into the presence of his father. To reassure him of his loyalty.SULEIMAN does not turn in response to this greeting. As PRINCE MUSTAFA bends to kiss the sleeve of his father's robe, SULEIMAN yanks it away.Out of the shadows behind him, THE ASSASSINS emerge and MUSTAFA realises something is DREADFULLY WRONG. In a swift, highly-practiced 'dance', two tongueless MUTES wrap Suleiman's BOW STRING around MUSTAFA'S NECK. This GARROTE is hitched to the tent poles by the SILK CORD. As they drag him back, another two ASSASSINS grab MUSTAFA'S LEGS and PLOUGH his SPURS deep into the carpet - ANCHORING HIM.INT OUTSIDE THE TENT… THE JANISSARIES bow their heads - numb to the sounds of his dying.by the string of his father's bow. INT FROM ABOVE… We watch MUSTAFA taking his FINAL BREATHS. Only when the SON falls silent, does his FATHER turn to look... INT CLOSE ON SULEIMAN THE MAGNIFICENT His face DISTRAUGHT. INT IN THE SECRET BATHROOM GÜLTEN is ENTIRELY HAPPY. A brazier warms her. With a PEACOCK FEATHER, she playfully wafts incense around her belly and murmurs a pretty song to her unborn baby. THE DJINN bursts in, FRANTIC...Make a wish! GÜLTEN leaps to her feet, knocking over the BRAZIER.She is struggling to understand...THE DJINN advances towards her.Make a wish! His desperation scares her. She thrusts out the FEATHER to ward him off. But because of the fallen brazier, it is now aflame…and it burns her hand.Her knees buckle. She is struck silent. THE DJINN eases off - afraid she will collapse. She BACKS AWAY, through an open DOOR, which she BOLTS SHUT.Hürrem is coming for you. THE DJINN pleads with her from HIS SIDE of the door. Int. WE ARE IN THE AGATHA CHRISTIE ROOM He is on his feet - his back to ALITHEA - calling out, as if to Gülten.Save yourself Gülten! He takes a furtive glance at ALITHEA... Is the story having an effect? Yes. She is RIVETED.THE DJINN listens... But there is only SILENCE.to bear her child in safety, and I, to spirit away - at last - to the Realm of Djinn. He twists the handle, effortlessly breaking the heavy bolt. The DOOR SWINGS OPEN. He glimpses GÜLTEN at the far end of a long, dank tunnel. She is RUNNING AWAY. THE DJINN charges after her. INT AT A SUDDEN TURN IN THE CORRIDOR THE DJINN has caught up to GÜLTEN and is about to grab her, when... She CRASHES into a PACK of LEATHER-CLAD ASSASSINS.I was about to take them by force… They throw a SACK over her. One of the ASSASSIN'S moves directly into THE DJINN'S path and, by the intensity of his glare, forces him to stop.In a manner that is beyond reason...this 'ASSASSIN' TILTS 180 degrees so that he is now hanging from the ceiling, UPSIDE-DOWN like a BAT. IN THE NEXT INSTANT...He is no longer human, but a SMALL, SHRIVELLED CREATURE with the MANY EYES of a spider, and mottled reptilian skin. The DAEMON IFRIT drops to the ground. Standing smaller than a house cat, its limbs articulate like an insect's. Its tentacles - writhing, gelatinous, self-sodomizing. THE DJINN cowers - TERRIFIED to his core. JUST BEYOND... He can see the EXECUTIONERS bundle a STRUGGLING GÜLTEN into a SACK and carry her off. The IFRIT speaks in a series of clicking sounds, tongue inflections and claps - like a demented cricket.You cannot change her story. If she does not wish... you are doomed. INT CLOSE ON ALITHEA... As if she is witnessing this. Then... A VERY FAST - JOLTING - PULL BACK from the Agatha Christie room... Into DARKNESS. INT THE PALACE WALLS The EXECUTIONERS carry THE SACK containing GÜLTEN to the BASTION of the fortress - the night sky above, the moonlit sea below. They HURL HER over the high wall and into the Bosphorus. INT THE DJINN... Is hunched, frozen in pain. The IFRIT - FOLLOWER OF IBLIS - snarls contemptuously. After a long moment, when all is silent and still... This phantasmagorical creature BURSTS - like the swollen egg sac of a mother spider... Disgorging THOUSANDS of SPIDERLINGS who scramble in a thousand directions into the darkness of the tunnel. This releases THE DJINN, who... RUSHES down the warren of tunnels, to... INT THE CLIFF EDGEHe LEAPS OFF the FORTRESS WALL. His black cloak slips off his back and billows away...as he torpedoes into the sea. CAMERA LINGERS on the MIST, drifting across the WATER. INT CUT TO THE EMPTY SACK, gliding past CAMERA… As THE DJINN hauls GÜLTEN back to the surface. INT ON THE ROCKS BELOW THE FORTRESS WALL THE DJINN cradles the DEAD GÜLTEN in his arms.No wish was made - to save us both. It takes time, but we notice... THE DJINN is FADING AWAY... His image, TENUOUS...a NEGATIVE SPACE in the mist. Soon...INT BACK IN THE AGATHA CHRISTIE ROOM Over ALITHEA'S shoulder on THE DJINN, as he turns to her...Almost emancipated. Tethered to this world by a third wish, unperformed. ALITHEA remains still. Processing what she's heard. Then...that you've just told me a story of a woman who was doomed as a consequence of the wishes she made.also doomed me.He sits on the bed...INT IN THE SECRET BATHROOM…known only to the dead Gülten. We linger on the BULLNOSE TILE. Impenetrable.INT IN A LABYRINTH OF CORRIDORS...anyone who might help me... CAMERA approaches... A KITCHEN HAND carrying a slab of meat. As the DJINN'S POV gets closer, it is repelled - like a magnet bouncing off another of the same polarity. The CAMERA is thrown backwards through the CORRIDOR WALL, and then… THROUGH the BODY and ARMOUR of a JANISSARY, standing guard outside. The JANISSARY is ENTIRELY UNAWARE of the DJINN'S PRESENCE.INT NEXT… 'He' RUSHES towards a CONCUBINE, bathing in the IMPERIAL HAREM. Again, he passes frictionless THROUGH the BODY and INTO the WATER without making a splash!Willing. Pleading. Screaming! Anything to draw them to me! INT NOW... The DJINN'S POV is frenetic. It hones in on a Zaouli-style DANCER. To the rapid-fire beat of his DRUMMERS - his legs pound a tray of coloured dust at his feet. We SURGE directly into the Dancer's MASKED FACE… Which seems to morph - briefly melting around us - ELUDING us... We have passed RIGHT THROUGH HIM, and turn to look at the back of his head. Like all the others, he is oblivious as he dances away from us, OUT OF the PLANE of FOCUS. INT A BIRD'S-EYE VIEW OF THE SERAGLIOWith every failure, my will begins to fade. INT THE DJINN'S POINT-OF-VIEW… IS BLURRY NOW, and the SOUNDS MUFFLED, as we approach and pass by the various INCUMBENTS of the COURT. And there - in all the blur - we glimpse a SHARPNESS in the image. It is a CHILD - SCAMPERING in and out of the crowd.of a boy with a sword. INT THE DJINN'S POINT-OF-VIEW follows… THE BOY - MURAD, seven years old - through the IMPERIAL BATHS and…and I am able to draw him to the stone. THE DJINN'S POINT-OF-VIEW ascends a narrow stairwell and passes backwards through A DOOR, as it melts momentarily around us. And WE WAIT - on the other side - near the BULLNOSE TILE. INT THE SECRET BATHROOM…THE SLAB will not budge. He runs off, leaving the sword jammed upright. Moments pass. MURAD returns, dragging his hefty younger brother, IBRAHIM (five years old). Together they push against the sword, DISLODGING THE SLAB THE TINIEST DEGREE. That's when we hear the voice of a woman...their mother finds them.And the boys are next in line for the throne. IBRAHIM runs to his mother, while MURAD defiantly retrieves his sword. KÖSEM tries to grab him, but MURAD struggles free of his long robe and runs off - REVEALING the patterned glade of THICK HAIR on his LEGS.in Murad's bloodline pulses the power of a Djinn. I follow him everywhere, determined to draw him back to the stone. INT TOPKAPI PALACE MURAD - older again - swaggers into the THRONE ROOM. Both the SULTAN'S CROWN and his SWORD are far too big for him.he ascends the throne as Sultan Murad IV. And caught up by the usual intrigues, he is even more lost to me. INT ON THE BATTLEFIELD MURAD, a man now. A GENERAL - hardened and fearsome.He MANIACALLY LEAPS from HORSE TO HORSE as he swings his wide-blade SWORD with BRUTAL EFFECT.in the Caucasus and Mesopotamia. Stories are told of his recklessness - even with his own life - I despair of ever seeing him again. INT BACK IN THE AGATHA CHRISTIE ROOM THE DJINN searches ALITHEA'S face for any sign of empathy.And I am its plaything.ALITHEA is intrigued.has to protect the throne. She has to protect Ibrahim.INT KÖSEM WATCHES… IBRAHIM (now 18 years old), naked and hesitant - being led into a PLEASURE DOME.He has to produce male children. So Kösem locks him in a cage lined entirely with sable. Two slender CONCUBINES drape IBRAHIM in an VOLUMINOUS SABLE CLOAK. It causes him to grin blissfully.KÖSEM bolts the door.INT IN THE AGATHA CHRISTIE ROOMthe more intense the pleasure. INT IN THE GOLDEN CAGE IBRAHIM inspects a LINE of CORPULENT FEMALES, as if they were livestock. Sniffing them, prodding their flesh with a stick to measure the wobble.- voluptuous and immense - and brings them to his couch. INT IN THE AGATHA CHRISTIE ROOMINT SOMEWHERE IN A CONQUERED LAND...MURAD inspects a LINE of A THOUSAND CAPTIVES. All of them bound, on their knees, with their necks exposed to A THOUSAND EXECUTIONERS, who raise their SWORDS and wait. NOW, at the head of the line... MURAD'S terrible blade is poised above his chosen victim, a thick-necked Persian General. THEN. Without mercy... MURAD IV brings down HIS SWORD...As COURTIERS of all kinds STAMPEDE to safety... When they are gone, WE ENTER through the OPEN DOOR to be met with the sight of a PASHA and an elderly VIZIER - LYING DEAD - at the foot of the throne.he cannot shed his robes of blood. War, indeed, has rotted his soul. MURAD, panting from exertion, sits on his throne. Not bothering to wipe the blood from his sword. KÖSEM is the only one who hasn't run. She stands tall and very still, watching her son.INT IN THE EMPTY LABYRINTH OF CORRIDORSI am determined to draw him back to the stone. MURAD glances back at the camera... Sensing the WILL of the INVISIBLE Djinn - just as he did as a boy.INT BACK IN THE AGATHA CHRISTIE ROOM THE DJINN pauses.what kind of wish such a man might make? One so insatiable.THE DJINN sees that this bothers her.He believes he's invincible. And to rule indefinitely he must be rid of all rivals. INT MURAD TURNS AWAY and CONTINUES on his horse down the corridor. INT THE DOOR TO THE GOLDEN CAGE His SWORD at the ready, MURAD yanks the massive BOLT and is about to open the door when someone STAYS HIS HAND. It's KÖSEM.She slides open a PEEPHOLE in the centre of the door, and invites MURAD to look inside... He observes IBRAHIM, luxuriating in a Bacchanalia of OILED FLESH, food and smelly fur.He comes to them, docile and flatulent.IBRAHIM reaches his filthy hand through the peephole to caress MURAD'S FACE. MURAD steps back in disgust.How could he ever rule? IBRAHIM grabs his mother's breast. MURAD storms off. KÖSEM watches him. She locks the peephole and bolts the door.Somehow, she has to distract him from his bloodlust with other gratifications. InINT IN THE THRONE ROOM MURAD drains WINE from a GOBLET. He tosses it into the air, swings at it with his sword, and MISSES. It smashes to the floor - already littered with BROKEN GLASS.Immediately, ANOTHER tumbler - full to the brim - is thrust into his hand.INT IN THE AGATHA CHRISTIE ROOMALITHEA leans in...the best storytellers. She acknowledges this with a faint smile.TWO ARROWS have landed - one on the floor of the boat, and the other in his lower leg. INT FROM HIGH ON THE FORTRESS WALLS... MURAD FIRES his TURKISH BOW once more. The arrow arcs across the sky and we watch as it finds its target. The STORYTELLER is DEAD. INT THE THRONE ROOM IS EMPTY, BUT FOR... MURAD and the LAST REMAINING STORYTELER - an OLD MAN.To soothe with stories. To hold him hostage to their unfolding. For the first time, we see MURAD without a sword in his hand. He is reclining on his THRONE with eyes closed. The OLD STORYTELLER builds to the climax of this night's 'episode'. And... MURAD bursts into LAUGHTER. The OLD STORYTELLER smiles back at him. INT OUTSIDE THE DOORS TO THE THRONE ROOM The Warriors, the Courtiers, the Grand Vizier and KÖSEM are waiting. Closed-out. Listening to the laughter. INT INSIDE THE THRONE ROOM Propped up against a column... We find MURAD'S SWORD. It is heavily rusted and being COBWEBBED by a small spider.And that friendship turns to love. MURAD is on the floor at the OLD STORYTELLER'S feet, looking up at him… Spellbound. Drunk.I listen gratefully. For I, too, love being lost in his stories. INT AN OLDER MURAD Dissipated, shrunken and jaundiced yellow - he looks decades older than his twenty- seven years.all in the palace flee to the streets. For they fear Murad's grief will incur fresh murder. But he just sits and howls, and drinks... He is keening over the CORPSE of the OLD STORYTELLER.INT THE DJINN'S SUBJECTIVE POINT-OF-VIEWFor in this state, I am finally able to draw him back to the secret bathroom. The wildly swaying silhouette of MURAD approaches. His ATAXIC GAIT is so severe he can barely hold himself upright. Nevertheless, he follows the CAMERA urgently down the corridor which leads to...INT BACK IN THE AGATHA CHRISTIE ROOMTHE DJINN looks at her...INT INSIDE THE SECRET BATHROOM For a few moments, THE DOOR LATCH jiggles feebly... Then stops.to permanent sleep. INT BACK IN THE AGATHA CHRISTIE ROOM This is not what she expected.With no one to hear my voice. No one to know me. Nor feel me. Nor sense me. He lets it sink in…He eases closer to her...slowly...imperceptibly.How it might overwhelm?ALITHEA is mesmerized.if you make no wish at all. I will be caught between worlds. Invisible and alone for all of time. He leans in...Make it your heart's desire. She is utterly still. Spellbound. THE DJINN is alive with anticipation.On his look...This takes the wind out of his sails.He shies back.My work would be so much easier. But the truth is, I am just an idiot, who has been extravagantly unlucky.They glare at each other. It's a stand-off.He shrugs. INT IBRAHIM IS HAULED, WHIMPERING... From the FETID DARKNESS of the GOLDEN CAGE.This sorry mess is overseen by KÖSEM. She is now the EFFECTIVE RULER of the OTTOMAN EMPIRE. INT VALIDE SULTAN KÖSEM WATCHES, THROUGH A GILDED SCREEN, AS... IBRHIM, in full Sultanic regalia - sits on THE THRONE - cushioned by his PLUMPEST CONCUBINES. He looks UTTERLY BEFUDDLED.Governor of Damascus. INT THE LARGEST and FLESHIEST OF HIS CONCUBINES... Makes her way down the labyrinth of corridors.By every measure, his favourite. And had she not been free to roam... INT IN THE SECRET BATHROOMŞEKERPARE - 'SUGAR LUMP' soaks in the bath.it would not have overfilled. WATER spills out of the bathing pool, onto the marble.as she made her way across the floor... She heaves her frame out of the bathing pool and takes a few LUMBERING STEPS towards us.Her LEGS SLIDE from underneath her.As she lands, the SHOCKWAVES FRACTURE the BULLNOSE TILE.INT ON ALITHEAINT BACK IN THE SECRET BATHROOM SUGAR LUMP extracts the BRASS BOTTLE from her rump. Baffled, she scrutinises this unexpected object. Then… In a reversal of the moment we last saw him (fading into invisibility upon Gülten's death)… THE DJINN EMERGES IN THE BATHROOM STEAM BEHIND HER. First as a negative shape...then FULLY PRESENT! INT IN THE AGATHA CHRISTIE ROOMBut I began to beg shamelessly... INT IN THE SECRET BATHROOM SUGAR LUMP gets to her feet, GAPING UP AT HIM.my situation is grave. It's desperate. You must help me.Wish for everything!This is more than petulance. It is a deep loathing.Wish it! Speak it! Tell me!!AT THE BOTTOM OF THE BOSPHORUS!!: INT DEEP UNDER WATER FISH SCATTER to reveal THE BOTTLE, stranded on the SEA FLOOR. INT IN THE AGATHA CHRISTIE ROOM He looks at ALITHEA…at the bottom of the Bosphorus." (deferentially) So here I am - fallen into your careful hands.'I wish' brings infinite unravellings.She stands up.She's pacing now.You say you and I are the authors of this story, but I'm unable to write myself out of it.Alithea has lost patience with him. If he is a CREATURE of EMOTION, she is a CREATURE of REASON.and I'll give it to someone more gullible, someone more desperate, more greedy?!She takes a deep breath.Ready? Number one - I wish your headache were gone. She scans his face for a sign of relief. He stares at her. Blankly. She reaches for her tea cup.She sips the tea.She takes a CHICKPEA BISCUIT from the bowl and pops it in her mouth. THE DJINN is seething.And theoretically…safe.precisely because I cried out my heart's desire. Only by granting you yours can I earn my release.But I cannot - for the life of me - summon up one eligible wish. And you are demanding three. He's had enough.Are you even alive?! He stands, looming over her.absence of desire means enlightenment.She glares at him.who wouldn't grasp the chance to fulfil their deepest longings and I am saddled with the one who claims to want nothing at all! Alithea Binnie, you are a liar!!He FLINCHES!Don't say that!! With each word, his body distorts. This time the Djinn-glitch is so SEVERE. The TV and lights flicker and Cesm-i bulbul bottle in Alithea's hand EXPLODES! We may notice a SMALL CUT on her cheek - in the shape of an Arabic numeral '3'. ALITHEA is surprised by level of his PANIC. His breathing slows.And it was bad. He looks at her.It was the cruellest wish of all.Yet again.He points to the shards of the CESM-I BULBUL BOTTLE on the floor.He begins to gather SHARDS of the broken bottle in his hand.has there been such a wonder."THE CONSEQUENCE OF ZEFIR": INT BACK IN THE AGATHA CHRISTIE ROOM ALITHEA holds up a finger, gesturing 'Wait!' She grabs the bowl of CHICKPEA BISCUITS from the tray, and sits on the bed. About to eat them - like popcorn. She is ready. IT IS THE 1850's - TURKEY INT RIDING IN A HORSE-DRAWN CARRIAGE... We find a passenger, a WOMAN in a NIQAB, covering everything but her HAUNTED EYES. ZEFIR, looking at the world passing outside.Married at twelve to a wealthy merchant. Pull back to reveal THE MERCHANT next to her - an old man in an expensively tailored suit.if you think keeping someone like a bird in a cage is kind. In the seat opposite are two more WIVES, shrouded in niqab, staring at ZEFIR.and didn't talk to her at all. Int. A SPECTACULAR WOODEN MANSION ON THE BOSPHORUS STRAIT White and ornate. The CARRIAGE pulls up at the entrance. The OLD MERCHANT is helped out, followed by the THREE WIVES, who hurry along a CANOPIED WALKWAY which hides them from public gaze until they enter the front door. INT IN THE OPULENT ENTRANCE HALL ZEFIR grabs a tray of food from the hands of a waiting SERVANT and storms up the stairs. She is watched by the HOUSE STAFF, and the OTHER WIVES.She had neither etiquette, nor learning. She grew to no great beauty... ZEFIR is now at the TOP FLOOR and opens the door to... INT HER LOFT She enters. BOLTS the internal locks and VIOLENTLY DISROBES, tossing aside her niqab in a rage.HOLD ON HER FACE as she comes up for air - trying to calm her breath. LIGHT streams in from one high dormer window - the only window into her UNIQUE 'CAGE' from which she cannot see out or be seen.INT A LARGE FISH IS CUT OPEN The DJINN'S BRASS BOTTLE spills out, GLEAMING - cleaned by the acids of the gut. THE COOK holds it up, surprised. The OLD MERCHANT nearby, fastidiously inspecting his KITCHEN - approaches for a closer look. INT IN ZEFIR'S LOFT - EVENINGfrom her husband. The OLD MERCHANT undresses as he watches his YOUNG WIFE unwrap her gift...INT LATER THAT NIGHT She takes a CARVING CHISEL from her toolbox, picks up the BOTTLE and chips away at the seal.As The MAKINGS of THE DJINN blasts from the bottle, CAMERA pulls back to illustrate the process. Each stage is...Stage 1 Electromagnetic waves Then... Stage 2 Vapour Stage 3 Organic particles Stage 4 The formation of organs... Now we see... INT THE EXTERIOR OF THE MERCHANT'S MANSION We favour the CORNER TURRET on the TOP FLOOR...INT IN THE AGATHA CHRISTIE ROOM ALITHEA leans forward, taking this in.I saw at once that she was sharp. She saw that I was desperate for freedom and conversation. I told her my story, as I have told you. THE DJINN'S eyes are on ALITHEA.INT BACK IN ZEFIR'S LOFT - MORNING It is full of intriguing clutter. Her room is a haphazard museum of a lonely life. We are looking at INTRICATE EMBROIDERIES. They depict a SHAH and his quest for flight - by means of FOUR HUNGRY EAGLES tethered above his THRONE. Lumps of MEAT dangling above them. As THE DJINN admires the brilliance of her craft, ZEFIR invites him to look into an INGENIOUS ANIMATION DEVICE she has invented. It is a 19th Century version of a GIF. She turns a geared handle, and the embroidered EAGLES LIFT THE SHAH into the AIR. Over and over. THE DJINN laughs with DELIGHT. And ZEFIR delights in his pleasure.She was a great artist, but no one saw her art. She turns a spindle and THE BLADES ROTATE, creating enough energy to LAUNCH IT high into the vaulted loft. When it descends, THE DJINN 'hovers' the AIRSCREW above his palm - gently returning it to ZEFIR.She thought she might be a witch - except, she said, if she were a man, her intellect would have been ordinarily accepted. As she voices her frustration, she rhythmically whacks her hand with the Airscrew - then tosses it aside.and I knew what her first wish would be... ZEFIR, her eyes glistening with hope...I wish to acquire all knowledge that is useful, beautiful and true. INT IN THE AGATHA CHRISTIE ROOMThe insinuation is not lost on ALITHEA.languages and poetry.which was bliss to her. While ZEFIR focuses intensely on her work, THE DJINN serves her a tray laden with DELICACIES. He is happy.I brought her books and writings, Which we hid in her collection of bottles... He places a RED GLASS BOTTLE on a silver tray, and invites her to TAP IT LIGHTLY. THE BOTTLE seems to 'melt' into countless tiny beads, spreading thin across the tray, like mercury. ZEFIR carefully places a well-loved BOOK in the centre of the tray. The tiny beads REGROUP, rapidly, and ENVELOP the book in glass. She whispers a single, mysterious word (Sheeba) and - just like that - the RED BOTTLE is reformed, sealed, with the book trapped inside.or Euclid from the green, Pythagoras, or Spinoza without needing me to re-embody them. They are in vibrant conversation, surrounded by these COUNTLESS BOTTLES of auspicious content. INT BACK IN THE AGATHA CHRISTIE ROOM The memory surges through him.And I lost my heart to her. Hold ALITHEA...Her larynx…A little gulp.To see her flourish. Then... INT ANOTHER BOTTLE... is placed in the COLLECTION. An offering from her HUSBAND. It is the UNMELTED, pristine CESM-I BULBUL- The Nightingale's Eye. CLOSE on ZEFIR'S SULLEN FACE.Totalmente. The OLD MERCHANT in his night shirt, stands directly behind her. He bends her over the bed, face-down. He unbuttons a MODESTY FLAP at the back of her night dress, exposing her bottom.the gestures of submission that her husband required. To give him height, he steps onto a FOOT STOOL. HIS FEET are disfigured with GOUT and his TOENAILS GNARLED and deathly. THE OLD MERCHANT mounts her like a sad donkey. HOLD ON THE OLD MAN'S FACE, pained with effort...Suddenly, he GASPS. Something she's doing gives him an INTENSE SENSATION. A thrill!who had not made love with a Djinn. He finds himself being PUSHED BACK onto a CHAIR stacked with books. ZEFIR straddles him. As his HANDS splay out, reaching for HER FACE, we see the GREY HAIR on his forearms standing on end, electrified! His HEAD JOLTS BACK and his ARMS SPREAD, Christ-like. Ecstatic. He cries out!ZEFIR shoves him out. Then... Grabs his cane, hands it to him - and in exchange - takes his PINCE-NEZ. She shuts the door, bolting the locks. INT IN THE HALL OUTSIDE... THE OLD MAN is left STUPEFIED - a whimpering zombie in a nightshirt. He looks down at his groin, then turns back...CLAWING at HER DOOR. Wanting more.an obsession. INT SPECTACULAR CUMULUS CLOUDS…I would leave her room and journey the sky...I saw the oceans and the mountains and the beasts of the forest where no man treads. PULL BACK to find... THE DJINN, CRADLING ZEFIR IN HIS ARMS. He is caressing her FACE, languid and pale.she would be waiting for me. I would tell her of my day and she would faint with joy and disappointment. INT BACK IN THE AGATHA CHRISTIE ROOMShe had devised a 'Mathematica,' a language to explain the forces which bring space and time and matter into being. INT BACK IN ZEFIR'S ROOM... NIGHT STREWN with PAPERS, on which she has written endless ALGEBRAIC EQUATIONS. We find her at the table, muttering, SCRIBBLING feverishly.But she could not solve this puzzle.the doors of her perception... INT BACK IN THE AGATHA CHRISTIE ROOM The afternoon light plays on HIS WISTFUL FACE.I taught her to dream as Djinn do. Awake. INT NOW... THE INK SPLATTERED PAGE fades away but the CALCULATIONS REMAIN, suspended...FLOATING IN SPACE. It's hard to tell whether we are at the level of electrons or vast galaxies. Yet, what we are seeing is what unifies them - MATHEMATICS.We are moving through PLANES of Geometry, Calculus and Abstract Algebra - variations of the CELEBRATED EQUATIONS of Newton, Maxwell and Einstein. INT AGAIN...IN THE AGATHA CHRISTIE ROOM On ALITHEA, caught up in THE DJINN'S recollections.The very stuff of which the Djinn are made. To demonstrate this, he wriggles his fingers and a VAPOUR - BLACK, RED and SHIMMERING - emanates from their tips.And when she was to bear a child... I was plagued with happiness. For I knew it would strengthen us.I loved the fervour of her mind. I loved her anger. I loved my power to turn her frowns into smiles. I loved her more than Sheba.This is quite a confession. He goes further...To remain her prisoner. The thought of being set loose sickened my heart. ABRUPTLY... \*THE DJINN puts his fingers to ZEFIR'S LIPS.IN THE AGATHA CHRISTIE ROOM... \* ALITHEA is taken aback.She began to accuse me of trapping her, like her husband. IN IN ZEFIR'S LOFT \* THE DJINN 'melts' the CESM-I BULBUL and places HIS HAND in the 'mercury' of tiny beads. As he is ENVELOPED, he VAPORISES and scintillates like a heat haze. As the BOTTLE REASSEMBLES, he is SWEPT INTO IT.I would put myself in the bottle. To be sealed. That way she could have power over me. INT BACK IN THE AGATHA CHRISTIE ROOM He holds back tears...I could do that for her. ALITHEA's eyes moisten in response.Every time, except the last, when, like a sudden squall, all thunder and lightning... INT ZEFIR'S RAGE BUILDS... She TURNS HER BACK on the CESM-I BULBUL BOTTLE...INT IN THE AGATHA CHRISTIE ROOMShe was out, I was in, and she had forgotten me. THE DJINN turns away...in despair. ALITHEA feels for him, keenly.to love someone entirely? His gaze drifts away. He is heartbroken. Human. Then...THE DJINN lifts his head.He looks at her. Her hand is shaking.He waits, motionless.Alithea inhales...THE DJINN is processing this. Uncertain.I want that love professed in ageless tales. She is no longer just a creature of reason.and that love you gave to your genius, Zefir. I want it. THE DJINN'S response is a long and hesitant pause.Is it too much? Is it all too much to ask? ALITHEA'S EYES are alive with courage, as he LIFTS her to meet his upturned face. They 'melt' into each other.How can I persuade you that I once found love with a Djinn? In any case, few would believe me. INT CAMERA pivots away from them and begins to PAN, slowly, around THE ROOM...It's more like a vapour. A dream, perhaps. To lure us into the enchantment of our own stories. If that's so, how are we to know if it's ever real? Is it a truth, or simply a madness? The play of light on the WALLS suggests that time is ACCELERATING. As we reach the WINDOWS, the clouds become stars. The day becomes night. Then it is day again. Now THE ROOM seems to PULSE with a delicate, SHIMMERING TREMOR. The CAMERA CONTINUES its pan and - distorted in the MIRROR opposite the bed - we glimpse slivers of their intimacy. Writhing shapes and colours incandescent. When CAMERA finally comes to rest on The Lovers again, ALITHEA is FACING US, CRADLED by THE DJINN. The lower half of his body seems to be COILED through her legs and around her, like a great python. Glistening blue-black. As we push in, ALITHEA is given to intermittent tremblings - aftershocks. She looks DIRECTLY AT CAMERA. Her EYES are blood-red orbs with irises the colour of malachite. Then... As she mellows...with each breath...they become NORMAL. INT ALITHEA'S SLEEPING FACE We are CLOSE ENOUGH to see the RAPID EYE MOVEMENTS behind her LIDS. EASE BACK, as she slowly emerges from a deep hibernation. She is AWASH with SUNLIGHT and the SOUNDS of ISTANBUL - traffic, the voices of the street and the bustle of boats and ferries. We see that - for the first time - the BALCONY DOORS are WIDE OPEN. (The sounds and the light are now naturalistic, INFERRING we are back in REALITY) She sits up, tangled in the sheets and... We notice that she is ALONE in the bed. INT THE BATHROOM The bath is filling. ALITHEA is brushing her teeth. INT AT THE BATHROOM MIRROR ALITHEA stops brushing her teeth.Will you come home with me? We can barely differentiate THE DJINN'S ANSWER from the sound of the RUNNING WATER and the ELECTRIC TOOTHBRUSH... She smiles.but it will be better if you're there. She resumes brushing her teeth. (Is THE DJINN REAL or just a COMFORTING FANTASY?) INT AIRPORT DEPARTURE SECURITY QUEUE ALITHEA places her shoes, carry-on and laptop into trays and sends them towards the X-RAY MACHINE. She steps through the FULL BODY SCANNER. The screen reveals unknown objects in each of her jacket pockets. A female SECURITY OFFICER beckons her.What is in your pockets? Out of one pocket, ALITHEA carefully reveals a CRYSTAL BOTTLE and from the second pocket, the SCREW CAP.A SURLY SUPERVISOR approaches.ALITHEA hands the documents to him. He checks them. Then opens his hand for the BOTTLE.He silences her. Takes the BOTTLE, sniffs it, and holds it up to the light. Turning it this way and that.She watches as he tips THE BOTTLE upside-down, takes a PENCIL, inserts it rudely, SWIZZLES it around and SHAKES it VIGOROUSLY. Then… The SUPERVISOR screws the CAP back on the bottle. He is about to give it back, when ALITHEA, reaching out too eagerly... Causes him to withdraw it. Teasing her.ALITHEA makes one last attempt to stop the bottle going through the x-ray machine, but the SUPERVISOR blocks her way and the female GUARD puts a restraining hand on her. The SUPERVISOR places the BOTTLE in a plastic tub and sends it THROUGH the X- RAY MACHINE. ALITHEA gasps. The SUPERVISOR and his team scrutinize her as… The BOTTLE comes out the other side. The technician behind the x-ray screen shrugs - 'nothing there'. ALITHEA removes the CAP from the BOTTLE, glaring at the SUPERVISOR. Mindful of the large, impatient QUEUE, with a somewhat contemptuous wave of his hand, he sends her on her way. INT IN FLIGHT, FROM ISTANBUL TO LONDON... We find ALITHEA sitting UTTERLY STILL in the aisle seat - her eyes fixed on the OPEN BOTTLE cupped in her hands. INT A MODEST WHITE TOWNHOUSE - NUMBER 333, PRIMROSE HILL, LONDON The street is empty, but for the Homeless and a Mother in a burqa with a Child. There is angst-ridden graffiti on the walls. This is the Modern World in a state of unease. A taxi moves off. ALITHEA stands outside her home. INT INSIDE... She places the OPEN MINI-BAR BOTTLE on a shelf, amid her diverse COLLECTION of GLASS OBJECTS. She steps back and waits. Nothing happens. She gives the BOTTLE a little shake…then puts it back. Still nothing.The bottle, it seems, is just a bottle. She backs away. INT THE BEDROOM She hangs her jacket in the wardrobe and we PAN her back to the SUITCASE on the bed. As CAMERA encroaches on her BACK, we become aware of a DISTINCTIVE THRUMMING downstairs - from the room below. ALITHEA goes to the LANDING of the DOUBLE-HEIGHT ATRIUM and looks down to catch a brief view of... INT HER DJINN! The sight of him fills her with pleasure. ALITHEA comes down the stairs and into the... INT THE IVY-WALLED COURTYARD ...Where she finds him, standing VERY STILL in the centre of the small garden. He is looking up into the London sky. She quietly enters his meditative space.Full of insistent voices and rushing faces.Television and phone towers and such?All murmuring at once. Bend your head. In profile, he bows, lowering his forehead close to the crown of her head... At first the sounds are faint, but they BUILD RAPIDLY to a CACOPHONY. Among the news alerts, police radio chatter, airline pilots negotiating landing slots, ringtones, the gabble of Apps, the pinging of car-key remotes - we hear conversations on phones, talk-back, TV and online - a rancorous multitude of politicians, comedians, pop stars, opinionators and the like... Until, after a few short seconds, it's ALL TOO MUCH FOR ALITHEA! She pulls away.He nods...his eyes are in a state of SHIMMERING TREMOR. His skin is VAPOROUS, SCINTILLATING, as if MUTED IMAGES are ROILING inside of him.He recovers, regaining focus.I'll soon get used to it. THEN… From over the NEXT-DOOR FENCE, another VOICE. The accent is posh...A refined, 70-year-old, elegantly dressed woman - CLEMENTINE - pokes her head over the garden wall and peers nosily into Alithea's yard. CLEMENTINE'S twin - FANNY - appears on their BALCONY.Are you well?'Why would Dr Binnie waste her time and intelligence studying the ways of others - instead of upholding our own?'I am rather more likely to be embarrassed by anybody reflexly frightened of anybody different.It's how they live. What they believe.from start to finish. ALITHEA glances at THE DJINN…but HE IS NOT THERE. She looks around. He is gone.It's a scientific fact!Animals do have a natural habitat. That is true. But human beings are capable of living in any environment they bloody-well choose!A PLANE ROARS overhead, drowning out parts of their argument.We're never going to get any sense out of her. As they huff off...But you're both…PITIFUL.on OUR SIDE OF THE WALL! When they have gone, ALITHEA storms back... INT INTO THE HOUSE And slides the glass doors SHUT!! She is seething. Unable to let it go.I should feel sorry for them! She opens a draw, grabs an ASTHMA INHALER and takes a puff.She yells at the wall shared in common with Clementine and Fanny. THE DJINN has been observing her.That's not a wish, by the way.As she struggles to calm herself, he eases forward. The closer he gets, the louder the cacophony. His 'transmitter', as it were, is turning up the volume. This time, we see the EFFORT on his FACE and in his BODY as he begins to BEND the unbearably strident SOUNDS and VOICES (including echoes of the quarrel with Clem and Fanny) until they become more mellifluous. MUSICAL. Thrumming and harmonious, it recalls the music that we first heard when King Solomon serenaded the Queen of Sheba. And, as they touch foreheads... We see ALITHEA'S angst begin to melt away. This is the Song of Transference. Not quite a lullaby, nor an anthem - it is ancient, soaring and full of longing.INT Fills the space and continues in support of THE BRIEF VIGNETTES that follow... Through a FROSTED GLASS WALL, we see UNIVERSITY types going about their business. CAMERA PULLS BACK to find ALITHEA, typing at a desk in a SMALL ROOM full of books and academic papers. INT Now she is in the CAFETERIA, nibbling lunch and RUMINATING as she watches the RAIN OUTSIDE. INT Later, she is on The TUBE, making her way home. INT It is EVENING. ALITHEA is leaving the LOCAL SUPERMARKET with the day's shopping. INT She WALKS HOME in the rain-washed streets. THE MUSIC crescendos and STOPS as… ALITHEA taps the code on the KEYPAD, which unlocks… INT THE FRONT DOOR OF HER TOWNHOUSE ALITHEA finds THE DJINN in the dining room, sitting at the table, his BACK TO CAMERA. (As in the hotel room and in the time of Gülten, he has found clothes appropriate to the circumstance.) On the table sit the familiar pot of rose tea and the tray of delicacies. She embraces him from behind.Every voice. Every scent and touch. You were everywhere. As this is spoken... We CUT TO their faces. He reaches out and takes a NAN-E NOKHODCHI from the brass bowl. He nibbles it. ALITHEA'S face lights up - an inspiration. She grabs the BOWL...He turns to watch her as she makes for the front door. STREET EXTERIOR - PRIMROSE HILL, LONDON ALITHEA walks resolutely from her house to the NEIGHBOURS - Clementine and Fanny. She taps the door-knocker. A RAKING SHOT… As she waits. In the background, we see the PORTICO of her front door, from which THE DJINN emerges, casually lifting his hoodie over his ears. At this point, we hear the muffled presence of CLEM and FANNY from inside. …Who is it? …I believe it's her! …What does she want? CLEMENTINE opens the door. FANNY is at her side...She offers them the NAN-E NOKHODCHI.CLEM and FANNY look at the biscuits, doubtfully. To reassure them, ALITHEA picks one...She tastes it, eagerly. In response, CLEM reaches out and carefully - lest it crumble in her fingers - chooses one, hands it to FANNY, then takes another for herself. CLOSE on ALITHEA nodding encouragement, as we see someone, OUT-OF-FOCUS, approaching. CLEM is about to pop the biscuit in her mouth, when… THE DJINN appears DIRECTLY BEHIND ALITHEA. Nothing on the faces of CLEM and FANNY indicates that they see him. ALITHEA, however, takes a momentary glance back and then addresses Clem and Fanny…He'll be staying for a while. CLEM and FANNY'S FACES remain inscrutable. THE DJINN utters a single word…HOLD CLEM and FANNY. Time is suspended... Until, finally, they say...THE DJINN is real to others.My Djinn told me, when they come together, in the Realm of Djinn - they tell each other stories. Stories are like breath to them. They make meaning. Out of the black we see... INT DRONE IMAGES OF SPRAWLING TECHNOLOGY RADIO, TV and CELL PHONE TOWERS - TRANSMITTERS pointing in all directions. Buildings covered with white SATELLITE DISHES, like rampant mushrooms.Each story we tell is a fragment in an endless, shape-shifting mosaic. And this small pebble, like all stories, must end. If it's about wishing - it's a cautionary tale. So how will it go wrong? Perhaps it already has... INT AS ALITHEA ADDRESSES A CROWD… In an over-packed LECTURE THEATRE... THE DJINN stands at the back in his LONDON THREADS - the long coat, the beanie, and leather gloves.the Djinn would accompany the Narratologist to her work. And when he wasn't with her, he would go in eager exploration of the world. INT IN A NEUROSURGICAL SUITE Unseen in the shadows, THE DJINN observes a TEAM of MEDICOS perform advanced Cerebral Angiography. They are lit only by the glow of multiple screens, as they guide their catheters...I saw many things. I watched a human look into the living brain of another and arrest a fatal bleeding. INT THE LARGE HADRON COLLIDER - GENEVA THE DJINN is in awe of this prodigious technological apparatus.INT A GIANT RADIO TELESCOPE - JODRELL BANKthat listens to the whispers of stars long dead. IN IN ALITHEA'S LIVING ROOM... They lounge by the fireplace.All these astonishments in less than 200 years.Despite all the whiz-bang, we remain bewildered.we are filled with dread and panic and we turn on each other. He sits up to look at her directly.That is your nature.Hate prevails. It metastasizes and outlives love. I just want to talk about love.All of you.You fumble around in the dark and yet you herd your intelligence to great effect. It is quite a story. I can't wait to see where it goes. ALITHEA regards him solemnly.But a Djinn might. A Djinn has all the time in the world.have managed to eclipse the power and purpose of Djinn and Angels. You have no use for us, perhaps we will wither and...of all my lectures and papers.Their smiles are faint. The mood is pensive. INT THE TOWNHOUSE - PRIMROSE HILL, LONDON We follow ALITHEA as she HURRIES to her front door. INT SHE ENTERS...CAMERA stays in the LIVING ROOM - and waits - as she checks out the garden and upstairs.She comes downstairs... And stands…in the silence. At that moment… She notices a few FINE FLECKS of ASH drifting around her. They are coming from a door - slightly ajar. She goes to investigate and we follow her into... INT THE CELLAR And there, in the dark and the rising damp she finds...He doesn't move. She reaches out. As she strokes his coat, he begins to CRUMBLE under her touch. ALITHEA GASPS. She turns on the light and moves to see his face. The sheen of his dark satin skin is DULL and GREY. He is frosted in a FINE ASH. His EYES are open - OPAQUE - lifeless.The faint breeze from upstairs is eroding his features - FLECKS of him FLOAT up into the shafts of light. ALITHEA doesn't dare touch him again. She incants his name in a hoarse, frantic whisper.Panicked. Desperate.Nothing.Then…And it works. Because it is a SECOND WISH. But, as he opens his mouth to speak, part of HIS FACE threatens to fall away. ALITHEA reaches out to stop it. And ON HER TOUCH… His powdery skin QUIVERS and healthy, vibrant COLOURS RADIATE from under her fingers. The ash becomes vapour… And he is STARTLED back into the world. (He tries to articulate the word 'Alithea' but it's lost in Djinnbish.)His eyes regain focus. He lumbers to his feet and pulls his coat back over his shoulders. He clambers UP THE STAIRS and out of the cellar. Gathering himself...A long, bracing walk! I have prepared something for us. She notices the HEM of his FULL-LENGTH CASHMERE COAT DRAGGING on the floor. And the SLEEVES are TOO LONG for his arms! INT He tries to shake it off... Djinn-glitching again. He manages to shape-shift, ENLARGING back to his USUAL SIZE.A most wonderful night for us. It will be amazing. The best time of your life! He puts on his beanie and is about to open THE FRONT DOOR...This stops him. He turns to look at her.I can push them from my head. Push them away. Avoiding her, he slips back into the LIVING ROOM. He picks up a tray of food, a tennis racquet and a ukulele.She stops him. And calmly begins to take the objects from him...Not from this world.You are My Alithea. And I love you.A gift of oneself...given freely. It's not something one can ever ask for. As he grasps the idea...The moment I spoke that wish, I took away your power to grant it. She lets this sink in.I'm not going to screw this up again. A deep breath...He is utterly still. His breath suspended.CRAACKKK! They turn to see... The BOTTLE DISINTEGRATE and LIQUIFY into tiny marbles of glass. As they cascade onto the floor, they fragment and trickle away to...nothing. She smiles, eyes moist, in celebration of his release. He is OVERCOME with gratitude. There is something he wants her to know. He tries to speak...But he can't.Like a drowsy infant, ALITHEA lifts her heavy eyelids to check if he's still there... He is. Looking at her tenderly. She smiles, and drifts back into sleep. I WE MAY REMEMBER... The image of ALITHEA packing the photo album of her marriage into a box marked STORAGE…Now, she does the same with the Djinn's clothes - neatly folded. She stores the BOX in THE BASEMENT. INT A CAPTION...in the Realm of Djinn - they tell each other stories. Stories are like breath to them. They make meaning... Now, also OUT OF FOCUS, someone APPROACHES her from BEHIND. It is a SMALL CHILD - perhaps two years old.As ALITHEA turns to look... We see the BLURRED IMAGE of a FATHER pick up the child and move out of frame.Now, ALITHEA flicks to the opening page of her journal where we see the title... THREE THOUSAND YEARS OF LONGING, and the narration that began this story... My name is Alithea. My story is true. You're more likely to believe me, however, if I tell it as a fairy tale. As she did years before with Enzo the imaginary school boy and, later, her ex- husband, she has made a JOURNAL of The Djinn. She snaps it shut, sheathes the fountain pen, and sets off walking through the park. NOW…CAMERA CONVERGES ON HER FROM SEVERAL DISRUPTIVE ANGLES. From ABOVE. From the LEFT. From the RIGHT. And from BEHIND. She stops. Sensing a presence. She turns, and there, approaching from across the park, is... THE DJINN. (He is wearing a long coat, and hoodie.) SHE GAZES at him - her face betraying no emotion. She CLOSES HER EYES and begins a count to 'three'. Before she finishes, his SHADOW falls on her. When she opens her eyes... He is there. Right in front of her. They embrace. We watch as they walk off - arm in arm. A young man kicks a SOCCER BALL. Hard. It bounces off a lamp post, and hits THE DJINN on the shoulder… He recovers the ball, and skillfully kicks it back. It ricochets off the post and bounces straight into the arms of the Soccer Player...

When they held, in their hands, glass tiles that could coax love songs from the air...

The IMPOSING FIGURE of Professor GÜNHAN RIFAT (40's, exuberant) making his way towards them.

The CLAP-CLAP-CLAP of a WOODEN RATTLE, twirled by a street vendor in…

I'm not sure. But it could be Cesm-i Bulbul - a 'Nightingale's Eye'.

A thermal blast which ignites the tissue paper in which it was wrapped.

This is followed by a WISP…an EMANATION…a prodigious FLOW from the BOTTLE. It billows CRIMSON, BLUE, GREY and BLACK as it surges into the BEDROOM.

Her glasses fall off her face and hang from the lanyard around her neck.

The bathroom is cast in shadow as an ENORMOUS FOOT (out of focus) blocks the doorway!

She is puzzled. Apprehensive. Trying to process what's before her...

FIVE GREAT TOES, a throbbing vein inside an ANKLE of EBONY SHEENED SKIN. Unstable, vaporous.

After a moment, she steps forward and reaches out to touch the FOOT. But it SWELLS and RETRACTS, with a sucking sound, into the bedroom, from where is heard a THRUMMING MURMUR. Deep. Musical. An incantation of gratitude, or expletive, perhaps.

SILHOUETTED and OUT OF FOCUS, his DARK FIGURE is CRAMMED into the room, curled around himself like a snake. His huge head and shoulders pushing against the ceiling.

ALITHEA puts on her glasses to examine the SKIN OF HIS BACK. Polychromatic. Like satin.

She cannot see his face. He is TURNED AWAY from her - murmuring in an unknown language (this is Djinnbish)

And so she granted him what he most desired, which was to wed her and be taken to her bed.

The UNFORGETTABLE FACE of SHEBA, glowing with sweat and pleasure.

No. No. I thought I might grieve over loss and betrayal, but the fact is -

The poor girl told me she was distractedly in love with a beautiful man, and she wished immediately

INT GÜLTEN emerges from Mustafa's CHAMBERS and enters the SHADOWY

Leaving the sodden, arched CORPSE of GÜLTEN - ALONE ON THE ROCKS.

It LOOMS TALL as it FOLLOWS various inhabitants of the Seraglio.

We come out the other side, and unlike the futile attempts of the past -

He turns towards us, waving his sword like a blind man with a white cane.

THE BOY FOLLOWS, leaving behind his playmates - their image blurred.

MURAD enters the room which has been undisturbed for one hundred years.

Agitated by a gnawing sense of purpose, he drags his sword across the marble.

Without knowing why, he has a compulsion to expose what's underneath.

Wrapping his small fingers under the bullnose, he tries to lift it - but it's too heavy - even for a strong seven-year-old.

He wedges his sword in the back end of THE MARBLE SLAB and attempts to lever it open.

She makes a subtle gesture of obeisance and backs out of the room, quietly closing the door behind her.

THE HOOVES leave bloodstains on the stone floor. CAMERA rises to find MURAD in the saddle. HE alone is IN FOCUS.

ONE OF THEM is presenting his jocular tale. Murad's Warriors and the other Storytellers - can't stop laughing.

But not MURAD. He is glaring, agitated...chipping at the floor with the point of his sword.

Another HAPLESS STORYTELLER is rowing frantically across the Bosphorus.

As before, we PASS BACKWARDS through the DOOR as it melts momentarily around us...

And this is the story you've been avoiding telling me all along?

ZEFIR nods cursorily and goes to her COLLECTION of at least one hundred FLASKS and JARS - most of them GLASS.

First, an arrow indicates the mouth of the bottle and the following description...

Our view is largely obscured by SHUTTERED WINDOWS, but - by the play of light, and the sound of THRUMMING - we sense THE DJINN EMERGING FULLY from the BOTTLE!

She UNDRAPES a small-scale model of an experimental FLYING MACHINE - an AIRSCREW made of cloth and wood.

She could have been remembered like the genius da Vinci, whose theories of flight were the talk of Sultans and Kings.

THE DJINN listens to ZEFIR as she paces, agitated, like a caged animal.

ZEFIR'S FINGERS glide across THE PAGE. After little more than a second, she flips to the next.

HER EYES DART. Her leg jiggles with nervous energy as she READS with STARTLING RAPIDITY - like Alithea did at the beginning of this story.

ZEFIR is studying Kepler's Laws of Planetary Motion. Using a compass and stylus, she is drawing the Earth's elliptical orbit around the sun.

Crammed with wild ALGEBRAIC SEQUENCES - flowing from her pen. She STOPS ABRUPTLY and CROSSES OUT her most recent calculation. She has come to a DEAD END. She sinks to the floor, foetal-like.

When THE DJINN puts a consoling hand on her shoulder, she shrugs him off.

And in this way, the solutions came to her. She was able to explain powers invisible...

Everywhere on goes, ethnics. We are being overwhelmed, and we're inviting our doom.

I visited the 'collider' - a vast gizmo - which probed the essence of matter.

He is propped up - back to us - against the stone wall. Hunched over. Foetal-like.

She has a fountain pen and - in sepia ink - is sketching in a leather-bound journal. She puts the finishing touches to a DIAGRAM explaining the stages of the DJINN'S EMERGENCE from the BOTTLE - invisible, gaseous, vaporous, particulate, organic. (We may remember seeing the animated version of this drawing during the Zefir sequence).

Beyond her, OUT OF FOCUS, a COUPLE of YOUNG LOVERS are trying out roller- blades for the first time. They flop down on a park bench and canoodle.

ALITHEA goes back to her journal, riffling to the last pages - where we see that she has written the narration we heard earlier...

ALITHEA and THE DJINN continue on their way… To the casual observer, they are just another couple in love...and they would grasp each vivid moment. Despite the pain of the raucous skies, he always stayed longer than he should; long after she begged him to leave. He promised to return in her lifetime. And for her, that was more than enough.

A red, dusty road in a mining town. A POLITICIAN (55) in a white shirt and pants who looks more like a local hood, travels on top of a Jeep which has been designed to look like a mythological chariot. The jeep moves through the market place. His 40 supporters are on 15 motorcycles bearing bandannas and flags in his party color, yellow. They ride slowly in front of the chariot shouting slogans.A couple of his supporters climb on the Jeep and garland him. He is already laden with a dozen garlands- all yellow marigolds. His supporters gesture at everyone to listen to him speak. He addresses the crowd on a microphone.His supporters are silent.His supporters start cheering him to not give up.

Humara neta kaisa ho? Mangal Netam jaisa ho! Mangal Netam Zindabad!

Mangal Netam aapke beech vote maangne nahi aaya hai. Mat do mujhe vote! Mat do!

Mujhe iss kshetra ka vikaas chahiye. Mera sapna hai ki har bacche ke daaye haath mein laptop aur baayein haath mein mobile ho. Aur woh log aapke aur vikaas ke beech ka kaanta hai.

Magar yeh dharti ka poot aapke liye khada hai. Agar woh laal hai toh main kamaal hoon. Agar woh teer hai toh main top hoon. Isiliye main kehta hoon ki agar aap iss chetra ka vikaas chahte ho toh aapko pata hai ki aapko kya karna hai.

The Politician and his cronies travel in a car. He talks on his cellphone. In front of them, the road is blocked by a fallen tree. As soon as the driver realizes it, everyone in the car panics as he tries to frantically turn the car. As the driver tries to take a sharp U turn, eight uniformed naxals(4 men, 4 women), their faces covered come out of the woods with guns, mostly 303s. The driver and bodyguard run out of the car begging them to spare him. Mangal is frozen. When he turns back he sees both the driver and his bodyguard running away. A naxal woman opens the car door. A man pulls Mangal out of the car, on the ground below. The woman pumps two bullets into him with her 303. Very economical. 2A PROLOGUE: IN POST (Give background of the situation) 2A

An ELECTION COMMISSION OFFICER, P K MISHRA (50) is conducting a workshop for 40 men and women. There's an EVM on the table.Mishra looks stunned. Some people laugh.Silence.Laughter. Mishra regains his composure.A lady officer raises her hand with trepidation. Mishra looks at her.Mishra is getting a bit exasperated.A KEEN TYPE PROBATIONER, KTP, raises his hand. Mishra points to him.Mishra lifts the manual.An officer raises her hand.Mishra is not impressed.Officers in the audience laugh.The group laughs again.

India ka election duniya hairan hokar dekhti hai. Tees hazar karod ka kharcha, chaurasi karod voter, nabbe lakh polling booth. Har baar Guinness Book mein hum apna pichla world record tod ke ek naya record banate hai. Humne saabit kar diya hai ki hamari sansad mein goonde bhale hi chun ke aa jaaye magar chunaav mein goonda gardi nahi kar sakte. Kyun? Kyunki hum aur aap, Election commission ke chunav adhikaari, aisa hone nahi dete...

Dekhiye kal ki ghatna ke baad darr lagna swabhawik hai... It is human nature. Yeh pradesh Maowaad se grast hai. Kal ki ghatna se unhone chunav boycott ka elan kiya hai. Boycott!

Maowaadi hamare samvidhaan aur prajatantra ko nahi maante. Jo Mao ne Cheen mein kiya woh unhe yahan karna hai. Maoji ka kehna tha ki rajnaitik shakti bandook ki nali se behti hai. Wahan bahi hogi, yahan nahi bahegi. Naksaliyon ko koi hathiyaar agar mita sakta hai to woh hathiyaar hai yeh VOTING MACHINE. Samjhe?

Awwaal to hogi nahi. Hui bhi to hum aapko kuch nahi hone denge. Har polling booth sensitive nahi hota. Jo log samvedansheel ilaako mein jayenge, jaise Dandkaranya jungle, unko poora security cover milega. Aap sirf free and fair election pe focus kare. Chaliye bataiye Chapter 1 point number 1.2 kya hai?

Sir, Presiding officer ka polling booth ke 200 metre ke radius mein poora control hoga. Sabko uska aadesh man-na hoga.

Shabaash. Aap sabko bhi yeh manual ghot ke peena hai. Chunav ke din manual dekhne ki naubat nahi aani chahiye. Am I clear?

Sir, agar polling booth pe Maowadiyon ka hamla hua to hum kya kare?

Hero bilkul mat ban-na. Jo bole kar dena. Chup-chap voting machine de dena. Hum uss booth ka chunav radd kar ke re election karvaenge.

Aur sir, agar re election ke re election mein bhi gadbad hui to?

Sawaal aise poochogey toh jawaab bhi aise hi milege. Accha chhodo. Newton tumhara asli naam hai?

Nu ka New aur Tan ka Ton? Wah. Nutan ka Newton. Wah wah!. Yaar tum to kalakaar nikle!

Len-den se bhi upar ki baatein hoti hain. Suno ab. Pata hai Newton ne duniya kaise badli?

Itne saalon se aap Newton hain, asli baat toh pakad hi nahi paaye. Beta ek jhatke mein dharti aasmaan baraabar kar diya tha usne. Ab poochho kaise?

Hota kya tha ki purane zamane mein dharti ke alag aur aasman ke alag kanoon hotey the. Ek rule hota tha rajaon ke liye, ek rule hota tha hum jaison ke liye. Pata hai na?

Lekin ek hi zhatke mein Newton ne duniya ke totey uda diye. Nature ke aagey koi raja nahin, koi fakeer nahi. Sab ke liye ek hi kanoon, chahe chand pe jao, Amrika jao, ya kahin mat jao, inertia mein raho. Jab kudrat Ambani aur bhikari mein bhed bhaav nahi karti, toh hum kaun hote hain? Samjhe?

Twelfth man bhi zaroori hai. Jaise cricket-football mein. Maaza aa raha hai naukri mein?

Dekho naya naya josh hai tum bhi seekh jaoge saal bhar mein. Shuru shuru mein sabko aise hi lagta hai.

Yeh imaandari ka ghamand. Dekho Newton babu aap imaandaar hokar desh samaj kissi pe ehsaan nahi kar rahe hai. It is expected of you. Samjhe?

Imaandaari se mann halka hota hai bandhu, bhaari nahi. Mat lo duniya ka load, sirf apna kaam karo. Desh ki pragati apne aap ho jaegi.

Ab ullu bano ullu! Zinda rehna hai toh andhere mein dekhna seekho.

Yes sir. Iss mein hai hari seal, strip seal, stamp pad, form 17A, Form 17 C, statutory forms, aur syahi vagerah.

Mujhse ho nahi paega madam. Please Madam. Meri nayi nayi shaadi hui hai. Wife expect kar rahi hai. Main heart patient hoon. Main jungle mein nahi jaunga. Please please!

Suspend kar dijiye. FIR kar dijiye. Magar wahan mat bhejiye. Please.

Actually mera naam Nutan tha. Nutan Kumar. Class mein sab chedte the. Isliye tenth board ke form pe maine Nu ko New aur Tan ko Ton kar diya.

Abhi tak allocate nahi hua hoon. Probation par DM daftar mein hoon.

Ajeeb sa mahoul hai saare daftar ka. Koi nakhoon kat-ta hai, koi patte khelta hai, koi din bhar oonghta rehta hai... bina rishwat koi file khiskaane ko raazi nahi hai... Gharwale aur rishteydaar alag pareshaan karte hai. Jab bhi milte hain upar ki kamai kitni hai poochte hain...

Sir, sirf paise kamane thhe toh call centre mein naukri karta. I want to make a difference.

Newton Kumar, Upper Division Clerk, Collector Office. Yeh Loknath hai.

Madam ne to bataya tha ki yahan cheh mahine se kuch nahi hua hai.

Aap jo bhi keh rahe ho, writing mey dijiye. Main usse apne collector ko forward kar doonga.

Voting ka procedure hota hai. Aise nahi. Inka ID card vagerah check karna hoga. Uske bina yeh vote nahi daal sakte.

Aye aye! Ruko. Priya jao aur batao hum yahan teen baje tak rehne wale hai. Aaram se kaam karke aa sakte hain.

Mera koi vichaar nahi hai Sir, tabhi toh humein election karaane bheja hai.

Logon ko gaon se bhaga kar unke ghar tod diye? Yeh kiska idea tha?

Ekdukm wahiyaat. English picturen dekh dekh ke aapka dimaag kharab ho gaya hai.

Dekhiye boycott ki wajeh se logon ka na aana swabhavik hai. Toh iss situation mein main chahta hun ki kuch constables ko unki basti mein bhejkar unhe yahan surakshit le aate hai.

Kaise nahi ho sakta? Main presiding officer hoon. Aapko mera nirdesh man-na hoga.

Jab tum lakhpati ban jao to apne bangle par khaane pe bulana. Tab baat karenge.

Try kar lo Loknathji. By chance kuch hua, waise hoga to nahi, phir bhi hua to Cerebral malaria bhi ho sakta hai.

Kitne aadmi they? Yeh Kalia hai jo yahan dekhke Gabbar ko khabar dene jayenge, ain?

Aap inse aise baat nahi kar sakte. (Beat) Agar yeh khabri hai to inse gaana kyon gawa rahe the?

Loknathji hum Atma Singh ke paas exactly kitne baje pahuche the?

Zero. Sir, yahan toh kuch theek nahi ho raha, yeh order nahi maan rahe-

Kissi ko jabardasti laane ki aavashyakta nahi hai. Kewal chunav hain yeh bata de. Jo aana chahe aapke saath aa sakte hain.

Sab log dhyan se suno. Aap sab log ek ek karke apna apna vote denge. Yeh machine aapka vote legi.

Vote dena aapka adhikaar hai. Na koi aapko paisa dega aur na hi koi zor zabardasti hogi. Priya batao na inhe.

Yeh desh ka sabse bada chunav hai. Lok Sabha ka. Aap sab ko sadak, bijli, paani, samajik nyay vagerah chahiye na? Aap jise vote doge woh aapke liye yeh sab karega.

Aaap kewal anuwwad kare. Please co- operate. Inhe bataiye inka neta dilli jaega.

Yeh kaise Dilli jaenge! Priya samjhao na. Candidates ki list padho!

Obstruct main nahi aap kar rahe ho. Yeh sab jaega meri report main. Ek ek point likhunga. Dikhaunga!

Ji teen baje tak. Abhi toh asli voter... 'youth' toh aye nahi hai...

Par wait to karna hai na sir. Chahe koi na aaye. Agar ek bhi voter reh gaya to fair nahi hoga sir.

Aap agar wapis jaakar aaj ki kahani kisiko sunaogey toh aapko nahin lagta woh bada khush hoga, woh kahega 'arre wah, iss kahani mein toh sab kuch hai- shuru mein kuch hota hi nahin hai aur aakhir mein goliyan chalne lagti hai.' Kyun?

Yeh bahut badiya kissa nahi hua humare saath? Ab kissa kahan hota hai, Loknath ji? Kissa hota hai theater mein, parde pe.

Subah se shanti thi, jaise hi voting khatam hua, achanak se twist aa gaya.

P.K. Mishra sits alone at a table eating. Newton enters the restaurant/ canteen. When he spots Mishra, he walks to him.Newton looks at him askance.Mishra looks surprised.Newton listens.Newton nods. Thinking deeply. Mishra waits for Newton to resurface. Newton gets up to leave.Newton looks askance.They laugh.Newton smiles politely.Mishra laughs. Newton forces a smile.

Traditional "Arranged Marriage" match making scenario. Newton's parents have taken him to see a girl. They sit on a wooden sofa with cushions. In front of them sit the girl's father, brother and a 90 year old grandmother with thick glasses. There's some noticeable disparity between his family and hers- his are far simpler.Her Grandma passes a framed cloth that has a bulbous rose embroidered on it. Newton's mother looks at the embroidery with interest.GIRL's FATHER Beta ab tumhare roomal kabhi nahi khoyenge. Na koi chori kar paega. Sab par yeh tumhare woh initials kar degi.Newton doesn't know how to react. Newton's parents begin to admire the embroidery. Newton's attention is drawn towards the stairs where he can see some movement. The girl, LILA, nubile and demure enters. Draped in a nice saree, she is escorted by her mother, sister in law and older sister as she holds a tray of tea cups and pakodas. She places the food before Newton and his family and sits down quietly next to her mother. Her head is bowed.Newton is about to say something when-She signals Lila with her eyes. Lila picks up the cup of tea around which a fly is hovering and hands it to Newton. When Newton takes a sip, a film of cream sticks to his lips. He cleans it awkwardly. Newton looks at Lila who looks uncomfortable.The parents laugh. Newton nervously keeps the cup on the table.Newton angrily looks at his father. His mother catches on.Newton clears his throat. He looks at Lila who is looking at the ground.Her parents nod with approval.Lila shakes her head.Newton looks at her father. He glares back.Newton looks like he is doing a mental calculation.Newton gets up, frightfully.Newton looks at his father with anger as if asking: what have you gotten me involved in?

Yeh sahi kahi aapne. Retirement ka sukh to baccho ke saath hi hai. Waise bhaisahab aap lagte nahi saath ke.

Abhi to siraf tireppan poore hue hai. Naukri lagte hi yeh ladne laga, Karwa diya retire!

Badmasho ke adde mein apni beti ko main to nahi bhejunga. Naam padhai ka kaam saara number do ka.

To ek-ded saal mein ho jaegi baalig. Tab kar lena shaadi. Sasur contractor, damad afsar. Retirement tak ghee mein dooba rahega.

Tujhe de kaun raha hai. Main loonga. Saala baap pe masteri jhaadta hai.

Graduate ladki dabaegi teri maa ke pair? Sarkari naukari kya lag gayi tu khud ko jameendar samajne laga? Kal kahega thakur brahman ke ghar byah do? Apni patloon mein reh.

Beta yeh Dilip Kumar wala lehja daftar mein chaprasi pe chalana. Woh darega. Main tera baap hoon.

Two cycle rickshaws- on one, sits Newton, and on the other, sit his parents. Whenever Newton's rickshaw goes slightly ahead, his father tells his rider to buck up.Newton's rickshaw driver suddenly speeds up.

THEME MUSIC. Marimba plays. Modest government quarters. Freshly white washed two room apartment. The whole colony is asleep. Newton stands in the balcony and looks out. He looks disturbed.

Newton is running, early in the morning. He's dressed in a white T-shirt, tracks and wears simple sports shoes.

Newton diligently does his work at his office, which is full of dusty files.

His colleagues are huddled around a table and are watching a cricket match on a cell phone.

Newton's father and mother are watching a soap outside on an older TV set. They look slightly out of place even in this modest setting.

His bookshelf- books like "You Can Win", "Humara Samvidhan", "My experiments with truth", books by Premchand, Ghalib, Republic by Plato, Principia Mathematica (or TYBSc Maths and Physics textbooks). On his table lies the "Manual of Protocols for Presiding Officers of Polling Booth". He opens it.

He bites into a crisp apple and chews slowly as he studies diagrams of how the Electronic Voting Machine is operated.

Newton is in front of a small mirror that's placed on his table. He combs his hair neatly. Once it looks neat and orderly, he shakes his head and gets the hair do he sports. THEME MUSIC ends.

Around 150 men and women are huddled in groups of 3-4, checking their polling materials. They are all carrying handbags. Presiding officers huddle around two large white-clothed tables with Table 1 officials giving them the EVMs and going over instructions and at Table 2, the Collector informing them about their polling booth. KTP stands in queue at Table 1. Newton and a few other 'Reserve' officers are sitting a few feet away on a long bench. Some officers are on their phones, some stare at the proceedings vacantly. Newton watches with the concentration of a benched player. Table 1:The COLLECTOR's ASSOCIATE (local man in his 50's) looks at KTP and ticks his name in his list. He opens a plastic briefcase with the EVM. He hands over some papers in a file.He points to a smaller envelope.The officer is impressed.KTP connects the Control Unit and the Balloting Unit. He switches on the machine and checks whether it is working.KTP walks to the other table where the collector sits with her assistant.Collector looks up.KTP's face turns pale. His countenance betrays fright.On a map the Collector points to the booth.KTP moves closer to the Collector and speaks softly.Insert: Newton is suddenly paying complete attention to what is happening at the collector's table. Back to table:The collector looks at KTP with disdain.Collector waves him away with utter disdain. He darts off. She looks at her PA.

Haan. Yahan. Maoist influence kaafi heavy hai, lekin che mahine se poora control administration ke paas hai. Full security milegi. Aapke saath do sahayak jayenge, aur ek BLO bhi hai waha madad ke liye. Aap abhi helicopter se jayenge.

The jungle is seen from the helicopter pilot's cockpit. From the window, Newton watches the terrain below. OMITTED

LOUD SOUND of a helicopter landing on a helipad on a forest hillock. Dust-storm is created as the fan settles. The door is opened. Newton comes out. Behind him, LOKNATH (57) alights, followed by SHAMBHU (30). Between the three, they hold the EVM boxes, files and polling material. Newton squints his eyes in the dust and looks around. Unmarked vehicles belonging to the Central Reserve Police Force (CRPF) are waiting for them. There are about a dozen CRPF constables with guns. The Sub Inspector, KRISHNA SINGH (32) comes towards Newton. Newton shakes his hand.We can't hear their voices because of the helicopter's noise.Krishna smiles and nods his head.He passes a tube of mosquito repellent.Newton, Shambhu, and Loknath rub it on to their hands and faces as they approach their parked jeep.Loknath gets a coughing fit on hearing it. Shambhu looks like he doing some mental calculation.As they get into the jeep, Newton asks.

Theek se mal lijiye. Iss ilaake mey log goliyon se kum aur malaria se zyada marte hai.

R.O.P. Road Opening Party. Raaste mein mines vagerah clear karne. Dariye mat. Ambush ka chance bahut kam hai.

Figure sahi hai. Magar sirf yahan nahi. Poore pradesh mein. Yahan to matdaan kendra aaj kai saal baad laga hai. Yahan ki casualty figure aaj shaam pata chalegi.

Meri toh abhi tak jahan bhi posting hui hai na, log alag alag jhandon ko salami dete hai.

Bhagwan jaane sahab. Mere aane se pehle se kehte hai. Dushman meaning Pakistan.

Ab humare control mein hai. Phir bhi khatra to hota hi hai. Jageh jageh mines bichi milti hai.

Aap log yahan wahan pishaab karte samay savdhaan rehna. Galat jageh moot diya to kaand ho jaega.

Commandant sahab ko to yeh kharoch lagti hai. Medal ke liye NDE maangte hai.

Khabri hai sab. Ped pe chad ke booth mein jhank rahe the ki kitne aadmi they.

Maine to chaudah saal mein pehli baar vote diya tha. Solah saal mein to hamare jile ke launde chunav lad jaate the.

Sir, mere karam phoote hai. Bina mehnat ki toh mujhe tatti bhi nahi aati.

Chalo sattar mein se char voter to aa gaye. Kam se kam paanch per cent turnout to hoga.

Sir, aapka koi rishteydaar mantri hai kya? Ya koi aur tagdi backing?

Sir, bina backing yahan CRP ke afsaro se aise pesh koi aa hi nahi sakta.

Hindi mein kuch nahi rakha. MA hoon Hindi sahitya mein, dekho aaj kahan hoon. English padao baccho ko. Aajkal to kutte bhi English samajhte hain.

Nahi sir. Adult...Matlab english film dekh ke. Aapko shauq hai? Dhero hain phone mein.. Return of Dracula, Bride of Chucky, Seed of Chucky...

83 mein love marriage honi thi. Uska baap utpaat na machata to aaj teen teen bacche hotey. Tab kahan fashion tha love marriage ka? Ek seth Budau se byah diya Kamla ko.

Kyon? Vidhwa Sethani hai aaj meri Kamla. Hame nahi poochti yeh aur baat hai. Humne bhi kaha chalo jo hai so hai. Ab lekhak ko kasht nahi hoga to kahani kaise phootegi?

Kahani ek election party ki hai jo jungle mein voting karane jaati hai magar laut ke nahi aati.

Kyonki gaon wale aadivaasi kai baras pehle mar chuke hain. Unki laashein Jombie ban chuki hai.

Ab jo pehla card hai woh aap kal thhe, jo card beech mein hai woh aap ab ho, aur teesra card kal!

Bhavisyawani sunke bade bade darr jate hain. Chaliye nahi uthaenye teesra patta...

Sab apni duty hi to kar rahe hai. Commandent sahab ne aise hi chunav dekhe honge.

Main samajhta hoon sir. Mera kewal itna kehna hai ki yeh log bina hilaye hilte nahi, aur hilte hain to rukte nahi hai. Ek prakar ke jombie ban chuke hai yeh log.

Aap akele nahi hai sir. Hum sab milkar kuch nahi karenge... bas yeh saale...

Cream ki adhi tube mal di, tab bhi khoon choos rahe hai. Mujhe thodi sarsarahat si bhi ho rahi hai.

Sir main ekdum theek mehsoos kar raha hoon. Dekhiye fast chal bhi paa raha hoon.

Aap kyon apna BP bada rahe ho. Hum sab ko pata hai aap kitne chintit hai chunav ko lekar... Dekhiye Chunav ke baad sirf ek badlaw aata hai.

Aur nahi toh kya, logon ko do waqt ka khana naseeb ho ya na ho, unhe har election mey vote zaroor karna chahiye.

Dandkaranya yaani veh jageh jahan daand diya jaaye. Ramji aur Sitaji yahin aaye the vanvaas kaatne. Surpanakha ki naak yahin kati thi, yahin Sitaji ne Lakshmanrekha laanghi, aur yehi se Ravan unka apharan karke Sri Lanka le gaya tha...Itihaas bahut hai yahan.

Aap log bacche rahe honge jab Ramanand Sagar ka serial doordarshan par aaya tha. India ka pehla plane Pushpak bhi yahin uda tha pehli baar.

Election ki raunak alag hi hoti hai. Chalo, apna toh yeh last election tha!

To hone kyon diya? Rok dete. Aapko pata hai sab procedure se hua hai. Subah se aapki netagiri dekh raha hoon. Inn logon ko civics padha rahe the? Hain?

Tees saal naukri mein hamare bhi ho gaye hain, aap jaisa ajooba nahi dekha.

Yahan pe jo anyaay ho raha hai isko kaabu mein laane ka solution mere paas hai.

Haan TV! Do saal mein sabko Coco Cola aur washing machine ki lat lag jayegi aur kranti bhool kar line pe aa jayenge.

Kya kare, majboor hai. Suraj na chahte hue bhi prakash baat hi deta hai.

Paanch. Kuch kaam ka nahi hai. Ikka baadshah begum hoti to maza aata.

Four jeeps go in a straight file on the highway that passes through the jungle.

ROP is seen from the windshield. The police radio buzzes constantly- reporting from various outposts in the jungle. The sounds are muffled.Newton, Loknath and Shambhu look perturbed.

An orange plastic flying Hanuman hangs on the rear view mirror.A hillock in the distance glistens like a ghost.Newton looks at him with disbelief.

The four jeeps turn. The light falls on a BLOWN UP JEEP, off the road.

Isi spot pe ambush hua tha. Sau dedh-sau honge unki toli mein. Aadmi aurat sab saath mein chaaron taraf se firing kar rahe the. Aur dus minute mein sab ke sab jungle mein gaayab.

Newton and Loknath look at the blown up jeep.The driver shows his left arm as he continues driving. Very little is seen in that light.Loknath touches it reluctantly.Newton touches the hand.

The convoy enters the CRPF camp. Barbed wire at the wall. Sandbags with gunners behind it. A sentry opens the gate.Krishna laughs.

A small group is huddled outside a tent playing carrom. Newton, Loknath and Shambhu watch this from their tent door.

Newton sleeps. Suddenly, there's light on Newton's face. Newton opens his eyes and sits up. A Gondi man is shining the light. He is LAKHMA. Torch light on Newton's face. His eyes open and he sits up. Lakhma puts the torch light on his own face.He checks his watch for the time.

Ghar pe hai card inka. Kaam se ghar hokar card le ke phir aayenge.

Saal mein do baar 15 August aur 26 January ko master dikhte hai. Unhi do din Jan Gan Mann bhi sunai deta hai. Ab pata nahi kaunsa gunn gaa rahe hai.

Main agle mahine lene wala hoon. Handa. Sir ek baat poocho aap bura to nahi manoge?

Sir aap socho ki aap jitna kaam karte ho utna hi karte raho magar aapki tankha dugni ho jaye?

Ek scheme hai. Shuru mein paanch sau rupaye dene hote hai. Phir dus log aur dhoondhne hote hai jo paanch paanch sau rupaye de. Har naye member pe paisa milta hai. Phir aise hi kadi se kadi judti rahegi aur aap ghar baithe note chapoge. Scheme wale sab samjhate hain. Meeting hoti hai tab khaana bhi milta hai. Sukma mein to ek memberin ne do mahine mey hi Sony ka mobile le liya. Sirf paanch sau rupaye lagte hai. Lakhpati ban jaoge. Bolo Sir?

Newton, Loknath and Shambhu walk towards Atma Singh who is scolding a constable. They wait till he is done. Atma Singh turns and offers his hand to Loknath.Loknath, who looks taken by Atma Singh's personality merely shakes his head.Atma Singh checks Newton out from top to bottom as if re- checking if the EC had indeed sent such a young officer.Atma Singh gets the hint and stops smiling.Newton is startled.

Jungli anda hai. Yahan ki murgiyaan bhi krantikaari hai. Ghanta bhar interrogate kiya tab diya anda.

Woh aap mujh pe chhod do. Yahan tak aa gaye bahut hai. Aage safe nahi hai. Vote andar jakar mere aadmi le aayenge. Aap tension mat lo.

To hum yahan chor police kyon khel rahe hain? Dekho disturbed area mein chunav aise hi hota hai. Kashmir aur Manipur mein maine khud karaya hain.

Ekdum correct information hai aapki. Wahi se mere aadmi vote layenge.

Newton ji, inn logon ko kuch nahi padi election ki. Upar se boycott ka elan hua hai. Main likh ke deta hoon koi nahi ayega.

Sarkari maal hai. Kaske na baandho to goli paar nikal hi jaati hai.

Yeh election party hai ya Ramleela mandali, sab saale kalaakar jungle mein prakat hotey hai.

Laga mujhe... yeh Naxaliyon ke baare mein aapke kya vichaar hai?

Woh dekho daayein... Abe baayein nahin daayein. Abe mera daayaan, tera baayaaan.

Aapka hukum polling booth ke 200 metre ki range mein hai. Uske aage mera order chalta. Aur main kewal apne superiors ke nirdesh maanta hoon. Aapki tarah hamara bhi procedure hota hai.

Kha lo na? Aapse kuch personal thodi hai. Aapko zero voting ka darr hai na? Nahi hone doonga. Mere aadmi de denge vote. Chutti nahi milti vote kaise denge?

Lagbhag sattar voter hai. Polling agent to chhodiye, ek neta nahi dikha. Na laptop wala, na muft ke chawal wala. Aur aap hame jaalsaaz kehte hain?

Topic change kar raha hoon. Age ko chhodo... accha yeh batao: what is two plus two divided by two?

Three. Rule Rule karte ho aur basic rule bhool gaye? Addition se pehle division karna padta hai.

Netagiri karni hai? Sab saalo ko jail kar do. Raaton raat desh sudhar jaega. Jo ye paisath saal mein nahi ukhaad paaye ek dictator danda karke dus saal mein kar dega. Saale macchar desh ka khoon chooste hai.

Bade harami hai yeh bacche. Isse bhi chhote hote hai unki fauj mein.

Dekho aa gaya. Saala Hindi to jaanta hai. Natak karta hai mere saath?

Apne gaon ja aur sab ko yahan lekar aa. Bolo voting honi hai. Samjhha?

Newton ho Newton hi raho. Einstein ban-ne ki koshish mat karo. Samajhte ho na main kya keh raha hoon, Newton babu?

Ek-aadh ghante mein hum bhi nikal lenge. Attack shaam ko jyaada hote hai. Jaaiye, tambu mein duty kariye.

Newton ji voter laane ke liye bees bees jawano ki do tukdiya jaengi. Ek khaai wale gaon mey aur doosra pahad wale. Main bhi jaunga. Aap aagya de to hum chale?

Jabardasti aur hum? Kya keh rahe hain Newton babu? Aap kahe to bandook yahi chhod jaye?

Newton babu, aap ke bas ki lag nahi rahi hai. Now let me take over.

Dekhiye, sirf aap logon ke liye yeh babulog apni jaan jokhim mein daal kar shehar se jungle aye hai.

Mehmaano ke saath aap log aise pesh aate hai? Unhe pareshaan karte hai?

Aapka pehla election hai, itna uddo mat. Khudse to kuch ho nahi raha hai, aur jo kar sakte hain unko obstruct karte ho.

Haan to main keh raha tha ki iss khilone se khelna bahut aasan hai.

Isme seb hai, anar hai, chashma hai, phool hai, motorcycle hai, bansuri hai, ghoda hai, hawai jahaz hai, lota hai, nota hai- aapko jo cheez acchi lagti hai uss par button daba do. Bas.

Pehle kyon nahi bataya mahashay? Aapko kandhe pe bitha ke laata yahan.

Better weapons, night vision goggles, thermal imaging, laser range finders.

Arre Suno, aa jao. Le lo tum bhi. Krishna ka do mahine pehle beta hua hai. Chutti to de nahi sakta par party to banti hai. Aaja aaja.

Rule book ke mutabik main andar nahi aa sakta, magar aapko aise dekh kar bura lag raha hai.

Situation pe na to aapka control hai na hi mera. Hum dono ko to apni duty karni hai. Aap khaana nahi khaenge to mujhe bahut guilty feel hoga.

Newton sir aap theek ho? Ghabrane ki koi baat nahi hai. Lakhma aur Krishna ek team lekar aapke saath highway tak jayenge. Wahan se hamari jeeps aapko le jayengi. Raaste mein Priya ko unke gaon chhod denge.

Useless hai sab ke sab. Ek kaam theek se nahi kar sakte. Pakdo usse!

Accha kara lo chunav bas. Bandook idhar de do please. Chal gayi musibaat aa jeagi. Aap samajh nahi rahe ho.

Aap seedhe seedhe maan kaha rahe the? Subah se bol raha hoon ilaka safe nahi hai. Do saal se night vision googles maang rahe hai...Bahadur ladke faltu mein marte hai accha nahi lagta. Aapke election picnic ke chakkar mein main apne aadmiyon ki jaan jokham mein nahi daal sakta.

A table is set with breakfast of boiled eggs and bread. They are sitting around the table. Loknath picks one up an egg and checks it out.Laughter from everyone. Lakhma pours red tea in three chai glasses. Atma takes out a small bottle and pours some whiskey in his tea.Newton shakes his head. Loknath looks at the booze with desire. Newton starts eating. Atma Singh doesn't like Newton's attitude.Newton pulls out his map.Newton cuts Loknath.Atma Singh is stunned. Long silence. Atma Singh stares into Newton eyes. Newton looks here and there, not wanting to stare back. Finally Atma Singh turns.Newton and Loknath look at each other. OMITTED

Lights from torches. Newton, Loknath and Shambhu are being helped into their vests by constables. Atma Singh comes to Newton and tightens his vest like a corset. Newton gasps for breath.He barks instructions on the walkie.

In a wide shot, forty men are walking. Only their torch lights are seen. Murmurs are heard. One by one, torches are switched off.Others hush him.

The group walks in a V formation. As they walk towards the jungle, they see a lady walking towards them. The men get alarmed. Rajendra and two constables walk in her direction.Newton wants to go to her but Atma Singh stops him.She fishes it out of her bag. Atma Singh walks towards her. Newton follows him. Rajendra checks it.Priya looks confused. She looks at Newton askance.Atma Singh sizes up Newton.Newton is alarmed with her tone.Priya walks to Newton.

Nahi chahiye. Main local hoon. Yeh pehnungi toh zyada khatra hai.

Sir woh... woh shayad yeh log nahi aayenge. Unhe bola gaya hai ki matdaan kewal barah baje tak hoga.

Kaafi pareshaani hoti hai. Yahan ke bacche Gondi bolte hain magar padai saari Hindi mein hoti hai. Jitna ho sakta hai main Gondi mein samjhati hoon magar kitaab mein kya likha hai unhe samajh nahi aata.

Khoon choosne wale tube se mare hai? Iska ilaaj hai. Chalo ek minute mein ho jaega. Malaria nahi hoga.

Nahi chintiyon se katwana hai. Aap shirt utaro main chinti chodti hoon. Cheentiyaan kaategi toh Aap paseena paseena ho jaogey. Aur do teen ghante mein malaria gayab!

Interesting yeh hai ki yahan se kuch hi ghante door rehne ke bawajood aapko yahan ka kuch nahi pata.

Aap itne padhe likhe ho, mujhe ek baat poochni thi jo kabhi samajh mein nahi aayi.

Yeh rule kisne banaya ki ek insaan doosre insaan pe hukum kaise chala sakta hai?

They all nod. They mumble amongst themselves. Some of the Adivasis point to an old bearded man with gray locks. He smiles and stands up. They speak to Newton who doesn't understand.

Yeh keh rahe hai yehi inka neta hai. Isse inki taraf se Dilli bheja ja sakta hai.

Meena Kumari (Indian National Party) Lingaram Netam (Bharatiya Vikas Party) Lalsingh Tekam (Lok Seva Dal) Budhri Patel (Independent) Gladstone Usendi (Independent) Dr. Joga Chaudhary (Independent) Muttaka Masram (Krishi Party) Bedu Ram Kashyap (People's Front) Satter Netam (Independent) Nelawati Devi (Independent) Binod Kumar (Rashtriya Dal) Comrade Bhim Kumar (Kisan Party) Jhitku Ram (Janata Sangh) Maheshwar Baghel (Adarsh Bharat Party)

Sir inko sirf yeh pata karna hai ki in netaon mey se kaunsa neta tendu patta ka sahi bhaav dilwaega?

Sir yeh kehti hai ki vote diya toh dadalog pareshan karenge, nahi diya toh police. Koi inhe poochta nahi hai inhe kya chahiye.

Newton sir, aap sab samajhte hai, jaante hai, phir bhi ek baat bolu?

Humne bhi ek Newton ki kahani suni hai. Humari kahani mein Newton ke sar pe seb girne pe kahi saal lage the. Aur jab seb gira toh uski aankhein khul gayi thi.

Sar koi bhi tapasya ek din mein poori nahi hoti. Jungle banne mein saalon lag jaatey hai. Thoda ro lijiye. Mann halka ho jayega.

Kabhi iss taraf aana hua toh mil lijiyega. Maspur gaon hai mera.

Loknath walks with Lakhma.Loknath looks at Lakhma strangely.After walking for some more time.Lakhma's cronies laugh at Loknath.

PBS # 1 starts. Caravan of 40 men and Priya walk in the jungle in a formation. They are led by a local head constable and the six SPOs who carry guns. Two men with mine detectors are in the front. Some men are carrying foldable tables, chairs, tent material. Newton and Priya hold a files. Loknath clutches the EVM box. Shambhu is taking a selfie as he walks.

MID SHOTS of Newton, Priya, Atma Singh, Loknath, SPO Lakhma, Krishna, Rajendra, constables walking through the path which is flanked by thick bushes on both sides.

Group walks up a hill. Krishna points out to an old tattered red rag- on the tree. It's an old Maoist flag. Beneath it is a graffiti written on the tree.

Atma Singh walks a few paces behind Newton, observing him. Suddenly a snap is heard and a branch falls a few meters ahead of them. PBS # 1 stops abruptly. All guns are pointed in different directions. Eerie silence. Atma Singh gestures at the polling officers to duck.Newton, Loknath and Priya sit down. They watch how Atma Singh and his party approach the branch. They check if it's a booby trap and then when they are sure, they cross the path and move ahead. PBS # 1 starts again. The group begins to walk ahead.

They exit the thicker forest and come on a bushy plain. The group walks through another part of the thick jungle. A couple of constables lip sync the song for a few seconds. PBS # 1 fades out. As the group walks, Loknath stops.Loknath gestures that he needs to answer nature's call.Krishna and others are gentle.Everyone stops. CUT TO: 32H LATER: 32H Everyone waits. Loknath is escorted by two constables and another one with a mine detector scans a bush and then gestures at Loknath to sit. He is mumbling a prayer under his breath. Loknath sits and then gestures at the men to give him privacy. The men stand on guard. Loknath starts singing. As they wait, Newton is silently contemplating. Atma Singh is watching him. Loknath's song is heard faintly. Priya drinks water. Shambhu whispers to a constable.Shambhu has a goofy smile.Shambhu stops smiling. Suddenly, four Gondi boys and girls in their late teens appear in the distance through the fog. They are covered in black woolen blankets. They are stopped by SPOs.SPO Lakhma Tendu patta laane jaa rahe hai.Newton walks to them.SPO Joga and local constable DINU (35) SPEAK to the Gondi youth in Gondi.Newton feels assured. Priya looks uncomfortable. Loknath walks back towards them, feeling jubilant.Priya speaks up hesitantly.Newton looks at Atma Singh.Atma Singh turns.Newton looks in the distance towards the Gondi youth and calls out to them.Priya walks towards the Gondis.

Lakhma lets the four Gondi youngsters go and then turns to Atma Singh.

They have walked a little ahead. After eyeing him for a while, Atma Singh turns to Newton.Atma Singh takes it as an affront.Silence for some seconds.He takes off his gun and hands it to Newton. Newton is pretty awkward with the gun.He takes the gun back. Walks silence. Newton to lighten mood, as he understands at some level Atma's pain.

Newton walks with Priya and Loknath.Newton glares at Loknath.Priya smiles at Newton.

The group reaches a ghost village in a jungle clearing: all around are broken down, damaged houses (about 8), with not a soul in sight. They walk past a broken down hand pump.As they walk through the ghost village.Newton looks around, feels sad and asks Krishna.

They reach the two room school which is at the far end of the Ghost Village. An advance party is waiting for them.Newton walks around the building examining the situation. The wooden door is broken and a couple of windows of the school have been removed. There are a dozen bullet holes on the school walls He walks around the corner and looks startled and signals the others to come. There is Maoist graffiti scrawled on the wall. It looks old.

Newton keeps staring at the graffiti on the wall of the school. He looks disturbed.

The sound of constables talking is heard faintly in the distance. 38A A) Tall and thick Sal trees sway in the cool morning breeze.the tree. 38D D) A honeycomb. Bees buzz. 38D 38E E) An ancient ant hill. 38E OMITTED

38C C) A caterpillar/ insect stuck in a spider web/ hanging on38C

Newton, his three polling officers set up the place. Newton looks at the diagram of an ideal polling booth in his handbook. The difference is alarming. They place the foldable tables as per the directives, make space for the polling booth, enclose it with cardboard. Priya takes out the register of voters and places it on her table. Newton and Shambhu arrange the booth. Loknath takes out a bottle of indelible ink and places it on his table. Newton takes out the EVM and connects the two units. He ensures that the seal is intact. Newton checks his watch. It's seven seconds to 8 am. Six. Five. Four. Three. Two. One. Newton presses the ON button of the EVM. BGM stops. SILENCE.

The three polling officers are sitting next to each other at the table. They wait. Wait. CU of Newton- studying the list of voters. CU of Priya- looks outside. CU of Loknath- suppresses a yawn. CU of Shambhu- he looks dazed. OMITTED

43A A) An armed constable stands guard at the door of the school.43C C) 3 SPOs and the police head constable are huddled around43C a stove that they are setting up to make tea. They are gossipping in Gondi in whispers. 43D D) Atma Singh in his Aviator sunglasses, dozes off on a chair

44A CRPF constables are on patrolling duty in batches of two. 44A 44B At least 6 different batches are shown walking in 44B the forest or on sentry duty in the periphery. 44C CRPF constables are on patrolling duty in batches of two. 44C 44D CRPF constables are on patrolling duty in batches of two. 44D 44E CRPF constables are on patrolling duty in batches of two. 44E 44F CRPF constables are on patrolling duty in batches of two. 44F 44G Constable hums a song in the tune of "Ek din bik jayega matiAnother constable comes in front of them and 'shoots' him with his finger (shaped like a gun). He pretends to be shot by 'bullets' and falls down slowly, gasping for breath like in an 80's film.

Newton looks eagerly at the door of the School. Priya is still doodling. Loknath shifts his position as he naps with his head resting on the table.Newton nods. Loknath is suddenly alerted from his slumber.Newton and Priya look at him. He has woken up and looks fresh.They chuckle.Newton Nahi.Awkward silence. Newton Aur aap?He nods proudly.Silence.Loknath looks in disbelief. Priya laughs. Loknath pulls out a pack of cards defiantly. He starts shuffling. He looks at Priya. Newton is amused.Loknath freezes.Loknath keeps the playing cards in his pocket. Loknath comes towards Newton.Newton is confused as to what is going on. Loknath taking advantage of the situation shuffles the cards and spread them on the table. Then he takes three cards and puts them in a line.Newton does it.Newton for a minute is perplexed genuinely.He picks three cards and places them- facing down on the table. Loknath unfolds card 1: 2 of Hearts.He unfolds Card 2: JokerHe is about to pick the third card.Saying this, he keeps the card in his front shirt pocket.

46A Peepul trees. Leaves sway in the breeze. Patterns of sun 46A light are formed. 46B A dense grove. Monkeys play on branches high up. Scores of46B them. There is a battle between two alpha males. 46C A little baby monkey, stuck to his mother's bosom looks 46C happy.

Newton walks out of the School and looks for Atma Singh. SPO Lakhma is outside.

Atma Singh is barking instructions.He is standing under the tree with two armed constables. He watches SPOs JOGA and KOSA (20's) who have climbed up on the tree and are choosing the mangoes from the branches. Newton and Lakhma enter. Newton looks irritated and observes.Joga looks confused as he scampers on the tree branch. He throws a couple of raw mangoes down which Raju catches. Newton stands next to Atma Singh and clears his throat.Atma Singh spits a seed.Atma Singh catches a mango. As he rubs it against his shirt and bites it, he talks.He offers Newton a raw mango. Newton shakes his head.Newton is astounded.Atma Singh takes another piece.Atma Singh is delighted. Chewing the mango piece he nods.

Ek basti poorab mein khaai ke taraf ded kilometer andar hai aur doosri uss taraf pahad ke taraf do kilometer.

Krishna and Rajendra and their men enter the hamlet. Dinu shouts in his megaphone.

As Newton walks to the school, Lakhma hesitatingly asks.Newton is irritated at Lakhma's pyramid scheme and quips in a childish accent.He walks towards the school.

Newton enters the booth to see sits deep in thought with a worried expression on his face. A writing pad lies open before him. Loknath, Priya and Shambhu are watching an English film on his cell phone. Music of an action scene. The hero seems to have saved the heroine.Newton looks away. The actors in the movie get close and start making out. The woman starts moaning. Loknath, Priya and Shambhu are embarrassed. Priya looks away while Loknath fumbles with the phone trying to shut it down. Shambhu simply smiles at Newton sheepishly.

Rajendra walks with some jawans carrying the raw mangoes.Atma Singh, who's walking a few paces behind, kicks him on his butt in jest.

Kuch bhi kaho. Chunav ka apna maza hai. Tyohaar jaisa lagta hai. Service mein aane se pehle hum raajneeti mein jaana chahte the...desh ka sochte the...

A mosquito buzzes.Saying this Loknath swats a mosquito on his forearm.She looks at Newton. Loknath looks doubtful.Loknath looks frightened for real. Priya walks out of the school.

Newton and Loknath are standing in front of the school next to the sentry. Priya is looking for something in the bushes outside the school. She breaks a stem and comes out, holding it. Red Ants have made a nest from 3 leaves and the branch is laden with them.Newton laughs.He walks around and goes into the room.Priya eats an ant and throws the branch away.She gives him one. Newton hesitates and takes it and puts it in his mouth.Newton is struck by that question. Just then loud voice of two boys singing a song comes. Newton gives a puzzled look at Priya.

Newton and Priya follow the voice and see that two Gondi children not older than 13 surrounded by CRPF jawans are singing a Gondi song. Atma Singh sits on a ledge and listens to them.The two children become quiet upon hearing Newton's voice. The CRPF men are also alarmed. Atma Singh's voice is heard.Newton Kis baat ki interrogation? Priya talks to the children in Gondi and hears their version. Atma Singh is perturbed. Newton to Priya.The child replies.The child comes to him, eyeing his AK 47 which hands on his shoulder.The child nods his head.Atma Singh looks deeply into his eyes. The boy looks back. Puppy eyes. Atma Singh takes out his cell phone and directs the camera side towards the boy and clicks a picture.The boy looks at Lakhma. Lakhma translates what Atma Singh said in Gondi. The boy nods 'yes'. Newton and Priya watch in horror.Atma Singh looks pleased with himself and keeps his cell phone back into his pocket. When he turns back, he sees Newton, who looks furious but is very polite and respectful in his tone. Kids run away.Lakhma repeats this line softly, nodding his head, highly amused at the word play. The constables laugh.Atma Singh glares at Newton.Atma Singh straightens Newton's collar.

Newton is at his table. He's writing furiously.Newton notes it down.He keeps writing.Newton ignores him. Priya and Loknath look at each other. Loknath gestures at her to do something.He looks around.Newton is at his wit's end.Newton looks at Priya.Priya looks hesitant.

Constables off sentry duty are resting outside a broken down hut.

Yaar meri galti thodi hai ki mere dadaji ne azaadi ke jung mein hissa nahi liya. Freedom fighter hotey toh kamse kum quota mein gas agency toh mil jaati.

Newton is studying his manual silently, Priya is reading a newspaper and Loknath is watching an 80's Hindi film on his cell phone. Shambhu takes a selfie with the sentry's gun.Newton is irritated by the dialogues from the film. But Loknath is too immersed to notice or care. The sentry at the door calls out.

Aap jungle mein kyun aaye? Koi approach nahin tha kya mana karneka?

A convoy of jeeps is heading deeper in a convoy of three Scorpios. Seated in a jeep is a tough looking man in uniform, IG VERMA, (late 40's). Next to him, sit two white journalists from CNN- DEBBIE (30, in salwar kameez) and ADAM (30's). Verma barks on his wireless.INTERCUT WITH:Verma softens his tone, cups his hands around his wireless.Verma hangs up. Newton looks jubilantly at Atma Singh. Taking cue, he directs his men, Krishna and Rajendra. He draws a rough map on the ground below with a stick.The constables betray subdued laughter. Newton looks a bit apprehensive.Atma Singh, SPOs Lakhma, Joga and a dozen constables, armed with guns walk the forest path downwards towards Hamlet 1. EXT. JUNGLE PATH 2- DAY (Jungle near Ghost Village) Krishna and Rajendra are moving towards Hamlet 2 on the hillock with a dozen troops armed with AK47s. SPO Kosa, Dinu are with them. The monkeys on the trees are alerted by their presence and scream. EXT. JUNGLE, HILLOCK- DAY (Jungle near Hamlet 2) Krishna and his troops walk downhill. They cross some graves. EXT. JUNGLE, STREAM- DAY (Jungle near Hamlet 1) Atma Singh and his troops cross a dry stream.

Hello. Suno. Woh aa rahe hai. Atma Singh lekar aaega meri baat ho gai hai. Main inspection karne saade gyarah tak aa raha hoon. Foreign media hai saath. Mahoul jama dena. Mood, colour, anecdote. Sab chahiye. Clear?

Jin logon ka aisa kehna hai woh naxal sympathiser hai. Adhi samasya ji jad wahi hai.

Retirement ke baad kitaab mein likhunga. Aap khareed ke padhna! Chalo, thank you.

Very Good. Hame aur booth dekhne jaana hai. Aapka kya karyakram hai? Kab tak hain yahan?

Newton, Priya and Loknath are sipping tea at the door of the school. Loknath muses.They look at him.They nod disinterestedly.EXT. HAMLET 1- DAY (Achanakpur) (Take shots of mundane life before raid) Atma Singh's party enters the hamlet. SPO Joga shouts in his megaphone in Gondi.

Priya sits by herself on a plastic chair and digs a plastic fork into green pea pilaf and cold tomato curry. She is observing this. Atma Singh glares at her.

Two Constables and an SPO enter a house. Women are working on beedis in their courtyard look alarmed.

Rajendra and some constables round up older men and women who are sitting and making mahua. A couple of men are drinking it in leaves.

Some constables tell two men sitting in their yard to come out with their cards. There is communication gap. "Vayo Vayo".

SPOs are explaining in Gondi to a bunch of people who have assembled. Mostly kids.

In the distance, an old man runs into the jungle.Two constables run behind the man.

Gondi folk are made to sit down with their cards in their hands. Atma Singh cleans his sunglasses with his breath, wipes it with a kerchief and wears it. SPO Joga gives them instructions. They all raise their cards.

Two constables chase the running man in the rice fields. One of stops and aims at him.The man stops with his hands up. They seize him.

Constables search a hut. A sick man is sleeping. They make him to come out.

Constables stand on guard with their guns. A group of women are talking to Rajendra in Gondi.Old woman points at 60 degrees.

Meanwhile, Constable Romesh walks towards a stack of hay and begin to carelessly stomp on it and disheveling it.

Krishna is talking to some people. He's polite.The woman shakes her head.

Constables get an old man (Pistak) to vote. He comes with his grand kid. Behind him, three constables are bringing a couple out of their hut.

Krishna and Rajendra are trying to control the chaotic situation. The Gondis are arguing with them. One of them is a bit vehement. Rajendra slaps him. The man stares at him.He gives him another slap. Krishna calms him down.

Atma Singh studies a printout with faces of wanted guerrillas. He looks at the men and women who are sitting Indian style on the ground. In the background, SPO Joga questions the sick man. The man looks scared and pleads innocence.

An unattended infant watches. Wide eyed. Adults are all sitting in front of a hut in a straight line with their IDs.

A petrified man is hiding on a tree. A constable is standing under the tree.

A constable is examining the ID cards of the villagers. Not all villagers have it. They separate the ones who have cards. Two villagers, extremely drunk, are in their own world creating commotion. One has an old key tied to a black thread around his neck. Atma Singh grabs the key and pulls the man.Drunk points to the ground.Atma Singh snatches the key and throws it away.

Mere baap ke lohe ke khazane ki chabi hai. Zameen mey arab arab arab gade hai.

Krishna answers on his walkie.80A A LITTLE AWAY: 80A Rajendra is talking to a middle aged woman.He forks out a fifty rupee note. Her husband (or she) walks to the rooster, trying to catch it. Very calculatingly, he hovers around the rooster making placating noises and with one swoop catches him by his neck and wrings it. He takes out his iron jack knife which is tied to his waist and raises it! 80B JUMP CUT TO: 80B Silence. A rooster's feather floats in the air.

Newton is at the door of the school, looking at the crowd that has assembled. Most of them are older folk. There are also a lot of children.The Lakhma, the SPOs and Dinu direct them in Gondi to stand in a line.

Newton is at his table with the control unit.He holds out his ink bottle like a trophy.An old woman comes to Priya.She shows her card. Priya finds her name on the list and ticks it. She puts her thumb impression next to her name on the list. Priya directs her to Loknath. The old woman walks to Loknath. He signals her to show her index finger and puts an ink mark on it. Newton directs the woman to the booth. He goes and holds the control unit, which has a button which needs to be pressed at the time someone is voting.The next person in the queue is let in and he goes to Priya with his card held out. The old woman stands in front of the EVM. Newton is watching her from afar, waiting for her to press a button.She looks at the Electronic Voting Machine and nervously looks at everyone who is anticipating some magic to happen from her end.Newton looks at Priya, searching for answers.Newton looks open mouthedly.

There are 30 CRPF constables accompanying the journalists. All the 8 journalists are wearing bullet proof jackets and helmets. Verma CHATS with Debbie. Adam shoots them. A Zee News reporter walks backwards as the cameraman moves towards him with a video camera. He talks very softly, huffing and puffing as if there is grave danger.

Yeh jungle jitna khoobsoorat hai usse zyada khatarnaak. Ambush kahin bhi lag sakta hai, IEDs aur surang kahin bhi phat sakte hai. Iss dehshatmand ilaake mein maut baatne wale naxali aur zehreele cobra kabhi bhi mil sakte hai!

Oho... toh ek kaam karo ek accha sa long shot le lo. Baaki main P2C mein dekh loonga.

Jaise ki aap ne abhi dekha, log nidar ho kar vote dene aaye hai. Dehshat failane walon ko mooh-tod jawab deneka yeh ek hi tareeqa hai. Aaj Democracy ki jeet hui hai!

The villagers are sitting on the ground, Indian style. Newton addresses them, holding the polystyrene model of the voting machine.SPOs and Krishna scold him together.Newton signals Krishna to not meddle.Priya nods.He senses some hesitation in a middle aged woman and encourages her to speak up.She MUMBLES something in Gondi to her companions.Newton gathers himself.Newton is annoyed.They nod. Newton is at his wits end.Newton looks at PRIYA and prompts her to translate this. She translates and then reads out the list.At each candidate's name, we cut to a unique visual of the candidate or his/her poster. The visuals are all set in the town: (A) T-shirt (B) Newspaper advertisement (C) Painting on Wall (D) Posters on Wall (E) Cut Out being transported by hand. (F) Printed on bags which are hung in a shop. (G) writing on a Gandhi cap worn by a supporter who's distributing pamphlets. (H) Cycle rickshaw with loudspeakers (I) Party Office with cut out and posters. (J) Umbrella (K) Parked Bike with flag and sticker (L) Poster on wall (M) Children with masks of the candidate's face (N) flex with Barack Obama We cut back to the scene: The Adivasis are looking at Priya blankly.They shake their heads and murmur. Newton looks at Priya for translation.The old man asks a question in Gondi.Newton has no answer. A woman asks something to Priya.Priya's doesn't make eye contact. An exasperated Atma Singh, his arms folded across his chest, is standing at a distance. His eyes meet Loknath's. Loknath shrugs. He says to Newton softly.Newton dismisses him with a gesture.Loknath sulkily looks towards Atma Singh and gestures at him to do something. Atma Singh comes and takes over.SPO Joga translates in real time.Atma Singh ignores him. Newton aggressively moves towards Atma Singh, Rajendra stops him.Newton loses it and screams.Rajendra takes Newton away.Cold silence. He searches the crowd for the miscreant. Timid faces stare back. Newton comes back.Atma Singh faces Newton and walks, Newton retreats.The old bearded Gondi man with grey locks comes to them and says something very forcefully.The Headman nods.Atma Singh does a Namaste with mock reverence and the headman reciprocates sincerely.

Atma Singh checks his watch and looks at Krishna. Krishna shakes his head as he is listening to the walkie.

Gaon ka majhi hai. Kehta hai aap logon ka faisla yeh kar sakta hai.

Inside the School, Priya checks the register, Loknath puts the indelible ink on the left forefinger of the voter and the voters go and randomly press any button. Newton sulks, showing his extreme unhappiness over the proceedings. He squirms every time he hears a "beep" of the EVM and chooses to look away.

With the backdrop of a broken hut, Debbie gives a piece to camera as she walks sideways.

This ghost village is a by product of its insurgent past. With most villagers still in camps, a booth has been set up here for just seventy voters from two neighboring villages. Despite such stark contrasts, Democracy truly runs deep in India.

So Atma Singh, a package of almost $35 million dollars has been given by the center to fight Naxalism. Do you think that's enough?

Slow Motion. The old head man who was in the queue, walks towards Priya and shows her his ID. She looks for his name in her register and ticks it. Loknath applies ink on the old headman's forefinger and he walks to the booth. All eyes are on him. He looks nervously at the cameras. He goes to the booth and stands there for a while. Debbie takes a video on her iPhone. Camera flashes and sun gun lights. Press persons are poised like vultures on a dying prey. Finally, a beep is heard and Newton looks helpless.

89A A) The Zee News reporter interviews some voters who are 89A looking into the camera.The young man whom the question is asked to merely stares into the camera. He shifts his mic to other people who are in the frame. His cameraman says:He walks a few pacesr.Huffing and puffing, in his feeble voice, he speaks forcefully as he moves around the school.89B B) Debbie is gearing to interview Atma Singh. 89B Atma Singh is about to wear his sunglasses when he looks in the direction of Verma. Verma has identical pair of sunglasses and they share a moment when they both recognize that fact. Verma wears his sunglasses. Atma Singh sheepishly smiles and doesn't wear his.He has a strange smile plastered on his face.Debbie waits. Gestures at him to elaborate.Debbie is creeped out and looks at her cameraman.89C C) IG Verma speaks into a number of mikes thrust at him. 89C He's wearing his aviators.89D D) Debbie's cameraman Adam shoots SPOs Lakhma, Joga and theirKrishna and Constable who are standing nearby tease the SPOs.Lakhma grins.Krishna is embarrassed. 89E E) Constables are teasing the Hindi news cameramen who are89E wrapping up.89F F) Atma Singh mumbles to Krishna and Rajendra as they watchKrishna nods.

Kuch logon ka kehna hai ki iss darr ke mahoul se kewal mining companiyon ko labh hota hai.

Verma huddles with Newton and Atma Singh at the door of the school.Verma looks at Atma Singh.

Close up shot of a pot of Chicken Curry being cooked. A female hand adds salt on the top.

Two young boys (14-15 year olds) carry the clay pot covered with leaves.

Newton is fuming at his table. Loknath stretches and yawns.Newton glares at him.Loknath is taken aback by Newton's angry retort.Loknath leaves.Priya stays on. Newton looks at her and gestures, "Do you also want to say something?"Newton stares at her.She exits. Shambhu is left alone at his table. He is watching the drama with wide eyes.Shambhu shakes his head and darts out of the room. Newton is alone.

In the far corner by a broken hut, Dinu is opening a pot of chicken that has been covered by leaves. Two teenage Gondi boys are with him who have brought the food. The non vegetarian food is for a small clique of Atma Singh's cronies- Krishna, Romesh, Lakhma, Loknath who wait patiently for their turn. Atma Singh is wearing his sunglasses. Someone passes salad made of tomatoes and beet.Loknath is talking to Atma Singh.Atma Singh picks his plate.Atma Singh gives Krishna a furious look.Loknath is waiting with his plate. Dinu serves generous amounts of the curry. The chicken looks delicious. Rajendra has a sip of mahua from his water bottle. The boys look eagerly for payment.Dinu fishes out a 50 Rupee note and gives it to them. It's too less and they wait for more.In another corner, the general constabulary are collecting their packed food plate which is cold and vegetarian.

Newton looks defeated. He slumps in his chair and sighs. PBS # 2 plays.

Slow Motion Jib shots of the wind swept jungle. Leaves. Dew. Fog on the hills. CLOSE UP MONTAGE OF FACES (LOCATION: HAMLET 1 & 2) Close Up Shots of all the forty-odd men and women who have voted looking into the camera lens with their index fingers stuck out, showing their indelible ink mark. Their expressions are stern almost like they are showing the camera "the" finger.

Children are playing Chor-Police (Naxal-Police) in the jungle. High speed shots. They have sticks and twigs that look like guns.

Tight Close Up of Newton. Camera tracks back. He's sitting on a chair expressionless. PBS # 2 ends. Few moments later. Atma Singh comes to the door with a plate of food.Newton looks at him. Awkward.Long silence. Newton looks at Atma Singh when- Gun shots are heard. Atma Singh is alarmed.He rushes out. More Gunshots. Atma Singh is shouting instructions. Newton tries to rush out when Priya and Loknath rush into the school followed by an armed constable.They all huddle in one corner. Suddenly Atma Singh carrying his AK-47 reappears with SPO Lakhma.Priya and Loknath start wrapping up.Newton responds well to the situation. He hesitates for a moment and puts the control unit and balloting unit into a bag and rushes out.Atma Singh is facing Newton.Newton feels sentimental. The men share a moment. He holds Atma Singh's hands. Atma Singh nods and rushes out.Newton, Priya and Loknath rush out.

As soon as they come out:Krishna is a hundred meters away with a band of ten armed SPOs/constables. He gestures them to rush. They all begin to run. Gunshots are heard sporadically.

Newton, Priya, Loknath, Shambhu, Krishna, Lakhma and others run down the path.

As they descend from the slope, they have slowed down and the firing has stopped. Newton walks by himself, thoughtful. Priya, Lakhma, Shambhu are walking behind him. Krishna is walking a bit ahead with Loknath and two constables. They are followed by two. (Loknath is telling some story we cannot hear). They stop at a point from where a path cuts to the left and leads into the thicket.Newton smiles. Krishna and Lakhma look on, naughtily.Handing the pen to her, Loknath finds the card in his pocket.Loknath shows it- 5. He looks at Newton who's disinterested.She shows him her hand and makes it into a fist.Newton absorbs it but doesn't acknowledge.Priya smiles and walks away. She walks into the distance and disappears into the thicket without ever turning back.

Newton walks with the group. They resume walking. He is feeling uneasy. After walking a few meters. Lakhma is talking about a Salman Khan film to Krishna. Newton listens to them and starts thinking.Loknath nods and laughs. Krishna and Lakhma silently listen to Newton.Newton turns and walks back.Newton ignores him and keeps walking.Newton keeps walking briskly. Krishna and others walk behind him. Loknath, Shambhu and a constable stay back. Krishna talks on the walkie.

Atma Singh and his platoon of constables are walking through the jungle. Rajendra passes him a walkie.105B INTERCUT: 105B

As they walk back, Krishna and Lakhma try to reason with Newton in their own way.Krishna and Lakhma run behind him. Newton begins to run with the EVM in his hand. It soon turns into a CHASE, Newton has a good lead.

Newton runs ahead. From the distance, he sees Atma Singh and his troops coming downhill- around 200 meters away. Newton freezes for a second.The men run downhill towards Newton. Behind him, Krishna and Lakhma are waiting with some constables. Newton turns in the third direction and runs towards the deep jungle. The men chase him. 30 men run behind Newton. In a wide shot- we see Newton running towards the deep forest full of Sal trees. The men follow him.

Newton runs into the Sal forest with the men following him. Finally after a formidable chase, he is nabbed by Rajendra and another constable. Scolding him, they drag him out of the forest towards the Barren Jungle Path. Newton is completely exhausted, he is holding the EVM tight. A constable grabs it from his hands.

Newton is brought to Atma Singh and his cronies who wait.Atma Singh comes close to Newton. Looks him in the eye.They walk towards the bushy jungle path.

Loknath, Shambhu and a couple of constables are waiting for them. As soon as they see Atma Singh and his platoon bringing Newton- dragging him by his arms, they stand up, shocked.

They all walk down the path- silently. In the distance, the four Gondi youth who they encountered in the morning are seen, coming back with baskets full of tendu leaves. They stop and raise their ID cards.The young Adivasis turn and walk away.They stop and look back. Newton tries to free himself. They violently pin him down. In the scuffle that ensues, Newton pounces on Romesh and grabs his gun. He points the gun at Atma Singh. Shock.All guns are pointing at Newton. Everyone is talking SIMULTANEOUSLY.His men obey him.The Gondis come with their hands up.Shambhu is so nervous, he's shaking and does as told. Atma Singh is in reconciliatory mode.The Gondi youth turn to run away.Dinu tells them to stop in Gondi and tells them to vote.Newton gives him a look, Loknath does as he is told. He sets up the polling booth behind a bush.Newton ignores them, Shambhu is checking their cards, marking the names in the book and getting them to put their thumb impressions. Atma Singh and his men look at Newton.He sits.Newton signals him to start. Loknath talks to a voter as he applies indelible ink on the voter's forefinger.The young man stares at Loknath and presses his button by covering the EVM with his body. The man knows whom to vote for. The first beep of the voting machine is heard. Newton's brow is beaded with sweat. Atma Singh looks like a miffed school boy sitting in one corner. Another beep is heard. One of the voters steals a glance at Atma Singh who glares back at him. The voter lowers his eyes and goes to vote. Another beep is heard.SILENCE FOR FIVE MINUTES AS EVERYONE WAITS. Mid shots and Close ups of all characters. THE WATCH HITS THREE. AND... Newton signs on the paper. Loknath brings him the EVM. Newton switches off the button. Big beep.Newton nods. Atma Singh is assisted to get up by Krishna. He brushes his pants and stands up.Newton keeps the gun on the ground. As soon as he does that- ALL THE MEN POUNCE ON NEWTON. FREEZE FRAME. FADE TO BLACK.: FADE IN:

Newton babu hosh mein aa jao...Sab neeche rakh do bhai bandook. Batcheet se sab hal ho sakta hai. Dekhiye hamari aapki koi personal dushmani thodi hai.

Banner on the stage reads "EKTA MANCH- a forum for democracy". A middle aged woman is reading out from a paper.Atma Singh walks to the stage and accepts an award from an 90 year old man. Audience claps.

Aap Dandkaranya jungle mein election duty par the jahan achanak naxali hamla ho gaya. Chunav ko prajatantra ka sabse prabhavshaali chinh maante hue aapne naxaliyon ke hamle ka mooh tod jawab diya. Gaur talab hai ki hamle ke waqt chunav adhikari ka mansik santulan bigad gaya aur veh mat daan machine lekar jungle me bhaag gaye. Atma Singh ne soojbhooj aur bahaduri ka praman dete hue na sirf uss chunav adhikari aur matdaan machine ko surakshit vapas pahuchaya balki chaar khatarnaak naxaliyon ko bhi aatma samarpan karne ke liye vivash kar diya. Assistant Commandent Atma Singh ko yeh puraskar dene ke liye main swatantra senani Radhyeshyam ji ko maanch par aamantratit karna chahungi.

A little boy of 8 rushes out of his hut. He is carrying a slate. He runs into the woods. He sits sext to some children who have gathered. We reveal that Newton is teaching children who were seen in the Chor-Police sequence. A little away, Priya is teaching kids. THE END.

BLACK SCREEN And in that darkness , white words silently FADE UP : The following is based on actual events . Some dramatic re - creation was necessary for reasons that will become obvious . Beat . And then slowly swelling up is the sound of panicked hyperventilation - spasms of words and weeping :SMASH UP ON the teary and terrified EYES of HEATHER DONAHUE -LRB- the now ubiquitous scene from `` Blair Witch Project '' of her confessing to the camera -RRB- :- then , suddenly , this image of Heather FREEZE FRAMES . And we hear the incongruously perky Voice of ABC 's DEBORAH ROBERTS :- abruptly , the freeze - framed image of Heather goes squeeze - boxing up into the upper left corner of the screen , revealing : That we 're watching ABC WORLD NEWS SUNDAY - the date bannered at the bottom of the screen : August 1 , 1999 . Reporter Deborah Roberts sits behind the Anchor Desk reading TelePrompTer copy :News Video - Day . The Angelika Theatre , New York City . Big and bold on the marquee : `` Blair Witch Project . '' Tracking shot away from the theatre and down the street , to see :Close On the long line - Two YOUNG MEN in their late teens being interviewed on camera :The last scene of BWP projected on a big screen - Heather Donahue running screaming down the stairs inside the house - and seeing Mike standing facing the wall - WHIP BACK to see that we 're inside a theatre , and the audience watching this is collectively shrieking with surprise - - and then collectively shrieking even louder as Heather is hit from behind and goes down , camera with her . Another Theatre - Night - Video of an Audience exiting the film . One YOUNG WOMAN being interviewed is particularly shaken :A gaggle of Male Teenagers pass by in b.g. of the shot . One of them shouts :The Young Woman looks confused for a moment . Looks into the camera :Telecast of MARY HART on the set of `` Entertainment Tonight . ''News Video of a 30ish GUY railing at the People waiting to purchase tickets to BWP :Some STONER being interviewed on camera :Critic LEONARD MALTIN holding forth on - air :Video of more audience exit interviews . Two YOUNG MEN in their 20s :WOMAN holding a baby .Solemn - looking GEEKY GUY :Dubious - looking TEENAGE GIRL :Bespectacled MAN IN SUIT :DIANE SAWYER on `` Good Morning America . ''Montage of Blair Witch paraphernalia : - t - shirts and other apparel - keychains - posters - the books - The Blair Witch Project : A Dossier ; Heather 's Journal - the CD `` Josh 's Blair Witch Mix ''- shot of computer screen , on - line : The Blair Witch StoreComputer Screen showing a Chat Room in progress - exchanges flying back and forth like lightning :Video interview with RONALD CRAVENS , Sheriff of Burkittsville . He 's standing at the corner where the Union Cemetery abuts Route 17 .CAMERA PANS past him towards a stretch of two - lane blacktop with stores on either side .He points to a white wooden post stuck in the shoulder of the road .Video footage - Burkittsville Union Cemetery . Two KIDS wearing Ohio State jackets . Wandering around , confused , with gravestone - rubbing kits under their arms .Kid # 1 looks into the camera .Kid # 1 stops , squints . The camera travels with his gaze : atop nearly every other grave marker is a black candle melted into the stone .Sheriff Cravens on Video .Aerial shot of the Black Hills area : we see packs of people everywhere . The overgrown foundation of Rustin Parr 's house in the middle of the woods . Manic - eyed Teenagers proudly display their souvenirs for the camera : rocks and cement slivers .The Sheriff on tape .The Sheriff just stares for a beat towards the Interviewer like he/she 's completely insane . Then turns and walks away , rubbing his eyes with a thumb and forefinger like a headache the size of Manitoba just hit him .An office in L.A. Big `` Artisan Entertainment '' logo on the wall . A well - turned out Gentleman -LRB- or Woman -RRB- who exudes `` EXECUTIVE '' smiles gently for the camera .Dusk . Sheriff Cravens leaning on his car on a road at the edge of the forest .The Sheriff puts a bullhorn to his lips ; bellows into the woods :SMASH TO BLACK And silence . White words again appear in the darkness : NINE MONTHS LATER Music begins to be heard under it - uber Goth : Type O Negative 's `` Haunted . '' It suddenly swells - to ear - shatter proportions . SMASH UP ON

- she'd be a much happier camper if she'd lived to see this weekend's grosses -

In only its first week of wide release, `` The Blair Witch Project'' has taken in a whopping 36 million at the nation's box office. Not too bad for an independent film that was reportedly made for less than the cost of your average Buick -

- lines to see the new film stretching five blocks long down Houston Street - and this was for a 10 a.m. show -

I heard last night they had people runnin' screamin' out of the theatre -

the kid. Mike. he was turned around towards the wall'cause that's what that guy in 1940 made all the little kids do before he killed them -

- whatever you want to call it, `` Blair Watch'' is definitely the Cinderella story of the summer, if not the century, with now an 80 million dollar gross in just two weeks -

- all repeat business, dude - I know morons who've seen the stupid thing like three times in one day.

- it taps into our universal primal fears : of the boogeyman, of the things that go bump in the night - there's something out there, you ca n't see it, and it's coming for you -

- I'll tell you what was scary : trying to keep my lunch down. If that stupid camera jiggled one more time -

- you got ta be kidding me - there's people out there think `` Blair Witch'' was real? -

- the story of the three students was fiction. The legend of the Blair Witch is, apparently, true, however -

- the brass tacks of the matter is, love it or hate it, `` Blair Witch'' has escalated from being merely another cinema success story to a genuine nationwide phenomenon - if not obsession. Profits from merchandising tie - ins going through the roof -

- the official `` Blair Witch'' web - site now having received 75 million `` hits'' to date -

- with that web - site, in just a matter of a few weeks, begatting dozens more web - sites, with chat rooms so packed with fans and foes you're lucky to get a cyber - word in edge - wise -

all docs are written by - somebody has to put all the pieces together like a story

that's EDITING, idiot - they made whole thing up - those were actors

Congrats any U bought into big lie that BWP phony have successfully been suckered by dis - info campaign waged by U.S. govt they do n't want us TO KNOW TRUTH

- the truth is, this movie's probably been the best and worst thing ever happen to this town. The good thing - well, take a look down East Main there -

- we've got people pouring in here like it's Times Square, some of'em all the way from Europe, Japan. A whole lot of money being spent. The bad?

There used to be a sign on it, `` Welcome to Burkittsville.'' They showed it in the movie. Somebody wan na show me where it is now? I swear to God, these people, they're coming in and making off with every - thing is n't nailed down. There's two other signs I had to take down myself, put away for safekeeping'til this whole damn thing's finally over.

Got ta be around here somewhere - right here's where Heather stood in the movie.

We're trying to find the graves of those seven kids Rustin Parr killed.

Lotta dead kids - just ca n't find any died later than like 1867.

Nothing much we can do - just enforce the curfew. Which is dusk, for both the cemetery and the Black Hills Forest.

There seems to be some controversy whether or not any of this actually happened.

The three kids who disappeared, everything that was in the movie, the whole Blair Witch legend.

- the only statement we feel comfortable making at this time is : we're happy the film's been such a success ; we grieve with the families of Heather, Josh and Mike. Now, if you'll excuse me -

- this is the only reality I know : we're averaging about four lost rubberneckers a week up in these woods.

Get outta these damn woods and go home! There is nothing in there!

Zipping fast down U.S. Route 70 - West . We see the mileage signs on both sides of the median indicating where they 're coming from and where they 're now going : from Baltimore , towards Frederick , Maryland . -LRB- NOTE : this is shot on 16 or 35mm film , which will be the medium of `` reality '' for the rest of the movie . -RRB- The music that 's blaring is n't underscoring - it 's coming from inside the Van . As is a WOMAN 'S VOICE -LRB- ANNA -RRB- shouting over it :

She is - she's helped solve a bunch of murders : Arizona, New Mexico -

No, the kids were actors, the townspeople were real. Her, the Sheriff, the Convenience Store guy -

- does n't just pop out of thin air. It spins off of real events. At some point there was a Blair Witch -

Buried deep under 200 years worth of soil, ash, and compost layers.

That's a sapling - this mother's got to be three hundred years old, minimum.

- whoever - they built an entire house around a tree. Sticking up right through the living room. Somebody like to explain that to me?

It was free - I recall that was the chief selling point for you.

You know, Nick, you've been something of a total asshole the past few days.

For once could you just sit down, shut up, and give something a chance?

I was out hiking, camping the past two days - that's what did it - I killed it -

They put their palms in the blood. And then they press them on your skin.

I'm glad she's dead. She brought the thing that killed my child.

- no, you're not. You love me too much. You do n't want to see them kill me.

- fuck your bullshit pieties! You were the next to die, asshole! PAGE 102 IS MISSING FROM THE HARD COPY OF THIS SCRIPT

TIGHT ON the Driver of the Van , a grunged - out 25 year old with shoulder - length hair , a well - worn black `` Blair Witch Project '' t - shirt and cap : COTTER KALLER . He yells towards the backseat :He turns the volume down .Cotter grumbles . Then a wicked grin hits his lips . Turns to the unseen Man sitting next to him in the passenger seat :He clamps Nick 's hand on the steering wheel , picks up the 8mm Camcorder beside him , turns around , and starts shooting into the back seat . POV OF VIDEO CAMCORDER On a not - very - happy - at - the - moment - looking Blonde Woman . ANNA TASSIO - ON VIDEO age 20 . She rolls her eyes as Cotter begins narrating :Cotter responds by panning the Camcorder towards the passenger seat . We see on video : NICK LEAVITT a lanky 21 year old wearing wire - rims .THE CAMERA pans again into the back seat , showing HEATHER ARENDT , 19 , with a huge mane of fire - engine red hair .The Camcorder swings back to Nick .One big blur of a pan - Cotter 's turned the camcorder on himself . He issues his manifesto :The Camcorder WHIP = PANS towards the windshield : The Van is about to plow into the rear of a HUGE COCA - COLA TRUCKVisual pandemonium as the Camcorder goes flying from his hands and down next to the BRAKE PEDAL We see both of COTTER 'S FEET smash down on the pedal . Hear O.S. : screeching of the passengers - screeching of the brake shoes - screaming of the tires as the Van swerves into the next lane - and then an angry symphony of CAR HORNS .We see the view from the Camcorder as it 's scooped up from the Van floor and brought back up to eye - level again . ON NICK 'S FACE As he waves two fingers at the lens .- and the Video zaps to black . SMASH BACK TO - FILM Where Nick can be seen tossing the camcorder into the backseat . Anna catches it , puts it in a back pack and zips it .

Just trying to set the mood for the mission - get the `` feeling.''

The bitched - out babe in back here is one Anna Tassio - we met one dark and stormy night in a Blair Witch chat room, we all did -

- but she was nicer then - sweeter - she had n't vomited twice already like today -

- thank you, Heather Arendt - and arend' t we glad you're here - a real witch -

And let it be known - before we even get to Burkittsville - it's gon na be an eighteen thousand times better movie - for half the cost -

- and unlike the first one, every second of it's gon na be true! `` Blair Witch : The Real Story!''

Hey, Mr. Graduate Fucking Thesis here was s ` posed to be driving!

Was it every day or just semi - weekly you got your ass kicked as a kid?

Terrific - and I was afraid I was n't going to get laid on this trip.

Either way, maybe there's a book in it, and they both make a ton of money.

Why does everyone here but me have have a gigantic stick up their ass?

- and none of'em were mine! I - am - so - fucked, I - am - so - fucked - where the hell was everybody?

Oh, who did then? Blair Witch? Snatching equipment to make her own sequel?

You can be goddamn sure, though, I'm going to be looking at every second of'em when I get back to Baltimore - I get proof who stole my shit and I call the cops!

Hey, I got a whole editing suite in my loft - more the fucking merrier.

That's its name. A pastoral glade gamboling with crackheads and homeless and averaging at least one homicide a week.

Used to be a meat - packing plant. Slaughter on the ground floor - carcasses schlepped up on this thing for dissection and grinding and -

I spend a lot of time on e - Bay. Buying, selling - sometimes buying then re - selling at substantial mark - up, sometimes just selling crap I find in the street.

There's some stuff that's hard to part with. Editing's stuff's up there -

- stairs are back through the kitchen - and a ton of bedrooms, you wan na dump your stuff or catch a nap -

I'm the ebay Boy, remember? I ca n't exactly afford that kind of equipment.

I got a friend at a Lab. I could get the whole thing blown - up, enhanced -

Just let me get my coat off - I had eight cups of coffee, I'm wired for sound here.

I got the tape enhanced - and I managed to sleaze a photo blow - up. Jesus, he's gon na kill me when he finds out about the camera.

No one's been in or out since you left. Would've heard the dogs.

She would've had to have a key, anyway, to lock the deadbolt behind her.

This could be something right here, do you think it's some - thing, Heather -?

- but that could be just a shadow, I think it's a shadow, it's nothing, Heather, do you think it's nothing -

- I look and look in the tree, all I ever see, he's always there watching, that stupid owl, over and over -

- anywhere, anywhere, all up and live, all the time - fucking owl -

The moon trying to shoot down through all these trees - can make things funky -

It's Domini, it's not Domini, I do n't care - all I know is I'm not dealing with something - anything - snuffing me in my sleep. I want to do what we did in the woods - surveillance of this whole place 24/7, with somebody monitoring those cameras every second. There's something, somebody here, I want to see'em coming.

All the shit that was worth anything, yes. You'd be amazed, though, what you can get free on the ` net.

- f ` chrissake, Heather, it's not like the two of us are gon na doze off he leaves for two seconds -

- it's for you. Came through email. How it started printing without a command, though -

We're doing dusk - till - dawn taping of all the places where there've been alleged Blair Witch `` sightings'' - the Parr House, Coffin Rock, Tappy Creek.

See what turns up - which I guarantee will be nothing. Some of the rest of the party are more hopeful -

- chalked just hours ago by ancient adolescents. It's called vandalism.

Look it's right here - from the Blair Witch `` Dossier'' - the sketch the anthropology students made of their dig when they found the backpack.

It's a sketch, Anna - it's not to - scale cartography ; the tree was not the kids' focus -

- brother of Rustin Parr's maternal grandfather, somewhere after 1858 -

Pardon me, I've had a few things on my mind - like putting this safari together.

Could we take this up later - like indoors, without half the world listening?

Look, guys, we're cold, we're tired we're shook - we just want to get out of here as soon as there's light. We saw something up at Coffin Rock today -

They were never seen again. Their footage was found a year later - underexposed and useless.

Well, everybody grab a coat, and pull up a rock for a night of witch - watch.

Yeah. Got to Coffin Rock, found zip, and came back, ripped off the cameras.

Cotter, I think she's right. Why would those guys go to all the trouble of stealing the camera and all this other stuff and leave the tapes?

They were making a movie - if they were going to steal anything it'd be just the tapes, to see if we had anything they did n't.

And what do you possibly think you're going to fucking see there?

- great : we can watch Domini sleep for hours - or, shit, maybe if we stay at it for a couple of days, maybe a deer'll dash by!

We're leaving - case dismissed for lack of evidence. Maybe on the ride home we can figure how the fuck we're going to graduate with no thesis.

Jesus, you do n't think I know that? You do n't think I've tried? She wo n't fucking go - she wo n't leave this place.

You think. there could've been something up in those woods that Anna -

There's explanations. Rational explanations for everything that's happened. We'll drive ourselves crazy if we keep obsessing on supernatural what - ifs.

I do n't know what it is, but there is something happening here, and it's starting to scare the living shit out me, and look, I'm just not going to argue the point anymore - you want to stay here, stay, but I've got to get the fuck out of here, and I'm begging you to come with me.

I dunno it's anything. It's a name Anna's mentioned - from her dreams.

Enough to make shapes and shadows in the dark into something else.

Hey, chemicals, fear, sleep - deprivation - and a round - the - clock obsession with the occult - hell've a recipe for a mind - fuck.

- why in the world would she just fly the coop in the first place?

- or Lyme Disease or poison sumac, or God knows what - else we could have picked up in the woods.

Not that I've seen - but that has no meaning - that means nothing.

Maybe whatever they are, they just have n't appeared yet on her?

There are other explanations! She is not the goddamn witch, that's insane!

The good old days : toasting marsh - mallows over a burning witch.

Whatever - all I know is the persecution's going to start all over again, they keep pumping out inflammatory bullshit like this fucking movie -

Why do n't you just cut it down and count the goddamn rings - who cares?

Three people : two guys, a girl - sleeping in the same motel room, the same tent night after night.

Made no sense. Scared out of their minds, and the greatest stress reliever in creation right at their fingertips. Nada.

Two - to - one he dusts the keyboard for fingerprints the second he gets back.

At least go drink it somewhere spilling it wo n't drive him to suicide.

Slow it down, slow it down, whatever it is, we'll figure it out.

His daughter, for God's sake - I need to know if he's heard from her this morning.

Nick, what you should do is get her back up and get her to a goddamn doctor.

- it's not a could've - there was, Nick. And it fucked up Anna, and did something to Domini, and it caused my father to die, and it's here with us in this place now. And I do n't have one single idea in hell what's going to happen next, just that it's going to happen to one of us. And then the other. And then the other. It's going to get into our brains.

Same trees. They took Elly Kedward out to the same kind of trees.

You think it's possible the tree in the Parr foundation is the same one they tied Elly Kedward to?

- and one of the little boys, his name was James. As in the boy James Kurth - the first child to disappear from the town of Blair after they banished Elly Kedward.

- one of us, all of us - I have no idea - brought whatever this thing is back here. We're not going to go out there and spread it around like Typhoid Mary. We're gon na figure it out, we're gon na bring a goddamn end to it.

- it's the `` Blair Witch Cult'' - a copy - some pages from - one of them on the site must've gotten my message -

`` taken by the witch as they were marked by her - first Jamie Kurth when the stain appeared on his brow that next summer -

`` for t ` was said he and Jon Edmunds and other boys who found Elly Kedward still on her tree in the snow. Poking her with sticks finding her still living. Taking her bonds and noosing them to her neck, hanging her from her tree until she perished.''

That's the little boys. Elly Kedward did n't die from `` exposure'' out there : she was executed.

`` Killing Elly Kedward, but not the witch herself, who floated from the mortal husk -''

I need you to talk to me, talk to me about the dreams - about James, the other boys.

Remember. what Mary Brown said - she could see the witch's hands on my face, her mouth sucking on mine.

Does she have marks, Nick - like the ones we have, that Domini had?

- the marks appear, then you disappear. Like the little Kurth boy, like Domini, as soon as they come to full bloom - and mine are!

Then just give me one of your explanations that all three of us'll buy.

Doing a relaxed 35 down the narrow ribbon of Route 17 . Rural farm country . The weather 's turned grey - making all the 19th Century - vintage houses and barns they pass look dismal , if not a little foreboding .Ahead of them , at a crossroads , is a sign : Welcome to BurkittsvilleHe starts to slow the Van alongside the sign .- Nick pushes Cotter 's leg back down on the accelerator . The Van jerks past the sign and down the road .Cotter just glares at him .

The four of them stand there by the sign to the graveyard . Anna searching the gray horizon .Cotter points to THE WOODS near the far edge of the cemetery . Standing there is an old , gaunt and particularly Unattractive Woman , staring at them .The four of them start tromping towards her .FLASHBACK - B&W To the interview with Mary Brown from `` Blair Witch Project . '' The years have apparently not been kind : she looks a good two decades younger . CUT BACK TO - THE PRESENT They 're less than 20 feet now from MARY BROWN . She speaks without expression :Heather double - takes .Mary Brown shakes her head .He hustles the other three back towards the cemetery .The cemetery . Everyone spread out looking for :Beat . And then , out of nowhere , seemingly just plunging right out of the earth AN ARM extends into the air not far from them . Paper - pale and stick - thin , almost skeletal .They walk over . See , lying atop a cracked granite marker , a Young Woman who ca n't be more than 18 . Heroin - chic skinny . All in black , including her make - up - uber Goth : DOMINI VON TEER .Cotter helps her up .Anna and Heather look at the faded marker Domini 's been lying on . It says :As they walk away , Heather sees Mary Brown across the cemetery , staring at her .

It's five bucks for signin' something ; ten for signin' a Bible ; twenty, you want to take a picture with me. Any kind've conversation, that's subject to negotiation.

Heather. I saw her. Elly Kedward's hands were on her throat, and she was sucking out the girl's insides with her mouth.

The four of you really have too much spare fucking time on your hands, do n't you?

I figure I lie here long enough, maybe he'll swoop down and carry me off in his talons.

This place is like a regular K - mart of bad vibes, ai n't it, pal?

- last thing I remember were those four clowns shooting the movie -

Something happened to Anna in Burkittsville, in the woods, I do n't know.

No. Elly Kedward's not the problem here, I do n't think. She was just a good old - fashioned white witch - PAGE 62 IS MISSING FROM THE HARD COPY OF THIS SCRIPT!

I do n't know how to stop it! I do n't know how to kill it! But it's here right now!

Go to the store. When you get back, I'll try to make sense of it for you.

Snaking its way down the road that wends through the Black Forest Hills . INSIDE Domini and her second beer have commandeered the shotgun seat , Nick relegated to a tight squeeze in the back seat . Dead silence . She 's slightly unnerving . Finally :That pretty much kills the rest of the conversation .

Parked at the edge of the woods . Back - packs being hauled out of the rear , camping gear , video equipment .

Mammoth backpacks strapped on , the five begin walks into the forest .He spins and runs back towards the Van .Through the trees , they see Cotter place a pint of bottled water on the roof of the Van . Starts video - ing it as he walks away .

Slogging up a 45 - degree angled hill . This is not exactly Sir Edmund Hillary and Co. - the five of them already look exhausted .Nick is staring at three different maps at once as he walks .- and then a look of trepidation crosses Cotter 's face - Footage from `` Blair Witch Project '' - panic , as Heather , Josh and Mike realize they 've spent all day walking in a circle .CUT BACK TO - PRESENT Nick 's glaring at him .Cotter looks up : less than 500 yards ahead can be seen the ruins of an Old House .- Nick is pointing behind him . Cotter looks . From the atop the hill he can see down to the road - and his Van with the water bottle on the roof .

All the backpacks and miscellaneous tonnage is already dumped on the ground . The five of them stretch their legs , massage sore shoulders and lower backs , while sightseeing the remnants of the old house and its environs . Cotter , not surprisingly , is taping everything . POV CAMCORDER a huge bite taken out of one of the walls of the foundation , stone , brick and soil strewn everywhere around it .Suddenly , the camcorder image starts shaking wildly . CUT BACK TO - FILM Cotter seen running full - tilt towards Heather , who 's facing one of the interior foundation walls . He 's jiggling the camera like he 's got St. Vitus dance . CUT BACK TO - VIDEO We hear Cotter doing a passable Heather Donahue impression - screeching as the shaking video image PUSHES IN right towards Heather Arendt 's face .Heather turns , scowling , and puts her hand over the lens . CUT BACK TO - FILM Heather pushing the camcorder out of her face .On one of the foundation 's interior walls : a gobbledygook of tiny handprints and strange , angular glyphs .CUT BACK TO - FILM Nick erasing half the marks with one sweep of his palm .All turn . She 's pointing to the large , leafy tree with branches stretching everywhere above them .Nick flips through a voluminous loose - leaf notebook - points out a page to Anna .The sketch shows a spindly growth in the middle of the foundation , no more than six feet high .- Nick rustles through the loose - leaf -He reaches down and picks one of the now infamous wooden `` stick men '' off the ground . POV - COTTER 'S CAMCORDER - CLOSE UP Sudden , stunned silence as the camera examines it fore and aft . And then Nick 's hands are seen removing the material that secures the Stick Man 's `` arms '' to his `` torso . '' Torso and legs fall to the ground , leaving Nick holding a piece of - CUT BACK TO - FILM

By flashlight , Cotter 's fiddling with five vid - cams on tripods that have already been set up . Domini lies within the foundation walls staring up at the sky . Finishes the last of Cotter 's beer and discards the empty . Not far from there , Heather 's already got her simple one - person tent erected . Adjacent , Nick and Anna are wrestling with the nightmare of trying to put up some Barnum & Bailey - size number .All eyes turn : Cotter 's standing 20 feet away with rotted wooden tentpoles and a piece of grommeted canvas that 's literally mildew - disintegrating in his hands .Beat . She stares at him .

Heather and Cotter jammed in there like Spam , sharing a joint , and watching `` Curse of the Blair Witch '' on DVD : The Interview Sequence with folklorist CHARLES MOOREHOUSE , explaining the `` origins '' of the Blair Witch story - Elly Kedward 's banishment , etc. .

It ai n't the Ritz , but they did come prepared : air mattresses , big Coleman lanterns , a kerosene heater - and heaps of books and brimming file folders . They 're sitting up in their respective mummy - style sleeping bags , studying documents , making notes - - when this high - pitched MOANING can be heard outside the tent . Nick and Anna looks at each other . Nick grabs one of the lanterns and dashes for the tent door .

He shines the light slowly out into the foundation ruins - - and there 's Domini , still lying on her back , staring up , cooing :She points up into the big oak in the middle of the foundation .The call comes back to her from the tree : `` oooh - oooh . '' Nick sees perched high up on one of the branches : A GREAT HORNED OWL . It 's staring down at them .Nick rolls his eyes and goes back into his tent . COTTER AND HEATHER are also watching this from their tent .They duck back into the tent . The Owl keeps watching . FADE TO BLACK . Several beats . And then in the darkness , a rustling sound is heard . A whisper that sounds like :CLICK ! Then Anna 's hand seen - she 's just turned on one of the lanterns . Sits up in her sleeping bag . Listens . The sounds have stopped . Beat . She gets out of her bag , grabs the lantern , and goes to the tent flap -

- and just as she steps outside - - something strikes her hand -- the lantern goes flying into the dirt - - and suddenly out of the darkness come flying - LITTLE HANDS wielding small sharpened sticks - or are they tent pegs ? - - and they stab into Anna 's belly again and again , accompanied by shrieks of delight . Anna screams -ANNA TURNS and finds she 's inside the tent , wrapped tight in her sleeping bag . Staring at Nick , who 's propped up on his air mattress with a book and a lantern , staring quizzically back at her .She pulls her sleeping bag down , looks at her belly - unmarked , unharmed , bloodless .

Domini is still supine , staring upwards .The Owl does n't respond .SMASH TO a static shot of dark , dark woods . The Voice continues to be heard from somewhere deep in there :PULL BACK It 's coming from the DVD of `` Blair Witch Project . ''PULL BACK FURTHER Cotter and Heather Arendt are fast asleep . Must have drifted off during the umpteenth viewing .Heather Arendt is up like a shot .Mild snort of amusement when she sees the movie 's still playing on the DVD . She buttons it off . Starts to lay back down -- bolts right back up on the verge of a coronary . The Man 's Voice screams :Heather literally punches Cotter awake .She clamps her hand over his mouth . Beat . They listen - - suddenly , SCURRYING FOOTSTEPS heard ; giggling -Cotter wrenches himself away , grabs his little 8mm camcorder -He lunges out of the tent , camera already whirring -

There was an accident early this morning. Another car. Your father's injuries were fatal.

- and right into a blinding , light - up - the - night battery of halogen lamps .Halo - ed in the glare of those lights stand FOUR LARGE TEENAGERS in various states of grunge . They all but scream of STONERS . One of them 's got a huge running Beta - Cam on shoulder , another 's hefting a DAT recorder and shotgun mic . We see Cotter from the POV of these guys camera : POV BETA - CAM - VIDEO Cotter shooting back at them with his puny - by - comparison camcorder , his thermal long - johns halfway down his legs .Cotter 's still shaking .A furious Heather can be seen scrambling out of the tent . Gets right in the lens :CUT BACK TO - FILM The Stoner Cameraman snaps the Beta away from her .Nick and Anna appear from their tent .Cotter asides to Nick .Now even Domini joins the prevarication party , popping up from inside the foundation :Stoner # 2 starts barking orders to his crew :They 're packed up and ready to move in a flash . Stoner # 4 turns as they trot off :The Stoners make Josh Leonard - like cries as they disappear back into the darkness ;Tired laughter .The four campers proceed to their respective tasks . Domini stays perched on the foundation , watching where the Stoners disappeared . To herself :She looks up . The Owl 's gone . FADE TO BLACK . Birds heard in the darkness . And snoring .

Oh, and you boogied all the way up here to get a good night's sleep.

Ditto Heather , sprawled half - in/half - out of her sleeping bag . Only Cotter is awake - well , making an attempt at it , anyway . Squints at his digital watch : 5:45 am .He groggily gets to his knees and dog - walks out of the tent . Several beats . And then we hear outside the tent :The cries wake Heather -

- even Domini , who pops her head up and starts to ask :- and then she sees ; they all see -- five tripods , all minus the Video cameras they used to support -Domini looks at one of the mangled tripods .Nick turns . Anna 's at the tent door holding a pile of empty file folders and two looseleaf notebooks that have somehow been torn clean in half . Now Nick 's incensed :She 's pointing to the collapsed section of the basement foundation where the original `` Blair Witch Project '' Tapes were found . The other four stop and stare at her . And then Cotter goes diving in the hole . Beat .And emerges with two grimy handfuls of VHS , Beta , and 8mm video tapes .Cotter brushes dirt from them ; holds them up for inspection .And then his excitement switches to confusion . Turns to Domini :She looks over at Domini , who says nothing - just stares into the woods .

The Van pulls up to the curb in a savagely decrepit and extremely desolate old industrial section of North Baltimore .All four look : a thickly wooded area that looks like mostly sumac .

Four of the five of them ride nervously in a huge , ancient elevator that ascends in a series of jerks . Cotter 's oblivious .

Cotter opens the elevator grates , revealing a metal door with a single lock . He fits a key into it- throws the door wide - - the LOUD BARKING of what sounds like a pack of pit - bulls greets them .

He shuts the door ; the BARKING stops . Everyone 's eyes zapping all 360 degrees around them : no dogs . Cotter taps a small speaker above the door ;He re - opens the door a crack - the BARKING starts anew . Closes it . Nothing .He ushers them into a huge DOUBLE - STORIED SPACE easily 30 feet high . Exposed brick walls - massive iron roof beams . And crammed to bursting with bizarre esoterica everywhere : - carousel horses , huge airplane propellers , a bowsp ` rit from an old clipper ship , lawn jockeys , a set of bunkbeds made entirely of wagon wheel parts , bowling balls , cannonballs , pinball machines .- he points to a loft overhanging the big room - a thin wooden railing separating the work space from a sheer 20 foot drop .

Cotter 's running tape through his new video iMac . The rest of them are gathered around the screen in various degrees of discomfort . They look like they 've been there for some time . A lot of yawns . Nick 's rubbing his temples like somebody 's pounding a marimba inside his head . ON SCREEN : they 're all watching minute after minute of nothing . Darkness . The outlines of the Parr Foundation . Trees in the back - ground . Silence . Several beats as they continue to watch this stasis . Then :- he grabs Anna by the wrist and yanks her up -- and suddenly Anna stops . Doubles over , clutching her abdomen .- blood can be seen soaking through her jeans .

Domini , Heather and Cotter standing grimly in the Waiting Area . Finally , they see Nick exiting a Trauma Room , looking even grimmer .Nick nods .

Anna 's lying on a OB/Gyn table in a johnnie , clearly sedated , but with a face and eyes still soaked with tears . An E.R. INTERN -LRB- Female -RRB- is cleaning her up .- and then Anna sees what the Intern is writing on her chart : To see : Boyd Kurth , 5/26/00 . Anna 's eyes go wide . INSIDE HER HEAD she flashes on the grave marker that Domini laid on in the Burkittsville Cemetery : same name , same date . BACK IN THE TRAUMA ROOM Anna yells :She 's flails at the Intern , trying to get up , tearing pages from her chart .

- doubtful, Mrs. Leavitt. The main thing to remember is, whatever the reason, it was for the best - it meant something was wrong.

Look, this is not my field of expertise. You seem stabilized, but why take any chances? Let's keep you overnight and have the Staff obstetrician do a follow - up tomorrow.

They all sit silently as Cotter drives . The now - fully clothed Anna just sits in back like a zombie .Anna tosses a crumpled ball of paper into Domini 's lap . She opens it . It 's the top page of Anna 's chart . Domini looks at the Intern 's jotting `` see Boyd Kurth - '' - her head snaps up . Beat .

Nick tucks her into an elderly four - poster bed . Colonial in style . Another one of Cotter 's `` finds . ''She closes her eyes .

Domini , Heather and Cotter gathered around his iMac , drinking beer .Domini just shakes her head .He goes to it . Without even looking , Domini pulls the shoulder of her shirt down , rubs something on her upper arm . Heather sees it : a good - sized burgundy - colored mark , oblong , vaguely spidery in shape .And now Cotter 's staring at it .The first image that pops up is Domini sprawled out on the grass of the Parr Foundation . Deep in REM sleep , her leg jerking like a dog 's . Domini sees it - a snort of embarrassed laughter .

Nick bolts awake to the sound of laughter . Looks next to him , Anna 's fast asleep . He looks relieved - then clucks to himself when he sees that he 's fallen asleep next to her on the big old four - poster with his clothes on . Starts to take off his shirt - - and then hears the laughter again . Louder . It seems to piss him off . He gets out of bed , opens the door . Hisses :But there 's nobody there . He walks down the hallway towards the kitchen .

Nick appears on the stairs leading into the work - loft . Sees the three of them huddled over the iMac .Nick just shakes his head , snorts with disgust . Goes back down the stairs -

- when he hears the laughter again .- he starts to storm back up the stairs to the loft - - when he realizes he 's walking away from the sound of the laughter . He stops . It 's coming from the hallway -

- further down the hallway . Louder . He walks faster towards it . It 's coming from the open door of his and Anna 's bedroom . Starts to trot . Louder . Takes the corner into -

- the laughter stops - - as does Anna , who appeared for a moment to be twirling round and around in the middle of the room .Anna looks down at herself and lets loose a giggle of astonishment .She does so . Nick once again tucks her in .He pops out two Xanax from a hospital sample bubble pack . Hands them to Anna .She swallows them dry .She closes her eyes .

Domini 's pointing to the iMac screen .He does so .Cotter hits PLAY . They 're watching tape from a camera that was placed almost to the ground , aimed upwards -Cotter freezes the image . The tree is so dark and so far in the distance of the shot , he and Heather have to put their eyes right up to the screen to even see it .She puts her finger right on the screen . Cotter quickly removes it - squints .

Cotter wearily unlocks the door to his Van . He looks all around him - finally up : There 's an Owl staring down at him from a tree in Druid Hill Park across the street .

Heather is bringing a cup of hot tea and 40 ounce bottle of Malt Liquor up the stairs . Sees Domini still in front of the iMac , trying to figure out how to work the thing .She hands Domini the beer . Keeps the tea for herself .Domini gets up and slumps down on the broken - backed couch in the work - loft .Beat . Cotter flushes for a moment .Sid pauses the tape .

Not until I get that Beta Cam back! We're both in a world of shit here!

Heather has apparently gained a tad enough mastery to run tape through the iMac . She 's playing and replaying a short section of Cotter 's camcorder tape where the bunch of them were interacting with the Stoner Film Crew . She keeps seeing a FLASH on the tape . Between two trees far in the background . But she ca n't seem to freeze the image inside the flash . It looks vaguely like a MIDDLE - AGED MAN .She turns . Sitting on the couch where Domini was is now the very clear presence of A MIDDLE - AGED MAN in a topcoat . He says nothing , just stares straight ahead . There 's a horrible wound in his forehead . Heather is mindboggled - and petrified . She manages to stammer out the word :Heather 's neck snaps to her right . She 's sitting on that same couch with Domini . Her eyes scan the entire loft . There 's no one there but the two women .FADE TO BLACK . Beat . And then in the darkness , a pack of dogs heard BARKING . FADE UP ON

He 's having trouble getting the key out of the lock . The door is wide open . The recorded pit - bulls bark and bark and bark .

Likewise Nick . Anna does n't seem to hear it - fast asleep . As soon as Nick makes it to the door , the barking stops .

Nick , Domini and Heather are gathered around him like kids on Christmas .Cotter throws her the 8 `` x10 '' blow - up of the frame . Heather looks at it , her face falls .Domini grabs it . Stares at it , puzzled .And now Domini 's eyes go wide .She yanks down the shoulder of her shirt : the burgundy - colored mark on her arm has grown larger and more distinct . It seems to have finger - like tendrils spreading out from it .- she yanks down the front of her shirt : there 's another burgundy mark there -She pulls back her hair : there are two more growing on the back of her neck .Domini 's head is in her hands . She 's hyperventilating . Heather puts her arms around her .They all look up . Anna 's standing in the doorway looking at Domini .And Anna walks out of the room .

Domini 's lying down , Heather beside her . She 's drinking a beer , seems much calmer - though she 's got an afghan cinched around her entire body , toes to chin .Heather gets up , starts for the door . Stops .

Heather sticks two six packs inside a car . Double thinks . Goes back and grabs two more . AT THE REGISTER Heather waits in line . She sees that across the street is Druid Hill Park . Stares aimlessly into the woods , chewing on a thumb nail . She looks seriously worried .Heather shifts her gaze to the Check - Out Clerk - and she shrieks : Standing behind the Clerk is THE MIDDLE - AGED MAN she saw in the loft , with the wound in his head .Heather 's eyes dart back to the Clerk .Heather 's eyes dance around the deli . The Man is gone .

Heather stands at a payphone by the curb . We hear ringing on the other end . Finally a pick - up . But an OPERATOR 'S VOICE is heard first :Long beat on the other end . Finally :The Operator clicks off .- a sound on the other line of the phone dropping , banging on the floor or against a wall -- a Voice comes back on the line . But it 's MALE now :The phone clicks dead on the other end . Heather lets the receiver just drop and begins walking , leaving her two bags of beer on the sidewalk , in a daze . And then she starts running .

You have a collect call from Heather. Will you accept the charges?

Heather 's banging like crazy on the door to the loft . Finally , she hears the sound of Cotter snapping open the deadbolt . He opens the door . The recorded dogs bark . Heather slams the door behind her .Heather barges past him and towards Cotter 's bedroom .

Heather walks in . The bed 's empty . The afghan 's lying in a pile on the floor - - along with all of the clothing Domini last had on .She does n't bother calling her name again , there 's nobody in the room .

Nick and Cotter look up at Heather , confused .Heather dashing up the stairs into the work - loft .Empty . Cotter poking through the two hallway closets . Nothing . Nick looking in the closet and under the bed of his and Anna 's bedroom . Nobody . Anna sleeps through it all . Heather really starting to lose it . Rampaging through the big main room , pushing aside all of Cotter 's huge carousel animals , looking behind those things she ca n't move , dumping things willy - nilly on the floor .Cotter helping Heather open one of the windows in the big room . Looking out on the ledge . Looking down to the sidewalk , five stories below . Nothing .Heather screams out the window :

Heather , Anna and Cotter sit at the table nervously . Heather is literally shaking .Heather on the phone .She hangs up . Picks back up . Punches in a number in a blur . Beat . Someone picks up on the other end :Beat on the other line .Heather is struck dumb .The line goes dead . The three of them just stand there , staring at each other , petrified . And then Anna walks in the room .

Heather sits at the table alone , staring at the 8x10 that Cotter made for Domini .She runs a finger down the length of the blur in the branches .Nick enters , heads for the blotched , '60s vintage Mr. Coffee maker .And Heather finally loses it and starts weeping - great wracking sobs . Nick 's a little awkward at first how to comfort her . Finally just starts lightly massaging her neck .Nick moves his hands down - - and somehow the two of them are then guiding his hands down into her blouse , onto her breasts - - and she 's moaning , and grabbing hard onto his hair - - and pulling his whole head down to hers . And their lips and tongues meet , and they 're biting each other like animals - - and his hands are yanking and twisting hard on her breasts , between her legs - - and she 's literally clawing him with her fingernails , drawing blood down the length of his chest - - until she reaches a burgundy - colored mark right at his belt line with tendrils like fingers - - SNAP ! - it 's like someone woke them from a dream . They both look at each other , baffled - what the hell just happened ? But it was n't a dream . Nick 's chest is streaming blood ; there 's blood on Heather 's lips - - matching the color of the mark on Nick 's waist , and the one Heather now sees inside her elbow . They both move away from each other , uncomprehending - and scared .

Cotter 's behind the iMac , screening tape millimeter by millimeter , downing one Coke after another . He 's so caffed - out , both his body and his voice is shaking .Heather does n't even look up . She 's just sitting on the broken - backed couch staring at Domini 's 8 `` x10 '' .- and he just keeps prattling on oblivious , eyes fixed on the tape moving at a snail 's pace in front of him .She puts it down on a cushion and snatches up the dog - eared copy of the `` Blair Witch Dossier . '' Easily flips to the page Domini showed her : Elly Kedward trussed in the wagon in the woods . Flips backwards in the book , looking for something -- and then she stops on the page that shows the anthropology students ' sketch of the Parr foundation ; the skinny little sapling in the middle - - then back to the woodcut of Elly Kedward in the woods - - then back to Domini 's photo of the foundation - the huge tree -Heather slips in front of one of Cotter 's PC 's . TIME CUT TO Heather on - line , in the middle of Blair Witch Chat Room , typing :Beat . And then a response .Heather responds , types :Beat . Response :Heather stops typing ; absorbs this .And then suddenly another response appears in the Chat Room :Heather grunts . Types back :Heather stops typing . To herself :Heather does n't look up from her screen . Impatient , trying to put pieces that do n't fit together .Heather looks up . Cotter is looking down through the big room 's huge windows ; he 's waving to someone . Heather gets up . Slowly peers over the loft railing . Squints . HEATHER 'S POV A stark - naked Domini is standing in Druid Hill Park . Looking up at them .

My two cts? By Rusty Parr's house hadda be that close how else could she whisper into his ear?

if you're out there and got it anybody, contact me this mailbx urgent

location described pretty good in section bout first boys disappeared afer Elly dies - James Kurth & another kid

Heather and Cotter 's pace slows drastically as they try and navigate the overgrown pathways inside the Park . The flora is dense below and above - moonlight barely penetrates where they 're walking .Cotter puts a finger to her lip . Whispers :They walk .- the two of them stop dead in their tracks . Through the thicket ahead of them they can see a clearing . Illuminated by the moon is what appears to be an old WOODEN OX CART with SNOW drifted up nearly to the hubs of its wheels . HEATHER AND COTTER are suddenly so cold they can see their breath in the air .He grabs her hand and pulls her through the thicket . They enter THE CLEARING the snow is now gone . Where the cart was is now just a stack of rotting cut brush . A clean - up effort someone must have started , then abandoned . Heather and Cotter stare at each other , baffled - and not a little afraid .They both see it at the same time : A NAKED WHITE BODY face down at the base of a tree . Heather races over , kneels down next to it .- and Heather lets out a screech . The face of the body reveals an ELDERLY MALE . Filthy , tongue lolling black out of its mouth . He 's been dead for some time .Heather turns - A PACK OF LITTLE BOYS wild - eyed and wielding sticks , RUSH AT HEATHER -- Heather screeches again , throws up her arms to protect herself -Heather looks up : Cotter 's lying on the ground , holding his bleeding forehead .Heather looks at her hand . She 's clenching a sharp stick in it . The Little Boys are gone . The body of the Dead Man is not .She grabs his hand , pulls him up . They start running .

Heather and Cotter at the table , still out of breath and shaking , as they tell Nick what happened .A look of alarm comes to Nick 's face . But he says nothing .He produces a large , thick spliff and torches it up . Big hit , and passes it to Heather , who takes an even bigger one .Heather spit - takes a lung - full of smoke .He takes the joint , sucks in mightily -- and then the whole kitchen seems to explode - - GLASS and MULLIONS from the big window in the room come hurtling in shards at them - - and then when the noise finally stops , and the flying debris has all hit the floor , they all look down and see : ON THE PEELING LINOLEUM A HORNED OWL broken and bleeding from its header through the window . Spasming , and then dying . Eyes wide , staring up at them . No one says a word . They just look at it .

A lot of chairs , but nobody 's sitting down . Cotter , Heather and Nick all look like their nerves are fraying down to bare wire .He opens a desk drawer - there must be a dozen little palm corders in there .

What Cotter lacks in other equipment , he makes up for with cable : huge SPOOLS of it - and he 's running it from the various tiny vid - cams to a motley bank of monitors he 's set up on the kitchen table . HEATHER duct - tapes one of the little units on the top of a closet door - frame in the hallway . COTTER sees he has an excellent angle on the front door/elevator . ANNA watches half asleep and befuddled in their bedroom as Nick aims a camera on a jerry - rigged broom - handle tripod . COTTER connects the cables in the kitchen - sees Anna and a clear view of the bedroom door . NICK & HEATHER collaborate on installing a camera from Cotter 's work - loft that provides a view of the dark area under the work - loft . Nick lowers the camera on a rope , while Heather guides and supports the cables attached . COTTER watches the camera descend on one of the monitors . Satisfied by the view it 's giving him , he yells :BACK IN THE WORK - LOFT Nick does so . Ties the rope securely around the loft railing . Ties a slip knot in the loose end and lassoes it over one of the iron beams above to keep it from being a hazard . He has to jump to catch the rope as it comes down again from the beam - - stumbles backwards slightly as he catches it - - hitting the spindly loft railing - - which suddenly SNAPS ! And Nick goes tumbling out into mid - air , the slip - knot in the rope in his hand the only thing keeping him from plummeting 20 feet to the floor below -COTTER sees it happen on the monitor .He dashes out of the kitchen . BACK IN THE WORK - LOFT Heather is trying to lift Nick back up by the rope by sheer physical strength she does n't have -And Cotter comes dashing in with a tall metal step ladder .Cotter splays the ladder open , starts clambering up it .Nick loses his grip - starts falling - - Cotter snatches hold of him as he falls , pinning Nick between the ladder and his torso . The ladder wobbles precariously -- and then the ladder finally comes to a stable rest . Nick is savagely shaken as he slowly climbs down .Ditto Cotter :A giggle is heard from the doorway to the big room . They all look : ANNA is standing there , laughing with her hand against her mouth like a little child . She sing - songs :

Cotter , Heather and Nick watch the monitors on the table in silence . Drinking coffee . They all look majorly exhausted - but none of them look in any immediate danger of falling asleep . Their eyes dart from monitor to monitor , relievedly seeing nothing - except Anna tossing restlessly in bed . Heather sees that Nick is massaging something on his forearm that 's making him wince . Without a word , she rolls his sleeve up : A wine - colored mark that looks vaguely like a jagged J.Cotter pulls up his pant leg : two blurry burgundy marks - crescent shapes overlapping each other .She pulls back her hair - where jaw meets neck : two smudgey marks that together look like badly - drawn lowercase `` n `` s.- and then there 's a sharp knock at the door . All three sets of eyes zoom towards the sound , but no one moves . The knocking grows louder , more insistent . Still , they remain frozen . Frightened . They look at the monitor giving an angle of the door/elevator . Nothing can be seen - just a dark blur in the door 's peephole indicating someone 's standing in the elevator .The knocking increases , along with muffled shouts of :Cotter gets up and slowly walks to the door . The rapping and shouting increasing in volume with each step . Finally , a deep breath . And then Cotter looks through the peep hole . He sees : SID his Techie friend from the Film Lab glowering back at him .Sid starts knocking again . Cotter walks back to the kitchen . Sits down in front of the monitors . Watches as the knocking continues . Finally stops . The expression on Cotter 's face never changes . TIME CUT TO - THE SAME - SEVERAL HOURS LATER So quiet , so tense , they can hear the clocks ticking all over the loft : 4:10 a.m.Their eyes all go to the Monitor with the view of Cotter 's work loft . Beat . They freeze . A slight WHIRRING - then slow WHOOSHING heard . Movement seen in the darkness .Cotter gets up .

Cotter handing a sheaf of print - outs to Heather .Heather looks up at them in astonishment ; dithered :She tries to make out the ancient , smeared scrawls of this nearly 200 year old book .- the next page is illegible , Heather flips forward :Heather looks up at the others in wide - eyed .Heather looks up ; she echoes Domini 's words :

Heather tries to rouse Anna in bed .Anna winces .Heather looks .Heather lifts Anna 's eyelid , gets close to her face and looks .And Anna gently guides Heather 's face down . Begins stroking it . And the next thing Heather knows , her body is gravitating towards Anna 's . She 's kissing her , stroking and fondling her as Anna guides her fingers . Pulling down the covers , guiding Heather down the length of her body to - - a spot on the mattress between Anna 's legs that 's soaked solid with fresh , gleaming blood . Heather yanks herself away , now seeing that the entire mattress is blood - covered . Runs from the room .

Heather stares at her face in the mirrored surface of a toaster . Blood blots on her cheek - vaguely in the shape of little palm prints . She 's hyperventilating as she tells Cotter .Nick enters .Beat .She pulls down her blouse - the marks on her neck have grown - they are the size of - and very clear image of - the palm - prints of a child , ringing around Heather 's neck as if strangling her .He points to Nick 's exposed midriff - the stains have spread up from his waist into his abdomen -- and then Nick hears giggling . His eyes and everyone 's eyes go to one of the video monitors : THE BIG ROOM of the loft . Where they see Anna twirling round and round on her tip - toes , laughing , as though she were simultaneously being hanged and looking up the dress and giggling at the person being hanged . Now even Nick looks petrified .

The Big Room . Nick enters on the run .HEATHER & NICK Watch on the monitor : Nick showing the huge mark on his torso .Anna dashes from the room . AT THE ELEVATOR Heather grabs her , as Anna 's trying to open the door to escape . The recorded dogs start barking madly .Anna runs panicked into the kitchen - and right into Cotter . He grabs her by the arms .- Heather runs in behind her -- Nick enters the kitchen -She tries to dodge Nick and get back to the elevator , he cuts her off . Ditto , the other direction and Heather - - Anna sprints up the stairs -

- and finds she 's got nowhere to go but down - 20 feet worth of down . And Nick , Heather and Cotter are closing in on her from the stairs .Cotter barges past them all , grabs the tope that Nick dangled from the loft space with -- Cotter throws the slip - knot loop around her neck .Cotter tightens the rope .Heather grabs the vid - cam from the railing and starts recording her :

A dizzying montage of video `` real '' footage much like the opening of the film . TV Reporters telling us that `` once again , like Columbine and `` Basketball Diaries , '' life has imitated violent art . In this case , the Blair Witch Project , '' where , yesterday obsessed fans of the film performed ritualistic murder - '' Nick , Heather and Cotter seen : in cuffs , being led into the Baltimore Police Station . Seen : grainy static - cam of them being interrogated . Seen : news - film of the inside of the Loft - where Anna was found `` murdered . '' And then a closet where an unidentified nude woman was found similarly `` executed . '' The News camera zooms in on the nude body of Domini crumpled in that closet , visible rope burns on her neck . Seen : Nick 's confession . That Anna admitted to being The Evil . Seen : the footage Heather shot of Anna `` confessing . '' But all the police and we see is Anna with a rope around her neck , pleading to Nick , Heather and Cotter not to kill her : `` I have n't done anything ! Why are you doing this ? Please , God - '' END

In 1995 , researchers at the University of Kansas used viruses linked to healthy respiratory cells to destroy and replace diseased cells in patients afflicted with lung cancer . In 1997 , scientists at the Krippen Center for Genetic Research in Berkeley , California made a significant stride forward . By manipulating the genetic information in a common blood cell and infusing it with the characteristics of a potent virus , they were able to create a biological warrior cell - the viragene . Once introduced into a host , the viragene could hunt and obliterate the body 's natural enemies - tumors , thickening arteries , decaying bone . Anything . The ` enemy ' would be consumed , digested , and transformed into energy to fuel the viragene . It was a perfect tool . And the possibilities were limitless . AIDS , cancer , muscular dystrophy , even the flu - the viragene could beat them all . The first human trials began in March of 1998 . The initial trial group , dubbed the ` Krippen Ten ' , were afflicted with leukemia . These individuals , along with Dr. Krippen , were about to make more than medical history . They were to forever change the course of humanity . `` Being unconquerable lies with yourself ; being conquerable lies with the enemy . '' Sun Tzu , The Art of War . `` We used to wonder where war lived , what it was that made it so vile . And now we realize that we know where it lives . That it is inside ourselves . '' Albert Camus , Notebooks . '' ` Let there be light ! ' said God , and there was light . ` Let there be blood ! ' says man , and there 's a sea ! '' Lord Byron , Don Juan . A VIDEO IMAGE FLICKERS TO LIFE . A ruggedly handsome man with dark , haunted eyes . Eyes that have seen hell .THE VIDEO IMAGE TURNS TO STATIC .

My name is Robert Neville. Today is October 17th, the year 2002. I was born in 1960, on this very day, so that makes today my birthday.

Every year for my birthday, my wife Ellen would throw me a party. A kid's party. Cake, ice cream, funny hats, `` Pin the Tail on the Donkey''. One year she rented a pony. It did n't matter that we were grown - ups and this was all kind of silly to the neighbors. She just did things like that. She brought such joy into everything she did, everything she touched.

I am forty - two today. I feel fine. I feel fit. My mental state is. pretty good.

My name is Robert Neville. I was born forty - two years ago in Des Moines, Iowa. I had a wife Ellen and a daughter Grace. My father's name was Bill and my mother's Charlotte. They were farm people. I hope. Someday. When someone finds these tapes. You will know who I was. What I was about. What I tried to do. What I try to do.

Good Morning San Francisco. Big Bob Neville here with you this morning, as I am every morning. Monday through Sunday, seven days a week, three hundred and sixty five fucking days a year. Traffic? There is none. Weather? Who cares. News? I'm still alive. What about you, San Francisco? How ` bout giving me a call? 1 - 800 - F - U - C - K - Y - O - U.

Wow. The board's lit up like a Christmas tree. Too bad our time is up. If you would like to see me in the flesh, however, I'll be doing a personal appearance this afternoon at Golden Gate Park. Today and every day. 12 Noon. All you have to do is show up.

I leave you today with one of my favorites. I know you're sick of the fact that I only play classical music, but frankly, I do n't care. I like it. And right now. that's all that matters.

That was clever, the mannequin. That took some thought. You nearly had me.

You know, I can understand me. But why shoot at the dog? What did that dog ever do to you?

My name is Robert Neville. I was born in Des Moines, Iowa, October 17th, 1960. My father was Bill, my mother Charlotte. I had a daughter Grace. My wife. Ellen.

Ten last night, there were ten. Tonight, they will mourn and there'll be no attack. I'll have `` peace.'' But tomorrow it'll start all over again. Why does n't he give up? Why not, Cortman?

It was my birthday yesterday, Ellen. Forty - two. You would n't recognize me, sweetie - I'm in better shape today than I was when we got married.

Gracie's birthday is next month, is n't it? She would've been ten. That's a big birthday for a kid.

They started with lung cells a couple years ago, but Krippen's working with blood - on leukemia.

`` The altered cell - the viragene - is injected into the bloodstream where it destroys all cancerous cells and, by utilizing the properties of a virus, replaces them with healthy cells.'' It eats disease and makes you healthy. `` Dr. Krippen states that, in theory, use of viragenes could be applied to HIV, other forms of cancer, damaged nerves, blindness - virtually any ailment.''

The properties of a virus - I guess so it can multiply and grow throughout the bloodstream. But they disable it.

somehow, so it's not harmful. This is amazing! And it's buried on page 12.

To love each other, Ellie. To lend a helping hand to someone in need, to care for one another. Compassion.

San Francisco KDX - CFY - CA 1971335. San Francisco KDX - CFY - CA 1971335.

Were you fellas Boy Stouts? You know what the Scouts always say?

Listen, I know you're busy, so I'll get right to it. The work you're doing with leukemia - from what I read in the paper, it seems to me the same principles could apply to other forms of cancer.

Six months ago my daughter Grace was diagnosed with lymphatic cancer.

Nobody tells Bob Neville what to do. That's because there is nobody - not one damn body - to tell me anything!

What the hell difference does it make, anyway, right? Most people are bores, or assholes, or creeps, or. People betray you, people criticize you, people steal from you. Who needs people?

Fuck. What ` dja do that for, Bobby? That was the last of the scotch. Stupid.

My name is Robert Neville. I was born in Des Moines, Iowa. I had a wife Ellen and a daughter Grace. Since this all happened, I've had many dogs. They're good scouts, good sentries. They were necessary. And disposable. But this last one, he. He was a good dog. He seemed to. Gracie would've liked him. It was my fault. My own stupid fault.

That was pretty good. Your little stunt in the park. Got the drop on me.

Fine. We'll try this again a little later when you're feeling more. civil.

You have to cooperate. I'll cooperate, too. You talk to me, tell me a few things, and I give you this.

There's no one! No one else! I tried. The radio, signal flares, it's pointless. For years I've tried.

No. No, it's sticelezine. They developed it for rapid heroin detox, but it'll work for morphine addiction, too.

It's a severe shock to the system, but the treatment only lasts twenty - four hours.

You wo n't go through withdrawal - it's not a painful process at all. You'll be asleep most of the time. There's risk of heart attack, but I'll be monitoring you.

I know what's here. Out there, I have nothing. Here, I have everything. You said it before. I'm safe.

I do n't. That's just what I believe. If I did n't, I would've blown my brains out a long time ago.

For movement outside the far fence, your best vantage point is the roof. Beyond that, you're better off down here.

sensor checks here. The area surrounding the house is monitored for changes in heat, sound, movement. If one gets inside the fence, you'll know.

If you ca n't take them out with a shot from the roof or one of the windows, use these. Each spot on the screen corresponds to a keyboard command. Press it and it ignites a mine. Just make sure you have the right one.

In thirty seconds, the whole thing goes up. The house, the yard, the hill. All of it.

Two years ago, I captured one of them. Brought him inside and showed him just what I showed you. Then I let him go. They know.

Well then. During the Cold War, there was an unspoken understanding. If any of the major powers launched an all - out assault, the target country would retaliate in equal force. It would mean total destruction. The attack would be rendered meaningless. So peace was maintained. I guess you could call it peace, even what I have with Cortman -.

it's a sort of peace. We have our border clashes, skirmishes. But we both know.

I have no idea. It could be a trick. They might be gone. Once and for all. Most of them - when things began to settle down - became nomadic. When a food supply became depleted, it became necessary for them to move on, to find new sources. But he remained. Laying his claim. Establishing a power base.

You know what I did? I taught history. I've kept all this as a record. A document of the truth. Someday, it might help. Someone, someone in the future. They can see. See for themselves what happened.

In six days - less than a week - the world turned upside down. San Francisco became a war zone. Do you know what people do when you tell them they no longer have rights? That an individual is powerless? They fight. It was ludicrous to think mankind would just roll on its back and comply. I saw my neighbors - people I've known for years - become bloodthirsty savages. Infected, uninfected, it did n't matter. We were all driven mad. The survival instinct went ballistic. Food, guns, medicine, blood - it all became priceless. Worth killing for. Those who had became the targets of the had nots. A city of five million people. Within a month more than half were dead. Six weeks later, about ten thousand like me. AB Negatives. We were all determined to.

live. But we did n't gather together. There was no unity. It was every man for himself. Trust had been abolished. By the end of the year, it was me. Just me.

I remained calm. It's the great secret of survival. When all around is chaos, when everyone is driven to the brink of insanity. relax.

Blood. My blood. There's some kind of rumor going around that transfusions of AB Neg can keep you safe.

I'm AB Negative. Besides, you ca n't stop me. I still have that right.

I'm sorry about what I did. When I brought you here. I felt I was doing what was right. I want you to know, Anna, that I care. About you.

Just keep your foot here, your hand on this. Let the train do the rest.

`` Hell is oneself, Hell is alone, the other figures in it merely projections. There is nothing to escape from and nothing to escape to. One is always alone.''

T.S. Eliot wrote that, and just yesterday, I might've agreed with him. But I do n't feel alone. Not now. I'm not escaping, I'm changing. I'm no longer trapped. Not by Cortman, not by me. I have hope.

I was born in Des Moines, Iowa in 1960. I had a wife Ellen and a daughter Grace. My name is Robert Neville. I am legend.

ROBERT NEVILLE switches off the VIDEO CAMERA pointed at him . He collapses the tripod and rests the apparatus in a corner . He wears shorts , a t - shirt , tennis shoes . He slices a CD into an impressive MUSIC SYSTEM and Mahler 's `` Resurrection '' Symphony BLASTS from speakers throughout the house .

A serious workout facility . Weights , boxer 's heavy bag , rowing machine , etc. . Neville pushes himself through a series of strenuous exercises . His body is in fantastic shape . Taught muscle . Lean , not bulky . His movements are lithe , almost graceful . More track athlete than body builder .

Neville washes his body and we notice the SCARS . On his ankles , wrists , neck , stomach , back . A few are the results of crude stitches , the others . Bite marks ? Scratches ?

Neville passes shelves filled with COMPACT DISCS , AUDIO CASSETTES , and VIDEOTAPES . Another section filled with BOOKS and PAINTINGS . Only a carefully selected few hang on the walls - Degas , Klee , Rothko , Van Gogh . The rest are stacked like pallets . They must be copies . Must n't they ? A TELEVISION gives us the `` Today Show '' , A RADIO , NPR 's `` Morning Edition '' , `` Resurrection '' in the background . A wall of sound . The sound of everyday life . Normal life . Neville descends a SPIRAL STAIRCASE leading to the GROUND FLOOR .

Neville strolls the aisles of a hothouse . Vegetables , fruit , herbs , potatoes . All in carefully compartmentalized lots . Panes of glass on the roof allow in SUNLIGHT . Neville notices a loose screw on a shutter and pulls a SQUARE of METAL from his pocket . It 's an ALL - IN - ONE - TOOL - something Neville is never without . Only two inches - by - two inches , it has a screwdriver tip , a serrated ` saw ' edge , a knife edge , magnifying glass , etc. . Neville tightens the screw , holds the tool in his teeth - a habit - and makes sure the window is shut tight . Neville picks a few strawberries , checks the Condition of a tomato plant , and trims a vine with the knife side of the tool .

Neville sits at a table eating a bowl of oatmeal with fresh s - strawberries , sipping a cup of coffee . On a wall mounted TELEVISION , Katie Couric and Bryant Gumbel . Neville watches with an almost disturbing gaze . He mouths along with them , somehow anticipating the `` live '' dialogue .-LRB- If we paid attention we 'd notice the information contained in the TV show and radio `` broadcast '' is old and familiar . We know these stories . There 's nothing `` new '' about the news . -RRB- Outside , we HEAR a DOG BARKING . Neville enters a ROOM adjacent to the kitchen - a state - of - the - art MEDICAL FACILITY . Operating table , pharmacy , I.V.s , EKG , surgical equipment , you name it . He uses a hypodermic to withdraw BLOOD from his arm . He fills two plastic vials and tosses the syringe into a BIOHAZARD waste bin .

And for those of us who'd like to lose a few pounds, Dr. Art Ulene will be here to tell us about his new weight loss plan.

Spartan . Bed , reading lamp , a few books . A PHOTO of his wife and child . on the wall , an HISTORICAL PAINTING showing Napoleon 's surrender at Waterloo . Nearby , within a second 's grasp from bedside , are a SHOTGUN and a .44 MAGNUM . At a closet filled with very few clothes - all the same type - Neville loses the robe and steps into a BLACK TIGHT - FITTING BODYSUIT . Similar to a diver 's wetsuit , but the material is more flexible . It 's some type of protective undergarment , composed of a Kevlar - like mesh . He dons a Kevlar vest , a work shirt and durable pants . He slips on combat boots , tucks the pants into them , and TAPES THEM . He adds a `` utility '' belt and fits the BLOOD VIALS into a secure pouch . He straps on two wristwatches and chains an ELECTRONIC POCKET WATCH to his belt . Again , the DOG BARKS outside .He picks up a REMOTE CONTROL and switches off the TV , radio , and music . It 's replaced by an EERIE SILENCE .

A no - frills underground garage . A LAND ROVER , SPORTS CAR , and MOTORCYCLE . -LRB- Now shut off , the walls are lined with HALOGEN LAMPS . -RRB- Neville walks to an electronic control panel and hits a button . The garage door opens , but it does n't open vertically . Instead , a horizontal panel slides back , parallel with the earth 's surface , revealing a slanted cement ramp leading to the garage below . SUNLIGHT pours in from above . The DOG BARKS . A MUSCULAR CANINE silhouetted at the top . Neville WHISTLES . The dog bounds down the ramp , delighted to see its master . Neville reacts coldly . No , `` Hi , boy , how ya doin ' ?! '' Nothing . We know the dog wants a reaction , but Neville is firm . He opens a CABINET , grabs a bag , and pours some chow . The dog hungrily devours his breakfast and Neville sees the bag is empty . He opens ANOTHER and finds it 's CRAWLING WITH ANTS .He dumps the infested bag into a trash Container . Neville whistles and points to the Land Rover . The dog leaps into the vehicle . Neville shuts the passenger door and we see the Rover has been customized . The roof , hood , doors , and trunk are crisscrossed with BARBED WIRE . All windows - save the windshield , and that is protected by chicken wire - have been replaced by THICK METAL PLATES . SLITS are cut into the steel , but visibility is limited .

Neville climbs behind the wheel . The interior of the vehicle is outfitted with emergency medical supplies , flares , heavy - duty flashlights , lamps , rope , wire , tools . The dog settles an a blanket an the floor . Neville hits a few switches and CLOSED - CIRCUIT MONITORS flicker to life . Via video , they show the side and rear views from the Land Rover . Neville starts her up and the souped - up engine ROARS to life . We stay within the Land Rover as it ascends the ramp .

The Land Rover speeds along . We vaguely recognize the road as one of streets of SAN FRANCISCO , but something 's wrong . The road is in great disrepair and littered with debris . The trees are barren , the area deathly silent , and there is absolutely no other traffic .

Neville continues to listen to Resurrection an the Rover 's CD player . He spots a DRIVE - WAY and turns into it .

High on a hill sits an abandoned broadcasting facility and tower . This too is in utter disrepair . The Land Rover is parked outside , the dog an guard . A desolate wind whistles .

Very familiar with the equipment , Neville connects wires , throws switches , and powers up the EMERGENCY GENERATOR .

Neville adjusts the mixing panel and takes a seat behind a microphone . -LRB- Throughout this scene we will notice that the radio station looks like a tornado blew through it . -RRB-He glances to his right . The Telephone switchboard panel is shattered , dead , covered with dust .An Eric Satie piano concerto . Melancholy and haunting .

MUSIC CONTINUES as the Land Rover cruises through the heart of the city . We do n't spend much time here and it 's frustrating , because we ca n't fully comprehend the visual make - up of downtown . The streets are deserted , litter and dust blow freely with the wind and the buildings look ravaged . Looted ? Burned ? Destroyed by earthquake ?

Neville and the dog exit the Rover and for the first time we notice Neville wears a shoulder holster containing a .45 automatic . and carries an M - 16 machine gun . A high - intensity flashlight is attached to the machine gun barrel and extra ammo clips taped to its handle .

Merchandise is scattered on the floor - chew toys , plastic bones , etc. - and the dog is drawn to it . Neville whistles and the dog obeys , disappointed . Neville switches on the flashlight and heads for a STORAGE ROOM .

Neville KICKS IN the door . The flashlight beam dances to all corners . Nothing but old supplies . The dog prances in and leads Neville to the bags of chow . He hefts them onto his shoulder . Whistles . The dog does n't follow . His vision is locked on a thick piece of rawhide . He turns his sad eyes to Neville , who gives in , nods . The dog happily grabs it between his teeth .

The monuments still remain , but the grass is scorched , tall , and dry . Neville eats a sandwich he made at home and the dog chews the rawhide . Neville checks his watch . 12:45 . Scans the area . Absolutely no one in sight . Forlornly , he stares at the ground , the cracks in the pavement . Alone .

The streets are abandoned , buildings deserted . The Land Rover parked at an intersection , the dog on lookout . Neville stands beneath a lamp post , a coil of WIRE over his shoulder . He measures a length , tosses it over the arm of the post , and creates an old - fashioned SNAPE out of the cable . He adjusts , tightens , and pulls one of the vials of blood from his utility belt . He takes a rag , douses it with the blood , and positions it as `` bait '' in the snare . Satisfied with the trap , he whistles for the dog and returns to the Land Rover .

The Land Rover pulls to a stop in front of what used to be Nieman - Marcus . Right now , it looks like a ghetto tenement .

A BODY dangles from one of Neville 's traps - one he must have set a previous day . It hangs limply , ankle ensnared by the cable , its head hanging a few feet above the ground .

With the dog at his heels , Neville chambers a round in the .45 and approaches the body . ANOTHER ANGLE Quite abruptly , we are watching Neville from across the street , HIGH ABOVE , from a sixth or seventh story window . We HEAR movement and labored breathing . BACK ON THE STREET Neville reaches the body and spins it around . As soon as he sees the face of a MANNEQUIN , he knows he 's fucked . THE HIGH ANGLE We HEAR a bolt slide on a rifle and we realize we 're watching Neville through a SNIPER 'S SCOPE . Neville 's chest dead in our sights . We FIRE . BACK ON THE STREET Neville hits the dirt . The first bullet EXPLODES in asphalt . Neville rolls . The second bullet just misses him . He DASHES behind an abandoned car , escaping yet another shot from the sniper . The dog stands in the middle of the street , BARKING at an upper story window in Nieman - Marcus . Neville shouts .The dog continues to , its eyes on a specific section of the building . Neville steals a glance and sees a RIFLE BARREL poking out of a shattered window frame . ANOTHER SHOT whistles past the dog 's fur . The beast flinches , afraid .He waves his arm and the dog comes running to his side . He pulls the dog close to him , sheltering him from the gunfire .BLAM ! A bullet HITS the car . Neville is pinned down .He looks at the pistol in his hand . It 's useless against a rifle . And unfortunately , the machine gun is in the Land Rover . He ca n't make a move . Unless . Along the curb , hidden from the sniper 's view , is a storm drain . Neville inches his way toward it and slithers inside . The dog tries to follow , but Neville motions for him to stay and speak . The dog understands and BARKS at the sniper .

Crouching down , Neville is able to scurry to the other side of the street . He inches his way through a crevice .

Neville crawls into a dilapidated BATHROOM in the store 's first basement . The plumbing has been backed up for god knows how long and Neville can barely tolerate the stench .

What used to be `` Housewares . '' Neville spies the no - longer - functioning escalators and strides upwards .

Neville reaches the fourth floor . We catch glimpses of BIZARRE GRAFFITI , but mostly we 're taken aback by the sheer emptiness of the store .

Neville creeps up the escalator . He HEARS the sniper , but it 's difficult to see anything because the windows in this section have been covered with sheets of cardboard , blankets , and plywood . The only light is a tiny shaft coming through the cracked pane the shooter is using for his rifle . The shooter himself is bundled in rags . Gloves cover his hands , a parka hood hides his head , and a scarf shields his face . We see no details , only a shape . in a corner is a sort of `` tent ' made from bedsheets and blankets . The sniper watches the street . Faintly , we HEAR the dog BARKING . The sniper SHOOTS . A distant ping ! - the bullet hits the abandoned car . Neville gauges his surroundings , his enemy . Thinks . Positions himself about twenty feet behind the sniper . Locks target with the .45 .The sniper jumps , turns around , and shakes in his shoes at the sight of Neville . He fumbles with the rifle .The sniper stops . It 's no use - he 'd never be quick enough .The sniper has no choice . He sets the rifle on the floor and shoves it at Neville , who quickly examines it .No reply . Neville points the .45 , SHOOTS and blasts the window behind the shooter . Glass explodes and SUNLIGHT pours into the room . The sniper SCREAMS with fright and scurries for darkness . Neville aims his pistol at another window .The sniper realizes his error . Goes tight - lipped .No answer . Neville flips back the top of the `` tent '' and sees three sleeping areas .The sniper refuses to respond . Neville BLASTS another window . More LIGHT . Like a snake escaping a predator , the sniper slithers away , but Neville pounces on him and jams the .45 into the center of his back . He pins one arm and extends the shooter 's other arm into the path of the light .The sniper is in agony .Frustrated , Neville , pulls off the man 's glove . First , we see that the flesh is pale white . So pale it 's almost translucent . Second , we see the effect of sunlight - the skin blisters and blackens .The sniper SCREAMS . Neville releases him and he hides in the shadows , caressing his tortured limb . The sniper decides to pull off his hood and remove the scarf , revealing . A demonic visage . Ghostly white flesh so devoid of pigment we can see the blue and purple veins beneath the surface . His eyes are an unearthly cold blue/grey and white . He is completely hairless - nothing on his pate , no brows , no facial hair . His lips a deep ruby red . This thing was once human , but now , now .Neville reaches into his belt and takes out a VIAL of blood . The sniper 's eyes light up .The sniper is mesmerized by the blood .He wo n't answer . Neville pours a few drops of blood and steps back . Thirstily , the sniper laps it up with his tongue , like a cat to some spilled cream . Neville looks away . The sniper falls back onto a pile of rags and lets his `` fix '' kick in . His body spasms and his face contorts . The sniper 's arm jerks and he lets out a satisfied breath . A junkie feeling the high .Miraculously , the sniper 's charred hand begins to heal .His hand forms a fist . A sinister , unearthly hiss emerges from his gullet . He looks at the vial in Neville 's hand .And something dark , something terrible fills the sniper 's eyes . He LUNGES at Neville . BLAM ! BLAM ! BLAM ! Neville pounds him with three bullets . Two in the stomach . One in the shoulder . Blood spatters . The sniper teeters , but does not fall . Neville aims at the heart and fires , but his weapon is empty . He mutters `` shit , '' hastily loads a clip . The sniper clutches at his wounds , kneels and touches the floor with his finger . He takes a deep breath and enters into some kind of meditative trance . He summons . The scattered drops of his blood heed his call . Like droplets of mercury drawn to a common source , the blood moves across the floor and flows up his finger into the open bullet wounds . And heals them .Click . Neville jams in the clip . The sniper moves . POW . POW . POW . POW - Only this time , Neville aims at the windows . GLASS SHATTERS and a wall of LIGHT pours in , hitting the sniper like a freight train .The skin on the sniper 's face blisters . Smoke rises from beneath his protective clothes . he HOWLS . Neville , with intense calm , holsters his .45 and raises the RIFLE .The sniper staggers toward Neville , one last attack . Neville SHOOTS , hits the sniper square in the chest . The force of the blast propels him backward , to the open windows . The sniper slips on the broken glass and falls . out the window . Seven stories to the street below . Neville moves to the window , locks at the sniper 's body on the concrete . The DOG emerges from behind the abandoned car , sniffs in the direction of the corpse , and looks up at Neville in the window . Neville shouts down .The dog sits .

If there were, we would n't have had to come to the city, now, would we?

A bandana acting as a mask on his face , Neville pulls a spare gas can from the rear of the Land Rover and douses the sniper 's corpse -LRB- blackening in the sun -RRB- with fuel . He ignites a book of matches , tosses them at the body , and whoosh - instant funeral pyre . Neville reaches into a supply chest in the rear of the Land Rover . He pulls out a mean looking , more powerful MACHINE GUN , two ammo clips , a portable high - intensity halogen lamp , a COMBAT KNIFE , three small electronic devices , and a customized remote control . He hangs a pair of night - vision goggles around his neck and instructs the dog .

Neville walks past rusting generators to a collapsed wall which connects the store to an old subway tunnel . The FLASHLIGHT on the barrel of the machine gun illuminates the path . The halogen lamp is strapped to his shoulder , but for now , it 's switched off . Neville allows the dog to sniff a rag taken from the sniper 's ` tent . ' Having the scent , the dog proceeds into the tunnel . Prior to following , Neville fixes one of the SMALL ELECTRONIC DEVICES to the to the wall .

A dank , dark , creepy place . No more electricity to feed the lights or tracks . Neville paces himself behind the dog , flashlight illuminating old cigarette ads , a 49ERS billboard , a pile of cat and rat skeletons , the rails , more GRAFFITI . Which we now see more clearly . This is n't the creation of homeboy gangbangers . it is fierce and savage in its beauty . Wild symbols , patterns , and colors . Majestic . Tribal . Neville has seen it many times before and does n't like it . It spells trouble . He stops and attaches another electronic device to an overhead pipe . The dog stops and utters a soft bark in the direction of a wrecked SUBWAY CAR spilled on the tracks ahead . Neville shuts off the flashlight and dons the night - vision goggles . He raises his finger to his lips and the dog knows to proceed quietly . Neville attaches the final electronic device to the door leading to the car and silently enters .

THROUGH THE GREENISH TINT OF THE GOGGLES , we scan the interior . Ripped seats , trash , and in one corner , a HUMAN FORM . An EMACIATED CORPSE . Stripped naked , every ounce of blood drained . A festering bullet wound in the chest , the skin punctured by teeth marks . on its chest , an elaborate TRIBAL DESIGN , much like the graffiti , somehow raised from the skin , similar to a cattle brand . Neville checks out the opposite end . Sleeping there are TWO FORMS . Breathing . He removes the goggles and motions for the dog to move back . He readies his weapon with one hand , and reaches back with the other , igniting . THE HALOGEN LAMP . Instantly , BRIGHT WHITE LIGHT floods the compartment . The two figures stir awake and SCREECH .But they do not listen . Instead , they REACH into their bedding , pull out TWO HANDGUNS and FIRE . Not what Neville expected . As bullets whiz past , he unleashes the machine gun , firing a spray across the car . One of the sleepers ' bullets takes out the halogen . It shatters , burning Neville 's cheek . More gunfire . Is he hit ? Neville falls back . A firefight in close quarters is not what he wants . He maneuvers back into the tunnel . Takes cover behind a pile of rubble and finds the dog already there .BLAM ! BLAM , ! Bullets explode in the wall near his head . He sneaks a peek and sees the two sleepers firing at him from inside the train . Neville reaches into his belt and pulls out the customized REMOTE . He presses one of the buttons and KABLAM ! The car is rocked with a small EXPLOSION . The door is torn from its mooring and one of the sleepers is RIPPED APART - The wounded sleeper HOWLS with pain and falls to the tunnel floor , barely able to keep his body from splitting in half . Amazingly , he 's still alive . BLAM ! The other one 's still shooting . Neville takes cover . The second sleeper exits the car and tends to its wounded comrade . Both are the same type of creature as the sniper , but this one , the living one , is FEMALE . Her dying partner , a MALE , is finished . She caresses his face , then buries her mouth in an open wound , infusing herself . Dark blood covers her chin and chest , but as she walks , the liquid crawls across her skin into her mouth . It seems to give mass and power to her body and rich color to her translucent skin . She raises her gun . Neville ducks just as she FIRES . BEEP BEEP BEEP . His electronic stopwatch sounds an ALARM . He switches it off and looks at the sunlight pouring into the tunnel . Its quality slowly starting to shift . MOVEMENT . Both Neville and the female react to SOUNDS behind them , past the wrecked subway car . Neville knows what 's coming . Far in the distance , we see MORE FORMS . What could be an army . He and the dog RACE to the crumbled wall of the department store . The female SCREECHES and gives chase . She 's very fast , like a panther . Neville glances up , runs , presses the REMOTE . The second DEVICE EXPLODES , collapsing the roof of the tunnel . Pipes , concrete , dirt - it all cascades down . A SHAFT OF LIGHT be in from the street above , stopping the female dead in her tracks . The light separates her from Neville and she does not like it . Frustrated , she snarls .

Neville helps the dog through the hole and heads for the escalator . Presses the REMOTE . The third device EXPLODES , sealing shut the connection from the store to the tunnel .

Neville and the dog hurriedly enter the Land Rover , haphazardly tossing supplies and weapons into the rear . Neville starts the vehicle and checks the sky . Must be about an hour before sunset .

The Land Rover zips down California Street and we PULL BACK , FAR BACK , revealing the scope and breadth of the city . San Francisco has been raped , mutilated , and murdered . Buildings burned , streets littered with rusting cars , trees and grass dry , dead . No bombs were dropped - too , y of the structures are intact - instead , it feels as though something sinister and insidious rotted the place from the inside out . Most startling is the GOLDEN GATE BRIDGE . Barricades , barbed wire , EMPTY NATIONAL GUARD TANKS - all scattered about like a child 's toys . it looks like a war zone . The bridge itself is charred and torn , unstable , swaying in the wind .

This area too - has been ravaged . WIND kicks up LEAFLETS . The Land Rover speeds through , kicking up the old papers . CLOSE ON A LEAFLET as it sails to the ground . It reads : YOU ARE NOT ALONE . I AM A SURVIVOR JUST LIKE YOU . I WILL HELP . YOU CAN TRUST ME . THERE IS HOPE . MY NAME IS ROBERT . MEET ME IN GOLDEN GATE PARK . PORTALS OF THE PAST . 12 NOON . MIDDAY . EVERY DAY . WHEN THE SUN IS HIGHEST IN THE SKY . PLEASE . The leaflet is yellowed and dirty . These things have been floating around for a long time .

Land that once held the beautiful homes of Pacific Heights , Nob Hill , and Russian Hill now looks like terrain in Bosnia . or the surface of the moon . Atop one of the hills still stands one edifice - Neville 's house . The Land Rover climbs .

The vehicle slows outside a massive GATE fashioned out of wrought iron , corrugated steel , and barbed wire . It WHEELS open , allows entry , then CLANGS shut once the Rover 's inside . PULL BACK TO REVEAL THE REST OF THE HOUSE A turn - of - the - century house . The kind you ca n't find in other cities . From a distance , it almost locks `` normal . '' But normal it is not . Every window and door has been bricked and cemented shut . Small SLITS have been cut into the walls at strategic points to provide some vantage . These portals are covered with chicken wire and are outlined by sharp NAILS pointing outward at jagged angles . The exterior walls are covered with a hodgepodge of metal plating - steel sheets , corrugated iron . The gables bounded by coils of barbed wire . High - intensity LAMPS -LRB- now shut off -RRB- and SECURITY CAMERAS jut out at odd angles , pointing at every corner of the surrounding landscape . And what a terrifying landscape it is . In the immediate vicinity , every other house - to the north , south , east , and west - has been burned and razed to provide Neville with an unobstructed view , and to prevent his enemies from using other structures as bases of attack . Outlining the perimeter of Neville 's house are TWO FENCES . The interior fence , only fifty feet from the house itself , is seven feet high and constructed of wooden beams and ribbons of BARBED WIRE , crisscrossed and interlaced . From within the house , once could see through , but no one could get past . The outer fence , much higher and foreboding , forms an impenetrable square . It is composed of railroad ties , Telephone poles , metal sheets , iron staffs , barbed wired , and massive amounts of RAZOR WIRE . outside and in , it is bordered by row upon row of SHARP WOODEN PIKES , pointed out . Between the two fences , within the compound , is a three foot deep DITCH , filled with muddy water . A crude moat . Its circle broken only by a thin LAND BRIDGE , over which now comes the Land Rover . We an ELECTRONIC WHIRRING and a STEEL DOOR , level with the ground , SLIDES BACK , revealing the slanted driveway into the UNDERGROUND GARAGE .

Neville and the dog climb from the stopped Rover . He looks up the ramp and sees the sun begin its descent . He hits a button and the upper door slides CLOSED . He winces with pain as he pulls off the shattered halogen .

He BOLTS AND LOCKS the door to the garage , ignites THREE BIG GENERATORS , opens a fuse box , and flips the circuit breakers . Artificial light flickers on throughout the house . The basement acts as a workshop , tool room , and repair facility . All manner of hardware is in stock as are various chemicals , electronics , and instruction manuals . At the opposite end of the room is a WEAPONS ARSENAL and TARGET RANGE . Neville deposits the busted lamp on a workbench and checks the rifle taken from the sniper .He dumps it on the workbench and selects a gorgeous MARKSMAN 'S RIFLE from his well - stocked arsenal .

Neville peels off the bodysuit . We see that his shirt is ripped above the sleeve and a shoulder badly BRUISED . He examines the vest and finds a BULLET flattened into the fabric . He pries it out and hangs the suit in his closet . He slips into some loose fitting black pants , black t - shirt , and sneakers . Clothes for mobility , agility .

Neville looks at a shelf of VIDEOTAPES : NBC NIGHTLY NEWS/JUNE 5 , 1992 , NBC NIGHTLY NEWS/AUGUST 5 , 1997 , ABC NIGHTLINE / DECEMBER 12 , 1995 , CBS EVENING NEWS/OCTOBER 27 , 1994 . He pops one into a vcr and Dan Rather reports on the day 's events . A long ago yesterday 's events . Neville slides a CD into a player . Gorecki 's Miserere . Like this morning , a wall of sound . Comforting . `` Normal . ''

Neville digs into a freezer and pulls out two frozen STEAKS from a dwindling supply of meat .

A rather sad figure , Neville sits at a lonely little table eating his steak . Next to it , a lumpy muffin with a thick candle stuck in its heart . A pathetic `` birthday cake . '' Uneaten . On the floor , the dog devours his steak - raw . Neville 's disturbed by the bloodiness of the meat and ca n't watch the red juice drip from the dog 's mouth . Nearby , past a TV playing the news video , is a wall of CLOSED - CIRCUIT MONITORS showing grainy black - and - white images of the area surrounding the house . There 's MOVEMENT on a few of the screens and Neville attunes to it instantly .He snaps into action . Moves to a LARGE COMPUTER SET - UP near the security video console , takes a seat , and calls up a PROGRAM detailing the various ELECTRONIC CONTROLS connected to the compound . Hits the keyboard .

LIGHTS . Dozens of bulbs along the outer fence ignite . others atop the roof SPRAY LIGHT onto the compound .

Neville grabs the muffin off the table , blows out the candle , and tosses it to the dog .The dog sniffs and does n't find the prospect too appealing .

A HATCH opens onto a PROTECTED DECK - A makeshift `` crow 's nest . '' It screws with the aesthetics of the old home 's architecture , but it serves a purpose , providing Neville with a high , secure vantage point . He rests his marksman 's rifle in a crook , climbs up a small `` lookout post , '' and raises a pair of NIGHT VISION BINOCULARS to his eyes . IN THE DISTANCE , through the foggy green light of the glasses , we see FORMS beyond the outside fence . Right now , there are a dozen , perhaps twenty . However , to the left , to the right , MORE , many more , are journeying up the hill , toward the house . Hiding in the shadows creeping behind rubble , crawling through trenches . ON THE ROOF , Neville slides down the pole , into the house .

Neville opens a DOOR , revealing a small room within - a converted closet . He moves INSIDE and we see its walls are lined with numerous HOLY TEXTS and FIGURES OF WORSHIP - A crucifix , the Buddha , a Celtic cross , rosary beeds , Hindu gods , a menorah , Norse rune stones , you name it . Neville lights a candle and incense , silently prays . The dog rests outside the door . He becomes ALERT , hearing the SOUND before his master . AN EERIE MOAN . Low , resonant . A C Far in the distance . Beyond the walls , beyond the fence . The MOANING INTENSIFIES . The dog whimpers .The moaning subsides . It is replaced by a DEEP , RHYTHMIC DRUMMING . There is something powerful and dangerous to the beat . And it affects Neville .

Neville plays a CD . CRANKS UP THE VOLUME . The music is loud , angry and disturbing . Krzystof Penderecki . Neville moves to the computer station , presses a co

MUSIC BLARES from SPEAKERS mounted on the roof . Outside the fence , the DRUMMING INTENSIFIES . Combined with Neville 's music , an odd , discordant symphony is created .

Neville sits on the floor , hands covering his ears . The dog whimpers his concern . Finally , Neville SCREAMS .He SHUTS OFF the music . Outside , the drumming continues . Neville GRABS the dog by the collar and JERKS him to a small HATCH cut into the KITCHEN DOOR . He slides back a bolt and PUSHES the dog outside . The dog looks back at Neville with sad , frightened eyes . Neville angrily instructs .He slides the hatch back in place , locking the dog outside .

The dog begins his patrol of the inner perimeter . it is his job to alert Neville to anyone who makes it this far . out here , the DRUMMING is much louder .

Neville emerges from the hatchway , grabs the marksman 's RIFLE , adjusts the sight with the screwdriver tip of the all - in - one - tool , and positions himself in the crow 's nest . He arms the weapon and raises the INFRA - RED SCOPE to his eye .

We shift our point - of - view to the area far beyond the outer fence , to the source of the drumming . And what we see should be terrifying . AN ARMY . A horde of awesome , frightening creatures . Close to three hundred in number . Male and female . All have the pale , translucent skin of the creatures Neville encountered in the department store and subway , the same lack of hair , the same disturbingly blue grey/white eyes . But this group , this tribe , has something different about it . Something strong . Something imperious . Something savage . They wear very little clothing an their magnificently shaped bodies . Most of the men and many of the women are topless , proud of their muscular torsos and ghostly flesh . Unique TRIBAL MARKINGS AND JEWELRY adorn their bodies . However , all , each and every one of them , bear one identical mark an their chests . The `` brand '' Neville saw an the drained corpse in the subway car . It is their mark . There is a hierarchy to the assembled : Lowest are CARETAKERS , who nurse and tend to the wounded . Above them are the DRUMMERS . They intone frightening chants and beat out powerful rhythms an large decorated drums . Next are the CLERICS - A somber , serious bunch whose markings are very ornate , very significant , very `` holy . '' The greatest in number are the WARRIORS . The strongest , the fiercest , the most savage - appearing . Hate fills their eyes . Hate fuels them . A pure hate for one man - Neville . Very near the top are two LIEUTENANTS , one leader of the Clerics , the other leader of the Warriors . The Cleric Lieutenant is CHRISTOPHER . An intense , almost sensitive looking fellow whose body is the most decorated , the most artistic in its impression . The Warrior Lieutenant is EVA . A fantastically strong , vicious woman whose body bears the SCARS of warfare . She possesses a manic , ferocious energy . And the LEADER . The leader is CORTMAN . He exudes the confidence and power of a king . His body is chiseled , his visage haunting . He commands this group with the calm of a head of state , the drive and focus of a field marshall , and the brute force of a tribal warlord . He stands an a promontory , a big jagged hunk of concrete jutting from the earth 's surface . It provides protection and perspective - beyond the range of Neville 's guns , but close enough to observe his activity . There is constant movement in the ranks , but all await and heed the word of Cortman . -LRB- * NOTE - Although these creatures consume blood , are allergic to light , and bear other similarities to vampires , they are not . They are something new , something we have never seen before , something strikingly different . There is nothing but their existence or behavior that is based in the occult or supernatural . They are real . And we will learn how and why soon enough . For the purposes of this screenplay , we will call these creatures Hemocytes . -RRB- Cortman RAISES HIS ARM and the drummers cease .TWO WARRIORS shove forward the FEMALE Hemocyte Neville encountered in the subway . Eva forces her to `` bow '' , in submission . Cortman gently strokes the female 's cheek .She nods in the direction of Neville 's house .She reaches into the small of her back and pulls forth the PISTOL she used against Neville .Cortman and others LAUGH . He takes it , examines it .He tosses it to her . She looks at it with disdain .To prove a point , Cortman nods to Eva and she SHOOTS him twice in the stomach . He LAUGHS and we watch his body heal itself , blood refusing to flow , flesh sealing the holes . Eva THROWS the gun into the night .Christopher turns to his clerics and they bring forth the DRAINED CORPSE the female and her `` Love '' fed upon in the subway car . There is real anger in the eyes of the Clerics .The female realizes she is in trouble . Cortman shows her the DISTINCTIVE BRAND on the chest . Cortman touches his own brand . Others in the tribe touch theirs .Cortman extends his arm . He CONCENTRATES and the muscles and tendons of the forearm thicken . Elegantly , his NAILS GROW , creeping forth from the flesh , forming RAZOR - LIKE TALONS .He SLASHES her throat . SLASHES her chest once , twice . Her body spasms and twitches at the massive blood loss , but there 's clearly still life in her eyes . Her FLESH tries to heal itself , to heal the wounds . Cortman looks to Eva .She motions toward TEN HEMOCYTE WARRIORS , their faces and bodies painted differently than the others .The ten move on the female like vultures to carrion . She SCREAMS and within moments , she is drained . The other Hemocytes link hands and surround the warriors . Cortman approaches the body of the female , a last glimmer of life in her eyes . He whispers .His talons puncture her heart . The talons RECEDE and her blood forms a pool in the `` cup ' of Cortman 's hand .Together , the warriors chant , `` Neville . ''Fueled by the fresh blood , the bodies of the ten men and women seem to grow in mass and muscle . Their skin thickens , forming a kind of flesh armor . They open their eyes and they are red with ferocity , Cortman raises his own hand to his mouth , drinks , and kisses each warrior on the mouth .He repeats this down the line , and when finished , the warriors are frighteningly pumped up , their bodies and spirits now adrenalized with terrible dark energy . Everyone chants , `` Ne - ville '' . Again and again - `` Ne - ville '' . Cortman signals the DRUMMERS who begin an accelerated beat , an accompaniment to combat . Like magnificent predatory beasts , the TEN WARRIORS MOVE across the barren landscape and gather at the OUTSIDE FENCE . Cortman stands atop the promontory and points at the house .The warriors SCREAM .

Neville has slaughtered so many we loved. You want to see him dead? See him punished for this injustice?

I have n't played with toys since I was a child. What about you, Eva?

Do you really think I need these relics of the past? I have every weapon I need. My body. my mind. My soul.

It is our mark. It distinguishes us and unites us. Without it, we mean nothing. Without it :, we are no better than you. And you disgust me.

Did he beg? whimper and plea? If so, what : was your response? How did you react? With understanding? Compassion? Or with hunger? And brutality?

Feast on her. Let the blood give you strength. Your brother's spirit will live within you. Go. Drink.

You have been chosen on this night of glorious darkness to do battle with an anachronism. our nemesis. Say his name.

Allow the blood to flow through you, allow its power to strengthen your limbs, your flesh, your soul. Feel its beauty. Feel its immense force.

He can. He would. Even if it meant killing himself in the bargain.

THE BLOOD IS ON YOUR HANDS, NEVILLE. YOU ARE THE MURDERER. TRY TO SLEEP TONIGHT. TRY. REMEMBER THE FACES OF THOSE YOU KILLED. WE WILL NEVER FORGET. AND ONE DAY, YOU WILL PAY. I PROMISE YOU THAT. THERE WILL BE RETRIBUTION.

After what he has done? The blood he spilled? All the souls taken? We must never cease, we - all of us - can never change. Not if change means allowing Neville freedom, life. That can not be.

But you are right about one thing, Christopher. That must change. We have lost too many. Neville's death will come, of that I am certain, but it can not come at the expense of our lives. No more.

He will not have that pleasure. But Neville will pay. We will feast on his flesh and drink his blood.

I'm cured. Thanks to Dr. Krippen. Every blood cell in my body is 100 % healthy. Better than ever before.

Calm? CALM?! YOU WANT ME TO FUCKING CALM DOWN?! YOU GO TO HELL, KRIPPEN. YOU GO THERE AND MEET YOUR MAKER.

You did this. You made me. I am the future, Dr. Krippen. Live with that.

We have waited long enough. The hour is nigh. Let us pay a visit to the Devil.

Behold the Beast. No longer mighty. No longer unconquerable No longer an icon of fear. No longer a spirit to haunt the minds and souls of our children.

Look at them Neville. How many of their fathers have you killed? Their mothers? How many families did you destroy?

How arrogant you were. Arrogant in your righteousness. To be so convinced that : you were doing God's work, that you were his avenging angel. The defender of faith. A faith in humanity. But what became of humanity, Neville? It was struck down. Smote by God. But you. You cling to the belief that we are the abomination. Did it ever enter your mind, did you ever consider. that we are the chosen? That we are the future?

Do n't be frightened of them, Neville. Look beyond your own ideas and see their beauty. Their souls.

Did she played the temptress well? Did she Neville? Were you seduced?

More like him? Pathetic reminders of the past? Leading paranoid, delusional lives? Stay. You serve a purpose here. You've been treated well.

Savagery gives way to civilization. It's a necessary step for us. Fewer of your kind remain and if we feast on each other, or others like us - we can not survive. For a race to thrive it must not cannibalize itself. Therefore, we raise our sustenance. Nurture it, let it grow. Allow it to multiply.

On your knees, Neville, and beg for her life. Do it, or she'll watch her brother die quite painfully.

A dark intensity in his eyes , Neville watches the perimeter . The HOWLING and DRUMMING of the Hemocytes echoes through the night sky . He does his best to block it out . Block it out . IN THE DISTANCE , LONG POLES are RAISED against the outer fence . The TEN climb , reaching the razor - wired crest . Neville looks through his INFRA - RED SIGHT , finds the CHEST of one warrior and FIRES three rounds - two find the heart . The warrior drops . NEVILLE SEARCHES for another target . ATOP THE FENCE , the warriors struggle to avoid lacerating themselves with the razor wire . THREE STRONG HEMOCYTES LEAP OVER THE WIRE and land in the compound , avoiding the row of PIKES before the moat . ON THE ROOF , Neville switches on SUPER BRIGHT LIGHTS aimed at the outer fence . -LRB- We notice a considerable DIMMING of other lights in and around the house - these lamps draw power -RRB- . ATOP THE FENCE , SIX HEMOCYTES are BLINDED by the light . One loses his footing and FALLS BACK onto the exterior PIKES , horribly impaled . Another BADLY CUTS HIMSELF on the razor wire . The blood loss is too great and the warrior nearest him - a BEAUTIFUL FEMALE - wills it to her , drawing the fuel into her mouth , into her system , and LEAPS into the compound . IN THE CROW 'S NEST , Neville removes the sight and uses the high - intensity lamps to seek out the THREE remaining Hemocytes on the fence . He SHOOTS . HITS one square in the chest , dropping him . SHOOTS . Bullets tear into the flesh of another , but they 're off - center and the WOUNDS HEAL . This Hemocyte leaps , joining the others inside the compound . The last of the three jumps down , but NEVILLE FIRES , catching her in mid - flight , spinning her off - balance . She tries to correct her fall , but lands on the INTERIOR PIKES . Her body is SPEARED in three different places , but she 's still alive . ON THE ROOF , Neville SHUTS OFF the high - intensity lamps -LRB- returning power to the other utilities -RRB- . Inside the inner perimeter , the DOG BARKS , alerting Neville to the FIVE HEMOCYTES who made it into the compound .He climbs through the hatch into the house .

Neville propels himself down the spiral staircase and moves to the MONITORING STATION - On the closed - circuit screens , we can see FOGGY IMAGES of Cortman and his followers outside the compound , IMAGES of the FIVE HEMOCYTES just inside the compound , and THE DOG patrolling the inner perimeter . He checks the COMPUTER and we see an ELECTRONIC GRAPHIC - an OVERVIEW LAYOUT of the compound . Neville checks the VIDEO of the five within the compound , near the MOAT .

The five Hemocytes gather around the warrior impaled on the inner pikes . She struggles to pull herself off the sharp poles , but the blood continues to seep out of her . WARRIOR ONE - A muscular male - gently leans in . He kisses her . The OTHERS congregate and drink her blood . The Impaled Warrior dies . Again , we see the bodies of the Hemocytes grow stronger . They turn , hiss at Neville 's house , hiss at the dog , move through the pikes , and toward THE MOAT .

Neville bounds upstairs , to a second story slit/window . He PUNCHES out the protective chicken wire with his fist and reaches for something on a table . A FLARE GUN .

WARRIOR TWO AND WARRIOR THREE try to LEAP across the ditch , but do n't make it . They slide into the WATERY MUD . WARRIOR ONE succeeds in jumping across . WARRIOR FOUR and the BEAUTIFUL FEMALE warrior approach the edge of the moat . Four is about to slide into the muck when Beautiful recognizes ODOR , INHALES DEEPLY and realizes something terrible .

The FLARE sails from the bedroom window into the moat . it takes only a split second for the Hemocytes to realize the ditch is filled with GASOLINE . Warrior One is blasted back by the ERUPTION OF FLAME . Two and Three HOWL WITH DESPAIR as they are roasted alive . FIRE SPIRALS into the black sky . The Beautiful Female PULLS Warrior Four to safety .

Neville watches as the flames SPREAD around the moat , forming a CIRCLE OF FIRE . As the flames grow higher , the DRUMMING AND CHANTING of the Hemocytes abruptly ceases .

Cortman and his followers watch in horror . EVA is furious .Cortman GRABS her by the throat and LIFTS her into the air .He HEAVES her away like a rag doll . Eva lands hard . Cortman intimidates the hell out of her - out of everyone .

our numbers dwindle and we lose strength. Perhaps it is time for change. Time to move on. He is just one man.

Christopher Collier. I was a theology major. I minored in history - I took your class on Ancient Conflicts. As a seminarian, I appreciated your focus on moral issues in war. What will they make of this, Professor? The historians of the future? How will they see the events of today? A victory or defeat? You do n't care to comment? You were always quite eloquent in your opinions.

`` In every war, in every great struggle, we see the sacrifice of innocents. Are their lives worth it? If thousands will live, should we allow a handful to die?'' Your words, Professor, not mine. Your questions. If I recall, you never provided us an answer.

I was never ordained. As a priest :. But I have a flock. A barbaric one, yes, but we are unified, we are strong. Does it surprise you to see us as such? As something more than monsters?

Some of us are not without compassion. Some of us saw Cortman's pursuit of your defeat a pointless, selfish obsession. He wants you kept alive. He always wanted you like this, do n't you see? He wants a trophy. A living symbol of his strength. He'll bleed you, feed from you, have you father more like yourself.

Fine. Have it your way. Soon, you'll be begging for my kindness.

Take the children. The others are too weak. You'll never make it.

Neville checks the screens , but SMOKE obscures the view . He looks at the computer . Moves his mouse to an area labeled MOTION DETECTORS / SENSORS and creates an ELECTRONIC `` X '' on the screen for each of the Hemocytes in the compound . Neville presses a button and an OVERLAY GRID appears .

WARRIOR ONE - through the flames licking the moat - encourages Warrior Four and the Beautiful Female to press on . Warrior One looks to the inner fence . Beyond it is the DOG , BARKING fiercely . When the warrior approaches , the dog RUNS .

Neville observes the COMPUTER as one of the `` X `` s steps onto a RED quadrant of the grid . Neville PRESSES a button .

We HEAR an ELECTRONIC `` BEEP '' before Warrior One steps on a REMOTE - CONTROLLED MINE . The CONCUSSIVE BLAST propels him up and back , into the fiery ditch . Across the moat , Warrior Four and the Beautiful Female look on in horror . Frightened , Warrior Four slinks back in the direction of the outer fence .The Beautiful Female looks at him with disgust . She notices the blast has torn a HOLE in the fence , creating easy access to the HOUSE ITSELF . She turns to her cowardly comrade .She extends her RAZOR SHARP TALONS .

Neville 's eyes watch the monitors He can barely make out TWO HAZY FIGURES beyond the moat . Suddenly , one drops from view . He checks the computer screen . The sensors only show the area between the outer fence and inner fence . -LRB- The area between the house and inner fence is unmonitored to allow for the dog 's patrols . -RRB- There is still one `` X '' outside the moat .

The Beautiful Female stands over the corpse of Warrior Four , his throat slashed , body pale and drained . RICH CRIMSON drips from her lips and her body GROWS in strength and energy . She sets her sights on the house . In a MAGNIFICENT LEAP , she hurdles over the moat , through the flames , and LANDS on the other side . The DOG GROWLS . She HISSES and moves toward him , talons ready .

Neville reacts with surprise as the final `` X '' disappears from the screen . He adjusts the grid , fiddles with the mouse , checks the video screens - nothing . OUTSIDE , the dog WILDLY , then MANICALLY SCRATCHES at the `` dog door . '' Neville rushes to it , but ca n't open it - it 's stuck . The dog YELPS in fear . Neville tries to force open the hatch , but it wo n't budge . The dog BARKS a warning . Then SILENCE . He rushes to the MONITORS , but ca n't see anything . Just smoke and dead Hemocytes . He frantically paces . Then grabs a FLASHLIGHT and heads to the basement .

Near the garage entrance , Neville removes a STEEL PLATE from the wall , revealing a TUNNEL - about two feet high , three feet wide - leading from the house , below the compound . He grabs two .45 AUTOMATICS from the Arsenal , tucks them in his belt and slithers into the tunnel , flashlight showing the way .

Neville reaches a specific section of the crawlspace . Directly above him is another HATCHWAY . He undoes a bolt , slides it back , shuts off the flashlight and sits for a few moments in darkness , listening for movement above . When he 's satisfied with the level of quiet , he reaches for the hatch .

The hatch , camouflaged by dirt and dry grass , FLIES UP from the ground . In a flash , Neville SPRINGS UP , .45 s at the ready . Silhouetted against the gasoline flames in the moat , he surveys the area between the inner fence and the house . Nothing . He silently moves to the HOLE in the barbed wire , inspects it . He follows FOOTPRINTS around the house , eyes moving side to side , behind , above . He rounds a corner . MOVEMENT . Raises his weapons . And finds . Nothing . MOVEMENT . He spins , ready to shoot . THE DOG . on the opposite side of the barbed wire fence , near the moat . Neville scolds the dog .Neville points to the hole .The dog heads for the hole , then stops . He BARKS WILDLY . Neville spins , but the warning comes too late . THE BEAUTIFUL FEMALE Hemocyte stands a few feet away from him . Completely nude . Her talons are sheathed , the blood wiped clean from her mouth and chin . Although her pallor is ghostly , there is no denying her body is comely , seductive , and magnificently shaped . Proud and calm , she extends her hand toward Neville , as if welcoming him . He raises one of the weapons and aims at her heart . She pouts . And takes a step toward him . Neville 's hand shakes . His face sweats . His finger can not pull the trigger . The dog senses his master 's dilemma and RUNS for the hole .The Beautiful Female steps within inches of him . Neville hates himself for being unable to act .Her hands caress his face and she kisses his neck . Her hands move down his body , along his arms , pull the guns from his fingers , and drop them to the ground . She pulls Neville 's hands to her breasts .As Neville becomes lost in her flesh , the Beautiful Female extends an arm . TALONS emerge from her fingers . Her eyes glow with hate , with blood lust .As her razor - sharp fingers move to his throat , THE DOG TACKLES them both . Neville snaps out of his sexual reverie and PUSHES her away . She LASHES OUT , SLASHING his forearm . Neville scrambles for the guns . The dog jumps at the Hemocyte , but she bats him away , knocking him unconscious . Neville aims the .45 s. FIRES . Three - four - five - six shots from each gun . Protecting herself , the Beautiful Female turns SIDEWAYS and covers her chest with her arms . The SKIN THICKENS an command , forming a protective shield . The bullets penetrate , but do not cause damage . Neville drops the spent , smoking weapons to the ground . The Beautiful Female stands and `` commands '' her skin to return to `` normal . '' She looks the helpless Neville up and down and laughs . A superior , cruel laugh . She bares her teeth , hisses , and moves in for the kill . Like lightning , Neville reaches into a boot sheath , pulls his COMBAT KNIFE , and drives it into his attacker 's heart . The Beautiful Female SCREECHES WITH SHOCK . Neville TWISTS the blade . She falls to her knees and tries to summon her body to heal , but the damage is too great , the loss of blood immense . She hisses and dies . As life drains from her , her eyes become soft , almost human Neville is haunted by the transformation . And can not bear to watch . A WHIMPER . The dog is regaining consciousness . Neville lifts him in his arms and heads for the tunnel .

Cortman kneels , deeply feeling . He rises . Stoic . Majestically raises his arms .Christopher and his Clerics lead the tribe in a MOURNFUL CHANT . The DRUMMERS provide haunting accompaniment . There is something disturbing , yet beautiful about the sound .

Neville is shirtless , tending to the laceration on his forearm . He disinfects , bandages , then looks to the DOG who lies on an exam table , stunned , but conscious . Neville examines his pelt for cuts , checks his bones for breaks .The dog looks up at him with sad eyes , then licks his face .The dog REACTS to the distant MOURNFUL SOUND generated by the Hemocytes . Neville too ca n't seem to deny its power . He LIFTS the dog in his arms .

Neville huddles in a corner , cradling the dog in his arms , needing the contact with another living thing . The MOURNFUL CHANTING INTENSIFIES . And Neville fights back tears . He desperately holds the dog , burying his face in his fur . FADE OUT .

The Hemocytes are long gone . The bodies of the warriors who never made it past the outer fence have been taken away .

However , the bodies of the Hemocytes who died within the compound remain , smoldering in the early morning light . The gasoline fire has died and black acrid smoke forms a fine mist over the compound .

Neville and the dog slumber in the corner . An ALARM sounds from the upstairs bedroom and Neville BOLTS AWAKE , reaching for a gun that is n't there . The dog springs away . Body aching , Neville initiates his daily routine .

CLASSICAL MUSIC - upbeat -LRB- Vivaldi ? -RRB- - plays over the following . Neville works out in the EXERCISE ROOM . SHOWERS . Applies a new bandage in the MEDICAL FACILITY . He selects a VIDEO - another past episode of the `` Today Show '' - and a TAPE of `` Morning Edition . '' The sounds of `` normalcy . '' He removes STEEL SHUTTERS from the roof of the GREENHOUSE . And picks fruits and vegetables for today 's meals . He stops near a section of FLOWERS , taken by their simple beauty .

He surprises himself by further depleting his supply of meat and giving the dc > g another STEAK . The dog , too , is shocked , but delighted . Neville sits at the small table , barely touches his oatmeal and strawberries , and watches the dog .

Neville DRESSES . He finds himself staring at the PHOTOGRAPH on his bedside table . His wife and daughter . Both beautiful . Smiling . Neville 's eyes are cold . Almost blank .

Neville addresses the VIDEO CAMERA . His daily journal .He stops . Continues .Thinks .He stares into the camera .

The Land Rover waits near the inner fence . The dog observes Neville 's bleak task - the carting away of dead Hemocytes . Three corpses lay piled on the roof of the vehicle and Neville drags two more out of the moat . He wears gloves and a bandana covers his mouth and nose to block out the stench . He tends to the sun - ravaged body of the Beautiful Female , but ca n't bear to look at her face . LIFTS her in his arms .

The Land Rover turns off California Street just below Highway 1 , onto the grounds of the Presidio . It looks as though , at one time , a small war was fought here . Neville steers the vehicle onto what once was the Army Golf Course . No links here . Only DEEP PITS dug far , far into the earth . An old sign reads : U.S. GOVERNMENT CENTER FOR DISEASE CONTROL EMERGENCY CREMATION CENTER . The Land Rover stops .

The dog stays inside the Rover , hating the smell of this place . Neville lines the Hemocyte corpses along the edge of the pit , douses them with gasoline and pushes them over the side . The Beautiful Female is the last to go . He lights a MOLOTOV COCKTAIL and LOBS it into the pit . A BURST OF FLAME rises into the air . CAMERA CRANES to reveal the expanse and awful nature of this place . THREE DEEP CRATERS filled with the bones and ashes of human beings . It is a disturbing , unforgettable image . Neville takes something from , the Rover and walks to the edge of another pit . He kneels and we see a small bouquet of FLOWERS in his hand . He whispers .

Neville sits , waits . It is so silent , the air incredibly still . No movement , no sound , nothing . Neville ca n't bear it . He erupts with frustration , SCREAMS at the sky .

The fences and gates of the cemetery look like Fort Knox . More barbed wire and evidence of conflict . SIGNS read : ENTRY FORBIDDEN ! ABSOLUTELY NO ENTRY PAST THIS POINT BY ORDER OF U.S. NATIONAL GUARD . TRESPASSERS SHOT ON SIGHT . The Land Rover waits outside a heavily fortified gate . Neville carries a huge CIRCLE OF KEYS . Uses one to open a padlock and chain .

Many graves have been dug up , many vaults ripped down . Others carry BIOHAZARD warning labels . The Land Rover stops at a BEAUTIFUL TOMB guarded by statues of angels . The door to its interior locked and chained . Neville waits . It 's difficult for him , whatever he 's about to do .

The door cracks open and Neville uses all his weight to push it in . LIGHT fills the crypt , illuminating dead flowers on a stone casket . Followed by the dog , Neville enters , collects the old flowers and lays fresh ones in their place . He kneels , shuts his eyes , and silently prays .He ca n't continue . Whispers .

A beautifully decorated , sun - filled room . ELLEN NEVILLE , a pretty , gentle woman , lies in bed , half - awake . in his bathrobe , Neville reads the morning paper .Neville reads to her from the article .She waits .Their daughter appears in the doorway .Grace joins them in bed . Ellen hugs her close . Neville finishes the article in the paper and joins them

All these so - called scientific breakthroughs. Playing with the building blocks of life. As a race, do you think we can catch up? I mean, we're back here, and they're twenty miles down the road.

Maybe there's supposed to be cancer. Does anyone think about that? What if there's a reason? What if. All this goes against God's plan?

For God's sake, what if they find out?! Do you know what they'll do? They're killing people who hide guns!

She needs it, Bob. And I'm not afraid. What is meant to pass will pass.

END FLASHBACK . Neville stands . Dispassionate , almost militaristic in his movements . He collects the dead flowers and exits .

Neville locks the outer gate , climbs into the Land Rover and drives away , the SUN an hour or two away from setting .

Neville secures the house for the evening . Fills generators with gasoline , checks power connections , repairs the hole in the inner fence , loads weapons , etc. .

Neville barely touches his dinner as the dog devours its bowl of fresh chow .

The sun 's last rays shine through the window slits . Neville washes dishes . The dog glances at the `` doggie door '' leading outside . Neville tells him .The happy dog follows him to the video monitor/computer station . Neville checks the screens - no activity yet . He sits behind the computer and looks at a CHESS PROGRAM - a game already in play . He analyzes the board , but is distracted .

Neville sits up in bed , the dog at the foot , on the floor , watching TV . Guns in close proximity . A videotape plays John Ford 's THE LOST PATROL . A small group of British soldiers cracking under the pressure of attack by a superior force of Arabs . Neville 's seen it many times . He 's seen all his favorites too many times . He gets bored with it , stops the tape , returns to the archives and moves to another . He hesitates . Wanting to play certain tapes , and desperately not wanting to play them . He gives in , selects one , and moves to the vcr .

VIDEO IMAGES . His wife ELLEN and daughter GRACE -LRB- 5 years old here -RRB- washing the car in the back yard . Both wear bathing suits and are having a terrific time with the water and soap suds . Ellen turns the hose on the camera and we hear .The video camera ducks out of the way and we see Neville 's bare feet . Typical home movie shenanigans . He refocuses on his wife . She looks quite lovely in her bikini .REVEAL NEVILLE . Sitting on the edge of his bed , haunted by the images . Haunted by his vibrant little girl , mesmerized by his wife 's vitality , her beauty . And then we HEAR . MOURNFUL CHANTING . SLOW , RHYTHMIC DRUMMING - The ghostly cries .Neville shuts his eyes . Covers his ears . The dog goes to the balcony , demurely barks a reminder . Neville looks out . In the distance , in the darkness , the Hemocytes continue to MOURNFULLY WAIL . Neville SLAMS SHUT the steel shutters .

Neville moves to an ALCOVE containing a HAM RADIO setup , dons HEADPHONES and juices up the system . He SCANS and LISTENS . Nothing . The static and dead air , however , blocks out the cries of the Hemocytes . Neville switches to the emergency frequency and leans into his microphone .Listens . He 's done this far too many times . Tried too many times . But still , he listens .He stops . What was that ? He turns up the volume and now we HEAR it , too . Is it ? A human voice ? Unintelligible , staticy . What did it say ? Was it `` Help me ? '' Was it ?! He adjusts the scanner , cranks the volume . It 's gone . Just like that , it 's gone . Was it even there ?Static . There was nothing . You 're cracking up ! Neville rips the headphones from his ears , throws them .He looks at the monitors , the Hemocytes . The CHANTING very loud now . Neville SCREAMS .Manically , he runs upstairs , grabbing a HANDGUN on the way .

Neville indiscriminately FIRES the pistol .He futilely empties the clip . The Hemocytes collectively HISS . He THROWS the gun into the compound and falls to his knees . He cradles his head in his hands .

He secures the hatch and collapses onto his bed . The dog sadly approaches . Softening greatly , Neville lays his hand on the dog . His eyes move to the photo of his wife .

Eyes hidden behind dark sunglasses , a quiet , solemn Neville cruises the deserted city streets .

City Hall is in ruins . The Federal Building blown to bits . The Library has suffered damage , but the structure is intact . Neville , loop of wire in hand , sets another SNARE on a lamp post and keeps a watchful eye on the surrounding buildings . What was that ? Did something move ? Nothing . Nothing , Bob .

The Land Rover stops near the Bay Bridge . Neville looks around . Cars are overturned , burned , rusting . Boats in the harbor are ravaged , sunken .

Neville has strung a series of five traps along the street . He 's working on his sixth when he realizes he wo n't have enough wire . He returns to the Land Rover , pets the dog , and sets his machine gun on the roof of the vehicle . He removes the Kevlar vest and his shirt . It 's hot today . He drinks from a bottle of water , grabs a fresh spool of wire , and returns to the post . He arranges and sets the wire and prepares to bait it when he STOPS . Absolutely dead stops . MOVEMENT . About half a block away . He locates the source of the SOUND and sees something in one of the abandoned buildings . Neville reaches for his machine gun . But it 's not there . It 's on the fucking roof of the Land Rover . The dog is hyper - alert . He heard it , too . Keeping his eyes glued on the abandoned building , Neville moves toward the vehicle . The dog BARKS a warning , but it 's too late . Neville has stepped into the snare of his own trap ! SNAP ! The wire WHIPS TAUGHT jerking Neville off his feet . He SMACKS his head on the asphalt as the wire PULLS UP . The snare LOCKS into place and Neville HANGS above the street , upside - down , his head about three feet from the surface . The ALL - IN - ONE - TOOL FALLS from his pocket . He REACHES for it , but it 's already on the street . The dog BARKS AND BARKS . Panicked , afraid , scolding . Neville is so pissed at himself . The wire CUTS deep into his ankle . BLOOD drips to the street . He 's a little dazed , but Neville 's desperately trying to maintain clarity . The dog circles below , barking and whimpering . Neville breathes deeply , gauges his surroundings . What to do ?! And then he realizes why the dog is so frantic . The sun is setting . As if on cue , his ELECTRONIC POCKET WATCH sounds its ALARM . BEEP - BEEP - BEEP . The color drains from Neville 's face . BEEP - BEEP - BEEP . Neville angrily THROWS the watch down the street . The dog continues to BARK his warnings .The dog backs off , circles the area , sniffs . Whimpers and growls . Transforms into defensive posture . SOUNDS OF MOVEMENT in a nearby building . Neville hears it . Looks at the sky . About thirty , forty minutes before sunset . Damn ! He calms himself . Ca n't panic , absolutely can not panic . He tries reaching for the wire , to pull himself up , but it 's just beyond his reach , the strain too great . He remembers his KNIFE in the ankle sheath . Pulls it and HACKS at the wire . No good . It would never cut through . He tucks the knife back into the sheath . Thinks . CRASH ! Something falls and breaks in one of the shops . More MOVEMENT . The dog REACTS , BARKS and RUNS to check it out .Neville can do nothing . The dog 's gone . Must act quickly . Although it makes the wire cut deeper into his ankle , Neville SWINGS back and forth , making his body a pendulum . Reaches for the post . Misses . Swings back . Forth . GRABS IT . Holds on for dear life . In an impressive feat of strength and dexterity , he twists and PULLS himself up the post , to the overhang bar , and CRAWLS along it , even though the tension it creates on the wire is shredding his ankle . Neville desperately tries to untangle the snare . His fingers ca n't quite do the trick , so he pulls the KNIFE and uses it to SAW into the cable . A HOWL from within a building . Neville glances in the direction of the sound . Just as the blade succeeds in slicing through enough of the wire , it weakens and SNAPS ! Releasing an unprepared Neville . He FALLS and lands HARD on the asphalt . A bone BREAKS in Neville 's wrist but that 's the least of his worries . He landed on the knife . It 's sticking straight through the meat of his thigh . He screams in pain ! Reaches for it , but that arm has a broken wrist - and that 's agony ! He rolls to his side , feels for the handle with his good hand and psychs himself up for what must be done . He PULLS the blade , SCREAMS , and passes out . The image loses focus . FADES . To BLACK . Silence . FADE IN to grey . Unfocused , gaining sharpness . A SOUND . A wet sound . The DOG LICKS Neville 's face and pokes him , urging him to consciousness . When Neville awakens . IT IS NIGHT . The look of terror on his face is unmistakable . The dog whimpers , prods him , begging him to move . A small pool of blood has collected around Neville 's thigh and ankle . His broken wrist is swollen and he has a bad bump on his forehead . He coughs , spits , raises his head . The atmosphere of the Embarcadero has changed . Gone is the deadness and silence - replaced by SOUNDS . Some far off , some closeby . Activity . There is life . Some kind of life . The dog 's defenses are way up . He sniffs and growls . The Land Rover is about fifty feet away . Such a short distance , but now , for Neville , in this condition , it is more like fifty miles . He examines his wrist , his ankle . The blood has coagulated and he looks to the thigh . He rips part of his shirt into a tourniquet . It 's difficult to work with the broken wrist , but he manages to stop the bleeding . He tries to stand , but that is a joke . The ankle is bad enough , but the thigh wound is just too deep - it ca n't take the pressure . He falls back to the asphalt and catches his breath . He finds the knife , clutches it in his fist - just in case - and begins to drag himself toward the Land Rover . SOUNDS . MOVEMENT . All around him . Something - footsteps ? - circling the area . Neville accelerates his pace . The dog viciously growls , BARKS ! And then Neville HEARS it , too . SNARLING . HOWLS . Not footsteps . Paws on pavement . Neville knows what 's coming and it terrifies him . Again , he tries to stand , but falls hard onto the street . He drags himself toward the vehicle , and his dog begins to circle , BARKING , urging him to move faster . Neville stops when he sees the first one . A BLACK DOG . A hemocvte dog . Standing on top of a pile of rubble . Watching him with icy grey eyes . The beast 's fangs are bared - long , sharp , vicious things . It assesses Neville and his dog . It BARKS AND HOWLS . Neville 's about twenty feet from the Rover . He remembers the MACHINE GUN on the roof and yells at his dog .But this is n't `` Rin - Tin - Tin . '' The poor thing has no idea what Neville means .No use . Neville presses on , dragging his wounded body toward the Land Rover . Holds tightly to the KNIFE when he sees . FIVE MORE DOGS . DANE , BROWN , BOXER , WHITE , and GREY . All muscular , sharp - fanged , and icy - eyed . They snarl and sniff , calmly waiting , gauging their best attack . The dog moves in close to Neville , guarding . Neville fears the worst . Hits the dog with his arm , instructing him .The dog does n't move .But the dog will not leave him . And the attack begins . Black BARKS and THREE RUSH IN . Neville 's dog meets BROWN , immediately engaging in combat . Neville knows his dog is doomed , but ca n't think about that now . The OTHER TWO are upon him ! He LASHES out with the KNIFE , ripping WHITE open along the ribcage . The beast YELPS and retaliates and BITES into Neville 's thigh . Neville SCREAMS - And KNEES White with the opposite leg . GREY BITES into Neville 's broken wrist . The PAIN is unimaginable , but Neville STABS GREY in the chest . AGAIN AND AGAIN . Blood bursts from Grey 's heart and the dog dies . Neville spins to see WHITE in the air , POUNCING , eyes on Neville 's jugular . But the beast is broadsided by Neville 's dog ! Battered and bleeding , he FIGHTS with a proud ferocity . Neville sees the badly wounded BROWN coming , LICKING BLOOD from Grey to gain strength . As his dog engages in struggle with White , Neville sees BOXER and DANE move in . And Neville knows there is only one chance . Summoning every ounce of strength and adrenaline in his body , he RISES to his feet and emits a guttural , primordial SCREAM . Grimacing , denying the pain , he MOVES to the Land Rover , forcing his fragile limbs forward . As Neville 's dog and White engage in a brutal dance , Brown - rushing on the fresh blood - sets his sights on human prey . Neville makes it to the Land Rover . He rests against it - just for a moment - then reaches up and grabs the machine gun . He turns . Just in time to see Brown coming at him . Neville OPENS FIRE and Brown is ripped in half . Neville WHISTLES and his dog breaks away from White . Neville shoots White , then SPRAYS bullets at the oncoming Boxer and Dane . The automatic weapon fire has the desired effect and the two beasts - sufficiently intimidated - run away . Neville and his dog relax for a moment , then , almost simultaneously , realize they have forgotten about the leader , the BLACK . Who ERUPTS from behind , knocking Neville to the ground . The Black is about to devour human neck when Neville 's dog BITES into Black 's hindquarters . The Black YELPS , spins , and LOCKS ITS JAWS onto the dog 's neck .Neville SMACKS the Black with the butt of the machine KICKS him away , and OPENS FIRE , emptying the clip into the hellish thing . Until it falls . Dead . Neville checks his dog . The poor thing is bleeding badly . Fueled by desperation and conviction , Neville LIFTS the dog and deposits him in the Rover . Now well beyond pain - transcendent , really - Neville shuts the doors , climbs behind the wheel , and gets the hell away .

The Hemocytes on their nightly vigil . Cortman observes Neville 's house . The lights are off . No music , no signs of activity within . Curious . A trap ? Perhaps not . Cortman leaps off the promontory and leads his followers across the barren landscape , toward the outer fence .

Neville looks ahead , observing the terrain . He 's about half a mile away from home and can see the Hemocytes surrounding the compound . He stops the vehicle and turns to the dog .

Neville exits , opens the trunk , straps on two SHOULDER HOLSTERS with fully loaded automatics and grabs two more clips for the machine gun . He takes a JERRY CAN of gasoline , a rag , and quickly manufactures a king - size MOLOTOV COCKTAIL .

With its lights still off , the Land Rover slowly moves up the hill . And violently ACCELERATES .

The Hemocytes furthest from the fence have no time to REACT to the speeding , armor - plated Rover heading straight at them .

A BURST OF LIGHT ! Not only from the LAMPS , but from a RACK OF LIGHTS on the ROOF , two HIGH - BEAM lamps mounted near the side mirrors , and FOUR LIGHTS rigged near the trunk . The Hemocytes SCREECH and retreat . A few react like deer , frozen , and the Land Rover just PLOWS through them . NEAR THE FENCE , CORTMAN REACTS . He sees the Rover ROARING toward him and realizes Neville is outside the compound ! He stands at the GATE - the only way into the compound - and BELLOWS .

Neville maintains focus . His eyes stay fixed ahead . He sees the Warriors forming a wall in front of the GATE . Takes a deep breath . And STOPS the Land Rover .

Hemocytes form a circle around the vehicle . The LIGHT blinds them and SCORCHES their skin , but they must take advantage of this opportunity , they must get Neville !

A HATCH opens on the ROOF of the Rover and Neville pops up . He SPRAYS MACHINE GUN FIRE in a circle , keeping the Hemocytes at bay . INTENSELY FIRES at the Warriors barring the gate . Neville crawls out farther , rests the machine gun , and pulls out the JERRY CAN . TWO BRAVE HEMOCYTES rush the Land Rover , SMASH a side lamp and headlamp , and crawl toward Neville . He pulls a sidearm and SHOOTS ! Dead shots in their hearts . Takes a LIGHTER from his utility belt . MORE HEMOCYTES move toward the Rover . Neville spots them . Lifts the MACHINE GUN . FIRES , keeping them back - momentarily . He tries to light the rag in the jerry can , but his hand is n't working well and the lighter SLIPS down the windshield . Neville curses , crawls out , REACHES for the lighter . His arm is GRABBED by a Hemocyte . EVA . They lock eyes . She smiles and TALONS emerge from her fingertips . Neville 's weak hand fumbles for a sidearm and PULLS the trigger . A BULLET RIPS through Eva 's shoulder , sending her back , spinning off the vehicle . Neville SNATCHES the lighter , ignites the rag , and THROWS the jerry can at the gate . It lands with a THUD . Neville FIRES the machine gun . Bullets RIP into the can and BLAM ! A FIREBALL ! At least a dozen Warriors are roasted . They stumble away , SCREECHING . Cortman knows what Neville has in mind and hurriedly leads a CHARGE at the Land Rover .

Neville drops into the driver 's seat . He reaches up to close the hatch and sees the FACE OF A HEMOCYTE . He FIRES . The shattered Hemocyte face disappears from view and Neville SHUTS the hatch . PRESSES the REMOTE CONTROL .

THE GATE SLIDES OPEN . Halfway to the Land Rover , Cortman realizes he 's made an error .He changes the direction of the charge just as the Rover ROARS THROUGH THE FIRE . SIX HEMOCYTES manage to jump on THE VEHICLE as it SPEEDS into the compound and abruptly STOPS . Its REAR LAMPS SHINE on the open gate .

The gate starts to shut . Cortman and his Warriors RUN to it . The HATCH on the roof of the Land Rover FLIPS OPEN . Neville emerges , machine gun in hand . First , he BLASTS THREE of the Hemocytes clinging to the Rover . -LRB- The other three are smarter and hang onto the SIDES of the vehicle , out of Neville 's field of Vision . -RRB- Next , Neville SPRAYS the gate with machine gun fire , keeping Cortman and the Hemocytes at bay . Neville can only urge the gate to move faster .He empties one clip , loads the LAST of the three , takes a few more shots , then relaxes when the GATE IS SHUT .

The other GATE - for the inner fence - SLIDES OPEN , as does the DOOR to the garage , revealing the sloping driveway leading underground . The Land Rover ROARS over the moat . the THREE HEMOCYTES holding tight as the Rover descends .

The Rover SCREECHES to a stop , almost crashing into the wall . The overhead door starts to CLOSE .

Neville checks the dog , comforts him , and almost opens the door . He stops when he faintly hears a SCRATCHING on the outer shell of the vehicle .

The Three Hemocytes quietly release their hold on the Land Rover and set foot on the garage floor . They look to each other and devilishly smile .

Neville checks the VIDEO SCREENS . There they are .He flicks a switch on another remote .

The three Hemocytes barely have time to notice the HALOGEN LAMPS lining the walls of the room before they BURST ON . The creatures SCREECH ! with pain . Sunglasses covering his eyes , Neville calmly opens his door , steps out , and proceeds to exterminate the three pests . QUICK MACHINE GUN BURSTS to the hearts of One and Two . When the clip runs out , a pistol for the Third .As they lay dying , Neville shuts off the wall lamps , opens the passenger door , and gently carries out the wounded dog .

Neville deposits the dog on an exam table . How can he stand the pain ?! His body shinners with sweat from exertion , his eyes barely open , barely conscious . After making sure the dog is stable , he tends to his own wounds . Ca n't help the dog 'til you help yourself . He goes to a cabinet and INJECTS himself with a small dose of MORPHINE to eliminate the pain . To keep himself alert , he sniffs a capsule of AMYL NITRATE , then injects himself with an ANTIBIOTIC . He takes a SCALPEL and cuts open his pants leg . The thigh is damn bad . He cleans it - which stings like a mother - bandages it , then releases the tourniquet . God , it hurts ! He thinks about another shot of morphine , but he must stay conscious . He painfully removes his boots and cleans and bandages the ankle . Now the wrist . Swollen , throbbing . He feels the tendons , the bones , locates the affected section . He readies a splint , some tape , and more amyl nitrate . And then , amazingly , Neville sets his own broken bone . The pain is intense . He nearly passes out , but manages to crack open another capsule of amyl nitrate . He applies the splint and tape . It 's sloppy , but it does the job . Neville turns to the dog . He injects the poor thing with a strong dose of morphine , knocking him out . He cleans and bandages , making sure bleeding has stopped , but he knows , and we know , that these wounds are deep and serious . Neville watches the dog 's sad eyes as the morphine kicks in . He leans in and pets his faithful companion .

Neville moves to the central SECURITY PANEL . Switches on the monitors , boots up the computer , flicks switches , etc. .

LIGHTS . On the roof , along the fence , in the compound . EVERYWHERE . Lights at maximum power .

The Hemocytes REACT to the shock of illumination . They scurry for cover , for pockets of shadow and darkness . Cortman defiantly STANDS near the gate , at the fallen BODIES of his soldiers . He screams a FIERCE CRY of anger as his skin sizzles from exposure to the light . CHRISTOPHER runs to his side and PULLS him to safety . BEHIND A WALL OF RUBBLE , Cortman and Christopher join Eva and the others . The group appears dispirited , disillusioned . Others are angry , ready to attack .He looks at the wounded , the dead .

Neville manages to pull himself into the crow 's nest . He 's armed to the teeth - ready for an onslaught . He raises a RIFLE to his eye and looks through the scope .HIS POV No one there . He scans the area around the fence . There 's one , two . A few . But their backs are turned and they 're walking away . No chants , no drumming . Silence . Defeat . Is he grateful ? Astonished ? Or disappointed ?

Neville hobbles over to the exam table and turns his attention to the unconscious dog . He stitches and disinfects - as if this were the most important medical procedure ever performed . He will not let this dog die . He lifts one of the dog 's eyelids and despises what he sees . A faint greyness to the iris .

Neville rests a heavy KENNEL CAGE / CARRIER on the floor . He puts a child 's blanket within , then places the dog inside . Strangely , he CHAINS AND BOLTS the cage to the floor and walls . He gives the dog a sad , knowing look and exits .

Neville sits himself in a chair , elevates his wounded legs , and loads another shot of morphine . He injects himself and finally , mercifully , he sleeps . FADE OUT .

CLANG ! CLANG ! Neville stirs from his drug - induced slumber . INSTANT PAIN ! His legs and wrist are throbbing ! CLANG ! CLANG ! NOISE from the medical facility . He lowers his legs . When the blood returns to them , the pain intensifies . Neville administers another low - level shot of morphine , gets to his feet and hobbles toward the sound .

CLANG CLANG CLANG ! The dog is not happy about being in a cage . BARKS at Neville when he enters . Neville prepares a sedative and carefully injects it into the dog .

Neville switches off the power for the exterior lights . Hits the switch for the overhead door and remembers the Hemocytes he encountered here last night . He steps to the Land Rover . There , on the floor , are one , two corpses . Both are completely drained of blood . There were three . Where 's the third ? Neville turns . And sees the THIRD HEMOCYTE standing before him . mouth red . Body gorged on blood . Death lust in his evil eyes . Neville is so tired . And does n't have a gun ! Thank god for the SUN . As the Hemocyte makes his move , the OVERHEAD DOOR slides open . Neville backs up the ramp , into the LIGHT as it cuts into the room and descends upon the horrified Hemocyte . The creature 's skin blackens and blisters . With a disturbing intensity , Neville GRABS the Hemocyte by the throat and DRAGS him up the ramp , into the HARSH SUNLIGHT . Tosses him into the compound like a bag of trash .

Neville carries out the morning 's grim task : gathering the corpses of the hemocytes killed last night . Because of his weakened state , he builds a PYRE in the moat , adds the one he just finished off . So sick of it . Just sick of it all .

The Land Rover speeds through the ravaged , desolate college town and veers toward the UNIVERSITY .

The campus looks like the scene of a war . Not a riot , a war . It is perhaps even more bleak than anything we saw in the city . The Land Rover heads past a group of dead buildings , buildings which hold a terrible secret . The sign reads : MEDICAL SCIENCES - KRIPPEN CENTER FOR GENETIC RESEARCH Spray - painted over the sign is one word : ARMAGEDDON !

The Rover stops and Neville hobbles to the bunker - like structure , dragging a PORTABLE GENERATOR . Adorning the exterior wall - and we will see it within , too - is a LOGO . A circle with a spiraling line cutting through the center . We recognize it as the `` mark '' of Cortman and his followers .

The LOBBY once saw awful carnage . Dried blood cakes the walls as do scorch marks from fires . Bullet holes are so plentiful , they create an odd `` mural . '' more significantly , there is something ominous about this place . The serpent 's lair in the Garden of Eden . Or Satan 's throne room in Hell . Neville wheels the Generator to a thick metal door . Impenetrable . He removes a panel from the floor and accesses a bundle of electrical wires . He fires up the Generator and attaches feed connections to the bundle . Attaches a bypass circuit and punches in his own code . G - R - A - C - E . The mammoth door HISSES , GROANS and OPENS , as if responding to an occult charm .

Neville steps into the first room of a large genetics lab . There are numerous rooms , each color and number coded , i.e. DNA STORAGE - ORANGE 7 . The colors and ratings correspond to germ - free environments , biohazard conditions , etc. . Amazingly , much of the interior of the Krippen Center is clean and in working order . But there are hints of disaster and violence - a bullet hole here , a blood spatter there . Neville deposits the dog cage outside a room labeled ANIMAL RESEARCH LAB - RED 9 and walks to a LOWER LEVEL ROOM - ELECTRICAL - BLUE 5 . He opens a panel and finds circuit breakers labeled EMERGENCY GENERATORS . Switches them on . THROUGHOUT THE FACILITY , overhead LIGHTS flicker to life . The empty sterile rooms gleam with an antiseptic sense of dread . We see a few of the ROOMS - BLOOD LAB - RED 9 . AUDIO VISUAL - GREEN 2 . VIRUS STORAGE - RED 10 .

SHELVES filled with VIDEOTAPES . Neville finds the ANIMAL TESTING section and selects a handful of cassettes .

Empty cages . Surgical tables . Microscopes . A VCR and TV an A/V CART sit in the corner . Neville pops in a cassette labeled TEST RESULTS/DOMESTIC ANIMALS/KRIPPEN 5/12/98 . Sits in a chair , elevates his legs , and watches as the TV plays . ON THE TV SCREEN , we see the face of DR. JOHN KRIPPEN . An intelligent , passionate face now panicked and deadened . His eyes have seen great disappointments . And even greater horrors . He speaks to a CAMERA which he runs himself .The LARGE IMAGE shows us video footage of a GERMAN SHEPHERD DOG in a strong metal CAGE . The SMALL IMAGE is footage taken through a MICROSCOPE of the dog 's BLOOD CELLS . An LED READ - OUT at the bottom of the screen shows date and time -LRB- 5/4/98 / 6:20 a.m. -RRB- . Krippen 's VOICE provides commentary on one AUDIO TRACK , the SOUNDS from the dog in the cage on the other . There will be abrupt cuts and jumps , the tape having been hastily prepared . LARGE IMAGE : SCIENTISTS inject the dog . SMALL IMAGE : STRANGE NEW CELLS mix with the others . -LRB- 5/4/98 / 6:25 a.m. -RRB- .ABRUPT CUT . LARGE IMAGE : the Shepherd is happy and playful . SMALL IMAGE : the strange cells appear to be gobbling up select others . -LRB- 5/4/98 / 7:02 p.m. -RRB- .ABRUPT CUT . LARGE IMAGE : the Shepherd is lethargic , depressed . SMALL IMAGE : the strange cells are eating healthy red blood cells . -LRB- 5/4/98 / 11:10 p.m. -RRB- .ABRUPT CUT . LARGE IMAGE : the SHEPHERD is magnificently healthy . Very active . Hyper - alert . He glows with remarkable strength . An eerie blue - greyness in its eyes . Its fangs appear sharper , more savage . SMALL IMAGE : fresh blood is introduced and we see the strange cells GROW AND MULTIPLY . -LRB- 5/5/98 / l :38 a.m. -RRB- .ABRUPT CUT . LARGE IMAGE : the Shepard is weak , emaciated , irritable and hostile . He barks and lunges at the scientists near his Cage . SMALL IMAGE : The strange cells are desperately searching for blood cells , devouring them like candy . -LRB- 5/7/98 / 2:00 a.m. -RRB- .ABRUPT CUT . LARGE IMAGE : the Shepard is dying . An awful blackness in its eyes . SMALL IMAGE : the strange cells have eliminated all healthy blood cells . They move anxiously , searching , desperate to survive . They lose momentum and cease movement . -LRB- 5/7/98 / 3:33 p.m. -RRB- .ABRUPT CUT . LARGE IMAGE : The dog 's dead form lies motionless . A scientist carefully injects it with blood . SMALL IMAGE : fresh blood cells swim past the dead cells . They flicker to life . -LRB- 5/9/98 / 4:24 p.m. -RRB- .LARGE IMAGE : the Shepherd 's limbs TWITCH with life . The bluegreyness returns to its formerly lifeless eyes .LARGE IMAGE : the Shepard STAPES at the surveillance camera . Bares its fangs and snarls . Neville abruptly STOPS the tape . He moves to the dog 's cage and unhinges the door . The dog is still sedated and Neville locates a syringe and DRAWS BLOOD . He places a DROP on a glass slide and examines it under a MICROSCOPE . He REWINDS the videotape in SEARCH mode and FREEZES it so he can compare the SMALL SCREEN IMAGE to what he sees under the microscope . The dog is still in the first stage . Neville notes the LED readout - 5/4/98 / 7:02 p.m. -RRB- . He FASTFORWARDS in SEARCH mode and STOPS on the IMAGE of the lethargic , depressed , hostile Shepherd . -LRB- 5/4/98 / 11:10 p.m. -RRB- . Sadly realizes how little time he has .

The viragene appears to have no discernible impact an birds. When injected into subjects, no matter the size of the dosage, the result was death. No mutation. The same results with fish and reptiles.

We had no such luck with the feline, canine, and rodent hosts. All accepted the viragene, all mutated. The mice and rats exhibited no hostility when infected, nor did the cats, not really. Their predatory instincts were elevated, yes, but they maintained a more calculated, cunning approach to. feeding. The dogs. sadly, they. We saw the most alarming results with the dogs. The viragene seems to bring out a savage instinct, a primal brutality that goes beyond mere survival.

Hemocyte viral genetic agent introduced into normal canine circulatory system.

Just over twelve hours. The viragene has eliminated any diseased or unhealthy cells in the host.

Sixteen hours. The viragene turns to healthy blood cells for fuel.

One liter of transfused blood introduced into canine system. The viragene feeds and multiplies at a rate of.25 percent per minute. Multiplication rate increases exponentially to amount of blood injected into host. Note increases in muscle strength, bone mass, pulse, adrenaline flow.

Viragene consumes blood at an astonishing rate. If more blood is not introduced, subject will perish.

No additional blood has been given to the host. Subject terminates.

No heart, respiratory, or brain function in forty - eight hours. Fifty cc's of blood injected into expired host.

Absolutely. We chose leukemia because, well, if we can do it with blood, we can do it with just about anything in the body. Once we tackle blood, the rest.

I'd be happy to recommend someone, but there's really nothing I can do.

Have them set up in the lab, Margie. Oh! And let Ben know they're here.

Dr. Tom Bernardi. He's the best pediatric oncologist I know. Make sure you tell him I referred you.

The process is simple. A blood cell is genetically engineered to incorporate the properties of a virus. When this viragene is introduced into a diseased circulatory system, the new cells seek out the cancerous cells, destroy them, and replace them with healthy cells.

We need to use a powerful virus, yes, but the virus itself is made impotent. We simply utilize its essential characteristics, its benefits - rapid duplication, molecular strength. This is n't really a virus. It's not contagious, it's not destructive.

The latest estimates have it spreading to the rest of the country in six days. By the time it hits New York, ninety - five percent of the population of California will be infected. The fighting in the streets. The bloodshed. I fear is nothing but a harbinger of the real battle yet to come.

We have determined that exposure to sunlight, plasma starvation, oxygen depravation, massive blood loss, and severe damage to the heart are the only lethal means of stopping those. infected. Even so, cremation is the sole guarantee that reanimation will not occur.

Yes. Well. My latest blood test reveals I am in stage two of the disease. Already my mind is beginning to deteriorate into fantasies of savagery. I feel the desire to feed, but I can not bear the thought of it. Nor can I bear the thought of. Of Cortman ripping me open. Gutting me. Feasting.

The nameplate on the door tells us this was the office of DR. JOHN KRIPPEN . Neville glances at the mementos on the desk - photos , awards - and wall - diplomas , certificates , a PHOTO of the entire academic staff of Berkeley . Standing among the distinguished gentlemen and ladies is Robert Neville . FLASHBACK TO :

DR. KRIPPEN escorts a VISITOR into his office . Offered a chair , NEVILLE sits opposite Krippen . Looking every bit the professor in tweed jacket and corduroys , Neville smiles .Krippen is happy , energetic , pleased with himself .Krippen 's SECRETARY pops her head in .She exits . Neville feels insignificant , rejected .Neville sort of nods . Krippen scribbles a name and number on a piece of paper , gives it to Neville .Neville nods , stands , as Krippen shows him the door .

Krippen hurries to the LAB . Neville stands outside the office and crumples the piece of paper in his fist . Through a glass partition , we catch sight of a PATIENT . As if he senses Neville 's stare , the man turns . It is Cortman . Healthy . Human . END

Neville offers a bowl of food to the dog , but it is uninterested . Neville tries a dish of water . No reaction . The dog sadly curls up in a corner of the cage . DISSOLVE Neville examines a recent blood sample from the dog under the microscope . His reaction tells us things are getting worse . DISSOLVE Neville sits in the corner , on the floor , watching the dog slowly die . The poor thing is withering away to flesh and bone . Neville ca n't stand it . He rises , reaches for a GUN , and aims at the dog 's heart . His arm hangs there , waiting . The dog 's pained eyes look to him . Why ? Neville can not do it . Lowers the gun . And makes the decision . He takes a syringe and begins to withdraw BLOOD from his own arm . He allows a catheter to pour the red liquid into a pan . when he 's lost about half a pint , he stops the process , opens the cage door , places the dish inside , LOCKS it . He can not watch as the animal hungrily laps up the blood . DISSOLVE

Neville stands in the crow 's nest , rifle nearby . He raises the night - vision binoculars to his eyes . Nothing . No sign The dog . Forever changed . Rejuvenated by the blood . Possessing a new strength . It paces , gnaws on the bars , and growls at Neville . The icy grey - blue eyes of the dog do not see a friend , a master . They see food . HOWWWWWWWWLLLLLLLLLL ! The beast 's appetite is great . The hunger painful . Neville curses himself for what he has done . SLAMS shut the door .

Neville cranks MUSIC - Tchaikovsky 's 1812 Overture . LOUD . Neville sits . Thinks . Nervous . Concerned . He lurches to the stereo and shuts it off . Is drawn to a stack of VIDEOTAPES . Most labeled KRIPPEN . Another handful : CORTMAN . A TV SCREEN FLICKERS TO LIFE : NIGHTLINE with Ted Koppel . Neville stares . Painful memories .The tape FAST - FORWARDS . DR. KRIPPEN engages with Koppel .Neville LAUGHS . He fast - forwards . The video image now includes CORTMAN . He and Krippen are seated in the lab . Cortman is the picture of vitality and health . Although a bit pale , he 's muscular and charismatic .Neville turns . REVEAL we are now in his OLD BEDROOM . Watching TV with his wife . Their daughter GRACE fast asleep in Neville 's arns . -LRB- NIGHTLINE continues in the background -RRB- .CLOSE ON CORTMAN 'S FACE . VIDEO STATIC . The NIGHTLINE tape has been replaced . We are now watching an in - house INTERVIEW with Cortman inside the Krippen Center . He is inside a PADDED CELL . The camera recording this must have been behind a thick wall of PLEXIGLASS . Cortman STARES at the lens . He is naked save a pair of boxer shorts . His body is muscular , his extremely pale skin drenched in sweat . He 's lost most of his hair and his eyes are ice . He 's in a very agitated state . He paces , no stalks around the cell , occasionally pounding his fists against or headbutting the plexiglass wall . KRIPPEN 'S DISEMBODIED VOICE is piped into the cell .Cortman SLAMS his body into a wall .Cortman RUSHES to the plexiglass and sneers .We HEAR Krippen push something through a SLIDING TRAY into the padded cell . Inside , Cortman LUNGES for the contents of the drawer - a plastic packet of BLOOD and a syringe .Cortman throws the needle . RIPS open the blood packet and DRINKS . Every drop . Licks the plastic clean . Mouth smeared with crimson , he placidly approaches the plexiglass .The blood races through his veins , apparent to us due to the translucence of Cortman 's flesh . His muscles grow - pectorals , biceps . A transformation from man to superman .VIDEO STATIC . A new tape . KRIPPEN . A shell of a man . A wreck . In the b.g. , a blaring ALARM and flashing EMERGENCY STROBE LIGHTS . From head to toe , he is soaked with water . He clutches computer print - outs . Clears his throat and tries to muster up his former pride and dignity .He wipes moisture from his eyes . The ALARM stops . Somewhere , beyond the thick walls of the center , we HEAR the CRIES of the Hemocytes .He pulls something from his pocket . A LIGHTER . We finally notice an object in the background . An empty GASOLINE CAN . That 's not water he 's covered with .He ignites the lighter . His body BURSTS INTO FLAMES . Neville shuts off the TV . Why ? Why did I watch it again ? Why torture myself ?! He presses his fists against his temples . Closes his eyes . HOWWWWWWWWWLLLLLLLLLL . The dog again . It BARKS and MOANS .Neville watches the SECURITY MONITORS . Where are they ? HOOOOWWWWLLLL . Damn dog . Neville STORMS to the medical center . He looks like he could strangle the beast , but he stops and leans against the door .MORNING . Neville asleep . Slumped against the med center door . All is quiet . But the silence is broken by a HORRIFIC CRY OF PAIN . Neville bolts awake . He flings open the door .

and this is ` Nightline.' The world of medicine has seen its share of miracle cures, from polio vaccine to heart transplants. However, all past achievements may pale in comparison to the work of Dr. John Krippen.

There is some concern, though, doctor, because of the viral element.

Joining us from Berkeley is `` Patient One,'' Mr. Benjamin Cortman.

Mr. Cortman, one year ago, you were diagnosed with terminal cancer. Leukemia.

Indeed. There have been rumors, Dr. Krippen, that your viragene not only eliminates disease, but revitalizes the system as well.

Yes, and that brings up the harshest criticism of your work, Dr. Krippen. The tremendous amount of donated blood needed to pursue these experiments.

A SHAFT OF SUNLIGHT slices through the room to the cage . The dog desperately tries to stay away , but the light touches its tail and sizzles . The dog CRIES . Neville shoves the cage aside and covers the window with a blanket . He moves to tend to the dog , hut it snarls at him as he approaches . The dog 's body is thin and weak . Its eyes are blank , the tongue a sick , pasty white . Neville draws blood from himself , but places the packets in a refrigerator . The dog sees them , and it drives him mad with thirst . He yelps and whines , begging for the blood , but Neville betrays no emotion . How could he torture the poor thing like this ?

Neville enters , careful not to allow in sunlight . Switches on a flashlight . Its beam finds the dog . Inside the cage . Dead . This is what Neville expected . He covers the cage with a blanket and retrieves the blood from the refrigerator .

The Land Rover drives over rough terrain , through an unpopulated , thickly wooded park area , and stops at Land 's End , overlooking the Pacific Ocean . Neville climbs out , machine gun in hand , and surveys the area . The dirt reveals SMALL ANIMAL TRACKS and up above , in the sky , are a few SEAGULLS . Neville ca n't believe it . He has n't seen a bird in quite awhile . When they see him , however , they take flight , soaring out to the ocean . Neville steps down to the BEACH . To his right , a LIGHTHOUSE and PIER . To his left , built into a hillside , is a THICK IRON DOOR . A weather - beaten sign reads SAN FRANCISCO UNDERGROUND TRANSIT - MAINTENANCE TUNNEL .

Neville searches . Empty . Nothing lives here . When he reaches the top , Neville looks out at the majestic ocean , the sun beginning its descent . He looks down at the PIER . And spies an old TUGBOAT moored there .

Neville takes a closer look . Apparently , the craft is still seaworthy . What about it , Bob ? Just go .

Neville removes the cage from the Rover and pulls off the blanket . He fills a syringe with his blood , takes the already - prepared packets and rests them on the ground . He looks at the dog 's dead eyes and whispers .He opens the cage door , injects the beast with blood , then quickly runs to the Land Rover and locks himself inside .

Neville watches as the dog 's body twitches back to life . It lifts its head and color - icy blue - grey - returns to its eyes . They find Neville . He exchanges one last look with the dog , then speeds away , unable to linger .

Neville stares at his uneaten breakfast . In a sudden BURST of VIOLENCE , he SWIPES the food onto the floor .

Although it 's the middle of the day , Neville lies in bed , eyes staring blankly ahead , gently rocking himself .

Neville fills a SATCHEL with bottles of LIQUOR - scotch , wine , gin , vodka . What the hell , grab CIGARETTES , too .

Neville stands at the kitchen table . Fills a goblet with wine , a tumbler with scotch , and a martini glass with gin . The ritual is complete . Just one last step . Just go ahead . He lifts the tumbler of scotch to his lips . Stops . He returns it to the table and goes to the media center . Locates and plays a VIDEOTAPE . One of his `` diary '' tapes , clearly made awhile ago . This Neville is pudgy , pasty , heavily bearded , and very drunk . He holds a PISTOL in one hand and a bottle of booze in the other .In the background , we hear VOICES bellowing , `` Neville . ''He FIRES madly at the walls . HURLS the bottle , shatters it .He points the gun at his own temple . Pulls the trigger . CLICK . Empty chamber . Neville breaks up with LAUGHTER . The tape is shut OFF . Neville stares at the blank screen .

Neville still in bed . Empty food wrappers and water bottles litter the floor . He stares at the PHOTO of his wife and daughter . He 's been staring at it for days . Finally , before he - and we - can take it no longer , he sits up .

The VIDEO CAMERA sits before him , recording . Neville stares at the lens , words failing to come to his mouth . And then .

Dishevelled and depressed , Neville wanders around the park and finds himself at Portals of the Past . Somewhat dazed , he sits on his usual bench . One of his old LEAFLETS at his feet . He smirks at his desperate plea for contact then realizes something is written on the other side . WHERE ARE YOU ROBERT ? For a moment , he thinks he 's going crazy . But no , it 's there , right in front of him . And then he notices the entire bench is covered with leaflets . Crudely , quickly taped down . All bear variations of the same message . WHERE ARE YOU ? He stands . Disbelieving . Exhilarated . Terrified . Suspicious . He rips the flyers from the bench , frantically gathering them . One which conveys a more detailed message . I HAVE TRIED FOR DAYS TO MEET YOU . WHERE ARE YOU , ROBERT ? I AM ALONE AND NEED HELP . ARE YOU FOR REAL ? Neville feels a shiver run through his body . He searches his pockets for something to write with and scrawls a reply . I 'm sorry , I 'm sorry , I 'm sorry . I should have been here every day . I will be here tomorrow , I will . 12 noon . When the sun is highest in the sky . I am real . I will help . I am here . He signs his name and tapes it to the bench .His VOICE ECHOES throughout the city .

Like a housewife preparing for company , Neville cleans the house from top to bottom . Changes bedding , washes clothes , tends to the garden . There 's a manic energy to his activity . He 's not entirely `` all there . '' And then , when everything is clean , when the house sparkles , he turns to himself . He showers , shaves , clips his nails , washes his hair . Stares at himself in the mirror , smiling . And the smile fades as a moment of clarity prevails .

Near the firing range , Neville dismantles a thick wire door used for storage . He gathers some lumber , some metal plating , and his tools .

Neville dumps everything from the basement into the room . Clears out a corner and gets to work .

Wearing a fresh outfit , bulletproof padding , and heavily armed , Neville climbs into the Land Rover .

Neville stakes out the surrounding area . Checks any place where someone might hide . Places MOTION DETECTORS in a circle about two hundred feet surrounding the bench . Doublechecks his weapons . Looks at his watch . 11:45 . He waits . Not sure what to expect . He rests an ELECTRONIC DEVICE next to himself on the bench . It will alert him to anything that moves past the sensors . 11:55 . The area surrounding the bench is relatively free of clutter . A waste basket , rotting garbage , newspapers , etc. 12:01 . Neville looks around . Already anxious . Clutches his machine gun . He does not hear or see the pile of ROTTING GARBAGE move . He does not see a HAND . He does not see a HUMAN FIGURE emerge from a HOLE , dug into the ground behind the bench , a GUN in its hand . However , Neville does feel the barrel press into his neck .Neville does not panic . Simply does as he is told .Neville follows orders . The gun barrel fits snugly into the base of his skull .She starts to move around him . The gun moves with her .And with the quickness of a cat , Neville ducks and BACKHANDS her hard . She FIRES a wild shot . Neville PUNCHES . SQUEEZES her wrist until she releases her gun . Neville grabs it and PISTOL BUTTS her in the forehead , knocking her out . He stands . Finally able to look at his attacker . She 's covered in filthy rags from head to toe . Neville pulls back the cloth covering her face . Although sheathed in dirt and grime , she is beautiful . Her flesh does n't boil and blister in the sunlight . He brushes away her long dark hair . She ca n't be over twenty . She 's still a kid . Neville checks the area , the sensors . No , she 's alone all right . He checks the hole and finds a full BACKPACK . Grabs it , tosses it over his shoulder , lifts her in his arms , and carries her to the Land Rover .

Well, well, well. I was beginning to think you were a fairy tale.

The GIRL lies on an exam table , unconscious . Neville removes the filthy clothing , stripping her down to t - shirt and leggings . Ca n't let his eyes dwell on her breasts , her . He washes her face and tends to her forehead . He prepares a syringe and when he looks for a vein , he sees TRACK MARKS running up and down each arm . He moves to her BACKPACK and dumps its contents . A few cans of food , rounds of ammunition , a flashlight , batteries , syringes and ampules of Red Cross MORPHINE . Neville shakes his head . He takes the syringe and carefully withdraws a BLOOD SAMPLE from a vein in her hand . Despite the long , dirt - encrusted fingernails , they are beautiful hands . Exquisite . He looks away . Takes the blood sample , injects it into a test tube , and places it in the centrifuge .

Neville sits at the table , eating dinner and looking at bloodwork through a portable microscope . From the Medical Center , we hear a RATTLING . Then a TERRIBLE SCREAM . Neville expected this . He takes a plate of food from the stove .

Neville opens the door and we SEE the Girl is trapped inside a CAGE . Constructed last night by Neville specifically for this purpose . She is not happy . Like a rabid , feral animal , she rattles her cage and SCREAMS . He sets the plate of food on the counter and sits in a chair a few feet away from her . Calm . Cool . Waits for her to blow off steam .He opens his hand revealing a vial of MORPHINE - She stops .He grabs a sponge , soap , and a bowl of water . Places them - and the food - on the floor just outside the cage .She lifts the bowl , soap , sponge and HURLS it at Neville . He sidesteps as it shatters on the wall . She lifts the food and THROWS , SPLATTERING his shirt .OUTSIDE THE ROOM , Neville shuts the door , leans against it . Closes his eyes and covers his ears , trying not to be affected by her cries . He can not let her see him like this . He can not be weak . He must be in control .

I was n't sure. It coulda been a trick. You coulda been one of them. When they first get it, they can still take the sun. That's why I'm in here, right? You were n't sure about me, either.

Neville changes his shirt . For a brief moment , he 's drawn to the photo of his wife . The Girl 's screams have become pathetic whimpers . She 's crying . In desperate need of a fix . Neville sits on the edge of his bed . Composes himself .

Neville steps inside . The Girl lies on the floor of the cage , sweating , shivering . Between sobs , she pleads .Neville prepares a morphine vial and syringe .No response . Just eyes on the morphine .Ever the gentle , he extends his hand for her to shake , but she just smirks at the gesture .Neville explodes to his feet . Angry . Confused .He approaches with the syringe .She sticks her arm out of the cage .Neville finally locates one and injects . Once the syringe is emptied into her arm , he steps back . Anna smiles and leans against the walls of the cage . Her eyes open wide with fear . Her body shakes . She looks nauseous .She lunges at him , but her stomach cramps and she falls .She collapses . Losing consciousness .Anna 's eyes roll back into her head . Her body goes limp . Neville unlocks the cage door and lifts her into his arms .

Just outside Portland. There were ten of us living in the woods. It was good, you know, real nice, a real `` family.'' Then. six months ago, the first ones.

came. We killed most, but more showed up the next night. Me and Doug were the only ones to get away. The only ones left alive.

We ran into some people in Eureka. They got a whole operation up there. Soldiers started it up. Gung - ho assholes. Survivalists. They got food, guns, a hospital. They knew about you. Down here. All on your own.

Because I did n't want to spend the rest of my already pathetic life getting gang - raped, okay? They murdered Doug. And they had other plans for me. But I got away. I got away.

Did you enjoy it? Giving me a little bubble bath? Did you like my body?

Ah, I get it. Clean me up, dress me like the dear departed. Then what? Wait'til I pass out and have a quick fuck for old time's sake? Was I any good? I'd like to know.

I guess I thought you found it. Took it over when. it happened. Why did you stay? Everybody knew to get out of the cities. They took over the cities.

They say you chop off their heads and stick'em on poles. That you cut out their hearts and eat them raw. They say you rape the women and cut off the men's cocks and shove'em in their mouths.

I mean, there could be more like you. Like me. Uninfected. Surviving. Are n't you curious? Do n't you want to know? There's a whole country. A whole continent.

Why do you think this happened? My dad thought it was God. God got so pissed off at what people were doing, He decided to end it. Once and for all.

My dad did n't allow TV. My brother. My brother and I used to sneak into the car to listen to the radio sometimes.

Not until after. Not ` ti1 it was all over. When they came our way. From the cities. My father thought cities were Sodom and Gomorrah. And they were the offspring. The damned.

Do n't you. Do n't you wish, sometimes, that you died too? With everybody else?

I hope it's okay. I have n't actually cooked anything in god knows how long.

Neville rests Anna on his bed . She 's still filthy , so he makes the decision to wash her . He cuts away her t - shirt and leggings with surgical safety scissors and throws them away . He tries very hard not to be entranced by her young , thin body . He simply does a job . or tries to . He fills a basin with warm water , soaps a sponge , and gently washes her body . Up her legs , her buttocks , around her stomach , her breasts . Shampoos and rinses her hair . Softly caresses her face with a washcloth . It 's an undeniably sensual experience , but Neville does not cross the line . He is respectful . We see he has the heart of a caretaker . There is a gentleness to his actions which inform us that he must have been a wonderful husband . And a caring father . Neville opens a TRUNK and finds a NIGHTGOWN among his wife 's things . Carefully fits Anna into it . He steps back and observes her . Peaceful . Beautiful . Angelic . Just like Ellen . He kneels , almost in prayer , then hooks her up to an I.V. and adjusts the flow of the medication . Neville takes towels and blankets , rips them into strips , and secures Anna 's wrists and ankles to the bed frame . She 's comfortable , but secure .

Neville places the fruit in a blender with some protein powder and water . Boils some oatmeal on the stove .

Anna is somewhat conscious . Neville undoes her wrist ties and sits her up . Like a father with a newborn , he attempts to feed her . She spits up and he wipes her face .He lifts a glass of the protein shake to her lips and she manages to drink some down .He lowers her onto the bed and gives her a series of three injections . Carefully following procedure in a MEDICAL MANUAL . When complete , he reattaches the wrist ties and sits in a chair opposite Anna . Watches her sleep .

Anna 's body convulses . Neville expected this . He prepares a syringe , injects her , and she relaxes .

Neville stands on the balcony , sipping a cup of coffee . The sun sets beyond the hills , over the ocean . He hears Anna stir and moan . He checks her blood pressure , temperature , pulse , and pupil dilation . Is satisfied with her vitals and removes the I.V. . He gives her a final injection , removes one of the wrist ties and sits her up as she gains consciousness . Neville sits beside her with a bowl of rice and a spoon . Tries to get her to eat , but she shoves it away .She is starving . But she wo n't allow him to feed her . With her one free hand , she takes the bowl and spoon from him and feeds herself . Big gulps of rice .She listens . After a few bites , she realizes that she is clean and in someone else 's clothes .From his reaction , she knows she guessed right .He explodes . She LAUGHS . He secures her free wrist to the bed . She continues LAUGHING .Neville closes the shutters to the balcony . Gathers up medical supplies and the food , heads downstairs .

Neville sits at the bottom of the spiral staircase , face buried in his hands , determined not to let her see him hurt . He moves to the surveillance center and checks the monitors . Still no sign of Cortman and the Hemocytes . He adjusts a few knobs , a joystick controller , changing angles . Something is out there . He ZOOMS IN . Dogs . Half a dozen contaminated dogs . Scavenging . He ZOOMS IN closer , trying to get a better look . No . He 's not with them . A CRASH from upstairs . THUMPING . Neville bolts up the spiral staircase .

Anna is convulsing . The I.V. is on the floor , the needle detached . Neville loosens the restraints and cradles her body until her limbs cease flailing . She vomits and he carries her into the bathroom . She heaves into the toilet and breaks into a cold sweat . He washes her face , and wraps her in a blanket . She looks at him with terrified eyes .She leans into him and he holds her .She begins to cry and he softly caresses her face .She buries her face into his shoulder , sobbing . He looks at the blank walls of the bathroom , stroking her hair .

Anna sits at the kitchen table wearing the nightgown and Neville 's robe , gently rocking . Neville places a bowl of oatmeal and a cup of tea in front of her . The same for himself . He eats , she does n't .She takes a few bites . Sips her tea . They eat in silence for awhile until Anna decides to make conversation .Neville sort of nods a thanks .She nods . Understands . But wants to know more .He does n't respond .She hesitates for a moment . Then answers .She does n't answer .

Neville spot - checks the fences . Makes repairs where necessary . Anna follows , carrying a spool of wire .

Neville fills the generators , checks the Land Rover , the back - up car , the motorcycle . Anna eats strawberries .Neville looks at her with disbelief .

Neville replaces bulbs in lamps . Anna searches the surrounding area with a pair of binoculars .

Anna and Neville sit down to dinner . Neville whispers a blessing , then serves the food .First time she 's called him that . He looks up .He analyzes her beautiful , youthful face . Her tough exterior has vanished like so much vapor .He nods and shyly returns to his plate . They sneak glances at each other as they share the rest of dinner in silence .

Neville shows Anna how to switch on the powerful exterior lights . He lifts a pair of binoculars to his eyes and surveys the area . Again , no Hemocytes .He retreats inside . Anna hesitates on the roof . Looks at the barren area beyond the compound fences . She waits for a moment , apparently deeply torn , then follows .

He shows her the various closed - circuit screens and computer .The computer displays the electronic mines .Anna thinks she sees the system 's fatal flaw , a weakness .Neville hits a button on the computer keyboard . All the `` mine '' symbols start blinking red . He throws a switch and an ALARM sounds . A RED LIGHT FLASHES . Anna panics .Neville enjoys her discomfort .He pushed it too far . Shuts the system down .Neville almost laughs . Ca n't believe she does n't know .

TVs litter the floor . Like an obsessed librarian , Neville searches for the perfect assortment of videotapes . Anna sits in a chair like a moviegoer waiting for the show .Anna nods .He inserts the first cassette .He presses PLAY . TV NEWS FOOTAGE .The tape now shows a herd of REPORTERS , FIREFIGHTERS , and POLICE OFFICERS outside the KRIPPEN CENTER at Berkeley .He sees a wounded DR. KRIPPEN escorted from the Center by two policemen . Blood drips from his forehead .Krippen looks shell - shocked . He hides his face and slinks into the rear of a police car . Neville shuts off the tape . Presses PLAY on another deck , another TV springing to life . VIDEO FOOTAGE of the San Francisco CHIEF OF POLICE at a PRESS CONFERENCE filled with ANGRY REPORTERS . Blown - up PHOTOS of the `` Krippen Ten '' rest on easels behind him . Most prominent is a photo of CORTMAN . Neville points to it for Anna .DR. PETERSEN steps up to the microphone .SHOUTS AND CRIES FROM THE PRESS .Neville shuts off the tape .He starts another . VIDEO FOOTAGE of the GOVERNOR OF CALIFORNIA reading a statement . The poor man looks absolutely distraught .Neville switches off the tape . Turns to Anna .BEEP - BEEP - BEEP . A sensor ALARM . Neville bolts to the surveillance center . Scans the monitors for signs of activity , but finds nothing .He grabs a rifle and heads up the staircase . Anna moves to the videotapes . Curious to find a certain something .

. a disturbing occurrence at Berkeley. Our John Sanchez is on the scene.

Three doctors and two security guards were murdered as ten patients fled the Krippen Center for Genetic Research. We have no information on the nature of the work being done here, but.

Dr. Krippen? Dr. Krippen? Can you tell us why the C.D.C. was alerted? Is there a public danger?

These men and women are considered extremely dangerous. They have now killed twenty people in just forty - eight hours. Including four police officers.

Chief, we've gotten no clear answer on this. Are these people carrying some kind of virus? We have a right to know.

Upon the CDC's review of Dr. Krippen's research, Washington has given us the authority to term this a Code Red situation. Each of the ten is carrying a potentially lethal virus - type agent.

Listen, we're still trying to get a handle on this ourselves. The Berkeley campus is under quarantine. For the moment, we have no plans to implement such containment in the city itself.

just spoken to the President. Although it grieves me to do so, for the safety of our citizens, the National Guard has declared a state of martial law in the State of California. I am told such considerations are underway in Arizona, Nevada, Utah, and Oregon. Under the statutes of martial law, and in accordance with the extreme circumstances of this situation, all personally - owned firearms will be confiscated by the military. Also, a mandatory curfew - for all civilians - is instated. The curfew will begin at sunset and last until sunrise the following day. Anyone on the street during this period is considered dangerous. A `` shoot - to - kill'' order has been issued. Anyone exhibiting symptoms of infection must admit themselves to the nearest medical facility for treatment. If a child is symptomatic, the parent or parents will be held responsible. Noncompliance in this request is a punishable offense. Punishable by death. Finally, all bodies. All victims. must be properly disposed of. If you see a corpse, do not touch it. Call the 800 number at the bottom of the screen and a disposal unit will be alerted. God have mercy on us all.

Neville surveys the area with binoculars . For a brief moment , he thinks he SEES SOMEONE going over the far fence . He raises the rifle scope , but finds nothing .

VIDEO IMAGE . Neville 's wife , ELLEN , playing in a park with daughter GRACE . Home video . Happy times .REVEAL ANNA . Watching the tape . She turns to him .He MOVES to the TV and presses the wrong button . The image wo n't go away . Angry , disturbed , he frantically tries to shut it off , then YANKS the plug out of the wall .He shuts off the other electronics .She heads upstairs . Steals a glance at him , but he is n't looking at her , he 's looking at his reflection in the blank TV screen .

Anna sleeps . An angel . REVEAL NEVILLE standing over her . DISSOLVE TO : Neville lies on a mat on the floor . Staring at the ceiling . FLASHBACK TO :

ELLEN stands at the living room window , anxious , nervous . OUTSIDE , ARMY HELICOPTERS fly overhead . The streets are virtually deserted . Dusk is approaching . And the curfew . Ellen checks her watch . The Land Rover SCREECHES into the driveway . NEVILLE hurries into the house carrying a big gym bog . Ellen opens the door and LOCKS it once he 's inside .Neville draws the curtains .Neville opens the bag revealing a MACHINE GUN and clips of ammunition . Ellen is paralyzed by the sight of it .They stop when they sense Grace in the room . She 's staring at them with dark , glassy eyes . Emaciated , clearly infected . She just looks at them - as if their fighting was her fault .Neville feels an overwhelming sadness . He moves to her just as she faints . THE IMAGE DISTORTS . A few days later . We MOVE with Neville into a DARKENED BEDROOM .He SEES his wife , sitting on the edge of the bed . Her wrist is BLEEDING and the weak Grace is drinking from the wound . A guilty Ellen explains to her horrified husband .THE IMAGE DISTORTS . TWO C.D.C. MEN IN BIOHAZARD SUITS enter the house . A BIOHAZARD - SUITED NATIONAL GUARDSMAN stands watch . The C.D.C. Men see Grace 's dead form . Neville stands in a corner , very near the edge of shock . One of the C.D.C. men turns to him , his voice electronically distorted .They load Grace into a body bag and carry her to the door . OUTSIDE , a GARBAGE TRUCK waits . More GUARDSMEN . More GARBAGE TRUCKS on every street . The distraught Neville , maintaining composure , moves to his pre - customization Land Rover .THE IMAGE DISTORTS . Neville 's Rover stops outside the ARMY GOLF COURSE - the MASS BURIAL SITE . The GARBAGE TRUCK unceremoniously dumps its cargo . The body bags fall . A BIOHAZARD - SUITED WORKER carrying a large HOSE sprays the corpses with GASOLINE . Another WORKER tosses a TORCH over the side and the pit ERUPTS IN FLAMES . Neville watches in horror , the crimson fire reflected against his skin . THE IMAGE DISTORTS . Neville in his HOUSE . He UNLOCKS the door to the master bedroom . KNOCKS a warning .He pushes into the room and we SEE a terrified Ellen huddled in the corner clutching the machine gun . She is pale and emaciated . Sweating , paranoid . Infected .He kneels beside her . Eases the gun out of her tight grip .Ellen begins to sob . Desperately hugs him .It would probably be best , but the idea is anathema to him .THE IMAGE DISTORTS . The CEMETERY . Working quietly and in darkness , Neville slips past SECURITY and carries Ellen 's dead body to the TOMB . INSIDE THE CRYPT , he lays her to rest . She 's dressed in her WEDDING GOWN . Neville places her within the stone coffin and kneels in prayer .CLOSE ON HER FACE as the stone coffin lid slides into place . THE IMAGE DISTORTS . San Francisco in ruins . Buildings and cars on fire , crashed helicopters smoldering in the streets . HORRIBLE CRIES of pain and thirst . NEVILLE 'S HOUSE . The first crude barricades up . INSIDE , Neville sits in a chair in the center of the room , empty bottles of LIQUOR at his feet , a cigarette dangling from his lips . Dirty , unshaven . The machine gun resting in his lap . He just stares . Waiting . FISTS POUND AGAINST THE DOOR , . GLASS BREAKS . ARMS REACH INSIDE . He waits . A small band of HEMOCYTES breaks through the front door . Neville readies the machine gun , stands . Calm . The terrifying creatures move toward him . Six , maybe eight . And he sees the leader 's face . Ellen . Skin translucent , body muscular , almost naked - the wedding gown stripped away . Her eyes are icy , dead . Long claws extend from her fingertips . She smiles at her husband .Neville raises the gun to his eye . Takes aim . Ellen and the Hemocytes are upon him . He looks into her lifeless eyes . Hungry for him . I knew you would come , Ellen . I knew .And he OPENS FIRE . END FLASHBACK .

Neville SCREAMS as he comes awake from his nightmare . He lashes out at imaginary attackers . Utterly terrified . Anna JUMPS from her bed and tries to calm him .He flails , but she holds him . He leans into her , sobbing .They both receive something from the embrace . A connection . A necessary thing . A simple human need for touch , for understanding . He looks into her eyes . She gently touches his face . They kiss . Deeply , passionately . They make love with deep emotion , sensitivity , and passion . As if they were proving to each other and to themselves that they are still human , that they can steel feel . FADE OUT .

Carrying a tray , Neville quietly enters and delivers breakfast - in - bed to her . Sunlight streams in through the window - slits . She leans against him and he holds her .

Neville and Anna walk the perimeter . Hesitantly , she reaches out and takes his hand .Neville does n't answer . He spots something entwined in the barbed wire over the main gate . He lets go her hand and climbs up a series of ladder steps nailed into the wood on the interior of the gate posts . He reaches the top and pulls out a piece of clothing . A little boy 's BLUE PARKA .Unseen by Neville , Anna is frozen . Her eyes fixed on the parka . Color drains from her face . Neville drops to the ground and examines the dirty , tattered coat .He turns to Anna , who is still fixed on the parka .She smiles and kisses him .

In a series of DISSOLVES , they make love all afternoon . DISSOLVE TO :

Neville stands in the crow 's nest , eyes on the horizon . A vibrant red - and - purple sky . Massive clouds . Breathtaking . Neville exudes a sense of peace . A beguiling tranquility .He turns and sees her . She wears a simple , pretty dress and a scarf around her neck . Very feminine . Ellen 's .She goes to him and he holds her . Has she been crying ?She kisses him . Looks at his dirty hands and clothes .Her smile seems genuine . He obeys and heads downstairs .Anna hesitates .Neville smiles and descends . when he is out of sight , Anna 's smile fades . She appears distraught , torn . She undoes the SCARF and ties it high on the crows nest , like a flag . A signal .

The table is beautifully set and Anna has made dinner . Romantic MUSIC in the background . She stands near the table , waiting , as Neville comes from upstairs . He approaches the tender domestic setting .He kisses her . It takes her a moment to fall into the embrace , the warmth . Just as soon as she gives in , she breaks off . Smiles and instructs Neville .Anna returns to the kitchen and carries a PITCHER - the blender , really - to the table . She pours him a wine - glass full of what looks like a fresh fruit shake .He takes a sip .She smiles and takes her seat . They start to eat , both a little nervous . Like a first date . Anna watches as Neville takes another drink , tries the meal - chicken and pasta .She picks at her food . He takes her hand .BEEP - BEEP - BEEP . A SENSOR ALARM . BEEP - BEEP - BEEP . Neville rises from the table and heads to the surveillance station . As he walks , his stomach cramps up , but he presses on . When he looks into the monitors , what he sees shocks him . ON THE MONITORS , THE HEMOCYTES . Hundreds of them . Cortman and his entire tribe .He WINCES in pain when his stomach cramps again . Anna does n't move from the table . She just sits and watches him .He 's very confused by her behavior . His vision BLURS and for a moment , he 's dizzy , and then he remembers .He SWITCHES ON the exterior compound lights , but nothing happens . Outside remains dark .He takes a step and falls to his knees . The pain is intolerable . He braces himself from falling over . His vision is cloudy , his speech starting to slur .Anna slowly rises and comes to him . He reaches out for her , but she passes and moves to the surveillance center where she UNPLUGS the computers and security monitors .He glances at the kitchen table . His nearly - empty GLASS . Sees hers was never filled . He looks to Anna . She stands in the middle of the room , shivering with fear and shame . Tears in her eyes . Neville feels completely betrayed .Anna can not look at him .And then he hears . `` Neville ! '' He crawls across the floor , makes it to his feet , and pulls himself up to one of the window/slits . A nightmare is what he sees .

Numerous POLES are placed against the fence . HEMOCYTES - all mouths red with fresh blood - prepare for a massive assault . CORTMAN climbs the first pole , stands atop the gate to the compound and addresses the troops .CHRISTOPHER signals the DRUMMERS , who beat out the charge . EVA HOWLS to her WARRIORS , who in turn emit a FIERCE BATTLE CRY . And Cortman leads them over the side .

Neville falls to the floor . Eyes wide with fear . Again , he manages to get to his feet , stumbles to the staircase , and heads upstairs . Anna follows .

Fighting exhaustion from whatever drug he 's been given , Neville forces himself to move . He stumbles and slips , but succeeds in opening a CABINET near the balcony . He grabs the FLARE GUN , a case of FLARES and opens the STEEL SHUTTERS .He sees her standing at the stairs , a GUN pointed at him . Her hand is trembling , her face stained with tears .He loads the first flare . She waves the gun .Neville steps onto the balcony and FIRES into the air . Anna ca n't bring herself to do any more . She lowers the gun and covers her face in shame . ON THE BALCONY , Neville LOADS and FIRES flare after flare . The night sky becomes filled with phosphorescent orange light . He aims a few at the fence , and the final flare at the moat .

The moat ERUPTS IN FLAMES , catching a few , but most have moved beyond the moat , to the inner fence . CORTMAN hisses and sneers , his gaze fixed on his nemesis on the balcony .The two antagonists lock eyes . Neville above , Cortman below . Heaven and Hell . The gasoline fire burns , black smoke spiraling into the sky . The mass of Hemocyte bodies swarm toward the house . The flares slowly sink to the earth , leaving glowing trails behind them . A surreal , hallucinatory , horrifying scene .

Neville stumbles inside and from the cabinet grabs a SHOTGUN , MACHINE GUN , and all the ammo he can carry . He loads the shotgun and turns to Anna . For a brief , very brief moment , he ponders the act of killing her . Then simply states .She steps aside and falls to her knees as he heads downstairs .

Neville falls down the last few steps . For a moment , he lies there . SOUNDS of the Hemocytes POUNDING , SCRATCHING , SCRAPING at the outer shell of the house . Neville 's eyelids are heavy . Sleep . Just let it come .Using the machine gun as a crutch , he defiantly gets to his feet and stands . Eyes shifting from one spot to the next as the SOUNDS direct him . The SOUNDS are intolerable . Fingers . Hands . Arms . Forcefully tearing apart the house , reaching inside . Neville hefts the machine gun in one hand , the shotgun in the other .And they come . The blood - fueled , rage - filled faces of the Hemocytes poke through the crumbling walls , their sharp talons ripping open the house like a birthday gift . Neville OPENS FIRE . Merciless and unfeeling . The last acts of a desperate man . Blood sprays , but the Hemocytes press on . Most of their wounds non - lethal , they crawl into the room like a swarm of insects . Neville manages to drop a few , but the onslaught is endless , limitless . He pushes back , heading downstairs .

Neville shuts a TRAP DOOR , sealing off the upstairs . He makes it to the ELECTRICAL CONTROL PANELS . They 've been irrevocably sabotaged . Why , Anna ? Why ? Breathing heavily , he goes to the DOOR to the GARAGE . He 's about to unbolt it , stops . Listens . Scratching . Scraping . Voices on the other side . `` Neville . '' They 're in the garage . Neville is trapped . Hemocytes to all sides . The outcome is inevitable . He drops the machine gun . Loads one last round in the shotgun . Kneels . Puts the barrel under his chin . Reaches for the trigger . And stops . Remembers . Maybe there 's a way out . He moves to the SMALL DOOR leading to the CRAWLSPACES under the compound - the series of tunnels . He has difficulty opening it , so takes the familiar ALL - IN - ONE TOOL from his pocket and uses it to jimmy open the latch . He manages to open it and sticks the tool in his mouth to get it out of the way . He climbs in and shuts the hatch just as the Hemocytes CRASH through from the garage .

Pitch black . Neville can not see his hand in front of his face . He slithers toward a SLIVER OF ORANGE LIGHT at the end of the tunnel . He grasps the shotgun tight . He LISTENS to the FOOTSTEPS of the Hemocytes on the surface above him . Their HOWLS , SCREECHES , and CRIES . The incessant DRUMMING in the distance . Dear god , make it stop . His eyes grows weary , his fingers lose their grip on the gun . Passing out . Like a protagonist in Poe , he is virtually buried alive . Just as he succumbs to the effects of the drug , darkness turns to LIGHT . Orange light from the flares in the sky . Neville senses what is coming . Someone has opened the trap door . Someone has found his hiding place . Neville 's eyes open to see the face of his discoverer . Cortman . FADE OUT . THE FOLLOWING IMAGES HAVE A DISTORTED , HALLUCINATORY FEEL : Neville pulled from his grave , by dozens of clawed hands . The shotgun ripped from his hands . His clothes torn from his body . Spite - filled faces . Shouting , cursing , spitting . Screeching with glee . Barbed wire pulled from the fences , cutting into his flesh . Cortman 's talons teasing his throat . Anna . Surrounded by Hemocytes . They pay her no heed . She walks among them untouched , unharmed . Neville 's face . A tight grimace . Clearly he is in pain . FADE OUT .

WE FOLLOW NEVILLE 'S FACE , first surrounded by earth , then Hemocytes , then sky . It 's a disorienting effect . We 're not sure what 's happening to him , and then , we REVEAL . Neville lashed to a thick , long wooden pole . Bound with rope , straps of leather . And barbed wire . He is virtually naked , his shorts affording him a minor degree of dignity . His entire body is laced with scratches . His face is battered and bruised . They ' ve been having fun with him . The Hemocytes gathered at the base of the pole secure it to the ground . Cortman and his lieutenants stand before the tribe , displaying their prey . Showcasing the defeat and capture of the Devil . Neville opens his eyes . Orange , red , and yellow . The colors flicker and dance across his face . Sweat beads on his forehead from intense heat .REVEAL NEVILLE 'S HOUSE . In flames . A black shell roaring like a furnace . The Hemocytes watch it with awe . They lustily dance and scream with joy . Cortman climbs the pole until he can whisper into Neville 's ear .Neville turns away . Cortman holds his head in place , forcing him to watch . Cortman touches Neville 's neck with a talon .Cortman SCRATCHES Neville 's neck with his talon . A thin line of blood begins to flow . Cortman drinks . Neville tolerates the savage act - no more no less . He stares at his home as it crumbles into a fiery heap .

The long pole , with Neville at the end in the dirt , is dragged through the street . The object of public humiliation . The Hemocytes crowd around him , kicking , laughing , spitting , occasionally scratching him with a claw . It 's a celebration for them . A time to rejoice . Each bump on the terrain causes the barbed wire to scrape across Neville 's skin . He 's in agony , but his face remains tight , unemotional , betraying nothing . Giving nothing . They move down the hill , onto the main road - a brutal parade .

The pole is moved hand - by - hand along a staircase leading into the subway tunnels . As Neville is passed along , he sees dozens of Hemocyte faces . Some laughing , some screeching with anger , others terrified to look at `` it '' , at the Devil .

It 's dark down here , but moonlight filters in through crumbled streets , open sewers and transoms , casting this netherworld in an odd purple glow . Alien . Cortman leads the parade down the tracks to a ROUNDABOUT , a large open area where many tracks meet . It is multi - levelled , the `` ground '' , having been excavated to REVEAL old layers of the city . Dormant relics of San Francisco 's past . It is here where Cortman 's tribe lives . This is `` home . '' Their village . As Neville is pulled , dragged , and thrown into it , he SEES more HEMOCYTES here than ever came to his house . They huddle en masse , fearful of the captive demon . There is a decor to the underground Hemocyte village , a style , a sense of culture . The GRAFFITI is more than tribal markings . It exhibits a passion , a unique sensibility . Art . The dwelling spaces , the clothing , the makeshift `` architecture '' - there is something developing here . Not human , not what we once regarded as human , but something cultural . A new development . Artistically , aesthetically . Revolutionary . Evolutionary . In the center of the roundabout , in a circular forum -LRB- the `` town square '' -RRB- , Neville and the pole are raised and presented to the people of the village . The Hemocytes gather around Neville , hundreds of them . Chanting , drumming , screeching , hissing . All eyes on the demon before them . CORTMAN takes his place at what must be the leader 's post , a pedestal/throne on which he stands and addresses the assembled . He raises his arms and the Hemocytes give him quiet . Cortman raises a finger and points at Neville .The crowd parts and the WOMEN bring forth something Neville never imagined . HEMOCYTE CHILDREN . Offspring . Dozens of them . Two and three years old . The mothers hold the newborns and toddlers in their arms . High atop the pole , Neville can not believe it . His expression is a mixture of sadness , terror , and guilt . Children !The children look at him with fear and revulsion .Cortman lifts one of the children into his arms .Cortman raises his hand . A talon emerges from his fingertip . He makes a delicate CUT in Neville 's ankle and catches the flowing blood in the palm of his hand . Forming a `` cup , '' he brings his hand to the lips of the CHILD in his arms .The child 's lips touch the blood . Cortman lowers the boy to the ground and he scampers off to join his friends .The Hemocyte children stare at the `` monster . '' Neville finds himself drawn to their faces . odd and ghoulish , yes , but possessing the innocence of all children . Cortman signals to a group of WARRIORS who THROW long ropes into the rafters of the roundabout . Near the ceiling , OTHER WARRIORS catch the lines , loop them over steel beams and slip them back to their counterparts at ground level . These warriors tie one end of the ropes to the top of the pole . As they work , EVA shoves ANNA into the circle . Kicks her until she 's kneeling at Cortman 's feet . He cups her chin in his hand and , as if to kiss her , lifts her to his face .Anna violently breaks away from him .Cortman signals to a Hemocyte NURSE who enters a dwelling space and returns carrying a SMALL BOY in her arms . He is pale and thin , but not from infection . The boy - ETHAN - is barely conscious , NEEDLE MARKS line his bony arms and legs . Anna runs to the Nurse and takes the boy into her arms , clutching him to her breast with love and desperation .He musters a smile for her , then drifts back to slumber . Anna examines the marks on his arms , turns to Cortman .Atop the pole , Neville watches the scene play in front of him . His eyes stay fixed on Anna , on Ethan .She attempts to exit the circle , but every way she turns , her path is blocked by Hemocytes . She pulls Ethan tight , tries to force her way past them , but the Hemocytes sneer and laugh . The NURSE GRABS ETHAN from her and she SCREAMS .She lunges for him , but EVA comes up from behind and stops Anna with an immobilizing hold . Anna bellows at Cortman .Anna SCREAMS as Eva forces her to the ground and binds her arms and ankles with leather straps . Anna fights her with fury , but Eva is too strong an opponent . Once Anna is bound , Eva hefts her and carries up a staircase to a higher level of the multi - tiered village . The Nurse follows with Ethan . Simultaneously , Neville is LIFTED into the air as the Hemocyte Warriors PULL on the ropes . Their purpose is to raise him above the village , for all to view . A living totem . As Neville ascends , he can SEE the cavernous room into which the Hemocytes take Anna and her little brother . REVEAL THE ROOM It is filled with filthy beds . Lit by CANDLES . Inside , the Hemocyte NURSES tend to the room 's INHABITANTS . DOZENS OF HUMANS . The elderly and infirm , on one side , youngsters on the other . The children invoke the most empathy . Anywhere from three to twelve in years , they lie bound . I.V.s of MORPHINE or SEDATIVES feed into their arms . Some of the Nurses FEED the captives a horrible gruel while others DRAW BLOOD . Collecting it from open wounds , pouring it into large bowls and dishes . Neville 's eyes are filled with shock , anger , and sadness . Food . He locks at Cortman with disgust . Ascending a staircase as Neville is lifted higher into the air , Cortman explains to his prize .Neville wants to berate Cortman , but his lips are sealed . His mouth remains tight .IN THE CAVERNOUS ROOM , Anna is bound to a rusty cot . Ethan to a small bed . Both are quickly narcotized . Subdued . Neville hangs his head in despair as his body is lifted into the rafters . The Hemocytes below secure the ropes to the ground . Neville hangs above the village . For all to see . No possible means of escape . Cortman stands on a ledge high above the village , addresses the throng , and points to Neville .Cortman LEAPS into the air and GRABS HOLD of a PIPE near the pole . Hanging with one hand , he extends the other , allows his talons to extend , and SLASHES the soles of Neville 's feet . Neville GRIMACES in pain , but wo n't allow Cortman the pleasure of a scream . BLOOD begins to flow and drip from Neville 's soles . The crimson drops fall . Onto the tongues , into the mouths of the Hemocytes below . Like children catching the first snowflakes of winter .Eva leads the Hemocytes in a SCREECH of support . Far below , not joining in the bacchanalia , is the leader of the Hemocyte Clerics , CHRISTOPHER . His eyes are on Neville . Does he betray a note of sympathy ? He looks away and signals the DRUMMERS to take up a victorious rhythm . Dangling above his enemies - now his captors - Neville 's chin drops to his chest . From the battle , the beating , the humiliation , the defeat - he is beyond weary . His eyelids droop , his jaw relaxes . He catches himself and grinds his teeth together , keeping his mouth closed tight . Why ? He has not said a word since the fight at the house . Why ?

Well , yes , it is `` morning '' , but there 's no way to tell down here , aside from a few pinholes of early morning light peeping through a crack or crevice on the surface . On the various layers of the community , we find the Hemocytes exhausted . From fighting , from celebration , from feasting . They prepare for sleep , huddled together like pups . High above them , strapped to the pole , Neville gently swings , the ropes creaking . He 's fighting to stay awake . Above him on the catwalk of pipes , ventilation ducts , steel girders , and old electrical cables , appears CHRISTOPHER . He appears calm and serene - not a threat . He approaches Neville until he 's only a few feet away , eye - to - eye .Neville does n't know what the hell he 's talking about .Neville is stunned . Assesses the man 's face . Tries to imagine what he looked like before infection .Neville looks in the direction of the room containing the humans . Christopher follows his gaze , comments .He turns back to Neville .Neville remains quiet . Christopher reaches into his clothes and uses a damp rag to wash Neville 's wounds .He lifts a container of gruel . Brings a spoonful to his lips , but Neville refuses to eat .Christopher tries to force feed him , but Neville spits out the food and SNARLS at Christopher .He departs down a staircase to the village . CLOSE ON NEVILLE 'S FACE He waits until Christopher is gone . Looks below and sees the Hemocytes sleeping . And he opens his mouth , REVEALING . The all - in - one tool . His tongue and inner cheeks are scratched and bleeding , but he managed to keep it safe . All this time . Very carefully , he pushes it out onto his lips with his tongue then clenches it tight in his teeth . He maneuvers his hand through his bonds and extends his fingers . He only has one chance . Takes a deep breath and spits out the tool . It falls . Nearly slips from his fingers , but he snares it between his second and third fingers . Twists it around until it 's safe in his palm . By touch he finds the serrated edge and goes to work on his bonds .

The Hemocytes are fast asleep . Communal slumber appears to be part of their regimen . THE RAFTERS Sweat dripping from his brow , Neville works diligently . His right hand already free , he releases the left . Using the bonds around his waist as a fulcrum , he leans over stretching his back as far as it can go , and cuts through the ropes around his legs and ankles . The serrated edge of the all - in - one tool is almost smooth from wear . Neville clenches it between his teeth and proceeds to wriggle out of the remaining bonds and barbed wire , causing the POLE to SWAY . BELOW , where the pole is secured to the ground , the ROPES start to CREAK . A dozing Hemocyte sniffs the air , then returns to sleep . ABOVE , Neville grips an overhead pipe and PULLS himself up , out of bondage . The ropes burn his skin and the barbed wire bites , but he makes it up , into the rafters . Lying atop a ventilation duct , he relaxes and breathes deeply . He peers over the side and looks below . Everyone asleep . His eyes stop on the CAVERNOUS CHAMBER where the humans are kept . Where Anna is kept . He rolls away and slithers along the duct , away from the village . Must be quiet . Absolutely quiet . He moves onto a thick roll of electrical cables and . almost falls ! He grabs a cable and PULLS HIMSELF UP to safety . Crawling on his hands and knees , he moves toward an entrance to a subway tunnel . Almost there . And he slips . Neville braces himself , but must use one of his wounded FEET to do so . He HOWLS in silent pain . And the tool falls from his mouth . IT SAILS DOWN . WE FOLLOW IT as it LANDS inches away from the face of a HEMOCYTE CHILD . The little creature 's EYES OPEN and find the odd piece of metal . IN THE RAFTERS , Neville knows he must move quickly . He follows the cables , then drops to a concrete ledge . Although the souls of his feet are tender from the cuts , he must stand , he must walk . He takes a few genteel steps , then overcomes the pain and heads for the tunnel . He stops when he SEES the HEMOCYTE CHILD before him . Just staring at him . She is afraid , yes , but her curiosity supersedes fear . The little Hemocyte girl cocks her head and her eyes find an open cut on Neville 's torso . The blood . Like a father with a glass of warm milk , he dips a finger into the blood and offers it to the girl . She cautiously , hesitantly licks it up and of all things , smiles at Neville . He looks at the girl 's face . The innocence in her smile , the simplicity , the naturalness of her act . She 's hungry . Neville gently touches her head .She obeys . Neville watches as she returns to her flock .

Weak , battered , filthy , and barely clothed , Neville forces himself down the tunnel . A few RAYS OF LIGHT poke through from the surface , but they are GREY AND MISTY . WATER drips through the ceiling of the tunnel - it must be raining .

A torrential downpour . In the middle of the water - slicked street , the ventilation grating to a subway shaft is punched up and out . NEVILLE crawls out to the surface and lies on his back , allowing the rain to wash over him . Freedom .

The sky is filled with THUNDERCLOUDS . Rain turns the earth into a blanket of mud . Neville plods through the muck , cold and wet , until he arrives at the site of his house . Stops when he sees what little remains . A BLACK SHELL . Foundation and framework . Charred and crumbling . Debris , ash , and cinders litter the area . The rain creates a hissing cloud of steam and smoke . Neville sloshes through the mud and shifts through debris , finding charred reminders of the past three years - the books , his paintings , CDs , the exhaustive videotapes . Now all a melted mass of paper , plastic , and metal . He finds a pair of shoes and joyously covers his scarred , throbbing feet . Nearby , in a pile of cinders , is the frame for the photo of his wife and child . The glass cracked , the frame scorched , the picture itself burned away . He moves down , into the foundation , into the BASEMENT . Most of the weapons are twisted and burned , a few are functional . He takes essentials - two handguns and a mini machine gun . Searches for usable ammunition and thankfully finds a locker full untouched by fire . In a pile of ash , he discovers the COMBAT KNIFE and ankle sheath . IN THE GARAGE , he finds shelter from the rain . The Land Rover is a junk heap , horribly wrecked by fallen timbers . He finds a long pipe and uses it as a crowbar to open the trunk . Inside is a pair of COVERALLS and , unscathed , an EMERGENCY KIT . He slips into the coveralls , opens the kit , and checks his supplies - freeze - dried food , a tool kit , medical supplies , a flashlight , and batteries . It 's enough . Enough to start over . He checks the sports car - wrecked . Next , the MOTORCYCLE . Thanks to the lucky placement of a fallen sheet of corrugated steel , it survived . He tosses off the metal and pulls out the bike . It 's smoke - damaged , scorched , and a few of the hoses are melted , but it will work . He can get it to work .

The RAIN still batters the earth 's surface . THUNDER AND LIGHTNING coming in from the Pacific . Neville has fashioned a pair off makeshift saddlebags and a gun rack on the bike . He climbs aboard the motorcycle and tries to start it . No go the first time , but the second . The bike 's engine ROARS to life . He checks the gas gauge - a full tank . Enough to get him . Where ? Where Bob ? Who knows ? He plows through the mud .

The bike SPEEDS through the abandoned metropolis . Neville 's eyes are straight ahead . No looking back .

Neville reaches the entrance to the bridge and pulls off onto a promontory - where tourists used to stop and take pictures . He comes to a stop , but keep the engine running . He looks down the length of the bridge , at the ocean , back at the city . His eyes find the LIGHTHOUSE where he set free the dog . The TUGBOAT at the end of the pier . The ocean is rough , waves break on the shoreline . STORM CLOUDS gather in number and force . RAIN pounds down on him . Neville assesses it all . Everything . Past , present , future . And knows what he must do .

Neville walks down an aisle , machine gun in hand , flashlight searching the LARGE BINS to his left and right . Into three plastic Containers , he fills PHOSPHOR , SULFUR , and MAGNESIUM .

Neville breaks into a small office . Searches until he finds PIPES , BLASTING CAPS and DEMOLITION EXPLOSIVES .

An elephant 's graveyard of SUBWAY TRAINS . Above , RAIN pours through the cracked and broken SKYLIGHT .

In what used to be the `` nerve center '' for the city 's Underground transit system , Neville scrutinizes a SERIES OF MAPS , all detailing the routes and layouts of the subway system . To his right is a MANUAL , flipped open to a page reading `` EMERGENCY POWER SUPPLIES - START - UP PROCEDURES . ''

Neville primes lines , checks circuits , hits igniters . He reaches the final switch , says a prayer , and THROWS IT . The yard lights up like a christmas tree .

Neville sits in the motorman 's compartment , reading another MANUAL , munching on freeze - dried food . He starts up the engine and miraculously , the motor comes to life .

The LEAD CAR , towing THREE PASSENGER CARS , pulls onto the main track and comes to a stop .

Like a kid with his first model train set , Neville checks the maps and plots a course on the `` big board '' detailing the lines throughout the city . He throws a series of switches and the SOUND of rails and tracks being put in place REVERBERATES throughout the tunnels and yard .

In the lead car , Neville mixes the CHEMICALS into the pipes and attaches the blasting caps . Once a half dozen pine bombs are complete , he checks and loads each of his guns .

Neville steps into the yard and looks up , through the skylight . Night . They 'll be awake . And angry .

Neville climbs into the motorman 's compartment and lays out a MAP of the tunnel system . A course plotted . He looks into the tunnel before him . Into the belly of the beast .

The TRAIN GROANS down the tracks . Rusting , creaking , it starts to breathe , remembering the rhythm of the rails .

A look of grim determination on his face , Neville accelerates , further into the tunnel .

The empty pole is lowered into the center of the village . A FURIOUS CORTMAN bellows orders to Eva and her warriors .A STRANGE SOUND - Everyone HEARS it . A SCREECHING . A RUMBLING . The walls of the village shake . Children run frightened to the shelter of their mothers ' arms .

Strapped down , in a weakened state , ANNA HEARS the SOUND , too . It 's a familiar sound . No , it could n't be .

Eva and a few Warriors run to the center TRACK . She presses her ear to the rail and can not believe what she hears . She looks to Cortman with astonishment . He knows what 's coming .

Neville peers through the motorman 's window . There 's the village , dead ahead . He HITS THE BRAKES .

The TRAIN BURSTS through a pile of debris , flattening a few Hemocyte warriors and SCREECHES to a stop . Thirty , fifty descend upon the lead car . A passenger door HISSES open and out steps Neville . And his machine gun . He OPENS FIRE , cutting through the attackers . He HEAVES the first PIPE BOMB . IT EXPLODES WITH WHITE LIGHT . Not a damaging blast , but the CHEMICALS BURN with a WHITE HOT INTENSITY . He throws another , and another , and another . Soon the center area is bathed in a BRILLIANT GLOW . The light blinds the Hemocytes . They SCREECH and run for cover . More significantly , the sight of Neville terrifies them . For many of them , it 's as if the Devil has been resurrected and he 's come for retribution . Mothers lead children into the rafters , nurses and clerics pray and flee .Eva and the Warriors will fight . If they could only see . Blindly , they move toward the train . Neville tosses a BOMB at the base of the stairs , clearing a path . He grabs two bombs and RUNS , firing the machine gun only when necessary . He throws a tackle into a Hemocyte Warrior , uses the butt of the gun on another , and makes it up the stairs .

Neville BURSTS into the space , brandishing his weapon . It 's Nurses and Clerics in here , and they 're petrified . They HISS and SCREECH , but they 're not the fighting type . Neville searches bed after bed . Children . old men , wrinkled women . Glassy - eyed , empty faces . And then he finds Anna . He kneels beside her bed and rips out the I.V. Not completely drugged , her sad eyes find his and search for compassion , for understanding . Neville pulls out the combat knife . and hurriedly cuts through her bonds .He hands her a GUN .Neville frees her brother . Anna takes Ethan in her arns and hugs him dearly . Neville frees another CHILD , and ANOTHER . They 're somewhat conscious and stumble to their feet .Neville turns , ready with the machine gun . It 's Christopher . Neville hesitates . Finger on the trigger .TALONS emerge from Christopher 's fingertips . And he SLICES the bonds of another child . Neville lowers the gun .Neville , Anna , and Christopher free the children . About a dozen in total . HEMOCYTE WARRIORS appear at the door . Neville sees them and ROLLS a PIPE BOMB right at them . It EXPLODES , sending them flying and flaming into the air . The room CATCHES FIRE . Neville lifts a WEAK CHILD into his arms and heads for the stairs . Anna urges the children to follow .

The area is still bathed in phosphorescent glow . Neville THROWS another BOMB , again clearing a path . He and Anna usher the children past BLINDED HEMOCYTES into the train .

Neville and Anna lie the children on passenger seats in the second and third cars . When Neville opens the door to the third , he comes face - to - face with a HEMOCYTE WARRIOR . Although unable to see , the creature fiercely latches onto Neville . The children SHRIEK . The machine gun falls from Neville 's grasp and he struggles to reach a handgun in his belt . The Hemocyte raises his talons . BLAM ! Anna fells him with a single shot to the heart . Neville pushes the body out of the train and seals the doors . As Anna secures the children , Neville runs to the motorman 's booth . As the glow from the bombs diminishes , Hemocytes storm the train . As their angry fists POUND against the windows , Neville gets the train the hell out of there .

A FIRE RAGES in the cavernous room . Christopher and a few others manage to flee . The HEMOCYTE CHILDREN huddle in the dark , terrified by the nightmare , hiding from the bogeyman .

Anna makes her way to Neville and , weak , collapses . He catches her and sits her on a bench .She nods .He smiles . Returns to the motorman 's station .He turns to her .

As the train RUSHES down the tunnel , REVEAL CORTMAN . On the roof of the lead car . EVA and a MUSCULAR WARRIOR atop the passenger cars .

We HEAR a window SHATTER and the SCREAMS of children . Neville and Anna REACT . He grabs the MACHINE GUN , loads a fresh clip and positions Anna at the controls .FOLLOW NEVILLE as he MOVES into the rear car . Standing there is the MUSCULAR WARRIOR . The children huddle in fear in a far corner . The Muscular Hemocyte RUNS toward Neville . Neville SHOOTS , but this guy is big and rushing on blood . He keeps coming . Neville calls to the children .The children MOVE to Car No. 2 . Neville empties the clip , but the Hemocyte grins and moves in for the kill . Neville PULLS OUT the last PIPE BOMB and lobs it at the Hemocyte .Neville DIVES . The BOMB EXPLODES inches in front of the Muscular Hemocyte , igniting him and the car in BRIGHT WHITE FIRE . In the second car , Neville attempts to calm and quiet the distraught children , but when he HEARS GLASS CRASH and ANNA SCREAM , he tells them .IN THE LEAD CAR , Neville finds EVA cradling ETHAN in her arms . CORTMAN holds a struggling ANNA from behind , his TALONS at her throat . Although still moving damn fast , with no one at the controls , the train is losing speed . Neville raises the machine gun , but Cortman can only sneer .Cortman 's talon presses into Anna 's flesh . Neville lowers the weapon . Cortman gestures to the smashed open window .Neville complies and throws the machine gun away .Eva HISSES . Neville looks at Cortman with contempt . What 's that ? Just past Cortman and Anna , over their shoulders , through the front window of the train . Is it ? Light at the end of the tunnel . Neville goes to one knee .Neville drops to the other .Neville goes to floor and braces himself . Cortman turns . Through the front window , he SEES . A THICK METAL DOOR .

The train CRASHES out of the tunnel , THROUGH the barrier , off the tracks , INTO the SAND , where it topples on its side ,

Neville , Anna , Cortman , Eva , the Children - all thrown out like rag dolls . A SEAT becomes UNHINGED and SMACKS Neville in the skull and he drops .

The lead car SLIDES TO A STOP about ten feet into the ocean 's edge . WAVES CRASH against its hull . RAIN pummels the beach . THUNDER AND LIGHTNING fill the raging sky .

Chaos . Children crying , smashed glass , twisted metal . The boy Ethan gets his bearings and searches the car for his sister . Anna is near the front of the car , crawling away from an apparently unconscious Cortman - his legs PINNED under smashed and twisted metal . Also knocked out is Neville . The lead car is sinking into the sand . WATER rushes in and the car 's flooding . Ethan moves to his sister , but the way is BLOCKED by a battered , bloody EVA . She HISSES at the boy .The boy knows to listen . He crawls through to the beach . Eva LUNGES for him , but a BULLET rips through her shoulder .Eva SPINS to see Anna pointing a gun at her .Anna FIRES , unloading every bullet into Eva 's chest . Eva tries to press on , but the wounds are too severe . She drops to her knees . Her flesh tries to repair itself , but too much blood is lost and there 's too much damage to the heart . She hisses and dies . Anna hurries to Neville . She shakes him .Neville is out cold .Neville 's eyes open . She starts to help him to his feet when a WAVE CRASHES into the lead car and it SINKS DEEPER into the sand . Anna SLIDES down the aisle , into the water . He reaches , but she 's gone . Using the seats as a `` ladder , '' Anna pulls herself out of the water . She 's nearly clear when . CORTMAN GRABS HER ANKLE . Anna SCREAMS . Cortman EMERGES from the water and draws a deep breath . Anna struggles , but Cortman 's grasp is tight . Neville finds his COMBAT KNIFE , slides to them . He SLASHES Cortman 's arm , virtually severing it at the wrist . Anna frees herself . Neville pulls her out of the car .

The lead car SINKS deeper . WATER FILLS the interior . On the sand , Neville and Anna get to their feet and see the rest of the CHILDREN in the second car , WATER on one side , FIRE - from the burning third car - on the other . He and Anna run to the car and help the panicked , crying children from the wreckage . Neville lifts a helpless child into his arms and nods in the direction of the TUGBOAT .

In the lead car , Cortman is drowning . His hand dangles and blood forms a cloud in the rushing water . He spies EVA 'S BODY down the aisle . He looks at her dead eyes . The pool of blood around her . Cortman closes his eyes . And wills the blood to him . It creeps down the floor , along the walls , to his TALONS . He lifts the crimson to his lips and DRINKS .

The rain is incessant . The children cover at the thunder and lightning . Anna and Neville lead them down the PIER , to the TUGBOAT . Two more children - too weak to walk - remain at the train wreck and Neville returns for them . Anna scans the faces of the others , searching for .

UNDERWATER , Cortman holds his hand to its split - open wrist . The HAND FUSES to its former limb . Muscles bulging from the feeding , Cortman LIFTS the twisted metal and frees his legs from the wreckage . Eyes open wide , glowing with hate , he SWIMS through the cracked open windshield , into the ocean .

Neville returns to the boat with the last two children . A panicked Anna meets him ,Neville scans the beach and CALLS OUT .A FLASH OF LIGHTNING illuminates the LIGHTHOUSE and NEVILLE SEES the BOY in the window , hiding .He gives her the last gun and runs to the lighthouse .

Neville climbs up the creaking staircase . Ethan spots him and runs away , up the stairs .

Neville emerges from a maintenance door and steps onto the catwalk surrounding the pinnacle . Atop the DOME of the lighthouse , painted into the sky , is a LIGHTNING ROD . Neville sees it , keeps low , and calls out .THUNDER AND LIGHTNING . Followed by a child 's whimpering . Neville moves to it and finds Ethan cowering in a fetal position . He cautiously kneels , gently extends his hand .With tear - filled eyes , the boy looks to Neville .Ethan slowly extends his hand . Neville takes it , smiles , and lifts the boy into his arms . He stands . When he turns , he finds . CORTMAN waiting for him . Dripping wet , pumped up , eyes gleaming , teeth bared .TALONS emerge from his fingers .Neville steps back , away from Cortman , who calmly advances , the two men moving around the circular catwalk .Neville continues to back off , Cortman closing in .Neville glances to his left and sees what he wanted - the maintenance hatch . He quickly lowers Ethan and instructs .The boy does as told and runs down the stairs . Brandishing the COMBAT KNIFE , Neville turns to Cortman .The two men face off . Cortman makes the first move . SLASHES at Neville 's chest , RIPS through the coveralls and SCRAPES his flesh . Neville LUNGES with the knife , but Cortman is swift and easily steps aside . He LAUGHS .

Neville looks down at the boat , at Anna . SHOUTS to her .Cortman SLASHES . Neville ducks and crawls away .Neville THRUSTS with the knife . Cortman BLOCKS and the knife FALLS over the side , into the sea . Cortman LAUGHS . Pulls in his talons and proceeds to PUMMEL Neville with his fists . Neville can barely defend himself . He falls and pulls himself up . Neville appears hopelessly doomed to defeat . Cortman extends his TALONS and moves in . Like a cat , Neville scurries up the lighthouse dome . It 's slippery , but he makes it to the very top , clinging to the lightning rod .Neville stands and LEANS against the rod , using his weight to SNAP it free from its mooring .With the lightning rod extended like a spear , Neville slides down the dome and DRIVES IT STRAIGHT INTO CORTMAN 'S HEART . Cortman HOWLS with pain . His chest BURSTS with crimson . Blood gurgles from his throat and all he can mutter is .LIGHTNING FLASHES IN THE SKY . In a split second , Neville JUMPS into the hatch . Like the Hand of God , a BOLT OF LIGHTNING slashes across the night sky and touches the spike of metal in Cortman 's chest . The top of the lighthouse - and Cortman - EXPLODES IN A BURST OF WHITE SPARKS . Cortman 's SCREAM ECHOES . His scorched body falls into the ocean .

Anna waits at the boat . Neville runs across the sand . Although weak , his face is filled with joy . She waited . Anna waited . At this moment in time , he is happy . It 's all behind . You can move forward . He STOPS DEAD when he SEES . A PACK OF WILD HEMOCYTE DOGS . Waiting . Six vicious creatures . GROWLING . Hungry . They circle Neville , waiting for the precise moment to move in for the kill . A HARSH BARK stops them . ANOTHER DOG runs from the forest and climbs atop a large rock . THE LEADER . Neville 's dog . The other dogs back off , intimidated . Neville 's dog runs across the sand , BARKING at his subordinates . Tails between their legs , the others break into the forest . Neville 's dog - proud and strong - approaches his former master . A look of recognition and understanding passes between them . The dog looks to the boat , turns to Neville . His eyes . There 's still something in the eyes . The dog gently BARKS and steps aside , allowing Neville entry to the pier . Neville walks on , breaks into a run , and falls into Anna 's arms . The dog observes , mournfully HOWLS and returns to the forest .

The Children sit huddled under blankets , clinging to each other for warmth . Neville looks at them . The next generation . He STARTS the engine . The storm is subsiding , the sea calm beyond the breakers . Anna holds him and leans her head on his shoulder .Neville does n't have an answer . He just goes forward . He moves the boat forward .

The tugboat passes under the Golden Gate Bridge . Neville is oblivious to the physical pain in his body . There 's energy coming from him , a sense of purpose .He pulls Anna close and drinks in the sky . The morning sun breaks through the clouds and lights a path to the future . FADE OUT .

,-'/^Sby Lowell Ganz & Babaloo MandelTBStan approaches. Frank steps OUT INTO the aisle, and he and Stan converse in WHISPERS for a few seconds. Stan NODS and Frank gives him money. Frank returns to Gil.Frank leaves. Gil accepts all this passively. Stan sits in the aisle next to him.jfi&SStan is STUNNED and AMAZED.f v themselves - feel strong, feel happy. That'3 all. That's my dream. Strong, happy confident kids.ANGLE ON KARENANGLE ON GIL Only now it's grown-up Gil.TB Karen and the kids get up.Gil takes it and tosses it away.It is late afternoon of a very hot day. As CREDITS ROLL, the BLAYLOCK family trudges across the lot. Gil is carrying Justin on his shoulder. He and Karen also carry a variety of souvenirs - pennants, inflatable bats, stuffed dolls, hats, tee-shirts, etc. They look up and SEE a lot of similar looking vans all parked in the same general area. They peer at them, trying to identify their own van. Gil points to a van with a sock on the antenna. Gil SMILES, proud of his ingenuity. ANGLE ON THE VAN DOOR SLIDING OPEN RAPID CUTS of Gil and Karen loading their kids and their junk into the van, including buckling Justin into his car seat. Gil is perspiring freely. It's work.CREDITS CONTINUE as Karen is busy mediating some dispute that seems to> center on the souvenirs. Through the window, we can SEE - but Karen can't - Gil, his arms loaded, attempting to get Karen's attention so that she will open the door for his. He YELLS to no avail then bangs the door with his shoulder and yells some more. CREDITS END./Jfl^V TB 4 CONTINUED:Gil and Karen can't decide whether to laugh or be digusted. Taylor is HYSTERICAL.

someone clearly identified with baseball twenty-five years ago). He swings and hits a home run.

A man in his thirties (FRANK) and a nine year old boy (GIL) enter

their section looking for their seats. An usher (STAN), approaches and examines their tickets helpfully. Stan is skinny. He wears a furry mitten on one hand, which is used to wipe seats. He performs this service for Frank and Gil, who sit down. Gil looks around EAGERLY.

Gil, this is Stan. He's gonna watch you for awhile. I have some friends I'm meeting. I'll meet you back here by the ninth inning. Have fun.

You have to understand. My father, in his own childhood, was without a positive male influence.

His own father kicked him out when he was fifteen. So my Dad was taught to see child-raising as a job, a burden. A set of restrictions rather than opportunities. A prison rather than a playground. Do you understand what I'm saying?

This is a memory of when I was a kid. I'm thirty-five now. I have kids of my own. In fact, you don't really even exist. You're an amalgam.

A combination of several ushers my Dad left me with over the years. I've combined them into one memory.

Stan, this was a great symbolic moment in my life - my father dumping me with you. It's part of why I spent so much of my childhood with such a shaky sense of self-worth so little self-esteem. It's why I swore it would be different with my kids.

Well, it's like my grandmother says. What you put into something that's what you get out.

Mm... So that's great... You've got a lovely family... and I'm a fuckin' amalgam.

CREDITS CONTINUE as the van pulls into a jammed parking lot. The

front of Gil, a heavy MAN seems to be taking forever. Gil peers around him trying to SEE what's taking so long. Finally the heavy man leaves with an enormous order.

CREDITS CONTINUE as Gil, carrying his own large order, crosses to

"You're sliding into first And you're feeling something burst Diarrhea... Diarrhea. You're sliding into third And you got a juicy turd Diarrhea... Diarrhea."

"You're sliding into home And your shorts are full of foam Diarrhea... Diarrhea. You're sitting in your Chevy And your shorts are kind of heavy. Diarrhea... Diarrhea"...

That'8 it. Remember it. Because if I have to repeat it, it's gonna cost you money.

She puts her arms around him and clasps her hands behind his neck.

Julie is in the process of ending a CRYING JAG. the GASPING and TWITCHING stage of recovery.

It's darker. Helen is sitting OUT ON her LAWN, still STUNNED The SPRINKLER goes ON. It sprays water on her. She doesn't" react. The front door OPENS. Julie and Tod come out. Tod" has his arm around her and Julie has her suitcase. They stop on the front walk.

forward. REVEAL that she is in a little karate outfit. She smashes a board with her fist. Nathan is hol-ing the board.

I know that look. That's the look of a woman who's been sexually aroused by the sight of a man cleaning up a childs' vomit. Yes, I guess I look - pretty good.

I love it when you talk to me about school and meetings. Now talk to me about shopping.

He makes that same face at Little League. The other kids are having fun, they're dancing in the outfield, they're eating grass. He's making that face.

That was mine. We have pictures. I'm having them blown up for the commitment hearings.

You'd better set a few extra places. I'm sure the poliee will be here any second.

Honey, you're not even dressed. We're supposed to be at school in twenty minutes.

Steve, I've taken a long look at that cattle deal and I don't like what I'm seeing.

Yes, I think the walnuts were a \* better investment. You get land, \* that's equity. If the crop fails, you got the wood from the trees.

Hey, can we keep this down to a roar? I'm earning a living here.

But in college you were like a chimney. I thought you were gonna join a reggae band. You know, there could have been, uh... chromosome... distortions...

Throw the TV's out. Throw 'em in the garbage. You and I will perform works from Shakespeare.

Okay, look. First of all, Kevin is not going to special school! Forget it. Whether it's right or not, there's a stigma. People are very cruel, especially kids. I will not expose Kevin to that cruelty. If we have to we'll send him to private school. I don't care what it costs, I'll get a second job.

That's right. Look... it's a problem, we're aware of it now, we're his parents, we can handle it.

Don't tell my father Kevin's going to be in therapy... I don't want to give him the satisfaction.

And what? In the meantime you were gonna have me killed? How could you do this to me? That partnership is mine. You said it was just held, up by Ted's surgery and when he came back, you'd make it official.

By doing great work. By saving your ass. What happened to those cattle, Dave? Those cattle you were so hot to invest in.

They died. Their frickin' legs are sticking up in the air. They're in moo-moo heaven. I\_ kept you out of that deal, remember?

This is really coming out of nowhere. I've been here eight years - I'm the backbone of this operation - and if I don't get this partnership... I gotta think about going somewhere else.

Look, Dave, I'm having a little problem at home. I really need to spend a lot of extra time with my son right now.

I have ways to get work done at home. I have some time there that's all my own.

Well, I should go back in and watch the girls. You got enough quarters?

Look. You're the kind of boy - like I was - you have a lot of worries. That's all. And these people ~ the doctors, they're experts at helping people... deal with their worries. It's nothing to feel bad about. I think you're a great kid and I love you very

Absolutely, you got 'em. It's done. Now what do you say when a cute eight year old girl walks by?

How abuot if you and I step over there and settle this once and \* for all.

Okay, we need a second baseman, which one of you outfielders is ready to try second base?

Come on, Matt, none of that. Let's be a team. Let's get out there.

Remember, Kevin, the word is "fun." I'm not like Bob. Just go out there and what you catch you catch and what you miss you miss. Okay?

Of course he's coning. The man's a professional. You think he wants to put a blot on the balloon - bending profession? Cone on, you guys have fun, hot dogs are going \* to be ready in a few minutes. \*

Yeah, I like stories that come out fair. How many girls does Daddy have?

Yeah. You know what I feel like? Like I'm the captain of a ship. Well, co-captain with you. And we have this cargo - this precious cargo - and we're trying to sail it in to a safe harbor - a safe port. You know? And, like sometimes, like this trouble Kevin's having, you have these storms. Rain, wind,... and I'm needed up on the bridge. And I grab that big wheel - I'm in my yellow slicker - with the big hat with the brim turned up - and I hold her steady... And I'm protecting our cargo... It's great.

Here you go, here you go, here you go... Hey, you're not my kid. "

Dad, let me handle it, okay? Kevin, do you want me to help you get your money back?

Well, I don't know what more I could've done. Did I hold anything back? Anything at all?

I mean, why is he so high-strung? He's like a poodle. Everything blown out of proportion. Where does he get this obsessive behavior from?

That what you put in is what you get out. That it makes any difference whether you're like my father or me or anyone else.

Hm... You know when your kid is born it can still be perfect. You haven't made any mistakes yet. Then they grow up to be... like

Barely. And I wasn't as bad as Kevin. I mean, what's the point of going through shit like that if your kids have to go through it, too.

I'm attempting to "dazzle" Steve. I'm trying to put together a major income property deal for some of our bigger clients.

Thursday when I left for Little League, he said "Let's all thank Gil for dropping by today." I didn't tke it as a good sign.

It's all right. It was my fault. You just kind of took me by surprise.

Have you seen the deals I've been putting together? I've been killing \* myself. I mean aren't you dazzled?

No, forget it. Phil got you a lot of big clients, you're happy. Let's see if you still have 'em after Phil handles their money.

There's eleven kids in the house so you figured this was a good time to wash the dog? What, does she have, a date?

Please God... let it be any tape other than Cream's farewell performance at Albert Hall.

Jesus, honey, I was hoping you'd be a little more supportive. It's not like -

So what are you saying I should do? Crawl back into work, kiss Steve's feet and get my crappy job back? I quit, then crawl back, they got me. I'm a eunuch. I am theirs to treat as they might.

All right. Let's return from La-La Land. That ain't gonna happen. And whether I crawl back to Steve or get another job, it's obvious now I've gotta put in more hours, I've gotta have

business dinners and... play racquetball.. \* and get guys laid, so I hope you don't \* mind, honey... \*

Hey. I didn't say that. That's a decision a woman should make about her own body.

Well, great then. Let's have it. Let's see how I can screw up the fourth one. Hey. Let's have five. Let's have six. Let's have a dozen and pretend they're donuts. I'm really happy about the way things are working out. Aren't you?

Well, I'm ready to discuss it. However, I can't right now, because, I gotta go to goddam Little League. Ten little boys are waiting for me to guide them into last place.

I don't know. Like - get fat. \* Really blow up. Or have an affair \* with Cindy, the Xerox girl. You \* know, ruin my life and then blame \* the whole thing on Karen. \*

How are you supposed to raise your \* kids? Like me? Like Nathan? Like \* my father? I mean is there a - \*

Hey, you know... who's to say who's a shitty father. Kevin's in therapy. We got called to school last year because Taylor was kissing all the boys. Justin keeps ramming things with his head. My career's in the shit-house.

Matt I'm not gonna warn you again. Once more and you're out of there, I don't care what happens. \*

Steve called. He was crying. He actually cried. He said if I came back, he'd give me a corner office with new furniture and a raise. Like that's supposed to make up for everything.

I don't know. Maybe this is some kind of "guy\* thing I can't understand. You like your job. And you hate all that crap the partners have to do. So why would you want to be one?

But there's three of them. And you want to have four. And the fourth one could be Larry. And they're all gonna do a lot of things. Baseball's the least of it. And in all those things, sometimes they're gonna miss.

Oh, yeah. A minute ago I was so confused about life. Then Grandma came in with her roller coaster story and everything's great again. I think I'll have it wood-burned into a plague.

Gil, you have a good memory. Was it yours or Helen's or Susan's wedding I got drunk at?

You think he's funny? when he was a kid, he wasn't this funny. He sat in his room all day.

This is itJ Everybody in the living room. This is the big surprise.

What's wrong with getting rich quick? Quick is the best way to get rich.

I knew you were the one who'd appreciate this. Three years. Every night. Every week-end. I eat dinner out here. It was junk when I found it. First time I got laid was in a car like this. Your mother and Gil and the girls think I'm pissing good money down a well.

Come on, you're putting e deal together you gotta look like you can piss with the big boys.

You have to keep turning them. And a lower flame. That's why you're getting too sueh smoke. You don't know how to barbegue. ALT: (Where'd you learr

That kid? That kid's not bigger than you. Go back and get your money.

Look, don't bull shit me anymore. It belittles us both... I want you out of the house.

What the hell's the matter with \* you? You're not a kid anymore! \* You're not stupid. \*

Thank you for not arguing. And I know you're a good father. So tell me... What would you do?

I got it. It's gonna hurt. I wanted to retire next year. This would put that off for awhile. A long while... I never should've had four.

You know, when you were two years old, we thought you had polio. You know about that?

There's no end zone. You never cross the goal line, spike the ball and do your touchdown dance. Neverk I'm sixty-four. Larry's twenty-seven. He's still my son. Like Kevin's your son. You think I want him to get hurt?

We go see these gangsters and we agree to pay them a thousand dollars a month. They're businessmen. They'll see that something's better than nothing. Then Monday morning, eight AM, you come to work with me at my place. I'm going to teach you the business.

You know, the face, the crying, the nervousness, - he can't finish his work... Don't worry about it. We'll talk to the principal. I'm sure it's nothing. Cone here.

Yen know that really pisses me off. A kid is a little different, s little special - needs a little •ere attention - teacher's gonna put a label en him. "Problem kid." when ve talk to the principal let's find out who Kevin's teacher's

Keep Patty away from my brother. He'll suck the intelligence right out of her!

I'm sorry. I just keep forgetting to mention it and I just thought

I don't know. His teacher says he's been making that face a lot.

You're right Gil, we'll talk to them. Kevin's great, he.'s not a problem.

That's interesting. The other day I spent two hours cleaning out our van.

Don't you ever get the urge to throw Susan to the floor and jam Ho-Hos down her mouth.

It's too short. It doesn't fit you anymore. It could fit one of your dolls or Daddy's grandmother, but that's it.

You don't have to yell and you don't have to cry, sweetie. Okay?

Let's go. Kevin, don't forget your retainer. We... Kevin, you don't even have your shoes and socks on.

Stop that! No choking. If there's any choking done in this house your father will do it. What am I saying?

It's because he was our first. I think we were very tense when Kevin was little. I mean if he got a scratch, we were hysterical. By the third kid, you know, you let him juggle knives.

Come on, when you were a teen-ager didn't you have times you couldn't stand your parents?

Well, you know, Justin's going to go full time next year, so now everybody asks me if I'm going to go back to work. You know, like

He says I should do whatever I want. I could've killed him for that.

Gil, they're" two hundred dollars. If you dropped two hundred dollars in here you'd look. Right?

Gil, what did you think? You'd coach Little League and get in a cowboy suit, and Kevin would be fine?

Did you say anything that would make it hard for them to take you back?

Since I am. I'm due in February. I didn't want to say anything until I was sure.

How... it was an accident. Anyway, that's why I'm saying maybe this

W e l l , y o u n e v e r told m e t h e r e w a s a chance you would quit.

You know this puts a minor crimp in my. life, too. I was thinking of.going back to work this fall. Now I can't.

Oh really? Okay. I choose for you to have the baby. Okay?\* That's my choice. You have the baby, you get fat, you breastfeed 'til your nipples are sore. I'll go back to work.

What are you, running for Congress? Don't give me that. I want your opinion about what we should do. Let's make believe It's your decision. Pretend you were a caveman or your father. What do you want me to do?

You know... With the frame of mind you're in, not only am I not sure we should have another baby... I'm not sure we should keep the three we have.

Give me, I'll fix 'em. Your pants are on backwards. Go upstairs and turn them around. And tell Grandma we're going. She's still playing Nintendo.

What do you want me to give you, guarantees? These are kids, not appliances. Life is messy.

You know what? I think this is going to be a great summer for you. Just relax, have fun, play baseball -

Cowboy Dan. The gunfighting balloon man. I saw him at Billy's party. He's cool. He makes animal balloons and he brings laser guns and we all play cowboy laser tag with him. Can we have him?

Thank you. You know when I was nine years old, I had kind of a rough time. A lot of people thought I was pretty mixed up. But there was one person who got me through it. He did everything right. Thanks to him, today, I'm the happiest, most confident, most well-adjusted person in the world. Dad... I love you. You're the greatest.

I knew it. I told you. All the kids are gonna hate me. It's gonna be like Little League.

That way, after I'B grown up, we can still see each other every day.

The family has returned from the game. They all get out of the car and go into the house.

WE SEE Gil STRUGGLING to place a sleeping Kevin in an upper bunk. He succeeds then turns to Justin. Justin is NAKED, wearing a GUN BELT with two GUNS.Karen enters.j ^ NOkay... What do you say, later on, when the kids are asleep, I wear this outfit. (indicates Justin)She does, immediately, in the bed. Gil stares, PARALYZED. Karen enters.Karen SEES what's happening.Taylor starts to CRY.She LAUGHS a little.She LAUGHS more. He adjusts the mirror. Karen reaches into an ashtray and gets a LIT JOINT. She SMOKES.She puts it OUT./SBK TB Gil stands on the bed.{' Are you ready to journey with me to a land of pleasure visited only by a fortunate few?He drops down on top of her. They EMBRACE.' of it.The embrace again. They KISS. Gil stops.Gil makes a tense, rigid face.

Sure, it's all right, don't worry, honey. We'll just sell the house.

reading. Gil ENTERS. He looks at her and stops. He goes into a suave-cocky attitude.

You know, just once or twice a year, you have a day... I'm a little tense, that's all.

Oh, can you come with me to see Kevin's principal Monday morning?

I'm going to take care of him. You're going to have fun at Little League. And, don't forget, you've got a birthday coming up. That's going to be great. Let's have a great party.

I'll have to bring a few prostitutes over because that's the only way you can get anywhere and I'm not getting anywhere. So whatever happens, you have to count on less help from me.

healthy, thin, very nice body. This is the living room and it's loaded with books. CLASSICAL MUSIC is playing softly.

ON his lap and he's making notes on a legal pad. The bathroom door BURSTS OPEN. Taylor enters with TWO of her FRIENDS.

Jeans, boots, a suit vest, flannel shirt, Justin's cowboy hat and guns, and a mask.

Look, this thing with Phil isn't in stone. We can jerk him along another month. Why don't you use that month to give us your best shot? Put in the hours. Dazzle me.

A speeding car barely slows down at the curb. Larry is THROWN heavily FROM the CAR. He BOUNCES and the car SPEEDS OFF. Larry, when he SEES Frank, JUMPS UP, hiding the pain.

at once - all loud. They are telling some garbled story about jumping on the bed and they're each fighting to be the one who

(Gil again demonstrates.She holds out her arms. They embrace again. They kiss. Gil stops. He's ANGRY.onne be next year - make sure Tt'e not one of these hysterics.^Right. kid...He OPENS the front door. She FOLLOWS him.He CLOSES the door on her.TB ) CONTINUED: Helen stands there and SIGHS DEFEATED. moment, then goes to Julie's room. She considers aThere's a pause and the door is UNLOCKED. Julie is sixteen. She's in a nightgown. She looks SLEEPY. Helen ENTERS.TB 10 CONTINUED;TB 10 CONTINUED: Helen EXITS, SHUTTING the DOOR.Are you okay?TOD, an eighteen year old boy, slides out, face up, from under the bed. He's in his underwear.Julie gets up and LOCKS the door.Julie turns on the radio. He throws her DOWN ON the bed and they begin to play a matinee.He sets a camera up on the bureau. There's a long wire leading from it to a remote control./$™f\*\ TBSusan enters quietly.yfffP™! . j0^f\14 EXT. HELEN'S HOUSE -"DUSK Li Gil's kids are running around on the lawn chasing each other. I They chase each other into the house.Although not always in the living room at the same time. WE HEAR the noise of Gil's children. Gil comes over to the bar and OPENS a can of SODA.Susan LAUGHS.f^ son-of-a-bitch. TB GIL Yeah, I wonder why.

darting crazily, suspiciously. REVEAL that he is CLOSING a combination LOCK on his bedroom door. He then PULLS a HAIR from his HEAD, licks it and attaches it to the door and the frame. He looks around to make sure he hasn't been observed. He heads for the living room carrying a large paper bag. INT. HELEN'S LIVING ROOM - DAY \* HELEN is in the living room taking inventory on her modestly supplied LIQUOR CABINET. She SEES Garry, who doesn't stop. Garry is SULLEN. Helen attempts to engage him in conversation. She keeps her voice light and cheery for the effort.

The whole family's coming over tonight. Grandma, Grandpa, Uncle Gil, the kids -

The whole family's coming over tonight. I don't know why but I really need your help cleaning up, okay?

For making you study so much the last couple of months and giving up a lot of dates?

Those S.A.T. scores are your ticket, Julie. I'd still like to discuss the idea of an Eastern school.

And when you get to college, you'll meet plenty of boys you'll like just as well as that Tod.

I'm sorry. Let's not get into that again. It's been pleasant for a minute. I should get started. Fourteen people. Spaghetti and \* salad, huh? I'd better make a \* steak for my dad. "

It's such a cute ass. Last night she hard the moaning... She thought it was me.

Susan. Helen. Did I loan you my big platter?... I thought so. Would you bring it tonight. I need it to serve... Thanks... No, still no word on what it's about... Oh, Julie got 1291 on her S.A.T.'s... Yeah... How's Patty?

well, we're a little disappointed with the effort she's been giving lately towards her work. Math, French, everything's gone downhill. Nathan's talking to "her now. He's trying to find out what's wrong.

Look, Patty, if you want to have just an ordinary academic career and attend an ordinary university, fine, but I think you're selling yourself way short.

I don't know. Sometimes I feel as though we want it aore than she does.

you just give your father that little extra effort he's looking for?

Who knows. He's out with his bag". I wish I knew what was in it, but he hides it. I mean, is it money, ammunition, a human head...

This is my child. Remember - the little boy who wouldn't leave my side? - Now if I take a step towards him, he takes a step away. I don't know what's happening to him, except he's miserable and he won't talk to me, and I don't know how to help him.

Are you kidding? Ed doesn't even acknowledge that he had these two kids. He's got his new wife and his new family... He won't even fix my kids' teeth anymore. He says it's uncomfortable. God, I wish he'd drop his drill down his pants.

This one, I think, is my favorite. I'm going to have it framed and put up on the mantel. So when people come over, they can say

"Why, Helen, is that Julie with a boy's penis resting on her nose?"

Well, I'm glad to know it isn't a job. That's that Tod, isn't it? There's one where you can see his face.

Gee whiz, Julie, there are so many things about this that bother me, I really don't know how to separate them. Oh, here's something for my wallet.

What did you say to me? You come back here. You come right back here! God dammit!

I would just like a little respect. Not a lot. A little. Do you know why I'a having sex with machinery. Because your father left to have a party and I stayed to raise two kids and I

See, you've upset your brother. If you walk out that door against my wishes, don't even think about coming back.

Start your life? This is the best part of your life. This is the time that you still have all your choices.

Garry, if you want me to drive you, you've got to be out in five minutes. I'll be late for work.

Julie... I spoke to an attorney. You can have an annulment like that. You can stay with Tod, shave

He found your hammer. Those are your initials burned in the handle.

Garry... don't you think that there have been times I've wanted to do the same thing, myself? But, honey, you could've gotten in serious trouble. If it wasn't for the insurance, he'd have told the police. All these feelings -- you're right to have all those feelings, he is a lousy father. But, you've got to say to hell with him!

I assume you're watching these... things because you're curious about... sex... or filmmaking...

I've seen one or two of these in my life and I don't think they're the place to seek knowledge.

Do you... have any questions? Is there anything... you'd like to ask?

Well, thanks. I had a really nice time. It's been years since anybody took me to a carnival.

Oh... my Grandma told me to. She's staying with us. Only it's a little crowded so tomorrow I'mtaking her over to my brother Gil's

No, I'm young. Grandmas are old. They bake and sew and tell you stories about the Depression. I was at Woodstock for God's sake! I peed in a field. I hung on to the Who's helicopter as it flew away.

Of course not. You're not that kind " of a man. Tod, our family needs you. \* We all need you. "

Because Julie wants Tod. And whatever you guys want - if it's not illegal - I try to get for \* you. That's the best I can do.

Well I was just thinking. Maybe I could live with Dad for awhile.

I've been here a long time. Maybe I should live with Dad for awhile.

No, Dad, it's not Joey, it's Garry, your other son... Well, I wanted to ask you something... It'll just take a second... Would it be okay if I stayed with you for awhile?... A few months...

What is it about the women in this family that make all the men in this family want to leave?

Then why'd you say all that? Why'd you try to keep them together?

He's funny. Besides, I think he's the kind of guy who'd be nice to you. Somebody should be nice to you.

This is the wrong batch. This is my mother's. There should be another envelope for Blaylock.

Is that what bothers you? That I did those things or that I did them with Tod?

Well, I thought someone in this house should be having sex. I mean, with something that doesn't require batteries.

Tod and I are in love. Not "going steady" love. Love! I need him, he's my life. He touches me and

Yes!... He promised me he was starting a house painting business. Then he said he changed his mind. He's gonna race dragsters with his brothers. He can't even drive a regular car. So his brothers were over and we had a fight, and he said "No bitch is gonna tell me what to do for a living."

I wouldn't live with you if the world were flooded with piss and you lived in a tree. Excuse me, I'm going to the movies.

What's the point of having all my choices if I can't make the choice I want?

I don't think I can. I kind of pushed Tod into this house painting business and like he says, it's going to be rough for awhile. I really think I hsould get a job.

It's a symbol of our love. Our commitment. Its intensity. The fact that nobody else matters.

Just because you couldn't make it work, you want to think that no one can. My life can still work. If no one tries to ruin it. We never should've moved in here.

Mom, Mom. Hurry. He's over there. He's gonna kill himself. Stop him.

In a FLAME-PROOF OUTFIT, putting on his helmet. He's about to get in to a very professional looking DRAGSTER.

Please, Miss Blaylock. I love her. Julie, you can't run out on me. You're my wife.

A few months ago, Garry got his first boner. You know what that is?

Great. Anyway, since then, he's been, uh... slapping the salami. No offense. Apparently, he's been going for a world record. Chicken's burning.

Oh! Anyway, he was afraid there was something wrong with him. You know, that he was a pervert or something. I told him that's what little dudes do. We've all done it. That nade his happy.

Yeah, well, depends on the man. I had a man around. He used to wake me up in the morning by flicking lit cigarettes at my head. "Hey, asshole, get up and make me breakfast." You know, Miss Blaylock, you need a license to buy a dog or drive a car - hell, you need a license to catch a fish

Well I'm gonna go pick up Julie. They're hasslin' her about her hair. She does look stupid. I don't know what we were thinking about.

Well... Dave and Rod kinda took all the equipment and split. I don't know where they are.

Okay, I'm not as smart as you. Okay? I didn't get thirteen thousand on my S.A.T.'s. Okay? I'm stupid, okay?

I'm glad you're here. I want you to see this. I want you to see that your daughter didn't marry a nobody.

Yes I as. But six seconds after that green light goes on, I'm gonna be somebody.

Remember that guy you went out with in college? Jeffrey Sanders. You always chased me out of the room whenever he came over.

Oh. Nathan and Patty and I are power-eating. We bring our own food everywhere. Nathan turned me on to it and I never felt better.

That'a the gym. Nathan got that research grant so he's home allday with Patty. So I go to the gyn for two hours.

I'm going to teach summer school classes. That means we'll have vacation money.

I'm warning you, Nathan. I'll go to a sperm bank! We'll wind up with a child like your brother Mel!

Nathan,she's weird. She's a weird child. I think a few days a week of pre-school could be very helpful.

She's not a bomb. She's a little kid who has no ability to relate to other little kids.

Nathan and I used to be hot. I know he doesn't look it, but I mean we were like rabbits... I used to give him blowjobs on the highway.

No, but I mean he kept getting turned down, and he'd get real, real tense. So if I saw him, you know, really tense, I'd just lean over while he was driving and...

Excuse me, honey, I don't mean to interrupt, but I've made up some new cards.

Well, why don't I show them to you first to make sure they're appropriate.

okay, come on. We're way behind because of yesterday's bomb threat, so let's get going.

We treat our children like they were adorable little morons. When in point of fact, they are more capable of absorbing and retaining information than we are.

Let me give you some advice. Forget about Kevin and Taylor, it's too late. Work on Justin

Hydroponics is the growing of plants without eoil. Larry, are you using suspension hydroponics or coarse sand hydroponics?

Okay, one more. You see, Grandma, Patty is studying Eastern philosophies. Our future leaders are going to have to be much more in tune with the Oriental mind.

Patty's FIST shoots in HITTING Nathan in the MOUTH, KNOCKING him DOWN.

He's a wonderful guy, but... I'm concerned about his jocularity. He's very lighthearted aBout things I - we - consider important.

To check. To make sure it's all right. You didn't know I did that, did you?

NO, a woodpecker. This could have jeopardised all our plans. Remember what we read? Studies found that the vast majority of truly exceptional people are either only children or first-born, with at least a five-year separation from the second sib. We agreed that -

And this is how you go about it? Vandalizing a contraceptive device?

I think your blood sugar is down. I put our vegetables in the refrigerator. Would you like me to get them?

I just spoke to your mother. Your Grandma wants to go stay with Helen for awhile. Could you take her over there tomorrow?

Really? Oh, Mommy, that's great. I'm so glad you're back with the program. Let's do your cards.

Mommy and I will be back in two minutes. How many seconds is that?

I want you to come home. This is very bad for Patty. She can't concentrate -

"On the day that you were born The angels got together And decided to create a dream come true"

"So they sprinkled moondust in your hair And golden sunshine in your eyes so blue"

Helen and Karen are working on dinner./\*""\* usually go for.They LAUGH.Gil approaches.Nathan UNZIPS a BRIEFCASE and pulls out two cards which each has dozens of dots stuck on them in random patterns.Gil SHAKES his HEAD as if to clear it. f^ (CONTINUEDiJustin comes over.Nathan gives Justin the card.Gil stops and STARES. ANGLE ON JUSTIN He's PEELING the DOTS OFF the card and eating them.VI meant me.Kevin and Taylor run through SCREAMING HAPPILY at high speed and into the backyard. Justin is chasing them. Justin is wearing a SCARY MASK, and brandishing a fork.She grabs the fork from him as he runs by.4P>\*.Susan exits. Karen watches her go.The DOORBELL. Frank sticks his head IN.She HUGS him. ANGLE ON THE OTHERSANGLE ON LARRY .Larry's siblings look NAUSEOUS. Frank OPENS his present, it's a classic model CAR.Larry HUGS her.Gil gives him a nice, w a n hug.Helen!...Everybody turns and SEES a four-year-old BOY of mixed ethnicity They STARE.#\*>TB FRANK (to the others) Look who I'm talking to. You ever see her family? They find a nickel, they huddle together and bury it like squirrels. (to Larry) what's the deal, son? What do you have going?BLANK STARES.Larry is STUMPED.(CONTINUEDl r TB NATHAN Grandma's certainly welcome to stay with us a couple of weeks. It would be valuable for Patty tohave multi-generational influences.The LIGHTS go OUT suddenly. There's a group GASP.WE HEAR Gil go.WE HEAR Gil go to the bedroom.WE HEAR Gil go to the bedroom.I've got it.WE HEAR him coming.I can't turn it on.Gil is in the room.WE HEAR a small motor, but there's no light.All of a sudden, all the lights come back ON. Gil is standing in the middle of the room holding a VIBRATOR that is running in his hand. Everyone looks at Helen. Helen is extremely EMBARRASSED.Okay, look, I don't have time to argue. Jeanine's going to be here in five minutes with the car pool You want to look ridiculous? Fine.She digs out a paper bag.Karen OPENS the refrigerator and removes three containers of milk. Then gets a large empty plastic container. She begins t; pour the milk OUT OF the three containers. Gil enters, in a suit, dressed for work.>#\*•. Gil DIALS the PHONE. TB 21 CONTINUED: I know.She leaves the table. Karen reacts.Justin changes the channel.Karen spills some milk.^/ff^s (^Karen pulls out the television cord. "Quickly Karen PICKS OUT raisins. Taylor returns in a new dress.Taylor POURS cereal. J^V••(\*•\*Car HORN.He begins to CHOKE Taylor. She SCREAMS.Car HORN.The principal is a woman, MRS. MANERO. Gil and Karen are seated in her office,Pause. NERVOUS SILENCE.Gil and Karen stare DUMBFOUNDED. The door OPENS. A; pleasant man named DR. LUCAS enters. Xf^vGil is STUNNED./f"^ TB DR. LUCAS On the other hand, Kevin my have been like this in the womb. Recent studies indicate that theee things are all chemical.They realise they're embarrassing themselves. They stop.Karen takes Gil's hand. She likes what he said.private therapist.Gil puts his hand on Karen's back and RUBS it AFFECTIONATELY.Gil NODS FORCEFULLY.Gil stops. He stares at the schoolyard. "#^x •sm.Rbench. He doesn't SEE his PARENTS. ANGLE ON GIL AND KAREN They watch.She GRABS for it. He holds it OVER his HEAD. She JUMPS. He KISSES her. A long time. Then he takes out the PICTURES. She COVERS her eyes. He looks at them. He's CONFUSED. He riffles through them.Julie looks.Julie takes the pictures back to the Fotomat.He goes in the back. He returns quickly.He SHRUGS. Julie looks very NERVOUS. TB

salad on plates. There's e stack of Tupperware containers and Susan is taking the food out of them. Karen examines Susan's food while Susan and Helen talk.

Everyone has gathered, Marilyn OPENS the front door. A young man

in his late twenties is REVEALED. He's very good-looking, very self-assured.

Here, Dad. Just a little something for being the best Dad in the world.

I didn't know myself until a couple of months ago. See, a few years ago, I was living in Vegas with this girl. Showgirl. She was in that show "Elvis on Ice." Anywho, we drifted apart, as people do in these complicated times. Then a couple of months ego she shows up with Cool, tells me "you watch him, I shot someone, I have. to leave the country. That's a parent? Anyway, we're beck in town, because I've got something really huge cooking. Enormo. Monster. Dad, this is it. I'm ejama be taking care of all of yea from now on. .

I don't... Hey, there's a guy with glasses and a lab coat that aakes that decision. I make the deal. And I got to thinking. Cool's had no kind of life. No family. So while I'm locking this thing down, I thought it would be nice if we stayed with you.

The thing is, we don't have the big house anymore. We didn't need it. We just have one bedroom for us and one for Grandma.

I'll have to give you a list of her medications - when and how much - Oh, and you'll have to pick up her shower chair. And her hearing aid batteries and her magnifying glass for reading -

of her and she's rapidly making two sandwiches. She's in a housecoat. The kids are at the table, eating cereal. The T.V. is on to cartoons. Kevin and Taylor are dressed for school. Justin is in pajamas. The entire scene is in a rapid tempo.

Gil... Karen... I think we have to \* be very careful about Kevin's \* educational enviornment. \*

With that in mind - I don't \* think Kevin should come back \* here next fall. I'm going to \* recommend that he be transferred \* to a school that offers special \* education classes. \*

Well... actually, I mean a class for children with emotional problems.

Dr. Lucas is a Child Psychologist. He's been observing Kevin for the last couple of months.

Mr. Blaylock. This is a public school. Thirty-eight kids to a class. We estimate that Kevin's teacher spent at least twenty per- cent of her time this year dealing with Kevin. That class is going to finish the year behind. It isn't fair.

Kevin is a very sweet, very sensitive, extremely tense little boy. He needs some special attention.

Gil... Karen... you should not: look upon the fact that Kevin will be going to a special school as any kind of failure on your part.

In an educational environment that is more sensitive to his needs

Mr. and Mrs. Blaylock, this is a problem that won't just go away

Well... The next school year is four months off... Let's see what can be accomplished.

Helen? Why Helen? She's got Julie there and that husband, and Garry and his bag, it's a mob scene over there.

Oh. I'm supposed to insult Susan by telling her you don't like it there and I'm also supposed to impose on Helen. .

I made up my mind a long time ago not to let Larry make me ill. And I won't let him make you ill either.

Just plop him down in front of the TV. That's what he always does.

Wasn't that Super Bowl incredible? Right down to the last minute.

No. That's right. Ususally the winning team covers the point spread. Usually, you can count on it.

Ha? Oh, come on, don't insult me. I didn't come here to be insulted.

Well, they were a little drunk. The big deal went through, Dad. We were celebrating.

A walk? What am I, Moses? A walk... Come on, inside. I need your help.

Friggin' basketball. I had a lock. \* This this miserable son-of-a-bitch \* rookie throws in a goddam fifty \* footer at the buzzer. It was a \* nightmare. It was like he reached \* into/my chest and ripped out my heart. \* I wouldn've been - \*

I'm never gambling again, I swear to God. But these guys mean business.

I took it to the track. I wanted to run it up so I wouldn't have to hit you for the whole amount.

I can't get a break. Hey, I've been so close so many times. I could \* touch it. \*

Oh, great. Oh, that's great now. \* What did you always tell me? Make \* your mark. Make your mark. Don't \* be one of the numbers. Make your \* mark. \*

Oh, come on. If I called you up to tell you "Hey, Dad, I'm the new assistant sub-vice-president of \* pencil sharpening at some bean bag company" you're telling me you'd think that was great? I'm better than that. I'm not Gil.

Okay... let me just add a wrinkle. About an hour ago I got a call from an associate in Chile. Big opportunity. Platinum. Why don't I just toddle off down there for a month or two, see if it pans out - if it does great - if not we put the Frank Blaylock plan into effect. Sound good?

Ooh! That's a tough one. This is really not the kind of trip ~ SayI How about -

I don't care. I like Helen. She eats meat and cake. She watches TV. She won't make me exercise. Work it out.

I kept wanting to go again. It was just interesting to me that a ride could make me so scared and sa sick and so excited and so thrilled all together. Some didn't like it. They went on the merry-go-round. It just goes around nothing. I like the roller coaster. You get more out of it. I'll be waiting out in the car.

A TARPAULIN is PULLED OFF a beautiful classic car.Frank takes two BEERS OUT OF a small refrigerator and gives one to Larry.Marilyn goes back inside.\[ season?They both LAUGH.{How much?TB it.Julie heads for her room.Julie goes in her room and CLOSES the door. Helen FOLLOWS. She tries the door. It's LOCKED. She's FURIOUS.No response.The door OPENS and Julie exits carrying a SUITCASE.. Julie stops.TB want to hear this.Garry enters carrying a larger bag. He crosses.He exits into his room.She leaves. The door is left OPEN. Helen turns her back to the door and fumes.TB (calls)Grandma just stares, BEWILDERED. Nathan holds UP the BOARD.Susan getting out of her car.\*"\*" What's up?She PICKS UP the PHONE. Nathan takes it away.^rf^v/PKHe kisses the air in her direction.She STARES. She's not happy. She goes into a WALK-IN CLOSET. She moves some stuff and digs out a shoebox. She OPENS the box, REVEALING candy, cookies and packaged cakes. She rips open, a pack of cup cakes and pushes one into her mouth.Gil heads right for Dave's office. \*Gil bursts in. Dave is on the treadmill./&fc\Their frickin' legs are stickin' up in the air. Thank God you kept out clients out of that deal. Steve HUGS him.Steve leaves him. PHIL RICHARDS approaches. He's also about Gil's age.ijreswanted to know where I thought we should take Phil Richards to celebrate his partnership.They died. TB GIL (cupping his ear, he already knew the answer) They what?Gil SHAKES his HEAD. Dave gets off the treadmill and puts his arm over his shoulders. jm, V• DAVE Then I don't know what we can do. it I, GIL (pause) ,> I can take some work home with me y on the week-end. /^V /m> ( TBhome doesn't work. Not with threeGil LOOKS UP.They linger.The girls exit. 39 INT. THEATRE - DAY i? Gil sits in the theatre surrounded by an ocean of CHILDREN. He's with Kevin, Taylor and Taylor's friends.C\* ANOTHER MOVIE CHAR. Hey. Here comes Mr. Bo-Bo-Boots.ANGLE ON GILKevin is very BORED. Gil glances at him.Kevin NODS. Gil starts away.Gil looks around to see if Kevin was overheard./f^s much. Okay? /f@&\ TB Okay.Kevin LAUGHS. He likes that.Kevin LAUGHS.f\* REVERSE ANGLE Julie getting OUT OF a POLICE CAR with her suitcase. POne BIG TWITCH.Helen NODS. There's no answer for that.CONTINUED:ANGLE ON GARRY Watching the two women from the doorway. We have no idea how long he's been there. He heads for the front door. He carries his ever-present paper bag.He exits. There's a pause.They head for the kitchen. The front door bursts OPEN. Tod enters. He looks DESPERATE.f^ JULIE I'm not, huh? TB She races OUT the door. Tod CHASES. •i JThey STRUGGLE. They TUMBLE to the ground. They fight. Helen appears with a NEWSPAPER. She begins SMACKING Tod.She stops hitting.Helen digests this for a moment, then begins WHACKING Julie with the paper.Garry, returning from garage, goes inside the house. Helen stops hitting Julie.TBJulie, I'm sorry. I didn't mean it. My brothers were raggin' on me and I couldn't back down. But last night I told them. They mean nothing. You mean everything.Tod and Julie KISS He lifts her up, carries her into the house. A COUPLE walks up the sidewalk.J0^\Helen walks to the porch and sits on the steps.Tod exits to his truck.Pause.ANGLE ON TOD, getting into his truck.i#^K JULIE An apartment. We need food, clothes, you know, - stuff.Live here. Eat my food, pay no rent, use my stuff, go to college. I need a drink. Helen STANDS UP and WEARILY exits toward the house. Julie thinks for a second. Her expression says "Might work.\*\*Frank raises the door and he and Cool stare at the car.I FRANK I (delighted) \ You like- it? \ COOL Yeah! It's great! i | FRANK I Yeah, it was junk'when I found | it. First time I got laid - well, that's a story for another time... WE HEAR BRAKES SQUEAL: yift^vLarry and Cool leave Frank OUT ON the lawn. Frank watches them go. He's thinking about what he's just watched.Gil grabs Bob by his shirt. FEAR is in Bob's EYES. The kids YELL.The kids CHEER Gil on. Gil looks over at the kids and stops./I"N it take for you to go home and not come back? (more) TB 4 7 CONTINUED:maybe some of these kids won't be permanently scarred.

seated on the sofa. She's looking at SNAPSHOTS, she's Her eyes are BUGGING OUT. Her head starts to SHAKE. OPENS and Julie rushes in. She stops short when she pictures.

turns to look back at Helen. Julie appears HESITANT. Then with fresh resolve, she turns and again walks away from the house and disappears.

(We'll call her "Grandma") She is staring. She fails to comprehend the point of this.

a door on which is written "Robinson, Thompson and Brodsky. Business Managers."

That asshole. No one was supposed to hear about that for another month.

Well, it turns out Ted and Dan weren't completely certain that's how we wanted to go.

Like what are you doing for the company? Do you help us get clients? Do you help us keep clients?

It's not enough. Every firm does good work. Look, I know you're smarter than Phil, but the guy works like a Trojan. He shmoozes clients, he brings in business, he's here nights, weekends - hell, he wears a beeper for when I need him. I own the guy. And that's what puts your name on the door.

I have to tell you, Gil, I don't consider that a realistic idea. You go someplace else, you're gonna have to get in line behind younger guys who have been there longer and are more committed and willing to take less money.

We must find the magic gumdrop. Otherwise, Fairyland will be destroyed.

Kevin is playing a VIDEO GAME. Gil, eating POP CORN, is watching

Helen is standing OUT IN FRONT of her house looking HALF-WORRIED,

Whatever you do, I'm just going to go after him. I want to start my life.

Little League uniform. Getting out of another older, cheaper, car, is a man named BOB. He wears a shirt and a cap which both say "Coach." The kids' on Kevin's team, are playing catch right near the parking area.

Away from here you may be a big shot in an office and I may be a janitor, but here, I'm the coach and you're the assistant, okay, honey?

You still don't get it. Phil brought in three band-new multi- million dollar clients. He spent the last month wining and dining these guys, getting 'em laid. He \* doesn't tell me problems about his \* kids. If his dick fell off he'd \* still come into work. He's an \* animal. That's what dazzles. Not the work. You can't do what he does. You hate that shit.

Gil is writing a check, leaning on the hood of Bob's car. \* Bob is watching. \*Gil hands Bob the check. \*Bob gets in his car.Bob drives away. \*

Gil is hitting grounders.He hits one. r^ ( v.it - (cringing) ... Aah!... Wayne, get Ben some ice. Ben? I'll get it Wayne. \*/ST^fjs, J0F\Can youNo response.The biggest boy, MATT, GROANS audibly.The kids begin to disperse. Kevin looks TENSE. Gil notices.Kevin and Gil are left alone.Kevin SMILES. He goes OUT ONTO the field. 5I:to introduce our valedictorian, Kevin Blaylock. A handsome, happy YOUNG MAN goes to the PODIUM.The AUDIENCE APPLAUDS. ANGLE ON GIL In the audience. He looks slightly older. The applause grows LOUDER. Gil stands and HUMBLY WAVES aside the adulation.One more out boys. (yells to pitcher) How's your arm, Sean? Not too tired? SEAN is GRIM. He shakes his head, "no."The OTHER TEAM gets a hit.f^ OPPOSING COACH Come on, bases loaded, only one run down. You can do it, Adam. . /ff^\ TB ADAM steps in to hit.Sean PITCHES. Adam SWINGS and hits a high POP-UP to second base. All the RUNNERS are running. The ball is hit to Kevin. He STAGGERS under it. The ball comes down in Kevin's glove... and he DROPS it. Runners score, the other team celebrates WILDLY. Kevin's TEAMMATES throw their GLOVES down hard on the ground. Gil is STUNNED.Kevin looks very HURT. He looks lost. He looks at Gil. Gil walks OUT TO where Kevin is standing. He starts to put his arm around him.They listen.(\*\*\*• I could. TB 53 CONTINUED: GUNSHOT. The bullhorn is SHOT OUT OF Gil's hand.OMIT SCENE TB

People are running in PANIC across the lawn. GUNSHOTS are heard. Two STUDENTS take shelter behind a TREE. WE HEAR faint, angry, SCREAMING in the background.

Someone's climbed on the roof of \* the Bell Tower with a rifle. \*

Matt. One more out, son. Wherever it's hit, you go for it. That's the only way you're gonna win.

Nathan enters from the bathroom. He's ANGRY. He's holding a cup of WATER in one hand and a DIAPHRAGM in the other. He's pouring the water into the diaphragm. The water is DRIPPING through a HOLE in the diaphragm. Susan looks. She's STARTLED.

He exits.56 INT. HELEN'S BEDROOM - MORNING 5f She's finishing getting dressed. She's in a hurry. She comes OUT IN THE hallway. She goes to a door. It has a combination lock on it that isn't locked.Helen hurries down the hall. She passes the bathroom. The doo>- is AJAR.She stops dead in her tracks. She almost faints.Helen grabs Julie and pulls her OUT INTO the hallway.don't be married. /\*&NTod enters.Tod and Julie exit. Helen is very UNHAPPY. Garry comes DOWNSTAIRS. Even though Garry speaks more in this scene, he's still very SOMBER.yflJS^V TBIt's not so crowded. There's a lot more room since they shaved their heads.Helen is SHOCKED.She doesn't know what to say. This really hurts.She HESITATES. He LIFTS the receiver and waits.He DIALS. She watches him with enormous anxiety. She's not sure what she's hoping will happen.Garry listens for a long time. He looks UNHAPPY. Helen begins y to CRY.He HANGS UP.Helen goes to EMBRACE him. He BACKS AWAY.He RUNS OUT. She stands there, FROZEN. Then she gets her purse and her coat and EXITS.A SEEDY, TIRED NAM in cowboy garb, is leading a fairly large HORSE around the street, with a child on it's back.The yard is CROWDED and NOISY. There are KIDS, PARENTS, FOOD, BALLOONS, There's a Western motif - bales of hay, a big wagon-wheel etc. Gil is cooking hot dogs at a barbeque. Kevin and about ten other BOYS race up to Gil./?Pv (CONTINUED'' •i•The boys run off.ANGLE ON JUSTIN.:^ff^K -J^f^S... . to barbeque?) Gil is making Kevin's TENSE FACE. EXT. YARD - DAY Two of Kevin's friends are WRESTLING while the rest of the boys watch and CHEERInvoluntarily, Karen has a sudden burst of laughter which she controls instantly. TB I'm sorry.It's all right.Grandma and Marilyn are in lawn chairs./f^V dad died, who was it that took care of you and your three daughters? Hm? It was Frank. iFrank watches the boys wrestle.64 INT. KITCHEN - DAY si Karen and Helen carry food from the kitchen to the yard. WE FOLLOW them as we go.! I'm supposed to and I'm thinking about it. .I mean, I used to work. , It was okay. But I'm better at | this. I mean, I think I'm sort ! of good at it. But then people i make me feel embarrassed like I 1 don't have goals or something. You know? Like I'm sitting around here all day eating bon-bons or something. So I don't know.TB 65 CONTINUED:to be socially activated.Karen and Helen enter with more food, and place it on the table. Before they can leave, they become INTRIGUED by the argument.Susan lowers hsr face into a bowl of H n M's. She comes up CHEWING DEFIANTLY. Nathan is DISGUSTED. Karen and Helen stare in SURFMSB.She SPITS one at him. It BOUNCES OFF his OFREHEAD.

Your hair. Your beautiful hair, couldn't we have discussed this?

He's on the front lawn wearing a SHOWER CAP. His arms are spread wide like a plans, and he's SPINNING RAPIDLY in DIZZYING CIRCLES. ANGLE ON SUSAN, NATHAN AND PATTY ARRIVING \* Patty seeami left out and BEWILDERED.

He STAGGERS, then COLLAPSES to the ground. ANGLE ON SUSAN, NATHAN AND PATTY.

They turned on me. I raised them, I nurtured them, I clutched them to my bosom and - they turned on me. Garry wants to live with Ed and Julie is writing a school composition about her husband.

Justin's HEAD is STUCK between the plastic TUBES of a lawn CHAIR. He STRUGGLES desperately to extricate himself. Gil steps in and begins to help. ANGLE ON NATHAN AND SUSAN Susan SIGHS in FRUSTRATION.

pushes it into the V.C.R. on top of Garry's TV. PORNOGRAPHY APPEARS. ANGLE ON HELEN WATCHING She's DISGUSTED, but transfixed. Susan and Grandma appear in the DOORWAY. Susan is carrying Grandma's suitcase.

Gil fishes lawn furniture out of the lake with a long pole.See, when I met him I was a little wild, I was a little out of control, he kind of... took me in hand. I liked that. He's very commanding. He got me into teaching, he got my shit together... Boy, he really turned me on.Karen eats a COOKIE.Karen SPITS OUT her cookie.Nathan enters. He feels AWKWARD.f\* (CONTINUED TB 66 CONTINUED:There's an AWKWARD SILENCE. Karen feels the tension. Justin rides by on a TRICYCLE with a BUCKET COVERING his HEAD and face. He lowers his head and butts the wall, knocking himself off the bike. He jumps up, unhurt, and runs off.

Gil OPENS the door REVEALING an attractive, but slightly cheap-looking WOMAN. The woman is wearing a raincoat, which is unfastened.She steps in. She PULLS OFF her coat REVEALING a sexy costume.Karen joins Gil. She looks at Audrey.

I'm from Party Time Entertainment. I'm the stripper. What's the birthday boy's name. 'Cause I paint it across my breasts.

He showed up at the lodge hall and they were expecting me and they beat him severely.

Audrey with her coat back on, is HANGING UP the PHONE. Gil and Karen are there.Kevin enters.She goes,J$!^\ (CONTINUEDi C\*\* TB GIL I shot him with a gun. This big. Blew his head off. There was blood everywhere. They tried to bury him but they couldn't find him.¥UCK! \*:After I blow somebody's head off, I \* always like to... make balloon animals. \* He puts his hand in his pocket and pulls out hundreds of \* balloons. He PICKS UP a BALLOON. He stretches it pro- \* fessionally, then blows in, then out, then in, then out \* and then blows a regular straight balloon \*The APPLAUD. Gil lets the air slowly and NOISILY OUT OF \* the balloon. \*The boys LAUGH. ANGLE ON KAREN She's looking at Gil with ADMIRATION. ANGLE ON FRANK He's incredulous. How can a grown man behave like this? ANGLE ON THE KIDSGil rapidly bends another balloon as if he knows what he's doing. He proudly REVEALS a MESS.More APPLAUSE. i • f\*\*Gil on roof with two water machine guns. Kids, YET \* 'Where is he?" Gil YELLS "Yo!" Gil does slow roll/fall off roof. Gil wrestling with large stuffed animal.He drops kicks the toy.6) Kids chase Gil with squirt guns. He leaves and comes back with a larger squirt gun.Gil riding the horse. Gil rides almost decently. He's carrying 1 the BIRTHDAY CAKE. He RIDES UP to the house and Karen takes " the cake. I KAREN ' (sotto) Will you get off the horse before you hurt yourself?  GIL \ (sotto, excited) I gotta make a big exit. (loud, looks at Karen) Mmmm... Cowboy Dan's woman. Well, buckaroos. Cowboy Dan's gotta be moseying that-a-way. Keep your powder and your pants dry. Well, see you in Abilene. Yip-pi-io-ki (falsetto) yayyyyy! Yee-ha! He digs his heels into the horse and it GALLOPS OFF as the kids CHEER WILDLY. WE WATCH Gil on the horse shrink in the distance. Way down the block, the horse LEAPS a HEDGE. WE HEAR Gil SCREAM faintly as he's thrown off the horse. He disappears behind the hedge."And it should be, it should be, it should be like that. 'Cause he meant what he said. And he said what heThey KISS.He exits and goes into the boys room.r~" Gil is very touched by this. He gives Kevin a kiss.She looks at him with love.They LAUGH.•: CREDIT CARD TO UNLOCK THE DOOR. TB

The kids are waiting. Gil enters, dressed in a makeshift outfit.

1 Suddenly, the kids SCREAM with DELIGHT. Down the street appears

so loud we can hear it. Her legs are moving, her arms are over her head, she's really out there. Gil comes in and SMILES. She notices him and takes off the headphones. He looks HAPPY.

FOLLOWING the flashlight BEAM we go through the waiting area,OMIT SCENE 77

then into the dentist's examination room. For a moment, nothing happens. Then all of a sudden, FEROCIOUS VANDALISM BREAKS OUT. Everything soft is SLASHED with a KNIFE, everything hard is HAMMERED VICIOUSLY, everything small is SMASHED and BROKEN. The room is left horribly destroyed. A THROWN HAMMER then smashes a FRAMED PHOTOGRAPH up on the top of the instrument cabinet. It's a picture of a fortyish man, his younger wife and a very cute four-year-old tow-headed boy. WE then FOLLOW the flashlight beam back out again.

She goes DOWN the HALL. She STOPS at Garry's door. There's a combination LOCK on it. Helen stares at it a moment, deciding.

It's a typical mess. Helen glances around looking for something. INT. GARRY'S ROOM - DAY RAPID CUTS of Helen going though everything - drawers, closets, piles of junk, etc. INT. GARRY'S ROOM - DAY Helen pulls some books off a bookshelf and finds Garry's bag. She HESITATES then reaches in and PULLS OUT three half-inch cassettes. She takes them. They are movie cassettes - the kind you rent. The boxes read "Crocodile Dundee, n "Ghostbusters," and "Top Gun." She SHRUGS. This doesn't tell her anything. She goes to put one back, and one of the cassettes SLIDES OUT OF the box and onto the floor. She PICKS it UP. On the tape itself, a label reads, "Sexland U.S.A." Helen stares at it a moment, CONFUSED. (CHelen SPINS around, STARTLE.Garry enters and SEES the movie on the TV. He PANICS.He turns OFF the TV.( \*" \*" One of those men reminded me of your Grandpa, God bless him. TB They leave.-C GARRY How could you break my lock?Garry is STUNNED.She takes it OUT OF her PURSE.He doesn't answer. He bites his LIP. He glances guiltily at his tapes. She SEES./0\*\*iGarry just SHRUGS.He SHAKES his HEAD.Tod enters. He's in a CHEERFUL mood. He's completely unaware of what's going on here. He's EATING big chocolate donuts from a box.last donut. \[messed up littl Helen RUBS her FACE. dude.She NODS.She turns off the fire.TBHe starts to go.He stops.He exits.jms a table. In the background, KIDS are playing skee-ball and other ' noisy games. /"( TB"Oh Susannah." Frank looks UPSET. Gil is carrying the kids towards the table. The kids urge him to change his mind.He sneezes quarters and passes them around.Kevin takes the change and he and Taylor and Cool, run off. Justin is CRAWLING ALL over everything. A MAN dressed as a pirate, brings the check, while a BUSBOY clears the table.I'm starting again today. Arrgh. He leaves. Marilyn goes after him. She arrives at the cigarette machine just after Frank has gotten his cigarettes. He starts to OPEN the pack when Marilyn CALMLY takes them away from him and throws them in the garbage. Frank doesn't respond. TB 82 CONTINUED:She goes back to the table. He stays. Then DEFIANTLY he buys more cigarettes, looking at her the whole time., (^ Ithose quarters so fast? Frank returns.She POINTS. They all look.r\* up? /Wl\*vKevin begins to CRY.Other CUSTOMERS WHISPERING.He's in TEARS. Frank and Marilyn stare at him. They're concerned about how badly Kevin is taking it.garbage./•W^K Gil steps back WRINGING his HANDS.f5^ TBThey'll wait with them at our house.Gil has crouched down by the wall and turned on a water nozzle that's normally used for a hose.Gil is washing his hands FRANTICALLY.He SCRUBS even harder.Gil finishes washing and flicks water off his hands. ^Ed.He almost LAUGHS./JlflflN, TB KAREN You've survived. s8A INT. VAN - NIGHT gi Gil and Karen are driving home from the restaurant. Gil's still down.Karen's EYEBROWS go UP as she gets a thought.She considers her thought. She looks at Gil, driving. He looks TENSE. She looks down at his crotch, then looks around at the highway.Her HEAD starts to go towards his pants. 85 EXT. HIGHWAY - NIGHT a5 Gil and Karen are STANDING on the side of the road. A TOW TRUCK is HOOKED UP to their van, the front of which, is smashed up. Gil is holding a HANDKERCHIEF to a small BRUISE on his FOREHEAD. Karen looks down at the ground, EMBARRASSED. The truck hauls their car away.Marilyn looks at Frank, SYMPATHETICALLY. She and Cool go inside. Larry is full of good cheer. Frank gets out of his car and OPENS the garage. Larry PULLS IN. jfl!fl^\take the car out for a spin. Purrs like a kitten. You're probably wondering why I took it out without telling you. I wanted to have it appraised so you'd know how much it was worth. Only they can't appraise it unless they have all the paperwork. Proof of purchase, registration. You got those things around?And I'11 fight anyone who says you are. i t Frank manually YANKS DOWN the garage DOOR, closing them both i inside the garage. tFrank starts to leave.Frank stops.VShut up...The truth.y^S. TB 86 CONTINUED:Larry sees that his father is overwhelmed so he chances(\* tacks.says "1H."The next card says "2He."The next card says "6C."Susan enters. She's carrying FLASH CARDS.New card.New card.Susan just; keeps going.She HOLDS UP another card.

Gil, Karen, their kids, Gil's parents and Cool are all seated at

Gil is sorting through a large restaurant garbage bin. Karen enters the alley from the restaurant. Gil looks at her with a DISGUSTED FACE.

get out. They head for the house. They HEAR a car ENGINE and Larry pulls into the driveway in Frank's classic car.

Look, I've made some mistakes and I have to learn from them... Dad, they're gonna kill me. With pain... I'm your son.

Patty is in the closet playing with Susan's clothes. She is already wearing a hat and pearls and is going through thedrawers looking for more things. She finds the shoebox. \* She drops it and it falls open. Candy and cake spill out. \* Patty STARES, AMAZED. Over the preceding and the following " we hear a muffled OFF-CAMERA ARGUMENT. Patty has taken some CANDY on to her parents' bed and EXCITEDLY UNWRAPPED THEM. She eats. Delighted, she ROLLS OVER ON the bed hitting the TV REMOTE CONTROL. " The TV COMES ON. It's a cartoon. She stares, at first BEWILDERED. Then as the cartoon becomes more violent and silly, she begins to LAUGH. The OFF-CAMERA ARGUING STOPS.The bedroom door OPENS and Nathan hurries in. Susan is behind him.Susan EXITS.

Just like me They long to be Close to You... Ah-ah-ah-ah... Close to you •I

Helen is at the front door with a fortyish man named GEORGE BOWMAN. He's very pleasant. 'She LAUGHS\*.--JJP^V TB Sure.Tod chases Garry OUT OF the living room and into Garry's room.The front door OPENS and Julie enters. She's carrying GROCERY BAGS. She's ANGRY.Tod and Garry enter. They're DISHEVELED. Tod has Gary in a HEADLOCK.

Helen OPENS the front door and Gary and Tod TUMBLE OUT WRESTT -""• They JUMP UP. It's obvious they're having fun. \*LsrL^.

Love, some. Can I ask you something? How come you finally decided to go out with me?

She pulls a RACING HELMET OUT OF the bag. Tod lets go of Garry,She THROWS the helmet at him.Garry STORMS OUT.Julie goes to her room. Helen STARES straight ahead.During the preceding, Helen has gotten up and poured herself a drink.She tosses one back.Gil... we're making Phil Richardson a partner. /i^\ TB Holy shitSiI just want to see my clients, give them the news and then I'm out of here. Friday's my last day. Don't make me a party.Steve... J0^\ Gil exits. ./iff^. TBGil is in rush hour traffic. He looks ILL. He's RUBBING his STOMACH. He grabs for an AUDIO CASSETTE and shoves it in.He tries to PULL it OUT but it JAMS. He can't get it out. He POUNDS on it. He KICKS the DASHBOARD.Taylor ENTERS with another girl, ANN. Taylor attaches herseif to Gil's leg.The boys run back in SCREAMING LOUDLY.yff^v /$fr\ TBThere's a THUMPING SOUND, FOLLOWED by CRYING. Gil takes off.

stuff - bikes, skateboards, scooters. Gil comes to a SHORT STOP, gets out and begins FLINGING the stuff OUT OF the driveway.

another boy, MILES, come careening around a corner. They KNOCK OVER a TABLE. There is a violent RUNG FUN movie playing on TV.

All five kids are in there. Justin is on the floor, CRYING./T^v ^ \GRUMBLING, the kids file out.She hands him a video cassette with the TAPE ALL OUT of the cassette, and hopelessly tangled. The kids leave except for Justin.SLOWLY, he turns it over to read the label.Why? TBRichards.i00(can't stand it) \* Phil Richards!! This is a man who \* walked out on his wife and children, \* then put all his money in his girl- \* friend's name, so that they couldn't \* touch him for child support. I \* mean he's... he's... \* (searches for the word) \* Anyway, I couldn't stand it. I \* snapped. \*What... what do you... you're... since when?-^ isn't the best time for you to be \ out of work or starting a new job. •#\*> (./-^IfflWSTB 100 CONTINUED:y#\*NThat I should have an abortion.He pauses for breath. He looks a little FRANTIC. kAREN STARES AT HIM sadly.He storms OUT OF the bedroom.Kevin comes UP THE STAIRS.- Move it.aisle.Stan STOPS. Ho SEES Little Gil.Little Gil turns into Gil. He looks BAD.f\* better than you., STAN I Gil, please. You're raving. When \* i it comes to raising kids there's \* i just one simple secret. Do you want \* to know what it is, Gil? Do you want \* to know the secret of raising kids so \* that everybody's happy? \*TWO PEOPLE with tickets seem lost. Stan notices them.Stan seats the two people, then returns to Gil.Right. This is it. The secret of raising kids... The CRACK of the BAT.A FOUL BALL SLAMS into Stan's HEAD with a loud "crack." Stan goes down like a sack of shit. He doesn't move. PEOPLE gathe- around him and almost immediately, a MAN dressed as a doctor, with a doctor's bag\*, hurries down the aisle. The doctor bends Stan. i > i /^Stan... What were you going to Scty\* • • • busiit • •Gil HITS a POP-UP. Kevin MISSES it.Gil SEES his father standing behind him.Gil and Frank go over to the bleachers. It's relatively private.Gil STAGGERS BACKWARDS.f^ spinning.Larry needs twenty-six thousand dollars or gamblers are gonna kill' FRANK Because I know you think I was t a shitty father... They STARE AT each other for a moment. )Pause.(^ TB What?I did. I hated having to go through that. The caring, the worrying. The pain. Not for me. And it's not like that all ends when they're eighteen or twenty-one or forty-one or sixty-one. It never ends. It's like your Aunt Edna's ass. It goes on forever and just as frightening. Gil LAUGHS.Gil puts his arm around him. It's an uneasy embrace.Frank SLAPS Gil's FACE, with love.Gil considers this and NODS.you even field a ground ball?Matt looks DISGUSTED by this reprimand.Matt, with OBNOXIOUS CONFIDENCE, gives his father the okay sign. The ball is pitched and a high fly ball is hit to right field. Kevin, at first STUNNED, begins to STAGGER towards it.Kevin is really STRUGGLING. It's too high. He can't judge it. f\*Matt takes off from first base and races out into right field He's going to save the day. Kevin CONTINUES TO stagger. Matt CONTINUES TO race back. The ball comes down. Kevin makes a brave stab at the ball. It lands in his glove. Just then, Matt plows into him. Kevin is sent flying. The BALL POPS OUT OF his glove. As he falls, Kevin reaches for the ball and grabs it again. He makes the catch and rolls over. He gets up and HOLDS UP the ball. The kids CHEER WILDLY. Gil goes WILD. He JUMPS UP and DOWN, flinging his fists in the air and WHOOPING. He runs out to right field with his arms held wide. Gil and all the kids surround Kevin and pound on him happily. Matt remains ALOOF.Kevin TOSSES the ball softly, but contemptuously, at Matt. Matt is SHOCKED. Kevin is ESCORTED OFF by his admiring teammates.(CONTINUEDi TB FRANK Yes. And in a few years, I'll retire and you'll take over. Meanwhile, as long as you're working, and if you'll go to Gamblers Anonymous - I'll keep paying your debt. You can stay here if you have to. And in a few years, you'll be able to support yourself and your son. ThaVs A.INT. saaam P O R C H ROOM - A FEW MINUTES LATER - DAY Frank is holding one of his CARS. He's very thoughtful. Cool enters from Larry's room. He looks WORRIED. Cool sits on the opposite end of the SOFA from Frank.\Yes.Frank looks right at him. They both speak without much emotion.He does.Cool NODS. Frank gives it to him.Cool plays with his car and SMILES SLIGHTLY.RING. Susan appears, carrying a BRIEFCASE.She reaches her classroom door. STUDENTS are filing in. A HAND GRABS her arm. It's Nathan's.A bell RINGS. The halls are clearing.She goes into her classroom. :iShe PICKS UP a piece of CHALK and begins writing on the blackboard. /\*\* (CONTINUED iSusan DROPS her chalk and FREEZES.He POINTS on "you." i \ SUSAN j Nathan, please. I'll lose my job. 1(CONTINUEDi r-yflft£t\*. TB 108 CONTINUED: SUSAN (to students) It's a wedding kind of song.Susan begins to SMILEHe's done.They EMBRACE. They KISS. The students WATCH.The family is there. Taylor is dressed like Dopey of the Seven Dwarves."7^She goes upstairs.Am>\ TB I have to do everything. (to Justin) Come on, shrimp. Justin LOWERS his HEAD and BUTTS Kevin.They go. Karen CONTINUES TO work on Taylor's ears. Gil is gathering up his video equipment. He STOPS and stares at Karen She doesn't notice. She keeps working. He CONTINUES TO stare.She STOPS. She looks up. She's SURPRISED.(CONTINUE:•/•""\* League game. Isn't that demented? •• That a grown man's happiness can depend on whether a ine-year-old catches a pop-up? I mean what if he missed?• twelve million pop-ups in the back i yard. You cut the odds f considerably. If you hadn't... Aah... She's messed up the ears.fYou know when I was nineteen, Grandpa took me on a roller coaster.He looks at Karen like what is she talking about?"} Now his look to Karen says "Grandma's senile." iShe leaves. Gil and Karen ponder.gimsy .,/f&&\Karen fires s spool of thread at him. It hits him. angry. Gil is taken aback. She gets up. She'sShe takes a step away.She EXITS. Gil is left to ponder.Taylor and Justin are in the van. Kevin is putting Grandma in the van./fli^V .-ysss TB (unhappy) I hate the roller coaster. Vhen I was a kid, I lost my hat on the roller coaster.They reach the car.Karen stares at him.over the roof of the car. she thinks he's wallowing. He stares back, refusing to cheer up. She SHAKES her HEAD. They get in.

He HOLDS Justin, who CONTINUES TO cry.All four kids begin to calk

All right. The other kids got picked up, and ours are watching a tape and Helen just dropped your Grandma off. Let's talk.

told m e t h e r e w a s a c h a n c e t h i s was happening, I might not have quit in the first place.

Well, you know, that's the. difference between men and women. Women have choices, men have responsibilities.

CLOSE-UP of a furry MITTEN wiping a seat. Stan the usher, seating a couple of FANS.

just... it's a shit factory, and I'm the foreman. I'm really afraid that I'm at a point where I might do something crazy.

team's pitcher, pitches and a ground ball is hit to short. RUNNERS TAKE OFF from every base. The SHORTSTOP boots it. MATT, the first baseman, throws down his GLOVE.

extremely NOISY. FANS CHEER and WE HEAR the results announced over a P.A. system.

Helen and Julie arrive.He's in the car.TB He CROSSES HIMSELF and CLOSES HIMSELF IN. An OFFICIAL HURRIES IN.is TENSE. The engines roar.OFFICIALS help Tod out. He's SHAKY, BUT UNHURT. \*t TB Garry helps Tod onto the truck. Julie is standing by the ba^k of the truck, not moving. She looks a little ill. Helen, about to get on the truck, stops. ' ,Reluctantly, Julie gets in with Helen. Julie sits as far away \* from Tod as possible. He looks at her. She doesn't look at \* him. She's very shaky. Helen looks at them both. Another \* TRACK OFFICIAL talks to Tod. \*week, son? The crowd sure loved it.TB No.Julie goes over and hugs him. Garry looks relieved. The truck " stops. \*Tod and Julie get off the truck. Then Garry and Helen get off. \*Tod and Julie go off. Garry stays with Helen. He is staring \* at her with new eyes. \*TB GARRY I'm glad you're going out with Mr. Bowman.He SMILES at her.He RUNS AHEAD, LEAVING Helen walking alone. Garry's last comment has left her feeling gratified. She SMILES and walks on. A DRAGSTER SPEEDS BY almost hitting her. She SPINS around almost into the path of another DRAGSTER. She puts her hand to her heart, SHAKES her HEAD and walks on. ' jfiO&sAn CFF-STAGE S N O R E . No one on stage says anything. There's a long CONFUSED SILENCE. ANOTHER OFF-STAGE SNORE.TBThe AUDIENCE SNICKERS.They all MUMBLE 'not me." ri r. r. O t r"Let Dopey do it. ^\*\*N TB do it.Taylor, as Dopey, VIGOROUSLY SHAKES her head "no." Her EARS FLY OFF. People SNICKER. Karen WINCES. All the dwarves grab Taylor and begin DRAGGING her toward the "bedroom." She RESISTS (in character). They pull harder and urge her to "come on." She's dragged almost to the door. Justin LEAPS OUT of his seat.Quickly he DUCKS UNDER a tripod and dashes ONTO the STAGE.Gil and Karen attempt to FOLLOW him, but the tripod BLOCKS the aisle. They try to move it, but the PHOTOGRAPHERS are packed in too tightly. Justin is up on stage. He begins'SWINGING his little FISTS at the other dwarves while SCREAMING 'Bad, bad, bad." He starts butting the dwarves.The TEACHER hurries over and attempts to subdue him. He RUNS away. She CHASES. He's running around the dwarves. He causes one dwarf to BUMP another. The bumpee, SHOVES back. Soon there's more shoving. The teacher grabs Justin, who SWINGS WILDLY at her. Taylor, rushing to his aid, begins to pull on the teacher's arms.Taylor, no honey. Kevin is LAUGHING. Gil looks STUNNED. He drops back into his seat. ANGLE ON STAGE While Taylor and Justin battle with the teacher, a full scale melee has broken out among the other dwarves. BEARDS and HATS are FLYING, kids are WRESTLING each other to the floor. A SECOND TEACHER, ignoring the melee, attempts to help the first teacher subdue Justin, who is still swinging his fists and SCREAMING. TB Karen SLUMPS DOWN next to Gil. She HIDES her FACE. Gil SMILES... then CHUCKLES... then LAUGHS... then bursts into HYSTERICS. While chaos reigns, Gil is now laughing so hard he's CRYING. Karen cracks up. Both of them and Kevin are ' laughing uncontrollably. Gil can't catch his breath. He looks at Karen through wet eyes. They both keep laughing. Gil mUBS> ms Karen's TUMMY. ^

She reaches Helen, who has just entered the pit area. Julie is very UPSET.

immediately, Tod's car FLIPS OVER... and over and over. The TIRES come OFF and fly away. The family all SCREAM as Tod's car hurtles to a stop off the track.

Come on son. Let's go see the doctor, make sure you're all right. We'll take care of your machine.

portraying the dwarves. Gil, Karen, Grandma, Kevin and Justin are seated side-by-side in the middle of the audience. The place is a sea of VIDEO CAMERAS. Many of the fathers have set up tripods in the aisles. There are fewer cameras at the Super Bowl. The "Actors" are not good.

Gil looks BORED, Karen mildly BEMUSED, Kevin DISGUSTED, Justin WIDE-EYED in TERROR. ANGLE ON STAGE

A DOCTOR HOLDS UP a CRYING new-born BABY. WE CAN'T SEE the mother or father.118 INT. CORRIDOR - DAY u< WE SEE a MAN from BEHIND. He's in a hospital GOWN, CAP, and MASK. He hurries through double doors from the delivery area into the lobby area.

You'd better go out in the lobby, Dad, you've got about a hundred relatives out there.

The family erupts DELIGHTED. Gil turns to GrandmaGrandma shoots him a look.

WE DON'T SEE them all at once. WE PAN. They all look UP expectantly. We START ON Frank and Marilyn. They're with Cool. NOTE: All the children look about a year older. WE PAN TO Grandma. Then to Gil with Justin. Then Kevin and Taylor. Then Karen with a BABY in her arms. Then Nathan and Patty, then Susan who is nine months PREGNANT. Then Garry, then Tod HOLDING a BABY, then Julie.

And we 're in a speeding SOVIET JEEP . Two men in front , shouldering assault rifles . HEZBOLLAH SOLDIERS . And there are three MEN in the back . A middle - aged Man wearing a tired suit and tinted sunglasses trying to hold on . And on either side of him , two Men , blindfolded . The man on one side is in his forties , hands pressed in the pockets of a well - travelled black - leather jacket . A stocky man , with the edge of a J.D. Salinger character , he 's seen everything at least once . But even he has lost some of his self - confidence , here , turning his head , sensing the wind , a blast of Arabic music that disappears behind him . He 's LOWELL BERGMAN . On the other side of the man in the tired suit is a lanky Man with a voltmeter around his neck , NORMAN .

The Jeep races up narrow winding streets of a Lebanese village . It 's shadowed by a Jeep in front , and in back , each carrying personnel armed with AK 's and a few RPG 's . And in the third Jeep are two blindfolded , not very threatening Lebanese soldiers . And as the speeding convoy passes a captured Israeli Armored Personnel Carrier covered with Arabic graffiti , looking down on them from huge murals are the stern visages of the Ayatollah Khomeini , and a Hezbollah religious leader , the Sheikh Fadlallah . And , suddenly the convoy skids to a stop . And blindfolded Lowell and Norman are roughly taken out , and pushed , stumbling , through the cloud of dust without sight . The lanky cameraman is stopped , told to wait , while Lowell is pushed past armed men guarding a small stone house , and inside .

A round - faced Man in his mid - forties , with large - framed glasses , black hair and a grey - black beard , wearing a dullbend , a turban , sits informally at a kitchen table . It 's the Sheikh Fadlallah whose face stares out at us from walls . A Gunman cradling an AK - 47 sits in an incongruous purple armchair in a corner . A torn poster of the Seychelles is on one wall . Another Gunman stands by a window . Lowell is sat down in a chair at the kitchen table .The Sheikh smiles . And the smile passes as quickly as it came . A steaming cup of coffee in a small Arabic demitasse is put down .And we 've first realized this man is not a hostage ; he 's come here voluntarily .The Sheikh quietly looks out his glasses at him , studying him . And Lowell `` closes '' :The Sheikh thinks it over and then .It 's quiet . too quiet .Silence . He hesitates , starts to lift his blindfold . He lifts it . And he sees the Sheikh , and his gunmen , are gone . The house empty . Only his Cameraman , the lanky man , left there , standing by the door still in his blindfold .The lanky man does and we see the cameraman is Asian - American .Norman gives Lowell an ironic look and tests the local current at an electrical outlet .Lowell nods and opens the curtains from this commanding height . Baalbek and the Beqa'a Valley below gold - domed mosques . A moment of triumph . He dials his cell phone .AND WE HEAR PEOPLE LAUGHING AND ENCOURAGING `` GO AHEAD . OPEN IT . ''

Please to explain, why I should agree to interview. with pro - Zionist American media?

Because I think Hezbollah is trying to broaden into a political party right now. So you care about what you're thought of in America. And in America, at this moment in time, Hezbollah does not have a face.

Perhaps you prove journalism objectivity and I see the questions first. Then I decide if I grant the interview.

You've seen `` 60 Minutes'' and Mike Wallace. So you know our reputation for integrity and objectivity. You also know we are the highest - rated, most - respected, TV - magazine news show in America.

Uh, you know, I want to ask you something. I know it sounds odd. but.

Fluctuating all over the place. Anywhere we shoot, here, it's gon na be portable gennies and we'll run cable.

Sheikh, do you mind. if you would just turn your chair a little bit to face Mr. Wallace?

Are you ready? Or you want to keep fucking around and warm up some more?

Alright, Todd, give me the three - button on Mike, please. Okay. We are rolling. Okay, Mike.

everyone thinks Canadian Mounties ride horses and rescue ladies from rapids, Mike. They backed locals in Oka in a fight with Mohawks over building a golf course on their burial site. They beat up protesters at Kanasake.

Let me see this. No,'cause I got ta know where you're going at all times.

. it's anonymous. References to `` P.M.'' -LRB- motions. -RRB- It's got to be Philip Morris, huh?

Oh, hi, Doug. it's Lowell. I'm doing this story on fire safety. People burning up from falling asleep smoking. I received a shitload of scientific papers from inside Philip Morris. Anonymous. You or anybody in FDA know someone who can translate this stuff into English for me?

No, Bergman. B.E.R.G.M.A.N. I'm a producer with `` 60 Minutes''.

How does he know he does n't want to talk to me? He does n't know what I'm calling him about.

Just so I know you know, when I talk to people in confidence, it stays that way.

I still do the tough stories. `` 60 Minutes'' reaches a lot of people.

Between journalists and management, yes, I believe they do. but I do n't take that seriously.

That, you have to discuss with CBS Business Affairs. But, for something like this, I would say anywhere between 10, 12 thousand.

. come in earlier on Mike's Marine barracks line when he's talking to Sheikh Mussawi.

Oh, Bill. Main Justice is investigating a major New York bank. Laundering narco dollars out of their Mexico City branch. You want it for the Evening News?

I want you to get legal onto CORPORATE CONFIDENTIALITY AGREEMENTS. Boundaries of their constraint. Kentucky state law about. I want you to drop everything.

And I do n't like paranoid accusations! I'm a journalist. Think. Use your head. How do I operate as a journalist by screwing the people who could provide me with information before they provided me with it?

No. I did not. Big Tobacco is a big story. And you got something important to say. I can tell.

But, yes. I did. I came all the way down here to tell you : story, no story, fuck your story, I do n't burn people.

I do n't know. you think the Knicks are gon na make it through the semi - finals?

and swore under oath that they know nothing about addiction, disease.

You come from corporate cultures where research, really, creative thinking, these are core values. You go to tobacco. Tobacco is a sales culture. Market and sell enormous volume. Go to a lot of golf tournaments. The hell with everything else.

What are you doing? Why are you working for `` tobacco'' in the first place?

Nothing's wrong with that. That's it ; you're making money. you're providing for your family? What could be wrong with that?

Because, look, here's how it lays out : if you got vital, insider stuff the American people for their welfare really do need to know. and you feel impelled to disclose it and violate your agreement in doing so, that's one thing. On the other hand, if you want to honor this agreement, then that's simple. You do so. You say nothing. You do nothing. There's only one guy who can figure that out for you. And that's you. All by yourself.

The seven CEOs of Big Tobacco. Referred to this. Said they should be afraid of him. I assume, afraid of what he could reveal.

Now, you tell me. What does this guy have to say that threatens these people?

That's not good enough. This guy is the top scientist in the number three tobacco company in America. He's a corporate officer. You never get whistle - blowers from Fortune 500 companies. This guy is the ultimate insider. He's got something to say ; he wants to say it ; I want it on `` 60 Minutes.''

I mean compelled by a Justice Department, state courts, be a witness. That would cut through any confidentiality agreement, would n't it?

Because he has to reveal it in a court of law. It's on record, it's out. It's no secret anymore. So how can they restrain his speech or retaliate? It's out in the world.

Oh, yes, yes, yes, I did. I wanted to talk to you. I wanted to hook up and talk to you. About what we were talking about in your car.

Marcuse. Yeah. He was my mentor. He had a major influence on the New Left in the late'60s. and on me, personally.

Well, my father left us when I was five - years old. He was not the most ingenious man I ever knew. Let's get back to Brown & Williamson. If you decide to go on `` 60 Minutes,'' I got to know everything about why you got fired.

They're gon na dig up stuff from your past, they're gon na throw it at you. I got to know what they're gon na throw. You understand?

You go public and thirty - million people hear what you got to say, nothing, I mean nothing, will ever be the same again.

You should. Because when you're done, a judgment is going to go down in the court of public opinion, my friend. And that's the power you have.

Are you talking to me or did somebody else just walk in here?! I never abandoned a source!

No, do n't evade a choice you got ta make be questioning my reputation or `` 60 Minutes''' with this cheap skepticism!

Words! While you've been dickin' around at fucking company golf tournaments, I been out in the world, giving my word and backing it up with action.

The stringer was supposed to be shooting B - roll on street cops in New Orleans. What's with all the horses?

you filed a lawsuit against tobacco on behalf of the State of Mississippi, did you not?

Well, I'm working with someone, now, who was the former head of research at Brown & Williamson, a former corporate officer there.

Well, he may tape an interview with us. And, we believe if his testimony showed up in a court record first, it would free him up from his confidentiality agreement and give him some protection.

Well, would you want him to call you? Or, you want to call him? How do you want to do it?

Get me to New Orleans this afternoon. I'll shoot the fucking thing myself!

I'm telling you, your agents in that office are acting improperly! Now, who are they trying to protect?

You better take a good look! Because I'm getting two things : pissed off and curious! Now, any of these guys been offered jobs in corporate security after they retire? Either one of those guys have ex - agent pals already in those jobs? Like, for instance, their ex - supervisor, who's already at Brown & Williamson as we fucking speak?

Do you think we could talk about the taping? Tomorrow's taping, just so we can get it out of the way and order.

You did n't tell her we were taping? What did she think she was coming to New York for?

Ordinary people! Under extraordinary pressure, Mike. What the hell do you expect? Grace and consistency?

Want to play that game we were playing before? You know, I think you got it up to five. I was ahead of you.

Run that Sandefur piece on `` nicotine's not addictive.'' Run that on - camera. Then cut right to Wigand with `` I believe they perjured.'' Then go wide to the CEOs all taking the oath. Back on Jeff and play the pause after the word `` felt'' on the B - side.

Yeah, they argued he was going to reveal the secret formula of `` Kools'' to the world.

`` Sealed'' does n't hurt Scruggs' litigation, and since we're the only ones with the story, I believe we're sitting on an exclusive.

I think what we're trying to tell you is that it happens all the time. This is a news organization. People are always telling us things they should n't. We have to verify if it's true and in the public interest. And if it is, we air it.

No, only that we would hold the story until it was safe for him.

Well, as a `` standard''. I'll hang with `` is the guy telling the truth?''

Is CBS corporate telling CBS News do not go to air with this story?

`` Tortious interference''? Sounds like a disease caught by a radio.

Debbie, it's me. I want you to check some filings and give me John Wilson's number at Bear - Stern.

So, what happened to Ms. Caperelli's checking with outside counsel first, all that crap?

Since when has the paragon of investigative journalism allowed lawyers to determine the news content on `` 60 Minutes''?

For the sale of the CBS Corporation to Westinghouse Corporation.

If Tisch can unload CBS for $ 81 a share to Westinghouse and then is suddenly threatened with a multibillion - dollar lawsuit from Brown & Williamson, that could screw up the sale, could it not?

Ms. Helen Caperelli, General Counsel of CBS News, 3.9 million. Mr. Eric Kluster, President of CBS News, 1.4 million.''

Oh, no, of course they're not influenced by money. They work for free. And you are a Volunteer Executive Producer.

No, I'm questioning your hearing! You hear `` reasonable'' and `` tortious interference.'' I hear. `` Potential Brown & Williamson lawsuit jeopardizing the sale of CBS to Westinghouse.'' I hear. `` Shut the segment down. Cut Wigand loose. Obey orders. And fuck off!'' That's what I hear.

I am? You pay me to go get guys like Wigand, to draw him out. To get him to trust us, to get him to go on television. I do. I deliver him. He sits. He talks. He violates his own fucking confidentiality agreement. And he's only the key witness in the biggest public health reform issue, maybe the biggest, most - expensive corporate - malfeasance case in U.S. history. And Jeffrey Wigand, who's out on a limb, does he go on television and tell the truth? Yes. Is it newsworthy? Yes. Are we gon na air it? Of course not. Why? Because he's not telling the truth? No. Because he is telling the truth. That's why we're not going to air it. And the more truth he tells, the worse it gets!

C'mon, what are you? And are you a businessman? Or are you a newsman?! Because that happens to be what Mike and I do for a living.

These people are putting our whole reason for doing what we do. on the line!

I do n't know how to say this, Jeff, except to just say it right out, so I'll say it. They do not want to air it.

Well, what do you think I'm going to do? Quit in protest? I'm not going to do that.

I'm staying right here. Doing my job. Fighting to get my show on the air. You do n't like it? Hey, I'll tell you what. fire my ass.

Oh, you know what we do or do not need to know? Since when have you become a media expert?

Jeff! Wake the fuck up! Everybody is on the line here. If they can catch you in a lie, they can paint everything with that brush. Do you understand? Everything you say!

Everything. you. say! And I ca n't defend you, man, with one hand tied behind my back! Because you keep from me. what they can discover. And they will discover everything! Believe me.

Yes. Did you lie about being on the American Judo Team in the Olympics?

Some public relations guy got a hold of a tape of an interview. where you're saying you were on the American Judo Team in the Olympics?

That's the whole point, Jeffrey. That's the whole point. Anyone's. Everyone's. They are gon na look under every rock, dig up every flaw, every mistake you've ever made. They are going to distort and exaggerate everything you've ever done, man. Do n't you understand?

That's not the fucking point, whether you told the truth or not! Hello?

And I've got to refute every fucking accusation made in this report before The Wall Street Journal runs.

Yeah, I got it. 500 pages of it. They looked in every corner of this guy's life. from a spousal abuse charge, to shoplifting, to a traffic ticket he got once for running a red light. It's Terry Lenzner's outfit, IGI. Jack, listen to me. Their strategy : discredit this guy, ruin his reputation in The Wall Street Journal, and then nobody will ever listen to what he's got to say about tobacco. He's dead. Unless I can get this thing knocked down.

To make it even a little more attractive, I do n't know if you're ever gon na get paid.

That's a good question. `` Is there any truth to any of it?'' I doubt it.

Oh, it's real selective. about as hard to get a hold of as the Manhattan phone book.

And it's bullshit. And if I'm right, are you going to put the Journal's reputation behind a story that's going to blow up in your face?

No. I should have. I told them I disagreed with you, Mike and Kluster that this segment is as good as the original. I'm not lying for you. I'm not gon na shut up for you. Not on any of it.

These are their leads, their sources. I want you to have your reporters.

Have them make their own calls. They'll find that these sources have a different story than the one that's in the dossier.

Just tell him I'm on the phone with you. My name is Lowell Bergman. Just tell him that.

Alright, now listen to me. I want you - I want you to tell him, in these words : get on the fucking phone!

I greased the rails for a guy who wanted to say yes. I helped him to say yes. Alright. You're not a robot, Jeff! That's all. You got a mind of your own, do n't you?

You are important to a lot of people, Jeffrey. You think about that. You think about them.

`` I'm Lowell Bergman, I'm from'60 Minutes.''' You know, you take the `` 60 Minutes'' out of that sentence, nobody returns your phone call. Maybe Wigand's right. Maybe I'm hooked. What am I hooked on? The rush? `` 60 Minutes''? What the hell for? Infotainment. It's so fucking useless, all of it.

Free press? Press is free. for anyone who owns one. Larry Tisch has a free press.

From my perspective, what's been going on and what I've been doing is ridiculous. It's half - measures.

. and I'd be lying to you if I did n't tell you, I'm about out of moves, Dick.

Just ran into two of your `` geologists.'' Geologists whose hands are n't all chewed up?

Well, until you do, all I can tell you is what you already know. they will not air an interview.

I ca n't get out of here til mid - morning. I'll be in tomorrow night.

Here's how it works. You ask me questions. I tell you if you're wrong.

No, I usually sit around in my hotel room, dressed like this at 5:30 in the morning, sleepy look on my face.

But in all that time, Mike, did you ever get off a plane, walk into a room, and find that a source for a story changed his mind? Lost his heart? Walked out on us? Not one fucking time! You want to know why?

I'm going to tell you why. Because when I tell someone I'm going to do something, I deliver.

No, you give me a break! I never left a source hung out to dry, ever. Abandoned. Not'til right fucking now! When I came on this job, I came with my word intact. I'm gon na leave with my word intact. Fuck the rules of the game! Hell, you're supposed to know me, Mike. What the hell did you expect? You expect me to lie down? Back off? What, get over it?

Like what? Corporate responsibility? What, are we talking celebrity here?

No, you fucked you! Do n't invert stuff! Big Tobacco tried to smear Wigand ; you bought it. The Wall Street Journal, here, not exactly a bastion of anti - capitalist sentiment, refutes Big Tobacco's smear campaign as the lowest form of character assassination! And now, even now, when every word of what Wigand has said on our show is printed, the entire deposition of his testimony in a court of law in the State of Mississippi, the cat totally out of the bag, you're still standing here debating! Don, what the hell else. do you need?

I do n't know why. I'm on the 8:10. I should be home. 9:30. I'll see you then. Love ya'. Bye.

I did? What do I tell a source on the next tough story? Hang in with us. You'll be fine. maybe?

I think I've got a problem with the gennie. I have to go outside.

Lowell. I decided to preface Sunday's show. I did three minutes on the `` Evening News.'' You'll want to see it.

. like the testimony before Congress of Dr. Wigand's former boss, Brown & Williamson's Chief Executive Officer, Thomas Sandefur.''

We 're in a SCIENCE LABORATORY . OUT OF FOCUS LAB TECHNICIANS , in white lab coats , celebrating a heavyset Black woman 's birthday . Half her presents are opened . Balloons , incongruous , floating above the lab . And there 's a sense that somebody is watching . And from the waist up , a disembodied figure comes into FOCUS behind a glass partition , as if quarantined , isolated , an expressionless MAN in his late forties , watching them .

The office soundproofed , he watches the people laughing , their lips moving . His hair not yet settled on grey , his face is changing , always interesting . Born in the Bronx , educated in Upstate New York , he retains little of the accent and much of the directness . He 's JEFFREY WIGAND . He turns to resume gathering things from his desk . some technical books , a medical text on asthma . putting them in his briefcase . And as he leaves the office , the silent party like a bizarre mime behind him .

Briefcase in hand , Jeffrey appears from the elevator from ABOVE , from WIDE and in FRONT , his eyes , frozen pools . And like a bad dream , a broad - shouldered Man , leaning against the wall near the reception island in a suit he 's not comfortable in , wearing an earphone , saying something into a lapel microphone after Jeffrey 's passed .

Light mottled through trees reflects off the car window . Jeffrey 's face goes in and out of the tunnel of light and shadow . down this tasteful , suburban Louisville street of neat houses and manicured lawns . He pulls into driveway behind a 3 series BMW . It 's a grey French provincial replica .

Jeffrey comes in and a young Girl , six , is watching television in the den . BARBARA .He pours himself a drink at a wet bar .Dutiful , she shuts off the TV , going upstairs .He looks outside . A Woman is sitting on the back porch drinking wine , reading a paperback book , drinking wine . There 's something like a Hockney painting about her against the manicured lawns . Right now the Woman comes in . She 's pretty , tall , languid , reserved , somebody it would be nice to wear on your arm . LIANE WIGAND . She has an odd delay between a thought and her speech .He does n't say anything .And it all feels suburban , familiar . Suddenly there 's a shout .Jeffrey goes quickly up the stairs into .

Slow down. Slow down. Slow down. Breathe deep. Breathe deep. Slow down, honey. Slow down. Slow down.

Pooh's dusty, sweetheart. he's dusty, and you breathed him in, okay? So what's - what's happening to you now is. cells called mast cells told your lungs `` do n't breathe any more of that dust in.''

. and the airways in your lungs are like branches. And when the branches close up, you get an asthmatic attack. And, we give you medicine, and you get better. Huh? Okay? You're better already, are n't you?

There's a severance agreement. It includes cash payouts over time and continuing medical coverage.

How did a radical journalist from Ramparts Magazine end up at CBS?

this is a Fire - Safety Product Study for Philip Morris. Burn rates. ignition propensity. things of this nature.

I could very easily explain this to you in layman's terms, because it's from another company.

This issue is a drop in the bucket. I can talk to you about what's in here. But I ca n't talk to you about anything else.

I worked as the head of Research and Development for Brown & Williamson Tobacco Company. I was a Corporate Vice President. Mr. Bergman.

What did you want to see me about? I do n't like being back here.

You declare, as a badge of honor, you do n't even know what makes water boil.

I do n't believe you can maintain corporate integrity without confidentiality agreements. I was paid well for my work. The health and welfare benefits are good. The severance package is fair. I have no intention of violating my confidentiality agreement and disclosing that which I said I would n't.

So, what you are saying is : it is n't enough that you fired me. For no good reason! Now you question my integrity? On top of the humiliation of being fired? You threaten me?! You threaten my family?!

But I will tell you, Mr. Sandefur, and Brown & Williamson, too. Fuck me?

This is my house. In front of my wife, my kids?! What business do we have?

So, you did n't mention my name? You have n't talked to anybody about me?

. so I left them a message this morning. Their expanded confidentiality agreement? I will sign it.

Johnson & Johnson. Union Carbide in Japan. I was general manager and director of new products. I speak Japanese. I was a director of corporate development at Pfizer. All health - related.

For example. James Burke, the CEO of Johnson & Johnson. when he found out that some lunatic had put poison in Tylenol bottles, he did n't argue with the FDA. He did n't even wait for the FDA to tell him. He just pulled Tylenol off every shelf of every store right across America. Instantly. And then he developed the safety cap. Because, look, as a CEO, sure, he's got ta be a great businessman, right? But he's also a man of science. He's not going to allow his company. to put on the shelf. a product that might hurt people.

The seven CEOs of Big Tobacco. they got up in front of Congress that time. it was on television.

I ca n't talk about it. The work I was supposed to do. might have had some positive effect. I do n't know. it could have been beneficial.

Mostly, I got paid a lot. I took the money. My wife was happy. My kids had good medical. Good schools. Got a great house.

I've always thought of myself. as a man of science. That's what's wrong with it.

I'm trying to. start a new career. I believe I could be a good teacher.

. and not a lot of companies in the health - care field hire ex - tobacco scientists.

Hey, hey, hey, c'mon. C'mon. We can make this work for us. Okay? It's just. it's a smaller scale. Simpler. easier. more time. More time together. More time with the kids. More time for us, okay? It's just. Can you imagine me coming home from some job feeling good at the end of the day? This is gon na be better. This is gon na be better.

Sit at Daddy's desk, okay? Why do n't you just sit up at the desk. Get out some paper and draw me a picture, okay? What are you gon na draw me, baby? An animal, something like that? You stay down here until Daddy gets back. alright, Barbara? You stay down here.

They're nocturnal. You know what that means? That means that they only come out at nighttime.

. somebody. may be following me. I do n't know. They came on the property.

I do n't want to be paranoid. I mean, maybe it's a game. Some kind of mind game.

I do n't know what the fuck I really think! Are they doing it? Is some crank doing it? Are they doing it to make me feel paranoid? Are they doing it for real and do n't give a shit what I think? I do n't know! I do n't fucking know.

Well, no, look. I mean, there was a footprint. Forget it. It's probably not important at all.

You know, I got a job now. I'm teaching high school. Japanese and Chemistry.

No, you said you were going to call me tomorrow. So, what about?

The internet said you did graduate work in Wisconsin, then went to UC La Jolla with Professor. Marcus?

Is that why you became a journalist? Then you get to ask all the questions?

My father was a mechanical engineer. most ingenious man I ever knew.

I pushed Liane one time. We were both stressed out because of the pressure. She went to her mother's.

I got fired because when I get angry I have difficulty censoring myself. And I do n't like to be pushed around!

I'm just a commodity to you, are n't I? I could be anything. Right? Anything worth putting on between commercials.

You believe that because you get information out to people. something happens?

Maybe that's just what you've been telling yourself all these years to justify having a good job? Having status? And maybe for the audience, it's just voyeurism? Something to do on a Sunday night. And maybe it wo n't change a fucking thing. And people like myself and my family are left hung out to dry. Used up! Broke, alone!

I have to put my family's welfare on the line here, my friend! And what are you puttin' up? You're puttin' up words!

They get to go home at night. What does it cost these people to do this to us? Nothing?! My girls are crying, so fuck them! I want to tape! I'm done thinking about it.

Then hold it off the air until you got that. But I want to go to New York. And I want to go on the record. Right now!

I do n't think it's unconstitutional yet to own a gun. I'm a target shooter.

Yes, I do. A.38 Target Master. In my gun safe downstairs. A.45 Gold Cup. A.22 target pistol. So what?

Yes, I get extremely emotional when assholes put bullets in my mailbox!

to talk about it. To think about it. I had a plan to ease her into it. But, I really - I did n't know how to do that.

. I believe Mr. Sandefur perjured himself because I watched those testimonies very carefully.

Part of the reason I'm here is I felt that their representation clearly misstated, at least within Brown & Williamson's representation, clearly misstated. what is common language within the company. we are in the nicotine delivery business.

The process is known as `` impact boosting.'' While not spiking nicotine, they clearly manipulate it. There's extensive use of this technology, know as `` ammonia chemistry.'' It allows for the nicotine to be more rapidly absorbed in the lung and therefore affect the brain and central nervous system.

The straw that broke the camel's back for me and really put me in trouble with Sandefur was a compound called `` coumarin.'' When I came on board at B&W, they had tried to transition from coumarin to a similar flavor that would give the same taste, and had been unsuccessful. I wanted it out immediately. I was told that it would affect sales, so I should mind my own business. I constructed a memo to Mr. Sandefur indicating I could not in conscience continue with coumarin in a product that we now knew, we had documentation, was similar to coumadin, a lung - specific carcinogen.

I sent the document forward to Sandefur. I was told that we would continue to work on a substitute, we were n't going to remove it as it would impact sales, and that that was his decision.

Yeah, there are times I wish I had n't done it. There are times I feel compelled to do it. If you asked me would I do it again? Do I think it's worth it? Yeah, I think it's worth it.

My name is Jeff Wigand. You can call me Mr. Wigand ; you can call me Dr. Wigand - I have a Ph.D. in biochemistry and endocrinology ; you can call me Jeff.

Anything else you want to call me. you'll have to do so in private.

Okay. I find chemistry to be magical. I find it an adventure. An exploration into the building blocks of our physical universe.

Mr. Scruggs, Jeff Wigand. Lowell Bergman said I should give you a call.

I'm going to be a witness for them in their litigation. So I'm going to fly to Pascagoula to give a deposition.

How does one. `` go. to. jail?'' What does my family do? Go on welfare? If my wife has to work? Who's going to look after the kids? Put food on the table? My children need me. If I'm not teaching. there's no medical. no medical. even on co - pay, that's like. Tuition.

I ca n't seem to find. the criteria to decide. It's too big a decision to make without being resolved. in my own mind.

Yes. It produces a physiological response, which meets the definition of a drug! Nicotine is associated with impact, with satisfaction. It has a pharmacological effect that crosses the blood - brain barrier intact.

`` Part of the reason I'm here is I felt that their representation clearly, at least within.''

Our favorite hotel, honey. I checked into Room 930. Odd choice? Huh?

I do not think that you `` know'' for me. what it is to walk in my shoes.

. for my kids to have seen it. for them to know why I've put them through what I did. the public airing of that. the testament to why I did what I did. you're telling me is not going to see the light of day.

Well, how is that any of your business?! That is not something that you people need to know!

. I was young. I was young. confused. We did n't handle it the right way.

She did not sue me. We had a dispute over money. I settled it, she dropped the complaint.

What kind of shit is this? I was not on the team, I sparred with the Olympic Team. okay?

A can opener! A $ 39.95 can opener. I cancelled payment. It was junk.

You ever bounce a check, Lowell? You ever look at another woman's tits? You ever cheat a little on your taxes?

Whose life, if you look at it under a microscope, does n't have any flaws?

What does this have to do with my testimony?! I told the truth! It's valid and true and provable!

I've got to teach class. I've got to go. I've got to teach class.

`` Up to you, Jeffrey. That's the power you have, Jeffrey. Vital insider information the American public need to know.'' Lowell Bergman, the hot show who never met a source he could n't turn around.

. you manipulated me. into where I am now. staring at the Brown & Williamson Building. It's all dark. Except the 10th floor! That's the legal department. That's where they fuck with my life!

`` I believe Mr. Sandefur perjured himself. Because I watched those testimonies very carefully.''

Okay, so let's get back to it. Alright, now, what we saw there was.

`` There are times. I wish I had n't done it. But there are times that I feel compelled to do it.'' `` I've - if you asked me if I would do it again or if it's - do I think it's worth it. Yeah. I think it's worth it.''

if you are, then I'll take Barbara to soccer and take you to dance after.

What are we supposed to do? What about our medical coverage ; what about our health? What about our car payments? The payments on this house?

That's where our babies were born. Debbie took her first steps, right there. in the grass.

I told him that you had an E - mail death threat that said if you did n't shut the `` F'' up, they were going to kill you.

Yes, very. You know, I enjoy your work so much. when you're talking to somebody, I always feel like I'm right there.

An interview! Do you know what they will do to us! I thought. Sorry.

I'm going to the store. Please explain our new `` houseguests'' to your children.

I do n't think I can do this. I want to stand by my husband. I really do, Jeffrey. But I do n't think I can do this anymore. I am so sorry.

And a little girl , eight , sitting on the floor in a ballet leotard , her head back , wheezing , her neck muscles contracting and bulging , her face pale , lips white , and her eyes filled with fear as rapid , shallow breathing induces a sense of suffocation . DEBORAH WIGAND is having a severe asthmatic attack .Jeffrey sits her on the side of her bed next to which is a Nebulizer , an air compressor to deliver medication via a tube into a circular mouthpiece . The compressor whirs . Deborah breathes in the medication . Jeffrey brushes the hair back from her face and wipes perspiration from her forehead as .Liane rushes in with rolled - up towels , kneels in front of Deborah , smiling to mask anxiety , and goes into the bathroom with the towels and turns on full blast the bathtub 's hot water . We do n't know why yet . Deborah 's chest heaves . She 's scared . Jeffrey gets in front of her and talks to her to arrest her attention .And the medication 's taking effect and she 's calmer . Liane , hands clutched in her lap , smiles at Deborah . Now she takes Deborah 's hand and exchanges a look with Jeffrey . Jeffrey 's a good father , a natural caregiver .

Jeffrey , Liane and the two Girls silently eating dinner , Deborah in a bathrobe .He goes into the kitchen , to the stove , seeing .And Liane going outside .

She opens Jeffrey 's car looking in the front seat at the cup holders . She turns to leave and sees the backseat filled with two boxes and the books we saw him take .He looks at her . There 's an unspoken moment when it seems he 's desperate for her to ask how he 's feeling . But she does n't and now there 's a wall up and the moment passes .She 's stunned . He leaves . And as Liane 's completely still , her accessories seeming literally to weigh her down , she wants to ask how he is , how he must be feeling , and she turns into CAMERA towards him to do that . But he 's driven off down the street .

The Sheikh , wearing a fresh white robe and skull cap , comes into the room .REVERSE : Norman 's camera crew is setting up . MIKE WALLACE is there . A dangerous combination of intelligence , arrogance , and celebrity , there 's a kinetic quality about him . Wallace sits across from the Sheikh on a dais of patterned linoleum in incongruous armchairs against a wallpaper mural of a French formal garden . A Sound Technician wires the Sheikh and Mike with microphones . Norman says something to Lowell and then goes out .Mike turns his chair to face and slides it closer to the Sheikh 's chair . The Head Bodyguard barks something in Arabic . The Interpreter says something back in Arabic . The Sheikh , absorbed in his notes for the upcoming interview , ignores all of this .The Bodyguard , bristling at Wallace 's tone , barks more confrontational Arabic .As Mike leaps forward , moving inches from the Bodyguard 's face with such sudden ferocity , even the Bodyguard flinches .More armed men start to enter .The Sheikh looks up from his notes , nods , fixes his chair , goes back to his notes .They know each other well . Lowell smiles . Wallace sits down .They roll camera . `` 60 Minutes '' . `` Hezbollah '' .The Sheikh did n't expect the Mike Wallace opening shot between the eyes . He recovers .That expression of incredulity .Mike , tipping his glasses down while the hostile Gunmen , cradling weapons , watch him through the doorway .The ballsiness of Wallace , asking these questions in this place , is impressive .

Will you tell him that when I conduct an interview, I sit anywhere I damn please!

What the hell do you think I am? A 78 - year - old assassin? You think I'm gon na karate him to death with this notepad?

Americans believe that you, as an Islamic fundamentalist, that you are a leader who contributed to the bombing of the U.S. Embassy.

`` President Assad of Syria said that difficult obstacles remain but that his country, quote, ` looks forward to a great, long peace with Israel.'''

He's got a corporate secrecy agreement? Give me a break. This is a public - health issue, like an unsafe airframe on a passenger jet or. some company dumping cyanide into the East River. Issues like that? He can talk, we can air it. They've got no right to hide behind a corporate agreement.

Yeah, well, questions will go toward what work you did there, why you were fired. And others will deal.

You heard Mr. Sandefur say before Congress that he believed nicotine was not addictive?

All of us did. There was this whole line of people. whole line of CEOs up there all swearing.

A delivery device for nicotine. Put it in your mouth, light it up, and you're gon na get your fix.

You're saying that Brown & Williamson manipulates and adjusts the nicotine fix, not by artificially adding nicotine, but by enhancing the effect of nicotine through the use of chemical elements such as ammonia.

In other words, you were charging Sandefur and Brown & Williamson with ignoring health considerations consciously.

And on March 24, Thomas Sandefur, CEO of Brown & Williamson had you fired. And the reason he gave you?

And, do you wish you had n't come forward? You wish you had n't blown the whistle?

After we corroborate it. That's why we've never lost a lawsuit and run a classy show.

I took off on Tisch. I took off on corporate. They'll know they're not going to see everything on Sunday night.

Do me a favor, will you? Spare me, for God's sake. Get in the real world. What do you think? I'm going to resign in protest? To force it on the air? The answer is `` no.'' I do n't plan to spend the end of my days wandering in the wilderness of National Public Radio.

Time? Bullshit! You corporate lackey! Who told you your incompetent little fingers had the requisite skills to edit me! I'm trying to Band - Aid a situation, here, and you're too dim to.

`` Mike?'' Try `` Mr. Wallace.'' We work in the same corporation does n't mean we work in the same profession. What are you gon na do now? You gon na finesse me? Lawyer me some more? I've been in this profession fifty fucking years. You and the people you work for are destroying the most - respected, the highest - rated, the most - profitable show on this network!

. thousands of documents from inside the tobacco industry have surfaced over the past year, documents that appear to confirm what a former.''

. US Surgeon General and the current head of the Food and Drug Administration have been saying. We learned of.''

. a tobacco insider who could tell us whether or not the tobacco industry has been leveling with the public.''

. that insider was formerly a highly - placed executive with a tobacco company.''

. but we can not broadcast what critical information about tobacco, addiction and public health he might be able to offer. Why? Because he had to sign a confidentiality agreement with the tobacco company he worked for.''

`` The management of CBS has told us that knowing he had that agreement.''

. if were to broadcast an interview with him, CBS could be faced with a multibillion - dollar lawsuit.''

`` The fact is, we are not allowed even to mention his name or the name of the company he worked for and, of course, we can not show you his face.'. and your confidentiality agreement with.

`` So, what are they gon na do? Sue you for making this appearance?''

`` The former executive has reason to bet on being sued, for major cigarette manufacturers.''

Oh, how fortunate I am to have Lowell Bergman's moral tutelage to point me down the shining path. To show me the way.

In the real world, when you get to where I am, there are other considerations.

I'm not talking celebrity, vanity, CBS. I'm talking about when you're nearer the end of your life than the beginning. Now, what do you think you think about then? The future? `` In the future I'm going to do this? Become that?'' What `` future''? No. What you think is : how will I be regarded in the end? After I'm gone.

I did Iran - Gate and the Ayatollah, Malcolm X, Martin Luther King, Saddam, Sadat, etcetera, etcetera. I showed them thieves in suits.

I've spent a lifetime building all that. But history only remembers most what you did last. And should that be fronting a segment that allowed a tobacco giant to crash this network?

In it is the whole sordid story of what went on inside our shop.

And in the editorial. It accuses us. of betraying the legacy of Edward R. Murrow.

Now, this is what we're going to do. We're going over to Black Rock.

`` CBS Management would n't let us broadcast our original story and our interview with Wigand because they were worried about the possibility of a multi - billion dollar lawsuit against us for tortious interference. But now things have changed.''

It 's still . A MAIL TRUCK is stopped at an odd angle in the street outside an older brick house with a bold redwood Big Sur - like fence on a hillside . Beyond the truck is a forever view of the Bay . A handle turns . Mail truck door opens . Mailman , carrying a box , going through the gate . Doorstep . Box is deposited there . It 's quiet again . The BOX sitting nakedly by the front door .

Lowell , in sweat pants and an old tee shirt now , is on the telephone , still in bed . Newspapers , The New York Times , The Wall Street Journal , San Francisco Chronicle , are spread all over . home as refuge . A tray with large cups of coffee is on a side table .The other phone on a nightstand rings . A Woman in her forties , SHARON TILLER , enters , in a bathrobe , brushing her teeth . She answers it .He takes up the line . listening .A young Man in his early twenties wanders in .Lowell waves at JAKE , his son .Lowell 's son sits on the bed looking at part of a newspaper . And another young Man , in his early twenties , with long hair comes strolling in , Sharon 's son , JOSIAH .Lowell , still on the phone , waves to him .Josiah sits on the bed too , reading the back of the sports section Jake is reading . Another line rings , Sharon getting it . The Boys , used to them , get up , and leave .

So, it's a big country with a free press. You can go work somewhere else.

The Boys coming out of the house together . And seeing the BOX by the door .And they go out the gate , talking , walking off along the Berkeley street . The box left waiting by the door .

Lowell comes with the box back to bed . He 's already unwrapped it . Inside are stacks of papers . He looks at the box cover . No return address . An anonymous sender ; not unusual for him . He casually looks through the papers .He gives her some papers . We see formulas . scientific data in tables .As he looks at the papers , Sharon goes into the bathroom .

We see a MAN in his forties , eating a late lunch , getting paged in a crowded cafeteria . An old 1930 's WPA mural on the wall . His pager goes off . Doug Oliver walks across the cafeteria to a bank of pay phones and dials .

There 's the sound of a phone ringing . PULL BACK to reveal Lowell outside a cafe with dry cleaning he collected over one shoulder . A LITTLE GIRL 'S VOICE OVER -LRB- Deborah 's -RRB- answers . `` Hello . ''There 's a whisper . `` Someone 's calling for Daddy , Mom . '' Behind Lowell is a humming Berkeley street . He gestures familiarly to a Server , who brings out his two take - out cappuccinos . Lowell nods his thanks , pays .Lowell waits for some moments , and .

I did n't tell you that so you could just pick it up and take it away. Jeffrey!

And she hangs up . Lowell 's motionless . And his interest piqued , he sets down his cleaning . He calls back . The phone rings and rings . A MACHINE picks it up . Jeffrey Wigand 's Voice : `` This is the Wigands ' . If you 'd like to leave a message or send a fax , start now . ''

And we see Jeffrey Wigand , sitting at his desk in his office , working on his computer , hearing Lowell .He hangs up . Jeffrey does n't react , quietly working on his computer .

This is Lowell Bergman with `` 60 Minutes''. I'm doing a story on fire safety and cigarettes. I have scientific documents from a tobacco company, and I could use your help as a consultant explaining these documents to me. My number is area code 510 - 555 - 0199. I'll be there, at this number, in 10 minutes.

. I'm gon na be in the lobby of the Seelbach Hotel in Louisville, reading The New York Times, tomorrow, at five o'clock.

We have a couple. One's hers, one's mine. Everybody uses a different name.

I heard you. But I got to arrange a legal defense first. I got to get you to testify in court, get it on public record.

You never told me you were married before. that you had a daughter.

It's Lowell. Are you guys planning to do a piece on a former top executive in Big Tobacco?

Mr. MacDougal, my name is Lowell Bergman. I'm a producer for `` 60 Minutes''. I'm concerned with a friend of mine who's staying at your hotel right now.

Remember that night at P.J.'s? You asked me if we were sitting on something `` explosive''?

CBS corporate leaned on CBS News which yanked an interview we did with a top - ranking tobacco scientist. A corporate officer. They are trying to close down the story.

Lowell 's restless , waiting . And not getting a call back , he tries another tact . He writes a FAX , `` Please call me at . '' He writes his number down . He sends the Fax . He 's still . It 's quiet . And not getting an answer he gets up , starting to leave the room . And suddenly the fax machine RINGS . He turns . He reads a message emerging from the machine . `` I ca n't talk to you . '' He 's quiet . He writes on a piece of paper . `` Ca n't talk to me ? '' `` Wo n't talk to me ? '' `` Do n't want to talk to me ? '' As he faxes it back .

Lowell , waiting . The fax machine rings again . He reads Jeffrey 's answer . `` Ca n't . '' `` Wo n't . '' `` Do n't want to . '' He 's quiet , more than just interested , now . There 's something beyond intriguing here . He turns . He looks through a stack of phone books for something . a nationwide 800 directory . He looks through it and dials Wigand 's phone number again .

Wigand working on his computer . Lowell 's VOICE on his answering machine .Lowell clicks off . And as Wigand sits at his computer , giving no indication what he might do .

An old hotel with faded carpets . Lowell in the lobby reading a New York Times , waiting . And instead of looking up every time somebody passes , he looks down at people 's shoes . A pair of black wing tips walking by . A woman 's high heels . A pair of men 's tasseled loafers . A lace - up brown . A pair of tennis shoes . A cordovan wing tip . The pair of tasseled loafers walking by again . And Lowell looks up . And the Man in the tasseled loafers , turns away . It 's Jeffrey Wigand in a suit and a tie with a Fortune 500 , corporate - executive bearing . Lowell crosses to the elevators . Wigand looks around the lobby and follows Lowell in , and as the doors close .

Brilliant late afternoon sunlight . We PULL BACK to see Jeffrey , standing by a window , silently looking outside to the left . Lowell , cool , waiting , hands in his pockets , in the middle of the large room .A sudden KNOCK on the door .Room Service brings in a tray with coffee . As Lowell signs the bill , the Room Service Waiter waiting , looks at Wigand . Their eyes meet . The Waiter looks away .And the Waiter leaves .Lowell gives him his cup of coffee .Lowell smiles .Lowell looks at him , he does his homework .Wigand 's quiet , measuring him .Lowell gives him the box of papers . Wigand sits down , the box on his lap , quietly looking through them . flips to a different heading , consults a chart .He puts the papers down .And Lowell knows something else is going on here .A lot more is going on here . Lowell nods , a good reporter .Wigand nods `` Okay . ''He turns to leave . Lowell gets the door for him . Wigand momentarily slows .And he goes out the door . Lowell 's still . Wigand 's job title resonates . Lowell turns to the window , casually looking into the early evening . and he comes face to face with what Wigand was staring at , The Brown & Williamson Tobacco Company Headquarters Building , lit up right across the street .

TAIL LEADER . THEN BLACK . Suddenly lights come on . Executive Producer DON HEWITT is suddenly on his feet . A veritable dervish , in constant motion .Mike , used to him , ignores him , getting up , turning to leave , Hewitt on his tail . while .And Lowell gestures for an olive - skinned Woman in her late thirties , Lowell 's assistant , DEBBIE DELUCA , to join them . The eye contact on the way out says there 's something important he needs to tell her .

It's a Peabody, Mike. When you're dead and buried, Hezbollah is the one they're gon na remember you for.

Corporate has some questions. We've got a meeting at Black Rock first thing in the morning.

Why? You think we have liability? What's the CBS News' position, Eric?

It's an alternate version. So what if we have an alternate version? And I do n't think her being cautious is so damned unreasonable.

CBS does not do that. And, you're questioning our journalistic integrity?!

You are a fanatic. An anarchist. You know that? If we ca n't have a whole show, then I want half a show rather than no show. But oh, no, not you. You wo n't be satisfied unless you're putting the company at risk!

End up in a high - profile lawsuit with Lowell, the First Amendment martyr? I do n't think so.

Take a look at this. This is a summary of a dossier that's being prepared.

He would lie about his whole life? Who's going to believe him about anything he says?

The Wall Street Journal's doing a major story and I think the Post. You backed the wrong horse.

The version without his interview is going to air the week after next.

No, not that. I'm talking about the Associated Press. They got this story that we pulled this interview and they talked to Mike and I. Did you tell them that we were lying?

The news division has been vilified in The New York Times, in print, on television, for caving to corporate interests!

The New York Times ran a blow by blow of what we talked about behind closed doors! You fucked us!

Hey, it's old news! Stick with me. Like always, we'll be okay. These things have a half - life of fifteen minutes.

There 's a blast of NOISE . The City . Lowell , Wallace , Hewitt , Debbie , enter from the CBS lobby , moving through the reflections . Lowell is about to say something to Debbie , but BILL FELLING , Evening News ' Assignment Editor , coming the other way .Midstream , fast :

Lowell , crossing .And , now , as they cross Madison .Hewitt stops to buy a newspaper . He does n't have change , Debbie does .

What I mean is, like, how does it cut through the confidentiality agreement?

front page. There's a picture of Wigand. Article's entitled, `` Getting Personal,'' by - lined to Suein Hwang and Milo Geyelin. Wait, hold on a second, Lowell.

The sub - heading is, `` Brown & Williamson Has a 500 - Page Dossier Attacking Chief Critic.'' It quotes Richard Scruggs calling it `` the worst kind of an organized smear campaign against a whistle - blower.''

And Mike , Lowell and Don bang into Michael 's restaurant . We SEE them through the glass , being greeted , people shaking their hands , escorted by the maitre d' to their table as .

Meanwhile , it 's static . Still , frozen . Jeffrey sits in the RECEPTION AREA of The Brown & Williamson Tobacco Company headquarters . Complimentary cigarettes are arranged on tables . A dark quiet . The hush of big business . Standing in the background by a wall next to the banks of elevators , is an ever - present Man , another one , with an earphone and lapel microphone .He gets up , crossing to an elevator .

THOMAS SANDEFUR is absorbed in spreadsheets of regional sales figures . Dark pouches are under his eyes . He does n't look up . He does n't look healthy . We 're in a luxurious office with a view of Louisville . Jeffrey is waiting in a chair . Sandefur is Brown & Williamson 's CEO . Two LAWYERS , their briefcases , like weapons , close at hand , sit on a couch . Their jackets are off . They wear expensive shirts .Surprisingly affable , Sandefur prides himself on his salesman 's sunny manners . He has a mellifluous Georgia accent .Sandefur smiles , used to him .And there 's a warning behind it .And there 's a seriousness that weighs heavily on the room .And he 's acutely aware of the threat behind it .Jeffrey slowly turns to face the attorney . And we see on his face the true nature of this man .And with that he gets up , and leaves . And it 's quiet .

Sorry. I'm accepting an award from the Retinitis Pigmentosa Foundation. It's going to kill the rest of my day.

And, he gets out there and he has five strokes on us. He has more concentration than anybody I've ever met. It's spooky how he can concentrate.

Jeffrey says exactly what's on his mind. Most people consider what they're saying. social skills. Jeffrey just charges right ahead.

Now, I know you understood the nature of the confidentiality portion of your severance agreement with Brown & Williamson, Jeff.

You know, I came up through sales. One of the reasons I was a great salesman, was I never made a promise I could n't keep.

I knew that if I ever broke my promise I'd suffer the consequence.

we worked together for, what was it, three years? Now, the work we did here is confidential, not for public scrutiny. any more than are one's family matters.

About the direction of research here, we may have had our differences of opinion.

I appreciate all that, Jeff. But, upon reflection. we've decided to expand our zone of comfort with you.

So we've drafted a supplement to your agreement. it broadly defines and expands in more detail what is `` confidential.'' Nobody will be able to say, `` Well, hell's bells, Margaret, I did n't know that was a secret.''.

If we `` arrive'' at the conclusion you're acting in bad faith? We would terminate, right now, payouts under your severance package. You and your family's medical benefits. And initiate litigation against you, Mr. Wigand.

Dr. Wigand. after you've examined the document, you will see it is in your own best interest and you'll sign it.

They 've finished lunch . Wallace and Hewitt are turned to talk to Sam Cohn and an older writer as suddenly Lowell 's cell phone rings .

and my little girl has acute asthma. Deborah. My eldest daughter.

We see a brightly lit , golf driving range , empty , the wet grass under the lights vibrant , emerald green . A caged cart , with one big yellow headlight , like some kind of strange insect , drives across the range , picking up golf balls . And we see Jeffrey hitting golf balls , driving one after another , after another . His swing is powerful , angry , a lone golfer , trying to chill out . He pauses , spent . Settling down , he exhales . Then , he looks down the way . And he slows . He sees in the far distance , spot - lit , one other lone golfer , a Stocky Man , incongruously in a suit and tie , watching him . And the Man in the suit right then , with great power and a tremendous follow through drives a golf ball . The ball slamming into the steel net . And the lights SUDDENLY go out . The range closing for the night . The `` insect '' comes to a stop . And it 's quiet , dark . Jeffrey gathers up his clubs . He crosses , his golf shoes , the metal cleats , clicking on the pavement , toward the PARKING LOT . And there 's the sound of the clicking of golf shoes behind him . He turns . And the stocky Man in the suit , carrying a golf bag walking some distance behind him , staring at him . Jeffrey comes to the parking lot . It 's empty . Just Jeffrey 's car , and despite all the empty spaces , another car , purposely or otherwise , parked right next to his . He crosses to his car , getting in .

He drops the three clubs in the rear seat and settles behind the wheel . He turns . And he sees the Man in the suit has gotten in the car next to his . They look at each other . The Man , in no hurry , lights a cigarette , relaxes . It 's malevolent as hell . And Jeffrey , suddenly , grabbing a golf club , jumps out of his car .

Golf club in hand at the driver side window .The Man starts his car , and drives off nonplussed . It 's still . And as Jeffrey with the golf club stands in the empty parking lot , not knowing what 's threatening him , something real , something imaginary .

A violent rain 's falling . And we see Jeffrey coming out of the house holding an umbrella over his little Girls . They start towards the car . There 's the sound of a car door shutting . Liane , carrying lunch boxes , comes after them .She slows , seeing someone . Jeffrey turns : it 's Lowell . He 's surprised .The Girls climb in the car . Lowell crosses behind the Audi around the far side .Jeff closes the door on his daughters and joins Lowell around the far side of the car .It starts to rain harder . They look at each other . Jeffrey , without saying a word , gets in the Car . He backs out . Lowell , left standing in the driveway with Liane in the rain . Liane goes back into the house . And Lowell starts back across the street to his car . There 's a sound . He turns . Jeffrey 's car , having gone around the corner , has come back and stopped in the street .Lowell hesitates , then gets into the car in the back seat .

They drive away . Lowell , incongruously sitting in the back seat with Barbara . Jeffrey and Deborah in the front seat . And it 's quiet , just the sound of the wipers on the window . And as Lowell rides with them .

We see the Car 's parked in a weed - strewn empty lot . Rain , pounding on it and the surface of the river beyond .

The Girls are gone . We enter mid - scene . Lowell 's still in the back seat .The sound of the rain .Wigand smiles . as their eyes meet in the rear view mirror . A subtle connection . It passes .

Jeff 's car in the field , the giant Colgate - Palmolive clock behind . The rain stopped . Steam rises from the weed strewn empty lot . Lowell 's in the front seat . And we get the feeling they 've been talking for hours .He looks at Lowell , as if needing validation .It 's quiet . After some moments .Jeffrey does n't say anything .Lowell 's evenhanded . is it too evenhanded ? As Wigand contemplates the edge he 's standing on , they 're quiet . Then Wigand sees the time .Lowell nods . Jeffrey starts the car . The windshield wipers screech on a dry window . Their eyes meet . As they drive off . we HOLD on the Colgate - Palmolive Clock .

We 've entered mid - scene . A monitor on a cart plays a 1/2 - inch VCR of a C - SPAN broadcast . Seven CEOs of Big Tobacco . in front of a bas relief of the American eagle . Each in turn swears nicotine is not addictive or he does n't know anything about health risks , they 're not sure , maybe , maybe not , etc .And , now , we see Lowell , Mike Wallace and Debbie DeLuca with two staff Lawyers , MARK STERN and JOHN HARRIS , sitting around a workstation used as an improvised eating area . Beyond them are the `` 60 MINUTES '' offices , workstations , piles of material , television monitors hanging from the ceiling , all tuned to CBS programming .Lowell 's been quiet , thinking about something else . Now .Pause .

What that is is tobacco's standard defense. It's the `` we do n't know'' litany : `` Addiction? We believe not. Disease? We do n't know. We take a bunch of leaves, roll'em together. You smoke'em. After that? You're on your own. We do n't know.''

Because of this guy's confidentiality agreement, he is never gon na be able to talk to you.

The unlimited checkbook. That's how Big Tobacco wins every time. On everything. They spend you to death. $ 600 million a year in outside legal. Chadbourne - Parke. Ken Starr's firm, Kirkland and Ellis. Listen. GM and Ford, they get nailed after 11 or 12 pick - ups blow up. Right? These clowns have never. I mean ever.

not even with hundreds of thousands dying each year from an illness related to their product. have ever lost a personal - injury lawsuit. On this case, they'll issue gag orders, sue for breach, anticipatory breach, enjoin him, you, us, his pet dog, the dog's veterinarian. Tie him up in litigation for ten of fifteen years. I'm telling you, they bat a thousand. Every time. He knows that. That's why he's not gon na talk to you.

If you could engineer it into the court record, you might have something. They would have a helluva time trying to restrain his speech then, would n't they?

Yeah, but what venue? And where does he get - does he have killer attorneys?

He's gon na need attorneys who are n't afraid of risking years of litigation. And millions of dollars of their own dough in legal costs.

The aftermath of a high school lunch . Tables , covered with litter , as far as the eye can see . And we see Jeffrey sitting with a formidable Black Woman in her mid - fifties , the High School Principal , CYNTHIA WATSON , drinking cups of coffee .She 's quiet . She senses this applicant has a lot on his mind .She nods , studying him . They get up .

The house is nearly empty . Liane , arms folded across her chest , is quietly standing in the empty living room . Jeffrey comes down the stairs .And it 's quiet . And Liane holds herself , overcome .And they 're quiet .Liane looks at him , afraid . And as he moves to hold her .And instead of this downturn turning them against each other , it brings them closer together . And as they stand in the empty house .

We see unpacked boxes in the small 1970 's kitchen . Country - western music is playing on a radio . And we see Liane busily putting things away in a cabinet . And , then , stops and looks out the window . She tightens a knob on a cabinet . There 's a moment of domestic peace for her as she sees .

Jeffrey with the Girls in a part of the backyard , kneeling in the dirt , planting a vegetable garden , putting in some small tomato trellises . We see the house , now . It 's a small , one story . Deborah sees her mom and waves . It 's an image from the 1950 's post - war boom . Liane waves back from behind the pane of glass .

Jeffrey 's asleep on his side next to Liane , her back to him . His arm is draped over her , protectively . There 's a sound . He turns . And he sees Barbara in her nightgown , standing in the doorway .Fast , soundlessly , he 's out of bed into old moccasins and trousers .

Jeffrey goes into a corner of the basement , around the corner from the furnace , where his `` office '' is now . Unpacked boxes are on the floor . He fumbles with the combination lock on a small gun safe , lifts the lid , taking out a hand gun . Barbara followed him .He keeps it hidden from Barbara . He goes up the stairs .

It 's still . He steps further out onto the lawn with its dark shrubs and small tree in the corner .

Meanwhile , Barbara in the basement , starts as the water heater comes on , scaring her . She goes up the stairs to follow after her father .

Meanwhile , Jeffrey has crossed towards the darker back corners . Sudden rustling . He spins , gun ready . And the yellow eyes of a RACCOON stare at him .The raccoon defiantly bares its teeth . Jeffrey starts to go . but he sees something and stops . Meanwhile , Barbara has come to the sliding glass door . Jeffrey sees one of the tomato trellises is crushed , stepped on . and in the vegetable garden 's earth , are distinct , fresh , deep FOOTPRINTS .Wigand steps between her and the garden , hiding it . EXTREMELY CLOSE ON JEFFREY , as he covers , trying to keep from his daughter the invasion , trying to control his emotions .He crosses to her , putting his arm , around her , walking her back inside .He locks the sliding glass door , takes a last look outside .

It 's dark , save a light from the living room . Liane , in bed , seemingly sleeping . And we see Jeffrey , just outside their door in the foyer , sitting on the floor against a curved wall , a drink at his side on the telephone . A man with no one to talk to .

He looks at Liane for beat . We SEE his POV in medium shot . Then he moves and sits on the floor in the living room .And it 's quiet again .

Lowell sitting in bed on the phone , alarmed , sharing Wigand 's fears .

And Jeffrey 's emotions are back in check as .He takes another drink .Jeffrey 's impressed by Lowell 's perceptivity .He looks at Liane in the next room , asleep .Jeffrey hesitates , holding the phone , then he hangs up . but the phone RINGS right away .But there 's thick silence .They hang up . And he realizes he 's talking to a DIAL TONE . He hangs up . And as he sits in the patch of light from a street lamp , the gun in his hand on his lap , to be up all night guarding his family .

And past Liane 's sleeping form down the hall into the living room is her husband , his back to her , sitting in the trapezoid of light . And as we DOLLY along her side , we come upon her face and discover she 's been up all along and her eyes are pressed shut , her hands over her ears . her reaction to his raging on the phone . She 's far from `` OKAY . ''

And we see Lowell and Wigand sitting in their stocking feet at a traditional Japanese table in a private screened room . A traditionally - dressed Japanese Waitress waiting to take their order . Wigand conversing with her in Japanese . The Waitress formally nods , and leaves .And Wigand drinks some more saki .And he 's begun to consciously or unconsciously `` sell '' .Wigand does n't react .Lowell is getting very close , in spite of the value of Wigand , to telling Jeff to take his story and stick it up his ass .Wigand abruptly rises .And turning , he crosses the restaurant . And that 's where it hangs .

And we see we 're watching footage in an on - line editing bay from what we will learn is Lowell 's `` N.O.P.D. Blue '' on police corruption in New Orleans . Lowell , TONY BALDO -LRB- his editor -RRB- , Debbie and an intense YOUNG MAN wearing glasses , an Intern , looking at the cut . All the police are on horseback , lots of cops on horses . Lowell is waiting for a call to go through .

And we see the PILOT , a fit - looking , unassuming man , wearing aviator glasses , in his late forties . A heavyset Man in his forties , riding up in the co - pilot 's seat we 'll come to know as RON MOTLEY . The Pilot 's on a headset . He has a distinctive Southern accent .

Has he decided to go public? Because let me tell you, we've been doing this for three years now, and we've worked with a lot of corporate cases involving whistle - blowers, so we know. Big Tobacco will do everything in their power to stop him. So, is your man truly committed?

Well, we'd certainly be interested in making his acquaintance, but without knowing what he's going to do.

My co - counsel, Ron Motley, and I have filed a lawsuit against the tobacco industry on behalf of the State of Mississippi to get the state reimbursed Medicaid costs for treating people with smoking - related illness.

If you'd be interested in talking to us, we'd certainly like to talk to you.

Now, what this one is, is a temporary restraining order, a gag order, issued by a Kentucky court.

I was just explaining to Jeff, they got a Kentucky court to issue a gag order to stop his deposition today.

Now, they tried to get the Mississippi Court to honor it, but the judge threw it out.

However, for you, there is a more perilous effect to the Kentucky gag order.

Possibly, yes. That is one of the possible consequences of your testifying here today. That's right.

I know what you're facing, Jeff. And, I think I know how you're feeling.

In the Navy I flew A - 6's off carriers. In combat, events have a duration of seconds, sometimes minutes. But what you're going through goes on day in and day out. Whether you're ready for it or not, week in, week out. Month after month after month. Whether you're up or whether you're down. You're assaulted psychologically. You're assaulted financially, which is its own special kind of violence. Because it's directed at your kids. what school can you afford. How will that affect their lives. You're asking yourself : Will that limit what they may become? You feel your whole family's future's compromised. held hostage.

But, now that the version without Jeff ran. what's the chance of getting his interview on the air?

. I'd be lying to you if I did not tell you how important it was in the court of public opinion.

Through the window , we see Scruggs ' plane being refueled while Scruggs and Motley in a run - down lounge are talking on a SPEAKER PHONE with Lowell . They 've taken over the Secretary 's office for privacy .The phone rings .Scruggs and Motley exchange a look . Motley shrugs .At this moment , these two attorneys are unsold on the prospect of Jeffrey Wigand . Scruggs disconnects .

That's right. If you violate the Kentucky order, when you step foot back in Kentucky, they can find you in contempt and they can incarcerate you. And you ought to know that.

Okay, Jeff, I'm going to sit you down at that table over there. I'm going to start as fast as possible. I do n't want to give them a chance to get another restraining order, okay? Let's go.

You understand, Dr. Wigand, you are under oath. This is a sworn deposition. There's no judge. It's not a trial.

There an echo in here? Your objection's been recorded. She typed it into her little machine over there. It's on the record. So now I'll proceed with my deposition of my witness. Does it act as a drug?

Oh, you got rights and lefts! Ups and downs and middles! So what?! You do n't get to instruct anything around here! This is not North Carolina, not South Carolina nor Kentucky. This is the sovereign State of Mississippi's proceeding. Wipe that smirk off your face! Dr. Wigand's deposition will be part of this record. And I'm going to take my witness' testimony! Whether the hell you like it or not!

TIGHTEN on mounted New Orleans police at crime scene , herding crowd .

Liane cooking dinner , making pasta . Ingredients , diced tomato , basil , are neatly ordered . She 's waiting for water to boil . The kids are doing homework on the round table in the kitchenette . It 's an idle moment . She 's dazed - out watching them .And now she hears from the basement the BELL RING on Jeffrey 's computer . It 's a tiny bell , incessant . She crosses to the basement stairs .

Liane down the stairs , approaching Jeffrey 's computer . And she SEES an incoming E - mail icon - a large letter with wings - flying repetitively across the screen . The bell RINGING is louder . She calls - up the E - mail . On the screen in large RED letters : WE WILL KILL YOU . WE WILL KILL ALL OF YOU . SHUT THE FUCK UP . And now Liane is shouting and running up the stairs and .

Jeffrey , having arrived home from work , pulls the mail out of the mailbox , now stands , frozen , staring at something . And he sees , standing upright in the back of the mail box , like a monument of threat , a single hollow point .38 CALIBER BULLET . He freezes . And simultaneously . Liane and the Girls are running toward him . like in a bad fucking dream . He 's looking at them . Liane is saying something about E - mail , but his slow - motion attention is still arrested by the statuesque bullet . As they close on him .

And we see Lowell lit by FLASHING POLICE LIGHTS . We 're at a crime scene . Uniformed cops on horseback . Just arrived , the Cameraman 's unloading his gear , preparing to shoot B - roll .Police moving around as Lowell 's cell phone RINGS .

Dispatch received a call of shots fired in the area. Uniforms arrived on the scene and found this white male subject shot to death.

And two older , local FBI AGENTS # 1 and # 2 are sitting with Jeffrey in his living room .Now one of the kids is crying , Liane trying to calm her , takes her out of the room .And he gets up . They follow him into the bedroom . He unlocks the side drawer on his night stand , taking out a gun , giving it to one of the Agents .And we hear Liane 's voice from downstairs .And we see Liane following FBI Agent # 3 , coming up the stairs from the basement , and the Agent is carrying Jeffrey 's computer .Agent # 3 starts out of the house with the computer followed by # 2 . Jeffrey runs out after them .

We have a search warrant, Mr. Wigand. There's been a death threat.

Agent # 3 ignores him , putting the computer in the trunk of their car . And FBI Agent # 1 , the .38 bullet in a baggie , comes out of the house .His shoes slip on the grass and he falls . And the FBI are getting into their car . And NEIGHBORS have come out , watching them . Liane and the girls , standing halfway down the front lawn , the neighbors looking at them . She and Jeffrey look at each other . Will she go to him or not ? She goes to him as he rises .

And we see a Man in his early forties , a neatly - dressed man who prides himself on his appearance , at his desk in the Bureau -LRB- FBI -RRB- . BILL ROBERTSON . He 's completely distracted , focused on agent travel orders .

Let me tell you something, Lowell. Look, look, look. You're talking about two agents in a regional office in Louisville. I got the goddamn Unabomber threatening to blow up LAX! I got ta move 45 agents from all over the country into L.A. Alright? When I get a chance, I'll give it a look.

I promised you a three - hour heads - up. well, here it is. Have a camera crew standing by in Helena, Montana on Tuesday and I'll give you a three - hour head start. Alright? By the way, that was a hell of a good show tonight.

And we slide by some elegant diners to fall onto Lowell and Mike Wallace with Jeffrey and Liane in the Hotel 's dining room , having ordered dinner .And she laughs .But she suddenly gets up and leaves , hurrying out of the dining room . And Jeffrey oddly does n't move .Jeffrey abruptly crosses to the nearby Bar .And Lowell leaves the table . And as Mike Wallace sits at the table , looking around , wondering what the fuck he 's doing there .

And we see a small TAPING STUDIO separated by flats and black curtains from other CBS News sets . Cameras are set up .

And we enter mid - scene on Jeffrey in a more formal demeanor , sitting in a chair , Mike Wallace sitting across from him , under the lights , taping an interview . Lowell , off camera .Lowell 's reaction . Jeffrey 's statements are stunning and powerful revelations . and dangerous ones to make .

Not too many kids paying attention . Meanwhile , Jeffrey has written his name on the blackboard .Nobody raises their hands .A couple of laughs . And we feel Jeffrey , for the first time is in a milieu that suits him .

Scruggs ' office is decorated with watercolors of Phantom jets and A - 6s as Scruggs takes off his glasses .

Jeffrey Wigand is on a pay phone in the corridor crowded with students .

Jeffrey drives up the block and onto his driveway . Seeing a MAN in a suit , an ear piece in his ear , disappearing around the corner of his house , Jeffrey leaps out of the car . But the front door 's open . So instead of chasing after , he runs inside .

And he sees another Man is in the living room .And he sees Lowell enter from the dining room .Wigand catches his breath .And Wigand looks at Lowell . Barbara comes into the living room and holds onto her father 's leg .She goes over and holds his hand . And as he holds her hand , seeing what his life has become , he looks up and his glance connects with Lowell .

How are you doing, Mr. Wigand? I'm Jon Talifaro. There'll be three of us on detail.

We see out the window a Security Guard , incongruous , walking by . And we see Liane , finished with the dinner dishes , silently wiping off the sink . There 's a pall you could cut with a knife . A moment , and Jeffrey comes in the kitchen door from the garden . He stops to wash his hands in the sink .But he ignores her , washing his hands . And she turns the water off . He turns it back on . He thinks , then turns it off . Then she turns it on .And she turns and leaves the room , coldly , all her anger repressed . For Jeffrey , everything else and now this ? The running faucet .

The house on the quiet suburban street . A Security Guard , incongruous , a noticeable bulge where his shoulder holster is , sitting watch under the porch light on the small front porch in a metal porch chair .

And we see Jeffrey , unable to sleep , sitting at his desk , alone in the basement , listening to classical music . He instinctively turns . And he sees Liane , in her bathrobe , has come down to sit on the basement stairs . He looks over at her . And he thinks she 's come down to make up . And all she really wants him to do is say , `` I need you . '' But he ca n't . And like ships that pass in the night , nothing 's said . It 's quiet . She puts her hands protectively in her robe pockets . And she starts to cry .She goes back up the stairs . And as Jeffrey sits in the basement , and the music plays .

We see Jeffrey and his Security Man . He passes a small Filipino Woman in a nurse 's uniform and a Man in clerical garb , who hands him a small American Flag , asking for donations . And , now , he passes through the metal detector . He nods thanks and walks towards us , relaxing , looking behind every so often to see if anybody is following him . As he passes Gate 3 , he HEARS over his shoulder .Jeffrey turns and the Man throws a sheaf of SUBPOENAS at his chest .And he turns and walks off . And as Jeffrey looks down at the subpoenas .

Jeffrey is sitting with Scruggs and Motley in Scruggs ' kitchen around a semi - circular counter . Coffee and sweet rolls . It 's casual . No one 's dressed for court . Scruggs has been looking through the sheaf of subpoenas . About Motley , we sense power held in reserve .Meanwhile , a movie - star handsome man in shirtsleeves and a tie , a coffee cup in his hand , enters and sits casually on the arm of a chair .And Jeffrey fairly turns white , it 's never occurred to him he might go to jail .He leaves . And Jeffrey 's quiet , frightened . Having shaken the departing Moore 's hand , he now turns away from Scruggs and Motley , thinking about consequences .Jeffrey 's skeptical anybody could know `` how it is '' .

Dr. Wigand, listen, you may not be able to do this thing. As I understand from Dick, you're our key witness. And, I hope you do n't withdraw. I guess we'd all understand if you did.

Guys, I've got to go. I'm gon na be late for court. I'll see y' all a little later. Dr. Wigand, good luck.

. in my opinion, is an industry that has perpetrated the biggest fraud on the American public in history.''

A white , traditional , Southern house , with a veranda and gables . a large front lawn with weeping willows . And we see Lowell , hands in his pockets , not an insider or an outsider , waiting alone on the expansive lawn . The front door opens . A Mississippi State Trooper , putting on his round brimmed hat comes out and crosses the driveway . Then Jeffrey coming out with Motley . Motley talks to him on the veranda for a moment and then heads towards his car . Meanwhile , Jeffrey comes down over to Lowell on the lawn . And Jeffrey looks off , across the street from the house , at the Gulf . And we see the street is blockaded by Mississippi State Police cars . An armed camp . Other men in suits , Lawyers and state officials , wait . Ron Motley gets in his car and drives away .And they 're quiet , a breeze of the Gulf ruffling their coats . He looks out at the water , a cargo container ship passing by . He watches its slow progress . And Jeffrey quietly starts to walk off across the lawn , hands in his pockets , shoulders bent , head down , thinking . And Richard Scruggs comes out , tying his tie , to wait beside Lowell .

Motley 's car parks , and he and an Assistant are approached by a flurry of media from the parking lot behind us , crossing Canty Street to intercept him . And we SEE the lot is jammed with Mercedes - Benzes , Town Cars and limousines belonging to the 150 - 200 Big Tobacco , Wall Street lawyers . Some hang out by their cars , killing time . It 's a tailgate party . Beyond them are trucks and vans with satellite dishes supporting the media circus . They 're all here for Jeff 's deposition . The scale of it dwarfs the plebeian storefront with its sign `` Temporary Jackson County Courthouse '' . into which Motley enters .

One TOBACCO LAWYER , an Edward Bennett - type while waiting is on his cell phone .JR. . LAWYER crosses to Motley .

Would you please ask Mr. Motley if he expects his witness to appear or not?

. not to answer that question in accordance to the terms of the contractual obligations undertaken by you not to disclose any information about your work at the Brown & Williamson Tobacco Company. And in accordance with the force and effect of the temporary restraining order that has been entered against you to by the court in the State of Kentucky! That means you do n't talk!

Jeffrey alone on the jetty , looking out to sea . Trying to decide , trying to untangle identity and consequence . A moment . He turns , crossing to Lowell and Scruggs . Then . it 's the three men , standing on the lawn . Time seems to slow . all of them aware it 's a critical decision , personally and historically .They 're quiet . Jeffrey , getting nowhere . Lowell offers .Long pause on Jeffrey as he contemplates his future . And something just got resolved . He asks Lowell , rhetorically .Nothing 's changed . Wigand looks at them . He found his own answer .And Dick Scruggs and Lowell look at this normal , somewhat flawed , very courageous man .And there 's a sudden flurry of activity . Jeffrey and Scruggs walk to a Mississippi State Police car . Lowell gets into his car and drives away , separately . Police , State Officials , run to their cars . Cars starting , lights flashing , Wigand 's car pulls into position .

in the back seat with Scruggs . The driver 's a State Policeman . Jeffrey watches the small town of empty lots , old buildings , a 1930 's Deco school pass by . It 's all heightened , especially vivid to his eyes somehow . And he exhales heavily to calm himself , to focus .

Some of the Tobacco Lawyers , their jackets off , still hanging across Canty Street by their cars . And now they see the police lights turning , coming around a corner , moving towards the courthouse . The caravan stops . First , Scruggs gets out . A moment , then Jeffrey appears . And the Reporters pounce on Jeffrey , cameras flashing . Mississippi Police leading him through the crowd . Moore appears at courtroom door -LRB- already there -RRB- . And as he 's whisked away into the courtroom .

The tobacco lawyers become dead quiet . Cell phones are hung up . Newspapers are put away . Jackets are donned . This is now very serious business . Motley meets Jeffrey , all eyes on him .Motley calmly motions Wigand to take a chair . He settles in .He spells it for them .

Please stand. Raise your right hand. Do you swear to tell the truth, the whole truth and nothing but the truth, so help you God?

Motley still conducting the inquiry . And the tobacco lawyers , like a pack of dogs , waiting to pounce .

Lowell stands on the porch looking out at the rain . There 's a slight sound . He turns . And Jeffrey 's come outside . He stands leaning on the porch railing , looking out at the rain and windswept trees . They 're quiet . They share a look . They nod to each other . The smallest nod of accomplishment . And they 're there on the porch , alone , outside the house in Pascagoula , Mississippi .

We see Lowell , unusually buoyant in the same clothes as yesterday . He 's working with Tony Baldo on a cut of the show , the net result of his architecture of events , his combination of persuasion and integrity . We see on the Avid monitor a single of Jeffrey .Widen to include Debbie DeLuca , the Intern , two other Editors , Felling . They have gathered behind Lowell in the doorway . This is a hot show and it 's generated excitement among Lowell 's co - workers . And while Baldo cuts , we see .

the group has spilled out the doorway , watching Lowell 's story come together . Beyond them , approaching , is Mike Wallace , coming to work .People separate as Mike pushes in . Lowell sees Mike . While Tony Baldo is making the edits on the Avid .Don Hewitt enters from the corridor without jacket .Baldo now runs Lowell 's edit of the above sequence . And we SEE THE IMMEDIATE IMPACT . Sandefur in CLOSE - UP states `` I believe that nicotine is not addictive . '' Wigand in matching CLOSE - UP states `` I believe he perjured himself . '' Then all seven CEOs of Big Tobacco stand up and raise their hands and take an oath in front of Congress to tell the truth while Wallace says '' . the whole line of people , the whole line of CEO 's up there , all swearing that . '' And Wigand says off - screen with great emphasis `` Part of the reason I 'm here is I FELT '' . and it cuts to Wigand for a pause that makes the word `` FELT '' resound and , then , he goes on to say on - camera `` that their representation clearly misstated what they commonly knew . We 're a nicotine delivery business . '' We see the combination of art and truth woven into impact that has an audacity that 's stirring and beautiful .

We see an anonymous rental car moving through downtown Louisville .

It 's Jeffrey in the front seat , driven by one of his security men . He 's coming home under the cover of darkness . They pass a FLAMING CAR on the freeway shoulder . Jeffrey turns to stare at it . They turn off onto city streets and stop at a light . Jeffrey 's nervous . Jeffrey instinctively turns . A Police Car stops alongside . The Policeman looks at him . Eyes meet . Jeffrey looks away . The signal takes forever . It changes . And as the Police Car moves off .

The car 's stopped at the curb . Jeffrey gets out . He starts up the walk , and the Second Security Guard quickly crosses the lawn to intercept him . And Jeff opens the door going inside , anxious to be home .

The house is quiet , dark . Too quiet . Too dark . Something is n't right . He crosses to one of the children 's rooms . the master bedroom . The lights are on . Both rooms are empty . He goes into the kitchen and sees a note that 's been left for him . He opens it . He sits heavily in a chair , reading the note . The Security Guard peers . And as Jeffrey sits in the silent house , the hero come home .

We 're at a table . Mike and Lowell laugh at some joke while HELEN CAPERELLI , CBS GENERAL COUNSEL , enters with the President of CBS News , ERIC KLUSTER .Also there is Don Hewitt . Caperelli is too well put together , too practiced , too polished . They nod . They do n't need coffee .Whatever that means .And Lowell hears a changed note in Wallace 's voice . After a beat .As if on cue , the alarm on Helen Caperelli 's watch beeps . She glances at it .She gets up , gathering her things .And taking up her briefcase , she leaves . Don and Mike rise .Lowell finds himself angry and alone . He crosses to the window and pulls out his cell phone and goes to work .

Alright, I thought we'd get together because there's a legal concept that has been getting some new attention recently, `` tortious interference.''

If two people have an agreement, like a confidentiality agreement, and one of them breaks it because they are induced to do so by a 3rd party, the 3rd party can be sued for damages for interfering. hence, `` tortious interference.''

And `` 60 Minutes''' verification is exact. And precise. And I do n't think it would hurt to make sure you're right. on this one.

But one we have to check on, Mike. I've retained outside counsel to do exactly that. On a segment, I might add, that's already rife with problems.

And, I'm told there are questions as to our `` star witness''' veracity.

Our standards have to be higher than anyone else's, because we are the standard. for everyone else.

Well, with tortious interference, I'm afraid. the greater the truth, the greater the damage.

They own the information he's disclosing. The truer it is, the greater the damage to them. If he lied, he did n't disclose their information. And the damages are smaller.

If this holds up, and it very well may not, Mike. but, if it did. And we aired this segment? And CBS was sued by Brown & Williamson? I think we could be at grave risk.

Well, at the end of the day. because of your segment. the Brown & Williamson Tobacco Company. could own CBS.

You're getting ahead of yourself. We're all in this together. We're all CBS. We'll find out soon. Thank you, gentlemen.

There has been so much soul searching about this Wigand, I've decided we should cut an alternate version of the show without his interview.

That's happening. And, hopefully we wo n't have to use the alternate, but we should have it in the can.

We're doing this with or without you, Lowell. If you like, I can assign another producer to edit your show.

So, now, if you'll excuse me, gentlemen, Mr. Rather's been complaining about his chair again.

. a close look at the file, and independent research by this newspaper into its key claims, indicates that many of the serious allegations against Mr. Wigand are backed by scant or contradictory evidence.''

Hewitt 's on an unrelated call . Lowell crosses to look out the window , a manila folder -LRB- the filing -RRB- under his arm with whatever he found out , like a bomb , feels distant from these people . The door opens , and Eric Kluster , the President of CBS News enters .Hewitt hangs up the phone .Lowell 's stunned . He looks like he 's been hit with a hammer .As they start to leave .And Lowell takes out .And there it is .

We see Sharon in a vegetable garden in their side yard . She turns , seeing him standing behind her . After a moment . She knows .And the phone RINGS . Sharon goes in the house to get it . She comes back out .

And we see Wigand looking rough , unshaven , sitting on a couch in a hotel room . And we see his belongings , clothing , some boxes , a bottle of vodka , his computer , what 's left of his world , are around the room .

The last of the daylight shadows his office .Lowell 's quiet . And Jeffrey starts to hang up .And Jeffrey hangs up .

Jeffrey silently sitting in the chair . We COME AROUND and see why he 's been purposely sitting there . Why he 's chosen this room . Directly across the street is the Brown & Williamson Building . The lights are on . The building lit up . And in an upstairs office Brown & Williamson lawyers , moving around a conference room , talking . And as Jeffrey looks out the window .

A peaceful , suburban street . Small houses . A PRIVATE INVESTIGATOR -LRB- P.I. -RRB- from IGI , in a raincoat , getting out of a car , going up the walk . He knocks on the door . Some moments . A Woman in her late forties , handicapped , in an electric cart answers the door .

Well, I'm an investigator and I was - I was wondering if I could ask you a couple of questions about that?

And on a TELEVISION SCREEN , SUSAN WIGAND , the woman in the electric cart , giving a taped interview to the P.I .We PULL BACK to see John Scanlon and his Staff watching the tape . His firm 's logo , public relations campaigns for some of his high - profile clients are on the walls . Scanlon 's on the phone talking with somebody as the tape runs .He stops , listening to the videotape .And as we end in a sea of documents , affidavits , court records , all from Louisville , all about Jeffrey . We understand the war has only been begun .

seven months after we were married we found out that I had multiple sclerosis.

. come on, Tommy Sandefur told me himself, he's not gon na allow Brown & Williamson to be demonized to the American public, so I told Peter Jennings and I. hold on.

Would it be fair to say when he divorced you he left you in a precarious situation? You had multiple sclerosis ; you had a small child to raise.

Mention that part in the executive summary and in the chapters `` First Wife'' and `` Estrangement of Daughter.''

So, I was telling Pete, I said, `` You've been taken in by this guy.

But you have to understand, the divorce was something that we both wanted.

He's a total bullshit artist. He's a shoplifter. He's a convicted shoplifter.

Lowell , in his office , his door open for anyone to see him , an immovable force , sitting behind his desk . Hewitt appears in his doorway .Hewitt looks at him .And he gives him a copy of it .He turns and starts off along the hall . As he goes .Lowell watches him walk away . Debbie enters .

And Wigand is in the phone booth at the High School . students walking by .His voice carries , a student looks over .

And he realizes he 's said it too loud , a couple of passing students stop , looking at him .

Wigand 's quiet . He looks out the phone booth . After some moments .

And we 'll go back and forth .And we see , unbeknownst to Wigand , the P.I. in the raincoat , who interviewed his ex - wife , coming out of an administration office , walking towards us along the hallways .The P.I. in the raincoat passes Jeffrey , now , and does n't even glance at him .And Wigand 's quiet , a deep , dark depression . The school bell RING snaps him out of it .Wigand 's quiet .And he SLAMS the phone down . And as he stands in the phone booth , like a man in a glass booth , all alone .

ON the door to the roof . It SLAMS open . An enraged Lowell enters and walks out into the cold rain . Like a prize - fighter , shoulders hunched against the cold , he buries his hands in his jacket pockets . He crosses to the edge of the roof high above the city . He 's pissed off . He takes out his cell phone . He dials . Lowell hears background NOISE .

Twenty sub - editors and section heads sit and stand in a clear area . One of them , a large man , is CHARLIE PHILLIPS on a cell phone .

I'll take a look at what you got. But I'm not moving any deadlines'cause you say so.

A busy New York street . Light mist . And we see Lowell is on the phone in a phone booth .

A townhouse with a commanding view of the Bay . And we see a broad - shouldered man in his late forties sitting at a desk on the phone . JACK PALLADINO . His wife , SANDRA SUTHERLAND , sitting across from him on another phone . They 're Private Investigators .Palladinos exchange looks ; she nods .Lowell hangs up and walks towards us to enter .

Fine, thank you. I'm doing a background check. Mind if I sit down?

Your honor, could I have a word with you? You presided in a dispute over support payments.

CLOSE on Lowell entering , moving through the crowd of sports writers , feature writers , sub - editors , etc. . He comes upon a rugged - featured man , JIM COOPER from The New York Times , sitting next to Charlie .Lowell looks at Cooper quizzically .Just then Jim 's wife enters . They exchange greetings .Cooper and his wife leave . Charlie and Lowell are alone in the crowded bar .That 's the way it lays . In a different , personal tone .

Hey, listen, I hear you guys are sitting on something sensational over there.

You mean, `` 60 Minutes'' is letting CBS corporate decide what is or is not news?

And we see a Policeman sitting at the counter having a cup of coffee .He turns as Sandra Sutherland sits at the counter to the left of him .

An older Man is on the bench . He 's just recessed his court . As everybody streams out , going against the tide is Jack Palladino . He approaches the judge , crossing to a side door .

Lowell 's destroying his own work product , taking apart his creation that we saw earlier to be so impactful . Tony gets a call as Hewitt enters .

CBS is under criticism, because the CBS News program `` 60 Minutes'' will not be presenting an interview.

`` Reporting from CBS World News headquarters in New York, good afternoon. There has been a major break in the case of the so - called ` Unabomber.' CBS News has learned that a remote homesite outside Lincoln, Montana has been under FBI surveillance.''

A suitcase is on the floor . Lowell , finishing packing up his things from his office .And he sees Wallace has stopped at his door .Wallace waves Lowell 's remark aside and exits . We dwell on Lowell until he exits .

into the hall . Dan Rather introduced Mike . As Lowell exits , we SEE Hewitt , Kluster and Caperelli outside of Hewitt 's office watching . Lowell , disgusted , takes a cursory look and moves towards the elevator . But he hears .Lowell turns to see Wallace shouting up at the monitors in disbelief .Wallace moves in on Kluster .It was a big mistake . Now , he turns on her . Zeroing in , getting closer .

A Range Rover pulls up . Charlie Phillips gets out . He crosses to Lowell who 's been waiting by his own taxi .He hands Charlie a folder with the brown notebook inside that is the partially complete Palladino/Sutherland/Lowell work product .Charlie starts looking through the Palladino / Sutherland/Lowell work product . Meanwhile .

And we see Jeffrey in a quiet Bar . The television 's on , the sound low , the midday news . As Jeffrey looks up and sees his photograph on TELEVISION . In his LOCAL WORLD the impact is :And Jeffrey looks as if something just detonated inside of him . WE 'RE LOOKING AT MIKE WALLACE SITTING IN FRONT OF A BACKDROP ON `` 60 MINUTES , '' ON A TELEVISION .

And in local news, WLKO Louisville has gained access to a five - hundred - page dossier on former Brown & Williamson research head Jeffrey Wigand detailing charges of spousal abuse, shoplifting.

And Jeffrey sitting alone in the hotel , watching the show .And as we look at Jeffrey 's face , set in stone .

And Don Hewitt in his house in the Hamptons , alone in his bedroom , watching the show .

Mike Wallace is in his study , watching the show alone . As we slowly move in on Mike , seeing himself on television .And the look on his face says : HE DOES NOT LIKE THIS .

Jeffrey , watching the show .And all we can hear is an ELECTRONICALLY - ALTERED VOICE and the BLANKED - OUT image of a man .Jeffrey , motionless . A man , no longer with a face or a voice . And as he gets up , and quietly turns off the television .

Wallace , has n't moved , still in his chair . He stares , ignoring the CBS programming , on the phone , making a call .

Lowell , walking up the sand , his cell phone rings .The look on Wallace 's face says he thinks so , too . It 's obvious . He hangs up the phone .

Lowell is on the phone , now . The moon lights the water , the empty beach . He listens as a phone , through STATIC , RINGS and RINGS and RINGS .

And we hear the phone RINGING . We slowly PAN across the hotel room . We see on the floor a pair of men 's tasseled loafers . A discarded sport jacket . And we see Jeffrey , barefoot , sitting in a chair in the center of the room . He 's looking out the window at B&W . The curtains are blowing . And he 's still . The sound of the phone RINGING and RINGING .

David? David, you've got a call on line 4. I think you better take it.

And we see the Hotel Manager , walking along with a Security Guard , and now KNOCKING on Jeffrey 's door . And when there is no response , the Manager nods to the Security Guard , the Guard using a pass key , unlocking the door . But the door stops , the chain - lock drawn . The Manager looks in through the chain . and he can see Jeffrey sitting in the chair .Jeffrey 's still . The Manager quickly takes a cell phone from the Security Guard .

And now the walls behind MORPH into a green daytime garden , the garden behind his house . And as we DOLLY AROUND Wigand , more walls MORPH into the side yard , and , turning slowly , he sees Barbara and Deborah in the emerald - green grass . They stop and smile , then they stare at us , at their father . And he looks at his children , at an idyll lost . The chair , the man are the only real objects left in the view from inside his head .

Lowell anxiously moves along the beach , trying to be heard , the phone chattering with static .

And even he 's surprised by his language . And suddenly Jeffrey gets up , unlatches the door , grabs the phone from the Hotel Manager . Wigand in the hotel corridor , Lowell standing knee - deep in the water .CLOSE ON JEFFREY : standing in the room with the blowing curtains .And for the first time , Wigand smiles .And the grave situation passes .

Sharon 's cooking across the room . And there 's just the sound of the ceiling fan turning .And as the fan squeaks , turning . Lowell stares at Sharon . WE SEE SNOW IS ON THE GROUND .

Between two curved colonnades of SNOW - covered trees drives a rental car . CLOSER , it 's Lowell . His POV spots a dirty SUV and he pulls into park across from a coffee shop in this out - of - context mountain town . His pager beeps . He looks at it . He detours from the coffee shop to a pay phone on the corner of the Moose Lodge .

And we see the back of a crowded courtroom . Richard Scruggs is standing in the rear amongst bailiffs an witnesses , talking on his own cell phone .Waiting media are relaxing as Scruggs continues to Lowell .Sudden STATIC . Scruggs now exits the building , past the metal detector , seeking better reception .

The Governor of Mississippi is suing his own Attorney General. to abandon litigation against Big Tobacco.

And the courthouse doors suddenly burst open , Michael Moore and his attorneys coming out . Scruggs comes further down the steps so he can hear , away from Michael Moore who begins answering questions from the Press .

Lowell walks right in and up to a booth and a COUPLE in hiking pants and hiking boots . They look up at him .And we sense something is all wrong here .Lowell nods . They look at each other and they both know there 's a lot more than meets the eye . And as Lowell gets up and leaves .

Lowell is in a T - shirt and sweat pants , sitting in an old , re - upholstered - one - too - many - times chair in a room barely big enough for a chair , a bed and the TV/VCR combo on the cheap dresser . It 's playing Lowell 's cut of the full Wigand interview . He watches the show that will never see the light of day .Then it cuts to all seven CEOs of Big Tobacco raising their hands and taking the oath in front of Congress to tell the truth while .And the PAUSE after the word makes `` FELT '' resound , and as it CUTS TO Jeffrey ON CAMERA saying .And Lowell FREEZES after the image . He gets up , looking out the window through the curtain with the spill from the neon motel sign . Outside are horse trailers . He goes back to watching the show . standing there . in touch with his own creative work product and the ideas inherent in it in this decision - making process that we feel is critical to him . Turning , he dials the phone and we intercut with .

`` All of us did. there was this whole like of people, the whole line of CEOs up there, all swearing that.''

Okay. About this whistle - blower. Did Mike and Don go along with the corporate decision?

I'm assuming the cave - in begins with the threat of litigation from Big Tobacco. Are we talking. are we talking Brown & Williamson, here?

No answer .MOVING CLOSER into the face of Lowell . His gaze falters . His eyes go back to the motel TV mutely frozen on the show . Whatever he 's seeing there , his gaze is steadfast .

Cab pulls to curb and a raincoated Man emerges . We SEE he carries a copy of this morning 's New York Times .

A suitcase is half - unpacked on the floor . a sleeping figure . There 's a knock . Irritated , a sleeping Lowell gets up to answer it . He looks through the security peep hole . He opens it . And Mike Wallace , a newspaper under his arm , is standing in the doorway .There 's an awkward quiet . Mike enters . He slows , looks around .He trails off . They look at each other .And the look on Wallace 's face is `` It did . Whether it should or should not . what difference does that make ? It did . '' And we realize only now that he has not come to argue .And he gives Lowell a copy of The New York Times .Lowell looks down at the page . The headline is '' '60 MINUTES ' ORDERED TO PULL INTERVIEW IN TOBACCO REPORT . ''Turning , he walks out and down the hallway . Lowell looks at the newspaper .

The helicopter approaching Manhattan . John Scanlon sitting with Hewitt , both of them reading The Wall Street Journal Wigand article .

Lowell at a table littered with New York Times , New York Daily News , etc. . His phone rings .

Broadway backgrounds streak past Debbie DeLuca 's head as she rides , talking on a cell phone , The Wall Street Journal in her hand .Debbie hits `` call waiting . ''

As Lowell hails a cab in a WIDE ANGLE and runs towards us , jumping into the cab .

We PULL BACK and we see that Lowell 's with Hewitt in Hewitt 's office .And Hewitt , looking around .And Don 's taken off stride .Lowell looks at Wallace .

Tired , his suitcase at his feet . We do n't know if he 's coming or going . He 's at a pay phone in the more - deserted - than - not airport .He hangs up and ambles over to a lounge with a few travellers sitting in it .

A small apartment . Jeffrey dishes out second helpings of pasta primavera into two pasta plates and brings them into the kitchenette to his girls , Deborah and Barbara . And now we SEE AND HEAR the small television on the table playing `` 60 Minutes '' and .Deborah looks proudly at her father . Wigand 's gotten up and gone out of the kitchenette . He has stopped for a moment around the corner in the hallway . His kids ca n't see him . We can . And he watches them and his eyes get shiny and start to tear . And as he stands there , watching his girls at the kitchen table witnessing their father 's hard - earned `` truth '' on television , we realize that of all the audiences , his girls are the one he cares about most .

And Lowell in his moment of victory is watching his `` 60 Minutes '' double segment on a departure lounge television with his feet resting on his suitcase , next to a Chicano woman with two kids and her mother and an older man with a beard and cane . An airport cleaner stops to watch , too . Lowell glances at him . Unbeknownst to these viewers , arrested by the content on the television screen , is that the man who made it sits casually among them , watching his work .

Sharon sits at the kitchen table . She watches in a far corner a small countertop television . It 's `` 60 Minutes , '' the full show entitled `` Jeffrey Wigand , Ph.D. '' and on the top right , `` PRODUCED BY LOWELL BERGMAN . '' As Sharon continues watching the television playing on the counter , the emotional currents within her remaining unrevealed .

watching the show . He sees himself .Wallace , satisfied , rises to refill his glass , as .

And he quietly hangs up . And it 's still . Sharon 's laid down , closing her eyes . They lie close together . After some moments , she opens her eyes and lets us know what she 's been thinking .This time he is n't droll .There 's an odd look on his face , not the look of a victor . He shuts off the light . And as they lie close together in the dark in each other 's arms . WE 'RE LOOKING AT THE FAMILIAR CBS EYE ON A TELEVISION SCREEN . AND THEN THE WORDS : `` SPECIAL REPORT . ''

Lowell , entering through machine rooms , into a state - of - the - art Master Control Room . On a wall are fifty or more monitors , in the humidity - and - temperature - controlled nexus of CBS operations . And it 's jammed with people , witnessing a fast - breaking , major news event . Mike Wallace stands near Felling . Lowell crosses past Felling and stands next to Mike Wallace . And we see footage of a handcuffed , bearded , barefoot Man . THEODORE KACZYNSKI , the UNABOMBER , being taken in by the FBI . A director counts down . Dan Rather launches .Mike motions Lowell out into the corridor so they can be alone .

The control room and crowd are seen through the glass wall . After some moments :Mike nods . Lowell puts his hands in his jacket pockets . After some moments .Mike 's startled .Lowell shakes his head `` no . ''They look at each other . Lowell says to Mike , intimately , what he knows Mike knows .Lowell 's heartfelt regret . He starts to leave . They look at each other .And Lowell moves off along the hallway , the monitors all showing CBS programming . He does n't even look back . CARD # 1 : SUBSEQUENT TO THE EVENTS DRAMATIZES HERE , THE TOBACCO INDUSTRY IN 1998 SETTLED THE LAWSUITS FILED AGAINST IT BY MISSISSIPPI AND 49 OTHER STATES FOR $ 246 BILLION . CARD # 2 : ALTHOUGH BASED ON A TRUE STORY , CERTAIN EVENTS IN THIS MOTION PICTURE HAVE BEEN FICTIONALIZED FOR DRAMATIC EFFECT . THE SOURCE OF THE DEATH THREATS AGAINST THE WIGANDS NEVER WAS IDENTIFIED AND NO ONE WAS EVER CHARGED OF PROSECUTED . CARD # 3 : IN 1996 DR. WIGAND WAS NAMED TEACHER OF THE YEAR IN KENTUCKY . CURRENTLY , HE LIVES IN SOUTH CAROLINA . CARD # 4 : LOWELL BERGMAN IS A CORRESPONDENT FOR THE PBS SERIES FRONTLINE AND IS ON THE FACULTY OF THE GRADUATE SCHOOL OF JOURNALISM AT THE UNIVERSITY OF CALIFORNIA AT BERKELEY . THE END

Emerald Fennell "This material is the property of Shepherd's Pie UK Limited and is intended solely for use by its personnel and other authorized persons. Distributional sale to any unauthorized persons or duplication in whole or in part is strictly prohibited." "Copyright 2022 Shepherd's Pie UK Limited. All rights reserved." White Shooting Script 7th July, 2022. Blue Script 30th July, 2022. Pink Script 20th September, 2022.

CLOSE UP: A silver cigarette case- a crest engraved on it- snaps open. CLOSE UP: A match strikes, lights a cigarette. CLOSE UP: A man's mouth (pretty, clean shaven) takes a deep drag, and in a disdainful, aristocratic voice-CUT TO: FLASHBACK- SERIES OF SHOTS:

It broke her completely. She said it herself. She couldn't live without him.

I can honestly say that these last few months have been the happiest of my life. It's just such a shame you got so ill.

After all those terrible, terrible accidents... But... is there really ever such a thing as an accident, Elspeth?

I don't know... Accidents are for people like you. For the rest of us, there's work.

I wasn't in love with him. I know everyone thought I was. But I wasn't.

OLIVER POV. 2007. A perfect, gilded summer day on the river Cherwell in Oxford. We are in a punt boat, looking up at the back of a beautiful boy. This is FELIX CATTON (20), wobbling as he tries to navigate the oar. He looks back, laughing.

I loved him. Of course! It was impossible not to love Felix. And that was part of the problem.

It was embarrassing, really, how everyone fawned over him. I think honestly that was why he liked me so much.

Just as it will be a privilege to look after Saltburn. So thank you, for trusting me.

I promise I will look after this house just as Felix would have.

OLIVER POV. 2007. The grounds of an Oxford college. Felix is running, wearing black tie, holding a bottle of champagne. He turns back and grins, a cigarette between his teeth.

OLIVER POV. 2007. A tousled Felix, in his shambles of a college room, half-writes an essay, ink on his fingers. The light catches him as he looks up and smiles.

OLIVER POV. 2007. Felix suns himself on the steps of the college quad, wearing a pair of red Ray Ban wayfarers.

OLIVER POV. 2007. We are looking into Felix's room through parted curtains. Felix is kissing a beautiful girl, ANNABEL (20), undoing her shirt. She pulls at his belt.

OLIVER POV. 2007. A dingy nightclub. We peep round a corner to see Felix his hand up another gorgeous girl, INDIA's, skirt.

2007. We finally turn around. We play the scenes again, backwards, but this time we are on our narrator: the 19-year-old OLIVER QUICK. Watchful, clever, obsessed. Spying on Felix and India from the shadows. One bright, jealous eye caught in the light.

2007. Oliver, standing outside Felix's window in the darkness, impassively watching through the curtains as Felix and Annabel undress each other.

2007. Oliver sits on the steps, talking animatedly as Felix listens.

2007. Oliver, sitting on the floor of Felix's room, writing his own essay, looking up as Felix reads his book on the windowsill.

2007. Inside the punt is crammed with Felix's friends. At his feet: Oliver. Oliver looks up at Felix.

We reveal Oliver Quick in full, in the present day, now in his mid-30s. Impeccably dressed. Beautiful. Urbane. A creature from another time and very much his own creation.2007. MONTAGE- THE IMAGES COME FASTER- OLIVER screams into a pillow. OLIVER smashes a bathroom mirror. OLIVER licks the wet enamel on the bottom of an empty bath. OLIVER's feet tread in a pool of blood on a bathroom floor. BACK TO:

FLASHBACK ENDS. BACK TO REALITY. PRESENT DAY. Oliver in the dark room. The plain backdrop gives us no indication of where he is. He could be being interviewed for a magazine. Or hosting a talk. Or- most likely- being questioned by the police. And just as he opens his mouth to answer- was he in love with him?- we cut to- SALTBURN

2006. Zadok the Priest blasts us into Oxford's Radcliffe Camera in all its ostentatious British glory. It's the first day of term, and we follow the young Oliver through the daunting central quad and into Webbe College. Wearing a blazer, a Webbe College tie, his hair blow dried into a self-conscious Zack Efron, this is a very different Oliver to the louche, studied man we have just met. All around him, kids move into their new rooms. The accents are exclusively boarding school. The trunks embossed with initials. Everyone but Oliver is scruffy: messy hair, tracksuit bottoms, pjs, Uggs. A large, unwelcoming banner reads "WELCOME CLASS OF 2006". A group of ALPHA-HOTTIES walks past him. Among them is FARLEIGH, a fiendishly clever, pansexual, beautiful American imp with a cruel streak. He takes in Oliver's jacket and tie and not-quite-whispers as he passes-The Hotties giggle. Oliver pretends not to notice.

I'm so sorry. Sorry I'm late. Sorry I'm late. I'm so sorry. I got completely lost.

No way! Oh, my God. I'll tell her. She's gonna be thrilled I'm being tutored by one of her friends!

I don't know. I don't think we really use it in real life, do we? It's kind of verbose, don't you think?

It's completely valid to debate the rhetoric of an argument. It's not what you argue but how.

Yeah, the sleeves are too long. Always check the sleeves. But still, not bad. I mean, you're almost passing.

I think Oliver looks like he'd rather throw himself out of a window.

Well she can't pay her bills, so she will be! Okay? At the rate she's going she will be.

I mean. You do know how this looks, right? Making me come to you with a begging bowl.

I think you know what I'm implying Felix. Why don't you ask Liam and Joshua?

You know, I think I'd fuck Richard III. He's so insecure, so, you know he'd put in the work, right?

Okay, well done Henry, that was great. Round of applause for Henry... Okay now it's time to take things up a notch. We have someone here who is a VERY talented singer.

You took me to a restaurant, off Broadway. To show me who you...

... you know, it's not for you. It is a fucking dream. It is an anecdote you'll bore your fat kids with at Christmas... Oliver's Once- in-a-Lifetime, Hand job on a hay- bale, Golden, Big-boy Summer... And you'll cling onto it and comb over it and jerk off to it and you'll wonder how you could ever, ever, ever, ever get it back. But you don't get it back... Because your summer's over. And so you, you catch a train to whatever creepy doll factory it is they make Olivers in. And I come back here...

Lunch is cold. You want me just eat it like nothing is happening?

Wait, does no one else find it weird?.. No one else finds that weird?

Oliver kicks open the door to his room. Small, institutional, and disappointingly un-paneled, but he's here! At last! He takes it in for a moment. Everything he's worked so hard for. But then he catches sight of himself in the mirror: the jacket. He tears it off and throws it into a corner. He goes over to his window: a ground floor view of the quad. OLIVER POV: Farleigh and the Alpha Hotties are screaming with laughter, marking their territory. And there's a new face in the group: Felix Catton. Oliver takes in every detail of him. The shattering beauty. The moth-eaten jumper. The easy smile. The posture. Farleigh might be the one talking, but Felix is clearly the gleaming center of the universe. A superstar on arrival. He doesn't mean to be- it's just always been that way. Felix's eyes flicker over to Oliver's window and he sees him staring. He smiles, and Oliver ducks out of the way.

Dinner time, and Oliver, wearing his black scholars' gown, rushes into the college's austere dining hall. He's late, and everyone is seated already, all of them in gowns. Embarrassed, he walks up and down tables full of chatting, laughing students- there's nowhere to sit. Not a single seat left. Eyes glance up pityingly then slide away again. Finally he finds the only remaining seat and sits down. It is immediately apparent why this seat is available. A table full of the hopeless, the luckless, the virgins. One of them, MICHAEL GAVEY, who has a hard to identify creepiness - the smell of the outcast- eyes Oliver up. He sticks out his hand officiously. (NOTE: it is during this conversation that we notice how different Oliver's voice has become in the intervening years. The aristocratic drawl is replaced here by Oliver's original voice: quiet, guarded, with a soft accent.)Oliver looks at his hand for a second, then shakes it.Oliver looks at the other tables. Everyone is having a ball.FUCKING ASK ME A SUM THEN. Beat.They sit in awkward silence.

It's just you and me, mate. And the girl with agoraphobia, but she's in her room. Obviously. What you reading?

I'm a genius... I don't even like maths really. I can just do it. In my head. Anything. Ask me a sum.

Oh, no. It's invitation only, apparently. You get an invite in your pigeon hole?

As if we actually want to talk to those vapid cunts! Nah, we can make our own fun, can't we?

Jameson spends the whole time staring at her tits, completely ignoring the fact she can barely do her times tables.

Times tables, Oliver! Just fuck off and do history of art, love. Save us all the trouble.

Ooh! Sweet baby Jesus! Going for a slash. Get me another pint please, Oliver?

And thus the shape of the verse can be said, like Browning's "Last Duchess", to look as if it "were alive".

So you're picking apart the style my essay instead of the substance? That's kind of...

Look I'm not really going anywhere. Just taking these back to the library. Take my bike.

Honestly, it's not a big deal. I mean, I'll just get it back from you later. You're in my college so...

I love you, I love you. Seriously. Thank you so much, mate. So kind. You're a fucking life-saver, really. Thank you.

It's my round. I can't... I can't go back and ask them for money.

He's fucking chronic, mate... All these boarding school psychos. What do they teach you?

Ah, that's cute. Baby Felix. There aren't any pictures of me as a kid.

Mental health. And addiction and stuff... Dad was, kind of, dealing and stuff.

Now can you just eenie meenie India and Annabel and take one home because they both look miserable.

No you won't, mate. No, you fucking won't... You'll never do it.

Wait, wait, wait! Where are we going? We're gonna miss the ball, Felix!

You know the first time I felt the inside of my mother's throat, I was eight? My dad told me I had to stick my fingers in to make her sick, otherwise she'd die in her sleep.

So "Home" doesn't mean the same for me as it does for you, Felix. The fucking...filth of the place. The mess. I can't do it.

Oh, I hope you don't mind. I had them hang up an old school dinner jacket. We dress for dinner here, so I didn't want you to be caught short.

Uh, of course, yeah. It's just... Runny eggs, I... I get a bit sick from them... Sorry.

Do you mean Bernard Palissy? The 16th century Huguenot ceramicist?

I've always loved his work but I've never seen anything of his in real life.

No, I don't know, just... Her stories, they just seemed a bit inconsistent at times. I thought you noticed it too...

Oh, okay. And you want to be in your see-through nightdress underneath my window.

Well, you're not keeping it down. I mean, you're so beautiful, Venitia. You need to look after yourself. So tomorrow, you're going to eat. And then you're going to stay at the table. Do you understand?

I saw her... I saw her outside and went down to see if she was ok. And I think she got the wrong end of the stick because she tried to kiss me...and I- politely- steered her away.

I just...I thought it would be nicer not to. She was hammered. Probably doesn't remember.

You know...if you ever want to talk to anyone, you can talk to me, Farleigh...

Well, I know you're going through a hard time at home. I know how that feels. When things are so...precarious. It's terrifying. And lonely. And it must be so fucking weird having to ask them for everything. And I know you fucking hate me-

- but if you ever want me to talk to them to see if there's... if I can help in any way...just ask.

And look at the two of us in sympathy. With everything we see. I never want anything, it's easy. You buy whatever I need.

But look at my hopes look at my dreams. The currency we've spent.

Please...Turn the car around. You can't take me there. You can't. Felix, you can't take me there.

No I've- we've got to get back. We've got to get back for my party.

We can still be friends though? I mean, we're going to laugh about this. I..I don't even know why I said it... It's just a stupid thing-

Look, I just gave you what you wanted. Like everyone else does! Everyone puts on a show for Felix. So I'm sorry if my performance wasn't good enough.

No. No, I don't. I just need you to understand how much I fucking love you. You're the only friend I've ever had Felix. I mean, doesn't this just prove how much of a good friend I actually am? How well I actually know you! I'm still the same person! Yeah? I'm still the same person!

I'd go in a heartbeat if I could. I just don't think I can leave her in this state.

I understand, I agree, I agree! But I just think it's better if I stay, just for the time being. I want to do what's right for her.

Oliver sits on a cracked leather armchair in a room almost comically crammed with books. Opposite him is PROFESSOR WARE (50s), a coffee-stained man who is really only in this job for the free port and cheese. They've clearly been waiting a while. Finally-Beat.Another painful beat.They collapse into another long silence.Oliver shakes his head. Ware looks at the clock: 3:20.Suddenly the door crashes open and Farleigh appears, monstrously hungover, last night's glitter on his face. He flashes Ware a disarming smile.Farleigh throws himself down on an armchair.Ware breaks out into a soppy grin.Farleigh smiles charmingly. Easily taking charge of the room.

The King James Bible is on there! Are you telling me you spent your summer reading the Bible? The reading list is optional! I've not read half the books on there!

You're Farleigh Start, I take it? Nice of you to join us, finally.

No! I knew her when I was your age. When we were both here! When she was still Frederica Catton. Before she went to America.

Oh no no. Not, uh, friend. More an admirer. From afar. I'm not sure we ever...spoke. No... don't even mention me.

Okay, yeah. Very good. Yeah. A lot of food for thought there. Intriguing. Hmmmm.

Oliver is reading from an essay he wrote. The clock now reads 3:55 and he is just coming to the end.Oliver looks up at his tutor expectantly. Ware is staring out of the window, zoned out. He suddenly realizes he is expected to talk.Oliver looks at him: is that it? Farleigh chuckles.Beat.Oliver reddens.Oliver looks over to Ware for help, but Ware just claps his hands with amusement.Ware nods emphatically.Farleigh smiles at him icily.

A few months later, Oliver is standing in front of a jammed vending machine. His snack is stuck. He bangs on the glass but it's no use. He sighs.

The library is decorated with tinsel and Christmas baubles. Oliver is half-working, half-watching Farleigh and Felix mucking about across the library.Michal grunts and tosses over a Crunchie.Oliver glances over at Felix and Farleigh laughing.A beat.Michael grabs it.

Oliver is playing pool alone in the common room when the Alpha Hotties scream past in their slutty Christmas outfits. None of them acknowledges him.

A beautiful Spring day. Oliver cycles down a river path. Up ahead on the path is Felix, sitting on the verge. Bicycle upside down, trying to fix it. Oliver smirks as he passes, but then after a second's thought, he breaks to a halt.Felix looks up.They both stare at the bike. It's a goner. Felix sighs.Oliver takes pity on him.Oliver tries to hide this humiliation.He takes Oliver's bike.Felix grins. So used to people bending over backwards.Felix unexpectedly grabs Oliver, plants a kiss on the top of his helmet, and hops on the bike.Oliver scoffs, embarrassed. Felix starts to pedal.Felix disappears round the corner, leaving Oliver standing alone holding the broken bike.

I've just been trying to fix it. Of course it's when I'm already ten minutes late for my tutorial. Fuuuuck.

No, no, no, I couldn't. I mean it looks like rain, I wouldn't want to-

Fuck, that's kind. Are you serious? Mate, that is so kind. Thank you.

Are you sure? I mean, it's a bit of a faff wheeling it back to college.

Oh, thank you. Thank you... I'm sorry I don't know your name. I'm Felix.

This is my fucking hero, right here! I was just telling everyone how you saved my arse yesterday!

Thought you might need a hand with these ones, mate. Oh, and you dropped this.

On the floor by your feet. I was gonna nick it but I thought I'd do the right thing.

My aunt ran away to America when she was nineteen to get away from "the cold-hearted English."

She married a lunatic who pissed everything she had up the wall, and a fair chunk of Dad's money too, until he had to finally cut her off.

You know, a lot of Waugh's characters are based on my family actually. Yeah, he was completely obsessed with our house... Well, Dad, you know, he felt so guilty about the whole thing that he decided he would pay for all of Farleigh's education.

Fat lot of good it's done him. He's been expelled from almost every school in England for sucking off the teachers.

Oh, come on! What are you, in fucking witness protection or something? Jesus Christ, mate. Do you have any siblings? What are your parents like?

Eenie meenie minie mo. Catch a tiger by his toe. If he squeals, let him go.

They'd rather we all die of heatstroke than ruin the fucking- wood-fucking-panelling by putting in air conditioning.

I'm not stressed about the exams, Ollie, you're driving me fucking...

I've got some revising to do. I think I might catch you later, yeah?

They're going to have to let you skip exams. You're in no state to do them now. You've got to go home.

Well, I was thinking about how I could...you've had such a shit time and you've been so brave about everything -

Shh! So in my family, we have this tradition, right? When somebody dies, we write their name on a stone, and chuck it in the river.

My great, great grandfather started it when his sons died in the war. I've only done it for my dog so far. But y'know, I don't know, it helped. A bit.

Don't know really. Guess you could say a few words...or I mean, we could just stand here in silence for a bit. And then you just...just chuck it in.

It won't feel weird. I mean, Mum has people stay for months at a time! And you know what? If you get sick of us you can leave. I promise.

Ollie!!! Thank god you're here! Duncan, I'll show him to his room, don't worry! Oliver, try not to be too terrified of Duncan. Duncan, stop being so frightening in front of my friends.

Red staircase... I accidentally fingered my cousin here... Henry VII's cabinet...Ghost of granny- hi granny!-...green room, garden...Some fucking hideous Rubens...broken piano ...blue room - it's blue...and... kings bedroom... Actually the bed still has some of Henry VIII's spunk on it.

Dead relly...dead rellies...Daddy's old teddy...Shakespeare's folio...

Bathroom... Oh, by the way, we're going to be sharing a bathroom, I hope you don't mind, otherwise you'd be miles away on the other end of the house.

I'm glad you're here, mate... Right, I will leave you to it. Oh! Just one thing. Mum has a phobia of beards and stubble so I left a razor for you in the bathroom.

Yeah, I don't know. She thinks it's unhygienic. Something to do with her father. It's bonkers, I mean, I'm not even allowed to wear my fucking stud when I'm here.

No. No. Just be yourself! They'll love you! It's relaxed, I promise.

God, Ollie, I'm sorry my mum asked so many rude questions. Don't take it personally.

Oh, shit, yes. I should have told you they do that here. The maids all report back to mum by the way so I hope you didn't pack anything scandalous.

Oh, no, they're used to that. Don't worry... Duncan will be thrilled.

Oh, no, don't be silly! I mean, I have a spare. It'd be a waste. Do you have cufflinks, though?

I'm really happy you're here, Ol. I'm sorry that everything is so...old fashioned.

Watch out for the thistles, mate! Thistles, they're everywhere. Seasonal.

It's just fucking cringe, mate. I mean, really, you're my friend. You're supposed to be here with me.

She's so embarrassing. And fucking Farleigh. What a little shit stirrer.

Yeah, Eddie was my best friend at school. And he came to stay with us. And he kind of...developed a little thing for Venitia, and everything just got so awkward... Yeah, it kind of ruined our friendship.

Right, that's why dad is concerned about helping her! He doesn't want to enable her. He wants her to learn to stand on her own two feet.

Oh, that is low, Farleigh. Jesus Christ, seriously. Is that where you want to take this? Make it a race thing?

What the fuck? I mean we're your family, we don't even notice...that you...you're... different or anything like that. I never know our footmen's names! The turnover of a footman is notoriously high!

And by the way, my father has been a lot more generous than most people would be. A lot more.

He sent an email to Sotheby's to say he'd "come by" some Palissy plates. I mean, the idiot. He had have known Dad went to school with the chairman.

Come on, V. You have to admit. It's a little bit dark, you know, him having to go to mum and dad with the begging bowl.

Your mum called a week ago. You left your phone in the bathroom, so I thought, I thought...I sort of...just picked up... I mean, you've been ignoring her calls for weeks and I just thought that maybe I could help.

And on the phone she really sounded sober, mate. She had no idea where you were and she just wanted to send you a card for your birthday.

I'm not taking "no" for an answer, mate. I'm sorry. You have to fix this, mate.

Oh, look, there's a sign. Churchill Avenue. Right... Oh, 138. Is this it?

Oh, this is nice, mate! Look she's clearly cleaned up her act. This is lovely! Let's do this!

Of course we can stay, we would love to stay. Ollie, just take a pill or something for christ's sake.

It's too late to cancel it now. Summer's almost finished anyway. So I think we'll have your party tonight, and... I will see you back at Oxford.

No, it's fucking weird is what it is, mate. Honestly I don't even know where to start. I mean, you're a fucking liar, Ollie... Why would you lie?

Look, man I tried to be nice but can you fuck off and bother somebody else?

What the fuck is wrong with you, Oliver? Leave me the fuck alone!

I think.. I think you need to see someone. You need help, ok? Seriously.

I don't know what you are. But I do know you make my fucking blood run cold.

OLIVER POV: Felix, Farleigh and their FRIENDS have taken over the corner table in the smokey pub. Oliver resentfully returns his gaze to Michael.Beat.Michael gets up.

Felix is laughing with the Alpha Hotties- including Farleigh, Annabel, India, Harry, and another toff called Jake -when he spots Oliver ordering from the bar.Oliver is a little startled.He comes over awkwardly.Oliver glances back at his table. Michael has returned and is looking around for him.Michael catches Oliver's eye and waves. Oliver's pretends not to see him.He takes a seat next to Felix.Back with Michael: crushed. PRE-LAP:SHOTS! SHOTS! SHOTS!

I don't know, he's just a bit awkward. He's got zero chat. Like...who would I even sit him next to?

I'm sorry, Felix, but no one wants to sit next to fucking Oliver.

Because... he's a scholarship boy who buys his clothes from Oxfam.

We all want a fucking handjob, mate. Get yourself a title and a massive fuck off castle.

A few hours later. Empty glasses all over the sticky table. Everyone is hammered. Oliver throws back a shot. He doesn't look so good.The table whoops.Oliver drunkenly looks around the table, there are now about ten of them crammed around it. A very expensive round.The table boos except Felix, who senses Oliver's unease. After a long while -Oliver manages to get to his feet and heads for the bar. After he's out of earshot -

Oliver stands with ten Jägerbombs on a tray in front of him. Money scraped together in fivers and coins on the bar, but he's still short. He searches desperately through his wallet.The barman sighs impatiently.CUT TO:

From his seat, Felix notices what's going on at the bar. BACK TO:

Oliver is trying to talk his way out of it. Mortified.Felix appears next to him.Felix holds a crumpled twenty out to a confused Oliver.The ease with which Felix lies is astonishing. Oliver hesitates, then takes the note with silent gratitude.Felix grabs the tray of drinks and makes his way back to the table.The table starts chanting his name. Oliver watches Felix with awe.

Oliver wakes, still clothed on his bed. Hungover as death, but it was worth it. In spite of the pain, he smiles. Finally, he has some fucking friends! MONTAGE:

OLIVER, FELIX, FARLEIGH and their FRIENDS are sweatily dancing in a rammed nightclub. Oliver and Felix in the thick of it. Oliver FINALLY having the life he dreamed of.

Oliver, Felix and the Alpha Hotties. Felix and Ollie laughing. Farleigh glances over, annoyed.

Oliver and Felix sitting on the steps of the Quad, Felix in his red Wayfarers: the scene from the opening.

The Alpha-Hotties are all at a bleak house party. A chronically posh boy, JAKE, is trying to chat up Annabel.Across the way, Oliver and Felix are on a couch watching.They laugh.

What the fuck, mate. I've been chirpsing her for a about an hour. I wanted at least a handjob.

Oliver and Felix back at the pub.Oliver shifts uncomfortably.Oliver finally relents.Felix looks at Oliver with renewed admiration. Finally he raises his glass.Oliver smiles, reluctantly. They clink glasses.

Getting late. Jake is still trying to chat up Annabel. Her eyes are glazing over. India watches Felix longingly from a corner.His finger lands on Annabel.Felix gives Oliver a playful kiss on the cheek and goes over to Annabel, India leaves. Jake turns to Harry.END MONTAGE. CUT TO:

Oliver walks through the near-empty library when Michael sees him.Michael appraises him coldly.As Oliver turns to leave-Michael ignores him. Oliver turns to leave again-Oliver heard that. He leaves, rattled.

Oliver is on his way to a lecture, books in hand, when he spots Felix and Annabel walking ahead of him. He goes to catch them up, and once he's nearly there-She laughs.Oliver slows down, mortified, to eavesdrop.Oliver stops. Horrified. He lets them walks away.

We recognize this scene from the opening. Oliver is looking in at Felix's window. Smoking, watching impassively. OLIVER POV: Felix and Annabel undressing each other.

It is the summer term. Boiling hot. Felix is lying on his bedroom floor in his boxers. Smoking. His room is a horrifying bomb site.Oliver tosses the discarded remnants of a days-old meal into the trash and regards the rest of the place.Oliver starts chucking the shit around him into the bin. Felix sits up on his elbows.Felix's tone stops Oliver in his tracks.Felix gets up and snatches the bin from Oliver. He does seem like a child. Sulkily trying to clean his room. Oliver watches, stung.He hurls things in the bin.But he's too afraid to hurt Oliver's feelings. He sighs.Oliver hesitates.An awkward silence.Oliver leaves. Felix winces.

Oliver enters. He looks for Felix. Then spots him at a corner table, sitting with the Alpha Hotties. Felix catches Oliver's eye for a second, then looks away. The message is clear: Oliver is not invited.

Oliver walks away from the Kings Arms, through the streets of happy people, trying to squash the rising dread that his dream life is slipping through his fingers.

Oliver walks miserably back through the hall alone, catching Annabel at Felix's door. She's a little embarrassed.Annabel tries to hide the heartbreak.Oliver smiles.CUT TO:

Annabel straddles Oliver swigging from an almost empty bottle of vodka. She kisses him roughly. She whispers-Oliver looks at her drunkenly and laughs.She stops, hurt. The mood very much gone. She climbs off.

The cold light of day. Oliver wakes. Something smells horrific. He looks over to his sink: he threw up in it last night, and half missed. He's furious with himself, disgusted. His phone rings. He rolls his eyes, then picks it up.CUT TO:

Felix opens his door to find a distraught Ollie.Oliver bursts into tears.

Oliver shivers as Felix hands him a mug of tea.Felix can't bear the horror of it.Felix blushes: any reminder of the gulf between their circumstances is painful to him.

A crowd of students waits outside the exam schools for their friends to emerge. Oliver and Felix emerge from the exam schools together, closer than ever. Farleigh behind them. An eruption of sprayed champagne, silly string and confetti lands on them from the crowd. Behind them MICHAEL walks out alone. No friends to greet him.

Everyone is getting ready for the summer ball. The students walk through the quad in black tie and evening dresses. Oliver stands in the quad waiting for Felix. Watching. Smoking. Content. He's miles away from the boy of nine months ago. Some girls pass by.He smiles at them, they giggle. Farleigh appears next to him.Oliver's smile tightens.Farleigh ambles away. Oliver looks down at his sleeves self- consciously.When he looks up: Felix is there holding a bottle of champagne.

He sent an email to Sotheby's to say that he'd "come by" some Palissy plates.

Oliver follows as Felix runs through the grounds. We recognize this moment from the opening montage.

Felix slows as they reach a bridge. They're completely alone.Felix brings a pebble from his pocket.He passes Oliver the pebble.Oliver turns over the pebble. "Dad" is crudely scraped on it.They stand in silence. Oliver looks over at Felix, his eyes are closed respectfully. Oliver stares at him. Waits out the silence. Then- Oliver throws the stone into the water reverentially. It ricochets off a rock and pings off into the grass bank. Disappearing.CUT TO:

Later. Oliver and Felix sit on the bridge, feet dangling over the edge, sharing the bottle of champagne.Felix winces.Beat.Oliver looks at Felix's earnest face.

Oliver is in the back of a minicab. We stay on his face as he looks idly at the countryside. Then suddenly he sees it: Saltburn. His mouth falls open in a mixture of terror and admiration. And we- CUT TO:

The taxi drives away, leaving Oliver alone with his bag. He opens the gate, and wheels his suitcase awkwardly down the drive.

Oliver knocks and the doors open disconcertingly fast to reveal DUNCAN, the butler. Tall, grey, and an all-seeing snob, Duncan has worked for the family for his entire adult life. He takes Oliver with a faint smile.Oliver drags his suitcase inside towards the inner front door.

Well, do let us know the next time. You see, the gates were not open.

May I be permitted to close the curtains, sir? The coroner is outside and may need to pass the window-

Oliver follows Duncan in, taking in the absurd grandeur of the vast hall.Duncan tries not to be too embarrassed by Oliver's reverence.Just as he does Felix barrels in, giving him a huge hug.Duncan tries to keep his severe countenance in spite of his clear adoration of Felix. Felix wraps his arm around Oliver's shoulder and leads him through the house.

Felix gives Oliver a slapdash tour. Charging through the extraordinarily beautiful rooms dismissively. Oliver- and we- barely have the time to take it all in.

They enter Felix's room. A collision of ancient grandeur, schoolboy posters and Felix-level mess.He opens another door into the-

Bathroom. An enormous room with painted wallpaper and a huge marble bath in the centre of it.

Which leads into Oliver's bedroom. It's every bit as beautiful as Felix's room, on a slightly smaller scale.Oliver takes it all in, a little overwhelmed.

Oliver has wandered into the great hall. Alone, he has a chance to look at things in a little more detail. He passes a table - on it is a glass box with a miniature of the house inside it, four little cut-outs of the family standing in front: "The Catton Players".. Oliver pulls out the drawer on the bottom of the box and music suddenly plays, the cut-outs springing to life, and dancing a sinister jig. As he looks at it, his revery is interrupted by a burst of laughter coming from a room in the distance.

The "library" is a brightly-colored, informal room and the place the family spend most of their time. With its big tv, bookshelves full of DVDs, and playstation, it feels at odds with the old-fashioned grandeur of the rest of the house. SUPERBAD is playing on the TV. Half-watching it are Farleigh, Felix, and Felix's father, SIR JAMES CATTON (60s) a formal, shy man whose excessive love for his family is his only immoderation. Draped over the sofa, is Felix's mother ELSPETH CATTON (40s), a former model and socialite whose eccentricities and bohemian clothes only marginally obscure her snobbishness and inability to face anything close to reality. She's talking to POOR DEAR PAMELA (30s) a society beauty and Major Fashion Babe who's increasingly aware she has outstayed her welcome.

And both his parents were dealing. God, and his mother's a drunk. I mean, babies can be really affected. Traumatized.

Is that right that he had to put his fingers down his mother's throat to make her sick?

Don't be silly. Farleigh you just make up the most awful things. Of course we weren't. Hello Oliver, darling.

Yes but darling you're kind about everyone, you can't be trusted.

Oliver, I have a complete and utter horror of ugliness. Ever since I was very young. I don't know why.

She's been draping herself all around the house all day hoping you'll come across her.

Oh god DON'T with the "sirs". No, no, no, we can't stand anything like that here. Come on. Come and sit by me.

Poor Dear Pamela. She's been staying with us while she gets back on her feet. She's had an awful time this year. Hideous. But oh! Oliver- so have you! God, I'm so sorry to hear about your father. How utterly, utterly tragic. I've lost so many friends to addiction. So, so many dear, dear friends. It's the root of Poor Pamela's horrors too I'm afraid.

No, she is rather dull actually. But she's so beautiful. You have to admit she's very beautiful.

But it's only ever really been a curse. I mean, the MEN Oliver. You wouldn't believe it. The latest one is some ghastly Russian billionaire. Malignantly ugly, of course. She's been holed up here for months hiding from him.

Anyway let's not talk about that. Darling, tell me about your mother, how is she bearing up?.. Still drinking?

Nothing shocks me, Oliver, absolutely nothing!.. Tell me everything.

Don't bang on about it, Pamela darling. You know we're delighted to have you for however long it is you mean to stay.

I loved living in a bedsit in my 20s!! It's so freeing to live all in one room. And much less cleaning to do! Oh, but it'll be terrible when you're gone! How will I cope?

Oh no darling, no! You must be desperate to be rid of us and find your own place. I quite understand.

Well, she gives it away for free! She's sexually incontinent. Has been since she was fourteen... My mother always said "born masochist"... And then there's all the stuff with the food.

Exactly! It hasn't even helped! Complete waste of time. Honestly, but if she found the right boy...or girl! I don't care! Anything! I was a lesbian for a while, you know.

But it was all just too wet for me in the end. Men are so lovely and dry.

She's gone. James thought it would be better to peel her away this morning without too much of a scene. Only so many hints you can drop.

Ha. Very tactful. She's a complete limpet. The wettest of wet blankets. And very hard to know from looking at her because she's so stylish! You'd think she was a riot to look at her! But there was absolutely nothing going on underneath... I know she's had a hideous time the past few years but honestly she did go on about it.

Yes. Yes! God, I was feeling quite guilty about it this afternoon, but you're absolutely right, there was actually something quite sinister about her. Yes. Thank Goodness for you, Oliver. You're so perceptive.

Oh Oliver, I was going to say, we should do something fun for your birthday. A proper party! No Henrys! Something actually fun.

I don't know, whatever you want. What do you think? About a hundred people?

Or two. It invariably ends up being two, doesn't it, with this sort of thing... Invite whoever you want. All your friends.

I can believe it, darling. I honestly don't think I've ever been hotter in my life.

Oh, this song. God, I haven't heard this song in forever! I used to hang out with them all, actually, when I was modeling. Britpop, Blur, Oasis. God the parties!

But then of course "Common People" came out and everybody thought it was written about me. Which was completely mortifying and ridiculous! I mean I barely knew Jarvis.

"She came from Greece. She had a thirst for knowledge." It couldn't have been me. I've never wanted to know anything.

Oh did you like it? I never had any in the end. That's always the way, isn't it? You end up running around so much you miss the actual party.

Yes Lynn has always been an expert with cakes. Yes, cold hands apparently. You have to have cold hands.

Although I would think that applies more to pastry than it does to cake-

Extremely old fashioned! Do you remember Felix's Christening? "You can't possibly have River as a middle name!" Do you remember?

He was right. River is quite silly. But I suppose you don't pick your child's name imagining one day you'll have to think about what it will look like carved on a headstone. Choose a font...

Oh Ollie! Oh how handsome you look! I can't believe it...But you're all grown up, you're...

Of course you're grown up. Of course, silly of me, of course you grew up.

I was surprised he waited so long, in a way, you know. Still, it was a terrible shock.

It's so funny to see you! I've actually just bought a little flat nearby.

Oh God, he's still there. Oh, everything's the same. Exactly. Exactly the same as when you left it.

Ollie, I didn't like it, the way James treated you. And I wanted to say something.

No, but it's not to me. You see, I've thought about it a lot. And... You have to remember that he wasn't in his right mind then. After everything that happened. And he... You do forgive him? You do understand?

Come up and stay. At Saltburn. The coast is clear now, isn't it?

...Dirt poor, not attractive, and his parents are drug addicts. I can't actually -

Ah, the kitchen. Kitchen. So, Annie in the kitchen... Annie in the kitchen.

We met in rehab so... He was just so lovely at first, and then... all his business partners started sort of falling out of windows. You know.

I suppose so. But he spoke Russian all the time and it just sounded so romantic. And I don't know the Russian word for "whore" so I sort of thought it sounded like lovely poetry.

Oh, speaking of which. Ellie, did you hear Ada ran off with Tommy Prior.

The poor boy has only just arrived. Oliver, how good to finally meet you. Trip alright?

We're thirty for dinner tomorrow night. Stopford Sackville has cried off.

The words are on the screen, Oliver!! That's the best bit!! That's the best bit!!!

What a glorious day! I've never known a summer as hot as this one.

I think it's hotter than last year. I didn't think that was possible but here we are again! It's hotter than Barbados, apparently. Barbados!

I need to check with Robert to make sure that he's being extra vigilant with the hydrangeas.

You're not the only person here with feelings. None of us wants your bloody American feelings!

I won't mention this to the police. That's all you get. Nothing more. Ever again.

How long are you planning on staying with us? Because Elspeth won't let you go.

Very kind of you. But I'm not sure that's good for her. Or us. I think it's time, Oliver, for you to go home. Discreetly. Tonight. To cause her the least anxiety. I hope you understand.

How much for you to leave, and never come back. To cease all contact with my wife.

I know you live under somewhat difficult circumstances. But this would be a fresh start for you too.

Oliver makes his way towards the voices, too distant for him to hear the conversation.Suddenly, his eye is drawn to someone in another room.

I'm not saying my mother isn't completely idiotic when it comes to money.

I'm sorry, but it's a bit fucking shitty. You're all throwing Oliver a party for two hundred people while my mother lives in squalor.

I think that's actually rather normal when you're poor. I think when you're poor, that sort of thing does happen a little bit more.

Farleigh seems to think he's ghastly. Why are you friends with him, darling?

Oliver enters to find VENETIA (20s), Felix's sister. Barefoot, gorgeous, she has an air of permanent studied boredom that she uses to cover crippling self-consciousness. She's "reading a book".Venitia catches Oliver looking at her. He instantly straightens.Venitia holds his gaze for a few moments, then bursts into a fit of laughter. At him?

Finally, Oliver edges into the library.The faces all turn.Elspeth comes over to greet him.Elspeth ignores him.Sir James ambles over.She gestures to Pamela. Elspeth pulls Oliver down on the couch next to her.A beat as Pamela registers her new place in the pecking order. Farleigh also takes note.She gets up.She leaves uncertainly. Lingers by the door -She exits.Felix nods.Oliver watches Venitia enter.She gathers up his hands as Venitia sidles over and lights up a cigarette.And just like that, Oliver is in.

Oliver arrives back at his bedroom.He looks around. His bag is unpacked. His clothes neatly in the wardrobe. Felix walks in.Felix crashes down on Oliver's bed.Oliver smiles.Oliver sees the black tie hanging in the closet.He really means it. Felix disappears.

The family is mid-way through dinner in the enormous dining room. Everyone in black tie. The FOOTMEN pour wine under the beady eye of Duncan. Sir James is at the head, Venetia sits between Farleigh and Felix. She's talking to Farleigh, but her eyes are on Oliver. Oliver is sitting next to Poor Dear Pamela, who is wearing a sensational, avant guard dress. She speaks like a child.Elspeth overhears.Pamela looks crushed.

Oliver changes out of his formal wear. He moves to the window, looks out at the land beyond, the beauty and hugeness of it. Suddenly he notices a pale, ghost like figure standing disconcertingly in the middle of a garden. It's Venetia.

Venetia smokes, stares up at the sky when Oliver emerges beside her, a blanket wrapped around his shoulders.He laughs. Not sure if she's kidding.Oliver offers her his blanket. She wraps herself in it.She studies him. The lamb to the slaughter.Oliver laughs.She laughs now.He watches her go.

No, I wanted to have a look at the moon. It's nearly full. Do you know what that means?

Shelley's housekeeper was cleaning one of the rooms when Shelley walked past the window and waved at her. So, she waved back before she realized that Shelley was in Italy. And she was on the top floor of the house.

It's just so disappointing. You're just another one of his toys.

No! Don't worry! I'm used to it, honestly. He never liked sharing his toys. Even the ones he doesn't want to play with anymore.

I mean, talk about biting the hand. Mum and Dad would give him anything he asked for!

You're always sorry. Always flinching away like a little fucking serf.

I saw you. Sobbing in the church at the funeral. I watched you weeping away and I just...I felt so sorry for you. So sorry. But then I remembered... And I started laughing. And then I couldn't stop laughing. Because I remembered that...That you only knew him for...six months? You hardly knew him, Ollie. You have nothing to do with him, with us, with here. Nothing at all. You're just a stranger!

Because you're always skulking around. Weaving your spidery, Olivery web.

Hey, Ollie, Ollie, don't be upset. I don't think you're a spider.

I think you're a moth. I'm right, aren't I! Quiet. Harmless. Drawn to shiny things. Batting up against the window...

...Just desperate to get in. Well you've done it now. You've made your holes in everything. You'll eat us from the inside out.

You are a fucking freak! I bet you're wearing his underwear too, aren't you? You disgusting little nobody. Oh my god. You ate him right up. And you licked the fucking plate.

Oliver is woken by a MAID opening the curtains to his bedroom. He shoots up, discombobulated.Before he can thank her, she's gone.

Oliver arrives, the family are already eating breakfast, reading the papers.Oliver sits next to Pamela, wearing another sensational outfit, but she looks exhausted.Oliver smiles at Duncan who is placing a boiled egg next to Felix's full english breakfast.A pause from everyone. Duncan looks quickly to Elspeth.A tight smile from Duncan.Farleigh smiles into his newspaper.Pamela dutifully looks at Elspeth's goosebumps.Pamela tries to get in on the conversation.DUNCAN sets the fried eggs in front of Oliver.Oliver looks down. Without meaning to, he grimaces.Duncan silently whips the plate away, patience wearing thin.Farleigh smirks into his paper.

Oliver, in his swimming trunks and t shirt, makes his way through the grounds towards the sound of tinny music. He turns a corner into a walled garden full of high grass and wild flowers. He spots Venitia sunbathing.He gets a step closer, sees Felix and Farleigh sunbathing as well. They are all naked.Oliver hesitates. Farleigh is watching, amused.As nonchalantly as he can, Oliver walks over tosses his towel on the floor and takes off his trunks. Farleigh looks over his sunglasses, impressed.Oliver puts on his sunglasses and starts toward them, ignoring them all. A tiny smile.

MONTAGE: The summer passes in a blur of golden moments. - Oliver, Felix, Farleigh and Venetia are sunbathing in and around the square pond. Felix, Farleigh and Venetia are all reading "Harry Potter and the Deathly Hallows". Felix miles behind everyone else.- Venitia hangs from a library ladder in the long gallery. Smiles at Oliver as he lounges in a chair. - The family slump in the library watching "The Ring".- Oliver, Felix, Farleigh and Venetia ineptly play tennis, smoking and wearing black tie. - Oliver finds Felix sunbathing on the roof, reading. He stands there a moment, watching him. - The family and Oliver are in the long gallery reading the Sunday papers and having tea. Duncan hovers over proceedings. Farleigh looks idly at the glazed cabinet.Elspeth looks up and groans.Oliver looks over, his interest piqued.Sir James looks up, as does Felix.We cut to Oliver in his bedroom, flipping through a book titled "Saltburn: The Art of the House". He reaches the page on Bernard Palissy.Sir James, for the first time, is interested in Oliver. END MONTAGE.

Oliver looks at the small maze map, and ancient model maze. And out to the maze outside. He fiddles with the model, an exact replica of the magnificent grounds.Oliver startles. Duncan has sidled in.Oliver exits, uneasy.

Later that night, Oliver is in his pajamas, making his way to the bathroom when- OLIVER POV: Through the crack in the door, Felix is in the bath masturbating. Oliver watches.

CLOSE UP: The bath. The plug swinging from the faucet. The bath water draining out of the plug hole. Oliver is brushing his teeth. Felix sticks his head round the door. He's in his pajamas- no idea that Oliver had been watching him.Felix leaves. Oliver waits a few moments, then places his toothbrush down. The final slurps of water gurgles down the plughole. Oliver gets into the bath, fully clothed, and slowly kneels. He licks the remaining water from the bottom of the bath.

Oliver is in black tie having a drink on the veranda waiting for the others to come down. Elspeth approaches.

Elspeth has poured a drink.She makes a "throw up" gesture.Beat.He glances away, shyly.He looks at her directly.She frowns, surprised- shocked even- but he moves on before she has time to really digest it.She hadn't, but that won't deter her.Oliver smiles reassuringly, basking in the last rays of the evening sun.

Later that night, Oliver still in black tie when something out of the window catches his eye: Venitia is wandering the garden in her nightgown.

A moment later, Oliver finds her sitting on a bench.He looks at her.Beat.He kneels in front of her. Mere inches from her face.He slips one hand up her nightdress. She is frozen, somewhere between mortification and desire.His hand slides up further.He keeps going. Venitia is entranced.Oliver draws his hand away, there's blood on his fingers. He licks them. He rubs his hand on her chest. Puts his fingers in her mouth as his other hand disappears up her skirt and Venitia arches back, enjoying every moment. He leans in to kiss her. When he pulls away -There's blood on her lips. Venitia chuckles. And Oliver disappears under her skirt.

From his bedroom, Farleigh has been watching Venetia and Oliver together.

Oliver sinks into the bathtub, submerging himself in the water. Blood runs off his face and his mouth.

The family are eating breakfast outside. Venetia's plate is full of food and she's eating it. Looking directly at Oliver. He gives her a ghost flicker of approval, slides his croissant across the table to her, as Felix comes in and sits down sulkily.Venetia, Farleigh, and Felix groan.Venetia blushes, and goes back to her plate. Felix looks furious.Oliver freezes.Oliver looks desperately at Felix. Felix won't look at him.Venitia gets up in a huff.Oliver smiles weakly.

Oliver finds Felix sunbathing by the swimming pool.Felix doesn't react. Oliver flops down on the lounger next to him.A long silence. Then he whips out his headphones-Felix is getting agitated. The spoiled boy re-emerging from underneath all that easy charm.Felix frowns. Now he's the one who looks like an idiot.Felix glowers for a second. Nowhere for his annoyance to go.Felix relaxes a little.Beat.But Felix has closed his eyes. Conversation over. Oliver lies there uneasily.

Oliver watches her. But he does not move. OLIVER'S POV: Venetia leaves.

Oliver makes his way past the house when he overhears voices from the open window of the library.Oliver moves next to the window, unseen.

With Farleigh and Felix-Felix gasps. Shocked. Appalled.Farleigh immediately regrets this moment of honesty.A pause. Felix wavers.Felix leaves. Farleigh stands there, stung with betrayal.

A big dinner party in full swing. About forty people sitting around the enormous table. The red faces and roaring laughter of the uber-posh. Felix is talking to HENRY (30s), the loudest and reddest of the Red Faces, who's already half-cut. Oliver is between Venetia and Henry's wife, LADY DAPHNE (late 30s), brittle and bored. Awkward silence between Venetia and Oliver, as a FOOTMAN offers Venetia some samphire. There's nothing on her plate.She looks at him witheringly.But she's turned her back to him. Lady Daphne sighs with irritation, she taps the table impatiently with her finger.Oliver turns on the charm offensive.She nods over at Henry.I...Oliver looks over to see Henry is showing off across the table to much merriment from Felix. He changes the subject.But she's not joking.But she has already turned to the man next to her. Not quite under her breath she says to him-She turns her back on Oliver. He sits alone. Marooned. PRE LAP: The intro to Flo Rida's "Low".

Well, no. They're at school. That's the main thing about school- you hardly ever have to see them.

The great hall. Much later. Everyone is hammered and Henry is giving an intensely sincere karaoke performance of "Low" as Lady Daphne looks on with pure loathing. Elspeth sprawls across a sofa, her fingers pointedly in her ears as Oliver, Felix, Venetia and Farleigh watch from the sofa. Venetia is on Felix's lap.They get up and walk over to the drinks table. Leaving Farleigh and Oliver alone. A little awkward beat. Which Farleigh styles out, he looks up at the portraits of the British kings on the wall.They chuckle. Oliver looks at him directly.Oh that's what Oliver meant. Or was it? Farleigh laughs.Oliver sighs, shifts a little closer to Farleigh.Oliver pats Farleigh's hand reassuringly. Farleigh smiles gratefully. Or is that "gratefully"? Are they finally friends? Henry hits a particularly terrible note, ruining the moment.

Farleigh wrenches the mic from Henry and selects his song.The synths blare the intro to "RENT" by The Pet Shop Boys.Oliver's eyes go wide. Everyone shouts their encouragement.Farleigh pries him out of his seat.Oliver gets up to cheers as Farleigh passes him the microphone with a wink. Before Oliver can respond, the song has started, and he's on his own. Panicked, he starts to sing.Whooping from the crowd. Oliver starts to loosen up a bit. Maybe this will be ok?Suddenly Felix and Venetia look over at Farleigh, who is watching with malevolent glee. Oliver is none the wiser, singing along, getting more confident.The cheering is getting a little quieter, the guests starting to remember the song. Looking at the words on the screen behind him. Only Oliver is none the wiser.Then Oliver sees the next set of lyrics, and catches up with everyone else with a thud. He sings, trying not to falter.Total, mortified silence as everyone realizes the trick that's been played. Farleigh whoops and claps.Felix is furious. Oliver tries to smile through the humiliation.Farleigh leaps up.He grabs the mic from Oliver and slinks around the room. Singing directly to the Catton's. Owning it.Oliver stares at him. This is war.

The middle of the night, Oliver is looks at himself in the mirror, deadly calm as he wraps a scarf tightly around his fist. In one swift, sudden, movement he punches the mirror. It cracks in its frame.

CLOSE on Farleigh as he sleeps. He is woken by the sinister creak of bedsprings. We pull out to reveal Oliver on top of him. Sitting on him. His knees on Farleigh's arms, pinning him down. Farleigh is frozen unsure what to do, what to expect. There is a palpable threat in the room: violence, or sex, or both.They stare at each other.Oliver looms closer, their noses almost touching.Beat.Farleigh stares back at him. He fucking loathes him. But.Oliver's hand disappears under Farleigh's sheets. He smiles.Oliver is even closer now. Farleigh's resistance is cracking.Finally Farleigh nods.Beat. Oliver's hand is working harder.His hand reemerges, he spits into his palm. Problem solved.

Oliver looks at himself in a brand new mirror. The broken one has been discreetly replaced. Suddenly, he can make out yelling coming from downstairs.

Oliver and Felix walk down the spiral staircase to find Venetia peeping to get a view of the scene happening in the hall below.She pulls them down.OLIVER POV: Through the bannisters we see Elspeth talking to the tearful Farleigh. Duncan waits nearby.Duncan places a firm hand on Farleigh's back and guides him down the stairs. Elspeth watches him go. Suddenly, her gaze shoots up and she sees them eavesdropping -

Oliver, Felix and Venetia sunbathe around the square pond, Britpop blaring out from their portable speakers. Venetia lies on the pontoon, her hair trailing in the water. She's fuming.A flicker of guilt from Felix.They quiet. Sir James and Elspeth are walking towards them. Elspeth dressed in chic beachwear.Venetia laughs.Sir James and Elspeth reach them.Sir James ambles off and Elspeth settles on a chaise determined to sweep it all under the rug.Venetia gives Oliver a look: "told you." Elspeth hears the music.She lies back.Beat.

Oliver sulks inside. He tries the adjoining bathroom but the door is locked. He listens for a moment, he can hear a faint moan from the other side of the door - Felix is inside, masturbating.

Oliver smokes in the bath. Thinking of Felix. Forever thinking of Felix.

Dinner. Oliver in black tie. He looks across the table. Felix is watching him. He smiles.

Oliver walks in in his boxers. Felix is getting dressed.Felix disappears. Oliver looks giddily into the mirror.

Oliver and Felix roar up a road in a vintage convertible. Oliver looks out of the window at the golden countryside. Truly, blissfully happy.

They're on an A-road now. It's later in the day.They pass a road sign on the motorway. One of the names on it catches Oliver's attention: Prescot. The colour starts to drain from his face. He's going home.Oliver is trying hard not to cry. He's really scared for the first time. Truly vulnerable.Felix is over-talking, suddenly conscious he might have made a mistake. He charges on.Oliver sinks miserably into the leather of the seat. There's no going back from this.

The car turns into a pretty suburban street. Beautifully kept gardens, gleaming cars, well-maintained houses. Felix looks at it all, confused.But Oliver doesn't respond. Oliver shifts in his seat as they pull up in front of a pretty house. Felix is truly baffled now.Felix puts it in park.

Oliver takes a gallows breath as they march toward the front door. Felix notices a little painted sign on the side of the door: "Gone Fishin'". A bit odd. He rings the doorbell. Then the door opens and it becomes horribly clear that there is no chance that the woman standing before them has ever so much as heard of heroin. Sensible cardie, floral skirt, small crucifix, PAULA QUICK (50s) is the picture of good health and maternal kindness. Felix takes a moment to conceal his utter confusion.Oliver is listless as he is gathered into her arms.She squeezes him tightly- he barely reciprocates.Oliver winces. Felix can't hide his shock.Oliver and Felix follow her in. Shellshocked.

Yeah. He's been pacing around all morning he's so excited! Come in! Come in!

I'm not surprised if he didn't! He always wanted to be an only child. Always beetling off by himself.

They didn't know what to do with him at his school. He was so clever. That's why I think he found it hard to make friends. The others were jealous.

Oh... Why don't you lie down upstairs, darling? I made your bed up for you in case you wanted to stay.

A cosy, meticulously clean house. Full of cushions and flowers and family photographs. It is aggressively normal. JEFF, Oliver's father, sensibly dressed, balding, and very much alive, sits on the sofa next to Paula. Oliver sits awkwardly on a chair opposite them. Felix, too upset to look at Oliver, but wanting to keep things civil at all costs, looks at photos on the mantle peace. He picks up a picture of Oliver as a child.Oliver stares at his hands.Beat.Another lie. Oliver can't bear to look at Felix.Oliver jumps up suddenly.Paula and Jeff look confused.Paula looks completely crushed. Felix can't bear it.Silence. Oliver still can't look at Felix.CUT TO:

Oh, that was in Mykonos. We go every year. Well, not anymore. No, not now, the kids are grown up.

Working day and night. And on top of it all he's got the union, the plays. The rowing team -

Oliver and Felix sit in terrible silence in the car home. Oliver has his birthday cake in cling film on his lap.

They return back to Saltburn. Felix striding ahead of Oliver.Felix stops. He's distant, but not unkind. Just desperate to be away from Oliver, unable to look him in the eye.Oliver is almost in tears.Felix leaves. Oliver trembling behind him.

Oliver cries into his pillow. He's practically hyperventilating.

Oliver stands in front of the mirror. He tries to steel himself.

Evening now and the gardens of Saltburn are decked out for Oliver's party. The house lit up with thousands of fairy lights for the Midsummer Night's Dream theme. The staff are all dressed in Shakespearean garb. The guests are starting to arrive- including the OXFORD ALPHA HOTTIES- everyone dressed in costumes ranging from the beautifully intricate and stylish, to the mega-cheap and slutty. Felix wears plastic angel wings. Venitia, a dress made of cobwebs. SIR JAMES- incongruously- in his suit of armor, and ELSPETH as Titania, greet their guests. It's all beautiful but it's about to get messy, fast.

Sir James and Elspeth are sipping champagne at a table. Sir James spots a topless girl drunkenly stumbling up some stairs.She topples over, struggles back up to her feet.SERIES OF SHOTS AS THE NIGHT DEGENERATES-- -- A fairy throws up in the fountain. -- Liam and Joshua chat up a pair of pretty guests. -- People dance drunkenly.

Oliver is dressed as the Changeling Boy, little antlers on his head. He's swaying. Looking for Felix. The hall is full of people making out up against the walls. He peeps into each room, but he can't find him. He passes Harry.

Oliver finds Felix along with India, Farleigh and a handful of others drinking and snorting coke in the bathroom.No response.India laughs at Oliver's expense. Oliver looks at him. There's nothing else to say.

Oliver stands on the terrace watching a pig being roasted over an open fire. A few stragglers are outside, but it's quieter here. A figure stands nearby. Full Shakespearean dress, with a donkey's head covering his face and neck: Bottom. He stands by Oliver silently.Farleigh takes off the head.Farleigh takes a bag from his pocket and shakes a little white powder onto his hand and hoovers it up.Oliver can't mask his surprise. Farleigh laughs.Farleigh laughs.Farleigh grabs Oliver around the neck, looks him right in the eyes.He puts his Donkey head back on and leaves.

Oliver in a drunken haze, stands on the grand red staircase. His huge birthday cake being held by Elspeth next to him. The whole party has crammed in, hanging from the bannisters, singing Happy Birthday. Even Felix sings awkwardly.Oliver looks around, at the beauty, the grandeur, the Catton's, all of these people in this place for him. It's what he always wanted. If he could keep this moment forever.But then everyone singing realizes they don't know the name of the birthday boy. A few voices sing "Oliver" but the rest just mumble or hum. Oliver's smile fades. A DRUNK BOY next to Oliver laugh-whispers.Oliver numbly blows out the candles.

Oliver is on the rammed dance floor. He's dancing alone. Finally Oliver sees Felix: he's dancing with INDIA, who is wearing a tiny fairy dress. Felix leads her off the dance floor. Oliver follows at a distance, swigging from a bottle of champagne.

Oliver watches Felix and India as they sneak into the maze. He follows.

Oliver walks through the maze. Getting lost and lost and lost. Too drunk to work it out. Finally he reaches the centre, keeping hidden in the shadows.

Felix and India are having sex against a huge statue. Oliver waits until they're finished.Felix jumps.India doesn't buy it.India storms out of the maze.Felix finally loses it.Oliver goes to take his hand.Oliver walks towards him, undeterred. Felix pushes him away roughly.Oliver staggers back. Then, he comes back at Felix just as hard and grabs him by the shirt.Felix looks at him. Disgusted.An awful silence. Then Oliver retches.He hands the champagne bottle to Felix as he doubles over and throws up. It seems to take forever. Felix, half full of pity, half disgust swigs from the bottle as Oliver throws up. Wishing it would all end. Finally, Oliver stands back up, humiliated.Oliver snatches the champagne bottle off him.Oliver staggers away. Felix waits behind. Laughing in amazement, but relieved that Oliver is finally gone.

Oliver, hammered, presses his face against the cold mirror. He catches sight of himself woozily. What a fucking mess.

A few party stragglers are left as the dawn breaks over Saltburn. Oliver staggers past them all, past the pond, weeping. He stops and furiously hurls the empty champagne bottle in. Watching, broken, as it sinks.

The morning after. All is quiet. A beautiful day. The debris of the party everywhere to be seen. SERIES OF SHOTS-- -- Venetia's cobweb dress cast aside in the grass. -- A spatter of vomit against the walled garden wall. -- A decorative bowl full of cigarette butts. -- A GARDENER clearing the debris from the lawn. -- MAIDS wiping the remaining coke from toilet seats and coffee tables.

The midday light streams in through the window of Oliver's bedroom. The clock by his bed shows that it's nearly noon. Suddenly, from outside in the garden there is shouting-Oliver's eyes open. FELIX!FELIX!!!!!!! He sits up.

Oliver, wearing Felix's dressing gown, walks along the corridor. Something is obviously wrong. STAFF are knocking on bedroom doors, checking inside.

Oliver walks, bewildered through the debris, towards the sound of the shouting. Duncan and a few household staff are searching.

Venetia and Farleigh, still in last night's clothes, shout for Felix. Looking anxiously into the pond.

Elspeth walks through the maze.On Elspeth's face as she sees him.

Duncan freezes. A momentary glimpse of emotion from him. Utter devastation. He covers it, and walks towards the garden.

Arial shot: Oliver, Venetia, Farleigh and Sir James tear through the grounds towards the maze. Tiny, in the center: Felix's body, his angel wings still on.

Farleigh and Venetia stumble in. Venetia crashes to the ground. Farleigh tries to hold her. Then Sir James arrives, walking slowly. A look of total confusion, total incomprehension on his face. Finally, Oliver staggers in. Sir James falls to his knees by the body. Strokes Felix's face.He looks up at Oliver and Farleigh.Sir James tries to pick him up, struggling. Some of the vomit from Felix's front smears onto his shirt.But he can't lift him. He stumbles back onto the ground. Nobody knows where to look. The horror is unbearable.Elspeth steps in, taking control.

Lunch. The family sit around the table in silence. Elspeth and Sir James eat. Lips stiffened. Shocked into total denial. Farleigh stares disbelievingly at his untouched shepherd's pie. Venetia, self-medicated into oblivion, stares at the wall. Oliver takes a sip of wine with a shaking hand. Duncan enters. Hovers awkwardly.Beat.A silence. Farleigh can't help but laugh at the absurdness. He's silenced by a look from Sir James.Duncan leaves. Elspeth starts to chatter. Hyper normal. Hysterically normal. Anything to keep the horror at bay.Oliver rises to the occasion: what else is there to do?Farleigh watches, amazed and horrified.Duncan enters again.Duncan walks over and leans into Sir James' ear.Sir James interrupts.Farleigh looks as though he might throw up. Oliver tries to keep things going. His voice manic.Duncan goes about shutting the curtains. The room gets darker with each curtain pulled.Duncan is having trouble with the last curtain- it's quite a complicated procedure.Duncan gives the curtain a yank and the room is plunged into darkness. Then, the sound of a squeaking gurney on the gravel. An unbearable silence. Finally the sound of ambulance doors closing shut. A FOOTMAN, on the brink of tears, rushes away. They all ignore him. Sir James tuts disapprovingly as he goes. Farleigh is trying to keep it together. Trying not to cry. Sir James picks up his fork and stabs at his pie.Elspeth looks at him. The first glimmer of sadness.Sir James slams his fist onto the table, sending the glasses and plates clattering.FARLEIGH WILL YOU BE QUIET? SIT DOWN AND EAT THE BLOODY PIE. JUST EAT IT. EAT IT AND SHUT UP. EAT THE BLOODY PIE. A shocked silence. Farleigh sits. Picks up his fork, crying. Sir James takes a deep breath. Calms himself.A long silence. Then-An icy silence.Farleigh stares back at him.But Farleigh falters.Sir James, pale with fury, nods over at DUNCAN.Farleigh crumples into his chair.She doesn't look at him. She'll never look at him again.Farleigh looks searchingly at the faces around the table. No one will catch his eye. Not even Oliver.One final moment, and he leaves. Sir James picks up his knife and fork, and resumes eating. \*MONTAGE\*

The day of the funeral and the family and Oliver make their way to the family chapel on the grounds.

The small service. Only OLIVER, ELSPETH, SIR JAMES and VENETIA are present with a handful of other family members. The coffin- simple and decorated with meadow flowers- sits at the front as the vicar reads the eulogy.

The coffin is lowered into the ground. Elspeth cries into Oliver's shoulder. Sir James stony faced. Venetia tranquilized into oblivion.

Oliver follows the family out of the graveyard. Sir James turns and puts his hand on Oliver's shoulder firmly.The family walk on ahead, leaving Oliver behind with the rest of the mourners.

Sir James, Elspeth and Venetia stand on a bridge over a little stream. Elspeth holds the pebble with Felix's name engraved onto it. She can't let go of it. Gently, Sir James takes it from her. And throws it into the water. Oliver, hidden, watches as the pebble hits the water.

Oliver is alone at Felix's grave. He sinks to his knees, weeping, clinging to the gravestone as though it is Felix himself. His hands clutching at the freshly dug earth. He lies down. Stroking the earth where Felix's face might be. Then slowly, weeping, he undresses... END OF MONTAGE

Sir James, Elspeth, Venetia and Oliver sit in the library. Shoes kicked off. Still in black. Venetia chain smokes.The small talk is agonizing, and the only thing keeping them afloat.Sir James chuckles.Elspeth drifts briefly into reality.She peters out, her toes touching the abyss, if she falls in she'll never get out.Beat.Venetia laughs, scornfully. Oliver gets up.Oliver glances over at Venetia and Sir James, catching the tail end of a look between them.

Venetia is blind drunk. In the bath. Oliver walks in.She sneers at him.He takes her anger for provocation.He comes over to the bath. Slips his hand in the water. Is this a game?Oliver smiles patiently.She laughs.She raps her palm against his cheek: bat, bat, bat.Venitia, a sudden realization -Oliver stops. Shit. It is. Before Oliver can stand she grabs him by the collar.They stare into each other, their faces inches apart. And then Oliver kisses her. For a moment she kisses him back. Then pulls away, disgusted.

Oliver sleepily walks into the bathroom. As he steps onto the marble, he stops, and looks down. The floor is slippery with blood. He looks up: the bathtub is full of blood. The razor blades from his razor on the edge of the tub. Venetia has sunk below the water, only the top of her head is showing, her hair floating around her.

Sir James, Elspeth and Oliver are in black. Elspeth hardly more than a ghost. Sir James in a state of total disbelief.

Oliver enters Sir James's study, sits. Sir James is clearly agitated, trying to keep calm. Be business-like.A beat.Sir James gives a pallid smile.Oliver hesitates.Sir James nods. Then opens a desk drawer, and gets out a cheque book.His pen is poised above the cheque book.A beat.James steels himself. Again he asks:

Oliver looks resentfully at the floor. INT - BACK DOOR - EVENING Oliver leaves via the back door. Duncan emotionlessly watching sentry.

Oliver carries his suitcase towards the waiting taxi. He can't bear to look back.

Present day. Oliver thinking about that walk. About the cruelty of it. He snuffs out a cigarette. CUT TO:

SIX MONTHS EARLIER: Oliver arrives home to a small, damp basement flat. The furniture is beautiful, expensive, but crammed in: we get the feeling he has downsized.

Oliver reads the newspaper, eating a slice of toast neatly. He notices something in the paper. An obituary: SIR JAMES CATTON, LANDOWNER AND ART COLLECTOR 1953-2020. Oliver chews his toast thoughtfully. CUT TO:

Elspeth crosses the street, older now, but still wildly beautiful. She enters the cafe.

As Elspeth waits for her order, she looks up into the mirror behind the counter and notices Older Oliver in a seat working from his laptop.She turns. Indeed, it's him. He is immaculate, shaved, hair tousled, cashmere jumper.He looks up.He stands as she rushes over. She clings to him, half- hugging, half-drowning.Elspeth bites her lip.She looks as though she might cry, but she swallows it down.She trails off.A moment.She doesn't quite believe him, but nods anyway.Oliver hesitates a little. This is a question he genuinely doesn't know how to answer. So he answers honestly.Elspeth smiles bravely.Elspeth turns. Her order is ready. She doubles back for the counter, grabs it. On her way to the door -

Present Day:We finally reveal where Oliver has been sitting all along: in Elspeth's bedroom at Saltburn. Elspeth is hooked up to a ventilator. Unconscious. Oliver has been talking to her. He stands over her bed and blows a stream of cigarette smoke into Elspeth's ventilated, unconscious face.

MONTAGE: Elspeth sits in the study with her LAWYER, finalizing her new will.Oliver watches from the next room, unseen.

Oliver hovers over Elspeth's unconscious face.He paces the room.He clicks a button that lowers her mechanized homecare bed.Oliver slips off his jacket.MONTAGE:

FLASHBACK 2007: Oliver sees Felix, Farleigh, and the Alpha Hotties for the first time.

FLASHBACK 2007: Oliver is arguing with the barman.CLOSE UP: In his wallet, we see a stack of twenties, untouched.Felix comes to save him.

FLASHBACK 2007: Oliver in bed with Farleigh the night after karaoke. Farleigh fast asleep, Oliver reaches for his phone.

FLASHBACK SIX MONTHS AGO: Elspeth paying at the register when she notices Oliver "working" from his laptop in the mirror.CLOSE UP: On his laptop, Oliver types gibberish onto an open Word document.

Oliver hangs up his jacket. Begins rolling up his sleeves.SERIES OF SHOTS, Oliver's POV of Felix -- FLASHBACK 2007: - Felix sunbathes at Saltburn.- Felix smiles at Oliver back at Oxford.- Oliver watches Felix and Annabel undress each other. - Felix on the dance floor at the Oxford nightclub.

Oliver finishes rolling up his sleeves.A SERIES OF SHOTS -- Now we turn around to Oliver, and on his face: A look of unguarded loathing.

FLASHBACK 2007: the night Felix tells Oliver to leave. Oliver crying in the hall as Felix walks away.

FLASHBACK 2007: the day of Felix's funeral. Oliver clinging to his gravestone.

FLASHBACK 2007: the night Oliver watched Felix masturbating in the bath. Oliver's face in the water as it circles the drain.

Oliver staring down at an unconscious Elspeth.He crouches down at the end of her bed, putting his face at the base of the blanket covering her.He pulls the blanket and exposes her body.He climbs on top of her.

FLASHBACK 2007: the night of the party, Oliver pours a vial of drugs into the champagne bottle and swills it around.

FLASHBACK 2007: the moment Oliver turns to throw up and hands Felix the bottle. Oliver waits, hunched over, feigning sickness, until Felix drinks it.

FLASHBACK 2007: The night Venetia dies. She is passed out in the bath. Oliver watches her. Oliver quietly takes the blades out of his razor and places them on the side of the bath next to her.

Oliver hovering over an unconscious Elspeth. He smiles.His hand inches towards her face.

FLASHBACK 2007: Blood all over the bathroom the morning Venitia was found.

Oliver disconnects Elspeth's breathing apparatus. Air hisses out. Then, in one violent jerk of his arm, he yanks the breathing tube all the way out of her esophagus and tosses it onto the floor. Elspeth's eyes snap open. Her body starts to shake. Oliver climbs on top of her, watching as she writhes on the bed. Eventually, she takes her final breath. Oliver leans down, rests his head on her chest. He reaches for her hand and drapes her lifeless arm around his back as if she's giving him a hug. CUT TO:

Days later. Oliver cries at Elspeth's fresh grave which has been dug next to three others: Sir James, Venitia, and Felix. He looks up to see Duncan's silhouette staring down at him from the hill above. He can deal with that later. CUT TO:

A new day. The sun shines down on the vast and beautiful Saltburn house.

Sophie Ellis Bextor's "Murder on the Dancefloor" echoes through the empty house.

Oliver wakes up, naked in his new bedroom. The Kings Bedroom. There's a new master in town now. He leaps out of bed and dances out of the room.

Dancing naked through the state rooms, the part of the house in which he now resides. The inverse of the tour Felix first took him on. King of all he surveys. He walks over to a table, looks fondly at a picture frame: a photo of him and Felix, and snorts a line of cocaine. He dances all the way through the hallway into the-

Where he dances over to the center table, where the Catton Family Players music box is. On top sit the family pebbles. James, Elspeth, Felix and Venetia, all neat in a row. He straightens one. Just right! BLACKOUT.

Lake and Mountains . CAMERA TRACKS FORWARD past island in lake .

High Angle V.W. Car moving along road - CAMERA TILTS UP with it .

Mountains and Road - V.W. Car moves away along road - CAMERA TRACKS after it . L.S. V.W. Car moving away along road - CAMERA TRACKS after it and passes car - TRACKING FORWARD to Mountains in b.g. M.L.S. High Angle V.W. Car moves away along road - CAMERA TILTS UP with it . Car goes into tunnel and comes out other side . CAMERA TRACKS after car . L.S. V.W. Car moves along road . CAMERA TRACKS after it . Mountains in b.g. L.S. High Angle V.W. Car moving away along road . Mountain in b.g. CAMERA TRACKS after car . L.S. Mountain - CAMERA TRACKS IN on Hotel . Black Frames . THE INTERVIEW .

Jack walks L - R across Lobby . CAMERA TRACKS BACK & PANS with him to RECEPTIONIST behind desk .JACK moves away R - L. CAMERA PANS with him and TRACKS IN after him through Secretary 's office to open door of ULLMAN 's office - revealing ULLMAN seated at desk with SECRETARY standing beside him .ULLMAN stands up and hands book to SECRETARY , walking round side of desk . JACK moves into office . CAMERA TRACKS IN after him . He shakes hands with ULLMAN .ULLMAN points to SECRETARY .ULLMAN points to chair cam.R . JACK sits cam.R.f.g . ULLMAN walks behind desk .ULLMAN sits behind desk . SUSIE walks forward to R.f.g.

Hi, I've got an appointment with Mr. Ullman. My name is Jack Torrance.

Oh, no problem at all. I made the trip in three and a half hours.

Well, that's very good time, very good. Please sit down a minute.

I'm a writer um. Teaching has been more or less a way of making ends meet.

Do you mind if I ask why you do that? It seems to me that the skiing up here would be fantastic.

Well, that just happens to be exactly what I'm looking for. I'm eh. I'm outlining a new writing project, and eh. five months of peace is just what I want.

Ah, I certainly can, and eh. I also understand why your people in Denver left it for you to tell me.

Well, you can rest assured Mr. Ullman, that's not going to happen with me, and eg as far as my wife is concerned, I am sure she'll be absolutely fascinated when I tell her about it. She's a confirmed ghost story and horror film addict.

Great. Look, I'm at the hotel and I still have an awful lot to go through. I do n't think I can get home before nine or ten.

There were a party of settlers in the covered wagon times. They got snowbound one winter in the mountains. They had to resort to cannabilism in order to stay alive.

I love it. I really do. I've never been this happy, or comfortable anywhere.

I fell in love with it right away. When I came up here from my interview, it was as though I had been here before. We. we all have moments of deja vu, but this was ridiculous. It was almost as though I knew what was going to be around every corner. Ooohhhhh.

let me explain something to you. Whenever you come in here and interrupt me, you're breaking my concentration.

and it will then take me time to get back to where I was, understand?

Fine. Now we're going to make a new rule. Whenever I am in here and you hear me typing,

or whether you do n't hear me typing, whatever the fuck you hear me doing in here, when I am in here that means that I am working - that means do n't come in. Now do you think you can handle that?

Fine. Why do n't you start right now and get the fuck out of here, hmm?

Good. I want you to like it here. I wish we could stay here for ever, and ever. ever.

I love you, Danny. I love you more than anything else in the whole world, and I'd never do anything to hurt you, never. You know that, do n't you, huh?

I had. I had the most terrible nightmare I ever had. It's the most horrible dream I ever had.

Now I'm awfully glad you asked me that, Lloyd, because I just happen to have two twenties and two tens right here in my wallet. I was afraid they were going to be there until next April. So here's what : you slip me a bottle of Bourbon, a glass and some ice. You can do that, ca n't you, Lloyd? You're not to busy, are you?

That's swell. I like you, Lloyd. I always liked you. You were always the best of them. Best goddamned bartender from Timbuctoo to Portland Maine - Portland Oregon for that matter.

Here's to five miserable months on the wagon and all the irreparable harm that it's caused me.

Things could be better, Lloyd. Things could be a whole lot better.

I have n't laid a hand on him. Goddam it, I did n't. I would n't touch one hair of his goddam little head. I love the little son - of - a - bitch.

I did hurt him once, okay? It was an accident, complete unintentional. It could have happened to anybody.

And it was three goddam years ago. The little fucker had thrown all my papers all over the floor. All I tried to do was to pull him up. A momentary loss of muscular coordination. I mean. A few extra foot pounds of energy, per second. per second.

He must have gone into that room - the door was open and the lights were on.

Wendy, once you rule out his version of what happened, there is no other explanation - is there? It would n't be that different from the episode that he had before we came up here, would it?

It is so fucking typical of you to create a problem like this when I finally have a chance to accomplish something. When I'm really into my work. I could really write my own ticket if I went back to Boulder now, could n't I?

Shovellings out driveways, work in a car wash - any of that appeal to you?

Wendy, I have let you fuck up my life so far, but I'm not going to let you fuck this up!

I'm the kind of man likes to know who's buying their drinks, Lloyd.

Looks as though you might have got a spot of it on yourself there, Jeevesy old boy.

Awfully nice of you to say. Of course I intend to change my jacket this evening before the fish and goose soiree.

Mr. Grady, you were the caretaker here. I recognize you. I saw your picture in the newspapers. You eh. chopped your wife and daughters up into little bits, and eh. and you blew your brains out.

I do n't think that's true. I think you have some very definite ideas about what should be done with Danny. and I'd like to know what they are.

Have you ever had a single moment's thought about my responsibilities? Have you ever thought for a single solitary moment about my responsibilities to my employers?

Has it ever occurred to you that I have agreed to look after the Overlook Hotel until May the first? Does it matter to you at all that the owners have placed their complete confidence and trust in me, and that I have signed a letter of agreement, a contract, in which I have accepted that responsibility?

Do you have the slightest idea what a moral and ethical principal is? Do you?

Has it ever occurred to you what would happen to my future, if I were to fail to live up to my responsibilities?

You've had your whole fucking life to think things over - what's good a few minutes more going to do you now?

Darling, light of my life, I'm not going to hurt you. You did n't let me finish my sentence. I said ` I'm not going to hurt you. I'm just going to bash your brains in!' I'm going to bash them right the fuck in.

Wendy, listen. Let me out of here and I'll forget the whole goddam thing. It'll be just like nothing ever happened.

No need to rub it in, Mr. Grady. I'll deal with that situation as soon as I get out of here.

Just give me one more chance to prove it, Mr. Grady. That's all I ask.

There's nothing I look forward to with the greater pleasure, Mr. Grady.

Not by the hair on your chiny, chin, chin. Then I'll huff, and I'll puff

Jack is going to take care of the Overlook for this winter. I would like you to take him around the place as soon as we are through.

Our people in Denver recommended Jack very highly, and, for once, I agree with them.

Let's see, where were we? Yes. I was about to explain that eh. our season here runs from oh May 15th to October 30th and then we close down completely until the following May.

but the problem is the enormous cost it would be to keep the road to the Sidewinder open. It's a. It's a 25 mile stretch of road - gets an average of 20 feet of snow during the winter, and there's just no way to make it economically feasible to keep it clear. When the place was built in 1907, there was very little interest in winter sports, and this site was chosen for its seclusion and scenic beauty.

That's right. And did they give you any idea in Denver about what the job entails?

the winters can be fantastically cruel, and the basic idea is to. to cope with the very costly damage and depreciation which can occur. And this consists mainly of running the boiler, heating different parts of the hotel on a daily rotating basis, repairing damage as it occurs and doing repairs, so that the elements ca n't get a foothold.

Physically, it's not a very demanding job. The only thing that can get a bit trying up here during the winter is eh. the tremendous sense of isolation.

That's very good Jack, because eh. for some people eh solitude and isolation.

How about your wife and son? How do you think they'll take to it?

Well, before I turn you over to Bill, there is one other thing I think we should talk about. I do n't want to sound melodramatic, but it is something that's. been known to give a few people second thoughts about the job.

I do n't suppose they eh told you anything in Denver about the tragedy we had up here during the winter of 1970?

hired a man named Charles Grady, as the winter caretaker. He came up here with his wife and two little girls of about eight or ten. And he had a good employment record, good references and from what I've been told, I mean, he seemed like a completely normal individual. But at some point during the winter, he must have suffered some kind of a complete mental breakdown. He ran amok and eh. killed his family with an axe,

stacked them neatly in one of the rooms in the West Wing, and then he um. then he put eh both barrels of his shotgun in his mouth.

The police eh. they thought that it was what the old - timers used to call cabin - fever, a kind of claustrophobic reaction which can occur when people are

Yes, it is. Oh, it's still hard for me to believe that it actually happened here, but it did and eh. I think you can appreciate why I wanted to tell you about it.

put off by the idea of staying alone in a place where something like that actually happened.

Well, that still gives up plenty of time to go over everything first.

Good. Glad you made it before they shut down the kitchen. Is your family having a look around?

Oh fine. Well in view of all the ground that we to cover today, I suggest we go and have a quick look at your apartment and then get started straight away.

Bill, would you have the Torrances' things brought in their apartment.

Yes, I believe they are based mainly on Navajo and Apache motifs.

Oh this old place has had an illustrious past. In its heyday it was one of the stopping places for the jet set,

even before anybody knew what a jet set was. We've had four presidents who stayed here, lots of movie stars.

This is the staff wing of the hotel. None of the other bedrooms are heated during the winter.

Living Room, bedroom, bathroom, and a small bedroom for your son.

Yes, very cosy for a family, and if you feel like spreading out you have the rest of the hotel to move around in.

This is our famous hedge maze. It's quite an attraction around here. The walls are thirteen feet high and the hedges are about as old as the hotel itself. It's a lot of fun,

but I would n't go in there unless I had an hour to spare to find my way out.

Ah. construction started in 1907. It was finished in 1909. The site is supposed to be located on an Indian burial ground, and I believe they actually had to repel a few Indian attacks as they were building it.

That's fine because basically the Snowcat operates very much like a car and it wo n't take you long to get the hang of it.

As a matter of fact we eh. brought a decorator in from Chicago just last year to refurbish this part of the hotel.

We can accommodate up to three hundred people here very comfortably.

I'm afraid you're not going to do too well here unless you've brought your own supplies. We always remove all the booze from the premises when we shut down :

The Torrances are going to take care of the Overlook for us this winter.

Dick, if you're ready to do it now, I think it would be a good idea if you could show Mrs. Torrance the kitchen, while I continue on with Jack.

Dick, can we borrow Mrs. Torrance for a few minutes? We're on our way through to the basement - I promise we wo n't keep her very long.

Yes, well the guests and some of the staff left yesterday, but the last day is always very hectic - everybody wants to be on their way as early as possible.

By five o'clock tonight, you'll never know anybody was ever here.

Apartment Building - cars parked in front of it . Mountain in b.g. CAMERA TRACKS IN on Apartment Building .

DANNY is sitting at table eating a sandwich . WENDY sitting cam.R reading book .M.S. DANNY eating sandwich .M.S. WENDYM.S. DANNY while eating sandwich wiggles forefinger of his L.hand and speaks with different voice .M.S. WENDYM.S. DANNY wiggles forefinger of L.hand and speaks with different voice .M.S. WENDYM.S. DANNY wiggles forefinger of L.hand and speaks with different voice .M.S. WENDY .

Yeah, I guess so. Anyway, there's hardly anybody to play with around here.

Yeah, I know. It always takes a little time to make new friends.

Well, let's just wait and see. We're all gon na have a real good time.

Do n't worry, Mom. I know all about cannabilism, I saw it on T.V.

It's like I go to sleep, and he shows me things but when I wake up, I ca n't remember everything.

We're just going to go into one of the other rooms for a few minutes and talk - then I'll come back and check on you, okay?

Oh, yeah. Oh, yeah, he seems absolutely fine now, but you should have seen him.

Only about three months. Eh we're from Vermont. My husband was teaching school there.

No, um let's see I guess Danny started talkin to Tony about the time we put him into nursery school.

No. He did n't like it too much at first, and then he had an injury, so we kept him out for a while, and, yeah, I. I guess that's about the time when I first noticed that he was talking to Tony.

Well it's just one of those things. You know. purely an accident, um. My husband had oh. been drinking, and he came home about three hours late, so he was n't exactly in the greatest mood that night. And well Danny had scattered some of his school papers all over the room. and my husband grabbed his arm, you know, and pulled him away from them. It's. it's just the sort of thing you do a hundred times with a child - you know, in a park or on the streets - but on this particular occasion my husband just. used too much strength and he injured Danny's arm.

`` Wendy, I'm never gon na touch another drop and if I do you can leave me'', and he did n't and he has n't had any alcohol in eh five months.

Hey, was n't it around here that the Donner party got snowbound?

God, I've never seen anything like this before. Are all of these Indian designs authentic?

Oh well they're really gorgeous. As a matter of fact this is probably the most gorgeous hotel I've ever seen.

Oh well he sure did a beautiful job. Pink and gold are my favorite colors.

Boy, I bet you we could really have a good party in this room, huh hon?

Yeah. This whole place is such an enormous maze, I feel I'll have to leave a trail of breadcrumbs every time I come in.

Yeah. We call him Doc sometimes, you know, like in the Bugs Bunny cartoons. But how did you know that?

Well, it's possible, but I honestly do n't remember calling him that since we've been with you.

It's really pretty outside. How about taking me for a walk after you've finished your breakfast?

Well, something'll come. It's just a matter of settling back into the habit of writing every day.

Yeah. It's amazing how fast you get used to such a big place. I tell you, when we first came up here, I thought it was kinda scarey.

And you're gon na lose. And I'm gon na get you - you betta run fast! Look out - I'm coming in close. All right?

Okay. I understand. I'll come back later on with a couple of sandwiches for you and. maybe you'll let me read something then.

Oh we're just fine, but our telephones do n't seem to be doing too well. Are the lines down by any chance? Over.

Okay. We'll do that. It was real nice talking to you. Bye. Over and Out.

Come on, Doc. He only went to bed a few hours ago. Ca n't you wait till later?

Make sure you come right back,'cause I'm going to make lunch soon. Okay?

Every. everything is just going to be all right. Come on. Here let's get up off the floor.

Danny! Everything's okay. Just go play in your room for a while. Your Dad's just got a headache. Danny - mind what I say. Go play in your room!

Hon, let me just go and get him out of here. I'll be right back.

Jack, there's someone else in the hotel with us. There's a crazy woman in one of the rooms. She tried to strangle Danny.

No. It's the truth, really. I swear it. Danny told me. He went up into one of the bedrooms, the door was open, and he saw this crazy woman in the bath - tub. She tried to strangle him.

Well, are you sure it was the right room? I mean, maybe Danny made a mistake?

We have the Snowcat. If the weather breaks, we might just be able to get down the mountain in that.

I could call the Forest Rangers first and then tell them that we're coming so that they could start searching for us, in case we did n't make it.

If Jack wo n't come with us, we'll just have to tell him that we are going by ourselves. That's all there is to it.

Come on, hon, wake up. You just had a bad dream. Everything's okay.

I'm just going to go and talk to Daddy for a few minutes and I'll be right back. I want you to just stay here and watch your cartoons, okay?

All right. Now I'll be back in just about five minutes. I'm gon na lock the door behind me.

Well. I'm very confused, and I just need a chance to think things over.

I'm going to try and get. get Danny down to the Sidewinder. in the Snowcat today.

Yeah, he did. He's gon na phone Wendy up in a few minutes to tell her.

Remember what Mr. Halloran said. It's just like pictures in a book, Danny. It is n't real.

JACK over ULLMAN seated at desk . BILL WATSON enter office . JACK rises and shakes hands with him .WATSON & JACK sit down .M.C.S. JACK .M.C.S. WATSON .M.C.S. JACKM.S. ULLMANM.C.S. JACKM.S. ULLMANM.L.S. ULLMAN over WATSON & JACK .JACK laughs .M.S. ULLMANM.C.S. JACKULLMAN grunts off . M.S. ULLMANM.C.S. JACKM.S. ULLMANM.C.S. JACK .M.S. ULLMAN .M.C.S. JACK .M.S. ULLMANM.C.S. JACKM.S. ULLMAN .M.C.S. JACK shakes his head .M.S. BILL WATSON .M.S. ULLMAN .M.C.S. JACKM.S. ULLMAN sitting behind desk .M.C.S. JACKM.S. ULLMAN laughs .M.C.S. JACK .JACK laughs . U.S. ULLMAN laughing .M.C.S. JACK .

WENDY back to camera washing dishes at sink . PHONE RINGS OFF . She dries her hand and puts carton in fridge . Then moves L - R into Living Room - CAMERA PANS with her . She picks up telephone receiver .

JACK leaning on counter at reception desk , speaking into phone .

DANNY standing on stool by basin . He is reflected in mirror . CAMERA TRACKS IN on his reflection in mirror .DANNY wiggles forefinger .DANNY wiggles forefinger .DANNY wiggles forefinger .

Shooting towards doors of lifts . Blood gushes in from L.side of lift and in from corridors L. and R. of lift doors - surging towards camera .

Blood gushing in from corridors L - R of lift doors and surging towards camera .

Blood gushing in from corridors L - R of lift doors and surging forward . The blood gushes up into camera lens causing black out .

Now Danny, when you were brushing your teeth, do you remember if you smelled anything funny, or saw any bright flashing lights, or anything at all strange?

What's the next thing you remember after you were brushing your teeth?

Now Danny, can you remember what you were doing just before you started brushing your teeth?

Now I'm going to ask you to do me a favor, and stay quietly in bed for the rest of the day. Okay?

Mrs. Torrance, I do n't think you have anything to worry about. I'm quite sure there is nothing physically wrong with Danny.

Oh I know. Kids can scare you to death, but believe me these episodes are not at all uncommon, and they look much worse than they are.

Mrs. Torrance, most of the time these episodes with kids are never explained. They are brought on by emotional factors, and they rarely occur again.

They're more akin to auto - hypnosis, a kind of self induced trance. If it re - occurs which I doubt

Did Tony's first appearance happen to coincide with your arrival here?

DOCTOR bending over DANNY lying on top of his bed . She is examining his eyes . WENDY standing at foot of bed .DOCTOR straightens up . She puts instrument away in case and closes it . Then she sits on bed beside DANNY .M.C.S. DANNY .M.S. DOCTOR sitting on bed beside DANNY . WENDY standing at foot of bed .M.C.S. DANNY .M.S. DOCTOR sitting on bed beside DANNY . WENDY standing at foot of bed .M.C.S. DANNYM.C.S. DOCTORM.C.S. DANNYM.C.S. WENDYM.C.S. DOCTORM.C.S. DANNYM.C.S. DOCTORM.C.S. DANNYM.C.S. DOCTORM.C.S. DANNYM.C.S. DOCTORM.C.S. DANNYM.S. DOCTOR sitting on bed beside DANNY . She pats his leg and stands up . WENDY at foot of bed .DOCTOR puts case and stethoscope in her shoulder bag .WENDY & DOCTOR move R - L to open door . DOCTOR goes into the corridor .

DOCTOR standing in corridor . WENDY moves out of DANNY 's room and closes the door . She turns to DOCTOR .DOCTOR & WENDY walk forward along the corridor - CAMERA TRACKS BACK before them and PANS R - L with them to Living Room . WENDY points to sofa .DOCTOR moves to sofa and sits down - WENDY sits in chair cam.R .M.C.S. WENDY .M.S. DOCTOR over WENDY . DOCTOR leans back on sofa .M.S. WENDY over DOCTOR .M.S. DOCTOR .M.S. WENDY takes cigarette out of packet .WENDY holds cigarette packet out towards DOCTOR .She puts packet down on table .She lights cigarette from lighter . M.S. DOCTOR .M.C.S. WENDY .M.S. DOCTORM.S. WENDY over DOCTOR .M.C.S. WENDYM.S. DOCTOR over WENDY .M.C.S. WENDY - she shakes her head .M.S. DOCTOR over WENDY .M.C.S. WENDYWENDY inhales .M.S. DOCTORM.C.S. WENDYBLACK FRAMES . Superimposed Title over : CLOSING DAY .

High Angle Trees on side of Mountain - CAMERA TRACKS FORWARD over them to Jack 's car moving away along road .

WENDY sitting beside JACK as he drives along Mountain Road . DANNY , between them , is leaning on backs of their seats . WENDY yawns .

High Angle JACK 's car moving away along road on side of mountain - CAMERA TRACKS after it .

Man cleaning floor . CAMERA TRACKS L - R. WATSON & ULLMAN walk forward from b.g.Two Girls carrying luggage enter cam.R and walk away to b.g.ULLMAN & WATSON walk L - R to JACK sitting in chair .JACK stands up .JACK points to luggage .ULLMAN turns to WATSON .WATSON walks out cam.L .ULLMAN laughs and they move out cam.L .

ULLMAN , followed by WENDY , JACK & WATSON , moves out of lift cam.R . They walk R - L across Lounge . CAMERA TRACKS with them .ULLMAN laughs .They reach corner and turn , walking towards camera .

DANNY throwing darts - CAMERA TRACKS BACK & PANS L - R with him as he walks to the dartboard . He climbs up on chair and pulls two darts out . He looks cam.L . CAMERA ZOOMS IN on him . M.S. Two GRADY girls , holding hands , standing near open door . M.C.S. DANNY . M.S. Two GRADY girls , holding hands . They look at one another , then turn and exit out through open doorway . M.C.S. DANNY .

ULLMAN leads WENDY & JACK forward along corridor to Caretaker 's Apartment .Two Girls carrying bags enter from cam.L .ULLMAN waves to Girls and moves cam.R into JACK 's apartment . WENDY & JACK follow him .

ULLMAN , followed by WENDY and JACK , move up steps . ULLMAN points to open door cam.R .JACK leans forward and looks in small bedroom cam.L . He turns and looks cam.R . at ULLMAN .They move into apartment . JACK & WENDY move away through living room into bedroom - CAMERA TRACKS FORWARD after them .JACK feels bed .JACK & WENDY move away and enter bathroom - CAMERA TRACKS after them .

ULLMAN leading WENDY , JACK & WATSON R - L along outside of Maze . CAMERA TRACKS & PANS with them .They walk from end of Maze towards Hotel in b.g.Laughter .M.L.S. ULLMAN leads WENDY , JACK & WATSON L - R along front of Hotel - CAMERA TRACKS with them .ULLMAN points to red Snowcat at entrance of garage .They walk towards SNOWCAT .

ULLMAN , JACK , WATSON & WENDY walk forward along corridor - CAMERA TRACKS BACK before them .ULLMAN leads WENDY , JACK & WATSON L - R into Gold Ballroom - CAMERA TRACKS with them . Men in b.g. cleaning Ballroom .ULLMAN leads them L - R across Ballroom to closed bar .He points to shuttered bar .DICK HALLORAN walks forward from b.g.ULLMAN laughs .ULLMAN waves to HALLORAN /JACK shakes hands with DICK .HALLORAN shakes hands with WENDY .WENDY waves out cam.L .

Mrs. Torrance, your husband introduced you as Winifred. Now are you a Winnie or a Freddie?

Yeah, this is it. How do you like it, Danny? Is it big enough for you?

Do n't let it get you down Mrs. Torrance - it's big but it still ai n't nothing but a kitchen. a lot of the stuff you'll never have to touch.

Well one thing for sure, you do n't have to worry about food because you folks could eat up here a whole year and never have the same menu twice.

Now this is where we keep all of out meat. You got fifteen rib roasts - thirty ten pound bags of hamburgers. You got twelve - turkeys, two dozen pork roasts and twenty legs of lamb.

Well I think we can manage that too, Doc. Come along now. Watch your step.

In here, Mrs. Torrance, is where we keep all the dried goods and the canned goods. We got canned fruits and vegetables ; canned fish and meats ; hot and cold cereals.

Post Toasties, Cornflakes, Sugar Puffs, Rice Krispies, Oatmeal, Wheatina and Cream of Wheat.

We got a dozen jugs of black molasses, we got sixty boxes of dried milk, thirty twelve pound bags of sugar.

Now we got dried peaches, dried apricots, dried raisins and dried prunes.

You know, Mrs. Torrance, you got ta keep regular, if you want to be happy.

You folks do n't mind if I give Danny some ice cream, while we're waiting for you?

I can remember when I was a little boy, my grandmother and I could hold conversations entirely without ever opening our mouths. She called it shining,

and for a long time I thought it was just the two of us that had the shine to us.

Just like you probably thought you was the only one. But there are other folks, though mostly they do n't know it, or do n't believe it.

Has Tony ever told you anything about this place? About the Overlook Hotel?

No, I'm scared of nothing here. It's just that you know some places are like people, some shine and some do n't. I guess you could say the Overlook Hotel here has something about it that's like shining.

Well, you know Doc, when something happens it can leave a trace of itself behind. say like is someone burns toast.

Well, maybe things that happened. leave other kinds of traces behind.

Not things that anyone can notice, but things that people who shine can see. Just like they can see things that have n't happened yet. Well, sometimes they can see things that happened a long time ago. I think a lot of things happened right here in this particular hotel - over the years, and not all of them was good.

Nothing. There ai n't nothing in Room 237, but you ai n't got no business going in there anyway, so stay out! You understand, stay out!

Hallo. My name's Dick Halloran. I'm the Head Chef up at the Overlook Hotel.

Well, look sir, I hate to put you to any trouble, but there's a family up there all by themselves with a young kid, and with this storm and everything.

I'd sure appreciate it if you'd give them a call on your radio just to see if everything is okay.

Hallo, this is Dick Halloran again. I called a while ago about the folks at the Overlook Hotel.

Well, I just got in from Miami, and I've got to get up to the Overlook today. What's the weather like up there?

That means I'm going to need a snowcat to get up there, Larry. Can you fix me up with one?

Larry, just between you and me, we've got a very serious problem with the people who are taking care of the place. They've turned out to be completely unreliable assholes. Ullman phoned me last night, and I'm supposed to go up there and find out if they have to be replaced.

SUSIE holding DANNY 's hand . They walk L - R across Ballroom . CAMERA TRACKS with them to JACK , HALLORAN , WATSON , WENDY & ULLMAN .DANNY walks L - R from SUSIE to WENDY . WENDY looks at SUSIE .SUSIE exits cam.L . ULLMAN turns to HALLORAN .HALLORAN walks away to b.g. WENDY & DANNY follow him .ULLMAN , JACK & WATSON move out cam.L .

WENDY holding DANNY 's hand walks forward into kitchen with HALLORAN . CAMERA TRACKS BACK before them .HALLORAN laughs .HALLORAN laughs .HALLORAN points to cam.L and leans to cam.L taking hold of door handle .

HALLORAN opens door and steps into freezer . WENDY & DANNY stand in doorway . HALLORAN points to various items .HALLORAN laughs .HALLORAN points to step by door .

DANNY & WENDY , followed by HALLORAN , come out of Freezer .HALLORAN closes the door and turns to WENDY .HALLORAN , DANNY & WENDY walk forward - CAMERA TRACKS BACK with them .They all stop walking .HALLORAN bends down to DANNY .HALLORAN laughs and turns away to door cam.L . He opens door .

HALLORAN moves forward into Storeroom , followed by DANNY & WENDY . Groceries stacked on shelves .HALLORAN & WENDY move L - R - CAMERA TRACKS with them past shelf in f.g.M.S. DANNY standing by cardboard boxes . CAMERA TRACKS IN on him .M.S. HALLORAN talks inaudibly to WENDY , back to camera . CAMERA TRACKS IN on HALLORAN .M.C.S. DANNY .M.S. HALLORAN & WENDY move R - L to DANNY by open door . CAMERA TRACKS with them .

HALLORAN , followed by WENDY & DANNY move out of Storeroom cam.R.f.g .HALLORAN laughs as he closes Storeroom door . JACK , ULLMAN & WATSON walk forward from b.g.HALLORAN leans down to DANNY .HALLORAN laughs .HALLORAN straightens up and looks at JACK .HALLORAN takes hold of DANNY 's hand as ULLMAN , JACK , WENDY & WATSON move away to b.g.HALLORAN & DANNY move out cam.L .

ULLMAN , JACK & WENDY - followed by WATSON - move forward . CAMERA TRACKS BACK before them .They turn corner and walk away along corridor .

HALLORAN looking down cam.R .M.C.S. DANNY over HALLORAN - DANNY looking at HALLORAN . M.C.S. HALLORANM.C.S. DANNY over HALLORAN . DANNY looking at HALLORAN . M.C.S. HALLORANM.C.S. DANNYM.C.S. HALLORAN .M.C.S. DANNY M.C.S. HALLORANM.S. HALLORAN & DANNY sitting at table .M.C.S. DANNYM.C.S. HALLORANM.C.S. DANNYM.C.S. HALLORANM.C.S. DANNYM.C.S. HALLORANM.C.S. DANNYM.C.S. HALLORANM.S. HALLORAN & DANNY sitting at table .M.C.S. HALLORANM.C.S. DANNY .M.C.S. HALLORANM.C.S. HALLORANM.C.S. DANNY over HALLORANM.C.S. HALLORAN .M.C.S. DANNY over HALLORAN .M.C.S. HALLORAN .M.C.S. DANNY over HALLORAN .M.S. Shooting across table onto HALLORAN & DANNY .M.C.S. HALLORAN .M.C.S. DANNYM.C.S. HALLORANM.C.S. DANNYM.C.S. HALLORANM.C.S. DANNYM.C.S. HALLORANM.C.S. DANNYM.C.S. HALLORANM.C.S. DANNY . BLACK FRAMES . Superimposition over : A MONTH LATER

WENDY pushing trolley forward along corridor . CAMERA TRACKS BACK with her . She turns to cam.L and enters Lobby . CAMERA TRACKS R - L with her across lobby .

DANNY sitting on tricycle . He pedals out of Kitchen into Lounge , across it and back into Kitchen . CAMERA TRACKS FORWARD after him .

WENDY enters cam.L pushing trolley . She pushes it forward along corridor . CAMERA PANS L - R with her to door of their Apartment .

JACK asleep in bed , reflected in mirror . CAMERA TRACKS BACK . WENDY enters cam.R carrying tray . She walks forward . CAMERA TRACKS BACK with her . She puts tray down on table .CAMERA TRACKS FORWARD to JACK & WENDY reflected in mirror .JACK sticks his tongue out . WENDY picks up plate and glass of orange juice .WENDY walks forward to JACK and puts plate down cam.L . She hands him glass of orange juice and he drinks it .He puts empty glass down cam.L and picks up plate of eggs and bacon .WENDY sits down cam.R .JACK starts to eat bacon .M.C.S. WENDYWENDY laughs . M.C.S. JACK over WENDY .WENDY laughs .

Typewriter with sheet of paper in it . CAMERA TRACKS BACK and TILTS UP onto JACK throwing ball against wall . M.S. JACK back to camera throwing ball against wall .

WENDY running after DANNY from Hotel to Maze - CAMERA PANS L - R & TRACKS with them to entrance to Maze .DANNY & WENDY run into Maze . CAMERA TRACKS L - R onto plan of Maze on board .

DANNY & WENDY walking forward in Maze - CAMERA TRACKS BACK before them .M.S. WENDY & DANNY backs to camera walking away through Maze - CAMERA TRACKS FORWARD after them .WENDY & DANNY turn at dead end and walk away along Maze . CAMERA TRACKS after them .

JACK back to camera bounces ball on floor and catches it . Then he throws it away to b.g. . He walks away to model of Maze on table by window . CAMERA TRACKS FORWARD after him . He stops by model and leans on table . M.S. Shooting over model of Maze on table to JACK looking down at it . M.C.S. JACK looking down .

High Angle shooting down on Maze . WENDY & DANNY move through it . CAMERA TRACKS DOWN on Maze .M.S. DANNY & WENDY walk forward through Maze - CAMERA TRACKS BACK before them .BLACK FRAMES . Superimposition over : TUESDAY .

WENDY 's hands taking lid of can . CAMERA TRACKS BACK to table with portable T.V. Set on it . The set is switched on .WENDY carries tin to bowl on table .Picture on T.V. Set changes to MAN & WOMAN .SOUND OF CLICKS .

Rutherford was serving a life sentence for his conviction in the 1968 shooting and the search continues in the mountains near Uray today for that missing Aspen woman,

twenty - four year old Susan Robertson has been missing ten days. She disappeared while on a hunting trip with her husband. They have good weather right now, but they may have to call off the search if the predicted snowstorm moves in tomorrow.

But it's so beautiful here in Denver today, it's hard to believe a snowstorm could be that close.

I know. I want to go outside and lie in the sun. Yet to our north, to our west, it is snowing and cold, and it's moving

right here towards Colorado, right now as we talk. It's incredible.

DANNY back to camera on tricycle pedals away along corridors - CAMERA TRACKS after him . He looks at door cam.L and slows down , stopping . M.S. DANNY in f.g. Number 237 on door in b.g. M.C.S. DANNY looking at number . M.S. DANNY in f.g. Number 237 on door in b.g. M.L.S. Corridor . DANNY in f.g. gets off tricycle , and moves R - L to door of room 237 . He looks up at number - then reaches out to door handle and turns it . Door does n't open . He looks up at number . M.S. Two GRADY Girls holding hands . M.S. DANNY looking up at number on door . He moves L - R to his tricycle . CAMERA PANS with him . He sits on tricycle and pedals fast away along corridor .

Lounge . JACK sitting back to camera typing at table . CAMERA TRACKS FORWARD onto him . M.C.S. JACK typing . M.L.S. JACK back to camera typing at table in f.g. WENDY enters cam.R.b.g . and walks forward to JACK .WENDY stops cam.R of him . JACK pulls page from typewriter .WENDY kisses him .M.S. JACK looking up cam.L at WENDY .M.C.S. WENDYM.S. JACK looking up cam.L at WENDY .M.C.S. WENDYM.S. JACK looking up cam.L at WENDY .M.C.S. WENDYM.C.S. JACK .JACK hits his forehead with his hand .He picks up sheet of paper and tears it up . Then he throws the pieces down .M.C.S. WENDY .M.C.S. JACKJACK taps typewriter keys .M.C.S. WENDYM.C.S. JACKM.C.S. WENDY .M.L.S. WENDY standing cam.R of JACK back to camera sitting at table . She turns and walks away to b.g. CAMERA TRACKS BACK . M.S. JACK starts to type . Black Frames . Superimposition over : THURSDAY .

WENDY running R - L being chased by DANNY carrying snowballs . AD LIB SHOUTS & LAUGHTER . CAMERA TRACKS R - L with them past Hotel in b.g.

JACK at window watching WENDY & DANNY playing in the snow . CAMERA TRACKS IN to M.C.S. BLACK FRAMES . Superimposition over : SATURDAY

WENDY standing at switchboard with headset on her L.ear and putting plugs into switchboard .WENDY puts socket into various plugs .WENDY puts headset and plug down and turns away from switchboard . She walks R - L to door . M.L.S. WENDY walks out of switchboard - round counter and moves forward R - L across Lobby . CAMERA TRACKS BACK before her . She moves R - L into Office . CAMERA PANS with her . She stops at radio set and switches it on . She pulls microphone towards her .

RANGER seated at radio cam.L . MAN standing at filing cabinet cam.R . GIRL seated at desk cam.R .

Well, I would n't like to say. Most winters they stay that way until spring. Over.

Oh yes. It's one of the worst we've had for years. Is there anything else we can do for you, Mrs. Torrance? Over.

Well, if you folks have any problems up there just give us a call, and Mrs. Torrance.

I think it might be a good idea if you leave your radio on all the time now. Over.

Yes, I'm afraid a lot of lines around here are down, due to the storm.

I'd be glad to do that, sir. Oh why do n't you call me back in about eh twenty minutes?

This is KDK 1 calling KDK 12. KDK 1 calling KDK 12. Are you receiving me? This is KDK 1 calling KDK 12. KDK 1 calling KDK 12. Do you read me?

This is KDK 1 calling KDK 12. KDK 1 calling KDK 12. Are you receiving me?

Oh yeah. We tried to contract them several times by radio, but they did n't answer.

Now, maybe they've got their radio turned off or they're in a place where they ca n't hear it. If you like me to, I'd be glad to try them again later on.

WENDY holding mike - seated on cabinet with one foot up on desk .WENDY puts down mike .

DANNY pedals away along corridor on his tricycle . CAMERA TRACKS after him . He exits cam.R at the end of corridor . CAMERA TRACKS FORWARD along empty corridor .

DANNY pedals away along corridor . CAMERA TRACKS after him . He turns corner and stops as he sees the two GRADY Girls at the end . M.C.S. DANNY . M.L.S. DANNY back to camera in f.g. . The two GRADY Girls at end of corridor .M.C.S. DANNYM.L.S. DANNY back to camera in f.g. . The two GRADY Girls at end of corridor .M.S. . The two GRADY Girls laying on floor covered with bloodstains . Bloodstained axe on floor in f.g. Walls covered with bloodstains . M.L.S. Two GRADY Girls , holding hands and standing at end of corridor .M.S. . The two GRADY Girls lying on floor , covered with bloodstains . Bloodstained axe on floor in f.g. Wall covered with bloodstains . M.C.S. DANNY reacts . M.S. Two GRADY Girls holding hands and standing at end of corridor .M.S. . The two GRADY Girls lying on floor covered with bloodstains . Bloodstained axe on floor in f.g. Wall covered with bloodstains . M.S. Two GRADY Girls holding hands standing at end of corridor .M.S. Two GRADY Girls lying on floor covered with bloodstains . Bloodstained axe on floor in f.g. Wall covered with bloodstains . M.C.S. DANNY reacts . He puts hands over his eyes . Then he opens his fingers and looks through them . M.S. DANNY 's P.O.V. Empty corridor . M.C.S. DANNY looking through his open fingers . He lowers his hands from his face . M.L.S. DANNY back to camera in f.g. in empty corridor . M.C.S. DANNY .He raises up his R.hand and wiggles his forefinger as he speaks .BLACK FRAMES . Superimposition over : MONDAY .

Play on Television set , CAMERA TRACKS BACK from set to reveal WENDY , seated on sofa cam.L , watching set , DANNY seated on floor watching set also cam.R .Play on Television continues inaudibly in b.g.DANNY stands up and runs out cam.L .

Great. Sit down. Oh these marvellous doughnuts, help yourself. Coffee will be ready in a few minutes.

Door opens and DANNY appears . He enters room - CAMERA TRACKS BACK with him as he walks forward up steps . He looks to cam.R . CAMERA PANS L - R to JACK sitting on edge of bed . JACK looks towards camera . M.L.S. JACK seated on bed cam.R.f.g . DANNY standing at open door in b.g.JACK holds out his hand to DANNY , who walks forward . M.S. JACK sitting on bed . DANNY enters cam.L.f.g . and stops cam.R of JACK . JACK sits DANNY on his knee and puts his arms round him , kissing him .M.S. JACK over DANNY seated on his knee .JACK shakes his head .JACK smiles and looks at DANNY .M.S. DANNY over JACK .M.S. JACK over DANNY .BLACK FRAMES Superimposition over : WEDNESDAY

High Angle - DANNY playing on floor with toy cars and trucks . CAMERA TRACKS UP & BACK - yellow ball rolls in from f.g. and stops by one of DANNY 's trucks . DANNY looks up . M.L.S. DANNY , back to camera , in f.g. looking away along empty corridor . M.S. DANNY kneeling on the floor by his toys . He stands up .M.L.S. DANNY , back to camera , in f.g. Empty corridor in b.g. M.S. DANNY walks forward along corridor - CAMERA TRACKS BACK with him .M.L.S. Empty corridor . CAMERA TRACKS FORWARD to open door of Room 237 .CAMERA TRACKS FORWARD into room .

WENDY , holding clipboard . She looks at dials on boiler - then moves R - L to second boiler . CAMERA PANS with her . She looks at dials - then moves R - L to switchboard and presses two switches . She reacts as she hears JACK off groaning in his sleep . She puts down clipboard and moves L - R. CAMERA PANS with her . She starts to run away to entrance .

JACK leaning forward in chair with head resting on table . He groans and cries out as he sleeps . CAMERA TRACKS IN on them .

WENDY running away along corridor - CAMERA TRACKS after her .WENDY turns corner to entrance to Lounge .WENDY runs forward into Lounge and goes to JACK asleep at table . CAMERA TRACKS FORWARD .She puts her hands on his arm and back . JACK stirs and falls off chair onto floor . M.S. JACK groans as he lies on floor . WENDY enters cam.R and takes hold of his arm , assisting up onto his knees . He groans and gasps .She smoothes his hair with her hand .M.S. JACK & WENDYM.S. JACK over WENDY .He puts his hand up to his eyes .M.S. JACK handed up to his eyes - and WENDY .He lowers his hand .WENDY puts hand under his arm and he starts to rise .

DANNY back to camera in f.g. walks into Lounge . In b.g. WENDY helps JACK up into his chair . INAUDIBLE DIALOGUE . WENDY turns to DANNY and throws up her arm . CAMERA TRACKS FORWARD with DANNY .WENDY bends down to JACK .WENDY moves R - L behind table and moves forward to DANNY in f.g.She crouches down before DANNY and turns him cam.L to face her , and the window . He is sucking his thumb . She sees mark on his neck and tilts his head over sideways .She pulls DANNY 's thumb out of his mouth .She puts her arms round him . M.L.S. JACK , back to camera , leaning back in chair in f.g. WENDY kneeling with her arms round DANNY in b.g. M.C.S. JACK sitting in chair with his hand up to his head . M.L.S. JACK back to camera leaning back in chair in f.g. WENDY kneeling with her arms round DANNY in b.g. . She stands up and lifts DANNY up in her arms . M.S. WENDY holding DANNY in her arms .M.C.S. JACK .He shakes his head .He shakes his head . M.S. WENDY with DANNY in her arms moves backwards .She turns and runs away to entrance in b.g. M.C.S. JACK . He lowers his hand .

JACK enters cam.L in b.g. and walks forward . CAMERA TRACKS BACK before him . He mutters and flings his arms about . He stops and looks at notice on trestle - `` THE GOLD ROOM . '' JACK moves L - R into entrance of Ballroom . He reaches out cam.L and switches on lights - then moves away to lit bar in b.g.

JACK walks L - R across Ballroom - CAMERA TRACKS & PANS with him to bar . M.L.S. JACK leans over counter and looks down .JACK sits down and puts his hands up to his face .M.S. JACK with his hands up to his face . He lowers his hands and looks - he lowers hands to bar and smiles .JACK looks cam.R then back at camera .JACK laughs . M.S. LLOYD standing behind bar .LLOYD moves forward - CAMERA TRACKS BACK revealing JACK seated at bar .M.C.S. JACKM.S. LLOYDLLOYD turns away to bottles of shelf .LLOYD turns with bottle and glass to counter .M.S. JACK sitting at bar . LLOYD puts bottle and glass down on bar . LLOYD puts ice in glass and fills it from bottle .JACK looks at his wallet then at LLOYD .JACK laughs .M.C.S. LLOYDM.C.S. JACKM.C.S. LLOYDM.C.S. JACK looks at his glass .He drinks and lowers his glass - then looks at LLOYD . M.S. JACK sitting at bar . LLOYD behind bar .JACK taps on bar and LLOYD fills up his glass .M.C.S. JACKJACK laughs .M.C.S. LLOYDM.S. JACK over LLOYD . He points finger at LLOYD .JACK drinks - then swirls drink round in glass , putting glass down on counter .JACK laughs .M.C.S. LLOYDM.C.S. JACKHe looks cam.L then cam.R - throwing his hands out and sighing .He raps on counter with hand .JACK gestures with his hands .

It's not a matter that concerns you, Mr. Torrance - at least not at this point.

WENDY , sobbing , runs forward along corridor . CAMERA TRACKS BACK with her and PANS L - R into Ballroom . She runs away to JACK sitting at bat in b.g.

JACK sitting back to camera at bar . WENDY enters cam.R .M.C.S. JACKM.S. WENDY over JACK .M.C.S. JACK .

Montage of shots on T.V. Set for program `` NEWSWATCH . ''CAMERA TRACKS BACK to reveal T.V. Set . HALLORAN 's bare feet and legs on bed in f.g. Shot of GLEN RINKER on T.V. Set with superimposed title : '10 GLEN RINKER WPLG MIAMI 'M.C.S. HALLORAN - CAMERA TRACKS BACK to reveal him lying on bed , watching T.V.M.S. HALLORAN 's feet and legs on beg in f.g. GLEN RINKER on T.V. Set at foot of bed .M.S. HALLORAN lying on pillows . CAMERA TRACKS IN to C.S. his face , as he reacts .COMMENTATOR continues inaudibly in b.g.

From Channel 10 in Miami, this is Newswatch - with Glen Rinker and Bishop, and the award winning Newswatch team.

Good evening. I'm Glen Rinker Newswatch 10. While Miami continues to swelter in a record winter heatwave bringing temperatures to the mid and upper nineties, the Central and Rocky Mountain States are buried in snow. In Colorado ten inches of snow has fallen in just a few hours tonight. Travel in the Rockies is almost impossible.

Airports are shut down stranding thousands of passengers. Highways are blocked by snowdrifts. Railroad tracks are frozen. Officials in Colorado tell Newswatch at least three people have been killed by exposure to freezing winds. The Governor of Colorado is expected tomorrow to declare a weather emergency. The National Guard might be called out to clear streets and roads. Weather forecasters predict more snow and heavy winds tonight and tomorrow, with temperatures dropping well below zero.

Back here in South Florida, we've got just the opposite problem ; the heat and humidity are supposed to climb.

Local beaches should be jammed. Our weather expert Walter Cronice will have the local forecast later on.

Mantlepiece and fireplace . CAMERA PANS R - L across room to open door . Then TRACKS FORWARD through doorway to slightly open door of bathroom . CAMERA STOPS TRACKING . Door swings open to reveal YOUNG LADY seated in bath behind curtain . M.C.S. JACK M.S. YOUNG LADY seated in bath behind curtain . She draws curtain aside with hand . M.C.S. JACK - he smiles . M.S. YOUNG LADY stands up in bath . M.C.S. JACK M.S. YOUNG LADY steps out of bath . M.C.S. JACK - he smiles . M.S. YOUNG LADY walks forward from bath and stops in f.g. M.C.S. JACK - he moves forward . M.S. JACK moves forward to YOUNG LADY - she puts her arms round his neck . He puts his arms round her and they kiss . M.C.S. JACK over YOUNG LADY as they kiss . He opens his eyes and reacts . He pulls back from YOUNG LADY - CAMERA PANS L - R onto mirror . JACK & WOMAN reflected in it . He sees that she is covered with scars . He takes his arms away from her - she starts to laugh .

ELDERLY WOMAN lying in water in bath . WOMAN LAUGHING OFF . M.S. JACK shaking his head as he backs out of bathroom . M.S. Naked ELDERLY WOMAN laughing as she walks forward with outstretched arms .

Naked ELDERLY WOMAN lying in water in bath . WOMAN LAUGHING OFF . M.S. JACK backs down steps into living room - WOMAN LAUGHING OFF . M.S. Naked ELDERLY WOMAN laughing , as she walks forward with outstretched arms .

Naked ELDERLY WOMAN lying in water in bath . She starts to sit up . WOMAN LAUGHING OFF .

JACK backs out of Room 237 into corridor . He closes the door and locks it - then backs away along corridor . He exits cam.L . WOMAN LAUGHING OFF .

HALLORAN telephone up to ear . He dials number , then picks up phone and walks R - L to window . He turns and walks back L - R . He puts phone down .He puts telephone down .

We are sorry your call can not be completed as dialed. If you need assistance, please call the operator.

WENDY moves R - L in b.g. sobbing . KNOCK ON DOOR OFF . She reacts and runs forward .She moves R - L. CAMERA PANS with her down steps to front door . CAMERA TRACKS FORWARD after her .WENDY takes chain off door and opens it . JACK enters apartment .JACK closes front door .JACK & WENDY walks forward and move up steps to DANNY 's bedroom . CAMERA TRACKS BACK before them .JACK moves R - L and looks into darkened bedroom .JACK closes bedroom door and turns to WENDY .They move L - R into Living Room . CAMERA PANS with them and TRACKS after them across room .WENDY & JACK move into their bedroom .WENDY sits on bed .JACK sits down on bed beside her . M.C.S. WENDY sobbing .M.C.S. JACK over WENDY .M.C.S. WENDY shakes her head .M.C.S. JACK over WENDY .

DANNY lying awake on his bed . CAMERA TRACKS IN on him .M.S. Low Angle Door with word `` MURDER '' written backwards across it . M.C.S. DANNY lying awake on his bed . CAMERA TRACKS IN on him .

Blood gushing forward from lifts and surging up into camera lens .

JACK over WENDY .M.S. WENDY & JACK sitting on bed - JACK stands up and turns to her .He starts to move away . M.L.S. JACK walks forward from WENDY , sitting on bed . He crosses living room and CAMERA PANS R - L with him to steps leading to front door . He walks away down steps , opens front door and walks away along corridor . M.S. WENDY sitting on bed , starts to cry . She leans forward and buries her face in her hands .

JACK moves forward in kitchen . He sweeps coffee pot off table onto floor . CAMERA TRACKS BACK before him . He kicks coffee pots on floor , then sweeps rings off stove onto floor . He kicks rings as he leaves kitchen , moving into corridor . CAMERA TRACKS BACK before him . He stops and looks ahead .

Empty corridor . Balloons and streamers strewn about . CAMERA TRACKS FORWARD .

HALLORAN standing , phone up to ear .He picks up phone and walks R - L to window . CAMERA PANS with him .

HALLORAN , phone to ear , at window .HALLORAN moves L - R. CAMERA TRACKS with him . He puts phone on table .

RANGER sitting at radio , phone to ear .RANGER puts phone down .

JACK walks forward along corridor to Ballroom . He turns L - R into Ballroom - CAMERA TRACKS with him revealing crowded Ballroom . MAITRE D standing at entrance .JACK moves L - R across crowded Ballroom - CAMERA TRACKS with him to LLOYD serving behind bar . JACK sits at bar . LLOYD moves to him .LLOYD puts dishes of olives and peanuts on bar before JACK . M.S. JACK over LLOYD .M.C.S. LLOYDM.S. JACK over LLOYDM.C.S. LLOYDM.S. JACK over LLOYDJACK takes handful of peanuts and empties them into his mouth . LLOYD puts ice into glass . M.C.S. LLOYD preparing drink . M.S. JACK over LLOYD . LLOYD pouring drink . JACK takes out his wallet , takes out note and holds it out to LLOYD . LLOYD holds up his hand .JACK looks down at note and up to LLOYD .M.C.S. LLOYDM.S. JACK over LLOYD . JACK looks down at his note then up at LLOYD . M.C.S. LLOYDM.S. JACK over LLOYD . JACK puts note back into his wallet .He puts wallet away . M.L.S. LLOYDM.S. JACK over LLOYD . JACK tucking wallet into his hip pocket .M.C.S. LLOYDM.S. JACK over LLOYD . JACK smiles and picks up his drinks .JACK turns away from bar . M.L.S. JACK moves away from bar . He dances forward to center of room - CAMERA TRACKS after him . WOMAN enters cam.R.f.g . and walks away . WAITER -LRB- GRADY -RRB- , carrying tray of drinks , walks forward from b.g. . He bumps into WOMAN .GRADY staggers forward , colliding with JACK and spilling drinks down front of JACK 's jacket .He puts down tray and takes advocaat glass from JACK .GRADY puts glass on tray .GRADY mops JACK 's jacket with his serviette .GRADY bends down and picks up his tray .JACK & GRADY start to walk away to the Gentlemen 's . CAMERA TRACKS after them .JACK pats GRADY on his back .JACK & GRADY enter Gentlemen 's Toilet .JACK exits cam.R behind door .

Yes sir. Look um. I think the best thing is to come along to the gentlemen's room, sir, and eh.

Oh, they're somewhere around. I'm not quite sure at the moment, sir.

That's strange, sir. I do n't have any recollection of that at all. Mr. Grady, you were the caretaker here.

I'm sorry to differ with you, sir, but you are the caretaker. You have always been the caretaker, I should know, sir. I've always been here.

Did you know, Mr. Torrance, that your son. is attempting to bring an outside party into this situation? Did you know that?

Your son has a very great talent. I do n't think you are aware how great it is, but he is attempting to use that very talent against your will.

Indeed, he is, Mr. Torrance. A very willful boy. A rather naughty boy, if I may be so bold, sir.

Perhaps they need a good talking to, if you do n't mind my saying so. Perhaps a bit more.

My girls, sir, they did n't care for the Overlook at first. One of them actually stole a packet of matches

and tried to burn it down. But I corrected them, sir. And when my wife tried to prevent me from doing my duty I corrected her.

I and others have come to believe. that your heart is not in this, that you have n't the belly for it.

Your wife appears to be stronger than we imagined, Mr. Torrance. Somewhat more resourceful, she seems to have got the better of you.

I fear that you will have to deal with this matter in the harshest possible way, Mr. Torrance. I fear that is the only thing to do.

Men 's toilet . JACK moves in from cam.L.b.g . He holds door open .GRADY enters cam.L .GRADY walks forward and puts his tray down on basins cam.R . JACK walks forward .GRADY soaks his serviette under tap . JACK puts glass down cam.L and turns to GRADY cam.R .JACK laughs . GRADY starts to sponge JACK with serviette .GRADY sponges JACK .M.S. JACK over GRADY . GRADY sponging JACK 's jacket .GRADY sponges JACK 's trousers .JACK clears his throat .GRADY turns cam.L to basins to rinse serviette under tap . He turns back to JACK and sponges his jacket .GRADY sponges JACK 's trousers .GRADY sponges JACK 's jacket sleeve .JACK takes serviette away from GRADY and wipes his hand with it .JACK throws serviette into basin cam.L . M.L.S. GRADY over JACK .M.S. JACK over GRADY .M.C.S. JACK laughs . M.C.S. GRADYM.C.S. JACK . He shakes his head .M.C.S. GRADYM.C.S. JACKM.C.S. GRADYM.C.S. JACKM.C.S. GRADY

JACKM.C.S. GRADYM.C.S. JACKJACK smiles . M.C.S. GRADY .M.C.S. JACK . He looks about .JACK looks about .M.C.S. GRADY .M.C.S. JACK .M.C.S. GRADYM.C.S. JACK smiles . M.C.S. GRADY .

WENDY , crying and holding cigarette , walks R - L from Living Room into Bedroom . CAMERA PANS with her .WENDY turns and walks L - R back into LIVING ROOM - CAMERA TRACKS IN and PANS with her .WENDY turns and walks R - L into Bedroom - CAMERA PANS with her .WENDY reacts and turns to cam.R . She runs away to DANNY 's bedroom door in b.g.

WENDY opens door and stands in doorway .WENDY moves R - L from door . CAMERA PANS with her and TRACKS BACK to reveal DANNY sitting up in bed . WENDY sits beside him .M.C.S. DANNY over WENDYM.C.S. WENDY over DANNYM.C.S. DANNY over WENDY .M.C.S. WENDY over DANNY .M.C.S. DANNY over WENDY .M.C.S. WENDY over DANNY .She leans forward and puts her arm round him . She strokes his hair .

JACK walking L - R past reception desk . CAMERA TRACKS with him to office . He goes in and switches on lights .

JACK walks from office into inner office . CAMERA TRACKS after him . He stops by radio set .M.S. JACK looking down at radio set . He tries to take the cover off .JACK unscrews back of set and lifts cover off radio . He drops it on floor .He reaches out to the set with his hand . M.C.S. JACK 's hand touches component in set . He pulls it out .He pulls two more components out of set . He rattles them in his hand , then moves out cam.L .

HALLORAN , phone to ear , walks R - L towards window . CAMERA PANS with him .

RANGER sitting at radio , phone to ear .MAN enters from cam.R.f.g . and walks away to b.g.

HALLORAN , phone to ear .He walks L - R. CAMERA TRACKS & PANS with him . He puts phone down on receiver , and puts his hand up to his head . BLACK FRAMES . Superimposition : 8 a.m.

HALLORAN sitting in seat . CAMERA TRACKS BACK to reveal other passengers in their seats . HALLORAN turns in his seat and looks cam.L . STEWARDESS enters from cam.L and stops beside HALLORAN .STEWARDESS walks out cam.R . HALLORAN looks at his wristwatch .

Shooting through entrance onto JACK seated , back to camera , typing at table in b.g. CAMERA TRACKS FORWARD onto JACK .

MAN standing cam.L . MAN sitting reading magazine . DURKIN enters . He stamps snow off his feet and moves L - R. CAMERA PANS with him behind counter . He picks up ringing phone .

Well, the snow ploughs are keeping things moving in town, but the mountain roads are completely blocked.

What's the big deal about getting up there today, especially in this kind of weather?

HALLORAN 's car moving forward along snow covered road . CAMERA TRACKS BACK with it .

Well, good morning to you, Hal and Charlie on Radio 63, KHOW Denver

and, Charlie, we have what you call your bad day out there. What you call your heavy snow, snowing hard throughout the eh Denver metro area. Many of the mountain passes - Wolf Creek, and Red Mountain passes are already closed.

and the chain law is in effect right now at the Eisenhower Tunnel. I guess as we've just heard from the news forecast, Charlie, a few of the flights are still landing out at Stapleton International Airport, and, with these early storms like this, I guess the entire airport will probably be closed within the hour. Yeah, they're just not prepared. The storm will continue throughout the day, and the national weather service. has declared a stopmans and travelers advisory. for all areas outlying the Denver metro region - get the cows in the barn. There you go. Many businesses.

HALLORAN sitting behind wheel as he drives along road L - R.M.S. Shooting from behind HALLORAN through windscreen as he drives along road , passing overturned truck cam.L .

DANNY & WENDY sitting at table watching T.V. Set cam.L . WENDY inhales cigarette and looks at her watch . She puts cigarette out cam.R .WENDY strokes his hair , then takes hold of his chin and turns his face to her .She lowers her hand from his chin and strokes his hair .She strokes his hair .DANNY holds up his forefinger and wiggles it .WENDY kisses DANNY 's head .She kisses his head and strokes his hair - then stands up and walks away to door . She stops and picks up a baseball bat from cam.R . She walks away through open doorway , and exits cam.R .

WENDY , carrying baseball bat , walks away into Lounge . As she goes , she turns and looks about her - CAMERA TRACKS after her .She looks about and then moves L - R past table , with his typewriter on it . She walks L - R behind pillar and appears again on the other side . CAMERA TRACKS with her .WENDY stops and looks about . M.L.S. WENDY , holding bat , in f.g. . She turns and walks away to JACK 's typewriter on table in b.g. M.S. Low Angle - JACK 's typewriter in f.g. WENDY moves forward into shot . She looks down at sheet of paper in typewriter . M.C.S. Sheet of paper in typewriter with repetition of line on it , reading : `` ALL WORK AND NO PLAY MAKES JACK A DULL BOY . '' Sheet of paper is turned up , showing repetition of line . Again sheet of paper is turned up showing repetition of line . M.S. Low Angle - WENDY looking down at sheet of paper in typewriter . She looks cam.R - then moves to cam.R . M.S. Sheets of paper , filling cardboard box . CAMERA TRACKS IN on top sheet , showing repetition of the line `` ALL WORK AND NO PLAY MAKES JACK A DULL BOY . '' filling sheet . M.S. Low Angle WENDY looking down at box of paper in f.g. . She holds up top sheet and looks at it - then puts it down in box . M.C.S. Sheets of paper filling box . WENDY 's hand enters cam.L.f.g . She flicks through sheets of paper and sees they are all filled with repetition of line : `` ALL WORK AND NO PLAY MAKES JACK A DULL BOY . '' M.S. Low Angle - WENDY flicking through sheets of paper in box . M.S. Pillar . CAMERA TRACKS R - L revealing WENDY , back to camera , looking through sheets of paper in box on table in M.L.S. JACK enters cam.R.f.g .WENDY SCREAMS and turns round to face JACK .JACK moves away towards table . WENDY walks R - L along table . M.S. JACK moves forward . CAMERA TRACKS BACK before him .He stops by chair and puts his hand on back of it . M.S. WENDY holding bat .M.S. JACK - hand on back of chair .JACK moves R - L to table . CAMERA TRACKS BACK .JACK flicks through sheets of paper in box - then looks towards WENDY .M.S. WENDY holding bat .M.S. JACKJACK moves forward L - R. CAMERA PANS with him .M.S. WENDY , holding bat , moves L - R. CAMERA PANS with her .

Blood clear from camera lens revealing furniture floating about on river of blood .

Low Angle Door with word `` MURDER '' scrawled in reverse on door .

JACK moves forward .M.S. WENDY holding bat gives nervous laugh . M.S. JACK moves forward R - L - CAMERA PANS & TRACKS BACK with him .M.S. WENDY holding bat moves back R - L. CAMERA PANS with her . She weeps .M.S. JACKM.S. WENDYM.S. JACKM.S. WENDY holding bat .M.S. JACKM.S. WENDY holding bat .M.S. JACK moves forward - CAMERA TRACKS BACK before him .M.S. WENDY holding bat moves back .M.S. JACK moves forward . CAMERA TRACKS BACK before him .M.S. WENDY holding bat moves back .M.S. JACK points to himself as he moves forward .M.S. WENDY holding bat moves backwards .M.S. JACK moves forward . CAMERA TRACKS BACK before him . He points to himself and gestures .M.S. WENDY holding bat moves backwards . M.S. JACK moves forward - CAMERA TRACKS BACK before him .M.S. WENDY holding bat moves backwards L - R to foot of stairs . CAMERA PANS with her . She moves onto first step .M.S. JACK moves forward L - R. CAMERA PANS with him .M.S. WENDY holding bat backs up stairs .JACK moves in cam.R.f.g .WENDY swinging bat before her backs up stairs . JACK moves after her . CAMERA TRACKS FORWARD after them .WENDY sobs .M.S. High Angle JACK over WENDY . He moves forward up stairs . She backs away . CAMERA TRACKS BACK and UP before them .JACK reaches up to her .WENDY swings bat in front of her as she backs up stairs .WENDY waves bat in front of her . JACK laughs .M.S. Low Angle WENDY swinging bat in front of her , backs up stairs . JACK follows her - CAMERA TRACKS FORWARD after them .M.S. High Angle JACK over WENDY . She swings bat in front of her , as she backs away and he follows her .M.S. Low Angle WENDY over JACK . CAMERA TRACKS FORWARD as they come up stairs .M.S. High Angle JACK over WENDY . She swings bat in front of her as they move up stairs . CAMERA TRACKS with them .JACK reaches up with hand . WENDY hits his hand with bat . SHE SCREAMS . HE YELLS and grabs his wrist . M.S. Low Angle WENDY over JACK .WENDY hits JACK on head with bat . M.S. High Angle JACK over WENDY - he throws up hand and leans back . M.L.S. Low Angle WENDY over JACK . He falls backwards down stairs . CAMERA PANS L - R with him as he somersaults down stairs , stopping face down on half landing . M.L.S. High Angle WENDY back to camera at top of stairs . JACK lying facedown on half landing .

JACK lying on his back on floor . He GROANS as he is dragged along R - L. CAMERA TRACKS with him .

WENDY , holding JACK 's ankles , drags him backwards to food store door . She undoes bolt , then tries to open door . JACK GROANS . M.S. Low Angle WENDY tugging at handle . JACK GROANS OFF . M.C.S. WENDY tugging at handle . She looks down cam.R . M.C.S. JACK , lying on his back on the floor GROANING , starts to come to . His eyes open and he lifts his head up . M.C.S. WENDY , tugging at door handle . M.C.S. WENDY 's hand on handle . She takes out pin on chain in handle and tugs handle open . M.S. WENDY swings door open . Then she takes hold of JACK 's ankles . M.C.S. JACK .M.S. WENDY pulling JACK by the legs into food store .M.S. High Angle JACK on his back being dragged through door into food store .WENDY puts his feet down and moves away to door .M.S. Low Angle WENDY 's feet and legs move forward from JACK - She exits cam.R.f.g . JACK rolls over onto his elbow . Door closes in f.g. M.S. JACK on floor in f.g. WENDY in b.g. closes the door . JACK gets onto his feet . He GROANS and grips his R. ankle , staggering against cardboard boxes . They fall down onto him .

WENDY puts pin in handle , and backs L - R away from door . CAMERA PANS with her .WENDY turns away and looks about .WENDY sees knife in rack on wall and lifts it out of rack . She turns to face food store door .WENDY backs away to table .WENDY , resting one hand on table , weeps as she sinks to her knees .

WENDY kneeling by table . She is weeping and puts her hand up to her head .

Low Angle JACK listens to her weeping .He puts hand up to head .He takes his hand away from his head .

WENDY weeping as she kneels by table .WENDY stands up . CAMERA TILTS UP with her .WENDY walks R - L. CAMERA PANS with her to food store room door .She weeps .

WENDY by food store door .He laughs off .He laughs off . WENDY exits cam.L .

WENDY carrying knife runs forward - CAMERA PANS L - R with her as she runs to door . She forces it open .

WENDY forces door open against snow and walks out on snow . CAMERA PANS L - R with her to edge of porch . She runs away to b.g. M.L.S. WENDY runs L - R along front of hotel - CAMERA TRACKS with her .

Snowcat in garage . WENDY seen through open doorway . She runs forward and enters garage , carrying knife . She stops at entrance . Then she moves L - R towards Snowcat , and picks up distributor cap . CAMERA TRACKS IN on her , reacting to damaged distributor cap . BLACK FRAMES . Superimposed over : 4 p.m.

JACK asleep on sacks . CAMERA TRACKS BACK . KNOCK ON DOOR OFF . JACK stirs and rubs his eyes . KNOCK ON DOOR OFF . Jack sits up .CAMERA TRACKS BACK as JACK feels his R. ankle .JACK puts his hand up on shelf .JACK stands up and moves R - L behind shelves towards door . CAMERA TRACKS with him .JACK moves R - L to door and leans on it with his hand .M.C.S. JACK by door .He moves back R - L from door .He puts his hand up to his head .He lowers his hand from his head .JACK laughs .JACK nods his head .SOUND OF BOLT BEING DRAWN & HANDLE BEING UNFASTENED OFF .

HALLORAN driving Snowcat forward along snow - covered road between banks of trees .

HALLORAN driving Snowcat L - R along road . M.S. Shooting from behind HALLORAN sitting cam.L through windscreen , with wipers working , as he moves forward along snow - covered road . Trees on either side of road .

DANNY moves away R - L towards his MOTHER asleep in bed . CAMERA PANS with him .DANNY stops beside WENDY asleep in bed .WENDY stirs in bed . DANNY reaches out with his hand for knife on table cam.R of bed .DANNY holds up knife .He feels blade .He takes hand away from blade .He turns away from bed and holding knife up walks L - R. CAMERA PANS with him .He stops by dressing table .He picks up lipstick from dressing table .He turns away from dressing table .DANNY walks R - L away to door - CAMERA PANS with him .

DANNY holding knife and lipstick at door . WENDY asleep in bed in b.g.He starts to write with lipstick the word `` MURDER '' IN reverse on the door .He finishes writing word and looks at word .He turns and walks away to WENDY asleep in bed .WENDY wakes and sits up with a SHRIEK . M.S. DANNY beside WENDY in bed .WENDY gets out of bed and takes knife away from him .WENDY puts her arms round DANNY and pulls him towards her . She looks over his shoulder .She reacts - CAMERA ZOOMS IN on her face . M.S. WENDY 's P.O.V. . The word `` MURDER '' written by DANNY on door - reflected in mirror . CAMERA ZOOMS IN on word . SOUND OF AXE STRIKING DOOR OFF . M.C.S. WENDY shrieks and looks cam.L . She puts her hand up to DANNY 's head .

WENDY , with DANNY in her arms , looks about , then moves to door with `` MURDER '' in reverse written on it . She opens door and goes into bathroom , with DANNY , closing door behind her .

WENDY , with DANNY clinging to her , closes the door . Then she bolts and locks it .

WENDY & DANNY move R - L from door to window . She drops knife in basin as she passes it . CAMERA PANS with them . WENDY unbolts window and raises the bottom part .

DANNY clinging to WENDY looks over his shoulder as he hears axe splintering door OFF .

WENDY looking out of window . L.S. HOTEL . WENDY at bathroom window . She draws back into bathroom .

JACK pulls piece of wood away from splintered panel , and looks through gap . M.C.S. JACK at gap in panel .He looks down . CAMERA TILTS DOWN - he removes a piece of wood with hand and then reaches in and unlocks door .

WENDY pushes DANNY out through open window onto snow . She lets him go and he slides L - R down snow . He stands up at the bottom , and looks up at WENDY at window . M.S. WENDY struggling to get out of open window .

JACK , carrying axe , moves up stairs from open front door . CAMERA TRACKS BACK with him .

WENDY struggling to get out of bathroom window . She goes back into bathroom . M.S. DANNY looking up cam.L at bathroom window .

JACK , carrying axe , walks away across Living Room into Bedroom . CAMERA TRACKS after him .

WENDY trying to force window up higher . She looks over her shoulder , then puts her head down to open window .

JACK enters cam.R . He stops at Bathroom door . HE RAPS ON DOOR .

WENDY with head out of open Bathroom window .L.S. WENDY at Bathroom window cam.L . DANNY at foot of slope of snow looking up cam.L .DANNY runs away L - R.

WENDY by open window . She moves L - R to basin . CAMERA PANS with her . She picks up knife and moves R - L to side of door . CAMERA PANS with her .

JACK at Bathroom door .M.S. JACK holding axe back to camera at Bathroom door .He swings axe back . M.S. JACK swings axe twice at Bathroom door . WENDY SCREAMS OFF .

WENDY standing at side of door . JACK 's axe appear through door . WENDY SCREAMS . JACK 's axe repeatedly appears and splinters door . WENDY screams .Head of axe appears through splintered door . WENDY SCREAMS .Head of axe appears again through door . WENDY SCREAMS .M.C.S. Splintered door panel .JACK in b.g. swings axe at door and smashes away the splintered wood .

JACK swings axe at splintered door .JACK moves L - R to gap in splintered door . WENDY SCREAMS OFF .

JACK 's face at gap in splintered door .M.C.S. WENDY holding knife SCREAMS . M.C.S. JACK 's smiling face at gap in splintered door . He moves backwards and reaches in through gap . M.C.S. JACK 's hand in through gap in door to key on inside of door . M.S. WENDY strikes down with knife . M.C.S. JACK 's hand on key . WENDY 's knife slashes across back of his hand , and withdraws cam.R . JACK 's hand moves to gap in door . JACK YELLS OFF . M.C.S. JACK 's face at gap in door . HE IS YELLING . He looks down and turns away from door .

Shooting from behind HALLORAN sitting back to camera L.f.g. through windscreen as he drives along snow - covered road .

WENDY at side of door . She looks cam.R as she hears HALLORAN 's Snowcat approaching OFF .

JACK at Bathroom door - he turns round as he hears HALLORAN 's Snowcat approaching OFF . He looks down cam.L .

HALLORAN 's Snowcat moves R - L along snow - covered road . CAMERA TRACKS with it revealing Overlook Hotel in b.g.

JACK looking cam.R . He turns away to splintered door . SOUND OF SNOWCAT OFF .

HALLORAN 's Snowcat moves R - L along front of Hotel . CAMERA TRACKS with it . Snowcat stops .

DANNY runs forward along corridor . CAMERA TRACKS BACK before him . He runs into kitchen - stops and moves L - R to oven . He kneels down beside it . CAMERA PANS with him . DANNY slides oven door open R - L and crawls into it . M.C.S. DANNY in oven slides door R - L. M.S. Oven door sliding L - R. M.S. JACK holding axe limps R - L through kitchen . CAMERA TRACKS with him .

WENDY sobbing at side of door - then she moves to door and slashes at it with knife .

HALLORAN walking R - L. CAMERA TRACKS with him . He moves to door left open by WENDY . He pulls it open wide and exits into Hotel .

JACK holding axe moves forward - CAMERA PANS R - L and TRACKS with him . He moves away up stairs .JACK at top of stairs .JACK moves away from stairs CAMERA TRACKS after him . JACK moves R - L and looks down at Lobby . CAMERA TRACKS after him .M.L.S. HALLORAN moves forward along corridor . CAMERA TRACKS FORWARD .HALLORAN moves R - L to entrance to Lobby .HALLORAN moves away into Lobby . CAMERA TRACKS FORWARD after him .JACK , holding axe , YELLS as he steps from behind pillar cam.R and moves towards HALLORAN . M.S. JACK YELLING as he swings axe at HALLORAN . M.C.S. HALLORAN 's chest - axe pierces raincoat and blood oozes out . M.C.S. DANNY , with his mouth wide open . M.S. JACK over HALLORAN . JACK holding onto shaft of axe . M.C.S. HALLORAN , with his mouth wide open . M.C.S. DANNY , with his mouth wide open . M.S. JACK over HALLORAN , holding onto shaft of axe . M.C.S. HALLORAN , with his mouth wide open , sinks down out of shot . M.C.S. DANNY , with his mouth wide open . M.C.S. JACK rises up into shot . M.L.S. JACK holding axe standing beside body of HALLORAN on floor . JACK limps forward . CAMERA TRACKS BACK before him .He stops at corridor to kitchen .M.L.S. JACK back to camera in R.f.g. DANNY climbs out of oven in b.g. JACK moves forward . DANNY exits cam.R.f.g . JACK limps away . CAMERA TRACKS IN after him .

High Angle WENDY runs up stairs L - R . She pauses on landing .CAMERA TRACKS BACK before WENDY as she goes up next flight of stairs . She stops at top of stairs and looks along landing . M.L.S. WENDY 'S P.O.V. Shooting along landing into open doorway of bedroom . MAN , dressed in Dog 's costume , kneeling at foot of bed . He leans back and looks towards her . MAN , in evening dress , leans forward and looks at WENDY . CAMERA ZOOMS IN on them . M.S. WENDY , holding knife , at top of stairs backs away - then turns and runs away along corridor , exiting cam.L at end .

JACK , holding axe , limps forward and moves L - R through entrance . He walks away to open door . CAMERA TRACKS after him . He stops in doorway .

Shooting from door . HALLORAN 's Snowcat in b.g. CAMERA PANS L - R.

JACK , holding axe , at open doorway . He comes in and moves L - R to switch panel on wall . He opens cover and presses switches down . He leans towards open doorway and watches lights going on outside .

DANNY crouched behind track of HALLORAN 's Snowcat . He peers round corner .

DANNY by track of HALLORAN 's Snowcat . He moves away L - R. M.L.S. JACK limps away from door .M.S. DANNY runs L - R and exits cam.R . M.S. JACK limping L - R from Hotel . CAMERA TRACKS with him .M.L.S. DANNY running away L - R across snow . CAMERA PANS with him . He runs into Maze . M.S. JACK limping L - R. CAMERA TRACKS with him . Hotel in b.g.

DANNY running away through Maze . CAMERA TRACKS after him . He looks back over his shoulder . M.S. JACK in the Maze . He limps forward . CAMERA TRACKS BACK before him .He looks down . M.C.S. DANNY 's footprints in snow . CAMERA TILTS UP & TRACKS FORWARD along DANNY 's footprints . M.C.S. DANNY 's feet and legs running away through Maze . CAMERA TRACKS FORWARD .

WENDY , carrying knife , runs forward into kitchen . She looks towards stairs in b.g.WENDY stumbles forward through coffee pots and rings on floor . CAMERA TRACKS BACK before her .WENDY turns R - L. CAMERA TRACKS with her . She moves away along corridor . CAMERA TRACKS after her . She stops at corner . CAMERA CONTINUES PAST her revealing HALLORAN lying dead on floor of lobby . M.C.S. WENDY reacts . M.L.S. HALLORAN 's body lying on floor . CAMERA ZOOMS IN on it . M.C.S. WENDY looks about . She moves away R - L. CAMERA PANS with her . She SCREAMS and turns to cam.R . CAMERA WHIP PANS L - R onto M.L.S. INJURED GUEST . M.S. WENDY reacting - knife trembles in her hand . M.C.S. INJURED GUEST , with scar running down his head and face . He raises glass he is holding .M.S. WENDY SCREAMING turns and runs away .

DANNY running away through Maze . CAMERA TRACKS after him .M.S. JACK limps forward in Maze . CAMERA TRACKS BACK before him .

WENDY runs forward .WENDY runs forward and then moves R - L. CAMERA PANS with her - she stops cam.R.f.g . and SCREAMS . M.C.S. WENDY looking about . M.L.S. SKELETONS sitting in chairs . Bottle of champagne on table in f.g. M.S. SKELETONS sitting at table with bottle and glasses on it . M.L.S. SKELETONS sitting in chairs round tables with bottles on them .

JACK limps away through Maze . CAMERA TRACKS FORWARD after him . M.S. DANNY steps backwards in his footprints in snow . M.S. JACK limps forward laughing .M.L.S. DANNY stepping backwards in his footprints in snow . He jumps L - R landing in snow , and crawls L - R - brushing his traces in the snow out with his hands .

WENDY holding knife runs forward . She slows down as she nears f.g. . She moves R - L. CAMERA PANS with her to open door . She stops by doorway and looks along corridor towards lift doors in b.g. M.S. Lift doors . Blood gushes in cam.L and surges forward along floor . M.C.S. WENDY reacts . M.S. Lift doors . Blood gushes in cam.L and cam.R - surging forward in wave towards camera .

DANNY sitting leaning against side of Maze . CAMERA TRACKS R - L revealing JACK , holding axe , cam.R.b.g . He limps R - L and moves away along Maze . M.S. DANNY 's footprints in the snow - CAMERA TRACKS FORWARD and stops when footprints end . CAMERA TILTS UP to snow without footprints . M.C.S. JACK - he looks about then back and forwards - and finally cam.R .He looks cam.L . M.C.S. DANNY crouched against side of Maze .M.S. JACK - he looks about then cam.L .M.L.S. JACK limps L - R and exits cam.R . M.S. DANNY appears from behind mound of snow and moves forward R - L. M.L.S. DANNY 's P.O.V. Empty Maze . M.S. DANNY moves away R - L from mound of snow . CAMERA PANS with him . He runs away along Maze . M.S. Footprints in snow in Maze . CAMERA TRACKS FORWARD along footprints . M.L.S. JACK , back to camera , limping away along Maze . CAMERA TRACKS after him . M.S. JACK limps forward along Maze . CAMERA TRACKS BACK before him . M.S. CAMERA TRACKS FORWARD along Maze . M.S. DANNY runs forward along Maze . CAMERA TRACKS BACK . M.L.S. JACK moves to opening cam.R . CAMERA TRACKS FORWARD - he turns and moves R - L to opening cam.L . CAMERA PANS with him . He stops and turns - then moves L - R. CAMERA PANS with him and TRACKS after him as he limps along MAZE .

WENDY sobbing and holding knife runs away to HALLORAN 's Snowcat in b.g. CAMERA TRACKS FORWARD after her . She stops by Snowcat and looks about .

DANNY runs forward in Maze . CAMERA TRACKS BACK . DANNY looks over his shoulder and falls down in snow at entrance .

WENDY standing by HALLORAN 's Snowcat . She throws down knife .She runs forward and out cam.R.f.g . M.L.S. DANNY lying on snow at entrance to Maze . He gets up and runs R - L. CAMERA PANS with him .DANNY runs R - L into WENDY 's arms as she kneels on snow .WENDY hugs and kisses DANNY .

JACK holding axe limps forward - CAMERA TRACKS BACK .JACK GROANS .

WENDY holding DANNY moves R - L to HALLORAN 's Snowcat . CAMERA PANS with them . WENDY opens door of Snowcat and lifts DANNY up to cab .

JACK GROANING staggers away along Maze - CAMERA TRACKS after him .He stumbles and lies in snow . He struggles up to his feet .

Snowcat with lights on moves R - L in front of Hotel , then turns to cam.R . JACK SHOUTS INAUDIBLE OFF .

JACK staggers forward . CAMERA TRACKS BACK - INDISTINCT SHOUTS . He GROANS as he moves forward R - L.

JACK staggers forward along Maze . CAMERA TRACKS BACK - INDISTINCT MOANS & GROANS . M.L.S. JACK staggers away along Maze . CAMERA TRACKS after him . INDISTINCT MOANS . He slumps down cam.L against side of Maze .

JACK sitting up to his chest in snow dead . Snow and icicles on his face .

Entrance to Gold Ballroom - CAMERA TRACKS FORWARD through entrance to photographs on wall . CAMERA TRACKS IN close on photograph of Guests at Ball . M.S. Photograph of Guests at Ball . M.C.S. Photograph of YOUNG MAN in dinner jacket . CAMERA OVERLOOK HOTEL , JULY 4th BALL , 1921 . FADE OUT . BLACK FRAMES .

BABIES in bassinets , isolettes , incubators . BABIES sleeping , BABIES blinking , BABIES cooing , BABIES chirping , BABIES squalling . It 's the SQUALLING BABIES , the ones with pinched faces and tiny bunched fists , that seem to interest the TWO ANONYMOUS MEN in Military Uniforms . -LRB- Their anonymity is assured by the angles from which they are seen ; they are hands , they are feet , they are the backs of heads . -RRB- A lone NURSE watches them grimly as they make their `` selections , '' marking the cribs of the most active , noisy BABIES with X 's .

ANGLE ON VAN DOORS slamming shut on a dozen squalling BABIES in tiered red cribs . ANGLE ON THE VAN pulling away from the loading dock of the large hospital as a date is SUPERED over the scene . 1992 .

Vicious teeth , savage snarls , tearing flesh as three fierce fighting DOGS battle a single WOLVERINE in large steel cage . The cage is in the middle of a gloomy windowless room surrounded by twenty TWO - YEAR - OLDS seated on folding chairs and dressed in identical gray overalls . As the TWO - YEAR - OLDS watch the battle , amazement on their innocent faces , a date appears SUPERED over the scene . 1994 . WE DISCOVER in the shadows more ANONYMOUS MEN -LRB- and WOMEN -RRB- , some of them in Military Uniforms , observing the children .

It 's creepy : the same children two years older , milling about a bare cement room , apparently unsupervised . They ought to look cute , but somehow these joyless FOUR - YEAR - OLDS look slightly sinister , all of them wearing drab uniforms and military burr - cut hair . Again a date is SUPERED over the scene - 1996 . - just as an AGGRESSIVE FOUR - YEAR - OLD approaches a PASSIVE FOUR YEAR - OLD seated on the floor and kicks him . It 's a harmless child 's kick . But then , as the DATE DISAPPEARS , he kicks the PASSIVE FOUR - YEAR - OLD again . And again . The servo - motor in a remote video camera mounted high on the wall WHINES slightly as the camera pans to the record the action .

Puzzles . Fingers fit shapes into holes . The puzzles are n't fun puzzles ; they 're obviously tests of intelligence or dexterity or both . SIX - YEAR - OLDS now , the boys perform in a grim room under fluorescent lights as more ANONYMOUS MEN and WOMEN in polished shoes and sharply creased military slacks cruise the aisles , observing . As a date appears SUPERED over this scene . 1998 . WE NOTICE one of the SIX - YEAR - OLDS is becoming familiar to us . TODD . We NOTICE his intense eyes as he dexterously manipulates a puzzle .

Behind a cyclone fence topped with curlicues of razor wire , the boys , now TEN - YEAR - OLDS , are marching in formation under the supervision of a -LRB- faceless -RRB- DRILL SERGEANT . Again a date is SUPERED over the scene . 2002 .

Fourteen - year - old TODD is doing bench presses in shorts while all around him his FOURTEEN - YEAR - OLD COMRADES work out with weights in a very grim and spartan gym that resembles a sinister concentration camp more than the yuppie spas of the 20th Century . The date appears SUPERED over the scene . 2006 .

The FOURTEEN - YEAR - OLDS , TODD among them , jump , roll , dive , crawl , swim , and rappel through a brutal course featuring : vertical wooden walls , fast moving rapids , tangles of barbed wire , steep rock faces , and finally a jungle of dangling chains with tiny circular `` platforms '' about eight inches in diameter every ten feet . FOURTEEN YEAR OLDS bloody each other with pugil sticks and padded cudgels while they swing twenty feet above the ground . One of them is knocked off , plummets downward . CRUNCH !

Long even strides , two inches of snow . Breathing hard , the SIXTEEN - YEAR - OLDS now lope through hills and woods in shorts and T - shirts , their breath coming in steamy blasts as the date is SUPERED over the scene . 2008 . This a brutal cross country run under a grim sky in bitter cold weather , but the SIXTEEN - YEAR - OLDS are super - fit , their faces hard and without expression , their eyes as cold as snake eyes . Except for the STRAGGLER , a lone boy who 's bringing up the rear , obviously in trouble , gasping for air , struggling , struggling , struggling to keep his feet . ANGLE ON A HILL where ANONYMOUS OBSERVERS , all in military dress , watch . ANGLE ON THE STRAGGLER , unable to keep his feet , going down , gasping . With fearful eyes , he looks toward the hill where he knows the OBSERVERS are . ANGLE ON THE PACK , sixteen SIXTEEN - YEAR - OLDS not looking back , even as a single SHOT rings out . TODD does n't even blink , just keeps running .

Suddenly , out of nowhere , a scary mechanized pop - up target , a MILITARY FIGURE , erupts from the long grass , weapon pointing . Before the weapon can flash a laser bean , AUTOMATIC FIRE ravages the target and it disappears back into the grass . The boys , EIGHTEEN - YEAR - OLDS now , are wearing combat gear and carrying automatic weapons as they advance through a sloping field of tall grass . Different sophisticated TARGETS pop up urgently , sometimes close , sometimes far , some MOVING rapidly on tracks . The EIGHTEEN - YEAR - OLDS expertly mow down menacing MILITARY FIGURES while holding their fire when ANIMAL TARGETS or UNARMED CIVILIANS and CHILDREN appear . The eighteen - year - old on point is RILEY , a muscular redhead . TODD is right behind him as a date is SUPERED over the scene . 2010 . Suddenly multiple TARGETS appear , charging . BUDDA BUDDA BUDDA ! First TARGET down ! RILEY , panning for the next target , holds fire , passes over two MOTHERS HOLDING CHILDREN , pans for a nearby SOLDIER TARGET . But the SOLDIER TARGET zips behind the MOTHERS HOLDING CHILDREN , taking cover , weapon pointed at RILEY . For half a second RILEY hesitates ! BUDDA BUDDA BUDDA ! TODD blazes away , mercilessly blowing away the MOTHERS HOLDING CHILDREN TARGET and the SOLDIER TARGET . THE MAIN TITLE APPEARS as the ROAR OF GUNS gives way to MUSIC .

Skillful hands operate a tattoo pen , stenciling an insignia and a number on the left side of RILEY 'S face over the cheekbone . His cheek says RILEY , L.B. , his face reveals nothing as . OPENING CREDITS BEGIN . The next face is TODD . The skillful hands with the tattoo pen go to work on his face , marking , stenciling the skin as . OPENING CREDITS CONTINUE . Then the tattoo artist 's bands finish with TODD and move on to the next MAN , leaving TODD staring straight ahead , his cheek tattooed , his face like carved stone , his eyes as unfathomable as the eyes of a statue as THE OPENING CREDITS CONCLUDE .

Machinegun fire , SOLDIERS in cammies moving through lush tropical growth . A mortar explodes , a SOLDIER is engulfed in shrapnel . As the smoke clears , the SOLDIER screams mindlessly like a siren . This is real war , not training . A title and date appear on the screen , saying . 2011 , THE BOLIVIAN WAR . As the title fades , we glimpse TODD advancing at a crouch through smoke and enemy fire , blazing away at the unseen enemy . Sweaty and smudged , his uniform torn and stained with blood , TODD reveals nothing on his stone face . But he 's clearly unintimidated by the death of his screaming comrade as we .

Automatic weapons CHATTER as TODD struggles through thick snowy woods , half - carrying a bloody comrade barely recognizable as RILEY . Bullets spatter bark and leaves as TODD and RILEY take cover behind a fallen log . A date and title appear , SUPERED over the action . 2012 , THE MONTANA `` INCIDENT '' . RILEY is nearly unconscious . TODD glances at his own wound , a savage opening in his side . He considers the torn flesh as dispassionately as a man checking a flea bite . Bullets whiz around the wounded man as we .

Sunbaked landscape , a burning village , ENEMY CORPSES sprawled here and there , burned or horribly mutilated by artillery fire . SUPERED over the corpses , a date and title . 2014 - 2016 , THE SAUDI CAMPAIGN . WE DISCOVER TODD , RILEY , and several OTHER SOLDIERS , exhausted , parched , in torn and bloodied uniforms , sharing a single canteen under the blazing sun . War is hard work !

A fury of flames , the THUNDER of ignition as huge rocket engines lift a space vehicle off the launching pad and propel it skyward .

Profound SILENCE ! The space vehicle that the rocket propelled is a weathered looking military spaceship gliding through the blackness of outer space like a huge shark . A date and title appear SUPERED over the scene . 2017 , TANNHAUSER GATE . As the title fades away in the eerie silence , we .

A huge moon looms in the blackness above a barely visible landscape . 2020 , THE ARGENTINE SECTOR . SIX SOLDIERS stagger through the rough terrain in pressure suits and plexi helmets , breathing from tanks . Sudden automatic fire staggers the lead SOLDIER . His helmet is pierced , air and blood erupt from the hole in his face plate . The SERGEANT , his futuristic `` chevrons '' on his helmet , signals the men to take cover , starts to return fire . As a flare illuminates the battlefield , we RECOGNIZE the sergeant through his visor . It 's TODD .

Bombed out ! Buildings turned to rubble , smoking ruins , rain . An extra - terrestrial city ravaged by war to such a degree that it bears an uncanny resemblance to Dresden/Earth in 1945 after the fire - bombing ! The architecture , even in ruins , recalls old Europe , and the streets are narrow , as in before -LRB- or after -RRB- automobiles . Bursts of AUTOMATIC FIRE , occasional MORTAR BLASTS . A spooky battle between unseen SOLDIERS is taking place in seemingly deserted streets and alleyways . And SUPERED over the gloomy scene . THE THIRD DRESDEN MOON -LRB- 1.16 Earth atmos , acceptable oxygen -RRB- . CRACK ! CRACK ! CRACK ! Shots ! Suddenly a terrified MOTHER dashes along the street , a screaming BABY in her arms , looking for shelter . A CIVILIAN MAN pops out of a doorway , pulls her to safety . REVEAL TODD , watching from the shell of a once proud building . TODD 'S POV of four ENEMY SOLDIERS running at a crouch among the rubble . ANGLE ON TODD watching them scurry into a cellar door . TODD turns and gives a hand signal . ANGLE ON RILEY twenty yards away , hidden behind exposed machinery , acknowledging the signal and , along with a THIRD SOLDIER , advancing toward the cellar .

TODD , RILEY , and the THIRD SOLDIER converge stealthily , coordinating with hand signals . TODD pulls the pin on a grenade , and RILEY and the THIRD SOLDIER kick in the door . TODD tosses the grenade in as RILEY fires a withering barrage of automatic fire through the cellar door . BAHWHOOM ! The grenade EXPLODES . Then , RILEY , TODD and the THIRD SOLDIER charge in .

HEAVY FIRE as TODD , RILEY and the THIRD SOLDIER spray the room . ANGLE ON TODD signaling cease fire . Sudden silence . Drifting smoke . Then . GROANS . Four ENEMY SOLDIERS are sprawled motionless , horribly eviscerated . A fifth ENEMY SOLDIER , horribly wounded , is groaning . ANGLE ON TODD surveying the scene , stone faced . TODD 'S POV of the enemy dead , and several CIVILIANS equally dead , as well as the dead BODIES of several CHILDREN . BANG ! RILEY shoots the groaning ENEMY SOLDIER . Silence again . CLOSE ON TODD , his stone face . What does he see ? What does he feel ? Anything ? A mystery !

A spartan room , bare bunk - beds . Rain POUNDS on a window that looks out into a stormy sky over the godforsaken ruins of the Third Dresden Moon . TODD is sitting on a bunk , shirtless . His new rank has been tattooed on his right cheek ; there 's a scar under one eye and another scar that distorts his lip slightly . The names of various battles have been neatly stenciled down his left arm , an official record , not a decoration . TODD is silent , staring into space . The room is full of SOLDIERS in T - shirts , fatigues , sleepwear . WORDS APPEAR SUPERED OVER THE SCENE . The WORDS FADE AWAY , the silence continues , the rain BEATS on the barracks , no one says a word , they just stare into space or watch the rain beat on the windowpane . They look like robots . used robots , made individual only by their different scars .

Rain . Low buildings , boarded windows , slogans painted on the war - scarred walls , the makeshift barracks in one building , command quarters in the next . A lone figure , a MAN IN A PONCHO , hurries through the downpour , passing the barracks , heading for the command quarters .

Entering , the MAN shakes rain off his poncho . His name is RUBRICK , he 's thirty - five , a lieutenant . He faces the two bored OFFICERS lounging in the cluttered office where outdated equipment is strung together by mazes of wire and the desktops are heaped with printout sheets and styrofoam coffee cups . The captain , CHURCH , has his feet on the desk . He 's fifty years old , gray and fat and soft . The other officer , SLOAN , also a lieutenant , is a thirty - five year old woman , dark , moderately attractive , but not particularly happy .

Colonel Mekum has his `` boys'' unpacked. I think he wants to show them off.

Eat, drink, and be merry, men. For tomorrow you go on patrol in the `` hostile zone.''

All right, Crawler, Crawler, we got you. This is Daddy. Continue per, over.

Jesus! It says here Macy's is going out of business. Can you imagine that? New York without Macy's?

Yeah? What flavor pain in the ass? Gravity pain in the ass? Atmosphere pain in the ass?

Two civilians. Unarmed. They've killed both of them. They've spotted smoke from some kind of camp and they're going to check it out.

Report from Crawler One. Everything under control. No need for assistance.

Ineffectual. About fifty disorganized people with almost no fire power. Three men are going in to clean them out ; one man's staying with the Crawler.

Well, he did n't say the word `` growl.'' He said a `` throat - noise,'' but I asked him to imitate it and it sounded like a growl to me.

What good'll it do just setting it outside? We do n't know where the enemy is.

THIRTY MINUTES IS AWFUL TIGHT! WE HAVE TO LAUNCH AND GET CLEAR OF THE ATMOSPHERE.

She's right! Four more casualties are n't gon na mean anything to anybody, especially when they're already obsolete.

Are you crazy? You ca n't do this, soldier! You're going to be in trouble.

Listen, you do n't understand! That bomb is triggered! It's on a timer!

Mmmmmm. Weeell, you know my old daddy was in maintenance and he had a saying.

Well, the soldiers we've got now, they've been through all kinds of heavy shit. and they've always got the job done. Now these new ones, these `` hot shots'' of yours. what kind of action have they seen? They are battle - tested, are n't they?

The sweep is just routine, not even police action. I'd like to see some sort of. meaningful evidence.

Maybe we could run some tests. Kind of a comparison, the old and the new.

Our man has been out there fifteen minutes now. Should n't you send one?

Todd here ran the pace he's been taught to run. He's still strong. Send him up the chain, Rube.

Oh, I would n't worry about that. `` Training accident.'' Paperwork.

It was our best man who got his eye. Todd, a real tough one. Survived police action in Montana, fought in the Argentine Sector, and in the Saudi Campaign to say nothing of -

We got it all right. This is an outpost here, not the Third Army! You've got us securing thirty - four locations and erecting monitor units in one month and -

How about a `` gaseous currents'' and `` urgent convections'' pain in the ass.

The Crawlers are low enough and heavy enough, they wo n't blow. The men should wear armored vests and carry double weapons and ammo for the weight. They may have to use lines too, like mountain climbers.

Like my daddy used to say, `` Nothing's ever as simple as it's supposed to be. except shit.''

Humph. Sounds reckless, three against fifty. The old ones, the veterans, they would have called for support. just in case.

I knew Mekum's hotshots were green. No reinforcements, then they walk right into an enemy stronghold.

Absolutely not. Those bastards are just waiting in there for us. No more of this fancy super - soldier shit. We do it with the hammer.

My daddy always said, `` When you want to insert a nail in a piece of wood, you do n't do nothing fancy or glamorous, you do n't finesse or play the hero, you just pick up your damn hammer and hit that sumbitch till it's in.''

Take the whole unit, both Crawlers, and tell'em to pound that place with rockets, cannons, mortars, everything we got. from a safe distance.

It may not be heroic, and we may waste some ammo, but by God we'll get the job done.

You should have waked me sooner! This is bad, very bad. I never should have let that clown Mekum test his wonder boy army on me. `` If it ai n't broke, do n't fix it.'' Shit! We do n't even know what we're up against. How many?

We're sitting ducks here! There could be a couple of divisions! More! We do n't even have the weapons to arm the old soldiers.

Not only are we apparently out twenty of your fancy new soldiers, your supermen, we're out both crawlers and all the weapons. so we ca n't arm the old soldiers, the ones you `` improved'' on, to defend ourselves.

Well, how's it gon na look when we lose the ship too? How's that gon na look on the old record?'Cause that's what's gon na happen if we do n't get our ass outta here. We ca n't defend ourselves with no weapons and -

Does n't matter. For once Mekum's on the ball. This is a very dirty bomb! That wind will churn the radioactivity around like soap in a washing machine. This is gon na be one clean place in a very short time.

IT'S ENOUGH. IF WE LEAVE MORE THAN ENOUGH, THE ENEMY MAY GET CLEAR SOMEHOW AS WELL.

All right we're `` go.'' I'm allowing us three minutes to clear the atmosphere and get out of range. That means we can wait seven more minutes.

Do n't you realize you're violating the chain of command? I'm giving you a direct order to. to. to.

We have to get out of here! All of us! You need us! You need us to operate the ship.

A NEW SOLDIER fills the frame , a perfect - looking man/boy of about twenty built like a linebacker , powerful looking with sculpted unscarred musculature . He looks straight ahead , unblinking , and so does the one next to him , and the next one . Twenty of them are standing in line in one corner of an enormous space that was once a station of some sort . They do n't seem to respond to the chill or to the occasional drops of rain from the skylights leaking sixty feet above them . Wearing dripping ponchos , CHURCH , SLOAN , and RUBRICK are looking the robot - like monsters over like so much meat , while a bright - eyed blond colonel about thirty , named MEKUM , stands proudly by , glowing with satisfaction . The vast interior is so large that in spite of clusters of stacked crates , part of a dismantled spaceship , a rusty earthmover , numerous large pieces of machinery , and a whole arrangement of exercise gear , the place has huge open spaces and a sense of emptiness to it . SLOAN walks close to the line of NEW SOLDIERS and studies one , her eyes drifting over their muscular bodies . She breaks the long silence .RUBRICK and SLOAN exchange an eye - rolling private glance that means they 've heard a lot of Daddy 's sayings .RUBRICK and SLOAN exchange a startled glance , but MEKUM does n't seem fazed as we .

As I said, in every way. Physically and psychologically. More endurance, quicker responses, better hand - eye, improved technical training. Where the First Psychology gave you ninety - eight percent obedience, this bunch gives you 99.4.

That's up to you field guys. H.Q. wants you to break'em in when you do the annual security sweep in January.

We could have a problem here, could n't we? I mean, we just lost three men.

How about some Christmas pussy, guys? Anybody for a quick piece?

It's Christmas! Have n't you heard of piece on earth? `` Piece on earth,'' get it?

You do n't even have to salute anymore. A simple `` Yes, sir'' will do.

Every time it's time to send them out, Riley asks about weapons. And every time I tell him they do n't need weapons anymore, they're not soldiers anymore.

No shit! We're gon na set up a monitor on a garbage dump! So we can monitor garbage rusting?

Speaking of Riley and his old soldiers. why do n't we let them start putting up the unit? It's gon na take forever in this wind.

Double belts, double ammo, double everything! You've got to be heavy there or you'll blow away, fellas. and we would n't want that, would we?

Listen, Sergeant, this may come as news to you, but you're not a real hot thinker! Your pitiful efforts at tactics have cost us three men already. So turn it off, that little pea brain of yours!

That goes for all the rest of you mental giants too. All you have to do is go boom - boom. Understand? Boom - boom! Kill kill! Say it. Kill. kill. kill.

Well, Riley, you wanted a weapon, right? Now you got one! A real biggee!

Okay, fellas, take it about a hundred yards, then get back on the double. unless you wan na fry.

YOU'RE FUCKING MORONS! CA N'T YOU DIMWITS GRASP THAT YOU'RE KILLING US ALL! YOU'RE KILLING YOURSELVES! THERE'S ONLY A FEW MINUTES LEFT!

Oh, my God, I ca n't remember if it's six - seven or seven - six.

Assemble the weapon, load, fire on the target from various evasive positions in a thirty - second period.

Now, see this test? This shows what they do under sleep deprivation conditions. Forty - eight hours awake and they can.

My man left exactly twenty minutes after yours. Make a note of that.

They'll serve as a labor force. You can use them for physical stuff. loading, unloading, repairs, power lines, that kind of thing.

Of course, age is a factor, but the real factor is the training program, especially the psychological. The mind controls the body after all, and we're doing wonderful things with the mind.

Much better, much higher. For example, where your old ones expressed ninety percent of their sexual energy in aggressive physicality, these new ones are ninety - nine percent without sexual inclination. It's all aggression.

GET DOWN HERE! GET DOWN HERE ON THE DOUBLE, GET YOUR ASS DOWN HERE, YOU MISERABLE PISS ANT STINKING SHIT FOR BRAINS!

LOOK AT YOU, YOU BIG DUMB SHIT, YOU'VE LOST AN EYE. WHAT THE HELL GOOD IS A GODDAMN ONE - EYED SOLDIER? DO YOU KNOW WHAT IT COST TO BREED YOU, YOU BIG MORON? TO TRAIN YOU, FEED YOU?

WHAT GOOD IS THIS MAN NOW? WITH ONE GOOD EYE! HE'S GOT NO DEPTH PERCEPTION! HE'S CANNON FODDER. ALL HE CAN DO IS WALK POINT AND TAKE THE FIRST HIT.

Old news! They're nothing at all! Wait until you get these new fellas into some real action. I guarantee you'll be awed. I guarantee it.

Sorry to disturb the tranquillity of outer space on Christmas Eve, but I'm off to the Caribbean in a few hours, and I wanted to make sure you'd got the transmission on the security sweep.

Piece of cake, guys! These are totally remote, totally uninhabited territories. All you do is set down, send out a patrol purely as a formality, then have those veterans of yours put up an A - Type unmanned monitoring unit. You should be on about number twenty - five by the time I get back from my vacation.

Well, you sure as hell do n't want to get involved in evacuating people and that sort of thing.

Well, no one's out there, but officially these are `` hostile zones.'' Therefore you'd be within your rights to classify anyone as `` hostile,'' I think. But I repeat, you should be worried about boredom, not action. Any other questions before I go?

Not in the Caribbean. Have a good Christmas, guys. See you when I get back.

A WEAPON FIRING ! BUDDA ! BUDDA ! BUDDA ! The automatic weapon is being fired by the veteran soldier RILEY . He 's blazing away at an elaborate electronic target a hundred yards away in the huge space . TODD is watching with the other VETERAN SOLDIERS . They 're seated on the floor , wearing drab fatigues , directly across from the twenty NEW SOLDIERS . As TODD glances at them , the NEW SOLDIERS look back unblinkingly . -LRB- The VETERANS , in spite of their impassive expressions , look very human compared to the NEW SOLDIERS . Their battle scars mark them as individuals in sharp contrast to the perfectly - muscled young giants across from them . -RRB- The firing stops , and RILEY , his weapon empty , leaps to his feet and salutes RUBRICK , who 's been watching the demonstration with the rest of the officers .As RILEY joins the VETERANS squatting motionlessly , RUBRICK glances at the shredded electronic target , glances at his stopwatch , then looks at Mekum .MEKUM smirks , picks up the weapon , disassembles it rapidly .RUBRICK , CHURCH and SLOAN exchange glances of disbelief as MEKUM scatters the disassembled parts onto the concrete floor with a loud clatter . TODD watches , unblinking , as MEKUM looks to the NEW SOLDIERS .A blond Nordic giant is suddenly on his feet among the NEW SOLDIERS . There is real dignity in his salute ; he 's like a pro .OFFICERS look at each other again in disbelief .MEKUM punches his watch as CAINE 607 gracefully begins to pick up pieces of weapon , doing it rapidly , yet without apparent haste . TODD is watching , revealing nothing . CLACK ! KA SHACK ! CLICK ! CAINE 607 slaps the weapon together , loading a magazine with a final KA SHUCK , then he dives to the floor , firing a rapid burst at the electronic target which blinks wildly . OFFICERS watch , impressed . CAINE 607 is firing from another position . The target goes crazy . CAINE 607 is rolling and firing at the same time . The target goes wild . MEKUM 's watch clicks off 27 seconds . 28 . 29 . The firing stops . TODD stares impassively as CAINE 607 salutes . Beside him , RILEY watches also .RUBRICK is looking at the electronic target , grudgingly impressed .

Yes, sir. But the sixth rule is `` never give the enemy an advantage unnecessarily.'' If they're expecting us -

Two to one, take your port to our nine o'clock and commence firing.

A NEW SOLDIER cleans an awesome weight with what looks like ease as RUBRICK , CHURCH , and SLOAN again exchange impressed glances and MEKUM watches smugly . They 're still in the giant warehouse in the gym section among all sorts of ominous exercise devices . The NEW SOLDIERS and VETERANS are gathered in separate groups at attention , their faces like stone . TODD is watching the big man handle the weight easily .

TODD is loping through sheets of rain . The terrain around him features ghostly shells of buildings , shards of a city nearly invisible through the curtains of rain . His feet slash through flooding gutters and trash filled streets bordered by ruins as he runs smoothly , evenly , keeping a good pace , his breath rasping rhythmically , his eyes revealing nothing as we .

SLOAN accepts a cup of hot coffee from RUBRICK as she considers the plastic `` papers '' MEKUM has spread on the cluttered desk . Ponchos have been hung by the door . MEKUM is pointing to various numbers and paragraphs . CHURCH has been staring out the window into the pouring rain . He turns to MEKUM and interrupts .

Rain slashes his face as TODD runs , his eyes staring vacantly into the blinding storm , his legs pumping evenly , his feet chopping through the thick mud in a wasteland of shelled apartment buildings where rat - like CREATURES scurry out of his way as we .

Separated by fifteen yards , the two groups of SOLDIERS , the NEW and the VETERAN , sit on the cold cement floor , staring vacantly into space as they await orders . Occasionally a VETERAN will rub his chin , another will scratch his nose , but nobody says anything , and when their eyes accidentally meet , they look away deliberately , expressionless . Nobody flinches when a big door opens and pale light streams in . MEKUM is standing there in a poncho .MELTON , one of the husky new soldiers , climbs to his feet and steps toward MEKUM , saluting .MELTON 's face shows no expression as MEKUM continues .MELTON heads out into the rain running smoothly and easily as we .

COME ON, DOUBLE IT UP, DOWN, DOWN, DOWN, YOU MISERABLE THIRD RATE SHITHEAD INCOMPETENT CLOWN!

TODD 's breath comes in even rasps as his feet splash over rough terrain , splash splash splash , hard work but nothing in his stone face indicates he 's not equal to the task . Splash splash splash !

In the cluttered office , RUBRICK , CHURCH , and SLOAN look up from a conversation as MEKUM enters dripping wet and takes off his poncho , smiling smugly .

Running . Splash splash splash ! TODD makes a turn , heading back , his face like stone , as we .

Breathing steadily , raspily , TODD lopes through the rain . Something makes him glance back over his shoulder . Thirty yards back he sees a vague shape , obscured by rain . TODD looks ahead again , his face revealing nothing , his legs maintaining the same even pace , running , running , running . Then he looks back again . The vague shape is taking form , a GHOSTLY RUNNER getting closer . TODD continues at the same even place . He does n't look back again until he feels closeness . Then he looks . IT 'S MELTON only a few yards behind him , running effortlessly , keeping a steady pace that 's faster than TODD 's . The bigger man moves even with TODD without even looking at him , as though TODD were n't there , and then he moves ahead like a big machine , inexorable . As TODD runs , eyes straight ahead , he can see MELTON becoming ghostly , disappearing in the curtains of rain ahead as we .

The huge doors are open to the rain as SLOAN , CHURCH , RUBRICK , and MEKUM watch for signs of TODD . Still dripping vet , the muscular MELTON is standing beside MEKUM , breathing heavily but not desperately .A shape appears in the rain a hundred yards off , moves closer , takes the form of a runner running . It 's TODD , still moving at the same pace , his face like stone . TODD lopes into the big warehouse and , breathing hard but evenly , comes to a halt in front of RUBRICK and salutes .CHURCH has been thinking and now he speaks to MEKUM .TODD salutes and lopes toward ten chains that dangle from the rafters sixty feet above , grabs one , and starts up it , hand over hand . MEKUM watches TODD climb , then looks at CHURCH who is looking at him expectantly . MEKUM grins at CHURCH . Then MEKUM looks back at TODD , not hurrying . TODD is thirty feet up and climbing , passing the eight inch circular `` platforms '' or footholds in the chain every ten feet .MELTON takes a few easy strides , gracefully catches a chain mid - stride , and smarts up , climbing easily and twice as fast as TODD . CHURCH , SLOAN , and RUBRICK crane their necks as the two men struggle upward toward the rafters . Three quarters of the way up , MELTON comes even with TODD , then passes him . MEKUM , watching , smirks . CHURCH is watching too , and he 's still not satisfied . His brow is knit , something 's bothering him . ANGLE HIGH ABOVE , AMONG THE GIRDERS Stonefaced , MELTON is resting an a `` platform '' on the chain , sixty feet up , beneath the girders , swaying gently . His stony gaze is on the next chain where TODD is arriving at a `` platform '' on an adjacent chain . only three feet away . Their eyes meet , TODD and MELTON alone together sixty feet up , three feet apart . Neither man blinks , neither man flinches , neither man reveals anything at all . LOW ANGLE , LOOKING UP CHURCH considers the men high above , then to MEKUM .A sudden silence . SLOAN raises her eyebrows , gives RUBRICK a look . Frowning thoughtfully , MEKUM looks up .They all look at MEKUM . Is this the chink in the armor ? The new soldiers ca n't fight ?Now CHURCH , RUBRICK , and SLOAN are stunned . They exchange a glance .RUBRICK shrugs , turns to the VETERANS still sitting stoically in a group on the cement floor .Two of the veterans , ROMERO and GOINES , leap immediately to their feet and climb rapidly . SLOAN , CHURCH , and RUBRICK exchange a look as MEKUM smirks confidently . ANGLE ON TODD AND MELTON ABOVE . They 're still facing each other across the sixty foot drop . MELTON glances down . without losing sight of TODD . ROMERO and GOINES are coming up the chains fast , hand over hand . They 're within ten feet , their impassive faces look dangerous . Nothing shows on MELTON 's machine - face , but he starts a slight motion in his chain so that he spins slowly . That way , as the veterans surround him , he keeps a continual eye an all three . TODD , his face impassive , eyes MELTON vigilantly . ANGLE ON RUBRICK BELOW For a long moment , RUBRICK looks up at the three men dangling around the new soldier , then he shouts loudly at them .ANGLE ON TODD as SMASH ! TODD is hit hard in the face even as he starts to swing . WHAM ! MELTON hits him again and TODD loses his grip on the chain , starts to fall , grabs at the chain , clutches , slides . ANGLE ON MELTON , CRUNCH ! , hit as he swings at MELTON . WHAM ! MELTON hits him again , hard . GOINES swings against MELTON from behind , smashing at him with his free hand and with both feet . MELTON ignores the blows from behind as he grabs ROMERO by the face with one hand , yanks the face close to his own , and squeezes mercilessly . ANGLE ON TODD , TWENTY FEET BELOW . He 's managed to get a foothold on one of the mini - platforms . His face horribly bloody , he looks up at the action twenty feet above him and sees MELTON suddenly hurl ROMERO downward . ROMERO rockets down past TODD . ANGLE ON THE FLOOR as SMASH ! ROMERO 's body crunches against the cement not far from RUBRICK , SLOAN , and CHURCH , splattering them with blood . Their eyes are wide with disbelief and horror as they look up again . ANGLE ON MELTON in the girders as he turns to face the man who 's been clubbing him from behind . GOINES ! GOINES swings his chain wide and MELTON , eyes merciless , deadly , swings after him . ANGLE ON TODD , bloody , struggling up the chain hand over hand . His eyes follow MELTON above as the new soldier swings and swings , trying to get a blow at GOINES . Just then , GOINES lunges at MELTON , SMACK , SMASH , he hits him hard , and WHAM ! MELTON hits him back . ANGLE ON TODD who has climbed to a `` platform '' foothold on his chain five feet above the swinging fighters . TODD looks down on MELTON 's back as the big man swings close , watching , tensing , then . TODD dives off his chain and lands on MELTON 's back , crooking one arm around the new soldier 's neck and pounding him with one free hand and strangling him with the other arm . MELTON gurgles while GOINES hits him in the face . ANGLE ON MEKUM WATCHING BELOW . For the first time a frown of concern wrinkles his brow . ANGLE ON MELTON AND TODD on chains just below the girders . MELTON slams an elbow back into TODD 's ribs hard and TODD gasps for air , but . GOINES uses the moment to slam a knee into MELTON 's balls and . MELTON gasps , then grabs GOINES by the neck with one hand , rips him from the chain , and sends him plunging violently downward even as . TODD goes for face with his free hand . SLAM ! MELTON smashes TODD in the ribs with an elbow . TODD savagely gouges out one of MELTON 's eyes . ANGLE ON MEKUM , sixty feet below , enraged at the sight of MELTON 's injury . ANGLE ON THE VETERANS watching the brutal fight with blank impassive faces , RILEY among them . ANGLE ON THE NEW SOLDIERS watching , robot - like . ANGLE ON THE STRUGGLE OVERHEAD . SMASH ! SMASH ! SMASH ! MELTON 's elbows drive back into TODD 's ribs . The breath knocked out of him , TODD gasps for air , pain contorting his face . MELTON manages to get TODD 's forearm into his mouth and bites furiously , drawing blood . TODD grits his teeth in pain . WHAM ! Another blow to the ribs from MELTON 's elbow . TODD is losing his grip . RILEY watches below , his face a mask . MELTON bites and elbows furiously . TODD loses his grip and grabs at MELTON , rakes flesh as he begins to fall and then . Plunging downward , TODD grabs wildly at the chain and catches it . but he keeps falling , the chain ripping flesh from his hand for twenty feet until . He ca n't hold on any longer ! TODD plunges the last thirty feet to the floor , landing with a terrible crunch right on top of ROMERO 's broken body below . Sudden silence ! ANGLE ON THE VETERANS watching impassively as TODD lies motionless , sprawled on ROMERO 's body . ANGLE ON THE NEW SOLDIERS revealing no feelings . ANGLE ON CHURCH , SLOAN , and RUBRICK looking stunned and shaken . It 's MEKUM who breaks the silence , SCREAMING furiously at the one - eyed MELTON who 's still sixty feet up .CHURCH , SLOAN , and RUBRICK lift their stunned faces from TODD to MEKUM who 's continuing to rant at MELTON as MELTON comes down the chain fast .MELTON lets go of the chain and drops the last fifteen feet , landing gracefully on his feet in front of MEKUM and salutes .As MEKUM turns , including all the NEW SOLDIERS in his continuing tirade , CHURCH , SLOAN , and RUBRICK confer in low voices .Turning his back on SLOAN and RUBRICK , CHURCH approaches MEKUM who 's still raging , indicating MELTON to the blank - faced NEW SOLDIERS .CHURCH glances at TODD 's corpse dumped over ROMERO 's broken body , tries to assuage him .The NEW SOLDIERS sit impassively , the bleeding MELTON among them , staring right at the VETERANS . Not far away three dead bodies lie motionless as we .

A rage of flame ! The mouth of a huge furnace leers with yellow fury , eight feet high . Two men , BURNERS , in asbestos fire suits and helmets , appear , laboriously dragging a tattered sofa leaking stuffing . With effort they shove it into the blazing furnace where it is quickly consumed . Slowly the BURNERS turn and trudge back for another load as we REVEAL A REFUSE BIN , seven feet high , looming in the shadows not far from the flickering light of the furnace . It 's overflowing with junk , barely distinguishable in the gloom . The BURNERS grab blindly and haul out the next object . It 's ROMERO 's dead body . They haul it out of the bin and let it flop limply to the floor where ROMERO stares sightlessly at nothing . The BURNERS stare at the body , exchange a blank look through their visors , shrug and start to drag the heavy carcass toward the flames .

In the near darkness , the faintest flickering light reveals two tangled BODIES , motionless in the confusion of refuse . But not quite motionless ! A hand opens and closes ! A bloody hand ! Fingers twitch .

ROARING FLAMES as ROMERO 's body is tossed unceremoniously into the fire where the flames begin to consume it . For half a second the BURNERS watch ROMERO melt into fire , then they turn their backs and head back for another load .

BURNERS ' hands reach in and haul out another corpse , GOINES , dragging the body right over TODD 's body . As GOINES ' shoe drags over TODD 's face , TODD 's eyes flicker stupidly . Then GOINES ' corpse is pulled over the edge of the bin . TODD blinks , fighting for consciousness . Where is he ? He moves his head .

The BURNERS , silhouetted by flames , feed GOINES ' body to the furnace . CLOSE ON THE FLAMES as GOINES ' body is consumed by raging flames . ANGLE ON THE BURNERS trudging to the bin . They reach in blindly for whatever 's next . Tugging with effort , they struggle the clumsy object over the rim , and let it fall to the floor . It 's a mattress ! Communicating with a look , the FIRST BURNER drags the mattress toward the fire while the SECOND BURNER reaches again into the bin . The SECOND BURNER frowns through the visor , struggles with something , frowns , wrestles with it . Finally , with great effort , he pulls out a big carton that immediately spills old magazines on him . Disgusted , he pulls the partially full carton across the refuse - littered floor toward the furnaces . ANGLE ON HIS FEET , as the SECOND BURNER struggles toward the fire , stepping over a trail of blood which is hardly noticeable in the flickering firelight . He passes another big corrugated bin with a sign an it . The sign says NONFLAMMABLE WASTE DISPOSAL . and the trail of blood leads to that bin !

Silence ! A vast darkness with only a few tiny lights in the infinite depths . A battered rusty spaceship glides slowly and silently into view . This is a GARBAGE SHIP and it looks it . Awkward and slow and totally unglamorous , it moves through space like a great clumsy church made of steel as we .

As the massive doors on the underside of the ship open , light spills in and there is a huge ROAR as tons of debris , including massive pieces of machinery , huge statues , old vehicles , and numerous containers , spill out through the open bays and tumble downward . The one that says `` Nonflammable Waste '' on the side careens against the bulkhead with a THUNDEROUS sound , then hurtles downward .

As debris from the ship tumbles down onto one of several huge mountains of junk that loom 800 hundred feet above a windswept terrain dimly lit by four pale suns , the bays close , and the rusty GARBAGE SHIP glides away . Still the cascade of machines and other bulky junk THUNDERS down the steep slopes , shattering , breaking into parts , tumbling and tumbling , settling here and there , while a SCREAMING WIND , very powerful , picks off the lighter pieces and carries them off like snow blowing off a mountain . The familiar - looking container somersaults halfway down the slope where it bursts open , spilling a confusion of junk . Above the container , a huge drum smashes into a hunk of machinery and splits , oozing an awful looking liquid that spills down onto the contents of the container , sizzling and smoking on steel , eating it like acid . Not far from a smoking piece of steel , WE FIND TODD 'S foot protruding from the junk heap ! It 's motionless ! Acid drips and hisses . ANGLE ON TODD , sprawled `` inside '' the mountain of junk , grimacing in pain as acid hits his exposed foot . Trapped in the debris , battered and bloody and weak , he struggles to rise , fights the heavy objects pinning him , fights to avoid the dripping acid . As the wind SCREAMS furiously , he continues to struggle against the junk that pins him as we .

TODD 's head , caked with blood , appears from the junk like a man looking out of a cave . Wind seizes at his hair furiously . He looks up , sees four pale suns in the sky . just as a huge steel lathe comes somersaulting down from above like a loose boulder , and TODD has to duck hastily to avoid certain death . As the heavy steel tumbles down the slope below him , wind plucks a twelve - foot I - beam from the slope next to him and whips it off in a frenzy . Holding on for dear life , TODD looks down at the ground four hundred feet below and sees a bleak wasteland strewn with junk shifting and skittering in the wind . He notices something and reacts . Far down on the floor there is a strange pattern of lines . and moving along one of the lines are four tiny FIGURES . they could be humans . but maybe not ! For a moment TODD watches them . Then he starts to climb downward through the labyrinth of junk `` inside '' the mountain , and we .

Far down the slope , perhaps forty feet from the foot of the massive mountain , TODD 's head pokes out of the confusion of junk and he looks down at the FIGURES below . Seen more closely , the FIGURES are more distinct , but no less mysterious . Heavy outer garments like huge parkas and hoods blur their individual shapes as they inch across the landscape , apparently clutching one of several crisscrossing wires that stretch tautly for miles across the bleak terrain like `` roads '' through the wind . TODD watches as one of the FIGURES moves off the `` road . '' He 's trailing rope that attaches him to the others as he struggles through the wind , walking almost on all fours like an ape . TODD watches the FIGURE moving among bits of junk until he locates something he wants , picks it up , and starts to struggle back toward the others , dragging his burden after him . TODD is watching what would seem to be some sort of scavenging process by these strange unearthly FIGURES as we .

Tiny in the distance , the four FIGURES are moving together along a cable , headed away from the junk mountain . At ground level now , TODD is watching them , crouched behind a massive transformer that teeters slightly in the wind in spite of its great bulk . Peeking around the sheltering transformer , he spots one of the taut cables lashed to an enormous piece of junk near the foot of `` his '' mountain . The cable is twenty yards away in a `` canyon '' of junk and he 'll have to move across open space partially exposed to the wind in order to get to it . He starts out from behind the transformer . WHOOOOOO ! Screaming wind lifts him and hurls him thirty feet , his arms flailing . He comes down even further from the cable , struggling to keep on his feet . Gritting his teeth , he fights the wind , struggles toward the cable . Suddenly a chunk of steel whips at him and he ducks just in time as it whistles close to his head . TODD drops to the ground and starts to crawl `` under the wind , '' toward the taut cable , and we .

Seen by TODD , the four tiny FIGURES are far ahead , disappearing in the distance and the dusk . Following them on a taut wire , TODD is passing through a barren landscape punctuated by strange ruins , great shapes of steel thrusting out of the ground and looming over and around him , vaguely recognizable as the wreckage of a space vehicle that must have crashed long ago . The mountains of junk squat a mile behind him . He 's come a long way , it 's almost dark , he 's weak . He hangs onto the wire , walking with effort . He can no longer see the creatures ahead of him on the wire . He notices something thirty yards off the wire to the right . Steel crosses . Maybe a hundred of them . A cemetery . Just then , the wind catches TODD , yanks him , but he hangs onto the wire , holding on desperately , as the wind pulls at him and makes him flap like a pennant in the breeze . Then the wind dies enough for him to get both hands on the wire and get weakly to his feet . For a moment he looks like he might collapse , but he does n't , and we .

At night the four suns glow darkly like night lights . TODD is alone on the planet , punished by the savage wind , struggling along the wire , shivering . Every stop is an effort , but the eyes stare into the dark and they reveal no emotion , not even when he suddenly tenses , seeing something ahead . In the distance a faint light glows . TODD considers it as we .

The window is detached plexi from some kind of vehicle , embedded in a low mound of `` earth '' like a skylight . Whatever is making the light comes from below in a sort of hut that slopes only inches above the ground . TODD is hanging onto the cable only ten yards from the strange window . He can see more of them glowing all around him , as well as silhouetted pipes issuing smoke to the wind . TODD drops to his belly to keep under the wind . He crawls ten yards to the window and pears through it . TODD 'S POV of a fantastic confusion of color and movement seen through the thick scratched plexiglass window . The wild blurs of activity make no sense to him whatsoever , nor do the very FAINT SQUEALS of sound barely audible over the deafening ROAR of the wind . -LRB- What he 's seeing in the room below is a violent pillow fight between eight BOYS and GIRLS ranging from four to ten years old . Wearing cotton shifts dyed red , blue , or yellow they 're smacking each other violently with rag pillows and laughing happily in a dormitory - style full of stacked bunks . -RRB- ANGLE ON TODD , prone on the `` roof , '' mystified . He 's never seen anything like it . His grease - covered face barely reveals his puzzlement when he is suddenly distracted by a change in the wind . The ROARING WIND that has dominated the environment since he first arrived has diminished to a strong breeze . TODD tries sitting up . The breeze does n't overpower him . He looks around . The meaningless SHRIEKS of the pillow fight , though still muffled by heavy plexiglass , are LOUDER now , but TODD 's attention is on the other window/skylight that glows from this strange `` roof '' and on the strange sound that 's coming to him , borne on the breeze . a MUSICAL sound . Struggling weakly to his feet , TODD staggers toward the next window . The MUSIC is LOUDER as he approaches - it 's waltz music played on an accordion . TODD drops to his knees and peers through the next window . TODD 'S POV through the second `` window , '' another mysterious vision ! The color and movement are more subdued , but TODD is just as puzzled . What he 's seeing indistinctly through the thick plexiglass is an OVERHEAD VIEW of a man and a woman gliding across the floor , moving as one , first this way , then that , in time to a WALTZ . In the corner , another person is making a strange movement that seems to initiate the music . ANGLE ON TODD , flat on the roof . Now that the weak breeze has given way to a deathly stillness , the mysterious -LRB- to him -RRB- MUSIC is clearly audible as TODD peers through the plexiglass at the warm scene below , as puzzled by the waltzing couple as by the pillow fights . Then he gets to his feet again and in the stillness makes his way past a smoking chimney toward the next window . Halfway there he freezes . listening ! A strange haunting WHISTLING sound is coming from somewhere . TODD looks around at the blackness beyond the roof windows . There 's nothing visible . The mysterious sound is louder now , drowning out the music ominously , drowning out everything , everything , everything . Suddenly TODD understands , but he 's too late . ROOOOOOOOOOAAR ! It 's the WIND , back with renewed fury , more powerful than ever ! TODD is hurtled into the air , tossed head over heels by the wind , struggling , clutching at empty air in vain , buffeted , slammed to the ground , lifted again before he can flatten himself , tossed violently , somersaulted helplessly .

WHAM ! TODD is slammed face first to the ground . For a long moment he 's motionless , untouched by the HOWLING WIND for reasons that are n't clear . Finally he rolls over weakly and looks up . In the weak light he can just make out the steep earthen walls of a narrow trench looming eight feet straight up , protecting him from the wind howling overhead . TODD tries to get up . but the fall has injured his leg and he slumps to the floor of the three - foot - wide trench , too weak and injured even to crawl . Lying there , barely conscious , gasping for breath , he suddenly sees something . Shoes ! Less than a foot from his bloody face . He manages to lift his head a little and look up . Silhouetted by the light spilling from an open door in the trench wall are four children . ELLEN , ten , WILL , six , TOMMY , five , and JOHNNY , eight . Barely conscious , TODD can just make out the astonishment on their blurred shadowy faces as they look down at him in amazement . Then they go OUT OF FOCUS altogether as TODD slumps unconscious and everything goes BLACK BLACK BLACK , and we .

VOICES , CONFUSION . About fifty people are jammed into the low - ceilinged meeting room , all of them talking at once . They are PIONEERS , men and women of all ages and many races , a hardy , weathered - looking group dressed in plain clothes of muted color . Their faces seem to have been etched by the wind with deep lines , the skin burnished , and even the younger ones have crow 's feet around the eyes from squinting . As they chatter excitedly , asking each other what happened , who found him , where , and so on , a sharp - faced fifty - ish woman , HAWKINS , is standing behind a table in the front of the room , calling for order .Just as the hubbub finally dies down , a grizzled pioneer named SLADE bellows loudly at her .HAWKINS stares SLADE down , refusing to speak until she has real silence . When she finally speaks , her voice is calm and controlled .A sudden murmur dies away quickly under HAWKINS ' hard stare .A murmur goes through the crowded room , then a woman named ELISE speaks over the hum of voices .HAWKINS glances toward MACE , a muscular , bearded man , about thirty .A commotion in the back room causes MACE to break off as JIMMY PIG , a clean - shaven burly - looking pioneer in his thirties , pushes his way in , followed by four more PIONEERS . All five of then are wearing their huge hooded parkas , strange Eskimo - type wind goggles , and carrying weapons .An excited hubbub . HAWKINS is trying to restore order when SLADE shouts over the commotion .HAWKINS ignores him as she speaks with firm authority .The way she says it , you know she 's used to getting her way , and , in fact , PIONEERS are exchanging glances and nodding when SLADE shouts again .

Just tell me one thing! How many of them are there and are they armed?

There in a man. one man. He was found in the trench by several children.

Nothin' out there. We could n't see nobody, could n't see no ship, no vehicles, nothin'. plus the wind's up again real strong.

We all want to do the decent thing. The decent thing is to help him. Mace's wife, Sandra, is looking after him now. Now, I'd like a vote of support on this course of action from all of you.

No one here has any animosity toward you, Sergeant. None of us here is your enemy.

Moreover, we respect your qualities. We have no doubt that you are a very, very good soldier.

But, because of your training, I do n't think you'll ever be able to function in a group like this, a community of vulnerable people, of families, of children, where the ability to fight is not the sole purpose of existence.

You're different from us, Sergeant. We do n't hate you for that, but we have agreed that to try to include you would pose an intolerable risk to the community itself.

I'm going to go out and talk to them. More than likely they're friendly. If not.

. those of you with weapons will be ready to defend us. The rest of you go back.

You ca n't talk to a soldier no more than you can talk to a. a. bomb! Or a bullet! They're trained, they're killing machines. They got an objective and they go after that objective and nothing stops them but killing them.

First off, if there's one, there's more. That's how it is, soldiers travel in bunches. Second, they do n't waste soldiers on folks like us, that's for police! Training soldiers to kill weaklings like us is not what they call `` cost effective.''

Other soldiers! There's a saying, `` Soldiers deserve soldiers.''

I do n't see how you can not remember how you got here, Sergeant.

care about us, he's a soldier. Besides, we threw him out, remember?

ai n't gon na work. Where's them axes? He musta run into soldiers and got killed.

Well then, I guess you fellas are all right. I guess I misjudged you some. Where I said you were `` a buncha no good killer robots,'' I mighta just overspoke myself. As of now, till it goes otherwise, you got my sincere approval and support.

Practice with it. In a day or two maybe you'll be strong enough to go out to the garden with Sandra.

That's why we're weighing down. And that's why we're always on the wire even when the wind's down, like now. You do n't get much warning. Here, load up, you'll want the weight, I promise.

Oh, we're not going to shoot anything. That's not what we mean by `` hunting.''

It's how we call for help. Two shots. There'll be someone on duty, listening in case we get off the wire and get lost or something. We have flares too. Come on.

Sandra said she told you how we wound up here. Our parents and so on.

Smaller stuff that blows across the ground, it falls in these trenches, it works sort of like a filter. We go through the trenches sometimes and get some good stuff.

We try to work'em when they're dry. It's lousy going in there when they're flooded. You can see.

Whatever looks useful, if we can get a rope to it, we'll go for it. But you ca n't ever go further than your safety line because it'll come up on you with sometimes maybe ten seconds or even less.

I've never been afraid of anyone before. not this way. I feel he could break me in half. with no real effort and no real. feeling.

We'll give you any tools you need, warm clothing, a good knife, boots.

Damn! Thank you, Todd. God damn! I almost took a. a. swim there!

Oh, my God. They wo n't. they wo n't? Not Sandra! Not. not. Nathan!

Johnny, get over under that table with Miss Sandra and Ellen and the others. Miss Judith, you better go on down the root cellar with Emma and help with the ones down there.

TODD is on his back in a bed in a tiny earth - walled bedroom . He stares stupidly at the woman bending over him . She is SANDRA , a woman of twenty - five who is attractive , but not in a glamorous way . It 's a very natural beauty worn with intelligence and dignity . She 's wiping away blood and grease from TODD 's face . TODD 's eyes flick around the room even as he lies motionless . He sees a window high on one wall . He sees old - fashioned magazine pictures and bits of patterned material hung here and there for decoration . Clothing hangs from pegs on the walls . He does n't see the look in SANDRA 's eyes as she discovers the savage scar on his forehead or the sergeant 's tattoo on his cheek . Eyeing these telltale marks , SANDRA pours liquid into a spoon and holds it to his lips .TODD swallows weakly . SANDRA smiles , stands up , moves toward the door .TODD watches her exit . He hears her VOICE in the next room . a low murmur . He 's looking around again when a NOISE makes him look back toward the door . A two - year - old is crawling into the room on hands and knees . The baby boy , NATHAN , stops just inside , seeing TODD in the bed . NATHAN looks into TODD 's eyes with childlike interest and wonder . TODD meets the look with those blank soldier 's eyes .

No, but he's covered with old wounds, all sorts of scars. Knife scars, bullet scars, burns.

There are words on his shoulder. Tannhauser Gate, the Argentine Sector, Montana, Bolivia, Shanghai 2012.

You have to watch out for them. They probably would n't kill someone your size, not if you were healthy anyway. But they'd make you pretty sick. Someone smaller. like me, or a child.

And it got worse and worse. My father had n't had any work in three months and. also. there were other things. violence. political feelings. My father said he'd heard it was better in the Trinity moons. A lot of other people must have had the same idea because the ship was jammed with people. mostly families. That's probably why it broke down. overloaded.

Even after they made the repairs, it barely got off the ground, it was an old converted mining transport, a piece of junk to start with. It just. dropped. Maybe you saw what's left of it. out there in the wind. A lot of people died. And we could n't make any radio contact. So we were stuck here. Nobody was happy about it. A few years later, when the dumpers started coming over and dropping stuff, people tried to get their attention with explosions and fires. But it did n't work. They must be unmanned. or they just do n't care. Maybe they think we're garbage too!

So there really was n't any choice. People had to pull together and make the best of it. We became a. community.

One good thing. nobody bothers us. Who'd want to fight over a godforsaken place like this?

It seemed like he was never going to walk. Then all of a sudden. he's an expert.

Do you think about food? Or women? You must think about something.

What about feelings then? You must have feelings. You must feel something.

That's when you're in battle. What about other times? Now, for example?

Oh, my God. But there's nothing to be afraid of here. I ca n't hurt you. I would n't.

You should give it to him yourself. I think he's in the meeting room. doing. exercises.

My husband. Mace. he went out to look for you. He. found you, did n't he?

You know who they are, do n't you? Do you know how many there'll be?

You ca n't fight seventeen yourself! You have to organize the rest of us, show us what to do. We do n't have your. your skills. but we're not cowards. We'll do what you tell us, we'll -

Sergeant. these soldiers. the ones you're going to fight. Are these the `` better ones''. the ones who replaced you?

Sergeant Todd. I think they. I think. someone made a serious. mistake.

- sailed an a river of crystal light into a sea of dew. Where are you going and what do you wish the old moon asked the three. ` We've come to fish for herring fish.'''

Ellen, go to the Commons. Tell Jimmy Pig and Mr. Slade that Sergeant Todd says we have to leave as soon as they get everybody out of the root - cellar. Can you do that?

It's all right. The soldiers are gone for now. But be careful where you walk. And if it's too smoky, just come back.

Do you all understand that Sergeant Todd here is going to help us, and whatever he says to do you must do immediately, as if he was your father or your mother.

A second tiny room next to the bedroom is the rest of the Mace/Sandra/Nathan living quarters . MACE and SANDRA are deep in conversation .MACE and SANDRA look into each other 's eyes , very worried . Then .MACE is looking around . He spots the open door to the bedroom , hurries to it , and disappears . SANDRA starts after him , looking worried . but before she gets to the door , MACE reappears with NATHAN safely in his arms .MACE and SANDRA lock eyes in firm understanding as we .

EXPLOSION ! SCREAMS ! SMOKE ! A SIREN ! We 're in some kind of war ship in outer space during a battle . The interior is a lot like the interior of a submarine , cramped even in the best conditions and right now the conditions are awful as SOLDIERS in bulky space suits stumble through thick smoke while a SIREN WHOOPS urgently and wounded SOLDIERS scream in agony . WHOOOOM ! Another EXPLOSION ! SCREAMING METAL ! Part of the bulkhead is shot away and the suction is like wind , ripping SOLDIERS out of the hole into space . We FOCUS ON a soldier in a space suit who 's wedged himself behind a cannon . As we look closely at his visor , we recognize TODD who 's firing back at the enemy while all around him SOLDIERS are screaming and dying as we .

SUDDEN SILENCE ! TODD blinks awake . He looks around . It 's the same bedroom , but morning light is streaming in the high window . He can hear SOUNDS . LAUGHTER . coming from beyond the door .

NATHAN is wobbling forward with wide eyes as MACE holds one of his hands and SANDRA holds the other . They 're teaching the child to walk , encouraging each step . But when they let go , NATHAN totters forward only one step before landing flat on his ass . MACE and SANDRA laugh , making the whole thing a game , and NATHAN , after a moment of confusion , joins in the laughter . It 's a warm moment until SANDRA , sensing a presence , turns toward the bedroom , suddenly serious . MACE follows her look . TODD is standing in the doorway , supporting himself on the door frame . his soldier 's eyes full of unspoken menace . one leg heavily bandaged .TODD says nothing . His eyes flick to NATHAN . MACE is watching TODD sharply .TODD says nothing . His eyes follow MACE who 's gone to the corner where he 's seizing a heavy metal rod that might be a weapon . TODD tenses . Ready . Dangerous . As MACE turns toward him , MACE does n't notice the danger in TODD 'S eyes .He innocently approaches with the metal rod . Super alert , TODD watches MACE hold the rod out to him .TODD looks mistrustful .MACE demonstrates , using the rod like a cane .Expressionless , watches MACE use the cane .MACE never even realizes how much danger he was in .

TODD 's heavy boots come close to NATHAN , the cane clumps down , just missing him . NATHAN looks up with open - mouthed innocence and childlike wonder at TODD who looms past him , walking very cautiously with the help of a cane . TODD looks down at NATHAN . Their eyes meet for a moment . TODD is wearing one of the heavy parkas the pioneers wear . SANDRA answers a KNOCK at the door , opens it , revealing ELLEN , the ten - year - old , in the doorway . Behind her are JOHNNY and WILL , as well as several other CHILDREN of various ages .But ELLEN 's eyes are on TODD and so are the others crowding behind her to peep over her shoulder . They all want to get a look at TODD , but when he looks in their direction , they retreat shyly . SANDRA is wearing a parka too . She picks up NATHAN from where he 's sitting near TODD 's feet and carries him to the door , giving him a kiss , then handing him to ELLEN . NATHAN starts to cry and holds his arms out to his mother as ELLEN hugs him and comforts him . TODD watches the drama as ELLEN and SANDRA comfort the child and soothe his fears at being separated from his mother . Nothing shows in TODD 's eyes . but affection seems to fascinate him . As ELLEN and her cohorts hurry off with NATHAN , they sneak over - the - shoulder glances at the strange monster , TODD . Just then MACE , dressed in a heavy parka also , comes out of the bedroom and heads for the door .MACE is heading out the door as we .

My mother says when someone's sick or hurt, you have to help them. You do n't have a choice.

You still have to help them. because if you do n't, you're evil!

My father's making Sergeant Todd a scarf because he saved his life one time. He's knitting it.

Single - file , a dozen PIONEERS move along a trench as the wind SCREAMS overhead . We DISCOVER the cane and boots of TODD among them . The MAN in front of TODD glances back at him occasionally , curious , while MACE and SANDRA walk behind him . As they pass huts , there are windows high in one sloping wall of the trench . TODD does n't notice the distorted faces of the CHILDREN peering out at him , their noses pressed against the plexiglass , full of curiosity as we .

Three trenches meet . Some of the PIONEERS move off to the left , some to the right . MACE is going left , but SANDRA guides TODD toward the right with her .MACE gives her a wave . He waves at TODD too . TODD looks confused at the wave , then he salutes . MACE is startled by that . He sort of grins as we .

A nasty little snake , a ten - inch VIPER , slithers through the dirt among the neat rows of seedlings growing there until . SQUASH ! One neat blow from the sharp edge of a trowel decapitates the VIPER . SANDRA flips the still wriggling thing aside and wipes her trowel clean in the dirt as TODD watches with those blank snake eyes of his . They 're on all fours in a garden . The garden is simply a much wider trench covered by a trellis so the light can be regulated . There are already neat rows of vegetables are growing . Behind them , kneeling PIONEERS are planting new seedlings and weeding around more mature plants . SANDRA turns back to place a seedling in the dirt with only an offhand glance at the dead VIPER .Her meaning clear , SANDRA continues to demonstrate to TODD how to plant the seedling in the earth .TODD follows her look to the other side of the trench where the plants are already eighteen inches high . Other PIONEERS , working on their hands and knees also , are sneaking glances as TODD , among them , a middle - aged woman named JUDITH and an older woman , EMMA . SANDRA frowns one of their looks away protectively as she selects another seedling from a tray and hands it to TODD .TODD looks at it . He does n't exactly look scared , but he handles it gingerly , seemingly intimidated by the delicate seedling . He starts to plant it carefully as we .

Jabbering VOICES , the click of utensils . Heaping plates of food are being passed the length of long tables set up in communal style . JOHNNY is kicking ELLEN under the table , WILL flips a piece of food at TOMMY when his mother , ILONA , is n't looking , and the outspoken SLADE is lecturing a pioneer named CHESTER .The conversation gets the attention of JOHNNY and WILL who stop food - fighting to listen to the adults talk .ANGLE ON ILONA noticing WILL and TOMMY listening .ANGLE ON TOMMY and WILL glancing toward the next table . ANGLE ON THE NEXT TABLE where TODD , wedged between SANDRA and MACE , is eating like a machine , looking neither right nor left as people jabber all around him . ANGLE ON JUDITH whispering to EMMA at a nearby table as she watches TODD eat .ANGLE ON SLADE who turns now and boldly addresses TODD across the gap between the tables .There 's a sudden hush in the noisy room , broken only by a few urgent whispers and a cough . TODD looks up from his food and meets SLADE 'S look . SANDRA scowls at SLADE as SLADE persists .The silence is even more charged than before . SANDRA looks alarmed . Someone coughs . The tension is unbearable .A sigh of relief from everybody ! But SLADE presses on .ON TODD , actually struggling with the question . remembering . Suddenly he blurts .TODD hesitates for half a second before answering .There are looks exchanged among the PIONEERS as we .

JIMMY. RUNNING. CA N'T. HA HA CA N'T. KEEP UP WITH HIMSELF. HA HA HA.

A little seedling is fitted into the earth gently . TODD 's strong hands pat the earth around it . TODD reaches for another seedling . He 's one of a group of ten PIONEERS , all on their hands and knees , all working intently , silently . They seem to have accepted him . Nobody stares . TODD is carefully patting the next seedling in the ground when something causes him to look up . Five ENEMY SOLDIERS in torn and dirty uniforms are looming over him , weapons pointed at him . All around them is a desert of sand stretching forever under a baking sun . One of the soldiers kicks TODD . ANGLE ON EMMA , JUDITH , and several other PIONEER WOMEN exchanging nervous glances as they look back to where TODD 's kneeling . There are no soldiers . but somehow , he 's trampled several rows of seedlings . TODD looks toward them , confused , disoriented by his `` memory . '' The women look away quickly , frightened , and we .

SANDRA is changing NATHAN 's diaper as she chatters , her back to TODD .Across the room , TODD , wearing a T - shirt and baggy pants is sitting on a stool , his face impassive as ever . As SANDRA talks , her back to him , TODD 's eyes are on the contours of her body against the shift she 's wearing . It 's very . erotic .TODD 'S face is as impassive as ever while his eyes caress the shape of her body . and she , unaware , continues to reminisce .As SANDRA maneuvers NATHAN , TODD catches glimpses of her breasts pushing against the material of the shift . She continues , still not noticing where his attention is .A wry laugh . She turns to put NATHAN down on the floor and catches TODD 's eyes just as he shifts them quickly from her breasts . For a moment it 's awkward . she looks at him . then she recovers .TODD does n't answer as we .

The CHILDREN are peeking around a doorway , watching something in the meeting room . HAWKINS , coming along the dirt - walled corridor , spots the CHILDREN ahead .The CHILDREN barely acknowledge her as she comes even with them . She looks at what they 're looking at . What they 're seeing through the doorway is TODD , shirtless , doing an eerie sequence of tai chi exercises . His muscular body ripples , revealing an incredible map of scar tissue that speaks eloquently of the life he 's led . gash marks , long zippers of stitches , the puckered patches of burns . HAWKINS watches for a long moment , her eyes worried . In the midst of a slow graceful movement , TODD suddenly whirls and delivers a lightning blow to an unseen enemy with amazing speed and fury , the terrible force contained in the movement all too obvious . Even as HAWKINS and the CHILDREN gasp silently , TODD returns to the graceful , almost balletic movement , even spookier now , that preceded the deadly thrust . The CHILDREN 's eyes are like saucers , their jaws agape . HAWKINS shudders . and breaks the hypnotic spell , speaking aloud to the children .

It 's dark , the wind 's HOWLING just above the trench walls as TODD peers into a faintly lighted window in the wall of the trench . TODD 'S POV THROUGH THE BEDROOM WINDOW reveals a tender moment between MACE and SANDRA as they enter the bedroom and kiss . A flickering candle on a low table , the only light , exaggerates their shadows . ANGLE ON TODD , his face revealing no feelings as he turns away . Light spills from other windows , some more brightly lit , as TODD begins to jog along the trench , gradually picking up speed , until he 's running hard through intermittent pools of light in the maze of dark trenches .

Stillness ! No wind ! Everything is quiet . Bits of junk are strewn across the landscape under the four suns .

As MACE continues talking to TODD , he loads the pockets of his heavy parka with miscellaneous hunks of metal .MACE hands heavy hunks of metal to TODD who 's wearing a parka like MACE 'S . He pockets the metal obediently . Behind them a small crowd of PIONEERS are doing the same : JIMMY PIG , SLADE , CHESTER , RED , a woman named SALLY and several OTHERS . In addition to the parkas , they wear eskimo - style eye - protectors and carry canteens , tools , and coils of rope attached to various parts of their outfits . ANGLE ON MACE noticing TODD eyeing the rifle JIMMY PIG is carrying .Other are already climbing the ladder out of the trench to the surface above as MACE urges TODD to follow .

It 's very still , no wind . The little group of PIONEERS is moving along a wire that passes close to the towering ruins of the wrecked spaceship . They are tiny figures in the vast landscape . CLOSER ON TODD AND MACE as they plod along in the line of PIONEERS . MACE indicates the wreck off to the right .TODD follows his look to a long open trench leading , apparently , nowhere .As they pass close along the trench , TODD looks in and observes the trench is knee deep in muddy water with rusty machine parts and assorted junk protruding . MACE chuckles at the sight .A sudden SHOUT , `` HEYYUP ! YO ! '' distracts them . TODD looks forward , sees RED pointing to a chunk of steel a hundred yards off the wire . ANGLE ON JIMMY PIG , already fastening his safety rope and a second rope to the wire , then heading off toward the piece of steel , trailing the two ropes . ANGLE ON MACE , explaining the procedure to TODD .TODD is watching JIMMY PIG as he approaches the piece of steel and starts to attach his rope to it .TODD listens . Nothing at first . then a very faint WHISTLING . The sound he heard that first night when he was on the settlement `` roof . ''TODD can see JIMMY PIG . He 's attached the rope to the steel and he gives a signal . As PIONEERS start to haul on the line , pulling the steel toward them , MACE shouts at JIMMY PIG .JIMMY waves , starts back toward them . MACE indicates for TODD to help haul the steel and the two of them are just joining in the effort when . WHOOOOOOOOOO ! THE WIND IS SUDDEN AND FEROCIOUS ! IT STAGGERS THEM !TODD follows MACE 'S example and , like the others , grabs the wire and hangs on as the wind SCREAMS and tears at them . One of the pioneers , CHESTER , shouts , points . They all see JIMMY PIG being blown faster than he can run , his legs churning desperately to keep up with his wind - propelled body . To no avail ! He 's suddenly airborne , his legs still churning like cartoon legs as he flaps helplessly at the end of his safety tether like a kite , fifty feet in the air . An eighty - pound steel barrel blows past , tumbling in the wind . Bits of junk zip dangerously around like missiles . ANGLE ON THE PIONEERS , crouched low on their knees against the wind , clutching the wire with one hand while they pull on JIMMY PIG 'S safety line . But the wind is too strong . until suddenly TODD is pulling , and TODD 'S strength makes the difference . slowly JIMMY PIG is pulled toward them . and Pioneers exchange amazed glances at TODD 'S strength . As he pulls , TODD notices what the others do n't . ANGLE ON THE RIFLE dropped by JIMMY PIG , ten yards away . ANGLE ON JIMMY PIG as he 's hauled safely in to the group of PIONEERS who clap him on the back and hug him . CHESTER is laughing so hard he can barely stand up as he tries to describe and mimic JIMMY 'S desperate effort to outrun the force of the wind .CHESTER breaks off , suddenly sober , staring off , and the others turn to see what he 's looking at . Everybody stops laughing . ANGLE ON TODD , carefully moving away from the wire to retrieve the rifle ! The WIND is dropping off some , enough to stand . ANGLE ON MACE and the other PIONEERS reacting with alarm at the sight of TODD picking up the rifle . ANGLE ON TODD as he turns , rifle in hand . TODD 'S POV of the PIONEERS staring at him , the WIND diminishing further . ANGLE ON TODD looking toward them . Nothing shows on his face . ANGLE ON SLADE looking sour . Trouble ! Just what he expected . ANGLE ON MACE , taking a deep breath , smiling as he moves toward TODD , holding out his free hand for the rifle .But MACE breaks off , realizing that TODD 'S attention is elsewhere . TODD is beyond MACE toward the landscape . MACE -LRB- and the other PIONEERS -RRB- turn to see what TODD 'S looking at . ANGLE ON THE `` JUNK MOUNTAINS '' in the distance , several miles off , where , hovering high above the junk mountains , an ancient DUMPER SHIP issues a steady stream of metal and concrete debris onto the junk heaps far below . The faint THUNDER of the refuse tumbling onto the steep slopes is just audible over the SOUND of the wind . CLOSE ON TODD , as realizes how he got here . ANGLE ON MACE , reacting to TODD 'S intense interest .As TODD turns and looks at MACE , MACE puts out his hand again for the gun . TODD seems to notice the weapon in his hand for the first time . Unhesitatingly , he hands the rifle to MACE . As MACE casually takes the weapon , the PIONEERS breathe a sigh of relief , grinning again as the tension eases . TODD has turned his gaze back to the DUMPER SHIP , fascinated . So that 's what they did to him ! Just then , JIMMY PIG claps TODD heartily on the shoulder .TODD , reacting to the smack on his shoulder , looks at JIMMY PIG like what was that ? Are you hitting me ? But all the PIONEERS are gathering around TODD in such a jovial manner that the puzzled soldier sort of understands this is n't an attack .

A CHRISTMAS TREE ! The corny little tree with plastic needles , blinking lights , and topped with a super cute angel is only a foot high . It 's sitting on CHURCH 's cluttered desk next to framed photographs of CHURCH 's wife and children . We can hear MEKUM 's voice badly transmitted .Glowering at the monitor where MEKUM 's badly transmitted VIDEO IMAGE is quivering and distorting , CHURCH waves the print - out map he 's holding in his hand , a map showing hundreds of little dots against a vast field , stars and moons in the vast sea of space . RUBRICK and SLOAN watch as CHURCH addresses MEKUM 's image indignantly .CHURCH hesitates . SLOAN and RUBRICK look at him . Then CHURCH blurts a question , his voice breaking .MEKUM 'S IMAGE disappears and the video screen goes blank , leaving a glum silence broken only by the DRUMMING of the rain on the roof . CHURCH moodily strolls toward his desk , and his eyes go to the photographs . His wife and children smile back at him from the pictures . Just then SLOAN taps him , and be turns to see her handing him a cup full of amber liquid .RUBRICK is pouring another glass from a bottle of Scotch as the little tree winks on and off , and we .

Silence . Darkness . Dim shapes in the darkness , hard to distinguish . Rain BEATS on the roof monotonously , relentlessly . The room is alive with BREATHING . Then we hear a MUFFLED WHOOP from outside . The darkness is tense , the BREATHING changes rhythm . The RATTLE of the door breaks the quiet . The door swings open , a flashlight stabs the dark . A woman GIGGLES : SLOAN ! The flashlight beams and wavers in the darkness , catching brief glimpses of the faces of the NEW SOLDIERS . Their eyes glitter in the lurching beam , their faces are ghostly like vampires . RUBRICK switches on a dim overhead lamp as he and SLOAN -LRB- holding the flashlight -RRB- and CHURCH stagger drunkenly into the bunkhouse , carrying a couple of half - empty bottles .Eyes riveted on the THREE OFFICERS , the NEW SOLDIERS are unresponsive to Christmas cheer . In fact , they look almost angry , like big dangerous animals , as the three OFFICERS stagger stupidly down the row of bunks , every eye following them .CHURCH almost falls over as he places the tree on the floor As stone faces watch him without expression , RUBRICK waves a couple of bottles .SLOAN , giggling , does a provocative bump and grind .The NEW SOLDIERS do n't react . Stone faces .RUBRICK sets three bottles down and indicates them to the NEW SOLDIERS .RUBRICK burps stupidly as the NEW SOLDIERS stare back at him from their bunks , muscles bulging , eyes glittering , nothing but danger in their stone faces as we .

`` JINGLE BELLS , JINGLE BELLS , JINGLE ALL THE WAY . '' In sharp contrast to the gloom of the soldier Christmas , the PIONEERS , MEN , WOMEN and CHILDREN , are SINGING and celebrating . There 's a six - foot carved wooden tree festooned with makeshift decorations and ringed with heaps of presents in crude wrapping . There 's an appetizing looking buffet and a punchbowl . ANGLE ON TODD seated against a wall not far from the door . He stares uncomprehendingly at the merriment all around him . What on earth is going on ? What are they doing ? JIMMY PIG is marching around in a Santa Claus costume , doling out presents to ELLEN , WILL , TOMMY , JOHNNY and OTHER CHILDREN .Passing TODD , JIMMY PIG acknowledges him with a wink and a special `` HO HO HO . '' TODD 'S eyes give away his confusion . What the fuck is this ? JIMMY PIG in a fake beard and a fake stomach ? This is the craziest shit TODD has ever encountered . ANGLE ON NATHAN , a wrapped present in hand . He has n't a clue what it is or what he should do with it . Laughing , MACE and SANDRA hover over him , showing him how to pull the wrapping off . Great idea ! NATHAN likes pulling wrapping off ! That 's fun . SANDRA and MACE watch joyfully as NATHAN tears at the wrapping enthusiastically . ANGLE ON TODD getting to his feet . ANGLE ON NATHAN pulling away the last of the wrapping to expose a pull toy , a METAL BIRD on crude wheels made of wire and junk . MACE takes the toy , demonstrates pulling it . The wings flap as the wheels turn ! NATHAN reacts with delight and amazement ! Then grabs it ! A SUDDEN SCREECH . ANGLE ON TODD looking alarmed . He 's on his way to the door , but EMMA is charging at him , SHRIEKING ! Not sure whether this is an attack or not , TODD watches the older woman scramble onto a stool next to him , still SHRIEKING giddily . As TODD eyes her -LRB- and everybody else -RRB- warily , she gives him a peck on the cheek and points over head . TODD looks up , sees a strange cloth decoration with a sign on it that says `` MISTLETOE . '' Means nothing to TODD . There 's a burst of applause as EMMA scrambles off the stool . Somebody starts to sing `` GOD REST YE MERRY GENTLEMEN . '' A MONTAGE OF FACES : JIMMY `` SANTA '' PIG , MACE , SANDRA , RED , CHESTER , SALLY , ELLEN , HAWKINS , even SLADE , SINGING . ANGLE ON THE DOOR . No sign of TODD ! Gone !

A low wind MOANS and mingles with strains of `` OH , HOLY NIGHT '' as TODD bellies up to the `` skylight '' and peers down at the scene below in the Meeting Room . TODD 'S POV THROUGH THE SKYLIGHT . The merriment has evolved into a more spiritual mood as the PIONEERS join in the solemn hymn . But TODD spots NATHAN trying to pull his pull toy along so the wings flap . NATHAN is pretty wobbly and he goes down hard and starts to cry . Immediately SANDRA disengages from the adults and rushes to the sobbing NATHAN and clutches him to her breast , soothing him . and MACE joins her , hovering over his son . ANGLE ON TODD , watching . After a moment , TODD scrambles off the roof and drops into the adjoining trench while `` OH , HOLY NIGHT '' continues to blend with the soughing WIND .

Lit by spill from a window in the wall of the trench , TODD starts doing push - ups . One - two - three - four - five - six - fast - fast - fast - fast .

HAWKINS is walking along the corridor outside the meeting room when she hears strange SOUNDS . She approaches the door and looks in . ELLEN and other CHILDREN -LRB- including NATHAN -RRB- are playing children 's games on the floor , paying no attention to the source of the strange noises . JOHNNY and WILL . JOHNNY and WILL are doing exercises , obviously inspired by TODD 's martial calisthenics , and including the sudden violent movements . As the two boys make their ritual grunting noises , HAWKlNS frowns a worried frown , and we .

The seedlings have grown to twelve - inch stalks . SANDRA is pulling some from the ground as TODD imitates her . She shows him the fat edible root .Other PIONEERS are also harvesting , with occasional glances at TODD as we .

Cleaning vegetables , SANDRA is separating the roots , shaking the dirt off , cutting away the excess . TODD is carefully following her example , cutting the stalks away with the knife . NATHAN is tottering across the floor an a beginner 's wobbly legs .Whump ! NATHAN falls on his ass .TODD watches SANDRA go to NATHAN and hug him affectionately . Turning back to the vegetables , stone faced , TODD cuts his finger . Blood flows . He ignores it , continues working . But SANDRA , returning to the vegetables , notices TODD 's cut finger and immediately grabs a rag and takes his hand . TODD looks startled is she takes his finger . Then , staunching the blood with the rag , she looks him in the eye , curious .What 's it like ? TODD stares at her , trying to process the question . Seeing his difficulty SANDRA tries to help .No answer , a stare .TODD gulps . His blank stare could pass for stupidity .TODD wets his lips . He seems about to answer . and yet it 's difficult for him . He could kill a person easier . On the floor NATHAN GOOS happily , oblivious .A stunned silence . Finally SANDRA speaks .TODD looks at her . This is incredibly difficult for him , like physical labor . He wets his lips and take a breath .SANDRA is overwhelmed . She reaches for him , hugs him to her breast like a little baby , holding him . But TODD is as tense in her arms as steel . He ca n't relax . He 's even trembling . NATHAN , on the floor , looks up , smiles innocently . SANDRA lets go of TODD and steps back , looking at him , her face troubled , as we .

ELLEN is supervising block building -LRB- babysitting -RRB- with several of the younger children -LRB- OMAR , BUCKY , ANGIE and JANICE -RRB- while WILL and TOMMY play their own separate games close by . Then WILL looks up and sees something disturbing .He 's speaking to JOHNNY who is doing martial exercises .ELLEN looks up from the blocks .WILL is smirking with satisfaction at having settled that when out of nowhere ELLEN 's little fist hits him hard on the nose . WILL looks stunned . Blood oozes from his nose . He starts to cry . ELLEN looks horrified at what she 's done as we .

I want my father and my mother! Can he find where my father is? I want him to find my father!

The scarf ! It 's been knitted with an elaborate and colorful design .SANDRA is examining the knitted scarf as JIMMY PIG and his WIFE stand in the doorway .JIMMY PIG looks very embarrassed . He shrugs .JIMMY PIG nods , takes the knitted scarf back from SANDRA as we .

Frantic CIVILIANS , mostly women and children , are illuminated by FLASHES from rocket fire overhead as they scramble for cover amidst heavy CROSSFIRE from automatic weapons . A terrified LITTLE GIRL , separated from her family , seeks shelter in a doorway when suddenly she 's confronted by THREE SOLDIERS IN RED UNIFORMS looming over her . Looking up in abject horror , she sees a RED SOLDIER casually pan his assault rifle , pointing the muzzle right at her from only a foot away , unmistakably flexing to fire . BLAM ! Suddenly the RED SOLDIER is blown backwards violently , shot in the chest . ANGLE ON TODD , visored , in a torn black uniform , firing again . BLAM ! A SECOND RED SOLDIER goes down . CLICK ! TODD 's weapon jams . As the LITTLE GIRL , amazed to be alive , watches open mouthed , TODD swings his weapon like a club , attacking the THIRD RED SOLDIER before he can aim . Then she runs , leaving TODD savagely beating the THIRD RED SOLDIER to death . TODD is delivering a final savage blow to the prone body when a movement or shadow catches the corner of his eye and he whirls savagely to defend himself from behind -

WHUMP ! JIMMY PIG is slammed up against the wall of the meeting room , TODD 's big hand around his neck . Gurgling desperately , his eyes popping out of his head , JIMMY PIG stares helplessly into TODD 's merciless soldier eyes and his stone face only inches away . TODD blinks . He sees he 's got a terrified JIMMY PIG pinned to the wall , his feet dangling two feet off the floor . Slowly he lowers JIMMY PIG to the floor . All JIMMY PIG can do is squeak desperately and point to the floor .TODD looks down . He sees a knit scarf lying on the floor . He does n't understand . He looks up . He sees JIMMY PIG 'S WIFE , HAWKINS , SLADE , and several other PIONEERS standing in the doorway of the meeting room , their stunned expressions indicating they just saw something horrifying . TODD stands there , isolated , bare - chested , his huge muscles glistening with sweat , decorated with terrible scars and mysterious tattoos , as we .

EVA , Johnny 's mother , is reacting , horrified .CHESTER , Johnny 's father , rushes in to see what the commotion 's about . ANGLE ON JOHNNY in the tin cauldron that serves as a bath tub . JOHNNY 'S bare chest and shoulders are covered with crude imitations of TODD 's tattoos .CHESTER and EVA exchange a look .

MACE and SANDRA are lying awake in the bed in darkness . For a long moment they 're both silent with the silence that comes in a heavy moment in a conversation . Then MACE speaks , his eyes on the ceiling .They 're both silent for a long moment . MACE has something weighing on his mind that he hesitates to say . but finally he says it .A heavy silence , then .MACE stares at the ceiling and speaks with difficult honesty .Another pause before .MACE is staring grimly at the ceiling as we .

Silent and surreal , the events of 1986 continue with the PASSIVE FOUR - YEAR - OLD sitting on the floor while the AGGRESSIVE FOUR - YEAR - OLD looks down at him , and other FOUR - YEAR - OLDS gather ominously . It 's only now , as he gets to his feet , suddenly trading vicious blows with the AGGRESSIVE FOUR - YEAR - OLD that we realize that this passive boy is FOUR - YEAR - OLD TODD . The boys do n't fight like children ; they do n't quit or cry as the blood flows . Highly - polished shoes , sharply creased trousers , and eyes glittering from the shadows are all that is visible of the faceless OBSERVERS who make no move to interrupt the violence . FOUR - YEAR - OLD TODD , his nose pouring blood , exchanges savage hurtful blows with his opponent , bloodying him viciously , as we .

Eyes ! The adult TODD blinks away the memory , stares straight ahead . into NATHAN 'S face , only six inches from his own . They 're all alone in the room . It 's very quiet . NATHAN smiles a tentative smile , raises a hand , reaches out to touch TODD 'S face affectionately , curiously , testing their friendship . ANGLE ON TODD , his eyes . Dangerous . He draws his face back enough to avoid being touched . NATHAN looks unsure . He 's used to affection . Then he realizes . it must be a game ! He reaches out again . Again TODD avoids the touch . and as he does so , something catches his eye . TODD sees a VIPER sliding across the floor toward NATHAN . NATHAN does n't see it ; he 's still trying to figure out this game . TODD pulls off his boot and hands it to NATHAN . NATHAN accepts it , thinks it 's a gift . He 's pleased . It 's that kind of game ! He gives TODD a friendly `` thanks for the boot '' smile . TODD points to the VIPER which is close to NATHAN now . NATHAN looks at the VIPER . He does n't understand what he 's supposed to do . TODD makes a hitting motion with his hand . The VIPER is close to NATHAN , coiling . NATHAN looks from the VIPER to TODD . TODD indicates the VIPER with his eyes . His look is intense , a message in his eyes . The VIPER is like a spring , it strikes . TODD 's hand is like a blur , almost invisible as he catches the snake and flips it a couple of feet . NATHAN stares . The angry VIPER SPITS and HISSES and coils to strike again . NATHAN looks at TODD . TODD eyes the boot , then indicates the VIPER with his eyes . NATHAN frowns ; he 's getting the idea . The VIPER is about to strike again . SQUASH ! A heavy boot comes down on the snake , crushing it . TODD looks up to see MACE standing on the snake , reaching down for NATHAN . As MACE hugs the boy protectively to his chest , he glares down at TODD with eyes blazing with fury . TODD meets the look without blinking . He never blinks .TODD turns to see SANDRA standing in the bedroom door , her eyes almost as hard as TODD 's as we .

TODD stares impassively as HAWKINS addresses him .TODD is standing in front of the room full of grim - faced PIONEERS , all looking at him . It 's like a court . HAWKINS is flanked by MACE and SANDRA .As she speaks , TODD 's blank stare considers the weathered faces of the PIONEERS facing him . He sees CHESTER , EVA , RED with his WIFE , JIMMY PIG and his WIFE , SLADE and MRS. SLADE , JUDITH , EMMA , SALLY . As HAWKINS continues , TODD 's sharp eyes pick out details . He sees JIMMY PIG opening and closing his hands nervously , he sees SLADE fingering a barely noticeable rifle barrel . CHESTER has a weapon too .The PIONEERS are nervous , ready for trouble , afraid TODD might take this badly and fly off the handle . As TODD 's huge hand opens . and closes , their eyes are on it . He could pick up the table and hurl it at them , break men in half with his bare hands . His face is like stone , his eyes like diamond chips as he glances toward SANDRA . TODD sees SANDRA is moved , trying to suppress her emotions , biting her lip , as HAWKINS goes on .MACE does n't finish . TODD 's eyes glance again at the PIONEERS . They too seem moved , not so ready to shoot . TODD blinks . Once . And we .

TODD is wrapped in a heavy parka , his mouth wrapped with the scarf JIMMY PIG knit , his eyes covered with eye protectors as MACE hands him another sack in addition to the one already over his shoulder .TODD glances at the knot of PIONEERS gathered in the trench , all eyes on him . SANDRA is among then with NATHAN in her arms . For just a second TODD 's eyes go to the cheerful face of NATHAN ; then he turns to MACE . MACE is startled to see TODD pull the scarf from his mouth to speak . He 's never spoken before unless spoken to .Then TODD replaces the scarf over his mouth and starts to climb out of the trench into the wind as we .

Four suns glare down from the sky onto the vast , windswept wasteland . TODD is a tiny dot in the vastness , traveling like a bug along one of the long cables that stretches for miles and miles . He 's out by the skeleton of the old ship as we .

A low slung armored vehicle on caterpillar treads RUMBLES over a steep rocky terrain faintly backlit by a cold sun that looms enormously on the horizon while giving off only a faint glow . Hanging on to the outside of the insect - like scouting vehicle -LRB- called a `` CRAWLER '' -RRB- are two nasty - looking NEW SOLDIERS in space suits designed for battle , their heavy rocket rifles cradled and ready , their visors blank and ominous .

The husky sergeant , CAINE 607 , steers the vehicle and speaks into a radio mike at the same time .The GUNNER beside him and the NEW SOLDIERS in the back seat stare stoically out the windows as CAINE 607 replaces the mike .

RUBRICK is sitting at a console cluttered with coffee cups and half - finished cheeseburgers , responding to the radio .RUBRICK turns to CHURCH who 's standing in the cramped cockpit , staring out a window at the gloomy planet outside , watching the CRAWLER creep over the terrain .

An oval hatch door swings open and SLOAN enters . VETERANS in coveralls , slumped or sprawled on steel - tiered bunks , scramble obediently to their feet , eyes on SLOAM .As VETERANS start to pull space suits from under the bunks , SLOAN turns her back on them . but hesitates before exiting as though expecting something . Sure enough , veteran RILEY speaks up .SLOAN says it even before she 's turned . She knew who it would be .RILEY swallows hard and with effort keeps his hand from saluting as he speaks .SLOAN turns her back and exits . As the door closes , RILEY , unable to restrain himself any longer , salutes hastily as we .

Through the cockpit window in the bluish glare of a work - light , VETERANS , dressed in space suits , can be seem erecting a prefab hut on the harsh moonscape . SLOAN is watching them through the window while behind her RUBRICK lounges with his feet on the console and reads a current magazine on a VDT . CHURCH is partially visible in the background , poring over charts in the navigator 's cubicle . It 's very quiet until SLOAN speaks , almost to herself .Silence . SLOAN watches the VETERANS outside through the window . They 're working like a team of ants in space suits , erecting the hut . CHURCH gets up noisily from the navigation cubicle and joins them , shaking his head .

WIND ! As the wind RAGES outside , TODD , wearing his parka , crouches over a tiny fire inside a huge open - ended pipe twelve feet in diameter . He stares at the bleak , windy landscape outside his shelter . He looks primitive , like a caveman , and very very alone as we .

The fat section of pipe is twenty feet long squatting in the blowing litter on the grim landscape in the shadow of the junk mountains . Somehow that inanimate pipe also looks lonely in the vastness as the four suns overhead darken toward evening .

The fire is nothing but coals . TODD sits stoically over the embers , more alone than ever , chewing on a piece of dried food , part of his spartan meal . As he chews , he stares blankly at nothing until . A single tear crawls down one cheek . Then another . TODD looks like a stone statue oozing tears . He reaches up and touches the strange water with his finger , then studies the finger , as though a tear were the most remarkable thing he 's ever seen . He can not remember anything like this ; he can not remember ever having cried . And suddenly , without warning , he 's convulsed with tears , heaving with sobs , alone in the big pipe with the pitiful little fire , bawling like a baby as we .

A VIPER writhes across the floor through the patterns of light streaming through the window , a sinister presence , full of menace and evil designs . The VIPER winds its way toward an object that will prove in a moment to be a corner of the bad . SMACK ! The VIPER does n't make it ! SMACK ! Another blow from MACE 's heavy boot being swung by hand . The VIPER coils and HISSES angrily , wounded and dangerous . SMACK ! The boot again ! NATHAN wields it awkwardly , hitting bravely at the HISSING VIPER ! SMACK ! NATHAN hits again and . MACE rolls over in the bed . SMACK ! MACE comes awake , looks around . MACE lunges from the bed . SMACK ! Just as NATHAN gives the damaged VIPER another blow , MACE snatches the boy in his arms and yanks him away . SANDRA sits up in bad , looking around , alarmed . MACE is holding NATHAN , staring down at the VIPER . The VIPER has up the ghost , lying on the floor . MACE hugs NATHAN to him and looks toward SANDRA . They both look at the boot . And at the dead VIPER . Their eyes meet and , for a long moment , they just look at each other .

MACE is wearing his parka , pulling on his eye protectors hurriedly as he opens the door to the corridor . SANDRA 's voice makes him stop and turn to her .Mace glares at her for a moment , knowing she 's right . Then he turns away and starts out defiantly .SANDRA looks relieved and worried at the same time and we .

This time MACE is the tiny figure struggling along the wire in the wind , alone on the vast landscape under four suns .

The military ship called `` DADDY '' -LRB- Defend And Attack Deployment Entity -RRB- is a big ugly insect gliding through a black silent void . On the grimy bulwark of the ship are the letters NAF followed by serial numbers and the logo of the North American Forces .

CLOSE ON space charts . CHURCH 's finger is indicating a tiny dot on the chart surrounded by a vast sea of space .SLOAN and RUBRICK are looking over CHURCH 's shoulder while a NEW SOLDIER sits stonefaced at the control console flying the ship .RUBRICK shakes his head , snorts disgustedly .

As the grimy skin of the ugly military ship looms across our vision , a tiny orb is visible off the bow in the distance , a remote world , destination of `` DADDY '' as we .

Alone , MACE is pulling himself along the cable as the wind buffets him . Ahead the cable stretches past the skeleton of the ship and the `` catcher trenches '' toward the mountains of junk towering over the flat landscape several miles off . A heavy barrel blows by , then an old refrigerator tumbles past . MACE squints into the wind . Off to the right about a quarter mile away he can see a big piece of pipe . and a trail of smoke blowing out of the pipe and disappearing in the wind . MACE struggles the cable past flooded `` catcher trenches '' as we .

The pipe lies fifty yards off the cable to the right . As MACE pulls even with it , he can see right inside . TODD is standing just inside the mouth of the pipe , looking straight out at MACE . but the light is behind him and MACE ca n't see TODD 's face as he SHOUTS at him .MACE starts toward him , letting go of the wire , struggling in the wind . TODD watches him come . MACE stumbles on , dances a few feet , recovers , struggles toward TODD , SHOUTING .Just then , a sharp gust staggers MACE , driving him several yards toward a `` catcher trench . '' He 's teetering on the lip of the flooded trench , about to fall in , when TODD 'S strong arms grab him . They look like a strange four - footed beast as TODD drags him through the wind in an awkward `` embrace '' toward the cable . Once MACE has the cable in his hands , he laughs and gasps .MACE breaks off . Todd is n't listening ; he 's looking off toward the horizon . MACE follows his look . Five miles away he can see an ugly insect - shaped spacecraft descending from about ten thousand feet .TODD does n't answer . He 's staring at the descending ship with soldier eyes and a stone face as we .

Excitement , confusion . PIONEERS and CHILDREN are clogging the narrow , earthen corridors , shouting excitedly , hurrying outside . SANDRA opens her door into the corridor , concerned .SANDRA stands there stunned as excited PIONEERS mill past her , jamming the corridor , and we .

TODD is on the cable with MACE , his eyes on the squat beetle - like object crawling slowly toward then through the junk half a mile away .MACE raises his arm to wave . Without taking his eyes off the approaching CRAWLER , TODD grabs MACE 's arm and pulls it down . MACE looks at TODD , sees the grim expression on TODD 's stone face , and suddenly MACE is worried too .

Peering through binoculars , a soldier in the front passenger seat , the GUNNER , nudges the DRIVER and indicates something to the right . Two tiny FIGURES in the distance on a long cable . The driver is the beady - eyed giant , CAINE 607 . Reacting to what he see , he adjusts the vehicle to the right .

Two ominous NEW SOLDIERS wearing plexi - goggles and bulky armor under their uniforms hang on the outside of the CRAWLER in the wind , their waists dangling with weapons and equipment , big rocket rifles across their chests . They 're looking ahead toward the long cable , as their nasty - looking vehicle grinds slowly forward through the litter , an evil vision .

TODD and MACE are running , TODD in the lead , buffeted by wind , struggling through a clutter of old machinery , diesel engines , turbines , scattered haphazardly on the flat desert floor . MACE is running too , not as well , and TODD has to reach back and grab him , pull him along .

The GUNNER works a servomotor , aiming a cannon , as he peers through a scope . Through the scope , surrounded by digital readouts , we see two tiny running FIGURES .

MACE screams , he 's hurled wildly mid - stride , tossed ten yards . TODD looks back , sees him lying on the sand , screaming in pain . TODD turns back , sprinting , low , weaving , tossed by the wind . WHOOOM ! Another SHOT . If the wind had n't hit him , TODD would have been hit . MACE is screaming . His right leg is gone . TODD gets him , drags him , stumbles . WHOOM ! Another SHOT , another miss . TODD struggles for cover , staggering in the wind with MACE on his back .

Through his scope , the GUNNER sees TODD and MACE dive behind a big turbine . Unhurriedly the GUNNER flicks a switch on the dash . CAINE 607 nods approval . The GUNNER works the servo , bringing the cannon to bear on the turbine .

TODD is dragging MACE along behind the cover of the turbine , glancing back for what he knows will occur . BAWHOOM ! The area where they disappeared EXPLODES , chunks of steel fly . TODD keeps pulling MACE , who looks half dead as . BAWHOOM ! The TURBINE is hit again !

Through the scope , the GUNNER aims again and watches another chunk of turbine disintegrate . The GUNNER glances at the robot - faced driver . Their eyes meet . CAINE 607 nods . Obviously , they 've killed the two men . The GUNNER points to the cable . CAINE 607 follows the look , nods , and alters the course of the vehicle in toward the cable as he reaches for the radio mike .

TODD is crouched over MACE inside an abandoned diesel engine not far from the disintegrated turbine . He 's making a tourniquet to stop the bleeding from the stump of MACE 's leg . MACE looks awful , pale , in shock . He speaks weakly .TODD meets his look but does n't answer . He finishes the tourniquet and turns his back on MACE to peer out through a gap in the engine at the CRAWLER . TODD sees the CRAWLER approach the cable , watches it veer left and start to travel along the cable . straight toward the colony ! TODD turns and looks into MACE 's face . MACE 's eyes are clouded with horror .No answer .TODD shakes his head no . MACE 's eyes fill with new horror .TODD turns away from MACE and peers through the machinery . He can see the CRAWLER is a hundred yards away now , traveling along the cable toward the colony . He can see the faces of the NEW SOLDIERS hanging on the outside of the CRAWLER , hard faces , goggled and ominous . When TODD turns back to MACE , he finds MACE eyeing him with pure hatred . MACE sneers weakly .His eyes roll back . He 's dead . TODD peers out again at the NEW SOLDIERS . They look invincible as we .

The spaceship is squatting on the barren ground a mile from the junk towers like an ugly insect .

RUBRICK sticks his head in the door of the cramped officers mess .Both CHURCH and SLOAN look up in astonishment from the card game they 're playing on a tiny fold - out table .CHURCH frowns , considers , then frets .

HAWKINS , JIMMY PIG , RED , and other PIONEERS are peering over the lip of the trench just beneath the trellis . A half mile off they can see the CRAWLER creeping in their general direction . The garden is full of excited PIONEERS with their CHILDREN , everybody trying not to trample the plants , but trampling them anyway , as HAWKINS addresses them .HAWKINS turns abruptly and looks over the rim . The CRAWLER is closer now , only a quarter mile away , angling to the left along the wire . HAWKINS starts to climb out of the trench , boosted by JIMMY PIG and CHESTER . She 's waving her arms , shouting .SANDRA looks worried .

CAINE 607 and the GUNNER both see the tiny figure waving at them a quarter mile away , trying to get their attention . As CAINE 607 adjusts their course to the left , the GUNNER 's servomotor WHINES as he aims , peering through the scope at the helpless figure of HAWKINS .

ANGLE ON HAWKINS suddenly reacting to the sight of the vicious - looking CRAWLER coming straight toward her , now only five hundred yards away . They do n't look too friendly ! Frightened , she 's lowering her arms and turning when . BLAAAAM ! The cannon flashes , HAWKINS flies backwards !

HAWKINS ' body flies back onto the PIONEERS in the trench . Panic erupts as . CHESTER raises his light rifle and starts FIRING over the lip of the trench . BAWHOOM ! The whole edge of the trench explodes , dirt flies , and CHESTER is hurled backwards , dead . PIONEERS are screaming and running wildly down the trenches . JIMMY PIG bravely aims his rifle over the lip of the trench . He sees the CRAWLER is lumbering right at him . PING ! PING ! His shots are pitiful . The CRAWLER keeps coming . ANGLE ON JIMMY PIG . No choice but to retreat . He turns and hurries down the trench after the others as we .

CHURCH and SLOAN look up from their card game again as RUBRICK sticks his head in the door to report the latest .Again RUBRICK and SLOAN exchange a glance and an eye - roll at the fretting old fuddy - duddy . Then SLOAN changes the subject brightly .

RILEY is standing rigidly in front of his bunk in crew quarters , flanked by the rest of the VETERANS in similar positions , facing SLOAN .

The NEW SOLDIER comes straight , like some inexorable death machine , lumbering awkwardly with his burden of weapons , goggled and blank faced . A PIONEER is backing away ten yards in front of him , firing wildly . POW ! POW ! POW ! The NEW SOLDIER looks at one of his armor - gloved hands , opening the palm in front of his face . His hand 's been hit . He shakes it , annoyed , like it was a bee sting , then he aims at the PIONEER . WHOOOOSH ! A tongue of fire from the NEW SOLDIER 's flame thrower engulfs the helpless PIONEER as we .

PIONEERS are crouching in the room when the door bursts open , and a tongue of flame turns the room into a firestorm and we .

SANDRA has NATHAN screaming in her arms as she calmly herds frightened CHILDREN through a corridor , JOHNNY , WILL , and ELLEN among them .But if her demeanor does n't reveal her fear , her eyes do .

Two Pioneers , SALLY and RED , lunge from a doorway into the trench and fire a rifle and a pistol at a THIRD SOLDIER who 's advancing along the trench . BANG ! BANG ! PING ! SPLAT ! SALLY and RED dive back in the doorway for cover where a pioneer named SINGH is crouched , watching with alarm the THIRD SOLDIER advancing unfazed . ANGLE ON THE THIRD SOLDIER coming toward them . ANGLE ON THE PIONEERS huddled in the doorway .RED and SALLY watch SINGH step out directly in front of the advancing THIRD SOLDIER and FIRE five shots rapidly . PING ! PIZG ! PING ! PING ! PING ! WHOOOOSH ! RED and SALLY see SINGH incinerated before their eyes . Exchanging a horrified glance , they turn to retreat down the interior corridor , but before they get two steps , they freeze . A SOLDIER is in the corridor , not looking at them , but breaking down a door . They ca n't go that way ! Trapped , they turn to see the THIRD SOLDIER almost to the doorway , his flame thrower aimed , his finger on the trigger , and . A blur ! Something lands on the THIRD SOLDIER from above the trench , and the THIRD SOLDIER falls over backwards , slamming hard to the floor of the trench . But he 's a super soldier , so that almost at the same time he hits the ground he 's already lunging upward to regain his feet and fight except . A knife blade rips across his throat , opening it wide in one swift movement , and . The THIRD SOLDIER 's head sags back because not even superman can fight with no neck and the last thing he sees through his plexi goggles is . TODD looming over him with a bloody knife , a face like stone , and fierce soldier 's eyes . ANGLE ON THE DOORWAY , where RED , SALLY , and another PIONEER peer around the corner , eyes wide with amazement at the sight of TODD kneeling over his victim . ANGLE ON TODD , slipping the utility belt off the dead THIRD SOLDIER , yanking grenades and ammo from the bulky body , stuffing a heavy pistol in his own waistband . RED approaches timidly .TODD glances up at him , and RED sees TODD 'S eyes and RED backs away quickly because . TODD looks badder even than the new soldiers ! Turning back to the dead man , TODD goes for the last item . the goggles . Ripping them off he reveals . A one - eyed soldier . The dead man staring up at him is MELTON . For just a moment TODD stares into the dead face , revealing nothing of how he feels , as we .

They got armored vests. You got to aim for exposed parts like the face.

I. I could n't. I could n't. count'em. Four, I think. Maybe five.

NATHAN is SCREAMING in terror on the floor , ignored as SANDRA and CHILDREN haul the bed from the bedroom to add to the heap of obstacles they 've placed in front of the door already . The stove , everything is wedged against the door to the corridor . As they heave the bed against the mountain of furniture and other belongings , the door quivers , the heap of furniture shifts .

The FIRST SOLDIER , as big as an offensive tackle , shoulders the door again , and it gives .

CHILDREN SCREAM as the mountain of furniture heaves backwards , and the door opens part way , revealing the FIRST SOLDIER . SANDRA grabs NATHAN and hands him to one of the children .SANDRA picks up a stool to defend herself .

Dashing into the bedroom , the children are greeted with a terrifying sight ! SMASH ! Soldier boots are kicking out the little window high in the wall , SMASH , SMASH , SMASH , and the window collapses , a boot sticks through the opening .

Unhurriedly , the giant FIRST SOLDIER bulls through the furniture , tossing the bed and table aside like sticks . SANDRA smashes at him with the stool , hitting him twice , hurling it in his face . The FIRST SOLDIER shakes off the blow as if he 'd been hit by a feather . But she 's got his attention . He turns his goggles at her , starts to raise his weapon as . SANDRA turns and disappears into the bedroom .

As SANDRA dashes into the bedroom in blind retreat she runs smack into the chest of another soldier ! Helpless and horrified , she looks right into a cruel stone face and goggled eyes , and she gasps .TODD never takes his eyes off the door as he brushes her roughly aside with one hand , while his other arm aims the heavy rocket gun right at the door and . The FIRST SOLDIER comes into the doorway with his flame thrower raised to torch women and children and what he sees is TODD looking right at him , aiming the rocket gun , and BAWHOOM , the FIRST SOLDIER is blown clear back across the other room with a shot right in the chest . ANGLE ON SANDRA , still on the floor where he knocked her , watching TODD exit the room , weapon raised , his utility belt dangling bandolier style across his chest . He looks like . one of them ! A soldier !

Crossing the next room , TODD moves quickly to the door , flattens , and peers into the corridor . He sees the SECOND SOLDIER heading toward him . BLAM ! BLAM ! TODD fires twice around the door and sees . The SECOND SOLDIER staggering back , hit , a pistol from his hip . Dirt explodes around the door frame as TODD ducks back . Quick as a wink , he yanks a grenade from his utility belt , triggers it , and flips it around the corner as CRACK ! a shot rips at his arm . BAWHOOM , the grenade goes off and , bleeding from his arm , TODD swings into the corridor and follows the grenade with three quick rocket shots .

Keeping low , TODD charges , his weapon pointed at the fallen SECOND SOLDIER . The SECOND SOLDIER is sprawled bloodily in the corridor , the walkie - talkie on his chest squawking urgently .TODD seizes the walkie - talkie , presses the transmit button , and snarls a throaty animal growl into the mike .

Crawler One calling Double Mike. Give me an `` okay,'' Double Mike.

CAINE 607 is sitting at the wheel of the motionless vehicle parked near the trench garden , radio mike in hand , when he hears the low ANIMAL SNARL come across his speaker . CAINE 607 's robot face reveals nothing as he listens to ANOTHER GROWL . WIND HOWLS outside . Then he flicks a switch on the dash and puts the mike to his mouth , his face expressionless .PORTHOLE VIEW/EXT . / INT . OFFICERS ' MESS / `` DADDY '' Seen through the thick plexi - porthole , heavily - clothed VETERANS are struggling with a wall , trying to erect the pre - fab unit while the wind , inaudible inside the ship , rages around them , staggering them this way and that . What we hear in the quiet interior of the mess is CHURCH voicing his disbelief .RUBRICK , looking uneasy , is facing CHURCH who 's looking up at him from a game of solitaire at the little table . SLOAN is biting her fingernails in the b.g.RUBRICK and SLOAN exchange a nervous glance as CHURCH paces agitatedly .

The four suns are dimming noticeably , dusk is falling . The wind HOWLS , junk drifts and shifts . A corpse turns over in the wind . It 's HAWKINS ' BODY , ravaged by the turbulent air , as we .

Someone is dragging a CORPSE down the smoky , lamplit corridor as little NATHAN watches SANDRA tending to the bloody wounds of a PIONEER lying on the floor . As the CORPSE is dragged past NATHAN , the lifeless , vacant eyes stare right at the uncomprehending little boy . NATHAN sees the pioneer 's seven year old daughter , ANGIE , sobbing uncontrollably at the sight of her father 's wounds . SANDRA is trying to help with the bandages and console ANGIE at the same time while all round her in the hellish atmosphere people GROAN and children CRY OUT . NATHAN does n't understand it , it 's confusing . MEN and WOMEN loom past him . He wobbles off down the corridor , toddling away from the sounds of pain . SHUK ! KA - SHUK ! Strange SOUNDS come from a doorway ahead , the doorway to the meeting room . CHAK ! KLAK ! SHIK CHIK KA CHIK ! The sound of metal and metal , metal parts CLICKING and SLIDING . Alone in the corridor , NATHAN toddles innocently forward , toward the SOUNDS .

NATHAN wobbles into the meeting room doorway and stops there , staring . The burnt furniture has been heaped in one corner of the room , leaving a large open space where TODD , bare - chested , a tourniquet on one arm , is squatting on the floor , skillfully reassembling a stripped rifle . Surrounding him on the floor in neat piles are the rocket rifles , pistols , ammo clips , utility belts , goggles , torn armor vests , boots , grenades , knives , and flashlights he salvaged from the dead soldiers . TODD looks up at NATHAN and their eyes meet . NATHAN recognizes his `` friend , '' tries a tentative little smile . But TODD just stares at him , and the unformed smile fades from NATHAN 's face . For a long moment they just look each other in the eyes very seriously . SANDRA enters , her dress covered with the wounded man 's blood . Not noticing TODD , she rushes to NATHAN , grabs him .Suddenly seeing TODD she breaks off , stares at him . Squatting on the floor , surrounded by weapons , TODD 'S eyes meet hers for a long moment . then he looks away , goes back to assembling the weapons with quick sure movements , almost as if he wanted to avoid her eyes . SANDRA wets her lips to speak , hesitates , then finally blurts out what she can hardly bear to ask .No answer . TODD finishes with the weapon , starts checking the next one .TODD looks up at her and nods . Their eyes lock .TODD nods , turns back to his arsenal . SANDRA stands there , hugging NATHAN to her chest , holding her tears in , her lids quivering , fighting to conquer her emotion . After a long , difficult moment , she wins the battle with herself . She looks numb , stunned , but she 's not crying . TODD has begun to dress . He straps a sheath knife to one ankle , pulls on boots . Then he pulls a jersey over his muscular torso , covering all the old scars , the tattooed names of battles , and the tourniquet on his arm . Staring at him with glazed eyes , SANDRA notices a blotch of blood form on the jersey , leaking through the tourniquet . She speaks numbly .Stuffing his pockets with ammo and other items , TODD glances at her with eyes that glitter dangerously .SANDRA stares at him stupidly as he continues to dress , pulling on a heavy armored vest .TODD pulls on a second armored vast , one that already has a ragged hole in it from a rocket .SANDRA watches him go to the heap of charred furniture in the corner and take a blackened stick from it , watches him smear charcoal under his eyes .TODD looks at her , a savage with blackened eyes .For a moment SANDRA is silent , then .TODD crosses two utility belts across his armored chest like bandoliers .His voice is soft as silk but hard as steel . She looks into his eyes . Does she detect a hint of approval , of respect , in those flat expressionless snake eyes ?TODD turns to go , laden with weapons , a flamethrower on his back , a rocket rifle on his shoulder , another in one hand .He looks back at her , right into her eyes this time .

The NEW SOLDIERS are putting on their heavy gear in ominous silence , covering their muscular torsos with armored vests and utility belts while SLOAN watches from the hatchway .They continue dressing obediently , their eyes the sullen eyes of robots . But CAINE 607 speaks up , at once respectful and dignified .Draped in battle gear the seventeen NEW SOLDIERS obediently repeat the words after her , their eyes blank and sullen . `` Kill kill kill . '' They look like somber death machines as we .

In the harsh blue glare of work - lights RILEY and the crew of VETERANS , dressed in heavy parkas , are struggling in the wind to erect the second side of a small hut . RILEY sees something , reacts . He sees seventeen NEW SOLDIERS exiting the ship in the fringe of the work - lights , ominous death machines in their heavy gear and goggles , partly lost in shadows like some vision from hell . RILEY stares at them , at the men who carry the weapons he used to carry , his face like stone , his eyes a mystery as we .

SALLY and RED are guarding a door to the trench when a CLANKING noise in the corridor behind them makes them turn and look . Their jaws go slack with amazement . Clanking toward them is TODD , so armored and laden with fighting gear he looks almost like a medieval knight ! He says nothing as he looms closer to then , heading for the door . The two of then shrink hastily out of his way .

Stepping into the trench , TODD hears the wind SCREAM overhead . He approaches crude steps dug in the side of the trench and begins to pull himself up into the wind . As he climbs , the SCREAMING wind changes pitch radically , and by the time he bellies over the lip of the trench , the wind is only a breeze . Getting to his feet and finds even the breeze is dying , replaced by a terrible stillness . As TODD looks off into the darkness , a voice calls to him from the trench behind biz .TODD turns back , looking down into the trench , and sees SANDRA looking up at him .TODD looks at her for a long moment , his face a mask , before he nods almost imperceptibly . Her eyes are full of tears .TODD looks into her eyes . It is impossible to tell if he knows that she cares about him and that she is blessing him . After a moment he turns away and lumbers off into the darkness , the CLANKING of his equipment the only sound in the spooky stillness .

Two CRAWLERS cut through the night fifty yards apart . Four of the NEW SOLDIERS cling to the outside of one CRAWLER , five on the other , two on each CRAWLER operating spotlights that pan the darkness to the sides while the headlights illuminate the skeleton of the crashed ship and shadowy chunks of machinery littered across the terrain ahead of them . It is very still . No wind .

A DRIVER is at the wheel , a GUNNER beside him , studying the night through an infrared scope . Behind them , two more NEW SOLDIERS sit lost in shadows in the back seat , staring impassively out the window at the spooky spotlights combing the eerie junkyard .

The LEFT FRONT SOLDIER sits on the fender seat of CRAWLER ONE , peering along the beam of his spotlight , scrutinizing the sinister shapes in the darkness , when . BLAM ! He 's shot in the face , slammed back into the windshield of CRAWLER ONE .

Vision blocked , the DRIVER is fighting for control of the vehicle as the GUNNER to his right screams into the radio mike .By veering sharply , the DRIVER is able to shake off the body that was blocking his vision , clearing his shattered windshield .

Seven of the NEW SOLDIERS - the three hanging on CRAWLER ONE and the four from CRAWLER TWO - drop off into the stillness . One checks the LEFT FRONT SOLDIER 's body while the others , barely visible in the weak light , fan out , keeping low , taking cover in the random junk strewn all around them . ANGLE ON NEW SOLDIER ONE , a corporal , crouched behind a huge piece of discarded agriculture machinery . He yanks a flare from his waist band and fires it . The FLARE bursts overhead , exposing the ghostly terrain to a bright green light . ANGLE ON THE JUNK AND THE SKELETON SHIP : a ghostly graveyard . No wind . Nothing moves . No sign of TODD .

Maneuvering across the junk - strewn landscape , the DRIVER peers through the cracked windshield at the green terrain , looking for TODD as the RADIO crackles .THE GUNNER and the DRIVER exchange a glance . The GUNNER takes the mike and speaks into it .

That is negative. We will eliminate the sniper and rendezvous at target.

CAINE 607 is at the wheel , speaking into his mike .CAINE 607 accelerates the CRAWLER .

The flare fades and the near darkness returns . ANGLE ON NEW SOLDIER ONE peering out into the stillness , then signaling NEW SOLDIER TWO who 's hiding nearby . As the two NEW SOLDIERS step out from their sheltered positions , they 're joined by NEW SOLDIER THREE . Exchanging hand signals , the three of them advance , spreading out cautiously . NEW SOLDIER THREE has moved about thirty yards away when suddenly he `` disappears . ''

SPLASH ! SOLDIER THREE has tumbled into a flooded trench . He struggles to his feet , ca n't figure out where he is . He pulls a flashlight from his waist and shines it down the trench in both directions . The flashlight beam reveals a steep - walled trench knee - deep in water and littered with rusting junk . NEW SOLDIER THREE splashes along the trench , looking for a way out . His light reveals a piece of a derrick mast leaning against the trench , a perfect ladder . He 's slogging toward it when he whirls suddenly and splays his beam down the trench behind him . NEW SOLDIER THREE 'S POV of the flooded trench . Junk and water . ANGLE ON NEW SOLDIER THREE , turning back and approaching the ladder . Just as he reaches the ladder he whirls again . Again his light illuminates the spooky trench . Again , nothing but water and junk . Relieved , he 's just about to switch off his light when . TODD rises out of the water only five feet away like a demon . Before NEW SOLDIER THREE can cry out , TODO lunges at him .

As he creeps cautiously through the gloom , NEW SOLDIER ONE stiffens . Was that a stifled CRY ? Or not ? NEW SOLDIER ONE signals NEW SOLDIER TWO and the two of them turn and move cautiously toward where NEW SOLDIER THREE was .

TODD 'S light reveals NEW SOLDIER THREE slumped in the water , his head askew , neck broken , eyes vacant . TODD is hastily rummaging through the soldier 's equipment , looking for something . He finds it .

NEW SOLDIERS ONE and TWO are approaching the trench when suddenly a flare bursts above them . The NEW SOLDIERS react with amazement as the flare exposes them in a brightly illuminated landscape . Before they can take cover . BUDDA BUDDA BUDDA . Flashes of fire from the lip of the trench . NEW SOLDIER ONE drops dead , NEW SOLDIER TWO is down and writhing on the ground , SCREAMING . ANGLE ON CRAWLER ONE veering sharply toward the trench , accelerating , FIRING ROCKETS , CANONS , MACHINE GUNS . ANGLE ON THE OTHER NEW SOLDIERS , prone , firing toward the trench .

Tracers whizzing over the top of the trench illuminate TODD as he races down the trench , running for his life .

Still firing , CRAWLER ONE grinds up to the lip of the trench . ANGLE ON NEW SOLDIERS charging toward the trench behind the CRAWLER . CLOSE ON CRAWLER ONE 'S HOOD where a small trap opens and a nozzle pops out like a little penis and . SQUIRTS a stream of liquid ! The liquid stream arcs fifty yards along the trench and diminishes backward like a man pissing .

TODD looks back just before be rounds a corner in the trench , sees the liquid hitting the water in the trench . Sheltered from their view by the turn in the trench , TODD tries to scale the steep wall of the trench . WHOOOOOOOOOSH ! The surface of the water - filled trench bursts into flame . A fiery river of flammable liquid . ANGLE ON NEW SOLDIERS reacting to something ! NEW SOLDIERS ' POV of TODD , visible in the firelight as he rolls over the lip of the trench fifty yards from them . ANGLE ON THE NEW SOLDIERS firing as they move toward TODD . They 've got him now ! ANGLE ON TODD bellying toward a rusting turbine , disappearing from view . ANGLE ON CRAWLER ONE , separated from TODD 'S hideout by the trench , pouring heavy FIRE on the spot where TODD disappeared . ANGLE ON NEW SOLDIERS communicating by hand signals as they move to surround TODD .

As rockets and canon shells SLAM into the turbine , TODD hastily attends to a nasty wound in the flesh his thigh , bandaging it skillfully , quickly .

While CRAWLER ONE keeps TODD pinned down , NEW SOLDIERS move to outflank him .

As TODD completes dressing his thigh , the CRAWLER stops firing . Silence . TODD peers out , assessing the situation . TODD 'S POV of the terrain . Vague glimpses of NEW SOLDIERS slipping from cover to cover , never exposing themselves enough for a shot . ANGLE ON TODD . He seems to know he 's in a tight spot . He 's preparing to fight off an attack , laying out weapons , grenades , when . he freezes . Listens . Behind the stillness he can hear the faint WHISTLE that precedes the wind . Hastily TODD yanks his belt off .

NEW SOLDIER FOUR sticks his head up from behind an old boiler and signals NEW SOLDIER FIVE . ANGLE ON NEW SOLDIER FIVE acknowledging from the mouth of an old storage tank where he 's positioned . ANGLE ON NEW SOLDIER SIX bellying toward TODD 'S position .

Using his belt and a carabiner as a safety line , TODD attaches himself to the heavy turbine . and gathers up his weapons . He can HEAR the very low WHISTLING building ever so slightly .

The WIND SIGHS and a faint breeze stirs . Then a tin can skitters by in a puff of wind as the NEW SOLDIERS take turns moving closer to TODD , flanking him from safe vantage points . NEW SOLDIER FOUR stands to wave the next man forward when . WHOOOOOOOOOOOOOSH ! THE WIND ERUPTS , ROARS , BELLOWS . NEW SOLDIER FOUR is lifted into the air and carried away . NEW SOLDIER FIVE is trying to stay on his feet , as the wind SLAMS him into one piece of junk after another .

As the wind HOWLS and shakes the CRAWLER , the DRIVER and the GUNNER stare with amazement as NEW SOLDIER FIVE slams into their windshield , neck broken , and stares at them with lifeless eyes . They see NEW SOLDIERS SIX and SEVEN tumble and somersault past . As NEW SOLDIER SIX disappears , blown off into the night , NEW SOLDIER SEVEN manages to grab hold of the walking wire . Gripping the wire for his life , he turns just in time to be decapitated by a piece of aluminum housing flying through the air .

NEW SOLDIER FOUR , badly battered , is down on his belly trying to stay `` under the wind '' when he sees something terrible ! HIS POV of a massive lathe blowing right toward him along the ground , tumbling , crashing , slamming into things . It looms over him , unavoidable , the end ! ANGLE ON NEW SOLDIER FOUR reacting to the huge lathe about to crush him .

Held by his safety belt and protected by the turbine , TODD peers out , and watches the wind destroy the footsoldiers . TODD 'S POV OF NEW SOLDIER FIVE 's lifeless body being blown along the ground like a leaf . ANGLE ON TODD , reacting . He 's seen something important . TODD 'S POV of CRAWLER ONE moving again , rounding the far end of the trench and , no longer separated by the trench , turning toward TODD 'S position .

As the DRIVER steers , the GUNNER peers through his scope . GUNNER 'S INFRARED POV of TODD darting behind an overturned vat .The DRIVER steers toward where TODD disappeared .

Windborne junk CLATTERS against CRAWLER ONE 'S armor plating , debris flies through the bright swaths of the headlights , as the vehicle grinds toward the overturned vat . ANGLE ON CRAWLER ONE coming around the vat , headlights glaring .

The GUNNER is peering intently through his scope . GUNNER 'S POV through his scope : The infrared view with crosshairs is especially spooky because of the debris blowing eerily across the landscape as the gun whips back and forth , looking vainly for TODD . Suddenly the sight is yanked hard , sweeping violently over to pin a moving object . False alarm ! Just another piece of blowing junk . No sign of TODD .

The CRAWLER grinds slowly past a huge overturned boiler , its cannon panning right , then left , then right .

Peering through the scope as he sweeps the terrain , the GUNNER suddenly stiffens and back - pans to find something .The DRIVER angles right , aiming for one o'clock .The DRIVER swings the wheel back and they continue slowly through the darkness . In the back seat , two NEW SOLDIERS peer into the night with blank faces . One of them is watching a huge plastic sign cartwheel past in the wind when - - he reacts ! - as TODD 'S face appears is only inches from his , right against the plexi ! BAM ! Before the NEW SOLDIER can do more than look startled , TODD shoots out the window with a pistol and shoves a live grenade through the hole .BAWHOOOM ! The grenade EXPLODES and . The DRIVER fights for control of the wheel . The GUNNER screams and screams and screams like a machine running at high speed while the two NEW SOLDIERS lie open - eyed with death in the back seat .

No sign of TODD . Disappeared again . As the wind ROARS furiously , the damaged CRAWLER limps along .

The dying GUNNER is making awful noises while the DRIVER , eyes glazed , his face streaming with blood , maneuvers the vehicle slowly and cautiously , looking for the enemy . But all he sees through the cracked windshield is a shadowy world of wind - tossed debris .

Protected by a hunk of pipe , TODD crouches and watches the CRAWLER , his eyes glittering , his weapon ready . It 's clear now that the tables are turned and he is the hunter as we .

EXPLOSIONS ! SCREAMS ! BAWHOOM ! Another shell hits , beams splinter , dirt walls collapse . Eight - year old JOHNNY , alone and terrified , comes in to view around a corner . He 's been separated from the others .No answer . JOHNNY does n't know which way to go . The world 's falling apart ! WHUMP ! The little warren of earthen corridors is shaken by another BLAST . Desperate , JOHNNY makes a left , away from the last blast and hurries down a collapsing corridor past doorways that reveal rooms with no ceilings where the wind HOWLS . It 's obvious the shelling has been going on for a while .Just then , JIMMY PIG pops out of a doorway in front of him and and rushes toward him .BA - WHOOM ! Another shell collapses the corridor behind JOHNNY as JIMMY PIG grabs him and hauls him toward the door he emerged from , the Dining Commons .

EMMA is ushering CHILDREN through a trap door in the floor into the root cellar as JIMMY PIG ushers JOHNNY into the room .JOHNNY looks around urgently . SANDRA is bandaging TOMMY 'S arm while ELLEN , NATHAN , and WILL are huddling under a table in the most protected corner of the room . JIMMY PIG and JUDITH exchange a pained look as JIMMY PIG pushes JOHNNY toward SANDRA and the table .BAH - DOOOM ! Another fierce CONCUSSION twenty yards away shakes dirt from the ceiling . ELLEN beckons from under the table .

MUZZLE FLASH ! FFFWHOOOMP ! CRAWLER TWO fires another round . The vehicle is squatting not thirty yards from the trench garden , pouring round after round into the colony , lighting the night with bright - colored flowery blasts . Crouched in the wind not far from the vehicle , the two NEW SOLDIERS from the back seat have set up a mortar , and they too are firing away .

The GUNNER is looking through his scope , methodically aiming and firing as CAINE 607 at the wheel watches impassively . KA - FOOMP ! Another shot , the vehicle rocks , and , five hundred yards away , fire and dirt fountain thirty feet into the air . BEEP ! BEEP ! A light on the dash blinks on . CAINE 607 switches on a radarscope , spots a blip . The GUNNER takes his eyes off the scope , looks at the blip . CAINE 607 is already manipulating a spotlight , looking across the GUNNER out the right window . The spotlight stabs the darkness , finds a moving vehicle a half mile of moving toward them . It 's CRAWLER ONE with its lights out . As CAINE 607 flicks off the spotlight , the GUNNER turns back to the scope and resumes his deadly barrage . CAINE 607 speaks into the radio mike .FOOOMP ! The GUNNER fires again , rocking the vehicle . CAINE 607 looks at the SCOPE . The blip continues on directly on its course . CAINE 607 picks up the mike again .FOOOMP ! The GUNNER fires again as CAINE 607 looks at the screen . The blip on the screen keeps on straight , does n't alter course !But the blip continues straight , directly at them . And suddenly CAINE realizes ! Dropping the mike he snaps at his GUNNER urgently .As the startled GUNNER starts to obey both of them are bathed in sudden , blinding white light as CRAWLER ONE suddenly switches on all lights and . KA - BLAM ! KA - BLAM ! MUZZLES FLASHES from CRAWLER ONE . WHUMP ! WHUMP ! CRAWLER TWO shudders , taking two direct hits . The GUNNER SCREAMS in pain .

TODD is at the wheel , speaking into the radio as wind whips at him through the shattered windshield .BLAM ! BLAM ! TODD fires as he drives straight ahead toward CRAWLER TWO and the two NEW SOLDIERS pinned in his headlight .

As shells slam into CRAWLER TWO , the two NEW SOLDIERS outside try to get clear of the explosions , staggering off into the wind .

TODD sets his sights on one of the NEW SOLDIERS , cutting him down with rocket fire , then he glances toward the SECOND NEW SOLDIER on the right . The SECOND NEW SOLDIER , ten yards ahead , stops , turns to fire . TODD yanks the wheel , swerving toward him .

CRAWLER ONE plows into the NEW SOLDIER , crushing him under the wheels , and continuing to grind toward the crippled CRAWLER TWO . WHAM ! CRAWLER ONE rams CRAWLER TWO and drives it sideways , pushing it ten yards . twenty yards . thirty yards . until suddenly it sprawls into the mouth of the trench garden , splintering the trellis and wedging itself at a sharply canted angle over the garden , and we .

Silence . CHURCH is dozing fully clothed on his bunk in a tiny stateroom . BZZZZT . BZZZZT ! A buzzer sounds and a light flashes . CHURCH opens his eyes , sees the light flashing . Siting up in the bunk , he grabs the receiver of a phone and puts it to his ear . As he listens , his eyes widen with incredulity . then they get wider as he hears more .

Thick smoke clogs the narrow corridors as RED winds through the maze of corridors , coughing desperately . He can hear VOICES ahead .

RED charges into the commons , shouting excitedly .He stops abruptly , seeing . a blazing fire , whipped by wind from a shel hole in the ceiling , consuming tables in the far half of the commons . while JIMMY PIG , SLADE and SANDRA struggle with one end of a huge beam that 's fallen at an angle on top of a trap door in the floor , the root cellar . ELLEN , with NATHAN in her arms , TOMMY , WILL , JOHNNY and OTHER CHILDREN hover behind her , staring at . a six inch opening between the floor and the trap door where EMMA , JUDITH and OTHER CHILDREN , unable to squeeze through the six inch gap , peer out with frightened eyes , trapped .As RED joins the effort . SLADE snaps at him sarcastically as he strains against the heavy beam .The smoke is getting thicker . EMMA and JUDITH are coughing , looking scared .SANDRA pushes at the beam with all her strength , fighting back tears of despair .The massive beam wo n't budge ! Eyes wide with terror , EMMA and RUTH peer out of their trap .

CHURCH is in the cockpit now , hovering behind RUBRICK who 's speaking urging into the radio mike .SLOAN is pacing , looks sick to her stomach with fear .Now CHURCH is pacing back and forth , panicky , ranting .

The radio in CRAWLER TWO is still SQUAWKING urgently with RUBRICK 'S VOICE as the crippled vehicle lies sprawled at a violent angle over the trench garden .Nearby , A VOICE is crying out in pain in the night . Limping , TODD keeps his weapon ready as he searches out the sound . ANGLE ON THE INJURED SOLDIER , the one TODD crushed under the treads of the CRAWLER . He 's screaming in pain . Looks up . TODD looms over the INJURED SOLDIER , weapon pointed . Their eyes meet . In agony , the SOLDIER looks into TODD 'S eyes , nods ever so slightly . BLAM ! BLAM ! TODD fires point blank . Now the only sound is the ROARING of the WIND and the pathetic sound of RUBRICK continuing his desperate RADIO BABBLE .

As the RADIO CHATTERS , burning debris from the CRAWLER canted over the garden illuminates the garden . and a BODY sprawled there , fallen from the CRAWLER above . BAM ! KABAM ! ROCKET FIRE !

TODD FIRES rockets into the damaged CRAWLER . until the RADIO CHATTER stops abruptly . RADIO killed dead .

The gap between the floor and the trap door has increased to ten inches , enough for EMMA and RUTH to squeeze an INFANT through to SANDRA 'S reaching arms . Soaked with sweat , gasping and coughing in the thickening smoke , JIMMY PIG , SLADE and RED continue to strain at the beam . and it moves . Another inch ! The fire is raging . The INFANT SQUALLS in SANDRA 'S arms . SLADE snaps at her as he pushes on the beam .ELLEN and the CHILDREN look alarmed as SANDRA gathers them and ushers them toward the exit , glancing back toward the trap door as she 's leaving . EMMA and RUTH meet her look with frightened eyes . Noticing SANDRA 'S hesitation , JIMMY PIG reassures her .SANDRA and the CHILDREN exit . And suddenly ! The beam slips back five inches , almost closing the opening . EMMA and JUDITH SCREAM ! JIMMY PIG , RED and SLADE look alarmed , defeated .

TODD walks away from the smoking bulk of the CRAWLER canted over the garden and drops into a traveling trench .

Limping slightly , laden with weapons and still wearing his helmet , TODD starts along the trench in the direction of the settlement .

In the shadows six feet below the overturned and smoldering CRAWLER TWO , the BODY stirs on the floor of the garden , barely visible in the flickering half light from the flames above . It 's CAINE 607 . He groans and stirs again . He 's not dead ! In fact , he 's rolling over , struggling to his knees .

The frightened eyes of EMMA , RUTH and CHILDREN peer from the four inch crack . Whipped by wind from the hole in the ceiling , the fire is spreading , the smoke is thick . JIMMY PIG , SLADE and RED are gasping with effort and coughing . SLADE gasps to RED .RED takes off at a run .

RED rushes through a smoky corridor . Wherever shells have punctured the roof , the WIND whips debris about .

Sitting up now , using a flashlight , CAINE 607 is examining a terrible gash in his thigh that reveals tissue and tendon . The right side of his face is also badly injured , flesh torn , swollen and distorted . He pulls the first aid kit from his utility belt , opens it , focuses the light on the contents . Selects a couple of pills . Swallows them . Considers . Takes two more . Pulls out a hypodermic needle , injects his leg . Takes another needle , stabs his bloody cheek . His eyes glitter as he feels the rush from the drug . He looks dangerous again in spite of his condition .

RED is urgently rummaging through crowbars , coils of rope , sledge hammers . At last he finds two axes , grabs them and exits .

TODD picks his way among collapsed walls , fallen timbers . He peers through doorways , sees CORPSES . Moves on . Searching .

Dragging a freshly bandaged leg , CAINE 607 makes his way along the trench toward the settlement . He 's using the wall for support . but he seems to be getting stronger rather than weaker . His face is hideous .

Carrying two axes RED zips around a corner and freezes . RED 'S POV of : A SOLDIER , seen from behind , moving down a smoky corridor , helmeted , heavily armed , dangerous looking , unidentifiable . ANGLE ON RED , terrified , waiting till the SOLDIER -LRB- TODD -RRB- has disappeared in the smoke . Then RED hurries on down another damaged corridor , axes in hand .

RED scoots around another corner and . stops short . an armored torso a foot in front of his face . Looking up , RED looks right into the distorted face of CAINE 607 . Before RED can react , CAINE 607 'S hand shoots out and snatches one of the axes . Astonished , RED backs up a step , and raises the other axe to defend himself . RED 'S POV OF CAINE 607 looming toward him , axe in hand . ANGLE ON RED , turning and running . ANGLE ON CAINE 607 limping along , dragging his leg as RED disappears around a corner . CAINE 607 rounds the corner in pursuit . and see only smoke , no sign of RED .

EMMA and JUDITH peer out from under the heavy metal trap door as JIMMY PIG and SLADE desperately try to move the beam using a piece of metal as a lever .Just then RED bursts into the room with a single axe , shouting .JIMMY PIG starts chopping furiously . SLADE picks up a rifle , hands it to RED .As RED looks at the rifle , alarmed , SLADE `` comforts '' him .JIMMY PIG gasps for air as SLADE takes over chopping again . RED exits , worried .

Huddled in a makeshift shelter of overturned furniture , with NATHAN asleep on her lap , SANDRA is reciting to ELLEN , WILL , TOMMY , JOHNNY , ANGIE , eight year old RAMON .SANDRA is reacting to vague movement in the shadows beyond the door . and sounds . She puts her hand over the mouth of a whimpering CHILD , hushes another . A timber falls outside the door and SANDRA sees a shadowy shape enter the meeting room , looming in the darkness . Frightened CHILDREN hold their breath , peer out fearfully . CRACK ! SMASH ! The huge shape hurls aside the debris in his way , switches on a flashlight , probes the darkness . The light wipes the damaged room . Suddenly , SANDRA gasps .TODD maneuvers the flashlight beam , sees the frightened CHILDREN .

Peering into the smoke , RED reacts . RED 'S POV of CAINE 607 , obscured by smoke , crossing the corridor ahead , not seeing RED . ANGLE ON RED , summoning all his courage , raising his rifle , aiming . BANG ! ANGLE ON CAINE 607 reacting , looking toward RED . ANGLE ON RED scared to death , firing again ! And again ! ANGLE ON CAINE 607 wrenching a heavy door from its hinges and holding it in front of him , shielding himself from RED 's continuous shooting , advancing . ANGLE ON RED , firing again and again . and backing up . ANGLE ON CAINE 607 holding the door/shield as he advances on RED . Backing , RED trips , goes down flat on his back . CAINE 607 , only six feet away , hurls the door at him . RED shoves the door aside , aims his gun up at CAINE 607 , as the huge soldier looms over him . Before RED can pull the trigger , CAINE 607 snatches the rifle barrel and yanks the weapon out of RED 'S hands . RED rolls , scrambles to his feet . And CAINE 607 clubs him to the ground with the butt of the rifle , crushes his skull with three brutal blows .

TODD 'S impassive face somehow reveals the alarm and awkwardness he feels at what 's happening to him . TOMMY is seated on his shoulders , he 's got NATHAN in one arm and JOHNNY is nervously looking up at him as he clutches at TODD 'S huge free hand , and now a little girl , SARAH , clutches at his combat pants as SANDRA instructs her .Clutching TODD 's combat pants fiercely , SARAH looks up timidly at the big stonefaced man as SANDRA turns to ELLEN .ANGLE ON TODD 'S stone face . Unfamiliar territory .Frightened faces look to the awkward `` killing machine . '' TODD looks like a statue decorated with CHILDREN . JOHNNY is sobbing as he hangs onto TODD 's giant hand obediently .A SCREAM ! From the corridor ! SANDRA freezes . TODD is alert , tense . and covered with CHILDREN . SANDRA turns and runs for the door as TODD starts to put the CHILDREN down . But he 's awkward , slow , not his usual graceful self , trying to be gentle like a clumsy man handling breakables .

Bursting into the corridor , SANDRA sees ELLEN racing toward her , weaving through broken beams , SCREAMING as CAINE 607 lumbers after her out of the shadows . CAINE 607 does n't bother to avoid obstacles , shoving beams aside like twigs , dragging his bad leg .ELLEN dives into SANDRA 's arms and SANDRA turns , only three steps ahead of CAINE 607 , and rushes into the meeting room .

TODD is just putting NATHAN gently on the floor when he sees CAINE 607 arrive in the doorway . For halt a second their eyes meet , then - CAINE 607 advances on TODD . Still encumbered by CHILDREN clutching at him , TODD sees his weapons , but ca n't get to them . Then it 's too late ! The terrified CHILDREN watch as the giant CAINE 607 clubs TODD mercilessly with the rifle butt , then hurls him backwards like a rag doll . Horrified , SANDRA sees TODD slam into a wall , slump to the floor . Dismissing TODD , CAINE 607 turns , looms toward the CHILDREN .CAINE 607 ignores her , heads for ELLEN , dragging his bad leg . Spotting TODD 'S weapons , SANDRA snatches a heavy rocket rifle , brings it up awkwardly , points it , FIRES ! And the kick from the heavy gun sends SANDRA sprawling back , the weapon trembling from her hands . But the WHIZZING ROCKET , a near miss , gets CAINE 607 's attention . He turns away from ELLEN , toward SANDRA . ANGLE ON TODD rising to his knees , blinking stupidly , trying to focus as blood pours into his eyes from a gash in his forehead . TODD 'S POV , a vague , unfocused image of SANDRA , snatching a bayonet from TODD 'S gear on the floor and lunging courageously at CAINE 607 . Vaguely , TODD sees CAINE 607 parry her thrust effortlessly and grab her . As she beats at CAINE 607 bravely with her fists , the big man slams her into a wall brutally . As she crumples , he hits her again . ANGLE ON TODD struggling to his feet , staggering as he shakes his head to clear it . His eyes go to SANDRA , slumped against the wall , bloody . Terrified CHILDREN look up at CAINE 607 as he towers over them . Suddenly . SHTUNK ! A knife blade suddenly sticks in CAINE 607 's neck . CAINE 607 only flinches . and , as he YANKS the knife from his neck by the handle , he turns to see who threw the blade . WHAM ! TODD slams into him , tackling him , driving his big shoulder deep into the new soldier 's waist , slamming the big man hard into a wall . Air goes out of CAINE 607 , the knife drops from his hand . But that 's it for TODD 's victory . Six - five , two - sixty , CAINE 607 is bigger and stronger than TODD . His powerful arms rip TODD off him like he 's taking off a Band - Aid . Terrified , wide - eyed CHILDREN watch TODD hurled back across the room . TODD scrambles to his feet , shakes his head clear . Here comes CAINE 607 , dragging his bad leg . TODD attacks ! Combining a martial arts feint and lunge with a vicious kick ! But 607 counters expertly , brushing aside the attack ! TODD lunges again employing yet another skilled move . SMACK ! CAINE 607 outmaneuvers TODD again , punishing him brutally . WHACK ! WHAM ! SMASH ! CRUNCH ! This time TODD jolts the bigger man with a terrible combination of moves , smashing him in the Adam 's apple , kicking him in the knee , driving an elbow into the jaw . This time it 's CAINE 607 who has to back away to recover . And now he seems to re - consider TODD , revealing for the first time a genuine respect . As their eyes meet , CAINE 607 seems to be saying `` All right then , you 're serious , let 's do it , fella . '' TODD lunges . SMASH ! CAINE 607 creams him . TODD twists , slams CAINE 607 back . BASH ! A fist to the face ! UMMMMMPH ! A knee in a groin ! SLAM ! A head against a wall ! VIDEO SCREEN/COCKPIT / `` DADDY '' - NIGHT His face tanned from his Caribbean vacation , his image blurred and distorted by transmission , MEKUM 'S VIDEO IMAGE stares incredulously from the snowy video monitor in the cockpit .As SLOAN and RUBRICK look on uneasily , an indignant CHURCH addresses the image on the screen .CHURCH flashes a scowl at SLOAN as , on the screen , MEKUM erupts excitedly .Delighted with his own genius , MEKUM smiles triumphantly from the video screen as RUBRICK , SLOAN , and CHURCH exchange stunned looks and we .

You ca n't be serious! This is some kind of a joke. in poor taste.

Abort? You want to lose twenty top soldiers to a phantom army and then abort the mission? Do you know what that would look like on my record? Or yours? We'd be explaining it for the next fifty years from some goddam assignment in God knows where, we'd -

Hold on, hold on there, Captain! At ease! Let's calm down and remember. remember we're soldiers.

Now we ca n't just get the shit kicked out of us by an unknown guerilla army. But maybe we could. alter. our objective.

I need a report, Captain. It's not just my ass, it's yours too! You've got to stand by me on this. I want you to come in right now. right now! Do you understand me? Right now!

This is important for all of us, for our careers. There's going to be a Board of Inquiry and -

WHUMP ! TODD 's bloodied head is slammed on the floor . His eyes are almost swollen shut as he looks up at CAINE 607 kneeling on top of him . Both men are bloody and exhausted their breath coming in gasps , but it 's CAINE 607 who 's on top , beating the last bit of resistance out of TODD who struggles desperately one more time . before he slumps unconscious . Horrified , NATHAN sees CAINE 607 smash the unconscious TODD with the last of his strength , `` finishing him off . '' NATHAN ca n't stand it . He toddles toward CAINE 607 , who 's still on all fours , and attacks , his tiny fists raining blows on the amazed monster 's bloody face . The frightened CHILDREN see CAINE 607 ignore NATHAN 's ineffectual blows and struggle with enormous effort to his feet . Once standing , he looks down at NATHAN beating at his knees . For a moment he 's confused . What 's this ? Then he sees the frightened CHILDREN and orients himself . When he looks down at NATHAN again , tiny NATHAN is an enemy as good as dead . One blow and . But just then big hands close around CAINE 607 's ankles , tackling him . As the giant topples , TODD lets go of the ankles and crawls on top of the fallen man . As CAINE 607 looks up into TODD 's fierce face , the fight goes out of his eyes . He knows he 's beaten , he knows TODD will never quit . He 's helpless as TODD grips him in a terrible hold and as TODD puts the pressure on , CAINE 607 whispers .SNAP ! TODD breaks CAINE 607 's neck and watches the life go out of him . In the sudden silence as TODD , panting , stares at his defeated enemy , he hears a VOICE . her VOICE . very weak .TODD turns and sees SANDRA slumped against the wall where Caine 607 threw her . There 's a trickle of blood coming from a nostril , more blood in her hair . Her eyes do n't look right .TODD sees NATHAN looking at his mother with fear in his eyes . Struggling to his feet , TODD picks up NATHAN and puts the boy down close to his mother . SANDRA reaches out and takes NATHAN 's hand . She holds NATHAN 's hand toward TODD . TODD looks confused . There are tears in SANDRA 's eyes as she pushes NATHAN 's little hand into TODD 's huge left paw . TODD looks down at the joined hands , then he looks into SANDRA 's flooded eyes . Does TODD understand her gesture ? His face is impassive . Maybe he does n't . Just then a hand touches his shoulder . TODD turns to see JOHNNY face him , trembling but valiant , to ask the question the others are fearful of asking .TODD sees all the CHILDREN looking at him , their eyes big with hope and fear as we .

Blackened with soot , JIMMY PIG still has the axe in his hand as SLADE manages , with a supreme effort , to hold the door of the root cellar up enough to allow EMMA and JUDITH to push the FOUR CHILDREN out of the cellar and then to scramble after them . Exhausted , SLADE lets the door fall back , picks up his rifle and turns toward the exit . And freezes . Dumbfounded . Standing in the doorway is TODD , laden with CHILDREN , on his shoulders , in his arms , surrounding him , clutching at his garments .

CRUDE LETTERS scrawled on the metal skin of the bomb say `` LOVE FROM DADDY . '' The heavy bomb is lugged along a long narrow corridor .We see that RILEY and three other VETERANS - GREEN , CHESLEY , and MOORE - are struggling to maneuver the heavy bomb along the narrow corridor and down a ladder hatch as SLOAN follows on their heels and CHURCH and RUBRICK , fretting , follow her .

THE TIMER on the bomb CLICKS into action , ticking off seconds and blurring off the tenths . ANGLE ON SLOAN , punching a code into the device as she addresses the four VETERANS .RILEY , his face impassive , opens a hatch , revealing the darkness outside where the wind SCREAMS . As RUBRICK and CHURCH watch , the four VETS stagger into the darkness with the bomb , RUBRICK has to shout to CHURCH to be heard over the wind outside .As SLOAN shuts the hatch , she checks her watch .

Carrying the heavy bomb in a sling , RILEY , CHESLEY , MOORE , and GREEN stagger past the work - lights into the darkness while the wind rages around them . Holding the sling one - handed , GREEN is illuminating the ground ahead with a flashlight .

Flick ! Flick ! Flick ! Flick ! SLOAN is flicking switches as RUBRICK reads off a check list and she responds to each item on the list with `` Roger . '' CHURCH is punching buttons on the control console , causing lights to light up reading `` Port Power Cluster , '' `` Starboard Power Cluster , '' `` Vertical Stabilizer Unit , '' and so on .

Darkness ! Buffeted by the wind , RILEY and his COMPANIONS lower the bomb to the ground and release it gently . They 're just turning to go back , fighting the wind , when RILEY senses something . He takes the light from GREEN and points it . The four VETERANS axe astonished at what they see . CRAWLER ONE , battered and motionless , is abandoned only ten yards away . The flashlight beam probes the blown out windshield , the scarred chassis , pans across the back seat . and pans back urgently , glimpsing tiny EYES . The EYES disappear behind the back seat . RILEY , CHESLEY , GREEN and MOORE exchange glances . The light probes again , this time revealing the frightened faces of CHILDREN cowering in the back seat , hiding from the wind . Suddenly RILEY whirls . Out of the darkness beside him , TODD looms . RILEY looks into the face of a man he saw killed ! TODD has a CHILD in each arm and another hanging on to his leg for dear life . He 's wearing the scarf Jimmy Pig gave him . In the shadows behind TODD , JIMMY PIG , SLADE , EMMA , JUDITH and more CHILDREN are watching anxiously . RILEY 's stone face comes as close to expression as it ever will . astonishment ! The other VETERANS stare too , amazed . Suddenly RILEY gives TODD a smart military salute . ANGLE ON JIMMY PIG and SLADE exchanging a look of wonder . What 's going on here ? They have n't a clue ! And we .

The countdown clock is TICKING away , showing ten minutes , as CHURCH , RUBRICK , and SLOAN complete their pre - launch prep .CHURCH relaxes , looks up at the clock , satisfied .CHURCH considers for a moment , then shrugs .SLOAN is listening intensely . All they hear is the HUM of the air system and miscellaneous WHITE NOISE . CHURCH and RUBRICK exchange a glance and are about to speak when they all hear it . A sound like a CHILD CRYING somewhere in the ship ! All three of them stare at each other in utter amazement .Just then they hear it again , closer . CHURCH frowns . What the fuck ?

EMMA , JUDITH , SLADE and JIMMY PIG are settling most of the CHILDREN in the cramped crew quarters , pulling off hats and coats , when a COMMOTION causes them to look toward the open door to the corridor in time to see . a glimpse of RUBRICK being shoved roughly along the corridor by MOORE , his loud protests clearly audible .Then , as RUBRICK is pushed out of view , CHURCH appears , indignant and panicky , as CHESLEY hustles him past .ANGLE ON THE PIONEERS , exchanging glances .

As CHESLEY shoves him along , CHURCH continues to protest .CHURCH breaks off , suddenly speechless at the sight ahead of him . Here comes TODD , laden with more CHILDREN , the tattoo on his cheek clearly visible . His eyes meet CHURCH 'S .Weak at the knees , CHURCH is still stammering as CHESLEY shoves him ahead . And then SLOAN , in the grip of GREEN , is hustled by . She looks wide - eyed at TODD and the CHILDREN .

RUBRICK , CHURCH , and SLOAN are still protesting as the VETERANS hustle them down the ladder toward the main hatch .RUBRICK is shoved out the door into the night !

RUBRICK desperately clutches at the hatch entrance as the savage wind tears at him . but he ca n't hold on . As SLOAN and CHURCH are shoved out the hatch , they see RUBRICK blown off into the night , screaming .And CHURCH dives for the ground as the wind tumbles him . SLOAN does the same thing as the hatch door slams behind them , shutting them out of the ship .

The countdown clock shows four minutes and twenty seconds as it CLICKS off the seconds . Their soldier faces inscrutable , TODD and RUBRICK consider the various lights winking on the control panel . RILEY points to a row of switches and looks at TODD . Their eyes meet . TODD considers the switches , then nods . RILEY throws the switches . A row of red lights goes on and the ship seems to hum with life . Still communicating wordlessly , TODD points to another switch , RILEY throws it !

BLAST OFF ! Big engines belch fire , illuminating the bleak landscape as the ship rises into the night . Brightly lit by the ignition , SLOAN , still on her belly , sees the ship taking off .The bomb is clearly visible ten yards away in the dying glow of the takeoff . CHURCH bumps madly along the ground on his belly .

The NAF ship `` Daddy '' climbs off into space , getting smaller and smaller , the light from the takeoff diminishing .

The countdown timer on the bomb is faintly visible in the dying light . It reads twenty seconds .CHURCH and SLOAN are hunched desperately over the bomb in near darkness , the wind tearing at them . SLOAN tries to punch a code into the keys .SLOAN punches the keyboard blindly .BAHWHOOOOOOOOOOOOOOOOM ! Everything is dazzling , blinding light !

White light from the blast briefly floods the cockpit as TODD and RILEY stare at the video monitor where MEKUM 'S VIDEO IMAGE is babbling frantically .RILEY turns to TODD , looking a question at him . TODD meets his look and no words are necessary . RILEY reaches for the control switch as MEKUM continues babbling .MEKUM 'S IMAGE cuts out mid - babble .TODD and RILEY turn to see SLADE in the entrance to the cockpit addressing TODD and the VETERANS collectively .With that , SLADE turns and exits . TODD looks at RILEY , RILEY looks at TODD . What the fuck was that ?

NATHAN wobbles along an empty corridor , stumbles , catches himself on a wall , keeps going . He passes a doorway , peers in , sees two SOLDIERS working at a console like robots . They do n't look up . NATHAN keeps going , toddling toward a hatchway .

Entering , NATHAN moves among the legs of big men , VETERANS . NATHAN keeps going . Then , backing against a wall , he looks up and VETERANS loom past him with blank faces . He is alone again . NATHAN totters onward . CLOSE ANGLE ON CHARTS , the same ones Church had on Christmas Eve , showing tiny dots in a vast sea of space . TODD and RILEY are poring over them , their eyes considering dot after dot . Finally , TODD points to a dot and looks a question at RILEY . RILEY considers the dot for a long moment . then he looks TODD in the eye .TODD looks back at the dot , considers it , looks back at RILEY .RILEY nods a yes . TODD is thoughtful . finally asks the next question .TODD considers the dot on the map again , then looks at RILEY .RILEY turns toward a console , but something makes him look down toward his feat . Then he looks back at TODD . TODD follows the look . Tiny NATHAN is looking up at TODD who 's towering over him . TODD looks down without expression , the scarf from Jimmy Pig still wrapped around his neck . NATHAN puts his arms out to be picked up . TODD considers the outstretched arms . RILEY looks from TODD to NATHAN and back to TODD . What 's this ? TODD hesitates a half second more , then leans down and picks NATHAN up in his arms , lifting the boy to his chest . RILEY looks on . Never seen anything like it . NATHAN is close to TODD 's face , looking right into it , trying a little smile , a nervous one , looking for a response . TODD hesitates , takes a breath , moves the muscles of his face . All he can produce is an awkward grimace , the distortion of a smile , almost comical . NATHAN reads the intention successfully . His face collapses into a huge friendly grin . TODD tries again , making a clumsy sort of rubbery wince . RILEY watches . Totally amazed . TODD turns , takes NATHAN to a porthole , puts his face up to it . NATHAN stares out at the darkness punctuated by a billion stars , a sky full of hope . As NATHAN looks out , TODD works his face again , trying for a smile the way a weak man might try to lift a heavy weight . NATHAN looks at the stars outside , TODD looks with him and suddenly TODD 's face relaxes into an awkward grin , almost by accident . RILEY watches the two of them for a moment , confounded by what he 's seeing . Then he turns to the console and . THE CLOSING CREDITS ROLL . THE END

'' . the magic is all around you . All the time . Everywhere . In every thing . The trick . is to see it . '' IN BLACK . the insistent , persistent , eight - to - the - bar beat of BOOGIE - WOOGIE . Hot , exciting , pulsating rhythm , ramping up . THEN . in the blackness , falling s - l - o - w - l - y , tumbling g - e - n - t - l - y , a picture - postcard : `` GREETINGS FROM HOLLYWOOD ! '' Then another . and another , each one dropping through frame , a gentle rain . In these old postcards , Hollywood is a dream town where movie stars glide out of big cars to press their hands - and - footprints in the wet cement . Another postcard : `` I 'M MEETING THE STARS AT HOLLYWOOD & VINE ! '' In this postcard myth , you 'd toddle down to Hollywood and Vine , bump into Bogie and Bacall , and join them for dinner at the Brown Derby . Or Ciro 's . Or the Coconut Grove . More postcards . Pictures of movie theaters , but not the ones that you and I know today . These are palaces . Temples . Grauman 's Chinese and Egyptian . The Carthay Circle . The Paramount , the Million Dollar . From a time when moviegoing was a complete experience , not a trip to the local mall . The ushers were friendly and helpful and wore gold brocaded jackets and guided you to your seat . The popcorn was hot and fresh and buttered with real butter , not 30 - weight motor oil . THE PILE OF POSTCARDS a wild jumble . Then , one LAST POSTCARD drops lazily on top of the pile . It 's a view of Hollywood at night , a carpet of lights under the yawning , protective smile of Mt. Lee 's most famous resident , the fully - lit HOLLYWOOD SIGN . We PUSH INTO THE PICTURE OF THE SIGN , DISSOLVING UNTIL WE 'RE . PUSHING INTO THE REAL HOLLYWOOD SIGN , closer and closer , until we fly right through it - then crazily loop up and behind it until we 're looking down at .

SUPER TITLE : 1951 A gigantic aerial shot . Postwar autos fill the muggy midsummer evening air with the sounds of thousands of HONKING HORNS , a mere precursor to the traffic yet to come . Darkened outlying neighborhoods are evidence of the postwar home construction boom , as scores of stucco bungalows are being built in the areas surrounding the beating heart of the town , a swath of garishly bright concrete called HOLLYWOOD BOULEVARD .Still in the same shot , we rocket down into the center of the intersection of Hollywood and Vine , then head west along the boulevard , skimming just above the traffic - past Musso and Frank 's Grill and the Hollywood Canteen , past the Egyptian Theater and a rumbling Pacific Electric Red Car , across Highland Avenue , past the Paramount Theater , and across the street to GRAUMAN 'S CHINESE THEATER .And like the man said , the film on the marquee is `` THE AFRICAN QUEEN . '' Still the same shot , buses disgorge TOURISTS , who move into the forecourt of the theater . The MEN doff their hats and mop their brows . The WOMEN pull their blouses away from their chests , fanning themselves with movie - star maps as they marvel at the signed cement blocks . We MOVE AMONG THEM , until we pick up A COUPLE , and we stay behind them as they work their way through the crowd , on their way to THE THEATER ENTRANCE , where an ornately attired DOORMAN smiles and tears their tickets .MOVING INTO THE LOBBY an explosion of glitz mixed with Chinese myth and legend . Everywhere you look , it 's red and orange and plush carpeting and golden light . We MOVE THROUGH the lobby , still in the same shot , still tracking the couple , heading for the auditorium doors , which are swept open by two ramrod - erect USHERS and we move into THE DARKENED THEATER . As the couple , Pete and Sandra , find seats , we HEAR the soundtrack of the film before we see the screen , the unmistakable strains of a march , and then - still in the same shot - we see the screen . A NEWSREEL . As the march SWELLS to a crescendo , we HEAR THE NEWSREEL ANNOUNCER 'S SONOROUS VOICE :Over a newsreel shot of a packed Congressional Committee Hearing Room , a title blares `` HOLLYWOOD REDS GO TO JAIL ! ''We see several shots of WITNESSES engaged in heated verbal battles with congressmen , especially Committee Chairman T. JOHNSTON DOYLE and the Majority Counsel , ELVIN CLYDE .Over shots of several of the `` Hollywood Ten '' being led to jail in handcuffs , the newsreel narration continues .In the audience , one man YELLS `` Lock up the commie bastards ! , '' and a few others cheer and laugh . As the newsreel moves on to a somewhat more innocuous subject , we WHEEL AROUND AND . ENDFRAME ON PETE APPLETON AND SANDRA SINCLAIR . Pete 's a handsome fellow in his 30s , and Sandra 's a starlet pretty girl in her mid - 20s . As she rummages in her purse , Pete watches the newsreel .Pete kisses Sandra on the cheek , then stands and sprints up the aisle to the concession stand , a big unworried grin on his face .

Of course, it's not like the postcards say it is. This is what it's like. I'm Pete Appleton, and this is my town.

Born and raised here, thank you very much. Sometimes, it seems like everyone here is from somewhere else. But everyone loves the movies, so Hollywood is everyone's town, and they come here by the busload. To them, Grauman's Chinese Theater is just about the most exciting place on the planet. To me, it's the theater that's playing `` The African Queen.''

That's me and my girlfriend. Her name is Sandra Sinclair, and this is her town, too - she's from Cleveland. She came out here to be an actress, and that's just what she's doing. The first picture I ever wrote, a little potboiler called `` Sand Pirates of the Sahara.'' Okay, it ai n't `` Citizen Kane,'' but you got ta start somewhere.

Four years ago, in one of filmland's darkest hours, ten men, the so - called `` Hollywood Ten,'' were called to testify before the House Committee of Un - American Activities, investigating the proliferation of the dreaded Red Menace in Hollywood.

Refusing to answer the lawmaker's questions, cowering behind the Fifth Amendment's protection against self - incrimination, the ten motion picture writers dared Congress to come after them. Well, come after them they did! And after years of court wrangling, it's now time to pay the piper!

And so, it's off to jail, the charge : Contempt of Congress! This should give you fellas something to write about now! A new round of investigations begins this fall, the mandate : Get the reds out of Hollywood!

Pete, there's time before the picture starts, you want to get some popcorn?

We were young, we were in love, and we were working in pictures. Life. was good.

I had no idea how I got to Santa Monica, but it certainly was a good idea. I do n't think I could've faced the headache I had alone in my apartment. At least I had the ocean air.

Three forty - five. I had only been there for a couple of hours at most. Truth be told, I was still fairly drunk.

I'd head north until the sun came up or I ran out of gas, whichever came first.

I should've known better than to think that a service station in the sticks would be open at this hour, but it was n't like I had a lot of choices.

What the hell. At least there'd be a diner opening in a couple of hours. I'd get some pie and coffee, and then I could worry about the gas.

Dear Adele, on my way back to Lawson STOP. That is, if they'll have me STOP. Train arrives four p.m. STOP. Hope you can be there STOP. Pete.

`` Happily ever after'' is a relative term, folks. My world is much smaller now, and my dreams are very different than they were. But I have something now that I never had before : I have the magic. And it's for sale at the Bijou, every day of the year. All you need is the price of a ticket.

Of course, but I. I do n't know how I. how much help I can be to you. This is the sort of thing. someone saying you're a communist. it can ruin your career.

Mornin', Ray. Whaddya know whaddya say? Me and Sandra caught `` The African Queen'' at the Chinese last night. Great picture, great picture.

What's with this `` Mr. Appleton'' crap? Your boss hiding in there?

No. Yeah. I. I do n't know. Maybe I did. Leo, this was before Pearl Harbor. I was in college. It was a bunch of kids, and I was just one of'em. I did n't believe in what they were saying. Hell, I did n't even know what they were saying!

Leo, I was trying to impress a skirt. You know me, I'm non - political. Republican, Democrat, Communist, there's not a dime's worth of difference between'em anyway.

What? That I'm accused of being a communist when I do n't happen to be one?

Leo, you're my agent. Tell `` them'' to take a flyin' piss. I did n't do anything wrong. I fought in the war, for crissakes!

At least I was on our side! Look, they want me to testify? I'll testify. I'll tell'em anything they want to hear! Jesus, Leo, this is my career!

I was n't alone. Was n't Frankie Ruskin directing the picture you're in?

They're saying I'm a communist, Sandy. But I'm not, you know that. I'm gon na fight'em, and I'm gon na win, but I'll need your help.

A lot of good people are being accused of things they did n't do. Hell, even if I was a communist, this is America, goddammit, a person should be able to be whatever they want to be! Right?

This is not a bender yet. This is the start of a bender. But I can see how you were confused, they look a lot alike.

Sandra Sinclair. Wan na know her real name? Bella Iskowitz. No one's who they really are, Jer. Everyone's someone else. Even you. Even me. Especially me. I'm Peter Appleton, the communist who's not really a communist.

I do n't know what else to tell you. I was n't hiding out. I hit my head and I did n't remember anything until a few days ago.

Yeah? I'm sure a lot more people down in L.A. want a piece of me.

Well. let me tell you, I'm not Luke. I know who I am now, and you do n't. And. I do n't like me very much.

The truth is, I'm a lot of things, but communist is n't one of them.

Come on, Delly, look at the country today. We're fighting communists in Korea, we're paranoid about the Russians, we've got this thing with the Rosenbergs and the atomic bomb.

You think they want `` suspected communists'' entertaining the American public with party propaganda like, gosh I do n't know, `` Sand Pirates of the Sahara?''

Well, that's a relief. I understand they usually do n't let that stop them.

So it does n't make any difference that I'm not one now, and have never been one.

`` I, Peter Appleton, do hereby renounce my membership in the American Communist Party, and by way of purging myself of my indiscretion, wish to provide the following names of fellow members to this committee, so that those persons may have the opportunity to do as I have done.''

I'm. I'm not Luke. Luke is dead. He died in the war. He's not coming back, and I'm not him. I do n't even belong here. This whole thing started out as an accident, and that's all it is. An accident.

Maybe we could train Cat to run the projector. You know, a system of scratching posts, and gears, and levers.

Mr. Clyde you're twisting things around. I was n't masquerading. Luke Trumbo. Luke was a good man who gave his life for his country. I just. happen to look a little bit like him. That's all.

Yes sir. But I did n't go to Lawson to run The Bijou, that was. that was something that just happened. You see, I was involved in an accident in Lawson, and I spent some time recovering there.

Sir, are you referring to the fact that I was suffering from amnesia, and I've since recovered my memory?

Mr. Clyde, do you want to know what I knew then, or do you want to know what I know now? They're two different things?

Well, I'd direct the attention of counsel and committee to line thirty - six of the document, and the name printed and signed there.

Well, that's what I knew then. Or who I knew, I should say. You see, I was trying to court Miss Angstrom. I went to the meeting to impress her.

You asked for the truth. That's the truth. I had no idea what the meeting was about. I just sat through it so I could be near her. I'm sure even a Majority Counsel like yourself is familiar with the concept of impressing a girl.

Well, I know that I lost my job because of one meeting I went to when I was a kid in college. I know that I've been branded a communist, which I'm not, but even if I was, it should n't matter, or what do we have a Bill Of Rights for?

I know that a lot of good, honest, decent people, people that I consider my true friends, feel betrayed by me, not because of who and what I am, but because of what you say I am! I know that I.

That's not a contradiction at all, sir. I went to the meeting, but I did n't go as a member.

I'm sorry, sir, I have no intention of making light of this committee. And I have no intention of incurring your wrath, Mr. Chairman. I have a few friends who have already incurred your wrath. They've sent me letters from jail.

Mr. Chairman, as I understand it, the Fifth Amendment pertains to self - incrimination, and I ca n't incriminate myself because I've done nothing wrong. Besides, incrimination is why you have Mr. Clyde working for you.

Mr. Chairman. there's. another Amendment. that I'd like to invoke at this time, but it's not the Fifth Amendment. I wonder if you're familiar with it.

`` Congress shall make no law respecting an establishment of religion, or prohibiting the free exercise thereof ; or abridging the freedom of speech, or of the press ; or the right of the people peaceably to assemble, and to petition the Government for a redress of grievances.''

That's the First Amendment, Mr. Chairman. It's the backbone of this nation. It's everything that gives us the potential to be right and good and just - if only we'd live up to that potential. It's what gives me the right to sit in this chair and say my piece before this committee without fear. It's the most important part of the contract that every citizen has with this country. And even though this contract.

. the Constitution and the Bill of Rights - even though they're just pieces of paper with signatures on them - they're the only contracts we have that are most definitely not subject to renegotiation. Not by you, Mr. Chairman, not by you, Mr. Clyde, not by any member of this committee - or anyone else - ever.

And when you get right down to it, that's really all I have to say to this committee. Good morning.

Leo, you were in there, you saw what I did. You think they're gon na let me write pictures? Hell, they're probably gon na throw my ass in jail.

Her name was right there in front of them. They gave it to me, I did n't give it to them.

Dell, I ca n't write unless I'm happy, and I ca n't be happy unless I'm here - and with you.

Pete pulls up to the guard kiosk in his spiffy yellow convertible Plymouth . The Guard , RAY , steps out to meet him . Pete lights up a cigarette . We get a better sense of him now . Though earnest , he 's jocular , and a bit of a fast talker .Ray is nonplussed . Tips his hat . Regards Pete suspiciously .Ray heads back to his kiosk , shaking his head .Pete , covering his worry well , drives onto the lot .

Pete pulls up , hops out , grinds out his cigarette , looks around and goes inside .

Pete comes down the hall a few steps , stops . Something 's wrong . It 's awfully quiet . He pokes his head into the door marked `` TYPING POOL . ''

A sea of black Underwoods - all silent . The lights in the room are off , and hard shafts of morning sun stream in through the windows . One typists , LOUISE , is going from machine to machine , pulling covers over them .She looks up , startled .She rushes past him . Pete does n't quite know what to think .Pete turns . The voice belongs to Pete 's agent , LEO KUBELSKY , a rotund man in his fifties . He wears a perfectly tailored silk suit .

Oh Pete. they, uh, they gave everybody the day off. while they sort things out.

Mr. Appleton? Mr. Appleton? You in there? This is the Super, I have the master key and I'm coming in!

FROM FAR AWAY , we watch as Leo and Pete come out of the Writer 's Building and join a flood of DRESS EXTRAS , all done up in Puritan pilgrim garb and heading for the commissary . As they move through the mob and emerge on the other side , it 's clear that Pete is reeling from something he 's just been told . PETE AND LEOLeo takes a gold cigarette care from his breast pocket , offers a cigarette to Pete and takes one for himself .Leo lights Pete 's cigarette and his own . Puts a fatherly hand on his shoulder .Leo blows out a thin stream of smoke .

Are you saying it's a mistake, that you did n't go to any meetings? They say you did.

Congress, the FBI, Red Channels, it do n't matter who the hell `` they'' is. `` They'' know who `` they'' are, that's all that matters.

So, you're saying that it's true. You went to a meeting of a known communist organization.

They know you were at that meeting, Peter. They've been told, and they know.

You broke your arm. You were coming out of a bar. You were drunk.

Do n't take this personally, kid. If it were up to me, I'd have you testify wearing your uniform and your medal, wrapped in a flag with one hand on your heart and the other hand on a bible. What can I say? I like you.

They do n't want you to testify because you're not a big enough fish for them. They just do n't want you writing pictures for now. That's all.

Peter, I believe in you. More to the point, I read your new script. um.

That's the one, `` Ashes To Ashes.'' I think it's great. But it'll never get made with this communist business hanging over your head. You ca n't work until you're cleared - and believe me, starting right now, I'm gon na do everything I can to make that happen.

Kid, this is the United States Government we're talkin' about. Fair ai n't the point.

Here's three months rent, and a ten spot for no more questions and to keep an eye on his place. Now, I need a moment alone.

The FBI ca n't arrest you, because you have n't done anything wrong.

However. you're gon na be subpoenaed to testify before the Un - American Activities Committee when they open hearings in Los Angeles. Now, if you play ball and tell them what they want to hear, they'll clear you.

Kid, do n't get philosophical with me. This is a game, but it's not your game. You play by their rules, or they'll ruin you. And they have the power to do it.

Darling, do n't kid yourself. We do n't have a `` democracy'' in this country. The Declaration of Independence? The Constitution? These are pieces of paper with signatures on'em. And you know what a piece of paper with a signature is? It's a contract. And you know what a contract is? Something that can be re - negotiated at any time. It just so happens that the House Un - American Activities Committee is re - negotiating the contract this time around.

Next time, it might be the FBI. The time after that, it might be the President. But it'll always be someone. Count on it.

Lest we forget, Peter, your own military career was somewhat less illustrious than Luke's.

Here. When you're called, read this to them. Just tell the bastards what they want to hear, and we can all get on with our lives.

That was quite a show you gave them today. We shoulda sold tickets.

No, of course not, why should you be sorry? You're the new Peter Appleton. You exercised your rights as a solid citizen, first amendment, freedom of speech, all that. Very noble.

Oh, I see. But you're not Luke. You're Peter Appleton, the picture writer.

What, you're going to go back to that hick town and run the projector and marry the doctor's daughter?

Peter, I'm an agent. I buy lunches and get deals made for guys like you. That's what I do. You're a writer. You write pictures. That's what you do. And trust me, you'll be back doing it again tomorrow morning.

Kid, you gave them what they wanted. This committee, it feeds on names. The more names, the better. But for some high - profile witnesses, like yourself, any name will do.

You should keep track of your old school chums. Turns out she eventually joined the communist party.

On top of which, she's Lucy Angstrom Hirschfeld now, and she happens to be a writer for `` Studio One'' on CBS.

So, our lawyers had a talk with the Committee's lawyers. That Elvin Clyde fella wo n't be too happy about it, but we cut a deal. They cleared you - and they're gon na thank you publicly for your testimony purging yourself.

She was subpoenaed six months ago! Who the hell do you think named you?

All of which means. `` Ashes To Ashes'' is gon na be made, and you've got your job back.

I was lookin' out for you all the time, kid. You did good. I'm real proud of you.

Prominent on the wall is a framed `` SAND PIRATES OF THE SAHARA '' poster . Pete reaches up and takes it down . He leans it up against the desk , then sits heavily in the wooden swivel chair . He swivels around to see A STUDIO SECURITY GUARD standing by the door . He 's watching Pete 's every move . Two boxes sit on the desk , partially packed with Pete 's belongings . Pete lights a cigarette and opens the lower desk drawer . He pulls out a stack of scripts and sets them on the desk . He looks at the cover of the first one : `` SAND PIRATES OF THE SAHARA '' By Peter Appleton . A United Pictures Production . February 19 , 1951 . Pete shuffles the scripts and looks at the cover of the second one : `` ASHES TO ASHES '' By Peter Appleton . He jams the scripts into one box and turns to the other box , which contains somewhat more personal items . A ragged gold pillow with tassels . Legal pads of notes . An old tin - toy fire truck , its bright red paint chipped and worn . He turns it around in his hands .Footsteps approach , and Pete swivels toward the door .Sandra appears in the doorway . She 's in costume - a Louis XIV courtier . She bustles past the Guard , rushes to Pete and embraces him .They kiss . The Guard watches their every move .During this last , Sandra has been ever - so - slightly pulling away from Pete .Sandra glances at the Guard , who is watching everything .Pete sees where this is going . She 's edging toward the door .And she 's out the door and gone in the blink of an eye . Pete looks at the Guard .The Guard turns away . Pete moves back toward the boxes . Rummaging again , he comes up with a bottle of Jack Daniels with barely one swig left . He regards the bottle for a moment , looks to see if the Guard is watching -LRB- he is n't -RRB- , pops the cork , puts it to his lips and drains it . He looks at it thoughtfully as we A HALF - FULL BOTTLE OF JACK DANIELS setting down on a bartop . WIDER

The bottle is in front of Pete , who sits at the bar , quietly getting stewed . The Frolic Room is a classic Hollywood dive , dimly lit and full of character and characters . It 's a quiet night and getting quieter , as several PATRONS are just leaving , waving goodbye to the bartender , JERRY , early 40s . Jerry turns to Pete , eyes him suspiciously from the end of the bar . Pete picks up the bottle and pours another shot . Good boy , he got most of it in the glass .He knocks it back and Jerry pours him another .Pete drains his shotglass , puts it back on the bar . He watches Jerry , who is not about to refill it . Pete reaches for the bottle , but Jerry is faster .Peter stands , stubs out his smoke , drops a few crumpled bills on the bar and grabs his hat .Pete 's preoccupied with putting on his hat and getting his car keys out of his coat pocket , a daunting task in his condition .And he 's out the door .

Pete, if J. Edgar Hoover walked in here wearing a dress, I would n't know him.

Pete. go home. Come on, I'll call that girlfriend of yours, what's her name. Sandy?

Pete takes a few steps , stumbles , stops , takes a deep breath , then totters briskly towards his car . He hauls the door open and sits inside heavily .

Sitting slumped against the steering wheel , Pete looks as though he could fall asleep right there , which would probably be a good idea .He looks at his watch .He turns the key and hits the starter . The engine hums to life . Pete sits up , opens his eyes wide , shakes off the haze and puts the car in gear . The Plymouth lurches forward a few yards , screeches to a halt and stalls .He re - starts the car , puts it in gear , and pulls away and down the deserted boulevard .

The full moon is low over the ocean . Pete 's car is parked at the edge of the sand , the water fifty yards away . The ferris wheel and the roller coaster of the amusement pier are dark and eerie silhouettes , lit only by moonlight . Pete is asleep in the driver 's seat , head tilted back , his hat covering his face , snoring . The waves CRASH against the pilings and startle Pete awake .Instantly , he grabs his head .Pete takes a deep breath . and starts coughing . He gets out his cigarettes and lights up . He takes a puff and glances at his watch .He starts the car and heads for the highway .

Pete drives along the moonlit two - lane blacktop . Waves crash to the shore below the roadway .

Pete is finally relaxed . He takes off his hat and jams it down in the back seat . He takes a deep breath - with the wind in his hair , a smile grows on his face and he seems at peace . He glances down at the speedometer - then at the fuel gauge . INSERT - FUEL GAUGE Pinning on `` empty . ''He scans the road ahead - nothing . Glances to his right . PETE 'S POV The lights of a small town can be seen off in the distance . Pete veers the car off the highway and makes the turn that will take him toward the lights . He passes a hand - painted sign that gives him hope : `` GAS - 1 MI . ''

Pete 's car rolls up and stops . There 's a light on the sign and another in the station 's window , but the place is deserted .Pete looks ahead toward the town . Its few lights twinkle in the distance .Pete pulls out onto the road .

Pete 's car trundles along , blowing past a hand - painted roadside sign which reads : SLOW ! NARROW BRIDGE - SINGLE LANE - NO GUARDRAIL . USE CAUTION !

Pete 's headlights catch a glimpse of another sign , reading `` LAWSON WASH , '' just in front of a small wooden auto bridge . Barely reducing his speed , Pete heads onto the bridge . HIS POV - THROUGH THE WINDSHIELD . his headlights pick up the glowing eyes of a hapless possum . Pete swerves to avoid the animal , and a wheel drops off the edge .

and the Plymouth careens over the side of the bridge and into the rapidly - moving water below !

The water is flowing very quickly , and the current is intense . Pete pulls himself out of the driver 's seat -LRB- thankfully , it 's a convertible -RRB- and swims over the windshield . But . his left sleeve is caught on the door handle . Nearly out of breath and panicking , Pete shucks off the jacket and heads for the surface .

Pete breaks the surface and gasps for air . His fight is n't over yet , as the current is pulling him rapidly downstream . He swims with all his might toward the far bank .

Drained , Pete pulls himself out of the water and staggers to his feet .He stumbles along backwards a couple of steps . and his heel hits a rock . Pete falls backward - and his head strikes a glancing blow on another rock . He rolls down the bank , unconscious , and lands face down in the mud . CUT TO BLACK . IN BLACK , we slowly become aware of a panting , breathing sound - the sound of a dog . ON A DOG 'S FACE A yellow labrador , full frame . It takes a couple more sniffs , then starts licking furiously .

Pete is still laying face down on the bank , being fervently licked in the face by the dog . ON THE OLD MAN A no - nonsense sort in his late - 60s , he wears overalls and an old railroad cap . He comes down to Pete , and using his walking stick , pokes him in the side .Pete blinks up at the Old Man , his mouth gaping open .He sits up , and the Old Man gets a look at his head , which is caked with mud and blood on one side .He stands up shakily . The Old Man gives Pete a hand .And they head toward the road to town . BOOMING UP , we SEE them pass a roadside sign : WELCOME TO LAWSON , CALIFORNIA . EST. 1869 . ELEV . 275 . POP . 1755 . THE TOWN THAT GAVE ITS ALL .Pete takes the handkerchief and wipes the mud and some of the blood off his face .Pete stops , thinks for a moment .

Mister, who are ya? my dog likes you, but that do n't mean much, she likes skunks, too. Sweet n'stupid, that's why I keep her.

Mister, you okay? You look wet. You in an accident or somethin'?

I should n't be surprises. You smell like that was quite a night before you had there.

Actually, my grandpap. But `` ancestors'' sounds better, do n't it?

` Course they all know me. And I know all them. Town's got my name, do n't it?

Ernie Cole here just got himself elected mayor. Lost both his boys in the war. Kenny at Anzio and Willie at Normandy.

Mabel over there at the diner lost her husband Max. Okinawa, I believe.

All told, this little town gave sixty - two of its finest to the war. Seventeen of'em at Normandy alone. More'n its share, I should say. Got us a letter from President Truman. City council commissioned a war memorial. Been sittin' in the basement of city hall these six years. Town never had the heart to put it up. Place just has n't been the same since the war.

He do n't remember who he is, Mabel. Gon na take him to the Doc, as soon as he gets in.

He do n't know. And he do n't know his name, neither. Found him down by the wash.

Said as much myself, Doc. Ca n't place him, though. To look at him, you'd think the cheese slid off his cracker.

Pete and Stanton walk along Commerce Street , the main drag through the center of the small town . Lawson is a bit run down , creeping inexorably toward decrepit . Despite that , there 's a timeless quality to the small buildings , a familiar All - American feel . Several of the PEOPLE walking along the street take notice of Pete and nod to Stanton , who nods back .They pass the window of the drug store , COLE 'S PHARMACY . Pete looks down and sees TWO FADED GOLD STARS in the window with two faded photos , all decked in tattered black crepe . Two boys , no more than 18 and 19 , who went off to war and did n't come back . Stanton notes Pete stopping to look at the stars and photos .ANGLE - MABEL 'S DINER A typical small - town greasy spoon - with one faded star prominent in the window . CLOSER On MABEL LANIER , a sweet - faced woman in her 30s . She stares vacantly into space , her reverie broken by a customer needing a coffee refill .STANTON AND PETE Pete looks longingly toward the diner . Stanton takes note .Pete rummages in his pants pockets , and comes up with three quarters .And they head across the street . A PLATE WITH TWO PIECES OF APPLE PIE A fork comes into frame and tears into one of the slices . WIDER

Pete is fairly shoveling the pie into his mouth , pausing only to wash it down with gulps of coffee . MABEL stands nearby , watching in amazement as her pie is consumed in record time . Pete notices that Stanton and Mabel - and the other PATRONS , for that matter - are watching his feeding frenzy . He stops in his tracks , and starts chewing leisurely . He smiles at Mabel .Mabel obliges . As she pours the coffee , she looks at Pete .Pete shakes his head .Pete looks up at Mabel and smiles winningly .Mabel , thoroughly charmed , smiles back at Pete .

We got ta put a rail on that thing before someone else gets killed.

Well, its kinds hard to believe,'cause Luke - I mean Peter - is such a. I mean, since he's been back, I've never seen the town so happy and all. It's like he gave us some. I do n't know. some hope, I guess.

A stoop - shouldered little man in his late 60s , HARRY TRUMBO shambles along the street , headed for Mabel 's Diner . There 's a sadness about Harry , the world - weary melancholy of a man who has little to smile about because he has little to care about . After a couple of steps , he 's met up by DOC BEN LARDNER , a vigorous man in his 50s . He comes up behind Harry and claps him on the back .They 're at the door of the diner . Doc opens it for Harry .

Lucky you got out, that water's got quite a pull, and it empties straight into the ocean.

Do you remember if you were driving a car? Maybe you went over the bridge. No guard rail there, it's easy to do. It's happened before.

Stanton found him by the wash. Not hurt too bad, but he took a nasty bump on the head and he ca n't remember who he is. We both think he looks familiar, but we ca n't place him. You bet. He'll be here.

That's me and my daughter Adele. My pride and joy. Charms the fish right out of the lake, she does.

Thanks. Well, Sheriff's on his way over, and maybe we can get to the bottom of who you are.

He does n't remember anything, Delly. Does n't know how he got here, does n't remember his father, the town, the Bijou, anyone.

I'm afraid not. He looked right at your picture without batting an eye. But it's probably temporary. He got all the way to Lawson, so he clearly knew who he was and what he was doing until he hit his head. I'm sure it'll all come back to him. It just takes a catalyst.

Uh, no. just seeing you standing there, it reminded me. there's a word for it.

It's a pretty massive heart attack. His lungs have filled with fluid, and, well. it seems as though his body is just. shutting down.

Even if we could, and the move did n't kill him, there'd be very little we could do there that we ca n't do here.

Albert Lucas Trumbo. But you've been `` Luke'' since you were a baby.

You never came back from the war. We were told you were missing and presumed dead.

You joined up one month to the day after Pearl Harbor. January seventh. nineteen forty - two.

Hmmmm. after you left, it was difficult, and then Lily - that's your mother - she took ill and died. we have n't shown a picture since forty - eight.

Well, after the war, with so many of the town's boys killed, people around here did n't much feel like going to the movies, I guess. Some of'em moved away - Los Angeles, Sacramento, San Francisco. Was n't much to keep'em here, I expect. And now with this `` television'' thing - people just are n't going out as much as they used to.

Oh, I had Irene and Old Tim but they really could n't help much. Broke their hearts when we closed up. Broke mine, too.

But now that you're back, well, things will be different around here, that's for sure.

The day you shipped out. That was a proud day for your mother and me. Last time you saw her. Last time I saw you.

When I woke up this morning, my son was dead. Now, I have my boy again.

Oh, I'm sorry, they know you, but you do n't. you need to be re - introduced. Luke, this is Mrs. Irene Terwilliger.

And this fine fellow is our head usher, resident fix - it man and custodian. Luke, meet Old Tim.

` Fraid this has seen better days. Well, I was meaning to get a new screen, anyway.

Forty - two was a lean year around here. The war had just started. you were gone less than a month. and we were coming off a bit of a drought as I recall. Not everyone could ante up the price of a ticket, and a chicken's as good as money if you ask me. At that time, it meant a lot to the folks around here to be able to come to the pictures.

I know it's hard to believe, son, but this place, this little place this was n't a theater then, this was a palace! Any man, woman, child, you, me, it did n't matter, you bought your ticket and you walked in and you.

you were in a palace. It was like a dream. It was like heaven, like you died and went to a palace in heaven, that's what it was like. And spotless, too.

Maybe you had problems and worries out there, but once you came through that door, they did n't matter anymore. In here, you were safe. Maybe it was just an escape from reality, but. oh, god. it was beautiful.

Charlie Chaplin. Keaton and Lloyd. Swanson. And later on, Clark Gable and Claudette Colbert and Jimmy Stewart and James Cagney and Bogart and Becall and Judy and Mickey. and Fred and Ginger.

And that. was the altar. Would you remember if I told you, we felt lucky to be here, to have the privilege of watching them?

This television thing. Why would you want to sit at home and watch a little box with a little screen? Because it's convenient? Because you do n't have to get dressed and put on a coat and a tie and a hat? Because you can just. sit there? How can you call that `` entertainment,'' all alone in your living room? Where are the other people? Where's the audience?

I'll tell you. In a place like this, the magic is all around you. All the time. Everywhere. In every thing.

Son, I think you loved the Bijou even more than I did. You've got to remember that. You've got to.

I take breakfast and supper at Mabel's every day except Sunday. Have for years, since Lily died. If it were n't for Mabel, I'd probably starve to death.

Katie, would you like to join us for dinner? The more, the merrier.

Carl. Friend of yours from high school. Everybody calls him `` Cueball.''

It's all my fault. I was neglectful and this is the price of that.

Well, it's true. Wanting to open this place back up. It's folly, Irene, pure and simple. Might as well just call it what it is.

Well, son, I wish I could've shown you more, but this is all that's left. Just this one reel that never got sent back from a picture we showed here a long time ago. Nineteen twenty - five, to be exact.

You know, since you've been back, that's the first time you've called me `` Dad.''

I'm not happy about this, mind you, but if I have to go, at least I'm going in my own bed, the same bed my Lily died in, and. knowing that my son is alive. That's not too shabby, is it?

Do n't tell me, I know about these things. I've seen it before. It's all right. It's. all right. You're here. Oh, God, I love you, son.

Lardner comes over to Mabel , who hands him a tall paper cup of coffee and bags him a bear claw .Lardner and Pete make eye contact , and the doctor notices the bump on his head .Lardner , Stanton and Pete rise and move to the door . Pete turns back , takes the three quarters out of his pocket , and puts them on the counter , smiling brightly at Mabel .ON HARRY seated at the opposite end of the counter . He glances up at Pete . HARRY 'S POV as Pete smiles at Mabel and turns to go . ON HARRY His mouth falls open , his hand moves to cover it . He 's just seen a ghost . HARRY 'S POV - SLOW MOTION . as the three men pass by the diner 's window . CLOSE - HARRYA FINGER - moving left - to - right , right - to - left through space .WIDER

Doc Lardner is checking Pete 's eyes . Pete sits on an examination table , his shirt off , his head freshly bandaged . Stanton lurks in the corner , Maggie curled at his feet .Pete does . Lardner has a look as Stanton pulls out a pocket watch .Stanton and Maggie exit . Lardner checks Pete 's ears .Lardner sniffs him .Lardner takes a shirt off his counter and hands it to Pete .Pete puts on the shirt .Pete stifles a laugh .

Lardner is on the phone , sipping his coffee and nibbling his bear claw . Pete is standing , nosing around the office - diplomas , photographs , knick - knacks . He zeros in on one photo in particular . ON THE PHOTO one of Lardner and a beautiful YOUNG WOMAN . They 've been fishing , and the young woman displays a much larger catch than Lardner .Lardner hangs up and watches Pete looking at the pictures .Lardner stares at him . Pete takes note , turns toward him .

The Sheriff 's sedan pulls up to the office and SHERIFF CECIL ELDRIDGE , 45 , gets out . As he gets a few steps from the door , Harry Trumbo jumps out from around the side of the building and stops him .Eldridge keeps moving to the door .Harry jumps in front of Eldridge and grabs him by the shoulders .The sheriff stops .

Lord love a duck, Harry, you wan na give me a heart attack right in front of the doctor's office?

Stan Lawson found him unconscious by the wash this morning, and I'm here to investigate, and if we find anything interesting, it'll be in the paper, so why do n't you just.

What I'm thinkin' is we got us one a ` two things here. A mystery or a damn miracle. And by god I ca n't tell which.

The Jimmy Stewart picture? I remember that one. Saw it over at the Bijou. So, you remember that, huh?

Doc, with your permission, I want to bring someone in here. Maybe it'll jar this young man's memory.

Well, that'd be Luke Trumbo. Looks like you boys've solved a little mystery we've had going on for a few months.

Damn, he do n't wan na spar with these boys. They'll eat him alive.

Sheriff Eldridge is seated across from Pete . He 's staring at him intently . Silence .The Sheriff rises and crosses to the door .Eldridge opens the door .Harry enters the office , doffs his hat , revealing a full head of snow - white hair . He nods to Eldridge and Lardner , and slowly turns to face Pete . He looks closer . and closer . Hesitantly , he takes a couple of steps towards Pete , who slowly rises out of his chair to meet the old man 's gaze . Finally , they 're standing practically toe - to - toe . PETE looks a bit puzzled , but the old man has such a sweet face . HARRY has tears forming in his eyes . A smile turns up the corners of his mouth , and quickly lights up his whole face .Harry takes Pete in his arms and hugs him tightly , burying his face in Pete 's shoulder and sobbing .Pete does n't quite know what to think . He clearly has no idea who this old man is .Pete looks at Harry . It 's not so much that he remembers anything - he 's swept up in the moment .Pete wraps his arms around Harry and hugs him tightly , glancing over at ELDRIDGE AND LARDNER who look on goofily , fighting back tears . They smile at Pete , who smiles back tentatively .

Harry , Pete , Eldridge and Lardner come outside .Eldridge and Harry get in the car . Lardner comes over to Pete 's back seat window .He turns to move away , then turns back .Eldridge starts the car and they drive away . -LRB- NOTE : Henceforth , `` PETE '' will be known as `` LUKE . '' It 'll be easier to keep track of things , since everyone 's now calling him Luke , anyway . Trust me . -RRB-

Harry sits next to the Sheriff , and Luke has the back seat all to himself . He leans forward toward the front seat and taps Harry on the shoulder .Luke looks at the town as they drive down Commerce Street . HIS POV Shops are open for business , TOWNSPEOPLE are going about their lives . A few stop and watch as the Sheriff 's car goes by .Eldridge looks at Harry , who stares ahead .Pause . The silence is too thick , and Harry has to answer . He turns around in his seat and faces Luke .Luke sits back against the back seat and lets this sink in .

You know, I hate to bring this up, but screens and uniforms and paint and repairs are going to take money, which I'm willing to bet none of us has.

Well, I'm the first one to admit that I do n't know anything about bookkeeping, but there are some very interesting things in here.

`` Eight p.m. showtime, ninety - six admissions, receipts including concessions, $ 84.75. plus one fryer and two - dozen eggs.''

It does n't seem right, this being down here. It ought to be where people can see it.

No, you are. I know exactly what you mean. It's not that you're missing something. It's that the other person gives something to you. that you had all the time. You just did n't see it until they came along.

Hey, fella. So you live here, too, huh? How come Harry did n't mention that?

Yeah. I hope you do n't mind. I did n't know anyone lived here. well, besides Harry. And me.

Between a new screen, paint, plumbing for the concession stand, and about a hundred other repairs around the theater. it's going to cost at least nine hundred dollars to get the Bijou into shape to open up.

And you have sixty - eight dollars and thirty - seven cents in the bank. Your only source of income are my veteran's death benefit of forty dollars a month, to which you're no longer entitled since I'm alive, and these ten dollar a month cash deposits you make. What are those?

Oh, you mean the suit. Harry kept all my old clothes. Fits okay, but it's a little big.

It's gon na cost over nine hundred dollars to open the place, Delly.

Yeah, and needless to say, none of us has that kind of money lying around.

A loan to a man who ran his business into the ground and his son who ca n't account for the last nine - and - a - half years of his life? Not likely.

That's. well, that's very generous, but if you've already got a store?

I wanted to thank you all for giving me such a nice welcome, and making me feel at home. But I. we're. actually here on business of a sort.

Thanks. Well, I'll make this short and sweet. The Bijou needs a lot of repairs, and the truth of the matter is, Harry, um, that is, Dad and me, Mrs. Terwilliger and Old Tim, we ca n't possible afford them all. So, I'd like to ask your help to. well, to scrounge around a bit, and see if you have anything that might help us out.

Oh, paint, brushes, plaster, light bulbs, yardage, and if you ca n't come up with any of that, we can use some old - fashioned elbow grease.

Mr. Fitts, with all due respect, I think Lawson needs the Bijou a bit more than it needs a super market. And I think Lawson deserves the Bijou. There's not a lot that can be done to help us get past the pain we've all felt.

but I think a good dose of magic is as good a place as any to start.

Come on, folks, this happens every once in a while, just settle down.

Harry! Harry, why do n't you cut the projector and bring up the house lights?

Well. everything. It started coming back a couple of days ago. I remember everything now.

Delly. I'm. I'm not. Harry was n't my father. And I'm not. I'm not Luke.

I fell in love with you, too, Delly. Only now I do n't know how I feel, about you or about anything. I only think I know how Luke would feel.

Eldridge 's car rounds the corner , pulls up and stops .Luke peers across the street . his mouth gapes open . HIS POV - THE BIJOU . The Bijou is a decaying , Dada - esque , grab - bag of building styles . It 's as though the architect took random parts of a Chinese temple , a Mosque , a Pagoda , a Sphinx , a symphony hall and a slaughterhouse , put them in a bag , gave it a good shake , tossed the contents out onto a blueprint and promptly built the result . As a matter of fact , if you did n't know that the place was `` The Bijou , '' you 'd probably wonder what the cryptic message '' HE B J U '' was trying to convey from atop the crumbling parapet . And now , the reason for the deteriorated state of the '' HE B J U '' sign becomes apparent . Train tracks run right behind the building on an elevated trestle . As we watch , a TRAIN ROARS BY . Everything shakes . It 's not an earthquake , it 's a trainquake . The `` J '' teeters at a jaunty angle , threatening to dislodge and tumble down to join its fallen brothers . LUKE stares at the monstrosity . His face is ashen . His heart has sunk to somewhere below his knees . The Bijou . Harry jumps out of the car excitedly .Luke opens the back door and slowly steps out . Harry grabs his arm and pulls a ring of keys from his pocket .

The interior of the theater fulfills every promise made by the exterior . Moth - eaten velvet - flocked wallpaper hangs in shards and pieces from the walls . It 's sort of a cross between a gaudy cathouse and a mausoleum , served up with generous helpings of dust and grime , an almost unbeatable combination of questionable taste and neglect . Above the center of the lobby hangs what was - and is - probably the only truly beautiful item in the whole theater - A DELICATE CRYSTAL CHANDELIER . Even under a veneer of dust , the fragile droplets of cut crystal seem to pick up every available point of light and scatter it in a hundred directions . TILT DOWN TO REVEAL Luke and Harry standing below . Luke is lost in a gulf somewhere between surprise and disgust .Luke walks toward the auditorium doors and slowly , cracks one open .

The ocean of two hundred or so seats on the main floor seem to be , for the most part , intact - although the occasional row seems to have loosed itself from its moorings and heaved itself up against the row behind or in front . THE SCREEN is really not much more than a tatty bit of yellowing muslin , framed by ragged red velveteen drapery . In the tiny orchestra pit , as we will see later , is an old upright piano . Luke walks a few steps down the aisle . He picks a seat on the aisle near the middle of the theater and sits . As he does , a CAT , an orange tabby , leaps out from under another seat , jets past Luke and disappears down the aisle and backstage . Harry comes over and sits behind him .

The small apartment above the projection booth is quite a contrast to the rest of the theater . It 's neat as a pin , and fairly lit , as Harry has just pulled back the curtains , allowing the sun to flood the room . A beam of golden light falls across a table , atop which are SEVERAL FRAMED PHOTOS . One of the photos is of the real , much - younger Luke . It 's a Norman Rockwell scene , at a train depot , with an army - issue olive drab duffel bag slung over his shoulder . He has one arm around Harry and the other around his mother . -LRB- And by the way , Pete 's resemblance to the real Luke - even in a nearly 10 year old photo - is pretty damn startling . -RRB-He smiles .Luke sets it down and picks up another photo , that of a fine looking woman . It 's a formal portrait , dating perhaps from the 30 's .He takes the picture from Luke , kisses it , and gently replaces it on the table . Luke goes over to the sofa and sits .Harry looks at Luke , who has almost instantly fallen asleep on the sofa . He goes to him , gently picks his feet off the floor , lifts them onto the sofa . Removes his shoes , sets them on the floor . A BLANKET being drawn up Luke 's chest . HARRY stands , looks down warmly at his son . Then , suddenly , he 's seized by a thought . He turns and crosses to the window . CLOSE - THE WINDOW There 's a small picture frame in the window . Harry reaches down , gingerly picks it up and turns it around . ON THE FRAME It 's a single , faded gold star . One war casualty . Harry clutches it to his chest , looks over at the sleeping Luke and smiles .FADE TO BLACK .

It 's early morning . Luke is sound asleep , still in his clothes . In the distance , a train sounds its HORN . Luke rolls over on his back , still asleep , snoring lightly . Slowly , he starts to wake up , eyes still closed . Something 's strange , though . He frowns . The train is GETTING CLOSER . Luke 's eyes POP OPEN . LUKE 'S POV As the train RUMBLES BY , shaking everything in the room , Luke looks up to see three ancient cherubs staring down at him . Harry , an elderly WOMAN , and an elderly BLACK MAN .Luke is speechless . It he dreaming this ?Luke sits up on the sofa and tries to get a little more awake . He rubs the side of his head that is still bandaged . The elderly woman nudges Harry gently .Luke stands and shakes MRS. TERWILLIGER 'S hand . She 's tiny , seventy if she 's a day . She smiles and curtsies slightly . Her eyes sparkle brightly , her manner almost coquettish .OLT TIM is - well , old . His clothes are a tad shabby , but well maintained , though they hang loosely on his gangly frame . He wears an old blue knit cap , which he quickly removes as he shakes Luke 's hand . He 's a man of few words , his manner is painfully shy - and he never smiles .Pause .Harry steps forward , takes Luke 's arm .

Head cashier and refreshments clerk. So glad to have you back, my boy!

`` The object of my affection, Can change my complexion, From white to rosy red.''

I have n't danced with another man since Mr. Terwilliger passed.

Oh dear, yes. You were an excellent student, before all that clarinet nonsense. You loved Chopin. You used to call it `` heaven music.'' `` Teach me some heaven music,'' you used to say.

Luke! Luke, something's wrong! The film broke, and I ca n't raise Harry on the house phone!

T - t - thank you. Thank you. I. I always. I always wanted to wear my uniform from the Great War, but your daddy, he always said no, that's not an usher's u - u - uniform, that's an army uniform and the Bijou, she's not the army. They give me a medal, but I lost it in the h - h - hospital. I forget things sometimes. Since the w - w - war.

I know more than you give me c - c - credit, that's for sure. Do n't you see, it do n't m - m - matter who you are? All that matters is what you g - g - gave us. And you ca n't take that away now. You're wrong, Peter Appleton. You do belong here.

Luke , Harry and Mrs. Terwilliger walk down the aisle toward the screen . Old Time lags a few steps behind . At the orchestra pit , Harry climbs the steps , crosses the pit . The screen is a sea of repair patches . Harry pats it . Dust flies .Luke looks at Old Tim , then at Harry .Silence from the group .Beat . Harry brightens , clambers down the steps and races up the aisle .TWO CARBON ARCS are squeakily being cranked together above the din of a fan motor . A puff of smoke , then - BZZZZZZZZZTT - LIGHT . A metal door is closed over the arcs .

Harry dances around to the other side of the projector and adjusts the focus on the beam of light . The others look on as he gazes at the screen through the tiny window .The carbons sputter and die . The light flickers out . Harry is crestfallen , turns off the motor .

Mrs. Terwilliger is dusting the concession stand with a ragged feather duster , a hopeless task . Old Tim is on a rickety ladder , replacing burned - out bulbs in the chandelier . The orange tabby cat scratches itself on the leg of the ladder . Old Tim climbs down and catches his breath . Mrs. Terwilliger sneezes .They both stop their work and glance warily at the door marked `` OFFICE . ''

Luke is poring over the ledger books , adding up figures on an old manual adding machine .He scans down a page .He closes the book and looks expectantly at Harry .Harry puts his hand on his chest and sighs .Inspired , Harry stands , takes Luke by the arm .He drags him out of the office and into the lobby .

Mrs. Terwilliger and Old Tim watch as Harry leads Luke through the lobby .Harry leads Luke into the auditorium . The car follows , but Mrs. Terwilliger and Old Tim stay behind .

Harry trots down the aisle and looks up at the screen .He turns to Luke .He points to the screen .Harry comes over to Luke .He stands behind Luke and whispers in his ear .He turns Luke around and looks him in the eye .Pause .Still looking at Luke , Harry takes a step back , then slowly walks up the aisle , disappearing into the lobby . Luke walks down the aisle . At the edge of the orchestra pit , he stands looking up at the screen . The orange tabby cat MEOWS , and Luke glances toward it , standing onstage by the edge of the screen . They exchange looks as we

Doc Lardner is seated in an easy chair , his feet up , reading Life magazine . The radio is on , and Patti Page is singing `` The Tennessee Waltz . '' There 's a noise offscreen , and Lardner looks up . In the entrance hall , the front door opens . ADELE `` DELLY '' LARDNER enters . She 's a strikingly beautiful woman in her late 20s . She takes off a felt cap , and her long , auburn hair cascades down .Lardner rises as Adele comes into the living room . They embrace warmly .They laugh .Lardner gives her an extra squeeze , continues to hold onto her just a bit too long . Adele detects something amiss .Beat .Adele breaks away from him .A GLASS OF WATER on a kitchen table . Offscreen , we HEAR A HICCUP . Then another . Adele 's hand reaches into frame . WIDER

No hiccups, which was good. Who wants an attorney who gets the hiccups when she gets nervous?

Yeah, a little. I think you grew an inch or so. And you've lost weight.

When we were kids, my Dad was mayor, and you and me and a bunch of others used to come down here all the time.

Of course, there was a lot more room before they stuck the memorial down here.

Right here. `` Albert Lucas Trumbo.'' And all the others. I knew them all. So did you. We went to school with most of them.

After they commissioned it, no one could ever agree on where to put it. The Methodists wanted it in front of the Methodist Church, the Presbyterians wanted it in front of the Presbyterian Church, the city council wanted it in the lobby of City Hall. Everyone finally got tired of the fighting. So they stuck it down here.

Sorry. You do n't know how many times I've heard that. `` A lady lawyer? Are you crazy?'' Like a woman could n't be as good a lawyer as a man. Or better, in fact.

Oh, well. I guess you. in high school, you were a pretty good first baseman. And we were on the debate team together. But. I think you were gon na run the Bijou. You were brought up there, and you loved it so much. And I think you knew how much the town needed a place like that.

Actually, I was married. For four years. But. well, we did n't fit together. I'm divorced now.

No, it's okay. See, when two people belong together, the other person should be the. the key that unlocks the rest of you. I'm not making sense, am I?

No. you were wearing that suit the last time we went out before.

Besides, Daddy's still trying to figure out how to get his new television set working.

We've done this before, so many times. The last time was so long ago, but it feels like yesterday.

Back in' 37, you heard Benny Goodman play for the first time, so you went out and got a used clarinet. You wanted nothing more than to be able to play like him. You tried hard, but it was n't long before it was clear that Benny Goodman would never be looking over his shoulder. So you gave the clarinet to Spencer.

You had a hidden agenda, though. See, when he was five or six, little Spence used to follow you around like a puppy. Bothered the hell out of you. But as soon as you gave him the clarinet.

It never used to be. You were two left feet on the dance floor. Like pulling teeth to get you to do a little box step.

Oh, god, I knew! I knew! I knew from the start! I wanted you to be Luke! I wanted you to be alive! You're so much like him, you have no idea. No wonder everyone else accepted you! You do n't know what you - what Luke meant to this town, suddenly being alive! You do n't know what this town lost! You just do n't know.

I knew you were n't Luke! And I tried not to fall in love with you! And. I do n't even know your name! Oh, god.

I'm sure a lot of people down in L.A. are worried sick about you.

You know, it's going to take me a while to get used to calling you Pete.

But if you only went to one meeting, why does anyone care? Besides, why should it even matter if you were a communist?

Forget about all that. You want to do the right thing? Then defend your name. If someone says something about you that's untrue, you have to stand up and say so. I know the law, and the law's on your side.

Does n't it bother anyone that this is a perversion of democracy?

You'll be fine. No matter what Leo Kubelsky says, you've got a hundred and seventy - five years of American law on your side. Do n't forget that.

And who's gon na run the projector until you get back? Mrs. Terwilliger?

Not exactly light reading, I know. Believe it or not, I've read this since high school, and it got me all the way through law school. Besides, there's something in there that'll help you. You wo n't have to get very far, it's near the beginning.

Just remember two things. First, the law is a living thing. It made us free and it keeps us free. Sometimes it gets twisted around by people for their own purposes. Sometimes it makes mistakes, sometimes big mistakes. But in the end, the law prevails for the just. Sometimes, it takes a while.

Pete, I'm so sorry about what they did to you. I did n't think you'd come back, I thought you'd want to write again.

Lardner stands over Adele , who is seated at the table , holding the glass of water .She raises the glass to her lips .It 's a particularly gymnastic way in which to drink water , but Adele accomplishes it with aplomb . She waits for a moment - then hiccups again .Lardner sits at the table and takes Adele 's hand .Off Adele 's thoughtful hiccuping , we

Luke and Harry , walking along , make a turn onto Commerce Street , heading for Mabel 's . It 's still light out , and a soft breeze skitters some leaves along the sidewalk .ERNIE COLE , a slight , balding man in his 50s , is locking the door of his pharmacy across the street , when he spots Harry and Luke .Ernie runs across the street and , slightly winded , stands before Luke , staring . Luke shoots a glance at Harry , who taps Ernie on the shoulder .He sticks his hand out and Luke takes it . Ernie pumps it enthusiastically .The three walk toward the diner , but before they get two steps , they hear :They turn to see a stout woman , KATIE RUTHERFORD , 40s , rushing toward them . She rushes right into a very surprised Luke 's arms and hugs him tightly .

That's a lot of work, son. Place's been closed, what, three, four years now. Gon na be tough.

Spencer and his pals went ahead and got together a good ol' big band.

Well, how about tomorrow night, eight p.m., in city hall square? What I'm proposin' is a `` Welcome Home Luke'' celebration.

Looks like you might have to find someone else to mix paint at the store,'cause I think Spencer's got a big career ahead of him.

You know folks, here in Lawson, we gave a lot for our country. A lot. And we never complained and we never faltered. And we never forgot.

We never forgot. And so when one of our own came back to us, I got ta tell you folks, it was like a miracle. Luke, seein' you walking down the street, it was. well, it was kinda like seein' one of my boys alive again. I think I speak for everyone here when I say that not a day goes by when we do n't keep our boys' memories alive. But Luke, having you back among us. well, it helps us keep their spirits alive, too. God bless you, son.

All right, enough a ` that. This is a celebration, so let's have us a good time - but not too good a time,'cause I see just about every member of the city council here tonight, and we have an eight a.m. council meeting tomorrow morning, and I expect y' all to be there! All right, take it away, Spencer!

Well, the chair notes the presence this morning of Luke and Harry Trumbo and the rest of the Bijou staff. Frankly, the chair notes the presence of just about anyone who ever finds their way into one of these meetings. G'moring, folks.

I'm just guessing, but I bet it's not a sudden interest in Lawson politics that brings you all here.

Motion on the floor, discussion open, discussion closed, all those in favor signify by saying `` aye.''

Hearing no opposition, the motion is carried! Congratulations, Luke, you got yourself a town to help you out!

The diner is packed . In addition to Ernie and Katie , MEN , WOMEN and CHILDREN occupy every seat and table , and many more are standing , even hanging out the door . At the focus of the crowd are Luke and Harry , seated at the counter . Harry is leisurely eating a chicken dinner , while Luke is working on a steak . A young man seated at the opposite side of the counter is speaking . He 's CARL LEFFERT , 30s .A few people shake their heads , smile and laugh .A couple of TITTERS are heard .Luke leans toward Harry , who never looks up from his chicken .Luke smiles and nods at the young man sitting next to Carl . BOB LEFFERT is a good - looking fellow , a few years older than Carl . His face is pale and downcast , and he wears a cap pulled down on his forehead . He looks up at Luke with hollow eyes . Brings his right hand up , pushes the brim of his cap up . Except there 's no hand there - it 's a hook .Bob does n't react . He glances away , and for a moment , his eyes meet Mabel 's . She smiles warmly . He turns away . Ernie Cole pipes up .All eyes on Luke . He freezes , having just taken a forkful of food in his mouth . Harry jumps in .A MURMUR goes through the crowd . Stanton Lawson , standing behind Luke , taps him on the shoulder .Someone shouts `` That 's the spirit ! , '' another shouts `` Hear , hear ! , '' and a chorus of VOICES join in agreement .SPENCER WYATT steps around from the back of the crowd near the door . He 's a tall , dark - haired , gangly , bespectacled kid , no more than 19 or 20 . Painfully shy , he clutches a clarinet case to his chest . He timidly smiles and waves at Luke , who smiles and nods back .Vociferous general AGREEMENT from the crowd - which is quickly quieted by a MURMUR , which starts at the front door . The crowd parts and grow silent , revealing a woman standing in the doorway . ADELE She locks eyes with Luke . Her hand goes to her mouth and her eyes well up . Slowly , she moves around the counter , the crowd moving aside for her . She stands in front of Luke , who has stood up to meet her . Her eyes moist , she looks up at him .Mabel , clutching a napkin , leans over to Katie .Adele leans up and kisses him softly . He looks at her .As Mabel and Katie dab at their eyes , we

Hey, Luke, remember the time you and me, we was playing with firecrackers and the one you was lighting blew up too soon and singed all the hair offa my head?

Well. um, all the hair got singed offa my head. It was pretty funny.

Oh, heck, that's all right. It's just good to have you back. Is n't that right, Bob? Hey, Luke, you remember my brother Bob? You two joined up the same day.

Thanks, folks. Gee, can you tell we never played in front of people before?

Well, this is our first time, and it's really all because of Luke. I mean, it's because of Luke coming back that we're here tonight - but I'm talking about this.

When you did n't come back, I learned how to play this so I could remember you. And now that you're back, well, I'll never forget you.

Luke gave me this clarinet, but he gave this night to all of us.

Adele and Luke stroll down the street side by side . She looks at him for a long moment .Tentatively , she takes his hand and holds it . From behind them , we HEAR A SHUFFLING SOUND . Adele turns . ADELE 'S POV Keeping a discreet distance , EVERYONE from the diner is following them . Adele turns and addresses the crowd .Harry comes over .And the rest of the crowd disperses , variously wishing the pair goodnight . Luke and Adele watch them disperse .They turn and start walking .Adele brightens .She grabs his hand and they run toward the town square .

Adele and Luke stand by the front steps .She grabs his hand and they run to the side of the building .

Adele and Luke stand by a basement window , inches off the ground . She looks around . Certain the coast is clear , she pounds on the window in three `` special '' places , and it pops up and open . She looks at Luke .AS LUKE CLIMBS IN , WE A LARGE , MUSLIN - COVERED OBJECT . Slowly , the muslin is drawn off , revealing A STATUE OF A KNEELING SOLIDER , praying before a soldier 's grave . We slowly PAN DOWN from the top of the statue .

ON ADELE AND LUKE looking up at the statue in this city hall basement storage room , lit only by a single shaft of moonlight from the window . The muslin covering lay bunched at their feet .She moves to the memorial . Squinting , she examines its base .Luke comes over . ON THE BASE OF THE MEMORIAL - LUKE 'S NAMEHe looks at her for a long moment . There 's an electricity between them , and they both feel it .He turns away , rubs his head .He turns back to her .Pause .She instantly covers her mouth , but it 's no good . She has the hiccups again .Luke smiles and watches Adele as she makes the decision to not struggle against the hiccups . She has them , and that 's just the way it is .He looks at her . She 's strikingly beautiful at this particular moment and in this particular light - hiccups and all . He moves closer to her . She moves closer to him .They kiss passionately . She reaches up and puts her arms around him . He starts kissing her neck , and she suddenly realizes - she 's stopped hiccuping .And as she smiles and kisses him again we

Luke comes down the street and heads for the front door . He has a definite spring in his step as he pulls out his keys and enters .

It 's very dark . Luke is about to swing shut the heavy door , when he looks down and sees THE ORANGE TABBY CAT shoot into the lobby , stopping in the middle of the floor . It looks at Luke , and PURRS . Luke closes the door and moves to the cat . He crouches down and pets it , and its back rises to meet his hand .The cat moves to the auditorium door , pausing to look back at Luke . Curiosity piqued , Luke follows the cat .

In the dim light , we SEE an old mop and pail , some dirty film cans , and a large beat - up cardboard standee of `` The Tramp '' with the legend , `` Chaplin Short To - Day . '' The cat comes around a corner and disappears through a door at the end of a hallway . Luke , following the cat , comes around the same corner and looks at THE DOOR . Slightly ajar , there 's a light coming from within , as well as the sound of Old Tim softly humming `` It 's a Long Way to Tipperary . '' Luke moves to the door and knocks .The humming stops , and after a moment , the door swings open , revealing Old Tim , a pipe in his mouth , holding the cat , stroking its fur .Old Tim moves into the room and gestures for Luke to follow him .

The room is lit by a small table lamp next to the neat cot , which is perfectly made , military - style .Old Tim points to a ragged , overstuffed easy chair next to the `` kitchen '' area - a sink , dishes and utensils , a tiny icebox . Luke sits in the chair , and Old Tim sits on the cot , facing him . Silence . Luke glances up at a photo atop the bureau . ON THE PHOTO It 's a much younger Old Tim , looking quite serious and handsome in his Great War doughboy 's uniform . The cat jumps down from Old Tim 's arms and moves to Luke . He rubs against his legs , purring . Luke leans down to pet him .Pause , then suddenly .Luke looks up at the old man , who stammers when he speaks more than a couple of words .Old Tim puffs on his pipe , strangely detached .

It 's a pretty typical bachelor 's apartment . The `` SAND PIRATES '' poster leans up against a chair . Pete 's two boxes of belongings from the studio are on the coffee table , the empty bottle of Jack Daniels on top . There 's an insistent KNOCK at the door .We HEAR the key in the lock and the door swings open , revealing the building SUPER , 50s . Behind him is Leo Kubelsky . They enter the room , and the Super sniffs the air .Leo moves to the boxes and rummages through them . He picks up the empty bottle , examines it .Leo peels off a hundred - dollar bill .The Super exits and Leo crosses to the phone and dials `` O. ''

Well, his rent's past due and he said to call you in case of an emergency. He lose his job or somethin'?

Here's a new key for ya. That Mr. Kubelsky, he's got you paid up through this month. You got one swell friend there.

ON A DOOR It reads : `` OFFICE OF THE MAJORITY COUNSEL - MR. ELVIN CLYDE '' AGENT WALTER SAUNDERS and AGENT STEVEN BRETT , both 30s and G - men to the core , hustle into the office .

ELVIN CLYDE is 35 , a small , thin - lipped , reptilian man in the Roy Cohn mold . He 's on the phone at the moment .Clyde 's SECRETARY knocks on the door , sticks her head in .Clyde 's eyes brighten .Saunders and Brett stride into the office .They stop , shuck off their hats . Saunders starts over again .Clyde grins darkly .Clyde considers this for a beat , then :

You say you know nothing about it. You say this, yet you offer no proof. How am I supposed to believe you?

We've got a situation developing out on the coast. Appleton's just been reported missing.

Los Angeles Police Department investigated. His car's missing. No signs of forced entry or struggle at his apartment.

You two are on this as of now. Tell the LAPD their investigation has been federalized on my order. You find me this Appleton.

Thank you Mr. Chairman, and thank you Mr. Appleton, for appearing today.

Mr. Appleton, you mention that your home is Hollywood, California. But is n't it true that for the last several months, you've made your home in a town called Lawson, California?

Is that because you were masquerading as Luke Trumbo while you were in Lawson?

Yes, I see that Private Trumbo was reported missing in action and is presumed dead. I also see that you were posted stateside during the war. Fort Dix?

Well, I'm sure we're all glad to see you came through it all right.

Now, I see that you've been running a movie theater in Lawson called `` The Bijou,'' is that also true?

Anyone who reads the newspaper is quite familiar with your. `` accident,'' Mr. Appleton. An accident which, conveniently, came hard upon your dismissal from United Pictures. Tell us, this `` accident'' of yours, are we given to understand that it affected your memory?

We. appreciate. your little note of levity, Mr. Appleton, but this is a very serious matter, and it merits your fullest attention.

I'm interested in knowing if you remember things you did in your past, or if they've been conveniently `` blotted out'' as a result of your `` accident.''

Now, I hold in my hand a photostatic copy of the attendance roster for the `` Bread Instead of Bullets Club'' of the University of California, Los Angeles, dated October 11, 1935. A copy of this paper is before you, Mr. Appleton. Do you recognize it?

Referring to line thirty - seven of the document, does your printed name and signature appear there?

Mr. Appleton, please tell this committee what was the nature and purpose of the `` Bread Instead of Bullets Club?''

We see it. For the record, it reads `` Lucille Angstrom.'' What's the point of this?

Are you asking this committee to believe that you attended a meeting of a communist party front organization in order to impress a girl?

All right, Mr. Appleton. That was what you knew then. What do you know now?

Are you now, or have you ever been, a member of the communist party?

Yet you're contradicting yourself. You earlier testified that you attended a meeting of a communist party - run organization, yet you just said, under oath, that you were not now - nor ever - a member of the communist party.

Mr. Chairman! Mr. Chairman, the witness is making another speech. I would ask that Mr. Appleton be admonished.

I'm Special Agent Walter Saunders, this is Special Agent Steven Brett, FBI. May we have a word with you?

A couple of days ago, a county flood control maintenance crew pulled a car out of the Lawson Wash ocean outlet. They checked its registration, and when the owner was identified, they notified us.

Now that you remember who you are, were you planning on telling anyone your true identity?

Mr. Appleton, I have reason to believe you're holding something back, and that just rubs me the wrong way.

Sir, that's a photo of man named Peter Appleton. He's been missing from Los Angeles for close to three months now.

Luke is sitting at the desk , making notes and adding up some figures . He puts his pencil down and rubs his eyes , then looks up at HARRY AND OLD TIM who are sitting on the floor , going through piles of lobby cards and folded one - sheets like little boys fascinated with their baseball cards . He shifts his gaze to MRS. TERWILLIGER who is straightening out and dusting the tops of the two or three file cabinets in the corner of the office . As she works , she hums an old song , occasionally breaking into the lyrics :Luke takes a breath :Off everyone 's worried looks , we A TV SCREEN It 's tiny , with rounded corners , black - and - white , and a hopeless chaos of horizontal bars and snow . WIDER

Doc Lardner is fiddling with a brand - new console television set , trying vainly to tune in a clear picture of `` Your Show of Shows . '' He adjusts the dials , fiddles with the rabbit ears , steps back - and is successful . SID CAESAR And IMOGENE COCA are involved in an elaborate pantomime sketch , and Lardner fairly roars with laughter . He turns to go back to his chair , but the second he does so , the reception goes haywire . He returns to the spot in front of the TV , and the picture is perfect again . The DOORBELL RINGS . He 's torn - if he moves , the picture will break up . The doorbell RINGS again , and we HEAR Adele 's voice from upstairs :There 's a KNOCK at the door .He moves from his spot . The reception goes bad , and he marches to the door . He opens it , and Luke is standing there , wearing a slightly out - of - date coat and tie .Lardner freezes , staring at Luke .Adele comes down the stairs . Halfway down , she stops suddenly and stares at Luke .Awkward pause . Adele 's staring at Luke , Lardner 's staring at Luke , and Luke 's getting nervous .Adele comes down the stairs .Another awkward pause as Adele and Luke stare at each other . Lardner breaks it .He glances at the TV set . The picture is suddenly crystal clear .Adele takes Luke 's arm and they exit , exchanging goodnights with Lardner , who closes the door and turns toward the living room . S - l - o - w - l - y , he sneaks into the room , watching the TV carefully all the while . The reception is staying perfect . Caesar and Coca are involved in an intricate bit of business , and Lardner wants to laugh , but he 's afraid to . He stifles his urge , and heads for his chair . Gingerly , he sits . Still perfect . Satisfied , he finally LAUGHS out loud and puts his feet up . The picture goes completely haywire again .

Adele and Luke walk along , arm - in - arm .Pause .Adele stops .Adele glances curiously at Luke as we A CLARINET launching into the opening bars of `` Do n't Be That Way , '' an old Benny Goodman tune .

Spencer Wyatt 's big ban is comprised of a dozen or so MUSICIANS about Spencer 's age - except for the drummer , AVERY WYATT , 40s , Spencer 's dad . Though no Gene Krupa , he pounds the skins pretty well , all the while smiling proudly as his son plays clarinet and leads the band . Despite the last minute decorations , the Square looks nice , hung with multicolored paper lanterns and colored lights . ON LUKE AND ADELE dancing to the music , along with several other COUPLES .They dance a bit .And as they dance away , we THE SAME - LATER ON THE REFRESHMENTS TABLE Luke is pouring two glasses of punch , while Adele is being shyly admired -LRB- and having her ear bent -RRB- by two twin brothers , ALEX and CHARLIE MCKENNA , mid - 20s .The brothers laugh goofily .THE SAME - LATER Adele and Luke are slow dancing to `` Thanks for the Memory . ''They laugh and dance a bit more .Luke dances Adele away , a slightly nonplussed expression on her face . The band finishes the song , and everyone enthusiastically APPLAUDS . Spencer bows shyly , blushing slightly . He nods to the band , and they bow before he motions for the crowd 's attention .The crowd yells `` No ! , '' `` You guys sound great ! , '' etc. .He holds up the clarinet and scans the crowd until he sees Luke .The crowd APPLAUDS warmly .The crowd APPLAUDS as Ernie Cole mounts the band riser . He turns and addresses Avery Wyatt , on drums .Avery smiles broadly and beats the KICK DRUM five or six times to register his reaction . ON THE KICK DRUM - `` WYATT 'S HARDWARE , LAWSON , CALIF. ''APPLAUSE again , and Ernie waits for it to settle . As soon as he starts speaking , the crowd becomes totally silent .Ernie 's voice cracks slightly with emotion . He clears his throat and continues .The crowd APPLAUDS . Adele takes Luke 's hand and smiles . Ernie wipes his eyes and changes the subject .And Spencer kicks the band into the next tune as we THE SAME - LATER Luke and Adele come over to Harry and Mrs. Terwilliger , standing at the periphery . Old Tim stands a few feet back .Mrs. Terwilliger blushes .Harry touches Luke 's arm .Goodnights are exchanged , and the trio leaves . Alex McKenna comes up to Adele and taps her on the shoulder .Alex leads her to the dance floor as Adele shoots Luke a little `` help me ! '' look . Luke smiles back and watches the dancing crowd . After a moment , a man in a white suit and bow tie , ROSCOE FITTS , 40s , comes over to Luke and extends his hand .Fitts takes Luke 's hand and shakes it .As Luke watches Fitts walk off , we THE SAME - LATER ON SPENCERThe crowd MOANS slightly , and Spencer kicks the band into `` Moonlight Serenade , '' slow and easy . ON ADELE AND LUKE As they hold each other close and dance . Adele rests her head on Luke 's shoulder , her eyes closed . Luke strokes her hair and sways her gently to the music . Luke looks toward the edge of the dance floor . LUKE 'S POV Bob Leffert is standing there , staring at the band . Mabel comes up behind him and taps him on the shoulder . She 's asking him if he would like to dance . Bob looks down at the ground , self - consciously shoves his hook - hand in his pocket and moves away , leaving Mabel standing there . As Luke watches and the MUSIC CONTINUES OVER , WE Luke and Adele dancing . walking slowly arm - in - arm down Adele 's street , up her walk to her door . kissing passionately on her doorstep . Adele going inside and Luke walking away , each unable to take their eyes off the other . Luke walking the quiet streets of Lawson , smiling beatifically .

You're the luckiest guy in town, Luke. Delly's ` bout the prettiest thing ever come outta Lawson.

Yessir, ` bout the prettiest thing we ever seen, ai n't that right, Charlie?

Luke, you probably do n't remember me, Roscoe Fitts, I'm the grocer here in town.

And I hear you and Harry are planning on re - opening the Bijou.

I can only imagine. You know, I spoke with your Dad last year about maybe taking the Bijou off his hands. I do n't think he gave it very much thought.

Luke, I'm hopping you can help him see the reality of the situation. I'll come to the point. I want to buy the property, and I'm prepared to offer six - thousand dollars for it. And that's just for the property, mind you. If you want, I'll leave it to you and your father to dismantle and liquidate the building for whatever salvage value it has, and you keep those proceeds. I just want the land.

The days of the storefront grocery are numbered. I plan on putting up a free - standing supermarket.

You think it over. No reason to risk financial ruin for the sake of a crumbling old building.

Luke turns the corner and heads for the theater door . He pulls out his keys and enters .

Luke 's about to close the door , when he looks down and sees CAT MEOWING at him from the sidewalk . He holds the door open , and Cat shoots into the lobby , disappearing into the auditorium . Luke closes the door . and stops . He HEARS something , and so do we . Soft and faraway , it 's a PIANO . The melody is soft , lilting - almost a lullaby . Luke turns toward the music , which is coming from the auditorium . The piano continues , building slightly in volume . He moves to the auditorium doors and tentatively pushes one open .

Luke enters , his face bathed in the soft , flickering , reflected light of THE SCREEN . The movie is `` The Big Parade . '' The old , decomposing nitrate print is badly scratched and stained . A young , beautiful Renee Adoree is bidding a tearful farewell to her lover , John Gilbert , as he marches off to fight the Great War . Luke stares at the screen . The look on his face is one of bewilderment - and awe . ANGLE - THE PIANO The rickety old upright is tinny - sounding and slightly out - of - tune . But it really does n't matter . CLOSER Mrs. Terwilliger is playing passionately . She never takes her eyes - which are full of tears - off the tattered screen , except to close them when she is overcome with emotion . Even so , she never misses a beat . HER HANDS fairly dance upon the keys . Stiff and wrinkled as they are , they manage to elicit every possible fragment of sensitivity that the old piano can muster . Luke is moved by what he 's witnessing . This is the magic . WIDER ANGLE - THE CENTER SECTION To the right of Luke , sitting in the center of a row , is Old Tim . Stroking Cat , Old Tim stares at the poignant scene unfolding on the screen , pausing only to wipe his eyes and nose with a handkerchief . He does n't notice LUKE who looks up towards the projection booth . A BRIGHT , WHITE , FLICKERING LIGHT , filling the frame . We 're looking directly into the beam of light radiating from the projector . PUSHING INTO THE LIGHT , we get closer to the windows of the booth . We come out of the beam and can just barely make out the figure of Harry , framed in a small window next to the projector . WE CONTINUE PUSHING IN - closer and closer - until Harry 's face fills the screen . He is watching the film ; his eyes are wide and moist , as though he 's experiencing the magic that 's unfolding on the screen for the very first time . The warning bell on the projector CHIMES THREE TIMES , signaling the end of the reel . Harry moves away from the window .

Never taking his eyes off the screen , Harry watches as the film comes to an end and flap ! falp ! falps ! out of the projector . He kills the motor and cranks the carbon arcs apart , and the bright beam dies . It 's not the end of the movie , but it is the end of the only fragment they have . Harry moves to the house lights rheostat , and slowly fades them up . This done , he pulls a handkerchief from his back pocket and blows his nose loudly . He crosses back to the projector , unlatches the full take - up reel and takes it down . He 's about to move away , when he senses that he 's not alone . He looks over the projector to see LUKE , standing there . Their eyes meet . Someone should say something - both men search for words . Suddenly , Luke feels very out - of - place , almost embarrassed - as though he 's interrupted a very private ritual . Harry senses this . Clutching the precious reel of film tightly to his chest , he searches Luke 's face and smiles warmly .Father and son look at each other for a long moment - searching each other 's eyes . Harry smiles a sort - of half - smile at Luke , and , still clutching the reel , crosses to the rewind bench . Methodically , he mounts it and threads the end of the film onto an empty reel . Slowly , he begins to turn the crank , rewinding the film . He stops and looks to where Luke was standing . but he 's not there . ANGLE - PROJECTION BOOTH DOOR Luke is leaning up against the wall just outside of the projection booth . ONE LUKE As he closes his eyes . FADE TO BLACK . ON HARRY In bed , sound asleep , snoring . A HAND reaches into frame and shakes him awake .Harry opens his eyes and looks up .

A meeting of the Lawson City Council is in session , Mayor Cole presiding . Of the dozen council MEMBERS , we also recognize Avery Wyatt and Roscoe Fitts . VERA DWIGHT , the council secretary , a cherubic woman in her 40s , is reading the minutes of the last meeting .As Vera speaks , the meeting room door opens and Luke , Harry , Old Time and Mrs. Terwilliger slip inside and take seats on the unoccupied benches .Ernie notices Luke and the trio .Luke stands .DALEY THORNHILL , 30s , the council parliamentarian , pipes up . He 's waving a copy of `` Roberts Rules of Order . ''Ernie rolls his eyes , then quickly and mechanically , without inflection :Pause . Ernie turns to Luke and smiles .Fitts leans forward .He looks at Harry and smiles .The council members MURMUR amongst themselves , then :

Finally, Roscoe Fitts moved, and Red Curtis seconded, that the council form a committee to investigate the adoption of a new property taxation structure. Motion carried, nine to two, one abstention.

Point of order, Mr. Mayor, this comes under the heading `` New Business,'' and this is not the time.

Motion to encourage the citizenry of Lawson to help out the Bijou in any way they can.

As the entire city council and the Bijou trio looks on , Luke moves to the memorial and pulls down the huge piece of muslin covering it . Harry steps forward and gathers some of it in his arms . Ernie and Daley step forward and look up at the monument . Ernie touches the names of his two sones inscribed on the base of the monument .Luke overhears this last , and as he smiles , he turns to Harry , who brightens as he pulls a large section of the muslin taut between his outstretched arms . MONTAGE - WITH SOME HARD - DRIVING BOOGIE - WOOGIE UNDER . ANGLE - THE SCREEN Harry 's on a ladder , snipping the cords holding up the old screen , which is dropping , bit - by - bit , into the arms of Luke and Adele , who are surrounded by a group of LITTLE KIDS , watching the goings - on in wide - eyed awe . Harry snips the last line , and the rest of the old screen drops down on Luke 's head . Suddenly . LUKE 'S A GHOST ! He raises his arms and plays the bogeyman for the kids , who scream in mock terror and scatter , as Harry and Adele laugh .

Old Tim and Harry carry a dilapidated row of seats up the aisle , as Adele and Mabel move in , tearing up the rotten carpeting and sweeping up the dust and debris . The men are having a tough time carrying the seats , and just as they 're about to drop the row , someone rushes in next to Harry and grabs his end . It 's Carl Leffert . A second later , someone else grabs Old Tim 's end . BOB LEFFERT has a good purchase on the seats with his good hand and his hook . He nods to Old Tim , who steps away , mopping his brow . Luke smiles as he sees this from the front of the auditorium .

Harry , Stanton and Mrs. Terwilliger , with the help of Avery Wyatt and his son Spencer , tear down the rotting draperies and scrape off the wallpaper covering the lobby walls . Then , as Harry , Spencer and Stanton sand down the walls , Avery and Mrs. Terwilliger hand them freshly - mixed cans of red wall paint and brushes . Immediately , they all set to work painting .

Luke is on the roof of the theater , pliers in hand and tool box nearby . He 's just straightened out the `` J '' and he steps back . carefully . to admire his handiwork . For the first time in a long time , the sign actually reads , `` THE BIJOU . '' But not for long . Luke tenses . the building starts shaking . and the train passes by behind the theater . Luke lunges out of the way as three letters shake lose and fall . Once again , the sign reads , '' HE B J U. '' Luke winces .

Ernie Cole and Avery Wyatt stand solemnly at the front of a small group gazing at the base of the war memorial , as it takes shape in a prominent place in the square .

Harry is on a ladder , attaching the final spring stretcher to a corner of the muslin . It snaps into place , and voila - new screen ! Luke , Adele , Doc Lardner , and Sheriff Eldridge , standing below , applaud enthusiastically .

As work progresses all around her , Mrs. Terwilliger has just finished dusting off the piano . She opens the keyboard cover and trails her hand delicately over the keys . She sits , closes her eyes , and begins to play - Chopin 's Op. 10 Etude No. 3 - delicate , flowing music . Even though the piano is a bit out of tune , it 's still beautiful . As she plays , all the work slowly comes to a halt . Before long , all eyes are on her . Everyone 's listening . Transported . After a moment , she stops . Overcome . Everyone applauds . Surprised , Mrs. Terwilliger stands , and , blushing , bows .She sits at the piano .Reluctantly , Luke sits down to her left . As she begins to play a Chopin waltz , she encourages him to keep the 3/4 time .But it 's clear Luke has no idea what he 's doing . He 's just plunking bass notes . But after a moment , the bass figures he 's improvising start to change - and before long , it 's transformed into the eight - to - the - bar figure of a boogie woogie beat . Mrs. Terwilliger stops playing , annoyed .She stands and moves away . Luke keeps playing , grinning madly - he 's loving it ! After a moment , Spencer Wyatt runs over and takes Mrs. Terwilliger 's place , improvising the top half to Luke 's bass line . OLD TIM is tapping his foot to the beat . He turns to Adele and says :Off Adele cracking up . THE MONTAGE CONTINUES .

Luke and all the letters up again . He steps back , checks his watch , and like clockwork , the rumbling begins and a train goes by . This time , however , only the `` J '' tips over at a jaunty angle . Luke smiles .

Luke , Adele and Harry , wearing coveralls , sit at the counter , devouring hefty plates of turkey with dressing and mashed potatoes and gravy . Luke 's and Adele 's hair is practically white from plaster dust and Harry 's face and hands are stained with paint specks . At the other side of the counter , Mabel is chatting amiably with Bob Leffert . She smiles at him warmly , then turns to refill Harry 's coffee cup . Harry thanks her , then turns back to the newspaper he 's reading . INSERT - THE FRONT PAGE OF THE LAWSON JOURNAL - AMERICAN Prominent is the black - and - white photo of a little boy and a policeman holding up Pete 's jacket , with the accompanying headline : BOY , 5 , FINDS SUSPECTED RED 'S JACKET ON SANTA BARBARA BEACH . Hollywood Writer Feared Dead . Were Red Agents Involved ?

Luke 's standing near the sign . He yells to Adele , down below on the ground . She , in turn , yells to Harry , standing near a switch panel behind the candy counter . He throws the switch . and the sign lights up beautifully ! Then , they all feel the rumble - the train rolls past , and , although they rattle and shake , no letters fall . A CHEER goes up from Adele , Harry , and the small crowd of ONLOOKERS below . Delighted , Luke takes a formal bow . The boogie - woogie ends as we

ON THE MEMORIAL Complete and polished , standing proudly in the center of the square . WIDER It 's a clear , balmy day , and the whole town is turned out . Mayor Ernie Cole is at the podium . He finishes his remarks , then picks up the two faded gold stars representing the lost lives of his sons . He holds them up , high above his head . ON THE CROWD One - by - one , the gold stars of the town 's boys are solemnly held aloft by their loved ones . Luke and Harry stand at the side of the square , looking out at the sea of four or five dozen gold stars being held aloft . Luke catches a glimpse of a man in an army uniform . LUKE 'S POV It 's Bob Leffert , standing with Mabel , looking very sharp in his dress greens . He brings his hook - hand up and salutes smartly . Mabel takes his good hand , squeezes it as she blinks back tears . Luke smiles at this scene as Harry wipes his eyes and puts his arm around Luke 's shoulder , pulls him close and kisses him on the forehead . THE SAME - LATER The Lawson High School Marching Band is set up on the steps of City Hall , playing the `` Star Spangled Banner . '' They are being conducted by their director , MR. PHILLIPS . Luke and Harry , hands over their hearts , watch and sing along . Then , Luke takes a closer look at the DRUM MAJOR . ON THE DRUM MAJOR , a tall young man wearing an ornate brocaded red and white uniform with `` LHS '' emblazoned across the chest . ON LUKE He has an idea . The anthem ends , and Luke excuses himself and moves forward , buttonholing Mr. Phillips as he comes down the steps .

Luke and Adele are on ladders , hanging letters on the marquee , which reads : GRAND RE - OPENING TONIGHT ! GENE KELLY , AN AMERICAN IN PARIS . Harry comes outside and gets their attention . Grandly , he gestures toward the door , and out strides OLD TIM , wearing his new uniform - it 's the Lawson High School drum major 's uniform , modified here and there . `` B - I - J - O - U '' is proudly emblazoned across his chest in gold brocaded letters . Luke and Adele applaud . Old Time looks up at them - AND SMILES !

Old Tim stands at attention , clutching the front door handle . Mrs. Terwilliger , wearing a new dress , her hair newly and perfectly coiffed , stands at the ready at her candy counter , ready to sell tickets and refreshments . Harry and Luke nervously pace the lobby . Luke checks his watch . It 's time . He shakes Harry 's hand , and nods to Old Tim , who swings the door open . ON THE DOOR Immediately , PATRONS come flooding into the theater . Luke exchanges surprised glances with Harry - then walks outside . OUTSIDE THE THEATER Luke comes out and looks down the block . HIS POV The line of PATRONS stretches two deep down the block and around the corner . Luke smiles . Success . THE BIJOU 'S MARQUEE - `` FRED ASTAIRE - ROYAL WEDDING ''

Luke 's selling tickets from behind the candy counter while Mrs. Terwilliger sells refreshments to a line of CUSTOMERS . Luke sells a ticket to a WOMAN , who moves away , revealing BOB LEFFERT AND MABEL . Luke smiles at Bob , who smiles back , his eyes now fairly dancing with life . He plunks down his admission , and Luke hands him two tickets , which he takes with his hook - hand . Mabel smiles at Luke , takes Bob 's good hand , and they move away , revealing A FARMER AND HIS WIFE , 50s . The Farmer steps up and holds out a plucked chicken by its neck . Luke , surprised , jumps back - then smiles , pulls off two tickets , and exchanges them for the chicken . THE BIJOU 'S MARQUEE - `` THE DAY THE EARTH STOOD STILL ''

The only light back here is the light of the movie , spilling through the screen . Luke is straightening up the backstage storage area , when Adele taps him on the shoulder . He turns , and she throws her arms around his neck and kisses him . She hands him a paper to read . ON THE PAPER Luke angles it so he can read it by the light of the screen . It says : California State Bar Association . ADELE LOUISE LARDNER has PASSED the State Bar examination . Luke , thrilled , grabs Adele and picks her up , twirling her around with joy . He sets her down and kisses her passionately . THE BIJOU 'S MARQUEE - `` SAND PIRATES OF THE SAHARA ''

Harry is frantically threading the changeover projector . The bell on the running projector DINGS ! once , signalling that the reel is coming to an end . Harry looks out the window at the screen , then back to the task at hand .

Luke comes out of the office carrying a folded movie poster . With a satisfied smile , he walks through the lobby , admiring how handsome the old place looks . Old Tim , snappily attired in his uniform , is sweeping a tiny pile of debris into a dustpan . Mrs. Terwilliger is straightening up the candy counter . All is well . Luke goes to the lobby 's poster case . He opens it , and unfolds a brand - new one - sheet poster for `` SAND PIRATES '' - the same design as the one - sheet we saw in Pete 's apartment . Methodically , he thumbtacks the poster up and closes the case . As Luke passes the auditorium doors , a MAN comes out of the theater and crosses to the candy counter . The door stays open for a moment , and Luke decides to duck inside and catch a bit of the picture .

ON THE SCREEN - `` SAND PIRATES OF THE SAHARA '' The second - to - last reel of a black - and - white early - 50 's programmer . It 's nighttime in the desert . A huge full moon hangs over a B - movie soundstage version of the pyramids . GREGORY , a dark , handsome leading man in a pith helmet is engaged in a fierce swordfight with KHALID , the villain . Pete takes a seat on the aisle near the door .Khalid lunges and draws Gregory 's blood .Luke 's look is `` How did I know he was gon na say that ? '' Onscreen , an EVIL HENCHMAN is sneaking up behind Gregory .Pete did it again . Onscreen , Gregory turns and kills the Henchman , then quickly dispatches Khalid . He stands over the body , catches his breath and says :REBECCA , a beautiful American woman , comes into view and takes our attention because she 's being played by Sandra Sinclair , Pete Appleton 's ex - girlfriend . ON LUKE His mouth is gaping open . He stares at the screen .Luke stands . Confused , he stumbles backward , moving into the lobby as the Man goes back into the auditorium with his popcorn and the door closes .

Luke is staring at the closed auditorium doors . Old Tim and Mrs. Terwilliger take note of his odd behavior .Without answering , Luke turns and runs to the poster case . ON THE POSTER - `` SAND PIRATES OF THE SAHARA '' Forget the cheesy B - movie artwork . As Luke looks at the poster , it 's clear that he 's remembering something . He looks at the picture of Sandra - then scans down to the credits block at the bottom of the poster . His eyes lock upon WRITTEN BY PETER APPLETON .Suddenly , all of Pete Appleton 's worries have come crashing down on him . because he remembers .

The warning bell DINGS ! twice , but the changeover projector 's carbon arcs keep sputtering and the motor keeps dying .Harry 's trying to keep the projector going , as the previous reel is about to end . Given no other choice , he finally gives the changeover projector a good swift kick . It hums to life . A perfect changeover . Harry pets the projector .As he turns away , he feels a sudden , sharp pain in his left arm . Wincing , he grabs his arm , staggers back towards a chair , and sits heavily . He tries to clear his throat , but it dissolves into a hacking , choking COUGH . He tries to stand , but drops to his knees , clutching his left arm harder than before .Harry falls to the floor , and as he does THE FILM breaks in the projector gate . flap ! flap ! flap !

Luke is still staring at the poster , lost in thought . Offscreen , we HEAR the audience WHISTLING AND HOOTING in reaction to the broken film . Mrs. Terwilliger has been calling Luke 's name , but he does n't come out of his stupor until Old Tim comes up behind him and spins him around .Luke stares wide - eyed at the old man .Finally , Luke pulls himself together , hears the audience noise , and moves toward the auditorium doors .

Amid the shouting and tossing of popcorn and debris , Luke tries to regain his composure as he strides down the aisle toward the stage .The crowd quiets down a bit . Luke shields his eyes from the light and calls up to the projection booth .No reaction . Just the flickering beam of light .Luke , gripped by a sudden fear , rushes up the aisle and into the lobby . The crowd goes silent .

Old Tim and Mrs. Terwilliger watch as Luke tears into the lobby and makes for the balcony stairs .

and charges between the seats and up the stairs to the projection booth .

Luke bursts in the sees Harry on the floor . He rushes over and kneels down next to him .A MAN pops his head into the projection booth door .

Harry is in bed , eyes closed . Doc Lardner has a stethoscope to his chest . He leans up and pats Harry 's hand . He stands and comes over to Luke and Adele , who are near the door . Just outside , angling for a view into the room , are Old Tim and Mrs. Terwilliger .Harry 's eyelids flutter .Luke rushes to Harry 's side and takes his hand .Luke smiles .Harry smiles . Luke kisses his hand and leans up , whispering in Harry 's ear :Harry smiles faintly , looks at Luke . He nods , then closes his eyes .Slowly , Harry exhales . His face relaxes , completely at peace . He does n't breathe again . Luke looks at Harry 's face for a moment . Then as the tears well up , he leans over and ever - so - gently places a kiss on Harry 's forehead .

It 's a beautiful , bright , sunny day . Luke and Adele stand at the front of the large group of mourners . REVEREND COLEMAN , 50s , conducts the service .Everyone bows their heads .Luke looks up at the sky , then steps forward and lays a single rose on Harry 's casket . Then , as everyone surreptitiously watches , he turns and walks away from the gravesite , toward the cemetery entrance . Adele watches Luke depart . ANOTHER ANGLE . and she 's not alone . Agents Saunders and Brett are watching everything from their car , which is parked nearby . As Luke walks away , Saunders snaps his photo with a long - lens camera . THE BASE OF THE WAR MEMORIAL , and Luke 's name inscribed there .

We commit to the earth the mortal remains of Harry Bernard Trumbo, safe in the knowledge that his immortal soul is at peace and at last reunited with his beloved Lillian in the bosom of the Lord. Let us pray.

`` The Lord is my shepherd, I shall not want, he maketh me to lie down in green pastures.''

Luke stands in front of the memorial , head bowed . After a moment , he sits , leaning against the memorial . ON LUKE Lost in thought , he buries his face in his hands .Luke looks up , squinting . Adele stands above him , backlit by the golden light of the sundown .She sits next to him . Tentatively , she touches his shoulder . He leans into her , and she enfolds her arm in his . Pause .Suddenly , Adele feels as though she 's walking on eggshells .She closes her eyes . All her suspicions are suddenly confirmed .Her tears start , and she moves to hug Luke - but instead , she starts hitting him , flailing , beating on his chest . He hugs her tightly , and she completely lets go .She pulls away , stands , and looks him in the eye . Luke rises .Luke moves toward her . She backs away .She 's still sobbing . He moves to her , takes her in his arms .She runs off , crying .

ON SHERIFF ELDRIDGE , making short work of a steak and eggs . As he powers down his meal , Agents Saunders and Brett , distinctly out - of - place in their dark suits and hats , enter the diner . They take note of Eldridge , and come over .They flash identification , which Eldridge notes .They sit across from Eldridge . As Saunders speaks , Agent Brett pulls a photo from his coat pocket .Agent Brett slides the photo toward Eldridge . ON THE PHOTO It 's Peter Appleton - Luke .

-LRB- Oh , and by the way , from here on , he 's PETE again . -RRB- Pete sits across from Eldridge , Saunders and Brett . The silence in the room is thick .Eldridge glances at Agent Saunders , who stares at Pete impassively .Agent Saunders glances at Eldridge .Pause .

Pete comes out into the bright midday sun . It takes a moment for his eyes to adjust , and when they do , he becomes aware of perhaps TWENTY PEOPLE lining the sidewalk in front of the station . PETE 'S POV We recognize several of the people . Carl Leffert . Bob Leffert and Mabel Lanier . Daley Thornhill . Katie Rutherford . Stanton Lawson . Now , there 's nothing in the least bit threatening about the gathering - and that 's what 's so disturbing about it . They 're not an angry mob , they 're just standing there , running the gamut of emotions . Shock . Disillusionment . Betrayal . It 's an awkward moment . Pete does n't quite know how to react . He wants to go over and talk to them , but he would n't know what to say . He wishes one of them would talk to him , just say something , anything . But no one does . Then , Bob Leffert turns away from Pete . He shoves his hook hand into his pocket and sullenly moves away , followed by Mabel , then his brother , then the others . leaving Pete alone .

Old Tim , in his doorman 's uniform , stands by the open , empty door . Mrs. Terwilliger , behind the candy counter , wipes up an imaginary spill , a full wheel of unsold tickets by her elbow . Pete anxiously paces the lobby . He looks into THE AUDITORIUM . Every seat is empty . He glances at his watch , then turns to Old Tim and Mrs. Terwilliger :As Mrs. Terwilliger and Old Tim silently shamble off , Pete goes over and flips OFF several light switches . Most of the theater goes dark .

Pete sits leaning up against the base of the dark sign . A gentle breeze tousles his hair as he gazes up at the stars . After a moment , he HEARS footsteps coming up the ladder to the roof .Adele climbs onto the roof , comes over and sits down next to Pete .Pause .He turns to her .Pause .Pete ca n't believe he just said that - but he did .Beat .Pete smiles and puts his arms around her .They kiss , and we

There 's a thick bank of coastal fog just down the road , obscuring any view of the ocean a mile away . It 's deadly quiet as gas station owner RORY , late 60s , pulls up and parks his Model A truck . He gets out , and an big old German Shepherd , LOTTIE , jumps out of the truck bed . Rory moves to the door , and is about to put his key in the lock , when Lottie starts whining , looking toward the fog bank and sniffing the air expectantly .He stops - he hears something , too - a LOW RUMBLE . Lottie starts BARKING . The RUMBLE is getting LOUDER . Rory 's getting worried . He looks at THE FOG BANK . It 's starting to GLOW from within . Lottie 's barking gets LOUDER and angrier . Suddenly , a large black car punches out of the fog bank and tears down the road . It 's followed by another , and another - and perhaps a dozen more cars and trucks , all heading hell - bent - for - leather toward the town . Rory moves toward Lottie , trying to quiet her as the cars fly past the station .

Shhhhh. I know, Lottie. This time, I thought it was the Martians for sure.

The place is bedlam , overflowing with REPORTERS , NEWSREEL CAMERA CREWS , PHOTOGRAPHERS , you name it . A RADIO CREW is broadcasting in front of Mabel 's Diner . The REPORTER is on - the - air , hugging his microphone , speaking above the din . Mabel stands next to him , his hand on her shoulder . Bob Leffert stands nearby , grim .Mabel glances at Bob , who lowers his head .

I'm here with Mabel Lanier, the owner of the diner here on Commerce Street where Appleton often took meals. Mrs. Lanier, tell me, what are your thoughts about having such a celebrated suspected communist in your midst all this time?

What she's referring to folks, is yet another bizarre twist in this story. Not only is Appleton alive, but he's been suffering from amnesia and living here in Lawson, where, due to a startling resemblance, everyone in town for the last three months has taken him for one of Lawson's dead war heroes, Albert Trumbo.

Pete is at the desk , staring into space . Adele leans against the radiator behind him . The silence in the room is thick . Across the desk from Pete sits Leo Kubelsky .Leo stands and walks to the window .Leo turns to her and smiles . His tone is charmingly matter - of - factly , not condescending in the least .Leo takes out a cigarette , lights it .Leo pulls a folded paper from his coat pocket and hands it to Pete .There 's a knock at the door . Leo opens it . Standing there is a small MAN wearing a serious suit and an even more serious fedora .The Man reaches into his breast pocket and withdraws a blue backed folded document , which he hands to Pete . As he does , a FLASH lights the room . At the door , a pair of PHOTOGRAPHERS and a NEWSREEL CAMERAMAN are jockeying for position . Pete rolls his eyes .Pete takes the subpoena . There 's an awkward moment , as the newsreel camera is still rolling . Pete cradles the subpoena like an Oscar statuette and smiles into the lens .THE SUBPOENA in a partially - packed suitcase . WIDER

Peter Appleton, you are hereby subpoenaed to appear as a witness before a special session of the House Committee on Un - American Activities. You are to appear in Los Angeles, California, at the Biltmore Hotel, at the date and time specified herein.

Pete is sitting in a chair , reading the statement Leo gave him .He scans down the page . It 's a long list .He HEARS a `` meow ! '' And turns to look . CAT is standing in the bedroom doorway . He folds up and pockets the list .After a moment , Old Tim appears in the doorway , wringing his knit cap in his hands .Pete stands , gestures Old Tim to the chair , as he sits on the bed .He sits . Pause .Pete turns to Old Tim , fixes him in the eye .Pause , as Pete gathers courage and tries to find the words .Old Tim stands and looks askance at Pete . Pause .He leans down to Pete .Old Tim straightens up , nods at Pete . Then , silently , he picks up Cat and exits .

Pete and Adele walk slowly down the platform toward the waiting train .They both smile as the train 's HORN blows .Pete picks up his suitcase and they walk toward the passenger compartment .Adele pulls a pocket - sized leather - bound book out of her purse and hands it to Pete .INSERT - THE BOOK Well - worn and scuffed , nevertheless the title is clear : CONSTITUTION OF THE UNITED STATES , ANNOTATED EDITION . Pete looks at the book , then at Adele .She thinks for a moment . She needs the right words .The train pulls out . Adele and Pete exchange waves as we

The House Committee on Un - American Activities has effectively taken over the Grand Ballroom of this magnificent hotel , and the joint is packed to the rafters . Members of the AUDIENCE crane their necks to see out into the hallway , from where the witnesses will be entering . The COMMITTEE MEMBERS are seated at their dais , brightly lit by the dozens of newsreel and TV lights . Elvin Clyde is seated at the far right . Dead center of the dais is the Chairman , CONGRESSMAN T. JOHNSTON DOYLE of Wisconsin , a husky man in his late 50s . He SLAMS his gavel down several times and the room goes quiet - the talking stops , and the cameras start whirring .

Adele 's in a chair , eyes glues to the TV set . Mrs. Terwilliger and Old Tim sit on the couch , watching attentively . Doc Lardner 's in a straight - backed chair at a jaunty angle to the set , holding the rabbit ears uncomfortably high aloft .Lardner forces a smile at Mrs. Terwilliger and Old Tim .

The agenda for this morning's special session of the House Committee on Un - American Activities shows a number of witnesses, and I'd like to admonish those that are here to view the testimony of our first witness to keep order at all times, or this chamber will be closed. I'm referring especially to the ladies and gentlemen of the press. I hope that's clear.

Do you swear that the testimony you are about to give before this committee of the United States House of Representatives will be the truth, the whole truth, and nothing but the truth, so help you god?

Be seated and state your full name and place of residence for the record.

The chair notes that you are appearing without the benefit of counsel today, Mr. Appleton. We certainly hope this means that you intend to be fully forthcoming with this committee?

Now, we're informed that you have a statement you'd like to read, is that correct?

Very well then, the questions will be asked by the Majority Counsel, Mr. Clyde.

Mr. Appleton, you will respond to the questions of this committee without elaboration or speechmaking, or the chair will find you in Contempt Of Congress. You will not be warned again, is that clear?

The witness need not be hesitant to say anything before this committee, as long as it's the truth.

Mr. Appleton, you are making light of a legally constituted committee of the United States Congress. Believe you me, you do not want to incur our wrath.

Mr. Appleton, there is no question before you at this time, but I'm sure Mr. Clyde has plenty more prepared, and if you'd like to either answer them or plead the Fifth Amendment, we can at least get on with the business of this committee.

The witness will resume his seat! Did you hear me?! You are not excused, Mr. Appleton!

Beat . Doyle scans the room . He clearly means business .All eyes and cameras swing toward the door . ON PETE As he enters the chamber , dozens of FLASHBULBS fire as every eye and every camera follows him silently to his seat . As he sits , he glances behind him . PETE 'S POV Leo Kubelsky is sitting in the front row of spectators . He smiles and nods at Pete . Pete does n't acknowledge him , and turns back .Pete does as instructed .Doyle and Clyde exchange glances .Pete turns in his chair and winks at Leo . Leo rolls his eyes and shakes his head .

Adele breathes a sigh of relief .The TV shot swings to see Elvin Clyde . He puts on his glasses and fixes Pete with an oily grin .

Mabel and Bob listen to the hearing on a radio in the packed diner .

Clyde holds up copies of the Los Angeles Examiner and Los Angeles Times with Pete 's picture on the front page .Beat . Pete smiles .The audience LAUGHS . Clyde nods at Pete , forces a tight smile .

Avery Wyatt listens to the hearing on a store radio . Spencer comes around the paint aisle , wiping his hands on his apron . He moves to the radio and listens solemnly .

Pete looks on the table and finds the roster . He 's surprised to see it .The audience LAUGHS . Doyle BANGS his gavel .The audience LAUGHS . Clyde shoots a look at Doyle , who BANGS his gavel .Clyde shuffles some papers and looks back at Pete .A few members of the audience APPLAUD . As Pete speaks , their numbers grow .Doyle BANGS his gavel several times . Pete stops and the room falls quiet .Clyde takes a long pause for effect , then looks up at Pete .Beat . Pete smiles .Pete shifts in his chair , then leans into the microphone .The chamber erupts in LAUGHTER . Even the other COMMITTEE MEMBERS are laughing , except Clyde and Doyle , who BANGS his gavel vigorously .

Sheriff Eldridge and Daley Thornhill listen to the hearing on the radio . They are both laughing at Pete 's last comment .

Clyde is still protesting , but Doyle waves him off .Pete 's sweating under the lights . He 's bluffed his last bluff , and he 's on the ropes . He reaches into his pocket . and takes out the prepared statement .

He stops suddenly . Pause .Pete fills a glass from the pitcher . Nervously , he spills a bit , and is splashes onto his coat . As some of the spectators chuckle , Pete brushes the water off . He reaches into his pocket , and pulls out Adele 's copy of the constitution . The cover is wet . He wipes it off and sets it down on the table . He takes a sip of water . Looks at the book . Picks it up . Pete 's terrified , but in control . He speaks slowly - he 's making this up and thinking it out as he goes .He opens the book and reads , tentatively at first .Pause . Silence in the room . ADELE She 's smiling at the TV . Her eyes are filled with tears . PETE He looks up at Chairman Doyle . Now fully confident .Pin - drop silence in the room . Pete scans the faces of the panel . All betray anger . ON LEO He ca n't help but smile and nod appreciatively .And with that , Pete closes the book , picks up the prepared statement , rips it up , pushes back his chair , stands and walks toward the door . The cameras swing with him , and FLASHBULBS fire like machine guns . Doyle BANGS his gavel insistently .And then , slowly , APPLAUSE builds in the chamber , reaching a crescendo as Pete reaches the door and exits .

As Pete exits the hotel , a DOZEN REPORTERS AND PHOTOGRAPHERS have him completely surrounded . FLASHBULBS pop . He 's taken aback , flustered .Pete is trapped in the crowd , when he feels a hand on his shoulder . LEO spins him around , and pushes him through the crowd toward the curb .At the curb is a black Cadillac limousine . Leo hauls open the back door and pushes Pete in , before climbing in himself . The limo drives away , as the reporters give chase .

What about the girl, Pete? You gon na marry her? Is she coming to Hollywood, or are you.

Leo and Pete sit side - by - side in silence for a moment . Leo breaks it .They sit in silence again for a moment until Leo reaches into his pocket and withdraws a gold cigarette case , which he opens and offers to Pete .Leo takes one for himself and lights up . Pete takes off his hat and nervously scratches his head .But before Pete can answer .Pete freezes . He slowly turns to Leo .Pete is dumbstruck . He slumps in his seat , ashen .Pete 's breathing shallowly , on the verge of tears or screaming - or both .

The limo pulls up , and Leo opens the door . Pete vacantly grabs his suitcase and gets out . Leo shuts the door and calls after him , waving Pete 's hat .Pete comes back and takes his hat . Leo grabs his hand .As the limo pulls away , we

The door opens , revealing the Super , followed by a sullen Pete , carrying his suitcases and hat . He sets them down and goes to the coffee table , where his boxes of belongings from the studio have been gathering dust these last three months .The Super moves to the door and turns back .He exits as Pete reaches into one of the boxes and pulls out the tin - toy fire truck . Distractedly , Pete puts the toy back in the box and replies too late :He sets his suitcase down and takes off his coat . As he does , Adele 's copy of the Constitution slips out of his coat pocket and falls open to the floor . Pete picks it up and absently turns it over - and the inscription inside the front cover catches his eye : TO DELLY , THE GIRL WITH ALL THE ANSWERS . LOVE , LUKE . Pete closes the book . He thinks for a moment , then glances over at the phone . He picks it up and dials `` 0 . ''

Our view of the moving train is from outside , as it speeds up the spectacular coastline north of Santa Barbara . Looking into one of the train 's windows , we SEE Pete sitting , staring out at the passing scenery .

The train is just pulling in to Lawson . As it SHUDDERS to a halt , the door of the passenger compartment opens and Pete steps out - looks - and his jaw drops open . HIS POV The ENTIRE TOWN has turned out . They 're all there , smiling broadly . A large , hand - lettered banner reads : WELCOME HOME PETE ! LAWSON 'S FAVORITE SON . A CHEER goes up from the crowd , breaking the silence . Pete descends from the train and moves into the throng . The first two people he encounters are Bob Leffert and Mabel Lanier . bob sticks out his good hand and Pete takes it , both smiling as they shake hands vigorously .Mabel 's mouth drops open .As Mabel kisses Bob for all she 's worth , Pete continues into the crowd , where he 's kissed , embraced , patted on the back . ADELE is at the back of the crowd , working her way to the front . She rushes into Pete 's arms , and they kiss . Another CHEER goes up .They kiss again . Pete pulls away and looks at his watch .The train whistle BLOWS as it slowly pulls out of the station .We BOOM UP to see Pete and Adele moving into and being enveloped by the crowd . Spencer Wyatt 's band is assembled in front of the depot office , and they kick into some up - tempo boogie - woogie as we move up and away - still in the same shot - moving over the town , settling down again to grab a shot of the Bijou 's marquee . The neon chaser lights POP ON , illuminating the sign , which reads : THE END Then , the letters on the marquee START SHAKING . We BOOM UP TO THE TOP OF THE THEATER , and the `` BIJOU '' sign . as the train RUMBLES BY behind the theater . and the `` J '' teeters loose and swings by a thread . and we IRIS DOWN ON IT AND . CUT TO BLACK .

Luke. um, I mean, Pete, if it were n't for you, I would n't have had the nerve to ask this fine woman to marry me.

FADE IN : TOP HATS . Clustered in a small glade . As we SUPER TITLES , a BLACK CAT slinks its way through them . As TITLES END-A SECOND BLACK CAT races into frame , HISSING , SPITTING , CHASING the first cat into the woods beyond and we-CUT TO :Moving along a row of CANARIES in CAGES .Stop at a cage . Weathered HANDS envelope the canary . Hands and voice belongs to a man in his 60's- CUTTER .A LITTLE GIRL pershes on a chest in the workshop , watching .Cutter moves to a small ORNATE CAGE resting on a prop table .

If you want Angier's secret you can dig him up and ask him for yourself.

Milton's squadering their goodwill or a bunch of tired second-hand tricks-

Fine- no bullet catch. But a real magician tries to invent something new, something other magicians scratch their heads over-

They'll beg you and flatter you for the secret- but as soon as you give it up you'll be nothing to them. Understand? Nothing. The secret impresses no one- the trick you use it for is everything.

It is. He carries the bowl between his knees for the entire performance.

Begged, borrowed and do n't ask. Mr.Fallon's an enterprising soul.

This is merely a run-of-the-mill daring and spectacular bullet catch-

How often I've fought with my self over that night.. one half of me swearing bling that i tied a simple slip knot... the other half convinced that I tied the Langford double. I suppose I'll never know for sure-

Because, Angier, life is complicated, people are complicated, knots are complicated-

How could I not know? How can you read my story and not understand?

And the trick I've been telling you about. The trick they'll remember me for.

Perhaps I'm just biding my time. Perhaps one day I'll just hold up my hand-

`` are you wacthing closely''... perhaps say a magic word or two... then I'll be gone.

As you can see, it's just a rubber ball. But it's not normal at all.

Sarah, I'm allowed to change my mind, are n't I? The act is taking off, maybe soon I'll get us into a bigger theatre. Things will work.

Ah. The truth. A slippery notion in our life of work, Miss Wenscombe.

What does he need my secret for? His trick is top notch. The Great Danton vanishes and isntantly reappears on the other side of the stage -- mute, overweight, and, unless I'm mistaken, rather drunk.

Well, it's your Transported Man illusion. Now, I'm noit claiming to know your method... but I had a similar trick in my act- and I used...

At first. Then it went bad. You se, I had n't counted on the fact that once I incorporated this bloke into my act, he had complete power over me.

Weel, he was the secret, you see. And the more successful I became, the more outrageous his demands became. He practically backrupted me. In the end I had to stop performing the illusion completely.

You must be very careful about giving someone that power over you.

Great Danton, I must apologize! I simply had too much magic for my stage at the Pantages!

You're finally getting your hands dirty. This is what a good trick costs, Angier. Risk. Sacrifice.

I'm going to bury myself alive. Every night. Then someone's going to come along and dig me up!

Sarah, I had a terrible ordeal today. I thought I'd lost something very precious to me.

I can spot Angier's methods from the back of the theatre. What could you possibly have to offer me?

I think we can not trust her. But I love her. I need her. We need her.

Trust is not the point- love is the point... who have we ever trusted? To open myself to such a relationship,

... to the dangers of such an affair... I need assurances of fidelity. Of love.

But how to be sure when truth is layered like the skin of an onion? I know a way... she must help me rid ourselves of Angier. It is the only way to kow her mind.

Today my mistress proves her truthfulness. Not to me, you understand.

I have been convinced since she led me to Root... today, Olivia proves her love for me to you, Angier.

Yes, Angier. She gave you this noteboook at my request. Yes, she led me to Root, and yes, Tesla is merely the key to my dairy, not to my trick. Did you really think I would part with my secret so easily after so much? Good-bye, Angier, may you find solace for your thwarted ambition back in yout American home.

Daddy has some errands to run. I'll be back before you know it, so get ready.

Sarah. Whatever you may think, your only competitions for my affections is my little girl. I love you. I will always love you, and you alone.

More shopping. She does n't like the smell of money, does n't she?

The little lady wants to visit the Zoo, I thought you could take her. I'll do it tomorrow, if not.

Please do n't call me that. It's nothing, just... sometimes things seem... wrong.

It has to be- it refers to events that happened after his death.

No he wo n't. They're not complete- you only have the Pledge and Turn for each.

Part of me loved her. But part of me did n't. The part that found you. The part that's sitting here now. I love you. That is the truth that matters.

Why only 100 performances? Do his methods dictate it, or is it simply a publicity move?

Fifty yards in a second. And all I know is that he uses a trapdoor. What's going on under that stage?

Let him have this trick. You're not to go back there. I do n't need to know his secret. Leave him alone.

We go alone now- both of us. Only I do n't have as far to go as you.

You were right. I should've left him to his damned trick... I'm sorry. I'm sorry for so many things. For Sarah. I did n't want to hurt her.

Do n't cry. Not for me. Go live your life in full. For both of us.

We each loved one of them. We each had half a full life. Enough for us, but not for them.

You went halfway around the world. You spent a fortune. You did terrible things... and all of it for nothing.

He show you this object, and pledges to you its utter normality...

But you could n't clap yet. Because making something disappear is n't enough... you have to bring it back.

That's why every magic trick has a third act. The hardest part..,

I saw a someone head below the stage... I followed... and I found Borden-

I'm an ingeneur. I design illusions and construct the apparatus necessary for perfoming them.

No, sir. The tank had been used for the first trick, then taken offstage. Borden must have put it under the trap door after the interval.

The sort of tank used for underwater escapes- four or five hundred gallons.

If I reveal my magician's secrets here in open court, I'll be unemployable and the secrets will be worthless. The Real Transported Man is the most sought-after illusion in the business and I have te right to sell it on.

All it takes is a smart-arse volunteer dropping a button down the barrel...

I admire your spirit, Mr.Angier. But if Borden here really has invented his masterpiece it might well be something only he can do.

my illusions employer, Mr.Milton, is a skilled showman. But Borden's right- he wo n't get his hands dirty. You want to see what it takes to make real magic- go to the Tenley. There's a Chinaman there who's got what it takes.

I know a lad on the door. You two watch his show- whoever tells me how he does his goldfish bowl trick gets the prize.

Some nights you just ca n't get it, can you? If that knot slips when Julia's on the hoist she'll break a leg.

The Langford double's not a wet knot it's too dangerous. The ropes could swell and she'd never slip it-

Learn your aight lines- if I can see you sneaking a peck on your wife's ankle from the wings, the blokes on each end of rows 3 and 4 can, too.

Oh no. This was n't built by a magician... it was built by a wizard.

your honour, what will happen to these things when the trial is over?

This is n't a trick lock... it's been switched out for a real one.

These are magicians, you honour. Showmen. Men who live by dressing up plain and sometimes brutal truths to amaze. To shock.

See, the water tank had a particular signinficance for the two men...

I heard about a booking. Nice little theatre. Good up-and-coming magician.

And who's going to hire the ingeneur who killed Julia McCullough in front of a sellout crowd at the Orpheum?

Heard he had a spot of bad luck doing a bullet catch South of the river.

I knew an old sailor. Told me about a time he got pulled over the side tangled in the sheets... they dragged him out, but it was five minutes before he coughed...

We'll have to whitewash the windows to cofound the more curious members of your audience...

In here, Miss Wenscombe. No point meeting Mr.Angier unless you fit.

Not much experience, but she knows the basics. She knows how to present herself and a pretty assistant's the most effective from of misdirection.

There we go. Now you tell the volunteer to put his hands here...

cheap thrills, Mr.Merrit. People hoping for an accident- and quite likely to see one, too. What would that do for your business?

This is a grand theatre with a sophisticated audience- They've seen most of these tricks before. But not this next one. You'll see.

There are plenty of good theatres... if we can come up with another trick and change the name of the act-

Right. Well, the new trick will have to be irresistible, then. I've a couple of methods to try out, but we'll need a fresh angle on the presentation.

If you need inspiration, there's a technical exposition at the Albert Hall this week. Scientists and engineers. That sort of thing captures the popular imagination.

The trick is too good -- too simple- the audience harly knows what they've seen.

He's a wonderfull magician- he's a dreadful showman. He does n't know how to dress it up, how to sell the trick.

You think that because you do n't know the method. It's a double who comes out at the end. It's the only way.

I do n't know how Borden does it, Robert. So either you wait for Borden to retire and buy his secret, or you can listen to how I would do this trick.

He's perfect. A little work, mind you, but when I'm done with him he could be your brother.

A little faith, sir. Could you favor us with a perfomance. Mr. Root?

Root has to keep a low profile -- anyone sees him the game's up.

The antecipation of the trick is everything- it needs your showmanship to built suspense. If Root opens his mouth, it's all over- he ca n't introduce the trick.

Root, you bloody fool, get that costume and makeup off right now, anyone could walk in here!

And even more drunk than usual. Get yourself below stairs, right away!

In a word, yes. I'm surprised, to be honest- it usually takes them a lot longer to figure it out.

Look at yesterday's. And last week's, where they called you `` London's premiere stage performer'', not `` magician'' mind. Performer. Of any kind.

My point, Robert, is that you've climbed too high to get away with any kind of professional embarrassament. We're not doing any tricks we ca n't control.

I do n't see how Borden found him- I had him under wraps, I was careful.

I already know how he does it, Robert. The same way he always has, the same way we do. You just want it to be something more.

Obssession is a young man's game, I ca n't follow you any farther in this.

Thank you for coming, Mr.Owens. It's fallen to me to dispose of Mr.Angier's equipment. Looking at the manifest, it's cleat that Lord Caldlow has purchased the bulk of the items.

It's not just that, Mr.Owens. There is a particular item ( turns to crate ) This time, in fact, that I wish to... well, that is to say, I want to-

How are you alive, Robert?! I saw you on the slab, for God's sake.

She needs her father, but you're letting him hang. And I helped you.

I came here tonight to beg Lord Caldlow to let me destroy that machine. But I wo n't beg you for anything.

The second part is called the Turn. I take the ordinary something...

A packed house . Many hands raised . Move in on a BEARDED MAN , his gloved hand tentatively rising into the air .A GLAMOROUS ASSISTANT beckons Bearded Man from the aisle . He shuffles along his row towards her . Embarrassed .Bearbed Man and four other VOLUNTEERS follow the Assistant down towards the stage ... On which stands the magician , leaning on his cane , smiling . This is ROBERT ANGIER , 35 , an American . Looming over him is a large and complex ELETRICAL MACHINE .Bearbed Man , FASCINATED , and other Volunteers look over the vast machine . As angier GESTURES theatrically at the various features of the metal and glass apparatus .As the Assistant leads the Volunteers off the stage , Bearded Man slips through the gap at the side of the curtains-

-looks around , DISORIENTED , then darts for some stairs leagind below stage where he runs into a burly STAGEHAND .Bearded Man pulls off his beard , revealing the face of ALFRED BORDEN , mid 30 's .The Stagehand raises his eyebrows and steps aside . Borden RACES down below the stage . Cutter approaches the Stagehand .

As the machine GROANS to life . SPARKING and CRACKLING , Angier gazes at it , forgettig his audience . Entranced . Possessed .

Borden fumbles through the darkned area , lit by flashes and sparks through gaps in the boards of the stage above . He GASPS as a flash illuminates a STAGEHAND with SOLID WHITE EYES sitting nearby . Borden waves a hand in front of the

Borden lights a MATCH . In front of him is a LARGE GLASS TANK FILLED WITH WATER , ITs LID PROPPED OPEN . Borden frowns .

Cutter places a SILK SHAWL over the cage . Then SLAMS his hands down on the shawl , which FLATTENS- The Little Girl FLINCHES . Then STARES , FASCINATED .

Bolts of electicity draw inwards , wrapping Angier in a ball of light which CRACKS-

The ROOM fills with light as a TRAPDOOR snaps open and a BODY DROPS INTO THE TANK .The lid of the tank and trapdoor above SNAP SHUT , leaving the tank , and Borden , in complete DARKNESS .

Cutter WHIPS the shawl from the table . Cage and bird have DISAPPEARED .The Little Girl stares , EXPECTANT .

The MACHINE sputters to a stop . Angier is GONE . The audience sits , WAITING .

Cutter forms a fist . Drapes the shawl over it .Cutter WHIPS the shawl away to reveal- the CANARY . The Little Girl CLAPS .

Borden LIGHTS another match . Stares in HORROR-Inside the tank , ANGIER IS DROWNING . His rolling EYES fixes on BORDEN , he POUNDS desperately on the thick glass , SCREAMING BUBBLES ... The screen fades to BLACK .

And did Robert Angier, the Great Danton, your employer, get to that final part of his trick that night?

Would you describe your occupation to the jury please, Mr.Cutter?

So, Mr.Cutter, was this water-filled tank beneath the stage part of Mr.Angier's illusion- the illusion billed as `` THE REAL TRANSPORTED MAN''?

The PROSECUTOR turns to face the witness in the box : Cutter .Cutter points at the dock : Borden is there , CHAINED TO THE FLOOR . FLANKED BY GUARDS . Cutter POINTS .Cutter looks across at Borden , who is absently tapping his hand against the rail- it is MUTILATED , MISSING 2 1/2 FINGERS . The DEFENDER STANDS .Titters from the gallery . The Defenser turns to the JUDGE .The Judge considers this . He looks at Cutter . Sympathetic .Cutter looks down . Quiet .Amid murmurs of assent , the Judge ADJOURNS the proceedings . As the Guards begin the complex ritual of unlocking Borden 's chainsa from the floor , Borden 's looks across the courtroom : The LITTLE GIRL from the opening stands in the gallery , looking back at him . Borden gives her a little WAVE . She waves back , then is GUIDED OUT by a man wearing GLOVES and BOWLER HAT- this is FALLON . He nods at Borden .

How do you think Mr.Borden was able to move the tank under the trap door without anyone noticing?

I ask again that this man explain the mechanics of Mr.Angier's illusion.

Mr.Cutter, I see your predicament but we are talking about a capital offence- Alfred Borden's life hangs in the balance.

If you were prepared to disclose the details to me in private, I might be able to judge their relevance to the case.

They've benn sold to a Lord Caldlo. An avid collector, apparently very interested in the case.

I'm sure beneath its bells and whistles it's get some simple and disappointing trick.

What a way to kill someone. Why in God's name go to such lengths?

Alfred Borden, you have been found guilty of the murder of Robert Angier. You will, in one month's time, be hanged by the neck until dead. May the Lord have mercy on your soul.

Alfred Borden, you have been found guilty of the murder of Robert Angier...

You will, in one month's time, be hanged by the neck until dead. May the Lord have mercy on your soul.

OWENS , 50 's a lawyer , stands at the entry gate . The CAPTAIN of the guard walks out to greet him .Owens raises his eyebrows .Owens smiles as he hands over his pocket watch ans wallet . They walk along a hall wrought iron fence . The PRISON looms over them . A door in the prison opens and Borden emerges , trussed absurdly in chains held by two WARDERS . The other INMATES begin cattle-calling and whistling as BOrden is paraded up to a WOODEN SECTION of the fence .At the fence , the Warders lock the ends of their chains to a thick eye hook set into the ground .They check the locks . Then retreat to allow privacy . The Captain marches away . Borden looks at Owens . Bored .Borden says nothing .Borden signals the Wardens to come and unlock him .Borden looks up . Owens moves closer , quietly assertive .Owens looks around the prison yard . Shrugs .Borden looks at Owens , hard . The Warders unlock Borden .Borden absently VANISHES the card as a REFLEX .A SULLEN WALDER TALKS the journal , flicks through it .Sullen hands the journal to Borden . Borden takes it .Borden TURNS , dragging the Warders with him .

Not my idea, sir. The Warden saw his show in Manchester last year where he vanished into thin air- he's convinced he'll try an escape.

I told him the only way Borden's going to disappear is if I leave him out with the others immates.

I represent Lord Caldlow, and accomplished amateur magician and historian of magic-

I did. He offered to sell all of your tricks... except the most valuable one - The Transported Man.

If the newspapers are right, and you're for the drop, your daughter's going to need looking after

Bernard Fallon? A man with a past even more obscure than your own? The court have already motioned to have the girl removed from his `` care''. No, the girl is to be an orphan. I've been to the work house...

I'm offering you a way to warp up your affairs with dignity, and I'm offering your daughter a future. As Lord Caldlow's ward she will want for nothing. Ever.

Robert Angier's diary... It includes the time he spent in Colorado learning your trick...

Really? When he returned from Colorado he mounted a version of the Transported Man that the papers said was better, even...

Lord Caldlow was happy to hear that you'd reconsidered his offer.

Clever predictions, I'm sure. The provenance of the journal is clear and under no doubt. It's written in Angier own hand, of which we have numerous examples.

Including the Transported Man? Lord Caldlow will be very pleased.

Mr.Cutter, if you needed to know where to deliver the items you surely could have just-

I'm afraid Lord Caldlow was adamant about procuring this particular item.

of course, I suppose... if, in the course of your delivery arrangements your paths were to cross... I ca n't stop you from speaking your mind.

Borden , on the bed , opens Angier 's JOURNAL . Starts to read ...CUT TO :LETTERS ON A PAGE . IN MEANINGLESS COMBINATIONS . GIBBERISH .

... Borden's cypher is simple- unraveled by a single word. Now it takes only patience. And a passion to know his mind.

He built a machine for a- for a colleague of mine. A long time ago. Can you get me a meeting with him?

He works for another magician? Are n't you worried he'll steal your tricks?

I can barely lift this thing and it's not even filled with water. Or fish. He must be strong as an ox.

Any time he's in public. Any time he goes out. It's unthinkable.

Borden saw it at once. I could n't fathom it- living your whole life pretending to be someone else.

I promised my family I would n't embarrass them with my theatrical endeavors.

Borden writes as if no one but he understood the true nature of magic...

... but what does he know of self- sacrifice more than the rest of us?

It's a rotating transposition that shifts every day of the dairy. Simple but time-consuming to translate once you have the five-letter keyword.

It's how we pay for our retirements and how greats tricks outlive us.

Someone who know that it was n't your fault. Someone who knows Alfred Borden and his repertoire of exotic knots.

I have n't had a chance to compliment you on your beautiful theatre yet, Mr.Merrit.

Perhaps you'd be so good as to return it to the other man. He has yours.

Two volunteers, please. A lady and a gentleman to hold this cage with me...

I'll perform this feat in a manner never before seen by yourselves or by any other audience anywhere in the worth...

Any magician can make this cage disappear... that's why I'll ask this good lady and fine gentleman to place their hands firmly on the cage...

Reading his account I realize that he never had the life I envied.

The family life he craves one minute he rails against the next, demanding freedom. His mind is a divided one...

His soul restless. His wife and child tormented by his fickle and contradictory nature...

Researching. Part of a magician's job is to watch his competition, to see what illusions they're-

Even? My wife for a couple of his fingers? He has a child now. And he's perfoming again.

Borden is out there, living his life just as he always intended. As if nothing had happened. And look at me. I'm alone. And no theatre will touch me.

I've seen his perfom ir three times now, Mr. Cutter- the Prestige is the same man-

He does n't know how to sell his trick to an audience. But I do.

I saw a lecture you gave in London, several years ago. I'm flattered you agreed to see me.

If people thought the things I did on stage were real, they would n't clap- they'd scream. Think of saving a woman in half.

if you understand an obsession then you know you wo n't change my mind.

It has to be. Borden's trick is getting noticed. The place was packed today.

All I have to do is keep myself stinking drunk all the time and no one will be able to tell the difference.

I do n't know how you do these things, Cutter. I'm not sure I want to know.

No point being coy. Borden calls his trick'The Transported Man'?

Ladies and gentlemen, much of what you've seen tonight can be termed illusions. Entertaining trifles of the sort you may have seen other magicians perform.

Alas, I can not claim this next feat as illusion. Watch carefully- you will see no trickery, for no trickery is being employed. Merely a techique familiar to certain citizens of the orient and various holy men of the Himalyas. Indeed, some of you may be familiar with this technique, but for those of you who are n't, do not be alarmed, what you are about to see is considered safe...

At least he got to see it. I spent the ovation hidden under the stage. No one cares about the man who disappears, the man who goes into the box. They care about the man who comes out the other side.

Maybe we could switch before the trick. That way I could be the Prestige and Root ends up below stage.

Think of it, Olivia... we've got people excited about Cutter's version of the trick- imagine what we could do with the real illusion. We'll have the greatest magic act anyone's ever seen.

Pay him whatever he wants, for now. We keep doing the trick till Borden opens, then we'll phase it out.

We paid him enough to keep him in beer- you would n't expect him to rock the boat. Today I learned Borden's view on the episode...

... some of you may be familiar with this technique, but for those of you who are n't, do not be alarmed, what you are about to see is considered safe...

It's misdirection- he leaves those things lying around to make you think he's using a double.

All the time, Olivia- that's who he is, that's what it takes- he lives his act, do n't you see?!

And just because you're sleeping with him does n't mean he trusts you.

It's a cypher- with a transposition that probably shifts every day of the diary. Even with the keyword it would take months to decode...

You can' r possibly think I'd let this go? This is his diary, Olivia. All of his secrets are right here, in my hands.

The sacrifice, I'm afraid, is all going to be yours. Unless you give me what I want.

Your method for the Transported Man. Fallon would n't tell me. In fact, he does n't talk at all.

I want the method not the keyword- I do n't even know if the secret is in you notebook.

Our answer, Cutter. I have n't looked yet, I wanted you to share this.

It means, Cutter, that we have a journey ahead of us. To America.

You stole my money because your funding was cut off- you've been shooting sparks at my top hat, laughing at me all along while you use my money to stave off ruin. I've seen Edison's men-

Tesla's warning is as unheard as he knew it would be. Today I tested the machine...

Taking precautions in case Tesla had n't ironed out the kinks in its operation...

... if it went wrong I would not want to live like that for long...

Yes, you, Borden. Sitting there, in your cell, reading my diary. Awaiting your death. For my murder.

A wise man once told me that obsession was a young man's game. I'm almost done. One thing left...

i do n't want you backstage, I need you front of house, managing.

i need you calling in any favours and connections you have left to get us the right booking for the run.

Ladies and gentlemen, my first trick of the evening is one that involves considerable risk.

Anyone in the audience who would be irrevocable damaged by seeing a man drown should leave now, for when I tell you that the young lady who taught performing it, you will understand the seriousness of the danger involved.

In my travels I have seen the future, and it is a strange future indeed. The world is on the brink of new and terrifying possibilities.

They flatter you with all those chains, Alfred. Do n't they know you ca n't escape without your little rubber ball?

All I wanted to do was prove that I was the better magician. But you could n't leave me alone.

No. Not anymore. And I win. Because no one cares about the man in the box, the man who disappears.

I know how hard it is to have someone so precious taken away, do n't I

Borden? But you ca n't take her with you know, can you? She'll be looked after. Good-bye, Professor.

You do n't have to. I'm going to make sure the machine. is never used again.

Cautions as ever, Cutter. No one's going to use the place. I own it.

Do you want to see what it cost me? You did n't see where you are, did you? Let me show you.

The audience knows the truth- that the world is simple. Miserable. Solid all the way through. But if you could fool them, even for a second, you could make them wonder. Then you got to see something very special...

Aniger , with a SIGH , closes a CARDBOARD-COVERED NOTEBOOK . OPENS his LEATHER-BOUND JOURNAL . Starts to write .Angier lloks up at his own reflection in the train window .

No platform , no office , no sign . Just an electric streetlight which , as Angier watches , FLICKERS ON . Angier , leaning heavily on his cane limps over to the light and stares up at it as he 's never seen one before .Angier looks back and smiles . A driver is looking down expectantly from atop a STAGECOACH . Angier hands his cane up to the driver nd , with some difficulty , hitches his way up to the roof of the rig . As he does , the town of Colorado Springs rises into view , a few hundred yards down the road , lit brightly with ELECTRIC STREETLIGHTS .The driver nods and WHIPS the horses into action .

The Stagecoach flies along , inches from a precipitious drop . It rounds a corner and pulls to a halt in front of the CLIFF HOUSE INN , equal parts log cabin and crystal palace .

The lobby is cavernous and immaculate . The entire STAFF of the hotel - BELLBOYS , MAIDS , COOKS , and GARDENERS - are lined up along the sides like a regiment of soldiers . Angier reaches the reception desk and the smiling MANAGER .

Your telegram did n't indicate how long you would be staying with us.

We are sorry to see Mr. Tesla leave as well. He was very good to Colorado Springs. A very generous man.

I did n't feel it was necessary to tell the other men about the box.

A stagecoach rumbles along a dirt track , The driver pulls on his reigns and the coach pulls to a stop .Angier nods . Lowers himself down to the roadway .

Angier comes through the trees to find a wire fence with a sign : EXTREME DANGER- NO TRESPASSING Beyond the fence is a COMPOUND of three BARNS . Rising from the center barn is a 200ft steel TOWER capped with a GIANT STEEL BALL . GIANT ARCING BOLTS of electricity run down the tower from the ball . The windows of the building RADIATH with BLUE EXPLOSIONS . Angier stops forwards , entranced , and threads his fingers through the fence . He is sent FLYING backwards -- the fence has been electrified . The tower is SHUT OFF- a door opens and a stout little MAN , shotgun under one arm , MARCHES up to the fence . He uses a RUBBER PAD to pry open the fence and stands over Angier , who is CURLED on the ground , GROWNLING in pain , trying to stand .Shotgun picks up Angier 's cane and hands it to him .Shotgun RECOGNIZES Angier , AMAZED .Angier leans on his cane and gently brushes off the dirt .Beat .Alley pulls the fence closed .Alley watches Angier walk away . He pulls something from his pocket .Angier does n't look back .Alley GRINS , opening his hand . He is holding a gold watch .

I'm amazed at how many of you newspaper writers ca n't read mu sign.

I'm Alley. I saw your show. IN London. Seven times- you guessed every object the audience had in their pockets.

I'm sorry about the fence. People keep interfering with our work.

Tesla sends me down here during the storms. Perfect excuse to come shere a drink with the Great Danton.

Have you tried our Bourbon yet, Mr. Angier? It matches the scenery nicely.

The lightning lives here. And noit much else- our work is secret.

Tesla has built unusual machines for unusual people, but he would never talk about it.

Finish your drink. You'll have a special appreciation for our work.

We do our tests when the townspeople are asleep- Mr.Tesla does n't want to scare anyone.

Our equipment requires a great deal of current. Tesla eletrified the whole town in exchange for using the generators when we need to.

Perhaps it would be best if you left us to it. We'll see you next week?

When I told you I could make your machine I spoke the simple truth. Science is just a name for the art of rendering the exotic mundane. It has no boundaries- its very purpose is to destroy boundaries.

We've tried the damn thing a dozen times. And the hat went nowhere.

You are responsible for whatever happens to this animal, Doctor.

Angier sits , the cardboard-bound notebook on the table in front of him . He makes a notations in his own journal as he deciphers Borden 's words .Angier runs his finger along the first line , translating ...

Borden sits in the audience . Younger- both hands intact .Two rows in front sits Angier . Similarly youthful .Onstage is a TANK . Standing beside the tank is a beautiful young magician 's assistant . JULIA . The magician , MILTOn , adress the audience .Milton GESTURES to Julia- the MEN in the crowd go wild- hands in the air , catcalls . Smiling radiantly , Julia selects two young men , who SCRAMBLE up to the stage- ANGIER and BORDEN : younger , full of energy- Angier has no limp . They spring onto stage , beside Julia and take the ROPE she offers them . Milton GRABS a HOOK that descends from the flies on a chain . Cutter is watching fron the wings .Both shakes their hands as they start to bind Julia with the ropes , Borden wrapping the rope around her wrists , Angier the one around her ankles .As Borden finishes his knot tests it , it SLIPS APART . Borden frowns , hastly RETYING it , covering . Cutter NOTICES . Borden finishes , glancing at julia who gives a small sign of assent with her eyes . As Angier finishes tying her ankles he sneaks a light KISS on her ankle . She frowns at him and raises her arms . Milton hooks the rope onto the chain . Milton gesticulates in the wings , Cutter signals to a stagehand who starts HOISTING Julia into the air . Milton wheels the tank under Julia 's bare feet . Cutter feels for the handle of an AXE placed by his feet and pulls out a STOPWATCH . JULIA looks down at Angier . They smile at each other . Julia DROPS into the tank with a massive splash- Milton SLAMS the lid shut , PADLOCKS it and raises a curtain around the tank ... Cutter checks his stopwatch , grips the handle of the axe ... A grand GESTURE from Milton- the curtain around the tank DROPS- Julia is GONE . Milton raises the curtain again , then with another flourish , DROPS it to reveal JULIA , beside the tank , one arm in the air , dripping wet , smiling . The audience erupts in APPLAUSE . Angier smiles produly .

Which of you brave souls is willing to bind this lovely young woman...

Which of you brave souls is willing bind this lovely young woman?

Angier , Borden and Julia sit around the cluttered room . Borden is in the middle of a passionate rant-They turn . Cutter stands in the doorway , counting out money .Cutter hands Angier some money .Cutter looks at Borden , thoughtful .Cutter gives a sly smile .Angier and Borden prick up at the name .Cutter holds out money to Borden , who reaches for it- Cutter grabs his wrist . Serious .Julia glances at Angier .Borden stares at Cutter . Leaves . Angier watches him go .Angier nods . Fair enough .Angier turns to Julia . Smiles .Julia kisses Angier . Cutter rises .

Borden watches from the wings . Onstage , a magician , Virgil , locks a CANARY into a cage then covers the cage with a SHAWL . Borden notices a beautiful YOUNG WOMAN in the front row with a little BOY who is watching Virgil 's act , spellbound . Virgil SLAMS the SHAWL down onto the table , as if nothing were beneath it , then WHIPS it away- BIRD and CAGE are gone . The little BOY begins to WAIL and CRY . Borden watches as the young woman tries to make him stop . Virgil takes the flower from his lapel , covers it with the shawl , and SNAPS it away- the flower has become the CANARY . The audience bursts into enthusiastic APPLAUSE , but the little boy is still CRYING INCONSOLABLY . Virgil takes bows and walks off , handing Borden the canary as he passes backstage . As the audience leaves , Borden climbs off the stage and hols the bird in front of the boy .Borden is at a loss . He turns to the young woman .Borden smiles back .

Borden gently strokes the bird 's feathered head .Borden walks to a wall of DOZENS of bird cages -- each one with an identical canary . He puts the bird into its cage and returns to the cart props . He taps on the top of the TABLE- a panel POPS open , revealing the FLATTENDED BIRD CAGE . Borden insefts a ROD into the bird cage and PRIES it apart . A TRICKLE of BLOOD emerges , dripping into a bucket below . Borden SLAPS the cage . And the FLATTENED CARCASS of the ORIGINAL BIRD slides out and SPLASHES into the bucket .

Borden exits . The young woman , SARAH , is there with her brother .Borden reaches to the Boy 's ear . Casually produces a coin . The Boy marvels as he takes the coin then looks at Borden .Sarah smiles . Borden crouches to address the Boy , grave .The Boy looks at him , a little afraid .Borden looks into the boy 's staring eyes . Then SMILES and pets him on the head . he stands . Sarah smiles at him .

Your great trick? The `` masterpiece that will make our fortunes''?

Then you're not doing it. I ca n't raise a child on my own, Alfred.

Some days, it's not true. Todayt you do n't mean it. Maybe today you're more in love with magic than me.

It's alright. I like being able to tell the difference- it makes the days it is true mean something.

What have you been doing to it? It looks as had as the day it happened. We need to get the doctot back-

Alfred, you have to face things. What tricks could you peform with this kind of injury?

Perhaps, Mr.Fallon, you might escort Miss Wenscombe home. My husband's being a bore. I see no reason for the two of you to suffer as well.

When you're like this, Alfred, I'm not seeing the real you. You're treating me like your audience. Performing. I ca n't live with that.

I want you to be honest with me. No tricks, no lies, no secrets.

Sarah lingers at the top of the stairs to her flat . Borden tries to KISS her , but she pushes him back . He tests the LOCK of the open door .Borden SHRUGS and turns to go back down the stairs . Sarah looks after him , about to change her min . Hesitates .

She closes the door and LOCKS it , smiling . After a moment she pads through living/kitchen area , draws back the curtain to her bedroom and SHRIEKS : Borden is there , smiling . Sarah moves towards him , giggling .

Onstage , CHUNG LING SOO , 60 's , wearing a long silk robe , HOBBLES painfully to the center of the stage . Clearly CRIPPLED . In the audience , Borden and Angier watch intently . Soo lays a silk SHAWL and a BARE TABLE . He WHIPS it up , revealing a BOUQUET OF ROSES . So repeats the trick again and again , producing a different object each time . Finally , with a drum roll , Soo whips the shawl aside to reveal a MASSIVE GOLDFISH BOWL , complete with GOLDFISH . To THUNDEROUS APPLAUSE , Soo bows and HOBBLES off the stage . Angier , clapping , shakes his head , utterly baffled . He turns to Borden . Who has a small , knowing , smile .

Borden and Angier watch Soo being helped down from his carriege by HANDLERS who treat him with great gentleness .Soo hobbles into the restaurant , frail , and fragile .Borden SLAPS the bricks of the wall behind them .

Julia , in bed , watches Angier , SHEET wrapped around him like a robe , HOBBLING . He pulls up the sheeyt- between his knees is a goldfish bowl .Angier puts the bowl down with a flourish . Climbs into bed .Angier cuddles up to Julia .

Sarah unlocks the door , but has to PUSH against MAGICAL PROPS stacked against it- the bedsit is FILLED with DEVICES .Sarah surveys the confusion- spots Borden across the flat deep in conversation with another man . Borden spots her-The other man turns- it is Fallon .Fallon nods . Borden comes over , holding a DUELING PISTOL .Fallon slips past Sarah with a nod to Borden . Exits . Sarah looks at Borden . TENSE .Sarah looks meaningfully at Borden .Borden looks at her , confused . Then realizes .Borden freezes . Then SMILES , taking her in his arms . She FLINCHES against the gun he is holding .Borden moves to the bureau and starts LOADING the gun . Pouring in SHOT , then WADDING ...Borden drops the BULLET into the barrel ...Borden RAMS the bullet and charge down then removes the RAMROD and hands the pistol to Sarah .Sarah looks at Borden then down at the pistol . She aims at Borden . Then sims off , at a mirror beside him . BANG . Borden 's hand SNAPS out to `` catch '' the bullet . The mirror is intact . Borden looks at Sarah , grave , as he reveals the bullet in his hand .Borden looks at her . Takes the bullet from her and places it on the bureau .He takes the RAMROD and PUSHES it down onto the bullet , which disappears .He points the ramrod at Sarah- she pulls the bullet out of the HOLLOW TIP .Sarah looks at ramrod with disdain .Borden BRISTLES slightly . Takes the bullet back .Borden embraces her , putting his hand on her belly .Sarah grabs his face , looking at his eyes , smiling .Borden shakes his head , grinning .

Angier closes Borden 's notebook . He looks across at a photograph of julia on the table . Reaches for his own diary .

Borden sits on his cot reading Angier 's journal .Borden looks up from Angier 's journal .Borden TOSSES the book across the cell .

A POLICEMAN opens the door for the Judge and Cutter .The Judge NODS . The Policeman exits , LOCKING them inside . The Judge follows Cutter , approaching a collection of magical apparatus , including a MASSIVE CRATE . Cutter looks up at it with AWE , touching the side where it says `` COLORADO SPRINGS '' .Cutter OPENS it , revealing metal and glass MACHINERY within .Cutter closes the crats . The JUDGE turns to other props .The Judge is staring at a large glass tank .The Judge looks over . Cutter is touching the crate .The Judge looks at Cutter . Smiles indulgently . Turns .Cutter turns to look at the empty , smashed glass of the tank . Nods . Cutter indicates the top of the tank , where there is a PADLOCK . Cutter pushes down on a panel of the lid--a small section POPS open .Cutter grabs the PADLOCK . Rattles it .The Judge stares at the tank , appaled .Cutter stares at the tank-INSERT CUT : ANGIER SCREAMING BUBBLES .

Onstage , A SIMILAR TANK FILLED WITH WATER .Julia stands next to the tank . Milton adresses the audience .Milton gestures to Julia- the crowd goes wild . Julia makes a show of deciding . She picks up Angier and Borden , who are made up to look different from the last performance . As they leap up onto stage , Borden makes eye contact with Cutter in the wings- Cutter 's is a WARNING GLANCE . As Angier ties Julia 's ankles he ca n't resist tickling just under her toes- she KICKS him in the chin . Borden starts to wrap the rope around Julia 's wrists in a particular fashion . Stops . Reconsiders . Julia NODS at him , encouring . Borden starts RETRYING the knot . Cutter watches . His hand checking for the axe handle . Borden tests the rope- it is tight . Julia gives him the sign with her eyes- he steps back . Angier rises to his feet , grinning at Julia . As she raises her arms to the hook , she ca n't quite hide her smile back at him . Milton gives the sign and Julia is HOISTED into the air . Cutter slips his STOPWATCH out of his pocket as Milton moes the tank under Julia 's bare feet . Angier looks up at Julia . Proud . She stares out over the audience , preparing herself . Looks down at Angier , smiling ... Julia PLUNGES into the tank- Milton SLAMS the lid shut- Cutter checks his stopwatch , hand caressing the axe handle ... Milton raises the curtain around the tank , then circles it , working his `` magic '' . Angier shifts a little . Time passing ... Milton looks at Cutter- TOO MUCH TIME ... Cutter GRASPS his axe and SPRINT at the tank- Milton RIPS the curtain down- Julia , one arm free , is CONVULSING ... Angier and Borden look on in HORROR as Cutter SWINGS his axe into the glass- which CRACKS ... cutter SWINGS again and again- the web of crackes GROWING , Julia 's convulsions SLOWING , her eyes PLEADING with Angier 's , until- CRASH- the glass gives way , FLOODING the stage- Cutter and Angier GRASP at Julia- FULL her onto the stage- Cutter ELBOWS Angier out of the way to POUND on Julia 's chest- Borden wacthes , stunned , as Julia FLOPS , LIFELESS , onto the boards . Cutter looks up at Angier , stricken . Angier takes Julia in his arms , looking down at her staring eyes . He desperately BRUSHES water from Julias cheeks and forehead . Borden looks on , shen .

Angier looks up from Borden 's journal , despairing .Angier FLINGS Borden 's journal across the room .

Borden smiles as he reads Angier 's dairy .Borden quiets . Looking at the journal .

Cutter sits in the CROWDED GALLERY . Borden , in the dock , SCANS the crowd . Finally SPOTS Fallon pushing to the front- he is alone . Borden stares at him . Fallon shakes his dead . Borden is prompted to stand by two GUARDS as the Judge enters . The JUDGE has a piece of black cloth draped over his wig .Borden barely reacts .

Borden stands at the fence with FallonAnother slow nod . Borden closes his eyes with despair . Then opens them and hands Fallon OWENS ' CARD .

Angier stares down at the NOTEBOOK , making notes on a napkin . Through large windows a THUNDERSTORM batters Pike 's Peak . Angier is the only guest in the hotel 's massive dining room .Angier looks around . Alley is standing by the table .Alley sits , gesturing to a waiter .Alley glances down at the notebook and Agier 's scribbles .Angier nods as Alley lifts the cardboard notebook .Alley looks at the gibberish on the pages of the notebook .Angier smiles as he reaches for the notebook .Alley considers this . Taps the cover of the notebook .Angier reaches in his pocket and removes his own , leather- bound journal . He tears a PAGE from it and hands it to Alley . Who unfolds it ans stares at it .Alley looks at Angier . Thinking .

The storm has abated . Angier 's cane into the muddy ground as he follows Alley through the moonlit field . There are large glass GLOBES pushing out of the soil as if planted all around them . They stop in the middle of the field , looking down at the electric LIGHTS of the town .Alley checks his wacth by the moonlight .As they watch , the lights of Colorado Springs DISAPPEAR .The field around them EXPLODES with DAZZLING LIGHT . Angier laughs out in surprise- the field is full of a thousand large LIGHTBULBS , all glowing together . Alley bends down and picks up the nearest lightbulb -- as he does , the light in it extinguises . He tosses the bulb to Angier . Except for the size , it 's a normal lightbulb .Angier bends and gently PUSHES the lightbulb into a random spot in the wet soil . The lightbulb FLICKERS on again .Angier bends to pick up his lightbulb . As he does , the light FADES in all of them , and the lights in town come back on . Angier is alone .

Angier has his head SUBMERGED in a sink full of water . He BURSTS FREE , GASPING- COLLA ` PSES to the floor , SOBBING .

Angier lays out MAKE-UP SUPPLIES . He takes out a BULLE . Places it on the sink next to a FALSE MOUNSTAGE .

Rough . Unwelcoming . Crowded . A small `` stage '' at one end : Borden works his way through the Chinese rings . The crowd is JEERING .Someone BURLS a bottle at the stage- it narrowly misses . Borden GLARES out into the audience . Pulls out his GUN .The crowd SURGES forward with EAGER VOLUNTEERS . Fallon scans the crowd , passing over too-eager and too-drunk before settling on a MOUNSTACHED MAN and bringing him up onstage . Borden LOADS the pistol , hands it to Moustache and steps backwards , pulling his coat apart , CHALLENGING .Something in Moustache 's tone makes Borden looks closely- behind the moustache ... Angier . QUIVERING WITH TENSION . Borden looks at the trembling gun . Then at Angier . Spreads his hands , inviting .Angier purses his lips , straining to pull the trigger .INSERT CUT : JULIA 'S FACE , SCREAMING BUBBLES ...Angier 's eyes are almost closed as he SQUEEZES the TRIGGER- Fallon HITS Angier JUMPS to Borden 's side , GRABBING his BLEEDING HAND . The DROWS is SCREAMING , PUSHING for the door , os STRAINING for a closer look at Borden . Aniger , SHOCKED , melts into the crowd .

Angier sits at the bar . Staring . He raises his pint glass . Downs it , then STOPS , looking at the bottom- there is a PLAYING CARD . He loos around . Cutter is sitting at a table with two fresh pints in front of him . Angier heads over .Cutter looks down into his beer .Angier looks back at Cutter .Angier looks down at the liquid in his glass .Cutter watches Angier 's distress .Angier stares at Cutter . Hanging .Angier considers this . Collects himself .

Angier and Cutter isspect a large empty room .Angier smiles gently at Cutter .

Angier is sitting at a worktable , pensive . He is moving one hand across the other , making a ROSE appear and disappear . The windows have been WHITEWASHED and the room has filled with an array of magical apparati : cabinets , costumes , props . On the other side of the room Cutter watches as OLIVIA WENSCOMBE , 20s , equal parts grace and mischief , squeezes herself into a tall cabinet , looking past Cutter to Angier .Cutter leans into the cabinet and pops up a TRICK PANEl in the floor , revealing a tiny chamber .Olivia shrugs and hands Cutter her hat , then her thick skirts , and folds herself into the bottom of the box .Cutter closes the lid over her and walks over to Angier .Angier nods . There is a small SNEEZE from inside the cabinet .

Cutter's hopig you'll let things life. He says if Borden thinks things are even between you then we can-

He wears padded gloves to hide his damaged fingers, but if you look closely you can tell.

Mr. Angier, Mr. Cutter, I would like you to meet Mr. Gerald Root.

Borden's trick is nothing compared to ours. He does n't have any style-

I'm here because he sent me here. He wants me to come and work for you and steal your secret.

No. It's killing him. he's obsessed with discovering your method. He thinks of nothing else, and takes no pleasure in our sucess. I've had enough. There's no future with him. He sent me here to steal your secrets, but I've actually come to offer you his.

I was expecting you sooner, Robbie. Your message said `` afternoon''.

He did n't say anything- he'd never say. I've seen things- make-up, glasses, wigs. We do n't use any of it for the show, but I've found it hidden backstage.

I borrowed it for tonight. I thought you'd be able to translate some of it, but now I realize-

No, we won't- if I do n't get that back tomorrow morning, he'll know I took it.

No. It's killing him. He's obssessed with discovering your method. he thinks of nothing else, and takes no pleasure in our success. I've had enough. There is no future with him. He sent me here to steal your secrets, but I've actually come to offer you his.

The truth is that I loved him. And stood by him. And he sent me to you like he'd send a stagehand to pick up his shirts.

You may know he does his tricks... but you ca n't understand why no one can see that yours are better.

You hide this. I had to look closely to spot it when you performed the Transported Man.

But this makes you unique... it shows the audience that you are n't using a double ; You mus n't hide it, you must display it proudly...

I'm sure it takes great skill to perform illusions with one good hand.

Then let people know. You can be so much more then he is. I can show you how.

Robbie's blinded by his jealosy. He'd do anything for you secret. Sending me away was the least of it.

Freddy, I've told you before. When you're with me, you're with me. Leave your family at home where they belong.

She wanted to meet me the day before she killed herself. Said she had something to tell me about you.

You could be sitting in some other restaurant talking to some other woman about me that way. It's unhuman to be so cold.

After two years. And he has a new trick. They're saying it's the best that London's ever seen.

If you could see the look on your face, Professor. You should go to him- you deserve each other.

Sarah is frantcally REDRESSIN Borden 's injured hand . BLOOD has SEEPED trough the bandages .She examines the wounds : 2 1/2 FINGERS ARE MISSING . The injuries are black , but wet and fresh .A BABY STARTS CRYING in the bedroom . Sarah glares at Borden .Sarah looks at Borden . Reluctantly .

Angier and Cutter at the workbench , examine a BIRD CAGE . Cutter is wearing a strange LEATHER HARNESS over his shirt it has LARGE SPRINGS and small PULLEYS on the back .You 're a magician , not a wizard- you have to get your hands dirty to achieve the impossible .

A heavy , disinterested man slouches in the third row of the empty theatre with a newspaper- MERRIT , the stage manager . Onstage , Angier energetically YANKS coloured handkerchiefs from a hat and TOSSING them into the air . Olivia , in the glamorous , revealing costume of Magician 's Assistant , darts back and forth PLUCKING the handkerchiefs from the air . Angier finishes with a flourish . Merrit shrugs . Angier places an ORNATE CAGE onto the table .Merrit rolls his eyes . Climbs to his feet . Angier produces a DOVE . Places it in the cage .

Now Angier is wearing the harness . He places a dove in the cage and picks it up . Close on : HOOKS concealed on Angier 's palm slip into CATCHES on the bars of the cage .Cutter reaches in and slips a NOOSE around the bird 's ankle ...Cutter pleases his hands on the TOP and BOTTOM of the cage ...

Merrit places his hands on the TOP and BOTTOM of the bird cage . Angier 's hands are on the sides . Olivia reaches around Merrit to place her hands on the remaining two sides . Merrit looks up at Angier over his glasses .Angier raises and lowers their hands in a rythm ...The bird cage , and the dove , VANISH .

You all say that. Why sould I worry? If your tricks do n't get'em in, someone else's will. Maybe someone willing to do a bullet catch or a water scape.

To perform magic- not butcher birds and break my costomer's fingers! Clear out, anything here in the morning gets burned.

It's done, John. I've hired a comedian. You know I hate comedians, which should indicate the may I felel about your friend's future as a stage magician.

Mr. Ackerman. When they said... I did n't think you'd be here in person.

Well, of course, sir... But I'm afraid I'm booked. The Moscow Ballet. They're playing through next year.

Angier and Cutter have their hands on the bird cage .The bird cage BREAKS APART , WHIPPING UP ANGIER 'S FOREARMS . WHERE SLEEVES WOULD BE , YANKED BY THE HARNESS . Angier smiles .Cutter reaches to Angier 's armpit ... pulls up the DOVE , HANGING BY ITS ANKLE , ALIVE .

Merrit nods , impressed , stepping backwards . Angier REACHES into Merrit 's pocket . Removes a dove .Olivia packs up the props . Cutter approaches from the wings .

A line a PATRONS runs from the box office to the street . The marquee above the theatre reads : `` THE GREAT DANTON PERFOMS FEATS OF MISTERY AND IMAGINATION ''

Angier is perfoming to a good crowd . He steps forward .A MAN in the audience STANDS and pulls a HANDKERCHIEF from his pocket . He stares at it , CONFUSED . The audience LAUGHS .Another man stands and pulls out a handkerchief . APPLAUSE . Angier dows and walks quickly off the stage , past the squad of DANCING GIRLS who run on to entertain in the break .

Cutter and Olivia are waiting for Angier as he comes off .Cutter quickly REMOVES Angier 's coat ...Cutter puts he LEATHER HARNESS over Angier 's arms ...Cutter checks the SPRINGS of the harness and replaces Angier 's coat . He spots a STAGEHAND poking his head around the flies .The dancers are wrapping up .Angier , followed by Olivia , steps out onto the stage .

Angier steps to the table center stage . Pulls out the bird cage . There are one or two groans from the audience . Angier SMILES as he produces a DOVE with a FLOURISH .Laughter .In the wings , Cutter smiles and nods at Angier 's showmanship .Hands go up . Olivia pulls an ELEGANT LADY from the audience .Olivi brings Elegant Lady onto the stage along with a RED- BEARDED MAN . The audience is getting interested . Angier is on role ...Olivia guides Elegant Lady 's hands onto the sides of the cage . Red-beard places a hand underneath the cage .Angier RAISES the bird cage . The audience is RAPT . Red beard 's other hand appears on the top of the cage- it is MUTILATED , missing fingers . Angier FREEZES- looks up at Red Beard ... IT IS BORDEN Borden SMILES as he WORMS his little finger into the cage mechanism ... SNAP ! HALP THE CAGE WHIPS UP ANGIER 'S SLEEVE- THE OTHER HALF COLLAPSES ON THE DOVE AND THE ELEGANT LADY 'S FINGERS- SHE SCREAMS- BIRD BLOOD SPLATTERS ONTO THE THREE OF THEN- THE AUDIENCE GOES CRAZY- Borden smiles at Angier through his blood-spattered fake beard and retreats into the chaos surrounding the Elefant Lady who is still SCREAMING as Angier tries to free her fingers from the mechanism .

Angier and Cutter watch the STAGEHANDS clear the stage .Angier looks down at the harness in his hands .Cutter puts his hand on Merrit 's arms .Cutter nods . Merrit leaves . Cutter turns to Angier .Cutter sees Angier 's resolve .Angier nods .

The large concert hall is surrounded by crowds and covered in banners advertising a Technical Exposition . Angier makes his way past a giant STEAM ENGINE and into the building .

THe lobby if filled with displays and models . Angiers pokes around , looking thouroughly disinterested until he comes to an information booth plastered with illustrations of electrical bolts .The posters show a tall , handsome man bathed in lightning and standing astride the world like colossus . In bold print it says : THE WONDERS OF `` ALTERNATING CURRENT '' ... NIKOLA TESLA

Would you like to know the future, sir? The man who kill change the world is speaking right now. Continents divided no more. Free, clean power. The mysteries of the world solved.

The hall is completely darkened , but bright blue FLASHES illuminate ANGIER as he pushes his way to a seat . On the stage , a tall rod capped with a steel ball is transmitting a steady , sparking stream of electricity onto a matched ball across the stage . A FIGURE walks around from behind the machine and the audience GASPS as a shower of sparks bounce off of his immaculate evening wear . This is TESLA- but Angier is too far from the stage to get a good look at him .The audience breaks into LAUGHTER . The spell is broken . Tesla must be a lunatic .Someone from the audience chimes in :Angier turns to look . The man who called out is leaving he 's not alone . Angier FREEZES , staring down at aisle- Borden is sitting there , RAPT , lit by FLASHES from the machinery on stage . As tesla continues his demonstration , Angier STARES at Borden .

With a system like this I could have the entire city electrified whitin two years.

Mr. Edison's direct current system is flawed and dangerous. With my alternating current devices-

Mr. Alley has effused about your act to me on any number of occasions. Something you did with pockets?

Our bodies, Mr. Angier, are quite capable of conducting, and indeed, producing energy.

It's a lie. Man's grasp exceeds his nerve. The only limits on scientific progress are these imposed by society.

The first time I changed the world I was hailed as a visionary. The second time I was asked politely to retire. The world only tolerates one change at a time. And so here I am.

Nothing is impossible, Mr. Angier. What you want is simply expensive.

Alley says you are a stage magician. If a built you this device, you would be presenting it only as an illusion?

I can make your machine, Mr. Angier. But I can also give you some advice...

Go home. Forget this thing. I can recognize an obsession. As Mr. Alley could tell you, I myself an given to one now and then. It will not do you any good.

At first. But I've followed them too long- I am their slave. Their whipping boy. And one day they may choose to destroy me.

I have already begun to build it, Mr. Angier. I hope you enjoy the mountain air. This will take time.

You must be curious to see what so much money had bought you, Mr. Angier.

It is true, sir, that you are your one remaining financier. But we have not stolen your money...

Because exact science, Mr.Angier, is not an exact science. The machine simply does not operate as expected. It needs continued examination.

Which is why we need to rey a different material. It may provoke a different result.

These things never quite work as you expect them to, Mr. Angier. That's one of the principal beauties of science.

My dear Angier, you will find what you were looking for in the box. I apologize for leaving without saying goodbye...

The extraordinary is not permitted in science and industry. Perhaps you'll have more luck in your field, mystified. As to the use of the machine...

Alley has written you a thorough set of instructions. I add only one suggestion on using the machine-

Borden walks down the street . Angier is following him . Borden meets Sarah , pushing a PRAM . Borden looks down at the baby then up at Sarah .Sarah smiles .Angier watches Borden kiss wife then his baby .

Angier writing in his leather-bound journal .Angier glances at Borden 's notebook sitting on the desk .Angier flips open the notebook . Staring at the coded writing .

Borden sits on his cot . Reading Angier 's journal .Borden is crying . He puts the journal down and jumps to his feet BANGING on the cell door .The viewing slot slides open .

Te library is long and titled , with two long tables . It looks as if it used to be a latrine . Borden sits at a table . Writing on a stack of notepaper . His arms have been unbound , but long chains runs from his ellbows to where Sullen Gaurd sits smoking , craning his nek to read Borden 's writing .Sullen SNATCHES up the papers . Borden makes no move to stop him . The top sheet is a sketch of a cabinet .Sullen mashes the papers into a ball and drops them .Borden produces a RUBBER BALL in front of Sullen 's face . Sullen stares .Borden VANISHES the ball , but FUMBLES it , it drops to Borden 's feet . Sullebn LAUGHS as Borden SCRABBLEs around his ankles to retrieve the ball .Borden STANDS .Borden TURNS , NO LONGER CHAINED . Sullen JUMPS to his feet to follow , but HIS ANKLE IS CHAINED TO THE TABLE . The other PRISONERS are LAUGHING and CHEERING .Sullen FUMBLES with his keys as Borden takes a BOW . Another warder CRACKS Borden over the head with a TRUNCHEON . Sullen , now free , KICKS Borden in the ribs .CUT TO :CLOSE ON AN ADVERTISSIMENT : `` the professor has DEFIED DEATH to return with a new SPECTACULAR ! '' Pull wider-

A NEWSPAPER on the makeup table . Angier sits at the mirror . He hubs BROWN PASTE into his hair and then combs it out . Then he chooses a beard , seats it on his chin and begins to adjust it . He drops the BOTTLE of spirit gum as he looks in the mirror and sees OLIVIA standing behind him .Olivia shifts . Embarrassed .Angier slips the newspaper from the table .Olivia moves closer . Angier is quiet .Olivia moves towards him .Olivia reaches for Angier 's beard .

Angier , almost unrecognizanle as a blonde , slips into the back of the theatre , which is as rough and unwelcoming as Borden 's last venue . On the small raised stage , Borden works through his way through the Chinese rings with GLOVED HANDS to hide his damaged fingers . The tough crowd is JEERING AT HIM . Borden puts the rings down on a table and PICKS UP a bag .Angier takes a few steps towards the stage . Borden produces a RUBBER BALL . he TOSSES the ball to Angier .Angier examines the ball . Hands it back to Borden who shows no sign of recognizing Angier .Angier notices that two TALL BLACK CABINETS are standing twenty feet apart on the stage .Borden BOUNCES the BALL on the ground and catches it .Borden continues to BOUNCE the ball on the floor . The audience looks bored , waiting for something to happen .

Angier still in disguise , is slumped in an armchair , drink in hand . He is SMILING , remembering . Olivia , sitting on the workbench , waits for him to continue .Angier looks at her ...

Now it 's CUTTER standing in the audience , watching . Onstage , Borden BOUNCES the ball over and over again .Borden walks to one side of the stage and OPENS the door to one of the cabinets . It 's empty . He CLOSES it again and crosses the stage , BOUNCING the ball the whole way . At the far cabinet , Borden repeats the process , OPENING the door to the empty cabinet . This time , however , he leaves the door open . He steps forwards and GENTLY BOUNCES the ball SIDEWAYS , across the stage ... Borden STEPS into the CABINET behind him , CLOSING the door . With no one on stage , the audience watches as the ball continues to BOUNCE across the stage . BOUNCE . BOUNCE . BOUNCE . The ball loses seep and height ... Just as reaches the second cabinet , something IMPOSSIBLE happens . THE DOOR TO THE SECOND CABINET OPENS AND BORDEN STEPS OUT , CATCHING THE BALL . Cutter FLINCHES , then studies Borden . The audience is BEMUSED . Finally , a trickle of applause .

Angier is disguise , starts CLAPPING loudly , FIRMLY , as if he ca n't help it , LEADING the applause . Borden BOUNCES the ball once again , then BOWS deeply . The APPLAUSE peters out . Borden walks off the stage .

Angier turns to Cutter .They both turn to look at Olivia .Angier looks at Cutter .Angier smiles . Turns to Olivia , pointing to his face .

Angier , swinging his cane , walks slowly up the mountain road .

The lab is illuminated by thirty fot STREAMERS of electrical DISCHARGE that pour from the base of the tower . Angier stops , fearful .As Angier stares , a MAN begins to emerge from the very center of the CONFLAGRATION . Bolts SNAP and TRAIL after the man as he walks , in SILHOUETTE , towards Angier .Tesla emerges from the ball of electricity , dressed as if he were on his way to the opera . He brushes SPARKS from the sleeve of his jacket as he extends a band to Angier .Angier returns the handshake .Tesla keeps hold as Angier 's hand . Angier , confused , does so . Alley hands him a lightbulb , which starts to glow as he grasps its metal base .Tesla release Angier 's hand . The bulb goes out . Alley takes it from the Angier who looks at the palms of his hands .

Angier , Alley and Tesla are seated around a table on a decl overlooking a spectacular view . They are eating sandwiches .Tesla looks out at the mountains .Tesla rises , washing his hands in a basin on a side table .Tesla nods . Considering .Angier looks into Tesla 's eyes .Tesla disappears into the lab .

The club is warm and dark . Olivia , Cutter and Angier make their way to the bar . Olivia points to the far end of the bar , to a TRAMP in tattered clothing , curled over a pint .The tramp sees Olivia , hoists himself up and spills his way down the bar to them . As he draws closer , we understand why Olivia has brought them here . Underneath the filth and matted hair , this man is SPITTING IMAGE of Robert Angier- HE IS PLAYED BY THE SAME ACTORAngier is staring a little too much . Root throws an ARM over Angier 's shoulder and draws him in .Angier smiles unconfortably . Sunddely Root WRAPS this hands around Angier 's neck and begins to THROTTLE him . Cutter breaks it up and pushes Root back .Angier is shaken . Root picks up his hat off the bar and disappears onto the street .

You would drink, too, if you know the world half so well as I do.

Did you think you were unique, Mr. Angier? I have been Cassar. I have been Faust. How difficult could it possibly be to play'The Great Danton?'

To what do I owe the pleasure of this rather welcome pint of ale?

Of course I am. But do n't advertise it- I'll be mobbed with fans.

If you insist. I'm not perfoming tonight. Well, only one show, and, to be frank, my people pretty much run things these days.

Borden escorts Sarah and their TODDLER , a girl , up the three lined street . Borden stops abruptly . Crouches to his daugther .Borden reaches up and pushes a wayward LOCK a her hair over her ear . When his hands returns , it 's holding a KEY . He stands , places the key in Sarah 's hand .Borden takes her gently by the shoulders and turns her around until she 's facing a modest two-story HOUSE . She looks down at the key in her hand .Sarah turns and embraces her husband .

The auditoruim is empty . Two doors is simple frames have been erected in the middle of the stage . Angier fiddles with one , opening it , walking through it . Olivia is watching .Angier stands Olivia in front of the door . he pushes the door all way open . Suddenly , a TRAP-DOOR set into the floor POPS open . Angier JUMPS through it-

-LANDING beside Angier on the straw matterss .Olivia looks around the below stage area .She gestures at a LIFT twenty feet away with a TRAP DOOR MECHANISM above it . Angier nods . Olivia looks at Angier .Olivia looks at him strangely .Angier looks away , embarrassed .Angier and Olivia look up to see Cutter at the trap door .

Angier and Olivia sit in the front row . Cutter beckons Root onstage . He 's been clened up and dressed in Angier 's stage costume . he TRIPS on his way across the stage .Root picks himself up and dusts himself off . Suddenly , ROOT HAS BECOME ANGIER . he is channeling everything from his facial expressions to his walk . Angier nods , starting to believe this might work . The illusion is PERFECT -- till he opens his mouth .Angier hops up onto stage , examining Root from different angles . Root starts APING his every movement . Olivia starts laughing . Angier is getting uncomfortable .Root looks challengingly at both men .Root WAVES his hands across his chest , in the same manner that Angier does onstage . He produces a bottle of Gin from thin air , and takes a long swallow and jumps down to Olivia .Cutter nods .

The enormous MARQUEE of the Empire Theatre : 'The Great Danton perfoms THE NEW TRANSPORTED MAN ' Beneath it , a CROWD . Fallon amongest them . STARING up at the sign .

Angier is onstage , nearing the end of his show , SMILING BROADLY as he pulls dozens of FLOWERS from thin air and tosses them to the crowd . APPLAUSE fills the theatre . The DOORFRAMES are wheeld out on either side of the stage . Angier approaches the edge of the stage to address the audience with a suddenly SOLEMN demeanor .Angier puts on a TOP HAT .Angier gracefully TURNS and heads upstage to the right-hand door , opens it , SLAPS it to show that is sold . Then strolls through crossing the stage- -to the other door , which he opens , SLAPPING to show its solidity , then walking trough the frame . Angier removes his TOP HAT and THROWS it high into the air . It sails back down to him and he catches it . Angier THROWS the HAT again , even harder this time , and it disappears uo into the rafters . After a beat , it is clear it 's not coming back down . LAUGHTER . Angier snaps his fingers and the hat is dropped back down to him . He catches it . Angier movies to the first door and THROWS HIS HAT in a HIGH ARC across the stage . He OPENS the door- steps behind it ... The second DOOR , FAR ACROSS THE STAGE , IMMEDIATELY opens and ANGIER/ROOT EMERGES , REACHING UP TO CATCH THE HAT . BOTH DOORS SLAMS SHUT behind him . He puts on the hat . The AUDIENCE ERUPTS- A STANDING OVATION , Fallon the only one in his seat as Angier/Root takes his BOWS .

Angier , hearing the MASSIVE APPLAUSE , climbs off the straw mattress , PEERING up through the cracks in the floorboards . Smiling , Angier turns to the unseen audience and BOWS .

Angier , Olivia , and Cutter are CELEBRATING their sucess . Empty bottles of champagne line the makeup table .They drink .Angier smiles , rueful .Angier turns to Olivia , raises his glass .They turn . Root is lying behind a trunk , still in costume .Cutter is SLAPPING Root to his feet . He grabs his collar and turns to Angier and Olivia .Cutter DRAGS Root out . Olivia slides onto the makeup table .Olivia pours him some more champagne .Angier looks up at her with a gentle smile . She pulls him in closer and they KISS . She wraps her legs around him . They kiss again . Angier pulls back .Angier shakes his head , distracted .Olivia stares at him .Angier rises , turning out of her embrace .Angier turns to her . Looks her in the eye .Angier moves to Olivia , placing his hands on her shoulders .Angier thinks for a second . Then smiles .

Alley shows Angier in . Tesla is sitting , reading .Tesla RISES . Leads Angier to a back corner at the room and pulls a SHEET from a ten-foot tall apparatus- the ELECTRICAL MACHINE Angier used on stage in the opening of the film .Alley FIRES a GENERATOR connected by thick cables to the machine . It RUMBLES into life , smoke pouring from the slats .Angier takes off his hat and tries to hand it to Tesla . Alley intercepts the hat and lays it on a chalk hasmark directly underneath the machine . He returns to the controls .Without further ceremony , Alley FIRES the machine . Nothing happens . Then , as they watch , the GLOBE on top of the tripped FLASHES whits hot . BOLTS shooting out of it , wrapping themselves around the legs of the tripod . The CHARGE reaches a FREEZY and then emits a loud BANG , as if it has broken the sound barrier . Suddenly the room is still . Tesla walks forward . Looks down into the pit . Alley joins him at the edge of the pit . Angier , limping , is the last to arrive , locking into the pit- -at the TOP HAT , which has n't moved an inch .Tesla STARES at the hat as if trying to melt it with CONCENTRARION . Alley pulls Angier away from the pit .Angier begins to protest but Alley gestures towards the door .

A small , disused shop off an arcade , crowed with tools , cabinetry and props , windows plastered with playbills . Borden is sitting at a workbench , sleeves rolled up , working a lathe . Fallon enters , Olivia behind him . Borden looks back at her , turns back to the table , instinctively putting on his gloves .Olivia sees one of the theatrical notices that litter the shop : `` THE GREAT DANTON BREAKS RECORD WITH HIS ASTONISHING NEW TRICK ''Fallon leaves , closing the door .Borden sits there .Olivia is taken aback . Chanes tack .Borden rises , moves closer to Olivia .Olivia meets his gaze .Borden stares at her , unsure .She gives Borden a challenging smile/shrug .

Cutter is fixing a prop mechanism . Angier approaches , in his undershirt , looks over his shoulder . Cutter glances up .- Angier nods . Cutter REALIZES .Root looks at Cutter with genuine malice .

Angier is applying his makeup . Cutter enters . Angier looks at him through the mirror .He holds up the paper , folded to an advertisement : PANTAGES THEATRE- FROM NEXT WEEK- THE PROFESSOR WILL DEMONSTRATE THE ORIGINAL TRANSPORTED MAN- ACCEPT NO CHEAP IMITATIONS ! ! !Angier considers this . Nods . Thinking .

Root smokes a cigarette . PULL BACK to reveal he is standing on the LIFT beneath the stage ... The trapdoor OPENS and Angier DROPS onto the straw mattress . He looks over to see Root finishing his cigarette .Root smirks at Angier- TOSSES the cigarette and CATAPULTS up-

-onto the stage and STEPS/STUMBLES out from behind the door to LOUD APPLAUSE . Root has a SLOPPY GRIN as he STRUTS acroos the stage , milking the applause from every angle , blowing kisses , winking ... loving it . He turns to Cutter in the wings . Blows him a kiss . Cutter GLARES . Then TURNS to a stagehand .The stagehand starts LOWERING THE CURTAIN .

The bar is dark and seedy , packed with an unpromising lot .Root is hanging precariously from his barstool , head lolling towards his empty glass . He is in his own clothes , but cleaned up to look like Angier . A full PINT arrives in front of him . Root turns to face his benefactor- BORDEN . Root takes several large GULPS , staring at Borden . Suppresses a belch .Root gestures silence , glancing around them .Root DOWNS the rest of his new pint , placing the empty glass in front of Borden with an emphatic THUNK .A new pint arrives . Root sips .Root looks at Borden . Drunken whells spinning .

Angier is almost all the way through his act .Angier takes his time , confident , MILKING IT . He throws his HAT into the air , catches it .

Angier DROPS ten feet to the concrete floor . But there is NOTHING to break his fall- He SMASHES painfully to the ground . CLUTCHING his leg in AGONY , he looks up and sees SOMEONE standing on the lift twenty feet away ... BORDEN .

The first door slams shut . The audience turns their attention to second door . The door remains closed . The HAT falls gently to the floor . SILENCE , broken by a COUGH in the audience .

BORDEN bows to Angier- the LIFT ROCKETS BORDEN UP THROUGH THE STAGE FLOOR .

The second door OPENS , and BORDEN steps through , looking all around , CONFUSED , as if he does n't know where he is . He looks back at the door , then picks up the HAT ...

Angier looks at his leg- a nasty COMPOUND FRACTURE . As he chokes on pain he can hear LAUGHTER from the AUDIENCE .

As Borden mugs with the hat , trying it on and finding it too small , something is LOWERED from the flies above : ANGIER/ROOT , BOUND AND GAGGED , HANGS from a chain . A sign around his neck reads : `` OPENING AT PANTAGE- THE PROFESSOR '' Borden looks up behind him .The Great Danton comes to rest three feet above the stage .Borden places the top hat and ANGIER/ROOT at a JAUNTY ANGLE . THUNDEROUS APPLAUSE and LAUGHTER . Borden BOWS , hops down off the stage , and walks up the aisle , bowing , enjoying it all the way .

Cutter crouches over Angier , fixing a LONG SPLINT to his broken leg . Behind them , Root still hangs above the stage , groaning in protest .Cutter helps Angier to his feet .Angier stops to look at Cutter .Cutter gestures at Root .

Angier , thinly disguised , leg in long metal brace , pushes through the crowd outside the box office . The marquee : The Professor Performs His Masterpiece- THE ORIGINAL TRANSPORTED MAN ! ! On the box office : SOLD OUT THRU SUNDAY . Angier STARES .Angier turns to the SCALPER . Nods .

Angier slumps into a seat at the back of the PACKED theatre . ONSTAGE : Borden works through his show with a SUPERIOR DEGREE OF SHOWMANSHIP , even cracking a smile when called for . Working WITHOUT GLOVES , he makes much of performing tricks ONE-HANDED . He is assisted by Olivia , who looks STUNNING . Borden performs ths Transported Man . Borden HAS DRESSED IT UP WITH ELECTRICAL APPARATUS . Two large glass balls transmit SPARKS between one cabinet and the other along BARE WIRES . Another watches , anger rising as he watches Olivia 's close RAPPORT with Borden .

Olivia enters in to the darkness bedroom . She strikes a match and lights one of the gaslights ... ... and SCREAMS as the gaslight illuminates Angier , sitting in an armchair , cane leaning against the arm of the chair .Angier RAPS his leg brace with his cane . HOISTS himself up .Angier takes her by the shoulders , ROUGHLY .Angier SLAPS her . She shakes her head at him .Angier shakes his head , furious .Olivia glares athim , tears forming in her eyes .She moves to her bed , REACHING below the mattress .Olivia tosses something at Angier : a CARDBOARD-BOUND NOTEBOOK .Angier starts leafing desperately through pages .Angier puts the cardboard-bound notebook into his pocket . Olivia , worried , holds out her hand for the notebook .Angier looks at her , incredulous .Angier stops , realizing what he said . Calms himself .Angier puts his hands GENTLY on her shoulders .Olivia nods , crying . Still scared . Angier drags his leg to the door . She watches him go , torn .Angier looks at her , sympathetic .

CLOSE ON : SHATTERED GLASS , BROKEN PROPS AND CABINETRY .Borden and Fallon survey the WRECKAGE of their shop . Borden looks at Fallon .Fallon nods . Borden sighs . Weary .

A small CROWD of autograph SEEKERS crowd the stagedoor . A BODYGUARD steps through the door and begins unshering them away as Fallon and Borden follow him through the door . The bodyguard hold the door to a carriage open and Fallon steps up . Borden stops at the door .Fallon looks concerned .Borden doffs his hat and walks onto the crowd street . Fallon steps down , reaches into the bodyguard 's jacket and pulls out a PISTOL . He checks that it 's loaded and slips it into his own jacket . Then he sets off after Borden .

Fallon continues to follow Borden at a distance . Borden steps into a tobacconist 's . Fallon stops and idles at the street corner . As Fallon watches , acrooss the street , another man STOPS . Fallon slips back around the corner and looks : It 's Angier , leaning on his cane . Borden emerges from the tobacconist and continues down the street , a cloud of pipe smoke drifting after him . Fallon waits for Angier to set off after Borden , then follows both men from a distance . Borden crosses to the same side of the street as Angier . Fallon picks up his pace and tries to cross the street but is HELD UP for a second by passing traffi . As he reaches the other side , Borden is gone , but he sees Angier dissappear down and alleyway .

Fallon rounds the cornder and stops . The alleyway is EMPTY . -- he has lost them . Finally , he sees an open , darkned doorway towards the end of the alleyway .

Fallon stops at the doorway , his gloved hand gripping te doorframe . Angier stands at the other end of the hallway , watching him . Fallon takes a step towards him and CRASHES through the rotten floor to the basement below .

Fallon drops heavily into an almost-vertical OPEN COFFIN . DISORIENTED , Fallon just glimpses CUTTER DROP THE LID INTO PLACE , shutting him in . Cutter starts NAILING it down . A GUNSHOT TEARS through the lid of the box . Cutter falls back , but is caught by Angier . Angier rolls Cutter off to one side . He is clutching at a BLOODY WOUND on his arm .Angie picks up the hammer and continues NAILING .

Borden picks up his way through the overgrown cemetary . He hears a KNOCKING and turns : Angier is behind him , RAPPING on a broken headstone with the head of his cane .Borden tries to gauge Angier 's expression .Angier pulls a sheaf of writing paper and a pencil stub from his pocket . He offers them to Borden .Borden takes the paper and pencil and stares Angier in the eye , gauging him . Beat . Borden writes a SINGLE WORD on the top page and folds it up .Borden looks at Angier with a glint in his eye .Angier reaches for the folded paper , which Borden lifts out of reach .Angier pulls a SHOVEL free from a pile of dirt beside him . He STAKES it into a fresh pile of dirt in front of Borden . Borden looks at Angier , CONCERNED .Angier movies away through the headstone , leaning heavily on his cane . Borden begins to DIG .

Cutter is slumped in a chair by the wall , his arm bandaged . He smiles up at Angier , who sits down next to him .Angier holds up the folded paper .Cutter looks curiously at Angier .Angier looks at Cutter , uneasy .Angier opens the piece of paper . A large GRIN spreads across his face . he turns it to Cutter- it reads- - T E S L A - Cutter frowns , confused .Cutter watches Angier 's excitement . Awkward .Angier looks at Cutter , uncomprehending . He considers saying something . Stops . Restraining himself .

Sarah sits by herself at a table for two . Borden ENTERS with a swagger , Olivia beside him , Fallon behind . The MAITRE D ' hurries over , signaling WAITERS . Sarah looks up . UNCOMFORTABLE .The Waiters spirit another table and chairs to join Sarah 's . Borden pulls out a chair for Olivia .Olivia smiles cheerfully . Fallon nods , embarrassed .The WAITER presents a bottle of champagne . Borden nods without looking at it .OTHER DINERS are glancing over . The waiter uncorks the bottle with a muffled POP and pours champagne into Borden 's glass .Awkward silence . Olivia shifts in her seat .Fallon is on his feet , pulling back Olivia 's chair .They leave . Borden glares at his wife .Sarah is clearly on the verge of tears .Borden , seeing her fistress , softnes .Borden looks at her speechless . Shrugs helplessly .Sarah brushes away a tear .Borden just sits there . Offering nothing .

Angier walks up to the hotel . A MOTORCAR is parked in front and TWO MEN are unloading it . One of the men STARES at Angier as he enters the hotel .

Angier walks to the reception desk .Not very polite . A lot of questions . At first I thought they might work for the government .Angier starts out the windo at the men unloading equipment .

Borden turns to see Fallon show in Olivia .They start to speak as Borden 's V.O . continues .Olivia meets his gaze .Borden stares at her , unsure .She gives him a sly smile .Beat .They sit there in silence , appraising each other .Olivia smiles , moves to Borden , reaching for his gloved hand . Borden flinches , surprised .She tenderly PEELS OFF his padded glove revealing his mutiladed hand .Borden looks into her eyes .

Borden and Olivia are in bed together . It is raining outside . He watching her get out of bed and moves to the window to smoke a cigarette .She smiles quietly at this .Borden considers this .

Olivia makes her way past crowed MARKET STALLS .Fallon is SHADOWING her from a distance .

Angier looks up from Borden 's diary . Pale . He flips pages and pages forward TO THE LAST ENTRY ...Angier looks up from the notebook . Mind reeling .Angier STARES at the pages , unblinking . JUMPS to his feet ...

Angier STRIDES up to the fence .Angier takes his cane and starts running its METAL TIP across the eletrified fence- causing SPARKING and CRACKLING .Alley emerges from the building , consufed .

Alley opens the door- Angier BURSTS IN past him , ENRAGED .Tesla is holding a cage containing a large tabby CAT .Tesla silences Alley with a tiny GLANCE .Tesla gives Angier the slightest of smiles .Alley points to the top hat , which is sitting on a workbench .Tesla opens the cage and points the open end at Alley .Alley reluctantly reaches into the cage and pulls out the TERRIFIED CAT . He jumps down into the pit and secures the animal bu its collar to a eye-hook sunk into the ground .Alley pulls himself out of the pit , and Tesla CHARGES the generator . The cat stares up at the machine around it and HISSES . Without ceremony , Tesla FIRES the machine . As before , large BOLTS spew from the head of the machine , down towards the unseen cat . The machine build to a DEAFENING ROAR , then sputters out . Silence . The three men begin edging towards the pit . Suddenly , a terrifying SCREECH . The cat is still there , still tied to the hook . Alley breathes a sigh of relief and starts to free the car . Tesla looks frustated . Suddenly , the cat bursts free of Alley and ROCJETS through the open side door of the lab .Angier limps after the cat .

Angier sees the cat disappearing along the edge of the building and into the forest beyond . Angier follows .

Angier pushes his way through the dense undergrowth , trying to keep up , but the cat has disappeared .Suddenly , a HORRIBLE SCREECHING reaches Angier . He begins to follow the noise . He stops at the opening of a tiny GLADE , no more than ten feet across . Two IDENTICAL CATS are fighting viciously in front of Angier . He tries to separate the two animals , and succeeds in grabbing one . The other cat RACES off . Angier takes a few steps after it , then FREEZES , staring at- TOP HATS . Clustered in a small glads . The first cat slinks its way through them . The SECOND BLACK cat jumps from Angier 's hands- RACES into the glade , HISSING , SPITTING , CHASING the first cat into the woods beyond- Angier is left alone in the clearing , staring at the pile of dozens of IDENTICAL TOP HATS .

The top hats are in a pile on the dark . Tesla is at the table , measuring two HATS with a pair of Calipers . Angier and Alley are watching .Tesla looks carefully at the hat in his hands . It has a tiny TEAR on the inside of the brim . He picks up another hat . It has the same TEAR .Angier , still dazed , takes his cane and heads for the door .Angier stops and looks at the pile of hats .Tesla smiles at him .

Borden 's daughter , JESS , now four , runs into the room and tries to hop up into his lap . Laughing , he helps her up .Jess nods at him , solemly .Borden holds the newspaper open for her to look at .A large advertisement features a picture of Borden : The Professor- England 's premiere magician !Borden picks up the girl off of his lap and stands .Borden walks to the door . As he does , Sarah enters , avoiding his eyes , then ducking him as he tries to kiss her . She reaches for the sherry decanter . He watches her pour . Sarah looks at him , eyes red from crying .Borden moves to her , gentle concern in his eyes .She looks into his eyes . Fascinated .She turns from him . Borden watches her sadly . Leaves .

Borden walks along a disused strecth of industrial canal that snakes through the poorer neighborhoods of the city . Borden wanders into a tunel . Another man is waiting for him -- Fallon . Fallon hands Borden a folded piece of paper . He studies it .Fallon looks away . Borden tears up the paper .Borden , embarrassed , pats Fallon on the shoulder and makes off down the path . Fallon sets off in the opposite direction .

Olivia , barely wearing a dressing gown , answers the door to Borden . She pulls him in , trying to draw him into a kiss , but he backs away .Olivia looks at him . Cold .Borden watches her move down the hall .Olivia comes back in , half-dressed .

Angier walks out from the lobby . The two MEN he saw before are loading up their automobile . Smiling , laughing .

The coach pulls to a stop . Angier and the driver look up . A plume of SMOKE is rising from further up the hill .

Angier rounds the bend in the road and comes into view of the laboratory . He FREEZES . The fence has been TORN DOWN . Beyond it , the LAB has been BURNED TO THE GROUND . The metal tower is in SMOLDERING PIECES . Everything else is gone . Angier notices a piece of metal lying in the road near him , and , using his cane , flips it over . It 's Alley 's sign warning trespassers to keep out .

Angier takes down the picture of Julia from the mantel . He studies it a second then puts it in the top of his packed suitcase .

The BELLBOYS wrestle with Angier 's cases as Angier walks to the reception desk . The manager smiles up at him .Angier takes out his wallet and begins laying down bills .Angier smiles up at him , absently and begins to leave .Angier stops .The manager smiles .

Angier follows the manager down a darkened hallway .The manager stops at a set of DOUBLE DOORS and unlocks them . He pushes them open and ushers Angier through .

Angier steps into the massive , elegant room . Standing on the dance floor is an ENORMOUS SHIPPING CRATE . Stencilled on one side `` COLORADO SPRINGS '' Angier walks up to the huge crate , awestruck . An envelope addressed to him has been stuck to the front . Angier stops it and begins to read .

Under cover of night , a group of FIGURES ransack the laboratory .The figure begin setting FIRE to the sides of the laboratory .

The open crate sits empty at the side of a derelict stage . Angier , in shirt sleeves is running cables to the MACHINE , which is standing center stage .

Alley holds open the door to a coach . Tesla steps up into it and looks back from the coach 's open door , up the mountain .High on the mountain , the laboratory is ABLAZE .Tesla folds himself into the coach , shutting the door as it moes off down the mountain .

Angier moves to one side of the stage where he makes a hash mark with a piece of chalk .He loads A GUN and places it next to the machine .Angier THROWS THE SWITCH . The machine GROANS into LIFE- SPARKING and GLOWING as it gets up to full power .Angier closes his eyes for an instant , listening to its power , then THROWS HIMSELF INTO THE MACHINE . HE IS CONSUMED BY LIGHT ... WHITE SCEEN-The WHITS becomes handwriting an a page and we are-

Borden STARES at Angier 's journal in disbelief .Borden SLAMS the journal shut . Staring at it .

BORDEN stands at the fence again .Borden looks away , uncomfortable .Borden leans forward and stuffs ROLLED PAPERS through the fence . Owens takes them carefully .Owens leafs through the papers , annoyed .Owens looks at Borden .

Jess sits at the foot of the stairs , listening to her parents SHOUT at each other in the living room . She is CRYING .

Sarah is WILD , eyes red , hair a mess . Utterly DISTRAUGHT Borden is trying to calm her .

Jess looks up . Fallon is standing above her . Listening .Jess reaches up a hand . Fallon takes it in his .

Sarah turn to face Borden . Deperate .Sarah pauses . Catches her breath .Borden calms . Looks into her eyes . Nods .Borden looks into her eyes . Sincere .Sarah takes this in . Borden watches , helpless .Borden watches her turn away from him .

Jess reaches up to Fallon with her other hand . He takes her gently in his arms . We stay on Jess 's tear-stained face over Fallon 's shoulder as he carries her up the stairs .

CLOSE ON A POSTER : Borden , in costume , looking intense : THE PROFESSOR- MASTER OF DARK FORCES . As we PULL BACK we hear a GENTLE CREAKING ... PULL BACK past a hanging PAIR OF FEET , one shoe missing ... wider shows up that it is SARAH , HANGING BY HER NECK FROM A BEAM IN THE MIDDLE OF THE SHOP . Gently swinging .

Cutter is finishing his meal at the bar . He goes to take a swig from his pint and FREEZES- at the bottom of the glass : A PLAYING CARD . He looks around the bar . No one he recognizes . He reaches into the glass . Cutter pulls out the card- an ADDRESS is written up one side .

Cutter walks along labyrinthine streets . Stops at an ABANDONED THEATRE . He looks up at the building , then enters .

Cutter makes his way past the tattered box office and into the derelivt auditorium . In the middle of the room is the CRATE . Cutter stands and stares at it .Cutter turns . Angier is behind him , leaning on his cane . Beside Angier is a SECOND BLIND STAGEHAND .Cutter sizes Angier up . Looks around the theatre .Angier sits in one of the stalls . Cutter follows suit .Cutter stares at the crate .Cutter considers this . Uncertain .Cutter looks at Angier . Nods .

Who's there Cutter turns. A STAGEHAND. His eyes are solid white. The man is clearly BLIND.

A long , expensive CARRIEGE creeps out to a halt outside the abandoned theatre , and the confused driver pulls over .The carriage opens , an imposing man in his 50 's steps out , looks the place up and down , then heads inside .

The man enters the auditoruim and stares downat the BRIGHTLY LIT STAGE . Cutter moves quickly up the aisle , hand outstretched .Ackerman shakes Cutter 's hand .Angier has appeared .Angier smiles .After a moment , the machine SPARKS INTO LIFE . ELECTRIC BOLTS CASCADE from the GLOBE and SPLASH on the stage .Angier smiles at Cutter and head back down the stage . he STEPS himself into the machine and DISAPPEARS . The machine SPUTTERS out and is silent .Ackerman begins to turn around- then STOPS- ANGIER IS STANDING DIRECTLY BEHIND HIM . Ackerman is dumfounded . He looks back down at the stage .Anckerman steadies himself ;

When you said you only wanted to show me one trick it piqued my interest.

That's it, Cutter? He simply disappears? That's not a trick. He has to come back. There has to be a-

Pardon me. It's very rare to see... real magic. it's been many years since I've seen...

Yes. But you'll have to dress it up a little. Disguise it. Give them enough reason to doubt it.

Get rid of them. This is a magical act. An excellent one. I believe you booked his first engagement several years ago. The Great Danton.

There will be one hundred performances. No more, no less. Five perfomances a week. No matinees, no weekends.

Merrit sits eating a sandwich . The door to his office opens and ACKERMAN strides in . Merrit STRUGGLES to his feet .Ackerman sits without being asked to .Ackerman stands .Ackerman picks up a pen and paper from Merrit 's desk .Ackerman scribbles onto the paper and hands it to Merrit .Ackerman sweeps out of the room , leaving Merrit dumbfounded , staring at the scrap of paper in his hands .

Olivia and Borden are seated across from each other , finishing their meal . Olivia watches Borden eat .Borden says nothing .Olivia tosses her napkin on her plate .Borden watches her rise from the table . She looks at him .Borden can not hide his reaction .Olivia smiles at him and leaves .

Borden , in disguise , takes his seat halfway along the aisle . The lights dim . Curtains RISE on a simple stage . Bare except for a WATER-FILLED GLASS TANK . Borden STIFFENS in his seat , perplexed . Angier limps onto the stage . Addresses the audience .Borden watches the hook descend from the flies . Remembering . INSERT CUT : Borden STARES as Angier desperately BRUSHES the water from Julia 's face .

Angier steps forward as another curtain is drawn up behind him , revealing TESLA 'S MACHINE .The audience RECOILS in terror as the MACHINE is STARTED and BOLTS fly from it . SMOKE drift over the audience . Borden inches forward in his seat . Angier stands in front of the machine , silhouetted by the FRENZY of electricity behind him . He TOSSES his cane to his assistant and steps into the machine . The audience SCREAMS as large bolts BLAST from the machine and wrap themselves around ANGIER 'S ARMS and legs . Borden is watching very carefully . Angier is almost impossible to see as the machine builds to a climax , but , just before it does ; Borden catches a glimpse of ANGIER 'S BODY FALLING THROUGH A TRAP DOOR . The machine sputters out . Angier has DISAPPEARED . The lights are dim . A FOLLOW SPOT FIRES into the BOXES , audience looks up with a gathering commotion- ANGIER IS STANDING ON THE RAIL OF THE ROYAL BOX , thirtyfeet above stalls . He smiles down at the audience .The audience breaks into a MASSIVE STANDING OVATION .

Fallon is at the workbench , staring at a sketch of Tesla 's machine . Borden paces , AGITATED .Borden walks back and stares at the sketch .

The theatre is closed , and tree BLIND STAGEHANDS are wreastling a TARP-WRAPPED BOX onto a cart in the alleyway behind the theatre . Fallon is watching from the shadows .

Fallon watches from further down in the alley as the Blind Stagehands unload the box onto a dolly and wheel it through the stage door . He moves closer , then STOPS . Seeing something . CUTTER has emerged from a nearby doorway and slipped through the stage door .

The blind stagehand wheel the tarp-covered box to two LARGE METAL DOORS in the floor of the auditorium and start hooking it up to a winch . The metal doors open with a metal HOWL ... Cutter slips down the aisle . WATCHING .The man turns precisely to Cutter , flasing his white eyes .Cutter turns . Angier approaches .Cutter looks down at the BLACK HOLE in the floor .Angier looks at him , serious .Cutter considers Angier 's grave tone .Cutter leaves by the stage door .

Borden sits at his work bench . Fallon fiddles with his howler hat .Fallon nods . Borden gets to his feet with a sigh . Turns to a POSTER on the wall- `` The Great Danton Perform THE REAL TRANSPORTED MAN- 100 SHOWS ONLY '' He studies the image of Angier . There is a small DEVIL looking over his shoulder .Fallon puts on his hat with a shrug .

A packed house . Many hands raised . Move in on a BEARDED MAN , his gloved hand tentatively rising into the air . IT IS BORDEN . A GLAMOROUS ASSISTANT beckons Borden from the aisle . He shuffles along his row towards her . Embarrassed . Borden and four other VOLUNTEERS follow the Assistant down towards the stage ... On which stands Angier , leaning on his cane , smiling . Looming over him is the large and complex ELECTRICAL MACHINE . Borden STARES at the machine as he mounts the stage . Borden , FASCINATED , and the other volunteers look over the vast machine . As Angier GESTURES theatrically at the various features of the metal and glass apparatus . As the Assistant leads the Volunteers to the side of the stage , Borden slips through the gas at the side of the curtains-

-looks around , disoriented , then darts for some stairs leading below stage where he runs into a burly STAGEHAND .Borden pulls off his beard .The Stagehand raises his eyebrows and steps aside . Borden RACES down below the stage . Cutter approaches the Stagehand .

Angier throws switches on his machine . As it GROANS into life , SPARKING and CRACKLING , Angier gares at it , forgetting his audience . Entraced . Possessed .

Borden fumbles through the darkned area , lit by flashes and sparks through gaps in the boards of the stage above . He GASPS as a flash illuminates a STAGEHAND with SOLID WHITE EYES sitting nearby . Borden waves a hand in front of the Stagehand 's face . He is BLIND . Borden moves on .

Angier , facing the audience , steps backwards into the machine . He looks up at the electricity sparking just above him .

Borden lights a MATCH . In front of him is a LARGE GLASS TANK FILLED WITH WATER , ITS LID PROPPED OPEN . Borden frowns .

BOLTS of electricity draw inwards , wrapping Angier in a ball of LIGHTING which CRACKS-

The ROOM fills with lIGHT as a TRAPDOOR snaps open and a BODY DROPS INTO THE TANK . The lid of the tank and trapdoor above SNAP SHUT , leaving the tank , and Borden , in complete DARKNESS .

The Machine sputters to a stop . Angier is GONE . The audience sits , WAITING .

Borden the tank , ANGIER IS DROWING . His rolling EYES fixed on Borden , he POUNDS desperetely on the thick glass , SCREAMING BUBBLES ... Borden , HORROFIED , tries forcing the lif ot the tank open . It 's sealed shut . He leaves the tank and begins searching around under the stage . He finds a SPANNER . Borden SMASHES again and again at the glass of the tank , which spiders , then CRACKS , and finally GIVES WAY . WATER bursts from the tank , sweeping Angier 's body into Borden , and both of them onto gournd . Above them we can hear YELLING . Borden rolls Angier onto his side and POUNDS on his back . Water and blood OOZE from the man 's lungs . His eyes are dilated and lifeless : ANGIER IS DEAD . Borden is frozen , unable to move . Cutter appears behind him , SHOCKED by what he sees . Borden turns to look at him , his eyes wild with confusion .

A MORTICIAN pulls back a sheet draped over a CORPSE . Angier 's lifeless eyes stare up at us . Cutter looks at Angier , the up at the Mortician . Nods .

borden stands chained to the dock . The JUDGE has a piece of black cloth draped over his wig .

A POLICEMAN shows Owens into the room , walking him past all of the equipment to the far end where Cutter stands staring at the MACHINE 'S CRATE .They shake hands .Owens moves closer to the crate . Sees the COLORADO SPRINGS stencil .Cutter nods . Owens starts to walk away . Turns .Cutter nods .

Borden is sitting quietlt in a large cell . Sullen opens the door .Borden looks up .Borden HURRIES to his feet .

Borden , clutching an envelope , is escorted across the yard , PEERING at the fence . He catches a glimpse of this daughter waling beside a man on the wooden section . As Borden reaches the fence he CROUCHES to greet his little girl , forcing the Sullen and the other Warder to crouch to undo his chains .Jess SMILES at him and reaches through the fence .She nods .Borden drinks in her gace , her hair . She grasps the fence .It is only then that he notices the HAND ON HER SHOULDER . He rises to come face-to-face with Lord Caldlow--who is ROBERT ANGIER . Risen from the dead .Borden STARES at Angier .Angier just SMILES .Borden says nothing .Angier looks at Borden . BitterAngier gently pulls Jess back from the fence . She PROTESTS Desperate , Borden holds out the envelope .Borden nods . Angier steps up , takes the envelope .HE TEARS the envelope in half . Then again . And again ...He tosses the peices on the ground .Angier TURNS .Angier stops . Lets Jess come to fence . She is crying .Borden PRODUCES his RUBBER BALL . Jess looks at it .Borden VANISHES the rubber ball . ANgier pulls Jess back from the fence and starts walking away . Borden rises .Angier continues walking Jess away . Shaking this head .Borden is alone . He watches as the wind scatters the pieces of his prestige over the muddy yard .

Angier steps inside with Jess . The HOUSEKEEPER comes to take her .Angier looks at her , surprised .

Cutter is in the drawing room , looking at the carriage clock on the mantle . Angier enters . Cutter spots his reflection .Angier fixes Cutter with a steady gaze .The Housekeeper appears with Jess at her side .Angier smiles kindly at her .They leave .Angier says nothing .Cutter , realizing , looks at Angier , SHOCKED .Cutter moves to the door . In a daze . Pauses .Cutter considers this . Makes a decision .Cutter lookd at Angier . Sad .Cutter opens the door . Angier watches him go .

Borden is at the fence . Fallon is on the other side .Borden looks down at his feet .Fallon wipes tears from his face . Borden looks at him .Borden pulls the RUBBER BALL from his pocket and BOUNCES it up and down . He TURNS to be led back into the prison , DROPPING the ball . The ball bounces gently past the fence . Fallon catches it .

Borden is led along the empty corridor , braced by six guards . The procession stops at a large windowless metal door , sunk deep into the wall . Sullen opens the door and Borden is led inside . As Borden passes Sullen he leans in to his ear-Sullen stares back at him , terrified .

The room is low and small . Two parallel beams , eight feet high , run from one wall to the other . Hanging from the center of the beams is a chain . Below the chian is a trap door . Sullen locks the door to the chamber .

Jess is playing in the grounds . A NURSEMAID some distance off chats to a GARDENER . Jess looks up from playing . Someone is there . Cutter .

A CART pulls up to the side of the theatre . Cutter and two WORKMEN step down from the cart and move to the back of it . Cutter pulls the tarp off the back of the cart . Underneath it is the MACHINE 's CRATE .

The crate is sitting on the dolly in the auditorium .The workmen levae . Cutter looks at the crate . Angier emerges from the darkness .

The warders remove Borden 's chains and shackles and replace them with strong leather belts that bind his feet together and his hands to his sides . They shuffle him forward onto the trapdoor .

Angier and Cutter load the crate onto a platform suspended by a rope . Angier pulls open the two metal doors sunk into the floor . Cutter begins turning a WHICH , lowering the crate into the HOLE . Angier indicates a pile of bricks and a bag of sand .

Angier slowly climbs down a ladder from the hole to join Cutter in the darkness below . Cutter is standing next to the platform and the crate . The only night comes from a LANTERN Angier is carrying . We can see only a small flicker of the high moldy walls of the cellar , but it is a large open space .Angier puts the lattern and his cane on the lif of the crate and the two men heft ir off the platform .Angier and Cutter move into the darkness with the crate . From the small pool of light afforded by the lattern , we can see that they are navigating their way through a large space filled with LARGE GLASS BOXES . They arrive at the end and set the crate down .Cutter looks at Angier , cold .Cutter turns .Cutter looks at Angier . Nods . Then disappears into darkness .

Cutter comes across the stage and up through the auditorium . Fallon is coming in the other direction . As they pass they nod gravely at each other .

Borden is held in place by the trapdoor by two warders . The HANGMAN walks up behind him and attaches a NOOSE to the chain hanging above Borden . He slips the other end of the noose over Borden 's neck . Positions it under Borden 's jaw .

Angier is alone bather in the lgiht of the lantern . He turns to the nearest glass box and smoothes a hand along its face .Behind him , a NOISE .No responses .

They WRDEN looks at Borden .Borden saus nothing . The Warden gestures to the HANGMAn who begins to PULL the lever .The trap DROPS from under Borden and he FALLS into the room below . His rope SNAPS to a halt-

Alfred borden, on this day, in the name of the King and the high court of England, you will meet your end. Do you have anything to say for yourself.

Angier PEERS down the row of glass boxes with the lantern .Angier FREEZES . He can hear a small THUD , THUD , THUD getting closer , approaching from the darkness ... Angier FLINCHES as a RUBBER BALL bounces into the light- Angier DROPS his cane to CATCH the ball . He turns it around in his hands , confused . Light EXPLODES around him as a GUNSHOT rings out . Angier stands for a moment , confused , staring at the ball , then COLLAPSES to the ground , clutching at his stomach . Fallon 's BOWLER HAT breaks into the circle of light . he is holding a smoking pistol ... Angier drops the ball and it rolls across the floor , coming to rest at Fallon 's feet . But it is not Fallon 's gloved hand that picks up the ball- -it is a MUTILATED HAND , WITH 2 1/2 FINGERS MISSING . Angier looks up :ALFRED BORDEN REMOVES THE BOWLER HAT AND TAKES A BOW .Borden shakes his head . Realization sweeps over Angier like a nightmare .

Fallon DROPS into the coffin . As fallon stares up at us , WE SEE , FOR THE FIRST TIME , SOMETHING FAMILIAR IN HIS FACE -- FALLON IS REALLY BORDEN IN DISGUISE .Fallon/Borden 's face disappears as Cutter seals his coffin .

As the ball bounces acroos the stage , Borden steps into the cabinet , shutting the door behind him .Borden steps out of the second cabinet and catches the ball .

A stagehand wheels the two stage cabinets into the dressing room and leaves . Borden holts the door after him .Borden opens the first cabinet and pulls up the false bottom . His TWIN BROTHER , in indentical stage clothes , uncurls himself from the hidden compartment and hauls himself out .

Fallon and Borden are seated at the makeup table . Fallon begins removing pieces of his costume and makeup and handing them to the other brother . As we watch , THEY SWITHC INDENTITIES .

Both Bordens are standing at the workbench . One brother is gripping the other by his wrist and placing a CHISEL on his finger . He checks the placemen of the chisel against his own mutilated fingers , adjust the chisel 's position , them picks up the hammer .The second brother SWIGS from a gin bottle , then BITES down a padded stick as the first brother BRINGS DOWN THE HAMMER-

Borden stares at his mutilated hand clasping the rubber ball .Borden puts the ball in his pocket . Tears in his eyes .Borden looks down at Angier with contempt .Angier is dying . He opens his mouth to talk , but his voice is so wak that Borden has to stoop to hear him .

Angier stands in front of Tesla 's machine . Loading the pistol . He places the pistol by the machine ... Angier takes off his jacket and steps towards the HISSING machine . BOTLS curl themselves around him . ANGIER HURLS HIMSELF INTO THE LIGHT . This time we do not cut away . The machine sputters out . ANGIER IS STILL STANDING BENEATH IT .Angier turns ... ANOTHER ANGIER is standing on the chalk hashmark , STEAM rising off his shoulders . The first Angier lunges for the pistol and levels it at the second Angier .BANG ! BANG ! The firt Angier FIRES TWO SHOTS and , grim- faced , drops the pistol . SHOCKED . He stumbles back , in a daze , clothes still steaming .

Angier looks down , a slight smile on his face . He gestures to the lantern .Angier slumps to the floor as he tries to reach for the lantern . He ca n't his hand to obey him .

A drowing tank , identical to the one we have already seen . A blind stagehand sits behind it , smoking .Suddenly , a trap door flashes open as Angier falls from the stage door and SPLASHES into the tank . The lid snaps shut .Angier pounds on the glass , frantic . The blind stagehand continues smoking . Oblivious .

Two hands SLAM shut on the lid of a birdcage . The blind stagehand are wrestling a LARGE CRATE onto a cart in the alleyway behind the theatre .

Angier stops trying tomove and leans back , resigned .Angier looks up at him with his last spark of competitiveness .Borden just stares at Angier . Who smiles .Angier 's body TOPPLES over , KNOCKING over the lantern . Borden steps back as the oil spreads , flamming , fro the lantern .Borden watches Angier for a moment , then turns to leave .

The workshop from the opening of the film . We now recognize it as Borden 's . Cutter performs the bird cage trick for the Little Girl we now know as Jess .Cutter is showing far the canary .

The burning lamp oil SPREADS LIGHT through the cellar ...Angier lies in his pooling blood . Angier 's eyes move around , looking at the shapes around him increasing illuminated by the hellish light ...

Cutter WHIPS the shawl away- cage and bird have disappeared .Jess stares , EXPECTANT . Cutter hols up his handkerchief- covered hand ...Cutter whips the handkerchief from his hand , revealing a canary . Just then , Jess SEES something and JUMPS off the chest , running past him ...BORDEN IS IN THE DOORWAY- JESS LEAPS INTO HIS ARMS . Borden holds her tight . Looks at Cutter , who is putting on his coat . Nods . Cutter leaves . Borden reaches into his pocket and hand Jess his rubber ball . She smiles , then buries her head in his neck .

Borden STOPS at the ladder . He notices the shadows from the burning oil playing on the walls ...Borden turns slowly to look back into the cellar , PEERING into the flickering light of the burning lamp oil .Borden stares back into the cellar . What he sees puts a look on his face that is beyond words : LARGE GLASS TANKS . DOZENS OF THEM . ROW AFTER ROW STRECHING INTO THE CAVERNOUS CELLAR .FLOATING IN BACH AND EVERY TANK , DRESSED IN ROTTING STAGE CLOTHES , IS YET ANOTHER ROBERT ANGIER .

Cutter spreads MORTAT on the last BRICK of the wall he has built in the opening to the cellar . He places the brick in the wall , sealing it up .

A cat slinks its way through a pile of top harts , knocking one over as it disappears into the forest beyond .We are left alone in the glade , staring at the top hats-FADE OUT .CREDITS . END .

A crew of African - Americans are laying tracks in rural Alabama . The crane operator is the only white man on the section gang .

The dormitory of the section gang . The men are through for the day and lounging on their bunkbeds . DUFF ANDERSON plays checkers with FRANKIE , using bottle tops as pieces . Duff makes the winning move and Frankie , disgusted , turns over the board . He saunters over to JOCKO , who is shaving in a broken mirror . Frankie watches him with a grin .He takes the cigarettes Jocko has rolled , sailor - style , into the sleeve of his T - shirt .He stops in front of an older man , who is writing a letter .He circles restlessly past two cardplayers back to Duff , who is clipping his fingernails .RAILROAD TRACK Duff , Frankie , and Jocko are riding a track - car , powered by a small engine , into the nearest town . The sun is setting . A church bell rings . POOL HALL Jocko , a cigar in his mouth , is playing a pinball machine . Duff and Frankie stand at the bar . They are joined by DORIS , a sad - looking woman with bad skin .The bartender serves her a bottle of beerDuff pays for the beer and turns to leave .He leaves .STREET -LRB- Night -RRB- Duff is walking along the deserted street in the black part of town . Music from the pool hall fades and we pick up the strains of gospel singing from a nearby church .

You know what Doris told me? She say : That Duff's a nice guy. Would n't even charge him nothin'.

Man, why ` you messin' around with a gal like that? You wo n't get no place.

I'll be a monkey's kid sister! What d'you want to do a thing like that for?

Just give him a couple of months. A girl like that, she do n't know any tricks.

Man, you must be plumb outa your mind! You'll be makin' twen' y bucks a week, if you're lucky.

Look, I do n't know what you been told ` bout section gangs, but how ` bout seein' me sometime?

You got nothin' on your mind but your hair, Frankie. How ` bout your car, Riddick?

You got a lovely face, kid. Ai n't too often I get to meet a girl like you. Hell -

You would, huh? If I was you, baby - I would n't go ` round stickin' out my jugular vein.

Hell, baby, I'm not in the third grade. Well, look - what' we gon na do next time - have a nice long chat in the parlor?

Well, either we're gon na hit the hay or get married. Now you do n't want to hit the hay, and I don' want to get married.

At first it was real strange. Hell, Japan is a long ways from Alabama. Really got under my skin, though. Almost did n't come back.

Yeah. Knocked around for a couple of months after the Army. You been there?

Well, it ai n't that good up there neither. Might as well make it here. ` Course I ai n't really makin' it now.

Aw, I do. But ` seems to me us colored folks do a whole lot of church - goin'. It's the whites that need it real bad.

Hell, I do n't belong here. I do n't know what I' been thinkin'.

Look, baby - I do n't know ` bout you, but it's the right thing for me. I just know it is. So, what d'you say?

Yeah. Would n't be no picnic for you. I ai n't exactly housebroken.

Hell, baby - I'm askin' you to marry me. I guess you want a big scene, huh?

Hey, watch out! Guess you want a house full of pickaninnies too, huh?

Like hell. You know, if you fellows stuck together ` stead of letting them walk all over you, they might not try it.

It sure scares you, a guy like that - settin' out on his porch, doin' nothin'. I seen hundreds of them - all my life.

Well, it ai n't the railroad. Those guys are scared. Guess they've never known nothin' but takin' it.

Those white guys sure shoot up at you like a yeast cake if you just cock an eye at them.

That window's broke, boy. You stay over there, you're gon na get awful wet.

The choir is singing `` Precious Lord . '' The women are spirited and the congregation in the small wooden building is alive to the music . Duff appears in the open doorway and stops to listen . When the song ends , REVEREND DAWSON rises from his chair .Reverend Butler compliments him on the choir . CHURCH YARD Long tables laden with food are lit by strings of lightbulbs . The sound of a gospel piano from inside the church . A smiling middle - aged woman has taken Duff in tow and leads him over to a young woman -LRB- JOSIE -RRB- , who is serving food .Duff studies Josie with a smile . She is clearly middle class . While she puts food on a paper plate , she glances at him - matching his ironic detachment with her own . She hands him the plateShe serves the punch .He is sure that this will put a stop to her curiosity . It does n't .

I'm glad to see this meeting off to a good start. Now we'll take a break and then come back to hear from our distinguished guest - Reverend Butler of the Morgan Street Baptist Church in Birmingham. See you all in a little while.

Josie - this is Brother Anderson. Now you give him some of that good food. He's a fine young man.

Well, let's see now - not counting tonight. must be about twenty - eight times.

Well, my mother was the only good teacher the colored school ever had. Nobody bothers with those kids.

It's hard to see any change. But I'm going to stay. Another year, anyway.

It's better than it used to be. Eight years ago they still had a lynching here. They tied a man to a car and dragged him to death. My father knew who did it, but he did n't say anything.

Look, Duff - most of the men I know - they're kind of sad. When I met you the other day I had a feeling that you're different. That's why I went out with you. I thought we might have something to say to each other.

Thanks, but you have n't eaten very much. How about it, Frankie? I bet you could eat some more.

The visiting revival preacher is in full swing , preaching and singing . The congregation of women is in a state of high excitement . Josie alone seems out of it , though she sits in their midst . Duff has been standing in the doorway . He turns away .

Duff walks away , past a shack . The singing fades . A dog barks . BUNK CAR -LRB- Night -RRB- Duff , Frankie , Jocko , and an older man -LRB- POP -RRB- are playing cards . While waiting for his turn , Jocko catches a fly and sneaks a look at Frankie 's cards .Frankie throws down the cards .He gets up . At loose ends , he picks up an old Flit - gun and squirts it at Duff , who is polishing his shoes .DAWSON DINING ROOM -LRB- Night -RRB- A middle - class tableau . Dinner is over . Reverend Dawson is reading the paper . Josie , dressed for an evening out , sits across from her step - mother , who is looking at her with pursed lips .Reverend Dawson has no stomach for confrontations , but turns to Josie dutifully .The doorbell rings .ROAD HOUSE On the dimly lit , smoke - hung floor a large crowd is dancing . Josie is having a great time . When the music ends , she and Duff return to their table .His attention is drawn by something off screen .Frankie and Jocko swagger toward them , beer in hand .Frankie follows Jocko out of the frame .Frankie and Jocko have occupied the adjoining table and are grinning at them . Duff gets up , camouflaging his irritation .He ushers Josie out . Frankie looks after them .

I know you pay no mind to my feelings, but d'you think it's right for you to go out with him?

Well, we have a position in town, Josie. You have to remember that. There're lots of other young men.

Well, there's just one thing you can be looking for in a man like that.

Well, you've got to go easy. We have n't had any trouble in town for eight years, and we're not going to have any now.

Yes, the Lord's been pretty good to us. I guess you're a church man, are n't you?

I think if you tried livin' in a town like this, instead of running free and easy, you'd soon change your tune.

And since we're talking, my wife and I do n't want you hanging around our daughter.

Duff has parked on a country road .Duff is looking at her .He kisses her , but releases her very quickly .Josie takes a moment to collect herself .Someone moves in back of her . A white man in his early twenties has emerged from the dark and looks down at them .The voice of a second white man calls from off screen .The second white man joins him .He shines his flashlight into Duff 's face .The white man shines the flashlight across Josie 's breast .The white men leave .We see that he has a knife in his hand . He closes and pockets it . The white men drive off , whooping and beating on the side of their car .

Let's go! That's the preacher's girl. Mess with him and you got old man Johnson on your back. Come on.

Hell, I bet those black girls really go for you, huh? That's the best - lookin' colored girl in town.

What's the matter? Still on your honeymoon, huh? Just like you, Barney. ` Been on your honeymoon for twen' y years, huh?

Hmmm - she can cook, too. Man, it's no wonder you ` been draggin' your tail on the job. You ` been doin' your best work at home.

So it was n't funny, huh? Well, I thought it was. What d'you say, Barney? Was n't it funny?!

Trouble with you, boy, you ai n't got no sense of humor. Ought to smile more.

Duff is driving through the center of town .The car pulls up in front of the Dawson house and Duff parks .He is about to kiss her .She gets out of the car and starts toward the house . He looks after her , then drives away . OPEN FIELD The section hands are hunting rabbits , scaring them up out of the tall grass and then clubbing them with sticks that have a heavy bolt fastened to the end . Jocko is fishing from a trestle . Pop fries skinned rabbit in a skillet . Duff is whittling . CLASSROOM The grade school children , all black , are writing at their desks . The end - of - school bell rings and one of the boys jumps up .She walks over to close the window . In the yard below , Duff is sitting on one of the swings . Josie smiles and turns to the kids -

A bus crowded with noisy kids pulls away to reveal the yard . Duff and Josie are sitting on two swings side by side .He gets up and gives her swing a forceful shove .Josie laughs . FRONT YARD , DAWSON HOUSE It is raining . Duff and Josie dash up the path to the front door . DAWSON PARLOR Duff and Josie barge in out of the rain and find themselves face to face with Reverend Dawson and a middle - aged white man - Superintendent Johnson .She leaves .Johnson leaves . Reverend Dawson sits down in a rocker .He sits down opposite Reverend Dawson .DAWSON PORCH Duff comes out . Josie joins him a moment later .COURTHOUSE SQUARE -LRB- Morning sunshine -RRB- A bus has pulled in .

So you're courtin' the preacher's girl. Well, just watch your step, boy, or he'll preach you right into hell.

Duff is making his way down the aisle . To his surprise , he comes upon Josie , who is sitting at a window with an empty seat next to her .He sits down next to her .The bus starts up .ALLEYWAY , BIRMINGHAM Duff is walking past crowded back - porches in a black section of town . Gospel music . He steps up onto one of the porches and knocks at the screen door . EFFIE 'S PARLOR Through the screen door we see EFFIE SIMMS , a woman in her twenties . She is sitting on a chair and cradles a sleeping child .Duff enters .Effie gives him a scornful look , puts down the child , and opens the curtain that leads into the bedroom .BEDROOM Two children are playing on the floor . James Lee is up on a Castro convertible . Duff appears beside Effie in the doorway .James Lee looks at him , scared and silent .She returns to the parlor .He crouches down and holds out a toy . James Lee approaches , takes the toy , and withdraws . EFFIE 'S PARLOR Effie is folding diapers . Duff comes out of the bedroom .He looks back at the boy in the bedroom .STREET Duff is walking through a black section of town .

She got herself a husband now. They don' want him ` round. And I tell you, man, I got no use for him neither.

Well, she never gave me none. Look, you better find him a place pretty quick.

Duff climbs to the top of the rickety wooden steps . WILL ANDERSON 'S ROOM Duff 's father , a big man in his fifties , is reclining on the bed . Duff appears in the open doorway .Will gets up and crosses the room .Will pours whiskey into two glasses . Duff sees that Will 's left sleeve hangs empty .A woman in her late thirties -LRB- LEE -RRB- comes in with a shopping bag .She turns and looks at Duff with a glimmer of interest .He joins her .BAR Will , Lee , and Duff are standing at the bar . Will has been drinking .He drains his glass and puts it down for Lee to refill .He puts his hand on Lee 's bare arm .DANCE FLOOR Duff and Lee are dancing . She looks at him with a touch of sympathy .BAR Will is back and drinking when Duff and Lee come off the dance floor .Duff says nothing .He leaves money on the bar .DOWNTOWN STREET -LRB- Night -RRB- Duff is walking , lost in thought .

She's all right. Would n't have made it without her. Christ - have n't worked in eight months. Right now, I'm waitin' for some insurance money. And man, when I get it, I got plans to make me some more.

Yeah. That's how me an' your mother got started. I'm tellin' you, boy, you ai n't got a chance without dough. They take it all away from you.

Okay, so what's a girl supposed to do? Me not workin' and her cleanin' house for a white man. I'm tellin' you, boy, keep away from marriage. Ya got ta stay light on your feet or you wo n't make it.

Is she good in the hay? No point marryin' her just to find out. Is there, baby?

He's been hitting it pretty hard. Got high blood pressure, too. I guess it's hard on him, having you around.

Want to come up the house? You can stay there till you get on your feet. There's no point paying a hotel.

Josie enters with her purchases . She joins Duff at the sandwich counter .She sits down .Josie is stunned .The waitress puts down a cup of coffee .They look at each other .

Frankie is looking scornfully at Duff , who is lying on his bunk bed .

Josie is next to Duff . They are driving past a row of small attached houses in the black section of town .They stop in front of a house . It is barely larger than a shack . DILAPIDATED LIVING ROOM Duff and Jose come in . The room is full of abandoned , broken furniture and the ceiling and wallpaper hang down in strips .

Duff is looking out through the broken pane of glass .NEIGHBORING HOUSE , SEEN FROM WINDOW A woman is putting laundry into a washing machine on the open porch . Her children are all around her and in the yard below .

Josie has stopped next to Duff and looks out .Josie removes a shard of glass from the window ; a larger piece falls out .He moves to the rear of the room . LIVING ROOM Josie turns to him .

Duff and Josie are getting married . Duff is waiting near the pulpit . The section hands are seated on one side of the aisle , Josie 's family and friends on the other . The gospel piano segues into the wedding march . Josie is coming down the aisle by herself . She joins Duff and they step forward to face Reverend Dawson . DUFF AND JOSIE 'S BEDROOM -LRB- Early morning -RRB- Josie lies in bed with closed eyes . She hears Duff move and turns to him . He is dressed for work .He sits down beside her for a moment .

Duff is in the rear seat with his new neighbor , Barney . Joe , a millhand , sits next to the driver in front . He turns to Duff .

The car drives up and Joe leans out .Willie , a big man , has been fixing his front step .He picks up his lunch box and shuffles toward the car , Stepin ' Fetchit style .

That's right, Jethro - take us to the plant. And hurry, boy - ah's got a heavy day.

Ah tells you, man - you give these niggers a machine and they go stark - ravin' wild!

Willie climbs in next to Duff .The driver backs up fast , jerking the passengers forward .Laughter .

Duff is among the mill hands punching in on the time clock .MILL YARD Duff and two other men are working on top of a pile of lumber . A white supervisor on a forklift has been watching them .Duff does n't respond .

The mill hands are on their lunch break . The only white man among them is looking at Duff with a grin .Duff is eating and says nothing .The white mill hand helps himself to a piece of Barney 's pie .He notices that Duff 's face is set .Jesse , a heavy - set man who has been silent till now , stands up and looks at Duff .

The lights are on inside . DUFF AND JOSIE 'S KITCHEN Duff is finishing his supper at the table . Josie is at the stove pouring coffee . She puts a piece of pie in front of him . He drinks his Coke out of the bottle .She returns to the stove . Duff picks up the pie and sniffs it suspiciously .He gets her to sit on his lap .He forks a bite of pie into her mouth .She elbows him in the stomach . He laughs . BACKYARD -LRB- Night -RRB- Duff is helping Josie take in the wash . Music from Barney 's house .She assumes the posture of a boxer . Duff laughs and adjusts her hands .She does .They spar - briefly in sync with the music . She goes after him , flailing her arms . The music is turned off abruptly and we hear Bessie 's raised voice . She is out on the porch of her house , yelling at Barney .Barney remains silent . Duff and Josie exchange a look . DUFF AND JOSIE 'S BEDROOM -LRB- Night -RRB- They are in bed .He touches her face .He smiles . Josie gets up and slips out of her nightgown . Her body merges with the darkness . DUFF AND JOSIE 'S LIVING ROOM -LRB- Evening -RRB- The place has been painted and simply furnished . Josie has made dinner for the section hands . Pop is the only one who is still eating .Riddick gets up .DOORWAY The men , on their way out , shake hands with Duff .BATHROOM -LRB- Night -RRB- Duff is washing his face at the sink . Josie comes up behind him . She is in her nightgown .He turns to her . Instead of speaking , she turns her back to him .He scratches her back .Duff is taken aback .He kisses her and sits down on the rim of the bathtub .How come you keep askin ' ? JOSIE I keep thinking about him . DUFF Well , he ai n't mine , so skip it . She gargles . Duff moves over to her with a grin and puts his arms around her - DUFF Baby , we 're goin ' to put a whole lot of little kids into this world . Hell , we 'll swamp 'em . LOCKER ROOM , MILL The men are done for the day . Duff is putting on his shirt . Willie is under the shower . DUFF Hell , if they can do it in Birmingham - and that 's a mean town , we oughta do something here . Willie says nothing . His eyes are on a white supervisor , who has stopped in the doorway . SUPERVISOR ` You Duff Anderson ? DUFF That 's right . SUPERVISOR Want to talk to you . DUFF Okay . SUPERVISOR I hear you 're tryin ' to organize this place ! DUFF I do n't know what you 're talkin ' about . SUPERVISOR That 's no way to talk , boy . Now we had one of them union men ` round here coupla years ago . Stirred up a lot of trouble . They 're always after you colored boys . DUFF I still do n't know what you 're talkin ' about . SUPERVISOR You a union man ? DUFF Used to be . On the railroad . SUPERVISOR Uh - huh . Well , this ai n't the railroad . Now what 's all this talk about stickin ' together ? DUFF Well , what d'you know ?! He looks over at the other men . They avoid his eyes . SUPERVISOR Look , boy , we got a smooth operation here , and I aim to keep it that way . Now I got an idea you 're plannin ' trouble . DUFF No . You got the wrong idea . SUPERVISOR All right , then . All I want you to do is tell these boys here you did n't mean what you said about stickin ' together an ' all . Duff says nothing . The mill hands watch him silently . SUPERVISOR Want to keep your job , boy ? DUFF What d'you think ? SUPERVISOR Then do like I said . -LRB- to the men . -RRB- Men - this boy here 's got something to tell you - all . -LRB- to Duff . -RRB- Well , how about it ? Duff looks at the supervisor in silence , fully aware that he is about to be fired . He turns and opens his locker . SUPERVISOR Boy , you 're actin ' like a nigger with no sense . All right , go down ' the office and get your pay . Tell them you 're through . DUFF 'S CAR He is driving past Josie 's school and slows down . The kids are out in the yard but Josie is not in sight . He accelerates , his face set . DUFF AND JOSIE 'S BEDROOM . -LRB- Night -RRB- Josie is correcting papers on the bed . Duff is at the mantel , playing with a cat . He puts a small box over its head . The cat cries out and backs up clumsily , trying to free itself . JOSIE Do n't , Duff . DUFF Yeah . He sits down . Josie comes over and sits on the arm of the chair . DUFF I 'm jumpy , that 's all . She runs her hand through his hair . JOSIE Well , you 've had quite a day . He brushes her off : DUFF I do n't like bein ' mothered . When she touches him again , he jumps up . DUFF Jesus , baby - leave me alone , will ya ? He flings himself down on the bed . JOSIE . -LRB- sitting down beside him . -RRB- Do n't deny me , Duff . DUFF Hell , baby - I met this beautiful chick and she 's just dyin ' for me , okay ? She takes him by the shoulders and shakes him . JOSIE Do n't be so silly . Duff laughs . DUFF Yeah . But just how 're we goin ' to make out ? I got to get me a job . JOSIE You will . DUFF Pay is so damn low . I do n't want my kids to grow up like Barney 's . JOSIE They wo n't . DUFF I 'm telling you , baby , maybe we better get out of here . JOSIE . -LRB- gravely . -RRB- We can always do that , Duff . DUFF Yeah . Yeah , I know . I 'm not really thinkin ' about it . Anyway , do n't want those white guys laughin ' up their sleeve at me when they see me pull out .

Just leave me alone! You can sit out here all night. I do n't care what you do! You're no good around the house anyway.

Duff waits outside the open window , while the white man in the shed checks his job application . WHITE Yeah , we can use you . Ever work a saw mill ? DUFF Yeah . WHITE Where was that ? DUFF . -LRB- after a moment 's hesitation . -RRB- Walker and Williams . WHITE What did you say your name is ? DUFF Anderson . The man checks for Duff 's name on a list . WHITE . -LRB- turning to Duff . -RRB- Sorry , boy , there ai n't nothin ' here .

Duff is sitting at the lunch counter . Joe , the mill hand , comes in . JOE . -LRB- to the waitress . -RRB- Hello , Frances . He sits down next to Duff . JOE How ` you doin ' man ? DUFF . -LRB- non - committal . -RRB- Okay . JOE . -LRB- to Frances . -RRB- Cup of coffee . -LRB- to Duff . -RRB- I ` been meanin ' to talk to you . DUFF Oh yeah ? JOE You know , over at the mill , there 's just one guy that talked . It 's kinda late to say it , but we shoulda acted different . The waitress brings his coffee . JOE Been over to the other mill ? DUFF Yeah , I been there . JOE It 's just that we 're not used to seein ' anyone stand up ` round here . Kinda took us by surprise . DUFF Oh yeah ? That 's good .

Duff is at the bar . BARTENDER Well , if you tried the mills , there ai n't no other industry ` round here . DUFF How ` bout that furniture plant ? BARTENDER . -LRB- with a laugh . -RRB- Man , the darkest thing they got in there is Coca - Cola . DUFF Yeah . BARTENDER Now , if you want to work like a real nigger , you can always go out and chop cotton . DUFF . -LRB- grimly . -RRB- They done that too long in my family . BARTENDER They pay you three bucks a day an ' all the cotton you can eat . Duff laughs . HOTEL LOBBY Duff faces the white manager , who is behind the registration desk . MANAGER Yeah , I might have something for you , if you want to put on a uniform . Duff looks over at the one black man in the lobby - a uniformed bellhop emptying ashtrays . DUFF What 's the pay ? MANAGER Pay 's ten dollars a week , plus tips and lunch . DUFF I see . Ai n't for me , thanks .

The white proprietor has rung up the order for an elderly black woman . PROPRIETOR Now what about soap ? WOMAN I got enough . PROPRIETOR . -LRB- insisting . -RRB- I got a good buy on soap . You go on over there an ' take a look ! -LRB- urging her on . -RRB- Right over there . The woman goes over to look at the soap . The proprietor turns to Duff . PROPRIETOR Yes ? DUFF I 'm lookin ' for work . PROPRIETOR I got a boy . Thanks .

The staff and clientele are black . Duff enters and sits down close to Josie , who is having her hair done . JOSIE Hi . DUFF Do n't ask , baby - huh ! -LRB- lowering his voice . -RRB- How much money you got with you ? JOSIE About ten dollars . DUFF Water pump 's busted . I do n't know if it 's worth fixin ' , but I need that car . JOSIE You can have what I 've got . It 's right there . Duff opens her pocketbook , embarrassed by the women watching him . FLAT BED TRUCK It rattles over a country road between cotton fields . Duff stands among the field hands on the open flatbed .

The white foreman is up on the loading platform . He addresses a group of field hands looking for work . FOREMAN Startin ' tomorrow mornin ' , we got work for fifteen hands . All we 're gon na pay is two - fifty a day . Ca n't pay you the three 'cause ai n't gon na be much of a crop this year . Now you all who want to work , step up and we 'll take your name . Duff is among the few who leave . The others surge closer to the platform , ready to work for any wage . DUFF AND JOSIE 'S PORCH . -LRB- Night -RRB- Josie is sewing on the porch . Duff is in the yard a few feet away , using the back of an axe to hammer loose nails into an old chair . JOSIE It 's not as hard on a girl . They 're not afraid of us . Duff says nothing . JOSIE You know - we do have enough money . Especially now . DUFF . -LRB- grimly . -RRB- Sure , baby . ` Fact , I do n't ever have to work no more . When that baby comes , I can just stay home and send you back to school . How about that ? JOSIE I 'm trying to help , Duff . DUFF Yeah ! JOSIE . -LRB- after a moment . -RRB- I could work even after the baby comes . A few hours a week , anyway . DUFF What the hell could you do ? JOSIE Day work . DUFF ` You kiddin ' ? You ai n't goin ' to no white home . I seen the way they look at you when you go down the street . He jumps up and raises the axe - DUFF No point fixin ' it ! JOSIE . -LRB- frightened . -RRB- What 're you going to do ? He smashes the axe into the chair . JOSIE . -LRB- jumping up . -RRB- Do n't do that ! DUFF Watch out ! He smashes the chair to pieces . DUFF . -LRB- throwing down the axe . -RRB- Good kindlin ' ! He turns to Josie . She is looking at him , deeply upset . DUFF What 's bitin ' you now ! ? She turns away . He jumps up onto the porch and grabs her . DUFF You heard me ! JOSIE I ca n't stand to see you like that . I know you ca n't help it . DUFF . -LRB- darkly . -RRB- Stop bein ' so damn understandin ' . DUFF AND JOSIE 'S LIVING ROOM . -LRB- Day -RRB- Duff is on the sofa , looking up at Reverend Dawson . REVEREND DAWSON I know just how you feel , son . But believe me , you 're going about it the wrong way . DUFF Do n't look like there 's a right way . REVEREND DAWSON Well , you have to be reasonable . Now they say you 're a troublemaker . That 's no good . Use a little psychology . Make 'em think you 're going along - and get what you want . DUFF It ai n't in me . REVEREND DAWSON You 'll be in trouble , son . -LRB- after a moment . -RRB- Now just how do you intend to support your family ? DUFF I guess I 'll rob a bank . REVEREND DAWSON Do n't you get smart with me , boy . We hear a dish break . KITCHEN Josie is on the floor , picking up pieces of broken glass . LIVING ROOM REVEREND DAWSON Maybe you ought to move . You 'd be a lot better off in the North . DUFF So I been told . REVEREND DAWSON It 's for your own good . DUFF Oh yeah ? -LRB- he gets up . -RRB- Seems to me , Reverend , you ' more concerned ` bout your good . Guess it looks kind ' a bad , havin ' me for a son - in - law . REVEREND DAWSON You can be cocky now , boy . But you wo n't make it . You wo n't last . I just feel sorry for Josie . I knew it would n't work out . DUFF Well , at least she ai n't married to no white man 's nigger ! You been stoopin ' so long , Reverend , you do n't even know how to stand straight no more . You ' just half a man ! KITCHEN Josie has cut her finger on the glass . She is weeping silently . LIVING ROOM Reverend Dawson turns to leave . His sense of calm superiority is shattered . REVEREND DAWSON . -LRB- at the door . -RRB- Maybe I could talk to Bud Ellis . He might have a job for you at his filling station . DUFF Oh yeah ? REVEREND DAWSON I 'll be seeing you . Josie has come into the room . JOSIE . -LRB- gravely . -RRB- ` Bye , Dad . DUFF AND JOSIE 'S BEDROOM . -LRB- Night -RRB- Duff watches Josie . She is sitting at her dressing table . DUFF How come you do n't hate their guts ? JOSIE I do n't know . I guess I 'm not afraid of them . DUFF You were plenty scared that night in the car . JOSIE Just of getting hurt . They ca n't touch me inside . DUFF Like hell they ca n't . -LRB- he gets up . -RRB- They can reach right in with their damn white hands and turn you off and on . JOSIE Not if you see them for what they are , Duff . DUFF . -LRB- exploding . -RRB- Jesus , baby , you 're so full of talk ! Well , you ai n't never really been a nigger , have you - livin ' like that in your father 's house ! So just shut your mouth .

Duff finishes pumping gas into Joe 's car . DUFF That 's two bucks , Joe . JOE . -LRB- paying . -RRB- Why do n't you come over for a beer when you get through ? DUFF Okay , I will . Brad Ellis , the white owner of the service station , comes out of his office . ELLIS Hey , Duff ! Run the truck down Holly Road . There 's a guy in the ditch . CAB OF TOW TRUCK . -LRB- Night -RRB- Duff is driving along a wooded country road . Shreds of fog drift across the headlights . A ditched car comes into view , its front end crushed against a tree . A tubby white man stands beside it , waving to Duff with a flashlight . Duff passes him and backs up to the car . COUNTRY ROAD The owner comes toward him eagerly . OWNER Sure glad to see you , boy . Duff gets out of the tow truck to inspect the damaged car . The owner follows him , nervous and garrulous . OWNER Guess I was kinda lucky , huh ? My wife 's going to give me hell . Duff lowers the hoist on the truck . OWNER . -LRB- anxiously . -RRB- How you doin ' , boy ? DUFF Okay . He gets under the car to attach the chain . OWNER Want me to hold the light for you ? DUFF No , thanks . OWNER Just tryin ' to be helpful . He continues talking , though Duff ca n't hear him . OWNER Most folks around here got no use for nigrahs . Got to understand them , that 's all . How you doin ' , boy ? DUFF . -LRB- emerging from under the car . -RRB- Okay . The owner tests the rig with his foot . OWNER Seems a little loose ! DUFF . -LRB- with a grin . -RRB- She 'll do . He starts raising the car . OWNER She ai n't comin ' up even ! Duff ignores him . The chain slips and the car drops to the ground with a bang . OWNER . -LRB- jumping back . -RRB- Jesus , I told you to watch it ! DUFF Sorry . He gets back under the car . OWNER That 's the trouble with you boys ! Do n't listen when a man tells you something . DUFF She do n't look no worse to me . OWNER Do n't do her no good to get banged like that . DUFF . -LRB- under the car . -RRB- Do n't do her no good to go into a tree . OWNER . -LRB- enraged . -RRB- What did you say , boy ?! DUFF I said , she 's in great shape . OWNER I heard you ! Now ` stead of bein ' smart , you just get that car out of here ! GAS STATION . -LRB- Night -RRB- Duff is changing a tire outside the repair bay . A car shoots out of the dark with its horn blaring , and screeches to a stop at the pump . Brad Ellis steps up to the driver . ELLIS Can I help you ? The driver is the white mill hand who gave Duff a hard time at the mill . DRIVER . -LRB- indicating Duff . -RRB- Like some service from that boy there . Like the way he takes care of us . ELLIS Okay . Duff has come over . He is aware of impending trouble . One of the men in the car is the owner of the ditched vehicle . DUFF Fill her up ? DRIVER No , boy . Thirty - eight cents worth of gas . And watch you do n't make it thirty - nine . Duff starts the pump . DRIVER Did n't hear you say `` Yessir ! '' Do n't they say `` Yessir '' where you come from ? Duff finishes pumping and puts the nozzle back onto the pump . DRIVER Boy - you hear me ?! DUFF That 'll be thirty - eight cents . DRIVER Goddamnit , nigger - you must think you 're white ! Who d'you think you are - king of Harlem ? SECOND WHITE How ` bout this windshield , boy ? Like a little service . Duff takes a moment before moving to the windshield and wiping it . The men inside the car watch him through the glass . THIRD WHITE Hell , they 're getting ' too big for their britches . SECOND WHITE Yeah , his wife 's the same way , struttin ' through town like she owns the place - shakin ' that little rear end . THIRD WHITE It 's all that education they 're getting . DRIVER Real cool , ai n't he ! Just like we 're not here . Duff moves over to the driver . DUFF That 'll be thirty - eight cents . DRIVER You in a big hurry , boy ? SECOND WHITE Yeah , he 's tryin ' to get home ! DRIVER Bet she 's pretty hot , huh ? DUFF . -LRB- very tense . -RRB- You watch your mouth , man ! The driver has finally found a way of getting to Duff and a grin spreads over his face . DRIVER I bet she 's a sly little nigger , that girl . Would n't mind a piece of her myself ! DUFF All right , you get out of here , man ! DRIVER . -LRB- exploding . -RRB- Who 're you tellin ' to get , boy ?! You watch it , or there 'll be some dyin ' done ` round here ! DUFF That dyin 's gon na be done two ways . He steps away from the car , a hand on the rear pocket where he keeps his knife . In the backseat , the owner of the ditched car looks nervous . OWNER Let 's go , Al. . He ai n't worth it . DRIVER . -LRB- turning on him . -RRB- Now you stay out of it ! Brad Ellis has come over . ELLIS What 's goin ' on ? DRIVER You better get rid of this white - eyed nigger ! ELLIS . -LRB- to Duff . -RRB- What happened ? DRIVER Never mind ! You keep him workin ' here and this place wo n't be around . And I ai n't kiddin ' ! He guns the engine and shoots out of the service station in a cloud of dust . Duff looks at Ellis , whose next move is predictable , and leaves the frame to run a water hose over the back of his neck . Ellis stops next to him . ELLIS Guess we got trouble . DUFF . -LRB- blowing up . -RRB- You ai n't got none , Mister ! ELLIS I 'm sorry , Duff . DUFF . -LRB- tossing down the hose . -RRB- Do n't tell me . I know . DUFF AND JOSIE 'S LIVING ROOM . -LRB- Night -RRB- Duff enters . Josie comes out of the bedroom in her nightgown . She has been waiting up . JOSIE I called the gas station . I 've been worried . Duff slumps down on the sofa , utterly discouraged . DUFF Hell , if they do n't blow up his place , they 'll get him some other way . Do n't make no difference no - how . JOSIE . -LRB- anxiously . -RRB- What d'you mean ? DUFF Nothin . Quit lookin ' at me like that ! He gets up . JOSIE . -LRB- approaching him . -RRB- Duff , I love you . DUFF Well , that do n't do me one bit of good ! She touches him . JOSIE Come on , Duff - let 's go to bed . He gives her a sudden , violent shove . It sends her sprawling to the floor . She picks herself up , weeping . DUFF I never should have married you in the first place . He stares at her . DUFF Ai n't you goin ' to say something ? JOSIE There 's nothing to say . DUFF Well , that 'll be the first time . He leaves the room . DUFF AND JOSIE 'S BEDROOM . -LRB- Night -RRB- Duff is packing his things . Josie is on the bed . JOSIE Where 're you going to go ? DUFF When I get set , I 'll send for you . JOSIE I do n't think that 'll happen . DUFF You 'll be better off without me . I ai n't fit to live with no more . It 's just like a lynchin ' . Maybe they do n't use a knife on you , but they got other ways . JOSIE You 're not a man because of a job , Duff . DUFF You don ' know nothin ' ` bout it , baby . Nothin ' ! And do n't kid yourself - you did your bit . He closes his bag . DUFF Okay . JOSIE Duff - DUFF . -LRB- at the door . -RRB- Like I said , baby - I 'll write you .

He is driving across a bridge into Birmingham . DOWNTOWN STREET Duff stands on a deserted corner .

Duff climbs up to Will Anderson 's room . WILL 'S ROOM Will is sitting at the table in a drunken stupor . There is a knock at the door . WILL Who is it ? LEE It 's your son . Duff enters . WILL My son ? I ai n't got no son . You Duff ? DUFF That 's right . WILL Beat it ! He gets up and staggers toward Duff DUFF Take it easy , Pop . WILL What 's the matter ? Do n't smell so good , huh ? Must ' a broken some records . He pushes Duff away and pours himself a glass of whiskey . His hands are shaking . DUFF . -LRB- trying to restrain him . -RRB- Come on , Pop . LEE Nothing you can do . Been like this for days . WILL Got no use for nobody . He raises the glass to his mouth , but drops it and puts his hand on the back of his head . DUFF What is it ? What 's the matter ? Lee grabs Will and pushes him onto the bed . LEE . -LRB- at the end of her rope . -RRB- Now you lay down and get some sleep ! Will grabs her blindly and pulls her down onto the bed . LEE . -LRB- freeing herself , furious . -RRB- You let go ! She starts picking up the broken glass . Will sits up again . He is dazed . LEE Now you stay put ! WILL . -LRB- leaving the bed . -RRB- I ai n't drunk , honey . LEE Like hell you ai n't ! He sits down at the table and touches the back of his head . WILL Got a thick feelin ' here . LEE What 's the matter now ? WILL Better now . -LRB- closing his eyes . -RRB- Where ` you at ? LEE . -LRB- concerned . -RRB- Right here . She puts her hand on his forehead . WILL Could n't get the words out before . DUFF Better get him to a hospital . WILL Did n't I tell you to beat it - huh ? LEE . -LRB- taking Will 's arm . -RRB- Let 's go . WILL Anything you say , baby . With Duff 's help , Lee raises Will out of the chair .

Duff has helped Lee get Will into the backseat of his car . Through the window we see him grope blindly for Lee 's breast .

Duff , in the driver 's seat , is lost in thought . LEE . -LRB- off - screen . -RRB- Duff . Duff turns to her . Will 's head is in her lap . LEE He stopped breathin ' . Duff stops the car .

The undertaker sits down behind his desk . He lays out Will 's watch and a few other belongings for Duff and Lee , who are standing in front of him . UNDERTAKER We thought you might want these . DUFF Thanks . UNDERTAKER Would you like me to say anything tomorrow ? DUFF Guess so . UNDERTAKER Have anything in mind ? DUFF No . What you usually say , I guess . UNDERTAKER Where was your father born ? DUFF I do n't know . He looks at Lee . She shakes her head . UNDERTAKER His profession ? DUFF Well , he worked around . UNDERTAKER And his age ? DUFF I do n't know . Forty - eight , I guess . UNDERTAKER Any other family ? DUFF No . Just me . -LRB- he includes Lee . -RRB- Me an ' her . UNDERTAKER Well , I guess that 's all till tomorrow . DUFF Okay , thanks very much . URBAN CEMETERY , BIRMINGHAM The mechanical arm of a backhoe opens up a new grave . Duff and Lee walk away from the burial site . The camera moves with them .Duff says nothing .She walks away . BIRMINGHAM ALLEYWAY -LRB- Night -RRB- From the interior of Duff 's car we see Duff come out of Effie Simms ' house , carrying James Lee through the rain . He deposits the scared - looking boy in the front seat and gets in on the driver 's side . James Lee shrinks as far away from Duff as the seat allows .

The sun is coming up through the trees . James Lee is asleep on the front seat . DUFF AND JOSIE 'S LIVING ROOM Duff brings in the sleeping boy and puts him down on the sofa . Then he leaves to get his belongings . Josie has woken up and comes in from the bedroom in her nightgown . She sees James Lee and leans over him .James Lee opens his eyes . Josie hears Duff enter and turns to him . They come together and hold each other for a long moment .Josie is weeping .

Current Revisions by Michael Finch Based on characters created by Derek Kolstad Locked white draft: May 30, 2021 Blue Revisions: June 23, 2021 Pink Revisions: July 2, 2021 Yellow Revisions: July 14, 2021 Green Revisions: August 10, 2021 Goldenrod Revisions: October 2, 2021 Buff Revisions: October 22, 2021 Salmon Revisions: January 28, 2022 Establishing: An aerial view of New York City's iconic skyline as the sun crests the horizon. OPENING CREDITS: TITLES BEGIN: BANG! THE SOUND OF BONE IMPACTING WOOD ECHOES.:

A low rent part of town, gritty and industrial. A symbol is spray painted on a wall: an "X" with an "0" on each side and a jagged "line" above. This is HOBO SYMBOL and in the language of the street it means: "a safe place."

A long, dark tunnel illuminated by a lantern. Walls covered in HOBO SYMBOLS. Footsteps echo. Two long shadows stretch out. A familiar voice, loud in the confined space, washes over us:

"I am the way into the city of woe, I am the way into eternal pain, I am the way to go among the lost."

BANG! A shadow shrouded room illuminated faintly by shafts of blue light angling down from above through an old grate. EXTREMELY CLOSE ON a thick wooden Makiwara board as a FIST slams into it. When the fist pulls back, it leaves a smear of blood.

ANGLE ON a large metal door. An old fashioned SKELETON KEY, set on a large ring of keys, slides into the lock.Divine omnipotence created me, The highest wisdom, and the primal love." The key turns and the lock disengages with a sharp clang. A hand pulls the door open to reveal stairs dropping down.

BANG! WIDER ON the Makiwara board as the fist SLAMS into it. Violent, brutal. Each punch speckling the wood with blood. We now see that the fist is MISSING ITS RING FINGER. The fist of JOHN WICK.

Man and dog approach a heavy duty grate secured by chains and padlocks. As the man unlocks the locks, we see his face, and that of his companion: the BOWERY KING and John's dog. Slung over the Bowery King's shoulder is a black suit in a plastic dry cleaning bag.The King slides the grate over and he and the dog step onto a freight elevator. He pulls a lever. The elevator descends...

"Before me there were no created things. But those that last forever as do I."

...because you are now in the presence of the motherfucking King.

If memory serves, the last time you saw him, you shot him. Off a goddamn roof.

Ah, your benevolence is touching. I'm sure this has nothing to do with this pile of rocks. Or the gravestone of your former concierge...

Tell me something and tell it true: why did that Frenchman let you live?

When you don't have a house, the world is your home. And your little act of uncivil disobedience has inspired me. I'm branching out. Spreading my wings. So, how goes the Grand Farewell Tour?

Twenty-one round capacity magazine, built in compensator for virtually no muzzle flip, fiber optic static front sight, ambidextrous safety, flared magwell for faster reloads, two pound extreme trigger, match grade fully ramped Bull barrel capable of running the spiciest of ordinance and for those more, shall we say, intimate encounters...

Your stop. I will see you when you are a free man... one way or the other. Au revoir, Monsieur Wick.

BANG! SLIGHTLY WIDER NOW, as we view John's fist punching the board in SILHOUETTE. Kettle bells to one side, a work bench that's home to a disassembled Glock and bullet press, on the other. |Light glistening off a knife blade resting on a millstone. Behind it, a worn and duct taped heavy bag.

The Bowery King and the dog move down a long corridor, passing by a stone face carved into a supporting beam: JANUS, the Roman god of beginnings, transitions, duality, endings, and perhaps most importantly, war and peace. As the Bowery King passes Janus's face, we see, on the back of the supporting beam, an identical face. is another HOBO SYMBOL: a circle set next to a square, both with dots in the center. The Bowery King inserts a key. BANG!He turns the key and pushes the door open.

BANG! As the door opens, a band of light illuminates the room and we finally see John in full: SHIRTLESS, tattoos glistening with sweat, muscles RIPPLING.Finally, John looks over his shoulder at The Bowery King who presents the suit to him. Months have passed. His body is honed by exercise, and his wounds, save that bloody finger, healed by time. The physical ones at least. It's a long beat as he breathes heavily in and out. Impossible to read his expression.As the final titles roll, we focus on the board, pockmarked with John's blood. The blood forms tendrils which in turn form the words: OMITTED

Tell them. Tell them all. I'm going to kill them. I'm going to kill them all.

I believe you'll try. But no one, not even you, can kill everyone.

No. But everything has a cost. You sure you're willing to pay it?

WIDE. The sun -- blood orange, massive -- slowly rises, illuminating the wide and featureless desert flats. Three Arabians thunder by. The RIDERS, in Bedouin robes, pushing their steeds to the edge of exhaustion. BOOM! A gunshot reverberates and Rider #1 slumps over his saddle. the rising sun, features distorted by the heat shimmer. BANG! The Rider #2 is knocked off his horse. RIDER #3 spurs his mount forward-- BANG! Rider #3 catches a bullet in the shoulder. He spins, losing his saddle, hits the sand as his horse canters away. As Rider #3 pulls himself to his feet, a long shadow washes over him. Slowly, he turns and though we don't recognize his face, we know him to be THE ELDER; the One Who Sits Above the Table. THE ELDER'S POV: A single DROP OF RICH RED BLOOD, spatters the fine sand. PAN UP, over the Arabian's black legs, to black shoes, black suit, left hand, ring-finger severed at the joint, refusing to heal to John Wick, framed by the rising sun. JW dismounts and shoots the 2 bodyguards left standing.JW takes a knee .....too shall I be replaced , and the only way John Wick will ever know freedom or peace is in death...You are under The Table , and you have been judged.The Elder stands.... JW stands and slowly raises his gun....BOOM! The shot rings out, echoing across the desert and far beyond. The Elder drops, blood pooling from the back of his head, forming a pattern on the sand. ANGLE ON Rider #2. The man, on the ground, looks up, squints into the sun that frames John's face. John grabs the back of the man's head and pulls him close.John releases the man and mounts his Arabian. A skin of water thuds to the sand next to Rider #2. He watches as John rides away.

Your ring is gone , like the Elder before me and if you came here thinking you could end this by killing me , you are mistaken....

My death will not change the outcome any more than you can change your nature...None of us can escape who we are and no one escapes The Table.

As I said , no on escapes who they are...Im afraid you've come a long way for nothing....

Establishing: An aerial view of the hotel. BELLBOYS with luggage, GUESTS checking in, and the true fixture of this establishment, CHARON, at his rightful place at the front desk. A DOORMAN opens the front door. On a dime, the mood changes. Conversations turn to whispers as all eyes turn toward a behemoth of a man in a tweed suit: THE HARBINGER. The Harbinger cuts an imposing path as he walks towards the front desk -- people part to move out of his way. He reaches the desk and looks at Charon for a long beat... then removes a LARGE HOURGLASS FULL OF BLACK SAND from his valise and sets it upright on the counter.Charon studies him warily...lifts his phone as patrons head for the exit.

There is no mistake. By order of The Marquis, Vincent Bisset de Gramont, this hotel has been condemned.

The Table is concerned that your recent efforts are becoming quite... public.

We fail to see how laying waste to Continentals is getting you closer to killing John Wick.

Under the old laws, only one can survive; do you both understand?

Dueling pistols. Thirty paces. In the event that both parties survive, each will approach the other in increments of ten paces until only one remains. Rules of engagement?

Sunrise, Sacré Coeur, dueling pistols, no quarter. Mr. Wick elects to duel, The Marquis nominates Caine as his Champion. Should Mr. Wick be victorious, he will be free from any and all obligations to The Table and his Second reinstated as Manager of the rebuilt New York Continental.

If there is nothing else, gentlemen, I will see you at sunrise. Failure to meet at the appointed hour will result in forfeiture and immediate execution.

For making you look like a fool. Failure will turn him into a saint.

A man's ambition should never be greater than his worth. You'd be wise to remember that, sir.

I commend your souls to God. We begin as we end. Ashes to ashes, dust to dust.

Your obligation to The Table is satisfied, John Wick. You are... free.

Ned Kelly's final words as the hangman put the noose around his neck were: "Such is life". Such is life! Can you imagine? The defiance! The acceptance!

The Continentals, and their management are a reminder to all who sit beneath The Table that none of us are above the rules.

No, sir. Only The Table can assure order. But our hotel, by virtue of the fact that it is a place of sanctuary, ensures that The Table does not have to.

WINSTON sits behind his desk, reading glasses perched on his nose, scanning an official looking DOCUMENT -- something written with quill and ink and sealed with wax. He lowers it.The Harbinger turns the hourglass over and the black sand beings to run through it.The Harbinger turns to walk out, pausing by Charon who stands by the door. He turns back to Winston.shifts to the hourglass.

The decree is signed by all twelve members of The Table bestowing upon him powers autem imperator. He is our judge, jury, and now... executioner. Evacuate the hotel.

Tradition has it that a condemned man being led to the gallows was permitted a final speech. This public penitence was an affirmation of the necessity of observing divine law.

You have the unshakable faith of David, and you are a true friend, but you should not be here. This won't be pleasant.

"It is a far, far better thing that I do, than I have ever done; it is a far, far better rest I go to than I have ever known..."

Enough! I have to see Jonathan. He needs to know the breadth of what is coming for him. This Marquis isn't constrained -- The Table has let him off his leash.

To make a point. A dead man can be made a martyr. But you let him live and you tell the world that he is either a turncoat, a coward, or a fool.

The Marquis de Gramont. Elevated solely on his guarantee of killing you. Every resource The Table commands is at his disposal. \*

By using his rules and consequences \* against him. Challenge him to \* single combat: a High Table Duel. \*

Per the Old Ways and the old laws, John Wick calls you to a Duel - to settle your differences in single combat, as gentlemen should.

The Ruska Roma's challenge. Mr. Wick's acceptance back into the fold... It's all there. A matter of record now.

Yet you will accept because we still all sit beneath The Table and even you are not immune to the consequences of failure.

Victoriae fiducia; The unconditional release from any and all obligations to The Table.

History is littered with Marquis' who are remembered only by their servants... But you can be remembered as the man who brought John Wick, he who has proved himself to be a threat to The Table and all who sit at it, from the darkness where he resides and into the light; your light... Who could possibly predict how high that kind of glory could take a man?

As his Second, upon his victory, my excommunicado is to be lifted, my title restored, and my hotel rebuilt and re-consecrated; at The Table's expense, of course.

Well, how you do anything is how you do everything. Now, I'm done.

Oh, grow up, Jonathan. If I'd asked for nothing, he would have shot me where I stood.

When I advised you not to dip a pinky back into this pond, I didn't realize that it would be me who'd be getting wet...

I suppose that's one way to look at it. I have to admit that when The Marquis pointed his gun at me my entire life came into sharp relief.

...'Friend.' That's what he was. Above all things. A friend. Made me wonder what they'll put on mine...

Winston and Charon exit a towncar and head for the lobby. OMITTED

DING! Elevator doors slide open to reveal Winston and Charon. The two step out into a whole new corner of the world of the High Table. Sterile, minimalist, the INSIGNIA OF THE HIGH TABLE looming over a desk where several SECRETARIES -- all in white, all with FLEUR DE LIS tattoos or jewelry -- sit. The Marquis' elite guard: THE MYRMIDONS line the walls. CHIDI -- lean, hard, condescending, serious and lethal -- waits by massive doors at the opposite end of the space by large doors. As Winston and Charon walk towards him:They stop in front of Chidi.Winston studies his friend for a moment and gives a nod of genuine gratitude.Doors open and they step into:

Doors fully open and Winston, Charon and Chidi enter the gargantuan chamber lined with Myrmidons. Scores of high white columns frame a round reflecting pool of still water set in the chamber's center, their capitals, incandescent with diffuse white light, a stark contrast to the pool's dark surface. At the far end of the space, standing by the floor to ceiling windows, his back to Winston and Charon, one hand holding a cup of coffee, the other stirring it methodically, is a man in a finely tailored suit. This is THE MARQUIS VINCENT BISSET DE GRAMONT, the Sheriff of the High Table. He is the undisputed law of this world. Resting on the Marquis's glass desk is an identical hourglass to the one delivered to the hotel. The black sand -- now 90% expended -- runs through it at the same rate. one side of the pool. If the Marquis notices his guests, he doesn't show it. He merely stands there, his back to Winston and Charon. The only motion is that slow and steady stirring. It's a long and uncomfortable moment as Winston eyes the sand flowing through the hourglass. The room is so quiet the only sound is The Marquis stirring his coffee. After a long moment:The Marquis turns, taking in Winston and Chidi. He sips his coffee. The black sand is 94% expended.Winston waits for The Marquis to continue. He does not. He doesn't have to. He has all the time in the world. The silence sits there; heavy, like a weight on a man's chest, every second adding more and more pressure. 95%. Finally, The Marquis turns.all of its decadence and temptation - that is the cause of this. I take a different view. When a child acts out, I believe the fault lies with the parent. The Table has indulged this place for too long and look where that's gotten us.The sand is 97% drained.The Marquis eyes Charon, as though noticing him for the first time.The sand drains, spiraling in the top cylinder: 98% And yet here we are. (alt:) And how is that working out for you?A long pause as The Marquis surveys Winston who holds the Frenchman's gaze. The last grain drops through the glass. A FLASH in the distance. Then a low RUMBLE. The glass shakes ever so slightly. A cloud of debris rises over Manhattan. As it falls away, a column of black smoke rises. Winston can only watch as The Continental dies. And with it, a part of Winston dies too. That building was his identity. And now it is gone. Winston's pain is reflected in Charon. He wants to put a hand on his friend's shoulder, but somehow that would be improper. The Marquis, who never took his eyes off of Winston, never looked at the hotel, begins the walk towards Winston and Charon. He draws his weapon. Lines it on Winston as he approaches.The Marquis swings the weapon on Charon and pulls the trigger! BOOM! Charon stumbles backward, blood seeping through his white shirt and spreading across his chest. Winston, his shirt spattered with blood specks, catches him, cushioning his fall, kneeling with him, holding him. The Marquis walks out, Chidi falling in behind him. Charon extends his hand and Winston clasps it. There is an absolute calmness to this man; a commitment to exhibit the same dignity and duty in death as he did in life.These two old friends share one final moment before Charon slips away. Winston, on his knees, cradling Charon's head, slowly looks up, eyes locked on the receding Marquis. Shock and anger are slowly morphing to something else: something dangerous. ANGLE ON The Marquis, Winston and Charon behind him.A soft, lyrical musical piece washes over us, growing in pitch and intensity... Establishing: Paris, the city of lights, vibrant and alive on a summer's afternoon.OMITTED CLOSE ON a heavy metal CUP. With a FLASH - two dice are snatched off the GREEN FELT TABLE into the up. We pull back to see the weathered hand that shakes it. Inside the CUP, the dice rattle - a feverish crescendo building. With a flick of the wrist, the dice skitter across the felt, bounce off the runners, settle. A FOUR and a THREE. The DEALER -- French -- razor slash across his face, bad tattoos creeping over his neckline slides ides cash across the table to Caine who just rolled. In front of him is a pile of cash and a shot glass.Caine's fingers run over the dice, slides them into the cup.Dice rattle. He rolls. Wins again.As Caine collects the dice and cash.Caine rolls again and wins again. The Dealer stares at the dice.Caine's fingers find the shot glass. He grasps it...Caine downs the shot.Caine... slides his pile of cash forward. Maybe you didn't hear me.The Dealer's eyes flick to two Thugs moonlighting as casino security.

My father used to say: "How you do anything is how you do everything." Called it the first and the last rule of life. Do you believe in rules, Mr. Manager?

There are those on The Table who blame this... atrocity on New York.

He is simply the face of your failure, Mr. Manager. That you failed us is why we are here. The sand in that glass is merely an echo of my remaining patience...

MIA (20), Chinese, violin to her ear, stands on the steps, playing the piece.

People have stopped to watch and to listen. Her body sways as the pitch builds. She is profoundly connected to this music, almost as though it has meaning outside of the notes.

ANGLE ON CAINE, (40s) Chinese, sharp suit, walking cane stands some dozen yards away. Though he is apart from Mia -- his back is to her and his eyes are closed -- in this moment he is very much with her.

As the music builds, we note the locket resting in his right palm. Old and worn by the constant rubbing of his thumb, it has meaning to this man beyond the material. For him, it is beauty and serenity.

The piece reaches its crescendo and stops, bringing Caine back to reality.

People applaud. Mia stares, almost like she's surprised anyone was there. A WOMAN puts a few Euros in her open violin case, a "ENMP" (Ecole Normale de Musique Paris) sticker prominent.

As Mia packs her violin, Caine stands. As he turns into the camera and his face comes into the light, we see his milky white eyes. Caine is blind.

He takes a tentative step towards her... stops... pulls a flask from his jacket, and drinks before turning away.

Your agreement with The Table is as it has been: we give you a name, you give us a life, or we take one.

Coyness, Mr. Nobody, is a pathetic trait -- a miscalculation in which, by trying to conceal our ego, we let it appear stark naked. I'll ask only once: why were you in Osaka?

A choice. You can pull the knife out or you can pull your hand out. One shows me a man committed only to himself; the other, a man committed to the cause. One of those men will be privileged to serve.

The deal was for your service. And that is the only deal being offered today. A life for a life, Mr. Nobody; yours or his. When it's done, kill the blind man.

That time is passed, Mr. Manager. A new day is dawning. New ideas. New rules. New management.

A man's Second, like his Sponsor, either walks out with his champion or is buried beside him... the Old Ways.

You come here thinking there is a way out of this world for you, Mr. Wick?

If you win, The Table will honor its word. You will have your freedom, but you won't take it. Blades.

You won't take it as this is who you are, who you've always been. We allow you to think of yourself as some sort of Paladin or Samurai - serving nobly at the arm of your feudal Lord. Part of the comical artifice of this little world of ours. But the truth is that you are simply a killer. An orphan we plucked from the street and honed into a knife. And it is the killing that gives you purpose. And purpose gives men like you identity.

You will because when John Wick is dead by your hand in that duel, you and your daughter will be free.

There is something quite poetic about all this, don't you think?

...John Wick has few friends remaining in this world. And even fewer he trusts with his life.

No one defies The Table. I remember a time when you understood that.

Family. ducks down as Caine's blade comes around the corner. Caine passes by John who stands. Crunch! Caine's sword shifts, cutting in front of him, freezing John who can't get his gun lined. A frozen moment, then:

The sun rises and she lives another day. That's all that matters.

After my daughter was born, I tried to leave this life... So The Table reminded me--

I won't enjoy taking your life, but if it saves hers, you're going to die.

I need you to make it to the top of those stairs, John. So... are you ready?

Caine makes his way down the alley, his cane swinging in front of him as the rain pours. Caine finds a dry spot under the eaves, leans against the wall and lights a cigarette. The lighter flares, briefly illuminating three forms -- The Dealer and the two Thugs from the parlor -- emerging from the darkness.A fist hits him in the gut. He doubles over. A blow to the head sends him reeling against the wall. A leg sweep sends him to the pavement. Caine makes not effort to defend himself. He smiles through the pain as blows rain down him. The Dealer grabs him by the hair.Caine... LAUGHS. The Dealer... hits him with the gun. The Thugs join in, beating and kicking Caine who's on his knees. Caine holds up a hand. He's done.He reaches into his jacket and pulls out a brick of bills.A Thug takes the cash and hands it to The Dealer who runs a thumb over it. The Dealer... nods and a Thug kicks Caine. The second joins in. The Dealer hits him! A blow sends Caine reeling, the force of the impact knocks the LOCKET from Caine's pocket. hands trying to find it. Caine's fingers brush against the chain and he draws the locket towards him. The Thug's alligator skin cowboy boot grinds down on Caine's hand, pressing it against the locket and the pavement.The Thug hesitates, glancing at The Dealer who... nods. The Thug reaches for the locket. As his fingers brush against the worn nickel, Caine shifts his weight, freeing his hand. Fingers wrap around The Thug's ankle. CRACK! Bone snaps and The Thug falls, howling as Caine pulls the man's boot off. The Second Thug produces a straight razor and lunges for Caine who uses the boot as weapon, breaking the man's elbow and jaw. He falls. The Dealer draws a cheap .38. Caine focuses on the sound. The .38 arcs and Caine uses the boot as a tomahawk, wrapping the man's wrist up with it, then driving the heel into the man's mouth. He falls to his knees, spitting teeth. The Dealer, on his knees, stares up at Caine who now holds the .38 against the man's forehead with his right hand and holds his left hand out, palm up. A frozen moment and Caine... snaps the cylinder open. Bullets clatter to the pavement.A beat and The Dealer gets up and runs. Caine stands there, defeated in victory; deflated.Caine ignores Chidi... turns, feet sliding over the pavement. He finds the locket, retrieves it. Starts to walk away.Caine stops. This is specific word and it means something more to Caine. Massive. Gilded. Imposing. Puts Versailles to shame. MORNING ANGLE ON Caine -- damp, face caked in blood, standing in the majestic space. His body sways slightly. Chidi stands directly behind him. The Marquis sits alone at the head of a very long formal dining table some distance away. The silence hangs there.Caine teeters and retches. Bile spatters the marble floor. Chidi steps back reflexively. Caine wipes spittle from his chin.The Marquis nods. Servants enter. Cups are poured. Caine accepts his tea with a nod. Both men wait for the other to speak. Finally:Caine tenses as A VALET approaches with an IVORY TRAY; holds it out to Caine. On the tray is a BLACK ENVELOPE. Caine does not take it.A long moment. This is a battle of wills.Caine nods respect. Carefully places the cup on the saucer that rests on the tray. Turns to go. You got close today. Suddenly Caine if very still.An painfully long moment of silence... This is a battle of wills and Caine knows he's already lost. He reaches for the Valet's tray. Fingers find the envelope. He takes a deep breath and breaks the wax seal; removes a heavy gold trimmed black card marked with brail. His fingers run over the letters... stop at the last....He was... a friend. The Marquis surveys Caine for a beat almost as though he understands that he is engaged in a silent battle of wills with a man who doesn't know how to bend.The threat hangs there.Caine... drops to one knee.A slight smile forms on The Marquis' lips.

The Table has reason to believe that this facility is providing services ut qui excommunicantur.

An old and run down movie theatre, it's billboard proudly presenting Buster Keaton's The General. Laughter washes over us.

A fuzzy reel on a big screen. Keaton pulling off an impossible stunt. A dozen FILM BUFFS scattered around the theater. A few laugh. Caine, who is making his way across the back of the theatre, pauses. Film runs through the old fashioned projector. A rectangular beam of light emanates from the lens. THE PROJECTIONIST -- an old and wizened Frenchman with a cigarette, thick glasses, and a black beret, looks up as Caine enters. ANGLE ON a shelf of film canisters. The Projectionist pulls a canister down, lays it on the table and walks out. titanium alloy cane with an ornately sculpted handle, a row of gold coins, a Glock G44 22 LR, with tactical shoulder holster rig and magazines, flashbang grenades, and a half dozen small motion sensors... Caine's fingers run over the box's contents. They find the cane. He lifts it... pulls on the handle, half drawing the razor sharp sword. Laughter echoes from the cinema and Caine roars in rage and frustration, slamming the sword back in its scabbard! He stands there for a moment... pulls a flask from his jacket, unscrews the cap, brings it to his lips... and pours the liquid out onto the floor.

Establishing: An aerial view of Osaka's downtown with its bright strobe lights and giant billboards; a miasma of color and cacophonous sound.

Bright strobe lights flash on a giant billboard. An advertisement. Japanese text. PAN DOWN. More billboards. More advertisements. More colors. Sounds now. Discordant; the kind you hear in a crowded city. At street level now, people walking by billboards. Spray painted on a billboard, and partially lost in the pattern, is a HOBO SYMBOL. REVERSE TO a BELGIAN MALINOIS sitting on the sidewalk, dark eyes locked on the symbol. PULL BACK to reveal a MAN (30), standing next to the dog, taking in the symbol. He... smiles.There's a little twinkle in his eye that suggests he's laughing at a joke; which is just lovely until you figure out the joke's on you. This is THE TRACKER and the dog is THE TRACKER'S TRACKING DOG. Down a street, the dog's ears are back now, confident, like he's got a scent, off the curb and into traffic... ignoring honking cars... The dog stops, eyes locked on massive ONYX DOORS flanked by two Japanese DOORMEN. Osaka Continental. ANOTHER ANGLE TO INCLUDE The Tracker.

Please take better care of yourself, John. We're in this together now...

That's where you're wrong... Ten fingers, two eyes. Seems to me you're the one who's more like him.

Twenty-five million. Plus the value of the contract when he's dead.

When you try to kill a man, he generally tries to kill you back. Can't very well spend your money if I'm dead, can I?

He's in Berlin. With the Ruska Roma. You can transfer that finder's fee now.

Way I see it, if Johnny makes it to the church on time, this'll be your last day as Marquis. What I'm offering is a guarantee that he won't.

Well, that is the only deal that is being offered today. A life for a life, Mr. Marquis; yours or his.

Floor to ceiling windows offer 360 degree views of Osaka from on high. The Tracker, the Malinois next to him, stands in the middle of the elegant lobby as guests and Geishas and servers with champagne and hors d'oeuvres pass by. His phone -- old school flip phone -- buzzes. He checks it. We catch a glimpse of a large number: $18 million... that snaps to $20 million. He whistles under his breath and glances at the dog who's looking at him with interest.He pulls a well-worn NOTEBOOK from his pocket and, with the stub of a pencil, makes a notation. The pages are filled with hand-written notes, symbols (HOBO SYMBOLS are prominent), sketches (John Wick), flowcharts and Venn diagrams (family/relationship trees with lines leading to Winston, The Ruska Roma, Osaka, etc.)ANGLE ON AKIRA -- sleek suit, leather folder under her arm, perhaps a touch young for her position as concierge -- standing behind The Tracker, her form reflected in a glass case.Akira glances to the side. A WOMAN wearing a massive fur coat and hat, trailed by two laden-down bellboys, passes by.The Tracker, intrigued by the scrolls set behind glass doesn't look back.Akira eyes The Tracker... A SERVER passes by with small and delicate appetizers. She takes one and offers it to the dog whose ears drop and muscles tense. It's about to lunge when the Tracker's hand GRABS her wrist, fast. She looks at him, hard and he looks right back at her. This was a test and The Tracker and his dog failed.The Tracker releases her wrist and lays a gold coin in her palm. Akira eyes it. Motion catches her eye: A Japanese man we'll come to know by the name of SHIMAZU (50s) strolling through the lobby. A slight hitch in his step speaks to battles fought, a scar, just visible on his neck, to mistakes made, and the deference granted by all around him, to the respect he's earned.The Tracker watches her as she moves to intercept Shimazu.With that, The Tracker puts the food between his teeth and offers it to the dog who rises on her hind legs and gently takes it.

Tomorrow's schedule: Mr. Suzuki at Eleven, the Tarasov's are requesting an audience at Two--

Dinner with your daughter. She's concerned that you've been working too hard.

Your past relationship with Mr. Wick is no secret. The Table will come.

Akira paces up to walk beside Shimazu. As they move across the lobby, passing the bar and the Exhibition hall, by staff and patrons, their tone, volume and even language shifts. There's a dog in my lobby.She hands him the folder. He flips it open, scanning it as they walk.Shimazu hands her back the folder as he and Akira head up a flight of stairs.The two emerge on the EXHIBITION HALL level.A large and open space cut up by a series of glass partitions housing an assortment of museum grade weapons and armor -- mostly Japanese, some from surrounding regions, including nunchaku -- as well as scrolls -- pressed between panels. As they continue to walk:Shimazu exchanges a small bow with a guest admiring the glass encased art.He shakes his head as he smiles at a European guest.Shimazu stops, turns his gaze on her (Japanese) Don't presume to tell me about a man I've known longer than you've been alive. Akira holds his gaze for a moment... bows.And now we realize that Akira is Shimazu's daughter. Shimazu... nods and angles for a side door. She turns to go.Akira smiles a small smile.

Work must be light for you to be so focused on events a world away.

Akira. Please tell my daughter that I look forward to our dinner.

The Table will never stop. You know this. It only takes life. And only gives death.

The only thing that would trouble me is your leaving before you finish your tea.

Friendship means little when its convenient. If they come, they come.

I want you to find your peace, John, but the only path this leads to is death.

Is that what you want?... Certainly killing the spiritual head of The High Table is a unique way of going about it.

You can't outrun time and bullets. All you can hope for is that when it's your time, you've done more good than harm. You want to die? So be it. That's your choice. But a good death only comes after a good life.

No. They don't know you're here. So long as that's the case, they won't move against us. I will talk to them.

Welcome to the Osaka Continental, gentlemen. How may I be of service?

But as you are well aware, no business -- not even your kind of business -- may be conducted on Continental grounds. So I'm going to have to ask you to surrender your firearms.

So good of you to visit after all these years. If I'd known, I would have better prepared.

And I remember a time when you understood the meaning of brotherhood.

You think coming into my home and threatening my daughter makes me more willing to comply?

They'll be covering the front and back. Get out the way you came.

Shimazu moves through the bustling hotel kitchen: cooks, servers... and two SUMO sized men standing guard. They nod respect as he passes between them. A score of hard looking Japanese men in gray suits, white shirts, open collars, irezumi tattoos visible at necks and cuff lines are scattered around this part of the kitchen -- watching TV, playing cards, etc. Call them Shimazu's RETAINERS. As Shimazu passes an older, Senior Retainer stationed at the bottom of a flight of stairs:The man inclines his head as Shimazu heads up the stairs.

Doors open and Shimazu steps onto the rooftop's manicured garden: a stone path, a water feature, Japanese cherry trees, all framed by Osaka's neon glow. As Shimazu rounds a bend, a lone figure, in silhouette, gazing out over Osaka, comes into view. (Japanese; sarcastic) So, you must finally have found your peace... A worn and weary John Wick turns, taking in Shimazu.Shimazu motions John towards a small and elegant tea table -- tea set, kettle, burner, two chairs -- set on the garden beneath a cherry tree. This is an invitation to sit and a gesture of respect. John... accepts and moves to the table, bowing slightly before he sits - also a gesture of respect. There is a closeness between these two that transcends time and place; the kind that's hard earned and life long. Shimazu sits, then pours the water into the tea pot...John takes Shimazu in as he pours two cups, offering one to John.Shimazu raises his cup. John does the same. They drink. Carefully place the cups down.This hits John hard.John simply looks at Shimazu, unwilling or unable to answer.John eyes Shimazu. Shimazu, for his part, takes John in -- the fatigue, the wounds...John's look tells him that it's been a while.John takes Shimazu in and Shimazu knows what he's thinking.

Caine -- clean shaven, fresh haircut, tailored suit -- stands in front of the hotel, blind eyes locked on the obsidian doors. Chidi steps into frame. Arrayed around him are a group of SIX MYRMIDONS, each wearing the Marquis' Fleur de Lis pin.Chidi looks at Caine with contempt and heads up the hotel stairs, Myrmidons in tow as, behind them, a black tactical bus rolls by, turning into the hotel's underground parking structure. thumb over. Akira is at the front desk when the elevator doors open and Chidi and the Myrmidons enter. A half dozen Myrmidons spread out -- like any other guest -- some making their way to the bar, others meandering through the lobby. The Tracker, enjoying a steak at the bar... smiles as Chidi, alone, approaches Akira who is at her desk.Akira looks up. The professional smile freezes on her face when she sees the small Fleur de Lis pin on his jacket. Then quickly and professionally, she makes the Myrmidons spread out in the lobby and bar.She heads out. The Tracker raises a finger, beckoning the hostess:Then he cuts his steak in half and offers the half to his dog who wolfs it down.

He reaches for an elegant cabinet, opens it, pulls out a bottle of Yamazaki 25 and pours to glasses. Offers one to John.John raises his glass. Shimazu studies John for a beat. He's not wrong. He raises his. They're about to drink when Akira rounds the path.She stops mid sentence when she sees John. Before she can react, Shimazu's glare freezes her. Her gaze flits between the men.Everything he needs to say to her is encapsulated in that one word: "guest." She knows not to question it. John stands.know him but she knows the consequence of his being here. 35A OMITTED 35A

Shimazu appears from a door behind the front counter and heads for Chidi. As he approaches:Chidi eyes Shimazu, then takes a step--Fools talk, cowards are silent, but wise men--Shimazu, recognizing the voice, turns to face Caine who has silently entered the lobby and is focused on Chidi:Caine nods respect to Shimazu.Caine... nods and Shimazu understands that Caine is not here of his own volition.The two old friends share a moment. Neither wants to be here, and neither wants to fight the other. This doesn't have to end with blood.This bites Caine. This is a man trapped between what he knows is right and what he must do.Shimazu's eyes move to one of the BELLBOYS -- one with an earbud visible in his ear. The man makes a subtle sign with one hand: a code... Shimazu knows the High Table Soldiers are already in his building.In that moment, we understand that both these men are fighting for the same thing in different ways. Enough! By order of the Marquis de Gramont, this hotel has been deconsecrated. Step aside. Shimazu turns his icy and unflinching gaze on Chidi, then glances at the Bellboy who utters a command. A score of Shimazu's Retainers armed with bows and arrows appear from behind the mezzanine railings even as Bellboys and Doormen hit and kick pieces of furniture and counters. Hidden compartments snap open revealing bladed weapons. Within seconds, all are armed.Shimazu eyes Caine... then turns his gaze on Chidi.Caine hears it all and knows what this means. He shakes his head ever so slightly--Caine turns and walks away.Two Myrmidons step forward. As the first's hand touches Shimazu's wrist, Shimazu breaks it. Then, eyes on Chidi, he utters a single word:Archers lose their arrows. Most stick in the Myrmidon's Kevlar lined suits: one in Chidi's shoulder, three in the chest of particularly large Myrmidon, etc. One arrow slides over a Myrmidon's collar and through his throat. He goes down, gurgling blood. Chidi eyes the dying Myrmidon without emotion. He breaks the arrow stuck in his arm off. The big Myrmidon shatters three shafts with a sweep of his arm. Others pull the arrows out.engage; Shimazu catching a thrown sword even as Chidi draws his cut down lever action .45. Shimazu's faster! The blade's coming down on Chidi's hand when Caine's sword, drawn from the cane, blocks it! Bullets and shafts cut through the lobby as men fight in ones and twos. Men and projectiles cut between Shimazu and Caine, separating them. Shimazu cuts a Myrmidon down, lops off the hand of another as two of Shimazu's men attack Caine! His sword is a blur slicing one man's throat and gutting the second as Chidi shoots two more. As men drop, Shimazu pulls away, exiting the way he came. Chidi pans, searching for him... turns to a Myrmidon:OMITTED

John looks out over the city. Akira is a dozen feet away, looking in a different direction.John turns his head, taking her in. If they find you here, The Table will kill my father. Me. Everyone. Because you broke the rules. You shouldn't have come. A beat and John focuses on two approaching Retainers. They stop at Akira. One whispers in her ear. She turns to John:John looks at her, then past her into the darkness. A shadow moves within a shadow. THWACK! THWACK! Flash suppressed rounds slam into the two Retainers as John draws his gun fires! Akira bangs her fist against the tea table. A drawer slides open to reveal a bow and arrows. In one smooth motion, she grabs the bow and four shafts and looses arrows. Two find their mark as she and John, weapons lined, close the distance on a High Table Tactical team as cherry blossoms rain down on them, surreal in the city's neon glow. When it's done, seven High Table Soldiers are dead.She angles for a side door in the rooftop's circular structure, pushes it open to reveal a circular staircase.

John and Akira head down as a Tactical Team comes up. Contact. Shots exchanged. High Table Soldiers are dropped.

Two levels down, Akira pushes through another door. She and John step into the Mezzanine level.

Motion ahead. Akira raises her bow. John puts a hand on it as Shimazu, with three of his men, appear from a corner. The two groups meet and move together towards the escalators. As they walk.Umeda station.John... nods. The escalators loom ahead. Then motion. High Table Soldiers.And contact as High Table Soldiers come at the group from multiple angles. John cuts a half dozen down, Akira and Shimazu the rest. Then they split, Shimazu and Akira, with his remaining men down the hall, and John angling towards the exhibition hall.

Gunfire rocks the kitchen. Plates and glasses shatter, containers of rice spill out as High Table soldiers and Shimazu's men fire on each other. Arrows push the soldiers back. ANGLE ON Chidi, his back to the wall in the hall just outside the kitchen as more arrows slam into the wall. Caine is next to him, along with a half dozen Myrmidons and Solders. Chidi nods to a solider who opens an electrical panel and turns off the breaker. Lights turn off, casting the kitchen in to semi-darkness, the only illumination coming from abandoned gas burners, flames throwing long shadows on the walls.Caine inclines his head, tracking for sound: a Retainers foot sliding across spilled rice, another pulling a bowstring taught, a bead of sweat falling from another's chin... and he moves, gun firing and sword a blur. aisle, pulling small motion sensors (some magnetized some with an adhesive backing)from his jacket and clamping them onto surfaces. As Retainers move to attack him, they break the infrared beams and the sensors ding. Caine keys on that sound and moves. In this enclosed environment, with its low light, Caine can effectively see behind him and around corners. As he gets between Retainers, he affixes a motion sensor to one's back. As the man moves, the sensor dings on his fellow Retainers and Caine strikes! Retainers fall. Caine's blade stops a half inch from a COOK who's holding a cleaver up... Caine moves on. In moments all that remain are the Sumos. One of the Sumos roars and charges Caine who drops to one knee and slices the Sumo's left leg. The man tumbles, arteries spewing blood. The second Sumo roars and attacks. Caine's sword is a blur, punching into the front of his neck and out the back. The big man falls. Silence. Then the lights snap back on and Chidi strides in. As he passes by Caine, Caine blocks his path with a bloody sword. His contempt for Chidi is evident in every syllable.Chidi eyes the sword and the blood stain on his suit. Pushes the sword away. To his men:He pulls away, sliding a bucket in front of Caine as he passes.

John moves through the Exhibition Hall -- weapons displays, art, light, etc. Figures appear up ahead, flittering through exhibits. High Table Soldiers. He drops one, two, three, four! Out. Reloads and repeats-- never pausing, always moving -- drops five, six! Clicks empty. Is reloading when a Myrmidon hits him bodily, driving him through a series of display cases. find cruelly curved long knives as the Myrmidon closes. They're a blur as they cut the man to pieces. He drops. bow and fires! Breaks the bow on an attackers face. Rolls away as another fires on him, grabbing a pair of nunchaku as he regains his feet and lays into the Soldier, breaking his arm first, then his neck. Shattering another's helmet. Braining another. Breaking the nunchaku on yet another's ballistic breast plate, and driving the shattered handle into another's eye. As the man falls, John grabs a wakizashi and guts the last two Soldiers. Bodies thump to the glass littered floor. John picks up one of the men's weapons, checks the load, holsters it, is turning when he freezes! The soft sound of the song from Caine's locket echoes.A beat and Caine steps out of the shadow of an exhibit about ten yards from John, blocking his exit.And both draw and fire! Caine moving laterally, John diving for cover as more exhibits shatter. John ends up with his back to a large rectangular glass case. Looks for Caine who's lost in shadow. John does a quick tactical check of his magazine. He's light. He's looking for an exit when he hears glass sliding. Hazards a look. Caine approaches, gun in his right hand, drawn sword in his left, wrists crossed for stability and gun control. The sword's tip touches the glass case, scrapes against it as he approaches. Which is when John sees Caine's blind eyes. He didn't know. You took a deal.Caine swings the sword and pivots, firing, even as John rotates, firing. Both miss but John's off balance. A blow sends him reeling. A kick propels him through an exhibit, shattering it. John rolls as Caine's sword slams down where his head had been. He grabs a katana from the floor as he regains his feet, turning in time to block Caine's attack. Weapons are a blur as the two men dance over broken glass, the impacts bone jarring and teeth rattling. Caine pivots, swinging the cane low and sweeping John's legs out from under him. Caine closes, sliding around John's attack, cutting John across the shoulder! More blows exchanged, fast. Caine's sword grazes John's neck and a line of blood paints the floor. Caine is dismantling John. John lunges for Caine, trying to get inside, which is a mistake. Caine wraps John's arm up, drawing him in even as he draws his Glock and presses it against John's heart, Caine pulls the trigger-- --CLICK! Caine's magazine falls to the ground even as John pushes on the Glock's slide, releasing the chambered round. A frozen moment as the two, heads close, "look" at one another. Caine shifts his weight, sending John reeling. On his back, John grabs a wakizashi. Caine cuts it in half. Caine is closing on John when-- BANG! A shot rings out, hitting a glass tower. It sheers and shattered glass tumbles through the hall! Caine, disoriented, moves for cover as John looks for the source of the incoming fire. opposite side of the hall. John gets up and runs. Caine hears it, moves to intercept but bullets rain down, forcing him back.

Shimazu and Akira moving down the exterior hallway. A door looms ahead.

A door opens and John pushes out of a doorway into the bamboo grove. Motion all around as he enters the bamboo, angling for the back gate. CRANE UP: John seen from above. High Table Soldiers and Myrmidons all around, searching. ANGLE ON John, as he comes around a stand of bamboo, kills one High Table Soldier. Another. Clicks empty. Kills another with his bare hands. He's reaching for the dead man's gun when he sees the Fleur de Lis pin on his vest. John tears it off, regards it as-- --behind him, High Table Soldiers emerge from the shadows. One has a bead on John. Another. A pile of bamboo leaves shifts! Before John can process what, the Malinois springs forth in a blur of motion and leaps, hitting the closest Soldier, jaws closing on the man's throat as they go down. Heads and guns turn to the dog--This man isn't fast, he's lightning fast. God damn, Mr. Wick, this is quite the mess you've made.John focuses on a tattoo just visible on The Tracker's forearm: the amalgam of a skull and a paw, with bones and "K- 9" beneath; the mark of a Special Forces dog handler. Above it is another tattoo, this of the Special Forces Combat Tracking and Coutertracking Group.The Tracker pulls the flip phone from its belt clip, checks it. The number is... going up.Footfalls crunch over dried brush. High Table Soldiers. The Tracker fires right over both of John's shoulders! The Soldiers drop, holes in their heads. More are coming.John's eyes follows The Tracker as he disappears into shadow, the dog padding after him. John heads for the back gate -- a heavy duty gate with an old fashioned lock. John slides the lock to the side to reveal a keypad. He punches in a code. The locking mechanism disengages and he pushes the door open and steps into Osaka.

John swings around, stops. The Tracker is there, rifle slung over his back, tied down Colt 45 at his hip.

Simple and elegant -- altar, urns, gravel, hanging chimes, a bridge spanning a tranquil pool that glows with reflected light. head. PULL BACK to Akira as she fires arrow after arrow, driving shafts through helmets and body armor, pinning attackers to columns and walls. Arrows spent, she runs at an attacker, swinging the bow. The impact shatters the man's face and the bow. She draws two knives and rolls as a Myrmidon fires, regains her feet and slashes the man's throat. A second is turning on her when she slams a knife into his temple. Another gets a bead on her. She throws a knife right into his throat, runs, pulling it out as he falls, rolling between a big Myrmidon's legs and slicing his crotch! Simultaneously, Shimazu weaves between columns as a Myrmidon tries to shoot him. Suddenly, he is UP CLOSE on the Myrmidon. Now we see what this man can do with his bare hands. In the close quarters of this combat, the Myrmidon's advantage is lost. Shimazu unleashes two strikes -- solar plexus and throat -- and the man crumples to the ground. He turns in time to see a Myrmidon grappling with Akira. The big man's choking the life out of her when Shimazu cuts his throat. He helps his daughter up. They turn to cross the bride... stop. Caine stands at the far end, blocking their path. Akira, cut and bleeding, moves before Shimazu can stop her, sprinting at Caine. She goes airborne, knife held high. Last second, Caine shifts his weight. She misses him, lands, rolls to her feet, leans forward to attack--She freezes. Caine focuses on Shimazu who approaches.katana, discards the scabbard and raises the sword over his head. Caine, completely still, nods sadly as though he expected this answer. He shifts his weight, senses locked on Shimazu. And they move, blades flashes TWICE, so quick the movement is nearly imperceptible. A beat-- --and Shimazu FALLS TO HIS KNEES. BLOOD dripping from a wounds and puddling on the platform.This freezes Akira. Shimazu struggles to his feet.Caine shakes his head at the futility of it all as Shimazu rises... attacks. Blades flash. Shimazu's sword clatters away and he drops to one knee as blood blossoms from a shoulder wound. He's reaching for his sword when Caine's foot clamps down on Shimazu's right wrist. Caine's blade drops, severing Shimazu's right thumb from his hand. Blood flows from the stump. Akira tenses. A look from Shimazu freezes her. Shimazu reaches for his sword with his left hand now. Face pale and glistening with sweat, he rises once again.Caine nods understanding. These men, like John Wick, are born from the same furnace, molded by the same tools and tempered with the same training. Both men know full well how this ends. Shimazu raises his sword. ...Consequences. ...Rules. Shimazu swings. Caine's sword is a blur. Shimazu's head separates from his body and Shimazu falls! Akira stares--She lunges forward. Caine's sword tip moves to her throat, stopping her. His hand quivers ever so slightly and we realize the pain Shimazu's death caused and will continue to cause him. Though he could kill Akira, he won't.Akira stares at Caine for a long moment... tears herself away, backs away... disappearing into the night. We stay with Caine for a beat as he kneels by his old friend, finding the katana, placing it over Shimazu's chest. He closes his eyes and mutters a prayer for a dead friend. 44A OMITTED 44A \*

John makes his way through the all by deserted platform \* towards a waiting train. \*

John steps into the train car. Looks left. Empty. Then right. \* Akira has just entered from the opposite side of the car. She \* says nothing and in that moment John knows Shimazu is dead. \* A beat and John makes his way to a seat. Sits. \* Doors close and the train glides away from the platform as \* she approaches John. \*John doesn't answer. She lines a gun on his head. He doesn't flinch.A beat and she lowers the gun, sits heavily in the seat \* opposite John on the other side of the aisle. She's mourning \* and defeated and angry. \*John takes her in. Doesn't answer. She's right and he knows \* it. He turns his head away and looks out the window. \*She raises her head, tear streaked eyes burning into John who \* is now looking directly at her. \*The train's intercom chimes. The train slows as the automated \* voice indicates the next stop. \*John deflates just a bit. Akira rises, walks to the doors. \* They hiss open. \*She eyes him for a beat, then: \*She steps out, leaving John alone with his demons. \* Doors close. \* A beat and John opens his hand. Resting in his palm is the \* FLEUR DE LIS PIN he took from a dead Myrmidon; The Marquis's \* coat of arms. \* Hold on that pin as the sound of the train builds... \* Establishing: The Eiffel Tower rises above the waking city.

A telex spits out a page. A tattooed hand tears it. The hand belongs to a French SUICIDE GIRL. She walks to a counter and places the telex in a bin by SUICIDE GIRL #2 who picks it up and scans it, then lifts an old rotary phone, dials.PULL BACK TO reveal a line of European SUICIDE GIRLS on phones... PULL BACK SOME MORE to reveal the large and open multi-level space populated by SUICIDE GIRLS at typewriters, telex machines and old IBM computers. High Table iconography on walls and equipment. ANGLE ON a glowing green screen. Cell numbers with global prefixes scroll by. DISSOLVE to--

The Malinois sniffs John's cup. PULL BACK TO INCLUDE The Tracker looking out at the city, almost like he's waiting. His PAGER buzzes. There is just a number: $24. He smiles. Behind The Tracker, a shadow within a shadow moves. Caine seemingly materializes right next to The Tracker. The suddenness and the silence of it scares the shit out of The Tracker and the dog. Both flinch! The Tracker eyes Caine who doesn't pay the slightest bit of attention to him or the dog. The Tracker then glances at the Malinois. 'Really?' If a dog could shrug, it would. Both The Tracker and the dog watch as Caine moves around the space. There is an undeniable intensity to Caine. He's just killed a man he once called a friend...Caine pulls the tin of chocolates from his pocket, takes a chocolate. As he does:Well, money talks and bullshit runs a marathon. You're not with him, but you are like him.Caine takes a biscuit from the table and holds it out for the dog. It tenses, ears dropping back and teeth appearing. The Tracker smiles just a bit, enjoying the anticipation of the inevitable mauling to come-- And the dog gently takes the treat from Caine. And that is an object lesson in dominance. The Tracker's smile fades just a bit. When Caine speaks, any veneer of civility is gone, replaced flinty intensity.The Tracker tenses, slightly, his hand shifting closer to his holstered weapon. Both Caine and the dog sense it.The tension is broken as Chidi appears. Without saying a word, he lines his gun on The Tracker's head.Chidi pulls the hammer back. That would be a mistake.And then Chidi feels something no one wants to feel: a Malinois snout on his crotch, slowly raising its head and his testicles with it. Chidi is... unimpressed.OMITTED

Sheets of rain spatter the still smoking remains of the once proud hotel. Winston, his back to us, head naked to the rain, stands on the sidewalk, watching. Winston takes a FLASK out of his coat pocket. Perhaps it's half-empty after the day he's had. He offers up the flask as a toast to his former home, now just rubble and a hole.Stops next to the dog. The Bowery King. The King looks out onto the rubble. Winston offers him the flask. The King takes it and takes a long pull.This bites. A beat.The King LAUGHS. Big, booming. Winston waits.The Bowery King eyes Winston. Dead serious now.The Bowery King... smiles. Perhaps for the first time he sees in Winston a man laid completely bare. He extends his hand. In it is a card. Winston takes it. It is blank save a single HOBO SYMBOL.

The Marquis stands in the center of the ring as a half dozen riders canter around on their Lippizaners to music. The Harbinger is next to him.Which is exactly why we are in this position. This campaign is not alone to kill John Wick; it is to kill the idea of John Wick. That is the true threat we face. To do that, I must destroy everything that idea touches.The Harbinger eyes The Marquis for a beat, then strides away.

ANGLE ON the Malinois, eyes tight on something she very likely wants to kill, fuck, or eat. The objects of her malicious intent, lust or appetite are two IRISH WOLFHOUNDS -- large, powerful, aloof and superior. If these dogs could look down on other dogs they would, which makes the Malinois want to kill, fuck or eat them even more, possibly in that order.ANGLE ON The Tracker, leaning against a post, head down, one knee bent in a classic western pose. He raises his head, eyes Caine sidelong. Chidi and Myrmidons are arrayed around the three.Doors swing open and Chidi motions the Tracker in. The Tracker pulls himself off the wall and follows Chidi in.

The Tracker, Chidi behind him enters. The Marquis waits. (to The Tracker) And you are?Chidi kicks The Tracker in the back of his knees, driving him to his knees. The dog growls. A look from The Tracker silences him but it remains locked on Chidi, muscles tensing.Chidi draws his gun and shoves it against the back of The Tracker's head.The Marquis studies The Tracker for a long moment.He motions Chidi to release The Tracker who pulls himself up.The Marquis holds The Tracker's gaze for a beat, as though he is committing the man's face to his memory. Then he approaches The Tracker. Extends his hand. A beat as The Tracker reaches for the hand with his own. Hands clasp.The Marquis slams The Tracker's hand onto a nearby wooden saddle horse and -- THUNK! -- drives a stiletto through The Tracker's hand, pinning it to the wood! The Malinois' hackles go up, teeth bare, and muscles tense for an attack. Chidi swings its gun to the dog!The dog doesn't attack, nor does it relax. It remains stock still, locked on The Marquis, muscles quivering.The dog... steps back, relaxing just a little bit. found the Tracker's soft underbelly and both men know it. A beat and The Tracker eats the pain as his other hand grasps the knife's pommel. The Marquis places his hands on The Tracker's, stopping him from pulling it out.The Tracker eyes The Marquis as the Frenchman removes his hands... which is when he realizes that all of the Myrmidons, and The Marquis, bear some scar or mark. The choice is now The Tracker's. Eyes locked on The Marquis, The Tracker slowly PULLS his hand towards him - the knife RIPPING through bone and sinew as it makes its way from the center of his hand to the joint between his middle and ring fingers. It takes everything he has not to scream. ANGLE on the dog, suffering The Tracker's distress. The Tracker pulls his torn hand free from the saddle horse... and extends it towards The Marquis who... reaches out and shakes the bloody hand.The Tracker... pulls away. Walks out, dog padding beside him. Valet's open the doors to reveal Caine. The Tracker walks by him without a word. Caine enters.The Marquis focuses on Caine. I GAVE YOU A NAME!.. We had an understanding: a life for a life; Wick's life or your daughter's... The choice is yours. The Marquis strides by Caine. As he passes, Caine's cane snaps up, blocking his path. Chidi and Myrmidons tense. The Marquis studies Caine.The Marquis pushes by. As he exits.Chidi and The Myrmidons melt away, leaving Caine alone. A beat and he opens his LOCKET. That music pours out. Establishing: the two mile long 800 foot wide island \* bisecting the East River stretches out before us. To the west \* is Manhattan, FDR Drive and the UN Building prominent, to the \* east, Queens. Spanning the island is the Queensboro Bridge. \* We PUSH IN ON the island, passing over manicured lawns to \* white marble walls. Over them to an exterior mausoleum \* courtyard. \*

Simple. Elegant. Geometric. Winston stands in front of a \* large stone plaque, "CHARON" carved into the living stone. No \* epitaph. He lights a candle, placing it on a small ledge set \* under the plaque. \*ANOTHER ANGLE TO INCLUDE John standing behind Winston who \* doesn't turn. \*(turns to face John) \* And taken for our sins. \* The line hangs there like the indictment that it is. The \* implication is clear: John Wick (and Winston) is responsible \* for Charon's death. \* John extends his hand. Inside is the FLEUR DE LIS PIN. \* \*: \*:Where do I find him? \*John turns to go. \*John hesitates and doesn't answer. Perhaps he doesn't have an \* answer. Winston takes in John with tired eyes. Shakes his \* head at the futility of it all. \*law that goes back to the foundation of the Table itself, created to keep its more combustible members from all-out \* war. Win or lose, it gives you what \* you want, Jonathan: a way out. \* John considers. \*John takes in the wall of the mausoleum... shifts his gaze to \* Winston who holds out the HOBO CARD The Bowery King gave him. \*John eyes Winston for a long moment... and takes the card. \* PULL BACK as Winston turns back to Charon's plaque and John \* walks away from a good man's grave. \* Berlin's iconic Brandenburg Gate. Even at this hour, there are tourists and street performers. A long shadow crosses the center arch. Then a figure emerges from the west: John Wick, a man alone and apart.

Have you learned nothing? Simply \* putting a bullet in the man's head \* won't change a thing. Another will \* be appointed before his body is \* cold. Hercules had his Hydra, you \* have The Table. You'll run out of \* bullets before they run out of \* heads and you will succeed only in \* continuing to bring pain and death \* to all those you touch... If you're \* going to kill him, do it the smart \* way. Make him give you your freedom \* and end this madness once and for \* all. \*

Your family does. They can issue \* the challenge and nominate you as \* their proxy. \*

Then go back and fucking beg them \* to mend it... or pick out a plot. \*

As he passes by, a JUGGLER tracks him... lets the balls fall, and makes a phone call...

Across the street, watching both Wick and The Juggler is The Tracker and the dog.

John walks down the empty sidewalk. Across the street, a cigarette butt glows bright to reveal another FREELANCER. The man stubs out his cigarette and follows John. A third FREELANCER joins him. As they move away, The Tracker and the dog appear...

John approaches a HOMELESS MAN sitting by a burning barrel. He drops a gold coin into the man's cup.The Homeless Man looks up at John...The Homeless man offers up a card with a HOBO SYMBOL: a triangle with "hands." He looks east. John follows his gaze. In the distance, illuminated by a streetlight, is that same HOBO SIGN scrawled on a covered bus stop. Freelancer rounds the corner, tracking John. Neither John nor the Freelancer notices The Tracker and his dog step out of shadow behind them.

The streets are dark and quiet as John passes by that same HOBO triangle with "hands" etched into a brick wall. He turns a corner. Across the street is the SYMBOL carved over the door of a TAXIDERMY SHOP. He crosses, bangs on the door. A long moment and the door opens a crack to reveal a WOMAN (70s) -- pale skin, blue eyes, bifocals, shock of white hair, dressed all in black. FRAU GOETZ.John holds the card with the HOBO SYMBOL out. A beat and she opens the door. It closes. PULL BACK to Freelancers appear, panning for John. PULL BACK some more to The Tracker and his dog watching them.

I believe I have something more... suitable to your... situation.

Every gun in my shop shoots straight or it would not be in my shop.

Frau leads John through the musty shop filled with dusty, TAXIDERMIZED ANIMALS: dogs, sheep... a WOLF. Down a hallway to a door. She fumbles through a ring of keys... finally finds the key she's looking for, unlocks the door and pushes it open.

Racks of high-end rifles, pistols, knives and tactical gear line the walls. The very best of the best.Frau Goetz slowly and meticulously reaches into the cabinet and places the weapon and ammo on a velvet mat. Then, with a speed and surety that defies her age, she expertly breaks the weapon down, reassembles it and slides it to John who is... impressed. He takes the gun, checks balance and action. A fine weapon... for an Austrian. Perhaps I could interest you in a German platform. She motions to a H&K-VP9.John reaches into his pocket and comes up... empty.Frau Goetz puts a hand on the Glock, pulling it back towards her and indicates a sign over the counter: "NO CREDIT" in half a dozen languages, including English.

Four Freelancers have converged on the front door. One picks the lock. It snaps open. The door swings open. The LEAD Freelancer signals his men to spread out. Three head for an adjacent alley as he enters

John... takes his WATCH off, places it next to the gun. Frau Goetz eyes the watch -- dented, face cracked -- then John... A beat and she opens a drawer and tosses his watch on a pile of OTHER EXPENSIVE WATCHES.She reaches down and pulls a box from under the counter. John examines the contents: a dozen old revolvers.breach. Dust puffs out of the barrel. He glances at the old woman skeptically.Footfalls are audible above. Dust falls from cracks in the ceiling.Frau steps slowly to a dusty box of loose rounds, pulls out... ONE round. John gives her a look. She reluctantly pulls out another... a third... a reluctant fourth bullet. So FOUR bullets all together. This is all his watch buys him here. John's about to say something when a shadow crosses the doorway above. In one motion, John loads one round, lines and fires! The Freelancer takes the round in the forehead and falls down the stairs!John glances at her... heads for the stairs... turns and comes back, snatches the two remaining bullets off the counter.Then he's moving up the stairs even as he loads the rounds. OMITTED OMITTED

He's heading for the street when -- KERCHUNK -- he hears the distinctive sound of a shotgun being pumped. He stops mid- step. Goddamnit. Three Freelancers -- ARNO, sawed-off shot gun, KARL and GUNTER, automatics -- come out of the gloom, facing off against John.John... raises the revolver. The Freelancers tense. Slower. ...Slowly, with two fingers, John draws the gun.John turns, slowly.John... flips the revolver so that he's holing the barrel, holds it out to Arno.Eyes shift to the Tracker as he emerges from shadow, gun still strapped. The three Freelancers glance at each other and go to guns-- --John flips the revolver, catches it and fires. The round hits Arno in the forehead, blowing out the back of his head-- --as The Tracker quick draws and fires, putting a round into Karl-- --and both John and The Tracker shoot Gunter, blowing him back. John pivots, gun lined on The Tracker who has his .45 lined on John. Neither fires.Vintage. No. Classic. Webley Mark VI. John notes The Tracker's heavily bandaged hand.A long moment... then his answer:Only John's eyes move as, a few feet from him at crotch level, white teeth appear out of inky shadow that resolves into the dog.The Tracker turns and walks into darkness. A beat and the dog growls, then pulls back into shadow... An old Eastern Orthodox church set in the heart of Berlin's Russian expat community.

Is that so?. Are you fast? Should I be careful?... Gun. Left hand. Two fingers. Slow.

An elderly Russian WOMAN behind a counter in a small alcove on the side of the Narthex slides a basket to a BABUCHKA who retrieves a .410 Jury handgun and slides it into her bag. John's next. He holds out the Webley. The breach drops open of its own volition. The Woman behind the counter eyes the gun.She... points to the basket and we see the Ruska Roma tattoos on her hands and fingers. He puts the gun in and gets a ticket, then walks into the Church's nave.

Old school. Candles. Stained glass. An alter. A half dozen PARISHIONERS: pensioners, a babushka, etc. John pauses to dip his fingers into Holy Water, crosses himself and moves down the aisle towards the altar where an old PRIEST in collar and robe prepares for a service.BOOM! A round SLAMS into John knocking back a good ten feet. He stares up at the old Priest who's holding a sawed off 12 gauge.Men grab John's arms. John's eyes squint as he tries to focus but the light is bright and the peripheries of the room dim. His wrists are tied behind his back, his feet are bound by CHAINS that are connected to an eyebolt set in the floor and a cable hooked to a HYDRAULIC LIFT is looped around his neck.KATIA, late 20s, dark hair and eyes, steps into the light.As John's eyes acclimate, the large room comes into focus. Thirty-six RUSKA ROMA -- dark hair and eyes, tattoos, tailored suits similar to John's -- stand on a series of steps in front of John. Between him and the Ruska Roma is a large and ornately carved baroque chair: THE THRONE.Katia circles John...tattoo on his back.She nods. A Ruska Roma pushes a button on the winch control panel. Motors whirr and the winch rolls in cable, lifting John up off the floor. He strains against the tension, choking.John stares, anger cutting the pain.Katia just watches John die. This is how it ends....Katia's eyes flick to the old Priest who stares at John... then shifts his gaze to her. A beat and he approaches, whispers in her ear. They speak in hushed tones...She returns her focus to the dying John Wick... considers him for a long moment as his life drains.Finally, she motions to the winch operator. Tension's released and John falls, collapsing to the chair. Katia approaches, looming over John.KLAUS -- big, powerful, face, beard and body studded with metal and marked with tattoos, steps forward.And Klaus hits John full in the face. John eyes him. WTF?And Klaus hits him again! OMITTED The Tracker eyes his phone. The bounty has gone up yet again. A beat and he dials...

...you're excommunicado and your ticket was torn. You have no business with us.

After you put a bullet in the Elder's head, The Marquis had one put in Petr's. And in fine Russian tradition, he sent us the bill... Because of you, I had to kneel in front of the man who murdered my father and give him our businesses, our accounts, our access... and our self-respect.

You can't even help yourself. How the hell are you going help us?

...The Old Ways are clear on the matter. But for a duel to be sanctioned by The Table, he'd need to be a member of a family... and he'd have to have a Crest.

...You'll only have to kill one to get back in: the bastard who murdered my father.

Killa Harkan. You'll find him at Himmel und Hölle. When he's dead, I'll mend your ticket.

...You are a child of the Belarus, an orphan of our tribe. You are bound to us as we are to you in this life and the next. Your blood is my blood...

The Ruska Roma will issue the challenge. Who will be your Second?

The Marquis walks up a wide staircase toward the auditorium, phone to his ear, phone cable trailing behind as opera plays in the background.The Tracker's tone changes. That veneer of invincibility he's so carefully cultivated cracks just a bit.

The Marquis feels The Tracker's distress as he crests the stairs into the Auditorium.

The Tracker's about to respond when the line goes dead.He rubs his head with his hands. Shakes his head. Curses under his breath. The dog looks up at him with sympathetic eyes.

A massive structure rising up over the river with a long neon lit archway leading to the entrance. The muffled sound of techno throbs. OMITTED CLOSE ON a felt gambling table. Cards with elaborate High Table iconography. Stacks of gold coins. A gold plated ivory handled diamond encrusted .357 Magnum. Cards are flipped. Winning hand is by the .357. A fleshy hand covered in gold rings and diamonds lifts the Magnum. BOOM! ANGLE ON black patent leather shoes as blood spatters them, accompanied by the sound of a body thudding to the floor. PAN UP -- black pants, white shirt, suit and vest, black tie, to John Wick. His hands are bound in front of him. On either side are big German-Turkish GANGSTERS, and towering over him, is Klaus. They are just inside the illuminated area set within a massive space with concrete walls and high ceilings, both of which are beyond vision. An overhead fan casts long shadows over the players and light plays off the Persian rugs adorning the floor. REVERSE TO KILLA HARKAN -- big, powerful but long since gone to seed, his six pack abs replaced by a tractor tire concealed by a fine linen suit and Turkish inspired vest -- seated the gaming table with two men. He owns the club and the gun. A beat and he turns his gaze to John... then to Klaus who is holding out a an onyx and ivory card out. Killa nods to one of the Gangsters who takes it, opens it and hands it to Killa who scans it... smiles. Light glints off a big gold tooth. When he speaks, the accent, as well as the words, is a mix of German and Turkish, the tone nasally and high pitched.With that, Klaus turns and walks away. When he's gone, Killa then turns to John. Claps his hands. Must be Christmas... But where are my manners? Killa motions to John and one of his crew cuts John's bonds, freeing his hands.John's eyes move to a bottle of Blanton's Special Reserve and three glasses.Killa holds Katia's letter over an open flame. It ignites. As he watches it burn with a disturbing fascination:John's eyes shift as Caine steps out of shadow. A moment of tension as John thinks about killing Caine.Caine nods. Killa, releasing the ash, snorts.Killa's eyes are on John who hasn't taken his off of Caine's.Killa grabs the .357 and lines it on John. Pulls the hammer back. This gets Caine's attention.Caine shifts his weight. Conversations stop. Men rise, weapons visible. Caine... inclines his head, tracking the movement in the space, keying on small details... breath, the creak of leather. The doors swing open. Two GANGSTERS enter. The Tracker is between them and the dog pads after him. A third trails, carrying The Tracker's backpack. They stop in front of Killa. The Gangster carrying the pack dumps it on the table.Killa... lowers the .357 and leans in to the pack, looking at the contents. Whatever's in there is impressive.Killa eyes Caine and The Tracker.Killa flicks a finger and the other players rise, giving up their seats.John glances at The Tracker -- beginning to understand him now. The Tracker sits.Caine sits. And that is exactly the problem. You're no fun when you're sober.A beat and John sits. ANGLE ON the dog, eyes tight on John's crotch. A beat and John... crosses his legs.Killa takes a deck of cards, spreads them out, flips and fans and waterfalls them with surprising dexterity before dealing five cards to each. John eyes his cards. The Tracker pulls only the top edge back. Caine doesn't bother to check. The Tracker discards one card.John slides two cards to Killa who deals him two.This surprises John. He didn't know.John... slides two cards to Killa who deals him two.Caine... nods. Passes his hand over his cards. He'll hold.John lays his cards down. Aces and eights. A dead man's hand, Mr. Wick. Caine lays his cards down. Four nines.The Tracker lays down a Royal flush.Killa surveys the very impressive hands. Takes a long pull from his inhaler.Killa flips a 2 over.Killa flips a second 2 over. A large GANGSTER steps into the light behind Caine.Killa flips a third 2 over and a few more large Gangsters appear from shadow...Killa flips a fourth 2 over. A few more Gangsters materialize behind John.that the moment they sat down at The Table... Killa flips a fifth 2 over.A long pause. Killa eyes John...He leans forward, and flashes John a big toothy smile showcasing a big gold tooth.And things happen very fast: John snatches up cards and throws them. They cut into two of Killa's men, slicing their faces. Same motion, John rolls a card and jams it into Killa's right eye, then slices the big man's throat with it. Blood spurts and Killa gurgles! Caine's cane flashes, cutting down three Turks in as many slashes. The Tracker falls back on his chair, evading a straight razor as the dog leaps over him, tearing the attacker's throat out! The dog lands on the man as he falls, then latches on to The Tracker's pack and flips it to him. The Tracker catches it, reaches in, pulling out a gun and fires! sword and gun, The Tracker with his pack and the guns and blades in it, fighting dirty when possible, John with anything he can get his hands on -- fighting on the same side as the entire room goes to guns and knives. Killa's on John. The two go at it. Killa is fast for a big man, and strong. A blow sends John reeling. Then he's up, attacking Killa who pauses to take a breath, sliding behind him as one of Killa's men tries to shoot John. The bullet hits Killa in the shoulder.Killa throws John at the man and heads for the exit, getting out as the last of his men hit the ground, dead. John tries to follow Killa but Caine and The Tracker are blocking his way. The Tracker... shakes his head. John... nods. The three face off for a beat... and then they try to kill each other. Caine's sword arcs out as John arches his back, the blade missing his carotid by a hair. He rolls, picking up one of the dead men's guns and firing as The Tracker does the same and Caine quick draws his Glock. Nothing static about this gun fight. It is an exercise in perpetual motion with all three men constantly moving as slugs tear through the space slamming into walls. They click empty and engage. Brutal blows. Fast. A series of combinations. A blow sends John reeling. Caine re-roads his Glock. John anticipates, grabbing Caine's wrist. The Tracker shoots John in the chest even as John shoots him. Both go down. John's getting up as the dog leaps at Caine who spins, evading it, and driving his sword into John's shoulder! The tip pierces his suit! Caine pushes as John tries to angle the barrel of the gun against Caine's abdomen with one hand even as he grasps the sword's blade with the other. Blood wells. John... shifts aim and SHOOTS Caine's sword. The metal sheers and the sword's tip breaks off in John's shoulder. Both men stumble back, Caine's broken sword arcing, forcing John to release the Glock. Before either Caine or the Tracker can recover, John's running for the exit! John moves down the hall. The music gets louder. A door up ahead. John pushes it open and he and we are assaulted by light and sound.

Please tell your mistress that I am honored by this gesture of friendship and that I look forward to our continuing partnership.

That "family" sold you out first chance they got. They gave you up, Mr. Wick, in the vain hope of saving themselves. That's why I never trust a Cossack. They're a dirty people.

I sense tension. This discord between old... friends saddens me. Let me help.

Will never know who killed him. And if he does, I doubt he'll care if it's bullets, blades, or a blind man.

...A blind man, a guy with a dog, and John Wick walk into a bar... That sounds either like the beginning of a stupendous joke or a most profitable opportunity.

I don't know if you noticed, but you are a very popular man. I mean, God damned, is there anyone who doesn't want you dead?

--you want to kill him, I want to kill him, and you, Mr. Wick...

For Petr. Of course... Well, it sounds like we have ourselves a genuine conundrum. A quandary if you will. A real life dilemma...

Fortunately, unlike your at lanet Cossack brethren, Jardani, we are a civilized people and as such we settle our differences in civilized fashion. So... let's play a game. One hand. Winner decides who lives and who... doesn't.

...A blind man, a guy with a dog, and John Wick walk into a bar and take a seat at The Table.

Music pulses and lasers flash, refracting off the massive industrial space fitted as a night club. A DJ spins tunes. Gogo Dancers gyrate on pedestals. Patrons party. ON John, moving, searching for Killa. Suddenly, an illuminated "wall" materializes, blocking our view of John. Then it dematerializes. The wall is made of water. All around, THIN CURTAINS OF WATER shoot down out of the ceiling to the beat of the music, impossibly fast, creating an intricate MAZE OF ILLUMINATED WATER WALLS inside the club as a MASSIVE MECHANICAL SUN glides overhead. John spots Killa moving through walls of water, heads after him. WITH KILLA as two of his GANGSTERS approach him.One keys an earbud. WITH JOHN, moving through the water maze... Motion to the left. Three of Killa's men, approaching, drawing weapons. John steps inside, leveraging one's gun into the other's chest, pulling the trigger, killing the man, then twisting the first's arm up and blowing his brains out and shooting the third. John, with the gun now, angles for Killa as behind him, The Tracker and dog emerge from the VIP Gaming room. WITH KILLA, flanked by two of his men, moving though the maze of ever shifting water walls, huffing and puffing. BOOM! One of his escorts drops. BOOM! BOOM! The other. Killa redoubles his efforts. BOOM! BOOM! BOOM! The bullets hit Killa squarely in the ass. He stops. Turns as John approaches, gun lined.CLICK! John's out. Killa... smiles/grimaces. Raises his fists and stalks towards John who drops the gun. Both men SWING and CONNECT. The result is akin to John hitting a wall and being hit by a bus. His head rocks to the side. He spits out a spray of blood and stumbles back. tearing toward John with unbelievable velocity. John blocks a blow -- throws back one of his own. Both of them are landing punches now -- spitting blood. Killa grabs John and throws him into a wall. Killa strides towards John -- WHEEZES -- stops, fumbles for his inhaler, holding up a finger like he wants a time out. John stalks towards Killa, kicks him, knocking him to his ass, then grabs his head and drives it into a large water filled drainage trough. He big man kicks and spits and fights as John drowns him!The dog sails through a wall of water, hitting John bodily. The two roll away as Killa sits up, sucking wind. John shoves the dog. It tries to get purchase on the slick floor and fails, sliding away. John's focusing on Killa when rounds SLAM into John, knocking him back. He lifts his lapel up and it takes some of the damage as The Tracker appears, firing suppressed rounds. The force of the bullets knock John to the floor.The Tracker pulls the trigger and clicks empty! He reloads as John who dives through a wall of water. John vs. The Tracker: The Tracker pans, tying to locate John in the ever moving maze of water... Swings around. John catches his gun. The two exchange blows. The Tracker slams his fist into the shard sticking out of John's chest. Again! The force and pain drive John back a step. The Tracker lines his weapon. He's about to fire when a blade cuts the rifle in half! The Tracker and John focus on Caine.Caine's blade arcs, angling for John's neck. A killing blow. The Tracker quick draws and Caine pivots, cutting the Tracker's side arm in two as The Tracker pulls the trigger. Pieces of gun fall away. The Tracker draws a long knife and tries to cut Caine, who parries the blow. Blades spark! John vs. Caine vs. The Tracker: toe, allegiances constantly shifting each trying to kill the other, and both trying to kill John. What is plain is that both Caine and The Tracker need John dead. In the midst of it all, John spots Killa moving away as both Caine and The Tracker get an advantage! They're going to kill him when a dozen of Killa's men appear.John, Caine, The Tracker vs. Killa's crew: Caine releases, pivoting towards the attackers, getting inside them, redirecting fire and breaking joints and bones as... ...The Tracker gets between two shooters as they dump rounds into each other, grabbing a gun from one and killing another. A shooter gets a bead on The Tracker. He's pulling the trigger when The Malinois comes out of nowhere, taking the man's legs out. He goes airborne and the dog reverses, leaping, teeth sinking into his throat. John kills one of Killa's men, a second. A third gets a bead on John. He's about to shoot him when Caine hears the click and throws his sword. It pins the man. John turns back to Caine who's being pressed by one of Killa's crew as he loses the man in the noise of the water and the music. John hesitates, pulls Caine's sword out of the dead man and guts Caine's attacker with it. Caine swings around, locked on John who presses Caine's own, broken sword against Caine's throat...John drops the sword and pulls away, looking for Killa. Spots him, running. WITH KILLA, running. John comes out of a wall of water, slamming into the big man who doesn't seem to feel the impact. But John certainly does -- it's like hitting a wall. Then Killa's on him! Picking John up and slamming him against a railing some twenty odd feet above the lower level. Ham sized fists rain down on John even as he punches and kicks the big man. The Tracker whistles and the dog attacks, latching onto Killa's leg. The big man grabs the dog and hurls it away, through a wall of water. John, Caine, The Tracker and the dog vs. Killa: discernable effect -- clicking empty. Killa releases John and backhands The Tracker. The blow sends him reeling. Then Caine's there, stabbing the monster of a man who catches the sword and grabs Caine by the neck, squeezing. Then the dog's back, latching onto Killa's leg. Behind him, John regains his feet, grabs Killa who discards Caine and swings around, right into John's fist which slams into the bridge of his nose -- the same strike as he was practicing on the Makiwara board. Killa stares at John... and falls, collapsing through the railing and falling some fifteen yards to the level below!. John, Caine, The Tracker and the dog all stare at each other for a beat. Then move! The Tracker, reloads as Caine closes on John, broken sword in hand! The Tracker fires and Caine's sword flashes as John topples over the edge, falling to the level below, the impact mitigated by Killa's mass. The Tracker runs to the railing, sees John pulling Killa's gold tooth out. He's about to fire when John pulls away, out of his line of sight. The Tracker turns back into the club, looking for a way down.

John runs / limps towards the exit, pushing through a mass of club patrons. ANGLE ON The Tracker appearing some twenty yards behind John. He pulls the lever action shotgun from his pack, snaps on the barrel, locks the stock, levers a round into the chamber, ad lines the weapon on John's back, trying to get a bead through the throngs of moving club patrons... locks on John. He's about to pull the trigger when-- --the tip of Caine's sword presses against his throat, freezing him.A beat as The Tracker eyes Caine who stands there, one hand holding his sword, the other on his wide eyed and petrified "guide." He looks back at John who is disappearing into the crowd... A beat and The Tracker lowers the weapon. I told you not to take the deal. Caine lowers his sword and starts moving away.Caine keeps walking.Tracker can only watch Caine melts into the crowd. Candles light reflects off of walls, casting long shadows over Katia who prays at a pew. A shadow washes over her: John -- bloody, beat up, shot, with a piece of steel in his chest. He holds out his hand to reveal Killa's gold tooth. Katia... nods. A red hot furnace roars under the altar, it's light illuminating John and Katia who face each other. The Priest -- worn leather apron over a bare chest -- places a gold bar, it's surface acid etched with Ruska Roma symbols, into a red hot cauldron set on white hot coals. The heat is such that the metal starts to warp and bubble until is has become liquified. Katia and John are to the side. Using a pair of pliers, she pulls the shard of Caine's sword -- four inches of folded steel -- out of John's shoulder and places gauze over the wound.John and Katia move to the Priest. The Priest tips the cauldron over. Liquified gold pours into an intricately carved steel urn. In moments, the mold glows, radiating heat, tears of gold weeping from pinprick holes. Katia and John each roll up their right sleeves. The two eye each other over the glow. Then, together, they place their respective forearms over the urn. Flesh burns as liquified gold bonds with skin. Each holds the other's eyes and neither flinches.They release, pulling their arms back. The brand is already forming: A wolf, the word семья prominent.offers him one. They drink.

A beautiful morning in Paris, light reflecting off the Seine River as it flows by the Louvre.

Empty save The Marquis standing in front of 'Liberty Leading the People' - a striking painting by Delacroix inspired by the Three Glorious Days of the July 1930 Revolution when the people of Paris rose up against King Charles X.ANOTHER ANGLE to include Winston standing some dozen yards away, flanked by Chidi and Myrmidons.Chidi draws his weapon and lines it on the back of Winston's head.head to take in Winston -- looking for direction. You talk of the Old Ways as if you know them. A man of Mr. Wick's... comment dit-on... "station" cannot issue such a challenge.A flicker of something passes over The Marquis' face.Winston produces a leather folio from his inside breast pocket. Inside is a document, High Table stamps prominent.The Marquis eyes the folio but doesn't take it. He walks. Winston falls in next to him. Chidi and Myrmidons pace them.The Marquis pauses in front of Gericault's Raft of the Medusa. And what exactly are Mr. Wick's terms?Chidi is about to when-- "My name is Ozymandias, King of Kings!" and yet all that remained of him after he was gone was a shattered statue in the sand. The Marquis raises a finger, freezing Chidi.The Marquis eyes Winston for a long moment, those cold eyes burning into him.The Marquis turns back to the painting.The Marquis eyes Winston.He who has a 'why' to live for can bear almost any 'how.'The Marquis starts to laugh.Blood drains from Winston's face as The Marquis walks away.

Bells echo across the city. Located just across the Seine, Trocadéro Square offers the most spectacular views of the Eiffel Tower. The tiled plaza is completely empty, save one TABLE, white tablecloth, a bottle of wine, two glasses, three chairs. The Marquis sits. The Harbinger stands to one side. Chidi stands behind the Marquis. Winston, by the empty chair opposite The Marquis. A dozen HIGH TABLE GUARDIANS, six male, six female, all about thirty, all sporting identical crewcuts and wearing matching suits with Mandarin collars, flank the square. Part Jesuit part Immortal, these men and women serve the interests of The Table with an unflinching, almost religious zeal. If The Table were a Church, The Harbinger would be a Cardinal, and The Guardians its warrior monks. John appears. Approaches. Stops six feet in front of the Marquis. (to John) Your Crest. John pulls his right jacket sleeve back, then rolls up the shirt sleeve to reveal the Ruska Roma family Crest burned into his arm. The Harbinger carefully inspects it... nods, then motions John to sit. A beat and John... sits. The Harbinger takes a seat between the two and removes a deck of old, HIGH TABLE CARDS, each embossed with family crests and symbols on their backs. He places the deck on the table. John nods. Then the Marquis. The Harbinger deals five cards down in front of each man.Both John and The Marquis nod.Both flip the first card. John's is the lesser and he loses the round.Coeur Basilica, perched on the summit of Montmartre, the highest point in the city.They flip the second cards. John's is greater.Cards are flipped. John's is greater.Winston tenses and John's eyes shift to The Harbinger.Caine tenses. John's eyes burn into The Marquis.John looks to Winston - what the fuck? Winston shrugs his shoulders.Winston looks back at John - see?The Harbinger rises. John and The Marquis remain seated, eyes locked on each other. Finally, John stands and walks away, Winston in tow. The Marquis, still seated, still in control, doesn't rise. His words give John pause: I have seen many like you who claim to want out. But that is always a lie. There is no "John" out there. No happy husband with a normal life. There is only John Wick.John...resumes his walk as a silent Marquis stares hate after him. Winston falls in next to John and we go with them. next to him and we go with them.Winston eyes John... pulls a card with a HOBO SYMBOL from his jacket and offers it. John takes the card.ANGLE ON The Marquis, watching as John and Winston walk in opposite directions.ANOTHER ANGLE to include Caine standing behind The Marquis. Of course you will.Caine turns to go--Hold on Caine for a beat. Then he starts walking.PULL BACK as Caine moves away from the Marquis....

Saint-Eustache's flying buttresses rise up, catching the last rays of the setting sun. John enters, passing under the unflinching gaze of gargoyles carved in stone.

A Catholic PRIEST and a NUN stand at the back of the church on one side of the aisle. An Orthodox PRIEST and NUN stand on the other side. All have High Table tattoos visible on hands and necks. CLINK! John drops a gold coin in the collection plate and walks down the aisle, by a few scattered parishioners seated on collapsible wooden chairs laid out in the cavernous space. He makes his way to a small side altar featuring Julian the Hospitaller (patron saint of, among other things, murderers). Votive candles flicker over the altar. John takes a VOTIVE CANDLE. Lights it. Places it on the altar. The sound of a cane tap tapping on worn granite echoes. Over John's shoulder, we see Caine approaching. He stops a dozen feet from John.John lights a candle. The wick flares, illuminating his features and throwing long shadows.Caine opens his LOCKET. That music softly plays. Only the living matter. We finally see that inside is an picture of Caine with a beautiful young wife holding an infant daughter, Mia.Caine snaps the locket shut.John turns to Caine for the first time.Caine sits.A beat and John sits on the opposite aisle, one row in front of Caine. PULL BACK. The two men in that great church, at once together and apart, illuminated by the setting sun's stain glass filtered rays.

John walks along the river Seine's bank towards the Bir- Hakeim Bridge. Two HOMELESS MEN lean on the wall by a metal service door. They straighten as John approaches. He holds up the card with the HOBO SYMBOL Winston gave him. One of the Homeless pushes the door open. Etched into the metal is that same HOBO SYMBOL.

A set of curving stairs open up to a large space brimming with stored art. A score of HOMELESS are arrayed about, sorting clothes and money and stolen watches and purses as music plays from a circa 1940s Diora Aga Rsz radio -- worn wood, analogue dials, tubes, etc.John turns, taking in The Bowery King, grinning at him with that half mad twinkle in his eye.The Bowery King examines John's shredded and shot up jacket. Peers at the wound on his shoulder. Winces.The King produces a brand new Kevlar infused ballistic suit. Appropriate for all formal occasions: weddings, funerals... and High Table Duels. After all, a man's got to look his best when its time to get married... or buried. ANGLE ON a 3 x 3 meter relief map of Paris. PULL BACK to The Marquis, standing over it. A very tall female MYRMIDON stands to the side, waiting. Different colored flags rest on a tray next to her. Behind her is an old and very expensive 1935 Zenith Stratosphere 1000Z.ANOTHER ANGLE to include The Harbinger and Chidi. A half dozen VALETS are arrayed around the indoor/outdoor space.The Harbinger walks away as church bells strike midnight.There are three kinds of men in this world: those who have something to live for, those who have something to die for, and those who have something to kill for. John Wick has none of these things. He is but a ghost in search of a graveyard. But that blind man? Well, he has all three. Besides, I have a sneaking suspicion that Mr. Wick is about to face considerable difficulty making it to the duel by sunrise...Chidi pulls a cellphone from his pocket and dials.

We're at the top of the tower. Antennas bristle. Just below them is a glass encased RADIO STUDIO. We PUSH INSIDE:

1970's rock with a decidedly French twist plays as we pan over the old school radio studio: wood panels and analogue gauges. Racks of components. Vinyl records stacked. All of Paris stretches out. "On Air" sign glowing red under the station's name: WUXIA. A set of turn tables. A gold plated microphone. A hand -- ebony skin, long blood red fingernails decorated with diamonds -- pushes against a "transmit" button. and lyrical...

All right now, for all you boppers out there in the City of Lights, all you street people with an ear for the action...

John stands in front of a mirror straightening the suit. He looks good. Sharp. The D.J.'s rich and melodious voice rolls out of the old radio:

The Marquis stares at that map of Paris as the D.J.'s voice pours out of the radio.

MILIEU CORSO-MARSEILLAIS (Corsican Mafiosos) drinking and smoking react to the voice on the radio.

The oldest continuously run market in the world. MEN and WOMEN work the stalls. Several -- members of LE MAIN ROUGE (The Red Hand) -- listen to the D.J.OMITTEDAt the mention of John's name, Winston, The Bowery King, others, eye John. "Renegade" by Styx comes on.The Bowery King sets a STAINLESS STEEL GUN BOX on a table and slides it to John.The Bowery King grins and opens the box to reveal a tactical gun belt, a knife, a half dozen magazines and...As The Bowery King talks, John expertly manipulates the weapon.As John removes the slide to reveal pointed and gauge ready side rails--John reassembles the Pit Viper, slides it into the tactical gun belt, slots the magazines and knife in and snaps the belt around his waist. Behind him, a clock reads: 2:30 am. How close can you get me to the Church? The Bowery King... smiles. OMITTED OMITTED OMITTED OMITTED

Two kilometers of stone arch enclosed river stretching out into darkness. Every fifty yards is a large grated oval that allows moon and city light to filer in. The Bowery King at the helm of the BOAT (7 Cuts) they are on. John and Winston are in back, taking in the ethereal space. Winston runs the tips of his fingers over the water.John takes Winston in. This is perhaps the first truly honest thing Winston has ever said to him.John considers it for a moment. Nods.about what to put on his grave. A handful of words trying to sum up an entire life.The Bowery King motions John to a quay. Recessed in the wall is a door.John... nods to The King.John... steps off the still moving launch.As the launch pulls away:gone, subsumed by the darkness. John watches it for a long beat and then turns to go. OMITTED OMITTED

John emerges from a underground entrance. The Louvre looms behind and the city, glistening with light, stretches out before him. PULL BACK to a man sitting on park bench. He makes a call and John runs.

John running. Headlights wash over him. He turns down a perpendicular street as vehicles accelerate after him. More ahead. Two slide to a stop. Men climb out, weapons lined. John, moving, fires on them. Bodies drop. A car hits John. He rolls onto the hood, firing on the driver as it accelerates, smashing into a dumpster. More killers close. John engages. A black 1971 Barracuda almost runs him down, slides to a stop. Driver gets out and gets a round in the head for his trouble. Then John's in the Barracuda, accelerating away. OMITTED

The Marquis stares down at the map as the Myrmidon places a red flag -- JOHN WICK -- moving away from the Louvre and towards the Arc de Triumph. OMITTED OMITTED OMITTED

Word on the street is we have ourselves a third party in the mix--

Here's an update for all you nightcrawlers, vampires, werewolves and things that go bump in the night...

I'm hearing the boys in black couldn't get it done and the number just went up.

Bonjour, Paris! The sun is shining bright today. And the bells of Sacré Coeur are ringing loudly as we're hearing that there's been a change of management. Our fair city is open once more, mes amies. Stay tuned to WUXIA, your home for all your entertainment and informational needs. As always, it has been a pleasure to serve...

A needle drops. Static. The Marquis surveys the map -- John, alive, moving. Others dead, their flags removed.The Marquis shoots Chidi a look. The big man strides out...

A row of black BMWs idle. Myrmidons stand at attention. Chidi enters the garage and heads for a sedan. Myrmidons climb in and the six sedans pull out. OMITTED OMITTED OMITTED OMITTED OMITTED

The Barracuda slides into frame. The Arc de Triumph looms ahead. John heads for it, entering the circle as the black BMWs converge from the opposite direction. Within moments, we're in a demolition derby with the added fun of guns. Shots fired. John cranks the wheel and the Barracuda spins on its axis, then accelerates into oncoming traffic. John and Myrmidons trade paint and bullets. John pits one BMW. Power-slides around a second, shooting the driver. Is rammed by a third and fourth. The Barracuda rolls... coming to rest on its side. Chidi and Myrmidons roll out of the BMWs, weapons lined and firing as John climbs out of what's left of the Barracuda and returns the favor as the fight takes on another dimension: close quarter combat with guns in the street with cars moving at speed. A Utility Vehicle (ute) pulls up. The Tracker and the dog exit. The former places an old Walkman radio on the hood. Then, slowly and meticulously, he pulls his rifle from his pack and starts to assemble it even as John fights for his life, dodging cars and bullets. As The Tracker dials the rifle in, he presses his Bluetooth headphone and makes a call...

The Marquis stares at the map. A VALET, carrying a corded gold and ivory rotary telephone on a silver tray, approaches. The Marquis takes the receiver.ANGLE ON The Tracker, eye pressed against the scope of his rifle. He fires! A Myrmidon drops!

Killing pays better. And better is now thirty million. Oh, and the finder's fee you still owe me from Berlin.

The Tracker sights and fires again! Another Myrmidon drops. The dog whimpers. The Tracker looks at him.The dog springs forward and hurtles towards the fight.Caine sits alone at the bar, untouched drink in front of him, listening as the radio plays.John drops a Myrmidon. Another. One gets behind John. He's about to shoot John when the dog hits him, taking the man down. John sees it-- He dives as a BMW almost hits him. A second. Three Myrmidons step out of the first, firing. Chidi is amongst them. The second tries to run John down. The dog tracks the SUV -- its windows are closed -- and leaps as a .45 long impacts the side window, sheering it a millisecond before the dog hits it! The dog is in, tearing at the occupants. Then the dog is out and the BMW drifts away. John, under fire, clotheslines an attacker on a MOTORCYLE. Gets on the bike and burns rubber, accelerating away. Chidi fires on him, then runs to a sedan, climbs in and follows John. The dog is ahead of Chidi. He spins the sedan. The back clips the dog, sending it flying.

The Tracker sees his dog hit.He opens fire on the sedan! Slugs tear into it as it accelerates after John. Then the Tacker turns the ute's engine over and floors it! As he pulls away, the dog matches him and leaps into the moving vehicle.OMITTED John drives hard as the first hints of the soon to be rising sun turn the black of night into the gray of pre-dawn.A sedan cuts in front of John. He spins. Another behind him. Men step out of the sedans. Rouge. John "rockets" the bike at one. The bike and the man are propelled through a door. John follows it as others fire on him.

A Main Rouge is waiting for John, shotgun lined. John shoots the man as he shoots John. Both go down and both get up. But John's faster, dumping rounds into the attacker, knocking him back, grabbing his shotgun, flipping it, shoving it under his helmet and pulling the trigger.

John moves fast, firing at the door as the attackers pour in. Then he runs up the stairs. Takes cover behind a solid banister, re-loads. Fires. Runs some more. Puts rounds into a wall and punches through it. Turns up another flight of stairs and come face to face with-- forcing him back. He spins, fires as Main Rouge close. The dog releases, pounding down the stairs, attacking Main Rouge as they corner John.

The Marquis looks at the clock. 6:12 am. Then the map. John's flag is close to Sacre Coeur.A Valet approaches with a phone and offers it to The Marquis.

The Tracker shoots a Main Rouge. Another. His phone rings. He taps the earbud. As the carnage continues -- John killing Main Rouge, the dog killing Main Rouge, and The Tracker killing Main Rouge, we intercut between the Tracker and The Marquis:The Tracker hangs up.

The line goes dead. The Marquis... throws the phone. It bounces off of polished marble, shedding pieces. He paces. Stops. Looks at the clock: 6:14, then back at the map...A Valet scurries forward with another phone.

John backs into an apartment, killing men, moves through it, out another door into the hall, killing more as the dog takes others down and The Tracker snipes yet others. The Tracker keys his earbud as his phone rings. He and the Marquis continue to negotiate as he kills Main Rouge:Chidi and a crew of Myrmidons appear, moving up the stairs. Hold on... Tracker shifts his aim, fires on them, killing two. Chidi and the others return fire. The Tracker's response is bullets and a middle finger. As he pulls back to reload.The Marquis eats a petite sandwich de merde.Tracker whistles. The dog, tearing at a Main Rouge, keys on it.The dog locks on John who's now killing Main Rouge on the third floor of the other side of the square apartment's interior courtyard and bounds towards him. The Tracker follows. WITH JOHN, killing men, clicking empty, throwing the shotgun, drawing his side arm, killing more. Then the dog hits him. Both go down. The Tracker enters, gun lined. He and John exchange a look. The Tracker shrugs. He's about to pull the trigger when Chide enters, firing. Rounds slam into the Tracker's pack, knocking him out of the way. Chidi's lining his gun on John when the dog leaps, attacking Chidi who swings his own gun around to shoot the dog. The Tracker fires on Chidi! The man's suit takes the damage and The Tracker clicks empty. Chidi shakes the dog lose and KICKS it. He brings weapon to bear. He's going to kill the dog. The Tracker stares. John's lining his gun on The Tracker... and swings it around, putting rounds into Chidi who stumbles back. John and The Tracker share a look... and John runs for the window and leaps through it, falling.

John hits the alley hard. The steps leading to Sacre Coeur are a half block away and he runs for them.

A white Bentley pulls up. Doors open. The Marquis steps out as Winston appears from a side street and approaches. The Harbinger waits in the courtyard in front of the Church flanked by the dozen High Table Guardians. In front of them is a gravel strip with markers laid out at 30, 20, and 10 yard intervals.

John -- bruised, shot, bleeding -- gets to the bottom of the steps. At the top of the hill is Sacré-Coeur. Between him and the church is a narrow and steep stairway consisting of 300 steps framed by cafes, shops, and apartments. He glances at a clock: 6:20 am. 13 minutes until sunrise as he starts to limp up those stairs. As he moves, his eyes pan the doors and windows and rooflines -- a shadow on the roofline, the flutter of a window drape, the tip of combat boot in a doorway. Then the punishment really starts. Myrmidons step out of doorways and arches, weapons lined and firing. Others lean out of windows. Still others off rooftops. It's an opera of insanity. John moves, fast, firing and reloading as he climbs the steps -- shooting a Myrmidon who comes from a doorway, another in a window above, two more at the top of the stairs. Slugs hit him. He kills the sniper... then two more... John crests the top of the stairs with six minutes to spare. The church rises up, beckoning. The Marquis and Winston are there, waiting, as is the Harbinger. John made it. Then three Myrmidons rush John. He kills one, a second. Clicks empty as the third -- a mountain of a man -- fires. Slugs SLAM into John as the Myrmidon closes. He clicks empty. A sword flashes in his hand. The two engage -- John with knife, Myrmidon with sword. An elbow to the head knocks John back a step. A kick sends him reeling. The Myrmidon looms over him, sword raised. As it's dropping, John pivots, rotating his body and driving a knife into the big man's chest and through it. The Myrmidon stands there, staring hate at John and... wraps his arms around John and pushes.

The weight of the man forces them back to the edge of the top stair. They teeter for a moment and-- FALL, tumbling... ass over heels... down... by bodies... more bodies... down some more... for exactly 300 steps... John pushes the Myrmidon's body off him and looks back up those 300 steps... the sun's cresting the horizon now... You have to be fucking kidding me. Shadows loom. John focuses. Three more Myrmidons are approaching, weapons lined. John is dead in 3, 2-- The three Myrmidons fall to reveal Caine, sword in hand. John stares at Caine. He has no idea where this will end...

A pissed off Chidi, with a Myrmidon team in tow, marches by The Marquis and Winston without a word. The Tracker and his dog approach from the other direction. Chidi and the dog exchange an unpleasant look.

Caine... extends his hand. John... takes it and Caine helps him to his feet. How long until sunrise? John glances at his watch and then the skyline. The crown of the sun is just visible on the horizon.John clenches his fist. A drop of blood drips from his severed, spattering against the stone steps.John reloads and he and Caine, guns firing, start up those stairs --killing Myrmidons with gun and blade. More approach, laying down a barrage. Every time a Myrmidon exposes himself he eats a bullet or a blade. If John's run to the stairs was force of will, this is art and these two are masters of their craft. As they near the top, the sun crests the horizon. Bells start to toll. One bell. OMITTED

The Marquis and Winston eye one another. The second bell tolls.The Harbinger steps up behind Winston, draws a very large handgun and lines it on the back on Winston's head. The third bell tolls. The Harbinger cocks the gun.

John takes a bullet to the chest. Caine catches him, supporting him as he drops the shooter. the top when he sees The Tracker, rifle lined on him, dog at his side, standing there. Then Chidi appears, gun lined. John is a dead man twice over now. The dog whimpers. The Tracker eyes him.Chidi's pulling the trigger when the dog's jaws latch onto his balls. The force knocks Chidi back. He goes down, screaming as the dog tears into his privates. A shadow looms. Chidi manages to look up at The Tracker stands over him.The Tracker SHOOTS Chidi in the head even as Caine pushes John to the top of the stairs as the fifth and final bell tolls and the full sun crests the horizon. He made it.

John pulls himself to his feet.A blade flashes in Caine's hand and stabs through John's right hand! Caine pulls the blade out and blood wells on the wound even as John grabs it, trying to staunch the flow. Grimaces at Caine.Caine takes a silk kerchief from his breast pocket and wraps John's hand with it.John eyes Caine...Caine nods. Together, the two duelists make their way to The Harbinger who is now standing in the center of a gravel runway directly in front of the church, Winston and The Marquis standing on either side of him. As the duelists approach, feet crunching over the gravel, The Harbinger accepts a gold embroidered stole adorned with High Table symbols from a High Table Guardian. The Harbinger takes the stole, kisses it, and places it around his neck. This duel is as much ritual as it is combat, and every move, save the outcome, is considered and choreographed. Behind the duelists, The Tracker makes his way to a low wall and sits. He pulls a bottle of beer and a collapsible dog dish from his pack and pours half the beer into the dish. There, seated and ignoring the two Guardians who move up behind them, man and dog share a well deserved drink. A High Table Guardian approaches the duelists and their respective Second / Sponsor with a tray that's home to a gold and crystal flask of red wine and five matching glasses. the favor. The Harbinger, as part of the ritual, pours three glasses. He offers one to The Marquis, one to Winston, and keeps the third for himself. All raise their glasses.They all drink, as does The Tracker who takes a pull of his beer. The Marquis tosses his glass away, as do Winston and The Harbinger. Caine simply lets his slide from his fingers. John tips his, pouring his remaining wine onto the gravel and drops the glass. It shatters.John and Caine pull off their respective jackets. A few flattened rounds fall out of Caine's... About a dozen clatter to the gravel as John removes his. He offers it to Winston who takes it like it was a dead animal.John unbuttons his vest with his one good hand. As he pulls it off, three smashed 12 gauge shotgun rounds fall to the ground. Winston takes it. The Harbinger nods and two Guardians holding exquisitely crafted mahogany boxes approach the duelists. The Guardians open the boxes to reveal finely wrought gold and silver embossed single shot .45 caliber dueling pistols and a row of hand crafted and intricately carved bullets.The two duelists, bathed in the glorious Parisian sunrise, expertly examine their weapons. As they do -- taking one bullet from the box and loading the weapons:Il dort dans le soleil, la main sur sa poitrine, Tranquille. Il a deux trous rouges au côté droit... ...He sleeps in the sun, one hand on his chest, Motionless. He has two red holes in his right side.John and Caine, satisfied with the guns and the loads, nod to The Harbinger.John, gun in his left hand, and Winston head for one end of the gravel runway as Caine, led by The Marquis, make their way to the other. WITH CAINE AND THE MARQUIS:The Marquis wilts just a bit as the two stop at the first -- thirty yard -- marker. WITH JOHN AND WINSTON at their marker, taking a quiet moment to drink in their surroundings. It's a beautiful morning in Paris.John gives him a nod. Gratitude? Resignation? Some understanding that this is the end? Perhaps all.Caine... nods.John eyes Winston who smiles and walks out of the line of fire. Then John inclines his head to The Harbinger who is now at the base of the Church's steps.The Tracker, sitting on the wall with his dog raises his bottle to the duelists.Both men raise their weapons and fire! Caine's round clips John's left shoulder even as John's tears into Caine's left elbow. Both men keep their feet. The sound echoes through the streets. All around, pigeons rise up from rooftops and eves.Winston approaches John, the Guardian with the box in tow as The Marquis strides towards Caine, also with a Guardian. WITH CAINE AND THE MARQUIS: As Caine cracks the breach, ejecting the smoking shell casing, and chambers a round.WITH JOHN AND WINSTON: As John chambers a blood stained bullet.John... walks to his mark as The Marquis leads Caine to his. As soon as Winston and The Marquis are out of the line of fire:The duelists raise their weapons and fire! Caine's slug slams into John's left arm as John's slug tears into Caine's thigh. Both stumble but keep their feet, just.Winston and The Marquis approach John and Caine respectively as the duelists shuffle forward to the final, ten yard, marker. Guardians offer bullets. Shaking and blood soaked hands crack breaches and fumble for cartridges... WITH CAINE AND THE MARQUIS: The Marquis is about to speak when Caine cuts him off!The Marquis holds his tongue. WITH JOHN AND WINSTON: As John turns towards Caine:John... nods. Gravel crunches under his weight as he focuses on Caine who takes the locket from his pocket with his left hand, rubs the worn metal with his thumb. At this range, both know that neither can miss. A long moment, then: 'Those who cling to death, live...' Caine's head tilts ever so slightly, almost like there was a message in that line...The Tracker keys on those lines, like they mean something...Both rise their guns with shaking hands and fire! So evenly matched are these men that when the guns fire, it is with a SINGLE REPORT. John takes a step back. His gun clatters to the cobblestones. Blood blossoms against his white shirt. He drops to one knee. -- Caine stares at him. -- The Tracker stares at him. -- Winston stares.... -- The Marquis... smiles. Caine... approaches John... stops a few feet from him...Caine turns. The Marquis is striding towards him and John.Caine turns back towards John who looks up at him... holding Caine's gun box an ammo, takes a bullet, cracks the gun open and slides the bullet into the breach, marches back to lord over John... (lines the gun) Rules... Winston LAUGHS! The Marquis turns his head to the man, unsure.Behind The Marquis, John rises.Blood drains from The Marquis' face as he turns back to John. His eyes go wide as he stares down the barrel of John's dueling pistol which is lined on his head.BOOM! The Marquis' head turns to mist. His body falls. Caine stares at John as the blood continues to spread over his shirt. The Harbinger checks The Marquis' pulse. He is dead. The Harbinger looks to John. Sees the significant wound to his chest. The look confirms that it is a mortal one.The Harbinger eyes Winston, tips his hat.In moments, they, the guns, the boxes and the bullets, even the spent shell casings are gone. John and Caine share a long look that speaks volumes.John... nods respect. Caine turns and walks away. Winston.John... nods. A beat and, holding his side, John limps away, discarding his holster and magazines and carrier as the morning light bathes a waking Paris.ANOTHER ANGLE to include The Tracker, looking after John.The Tracker... understands. He salutes John, turns and starts to walk away. The dog trails..He flips the dog a treat. She catches it, gobbles it down as The Tracker pulls out his notebook. We catch a glimpse of a list of names and numbers, "John Wick", with a very large number, being at the top of that list.With that, man and dog are gone leaving Winston alone in that courtyard standing by The Marquis's body as blood pools from the back of his head. A garbage truck, small High Table emblem stenciled on the side, pulls up. Two GARBAGE MEN step out. One grabs The Marquis' feet and pulls him towards the back of the truck as the second pulls out a hose and power washes the blood away. And just like that, The Marquis Vincent de Gramont is gone. John slowly makes his way to the railing. Paris stretches out in front of him as the sun rises behind him. John holds the railing for a long moment, and looks out over the city with the eyes of a free man. He slowly slides down to the ground, his back against the railing.He sits there for a beat, looking up at the glorious sunrise... remembering. As the light washes over him, he closes his eyes, slumping a little... REVERSE TO Winston, watching as two Hobos approach John. One gently places a blanket over him. As the image softens:DISSOLVE TO:

A sun shower gently falls. The drops, illuminated by the sun's rays, seem to sparkle in this, the magic hour. Winston, The Bowery King -- in a tailored suit -- and John's dog stand together, paying their silent respects.Winston glances at the King.We'll never know... All we can do is wish Jonathan the very best. Now the Bowery King eyes Winston sidelong... then laughs and walks away. Winston walks to John's grave, places his hand on the headstone.A beat and Winston heads off in the other direction. WIFE" and "JOHN - LOVING HUSBAND." No last names. Just John. John Wick is dead. Roll credits.

I never thought I'd live to see the day... I wonder where he is?

The sky is blue and the air crisp. That lovely song washes over the stairs, the notes resonating with power and promise. Caine's daughter, Mia is at her spot, violin to her ear, swaying to the music. She stops to applause. ANGLE ON Caine standing in his spot. Crisp suit, cool glasses, and something else. A sense of contentment. Happiness even. A beat and he steps forward, walking towards his daughter with purpose. A group of people walk towards Caine, moving around him as he approaches Mia. ANGLE ON one of those people's hands. A blade snaps out. As Caine passes, the knife flashes. Caine takes two steps and his hand moves to his throat. Blood wells from a razor cut. Another two steps and he stumbles, dropping to one knee. He turns his head, looking back at his killer. ANGLE ON Akira, walking away. Behind her, and not a dozen feet from Mia, Caine falls to the pavement. BLACK:

It 's very late . It 's quiet . Just the sounds of The City LINDA SANTANA CRAIG , an attractive Hispanic woman in her thirties , waits at the ELEVATED STATION for the F train . Linda looks great . She 's dressed festively but tastefully . Next to her is her eleven year old DAUGHTER , ALICIA . She is twirling about the platform , still jazzed from the birthday party they attended in The City . Alicia wears a black dress with a pink cardigan and has a pink handbag . We notice a CHARM BRACELET with four - leaf clovers on her right wrist . The mother and daughter wait alone at one end of the station platform . TWO TEENAGE BOYS wait at the other end . They speak soft , SLURRED SPANISH to each other . Linda gives the boys a glance and evaluates . She watches them as Alicia spits a wad of gum into her mom 's open hand . The Boys approach . Linda tenses . At the last second the boys make a hard left turn and disappear down the stairwell . It 's quiet again . Linda relaxes , smiles at her daughter . The F TRAIN is rounding the final bend into the station . Their focus is on this train . It 's getting closer , louder . And so they do n't see , do n't hear the Boys coming back up the stairwell behind them . Not until the boys have the mother and daughter boxed in and the one who can hardly grow a mustache is showing them his gun . Linda puts her arm around her daughter . Alicia looks terrified . The train roars INTO THE STATION as Linda quickly hands over her purse , her watch . She hands over her engagement ring and her wedding band . One of the boys yanks Alicia 's little purse away from her . The other boy fumbles the wedding band . The ring CLANGS to the ground and rolls to a stop a few feet away . We hear MEN 'S VOICES echoing up the stairwell . Now the Boys are boxed in . And starting to panic . - THE TRAIN DOORS SLIDE OPEN - . The Boys see their way out and step into the last empty rail car , leaving the mother and daughter alone on the platform . Through the window on the train , Linda stares at the boy holding her daughter 's purse , her face hardening into a MASK OF CONTEMPT . The boy clocks it . Who does she think she is ? - THE TRAIN DOORS BEGIN TO CLOSE - When a HAND WITH TATTOOED KNUCKLES reaches out and stops the car doors from closing . A forearm and gun extend out of that last subway car . There 's a muzzle flash . a distant POP . a cloud of smoke . a mist of blood . and Linda 's body collapses on itself . Alicia 's face , shock , terror and blood .

A WORKING CRIME SCENE , lots of uniforms and light , a white sheet draped over Linda 's body where it fell . BLUE AND RED LIGHT dances against the stairwell wall where a man is taking the stairs two at a time . Late thirties , big , plain clothes , he is SERGEANT JAMES CRAIG . When he reaches the platform , he stops . Craig kneels before the white sheet . Peels it back . We stay on him . We do n't see what he sees . We just see how he sees it . Then he turns . THE WEDDING BAND . It 's been tagged and numbered as evidence . Craig picks it right out of the chalk outline and slips it into his pocket . Alicia , wrapped in a blanket , standing next to a round police MATRON . The Matron is tenderly trying to clean Alicia 's face . Alicia locks eyes with Craig and stumbles towards him , her legs not quite working . Craig saves her from the stumble and envelops her , lifting her as the blanket falls to the ground . Alicia makes little gasping noises . Trying to speak but ca n't . Craig walking back now , carrying his entire world . He reaches the stairwell and suddenly falls to one knee . Alicia gasps . The closest UNIFORM puts a hand on his arm . A moment . Composure . A deep breath . Then as quickly as he went down , he 's back up . Craig looks back now , taking it all in . Is it real ? Sees all the cops looking at him , then begins down the stairs . WE DRIFT UP above the station until we find ourselves with a clear view of the southern tip of Manhattan , where the TWIN TOWERS STAND TALL .

SUBTITLE : `` Eight Years Later '' Tiny kitchen , clutter , a MESSENGER BIKE hanging from hooks on the wall , a lot of books . There is a PHONE RINGING under the bed . TYLER ROTH , early twenties , handsome , looking haggard . He is sitting on the floor , shirtless , bed head , wrapped in a blanket . A GUITAR is on his lap . Tyler has propped some well worn , hand written pages of MUSIC against a box of off - brand laundry detergent and is squinting at the notes , frustration etched in his face . A forgettable BLONDE lies sleeping on the bed . Tyler , not a born musician , is trying to teach himself one of the PHRASES OF MUSIC in front of him . He is completely lost in the moment , with DEEP GROOVES in his fingers . By the ASHTRAY next to him , we can tell he 's been at this a couple of hours . The Blonde in the bed re : the ringing phone .Tyler gropes around the floor with one hand until he finds the phone , simultaneously glancing at the digital clock . His eyes widen in alarm .Tyler climbs out of his blanket and yanks on a pair of dark suit pants . Before he pulls on his white undershirt we observe a TATTOO that simply says `` Michael '' over his heart . He searches through a beat - up chest of drawers , seeking a reasonably clean button down shirt .And scrubs at a mysterious stain on the shoulder of an expensive but worn to hell suit jacket with a dishwasher brush .

Gandhi said that whatever you do in life will be insignificant but it is very important that you do it.

Why no, Caroline. What did your art teacher say about your portrait?

Young Whistler. good.'cause Whistler really fell off late in his career. He's the Michael Jackson of European art history.

Are you really this clueless? Are you really dismissing her like this?

Yeah. He did. But Michael was 21. All 21 year olds drink because it's new and exciting. Aunt Sara drinks because she wishes she was 21.

I do n't expect you to appreciate this, but the schematic for this particular shelf is authors who were sleeping together.

They did n't do anything. They did n't start this. Those assholes did. Why do these guys have to go downtown?

I came to see how much it costs, because I'm giving you the money back.

I wanted to make sure you understood it was n't me who called you.

This was my favorite book ever. Michael had it and he hit me over the head with it until I read it. Its about all these God and Goddesses who spend all of their time being jealous and petty and otherwise acting like human beings. The illustrations are amazing.

Mon dieu, mon soeurette! Je m ` appelle `` Freak of Nature''. Sacre Bleu. French Toast.

What am I supposed to say to this girl? `` Hey doll face, your dad trampled all over my civil liberties, wan na make out?''

I know her. I mean, I do n't know her, but, I've seen her. She's in my global politics class.

My name's Tyler Roth. I was wondering if I could bother you for a minute?

Um, I'm doing kind of a sociological experiment. I was hoping you could help me out.

Okay, Anonymous, do you see the guy across the room, pretending to read a text book, looking in this general direction?

I have this theory that an objective third - party, having no prior contact, would be able to determine how much of an asshole he is just by looking at him.

He's my roommate. And I've witnessed so many glaring examples of assaholic behavior that I'm biased as a subject, but I'm convinced that he has an aura, that people can actually perceive. So, just take a good long look. And tell me what you think?

No one here. The parameters called only to sample attractive women in their early twenties.

Well, look, you typically get something for participating in these things and I've run out of those big foam fingers, so I was thinking maybe I could take you out some night?

Or you could just go out with me on the off chance we'd have an interesting conversation.

You're going to stand me up. I can feel it in my bones. I'll be devastated.

I just paid a premium to cut out the middle man. That's innovation. That's free market enterprising. That's what made America great.

So dessert before dinner for fear of death by rogue asteroid. yes. Kissing guy you're obviously attracted to before driving off into the unknown New York night. no.

Let me check my book. Abso - freaking - lutely. I'm camping out. I'm sleeping there the night before.

It used to say `` In Case Of Asteroid'' but I took a shower and Aidan got high.

He was. But he was n't making a living doing music and my father's a very compelling guy.

You were the one dumping Jello shots down her throat. You almost killed her.

It's not so far. I ca n't believe you still get his coffee. three sugars, no milk?

This one was our place. Michael's and mine. We had breakfast there all the time. Maybe not as many times as I think we did. But enough times. Anyway we ate there that morning. It was the last place I saw him.

Maybe. Sometimes. I do n't know. But I guess I wanted to tell him about you.

I wish she'd told me. It was a unilateral Caroline decision. Will you make sausage and peppers?

Let's just skip dinner and I'll tell you how great you look in like eighteen different languages.

I was going to make a joke about how I'm not prepared for the commitment of exchanging accessories and how neck wear especially is a slippery slope, but I should probably shut up and say thank you.

He's allowed to stand me up. But he's not allowed to stand you up. Or my sister.

Blind familial allegiance. I did n't know what overpriced, overfed, fat bastards they were.

Are you capable of taking care of yourself for an hour? Do you need me here every minute, or what?

Do n't you at least want to know her? She's telling you something, Dad. She's communicating. Why are n't you riveted? Why is n't this the most important thing? At least for one night of your life?

Maybe not. Maybe Caroline does n't either. Where would she have learned it?

That does not mean you're allowed to shatter it whenever there's something better to do.

You did n't find him. I found him. And you're so tragically blind, the rest of your children are going to hang themselves on your watch.

That is the stupidest thing you've ever said, including that time with the bong in the emergency room.

I'm the one she came to when you used her face as a punching bag.

He knows me. Before I met you. He arrested me and Aidan. He gave me that gash over my eye.

I mouthed off to him. He. responded. Then Aidan saw you guys together at school.

Whatever you do in life will be insignificant but it is very important that you do it because.

This girl! Ally! Her life, even the nightmare parts seeped into me and I swear to God I can hear you better.

And half of you says `` Danger! Stay in your cave! You're nowhere near ready!''

A cluster of MOURNERS stand before a tombstone in the distance . They are not in funeral dress , as this is not a funeral . It 's a memorial . A beat up GYPSY CAB with a WEST INDIAN DRIVER pulls to a stop . From the trees and the sky we know its LATE SPRING/EARLY SUMMER . A gorgeous day . Tyler gets out of the cab , holding the rim of his empty coffee cup in his teeth . He sorts a rumpled wad of singles and hands some to the driver , who screeches into reverse . Time is money . Tyler crushes the coffee cup flat and slips it in his jacket pocket then lights up a smoke . He takes one long drag then extinguishes it and slips the butt into his pocket . He begins towards the mourners . His mother . DIANE HOFFMAN , a beauty . Past burdens etched in the lines on her face . Dressed tastefully in expensive bohemian . She smiles like someone who 's been crying but does n't want anyone to know she has .He kisses his mother 's hand and he 's moving to greet his stepfather . LES HOFFMAN , Unruly curls streaked in gray , tweed jacket and tie . They exchange a firm handshake and muttered hellos . The weight of Tyler 's gaze falls to CAROLINE ROTH , his diminutive bespectacled , eleven year old sister . She 's holding a little paper bag . She flashes him a look . He kneels besides her and whispers .Caroline makes a face . Turns her nose away from him .He snorts and kisses her cheek . Caroline reaches into her bag and takes out a handful of smooth white stones , on which she has painted the names : `` Mom '' `` Tyler '' `` Les '' , `` Dad '' , `` Caroline '' . She begins to arrange them in a little circle on the grave . Tyler 's father . CHARLES ROTH , late fifties , breathes power , precisely dressed , two hundred dollar haircut . A predator .Tyler holds his father 's eye .Beat . Charles adjusts his own collar like it 's an explosive . POV : The Tombstone . The four adult family members stand side - by - side . They look like strangers on the subway as Caroline sits on the ground , arranging the stones .

I forgot. I'm trying to purge `` nice'' from my vocabulary. Michael would like that we still do this.

Did you tell Tyler what your art teacher said about your portrait?

She suggested your sister take Pratt's Summer Art Intensive and that's hugely prestigious.

You really have to fix that door. I'm so sorry to just show up. I called but your phone was busy.

I just found housing for a family that had been in shelters for three weeks. So that's good. On the other hand, I have six other families.

Well, first, your sister is all excited about your birthday at the house. I wish you'd told me.

Of course. Tyler, Your father is driving me crazy. I should n't even be discussing this with you. I ca n't get him to say he'll come to your sister's exhibit. Her art exhibit. He says he's in the middle of an IPO.

Les says I should n't broker. I should let them be on whatever road they're on.

She cares about this, even though she's pretending she does n't.

Sorry. Sorry. I love you, darling, but this place reeks of marijuana.

He was doing it to impress you. He's never washed a dish in his life.

I want five minutes with my child before she ceases to be a child and decides I'm ruining her life.

I'm sorry, honey. I just. it's nice. Like an end of the summer send off.

Are you telling me, Ms. Spencer, that you intend to let those girls stay in your school? Of course they're all sticking to the same story and that story is a load of crap!

Um. OK. sure. yeah. great. She's not ready though, she's going to need at least twenty minutes.

Tyler, did I tell you what my art teacher said about my portrait?

She was very impressed. She said I captured a moment like a young James Whistler.

You're gon na get emphysema and then you're gon na have to drag an oxygen tank with you everywhere.

So? You can love someone and not want to spend any time with them.

Mom loves Aunt Sara. But at Christmas, last year, she would n't let Les leave them in a room together'cause she said there would be a `` yule tide homicide.''

Yeah. Other times too. Madamoiselle Fleischman had to snap her fingers at me a lot today. And everybody laughed and they all think I'm a freak of nature.

A show where you show what you've done and stuff. Will you come?

A little one? At Mom's? With Aidan. I'll make Mom behave. No crying.

Caroline is perfectly capable of speaking up if she is feeling dismissed. Caroline, are you feeling dismissed?

I understand. You could do worse than have a father who bails you out of jail

It has to do with significant ball playing. You were a Yankees fan when you were little. You were Lou Piniella for Halloween.

The exhibit runs til nine. You guys take the car. I'll meet you.

I do n't have to justify anything to you. Take the car. I'll get a cab. I'll meet you.

If I have any questions about what my daughter may believe, I'll let you know.

And that I love her. I love her. Good God, you toss that word around like currency. You have no idea what it means.

Who the hell do you think you're talking to? You pedaled down here on your bike for Christ's sake. You have to take care of nothing. You are responsible for no one. You're a kid. You think you're the first one to lose anything? Do you think that there is anything you feel that I have n't already felt?

I have unleashed a raging shitstorm of epic proportions on the board of trustees of that pissant school that will not abate until those girls seek enrollment elsewhere. I give them a week.

Tyler's coming by the office, but I thought I'd ride to school with Caroline first.

The family sits together in a booth . Tyler rolls a Bic lighter over his knuckles . Caroline draws a funny portrait of Tyler on her napkin . He is smoking nine cigarettes at once . Diane gives the menu a ridiculous amount of attention . Les is eyeing the Cheesecake . Charles subtly aligns his silverware .Tyler takes out a cigarette . Lights it . Without saying a word his mother takes it and snubs it out in an empty water glass .Caroline , as bemused as an eleven year old can be , looks at her mother , then at her brother . She adopts a very motherly tone .She flickers a glance at her ex husband and squeezes Les ' hand .The WAITRESS brings platefuls of extravagant cheesecake to the table . Les dives in . Charles is having toast . He sips a glass of water and takes a surreptitious glance at his Patek Phillippe .Caroline looks a bit sheepish , Tyler high fives Caroline . Diane , again , flickers a glance at Charles .Beat .Diane touches Caroline 's hair .Beat .Charles makes a minute adjustment to his collar . Father and son lock eyes until .Caroline shakes her head .Diane glares at her ex - husband . Tyler rises and kisses his sister 's forehead .He exits as Caroline sips her lemonade , avoiding everybody 's eyes .

Tyler standing although there are a few seats available . The car window strobes behind him . He takes off his jacket and button down and ties them both around his waist .

Tyler in his pants and white tee shirt looks completely out of place amidst all the business types . He sits in the last booth facing the street . His tattered JOURNAL lies open in front of him , a BINDER CLIP holds his page as he works quietly crafting an entry . The HOSTESS , tired , in her 60 's , slides a piece of baklava on the table as she shuffles past .Tyler gives her a huge grin .

Tyler and his roommate , AIDAN BREWER , 22 , energetic , inappropriate , walking west towards N.Y.U. Young people in easy , summery dress . Tyler smokes . Aidan does n't . Aidan remembers something , smirks .

That voluptuous, delightfully oblivious little blonde you left in your bed this morning. I sold her a toothbrush. Got three bucks.

Are in order, yes. Because that sale inspired our newest business venture : `` The S.L.U.T.''

The ` Single Lady's Universal Tote'. It's the one - night - stand travel pack for women. We throw in some make - up, toiletries, cell phone charger, cab numbers. Retail it at S19.95, maybe do an infomercial.

Hey one - night - stands happen. It's a part of life. like stubbing your toe. Sometimes you misjudge a corner and bend back your pinky toe, other times you wake up in a freshman dorm wearing a field hockey tee shirt wondering why your balls smell like cinnamon.

Do n't underestimate the novelty gift market. Think about it. instead of giving that token slutty friend a ten - inch purple dildo for her birthday, you hook her up with `` The SLUT.'' Everyone has a laugh and the implication that she'll probably use it someday remains. What do you say? Are you down?

OK. fine. be cynical. just remember at some point in history two people had a conversation just like this about the light bulb. One of them went on to fame and fortune and the other one probably went to work at Mickey D's or something.

What about Atlantic City for your birthday this year? Get a suite. Couple of ladies. You could call Toothbrush Girl, what do you think?

What's the point? How do you know where anything is in this place, anyway? There's like.

Seriously. They like this freaky poetic crap. I ran into Megan yesterday. She's bartending at Don Hill's tonight. She wants us to stop by. She practically begged me.

Hey nothing. You've been a ghost the past couple weeks. You never wan na go out. I'm feeling unappreciated here. I ca n't deal with this brooding introvert shit anymore man. I'm ready to set up an intervention.

I love this street. I love this city. Where are you guys from, again?

Miami. Miami, Barcelona, Rio. New York is it, man. God broke the mold when he made this city.

No justice. Okay, Green Hornet. Lantern. Asshole. You may not be actually matriculating in school, you may be having a nice time by yourself lurking in the stacks of your book store, but I actually plan on graduating, and having a career and a wife and a girlfriend and a divorce and a mid - life stalking episode and erectile dysfunction, and I will thank you to keep your complexes and nihilistic bullshit.

I know by every numerical measurement I did n't pass but what I was hoping was that maybe you give me a grade on my trying to pass. My commitment to effort. My commitment to commitment. Since the semester is nearly at it's terminus.

I mean. uh. life's only about what we put into it. It's about people. And what they put into it. And I'm - ah, screw it.

The cop. The cop who busted your face all up. He's got a daughter. And she's hot! I smell revenge!

You introduce yourself. go on a few dates. be your charming, gentlemanly self. And then, flip the script.

Screw her brains out and make her call you daddy. Steal her underwear and sell it on ebay. Put her in Clown Shoes, take lewd photos and post them on her high school's home page. I do n't know. Be creative.

Hey. What happened to you was very emasculating. Tell me you do n't want to get that asshole and I'll drop it.

T, What happened in the kitchen? It looks like somebody's water broke.

Do n't feel bad that you're more attracted to me than you are to him it happens to all of them.

Alright, you two. Up. Dressed. Let's go. `` Around The World'' party on the third floor. a lot of ugly but a lot more alcohol. Let's go.

Ally. Ally. Listen to me, young lady. One drink. From any country. I'll even put France on the table. One drink. Your choice. And we're gone.

What? What do you want me to say? That I'm sorry? You want me to say I `` m sorry? You want me to apologize for showing a nice girl a good time? Is that it?

There are sins of omission and sins of commission, my friend. I've dealt with mine and I've forgiven myself. you should do the same.

Hey. I know one thing. I know that in the time I've lived with Tyler, he has never introduced a girl. woman. female. to his mom before.

Yeah, but he would've shoved you in a closet or something. Or literally pretended you were a hallucination.

Dinners out, movies. Regular sex. That could be all right. For like, a summer.

Fine. Nice girl. While we were doing it, I could n't get this little, like, song out of my head.

`` Inuit, bum buh bum, I'm banging an Inuit, bum buh bum buh bum.''

Glass half full. you just saved yourself an awkward Thanksgiving.

Is this the, uh, that is, does, uh, Alicia Craig. Does she live here?

I do n't know what that means. I've seen him look at one other girl the way he looks at you. She's a lot shorter and shares his DNA.

A TINTED TOWN CAR stops in - front of a funky corner brownstone where Caroline waits in a plaid jumper on the front steps . THE DRIVER opens the back door of the car .

Caroline in the cavernous backseat alone . Her pink knapsack her only company . The Town Car stops at a crosswalk for a GROUP OF CHILDREN in jeans and tee - shirts on their way to a local Public School . Caroline sees them through the tinted glass . They could n't see her even if they wanted to .

in the wake of terrorist attacks these insurance company actuaries are provided a unique opportunity to raise premiums and profits to protect against events that will likely never occur again.

TYLER sits in the back of the room . Their PROFESSOR addresses the few students paying attention .One girl , a focused brunette with beautiful eyes , takes notes relentlessly . She is present , absorbing the material . She raises her hand .Tyler shoots her a glance . He takes in her lovely face , her casual dress , and the CHARM BRACELET with its four leaf clovers . WE REALIZE this is Alicia `` Ally '' Craig , now 19 . Tyler grimaces at the question and its implications of hope .

At the Alice in Wonderland statue where KIDS climb all over the faded bronze mushroom caps and characters . The statue is warm , the bronze absorbing the late spring sun . Tyler is perched on the Mad Hatter , his face turned towards the sun while Caroline hides with the dormouse . Tyler lights a cigarette . AN UPTIGHT MOMMY glares at him .He makes a face .Tyler takes a final drag . Tosses it on the ground .Caroline gives him a look .Caroline is climbing around Alice . Her hands on Alice 's hair .Caroline shrugs , not convinced . A silent moment passes .A shared smile .Tyler 's smile fades .

Tyler on a rolling ladder , shuffling books around . Aidan on the floor , eating two pieces of pizza , folded down the middle , at the same time .He gestures to the shelves .Beat .Tyler laughs .Aidan , visibly frustrated with Tyler 's reluctance , grabs the rolling ladder and pushes Tyler into the Romance novels .A silent moment passes .

A hip venue on Greenwich Street . Deejay . Music pumping . Aidan and Tyler make their way through the crowd to a congested bar where the CUTE BARTENDER is swamped .She ignores him .Tyler snorts with laughter .Two nubile young GIRLS approach Aidan . Tap his shoulder .Aidan flashes a winning smile .She holds out her camera . Aidan hesitates , then smiles .The girls pose . Aidan takes the camera . Turns it around . Extends it . Smiles . And promptly SNAPS A PICTURE OF HIMSELF . He casually returns the camera to the confused young woman . Megan returns and practically flings the beers at Aidan .Tyler laughs his ass off .They clink bottles .

Tyler and Aidan stand with the girls from Aidan 's photo opportunity . All are thoroughly intoxicated . There is a knot of CLUB GOERS halfway down the block , drinking and having a fine time .There 's a gust of wind . Aidan 's girl shivers . She 's wearing a tiny dress .O/S WE HEAR : a beer bottle crashing on the ground , and from far away a ghostly , plaintive girl 's voice disappearing into the night .Tyler turns towards the sound . It 's as if he 's trying to spot a train in the distance . His hand goes to his pocket and fishes out his pack of cigarettes .She walks away , looking back at her friend , annoyed .Tyler 's Girl looks at Tyler , who is still preoccupied .The girls step away . Tyler 's Girl appears to be trying to convince her friend to stay . Aidan watches them , hopefully . Tyler is n't watching them . He 's watching two cool looking MUSICIANS , crossing the street with the LIGHT , carrying SOUND EQUIPMENT . A quartet of NEANDERTHALS pulls up at the light in front of them in a car , aggressive music playing . The Neanderthal at the wheel has the brilliant idea to rev his engine and lurch the car forward , startling the musicians , toying with them . MUSICIAN # 1 glares , but gives no further response , he just wants to get across the street . The Neanderthal revs and lurches again . MUSICIAN # 2 slams his hand on the hood of the car .The car 's four doors open , and the Neanderthals lope to the front of the car . The driver is holding a mini baseball bat at his side .A Neanderthal shoves one of the musicians , and the driver starts wailing on the other with the bat . Tyler watches as the Neanderthals overpower them . The altercation has turned into a full on assault . The Musicians are getting stomped into the pavement .Tyler walks right past the girl without even looking at her .Aidan runs off after Tyler . Tyler jumps fully into the thick of it , swinging , grabbing beefiest Neanderthal in a choke hold and pounding guy 's face . He fights like a pit bull . Not feeling , not stopping . Aidan gets punched in the face . Tyler elbows the nose of the guy who punched Aidan and it spurts blood . Then someone hits Tyler in the gut , and he doubles over and takes a knee to the chin . The musicians get back to their feet and fight back . It 's a brawl . Aidan 's girl is screaming for the cops . Tyler 's girl , following the instincts of the inebriated , has teetered near enough to the brawl to imperil herself . A Neanderthal swings at Aidan and misses , grazing the girl . She jerks away in her high heels and crashes to the pavement , splitting her lip on impact . Tyler head butts the guy .

An AMBULANCE and TWO E.M.T. 'S are on site . THE COMBATANTS from the brawl are lined up on the curb . SERGEANT JAMES CRAIG , a little older and heavier than when we first met him at the train station , is standing with the Girl , who is a mess . Her nose bloody , her dress torn . Craig shields the Girl with his body , listening carefully to her and her friend as the two girls GESTURE ANGRILY at the Neanderthals . Craig 's eyes flicker in the same direction . Craig 's PARTNER , LEO , AFRICAN AMERICAN , a few years younger , is on the radio to Dispatch . Craig snaps his fingers at one of the E.M.T. 's and receives a blanket , which he carefully wraps around the girl . Then , to his partner , indicating Tyler and Aidan .Leo puts down the handset and uncuffs the guys .Tyler takes a beat , looking at the lineup . Aidan , rubbing his wrists , gestures `` Let 's go '' . Tyler looks at the bloodied Girl and . Craig , going through the pockets of Neanderthal # 1 .Craig finds a packet , or a vial .Aidan gives Tyler 's elbow a gentle tug . Tyler 's caught up in the action .Rage flickers across Craig 's face . Craig moves down the line to one of the musicians , going through their pockets .Tyler , compelled , drawing closer to the action .Tyler steps forward , interrupting .Aidan , who has been edging away , jerks around to his friend .Craig , big angry Irish cop , turns to Tyler .Craig moves slowly toward Tyler and starts going through Tyler 's pockets , roughly . He finds his wallet . Starts rifling through .What the hell ? Craig looks from the guy he was frisking to Tyler 's girl , wrapped in a blanket . She spits blood . He turns a bit to Tyler .He turns back to work . Tyler looks briefly at Aidan . Aidan looks desperate `` Please ! Let 's get out of here ! '' Tyler TOUCHES CRAIG 'S ELBOW . Aidan 's jaw drops . Leo takes several silent steps in . Craig looks at his own elbow then looks at Tyler . The kid must be out of his mind .SLAM . Craig takes Tyler 's legs out , driving his face into the pavement , a GASH opens above Tyler 's LEFT EYE . Tyler lies there dazed and disoriented as Craig , with one knee on Tyler 's neck , crushes his face into the ground . He slaps the cuffs on .

It's a great relief to me, Mr. Roth, to know that you're on top of the situation. Now go the fuck home.

She was supposed to be back. She's not back. call Ted Proferes. and what's his face in the 9th. and call me back. Just do it, Leo!

My life is right here! In this house. The same place as yours. But you're spitting all over it.

Me neither. Nobody likes paperwork. But paperwork keeps our ship afloat. Paperwork makes it possible for me to keep track of all the scumbags. But I ca n't do that if newbies like you are incapable of remembering standard filing.

I did n't think so. I figured you'd probably leave that up to me when you're done with her.

That's true, Tyler Roth, son of Charles and Diane. Brother of Caroline and Michael, deceased, suicide by hanging. You're kinda lost, are n't you? Taking a little vacation in coach before finding your way back to first class?

I'm sorry, Jim. Listen, why do n't you come over this weekend? We'll get the grill going. Sharon wants to see you. We can have some people, nice people. You can circulate a little.

Who knows what time it is . A lovely ASSORTMENT OF PERPETRATORS , Tyler and the musicians are in lockup . Everybody looks like shit . Tyler sits on a bench in the holding cell , looking quite relaxed . The lock up door slides open and Aidan is returned to the perch . The ESCORTING OFFICER shouts across the din to Tyler .The door slides shut behind Aidan .Beat .He cups his hands to make a megaphone .From Off Screen a chorus of :Tyler smiles . The Escorting Officer returns with a white male LAWYER wearing a two thousand dollar suit .Tyler glares at Aidan .

Ally , with a cup of coffee , is on the house phone .Craig comes in through the kitchen door , takes off his jacket and starts washing his hands at the sink .Ally hangs up . Makes a quick appraisal of her dad . He has a little blood on his cuff . He splashes his face with water . On automatic pilot , Ally flips on the toaster , pours some hot coffee into a Sesame Street Mug , pours in a measured dose of brown sugar from the dispenser , then flips open a bottle of Aspirin and deposits two of the tablets into the mug . She packs up her back pack with school stuff as Craig gulps his coffee .The toaster dings . She extracts an English muffin and squeezes honey from a bottle shaped like a bear .Beat .Ally grabs her sweatshirt .She flounces out the door , holding her own cup of coffee and the English Muffin . Craig dries his hands , grabs his jacket and a set of keys from the counter .

So when would that be available? No, that's sooner than I'd thought. And is there any kind of deposit? Okay.

What did you tell me you were going to do when things got tight?

You're exhausted. When you have a stroke I'm going to abandon you on a park bench.

Dad, we've seen freaking Erin Brockovich twice already. You always cry.

Great, I'll have that. A glass of skim milk. Then the mussels, please.

I just do n't see the point in waiting for something I know I want and am going to have. What if I die eating my mussels?

It's possible. If an embolism burst or an asteroid hit the restaurant, I'd die without having eaten the thing I wanted most.

Fine. I'll tell you what, you guarantee me. Swear to me on your eternal soul that I'll make it through my entrée. And I'll wait.

Before you answer, keep in mind, if I die, you'll have to live the rest of your life knowing that you not only lied to me, but denied me my last indulgence. My last wish. Are you prepared to shoulder that kind of responsibility to prove a point?

Ca n't we just stroll while I feed you ice cream with fireworks in the background?

He looks like you. or you look like him. Does he play around here?

At the rate you're going, dish washing is going to be your life's vocation. I can say I knew you when.

You know what never happens in this scene, Tyler - who - does n't - really - go - to - school? Tyler - who - does n't - really care - about - his - job?

Never. Your middle name is Keats? Your parents are pretentious as hell.

I ca n't, I would, I'd love to, but I've got ta get home, my dad's waiting up.

What is the matter with you, Dad? You have no respect for me and the way I'm feeling, my privacy. We talked about this! You're totally paranoid.

You do n't do anything. You do n't go anywhere except work. You have no life.

My mom was murdered eight years ago. The same year your brother died.

You do n't need to say anything, I know you're sorry. Everyone's always sorry, you know?

It's just, I need you to know that, my dad, he's not an evil guy. I do n't want you to think that because I'm here he's some kind of belligerent psychotic, he's not. I do n't know, it's just recently, he seems really.

Wounded? Our house is like the recovery room, or the critical care unit or something.

I do n't feel like that, though. I feel like I'm getting stronger and like I'm leaving him behind to swim in it all by himself.

That was weird. I assume most moms do n't smoke weed in front of their son's. um

You're the second member of this family I've washed dishes with.

That's exactly him. It's like the cigarette is the last Coca Cola in the desert.

You know when I was younger, we did n't have air conditioning in the house, so during the summer my mom and I would go to museums to cool down. she loved them all but The Met was always her favorite.

Was it that obvious? But only if you're OK with it. I do n't want to impose and I'll completely understand if you do n't want some random girl there.

Yes. But with an area of focused responsibility. It's easier to find a job that way.

When I was little I wanted to play first base for the Mets. I do n't think it's any harder than that.

A Latin girl actually slept with you? What's her name? She's out of the club.

He banged an Inuit! She's really nice. And smart. I do n't get it.

Did you think I would never find out? I mean, think about it. I had to find out eventually. You set it up that way.

Outside their red - brick row house at the end of a block of red - brick row houses . Ally has her mug on the roof of the car and is searching through her bag . Craig comes around the driver 's side and slides Ally her keys across the roof . She drops them in her bag .Craig is in the driver 's seat , waiting . Ally grabs her coffee mug and gets into the passenger seat . She hands him his English muffin , which he holds in his mouth as he starts the car . She flips down the visor and checks her very light eye makeup .They start to back out .

Tyler and his messed up face on his feet in the waiting area . English Club chairs , green baize on the walls . A RECEPTIONIST types away across the room . Tyler takes out a cigarette . Lights it . Draws the ire of .Tyler looks down at a heavy crystal ash tray on the coffee table in front of him . It 's clearly never been used .Tyler takes a long drag , grinding out the ember on the pristine surface . He smiles a charming smile at the aggravated woman .JANINE , Charles ' long time assistant , late forties , kind eyes , watches Tyler from the hallway .

You're too skinny. And you smell like french fries and cigarettes.

Tyler follows Janine down the corridor . She looks him up and down , does n't like what she sees .Tyler smiles , he likes that she does n't lie . Janine scrolls through a Palm Pilot as she walks . They approach the double doors to Charles ' office .Tyler bangs through the doors . Janine grimaces .

A row of floor - to - ceiling windows blocked by vertical blinds . Sunlight glows behind them . There 's a lot of leather , brass and rich wood , breathing power . There 's a flat screen computer , but no personal effects anywhere . Charles sits at his massive desk . As Tyler enters , Charles registers his injuries . A flicker of something over Charles ' face . Tyler stands .Beat .In spite of himself .Charles looks at his son .Tyler leaves , slamming the door behind him .

Tyler stops , catching himself , realizing the emptiness of the gesture . He looks up and sees Janine looking at him .

Tyler in the same booth , surrounded by a commotion of businessmen and women . He 's writing in his Journal , his foot tapping fast . We see the very act of writing eases him , loosening his strangled grip on the pen , slowing down the manic rhythm of his foot .

It 's just after three , Caroline emerges from school in a CLUSTER OF 6TH GRADE GIRLS . One of them dips her head towards Caroline 's ear , as if to share a secret . Whatever she says makes Caroline 's face crumble , almost to tears , and the girls snicker . Tyler hops from his perch on a parked car . His bike leans on a fire hydrant .He looks at the girls , sizing them up , and flicks his cigarette to the sidewalk , cool as hell . The girls have a group swoon . He takes Caroline by the elbow .He gets his bike and leads her down the block , towards Fifth Avenue .He hands her the book of Myths .Caroline opens the book carefully and has a peek . She smiles .Caroline takes a brief glance over her shoulder , towards the school .Caroline smirks .

Aidan appears to have cornered a PROFESSOR on her way in or out of the building . The woman looks tired , annoyed , like she just wants to go . Aidan talks fast , even faster than usual .Craig 's car rolls to a stop just in front of the flags . Ally gives him a kiss on the cheek . She gets out , and walks up the stairs , right past Aidan .Aidan runs off leaving the befuddled professor on the steps .

A Student Hangout . The place is bustling . Numerous NYU STUDENTS move , sit , eat , lounge . Aidan scans the crowd . Tyler stands beside him looking far less enthusiastic .Ally enters . She wears a big sweatshirt . Aidan spots her .Tyler watches her settle into a couch with a big cup of coffee .Tyler sighs , begins toward Ally .Tyler glares . Aidan gives a big thumbs up .Ally briefly looks up from her book .He gives her a charming smile .Beat . The smile usually works .Ally looks at him , a little wearily , holding her place in the book .Tyler is genuinely taken aback .A surprised laugh escapes from Tyler .Aidan holds a MATH TEXTBOOK at an awkward angle to mask his obvious interest in Ally and Tyler 's conversation .She looks at Aidan , briefly , who shifts to avoid her gaze . Then she takes a peek at Tyler 's profile .She looks at him .Tyler smiles . Ally tries to hide a smile . She closes her book and extends her hand .

Caroline in art class amongst a sea of green plaid . The girls work in relative silence , drawing , painting . THE ART TEACHER walks amongst them looking over their shoulders , sees a lot of amateur art work , then she comes upon Caroline and stops . The teacher finds herself captivated by . A COMIC PORTRAIT of Diane and Les kissing in the doorway of their brownstone . Diane has a bit of a manic smile and Les is half her size . Caroline notices her teacher staring . She does n't like it and shifts to block her view . The teacher gently eases her back . Smiles softly . Caroline smiles back as her teacher moves across the room . Caroline has just put her pencil back to paper when . The BITCHY GIRLS we 've seen before start whispering and smirking . One of them mouths .Caroline 's smile shrinks away and she goes back to work .

Ally in sweat pants , an ancient tee - shirt , her hair in a Scrunchie , eating Mallomars from the bag and reading . Craig yells from the bottom of the stairs . He carries a bag from a video store .Her cell phone rings .

Ally winces .She wipes her hands on her sweats , smearing them with chocolate .She hangs up .She whips the Scrunchie out of her hair and heads for the bathroom .

Ally comes down the stairs , putting on her earrings . Craig looks at Ally , confused .She is moving quickly , grabbing her bag , her wallet . Craig tosses her keys .Beat .He peels off a couple of twenties .Craig puts his hands in the air in surrender .

A hole in the wall Lower East Side Thai restaurant . Tyler and Ally sit together perusing menus . A WAITER approaches .Tyler and the Waiter share a look .The Waiter takes the menus .Tyler goes to answer . Ally holds up a hand .Tyler thinks about it . Smiles .

Tyler and Ally exit out onto the street . Tyler immediately takes out his cigarettes , his lighter , then he notices . Ally looking at him disappointed .Tyler takes the cue puts the packet and lighter away . A beat .Ally considers .

They approach a CARNIVAL GAME , one those ubiquitous basketball tosses . THE ATTENDANT badgers passersby to test their luck . GIANT STUFFED ANIMALS hang all around it . Tyler pays the Attendant , gets the basketballs . Tosses one , two , the third , then nothing . Game over .Tyler pays again , wipes out again . Game over . Tyler pays again . Loses again . He 's visibly frustrated now .Tyler hands the ATTENDANT another dollar .

Ally carries a GIANT PANDA under her arm . Tyler walking beside her with a self - satisfied smile .Tyler touches the bandage .

Tyler is just hailing her a taxi . He stands there holding the door open .Beat . Tyler leans in to kiss her . Ally turns away .Tyler respectfully leans back .Ally considers . She gives him a quick but tender kiss .She gets in the cab .Off she goes in the taxi . Tyler watches her go .

Caroline exiting with the crowd . One of the Bitchy girls shoulder checks her from behind as she passes . Tyler , waiting on his perch , catches it , walks up to her .

CHILDREN climbing all over the bronze statue . Caroline among them . She sits on a mushroom cap , letting her legs dangle . Tyler watches her from their usual bench , his bike leaning next to him .Caroline allows herself a tiny grin .Caroline is secretly thrilled .Caroline smiles .

Ally explores Tyler 's living room with a tumbler of wine . It 's in a state of medium disarray . He clocks her looking .She looks over his posters , pictures , etc. . Tyler scans a stack of CDs , he selects Radiohead 's KID A , puts it in . The hypnotic first track fills the room . Ally comes across a FRAMED PHOTO of a band on stage . The lead guitarist looks like Tyler with long hair .Ally notices the old guitar in the corner .Tyler smiles . He 's actually a hair nervous .Tyler walks to the kitchen counter where a cleaned and polished COVERED CAKE STAND sits .Tyler lifts off the cover to reveal a GERMAN CHOCOLATE CAKE . He 's written a message in the icing : `` In Case Of Ast - and then a piece has been crudely cut out . Ally 's surprised .

Ally and Tyler stand in front of a sink full of dirty dishes , up to their elbows in soapy water .Beat .He indicates the dishes .He flicks a bit of water on her shirt . Ally takes a beat .Ally 's not having it .Tyler 's a little confused .Tyler blinks helplessly .An entire enormous pot of pasta water up ended on the host . Bits of spaghetti cling to him , tiny tomatoes and zucchini on his shoulders like little barnacles . He sputters and gasps and blinks .She calmly goes back to washing dishes . Beat . Spaghetti guy stares at her . She gives it right back to him , 100 % New York City . Beat . In one move Tyler slings Ally over his shoulder . She grunts , unglamorously .

Tyler bursts through the bathroom door . Ally over his shoulder . Never one to waste a moment , she uses the opportunity to check out what 's in his wallet . He turns on the shower . She has his drivers licence .Tyler turns on the shower and tosses Ally into the water . She dances to avoid the stream . Ally grabs the portable shower head and turns it at him . Tyler jumps into the tub to avoid the spray . They wrestle for the shower head .This cracks Tyler up . He stops struggling for the shower and gasps a little with laughter , putting up his hands in surrender . Ally stands there , holding the shower head , giggling . They lock eyes for a moment . The air is charged . Ally spritzes him in the face .He slides down the wall until he 's sitting in the tub , Ally follows .

Tyler and Ally lie side - by - side , drenched . Their feet hang over the edge of the tub . Tyler reaches into his pocket and removes a dripping cigarette packet . He squeezes out water .He tosses them in a waste basket .Ally playfully slaps him . She notices the tip of Tyler 's TATTOO peeking out of his undershirt .Tyler peels the soaked garment off his back as Ally offers polite applause . Michael 's name becomes clear . Ally takes a long look . She sees Tyler 's not smiling anymore . She gets it .She looks at him . Asking with out asking .Beat .Ally is gently picking spaghetti and tomatoes off Tyler .Ally looks away for a moment . Tucks a curl behind her ear . Then they look at each other . Ally opens her mouth to speak . Aidan bursts in . He 's drunk , loud , wearing an Irish Flag like a cape . He carries a bottle of whiskey and a can of Guinness .Aidan takes Ally 's hand . Kisses it .Ally looks at Aidan closely , trying to figure out where she knows him from , it dawns on her .Tyler and Ally laugh . Aidan 's too drunk to care .

Ally VOMITS in their toilet . Tyler holds her hair back . Aidan appears in the doorway still wearing that flag .Ally tries to speak , all we hear is a series of groans . Then she dry heaves again . Tyler shoots Aidan a look .Tyler just looks at him . Aidan considers .Tyler kneels down . Ally pushes her purse at him , she looks like she 's about to pass out .Tyler and Aidan share a look . Aidan shrugs .Tyler pulls out her cellphone - the battery is dead .Tyler turns around to find Ally passed out on the floor . He tries to gently nudge her awake .

The bedside clock reads 3:47 . Craig is on the phone while searching through Ally 's desk drawers . For anything . He finds a note book with a red cover and starts flipping through it .Craig hangs up the phone . Beat . He picks it up again and starts dialing , still flipping through the notebook .

Ally wakes up alone in Tyler 's bed , hung over , confused , trying to put the pieces together , then she sees the clock . And a wave of panic washes over her as she jumps out of bed .

Tyler sleeps on the couch using Aidan 's Irish Flag as a blanket . Ally comes in pulling on her shoes . Tyler stirs in time to see her run out the door .

Craig sits at the table , dialing someone , anyone . Ally enters , drops her keys on the counter . Her father does n't look at her as she pours herself a coffee .Craig squeezes honey into his coffee , practically strangling the Bear . Not looking at her . Ally notices the red notebook on the kitchen table next to the phone .It dawns on her .Craig says nothing . Just stirs his coffee . Ally is furious .Right back at him .Beat .CRACK ! He hits her , hard , open hand , from across the width of his body . Ally is knocked off balance and hits her head on the cabinets .His face is contorted with panic and shame . Ally 's disoriented . Her ears are ringing . Her lip is split . A knot is starting to form where she hit her head . She straightens herself up and stares at her dad like she has no idea who he is . Beat . Craig tries to envelop her . With a guttural snarl she pushes him away , getting a little bit of blood on his shirt . She scrambles up the stairs .

Sunshine beats down on a little make - shift rooftop hideaway , a few old beach chairs , a stereo , a weight bench . Aidan works out with an old set of dumb bells . Tyler sits on a beach chair , trying again with the guitar .Tyler nods , strumming like he 's wearing boxing gloves . Aidan finishes up a set .Aidan lies down to do the bench press . there 's a lot of weight on the bar .Aidan lifts . It 's too heavy and falls to his chest . Tyler forgoes his spotting duty , lets him struggle . Aidan strains .Tyler blows three perfect smoke rings . Finally he puts down the guitar and helps get the bar up . Aidan panting , rubbing his chest .

Tyler and Aidan come into their apartment , Aidan still rubbing his chest . Ally is standing there in the middle of the living area . A packed bag at her feet , her face a mess .

Aidan sits on the couch still in his gym clothes drinking a protein shake out of a blender . Tyler comes out of his bedroom gently closing the door behind him .Tyler takes a seat beside him . Takes out a cigarette .If looks could kill .A silent moment passes .

Tyler has just finished making up the ratty sofa as a bed . Ally appears from the bedroom , framed by the open door . She has slept in one of Tyler 's button down shirts .Beat .She nods .Beat . Ally takes off the shirt and lets it fall . She stands there .

We interrupt Ally and Tyler in the throes of passion . Tyler sits on the edge of the bed . Ally is on top . She kisses his neck . Suddenly , Tyler throws her to the bed . He takes control . Ally 's momentarily taken aback , but does n't stop him . There 's noticeable aggression to their love - making . In the midst of everything , the pair slow almost to stopping , a caesura . They stare into each other in a moment of surprise and recognition . Then again . Young , hungry , aggressive . TIME LAPSE They lie , eyes closed , almost asleep , entwined with each other . Tyler gives a little sound of contentment . Ally , in her own haze , reaches for him , her hair all over the place . Eyes still closed they fumble for each other , starting , in this dream state , to make love all over again .

The sheets have been torn loose from the mattress . Ally lies asleep , curled in the comforter . Tyler lies awake beside her , he smokes a cigarette and watches the sky just starting to brighten . Tyler gets out of bed . Grabs his journal . A NOTE propped up next to the bed : `` Please do n't leave . I 'll be back . ''

The place is empty . A few early RISERS get coffee to go . He sits in the same booth , his journal held open by the binder clip . He writes , a bag of Bialys next to him . Janine enters . Orders two coffees . She sees Tyler , smiles . She picks up her coffees and approaches him .Tyler looks up , grins , nods to her coffees .Janine turns to go , remembers something , turns back .Tyler nods , tries to smile . Janine glances back as she goes .Tyler nods sheepishly .

Tyler returns with breakfast . From Aidan 's room , a pathetic croak .Tyler tosses him a Bialy like he 's tossing fish to a seal . Ally lies on the couch . Curled in a blanket . A cup of hot tea in hand . She sips it . It stings her lip a little .Tyler sits . She shifts and curls next to him .Tyler pulls his JOURNAL from his pocket . Hands it to her .Ally is moved , you can see it in her eyes , but she chooses not to overdo it . She flips through the journal . She hands it back to him . Then out of nowhere .Tyler is stunned .He does .She looks at Tyler 's face . His eyes are so patient . Ally tears up .Tyler strokes her hair .She is weeping . Tyler pulls her to him doing the best he can . Holding her and kissing her hair .

Sergeant Craig standing with a ROOKIE OFFICER , berating .Craig is working up a head of steam .Leo interrupts .Craig snaps his head around .Leo gestures to speak privately .His partner nods . Craig looks away .Craig goes back to his desk . Leo looks after him .

She's pretty traumatized. I wanted to pull some names together in case we all decide she should talk to someone.

There's no witnesses and it did n't happen on school property. The school wo n't do anything. They'll probably get away with it.

Aidan sits in the living room , trying to assemble an IKEA television stand . A joint smolders in the ashtray . The BUZZER rings . Aidan goes to answer it .He blinks .He throws down the keys , then yells towards the roof .With Diane 's knock the door swings open .He gives her a kiss on the cheek .Aidan looks and realizes that the phone is indeed off the hook , as just the handset , wrapped in duct tape , is visible on top of the sofa .Tyler and Ally enter the apartment through the fire escapeDiane is thrilled . She has a huge mom grin .Diane is pumping Ally 's hand like she 's drilling for oil .She navigates the IKEA carnage and sits on the sofa , the joint smoldering in the ashtray in front of her . Aidan ever the gent , removes the ashtray to the window ledge .Beat .Tyler looks completely befuddled . Aidan passes Diane the joint . She takes a deep hit .The women measure each other .She starts to drag Aidan out the window , back up the fire escape , but he makes a brief detour .She hands it back to him and Aidan and Ally climb away . Tyler sits next to his mom and lights a cigarette .Tyler rubs his eyes .Beat .She looks relieved .She kisses his cheek , and rises to go . He takes her to the door .She goes , shutting the door behind her .

says. It's okay. Mom, this is Ally. Ally, this is my mom, Diane.

Aidan and Ally on the roof , they 've arranged themselves in the deck chairs .Ally throws up her hands .

Tyler , having pulled the decrepit house phone into the bathroom , is leaning against the sink , girding himself to call Charles . He looks in the mirror and makes a face .

Janine pokes her head into Charles ' office . Charles is swamped with work and surrounded by UNDERLINGS .Charles is surprised .He punches a button .IN . BATHROOM . AFTER .Tyler holds the phone away from his face and screams at it , silently .He hangs up . Tyler stares at the phone a sec , then hits his head , once , against the bathroom door .

Tyler is sitting at the table in the darkened room with Ally standing behind him with her hands over his eyes . Caroline enters from the kitchen carrying Tyler 's BIRTHDAY CAKE . She has obviously decorated it herself . She has drawn -LRB- as best as she could , given the medium -RRB- the characters from the ALICE statue in frosting . It reads `` A VERY MERRY UNBIRTHDAY TO YOU '' , and has `` 22 '' in numerical candles and '' + 1 TO UNGROW ON '' written next to that . She 's singing . Aidan , Ally , Diane are all singing . There 's a flash from a camera off screen . It 's Les . Caroline puts the cake down in front of her brother and Ally takes her hands away just as they finish the song . Tyler 's face in the candlelight as he sees Caroline 's efforts . He takes a huge breath .He looks at her and blows out the candles . Everybody applauds , Diane longer than anyone else . Her eyes are shining .

The cake totally devoured . Les is obsessively eating frosting . Caroline is trying to teach Aidan how to waltz in the living room . He is .Tyler rises from the sofa and takes over as Caroline 's partner . She puts her feet on top of his feet and they waltz .Ally and Diane are washing dishes in silence . Beat .Beat .

Caroline at her desk , sketching . Her door is ajar . Ally enters , mouth agape as she lays eyes on Caroline 's collection of artwork on the walls .Caroline 's working on a PORTRAIT OF TYLER ON A PARK BENCH , cigarette dangling from his bottom lip . A perfect rendering of a fleeting moment .Caroline shrugs . Ally looks over Caroline 's shoulder .Caroline smiles .Ally smiles . Caroline goes back to work . Ally looks around at all the portraits papering her walls . It stirs a memory .Caroline considers this .Ally has never heard anyone say it so plainly . She seems a bit perplexed , then grins . It 's okay with her .

Tyler wearing the suit we met him in , it 's been dry - cleaned . Ally emerges from the bathroom , looking gorgeous in a vintage black cocktail dress and carrying a pink wrap .She hands him a simple blue tie that matches his eyes . Beat .Tyler puts on his tie in the mirror . He scowls .

Tyler and Ally sip cocktails at the nicest table in the place . There 's an empty seat . Tyler 's eyes flicker towards the door . Twice . He touches his tie .Ally tries to lighten his mood .This goes right past Tyler whose eyes flicker towards the door again .Tyler finishes his drink , signals a WAITER who glides to the table .Like a stealth bomber . At least this moment rescued the men from actually having to greet each other .The waiter goes .Charles gives a courtly nod and takes her hand .

An empty wine bottle . Charles cuts into a one - hundred dollar steak .Charles adjusts his tie and goes back to his steak .Charles looks at his son . Puts his fork down . Silence at the table . Back to the steak . Beat .Charles looks up , taken aback .Tyler tries to get a word in .Charles and Ally burst out laughing . Tyler rolls his eyes - TIME CUT Dessert . Ally is working on an enormous profiterole . Tyler , another whiskey .His cell phone lights up . Charles gently puts his hand on hers .Charles gets up from the table . Tyler , not able to help himself , shoots him a glance . Ally clocks it .Charles returns .Charles and Tyler are stunned to silence .The men look at her . She 's a hero .

There is an empty Lean Cuisine box , and two empty Beer Cans on the counter . Craig stands by the microwave as it counts down . 4,3,2,1 . BEEP . He removes an Eggplant Parmigiana and slides it carefully on to a waiting plate . He takes it , along with a fresh beer , to the living room . He sits heavily on the sofa and hits a remote , unpausing ERIN BROCKOVICH .

Tyler and Ally wait in front of the restaurant as Charles takes another call . A TOWN CAR and DRIVER wait as well .Tyler puts his head in his hands .Charles returns . His face blank .Charles adjusts his tie . Tyler loosens his . Ally is unsure where to look .He steps into the street to hail a cab . Tyler watches his dad get into a taxi , then holds the car door for Ally .

Amateur artwork and picked over catering . The rest of the exhibitors are high school age , even a college freshman or two . They mill with their friends and families . Animated . Ally and Aidan stand before a COLLECTION OF FAMILIAR PORTRAITS -LRB- Charles reading the paper at breakfast , Les and Diane kissing , Tyler on the park bench -RRB- . Caroline sits on a catering table , Tyler next to her . She looks miserable , he looks furious . Diane bustles over with a plate of cupcakes and a big stupid grin .Caroline looks once at her mom then .Tyler nods , takes her hand . Calls to .Les , eating a cupcake , and Ally , stand under a portrait of Charles . Ally picks up her purse . Diane standing there with her cupcakes .

Tyler , visibly agitated , is letting Ally in the front door to the apartment . He grabs his bike off the wall .Ally reaches for his elbow . He yanks his arm away .He slams out . Ally looks like she 's been slapped .

Charles in a meeting with several SUBORDINATES . Everyone is in late night disarray . They are obviously on their way to pulling an all - nighter . The door to the office flies open . Tyler barges in . Janine trailing .There is space between the two men . Tyler extends a rolled up piece of paper to his father .Beat . Tyler holds on to the portrait .Tyler gestures with the portraitThe subordinates rise .They sit . There is still distance between the two men . Beat .Beat .The subordinates rise again .They sit .Charles goes , snarling , for his son , and Tyler is more than willing . Janine and one of the Subordinates get between them .The men are pulled apart . Tyler is white and trembling with rage . Charles ' face is completely dark and closed .Tyler runs for the door . Stumbling over furniture , Caroline 's portrait crushed under his feet .

Ally , still in her dress , trying to excavate an ice tray frozen in the ancient freezer . There 's got to be six inches of frost in there . She starts stabbing it with a wooden spoon . As she hears the door , she turns and puts on her most blistering attitude like an overcoat . As Tyler walks into the light - his face white with anger , practically crying - her eyes widen .She runs to him , he falls into her . He 's a mess . He wo n't let her see his face . She pushes at his hair , trying to see and understand . He kisses her , so she wo n't see . Tyler is completely lost in the storm and Alicia Santana Craig is going to get him through .She yanks his head up .They kiss . She brings his hands up into her hair , around her face . They kiss . He kisses her like he 's starved for her . TYLER 'S BEDROOM - LATER Tyler and Ally , wrapped around each other , both deeply asleep .

Craig , home from work . He hits the button on the answering machine . There 's just one message .As he takes off his jacket , Craig hits rewind and plays the message again .

Dad, it's me. I've been invited. I'm going away to the beach for Labor Day. They're nice people. If there's any problem I'll call. Or they will. Okay. Bye.

Raucous laughter . Caroline , Tyler , Les , Ally and Aidan are in the living room playing charades . Everyone is a little sunburnt , the adults are a little drunk . Ally is wrapped up in Tyler , Caroline is on her mom 's lap on the floor , Les next to them , lying on his stomach . Aidan is up and God only knows what he 's doingMore raucous laughter .Whoops of laughter heretofore unheard in Montauk .She rises and flees into the kitchen . Les rolls over and ends up with his head in Diane 's lap . He looks at her for a moment .Diane beams at him . Tyler smiles at his mom and Les , then at Ally . Diane takes a deep look at her son . Her eyes shining .Caroline travels through the living room with a popsicle . She is headed for her bedroom .Les snorts with laughter . Diane rises , dumping him to the floor .On her way out , Diane pauses and gently pushes one of Ally 's stray curls behind her ear . Smiles down at her .Ally stares up at Diane for a beat , her eyes shining .

Tanned and rejuvenated , Ally , Tyler , and Aidan sit together on the train back to the city . Ally and Tyler kiss . Aidan watches them .Ally laughs .Tyler is laughing . Ally thinks for a moment .Aidan gives a satisfied smile .The car doors open and a MAN ushers his family through . It 's Craig 's partner Leo , in plain clothes .He begins to bob his head to a rhythm .Ally and Tyler collapse in laughter as Craig 's Partner passes He notices Ally immediately . She does n't see him . He takes a long look at Tyler as he follows his wife and kids into the next car .The train makes a stop at Patchogue . Leo and family disembark .

Tyler , his bag on his shoulder , returning home , fishing in his pocket for his keys . He sings the Inuit song to himself .His front door is unlocked . Tyler freezes . Takes a beat . Scans the room , silently dropping his bag . He reaches behind him for the aluminium bat against the door . Wielding it , he takes two steps into the apartment . Craig , in plain clothes , sitting on Tyler 's bed , amidst the carnage of Tyler 's stuff . He has been rifling through everything . The guitar is propped haphazardly against the wall . Craig looks up . The men lock eyes . Craig 's eyes go to the bat . Tyler leans it slowly against the wall . Beat .Craig 's eyes flash .Craig 's face says it : `` Bullshit '' .Cops never ask a question they do n't know the answer to .Craig 's face , like his wife 's so many years ago , is pure contempt . With his body at this angle , Tyler can now see his gun .Craig closes the distance . From Tyler 's P.O.V he looks like a freight train . In a flash , he gets Tyler in a choke hold , flips him on his back on the bed and puts his hands around Tyler 's throat . Silence , except for exertion . Tyler 's hands are on Craig 's wrists . He is holding Craig 's eye . His face is starting to turn colors . Beat . Beat .It travels between the two men . Craig grappling with it , although he still has his hands at Tyler 's throat . Craig drops his hands , pushes himself off Tyler Tyler rolls to one side , coughing and gagging . Craig leans against the wall for support . He is trying , before our eyes , to pull the shards of himself together . His gun visible at his waistband . Tyler 's coughing , his face still red , his eyes travel briefly to the bat , then to Craig . Craig closes his eyes , very briefly , then rises . Not looking at Tyler . Beat . Looking at Tyler . Beat . Craig goes to the front door .Slam . And then he 's gone . The door bounces in its frame . And then it 's just Tyler trying to remember how to breathe .

Tyler smoking , standing at the window , waiting for Ally . He sees her walking up to the front door . He grinds his cigarette out . Ally is running up the stairsShe arrives at the door .Beat .Beat .She lunges for the phone . Tyler stops her hand .She looks like she 's starting to panic .She is n't quite getting it .She 's got it . Beat .She bolts from the chair to the sink and dry heaves . Tyler reaches out to comfort her .She reels around and cracks him across the face . Not like a chick . Like her dad . The sound hangs in the air . Ally goes to the bedroom and starts throwing her stuff in her bag . Tyler follows her .He does n't .She pushes past him and out the door .

Ally heads down . Aidan heads up . He smiles wide .Ally pushes past him .

Tyler sitting on the ratty couch . Aidan eats old Chinese food from the container . He offers some to Tyler . They sit in silence . Tyler swelling . Aidan eating .This is no comfort .Sincere now .Tyler heads into his bedroom and shuts the door .

Sergeant Craig working on a sink full of dirty dishes . He scrubs at a filthy pan with a piece of steel wool . He 's manic but there 's not a beer can in sight .Craig turns , finds her there in the doorway , bag at her feet .They stare at each other for a moment .They look at each other . Craig tries a smile . Ally 's cool with him . Moving towards him , past him .

Caroline and Diane walk up to the DOORMAN . Caroline carries a gift , a sleeping bag . Diane smiles at her daughter .Diane ca n't help it try as she might .Caroline rolls her eyes .Caroline goes into the lobby . Diane heads back to her car .

Caroline gives her gift to THE BIRTHDAY GIRL who smiles . She follows her into the next room where the other PARTY GUESTS watch a movie . They all turn and look at Caroline . Caroline smiles sheepishly . Some of the MEAN GIRLS are there , One of them gives her a perfunctory smile .

Jackie Chan 's foot slamming through a wall . Tyler and Aidan are watching RUSH HOUR 2 . Aidan slurps from a super mega sized soda , laughing , enjoying himself . He turns to his friend . Tyler sits , completely drained , looking like the loneliest guy on the planet . Aidan gives him a nudge . Tyler looks at the screen for a sec and half smiles , then slips away again . Aidan is genuinely concerned .

The party girl 's MOM is in a bathrobe . She looks horrified , she has one hand covering her mouth and is whispering into a cell phone . Caroline is on the kitchen phone . Her long hair has been CUT TO PIECES while she slept . She is crying .

Ally and her father cook breakfast together . There 's a knock .

Aidan paces nervously . Craig appears in an apron . Aidan smiles .Beat .Craig nods .Ally sees Aidan . She touches her father 's forearm .Craig steps back into the house . Six inches .He backs into the hall . Aidan and Ally are alone .Craig popping back like an eel from a wreck . He 's got the mangled Honey Bear .He goes again . Pfft . Aidan 's visibly relieved .She starts to close the door .Aidan does n't get it .Ally looks away .Craig reappears from the deep .Father and daughter go back into the house . Aidan exhales .

Diane is on the house phone , preparing a tray of tea and cinnamon toast for Caroline as she talks .She slams a cabinet closed as Les picks up the tray and WE TRACK HIM down the hall to CAROLINE 'S ROOM . Les is speaking on his cell phone .

Caroline and Tyler are lying on Caroline 's bed . Her head is nestled on his shoulder . She looks even tinier than usual . Tyler is reading to her , softly , from The Book of Greek Myths , his other hand stroking her butchered hair . She looks pale , wasted . Her eyes are sunken and she 's fighting sleep . A losing battle , she 's exhausted . Her lids finally shutter to the sound of her brother 's voice . Les , at the door , places the tray on Caroline 's desk .Tyler 's eyes , registering anger and shock , jump from the page as he hears this .

Diane opening the front door for Aidan and Ally . Aidan wraps his arms around Diane and gives her a hug . Ally hangs back a bit , unsure , then embraces Diane . Tyler emerges from the hallway .He sees Aidan and Ally . Stops short .

Tyler alone on the top stair , taking long pulls from a cigarette . Ally comes out the front door , softly closes it behind her .Beat .A silent moment passes .A BMW 7 Series speeds around the corner . Stops in front of the house . Charles gets out of the car , sees his son .Diane emerges from the house . Charles strides quickly towards her .

Caroline asleep in her bed . Charles stands in the doorway watching her sleep , we get the feeling he has n't seen her asleep in some time . Diane appears at his side .Diane looks at Charles . He 's still watching his daughter .

Caroline 's TEACHER prepares her lesson plan . She starts to write the date on the board when The door opens . Caroline and Tyler enter . The entire class is watching . It 's dead quiet . Caroline puts her trembling hands in her pockets . Tyler looks at a few of the girls . They look back , unconcerned , almost amused . Tyler walks his sister to her desk .Caroline nods , although her eyes are brimming . As she slips out of her jacket , the contents of her pockets clatter noisily to the floor . Tyler immediately bends to help her .SNICKERING LAUGHTER . Caroline looks like a deer in headlights .Tyler moves towards an EMPTY DESK . Some girls keep snickering . Suddenly , Tyler grabs the desk . THROWS it through the air .

A JANITOR pushes a flat broom down the empty corridor when the glass from one of the classroom doors explodes as the desk makes impact . He stops pushing the broom and stares .

Pin - drop silence . The students sit paralyzed . Tyler stares at the Mean Girl . Her arrogance completely gone . Caroline stares up at her brother , awestruck .

TYLER locked up among CRACK HEADS and PETTY CROOKS on a dirty bench with his hands behind his head and a bemused smirk . A BAILIFF approaches the holding cell . Looks at Tyler .

Charles standing in the waiting area . Tyler is led out by the bailiff rubbing his wrists . He sees his father , his face registering surprise . Beat . The men walk together towards the exit in silence . Neither looking at the other .Charles stops .Beat .Guess so .Beat . Tyler deciding . Tyler nods . Charles appraises his son .Charles walks ahead , pulling out his cell phone . Tyler calls after him .Charles , without turning around ,

Tyler leaning against the bike rack , waiting . He sees Ally running up the steps and watches her as she blends into the crowd .

No mimes , just dealers . Ally with a girlfriend , walking towards the East Side . Tyler catches up to her . Shakes the friend 's hand . After a beat , Ally agrees to walk with him . He reaches for her hand . She pulls it away , but walks next to him .

Tyler has convinced Ally to come uptown and meet Caroline with him . Tyler and Caroline climb all over the Alice , while Ally watches from a bench . As befitting a seventh grader , Caroline turns her face to the sun and arranges herself to take advantage of the early September tanning possibilities . Tyler walks over to Ally 's bench , sits next to her . Beat .Beat .Tyler has a smile the size of New York City . Ally smiles back .

Bright sun pouring through the window . Ally lying asleep . Tyler is up and dressed now , he grabs his journal off his desk , kneels beside Ally . He is bathed in the pool of light streaming in .Ally smiles .Tyler watches her lying there .Tyler kisses her . Then heads out into the .

Aidan passed out on the couch still wearing the clothes he went out in the night before . Tyler watches him sleep .Tyler smiles as he takes his journal and exits .

Charles waiting on the doorstep , his Town Car waiting on the curb . Diane answers the door expecting to find Caroline 's driver , she 's confused to find .Diane is speechless . This is a first .Charles hates waiting .

Tyler chaining up his bike . His cellphone rings . He checks it . Knows what it 's regarding before he answers .

Charles and Caroline in the back seat . She 's on one side , with her pink back pack , he 's on the other .

Tyler rounding a corner .He looks at his daughter . She looks back at him , then looks out the window . Tyler considers .Tyler hangs up and joins the herds of suits heading down the street .

Tyler riding in a handsome marble and oak elevator with a half - dozen EXECUTIVE types . Tyler steps on and presses the number 92 . The doors close .

Tyler walks , approaches the Receptionist from the ashtray incident . He smiles pleasantly . She does n't .Tyler heads down the hall . The Receptionist rolls her eyes .

Tyler steps into his father 's empty office . It 's dark , quiet . He opens the blinds . Sunlight fills the room . Tyler walks around the office . Picking things up , putting them back . Tyler sits at his father 's desk in his executive chair . He leans back . Puts his feet up and his hands behind his head . Tyler notices the COMPUTER . He turns on the monitor and puts his hand on the mouse - but does n't move it . His hand just stops and stays perfectly still . Tyler stares at the monitor where his dad 's SCREEN SAVER is scrolling through PHOTOS . These photos are all of his FAMILY . `` Michael 's first Christmas , Tyler 's eighth birthday , Diane in the hospital with Caroline in a pink blanket , Charles and his kids build a sand castle at the shore '' . they just keep going . Tyler finds himself watching a slide show of his life .

That line of luxury cars dropping their daughters off . Charles ' Town car rolls to a stop . Caroline gives him a kiss on the cheek . It registers , sort of . She gets out . Charles watches her all the way into the school . His DRIVER sees him watching Caroline in the rear view mirror . Charles gives the Driver a look `` you 're waiting for an invite ? '' The Driver peels out .

Ally has made a mess making french toast . Aidan is yakking on his phone .

Charles in traffic . All around him DRIVERS curse , honk , hate each other . Charles rides , not letting it bug him .

Caroline drawing at her desk as her Teacher comes in and gets ready to start the day .

Tyler is still watching the screen saver when Janine enters .Janine walks around the desk in time to see a photo of Tyler and Michael naked in the tub pop up . She smiles .Tyler smiles . Janine smiles , Then a photo of Michael comes up . Those smiles fade . Silence .Tyler stands and looks out one of the floor - to - ceiling windows separated by columns . He stares out at mid town and a perfect blue sky . Janine looks befuddled .A silent moment passes . Janine reflecting .Tyler looks at her , his face easy .

Caroline 's Teacher writes the date on the board as Caroline sits quietly doodling . The teacher looks her way .WIDE SHOT of the blackboard . It 's unmistakable :

We 're now looking at Tyler from just outside Charles ' office window and we 're PULLING BACK . Until we see Tyler framed in the window surrounded by eerily familiar grey metal siding . Until we see can barely see Tyler and the base of a giant white antenna . Until we can no longer see Tyler as he 's disappeared into the composite of the building and we 've pulled back far enough to reveal that Tyler is standing in a window on the . 92nd Floor of The North Tower of the World Trade Center . A moment of still perfect silence . The Towers . The blue sky . Then we hear the faint sound of AA Flight 11 's ENGINES as it closes in on the North Tower . CUT TO BLACK . Silence . Darkness . We wait in it .

Charles Roth steps out of his car . His gaze fixed skyward . All around him the other DRIVERS mimic his behavior .

Diane sweeping cigarette butts off the stoop .Diane joins a group of ONLOOKERS staring up from a street corner in Brooklyn where the black smoke stains the blue sky . One of them has a radio to his ear .Diane staring at it .

Craig , through a LONG LENS standing by his car with the door open . He is , crystal clear , barking orders , while waves of blue and slashes of orange float around him .

Aidan and Ally absolutely frantic on the roof . Holding hands . Craning to see . Ash begins to float down on them . It gets caught in Ally 's hair .

A door flies open . Caroline runs out into the empty hall , to the exit .

THE PAPER , so much of it , all of it singed , smoke - stained , falling like snow flakes coating the streets and the sidewalks . Amongst the memos and faxes that will now never be sent and never received we find . TYLER 'S JOURNAL .

A light rain falls . Two TOMBSTONES stand side - by - side .Charles , Caroline , Diane and Les approach the tombstones . A family mourning . Diane slips her hand through Charles ' elbow . The gesture seems quite natural , easy .

We find Ally , with a ROOMMATE , putting up lively , Indian Print curtains in their NYU dorm .

Caroline literally dragging Charles into the ROSE BUILDING AT LINCOLN CENTER , while he yells into his cell phone .Caroline has come to the end of her rope with her dad . She grabs his phone and throws it into the fountain , spins on her heel and marches into the auditorium . Charles is completely thunderstruck .He is torn between his phone and his daughter for a sec , chooses Caroline and takes off after her . then comes running out by himself to rescue his phone .

Craig is wearing a jacket and tie . He 's on a date with a pretty WOMAN . In his confusion over the menu , he knocks over a glass of water .

A chaotic place , filled with folk who need help . Diane at a desk , organizing families .

Aidan actually awake in class . He has a tattoo on his forearm . `` Tyler '' .

Ally , we find her as we first found her mother , silhouetted against the Lower Manhattan skyline where two beams of purple light reach up forever where the Towers once stood .Her train pulls into the station . Ally boards with a few other commuters . She takes a seat by herself across from . A MOM and A TODDLER , a little girl . The baby is squirming impossibly , the mom looks exhausted . Ally watches them , remembers him , as the faintest hint of a smile crosses her lips the subway lights flicker and we . CUT TO BLACK .

We are moving through a thicket of skyscrapers . In the dim light we see one building , then its reflection against another building . We swoop past the Empire State Building lit in Christmas red and green , catch a glimpse of the Christmas tree in Rockefeller Center . On screen we see : NEW YORK CITY DECEMBER 15 1999 . High atop a tall glass building we find another Christmas tree . We close on the Thief whose face is concealed behind a sleek black - visored helmet with night - vision goggles . From a pack , the Thief takes a climbing rope , clamps it with a carabiner around a post , then dials a distance into the special ratchet mechanism . The Thief steps to the edge and LEAPS over , plunging past the glass windows . After a terrifying free fall , suddenly the rope gears down smoothly , bringing the Thief to a stop at a window pane , a dizzying sixty floors above the street . Through the glass , we see a CORPORATE HEADQUARTERS . The Thief drills out bolts holding the window in place . Then one is stuck ! In a heartstopping move the Thief turns upside down , torques on the recalcitrant bolt ! Uhnnn ! It comes free ! The Thief replaces the existing bolts with custom bolts buffered with rollers , pries at the window corners and pops the pane free . Then the Thief rolls the pane onto the rollers , leaving just enough room to slip into .

The Board of Directors Suite of a large multinational corporation , dominated by an obsidian table ringed with leather chairs . An Alarm Box softly pulses . The Thief points a Remote at the alarm . The Remote runs possible codes at speed on display panel , until the right one stops . The Thief clicks the Remote . Off . The kind of art that gilds greed with taste lines the walls . Ignoring it , the Thief picks up a VASE OF LILIES and carries it across the room to a side table by the window . The Thief carefully tilts the stems so that the lilies hang over the lip of the vase , away from the window , then exits the Board Room .

A Lichtenstein , some plants , a large map of the world with tiny red lights indicating branch offices around the world . A Christmas tree with some uniformly wrapped presents carefully arranged beneath it . Keeping an eye on a set of double glass entry doors , the Thief pauses behind a Henry Moore sculpture . Through the doors we see a desk where sits a SECURITY GUARD , his back to us .

The Security Guard reads and half - watches the Monitors . On one we see the Reception Area and the vaguest shadow of the Thief . The Guard looks at his book , the Thief begins to move . The Guard glances back at the Monitor , the Thief jumps back . Then the Guard returns to the book . On the Monitor the Thief darts across the room and into a door .

Which is a bathroom . Hmmm . But that is exactly where the Thief wants to be . Out of the backpack the Thief takes a small drill and begins to make a hole high on the wall .

Above the Security Guard , the drill pierces the wall , leaving just a dusting of sheetrock on the floor .

The Thief feeds a tiny tube up to the edge of the just - drilled hole . Turns a valve on a small canister .

From a distant perspective we see the shadowy Thief exit the bathroom as the Security Guard puts his head down on the desk . The Thief enters another room off the Reception area - the Chairman 's Office .

Pictures of the Chairman with politicians and celebrities line one wall . Across from the desk , a Jasper Johns map of the United States . Above the desk , a SMALL PAINTING in an old gilt frame . A REMBRANDT . The pride of the collection , a nude woman reading a letter . The Thief takes out a small periscope mirror and some right angled cutters . Carefully slides the mirror behind the painting , manipulates the mirror with one hand , the cutters with another . Finds the alarm . Snips it . Moving quickly now . The Thief rolls the canvas in acid - free paper . Takes a cylindrical tube from the backpack , pulls out another Canvas , fits it carefully into the stolen painting 's now - empty frame . The Thief stares at it through the opaque helmet visor . Approves . Slips the rolled - up stolen canvas into the empty tube . Leaves . Before we follow the thief , we linger to see the replacement canvas . ELVIS . On black velvet .

With the Thief now , out the reception area and into the hall , where the drugged guard sleeps , to a Mail Chute built into the wall . As the Thief opens the chute we hold on the last line of a mailing label : KUALA LUMPUR , MALAYSIA . The Thief pops the labeled tube down the chute .

The Thief disappears out the open window . The window closes , becoming .

Another window , in which we see reflected the lens of a telescope and , in that lens , the image of the office where the thief has just been . A silhouetted FIGURE is looking through the telescope . Through the scope 's lens . Close detail of the Office where the thief had been . We see light fall into the room as the Figure exits a door and softly closes it . The Image lightens and DISSOLVES INTO :

The Board Suite on VIDEO , daytime , with COPS and INVESTIGATORS combing the crime scene . The Security Guard being interviewed , lots of activity .

The video plays live on a large monitor in a big bullpen of a room , all Herman Miller partitions and work stations butted together , row upon row of them . This is where the world 's biggest insurance companies track down major theft losses . FOUR TECHNICIANS work at computer monitors , calling up security plans , art data , details on possible suspects . HECTOR CRUZ enters , crisp , professional , an ex - FBI man who thinks he 's smarter than anybody else , and is almost right . Cruz glances at the cops working in the Board Suite , knows they 'll never figure this out .Another Technician manipulates computer representations of the system on screen .The other Technician scrolls faces on his screen .Cruz turns to the Third Technician .This does not make Cruz happy .Cruz walks away before he can hear the rest .

If the Rembrandt were lying on the table, they'd toss their donuts on it.

We're checking airline and immigration records against known aliases.

Perhaps you could find time - in your busy personal life - to figure out how the Lone Ranger broke through our best system.

If he's Spiderman. This was sixty stories up. Those windows are smart glass. 400 pounds a pop.

I do n't buy it. MacDougal's a Frank Sinatra kind of guy. Besides, every art thief from Oslo to Copenhagen imitates his m.o.

All right. I'll get in touch with London and Geneva, get Europol and the ALR on it.

In case it slipped your mind - this guy's the best thief in the world. And he's never, ever been caught.

Check in every day. I want to know everything. God is in the details. Hello?

This guy can charm the chrome off a trailer hitch. But get in his way - you'll end up a grease spot on the highway.

So be careful. I'd never find anyone as good as you for your salary.

I'm filled with confidence. Remember, this guy has more moves than a black cat in a graveyard. Do n't roll your hole card till you see what he's holding.

I believe we agreed on a simple feedback loop. You call me? Check in?

Field men who do n't check in - they end up pushing papers or pushing daisies.

In Vegas they call that the slow surrender of resolve to desperate hope. You win a dollar, you lose five trying to win another one.

Do I want to nail him? Every night I dream of catching him and every morning I wake up pissed off I have n't.

So listen to me. You've done a great job. I never thought you'd get him, but you did. I'll give you the raise we had to put off.

You would n't be thinking about leaving the reservation, would you?

I smell something and it's not roses. Look, get me a list of every piece of valuable art in this building, every painting, every statue, every safe deposit box. And you better have your SWAT team stand by.

I know you, MacDougal. I do n't know what it is, but you've done something.

One of dozens of identical work stations . VIRGINIA BAKER , early thirties , sits at the work station where she spends most of her life . She 's dressed in typical no - nonsense insurance attire . Cruz peers over the partition .She pulls up security schematics , technical specs .Cruz has an easy , ironic demeanor that hides a steel will . There 's something eerie about him : he seems to be right inside Gin 's head .He gestures at the video feed of the crime scene .She looks up at the live feed on the monitor and clicks the remote as she murmurs something in Chinese .She manipulates the camera , zooming in on the Vase of lilies by the window . All the flowers are tilted in one direction : away from the window .Cruz is with her now .He fishes in his pocket for more money . She hits the remote , changing the monitor to :

What if he drilled out the existing bolts, replaced them with custom - fit rollers - rolled the window aside?

Put the bolts on that window under a scope. I'm betting you'll find wrench scratches on them.

Someone who could get close to him. Win his trust. Catch him in the act.

Twenty percent. You know what they say about a fool and his money.

We share an interest in Chinese art - the kind you do n't buy at auctions.

Of course I passed. And then I get back and my luggage's been stolen!

Currently at the Imperial Gallery in Blenheim Palace, on its first and only visit outside China.

I believe you have a Qing vase for me. Two hundred thousand pounds.

I'm not your dear! You arrogant bastard! You do n't have any idea how lucky you are!

I like your face when you do that. It's like this house. You think it hides who you are, but it does exactly the opposite.

I do n't care what you do with your damn willy! Just do n't worry about me! I'll be there!

We parlay the Mask into some big job, roll up MacDougal, his fences, everything.

Do you want to sound smart on the office tape or do you want to nail the bastard?

So I'll recognize you. Would n't want to go home with the wrong man by mistake.

Some homework for you. There's food in the fridge. Briefing at six. Do n't be late.

I need the rest tomorrow. It has to be tomorrow. Or forget the Mask.

Here. The Headquarters of the World Bank in Washington, D.C. From the World Bank -

Hackproof, firewalled, dedicated lines to computers in its branch offices around the world. Sydney, Tokyo, Geneva, London and - Kuala Lumpur. The only access is in the control room in Washington or in the totally secure computer in the branch office.

And I have n't even got to the sexiest part yet. That computer is on the 86th floor of this tower. Every floor above 75 is accessible only through tight security. The final vault can be entered only with a randomly changed key code that is unbreakable. Only one man has free access.

Now thanks to our friend the Millennium Bug the World Bank ca n't risk chaos tomorrow night when the computers switch over to the year 2000. So they're going to run integrity tests.

just before midnight local time they're going to shut down the main frame in each zone for thirty seconds -

While they're running the test programs, every financial institution plugged into the main frame is out of commission.

I spent five years at Webber Insurance - five years tied down, cooped up -

To steal all the confirmation codes I put on this. It tells the World Bank computer to transfer a few million dollars from hundreds of accounts all over Southeast Asia - into my account.

Right. Total : Eight Billion and change. Laundered so clean even the Mafia could n't find it. It will be months before they even figure out it's missing.

And could you do an errand for me, dear? Put this up on top of the north tower, pointed at the south one?

I've already put up its twin on the roof of a building near the World Bank in D.C.. The Bank's computer gets its time from the Atomic Clock in Denver by guess what? Microwave.

I need thirty seconds to connect my laptop to the computer and hook up Enya. And I need ten seconds to download our money before the other banks start using the computer again.

Because he's MacDougal. He can smell mold on cheese a mile away.

Now listen buddy. You just nearly hurt a very good friend of mine. Now if you do n't want me to hurt a very good friend of yours you'll just get out right now and walk away as fast as you can. Capeesh?

The Auction House is filled with buyers .Paintings on the block . We recognize our REMBRANDT .She hits a button . The view SNAPS to tight resolution . The image of ROBERT MACDOUGAL , 60 : tall , wide shoulders , the build of an ex - sailor and the elegance of a diplomat . Between him and Cruz is some ancient enmity .He says the name like Ahab when talking about Moby Dick .She hits the remote again , back to the crime scene . The image of Elvis in the Rembrandt frame appears .But it 's better than anything else he has , so he reaches for the phone .She begins to smile .She crosses her very long legs . Cruz thinks . Hmm . Maybe she does have something extra . Cruz puts the phone down .Of course .She 's trying to listen , but the fact that he 's going to let her do this fills her with unquenchable enthusiasm .He walks away . She stands up in her carrel , looks around at the narrow confines of her life , at the identical cookie - cutter work stations surrounding her . She slides the keyboard into the drawer with a soft thwatch of finality . She whoops with joy , which plays over -

SMASH CUT to Gin , finishing her yell in the bow of a large speed boat in the middle of the Thames . The wind is in her face , London before her in all its glory . She 's out of the office . On the case . On her own !

A black London cab stops in front of the famous auction house . Nervous , Gin gets out , fumbles with her change , drops some on the street . She approaches the sliding glass doors , takes a deep shaky breath , pulls herself together . She enters the building . The glass doors close behind them . On the doors is etched the Sotheby name .

Beneath a banner announcing `` The Summerfield Collection - Treasures of Ancient China '' , an AUCTIONEER takes bids from an international big - money crowd , including a formidable Chinese WOMAN with a dog , and Robert MacDougal . He 's bidding on a 6th Century temple scroll .Not even turning around , he subtly ups the bid .Mac turns very slowly , sees Gin , acknowledges nothing . He turns back and raises his Chinese rival again .And now he turns and looks straight into her eyes .Mac turns to see the Chinese woman flushed with victory . He stares for a long moment , a philosophical veneer almost masking his anger . Then he stands up .Gin 's smile fades .Mac is gone .

More than a billion people speak Chinese. So do n't be too impressed with yourself. As for that scroll, I can resell it for double. In 30 minutes.

Are you a confederate of my adversaries? Or are you merely stupid?

He's late. And I have a few things to do this afternoon, or did it slip your mind?

Looks like they took down our Christmas tree a little early this year.

It's amazing what's getting stolen these days. Your bags. That Rembrandt.

Only the most valuable painting stolen in years. If you do n't keep up on the trade gossip, you miss all the jokes.

Speaking of art, was n't there something you wanted to discuss with me?

Surely you do n't want to go back to that room, do you? After all this?

If it would make you feel any better, you can sleep here if you like.

Jade, rubies, gold and carved rhinoceros horn. Very politically incorrect.

My dear girl, if I tell you I'll be there, I'll be there. I'm never late. If I'm late, I'm dead.

If I ca n't trust you to pick up a simple vase, how can I trust you with the most valuable piece of Chinese art in the world?

Go into that warehouse right there. Ask for Haas. It's 200,000 pounds. You can pay with this.

The complete plans to Blenheim Palace - security system, everything.

That's four thousand for the top, six thousand for the bumpers, God knows how much for the body work, you have to go to art school to work on one of these -

When you were dealing with the wreck of your rental car, I did a little job. Four prototype copper super chips, value, five million each. Come on, get in.

Your bag is in Hotel Security. One of those chips is inside. An anonymous phone call from me, your rental car at the crime scene, it's not a pretty picture.

No. Entrapment is what cops do to robbers. Blackmail is what robbers do to schmucks.

Perhaps I have a more optimistic view of human nature than you do.

- to cut through eight inches of concrete or three inches of steel door -

- remove the marble floor, all without exceeding three decibels of noise level -

Then we have six minutes before the guard checks the Mask Room -

Which you hope you have. And then get back out through the same security system. Still without making a bloody sound.

A week. We'll need every single day. We'll got that party for a final recce.

The first Duke dug a tunnel as an escape route - just in case. They made the lake a hundred years later. Flooded the tunnel.

Precisely. I steal the Mask, you get a finders fee. At ten percent, that should be worth two or three million. Not too bad.

This is n't some Rocky Mountain print you steal from a Burger King, my dear.

Look, you're a smart girl, but you're an amateur. Whoever stole that Rembrandt was a professional, not some wee slip of a girl. So let's not kid each other.

You're too easily impressed with yourself. I believe I've mentioned that before.

decibel meter. comm kits. lasers with magic arms. got the IR/Thermo camera?

We might not want to cash in our chips just yet. She has another job after this one.

I need you to get one more thing for me. A dress, elegant but sexy. I'd say she's a size six who wears a size four. Maybe a Chanel.

Unless physical labor is beneath you, there are more boxes in the kitchen.

Get bloody well back! We only have four seconds for the concrete!

And where's the air bag? That's on five, or did you forget five comes after four?

And nine - move it, move it! - ten - get the air! Okay, stop. Stop! Am I supposed to hammer this with my willy?

I just meant to say, if you ca n't do it in practice, you ca n't do it for real.

It's by some Italian. Supposed to be very trendy. I thought with your hair, the color -

What would it be like to jump off? Would you burst like a melon on the rocks, or would you just fly away?

Go get a drink. I'll look over the security guard check points, meet you back here.

It would be rude to leave without paying a visit to the guest of honor.

It's on. Something always goes wrong. At least we know going in what it is.

We all get the shakes. Deep breath now. In through the nose. Out through the mouth.

Okay, think of a beach, palm trees swaying in the wind, the gentle sound of the surf. Think of nothing.

You work for Hector Cruz at Webber Insurance. You're a bloody cop.

So you're playing both sides of the street. Keep the Mask, turn me in.

To be fair, it's your plan, you should get at least 30 per cent -

What can you do with six billion dollars you ca n't do with four?

It's not just art. Dear boy. It's history. Something you Americans do n't care about - because you have n't got any.

It's a bank job that's all I know. You've got to have faith Thibs.

Did you ever wish - you could trade all your secrets - straight up, with someone? Just once?

The thirty seconds is coming from the integrity checks, where do the ten seconds come from?

Your life - it's all ahead of you. This is my life. It's all I've got.

I say you get rid of Boy Wonder really fast before our New Year goes bang. Now listen fast.

In the old days, banks had stacks of gold bullion, safety deposit boxes chock with jewels, huge bundles of cash. Stuff you could get your hands on. Now they've taken all the fun out of it. There's no loot.

This chute only works in the updraft! With two of us we'd drop like a stone!

Meet me tomorrow morning, six - thirty, at the Tonga tube station.

Gentlemen, I know you've heard this before, but you're making a terrible mistake.

Virginia Baker, you're under arrest for grand larceny. Anything you say may be taken down in evidence -

Special Agent Aaron Thibadeaux. The cop I work for every now and then. Catching thieves - the really good ones. Like you.

I gave them Greene, the Rembrandt, the Mask, and the full seven billion.

Passport, visa, ticket on the Eastern end Orient Express to Bangkok. From there - anywhere.

Everything you wanted - you'll have it. Be that swallow. Fly away, Kid. Just fly away.

A STRING TRIO of middle - aged women plays Christmas carols . We see trays of triangle sandwiches and scones with clotted cream . Very civilized . Mac is having tea with ROMY GORIOT , an elegant , cynical European woman in her mid - forties . Mac puts away some photographs we ca n't quite see .Mac smiles at her , holds out his hand to take hers , as if they were talking about something entirely different .Romy smiles flirtatiously , holds out her hand for a sensual touch . When they remove their hands something is in Mac 's . A high - tech card . He glances at it . The card is his photo with horned - rim glasses .She sets a glasses case on the table .He glances at the clock , stands up , casually picks up the glasses case .Romy scans the room , then sees who she 's looking for .Gin appears at their table .Gin holds out her hand to Mac .Romy gives Gin the once - over as only another woman can .She says it with an intimation of intimacy , then leaves . Mac glances at his watch , looks for the waiter .Gin 's chance is slipping away .He looks her over , makes a quick decision .He signs the bill .He gets up and without a word , leaves .

My darling, they guard them like the Crown Jewels. It's all techno - security - frighteningly efficient things I can not even pronounce. I can get you in, but only God can get you out.

Do n't be in such a rush. I told you there was someone I want you to meet.

I'm sure you two will find each other fascinating. Now if you will excuse me.

Lines of Rolls Royces and Mercedes . The parking attendant pulls up next to Gin in a small Ford . Mac emerges in full stride , heads for the driver 's side .Gin 's a little embarrassed .A little flustered , Gin slips into the passenger seat .Mac puts the car in gear .Mac drives away .

Mac driving in silence . Gin stealing glances at him .Suddenly and smoothly , he reaches down and grabs her bag .One eye on the road , he begins to rummage . We approach a large MODERN BUILDING with a CHRISTMAS TREE in front . A police kiosk guards the entrance .She snatches the bag away from him , he grabs it back , the car swerves and crashes violently into the Christmas tree ! The tree falls across the street .

Mac and Gin get out of the car . She goes to inspect the damage and we go with her . She stares at the dented car , then looks up to see Mac walking away toward the building .Bystanders gather around . So does the cop from the kiosk .A crowd has begun to gather around the fallen Christmas tree . Traffic backs up . Horns sound . In the b.g. Mac strides toward the modern building . We hear a police siren , coming towards us .

As Mac enters the building , he clips on a the high - tech i.d. badge Romy gave him . Slips on the horn - rimmed glasses . Does look a little like Clark Kent .

Mac approaches a security desk where a GUARD sits next to a large TV screen . On the walls are blowups of computer chips and large photographs of the production process . Mac slips his i.d. card into the reader . We see his photograph . CLEARED . The Guard glances at Mac , then at the screen , then at the hubbub outside around the fallen tree .The Guard pushes a buzzer . Mac goes inside .

A wrecker winches the Christmas tree out of the road . A policewoman has just asked an exasperated Gin to count backwards by twos .Her cell phone rings .

Cruz is in his office , a big photograph of Mac on the wall behind him .Gin sticks her finger toward her nose , fumbles a little with the phone . This does not impress the policewoman .To Gin 's dismay , the policewoman pulls out a Breathalyzer . Covering the mouthpiece , Gin protests to the policewoman .She breathes into the tube . Suddenly we hear ALARMS from inside the Komitsu building ! AHOOGAH ! AHOOGAH ! The police leave Gin and rush toward the building .ALARMS screech ! In the b.g. a panicky crowd of employees flee the building ! We hear screaming , yelling .In the b.g. Gin sees Mac exit as the police battle past him to get inside .She clicks off the phone . As a frazzled Gin stares at the crowd , she sees Mac get into a cab and drive away .

Gin enters her dingy , corporate rate room , a complete contract to the exuberant girl we saw arrive on the Thames . It 's been a bad day . She stops , surprised . Looks around the room . No luggage . Nothing . Checks the number on her key .

Wearing reading glasses , Mac sits quietly reading an art book . There 's a loud pounding on his door . Carrying his art book , Mac comes to the door , opens it for Gin .She enters , paces , still upset .He pours some whiskey .She takes a sip . Ahh . Still flustered , she reaches into her bag , trying to make the transition to business .There 's a pirate 's smile on his face . Gin thinks she gets it . Okay , here it comes . The usual pass . She puts her folder back into the bag .He looks into her eyes . She is quite beautiful .She means him . She smiles , very close now .She 's turning on all the charm now .Nightmare ! Embarrassed , Gin closes her mouth , runs her tongue over her teeth . Mac heads for the bedroom door , not entirely hiding that pirate smile .He shuts the door . She checks herself in the mirror . Suddenly the bedroom door bursts open ! Out comes Mac , his jacket on .Desperate , she pulls a photo out of her bag .He 's already opened the door , but he turns .Mac thinks for a moment . Makes another quick decision .He 's really leaving now .And he 's gone .

Mac 's Jaguar drives up to the market . Gin is incredulous .It 's a challenge . It only takes her a moment to decide .He hands her a credit card . Gin takes it , gets out of the car . He hands her a cellular phone .

Gin passes through the crowds of vendors and customers and enters the warehouse . By the door are parked a Jeep Cherokee and a large Triumph motorcycle .

Filled with architectural scavenging . A large sinister MAN -LRB- QUINN -RRB- moves a mantel away from the entrance .Quinn looks blank , a little menacing .Quinn stares at her as she goes .

Approaching Mac 's car is A MAN passing out leaflets and wearing a sandwich board reading `` Repent , the Millennium is at Hand '' . And then , `` 13 Days until the End of the World '' . The 13 is scrawled on a sheet of paper tacked to the sign . In HAAS ' office . A few MOUSE TRAPS on the floor , some antique letter openers and knives on the desk . In contrast to Quinn , HAAS is small and feral .He pulls out the vase from beneath the desk , hands it to her .The phone rings .Gin turns away from Haas .She puts her hand in the case , pulls out a film canister .Fumbling with one hand and just a little pissed , she pulls the card out of her purse . Haas stares at the card as if it 's roadkill .The tension makes her smile . And that infuriates Haas . he rips an antique knife out of its scabbard .We 're back on Mac , who 's still on his cell phone .Haas has stuck his knife under Gin 's chin . She can barely talk .He sticks it even more , forcing her up on her tiptoes . The hand holding the phone drops to her side .But the phone is at Gin 's side . She ca n't hear him . The Millennium Man walks up to Mac 's car , spewing fire and brimstone . Mac rolls the window up , sets down the phone , turns to the back seat to get a briefcase .Mac has the case with the money in it in his hand . Talks again into the phone .But no one hears . Holding the knife under her chin , Haas looks down into the bag .He means it . As he looks through her bag she swings the vase and SMASHES it against the side of his hand ! Over the phone , Mac hears the crash ! Snaps to , alert !But his voice comes out of a phone lying on the floor next to Haas 's inert body .

I know it's a credit card. What do you think this is, fucking Harrod's?

Ever see one of these? It's a Gurkha knife. You're not meant to put it back without drawing blood.

Carrying her bag and grasping the film case in her hand , Gin runs down the back stairs ! Quinn charges at her , blocking the way out the front , where Mac is . She heads into a narrow concrete passage ! Quinn is right behind her , implacable , scary , a half smile on his face like he is enjoying this . She runs up some concrete steps , hits a padlocked gate , covered over the top with a mesh screen . She shakes it like a caged animal . And here comes Quinn , honing in on her ! She scrambles up , kicks upward at the wire cage above the gate , knocks it off ! Just as Quinn reaches the gate , she lurches over , falls down on top of a parked car . Thump ! Jumps onto the top of another car . Thud ! Then runs toward the market !

Gin runs down one row of stalls and up another . It 's a maze . Quinn is right behind her . She scrambles over a huge mound of onions , leaps down into another stall . But Quinn keeps coming . She runs down an alley . Turns a corner . Dead end ! Quinn is right behind her ! She scrambles up a fence , but he kicks the supporting post out , and the fence collapses ! She struggles to her feet , runs over the fallen fence . Quinn throws it out of the way and keeps after her . She 's in a maze of pillars now , dodging from one to another . Out of breath , she pauses behind a pillar . No Quinn . Trains rattle overhead . Traffic speeds by on the other side of an impassable partition . Getting her breath , she darts out again , but Quinn is right there ! He grabs her roughly , steers her into an empty stall . Quinn pulls out a scary looking knife . This ca n't be happening . Not in the middle of a public market . But it is . No one is paying any attention . Quinn readies the knife .His evil grin . Gin looks over his shoulder .But he turns and BAM ! Mac has driven up in the car , holds out his fist , smashes Quinn in the kidneys ! Quinn goes down ! Gin jumps into the car . Quinn struggles to his feet . Still without getting out of the car , Mac jams his elbow into Quinn 's stomach ! Mac pulls away , but he can barely drive faster than a walk . It 's claustrophobic and scary . All these people are in the way ! And here comes Quinn , through the crowd , implacable fury on his face . He leaps forward and stabs at the canvas roof with his knife . RIP ! The blade slices through the roof ! Right by Gin 's head ! Gin screams ! Mac swerves the Jag !Quinn cuts around behind the stalls . Speeding up , Mac drives right down the fish aisle . Suddenly Quinn appears right in front of them , wielding a pipe from some scaffolding . Crash ! He smashes the tail light ! CRASH ! He smashes the side window ! They 're trapped in the damn car ! Mac spots an opening in the crowd , steps on the accelerator and pulls away from Quinn .She displays a small canister in her hand .The Jag bounces over the pavers in front of Haas 's warehouse , back where they started .At that moment Haas emerges from the warehouse , blood on his face , pistol in hand . BANG ! He fires at the car . Gin screams . People in the market hurl themselves to the ground , all except the Millennium Man . Mac throws the Jag into reverse and swerves into a tight turn . Screech ! The car narrowly misses the Millennium Man , whose leaflets go flying . Mac guns into the carpark . Haas jumps into the Grand Cherokee . Quinn lowers the barriers . Mac 's trapped ! Mac swerves through the carpark , a maze of pillars crisscrossed by overpasses . Haas races behind him in the Cherokee . And then so does Quinn , on the motorbike ! The Grand Cherokee and the motorcycle are right behind them ! Mac is corralled ! Hemmed in ! He races into a warehouse . Ahead we see the STEEL DOORS coming down . Mac guns the Jaguar toward the doorway .Mac races for the narrowing opening !Mac tears under the closing steel door ! It RIPS the top off the Jaguar ! Gin raises her head , the wind now in her face .Quinn slides the bike on its side , squeezes under the closing gate and stays on their tail .He races down a narrow street , then swings the Jag to the right . WHOA ! He screeches to a stop . The road dead - ends into a modern building .He throws the car into reverse . Mac races forward , confronted by a Truck pulling out of an alley . Mac slams on brakes ! Gin is thrown forward .Gin sits back up again .

Gin is thrown from side to side as the Jaguar races on .Zooom ! Down a narrow street , just wide enough for a single vehicle . Mac sees a delivery truck being unloaded by a forklift , dead ahead !The Jaguar does a 270 degree spin and heads down another street , the Grand Cherokee suddenly right behind them again !Mac screeches faster past the Prison Museum , then bursts out into a larger street which leads down into a tunnel . The motorcycle and Cherokee are right behind them ! Mac is caught between two slow moving vehicles , unable to pass them . He 's helpless to prevent Haas pulling alongside them . Haas ' window rolls down . His gun is pointed directly at Gin 's head . There 's only one way out ! Mac swerves to the right and heads down the tunnel the wrong way !

Mac is in the tunnel , weaving through the incoming traffic from one lane to the other ! It 's incredibly dangerous .Then we race around a bend and there , coming right at us , are two huge semis , side by side . Mac 's face falls .Steam brakes scream , horns shriek ! Mac hits his brakes , hard ! The huge trucks fill the screen , thirty tons of angry chrome and steel , coming right at them !

Haas and Quinn listen to the panicked horn , the squealing of brakes . Haas grins .Boom ! Suddenly we see Mac blowing out of the tunnel at 60 m.p.h. , IN REVERSE ! He jerks the wheel to the left , throwing the Jag dead into the motorbike ! It bounces off Haas 's Grand Cherokee and back into the roadway . Haas bangs on the door , trying to get it open , but it 's banged shut . Quinn jumps out to recover the bike from the road but then the huge trucks emerge from the tunnel and smash over the bike , crushing it !

The Jag pulls up . Mac and Gin get out . Mac gives one last look at his battered car as he opens the trunk .He pulls a valise out of the trunk .They head inside .

They emerge up some concrete steps onto the roof . Saint Paul 's is spread out beneath them .He turns her toward a helicopter waiting on a pad . As they walk toward it she opens the valise .She checks out the valise , astonishment on her face .She gets in the helicopter .The rotors are turning fast now .Off Gin 's look , Mac lifts the stick up . The helicopter plunges off the top of the building , gains airspeed , and flies away .

The long steady vibration has put Gin to sleep . Mac nudges her awake . She looks around , eyes barely open , still half asleep . He gestures down at the ground . She looks , and then her eyes open wide . It is . dramatic .

Deer running across a heath , crumbling stone walls , and then a stunningly beautiful small castle , walls glowing lavender in the twilight , set next to a coal gray loch rimmed with mountains wreathed in a purple haze . It is so hauntingly lonely , that Gin is speechless .

The helicopter in the b.g. , Mac and Gin walk up to the castle . Like its owner , the house is craggy and forbidding on the outside . Mac turns the knob and walks in . No key , no code , no nothing .

They enter what was once a baronial hall . Warm stone walls glowing golden in firelight from a walk - in stone fireplace . An eclectic mixture of contemporary and antique furnishings , nothing ostentatious , everything carefully selected for its uniqueness and comfort , all fitting together in harmony . On the walls are a few classic paintings . A Renoir . A Turner . A regimental banner from a Scottish regiment . Every item reveals a piece of Mac 's life and who he is . This is our first glimpse of the private man . Gin lingers , looking at everything , overwhelmed by this amazing place .

He sets her bag down on the bed in a guest room decorated with neutral colors and lined with bookcases bulging with old books , all of which look read .He turns to go .She comes closer to him . She 's in the post - adrenaline buzz of an amazing day , the castle is incredibly romantic , and so is he .She 's vulnerable now , does n't even bring up that it was his fault she was in danger in the first place . He turns to go .She really is hard to resist .She 's being outrageous now , she ca n't help it .She 's beyond outrageous now .Oh boy . Mac does n't want to touch that with a ten - foot pole .The pouty little girl now . Nothing seems to be working .He leaves . She stands in the doorway , watching him go , totally unable to figure him out .

Mac is swimming in the gray early morning light . Gin watches Mac swim for a moment as she takes in the grounds : the stone walls , the hedgerows , the green lawn stretching down to the loch . Mac gets out , throws on a robe over his wetsuit .She pointedly looks at his wetsuit .He heads away .

A converted snooker room . Tools in the cue racks . A long table top with candlesticks . Specially designed hooks and bins for gear , large bulletin boards , various monitors and bits of electronic equipment . Mac stands next to a bulletin board covered with photographs of the castle and sets of plans , all marked up with red magic marker .He writes 12 sec on the plans .He writes 8 '' conc , 3 '' stl .He writes 3db .He writes 6 min on the board .He writes 20 cm on the plans .We expect him to say that is the craziest damn thing I ever heard . He pauses for a moment , as if trying to find words to express this . But he does n't .He stares at the plans , lost in thought .This is most definitely not her plan .He studies the drawings and the photographs , then points to a lake in front of the castle .He draws a line from the lake to the Palace .She does n't like that idea .He starts taking down the plans , the photographs , putting things away .He looks up at her . She has his attention now .What the hell ?Mac sits down at the end of the table and begins to put away some of the documents lying on it . Furious , Gin stares at him . He is so maddening and dismissive . Nothing she says is going to change his mind . She takes the table cloth runner , grasps it in her hands , and jerks it off the table ! Books , papers , candlesticks fly . Mac 's eyebrow goes up . You have my attention . She walks to the end of the room , takes the measure of the table , then runs toward it and BOOM ! BOOM ! Does two front handsprings ! Coming right at him ! Then does a full twisting layout vault ! Right over his head ! Lands on her feet behind him !She 's won him over .He gets up , makes a show of walking slowly and creakily over to the corner .He takes out a rolled - up canvas .He displays the familiar painting . Now it 's her turn to be shocked . And ours as well .Gin reaches for the Rembrandt .He studies the mailing label .He 's interested now .For the first time she 's caught him off - balance .She smiles sweetly at him .

A delivery van drives up . A TRADESMAN steps out . He 's mid - forties , black . Mac meets him at the door .He says it with just a bit too much deference .

Carrying a box , the Tradesman walks into the kitchen . This is THIBADEAUX , a Cajun who carries himself with authority . The Tradesman veneer did n't fit him too well : he 's too dangerous . Mac is there to meet him .Thibadeaux sets down the box .Mac opens the box , picks up some flat black miniature tools , handles them with expert ease .Mac checks off the tools . They look very cool .

What the hell did you do to that Jag? You have any idea what it cost?

You said small pneumatics, I got small pneumatics. Got to be an elf to use these.

In the van. That is bad shit. You do n't want to go mixing it with nothing else.

You're not the one trying to get all this shit. You think they've got a Crooks R Us on every corner?

That's what they all say, right before they disappear with the swag.

My Tina, she used to say, the dress makes the woman. And I'd tell her, no, baby, the woman makes the dress.

You did n't tell me only the women were supposed to dress like Chinks.

The damn mask, man, it's made of cotton candy. What if you break it? What if she is selling you a pig in a poke?

I did n't think I would see this baby again. Talk about plug ugly.

That's because we live in the future. Dear boy. Which is what's on my mind.

Faith is angels dancing on the head of a pin. I've got to have trust. You would n't be thinking of changing partners, would you? You change partners, you change the rules.

It does n't happen often, maybe never, but you nab the right one. You just hold on tight with all you've fucking got. And then you thank the good Lord for every minute you have.

What you said about the Mask. You said, art was what matters because it lasts. I thought about that - a lot. And you know something? It's bullshit. People do n't last. That's why they matter more than anything.

You're no good to me like this. Take a long vacation. Hell, forget that. I'm firing your ass.

Gin gets out of the loch onto a rock . Caught unaware , she looks incredibly beautiful .

Thibadeaux is watching her through the telescope . An idea , call it a suspicion , comes to him .Mac gives nothing away .He gets a good laugh out of this .That lies there for a moment . Beneath their toughness there 's some real connection between the two of them .But it 's not a place they like going .The `` was '' is the sad and operative word here .Meaning worth all the trouble women can be .Mac looks out to Gin .The job ? The girl ?And that is the nitty gritty , dead serious end to it .

Thibadeaux 's delivery van drives away . Getting out of the loch , Gin walks toward the house and catches just a glimpse of the van and its driver .

Her hair still wet from swimming , Gin stares at the furnishings and casually arranged mementos , the way a woman considers how a place is decorated to be a window into the owner 's soul . Mac enters , carrying a box of gear .He heads across the living room with the box . Her eyes go around the room , curious , taking in every detail .She comes to a realization .It 's his way of telling her to buzz off .She throws his line back at him .That box is getting heavy .There are vast Greenlands of buried emotion here .

Measuring precisely , Gin and Mac string red yarn into a maze in the living room . Mac runs blade det cord along a piece of concrete . Boom ! The det cord explodes . Mac checks a decibel meter . Mac checks the depth of the cut in the concrete with a ruler , makes some notes in his Notebook . Mac and Gin squat underneath some planks set on scaffolding five feet off the floor . Mac begins to chant , rhythmically , as he tapes strips of blade det cord over a square 18 '' on a side outlined on the wood with magic marker .Gin moves out of the way , but not fast enough for Mac .He stays after as they set up again .She bites her tongue . The maze of red yarn at complete . Some fruit cartons have been stacked in the middle , atop which rests a Halloween mask indicating the real Mask . Attached to the yarn are small bells , the kind that go on cat collars . Blindfolded , Gin tries to navigate through the yarn at Mac 's direction . He will be able to see it , but she can not .She moves her left arm , touches the yarn , the bell jingles .She pulls off her blindfold .She puts the blindfold back on , starts over . Under the planks again . Gin has the air bag in proper position this time .Gin yanks a valve and a mylar bag inflates slowly - too slowly - beneath them .She stares at him , fuming .They rip out small steel levers and mimic some action that looks like prying .They rotate off to the side . It 's evening . They 're jogging around the grounds . He runs briskly ahead , turns and motions to her .She jogs by him . For just an instant he takes a breath and guts it up . This is hard for him , but damned if he 'll let her see that . Nighttime . They 're around the table , with the remains of dinner , going over plans . Their heads are very close . She 's got her hair up in a bun , held in place with a pencil . She pulls out the pencil to make a mark on the plans , and her hair falls down . She 's concentrating , so she does n't notice her hair brush past his cheek , the touch and the smell right in his face . Early morning . They 're back under the planks .They wrestle the pneumatics in place - a ram powered by the slice pack .Gin 's had enough of his hectoring .He 's calm , conciliatory , realizing he 's pushed her too hard . The curtains are drawn in the hall . The fire burns . Dressed in a tight unitard , Gin moves through the maze of yarn . This time it 's like tai chi . Half - cat , half - ballerina , she negotiates the maze with consummate skill and grace . We see Mac watching her , knowing that blindfolded she ca n't see him . The way he watches is the pride of a mentor for his protege , but it 's much more . For the first time we see how this amazing , maddening girl is getting under his skin . And then she 's at the Mask case . She rips off her blindfold , pure joy on her face .Mac opens the curtains . Light falls into the room .He produces a box . He gestures at her . Open it . As she opens it , as any man would he tries to protect himself .There 's a beautiful dress inside .She holds it up to herself .She loves it . Given how hard he 's been on her through the training , she 's genuinely touched .There 's a held moment between them .He waves his hand - hardly necessary .She puts the box under her arm , gives him a big smile , and departs . On his face is the slightest trace of suspicion .

A small pub . A tiny post office and store . A phone call box . Gin leans the bicycle against the phone box .

Gin dials a number . High up in the box we notice a tiny microphone .

Cruz comes on the line . There 's an edge to his voice .She hangs up the phone . Cruz is not a man to trifle with , and he has n't finished .He slowly sets down the phone , lost in thought . CUT TO : Mac , another man not to be trifled with . He hangs up his own phone , his face scary and dead as the line .

On her bicycle , Gin passes a lonely country cottage . Suddenly she stops and stares at the cottage . Inside , on the ledge of the kitchen window , she sees a vase of beautiful roses . Ah ha .

The shadows are lengthening as Gin enters the Safehouse . There 's an empty feeling .She looks for him through the house , comes to a door that we have never seen opened . It 's half ajar . She opens it farther . A cold breeze makes her shiver .

She climbs up a narrow curving stone staircase . It 's shadowy , scary . This romantic castle has suddenly become Gothic and spooky .

She emerges on a battlement high above the loch .There 's no one there . The wind blows a chill into her bones . Suddenly a hand grasps her shoulder ! She starts in fear .We see his face , that matter of her phone call .Mac opens a box . Inside is an ice bucket with a bottle of champagne . His back to her , he pours them each a glass .He turns to face her , hands her a glass , looking at her like a butterfly he is about to pin .He seems to know everything . Really spooked now , she shakes her head .He leads her over to the battlements . Almost forces her to look over the edge . It 's a long way down .Her hand shakes as she drinks from the glass .She nods .She shakes her head , shivers again .His face is dark .She 's right by the edge . He 's behind her . Big , strong , menacing . He takes her champagne glass . She wonders : does he mean her ? He leans her over the battlement . There 's a long beat . He tosses first one glass , then the other , over the side . We watch them break on the rocks below .And he gives her his best smile .

Dressed in his tuxedo , Mac waits at the bottom of the stairs .The door opens at the top of the stairs and out she comes , wearing the dress . She looks truly beautiful . We watch him watch her come down the stairs .She takes out a rose that looks suspiciously like one of the roses from the farmhouse .She pins it on his lapel , very close to him . He can smell her perfume , her hair . She steps back , examines him .She smiles at him , not looking away . There are several ways to take that , most of which make him a bit self - conscious . Then he gives her a Masquerade mask .

We swoop in on the Palace in all its magnificence . Rolls Royces and Limousines drive over the bridge and disgorge their guests at the tent by the entry . Over the gates is draped a banner proclaiming THE MASK Two Thousand Years of Chinese Art .

Closer now . Guests getting out of cars . Gin and Mac sweep in with the rest of the crowd as security guards check names against a guest list . After their names are checked , the guests don their masks and enter . Mac nods and exchanges small talk with other guests . A BEAUTIFUL WOMAN recognizes Mac .There is history here . A lot .Lady Ashcroft gives Gin the full up - and - down .She leaves .

A great hall . Musicians in the balcony . Mac and Gin stroll in . We see a huge CLOCK against the back wall , one of those mechanical wonders where dogs dressed like humans rotate around , banging on gongs to announce the hour . It says 9:45 . Gin 's fidgety .She ca n't relax .She nods , walks away . He strolls into the crowd .

Mac examines a display of tin soldiers next to a security check - in box . Thibadeaux appears in a Chinese mandarin 's outfit . He 's agitated , worried about Gin catching them .Thibadeaux spots Gin coming up , disappears into the crowd .The music changes to something very danceable .She stares at him .

The music begins . Mac reaches out his hand to Gin . She 's had to overcome a lot to get here . Her fear , the incredible pressure of the job , his impossible behavior . But here she is , Cinderella at the Ball . She reaches out her hand to take his . And as she takes it time stops . For the first time they are truly touching , truly connected . They stare at each other . And then they take the floor , tentative at first like new lovers . He takes her in his arms and then , expecting nothing , he leads her into one combination , then another . She follows him effortlessly , her eyes never leaving his face , as if to say , is that all you 've got ? He takes her into more complicated moves , but she 's right there , in his arms , not missing a beat . Anyone looking would believe they were completely in love .She smiles , teasing him .We are absorbed in their absorption with each other . It 's as if the force between them clears a space around them . And then we see Thibadeaux watching them , watching intently , gauging just how close these two seem to have become . And he does n't like it . The other dancers disappear into a swirl of color and movement . We only see them now , and it 's hot and beautiful . They see only each other . Suddenly the clock strikes 10 . The little figures swing out and begin pounding the chimes . Dong . Dong . Dong . The reminder of time , of their job , makes her stumble .As the chimes continue , they stare at each other , the spell not quite broken . Neither expected this surge of feeling . Neither knows what to say . Mac offers her his arm .Meaning - the Mask . She nods and takes his arm .

We are strolling down a long hall with other couples going to see the Mask . The Gallery is just ahead , around that corner there 's a security guard 's clock and there 's . oh no ! Greeting them is a pair of GLASS DOORS .In front of them , on a special pedestal , covered with a dome of clear glass , is the MASK . The first time we have seen it for real . It is right there , so close . But Glass Doors ! Panicked , Gin hisses at Mac under her breath .As he talks , he kneels down to check his show , quickly peeling off a tiny silver disc with tape backing and leaving it in the center of a square of marble .And she does as they walk out through the very clear glass doors , the Mask gleaming in its case behind them .

CRANE DOWN from bridge as a car exits the now - quiet Palace and crosses to reveal a SMALL BLACK ZODIAC in which we find Mac and Gin , dressed in dark silver mylar thermal suits , diving bags carrying all their gear . They both have lights mounted on head bands .Mac pulls on his face mask , slides backwards into the black water . Gin follows behind him .

Mac swims through the murky water . Once he gets under the bridge he switches on his head lamp . Up ahead , in the dim light , we see a window covered with rusted bars . Mac pulls out his slice pack , turns on the valve , and begins to burn the bars .

They swim through the now - cut gate , toward us , shining their light through the dark dirty water . They enter a narrow tube , their feet disappear and then the light dims into blackness .

They emerge from the water . Gin leads as they belly crawl up a dank tunnel that narrows as they go . This is creepy , scary hard . We hear their breathing . Gin 's headlight picks out a reddish glint . Holy shit . A rat . She 's overcome with claustrophobic panic ! Her mouth goes dry at cotton . Her breath comes in gasps . She ca n't move . She can barely get the words out .She takes a breath , begins to crawl again .

They reach a rusted steel door . Mac pushes it in . An old shelving unit on the other side falls to the floor .

They make their way through the maze of a class foundation - hand - laid brick piers supporting thick cut beams , over which has been laid a wood sub - floor .

The party - goers are leaving . The clock hands jerk closer to midnight . It 's 11:58 .

They reach a chamber where all the piers and beams are reinforced steel , the floor solid concrete . We are beneath the Imperial Gallery . They move urgently now . Mac takes out a receiver , homes in on the signal from the mini - transmitter he taped to the floor . He measures out a certain distance one way as she measures the other . He carefully marks the square on the concrete , eighteen inches on a side . As they work Gin pops some bubble gum into her mouth .Gin hands Mac the blade det cord . Mac quickly squeezes it onto the concrete . Gin sets up the decibel meter .DONG ! goes the big clock chime and BOOM ! in perfect synch goes the first explosion .DONG ! Boom . We now see what they 've been practicing .DONG . Boom .DONG . Boom .DONG . As they jump back , Gin pops the valve on the mylar air bag . They stick levers into two of the holes . DONG .They pry the two sides . DONG .CRACK the concrete square falls onto the inflated air bag , revealing the marble square of the floor . DONG .They move the ram into position . DONG .Gin works the valve . BAM ! The ram strikes against the marble . DONG . The decibel meter jumps , coming perilously close to a read line drawn on it .In the Mask Room we see the slightest bit of dust rise from one of the marble squares on the floor . DONG .Gin turns the valve even more , her eye on the decibel meter . Mac carefully shifts the ram striking point .DONG . Bam . The ram hits the last time . In the Mask Room , one of the marble squares floats slightly above the floor . A GUARD walks through the Great Hall . He enters a card into a check - in box , which beeps quietly . Then he continues his rounds through the debris of the party . Mac has his hands on the marble .She hands him black pipes which he places under the marble .They lower the marble onto the rollers , then roll it away . The basement is bathed in the dim light of the Mask room . Mac carefully extends the 20 centimeter rod . They know they ca n't go above that . Mac positions the camera , which comes oh so close to the top of the rod . He opens a palm top computer with a mouse that lets him control the camera , tests it , surveys the room on his screen . He positions the tripod with its laser magic arms , carefully sets it . She mounts the first light . They are head to head , extremely close , in the narrow opening .She turns on the laser . On Mac 's screen we see a red beam stream out directly into the PIR sensor . The guard has made his way closer to the Mask room . He inserts his card into the next checkpoint . In the Great Hall , the hands of the clock move to 12:02 . Mac positions the next tripod through the small opening . On Mac 's palm top monitor we now see a maze of red lights exactly like the yarn on his floor . Mac turns to Gin . It either works now or it does n't . They share a long look , then she crawls up through the narrow opening , into the room . He looks at his watch .For a moment she lies on the floor , still , the Mask looming over her on the other side of the room . We hear her breathing . As he talks her through , MOS , she begins the delicate tai chi around the beams which only Mac can see . If she breaks one , she sets off the alarm . We are on her face , then his . The concentration is intense . He is dancing through the beams using her body . It is as intimate , if not more so , as their dance . The Guard checks in at another checkpoint . The clock says 12:04 . Finally she makes it to the Mask , pulls out a tiny palm top , scans a series of numbers , then enters them into the keypad . Very slowly the canopy above the Mask begins to rise .She has a knife in one hand , ready to slide it carefully under the Mask . But her hand begins to shake . Pulls back . Tries again . Damn ! Worse ! Mac does n't bully her now . He talks softly and confidently , mentor to protege , professional to professional .She tries , but her hand still shakes . The Guard enters the room before the corridor leading to the Mask Room . The Great Hall Clock says 12:05 . Mac glances at his watch .She closes her eyes , tries to imagine .She opens her eyes , grinning and determined . She sticks her hand with the knife toward the base of the Mask again . It shakes , but she steadies it , slips it under the Mask ! Ahhh .The Guard turns into the corridor leading to the glass doors . Gin carefully lifts the Mask , holding the knife under it . The Guard approaches the Mask Room . We see the double doors , but not the Mask case . He stops and takes a sip of champagne from a half - empty glass . Gin slowly slides the Mask over to the edge of its pedestal and into her bag while holding the knife down .The we have a wonderful low - tech moment . She takes the BUBBLE GUM out of her mouth , sticks it on the Mask mount , then lifts her hand away . Success .The big clock says 12:07 . The Guard idly glances into the Mask Room . He does a double take . What the bloody hell ?! There 's a mask there , but it 's Gin 's party mask . The real Mask is gone .

Splash ! Mac bursts through the surface of the lake ! He climbs into the Zodiac , slips off his mask . Splash ! Woof ! Gin comes up , gasping , thrilled .She undoes it from around her neck , lifts it up to him . She reaches up her hand , expecting him to help her in . He does n't . He stares at her , dark , baleful .He grabs her by the hair , then shoves her under ! She comes up gasping .She treads water , tries to talk through her sputtering and choking . WHOOP ! WHOOP ! WHOOP ! An alarm goes off in the Palace . Lights pop on all around the building . In the b.g. we see people running toward the Palace .He shoves her under again ! Lifts her back out ! She 's gasping for breath , terrified , desperate .The boat has drifted out into the light . Police cars race over the bridge right above them . Mac pays them no attention .He stares at her . Impenetrable and menacing .Down under the dark water again ! Then up !Mac thinks for a moment .He shoves her under again ! For a long time ! When she comes up this time she 's terrified now .He starts to shove her under again . This is very scary .He 's about to dunk her again , for the final terrible time .Mac stares at her for a long beat .What is he going to do ? We do n't know . His face is hard , gives us nothing .He pulls her unceremoniously into the boat . She lies gasping on the floor like a fish , rolls over and faces the night sky . WHAAOOO ! WHAAOO ! More police cars race across the bridge , their sirens screaming . Totally unflappable and always unpredictable , Mac reaches down into the boat and pulls out a bottle .Gin can barely get her breath . A moment ago he was about to drown her .Mac savors his . The sirens increase ! More police cars !He paddles the boat out of frame and the dark lake DISSOLVES

The prow of a boat enters the frame . Gin and Mac are in a small river craft on a narrow brown stream overhung with palm trees and tropical vegetation . As the boat docks , the two of them continue a discussion they have obviously been having for quite some time .Beyond them is an extraordinary sight : supermodern buildings , set against deep green tropical mountains : the architectural design laboratory that is Kuala Lumpur , city of the third millennium .Gin is putting Mac off a little , having her fun now .He 's not even looking . He wants his answer .

The taxi makes its way through open air markets shoe - horned between sleek white towers .

The taxi stops . Gin and Mac get out . Gin pays the driver . They walk toward the unmarked door of an unmarked warehouse .Gin flips down a metal cover on the warehouse wall , revealing a control panel into which she enters a code . The door opens , revealing circular stairs . Gin heads up .On Mac 's face we see grudging respect .

The stairs lead us into a huge loft , hardwood floors stretching to shuttered windows . Not a single personal item anywhere .Gin unpacks the Mask , opens a closet along the wall , pulls back a row of men 's clothes .The echo with his line is deliberate . She 's dialing in the safe combination , she 's constantly moving .He examines some men 's work overalls and a tuxedo .She puts the Mask into the safe , then closes it back up .She goes to the windows , throws open the shutters . Framed in the windows is a matched pair of ivory towers that seem to rise into the heavens . Connecting them is an airy sky bridge of glass and metal . It 's a truly incredible sight .She holds out her hand .Mac produces the tube with the painting .She hands him a stack of photographs , notebooks , maps .She leaves . We stay on Mac 's face . Okay , I 'll play along for a while .

In long shot we see Gin arrive at the headquarters of CONRAD GREENE , ex - CIA Asia hand , now the expatriate head of a business of questionable legality .

A POCKMARKED YOUTH escorts Gin into Greene 's office . Greene is mopping his face with a scarf .He holds out his hand to Gin , who takes it .CLICK . CLICK . We hear the sound of a camera shutter .

The damn heat. Rots the flesh. Rots the soul. It's a shame colder countries do such good police work.

I'm thinking my old CIA friends will peddle it to Russia for a little plutonium. The plutonium to an unmentionable Middle Eastern Country - in return for embargoed oil on tankers for delivery to me. Elegant, no?

For a moment there, I felt what it must have been like to be the Emperor's consort.

As a matter of fact, yes. Confucius, he say : Do n't use a hatchet to kill a gnat in your eye.

Thibadeaux takes Gin 's picture through the window as she shakes hands with Greene .

She hands him the mailing tube .He takes it out , stares at it .He hands her an identical mailing tube .She stands up , her business over . But there 's a reptilian evil behind Greene 's oily demeanor .His unctuous smile .

Oh Gin, if you do n't come through. We'll be making a - shall we say - more up - to - date death mask. Do I make myself clear?

Gin returns , carrying the metal canister . The place has that empty feel .No Mac . She paces for a moment , does n't want to think what she 's thinking , ca n't avoid it . She walks to the closet . The safe 's slightly open .She opens the safe . EMPTY . Except for a note : IOU 1 MASK . She stabs at her message machine . No messages . She bangs the machine ! Damn ! She dials Mac 's number .She throws the phone down ! She rips through the clothes , throwing them onto the floor ! She throws out everything in the cabinets ! Empties the drawers ! No Mask . Nowhere . Devastated , she slumps to the floor . This is as bad as it gets .

On piers by the brown water we see locals gobbling their meals . At a narrow table we find Mac , chopsticks in hand , mouth full . On his plate is a whole fish . Thibadeaux sits down beside him , looks at the bowling ball bag .Thibadeaux does not lift out the Mask .Thibadeaux is not one to appreciate art .He spreads out the photographs of Gin and Greene .Mac picks up the photographs , looks at Gin 's image .Thibadeaux studies his face , not quite buying it .Mac examines the Mask .

The place is dark . The only light comes from the Kuala Lumpur skyline . We can feel Gin 's presence in the darkness . Hear the freight elevator . Mac enters .BAM ! Someone coldcocks him ! Stunned , he falls to his knees . Looks up woozily . Standing over him is - Gin . Furious .Then she swings at him again . This woman does n't fight like a girl . BAM ! Really connects this time . He goes down like a sack of potatoes and the momentum of her swing carries her down onto the floor with him !She keeps trying to beat on him .He holds her tight , trying to subdue her .She catches her breath . He lets her up , she sees the bag .She 's embarrassed and relieved . But what really upset her is not only losing the Mask but losing him and that realization comes in a long moment of silence .She struggles to get control of her uncontrollable emotions .As she pushes him away , the tears come .He starts to hold her , she pushes him away , then all the hurt and anger goes out of her and she lets him hold her . Their faces are so close , hers streaked with tears . And it 's her who kisses him first . He holds back for a moment but only for a moment and then he kisses her and then all the emotion they 've held in flows out . And then , breathing hard , she pulls back .He stares at her .She nods . Yes , that 's it .And he says it so simply and so honestly that she begins to smile .She gently closes his nostrils with her fingers .She kisses him , covering his mouth over and over , so he ca n't breathe . And that goes from playful to for real . Her hand goes under his shirt , his under her blouse . Legs intertwine , breathing gets heavy . We see skin and then more skin and two bodies becoming one .

Splash ! Water goes on Mac 's face . For a long moment he looks at himself in the mirror . He 's broken all his rules .

Mac walks back into the apartment . Gin lies naked in the bed , her back to him . He sits down on the bed . Stares at the curve of her body . He reaches out and traces the line of her back . We go to Gin , who we think is still asleep . But her eyes are open and filled with emotion . The night together has been as powerful and confusing for her as it was for him . She rolls over and into Mac 's arms . For a moment they hold each other , no irony , no distance .She does n't know how to respond , so tries to find some solid ground by trying to treat her deep feelings with a light touch .And then it 's his turn to retreat .For a moment their eyes meet , but the emotions have gotten ahead of the words . There 's an emotional nakedness that needs a fig leaf . And when the words come they seem simple and honest and without guile .She wraps the sheet around herself .

Coffee cups half drunk . The remains of breakfast . Gin has a large map of the world up on the wall .She draws lines with a pen .He 's smiling at her , a big undeniable smile . They 're out of the emotional deep water . He 's the old Mac again .She pulls down a photo of the Petronas Towers .She puts up the photograph of a CHINESE MAN .

We see that very man exit the Petronas Towers , accompanied by bodyguards . They head for a waiting Mercedes , but are distracted by a melee among workers putting up decorations for the big New Year 's eve party .Suddenly the Pockmarked Youth we saw in Greene 's office rushes out of the shadows ! Sprays something in the chairman 's face !

A war room . We see big clocks on the wall , each with a different label corresponding to the regional centers .The DIRECTOR runs the operation . He wears a headset and talks to OPERATORS working a bank of terminals .We see the clock marked Sydney illuminated with a red light . It is at 11:59:25 and counting .The Director paces , drinking coffee .The Sydney clock reads 11:59:50 .The clock hits 12:00:00Everyone checks their terminals .

All right people, ready for full rehearsal? I want this running smooth as shit out of a duck.

Gin turns to Mac .She takes an Enya CD out of her bag .She 's trying not to laugh .It 's not a pleasant memory .She taps a photograph of the computer room , then glances at her watch .

A DOCTOR moves a Retinal Scanner against the Chairman 's face . The Doctor looks into a box to view a Laser scan the pupil , up and down , side to side .The Doctor moves to a computer monitor with a graphic rendering of the banker 's retina , which he enlarges and studies for a moment , face grave .

Mac gets the picture . But there 's still a big problem .Gin opens the tube Greene gave her .And out comes roll after roll of plans .

Mac pores over the plans . We see diagrams of elevator shafts , security systems , air - conditioning ducts . Wiring schematics . It 's getting dark . Mac has covered the plans with neat drawings and bold magic marker lines and key words . We see arrows running from one section to another , times in parentheses . Gin comes by , looks over his shoulder , gently touches him , but he keeps marking the plans . As he works he talks to himself and runs a stopwatch . His movements are graceful , like a sculptor 's . The sun is coming up . Mac has all the plans organized . Stacks of notes to one side . Diagrams neatly arranged . A time schedule written up . Gin brings a cup of coffee . Looks at him . Well ?She smiles . Great !There 's a long beat while she stares at him and he stares back , unblinking .Mac thinks that over .There 's a twinkle in his eye . You got to love this girl .He hands her a list .He sounds like a suburban hubby discussing shores . She takes a small satellite dish out of a cabinet .She grins and taps the microwave dish .

Playing tourist , Mac videotapes the building as trucks arrive at the DELIVERY DOCKS .

He strides through the ATRIUM , his eyes scanning the security guards , the party preparations , everything . He joins a group of tourists riding up the GLASS ELEVATORS in the Atrium . As they all stand in front , facing out , he stands in back and stealthily raises his arm under the video camera and velcros his own camera right beneath it .

Mac is the last one out of the elevator . Through his camera we see the image of an empty elevator car .

Mac walks across the SKY BRIDGE with the tour group . It 's all glass and steel , on two levels , like two train cars on top of each other . From the main building to the large STEEP STRUTS underlying the bridge STRINGS OF LIGHTS are being hung for the Millennium party . Mac 's on a parapet . He takes the Microwave Dish out of his bag and positions it beneath a cranny by the air conditioning equipment . He aims it at the tower across the way . Sets a timing device . The GUIDE comes out , looking for him . Shakes his finger . You ca n't be out here . Mac grins , points to the opposite tower .

We are tight on the Mask , which has - eyes inside it . Hands come off , take the Mask away . The eyes belong to Greene , who has been trying the Mask on .He hands Gin a pair of strange skin - colored goggles with the retinal scan built in .He hands her a card .Gin tries on the retinal glasses .She takes off the glasses .

Gin leaves Greene 's office . We track with her down the street , through the preparations for the big party that night . Street musicians play , the street noise rises . It 's festive . Normal life . Suddenly , TWO TOUGH GUYS snatch her right off the sidewalk ! Muscle her into a little noodle joint !

There , sipping some tea , is Cruz .His echo of her words makes them sound hollow and false .He stares at her . Long pause . She 's got him .She gets up to leave .That 's not even worth a response .He lets the cold finality of that sink in . She nods . I will . As she leaves , two other STREET GUYS enter . They look sharp and competent and dangerous .

A long table filled with gear . Mac and Gin are going through their last check list . It 's that pre - combat , pre - performance moment , the last chance to be sure they 're ready , on every level of equipment and emotion .Mac thinks about that as he keeps checking the tools .So much is coming to an end . The century , the millennium , their job . Gin 's given him her dream , but it 's her old dream . Something has happened between the two of them . Are they coming to an end as well ?All of a sudden , staring at him , she does n't sound completely convinced .They stare at each other . She wants to say , you have me , but she ca n't .

The party of the Millennium - Kuala Lumpur version . A pan - Pacific cross - section of formal dress - Western and all types of Asian . A STRETCH LIMO approaches the back of the building . Following discretely behind it is another car , in which we catch a glimpse of the Street Men Cruz sent to follow Gin .

We see Gin in a beautiful dress , then Mac in a workman 's overalls with both operations bags .Gin glances at her GPS watch .They punch in the same atomic time .And now - our dishes should be coming on line .

Still daylight . On an office building with a view of the World Bank , another identical dish switches on .

Amidst the war room bustle , we catch a glimpse of the Malaysia clock , which reads 10:45:00 PM . And is it our imagination , or do the seconds tick just a tad slower ?

The Limo approaches the loading dock .There 's a moment between them , like performers backstage just before the biggest show of their lives . They look at each other . It 's intense . Mac starts to say something , she gently touches his lips .She holds out her hand for him to shake . He stares at it , then takes it . For a moment their grip lingers . They stare at each other one last time before they separate . Then Mac gets out . As he does he gives a casual look to the car following them .

Trucks pass Mac to enter the loading dock . Each one has to stop to go over a speed bump . One of the Street Men has gotten out of the following car and has his eyes discreetly on Mac . A truck stops , blocks his view for a moment , then starts again . And Mac is gone . The Street Man looks around , flummoxed . Then speaks into his transmitter .

A metal mesh elevator raises to an internal loading platform . The truck drives off , the driver waves to the Guard . Then the truck backs into position . As it begins to unload , in the b.g. we see a figure exit through a pair of double doors . Mac .

Standing in a long line of guests , Gin presents an invitation to a SECURITY GUARD .

Carrying a flute of champagne , Gin moves towards an hors d'oeuvre station in the ATRIUM .

THREE SECURITY GUARDS observe the party on forty monitors . GUARD ONE offers commentary on the party guests . GUARD TWO watches real - time video of offices , hallways , elevators , etc. . GUARD THREE converses with GUARD FOUR in the atrium .

Mac approaches the door to the Engineering Room , picks the lock . We hear a soft click as Mac enters the room .

Electrical boxes and the hum of central security system . Mac closes the door . Talks into transmitter .

Gin is accosted by a DRUNKEN GUEST , an overbearing , florid ex - patriot of Britain who is drunk enough to believe he 's God 's gift to the world .Gin rolls her eyes and does her best to look amused . Her eyes flick nervously to the clock .

Well hellooo. What's a nice girl like you doing at a party like this?

Absolutely. All the way. Now maybe you could help a chap see in the New Year with a bang. What do you say?

Hundreds of cables , each one representing the video feed from cameras throughout the bank . Mac finds a cable labeled 86TH FLOOR , glances at his watch , barks into the micro - transmitter .

Twin banks of elevators . Stainless steel and marble in Islamic geometry . Gin approaches and leans nonchalantly against the door of the elevator next to the service door . She 's got something behind her back . A group of party - goers get into a nearby lift and invite Gin in . She waves them on . She checks her watch . 11:42 .

`` Closed for Maintenance '' reads the sign that Mac places in front of the service elevator . He walks in , the steel door closes behind him .

Opening the service panel Mac attaches the cable of the engineer 's remote control .

Gin waits in the lift lobby . Checks her watch again . Where is he ? She reminds herself to breath .

Mac climbs out of the elevator hatch . Punches a number into the keypad of the remote . The elevator moves upwards to the first floor . Through the wire mesh panels lining the shaft of the counterweight Mac can now see the roof of Gin 's elevator . Using the remote control he inches his elevator up until the two elevator roofs are level . Mac speaks into his headset .

Gin listens to the voice in her earpiece . Another group of partygoers approach her elevator . She stands away from the door revealing . an `` out of service '' sign . She shrugs sympathetically as the party folk choose another lift . We also see what they do n't . A small key has been inserted into the lift call panel .

A compact power - wrench whirs . Mac removes the last of the bolts holding a mesh screen panel . With difficulty he climbs through the small opening into the shaft that carries the counterweight . The basement is a hundred feet below , the counterweight a thousand feet above him . Straddling the narrow shaft he begins to unscrew the bolts holding the screen that separates him from the roof of Gin 's elevator .

A quick look around and Gin turns and removes her key . The doors open and she steps into the elevator she 's been guarding . Mindful of the security camera above her she furtively pulls out the STOP button . Presses `` doors close '' . The polished doors slide shut . almost shut . THWANG ! A foot is thrust through the closing gap , closely followed by the flushed face of the DRUNKEN GUEST who accosted her earlier .

Mac removes the last bolt . Starts to climb through the narrow opening .

Delighted with his captive audience the Drunken Guest suddenly pauses mid - pleasantry as he realizes :Before Gin has time to protest he turns to the control panel , pushes back the stop button and punches 75 ! Unable to prevent herself Gin blurts out

Mac is halfway through the opening . Alerted by Gin 's warning and by the whine of the machinery he desperately scrambles back to avoid having his head literally torn off by the upcoming elevator . As he pulls himself through , the elevator catches his hand . Rips the wrench away from him . It tumbles into the darkness below . In the narrow coffin - wide counterweight shaft Mac now fights to prevent himself sliding after his wrench . Desperately he hooks his fingers into the mesh . His fingers tear at the openings . and hold .

Barely able to breathe , Gin stares at the Drunken Guest as he lurches towards her .

Mac is in deep trouble . Five hundred feet above him and now hurtling downwards are thirty tons of concrete counterweight . Six feet above him is the opening he must now reach - or he 's road - kill . He struggles painfully to the opening , look sup . The counterweight is two hundred feet above him and falling like a guillotine . No wrench . No time to get himself through the narrow opening he grasps the ledge above . Swings back and kicks frantically at the mesh screen below . With the downdraft of the weight roaring in his ears , Mac kicks again and again until the screen buckles and falls . Mac lands on the service elevator roof as the weight sweeps down behind him , crushing the protruding screen with sickening ease .

Seemingly answering the Drunken Guest 's question . Gin touches her earlobe talks into her watchstrap mike .And then Gin hears what she 's been waiting for .Unable to suppress a smile at hearing that familiar gruff voice Gin looks at the Drunken Guest and saysMisunderstanding the smile and the apparent question the Drunken Guest leans into Gin pinning her back against the side wall .

Gin does . Meanwhile the Drunken Guest who thinks he has her total attention blathers luridly about making fireworks together . Gin looks up at the video camera .

In the black and white image on the monitor this looks like just another drunken boy meets girl kind of thing . The guards grin at each other . Looks like interesting viewing .

In mid - flight about the sparks that are going to fly between them the Drunken Guest 's face suddenly undergoes a strange change . An alcohol - anesthetized body suddenly perceiving . pain . Unseen by the video camera Gin literally has him by the balls . Never letting the camera smile leave her face she talks firmly and evenly to him .The elevator has stopped . The shocked Drunken Guest nods mutely and stumbles painfully away . The Chinese security guard sees her still in the lift .Gin mutters something about the wrong floor and hits the button for a lower floor . She whispers into her mike .

Mac is pulling on heavy work gloves . His face is tomahawk - sharp with anticipation . In front of his face the heavy greased cable of the counterweight throbs as the weight speeds up towards him .

70 . 69 . 68 . Gin looks at the red LED level indicator as it drops with frightening speed .

And now the counterweight just visible , sweeping upwards from the darkness below . Without hesitation Mac reaches forward , grabs the vibrating cable and using his gloved hands as a brake , slides down the cable to meet the on - coming weight . Mac has to slow down if he 's not going to meet the weight at free - fall velocity . Smoke seeps from his gloves as the friction bites . His face contorts with the effort but his feet hit the weight and suddenly he 's being swept upward at the frightening speed .

At this level , there 's no mesh screen between the counterweight and main elevator shaft - only a series of horizontal bracing girders . They flash past Mac 's face as he looks up . The elevator is now coming down towards him like Dorothy 's house in the tornado .

ECU Level Indicator . 46 . 45 . Gin 's hand hovers by the stop button . Here come the shakes again .

And now the lift and counterweight are drawing level at huge closing speed .

Gin yanks the stop button . The elevator bucks and judders as it slows . 42 . 41 .

Mac stands poised to jump as the weight slows . The elevator draws level but a girder blocks the way ! To make the jump he must wait for a precious second as the gap between him and the elevator roof starts to widen . And now he 's clear . He launches himself into the growing void .

Gin winces with the sound of Mac 's body hitting the elevator roof . The car shudders to a standstill and everything is suddenly eerily quiet .Nothing .

Sprawled on the elevator roof Mac lies inert . Close on his face . And then his eyes open and wince closed again .

Gin breathes again . Masking the panel from the camera she hits the button for the 74th floor .

The security guards look perplexed . GUARD 1 is suddenly hopeful of winning his ten Marlboro again .

On top of the moving elevator Mac has now removed a small portable video player . On the screen we see the image of the empty elevator . He squats by a connection box , cable to the video player in hand .

The level indicator bleeps out 73 . 74 . and stops . The doors swish open . Gin steps forward .

The guards watch as Gin steps out of the elevator and the doors begin to close behind her . And now in fast succession . Mac pulls out the camera cable . The monitor in the surveillance room shows the briefest glitch as . Gin presses the elevator call button and the doors open immediately and . Mac inserts the cable from his video player and . The monitor resumes showing just what it showed before - an empty elevator , doors closed . The guards shrug . Nothing too unusual .

Gin looks up at the hatch above her expectantly . Mac swings down through the hatch and lands next to her .He hands her her ops bag . Gin pulls out the access card Greene gave her , slips it into the reader . A green light blips , the level indicator displays `` Executive Floor 86 '' . Access Granted . The elevator rolls upwards . Gin looks at her watch .

Cruz listens into his receiver , barks out to the surveillance guards .They look at the screen . The elevator appears empty .The Police Officer gives orders into his own transmitter .

The doors open on the 86th floor . Out comes the periscope mirror , snakes just outside the elevator door . THEIR POV : a long corridor with a secured containment door at the end . Four video cameras are strategically placed to expose intruders , while an ultra - sonic alarm covers the floor . Mac checks his watch : 11:45 .

Where Mac had worked the wires , we see a light go on a video device .

REVERSE POV : the corridor of the 86th floor , where the elevator doors are still closed . In the lower corner of the monitor the digital clock ticks backwards , as the security tape now plays in reverse .

Mac directs the oscilloscope around the walls and ceiling , listening . Gin hands him the canister of Argon gas . He vents it close to the floor . A blue/green vapor spews from the canister and flows down the corridor . As each sensor in the floor emits a pulse it ripples through the argon fog in a rhythmic pattern . Mac holds out his hand for her .

Standing behind her and wrapping both arms around her waist , he moves her forward , legs entwined . The sensor nearest them emits a pulse into the fog , which then dissipates . They step into the fog like a sensual ballet .

Black Mariahs pull up . SWAT teams stealthily deploy . A police helicopter 's blades begin to turn .

Mac and Gin negotiate the last pulse before the door , which has a security keypad with a grid of Chinese Characters . Gin dusts it with ultraviolet powder , revealing smudged fingerprints on several keys .They look at each other . Start translating the characters .Gin gets it .They enter the anagram . The door opens , revealing a steel lined ante - chamber leading to the BANK VAULT . Round , huge , heavy steel .

Next to the Vault is a small computer terminal and a mirrored plate with two apertures the width of eyes . Gin hits a key . ON the screen see WELCOME . AUTHORIZATION MODE PLEASE . Two boxes for PASSWORD and SCAN . She hits SCAN . Gin takes out the magic sunglasses , puts them on , then leans to hit her goggled eyes in place . A red scanning light . Vertical track . BEEP . Horizontal track . And the monitor announces . WELCOME CHAIRMAN FEIHONG . And then . a soft CLICK . Gin rips off the glasses , a look of joy on her face : we did it ! Mac reaches to Grasp the handle , and the door swings OPEN .

Icy blue light , a windowless room . The towers of a large Cray supercomputer hum behind a glass wall . In the open area a canopy of smoky armored glass slowly rises , revealing a high - tech terminal with a large flat screen and a junction box on the floor . Mac looks around , shakes his head .Gin points at the computer .A large clock on the wall matches the one in Washington . Both those clocks say 11:59:20 .

Immediately they set to work , wiring their mini - laptop into the junction box . The Street Men push through the VIP party , looking for Gin . The SWAT team takes up positions . Cruz barks into his transmitter . No one 's found Gin . In Washington the Director prepares for the countdown .On a TRADING DESK in Kuala Lumpur TRADERS work their phones and computers frantically as above them a large trading chandelier announces trades and displays the time , which is 11:58:18 . Suddenly their computer screens go dead ! On the chandelier a large computer sign flashes : TRADING SUSPENDED .The lights go out on the mainframe . Gin and Mac are frantically hooking up the mini - computer .In the World Bank the operators report to the Director .Gin and Mac connect the last wires . It looks like they wo n't make it !In Washington the clock hits 12:00:00 . The computer 's ready ! Gin poises above the keyboard .On the trading floor , the Traders sit , poised to begin trading . Their clock says 11:59:50 . Gin and Mac check their watches .Gin types the codes in , hits the button . It 's tense . They do n't know if it 's going to work . For a split second nothing happens , then the big screen begins to flash : DOWNLOADING : TRANSFERRING TO ACCOUNT 642Q10 .Series of numbers scroll down the screen . The crowds begin chanting down the millennium .Gin and Mac join the countdown .BOOM ! BOOM ! BOOM ! Fireworks explode into the air ! The towers are wreathed in cascading , incredible fireworks ! On the trading floor , the computer screens come back on ! TRADING RESUMED flashes on the big chandelier . In the vault the computer reads TRANSFER COMPLETED . The camera circles Gin and Mac , who stare at each other . There are no words for this . And then they kiss , a warm , total kiss . The kiss of the millennium .They disengage , still flush with victory and joy . We follow Gin 's hand down as she gently hits the eject on the CD ROM . As the tray comes out - ALL HELL BREAKS LOOSE ! ALARMS ! KLAXONS ! SYSTEM INTEGRITY BREACH ! SYSTEM INTEGRITY BREACH ! Flashes on the monitor ! The armored glass visor over the terminal starts to come down ! Right over their computer !She grabs at the visor , but its servo just keeps grinding the visor down !Mac grabs the wrench from his pack , jams it under the visor ! The servo motor grinds , the wrench vibrates but holds ! Mac jabs his hand in , grabs out the disc ! In the surveillance room , pandemonium . Lights are flashing !Mac pulls a Kenny G CD from his pocket , slips it in .SWAT Teams charge into the building as a huge party goes on outside . Fireworks , revellers , celebration . Mac and Gin ride down the elevator as he takes off his overalls to reveal his tuxedo underneath . Cruz scans the elevator display .They stare at the empty elevator image . Cruz gets it .The elevator bumps to a stop on floor 50 . The lights inside go out .Cruz issues orders .Mac and Gin pry open the top of the elevator . Climb out , begin prying open the doors . Mac and Gin run down a hallway , into an empty office . There 's a deep , pulsating , vibrating sound . Whop - whop .And just then the HELICOPTER rises into frame , right outside the window . BLAM ! An RPG with a tear gas warhead crashes through the window ! The room fills with gas ! They begin to cough and wheeze ! Gas masks on , SWAT Teams run up the stairs ! Gin and Mac head for the stairs ! Ca n't go that way ! Cruz watches on the monitors .Coughing and wheezing , Mac leads Gin right back into the tear gas ! By the entry hole of the RPG there 's a draft of fresh air . Mac picks up a chair , bangs it on the hole , breaks out more glass ! Through the hole we see the cable of lights stretching across to the Sky Bridge . Outside the building , fireworks continue . The helicopter hovers on the outside of the tower . But there , wait a minute ! The lights strung between the buildings seem to be moving . We go closer . Gin and Mac are going hand over hand ! Across the lights , heading for the struts of the Sky Bridge . We 're close on them now . Hands on the wire . Faces concentrating . This is too hard ! Fireworks burst above them ! Far down below we see crowds celebrating . Then the cable sags a little ! It 's not made for their weight . The support starts to give way !They 're close to the strut , they try to speed up , but the cable sags again ! The support pulls out of its mooring ! The cable pulls free ! They swing out , toward the strut , almost smash into it ! Then swing back , pendulum out again , head straight for the strut ! And Mac grabs it ! Wraps his leg around it ! Pulls Gin in ! Safe ! But then the wire swings back , spurting angry sparks from its torn end ! It 's live ! Mac makes two quick turns of his climbing rope , clips on a carabiner , and climbs back down to Gin . The wire swings wide , then heads back .He grabs Gin , then kicks away from the highly conductive steel strut , just as - right where they were - the wire hits it in an angry shower of sparks ! Mac and Gin swing wide on the rope , high above the ground . Her bag rips off her shoulder and arcs high into the air and then disappears on the way to the ground .Mac swings back , grabs at the strut , ca n't hold , spins , kicks hard at it with his foot , swings back again . Gin is barely hanging on . She ca n't do another swing . Mac grabs desperately onto the handhold , swings a leg around , and she grabs on as well . Safe . Sort of . Mac and Gin are dwarfed by the struts . Behind them is the black sky laced with fireworks and the stark geometric design of the building . Far below them the celebration on the street continues . The people look like ants . Swat team members run across the lower level of the Sky Bridge . Just beneath them , on the struts , are Gin and Mac . They enter a trap door , climb up an interior ladder . They emerge on the lower level . The SWAT teams are above them now , on the second level . Mac and Gin climb out to the roof , all the while just avoiding being seen by the SWAT teams running back and forth ! They 're on the roof ! Sixty floors above the street ! mac points to the big air conditioning ducts .Slowly they begin negotiating the web of steel girders , heading for the opposite tower . Suddenly , FLASH ! The helicopter searchlight catches them .Gin stops in the lights , like a deer .Mac grabs her arm .He steers her , on the run , across the glass roof of the Sky Bridge , hundreds of feet above the ground , caught in the lights of the hovering helicopter ! Cruz watches from the monitoring room .Still fixed in the searchlights , Gin and Mac run over the steep frame , closing in on the other tower !The other building is only a few feet away ! Cruz has a big choice to make . Everyone stares at him .The pressure on Cruz is unbelievable . He takes off his headset , like Pilate washing his hands of responsibility .Gin and Mac leap into the building just as BLAM ! BLAM ! Bullets shatter the glass right by them . Gin is terrified . Mac 's whole demeanor changes . This is for keeps now . He slams a steel door to the Sky Bridge , shutting the SWAT teams out . They race through the corridors of the building . Doubling back , out again to where the huge stainless steel air - conditioning shafts vent into the air . They run to the giant intakes . It 's too high for her ! Mac Makes a cup of his hands , boosts her up ! But the helicopter 's back ! The wind from its rotors almost blow them over . Gin reaches her hand out to help Mac up . BLAM ! He 's hit in the side , spun around ! With superhuman strength , she jerks him up into the funnel , out of the line of fire . He lies on the floor of the funnel , bleeding .Right behind them the shaft makes a right angle turn and plunges to the street . Above them a huge fan gently turns , fracturing the searchlight from the helicopter . In the b.g. we see the SWAT teams burst out onto the roof !Mac struggles up , they go to the edge of the black abyss . The wind whistles up in their faces . He hands her a pack .Starts to strap it on her .She stares at him . He 's bent over , bleeding .You 're dead . She ca n't finish the thought . There are tears in her eyes . He pushes her over the edge !We hear her scream . And then , inside the shaft , we see the chute pop open ! Mac turns , framed in the stainless steel tube , and faces the SWAT team , weapons drawn .

We're losing them! My team leader has a clear shot! I'm authorizing him to take it.

Gin emerges on the ground and blends into the crowd spilling out into the street . She looks up at the two giant towers etches against the sky , fireworks still blossoming all around them . High on the building , helicopters hover like malevolent insects by the air conditioning shaft . As Gin walks , we stay on her face . Gradually the music and the fireworks fade away .

A ghost town . Empty wet streets strewn with the debris of celebration . The only person on the street is a Chinese street cleaner , who wears a rice hat and a green plastic garbage bag for a raincoat against the gentle drizzle .

The station clock ticks to 6:35 . The station is completely deserted except for Gin , who is sitting on a platform seat watching the clock . No Mac . Gin 's eyes fill with tears . We know what it means if he 's late . But she is determined to give him a few more minutes . It 's 6:40 . There 's scuffing on the pavement behind her . She turns . It 's Mac ! She leaps up , joyful , runs to him . He 's walking stiffly toward her . She throws her arms around him , covers him with kisses .She 's half - laughing , half - crying . The camera moves around . We see Mac 's face . it 's stone cold . He gently disengages her arms . Touches the tear on her cheek .She starts to laugh .She looks beyond him , then looks over his shoulder and sees some COPS moving into position on the platform .Turns , sees two more by the exit . And two more by the entrance . Realizes the truth .She sags , unable to stand , the wind knocked out of her . On the opposite platform a train rumbles in . And then we see Thibadeaux emerge from among the gathered cops .And then Gin sees another man emerge next to Thibadeaux . CRUZ . Gin stares at Cruz , starting to lose it .What does Mac mean ? Did he take the other billion ? Did he leave it for her ?A train rattles into the station . The cops are ready to move . Frantic , Gin looks around : nowhere to run !He turns slightly , shielding her from Thibadeaux 's view . Talks under his breath .Confused , she does .Gin tries to process this , does this mean what she thinks is does ?She studies his face .True sentiment is hard for him . But he does it . He gives her his best gift - her freedom .She is overcome , wants to thank him , to argue , to keep him by her side a minute longer . But there 's danger all around and Mac has a very clear agenda .Cruz and Thibadeaux watch as Mac talks to Gin , partly shielding her from their view . Cruz does n't like this .Thibadeaux puts his hand out to restrain Cruz . He 's clearly in charge .The subway train cars open with a whoosh . Gin rips a gun out of Mac 's pocket ! Points it at his head .The cops on the platform freeze . Mac slowly raises his hands . Gin backs toward the open doors of the subway cars . Cruz pulls out his pistol , aims it right at them .Thibadeaux reaches up and pulls Cruz 's gun down .The doors start to close . Gin gives Mac a shove and leaps in , just as the doors slam shut . The cops run toward the car . Cruz races up , banging on the car doors ! But the train pulls away .Mac sags to the bench . Cruz barks into his walkie - talkie .Mac nods . Cruz turns to Mac , eyes narrowed and suspicious .Cruz 's walkie - talkie buzzes . He barks into it .He runs toward the steps . Thibadeaux sits wearily down beside Mac .Thibadeaux stares at his old friend .He means that in more ways than one .So much to say , so few words for it . He shakes his head .Thibadeaux chooses his words carefully .Their eyes meet for a long beat .They think about that , about Tina , about Gin .Mac stares at Thibadeaux , who is doing for Mac what mac did for Gin . he is setting him free .He grins . It 's a parting moment .And he walks away , leaving Mac sitting on the bench . We move across the platform , watching Mac sit there . Another train comes in . People get off . People get on . Very slowly he checks his watch . We track into Mac 's eye , dissolve from the image of the train in it to -

Another train , a passenger train . Gin is sitting by the window , staring out at the sunset . She 's dressed differently , her hair is different . Thailand passes by outside , but she really does n't see it . She leafs through the packet Mac gave her . Tickets , passports , and - a pressed red rose , the one she gave him at Blenheim . She picks it up , tries to smell its faint memory . We take a long beat of wistfulness at what might have been .

The clatter of a train pulling in brings Mac out of his reverie . People stream off . His very bones feel weary now . He loved her . He set her free . He 's alone again . The train departs , leaving the tracks empty . And there , standing alone on the other platform , is Gin . Mac sees her . Very slowly he stands up , his eyes never leave her face . She came back . For him . They both begin to smile . We hold on them there , staring at each other . BEGIN END CREDITS .

We are square on the space between the tracks . In the b.g. the rails emerge out of a tunnel into the bright sunlight . Mac and Gin come together into frame . They kiss . And then we are behind them as they walk toward the light .And they walk out the tunnel and into the light . THE END

Home video footage of an African-American HAND holding up a TUXEDO. We hear the elderly voice of its owner:The video camera pans over to CECIL GAINS, 90, African- American. He is a kind, gentle soul wearing comfy sweatpants and a sweatshirt. We hear the male voice of the CAMERA MAN:Cecil smiles. He would never say who his favorite was.Cecil starts to laugh.Cecil thinks about it, then his smile slowly drops.CUT TO:

This was the tux I wore on my first day workin' at the White House on September 8, 1957.

Well, he was...different, that's fo' sure, but a very special man.

If the Devil wore a green bow in his hair, the good Lord woulda' named him Annabeth Lewis.

Those books ended up being the worst thing to ever happen to me.

Until I started readin', I always thought the world ended at the edge of the cotton farm.

And the negroes they did take, they only used for cleanin' and servin'.

I didn't have no kin folk there, but Gloria sho' made up for it.

One day I'd be servin' escargot to President Charles De Gaulle...

We've spent every day with them for the past eight years, and in less than an hour, they gonna be gone.

The rule is that the President lives at the White House until the moment the next one is sworn in.

So we have exactly two hours during the inauguration ceremony...

If the President was gonna prevent our nuclear destruction, some one was gonna have to feed him.

I wasn't sure we'd make it, but those Kennedy boys were real smart.

I worried all the time that someone was gonna get killed. Every day I expected the call and I couldn't think about nuthin' else.

We laid him in state in the exact same manner as Abraham Lincoln.

I never before seen a man who said 'nigger' so much, work so hard to help negroes.

Seemed like riots were breaking out everyday. They even had one in Chicago during the Democratic Convention.

But I was also secretly excited that an old friend was comin' back.

Everything was changin' around me so fast. Vietnam took our Elroy and Gloria was startin' to drift away.

Every where I looked, it seemed like another black man was losin' somethin' new.

I couldn't understand why such a lovely night would cause me so much trouble.

For the first time in 34 years I started to feel restless at work.

So I figured they might explain to me why I was upset again all these years later.

I remembered when this happened, but I didn't know how bad it got.

Readin' about these kids made me embarrassed about how wrong I had been about them at first. They were never criminals...

James Bevel, John Lewis, Ella Baker, Stokey Carmichael, Bernard Lafayette, Carol Nash.

...is that she never got to vote for a black man, an African- American, for President of the United States.

...she'll be up in Heaven smiling down with all of our ancestors...

I wanna see some of the things I been readin' about. I been savin' up for almost three year now.

I got to Washington DC about ten years later. I went there to enlist so I could fight in the war...

There's magic in a simple bar of soap, but it only works if the water is real hot.

I'm gonna give you a house and a family and I'm gonna take care of us for the rest of our lives. Nothin' ever gonna tear my family apart. You hear me, honey bear?

To be honest, Mr. Jenkins, I tend not to be too concerned with American or European politics.

That magazine neve' shoulda published that picture. They should be ashamed of themselves.

The law is different fo' colored folk than it is fo' white folk.

Never get in trouble with the law, Louis, and you'll be just fine.

Forgive me for saying this, Mr. Fallows, but I certainly wouldn't want to be hired under circumstances that would make you uncomfortable.

Absolutely not. Your job must be immensely challenging, serving the President of the United States. You need butlers that you've hand picked, men to your liking that will fulfill your vision of a proper White House staff.

Waterford is pleasant, and the Irish certainly make a great whiskey, but I think the French have a distinct advantage when it comes to crystal.

I don't think those negroes down South want any more trouble than they've already got.

They know everything, but they tell nothing. That's the butler's code.

Nuthin' good can come goin' to this sort of thing. Nuthin'. I'm sorry, Louis, the answer is no.

I didn't go to school, Mr. President, I grew up on a cotton farm.

You make me proud, Louis, you make the whole neighborhood proud. I love you so much.

Oh, no, sir, that's none of my business. I just want my boy to have a good education.

I worked every day of my life, every single day, to give you the opportunities I never had. And this is what you do with it?!

All ya' doing is breakin' the law! And it's gonna get you and a lot of other folks killed. I didn't send my boy off to college to go to his funeral!

Nuthin' good can come of this. All you're gonna do is make white folks angrier and get a lot of negroes hurt. That's what always happens.

You don't understand, Louis, the law doesn't work for us, it's always against us. Always.

It's always scary meetin' the new President cuz you never know what kinda man he's gonna be until he moves into that house.

It's a condition that causes fatigue and dizziness. Someone new at the House has it.

'In an old house in Paris that was covered in vines, lived 12 little girls in two straight lines.'

Please come home. Please. Just for a little while. A few days. Please.

All we do is worry about you. Come home, son, please, just for a little while. We miss you so much.

I've heard that as well, but I don't know anyone who's seen him.

I know Dr. King is supposed to be a great man, but I don't understand what he's done to my son.

Thank you, Mr. President, I don't want to lose my job...but I just don't know what to do.

I knew this would embolden those kids. Their rebellion was workin' and there was no way they were gonna stop now.

Is there anything I can do for you, Mrs. Kennedy? Please tell me how can I help you.

She's very witty. Most people don't know that, but she's very witty and sometimes she can be silly. She's very relaxed and playful around the house, but when she's in public she transforms into a different person.

That's when she becomes more aloof, and mysterious, but always elegant. She's very complex...and beautiful...and wonderful.

What else do you want to know about Jackie? I'll tell you anything you want to know.

I can't tell you how much we appreciate the gesture, Mrs. Johnson, but no President will ever serve himself as long as we are the White House butlers.

We serve the President, so that the President can serve the country.

Sometimes people grow up one way, but then they can become someone else, I guess.

Oh, sure, I'd hear things from time to time, but I would never listen.

A negro was tellin' the President of the United States that a five course meal ain't good enough, he wants all eight courses. I never heard nuthin' like it in my life.

President Johnson just passed the greatest piece of civil rights legislation since Lincoln freed the slaves, it's going to be very difficult to pass another bill anytime soon.

The greatest politician of our time said he could never pass that bill, and then because of my son and his friends, the Voting Rights Act of 1964 was passed.

Since the black staff does just as much work as the white staff, I believe our salaries should reflect our service.

I also feel that we should have opportunities at advancement. Black houseman are never promoted to the engineer's office.

I don't know, Mr. President. Sometimes I feel like we're living in two different worlds. All I want is for him to be safe, but no matter what I say, he always gets so angry at me.

Can you please turn that off? I have to deal with Watergate everyday at work, I don't want to deal with it at home.

Cuz if the staff quit every time a President did something we didn't like, there'd be no staff!

It's been so long. Do you think he wants to hear from us tonight?

I've been here for twenty years now, and for all that time, the black help has been getting a smaller salary than the white help. I just don't think it's right.

And there are black housemen who should be engineers by now, they should've been promoted years ago.

I know that we're in a recession, but I can't wait out these excuses anymore. I have to be paid the same as the white help or I'll have to move on.

It's important that it's not just me, all of the black help needs to get equal pay to the white staff.

I don't think so, Mr. President. His son made it to the White House.

Never in my life had a President of the United States asked me what I thought about anything.

It was real different sittin' at the table instead of servin' it. Real different.

Then I remembered that the last time I felt this way was after I read those books when I was a kid.

We had barely spoken for almost ten years, and when I saw your picture I realized that it had been the worst ten years of my life. I never knew I could miss someone as much I missed you.

When you were born I promised you that nuthin' was gonna ever tear us apart...

He'd have me send checks to people that sent him letters about how poor they were.

I stopped after the fight, but I didn't want to. How much would you send him?

As a poor negro girl growing up in the deep south, never in her wildest dreams did my beautiful wife think she would lead marches and rallies in front of hundreds of black women.

As a poor negro girl in the deep south, never in her wildest dreams did my beautiful wife dream that she would she see her son become a United States Congressman.

And as a poor negro girl in the South, never in her wildest dreams would my beautiful wife think she'd see her husband arrested for protesting the Iraq War. Both of them!

The story of my Gloria, is the story of this country. She lived most of her life quiet in the shadows, afraid to lift her head. But when the truth became clear, she found the courage to speak her mind. Not just as a black woman, but as a proud American. She lived a wonderful life, and I am so proud to know her. My family's only regret...

Why did you have to make your dad worry about you so much all those years?

It's nice to meet you, Admiral. Did you sign on with President Obama?

ANNABETH LEWIS, 45, white, plump, wears a lacy dress and a green bow in her hair. She screams at a young Cecil, 8.Terrified, little Cecil stares out at thirty black FIELD WORKERS picking cotton in the hot sun.Little Cecil shivers, terrified:Her face turns bright red in anger.

Every single field nigger on this farm wants to work inside the house! Why in the name of the lord and sweet baby Jesus should I take a puny little nigger like you?!

Boo hoo! Little nigger don't have no kin! Give me a real reason, boy!

Annabeth is in the kitchen arranging chicken with lemon slices on an ornate gold tray. Cecil pays close attention.A little scared, Cecil nods.Cecil nods with simplicity, he understands.

When you're servin' you need to be as quiet as you can. I don't even want to hear you breathe.

The room should feel emptier when you're in it cuz no one likes a nigger. You understand me, boy?

Cecil stands behind Annabeth holding a bowl of potatoes that she scoops on to her HUSBAND and three pre-teen SON'S plates. Cecil holds his breathe, struggling to not make a peep. Annabeth serves with a distinct elegance, very delicate. Cecil closely eyes her every move as he quickly sips a tiny breathe, then looks around to see if anyone noticed.

Little Cecil lies awake in a tin shack filled with five other sleeping African-Americans of all ages. Everyone is crammed on the dirty floor, barely able to stretch their legs out. Lying on his back, Cecil mimes pouring water. Practicing.

Cecil pours iced tea for Annabeth who reads Marie Curie's autobiography. He puts in two spoon fulls of sugar and stirs.Disappointed, Cecil takes the glass and walks away. CUT TO - LATER Cecil walks back in with another iced tea.The look on his face clearly says no. CUT TO - LATER He walks back in and places another iced tea next to her.He gestures in Annabeth's stylish manner toward the tray where there is a filled sugar bowl, a tiny jar of honey, lemon and lime slices, marble tea cakes and oatmeal cookies. Annabeth forces herself not to smile as she gives Cecil a slight head bow. He is stunned at the first positive gesture.But Cecil is already stirring it with a silver stirring spoon. He sets it on a tray, then gives a slight head bow.She goes back to her book, flicks her hand at him to leave.

Cecil walks into the family library filled with leather bound books. He opens a book and stares at the maze of words. We hear 90 year old Cecil in V.O.:

Cecil sits in the corner as everyone sleeps. Using a candle, he places his finger under each word, silently mouthing it.

Cecil is now 15 years old. He sits on the back porch eating grungy meat and potatoes next to the family dog, reading a copy of 'Huckleberry Finn'. He looks up from the book, sad.

Annabeth and Cecil serve the family. Annabeth sets fish on a plate and Cecil debones it like a pro. A well oiled duo.Annabeth has a huge fake smile, a servant in her own family.

Seated at her chair, Annabeth stares up at Cecil, can't believe what she's just heard. She looks almost sad.Her face becomes very stoic. She goes back to her book.She flicks him away. He stares at her, surprised and hurt that this is it after all these years. He walks to the door.Cecil stops, looks back at her. There are tears in her eyes.

Cecil rides the rails in a freight train car with a knapsack. He stares at the barren landscape that flies by, enthralled. Seated across from him are two grimy HOBOES, white. Excited by the ride, Cecil smiles at them...they don't smile back.

Sunlight beams in on a sleeping Cecil, blood CAKES his head. He struggles to wake up as he feels the pain. He darts awake as he looks around - everything he has is gone.

Walking down a dirt road with a blood soaked rag to his head, he passes a charred abandoned factory with broken windows.A PRISON TRUCK drives by full of BLACK PRISONERS, all chained together. Cecil stares at the truck, scared this will be him.

A line of ragged looking white men, women and kids, are lined up in a grimy bread line. They SCREAM and hiss at Cecil.Little kids throw stones and rocks at him. Cecil runs away.

A rainstorm hammers down upon Cecil who cradles himself in a small tin shack. Water drips on his head. Drip Drip Drip.He looks like he's slowly going mad. Drip Drip Drip.

Cecil stumbles in to a country town through pouring rain. He peers in a window of a closed country store, sees groceries.Transformed into a depraved soul, he finds a large rock, picks it up to throw it through the window... ...but he suddenly STOPS as he sees a glow in the distance. He slowly walks through the rain toward the glowing light. The closer he gets, the more his eyes fill with fascination. He walks right up to an ornate glass window at a beautiful Southern HOTEL. Through the window he sees... Three BLACK MEN in elegant black tuxedos. They are placing gold forks next to china dishes in an opulent dining room.

Having cleaned up a touch, he is in the kitchen of the hotel. The HEAD BUTLER, black, 40's, glares at him with a meanness.Cecil turns to him with a warm smile, completely at ease.The Head Butler tries not to smile.

90 year old Cecil is seated on a chair, still being filmed.Cecil sighs, resigned.

A WEALTHY COUPLE walks in to the grand lobby of the Hotel. Waiting for them with scotch on a silver tray is Cecil, now 25. He wears a black vest and tie, exudes class and grace.

Cecil delicately pours red wine into a glass decanter, a lit candle under it to see the sediments more clearly.

Cecil shakes a martini shaker with grace and style. He twists off the top and effortlessly pours the martini into a glass.

Cecil hangs a guest's suit and shirt into the closet, then checks the buttons on the shirt, one at a time.Discovering one of the buttons is loose, he pulls out a needle and thread from his pocket and begins to re-sew it.Then, he hears CRYING in the next room. He peaks in and sees the shy maid, GLORIA, 22, black, crying on the floor.She holds up a white dress shirt covered in a red wine stain.

Ever since Louis has been gone I've been feelin' sort of...restless.

Is it true she's going to sell a White House guide to finance the restoration?

You never tell me anything! You're there all day and you can't even share your whole life with me!

And then those three kids were killed in Mississippi registering black folk.

So, Carol, I have all sorts of cooking supplies you can have when you two move in together.

That reminds me of a movie I just saw that you might like. 'In the Heat of the Night'. Sidney Poitier plays a cop that goes Sout--

Never disrespect your father in this house. NEVER! Everything you have is because of him. Everything! Your father is a saint and you will treat him with respect!

Well, I can't live in ignorance just because your boss is a two bit criminal with a gang of Cuban thugs on his payroll.

Nixon's henchmen. The same guys that broke into Daniel Ellsberg's psychiatrist office were behind the Watergate break-in's, it's obvious this is a conspiracy.

When he didn't appoint a black cabinet member. Not one single black man in his entir--

I just feel like I've spent the last 20 years watching the world go by on my television.

I'm just a quiet house wife from Washington DC, I never once saw myself as having the courage to stand up in front of people and speak out.

But for far too long the black woman has lived in the shadows. I say it is time we step out from the dark and let our voices be heard!

My grandparents were born slaves, and in a week I'm gonna come here and vote for a black man to be President of the United States.

Never in my wildest dreams did I ever imagine this could happen in my lifetime, and now I'm not only gonna see it, but I'm gonna be a part of it.

So the man cuts welfare benefits for millions, but sent poor people money out of his own pocket?!

Cecil holds the shirt under the sink as he vigorously rubs a bar of soap over the stain. She watches him, impressed.He holds it up, the stain is coming out. She smiles.But she keeps smiling at him...

Gloria stands in front of a PASTOR, wears a wedding dress.CUT TO - CECIL. He is next to her, looks slightly terrified.

A wedding reception is being held in the basement. A jazz band plays as dozens of people dance, drink and celebrate.Cecil walks around serving cocktails. Gloria hurries over and takes the tray. He shrugs, embarrassed, just can't help it. She escorts him to the dance floor as the band plays a slow tune. They slow dance, foreheads touching, madly in love.She shakes her head, no. Kisses him on the mouth.

Cecil carries Gloria into their honeymoon suite, a dank room with dirty carpets. They look like they are in Heaven.

They lie in bed next to each other, cuddling. Gloria looks blissful, but Cecil seems pensive.Gloria starts to beam.

Cecil changes his clothes in the run down locker room. The HOTEL MANAGER, 50's, white, walks in. He looks concerned.

Cecil stands outside the hotel trying to hail a taxi, but none will stop. Panicked, he sees the Wealthy Couple getting into a Bentley. An awkward look as they know he needs a ride.

Cecil runs down a street waving at cabs that won't stop. He sprints past a store with a 'WHITES ONLY' sign on it.

He hurries down the hallway of a dilapidated hospital, finds the door he's looking for. A young NURSE, black, stops him.But he moves past her and hurries in to the room.

Lying on a hospital bed in a room with four other PATIENTS is Gloria, she looks terrible, exhausted. Cecil hurries to her.Tears fill his eyes at the news.She nods.

Cecil is in the hospital nursery holding his newborn baby BOY who cries with all the other newborns. Cecil is in love.His son continues to cry.

The Gains house is packed with many NEIGHBORS, all African American, as Cecil walks around serving all of his friends fried chicken, biscuits and corn on the cob on a silver tray.Seated by himself in the corner is LOUIS, now 12 years old, a little chubby, he reads a comic book.Cecil nods to the BOYS seated in the living room. Louis shrugs, 'not really'. Cecil gives him an understanding wink. A fun neighbor, HOWARD, 40's, charismatic, grills the boys.A small boy in army fatigues, ELROY, 8, points at Cecil.The room 'ahhhs' as Elroy's mom, GINA, heavy, smiles.The room turns to Louis who looks unsure, a touch lost.There is a moment of silence, Cecil looks almost embarrassed.Cecil smiles at Louis, but it's clear there's the slightest ounce of concern for his son who's a touch different.

What about you, Louis? You want to work at a hotel like your dad?

My niece went to register to vote in Georgia and they made her wait for hours. Then when she finally got in, she had to take a test with all sort of crazy questions. Stuff only an expert would know.

The only reason why the President sent the FBI is cuz two of them were white.

Probably not right away, but I bet by the time I graduate high school, every school will be integrated.

You don't understand. Something is happening here, something special.

We're standing up for our rights. We're going to change the nation's consciousness toward the American negro.

If I can't sit at any lunch counter I want, then I'm not really alive.

So you're going to ride busses into the deep south to confront the law?

No, sir. We do not seek equality with the white man. We want us both to be raised up.

Three months. When I get out, I'm going to take another Freedom Ride.

Because it is my right to ride that bus. That is my legal right and I will exercise my rights as an American citizen!

Every time I'm rottin' in jail, all I think about is you. You keep me sane in this insane world. I want you to be my wife.

The sisters in our political organization refuse to partake in traditional gender roles.

We promote Black Power through pride in our African heritage as expressed in the teachings and self discipline of Brothers Huey Newton and Bobby Seale.

Sidney Poitier is the white man's fantasy of what he wants the black to be. Well behaved with no sense of his manhood as a sexual being.

Only in a way that is acceptable to the white status quo. He earns the white man's respect with false dignity instead of fighting against the immorality of his degradation.

By being white, by acting white. Sidney Poitier is nothing but a rich Uncle Tom.

Shit, alright. I'm gone. You negroes be good, while me and my girl get y'all some mo' rights.

I was always proud to be in jail...but I don't think I'd be proud to be there for what we're about to do.

With the economy spiraling out of control, there is no greater time for Affirmative Action than now. I know these measures are not popular with white voters, as they seem to feel that racism is a thing of the past, but the truth is that black America is still significantly disadvantaged due to past and present discrimination.

You can't kick a man in the dirt for 400 years and then accuse him of being dirty.

I know everyone is disappointed, and no one more so than me. But we have to remember that even though we lost tonight, we need to celebrate that another brother has won an election. Now I know he may not be our kind of brother...

...but a black man is going to the state assembly and for that we should all be thrilled.

Ten years ago we couldn't even vote in the South and now we've got brothers and sisters in Congress and state offices.

Maynard Jackson is the mayor of Atlanta, Tom Bradley in Los Angeles, Carl Stokes, Shirley Chisolm, Barbara Jordan and the list goes on and on! We are doing it! We are starting to live the American dream!

I've been through so many dark times, but in all those years gettin' beat and thrown in prison, I never thought I'd see the day that I would have to give a concession speech.

I want to thank you all for your hard work, and I want to thank my beautiful wife, Sarah, for all those long hours on the trail.

Everyone knows the fool only got into Harvard because of Affirmative Action! What's the matter with these people?!

Twenty-five years ago we marched in this country for our rights, today we march to free the people of South Africa!

Ronald Reagan has attacked or dismantled every civil rights program that has ever been put in to place. Aiding the oppression of black South Africans is consistent with his policies on race issu--.

Holding a tray of martinis, Cecil approaches a table of WEALTHY MEN. A man with CREW CUT, 40's, stern, searches his pocket for matches as he listens to a LOUD PATRON.He sets his scotch down close to the table's edge. Cecil glances at it, then notes how full the other glasses are.All eyes turn to Cecil, the Crew Cut Man paying particular attention as he keeps searching for matches.The Crew Cut Man smiles, liked the answer.He pats Cecil on the back, knocking the scotch off the table. In one motion, Cecil CATCHES it, places it in on the table and LIGHTS the Crew Cut Man's cigar with his other hand.Puffing out smoke, the Crew Cut Man grins at Cecil.

The best decision that court ever made was to slow the whole mess down. Nigger boys in school with white girls?! Hell, we'd have another civil war!

Cecil, what do you think of nigger kids in school with white folks?

Nor should you, Cecil, they're all criminals. Earl Warren should be hanged. He's the dumb son-of-a- bitch judge that said it was okay to integrate the schools.

Seated by himself reading a comic book, Louis notices a group of kids huddled around something. He walks over to them.A TEEN holds up a copy of Jet Magazine opened to a gruesome picture of a black teen boy's CORPSE with a mutilated face.Louis can't help it, he starts to cry.

Emmet Till. Some crackers did this to 'em in Mississippi for talkin' to a white girl.

Cecil drives Louis home from school in his Ford 2 door. Louis stares in silence at his lower class neighborhood of small, but lively storefronts - grocers, liquor stores, restaurants.Louis looks at his father.Cecil doesn't answer at first. Then -Louis stares at him, uneasy with what his dad just told him.

Cecil is changing into his street clothes when the Hotel Manager sticks his head into the room, he looks concerned.Cecil stares at him, baffled.

Cecil walks up to the Blair House, a federal-style townhouse that faces the WHITE HOUSE. He glances at the White House, takes a breath, then walks into the Blair House.

Cecil sits in a small office, finely furnished with turn of the century antiques. He sits across from FREDDIE FALLOWS, black, mid-50's, has the formality of English royalty.Slight beat.Cecil immediately knows that Freddie doesn't want him.Cecil glances at a collection of crystal doves on his desk.Freddie looks surprised.Freddie stares at Cecil for a beat. Then:

I didn't. You served RD Warner at the Excelsior Hotel a few years ago. He is the Chief Usher here which means he oversees operations for the entire House. Needless to say, you made quite an impression.

Mr. Warner and myself make note of potential staff around town, but butler positions rarely open as most stay on for 30 years or more.

It was a surprise for me as well. As the White House Maitre D', I normally hire the butlers.

We have six houseman who are primarily responsible for furniture and chair arrangements.

16 maids, 6 butlers, 4 carpenters, 2 painters, 7 electricians, 9 engineers, 2 plumbers, 2 grounds keepers, 3 florists, 2 pantry men, 3 dishwashers, 3 doorman, 4 florists, a full kitchen staff including pastry chef and 3 full time calligraphers.

Every hour of every day, he makes sure that every clock is set to the exact time.

The glasses are always placed in the following order: Water, white, red and flute. Always serve from the left and when lifting a plate--

--you must never scrape the bottom. The tinkle of silverware will get an immediate report to me which I report to the Chief Usher.

You must never listen or react to a conversation. The room should feel--

And never ever rush service, because Mrs. Eisenhower is watching you like a hawk.

Very good, Mrs. Eisenhower. Allow me to introduce our new butler, Cecil Gains.

It is unacceptable, Mrs. Eisenhower and I assure you that his presence will no longer be required.

Gloria, Louis, Gina and Elroy and several neighbors are all in the living room, waiting. Elroy is very excited, but Louis looks indifferent, reading a book. From upstairs they hear -They all shout 'yes' in unison. Cecil slowly walks down the stairs. They first see his shiny shoes, then his sleek pants and finally the full view - a perfectly tailored tuxedo. The entire room applauds as Gloria tears up, so proud.Elroy is in total awe, but Louis looks a little uneasy.

Cecil is in his car in the employees parking lot that overlooks the South Lawn, directly behind the White House. He gets out and looks around, eyes peeled open in awe.

Cecil walks down a treeline pathway toward the side entrance where flags stick out of lamp posts. He stops at the Security Gate, a shed with a glass window.

Cecil and Freddie walk through the elegant first floor of the entrance hall. Marble walls with red carpet and pink tiled floors, a French palace and a museum rolled into one. Four HOUSEMEN, all black, late 20's, are setting up ropes, barriers and tables for the White House tour.Freddie gives him a 'you have no idea' look.They walk the Cross Hall passing the Presidential portraits.Freddie nods at a small MAN who sets a clock in the hall.The Crew Cut Man from the hotel, RD WARNER, walks by. Cecil's eyes light up, he steps forward.But RD Warner keeps walking, doesn't even acknowledge him. Cecil is surprised by the snub. Freddie whispers in his ear:Cecil nods, he gets it.

Cecil enters the plain locker room with chipped benches. Two butlers are changing into tuxes, BOOKER PARKER, 32, short and fiery, and CARTER WILSON, 40, stocky with a solemn demeanor.They immediately clam up as they see Cecil. Eyeing the new guy. Cecil holds out his hand.Carter shakes his hand first.Cecil is taken back. Carter shoots Booker a frustrated look.Booker holds out his hand.They shake hands.Cecil turns to Booker, smiles with warmth.Carter high fives Cecil. Fast friends. Booker smiles.He bows his head, then walks out. Carter smiles at Cecil.

Carter Wilson, head butler and this is Booker Parker, second butler.

Out there in the White House, but you in the black house now, boy, and I'm just a blood that's curious where the other blood stand.

Now if you gentleman will excuse me, the First Family needs their filet mignon and Grand Mariner. A pleasure meeting you, Mr. Gains.

Well, Mr. Vice President, the colored help gets paid almost 40% less than the white help.

Yes, sir, and it's very difficult for us to be promoted. There isn't a single colored houseman that's been made an engineer and many of them have been here for years.

We're going to have a fund-raiser at church next month for all those kids in Mississippi trying to register black folk. You bloods should come down.

What about you two Tom's? Those kids are putting it on the line.

Cecil and Fallows stand in the State Dining Room, an elegant room with ornate gold curtains, gold chandelier and a massive portrait of Abraham Lincoln over the marble fire place. They hover over a dinning table covered in the finest china, crystal and flatware. Freddie points to the crystal glasses.He leans in from the left and effortlessly lifts the plate.Cecil nods, but it's clear that this is serious business.Freddie nods.As if on cue, the door opens and in walks MAMIE EISENHOWER, 59, with her SOCIAL SECRETARY. In a sundress, Mamie dresses youthful with curly bangs, but she acts like a general.The Social Secretary hands Freddie the menus.Cecil gives a slight head bow.Cecil looks surprised, it's cutthroat here. Mamie feels bad.Mamie smiles at Cecil, flipping from General to hostess.And with that, she moves on as quickly as she came.

Freddie, I just finished tonight's menus. I've decided to change asparagus to green beans.

Speaking of which, at the Navy dinner, I noticed that on three separate occasions, Roger picked up courses too soon. This is the third time I've mentioned his service.

Welcome to the House, Cecil, I hope your time here is pleasurable.

...they've been the most special years of our lives, and much of that we owe to all of you.

Cecil is in the small kitchen with steel appliances and cabinets. He places a teapot on a silver tray as the STAFF, black, shoot him glances, they know it's his first serving. As he lifts the tray, a photographer takes a picture of him to record the moment. He looks fantastic in his fitted tuxedo holding a beautiful tea set. Freddie whispers in his ear:

Cecil walks down the hall to the corridor entrance of the Oval Office. A tiny bead of sweat forms on his forehead.

Cecil walks in to the Oval Office and sees DWIGHT D. EISENHOWER standing upright at attention by his desk. His presence is enormous, but he exudes a grandfatherly warmth. Cecil tries not to stare at him, but it's hard not to. He sets the tray down and begins to pour a cup of tea. Two other men are seated on the sofas - the Chief of Staff, SHERMAN ADAMS, 56, tough and harsh, is in an argument with Attorney General, HERBERT BROWNELL, 51, calm and low keyed.Cecil picks up the cup and saucer, but it rattles as his hand SHAKES from nerves. He grips the cup with the other hand to stop the rattling and carefully sets it down on Ike's desk. Ike steps forward, his presence overtakes the room.Cecil begins to pour another cup, his hand shakes even more. He's not listening, totally focused on not spilling.Cecil pours another cup, but a tiny bit of tea pours over the edge. He quickly takes out a napkin and drys the saucer.Cecil places a cup of tea in front of Sherman Adams, trying to be as obsequious as possible.Ike sips his tea as he struggles through his feelings.Cecil grabs his tray and hurries out of the room.

So what are you suggesting? Sending federal troops to Little Rock?

No, no, no. I can't see any situation where I'd send troops to the South. Ever. It would cause another Civil War.

If the Federal government doesn't enforce Brown, then who will? The South must comply with the law.

The South has been in compliance with the law for the last 60 years. They've built their entire society around the law. Then, in one day, that damn fool Earl Warren tells them their entire way of life is now illegal. It's going to take some time for them to adjust.

I understand, Mr. President, but if Faubus continues to block the negro children, then we must enforce the Constitution.

Let's give Faubus more time. With a little persuading, he'll back down. We just want to move slowly.

The State Guard just blocked all the colored kids from entering the school again.

I have today issued an Executive Order directing the use of troops under Federal authority to aid in the execution of Federal law at Little Rock, Arkansas.

From the bottom of my heart, I want to thank you for everything you did for us. These last eight years...

Walking out of the Oval Office, sweat freely pours down Cecil's face. He dabbles a handkerchief on his forehead.

Cecil serves Gloria, Louis and Elroy dinner as everyone listens with rapture.Gloria nods, a little disappointed, but understands.Elroy grins, very exciting. Louis clears his throat, loudly.Louis takes out a flyer and hands it to his dad, it reads - 'MAMIE TILL, MOTHER OF EMMET TILL, SPEAKS OUT!'Gloria glances at Louis who can't hide his disappointment.

Gloria and Louis are in a packed African-American church.Louis nods, so thrilled to be there. Up on the stage walks MAMIE TILL, 34, black, pretty. The audience gives her a warm round of applause. She walks to a podium next to a large black & white picture on a pedestal of the smiling Emmet Till. On another pedestal is the photo of his mutilated corpse. She speaks softly:The audience yells 'That's right!' and 'Tell it like it is!'The audience jumps to its feet, screaming with fire. Louis yells, transformed by Mamie Till who looks right at him:Louis is taken aback, he never thought he would be tested.

If I should cry for the rest of my life there wouldn't be enough tears for my son Emmett Till.

I'm just a quiet house wife from Chicago, I never once saw myself as having the courage to stand up in front of people and speak my mind, but we can't allow what happened to my boy to ever happen again!

Ike stands in front of his VALET, a Filipino man in a Navy uniform. The Valet buttons Ike's shirt up for him.Ike stares forward in deep thought, very conflicted. Cecil walks into the room with a coffee as the Valet takes the President's dirty pajamas and exits. Ike sips the coffee.Ike stares at him for a beat, then nods. As Cecil turns to leave, he sees a furious Sherman Adams in the doorway.

...and only then will we see who is truly on the side of the righteous.

Ike sits behind his desk as he speaks directly into a TV camera. Sherman Adams and Herbert Brownell are in the room.Brownell shoots Sherman Adams a subtle look, Adams shrugs.

Cecil, Booker and Carter watch the announcement with the dishwashers in the kitchen. Everyone has a look of pride.

'Thus will restore the image of America and of all its parts as one nation...'

A huge auditorium is packed with friends and family for a high school graduation ceremony. The PRINCIPAL, black, announces the names of the graduates.In cap & gown, she walks across the stage to get her diploma.Cecil, Gloria, Elroy, Gina and all the neighbors cheer like crazy as Louis walks across the stage. Three years older, Louis is a fit, handsome, but still shy young man. We PAN ACROSS the rows of the GRADUATES in cap and gowns - every single one is black. There has been no integration.

Cecil and Louis drag a trunk full of clothes to the cargo load of a Greyhound bus as Gloria waits by the door.Cecil tries to smile through the pain of losing his son.Louis looks right at his dad.He walks back to his mom. Cecil is taken aback, confused. Gloria awaits by the bus door in tears, she hugs Louis.Then Cecil hugs Louis, holds on to him a little bit longer than he should, just doesn't want to let go.Cecil finally lets go. Louis takes a deep breathe, then gets on the bus. The white BUS DRIVER nods to him to go to the back, Louis nods back, no problem, sits at the back. As the bus pulls away from the station, Louis waves to his parents who wave back. They hold each other as they watch their son go off to college, a sadness filling their souls.

90 year old Cecil stares forward with the same look from the bus station, sadness. The Camera Man changes the subject.Cecil smiles.

CLOSE UP - an escargot dish filled with delicious snails. Cecil sets the tray down in front of the President of France.

Cecil hands Ike a putter on the South Lawn putting hole.Ike misses the shot, slams the putter on the grass.

A weary Cecil and Booker place the Truman China back into boxes. The room is filled with all of the White House China.

Cecil, Booker and Carter help the pastry chef, LUKE JA'DEAN, 50's, passionate, make an elaborate french dessert.The Vice-President, RICHARD NIXON, 47, walks in. He feels like the kid in school that desperately wanted to be liked.Nixon pulls out four buttons that say 'NIXON FOR PRESIDENT. 1960'. The butlers all 'coo', immediately put them on.Carter nods but Booker smiles a little too wide.Everyone shakes their heads as Nixon dabs a handkerchief on his forehead. Nothing gets him angrier than Kennedy's wealth.The Butlers all stare back at him, no one wants to answer.Booker grins, doesn't buy it.Richard Nixon's face drops. All of his 'campaign' enthusiasm vanishes as the shrewd Tricky Dick pops out.Cecil nods. Nixon leans into him.All eyes on Cecil who shrugs, he doesn't really know.

Now I don't want to say anything negative about that Kennedy boy, I'm sure he's a fine fellow, but do you really want a spoiled rich brat who never lifted a finger in his spoiled rich brat life to be your next president!?

Now let me ask all of you, as members of the negro community, what are your biggest concerns?

I tell ya what, Booker, when I'm President, the first thing I'm going to do is look into getting you gentleman the raises and promotions you deserve. Of course I'll have to check with certain oversight committees and the National Trust foundation, if we have one, but I'll definitely look into it.

Ohhhhh. 'Son'. Got it. The accent. Well congratulations, Cecil, what a fine accomplishment, just fine. Where's he going?

There's this whole black power movement going on, right? What if Nixon promotes black power to mean black businesses, and we find ways to support black entrepreneurs. We pass the buck on desegregation to the courts, but push black enterprise to win over the 20% that could vote our way.

God no! Did you read Hoover's memo?! It's terrifying. I gave him the green light to go after them with all we got.

I want you all to know that I leave with deep regret in my heart. You lifted me up during the tough moments and for that I will always be grateful.

Louis is in a rundown area, wooden shacks with dirt lawns. He holds a flyer with a picture of a Hindu Goddess on it, written across the top is 'FELLOWSHIP OF RECONCILIATION'.From out of the shadows steps CAROL BLUE, 19, black, wears a school girl skirt and has her hair in a modern coiled flair. Carol exudes a natural charisma, outgoing and brash.They shake hands, but she doesn't let go.She drags him toward a small red brick chapel on the corner.Louis blushes, he's in love.

That's what some of us are calling the Lawson workshop, the love school. Is that what you're lookin' for?

Damn, boy, I'm amazed I saw you, you the darkest nigger I eve' seen.

We feel if we pay these fines we would be supporting the injustice and immoral practice that have been performed in our arrest and conviction.

We're losing the momentum. King is in prison and no one cares, something's got to happen, we got to make something happen.

I've hated myself since before I was born. How am I supposed to know how to love you?

We provide free breakfast for children, free medical clinics, and free self defense classes.

I love you, Louis. I'm sorry I never could say that before, but I really do love you.

Don't ever forget that, okay, baby, please don't ever forget it.

The room is full of COLLEGE STUDENTS, all black, they listen to JAMES LAWSON, 29, black, bespectacled. Very zen, mystical.He points to a picture on the wall of MAHATMA GHANDI.CUT TO - LATER James Lawson has his jacket off, sleeves rolled up. Everyone is paired up into teams of two seated across from each other.CUT TO - LATER Carol curls into a fetal position as a student 'kicks' her.CUT TO - LATER Louis is surrounded by students yelling and spitting on him.James Lawson steps forward to make the most important point.

Mahatma Ghandi combined them into one word, Satyagraha, to mean love force. This is the foundation of his philosophy of non-violent resistance and it's what Martin King used in his bus boycott a few years back. We will study Ghandi's techniques to train you to become an army, but in this army, your only weapon will be love.

When they scream at you, visualize them as a baby...a time before they were taught to hate.

It's not enough to resist the urge to strike back. You must have no desire to strike back. You must love the person that's hitting you, you must love the hell out of them, because that is the only way you can change their heart.

For it is only when they learn to love you back that we will truly become a Beloved Community.

Louis and Carol walk down the street with three students. The men in suits, women in blouses, all nervous, but determined. Carol grabs Louis' hand as they walk hand in hand toward - WOOLWORTHS DEPARTMENT STORE.

Twenty butlers and housemen are setting up for a State Dinner. Cecil sets down a plate followed by Carter with the gold flatware, followed by Booker with the wine glasses. RD Warner stands under the painting of Abraham Lincoln as the black staff scrambles to set up the ornate room.

The five students get off the escalator and walk right up to the LUNCH COUNTER. It is half filled with WHITE PATRONS. The black students sit down at the counter. The white patrons immediately look at them. A WAITRESS drops her tray.But the students stare forward, they aren't going to move.

MILITARY AIDES escort LADIES in dresses into the East Room as their MALE dates tag along. As they all line up on the red carpet, the doors to the State Dining Room open revealing - The BUTLERS upright at their stations dressed in tailed tuxedos. The candle lit tables are covered in the finest china, flatware and crystal. A vision of pure opulence.The Military Band strikes up 'Hail to the Chief' as Ike and Mamie walks down the corridor lined with Military Aides.

Ladies and Gentlemen, the President and First Lady of the United States.

Ladies and Gentleman, the President and First Lady of the United States.

Having sat for hours, the students still sit at the counters reading books as many white ONLOOKERS stare from a distance. Concern fills Carol as she points toward the escalator - A group of angry white TEENAGERS are walking toward them.

All of the guests are seated at their tables as Cecil and the butlers stand at attention. Freddie nods at the butlers who start serving filet of sole. Cecil elegantly sets one down.

A White Student DUMPS ketchup on Carol's head. Others laugh as they squirt mustard on them. The black students stare forward in zen calm as Louis looks at the counter Manager...

Cecil sets down the next course of French lamb chops with minted pears in front of a FEMALE GUEST who is so delighted she kisses her HUSBAND on the cheek.

An aggressive student with a CREW CUT punches Louis in the face. Louis FLIES off his stool onto the ground. Carol jumps on Louis followed by the black students to form a coordinated protective ball. The Crew Cut student pulls Louis out and punches him. Louis looks him in the eye as he hears:He punches Louis again.As Louis looks up, a massive GLOW OF LIGHT shines behind his attacker, a light that is pure and bright and beautiful.Louis's eyes light up into a trance-like state, he's having a mystical experience. A smile forms on his bloodied face because Louis now loves this man. Five POLICE OFFICERS hurry into the lounch counter area and immediately handcuff Louis and the other black students.The White Students CHEER as the bleeding black students are lead away. The Crew Cut student grins, until he sees - Four new BLACK STUDENTS are now SEATED at the lunch counter.

All of the butlers are lounging in the kitchen. They are all exhausted as they hold up wine glasses for a toast.Cecil beams, proud of his work as he clinks his glass.

The five students are escorted to a police paddy wagon as they peacefully sing their anthem, 'We Shall Overcome':Up and down the street, 100 black STUDENTS are being hauled into police paddy wagons as mobs of whites scream at them. This was a coordinated sit-in all over downtown Nashville.

'We shall overcome. We shall overcome. We shall overcome some day.'

Eighty-two proud students, mostly black but a couple whites, are seated in a packed courtroom. Louis and Carol sit next to each other, smiling, proud. Then - Louis's smile drops. He sees Cecil standing in the back of the courtroom, his father looks horrified. Louis walks over to him.

A furious Cecil scolds Louis in a corner of the hall.Cecil stares at him, angry and scared.

JUDGE JACK HARRIS, balding and heavy, sits up on the bench staring out at the courtroom. The attorney Z. ALEXANDER LOOBY, 61, black, sharp, stands up in front of the judge.Judge Harris turns his chair AROUND so his back faces the court, he's not going to listen. The students gasp in shock.The Judge's back is still to the court. Looby speaks louder:He throws up his arms and yells at the Judge.Judge Harris turns back around and faces the students.Carol leaps to her feet. She calmly announces to the Judge:All of the students rise to their feet in solidarity.He SLAMS his gavel as we CUT TO - FULL SCREEN - ARCHIVAL NEWS FOOTAGE: A MONTAGE of news clips of sit-in's all over the country.

--absolutely no merit. These students were calm, quiet and in compliance with all conduct laws.

The mob that beat them are the ones that should be tried for disorder--

I find the defendants guilty of disorderly conduct and sentence them to thirty days in the county workhouse or a fine of $50 each.

"Sparked by the Greensboro and Nashville sit-in's a phenomenon has erupted across America."

"...in protest of their policies of only serving white patrons."

Protests in Birmingham, Alabama turned violent this morning as police turned fire hoses on the protestors, most of them children.

'The Alabama State Gaurd brutally suppressed a march from Selma to Montgomery today in what has been dubbed 'Bloody Sunday.'

"The White House continues to deny any involvement in the break in at the Watergate hotel."

All of the neighbors are outside the Gain's house, everyone is talking, gossiping, concerned looks are shared.Several people nod in agreement.

A scared Gloria watches the news coverage of the sit-in movement with more neighbors. Gina has her arm around her.Cecil is in the staircase staring at an old family photo during happy times, he is filled with a deep concern.Elroy tugs on his leg, he's scared.Cecil stares back at him, not sure of the answer.

"Thousands of negro students joined by some white students have been 'sitting-in' at department store lunch counters..."

Ike and Mamie stand in front of the entire staff.Ike tears up, Mamie finishes for her husband who can't speak.The staff is in tears too as they applaud. Even Booker cries.Ike and Mamie say tearful good-byes to each one individually.

90 year old Cecil shines a pair of black dress shoes, he looks up into the video camera.

Every member of the White House staff carry moving boxes and haul furniture down the Center Hall.The Chief Usher, RD Warner, keeps glancing at his watch as the staff carries out the Eisenhower's personal belongings.

A 1950's moving van is parked underneath the North Portico. The Housemen place the boxes and furniture into the van.The moving pulls away as an identical MOVING VAN pulls up in its spot. We hear the distinct Bostonian accent of -

Preserve, protect, and defend the Constitution of the United States.

Next week I shall ask the Congress to enact legislation giving all Americans the right to be served in facilities open to the public.

The entire White House staff carries boxes and new furniture.RD Warner glances at his watch, starting to sweat.

That I will faithfully execute the office of President of the United States.

Mrs. Eisenhower was concerned about this as well, but as I explained to her, when it comes to redecorating, the budget is very limited.

If Cuba launches a missile attack on the capital, your number one priority is to get the First Family out of the house first.

Mrs. Kennedy, would you like me to have a change of clothes brought down?

You're very well liked here, Cecil, but if you're unhappy with your salary or position, than I suggest you seek employment elsewhere.

The master bedroom is being set up with a new blue draped four poster bed, Cecil gracefully helps guide it into place.

Cecil opens a box filled with stuffed animals and meticulously places them in the play pen for a baby boy.

Cecil delicately sets down a rocking horse next to a canopied bed as a maid places pink rosebuds out for a young girl.

All of the staff is lined up in the Entrance Hall everyone stands at attention, tense. RD Warner wipes his sweaty brow as Cecil whispers to Carter.Carter nods, then whispers back.Booker leans in and whispers:The front doors open and in walks JOHN 'JACK' KENNEDY, 43, handsome, lean, and his beautiful wife JACKIE, 31, tall, wears a fawn coat and pillow box hat, she's a touch shy. Jackie holds their 3 month old, JACK, JR, with daughter, CAROLINE, 3, behind them. They are surrounded by many AIDES. Jack flashes an enormous grin, he exudes charm and class.Jackie is slightly aloof as she speaks in almost a whisper:Everyone laughs. The baby, John Jr., starts to cry.The room laughs, Carter turns to Cecil, nods with approval.

I want to start by saying that I'm thrilled we're going to be working together over the next four years.

I was sick so much as a kid that my brothers used to joke if I got bit by a mosquito, the mosquito would surely die.

I take it the 'National Committee Against Discrimination in Housing' is being sarcastic.

I don't have time for this right now. I need to use my capital on Kruschev and Castro.

When Jackie told me she wanted to use the White House as a platform for the arts, I knew it was a good idea because I do what Jackie says.

The last time our esteemed guest Pablo Caslas played in the White House was fifty-seven years ago.

I'm guessing he's beat up, but from his record, he must be used to it. He's been arrested 16 times in the last two years.

One hundred years of delay have passed since President Lincoln freed the slaves, yet their heirs, their grandsons, are not fully free from the bonds of injustice.

A great change is at hand, and our task, our obligation, is to make that revolution, that change...

Mr. Warner, there seem to be very few historic artifacts. There's barely an item here before 1948.

I'm not talking about redecoration, Mr. Warner, I'm talking about restoration.

I want them to see, I want them all to see what they did to my husband.

So now he is a legend, when he would have preferred to be a man.

Please, Cecil, he'd want you to have it, Jack was very fond of you.

The Kennedy's tour the house, looking at all the art work with RD Warner, Cecil and Carter in tow. As Jackie looks around, she seems unhappy. She speaks in a light whisper:The shy Jackie washes away as her voice gets much louder.

Jackie walks with an exhausted RD Warner and Cecil in tow down the Center Hall pointing at the empty walls. FADE CUT - LATER The walls are now covered in a beautiful series of portraits of proud American Indians by George Catlin.

Cecil walks out of a new florist shop. Up and down the street, businesses are repainting and upgrading.

Cecil walks in and sees Gloria repainting the living room. Her hair looks like Jackie's and she wears an A-line dress.Gloria waves her hand with a refined touch.

Cecil is in bed reading a book on Addison's disease. Gloria reads a Life article about Jackie. She turns to Cecil:Gloria turns away, looks slightly unhappy.She stares at him for a beat, then changes the subject, pointing at his book.She curls into his chest, talks in sweet-talky voice.She rolls over, shuts off the light.He feels guilty, never knew this upset her so much. Then - he goes back to his book on Addison's Disease.

Cecil walks into the bedroom as a DOCTOR is administering a shot into Jack's arm. There are several prescription bottles. Jack's VALET, another Filipino, brushes a jacket with a linen brush. Jack grins at Cecil as he takes a series of pills.As the Valet puts Jack's suit jacket on him, Jack clutches his back in pain. Cecil grimaces, feeling Jack's pain.

Cecil walks into the Oval Office with a tea set and water. Jack is lying on the floor on a heating pad, still in pain. Cecil brings him cortisone pills and another glass of water. Jack is mid-conversation with his brother, BOBBY KENNEDY, 36, tough and mean. He sits with his aide, JOHN SEIGENTHALER, 32, slim, idealistic. Seigenthaler holds up a pen.Jack takes the pills, then hands the glass back to Cecil.Cecil begins to pour a cup of tea, but unlike the last time we saw him do this, he looks smooth and graceful.Cecil sets the tea in front of Bobby who doesn't look up.John Seigenthaler eyes Cecil as he pours another cup of tea.Cecil slightly flinches at the mention of the sit-ins.Jack ponders it as Cecil walks toward the door with his tray.Jack looks over at Bobby.Bobby slightly grins, he likes to win.Cecil glances at Bobby...he hopes that he's right.

This was sent from the 'National Committee Against Discrimination in Housing' as a reminder to follow through with your campaign pledge to wipe out federal housing discrimination with one swipe of a pen.

We lose the support we'll need from Southern Senators on Cuba if we touch civil rights right now.

I think there is a moral imperative to fight against discrimination.

We barely won the election! We don't have the mandate or the political need to touch contentious social issues right now.

The sit-ins didn't budge popular opinion. The country doesn't support civil rights, Jack, I don't think you should either.

We don't know, it hasn't been confirmed. Governor Patterson won't return my calls.

Louis and Carol are in the tiny headquarters of the 'Congress of Racial Equality'. It has a pre-hippy, new age vibe. They sit with JAMES FARMER, 41, black, theatrical voice.They shake their heads, no.Louis and Carol exchange glances, nervous, but Carol nods.James Farmer smiles at his fellow warriors.Before Louis can answer, Carol quickly responds:Louis looks disappointed, but he mutters.James Farmer knows that Louis was hoping otherwise.

It outlawed segregation in bus terminals, but the law has never been enforced.

Exactly. We expect to be beaten, maybe even murdered, but we will exercise our legal rights.

Wearing a tuxedo, Jack stands in front of several hundred elegant guests seated in chairs.Everyone laughs.

The great musician, PABLO CASALS, 85, wise, finishes a glass of water, whispers to Cecil in his Spanish accent.He hands him the glass of water. Then -Cecil doesn't know what to say, stunned. Just then, the crowd in the East Room applauds. Freddie opens the door for Caslas who enters the room. Cecil sits next to Booker and Carter.Cecil looks at him for a beat. Then -

Holding his violoncello, Casals gives the President a slight head bow, Jack nods back. Then, he begins Mendelssohn's Trio in D Minor. We hear the most beautiful music play into...

A dozen Freedom Riders are on the bus with a few JOURNALISTS, white. Every black Freedom Rider sits next to a white one. The mood is fairly relaxed. Louis sits toward the back, speaking to a JOURNALIST. Carol is asleep a few seats over.The bus slows down, pulling into a bus station. Everyone sits up alert as they see the bus station is completely EMPTY.A MOB of white people with chains and bats STORM out from behind the bus station. Louis screams at the driver -The Freedom Bus takes off down the highway, but a row of cars and trucks pull out from behind the bus station. An ambush. GUNSHOTS blare out that hit the tires. The bus SKIDS back and forth, then skids onto a dirt embankment and comes to a stop. The cars catch up and a mob of 100 WHITE MEN jump out and start SMASHING the bus windows with bricks and chains. All of the Freedom Riders drop to the center aisle of the bus as glass shards fly on top of them. Then - A MOLOTOV COCKTAIL flies into the back window setting the back on FIRE! The Freedom Riders push to the front of the bus and try to open the front door, but the MOB is outside PUSHING it shut. A white Freedom Rider at the bus door, ELI COWLING, pulls out a gun. The other Freedom Riders look stunned as he points the gun toward the mob through the glass door. The mob backs off. The door flies open as Eli Cowling holds up a badge.The crowd backs away even more. All the Freedom Riders stumble out of the bus, coughing and gasping for air. Then - THE BUS EXPLODES! The Freedom Riders fall to the ground as the mob begins to circle in them. One of them CLUBS Louis in the head as the cello music comes to a passionate conclusion.

Are you riding this bus to show that the negro is equal to the white man?

The concert over, Caslas shakes hands with the President. As Cecil hurries over with cocktails, Caslas whispers to Jack:Jack and Cecil are both taken by his words.

Cecil is in the upstairs kitchen taking notes. He writes - '20 guests, 10 servers, Truman service.' Then, he hears: BANGING at the end of the hall. He sticks his head out to see Bobby Kennedy pounding on Jack's bedroom door, he's furious.The door opens, a sleepy Jack sticks his head outJack's face drops in shock, Cecil's in horror.Bobby enters the room as Jack slams the door. Cecil stares forward in horror.Then - he feels a tug at his pants, a just woken up 4 year old Caroline Kennedy holds a children's book.Cecil instantly regains his composure.She walks him to a table in the kitchen. Caroline sits on his lap and opens 'Madeline's Rescue'. There's a picture of a spooky looking mansion that looks like the White House.Caroline beams as Cecil tries to not cry, so scared for his son. He puts his arm around Caroline as he continues...

Cecil and Gloria are on the couch watching Jackie's White House tour on the TV. They're tense, nervous.The phone rings! They jump up as Cecil quickly answers it.His entire body slumps in relief as hears:Gloria starts to tear up, knowing her son is alive.

''May none but wise men ever rule under this roof.' It was Franklin Roosevelt who loved that prayer and had it put on the mantlepiece.'

Bandages and bruised, Louis is in a blue prison uniform calling from the pay phone. The prison looks like hell.INTERCUT - CECIL AND LOUISCecil's eyes fill with tears, so scared for Louis.He hangs up the phone on his father.Cecil shakes his head, no, a look of painful defeat on both.

Cecil lies awake in bed, starring up at the ceiling.Gloria lies awake on her side, she's not sleeping either.

RD Warner is speaking to all the BUTLERS and several MAIDS.Several people nod. Terrified looks are exchanged.

Cecil passes the Red Room and sees one of the maids crying. He immediately gives her a warm hug.She nods as she continues to cry, so scared.

Booker reads a copy of the Washington Post with the headline: 'REDS AGREE TO SCRAP BASES IN CUBA'. Carter has a huge smile.Booker nods, but Cecil still looks scared.Cecil tries to smile.

Cecil lies awake in bed again, Gloria awake on her side.CUT TO: FULL SCREEN - ARCHIVAL NEWS FOOTAGE: Black & White archival footage of black children and teens being hosed down in the streets by police and firemen as barking dogs snap at them.

Jack, Bobby and Jackie watch the news footage, they look horrified. Cecil and Booker stand against the back wall, struggling to not appear upset. Jack looks deeply troubled.Cecil peeks out over Jack's shoulder, looking for Louis.

Louis is sprayed with a fire hose, jammed against a brick wall. Carol clutches a tree as water drills into her.

Cecil stares at the TV screen, barely able to hide his fear. He sees Jack staring at him, he quickly looks forward.

Cecil is in the Lincoln Bedroom dusting off the dark wood desk. He is about to walk out when something catches his eye. He walks back to Lincoln's desk and cleans off a small speck.Surprised, Cecil turns around to see Jack in the doorway.Jack Kennedy takes a step forward, lowers his voice.Cecil's face drops.His voice trails off, this is hard for him to say.Tears form in Jack's eyes.

Jack sits in front of a TV news camera in the Oval Office. Bobby stands nearby, watching his brother address the nation.

Louis is in a prison cell reading the speech in a newspaper. A small look of pride, his work is starting to pay off.

Carol is in a hotel room for 'blacks only' with five bruised Freedom Riders watching the speech.

A small smile forms on Bobby's face as his brother finishes his historic address. Bobby has been transformed as well.

The Butlers all watch the speech on a TV.Everyone applauds, except for Cecil who looks upset.

Cecil and Carter help out the dishwashers wash the china. Everyone is energized except for Cecil who looks distracted.A Polk plate slips through Cecil's fingers and SHATTERS on to the floor. Cecil stares at the destroyed plate in mild shock.But Cecil looks really upset at himself. Then Booker walks into the room, his face is ashen.Booker can't speak, clearly shaken about something else.Booker looks at the room.

Cecil and Booker place black webbing over the windows, the room has been completely transformed into a mausoleum. MILITARY GUARDS bring in the flag draped coffin and place it on the alter covered in black. Jackie and Bobby follow, she still wears her pink skirt covered in Jack's blood.Jackie shakes her head, no. Defiant.Cecil stares at the coffin, devastated with grief.

Still in her bloodied skirt, Jackie wanders the hall looking at the paintings as she clutches one of her husband's ties. Cecil gingerly walks over to her as she mutters:She smiles at Cecil, holds out the tie for him.He takes the tie.She touches his face, then continues strolling down the hall, looks almost like a ghost. Cecil walks the other direction. As he passes the Lincoln Bedroom he hears Bobby sobbing:Cecil stares at the door clutching President Kennedy's tie, he can't help it as the tears fall down his face.

Cecil lies in bed in his tux, the tie still in his hand. Gloria is clutched in his arms, face red from crying. They lie there in silence. Then Cecil slowly starts to tell her -FADE TO BLACK.:

Cecil, Carter, Booker and Freddie Fallows are out on the golf course watching Booker miss a long put. They yell, 'OHHHHHH!'They all laugh as they stroll to the next hole.The Butlers are stunned, Cecil beams at Carter.They all laugh with clear sarcasm.

LYNDON JOHNSON, 55, gray haired with glasses, fiery, manic, sits on the toilet with his pants at his ankles surrounded by four queasy staff members. Cecil is jammed in the corner.

You sorry sap ass motherfuckers gotta realize that the nigger ain't gonna take it no more! This entire country is a tinderbox, ya see, a goddamn tinderbox of nigger rage just waitin' to explode!

Next time there is a light on in an empty room, I will fire every sorry son of a bitch in this house. I mean it, Cecil, I'll go back to Texas and run the country from a dirt shack if I have to! Is that what you want?!

The reason why I'm calling so late is your husband is wavering on signing Kennedy's Civil Rights Bill, and the American negra' needs your husband's support.

Now, until he agrees to vote for this bill, I'm gonna have to call you every night at three in the morning, and if he doesn't vote with me, well, I may just keep on calling for the next year or two to tell you how disappointed I am.

Goddamit, King! You know how many bridges I had to promise to get the last bill passed! I owe every two bit Congressman three bridges, a park and a fuckin' airport. I spent eight months grabbing all these dumb sons-a-bitches by the balls and I got no more balls to grab, Dr. King, I used up all my negra' capital!

That's right, Dr. King. Now y'all are just gonna have to cool down for a little while.

Every American citizen must have an equal right to vote. Yet the harsh fact is that in many places in this country men and women are kept from voting because they are Negroes.

What happened in Selma is part of a far larger movement which reaches into every section and State of America. Their cause must be our cause too. Because it's not just Negroes, but really it's all of us who must overcome the crippling legacy of bigotry and injustice.

LBJ screams at Cecil in the Queens Room:Cecil flicks off the light switch. LBJ instantly flips to a gregarious, jovial southerner as he slaps Cecil on the back.

Cecil and Booker are playing cards, both drinking coffee. Carter reads a newspaper, looks at his watch, it's 3am.In walks LBJ's wife, LADY BIRD, sweet and private, she speaks in an elegant Texan accent. They both immediately stand up.Booker emphatically nods with pride.

I just feel terrible about Lyndon's schedule. He's been staying up all night long trying to get this bill passed, and y'all are stuck here.

I was thinking you could have some food pre-made for Lyndon that he'd heat up himself if he wants to eat in the middle of the night.

Cecil walks into the Treaty Room carrying a tray with a silver lid. LBJ is seated at the desk on the phone.He motions for Cecil to serve him. Cecil elaborately sets down a place mat, a gold fork, knife and spoon.Cecil places a large plate of green beans in front of LBJ, he covers the mouth piece, asks Cecil:Cecil nods. LBJ gives him a pleased wink.Cecil sets down a tapioca pudding and plate of pancakes next to the green beans, LBJ grins at his bizarre feast.As Cecil walks out, he glances at LBJ who digs in to the green bean. Cecil looks baffled by LBJ.

I know it's three in the morning, Senator, but I actually wasn't calling for you, I wanted to speak to your wife.

Good morning, Barbara, this is your President speaking, I sure hope I didn't wake you.

The butlers are in the pantry restocking the shelf with glasses and cups. They all look exhausted.Cecil and Carter nod in agreement. Then, Booker's face drops in amazement as he sees something. Carter sees what Booker sees, he too is stunned. Carter taps Cecil who jumps up. They stare forward in quiet shock at the end of the pantry, Booker's eyes fill with tears. Standing across from them is - MARTIN LUTHER KING. Only 35, King is very handsome with a rare ability to exude warmth and dignity at the same time.He steps forward and holds out his hand to Booker.Martin Luther King smiles, he's very approachable.He shakes hands with Carter who is also beaming. Cecil shakes his hand last, he is formal, a touch cool.King grins at their tuxedos.Cecil can't help it as a tiny smile creeps out.

I'm so sorry to disturb you, gentleman, but I wanted to meet you all. I'm Martin.

Your success with the Civil Rights Bill is greatly appreciated within the negro community, Mr. President.

No President has done more for the negro since Abraham Lincoln freed us from chains.

Only 5% of the negroes in Mississippi are registered to vote, 11% in Alabama. We desperately need a Voting Rights Bill if we're going to insure we are no longer blocked from Southern voting booths.

I should warn you, Mr. President, that I've got people in the streets down South right now trying to register the negro vote.

President Johnson may have a big heart, but he is making a tragic error in Vietnam.

Ah, yes. The black domestic. They serve a great role in our history.

The black domestic defies racial stereotypes by being hardworking and trustworthy. He slowly breaks down racial hatreds by the example of his strong work ethic and dignified character.

So even though we perceive the butler as being subservient, they are in many ways subversive without even knowing it.

LBJ sits across from MLK, each flanked by their aides. Cecil stands nearby underneath a magnolia tree.A tiny drop of water FALLS from the magnolia tree and lands on the back of Cecil's neck. It sends shivers down his spin, but he stands perfectly still, doesn't move.LBJ is beaming, feels great about what he accomplished.LBJ's smile drops. Cecil glances over in surprise.

Martin Luther King lights into LBJ:Cecil stares forward in stunned amazement.Another drop of water falls from the tree on to Cecil's neck, he shuts his eyes in pain. Chinese water torture.Cecil's eyes flicker in concern.Cecil glances over at King right as a drop forms above him.The drop falls...

A black male APPLICANT, 50's, is in a REGISTRAR OFFICE, being escorted by Louis. The REGISTRAR, snide, reads a question:The black applicant looks at him, baffled. The Registrar stamps the word 'REJECTED' on his application. Louis shakes his head in frustration.

If the President does not wish to sign a bill, how many days is he allowed in which to return it to Congress for reconsideration?

A lively party is going down in the basement of the Gains House. Cecil serves all his friends martinis and appetizers.Cecil continues to serve, he looks like he's not listening.Cecil tries to hide his fear at this news.Everyone nods, except for Cecil. Gloria turns to him.Most of the room nods in agreement, when Cecil speaks they listen. He holds up a tray of cocktails to lighten the mood.They all smile as they grab another drink. Gloria stares at Cecil, it's clear she disagrees with him.

Louis and Carol are with a huge crowd in the pews. They listen to a 39 year old black speaker in a black suit, skinny tie and browline glasses. His name is MALCOLM X.Louis stares at Malcolm X, taken by what he's saying. CUT TO:

Back during slavery, there were two kinds of negroes, there was the house negro and the field negro. The house negro lived better than the field negro. He ate better, he dressed better, and he lived right up next to his master.

Then you had the field negro who hated the master because they caught hell and felt the sting of the lash.

The same old slave masters today have house negroes, who are nothing more than 20th century Uncle Tom's keeping us passive in non-violence. That's Uncle Tom making you non- violent, so you suffer peacefully.

Dr. King came to Selma with his message of non-violence and I think the white people of Selma would do well to listen to Dr. King, before the field negro comes along and does things another way.

Cecil stands in front of the family in his White House Tuxedo for the first time. 14 year old Louis looks at him, uneasy.

The audience applauds as Louis nods in agreement.Louis' face drops, he no longer likes this speech.The crowd breaks out in applause, but Louis looks pissed. He glances at Carol who has a grin on her face. Louis does not like what he sees.

Louis and Carol are walking down a dark alley, he looks disturbed, unsure of what to make of Malcolm X. Carol also looks disturbed, but she's now unsure of what to make of MLK. Just then - a GUNSHOT rings through the night. Louis instinctually grabs Carol and shoves her up against a wall, their faces inches apart from each other. Then - She grabs his face and KISSES him on the mouth. Their mouths and arms inner-twine as they furiously make out in the alley.

Gloria walks down the stairs and finds Cecil standing in the living room, he holds up a personal check.Gloria cringes, knows that she's been caught.Cecil rips the check up.Cecil storms up the stairs. Gloria watches him go, upset.

Louis and Carol lay naked under bed covers in a dank motel room. Louis looks quietly content, but Carol is all business.Louis doesn't say anything.He turns to her:Silence. She doesn't respond.Louis stares at her for a beat. Then -She tries not to smile, but she clearly liked the answer.

Hundreds of black protestors are marching through downtown Selma toward the courthouse. As always, crowds of whites are lined up on the sidewalks screaming and booing at them. Police in riot gear stand between the whites and blacks. Louis and Carol march with the crowd. Carol looks worried, she whispers to Louis in hushed fury.She turns to him, an anger building deep in her soul.SHERIFF JIM CLARK, fat, jabs his nightstick into Louis ribs.Carol grabs the nightstick and stares at the Sheriff.Carol lifts her fist and PUNCHES Sheriff Clark right in the face. Totally blind sided, he falls over. Louis looks terrified and grabs Carol, but she shoves him off, jumps on top of the Sheriff and PUNCHES him again. And again. And again. And again. And again. Three cops finally jump on top of her and start beating her with their nightsticks. A PHOTOGRAPHER frantically shoots pictures of the beating.

In a packed black church, a PASTOR holds up a copy of the NY Times with a photo of Carol getting beat on the front page.Hats are being passed around where people toss in their dollar bills and change. Booker and his wife, THELMA, pretty, sit in the pews next to Carter and his wife, SOPHIE, shy.Gloria sneaks into the back of the church. She takes out a thick roll of one dollar bills and places it in a hat.No one is praying harder than Gloria.CUT TO: FULL SCREEN - ARCHIVAL FOOTAGE: Black & white news footage of the black protestors getting clubbed by a militia on the Edmund Pettus bridge.

Tomorrow morning these brave men, women and children in Selma are going to begin a march to Montgomery and we need to give them all the support we can!

Whatever change you've got, put it in the till because every dollar is goin' to Selma!

Oh, dear lord, protect these brave men and women as they march for freedom.

LBJ watches the newscast on three separate televisions at the same time. Lady Bird watches with him, horrified. Cecil stands behind him, trying to find his son on TV.

Louis is on the ground coughing from tear gas as riot police and horses trample everywhere around him. A bandaged Carol lies on top of a young teenage girl, protecting her.

Cecil looks terrified, but LBJ is stoic as the news footage reflects off his glasses, it effects him on a deep level.Cecil looks at him, not sure what he means.

LBJ stands at the lectern in Congress addressing the Senate, the House of Representatives and the country:

The negro is given a test. He may be asked to recite the entire Constitution, or explain the most complex provisions of State law.

And even a college degree cannot be used to prove that he can read and write. For the fact is that the only way to pass these barriers is to show a white skin.

On Wednesday, I will send to Congress a law designed to eliminate illegal barriers to the right to vote.

The real hero of this struggle is the American negro. His actions and protests have awakened the conscience of this nation.

His demonstrations have been designed to call attention to injustice, designed to provoke change, designed to stir reform.

Louis, Carol and Martin Luther King are crammed in a room full of beaten up Selma protestors. Everyone is bandaged and bruised as they watch the speech.The room is beaming, several hugs and pats on the back.

LBJ gets worked up as he speaks deep from his heart:CLOSE UP - LBJ

The protestors cheer in celebration, Louis and Carol hug in joy. The only person not cheering is Martin Luther King because his face is covered in tears.

Cecil watches LBJ on the TV, taken by what he's saying.A tiny smile forms on Cecil's face.For the first time, Cecil looks truly proud of his son.

Cecil sits across from the Chief Usher, RD Warner. Cecil is nervous, gripping his sweaty palms.RD Warner stares at Cecil for a long beat. Then -Cecil looks surprised that he got such a hard rebuke, but he quickly covers it up with a warm, but defeated smile.

Martin Luther King is in his hotel room seated across from his various associates and aides. Louis sits across from him. They are watching footage of the Vietnam War on television.Martin Luther King shakes his head, frustrated.Everyone nods their heads in agreement.Almost all of them raise their hands.Louis looks embarrassed to say.Louis stares at him, never thought about his dad in this way.

"US Casualties are on the rise in Vietnam, giving fuel to critics who say there is no end in sight for what has become a bloody war."

Louis walks out of the Lorraine Motel, he is deep in thought, effected by what MLK said about his father. Then - The sounds of GUNSHOTS explode in the air. Louis drops to his knees for cover. He looks up and sees King's aides standing over a man lying on the balcony. They point to roof tops across the way.

Thousands of people are in the streets in Cecil's neighborhood. People are crying, screaming in anger. A furious black man picks up a trash can and throws it into a store window, glass shatters everywhere.

Hundreds of NATIONAL GUARDSMEN line up in front of the White House in full riot gear. Shields and clubs ready for action.

Still in his Tuxedo, Cecil drives his car down a dark street, it's dark and quiet, almost eerie. On the radio -Cecil hits the brakes as THREE BLACK MAN dart out in the street in front of him, running from a liquor store. BOOM!!! The store EXPLODES! Cecil's car FLIPS onto it's side.

"Riots have broken out in DC, fueled by anger over the assassination of Martin Luth--"

The riot has tripled in size. Stores are on fire as windows are smashed and buildings set on fire. All the renovations and upgrades of the last decade destroyed in minutes.

Cecil squirms out of the passenger side window of his car, bleeding at his temples. He starts walking down the street. A MOB of hundreds of black men are coming toward him. Gun shots are fired into the air as the mob breaks windows. Police sirens whirl as a RIOT SQUAD pulls up at the end of the block. The RIOTERS march toward the riot police with Cecil directly in between. He doesn't know which way to go. Tear gas is volleyed through the air and lands in the middle of the rioters. Cecil starts coughing from the tear gas.

A man smashes windows with a baseball bat as fires rage around him. It is violent and aggressive as other LOOTERS back away from him. He turns around as we see it's - Louis. There is a dark anger in his eyes, transformed by rage. Carol hurries over to him, puts her arms around him.

Cecil walks up his block, dabbing a handkerchief on his forehead. People stare at the fires that consume the city. Gloria waits on the balcony with Gina and Elroy who's 18 now. She runs into the street and gives Cecil a huge bear hug.Elroy stares at the fires with anger and frustration.They all stare out at the fires that engulf Washington DC.

Cecil drives his tattered car through the war torn streets. Burnt buildings, rubble everywhere, military police in tanks. There is a sadness in him at the ruins of his neighborhood.

Hundreds of protestors stand outside the back gate of the White House entrance. They are mostly white students and HIPPIES dressed in colorful tie-dye clothes and beads.Holding up Anti-Vietnam War signs, they scream at Cecil as he pushes his way through the crowd.Cecil maintains his warm smile as the Protestors shout.

How can you work there?!/You're just a nigger to them!/LBJ is a baby killer!

The butlers and housemen prepare the State Dining Room. The Protestors outside the White House are heard:SERIES OF SHOTS: -A Maid makes a bed, glancing toward the window.

LBJ looks like a worn out old man, tired, drained, but mostly defeated. Cecil stands behind him, sets down a can of Fresca.

LBJ stares out the window at the furious protestors.LBJ looks back at him, smiles through his sadness.He takes a huge swig, it makes him feel a little better.Cecil doesn't answer immediately, tough to talk about Louis.The Protestors get even louder:He keeps telling me that I don't understand him...and maybe he's right. Maybe I just don't understand him anymore. LBJ looks at Cecil with a deep pain. He feels the same way about the country.

90 year old Cecil is ironing a pair of black pants.Cecil looks at his watch.

The moving van is parked as Housemen carry LBJ's boxes to it. Right after a Houseman shuts the van door, it takes off.An identical moving van immediately pulls up in its place. We hear the voice of the new President:

Richard Nixon and his wife, PAT NIXON, 56, walk down the Center Hall flanked by staff and RD Warner. She is poised and lean with a perfect blond coif. Pat is quiet, but not cold. They are taking a tour of their new living quarters led by RD Warner. He is flanked by a few aides and the Nixon daughters, TRICIA, 22, petite blond and JULIE, 20, brunette. Nixon smiles as he gives Cecil his signature Victory salute, Cecil gives it back to him.

Gloria is in the kitchen, rolling dough for dinner. She looks unhappy, perhaps something is missing from her life. Just then, there is a knock at the door. She opens it to see - Louis and Carol. They both have afros and wear black pants and black leather jackets, a militant 'black power' look.Gloria tears up at the site of her son, so excited to see him. She flings open the door and gives him a huge hug.Gloria's eyes light up. She screams:She throws her arms around Carol, embracing her in a big hug.

The entire family is having dinner along with several neighbors, including Gina and Elroy, who is dressed in a Navy uniform. An impromptu welcome home party. There is a tension in the air as no one knows what to make of Louis and Carol's 'black power' look. Cecil is particularly put off. Louis glances at Elroy, hates his Navy uniform.Gina puts her arm around him.Everyone nods. Louis and Carol glance at each other, then go back to their food, biting their tongues. More silence.This makes Gloria feel a little self conscious.Silence.This lands like a hammer. The room looks uncomfortable.Carol and him laugh. Cecil looks upset.Cecil jumps to his feet and screams:Cecil SMASHES a plate.Silence. Then, Louis laughs, nods to Carol to leave.Louis and Carol turn around and walk out of the devastated room. Cecil stares at them, fuming in anger.

Cecil walks down a hall with a tray of tea, the anger and bitterness still plastered across his face. Right when he turns into the room, his face instantly flips to his pleasant smile.

Cecil brings in a tea for Nixon who is deep in conversation with his two closest advisors - BOB HALDEMAN, 44, crew cut, intense, and JOHN EHRLICHMAN, 45, balding, boy scout face.Cecil pours tea for Nixon.Cecil pours tea for Ehrlichman, glances at him, but Ehrlichman doesn't notice.Nixon thinks it over, stares at Cecil who pours tea.Haldeman and Erhlichman exchange glances, they love it.Cecil picks up his tray and heads for the door.Cecil pauses for a slight beat.Cecil's eyes shut in pain as he walks out the door.

The polls overwhelmingly show white voters are tired of the race issue and feel enough has been done.

And the Southern Strategy is clearly working. We gained momentum in '68, but we think we can flip the South for good in '72.

We just need to make sure that 'Nixon's black power' doesn't equate Nixon with the Black Panthers.

Ten BLACK PANTHERS, all in black jackets and berets, load shotguns in a smoked filled room. The leader of this group ELDRIDGE HUDGINS, 29, black, muscular, loads his shotgun.A few people in the room laugh, but Louis is uncomfortable. He looks around at the guns, the smoke, just doesn't like what he sees. He whispers to Carol.

Louis speaks to Carol in the hall outside the room.Carol looks stunned. Eldridge Huggins sticks his head out.Eldridge Huggins stares at him.Carol looks at Louis, then at Eldridge Huggins.She walks over to Huggins and puts her arm around him.

What about you, soul sister? You gonna go with this jive ass peckerwood?

Louis walks down a quiet Oakland street, deeply disturbed. A POLICE CAR slowly drives by him, then continues on its way. Louis watches the car for a moment, then runs after it.

The Panthers are staked out with their shotguns - one behind a tree, two behind a house, three more behind a fence. Carol grips her shotgun, but now she looks unsure.

Louis runs toward the police car that's half a mile down the street. He waves his arms at the police car.

The police car slowly drives down the block looking for an address, inching closer toward its assassins. The Panthers give each other slight nods. Carol nods back, but she's starting to sweat, doesn't want to do this now. Right when the car gets in their cross hairs, the Panthers start BLASTING away. BANG! BANG! BANG! Carol watches for a second, then starts BLASTING as she screams in rage. Louis appears at the head of the block and sees the firing squad. Police sirens can be heard off in the distance as the Panthers immediately take off running. Carol sees Louis at the head of the block. They stare at each other, Carol with shame in her eyes. Then she runs off. Louis watches her go as the sirens get louder and louder. Finally, he runs away.

Cecil drives down the street that still has many burnt down buildings from the '68 riot. A few new storefronts have opened that sell incense, candles and African clothes. Men and woman have AFROS and wear colorful DASHIKIS. A sense of AFRICAN PRIDE has been infused into the neighborhood. Cecil eyes it all, just doesn't know what to make of it.

Cecil walks into the house and sees Gloria on the couch watching news coverage of Watergate.Gloria feels bad, kisses him on the mouth.Just then - they see a MILITARY CAR drive slowly down the street. They hurry to the window to see the car pull up to a house. Out walks a MILITARY OFFICER and a PRIEST.Cecil and Gloria hurry out of the house, they look terrified. Many neighbors are coming out of their homes as the Officer and Priest knock on a front door. The door opens revealing Gina, she stares at them in mortal fear. Before they can speak she screams:Cecil has hurried over and holds her as she WAILS in pain:The neighbors all surround Gina, many are crying. Cecil continues to hold Gina as she wails in his arms.

Nixon stands in front of the entire White House staff with Pat and his two daughters.Several of the staff are crying, but not Cecil. He stares at Nixon with a bitter detachment.He looks right at Cecil.Cecil looks surprised, never thought he'd ever be tested.

The Houseman shuts the back of the moving van.Right as the moving van drives off, an identical moving van pulls up in its place. We hear the voice of GERALD FORD:The moving van immediately pulls off and a new moving van pulls up right where it was parked. We hear the distinct southern twang of our next President:

...can you ever know how magnificent it is to be on the highest mountain.

The juice from the collared greens contains an abundance of the vegetable's minerals and vitamins.

...and that is why I am proud to appoint the country's first black female Cabinet member, Patricia Harris, as head of Housing and Urban Development.

My first priority has got to be getting inflation down or the economy is going to continue to spiral out of control.

I've got to keep the budgets tight, everyone is just going to have to learn to get by with less.

I bet when I'm on my death bed, I'll think of my daddy, and I probably won't even remember I was President.

The staff hurries through the Central Hall, bringing in the Carter's new furniture that has a distinct country flair. The new Chief Usher, SCOTT REXFORD, mid-40's, clean cut, oversees the melee, he is much warmer than RD Warner.Willie Nelson's 'On the Road Again', plays over the sequence:

I fully agree, and I plan on making several promotions immediately. The raises are going to be tougher because of the recession.

I know that no one wants that, including the President. I'll get into it immediately.

The new President, JIMMY CARTER, 52, cherub-like, exudes warmth and charm. He feels like a sweet uncle. He wears an apron as he pours green water from a pot into a bowl.The Chef grins, but a little worried that his culinary skills are going to be under utilized for the next four years.

'On the Road Again' continues as Jimmy's daughter, AMY, 9, round nerdy glasses, roller skates through the Cross Hall. Cecil jumps out of the way holding a tray.

A huge Southern style BBQ is taking place on the South Lawn with a crawfish boil, piles of corn bread and BBQ. WILLIE NELSON is up on a stage singing 'On The Road Again'. Jimmy dances with his wife, ROSALYN, pretty and charming.

Jimmy Carter stands at a podium in front of the press corps.PATRICIA HARRIS, 52, black, walks up to the podium. Cecil applauds, then stops, remembering he's not supposed to clap.

Gloria beams with pride at a big front page photo on the Washington Post of Patricia Harris. She looks up, thinking...this sparks something in her.

Gloria walks into the office of the Combahee River Collective. It's filled with young black woman in their 20's and 30's. Many of them with bushy Afros. Posters cover the walls with pictures of black women marching in rallies with the slogan - "A SEPARATE ROAD TO FEMINISM". A female STAFF MEMBER look up at the older Gloria.Gloria doesn't respond, she looks nervous.

Gloria sits in a small office across from BARBARA SMITH, 30, wears an army jacket. She has a tough, but cool vibe.Gloria has a stunned look on her face, doesn't know what to say. Barbara Smith can tell she is overwhelmed.Slight beat.Barbara Smith smiles at Gloria, likes her.Gloria goes quiet.

Our goal is to gain female equality by calling attention to racism, sexism, homophobia and classicism to ensure that the most discriminated individual in American society, the black woman, will no longer be ignored.

The black woman was completely left behind by the Civil Rights movement. It was always 'One Man, One Vote', the word 'woman' was never mentioned even though we were an integral part of the struggle.

Dressed in a suit and tie, Louis stands at a podium in front of a medium sized audience of about 100 people. A banner above him announces 'STATE ASSEMBLY DEBATE'. The room is sparsely decorated, a low budget operation, but Louis passionately addresses the modest crowd. In his mid- 30's now, he's lost a little hair and gained a few pounds.The MODERATOR turns to Louis main competitor, KEITH ALANS, a black conservative in a bow tie, he speaks from a podium.Louis shoots him an icy look.

Mr. Gains and I may share the same skin color, but that is all we share. Affirmative Action is racism in reverse and it only creates more hostility by causing whites to resent blacks.

If the black man wants to succeed he must do it with his own achievements.

Even our liberal President agrees that Affirmative Action should be phased out as he has already begun slashing these programs.

Jimmy Carter sits across from the Black Congressional Caucus. They are stern with him, all look frustrated. Their leader is REP. JOHN CONYERS, 49, tough, no nonsense. Cecil refills everyone's glasses with waters. He seems focused on the water, but it's clear he's listening.The black leaders exchange frustrated glances. John Conyers rises to his feet. Cecil looks surprised.He walks out of the room, Cecil looks stunned.

You received 94% of the black vote in the second closest election of the century, Mr. President. We elected you, and I'm sorry to say that we feel betrayed by these cuts to social programs.

Which is exactly why we need more economic investment in the inner cities, not less. White businesses have fled in droves and it has created rampant black unemployment.

We're used to getting less, Mr. President, we were just hoping for more from you.

The small campaign headquarters is covered in deflated balloons that matches everyone's deflated spirit. The only person not upset is Louis who tries to cheer everyone up.Everyone laughs.Polite applause.Everyone is applauding like crazy now. Even though Louis lost, he looks like a leader.The room gives a warm and joyous applause to this.Everyone applauds Louis' gorgeous wife, SARAH, 30, black. She smiles at the crowd.

Cecil is on the phone as Gloria anxiously waits for news. As Cecil's eyes drop, so do Gloria's.He hangs up, turns to his wife. Then sadly shakes his head.Gloria cringes at how close it was.Gloria shrugs, isn't sure.

The room has emptied out a bit. Louis lounges on a couch, arms clutched around Sarah.She busts up laughing.An AIDE yells from the other end of the room.Louis walks over to the phone, picks it up. He hears:Louis sits up, obviously hasn't heard from her in years.

Carol is in a prison uniform in a federal penitentiary. Her arms are covered in prison tatoos, she's been here for years.INTERCUT - LOUIS AND CAROLShe hangs up. Louis slowly hangs up the phone, then looks over at his wife. He smiles at his beautiful Sarah...happy with his life.

Driving to work, Cecil sees several boarded up buildings with 'FOR RENT' and 'FORECLOSED' signs. All of the African-Pride stores have shut down and no new businesses are moving in.

Cecil eyes the headline on Booker's newspaper: 'SUPREME COURT RULES FOR BAKKE, ENDS RACIAL QUOTAS."

Cecil sits across from the Chief Usher, Scott Rexford.Scott Rexford is much warmer than the previous Chief Usher.Cecil smiles his warm smile.Silence. Scott Rexford is impressed at his forcefulness.Scott Rexford smiles.

Cecil walks up the stair landing with a small look of pride on his face, he sees Jimmy Carter sitting on the floor of the Treaty Room tieing a fly fishing fly. Cecil stares at the President, he looks beaten up by the job, depressed. Jimmy sees Cecil through the doorway.Cecil grins, but the conversation is a touch painful.Cecil shakes his head, no.Slight beat.Slight beat, Jimmy's face falls knowing his doomed fate.

A moving van is pulling out as a new moving van pulls in. We hear the raspy older voice of our next president:

So the psychiatrist took the pessimistic brother to a room piled to the ceiling with brand-new toys. But instead of yelping with delight, the little boy burst into tears. "What's the matter? Don't you want to play with any of the toys," asked the psychiatrist. "Yes," the little boy bawled, "but if I did I'd only break them."

Next the psychiatrist treated the optimistic brother. Trying to dampen his out look, he took him to a room piled to the ceiling with horse manure. The optimist yelped with delight, clambered to the top of the pile and began gleefully digging out scoop after scoop with his bare hands.

"With all this manure," the optimistic boy replied, "there must be a pony in here somewhere!"

I want to make myself clear on this issue. If Congress passes sanctions against South Africa, I will be forced to veto those sanctions.

I'm sorry, Senator Kassebaum, but I will not show weakness to Russia by backing down on this issue.

Let me be clear so that there's no confusion, if Congress passes this bill, I will veto it. Period.

I like to send people money when they write me about their financial problems, but my staff has been trying to get me to stop. You think you could help me keep this going?

Cecil, did you ever go to those civil rights rallies in the sixties?

This whole civil rights issue...I sometimes fear I'm on the wrong side of it...that I'm just wrong.

I appreciate your help with our little project. And don't tell Nancy about it.

RONALD 'RONNIE' REAGAN, 69, exudes a sweet, likable quality. He feels like a favorite Grandfather. He is in the kitchen with the butlers and the kitchen staff telling them a joke.The staff is smiling, a few have already started laughing.A few people grimace, but Cecil is laughing. Ronnie starts to chuckle as he nears the punch line.The whole room bust out in laughter, everyone is beaming, they love Ronald Reagan. Just then, his wife, NANCY, 59, walks into the room in a stylish red suit. As soon as she walks in, Ronnie tenses up a touch, becomes a different person around Nancy.He pecks Nancy on the cheek as he hurries out of the room. Booker whispers to Cecil:

Ronnie sits with PAT BUCHANAN, 47, jowly, the Communications Director. They are across from three Republican Senators, RICHARD LUGAR, 53, BOB DOLE, 62 and NANCY KASSEBAUM, 53. Cecil pours tea for Senator Dole who smiles at him.Cecil stops pouring for a split second, then starts up again.Cecil pours tea for Senator Kassebaum who nods at him.Pat Buchanan snaps at him.Cecil stands at the back, staring forward, it's clear he's listening. Senator Kassebaum turns to Ronnie with urgency:Ronnie looks frustrated with the Senators.Ronnie looks at them all with his iron will, when he is convinced he's right, nothing can change his mind.Pat Buchanan smiles at the three Republican Senators who just stare at Ronnie, they can't believe it. Cecil also stares at Ronnie, he can't believe it either.

The brutal repression of South Africa's black citizens is no longer just a foreign policy issue. It's a domestic civil rights issue.

If we impose sanctions on South African it will make us appear weak to Russia!

Mr. President, the three of us are Senators from your own party, you can't get a friendlier room than this. That is why we feel so comfortable telling you that South Africa is a human rights disaster. Blacks are beaten, tortured and gunned down in the streets. The America people are horrified by Apartheid.

But Mr. President, your own personal world leadership is at stake. The United States of America needs to be on the right side of history on the race issue.

Cecil pours out the left over tea from his teapot. He looks disturbed on a deep level.

Ronnie sits alone behind his desk, he is writing a check out for $2000. Cecil walks in.Ronnie places the check in an envelope and hands it to Cecil.Ronnie looks up at him, something on his mind.Ronnie looks troubled, trying to work through his feelings.He turns to Cecil, a touch lost.Cecil stares at him, amazed.

Cecil smiles at the President with understanding.Ronnie nods. Then points at the envelope with the check -

As Cecil walks into the hallway he hears from behind him.Cecil tenses up, quickly puts the envelope in his pocket.Cecil smiles, trying to play it off like a joke.She smiles at him, clearly likes Cecil.Cecil is stunned, doesn't know what to say.

You're very well liked around here. Everyone says you're the man that got them raises and promotions. I had no idea you were such a rebel. How'd you get to be like that?

I wanted to talk to you because I'd like to personally invite you to the State Dinner next week.

Don't worry about, Ronnie. I'll take care of that. So we'll see you and your wife next week, yes?

Wearing a three piece tux, Cecil walks out of his house with Gloria who is in a ball gown. They are greeted with a wild round of applause from the neighbors who are all outside.

Gloria is being escorted by a Military aide toward the East Room. She looks around in total amazement, Cinderella at the ball. Cecil wanders behind her like all the other male dates.Cecil slaps him on the shoulder.Booker starts to laugh. Then from behind them they hear:The Military Band begins 'Hail to the Chief' as Ronnie and Nancy walk down the hall to great fanfare. Gloria stares at Nancy who greets all of her guests with charisma. Gloria is in awe of Nancy as she whispers to Cecil.

They are seated at separate tables as all of the butlers smile at Cecil, very proud. A BUTLER serves him tomato soup.Cecil glances over at Gloria who is seated near Nancy, she beams at the First Lady who is controlling the table. Cecil looks around at all of the butlers serving the room - carefully setting down dishes, refilling water and wine glasses. They are an impressive, well oiled machine. But Cecil's smile slowly starts to drop. He doesn't know why, but he doesn't like what he sees.

Cecil walks into the kitchen where Chef Luke is preparing a glorious chocolate mouse. All of the staff looks confused.

All the guests are having after dinner drinks. Cecil looks even more unhappy, but Gloria is shinning, outgoing. Booker walks over, whispers to Cecil.Booker smiles at Cecil with empathy, he finally gets it.

They walk into the house, Gloria is on cloud nine, still on a high from the night. Cecil looks conflicted, almost confused.Cecil smiles, but it's clear he had a different experience.

Gloria is asleep, but Cecil lies wide awake.He looks over at Gloria who is sound asleep with a big smile.

A huge rally is taking place with hundreds of black women facing a stage where a nervous Gloria stands at a microphone.The crowd roars with approval, no one louder than Cecil. But as Gloria continues her speech, Cecil looks a touch lost.

Cecil passes out cookies to people in the White House tour, he looks unhappy.

90 year old Cecil is wearing a tie and pants, he cleans off his suit jacket with a lint brush.

Cecil is in a library looking at the stacks of books.He pulls a copy of 'EYES ON THE PRIZE' off the shelf.

He sits at a table reading the book. There is a picture from 1960 of the black students at the sit-ins being taunted.

Cecil reads 'RACE, REFORM AND REBELLION' about the Freedom Riders, there is a picture of the burning bus.

Cecil sits on the couch reading 'PILLAR OF FIRE', there are pictures of the various student protestors.He turns the page and there is a full page picture of Louis holding a sign that says 'I AM A MAN.' Cecil is stunned.

Cecil smiles into the camera.For the first time we see the CAMERA MAN - It's Louis, now 66, he's bald with grey temples. Tears roll down his cheek as he listens to his father. Cecil smiles at his son, so proud.

Cecil walks down the street, there is still rubble from the '68 riots, most of the buildings are run down and boarded up, a DRUG DEALER on the corner, a PROSTITUTE on another.

Hundreds of protestors are outside the South African Embassy with signs 'Freedom in South Africa' and 'End Apartheid'. Louis is at the front of the crowd standing next to Amy Carter, who is now 18. Louis talks to a REPORTER.The crowd cheers around him.Louis stops talking as he sees Cecil watching him from across the street. Louis is stunned.The Reporter moves on to Amy Carter.Louis walks up to Cecil. The two of them stare at each other for a long beat. It's been so many years.Louis is shocked, can't believe it.Cecil smiles.Louis beams as he wraps his arms around his dad in a huge hug. This time, he's the one that doesn't want to let go.

Amy, does your father, former President Carter approve of what you are doing here?

Cecil and Louis sit side by side in a holding cell crammed with 20 other protestors. Cecil looks nervous.Cecil is stunned, had no idea. They sit for a moment. Then, Cecil starts to sing:Louis joins in with him -They continue singing into the next scene...

Cecil and Gloria are twenty years older with full heads of grey hair. Cecil helps Gloria gingerly walk down their block, 'BARACK OBAMA FOR PRESIDENT' signs are on every lawn.

They continue their walk through the neighborhood, it has been revitalized, lots of new buildings and stores, no more rubble. 'BARACK OBAMA FOR PRESIDENT' signs in every window.

They walk up a tree lined street to an elementary school with a sign - 'Polling Station #54. Vote here on November 4!' They stare at it for a long moment, then Gloria tears up.She turns to Cecil with tears in her eyes.Cecil takes her hand.

Cecil helps Gloria gingerly sit down on to their bed.Cecil shrugs. Gloria thinks for a moment, then confesses:Cecil stares at her, then smiles.They both start to laugh as Cecil walks into the bathroom.She doesn't respond.He walks back into the bedroom.He stops as he sees that Gloria is passed out in an unusual position. Cecil immediately knows that something is wrong.

Cecil is at a podium in front of a packed church next to a casket. The audience is filled with a huge crowd, watching Cecil eulogizes with a joy at his Gloria's beautiful life.The audience applauds.Louis smiles as the audience applauds the Congressman.Wild applause.

Louis is in the basement of his father's house. He looks at all pictures on the walls of Cecil with all of the presidents, but instead of the actors that played the Presidents, it's Cecil with the actual Presidents.Louis looks at a black and white photo of Cecil with Ike. A picture of Cecil serving LBJ. A bronze bust of Robert Kennedy sits next to JFK's tie that Jackie gave him.A picture of Cecil, Booker and Carter smiling with Nixon is next to a picture of Cecil and Nancy Reagan.He looks at the book case that is filled with dozens of book on African-American history. He pulls a book off the shelf and starts to thumb through the pictures.He stops at - a picture of the smiling Emmet Till. All these years later, the image is still very painful for him.Louis hurries up the steps.

The living room is packed with people - Cecil, Louis, Sarah, Booker, Carter, Howard, Gina and her new husband. Lots of kids and grandchildren. All eyes are glued on the TV:The room screams in joy, hugs and tears. CUT TO: FULL SCREEN - ARCHIVAL NEWS FOOTAGE: The real footage of President Barack Obama, his wife Michelle, and their daughters, Sasha and Malia, standing on stage in Grant Park waving to the crowd of thousands.

We can officially announce that Barack Obama will be the 44th President of the United State.

Everyone in the Gains house watches the TV in awe as President Barack Obama and his family wave to the crowd. There are no tears, no cheers, no noise, just silence, stunned silence as they stare at the new First Family. Louis and Cecil both turn to each other, they can't believe it. FROM THE TV - BARACK OBAMA BEGINS HIS SPEECH:Cecil puts his arm around Louis, holds his son.

"If there is anyone out there who still doubts that America is a place where all things are possible; who still wonders if the dream of our founders is alive in our time; who still questions the power of our democracy, tonight is your answer."

90 year old Cecil wears the suit that he has been preparing the whole film as he ties a tie on Louis.Louis thinks about it, then:

Cecil and Louis sit in the Entrance Hall of the White House. Cecil looks around - the paintings, the sculptures, the clocks - it truly is American splendor. Through a door, he sees the HEAD BUTLER, black, teaching a new young butler. All of the china, flatware and stem ware are lined up exactly how they were when Freddie taught Cecil. Cecil can't help but notice that both butlers are black. A maid walks by, she is Mexican. Two housemen carry an antique wooden bench down the hall. They are both black. Cecil's eyes drop ever so slightly. Then, the new Chief Usher, ADMIRAL STEPHEN ROCHON, black, walks up to them.Cecil looks surprised that he's African-American.Admiral Rochon gestures toward the State Dining Room.They look at each other as they get up and walk down the hall toward the State Dining Room passing all the Presidential portraits - LBJ, NIXON, IKE, CARTER, REAGAN AND JFK. The Secret Service opens the door as they see the back of PRESIDENT BARACK OBAMA. He is looking up at the great painting of Abraham Lincoln that hangs above the mantel. A smile forms on Cecil's face as the butler and his son walk toward the first black President of the United States. FADE TO BLACK.:

Mr. Gains, Congressman Gains, I'm Admiral Rochon, the Chief Usher.

Mother and Child by Rodrigo García 15, TOM. It's heated and clumsy. At one point they break apart and Karen looks at the boy's face, completely infatuated. She takes off her shirt and they kiss again.

1973: Karen and other pregnant teenagers sit around a room knitting or listening to one of them read a book out loud.

1973: KAREN during labor, screaming. Then, a silent image: a new born BABY GIRL in a hospital bassinet, crying at the top of her lungs. We see her from an angle where the baby's face can hardly be made out, adults crossing back and forth in front of her. Finally the bassinet is rolled away. Fade to black and to a title: 36 years later CUT TO:

Views of residential streets in the San Fernando valley, mostly without pedestrians. Front and back yards. A swing. Old flower pots. An empty birdcage. Days into dusks into nights. We hear music over these images: a child's piano lesson.

Close on KAREN -- NOW AGE 50 -- while she sleeps. There is perspiration on her brow and she stirs and mumbles, in the grip of a nightmare. She wakes up suddenly, scared and disoriented.

Karen's mother NORA, a woman in her eighties, is asleep on the bed, facing the wall. Karen comes into the room, gets into bed with her and closes her eyes. Karen is eating breakfast across from Nora. They eat in silence. Then:Nora says nothing.

I'm going to look for a new person for you. Sofia never asked if I minded that she brought the girl over while school was out. I don't know what I would have said but she should of asked.

She always has time on her hands to be talking to someone. That's why her work stinks.

It's good. There's a new training program, to work with people who are recuperating from chemotherapy. They asked if any of us were interested and I said yes. They'll pay us to learn so that's good, isn't it?

He's a little...(she searches for the right term) ... heavy set. And he's graying, you know.

the Bay Area. I've been a therapist for four years. Before that I drove for a car company. I'm divorced. I'm already a grandfather -- can you believe it? My daughter Melissa is twenty-eight. She has twins. Not exactly planned but what can you do. She's happy. She's still living up there.

I know it in my heart that we will meet one day. And I will ask you to forgive me.

I was in this branch about three years ago and I saw you. I ran out of here like the place was on fire.

You haven't asked me anything. About what it's been like for me. All of it. All this time.

What I felt with you I never felt again for anyone else. Not like that.

I can tell they're freaking tomatoes. Why the hell are they hanging on my locker?

I don't appreciate walking into my place of work and finding this bag hanging there for everyone to see -- like I'm your god-damn girlfriend.

I am not a weirdo -- but I am difficult. I don't make new friends easily. I demand a lot from others -- it's unfair but I do. I don't like to be disappointed. And you took me by surprise. You took me by surprise with your attention.

It's not upsetting. I'm not upset. I'm just wondering what's going in my own house.

Why didn't she say that to me? Why the hell didn't she say it to me? Why did she say it to you? She had to say it to me!

Look -- I'm sorry. It's not a good time for me. I don't think I can --

I had a baby girl when I was fourteen and she was given up for adoption.

I don't know where she is. I don't know who she is. Everything I do -- every thought in my head takes me back to her. Everywhere I go I look for her face in a crowd but I don't know what she looks like. I write her letters that I never send. I buy her birthday gifts. I have a name for her: Rachel. I don't even know if she's dead or alive.

will be better -- easier -- than this thing that's eating away at you.

So she's either not looking or doesn't want to write to me. Or she thinks I'm not looking for her.

If you ever need help -- with books. With anything. Let me know. I'd like to help.

Aren't you ever scared that --. That -- something --. That she could --.

How about Elizabeth's adoptive mother? Her name was in the file, wasn't it?

Hi. Sorry. I -- it's an African-American family who lives in that house. I just wanted to check that --.

Yes. But I don't want to talk about it today. We'll talk about it tomorrow.

A woman in her late thirties, ELIZABETH, is being interviewed by PAUL, an African-American man in his mid- fifties, a senior partner in the law firm. Through glass walls we see the very busy office.A beat.Paul returns to the papers in front of him.A beat.background. Elizabeth thinks about it for a moment.A beat.

I spoke to Bill Colden and he said you were one of the best attorneys he's ever worked with. And I know Bill; praise doesn't come easy to him.

Yes, he does. Tell me about what you consider your professional strengths.

I don't believe in improvisation. I prepare my cases rigorously. I'm on top of clients and I handle them well. I protect them from themselves. I prefer to work by myself on a project but I can work well in a team if necessary. I work equally well with men or with women but I prefer to report to a man.

Many women find me threatening. That makes for a difficult working relationship with a woman supervisor. Would I be reporting to you?

Yes. Neither are men, for that matter. Everyone is so eager to please.

I've noticed that you've moved to and from this area several times.

Well, Elizabeth, your resume is exceptional. It's no secret that you would be an asset to us.

I was born here, in Los Angeles, and I was given up for adoption on the day of my birth. My mother was fourteen when I was born. That is all I know about her. My adoptive father died when I was ten. My adoptive mother and I are not close. My name, Elizabeth Joyce, is a name that I picked out for myself in junior high school. It's my legal name now; I don't go by any other. I live alone; I have since I turned seventeen. I've never been married and have no plans to marry. I value my independence above all things. That way I don't have expectations to fulfill. Other than my own, which are great enough.

Dinner tomorrow to welcome you aboard. Eight fifteen at La Provencal. Do you know it?

My partners can put anyone to sleep in a minute. I thought this would be better.

My kids say their mother and I were closer to each other than we were to them. I was hoping they hadn't noticed.

I'm still working on it. Age is no big deal; if you stay clear of regrets.

They don't know it themselves. They're too busy re-inventing themselves to everyone's liking.

My daughter asked me if I was dating. I didn't know what to say.

I read your brief on the Nelligan case. It's outstanding. You cited Escalante vs. L.A. County -- that's a pretty obscure case but it's perfect for this. Good work.

You've been with four firms in three cities in ten years. It's not a good strategy. You have to sit tight in one place -- develop the relationships that are going to win you the appointments.

Spending time with you out of work is delightful. It's more than delightful. The truth is ever since you landed here I don't know whether I'm coming or going. You want things the way you want them -- I like that. Your willfulness is a great part of your charm. But it's getting a little scary for me -- feeling like this. I'm going to have to bow out.

It's a precaution. Sometimes when you fall, it's hard to get up.

I met someone else three months ago. She's caring and smart and good for me. We're talking about moving back East.

I could have you over for a drink. Unless you think it's "inappropriate".

She was almost pleased you were black, did you notice? It was a chance for her to exercise her liberal good will. Now she'll be doing the math all night. (imitates Tracy's tone) "Maybe the father's only half-black and the mother is white".

Do you think that's going to go over well with Guinness and Wilder and all your wonder boys out there?

When I've been here long enough to win this kind of promotion, I'll take it. I know I deserve it -- just give me a chance to earn it.

That's not how I like to live my life. I'll get there. There are many ways to skin a cat.

You're on a list of doctors who consult for Walsh, Connery and Lewis. I'm one of their attorneys.

I had them tied in a clinic across the border. They didn't know I was a minor.

I don't appreciate looking back on my life with someone I've known all of two minutes.

I live in her home town -- how hard could it be for Her Fucking Majesty to find me?

It's fine. For the kind of work that you do, for a firm of this size -- for the means of your clients -- it's all fine.

The truth is I have no idea. She gave me up for adoption when I was born. We've never met.

Don't think about death right now, Violet. You'll have plenty of time later, believe me.

I felt like I wasn't really there -- that I was invisible and disposable -- and that the world after me would be like the world before me. That I wouldn't leave a thing behind. It wasn't a bad feeling, really. It was comforting -- to feel like I was nothing.

An African-American couple in their thirties, LUCY and JOSEPH sit across from a nun in her fifties, SISTER JOANNE.Joseph shakes no.Lucy laughs by herself. Then seriously:Joseph nods yes. A beat.

We've been married for four years. We tried from the beginning but we haven't been able to. And we kept hoping, you know, against hope, like they say. But it's just not going to be. We know that now. We're resigned to it. We're not bitter, I don't think. Do you think we're bitter about it?

We're not. We could make good parents. Joseph is a very tender man. He's affectionate.

It depends on the circumstances. Sometimes the biological parents and the adoptive parents agree on a name.

We're ready now. To adopt. Blood is important, I think, but it's the time spent together that really matters. Isn't that right?

That whole speech about time spent together... where the hell did I get that? Jesus. Why didn't you open your mouth?

I'm sorry. You go ahead, you come, baby. Go ahead, I'll watch you.

You really wear me out, mom. I love you - - but between my daughter and I things will be different. I've promised myself that already.

No. It's your child and you call the shots. It's just without that whole secrecy. If a child wants to now where they come from they have the right to know.

No one can make me feel like shit like your mom. Not even my own mom -- believe it or not.

Don't touch me right now. Don't. I'm not mad at you -- just -- leave me alone for a while. I mean it.

I didn't expect to feel like I was dragged into the principal's office. That's how I feel right now.

I'm not a very religious person. Joseph is -- (to Joseph) aren't you?

I believe -- that we come from nothing and when we die we return to nothing. What we make of our lives is our will and our luck. The strength of our character and the -- the roll of the die.

Why didn't you shut me up? You just sat there like a dummy -- why didn't you tell me to shut up? Why did you let me shoot off like that?

Take something good and twist it and turn it till you find something rotten. Something that I'm doing wrong.

I could hear his mother speaking right through him. It was fucking freaky.

I can still adopt the baby on my own. Ray won't mind. She doesn't even like Joseph.

That's bullshit. I've committed and I'm not just going to walk away from it. It's a baby -- it's not shopping for shoes. I want that baby. That's my god- damn baby.

You were right. If God wanted me to be a mom he would have made me a mom.

The whole adoption thing is just so fucking -- unnatural. How come no one will just come out and say it?

I don't blame her. I mean, it's her child, right? Who would give up her child that didn't have to?

She's this -- thing -- on my bed. She's this -- creature -- from --. I'm angry at her.

She's taken over everything. All day and night. Me, me, me. Feed me, hold me, clean me. I do it all and she cries and wails anyway. Who the fuck does she think she is?

We can't let her cry herself to sleep. Okay? We're not going to. Tell me we're not going to.

He was a stranger once -- then he was the love of my life. Now I don't know what he is any more. And it doesn't matter to me.

Be yourselves. You have many things going for you. She wants a young couple. She wants a woman with a job or career -- Lucy you have the bakery -- she'll like that. Questions?

You should come in by yourself, Lucy. You don't want to lose the momentum.

You delivered on November 7, 1973. Your mother was the legal guardian of the baby girl -- you agreed to that before the baby was born.

I really encourage you to write a letter. It works. People find each other. I've seen it many times.

No. Absolutely not. There are waiting lists but --. Look -- it's already arranged -- if you want it.

There is no one. There isn't, okay? Sometimes there's just nobody. This is one of those times.

I'm afraid it was a while back. We're not sure. The letter was misplaced. I'm very sorry about that.

The mother has agreed to let you see her. Saturday afternoon. They have asked me to remind you that you have no legal claim over the baby. Legally Elizabeth was not your child, so you have no claim over her children. Also, after Elizabeth's death, a legal, good-faith effort was made to publish the news of her death and to look for relatives.

In local newspapers. And on the county website. Nobody came forward. So the baby is now legally this woman's daughter.

Lucy and Joseph walk to the car.She smiles at him, happy that he's happy. She speaks almost to herself.

I thought you were all for it. If you're not, how did the fuck did we get this far?

An indoor swimming pool used for hydrotherapy and water aerobics. Most of the patients are elderly and frail. Karen is one of the therapists and she's in the pool, receiving and elderly patient that two other therapists help into the water. Karen sees a LATINO MAN of about 50, PACO, being introduced to other therapists like he's new on the job. He notices Karen and the patient and smiles. Karen looks at him blankly, then looks away. Then, to the old woman:The old woman smiles and continues with her exercises. Karen steals another look at Paco.

Karen comes into the house. Her mother is alone in the living room, asleep in a rocking chair. Mexican music plays in the next room. Karen walks into the kitchen. SOFIA, a Hispanic woman in her late thirties, is ironing clothes while her seven year old daughter, CRISTI, is undressing a doll.Karen smiles a stiff little smile without looking at the girl. Sofia begins to put away the ironing board.She grabs her sweater and handbag and an ipod and little speakers that she's set up on the kitchen counter.Karen hasn't so much as turned in the direction of the little girl. Sofia and the girl exit the kitchen. leaving Sofia caresses Nora's forehead. The old woman is still asleep.

For about half an hour. She needed it. I can change her into the night gown before I go.

Your mother was a good woman, Karen. I'm glad it was over quickly for her. She was ready.

I've got a chance to work at a dry cleaner's but it's Monday through Friday. If I want that job I have to come in here Saturday or Sunday.

She said she had ruined your life and that she was very sorry for that.

Sometimes when she ate, little pieces of food would fall out of her mouth.

Karen is tucking her mother into bed. The woman lies on her side and cuddles up in the fetal position, like a child, but remains with her eyes open. Karen checks her mother's fingernails for length.Nora pulls away her hand softly.Nora talks without looking at Karen:After a beat the old woman closes her eyes.

Even if I could I wouldn't want to. It's one disappointment after another.

Elizabeth sits on the sofa reading a novel. The doorbell rings. She ignores it, reads on. It rings again. She gets up, walks to the door and looks through the peep hole. It's a PREGNANT WOMAN, flower pot in hand, with a man in his thirties. Elizabeth opens the door. They are TRACY and STEVEN.While Tracy speaks Elizabeth looks back and forth between Steven and her.A beat. Tracy looks quickly beyond Elizabeth to the interior of the apartment.Elizabeth shuts the door as they walk away. Joseph is on top of Lucy as they make love. The phone rings.They practically freeze as Lucy strains to hear her mother's voice on the answering machine.She hangs up. They slowly start up again. Lucy tries to get into it but soon gives up.He starts up again. Lucy kisses Joseph's forehead, chin, nose and eyes gently, observing him. She hums a melody for him. OMITTED Karen is writing in her notebook, hunched over it like a schoolgirl taking an exam.The new guy, PACO, walks into the room and smiles at her while he pours himself a cup of coffee. Karen just closes her notebook and looks away. Paco walks over to the table.He offers his hand and then they shake.Karen says nothing.Karen sees that another physiotherapist has come in for coffee and she returns to her writing. Paco walks away. A bakery owned and managed by Lucy. It's pretty busy. Lucy is putting the final touches on a cake while her mother, ADA, hovers.An employee walks between them. A beat.Ada chuckles. Lucy doesn't think it's amusing. She starts to put the cake in a box.There's an argument that you'd be doing her a favor.A beat. Ada is not so convinced.Lucy can't believe what she has just heard. She fights back her rage and tears.She means it.Ada is hurt.

Hi. We're Tracy and Steven. We're next door. We just wanted to say hello and welcome you to the building.

We only moved in two months ago, so we know what it's like not to know anyone around here. It feels like a pretty safe building, though. Don't you think? We think so.

Oh, don't worry. We'll talk again. I'm home most of the day. Come by for a cup of sugar.

Lucy. Are you there? Lucy? Lu? Are you there or aren't you? (a beat) Lucy? Lucy? (She whistles) Okay. You're not there. (She whistles again, then silence). Lucy?

Call me, okay? I'll try you back in a little while. Hello? Hel-lo-o? I don't know if this is still recording or if I got cut off. Is it still recording? Okay. Bye. Call me.(a beat) Lucy?

I had a new dream a couple of days ago. I come home and try to get in but my key breaks inside the lock. I look through the window and I can see you in my bed, sleeping. I go in through the back door and I walk up to you and smell your breath. It smells of another woman's breast milk -- not mine. And the bed is wet. You've wet the bed and I start to cry because I don't have clean sheets to make it fresh.

That mother-in-law of yours is going to blow a gasket. Her prince raising the child of a stranger.

There's so much positioning with everything nowadays. Motherhood should be a much simpler thing than this.

Oh, Lucy -- I'm sorry. That was a horrible thing to say. I'm sorry, Lu. I'm an idiot. Forgive me, please. I'm sorry.

Hi! We were just talking about you. Weren't we, Steve? Because I'm getting up to use the bathroom seven times a night and our rooms are back to back. I hope I'm not waking you.

No. It's for our birthing class. It starts tonight. He's my coach.

She's gone now. She will never see your face and you will never see hers. There will always be a silence between you.

I never saw you. With a new haircut. With new shoes. When was your first period? Was someone there to help? Did anyone explain? Did you hear the rain one night, when I heard it? What gave you comfort? I've missed it all -- and I've accepted it. But today I met Ella. Her little face is like a bird that flies high over thirty-eight years that \* have gone on and on and on like a horrible parade. But now it has passed. Only Ella remains, God bless her. Ella is peace.

Nothing. I just can't seem to say the right thing around you. And I'm trying, believe me.

I feel like I'm always putting my foot in my mouth and I don't know why.

Listen, I'm sorry. Forget I said that. I don't know what I'm talking about.

I'm sorry about your mom, Karen. The loss of a parent is a horrible thing.

I thought we'd go to the Shadow Grill in Burbank. Do you know it?

If I'm in Heaven I won't be laughing. Someone will have a lot of explaining to do.

I thought that was one of her conditions. One of her many conditions.

You're angry right now, Lucy -- and you should be. But you guys need to talk some more.

Lucy -- I think you need to think about why you're adopting this baby in the first place.

Oh, for god's sakes, Lucy -- you're not the first woman to have a baby. Shit!

Elizabeth is arranging things in her new office. She is unaware that Paul observes from the open door.She turns and sees him.you.A beat.He leaves.

Karen is brushing Nora's hair and tying it back in a bun. She brushes it back hard and tight.Karen is surprised, like Nora seldom asks.Karen nods. A beat.Karen shows the area on her own head.yourself up for falls. Karen tries not to show her disappointment.

Karen works on stretches with a patient while a young assistant therapist looks on. She sees Paco walking towards her.She makes the assistant smile. Karen hands the patient over and turns to write in the patient's file. Paco walks up.Paco doesn't know what to add. Karen is looking straight at him but says nothing else. Paco walks away. After a moment she says to herself:

An African-American woman in her early forties, LETICIA, walks the hallway, apparently looking for someone. A conference room opens and a class lets out. Among the students is a YOUNG WOMAN. She is six months pregnant and she is Letitia's daughter, RAY. When Ray sees Leticia she changes direction to avoid her. Leticia follows anyway. Leticia catches up and walks along Ray, who keeps walking like she's alone.Leticia slows down, letting Ray get away. Leticia turns and walks away. Ray takes a look over her shoulder, sees Leticia walking away and stops. After a beat she goes after her.Ray catches up to Leticia.Ray lags behind.

Don't say that. I haven't had a drink in four months. One hundred and eleven days.

He already did. I begged to get my job back. On my knees, honey.

Ray: I'm an addict and a felon and I'm on probation -- does that ring a bell?

No. Good. It's a good thing. I was happy when I made Phi Beta Kappa.

I'm having a little cook-out this weekend -- with May and Kathleen. Can you put up with that?

Sebastian. That's what I wanted to name you if you had been a boy.

To give that child away on his birth day? To take something that comes from you -- made of you -- and part with it for ever and ever?

I've already turned down several couples -- did she tell you that?

You must have something you want to say. Most people have a speech prepared of some kind.

Okay. Good answer. I'll ask you some questions. Do you believe in God?

You don't believe that a higher being created you and loves you and looks after you and steers the ship?

Why the hell not? What is the purpose of meeting here today, then?

Well -- look. Let's not play games. You either want to tell me who you are or you don't. If you don't I'd rather part ways -- better sooner than later.

And this is what you would teach a child? This is what you want him to believe?

If you were having a baby yourself -- your own baby -- you'd want a boy or a girl?

Okay: this is what I want. I want to visit your house and see how you guys live. I want to spend a couple of nights there. I want to meet your parents and your friends. That doesn't have to be in one go. And I don't have to interview them -- or to be interrogated. I just want to see -- get a better sense of who you are and what your world is. All that in the next couple of weeks. After that I'll decide. If I think we're a good match I want you to come to the birthing class with me -- but not your husband. I don't want him at the birth either -- just you. And I want to be able to name the baby myself. After that, it's goodbye. That's the deal.

Karen walks out of the building and walks towards her car. She sees Paco backing out of his spot and driving towards her. Karen waits as he drives by. He sees her, stops and rolls down his window. home. I'm getting a cup of coffee. Paco just looks at her: it's not much of an invitation.She nods then turns towards her car. He laughs.

Karen and Paco sit in a booth. A WAITRESS takes their order.The waitress leaves.She regrets it the moment she says it. Paco takes it well and just laughs.supervisor. She was sloppy and she needed me to pick up the slack for her. I grew tired of it and I told her so. She had me fired. The waiter comes by to pour the coffee. Karen touches her cup.She picks up the cup and saucer and gives it back to the waitress who takes it away. Paco is okay with his coffee.Karen says nothing.Paco drinks his coffee.She adds nothing else. Paco chuckles.A beat. She doesn't take her eyes off him.Paco is silenced by the waitress, who returns with an empty cup for Karen. As she is pouring the coffee Karen gets up and leaves.

Lucy and Joseph are at dinner with Joseph's parents, CAROL and WINSTON.A beat. Then Lucy to Winston:

Biological parents get to visit their children and to have a hand in their upbringing. Isn't that the case now?

I hope it's all for the better. I hope they don't change their mind about all these new rules twenty years from now.

Elizabeth follows a maitre d' through the restaurant. They reach a table for two where Paul gets up to greet her.The maitre d' has pulled back the chair but Elizabeth remains standing.A beat.Elizabeth thinks about it, then sits; Paul follows.The hostess leaves.A beat.The question takes him by surprise. He thinks about it.A beat.It's a joke and it makes her smile.thirty.He laughs.A beat.He bows with his head in mock solemnity.Elizabeth reads her menu.

Joseph reads while Lucy lies with her back to him, lost in thought. Finally:Joseph waits for more. like those smart bombs that can find a needle in a hay stack. And it's all in a frequency that only I can hear -- like a dog whistle. Everyone else has no idea what's going on.Joseph puts the book down and moves in to cuddle up to her.He goes back to his side.

Karen is in bed, writing in her notebook. She hears a thump coming from her mother's room.

Karen runs in to find her mother curled-up in the fetal position on the floor, in the middle of a seizure. She breaths with great difficulty, drooling and trembling. Karen picks up the phone and dials, her hands shaking. Karen's mother is in bed, awake. She's pale and tired. Karen sits in a chair nearby.A beat.Nora just looks at Karen.A beat. Nora looks at Karen intently and for a long moment it looks like she's about to say something but she stops herself.Nora says nothing.Then Nora turns away, tears running down her face. Karen looks at her, perplexed. She reaches out to touch her mother's hand, but Nora pulls the arm away slowly. A telenovela plays on the TV. Sofia sits near the bed with Cristi on her lap. Karen stands. Cristi puts up her hands to play a game of palms with her mom. They play the game quickly and quietly -- expertly. Karen sees her mother looking at them and smiling. Night has fallen.Mother and daughter stand.Sofia nods.Sofia picks up Cristi.She holds Cristi over the bed and Nora kisses the girl on the forehead. Karen is surprised by this gesture. Sofia takes one last look at Nora. Then:Sofia and Cristi leave and Karen and her mom return to their silence. \*

Almost everyone is gone and the office is quiet. Elizabeth works late. Paul walks in.be happy with this. A beat. Her attention is split between her work and him.He says nothing. She returns to her work.

As Elizabeth and Paul walk out of the elevator on her floor they run into Steven and Tracy on their way out. Steven carries a pillow under his arm.A beat. Tracy smiles at Paul. Paul offers his hand.The couple are a little surprised that an African- American man is her father but they go with the flow.Paul too is surprised and he laughs at the joke but no one says anything else and the moment passes.Tracy laughs.Elizabeth walks through between them. Paul follows.ELIZABETH'S LIVING ROOM - NIGHT Elizabeth is opening a bottle of wine.She hands him a glass of wine.They toast and drink. A beat.A beat.A beat.He empties the glass. She takes the glass and kisses him.

Elizabeth undresses Paul. He tries to undress her, touch her and kiss her but she won't let him. She lays him back on the bed. She is still dressed. She removes her own underwear and mounts him. She begins to rock back and forth and he follows.She continues to rock slowly on top of him.He's very still. She's doing all the work for herself, rubbing against him. She goes on. She hasn't stopped looking into his eyes.She keeps going in silence. Her movements are small.She finishes, intensely but quietly and without ever looking away from his eyes.She watches him finish. He holds her gaze as long as he can but at the end closes his eyes. She smiles watching him, then cuddles up to him.OMITTED

Karen walks out of the bathroom and begins to fold a blanket that was thrown on a chair. She turns to her mother and is struck by what she sees: her mother is already dead, her eyes and mouth slightly open.

Elizabeth is in her bathrobe, taking in the morning air. She can see Paul still asleep in her bed. She turns to the next balcony to find Steven walking out, already showered and dressed. He lights a cigarette. She observes him for a moment, unseen. Finally he sees her and nods hello. Elizabeth positions herself to face him. She opens her bathrobe and bares her breasts for him to see. She holds for a good while, then finally walks back into her apartment. A meeting room. Lucy, Joseph and Sister Joanne are seated around the table.Lucy looks at Joseph. No questions. Sister Joanne pats Lucy on the leg and leaves the room. Lucy and Joseph wait. Finally:He smiles and reaches for her hand. The door open and Sister Joanne returns with RAY. Lucy and Joseph stand.Everyone nods.Sister Joanne leaves. Ray sits and Lucy and Joseph follow. Ray looks them over unabashed, at ease in the silence. Finally:Lucy nods.I want to hear from her first before I talk to you. Lucy is intimidated and says nothing.Lucy shakes no.Ray laughs.He nods yes.A beat.A beat.Lucy says nothing. Ray laughs, annoyed.She gets up.Ray waits, standing. Lucy collects her thoughts.Ray just looks at her. Then:Lucy nods.

Later. Lucy is angry Joseph.Joseph tries to put his arm around her. She reacts violently.Sister Joanne walks in.Lucy laughs.Lucy looks at Joseph for the approval.Lucy kisses Joseph. NORA'S BEDROOM - DAY Karen opens the curtains and takes off the sheets from her mother's bed.Intercut with Karen placing the urn containing her mother's ashes on the floor inside a closet. After placing the urn she stands there and looks at it.Karen kneels down again, opens the urn and looks at the ashes. She smells them. Back to Karen writing at the kitchen table.

Karen is seated drinking coffee while Sofia cleans up.Sofia drops the subject and continues cleaning. Karen defies her:Nothing from Sofia. Karen finishes her coffee.Karen thinks about it.Karen says nothing.

Elizabeth lies naked on her side of the bed. A man sits up on the other side. It's Steven, Tracy's husband. He begins to dress.

Karen is behind the wheel of her car, stopped at a red light. A WOMAN in her thirties crossing in front of her catches her eye. Karen then follows with her gaze ANOTHER WOMAN crossing in the opposite direction. Then a THIRD WOMAN, this one seven months pregnant. After the women pass Karen is left deep in thought, until a honking car behind her awakes her and she drives off. The PREGNANT WOMAN was Elizabeth.

Karen is seated in a waiting area. A MAN IN HIS FIFTIES, the branch manager, waves her over. He stands up to shake her hand and greets her.A beat.He smiles but when she says nothing he takes her in and finally recognizes her. TOM (cont'd) Karen. Wow.She chuckles, trying to make light of it. He takes her in.Tom nods but says nothing. KAREN (cont'd) How are you? You married that girl from NoHo High, right? Hailie.A beat.She nods. A long beat. TOM (cont'd) I think about you all the time.

We have two boys and a girl. They're gone now. They have their own lives.

I never told you: my dad gave me the beating of my life. Not when he found out you were pregnant. He didn't say anything for months then. But when he heard the baby was born -- boy!

Her memory's gone. She was married for sixty years and had four kids and worked a dozen jobs and fought with my dad every day and was even happy sometimes, but mostly she was tired as hell. Now she looks at me when I visit and she doesn't know who I am -- or my sisters. Something in my face rings a bell for her -- but she can't make it out. There's nothing left.

Karen and Tom sit at a bench outside the bank.A beat.Tom is trying to make light of it but clearly it's a painful subject for him. TOM (cont'd) She wanted to look for her, you know. She said to my sisters once: "It's abnormal -- my grandchild out there in the world, and I've never met her." They look at each other. Tom caresses Karen's arm.

Paul and Elizabeth are in bed. Elizabeth curls up to Paul and caresses his face affectionately.relationship of an informal or temporary nature. A beat.Silence. Then:She smiles.A beat.She nods.Paul laughs.

Karen and Tom kiss like teenagers. They look at each other's face, trying the recognize what they remember about each other. LATER After sex. Karen and Tom are still in bed, in silence. Then Karen gets up and begins to dress. Tom looks on. When Karen is dressed she stands there for a moment looks at him and he looks back at her but says nothing. Then:A beat.Karen makes a gesture -- don't speak. He stops. own. It needed to come from you. No anger from her, just disappointment. A beat.A beat.He nods. She reaches for her handbag.A beat. She chuckles, then leaves.

Karen is with an elderly patient. She places the patient on a wheelchair, walks to a water fountain and begins to fill a paper cup. When she looks around Paco is already walking up to her.Karen says nothing.After a beat:Paco walks away.

Karen comes in and walks towards her locker. She stops suddenly: there is a small plastic bag hanging from the locker handle.

Karen rushes in carrying the bag, looks around but doesn't find what she's looking for. She rushes out again.

Karen can see Paco walking towards his car. She moves quickly and catches up with him.Paco says nothing.Karen shoves the bag in his stomach.Karen walks away leaving him holding onto the bag. Paco is angry now. He walks quickly and catches up to her. 'thanks', you weirdo! He grabs her hand and puts the bag in it. Then he points right to her.He storms off, mumbling:Other people have stopped to witness this. Karen is shaken. OMITTED

Elizabeth opens the door for Steven.Elizabeth walks out.He's undecided. After a beat she closes the door and leads the way.

The door opens and Elizabeth walks in ahead of Steven. The apartment has the same layout as Elizabeth's. She walks around, taking it in. Elizabeth shakes no while looking at the many photographs on the mantelpiece. Presiding over them is a large one of Tracy and Steven on their wedding day, very formally dressed and flanked by bridesmaids and ushers. Elizabeth turns towards Steven and chuckles.She shakes no.Elizabeth walks down the hall. She opens a door and looks inside. It's a small bedroom already set up as a nursery. There are unopened gifts around. Elizabeth heads into the bedroom and surveys the area. From where he's standing Steven can't see her. She opens the top drawer of a chest and finds Tracy's underwear. She quickly takes off her own panties, folds them carefully and places them under Tracy's. Outside Steven looks at his watch.Steven walks to the bedroom and finds Elizabeth waiting on the bed, belly down. She has pulled up her skirt to reveal that she's not wearing underwear.

Karen eats lunch by herself. Another woman sits nearby. As soon as she walks out Karen stands up, takes a small envelope from her pocket and slides it under a locker door.

Karen walks out of the building and sees Paco waiting by her car. She approaches. He's holding her opened envelope in his hand.A beat. Karen reaches for her car keys. Paco moves out of the way and Karen opens the car door.A beat. She waits for a co-worker to walk by.A beat. This hasn't been easy for her.Paco nods. She sits in the car.She closes the car door. OMITTED OMITTED

Lucy sits with Ray in a visitor's room. I'm having a boy. Is that what you guys want?A beat.A beat.A beat.

Karen prunes roses in her front yard. The sound of the vacuum cleaner is coming from inside the house. Through a window Karen sees Sofia's daughter Cristi moving a chair in the kitchen. She places it against the counter and gets on top of the chair, trying to reach an upper cabinet. She still can't reach what she wants so she climbs on to the counter. This is enough for Karen, who rushes to the kitchen back door.

The girl is startled.The girl gets down, clearly intimidated by Karen's tone. She pushes the chair back to its place. Karen walks in, looks inside the cabinet and takes out a bag of cookies. She shows them to the girl who says nothing. After a beat Karen takes out a cookie and offers it to the girl.The girl does not take the cookie.The girl doesn't move.It's somewhat of an order. The girl takes the cookie but does not eat it. Karen waits. Finally the girl takes a tiny nibble. Karen smiles, pleased with herself. the girl's neck and examines it. Angry, Karen reaches around the back of the girl's neck and undoes the chain. OMITTED

Karen storms into the room where Sofia is cleaning. She has the necklace in one hand and she is holding on to the girl's wrist with the other.Sofia turns off the vacuum cleaner.Karen lets go of the girl who walks to her mother.Karen is bewildered to hear this and says nothing. After a beat Sofia turns on the vacuum cleaner and goes back to work. For a moment Karen does not move. Then she speaks up.Sofia turns off the vacuum cleaner.Sofia thinks about it.A beat.Sofia shrugs "I don't know".A beat.A beat.Karen is surprised to hear this.A beat.Sofia shakes no. Then:A beat. Karen eyes begin to fill with tears.Sofia says nothing while Karen cries openly. After a while:

Elizabeth is waiting in an examination room. DR. ELEANOR STONE, a woman Elizabeth's age, comes into the room.Eleanor looks at the chart.A beat. Eleanor sits.Eleanor takes notes.Eleanor looks at Elizabeth. Elizabeth says nothing.Eleanor takes this in.Elizabeth reaches under the paper gown and removes her underwear. Meanwhile Eleanor puts on a latex glove and examines Elizabeth's face.Elizabeth does.Elizabeth is surprised to hear the question.Elizabeth sits up again.Elizabeth is putting her clothes back on.Elizabeth stops, apparently satisfied with the apology. She removes her underwear again and lies back on the table. Eleanor examines her quickly.Elizabeth sits up again.Eleanor is puzzled by the reply but Elizabeth offers no more. She hands Elizabeth her file.Eleanor leaves. Leticia is at the cash register, closing up. Ray is watching through the glass doors. Ray tries to open the door but it's locked. She knocks on the glass. Leticia sees her but goes back to her work, ignoring her. Ray knocks again but since Leticia continues to ignore her, Ray bangs loudly on the glass door with both fists. Leticia hangs tough, ignoring her. Finally Leticia shouts from where she is:Ray stops. Leticia walks over, unlocks the door and lets her in.Leticia heads back to the cash register.Ray says nothing.She touches her breasts.Leticia says nothing.Leticia returns to her paperwork.Ray says nothing.A beat. Ray turns to leave.On her way out Ray messes up folded clothes on a table. Karen sits on her mother's unmade bed, still visibly upset. Sofia and Cristina come to the door.Sofia holds up the pendant.Karen shakes no. Sofia signals to Cristi.After a beat:Sofia and the girl leave.

It's not a procedure performed on minors -- except for medical reasons.

I think we have met. I was friends with Sophie Sparrow and Nina Marshall.

They lived next door to you. We never really spoke. You were a little intimidating.

Look -- I am sorry. It was bad timing and unprofessional. I haven't seen Sophie in fifteen years and I don't presume to know anything about you. Please forgive me.

Elizabeth is at work. Paul comes in with a cup of coffee for her. She's pleased to see him.He does. She returns to work and he just watches. Finally:He shakes "nothing". She waits.part of my imagination. A beat.Paul says nothing.She returns to her work.She says nothing. Then:A beat.He leaves. Later. Karen is curled up on the bed. The doorbell rings. The doorbell rings again. Karen looks at her watch and gets up quickly, fixing her hair and rumpled clothes.

Karen turns on lights on her way to the door. Before she opens it she pulls her head together. It's Paco.She opens the door wider and he walks in. They stand there in awkward silence. Finally:Paco's reaction is small but clear: it's always something with this woman. A beat.He nods. She exits.

Later. Paco and Karen walk in silence to his car. He opens the door for her and she sits in. He sits behind the wheel. Karen is practically absent.She shakes no.She nods okay. He starts the car. A beat. He turns the car off again.She waits for a reaction but Paco says nothing.A beat.She's done and she seems depleted. Paco places his hand on her knee for her to hold. She puts her hand in his and he holds it tight. After a few moments she asks:He says nothing.

Elizabeth is waiting. Eleanor comes in.Silence from Elizabeth. it happens. Talk to the girls up front about coming in and we'll take care of it. Eleanor writes quickly in the file.Eleanor smiles at her and leaves. Elizabeth sits there, lost in thought. Finally she walks out. She stops for a moment at the nurses area. There are patients and other doctors and nurses around and it's quite busy. Suddenly, with surprising ferocity and speed, Elizabeth flails her arms around and begins hitting everything within her reach: files, a bowl of candy, a computer screen, a bulletin board full of baby pictures, a Rolodex, pens, magazines. The outburst lasts only a few seconds, long enough for all activity to stop and for Eleanor to rush out of a room. Elizabeth walks right up to her face.Elizabeth leaves.

Elizabeth walks into the elevator. She stands there, still stunned by the news. The doors close. Elizabeth presses the STOP button and crouches down to the floor.

After hours. Lucy and her mother clean up behind the counter.Ada shrugs. A pause.Lucy says nothing.Lucy looks at her mother wondering what this is all about.She walks off.

Elizabeth sits on the floor sipping a cup of tea. TWO MEN work around her, carrying boxes. Elizabeth hears loud voices. It seems that Tracy and Steven are having a good fight.

Elizabeth rings the doorbell and waits. A woman of thirty, MARIA, opens the door. Voices can be heard inside.They shake.She walks in reluctantly. Maria leads the way.She follows to the dining room where a large table sits Paul's FAMILY: his son JULIAN is also there as well as both of Paul's children's SPOUSES. An OLDER WOMAN who must be Paul's mother, four or five CHILDREN of various ages and a COUPLE that is Paul's brother with his wife. The group of almost 15 is in the middle of an animated discussion that involves people talking at the same time and teasing and prodding one another. It's a warm feeling. Paul is pacing in the background on the phone. He is surprised to see Elizabeth but apparently can't get off the phone so he signals to her "give me a minute". Maria addresses the table:Greetings from many of them. Elizabeth smiles briefly. Paul's son JULIAN gets up and pulls up a chair for her.the midst of the animated family. Elizabeth's eyes meet with the OLDER LADY'S, who must be Paul's mother. The woman smiles at her, friendly. A LITTLE BOY of about one also looks at her with curiosity. Paul finally hangs up and observes her in silence. She seems like a lost child, almost physically smaller. Finally Elizabeth sees him and he gestures: meet me out there.

Elizabeth walks in and is met by Paul.He wants to say something about his family but can't find words.She means it. A beat.She thinks about it and shrugs -- she has no good answer.A beat.She nods yes and walks to the front door and opens it and turns to say goodbye. But before she can say a word Paul steps forward and embraces her. A big burst of laughter can be heard coming from the dining room. After a moment he breaks the embrace and takes one last, good look at her. He kisses her forehead and goes back inside, closing the door behind him.

Steven walks to Elizabeth's door and rings the doorbell. No answer. He rings again.

Views of the San Fernando valley. A sprinkler watering a front yard. A crow eating crumbs of bread in a parking lot. A few children in the playground of a public school in the late afternoon. A cat walks past a garage door, making the safety light turn on. Days into nights. Again, over these images: a child's piano lesson. Karen and Paco are getting married in a civil ceremony. The only guests are Paco's daughter MELISSA and her TWIN BOYS, 7 years of age. Other couples, some with brides in full wedding gowns, wait their turn.

Sunday and the park is quite full of families, mostly Latinos. A loud soccer game with people of all ages is in the background. Karen and Paco are at a picnic table with his daughter MELISSA. Her twin boys play in the background. Melissa is serving a plate of food for Paco.She serves Karen.As Karen tries her food Melissa lowers her head and whispers Grace. Karen is embarrassed to have started eating. When Melissa is done she makes the sign of the cross and eats too. Paco has eaten through all this, unconcerned.with my dad. Paco says nothing.Paco gives her a look.Karen says nothing. Silence while they eat. Then:Karen is taken by surprise.Silence. Karen is a little shaken.Karen waits. children will grow to know you as their grandmother. They will learn to love you as my father loves you - as I hope to love you. Because it's the time spent together that counts. More than blood. Time counts the most. Karen says nothing.Karen sits perfectly still, tense, revealing nothing.

Okay, okay -- I'll stop. One day we'll be in Heaven laughing at these arguments.

What's to explain? All wickedness and cruelty is human. All love is God's love. Karen, you're a good woman -- you must feel the love of Mary in your heart.

Find her now -- before time runs out. After that only regret remains. And regret is a killer.

There is a daughter -- a little girl. She was given up for adoption -- and they can't tell me who she is or where she is. That's it. It's the end.

A different apartment. Elizabeth is on the bed reading a magazine. She changes position and her robe opens, revealing her seven month belly.

A small law office, much less elegant than Paul's. Elizabeth sits across from a Mexican-American woman in her fifties, AMANDA. Amanda reads Elizabeth's resume.basis.Amanda considers this.After a beat Elizabeth shakes no.Amanda smiles then looks at Elizabeth's papers again.

Well, Elizabeth, to say that you're grossly over-qualified would be putting it mildly. I couldn't possibly afford someone like you -- though I'd like to, believe me.

What are your alternatives? What would you do if you didn't get this job?

Lucy is serving a cup of tea to Ray, who is almost nine months pregnant.Ray drinks from it anyway. LUCY (cont'd) I've always wanted to ask you what happened. How you got pregnant.Lucy thinks about it. morning and goes on about his life and he doesn't know he's a father.Ray shakes no. Then:Lucy says nothing. Ray puts her hand on her belly.Ray looks at Lucy, then takes Lucy's hand and places it on the pregnant belly. Movement. LUCY (cont'd) Jesus. Lucy is very still, transported. She closes her eyes, concentrated on feeling movement. Ray looks at her carefully, at how moved Lucy is. Ray then shifts position, essentially moving her belly away from Lucy. Lucy is taken aback but says nothing.

Karen is lying awake with her back to Paco, who reads. Finally:Paco takes a beat.A beat.Karen thinks about it.She thinks about it, then nods. A beat.A beat.

Karen and Paco sit across from Sister Joanna. Karen is nervous. Paco reaches for her hand to comfort her. She pulls away without looking at him. Sister Joanne comes in with a note pad and sits.Both Sister Joanne and Paco look at Karen who says nothing. A couple took the child on November 10. Unfortunately the provisions of the adoption do not allow me to give out any information regarding the identity of the parties involved. What you can do is write a letter to her. The letter is kept in the file and if she were ever to contact us we would give her the letter and she would be free to reach out to you directly. A beat.A long beat. Finally:Karen says nothing.Karen thinks about it, then shakes her head no. Elizabeth is being examined by a male doctor of sixty, DR. MORGAN.The doctor runs his hands over Elizabeth's belly. There is a point in the lower abdomen that makes Elizabeth flinch.She thinks about it.The doctor presses again. Elizabeth reacts again.He keeps checking it out. Elizabeth says nothing.He pats her cheek affectionately.He leaves. The roof top of an apartment building. Elizabeth lies face up on a beach towel, sunbathing. She is wearing shorts and a bikini top. The sound of a door opening and closing makes her turn and cover herself. A GIRL OF FIFTEEN walks out, leading with a white cane. She's blind. Elizabeth observes the girl as she takes a chair that's folded up against the wall, walks to the middle of the roof area, sits and takes in the sun then puts on an Ipod. Elizabeth folds her towel and walks towards the door. The girl, VIOLET, speaks up.The advise makes Elizabeth smile.She offers her hands and Elizabeth walks over to shake it.A beat.Elizabeth leaves. Karen walks in from the back yard and spots Sofia's daughter Cristi asleep on a couch in the living room. Her first instinct is to be annoyed that the girl just chose to nap there. Karen approaches as if resolved to wake her up, but something about the sleeping girl captures her. Karen just stands there, then kneels, looking at the girl.

Thirty-seven. You come and you go as you please, you lucky dog. What do you do for a living?

My mother wants me to be in radio. She says I have the voice for it. It's her fear talking -- that I won't be able to make my way.

I don't know what interests me. I sometimes tell her I could have a career in phone sex. She's humorless. Do you know anyone else in the building?

I'm always here in the afternoons. My mother takes a nap from five to six and the silence in the apartment drives me crazy. It's the sleep of the High Priestess. Meet me here if you're lonely.

Hello, Elizabeth. You have what's known as placenta previa. Your placenta sits low -- under the baby -- partially \* blocking the cervix. If it stays there it'll make for a very tricky delivery. We might have to consider a C-

Please try not to exert yourself. No running around or carrying heavy stuff. Okay? Otherwise I'll put you on bed rest.

It's not just the C-section -- we have to contain the hemorrhage.

If things get complicated it'll be better if you're under general anesthesia.

Still blind as a bat, but without wings. Are you married? You must be, otherwise you wouldn't be hiding up here so often.

Your baby. She doesn't know a thing. Morning -- snowflakes -- music.

We talk. I just can't -- really talk, you know. There's this knot in my throat when we get close to anything real.

He's a boy like any other boy -- except that he's singled me out so he deserves a reward, don't you think?

Sometimes when we're making out I feel like we're just -- one person -- all tangled up. I breathe in his breath and it feels so good it makes me want to cry.

We have no other place. He lives with his family -- there's five of them. My mom is home most of the day. She'll freak.

Sofia and Cristi are getting ready to leave. Karen is counting money at the kitchen table. Then: Karen looks up at the girl:The girl and mother are surprised that Karen even knows the girl's name. KAREN (cont'd) Tell me something you remember about my mother. The girl thinks. She looks at her mom who says nothing. Finally:Karen can't help but smile. Then all three laugh a little. Karen gives Sofia her money and Sofia and the girl leave.

Leticia is helping a customer, unaware that Ray stand nearby, waiting. The customer takes an article of clothing into the changing room. Leticia sees Ray. house. Ray says nothing, just walks around the store looking at the clothing.A beat.Ray says nothing. Leticia folds sweaters. A beat.pregnant and single like I was. A beat. LETICIA (cont'd) I didn't want you and now I can't take a breath without thinking of you and wanting the best of the best for you. The client exits the changing room. Leticia goes to her.

Elizabeth is at work when she looks up and out the window sees a woman who is standing on the sidewalk, looking at her intently. It's Paul's daughter, MARIA. For a moment Elizabeth looks preoccupied with the coincidence, but she pulls it together. Maria comes into the officeElizabeth nods, taking it in. Maria points to her belly. MARIA (cont'd) Is that his?Maria walks away.

Sofia has set up an ironing board and is working on a blouse. She stops suddenly, hearing something: Cristi singing and someone clapping. Sofia walks up slowly and peers into the living room. Cristi is singing a Mexican song and dancing a traditional dance for Karen, who watches, delighted.

Lucy comes in to the sound of a game on television. She puts down her things and turns on a couple of lights and walks into the living room. Joseph is there, sitting in front of a football game. But Joseph isn't watching the game, lost as he is in thought.He turns but says nothing.He looks at the game on TV like he hadn't realized it was on. LUCY (cont'd) Are you okay? A beat.A beat.Lucy is hard hit.A beat.Lucy leaves the house.

Elizabeth walks onto the roof. Violet is there, reading. She turns when she hears someone approaching and points towards Elizabeth with her cane.Elizabeth thinks about that.Violet rubs her hands together and holds them out. Elizabeth takes Violet's hands and puts them on her belly. VIOLET (cont'd) A person inside another person. Science fiction. A beat.A beat. VIOLET (cont'd) Only her mother's heartbeat. Elizabeth thinks about that.A long beat.Elizabeth says nothing. VIOLET (cont'd) What's your mother like? Elizabeth thinks about it.A beat. Elizabeth looks at Violet and reconsiders.Violet says nothing. ELIZABETH (cont'd) For a long time I could only think of her as a girl of fourteen. That's how old she was when I was born. A beat. She was like you.Elizabeth laughs. She touches Violet's face. ELIZABETH (cont'd) In the last few months I've formed this image in my head of a woman her real age. I imagine her living alone -- no husband or children.A beat.A beat.Violet says nothing. Elizabeth is quiet for a moment. ELIZABETH (cont'd) I used to be angry at her. Not any more. I don't know what happened but all that anger just washed out of me.A beat.just sit with her -- like we're sitting here right now. They sit in silence.

Lucy cries while Ada watches. Finally:Ada says nothing. A beat. LUCY (cont'd) It's over.Lucy shakes no.A beat.

Karen is on the bed, reading a book out loud to Cristi. Sofia looks in, but stands in silence, not wanting to interrupt. Karen reads something that makes Cristi laugh. Karen stops to watch the girl laugh and she laughs, too. Before she returns to the book she caresses the girl's hair affectionately. Then:The girl looks to Sofia for permission and the mother nods. Cristi enters Karen's bathroom. A beat.Karen nods. Then:A beat. KAREN (cont'd) Anything. Sofia smiles, but says nothing. Then:Sofia waits.She trails off, unable to find the words.Karen nods. It's been difficult to ask, but it has been honest and Sofia considers her answer carefully:Sofia smiles and shrugs: who knows? The girl returns from the bathroom and she and Sofia leave. The girl turns to wave goodbye to Karen on her way out. OMITTED OMITTED OMITTED Ray during labor. She's scared and she holds Lucy's hand, breathing between contractions. The baby crowning. Lucy watching, mesmerized. OMITTED LATER Lucy cutting the umbilical cord.

Violet walks across the roof, leading with her cane. She slows down a little as she approaches the edge, and when her cane confirms that she's steps from it she kneels down and travels the rest of the way on all fours. Violet kneels by the very edge and taps the side of the building with her cane, confirming the precipice below. Elizabeth comes out of the door and sees Violet.Elizabeth walks towards her.Elizabeth sits a couple for steps behind Violet.A breeze blows on them.A beat.A beat.Elizabeth thinks about it.Elizabeth laughs. Then:Elizabeth fixes a loose strand of hair on Violet.A beat.Violet reaches out to Elizabeth's belly.Elizabeth smiles.A beat. Then in a different tone:Elizabeth says nothing, just takes her in. during the day. Elizabeth says nothing.Elizabeth just looks at her. Then:Violet reaches out and holds Elizabeth's hand.

Ray is asleep. Lucy is seated nearby. Ada stands against the wall on the opposite side of the room. The door opens and a nurse rolls in a bassinet with the BABY sleeping inside. Ray opens her eyes.Ray shakes no. NURSE (cont'd) You should put him on the breast -- he'll stimulate it.A beat. this?The nurse looks at Lucy and Ada who say nothing. LATER Lucy feeds the baby a tiny bottle of formula while Ada watches closely. Ray just looks out the window. Ada has been circumspect until now -- but finally she smiles while she watches the baby.

Ray is fast asleep again and the baby has been taken away. Lucy and Ada are preparing to leave. Lucy walks up to Ray and caresses her forehead -- then kisses it.

Lucy and Ada walk out of Ray's room. As they head down the hallway they cross Ray's mom Leticia, walking briskly in the opposite direction.

Karen, Paco and Sofia sing Happy Birthday to Cristi, while candles burn on a small ice-cream cake. When they're done, Cristi blows out the candles as everyone claps. 111B LATER 111B Karen is washing dishes while Sofia wipes down the table and the kitchen counter. Finally:Sofia nods, keeps working. Then:A beat.Karen returns to washing dishes.Karen nods but says nothing.

Dr. Morgan comes in with test results. Elizabeth is waiting.No. I want to deliver her.He's unwilling to commit.A beat.Elizabeth lies back. Dr. Morgan touches her belly.Elizabeth shrugs "I have no idea."She says nothing.She smiles but says nothing. OMITTED

We hear only score over this scene -- no dialogue. As they approaches Ray's room they see a group gathered at the door. Sister Joanne is here, together with a DOCTOR and another MAN that looks like a HOSPITAL ADMINISTRATOR. Further down the hall is a SECURITY GUARD. Sister Joanne pulls Lucy over to one side and explains something to her slowly, carefully. Lucy listens in silence, then reacts badly and begins to scream. She rushes to the door and bangs on it and screams but is pulled away by hospital staff and by Ada. Ada tries to walk her away, but Lucy tries to get back into the room. As they pull her away this time she collapses to the floor, screaming and squirming in an uncontrollable fit. Sister Joanne looks on, heart-broken for her.

Lucy can be heard yelling outside. Ray is in bed nursing the baby. Her mother sits on the edge of the bed, watching. Neither says a word or looks at the other.

Sofia, Paco and Karen exchange quick formal hugs. Paco shakes Cristi's hand and bows, playfully formal. Cristi reaches into Sofia's bag and takes out a little present, wrapped by her. She hands it to Karen. Karen kneels and hugs the girl and then just looks at the girl's face, long and hard, taking in every detail, touching her with the tips of her fingers -- like a blind person trying to memorize the features. Karen gets up again and they all stand there in silence. Suddenly Sofia steps up again and embraces Karen quickly and whispers in her ear:Sofia breaks away and without another look or word she takes the girl's hand and they walk away. Karen and Paco watch as Sofia and Cristi walk away. Karen puts on the necklace. OMITTED

Lucy is lying down on a couch, depleted. Ada sits next to her, holding her hand.The doorbell rings and Ada walks away. Ada returns followed by Sister Joanne. Lucy sits up slowly when Sister Joanne walks in. Sister Joanne sits. Ada remains standing.Ada backs off. LUCY (cont'd) Is this a baby that was meant for someone else?Lucy doesn't take her eyes off Sister Joanne. A beat. SISTER JOANNE (cont'd) Lucy: this little girl -- you're crossing paths with her today. If you let it pass it'll be gone forever.

Karen and Paco are in bed. They lie there in silence. Finally:I was little she would dress me up in her clothes and paint my face and we would put on these little musical shows and laugh like crazy. She once peed in her pants, she was laughing so hard. I hadn't thought about that in years. A beat. KAREN (cont'd) She loved everything that I wrote and she encouraged me. She had high hopes for me. All her hopes were for me, really -- she had none for herself. That was scary. And then when I got pregnant something broke inside of her and she never recuperated. A beat. KAREN (cont'd) She was capable of a lot of love, once. And it was all for me. She cuddles up to him. OMITTED

Elizabeth's childhood home. Elizabeth drives up and looks at the house from inside the car. There is a "For Sale" sign up front. Elizabeth takes out her cell phone and dials a number. The number rings and rings. When a machine answers with a woman's voice on it, she hangs up.

Elizabeth lets herself into the back door and rushes past the living room and right up the stairs. Elizabeth walks into her old bedroom and heads straight for the closet. Although things are stored in the room, it is still somewhat dressed like it was when she was in high school, twenty years ago. Elizabeth, rifles through cardboard boxes quickly, picking out a photo album, looking through it and taking a little photograph. She puts the album away and turns to leave but stops and looks around and breaths in the smell of the place. She closes her eyes. When she finally opens her eyes we see how hard the memories are for her. She walks to the window and looks out to the large, unkempt back yard OMITTED

Elizabeth stands in the middle of the large yard, looking around, lost in her memories. After a while she turns around and standing not far from her is a woman in her sixties, REBECCA. For a few beats nobody speaks, while the women take each other in. Finally:Elizabeth walks past her on her way out.124A OMITTED 124A

Karen is seated in front of Sister Joanne's desk. Sister Joanne comes in. Karen smiles, nervously. She's holding an envelope. Sister Joanna points to it without a word. Karen hands it to her.Karen doesn't move. Finally:Sister Joanne gets up and exits the room.

Elizabeth lets herself in. She puts down her handbag and briefcase and notices a girl's shoes on the living room floor. Elizabeth walks quietly to the bedroom door. Inside, naked and asleep in bed, are Violet and a BOY HER AGE. Elizabeth observes them for a few beats then backs away.

The BABY cries desperately at the top of her lungs. Lucy tries to comfort her, holding her and dancing around. Lucy is crying too, exhausted. The doorbell rings. Lucy opens the door for her mother.Ada takes the baby and walks towards the bedroom. Lucy collapses in a chair, exhausted. OMITTED Lucy drinks a cup of tea. Ada comes in.A beat.Lucy breaks down crying again. Ada blows up:Lucy is stunned. Jesus! Stop whining and grow the fuck up and get your act together and be the mother! Lucy looks at her mother in shock, then nods and breaths, trying to calm down. The women regroup. Then: ADA (cont'd) Listen -- let's change the plan. Let's let her cry herself to sleep. Lucy thinks about it. ADA (cont'd) It'll be hard, okay. Really hard. But after a couple of days --. The baby begins to cry. ADA (cont'd) After a couple of days she'll get used to it. Okay? It's for the better. Lucy nods. The baby cries harder. Then harder. Lucy whispers.Ada takes her finger to her lips: hush. Then Ada gets up and closes the door. They sit there for a long time while the baby cries. Lucy begins to cry too. Finally she gets up and storms out. Ada runs after her.

Ada runs in just as Lucy is picking up the baby and dances around with her, trying to calm her down.calmly.Ada gestures "who knows?". Lucy holds up the baby to her face. The baby looks into her eyes. Lucy looks back.

Elizabeth writes a letter.A beat. She writes again.Her writing the letter is intercut with Elizabeth setting up a camera and sitting for a self-portrait.

I was born November 7, 1973. I don't \* want to impose myself on you. I don't want to be a nuisance. I am pregnant and I'd like my baby to know where she comes from. I live in Los Angeles. I am successful in my work and financially independent. I am open to sharing more about myself and if you were open to that as well, it would be welcome. If you don't want to communicate with me, I will also understand and accept it.

If we were to meet, I think we should look forward, not back, and build something new. My name is Elizabeth. I think of you often.

Elizabeth sits across from an AGENCY WORKER, a YOUNG MAN. We do not hear what they say, but eventually Elizabeth hands the man a sealed letter-sized envelope. The man takes it and after a beat Elizabeth realizes that's it and gets up. After Elizabeth has left, the man puts the letter on his desk. The phone rings and he picks up. During the call another WORKER comes into the room and places documents over Elizabeth's letter, burying it. After hours. Most people are gone and the office is quiet. Elizabeth is at a file cabinet next to her desk. The sound of the office door opening makes her look up. It's PAUL. He walks up to her desk.Paul remains standing, just taking her in. She waits.A beat. I'm going to say goodbye to all that -- and I want you to come back and be with me. And you can grow roots here and I'll stay at the firm and I'll pave your way to the top. You're what I want. I'm going to care of you -- both of you. And I'm never going to leave. He walks away. Elizabeth is trembling.

Elizabeth places the heavy suitcases in the trunk of her car with difficulty.

Elizabeth loads two full and heavy cardboard boxes into the elevator and presses the button. The elevator stops at a floor and Violet walks in. Elizabeth is about to say something but realizes Violet doesn't realize she's there. Elizabeth backs up and they ride in silence, Elizabeth quiet as a mouse and Violet unaware of her presence. Elizabeth observes Violet with obvious tenderness, fighting back tears. Elizabeth kisses the tips of her fingers and reaches out close to Violet, but without making contact. At the ground floor Violet gets out.

Elizabeth opens the back door of the car and is loading the two boxes when the pain in her lower abdomen makes her fold over and drop the box. Elizabeth can hardly stand up from the pain. She remains on her knees and breathes deeply.

Dr. Morgan comes in to find Elizabeth in pain.He raises the hospital gown and touches Elizabeth's lower belly ever so lightly.Then, in a different tone:

Elizabeth is awake but looks pale and tired as the doctors work to extract the baby. feelings. A couple of nurses and a doctor move around Elizabeth, as the work climate in the room seems to become more tense and hurried. After a few moments the nurse steps back in and takes the baby and hold her up for Elizabeth to kiss. Then, as the baby's face is pulled away Elizabeth's eyes lose their focus. The color is draining from her face.

Close on a very pale Elizabeth, on the operating table, her lifeless eyes still slightly open. More at peace than we've ever seen her.

Views of the San Fernando Valley A garbage truck making its rounds. High power cables humming in the sun. A street with no pedestrians at dusk.

A WOMAN AGENCY WORKER is looking through boxes with documents when she discovers Elizabeth's letter to Karen. The woman worker shows the letter to Sister Joanne. Joanne looks through file cabinets for Karen's file. She puts the envelope in the file and makes a note of it on a piece of paper. She's about to walk away when something stops her. She opens the file again and checks Elizabeth's name on the envelope. Sister Joanne checks another file, then checks through records on the computer. She realizes the connection between Elizabeth and Karen, and therefore between Karen and the baby Lucy adopted.

Karen walks in to find Sister Joanne.A beat.A beat.A beat.Karen looks at the letter in Sister Joanne's hand, but Joanne doesn't hand it over, she just looks at Karen. Finally:

Paco comes in. It's a joke. No answer. Karen walks in slowly from the hallway that leads to the bedrooms.A beat.A beat. KAREN (cont'd) Why did you make me look? Until I found out she was dead, she was alive. She would be alive to me right now. She makes a move as if to strike him on the chest with a fist but stops just short of it, then hugs him.

Views of the San Fernando Valley again: a MAN trimming tree branches. a large group of GIRLS racing by on bicycles. A birds' NEST. A FREIGHT TRAIN passing by slowly.

Amanda shows Karen to Elizabeth's old work station. It's now occupied by someone else's things and the desk has been re-oriented. Amanda walks away, leaving Karen by herself. Karen takes in the place. She turns to look out the window. A heavy rain is falling. and continues her work. Karen stands in the middle of the yard which has been cleaned up and re-landscaped. A YOUNG COUPLE, the new owners, watch her from nearby while their SONS play baseball.

Violet is crouched down on the floor, lost in her own thoughts. Karen walks the roof slowly, the breeze blowing on her face.

Karen and Paco talk to Sister Joanne.A beat.A beat.Karen thinks about it.A beat. Sister Joanne holds out a piece of paper.Karen takes the piece of paper and looks at it. She reads it and looks at Sister Joanne, then laughs and hands it to Paco who reads it also. Karen can't stop laughing.

Karen stands partly hidden behind tree branches, watching the front yard of a house where a woman sits with her back to Karen, playing with a TODDLER.

Karen is on the phone.She listens. KAREN (cont'd) Okay. All right. Thanks. Bye-bye.

Karen comes out of her house, closes the door behind her. We follow in an uninterrupted shot as she crosses her street, walks down to the corner, turns and walks towards Lucy's house. Lucy is resting on the lawn looking at clouds passing overhead, next to Ella who is fast asleep. The girl's face is partially covered with a blanket Lucy sits up, feeling herself watched. Karen is there, looking at the child. Lucy is a little taken aback and is about to say something when it occurs to her who this woman might be. She uncovers Ella's face and the women look at her in silence. LATER Ella is awake and she plays peek-a-boo with Karen, who is nervous but increasingly delighted. The girl laughs heartily and Karen laughs too, through tears. Ella wipes her tears. Ada watches from inside the house. The girl sees and holds the pendant around Karen's neck. Karen takes it off and puts it on the child. LATER Karen watches as Lucy and Ella play a game that involves quick little kisses on each other's face. DUSK Lucy follows Ada who carries Ella into the house as Ella waves goodbye to Karen who waves back, then slowly backs away. OMITTED Ada looks into the kitchen and finds Lucy standing at the sink, the dishes all washed and the water still running, lost in thought.Lucy turns off the water tap.Ada waits for more.Ada has no comment.

Karen is at the door of her house, wearing her night gown. She's standing there, looking towards the street corner. Half of Lucy's house is visible from where Karen stands. The last light goes out in Lucy's house.

Karen walks into the living room. Paco is standing there, waiting for her.She nods "fine". He embraces her. PACO (cont'd) Are you? A beat.She thinks about it.She looks up at him and takes in his face up close. She whispers:

Paco is fast asleep. Karen is writing in her notebook.She picks up the envelope that Sister Joanne gave her (it's already been opened by her before) and takes out a letter and two photos. She reads the letter and it makes her smile. Karen puts the notebook aside and rests the photos on her side table and lies down to look at them. One photo is the self-portrait of a pregnant Elizabeth, the other is the school photo of Elizabeth, age 8. Karen looks at them -- scared, curious, marvelled -- then turns out the lights.

It 's raining lightly in the harbor and the water around the moored boats looks dirty and cold . We PICK UP a sad excuse for a boat sitting in an end slip . It 's a sea - gull - shitcovered , thirtyfoot cabin cruiser that has n't cruised in a long , long time . A ratty looking unpainted plywood addition has been nailed to the top of the cabin . It 's partially covered with a blue plastic tarp . SUPERIMPOSE : MARINA DEL REY , CALIFORNIA - FALL The tarp moves and SHANE FALCO 's half - naked torso emerges from under it . Shane is late twenties , golden boy handsome , but quickly going to seed . He looks hung over . Shane glances up at the sky and rain . He pulls on the top part of an old patched wet suit and zips it up . He shivers .

We 're BUZZING around the harbor with Shane in an old Zodiac inflatable DINGHY . Shane has pulled up the attached rubber hood to his wet suit so that only the white , pasty oblong of his face is visible . It 's still raining as he steers the little boat around the sailboats and yachts . He pulls up to a fiftyfoot sailboat and CUTS the ENGINE . With practiced moves , he ties the dinghy to the rear rail of the sailboat and clips a bill for services rendered on the sailboat 's stern line . He slips on a weight belt , puts on a pair of old gaffer taped goggles , jams the end of a air - hose in his mouth , and falls backward out of the dinghy and into the water .

It 's dark , dirty and murky . Suddenly , Shane floats INTO FRAME and comes AT us with a long spatula . ANOTHER ANGLE He attacks the underside of the sailboat which is covered with green algae muck that hangs a foot off the bottom of the boat . The spatula scrapes away the green mess revealing the pure white underside of the boat . CLOSE ON SHANE As he scrapes . Muck from the boat floats past him . This does n't look like fun . As he works , he happens to look down and notices something on the bottom . SHANE 'S POV Amidst the beer cans and other trash , something golden is sitting on the bottom . BACK TO SCENE Shane takes a deep pull on his hose , lets it go and drifts down . A shaft of sunlight penetrates the murky water and reveals a broken trophy half - buried in the mud . Shane kneels over it and picks it up . The trophy is almost a full - size football rendered in bronze attached to a broken base . Shane turns `` the ball '' over in his hands . He grips the seams like he 's done this before . Then he holds the football out in front of him . Suddenly , he starts barking garbled signals to an imaginary offense . He turns to his running back as he yells something like `` Blue 31 ! '' It comes out in bubbles He cocks his left leg and his wide receiver goes in motion . Then on the `` snap '' he turns and starts a five step drop . He moves in slow motion because hey . he 's underwater ! He executes a perfect play action fake on the third step of his drop , and looks `` down field '' for his receivers . But there 's a blitz ! He steps up in the pocket but a linebacker 's arm almost takes his head off . He dodges , he bobs , he weaves in a kind of delicate ballet . He rolls left and keeps looking for the open man . Suddenly he points down field , pulls up and cocks his arm . The `` ball '' comes behind his ear and snaps forward in a perfect release . The trophy spins OUT OF FRAME but we HOLD ON Shane as he watches his pass . Suddenly , he throws both arms up in a touchdown signal . We STAY ON him as he freezes in this pose of victory , fifteen feet underwater , on the trash - covered , muddy bottom of Marina Del Rey .

Bam ! A Miami Dolphin linebacker crushes a Washington Redskin running back and lands on his throat , elbow first . It 's a beautiful fall day in November and Miami is beating the Skins in front of seventy - six thousand crazed Washington fans . The Redskins are at their home stadium better known as `` The Big O. ''

JOHN MADDEN and PAT SUMMERALL are calling the game in shirtsleeves .Madden leans over to do his diagram that shows up on your TV screen . We STAY ON him as he draws and explains .

That play, my friends, sums up the Redskins' running game all day long. Now Washington calls their last time out.

Hey, the Dolphins do this as good as anybody. See, in a four, three, two, two, you got the guards. boom! Plugging up the middle, then the corners. boom and

Are free to says. box. leaving the middle linebacker to cut off the trap here. boom!

Third and twenty - two, but forget the first down with eight seconds showing and the Skins down by a touchdown.

Once again, if you have n't heard, it was announced during halftime that the N.F.L. Players Association will hold a press conference immediately following this game - that would make it about five o'clock Eastern time - and it is expected that

Here we go : Third down, eight seconds to play, ball on the Dolphins' thirty - three yard line. Skins down by a touchdown.

Like Shane Falco, the enormously talented college quarterback from Ohio State, who never fulfilled his potential in the pro's.

Dusted. And if I'm not mistaken, Falco set a record in that game for Bowl interceptions. Anyway, for some of these players this is another shot ; a last shot, probably, for a guy like Falco.

I do n't know. Something seems to be going on in the huddle. It looks like. yes, Shane Falco is on his back. They have n't run a play yet but Falco is down.

Washington comes up a minus fourteen yards on their first possession.

I think the Redskins just set a record for penalties in the first three minutes. We're waiting for the stats on that.

That puts the Redskins in field goal range. And here comes Pacifico to see if he can get them on the board before the half ends.

With eight seconds remaining, Pacifico will try the extra point that will send this game into overtime.

If he can stay alive that long. Ten - three New York in what has turned out to be an incredible defensive duel.

It's all about money, folks. More money, of course and ai n't it always? The shame of it is the big losers are you out there, the fans.

Pretty bold move by New England Patriot owner Victor Kiam, who went out and bought an entire semi - pro team once the strike happened.

Redskin management, on the other hand, is going with a bunch of unknowns. Their public relations people do n't even have bios yet on most of their players, although we'll see one or two familiar faces out there today.

Well, Pat, so far the Redskins have minus ten yards offensively.

Very nice off tackle run by Lamont. Execution was letter perfect.

According to the Redskins, Ray Smith. is. that's weird. No college given, no high school given. It just says he's been a resident of the state of Maryland for the last four years and five months. Likes to embroider.

began with a Redskin end around, but Cochran, the pulling tackle ran into Falco's pitchout. see?

Right here, it bounced off his helmet. Then it was kicked by Landon and then Hayes touched it, I think, and then Green got a hand on it, and then Bellinski recovered it and then he lost it, and finally the ball took a crazy bounce right back into

Yeah, and it looks like he's hurt, too. He was really starting to put it together here in the fourth quarter. Only forty - eight seconds now left on the clock.

I'm surprised to see him again after that shot he took from Bellinski.

Whoa! Falco calls an audible at the line of scrimmage and Lamont takes it in!

That's all - pro Hank Morris's third sack, his second here in the fourth quarter and the sixth of the day for

Lee scores! Lee scores! Lee scores! I love to see a fat guy score!

I ca n't believe it! McGinty is gon na let Pacifico try the field goal from sixty - five yards out!

Redskin quarterback EDDIE MARTEL is conferring with Redskin head coach BUD TILDON near the bench . Madden and Summerall continue OVER .We MOVE TO veteran Redskin center REESE EVANS , 38 , standing on the sidelines , uniform totally clean . He looks near tears .ON REDSKINETTES Twelve striking - looking women dressed in burgundy and gold are doing some inane chatter to a section of fans that ignore them . The girls are led by pretty ANNABELLE FARRELL , a bundle of manic energy inside a body from heaven .ON MARTEL The Redskin quarterback moves to the huddle .The huddle breaks and Martel sets up over the center .The ball is snapped and Martel drops back . He looks for a receiver and does n't see anybody . He steps up in the pocket , sees an opening and takes off running down field .Martel is a pretty good broken field runner for a big guy . Plus with the defense covering every possible receiver , he 's got a lot of daylight . Nobody has touched him as he crosses the fifteen . Suddenly , a safety , smaller than Martel , looms in front of him at the ten . Martel goes down in one of those wimpy quarterback slides before the safety can even hit him . BANG ! The GUN sounds and the game is over . ON MADDEN AND SUMMERALL They look at each other in disbeliefON THREE REDSKIN FANS We 'll see these guys throughout . They 're typical low level Washington bureaucrats named TODD , ROD and BOB who live for the Hogs - the traditional name for the Redskin offensive linemen . Todd is shirtless and his entire upper body is painted Redskin red . At that moment , they are livid with their quarterback and Bob is speaking for them all .ON ANNABELLE Behind her , the rest of the cheerleaders are already walking away . Annabelle looks at Quarterback Martel with pure disgust as he walks off the field .

We're coming to your house tonight, and we're gon na fucking kill you! And if you got a dog, we're gon na kill your fucking dog too!

You do n't want any trouble?! You're taking my job away, but you do n't want any trouble?

He does n't want any trouble, but he puts this piece of shit in a no parking zone.

Who, me? Not much. But these boys wanted a little head start on you.

It can be a game of luck. And under no circumstances can we allow a scab team to go three and O. Especially against the Dallas Cowboys. It's just not good for the game.

I ca n't really say, Shane. By the way, have you ever tried throwing a football with bruised ribs?

The sad fact is she wo n't give me the time of day. But you ca n't have everything I want. I ca n't let that happen. So, you got ta stop seeing her. Just on principle.

The room 's blinds are pulled tightly against the bright sunlight . Only the blue light of a TV illuminates anything . Suddenly , we hear an old man in the bed give out with a loud piercing wail . The door to the room bangs open and an English male nurse named AUGUSTINE RIPLEY , dressed in white , comes running in . He 's carrying a syringe in each hand , poised at the ready . He runs to the bed of the still wailing EDWARD FRANCIS O'NEIL -LRB- 75 -RRB- . O'Neil is hooked up to an oxygen tank , watching the just completed Redskin game with the sound off .O'Neil continues to wail .He puts one needle down and jabs O'Neil with the other one . He murmurs to the old man as he injects him .He finishes .He reaches for the phone and hits the speed dial .He hands the phone to O'Neil .

Nice medicine for a loss. Keeps us calm. Makes us not so sad. Keeps us on an even keel. Gives us some perspective, does n't it? And we'll save the winning medicine for next Sunday, wo n't we?

If you keep talking to me like I'm a five - year - old, I'm going to hurt you.

Better? It always makes you feel better when you fire someone, we know it does, do n't we? Yes.

You used to love asparagus soup. They say that when the taste buds go, you're at the beginning of the end.

You pussy. I want you to come back as head coach. I fired that asshole Tilden today.

We're gon na finish the season anyway. All of us owners decided. We're gon na use replacement players.

No team owner in their right mind is gon na give back those T.V. revenues.

All we promised Fox was twenty - two guys with a pulse every Sunday. But think about it, Jimmy. We got a great opportunity here! We got a chance to put a team on the field that plays the game just for the love of it. Like we used to play it.

Jimmy, I'm really dying. The doctor says I'll be gone by Superbowl Sunday. Help me bring a winner back to D.C.. You did it for me once before. You can do it again.

Come on. Would n't it be fun? A bunch of poor nobodies who play to win instead of a bunch of bitchy millionaires? You can put it together, Jimmy. Player's love you. They always have.

Shane ` Footsteps' Falco? This is what you're going to build an offense around?

Christ, Jimmy, I ask you to build me a team based on balls and the first player I see is Footsteps Falco?!

What about a safety? We got two a days starting tomorrow and a game in five days! And we still do n't have a safety?!

I called a friend of mine who just happens to be the Governor of Maryland.

God damn'em! Then you got to beat Dallas. The whole country will be watching. All those millionaires down there deserve to have their noses rubbed in it.

You can pull it off. You proved that winning does n't have to look pretty. These boys are hungry for it, Jimmy.

There's nothin' more dangerous in all of sports than a hungry team. I remember back in' 47, we were playing Nebraska in the mud.

Okay, Jimmy, okay. But you beat Dallas for me, and then I'll go gently into that night.

Coach Tildon sitting in his office . We can hear players getting dressed , listening to MUSIC and getting SHOWERS outside his open door .O'Neil throws the phone down . Augustine picks it up and then cranks up the oxygen a notch . O'Neil takes big gulps of the rich air .O'Neil sucks hard on the oxygen .

scored! I got one foot in the god damn grave and I could have scored!

Mister O'Neil, let's face facts : The players are going out. It's gon na happen. And nobody wants to get hurt on the last play before a strike that could go on for the rest of the season.

A REPORTER is interviewing WILSON JONES , the huge defensive end for the Redskins . Wilson wears an enormous diamond earring . Wilson is dressing at his locker .Wilson holds his arms out . Yes , he 's gigantic .Somebody turns UP a TV in the locker room . ON TV A handsome ex - player named Jerome Lindell steps up to a podium at a press conference . He 's wearing a two thousand dollar suit . On the TV he is identified with a super : `` JEROME LINDELL - President - National Football League Players ' Association . ''The entire locker room is silent for a beat . And then everyone starts getting dressed again , maybe a little slower than before . ON WILSON JONES

But you're already one of the highest paid players in the game. The fans just do n't see the point of a player like you striking.

There are some days when I am so beat up, that I can not dress my own big ass. I asked management for a valet or some shit to help me dress and they said no way. So, fuck'em!

I have just left a meeting with representatives of the owners and I am sad to say that they have refused the players' final demands which

Therefore, I am recommending that all N.F.L. players walk out and not play until our demands are met. I want the players to walk out tall, to walk out righteous, to walk out in the knowledge that we do this as a team. We shall overcome the fat cats. I send peace to my union brothers.

As president of the Players' Association, what does your presence mean here, Mister Lindell?

But where have you been? What have you been doing to make a living?

Bob, I'm standing in front of Redskins owner, Edward Frances O'Neil's home and all we know right now is that the Washington player previously known as Ray Smith is in fact Earl Samuel Wilkinson.

the All Pro Miami Safety who was serving five to seven years in the Maryland state penitentiary for three counts of aggravated assault. As you may recall, one of those counts was against a Baltimore City police officer and resulted in that officer being hospitalized for quite some time.

No, Bob, but rumor has it that the National Football League Player's Association had something to do with it.

Mister Matheson, what are the sticking points in the negotiations as far as the owners are concerned?

Very simply, support for these fine players and union men. Washington D.C. is the home of freedom and the collective bargaining agreement. I am here to remind all Americans that the owners are no better than the robber barons of the Nineteenth Century. They have blatantly gone out and hired scabs, which is against all principles of our Constitution and the Declaration of Independence and probably even the Emancipation Proclamation.

Do n't be asking for no autographs from the real players and then go in and watch the scabs!

because it's about brothers, and brotherhood and standing together against the oppressors. That's why I am so grateful to our Teamster brothers who have joined us here today in New York to protest the greed squad known as the N.F.L. owners.

I think that Mister Matheson here, and myself, are very close to an agreement that will put the ` pro' back in pro - football.

As he sleeps peacefully . The only sound is the HISS of his OXYGEN . Then we hear ICE CUBES SLOSHING in a glass . O'Neil opens his eyes and sees : JIMMY McGINTY , a handsome devil in his late sixties , wearing golf clothes and sipping the last dregs of a Scotch rocks .O'Neil motions to the glass . Jimmy pours three fingers from a Glenlivet bottle and hands it to him .O'Neil removes his oxygen to sip his whiskey . He smiles as it goes down .McGinty nods .O'Neil sips his whiskey and calms down .McGinty pours more Scotch and looks into the glass .O'Neil smiles .

That poof of a nurse of yours is gon na kick my ass if he catches you drinking.

I'm retired. And besides, you do n't have a team. They all flew home in their jets to their castles.

players?! I got the highest payroll in the N.F.L. and they still want more!

That's because you've been bottle - feeding straight cash to these big babies for years.

Listen : I golf once a week with the President of the United States. I walk my grandkids to school every day. I

will fuck me any time I want, which frankly, is n't too often, but it's comforting to know it's there. I do n't need it.

Okay. Here's the deal : you let me recruit who I want, with no interference?

I'm talking anybody I want. No exceptions. And no interference with my coaching, either, like you used to.

And one more thing : no more Notre Dame stories. You start telling me Notre Dame stories and I pull your

We're going to go another way here. I've done some scouting since I retired. On an ad hoc basis, of course. And what I have here is a list of people I've kept an eye on. They've all played football somewhere, but only a few in the pros. And they've all got something. unique to bring to the game. We're gon na take these people and try to put together a winning team. And if nothing else, they should be fun to watch.

I'm running the Redskins again. And I want you to quarterback'em. SHANE No, man, I've been out way too long.

What, three years since San Diego dumped you? That's nothing. You're in shape, flopping around in the water like that.

I scouted you when you were playing at Ohio State. I told San Diego they were probably making a mistake when they signed you.

Oh, you had a lot of tools : a quick release. Fast. A scrambler by nature. Good downfield vision. But you got hurt a lot. And worst of all, you never could win the big game. What did you lose the Sugar Bowl by, your senior year? What, forty points?

A scrambling quarterback is gon na do real well in this new replacement environment. And to tell you the truth, I think I can help you with your biggest problem.

Yeah, and it looks like things have been going really well for you since.

You know what separates the winners from the losers? Gettin' back on the horse. The one that kicked you in the teeth. You're still young. You still got bags of talent. If you do well, who knows what will happen when the strike ends?

You want me to tell you you're not going to get hurt? You know you will. No doubt about that. But, hell.

Would n't you rather get hurt than scrape the shit off of other guys' toys?

He's got as much natural talent as any quarterback in the league.

All he needs is a shot of self - confidence. He's our quarterback. That's the way it is.

I met Mickey in Hawaii. When he was even bigger. He's a Sumo wrestler. That means he's an expert at pushing people around.

Brian Murray would have gone in the first round five years back if he had n't been born deaf. I first saw him play right here in D.C. for Galludet College. He's a hell of an athlete. You wo n't have to tell him anything.

Danny Bateman. Ex - cop, ex - Marine, ex - rugby. He's absolutely harmless, if you just play dead.

because it's a damn waste of all that speed, Clifford. I told you that when you were in high school. You've got to catch the ball, son. This is the main idea of the passing game.

Okay. I assume that you have touched a woman in a romantic way, have you not?

just like you touch your girl friends. I better not see you without this ball. You understand?

No. No praying. That's the problem with professional sports today : too much god damn praying. Five hundred dollar fine to the first man I hear praying.

A lot of people are waiting for you to fall on your asses today. And guess what? You're going to. But I do n't give a shit if you look funny out there. Or if you miss a block, or drop a pass, or trip over your own dick. This is professional. And the difference between professional and amateur, between playing for the Washington Redskins and Michigan State is simply. money. You are being paid to win. Not just to play. Not just to learn how to be good sports. Not for the alumni. You are being paid to win. I do n't care how the fuck you do it. But I'm demanding it. Because those guys whose place you're taking have forgotten that simple fact. So, go win it.

All right, son, nice and easy now. Let's run our ten planned plays, get a feel for the land.

Come on, now, son. Pick up your pace on the roll. See the big picture. Pump and fake, pump and fake.

You got to look for Murray over the middle. You got to trust me on this : he's a big, tough kid with good hands.

You still got a whole half left. You're a thoroughbred out there running against a bunch a nags. You can pick these fuckers apart.

Half your job is getting that huddle in the right mindset. Use your imagination, Shane.

Do n't shake your head at me. You are going back in there. You are gon na run the same god damn play, you are gon na throw the ball to Franklin again and this time, he's gon na score.

You are the only one in this entire stadium who can do it. Do you understand me? You can do something no one else can do. So, start right here. Start living your destiny. Or give it up for good. Right here. Right now.

Do n't try to bullshit me, pal. You did n't want it. Winners always want the ball with the game on the line. You know that.

Alright, listen up : There have been a lot of rumors about the regular players crossing the picket lines. They are not rumors. Many union players have now seen the error of their ways and are coming back in

But they had their chance. Now it's your turn. Mister O'Neil and I have agreed to ban all striking players and to continue to go with you guys.

Stop with the lovefest! Let's get the goddamn ball back and win this thing!

Stop worrying. The N.F.L. does n't care if he played under an assumed name. Everything was legal. He was let out on a work release program. He'll be kept under house arrest but he'll still be able to play.

In the stadium. We'll fix up something comfortable for him and he'll get his exercise by kicking the shit out of N.F.L. receivers.

I want to keep Falco after the strike ends. As Martel's back - up.

You've got to take the union players back once the strike ends. It's part of the collective bargaining agreement.

Ed, let's be honest : beating Dallas is gon na be a hell of a trick.

Congratulations. It's official. You're staying on after the strike.

It's probably better that you not say anything to the rest of the guys until after the game. Okay?

Alright, listen up. The strike is just about history. By tomorrow, you will no longer be Redskins. It's important that you leave here, however, with the knowledge that you have made a difference in your own life, in the owner's life - or what's left of it - and especially the fans'. You have proven to a skeptical America that sports is not about contracts, or agents or shoe deals. Sports is about rising

Alright, listen up : The strike is officially over. They're announcing it on TV right now. So this is it, gentlemen. We have one half left to keep from being totally humiliated. You are better than the present score. You have nothing but your own self - respect riding on this game. It's up to you. Here's your

I need your hands in there for the field goal. I ca n't trust Franklin to hold. He almost dropped the extra point.

McGinty is sitting behind the empty desk as his two main coaches give him a presentation . They are offensive coordinator LEO PILACHOWSKI and defensive coordinator CHRISTOPHER BANES .Both coaches laugh nervously . McGinty does n't say anything .McGinty takes out a piece of paper of his own with a bunch of names on it .McGinty looks up when he senses someone standing in the doorway . It 's REESE EVANS , the veteran Redskin we saw standing on the sidelines with the clean uniform .McGinty nods to Pilachowski . The coach takes a marker and fills in `` Evans '' in the center circle .

Six phone lines with internet access on two : One for defense and one for offense.

Except for a kicker. We definitely need a kicker. A place kicker over a punter.

The thinking being that if we lose the toss, we have to be able to at least kick off.

Okay. Here's the list of every player cut this past season. What we would like to do is.

Bored and ready to retire. I'm just looking for one more hit. One more really good hit.

Hell, I'm rich. I got no complaint with Mister O'Neil. I just want a chance to play one last time.

Shit, I'd rather go out with a broken leg than sitting on the bench.

For when Murray's in. The deaf kid. Hello? He needs to look at you on the snap.

Hell, I'm retiring. I have thirty minutes of football left in my whole career. I'm homicidal!

A bunch of BIKER types are cooking up a vat of speed . These guys are big , and badasslooking . After a beat , one of the Bikers looks up at the door .The other biker shakes his head , no . The one who asked the question walks over to the door and listens for a beat . Nothing . He turns to go back and suddenly the door disintegrates in front of a charging man wearing a `` police '' windbreaker . This is DANIEL BATEMAN , a big , young , psychotic cop , who immediately runs over the poor Biker who was listening at the door , kicking the guy in the head as he goes by . Bateman dives on two more Bikers , and viciously head - butts one of them . He stuffs the other 's head into the meth mixture , pulls him out and clubs him with a big police blackjack , three quick times : Rap ! Rap ! Rap ! The guy goes down like lead . Bateman looks around and spots a big BIKER cowering in a corner . The Biker is terrified . Bateman takes two stops toward the guy when suddenly three more COPS wearing windbreakers run in , out of breath . They look around at the unconscious Bikers .BEEP ! BEEP ! BEEP ! Someone 's BEEPER is going off . The three cops look at theirs . Nothing . The cowering Biker looks at his .Bateman pulls his beeper , studies it and looks puzzled .

A loaf of Wonder Bread is spinning through the air in SLOW MOTION . It comes AT us , twisting and turning . ON CLIFFORD FRANKLIN He 's tall , maybe 22 , and positioned behind the cash register . He 's wearing a Washington Redskins sweatshirt . Clifford 's hands are up as he waits to catch the bread which was tossed by his MANAGER at the back of the store . The loaf hits Clifford 's hands and then bounces out . It lands on the counter in front of a TEN - YEAR - OLD smart - ass KID .Clifford grabs the Kid 's two one - dollar bills , and makes change for the bread .The Kid leaves . The Manager yells from the back of the store as he holds up a portable phone .Clifford collapses .

A pack of Marlboro Reds, a pint of Martel Cognac and a box of Trojans, extra long.

Get out of here. I'm telling your mother you were talking like that.

Hey, Clifford, somebody on the phone wants you to play football next weekend.

Tell'em I got ta work Saturday. And I'm watching the Redskins on Sunday. Ai n't nothing stopping me from watching the Redskins on Sunday.

Oh God, there's Eddie Martel! And Wilson Jones! I love Wilson Jones! Yo, Wilson! Yo, player!

Coach, wait! Can I still like touch my girl friends if I do n't, you know, let go of the ball?

We hear deafening APPLAUSE as we hold on ANDRE and JAMAL WILLIAMS , two huge bodyguards , dressed in identical black suits . Suddenly , the artist formerly known as Prince comes off stage , grabs a towel from an assistant and starts walking with Jamal in front and Andre in the rear . As they walk , a CELL PHONE RINGS . Andre pulls it from his pocket and answers it , quietly . Jamal runs interference with the techies and groupies backstage .As they walk , Andre is still talking on the phone . Finally , they get to the backstage door and stop . The rock star prepares to run the gauntlet of adoring fans behind his trusty bodyguards . But his bodyguards are conversing quietly but urgently with each other . One of the assistants throws open the door . A big mob waits outside . The anointed one turns to his bodyguards to lead the way , but . they 're gone ! The mob surges . The artist formerly known as Prince screams as he 's trampled to death by his fans .

Do n't look at him! He do n't like being looked at, god damn it! No eye contact!

No I'm not. And quit messing with my man here. That includes his ride.

Shane Falco , wearing his patched wetsuit , climbs out of his inflatable dinghy and flops onto the deck of his cabin cruiser . He looks cold and tired .Shane jumps . McGinty is sitting in an old deck chair on the stern of the boat .Shane studies his visitor .He offers Shane an elegant flask . Shane takes it and drinks .McGinty drinks from his flask .There 's a beat as Shane looks away .Shane does n't meet McGinty 's eyes .Shane keeps staring out at the water .McGinty points to the boats in the harbor .

And you look like that coach from the Seventies. From the Redskins. McGinty. Except you look a shitload older.

just glad to be back playing. That's all I've really got to say.

Sometimes I feel like everybody in the world saw that game. Like I could go to India and some little guy would run up to me and say, ` Boy, did you suck in the'92 Sugar Bowl.'

Well, thank you. Look, I got ta study the play book tonight. So. I'll see you.

God damn it! I am the quarterback! I am the only one supposed to talk in the huddle!

If you've got something to say, raise your hand! Is that understood?!

Then you tell me before the huddle starts! Okay, listen up : 68 blue east storm toss. On two.

U brown right, west 19 A lead. That's you, Mickey. Puke on him if you have to.

We ca n't put three plays together without a penalty, a fumble of a fight.

Okay, let's all take a few seconds to think about what we were doing for a living. just last week.

ultimately, it's a pain thing, you know? I mean, it's Darwinian, the survival of the numbest. Whoever can take the pain most, gets the largest contract. It's sick.

Oh, God. I've got to go to the bathroom. It's far away, is n't it?

Okay. Spread left ` A' Right, roll right Half Back Sail. On two.

We got time for one play, but if we do n't get it out of bounds, the game is over.

after that game, after being beaten that badly in front of the whole country, after humiliating myself, my team, my school, my family, I mean - did you know that I set two Sugar Bowl records?! I was sacked eleven times! I threw six interceptions!

Anyway, after that, I could never seem to adjust in the pros. I was too scared. I lost my balls.

You know what I mean. My nerve. I lost the edge you need to play this game.

No. Somehow, I convinced myself that I could n't ever win the big game. I got so down, that I was afraid to be playing when a game was on the line. I was afraid to screw up. That's the sure sign of a loser. From there, it was n't very far to thinking that I'll never win, that I did n't deserve to win at anything. Including love.

You're right, Clifford. And I'm sorry. But now I want to go out there and either beat these bastards or die trying. I never wanted to beat anybody so bad in my life.

Gentlemen, our problem is the Cowboys are n't afraid of us. But they should be!

We've got one chance on offense to make our stand - the first play of the half.

No. But one nasty - ass play might. We just got ta be brave. And trust each other.

Yes. I'll explain later. But thank you for believing in me. You give me strength just looking at you.

Right after this play. So besides me, who really wants the ball?

Blue left slot open ` A' right. Two Jet ` X' drive. On three. Gentlemen, it's been an honor sharing the field of battle.

We 're right off Queens Boulevard on a busy side street where LOU PACIFICO , 30 , is taking book . Lou is short , dark and handsome . He leans against the wall of a liquor store .Lou writes quickly on a small pad . After a beat , another passerby leans in and whispers something to Lou . Lou writes quickly again . > From across the street an old woman sticks her head out of a four - story walk - up . This is LOU 'S MOTHER who speaks with a heavy Italian accent .People in the street are now starting to look up at this old woman screaming `` Foreskins ! '' Louis quickly crosses the street to his apartment house . But at that moment , a soccer ball bounces toward him from where a group of kids are playing in an alley . Out of pure instinct , Lou gives it a mighty boot . We FOLLOW the arc of the ball as it sails DOWN the block . Everyone stops to admire the kick . Still airborne , the ball crosses Queens Boulevard . At that moment , a very old mafioso type is being helped from his limo by several lieutenants . Pow ! The ball hits the old guy right in the back of the head , knocking off his porkpie hat and dropping him to the pavement like a bullet . The lieutenants pull pistols and surround their fallen leader . ON LOU He sees what happens and quickly ducks into his apartment house . ON ONE MAFIA LIEUTENANT He spots Lou before he disappears inside .

I know. I lost a ton a money on that Sugar Bowl disaster of yours. Wow. Did you get your butt kicked or what?

Coach ROLAND LAMONT , a good - looking ex - running back in his late twenties , is coaching a high school player . We can see that Roland is wearing a pretty substantial knee brace . He holds up a football .He pitches the ball out to one kid , who runs right at him , steps on Roland 's foot with his cleats and then cuts around him . Roland screams and falls to the ground .He writhes there a beat until he hears :Roland holds his foot and manages a smile because he seems to know what the phone call means .

Coach Lamont! Phone call! Long distance. Washington, D.C. It's the Washington Redskins!

Actually, less than two minutes. I was a rookie third round pick in' 93. We were playing Atlanta in the home opener. Near the end of the first quarter, they sent me in, I took a screen pass over the middle and got hit by both linebackers. Simultaneously. One a

I've been teaching high school football for five years. It's not a bad life. I'm good at it. There are some days when I actually love it. But for one more shot at this? Shit. I'd give it all up. This time, they're gon na have to take me out in a box.

The stadium appears empty . Suddenly , a football thrown with a perfect spiral comes AT us . REVERSE ANGLE We see the ball sail cleanly through a rubber ring attached to the crossbar on the goalpost . ON SHANE FALCO He 's in shorts and a sweatshirt taking snaps from center Reese Evans .Evans bends over another ball . Shane sets up in the shotgun .

McGinty is sitting with O'Neil on the fifty yard line twenty rows back . Augustine holds O'Neil 's oxygen tank as the old man sits huddled in a coat that 's way too big for him .O'Neil motions to Augustine for more oxygen .He turns the valve up . O'Neil breathes deeply .ON SHANE He drills a perfect spiral through the circle .

A ramp at the rear of the stadium gives vehicle access to the interior . The bottom of this ramp is now a maelstrom of activity . The regular Washington Redskins are in a picket line walking in circles . The players are dressed in everything from fur coats to expensive leather jackets and leather pants . Half of them are on cell phones . We can see some of their cars parked haphazardly nearby : BMWs , Porsches , Mercedes , etc. . Jerome Lindell , the president of the Players ' Association , is being interviewed on camera by a REPORTER .The picketers start shouting and pointing .A bus slowly makes its way towards the ramp and the picketers .

Shane is sitting in the first seat with Reese Evans -LRB- center -RRB- . We MOVE BEHIND them and see , among others , Daniel Bateman -LRB- psychotic cop -RRB- , Clifford Franklin -LRB- ca n't catch a loaf of bread -RRB- , Jamal and Andre Williams -LRB- ex - bodyguards -RRB- , Lou Pacifico -LRB- kicker and bookmaker -RRB- , and Roland Lamont -LRB- ex - high school coach -RRB- . BANG ! EGGS start HITTING the bus WINDOWS . We can hear the regular players chanting :ON CLIFFORD FRANKLIN He 's very excited as he looks out the window at the striking players . Roland Lamont sits next to him .ON WILSON His big face looms right outside the bus window . He looks pissed off and scary . ON LOU PACIFICO He leans across his seat to Shane .Shane shakes his hand .ON JAMAL He 's looking out the window when an eeg splats against it . He turns to his brother Andre :Jamal reaches into his jacket and starts to pull out a nine - millimeter pistol . Andre stops him .

We're the people who take care of the quarterback. We're the guards.

A nondescript van pulls up and a muscled , deadly - looking guy in handcuffs and jail issue clothes gets out . This is bearded safety EARL -LRB- he - ai n't - no - girl -RRB- WILKINSON . A Maryland state trooper unlocks the cuffs . Earl looks . hungry .

The replacements are getting off the bus as the players chant .When Reese Evans -LRB- former Redskin center -RRB- gets off the bus , the players go wild . Reese coolly gives them the international suck my dick sign . Clifford gets off behind him . He waves and smiles at the striking players . They throw rotten fruit at Clifford in return .

SID , an oldtimer equipment man folds towels . Behind him , we can see helmets , pads , etc. . McGinty walks up dragging Shane who is fully dressed in a uniform , including helmet .McGinty points to the intricate face guard on Shane 's helmet . It 's an exaggerated version of a lineman 's cage with so much metal criss - crossing that you can hardly see Shane 's face .McGinty holds up three fingers .

Andre and Jamal are hitting the blocking sled simultaneously . They drive it OUT OF FRAME . ON SHANE He 's now wearing a helmet with a twobar quarterback face guard . He takes a snap and pitches out to running back Roland Lamont . Roland , now wearing a big knee brace , looks sharp as he cuts to the outside . ON PILACHOWSKI The offensive coordinator is standing with McGinty who is concentrating on the scrimmage . Suddenly , Pilachowski spots someone . His mouth drops open . ON MICKEY LEE He 's a fourhundred - fifty - pound ex - Sumo wrestler crammed into a Redskin uniform . Fat rolls are visible everywhere .Lee walks up . McGinty bows and says something in Japanese . Lee bows and answers back in Japanese . Then they shake hands .Lee puts on his helmet , pulls his ponytail out the back and rumbles away . Pilachowski is looking at McGinty like he 's crazy .Defensive coordinator Christopher Banes comes running up in a lather .He looks across the field at a big , good - looking kid named BRIAN MURRAY who is in the middle of a pass rushing drill . Murray looks really fast , especially for his size .McGinty thinks this is funny as shit . ON SHANE He 's just done a fivestop drop on a pass play . He 's looking down field when he sees something scary .He throws the ball away and then is nailed and taken down on his back by Bateman -LRB- psychotic cop -RRB- . Shane groans and lies there with Bateman on top of him .McGinty pulls Bateman up .Danny runs off .McGinty helps Shane up .PRACTICE MONTAGE A -RRB- BATEMAN is lined up at middle linebacker . When the play starts , he runs headlong into four blockers and takes them all down with him . B -RRB- WIDE RECEIVER CLIFFORD FRANKLIN beats his man , and turns as Shane , rolling out to his left , puts the ball right on his numbers . Franklin drops it . C -RRB- ANDRE AND JAMAL On the snap , they pull to lead a sweep . Unfortu - nately , each thinks the play is to their side . They forearm each other and then get into a fight . D -RRB- LOU PACIFICO boots one from thirty - five yards through the uprights . He smiles , takes out a Marlboro Light and a Bic and fires up . E -RRB- CLIFFORD FRANKLIN pulls up , does a button hook and Shane puts the ball in his hands . Franklin drops it . F -RRB- LEE the Sumo guy , hits the blocking sled and turns it over . G -RRB- BATEMAN is down on the ground viciously punching another player as two assistants try to pull him off . H -RRB- FRANKLIN is in a crossing pattern in the end zone . Shane puts the ball right in front of him . Unfortunately , it hits him in the hands .

says. You're a scrambler. Like you were in college. So, we're gon na roll out. A lot. Get used to setting up on the run. You'll live a lot longer.

Suppose like, you do n't feel good. Or you're hurt or something like that. Then what?

You'll score, too, with a Cadillac from Coleman Cadillac. It's a big car for a big man.

You'll score, too, with a Cadillac from Coleman's Cadillac. It's a big car for a big man.

You'll score, too, with a Cadillac from Coleman Cadillac. It's a big car, for a big man.

What?! I'm not doing it again! Who are you, Orson Welles?! This is nuts!

Shane is sucking down water from the portable water cart when head cheerleader Annabelle Farrell walks up . She 's dressed in tight workout clothes .Shane is really not sure .Shane nods . She walks away . We watch her world - class ass move across the gridiron . ON McGINTY AND CLIFFORD FRANKLIN McGinty is holding a ball and talking to his wide receiver .He shoves the football in Clifford 's hands .McGinty starts to walk away .McGinty thinks about that .

I've been watching you. You look good. You look strong. Good quick release. Smart. You read defenses quickly. You're gon na do great.

says. Pow! You could hear it in the cheap seats. But you completed the pass. That's what counts.

If there's anything you need, let me know. And I mean anything, okay? You understand?

My theory is he came out of retirement to see if he could win with losers.

Like after that Sugar Bowl game? I guess you could survive anything after that.

My dad. He's a huge Redskin fan. For years. He's in his twenty - ninth year at the Senate Office Building. As a guard, not a senator. The only thing that keeps him going he says, is me and the Redskins. That's where I get it. My fan - ness.

It's okay. Anybody would be. But you're good. And you'll do good.

It's from the theater. For opening night. You say the worst thing that can happen. And it wo n't. Break a leg.

You took a hell of a beating. The martinis did n't help, either.

Do n't be afraid if you've got blood in your urine. That's normal.

I do n't know. I guess I ca n't resist a man who can take a hit.

Hey, a lot of the regular players are starting to cross the picket line.

You're basic double D Vicodin. But be careful : It's habit - forming. The best stuff always is.

We do n't travel with the team. So, here's Tylenol with codeine, regular Vicodins, the magic bullet one that I gave you before, and a couple of Darvons if you actually break something. Pop'em in the ambulance.

I'll be watching on TV. The Giants got back three of their four defensive linemen.

You're getting used to being slapped around. That's a good sign.

Most of the world feels that way. You do n't have to be embarrassed about it.

I do n't believe that. I do n't think it just goes away. It was only one bad day, Shane. Everybody has those.

Andre and Jamal are just about dressed . Andre helps Jamal on with his jacket . Jamal then helps Andre on with his . ON SHANE He 's stripped down sitting on a bench . Reporters are trying to interview him . Microphones are in his face and video cameras jockey for position .ON MICKEY LEE AND ROLAND LAMONT Mickey is watching Roland unbuckle his big complicated knee brace . -LRB- NOTE : There should be something slightly medieval about this brace . -RRB-Roland takes out a wrench and starts unscrewing a bolt on his brace .ON EARL WILKINSON -LRB- CRIMINAL -RRB- He 's standing naked in front of his locker staring with anticipation at a garment bag . Slowly , he unzips the bag revealing a beautiful new suit . He touches the lapels reverently . ON CLIFFORD FRANKLIN He 's sitting in front of a locker , holding his football , with a shit - assed - eating grin . Someone walks by .He drops his ball and quickly picks it up again . He looks around to make sure Coach did n't see him .

The regular Redskins are out in force , holding signs as they lean on their Beamers and Porsches . Shane pulls up in a battered '89 Honda . When he gets out , he 's immediately surrounded by six striking regulars , led by quarterback Eddie Martel and defensive end Wilson Jones .Shane looks but it 's obvious he 's parked legally .Wilson motions to another big guy . The two of them proceed to roll the Honda over on its roof . It lands with a crunch .Everybody turns to see Andre and Jamal walking towards them .All the regulars laugh at this .Jamal points to a gorgeous midnight blue Porsche .Before Wilson can even answer , Jamal pulls his NINE MILLIMETER . BOOM ! BOOM ! No more Porsche windshield . All the regular Redskins dive for cover .Jamal raises his GUN again . POW ! No Porsche driver 's side window .He turns to his cowering teammates .The guys quickly pick up the Honda and put it right side up .Jamal spins the nine and holsters it . Andre and Jamal get on either side of Shane . They look at each other and then quickly switch sides .Shane smiles at his guards , smiles at the still - shocked Redskins , and they move out .

Shane , dressed in pads and pants , opens the door and walks in . During the opening and closing of the door we hear :Shane stands in front of the urinal and goes through the painstaking process of locating his dick . First he wrestles open his football pants and then has to deal with the cup , etc. . Next to him , at another urinal , is WALTER COCHRAN , a big , serious bornagain tackle . As he pisses , Walter has his Bible propped open behind the flush handle so he wo n't miss a minute of scripture .Shane nods . Walter pees for a beat .By now Shane is pissing too .Walter takes his hand off his whizzing member and holds it out to Shane . Shane looks at Walter 's hand for a long time , but finally , he removes his own guiding hand and clasps Walter 's hand tentatively . REVERSE ANGLE They continue pissing as they hold hands .

so if anyone does have any firearms, we need to turn those in as soon as possible, no questions asked.

Praise the Lord for giving us a way to eliminate, Shane. Why not talk to Him in the midst of performing his gift?

Heavenly Father, thank you for allowing us to pee the poisons from our systems. Please help us in today's practice to be strong and.

A barbecue is in progress for the new Washington Redskins at the beautiful home of Coach McGinty . The huge back yard features a pool and a catered buffet/barbecue . Andre and Jamal are loading down their plates . Mickey Lee is gnawing on a two - foot slab of ribs . Lou Pacifico has a little three card monty going at a picnic table . Coach McGinty is holding up a beautiful baby girl to the admiring players . He kisses the baby and then hands the child to his gorgeous young wife . Augustine is pushing Mister O'Neil in a wheelchair . They pass the outside bar and O'Neil suddenly lunges for a bottle of tequila . Augustine has to rip it out of his hands . Coach Banes and Earl Wilkinson -LRB- criminal -RRB- are talking to a distinguished - looking big man in his fifties . This is a D.C. CIRCUIT COURT JUDGE .Wilkinson is smiling but he looks dangerous .There 's an evil glint in Wilkinson 's eye .

Your Honor, or Judge is fine. I played at Harvard. But I played in the days when you went both ways. Offense and defense. When players were really tough.

And where did you play college ball. I'm sorry, what was your name again?

Smith. Ray Smith. I played at a junior college nobody ever heard of. What position did you play on defense, Judge?

It was a different game in those days. Raw. Powerful. No tricks, like today.

You know, maybe you can show me some of your technique, Your Honor. Maybe you can show me some of that toughness.

Shane is standing alone in a large hallway looking at an enormous trophy case stuffed with the spoils of football .Shane turns and sees her . She 's as fetching as ever .Shane has to actually smile at this .Annabelle laughs .Shane is totally taken off guard by this woman .Shane waves uncertainly and walks away .

The Judge -LRB- now with his jacket off -RRB- and Wilkinson are lined up across from each other in a three - point stance in something called a man maker drill . The entire team forms two lanes on either side of them , as they face off . The idea is to knock the other guy down and get by him .Someone says hut ! And Wilkinson slams into the Republican 16th Circuit Court Judge and knocks him head over heels . The Judge lands on his back , wham ! He 's out cold . Wilkinson slaps hands with Andre and Jamal .

It 's another beautiful fall afternoon and cars are entering the stadium parking lot . At one of the entrances , the striking Redskins are picketing . Jerome Lindell -LRB- NFL Players President -RRB- is still marching with them . A little boy stops one of the Redskins and asks for an autograph on a program . The player gives it to him and the kid walks away . Lindell runs after the kid , grabs the program and rips off the page the player signed .The kid retreats quickly . Lindell rips up the page .

It 's very quiet . Shane sits in pads and no jersey , methodically squeezing a football . Reese Evans , his center , stops by .Shane nods and gives a nauseous - looking smile .Shane nods that he understands but he goes back to staring at a wall . Andre and Jamal sit facing each other . Andre throws a vicious forearm at Jamal 's head but Jamal catches it . They both nod in approval . Lou Pacifico smokes and stares . Bateman is leaning against a wall , fully dressed , helmet on . He 's staring into space and smiling to himself . He looks terrifying . Earl Wilkinson -LRB- the criminal -RRB- is polishing a beautiful pair of new alligator shoes . Clifford Franklin looks at himself in the mirror as he ceremoniously puts on his helmet . Walter Cochran is reading his Bible in front of his locker , which features a picture of Jesus and a cross . Mickey Lee -LRB- ex - sumo -RRB- is sitting in front of a bowl of hard boiled eggs . He 's methodically popping them into his mouth . He eats four as we watch . Coach Pilachowski comes up to Lee and watches him eat .Like a hole in the head he needs the bulk . Coach McGinty comes strolling through the locker room , the picture of calm . He walks by defensive end/tight end Brian Murray and signs to him to have a good game . Murray signs back , `` Thanks , Coach . '' Cochran spots McGinty and puts down his Bible .McGinty turns and bums an egg from Mickey and walks to the middle of the locker room . He eats the egg as he turns slowly and takes in his players .He walks away . The players get up and start moving .

He's huge! He's been beating the crap out of me all day! I feel like a rag doll out here.

We 're FOCUSED ON an enormous , plastic blow - up Washington Redskin helmet that bobs on the ground in front of the exit to the field . The idea is , the players will run into and then out of the helmet as they are introduced . Annabelle and her fellow twenty cheerleaders are lined up on either side of the bobbing helmet , waiting for the players . ON MADDEN AND SUMMERALL They are in their booth , vamping ON CAMERA .

Shane is looking out at the field through the blow - up helmet . He looks scared . Suddenly , a CANNON goes off with a stomach - resounding BOOM ! Shane jumps .IN STANDS A sparse crowd is in attendance , mostly diehard fans like Todd , Rod and Bob , who are decked out in burgundy and gold . They look drunk already as they cheer like mad .

Bateman is first in line . He looks like a racehorse on cocaine .Bateman takes off at a dead run out of the tunnel and into the helmet . ON HIS FOOT It hits a wire stretched across the ground inside the helmet . ON BATEMAN He trips big - time into the side of the helmet . He bounces -LRB- it 's inflated , remember ? -RRB- to the other side , bounces again and is shot out of the front of it like a cannon ball . ON CHEERLEADERS Bateman bounces out of the helmet and takes out the first six cheerleaders . Girls fly left and right . One girl is knocked out of her shoes . ON MADDEN AND SUMMERALL Madden covers his face . Summerall looks pained .IN STANDS Even the hardcore Todd , Rob and Bob can hardly look at the carnage . OUTSIDE STANDS A contingent of strike players like Eddie Martel and Wilson Jones huddle in the parking lot . They are laughing their asses off as they watch on a personal TV . ON FIELD Cheerleaders are down and screaming in pain . Annabelle is running from girl to girl , doing triage . ON BATEMAN He 's sheepishly standing to one side as trainers come out to assist .

Jamal and Shane are examining the trip wire . Obviously , they were sabotaged .The rest of the team walks unceremoniously out of the helmet and onto the field .

BOOM ! The Patriot kicker puts one in the end zone for a touchback . The ball is placed on the twenty as Shane and the offense walk out onto the field . Shane walks slowly toward the huddle that 's forming . IN HUDDLE Andre and Mickey Lee are arguing .ON SHANE As he walks , we hear McGinty 's voice in Shane 's helmet . Yes , they do it by one - way helmet radio so the filtered voice you hear is McGinty , speaking into his headset mike .Shane walks into the huddle and chaos .Andre and Lee ignore Shane and start pushing each other .Now Jamal gets involved as Shane tries to get between them .ON REF He 's watching the play clock and when it gets to zero he pulls his penalty flag and throws it .IN HUDDLE Lee suddenly punches Andre through his face guard . Andre knocks into Shane and spins him around . Jamal then goes to punch Lee , he misses and nails Shane in the back of the helmet . Shane goes down hard . ON MADDEN AND SUMMERALL They look confused .ON FIELD Trainers race out to Shane , who is lying face up with the huddle standing over him .Shane sits up . Suddenly , he remembers what happened .Shane gets to his feet .Everybody leans in .Lee raises his hand . Shane grits his teeth and nods .Jamal raises his hand .We do hear a WHISTLE . A penalty flag flies by .Shane throws ups his hands . ON McGINTY He 's talking into his mike .ON MADDEN AND SUMMERALLON O'NEIL He 's in bed sucking oxygen watching the game . Augustine sits with him .ON REDSKIN HUDDLE It breaks this time and everyone runs to the line of scrimmage .On the snap , Shane turns to head off to Lamont but instead runs right into Jamal who knocks him down . Shane looks up at Jamal .IN HUDDLE Shane leans in .They break and Shane lines up over his center .On the snap , Shane hands to Lamont who sweeps left , cuts inside and picks up eight yards . Shane is ecstatic .And then a penalty flag flies by .Shane looks at Jamal who is trying desperately to hide his number . Shane leans in with the next play . Cochran , playing right tackle , ca n't resist .They break and come to the line of scrimmage .Shane does a play action fake to Lamont and then turns downfield . Wham ! He 's buried by three defenders . The ball squirts loose and the Patriots recover . ON PILACHOWSKI He 's livid on the sidelines . As his offensive line comes off he rants at them . Shane hobbles off past : The defense rushing onto the field led by Bateman .ON PATRIOTS They break their huddle and come to the line of scrimmage . Bateman is snorting fire . Earl Wilkinson -LRB- with SMITH on the back of his jersey -RRB- patrols the secondary and calls out the formation .The PATRIOT QUARTERBACK sets up over center .Bam ! Bateman runs offside and flattens the quarterback . Penalty flags fly everywhere . ON SIDELINE Defensive Coordinator Banes rolls his eyes . The Ref moves the ball five yards and gives the offside sign . ON PATRIOTS They come out of the huddle again .Pow ! Bateman dives offside again and forearms the Quarterback , knocking him on his back . Flags fly again . One Patriot lineman makes the mistake of pushing Bateman . Bateman literally jumps on his head . More flags fly . ON SIDELINE Banes is screaming something unintelligible at Bateman . ON BALL It 's marched downfield by the Ref , this time fifteen yards . OVER this we hear :Here come the Patriots again . FIRST HALF MONTAGE A -RRB- SHANE rolls to his right but the blitz is on and he reverses and rolls left . He 's finally cornered and has to dump the ball off . The pass is incomplete and he 's knocked on his ass . B -RRB- SHANE fakes to Lamont and rolls again . He fires a bullet to Franklin on a down and out . Clifford actually catches the ball , then bobbles it and in trying to get possession again , hands the ball to the defender . The defender ca n't believe it for a beat and then he streaks down the sideline and scores . C -RRB- McGINTY just shakes his head . D -RRB- TODD , ROB AND BOB scream in pain . Rod pours his own beer over his own head . E -RRB- O'NEIL looks disgusted as he watches with Augustine . F -RRB- BATEMAN grabs the opposing running backs ' face mask and spins him around and around . Flags fly everywhere . G -RRB- SHANE is on the run again looking for a receiver . He finally throws the ball . right into the hands of the opposing safety . Shane dives for the guy and misses . The safety scores . H -RRB- ANNABELLE is trying desperately to get the crowd into the game by jumping up and down and waving her pom poms . Five guys right in front of her get up from their seats , take all their stuff and leave .

Unsportsmanlike conduct, number 72, number 81 and number 87 on the offense, fifteen yards.

. times three. that's forty - five yards. Illegal use of hands, number 48 on the offense, fifteen yards. That makes it sixty yards. Unnecessary roughness number 65 and number 32, fifteen yards. that's, wait. forty - five. no, thirty.

I do n't know what yawl are doin' tomorrow, but my ass is goin' back to jail. But if I got ta go, I want to go back a winner.

shows the Patriots up 17 to 0 . ON SHANE He 's rolling in the back field again looking for a receiver . SHANE 'S POV Nothing but meat coming at him . BACK TO SCENE Shane panics and tosses the ball out of bounds . Shane looks at McGinty on the sidelines . We hear McGinty 's voice .Shane puts his head down like he knows it .IN HUDDLE Everyone is dirty , sweating bullets and breathing very hard . Shane leans into the huddle . Lee is raising his hand .And with that he promptly vomits sixteen eggs .Everyone is reacting . Some players gag .ON HUDDLE Eleven bentover guys move in unison with tiny steps to their left . ON PATRIOTS ' LINEBACKER The guy watches the huddle moving .ON MADDEN AND SUMMERALL Summerall has his binoculars on the moving huddle .Pat just hands John the binoculars . IN HUDDLE Shane calls the play as they continue to move as one .ON HUDDLE The huddle stops and they break for the line of scrimmage . ON LEE He lines up face to face with the Patriots ' defensive end . Lee breathes in the guy 's face and the Patriot gags .Lee runs right over the guy . He 's quickly followed by Lamont with the ball . Lamont runs for eighteen yards and a first down . ON PATRIOT DEFENSIVE END He 's waving for a substitute as he weaves off the field .ON PACIFICO He flicks his smoke away as he runs out onto the field .

A guy sitting at the bar turns his head quickly to the televised game when he hears Pacifico 's name . This is the same mafioso type who saw Lou kick the ball that knocked the godfather 's hat off . Remember ?

He crouches down and waits for the snap from Evans . Pacifico lines himself up .It 's a perfect snap . Shane spots it , Pacifico belts it . And it goes through for three . ON TODD , ROD AND BOB They begin immediately singing `` Hail to the Redskins , '' a march always sung after a score . They and the sparse crowd in the stadium know and sing every word . ON PACIFICO He gets high fives all around . Then Bateman runs up and in his ecstasy , slaps Pacifico in the head . Pacifico goes down , knocked out cold . ON CHEERLEADERS Led by Annabelle , the girls are doing a stirring finale to `` Hail to the Redskins . ''

Everyone is lying on the floor . Shane has ice bags on his head , shoulder , elbow and both knees . Pacifico is getting smelling salts from a trainer as Bateman hovers nearby waiting to apologize . Mickey Lee is chewing ice . Cochran is reading his Bible . McGinty walks in and bends down to Shane .Shane smiles through his pain .

The Patriots have the ball . Their Quarterback drops back for a pass and throws it . ON WILKINSON Earl is covering the intended receiver . He deftly steps in front of the guy , and makes a diving catch . ON MADDEN AND SUMMERALLMadden starts shuffling through pages .He finds the paper he 's looking for .

Shane is walking toward the huddle . In his ear , he hears :Shane stops short of the huddle . Everyone is looking at him . There is a beat and then Shane steps in .Shane looks around the huddle . Everybody looks pained and/or depressed .They break the huddle and Shane sets up over Evans . He glances over at Brian Murray . Murray is lined up in a three point stance at tight end . But his head is turned and he 's looking directly at Shane .Shane nods on the snap . The front five , in the persons of Andre , Jamal , Reese , Mickey Lee and Cochran , hit out and simultaneously knock their men on their backs . Shane , with plenty of time , hits Murray over the middle for twelve yards . Shane looks over at the sidelines . McGinty is smiling . MONTAGE A -RRB- SHANE is under pressure but he rolls smoothly and rockets the ball downfield . Murray pulls it in for fifteen yards . B -RRB- SHANE rolls left off the shotgun , fights off a cornerback and throws back across field , complete to Lamont coming out of the backfield . C -RRB- PATRIOT is calling for a fair catch on a punt . He catches the ball but Bateman flies INTO FRAME and decks him . Flags fly . D -RRB- ANDRE AND JAMAL are blocking side by side , pushing their men back as Lamont squeezes through with the ball . E -RRB- EVANS is pass blocking like the all pro that he is . He knocks his man flat and then doubles up on Cochran 's man . F -RRB- BATEMAN is pursuing a running back . He knocks down an official and runs right over him . Then he gets his hands on the running back and pushes him out of bounds and then knocks over a photographer . G -RRB- SHANE pumps once and then drills a twenty yard spiral . Clifford Franklin beats his man and dives for the ball . He bobbles it , and then squeezes it to his stomach as he hits the ground .

Madden uses his pen on the screen to try to explain a play . There are already lines everywhere .ON PACIFICO Boom ! He boots the extra point . Scoreboard : Patriots 17 , Redskins 10 .

his face here. He's as surprised as anybody! Falco then ran it back to just about the original line of scrimmage, executed the same play - an end around to Murray - and the Skins score. Welcome to Strike Football!

We 're on the clock which shows one minute ten seconds left in the fourth quarter . ON HUDDLE It breaks and comes to the line of scrimmage . Shane drops into the shotgun .Shane rolls left but there 's a blitz ! The cornerback is almost on him when Shane shifts and rolls the other way . ON FRANKLIN He 's wide open five yards from the goal line . ON SHANE They 're breathing down his back . SHANE 'S POV He sees Franklin and cocks his arm . Suddenly , opposing jerseys are everywhere . Shane dumps the ball . He 's immediately decked by a defensive end . ON BALL We watch the flight of it in SLOW MOTION . We FOLLOW it right INTO the hands of . a New England Patriot defensive back . ON SHANE He 's down and not moving . ON TODD , ROD AND BOB They scream in despair . ON ANNABELLE She falls to her knees in pain .ON SHANE He 's helped off the field and onto the bench . ON McGINTY He grabs Bateman before he can run out onto the field .He runs out onto the field . ON PATRIOTS They line up .The quarterback hands off to the running back right up the middle in a typical `` run out the clock '' play . BAM ! Bateman comes out of nowhere , decks the runner and literally rips the ball out of his hands as he goes down . ON CROWD They go wild ! ON ANNABELLE She does a cartwheel . ON McGINTY He 's leaning over a groggy Shane on the bench .McGinty grabs some smelling salts from a hovering trainer . He shoves them under Shane 's nose . Shane is suddenly very awake .Shane stares at him . Then he stands up , wobbles and puts on his helmet . ON HUDDLE They 're all turned and watching as Shane makes his way slowly out onto the field . Annabelle watches him closely .ON HUDDLE It breaks and Shane stands over Evans and looks out at the defense . Nasty - looking linebackers and cornerbacks stare at him .His voice cracks and several defensive players openly laugh at him . Shane gets an idea .ON ANDRE He 's down in a three - point stance facing a defender . He whispers to Reese :ON LAMONT He shifts position in the backfield .Lamont shifts again . Clifford goes in motion from his flanker position but then changes his mind and goes back the other way . Lamont and Clifford then bump into each other . ON PATRIOT DEFENSE They are totally confused now as they try to adjust to the equally confused Redskins . ON McGINTY He looks extremely pissed . ON SHANEHe turns to hand the ball off to Lamont but Lamont is not there . Shane turns the other way and sees Lamont just standing there looking at him . Shane runs over to him and hands him the ball . Meanwhile , the Patriot defense is going the other direction . Lamont takes off . One cornerback is not taken in . The guy dives for Lamont 's legs . We hear a CLANK as the cornerback 's HELMET hits Lamont 's industrial KNEE BRACE . The guy bounces off and Lamont trots into the end zone .Shane , meanwhile , is looking at McGinty on the sidelines .Shane nods vigorously .Shane looks down .Shane nods . ON O'NEIL He looks ten years younger as he and Augustine watch .ON PACIFICO He sets up for the kick . ON SHANE He waits for the snap . ON BRIAN MURRAY He sets up at his flanker position .Shane catches the snap and pitches the ball out to Murray from his holding position .The Patriot right defensive end breaks through and reaches for Murray . The only person in his way is Shane , still kneeling in the holding position . Shane screams as the huge lineman trips over him and then falls on him . Murray sweeps around the right side and scores untouched . Redskins win . Everybody goes nuts . ON O'NEIL He pounds on Augustine . ON TODD , ROD AND BOB They pound on each other . Hail to the Redskins is deafening . ON McGINTY He just smiles . ON SHANE He 's still under the defensive end . Reese Evans pulls the guy off and bends down to Shane .Shane manages a painful smile .

It 's packed with players , friends and assorted groupies . Pacifico is smoking and talking non - stop to a group who hang on his every word . Andre is already passed out at a booth . Jamal supports one side of Andre so he does n't fall over . Murray is signing to several fans who sign back . Clifford Franklin signs autographs . Earl Wilkinson , dressed to the nines , is dancing close and slow with a gorgeous woman . Shane is at the bar and he 's not in good shape . He 's got cuts and bruises visible and every time he moves he grimaces . The martinis are starting to help , however . He 's talking to a stunning WOMAN IN RED .He finishes his martini and throws the olive over his shoulder .She signals to the bartender .Shane gets his new drink , takes a sip and visibly slumps at the bar .Shane looks at her closely .CUT TO : :

I do n't know how you do it. I hate pain. Pain is a no no as far as I'm concerned.

Hey, are you alright? I'll take you up to your room, if you like.

Shane weaves down the hallway with the Woman In Red . They stop at a door .Shane fumbles for a key . Another stunning - looking woman suddenly appears from down the hall . This is the WOMAN IN BLUE .She checks the hallway , takes the key from Shane and sticks it in the lock .Suddenly , Annabelle Farrell appears in the hallway .Crack ! Annabelle punches her in the nose with a straight right hand . The girl bounces off the wall .Both girls take off .Annabelle opens the door .

Annabelle is pulling the bed down as Shane falls into a chair .Shane looks embarrassed .She turns and sees that he 's already passed out . She looks at him not unkindly . Then she unbuckles his belt and starts pulling his pants off .

as he opens his eyes . He rolls over and screams in pain . ON ANNABELLE She 's wearing nothing but a Redskins ' T - shirt . She quickly bends over him .Shane takes it and swigs a glass of water .She helps him get out of bed . When he stands , he screams again .She walks him to the bathroom like an old man . He shuffles in and closes the door .He appears again at the door .He leans on her as she walks him back . He gets into bed with a moan .She nods .Annabelle takes her time answering .Annabelle cradles his head .

Annabelle walks up to Shane 's door with a stack of newspapers . She enters .

The bathroom door is closed . Annabelle talks to him anyway .She reads a headline .Shane comes out of the bathroom dressed and ready to go . He 's still moving slowly and in great pain .Shane tries to put on his coat , but he 's so sore he ca n't . Annabelle helps him .There 's another awkward silence .

Clifford , still carrying his football , comes out of his apartment in a third floor walk - up . He 's wearing his Redskins jacket . As he turns around from locking his door , he stops dead in his tracks . All of Clifford 's neighbors , all the way down both halls , are standing in front of their doors . They all start applauding . Clifford smiles from ear to ear . MONTAGE A -RRB- ANDRE AND JAMAL are trying to hail a cab on Wisconsin Avenue . Suddenly , one cab , then two , then four SLAM on their BRAKES . Cabbies hop out to open their doors for the brothers . B -RRB- ROLAND LAMONT walks down G Street with Brian Murray . Brian spots something in a store window and stops Roland . Roland gasps as he sees himself duplicated on ten TV screens in an appliance store . He 's on tape being interviewed at a Redskins ' practice . C -RRB- EARL WILKINSON dressed in casual chic , is moving quickly through Lord and Taylor 's Department Store with two sales clerks in tow . He stops , grabs four cashmere sweaters , smells them , hands them to one clerk and moves on . D -RRB- LOU PACIFICO is standing in front of the White House . He has a line of ten people who are paying five bucks for an autographed picture of himself that he hands out from a huge stack .

The Scabskins are all being served dinner in a private room . Mickey Lee is served a steak the size of a briefcase . Andre and Jamal get lobsters big enough to be pets . Ed O'Neil is being fed pureed asparagus by Augustine . When Augustine drops the napkin and bends over , O'Neil whispers urgently to Cochran who is enjoying a steak :McGinty taps his glass at the head of the table and stands .There is dead silence in the room . Everybody thinks it 's over .There 's a beat and then everyone breaks into cheers . Suddenly , the door flies open and a REPORTER and a cameraman step in and start filming . The Reporter shoves a microphone at McGinty .Out in the restaurant , patrons see the players and a few break into `` Hail to the Redskins . '' Suddenly , the whole restaurant starts singing . Shane looks embarrassed . Pacifico stands up on his seat , and conducts the singing . Andre and Jamal hold their lobsters in the air and make them dance to the song .

Apparently, says. they have been struck with the realization that it is a blessing to be playing professional football.

We 're ON a TELEVISION showing Pacifico conducting and the entire restaurant singing . Eddie Martel -LRB- Redskin quarterback -RRB- is watching the scene at home on the late local news .Martel looks very angry .

. The Palm patrons showed an impromptu appreciation tonight for the new Washington Redskins. They may be unknowns and far from superstars, but it sure looks like they have charmed the fans.

Shane answers his door . Annabelle is standing there .She gives him a bottle of pills .Shane smiles at her . She suddenly grabs him and they kiss big - time . Then she breaks and walks quickly away . Shane does n't know what to make of this .

We 're DOWN ON the field in the middle of a play . Shane is running away from three New York Giant defensive linemen . Shane is not even looking for a receiver . He 's looking to save his life . Finally , he 's caught by a six - foot - five , two hundred and seventy pound defensive end named HANK MORRIS , who throws him down and lands on top of him . Oooof !

Jerome Lindell is once again outside the stadium , picketing with a smaller group of players . He does his interview on camera , standing in front of a huge semi - truck . And a big , overweight truck driver stands next to him .The truck driver suddenly pumps his arm and a CACOPHONY OF TRUCK AIR HORNS GO OFF . It 's deafening but Lindell smiles through it all .

Shane is rolling out with Morris on his heels again . He ca n't find anyone open and runs out of bounds . IN HUDDLE Everybody is breathing hard , beat - up and exhausted . Shane leans in .They break . Shane sets up in the shotgun .On the snap , Lee and Cochran double - team Morris . Morris slaps Cochran away like , well , a rag doll , and then confronts the Sumo master . He bumps stomachs with Lee . Lee flies through the air and lands on his ass . ON SHANE He spots his receiver , he cocks his arm and wham ! Morris decks him . And , of course , lands on him . Oooof !In order to get up , Morris puts one huge hand on Shane 's helmet and pushes himself up . Shane moans as his face guard digs a four - inch hole in the turf . ON McGINTY He 's talking into his mike .Shane gets up . He 's got a huge piece of turf stuck in his face guard so that for a beat , we ca n't even see him . Then he pulls out the dirt and grass , and we see Shane really pissed off for the first time .Everyone gathers around .They break the huddle . Shane goes into a shotgun .Shane does a three - step drop from the shotgun . Cochran and Lee hit out on either side of Morris , giving him a clear shot at Shane . Morris comes hard and fast . Shane looks downfield , winds up , turns and fires the ball at Morris 's head . The ball goes like a bullet for five feet and then sticks like a dart in Morris 's face guard . For a moment , Morris is blinded . And Shane is dumbfounded . Then Morris starts to wrestle the ball out of his mask .Andre and Jamal grab onto Morris who starts stumbling down field with the ball still stuck in his helmet .But Morris wo n't go down . He 's still trying to pry the ball loose as he throws off Jamal . Then he shakes off Andre . ON BRIAN MURRAY He 's in SLOW MOTION in midair , diving towards Morris . MURRAY 'S POV It 's absolutely QUIET -LRB- he 's deaf , remember ? -RRB- as he soars towards Morris 's head , helmet and ball . Wham ! Murray 's full body weight hits Morris in the helmet , which flies off and rolls across the field with the ball still stuck in it . OUT OF THE SILENCE , we suddenly hear the hit and the crowd roar . Morris goes down like a building with Murray buried in his throat . ON ROOM -LRB- D.C. -RRB- Todd , Rod and Bob are destroying Todd 's den in reaction to the hit . ON ANOTHER LIVING ROOM Annabelle is screaming `` Whoa ! '' to that hit . ON O'NEIL AND AUGUSTINE They 're watching ON TV .ON BALL AND HELMET It 's in the very chubby hands of Mickey Lee , who is rumbling downfield with the fumble/helmet recovery . New York players have been slow to pick this up because they , too , have been admiring the lick that Murray put on Morris . Suddenly , the whole team is chasing Lee . They catch him pretty easily at the twenty , but Lee represents a lot of weight . Lee staggers across the ten , shaking players off left and right . One defensive halfback sacrifices himself and throws himself at Lee 's feet . Lee trips over the guy , gains his footing again , walks on the guy -LRB- who screams in agony -RRB- and falls into the end zone carrying three players with him . ON MADDEN AND SUMMERALL John is beside himself .ON LEE He gets up in jubilation , spikes the ball/helmet combination , and runs through the back of the end zone . But he does n't stop . He 's aiming for a low wall that separates the first row of fans from the field . ON FOUR FANS They see Mickey rumbling at them and they all get the picture at the same time . They scream ! ON MICKEY He launches himself into the stands in ecstasy . ON FOUR FANS Crunch ! Lee lands on all four of them . ON FOOTBALL It 's hiked into Shane 's hands and Pacifico boots the extra point . ON SCOREBOARD `` Giants 10 - Redskins 10 TIME REMAINING : 58 seconds . '' ON SIDELINE Murray and Lee are getting congratulations from everyone .Murray nods that he understands .Jamal and Andre are hugging Lee . In the b.g. , we can see paramedics lifting one of Lee 's four fans onto a stretcher .McGinty walks into the middle of it .

We 're CLOSE ON Bateman as he lines up for the kick - off . Everybody in the stadium knows that an on - side kick is coming . Bateman is standing in the hot spot for recovering the ball . Shane and everyone with decent hands is on the field . Pacifico lines it up and boots it ten yards . The ball takes a crazy hop , hits a Giant , and ricochets off him . Bateman runs over two guys and grabs the ball on the bounce . He 's got it . But Bateman does n't go down . He turns and starts running across the field . Shane runs after him .But Bateman likes this new job : kick - off returner ! Especially after he runs over a Giant and stiff - arms another . Bateman is finally trapped on the far sideline after gaining perhaps eight yards . So , he turns and starts running back the other way . Shane has been chasing him and now sees Bateman running back at him . Shane has no choice but to throw himself in front of Bateman 's legs . Bateman goes down . Shane jumps up :Bateman looks up at Shane .ON CLOCK Bateman has burned up most of the clock . Eighteen seconds remain . ON SIDELINE McGinty , Shane and Pacifico confer .McGinty looks at Shane and they both shrug .ON SUMMERALL AND MADDEN Madden ca n't believe it .ON SHANE He 's set up to receive the snap . Pacifico lines himself up the way soccer - style kickers do . Then he takes a drag on his smoke , and flicks it away .Shane looks at Pacifico and his clean uniform . Then Shane looks at his own uniform which is covered with blood , dirt , and grass stains . Pacifico looks clean .Pacifico is really touched .Shane turns to Evans who smiles at him between his own legs .The snap is perfect . Pacifico boots the shit out of it . ON BALL End over end , yard after yard , it flies straight and true .The ball hits the crossbar and goes over .Everybody goes crazy . Players are pounding on Pacifico . But Pacifico is desperately looking around for someone . He spots him : It 's Bateman running flat - out across the field to congratulate him . Pacifico runs for his life .

Shane knocks . After a beat , the door opens and Annabelle is standing there rubbing her eyes . She 's wearing a cut - off Redskin jersey .Nothing comes out .Annabelle takes that in and thinks about it .She takes his hand and leads him inside .

Annabelle is giving Shane a slow , sensuous , full - body massage . It 's lucky for us he 's on his stomach . Shane does a lot of moaning as Annabelle 's fingers work their magic . She gets to a place on his shoulder that 's especially tender . He moans even louder .Annabelle pulls her jersey off and gently presses her breasts into Shane 's back . Shane puts a pillow over his head to drown out the ecstasy . After a beat , he pulls the pillow away .Annabelle starts laughing .Annabelle is laughing hard now as Shane rolls over .

Shane and Annabelle are in a close , after - sex kind of cuddle thing . Shane is unburdening himself .We see Annabelle 's hand move slightly under the covers .They kiss real good .

It 's a huge town house in Foggy Bottom . Its entrance is now lined with REPORTERS . One is speaking ON CAMERA to his anchor .INSERT We see two photographs of Earl : One with his current beard and the other , his clean - shaven mug shot of five years ago .

Any idea how Wilkinson's identity was discovered and who leaked it to the media?

In other N.F.L. news, almost sixty percent of the regular players have now crossed the picket lines and more are crossing every day. The strike, now in its second week, is expected to go out with a fizzle. Most experts think that the Monday night Dallas/Washington game will be the last with replacement players. But even that game will feature at least 75 percent of the regular Cowboys. Coach James McGinty will try to make it a perfect three and O with a team made up totally of replacement players. Well. and one felon.

McGinty stares out the window at the reporters as Augustine feeds O'Neil soup .Augustine leaves with the tray .

We 're ON Mickey Lee , who is wearing his Redskin game jersey with no pads . He 's stuffed into a Cadillac Brougham , a big - ass version of the Caddy . He 's talking directly TO US .Mickey is very wooden as a spokesperson . He tries again .Mickey looks game . MONTAGE A -RRB- EXT. . STADIUM Andre , Jamal , Brian Murray , Roland Lamont , Daniel Bateman , Lou Pacifico and Shane are standing outside the stadium after practice . They are all mobbed by autograph seekers . All of them are signing as fast as they can . B -RRB- EXT. . WASHINGTON MONUMENT The guys are on the grounds of the Washington Monument . They are lined up against a bunch of little kids . Shane takes the snap . -LRB- The ball is a miniature rubber football . -RRB- All the linemen fall down . The kids blitz and sack Shane for a big loss . Annabelle watches and laughs and claps . C -RRB- MICKEY LEE still crammed into the Cadillac . He looks exhausted and pissed .Lee tries unsuccessfully to get out of the car . D -RRB- ALL REPLACEMENT PLAYERS are lined up in Redskin jerseys , minus pads . It 's team picture day and everyone looks happy to be there .

He walks in and closes the door . When he turns around , Eddie Martel , ex - Washington Redskin quarterback , is sitting on Shane 's bed . Two defensive linemen - types stand by the window .There 's a beat and then Shane suddenly bolts for the door . But the two linemen grab and hold him .He kicks Shane viciously in the side . Shane screams .The linemen drops Shane on the floor .Shane is gasping on the floor .Martel viciously kicks Shane again . Shane screams .Shane is trying to get his breath .They move toward the door .

Once again , fans stream into the parking lots . In a corner of a lot , Jerome Lindell is once again holding forth ON CAMERA . But this time , he 's standing with a hard - looking guy in a suit , named MATHESON .Lindell looks uncomfortable . But he smiles anyway .

Only one : that the players immediately go back to work with no change in the existing contract.

The familiar `` MONDAY NIGHT FOOTBALL THEME SONG '' is just ending . AL MICHAELS does his on camera intro .

Good evening from the Big O here in Washington D.C. where the mighty Dallas Cowboys take on the Cinderella Washington ` Scabskins' as they have come to be known. Hi, I'm Al Michaels and we are witnesses to a unique matchup tonight as Shane Falco and a contingent of strike players go up against the entire regular squad of the Dallas Cowboys. Yes, you heard right : every Cowboy has now crossed the picket line, some as late as this afternoon, and they will all play tonight. Can a rag tag group of hasbeens and castoffs stand up to what was once called America's team? And what about the strike itself? It has been so ineffective that many predict it will be over before this game ends. Stay tuned as Boomer and Dan join me for strike ball, D.C. style.

That is one very big leg on Lou Pacifico. He's a big reason why this strike team is two and 0.

at nine - forty Eastern time, the agreement was reached, and except for this upcoming second half, the strike is history.

Here we go, first and ten for the Redskins. Twenty - four zip Dallas.

First and ten at the Cowboy twenty and I'm telling you, we are looking at a totally different team here in the second half.

one minute twenty remaining, and even though Dallas did n't score, they sure ate up a lot of the clock.

That's good for twelve yards. The clock stops on the first down. The Redskins have no time - outs left.

Wilkinson throws it away, and with twelve seconds remaining, the Redskins will try a forty - eight yard field goal to tie it up. That's almost a chip shot for Pacifico.

Eddie Martel , Wilson Jones and other regular Redskins take their seats on the fifty yard line .

Everyone is just about dressed in their uniforms and ready to go . Lou Pacifico enters in street clothes and starts undressing quickly . He looks worried . Shane watches Lou for a beat . We see Shane shift his upper body and grimace . McGinty enters and pulls Shane aside .Shane smiles in spite of the pain .McGinty walks into the middle of the locker room and goes into pre - game speech mode .

We says. have one more opportunity tonight to do that, one more chance to show what heart is all about. The Dallas Cowboys are waiting out there to kill you. I expect nothing less than for you to win even in your death throes. We have a powerful weapon on our side tonight : there is no tomorrow for most of you. And that makes you very dangerous people. Use it.

Boom ! Pacifico belts the kick - off deep into the end zone . Touchback . ON AL , DAN AND BOOMER The three hosts sit in shirtsleeves and ties , headphones on .Everybody laughs politely .

But the fact is, a kicker does not an offense make. I think tonight the Scabskins will have a very rude awakening.

But you have to admit, Dan, Falco is proving to be the real thing.

What pursuit! Butler never gave up on him. That's a 270 - pound guy who moves like a halfback.

Al, the battle is being fought and won in the trenches. You ca n't expect a bunch of pick - up players to stand up to a professional pass rush like the Cowboys.

It's about time. I say let the professionals back on the field. The fans deserve nothing less.

The players are not supposed to fraternize with the cheerleaders.

I got ta agree with you on this one. The surprising thing for me is how ineffectual the Cowboys have been in this half. I mean, they look totally intimidated.

Dan, I think Butler's hit on Falco was late, to tell you the truth.

There's still a whole half left, Dan. And remember, Falco is proving to be a second - half quarterback.

Those big, fat boys in the trenches get awful tired. You ought to know that, Dan.

Hell, Al, he's necking with a cheerleader! I've done a little of that in my time.

Unbelievable! One Washington player had a Cowboy in what appeared to be a police choke hold.

Absolutely, Al.. The Redskins are playing like there's no tomorrow, because, hey, there is n't!

And it looks like Falco can not answer the bell. He's still on the bench

Bam ! Earl Wilkinson flattens a Dallas punt returner . He 's now wearing a jersey with his real name on the back . ON TODD , ROD AND BOB Bob is dressed in a striped convict suit with Wilkinson 's number on it . He gets high fives from Todd and Rod for Wilkinson 's hit . ON SHANE He walks out onto the field to join the huddle .He turns and sees a smiling Annabelle . Shane gives her a guilty wave and then cringes with the pain of just having to lift his arm . ON LINE OF SCRIMMAGE The Redskins line up . Cochran is opposite Butler , the big tackle that `` visited '' Shane 's room .On the snap , Butler bashes Cochran 's head with his forearm and knocks his helmet off . Then he runs over him . ON SHANE He under - throws a very weak - looking pass to Lamont . Shane grits his teeth against the pain . ON COCHRAN He 's dazed and still on the ground . Butler walks over and bends down to him .

an honor it is to play opposite you. And if it's not too much trouble, I would love to have your autograph.

I'm gon na autograph your body with bruises, you scab - ass son of a bitch!

Shane is in the backfield , once again running for his life . He 's rolling left with Butler on his heels . He throws another weak incomplete pass to Murray . Shane is crushed by Butler after he throws the ball .Butler leans on Shane 's side as he gets up . Shane gasps with pain . ON McGINTY He 's watching Shane closely . Then he talks into his mike .ON AL , DAN AND BOOMER They 're watching the replay on their monitor . Dan is very happy .Some laughter . FIRST - HALF MONTAGE A -RRB- DALLAS KICKER Boom ! The Dallas kicker puts away the extra point after a score . ON SCOREBOARD Dallas 7 , Washington 0 . B -RRB- SHANE is under pressure as he rolls out . When a defensive lineman gets close , he throws the ball away like we 've seen him do before . A defensive back intercepts . Dallas 's ball . C -RRB- BALL Boom ! The ball goes through the uprights for a Dallas field goal . ON SCOREBOARD Dallas 10 , Washington 0 . D -RRB- AUGUSTINE massages O'Neil 's feet as the old man watches the game . He looks worried . E -RRB- PACIFICO smokes and stalks the sidelines . He looks up into the stands and sees the mafioso type looking down at him . F -RRB- SHANE steps up in the pocket . He looks downfield but in the face of the pass rush , he throws the ball weakly out of bounds . G -RRB- LEE is pass - blocking but the first guy spins him around and the second guy runs right around him . H -RRB- BATEMAN is double - teamed on a pass rush . He spins but he can get no leverage against his opponents . When the play ends , he pushes one of them . A penalty flag flies by . I -RRB- ROLAND LAMONT takes a pitch out , is immediately hit hard and loses the ball . A cornerback picks it up and takes it all the way for a Dallas score . J -RRB- WILKINSON steps up and bats a ball away from a Dallas receiver . A flag flies . Wilkinson argues the call . K -RRB- COCHRAN is lined up across from Butler . On the snap , Butler slaps Cochran in the face mask with his big , fat club of a hand . Cochran disappears OUT OF FRAME . L -RRB- DALLAS KICKER Boom ! The Dallas kicker puts away the extra point after a Dallas touchdown . SCOREBOARD Dallas 24 , Washington 0 . M -RRB- EDDIE MARTEL , WILSON JONES AND OTHER REDSKINS sitting in the stands look satisfied .

The Redskins huddle . Shane is in pain . He looks up at the clock . ON CLOCK There 's thirty - two seconds left in the half .The break the huddle and come to the line of scrimmage .Shane rolls right and looks downfield . He holds the ball and keeps rolling . No one can get open . Suddenly , Lamont cuts in front of him and yells :Lamont sees an open lane and Shane follows him . He eats up 15 yards before two defensive halfbacks close in . Lamont throws an incredible block and takes out both guys . Shane blows by and heads for the end zone . Only a safety stands between Shane and pay dirt . CLOSE ON SHANE His side is killing him with every step he takes . When the safety moves up on him , Shane panics and goes down in the same kind of slide that Eddie Martel did in the beginning . Boom ! The GUN SOUNDS and the half ends . Shane sees Redskin trainers running out onto the field . He turns and sees Lamont rolling on the ground in pain as he holds his bad knee .

The boys are doing their half - time stand up .No laughter .After a beat we hear :Dan reaches across Al and grabs Boomer by the throat .The three of them start wrestling in the booth .

surprisingly, it was all Dallas. The Cowboys had over two hundred yards offensively versus Washington's frankly pathetic thirty - eight yards. That's total offense. Falco got close to scoring on the last play of the half but he appeared to have slipped. By the way, running back Roland Lamont was hurt on that play and word is he's on his way to the hospital.

Everyone is nursing a bruise or some sort of wound . Shane is nowhere to be seen . McGinty walks into the middle of the locker room .And with that he walks out . Everybody looks beaten and depressed .

Shane stops two paramedics who push Roland Lamont on a stretcher . Roland is really hurting .Shane looks terribly guilty .Shane ca n't look at him , but he nods .The paramedics roll him away . Shane slumps against the wall near tears . McGinty comes out of the locker room . He locks eyes with Shane for a beat . And then McGinty turns his back on him and walks away .

Everyone is quiet . Shane walks in . SID , the equipment manager , sees him and yells .He smacks Shane on his bad side and Shane grimaces .Everyone stares at Shane for a beat .Nobody says anything for a beat .Shane looks around the room at this beaten bunch . No one makes eye contact with him .Everybody lets this sink in . Earl Wilkinson finally speaks up .Everybody turns to Shane .Everybody whoops !Shane happens to glance at Pacifico . Pacifico wo n't meet his eye . Shane turns to Sid .Sid helps Shane strip his jersey off . Everyone reacts to the bruises on Shane 's side .

I got to tell you, Shane, you played the first half like you were staying. Like you already had a contract.

The Cowboys are already back on the field as the Redskins come out of their locker room .ON AL , DAN AND BOOMER Boomer 's tie is off and his shirt is torn . Dan looks guilty , but still angry .ON BALL The Dallas kicker puts the ball in the end zone for a touchback . ON SHANE He starts to follow the offense out on the field . Then he turns and sees Annabelle engrossed in a cheer . He runs over to her .And with that , Shane takes her in his arms and kisses her deeply . The crowd on that side of the field reacts to the kiss with a `` Wooooooo ! ''ON SHANE He breaks the kiss and looks up in the stands at Eddie Martel . Shane gives him the finger . The crowd goes `` Wooooo ! '' at that too . Martel does n't think this is funny . Shane walks onto the field leaving a confused but happy Annabelle . He walks past Dallas defensive lineman Butler .Butler is too shocked for a comeback . ON HUDDLE It breaks and Shane walks to the line of scrimmage .We can see now that Wilkinson and Bateman are now part of the offense . They line up as receivers opposite defensive halfbacks . In fact , everyone but Shane is on the line of scrimmage , paired up across from a cowboy . Shane leans over Reese and takes in the Dallas defense . The Dallas MIDDLE LINEBACKER yells at Shane .Shane just smiles .MONTAGE On the snap , many things happen at once : A -RRB- COCHRAN sticks his fingers inside Butler 's face mask and pokes both eyes . Butler screams ! B -RRB- SHANE throws the ball as hard as he can at the middle Linebacker and hits him in the crotch . The guy grabs himself and collapses . C -RRB- CLIFFORD FRANKLIN kicks his defender in the shins as hard as he can . The defender screams and falls down . D -RRB- BATEMAN gets a cornerback across from him in a choke hold . The guy ca n't breathe but Bateman holds on . E -RRB- WILKINSON lifts up his defender 's face guard and connects with a right hand to the guy 's chin . F -RRB- LEE pulls the defensive lineman in front of him to the ground . Then he falls on him . The guy screams . ON FIELD All across the line of scrimmage , Redskins are punching , kicking and gouging the Dallas defense . WHISTLES BLOW . Flags fly everywhere . Most of the Dallas players are down and screaming . Jamal stands across from a DEFENSIVE LINEMAN . He has n't touched the guy . But he nods to the player to look at his hand . The guy looks down just as Jamal flicks open a deadly - looking switchblade . The guy jumps back and yells :But there is so much confusion that nobody pays any attention . Jamal slips the knife away .The officials are going crazy trying to figure out the penalties as Shane and the offense back up and make room for the Dallas medical staff who come running out on the field . Some Dallas players are livid :ON McGINTY He 's smiling to himself on the sidelines . ON REFEREE He faces the cameras , turns on his microphone and sums up the penalties .ON BALL A ref is taking a very long walk with it . He stops at the Redskin two - yard line and puts it down . IN HUDDLE Shane leans in .They break the huddle and line up with their backs to their goal . ON COCHRAN AND BUTLER Butler is still whining .ON SHANEON COCHRAN He drops Butler with a vicious forearm . Shane flicks the ball over the middle to Murray who pulls it in for fifteen yards and a first down . MONTAGE - FOURTH QUARTER STUFF A -RRB- BATEMAN -LRB- now at running back -RRB- sweeps outside with Jamal and Reese Evans leading the way . Both linemen growl as they throw themselves into the defense . B -RRB- SHANE is rolling right with Butler on his heels . Just when it looks like Butler has him , Cochran comes out of nowhere and cuts Butler at the knees . Shane fakes a throw and keeps the ball for a fifteen - yard gain . C -RRB- SHANE hits Franklin with a short flick pass . D -RRB- BATEMAN runs off tackle and scores . E -RRB- PACIFICO kicks the extra point . Scoreboard : Dallas 24 , Redskins 7 . F -RRB- WILKINSON blitzes from his safety position and decks the Dallas quarterback . G -RRB- BATEMAN stops a runner at the line of scrimmage and throws him for a loss . H -RRB- WILKINSON takes a punt at his own thirty . With Bateman blocking , Wilkinson springs to the outside and goes all the way for a touchdown . Pacifico kicks the extra point . Scoreboard : Dallas 24 , Redskins 14 . I -RRB- DALLAS FIELD GOAL KICKER is set to boot one . The ball is snapped , the kicker moves forward and suddenly Brian Murray breaks through the offense and blocks the kick . J -RRB- SHANE hits Franklin on a little down and out . He 's hit by the defender , the ball goes flying but so does a flag . Pass interference . Redskin first down . K -RRB- ON CLOCK Four minutes six seconds remain .

The Redskin huddle breaks . The guys come to the line of scrimmage .ON SHANE He 's in the shotgun calling signals .He gets the snap and starts looking downfield for receivers . ON COCHRAN He slips while he 's blocking Butler who takes advantage of the situation and blows by him . ON SHANE He 's got Franklin crossing in the end zone . He cocks and throws , and simultaneously gets decked by Butler . ON BALL A Dallas defensive halfback goes up for it but just tips the ball . It keeps going now end over end . right into the waiting arms of Franklin who is standing by himself in the end zone . Franklin is shocked . His teammates run INTO FRAME and mob him .ON SHANE He 's on his back . ON ANNABELLE She looks worried as trainers run out onto the field . ON O'NEIL AND AUGUSTINE They 're watching in O'Neil 's bedroom . ON SHANE Trainers are bending over him . He 's out but he 's mumbling :A trainer hears that and looks worried . Shane 's teammates run up and carry him off the field . ON FRANKLIN He 's holding for Pacifico on the extra point . On the snap , Franklin bobbles the ball but manages to put it down . Pacifico belts it through the uprights . Scoreboard : Dallas 24 , Washington 21 .

Shane is sitting on the bench holding his head and his side . He 's talking quietly to McGinty . ON WILKINSON He 's on the field calling for a fair catch . He makes it .ANOTHER ANGLE - WILKINSON He 's leading the offense out onto the field .ANOTHER ANGLE - WILKINSON He takes the snap from the shotgun and keeps the ball on a sweep . He plows for twelve yards .ON SHANE McGinty is still bent over him .Shane is in major pain but nods his head .ON WILKINSON He rolls again , but no one is open . He crosses the line of scrimmage , is hit and goes down . ON CLOCK It continues to run and passes twenty seconds as we watch . ON REDSKINS They 're hurrying back to the line of scrimmage . Wilkinson stands over center . On the snap , Wilkinson throws the ball out of bounds .ON SHANE He shakily follows Pacifico out onto the field . Reese Evans catches up with him .Pacifico does n't answer . ON BALL Evans leans over it . ON SHANE He 's kneeling in the middle of the field waiting for the snap . But something is bothering him .Pacifico looks up from where he is set up for the kick . There are tears in his eyes .Shane tries to digest what he just heard .Shane looks back at Pacifico and makes a decision .The ball is snapped perfectly . Shane catches it and spots it perfectly . Pacifico moves to kick it . And Shane pulls the ball away . Pacifico flies through the air like Snoopy as he kicks nothing but air . He lands hard . Shane jumps to his feet and starts running .ON McGINTY He 's in shock . ON SHANE He has totally caught the Cowboys by surprise . He sweeps around the right side . The Dallas middle linebacker has recovered and is moving quickly to cut Shane off . But Reese Evans comes out of nowhere and crushes the guy with a flying block . Shane cuts downfield and heads for the end zone with nobody near him , except : For the same safety from the first half who waits for him at the ten . The safety smiles as he takes a bead on Shane . Shane heads right for the guy . He puts his head down and smacks helmets with the safety . The guy goes down and Shane runs over him and into the end zone .ON McGINTY He jumps into the air . ON O'NEIL He jumps out of bed . ON TODD , ROD AND BOB They jump on each other . ON ANNABELLE She 's jumping for joy . ON SHANE He spikes the shit out of the ball . And then sees something up field .Shane stands stock - still in the end zone watching the REF call the penalty .ON MICKEY LEE He 's wearing number 77 and he collapses in tears . ON TODD , ROD AND BOB They are now sobbing in agony . ON O'NEIL He 's being helped back to bed by Augustine . ON SHANE He 's walking slowly back to the line of scrimmage . ON McGINTY He looks sick . Shane walks up to Pacifico who is down . His arm is being immobilized by a team trainer .Shane nods . In his earpiece , he hears McGinty .Shane leans into the huddle .He looks around the huddle . He studies each face . And then he comes to rest on Brian Murray . Brian 's eyes are shining . He does n't need words here .Everybody puts their hands into the middle . They break the huddle with a roar . ON CLOCK Three seconds are showing . ON LINE OF SCRIMMAGE Shane leans over Reese and calls it .Shane nods . On the snap , Shane rolls left . ON REESE EVANS He cuts his man at the knees . ON MICKEY LEE He takes two men down . ON MURRAY He cuts on a deep post . ON SHANE He steps up and throws a clean bullet downfield . He roars in pain as he throws it . ON MURRAY The pass is perfect . He pulls it in and beats his man to the end zone . Redskins win . ON CROWD It roars ! `` Hail to the Redskins '' is deafening . Todd , Rod and Bob are screaming . O'Neil kisses Augustine . Annabelle throws a punch into the air . McGinty is all smiles . Shane walks up to him and they shake hands . Pilachowski and Banes hug . Lee and Andre are hugging and crying . Cochran is on his knees praying . Reese Evans joins him . Wilkinson hugs Jamal . Clifford Franklin , hometown boy , throws himself into the stands where fans mob him . ON EDDIE MARTEL The Washington Redskins first - string quarterback is so pissed off he jumps up from his seat and turns quickly to go up the steps and out of the stadium . But he slips awkwardly and falls . He grabs his knee and screams . ON BRIAN MURRAY He 's still in the end zone , holding the ball up to the crowd . The roar is deafening . BRIAN 'S POV We HEAR NOTHING , but somehow the pure energy of the moment comes through . ON SHANE IN the SILENCE , he 's walking in SLOW MOTION toward Annabelle . And everybody is smiling . FADE OUT . THE END

Joel Coen & Ethan Coen and Richard LaGravenese and William Nicholson Based on the book by Laura Hillenbrand OMITTED

We are panning, from high, a horizon that is water, all water, a world of water. It is softly, warmly lit. We are starting to hear the distant thrum of engines. Our high sweep of the planet has brought into frame the sun, big, red, rising, just at the horizon. The engine noise approaches, louder, and is now distinguishable as being many engines not one. Our continuing pan brings into frame nine B-24's in combat wing assembly, speeding toward us.

Close on the pilot, RUSSEL ALLEN PHILLIPS-"PHIL". Droning engines. Phil's head bobs with the motion of the plane. The copilot: HUGH CUPPERNELL. Scanning the sky for enemy aircraft. The top turret gunner: STANLEY PILLSBURY. He looks out: his view to one side, of the accompanying planes on his wing, pans forward, over his own plane's cockpit and nose, to the ocean before us. A point-of-view straight down at whitecaps racing underneath us. The view is through the hatchmarks of a sight of some kind. Extremely close on a blinking eye. Close on the bombardier, LOUIE ZAMPERINI. He raises his head from his Norden bombsight, looks forward through the belly bubble, squints at something dead ahead. Above him, nose gunner ROBERT MITCHELL scans the sky. Back to Phil, the pilot. He also reacts to something dead ahead. His view: a small island in the middle of the vast ocean. He speaks into his radio:Cup reacts, tensing after many soporific hours of flying.Stanley at the helm of his twin .50's. MAC, the tail gunner in firing position. CLARENCE DOUGLAS and HARRY BROOKS, waist gunners, are ready.Louie: His look drops back down into the bombsight. Through the bombsight: the point-of-view starts straight down, then tips slowly up to bring the oncoming island into the crosshairs.There is a landing strip on the island. Planes are parked to the side of the landing strip. However nine zeros are suddenly moving on the runway. Taking off one by one...Louie is squinting down into the sight.Phil flips a switch.The sky becomes a fury of color, sound and motion. Louie keeps his focus below.We look down past racked bombs as the bay doors swing open, showing ocean below.WITHIN MOMENTS... BANG! Superman is rocked by a flak explosion. The sky fills with flak puffs and the plane rocks with shock waves. The CHUNK-CHUNK-CHUNK of holes being punched into the fuselage. Stanley gripping his machine guns, pivots his turret as the plane bucks. He can see nothing except white puffs of flak bursting close by. Louie is being bounced around, he loses the target, he tries to find it again, staying focused. Dull BOOM-the bomber on his wing breaks apart in its mid- section and falls away trailing smoke. Louie's look follows the bomber as it falters, and disappear under Superman's wing. At last, Lou has his aim. Louie releasing bombs. Looking down through the bay as the bombs fall away. A knot of planes and structures beside a runway EXPLODE. The Superman passes over a set of red-roofed barracks and an antiaircraft battery, Lou's second and third target. He lines them up and watches the bombs crunch into the buildings and battery.Louie takes a deep breath and takes aim. He fires. The bomb falls clear and Lou turns the valve to close the bomb bay doors.Outside there is a pulse of white light and an orb of fire: Lou made a perfect drop… the shack was a fuel depot which further destroys the island's phosphate.

I ain't goin to a bar with you "dame magnet". You confuse all the broads.

Not a combat mission. Rescue. . . . B-24 took off about noon yesterday. . . . En route to Canton, and then Australia. Except they never made Canton. Never heard from him after takeoff so it's assumed they ditched.

They've been taking spare parts off this thing for other planes. I'm surprised it's still got an engine.

Remember the Eddie Rickenbacker story in Life magazine? Him and his crew ran out of fuel over the Pacific. They were drifting in rafts for twenty-four days.

You go on doing the best you can. You try to have some fun along the way. Then one day it's over. You wake up and there's an angel sitting at the edge of your bed, the angel says, you can ask me all those dumb questions now, because I've got the answers.

Five hours. If we can make it that far. The runways over six thousand feet but we're gonna need 10,000 without brakes.

Or waddles. If you will. Okay, so the duck walks into a bar. He says, gimme a creme de menthe--

Yeah, yeah. (Calling out) Hey! Engineer. Come to the cockpit and feather the engine.

Can't do this, Pete. I'm not like you. I'm nothing. Just let me be nothin.

I can't make a track team. I don't even know why you want me to...

Sure. I know that. It's alright, this is only a try out for me anyway. Four years' time, next Olympics, that's when I'll show'em.

If you ask me, it's not food til you cook it. A little garlic. A little oil and lemon. When we get home, you come 'round to my house. Mama'll cook for you.

You know what you're really going to love? Mama's gnocchi. Nobody makes gnocchi like her. So light, like clouds. She uses lots of eggs, maybe twelve.

First, she makes the dough out of very fine flour. So fine it's like talcum powder. Then she beats up the egg yolks, and she drizzles them over the flour...

You think there's some kind of a grand plan? Like why'd we live and others didn't? Why are we here now?

If you answer my prayers...you get me through this...I swear...I'll do whatever you want. I'll dedicate my life to you. Please...

Did you see that Mac surprise attack? Damn sharks were scared shit. He came down on that thing like a Goddamn dive bomber.

. . . I wouldn't know what it is now, haven't been there in. . .

My brother Pete used to say that. He thought I could do anything. Thought I was better than I am.

Hello Mother and Father, sisters and friends. This is your Louie talking. This is the first time in two years that you will have heard my voice. I am uninjured and in good health.

I hope Pete is still able to pay you his weekly visits from San Diego. Dad, keep my guns in good condition so we can go hunting when I get home. Get some good rabbits for Mom's gnocchi sauce.

It's not true. I won't. And what you wrote about America... I won't say that.

Louie watches as a vast cloud of smoke billows upward. When the smoke clears-- A Zero is flying aggressively right towards the Superman. Right toward Louie. Mitchell (above Louie) begins to fire. The Zero fires back. Louie reacts as bullets pierce the bombardier's bubble. He tenses, not sure which way to lean, in the completely exposed space. Mitchell's bullets hit the Zero. Louie grabs a photo taped to the now-broken glass and jams it in his pocket. (We will later know the importance of this picture) He grumbles as he starts crawling out of the belly: Louie crawls out from his position into the center of the plane. Mac is firing at two Zeros. Harry is firing at another. Stanley is firing at a couple more. Suddenly- CRACK. A bullet hole opens in the bubble just behind his head. He turns. A Zero is on his other side bearing in on him at 45 degrees, guns firing. Much firing, inside and out. Bullets chink through the metal of the plane. Stanley keeps firing. Below him, as he's kneeling he sees Zeros through the open bomb bay doors. More bullets pierce the plane. Bullets fly from the plane. We see the Belly Gunner in the suspended bubble in a fire fight with a Zero. Bullets pierce the bubble. Louie grabs the medical bag and climbs across the catwalk to get to the Belly Gunner. More gunfire. Harry fires laterally. BOOM!- a cannon round strikes nearby and the concussion slams his head against the wall. His goggles shatter. He reaches up to take off the goggles. Bullets from his target plane stitch him up. Harry's down. (end slow motion) Louie races toward him, pulling him away from his station to the opposite wall. As he stabilizes Harry and administers morphine, Louie notices Mac at the tail gun shooting down a Zero. He also sees Douglass-- leg shot and bloody but he stands strong and shoots back. Louie straps Harry down and makes his way back to the front of the plane. BAM!- a very big explosion- a hole rips open in the side of the plane. Cockpit: Phil struggles to right the plane. Plane: Stanley recovers his target and fires. Bullets streak through the Superman from every direction. Sea and sky are now visible throughout the plane-- gashes everywhere. Bullets fly. Each moment the holes multiply. Louie looks up. Stanley, in the top bubble, looks intently out, hands tensed on guns, ready for a target to appear. One of his legs is shredded. He keeps shooting, not missing a beat. In the rectangle of exterior view a Zero enters from aft, climbing. Pillsbury bangs the high speed rotator of his turret. The turret grunts to life, whirling Pillsbury around ninety degrees. The Zero reaches the top of it's arc, leveling off and speeds directly towards Superman. Pillsbury can see the pilot who could end his life. Pillsbury sucks in a sharp breath and fires. He watches the tracers skim away from his guns muzzle and punch through the cockpit of the Zero. The windshield blows apart and the pilot pitches forward. The Zero folds onto itself like a wounded bird. All quiet, except for wind whistling through all the different-sized holes punched all over our aircraft. Suddenly, the last Zero comes up from below, the sound of gun fire, and the Zero falters and falls. Clarence Douglas, standing at the waist gun with his thigh, chest, and shoulder torn open, brings it down. Louie looks down. Through the slit of the bay doors, not yet fully closed, the Zero spiraling away. OMITTED OMITTED

Louie enters.Louie looks back into the damaged plane. The light streaming through the bullet holes, cutting through the smoke. A VOICE:Close on Louie's eyes-

. . . the greater light to rule the day, and the lesser light to rule the night.

Those same beautiful blue eyes. The voice continues over the cut, now in the church-- its live context.Feet swinging under a pew. They don't reach the ground. Louie, age 12, bored in church, jiggling, looking down at his feet.WHAP!- a hand enters frame and smacks the fidgeting boy. He looks up at: His father, ANTHONY. He gives a reproving look and a gesture for the boy to look forward, pay attention. A hiss from Louie's other side-- his mother LOUISE.She is giving Anthony a look: don't do that! Anthony returns Louise's look with one of his own: What? He was misbehaving! Louie looks from one to the other, then back up at the Priest.Louie's eyes travel across the candles to a statue off to the side, down to a beautiful young woman and the cross on her neck. But below it... a hint of her cleavage. His POV then travels down to a great pair of legs. WHAP!-the hand re-enters to smack the boy. His father again. An insistent gesture for the boy to look forward, pay attention. Past his father are his two sisters, SYLVIA and VIRGINIA, smirking at him for getting whacked- and his older brother, PETE.Louie looks up, his attention now held by: The large Christ crucified, at the back of the altar.Back to Louie, now looking at the Christ with some interest. But his head turns at the sound of the priest's raised voice--Louie stares back at the priest. ZAMPERINI!:

...to rule over the day and over the night and to divide the light from the darkness.

. . . Now these things, light and dark, night and day, they are separated from each other.

. . . God placed them each in its place. God did not create a battle between them. He said, I've created both of these things.

You must live through the night, not do battle with it, for the night also is mine. . .

. . . And he sent his son Jesus-not to do battle. Not to go to war with the sins of man, but to forgive them. . .

. . . to accept the dark, live through the night, forgive the sin, smile upon the sinner.

CLOSE ON OFFICER COLLIER-Louie is running. Officer Collier chases him around the corner and into the back alley behind the shops.

The only reason you're not in reform school now is because of the respect we have for your parents. Everybody in town wants you put away.

And we found this. He...painted the bottle. It's liquor. God only knows where he got it. He won't say.

Louie is chased by Officer Collier. (Close on his legs - we can hear the change in his pockets.)

Louie running down a second alley and out the other end, across the street, and disappearing into the bushes.

Louie comes bursting out of the bushes towards the train tracks. Past an old truck kicking up dust. He turns the corner and looks back. He's safe. No Officer Collier in sight. Louie slides into a corner near an old, defunct, small building. His hide out. His stash. It's very impressive. Magazines. Jars of keys, coins, and other goods he's collecting. He unloads the new change from his pockets and separates them into jars. He closes and covers his stash. He then takes a "milk bottle" and unwraps the rubber bands and cloth cover and takes a drink. He digs a wooden match out of a pocket and pulls the end of his belt out of its loop. He bends the belt-end back to expose a striking surface stuck to its underside, strikes the match, and lights a cigarette with deep sucks as he tucks the belt-end back under its loop and sits. He looks at the billboard up near the chain link fence. (A soap ad. A pretty blonde blue eyed American woman and son. A sweet angel of a son.) He's lost in thought. Suddenly NICKY and THE BULLIES are there.BRUTTA BESTIA!:BRUTABRUTTABAATATATA...:Louie swings. Nicky swerves out of the way. He punches Louie to the ground. Louie is defiant-- he gets up. Nicky is surprised. He punches him again. Louie starts to get up.Louie gets up and throws his whole body into Nicky. They fight. The other boys jump in to pull Louie off. Louie is swinging like mad. Suddenly, he is pulled back. Officer Collier has caught him.

His thick hand on the back of Louie's neck, Officer Collier escorts Louie back home. He carries the "milk bottle".Louise opens the door to find Louie being held by the scruff of his neck, by a fed up Officer Collier. Pete, stands next to her. He knows what the picture means, having seen it before.Pete translates into Italian for his mother. Officer Collier waits, then continues:Pete translates again. Louise looks from him to Louie. She smells the bottle. The next exchange in Italian:

Louie, as his father spanks him hard with a belt strap. Again, Louie's expression is stoic, taking his punishment.Anthony stops. As an Italian father, he's angry one second, then he feels badly about the spanking. He loves his son but doesn't know how to handle him. Louie looks at him defiantly. Louise stands in the doorway, concerned and heartbroken. OMITTED

How could you do this?! What are you doing to this family? What do I work for? To pay for food, for a house! How could you do this? (beat) They don't want us here anyway! And now you do this!? You'll kill your mother with worry. You'll kill her. (beat) You want to go to jail? Do you?

Close on eggs breaking. Flour sifted. Milk poured. Louie watches from the top of the stairs as his mother makes gnocchi in the kitchen. They are poor and the tins are almost empty but she scrapes the very last of every ingredient into the bowl and makes magic.

With the lights out, Louie sits on his bed near the open window. Across the hall, with the doors just open enough, he can see that his mother is saying her prayers before bed. We hear Mrs. Zamperini's voice, somewhat muffled. The Italian we hear is subtitled:It is hard to read Louie's expression. But he is listening, jaw set.

In the shadows, under the bleachers - Louie, has a hideout here. He looks out through the planks at the track. The school track team is out training, watched by a small gaggle of girl fans. Pete is one of the runners.Louie's eyes follow Pete as he runs. Pete's always the one who gets the applause. Louie pulls up a plank to reveal another secret stash. Cigarettes, matches, "milk" bottles, gum. He pops open a bottle and continues to watch the race. And of course, no boy under bleachers doesn't enjoy a bit of the view up at the girls. MINUTES LATER - THUMP! THUMP! Boots clumping towards him. Through a gap in the planks he sees a figure bearing down on him.Louie bursts out the back of the bleachers and runs like the wind. Out onto the track, hurtling past the training team. Pete sees him go by and lopes to a stop, astonished. He watches Louie run out of sight. Close on Pete- OMITTED OMITTED OMITTED

Orange blossom tree-lined street. Pete on bicycle. He pedals forward as we reveal Louie running ahead of him.Louie is struggling. He comes to a stop, panting.Louie looks at his brother. He wants to believe he can do it. He's scared.Pete looks into his little brothers eyes.Louie considers. He sets off running again. Pete follows behind. Louie's running more steadily now, finding his rhythm.

If you can take it you can make it. You train and you fight harder than those other guys. And you win. You get out from under em. Or, you keep going the way you're going, you'll end up as a bum on the streets. You can do this Lou. You just gotta believe you can.

Smart kid. Enjoy yourself Lou. Say hi to the pretty German broads.

A minute of pain is worth a lifetime of glory. You remember that. Go get em!

A starter's pistol BANGS! In close shot. High school track meet. Louie trying out. Pete watching, stands next to a middle-aged man holding a stopwatch, both of them relaxed, arms on the rail. Louie starts near the back of the field. He gains, steadily. Pete inclines his head to the man next to him, eyes still on the race. The others pull away from Louie. He's scowling as he runs. Another runner just ahead of him turns and shoots him a mocking grin. Pete calls out.Louie wakes up. He decides to do his thing. He starts to belt over the course. Pete and the Coach watch as he catches up with the rest of the runners. Louie piles on the pressure. He overtakes the runner who grinned at him.Louie hears him as he runs and kicks it up another gear. He flies past the leaders. As he hits the straightaway to the finish line, Pete and the coach straighten from the rail, tensing, absorbed, as Louie flies toward their position at the tape.

Louie is running. Pete is peddling. This time Pete pushes to keep up. He looks ahead. Louie has run off. A huge distance between them. Pete smiles. OR Louie is training hard. He runs as if his life depends on it. OMITTED OMITTED

Young Louie running as the sun begins to rise. CLOSE ON LOUIE'S LEGS-

CLOSE ON LOUIE'S LEGS - As he runs, we see his LEGS TRANSFORM from a scrawny kid's into a young man's. Louie's grown up to be a tall, muscular, handsome, 18 year old, confident and athletic. MONTAGE OF MILE RACES OVER SEVERAL MONTHS:

BANNER READS: TORRANCE TRACK AND FIELD MILE RACE. - FIRST RACE: Louie and the runners are in the last lap, with Louie in the lead, running across the finish line.- Pete clicks the stopwatch as Louie wins. His parents and the Torrance girls cheer.- SECOND RACE: Louie runs, gaining a longer lead. In the bleachers: Anthony, Louise, Sylvia, Virginia, and more Torrance girls. Louise can hardly watch she's so nervous.At the finish line, same result: Louie crosses alone, and Pete, at the rail, clicks a stopwatch. He is even happier than the last result. - Louie's fan base has doubled. They stand and cheer for Louie, who waves at his family. A BEAUTIFUL YOUNG BLONDE catches his eye. She smiles. More cameras. Flash bulbs popping. Louie still unsure of them. - THIRD RACE: Louie running. His point-of-view: the field ahead. Other-team runners, three of them, are in front of him. Louie, running. Gaining. The three runners seem to be drawing together in front of him. But the two wings are falling back slightly. Louie, among the three runners. They are boxing him in. Their feet. Flashing legs. The field ahead. No way out. Foreground blocked up, no space. Their feet. The runner to Louie's right stomps on Louie's right foot. Louie staggers, off balance. Anthony sees his son stumble. The runner just in front of Louie, glancing back, slowing up. Legs. Cleats, from the runner just in front of Louie, rake his shin, drawing blood. Louie, reacting, stumbles-- then tries to move outside. Point-of-view: his father in the stands through a gap in the runners and ahead: upcoming turn. Louie has an opening. He gives it all he's got and pushes through. His legs, huge strides, right shin bleeding. Louie in front now, increasing distance between himself and the other runners. Anthony and Louise are on their feet. Final straightaway. More speed. Crossing the finish line: after Louie passes, a pan down to spattered blood on the white line. Pete checks the stopwatch. He throws his hat down with pure excitement. They've done it!Euphoric cheers and flash bulbs take us into the next scene.

...They're calling him the Torrance Tornado. I like the sound of that!

I tell ya, this kid Zamperini runs like his feet never touch the ground...

The "Torrance Tornado" - smoked the mile in 4:21.3 seconds, Zamperini is now officially the fastest high school runner in American history. Folks, this kid is on his way to Olympics!...

Flashbulbs from the press. The entire town of Torrance has shown up at the train station to see Louie off. They carry signs reading WIN IT FOR TORRANCE and TORRANCE TORNADO IN BERLIN. Louie walks with Pete down to the train. Pete finds it hard to let him go.Pete smiles.He gives his brother a hug. Louie hold on tight.Louie doesn't want to get too emotional, so he gets on the train.All of Torrance is waving as the train pulls out of the station. As Louie's family grows smaller in view, the sound of the train becomes the sound of a plane's roaring engines-

Louie is standing in the tail of the screaming B-24. The parachute packs are tied to the .50 cal mounts. Louie holds a cord in each hand. He and the others prepare to crash land. Shouted over the engine and wind:Harry, leaning back where we left him, eyes open, weakly responding. Mac at his side. In the cockpit: Phil works the yoke. Shrieking wind bumps up at the cut. The damaged plane wants to flip. Even Cup's strength can't help keep it level. They struggle. Phil finally puts his feet on the yoke and puts his weight into it to hold it level. (He really did this) His point-of-view: landing strip rushing up, lined by parked planes. OMITTED

Phil at the yoke.Cup looking from Phil, back to: Louie tensed. Cup yells back:A jolt as the plane touches.

Touching. Smooth at first. One wheel is round, the other totally flat, its action erratic. All hell breaks lose.

Phil: inside a paint-shaker. Fighting the steering. Louie: launched into the air. Chute ripcords fly from his hands and drop away.

The flat wheel now digging in like a plow-blade. Its grab starts to spin the plane.

Landing gear churns up chunks of macadam that hammer-THUNGKTHUNGK-THUNGKTHUNGK-the belly of the plane.

BLUNGBLUNGBLUNG-the plane, drummed by divots, resonates like a gong-Louie grabs for catwalk rail.

Plane spinning to a halt, off-kilter-scant feet from parked planes. Landing gear, smoking, half-dug in, a crazy curve gashed into the ground behind. It comes to a halt.

Hardly a reaction for a man who just successfully landed a plane under such circumstances. Gotta love Phil.

From aft Louie heads for Harry, as do Phil and Cup from forward.As Louie approaches Harry he realizes he is dead. Louie and the others share a moment of silence.

Hours later - Louie stands alone in front of the remains of the Superman. The light of late day blasts through the 594 bullet holes in the plane. Looking at it now, it really is a miracle it landed. Louie notices Phil off in the distance sitting alone on the beach.

Phil sits in the sand, facing the surf, forehead pressed to hands clasped together, his attitude devotional. Behind him, sirens and activity from the crash-landing of one minute ago. Louie, wobbly, walks up and, seeing Phil's attitude, takes a respectful beat. Then:A small smile:Louie drops to the sand next to him.Long beat, Louie looking at Phil, who has dropped his head back down to his knuckles and closes his eyes. The beat of surf. Louie watches with interest. Finally:

Sunrise. High shot: a small figure below is jogging on a densely forested mountain road, high above the sea. Pulling him: Louie. An opened-top jeep rounds the curve behind him. As it overtakes, we see Cup is driving: Lou tosses Cup the stopwatch he just pulled out. Cup hits the button to start it. RUNNING Montage: lateral, and pulling, and trailing Louie. Through beautiful countryside. Unlike the track meets we have seen heretofore, this run is completely peaceful. Sun through leaves, bird calls, the regular HUFF of the runner and CLOMP of his footfalls. Cup: looking from Louie to his odometer. Odometer: mile-tenths turning over. Louie accelerating. Cup's foot on the accelerator-a gentle push. One last surge from Louie, faster still. He tilts his neck back, looking up. Tropical canopy. Sun strobing through the leaves. Finally: last mile-tenth turns over. The rain forest canopy ends at a high curve in the road, revealing an endless expanse of sea below. Stopwatch hit. Cup: he slows the jeep and toots the horn to signal Louie that the mile is up. Louie slows to a jog. Cup looks at the stopwatch. Louie has slowed to a panting walk. The jeep eases up to him. Cup throws the stopwatch for Louie to read. They share a smile.Shouting off from a distance. Louie and Cup turn to see Phil, Mac, and a jeep full of crew driving toward them. Mac shirtless in sunglasses with a cigarette-Louie looks at the new young faces. THE ENGINEER, GLASSMAN and Others.Off Phil's look: OMITTED

At the cut the engine noise pops in: straining, rattling, like an overstuffed coffee-grinder. The Green Hornet.

Phil flying, looking out. Cup next to him.Bombardier's bubble: Louie is scanning with a pair of binoculars. His point-of-view: like the first shot in the movie, but rougher: panning a lot of water. The pan strobes, slows, quickens again; becomes hypnotic. Louie drops the binoculars, blinks his eyes, raises the binoculars again. Into his radio:

I wish you a merry Christmas and a happy New Year. Your loving son, Louie.

The cockpit, as Louie crowds in and hands the binoculars to Cup.A THUNK initiates shuddering.Pilot and copilot are looking intently at gauges, adjusting.Louie looks out the left window. Violent shaking.ENGINEER appears. (We will not identify this crew member by name out of respect for the family as his mistake was partly responsible for the crash and many deaths.) Pilot and copilot are both working controls.He looks out the window.The Engineer flips a plastic guard with four feathering buttons and due to the shaking he hits button #2, NOT #1. The plane lurches violently.The plane is spiraling.Phil pushes the two working engines full on.Louie bolts from the cockpit. The waist: men are struggling into Mae Wests. The shaking is getting more violent still. Glassman climbs up from the belly turret.Cockpit: Cup fighting the stick. The wind shrieks around the plummeting aircraft.Waist: Louie is dragging a pack from under a bulkhead.Louie, hugging the pack to his chest, sits behind a bulkhead.The Engineer, feeling responsible, has taken position right behind the cockpit with his hand on the overhand raft-release handle. The Engineer nods with his hand firmly on a latch.

Silent. Wide. The plane, a small speck, heading toward the vastness of the water.

Cockpit: Screaming wind. Cup at yoke. Water surface rushing up.Louie with his head forward. As if in prayer -

At the cut - Louie with his head down taking a deep breath. He lifts his head, bringing us into the stadium. Far off there's a man speaking from a balcony-- surrounded by guards and officers. We are in a huge stadium. Louie glances round, taking it all in. The dream is realized. The man on the balcony stands and makes a gesture 'Sieg Heil'! Arms are thrust up in the foreground - and back, deep into the background. A sea of people, saluting. Louie looks around at the flags. Germany. Italy. The stars and stripes. Near it, a white flag with a red circle. Japan. Louie looks, to his side, at the Japanese athletes. One notices his look, smiles. Louie smiles back. In this moment it all looks so stunning to him. Unity and pride. He notices a handsome African American man on the American team. He studies him, how focused he is.We intercut the Zamperini home, listening to the games:

In an astounding performance, Negro American Jesse Owens from Ohio State...

...has won four Gold medals for the hundred meter, the two hundred meter, the long jump and the four hundred meter relay. Next up, the five thousand meter with Americas record breaking Don Lash leading the American team...

Pete, Louise, Anthony and his sisters listen to the Olympic Games on the radio.

Louie, in close shot, lowers his head, looking at the ground, breathing deeply. The breath finds a long, regular rhythm punctured by: GUNSHOT A starter's pistol, in close shot. Athletes take off running. Louie, running. We intercut a rough, hand-held pull of Louie, with an equally rough point-of-view. He is nowhere near the front of the pack.

On the glowing radio dial.this long-haul event- Louie's mother is in the devotional pose we saw Phil in earlier- forehead resting against clasped hands. We hear the radio:

-and already, three sections of runners have formed, with America's Don Lash and the Finnish Salminen and Hockert ahead of the pack.

The Finns Hockart, Lehtinen and Salminen have set the pace and they are not letting up.

Well, the great Don Lash is not gonna be the first American, folks! It's high school kid Zamperini, pushing past the record-breakers on this field!

That final lap, folks, the record for that was 69.2 seconds. Zamperini just did it in FIFTY- SIX-seconds. That record's gonna hold for a while, lemme tell ya.

Louie running. His point-of-view: the backs of several foreground heads. Well ahead are three runners in matching (Finnish) jerseys. On pace with them is one American.

Pete listening.WE SEE: A WIRE is threaded from the Zamperini radio through the window out to the porch....

Office Collier and others are on the porch beside A LOUD SPEAKER which has been connected to the Zamperini radio.

Louie running. His breath comes in regular chuffs. Point-of-view: the American among the front four is indeed fading. There are still many heads between us and the front four-and two or three more enter, passing Louie.

Over the shoulder of the radio: the family hunched, tense, listening.

And into the eighth lap, it's the Finns still in the lead, with Salminen in first place.

And we start the last lap, the Finns seem to be in control. It doesn't look like Don Lash is going to bring home the medal for the USA. There's a. . . there seems to be some movement back in the pack.

He seems to have some gas in reserve. He is really making some time.

Louie running, his huffing breath even more amplified. His point-of-view: a crowd ahead of him.

Officer Collier and the Torrance Townees listen without making a sound.

Louie runs. As if hearing Pete, he steps it up a notch. His point-of-view confirms: the nearest of the bobbing heads keep pace for a beat, then begins to slip back.

Louie running. His point-of-view: he is gaining on someone: a Norway jersey. ROLF HANSEN sensing someone behind him, glances back, then looks forward again, furiously pumping arms, but continuing to slide back closer to us.

Salminen and Hockert will be one and two. But look at that Zamperini.

Louie running, passing Hansen. Still many backs-of-heads strung amongst the track in front of him.

Louise opens her eyes, sensing the body-language shifts around her. She looks at the radio.Mrs. Zamperini looks from the radio back to Pete.Pete, focused on the radio, can't answer.

Louie running. Heavy breathing. No crowd noise now, only breathing. Don Lash glances back, gives more forward effort, yet continues to lose ground.

Finns cross the line. A blur of runners: the field following. Louie, having crossed, eases up, gasping. Roaring cheers.

The black shadow of the Green Hornet B24 bomber growing larger as it nears the ocean.

Impact. Water crashes in. Louie breaches with a huge gasp. He doesn't know where he is. We don't know where we are. Bobbing debris. Beyond Louie in the near-background an airplane wing rolls upward as the fuselage surges up, rotating, and then the whole plane quickly sinks. Louie is thrown forward. Disconnected wires whip around him like uncoiling springs. Louie takes a deep breath as he's pulled under -

Louie tries to orient himself. The impact rammed him into the waist gun mount and wedged him under it, face down. The gun mount pressed against his neck, and countless strands of metal coiled around his body. Louie sinks, fights to free himself from the tangle of wires - LOUIE'S POV: As he sinks, the light of the ocean's surface dims. His eyes close. Moments later they open. STILL SUBMERGED. Suddenly FOR SOME UNKNOWN REASON, HE IS FREE OF THE WIRES THAT ENSNARED HIM. SEVENTY FEET DOWN, HE TRIES TO SWIM TO THE SURFACE. He inflates his Mae West vest and is pulled upwards in a stream of debris. His body ascends up to the ocean's surface.

Louie's head bursts out of the water into bright sunlight. He's coughing up water and blood. Round him the oil and slop from the downed bomber. He looks around. The ocean surface is slicked with iridescent oil and green hydraulic fluid. A human sound. Louie looks. Phil, dazed, has a hold of a floating tank. He wears no Mae West. Blood comes down his face, in pulses from somewhere above his hairline, and is washed away as water slops over him. Mac, also without a Mae West, hangs on with him. Louie: a panicked look around. In the opposite direction: an inflated yellow raft, bobbing, drifting away. A MINUTE LATER Louie, on the raft, and Mac, still in the water, negotiate Phil onto the raft. Phil himself cannot help much. Mac clambers in as Louie finds the gash in Phil's scalp. Louie takes off his shirt, dips it in water, and presses it to the wound. Louie looks around, scanning surface. Some of the debris is starting to sink. WIDE ANGLE - The tiny rafts carrying three men surrounded by the debris of the crash, alone in the vast ocean.

Louie has a raft pocket open and is taking an inventory of the supplies: Hershey chocolate bars, half pint tins of water, a brass mirror, a flare gun, sea dye, fish hooks, fishing line, air pumps, raft patch kits. A set of pliers with a screwdriver in the handle. Mac is pressing his shirt on Phil's wound. He watches Louie but doesn't speak. He's in shock. Suddenly-Louie carefully divides the six chocolate bars into small segments. He reads the instructions on the packet.He gives a tin of water to Mac.A murmur from Phil. Louie looks at him.

The three men lying in the raft. The raft peacefully bobs. Louie still holds the compress to Phil's head. Phil's eyes are shut: sleeping. A thunk. Louie tenses. Mac is panicky:A quiet beat as both men wait, listening. Another thunk, and the raft jostles. Hands on gunwhales, Louie looks carefully over the edge. Dark water. Hard to see. But a dark shape retreats just under the surface of the water. Louie's eyes track it away until it is lost. His look holds out. Then his look tracks something back in: The dark shape, returning. As it disappears under the boat, it bumps its underside again. We fade as he closes his eyes. Under the fade, one last fading-away thunk. . . IN BLACK - DAY #2 A high-pitched whining sound. CLOSE ON LOUIE Eyes popping open. It is a bald day. The whining noise is distinguishable as engine noise. Louie bolts to a sitting position, looking up. Blue sky. Far above, a moving dot. A plane.He scrambles to his feet.He waves:Struck by his own stupidity, he abandons arm-waving and scrambles to open the provision pocket on the raft. He tosses Mac the dye and he spills it into the water below. Phil still sleeps. Louie comes out with the flare gun. He fires up at the dot in the sky. Phil awakens to the sound. Louie, a holding look, gun at his side, staring up. The plane's gnat-noise drones on, its course unchanged.Another pop of the flare gun. Both Mac and Louie waving. But the drone is perceptibly less loud now; the plane is going away. Louie throws the gun down. Mac turns away, looking out to sea. Louie comes up short, looking: Where he has just flung the flare gun, at his feet-- littered wrappers. He hunches and picks up a torn piece of paper. Printing is on its slick outside. Louie stares at the chocolate wrapper. He looks up. Mac, his back to us, motionless, resolutely looking out. Louie. He squats and does a panicky paw through the provision pocket. More wrappers. No chocolate. Straightens again.His back. No reaction. Louie takes a step forward.Mac can't reply. He looks away, out to sea. On his back we hear:Louie is too shocked to be angry. His tone is almost childlike:Mac looks so pathetic and helpless. Louie wants to hit him, but looks to Phil and decides not to make it worse. Instead, he checks the tins of water. Untouched. Louie sits back down. Now what? They sit in silence.

Bright day. The three men wear their shirts like hooded capes, protecting themselves as best they can from the sun. Reality has set in. They will most likely die here. Mac breaks down crying. No one moves or says a word. FADE OUT: OMITTED OMITTED Later- DAY #9 We find the men a week later- Phil: dozing, protected as much as he can be by his shirt, but he is red-skinnned, lip-chapped. Mac is much worse off from the exposure, skin blistered, lips swollen, face peeling. Suddenly a look from Mac, reacting to: Louie. The little mirror is set next to him, pointing up at the sky. The circle of the mirror is a glaring hot spot. Louie's POV - the bright sun washing out the image of the albatross flying above. An albatross is just settling-- sitting on the lip of the raft to investigate the bobbing, glaring glass. Louie, just next to the bird, is frozen, tense. The bird's black eyes peering. Wings folding. Claws gripping. Louie's hand flashes to the bird, grabbing its leg.Wild activity: flapping, writhing, pecking. Phil closes on it. He and Louie are a confusion of activity around the bird. Louie snaps its neck. The large bird is limp. The men carefully set it down, cautiously withdrawing their hands.Louie grabs the pliers. Mac and Phil watch as Louie rips the bird open. The men react to a stench from the opened bird. They hesitate over the specimen.Another beat. Louie reaches in.Louie passes some to Mac who hesitates, still feeling the guilt of the chocolate.

The men dry-heaving. They ease back into place, eyes watering. Taking sips of water sparingly.Panting beat. Then Phil has an idea:He leans forward, to the provision pocket, and pulls out some line.

The raft drifts in the vast ocean. Too far away to make out detail, but we hear a sudden cry -

A pilot fish dangles on the end of Louie's line-- ten inches of live food. Louie gets the hook out, kills the fish, takes a bite. Then he passes it along to the others. They don't like it, but they need it, so they eat.Mac looks distressed. He looks out into the water. Louie realizes he needs to distract him. He needs to keep talking.The others listen, absorbed by the image he conjures up. MOVE AWAY from the raft as he speaks, his voice growing fainter as the raft grows smaller.

They heat of the sun pounds down on the men. The tins of water are all empty. The condition of the three men has drastically changed after weeks at sea. Their upper lips are burnt, cracked, ballooning so dramatically that they almost obscure their nostrils. Their bodies are slashed with open cracks, after exposure to the elements. The men are emaciated. Mac's breathing is louder, raspier. Louie pulls out the picture of his family. It fills him with deep sadness. He has to put it away before he cries.

Louie, Mac and Phil are gazing up at the stars.Phil considers.Moments pass in silence. Mac stares out into the darkness.

30 foot swells. The men are now all in one raft, white knuckling it to hold on and not get tossed. The second raft is tied further from them in the distance. Phil closes his eyes in silent prayer.Waves of water splash across his face.

The storm rages into the night. The men hold on tight as the rafts are swept up and down on the huge swells.

Drops of water wake Louie. As if an answer to his prayer, the heavens open and rain pours down. The men throw back their heads, spread their arms, and open their mouths. The rain falls on them. It soothes their skin, washes the salt and sweat from their pores, and slides down their throats. A sensory explosion. They pull out the empty tins to collect water. Louie and Phil: they are frantically trying to slide a pump out of its canvas sheath. Once the pump is clear Louie takes the sheath and rips one seam open down most of its length. It is now a triangular piece of canvas that dips down to its center where the seam remains intact. It is, in effect, a large bowl. The men hold it open to collect rain, trying to steady themselves and the receptacle against the tossing action of the raft. Phil begins to pull in the second raft. Later - the men cleaned, hydrated and silent. Each man with his own private thoughts.

The canvas. Days later: the canvas receptacle, now dried out and two closed water bottles knock around in it. Hard sun beats down on it. Moments later a small sound...and a shark appears. Louie looks down at it.

Finally, the shark comes close. Louie pounces. He grabs its tail, Phil grabs Louie and together they pull the shark out of the water, into the raft. Phil and Mac jump on it as it twists and thrashes. Louie stabs its eye with the screwdriver until the thrashing stops. Panting, the three men lie on the dead shark. Moments later - Phil and Louie and Mac eat the shark's liver.

Burning sun. DOWN to find the rafts, the men deteriorated further. Full beards, skeletal faces. Louie is removing Phil's bandage.He throws the bandage over the side.They hear a small noise in the water and realize a shark has been drawn to the bloody bandage. Then, in the distance, they hear a distant plane engine. Look up to the sky. THEIR POV: A moving spot in the sky. Mac comes to life, seeing the plane. Louie loads and fires a flare. Phil finds the mirror and uses it to reflect the sun towards the plane. Louie shoots off another flare. The look of all three men travels straight overhead with the plane, which makes no acknowledgment. The plane passes, far off, and fades away. A couple of dark shapes are rippling up. Sharks. All three men are looking down at the shapes in the water when we hear a change in the engine noise. The men's eyes rise back to the plane. It is no longer receding: it is starting to turn. . . banking. . . returning. . . dropping in altitude. Louie resumes waving. As the plane approaches it drops, lower, lower. The men wave. Just as we see the Red Circle, its guns start firing. Water kicks up in a line from each gun, walking toward the raft. The shark-shapes wriggle, reacting. The men bail out into the stained water.

Fizzing bullet-trails cut between the three men fighting to stay submerged. The water is a confusion of murky color, flailing limbs, the sun through the pale yellow of the raft just above. The bullets and firing noises stop; the muffled engine noise is receding. Dark shapes are approaching the men in the water.

The plane flies on past. The sharks are back, almost on the thrashing bodies of the men. Desperately they haul themselves back into the raft. Louie is the first to flop back onto the raft; he helps Phil and Mac in; all panting. They hear the plane again. It's coming back.He's just too weak to move. Louie slides back into the water. Bullets shower the ocean around the raft.

Louie struggles to stay under the rafts. We can see the depression of Phil and Mac's bodies. Neither one moves. Bullet holes pop through the canvas, shooting beams of light through the raft's shadow. Bullets pierce the water throughout the following sequence: A shark approaching Louie is shot by a stream of bullets from above. Louie sees a long cord straying off the end of the raft. He grabs it.

Louie breaching, hooking his arms over the raft. He climbs back in just as the shark comes back for another attack.Beat. Phil speaks without moving or opening his eyes -Mac moves. Looks round. Sees the plane has gone. Then they hear the air hissing out of the raft. Water is filling up the bottom. One raft left, the other is shot to shit and already completely deflated. Louie hunts out the patch kits. The others search out the holes. Every time they move another hole is uncovered, hissing out air. And all the time the sharks are circling. Phil grabs an air pump, screws it to a valve, and starts pumping. Bubbles push out of bullet holes. Louie works on applying patches, using the edge of the mirror to rough up the rubber round the hole before applying glue and patch. Phil keeps pumping hard. Suddenly a shark lunges up out of the water, mouth open, right at Louie - An oar sweeps past Louie's head, striking the shark back into the water. It's Mac, come back to life. He beats the sharks with fury and power we've not seen in him before. Mac goes on swinging his oar, whacking at the sharks. Mac continues hitting the sharks away as Phil pushes the pump against his chest, inflating the raft.

The exhausted men continue with what little energy they have left. Mac stands ready with his oar. We can see this fight has taken a lot out of him.We see this means a great deal to Mac, though he hides it from the other men. Louie takes over the pumping. Later- The sun goes down over the endless ocean. The men continue to work into the night.

Louie is near the canvas bowl, stretched out. Mac lies with his head on Phil's lap, not moving. The three are barely alive, their flesh almost transparent, their bones visible. They speak slowly, not much energy left. Quizzing each other to keep alive.He's trying to make out what's happening with Mac.No response from Mac: head-down, shoulders rhythmically moving with his rasping breath. Louie moves over to Mac.After a moment-Louie and Phil shuffle their weakened bodies until they're lying on either side of Mac, their arms round him.His voice fades into silence.

Quiet at the cut. Gentle slap of water on the boat. Mac's body has been laid out face up, in a comfortable position. Louie is squatted at the back of the boat, waiting. Phil is praying as he finishes preparing Mac's body.

Both men have hands on the corpse. They shove him off. The boat bobs, regaining balance. The men seat themselves, grabbing sides of the boat, steadying it, steadying themselves. The body bobs in the water. The men, looking at it. The body is abruptly grabbed, somehow, and briefly towed. It disappears into the water.

Louie looks at Phil. How frail and emaciated he is. He then looks up into the heavens. Into the clouds. Beautiful clouds. It's almost as if he can hear music. The sounds of angels coming from the heavens.

Wide on the raft. Close on Louie. Face-up, barely conscious, emaciated, sun-dazed. Bobbing, sloshing. Very quiet. We hold on him for a long time. It is difficult to tell if he is even breathing. A shadow cuts his face. Louie fights his eyes open, fights to focus. Sun and shadow travel in bars across his face. His point-of-view, looking steeply up: metal hull, topped by rail, gliding along, traveling horizontally across the frame. The sun pouring in at us is cut rhythmically by rail-posts. Louie, looking. His point-of-view: the ship continues to slide by. But now: a person at the rail, looking down at us. He slips off; another person. And another. Sailors, all looking down at us. Japanese. All holding rifles pointed at us. Louie. He painfully wets his lips. He works his tongue, preparing to speak. Then:We hear Phil's voice, very weak:

BLACK The sound of a heavy door opening. Breathing and oofs! As a body is manhandled and flung to the ground. Close on Louie: a blindfold is ripped away. He is lying on a dirt floor. He blinks, looks: His point-of-view: low looking steeply up at a Japanese guard stepping away, the blindfold dangling from one hand. He goes through the door and it is closed after him. Louie collects himself, gets on his hands and knees, and looks around the dim and very cramped space. Wooden cell. Thatched roof. No exterior window. Small, closed window in the door. Hole in the floor: latrine. Louie squints at the dirt floor by one of his planted hands: movement. He jerks his hand away. He looks closer: Wriggling maggots. He presses himself into a corner. After a beat:A voice, distant and small, somewhere to the left:We hear Japanese yelling from down the hall, and a door opening, a couple of footsteps, and a blow. Louie, listening to Phil taking a beating. Louie pounds at the door. He tries to see through the cracks but can't. OMITTED

Louie sits on floor, forearms on knees, hands dangle limply, head sunk below shoulders.

A small beam of morning sunlight illuminates the cell wall. Louie lifts his face into it as if trying to escape into the light. He then notices something - Scratched into the plank wall, a message: NINE MARINES BROUGHT HERE FROM MAKIN ISLAND AUGUST 18, 1942 Under it, nine names. On Louie, looking up at it. Footsteps approaching. Louie's look goes to the door. As the footsteps pass without breaking stride, something is tossed through the door's window: a white, irregular shape, the size of a baseball. It hits the dirt floor and breaks up. Louie quickly reaches down, gathers pieces of rice, with panicky fingers flicks maggots away, and stuffs the food into his mouth. OMITTED

Days later - The jungle is wet with rain. It spills into his cell. Suddenly the door is opened and Louie is pulled out and dragged by his neck.

We hear the chink of silver on china. Louie stands in the pouring rain, looking fixedly off: A table set with linen and heavy with food, being eaten by a JAPANESE OFFICER who sits bone dry under a tarp. A TRANSLATOR stands by. The Officer slowly, meticulously, ostentatiously, cuts his food and eats. He never looks up. Louie looks around to get his bearings. He is surrounded by trees. At closer look, Japanese Soldiers in green uniforms stare out from the jungle. No chance for escape. The Officer says something to his plate.Louie is blank for a moment.He can't take his eyes off the food.Murmuring in Japanese. The continued methodical cutting and chewing. Louie sees his wallet on the table and the contents laid out. The Officer points to a clipping of Louie's racing at the Olympics. Another question from the officer, relayed:Louie nods. The Officer studies him. He says something to the Translator in Japanese. The only word Louie can understand is "Olympic." The men share a look. Then the Translator asks another question.Something else is said.Louie hesitates, then asks:The translator doesn't bother to relay this. Eating. Question from the Officer.When the officer receives the translation, he gives two words of instruction. The translator responds by bringing pencil and paper to Louie.Louie hesitates for a moment, then moves into the tent. He shakes off his wet hand before he tries to start drawing. It's hard to draw with the drops of water covering the page. The translator has his head cocked, looking down over Louie's shoulder. Scratch of pencil on paper. Offhand, as Louie draws:Louie takes this in. He continues to draw.

Louie is being led back to his cell. As he passes Phil, also under guard: His tracking, panning point-of-view of Phil, looking up-quickly lost from sight.The guard shoves him from behind.

Close on Louie's hand finishing a message by scratching the wall with his belt buckle: LOUIE ZAMPERINI - DITCHED OVER PACIFIC - May 1943 Message finished he sits back against the opposite wall. He looks across the three-foot throw of the room: The nine Marines. His name underneath. He stares at the wall, wondering if he will share their same fate. He sees a spider crawl across the wall.

Three weeks have passed. Louie has been in the cell for a month. We find him in tucked into the corner. His beard has grown longer and his face has gone pale. But he seems stronger. He seems focused. He presses his face against the cold cell wall. As if trying to connect to Phil. Shouting close by: Louie braces himself as the door is flung open and a guard screams at him, the same word, over and over. Louie, uncomprehending. The guard keeps repeating, shouting, now showing by gesture that Louie is to stand. Louie knows he is being asked to walk to his death. He refuses. He fights.

The door opens and TWO GUARDS aggressively attempt to drag him out. Louie fighting the whole way. Finally, they overpower him and force him out. The light is almost blinding after days of confinement.

Louie sees Phil, also being dragged, in equally bad shape. They are scared as they are led out of the cell block. Louie still fighting, Phil seems to be quietly praying as if preparing to die. Louie and Phil are being told to stand at attention. The Guards step away.Louie and Phil strip down before Guards holding rifles. The two terrified men fully expect to be executed. Louie eyes the swords on the mens belts. They are told to kneel. Louie and Phil's hearts pump fast. Louie hesitates and is taken down by a smack to the back of his knees by a wooden stick. After a terrifying moment of silence, suddenly, Louie and Phil are doused with cold water, shocking their systems. Soap is placed in front of the men and shaving equipment and scissors. They begin to wash their frail bodies.

Close on Phil. Wide to reveal this is Louie's POV from under his blindfold. Louie and Phil, lay together on the cold floor of a storage room. Cleaned up but still in the same dirty clothes. After days in solitary confinement, they lay very close to each other. Wider still to reveal -Forty other POWs, bound by rope at the wrists and ankles, sitting in the dark with them. No one says a word.

Ocean. Sunlight. A dock. At it, a substantial ship. Looking straight down at water. A rough walkway bisects the frame, top to bottom. Men- bound, blindfolded men- descend the gangplank. Louie and Phil, their hands tied but holding onto each other. The men are being loaded into canvas-topped trucks. Phil is being pulled away. Louie and Phil hold tight, fighting hard not to be separated. CLOSE - on their hands ripped apart Louie is pushed to one truck, Phil to another.No answer. Louie is pushed into a truck. HIGH ANGLE - The two trucks drive off. Outside the docks the second truck with Phil in it peels off and takes a different road.

We are traveling, inside the truck with the prisoners. The man closest to Louie is FRANK TINKER, dive bomber pilot and opera singer. Close on Louie trying to look from under his blindfold. He sees a lovely Asian woman on a bicycle.

For a bunch of guys that don't eat anything we sure can shit a lot.

Louie's POV from under his blindfold. He sees they are driving over a long bridge leading away from Tokyo.

The men are unloaded from the truck. Blindfolds off. Omori POW Camp sits on a man-made island in Tokyo Bay: a sandy spit connected to shore by a tenuous thread of bamboo slats, surrounded by six fences. Ashen and gray earth. Louie approaches oversized wooden gates into the Omori compound. Grim, lifeless, like the surface of the moon. Louie and the other newly arrived POWs are lined up with the current prisoners, emerging threadbare from their barracks, for roll call, in front of a small office building. They stand by a "quarantine shed" - a corrugated carport, roof without walls, completely open to the elements. The men are ordered to stand at attention, in Japanese, by the Guards. A bark from a Japanese guard. The men stiffen. The door of the office barracks swings open. MUTUSHIRO WATANABE aka THE BIRD: a distant figure, too far away to distinguish his features. He is in an enlisted man's uniform: little cap, khaki green uniform. He steps out onto the porch, a kendo stick clasped behind his back. He looks slowly across the men assembled before him.He steps slowly down off the porch. Watanabe takes a stroll down the row of men. Lateral tracks over him as he walks along the front row of prisoners. All the men are looking down, taking care not to meet Watanabe's eye as he passes. Reverse lateral tracks on The Bird are from behind the assembled men, so that his face is obscured by foreground prisoners, or seen only in fleeting bits, as he walks along the line. He speaks with a strong, confident voice. He clearly is very well educated.He moves down the line to Louie. Louie's eyes are cast down, head lowered. But the voice and footsteps stop, as the Bird halts, directly in front of him. Uneasy quiet. Louie's point of view is of the bottom half of the man halted before him: huge, brutish hands holding a kendo stick. The disembodied voice:Louie looks up. For the first time we get a good look at the Bird: handsome face, cold, black stare - the cruelest eyes Louie's ever seen. Close on the Bird challenging Louie. Close on Louie, not backing down. Defiant.Out of nowhere, The Bird's kendo stick swings into Louie's head, hard, making Louie stagger. Shocked, Louie takes the hit. Another blow and The Bird breaks Louie's nose.Every prisoner goes rigid with fear. Louie looks up. The Bird swings again, delivering another blow to Louie.Beat. Louie looks at him, enraged and confused, with his fists clenched, restraining himself from hitting back, Louie lowers his eyes. The Bird looks triumphant. He smiles.He exits into the Commander's office. A guard shouts in Japanese telling the other soldiers to return to their barracks. They do, in an orderly fashion, leaving Louie and the POWs who are told to head to the quarantine shed.

Good evening, old prisoners. Welcome, new hands. This is Omori Detention camp.

I am Corporal Watanabe. You are enemies of Japan and you will be treated accordingly.

New prisoners... you are not dismissed...you will stand quarantine. We cannot have disease in the barracks.

There is much talent in Omori camp. We have an opera singer. Who is the opera singer?

Hello, Mother. Your son is calling you. Mother, I love you. I am alive and well.

(beat) I saw it in your eyes, the first day. I thought, this man will be my friend. But...enemy of Japan... you do not listen. You do not do what is asked of you...

This man must be taught respect. All other prisoners teach him this lesson. Each prisoner will punch this man in his face.

I have had a promotion. That is the good news. The bad news - I say goodbye to my friends.

This is Naoetsu Prison Camp. I am Sergeant Watanabe. I am your commanding officer. You are prisoners of the Imperial Japanese Armed Forces.

You will help the Japanese by working on the coal barges. Any one who will not work, will be executed...

Pick up! Lift high. Over your head. You stand! You stand with this! Lift high!

Night has fallen. Louie, still standing under the corrugated roof. He resets his own nose. Crack. Fresh blood drips down.

LATER- Louie and the POWs, are still standing in the cold. The Bird appears on his balcony, finally giving the order to the Guards to lead Louie and the new POWs to their barracks.

The new prisoners stream into a long, narrow, barrack building. Double bunks on either side of a narrow aisle. The old timers are in here, stretched out on their bunks. Louie and Tinker look on as The Scots, led by BLACKIE, unload stolen goods from everywhere inside their clothing: long cloth tubes down trousers and sleeves are full of sugar, tobacco leaves, flour. They stash the plunder in secret compartments behind wooden planks. Louie can't help but smile a little. Blackie gives him a look. He doesn't warm easy to new people. A British soldier, MILLER, notes Louie's bloody bruises.WILLIAM HARRIS a handsome young Marine, points at Louie's face.Louie sees COMMANDER FITZGERALD. He is laying down writing in his make shift journal. A man with the confidence of the leader that he is. Fitzgerald gives Louie a welcoming smile and nod. Louie notices that Fitzgerald's fingernails have been removed.

Because he listens, and if he heard us using the names we'd like to call him, he'd kill us.

Apparently, he grew up wealthy, spoiled. Wanted to be an officer. Expected to be, too. Was denied. A great humiliation for him, not making the grade.

(beat) Of course none of this explains the. . . erratic behavior.

He's tracing so we can return it before the Japs find out. He has most of the war mapped out.

That's not how we beat the bastard. We beat him by making it to the end of the war alive. That's how we do it. That's our revenge.

If the Allies win- the Japs issued kill-all orders. I overheard them. (Pause) We win, we're dead.

Louie and the other POWs are run into the compound and lined up. Louie looks around for The Bird. He can't see him but he can sense him. He must be lurking in the shadows, watching. Not knowing where he is, is even more unnerving for Louie.The POWs watch as the Enlisted Men are marched out of the compound for work. The men look to the Officers.

Later - Louie and the POWs are forced to do calisthenics in the snow. The Bird appears and walks toward the men. He stalks down the line, glancing at papers in his hand, looking for someone.Tinker raises his hand.He looks at Louie. He already knows.Louie's hand goes up. The Bird smiles.

The Guards have selected one amongst them to race against Louie: Louie - emaciated and weak - is hauled over by two Guards and placed beside the Running Guard. Fitzgerald, Tinker, Harris, Miller and the POWs watch from the side as a Guard fires his PISTOL and the race begins. The Japanese Guard takes off. Louie runs well at first. The POWs hopes rise. They watch as he runs. But soon he begins to fall back. He tries to keep up, but he is too sick, his legs too weak. The Bird studies him. Louie falls. He fights to stand. Fists clenched in anger. The Japanese runner wins the race. The Guards cheer. The Bird, eyes on Louie, doesn't smile. He sees Louie continue to push himself toward the finish line. Fitzgerald, Tinker and the POWs watch in silent resignation, almost embarrassed for Louie. The Bird sees something else. He sees Louie's fighting spirit. It bothers him. Louie crosses the finish line. He lays down looking up at the sky. Relieved. A shadow appears over him.Smack. The Birds stick cracks across his face.

A body passes by on its way to Fitzgerald in the next bunk. It is one of the Scots, who hands something to Fitzgerald, who in turn hands something to Harris. Harris then pulls some supplies out from a slat in the wall and crouches in the corner of the room tracing a map from a newspaper.Fitzgerald checks in with Harris who shows him something.Louie watches Harris hide the copies in a slat in the wall. Blackie takes the newspaper to return it.

Blackie, the Scots and Louie use four foot hollow bamboo reeds with sharpened edges to steal sugar by leaning against the sugar sacks, piercing them and letting the sugar run into their socks and tied pant legs.

Open-air; it consists of regularly spaced holes dug in the ground. Whipping wind. Louie has a large ladle and two heavy buckets. He is slowly, painfully, dipping out the first hole.They all laugh. Miller vomits.

Later in the day. Louie and Fitzgerald are carrying two buckets slowly across the yard. The Bird and the other Guards are in deep discussion (in Japanese). Fitzgerald listens in as he slowly walks past. The Bird notices. He then looks at Louie who nods and smiles as if carrying shit is his favorite thing in the world. The Bird just stares. OMITTED

We are on the ocean-side of the man-made island that is the camp. A rock with some elevation is the dumping point for the sewage. It is slick with spattered sewage of previous days. Louie and Fitzgerald empty buckets off the edge. Louie pauses. He looks out, into the wind. Ocean. Lots of ocean. The pounding of waves.

Smash cut to a Japanese guard yelling. Lead by The Bird, the Guards go through the men's things. They find Louie's picture and toss it on the floor. Not what they're looking for. They turn over the beds and rip up the planks. One guard signals to The Bird. He has found something. Harris's maps. The Bird studies them. He glances at Fitzgerald. His rage grows. Harris is ripped from his bed.The men continue but their eyes are on Harris whose maps are thrown down in front of him. Louie can see the Bird approach Harris and whisper something in his ear. Then The Bird takes of his belt and pounds it into Harris. Over and over. The floor and scattered maps stain with blood. Louie notices KANO, a sympathetic Japanese guard, watching with a look of concern. Louie doesn't know what to do. He knows to move will only make it worse. Close on Louie watching. The sound of the beating continues. The Bird looks at Louie after the beating, challenging him.

Louie looks at the POW'S as one drops to his knees. The man crying, pleading for his life. Broken.

Louie turns away from the slit in the bamboo. He lies on his bunk, weakened by beatings and hunger.Louie's face in the shadows. Covered by darkness.

They have just emptied the bucket when Louie's eye is caught by something. Out over the sea: in the distance a battle rages in the skies over Tokyo.

The Bird is at his porch rail, his look out in the distance, same as Louie's, his expression unreadable.

The POWs are asleep when the GUARDS ENTER:The POW's scramble out of their bunks. Louie automatically heads for the back of the barrack to be hidden. The Bird enters. Everyone is at attention. He expects to see Louie, but can't find him. He then crosses straight down the line until he is face to face with Louie. He stares. Louie won't meet his eyes.The Bird unbuckles and pulls off his webbed belt. The buckle is several inches square, made of heavy brass. The Bird grasps one end with both hands. The Bird swings the belt backward, with the buckle on the loose end, then whips it around himself and forward, as if performing a hammer throw. The buckle rams into Louie's left ear. The room spins with pain and he goes down. Louie slowly pulls himself upright. The Bird waits for him to steady himself. He then does something surprising and offers him tissue paper for his wound.Is there compassion in this man?A sense of relief enters Louie's mind just as the buckle, whirling around from The Bird's swinging arm, strikes his head again, exactly where it hit before. Louie feels pain bursting through his skull, the sound goes out and his body going liquid. He smacks into the floor.

A blur of confused vision. Unidentified voices.A blur of faces talking to him.Slowly the images resolve. Louie is sitting in The Bird's office, holding onto his bruised head. The two radio men are wearing business suits, and seem unconcerned by Louie's condition. The Bird sits with them, equally unconcerned.The words sound familiar. Like the men at Kwajalien. Louie takes in what they're saying, but he doesn't understand why. He glances up at The Bird. He wants to kill him.The Bird sees Louie's confusion. He wants to be helpful.The Bird cups a hand in front of his mouth as if talking to a microphone, acting out what Louie can say.Louie stares at him, not knowing whether to laugh or scream.

NBC Radio tell America, famous Olympic runner Zamperini is dead.

American like you. They make broadcasts. They live here, very comfortable. Good food.

The car comes down the road to pull up by the Radio Tokyo building.HELLO AMERICA...:

MICROPHONE Louie tentatively sits into frame behind the mike. A delicious fruit bowl has been placed on the table in front of him. His mouth waters. He's almost mesmerized by it. From off we hear well-modulated Japanese speech. Louie looks. At another table, a Japanese RADIO HOST in a suit and slicked- back hair speaks into his own microphone. Something in his own speech amuses him and he interrupts himself with a chuckle, and then plows on. Louie looks around, still somewhat disoriented. The man at the other table now switches to English:The man, smiling, now nods at Louie. An interrogative look from Louie: me, now? The man repeats his nod, more vigorously. Louie leans cautiously in to his microphone. He begins tentatively.Louie closes his eyes and imagines his family receiving this news.

This is 'The Postman Calls'. Today the Postman calls for Mrs Louise Zamperini of, Torrance, California. Louie Zamperini is not missing-and not dead, as erroneously announced by your government! He is safe and sound with us! So keep on listening, Mrs. Zamperini, and don't mention it; the pleasure is all ours!

An ensign runs down the ship's deck to Pete in uniform. Pete takes the envelope and opens it to read the transcript inside.Pete reacts to the news.

I am now interned in a Tokyo prisoner of war camp, and am being treated as well as can be expected under wartime conditions.

Anthony, Louise, Sylvia and Virgina have heard the news. They cry tears of joy.

Louie with his eyes still closed imagining his family.He opens his eyes.

Louie is eating, eating like he's never eaten before. The Omori guards look on. The cafeteria is full of elegant Japanese people. Mostly business men but a few very elegant beautiful professional women as well. The Radio Tokyo Men appear, and sit down with him, all smiles.They put a paper before him.Louie looks at the paper. Shakes his head.We see a glimpse of defiant young Louie. It's nice to see. The two Radio Men look at each other. They know what to do.He gestures to across the room to a table of American men sitting in the cafeteria. (It's been a long time since we have seen healthy Americans.) Louie can't believe his eyes.One of the POWs looks up and meets Louie's eyes. He sees pure anguish there. God knows what hell they've been through to agree to this. The silent message they're sending him is: don't do this.Louie feels sick.At the thought of returning to The Bird, Louie can hardly speak.Louie can hardly believe he's making this decision. He looks at the speech in the man's hand. 182 OMIT

The gates open. A Guard walks Louie into the camp compound. The men are lined up. He walks past them, terrified, toward The Bird. The guard turns him round to face the parade. A second Guard ties Louie's hands behind his back.The Bird then addresses the prisoners.He turns and points his stick at Louie.Louie stares down the line: there's 220 men out there. Then he turns his gaze on The Bird.The Bird screams an order to the guards who hold Fitzgerald back. The Bird screams and points. Harris is pulled out of the line up and brought to him. The Bird raises his stick and strikes. Fitzgerald watches in horror. Harris can't possibly take anymore. Fitzgerald looks at Louie.Fitzgerald steps forward. Louie braces. The men understand this is all they can do to save Harris. Fitzgerald punches Louie. The ENLISTED MAN comes to attention.Louie, full of fear and adrenaline eggs him on.He steps forward and hits Louie, pulling his punch. The Bird shrieks with rage, striking him with his stick.He hits Louie again, harder.The next man takes his place. Hesitates.Another blow.The next man, the next blow.Louie spits on the soldier. The Bird screams in Japanese. Another fist in the face. And another. Miller. Tinker. Blackie. The Bird's mad passion drives them on.Every time he looks at Louie, there he is, gazing back at him. His face has begun to bleed. His cheek split open.

THE SUN IS SETTING. The punishment continues. Louie, face completely bloodied, gets punched and passes out. The Bird orders the Guards to stand him up and revive him. Louie, held up by the Guards, opens his eyes. The Bird instructs the POW to punch Louie. With tears in his eyes, the Enlisted POW hits Louie. Now Louie is drooping. The guards have to pull his head up to take the blows. Fist in the face. 'Next!' Fist in the face. 'Next!' At last, Louie completely collapses. Through blood-dimmed eyes he sees the Bird standing over him, stick raised. The blow descends. Blackout.

Snow falls on the barracks. Months have passed TWO POWs stand in the new fallen snow in stress positions. The Bird stands over them.

Close on Fitzgerald's "shocked" face in make-up. Very Fellini. Tinker is singing up a storm. The soldiers are laughing. We reveal they are watching the other soldiers performing Cinderella in drag. Fitzgerald, Tinker and The Scots are giving grand performances. Japanese soldiers are also laughing. Louie is in the back row in a dark mood. Thinking of The Bird. His eyes wander to Kano's gun. The Bird begins passing out candies. He walks up and sits next to Louie. The Bird smiles at Louie as if they are simply two men at a bar; as if they are friends. Louie feels like he's in a strange dream. Harris is seated behind him. He is not the same since the beating. The Bird leans over and whispers in Louie's ear. Louie flinches, expecting to be hit.The Bird knows he's frightening him. He likes that.Louie looks at The Bird with disbelief. The Bird seems to be genuine when he says they are "friends". Silence. Then -He waits for the reaction, but nothing comes.Louie nods. The Bird smiles. The play goes on to the sounds of escalating laughter.

Snow falls. The men are lined up. The Bird is leaving. Louie and the others watch The Bird standing at the gate with a group of guards, shaking hands. The gates open, he walks out and into a waiting truck. He is driven away. This monster that brutalized is suddenly gone...The Guards yell for the Enlisted Men to get to work.

The Scots are laughing and playing (handmade) cards. Louie lays in bed. Ready for the first good night of sleep in a long while. The men have been given new blankets.

Wide of the camp at night. Suddenly, the sound of bombers closing in. Alarms sound and Guards run out of their quarters.

A Guard runs in and yells for them to come out. Louie and the others hurry outside -

The sky is swarming with the lights of hundreds of fighter planes, American and Japanese. It's an air battle, over Tokyo itself. The Guards come running, and shout at the prisoners. We can hear the drone of airplanes, getting closer with the continuing explosions.

Louie and the others climb up onto the barracks roof. Louie gazes up - Giant bombers are flying past overhead.ON LOUIE: Struggling to figure a way out of this nightmare. Bombs are landing close by. One building bursts into flames. There is a smoldering crater near it. Two Guards are frantically working a pump, filling a bucket. The POWs wander, looking up: Silvery undersides of B29s heading for the city, raked by searchlights, going through ghostly puffs of flak. The Guards at the pump shout and gesticulate for Louie and the other POWs to come help. Out of the background pandemonium, a whistling noise grows. Louie looks up, tries to place it. As it grows louder:Close on Louie, hitting the deck, covering his head with his arms. A huge explosion shakes the earth. Phosphorescence. The light fills the frame-

CLOSE ON LOUIE: His head down, his arms over his head. Two hands come in and shake him awake. He turns over in his bunk to see Fitzgerald.Louie swings his legs out, sits up in his threadbare clothes, looks sround with his hands splayed empty in his lap, blinking.

The gates close behind the Officers. Guards yelling and moving them forward. A devastated Tokyo is beyond the bay. The Omori Guards have bayonets in their guns. A column of prisoners being led away from the camp. Miller is assisting Harris, who seems unsure of what is happening.

The men are led through the mostly bombed-out, burned-out street. What houses are left are damaged, smoking. There are sheets covering the many bodies that litter the ground. The victims stare at the POWs. Their eyes deeply sad and haunted from the horror. Louie and a woman lock eyes. He can feel her pain.

The cold wind blows through a barren, bombed-out landscape. The pan across speeds up as we pull back into-

Louie's POV -Inside a small dark boxcar, only a small slice of light streaming through the wooden slats. Louie and the others rock with the motion of the train, gazing out between the slats.

A train carries Louie and the others northwest, through the landscape.

Naoetsu is a seaside village on the West Coast of Japan. Snow piles, high as 5 feet, shock some of the men as they exit the train with their belongings and begin the mile walk to the POW camp.

The prisoners are marched across the work camp. CAMP 4-B is fifty meters square, covered in snow. It's brutally cold. The Naoetsu camp is a shambles of shacks, poorly constructed, uninhabitable, compared to Omori. 300 POW's. Most are AUSSIES who look like stick figures. Some, like Louie, still wear the tropical weight khakis they'd worn when captured. Starving. Unable to speak and work the coal barge. This camp is worse than Omori. They are covered in black soot. Even their breath in the air has tinges of black.

Louie and the new arrivals trudge into the compound and are lined up in front of a shack. They are told to stand at attention by Guards with rifles. Freezing, Louie, Fitzgerald, Tinker and the new POWs wait. The wind from the sea whips around their faces. At last the door to a rusty, corrugated shack by the main gate opens. A JAPANESE COMMANDER steps out:Louie sees the commander and his knees buckle. Tinker must lean against him to hold him up. Louie is at his lowest point: if he had a gun, he would shoot himself right there. We discover the Naoetsu Camp Commander is: THE BIRD. He smiles like a child at Christmas as he steps out onto the icy ground. Beside The Bird is his henchman HIROAKI KONO. Wire rim glasses, gold teeth and a pirate smile.The Men are stunned. This is far worse than Omori. By this point The Bird is face to face with Louie. Louie can't look him in the eye. The Bird whispers like a friend:Louie can not. The Bird studies him, then hits him twice as Tinker holds him up.

Louie, Tinker, Fitzgerald, Miller, Harris and other POWs enter their two story barracks, on the edge of a cliff overlooking a straight drop to the Hokura River. The sea wind whistles through the cracks in the walls. Holes in the roof makes it snow indoors. Infested with fleas, lice, and rats trotting about the room. Beds are planks nailed to the walls. Mattresses are loose rice straw. Floorboards have been pulled up for fire wood, creating huge gaps in the floor. CLIFT, an Aussie POW leads the way.

This is the end Mates. No one knows we're here. Best just to resign to your fate.

A BARGE heaped with coal for the steel mill. Six of the POWs have shovels. The Bird and Kono oversee the Guards ordering the POWs to shovel the coal into LARGE BASKETS that are strapped to the backs of other POWs, including Louie. Louie notices how shaky the planks are they are forced to carry the coal up. Louie hauls the heavy coal up the plank to a railroad car, along with Fitzgerald and Tinker.

Days later. Ants. From a distance, all the POWs look like ants. It's hard to find Louie, and the others, as everyone is so covered in coal they have lost their identity. We find them carrying sacks of coal up the side of the cliff. Louie looks down. The stairs are narrow and they are 50 feet above the ground. The sack of coal weighs heavy on Louie. Sweat pours down his face, streaking through the layers of soot. The line slows. Louie looks ahead. A POW, a few men forward is collapsing. He drops to his knees. The weight of the coal pulls him off the stairs and he falls to his death. Louie, Fitzgerald and the others continue on as if nothing has happened. They are numb.

The hot sun rises over Naoetsu. The round red ball of the Japanese flag. Months have passed. Sweat streaks through the black coal matted to the men's faces. An empty barge is being towed out to the open water as another, piled high, is being pulled in and tied up by the men. Shovels in to coal. Coal into baskets. Same old routine. Suddenly-The POWS stand at attention. The Bird steps forward.The Bird watches the news sinks in. He then turns and walks away. Louie has no reaction. He is empty inside. The men are still. Silent. One man falls to his knees and weeps. No one goes to him. No one moves. All we hear is the sound of one man weeping.

The sun is hot. Louie works among the other POWs carrying baskets of coal strapped to their backs, up to the railroad car. The ramp to the railroad car is perilous. The baskets are heavy and make Louie top heavy, throwing off his balance. Louie is weak, As he makes his way up the ramp, A Guard is making his way down. As they pass each other, he pushes into Louie, causing him to fall over the side, some five feet down. One of Louie's legs hits the ground before the other, causing a tearing sensation, then scorching pain in his ankle and knee. Louie sees The Bird some 15 feet away looking off into the distance. He knows these were his orders. Louie feels his leg. He realizes what has happened. Knowing he will never run the same again. HIS DREAMS ARE OVER. He bows his head and weeps.

As the men return from work, ghosts covered in black coal, The Bird watches Louie limp.

The men are quiet tonight. Louie most of all. He lay on his bed with his ankle elevated on an old blanket.Louie doesn't answer.Still nothing. Louie is dead inside.

The sun beats down as the men work. The Bird watches Louie. He watches him struggle and sweat. Finally, he watches him sit and rest his leg. He rushes over.

The Bird leads Louie, out into the open compound, with Kono in the rear. Tinker, Miller, Clift, Fitzgerald and the POWs watch. Worried for Louie. The Bird suddenly stops when he sees: A SIX FOOT LONG CHERRY WOOD PLANK laying on the ground. He orders Louie.Louie leans down to the plank. Before he picks it up he LOWERS HIS HEAD, FACE TOWARD THE GROUND AND BREATHES DEEPLY. Just like he did before every race. He centers himself. Barely able to keep himself up, Louie's arms quiver as he lifts the beam above his head.The Bird walks to a nearby shack, climbs up on top of it's roof and sits to watch Louie. He is enjoying himself. The sun blazes. Louie blisters in the heat, holding the wooden beam above his head. Tinker, Miller and the POWs watch from a distance. Helpless. Louie is shaking. The plank is heavy. Only hatred gives him strength. Fitzgerald looks across at the camp clock. 3:15. ON LOUIE - Sweating. His once athletic body now emaciated and wounded; barely up to the task. UP TO THE BEAM - Wavering, but not dropping. ON THE BIRD - Smoking, smiling, watching. POW's are being prodded to keep working. Minutes pass. FINALLY, SLOWLY, LOUIE LOOKS UP. He looks at The Bird. Fitzgerald reacts. Close on Louie After years under the cruel punishment of this man-- Louie finally look directly at him. He sees him as if for the first time. His eyes locked on the Bird's face. The Bird meets his stare. Defiant, Louie keeps the plank above him. One by one the POW's and Guards stop and stare. MINUTES PASS- Louie feels the sun come across his face. He feels not the heat but the warmth. THE LIGHT. He feels his own spirit rise. He transcends. Louie's face changes before our eyes. Still looking at The Bird, he can see through the monster. The Bird can feel it. He is taken aback. Furious. He feels exposed. Human. We remain close on Louie and The Bird through this deep exchange. All the men in the camp are watching. Close on their faces. Louie's fight is their own. They see his strength and their spirits rise. Even Blackie begins to smile. WIDE - A space round where Louie stands in the sun, the beam above his head. The camp clock. 3:40. The Bird is no longer smiling. His black eyes riveted on Louie. LOUIE HAS BROKEN THE BIRD. Minutes later- on Louie - Eyelids drooping. Shuddering. Still, he holds up the plank. Louie's eyes go in and out of focus. He sees: The Bird can't take it anymore. Angry, he jumps down off the roof and charges towards him in a fury. The Bird reaches Louie, who is still holding up the beam. The Bird feels beaten. He rams his fist into Louie's stomach, causing Louie to fall, dropping the beam on top of him. The POWs are dumbfounded. No noise. Long quiet. The Bird smashes Louie with the kendo stick. Many blows. No sound except for the sound of the blows, and effort from The Bird. Louie is on the ground. The blows continue. Quickly intercut: sun tracked through leaves. Falling blows. Longer intercuts of sun, a traveling shot, beginning now to tip down to become a push along the road in Hawaii. The Bird, spittle flying out, beating Louie. He begins to kick. Louie, kicked. Running in Hawaii. Heavy breathing. More beating. Heavy breathing continues-same sound, but now it is The Bird, gasping as the beating continues. Heavy breathing-a runner's. We are pushing forward again in Hawaii. We push through a break in the foliage: we've reached the ocean. Warm sun. Pounding surf. Panting. The yard. Panting. From The Bird. A last kick. High shot: The Bird standing over Louie's body, panting. After a beat looking down at the body, The Bird seems to come to a stop. He looks up from Louie to the crowd of Soldiers and Guards, realizing where he is.The Guards move the men. OMITTED

Close up-Something is noticeably different about Kono and the Guards. They seem shaken. Less arrogant. Anxious. Louie, Tinker, Fitzgerald and the hundreds of POWs have been lined up as Kono makes an announcement.They POWs remain silent, suspecting a trick. A suspicious silence hangs in the air.Louie and his group see: The Armed Guards open the gates and wait to escort the POWs to the river. The Guards use their rifles with bayonets to usher the men along.Louie and the others believe Tinker is right. Most of the POWs start to exit. The Guards usher Louie and his gang, who have no choice. They are led towards the tunnel.

Today, in the spirit of a new future for our great nations, we invite all Prisoners to bathe in the Hokura River.

The men are being lead through the dark tunnel. Louie looks at the faces of the other men.

A few POWs hiking down to the river, break from their lines, begin taking off their clothes and running into the water. Louie slowly peels off his clothing, as he watches: The Guards standing with their guns. They look menacing at the POWs in the river. Their hands gripping their rifles. Louie wades into the river near Tinker and Fitzgerald. POWs scattered throughout the river are bathing as the Guards stand on the riverbank with their rifles. But little by little, the POWs throughout the river start to question this "gift of the river bath". One by one, they stop scrubbing or bathing...touching the arm of the POW next to them, to take notice of the Guards standing with their rifles, staring at them in the river. SILENCE. Louie, Fitzgerald, Tinker, Miller, Harris and the POWs stand motionless in the river, all eyes focused on the Guards staring at them with malevolent intent. THEN THEY HEAR IT: Guards and POWs alike. It is the growl of a distant aircraft engine. They all turn to the sky: POWs see nothing at first in the overcast sky. Then, bursting through the clouds: A TORPEDO BOMBER in the distance. Louie stands to face the on-coming Bomber, bracing himself to die. Tinker, Fitzgerald and Miller also brace themselves. As the POWs and the Guards watch, the Bomber dives, levels off, skims over the water. Louie and the POWs can see inside the plane: the Pilot is standing. And on each side of the fuselage, under the wings, A BROAD WHITE STAR. IT IS AN AMERICAN BOMBER. The plane's red light is blinking a message in Morse code. Fitzgerald near Louie can read the coded message. He cries:The news spreads throughout the river to every POW. Some shout. Some break down. Some stand in disbelief. The Japanese Guards shrink back as the POWs, lowering their rifles and bayonets as... Blackie and The Scots jump on each other. Wrestling into the water. Tinker, Fitzgerald, and Miller shout with relief and tears. Harris is slow to completely understand what has happened. A smile spreads across his broken face. Louie stands, paralyzed. He doesn't know how to react. He sinks to his knees in the water. He covers his face. He made it. He survived. He lays back in the water and opens his arms just like every finish line. Victory.

A PACKAGE is dropped from the sky, bursting open with cans of peaches. Widen to see a message to the American planes, spelled out in lime on the ground. It reads: "DROP HERE". Camera pans the enormous amounts of food and supplies previous planes have dropped. The men feasting on the goods. THE SCOTS collecting and eating food. Pockets full. A TIME MAGAZINE is found in the care package. Its cover is the HIROSHIMA MUSHROOM CLOUD. They study it. Silent. Fitzgerald, Miller, Tinker and Clift (seeing him clean for the first time) share a smoke. Louie is nowhere to be found.

Wide of the cement tower to The Bird's office. The small figure of Louie climbing the steps.

The sound of footsteps. The door opens. Louie carefully, slowly enters the room. It looks as if The Bird left in a hurry. Most of his belongings are gone but among the few items that remain is a family photo. Giving us a clue into the monster. An image of him as a young, innocent boy with his strong, Military-leader father. Along the wall is his kendo stick. The enemy escaped. Louie allows this to all sink in. OMITTED OMITTED OMITTED

Close on- Louie kissing the ground. (Possibly the shadow of a B24 bomber over him.) Louie stands up and looks at the sea of people and press. Bursting through the crowd are Louise (still wearing Louie's airman's wings pin), Anthony, Pete, Sylvia and Virginia.Louise bursts into tears. Louie runs directly to her and enfolds her in his arms. Anthony wraps his arms around them both. Louie, Anthony and Louise with their arms around each other, not moving, not letting go. There are tears in Louie's eyes.Louie looks over at Pete. They share a smile. Fade into a black and white photo of the real Louie with his family the moment he returned. CARD ONE In 1946 Louie Zamperini met and married his beloved Cynthia Applewhite. They had a daughter, Cissy, and a son, Luke. CARD TWO Lt. Russell "Phil" Phillips survived the war and married his sweetheart, Cecy. He and Louie remained friends long after the war. CARD THREE Mutsuhiro Watanabe, "the Bird," remained in hiding for several years as a war criminal until he was granted amnesty by the U.S. in its efforts to reconcile with Japan. CARD FOUR After years of severe post-traumatic stress, Louie made good on his promise to serve God, a decision he credited with saving his life. CARD FIVE Motivated by his faith, Louie came to see that the way forward was not revenge, but forgiveness. CARD SIX He returned to Japan, where he found and made peace with his former captors. Only the Bird refused to meet him. Fade in-

The sound of cheering voices, cars, tramping feet. ON SCREEN IT READS - LOUIE FINALLY REALIZED HIS DREAM, AND RAN AGAIN IN THE OLYMPICS. The shot develops to find the road that runs past the old camp. It's lined with people, wrapped up against the cold, smiling and cheering. Cars appear between the cheering people. One carries a TV crew. And there in the road, in running gear, is 80-year-old Lou Zamperini. LOUIE ZAMPERINI lopes over the snow, Olympic torch held high, beaming all over his face. ON SCREEN: AT AGE 80. IN JAPAN. Smiling and cheering beautiful Japanese faces surround him. Louie smiles and waves at the Japanese people smiling and cheering him on. The beautiful faces of the Japanese children. Unity and love. The true undying spirit of the Olympics. The true undying spirit of Louis Zamperini; running smiling, joyful. Unbroken.

Autumnal streets seen through the sooty glass of a STREET LAMP . Shadows within shadows . Fog in the air . Full moon .Gas hisses audibly , the street lamp ignites , and casts a POOL OF LIGHT onto the street , silhouetting a MAN making his way through the fog and dark shadows with a lantern .We can see that the MAN wears a cape . The distinctive silhouette of his deerstalker hat is unmistakable . A FURIOUS CLATTER OF HOOVES APPROACHES in the distance . The MAN tugs on a pipe and turns towards the growing stampede .The MAN exhales a plume of smoke calmly , giving us the impression that he knows something that we do n't .WHAM ! The MAN in the deerstalker hat is KNOCKED FLAT by A RUNNING MAN who has vaulted over a wall , sending him , his pipe , and hat flying across the cobbles . The RUNNING MAN leans down as if to assist , but instead just picks up the smoker 's broken umbrella and studies it . The MAN in the deerstalker hat 's eyes widen as he recognizes his famous assailant .SHERLOCK HOLMES offers the handle of the umbrella to the MAN , hauls him to his feet and hands back his broken umbrella .Sherlock Holmes sprints off down an alleyway . The MAN takes a step into the road to watch him go - - and is nearly flattened for good by the first of a number of POLICE CARRIAGES , hurtling by on a serious pursuit , Victorian - style .

The year was 1891. London was the capital of the world - the height of modernity, with the hiss of steam and smell of coal in the air. It was also the great cesspool into which all the sinners and criminals of the empire drained.

I had come to London, ten years prior, to find a life after the Afghan war. I had hoped to start a medical practice and settle into a nice, steady existence. The life I found was anything but nice and steady.

And that had everything to do with one man. My friend, my partner, my burden.

No - ground floor. And there'll be a woman's touch, too. I think we can start to wean you off the medicine -

Why do n't you take Captain Philips and give him a nice cup of tea.

It's been three months since the last case. About time you found another one.

Let's see, we have a letter here from Mrs. Ramsey in Queen's Park - her husband has gone missing.

Yes, it's our last case together and I wanted to see it through to the end.

and your friend, you've been in this room for two weeks. I insist you get out of here.

It's a pathological amorbic process, it increases tissue change and weakness. And you know what a black reaction comes on you afterwards.

You're Blackwood's last request. Says he has information he'll give only to you.

And your grand gift is the uncanny ability to demoralize people. I was aware she'd been engaged. She told me.

Look at you, I ca n't believe you ran after her like a schoolboy again. Leaping about, all aflutter. Are you a masochist?

Do n't you remember what she did to you? She turned you inside out, she made a proper idiot of you. I'm sorry, you were going to explain something.

I know, instead of just being tricked into being a witness at her wedding like last time -

You dress up as clergyman and actually perform the ceremony. She'd love that.

What could she possibly need? An alibi, a beard, a human canoe. She can sit on your back and paddle you up the Thames.

I've already read it. Luke Reordon, four foot ten, red hair, missing two front teeth.

Case solved! You're just not her type, Holmes. She likes ginger dwarfs.

And yet she works for him. That's bad money. It's nothing to do with me, but leave this case.

I'll leave this one in your capable hands. I have tea with Mary and her parents this evening.

Look at this mess. Nothing but standard - issue police bootprints. Any possible evidence there might have been has been trampled.

- three quarters of an inch, putting the time of death at ten to twelve hours ago.

I fail to see how these fish and chips are different from the three other places we passed along the way.

You know, I've seen things in war that I could n't explain. I once heard a man predict his death, down to the number and placement of the bullet holes that killed him. You have to admit that a supernatural explanation is at least theoretically possible.

The owner was most likely a drunk. Each time he wound the watch his hand would slip, hence the scratches.

The time. Which leads me to deduce that I'm already late for my appointment with Mary. You remember, the one I was leaving for before you talked me into coming to dig up dead bodies with you.

Appears he was attempting to follow occult formula with scientific practice.

Why would she hire you to find him, if she planned to do the job herself?

Ferrocyanide. Sucks the iron right out of the ink. Long as it's not too burnt.

I have n't slept all night. I deserve this. I clearly deserve it. How could I ever be so deluded as to believe I could meet Mary's parents for tea once I let myself be talked into going with you. Now of course I'm in jail.

I've used the time to review my notes on our exploits of the last seven months. and I've come to the conclusion that I must be suffering from to some profound psychological aberration.

Why else would I continually allow myself to be led into situations where you're deliberately withholding your intentions from me?

I'm not complaining. I never complain. I never complain about your violin playing at three in the morning, your mess, your lack of hygiene, your stealing my clothes, your setting our home on fire!

Who could forget that face? I told you, a little nitrate of silver and the warts will be gone in two weeks. Now, if you'll excuse us!

Nor am I complaining about the fact that you terrorize my patients and perform outlandish experiments on my dog.

What I do take issue with is your ruthless campaign to sabotage my relationship with Mary.

If I were going to the country, I would be going with my future wife -

It's endless, he's had a hand in just about everything that's not good for you.

Woolwich Arsenal. Limehouse Chemical. Queenshithe Slaughterhouse, Nine Elms!

Yes, oddly, it seems she might understand the power of partnership.

There's a new field in the treatment of abnormal personalities - it's called psychology. It appears you're what's considered a para - neurotic deviant with anti - social proclivities. Quite severe. And untreatable.

Well, your instructions were fairly precise. about everything except the window.

Nothing really. Just a few scribbles. cases we've worked on over the years.

So you're saying Moriarty was after a part of the machine and not the poison.

There's a brave boy. There, there, everything's going to be all right.

Head cocked to the left, partial deafness in right ear. First point of attack.

If I had, you'd be cleaning up a corpse and chasing a rumor. Besides, the girl's parents hired me, not the Yard.

Some kind of ceremony. Five girls killed beneath cathedrals at the height of the full moon.

Please. Watson, I've been working on a device which will suppress the sound of a gunshot.

I ca n't but agree. My mind rebels at stagnation. Give me problems, give me work. The sooner the better.

Insurance swindle. Lord Radford likes fast women and slow ponies. I see you're the attending physician at Blackwood's hanging.

There is only one case that intrigues me at present. the curious case of Mrs. Hudson, the absentee landlady. I have been studying her comings and goings and they appear most sinister.

Do n't touch that. Everything is in its proper place, as per usual.

My pleasure. For the life of me I do n't know why it's taken him so long to get us properly introduced.

Oh, no no. The little details are by far the most important. Take Watson.

see that walking - stick? A rare African snakewood hiding a blade of high - tensile steel. A few were awarded to veterans of the Afghan war, so I can assume he's a decorated soldier. Strong, brave, born to be a man of action. And neat, like all military men. Then I check his pockets. ah. A stub from a boxing match. Now I can infer he's a bit of a gambler.

There are two drops on your ear. India blue's nearly impossible to wash off, anyway. A very impetuous act by the boy, but you're too experienced to react rashly - which is why the lady you work for lent you that necklace. It's from Asprey's, flawless, not the gems of a governess.

The ring is gone. But the lighter skin where it sat suggests you spent some time abroad wearing it proudly.

Or at least until someone informed you of its true and rather modest worth, at which point you broke off the engagement and returned to England for better prospects. A doctor perhaps.

Not done. Finished. And as I said, thank you, it was most pleasurable.

Look at this. If you play a chromatic scale, they move clockwise. As soon as you switch to a pentatonic scale -

Look at that structure. What has it been? Five years' work already? Are you aware that is the first combination of bascule and suspension bridge. Very innovative.

Oh, I have your cut from last night, by the way. You were n't there so I laid your customary bet -

You're right. I'll keep it with your check book, locked safely away in my drawer.

The opera house is featuring Don Giovanni and I could easily procure two tickets if you had some cultural inclination this evening.

You have the grand gift of silence, Watson. It makes you quite invaluable as a companion.

I'm sure I can find my own way from here, if you have other duties to attend to.

I'd already followed the murders with some interest and while my heart went out to the families of the victims, I could n't but notice a criminal mastery in the stroke of your brush -

However, by comparison, your work in the crypt was akin to a finger painting.

Actually, my friend will pronounce you dead shortly and I thought I might keep him company.

My only wish is that I'd caught you earlier. I might have spared five lives.

I wonder if they'd let Watson and I dissect your brain - after you're hanged, of course. I'd wager there's some deformity that would be scientifically significant. Then you would serve a greater purpose, too.

I must say, you've come a long way down from the House of Lords.

Simply studying your methodology for when the authorities ask me to hunt you down.

Regrettably, we've had our last case together. Those are my dates.

No, I do n't agree. It's more than a technicality. You're misrepresenting the dimensions of foreshortened people.

No, I'm just saying, one has disproportionate limbs the other does not.

Well, I may not have a choice. A man has to make a living. After all, I'll be paying the rent entirely on my own.

What's he done now, lost his way to Scotland Yard? Watson, grab a compass. You means us.

Like it or not, it's a matter of professional integrity. No girl wants to marry a doctor who ca n't tell if a man's dead or not.

Watson, you'd do well to hide your medical certificates in case they're revoked.

Scratches around the keyhole where the watch is wound. Most drunks are the same, and pawnbrokers scratch the ticket number and their initials inside the lid. This one has five, so the owner -

Never theorize before you have data. Invariably, you end up twisting facts to suit theories, instead of theories to suit facts. Adler's midget is the key to this.

Very good, Watson! You've developed considerable powers of your own.

Let's see now, there are several sets of initials scored into the lid.

It's the most honest prediction old Flora has made in years. And you know it yourself, Watson. That is precisely the reason you ca n't find a suitable ring. You're terrified of a life without the thrill of the macabre, as well you should be.

Reordon's lodgings should be right around this bend. Here we are.

Looks promising. And possibly dangerous. Oh, well, give my regards to Mary.

Maybe it's not the man she's after, but something else. Something he was working on?

There's one odor I ca n't put my finger on. Sweet, almost like perfume. or sugar.

Let me guess - you're here to extinguish any connection between the man who lived here and the man you work for? Curious you'd still be running errands for a dead man.

You're not implying that I am responsible for our current situation are you, Watson? We were set upon, man, it was self - defense.

Watson, I completely understand now. You're overtired and feeling a bit sensitive.

What you need is a rest. You and I could go out to the countryside. My brother Mycroft has a small estate near Chichester. It has marvelous grounds and a beautiful folly. We could throw a lamb on the spit.

Certainly. We should have her along. Let's get Gladstone out of the house as well.

Invited? Now you're not making any sense, Watson. Why would I not be invited to my own brother's country home?

As to where I am - I was, admittedly, lost for a moment between Charing Cross and Holborn. But I was saved by the bread shop on Saffron Hill, the only bakers to use a certain French glaze on their loaves. After that, the carriage forked left, then right, a bump over the Fleet conduit - need I go on?

As to who you are - that took every ounce of my not - inconsiderable experience and skill. the letters on your desk are addressed to Sir Thomas Rotheram, Lord Chief Justice. That would be your official title. Who you realy are is another matter entirely.

Judging by the sacred Ox on your ring, you're also the secret head of the Temple of the Four Orders - in whose headquarters we now stand, on the northwest corner of St. James Square.

And as to the mystery - the mystery is why you bothered to blindfold me in the first place.

Blackwood is your son, yes? You have the same colored irises - a rare dark green, with diamond - shaped hazel flecks -.

- plus identical outer ears, or pinna, which only pass down through the direct bloodline, which would make you either brothers, or, more likely, father and son.

One of the great benefits of my work is that I can pick and choose my clients. I'll get him, but not for you.

I ca n't help wondering if your employer will be as content with these results? You were uncharacteristically ill at ease in his presence. Your hand was trembling, your gaze was averted. I could n't see his face, but I spotted chalk on his lapel. A professor perhaps?

But I've never known a professor to carry a gun, and on such a clever contraption.

When a man you ask me to find ends up dead in the coffin of the most notorious murderer since Jack the Ripper and that murderer manages to return from the dead, not only is it my business, it's the business of Scotland Yard and the highest levels of the British government. They will certainly consider your reticence to be an obstruction of justice. Which in relation to a crime of this magnitude would certainly mean prison time.

Chambermaids were once such a liberal breed. Besides, she misinterpreted my intention entirely. This is why I find this modern religious fervor so troubling, there is no latitude for misunderstanding.

Crime is common, logic is rare. The decent thing to do is catch the killer, not provide comfort to the corpse.

Superb. I suspect this comes from a larger cannister. It'll either be in the pantry, high up where it's warm and dry, or in a linen closet with a vent. And, Constable, you could check the ground under the rear windows for any footprints not your own.

Since this room is no longer in use, do you mind if I employ it?

No, he's your friend from Reordon's. He did n't survive Dredger landing on him. Poor fellow. But there is some consolation in the knowledge that he can still be of service to his fellow men.

Elbows and arms stained with blood, but older than his own injuries. Plenty of it, layer on layer.

Hm - predominantly yellow flame, but with distinct green bursts. Sulfurous. He spent lots of time around industrial work and very little around a wash basin.

That plus the river silt and industrial slag on his trousers puts him squarely in.

Well done. Now, you did n't happen to pack the Lord's Register of members' interests, did you?

The one on the left seems more attentive, might prove easily distracted. The big one's been drinking - whether for courage or from habit. Watson?

It's chapter and verse. Revelation 1:18. ` I am He that liveth, and was dead.'

Excellent brew, but I believe my head requires something a bit stronger to clear the -

Now that you're sitting comfortably, I shall begin. My initial approach was far too narrow. When Blackwood invited me to Pentonville prison, he suggested I widen my gaze and, at minimum, I have done just that. In fact, I may well have reconciled thousands of years of theological disparity. But that's for another time. Blackwood's method is based on a ritualistic mystical system that has been employed by The Temple of the Four Orders for centuries. To fully understand this system, to get inside it, I re - enacted the ceremony we interrupted in the crypt. with a few enhancements of my own.

My journey took me somewhat further down the rabbit hole than I had intended.

But I have emerged enlightened. The fraternity who silently control the Empire, share the belief with the Kings, Pharoahs, and Emperors of old that the Sphinx was a door to another dimension, a gateway to immeasurable power -

It is made up of four parts : The Ox, the Lion, the Eagle, and Man -

In Sir Thomas' secret chamber I found the bone of an ox, the tooth of a lion, the feather of an eagle, the hair of a man. Map!

Now, it is a widely held belief that within the architecture of the great cities are coded references to this system.

Since he rose from the grave, Blackwood has killed three men. Each murder was committed at a location that has a direct connection with the Temple, therefore the System.

Reordon, the ginger midget, represents Man. We found his body here.

Then Sir Thomas, Master of the Temple, wore the ox ring. he died here.

Standish was Ambassador to America, where the Eagle has been the national emblem for over a hundred years - and not by coincidence.

The headquarters of Temple of the Four Orders where he died is here.

Correspondingly, the map will tell us the location of Blackwood's final act. Right here.

It is the fifth element - the ethereal. That which ca n't yet be known.

Oh, that solves the great mystery as to how you became inspector.

I'm curious, Coward, did you assist Blackwood in all the murders or just the one I prevented? Very distinctive those hand - made shoes of yours, but the price of quality is the unique imprint they leave.

Nonetheless, I confess to being completely out - matched. I could deduce very little from my investigation.

Fortunately, there is nothing more stimulating than a case where everything goes against you. How many members of parliament do you intend to murder at noon today?

No, but I do n't care much what you think. I simply wanted to know the location of Blackwood's final ceremony, and now you have given it to me.

But your clothes say infinitely more than you ever hope. The mud smeared on your boots from where you've been walking.

A touch of red stock brick dust on your knee, from where you've been kneeling.

You and Blackwood laid the final touches to your ceremony in the sewers beneath parliament less than an hour ago. Both Houses met today. The entire government will be present.

Performed his role perfectly. A little too perfectly, come to think of it.

A chemical weapon. The first of its kind. Cyanide, to be precise.

I snipped this off a rather recumbent rat at the slaughterhouse. Note the blue discoloration, the faint smell of bitter almonds. Tell - tale signs of cyanide.

That shaft leads directly to Parliament. When activated, those electrodes on either side will send a charge converting the cyanide powder into a gas.

As if by magic. There will be no one left to stop Blackwood and his followers from assuming control.

There's never been anything like it. A totally wire - free weapon. He must have some kind of remote device sending a signal to the receiver. Really quite -

Who pretended to be possessed outside your cell. Your reputation and your jailers' fear did the rest.

Others required more elaborate preparation, like the sandstone slab that covered your tomb. You had it broken before your burial then put back together using a mild adhesive. An ancient Egyptian recipe I believe - a mixture of egg and honey. Designed to be washed away by the rain or eaten by animals.

Arranging for your father to drown in his own bathtub required more modern science. Very clever of Reordon to find a paralytic that was activated by the combination of copper and water and was therefore undetectable once the bath water was drained. That might have been quite challenging had he not also tested it on some unfortunate amphibians.

The death of Standish was a real mystery, until you used the same compound to blow up the wharf. An odorless, tasteless, flammable liquid - yet it burned with an unusual pinkish hue. Did Standish mistake it for rain as he entered your Temple? All it took was a spark. A simple rigged bullet in his gun. Ingenious.

Like all great performers you saved your piece de resistance for the end. Had it worked, your followers in Parliament would have watched unharmed as their colleagues were dying around them. They did n't know that you had given them the antidote - at one of your ceremonies I suspect. Instead, they would have believed it was magic and that you harnessed the ultimate power.

You hated your father and the other members of the Temple of the Four Orders for what they did to you. How satisfying it must have been to use their own system against them.

You better hope that it's nothing more than superstition as you performed all the rituals perfectly.

First, the world will see you for what you are. Then you will hang. properly this time.

Good afternoon. I was trying to deduce the manner in which Blackwood survived his execution. Clearing your good name, as it were. But it had a surprisingly soporific effect and I was carried off in the arms of Morpheus, like a caterpillar in a cocoon.

Cleverly concealed in the hangman's knot was a hook - I believe my legs have fallen asleep. I should probably come down.

The executioner attached it to a harness, thus allowing the weight to be distributed around the waist and the neck to remain intact. My lord, I ca n't feel my cheeks. Might we continue this at ground level?

I managed it with braces, belts and a coat hook. Please, Watson, my tongue is going next. I'll be of no use to you at all.

There is a toxin refined from the nectar of the rhododendron ponticum. It is quite infamous in the region of Turkey bordering the Black Sea for its ability to induce an apparently mortal paralysis. Enough to mislead a medical mind even as tenacious and well - trained as your own. It is known locally as -

He is demonstrating the very effect I've just described. He does n't mind.

The wire - free invention was the game all along. Imagine being able to control any device simply by sending a command via radio waves.

Wager, Watson. I thought those days were behind you. Excellent deduction, however.

Blackwood's wire - free invention was the game all along. It is undoubtedly the more dangerous and the more valuable of the two.

inside . Big , uniformed guys assemble their weaponry - a 19th century SWAT team . One man stands out as a leader , older than the rest , INSPECTOR LESTRADE . A man in plainclothes sits to one side of the officers : DR. JOHN WATSON , physically as tough as anyone else in the carriage , but with a more pensive air about him . A thinking man of action .

Almost tipping over , the carriage turns onto the Embankment and hurtles through the writhing fog along the river . As the carriage banks , we see Holmes cut across the carriage path again , taking a line the horses can not follow . ANOTHER ANGLE Holmes bursts out of an alley , sprints round a corner and runs across a courtyard to a side door . WE PULL BACK to see the FACADE OF ST. PAUL 'S CATHEDRAL .

Holmes enters through the door and stands at the top of a stairwell . He takes a moment to recover ; he 's fit , but not as fit as he used to be . Holmes descends the stairwell to a door and a spiral staircase beyond it . He stops at the doorway and peers round the corner . A lantern glow ascends the spiral stairway towards Holmes . Holmes withdraws into the shadows behind the door . A BOWLER - HATTED MAN ascends the stairs , carrying the lantern and a gun . He peers behind the door and holds the lantern up to the shadows , but does not see Holmes , who has pulled his black jacket up to conceal his face . The man swings the lantern away again . He peers about , confused . We see Holmes ' eyes from the shadows , as he lowers his jacket and thinks through his plan of attack .PRE - VISUALIZATION IN VARI - SPEED FOCUS ON the spot behind the man 's right ear , just at the top of the jaw - the most vulnerable point . Holmes launches a hammer blow , and we ramp from 24 fps to 400 fps -LRB- ULTRA SLOW MOTION -RRB- as he makes contact . The man 's head is thrown back as he spins round .BACK TO 24 fps . The man 's mouth opens to cry out . We RAMP BACK UP TO 400 fps as his Adam 's Apple is struck with a precision karate chop , strangling his scream .BACK TO 24 fps , RAMPING TO 400 fps as a devastating knuckle - punch to the liver doubles up the bowler - hatted thug and crumples him to his knees . SECOND - TIME ACTION - SUPER FAST REPEAT OF ABOVE Holmes flashes out of the shadows , moving so fast that we can barely see what he 's doing . THWACK ! Hammer blow to ear . CRACK ! Karate chop to throat . WHAP ! Knuckle punch to liver . BACK TO NORMAL MOTION as the man crumples to the ground , Holmes takes his bowler hat from his head and flips it onto his own in one super fast move . Holmes drags the battered man into the shadows , lifts his lantern and proceeds down the spiral staircase . POV - BOTTOM OF THE SPIRAL STAIRCASE Another bowler - hatted THUG approaches the bottom of the staircase . He has seen the lantern light . He draws his gun and approaches . Holmes places the lantern on the post at the bottom of the bannister , ducks down into the shadows .When he gets no answer , the THUG points his gun to where we saw Holmes hide . But Holmes appears from the shadows behind the THUG , reaches around him , grabs his gun hand and pistol - whips him twice with his own gun , dropping him . Holmes extracts a cigar from the Thug 's top pocket and sniffs it appreciatively .He jams the cigar in his own top pocket , picks up the man 's bowler and proceeds on , further down into the crypts .

TWO HARD MEN in bowler hats stand guard . ANOTHER ANGLE Holmes surveys the scene AT A DISTANCE , out of sight . Eyes alive with intelligence , processing angles when - A HEAVY HAND falls on his shoulder . PULL BACK to reveal - -LRB- The following exchange in whispers . -RRB-Watson hands him his pistol . Holmes looks at it with distaste , does n't take it .This is what they do . This is what they like . ANOTHER ANGLE The two HARD MEN on guard turn fast and gather together as they hear footsteps approaching .He can see the hat , but not the man underneath .Watson takes out the two men . He is more of a brawler , using headbutts , knees , and elbows . Less artful , but no less effective .

Thugs dispatched , Holmes and Watson look down and see a chilling sight . A WOMAN IN WHITE LIES INSIDE A CRUDELY - PAINTED PENTACLE -LRB- five - sided figure -RRB- , lit with candles at each corner . Her eyes roll back in her head , trance - like . A sword has been placed at her feet . A HOODED FIGURE KNEELS INSIDE A DOUBLE CIRCLE next to the pentacle . This is LORD BLACKWOOD . We do not yet see his face . ANOTHER HOODED FIGURE stands on the edge of the ceremony , shrouded in shadow . We do not see his face . Suddenly , the woman rises up like a broken puppet , as if pulled to her feet by invisible hands . Some kind of ritual is about to climax . Holmes and Watson head down , fast , not caring if they make a noise or not . Their footsteps echo .

The second hooded figure moves back and melts into the shadows . Still kneeling , still hooded , Blackwood chants softly , Latin incantation repeating and repeating . ON THE WOMAN as her lips start to move in time with the incantation . This is spooky , real , powerful stuff . Holmes and Watson leap from the stairs to Blackwood 's level . Blackwood simply ignores them . The Latin incantation never stops . Holmes is closer to the girl , Watson closer to Blackwood .The girl bends with alarming and mechanical suddenness , picks up the sword and turns it on herself , ready to plunge the point into her heart . Holmes lunges , grabs the woman 's arm , disarms her and pulls her out of the pentacle . She collapses . Simultaneously and eerily the candles extinguish and a rush of air departs the tunnel . Blackwood throws back his hood . We finally see his face . His eyes are intense , he is tapped into something dark and cruel . Holmes and Watson are shocked at his identity .Blackwood applauds softly , strangely .Watson raises his gun , trains it on Blackwood .Blackwood raises his hands in front of him , almost mockingly .That 's more than Watson can take . He moves in to pistol - whip Blackwood - - is stopped suddenly by Holmes ' hand grabbing his collar .Watson struggles forward against Holmes ' grip .Holmes seems to be pointing at Blackwood . Watson looks , sees nothing .Watson looks , and sees it and his eyes flare wide . INCHES FROM WATSON 'S RIGHT EYE is the needle - pointed end of a QUIVERING PIECE OF HIGH - TENSILE WIRE , almost invisible - - the other end held between Blackwood 's hands . A really nasty concealed weapon . One more step and Watson gets impaled in the eye .We hear heavy boots on the balcony , as Lestrade and his men finally appear . POLICEMEN flood the area .Lestrade turns , frustrated . He watches his men yank Blackwood out of his double circle , put chains on him , while others carry the girl away on a stretcher . She 's still mouthing the incantation . Lestrade eyes the double circle , the pentacle , shakes his head , not understanding them . Grudgingly , reluctantly , hating himself for needing to , he turns to Holmes .Holmes sticks the villain 's cigar in Lestrade 's pocket and - - A POLICE PHOTOGRAPHER lifts his massive camera . FLASH ! An explosion of light and sparks as a 19th century flashbulb pops . The SCENE is FROZEN bright for a split - second and then it FADES . CREDIT SEQUENCE BEGINS , MUSIC AND TITLES OVER -

The fifth one was so scrawny, it was over before I'd finished the first incision.

So now you're curious as to whether there's a larger game afoot, and that's why you're really here.

Allow me to enlighten you. Your mistake is to imagine that anything earthly has led to this moment. Your error in judgement is to assume I've been holding the brush at all - I am merely the channel.

Those lives were a necessity, a sacrifice. Five otherwise meaningless creatures called to serve a greater purpose.

Mr. Holmes, you must widen your gaze. I'm concerned you underestimate the gravity of coming events.

For you and I are bound on a journey that will twist the very fabric of nature.

I sense fragility beneath your mask of logic, and it worries me. Steel your mind, Holmes, I need you.

Pay attention! Three more shall die, and there is nothing you can do to save them. You must accept that this is beyond your control, or by the time you realize it was you that made it all possible it will be the last sane thought in your head.

You ca n't fight it. It comes from a power greater than yours. You can only surrender.

My powers and my assets - munitions, shipping, industry - they were given to me for a purpose. A magnificent and simple purpose. A different future. a future ruled by us.

You've made policy in secret for centuries. Now, you'll make it openly.

The first act is a necessary one, for without death there can be no rebirth.

. at noon tomorrow, we will take the first step towards a new chapter in history.

England will know our power. Then, the whole world will. Across the Atlantic lies a colony that was once ours, and will be again. Their civil war weakened them ; their government is as corrupt and ineffective as ours. We'll take it from them.

With their resources and our power, we'll remake the world, we'll create the future.

` And behold, I am alive forevermore, and have the keys of hell and of death. Amen.'

I cautioned you to accept that this is beyond your control. Now you see the truth for yourself.

I want you to bear witness. At noon tomorrow, the world as you know it ends.

And because I appreciate your help, Holmes, I have a gift for you.

She followed you. You led your little lamb straight to slaughter.

And now it dawns on you, you begin to recognize your part in his play.

Did n't you wonder why it was so easy to catch me? I told you I needed five lives for my resurrection. Why would I take a sixth under St. Paul's?

Unless I simply wanted to be caught by the great Sherlock Holmes.

so I could die on the biggest stage of all. You made me what I am.

You seem surprised. Did you really take me for a man who could be dispatched like a truculent servant? I see before me a conspiracy of arrogant old men puffed up by the illusion of their own vainglory. In your hands this once great parliament has become nothing more than a drunken satyr, stumbling about the world's stage seeking nothing more than to satiate your own lust and gluttony ; your britches stained by the incontinence of your hypocrisy. I will not sit idly by and watch you violate the innocence of the public trust as you drag this great Empire into the quagmire that your pride has dug and filled with the excrement of your corruption. I am here to change all this.

I planned to kill a handful of senile old men to make this empire strong. but now because of you thousands are going to die.

All I have to do is break this cylinder. The wind will do the rest. And you'll be the first.

We'll see about that shall we. It's a long journey from here to the rope.

Look at those slabs of marble - they're half a ton each if they're a pound - smashed outward like they were nothing.

We're digging it up now. The witness is over there. You can question him if you like - but you wo n't get much.

If you lot do n't stop behaving like a bunch of superstitious milk maids, you're on double - time! You're an embarrassment! Also, you're forbidden to talk about this to anyone, not a word. Are we bloody clear on that?

The witness stated that he saw Lord Blackwood rise from the grave.

You know, in another life, you'd have made an excellent criminal.

We do n't have time. I've an office full of policemen hanging crosses over their desks. A public that's working itself into a frenzy.

Try to behave yourself. They just paid a small fortune to bail you out.

Begging your pardon, m ` lord, I know it's unorthodox, but Mr. Holmes has been making serious accusations about you and the order, sir.

It'll be a hell of a trick if Blackwood comes back from this one.

Now you're going to be even more arrogant and insufferable than ever.

Dim light from a burner heats fluid in a jar , a bench strewn with scientific equipment . Gloved hands mix chemicals in a tray , a piece of photo paper on top .

Another pair of hands search urgently through a row of alphabetized files , coming to rest on the letter `` H. '' A bunch of `` H '' clippings hit the desk . The top one reads : STUDENT AND ARMY DOCTOR SOLVE LONDON MYSTERY ! A photo of Holmes and Watson in their 20s at a crime scene . Their eyes are shut for the photo , unaccustomed to flashes .

Hands flip through more papers , more headlines : STUDENT AND DOCTOR BEAT COPS TO THE PUNCH AGAIN ! ROOMMATES SOLVE BRIXTON MURDERS ! Another picture of Holmes and Watson . This time , they look more confident , the article bigger . Another headline : HOLMES AND WATSON OPEN FOR BUSINESS . Holmes and Watson stand in front of 221 Baker Street .

A negative is clipped over the paper . A sudden flash of light as it is exposed .

Another headline : DOCTOR AND DETECTIVE FOIL JEWELRY SCAM ! A picture of Holmes and Watson , holding a goose by its feet and smiling . The men are front page news now . More headlines and photos come fast : LONDON DUO DO IT AGAIN ! A shot of Holmes and Watson , older , shaking hands with a royal . HOLMES AND WATSON SOLVE SEVERED EAR MYSTERY . CELEBRATED DETECTIVE PROVES GUILTY MAN INNOCENT . More and more headlines , Holmes and Watson getting older , solving crimes , and . The files are moved to another desk where hands punch text on a vintage typewriter : `` CATACOMB KILLER IS INDUSTRIAL TYCOON LORD BLACKWOOD . ''

A hand yanks the paper from the typewriter and onto a desk where a typesetter begins to assemble the story in blocks of lead type . Upside down and back to front we see the words `` SHERLOCK HOLMES , '' one metal letter at a time .

A roller dripping with ink rolls over the story we have seen assembled along with an engraving of the image . The whole thing is fed into a printing press , a whirring mass of wheels and gears . Papers are bundled and tied , then distributed until one lands face - up outside the door of : 221 BAKER STREET , where we see the headline `` CATACOMB KILLER CAUGHT ! '' The photo of Holmes and Watson sits above the fold , dominating the front page . TITLE SEQUENCE ENDS .

Autumn has turned to winter . SUPERIMPOSE : THREE MONTHS LATER FROM A RAVEN 'S POV We FOLLOW a lady , MRS. HUDSON , walking down the street with the day 's shopping . She picks up a paper with the day 's headline `` BLACKWOOD HANGS TOMORROW : CLAIMS PACK WITH THE DEVIL . '' She continues down the street until arriving at 221 Baker Street . A raven lands on the entry gate , she shoos it away , walks up the steps , and inside .

Watson takes a blood pressure cuff off CAPTAIN PHILIPS , an OLDER GENTLEMAN who sports an array of medals . The room is a tribute to military and medical order - all is neat and tidy , everything in its place .Watson is pleased by that .BANG - BANG - BANG - BANG - BANG ! A dozen GUNSHOTS O.S. Captain Philips hits the floor , terrified . Watson suppresses extreme irritation , writes a prescription on a piece of paper , then helps Captain Philips to his feet .He heads out , letting his aggravation show once his back is turned to his patient .

Tell me something - your new offices. There wo n't be so many stairs, I hope?

As Watson exits his apartment and moves down the hall , MRS. HUDSON , his landlady , shoots up the stairs with the paper . Her nerves are almost as bad as Captain Philips ' .Which is a relief to Mrs. Hudson .Captain Philips emerges from Watson 's apartment , heads towards them .Mrs. Hudson 's already - frayed nerves take a turn for the worse . Watson takes the newspaper from her .Watson heads down the hallway to the last door . A tendril of smoke wafts out from under it . Urgent . Nonetheless , Watson stops , takes a deep breath , gathers himself . Something like this has happened before -LRB- is , in fact , Holmes ' usual brand of chaos -RRB- the difference being , now , that Watson is sick to death of dealing with it . Which does n't mean he wo n't . Newspaper in hand , Watson opens the door , pokes his head in , cautiously . He sees -

What will I do when you leave? He'll burn the house down around me. What will he do? Could n't you have a longer engagement?

Watson squeezes through the doorway to find that the obstruction is Holmes who is sitting in the dark on a chair , blocking the door , aiming a gun -LRB- with an odd contraption fastened on its barrel -RRB- at the wall . Unadulterated chaos . A series of FLAMING BULLET HOLES blasted into the wall in the -LRB- ragged -RRB- initials `` V.R. ''Watson heads towards the conservatory .Watson pulls open the curtains allowing the light to pour in .Watson passes him heading to the other side of the room -LRB- possibly grabs the gun -RRB- picking up a pile of open letters from a table .Watson whips open more curtains and opens a window . Holmes crawls on his hands and knees over to a table where he finds his sunglasses and puts them on . Watson sits on a chair and begins to leaf though the letters .Watson hands Holmes the newspaper .Awkward pause . Cough .Mrs. Hudson enters carrying a tray of bread and tea . She is steeling herself for this interaction .Mrs. Hudson crosses to Holmes and puts the tray before him .She goes to remove an old tray from behind him .She ignores him and removes the tray then crosses back towards the door noticing a bulldog lying unconscious under the table .Watson jumps up . His bulldog , GLADSTONE , lies on the floor in a drugged stupor .Watson 's finally had enough .A little smile from Holmes .The dog wakes up and runs out .Watson exits , leaving Holmes alone in his own chaos . For the first time , we see a hint of fear in his eyes .

Holmes sits in the center of a booth waiting for Watson to arrive . He is quite uncomfortable in this setting . WE SEE HIS OBSERVATIONS - he picks up little pieces of information from the other guests . He notices the details on a pair of gentleman 's cufflinks , the name on a bottle of wine , a surreptitious argument between waiters . It all becomes quite overbearing . And then Watson and Mary arrive , talking , intent on each other - surprised when they realize Holmes is already there .Holmes looks at MARY MORSTAN - looks again . She 's beautiful , 30s , and clearly a woman worth marrying . Holmes stands . She extends her hand .Holmes gestures politely , they sit , Mary and Watson on either side of him . There is a decanted bottle of wine on the table .Watson likes that , Holmes less so - a forced chuckle .Mary laughs .Holmes and Watson exchange a glance - not a good idea .Watson 's getting nervous , reaches for the wine . Holmes stops him .Mary nods .The WAITER appears .Watson gives Holmes a hard look : that 's a bit much .He shakes his head , pours wine for all .Both Watson and Mary scorch Holmes with their eyes . Holmes pauses . pauses , then :Holmes ' mind has gotten away from him . He begins talking faster , intensely focused , manic .As Holmes talks , Watson gets up , moves to help Mary to her feet . They 're leaving .Mary throws Watson 's wine in Holmes ' face . The restaurant goes silent . She turns to leave , turns back .Now she leaves -- and Watson goes with her . Holmes lets the wine drip down over him .Holmes is left at an empty table with wine running down his face . Their orders arrive - an array of plates piled high . The waiter puts them down , Holmes very carefully unfolds his napkin and places it into the top of his shirt , spaghetti style , takes his knife and fork and begins to cut the meat - then pauses , looks around . HOLMES ' POV Happy couples eating , laughing , talking . Suddenly , Holmes hears no words . He just sees their mouths moving . The sound of silverware clinking and scraping on fine china rises to an ORCHESTRAL ROAR - - which becomes the ROAR of a BLOOD - THIRSTY MOB as a fist smashes into a face with a MEATY THUD .

The pleasure's mine. It really is a thrill to meet you, Mr. Holmes. I've a whole stack of detective novels at home. Poe, Wilkie Collins.

They can seem a bit far - fetched sometimes, though. Making these grand assumptions out of tiny details.

With all due respect, Mr. Holmes, you know him. But what about a perfect stranger? What can you tell about me?

Right on all counts but one. I did n't leave my fiance. he died.

Is that the best you can do? I'm disappointed, but not surprised.

If anything happens to him, both our lives are lost. Do you understand that? Can you? -

Try not to be too late for dinner with my parents and. be careful.

Holmes staggers back from the blow . He tastes his own blood from a split lip . It interests him . He is stripped to the waist , all sinew and gristle . His opponent , McMURDO - huge but flabby - bangs his fists together and moves in . Bets rage back and forth through the pressing CROWD . HOLMES ' POV The room and the fight are calm - the sounds muffled and indistinct - a complete sensory reversal of his experience in the restaurant . This is soothing to him , the ring is the only place where his mind stops racing . He 's able to feel , not just think . He is utterly in the moment . Holmes ' hawk - sharp gaze darts down from McMurdo 's face to his muscles as they flex , giving him just enough warning to move his head so that a punch grazes him . BACK TO SCENE McMurdo throws a storm of punches , most of which Holmes ducks or blocks . He throws nothing in return , sometimes even drops his hands , just using his reflexes to protect himself . Once or twice , he reaches out and gently touches McMurdo 's face or throat , when the big man leaves an obvious opening . But that 's all . Holmes is completely in control - - until he notices a face at ringside . CLOSEUP ON A BEAUTIFUL WOMAN Early thirties , a look of pure intrigue in her eyes and a slight smile on her lips as she watches the detective . Holmes ' POV returns to normal when he sees her , the sound floods back into the room . McMurdo senses his opponent 's lapse in concentration and steps on Holmes ' foot , tramping him and - He knocks Holmes down with a thunderous right . Holmes rolls over , stands , shakes his head to clear the cobwebs . He looks for the woman . She 's gone . He turns back to McMurdo , smiles .Holmes begins walking away . McMURDO Oi ! We ai n't done here .Face twisted in disgust , McMurdo strides forward and SPITS CONTEMPTUOUSLY at Holmes , catching him on the back of the head . The crowd falls silent . Holmes stops . Feels the back of his head , smells his hand .He turns . Steps back into the ring . The crowd applauds , working into a fever pitch , but from Holmes ' POV , all is calm . His eyes tick slowly , scanning McMurdo , locking onto the big man 's knee : A little scar - tissue , nearly invisible . As McMurdo braces for combat - Instantly Holmes unleashes a series of superfast moves , incorporating exotic martial arts . The blinding combination culminates with a spinning kick to the big man 's knee , which buckles altogether wrong . McMurdo falls , over and out . Holmes is already turning away before the giant hits the canvas . He sees the crowd fall silent , they 're not sure if they like it , there really is n't any sport . He does n't care . Passing fellow fighters and flirty barmaids , Holmes strides out of the bar , battered on the outside , soothed inside . He grabs a bottle in his hand . Taking a huge swig , he climbs the stairs towards the upstairs rooms .

A candle shivers , casting jagged shadows . A row of stone cells . The sound of prisoners SCREAMING in the dark . A full - scale riot is on . Five GUARDS charge down the corridor , banging on the doors to quiet the prisoners . The GUARD CAPTAIN approaches a young guard , CHARLIE , who is frozen on the spot .The Guard Captain continues around the corner . We see another guard , JACK , lies convulsing on the floor .The guards pick Charlie up and carry him away .

It's Jack, he tried to stop Blackwood from doing his spells. And now he's in some kind of fit.

You do n't get nothin' ` til you stop this devil nonsense. That's a holy book -

Blackwood sits dead center in the dark . Eyes closed , WHISPERING ungodly sounds . On the walls the scrawls of a madman : wild symbols , sketches of animals , a headless sphinx , an upside - down cross . A hint of some method to his madness .Blackwood closes his eyes again , resumes his soft murmur .Blackwood starts whispering FASTER . LOUDER .Suddenly , the Captain starts COUGHING . He 's confused . He coughs harder . Prisoners watch him stumble backwards . Blackwood keeps whispering . The Captain falls to one knee , keeps coughing . Finally the Captain COUGHS SOMETHING UP , spits it out onto the stone floor . He looks down , horrified : It 's a small CATHOLIC CROSS on a chain . Prisoners start SHOUTING . The RAVEN at Blackwood 's windowsill flutters away . Other guards run up , terrified .Guards pull the Captain away . The remaining guard picks up the cross , stares at Blackwood , chilled . Blackwood 's eyes snap open .

The fighting is over and the pub is closing . Only a few people remain cleaning up , mopping the beer and blood . Watson enters fast , looks around , and moves upstairs .

Watson walks down a dingy hallway towards a door . With a look of resignation , he opens the door to see Holmes sitting alone in the sterile , barely furnished room . Holmes faces the corner , playing scales on his VIOLIN . On the table next to him , an upside down BEER STEIN and an assortment of prescription medicine bottles . Watson approaches , sees Holmes has bloodshot eyes from lack of sleep . Watson picks one of the medicine bottles which is open .No answer . More scales . Watson approaches , sees Holmes has bloodshot eyes from lack of sleep . The beer stein is full of FLIES all buzzing about .Holmes plays a different scale , the flies all stop moving , stick to the glass .Watson picks up the glass , lets loose the flies . Holmes looks up ; Watson 's already moving for the door , pissed .But Watson 's already out the door .

Watson and Holmes ride in a cab , passing familiar landmarks as the city comes to life . They sit in silence , tension hanging between them . Finally Holmes grabs Watson 's bag , rummages around and pulls out a clean white shirt . Watson looks out the window , frustrated . He sees THE HALF - CONSTRUCTED MASS OF TOWER BRIDGE . Near ground level , workers take down a large BLACKWOOD STEEL sign .No reply . As Holmes is taking off his jacket , he reaches into his pocket and pulls out a wad of money .Silence . Holmes takes off his shirt .Silence . Holmes pulls on the clean shirt .Silence .Watson punches him square in the face .Holmes rubs his jaw .Watson 's steaming . Holmes puts on his vest .Holmes hands him the waistcoat which he promptly tosses out of the carriage window . Holmes frowns , looks out the opposite window .

Already a CROWD is gathering outside the jail , papers are for sale , Blackwood 's death is the headline . Religious zealots and occultists swarm . Police keep them away from the entrance . Holmes heads inside , Watson stops .

A pale , nervous GUARD leads Holmes down the shadowy corridor . All the cells are now EMPTY .Holmes can see how spooked the Guard is .The Guard high - tails it out of there .

We had to move ` em, sir, otherwise we were going to have a riot on our hands. There's something about him. it's like he can get inside your head.

Holmes approaches Blackwood 's cell , strolling insouciantly . No way this creep 's getting to him . In the shadows he can barely make out Blackwood , who 's reading aloud to himself . Holmes listens , getting closer .Blackwood pauses , turns , sees Holmes . They share a smile - two heavyweights sizing each other up .Suddenly , Blackwood is right at the bars , close to Holmes .Despite the bars between them , the men are close together . Holmes seems to be studying Blackwood 's ear .Holmes steps back , shakes his head .As Holmes walks away , Blackwood calls after him .

Holmes walks down the corridor , meets Lestrade and a PRIEST . The place is bustling with cops and officials .Holmes looks at the priest .

The room where the execution takes place is packed to the rafters with senior officials , members of the government and cops . We get a good look at some of the faces . Watson is there too . Blackwood walks up into the noose . A SHOT OF GATHERED WITNESSES AND OFFICIALS A SHOT OF THE EXECUTIONER A SHOT OF BLACKWOOD smiling malignly . His final words :A SHOT OF THE HOOD going over Blackwood 's head . A SHOT OF THE NOOSE slipping around Blackwood 's neck . A SHOT OF THE PERSPIRING PRIEST clutching his Bible . A SHOT OF THE TRAP DOOR opening . Legs fall through and yank tight . A SHOT OF WATSON checking Blackwood 's pulse . He pronounces Blackwood dead . The show is over .

Holmes is out cold , lying on his tiger skin rug . CRACK ! His eyes fly open . CRACK !REVEAL : Irene Adler sits on the stairs near Holmes ' lab , cracking walnuts . She stands and Holmes watches her every move as she crosses to him . She leans down , putting the walnuts in front of him and flashes him a smile .Irene gets up to cross the room . Only once her back is turned does Holmes lever himself upright , stunned by this intrusion . As soon as she clears he quickly moves over to a concealed safe . He tests the door to make sure it 's still locked .As she passes a small table that has been outfitted with tea , dried fruit , olives , etc .Irene grabs a file from Holmes ' desk .Irene opens the file , flips through newspaper clippings and police reports , her back to Holmes .Holmes stealthily turns down a photo of Irene , just before she turns back to face him .Holmes reaches for Irene and pulls on a chain around her neck , revealing and enormous diamond .They move to sit at the table .TRACK INTO Irene 's hypnotically beautiful eyes . Holmes almost melts . Then , Irene reaches for something inside her jacket and Holmes grabs her hand .Irene pulls out an ENVELOPE .She hands him the envelope .Just for a brief moment , she ca n't hide the anxiety in her eyes .She stands and pulls out a large bag of coins .She ignores him . Holmes examines the envelope . On it is stamped the letterhead of the Grand Hotel . She pauses behind him as she exits .As she walks out she puts her photo back upright .

I brought a few souvenirs. Dates from Jordan, tea from Ceylon and olives from Cyclades. I thought we'd have a little tea party to cheer us up.

Theft of Velasquez portrait from the King of Spain. Missing naval documents lead to resignation of Bulgarian Prime Minister. Scandalous affair ends engagement of Hapsburg Prince to Romanov Princess.

He snored. I'm Irene Adler again and I need your help to find someone. There's nobody more brilliant or who knows London better than you. Plus, it's a wonderful opportunity to see you again.

Not for money, but for me. I wager he'll find our man within twenty - four hours.

Oh, look, a wallet. Does n't look like yours, does it? And - naughty boy - here's another one. I'll return them, shall I?

If you're going to watch me take my clothes off, Sherlock, the least you can do is help me with the buttons.

To watch a lady undress without her permission is a criminal offense, Sherlock, and could get you into a lot of trouble.

Wonderful. Case closed then. Your services are no longer required.

This is the only way it could ever work between us, Sherlock - one in shackles, the other with the key.

But free. And on my own terms. Just like you - well, not you at this exact moment -

If anyone asks, please let them know that Mr. O'Neil did n't have time to check out.

What were you doing consorting with a married business traveller in his hotel room is something you'll have to explain for yourself.

In some countries steam is considered excellent therapy for the skin.

Blackwood's manufactured large - scale weapons for years. Lately there've been rumors of something new. More powerful than anything else. And. magical. My job is to find out if the rumors are true.

Not quite, doctor. Let me make it simple for you, with a lot fewer words - I'm what's called a woman.

I'd tell you I'm sorry, that I wish things could be different but you would n't believe me anyway.

You were right, he is a professor. Moriarty. Key's in the watch pocket.

Irene descends the stairs just as Watson is coming in . He lifts his hat , waits for her to pass -- does a speechless double - take when he sees who it is . Irene keeps moving .

We PICK UP Irene crossing a street . She passes a DARK ALLEYWAY . Pauses . Looks . She turns into the alley . HOLD ON the alley for a long beat . Too dark to see much in there . IRENE emerges from the alley holding a lovely bunch of roses . She sniffs them appreciatively , walks on . IRENE approaches a waiting carriage , looks around her , gets in .

Irene sits , turns to address a man - shaped shadow filling the opposite corner of the carriage . Before she can speak , a gesture from the shadow stills her . This is PROFESSOR MORIARTY . Irene is made to wait as Moriarty finishes writing a complex mathematical equation -LRB- in astronomy -RRB- , folds the paper to reveal that it is addressed to THE ROYAL ASTRONOMICAL SOCIETY , cracks open the carriage window and slides the folded paper partway out . Someone waiting outside takes the paper , and their footsteps clatter away . Moriarty closes the window , and the carriage starts moving . A full beat goes by before he turns to Irene , finally prepared to engage with her .Suddenly , the coach comes to a halt , they lurch forward .

A rough - looking BEGGAR wearing an eye patch has fallen under a wheel of the coach .The Beggar is up , limping toward the window where Moriarty and Irene sit . He has disgusting blackened teeth .He reaches toward the window . Within a nanosecond , Moriarty extends his hand into which a PISTOL appears , delivered by a concealed mechanism -LRB- Travis Bickle style -RRB- . The gun rests on the Beggar 's forehead . The cold eyes of the man that holds the weapon bore into the skull of the Beggar , who backs off in fear . The carriage moves on .

Holmes is washing his face in a basin on the other side of the room , completely transformed now , utterly alive . Watson approaches , very concerned , almost enraged .This is a hopeless cause - Watson wo n't stop .Holmes looks like he 's had enough .Holmes grabs the envelope back .Holmes picks up his violin .Holmes plucks his violin , the notes play over a FLASHBACK of the previous scene , all from HOLMES ' POINT OF VIEW . FLASHBACK -

We see Irene step out .Once Irene leaves , he steps quickly to a window , and looks out to see her walking down Baker Street , turning down an alley . He bolts into -

He sees Watson coming up the stairs . Before Watson can speak , Holmes snatches his coat and runs down the other end of the corridor . He JUMPS out the window to -

Holmes flies from the window and lands neatly on a tin roof . The jump to the next level is a more taxing prospect . Holmes weighs the distance and hurls himself down with a determined look . He lands just right .

Holmes jumps off the shed , heads for the street one block over from Baker Street .

He runs down the mews in great haste , stops at the same alley that Irene disappeared into - but at the other side . HOLMES ' POV DOWN ALLEY from concealment : Irene walks towards a MAN HOLDING A BUNCH OF ROSES .Even without the man - who is scrofulous and sly - no woman in her right mind would go down this alley .

Got some roses for you, sweetheart. Cut you a deal ` cos you're so pretty.

The man with the roses beckons Irene forward . Another man steps in behind her , trapping her . He closes in to grab her - - and WHAP ! WHAP ! WHAP ! Gets three cosh - strikes across the chin , dropping him immediately . Still holding the roses , the man finds himself smacked up against the bricks with Irene 's hand over his mouth . Quick as a snake , she slices upwards with a razor - sharp knife , cutting his belt , then his clothes , all the way to his collar . The move ends with Irene 's finger over her own mouth , signalling the mugger to be quiet . He obeys , eyes bulging . Irene frisks him expertly . She 's mugging the mugger . There is excitement in her eyes ; this turns her on .She takes both wallets , takes the roses -- and leaves , stepping daintily over the crumpled man on the floor . On second thoughts , she turns back , takes his wallet too , then leaves . ANGLE ON HOLMESHe hurries after Irene down the alley .

Holmes exits the alley , catches a glimpse of Irene through a STREET FAIR , which is being assembled . Holmes picks up the pace . He snatches a HAT from a one - eyed old BEGGAR with his hand out . He drops a coin in his hand , then another coin and snatches the beggar 's eye patch too . He runs past a coal cart , snags a lump of coal , rubs it on his face and hands , then pops it in his mouth , chews it to blacken his teeth . He pauses to singe the sleeve of Watson 's coat on a fairground fire - breather 's flames , runs on .

Holmes emerges as the beggar we saw previously . Again he stops the coach and again the gun comes out , but this time we can see that Holmes gets a view of the man on the other end of the weapon before the carriage pulls away .

Holmes strums one more chord on his violin , thinking . Irene 's bag of money still sits on the table .Holmes motions to the bills .He turns to see . CONSTABLE CLARK standing at the door . Breathless , pale , scared .Watson walks into his office .They all move to the exit .Clarky laughs .

It's Lord Blackwood, sir. It appears he's come back from the dead.

A groundsman saw him walking through the graves, just this morning.

Well, it's a good thing she was offended or we'd never have found you. The inspector's been over to Baker Street himself this morning.

We've checked everything. No sign of a break - in. The Butler did n't hear anything. The body was in the tub, eyes wide open -

There's an order for your arrest all the way from the top, sir - so you'll have to hit me now.

Mr. Holmes. Inspector Lestrade asks that you come with me, right away.

It's one of our sergeants, sir. He went missing in the sewers, the day you stopped Lord Blackwood. Well, a maintenance man found his body this morning. We believe the sergeant was our first man on the scene. Shot in the head.

Judging by the estate , Blackwood comes from old money , and lots of it . We FOLLOW the carriage hurrying Holmes and Watson forward .

Generations of wealth buried in moss - covered marble memorials . Not a place for a picnic , not even on a bright sunny day - and it 's starting to rain . A COP stops the carriage , opens the door . Holmes and Watson exit , Watson carries a black leather FORENSICS KIT . They walk up the pathway towards the Blackwood Family Crypt . Watson barely lifts his head , scanning the ground while Holmes appears to have taken an interest in a clump of trees in the distance .Police lamps light one large marble CRYPT . The cops are in tight clusters , whispering to themselves , spooked . They 'd rather be anywhere but here . As Holmes and Watson approach , they see the marble doors of the crypt have been BLASTED OPEN FROM THE INSIDE . Holmes and Watson share a quick glance - this is interesting . Lestrade emerges from the crypt . He is sweating , shaken . Holmes offers Lestrade his handkerchief , Lestrade waves it off .On second thought , Lestrade does take Holmes ' handkerchief .Holmes inspects the door , checking the hinges . He notices the Blackwood CREST , and the image of a SPHINX .The old GROUNDSKEEPER , pale and terrified , stands out of the rain under an ancient cypress tree . Watson heads for him . Holmes disappears in the opposite direction . As soon as their backs are turned , Lestrade marches over to a nervous knot of cops , grabs a fistful of blue in each hand , drags his boys in close . He does n't want Holmes or Watson to hear this .The cops nod , duly chastened . THE GROUNDSKEEPER mumbles the Lord 's Prayer under his breath . Watson immediately goes into doctor mode checking his pulse , looking in his eyes . The Groundskeeper just keeps praying . Watson takes a boiled sweet from his pocket , pops it in the man 's mouth and gently sits him down . Holmes walks over holding a small branch from a tree .Lestrade stomps up .Lestrade shakes his head . It has n't been a good day for him , or the Yard . There 's a clunk . They all turn to see the coffin has been extracted from the crypt . Four beefy , soil - stained cops emerge lugging the coffin . They place it on the ground , step back , crossing themselves , murmuring , plainly terrified . Holmes chuckles .But no one moves . The cops pass a CROWBAR around as if it were red - hot . Watson 's had enough . He marches forward - - snatches the crowbar away , jams it under the lid and levers it off with a slow , eerie groan . Holmes and Lestrade move forward , the cops move backward . The coffin is filled with EARTH , overflowing . They brush away a layer of dirt , to reveal . A DEAD BODY in the coffin . The body is a much smaller man than Blackwood , in everyday clothes , with red hair .Watson opens his forensic kit , disturbed . Vials , silver tools . He takes a CALIPER , begins examining the body .Lestrade hands over a nice fountain pen , still stunned . Holmes takes the pen and pries open the corpse 's mouth , revealing : two missing teeth in the man 's jaw .Holmes spots something glinting in the man 's dirt - filled pocket . He uses the pen to fish out : a POCKET WATCH .Holmes hands the pen back to Lestrade . Lestrade looks at it with dismay , takes it in Holmes ' handkerchief - a small measure of revenge . Holmes and Watson begin walking away from the crypt . Lestrade follows , anxious . Holmes shows him the dusty pocket watch .They all stop , suddenly . The old Groundskeeper stands in front of them , ready to unburden himself .All three men watch the Groundskeeper go . A sudden gust of wind moans eerily . They all want to get the hell out of there .

He was walking but his feet did n't touch the ground. And I'm not daft, I know what I saw and I know Lord Blackwood. He was as alive as you or me. It's not right. It's not natural.

Holmes stands in the middle of the street contentedly observing humanity . Watson ENTERS FRAME and hands Holmes a bundle wrapped in newspaper .Holmes complies hungrily and they start to stroll along . Watson appears preoccupied .Holmes pulls out a JEWELER 'S LOUP , screws it into his eye , and flips Reordon 's watch open . He examines the lid .Watson looks quite chuffed .Watson looks extremely pleased with himself until they turn a corner into a street where EVERY SECOND SHOP IS A PAWN SHOP . His face falls .Watson shakes his head .WE SEE MADDISON & HAIG , PAWNBROKERS , RESPECTABLE , DISCREET , ahead of them there on Bow Street .A GYPSY PALM READER approaches Watson as he turns to leave .She grabs his hand anyway .Watson is so taken aback by the urgency and gravity of her tone that he does n't pull away .Holmes and Watson look at each other . She has their attention .Watson looks at Holmes .Watson snatches his hand away .Holmes feigns innocence .The Palm Reader looks at Holmes .Watson shakes his head as he pays the woman .Holmes swallows the last of his cod and casts the wrapping aside , pleased with himself .Holmes digs into a pocket , produces a wad of coins .Watson snatches the money , storms into Madison and Haig . Holmes is confused until he spots a sign in the window : `` Large selection of engagement rings for every wallet . '' Holmes starts to look a bit nervous . As he follows Watson , he is intercepted by the Palm Reader who grabs his arm .Even Holmes is taken aback by this .

I see two men, brothers. Not in blood but in bond. I see the letters S and an L, no. wait, a J.

I see a letter. the letter M. another M. Mary? You will be married. I see. I see.

I seen something in his hand. Darkness and great pain. Mortal peril. Warn your friend, he's not safe.

Holmes and Watson move down the street , the pawnshop behind them . Now Watson is smiling , and Holmes is not . Watson is beaming at : an ENGAGEMENT RING in a box .Holmes turns away , looks down at the TICKET he got from the pawnshop : an ADDRESS .He slows , looks up at a dark , dingy LODGING HOUSE . Some windows are boarded up .Holmes heads for lodging house . Watson checks his watch .

Holmes winds his way up a twisting flight of creaky stairs , finds a door with scratches on the keyhole . Holmes takes out his knife and goes to work on the lock . It is fiddly . It takes him a while . He kneels to get a better angle with the knife . CRACK ! Watson 's boot flashes past him as he KICKS the door off its hinges . Off Holmes ' pleased reaction , he gestures them inside .

The squalid doorway opens into a series of dark rooms . Watson lights a lamp which reveals details of an interior that stops them both in their tracks : From floor to ceiling , every available inch is covered in writing , biblical Latin and Hebrew . Scrawled - on paper and pages are tacked to walls and carved into the plaster , crucifixes punctuate the yards of text and collage , strange pagan charms hang from the ceiling .They move further inside where there is a hallway and a basic bedroom . Holmes inspects it , moves through a door .Watson puts down what he was looking at , goes towards .

Instantly , Watson covers his nose with a handkerchief .The room is stacked with an alarming amount of scientific and biological paraphernalia . Some of it gives off a distinctly electrical hum . Ungodly fragments of limbs and matter float in jars .In the center of the room , something ROTTING . An experiment generating a massive stench , a seething cloud of flies . Holmes and Watson step closer to see : DEAD FROGS . Eyes opened impossibly wide , their bodies frozen in strange contortions , as if mid - death - rattle . Holmes moves around the room , sniffing like a morbid perfumer . Watson does his best not to gag .Watson moves to the stove , sees a sheaf of BURNT PAPERS . He digs through them , finds one piece not as burnt as the rest . A CREST stamped on it , impossible to read . Watson digs through his forensic bag , pulls out vials .Holmes shuffles a few bottles , tosses one to Watson . Watson catches it , starts pouring the acid , another chemical on a clean sheet of paper . Holmes senses something , moves into the next room . He stops at an open window , smells the CURTAINS :Watson presses the chemical - soaked paper onto the burnt paper .Watson keeps rubbing the paper together , puts it by the lantern . Slowly , faint words APPEAR on the blank page . Ghostly chemistry . Watson sees the crest is Blackwood 's .Holmes gets a whiff of something , raises an eyebrow . He starts walking back to the other room .

BOOM ! The door WHIPS open . TWO THUGS spill into the room . They are followed by DREDGER , a huge man , just shy of seven feet tall and pushing 400 pounds , slightly deformed , who follows them into the room . He sucks on a twisty stick of barley sugar -LRB- Victorian hard candy -RRB- . They stop , surprised to see Holmes and Watson . Holmes ' eyes widen at the giant .Dredger is deadpan .The two thugs step toward Holmes and Watson .Watson meets the men in the middle of the room , swinging at them . As they dodge and swing back - Holmes grabs a standing lamp , sliding it into his hand as a weapon . He looks at Dredger , knows it wo n't make a dent . He keeps moving , swinging the lamp toward a CURTAIN . In the blink of an eye : He WRAPS UP the curtain , ripping it down , bringing the heavy STEEL ROD with it . He catches the rod , flipping it so the curtain - rings rain to the floor . He spins the rod expertly , SMASHING it into Dredger 's face . It stuns the giant for a beat , but quickly - Dredger LUNGES forward , trapping the steel rod under his arm . He grabs the rod and HURLS Holmes through the air , sending him flying into -

Holmes crash - lands on the table , scattering all the bottles and tools . He blinks , trying to gather his senses . He sees Dredger incoming , as - Watson tussles with the thugs , a bar - room brawler . Head butting one , kicking the other in the groin . The men whip out knives . Watson ducks and dodges , blades flashing on either side of him . One of the blades slices his shirt , ripping off his pocket , so - The ENGAGEMENT RING falls to the floor . One of the thugs accidentally KICKS it , sending it across the ground . As Watson follows the ring with his eyes , the first man HURLS his knife . Watson just barely ducks the blade , which SMACKS into the second thug , who falls . Watson fights the first thug , as he scrambles toward the ring .

Dredger bears down on Holmes . Holmes reaches out for some kind of weapon , anything he can grab . He snatches a SHORT SHAFT . A truly pathetic weapon . Dredger lurches toward Holmes , who swings the metal shaft desperately , and . the shaft SPARKS . ZAP ! A flash of light and crackle , and Dredger gets an ELECTRIC SHOCK that sends him flying back twenty feet -

Watson finishes off his thug and plucks the engagement ring off the floor , just as - Dredger flies through the air , SLAMMING into Watson , knocking him off his feet , and knocking the ring away . Holmes looks at the lightning rod in his hand , stunned by the efficacy of the weapon . Dredger tries to recover , climbing off of Watson . Holmes cranks his weapon . The rod sparks and hums . Dredger pulls himself up with the help of a water pipe on the wall . Holmes thinks quickly , then touches the other end of the pipe with the rod , and ZZZAPPPP ! The electrical current RUNS ALONG THE PIPE , and KNOCKS Dredger back twenty more feet . Watson spots the ring rolling towards the window , starts running for it , frantic as - Dredger rises , a clear change in his demeanor . He looks at the sparking rod and races for the window as well . Watson chases the engagement ring , bends down . just as he 's about to grab it . THUD ! Dredger 's massive foot STOMPS DOWN ON THE RING . Dredger gives Watson a cruel smile , then leaps out the window , landing atop a heap of coal . Watson glares as - Holmes blasts past him , leaps out the window . Watson picks up the ring , sees : The stone was knocked out of the setting , lost in the floorboards , the rest of the ring mangled . Watson darkens , grips his ruined ring , and heads out -

Dredger runs down the street , knocking people out of his way . Holmes gives chase , darting around people , trailing Dredger through the gates of a huge commercial shipbuilders . Watson brings up the rear , as -

Dredger runs towards a SLIPWAY , which holds the UNFINISHED HULL OF A LARGE SHIP . The vessel ca n't be far from completion ; it sits in a wheeled carriage designed to see it smoothly into water .

For now though , big wooden chocks hold it in place , the whole thing is attached to a heavy chain that coils back around the shed that they just ran through . Holmes trails the hulking form of Dredger into this network of struts . They weave through the shadows . Holmes sees one of the cables shifting slightly . He takes an angle to cut off Dredger , and - ZAP ! Holmes steps into Dredger 's path , hitting him with the lightning - rod , knocking him back . ZAP ! Holmes gives another jolt , but the shaft starts to LOSE POWER . Dredger knows there is n't much juice left . He reaches out , grabs the weapon and . smiles a terrifying smile . A moment of reckoning between Holmes and Dredger : The shaft slowly . sizzles . out . Dredger tosses the rod . And now , Holmes backs away , as - Dredger grabs a sledgehammer , and swings the hammer at Holmes , smashing some of the wooden supports , tearing others out of his way . The ship LURCHES forward .

Watson runs round the end of the building and sees Holmes scrambling under the half - built hull . Dredger in pursuit .

A police WHISTLE echoes through the air . Dredger turns for a moment , just long enough for - Holmes to launch himself at Dredger . They tumble down onto the massive runners on the floor of the slipway . Holmes wrestles Dredger 's head onto the runner and pins him down . Dredger kicks out viciously , splintering another chock . It 's the last straw for the support mechanism , the whole thing starts to creak .

Grappling frantically on the runners , both Holmes and Dredger look up as the HUGE CHOCKS holding the ship EXPLODE BACKWARDS - - the PROPELLERS on the stern of the ship start sliding down towards them .

Dredger looks up at the approach of the propellers - - Holmes charges into Dredger again , pulling him backwards across the runners . Dredger pulls Holmes down with him , Holmes ' head hits the ground hard . Holmes lies semi - conscious , eyes rolled back into his head , as the leviathan roars down towards him . The ground beneath him shakes , knocks his head against the runner - once , twice - as he blinks back into consciousness , he sees the great shadow sweeping over him . He 's doomed . And . The stern lurches to a STOP INCHES from his face . He opens one tentative eye , half expecting to find himself in the after - life , and sees black metal an inch from his nose . He realizes the ship has stopped , but he does n't know why . He tries to roll out of the way , as -

We see the chain extended taut as a tight - rope behind the half - launched ship . The SHIP squeals and groans as its timber supports buckle and crack with the weight of the tethered ship . A beat where the whole business hangs in limbo and . The timber finally gives way . The ship is free again , falling through the air - Holmes rolls sideways as the propellers slice through the air above his head - the hull screams past him with a sound like the side of the world being torn off - - and then the ship 's away , parting the Thames with a vast , frothy explosion of water . Holmes watches the ship drift gracefully out into the river - from vortex to serenity in a matter of seconds . A quiet beat . Holmes collapses back , great gulps of air disappearing into his lungs . He tries to pull himself to his feet , but Dredger 's bone - shaking punches have taken it out of him and he sags back to the ground . Watson arrives , helps him to his feet . They stagger back to the slipway where Dredger was standing . And they find : Nothing . No blood or trace . The big man is gone . The police whistles get louder , officers swarm the scene . They see the wreckage , the ship adrift , and . Holmes and Watson . Watson looks at his watch and does a slow , deep burn .

The next morning . A giant holding cell where every shade and aspect of Victorian villainy is corralled . Holmes wakes up on a bench after a peaceful night 's sleep . Watson sits next to him , exhausted , bloodshot eyes . He 's reading his notebook , making the odd change here and there . Holmes looks up and sees Watson staring at him , shaking his head .Holmes tries to wiggle his fingers which causes him enough pain that he decides to bind them with Irene 's handkerchief .Watson shakes the notebook in Holmes ' face .Watson challenges him with a look .Holmes turns and comes face - to - face with a dangerous - looking man who has a few conspicuous WARTS on his face .Watson snaps at the man .Brownlee takes a swing at Watson . Holmes checks him and drops Brownlee without missing a beat .Watson now turns away , completely irritated at Holmes ' lack of understanding .Watson shakes his head in disbelief .He touches his own heart . They hear a BILLYCLUB hit the bars .Watson steps up . Holmes looks confused . He steps forward . But the Guard shakes his head .As he slides open the bars , they see . MARY emerges from behind the Guard . Watson stands for a beat between Holmes and Mary . He must make a decision . And he does - - he leaves . Holmes watches him walk out , then locks eyes with Mary . She gives him a polite nod , turns , heads off with Watson . The bars slide shut . The mob surrounds Holmes . He 's never looked more alone .

Lestrade heads toward the holding room , flanked by prison wardens . As the door is opened , the thug blasts out backwards , having just been battered through it by Holmes .

Holmes and Lestrade march along . Lestrade holds out a copy of the newspaper . The headline reads : `` BLACKWOOD LIVES AND THE DEVIL WALKS WITH HIM ! MURDERER RESURRECTED ! ''Holmes sees a dark , strange carriage waiting , door open .

Holmes enters . An ANONYMOUS MAN sits in the other seat .He holds a black hood . Holmes shrugs . CUT TO BLACK .

The hood is pulled off . Holmes takes in the scene , eyes flicking around the room . He 's in a grand office where a man in his late 60s , SIR THOMAS , rises from a pile of papers .Somewhat stunned , Sir Thomas shakes his head .Sir Thomas is not in the mood for this - but Holmes is on a roll .Holmes shakes his head ; what a massive lack of judgement on their part .Holmes turns to see JOHN STANDISH and LORD COWARD standing behind him . Standish is an American in his sixties . Coward is a hard , ambitious man in his 30s .Holmes acknowledges them - barely - as they enter . He is n't impressed by rank .Holmes looks around the room , sees FLAGS on the walls with ancient symbols , variations of the SPHINX .That shocks them rigid .Stunned , the men consult silently , come to some sort of conclusion . They turn back to Holmes . Sir Thomas seems especially shaken .Sir Thomas opens a bureau , digs for something .Holmes is appalled and shows it .Sir Thomas hands Holmes a TINTYPE . A photograph from the 1860s . It 's chilling : a death scene , a BODY covered by a sheet . A man who 's just fallen out a window . A TEN - YEAR - OLD BOY - young Lord Blackwood - looks on .Holmes looks at Coward with scathing disdain .Holmes stalks out - stops at the door , turns , fixes Sir Thomas with a very bleak gaze .Holmes holds up the tintype .Holmes tosses the tintype onto a table , leaves . OMITTED

Mr. Holmes, apologies for summoning you like this. I'm sure it's quite a mystery as to where you are, and who I am.

Sherlock Holmes, Ambassador Standish from America and Lord Coward, the Home Secretary.

I suppose you already have some notion as to the - practices of our Order?

Be as skeptical as you like - but our secret systems have steered the world towards the greater good for centuries. The danger is that they can also be exploited for more nefarious purposes.

We know you're are a rationalist. We do n't ask you to share our faith, only our fears.

Very few people are privy to that information, and we want to keep it that way.

He was conceived during one of our rituals. His mother was n't my wife, but she shared our beliefs. She was a powerful practitioner. Though not enough to survive giving birth to him.

We were young. It was before we fully understood the powers we were dealing with.

Death followed him wherever he went, from his birth to arms he made and sold. What family he had tended to. not survive. No one could prove anything of course, but we all knew -

The boy was a curse. I did n't have the courage either to take him in or to -

His power grows daily and exponentially. His resurrection is evidence of that. What he does next will be far more dangerous -

- he's going to raise a force that will alter the very course of our world. We need you to find him and stop him before he does.

We'll give you any assistance we can. As Home Secretary, I have considerable influence over the police.

Sir Thomas is dead. Effective immediately, I nominate Lord Blackwood as head of the Order.

I have five minutes before my next engagement, why do n't you regale me with your stories of conspiracies. Thank you, Lestrade, if you could wait outside.

Very clever. But it's not murder, Mr. Holmes. It's mercy. We are giving the weak masses a strong shepherd. Do n't you see it's for their own good?

It's a shame you made an enemy out of Blackwood, Holmes, you would have made a valuable ally. The powers at our disposal are far greater than you can imagine.

How terrible is wisdom, Holmes, when it brings no profit to the wise.

Holmes comes out of a carriage , and scoots up the steps of the massive hotel that 's bustling with people .

Irene enters wearing a stunning evening dress . She pauses glancing briefly around the room before sitting at a mirrored dressing table . There 's a decanter on the table next to her from which she pours herself a glass of wine . Then she begins removing an impressive assortment of WEAPONS hidden on her person : she pulls a stiletto from her garter , a Derringer from her waistband -LRB- which she puts down next to the wine glass -RRB- . She pulls long thin needles from her hair , lets her hair down . As she continues . PULL BACK TO REVEAL Holmes watching her from a shadowy corner . He looks on silently until :They both eye the Derringer on the table .Holmes approaches her somewhat tentatively and reaches for the top button on the back of her dress .Irene is momentarily taken aback then recovers .Unbuttoning done , Holmes steps out to confront Irene .Irene gets up , walks behind a DRESSING SCREEN .Irene steps out , now wearing an array of Victorian undergarments . Unfairly gorgeous . The huge DIAMOND still around her neck . She moves back to the dressing table . Holmes wo n't look at her , refusing to get turned on .Holmes gets closer and closer to Irene as he presses his case vehemently .Holmes notices her Derringer on the table next to the wine bottle .Irene reaches for the wine .Irene snatches up her gun . Holmes grabs her arm . BANG ! A BULLET tears into his shoe , missing his toe . Holmes snatches away the smoking Derringer . Irene kisses him , hard and angry at first , becoming something else . Another of the weapons in her arsenal , and the one that disarms Holmes . The kiss leads them to the bed .Irene pulls him down to it . He does n't resist . CLICK ! Holmes ' eyes flare with surprise . CLICK !Irene has handcuffed him to the bed frame .She gets off him . While he struggles on the bed , Irene walks casually across the room . She starts putting on MAN 'S CLOTHING . She 's in charge now .She approaches , now dressed as a man , straddles him .She pulls at the front of his trousers , throws the handcuff keys down there .Holmes has no retort . Irene takes the scarf off his neck , moves to the doorway .She picks up TWO SUITCASES waiting for her at the door -LRB- NEW PROP ! -RRB- and , as she leaves :OMITTED

Sir Thomas enters the hall from outside , he looks tired . His butler , PERIGRINE , stands there waiting for him .Thomas smiles , goes up . Perigrine heads for the kitchen , licking his lips .

Good evening, sir. Some figs and honey with a nice glass of port? I've prepared a tray.

Sir Thomas sinks into his bath . Relaxing . The CAMERA SLOWLY TRACKS IN , drip , drip , drip . The silence is broken all of a sudden when the tap is magically turned on . Sir Thomas opens his eyes in panic , as he hears an eerie WHISPER O.S. , like the rushing of wind . Sir Thomas is overcome with panic , tries to sit up . Ca n't . Not all the way .Thomas blinks and sees that BLACKWOOD now sits in the corner of the bathroom , lit in a sinister fashion . Sir Thomas ' eyes widen , the muscles stand out in his neck as he fights paralysis . He slides back down , slowly .The water flows over Sir Thomas , as Blackwood steps closer and takes the sacred RING from his rigid finger .The water closes over his face . Sir Thomas stares up at Blackwood , who watches him drown , slowly and surely .

Carrying an armful of laundry , a MAID slips a pass - key into a lock and opens the door . to be confronted by the snoring form of Holmes , still handcuffed to the bed . Clothes in total disarray . Her shriek wakes him . He looks down at himself and reacts with shock , then grim recognition sets in .

Holmes sits beside a COP , and opposite CONSTABLE CLARK .He looks out the carriage window and sees signs of a spiritualist gathering .The coach stops .

Holmes steps out of the coach , and is escorted inside by Constable Clark .

Holmes is briefed by Constable Clark as they enter . As Constable Clark continues in , Holmes swivels away -- so that Const . Clark ends up talking to thin air .He turns , puzzled , looking for Holmes , finds him right back at the doorway , in full virtuoso detective mode . Right now , right here is where Holmes is at his very best - this is , in fact , why he exists . Holmes is satisfied by what he sees or finds , continues into the bathroom , where a POLICE OFFICER stands over the tub and Sir Thomas ' body -LRB- covered with a blanket -RRB- . The tub has been drained . The kind of crime scene violation that Holmes can not get them to stop doing .Neither the officer nor Clark have a response . Holmes swivels , sees a JAR OF BATH SALTS on the table next to the chair Blackwood sat in , leans over , scoops it up , opens it , sniffs it .Holmes thrusts the open jar under the Officer 's nose .Both cops hesitate - Holmes is not their boss .The cops hurry away . Now Holmes can really get down to work . This may mean he gets on his belly for a floor 's - eye - view , it may mean he looks down from a window sill . Sometimes he hums or sings to himself . Holmes is happy . He glances around the room , sees the chair where Blackwood was perched , sits in it himself . His eyes keep moving , noticing something on a wall . He steps toward it , runs his hand along a layer of dust . The dust has a line down it , as if the wall cracked open . Holmes steps to the sink , grabs a handful of TALCUM POWDER and tosses the powder against the wall , revealing : FINGERPRINTS on one of the panels . He pushes the panel , and the wall shifts , opening to reveal a SECRET ROOM . Holmes enters -

Holmes finds a desk with a prayer table , and ancient texts , spellbooks , one book open to a picture of Alexander the Great at the Sphinx . He steps toward - An ALTAR below the image of the Sphinx . On the altar , four strange objects : a strand of human HAIR , a cow 's BONE , a large sharp FANG , and a FEATHER . Holmes pockets the altar items and a couple pieces of paper , just as -

- Const . Clark and the Officer return , the Officer proudly hugging a 5 LB . CANNISTER OF JASMINE BATH SALTS . They are startled by the secret room - - they are even more startled by the sight of Holmes kneeling at the altar and singing to himself . As soon as they arrive , Holmes springs to his feet and walks out . Maybe he continues singing between words .

Holmes walks up the stairs and finds Watson 's office door open . He is well into packing his things . The office is full of boxes , the walls and shelves are very sparse .Holmes steps into the room .Holmes steps aside . Two/three policemen enter carrying a large , heavy bag and unceremoniously dump it on Watson 's desktop . They unzip the bag , revealing the dead body of the thug from Reordon 's lodging .Watson keeps packing . Holmes analyzes the body , starting , of all places , with the outer elbows and forearms of his coat . Holmes grabs various instruments and other items from Watson 's newly - packed boxes . Frustrated , Watson snatches them back as quickly as Holmes takes them out .Holmes scrapes at the layers of blood with his knife , examines it .Watson slows down slightly . He keeps packing , trying to resist the mystery , but it 's not easy .Holmes cuts a lock of the man 's hair , ignites it , studies the color of the flame carefully . Watson wrinkles his nose at the smell .Holmes uses a curved nail file to scrape dirt from under the man 's fingernails , rubs the evidence between his fingers like a connoisseur .Watson slows down further , struggling .A hanging beat . And Watson finally cracks , blurting out :Watson pulls it out of a box .As Watson flips through it , Holmes plucks a few chords on his violin , thinking . Watson finds the page .Holmes leaps up and readies himself to leave .This gives Holmes pause .A brief nod , then Holmes is gone . A beat as Watson continues packing . He heaves a box up , moves for his suitcase . After a moment , he notices . Holmes ' PISTOL .He picks it up . As he contemplates the weapon , he becomes more serious . Then angry . He mouths a curse to himself , and sees their DOG giving him a disapproving look .He pockets the gun , grabs his jacket and heads out .

A figure moves across the dark , Gothic courtyard . It is AMBASSADOR STANDISH . As he cuts through the shadows . A few DROPS OF RAIN trickle down . He looks up , surprised by the rain . He raises his collar , and keeps moving . He hits the door to a building . It is locked . He bangs on the door , as the rain comes harder . The door finally opens . As he enters , we see the rain stops behind him , gone as fast as it came . A RAVEN flaps into the night .

Standish comes up the stairs , wiping the raindrops off his coat , trying to dry himself , as he enters -

A five - sided room . A few dozen venerable - looking characters arrange themselves in seats . Lord Coward stands next to a central throne . He stays standing as they all sit - all except STANDISH .Blackwood enters . He looks as if he 's been to hell , and come back more powerful than ever . The crowd is stunned . Standish looks at Coward , betrayed , turns to the others - who are transfixed by the sight of Blackwood suddenly kneeling before them .Blackwood stands , prowls .The men are beginning to like what they hear .Nobody moves . Blackwood smiles - he 's won . In desperation , Standish pulls a gun . But as he aims it at Blackwood -- he IGNITES , combusting with an impossible BLAST OF BLINDING HOT FLAMES ! The men in the room reel backwards , shocked , terrified . Flames consuming him , Standish flails , crashing through a window out to -

The fireball plummets through the sky , lighting city blocks . People look up , gape , and - WHOOMPF ! Standish lands on the roof of a carriage . Horses and carriages SCREECH to a stop . The flames flicker blinding white , as his body contorts , melting away . People scream , gasp , faint , cross themselves , as they witness this unnatural act .

Blackwood turns away from the window , surveys them . They are terrified , but they are with him . Blackwood turns to Coward , nods . Coward produces a brimming silver chalice .The members line up to drink from a CHALICE . It does n't taste good , but it tastes like power . As they drink , Blackwood leans close to Coward :Coward nods .

An industrial area on a bend of the Thames . Work does n't stop when the sun goes down . Wharves stretch out into the water . WE SEE a boat is being loaded . We PULL BACK FROM the scene and look ACROSS the water . Just above the thump of industry we can hear a distinctive and irregular CHUGGING sound . Slowly a decrepit and eccentric little steam launch chugs INTO VIEW . Holmes is on the deck along with a much older man in a sailor 's hat - CAPTAIN TANNER .Captain Tanner has few teeth and a large white beard .Watson is busy with a bucket clearing the boat of a very serious leak . He 's soaked , and furious .Watson glares . Holmes scans the banks with a telescope . He sees a jetty with a few shadows shifting on it . The engine shudders off , the boat drifts . Tanner whispers :Holmes starts clambering over the side . Watson 's pissed .Holmes ' head is just visible before he drops over the prow . He whispers at Tanner .Tanner nods . A soft `` splosh '' as Holmes disappears . Watson carefully leaves his valued possessions behind , watch , etc. . He lays down his wallet and looks at Tanner .Watson glares , goes over the side , with his walking stick . OMITTED

Not a great one for the water, are you, doctor? Army type, are n't you? You would n't have lasted long in the Navy.

I told you he'd be coming out the top window, soldier boy. No way he'd be coming over the terrace.

Holmes and Watson emerge out of the shallows , covered in mud . Holmes does n't seem bothered . Watson does . They look up and see a jetty that heads out into the river . Two shadowy THUGS guard the dock , while more THUGS are loading the boat with something . Holmes and Watson scuttle forward , towards the entrance , where two more THUGS patrol . Watson pulls out Holmes ' GUN .Holmes looks back at Watson , takes the gun , says nothing , the closest he 'll come to a confession . Watson steps forward .They look out at the thugs guarding the door . Holmes whispers , trying to figure out the best strategy .Watson has already left . He simply walks up to the door and whacks the larger man in the face with the gun - before dispatching the other with a backhand pistol - whip . Holmes follows , notices that both men have hip flasks . He picks one up , takes a whiff , and pockets it as he follows Watson . He slows , sensing something behind him . He turns , looks at shadows . Nothing . And he enters - OMITTED

Holmes walks towards Watson who stands in the doorway , stopped in his tracks , spooked . Holmes catches up , passing Watson into -

Shadows on shadows . Metal groans softly , like a plaintive wail . The twisted blades of slaughterhouse instruments glimmer in the darkness . A few RATS lay dead . A truly creepy scene . Holmes and Watson move through it . As they go , Holmes notices rows of empty tables . He runs his finger through a layer of dust , inspecting it . Quiet :Holmes slows , picks up one of the dead rats . He inspects it , sees something on its skin , some kind of dark spore .Holmes looks up , and sees Watson standing at a set of doors . Holmes pulls out a CIGAR - CUTTER , CLIPS off the rat 's TAIL , slipping it into his pocket , as he joins Watson , stepping into -

A massive space with a maze of machinery full of deadly gears and blades and saws , lifeless and silent for now . An automated butchery on a grand scale . This is the killing floor . Huge hooks hang from chain belts on an I - beam , the ceiling , swaying softly , whispering in the wind . On the high walls , a huge number has been scrawled : 118 .Holmes shakes his head , his eyes narrow , ticking .Another voice completes the passage , echoing from above :Holmes and Watson follow the voice to see : BLACKWOOD in the rafters . Shadows hang heavy around him . Holmes and Watson react : this is the first time they 've seen him in the flesh .The hooks in the ceiling are shivering softly , strangely . Holmes tightens . Blackwood continues , his voice echoes , as the hooks move through the air , gliding on a track .Watson pulls his gun , draws a bead on Blackwood , pulls the trigger . Click . Misfire .Holmes starts climbing up towards Blackwood .Suddenly the whole machine starts up . Industrial - strength loud , movement everywhere , empty hooks jerking towards the processing line . Blades and gears and grinders churn . Watson 's eyes go from Blackwood to - A pig carcass as it comes swinging out of the killing area , towards the SCORCHER -LRB- which scorches the carcasses with live flame -RRB- . Then next carcass emerges - - not a carcass , Irene . She is alive , for now . She hangs from two hooks on a track - line , her wrists shackled above her , her mouth gagged . Her eyes show terror until she sees them , then immense relief for a moment , then determination . Holmes looks up to see Blackwood 's shadow retreating . Decision time .

Holmes drops on to the machine and leaps from gear to gear like stepping - stones . He heaves himself up to the conveyor , where Irene is being pulled down the assembly line towards the flames . Watson sprints ahead , looking for a shut - off switch . Holmes unties Irene 's gag .Ahead of them , the pig carcass is scorched in an overwhelming burst of flame . Holmes and Irene are next .Holmes notes that Irene 's hands are shackled to separate hooks . It 's going to take two actions to free her . The flame machine gurgles ominously , gearing up for the next blast . Watson sees a LEVER -LRB- PLEASE NOTE , NEW PROP ! -RRB- that looks promising , turns to head for it - then his eyes focus on a big canvas splatter cloth .Watson rips down the splatter cloth , sprints to Holmes and Irene , tosses the cloth across the conveyor belt to Holmes - - who wraps them up in the thick cloth just before the flames hit them . The heat is excruciating - but the cloth protects them . Watson watches anxiously as the scorched cloth drops away , revealing that Holmes and Irene made it - just . Relieved , Watson heads for the lever until `` Oh Shit ! '' he looks ahead - - sees the scorched pig carcass being dragged into a long , conveyor - belt - wide SCALDING TANK OF BOILING WATER . Decision time for Watson - help Holmes and Irene , or try the lever ? He goes for the lever , reaches it , pushes it all the way over - - and the belt speeds up with a jerk . Watson hauls back on the lever , gets the belt back to the original speed , looks around for another possible off switch . Just as they reach the scalding tank , Holmes jumps off the belt -LRB- still opposite side to Watson -RRB- , grabs Irene 's legs and pulls her horizontal just before she 's dragged into the boiling water . She 's suspended just above the boiling water , with Holmes moving sideways , keeping pace with her .Holmes keeps hold of Irene 's feet as he maneuvers past various obstacles -- then is gouged in the back by a whirling fan belt , jerks away , and Irene touches the water , SCREAMS . Watson hears the scream , turns - then sees something again . It pisses him off . Fuck this machine . When Holmes has Irene stable again :Holmes has to admire her courage - until he hears Watson yelling at him . Up ahead a huge pipe spews boiling water into the tank - and impassable obstacle from Holmes ' side of the conveyor belt . Watson points at the I - beam running above them . Holmes nods . Irene sees it , too . Holmes helps her reach one foot , then other up to the I - beam . She hooks her feet over it , and is suspended upside down by her shackles and her feet - - and still heading for the pipe spewing boiling water . Watson appears opposite Holmes , nods up at Irene . She swings off the I - beam , through the air - - and Watson catches her feet , pulls her horizontal , facing the other way just in time to avoid the gush of boiling water . As Watson holds Irene , he spots a small , but significant - looking SWITCH on the wall , painted red . -LRB- PLEASE NOTE , NEW PROP ! -RRB- Watson helps Irene back onto the conveyor belt , leaves her for Holmes to deal with , sprints for the switch . Irene rides the belt upwards . Holmes clambers the equipment , following her . Up ahead , the scorched , scalded pig carcass precedes them . Holmes darts through a trimming station , with CLEAVERS HANGING FROM CHAINS , grabs one , jumps onto the belt , catches up to Irene - - just as they both see the pig carcass CUT IN HALF LENGTHWAYS BY A GIANT BANDSAW . Holmes wastes no time , swings the meat cleaver at the lock shackling Irene 's left hand . Sparks fly as metal kisses metal , but that 's all . She 's still shackled . Then both of them see that Watson has reached the SWITCH . Whew ! Watson looks at them with relief - close one - and pulls the switch down with a really satisfying CLUNK ! A bank of lights goes out but the conveyor belt keeps moving towards the giant band saw . Shit a brick .Now , she 's showing nerves . So is Sherlock . He braces himself on the belt , swings the cleaver with all his might - - smashes the shackle lock . Irene swings sideways violently , still shackled by her right hand . The bandsaw whines viciously . Irene swings aside , just misses it . Gets a free haircut . Then Holmes is under her , lifting her high so that she can free her right hand -LRB- a move not possible with both shackles -RRB- . Irene unhooks herself , falls forward , taking Holmes with her . They plummet downwards OUT OF FRAME . Watson sprints towards where they fell , looks down - - sees them lying on a carpet of scorched , boiled , cut - in - half pig carcasses . They 're okay . Watson shakes his head , turns , heads for the door , looking for Blackwood . Irene gives Holmes a sweet , grateful smile -- pulls a knife , gets up , heads after Watson . Holmes grabs her , stops her .She hears Watson opening the door to the dock . She looks at Holmes , their eyes locking . Finally , the truth :And she 's off , running toward the door . Holmes trails her , processing . They blast through the doors to -

Watson runs out of doors and towards the end of the dock . He sees : Blackwood and the boat are disappearing into the darkness . Holmes and Irene run out of the doors following Watson . Holmes slows , looking around the dock , seeing something on the planks : Steel drums are dripping . A chemical . Holmes recognizes it .Watson continues down the dock , tripping a wire connected to the steel drums , he turns realizing he has set off a trap and turns back to warn the others -A metallic conductor SPARKS . Time slows . BOOM ! The drums of chemicals all EXPLODE ! A blinding conflagration engulfing Watson . For a moment , it lights up all of London .Holmes is pushed back by the explosion as the rest of the barrels that line the dock begin exploding arond them - it looks as it Watson has n't survived . BOOM ! Irene is knocked to the ground by the blasts and flying debris . Holmes races towards her as more explosions , flames and debris fly all around him in slow motion , occasionally knocking him to the ground . He reaches Irene , picks her up and grabs part of an exploded barrel to shield the two as they run for cover - BOOM ! The barrel splinters as a final blast knocks them down , but to safety . As he opens his eyes - We see Lestrade and his men swarming the scene , they spot Watson , alive , but unconscious . Irene has disappeared . Holmes sees this and heads toward his friend , but - - is intercepted by Constable Clark .Holmes cracks Constable Clark in the sweet spot , helps him gently to his knees . Holmes turns away , makes his escape fast . Holmes turns back to look at the explosion .

Two POLICEMEN half - heartedly guard the end of a corridor . One reads the paper . The headline : `` AMERICAN AMBASSADOR STANDISH BURNED ALIVE ! '' Mary returns past them , having unsuccessfully washed away tear - stained makeup ; there is a smear on her cheek . The two coppers nod respectfully . Mary arrives at the windowed door of a private room , reaches for the handle , pauses . THROUGH THE GLASS , she sees a white - coated DOCTOR , studying Watson 's chart . Mary stays at the door , unsure whether to enter or not .

WE SEE a newspaper on the nightstand next to a hospital bed , the headline reads : `` AMERICAN AMBASSADOR STANDISH BURNED ALIVE ! '' Watson is burned , cut , bruised , scraped , pock - marked with shrapnel . He mumbles inaudibly , his eyes still closed . He 's delirious , sweating . -LRB- NOTE : Mary 's detective novels and magazines , coat , handbag , etc. already in the room . -RRB- The doctor injects Watson in the arm . The shot wakes him . Watson tries to sit up , wincing with pain .Watson looks at his wounded shoulder .Watson tries to sit up again . This reveals that Mary has entered the room , stands back respectfully , letting the Doctor do his work .Watson grabs the Doctor 's arm angrily .ON MARY As she takes a closer , sharper look at the Doctor .Mary steps towards the Doctor , eyes flashing .The Doctor turns just outside the door , to face her . She 's suddenly very angry .The Doctor has no words .The Doctor ca n't face her anger any longer , turns , leaves fast .

There are four pieces of shrapnel. The surgeon should be along shortly.

I ca n't authorize that, Doctor. We must first manage the pain and combat the infection.

Your friend? What kind of friend takes a retired soldier, who's served his country and deserves a peaceful, private life, and puts him so directly in harm's -

But evidently not wise enough to value your life over his misadventures.

ESTABLISHING SHOT of London , possibly the bustle of Fleet Street during the morning rush hour . A train crosses on an overhead railway . We PUSH IN UNDER the railway arch until we can make out a splash of white in the shadows - the Doctor from the hospital is slumped down against the wall . We PUSH IN ALL THE WAY , so that we CAN SEE that the Doctor is actually Holmes . There is something grotesque about his face , he has n't completely removed his disguise . Parts of it hang down , obscuring him - - but not obscuring the light of instability in his eyes . They begin to overflow with tears . He brushes them away then looks at his wet hand , horrified .

Holmes enters , disturbed , pained . Emotions swirling . He pulls out a newspaper with the story of Standish 's death , the pages and strange sacrificial offerings -LRB- bone , hair , feather , fang -RRB- from Sir Thomas ' house . Gathering himself , Holmes stands in the middle of the bare room and starts to lay out the clues he has on the floor . The Ox bone directly in front of him -LRB- at 12 o'clock -RRB- . The eagle feather to his right -LRB- at 3 o'clock -RRB- . The human hair behind him -LRB- at 6 o'clock -RRB- and the Lion 's fang to his left -LRB- at 9 o'clock -RRB- . Then with a piece of charcoal Holmes draws a circle around each image and a circle directly in the center of the four other circles . He then draws lines which join the circles together in the shape of a cross . In the center circle he draws a pentagram -LRB- using wax from a burning candle ? -RRB- . Then he pours a ring of salt around that circle . He lights four candles -LRB- one at each point of the cross -RRB- then stands in the center of the circle . He pulls a pocket knife from his coat , opens the blade , cuts his thumb and allows the drops of blood to drip onto the ground just outside the circle . Then he begins to chant . The words are eerily reminiscent of Blackwood 's chanting . Suddenly one of the drops of blood bursts into flame in mid - air - as it hits the ground , the circle around Holmes ignites , followed by a larger circle beyond that .Holmes snaps around , Blackwood has appeared behind him within the outer circle of flame .Holmes sways , fuzzy . He struggles to focus on Blackwood .Holmes shakes his head , he can barely see straight .Blackwood raises a sacrificial sword and swings at Holmes ' head .We see - HOLMES ' POV as Blackwood swings the sacrificial sword at Holmes ' head . It looks as if Holmes has no time to react - WHOOSH - the sword WIPES the FRAME -

We see a SERIES OF QUICK CUTS , has Blackwood killed Holmes , or is he hallucinating , caught in the spell he conjured ? A CLOSEUP OF HOLMES His face covered with earth - just as we saw Reordon in his coffin . Holmes ' eyes snap open , he breathes in air - As he comes to life we see events of the recent past flash through his mind . BLACKWOOD 'S TOMB . THE STUFF IN REORDON 'S ROOM . THE DEAD RATS . A CLOSEUP OF HOLMES His face submerged in water inside a copper bath tub - just as we saw Sir Thomas . Holmes ' eyes snap open , he breathes in air - THE OPENING CONFRONTATION IN THE CATACOMBS . THE OBJECTS IN SIR THOMAS ' SECRET ROOM . THE PATTERNS HOLMES HAS DRAWN ON THE FLOOR OF THE PUNCH BOWL . A CLOSEUP OF HOLMES His face engulfed with flames - just as we saw Standish . STANDISH FALLING THROUGH THE AIR CRASHING INTO THE CARRIAGE . THE SPHINX . THE RAVEN FLAPPING ITS WINGS . HOLMES Writing and sweating on the bed in the attic . Holmes sees a hazy image of Irene . She leans over him smiling sweetly then wraps her hands around his neck and starts to strangle him . IRENE SAYING `` WHERE 'S WATSON WHEN YOU NEED HIM ? '' BLACKWOOD IN THE ROOM AGAIN WITHIN THE FLAME CIRCLE . We SEE WATSON turning to warn Holmes before EXPLODING - HOLMES ! FADE OUT .

The sun is rising . Holmes ' eyes open and we see : WATSON - or some deathly version of his old friend - is sitting in the chair where Blackwood appeared .Watson leans closer , into the light . A ghost or a man ? He gestures towards the diagram on the floor .He writes something in his notebook . He is decidedly alive , but with burn flashes , cuts and bruises . His arm is in a sling . He 's been through it . In the b.g. Irene is at the fire heating some coffee .Watson shows him a piece of shrapnel -- then tosses it away . They both smile . United in agony .They both look back over to Irene who just finished loading her gun . The coffee seems ready so she pours a cup .Irene walks over and hands Holmes the cup .They smile at their unique , twisted understanding of one another .Holmes takes a drink of coffee .He hands Holmes his VIOLIN . Holmes takes it .

Watson and Irene sit at a table , the SCREECH of a fiddle now comes from upstairs . The fiddler 's owner - from the pub 's band - is busy getting drunk with the money he has acquired . Irene arrives with two pints , puts one down in front of him , sits opposite him with the other . Watson looks from Irene to the pint with open suspicion . Could it be poisoned ? He would n't put it past her . But then he decides that 's absurd . He takes a sip .

as he plays the violin , but not with a bow . He plucks it , he strums it , he makes strange atonal sounds , as he STARES AT THE RITUAL PATTERN he 's laid out on the floor . Flashes to various images of the sphinx that he 's observed over the course of the investigation . He stands up and draws a sphinx in charcoal on the floor . Then he moves to the ox bone - a flash of Sir Thomas ' ring with the Ox crest . He draws an ox in charcoal . Next to the ox bone Holmes writes - Sir Thomas - OX ring . Next , he moves to the feather - a flash to an Eagle in flight - he quickly sketches an eagle . Then to an American flag , then to Standish with his eagle - topped cane . Next to the feather he writes America . Then he moves to the hair . He draws a man 's face . Flash to Reordon 's red hair . Next to it Holmes writes Man . Then he moves to a Lion fang . He sketches out a lion - he thinks - BUT no flashes . Next to it he writes a big question mark . Where ? Who ? Holmes returns to his violin . Staring at the Lion fang as if willing the flashes to come .

The music stops . Irene and Watson notice the silence . They swap a glance . A beat . And Holmes emerges .

Holmes is excited , electric .Watson and Irene shoot Holmes knowing looks .He tosses Watson the pages from Sir Thomas .He points out the individual parts of the Sphinx , covering other parts with his hand . We see the Ox body , Lion paws , Eagle wings , Man 's face .Watson throws the map down on the floor , really flying now .He runs his finger over the map tracing the shape of a cross . Then he picks up the charcoal and -LRB- following the map -RRB- draws a serpentine curve of the River Thames straight through the middle of the cross that he drew on the floor .He points to a spot on the map south of the Thames . It corresponds to the point on the cross that Holmes drew that has the hair -LRB- 6 o'clock -RRB- .Again the spot Holmes points is directly north of the river and corresponds to the point on the cross that has the ox bone -LRB- 12 o'clock -RRB- .Holmes points to the map .He points to corresponding points on the map and on the cross .He connects the dots on the map . They form three points of a cross .Holmes scribbles on a piece of paper . Watson and Irene step closer looking at the lion 's fang and then the map .Their eyes widen as they realize what they 're seeing .Irene indicates the fifth circle Holmes has drawn - the point at which the other four come together . They look to where it would correspond to on the map - right in the middle of the river .BOOM ! They hear doors slamming outside , boots echoing . Irene looks out the window , sees POLICE OFFICERS flooding the pub .Holmes folds up his piece of paper , hands it to Watson . He quickly moves to a hatch in the floor . Flings it open .Irene jumps down . Watson is about to follow her down .Watson goes down . It looks as though Holmes is about to join them when Lestrade and his men burst into the room . Holmes kicks the hatch closed and steps towards Lestrade .

Holmes races down the hall toward the back door , but the door EXPLODES inward . Police fill the hall . Holmes looks back , where more police block his path . He simply raises his arms , and they drag him away .

Holmes sits battered , cuffed and bruised , though we can see from his face that his spirits are unaffected by his physical state . Tough - looking cops sit either side of him , Lestrade sits opposite , shaking his head - he ca n't believe it 's come to this . He looks at Holmes .

PULL BACK FROM an image of a GOLDEN LION on a banner . We 're at the Houses of Parliament . The carriage pulls up . Crowds are gathering outside , hawkers and tourists , plenty of flags and enthusiasm . Holmes sees the hands of BIG BEN , climbing toward noon .

The place is a hive of activity , preparing for pomp and circumstance , at its ceremonial best . All of which is in stark contrast to the battered figure of Holmes , who is marched through a series of doors and checkpoints along the corridors of power by an angry - looking Lestrade . They come to a door . Lestrade knocks .

The door is opened by Lord Coward , who 's halfway through putting on his official robes , and caught off guard by the sight of Holmes cuffed -LRB- hands behind him -RRB- and flanked by Lestrade and men .Lestrade pulls his lapel , revealing a temple of four orders pin .Lestrade punches Holmes .Lestrade leaves and shuts the door .Coward walks towards his desk at one end of the room . Holmes goes to warm himself by the fire at the other end .Coward turns away for a moment - Holmes subtly kicks a log from the fire , it starts to smolder and fill the room with smoke .Lord Coward slows , looks at Holmes in some astonishment .Smoke fills the room so that Holmes is concealed . Coward pulls a gun from the desk and moves to the window . He opens it to try and clear the smoke .A pair of handcuffs , slide across the floor to Coward 's feet . He looks up and Holmes is nowhere to be found . Coward quickly moves across the room to lock the door .CLOSEUP ON COWARD 'S CLOTHES That he 's changed out of and discarded in the corner of the room . We see a - SERIES OF FLASHBACKS Coward 's heel walking through mud .Coward 's knee dropping to the ground .Coward performing a ritual .Coward , Blackwood , and the Temple members perform a ritual around a pentagram in the SEWERS . The big ceremonial sword is prominent .REVEAL Holmes sitting in a chair behind Coward .Coward spins around and shoots at Holmes . He misses . Holmes runs towards the open window as Coward fires another shot . With a single bound , Holmes leaps out of the window Coward opened . Coward runs to the window and sees Holmes DIVING toward the river Thames , PLUMMETING down down down to -

SPLASH ! Holmes dives into the river handcuffed . He disappears for a moment then surfaces , looks about in the water . A moment of concern until we hear the familiar `` chug '' of a struggling engine . Holmes looks in the water and sees a rope trailing on the surface . He grabs it with his hands . And . it pulls him closer to the rickety boat of Captain Tanner . Watson stands on the rear deck , pulling Holmes in on the rope . Irene is also present . When Holmes is level , Watson leans over and clips off his cuffs using bolt cutters . Clearly the whole escape has been planned . Holmes is pulled up into the boat .Watson hands over the change from the engagement ring . Tanner takes it happily .Watson has the PAPER that Holmes gave him in the attic .Tanner smiles , still pleased with himself .Holmes points to a dark recess in the embankment .Tanner turns the boat . Irene looks out , her eyes narrow .Watson hands over a pile of clothes and Holmes ' PISTOL . Holmes opens the drum , checks the load , grimaces , pockets it . He 's never going to like guns . Then Holmes reaches inside a pocket of clothes he is still wearing , and pulls out the hip FLASK that he took from the men at the slaughterhouse . He takes a shot .He offers the flask to her .She can see this is more than a social invitation , she takes a hit , pulls a face . Holmes nods towards Watson , Irene passes him the bottle . He drinks , grimaces , hands it on to Tanner , who swallows it without flinching , wipes his mouth , smiles . The boat is almost at the sewers .As they head toward the sewers , Holmes glances up toward Big Ben , the time moving toward noon .

Expensive carriages fill the courtyard . The entire government is here . We see familiar faces from the Temple of Four Orders , heading into this epic building .

Tanner 's boat , unlit , floats at the opening to the tunnel , on the edge of the darkness .Holmes and Watson leap off the boat into the mouth of the sewer . Irene follows . -LRB- Watson has his SWORD STICK and a GUN , Holmes has changed into the clothes Watson brought for him . -RRB- They move through the shadowy sewer tunnels , working their way around corners and through junctions back under the Houses of Parliament . Holmes ducks around a corner , stops . Irene and Watson flank him , standing in shadows . They look down a long tunnel to : The area where Coward and Blackwood were seen in the flashback ceremony with the sword . But now : Blackwood 's THUGS patrol the area . In the center , the pentagram remains . But there is something sitting in it , a futuristic device :A black glass cylinder is housed in a metal cradle with electrodes on either side . It sits below a shattered ceiling , bricks dismantled , exposing a VENTILATION PIPE . Holmes looks back at Watson and Irene . Quiet :He pulls something out of his pocket : the RAT TAIL .He points at the device and the exposed shaft over it .The CAMERA MOVES THROUGH the shattered ceiling , UP a channel , DOWN a bend , all the way through a GRATE TO -

Air blows UP through the grate . The chamber is now full of Lords and senior Royals . As they start to take seats , Lord Coward steps up , checks the crowd . He sees a shadow up in the Lords ' Gallery .

Holmes checks his watch .They nod . Shoulder - to - shoulder , they move down the tunnel , faster and faster . Irene trails them closely . Watson slides his sword stick into a loop on his belt . It 's there when he needs it , out of the way otherwise . They draw their guns . They burst into the area , completely surprising the three thugs . Watson pistol - whips the nearest . Holmes front - kicks the next . The third thug looks down the barrels of both their guns before he has a chance to fight or flee .He does n't . Irene comes in behind them and heads straight for the device .Holmes hands Watson his gun . Gun in each hand , Watson herds the three thugs away from the device .Sullen , but without much resistance , they move away -LRB- two dragging the pistol - whipped one , who is out -RRB- . Watson turns so that he can watch the action at the device - - which puts his back to another tunnel . Holmes joins Irene at the device . She grips her knife , looking for a way to detach the CYLINDER from the CRADLE -LRB- where electric coils and circuits pulse -RRB- .She reaches out with her knife and . ZAP ! Her blade hits a coil , sparks flashing . Electrocuted , she drops the knife , which falls into the cradle , surrounded by humming , sparking coils . Irene recoils , sees something past Holmes - RACK PAST HOLMES TO WATSON - Where DREDGER LOOMS OUT OF THE DARK BEHIND HIM , both hands held high to grab the guns and smash Watson . Before Irene can alert him , Watson 's wrists are crushed from behind . Dredger jerks Watson 's arms sideways , sending both guns spinning away - - Holmes 's gun splashes into the sewer . Dredger spins Watson around , head - butts him with a teeth - rattling blow , flings Watson away like a discarded paper cup . Now unguarded , the two conscious thugs charge Holmes and Irene . Irene shoots one point blank with her Derringer , Holmes crushes the other 's larynx .Holmes goes for Dredger .

Lords and Royals sit in this august hall , waiting for the session to begin . Coward looks up , and points , very emphatically .All eyes rise to see : BLACKWOOD , up in the Lords ' Gallery . The hall goes silent , staring at a ghost . Blackwood is calm , commanding . Voices rise ; Blackwood 's followers move to block the doors as - BONG ! The first CHIME OF NOON from Big Ben .

The chime echoes . Dredger charges towards the device and Irene . Holmes flies into him feet - first , deflecting him for a moment . It is now clear that Dredger 's sole purpose is to protect the device . Irene sits at the device , trying to figure out how to defuse it . BONG ! The second chime resounds . Dredger grabs Holmes , thrusts him upwards against the sewer roof , simultaneously strangling him and hammering him against the bricks hard enough to dislodge some . Holmes lashes out with his feet at Dredger - who does n't even bother to block anything . Holmes ' kicks lose steam as he loses air . BONG !Dredger grins - - until he is earholed from behind by two bricks , swung with full force by Watson . Dredger drops Holmes , staggers back holding his bleeding ears . Holmes heads back to Irene . Watson draws the sword from his sword stick . Deadly enough , but not very big .Dredger backs off , as if scared of the sword - but only until he can reach up and pull Blackwood 's ceremonial sword down off a brick ledge . This is going to be more uneven than usual . BONG ! As Watson parries Dredger 's massive slashes and thrusts all around them , only just keeping Dredger at bay - - Holmes sees that the cylinder is welded onto the cradle by two RODS . His eyes narrow , a plan forming .BONG ! The clock is ticking down . Irene pops open her Derringer , slides the bullets into Holmes ' hand . He chops open the bullet casings with his knife , pouring the gunpowder into - - the bowl of his pipe . BONG ! Watson ducks a whooshing cut , lunges with his little sword , sticks it into the meat of Dredger 's bicep . Dredger grunts angrily , flexes his bicep , rips the sword out of Watson 's grasp with his muscle , then he pulls it out , snaps the blade against the wall like a twig , and moves in to cut Watson in two with the ceremonial sword from head to toe . Watson dives desperately , gets a haircut from the sword - - which shatters against the floor . While Watson is down , Dredger punts him into the sewer with a splash , then turns back to the device . BONG !

Blackwood has lit four small red candles , placed them on the balustrade in front of him . He calmly intones a familiar chant . Lords are on their feet . Guards are banging outside the doors , but the doors are locked . Members of the Temple of Four Orders stand in front of anyone going to open them .

Holmes rips the stem off his pipe , places the open end of the bowl against the bolt holding the cylinders in place . Shaped charge , Victorian - style .Irene 's eyes narrow , seeing something in the cradle : her KNIFE . She rolls up a sleeve .Which is when a blood - maddened Dredger thunders into them both , arms wide , driving Holmes and Irene away from the device - - hammering them into the wall with a mighty thud . Then he braces his massive feet , angles his huge legs and pushes , squeezes them against the wall like a human vice . That 's the extent of Dredger 's plan , and it will work for long enough because - BONG !ON THE DEVICE AS IT GOES ACTIVE The batteries begin to fizz madly , cams turn , gears ratchet past each other . Bad news .Dredger turns his head so that he can see Watson , on his belly , crawled from the sewer - where he found HOLMES ' GUN . BAM ! BAM ! BAM ! BAM ! Four white phosphorous tracers strobe through the sewer , stitch a line down Dredger 's back -LRB- aimed so as not to hit Holmes or Irene on the through - and - through -RRB- - - and continue to burn inside Dredger . He lurches away , eyes bulging , mouth wide with a silent scream . BONG !Holmes and Irene stagger for the device . Fizzling , boiling inside , the dying giant falls like a tree . Watson is face - down on the stones , still . The gun falls out of his limp hand . Irene swipes her hand down into the cradle , just barely avoiding the sparks and coils , snatching her blade , and . ZAP ! A spark hits the blade , and she angles the blade , redirecting the spark toward - Holmes ' pipe , which BLOWS WITH A VICIOUS CRACK ! The shaped charge shears the steel rods . Holmes and Irene reach for the cylinders . BONG !

Blackwood stands on balcony looking down at the assembled Lords .He raises his hand and traces a circle in the air . A circle of flame erupts on the opposite wall .He raises his hand and traces a triangle in the air . A triangle of flame erupts on the opposite wall .He raises his hand and traces a second triangle in the air . The second triangle of flame erupts on the opposite wall to complete the pentagram within the circle .

ZZZZP ! The electrical charge zaps through the device , electrodes sizzle , sending blinding sparks through the cradle . Holmes and Irene RIP the cylinder out of the way just as . the sparks collide in a blinding flash and .

The men wait for something mythic , magical . And . Nothing happens . Nothing at all . They look around . Everyone is still standing . Coward looks confused , scared . Other Temple members eye him . Blackwood hits the remote again . But again , nothing happens . WE SEE something new in his eyes : fear . He ducks away fast , disappearing into the gallery .

Holmes and Irene look each other in the eye . For the first time , neither knows what to say .She looks past Holmes .Holmes whips around - sees Watson , seemingly dead . He goes to him , drops to his knees next to Watson , feels for a pulse . With his face still pressed to the stones :Holmes looks down at his friend , relieved .Watson rolls over , sits up . He 's done , had enough .Watson looks around .Holmes turns , looks . The cylinders are gone , and so is Irene . His face darkens . He misread her yet again .Holmes sees Irene 's lithe shadow moving fast into a maze of tunnels . He motions to the disabled device .Watson nods . He watches Holmes sprint into the darkness , face grim .

Blackwood flashes downward through the ornate official understory of the Houses , heads for a staircase spiralling even further down .

Irene hears Holmes ' angry footsteps behind her , turns , sees a flash of movement through the labyrinth of tunnels and columns . She picks up speed . ANGLE FROM THE SIDE Blackwood enters the maze of tunnels , hears , then sees Irene sprint across the maze , about 500 yards away . Then Holmes . Blackwood follows them . Sees something on the ground ahead - pauses . It 's WATSON 'S SWORD STICK , flung there from the previous action with Dredger . Blackwood scoops it up .

Panting , Irene runs along a tunnel that steps lower - - and pinches tighter . A large - diameter water pipe angles down the tunnel wall , forcing Irene to turn sideways to continue . The sound of Holmes ' footsteps drives her forward . And then the tunnel ends . The water pipe breaks off jaggedly in mid - air , next to Irene 's head . The continuation of the pipe passes through solid brick at the end of the tunnel - a dark , claustrophobic gamble . Irene hesitates for a moment , then slithers into the pipe , into the unknown .

The pipe angles down , damp , horrible . For a long moment it is pitch black , pinched down . Irene 's quick , anxious breath the only point of reference . This is as tight , subterranean , dark and nightmarishly claustrophobic as it gets . Then , almost imperceptibly , light . We can make out Irene 's determined profile . Light increases , and so does Irene 's rate of movement .

The pipe emerges from the brick wall in what looks to be the cellar of a building . Stonework fairly new . Dim daylight from an unseen opening shows a fixed ladder heading upwards . Irene accelerates for it .

Holmes grimaces , enters the pipe , shimmies TOWARDS us . An even tighter fit for him .

Irene - climbing with one hand , cylinders in the other - reaches an iron grate , has to use all her strength to shoulder it aside . As fit and athletic as she is , this is a grind .

Irene emerges at the base of a dark , hollow building full of construction equipment , and sees , yes - - more stairs , upward . The only ready way out . Gritting her teeth , chest heaving , Irene charges the stairs -

- just as Holmes pops out of the pipe , vaults onto the fixed ladder and swarms up it . Anger lends him energy .

IN A SERIES OF TIME JUMPS MARKED BY INCREASING Irene finally makes it to a floor in the building that is flooded with sky - bright daylight . She surges for light - a brick - framed window - and -

OF IRENE at the top of TOWER BRIDGE . She 's climbed up the inside of the Tower . She 's 250 feet above the Thames . We 've gone straight from maximum claustrophobia to maximum knee - buckling exposure . PULL BACK and SWEEP INTO a massive , NEAR 360 - DEGREE HELICOPTER SHOT that starts with Irene at the -LRB- unfinished -RRB- window - - then shows the skeletal bridge spanned tenuously with scaffolding - - then the glory of London , the center of the world , laid out for us in breathtaking , spectacular beauty - - and returns to Irene as , recovered somewhat - she darts onto the walkway scaffolding that crosses above the Thames .

Irene works her way through the construction debris on the bridge . She makes it to the end , no further to go .Sherlock appears behind her , winded .Irene turns .He start to move towards her . She whips out her gun .They circle around each other .He moves in again . She shoots him in the arm . And in that split second - Blackwood drops down from behind Irene , HITS her with WATSON 'S SWORD STICK . She drops , stunned . As she falls , Blackwood plucks the cylinder out of her hand , and kicks her gun away . Her gun goes flying off the side of the bridge . But Irene does n't pause : She swings her legs through the air , trying to take out Blackwood 's knees . But he swipes her legs away , and KICKS DOWN and - IRENE FALLS OFF THE BRIDGE .High above : a RAVEN lands .

A look between them and then it 's on . Holmes grabs a short section of wooden batten out of the railing . Flimsy , no match for the sword - - which is immediately apparent as Blackwood comes in , slashes , chops six inches off the batten .Holmes is on the defensive throughout , but , as before , his target is the cylinder first , Blackwood second , self defense third .The two men continue their swordfight : Holmes grabs some rope hanging from the scaffolding above and swings off the bridge . Blackwood steps to the edge with his sword out , awaiting Holmes . Holmes swings towards the blade and then pushes off the bridge once again to avoid it . Holmes swings back onto the bridge a few feet away from Blackwood . He lands , whips off his scarf and twirls it around Blackwood 's arm , binding them together . They continue to spar , now bound . Blackwood snarls , mounts a frenzied attack , which Holmes simply tries to survive . The two men finally part , with Holmes cast off towards the end of the bridge . Blackwood smiles . He grabs Holmes ' gun -LRB- which Blackwood knocked from Irene 's hand earlier -RRB- . Blackwood fires at Holmes . Holmes quickly ducks . The bullet misses him , but hits a bucket twirling above his head . A black liquid -LRB- tar -RRB- begins to pour out in a circle around him . Holmes turns , as if to flee -LRB- not that there 's anywhere to go -RRB- - his eyes lock on to something . He looks back to Blackwood . - Holmes kicks a huge scaffolding plank , which falls - - whipping a coil of rope across the floor , hooking Blackwood around his ankle . Blackwood is DRAGGED down the walkway by the weight of the falling plank , pulled toward the edge . Holmes grabs the cylinders as Blackwood passes . Blackwood digs his fingers into a gap , screeching to a painful halt . His fingers are white from strain . Holmes remains cool .Above Holmes : the raven starts PECKING at a rope .Holmes looks over the edge of the walkway . He sees the plank swinging dangerously in the storm . Blackwood strains desperately to hold on . As Holmes steps closer we INTERCUT with relevant FLASHBACKS .END FLASHBACKS . Blackwood struggles to hold on , he loses his grip for a second and is dragged back toward the precipice . Wind whips harder . Holmes does n't notice : The Raven 's rope SNAPS , starting a slow , subtle DOMINO EFFECT IN B.G. : a bucket drops , hits a row of standing timbers . The timbers start to topple . -LRB- NOTE : Each time one object strikes another , we hear a faint musical note moving up the same pentatonic scale that Holmes played earlier for his flies . -RRB-IN B.G. : We see the slow , inexorable dominoes continue to fall . The last timber falls over the edge , lands on a rope . The rope yanks down a crane , the crane swings , strikes another crane .Blackwood 's eyes are full of fear . Holmes thoughtfully looks out at the angry storm , the atmosphere electric and dangerous . Holmes gives the slightest hint of a smile .Holmes looks around at the gathering storm . Blackwood can hold on no longer . He screams as he releases his grip and is torn down the walkway at breakneck speed . Quick as a snake , Holmes grabs a workman 's ax placed on the side and hurls it at his feet , cutting the rope . Blackwood 's imminent death is brought suddenly to a halt . The storm grows in ferocity . Holmes bends down , Blackwood is on his knees , cowed .Blackwood looks up . CRACK ! The crane dislodges a METAL GIRDER , which misses Holmes by inches as it crashes through the floorboards - Blackwood smirks .CREAK . Holmes looks up . Blackwood looks up .BANG ! The top of the crane crashes down . The wooden infrastructure supporting Blackwood falls away . Sending Blackwood falling into a lattice of HANGING CHAINS below . Blackwood screams as the chains begin to snap off one by one . He falls farther . and farther . and finally - SNAP ! The last chain CATCHES , TIGHTENS around Blackwood 's neck , killing him instantly . Blackwood dangles on the rusty chain , hanged like a common man after all , with Tower Bridge as his gibbet . Holmes just stands there , stunned . He looks out to see : the RAVEN flying away , a silhouette against the stormy sky . The bird flaps its wings , disappearing into a cloud . His brow furrows . Perhaps there really are some things that can not be explained . Holmes looks over the side of the bridge , sees : IRENE is awkwardly splayed on the lower level . She appears to be dead , possibly a small trickle of blood is coming out of her mouth . Holmes moves down to her . He takes her hand .His fingers move to take her pulse . Her eyes pop open . Irene makes a quick move : she tries to CUFF him . But this time , Holmes is ready for it : He reverses the move , cuffing her instead . He takes a seat next to her . They sit there for a beat , an odd lovers ' moment looking out over the Thames .A bit of a smile and break .Holmes reaches over to grab the key . Their faces close , near a kiss . Holmes drops the keys down the top of her shirt -LRB- just as she dropped them down his pants -RRB- . He snatches the DIAMOND from around her neck , turns and walks away . She smiles , calls out :Holmes walks away , pauses to pick up Watson 's sword stick , keeps walking . At the end of the top of the stairs . Holmes hands the Cylinder to one of the policemen .

Rain falls softly .Then Lestrade cracks a smile .Holmes keeps moving into the night . The storm curls around him , the rain falling hard . And he sees . A shadow is waiting for him . We recognize the figure of WATSON . Holmes ca n't help but smile . He joins Watson , no words spoken . Holmes holds out Watson 's sword stick . Watson takes it . The two of them stand looking out down the Thames .

MOVING DAY . Mary and Watson walk towards 221B . A DRIVER loads Watson 's boxes into a CARRIAGE that waits in front of the apartment .Watson takes a quick look in one of the boxes .Watson laughs then pauses for a moment to consider this idea before they enter .

As Watson and Mary climb the stairs , it becomes clear that Mary now wears IRENE 'S DIAMOND on her finger . Holmes had it made into an engagement ring .

Watson opens the door of Holmes ' apartment revealing a horrific scene : Holmes is hanging from a rope , his back to them . He looks dead .Watson and Mary step in but do nothing to help Holmes .Watson pokes him . Turns him around .Watson and Mary walk by .Watson draws his sword .He finally uses his sword stick and slices Holmes down . Holmes tumbles to the ground .CLOSEUP OF WATSON 'S DOG Stiff as a board .Watson feels for a pulse in his dog 's neck - he shakes his head . They are interrupted by a knock on the door . Constable Clark enters .Clarky nods .Holmes and Watson look at each other - complete change of demeanor - mind racing , looking concerned . The dog has regained its vital signs .CLOSEUP ON HOLMES AND WATSON Piecing it together :Constable Clarke nods . Holmes pulls his coat on .Watson nods .Mary looks at Watson who is clearly trying to curb his enthusiasm and interest . A KNOCK . The Driver pokes his head in .Watson nods , the Driver exits . Watson turns to Holmes .FLASHBACK -

We FOLLOW POLICEMEN heading into the sewer tunnel . They spread out to seal the crime scene , where Holmes had dismantled Blackwood 's device .SERGEANT SMITH sees a POLICEMAN leaning over the device .The policeman looks up , and a GUN slides into his hand by means of the same device we saw in the carriage scene with Irene . We do n't see his face .BANG !

Clarky nods .Holmes and Watson look at each other - complete change of demeanor - mind racing , looking concerned . The dog has regained its vital signs .CLOSEUP ON HOLMES AND WATSON Piecing it together :FLASHBACK - THE POLICEMAN removes a small receiver - like object from Blackwood 's device . BACK TO PRESENT Constable Clark nods . Holmes pulls his coat on .Holmes nods .Mary looks at Watson who is clearly trying to curb his enthusiasm and interest . A KNOCK . The MAN from the stairs pokes his head in .Watson nods , the Driver exits . Watson turns to Holmes .

Mary and Gladstone wait for Watson in the carriage . Holmes and Watson stand in the doorway . A stiff beat . Holmes extends an awkward hand .Watson shakes Holmes ' hand , puts a hand on his arm . A warm look , an understanding between the two men .Watson moves to the open door of the carriage but Mary stops him .She waves to Holmes as the carriage pulls away . Watson looks relieved and excited .They climb into Constable Clarke 's black mariah which pulls away down Baker St. We PULL BACK FROM the carriage WIDE and UP like our opening on Baker Street - perhaps the POV of the raven . FADE OUT . THE END

Paul Thomas Anderson Based on "Oil!" by Upton Sinclair FINAL SHOOTING SCRIPT Pink 7.25.06 Blue 5.18.06 White (Numbered) 2.20.06 This script is the confidential and proprietary property of Paramount Vantage, and no portion of it may be performed, distributed, reproduced, used, quoted, or published without prior written permission. OVER EXTERIOR SHOT OF HUGE MOUNTAINS IN THE B.G., PURE DESERT IN

CAMERA looks up a steep trail. Half the frame filled with a hill in close distance, the other half is sky ... over the top of the hill we see a prospector's pick come up and then down ... up and then down ... up and then down ...CUT TO:

DANIEL c. PLAINVIEW (late 30's here) is, with pick and ax, in the middle of the day, in 110 degree heat in New Mexico, searching for SILVER.

He has a shaft about fifteen feet deep at this point. Nearby is a MULE and a CART. He digs and digs and digs.

The MULE is pulling a cart filled with his prospector's supplies. He walks beside, across the very rough desert terrain. HOLD. CUT TO:

He's back at it again. The SHAFT IS NOW TWENTY FEET DEEP. He hears something outside the SHAFT in between swings of the pick... He listens ...waits ... continues with the work... but turns back and climbs up out of the SHAFT...4A His MULE has dropped dead in the heat. It is out like a light, 4A turned over on it's side, the CART has fallen over with it ... He walks over, inspects, wipes his sweat off, takes a break for a minute and then goes back in the shaft. CUT TO:

he arrives at the opening ... He puts himself on his back and rests ... HOLD.

cu. PICK into earth once again. CU. DANIEL. He sees something in the earth here. HIS POV- IN THE ROCK. The clear tracing, glistening vein of a SLIVER ORE CHAMBER.OUTSIDE THE SHAFT, LATER. He unleashes the dead mule from the CART. and begins to LOAD IN MASSIVE CHUNKS OF ROCK, LEADED WITH SILVER ORE INTO THE CART. He catches his breath. He wipes his face and he goes back into the SHAFT - but as he starts back down - somewhere between passing out and tripping -- he plunges - loosing all his balance, twists around and HEADS FEET FIRST STRAIGHT DOWN THE 6A SHAFT WITH NO HOLD - AND LANDS AT THE BOTTOM 6ACU. DANIEL. maybe a few moments later and he has come to ... he looks up to the top of SHAFT and sees the light - So... over the course of however long it takes, he pulls himself up and out of the MINE SHAFT.7A As he opens his eyes, he notices that the CART - from the weight 7A of SILVER ORE - it has tipped forward ... and in doing so, has dropped his CANTEEN OF WATER that had been strapped safely to the cart - water dribbles out in a pool of mud where the canteen sits. CUT TO:

DANIEL is pushing the cart with the upper half of his body ... then he drags himself to catch up with the cart - he does this over and over and over and over again across the desert floor - CAMERA BEHIND HIM. Way off, in the distance, about a mile, is the trace of a small town - CUT TO:

DANIEL, laying on his back on the floor of the office. CU's of watching the assay process and tallying up the value of the silver... He will sell this lease and move on... CUT TO:

DANIEL is working again in a large field with some MEN. There is: CANBURRY (30s) an OLDER MAN (50s) and a YOUNG MAN (around 15) and a mining acquaintance: H.B. AlLMAN (30s) and nearby, kept in the shade in a small bassinet, is a ONE YEAR OLD BABY, Ailman's son (H.W.) They are again, with pick and ax, digging a well. They have a rope to a Horse and have connected the rope to a pulley to raise and lower buckets into and out of the muck. They shovel the muddy dirt into buckets, load the contents onto a cart, which they take by a MULE to another area and dump. CAMERA LOOKS DOWN INIDE THE WELL. They are at SIXTY FEET. Inside the well is DANIEL and AlLMAN. Under their feet is oil soaked SHALE ... it is emitting considerable quantities of gas and crackling like heated popcorn. The FUMES are CHOKING. They have RAGS TO THEIR FACES. After a few moments, DANIEL PASSES STRAIGHT OUT. AlLMAN SMACKS HIM, SMACKS HIM. WAKES HIM. CUT TO: CU. NEWSPAPER CLIPPING. It shows the picture of an old, very crude derrick in Pennsylvania.CUT TO:

DANIEL, AILMAN, CANBURRY all stand over the picture, pointing to it, getting to the bottom of how it works. quick scene discussing exactly what would be needed to build such a rig.

This crew of men has erected a very CRUDE TWENTY FOOT TALL DERRICK. They have fashioned a drill by attaching a cross shaped bit to a three inch rod. They've got a pump, driven by horsepower. DANIEL operates the drill that's essentially a 20ft eucalyptus tree. The large apparatus drives deep into the ground - the first hit is very successful. He brings the drill back up for a second attempt.CUT TO:

DANIEL drives the 300 pound apparatus down - it breaks loose from his hands -- SLIPS COMPLETELY FROM HIS GRASP - AND PLUMMETS - He is left holding nothing ...

14A ANGLE, DANIEL, UP AT THE TOP. 14A looking down after it, then back up at the rig they've built. He looks to Ailman. CUT TO:

AlLMAN has DESCENDED INTO THE DARK HOLE. DANIEL and the rest are up top. AlLMAN wears a RUBBER RAIN SLICKER. MUD EVERYWHERE.15A MOMENTS LATER, AT THE TOP. 15A AlLMAN AND THE DRILL PIECE ARE PULLED TO THE TOP. CUT TO:

IN THE WELL, AlLMAN, HALF PASSING OUT, AND HANGING FROM A PULLEY DEVICE, WRESTLES THE DRILL FREE BY KICKING IT WITH HIS FEET OVER AND OVER AND OVER AGAIN - IT EVENTUALLY BREAKS FREE AND CAN BE BROUGHT UP.

with DANIEL. It's all been re-constructed. They are drilling. drilling. ON ONE BLOW -- they HIT SOMETHING VERY HARD. SOLID.CUT TO:

it lands on the ground. It's ABSOLUTELY SOAKED in OIL measuring up about lOft on the large WOOD DRILL PIECE. DANIEL enters FRAME, on his side ... gets down and looks at it.

His breathing gets heavier and heavier and a little crazy. HOLD.

This scene shows how they are taking the oil, dumping it into a reservoir they've built, then taking that and putting it into whatever they've got: cans, containers, barrels, bottles, etc. etc. AILMAN works while holding the one-year-old H.W. in his arms. CUT TO:

DANIEL and AILMAN are in the shaft, working something. They are moving in and out of consciousness, but are somehow driving forward, fixing a part of the drill. OIL and MUD are pooled underneath them. DANIEL hears something. looks up.CUT TO:

a very large, sharp piece, like an icicle, cracks in the support and comes flying STRAIGHT AT CAMERA.

INTO THE TOP OF AlLMAN'S HEAD, BLOOD PUSHES FROM HIS MOUTH AND EYES AND SPRAYS DANIEL.

his eyes wet and out of breath from the struggle, looking at what he's done. HOLD. He gets up --

Daniel drags Eli's dead body down the lane of the bowling alley, leaving a streak of BLOOD...

DANIEL looks at the BABY, HW, in the basket ... HOLD. He picks him up and walks around with him, holding onto him awkwardly... He puts him back in the basket, looks around... looks back at this baby H.W... CUT TO:

The young baby H.W. is CRYING at the top of it's lungs, laying in the bed next to DANIEL who is out cold. Everyone else is asleep in this flophouse. Daniel wakes up, takes some WHISKEY from his bag, pours it on his FINGER and puts it in the baby's mouth. He sips some himself ... baby H. W. cries and cries and cries ...CUT TO:

DANIEL carries the baby H.W. to a corner of the flophouse where a MOTHER and FATHER and THREE CHILDREN are sleeping.

~The MOTHER gently takes out her breast and puts the baby H.W. to it, calming and quieting the child.

CAMERA holds on DANIEL sleeping. The baby, H.W. is in the seat next to him, awake and looking about. CAMERA moves in CLOSE ON THEM BOTH. HOLD. LONG DISSOLVE TO: CU. DANIEL CALDECOT PLAINVIEW. (D.C. PLAINVIEW) 1908 A few (six) years later. He is dressed well now. slight show of some wealth. overcoat, haircut, clean shaven, etc. We see nothing but him as he speaks;An OC VOICE INTERRUPTS, LOUDLY; Daniel holds his composure.REVEAL, AT THAT MOMENT, young H.W. (age 7) He is standing behind Daniel and looking at the group OC. Daniel and H.W.;REVERSE, THE ROOM, THAT MOMENT About TEN FAMILIES have packed themselves into a very small BUNGALOW HOME in Signal Hill near Long Beach, Calif. They are a hungry group;LET HIM FINISH. Please, Mr. Plainview --HOLD ON THE ROOM. Everyone has taken this in, then: THE ROOM ERUPTS AS EACH FAMILY SCREAMS AND YELLS AND UNLEASHES THEIR WRATH AT EACH OTHER ABOUT HOW THEIR LOTS SHOULD BE DIVIDED AND ROYALTIES SHARED AND MEASURMENTS OF 11 SMALL LOTS" 11 BIG LOTS" 11 JUST GO WITH A FAMILY OPERATION, IT'S MORE IMPORTANT!" A MAN SCREAMS: 11 BULL." We witness human dignity go completely out the window. Daniel stands, slowly turns and walks out the door, without even being noticed. H.W. walks out behind Daniel\_ CUT TO:

Ladies and Gentlemen, I've traveled over half our state to get here this evening. I couldn't get away sooner because my new well was coming in at Coyote Hills and I had to see about it. That well is now flowing at two thousand barrels and it's paying me an income of five thousand dollars a week. I have two others drilling and I have sixteen producing at Antelope. So- Ladies and Gentlemen- if I say I'm an oil man, you will agree.

You have a great chance here - but bear in mind: you can loose it all if you're not careful. Out of all men that beg for a chance to drill your lots, maybe one in twenty will be oil men; the rest will be speculators - men trying to get between you and the oil men - to get some of the money that ought by rights come to you. Even if you find one that has money, and means to drill, he'll maybe know nothing about drilling and he'll have to hire out the job on contract - and then you're depending on a contractor that's tryin' to rush the job through - so he can get another contract just as quick as he can. This is way that this works.

I do my own drilling and the men that work for me, work for me and they are men I know. I make it my business to be there and see to their work. I don't lose my tools in the hole and spend months fishing for them; I don't botch the cementing off and let water in the hole and ruin the whole lease.

I'm fixed like no other company in this field and that's because my Coyote Hills well has just come in - I have a string of tools all ready to put to work... I can load a rig onto trucks and have them here in a week. I have business connections so I can get the lumber for the derrick - such things go by friendship in a rush like this. And this is why I can guarantee to start drilling and put up the cash to back my word. I assure you, whatever the others promise to do, when it comes to the showdown, they won't be there ...

It's not up to me to say how you're going to divide the royalty. But let me say this; whatever you give up so you can get together it will be smart compared to what you may loose by delay. The crooks and the gamblers are near and the wolf is scratching the door. Ladies and Gentlemen, take it from me as an oil man - humbly - there aren't going to be many gushers here at Signal Hill. A field plays out very quick. In two or three years, these wells will be dry - even this discovery well that's gushing down the road and has everyone so crazy. So my suggestion, with respect, is take a smaller share of royalty and we will see that it's a small share of a bigger royalty. That, ladies and gentleman, is what I had to say.

Mr. Bankside, I'm not going to waste your time and I'd like it if you didn't waste mine. If you want to sign with me we can have a well drilling within ten days. Your lot is further North from the discovery well up here so it means we will probably have to dig deeper. If there's as much oil up here as I think there is, it will be harder to reach but once we find it we can take it right out. But we have to act quickly because very soon these grounds will dry up. I need you to know what you want to do. Because of the distance from the discovery well I'll pay you a smaller royalty than you'd get down there- but I'll give you a thousand dollar bonus on your lot.

A sixth - now that's standard. And a guarantee to start drilling within ten days -which isn't.

She died at child birth, Mrs. Bankside. It's just me and my boy.

I think you'd have to let me know what you know. And we would try and work something out.

just because there's something on the ground doesn't mean there's anything beneath it.

I'll give you one hundred dollars now and if it looks like a promising lease, I'll give you a thousand dollar bonus.

tell me one thing to help me decide: what else do you have up there? what do you grow?

If I travel all the way there and I find out that you're a liar, I'll find you and I'll take more than my money back, is that alright with you?

We're hunting for quail. We were told there might be a good place to camp up here near the Sunday ranch ...

Pleasure to meet you. We heard there was an earthquake here a few days ago is that right?

No, please. We set ourselves on this camping trip, we've got to do the camping.

That's alright, I thought maybe we'd make a fire. I wanted to work with my son on making a fire.

Thank you for your hospitality, Abel. we'll stay out of your way, just hunting quail -

Well, Brother Abel, we are told in the Book not to discuss our faith with stangers. Even if they're so nice and helpful.

Yes, that's right. uAnd the Gospel must first be published among all nations."

But according to our faith, we believe that we get to know a man through friendship and business - and we talk about faith later.

He puts his pigs here - near the sulphur water to kill their fleas and cure the mange. This is a nice place to drill. This is your pay sand.

so-so. if there's anything here ...we take it to the sea -- we can go into town and see a map - but what we do - we take a pipeline from here to Port Hueneme or Santa Paula and we make a deal with Union Oil - this is what we do and we don't need the railroads and the shipping costs anymore, you see?

and then we're making money. we make the real money that we should be making and we're not throwing it away -- otherwise it's just mud.

no, no, no. you don't have to leave. You may stay here as long as you like and I will give you my word - you can have all the farming rights - what we can do is develop a lease - I will lease you the land after the purchase for the next ninety-nine years at ten dollars a year.

If we decide to drill for oil, if the well begins to produce I'll give your Church a five thousand dollar signing bonus.

do you want to find someone else that's gonna come up here and drill? Eli? make the investment and do all the work that goes into it? I can hunt for quail on another ranch just as easily as I can here.

I would be happy to be a supporter of your Church as long as I can. with the bonus only ... I do have some connections that could get us started drilling for oil...how do you feel about that Abel?

Well...!' d like to talk to you. I'm looking for some land, I've

I want you to buy this for me and I want you to be my man, Al. But I want it just enough to pay fair price - and I don't want it any more than that. People don't need to start boosting prices. If they do, you can tell them to forget it and I'll forget it too. You can collect your commission from the seller in the usual way and on top of that you can have five percent from me. And that'll be what makes you a man. You seem aware enough that this should be done quickly and quietly so there aren't any ideas that there's a boom on - does this make sense to you?

you make the buying for an unknown client you buy the options for cash - that means if someone is home you should be able to make a deal right there -

I have some and I can have a wire for more in the morning. have the options ready so they can be signed on the spot

I carry everything in my car. These forms will make it easy for you- so let's type up an agreement to list these tracts and purchase the Sunday tract.

If I needed to get a real road in Little Boston that went out to the Sunday Ranch -- who would be a good man to talk to?

can you contact him for me and have him meet my son out at the Sunday ranch?

To drill a proper well. My son knows what I'd like done. Can I use that telephone?

Hello, Gene. Charlie. You guys are a long way from Signal Hill. You on your way somewhere else?

I like you Gene, and I wanna tell you: If you're gonna make a play: look east, cause there's a lot around here that's been taken. I'd rather have it be you than someone else.

Thank you. That's very nice. Good luck. Remember what I said. Go east.

You did a nice job on the water well, son. very nice, thank you.

I don't have time to sit and speak with this man, he either wants to sell or not.

It's a very good tract, this is where the sulphur is, don't tell me if it's good or not, Al, you

I don't see what good talking is going to do. What does he raise up there, those pigs?

Well...let him wait. I don't need this man and I don't need to sit and talk with him to do what I want. You did a good job, here. Al, Thank you.

Not yet. What's important now is protecting the quail. Do you think you can get "No Trespassing" signs over my 10,400 acres?

It's such a pleasureable evening to be here and begin this -- One man doesn't prospect from the ground - it takes a community of people. And this is the best way - we stay together, we pray together, we work together and we share in the wealth together. Now before we spud in, "Mary's Well Number One," named for the lovely Ms. Mary Sunday who is with us today-

Your welcome. I knew you would like it. Are you happy that I came here?

Daddy doesn't hit you anymore does he? does he now? he better not, right? I'll take care of you.

No more hitting, right? no more hitting. Now go. go play some more and don't come back!

Joe Ghunda was a deeply faithful man and I was hoping you might speak at his burial.

Yes it could have. These men work in twelve hour shifts and they need their rest. If they don't have it they make stupid mistakes.

We need these men rested to bring this well in - some of them can't get it if they're coming here for your gospel - and then the well can't produce and blow gold all over the place.

We'd be honored to have you speak at his burial tomorrow. We can do it at noon if that's alright with you?

I must confess that I only know of two revelations ... there's one in the old testament and one in the new testament ... is that right?

I think Eli is a lunatic. And I think you are a weak little man. And I'm glad to have your land and to make a living off it where you couldn't. You're lucky the day I showed up here, Abel. So I want you to stay away from me now. go back down to your house and stay there. you'll know when the well comes in.

You alright? You alright? GODDAMIT TALK TO ME. WHAT'S WRONG? WHAT HAPPENED? SPEAK. TELL ME.

I love you, I love you my boy. it's alright. listen to me if you can: you'll be fine. a-b-c-d-e-f-g-h-i-j-k-I love you I love you. 1-2-3-4-5-6-7-8-9-1 0-11-12-13-14-·-··

Who do we know in San Francisco or in Los Angeles that would work with - we can - someone

I'm going... ! have to go and see about the rigs ... Do you understand?

I can't stay here with you all day, I have to take care of our business.

I will build you a school here and you can bring all the children down.

I'm offering to build you a school that's anything you want it to be.

We'll bring their families. We can build a school that is the best in this State. In this country. You're the best teacher they say,

Not anymore. I'll have a temporary school built in one month and once you're here we can make plans for a larger place to be built within

a year. I'll pay you two thousand dollars in salary and build you a home as well. Does this sound fine to you?

Well then get out of here. get out. I'll have someone get you back to San Francisco.

That's all over. Someone will get you back to San Francisco, I'm wasting my time with you right now if you don't take my offer I have work. I have important work.

aren't you a healer and a vessel for the holy spirit? When are you coming over and make my son hear again? CAN'T YOU DO THAT?

I'm gonna make you leave here and bury you under ground, Eli. get away from me.

just answer me directly. you say, "nothing," and then you say you want to stay and work. it's better I'd just like to hear you say you'd like to be here.

I worked for Geological Survey and went to Kansas ... ! couldn't stay there. I just couldn' t ... I don't like to explain myself.

I have a competition in me. I want no one else to succeed. I hate most people.

There are times when I look at people and I see nothing worth liking.

I've worked people over and gotten what I want from them and it makes me sick; Because I see that all people are lazy.

I want to make enough money that I can move far away from everyone.

I don't know. Maybe it will change. Does your sound come back to you? I don't know. Maybe no one knows that. A doctor might not know that.

I've built my hatreds up over the years, little by little, Henry...

...to have you here gives me a second breath... ! couldn't keep doing this on my own with these people •••

I'll be right back. I'm going to go to talk to the conductor. I will be right back. you stay here. you stay here?

I have three wells proven, you haven't been paying attention. It's three proven wells.

If you were me and Standard offered to buy what you had for a million dollars ---- why? So why?

...you guys should scratch around and find it like the rest of us instead of buying up someone else's hard work --

you don't control the railroads? of course you do. of course you do.

One night.---! 'm gonna come inside your house, wherever you're sleeping...and I'm gonna cut your throat.

It's the irony of fate that they have to come knocking isn't it? trying to buy up what we've done- we'll do it this way and we won't have to grovel.

That woman should have listened to me. we could have built them something better\_.

Do you really think I wouldn't know my own brother."? That I would be taken like that?

We've worked together for a long time, Fletcher. But you're not my brother. and that might make you envious.

Don't talk anymore about it or do that, to talk to the~. He's my brother. That's it.

That woman should have taken our offer to build a hospital. Stupid.

I'm Daniel Plainview... ! want to talk to him about his property...

you tell him I'd like to speak with hba.. not for drilling... I '11 be back in a week.

-- this is my brother Henry Brands from Wisconsin. Press St. Clair.

There was that house in Fond Du Lac that Maurice LaConte built - do you remember?

I thought, when I was a boy, that was the most beautiful house I'd ever seen and I wanted it. I wanted to live in it and eat in it and clean it and even as a boy, I wanted to have children...to run around it.

No. I'm sure if I saw that house now it would make me sick. I need something better.

I'm looking for a fresh start, Eli • ... I need your blessing...

Standard offered us a million dollars for the Little Boston leases. I told them no. We made a deal with Union on the pipeline. and all of our output.

We're gonna have that Teacher help you and help take care of all this.

I need your help. we got everything we need now to build this company...

you see him? you don't tell me how to raise my family. I told you not to tell me how to raise my family so what do you see?

I've made a deal with union and my son is happy and safe and I'm taking care of him now - so you look like a fool, Hamil ton. Don't you?

You can't apeak. so why don't you • just tell me where you've been? • or do you think I don't know? •

I know that we have no business \* to be done in the Sunday Field. • and I know that if you take \* my rail car on business it should \* be used for business. \* and I have no business with Pletcher • Hamilton. so what is it that you're \* here to tell me?

It's called drainage. I own everything around i t ...\_.\_.so I get everything underneath it.

Do you? I drink your water, Eli. I drink it up. Everyday. I drink the blood of lamb from Bandy's tract.

You're not the chosen brother, Eli. It was Paul who was chosen. He found me and he told me about your land. You're a fraud.

I did what your brother couldn't. I broke you and I beat you. It was Paul who told me about you. He's the prophet. He's the smart one. He knew what was there and he found me to take it out of the ground.

If you have a milkshake and I have a milkshake and I have a straw and my straw reaches ACCCRROSSSSSSSSSS the room starts to drink your milkshake:

CAMERA leads DANIEL and H.W. out of the bungalow and onto the street, they are followed out of the house by a small man named PRESCOTT (50s) pleading his caseDANIEL and H.W. keep walking, THEY JUMP OVER THE OIL THAT FLOWS IN THE GUTTER, OF THIS SUBURBAN TRACT COMMUNITY/UNDER CONSTRUCTION. PEOPLE IN THE STREETS, BUYING, SELLING, ETC. WE CAN SEE THE TOP OF A DERRICK IN THE DISTANCE ON A HILL. They walk down the center of the street and off up a side road CUT TO:

No confusion, let us just, please come back and we can all settle this -

DANIEL is now sitting with a nice, mild mannered man: JIM BANKSIDE (50s) his WIFE sits with him and their TWO SONS aged 10 and 12. HW sits beside Daniel and a bit behind;BANKSIDE (to kids)The oil-game is like heaven. Everyone is called but few are chosen.Where is your wife?Bankside takes all this in, then: CUT TO:

DANIEL is guiding the process on the floor of the derrick, Which has been erected ON TOP OF/NEXT TO/IN the BANKSIDE HOME. HOLD on this process, and introduce the main team of DRILLERS that Daniel works with; BEN BLAUT (40s), MURGINS (50s) JOE GHUNDA (40s) and FOUR OTHER FACES/ROUGHNECKS. We watch them and hear technical details, etc . ... there is a DEEP, DARK RUMBLE ... the men get ready ... •. it's very quiet~ 25A ...CAMERA looks straight down onto the men working ... and IN A FLASH: 25A25B ...OIL SPRAYS ALL OVER THE BANKSIDE HOUSE ... 25B ... THE MEN CONTAIN THE GUSHER and "tie-off" ... leading the oil into waiting LARGE DRUM CONTAINERS. 25C ... INSIDE THE CONTAINER' s ...we watch the OIL FILL UP. 25C CUT TO:

Inside what was the Bankside horne, Daniel and his main partner in business: FLETCHER HAMILTON (40s) have made offices. It's clearly been a few hard weeks of work, the horne is now dirty, cramped, with tools, paper, etc. This has become their horne base. Just outside the window, we see the BASE OF THE DERRICK, invading the living room/kitchen - H.W. sleeps on a cot in the corner, behind Daniel's desk. OUTSIDE, we hear the drilling and yelling and all the rest of the circus ... A YOUNG KID (PAUL SUNDAY aged 16) knocks on the screen door, looks inside. He is skinny, dirty, traveled, worn;He steps inside.BEAT.BEAT. He sits.to one church in particular - I like them all - I like everything. Where are you from?BEAT.BEAT. Paul just looks at him;H.W. wakes up in the b.g., behind Daniel's desk and looks at the scene, sees the boy, looks around... Paul looks from H. W. to Daniel;PAUL SUNDAY (to Fletcher) Who are you?Daniel reaches into his pocket - he has $300 - Fletcher gets out an envelope and gives him another $300.ANGLE, MOMENTS LATER. They have a map spread out and tacked up on the wall. DANIEL, FLETCHER, HW and PAUL over it as he points.he points to an area about thirty miles north west.BEAT.Daniel walks over to him.nice luck to you. good bye. He leaves. HOLD with Daniel, Fletcher and HW.CUT TO:

If I told you I knew a place that had oil, where land could be bought cheaply - what do you think that would be worth?

.........we have oil and it seeps through the ground -- do you want to pay me to know where it is?

yeah, so: just give me five hundred dollars in cash right now and I'll tell you where it is.

We have a big ranch, but it's mostly rocks. you plant things, nothing grows but weeds - what makes you think it's up?

It's six now. I'm leaving my home for good, so I need this -- I want six hundred dollars. give it to me or I'll go somewhere else.

this is us here. spur station here at Little Boston. The Sunday ranch is what you're looking for. There's a sheep trail that leads you there - it's a mile from town heading west - not far. just through a small pass - near the base of the hills. follow the sheep trail.

My father and mother and and my sisters and my younger brother, Eli.

I don't know. My Uncle always said there was oil there - but I don't know what they heard or what they think.

it's goats. a goat farm. I told you: there's nothing grows up there but weeds.

Anything he's seeing on the ground could just be loose stuff set free~

an older boy about twelve, he's been there for a year, named Ballard.

Let me have someone look around Fond Du Lac to see your family and ask --

This is my business as well and it's only that ...what's best for the work... for the safety of all our work, there's no harm in contacting Fond du Lac and your family --

CAMERA looks down a long stretch of TRAIN TRACKS that cuts across a dry, flat, empty valley floor. We can see, in the distance, the faint trace of DANIEL and HW driving in their CAR on a road that runs parallel to the tracks. They bounce up and down, dust trail behind them- we PAN WITH THEM AS THEY ARRIVE AT: THE TRAIN DEPOT OF LITTLE BOSTON. We see some small, rolling hills in the distance~ They PARK THEIR CAR next to the SPUR STATION, UNLOAD SOME CAMPING EQUPIMENT FROM THEIR CAR and start walking off ...we see the TOWN OF LITTLE BOSTON NEARBY ... DANIEL and HW walk the road on the outskirts of town and towards the hills -- CUT TO:

They're walking with the HEAVY CAMPING EQUIPMENT. H.W. starts to fall a bit, with the camping equipment, Daniel catches him, props him up a bit;They walk some more until Daniel sees something coming up ahead in the distance, says to HW;CAMERA PANS LFT, becomes THEIR POV: Coming towards them, from the distance is a MAN. This is ABEL SUNDAY (50s) He is very frail, small, worn;They gain ground, get closer. THREE SHOT. HOLD.They arrive at each other.They continue to chat as they walk up the road. IN the distance are some minor rolling hills •.. they head around a bend... and we see a CHURCH ON A HILL... DISSOLVE TO:

Yeah, all fine, thank you. We've got some milk if you'd like, goat's milk up at the ranch if that's ok...

I can't hear my voice. I can't hear my voice, daddy. daddy, please make me hear my voice. I don't want this. I don't wanna.

that's fine. Eli, help this boy right now and get them some water.

I'm sorry we don't have any bread. Corn just doesn't fill out in the hills here. It's mostly rock and we don't have room to raise the grain ......

We're told in our book, uThe Lord has called us to preach the Gospel unto them."

My son is a healer and a vessel for the Holy Spirit. He has a church ...

This is according to the revelation of the True Word. This is it.

This is according to the Revelation Eli, this is according to --

The three men come up to the small, very run down HOME. Standing, waiting outside is the SUNDAY FAMILY: MOTHER SUNDAY (50s) RUTH SUNDAY (aged 12) MARY SUNDAY (aged 7) and a very skinny, man/boy, the son: ELI SUNDAY (aged 18) They make introductions, say hello, etc. About fifty yards from the house is a large oak tree;HW goes off to get some water. Eli just stands.Ruth goes off to get some eggs. HW comes back with some water;Eli reluctantly goes off to get some wood, Daniel walks over to Abel, extends his hand;They chat a bit more as -- DISSOLVE TO:

DANIEL and HW and ABEL SUNDAY sit close to the FIRE. Just back a bit, on stones, sits the rest of the FAMILY and ELI. Abel directs the girls to clear and wash their dishes - they collect the dishes, and then;ELI speaks up;DANIEL (to Eli) No, son. We haven't.No one seems to know what to say next, so they stand and say good night and head back to their house. Daniel, H.W. get inside their tent. DISSOLVE TO:

Our earthquake means that the Holy Spirit has grown weary of drunkeness and lying in the world.

I think that you should share the mineral rights with my Church. you've given us the farming rights, now why not share the mineral rights?

Hello, Brother. Hello. Good afternoon. The Church Of the Third Revelation would Love to welcome you and offer an oasis of healing by the Holy Spirit...

You can just follow the new road right to the Church... the new road will lead you there.

Good, good. Daniel, I understand that you've asked everyone to come around to watch the well start, is that right?

That's right. And maybe you could say, "The proud son of these hills •• "

When you introduce me. So you would see me walking up. and then. as I arrived, you could say, something, a few words and then say: "and now: the proud son of these hills, who tended his father's flock..." and then you would say my name.

Good. And then we can proceed after I say a few words to the followers and the people. what happens then?

...Daniel: This accident could have been avoided. It's terrible to think of that drilling well working away up there unblessed

I've seen some of the men drinking alcohol - do you think that has something to do with it?

-I wish I'd had more time with Joe Ghunda...more could have been done.\_

I had a vision from the Holy Spirit that we'd be needing more room at the Church of the Third Revelation. He explained to me I was to break down this wall, for his visits would be often -

You should have let me bless the well, this wouldn't have happened to him-

You owe the Church of the Third Revelation five thousand dollars as part of the arrangement that we made.

You've let someone come in here and walk all over us. You've let him in and do his work here and you're a stupid man for what we could have had. Nothing but goats and rocks and all the time we were rich.

you didn't do anything but sit down. You're lazy and you're stupid.

Do you think God is going to come down here and save you for being stupid? He doesn't save stupid people, Abel.

How did he come here? Do you want to know? I KNOW. I HAVE SEEN THIS IN A VISION. It was your stupid son. It was Paul who told him to come here. I know it. He told him to come here and he told him what he could take you for. He went to him and he said, "My stupid, weak father will give away his lots - go and take him - 11 and you let it happen -- from a stupid father to a stupid son.

You listen to this boy, because I know you can hear me: Your Father has provoked me.-and he has provoked God. You should save yourself before it's too late.

I truly wish that everyone could be saved - but it's just not the case. The doctrine of universal salvation is a lie. I wish everyone would be saved, but they won't! No They Won't! You will never be saved if what -- ?

Daniel: You've come here and you've brought good and wealth but you have also brought your bad habits as a backslider.\_

you've lusted after women and you have abandoned your child. Your child that you raised, you have abandoned all because he was sick and you have sinned - so say it now, "I am a sinner." Say it, say, "I AM A SINNER."

... that's enough now...that' s enough...he must take the Holy Spirit in on his own now-.

That's right. I'm going on a mission. Oildale, Taft, I'm going to Bakersfield. I've been invited to spread his word-and it's time for our congregation to grow.

ahhhh. things go up, things go down but at least the Lord is always around.

no, no...But I come with some sad news: Perhaps you remember Mr. Bandy?

He lived to be 99 years old. Mr. Bandy has a Grand Son. have you met his grandson? William?

Daniel, I'm asking if you'd like to have business with the Church of the Third Revelation in developing this lease on young Bandy's thousand acre tract.

I'm offering you to drill on one of the great un-developed fields of Little Boston!

I would like a one hundred thousand dollar signing bonus plus the five that is owed with interest.

... I am a false prophet and God is a superstition. If that's what you believe, then I will say it.

But there are no derricks there. This is the Bandy tract. Do you understand?

oh, Daniel...please... I 'm in desperate times ... ! need a friend ... ! feel the walls closing in... I'VE SINNED... ! NEED HELP ... ! 'm A SINNER... I've let the Devil grab hold of me in ways that I never imagined! I'm so full of sin.

ohhhh yes he duz. yes he duzzzzaaaa! aaaaawhoa. HE'S COMPLETELY FAILED TO ALERT ME TO THE RECENT PANIC IN OUR ECONOMY AND THIS. I MUST HAVE THIS • ... I must have this ... ! 've invested..my investments have ... oh, Daniel, I won't bore you, but I - IF I COULD GRAB THE LORDS HAND FOR HELP I WOULD, BUT HE DOES THESE THINGS ALL THE TIME, THESE MYSTERIES THAT HE PRESENTS AND WHILE WE WAIT...WHILE WE WAIT...wai t for his word...

Why are you talking about Paul? don't say this ...don' t say this to me, Daniel.

DANIEL and HW put out their morning fire, collect their HUNTING GEAR and head off CUT TO:

CAMERA leads/follows them as they move ... H.W. and DANIEL carrying their shotguns ...while they HUNT QUAIL. DANIEL fires first. We follow H.W. -- watch him SHOOT.H.W. runs off. In running to retrieve the quail he steps in something and stumbles a bit. He stops, turns back - recognizes something and slowly moves towards it --CUT TO:

starts to go crazy and scream for his Father and moves to run off the train -

BUT IS GRABBED by FLETCHER, who is there to take hold of him and calm him down\_.

They stand over a minor PATCH OF TAR/OIL SLICK that bubbles on the surface ... DANIEL is kneeling over it, dips a stick into it, moves it about, looks at it against the light -CUT TO:

He takes out a box of matches and attempts to light the stick on fire. Nothing.

He moves to another area of the oil slick and dips the stick in again, takes some out, strikes match and it FLAMES. HOLD.

CAMERA behind them as they climb up on top of a small hill, CAMERA rises above them and reveals the landscape; rolling hills. rocky and dusty and rough. not pretty. They look over the place. HOLD. 35A ANGLE, MOMENTS LATER. 35A They're walking, DANIEL is feeling the ground beneath his feet. SOUND SEQUENCE. Feel of the footsteps, crunch, etc. CUT TO:

They come upon a SMALL, RUNDOWN HOME at the base of some of the MOUNTAINS in canyon. Off to the side, in a run down PEN are some PIGS. There is a POOL OF FOUL SMELLING SULPHUR WATER surrounding the pen, THEY COVER THEIR FACES, LOOK AROUND;36A INSIDE, UPON THE WALLS, THERE ARE RELIGIOUS ARTIFACTS. 36A Crucifixions, portraits of MARY, etc. A small ALTAR with CANDLES. DANIEL and H.W. take a good look, then exit CUT TO:

They move to the house ... knock and get no answer ... they OPEN THE DOOR. ..

CAMERA holds on DANIEL. The Sunday Family and H.W. eat the quail, minor conversation... then:Everyone stops eating and looks at Daniel: Abel is very excited:BEAT. MOTHER SUNDAY speaks:Everything gets quiet.Do you think there's oil here?SOMETHING YOU DON'T KNOW!BEAT. Eli and Daniel hold a look on each other;BEAT. Eli is quiet.

many of the new faces here have joined Eli down at the Church of The Third Revelation - I know you haven't had the time -but I know that to lead a full life - you must make the time. I know that if Eli were allowed to perform a blessing on this well that it would bear fruit and you wouldn't have to go fishing.\_but you need to not be a backslider, Daniel. you're on a very bad path.

you don't like the way I raise my children and guide my family - but one day you will see that my faith is stronger than yours.

DANIEL and HW are driven on CART AND HORSE by ELI...They approach the TRAIN DEPOT AREA and their PARKED CAR.ELI (re: the car) is this yours?DANIEL hops down, grabs some camping equipment and moves towards the car. As HW moves to climb down, he gets a little stuck -- ELI gives HW a little PUSH, ACCIDENTALY/ON PURPOSE and he goes straight to the ground. Daniel turns and looks --They start getting their car packed up.Daniel and H.W. get in the car. Eli turns around the other direction, Daniel drives off - and honks the horn, heads into town -- CUT TO:

CAMERA behind them as they enter and greet the real estate man: AL ROSE (40s)just bought the Sunday ranch, and ... ...where' s the map? ANGLE, MOMENTS LATER. A MAP of the entire area is spread out on the desk in front of them; They look it over. Daniel takes out a small notepad and pencil, works it throughout;They sit down;HW goes outside -HW comes back inside with a leather BAG and takes out some FORMS.Al Rose looks up from the typewriter at him...CUT TO:

There's the Bandy tract which is the neighboring lot. He has over 600 acres

Al types out some contracts. Daniel stands over/behind him, says:

Congratulations, Mr. Plainview. It was all successful! We got all these lots at five and half dollars and acre for a total of 10,400 acres.

Well, this tract here next to the Sunday Ranch: This is Mr. Bandy and he wasn't interested in a sale.

He's an old man, Bandy... he homsteaded here. He lives with his grandson... he said he would like to talk to you...

I don't know. He just said he'd like to speak with whoever was doing the buying.

Well...maybe he wants to boost his price and just speak with you about it.

DANIEL and HW come in to do some business with the TRAIN DEPOT MAN: HOWARD SOMMERVILLE (50s) He introduces himself, makes small talk and goes about making filling out a TELEGRAM, hands it over;Daniel moves towards the TELPHONE across the room, while telling Howard the number he'd like dialed ... Howard works the switchboard and places the call for him, Daniel is connected with Fletcher; ANGLE, HW. he looks out the window and sees: THE TRAIN COMES DOWN THE TRACKS ACROSS THE VALLEY FLOOR, APPROACHING THE STATION. ANGLE, DANIEL. he is speaking with Fletcher, telling him to come up, etc. etc. His attention turns to the TRAIN as it PULLS UP OUTSIDE THE WINDOW. ANGLE, GENE BLAIZE and CHARLIE WHRIGHTSMAN. (50s) Two other INDEPENDENT OIL MEN step off the train and walk into the depot; They see HW and start to chat him up... Daniel finishes his call with Fletcher and walks over;They leave ... Gene Blaize calls out to H. W. --CUT TO:

Life must be easy when you've got such a cute face to carry around with you.

I'll be your lawyer if you need to draw up a contract - make sure you don't get swindled, boy -- get half of what your Dad is making -- !

H.W. and the young girl MARY are sitting around, talking. The WATER WELL MAN is at work digging the well, which HW supervises from a distance; FLETCHER has arrived now and is walking the area with a GEOLOGIST named FRED ENGLISH. They inspect the landscape/take measurements ...what are they doing?My father hits me in the face if I don't pray.does he do it a lot?CUT TO:

It's night and DANIEL and H.W. are in their tent. DANIEL is looking over maps, HW near his side\_.then:He nods.do you know how many other lots we got up here?CUT TO:

Mary told me that her father beats her if she doesn't do all the praying shivering lord stuff that they do...

DANIEL is with AL ROSE and they are looking over the MAP OF THE AREA that is spread on the desk; AL is pointing to it, giving details of Daniel's purchases;CUT TO:

There is a NEWLY MADE ROAD.-CAMERA moves over it and follows a TEAM OF HORSES CARRYING A HUGE IRON STEAM ENGINE ...ANOTHER TEAM OF HORSES CARRYING TONS OF LONG METAL PIPE-.THIS LEADS US AROUND TO REVEAL:CUT TO:

TALL. THERE IS A SMALL BASECAMP. TENTS/HOUSING for about TWENTY WORKERS. THE DERRICK IS ABOUT 200 YARDS FROM THE SUNDAY HOUSE.

A bit away from it all, H.W. and DANIEL have taken over an abandoned ranch house that's been overgrown-It's being cleaned up/furnished/etc. CAMERA watches as H. w. seems to be in charge of this-.working with the SUNDAYS: MARY and RUTH and MOTHER SUNDAY and making suggestions, cleaning weeds, etc. CUT TO:

CAMERA leads/follows ELI as he moves around the construction with a few FOLLOWERS from his CHURCH. They are handing out SMALL CLOTH BUTTONS and inviting the new faces down to the Church-.Eli is all smiles/cha~-The WORKERS take the BUTTONS.ANGLE, DANIEL'S BASECAMP OFFICE. The office is small, canvas walls, wood floor. Inside, Daniel is with FLETCHER and MURGINS (his foreman.) Eli knocks on the door;Do you think it would be nice - I think it would be nice if you introduced me - I could come up the hill, and just as I'm coming up the hill and I arrive at the oil well -CUT TO:

nearby, notices Eli moving about glad-handing.-He watches him carefully:

He takes a break, off to the side... smokes a cigarette..ABEL comes over, sits down with him;

HW and DANIEL stand in this cleaned up abandoned ranch house. It's been put together nicely;They exit. CUT TO:

This is a "spudding in" ceremony. Everyone is around. Slowly, we gather all the pieces of cast so far. HOWARD SOMMERVILLE is here. AL ROSE is here ... Sooner or later, revealing themselves: MORE OF THE TOWN OF LITTLE BOSTON, VARIOUS MEMBERS AND RANCH OWNERS WHO HAVE INTEREST OR WHO HAVE HAD THEIR LAND LEASED BY DANIEL. H.W. walks proudly near his father. Daniel steps up to make a speech. As he gathers to get ready, he notices, across the way ELI's arrival with some FOLLOWERS from his church. Daniel speaks to the crowd;Mary smiles.Eli waits for his signal.-Daniel passes him over and looks to HW.H.W. moves a lever, which gives the engine a thump and the CHAIN gives a PULL and the gears give a RATTLE and the ROTARY TABLE starts to TURN, and down underneath the derrick - comes the sound ---- of spudding in. So they've begun.ELI lifts his head high, ignores that he's been ignored and starts to leave-MEN begin to work the DERRICK. STAY and WATCH THIS. HOLD. CUT TO:

This is later that night. A small celebration and dinner has happened. At a long table, the last of some food. Various Little Boston residents. H.W. is running around with Mary. Daniel has maybe had a little too much to drink. Mary comes over and Daniel speaks to her, right in front of Abel:He leans in and holds her shoulder's kindly;She runs off. HOLD. Daniel holds a look on Abel, who looks away. Daniel gets up, walks off ... CUT TO:

DANIEL. He's asleep, so is HW. AN OIL WORKER, BEN BLAUT knocks on the door. no answer. they don't wake up. Ben enters the house. HW hears him, wakes;BEN tries to wake up Daniel. BEN (to Daniel) Sir. Sir. Sir. He gently touches him to wake him- nothing. He talks louder. He pushes him. he really tries hard to get him to wake up. His eyes open, but his body doesn't move.CUT TO: THE IMAGE. SHOW how it happened. Watch, in detail as this man JOE GUNDHA is working around the hole, under the main stage of the derrick, this is called, "the cellar" - he is working around deep, slippery mud and thin sheets of oil -- without slipping a cover over the hole - the dirt caves in about the edges, so that the top of the hole is a kind of funnel, it's edges slippery with mud.-Joe Gundha takes his chances - and slides around, falls on the edge of the pit, straight down, head FIRST.CUT TO:

Just ten minutes ago. We were changing the bit, and this fellow went down into the cellar for some reason - nobody thought about him for a while. he had no business being there.

DANIEL and the WORKERS are working with a THREE PRONGED GRAB. It's essentially a CLAW that they are bending to fit down the hole. They get the metal bent and attach it and then start it's descent down the hole.-They've ripped up the floor boards on the base of the derrick to make more room --- 58A ANGLE, INSIDE THE HOLE, WITH THE BODY. LOOKING UP. 58A Various angles that show the BODY. and the claw coming down towards it58B THE BODY IS PULLED UP AND OUT OF THE HOLE, COVERED IN MUD AND 58BDANIEL (to the Men)Daniel walks off. CUT TO:

CAMERA notices, on the body, is the CLOTH PIN from Eli's church.

DANIEL and FLETCHER and MURGINS are collecting the dead JOE GHUNDA's belongings. There are some books and clothes, but mainly RELIGIOUS ITEMS. BIBLE, CROSSES, PICTURES OF JESUS, MARY, ETC. DANIEL packs these things up and looks closely at them, then; CUT TO:

-.and from that day to this when a man has been a sinner and has covered himself, it has been by and through faith in the shed blood of Jesus Christ. Every Jew covered his sins and received pardon through the blood of the rams and the doves! An infidel that I met in Isabella County said to me once, (mimics voice) "But I Don't Believe In Atonement Through Blood. It Doesn't Come Up To My Ideas Of What Is Right." I SAID: "TO HELL WITH YOUR IDEAS OF WHAT IS RIGHT. DO YOU THINK GOD IS COMING DOWN HERE TO CONSULT YOU WITH YOUR GREAT INTELLECT AND WONDERFUL BRAIN AND FIND OUT WHAT YOU THINK IS RIGHT BEFORE HE DOES IT? YOU MAKE ME SICK! YOU THINK THAT BECAUSE YOU DON'T BELIEVE THAT IT ISN'T TRUE? FOOL!"

ELI is healing an OLDER WOMAN who is handicap and frail. He is casting the evil spirits out and holding her head - pushing out the spirits, shouting and whispering in unison until she is up and walking and speaking in tongues;

RIGHT YOU DUMMIES WHO YOU THINK GOD IS JUST BY AND LISTEN TO YOUR CRYING ABOUT WHAT YOU

Daniel approaches Eli at the front of the Church. Eli is going over some plans to break the back wall of the church down and add-on ...there is some pre-construction work already...FOLLOWERS and a few members of DANIEL'S CREW are there-.go about their business as Daniel and Eli speak;Eli holds up his hand for silence, and makes a silent prayer to himself, then looks up:BEAT.BEAT. Daniel regards the church;CUT TO:

Daniel and the Workers - they feel this and there are INSTANT CALLS TO STOP AND HOLD THE WORK -Feeling the drill, realizing something has happened down below. HOLD FOR A FEW MOMENTS as this is worked with, then: BEN BLAUT and DANIEL confer;He nods as if to say, "go ahead." So begins the process of "twisting off." Which means; THE MEN HAVE TO LIFT EVERY INCH OF THE 900 FT OF PIPE UP AND OUT, UNSCREW IT IN 15 FT. SECTIONS, FOUR JOINTS AT A TIME, "BREAKING OUT," THEY CALL IT, UNTIL YOU FIND OUT WHERE THE "BREAK" IS. CUT TO:

It's night now and many hours later: The BROKEN PIECE revealed to the men up top, it FALLS TO THE FLOOR OF THE DERRICK. DANIEL kicks the piece across the floor and off the derrick -CUT TO:

It's a bit later, and the MEN are "fishing" with a device that's like an ice man's tongs, attempting to grab hold of the other side of the broken piece and pull it back up.\_ ...the NIGHT CREW comes in to replace the day crew. We have 2 - 12 hour shifts for these workers. The NIGHT FOREMAN is MURGINS and he speaks with DANIEL and BEN who appraise him of the situation.Daniel doesn't say anything..ABEL sits ...it's been almost three weeks ... is that normal?... in your Church of the World, do you know the word, "backslider?"... sometimes I think if you were to be more honest with the Holy Spirit that some of this misfortune might pass. Silence.WITH THAT, ON THE FLOOR OF THE DERRICK, RISING UP AND BEING SUCCESFULLY FISHED OUT, IS THE BROKEN PIECE. THE CREW CELEBRATES, SMASHES THE BROKEN PIECE ON THE SIDE OF THE DERRICK, SWEAR IT UP AND DOWN-.DANIEL smiles, looks ahead and says:CUT TO:

CAMERA moves/walks with DANIEL around the derrick and the workers and all of it\_ -~Y and HW are nearby, playing with each other, they run past Daniel, who smiles to them and says;CUT TO:

DANIEL is talking with FLETCHE&-and working with his MEN • ...the MEN are working with "a jar," which is a tool that strikes HEAVY BLOWS and GETS THE CASING LOOSE, WHICH IS STUCK DOWN BELOW. They're using it to shake the casing loose ...But it's too late- SOMETHING SPARKS THE DERRICK. In one, two, three: THE DERRICK CATCHES TO FIRE AND ALL THE OIL BECOMES A FLAME. It's as if a FLAME THROWER is coming up from under ground. This catches to the oil that's spilled all around. BLACK SMOKE FILLS THE AIR.They boy is crying now and can't seem to make a SOUND. HE LOOKS AT DANIEL, AND WE HEAR NOTHING. DANIEL carries him down to safety at THE MESS HALL/BASE CAMP.-MEN SCRAMBLE TO PREPARE THE BATTLE WITH THE GUSHER. CUT TO:

Sitting with his legs strapped over the side of the derrick, near the hole -- HW listens to these blows, far down in the earth...watching it very, very carefully.\_

Out of the earth, like a rocket shoots -- GAS - with a HIGH SQUEEL AND FORCE, IT IS THIS HIGH SOUND AND INVISIBLE FORCE THAT SMASHES BW'S BAR DRUMS and BLOWS RIM OFF THE SIDE OF THE DERRICK --

HIS LITTLE BODY RISES IN THE AIR LIKE A RAG DOLL and he can do nothing but fall straight back down to the ground -

SOUND DROPS OUT OF THE ENTIRE SOUNDTRACK. And we watch him land, lift his head and look;

STRAY TOOL PIECES AND WOOD SHARDS from the Derrick that have been ROCKETED in the air come SLAMMING INTO THE GROUND ALL AROUND HIM, LODGING DEEP INTO THE SURFACE.

It blows WATER FOR A QUICK BLAST, THEN, OIL. IT IS SUDDENLY BLACK EVERYWHERE.

He has not seen what has happened to HW. He is busy trying to deal with the GUSHER. He runs up to the derrick floor - which is now covered in OIL - THEN:

DANIEL brings him in, sets him down, looks over his body to see it's all put together, HW is starting to loose it and go crazy; I CAN'T HEAR MY VOICE. I CAN'T HEAR MY VOICE.: DADDY, I DON'T WANNA, I CAN'T HEAR MY VOICE.:67A BASE CAMP FAMILIES are coming in here for SAFETY. DANIEL 67ACUT TO:

ANGLE, FROM HW'S POINT OF VIEW. We hear absolutely nothing.\_DANIEL leaves, HW follows, clinging, screaming\_.DANIEL PUSHES HIM DOWN and goes back outside --

DANIEL exits, CAMERA stays with him - The OIL IS ON FIRE AND FLOWS AND SPEWS IN THE AIR. BITS FALL ALL AROUND DANIEL...WHO STARTS TO GLOW WITH EXCITEMENT 68A ANGLE, HW. IN THE BASECAMP. SOUND IS STILL OUT. 68A He is speechless and stunned and in shock... FAMILIES GATHER AROUND HOLD HIM, ETC. CUT TO:

MEN are rushing around to battle the blaze-.DANIEL barks directions towards taming the FIRE-.\_....69A ...THE CELLAR DOOR IS SMASHED OPEN. 69ACUT TO:

Two of the four guide wires for the derrick are SNAPPED BY SOME MEN.-

THE DERRICK BURNS VERY QUICKLY and this will help topple in the direction down wind -

DANIEL and THE MEN wait for it to burn and fall -- once it does, MEN WILL APPROACH THE BASE OF THE DERRICK AND THE CELLAR WALL WHICH IS BUILT INTO THE SIDE OF THE HILL.

DANIEL comes back in, covered in OIL and MUD and ASH.-he goes to HW, who is being tended by the SUNDAY'S. He leans down to him, looks at him-. CUT TO:

Daniel rocks HW in his arms, back and forth. The boy is crying and crying, hysterical. Fletcher is sitting nearby, watching this mess ...Daniel whispers in his ear, over and over. HOLD.FADE OUT as he continues. HOLD IN BLACK, THEN: CUT TO:

A LOCAL DOCTOR brought in by Daniel, attempting to look HW over. HW is very angry, kicking and screaming and punching the Doctor away. Daniel tries to hold him down and calm him. The Doctor is kicked by HW again and again. Fletcher nearby. This is a real mess.

HW is asleep inside the house. FLETCHER and DANIEL sit together here going over some plans, sketches about building a reservoir. AL ROSE is here. They finish up some more plans for DRILLING to occur up the hill. This is all agreed upon, then:a teacher? for H.W. How can you figure out that - call -what's his name?Fletcher leaves. Daniel sits alone a moment, then goes into the house -Daniel is frustrated ...He gets himself a change of clothes, cleans up and LEAVES. CUT TO:

Daniel goes into the bedroom, where HW is lying awake in bed-.DANIEL kneels down in front of him-.

Daniel is sitting with a woman, a TEACHER/SUPERINTENDANT named FANNIE CLARK (30s) who has been brought down to speak with Daniel and help with HW. Through the scene we HEAR ALL THE NOISE FROM OUTSIDE, DRILLING, MEN, ETC.CUT TO:

does he know a few words? to read - are their words that he can recognize?

The school that we have in San Francisco has other children and that would be a very good place for him. He can be with other children and we have six other teachers.

No. It doesn't. You need to send your son to San Francisco if you want him to learn how to deal with what's happened. He needs to go to school.

You already have. Building a school here may be better for you but it's not better for you boy.

I've come a long way because you asked for me personally and Mr. Brodie suggested

Daniel, Fletcher, et al, standing in the middle of A GIANT RESERVOIR that's essentially a large DUG HOLE IN THE GROUND. TEAMS OF HORSES PULL PLOWS to grade it flat-.They have torn into the land as a place to dump the oil. Across the way, into the dirt reservoir, comes ELI SUNDAY. '"He walks up to Daniel:Daniel walks up to him and SLAPS ELI STRAIGHT ACROSS THE FACE. Eli is stunned. He SLAPS HIM AGAIN, WITH OPEN HAND, STRAIGHT ACROSS HIS FACE. Eli starts to well with tears from the FORCE OF THIS BRUTAL SLAP. HOLD. Everything is still for a moment. He SLAPS HIM AGAIN. Eli moves back, goes down to his knees.HE SLAPS ELI AGAIN, STRAIGHT ACROSS THE FACE.He SLAPS HIM AGAIN. Everyone is standing around. Silenced.He SLAPS HIM AGAIN. HOLD.

CAMERA holds a MEDIUM cu. on ELI. his face is red and bruised from the beating he took from Daniel. OC we hear the sounds of the family eating, small tal~-CAMERA sits with Eli and watches his face start to turn and scowl towards ABEL. FINALLY:REVERSE, THAT MOMENT, ABEL. He looks across the table at his son.Eli PUSHES THE TABLE IN FRONT OF HIM AND SLAMS IT TOWARDS ABEL, PUSHING IT BACK AND PINNING HIM AGAINST THE WALL.I WILL TEAR YOU APART FOR WHAT YOU'VE DONE.: YOU STUPID MAN. YOU STUPID, SMALL MAN.:CUT TO:

A TRAIN has just arrived some new people/new atmosphere around..CAMERA stays BEHIND A FIGURE, IN SHILOUETTE as it steps off the train\_ CAMERA follows behind this young MALE STRANGER (30s) as he makes his way through the platform - The MALE STRANGER walks, looks, then heads away from the depot, towards Little Boston - we see NEW DERRICKS ERECTED ON THE HILLS SURROUNDING THE TOWN. CUT TO:

CAMERA is behind Daniel as he walks towards his cottage... He gets closer... sitting out front of the house, waiting... ...THE STRANGER. He holds some camping equipment, life in a bag...He stands up as Daniel approaches ...Daniel arrives and they stand with each other.Daniel is quiet.BEAT.BEAT.I read about your gusher in the paper. about your success. BEAT. Long time, Daniel just looks at him.Henry nods, "yes."He hands over some IDENTIFICATION PAPERS/LETTER. Daniel regards them. BEAT. Daniel is stunned and moved.He reaches for Henry's hand and shakes it...then give way to hugging him... He holds his head and looks at his face and his eyes and sees something...Henry speaks;CUT TO:

Our father's dead. Ernest died. I've heard and I wanted to find you • ...Did you know this?

I'm coming from New Mexico. I've been there. I came to find you ...

no. I spent time in jail. I had a stretch of very bad time. had nothing and was picked up in louisiana. I worked on a chain gang for six months. building roads. that was a very hard time. Are you married?

Believe it or not, for all the terrible things that I'd gotten myself into, when they picked me up I hadn't done anything. but I've done my share of things that shouldn't be talked about.

Nothing... if you can spare something, I can work for you in any way - I know I'll keep moving before long to get back to Fond du Lac.

I would like to be here. I'm a good worker, I've worked cable-tool rigs and built railroads, I won't need any favors ...

I don't know. I don't know if she knew and looked the other way... if she never knew.

That part of me is gone ...working and not succeeding - all my failures has left me - I don't care as much -

I used to dream and go after a success like yours-.now I just want to survive. I don't have the dedication to things that I once had.

You can have anything you like now Daniel. and you should. where are you gonna build it?

If you'd like my help. I can help with that. As things grow more successful~I'm a good salesman and broker for stock and what you might want ...

I remember the Hills. I remember their daughter Jenny. I remember Hill and his wife ...

I met a man in King City who said \* he was your brother, we were friends \* for months, working in King City \* and he wanted to make his way to \* you Daniel, we didn't have any money. \* He died of tuberculosis. he wasn't harmed, \* he wasn't killed, nothing bad but he told \* me about you and I just took his \* story - and used his diary - \* Daniel, I'm your friend ... I 'm not \* trying to hurt you, just survive \*

Henry is eating ferociously from a meal set out in front of him at the breakfast table. Daniel sits with HW on his lap.Where are you coming from?I was trying drilling of my own for years, getting leases in texas and louisiana.BACK TO HW watching with no sound as DANIEL talks-He looks HARD AT HENRY. HOLD. BACK TO DANIEL with HW on his lap. SOUND BACK;SAME, LATER. DANIEL pours some whiskey in a glass of rnilk...he does this out of sight from HW •• He takes the milk and sets it in front of HW...who looks up at Daniel, who says:He motions for him to take the drink. HW drinks the milk.

HENRY EAT AND TALK EAT AND TALK. HOLD, THEN BACK TO CONVERSATION

DANIEL carries H.W., passed out, and places him in the bed...DANIEL comes back out...HENRY is here ... DANIEL sits with him...CUT TO:

It's later. Daniel and Henry are away from it all, sipping from a flask, handed back and forth;HOLD ON DANIEL.BEAT.BEAT. HOLD, THEN:BEAT.CUT TO:

HW gets out of bed, looks around the empty house. He goes into HENRY'S BAG and begins to look through the i terns . He picks up a SMALL LEATHER JOURNAL. He looks it over... ... he has it upside down, trying to make sense of it... he looks at more items. HOLD. CUT TO:

HW is in the church, which is empty except for MARY SUNDAY. She tries to talk with h~.. HOLD THE TWO OF THEM. She tries to entertain him. HOLD. CUT TO:

A crowded scene in the local bar. people drunk, loud, etc. DANIEL is off to the side a bit, enjoying things from a slight distance with HENRY... The other oil men from the area: BLAIZE and WHRIGHTSMAN are here. drunk. telling jokes/stories. etc. FLETCHER watches from across the room as Daniel and Henry talk and drink. HOLD. CUT TO:

H.W. is being cared for by MOTHER SUNDAY and MARY and RUTH. MOTHER SUNDAY pours a bit of whisky again into a small cup of goat's milk... she then takes this and sets it in front of HW to drink. ELI comes in... and looks at H. w... ;CUT TO:

There is a LOCAL VIXEN WOMAN who walks over to Daniel and takes a seat near him. HOLD. CUT TO:

...H. w. looks up at ELI standing over him...Eli sits down, crosses H.W. and gives him a blessing;QUIET.: ELI comes in real close and jostles H.W. to pay attention, speaks right in his face:CUT TO:

DANIEL is in a safe, dark, quiet place with the Vixen. He is on his knees and has his head buried inside her legs, leaning her up against a wall. HOLD. He finishes and gives her some money. He fixes his hair, wipes sweat from his face with a rag from his pocket and leaves. CUT TO:

It's dark and quiet. DANIEL is passed out in bed.-HENRY is in another room sleeping. H. w. enters into Henry's room... and takes out a sample bottle of CRUDE OIL. He pours this THICK BLACK OIL around Henry's bed-- He makes a long trail back out into the main part of the house ... pouring the oil in a line.\_Daniel wakes, sees this.CUT TO:

He sits down in the kitchen and takes out a box of MATCHES-.and STRIKES THE OIL INSTANTLY ON FIRE.

H.W. sees the FIRE start to CATCH THE CURTAINS and THE FURNITURE in the MAIN ROOM...

...HENRY-.wakes up...sees BLACK SMOKE FILLING HIS ROOM AND FLAMES AROUND THE BED AND DARTS OUT OF BED - HE SEES H.W. ON THE FLOOR, FIRE AROUND HIM -

HENRY MOVES, SMACKS THE MATCHES FROM HW's HANDS - THROWS HIM UNDER HIS ARM LIKE A DOLL AND MOVES TO DANIEL'S ROOM-

They're outside as the cottage RIPS UP IN FLAMES, DANIEL HOLDS H.W. by HIS ARMS AND SHOUTS IN HIS FACE;The PLAINVIEW COTTAGE BURNS. CUT TO:

Daniel and H.W. are walking together. Both dressed for a trip. They board the train. CUT TO:

Daniel and H.W. sit on the train...waiting for it to leave. Daniel is clearly hiding something and fighting back emotions. He HUGS H.W. very tight. kisses his head over and over and over again. HOLD. HW looks up at him. Daniel says and tries to communicate;HW nods some sort of approval. Daniel leaves. HOLD with HW. For a very long cu. we hold on HW's face as he sits. SOUND drops out slowly.\_ .\_the TRAIN starts to move a little. HW gets up and looks out the window...CU. DANIEL. as the train leaves in the b.g. He keeps walking. HOLD THIS VERY LONG WALK AWAY, as the train leaves ...

Daniel and Henry together, drunk. Sitting and talking. Daniel is nodding off. So drunk he can't keep his eyes open.He begins to break down, holds his crotch, looks down;I gonna make a kid? does yours work Henry? our Father's worked well, look at you.I asked you a question •••Daniel wobbles up and stands and walks off .•• HOLD ON HENRY looking at Daniel. CUT TO:

CAMERA holds on FLETCHER and HW. FLETCHER is holding HW and calming him down, petting his head, speaking softly to him-. CUT TO:

It's days later. DANIEL and HENRY enter, dressed and clean and meet with two MEN (40s) waiting for them: H.M. TILFORD and J.J. CARTER from STANDARD OIL COMPANY. They all shake hands, reserved, polite. Daniel intro's Henry as his brother from Fond Du Lac, Wisconsin. They all sit down, then:BEAT.BEAT.BEAT............. ?:BEAT. There is silence for a very long time..VERY LONG TIME.BEAT--··-------·········Daniel stands up. Henry does the same.Daniel and Henry exit. CUT TO:

You have 11,000 acres in Little Boston. You have one proven well that was damaged --

We'll make you a millionaire from one minute to the next while you're sitting here.

how you gonna get this stuff out of here? build a pipeline, make a deal with Union Oil, be my guest, but if you don't pull that off = you've got an ocean of oil under your feet with nowhere to go\_..\_ Why don't you let us take it from here and make you rich.-spend time with your boy. It's a great discovery\_.now let us help you.

it might be more important for you now that you've proven the field and we're offering to buy you out.

We're not telling you anything. I'm sorry if you're offended. I want you to be reasonable.

Daniel is speaking as he packs a bag, in a bit of a trance, sotto scene~ Fletcher is back from his trip with H.W. They commiserate~BEAT. No answer.That stupid woman should have let us build a hospital here ••• how big is his room?Daniel: How much do you know about Henry?Daniel's face changes a bit.BEAT.Daniel has his things gathered, as he's leaving;He's gone. CUT TO: EXT. BASECAMP. DAWN. (start music/building) THREE HORSES are being SADDLED and OUTFITED with CAMPING SUPPLIES, GEAR and HUNTING WEAPONS.-CUT TO:

are loaded into jars that are wrapped for safety and loaded into POUCHES on the horses.

DANIEL and HENRY ride up through a dry canyon - DRIVING WOOD STAKES WITH RED MARKERS INTO THE GROUND AS THEY GO, SIGNALING A ROUTE FOR THE PIPELINE. They come out of a clearing - and come upon the BANDY HOUSE. This is the place with the PIGS and SULPHUR that we came to earlier... ANGLE, AT THE BANDY HOUSE. Daniel and Henry ride up, outside is a young boy: WILLIAM (17 years old, Bandy's grandson)They RIDE ON...HOLD, THEN...

SIGNALING THE ROUTE FOR THE PIPELINE, STRAIGHT INTO BANDY'S LOT... CUT TO:

DANIEL and HENRY drive another WOOD STAKE WITH RED FLAG INTO THE GROUND. CUT TO:

DANIEL and HENRY ride through THICK FORREST...m.oving through a new landscape...THEY PLANT A WOOD STAKE... CUT TO:

DANIEL and HENRY through some fertile GROVES. They plant another WOOD STAKE.\_ CUT TO:

DANIEL and HENRY ride over a ridge, CAMERA RISES AND REVEALS: The PACIFIC OCEAN-.they ride down towards it-HENRY PLANTS ANOTHER STAKE INTO THE GROUND... CUT TO:

DANIEL and HENRY walk through this refinery. Machines grind away. The head of UNION OIL, old friend of Daniel's: L.P. "PRESS" ST. CLAIR (50s) comes up to greet them:They talk and walk...and enter an office and close the door. CUT TO:

good to meet you, come in, you get cleaned up, get you a drink. come over here - congratulations, Daniel. you hit quite a strike.

What's the relationship between your wife, Standard Oil and a free whore?

You can always beat your wife, you can occasionally beat Standard Oil, but you can never beat a free whore.

DANIEL and HENRY are here with six MEN FROM UNION OIL, led by "PRESS" st. CLAIR. They discuss pipelines, oil, etc. Maps and drawings and crude samples in front of them; come to the scene for celebratory feeling, a joke after business has finished:Everyone laughs. CUT TO:

SPLASH. CAMERA is IN THE WATER WITH DANIEL AND HENRY. They JUMP IN AND FLOAT AROUND OUT AT SEA, LOOKING BACK AT THE SHORE LINE; They're happy and celebratory;We can eat and get some women.BEAT.HOLD. cu. DANIEL he looks at Henry from the corner of his eye. Something has triggered in Daniel ... "the Peachtree" reference has gotten past Henry...Henry dunks his head under water, DISSAPEARS for a moment ...Daniel waits and watches for him...he finally resurfaces ... WIDE SHOT. They float around in the ocean. HOLD.They start to swim back. CAMERA is with DANIEL in cu. as they swim back - as he breaths for air, he opens his eyes, watching HENRY swim alongside him...then it goes black as he turns his head to the water... then back up for air, turning his head to keep an eye on Henry...who swims back alongside him.. SOUND DROPS IN/OUT/IN/OUT/BREATHING/WATER/BREATHING/GASPING-.looking at Henry •• .-the paranoia has started in Daniel. THIS SETS IN MOTION THE FOLLOWING PROTRACTED SEQUENCE COVERING DANIEL'S SUSPICION OF HENRY-.SEQUENCE: CUT TO:

CAMERA with DANIEL and HENRY, from behind, as they finish swimming and arrive at the shore line-They rise up, naked, out of the water and move to their clothes and their HORSES. HOLD THIS MOMENT. CUT TO:

across the bar. HENRY is DRUNK and LOUD and talking with a WHORE. DANIEL just watches.

HENRY and DANIEL head out on their HORSES away from the OCEAN...Henry is clearly HUNG OVER. they are re-tracing their trail along the WOOD STAKES IN THE GROUND WITH THE RED FLAGS.you sure you don't have any children anywhere?

HENRY and DANIEL. dusk. campfire. horses off to the side. \* they sit, then: \*HOLD. 113 OMITTED. 113 \*

HENRY is asleep. DANIEL is sitting over him, with a \* REVOLVER out by his side, HENRY feels him near and wakes up: \*BEAT.BEAT.BEAT.\*:BEAT. \*DANIEL puts the GUN TO HENRY'S HEAD AND FIRES. HENRY \* SLUMPS OVER. HOLD ON DANIEL. WIDE SHOT. STAY WITH THIS SCENE AND WATCH AS DANIEL DIGS \* A SHALLOW GRAVE. \* OVER TIME. DAWN COMES. HE PUTS THE BODY IN THE GRAVE, \* HE GETS RID OF HENRY'S HORSE. HE BEGINS TO DRINNK \* DURING THIS PROCESS. \* HE OPENS UP THE JOURNAL OF HENRY'S AND SCANS, READS - \* HE DRINKS BOOZE THE ENTIRE TIME. \* CU. IDENTIFICATION. He studies it. The name of Henry \* Plainview, etc. Height, Weight, etc. \* THERE IS A SMALL NOTEBOOK. DANIEL opens it, looks inside, \* seeing key words; \* 11 ••• Fond Du Lac ... " 11 ••• Henry Plainview... " 11 •• .my brother Daniel... " \* This is a journal by the real HENRY PLAINVIEW. DANIEL KEEPS \* DRINKING. AND DRINKING AND DRINKING. \* HE PASSES OUT. \* CUT TO: 115 OMITTED \* 116 OMITTED \* 117 OMITTED \* 118 OMITTED \* 119 OMITTED \* 120 OMITTED \*

DANIEL comes to ... CAMERA DOLLIES BACK A BIT TO REVEAL: \* A FIGURE sitting over him; \* DANIEL looks. we see this FIGURE, an OLDER MAN~.. \*BEAT. \*BEAT. \*BEAT. \*BANDY's GRANDSON has been lingering in the background... BANDY \* hands DANIEL'S WEAPON'S OVER TO HIM. \*POSS SHOT OF THEM ALL RIDING. TRACKING? POSS SHOT OF THEM PASSING BANDY RANCH?

I'd like to lease your land. \* I tried to lease your land before \* but you wouldn' t ... I 'm Daniel Plainview \* and I'ma prospector. I'd like to lease \* your land. \*

I'd asked you to come and talk to me when \* you were leasing land... \*

I know that you'd like to build a pipeline \* through my property. Is this right? \* What I've heard? \*

It's only eight inch pipe, it can be \* buried - without disruption \*

You should be washed in the blood of \* Jesus Christ. It's your only way to \* salvation and your only way for what you \* want. You can take it at the Church \* of the Third Revelation. \*

I'll pay you three thousand dollars. \* What's Eli paying you? \* I'll pay you five thousand dollars. \* there can be ways around this -- \*

I've followed Eli since he was a boy. \* He came and preached by my side when my \* wife and daughter were burned in \* Bakersfield. \*

listen to Eli's word and be baptised. \* be forgiven for this sin that you've \* ~~. \*

DANIEL enters, cleaned up, days later.-ELI has got a desk now and a few Church Supporters are here with him. He notices Daniel and stands, a little flinchy and nervous; They STARE at each other...CUT TO:

CAMERA starts on DANIEL. The CHURCH IS NOW PACKED WITH WORKERS, SUNDAY FAMILY, FOLLOWERS, FARMERS, ETC. BANDY sits next to Daniel... The BACK WALL of the church has been broken through and gives way to a large CANVAS TENT with dirt and floor board as the expansion that Eli has done. Eli goes full steam;Daniel stands up... he approaches Eli on the stage.\_DANIEL gets down on his KNEES ...and say it...CU. DANIEL. The crowd grows restless and begins to encourage Daniel to say this ... Daniel is steaming...DANIEL looks hard at Eli...HOLD. Daniel is somewhere between faking it/taking it/and exploding up at Eli...ELI SLAPS DANIEL ACROSS THE FACE ...ELI SLAPS HIM AGAIN HARD.ELI SLAPS DANIEL ACROSS THE FACE AGAIN...CUT TO:

ELI SLAPS DANIEL AGAIN, THEN PUSHES HIS PALM SMACK INTO DANIEL'S

... a FOLLOWER BRINGS a BOWL OF HOLY WATER and hands it to ELI 1 who takes DANIEL by the HAIR and PULLS HIS HEAD BACK, HE LETS THE WATER POUR OVER HIM...

Daniel stands up...HOLD. He takes his seat...People welcome him, hold him, touch him, congratulate him, etc.

BANDY comes over and touches Daniel's shoulder...young CHILDREN come over and touch his hands ...WOMEN comfort him and welcome him...

There is warmth from everyone here ••• that Daniel begins to feel ••. they TOUCH THE BACK OF HIS HEAD AND HIS SHOULDERS AND GIVE HIM LOVE.

IMAGE. There's a boy in a row boat on the lake of oil that fills the reservoir. SUN RISES. Everything is calm and quiet, distant noise of the derricks. CUT TO:

BW is sitting, waiting in the foyer of this school. \* PLBTCBBR ia here, and he ia off ~o the aida a bit, speaking \* with a young man GBORGB REYNOLDS. Be ia a teacher at the \* school. \* PLBTCBBR has a quiet word with himJ \*'GEORGE REYNOLDS shakes his head, •no.• looks at Fletcher, \* then: \*PLBTCBBR, GEORGE and BW riding on the train. \* -GEORGE teaches BW sign language\_ \*

Mr. Plainview would pay you two thou•and \* dollar• a year-in cash. all your accommodations \* will be of premier class-you have to be \* prepared to travel wherever Mr. Plainview and \* his aon may travel, do you have family here \* in San Francisco? \*

It's weeks later. THE CONSTRUCTION OP TBB PIPELINE IS UNDER WAY. ANGLB, DANIEL. out here, sweating in the sun, working/supervising. ANGLB, ACROSS TBB PIELDS. FLETCHER is walking with: B.W. and GBORGB REYNOLDS. \* Daniel sees them and comes walking over very quickly-grabbing BOLD OP B.W. AND KISSING AND BUGGING HIM. Pletcher watches ••• DANIBL picks him up and they walk off. (STAY WITH THEM, DANIBL WBISPBRS TO HIM, BOLDS HIM, GENTLY, KINDLY) CUT'l'O:

DANIEL and BW sit at a Fancf restaurant-BW's feet dangling from the chair-Daniel is frustrated. A WAITER. COMES OVER.And water for him. and goat's milk. They stare at each other.BEAT.HOLD. They sit...........\_......\_CU. DANIEL. he looks across the RESTAURANT and sees something... he stands up, leaving HW •

We'll get you a good meal- That's all we need here is a good strong expensive meal- Are you hungry?

DANIEL stands over him.Ill Blue Revi•ed 5/18/06Daniel walks back and takes his seat wi tb B. W. BOLD-CU. BW' s !!2!-looking at Daniel continue to babble away, bearing NOTHING.

BW is teaching GBORGB the language of the OIL BUSINESS. \* MARY is hera as wall, learning. SIGH LANGUAGE- \* They spell out words and find SIGNS for OIL BQUIPMBNT that \* is laid out around the camp - George will silently MOUTH \* the word and together they make a SIGN. \* BW is very confident around this gear-BOLD ON BIK signing \* away\_ \* CUT TO:

DANIEL is taking care of some business at the crowded train depot-ELI, dressed up for a journey, comas and finds him --Blue Revi•ed 5/18/06It's good that B.W. is back home where he belongs. Be's a fine boy. Daniel has nothing else to say\_\_Eli leaves. Daniel watches hia-go. CUT TO:

Daniel is here and he is SIGHING CHECKS. AL ROSE is here, \* putting things in front of him. \* a SERVANT cleans/works in b.g. \* Daniel eats a sandwich. END. cu, IMAGE. SIGNATURE. \* COTTO:

IMAGE. Daniel sleeping. OC we hear the voice of GEORGE \* (interpreter) speak; \*CUT TO: Blue Reviaed 5/18/06 128E IN'l'. A CHURCH SOMEWHERE. LOOKING TOWARDS TBB ALTAR. 128E\* OLDER HW (aged 25) AND OLDER MARY (aged 25) are on knees, \* wedding vows and sacrament- \* PRIEST, EXCHANGING VOWS-CO's priest's mouth, 8W watching. \* sign language. \*

Bow many can say that they have known \* the love of their life since they can \* remember? \*

I know not many. And I hold it as my deepest \* pleasure. \* I am sure that I have idolized Mary since \* I mat her so long ago - and I will \* continue to idolize her the rest of \* my life. My ring baa never been offered \* or worn by another but my little girl Mary. \*

BW is signing this LETTER that we BEAR - to GEORGE, \* who speaks it to a SBCRBTARY who TYPBS THIS OUT- \* MARY is here\_ \* BW/GBORGB (VO) (temp narration) \* My father's fe~ocious appetite for buying \* new land while ignoring existing contracts \* is blind to the future of this industry. \* OUT TBB WINDOW WB SBB DBRRICltS FOR MILBS AND MILBS \* AHD MILBS. \* BW/GBORGB (VO) (temp narration) \* I cannot continue to put a happy face on \* the trouble I see. There is a downfall ahead, \* and my Father is unable or unwilling to see \* this- would you consider a meeting to \* discuss your future plans? \* CUT TO:

Mary and I are travelling to \* Little Boston on the 19~ of this month \* to see our family. \* Perhaps it is a good time and privata place \* to apeak. It has bean too long a inca we've \* bean together and you must wrap your arms \* around Mary, who demands to see you. \*COTTO:

BW and MARY are with an OLDER MOTHER SUNDAY AND OLDER ROTH \* AND HER HUSBAND AND KIDS. \* ANGLE, PLETCHER. \* is baing driven in a nice car, up to the house, through the \* oil fields. \* ANGLE, PORCH. \* They all sit on the porch ot ~ke house. \*

I have reached a crossroads in my life, \* Fletcher and I am in need of your help. \*

FLETCHER, HW and GEORGE are off to the side, away from it \* all having a conversation. WE SEE THIS INTENSE CONVERSATION \* ONLY FROM A DISTANCE. \* CO. MARY. \* she watches them across the way. \* LONG LENS. IMAGE \* OF THE MEN GATHERED, BW SIGNING, GEORGE IN'l'ERPRBTING-FLETCBER listens, speaks, continue- \* BOLD THIS, THEN: 129C INT. ROOM. NIGHT. (TBD) (maybe?) 129C\* MARY and BW kiss each other. \* COT TO: Blue Revised 5/18/06 130 OMITTED \* 131 OMITTED \* 132 OMITTED \* 133 OMITTED \* 134 OMITTED \*

B. w. and GBORGB coma walking down this long, dark hallway-entering in from the FRONT DOOR- CAMERA moves into cu. on s.w. aa they arrive at DANIEL'S OFPICEa

DANIEL is here, sitting at his desk, looking at HW and \* GBORGB enter. Be ia ready for something. \* They come in, walk up--sit down. Daniel looks right at him~ •BEAT. something uncomfortable. AL ROSE and OTBBR CRONIB are \* watching the interchange. •Blue Reviaed 5/18/06 BOLD. BEAT. THEN~BEAT. DANIEI.t.. This makes you rlty -.oompeti tor. \*BEAT.Blue Revised 5/18/06 BEAT.DANIEL (to HW) Then say it- \* You've got something to say to me? \* Then say it. I'd like to hear speak \* instead of your ·l!ttle dog. • BEAT. BW doesn't say anything. BOLD. \*and you never have been-you're an orphan. \* and you've operated here today like one. \* I should have seen this coming\_ \* I should have known that under this all, \* these past years you've been building your \* hate for me piece by piece-and I don't \* even know who you are-because you have none \* of me in yau-You're Someone Blse's- \* This anger-your maliciousness and backwards \* dealings with me-you're an orphan froa a \* basket in the middle of the desert-and I \* took you for no other reason than I needed \* a sweet face to buy land. You're lower \* than a bastard. \* s.w. watching Daniel's mouth as he finishes speaking-BW \* signa, GBORGB speaks: \* BW/GBl>RGB I'm going to Mexico with my wife. \* I'm going away from you. \*They leave. \*Blue Revi•ed 5/18/01

these are my cld'aest associates, they • hear everything - where have you been? •

This is very hard for me to say, but \* I will tell you first: I love you very much. \* I have learned to love what I do because \* of you. I am leaving here. I'm going to \* Mexico. I am taking Mary and I am going to \* Mexico. I miss working outside. I miss the \* fields. \* It will only be for a time. Por me to \* do my own drilling and start my own \* company. \* It's time to make a change. \*

I know that we don't agree \* over many things and I would rather \* keep you as my Pather than my partner. \*

If you want to fight me-it will \* be the fight of your life. \*

It's dark and then a door ia opened-DANIEL comes staggering in and goes DEEP DOWM INSIDE BIS BOUSE- LONG DISSOLVE TOa

This is a very large party area/bowling area/recreational room in the basement of the Plainview Bstate- There are BMPTY LIQUOR BOTTLBS around-signs of a MBSS/BOOZE/TROUBLB- -PASSED DRUHK IH OU'l' TBB HIDDLB 01' TBB BOWLING ALLBY, WRAPPED IN A BLANDT is DAlflBL. -an OLD MALB SERVANT comes in...1(a.lks down the lane and attempts to wake up DANIEL-he tries very hard, over and over and over- ANGLB 1 TBB DOORWAY. Down into this area-STBPSa BLI SUNDAY. Be is flamboyantly dressed and he has TNO PBHALB COMPANIONS with him-they watch aa the Servant tries to wake Daniel up\_ Eli directs his Lady Friends to wait upstairs, then comes over to help:The Servant leaves ... DANIEL comes to...and sees Eli's face.Daniel stirs and sits up...Eli reaches for some glasses and pours TWO DRINKS ...of which he drinks BOTH. DANIEL pours himself a drink.... I've been spreading His word far and wide, far and wide, so much travel for him... I 've been working in radio... ! So much has been happening, but to be here and find you and see you well is wonderful and we have a chance to catch up! (beat) My Brother, Daniel...we' re such old friends! so much time ... ELI takes another drink...Mr. Bandy has passed on to the Lord. Eli says a silent prayer to himself.William Bandy is one of the finest members we have in the Church of the Third Revelation. He is young and fit and strong with good charismatic ability and he is headed for wonderful things. He is eager to come to Hollywood to be in movies. He is very good looking. And I do think he will have success.BEAT. Silence.I'd like you to tell me that you are, and have been, a False Prophet...and that God is a superstition.It's a lie. I cannot say it. BEAT. LONG PAUSE."I AM A FALSE PROPHET. GOD IS A SUPERSTITION." is that fine?Eli takes another drink... and then begins to break down and CRY and CRY and sob like a baby...DANIEL is HOLDING A LOOK ON ELI;He SMACKS Eli across the face.Don't bully me Daniel, please. HELP ME. PLEASE. MY FAITH HAS BEEN LOST AND I NEED A NEW WAY. I ASK FOR YOUR HELP IN A FLASH: DANIEL is UP AND HAS GRABBED ELI AND THROWN HIM HALFWAY ACROSS THE ROOM. Eli flails about as Daniel closes in, hysterical/crazy/kicking/pushing,etc\_No I'm not.ANGLE, DANIEL. along the way, he picks up a HEAVY SILVER TUMBLER-DANIEL is over HIM, AND SITS ON HIS CHEST, PINNING DOWN HIS ARMS ...AND DRIVES THE TUMBLER STRAIGHT DOWN INTO ELI'S FACE. CAMERA looks STRAIGHT DOWN on the GORGEOUS WOOD FLOOR... ...very slowly, BLOOD COMES OOZING INTO FRAME. It spreads and moves like a slow land slide-.covering the floor •• CAMERA moves back a bit to reveal; .-blood pouring from Eli's skull and this head wound... he' s curled in a fetal position and not moving...138A FROM BELOW, LOOKING UP. 138A138B ABOVE, IN THE BOWLING LANE. 138B Daniel slumps down onto the floor ...breathing heavy and covered in blood- HOLD WITH HIM ON HIS FACE. 138C ANGLE, AT THE STEPS LEADING TO THE BOWLING ALLEY. 138C CAMERA pulls back with AL ROSE coming down the steps-slowly-slowly.\_revealing to him the horrific scene: .• and sees the BLOOD spilled across the floor ...and sees Daniel... HOLD on Al' s face and the reality of this mess\_. Daniel turns around..satisfied:

You're just the younger brother. and you'll always be the younger brother, Eli...and that land has been had-.YOU HAVE NOTHING. YOU LOSE. YOU IDIOT, YOU LOSE.

BLACK We hear a clock ticking . FADE IN :Close on the brilliant colors of a middle eastern rug , the center of what seems to be a makeshift “ meditation ” space . We slowly tilt up to discover the back of Riggan Thomson ( 55 ) . He is in the proper ‘ Lotus ’ position , dressed only in tight white briefs and he appears to be meditating deeply . And if all this seems a little odd , it becomes all the more so when you notice that he is levitating almost two feet above the floor . His breath is calm and measured ... in and out ... in and out .We begin to slowly move toward Riggan 's back while his measure breathing continues . We see a clock on the wall , ticking .A slight twitch in Riggan 's neck .A Skype call shatters the silence . Close on his back , we follow Riggan as he walks over to the computer and answers the call . On the computer screen appears Sam ( 21 ) , in a pair of Levi 's and a Led Zeppelin T-shirt . She has simple and striking good looks , with an edge in her voice and behind her eyes . She stands in a Korean Deli among the flowers , talking to Riggan through her iPhone . The Korean Store owner ( 50 ) stands in the background screaming at her the whole time .And the Skype call is over . Riggan closes the laptop and leans forward trying to regain his calm . His reflection appears in the mirror , and for the first time we see his face . He has a dark goatee and his hair looks strangely abundant . There is a piece of paper on the mirror with the handwritten phrase “ A thing is a thing , not what it is said of that thing . ”Riggan throws on a sweater and stumbles into his slacks . He hurries out ...

Alchemillas. Or something soothing that smells nice. Listen I can ’ t --

That clown doesn ’ t have half your talent and he ’ s making a fortune in that Tin Man get up.

Great. It ’ d be even better if I could get Ralph to stop acting like he ’ s in an educational video for syphilis...

I'm the wrong person to ask. I did n't know the man. I've only heard his name mentioned in passing. You'd have to know the particulars. But I think what you're saying is that love is absolute.

Okay. Fugitives are on the run, Ralph. How many times do I have to -- Fugitives are scared. Give me more of that.

Listen to me. It was going to be a disaster. That guy ’ s the worst actor I've ever seen. The blood coming out of his ear was the most honest thing he's done so far.

You're my lawyer, my producer and my oldest friend. We are going to make this work. Now just get out there and do what you were born to do.

`` Breathing in, I embrace my anger. Breathing out, I smile to it.''

Well... Absolutely. As you said... that Barthes said... Birdman, like Icarus...

No. I ’ m not. And that ’ s exactly why 20 years ago I refused to do Birdman 4.

Yeah, but you can go on with the script until you feel comfortable --

“ I'm the wrong person to ask. I did n't know the man. I've only heard his name mentioned in passing. I would n't know. You'd have to know the particulars. But I think what you're saying is that love is absolute. ”

`` I'm the wrong person to ask. I did n't know the man. I've only heard his name mentioned in passing. I would n't know. You'd have to know the particulars. But I think what you're saying is -- ”

`` Hey. I'm the wrong person to ask, okay? I did n't even know the guy. So what's your point?''

`` What's your point? What are you saying? Spit it out. You're saying, what? That love is an absolute?''

Listen to me, you did n't see what I just saw. But you will, at the preview tomorrow. Look, get the contract done. I'll get the money.

Been what? ( Beat. ) I'll tell you what real love is. This happened a few months ago.

And it ought to make us ashamed when we talk like we know what we're talking about when we talk about love.

Shut up. For once in your life. Will you do me a favor and shut up for a minute?

Like I was saying... There's this old couple, had a car wreck out on the interstate. Some drunk kid plowed his dad's pick up into their camper.

Fucking teenager. By the time I got to the hospital, the kid was dead. He was off in a corner laid out on a gurney. We took the old couple up to the O.R.. They were a mess. We worked like hell on them for most of the night...

When we were done, we wrapped them in full body casts. The husband was depressed. Even when I told him his wife was gon na pull through, he was still depressed. So, I got up to his mouth hole and asked him, and he told me it was because he could n't see her through the eye holes. Can you imagine? I ’ m telling you, the man's heart was breaking because he could n't turn his goddamn head and see his goddamn wife.

No. You listen to me. Get him the fuck out of my play. Did you see him out there?

We're getting rid of him. I ’ m not going to stand up on that stage and --

What do you want me to say? My health lasted longer than the money... Go figure that out.

I have a chance to do something right. And I have to take it. I have to.

The last time I flew here from LA, George Clooney was sitting two seats in front of me. With those cuff links, and that... chin. We ended up flying through this really bad storm. The plane started to rattle and shake, and everyone on board was crying... and praying. And I just sat there -- Sat there thinking that when Sam opened that paper it was going to be Clooney's face on the front page. Not mine. ( A beat. ) Did you know that Farrah Fawcett died on the same day as Michael Jackson?

Right. Is that what tonight was about then? ( Mocking him. ) Wrestling with “ complex emotions ”?

We ’ re doing Raymond Carver. This play is a drama. This play is --

A long time ago, I did a play back in high school in Michigan. He was in the audience. He sent this backstage after.

It's important to me! Alright? Maybe not to you, or your cynical playmates whose sole ambition is to end up going viral and who, by the way, will only be remembered as the generation that finally stopped talking to one another. But to me... To me... This is -- God. This is my career, this is my chance to do some work that actually means something.

Why? I need you to tell me why. I lived for you. I worshipped you...

What's wrong with me? Why do I end up having to beg people to love me?

Now I spend every fucking minute praying to be someone else. Someone I'm not. Anyone...

I do n't exist. I'm not even here. I do n't exist. None of this matters.

You're beautiful. And talented. And I'm lucky to have you. Okay?

`` Riggan Thompson, better known as the face of the Birdman films, tries not to lay an egg on Broadway...''

The one you liked. The one you said I look like a young Jack Nicholson.

This is my play! I did the work. I raised the money. I arrange the press.

You said the first -- Fuck the Arts section. The first thing that came to mind? Right. Cause that's you. Mr. Natural. Mr. Fuck the scene, just stare at my massive hard-on. Because that's the truth of the moment.

Shut up. Shut the fuck up. You do n't get hard on my stage unless I tell you to.

You changed a few words, and mumbled a little, you self absorbed prick.

Fifty thousand views? A cat playing with a dildo has more than that.

Everybody says : `` Mike is so honest''. ( Smacks him. ) `` So truthful''. ( Smacks him again. )

You said in the interview that your father was a drunk, like Carver. Is that true Mike? Is it really true?

Because my father was. My father was a mean fucking drunk. Beat the shit out of us. But we were okay with the beatings. You know why? Because at least when he was beating us, he was n't thinking about taking us out to his tool shed...

That sonofabitch would smile and say, `` Do you want to kneel down and unbuckle my belt? Or do you want me to take it off and use it?'' I learned how to make myself numb. But my sister -- ( Holding back tears. ) My little sister...

Yeah. It's also not true. See? ( Cracking up. ) I can pretend too, you little dick!

Breathing in, I feel my rage. Breathing out, I embrace my mental formations.

Breathing in, I am calm. Breathing out, I ignore my mental formations. This is a mental formation. This is a mental form --

And billions of flies eat shit everyday! So what? Does that make it good? ( Beat. ) And I don ’ t know if you ’ ve noticed, but that was 1992! Look at me! ( He takes off his shirt. ) This is what's left! ( Grabbing his neck. ) This! ( Grabbing his chest. ) This! ( Totally exploding. ) I'm fucking disappearing! I'm the answer to a fucking trivial pursuit question.

Stop saying'we'! There is no'we'. I am not you. I'm Riggan fucking Thomson.

I ’ m starting to believe that this is not for me. The applause is... lukewarm. I think they ’ re laughing at me.

By the time I got to the hospital, the kid was dead. He was off in a corner laid out on a gurney. We took the old couple up to the O.R.. They were a mess. We worked like hell on them for most of the night...

Yeah. So I guess what we have to ask ourselves is... What do we talk about when we talk about love?

Right. ( Beat. ) We will eventually, though, ‘ cause that ’ s the only way I get to say I ’ m sorry. I really am.

Why? I need you to tell me why. I lived for you -- I worshipped you...

Yeah. Well... I do n't know. The previews have been a train wreck. We have n't been able to get through a performance without a raging fire... or a raging hard-on. I'm not really sleeping, you know, at all. And I'm pretty much broke. Oh, and also, this play feels like a miniature, deformed version of myself that keeps following me around, hitting me in the balls with a tiny hammer.

I got it. She's a friend of mine. The waiter pockets the money and gives Riggan the drink. He walks it over to Tabitha and places it down in front of her. Not looking up, she pulls the drink closer and takes a sip.

You have n't even seen it. I do n't -- Did I do something to offend you?

What has to happen in someone's life, for them to end up becoming a critic?

Whatcha writin ’? You reviewin ’ a play? Was it good? Bad? Did you even see it? Lem me read.

“ Callow ”. A label. “ Lackluster ”. Label. “ Marginalia ”. Sounds like you need penicillin to clear that up. None the less... label.

You know what this is? You don ’ t, do you? You can ’ t even see it if you don ’ t label it. You mistake those sounds in your head for true knowledge.

Nothin ’ about intention, structure, technique. Just crappy opinions backed up by crappy comparisons. You ’ re incapable of writing more than a couple of paragraphs, and you risk nothing of yourself.

Well, I ’ m an actor and this play has cost me everything. So you can take your cowardly, malicious, shittily written reviews and shove them up your... ( Showing her the wrinkled page. )... wrinkly, tight ass.

I am calm. I ’ m great. I spent most of the day observing how beautifully this pile of dirty clothes was lit by the warm afternoon sun. ( A tiny smile. ) So beautiful.

You know? I have this voice that talks to me and tells me the truth. It ’ s comforting, and scary.

After you threw the guests out of the house, and the furniture out of the window. You locked yourself in the bathroom.

I drove down to Malibu. I sat on the beach for a while. Just... staring out at the ocean.

Until I walked straight into the water and tried to drown myself.

I was in up to my chest when I felt the first one. On my back, like somebody was holding a frying pan against me. And then my chest, and my legs. The water was full of jellyfish. I fought my way out of the water, and I started rolling around the sand like a maniac... crying.

I never should have video taped Sam's birth. First of all because you and Sam both look like shit in that video. But mostly because I missed the moment. I should have just been there with the two of you. Present in my own life. So I ’ d have it. But, I don ’ t. I don ’ t have any of it.

No, I understand. She needed a father and she got one shamefully successful youtube video. Pretty pathetic.

You should get back to your seat. You do n't want to miss what's next.

Twenty little leopards laughed at two lofty lions. Twenty little leopards laughed at two lofty lions. Twenty little leopards... laughed.

Yup. I can even'sit','stay' or'roll over' if you have any treats.

Nothing. I ’ m -- Nothing. Your costumes are hanging in your room.

That is chunky peanut butter that happens, by the way, to have Omega --

Means something to who? You had a career before the third comic book movie, before people began to forget who was inside the bird costume. You're doing a play based on a book that was written 60 years ago, for a thousand rich, old white people whose only real concern is gon na be where they go to have their cake and coffee when it's over. Nobody gives a shit but you. And let's face it, Dad, it's not for the sake of art. It's because you just want to feel relevant again. Well, there's a whole world out there where people fight to be relevant every day. And you act like it does n't even exist! Things are happening in a place that you willfully ignore, a place that has already forgotten you. I mean who are you? You hate bloggers. You make fun of twitter. You do n't even have a Facebook page. You're the one who does n't exist. You're doing this because you're scared to death, like the rest of us, that you do n't matter. And you know what? You're right. You do n't. It's not important. You're not important. Get used to it.

It was n't all Dr. Drew or anything, but that dude from American Pie was there.

Why do you act like a dick all the time? Do you just do it to antagonize people?

The first time we met, you made a comment about my ass. Why'd you do it?

No. That was -- Who gives a shit. It was the way he tried to make up for it by constantly trying to convince me I was special. ( A beat. ) What about you?

It's a good thing you're an actor and not a writer cause that little speech was just like, Oprah... Hallmark... R. Kelly bad.

How do you go out there and pretend to be someone else in front of all those people?

Never mind... Tonight was n't bad. It was weird. But that's sort of cool. People seemed to like it.

Yeah. These dashes, represent the six billion years the planet has existed. Each dash represents 100 years.

And this... ( Hands them to him. )... is supposed to represent the entire time us humans have been here. One hundred and fifty thousand years. That's it.

I guess they were trying to remind us that that's what all our egos and self- obsession are worth.

It's okay. You just destroyed the entire human race in one blow.

Dad. ( She hesitates. ) Do you know you ’ re becoming a trending topic?

350,000 views in less than an hour. Believe it or not, this is power.

`` Thompson has unwittingly given birth to a new form that can only be described as supra-realism. Blood was spilled both literally and metaphorically by artist and audience alike. Red blood. The blood that has been sorely missing from the veins of the American theatre...''

You already have 80 thousand followers. In less than a day. And I ’ m about to scare the shit out of them.

... through the narrow corridors of the theater . There is a lot of activity as various workers and stage hands appear and disappear carrying equipment and scenery . As Riggan descends the stairs , a Stage Hand· passes by in the opposite direction .Riggan continues on until he arrives backstage . He runs into Jake ( 42 ) his producer and friend .The camera moves off of them and onto ...

For the love of God! I could get a black audience in this theater faster than a doctor!

Where are you going? We ’ ll have the understudy ready to rehearse in five --

What are you -- It ’ s a full house. We would have to refund all the --

You have the press in your dressing room in a few hours. How are we --

Okay. That's enough for today. Thank you for coming. We ’ re expecting some great pieces from you...

That was a present from the crew. Don ’ t fuck with those guys, they ’ re union.

Good. He did it, you know? The motherfucker threatened to sue us. Didn ’ t even wait to get out of the hospital.

What ’ d I say? I said, `` You motherfucker. You ’ re threatening me? ME? I swear to god, you fuck, I so much as get a letter from a lawyer, the press ’ ll get the pictures we got off your computer. ”

The guy has a thing for nuns... in diapers. What do you care? You shouldn ’ t have any knowledge about it anyway. The important thing is that I made him go away.

Yeah, it ’ s fantastic. One problem. We do n't have an actor. And if we cancel the first preview the press will smell the blood. We ca n't afford to lose any more money. At all.

No? Riggan, listen to me. Our dream actor is not going to knock on that door and say : `` Hey fellas, when do we start?''

Annie, turn the work lights on and get me a fresh copy of the script. We ’ re gon na have a “ put in ” tonight.

His agent is asking for almost four times what we were paying --

The reserve is gone. You spent it on the fog. And those fake trees...

It was a preview! Nobody gives a shit about previews. Nothing matters until that old bat from the New York Times is sitting in that audience on opening night.

Shut up! Just shut up for once and listen to me. As soon as we announced he was taking over, the advance doubled. We ca n't afford to lose a preview. We ca n't afford to lose money. We ca n't afford to lose Mike. This is about being respected, validated, remember? That's what you told me. That's how you got me into this shit. Now, you're the director. Get him under control.

Um... Well. Two hours to curtain. Why don ’ t you rest a little bit?

The, uh, money came through. I just have to transfer it to the account.

What are you --? Listen. There ’ s a three block line of people waiting to see you. We are sold out. It ’ s a full house.

Yes. And the French embassador is coming. And the prince of Saudi Arabia, with one of his wives. And... I wasn ’ t going to tell you this, but -- Martin Scorsese. He ’ s casting for his new film. But don ’ t tell anyone, okay? This is between you and me.

I ’ ll better invest in a taco truck, or a strip joint near the airport.

Yeah. ( A beat. ) What?... No no no no no no no. Wait there. I'm coming out in --

No. Wait. Wait for me. I'll be there in a second. ( Beat. ) What is that, a threat? ( Beat. ) What wheelchair? ( Beat. ) Wait. Do n't hang up. Mr. Roth, we can discuss -- Hello?... Hello?...

I thought I lost you, buddy. Thank god you ’ re a horrible shot! What the hell happened? I was watching you up on that stage, and all of a sudden you get that goofy look in your eye, and you were just like --

I ’ m happy, okay? He ’ s alive. My best friend is alive. And he is the man of the hour!

Happy? I ’ m fucking euphoric. This is the -- This is the kind of review that turns someone into a living legend.

He ’ s got a new nose! And if he doesn ’ t like that one, we ’ ll get him another one. We can use Meg Ryan ’ s guy. Who gives a shit? Turn on the tv. There are people praying for him all over the country. They ’ re lighting candles in Central Park. He did it. ( To Riggan ) You did it! The play ’ s gon na run forever. It ’ s gon na open in London, in Paris... The studios will call us again. We ’ ll get book offers.

Why aren ’ t you saying anything? This is what you wanted wasn ’ t it?

Okay, listen. You ’ re gon na get hit with a “ brandishing a weapon ” charge. If anybody talks to you, it was an accident and we ’ re doing an internal invest --

... the stage . Suddenly we are in the midst of an Americana style kitchen . Around the kitchen table sit Lesley ( 35 ) , plain and no nonsense , her simple hairstyle and makeup ca n't hide how attractive she is . Laura ( 35 ) , dark , exotic , the kind of woman who makes every person she meets feel like she 's seducing them . And Ralph ( 40 ) , slightly handsome , slightly balding , slightly invisible . A half empty bottle of gin on the table , they drink from highball glasses as they chat ...Riggan arrives at the table and sits .Ralph nods . He takes a breath and dives in once again ...Extremely frustrated , Riggan stares out into the auditorium . From his POV we see Jake who is now sitting in the third row . His head buried in his hands , tortured by Ralph ’ s performance . Riggan turns back to Ralph .Riggan watches Ralph act and sees his whole production headed down the drain . Ralph is just that bad .The actors all wait for a cue from Riggan , who is now staring up into the lights above the stage . Laura finally picks up Riggan ’ s cue .Silence . Ralph looks over to Riggan .And with that a light comes barreling down from it 's perch and crashes into Ralph 's head , making him hit the floor like a rag doll . Silence .Lesley and Annie ( 35 ) , the Stage Manager , run over to Ralph who is out cold . Not knowing what to do , they stare at him .Jake runs toward the stage .Riggan slowly backs away from the chaos .Two crew members try to help Ralph .Riggan heads off the stage , and Jake chases after him . We follow them as ...

Okay, well, he did beat me up one night. He dragged me around the living room by my ankles, yelling `` I love you, I love you, bitch.'' What do you do with a love like that?

How is that -- That is not love and you know it. Why do you insist on calling it --

Yeah. The kind of love I'm talking about is... The kind of love I'm talking about, you do n't try and kill people.

It was love, Mel. To Eddie, it was. I do n't care what anybody says. He was ready to die for it.

He shot himself in the mouth. But he screwed that up, too. Poor Ed.

He used to carry this twenty-two. We lived like fugitives those days. I never knew --

... I never knew if he was going to come out of the bushes or from behind a car and just start shooting.

Too much? Little bit? I just wanted to give you a range, so you could --

Forgive him, Larry. Mike's like my five year old son. Neither one of them has clean underwear...

Get dressed. Riggan's daughter is hanging around, and I do n't need her to walk in here and --

No, Mike. You haven ’ t seen her. She ’ s always hanging around, just -- I don ’ t -- Watching everyone. It ’ s creepy. It ’ s --

I don ’ t know if the drugs fried her brain or what, but I do n't need her running to her father saying you showed her your junk.

Jesus... How is it you always manage to find a new way to humiliate me?

Look at me, Mike. This is Broadway. I'm here. Finally. And I'm begging you, if you love me, please, do me a favor... do n't fuck it up.

I ’ ll never get that image out of my head. Right before he did it, his eyes -- they were so sad... lonely.

No, you're not. It's just that sometimes you do n't consider other people's feelings.

Just look at me. I was drowning. I was not capable of -- You deserve to be loved. You do.

You have to be shitting me. You ca n't get it up in six months...

... and now you try to fuck me in front of eight hundred strangers???

No we ca n't. Maybe up here you ’ re Mr. Truth, Mike. But in the real world, where it counts, you're a fraud. How's that for truth? You... dick.

I ’ m pathetic. You know, I ’ ve dreamt of being a Broadway actress since I was a little kid. And now I ’ m here. And I ’ m not a Broadway actress. I ’ m still just a little kid. And I keep waiting for someone to tell me I made it.

Hey. You're smart. And beautiful. And talented. And I'm lucky to have you. Okay?

And I want you to know that, whatever happens, I'll always be grateful to you for that.

Mel and I have been together five years, been married for four. But it was Ed who taught me something no one else could... He taught me what it felt like to really feel loved. And the terrible thing is that if something happened to Mel or myself, if something happened to either one of us tomorrow, I think the other one would grieve for a while, you know, but then would go out and love again, have someone else soon enough. All this -- All of this love we ’ re talking about... it would just be a memory. Maybe not even a memory. Am I wrong? I mean, I don ’ t know anything. And I ’ m the first one to admit it.

You remember at Joan's when you asked me to come do a Broadway play with you? You said it would be fun...

Okay, I was going to tell you this over dinner, but everything -- I have some news too.

Well, let's see. There's you. Jake. That masseuse wore a condom so... Yes, it's yours... idiot.

Don ’ t get him started, Mel. You haven ’ t seen how he ’ s been lately. He ’ s been depressed. I ’ m worried about him. He ’ s been --

Do n't you talk to her like that. Don ’ t talk like a drunk if you ’ re not --

In the days before Nick ’ s depression really started to eat away at him, he had no idea I was pregnant. And I never intended on telling him. I guess we make choices in life, and we choose to live with them. Or not. I didn ’ t want that baby...

... Not because I didn ’ t love Nick. And not because I didn ’ t love the -- The idea of it. But because I just wasn ’ t ready to love myself. There ’ s a certain distance to it all now. A wistful distance. Underscored by a gentle breeze and the sound of the birds... laughing at the whimsy of it all.

Sadly, it was with Mike Shiner, on a fake motel bed, in front of --

Do n't worry about it. Someone'll be using that to pick up dog shit tomorrow.

By the way... I'm not pregnant. So there's one thing you don ’ t have to worry about.

I'm not really the housewife type anyway. I thought I could be a mom. My body seems to disagree.

It means there's a sun bed out there being delivered to in here.

Mike. He says it ’ s for his character. Carver ’ s red necks, “ people of the land ”. Part of his process and that shit.

... they walk through the corridor .A crew member· passes in the opposite direction .Riggan stops in his tracks and stares at Jake .Riggan starts walking again .Two Technicians· hurry up in the opposite direction .They arrive at Riggan 's dressing room .Riggan enters ...

... his dressing room and tries to shut the door . Jake , still in the corridor , stops it with his foot .Riggan releases the door .Riggan slams the door shut on Jake . A beat . On a television , a segment of E ! News . A busty blond , with an exaggerated smile , hosts .Riggan slams the tv off , his mind racing . He sits on a chair .Riggan stares into the mirror , in the reflection he catches sight of a poster from a movie called `` Birdman 3 '' . The superhero , Birdman ( a younger Riggan in a bird costume ) , wings widely spread , stares directly back at him . A hand written note on the top of the poster reads : `` Thomson , break a wing ! From the boys at Local 1 . '' Riggan tries to calm himself with a mantra ...A knock on the door behind him .Laura opens the door and sticks her head in .She closes the door . Riggan tries to calm himself down , but Laura opens the door again .Riggan closes the door and looks at the Birdman poster .Riggan looks at himself in the mirror and begins to pull at his hair . As it comes off his head , we discover it was a wig . He turns away from the mirror , trying desperately to stay calm . Something catches his eye : a vase of roses on the end of the table . A card in them says , `` They did n't have the whatever you wanted - Sam '' . Enraged , Riggan focuses on the vase . It begins to shift . Then , with a surge of anger , without ever touching it , he sends it crashing against the wall on the other side of the room . The camera pans over the roses scattered across the floor . It hovers over the carpet and around the perimeter of the room , until it finally settles on Riggan , now dressed in a casual blazer . It is later the same day . He is sitting on the sofa and on three chairs in front of him are three journalists : Gabriel , a geeky theatre journalist , wearing thick glasses and a thin tie . Clara , a reporter from an entertainment blog . And Han , a polite , obese Japanese journalist , who sits next to his translator , another Japanese guy .Riggan tries to remain calm .Riggan shifts nervously .Jake opens the door and the camera pans to him .Riggan stares at the Birdman poster .Riggan stands up and pulls the Birdman poster off of the wall .Riggan leaves the poster on the floor , facing the wall , and walks to the window . He opens it . We can hear distant drums coming from the street .There is a knock at the door . Leslie peeks in .Riggan gives Jake a look .Jake charges out of the room . The camera follows him into ...

... and when we come back, an exclusive interview with Robert Downey Jr., who tells us about the billion-dollar Iron Man franchise. The talented actor invited us onto the set of Iron Man 3...

Fun? You know what would be fun? Getting the fuck out of here before we humiliate ourselves. That would be fun.

Why does somebody go from playing the lead in a comic book franchise to adapting Raymond Carver for the stage?

I mean, as you're probably aware, Barthes said, “ The cultural work done in the past by gods and epic sagas is now done by laundry detergent commercials and comic strip characters. ” It's a big leap you've taken...

Oh. Okay. Sure. Now, is it true you ’ ve been injecting yourself with semen from baby pigs?

Are you afraid at all that people will say you're doing this play to battle the impression that you're a washed-up super hero?

We should have done that reality show they offered us. `` The Thomsons.'' That would ’ ve been good. Crazy, druggy, wise ass daughter. Milfy wife with the perky tits. People would have watched that.

That pretentious, little, theater fuck is stealing your thunder.

You are lame, Riggan. Rolling around with that third rate actor in an 800 seat shithole like this.

Stop that shit. I am not a mental formation. I am `` you'', asshole.

... Ignorant but charming. Now you are a tiny bitter cocksucker.

What are you trying to prove? Huh? That you ’ re an artist? You ’ re not.

Fuck you, coward! And fuck those critics that made you quit. Our franchise grossed billions worldwi --

No. You're Birdman. Because without me, all that's left is `` you''. A sad, selfish, mediocre actor, grasping --

God. You look like shit, brother. You get that mongoloid look when you're hung over, do n't you?

Stand up! Forget about the times. Everyone else has. So you're not a great actor... Who cares?!! You're much more than that. Fuck! You tower over all these theater douchebags. You're a movie star! A Global force! Do n't you get it?

You spent your whole life building a reputation and a bank account, and now they're both blown. So what? Fuck it. We make a come back. Something huge. Take what belongs to us. Take back the spotlight. Magazine covers and billboards. Happy meals with Birdman dolls. Remember that? That ’ s who you are. That ’ s who we are!

C'mon, buddy. Tell me we're going back to the big leagues. Let ’ s do this. Shave off that pathetic goatee, and put the mask back on! Batman my balls. We ’ ll start a new franchise. Birdman : Phoenix Rising. Trust me! A billion world wide. Swear to God.

You ’ re bigger than life. You save people from their boring, miserable lives...

... You make them jump, laugh, cry, shit their pants... All you have to do is snap your fingers and...

That's what I'm talking about! That is cool! Explosive! Big, fast, loud!

... it explodes in the eardrum of millions. Your power is unlimited.

You glimmered on 3000 screens, over 5 continents, in 47 countries at the same time. You are ubiquitous. You're a God! You can do it again. You can soar above all of them.

There you go, you mother fucker! See? Gravity does n't even apply to you.

Listen to me. We got ta go back! We have to do this. We have to end it on our terms. With a grand gesture.

We ’ ll go back. We ’ ll show them how much they're going to miss us. Flames. Icarus. Sacrifice...

Let ’ s go back one more time and show them what we ’ re capable of. You can do it. You're Birdman. Do you hear me? You're...

... the hallway and as Jake makes a left turn , Annie enters from the right .Jake disappears down the hall and we follow Annie through the theater and onto ...

... the stage , where she turns some of the stage work lights on . We pan along the stage until we find Riggan , wearing the same clothes as before , scanning the empty auditorium .Riggan sees Mike Shiner ( 39 ) coming down the aisle , slovenly dressed with mussed hair and intense eyes .Riggan , trying to hide the intimidation .A sly smile from Mike . He leaps onto the stage .Riggan tries to hide his excitement . He grabs the script from a nearby table and walks it over to Mike .Riggan drops the script and begins the scene .Mike stares at Riggan , hyper-focused .`` Yeah . The kind of love I 'm talking about is . The kind of love I 'm talking about you -- `` ( An intense pause . ) Well , you do n't try to kill people . Riggan is transfixed , and almost immediately intimidated .Riggan stands silently , his heart pounding .Riggan calls over to the wings .Mike turns to see Sam , who has been there for a bit .We follow Mike and Sam off as they ...

Geraldine Page, Marlon Brando, Helen Hayes, Jason Robards... And now you. Riggan Thomson.

I have a thing, a whatever, a gift. ( A beat. ) Come on, I helped Lesley get off book. Hey, give me that cue again.

Follow me. He says, `` I'm the wrong person to ask.'' What's his intention? Is he fed up with the topic? Deflecting? Guilt about his wife maybe? Then four sentences all say the same thing... `` I did n't even know the man.''

`` I've only heard his name mentioned in passing.'' “ I would n't know. ” `` You'd have to know the particulars.'' First of all, particulars? What are you, my grandmother? But the point is, YOU DO N'T KNOW THE GUY, WE FUCKING GET IT. Make it one line. `` I did n't even know the guy.'' Right?...

Can we -- Are we doing something here? Come on let's go. Cut it down, give it to me again.

Oh, right, sorry, you see? `` I'm the wrong person to ask?'' That's another fuck you. `` Do n't put me on the spot. Do n't make me self conscious about my marriage when my wife is sitting right here...'' See? Give it to me. Give me a good fuck you. Come on...

Come on. Give it to me right now. Fuck me. Right now. Right here. Let's do it.

`` Yeah! Alright? The kind of love I'm talking about is absolute. The kind of love I'm talking about you --

The maniac shot himself right in front of us. I rode with him in the ambulance to the hospital.

He was in bad shape. His head swelled up to like twice the size of a normal head. I'd never seen anything like it. And I swear to God, I hope I never do again.

Of course I'm drunk! I'm supposed to be drunk! This is Carver, man! The guy lost a piece of liver every time he wrote a page! If I ’ m supposed to drink gin then bring me fuckin gin! I mean, you fucked the time period! You took all the good lines for yourself! At least let me --

Oh, okay. Seriously? You people are pathetic. Put the cell phones down and join the real world! Will somebody please just live in the real world?!!

Bullshit. People don ’ t know you. They know the guy in the bird suit. They know the guy who tells those quaint, slightly vomitous stories on Letterman.

Popular? POPULAR?... Oh God, popularity is just the slutty little cousin of prestige.

A lot. Exactly. Fuck you. Yes. This does n't work out for you, you get to go home to your studio pals and jump right back into that cultural genocide you guys are perpetrating. “ There ’ s a douchbag born every minute ”. That was P.T. Barnum ’ s premise when he got rich inventing the circus. And you and your pals know nothing ’ s changed, and whatever toxic shit you make people are still gon na pay to see it. But, after you ’ re gone, I ’ ll still be here. I ’ ll still be making my living on the stage. Baring my soul. Wrestling with emotions, complex emotions.

Tonight was about making it alive. About making it bleed. This is n't the Warner Brothers lot, Riggan. This is the city, and this is how we do things.

Tonight they were laughing, tomorrow they'll be... be.. tweeting about us. Fuck ‘ em. Who cares??? These are the people who pay half price to watch us rehearse. Stop fucking caring!

You don ’ t know what this play is. These are previews. This is where we find out what the play is.

You see that woman over there? The one that looks like she just licked a homeless guy ’ s ass? Nothing matters until she writes five hundred words about us in the New York Times.

Tabitha Dickinson. Yes. And, believe it or not, the only thing that matters in theater is whether she likes us or not. She does, we run. She does n't, we're fucked.

Do me a favor, do n't get your panties in a twist over a preview, alright? And do n't tell me how to do my job. Cause, this is my town. And, to be honest, nobody gives a shit about you around here.

`` Thank you for an honest performance. Ray Carver.'' What is this?

`` A man becomes a critic when he can not be an artist, in the same way that a man becomes an informer when he can not be a soldier.'' Flaubert, right?

Yeah. And at 8 o'clock tomorrow, he's gon na get on stage and risk everything. What're you gon na be doing?

What do you want from me? I have to feel it. You know that. I told you that from the --

Your gun is ridiculous. It looks like a plastic toy. And it still has the red plug in the barrel.

You look like a seven year old when you ’ re holding it. I'm not threatened by it at all.

There ’ s a bald guy about to walk by down there. Spit on his head.

... And stick them in my skull, and then look out at this street and see it the way I saw it when I was your age.

They called me for an interview. I said -- I do n't know, I said the first thing that came to mind. Jesus, we got the cover of the Arts section!

Your stage? This stage belonged to a lot of great actor's, pal. But you are not one of them.

Jesus, Riggan. I'm really sorry. I did n't -- That's fucking horrible...

What are you gon na do? You gon na get rid of me? Huh? What do you think my friend Tabitha is going to write in the Times after you get rid of me?

About your being special. You ’ re hanging around here trying to make yourself invisible behind that fragile little fuck up routine. But you can ’ t. You ’ re anything but invisible. You ’ re big. And you ’ re sort of this really great mess, a candle burning at both ends, and no amount of booze or pills is gon na hide that.

I do n't pretend. Not out there. Just about every place else, but never out there.

... advance through the hallways .She turns her head toward him with a disgusted expression .Moving by her , into a dressing room .She follows him into the room where we see ...

... Larry stressing out while he works on a costume . He turns to see Mike standing there . Sam stands against the wall , focused on her cell phone .Mike takes off his shirt and hands it to Sam . She does n't budge , and it hits the floor . He begins to unbutton his pants ...Larry searches for a few costume pieces .He turns to see a completely naked Mike .Sam glances at Mike for a second , then returns to her phone . Larry begins to help Mike into some pants which , given the situation , is very awkward .Lesley enters the room immediately coming face to face with a naked Mike . She does n't notice Sam who is partially hidden by a clothes rack . She just goes about trying a costume shirt .Mike just stands there naked , staring at his penis in the mirror .Larry disappears deeper into the costume room .Lesley 's expression goes blank .Sam steps forward .They both look back at Mike .Sam smiles at her and exits . Lesley wheels on Mike .Lesley moves toward Mike . He cups her face in his hands tenderly . They are face to face .She twists his nipples hard and walks out .Larry reappears holding some clothes . We follow him out ...

Oh, thank the Lord and pass the biscuits! I finally have an actor to dress. Hello, Mr. Shiner.

Okay. I'm gon na have to start from scratch, with less than twenty-four hours... Let's see if these --

Okay, well, I can take out the suit but we're going to need some new pants and shirts.

... through the hallway . He walks by Jake and Riggan who are mid conversation . We stay with them .Riggan begins marching toward the stage .Laura comes down some stairs and chases Riggan .Lesley comes down the hallway .Honey , your tits look like fucking anjou pears in that top !She walks away .Riggan walks , Laura follows him .A technician walks by .I think it 's happening this time . Riggan stops . Silent . A beat .She smiles , her eyes filled with emotion . Riggan smiles back , and nods absently .She puts her head on Riggan 's chest . We see his mind racing . Laura is moved , and confused .Laura moves slightly away from him and suddenly slaps him across the face . Riggan looks at her , confused .She kisses him intensely on the lips and briefly places his hand on her belly , then moves it up to her breasts . After a moment , she backs away .Laura turns and walks away . Riggan continues down the corridor . He passes by a Security Guard· in front of a small TV . The camera becomes Riggan ’ s POV and advances until ...

... we go through the stage door . We scan the backstage area to see the stagehands ready to do their jobs . We can feel the electricity of a first preview . On stage part of the kitchen set from before is visible . Annie stands at her podium , calling the cues for the show .She turns and looks directly into the camera .Riggan walks on screen wearing his costume , carrying a bucket of ice and a bottle of gin . He goes to the opposite side of the stage and takes his place in the wings . He peeks out at the audience who seem to be watching with interest . Then we pan to the stage to find Mike , Lesley and Laura performing the scene we saw at the beginning , around the table . Mike looks comfortable , sipping at his drink . A half empty bottle of gin on the table .Riggan stands near Annie .Riggan looks out at Mike , who is refilling his glass .A stagehand gives Riggan a bottle . Riggan watches and waits for his cue .She gently pushes Riggan and we follow him on stage ...

... where Mike goes to refill his glass with the last of the real gin . Riggan snatches the bottle out of his hands and gulps the rest , straight from the bottle .We begin to hear the underscoring of violins .Over the speech , Mike reaches for the new bottle that Riggan placed on stage . He refills his glass .Riggan is doing a good job . Lesley and Laura are genuinely moved . Mike notices . He sips his drink .They all look at Mike . In silence .What the fuck is this ? Water ? He hurls the glass against the wall . Some laughter from the audience . Riggan stares at him , confused . He presses on .The audience is now hysterical . Dozens of cell phones pointing at the stage . Mike walks toward the apron , facing the audience .He crosses to the refrigerator .Mike rummages through the fridge .The milk is fake . The butter is fake . Riggan storms off the stage .Hey ! There 's chicken . Real chicken . The only thing real up here is the chicken . So I 'm gon na stick with the chicken . The audience laughs harder .Riggan charges through the chaos backstage running into a panicked Annie .Riggan keeps walking up to ...

... the hallway . Jake chases him .Riggan comes to a halt and faces Jake .Jake storms away . Riggan heads toward his dressing room . Out of nowhere , Mike barrels into him , pinning him against a wall .Mike presses up against Riggan , breathing down his neck . After a painful silence ...Mike chuckles and slaps Riggan gently on the face before he disappears into his dressing room . Riggan begins walking again . We follow him into ...

... his dressing room . He goes into the bathroom and quickly washes his face .We pan over to see his ex-wife Sylvia ( 43 ) , standing in one corner , staring at Riggan . She is elegant and simply beautiful .Riggan dries his hands with a towel and comes out of the bathroom .A beat .Suddenly , Laura opens the door and sticks her head in .She closes the door . Awkward silence .He goes to a small fridge , takes out a beer and closes it .He sits and sips in silence for a moment . Then he begins to take out the wig .Riggan seems pensive and lost .Riggan gently looks up to Sylvia .Silence . Then , as if he hasn ’ t heard what she said .She smiles sadly . She kisses him on the head and goes to the door .Riggan is smacked by that memory . His eyes on the floor .She smiles sadly . He looks at her . As Sylvia opens the door , she turns back to Riggan ...She exits . Painful silence ... until ...Riggan stands up and grabs his jacket . He opens the door and goes out to ...

She's trying to stay away from everything and everyone that got her into rehab in the first place, but...

Riggan... You do n't have to be a great father right now, you just have to be one.

Me? Nothing. Everything's the same I guess. I'm going back to teaching.

No, I heard you. I just need a second to -- ( A beat. ) That's gon na be Sam's house. Why would you -- ( A beat. ) What? For this play?

It ’ s funny. I was sitting here waiting for you, and all of a sudden I couldn ’ t remember why we broke up.

... and one hour later you were telling me how much you loved me.

Just because I did n't like that ridiculous comedy you did with Goldie Hawn did n't mean I did not love you. But that's what you always do. You confuse love with admiration.

It's your house, so do what you want with it. Just make sure you're there for our daughter.

I just wanted to come say hello. It's going great out there. You're so good. I mean it. You ’ re -- I really mean it.

Are you okay? You seem -- I don ’ t know, you seem abnormally calm.

Oh yes. God is those purplish light dots I see between my eyes and my eyelids.

You would n't believe the crowd outside. They said, some people paid up to 500 dollars a ticket.

The party where you fucked Janet Rossbach in our bed? Yeah, it rings a bell.

What the hell are you laughing about? He tried to -- What is wrong with you?

... the hallway .Riggan walks between crew members . Annie interrupts him .Riggan can not deal with this right now . He continues walking until he arrives at a metal door that takes him out to ...

... an alley way . Riggan walks toward the street . There is a man playing drums . Riggan finds Mike leaning against a parked car , dazed and looking up at the marquis ...Riggan begins to walk , Mike follows .Mike turns and opens the front door of The Rum House .He walks into the restaurant . Riggan backtracks and we follow him into ...

... The Rum House . Mike stands at the bar , the bartender already pouring two whiskeys .Tommy nods and walks away .Mike points to an Older Woman sitting at the bar . She sips a martini and scribbles in a notebook with a sour expression .Two fat tourists in `` Mamma Mia '' t-shirts , with a seven year old kid , approach the table .The Lady shoves her camera into Mike 's hands .Mike gets up with a blank expression and takes the camera . The Lady pushes the kid into the booth next to Riggan .She yanks the kid closer and they squeeze up against Riggan . Mike takes the photo and holds the camera to the lady .Mike takes another picture .She kisses Riggan hard on the mouth . Then gets up , giddy , and takes her son by the hand . As the couple leaves , husband shoves a five dollar bill into Mike ’ s hands .An agitated Mike takes a sip of whiskey .Mike places the dollar under one of the shot glasses and begins to walk away , but then stops and turns curiously .Riggan looks at Mike for a second , than reaches for his wallet and produces an old cocktail napkin with some writing on it . He slides it to Mike .Riggan looks vulnerable . He is trying to make Mike understand the importance of the napkin , to build a bridge between them .Mike ca n't stop himself from smiling .Mike slides the napkin back to Riggan .A17 A17He walks away and we follow him as he passes by the bar next to Tabitha Dickinson , the Critic .Mike stops .Mike looks directly into her eyes .He flashes his own devilish smile . She stares back . If she were n't so much older than him , you 'd swear there was sexual electricity between them .A standoff .Mike smiles and waves over to an obviously nervous Riggan . He goes toward the exit , but we stay with Tabitha , scribbling on her notebook . Suddenly she raises her eyes and , with a dark expression , looks at Riggan who is passing by . We follow Riggan toward the exit . Through the window we see him leave the restaurant . Then we pan to a wooden wall , and this wall takes us to ...

I think you screwed that one up. Take another one. LADY ( CONT ’ D )

As a matter of fact you did. You took up space in a theater which otherwise might have been used on something worthwhile.

That ’ s true. I have n't read a word of it, or even seen a preview, but after the opening tomorrow I'm going to turn in the worst review anybody has ever read. And I'm going to close your play. Would you like to know why? Because I hate you. And everyone you represent. Entitled. Spoiled. Selfish. Children. Blissfully untrained, unversed and unprepared to even attempt real art. Handing each other awards for cartoons and pornography. Measuring your worth in weekends. Well, this is the theater, and you do n't get to come in here and pretend you can write, direct and act in your own propaganda piece without going through me first. So, break a leg.

... the theater hallway . Riggan walks through the quiet corridor , until he arrives at ...

... the Green Room . Sam sits listlessly , drawing some lines across a roll of toilet paper .She does . He examines her eyes , then immediately rises , scouring the room .Riggan pulls a jar of peanut butter from the trash .Riggan pulls a stubbed joint out of the jar .Silence . Riggan seems devastated , and Sam can see that .She looks at him sympathetically , but not knowing what to say ... exits . After a moment Riggan gets up and heads for the trash can . He digs out the roach , grabs some matches and lights it . Music begins to sound . He inhales deeply and holds the smoke for a few seconds and finally exhales . He coughs , tosses away the joint and heads out of the kitchen . We follow him ...

... as he slowly walks until he disappears into the darkness of the corridor . We keep moving forward until we end up ...

... backstage . We are in the middle of the second preview . The music continues , it belongs to the play . Laura is by herself on stage performing the end of a scene . She stands in the middle of a surrealistic forest set , at dusk . There is fog , and trees . A strong , artificial wind blows through Laura ’ s hair . Desolate music .Three dancers on stage pass by in front of Laura . We follow the dancers backstage where we find Mike and Lesley wearing pajamas .A stage hand helps Mike and Lesley into a double bed . The camera slips under the covers with them and stays there .The stage begins to revolve as we hear ...

... music through the transition . It remains dark .Mike rolls on top of Lesley .Mike continues to maneuver himself .A knock on a door .A furious Lesley tries to reposition herself under Mike .The knocking gets louder .Mike , lost in his libido , has begun to have sex with Lesley . The camera comes out from under the covers and pans to Riggan who stumbles into what is now the Motel Room set . He wears a mustache and a long wig , that makes him look like a wild man . He holds a gun in his right hand . A neon `` Motel '' sign is illuminated . A clever effect of falling rain is visible behind the set , accompanied by the appropriate sound effect . Riggan is wet because of the `` rain '' . Lesley uses Riggan 's entrance to escape from Mike .Mike hops out of bed , unaware of the very noticeable erection protruding underneath his pajama bottoms . Some laughter from the audience .Lesley does n't understand the audience response , until she notices the erection herself .More laughter . Riggan is disturbed , but he continues ...He shoves Mike violently to the floor .Riggan points the gun at Mike 's head .She begins to cry . Her performance is beautiful .The audience is silent .Riggan points the gun at Lesley . Then at Mike . Finally , he puts the gun to his own head and pulls the trigger . PUM ! And with the explosion , a fake blood mechanism splatters brains onto the stage . Riggan drops to the floor . A blackout . The audience applauds politely . The curtain falls . We follow Riggan off stage and into ...

... the wings , where Annie immediately helps him remove the bloody and wet wig with the propeller mechanism . Laura waits next to them for their bows . Meanwhile , a stage hand crosses behind them , and we follow him as he goes on stage to ...

... reposition some scenery for the curtain call . The camera carries us to the other side of the stage , where Mike and Lesley are in a heated exchange ...Music begins and the curtain rises . The audience applauds as Lesley and Mike stride onto the stage and take their bows , smiles plastered on their faces .Lesley starts back for the wings , and Mike follows her . In the background we see Riggan and Laura enter from the other side to take their bows .They go back on stage and join Riggan and Laura for the company bow .Lesley storms off , leaving Mike and a confused Riggan on stage . Laura chases her off and straight into ...

... the dressing room and closes the door . Lesley proceeds to smash everything on her dressing table . Then she looks in the mirror holding a hairbrush .Lesley begins to cry . Laura hugs her .Riggan steps into the doorway and sees Laura hugging Lesley .Riggan enters gingerly and walks up to Lesley .Riggan leaves the room . Laura leans on the makeup table .Laura is suddenly teary .A beat .Laura smiles and caresses Lesley ’ s hand . They look at each other . Then Laura leans forward , close to Lesley ’ s face ...Laura kisses Lesley tenderly on the lips . Lesley seems confused . A few seconds of silence . Then ...Laura kisses her again . A knock at the door . They separate . Mike opens the door holding the prop gun .Lesley hurls the hair brush at his head .Mike points the prop gun at her , pretends to fire and ...He exits the room . We follow him ...

... down the hallway up to Riggan 's dressing room . Riggan sits at his table , picking the brains out of his hair .He tosses the gun onto Riggan 's table .We follow Mike to ...

... the stairs . He climbs them as he lights a cigarette . He goes through a metal door that takes him out onto ...

... a rooftop . The Marquis ' of the other theaters glowing with the street lamps , a classic Broadway view . Mike is surprised to find Sam sitting on the cornice of the building , a good fifty feet above 45th street . He goes next to her , looking down at the street .Sam turns to him , uncomfortable by his presence .Sam turns and faces Mike .Mike leans on the railing , looking down at the street . For a moment , he is somewhere else ...He looks at her , intrigued .A moment of tension .She stares into Mike 's eyes , knowing she 's being tested . She leans over the railing and spits down toward the street .Sam laughs . Mike smiles at her carefree laugh . It could be the first time we 've seen a genuine smile from him .She stares him down .A pause .A pause .Impressed with his honesty .He carefully considers it , then moves his face close to hers .Mike turns and stares out at the street once more . Sam stares at the mystery that is Mike .She walks away and into the building , never looking back .A29 A29Mike stares out into the night . We move to his POV . The street . Night turns to day . Pedestrians begin to walk below .B29 B29We crawl down the wall until we arrive at Riggan 's dressing room window . We push in to find ...

... Riggan siting with his feet on the window frame , staring at a manila envelope in his hands that reads ... `` R , MALIBU REFINANCE DOCS . SIGN AND SEND ASAP . J . '' Riggan sighs and props the letter up against the mirror . With a soft knock , Laura enters . She stands in the doorway with an odd expression on her face .Laura lays the Arts section of the New York Times down in front of Riggan .Riggan picks up the paper . His expression immediately changes . Laura watches him sympathetically .Now we see the cover of the Arts section . There is a picture of Mike lounging on a black sofa , his bare feet on a table as he sips a glass of wine . The Title of the article reads ... `` CARVING OUT HIS PLACE IN THEATER HISTORY . Shiner says Raymond Carver is the reason he became an actor . '' Riggan involuntarily squeezes the paper as he reads on , filling with rage .Riggan searches desperately for page twelve . When he gets there , he finds a huge ad of the new Toyota Camry that almost fills the entire page , and down in the left corner a tiny press release with the title : `` From Birdman to Carver : An aging Action Hero Grasps for His Youth . ''Laura looks at him with fire in her eyes .She charges to the door and is about to leave when she turns back to Riggan ...She leaves , slamming the door behind her . Riggan remains still . Mike seems to be smirking at him right through the cover of the Arts section ...Riggan charges out of the room and into ...

... the hallway . He walks to Mike 's dressing room , finds the door half opened and enters ...

... discovering Mike lying in a sun bed . His arm is sticking out of it , holding on to a copy of Borges 's 'Labyrinths ' . Riggan yanks the sun bed open . Mike is asleep , wearing tiny sun goggles . Riggan slams the lid down on him .Riggan slaps Mike on the arm .Mike storms out of the room . Riggan follows him into ...

... the hallway . He slaps Mike on his sun burned back .He slaps him again .Riggan corners Mike against the wall .Riggan stares intensely into Mike 's eyes . Mike looks away .Mike 's expression changes .Riggan ca n't go on . Mike is horrified .Riggan shoves Mike violently .Riggan pulls the paper out of his back pocket .He smacks Mike in the head with the paper and begins to jump in front of him , ready to fight .Riggan punches him on the face . Mike needs a few seconds to understand what has just happened . Then they begin to wrestle in the hallway . Mike breaks free from the headlock .Riggan stares at Mike , paralyzed by the truth . Finally , he turns and marches to his dressing room , and we follow him ...

... Riggan slams the door shut and paces in a rage . He glares at a make-up box on the table and , points his finger at it , and sends it flying across the room .Riggan continues breathing deeply with his eyes tightly closed . He smiles a tiny artificial smile .Riggan looks down at the poster on the floor .Riggan opens his eyes , slowly . A sad expression on his face .Riggan points his fingers at a lamp and sends it flying .Riggan points his fingers at a chair and sends it flying .Riggan sits down , exhausted .Riggan points his finger and sends the poster flying , spearing it on a coat rack , piercing Birdman right through the heart . Finally , silence . Until ...A confused Riggan looks over to the wall , where the lamp on the floor is creating a shadow of his figure . Only in the shadow , it appears as if Riggan is wearing the Birdman costume . Stunned , Riggan slowly lifts one arm and in the shadow we see a wing .The television turns on by itself , playing an episode of the original Birdman cartoon . Riggan points his fingers at the tv and sends it hurling at the shadow . Then he proceeds to destroy everything in his room with his telekinetic powers . We slowly pan to see that , behind Riggan , Jake stands on the other side of the half-opened door . We push in on Jake , watching in shock . The camera turns and becomes Jake 's POV ...

... and now , from his view , we see Riggan yelling at the shadow .He picks up a chair and throws it down . He then picks up the newspaper from the floor and tossing it all around . And now we understand that he is not using telepathy . He has been using only his hands . Completely mad . As Riggan turns to pick up something else , he spots Jake on the other side of the door . He immediately calms himself and walks over .You know I ’ m proud of you , right ? This took balls . And you did it . Riggan nods . An exhausted sadness in his eyes .Riggan smiles . He has forgotten about his existential doubts . A worried Jake closes the door . He walks a few steps and finds Laura and Lesley . They ’ ve been listening to his conversation with Riggan .Laura leaves . We follow Lesley up to Riggan ’ s dressing room . She knocks on the door . Nothing . Silence . She half-opens the door and , from behind her , we see Riggan examining his right hand . He has blood falling from the palm to the wrist .He cleans his hand against his trousers .Lesley nods . A beat .She looks at him with tender eyes . Then we follow her along the corridor until she passes by Mike ’ s dressing room . Mike half-opens the door and sees Lesley walking by . He has a black eye . He waits for Lesley to be completely gone , and then he comes out of his dressing room and we follow him up the stairs to ...

... the rooftop . He finds Sam standing on the cornice , looking at the street .Sam stares out , a smile creeping over her face .Silence . Mike walks up next to her and stares out as well .A beat .Mike smiles . No answer .He barely says no , smiling , and lights a cigarette . She understands .Silence .Sam is surprised by the question . She thinks for a moment .She stares him down . Silence .A beat .Sam tosses Mike ’ s cigarette over the balcony , and kisses him . He leans into the kiss .She suddenly pulls away .She kisses him lightly one more time and then walks away . When she gets to the door she stops and leans on the frame .The slightest smile as she exits through the door , and after a short pause , Mike follows ...

... along a darkened hallway . They reach a tiny wooden door and Sam leads the way through it .She continues on until she gets to ...

... the `` grid '' above stage where the lights are located . We can see , below us , the empty seats of the auditorium and the kitchen set .Mike reaches up to kiss her . She stops him .They stare at one another ...She moves in .They kiss . The camera begins to drift down toward the stage ...As the camera continues down from the grid , we discover an auditorium full of people staring at the actors on stage .We pan along the auditorium back to the stage to find Riggan , Mike , Lesley and Laura in the kitchen .She is crushed . Laura holds Lesley , trying to control her own emotion .The lights go to a blackout and the audience applauds as some scene change music plays . As we follow Riggan off stage , the lights are turned on again , but now they have an orange mood . Lesley is the only one on stage , doing a monologue .A Dresser waits in the wings to help Riggan with his change .Riggan looks proud . Things are finally going well . He undresses to his underwear and puts on a robe and his moccasins , as the stage begins to revolve . Laura , in costume , walks up beside him . Over the following dialogue , the kitchen gives way to the extravagant garden set we saw before .Riggan nods .Silence .The lights come up and Laura walks onto the stage .Riggan watches her go , but something else grabs his attention . We pan across the stage to see Sam and Mike on the other side . They talk and laugh . Sam kisses Mike softly . Mike playfully grabs her ass . We pan back to Riggan . His expression morphs from broken- hearted to rage . He marches over to a stage hand .The stage hand holds out a pack , Riggan takes one .Riggan snatches the lighter and storms out through the hallway , and out the back door of the theater to ...

... the alley . Down at the end , we can see the tourists making their way about the streets . Riggan lights the cigarette and leans back against the stage door trying to calm himself .But this is New York City . A fluorescent light buzzes above his head . Taxis honk their horns . The sound of pedestrians yelling at one another . All fueling his agitation . Riggan checks his watch . He pulls one last drag from the cigarette before he tosses it , and turns to head back in , only to realize the door has locked . He tries to pull it open to no avail . He begins to knock loudly on the door . There is no response . He knocks louder . Nothing . He is turning to walk away when he realizes that his robe is caught in the door . He checks his watch again and now is beginning to panic . He tries to tear at the robe but the terry cloth is too strong for him to rip . Frantically , he looks around for an answer . No answer . No time . He pulls the robe off of him and , wearing only his underwear and moccasins , he charges down the alley way toward ...

... the street . Now , rushing down the block in his underwear . A tourist spots him .Riggan marches on as a few more people begin to notice . The Tourist runs in front of him , forcing him to stop .The man produces a pen and a magazine from his pocket . More people begin to gather ...Seeing no other way out , Riggan signs the autograph .Directly in front of him stand a lady and her two kids .Riggan tries to get past them , but a crowd has formed . A swarm of cell phones begin to glow like fireflies .The kids run up next to him . Even more people crowding around . Riggan puts up his middle finger , just as the Lady takes the shot . He shoves the kids aside and moves on .Riggan pushes through the crowd to get to the lobby . The people begin to chant . Dozens of cell phones recording him .Riggan pushes his way through to the lobby doors ...

... to be stopped by the vision of Ralph in a wheelchair . His head wrapped in a bandage . A man in a suit next to him .Riggan continues walking toward the auditorium . Ralph and Mr. Roth follow him .Riggan storms toward the auditorium , but is stopped by an old Usher .Riggan shoves the old lady aside and enters ...

We're pursuing financial remuneration for the injuries Mr. Pinkus suffered while rehearsing your --

... the theater . Riggan stands in the back among the audience . He sees the `` rain '' falling on the stage . The `` Motel '' sign is lit . Mike and Lesley are in bed , for the motel scene , waiting for the knock on the door . With nothing else to do , Riggan yells his line from the back of the auditorium ...The audience turns to see Riggan standing in his underwear . They begin to murmur and laugh and point at him . Riggan marches down the aisle . He looks haggard and covered with perspiration . Lesley and Mike , confused , come out of bed .Giggles from the audience . Riggan turns threateningly and points to an audience member on the aisle who is giggling at him .The guy stops smiling . The audience goes silent . Riggan arrives at the apron of the stage . Annie from the wings slides the gun towards him . Riggan grabs it and points it at Mike .Riggan climbs onto the stage . Exhausted . He goes to Mike and , with a last effort , pushes him lamely .We pan to the wings where Jake is staring in disbelief . His cellphone begins to vibrate , and he answers .He walks toward the hallway and we follow him ...

... through the corridor .He goes out one of the exits and we are left with the silence of the empty hallway . After a few seconds , the sound of the gunshot from the scene echoes through the theater . The audience applauds . The camera starts to move forward . A few seconds later Riggan takes over the POV with his bloody long wig and the fake gun . We follow up to ...

... his dressing room . He puts on a robe . He walks to his refrigerator without acknowledging Sam who is sitting on the couch , scribbling her dashes on the toilet paper once again . Riggan takes out a plastic container of bologna and a jar of mustard . He sits in front of his dressing table , peels open the bologna and opens the jar of mustard . Slice by slice , he dips the bologna in the mustard and shoves it into his mouth .You want some ?He continues to eat . She tries to fill the odd silence .Silence . Riggan notices the toilet paper .She unravels the roll and we see that there are thousands of black marks running along the toilet paper . She takes the last two panels and tears them off .Riggan stares at the paper , and then at Sam .He stops chewing and stares out .He smiles to her sadly , and then he wipes the mustard from his face with the piece of toilet paper .Sam looks at the ruined toilet paper in his hands .Riggan looks at her with the saddest of expressions .Sam searches for something on her iPhone and then hands it to Riggan . Riggan looks at the phone and sees a hand-held video of himself in the streets in his underwear .Riggan looks at more footage , seemingly confused . After a moment , the phone vibrates and the video is interrupted by a text message , which reads “ Truth or Dare ? ”She grabs the phone and looks at the screen . Then at her father . Riggan is staring at her . She looks down .A sympathetic smile . An understanding . Sam exits . Riggan stares into the mirror absently . His eyes locked on his reflection trying to find himself in the image . Then he spots a vase with dying roses , the same roses he flung to the ground previously . He gets up and goes into the bathroom . He pulls off the long wig and the mustache . He washes his face . Then he opens a small bottle and uses the liquid to scrub his goatee . The dark dye begins to run out , leaving only white hair . For the first time we see that Riggan has a white beard . He puts on new clothes and comes out of the bathroom . He grabs a beige raincoat and heads out of the dressing room and into ...

... the hallway . As he passes by Mike ’ s door he can hear Sam and Mike . They ’ re trying to be as quiet as possible , but we can hear them flirting and laughing . He pauses for a moment but continues on . After a few seconds , his phone vibrates . He looks at it . A text from Jake reads : “ Have you seen this ? ? ? Awesome ! ! ! ” He clicks the attachment and sees the , now infamous , video of his underwear escapade in the street . We zoom in until the image fills the screen , when we finally pull away , we discover that ...

... Riggan 's video is being played now in a television in the bar . We see the MTV logo on the bottom of the screen and a video caption that reads : “ Birdman goes viral , 930.000 views and counting ” . The camera pans to find Riggan sitting at the bar , drunk . He is one of the few customers . He polishes off his drink .The bartender pours another whiskey for Riggan . A waiter steps up to the bar . The bartender points to a martini .Riggan 's head tilts at the mention of the name . He looks over to see Tabitha sitting at a table , scratching in her notebook .Riggan sits down across from her . She looks up and immediately recognizes him . He takes out the Carver cocktail napkin and pushes it in front of her . She looks at him , and then down to the napkin . She reads it in silence .A pause . Then she pushes the napkin back toward him .Tabitha goes back to her writing . Riggan sits for a moment .She looks up at him .He snatches the notebook from her .Tabitha wants to reach for the notebook , but her pride won ’ t let her . Riggan takes a flower from a vase at the center of the table .Riggan wears a proud smile . And suddenly , Tabitha begins to smile with him .Eddie the waiter approaches the table .Tabitha looks over at Riggan picking the perfect verse .He is brilliant . The monologue is perfectly played and powerful . Riggan being mercilessly reminded of his mediocrity ... by Eddie the waiter .A few drunks clap at the beautiful performance . Then , a powerful silence rings out for a moment , until ...Tabitha rises from her seat and grabs her things .She walks away . Riggan sits numb . After a moment , he reaches over and gulps down Tabitha 's entire martini , gin pouring out the sides of his mouth . Unaware , he slams the empty martini glass on top of the Carver napkin and gets up . We follow him out onto ...

Tomorrow, and tomorrow, and tomorrow, Creeps in this petty pace from day to day, To the last syllable of recorded time ; And all our yesterdays have lighted fools. The way to dusty death...

... Out, out, brief candle! Life's but a walking shadow, a poor player, That struts and frets his hour upon the stage, And then is heard no more. It is a tale told by an idiot, full of sound and fury... Signifying nothing.

... the street , where he walks through the theater district . Tired . Drunk . Empty . Neon lights all around him . A crazy , old homeless man passes by in the opposite direction shouting furiously . Riggan keeps walking until he arrives at a bench , with a tree behind . Everything is quiet . Riggan sits on the bench , lost . We begin to tilt up , slowly , toward a tall tree . We move closer into the branches and the green leaves . Silence .A49 A49Night turns into day . The sounds of the city disappear and birds begin to sing . The branches now caressed by golden shafts of morning sun . Finally , we tilt down slowly and find ...

... Riggan still sleeping on the bench . He looks like a bum . His raincoat is dirty and wet .Riggan opens an eye . He scratches his hair .Riggan sits up slowly . He is really hung over .Riggan stands up and begins to stumble forward . We pan around to find Birdman ( a stronger Riggan wearing a cool Birdman outfit ) , following behind him .Riggan just marches on . People and cars pass by , but nobody notices Birdman . Riggan tries to ignore him .A50 A50Riggan keeps walking . Birdman , insistent , chases , until suddenly he begins to flutter off the ground .Desperate , Birdman flies a bit higher around him .The camera pans to the street in front of them . People carry out their everyday routines . There is a deli , a souvenir shop , a small bank ...B50 B50Riggan snaps his fingers , once , twice , and the bank suddenly explodes . The sound is so loud that it seems to belong to another movie . The earth shakes . People run . Dust all over . Fire . An unsteady camera pans back to Birdman .Look at them . They love that shit ! They starve for blood and action , not this artsy-fartsy-philosophical bullshit !C50 C50We hear a loud roar , and the camera pans to discover a huge alien about to crash a cab against the asphalt . Birdman uses his powerful blow to send the alien flying away .Riggan slows down his pace , as he starts to listen .Riggan suddenly begins to levitate .The camera flies up with Riggan as he floats above the street . There is something magical in his ascension , gently impelled by the breeze . A beautiful backlight makes his body glow . Birdman flutters around him .A strange light suddenly palpitates in Riggan 's eyes . Something makes sense in what Birdman is telling him . The camera becomes Riggan 's POV . He looks down to see the people on the street , watching him in awe .We tilt up again to Riggan 's face . He has a plan .E50 E50And as the camera pulls away , we discover Birdman is gone and Riggan is standing on the ledge of a tall building . The camera tilts down and we see that more people have gathered around , and more cars has stopped , and they all point at Riggan , worried about the situation . A guy wearing shorts , a Bob Marley t-shirt and a robe opens his window , one floor below Riggan , and looks up at him .Riggan looks down at the people on the street far below .We pan to a lady on her balcony filming Riggan with her phone .The lady looks around but sees nothing .She goes into her apartment .The guy goes inside his apartment .Now , from the door of the rooftop , a good neighbor calmly approaches Riggan .Some underscoring music begins to sound . The neighbor is now close to him and helps Riggan step down from the edge on to the floor of the rooftop .Riggan closes his eyes for a moment as the camera moves slowly toward him . He opens his eyes . The music begins to swell . Riggan stands up straight and proud , and in a voice that sounds like Birdman ...He turns and begins to run on the rooftop . The music is rousing . As he runs , he holds out his arms , spreading them wide . The camera runs behind him , until suddenly ... Riggan jumps , and the camera jumps after him . He rapidly falls toward the street , toward the asphalt . But in his face there is no fear . No . He spreads his arms again and ... He takes flight , soaring high over Manhattan . The music becomes epic . There is something beautiful about this broken man flying like a superhero . We fly next to him , and we can see below the spectacular sight that is Manhattan , until ...

Are you alright? Do you want me to call someone? Do you know where to go?

... he finally lands on 45th street and calmly approaches the theater . An Usher acknowledges him with a look of surprise .The music stops .Riggan enters the theater . The confused Usher watches him go by , as he points to the street . We pan to see a taxi driver coming out of his car , running like a mad man toward us . We stay with the Usher and the taxi driver as they argue . They take it inside the lobby , but we remain out front .A51 A51Day turns to night , igniting the lights of the marquee , which reflect off of the lobby doors . We hear wild applause coming from inside the theater . Seconds later , the doors of the theater open and the audience files out for intermission .We begin to move up , outside the theater . We see the marquee of the play that reads , `` What We Talk When We Talk About Love '' . Above the title , in smaller print , `` Riggan Thomson and Mike Shiner '' . Below on a banner , `` Opening Night '' . We keep climbing until we arrive at Riggan 's dressing room window . We push in to find ...

... that the room is full of roses and cards . Riggan lies on the sofa , hugging a cushion . He is wearing the long wig and mustache for the motel scene . Sylvia appears in the doorway .He smiles at her .She does .She laughs . He watches her , something odd in his expression .Sylvia , teasing him , closes her eyes and imitates Riggan 's meditation posture .A beat .He sits down .Silence . Sylvia stares at Riggan , surprised .Sylvia does n't know how to react .Silence . They stare at each other .Shhh ... There are more pathetic things than that . That mustache , for example . She kisses him .Sylvia lingers for a moment , and not knowing what to say , she exits . Riggan opens a drawer and takes out a black case . He gently opens the lid . Inside a revolver . He takes some bullets out of a box and one by one loads them into the chamber as he does his vocal exercises into the mirror .He stares at the dressing room door , and with his telekinetic powers he opens it . He snaps the cylinder into the gun and exits out into ...

... the hallway . He paces deliberately , gun in hand . A technician goes by in the opposite direction .Riggan ignores him and continues through to the ...

... backstage area . Annie immediately hustles over to him holding up the brain mechanism . He walks right by her .Annie does n't seem to understand . She stays there , holding the device . Riggan takes his place outside the motel door . We pan toward the audience . The auditorium is full . The audience in complete silence . Riggan knocks firmly on the door . Silence again . Then ...He barges through the door and onto ...

... the stage . The motel room as we saw it before . Mike and Lesley jump out of the bed .Riggan raises one hand to silence Mike . Mike looks at him , confused . His eyes narrow on the gun . There is no red plug . Dead silence . An eerie electricity in the theater .She begins to cry .For the first time , Riggan turns to face the audience . He smiles the most beautiful insane smile .Then he raises a trembling arm , and with his eyes full of tears , he aims the gun at Mike .But he doesn ’ t shoot . Then he turns and aims at Tabitha Dickinson who is sitting on the second row .Again , no shot . Slowly , Riggan raises the gun toward his own head , suddenly a frightening explosion . Blood sprays . Riggan falls . We stay with the shell-shocked audience . A moment of tension , of uncertainty , until ...The audience , one by one , jump to their feet , applauding wildly . The sole exception is Tabitha , who remains seated , a dazed expression on her face . We stay with the audience a few seconds longer .FADE TO BLACK .The sounds slowly vanish . After a moment of silence ...

One of the old Birdman films is playing on a small television screen that hangs on a corner . The scene ends and a Morning Show host appears . Behind him a picture of Riggan and a caption that reads : “ Nation in shock. ” A shot of a candle vigil in Central park .We pan away from the TV to see that the waiting room is filled with newsmen waiting for something to happen . There is almost no room to breath . We pan to see Jake emerging from an elevator , carrying a newspaper under his arm . He walks through the dense mass of newsmen with a serious expression on his face . We follow him into ...

What do we talk about when we talk about Riggan Thomson? When we come back, more on the actor who two nights ago shot himself during the opening performance of his new Broadway play...

... a room . Jake peers in . Riggan lies on a bed , the bandages on his nose cover most of his face . Sylvia is looking out the window .Jake enters the room .He starts to laugh .Jake holds the New York Times up in the air .Jake unfolds the newspaper and we see the headline of the review : “ The Unexpected Virtue of Ignorance ” .He hands her the newspaper . She begins to read to herself .She hands it to Riggan .She slaps him in the face .Jake needs a few seconds to recover . Then he looks at Riggan who just sits there , in silence .Riggan , this is what you wanted .A newsman comes into the room and takes a quick picture .This is a hospital you motherfucker ! Jake rushes to the door , shoving the newsman and a few other paparazzi out the door . Security guards . Chaos . Finally silence . Sylvia steps up and looks Riggan in the eye .Riggan just stares at her . His calm , sad eyes peeking through the bandages . After a moment his gaze moves over her shoulder . Sylvia turns and we discover Sam standing in the doorway holding a bouquet of flowers . A bit of awkward silence , and Sylvia decides to leave them alone . She kisses Sam on the head and exits . Sam walks the flowers to Riggan at the bed . She lays them on his chest .The hint of a smile on Riggan ’ s face .A moment until the smiles turn to gentle laughter . She takes out her cell phone and snaps a picture of him .A moment between them . Sam picks up the flowers and kisses him tenderly on the head . Riggan is pleasantly surprised by that kiss .She heads out of the room . Riggan lies there for a moment , tranquil . After a moment he reaches up and touches his bandages . Finally , he climbs out of the bed . We follow him into ...

... the bathroom . He stands before the mirror . He stares at his reflection for a few seconds , and slowly begins to remove the bandages . We can see that Riggan ’ s nose has been reconstructed . It is a crooked , incomplete nose , like the one Javier Bardem has .In the reflection , Riggan sees Birdman sitting on the toilet . They look at each other , but say nothing . Riggan puts the bandages back on and we follow him out to ...

... the room . He looks around , but Sam is gone . He ambles over to the window , his ass hanging out of the back of his hospital robe . He opens the window and feels the sun and the breeze on his swollen face . We just hear the sounds of the people standing down in the parking lot . Media trucks . Fans . We stay with Riggan , who seems to be thinking about something . He sees a flock of birds dancing in the sky . Then he grabs the side of the window with one hand and begins to step up onto the sill . The camera pans away from him to a table that has some photos propped on it : One of he and Sam when she was a child . One with Sylvia and Sam . A copy of Carver ’ s “ What we talk About When We Talk About Love ” laying on the surface . The camera continues to pan until it comes to the door . Sam enters with a small vase . She looks around ...She goes to the bathroom and peers in ... nothing .She spots the opened window and registers the sounds from outside . Tentatively she walks toward the window . She gets there , summons her courage and looks down . Nothing . Slowly , confused , she tilts her head up and looks up into the sky . A smile , filled with pride , begin to wash over her face .SMASH TO BLACK

A dark screen is lit up by twinkling stars .A meteorite drifts into frame , heading towards tiny Earth off in the distance .The meteorite hits Africa and we see plant life and animals affected by vibranium .A visual representation of the five tribes emerges as hands from the sand animation , and we see them unite , and then break apart as conflict arises . Bashenga rises above the conflict and eats the Heart Shaped Herb , proceeding to unite the tribes .We see the Jabari striding off towards the isolated mountain region .We see images of war and slavery just outside Wakanda ' s secretive border .We see the protective barrier rise around the Wakandan city , as we pull back on the Earth as it spins , now zooming in on another part of the world . .

Millions of years ago, a meteorite made of vibranium, the strongest substance in the universe struck the continent of Africa affecting the plant life around it.

And when the time of man came, five tribes settled on it and called it Wakanda. The tribes lived in constant war with each other until a warrior shaman received a vision from the Panther goddess Bast who led him to the Heart Shaped Herb, a plant that granted him super human strength, speed, and instincts.

The warrior became King and the first Black Panther, the protector of Wakanda.

Four tribes agreed to live under the King's rule, but the Jabari tribe isolated themselves in the mountains.

The Wakandans used vibranium to develop technology more advanced than any other nation, but as Wakanda thrived the world around it descended further into chaos.

To keep vibranium safe, the Wakandans vowed to hide in plain sight, keeping the truth of their power from the outside world.

Towering apartment buildings loom over the horizon . Kids play pickup basketball on a milk carton hoop when mysterious lights approach from the sky .

An African man , N'JOBU ( 30s ) sorts through firearms and goes over maps with another man , JAMES ( 20s , African American ) . Live news footage of the 1992 Los Angeles Riots plays on the TV .Suddenly , N'Jobu hears something that we do n't . .. a familiar sound .James quickly moves into action , hiding the guns in the walls as N'Jobu peers out a window , then clears the maps from the table and unrolls a tapestry on the wall , hiding a bulletin board . James cocks a handgun .A KNOCK rattles the door . James walks over and looks out of a peep hole , then turns back with a confused expression .James opens the door and TWO DORA MILAJE ( members of the All Female Wakandan Special Forces ) slowly enter carrying LARGE SPEARS . They eye N ' Jobu .N'Jobu grabs his bottom lip and flips it , revealing a vibranium threaded TATTOO glowing blue with Wakandan script . The Dora SWIFTLY SLAM their spears down in unison , making the sound of an EMP . All electronics in the room instantly DIE OUT .

Hey look, if we get in and out quick wo n't be any worries. You in the van come in through from the west, come around the corner, land right here. Me and the twins pulling up right here, we leavin' this car behind, ok? We corning...

This is James. I trust him with my life. He stays, with your permission, King T'Chaka.

James, James you lied to me? I invite you into my home and you were Wakandan this whole time?

I observed for as long as I could! Their leaders have been assassinated, communities flooded with drugs and weapons, they are overly policed and incarcerated. All over the planet our people suffer because they do n't have the tools to fight back. With vibranium weapons they could overthrow every country and Wakanda could rule them all, the right way...

Yes. The sunsets there are the most beautiful in the world. But I fear you still may not be welcome.

Well look at what I have done. I should have taken you back long ago.

The room is pitch black , then . . . BOOM . The Dora hit the floor with their spears again and the lights come back ON , but now YOUNG T'CHAKA ( dressed in t he ceremonial garb of the Black Panther ) stands before them . N'Jobu kneels at the sight of him . He swats James , urging him to do the same .Young T'Chaka looks at James , who gapes in awe .Young T'Chaka looks at him for a long beat .Young T'CHAKA removes his mask , hands it off to the Dora and the women step out into the hall , closing the door behind them .N'Jobu stands . T'Chaka walks over to him and they embrace .Young T'Chaka 's mood darkens .Then , Young T'Chaka activates a simple looking beaded bracelet , KIMOYO BEADS , that project a hologram image of ULYSSES KLAUE .N'Jobu takes the news in .Young T'Chaka waits for N'Jobu to come clean of the crime . He does n't .Young T'Chaka snaps a look to James .N'Jobu 's face goes ashen as James is revealed to be YOUNG ZURI , a Wakandan spy . Zuri reveals his vibranium lip tattoo . N'Jobu grabs him .Zuri walks to the wall and removes a duffle bag containing VIBRANIUM CANISTERS , glowing blue . He shows one to Young T'Chaka .

This man, Ulysses Klaue, stole a quarter ton of vibraniurn from us and triggered a bomb at the border to escape. Many lives were lost. He knew where we hid the vibranium, and how to strike.

Because I want you look me in the eyes and tell me why you betrayed Wakanda.

Stand down. Did you think that you were the only spy we sent here?

Prince N'Jobu, you will return home at once, where you will face the council and inform them of your crimes.

You will return home at once, where you will face the council and inform them of your crimes.

A kid catches the basketball , gazing up as an AIRCRAFT WITH STRANGE LIGHTS rises into the sky and speeds off . The ball drops .

T'Challa , dressed in his Black Panther armor , sits at the console in the back of the ROYAL TALON FIGHTER . A BBC news report plays on the screen .Piloting the craft while seated in lotus position is OKOYE ( 30s , Head of the Dora Milaje . )

The tiny nation of Wakanda is mourning the death of its monarch, King T'Chaka. The beloved ruler was one of many confirmed dead after a terrorist attack at the United Nations a week ago. The Suspect has since been apprehended.

Though it remains one of the poorest countries in the world, fortified by mountain ranges and an impenetrable rain forest, Wakanda does not engage in international trade or accept aid. The succession of the throne is expected to fall to the oldest of the King's two children, Prince T'Challa.

My King. My love. You will never guess who just popped up on our radar.

A misidentified Wakandan artifact was stolen yesterday from a British museum. We have learned Ulysses Klaue plans to sell the vibraniurn to an American buyer in South Korea tomorrow night.

Bast willing this goes quickly, and I can get this ridiculous thing off my head.

Five. How could you miss `` Greased Lightning'' there behind you.

Our missions was to bring back Klaue. We failed. This man is a foreign intelligence operative. How do we justify bringing him into our borders?

Let us consider that we heal him. It is his duty to report back to his country. And as King, it is your duty to protect ours.

Overthrow?! Nakia, I am not a spy who can come and go as they so choose. I am loyal to the throne, no matter who sits upon it. What are you loyal to?

Wakanda has survived for so long by fighting when only absolutely necessary.

You! Your heart is so full of hatred you are not fit to be a King.

An overhead view of a SIX CAR MILITARY CONVOY , moving like a sinister serpent through the surrounding wilderness . We pull back into the sky revealing the tip of a futuristic looking aircraft . This is the ROYAL TALON FIGHTER ( RTF ) .

T'Challa stands , and moves to a sand model of the convoy down below . Okoye gets up out of her chair and grabs her SPEAR off the wall . She moves towards the back of the craft .Okoye pauses , then returns her spear to the wall . T'Challa closes the model and steps to a marked circle in the floor .Okoye places six KIMOYO BEADS into T'Challa 's gloved hands .T'Challa slips on his helmet , revealing himself to be Black Panther and folds his arms over his chest . Okoye opens her closed fist , dropping Panther out of the aircraft .

I will be crowned King tomorrow, and I wish for you to be there.

So surprised my little sister came to see me off before our big day.

I can not wait to see what kind of update you make to your ceremonial outfit.

That is not what I am talking about. I am not ready to be without you.

Tell me how to best protect Wakanda. I want to be a great King, Baba. Just like you.

Klaue has escaped our pursuits for almost 30 years. Not capturing him was perhaps my father's greatest regret. I wish to bring Klaue back here to stand trial.

What, you do n't like my royal sandals? I wanted to go old school for my first day.

Six. Just spotted an old friend who works for the CIA. It just got a little more complicated.

Better to let him talk to Klaue alone for 5 minutes than to make a scene here.

After your questioning, we will to take him back to Wakanda with us.

And you believe the word of an arms dealer, strapped to a chair.

I am well aware of my duties, General. I can not just let him die knowing we can save him.

What happened to my Uncle N'Jobu? My father told me he disappeared... there was a man today wearing a ring identical to this one.

He helped Klaue escape from us and he was wearing this ring. My grandfather' s ring. Do not tell me what is possible tell me the truth.

He killed his own brother... and left a child behind with nothing. What kind of King •.. what kind of man does that?

He didn' t even give him a proper burial... My Uncle N'Jobu betrayed us, but my father may have created something even worse.

I do n't care that you brought Klaue, the only reason I do n't kill you where you stand is because I know who you are... now what do you want?

Our our weapons will not be used to wage war on the world. It is not our way to be judge jury and executioner for people who are not our own.

I am not King of all people. I am King of Wakanda. And it is my responsibility to make sure our people are safe and that vibranium does not fall into the hands of a person like you.

This is your last chance, thro w down your weapons and we can handle this another way.

You were wrong! All of you were wrong! To turn your backs on the rest of the world. We let the fear of our discovery stop us from doing what is right. No more! I can not stay here with you. I can not rest while he sits on the throne. He is a monster of our own making. I must take the mantle back, I must. I must right these wrongs.

I can not speak for past Kings. But an enemy sits on the throne right now. We both know the power of vibraniurn. If Killmonger gets control of it, who do you think he will come for next?

You want to see us become just like the people you hate so much? Divide and conquer the land as they did?

You have become them. You will destroy the world, Wakanda included.

Stay. I think I know a way you can still fulfill your calling. Please stay.

And that building, and that one over there... This will be the first Wakandan International Outreach Center.

Nakia will oversee the social outreach... And you will spearhead the science and information exchange.

My name is King T'Challa, son of King T'Chaka. I am the sovereign ruler of the Nation of Wakanda and for the first time in our history we will be sharing our knowledge and resources with the outside world. Wakanda will no longer watch from the shadows. We can not, we must not. We will work to be an example of how we as brothers and sisters on this Earth should treat each other. Now more than ever, illusions of division threaten our very e xistence. We all know the truth : more connects us than separates us. In times of crisis, the wise build bridges, while the foolish build barriers. We must find a way to look after one another, as if we were one single tribe.

Panther hurdles through the clouds and throws the spheres toward the cars below . The spheres CHANGE SHAPE into edged discs that we follow through the air as they zip toward . . .

WHAM . The discs mount themselves to hoods of ALL THE VEHICLES , sending a sonic ripple through them , stopping the convoy in its tracks .

The MILITANT LEADER riding shotgun watches as The DRIVER looks around , confused . He tries turning the key to start the truck up again -- nothing . The Militant Leader grabs his AK-47 and climbs out to the front of the truck , he spots the disk mounted to it , and tries pulling it off to no avail . He raises his fist .The militant leader slips down a Night Vision MONOCULAR as the other MILITANTS echo the call and begin to fall in line .

Packed closely together , SEVERAL NIGERIAN WOMEN dressed in hijab sit , waiting . A CARGO TRUCK MILITANT sits amongst the women , RIFLE in hand , next to a YOUNG MILITANT , a child soldier no older than twelve . We find a WOMAN sitting in the back corner , her eyes observing the militants intensely . This is NAKIA ( 30 's , a Wakandan spy ) . The CARGO TRUCK MILITANT stands up and cocks his rifle .He and the Young Militant exit the vehicle as Nakia watches closely .

The pickup 's driver climbs out , cocking a submachine gun and looks into the forest in the wrong direction . Slowly approaching , the militant leader points to SHIFTING FOLIAGE in the direction of Panther . The militants nod and the militant leader covers them while they go off into the grass . The militants move slowly following every sound . They point their guns at the base of a TREE , but it ' s just a stray DOG . The gunmen approach the tree , eyeing around , then look up to find PANTHER stalking his prey from the tree tops .

Nakia climbs out of the truck while the other captive women look on .

ON MILITANT LEADERFROM THE ROAD We hear a faint struggle , then a MILITANT 'S BODY is hurled into the side of the pickup truck as the other militants look on in horror ! The . SO CAL GUNNER and all of the other men in the convoy BLINDLY OPEN FIRE into the trees . Then PANTHER emerges from behind them , flipping into the truck bed and SLASHING clean through the base of the . SO CAL , then taking the gunner out with a single blow .

Slipping behind a MILITANT , Nakia picks up the man 's RIFLE and quickly disassembles it as another MILITANT approaches and using the BARREL like a combat stick , puts him on his back , out cold . She leaps onto a second militant , easily taking him down and striking him in the throat .

The four men do n't see Panther coming and executing a BARRAGE OF PUNCHES AND KICKS , Panther viciously dispatches them . He spots the Young Militant firing at him then SLASHES through a car door , and THROWS THE DOOR at a Militant behind him- taking him out . ON PANTHER In a moment of desperation , the Young Militant rushes out , firing at Panther to no effect . Then , as Panther walks towards him , Nakia dives out , kicking the young militant 's gun from his hand and grabs him in a neck-lock . Swinging around , Nakia kicks Panther in the chest , stopping his momentum . Caught off guard , Panther freezes .Nakia pulls the wrap from the young militant 's face , exposing his pre-teen expression . She removes her own hijab as well . Panther stares at her- for a beat too long . ..Panther and Nakia turn to find NIGERIAN MILITANT # 2 holding a CAPTIVE WOMAN at gunpoint .Behind the militant , an UNSEEN FIGURE creeps out of the bush . The figure stands , revealing herself to be OKOYE . The militant ' s rifle is SUDDENLY CUT IN HALF by Okoye who finishes him with another swipe of her spear .T'Challa removes his helmet , facing Nakia .The news devastates her .Nakia looks at T'Challa deeply . Then turns , catching eyes with one of the NIGERIAN CAPTIVES as Okoye brings them from around the truck .The Nigerian Woman nods .T'Challa loo ks at the Young Militant for a beat before he , Nakia and Okoye disappear through the trees . The Nigerian Women and the Young Militant look up at the sky as the RTF takes off .

I have her! Do n't move, I will shoot! I will shoot her right now!

Carry yourselves home now, and take the boy. Get him to his people.

I came to support you, and to honor your father. But I ca n't stay. It's just... I found my calling out there. I've seen too many in need just to turn a blind eye. I ca n't be happy here knowing that there's people out there who have nothing.

Share what we have. We could provide aid and access to technology and refuge to those who need it... other countries do it, we do it better.

Wakanda is strong enough to help others and protect ourselves at the same time.

Ah, I got into a disagreement with some ivory traders. Made a bit of a mess.

Hey. Look at me. You ca n't let your father' s mistakes define who you are. You get to decide what kind of King you are going to be.

We can not turn over our nation to a man who showed up here only hours ago.

You are the greatest warrior Wakanda has. Help me overthrow him before he becomes too strong.

Okoye is not corning. She and Dora Milaje will serve the new King.

Great Gorilla M'Baku. This is why we are here. To offer this to you. An outsider s i ts on our throne. Only you can help us stop him.

Killmonger has the full support of our military. And he burned the garden of the Heart Shaped Herb.

There is nothing to thank me for. It is our duty to... it was my duty to fight for what I love. I should have --

The RTF comes out of stealth mode and becomes visible as it glides over a mountain range .

T'Challa and Nakia sit close , silently . Nakia reaches out and touches his hand . He looks at her and smiles .Nakia approaches the front of the craft with T'Challa . They look out .

Several BORDER TRIBE SHEPHERDS look over their flocks of sheep and cattle . As the RTF 's shadow passes over the STRAW THATCHED HUTS , SEVERAL CHILDREN run out into the pastures , smiling and waving at the Prince . TWO BORDER TRIBE KIDS ( one boy , one girl ) on horseback overtake them . Their horses hurdle ahead at a breakneck pace . The horse riders pump their fists in the air as the RTF soars over a second mountain range .

Nakia , T'Challa and Okoye regard a BEAUTIFUL RAINFOREST that expands for as far as the eye can see . Okoye dives the pl ane seemingly right into THE TREES . . . when at the last moment it passes through , revealing the forest is a massive hologram and below . . .

A sprawling metropolis with elaborate veins of public transportation running through it at ground level and high arching skyscrapers . The RTF heads for the ROYAL PALACE , a magnificent building at the center of the city and touches down on the landing pad .

RAMONDA ( S0s , Queen Mother of Wakanda ) , and SHURI ( 18 , Princess of Wakanda ) stand on the pad flanked by AYO . Okoye , Nakia and T'Challa exit the RTF and Nakia bows her head .Nakia nods .Ayo nods and walks off with Nakia while Shuri watches closely .Shuri laughs at this .Okoye slams her spear into the ground , signaling the rest of the Dora to follow her off . T'Challa turns to Shuri .Shuri holds out her hand and T'Challa drops the beads into her hand . Shuri heads off .Shuri flips him off .T'Challa smiles at this .Ramonda turns to T'Challa .

How many times to I have to teach you, just because something works, does n't mean that it can not be improved.

Proud... your father and I would talk about this day all the time. He is with us, and it is your time to be King.

Son, we have entertained this charlatan for too long. Reject his request.

Nakia. I do n't like this. The Herb belongs to us. We may be creating a bigger monster with M'Baku.

I call upon the ancestors. I call upon Bast. I am here with my son T'Challa. Heal him. We must bury him.

This corset is really uncomfortable. So could we all just wrap it up and go home?

I have great things to show you, brother. Here are your communication devices for Korea. Unlimited range, also equipped with audio surveillance system.

Check these out. Remote access Kimoyo beads. Updated to interface directly with my sand table.

The real question is what are those? Why do you have your toes out in my lab?

Fully automated, like the old American movie Baba used to watch. And I made them completely sound absorbent.

If you're going to take on Klaue you'll need the best the Design Group has to offer.

Oooh!! The entire suit sits within the teeth of the necklace. Strike it.

The nanites absorb the kinetic energy and hold it in place for redistribution.

Hey, look at your suit! You' ve been taking bullets charging it up with kinetic energy!

Great, another broken white boy for us to fix. This is going to be fun.

In it's raw form, vibranium is too dangerous to be transported at that speed, so I developed a way to temporarily deactivate it.

You are Eric Stevens. An American black operative. A mercenary nicknamed Killmonger. That's who you are.

He will never beat T' Challa. He should have just come to t he first challenge and gotten it over with.

First Baba, and now my brother. Mama, we did n't even get to bury him.

The Black Panther lives. And when he fights for the fate of Wakanda I will be right there beside him.

You were a great pilot. Do n't worry, I'll guide you through it. It's just like riding a hoverbike.

But the stabilizers will deactivate your suit... you wo n't have protection!

When you said you would take me to California for the first time, I thought you meant Coachella, or Disneyland. Why here?

Museum employees congregate outside as tourists and school groups move toward the main entrance .

We see a black man in high-end street wear , around 30 years old . A RING hangs on a gold chain around his neck . This is ERIK KILLMONGER . Killmonger stands dangerously close to the glass containing SEVERAL WEST AFRICAN ARTIFACTS . They range from what looks like iron gardening tools to masks and short range weapons . Flanking the room are TWO SECURITY GUARDS , slight l y unnerved by his presence . We follow the MUSEUM DIRECTOR , a British woman ( mid-40 's ) as she enters and walks up behind Killmonger as he studies t he war masks .Killmonger points at one of the masks .Killmonger points to a MINING TOOL off to the side .She looks at Killmonger like he 's crazy .The Museum Director subtly looks back at the security guards , then makes a face and touches her stomach -- indigestion . Killmonger smiles and leans over , whispering in her ear .The museum director looks at Killmonger in terror as a security guard walks up behind him .The Museum Director suddenly slumps to the floor , clutching her stomach .The security guards quickly rush to the museum director 's aid .Killmonger stands back and looks toward the door .INT . CAFE , BRITISH MUSEUM - MORNINGLINDA , A young black barista , looks on as TWO EMTs push a STRETCHER through the entrance . They head towards the West African Exhibit .Preoccupied with the commotion , her co-worker nods and Linda walks out .

I was just checking out these artifacts. They tell me you're the expert.

It was taken by British soldiers in Benin but it's from Wakanda and it's made out of vibranium. Do n't trip, I'mma take it off your hands for you.

How do you think your ancestors got these? You think they paid a fair price? Or did they take it like they took everything else.

You got all this security watching me ever since I walked in. But, you ai n't checking for what you put in your body.

Hey! Hey somebody get some help! Come here! Call a doctor, please! Hey please, somebody come help!

Medical Emergency right away in the West African Exhibit please. Right away!

Oh I ai n't worried about the money, bro. I know you're good for it.

I'm standing in your house. Serving justice to a man who stole your vibranium and murdered your people. Justice your King could n't deliver.

Y'all sittin' up here comfortable. Must feel good. There's about 2 billion people all over the world that looks like us but their lives are a lot harder, Wakanda has the tools to liberate them all.

Not your own? But did n't life start here, on this continent? So ain' t all people your people?

I found my daddy with Panther claws in his chest. You ai n't the son of a King you're the son of a murderer!

I'm exercising my blood right to challenge for the mantles of King and Black Panther.

Weeks? I do n't need weeks. The whole country ai n't got ta be there I just need him... and somebody to get me out of these chains.

I lived my entire life waiting for this moment. I trained, I lied, I killed, just to get here.

I killed in America, Afghanistan, Iraq. I took life from my own brothers and sisters right here on the continent. And all this death, just so I can kill you.

Is this your King? The Black Panther, who's supposed to lead you into the future.

Well maybe your home is the one that's lost. That's why they ca n't find us.

You know, where I'm from, when black folks started revolutions, they never had the firepower or resources to fight their oppressors. Where was Wakanda? Hmm? Yea all that ends today. We got spies embedded in every nation on Earth. Already in place.

I know how colonizers think. So we're gon na use their own strategy against them. We' re gon na send vibranium weapons out to our War Dogs. They'll arm oppressed people all over the world, so they can finally rise up and kill those in power, and their children and anyone else who takes their side. It' s time they know the truth about us. We're warriors. The world's gon na start over and this time we're on top.

Look at this. A handheld sonic cannon powerful enough to stop a tank. Untraceable by metal detectors, and we got thousands of'em. The world's gon na find out exactly who we are.

All that challenge shit is over with. I'm the King now. ( turns to Kingsguard ) Get those planes in the air! Carry out the mission!

The world took away everything away from me! Everything I ever loved! But I'm gon na make sure we're even.

I'm gon na track down anyone who would even think about being loyal to you, and I'm gon na put they ass in the dirt, right next to Zuri.

My pops said Wakanda was the most beautiful thing he'd ever seen. He promised he was going to show it to me some day. Can you believe that? Kid from Oakland running around believing in fairy tales.

Why? So you can just lock me up? Nah. Just bury me in the ocean, with my ancestors that jumped from the ships...'cause they knew death was better than bondage.

The EMTs rush in , revealing the face of the lead paramedic . .. IT 'S ULYSSES KLAUE ( Afrikaans , S0s . ) Another EMT , LIMBANI , mans the door .Museum-goers quickly bee l ine for the exit as Klaue approaches the guards . Uneasy , the security guards follow Klaue 's instructions only to have KLAUE AND LIMBANI draw silenced pistols and rapidly shoot two of the three dead . Klaue looks at the one remaining .The SECURITY GUARD looks back at him unsure , then takes off . Klaue then aims and shoots the Security Guard in the back . Killmonger looks on at him confused .The LENS on a surveillance camera at the corner of the room looks on .

Hey come here. Come here! It' s ok. You can go, but just do n't tell anyone, alright?

Because it's better to leave the crime scene more spread out... makes us look like amateurs.

Do n't worry. I can do a deal with you all by myself, thank you very much.

I was going to buy a fancy suitcase, but I thought I'd save myself some money.

You know, you really shouldn' t trust the Wakandans. I'm much more your speed.

It's an old mining tool that I made some adjustments to. But I can get you one if you'd like.

It's all a front. Explorers searched for it for centuries. El Dorado : The Golden City. They thought they could find it in South America, but it was in Africa the whole time. A technological marvel. All because it was built on a mound of the most valuable metal known to man- Isipho- they call it. The gift. Vibranium...

It's not just a metal... They sew it into their clothes, it powers their city, their tech, their weapons...

All of it? I took a tiny piece of it. They have a mountain full of it. They've been mining it for thousands of years and still have n't scratched the surface.

KLAUE ( CONT'D ) I'm the only outsider who's seen it, and got out of there alive.

If you do n't believe me you ask your friend what his suit is made of... what his claws are made of...

I sell to the highest bidder. Do n't you worry when I get back to Jo-burg and lay low for a bit, I' ll make sure both you guys get paid.

Drop it, or your little Bonnie and Clyde routine ends today. Put your gun down now!

You can sca r yourself as much as you like. To them, you'll just be an outsider. You're crazy to think that you could walk in there.

MONITORS with feeds from the West African Exhibit show a looped video of patrons enjoying the displays as . . .

Just outside the entrance , Linda exits , wearing plain clothes . She eyes her cellphone SCREEN where the same video plays . The source of the loop .

Klaue looks down at the slumped bodies of the guards . Turns to Killmonger .Klaue removes his glove to reveal a BIONIC PROSTHETIC hand . Klaue walks up to the PROTECTIVE GLASS surrounding a smaller case containing the mining tool and places his hand on it . An invisible charge SHATTERS the glass .Klaue picks up the MINING HAMMER , studying it . The tool does n't look like anything special . Klaue ' s hand SIZZLES BLUE and centuries of MUCK and GRUNGE drop off the hammer revealing that it 's pure vibraniurn . Klaue smells it , and smiles .Klaue waves Lirnbani over with the stretcher to load the hammer inside . He BREAKS the WOODEN HANDLE off the tool , taking only the vibranium head .Lirnbani approaches Killmonger who eyes a third MASK , e xpertly crafted and slightly haunting . He slides th e mask inside the stretcher also .Killmonger lays atop the gurney and Limbani places an oxygen mask over his face .

The fake EMT 's wheel the stretcher out of the exhibit toward the entrance .

Klaue and Limbani load the gurney onto an AMBULANCE and climb in . Killmonger moves towards the front of the truck and gives Linda a kiss before she hits the SIREN and speeds off .

Several incredible BARGES transport congregations from FOUR WAKANDAN TRI BES , ELDERS and their TRIBAL WARRIORS in traditional garb , others in modern Wakandan attire , the DORA MILAJE and KINGSGUARD wi th spears and shields down river .

Okoye stands wi th her second in command , AYO , flanked by a legion of Kingsguard and Dora .

The Dora slam their spears in unison , sonically triggering the massive drains at the top of the waterfall and we PULL BACK to reveal natural seating built into the rocks below .

THE ROYAL TALON FIGHTER flies up to the pool 's edge and T'CHALLA steps off the aircraft , holding a short spear and shield and covered in leopard body paint . The crowd chants .T'Challa bows at Zuri 's feet as the RTF lifts away .

Thousands of Wakandans stand according to tribe , overlooking a challenge pool : the Border Tribe , the Mining Tribe , the Merchant Tribe and the River Tribe . FIVE KINGSGUARD DRUMMERS set up near the challenge pool . Ramonda stands at the edge of the pool with Shuri . Nakia is with the River Tribe , W'KABI ( the leader of the Border Tribe Army ) with the Border Tribe and Okoye with Ayo and the Dora Milaje .

In the water , ZURI ( Now Wakanda 's High Shaman ) , holding the massive SPEAR OF BASHENGA , addresses the arena .The Elders watch as Zuri holds up A CEREMONIAL VESSEL containing a mysterious concoction .Zuri pours the solution into T'Challa 's mouth . T'Challa reacts violently , choking on the red fluid . T'Challa spasms , his veins expanding and his muscles contracting as the poison spreads through him . But soon , he stops shaking and exhales easy . Zuri turns to the audience .The Merchant Tribe Warrior calls out .W'KABI , the head of the Border Tribe calls out .Nakia calls out , representing the River Tribe .The Mining Tribe Warrior calls out . ON SHUR IAs she raises her hand , and a collective gasp is heard amongst the entire gathering .Ramonda pinches her , as the ELDERS groan , and the YOUNG WAKANDANS can be heard laughing . BACK IN THE POOL T'Challa smiles and shakes his head . The sound of WOODEN DRUMS and loud chanting suddenly interrupts . Everyone looks to the mouth of the main CAVE where SIX JABARI WARRIORS and TWO JABARI DRUMMERS file out . Adorned in elaborate wooden armor , the warriors hold large wooden spears that look like javelins . The Kingsguard coil tightly as stunning the CROWD , the Jabari 's imposing leader , M'BAKU , emerges last . ON THE AUDIENCE Where W'Kabi and Nakia unsheathe their weapons and Okoye readies the Dora Milaje . ON SHURI AND RAMONDA Shuri turns to her mother .BACK IN THE POOL Zuri confronts M'Baku .M'Baku points his spear at Shuri , who 's eyes grow large . AYO steps in front of her .Zuri puts the Panther mask on T'Challa . M'Baku grins and places a WOODEN GORILLA MASK over his face . He clenches his fist and calls out for his Jabari soldiers to form a semicircle behind him , pointing their spears at his back . T'Challa lifts his hand and calls out for the Dora , who fall into place behind him , making a perfect CIRCLE OF SPEARS surrounding the fighters . Zuri raises his hand , ill-at-ease .The warriors CLASH , both with great skill . M'Baku with superior strength . T'Challa eludes a salvo of swings , then is driven back by the tip of M'Baku 's spear against his shield . Knocking M'Baku 's spear free , T'Challa is HAMMERED ONTO HIS BACK but instantly springs up to dodge more attacks and counter with TWO FIERCE KICKS . M'Baku spits blood and bangs his chest . The rest of the Jabari warriors RESPOND . T'Challa salutes the crowd and they respond LOUDER ! M'Baku charges at T'Challa , knuckle-walking , and slipping his assault , T'Challa grabs M'Baku 's spear and cartwheels over it to land another KICK . The two continue to battle , BLOCKING and TRADING BLUNT STRIKES , until M'Baku delivers a backhand that KNOCKS T'CHALLA OFF HIS FEET near the Dora 's spears . With the deadly spears at his back , T'Challa blocks COLOSSAL OVERHEAD BLOWS with his shield , then M'BAKU leans with all his strength trying to impale T'Challa on the TIPS . Clubbing M'Baku to his heels , T'Challa rushes forward for an aerial attack only to be met by a VICIOUS KICK to the chest , causing him to LOSE both his shield and spear !Defenseless , T'Challa DODGES SPEAR-SWIPES before M'Baku corrals him into a BEAR HUG and delivers a CRUSHING HEADBUTT . M'Baku LAUGHS through his mask .

I, Zuri, Son of Badu, give to you, Prince T'Challa, the Black Panther!

The Prince will now have the strength of the Black Panther stripped away.

Victory in ritual combat comes by yield or death. If any tribe wishes to put forth a warrior, I now offer a path to the throne.

Is there any member of royal blood who wishes to challenge for the throne?

We have watched and listened from the mountains. We have watched with disgust, as your technological advancements have been overseen by a child who scoffs at tradition.

Who could not even keep his own father safe. Hmm? We will not have it. I said we will not have it!

No powers. No claws. No s pecia l suit, oh! Just a boy, not fit to lead.

Allow the Heart Shaped Herb to restore the powers of the Black Panther and take you to the Ancestral Plane.

Your uncle took a War Dog assignment in America. Your father placed me there to observe unbeknownst to him. Your uncle fell in love with an American woman. They had a child. The hardships he saw there radicalized your uncle.

He knew your father would not support this, so your uncle betrayed us.

The King will now have the strength of the Black Pa nther stripped away.

You can not talk. One more word and I will feed you to my children.

One of our fishermen found him at the edge of the river border. He brought him to me.

I bet you could. But no. I will give no Jabari lives towards your cause.

Us? You are the first King to come here in centuries. And now you speak of us?

From T'Challa 's POV we see Ramonda cheering from the sidelines .

T'Challa finds strength in RAMONDA 'S VOICE . He shakes off the headbutt , stunning M'Baku with a SAVAGE ELBOW to free himself . M'Baku retaliates , GORING T'Challa 's shoulder .ON SHURIBACK IN THE CHALLENGE POOLT'Challa wedges M'Baku ' s spear UNDER HIS FOOT and PULLS M'Baku to the pool , FLIPPING his body into a SERIES OF LEG CHOKES . M'Baku FIGHTS , but ca n't escape .T'Challa TIGHTENS HIS GRIP and M'Baku begins to fade .T'Challa tightens further .M'Baku looks up at the Jabari warriors .M'Baku grudgingly reaches out and TAPS . T'Challa lets him go and is barely able to stand himself as Zuri steps forward . The crowd ERUPTS as struggling to catch his breath , T'Challa proudly lifts his arm .Drums begin to play and people start to dance . T'Challa and Nakia stare into each other 's eyes amidst the celebration as . ..The arena ECHOES THE PHRASE emphatically .

zuri , wearing ceremonial face paint , mixes a Heart Shaped Herb concoction and pours it into T'Challa 's mouth as he lies in a dirt plot in the middle of the room .T'Challa closes his eyes .

We see images of T'Challa and T'Chaka from CA : CW . Father puts a hand to his son ' s face lovingly .

T'Challa , eyes closed , struggles with the memories as he slips into the Ancestral Plane .The children begin burying T'Challa in the red sand .

The explosion from CA : CW kills T'Chaka , and we see T'Challa crawling towards him , then cradling him in his arms .

T'Challa comes out of the dirt . There are stars above . He 's in a VAST GRASSLAND somewhere in Wakanda with wondrous acacia trees . It 's surreal and beautiful . A massive ACACIA TREE stands in front of him . T'Challa sees several YELLOW EYES looking at him and realizes PANTHERS are resting on the branches of the tree . T'Challa approaches . A large panther jumps down , then stands on two feet to reveal it 's T'CHAKA . T'Challa lo oks at his father and immediately pulls him into a hug .T'Challa kneels down before his father , overcome with grief .T'Challa rises , and they begin to walk .

Have you not prepared to be King your whole life? Have you not trained and studied, been by my side?

A man who has not prepared his children for his own death has failed as a father.

You're going to struggle. So you need to surround yourself with people you trust. You're a good man with a good heart. And it's hard for a good man to be King.

T'Challa is aggressively pulled from the dirt by Zuri .T'Challa breathes in deeply , coughing up dirt . His battle wounds have healed .

A bustling futuristic metropolis . T ' Challa and Nakia stroll side by side . FOUR DORA MILAJE shadow them from a distance .T'Challa thinks on this .Nakia thinks for a bit .Nakia gives T'Challa a look .

We are not like these other countries, Nakia. If the world found out what we truly are, and what we possess -- we could lose our way of life.

We TRACK PAST several Border Tribesmen in a field , feeding and watering their pet HORSES and GOATS . Finally we come upon . . . W'Kabi feeding M20 , his MASSIVE PET RHINO by hand . T'Challa stands beside him .W'Kabi laughs .T'Challa shakes his head and crosses in front of W'Kabi .W'Kabi shakes his head .T'Challa thinks on this .Then , both of their Kimoyo beads buzz .Their beads combine to project a display of Okoye .

You let refugees in, they bring their problems with them. And then Wakanda is like everywhere else.

Now, if you said you wanted me and my men to go out there and clean up the world, then I'd be all for it.

My parents were killed when he attacked. Not a day goes by when I do not think about what Klaue took from us, from me.

Take me with you. We'll take him down together side by side, eh?

Then I ask, you kill him where he stands, or you bring him back to us.

Wakanda has survived in the past this way, yes. But the world is changing, General. Elders, it is getting smaller. The outside world is catching up and soon it will be the conquerors, or the conquered. I'd rather be the former.

Yes. Some have been resistant to our new mission. But the War Dogs in London, New York and Hong Kong are standing by.

Slipped? For 30 years your father was in power and did nothing. With you I thought it would be different. But it's more of the same.

An ornate chamber overlooking the Golden City . At the top of a golden pyramid , T ' Challa , W'Kabi , Ramonda and ELDERS from each tribe except the Jabari sit in a circle as Okoye briefs them . W'Kabi and Ramonda flank T'Challa 's throne .There are audible murmurs at the name of Ulysses Klaue .Ramonda looks on , irresolute .EXT/INT . MT . BASHENGA , TOP OF THE HILL - DAYThe Great Mound . Where a meteorite hit , creating a cliff-face on one side and a large hill on the other . A DRAGONFLYER lands outside the WAKANDAN DESIGN GROUP .

T'Challa walks with four Dora , including Ayo . The Dora stop outside Shuri 's Lab . As T'Challa pushes inside , Shuri approaches and bows her head .Shuri laughs and they do a special handshake before walking down the spiral walkway into her sprawling , futuristic lab .

Nexus of technology . Shuri strolls with T'Challa by work tables of high-tech weapons and gadgets .Shuri makes a face at Nakia .Shuri smiles at this and points out small communications devices .She walks him over to another table with WDG disks on them .Curious , T'Chall a notices a pair of SLEEK SHOES .Shuri points at T'Challa 's traditional sandals . T'Challa smiles .T'Challa puts his feet into the shoes , and they lace up instantly , forming a perfect fit .T'Challa stomps his foot down without a sound .T'Challa thinks on this .T'Challa looks at her blankly .Shuri walks T'Challa over to two mannequins . One wears T'Challa 's CURRENT SUIT . The other , just a panther tooth NECKLACE .Shuri points at T'Challa 's current suit .Functional , but old . Eh , people are shooting at me . . . wait let me put on my helmet . . . T'Challa smiles , amused .T'Challa spots a GAUDIER GOLD TOOTH NECKLACE . She notices .Shuri uses her Kimoyo beads to sync the suit to T'Challa .T'Challa does , and without warning , MILLIONS of vibranium laced NANITES spill from the necklace and form a new BLACK PANTHER SUIT around the mannequin .T'Challa turns to the mannequin in a relaxed fighting stance . Shuri nods and T'CHALLA SPIN KICKS the shit out of the mannequin !Shuri picks the mannequin back up and drags it over to the same spot .Shuri shrugs as we see Wakandan Script built into the suit GLOWING INDIGO where the impact of T'Challa 's foot landed . T'Challa looks closely at the glowing script .T'Challa backs up for a kick . Shuri presses record on her Kimoyo . T'Challa sees this and looks at her suspiciously .T'Challa loads up then BOOM ! He kicks the indigo spot and goes flying back across the room , CRASHING INTO A TABLE full of Shuri 's gadgets . Shuri cracks up .

A LEXUS SEDAN drives through the market and pulls into a parking stall next to several expensive looking luxury cars . T ' Challa , Okoye and Nakia climb out of the sedan dressed to kill . A WIG covers Okoye 's tattooed head .Looky - loos stare as Nakia leads them to an ELDERLY WOMAN ( Korean ) , selling fish in front of an alley . Nakia greets her in perfect Korean .Nakia smiles , but the Elderly Woman does n't smile back .An awkward pause , then she smiles . A LARGE KOREAN TOUGH , wearing a black suit emerges from the alley , and motions for the Wakandans to follow him into . .

A small dark room with a A BACK DOOR with a Korean Character on it and TWO MORE KOREAN GOONS guarding each side . They eye our heroes closely . As they step through a large METAL DETECTOR and are WANDED DOWN . The door opens and they pass into ...

They walk out onto the upper balcony of a buzzing , high-class casino . There are a few GAMING TABLES on the balcony level and a bustling pit down below .Okoye heads for the BALCONY VANTAGE POINT while T'Challa and Nakia go down to the FIRST FLOOR .She plays along , alluring .T'Challa and Nakia split up . T'Challa heads for the pit and Nakia walks over to the bar . ON OKOYE

Nakia slips into a seat at the bar and looks around clocking the room .We see Nakia 's POV as she makes out THREE CIA AGENTS on the first floor , spread out under the balcony .Standing over the balcony looking , Okoye spots TWO MORE CIA agents , both with greasy hair . An elegant waitress carries a tray of drinks to a CRAPS TABLE where we find T'Challa . The woman places the drinks down as T'Challa peers across the gambling pit at someone he recognizes and starts that way .T'Challa steps up to another crowded CRAPS TABLE next to EVERETT ROSS , the sixth CIA agent he spotted .Ross plays it cool .Ross places a Pass bet . T'Challa dumps a stack of chips on Do n't Pass . All of the SHOOTER 'S FRIENDS blow on the dice .They watch the dice roll . They land on 3 . The dea l er takes away Ross ' bet , and slides T'Challa 's massive payout over to him .T'Challa walks toward another craps table , leaving the pile of chips behind ( money means nothing to him ) .Ross scratches his brow as a THIRSTY GAMBLER ( Stan Lee ) who was sitting next to T'Challa grabs them . Ross eyes the Thirsty Gambler who shrugs .He slides them all onto the DO N'T PASS bet and Ross walks off in search of T'Challa .T'Challa stands at a ROULETTE TABLE when Ross walks up to him .Ross rolls his eyes .

What I'm doing or not doing on behalf of the US government is of none of your concern. Now, whatever the hell you're up to, do me a favor and stay out of my way.

And did n't I kept it under wraps that the King of a third world country runs around in a bulletproof cat suit. I' d say we were even.

You know what, I think I'll just take these, bring'em over here and hold on for safe keeping.

Ok heads up, the King of Wakanda is here. He can not leave with Klaue.

Alright, vibranium from the attack on Sokovia links back to a person that I'm not actually saying I'm here to make a deal with but that deal will not be called off. When the dust settles you and I can work something out.

Please do n't make me listen to your music. I just meant, you got a lot of people with yo u.

So, this is a big mess, huh? I figured we can go good cop bad cop. I'll talk to him first, then you guys go in --

What? No. Look I like you, a lot. But he's in my custody now. He's not going anywhere. Listen, I'm doing you a favor by letting you even be in here.

I do n't trust anybody, not in this job. But what I am interested in is that arm cannon out there. Where'd you get that?

Why do n't you give me the name of your supplier and I'll ask them.

T'CHALLA? You're telling me that weapon on your arm is from Wakanda?

That's a nice fairy tale but Wakanda is a third world country and you stole all their vibranium.

Your father to l d the UN that Klaue stole all the vibraniurn you had. But now he's telling me you have more?

I do n't think so. Bullet wounds do n't just magically heal overnight.

Obviously... but I've never seen it this efficient. The light panels, what are they?

Eric Stevens. Graduated Annapolis age 19. MIT for grad school. Joined the SEALs and went to Afghanistan where he racked up confirmed kills like it was a video game. They started calling him Killmonger. He joined a JSOC ghost unit.

Now these guys are serious. They will drop off the grid so they can commit assassinations and take down governments.

That's what he was trained to do. His unit used to work with the CIA to destabilize foreign countries.

They would always strike at transitions of power... like an election year or the death of a monarch. You get control of government, the military

Shuri! The last cargo ship is almost at the border, but they've got me trapped with some kind of cables.

SEVERAL BLACK 4RUNNERS pull up in front of the Korean Woman and a platoon of EIGHT SOUTH AFRICAN TOUGHS dressed in suits hop out of the trucks protecting Klaue . Klaue winks at the Korean Woman as he wal ks past her . She smiles back and nods to the TOUGH behind her .

Klaue and his men walk through the metal detector , and EVERY SINGLE ONE OF THEM LIGHTS IT UP . The TOUGHS watch as they go throug h .

Klaue and his eight man entourage confidently stream inside the casino , spreading out across the balcony , gaining every va ntage poin t . ON ROSS AND T'CHALLA At a stalemate . Then . . .Ross looks to the entrance and immediately moves away from T'Challa . T'Challa watches Ross approach a third CRAPS TABLE . T ' C halla turns his back to avoid being seen .ON NAKIA Who changes position from the bar to the CRAPS TABLE where T'Challa was initially standing .ON OKOYE As TWO OF KLAUE ' S TOUGHS post up on either side of her on the balcony . She tries to play it cool as they look around at the patrons s uspiciously . ON KLAUEKlaue spots Ross and smiles as he heads down the stairs flanked by a couple of his TOUGHS .

Ross keeps his cool as Klaue approaches .Klaue cuts Ross a look .Shocked , Ross is unsure if Klaue is serious .Klaue turns to one of his goons .The SOUTH AFRICAN TOUGH reaches into his pocket for his phone .Klaue laughs at this .He rubs Ross on the shoulder , hard , and for way too long . As several more SOUTH AFRICAN TOUGHS come pouring out of the VIP lounges .Klaue is still rubbing Ross ' shoulder .A CIA AGENT walks a FANCY SLIM BRIEFCASE towards Ross . ON NAKIAON T'CHALLABACK IN THE PIT Ross eyes Klaue as the CIA agent brings him the briefcase .Klaue looks around , and reaches into his pants and pulls out a wrinkled , sweaty paper bag , with `` FRAGILE '' written on it with a sharpie . Ross looks at the bag . ON NAKIANakia continues towards the CIA agent . ON OKOYEA South African Tough hears her , and turns towards her . ON OKOYEOkoye pretends she does n't hear him .Okoye starts for the stairs when ANOTHER TOUGH moves to cut her off . Okoye slows down and the TOUGH trailing behind her reaches out to grab her hand and turn her around . As soon as the goon touches Okoye , she TWISTS him into an ARM- BAR , throws her purse at the OTHER TOUGH and extends her spear , stabbing the OTHER TOUGH in the foot . She then throws her WIG into the ARM BAR TOUGH 's face , and hurls him over the railing .Klaue spins toward the commotion as . .. Klaue looks back to Ross and spots T'Challa . Producing a HANDGUN from his waist , Klaue opens fire on Ross and the CIA agent . Ross uses the SLIM SUITCASE as a shield as he ducks down below the craps table and . . . T'Challa leaps to action , KICKING and FLIPPING THE TABLE on its edge to block GUNFIRE from Klaue 's other toughs . With bullets flying everywhere . .. PANICKED PEOPLE run for their lives . It 's CHAOS . Surrounded by TOUGHS , Klaue retreats for the stairs .EVERY ONE OF KLAUE 'S TOUGHS unload , raining shells on the overturned craps table with Ross and T'Challa behind it . The TOUGHS move in only to have T'Challa leap from the table , staying low to FOOTSWEEP one onto his back . T'Challa kicks him back then disarms another TOUGH and kicks him into the bar . T'Challa then spins and kicks the next TOUGH over the roulette table and through the bar railing . Nakia grabs a goon in an ARM TWIST trying to relieve him of his gun . She takes off one shoe and knocks out another approaching gun . Swings the arm twisted goon to the floor , knocks him out , taking his gun and shooting up towards the balcony where Okoye is fighting . ON OKOYE Okoye BATTLES TWO TOUGHS with her full-length spear , dropping both with proficiency . She kicks the gun away from one , fights another with her spear , then kicks a TOUGH over the rail . Okoye JUMPS down to the casino floor and stabs a goon on her way down , tucks and rolls . Okoye takes out a TOUGH with her spear . Nakia flips a TOUGH over her back . T'Challa sends a TOUGH and table flying . Beats down two more TOUGHS , he turns for more . T'Challa spots Klaue nearing the entrance and breaking away from the fight , LEAPS HALF WAY UP onto a column , bounds off to the UPPER BALCONY

The arm-bar tough CRASHES DOWN onto a gaming table behind Klaue and startled patrons, scramble in every direction.

T'Challa lands 10 feet behind Klaue .Klaue stops and turns around to face T'Challa . He tries to fire his gun but discovers he ' s out of ammo . Klaue smiles , dropping his gun and puts his hands up -- as KLAUE 'S PROSTHETIC LEFT ARM suddenly splits open , revealing itself to be a SONIC DISRUPTER !T'Challa snatches up a ROLLING CHANGE CART TABLE just as Klaue fires the blaster at him . BOOOOM ! ! ! A COLOSSAL SONIC BLAST hits the cart , blowing it to pieces and sending T'Challa FLYING THROUGH THE UPPER BALCONY RAILING back down into the pit . With money FLOATING in the air , T'Challa lands hard .ON NAKIA AND OKOYE Nakia and Okoye make their way to the top of the stairs as .

Klaue and FOUR TOUGHS exit with Nakia and Okoye giving chase .Klaue jumps in the first of FOUR IDLING 4RUNNERS . The convoy instantly skids away as . .. Nakia and Okoye emerge . Okoye throws an EMP bead from her pocket and it lands on a parked LEXUS LC .Nakia starts the car and Okoye climbs in . T'Challa sprints out of casino .

Shuri stands in front of a rectangular VIBRANIUM CASING that lowers . The SAND inside FORMS into the Lexus LC 's cockpit .We see a three-dimensional HOLOGRAM VIEW from inside the Lexus LC 's cockpit appear as Shuri climbs in .

PANTHER SPRINTS AFTER THE CARS AS NANITES SCRAMBLE FROM HIS NECKLACE , COVERING HIS ENTIRE BODY , FORMING HIS NEW MASK OVER HIS FACE . . . Black Panther . Panther continues running as the LEXUS pulls up behind him , at the last second he single-leg flips and lands on the hood of the Lexus LC , digging his HAND and BOOT claws into the hood as it SCREAMS OFF .

The 4RUNNERS cross through one intersection at speed , then make a hard right at the next INTERSECTION . Nakia remains on them as at the far end of the street we see PANTHER 'S LEXUS LC join the chase . The CONVOY makes a right at a `` T '' and races down a TWO LANE STREET toward a split in the road .

The FIRST ( Klaue ) and THIRD 4RUNNERS continue on the two lane street with NAKIA ' S LEXUS SEDAN on their tail .I NT . KLAUE 'S 4RUNNER , BUSAN STREETS - NIGHTKlaue picks up his radio .

While the SECOND and FOURTH SUV skid left down a SINGLE LANE ROAD followed closely by . ..

A skilled driver , Shuri shifts gears , darting left , in behind the trucks with Panther anchored atop .

With the LEXUS LC closing in , the SECOND and FOURTH 4RUNNERS make a right turn , dropping down a STEEP HILL . Panther chases the SUV 's off the hill . The lead SUV collides with a car in crossing traffic .

Panther uses his claws to make a sharp turn and avoid the wreck .

Panther catches up with the Rear SUV , he takes fire and leaps on the roof of the SUV . Panther rips the SUV roof open . The scared driver leaps out of the car , causing the SUV to collide with parked cars , `` Sidewinder '' . Shuri runs over the escaped driver on accident .

Panther leaps back onto the hood of the Lexus and they speed off .

Klaue looks back as Nakia closes in . The driver f l oors it as a GUNMAN in the THIRD SUV opens fire on Nakia 's Lexus . The bullets carom off the hood .

Okoye slides out the passenger window and climbs onto the roof , stabbing her short spear into the top of the vehicle as a handle , her dress blowing in the wind .Nakia drops back and weaves through traffic as Okoye , engages her SPEAR MECHANISM , then steadies herself and let 's her long spear fly , launching the weapon like a javelin .

The SPEAR rockets through the REAR AND FRONT WINDOW of the truck , SPIKING THE GROUND and bringing the SUV to a stop with the force of a head on collision !

The SECOND and FOURTH SUV $ tear from the hills onto the DIAMOND BRIDGE with Panther 's Lexus right behind them . Closing in , Panther takes HEAVY GUNFIRE .

Speeding through BUSY BRIDGE TRAFFIC , Panther surfs the roof of the BULLET RIDDLED LC .Panther looks down at the GLOWING GLYPHS of kinetic energy built into his suit as . ..

The LC accelerates ahead , closing in on the SECOND SUV , but just as Panther is about to look inside , a passing TRACTOR- TRAILER BLOCKS his view . The 4Runner loses sight of Panther as he LEAPS TO THE TRAILER , bounding across the top of the big rig separating the Lexus and the 4Runner .

Klaue ' s gunmen search furiously for Panther as the Lexus LC suddenly cuts in front of them , without Panther on to p .Then out of nowhere , PANTHER LANDS HARD on the hood of the SUV . Looking inside , Panther does n't see Klaue and launches off the 4Runner , distributing the kinetic energy from his suit with IMMENSE CONCUSSIVE FORCE , causing both TRUCKS TO CRASH and FLIP down the bridge .

Shuri swerves the Lexus , skillfully catching Panther on the roof again as . ..

Nakia 's Lexus sedan trails Klaue 's 4Runner . • . both going airborne over hilltops .

As the SUV catches air over a rise in the road , Klaue slides his body out of the truck .Sitting on the windowsill , Klaue aims his SONIC DISRUPTER .

Nakia is locked in and Okoye prepares to throw her SPEAR again but they suddenly LOSE SIGHT of Klaue as the Lexus hits the rise .

The SUV LANDS HARD on the downside of the hill . Klaue , still at speed , steadies his disrupter and as NAKIA 'S LEXUS appears in MID-AIR over the rise , he FIRES .

Klaue 's SONIC SHOT hits the Lexus sedan head on and DISMANTLES IT , piece by piece to its studs . . . SENDING NAKIA AND OKOYE FLYING . ON OKOYE As she twists through the air , her feet remain planted on a shredded piece of the cars ' roof . She l ands on her feet , speed-skating to a stop . ON NAKIA Nakia skids up next to Okoye on the driver 's seat , still buckled in .

Ross pulls up in a SUBURBAN and stops in front of Nakia and Okoye .

We see KLAUE ' S 4RUNNER racing across the Centum City Bridge . .. the Diamond Bridge can be seen in the background .

Klaue is back inside the SUV as it WEAVES through traffic . Then , we spot a rapidly closing LEXUS LC WITH PANTHER on the roof .

Klaue ' s 4Runner and Panther 's LC make left turns , booking down a short road , then make quick rights .

The 4Runner barrels along a brightly lit TWO LANE ROAD with the Lexus LC chasing .

Unnerved seeing Panther closing in , Klaue slides his body back out to the SUV 's windowsill as his driver makes a sharp right onto a WIDER AVENUE .

Determined , Shuri rounds the turn , focused . The DIGITAL DASH shows 115 mph and climbing . But , hanging out of the truck , Kla ue fires a MASSIVE SONIC BLAST that Shuri ca n't evade .And . .. HIT . .. t he LEXUS LC SUDDENLY GOES TO PI ECES . . . whole parts and panelling to a million fragments .

Shuri ' s driver seat EXPLODES INTO A TRILLION GRAINS OF SAND and she hits the floor .

But PANTHER . .. launches himself out of the DISASSEMBLING CAR to ward a BUILDING and in fo ur strides a l ong the side of the structure , he LEAPS OFF at KLAUE ' S 4RUNNER .

Klaue 's driver spots PANTHER FLYING AT THEM and tries to swerve , but Panther LATCHES to the side of the SUV and DIGS IN with his claws . Panther GRABS THE RIM of the front tire and STOPS THE WHEEL dead in its tracks ! The lug nuts SHEAR OFF from the force and Panther discards the tire , causing the truck 's nose to CRASH DOWN , skidding across the street with SPARKS FLYING . Panther ROLLS clear as the 4RUNNER HITS the curb , FLIPS OVER to its roof and SLIDES TO A STOP in the middle of a busy outdoor cafe as its PATRONS scramble .

With the SUV upside-down and customers looking on , Panther approaches to find Klaue struggling to climb out of his window .Klaue slowly gets to his feet and tries to level his disrupter but running up , Panther evades the BLAST and is only nic ked on the shoulder . Panther grabs Klaue 's arm , CLAWING into the sonic disrupter and COMPLETELY PULLS IT OFF .Klaue laughs .T'Challa grabs him by the throat and slams him into the SUV .Seething , Panther exposes his claws prepared to strike .T'Challa turns to find Okoye and Nakia getting out of Ross ' Suburban .The pier has crowded with Koreans RECORDING them on cellphones as SIRENS can be heard in the distance .T'Challa eyes around . He has little choice and nods .

SOUTH KOREAN EMPLOYEES busily work at desks . Nakia is among them , watching the passing cars . Guard duty .

Agents and CIA analysts move about . On the table sits KLAUE 'S PROSTHETIC WEAPON and THE VIBRANIUM sitting atop the paper bag .

Klaue , strapped to a chair , makes faces at the two way glass .

Okoye turns to T'Challa .T'Challa turns to Ross .Ross stares at T'Challa for a beat .Ross reaches out and touches T'Challa . Okoye steps in .Ross looks at Okoye , sensing the thinly veiled threat . He looks to T'Challa .Ross and Okoye eye each other for a long beat .T'Challa puts his hand on Ross 's shoulder .Ross walks through the door , closing it behind him .

Strapped to his chair , Klaue sings .Klaue nods .Ross stops as we notice a MICRO AUDIO BUG on his shoulder that T'Challa planted before he entered the room .

Klaue can barely contain himself .Ross looks back at the two way glass , then heads towards the door .

ROSS exits the interrogation room and approaches T'Challa and Okoye .

Lirnbani drives wi th Linda in the passe nger seat . Attached to the dashboard is a GPS TRACKING TABLET DEVICE with a blinking BEACON ( Klaue 's prosthetic ) inside the travel agency . We also see everyone 's HEAT SIGNATURE , including Klaue seated alone .

Through the FRONT WINDOW , Nakia watches a PAINT TRUCK pass the building that does n't seem right .

The truck pulls to a stop at the rear of the building . Killmonger emerges from the back of the truck with an ASSAULT RIFLE with a GRENADE LAUNCHER ATTACHMENT .

On a computer monitor , we see SECURITY CAMERA FEEDS from outside the black site . Nakia wanders past the desk , eyeing over a travel agency employee 's ( CIA Agent ) shoulder and freezes . SECURITY CAMERA FEED the alley is empty , but there is a VISIBLE GLITCH in the footage .He points in the direction of the interrogation room .

Killmonger slips on the AFRICAN MASK from the British Museum , then carries a DAISY-CHAIN OF EXPLOSIVES toward the building . He sets the CHARGES against the outer wall of Klaue ' s room and fearlessly leans against the structure next to the charges , he holds a detonator in his hand as Linda and Limbani lean against the wall next to him .

Then suddenly . . . Nakia SLAMS through the door . CIA AGENTS draw their weapons . Nakia is unfazed .

Then . .. BOOM ! THE CHARGES BLOW • . . carving a hole in the wall .

Killmonger suddenly spins inside , laying down cover fire , RIDDLING THE DOORWAY WITH BULLETS and SHATTERING THE TWO-WAY GLASS .

Besieged with automatic GUNFIRE , everybody DUCKS down . On instinct , Ross shoves Nakia to the floor , taking a round to the back , saving her while . .. T'Challa 's SUIT FORMS and he shields a CIA Agent . Okoye dives clear of the doorway and the other agents scramble out into the travel agency for cover .

Linda and Lirnbani GRAB KLAUE carrying his entire chair with him still strapped to it as . .. Edging back toward the breach , Killmonger throws a live GRENADE through the shattered two-way window into the black site office .

Panther instantly dives on the grenade and it EXPLODES , doing no damage to him or the room , but lights up his entire suit . Panther bounds back to his feet to give chase as . ..

Klaue cackles maniacally being loaded into the paint truck by Linda and Lirnbani .Killmonger continues to FIRE as Lirnbani and Linda hop in and begin to pull off . Walking backward after the truck , Killmonger swings the RPG up to his shoulder as Panther emerges . The truck turns out of the alley as Killmonger aims . Panther charges at Killmonger and he FIRES ! Taking the ROCKET head on , Panther is ENGULFED IN THE MASSIVE IMPACT and blown backward . Panther 's suit is lit to the max with kinetic energy as he labors back to his feet , he spots the RING dangling around Killmonger 's neck on his gold chain . ( It ' s identical to the ring T'Challa inherited from T'Chaka in CA : CW . ) .Panther turns to find Okoye .

Panther and Okoye enter discovering agents and Nakia hovering around Ross on the floor . The receptionist ( also an agent ) applies pressure to his gunshot wound as a MALE CIA AGENT checks his pulse . Shaken , Nakia looks to Panther .Gravely wounded , Ross is barely conscious .T'Challa looks at Nakia and motions towards her Kimoyo bead . She pulls one off and hands it to him . T'Challa inserts it into Ross ' wound .The agents stare at Panther and his glowing high-tech suit .

Okoye is at the helm with Nakia standing next to her . Neither can believe Ross is on board . Further back in the aircraft , we find Ross ' unconscious body . T'Challa looms nearby , lost in thought .T'Challa stiffens . Okoye has gone a little too far . Torn , Nakia stares off , thinking about the Nigerian women they did n't bring back to Wakanda and her culpability in Ross ' injury .

Shuri covertly leads T'Challa, Okoye and Nakia inside, carrying Ross' s body on a Maglev stretcher. She turns to T'Challa.

Ros s is placed on a table surrounded by futuri s tic medical equipment . As Shuri works on him .The security alarm on Shuri 's Kimoyo bead GOES OFF .Shuri , Nakia and Okoye quickly hide . T'Challa hurries up the ramp . Hoping for good news , W ' Kabi approaches T'Challa .T'Challa 's eyes lower regretfully .Deeply disappointed , W'Kabi ca n't muster words . He looks at T'Challa and wal ks out .

An airplane graveyard . The paint truck pulls to a stop on the airstrip . Killmonger , Klaue , Limbani and Linda hop out , and hump their gear to a FOUR- SEATER ESCAPE PLANE parked on the airstrip .Klaue smiles .Killmonger suddenly draws a HANDGUN and SHOOTS LIMBANI DEAD . Reacting to the shot , Klaue crowds Linda with a skilled GRAPPLING MOVE and snatches her gun away before she can fire on him . Killmonger finds Klaue holding Linda 's gun to her head , using her as his shield .Killmonger fires without hesitation . The BULLET TRAVELS THROUGH Linda , ki lli ng her while Klaue dives behind the plane , WOUNDED IN THE SHOULDER from the round . Killmonger moves to finish Klaue but he 's gone . Following Klaue 's blood trail , Killmonger STALKS Klaue through the SCRAPYARD . Klaue fires at Killmonger , missing . Killmonger stops and turns , ducking between planes . Killmonger spots Klaue THROUGH THE GLASS of a cockpit window and FIRES . Sniped through the window with precision , Klaue falls , losing Linda 's gun . Killmonger approaches and Klaue rolls to his back to face him .Klaue shows his BRANDED neck .Killmonger rolls up his sleeve , uncovering SEVERAL AFRICAN SCARIFICATION MARKS on his forearm .Killmonger flips the inside of his bottom lip , revealing a glowing Wakandan TATTOO . Klaue ca n't believe his eyes .Klaue starts laughing , hard . Killmonger aims and pulls the trigger at point blank range .

T'Challa enters to find Zuri tending to the garden . He looks around to the other Shamans .They immediately head out . zuri turns to T'Challa .Zuri turns back and T'Challa lifts his hand , showing his VIBRANIUM RING from CA : CW . Zuri turns away uncomfortable .Zuri looks up .

N'JOBU makes his plea to YOUNG T'CHAKA , picking up where we left off in the Oakland sequence .

Young T'Chaka turns to N'Jobu .N'Jobu reaches into his waistband and pulls a HANDGUN , aiming it at James/Young Zuri 's head , freezing him .Young T'Chaka pops his claws . He quickly springs forward , digging his CLAWS into the slide and destroying it , before he can pull the trigger . He then buries his CLAWS into N'Jobu 's chest , killing him instantly . He lets N'Jobu 's body drop to the floor , and closes his eyes .

Young Zuri looks at Young T'Chaka with tears welling up in his eyes .

One of the young kids playing basketball , who is now revealed to be YOUNG KILLMONGER stands looking up at the sky where the mysterious lights flickered .

Gutted , T'Challa ca n't reconcile what he 's just heard . He turns his back on Zuri .

Dragging a LARGE BAG , Killmonger approaches . In the distance , we see the four-seater plane . W'Kabi approaches as Killmonger drops the bag .Killmonger opens his bag , revealing KLAUE 'S CORPSE . W'Kabi 's eyes widen , and his men draw their swords .

Ross suddenly opens his eyes and reaches for his gunshot wound finding it astonishingly almost fully healed . Shuri tinkers with the circuitry of a PAIR OF MASSIVE CLAWED VIBRANIUM GAUNTLETS across the room as Ross sits up .Startled , Shuri spins .Groggy , Ross gazes around at the completely unique technology .Leery , Shuri watches Ross wander about out of the corner of her eye . He walks over to the observation deck and gazes in awe at the exposed GLOWING ROCKS inside of the VIBRANIUM MINE . Suddenly an AUTOMATED MINING CART whips between light panels , floating above a rail .Ross tries to process this as a 3D PROJECTION OF OKOYE unexpectedly forms .Ross , amazed , tries to touch the sand projection .An IMAGE OF KILLMONGER from the border appears on Shuri 's monitor . Then . . . Ross slowly walks into sight , staring at the screen .

W'Kabi is transporting him as we speak to the pa l ace. We need to find your brother.

T'Challa and Nakia gaze out off the side of a beautiful overlook .They share a look as T'Challa 's Kimoyo beads buzz .T'Challa and Nakia look at each othe r .

T'Challa , Shuri and Nakia listen as Ross briefs them on Killmonger . A BODY SCAN IMAGE of Killmonger is on Shuri 's monitor .T'CHALLA and Shuri share a look .

T'Challa sits on his throne surrounded by the Tribal Elders , Ramonda , Shuri , Okoye , and the Dora .Killmonger is escorted in by W'Kabi . W'Kabi tensely steps next to T'Challa as Killmonger takes his place before the circle .T'Challa walks close enough to Killmonger to be able to whisper to him .The entire room scoffs at this . Some ELDERS even hold their heads back and laugh .The elders murmur at Killmonger 's disrespect . They wait to see how T'Challa will respond . Then , Ramonda suddenly speaks .Killmonger eyes the Elders with an amused grin .A hush falls over the room . The tribal elders knew N'Jobu . This changes EVERYTHING .W'Kabi produces Killmonger 's GOLD NECKLACE and RING . Holding it up for everyone to see .Utter silence as all eyes turn to T'Challa . T'Challa desperately wants to refuse but knows that is n't possible .W'Kabi looks at T'Challa closely .

T'Challa and Killmonger stand opposite one another . Killmonger SNAPS OFF a spear ' s shaft with his foot and holds a SWORD to go with the SPEARHEAD . The Tribal Elders , W'Kabi , and the Dora look on from their respective places . Shuri watches with Ramonda , but the stands are entirely empty . ON SHURI AND RAMONDARamonda looks concerned . She ' s not so sure .

Zuri brings T'Challa the DEATH HERB and he repeats the process , poisoning T'Challa while Killmonger stares on silently .Staring T'Challa down , Killmonger suddenly turns to Zuri . They recognize each other . Zuri looks away ashamed . IN THE SEATING AREA Nakia arrives through a tunnel and wal ks up to Okoye , who turns to her .IN THE CHALLENGE POOL T'CHALLA holds his short spear and shield . He stares at his cousin .Killmonger slams his blades into the stone .He takes off his vest and tears at his shirt , revealing the SCARIFICATION MARKS that go up his arm and across his entire back . They number in the hundreds .T'Challa looks to Zuri and nods .Killmonger tears forward with expert knife work and T'Challa with skilled defense . T'Challa PARRIES several strikes , countering with a LEG TAKE- DOWN but hesitates with his sword and does n't strike as they roll toward the edge of the waterfall . Back on their feet , they circle , and Killmonger lunges at T'Challa who dodges . T'Challa manages to knock Killmonger off his feet , gaining the advantage .Killrnonger FEROCIOUSLY BOBS INSIDE , but T'Challa lunges at Killrnonger , giving him a superficial SLASH ACROSS his cheek . Fueled by rage , Killmonger begins to overpower T'Challa . He slices T'Challa ' s thigh . ON SHURIIN THE CHALLENGE POOL Wielding both blades , Killmonger slashes deep across T'Challa 's stomach , then spins , CUTTING deep into his bicep . Hurt , T'Challa realizes his compassion was a mistake and he must fight back but blood leaks from his side . Killmonger dodges T'Challa ' s next attack . Stumbling , T'Challa is unable to avoid Killmonger 's BLADE BEING THRUST into his ribs . The elders gasp as Ramonda looks away and Shuri just stares .

Killmonger snatches the knife out . T'Challa can barely stand . Killmonger punches him . ON NAKIAIN THE CHALLENGE POOLHe continues to PUNCH T'CHALLA REPEATEDLY until he topples over .Killmonger walks swiftly toward T'Challa to deliver his deathblow . . . only to have a guilt-ridden Zuri STOP HIM with his SPEAR , knocking his blade away .IN THE STANDSIN THE CHALLENGE POOLRegrouping , Killrnonger grabs Zuri 's spear . T'Challa labors to get up but ca n't .Killmonger skewers Zuri with his spear . Killmonger drives the spear in further and GRABBING THE BLADE with both hands in death , Zuri falls with it to the shallow water as T'Challa watches in utter torment .Fueled by rage , T'Challa lifts back up to his feet . He charges Killmonger , who ducks his attacks , while talking to the audience .T'Challa swings his spear , Killmonger ducks .ON SHURI , NAKIA , OKOYE AND AYONakia looks on , trying to hide her tears with Okoye and Ayo .IN THE CHALLENGE POOLKillmonger ducks another attack from T'Challa and scoops him onto his shoulders .

Killmonger walks to the edge of the challenge pool . ON NAKIA AND RAMONDAIN THE CHALLENGE POOL Killmonger heaves T'Challa off the waterfall . Staggered , everyone watches T'Challa DISAPPEAR BELOW to his death . Ramonda screams .ON NAKIA Nakia shuttles Shuri and Ramonda into the caves while Okoye stays behind .IN THE CHALLENGE POOL Staggered , the new Shaman gives him the Panther necklace . Everyone slowly salutes Killmonger .

The room seems empty until we come upon Okoye grieving alone . After a moment , the door opens and Okoye quickly wipes her eyes . Pulling it together , she stands as Nakia approaches . The two women silently take each other in , sharing in their sorrow .Nakia nods .Okoye quiets .Okoye stares at Nakia in disbelief .Nakia takes off .

Ross walks around the office , admiring masks on the wall . He looks around as the door unlocks to Nakia , holding several blankets . Ross realizes something is wrong .Nakia tosses the blanket to Ross .Ross 's heart sinks as . . .

Killmonger enters and a Shaman guides him to a dirt plot where they begin to bury him .

Shuri and Ramonda , wrapped in blankets as a disguise , sit on a log surrounded by a THICKET OF TREES . Grief stricken , they hold each other closely .Ramonda does n't have an answer . The women hear a rustle in the trees , Ramonda moves to protect Shuri , holding ONE OF NAKIA 'S RINGBLADES as Nakia and Ross emerge from the foliage . Ramonda eyes Ross .Ramonda studies Ross , then looks to Nakia .Nakia turns and heads into an even thicker BATCH OF FOLIAGE .

A SHAMAN scoops water into the Heart Shaped Herb ceremonial vessel and grinds it . Killrnonger opens his mouth and she pours the solution in as his eyes slowly close .

Allow the Heart Shaped Herb to give you the powers of the Black Panther and take you to the Ancestral Plane.

We see the kids gazing up as an AIRCRAFT WITH STRANGE LIGHTS rises into the sky and speeds off . Young Killrnonger runs into the apartment complex .

YOUNG KILLMONGER enters to find N'Jobu 's dead body on the floor . He runs over to his dad , cradling him in his arms , sobbing .

Adult Killmonger enters his childhood apartment and sees the place where his father died . He walks over to the WALL HIDE and digs out a METAL STASH BOX . He breaks open the box and inside finds N'JOBU 'S JOURNAL , cash and a pistol . Opening the diary , he finds details of Wakandan history and life , including drawings . He finds his father 's RING on a necklace and puts it on . Then , Killmonger looks up and N'JOBU is sitting across from him alive .Killmonger is now replaced by his younger self .Young Killmonger flips down his lip , touching his Wakandan tattoo .N'JOBU doesn ' t have an answer for this .N'Jobu 's gaze darkens with regret .Young Killmonger has now been replaced by adult Killmonger , who sheds a tear .N'Jobu stares at his son , heartbroken .

Killmonger 's eyes open - a new man . Powerful . And ready to conquer the world . He gasps for air . As he climbs to his feet encircled by Kingsguard and shamans .

Nakia drops through a hole into the warren of tunnels , emerging in the . ..

Reveling in the power of the Heart Shaped Herb , Killmonger walks toward a dirt plot filled with the HEART SHAPED HERBS . The shamans trail behind him .The shaman nods .Alarmed , the shamans do n't move , hoping Killmonger does n't mean it . .. but he does .Killmonger smiles , the n quick l y grabs the Shaman by the throat .He lets her go as she gasps for air . Shell-shocked , the shamans move into action . ON NAKIA Nakia digs out a flawless Heart Shaped Herb and in an instant darts back for the catacombs , glancing back at Killmonger from the shadows .

Kill monger stands in front of the dirt plots as the herb garden is engulfed in FLAMES around him .

Every Elder , the Border Tribe military leaders , including W'Kabi , the Kingsguard leaders , Okoye , and the Dora prepare for a council meeting . Killmonger strolls in , wearing the new gold panther necklace .Killmonger stands and walks looking each of them in the eye .Killmonger sits .Okoye looks to W'Kabi .W'Kabi salutes while Okoye looks on .

Nakia leads Shuri , Ramonda and Ross through the bitter wind and harsh conditions .Ramonda stops in her tracks .They keep walking . Suddenly , they are surrounded by MEMBERS OF THE JABARI ARMY .

M'Baku stares down from his throne at Nakia , Ramonda and Shuri . He glowers at Ross for a long beat , unnerving everyone , before finally turning to Ramonda .This irks Shuri .M'Baku drowns out Ross ' voice with loud barks . The surrounding Jabari follow suit .Ross looks petrified until M'Baku winks at Ramonda .Stepping in , Nakia pulls out the HEART SHAPED HERB .M'Baku considers . His ego stroked . But . . .

M'Baku leads Nakia , Ross , Ramonda and Shuri to JABARI HEALERS working on T'Challa in a small hut in the snow .

A tough weathered JABARI FISHERMAN walks along a frigid river with his YAK .The yak pulls a wooden sleigh carrying T'Challa 's body , toward Jabariland .

M'Baku , Ramonda , Nakia , Ross , and Shuri remain standing over T'Challa in the snow .Ramonda takes the herb from Nakia and pushes past M'Baku who looks on .Resigned , Shuri and Nakia watch closely sitting down next to her as Ramonda performs the ritual on T'Challa , pouring the solution in his mouth , while praying in Xhosa , then scooping the snow atop his body .

T'Chaka beckons T'Challa toward several other black panthers and people in the distance .He looks at his ancestors .T'Chaka looks back at him .T'Chaka looks at his son , his disappointment giving way to a proud smile .

T'Challa suddenly awakens and is pulled from the snow by Ramonda unsure where he is .They embrace . T'Challa turns to see Nakia and Shuri as well . The four of them embrace as M'Baku looks on .

Our entire team of heroes : T'Challa , Nakia , Shuri , Ramonda , Ross talk .The T'Challa turns to Ross .T ' Challa turns to Nakia .Shuri pulls T'Challa 's PANTHER TOOTH NECKLACE from her pocket and places it on his neck . T'Challa smiles .T'Challa smiles he looks to Nakia and Ramonda who looks back at him with confidence .The Wakandans cut Ross a lookThe Wakandans smile at Ross as M'Baku interrupts .Everyone exits and M'Baku gazes at T'Challa .M'Baku sits .T'CHALLA walks out , leaving M'Baku to think .

A train car carrying carts full of vibranium moves across the ground , it then takes a turn up the sides and up to the surface out to -- -

Where several BORDER TRIBE WARRIORS and KINGSGUARD load the cargo onto the bottom of a TALON FIGHTER . The Dora Milaje keep watch in the distance . Killmonger , dressed in casual clothes , his gold panther toothed necklace exposed . With W'Kabi and Okoye flanking him , he walks around watching impatiently as cargo is revealed to be being loaded up onto an entire FLEET of WAKANDAN AIRCRAFT .Killmonger picks up a Kingsguard spear .Across from them , a TALON FIGHTER takes off , loaded with cargo . Killmonger watches , then turns to W'Kabi . As they smile the talon fighter EXPLODES in the air above them , startling Killmonger , W'Kabi , Okoye and the remaining Wakandans . They watch in shock as the debris rains down from the sky . Killmonger looks closely , trying to make something out .

Killmonger , Okoye , and W'Kabi line up at the lip of the great mound , surrounded by hundreds of Border Tribesmen they look on with confusion as . . Several hundred yards away , at the foot of the mountain , PANTHER EMERGES FROM THE WRECKAGE , suit engaged in all of his glory . He starts walking towards the top of the hill . Okoye smiles .ON PANTHER As he walks closer to the lip of the mound and retracts his mask .

Wearing Blanket disguises , Nakia , Ross and Shuri duck around a corner , avoiding detection by a group of Border Tribesmen running outside .

Killmonger stands with W'Kabi at the top of the mound .The Border Tribe soldiers look on at T'Challa and grow visibly nervous .W'Kabi pulls his sword and triggers the SONIC FIELD around it . He points it towards T'Challa and the Border Tribesmen line up in a battle formation and charge towards T ' Challa . A Dragonflyer takes off overhead and leads the charge downhill . Okoye turns to Killmonger .She slams her spear and the Dora fall in line behind her as Killmonger stares her down . Killmonger pulls his blades , and activates his PANTHER SUIT from his necklace as Talon Fighters take off in the background .Some of the Dora take off down the hill to fight for T'Challa . Okoye calls for the attack . One of the Dora jumps at Killmonger Panther followed by another Dora . They attack . A third Dora jumps and side kicks Killmonger Panther . DOWNHILL The DRAGONFLYER overtakes the Border Tribesmen and begins shooting sonic blasts at T'Challa , that create a large impact on the ground as he runs . The Border Tribesmen continue to run down towards T'Challa and fall into a PHALANX FORMATION . The VIBRANIUM STITCHING on their blankets activates and high tech sonic shields emerge from the blankets and build on each other . The shields stretch out and up , making a barrier impossible for Panther to pass . Panther SUPER JUMPS over the sonic shield as it rises hurdling barely escaping it ' s vertical edge . He lands behind the 1ST WAVE of Border Tribesmen , delivering a massive sonic blow that sends them flying as well as lifting some of the spilled spears into the air . Panther grabs a spear and with expert precision throws it at the Dragon Flyer . The spear explodes on impact , sending the DRAGONFLYER careening towards the ground right over T'Challa 's head . W'Kabi sees this and leads the charge of the 2ND WAVE of Border Tribesmen down towards T'Challa , and they engage him swinging their blades wildly and using their shields to corner him . Ayo and the Dora collide with the 2ND WAVE of Border Tribesmen , fighting them off with precision . Engaging with the Border Tribesmen , T'Challa lands a hard blow on W ' Kabi that sends him back through the grass .W ' Kabi runs on top of a large rock to ga i n a vantage point , and pulls out a large HORN .W'Kabi blows on the horn . We push in on the DRAGONFLYER WRECKAGE , as a rumbling sound is heard . Suddenly ARMORED RHINO # 1 crashes through the bit of the wreckage wearing a RED BLANKET . Then a second RHINO , ARMORED RHINO # 2 , crashes through the other side , bigger and faster than the last and wearing a WHITE BLANKET . The camera continues to push in as BOOM , the Dragonflyer is split into two and M20 , W'Kabi ' s personal rhino , emerges right towards camera . The Border Tribesmen lift their swords and cheer as the Rhinos run past them . W'Kabi hops on , and goes right for the pack of DORA , sending a third of them FLYING !

Shuri , Nakia , and Ross are now running down the ramp , throwing off their disguises . Shuri motions for a SAND TABLE to rise , revealing a new tech armor rack . She grabs the communication devices .Shuri slips a kimoyo bead bracelet on Ross ' hand .Shuri raises a sand table . She hurries back to the first table , grabs the gauntlets and points out some Dora armor .Shuri runs up the ramp . Nakia begrudgingly grabs the DORA MILAJE UNIFORM and runs after her .

Okoye jumps over and throws her spear at Killmonger , it bounces off , Okoye catches in stride . She 's on the attack . The Dora Milaje advance on Killmonger , but DORA MILAJE # 1 strikes too quick l y , and Killmonger uses his superior strength and speed to grab her mid-strike , using her as a shield to hold off Okoye and the other Dora .Killmonger then slits her throat with his vibranium sword . Okoye , devastated , leads another attack on Killmonger .

As Nakia and Shuri sneak out onto the deck , and plant the Kimoyo bead puck on the RTF .

Ross paces waiting for word from Shuri or Nakia about what to do , when suddenly the SAND TABLE drops to the ground , revealing an F- 16 cockpit .Ross hops in and starts up the ship .

The RTF clumsily takes off , its thrusters blowing back two Kingsguard pilots .

The RTF starts in one direction does au-turn and TAKES off after the other ships . DOWNHILL T'Challa runs full speed next to RHINO # 2 swings around its horn and does a takedown maneuver causing the Rhino to fall into the TRENCH left by the wing of the TALON FIGHTER . T'Challa flips out of the trench while the Rhino is trapped by the steep incline .

Killmonger is surrounded by Okoye and two Dora . They continue to back him up with synchronized hits , until they surround him with a TRIPLE SPEAR TRAP around his neck .They tighten their grip around his neck .But Killmonger drops to his knees and expels his suit 's kinetic energy , blowing the Dora down the hill . Nakia takes off to ward Killmonger .He moves towards them with rage in his eyes . He engages Shuri and Nakia in battle , Nakia holds her own with her advanced ringblades while Shuri strafes from the side with her panther gauntlets -- shooting Killmonger from a distance .

Ross flies the RTF over Wakanda , and sees the group of aircraft in the distance .Ross places his hands on the firing mechanism .A RED TARGETING CURSOR pops up on the display . Ross reacts , then guides the cursor over the cargo ship , and fires !

The RTF goes into battle mode . Weapons pop out from opening all over the craft in quick succession . The RTF launches a SONIC BLAST that tears through the wing of the first cargo ship . Causing it to spiral down into the docking shores below .

The DRAGONFLYER PILOTS see the cargo ship drop and turn back around towards the RTF . THREE DRAFONGFLYERS immediately begin firing at the RTF .

Panther tangles with the Border Tribe , but is suddenly SMASHED in the back by M20 and is sent flying through the air , and into a large rock .

Killmonger lands two hard swiping blows on Nakia , slashing her arm and her leg , then throws her down the hill , leaving him alone with Shuri , who BLASTS AWAY at Killmonger , until he suddenly springs at her , GRABBING HER GAUNTLETS WITH HIS CLAWS and BREAKS THEM ! DOWNHILL On the ground , Panther is suddenly swarmed by Border Tribesmen and PINNED DOWN , stabbed , kicked and slashed with blades by the mob . He sees Killmonger in the distance closing in on Shuri , and then expels the kinetic energy in his suit and . . . WHAM ! ! !The DOG PILE is LAUNCHED off through the air ! ON KILLMONGER AND SHURIKillmonger ominously edges closer and flips his broken SPEAR preparing to go in for the kill when . .. Shuri DUCKS as Panther TACKLES KILLMONGER IN THE BACK , sending them both plunging down into the mine shaft !

Both falling down the massive cavern , Panther and Killmonger fight on their way down .

Panther crashes to the bottom of the vibranium mine , wounded . Panther rolls over and barely dodges a knee drop from Killmonger . Killmonger and T'Challa exchange blows , Killmonger getting the better of T'Challa in his exposed areas , while T'Challa is getting nowhere . They both go for a super punch and knock each other back . T'Challa lands on his back and looks up at the sonic stabilizer . He radios to Shuri .

In the vibranium mine , down the track from Panther and Killmonger 's fight , we see a light come on in the train port . As they fight , the panels light up in succession , and we see a silent , Maglev train hurdling right at them . Both fighters evade the train at the last second as the train whips past , creating a barrier between them too big to jump over . T'Challa stands up as his suit partially retracts into his necklace leaving his skin exposed . Killmonger , on the other side of the train , looks at his malfunctioning suit in confusion . He turns and looks back at the stabilizer .They look at each other from across the blinding fast train .Hatred flashes over T'Challa 's eyes as he reengages his mask and the train clears . Killmonger engages his mask , and they leap at each other again .

Shuri moves to Nakia 's side and helps her up .They join the fight with Okoye and Ayo .

Ross begins maneuvering the controls like an expert pilot . He guides the ship through a canyon , chasing the remaining CARGO SHIP , while firing at the THREE DRAGONFLYERS that are all attempting to take him down .

The CARGO SHIP hurdles ahead , while the RTF navigates DRAGONFLER BLASTS and ROCK OUTCROPPINGS .

The building begins to shake as Ross , confused .The display in front of Ross comes down , revealing A MASSIVE DRAGONFLYER FIRING SONIC BLASTS outside of the windows of the lab . Ross jumps at the sight of this . Realizing he is now sitting in a death trap .Ross looks at the window and thinks about it for a beat . He re-grips the pilot handles .The ship projection comes back up , and Ross continues to fly .

As our heroes fight , the Border Tribesmen continue to use their advanced shields to close them off into an impenetrable circle . Okoye looks around , searching for an option for escape through the sea of Border Tribesmen . We find W ' Kabi in the distance perched atop M20 looking back at her .Okoye looks back resolute .The sound of an attack is heard from behind W'Kabi . LOUD CHANTS seemingly come from every direction as the entire perimeter of the Border Tribe is showing signs of being breached . Shuri , Okoye , Nakia , and Ayo look around confused , as one of the interior shield holding Border Tribesmen is suddenly lifted up by his collar , his shield disappearing as a result . We tilt up to reveal M'Baku holding him with one hand and SI X Jabari warriors behind him .M'Baku throws the border Tribesman into the sonic shield and we go around the horn to see the JABARI WARRIORS tearing through the border tribe perimeter with their wooden weapons . M'Baku , seeing the breaks in the interior shield calls for his troops to move forward .He jumps down from the rock followed by his troops . Okoye sees this and calls her troops forward .Okoye leads the women forward through the gaps in the shield . M'BAKU breaks through , swinging his knobkerrie to change the tide of the battle .

Killmonger and Panther continue to brawl . Killmonger lands a deadly headbutt and an oncoming train knocks them both to opposite sides of the track . As the train passes , Killmonger picks up the knife that fell into the mines along with them . ..

The RTF does battle with the DRAGONFLYERS , using the sonic blasters to shoot down two of them , but taking significant damage . Ross has a clear line of sight to the last Talon Fighter .The two remaining Dragonflyers shoot vibranium drills into the hobbled RTF , slowing it down and allowing the Talon Fighter to pull away . The drills send an electronic pulse into the RTF .Confused , Ross crosses his fists in front of him .Ross swings his arms open .

The RTF lights charge up to the max and emit a powerful explosion of sonic energy- decimating the cables along with the dragonflyers they are attached to . The RTF lights go dead , and the massive ship begins to drop out of the sky , falling end over end towards the ground below .The RTF falls closer and closer to the ground . A bead of sweat drips off of Ross ' temple .

The RTF lights come back on , and the sonic emitters at the bottom of the ship kick back into full capacity , causing the RTF to stop on a dime , hovering 12 feet from the ground . The sheer force from the sonic emission cracks the ground leaving a cymatic signature .

The cargo ship makes it over the last mountain of the Wakandan border and activates the cloaking technology . The RTF guns in the air at a 45 degree angle and BAM , it explodes as it collides with CARGO SHIP , deactivating its cloaking mode , causing pieces of the RTF and the CARGO SHIP to rain down over the Wakandan border .

Ross 's cockpit disintegrates back into a pile of sand . Ross drops into it .Ross gets up and heads towards the ramp in the lab , as the glass blows out .

M'Baku , surrounded by Border Tribesmen is held up while W'Kabi atop M20 comes charging straight at him , giving him nowhere to go , but at the last second , Okoye steps in front of M'Baku , staring M20 down who gallops towards her , and stops at the very last second , his horn inches from Okoye 's face , M20 licks her face lovingly . W'Kabi dismounts and approaches Okoye slowly . Okoye points her spear at him .W'Kabi sees the fire in Okoye 's eyes . He looks around at the battlefie l d where the remaining Border Tribesmen are surrendering to the Jabari and Dora . W'Kabi looks at Okoye for long beat , then throws his sword into the dirt and kneels in front of her .

Killmonger slashes at T ' Challa with the spear , backing T'CHALLA up towards the lip of the track . As the train comes speeding towards them , both their suits retract , and T'Challa holds Killmonger off as Killmonger pushes the blade of the spear towards his face .T'Challa turns towards the train and sees that it is about to end . He lets Killmonger swing towards him and dodges , backing up even closer to the edge of the track , and Killmonger swings again - but this time T'Challa punches Killmonger 's arm , jarring the blade lose and sending it flying up into the air . T'Challa then does a ROLLING ARM BAR TAKEDOWN as the BROKEN SPEAR flips through the air . We track with the spear as the SONIC STABILIZATION FIELD turns off , and the train passes the two fighters . As the BROKEN SPEAR drops T'Challa catches it with his right hand and slams it into Killmonger 's chest , just as both their suits form around them . Killmonger removes his helmet , then looks down at the blade that is buried in his chest . T'Challa , realizing this is it , removes his mask as well .Killmonger struggles to breathe .Killmonger winces from the pain . T'Challa stands and picks Killmonger up , dragging him to his feet .

T'Challa supports Killmonger as both men ride a vibranium lift towards the mouth of the mine .

T'Challa stands at the top of the great mound next to Killmonger who is kneeling . Watching the sun creep down behind the horizon .T'Challa thinks for a long beat .Killmonger thinks on this .Killmonger pulls the knife out of his chest , killing himself instantly . T'Challa looks down at his cousin 's now lifeless body and becomes emotional .

In full royal regalia , T'Challa strolls in with confidence . Shuri , Ramonda , the Dora , including Okoye , Ayo and all of the Elders , even M'Baku , are present .

T'Challa and Nakia stand together .T'Challa kisses her .Nakia looks at him deeply , and kisses him back .Nakia looks at T ' Challa with curious eyes . She kisses him .

T'Challa and Shuri , dressed in subtle clothing , look at the now abandoned apartment building . In the distance a group of SIX KIDS ( mostly Black , some Latino ) , play three on a rugged basketball hoop .Shuri looks at T'Challa , shocked by his bluntness . She turns and stares closely at the building . We see her POV of large SIGNAGE that hints that the building is soon to be demolished .Shuri turns to him confused .Shuri smiles at the surprise .Shuri turns to T'Challa in shock at what this means .T'Challa hits a button on his Kimoyo bead , and the RTF comes out of cloaking , revealing itself to have been parked behind the kids playing basketball . A YOUNG BLACK KID turns back to see the ship as the other kids collectively lose their shit .They start to run up to the ship and touch it . Unsure at first .She starts off towards the kids , walking past the Young Black Kid .The Young Black Kid approaches T'Challa .T'Challa thinks on this and smiles .CUT TO TITLE : BLACK PANTHERTAG 1

Several assembly members move around the room preparing for a meeting . Suddenly a hush falls over the hall as the Wakandans enter and walk up to the center pit .The audience of WORLD LEADERS look around , bemused , wondering what Wakanda could possibly have to offer . A FRENCH AMBASSADOR ca n't help but lean into his microphone .There are a few chuckles from the gallery . Nakia , Okoye and Ayo share a look . T'Challa smiles . TAG 2

With all due respect, King T'Challa, what can a nation of farmers offer to the rest of the world?

Open on three NECROPOLITAN CHILDREN WITH PAINTED FACES looming directly over something , staring with curiosity .122 .The camera moves , startling the children who quickly flee the hut .

The kids race out of the hut and over to Shuri .Bucky exits the hut to the sight of a beautiful Wakandan lakeside . He takes it all in with a deep breath . Outside the hut are WAKANDAN SHAMAN ( Man and Woman ) and SHURI , embracing the three giggling CHILDREN . TWO DORA MILAJE observe Shuri from a close distance .Bucky settles next to Shuri taking in her view of the lake .Shuri smiles .He follows Shuri towards the other huts .

We see an aerial shot of Boston. The sound of WAAB-FM burbles over the top. We hear about local events, rock concerts, films. We see a red 75' Chevy Van stuck in traffic. Title: May 13 1978. Boston.

A blue 72 Plymouth Fury is parked up by a battered looking warehouse. There are three people inside. A woman and a man in the front, a man in the back.

In the drivers seat: Justine. 28. Big polarized Sunglasses. Suit. Small build, blonde hair. By her side: Frank. 50. Leather jacket. Smoking. Slacks. Dark hair flecked with grey. Stocky. In the back seat: Chris. 35. Green combat Jacket. Raybans. Dark hair. Slim. Frank looks straight ahead angrily. When he speaks it's in a Belfast accent.Justine speaks; flat American with a tinge of something European.Frank shakes his head and looks at his watch. Chris shrugs. He speaks with a Dublin accent.Frank sniffs. This is on him. He brought the late guy into this.Justine smiles listening to the conversation.Chris enjoys needling Frank.Justine smiles. She knows.Justine is looking out the window, lost in her own thoughts. After a beat she turns.Justine smiles to herself.Frank shakes his head remembering.Chris smiles.Frank looks out of the window and pulls a filter-less Camel from its pack.There's a pause. It's as if she's never considered it.She isn't giving anything away from behind her sunglasses. Frank smiles and lights up. He wants to go home. He watches a stray dog nosing around in some rubbish.

When I say German... She smiles. It's the memory of the old country... the Motherland... Germany, Germany, Germany...

Well that can happen soon enough. We just have to sort this bit of business out.

...I am talking... What my capacity to hold a grudge is...because nothing bad has happened to you has it?

I'm holding your brain in my hand now ain't I? You ever going to be late for me again?

Bernard. If you want some, just say. I'll open you up like a tin of beans.

I promised my sister that I'd bring you home in one piece. You are not going to make a cunt of me are you?

I've always been around them. He was a good shot. Later he was in the Easter uprising. It was a good skill to have.

We are here for work. Not to talk about the rights or wrongs of particular bar fights.

I've already got you shot when I was supposed to be looking out for you.

It's not you I am worried about, it's my sister. I promised her you would be alright.

Sure. What have they got. Automatics and revolvers... it's too far for a shot.

You're going to tell me all about the horrors of your life, while trying to get into my underwear. That kind of thing.

Picking up my kid. Cooking dinner. Not hanging out with terrorists.

My father had a gun shop in Sweden. I've known the Corsican since I was kid. They know the Corsican, so we are all friends.

Ord is an ex-military guy they bring in to have a bit of sensible muscle. Martin and Vernon are the connections. I deal through their boss. The kids I dont know.

Money can mean a lot of things. It can mean freedom. People will do anything for freedom.

Nobody. It was Martin's idea. But he's gone now. It was stupid. We were going to get out..

Sure... Do you think that's the dynamic? I'm meant to be making sure he doesn't get into trouble. I'm a calming influence.

Yeah - I usually lead with the horrors, then the looking haunted then a bit of eye contact..

You dangerous are you? Mysterious international gun dealing lady.

Hey Ord. You ever used your military background to chat up women?

I'm sorry to hear about your cousin. But we are taking these guns now and leaving.

You have to stay independent. If you align with us, they will kill you. The first opportunity you get you have to get out of here.

At the end of the day a battle is won by the side that gives up last. I ain't dieing here

I think they have troubles of their own. Someone set up the shooters. And it looks like the last one got shot.

Ord never says anything by accident. He wouldn't give away an advantage like that.

We can't let them leave. If they get outside we are fucked. Look at all these bodies..

We are on fairly thin ice with our friends at home without losing a shitload of money and guns. We have to make this work.

The biggest problem we have is if they have any ammo for the AR18's.

Shooting is all about placement. Your guy is still going isn't he?

I'll push it along the line of those broken foundations... I can fall back along that if it goes wrong.

If you can get over towards the stairs it will be very hard for them to hit you. If you crawl low and use the rubbish for cover.

I've got to go and help Frank. You have to watch Ord. Can you do it?

You keep them pinned down. Judging by that gunfire, Justine didn't get too far before that guy caught up with her

I am I and you are you. Whatever we were to each other, That, we still are.

Life is ever at the mercy of idiots. He did alright though. In the end.

Death is nothing at all Death is nothing at all. I have only slipped away to the next room. I am I and you are you. Whatever we were to each other, That, we still are.

Call me by my old familiar name. Speak to me in the easy way which you always used. Put no difference into your tone. Wear no forced air of solemnity or sorrow.

Laugh as we always laughed at the little jokes we enjoyed together. Play, smile, think of me. Pray for me. Let my name be ever the household word that it always was. Let it be spoken without effect. Without the trace of a shadow on it.

Inside, Stevo, 28. Long hair, wide 'Apocalypse Now' moustache. T-shirt jacket and jeans. He has a black eye. He talks in a Boston accent. Bernie is his heavy lidded side kick. Bernie is driving, Stevo is holding his head in his hands.Pause. Bernie looks sideways at Stevo.Bernie shrugs apologetically. A sledgehammer to crack a nut.Stevo is mock worried.Stevo sits there for five seconds. His head pounding like a bass drum.Bernie smirks and hands Stevo a small wrap of heroin.Stevo carefully opens the wrap.Bernie pushes Stevo away.Stevo decants a little of the Heroin into a burnt bit of tin foil.Stevo lights up his zippo under the tin foil.He passes back the wrap. Bernie smiles and Stevo drifts on a warm cloud of morphia.

Just at the weekends. It's for unwinding. I've got a very stressful life.

Hour and a half tops. They do the deal and we help load up the crates.

You should have thought about that before you punched that guy in Harlequins last night.

Hey. I am no rat. But he has taken some medication for a migrane.

The van pulls up behind the Plymouth. Stevo gets out. Frank has already got out to meet him. He walks over to the man and drags him back to the van. We cut in close now and see:Stevo looks at Frank.Frank pauses.Frank starts again...

Chris sees that Justine is watching Frank talking to the boys.We hear a bump as Frank slams Stevo up against the van.

Frank knocks on the van window. It winds down. Bernie peeks out.Bernie thinks for a moment. His face a mask of control.Frank turns to Stevo and steps up close. He looks him in the eyes.Stevo is agreeing to agree here. Though he does it poorly and Frank reads him.Frank grabs Stevo by the balls. His fist crushing them through the denim.Frank looks round and sees Bernie watching himBernie mulls this for a nano-second.Frank lets go of Stevo's balls and he staggers back. Franks' manner has changed. He is matter of fact.Frank doesn't move. Stevo becomes uncomfortableFrank stares into his soul.

Justine smilesChris thinksChris does hauntedChris looks sad.Chris drops the sad look and smiles. Justine lights a cigarette.Justine puffs on her cigarette. Frank gets into the car followed by Stevo. Chris looks at Stevo's black eye. Frank looks at Stevo's eye in the mirror. He purses his lips. Chris points at the black eye using the minimum of effort.Chris smiles tightly... Stevo is a clown.Stevo reacts hurt. He shrugs..Chris and Frank ignore Stevo.Chris smiles. Stevo frowns.Stevo rolls his eyes at the foreign language. He tries to talk to JustineJustine makes a face 'thats a suprise'Stevo is embarrassed by the questioning in front of Justine.Justine pulls out a compact. Stevo works out what's about to be asked.Frank hands it over.Stevo sadly applies the powder to his eye. It helps a bit. Frank looks at him. He softens.He grabs the powder and applies the makeup.Justine looks round. She looks at Chris and shakes her head 'no'Chris watches Frank apply the make up to Stevo he shakes his head. Stevo notices and pouts.Justine looks up and sees something.We see a guy shambling out of the shadows. He moves towards the car. Good looking, longish hair as is the fashion. Suede jacket. Blue jeans: His name is Ord. Frank slaps Stevo's cheeks.The man approaches he smiles broadly when he sees Justine. He stops by the Plymouth.Frank is tight lipped. We see Ord as Frank sees him. Clear eyed (this is a tell for Frank of exercise and general dangerousness). He looks military.Frank looks Ord in the eye for a moment.He smiles. Frank gets this reaction a lot. Holywood is between Belfast and Bangor in Ireland. Hollywood is in California.Ords' smile remains as he looks to the backseat.There's a moment. Ords' smile never leaves his lips. Chris looks over for the first time. He takes his sun glasses off. He reveals cold eyes.Ord turns to Stevo. He looks at the make up covered eye. He registers something is a bit weird here.Bernie waves from the van.Ord opens his jacket with a flourish to reveal a holster and pistol. He gestures to it dramatically.Frank doesn't give anything away. Stevo grins embarrassed at having his mind read. Maybe he is made of glass.Ord looks at Frank and Chris's faces. They look on impassively at his attempts at levity Lets just take this calm. Did you all jack off before coming here? The moment hangs there for a split secondOrd makes the international gesture for masturbation.There is a moment of silence. Frank and Chris smirk.Justine smiles.There is a pause. Ord has doing his job well. The tension is defused a little. They get out of the car. Bernie joins them from the van. They follow Ord towards the warehouse. Justine looks around. The buildings are abandoned and nailed shut. If you wanted to run, there would be no where to go. Chris is carrying a brief case. Ord looks at StevoBefore Stevo can say 'I walked into a door' Frank interruptsOrd doesn't buy this for a second.Chris glances aroundThis last bit is an obvious lie. Ord smirks at the idea of a religious holiday.Titles roll over the walk. Music: Boston plays 'More than a feeling' Title: Free Fire. In yellow futura extra bold font. Title: Adapted from the novel 'IRON SIGHT' by Jerome Karim

Sure. Just a few guide-lines for you all.. This is obviously a tense situation. I am armed.

I want to get home tonight. I've got shit to do. I appreciate you are very serious heavy freedom fighting mother fuckers. Fuck the Brits.. Free Ireland. I get that. That's cool. This is home of 'Fuck the Brits!'

A friend of a friend. There's a security guy but he's not here today. Taking a 'religious' holiday.

I see we have three options... One: we leave, two: we shoot it out with them, three: we negotiate.

Those other shooters are independents. This would have gone down like this whatever happened. In fact, Harry's lunacy may have helped us.

Because without the initial gunplay the shooters would have caught us completely off guard.

Well that's not going to do anything. It's just going to blat off those refuse sacks.. What they got in them? Rubble?

This guy is a problem... Trying to flank us with a bag of rubble and a trolley... He's got heart.

If you are going to crawl on the this floor you are going to need some pads.

The shit in this warehouse is more likely to kill us than bullets. Pigeon shit... Chemicals... And you are going to crawl around in it with open wounds... You need every bit of help you can get.

Because I have to keep Chris pinned down. You are the only spare man we have.

The group walk inside along dark concrete corridors. Frank looks a little tense. He scans around expecting trouble. Ord is not bothered. He knows the situation. The rest of the titles play out here. Stars. Producers. Financiers. Writer.

We see the group move through a broken down factory. Pigeons flap about disturbed. Title: Directed by Ben Wheatley A big wide as the group move through a large empty space.

They walk through a corridor. The door closes behind them and clicks shut. Ord looks back at it for a split second.

They walk along another corridor and then enter out into another large space.

The warehouse has hefty concrete pillars dotted around it. The ground is littered with broken bottles. Refuse sacks, piles of rubbish, bits of abandoned cars, broken foundations of offices and smashed machine tool plinths. The foundations are stubby walls marking out where the offices would have been in the factory. At their highest around two feet. Sometimes lower than a foot. Frank looks around scanning the space. We see far back from the group. A POV of another person behind a pillar watching them. The group move towards the middle of the warehouse. There is a small fold out table.Ord turns gesturing to the table.Frank looks out to the shadows. Chris turns around and looks about. There is a staircase leading off to offices. Justine looks up. There are skylights. She looks out to the far pillar. She looks nervous.Chris scans the area. It's quiet. Justine looks to Ord.Ord whistles. A metal shutter rolls up at the far end of the warehouse. Two figures enter. Martin Kargo and Vernon Jeffries. Martin is thin and wiry. Vernon is thick set with a heavy moustache. Vernon is carrying a rifle bag. Their footsteps echo around the space. They approach.Vernon unzips the bag and pulls out an AR18 automatic rifle. He puts it on the table. Frank watches him carefully. The AR18 looks like a standard machine gun. Same characteristics as an M16. Black and dangerous looking.Vernon takes out the magazine and puts it on the table. He then pulls back the rack three times and presents it to Frank so he can see that there are no rounds in the weapon. All this time he has been pointing the weapon at the ground. Vernon lays the now definitely empty weapon on the table. Frank picks it up and weighs it in his hands. He passes it to Chris. Chris puts down his briefcase. Martin watches this. Frank notices Martin.Frank sucks his teeth. He knows what doing your bit entails. And it's cost him a lot more than Martin would ever be prepared to give up. Chris smells the gun. He looks down the barrel.Vernon rolls the bullets along the table top. Chris takes the rounds and pops them in the magazine.Frank looks at Chris. Chris nods. Its okay.Ord takes out his pistol and aims it at the ground.Chris gives him a slow sad look. He shoulders the rifle and takes aim.Chris looks over at Justine.The others step away and put their fingers in their ears.Chris squeezes off a round as Ord is about to answer.Ord goes to talk again.Chris looks at Justine, who is giggling slightly. Chris makes a 'maybe he has a point' face. Then pulls the trigger. It makes a huge noise in the space. In the distance there is a thwack as the bullet hits home. The ejected cartridge hits the floor and rolls about. Chris looks back at the others. Then to Frank.Chris squeezes of a few more shots. Refuse bags pop. A locker falls over. There's a clanging echo in the Warehouse. The echo of the shots dims. Chris then adjusts the Rifle to full auto. He lets off a burst. He then puts on the safety. Takes out the magazine and pulls the rack, ejecting a live round. He does this twice more and presents it to Vernon. Vernon nods when he sees it's safe. Chris puts the rifle back on the table. Ord holsters his pistol. Chris takes out a pen and uses it to pick up the brass. He puts them on the table. He looks up at the pillar near the table. He walks over to it. Ord watches him.Chris runs his hands over the pillar. There are pock marks in it. He looks at Ord. (What Chris is looking at are fresh bullet scars. This place has recently been used as a firing range.)

Try not to hit any metalwork. I don't want to get tagged by a ricochet.

It's specialist. You got a press you can do it in your garage or what not?

I don't want to know you Frank. I've got enough friends already. You Don't want to know me. She brings us all together. Its safer that way.

Well, that's something you will have to take care of another day.

Here's the thing. We have four bodies already and a load of guns. This is a very bad situation.

How well do you know anyone? Situations change.. People like us already take a lot a risks. What's one more?

And wait for them to bring Rick O Shea and his brothers down here. Fuck that.

Look, if we wanted to rip you off it would have happened already.

Perfecto. We will leave and then you load out. Give us 5 minutes. You can drive your vehicle round on Lassiter.

Frank frowns and starts negotiating. Justine watches Chris.Ord looks at the marksHe shrugs. Not understanding why it might be relevant. Chris looks out to the edges of the warehouse. They would have come from a ways off. Chris looks to Ord then gives up on his investigation. He turns to Vernon.They all folding stock?Chris pops the case on the table. He opens it up. Martin goes into his bag and pulls out a money counter. Inside we see a 20 round mag for the AR18. He feeds the money into the counter. Justine looks at the money for a moment. They all stand around and stare as he does it.The money flips through the counter. It comes to an end. Martin looks up.Chris nods.Frank shrugs defeated.

Inside the van sits Gordon: 32. Shoulder length hair. Leather jacket. Harry: 27. Baby faced. Bomber jacket. Harry is picking his knuckles. They are grazed from fighting. Gordon watches out of the corner of his eye.Gordon rolls his eyes.The walky squawks.Gordan starts up the van. John Denver starts up on the 8 track.

Long enough. Your energy is very jumpy. Can you ratchet it down a couple of notches.

This is the guy that hit us last night at Harlequins. Him and his buddy there.

Last night there was a fight in Harlequins. Started by this guy and his friends. My cousin, Sally Perigan. She was bottled. She's still in the hospital

You better get your shit together because we are in a serious situation here... Just chill out.

In the distance there is the noise of a van starting up. The men stand patiently as it approaches. Frank is tense. He looks over to Chris. Chris is not scared but looks on intensely. He strokes his jacket where his gun is. Frank looks to Martin. The van enters the warehouse.Frank looks them up and down for a second. He's like a cat with a mouse.Vernon points at Justine.Justine smiles. Thats right.Franks face is set. He's smiling but he's not happy. Justine detects this. Martins is resolute in not talking.

The van rolls in. It comes to a stop. The two men get out. They walk around the back of the truck and start unloading. One of the men looks at Stevo. He walks around the van. Martin opens the back door with a key on his key chain. The two men (Gordon and Harry) Start lugging out the boxes. They are about 0.5 ft by 3ft wooden containers with rope handles. Martin takes the van keys from Harry and pockets them. Soon there is a pile of boxes. Gordon and Harry are sweating slightly. Harry is eyeing Stevo.Vernon takes a crowbar and opens one of the boxes. Inside are three AR18's in wood chippings. Frank smiles. He points to a random box.Vernon shrugs and opens it. Same deal.The boxes are opened up. Inside sit the AR18's Frank purses his lips. Chris leans into Justine. Martin watches neutrally.Chris looks at the guns. Vernon looks over his shoulder.He pulls out a can of lube.Chris plays with the folding stock.Chris smiles. Everyone is cautious. Harry takes another look at Stevo as he passes with a box. Stevo looks at him with vague recognition. This look turns to cold dread over the next few moments. Gordon and Harry bring the last box out and put it down. Round the other side of the van Stevo motions to Bernie.Bernie looks back over his shoulder and spots Harry.Frank makes an inventory of the contents of the boxes. He counts the contents and Chris has a look at a random sample. They are all the same - this is the real deal. All new. Harry is sneaking peaks at Stevo here and there. As each box is signed off, it's resealed and stacked. A two foot high wooden wall is being built out of packing cases. Gordon looks and sees Harry looking agitated. Round the back of the van he talks to HarryAround the front of the van the deal is coming to a close.Harry is staring now. Staring at Stevo. Gordon looks from Harry to Vernon.Martin looks at his watch and glances to Justine. She takes a small step back. His watch is ticking towards 12.Martin takes a small look to the far pillars.Bernie shifts uncomfortably. There is a pause. Frank looks up. Chris looks carefully at Harry.A moment passes. Vernon stares at Stevo.Stevo is starting to sweat. He looks to Frank. Bernie looks into the middle distance trying to disappear.Harry's face is red with anger. As he says the next few lines it's as if he is stepping on an emotional gas peddle. He goes from straight to ENRAGED in eight words.Frank grimaces. Justine looks to Stevo. She's not happy about what she is hearing Bernie looks blank. Chris looks at Ord. Looks at Ord's hands. Frank talks very slowly and deliberately.Harry twitches. He is on the rack here. He knows this is the wrong place. But his sense of righteousness is eating him alive.Vernon smiles in a fatherly way.Stevo is stepping forward towards Harry. Bernie is naturally moving in. Harry is moving forward with Gordon as his wing man. It's coming together. It's like it wants to happen.Stevo punches Harry. Harry falls back. He scrambles to his feet and grabs at Stevo. The two men fall to floor in a flail of punches and short screams of exertion. Ord looks over to Chris and shrugs.Ord and Frank move in and pull the two men apart. They grab them and pries them open. Chris is putting a little distance between himself and the others. Ord and Frank have hold of the flailing men.Ord looks to Chris. He can see Harry is about to go. There is a moment when the fire could catch again just on the vapors. Harry wipes his face, he is so conflicted. He's never backed down in a fight before. Stevo is released by Frank and is wiping blood from his nose and gasping for air. Harry looks around at the other men. Chris puts out his hand flat and bends down a bit. It's placatory body language. He is talking slowly. The sound has shifted now... It feels muffled. Variously the characters are entering into an endorphin state as their bodies flood with adrenalin.Ord lets go of Harrys' arm. Chris backs away to give himself a bit of distance. He instinctively knows what's about to go down.Harry goes to walk away. He talks quietly. Defeated.Stevo watches Harry walk awayChris is watching Harry's hands. He looks over to Martin. Chris's hand twitches. He looks back. Harry twists in Martins' arms pulling a snub-nosed 38. Ord sees and pushes forward to get to Harry.Harry fires at Stevo. Time slows. Flare flashes from the muzzle of the snub-nose. Stevo is hit in the shoulder. It opens up in an explosion of material and blood. In one action his hand pulls out his M1911 hand-gun from his jacket. Stevo falls. Frank looks on in low resignation. This is his fault for bringing the idiot along. Justine looks at Ord. Can he help stop this? Ord catches Justine's look. It's out of his hands now. Martin grabs at Harry, trying to stop him. The men all stare at each other for a moment. Frank steps backward and gets ready to pull. Chris scans back and forth to see which way this is going to go. There is a split second where this fight might not escalate. But Chris knows as soon as the first shot is fired, the guns will come out and there's no other place to go. Bernie looks on, frozen to the spot. Gordon takes a step back. He looks on blankly. Martin takes a step back. He is staring at Stevo falling. Martin bumps into the table. The AR18 and a detached magazine falls off it. Vernon looks at Chris and sees the look. He doesn't even think and goes for his pistol. Ord staggers back looking for cover. He shifts his body weight out of the line of fire of Stevo. Vernon pulls his pistol. A Colt Cobra. A snub-nosed 38. Chris quick draws his pistol; a police 38. He tucks his arm in, so that his hand is in close to his hip. (A classic close combat stance.) Frank pulls his pistol. A Browning 9mm automatic. Martin pulls his. A 44 Python. He cocks it. He looks around for a target. Ord moves backwards towards the AR18 cases. Vernon fumbles with the safety catch on his pistol. Chris has hunckered down to make as small a target as possible and is trying to get to cover. He sees the pillar out of his periphery vision. Tactically, he figures there are too many people to engage. He needs to move and shoot to get to a safe position. Justine pulls her pistol - a 38 police special. She nervously looks around. Bernie is frozen. His hands come up slowly. He wants no part in this. Harry fires again. The hammer smashing down on a bullets' percussion cap. It fires, igniting the gunpowder. The pistol kicks as the bullet exits. The cylinder turns and engages another cartridge. The bullet whistles past Stevo's head as he falls backwards. Ord pulls out his pistol from a kneeling position. A Colt M1991A1 Compact. Stevo fires his automatic. The pistol spits fire. The slide jerks back and a shell casing ejects. The high calibre slug misses Harry and hits Gordon; blowing his ear off. His long hair blows in the air at the impact. Gordon grabs the side of his face as blood arcs out of his head. He starts to scream but he is trapped in syrup like in a dream. Vernon is nervously fiddling with his pistol trying to unlock the safety while backing away. Bernie is watching events unfold around him. He is still frozen. Ord takes aim on Chris. He tracks him in the iron sights of his automatic. It's hard to hit him as Vernon moves across his line of sight. Chris fires in twos. Double taps. TAP TAP. He hits Martin at close range. A gob of gore sprouts from Martins' head. Stevo hits the floor. He is still firing. A second bullet chambers. BANG - a spent cartridge spins across space... He totally misses Harry. The bullet screams off wide. A light in the ceiling explodes. Sparks fly. Martin drops to his knees. Blood spits from his head. Ord fires on Chris. Misses the first shot and hits him with the second. Winging his arm. Ord is concentrated on his iron sight. He tries to control the dump of adrenalin that's in his system. He starts to experience tunnel vision.

Jimmy 40. Slim, black jacket, steps out of the shadows with his M1 carbine. He licks his fingers and wets the iron sight at the end of his rifle. He watches for a moment as shots are fired in the distance. Gunsmoke is gathering in the air. He looks nervous; this wasn't the plan. He looks to the far side of the warehouse and sees a second rifle man... Howie.

Far away from the action we find Howie. 53. Pot bellied. White whiskers. Dark hunting jacket. He takes aim with an M1 Garrand. He looks stressed. He looks over to Jimmy's position. Is this what they should be doing? We see down his iron sight. In the distance we see the gun battle.

Vernon fires his pistol at Stevo and the bullet nicks Stevo's thigh. Blood squirts out. He turns and fires behind him. Shell casings ping into the air. Chris fires his 38 hitting Vernon's arm. He staggers back. Half running. It's like he has been punched. Martin fires his pistol involuntarily. It kicks back. The ripple going down his arm. The shot ricochets across the floor and whines towards Frank. Frank almost bunny hops to the side in shock. Chris fires his pistol at Harry and hits him in the side. Harrys' jacket puffs up and explodes with blood. The bullet exits. Harry spins. Already off balance. Bernie starts to realize what's happening around him and runs towards a pillar. Frank fires his pistol at Vernon. He fires wide and the round hits the van. It makes a low DUNK noise. Bang Justine darts right to avoid the gun fire. BANG Harry falls backwards and fires into the air. Another ricochet pangs off the light fixtures. BANG Stevo fires his third shot. It's wide and inaccurate. BANG Gordon drops his pistol and grabs his head. Blood squirts out through his fingers. He falls to the side and slides down the side of the van. Harry collapses into the dust.

Jimmy looks at his watch. Midday. Jimmy squeezes off three shots with the M1 carbine. The shots are loud and distinctive. WUDD. Clang WUDD, clang WUDD.. clang Brass casings roll around on the floor.

A bullet smacks into Franks' arm, spinning him round. Chris turns his head and sees the flash of the carbine for the first time. Bernie cowers behind the pillar. Bullets chasing through the air. Gordon clambers too his feet and looks for an exit.

Vernon dives out of the way. Harry tries to shield himself from the incoming gunfire. It's chaos. The initial pistol shoot-out is superceded by the introduction of much greater fire power. The M1 Carbine fire continues in bursts of three. A shot goes wide and hits Gordon in the leg. He is spun around and collapses to the ground again.

Howie squeezes his trigger. His M1 Garrand fires. The sound is very distinctive. CHANK ting CHANK ting

Chris hears the whine of Howies' missed shot. He turns and makes eye contact with Ord. Ord looks at him from behind the AR18 boxes. They are the only two who know what's happening. They are in a crossfire. Chris gestures to Ord 'What the fuck is this?'CHANK ting CHANK. ting Ord looks around in the boxes. He finds Vernons' bag. Frank fires again at Vernon who is trying to move out of the way. Vernon takes a round in the leg and as he falls he fires again, hitting nothing. His jacket rips open and AR18 rounds tinkle to the ground. Chris tries to take cover from the increasing rifle crossfire. Bullets zing through the air. He grabs one of the AR18 rounds from the floor and picks up the fallen rifle. Vernon grabs at him.Chris and Vernon struggle on the floor CHANK ting CHANK ting Chris grabs one of the loose rounds and stabs Vernon in the hand with it. Vernon recoils grasping his bloodied hand. Chris scoops up three more of the long 5.56 x 45mm bullets. Frank is hit in the leg and collapses. Ord pulls out an AR18 from a packing case and slams the magazine into it. He racks it. He takes aim at Howie. CHANK - The Garrand magazine is empty and pops out of the Rifle. CLANG- (this is the sound of the cartridge ejecting on the Garrand. A design fault.) Chris aims the rifle and fires at Jimmy the rifleman.

The first shot chips concrete that goes into Jimmys' eyes. He staggers back and stops firing.

Ord fires at Howie. Howie is further off than Jimmy. The AR18 round cracks loud. A spent cartridge pings out of the rifle.

Howie struggles to reload his Garrand. The second and third AR18 shots bite into the pillar. Howie ducks behind his pillar.

Ord fires again to keep him pinned down. A bullet zings off the concrete from Jimmy. Ord turns 90 degrees and fires back in Jimmys' direction. Bang bang bang bang Chris scrambles looking for any more rounds. He finds one and runs for a concrete column. Gordon is on the floor shouting. Harry continues to fire at Stevo from the ground. Stevo is hit in the shin. His leg explodes and he screams in agony.

Chris makes it to the pillar and looks around it to see where Jimmy is.

Justine is shot in the arm. She shoots him back low. He is shot in the leg. He returns fire and shoots her in the thigh. She falls to the ground.

Howie fires wildly. He is panicking. AR18 rounds are zinging around his position.He loses his nerve and makes a run for the far door. Howie is old, fat and out of shape... he huffs and puffs.

Ord tracks Howie with his AR18. He lets out a burst and Howie collapses to the ground. Ord is out of bullets. He has shot his 20 round mag. He carefully puts the rifle down. Justine looks around and sees Howie is immobilised. Under the van she can see the shapes of the other men. She crawls away towards a low wall. Chris looks to Frank. Frank is on the floor trying to crawl away from the others towards the relative safety of the SOUTH PILLAR. Chris runs low to get to help Frank and is hit by Gordon. He collapses in the dust. His gun skitters away. Stevo takes aim and shoots at Gordon. He misses. The echoes of the shots ring around the space. Bernie looks around. He sees the various positions where people are hiding. He is the only one not wounded. He looks to the door where the truck came in. Justine looks at her wounds. She rips her jacket and makes a tourniquet for her leg. She looks at her pistol and reloads it from her hand bag. She empties out the contents. Purse. Keys. Mouth spray. Perfume. Dental floss. Sanitary towel. Speed loaders \*2. Needles. She breathes heavily. She peaks over the wall at the devastation. We see the warehouse in wide. Everybody is down. Smoke hangs in the air. Justine can see that Frank has almost finished pulling himself over to the far pillar. He has a painful 10 metres to go. Bernie gets up and makes a run for the steel shuttered exit. He sprints across open ground. Stevo is crawling away from the van trying to get a shot at Gordon and Harry. Vernon shoots Bernie. Bernie jerks as he is hit. He keeps trying to move forward but collapses. Stevo sees Bernie collapse to the ground.Bernie crawls along for a bit but stops. His breathing becomes slower. He dies. Stevo looks on devastated.

Jimmy opens his eyes. He is laying on his back. Blood is pouring out of his chest. He tries to rub the blood from his eyes. Jimmy POV. We see he is partially blindHe rubs his eyes. He finds a tap and pours some water and cleans his eyes. He sees he is bleeding profusely. He tries to get to his feet. He can't. He sees he has dropped the M1 carbine a way away.

Harry shuffles backwards towards a concrete pillar. He turns and looks at the situation. He is caked in blood. He looks to see how much ammo he has.

Justine gets her lighter out of her pocket and puts it with the collected contents of her handbag.

There is an eerie silence in the warehouse. Smoke lazily drifts away. Light finds it and filters through. We visit each of the combatants... Jimmy the Rifleman: Jimmy has propped his head against the pillar and is conscious but badly wounded Harry: Harry is on the floor. He's been hit twice, but nothing life threatening... yet. He looks about wildly. Bernie: Bernie is face down. Dead. Frank: Frank is laying on the ground. He is breathing steadily trying to calm himself. Resting before attempting the last few meters to the South pillar. Vernon: Vernon is trying to stop his leg bleeding. He looks nervously to Ord. Gordon Gordon is in shock. He is holding his bleeding head. Howie the Rifleman: Howie is alive but crippled. He lays in a growing puddle of blood. Martin: Martin is laying face down in his own blood. It bubbles as he breathes. Stevo: Stevo is crawling away slowly. Trying to make it to the South pillar. He's been crying. Justine: Justine is ripping off her trouser leg and picking the material out of the bullet wound. Ord: Ord is watching and thinking. He looks at all the people involved and tries to think where this will go next. Chris: Chris rests against the pillar. He looks at his hand. It's shaking. He holds it with the other hand to stop the tremors.

Ord pokes his head around from the boxes and makes eye contact with the other guys.Harry is laying behind some rubbleVernon is by the van.Vernon takes in a deep breath and starts to crawl away. He hauls himself painfully back towards the AR18 boxes.

Frank makes his way toward the south pillar. He manages to get onto one foot and stagger towards it. Harry fires at him. The shot goes way wide.Frank makes it to the pillar and slumps Stevo rolls onto his side and fires a shot at Harry. He misses as well. Harry ducks behind his pillar. Stevo crawls around toward the East pillar.

Vernon crawls on all fours towards the AR18 packing cases. He methodically puts one hand in front of the other. He eventually makes it. Ord pulls him in.

Stevo makes it to the pillar. He looks around. He sees Frank. Frank makes a hand gesture... stay there...

Chris gets himself together from behind his pillar. He looks about and assesses the situation. He looks at his 38. 5 shots left. He looks over to Justine as he hears the ripping of her trousers.There is no answerChris shuffles over to her position. Using the low wall as cover.

Ord looks over his wounds. He goes through his pockets. He finds a hip flask. He opens it and sniffs it. He smiles.

Justine looks at the wound in her leg. She sees that it's in and out. She picks the bits of trouser out of the wound with a pair of tweezers. Chris crawls into view.She opens her mouth wash. She uses it to clean the wound in her leg. She flinches as it pours on. She squirts some perfume on the wound as well. The alcohol works as an antiseptic.Justine pulls a needle out of her bagJustine threads the dental floss into her needle. She uses her lighter to sterilize its end.Justine uses the dental floss to stitch her leg together. Chris looks on in amazement.She uses a sanitary napkin as a bandage. Chris is impressed. She looks at his wounds. She squirts some perfume at his side wound.She pulls up his trouser.Chris looks at her sadly and smiles. She pokes around at it a bit more.She starts to make a bandage for him. She stitches up the gash in his side. He grits his teeth as the needle goes in.She ties the leg wound tight with a bandage.Chris isn't sure he believes what he has just said. She looks over the edge of the wall to see what's going on. She sees movement over at the AR18 crates.

Gordon sees Stevo moving through the wheels of the van. He looks down on the floor and sees a chunk of his own ear. He looks back to Stevo.He aims his pistol and fires. A bullet skids into the concrete floor near Stevo. Stevo keeps moving. Gordon starts crawling towards him.Gordon crawls to the van. Stevo is crawling away. Gordon crawls out to get a shot at Stevo. He takes aim. Frank takes a shot at him and makes him retreat behind the wheel.

Ord looks over to Gordon. Vernon looks about. He sees where Justine and Chris are. Franks position. He looks at Bernards dead body. He looks over to Martin and Howie collapsed. He thinks for a moment. There are a lot of dead and dying people here. He's coming to a conclusion. Ord sees him thinking.Ord smiles..Ord looks around at the damage. He looks over to where Jimmy was. He sees he is moving about.Vernon looks over to her... He's already decided a course of action. He looks back to Martin's inert body

Jimmy is sobbing. He looks at his hand. He can see colours at the edge of his vision. He gets out his wallet and takes out a picture of his wife and child. Jimmy sobs. He tries to pull him self together.

Justine peers over the top of her wall. She sees Ord pop his head over the AR18 crates and look about.We hear Frank echoing in from the South pillar:There's a long moan... Ord looks over in the direction of the collapsed Howie

Frank looks at the blood in his hand. Vernon is thinking. He is mulling over the voice of the shooter.

Chris and Justine lay next to one another.Justine looks shaky.Chris starts to make his way over to the South pillar.

Ord is moving about dragging bags of rubble over and putting them up against the AR18 boxes. Harry watches from his position by the van. Harry shouts out to Stevo and whoever is listening.Vernon hisses over to Harry.Ord turns to VernonOrd puts another bag of rubble up against the wooden crates.Vernon registers the error of his ways.Vernon joins in building the barricades.Vernon stops and frowns.There is a pause.

Justine listens to the conversation.Justine looks over and she can see Howie in the distance.

Gordon is watching as things play out. He holds his bleeding head. He can see Howie.

Chris watches. He looks to Frank at his pillar. Chris shakes himself together. He crouches and stands up unsteadily. He gets ready to run. He slouches forward and hobbles towards Franks position. He gets half way across when he is noticed.

Frank fires back at Harry. Chris approaches Franks pillar and falls in behind it.

Howie is still laying on his front. No amount of medical care is going to help him. He licks his bloody lips trying to talk.Suddenly two shots ring out. HOWIE IS SHOT IN THE HEAD. He rolls over obviously dead.

Ord looks around trying to work out who took the shot. General gun smoke is wafting about. Vernon looks around wildlyOrd rubs his face. This is a fucked up situation. Vernon ducks back down.

Chris collapses on the ground exhausted. He props him self up and looks back to Justine. She looks back at him and smiles weakly. He nods back and turns to Frank.Frank looks miserable and shakes his head.Chris tries to hide his defeat.Chris looks out to the far door where the van came in.Frank hadn't considered that until this moment. Franks face crumples depressed.

Well we can cover the back door. I don't think anyone is going to be making any sudden movements.

Stevo suddenly gets up on one leg and starts shuffling towards a bit of cover. He gets there safely. He looks out around the warehouse and licks his lips. He makes another shuffle across the warehouse. Towards Frank and Chris.

Stevo collapses in front of the pillar. Frank grabs him and pulls him in. He is barely consciousThey wait for a minute. Stevo starts to fit. The two men try to stop him from smashing his head on the concrete. They wrestle with him. He stops fitting and Frank holds him in his arms for a moment. The two men are exhausted. Stevo opens his eyes.Frank looks at him for a beat.They sit there for a moment breathing heavily

Vernon looks at Ord. He doesn't like it.Ord looks at him depressed. Vernon doesn't understand the situation.

What if she hired the shooters? What if she leaves here and she contacts the Irish... I shot that kid and you shot Howie - that's murder. That's the death sentence in Massachusetts.

Justine gets ready to move. She staggers to her feet and starts to move. She is very wobbly.Chris throws over a broom.Justine grabs the brush and uses it to take the weight of her busted leg. She starts to pick up speed. Suddenly a phone rings in the distance.. The sound echoes across the space. Ringing and ringing... then stops... Chris looks at Frank. Vernon looks at Ord. Justine listens to the phone. She realizes that the sound changes everything. Whoever gets to the phone first... Ord looks over to a clicking junction box on the far wall. Ring Ring Ring Ring Vernon looks over to Justine hobbling along. Ring Justine hobbles faster. Ring Chris looks over to Vernon and Ord. He can see them talkingRingVernon has his pistol out. He starts to raise it. Ord knows what he is about to do. Vernon aims his pistol at Justine.Justine tries to go faster. Vernon fires. Ord tries to grab the pistol. The shot goes wide. Justine dives to the ground. NORTH WEST of the van. Then silence.

Ord listens to the phone. He looks at Vernon. Vernon looks on grim faced. There's a silence.Vernon looks over to where she fell and takes aim

Justine is laying in the rubble. She squirms along on her belly to find better cover. Vernon is fires at her. She tries to crawl away. Bullets are flying.

Chris speed reloads. Points his pistol up at 90 degrees. Plunges the empty brass out and uses a speed loader from his pocket.Chris peers around the pillar and watches as Vernon takes pot shots at Justine. She looks back to him panicked. He got her in this situation.Stevo rolls his eyes. He looks at his 45. Chris looks at it too.Stevo takes the point. He looks out into the warehouse and sees Bernie's dead body.

Chris looks around and sees a trolley. He grabs it and pulls it over. He sees a bag of rubble. They pile it on the trolley.Frank knows there's no convincing him.Chris pushes the trolley forward. It takes a lot of effort. He edges out into open space. He makes eye contact with Justine. She looks scared.

Ord can hear a squeaking noise. It's the sound of the trolley wheels. He moves over to the edge of the boxes and takes a look. Vernon shifts over to have a look as well. He sees the trolley being pushed by Chris. It's loaded with refuse bags of rubbish. Chris can be seen bobbing about behind it. Ord looks over to where the trolley seems to be heading.Vernon takes aim and fires. A plume of dust explodes from the top of the refuse bag.

Chris flinches as the bullets impact the bag and the trolley. There's a small flash from the South pillar and a wooden impact as Frank shoots at them. Vernon ducks down. Ord hunkers down low. Wood chips explode around them.

Frank makes them count. Stevo aims and fires. Frank stops Stevo firing.

Ord watches as the trolley edges along at a snails pace.He aims and fires again.

Chris pushes the trolley forward. The bullets chip wood out of the makeshift barrier.

Justine starts to crawl back to the low wall. She looks over to Chris. She knows he is risking his life for hers.

Ord watches as the trolley approaches. He looks around him for something to use. He pulls the hip flask out of his pocket and takes a swig. He takes another shot. This time it ricochets and breaks the axel of the trolley. The trolley collapses.

Chris scrambles for cover as the trolley falls to pieces. Bullets rip across the concrete. Chris rolls - cursing. He looks at the route back to the pillar. He can see a bag of rubble he could use as cover.

Vernon fires blindly. Ord doesn't look so confident. He looks round and sees Justine disappearing behind a pillar on the west side. He realizes the plan.

Dust flies in the air as the bags are hit by pistol fire. Chris cowers behind the bags. He sees an aerosol can on the ground. He picks it up.

Frank and Stevo continue to return fire. Frank sees that Justine has made her way back to her low wall position. He smiles.

Ord ducks behind the boxes as a salvo of shots fly in his direction.

Chris grabs the aerosol can and throws it towards the AR18 boxes.

Chris watches as the aerosol rolls towards the boxes. He steadies his hand and takes aim. He shoots. Misses. He shoots again and hits. The canister explodes

Chris crawls out from his cover towards the South pillar. He moves methodically forward. Pulling himself along. He looks back to the AR18 Boxes. The small explosion hadn't done much damage. He looks ahead and sees Frank and Stevo at the pillar. Frank is beckoning him in.

Chris is pulled behind the pillar by Frank and Stevo. Chris is exhausted. Frank grabs his head and hugs him.Chris looks round and sees Justine by the low wall. She looks back and smiles.

Chris and Frank plan.Frank looks over to the stairs in the far corner of the warehouse. He looks back to the AR18 cases.Chris and Frank look at each other. There's an understanding. Chris looks at the lay of the land.He smiles winningly. The other two men are not so sure.

Ord watches the South pillar. He looks at his leg wound and ties off the bandage.Ord looks at the distance and tries to run the play in his head. Maybe...Ord looks at Vernon's leg wound. He tidies up the bandage. He looks around finds some cardboard. He starts to rip it up.He ties the cardboard around his legs.There's a moment of calm between them. Ord appreciates what Vernon is about to do even if it is crazy.Vernon is now wearing his cardboard armor. He looks dejected. He shuffles out.

Vernon crawls out to the back of the van. He looks over to the South pillar. He holds his leg and grimaces. He sees Frank making his way out. He holds his pistol up. It's heavy. We see the gun wobbling about. Vernon tries to steady it. He can't do it. He opens the cylinder to look at how many shots he has. He frowns. He puts his hand in his pocket and finds a couple of bullets. He reloads his gun. He looks over and can see Frank is further away. He takes aim. He has even less chance of hitting him now. He looks on in frustration. Vernon holsters his pistol and with a nervous look over to the South pillar he prepares to crawl. He looks back to Ord. Ord has his pistol aimed at the pillar. He urges Vernon on with his eyes. Vernon lays as close to the ground as he can and starts to shuffle out from behind the cover of the van.

Ord watches the South pillar. There is no movement. He looks back to Vernon who is now about 6 foot clear of the van. He looks over to Frank in the distance. He notices movement behind the pillar.

Chris watches from behind the pillar as Vernon is crawling. He takes aim. Stevo sees him too.

Frank grunts as he crawls. He uses his arms to pull his body along, dragging his legs behind him. He has a steady pace on now. He is pushing through detritus on the floor. Cartons and abandoned refuge bags. He is huffing and puffing. He stops for a moment and looks over his shoulder. In the distance he can see Vernon. He turns and looks toward the stairs. They lay about 500 meters away. Between him and the stairs are many obstacles.

Vernon is moving between refuse sacks. He pushes through them. He is about 100 metres from the South pillar. He can see another pillar about 10 meters from his position. He looks to the South pillar and can't see any movement.

Ord is following Vernon's progress. He looks over to the South Pillar. Then back to Vernon.Ord looks at him in a way that Harry knows that he doesn't have a choice in the matter. Harry weighs up the threat. He looks around and sees Gordon. Gordon looks at him with wild eyes. He looks back at Ord. He turns and starts to crawl back towards the van. It's about 10 meters of open ground.

Chris is watching the progress of VernonStevo FIRES HIS PISTOL. The shot goes wide of Vernon. Chris looks a Stevo wild eyed. He is wasting precious ammo.Stevo continues to Fire. Chris grabs him

Vernon scrambles out of the way. He pulls his pistol and shoots back towards the South pillar.

Brick shatters from the pillar. Shots are coming from both sides. Chris pulls Stevo down to the ground.

Justine sees Ord clearly firing at the South pillar. She takes a shot with her 38. She hits Ord in the arm. He ducks down.

Harry makes it to the back of the van. He pulls the handles on the door. Nothing. He tries again. It's locked. He looks depressed. He looks desperately to Chris... Then to Martins' body.

Ord looks over to Harry. Ord is trying to stop the bleeding from his new wound. He gestures to Harry to open the doors. Harry shrugs and makes a carkey mime. Ord looks over to where Martins lays. And then he looks back to Harry. Harry shakes his head.

Chris and Stevo scramble on the floor. Chris is punching Stevo in the head. They thrash about - each man not strong enough to get the better of the other. Chris reaches down and grabs Stevo's leg and forces his fingers into the bullet wound. He squeezes. Stevo screams and passes out. The fight is over. Chris sits for a moment panting. He shakes his head in disbelief.

Frank keeps on going. He can see the stairs now. He looks back and can see smoke blowing across from the shoot out.

Harry crawls towards Martin. He stops for a moment watching the South pillar and then moves on a bit more.

Vernon looks at Frank. He checks his pistol again. He takes aim and tries to support his hand. Again, he can't do it. Vernon holsters his pistol then starts out again.

Frank keeps moving. He looks back and can see Vernon in the distance. He winces and looks down at his hand. It's got a syringe sticking in it. It's gone in quite deep. He winces as he pulls it out and throws it to one side. This warehouse has obviously hosted junkies at some point.

Harry gets over to Martins' body. He turns him over. He has been shot in the head. Harry goes through his pockets trying to find the keys to the van. Harry looks around and spots the briefcase with the MONEY. He looks back to Ord. Ord shrugs.. What are you waiting for?

Frank arrives at the stairs. He looks up them. There is a steep flight then a landing, then they go up again. It might as well be the north face of the Eiger. Frank hauls himself up the first step.Frank pulls himself up.

Vernon is moving through the dirt towards the stairs. He sees the syringes. He manages not to get stuck by them.

Justine checks her pistol. She looks at Chris. He knows she is going to make a break for it. She starts to move away. Chris watches her go.

Chris watches as Justine disappears into his blind spot behind a large pillar and a line of broken office foundations.

Ord watches as Justine starts to shuffle away. He looks over to the back of the warehouse. He sighs.Ord looks over to Harry who is still searching Martins pockets. Ord sees in the distance the brief case with the money in. He looks back to Gordon who is also looking at itGordon nods and then starts to move off.

Frank is crawling up the stairs. Stair after stair. He stops every couple to rest a little. His world has been reduced down to a stairwell. He stops again and passes out.

Vernon is approaching the bottom of the stairs. He is huffing and puffing with exertion.

Frank opens his eyes. He looks around panicking. How long has he been unconscious? He moves forward.

Vernon gets around the corner of the stairs, looks up and sees Frank at the top. He pulls out his pistol. It gets caught in his jacket.

Frank gets to the landing of the stairs and starts to turn. He sees Vernon at the bottom. He sees him trying to get his pistol out. Frank moves faster kicking his way forward. Vernon fires and misses. Plaster explodes out of the wall.

Frank gets around the side of the stairs and pulls out his pistol. He gets his breath.

Justine is crawling away towards the door that they all entered into the warehouse by an hour beforehand. She is moving at a decent pace.

Gordon follows with grim determination. He sees Justine bobbing up and down in the distance.

Harry is going through Martins' pockets. Suddenly Martin springs to life. Harry looks at the wound in the side of his head. He can see bits of bone and brain.

Vernon shuffles back and tries to make a small target of himself. He points his gun wildly. Like a priest might with a cross to ward off a vampire.

Frank looks around the corner carefully. He sees that Vernon has backed up. He looks up the next flight of stairs. He puts his pistol away and prepares for the next flight. He starts climbing.

Harry starts rummaging through Martins' pockets more aggressively.Martin starts to get up. He stands looking around the warehouse. He is like the first monkey to stand up on two legs. As he stands Harry's grip rips his pocket and the keys tumble out. Harry tries to pull him down. Martin kicks him off. He pulls out his pistol.Martin turns and shoots at Ord. Harry goes into a ball on the floor.He walks over to where Ord is hiding.Martin fires at Ord. Ord scrambles backwards trying to get out of the way of the fire. He ends up behind a low wall north of the boxes. Bullets ping off the masonry.He looks up but Martin has gone. He looks around wild eyed.

Frank gets to the top of the stairs and moves forwards. He slides on the floor. Blood smearing behind him. He scoots around into an open office.

Frank shuffles into the office. There are a few desks. He can't see over them. He moves forward and grabs a roller chair and tries to pull himself up so he can see if the phone is in there. The first desk he tries is difficult. The chair slides from under him and he collapses on the floor. He curses. He turns the chair over and tries again. He gets to the level of the desk and sees nothing. Frank grits his teeth in disappointment. He looks around to the other desk and sees a phone. He kicks with his foot to wheel his chair over to it. He grabs the phone and picks it up. It's dead. He throws it to one side. He moves to get out of the room.

Chris watches as Martin moves about. He is looking for something.

Justine makes her way into the corridor. She moves forward. Once the door closes behind her she gets up onto one leg and starts to hobble along at a faster pace.

Vernon gets to the top of the stairs. He looks down the corridor and sees the blood trail. He pulls his pistol and takes aim to get Frank as he comes out of the office. He can hear Martin howling in the warehouse.

Frank waits breathing in shallow breaths. He looks to the door. He looks around the room and sees a paint pot. He grabs it, cleans it and pushes it out into the corridor.

Martin is touching his head. He sees his hand is covered in blood. He plays with the bullet wound. It seems not to hurt. It's a horrific sight.

Gordon is following Justine. He stops for a moment as he hears the gunfire.

Ord sneers. He can't tell which way this is going. He looks from the far door (where Justine and Gordon are battling) to the upstairs (where Frank and Vernon are), to around the warehouse. He spots Martin in the distance. He is approaching Howies corpse.

Frank looks around the office. Its constructed mainly of plasterboard. He looks to the corner of the room near the door. He aims his pistol at the plaster and fires.

Vernon ducks down as the plaster explodes around him. He rolls down two steps of the staircase.

Justine moves over a plank and it bangs up and down making a noise. She moves on. Ahead of her is another door.

Frank moves over towards the wall on far side. He uses his good foot to kick his way through. He climbs into the hole he has made and makes his way into the next office.

Vernon crawls back up the stairs and heads out onto the corridor. He slides along the floor and cautiously looks into the empty office.

Frank crawls through the partition. It's very dusty and full of pipes. Frank makes his way through the partition looking for an easy way through to the next room. There is an explosion as Vernon fires his gun. A beam of light suddenly appears where the bullet has passed through the plaster boardFrank scrambles for his life. He moves through the cabling and starts to kick his way through the next wall. There is another shot and another beam of light streaks through the tight space. Frank starts to panic. The cables wrap around him and he kicks and thrashes trying to get out of the way of the bullets. He starts to cough in the dust. Frank wedges himself between the brick work and the plasterboard and starts to kick with his good leg. He smashes his way through to the next office and pulls himself through the small hole.

Frank looks around and sees that he is in a store room. He crawls through the boxes and mops. He stops for a moment exhausted.

Justine grabs the door handle and twists it. The door opens and she makes her way through. She closes the door behind her. She breathes for a moment. Then she starts on towards the next door.

Gordon moves on through the door and into the corridor. He sees the door at the far end closing. He curses and tries to move faster. He gets up and drags himself along.

Vernon looks around the empty room and then out into the corridor. He moves down the corridor towards the door.

Frank breathes shallow breathes as he sees a shadow move across the bottom of the door.

Vernon tries the door. It's locked. Suddenly the door explodes as Frank fires through it. Vernon returns fire trying to match the trajectory. Dust and plaster fill the corridor.

Inside the office, dust explodes as Frank shoots it out with Vernon.

Frank keeps firing until he runs out of bullets. Frank looks around him and notices the ground is wet. He sniffs the liquid. It's some kind of cleaning fluid solvent. He looks low through the door and can just about make out Vernon. He grabs some more bottles of industrial solvent and pours them under the door.

Harry watches Martin moving about. He looks over to the briefcase with the money in. He looks over to Ord's position and then to the van

Martin kneels down at Howie's body his head in his hands.He looks around nervously. Has he said too much. He picks up Howie's Garrand and scans about. He sees Chris watching him from the South pillar. He takes aim and fires. CHANK! ping.

Justine reaches the door. She reaches up to the door handle. Her hand slips off it. She tries it again. The door is locked from the other side. It must have a dead lock. She fights back the tears. She listens for a minute. She hears the bang sound of the plank that she crawled over three minutes before. She freezes and looks back. She shuffles to the side of the door in the darkness. She pulls out her gun and counts the rounds. She has two shots left. She flips the cylinder back into the frame and takes aim at the door.

Chris fires back at Martin. Martin fires another shot at Chris. Masonry explodes from the side of the pillar.

Vernon sees the liquid welling up from under the door. He isn't sure what it means.

Frank pours more of the liquid through. He holds a handkerchief to his mouth.

Vernon watches as the liquid starts to lap around his feet. He sniffs the air and starts to realize what's about to happen. He looks around and sees a fire extinguisher on the wall.

Frank crawls over to the wall and starts to kick it through. He smashes it in and crawls through the hole. He lights the solvent slick as he leaves. A small blue flame rushes across the floor and under the door.

The flame shoots out from under the door and ignites Vernon's polyester and solvent soaked slacks. He starts kicking his legs in pain. He throws himself toward the fire extinguisher.

Frank smashes his way into the third office. He lays there gasping as he hears Vernon screaming.

Vernon pulls the fire extinguisher off the wall and fumbles with the release on the nozzle. He is panicking. Finally he gets it off and he is covered in a cloud of white smoke.

Ord watches the shoot out between Chris and Martin. He takes aim but can't get a clear shot of either of them. We can see he is weighing up the odds.

Gordon pushes the door open and starts to make his way in. He raises his pistol attempting to protect himself. Justine fires. The first shot is wide and hits the door. Gordon fires blindly and the shot pings into the wall. Justine fires her last bullet and hits Gordon in the shoulder. He rolls over and drops his pistol. It skitters across the floor. The smoke settles for a minute.

Frank finally sees the phone and crawls towards it. He smiles. It's like completing a marathon.

Martin empties the Garrand and drops it. He touches his head again. He is feeling dizzy.

Gordon coughs. He looks around. He is dazed. Justine looks at the pistol. It's closer to her than it is him. She starts shuffling towards it. Gordon turns angrily and starts moving towards it. The two of them move towards the gun.Justine has her 38 in her fist. Gordon gets to the pistol before Justine. He grabs at it. Justine brings the 38 down hard on Gordan's fingers. He screams and she hits him again. His fingers are broken. His pistol skitters away even further. Justine looks over to it and then back to Gordon. Gordon realizes what she is thinking and jumps forward with all his might. He grabs at her and they grapple on the floor. Justine smacks her 38 into his wounded head. His hands creep over her face trying to smother her. She bashes at his head with the gun like it's a hammer. She reaches out for the other pistol. Gordon uses his other arm to choke her. Justine bites into his broken fingers. He screams. Justine spits out a finger. She grabs the pistol and shoots Gordon in the face. He falls back looking shocked. Blood runs down his face from a hole below his eye. He breathes heavily as he looks at her. She fires again and kills him. Gordon falls to the ground.

Frank to the phone and picks up the reciever There is a volley of shots through the office door. The glass paneling falls away to reveal Vernon. Gunsmoke drifts from his pistol. Frank collapses to the ground DEAD. The phones dead tone can be heard: DRRRRRRRRRRRRRRRRRRRRR

Martin looks around wildly. He sees the money and makes a beeline for it. He marches over and grabs it. Harry watches from his position. Chris watches from the pillar. Martin looks up at the sunlight and is mesmerized for a moment. He starts to walk. Not in the right direction. He walks manically. Slowly he starts to wind down. His walking gets slower. He eventually stops and drops the briefcase.He falls to the ground DEAD.

Justine sits up and gasps. She sucks in her lips and checks her teeth.

Vernon lowers his gun. His breathing is shallow now. He sits there and doesn't move. He is very burnt. He is done. The fire dies out.

Justine looks at the magazine of Gordon's gun. 6 shots left. She holsters her 38 after wiping the blood off it.

Chris sits, looking back up at where the gunshots have come from. He shakes his head slowly.Stevo smiles. Chris looks at how pale Stevo is now. He has lost a lot of blood. He looks like he is a t deaths door.Chris doesn't want to believe she is dead. He moves off towards the stairs.

Ord watches as Chris moves off towards the stairs. He looks around. He's lost Gordon and he can't see Harry.Harry pops his head up from behind a low wall. He sees Chris crawling. There's a gun shot from Stevo and Ord is forced down again.

Steve looks up and sees the staircase. He starts to climb. He makes a better job of it than Frank. Chris looks over the top of the stairs. He sees Vernon at the end of the corridor. He looks like he might be dead. Chris takes aim at the man. He checks his ammo. Two shots. He puts the pistol back in its holster. He starts the long journey. Slowly moving hand over hand making his way forward.

Justine crawls back through the door as quietly as she can. She scans the warehouse. There is one way out of there and that's through the back door. She looks to it. She crawls along the edge of the warehouse.

Vernon is not dead. But he is very badly injured. He is breathing but in a very shallow fashion. We see Chris in the distance moving towards him. Vernon opens his eyes for a moment and looks at the shot up door that was between him and Frank.

Ord looks to the upstairs and then spots cabling coming out of the office. It's the phone trunking. He sees it goes to a box before going outside. He looks around and then makes a break for it. He shuffles forward, keeping a wary eye on the South pillar.

Stevo is winking in and out of consciousness. He sees Ord but can't get it together to fire on him. He lifts his pistol and then gives up.

Back inside the main warehouse. Justine looks around. She can see the van and the AR18 Boxes. She moves away from them towards Jimmy's pillar.

Chris crawls along the floor, slowly slowly. He stops for a moment and gets a pack of sweets out of his pocket. He eats one. Then he starts again.

Vernon registers that Chris is moving up the corridor. He looks around slowly with his eyes. Where did he drop his gun? He sees it. Just out of reach. He sucks his cheeks for a bit of sustenance and considers his options.

Chris can see more clearly now. Vernon has been shot and burnt and is slumped against the wall. His pistol is about a metre away from him.

Vernon gets himself ready for his attack. He will only get one go at this. He breathes in and then launches himself towards the pistol. His body hits the ground with a thud.

Vernon's sticky bloody fingers grapple for the pistol. It's a monumental effort. Eventually he grabs hold and brings it to bare. He pulls the trigger. The gun kicks out of his hand.

Chris is showered in plaster and dust as the bullet tears into the wall. He aims his pistol and fires. The bullet hits Vernon in the side.

Vernon scrabbles for the fumbled weapon. He grabs it and turns and aims. He can't miss at this range. He pulls the trigger and hears a sickening click. The gun is empty.

Chris has one last shot. He takes it and shoots Vernon in the nose. Vernon slumps down - finally dead. Chris moves towards him and goes through his pockets. He has extra bullets for his gun and a packet of peanuts. Chris devours the peanuts.

Up ahead, Justine can see the fallen body of Jimmy. She crawls over towards him.

Chris kicks in the door to the office. He crawls in through the hole. He looks up and is startled to see the dead body of Frank. He seems to be staring into space. Chris looks at him for a beat, He can't believe it's ended like this. He shuffles over and closes Franks eyes. Chris recites a poem.Chris gets to the telephone. He dials.

Justine gets to the pillar. She picks up Jimmy's carbine and drags it with her. Jimmy's body is propped up in the corner. He is DEAD. In his hand the picture of his wife and kids. Justine goes through his pockets. She hears a smashing noise and looks up. She can see Ord ripping out the telephone junction from the wall.

The 72 Plymouth Fury and the van are still parked up outside. A third car pulls up. A man in a leather jacket gets out. He looks around the vehicles. He walks over to the warehouse.

We see the man now. Leary. 29 tall. Confident. He strides along. Cigarette in his mouth. He looks in door ways.

Justine picks up the M1 carbine and lays on the ground and takes aim. She looks down the iron sight. She swipes the carbine across from the AR18 boxes to where she felt the sound was coming from. She sees Ord in the distance. He is standing by a cable box. She takes aim but too late he drops out of view. Black

Justine opens her eyes. She has passed out. She struggles to bring herself around. Her eyes start to droop. She is passing out again. Her head nods down. Unconscious. Blood leaks from underneath her.

Leary enters through the dead-locked door. He sees Gordan's body on the floor. He stops in his tracks. He pulls his pistol and looks around. He finds a bit of wood and prods at the body. He examines the wounds in his head. He looks back to the door. This is a life or death situation. Move forward or run away. Leary is just not the sort to go back. He carefully moves towards the next door. He sees the blood and bullet marks on it. He sees the blood drag marks on the floor.

Leary enters the warehouse. He sees the van parked up in the middle. He looks cautiously around the warehouse. It's dead quiet. Nothing is stirring. He sniffs the air. He detects a bit of cordite.No sign of life.He moves cautiously into the Warehouse. He looks around. He sees Martins' body away off. He stops. He looks around. He can see the money on the floor near Martins' body. He moves towards it.

Chris has heard Learys' voice. He makes his way towards the window. He can see Leary. He spots what's about to happen. Harry is hiding behind a pillar. Chris bangs on the glass.Leary takes a step forward and looks around. He steps forward again and Harry swings a tyre iron into his shins. Leary falls and drops his gun. Harry leaps forward and crushes his head with the tyre iron. Leary lays there twitching.

Ord looks over to Harry. He looks over to the stairs. He wonders if Chris will come back now.

Chris looks down distraught. He pulls himself through the door and makes his way back to the stairwell.

Harry goes through Leary's pockets. He can't find anything worth keeping. Harry lays there for a moment thinking. He grabs the money. Harry pulls himself towards the Chevy.He inches slowly towards it. Pushing the money in front of him. Blood loss is affecting him now. He looks ahead, his vision drifting in and out of focus. He stops for a moment to catch his breath.He tries to fortify himself. There is only him now and this task. He slides forward about an inch with each effort. Behind him he leaves a slick of blood.The van starts to loom ahead of him. He looks at the shiny chromium trim. Notices the crusted dirt on the underside of it for the first time.

Harry arrives at the van. He huffs and puffs heavily. He rolls himself onto one side and uses the van as a backstop to slide himself upright. He looks around woozily. He knows that he is very vulnerable at this point. He also knows he has no choice. This is going to happen. He hesitantly reaches up with his hand. It touches the cool metal of the van. He reaches up further and his hand gently touches the door handle.

Ord takes aim with his automatic. He tracks Harry between the crosshairs of this pistol. He pulls the trigger. CLICK The gun has jammed. Ord puts the safety on and drops the mag. He turns the gun over but nothing drops out. He pulls the rack back and sees that two bullets have jammed in the breach. He tries unblock them but they are totally stuck. He grimaces. Fuck. He starts to strip the gun down.

Harry grasps the handle. He waits a moment then flexes his muscle to see if he can lift himself from the ground. He grimaces. Its going to be a massive effort.He pulls himself onto his knee. Then slides up the side of the van door. He sees himself in the wing mirror. Like a waxy ghost. He is standing now. Holding himself up with the door and wedging himself in with his good leg.

Ord is putting the pistol back together. He is almost there. He looks up and sees Harry at the van.

Harry licks his lips and digs in his pocket for the van keys. He retrieves them and slots them in the door lock. He quietly turns and hears the door click open. He pushes with his weight to get the door to swing open. He takes the keys out of the door lock and puts them in his pocket. He grabs the briefcase with the money and throws it in the van. Harry shuffles around the open door and crawls up a step toward the cab. He crouches in the well of the door step and then forces him self up into the seat. He lays for a moment with his legs dangling out of the van. He looks towards the driving seat and steering wheel.

Ord finishes putting together his pistol. He takes aim. He pulls the trigger. Nothing. He still has the safety on. He un- clicks it and takes aim again.

Harry starts to crawl across the two seats in the cab toward the driving seat. As he struggles his feet bash against the door of the van The wind shield shatters as Ord fires at the van. Glass covers Harry.

Stevo is winking in and out of consciousness. He hears Ord firing. He sees Harry's feet sticking out of the van.Stevo rolls onto his knees and uses all his strength to bring his pistol up and take aim at Harry. He can't see his body - just his legs. He aims for a minute then stops. The pistol is too heavy. He tries to get something to rest his aim on.

Harry wriggles across the seats and grabs the steering wheel with his right hand. He pulls himself forward. His feet disappear into the Chevy. The side window shatters as another bullet hits it.

Stevo realizes that his chance has gone. He drops his pistol down for a moment conserving energy. He looks very pale.

Harry gets into the drivers seat and puts his hand in his pocket to get the ignition key. As he pulls his hand out we see it is slick with blood. He tries to select the ignition key from the bunch. His hands are slippery and it takes him a few attempts to separate the keys. He finally finds the key and puts it in the ignition. He turns it. The engine grinds into life. Harry allows himself a little smile. He is very weak now.

The windshield breaks again as Stevo shoots it. Shot low it exits the roof of the van. Harry tries to dodge but it's more of a reflex action. Harry puts the van into gear and the tape deck jumps into life. John Denver's "Annie's Song" (this is followed by "It's Up to You" "Cool an' Green an' Shady" "Eclipse") Harry puts his foot down on the accelerator and lurches forward. A second bullet hits Harry in the chest. He slumps back in his seat and grips the steering wheel. The Chevy is now moving at a snails pace. Harry slumps over the wheel. The Chevy starts to turn toward the South pillar in a lazy wide circle.

Stevo is finding his range now. He takes another shot. This puts a hole through the side of the Chevy.

Harry is hit and slumps forward. The Chevy rolls on in a circle.

Stevo watches as the van moves slowly around the pillar. It's a wide arc maybe 1000 metres. He sees Harry inside the van trying to raise his pistol. The van starts to come closer in an elliptical circle. Closer and closer. Stevo can hear the music now getting louder as the van get closer.

Harry is holding on for dear life. He rests his gun on the door and fires at Stevo. He misses. The music is very loud in the van.

Come let me love you Let me give my life to you Let me drown in your laughter Let me die in your arms

Let me lay down beside you Let me always be with you Come let me love you Come love me again

Stevo sits against the pillar as the van loops near and then moves away.

Chris enters the warehouse again. He looks about. It looks empty. He sees the van slowly driving around in a circle.

He moves carefully back towards the South pillar. He has to time his movements so he is not run over by the van. He sees the dead eyes of Harry as it passes.

Chris crawls over to where Stevo is. He gets behind the pillar. There is a lot of blood. He sniffs the air. Stevo is dead. He takes his gun and puts it in his pocket. He looks over to the AR18 cases. Nothing is moving. Chris sits there for a moment gathering his thoughts. He looks over to the upstairs windows of the offices. He can see a red glow of fire. Suddenly water sprinklers turn on.

Water hits Justine's face she comes too. She looks up and sees the water pouring over the warehouse.

Harry slumps off the stearing wheel and the the Chevy changes direction. It drives towards the far wall and stops. The music still plays. Blood drips from underneath the truck, drip - drip and then stops.

Ord looks up at the water and shakes his head.Ord slips his pistol in his belt and starts crawling over. In the distance John Denver is playing "It's up to you"

Chris watches Ord approach. The water is still pouring. Ord reaches the pillar and props himself up and looks over to Chris. He looks at Stevo.They both smirk in a resigned way.

Chris and Ord stand up and support each other. They hobble towards the van. Splashing through the puddles of water that have now formed. They eventually make it to the van. Chris reaches in and turns the music off. John Denver stops singing. Chris takes a breath. He looks at Ord and smiles. They might get out of this yet. Suddenly a shot rings out. Ord is hit in the face, the back of his head exploding across the van panel. He starts to slide backwards. A second shot finds Chris. Chris is hit in the chest and slides down the side of the van.

Justine watches as the two men collapse. She watches as the smoke drifts across the warehouse. The fire is taking hold now.

Chris looks up at the water coming out of the sprinkler system. He smiles as it hits his face.

Justine uses the pillar as leverage and manages to get to her feet. She slings the rifle under her arm pit and uses it as a crutch. She hobbles forward. Smoke is blowing across the warehouse now.

Justine approaches. She sees the bodies of Ord and Chris. Chris is still alive. He looks up at Justine. He is dieing.Justine looks sad. She looks over to his body.Justine nods. She takes the money out of Chris's limp hand.Justine puts her sunglasses on and turns to leave. Chris smiles and watches her go. He liked her. Chris talks to himself.

Justine limps forward. She holds the money. She is determined to survive.She moves towards the shuttered door exit. Suddenly the roller comes up and she is bathed in light. She shields her eyes. Out of the light steps a fireman. Behind him a fire engine. They run in to fight the fire.Justine stands there for a moment. She looks back towards the camera. 'This Old Guitar' By John Denver plays

Life means all that it ever meant. It is the same that it ever was. There is absolute unbroken continuity. Why should I be out of mind because I am out of sight?

I am but waiting for you. For an interval. Somewhere. Very near. Just around the corner.

It 's raining like hell . Flashes of lightning reveal momentary glimpses of a decayed urban/industrial landscape . Far below us , a mysterious glistening wet rock lies engulfed in the drowning earth . We descend toward the rock . Sporadic flashes of lightning distort our perspective of the stone . It looks strangely beautiful , like a diamond stuck in the dark mud . Closer . Closer . Suddenly , STRONG MALE HANDS cut across the frame and wrench it free from its muddy grave . Even closer . And we discover that the underbelly of this beautiful rock is teeming with every kind of slithering repulsive insect . FLASH ! * Lightning obliterates the frame . -LRB- * FLASHES OF LIGHT from lightning , car headlights , photographic strobe units and flashlights are used throughout the following sequences as recurring transitional devices . -RRB- CITY STREET EXT. . NIGHT We can barely see the darkened street in a run down part of an inner city - what we can see looks half demolished . Flash ! Through chain link fencing , the blinding headlights of a 70 'S CHEVY arc into frame . For an instant we see the fleeting image of a PRETTY TEENAGE GIRL . On her feet a pair of bright red high heeled shoes . The Chevy pulls up next to her .

FLASH ! An oncoming car 's headlights streak across the beat up Chevy 's windshield . revealing . THE DRIVER , 45ish , as he leans across the passenger seat and opens the car door . The pretty teenage girl slides into the car . Dressed only in a skirt and T - Shirt , she 's soaked to the skin . Make - up runs down her face and her hair sticks to her bare shoulders . She seems nervous . scared even .As she closes the car door the man notices that her hand has been injured . It 's bound with coarse white toweling and stained with blood . In her other hand , she clings tightly to a cheap yellow leather purse . He reaches forward and puts his hand on the gear - shift , the back of his hand brushing against her leg , she moves away . He slides the gear - shift into drive . Another car 's headlights flare the windshield as he pulls out into the night .

Suddenly . a powerful photographic strobe light ignites ! Revealing a decrepit warehouse interior . Silhouetted briefly against the paint chipped walls are two figures : A man , BRIAN KESSLER , 25 , short chopped hair dressed in black on black , and a woman , CARRIE LAUGHLIN , 25 , short black hair and tight black clothes . Carrie holds a 35mm still camera , an umbilical cord runs to a strobe light . Brian holds a flashlight in one hand , a tape recorder in the other . He begins speaking into the tape recorder .His flashlight scans the ominous environment . Carrie takes flash photo .

Her father worked the night shift here. Most nights he'd bring her with him.

This is it. This is the where he'd take her whenever he had the urge to molest her.

Of course! Nobody would have heard her cries over the noise of the machines.

This is where she murdered her first victim. They found his body over in the corner, shot through the head.

Imagine the anger and hatred she must have felt returning to this place. Did she use that to help her pull the trigger?

I'm talking about the mind and culpability of a serial killer. Someone who has no ability to distinguish between right and wrong should not be imprisoned, let alone executed.

Look, it's a fact, most of these people suffer from a severe chemical brain imbalance.

The answer is research and treatment under hospital supervised conditions, not the electric chair!

Okay, now you want to talk about good versus evil? Well then let's start with Adam and Eve and the snake.

Just being there where it really happened. It was different. more visceral.

Well, I sat down with my tapes and your photographs, which are great by the way. and I started writing.

Because I was there. And for a moment that night I understood how she came to pull the trigger.

Look, fuck the thesis. I think there's a book here. Your photographs and my research, together.

A book on some of the most infamous murderers in America. I want to go to where they lived and where they killed and I want you to photograph it.

What I'm thinking is, we can drop down through Tennessee, across Arkansas and into Texas, from there it's a straight shot into California.

It's either the best idea I've had in a long time. or there's way too much MSG in this stuff.

. the whole thing's going to slide into the ocean. Yeah, I know.

Beggars ca n't be choosers. They were the only ones who answered the ride share note, remember?

Oh, yeah. He had a real thick accent right outta `` Deliverance.''

`` Still? Who said anything about a still? Get ya ass up in them woods!''

Uh, we can stop somewhere if you and Adele have n't had time for breakfast, Early.

So Adele, did Early happen to mention the places we'll be stopping at?

That's a good idea. Unfortunately most of them have been executed.

The Novaks are all gone but the fence that Michael Zaruba was hired to put up is still here.

Neighbors said he was a quiet young man, who was often seen pushing the children on the swing set.

Everything was fine until the day the family ran out of work for Michael, and had to ask him to leave.

We could have been in and out of there in less than ten minutes.

. That house is part of American history now, whether he likes it or not.

Well we've come three hundred miles so far. Not a bad day's haul.

He ca n't help the way he was raised. I kinda feel sorry for him.

Look Carrie, we're gon na be stuck with these people for a week.

And all I'm saying is I think we ought to try and get along with them. That's all.

Henry Lee Lucas. Well he was only convicted of killing eleven but he claimed to have killed over three hundred.

He almost always killed strangers. Spent years moving on from one place to another. That made it real hard to track him down.

Some people think it's because he never killed again. He just disappeared back into society.

I always thought it was the work of a serial killer. Anyone who took that much time and care bisecting another human being must have been enjoying it and would have done it again. And again. Until someone stopped him.

Stop being so fucking melodramatic! If it was murder he'd still be locked up or on parole, in which case he would n't be allowed to leave the state.

Of course! The accent, the clothes, and those table manners! He's got to be a mass murderer!

You know, it would n't even surprise me if he turned out to be. a Republican!

His mother had him working in here before he was eight years old. killing animals with a sledgehammer that was bigger than he was.

When she was pissed at him, she'd beat the shit out of him and lock him in here overnight.

. Eventually the boy wakes up one morning, picks up that sledgehammer and starts hurting back.

Look. I know you're pissed off about the gun, and I do n't blame you.

Okay, it was a cheap thrill, it was stupid, I admit it, alright?

Oh come on, do n't give me that shit. you wanted to take these photos as much as I wanted you too.

Two brothers, prospectors, lived here. Up until a few years back.

They picked up hitchhikers. young men. and brought them back here.

They asked them just before they were executed why they did it. They said `` to be famous.''

We both know you did n't have to kill that gas station attendant.

Do n't do it. Early, look at him, look at his face. That's not your father.

You got ta talk to her. She looks up to you, she'll listen to you.

I'm going to try and lift the end of the piano. If I can. slide your cuffs free.

Emerging from the blackness . The same strong male hands that unearthed the rock now pulls his rain soaked jacket clear of his torso . A crude bandage wrapped around one of the fingers . The rock is slipped up under his jacket . up against his bare chest . The jacket is pulled down to conceal the rock and the faceless figure drifts away .

The beam of Brian 's flashlight sweeps through the darkness , revealing another room .The flashlight finds the corner in question . Flash ! The warehouse lights up again , revealing a huge machine room .

A male hand wipes the steamy condensation clear of his car 's front window . The windshield wipers swipe incessantly at the constant sheet of rain beyond .The driver fidgets blindly with the various levers and knobs . He finally manages to get the defroster and heater to work . The girl leans forward into the stream of warm air .She closes her eyes , lets it blow across her face . He watches her . His eyes linger on her body .She pulls her wet hair off her bruised face and gives him a nervous smile .He throws a curious look at her , then back to the highway .

Brian 's flashlight moves around the room .The flashlight continues to search through the darkness .Another flash !

Very close on the girl 's yellow purse . as the metal zipper is pulled open . The driver notices her opening the purse .The driver watches as she reaches into the purse . out a soggy pack of matches . She looks at them . I look to the driver .He pushes the cigarette lighter in to heat . Out of the corner of his eye , he sees the girl 's hand slip back in her purse . And stay there . She stares at the car lighter and . waits . The driver glances at her , then back to the lighter .

FLASH ! As another strobe light ignites . Tape recorder hand , Brian continues .Carrie snaps another shot . Flash ! The blinding flash illuminates the night rain streaming in through the fractured remains of the ceiling .Brian stops talking . Carrie scans the darkness . From the quiet . A Thunderous Roar !

Apprehensive. Let's not forget these are the people who banned the Mapplethorpe show. Anyway, California's loaded with galleries.

Yeah, well Brian's got'til the end of the summer, then I'm outta here.

Oh, I do n't know. I think that once I dye my hair blonde, buy a string bikini and cultivate that tan. I could be veggin' out with the best of'em.

If I have to listen to one more `` tweed'' talk about his dissertation, I'm going to throw up.

Yeah, same old shit. Too graphic. not suitable for mass consumption. one of those. I forget. Who cares.

Christ Brian I'm dying here. you are too, you just do n't know it yet. You're too busy working on that damned thesis. And, thing is. when you finally do finish it, it's just gon na get filed away on some shelf at the University Library. then what?

Then you can write anywhere. Let's get out of here, while we still can.

No we ca n't. We can never leave once you start talking about tenure. and vacation pay. and parking privileges and. oh shit! let's just go to California now, right now, before it's too late.

Just like that. Load up the Lincoln. point it West. stop when we hit the fucking ocean.

That's half the kick anyway. Doing something you've never done before. Experiencing something. different. Something. unpredictable.

It's about fucking time, Kessler! I'd just about given up on you.

Please God, we're gon na be stuck with these people for a week, do n't let them be as boring as Brian's friends. Anything. but that.

Jesus. They've probably got five bucks between them. Turn around.

You know, if you do something bad to somebody fate will pay you back by something bad happening to you.

Well, the first thing. is you need film. Preferably black and white.

You mean because I object to having somebody take off their shoe and scratch their foot while I'm eating I'm prejudiced?

Feel sorry for him? Obviously you did n't get a whiff of that sock?

I'm telling you he's nearly broke and we're going to end up paying for those two.

you believe that tattoo? Looks like he had another girls name there and carved it out.

The same thing that's been `` wrong'' the whole trip. Your good buddy Early.

Yeah, and you should've seen how terrified she was that he'd find out. He beats her.

. but only when she `` deserves'' it. Did you know he was in jail?

He told her it was for carrying a gun, but the truth could be murder for all we know.

I'm scared. A week ago you would never have even thought to pick up that gun. This afternoon you're out there wielding it around like Clyde fucking Barrow, for Christ's sake! What's with you?

Wrong! I was willing to do whatever it took to get you up off your ass and on the way to California. There's a big difference.

Brian get him out of the car. Next gas station either he leaves or I do!

What the fuck is wrong with you Brian!? If you'll stop taking notes for once and open your eyes. you'll see that he is a homicidal fucking killer. He is. for real!

I'll do whatever you want. You want me to go with you, I'll go with you. Just do n't kill him.

I know I'd love to smash this bottle right in your fucking face.

A Blinding Flash ! As . a semi - trailer crosses paths with the 70 'S CHEVY . Close on the girl . An intent expression on her face as she watches and waits . for the cigarette lighter to eject . His hand reaches deeper into her purse . The Driver tenses as he sees this . Suddenly . POP ! The lighter ejects . The Driver reaches for the dash . The girl hurriedly lifts something out from inside the bag . The Driver yanks the lighter out . and whips a look to the girl .

Brian 's flashlight sweeps across the shadowed remains of the rafters and catwalks . Scanning . Listening . Brian and Carrie glance tentatively at each other . Then slowly Carrie lifts the portable strobe unit upward until it is pointing into the rafters . Carrie fires a shot , triggering a brilliant Flash ! Flash ! Out of the inky black . The glistening wet rock emerges , hurtling downwards . Tumbling end over end through the night rain .

The girl pulls a pack of cigarettes out of her purse . She looks curiously to the driver whose hand is trembling slightly .The girl reaches out , steadies his trembling hand . and pulls the red hot coil to the cigarette between her lips . When . in a THUNDEROUS CRASH ! The glistening wet rock comes smashing through their windshield !

The CHEVY brakes . Skids across the rain - slicked pavement and turns a somersault , landing upside down on its hood . ANOTHER ANGLE : CLOSER The CAMERA DRIFTS ACROSS the fractured front end of the overturned CHEVY . The twisted hunk of metal hisses . steams . groans . The front tire spins lazily to a halt on its mangled axle . IN THE BACKGROUND - HIGH OVERHEAD We see a man standing on a highway overpass . He 's leaning on the railing and calmly looking down at the wrecked car . CLOSER EARLY GRAYCE , 25 , athletic build , big watery eyes , jet black hair , stands by the railing . Rain streaks down his expressionless face . He dropped the rock . EARLY 'S POV - THE 70 'S CHEVY Lying in the deserted highway . The Driver crawls out covered with blood . Still clutched in his hand is the car cigarette lighter . Its red hot coil extinguishing quickly to a faint glow . ANGLE : CLOSER ON EARLY Calmly looking down with no pity . Even closer . Water running down his face . Closer yet . On his eye . And right into the dilated pupil . As we enter it - it 's like being in a dark winding tunnel filled with the hum of dynamos and the loud rhythmic pumping of powerful machinery . FROM SOMEWHERE IN THE BLACKNESS The distant echo of a Woman 's voice .

Still hearing the whine from some tremendous dynamo , we emerge from the inside of BRIAN 'S RIGHT EARDRUM , pulling back far enough to see his face .Brian is distracted , distant , not paying attention to the game of `` Twenty Questions '' that he is playing .NEW ANGLE A small party in progress . Graduate student types , smoking , drinking . The usual . Carrie and Brian stand out in this group , their look is more stylized , their attitude less complacent . Carrie , in particular , looks restless .Carrie tunes in and pays attention to the game .Brian 's eyes dart to Carrie . The look on his face tells everyone she nailed it . Brian gets up to get another drink . Several people laugh , amazed that Carrie knows Brian so well .Carl looks over to Carrie . She gives him the finger and a cheeky smile . CAROL , sitting next to Carrie , asks .Carrie watches Brian disappear into another room .Carrie lights a cigarette . Her frustration is showing .She gets up and begins weaving her way through the crowded room . Carol follows .Carrie and Carol share a strained laugh . OMITTED Sequence omitted from original script .

Because you've been living with him, and his thesis for the last year and a half.

Listen, Eric's been `` finishing'' his for over three years now.

I'm sorry, but I just ca n't see you veggin' out in LA - LA LAND.

Yeah, until it's your mother's head they find in the refrigerator.

`` Looking for someone to take turns at the wheel and share expenses. on a week long cross country blue - highways tour of historic murder sites.''.

You got ta be kidding. Who in their right mind would want to do that?

The room 's crowded with people . There 's a lot of noise - `` shop talk , '' banter . Clipped conversations overlap , as we find Brian with his friend Eric . They are in the midst of making a blender of margaritas .Eric dumps in a handful of ice cubes as Brian pours in the booze .Brian pours in the rest of the bottle .Eric looks for triple sec in the cupboards . PETER overhears them on his way to the refrigerator .He pulls open the refrigerator door and grabs two beers . Carrie steps up behind Brian .Brian turns to see Carrie now behind him . She wraps her arms around his neck .Peter finds triple sec in the refrigerator .Eric takes the triple sec from Peter and pours some in the blender . He turns it on . It whines .

Oh, here we go again. Let's just lay it all at the altar of misfiring synapses, amok biochemicals and horrendous childhoods.

Label it anyway you want, the bottom line is these people are evil, plain and simple.

A relic from the fifties with large glass windows . The rain has stopped but the streets are still wet . Early 's piece of shit Grand Prix pulls into the lot . He gets out and walks into the diner .

The place is almost empty . Early , still wet from the rain , walks to the counter and sits down . He calls out to the kitchen .The only other customer is an OLD MAN , sitting at the counter nearby nursing a cup of coffee . His face half hidden under a rain soaked hat . Early selects a tune from the countertop juke box . OLD MAN 'S POV Out of the corner of his eye he sees a bug -LRB- from the concrete block -RRB- crawl out of Early 's sleeve and onto the counter .Early gazes at the Old Man curiously , then calls out to the waitress .Early notices the small bug crawling across the counter . He leans closer to it and watches it . After a moment , he THWACKS it off the counter with his thumb and finger . The bug lands on the hot iron griddle with a SIZZLE ! EARLY glances at the Old Man again . then scoots over one stool closer to him . Early seems curious to want to get a glimpse under the brim of the Old Man 's hat . IN THE BACK KITCHEN AREA The waitress is bagging Early 's order to go . when the front door slams shut ! FRONT DINING AREA The waitress re - enters the room . It 's empty . Neither the Old Man nor Early are there . With Early 's food in hand , she makes her way along the rear of the counter toward the front door . She glances around curiously . On the griddle , the remains of something black and charred smoulders . Closer to the entrance , she stares at the front door . The sign that hangs in its window has been turned . the backside which faces her reads `` OPEN . '' AT THE FRONT DOOR She wonders about the sign for a moment , then stares curiously out the window . not a soul in sight . She locks the door and begins closing up for the night . She turns to make her way to the rear of the diner then notices something . Slowly she moves along the side wall , past a number of highbacked booths . HER POV Sitting on one of the funky old leather seats in a booth are a pair of RED HIGH HEELED SHOES -LRB- the same pair worn earlier by the Pretty Teenage Girl -RRB- . The Waitress glances nervously about the interior . No one in sight . AT THE BOOTH She reaches down slowly and picks up the pair of shoes . Looks at them closely . Stares at the inside lining . Then suddenly out of the quiet . a voice .The Waitress spins a startled look to the booth beyond hers ! Early leans out from behind the highback partition .The Waitress . smiles , nods shyly .This is ADELE CORNERS . She 's 17 , pretty , uneducated and Early 's girlfriend . She steps over to him , gives him a kiss , then sits down on the seat across from him . She starts to try on her new shoes .She passes the bag to Early . He digs in . Between bites , he glances over to Adele who 's enthusiastically pulling on the new shoes .

The Antichrist'll be a woman, in a man's body. Seven heads and seven tails.

I feel kind of like the wizard of oz, you know when she gets the red shoes.

What are you doin' here? I ai n't supposed to be at the Parole Office'til tomorrow, two o'clock.

I ai n't got nothing against God. It's the people he let come into the world. lot of them should have been stopped at the door. What are you looking for?

Maybe down to Texas. Probably get some work on them offshore oil rigs. Hear the pay's good. hell, the weather's got to be better'n here.

You oughta think about putting a bag over your head. Might cure them hiccups.

Well. for one thing. They think faster out there, on account of all that warm weather they got ; cold weather makes people stupid, that's a fact.

Yeah, and in California you never have to buy fruit'cause it's all on the trees everywhere you turn.

. and, ` course there ai n't no speed limit out there, and all drugs are legal. And I heard your first month's rent is free ; state law. I figure'til we get settled we can just move around month to month.

Well. the very first thing we're gon na do. is get us a couple of six packs of Lucky Lager and climb up on toppa' that famous Hollywood sign and howl at the moon.

Bull. That ai n't right. Government sends people there all the time, just do n't want us to know about it.

Well, it's like this, Bri'. I do n't eat much in the mornin', never have. Maybe a beer once in a while ; Lucky Lager's my favorite.

Oh. I do some work up at the Merrick Mirror factory, or I used to.

Here you go Bri'. Got a couple a bags of chips and some jerky, just holler if you want some.

Forget about it Bri'. I would n't be surprised if that Karma thing do n't come back and get him.

Can you believe thirty bucks for this room. for what? A lumpy mattress, that crummy TV and a crapper.

Hey Bri'. ah. You do n't want to go in there. It's a real mess, if you know what I mean.

Well I'll just bet he's still alive. Old, livin' in some trailer park or somethin' somewhere, but still alive. Thinkin' every night ` bout what he done. Goin' over and over it in his mind. How smart he was for getting away with it.

I read there are a lot of them out West, mostly in the desert. They say if you know what you're doing, you can travel anywhere in the Universe in a matter of seconds. Would n't that come in handy?

Shit, it ai n't hard to play pool. I can teach you everything ya need ta know.

That's what we used to call a beer when we was kids. Beer spelled backwards.

Well I probably drunk more than my share, anyway. you go on an' have it.

You know those doors I was talking about? Found two of them back in Kentucky. Shit, I was n't even looking for one the first time. Me and the boys are just swingin' our sickles by the side of the road, and I turned around and there it was. this door with this bright blinding white light all around it. course I'm thinkin' I must be sunstroked or somethin'. so I close my eyes figurin' I'll count ten and it'll be gone right. so I'm countin'.

. 1 - 2 - 3 - 4 - 5. an' I'm ` bout ta piss myself right. - 6 - 7 - 8 - 9. 10. An' I open my eyes slow, spectin' it wo n't be there right.

Sometimes. Do n't know why it is. I get so hot I ca n't stand it. I just start sweating like a dog. You ever get like that?

and everything starts stickin' together. keeps running down the back of my legs like two rivers racin' for my boots, see who gets there first.

Bri', you're jerkin' it when you pull the trigger, hold it real steady.

Bri, I want you to keep this gun. consider it a present. Never know, California could turn out to be a dangerous place.

Tell ya Bri., I'm still a little sleepy,. think Adele and me are gon na take us a fiesta.

Go back to the car and keep Brian there. I do n't want him in here.

Think. I might just have to kill you Walter. How do you feel about that?

Tell you what Walter, you lie down there now. You make sure you stay put for a while after we leave. Okay?

You think I'm goin' to kill you. Well that'd make me a liar then would n't it?

Hate to be an Indian - giver but I'm gon na have to ask for my gun back.

You two just cooperate and do what I say, and we'll all arrive safe and sound in California, as planned. unless, of course, Adele do n't kill us first with her driving.

And just what exactly are the Chinese doing here in the middle of the American desert anyway? Didja get the beer?

Oh hell, I'm sorry Bri. Adele, honey, untie Brian, he's starving over there.

Is it just me, or has this whole trip been goin' downhill ever since we ran outta Lucky Lager?

You wan na tell me how'n the hell you gon na write a book ` bout somethin' you do n't know nothin' ` bout?

No way. I guarantee you he was breathing when I walked outta there.

. Hand me Brian's map there Adele. One day I'm gon na pass some store and see your book in the window. Me and Adele gon na buy a copy for our coffee table.

You want to know about my daddy, I'll tell you about my daddy, Bri.

I know that. That there is a policeman in a world of pain. And this is what you call a mercy killin'.

Darlin' you were ` bout that far from spendin' the night at the morgue. You understand?

Hey Bri. You ever stop to think that if you switched the two letters in your name.

Have you seen this one? That do n't leave much to the imagination now does it?

Well they say there's room fur all kinds in California. and that's where we're gon na be this time tomorrow. California.

Peaches! Come on back here. There ai n't nothin' for you to be afraid of.

I seen the way you been lookin' at me since we met. Snappin' my photo when you thought I was n't lookin'. Wanting me.

Sick. some people might say takin' photos of me and Adele humpin' in the back of the car is sick.

But I'll tell ya. when we get to California, we're gon na have to do something ` bout that gutter mouth of yours.

Howdy, my name's Early Grayce and this is my girl Carrie. I hope you do n't mind us bargin' in like this but a. we was on our way to California when our car broke down, and.

Well. it's gettin' pretty rough out there, so if it's all the same to you, we'll be staying the night.

You wan na know how I'm feeling'? Well I'd say I'm feelin' pretty damn good.

Or maybe you're feelin'. powerful. That it, you feeling powerful? Superior? I know I am.

What? Am I angry with my daddy? Now why would I be angry with my daddy. you're the one hit me with the shovel. And you're the one's gon na wish you had n't.

He said, if he ai n't got the rest of his money by the end of the month, he's gon na `` kick us the.

I guess that'd explain why there's so many stupid people around here.

You know. I read once. Ai n't nothin' on that big old moon ` cept some old golf balls those astronauts left behind.

We should n't be doin' this, Early. You leavin' the state, ridin' around with strangers. besides, what kinda people would want to stop at places where other people was murdered.

It's because of what he read in a book once. That folks needin' breakfast is a myth, or whatever, put out by those cereal people.

One night we figured out how much bad luck he must have comin' from all them mirrors he broke.

Four hundred and ninety four years to work it all off. After he dies, he'll have to keep coming back to earth over and over and over.

I like things in color, pink, purple, and red. I dunno, black and white is kinda. boring.

I've heard of that! It's where Dolly Parton has her park. `` Dollywood''. I just think that's so clever. Hollywood. Dollywood. Get it?

Hey can we go to that Chinese restaurant when we get to Los Angeles? You know, to see all them famous footprints?

I was hitchhiking' one day and he picked me up. At first I was n't gon na get in on account of his car was in such sorry shape. I said, `` I ai n't never seen a white man drivin' a car like this.''

An' he said right back, `` You should n't judge by appearances little lady. this vehicle might just be a flying saucer disguised as a car, for all you know.''

Well, I got in and we got to talkin', and the next thing I know, I'd moved in with him in this old trailer.

Hey! Would n't it be something if we all ended up sharing a house together in California?

Sorry. Boy I'll tell ya, if Early found a picture of me like that I'd be black and blue for a week.

Well. You're wrong. I ai n't saying Early ai n't never hit me. but he never hurt me.

. When I was fourteen years old three boys raped me in the back of a truck, and beat me so bad I was in bed for almost four months.

. I feel safe with Early, most the time he treats me pretty good. And I know he would n't let nothin' like that ever happen to me again.

My momma's a beautician. Guess that's where I get it from. She would n't hear of my moving in with Early. on account of his just getting out of jail and all. Ai n't seen her in nearly a year now. I wish she'd call me, just once.

My daddy always took sauerkraut juice and tobasco sauce for a hangover, mixed in one egg not two, and some tomato juice.

Lost my purse. Could you help me look for it? It's probably under the seat.

It's Chinese food. It was the only place open. You said you was starving, you'd eat anyth.

Early did n't kill nobody, he would n't do that. I do n't know why you're saying those things. You ai n't my friend.

I luv' cactuses ` cos they're so strong. Do n't need much care really.

. You can forget about'em forever and then look at'em and they're doin' even better than before.

There ai n't nothin' can kill'em. They can live for two even three hundred years.

There ai n't nothing we could do. Once Early sets his mind on somethin', well thats the end of that.

You've got beautiful cactuses here, I just love'em. My momma used to keep a garden.

Early, Mrs. Musgrave has the most beautiful little guest house out back and. well, no one's stayin' in it. it's just empty. And she said if me and you wanted to, well maybe we.

I changed my mind, Early. I'm not gon na climb up that Hollywood sign with you. I decided. I think your mean, and you hurt people.

A door swings open spilling light into a darkened room . Brian and Carrie , a little drunk , return home from the party . Their apartment is in an old converted industrial building in a funky low rent part of town . Brian walks ahead , Carrie trails behind him , peeling off her clothes . She begins unzipping her dress , unnoticed by Brian .She grabs a leather cap that sits on a chair .Carrie 's dress falls to the floor .Brian is at the foot of the bed , he turns to see . Carrie has transformed . She has stripped down to her black bra and panties , fishnet stockings , a nightporter style leather cap . A surprised Brian stands there a moment . Looking at Carrie . She looks great . OMITTED Carrie pushes Brian back onto the bed . OMITTED Carrie climbs on top of him . She kisses his neck . Slowly starts working her lips across his chest and down his stomach .

Through the soot tinged atmosphere , sunlight filters in past the curtained windows . Early is lying face down in bed , his right arm extended over the side . Adele is in the kitchen half dressed , and unsuccessfully attempting to iron one of Early 's shirts . She realizes the iron is out of water , she sets it down and steps to the sink and fills a glass with water . As she does she glances at a cactus on the counter . OMITTEDOMITTED She waters her small cactus -LRB- Lucy -RRB- .NEW ANGLE - THE REFRIGERATOR Adele smiles then notices that a photo held to the fridge by a decorative magnet has fallen to the floor . She picks it up .Adele puts it back onto the fridge . It is a photo of a young Early with his mother . In the photo Early appears to be about ten or eleven . he stands next to his mother . Her arm is draped over his shoulders , she is holding a drink . A cigarette butt dangles between her fingers . Nearby a portable radio is tuned to music , when the local radio jingle comes on and segues to the news . NEW ANGLE ON EARLY A handkerchief bandana is tied around his head and over his eyes . The NEWSCASTER 'S voice gets louder .CLOSER - EARLY 'S FACE Slowly he reaches to his face and lifts the bandana up off one eye . Even closer on his left eyelid . It flutters . pops open and blinks . Now . his eyeball stares right at us . The pitch black pupil contracts in the morning light . The newscaster 's voice continues to amplify .The newscaster 's voice quickly fades away . Early calmly closes his eyes and drifts back to sleep .

two more victims last night, when a twenty pound rock smashed through the windshield of their car.

This was the third such attack in the past month and while an extensive police operation is underway. no arrests have yet been made.

is believed responsible for the murders of his landlord John Diebold.

Early emerges from the trailer drinking a bottle of beer . He looks around the yard , it 's full of various kinds of useless junk . He walks over to his car . Adele appears in the doorway of the trailer in her bathrobe .She glances around to make certain that no one 's looking , then ` flashes ' her body to Early with a giggle .Early smiles . Adele turns back into the trailer then , remembers .Early looks at the run down house next door where Diebold lives . A beat up red pick - up is parked in front .Early works his jaw , thinking .Adele nods .Early gets in his car .Early revs the raspy engine .Adele 's words are unheard as Early pulls away flinging his beer bottle at a couple of chained PITBULLS in Diebold 's front yard . OMITTED Sequence omitted from original script .

Brian enters the darkened loft interior .Brian turns the corner , he 's immediately greeted by a series of erotic images being projected on the far wall . They are slides of Carrie 's photographic work . In regard to the nature and content of Carrie 's photographic work , her photographs address the sexual collision of opposites . `` What if 's . '' The subjects of her photographs are hypothetical and highly unlikely partners . Studies in contract . Moments of passion .From across the room , he hears Carrie 's disembodied voice . He drifts toward the couch .Brian finds her slumped down on the couch . He sits down . She 's got a drink in her hand . A bottle on her lap . She continues to click through the slides . As she rambles on , it 's obvious that she 's definitely under the influence of something 90 proof .Brian can see she 's upset . Drowsy from the booze . He just watches her . Listens . Her words linger in his head .The bold graphic sexual photographs of Carrie 's continue to accentuate her comments .Brian notices an envelope on the floor nearby . He picks it up . Opens it . Inside , he finds the photographs Carrie took at the warehouse . Interested , he shuffles through them . He becomes more and more intrigued with what he sees .He glances over to Carrie . she 's fallen asleep . He reaches over and quietly pulls the drink glass from her hand .

Early 's Grand Prix has a head of steam up as it tears across the drive and hangs a hard right into his parking space next to the trailer . Suddenly , Early hits the brakes hard ! Another car is parked there .

Early spills through the doorway .Early spots his PAROLE OFFICER standing in the bedroom area snooping around . He has a prosthetic hand which he uses to search through Early 's things .The Parole Officer hiccups throughout the scene .Early notices the man looking through some of his letters and papers .The Parole Officer opens one of the closet doors , pilfers through things inside , as if searching for something . Early is getting pissed off but says nothing .He lifts his crudely bandaged middle finger .Parole Officer steps over to the refrigerator , opens it , snoops around inside .He finishes with the refrigerator and continues his search through the drawers and cabinets of the trailer .The Parole Officer ignores the question . He steps up to a sink overflowing with dirty dishes .Early dismisses the place with a glance .Early opens the refrigerator , grabs a bottle of beer .Early sits down at the table . The Parole Officer steps over to him .The Parole Officer pulls a slip of paper from his shirt pocket , sets it on the table .Early lifts his beer for another drink . The Parole Officer 's prosthetic hand snaps tight around the neck of the beer bottle , just inches from Early 's lips .With that Early looks up at the man , almost defiantly , then stands up . The Parole Officer hiccups again . Early stares at him for a moment .The Parole Officer shakes his head in disgust and walks out of the trailer to his car . OMITTED Sequence omitted from original script . BRIAN 'S DESK IN ANOTHER PART OF LOFT APARTMENT - NIGHT Brian 's in the midst of working his way through pages and pages of thesis notes scattered atop his desk . Using chopsticks he shovels Chinese straight out of the carton as he studies Carrie 's warehouse photographs . CARRIE 'S POV As we approach Brian from behind , moving closer , closer . NEW ANGLE - BRIAN 'S DESK Carrie steps up behind him . She 's rubbing her eyes , having just awakened . A hangover beckons . Brian notices her .Carrie grabs his container of Chinese and takes a few bites . Listens .Carrie glances over his shoulder at his writing .Brian reaches down to the floor and pulls a large map of the United States up and lays it out on his desk . He traces a route West . Along the way , specific locations have been circled .OMITTEDCarrie steps up to Brian .Brian looks at the container of Chinese in his hand . Carrie takes it from him , sets it down on the road map . Kisses him .

You're supposed to call me when you lose your job Early. I stopped by the mirror factory today, you left quite a mess behind there.

Your father was pickin' on you when he threw you out of the house for stealing the tires off his truck. The Marines misunderstood you when they gave you that dishonorable discharge.

. The police were way out of line when they stopped you from beating that bartender half to death. And no doubt God'll be pickin' on you on Judgement Day.

What are you talking about? You know you ca n't leave the state.

Hey, I do n't give two shits about what you want or do n't want. I'm telling you to be there Friday, three o'clock sharp or the sheriff will be here for dinner. You understand?

Hell if I know, crazy son of a bitch said he was thinking of moving to Texas.

Early tries to get the engine to tick over . Then . He sees JOHN DIEBOLD , his landlord , emerge from his house and begin lumbering toward the Grand Prix . The two panting ugly - ass pitbulls trot alongside their master .Early tries the engine again . Still wo n't start . Diebold , getting closer . The dogs are barking .Hurriedly , Early tries the engine one more time . It starts . Grinning from ear to ear , Early pulls away before Diebold and his dogs reach him . Pissed , Diebold grabs a rock and hurls it , hitting Early 's car . The car stops , dead in its tracks .

That's it! You tell him. I want you both the fuck out of here by Sunday or I'm gon na call the Police.

Early looks in the rear - view mirror and sees . Diebold standing there confrontational . Early throws the gearshift into reverse .

Tires screeching , the car surges toward Diebold and the dogs . Scared shitless . Diebold begins back peddling . Confused , the pitbulls bark , then follow suit . Early laughs as he stalks Diebold . Diebold jumps out of the way of the Grand Prix just as it pulverizes his portable barbecue . Early shifts it into drive and barrels out of the drive . NEW ANGLE - DIEBOLD As soon as the Grand Prix is out of sight .Furious , he turns to find Adele staring at him from the window of her trailer .Adele starts laughing , she tries to hide it with her hand .Muttering to himself , he turns back toward his house . He then notices what Adele is laughing at . One pitbull is trying to hump the other .NEW ANGLE - ADELE Peering out at him from the trailer window laughing at the dogs .

Brian pulls up in his BLACK '62 LINCOLN CONTINENTAL . The suicide doors and leather interior have seen better days . Brian locks his car and walks into the building .

Brian steps up to a large bulletin board . He sees several ` Ride - Share ' notes to various cities on the board . He pins a Ride - Share note onto the board . We see the note is headlined in red - `` CALIFORNIA ''Brian glances over his shoulder .Carol peers over Brian 's shoulder and reads the note .Brian smiles at her and walks away .She shakes her head .Carol turns to see Early .She walks away . Early 's eye catches the bulletin board , he sees in bold red marker - `` CALIFORNIA . ''

Adele steps out of the trailer .She walks carefully around the junk piles . It 's dark ; hard to see . She comes to the edge of a deep dark hole and peers in . She ca n't see anything but hears the rustling of a shovel digging .The sound of digging stops .After a moment 's hesitation , Early resumes his digging .The digging stops again .The moonlight illuminates his face when he looks up at her .Early lets out a playful howl , as Adele looks up over her shoulder at the moon .Adele smiles and begins walking back to the trailer .After a moment , Early climbs out of the hole and stands in the moonlight for a moment . We see that he 's completely naked except for a pair of high top steel toed work boots . Early gazes up into the night sky , looking at the cold white moon .

Brian exits loft carrying two bags . Carrie is also carrying a bag , and smoking a cigarette , as they walk to the car .OMITTEDBrian throws the bags in the open trunk with the other bags .Carrie bows her head and folds her hands in mock prayer .Brian throws a needling glance to Carrie and slams the car hood shut . They both get into the car , Brian behind the wheel .

Brian starts the car . It backfires loudly startling Carrie . Brian laughs .

The engine revs again and the Lincoln pulls away down the street .

PAN UP from Adele 's new red high - heeled shoes . We hear Adele speaking with an unfamiliar tone of authority to her voice .The camera slowly reveals Adele . and the fact that she is alone as she voices her concerns . Then from behind her Early approaches . Just in time to hear .Startled , Adele drops her shoulder bag . It lands on top of a couple of cardboard boxes and a beat up old duffle bag - all their possessions . A few personal items spill out of it .She kneels down to pick things up .EARLY 'S POV As Adele picks up her spilled personal possessions , Early notices her prized cactus in the bag .He angrily reaches in and grabs it .She reaches for the cactus but misses .Adele bites her lip almost crying . Suddenly , Early looks past Adele to see something , Adele turns too . NEW ANGLE The Lincoln comes gliding into view .

Through the windshield we see Early . Adele by his side .Brian honks the horn , Early waves back .ON EARLY AND ADELE

Brian stops the Lincoln and gets out . He approaches Early and shakes his hand , then Adele 's .An awkward moment as everyone just stands there . until Brian reaches for Adele 's bag .Brian picks up her bag and carries it to the Lincoln . Adele is instantly won over by the gesture - Early leery of it .

Carrie watches as Brian and Early carry their things to the trunk . Carrie leans forward and sets the trip odometer to zero . When she sits back up , Adele is standing at her window .She turns away from the window .Carrie turns back , rolls down window .She turns and sees Early reflected in the side mirror watching her . He grins at her , Carrie looks away . NEW ANGLE : FROM INSIDE THE TRUNK OF THE LINCOLN Brian crams the last of the bags in , as Early watches .Brian looks to him , Early grins and winks . Brian slams the Lincoln trunk lid shut . SCREEN TO BLACK

From the blackness . The camera rises from a pile of rubble . As it ascends we reveal Diebold 's pitbulls howling and digging at a mound of fresh earth where Early 's hole used to be . The crackling flames of a nearby fire illuminate the scene . Deep in the distance , the wail of approaching sirens . ANOTHER ANGLE Reveal that it 's Early 's trailer and car that are on fire .

Flames consume the magazine photos of Elvis and Priscilla , Farrah and Ryan , Early and Adele . Along with them , the black and white photo of young Early and his mother .

On the Lincoln as it exits the Bus Station . The camera descends toward a lone trash can , to find there , lying amidst the debris inside . Adele 's cactus .

Brian behind the wheel , Carrie riding shotgun . Early and Adele are sitting in the back seat . An awkward silence prevails . Brian clears his throat .Brian raises his eyebrow a tad , but is not really curious about it .A glance passes between Brian and Carrie . Is she for real ? CARRIE 'S POV - IN VANITY MIRROR Early motions Adele not to talk so much . NEW ANGLEAdele and early show no sign of understanding the word .Carrie glances at the odometer on the dash . THE FIRST MILE clicks over .

Everyone takes a last look at the familiar countryside . Carrie is snapping photos of the twisting concrete overpasses and the gloomy grey sky beyond .

Adele watches Carrie , intrigued by the obvious skill Carrie shows with the camera . Brian glances into the rear - view mirror at Adele .ON ADELE 'S REFLECTION IN MIRROR . then Early leans in front of her .Adele leans against Carrie 's front seat .Early pulls Adele back toward the back seat .

Police and Firemen sift through the smoking ruins of Early 's trailer . The Parole Officer pulls up in his car , he gets out and approaches a Police Officer .We see the smoldering remains of Early 's Grand Prix . In the background Diebold 's pitbulls are being dragged away by a Dog Wrangler .From inside Early 's hole we hear a voice call out .Parole Officer and Police Officer turn back toward the trailer , as people rush to the site . NEW ANGLE - OVERHEAD The camera aerials down past those gathering around the freshly dug hole to . a Laborer standing at the bottom of the pit . Alongside his shovel , we see that a man 's arm has been unearthed . LOW ANGLE UP TO THE TOP OF THE HOLE The Police and Parole Officer join several others standing there .The two men look to one another . as others begin to unearth the body .

Right, I talked to you on the phone. They say it's a torch job, that sound like your boy?

Close up , Diebold 's ring on a hand twisting open a bottle cap . Pull back to reveal that it is Early as he opens a bottle of Lucky Lager beer and takes a sip . On the back seat between them sits a brown paper bag . Adele reaches into the bag and pulls out a cheap pocket camera . Excitedly she rips open the box and pulls out the camera . She leans over and kisses Early .Early reaches in the bag and pulls out a small plastic bottle of mineral water and an orange juice .Carrie turns around , Early hands her the water . Early leans forward and hands Brian the orange juice .Then Early reaches past Brian to the rear - view mirror and hangs a plastic St. Christopher statue around it .Adele struggles to understand the camera instructions on the side of the box . She leans forward and shows Carrie her camera .Carrie deliberates her response for a moment , then .Carrie pulls a roll of film out of her bag and takes Adele 's camera to load .She pulls a roll of color film out of her camera bag and quickly snaps it into the camera .Carrie points the camera at a smiling Adele and snaps the first picture .Adele takes the camera .

Adele focuses her camera at the scenery out the side window of the car .ADELE 'S POV Road sign to Pigeon Forge .

Adele leans out the side rear window to get a better view .With that , she plops back down into the back seat .

As we see the car disappearing into the distance , we can still hear Adele rambling on .

The Lincoln approaches on a dirtroad and passes a mailbox with the name `` BAXTER '' on it . The Lincoln turns into the long driveway .

Brian begins talking into a small portable tape recorder .He glances to Carrie , who fires off several photos of the fence and yard . The Lincoln continues slowly down the long drive . Up ahead through the windshield Brian sees a beautiful old farm house .

The Lincoln slows to a halt . Carrie and Brian exit the car and begin walking toward the house . Early follows . Adele , uncertain about what 's transpiring , trails behind .Brian and Carrie turn to see . Adele training a camera on them .Brian and Carrie look to one another then force a weak smile . Early jumps in and throws a pair of devil 's horns up behind Brian 's unsuspecting head as . the shutter clicks . Brian and Carrie quickly turn their attention back on the house .An unusual bird house and a tricycle sit in the front yard . To the side of the house are the remains of an old swing set . Carrie finds an interesting angle on the swing set , with the house in the background , SNAP ! She fires off a shot .As Carrie frames up another shot , Early crosses in front of her camera . Realizing he is in Carrie 's photo he stops and poses . Carrie looks to Brian .Early is surprised that they do n't want him in the photograph . He wanders away from the front of the house . Meanwhile , Adele photographs the moment .Just then . A NINE YEAR OLD GIRL comes running from around the side of the house . She stops dead when she sees all of them . Carrie snaps a final photo .The little girl scans all their faces .The little girl remains silent . Brian rolls a look to Carrie then back to the little girl .After an awkward pause , the little girl silently crosses the yard to the porch and opens the front door .

Looking into the house through a kitchen window we can see into the entrance hall and through to the open front door . Brian waits outside on the porch , as the little girl enters the house looking for her father . Inside the kitchen , right next to the window , is a side table with a telephone and a purse on it . Suddenly . Early 's reflection appears in the window ; he has obviously seen the purse . AT THE FRONT DOOR Brian motions for Carrie to join him . AT THE SWING SET Adele watches Brian and Carrie for a moment , then loses interest . She stands on the seat of the swing and begins swinging . AT THE REAR OF THE HOUSE Early tries to push up the kitchen window . It barely lifts three inches before jamming . Through the room we see the little girl and her father step to the front door .

A MIDDLE AGED FARMER with tanned leathery skin . He is not happy . Brian extends his hand .The father says nothing and does not respond to the extended hand . Brian retracts his hand .AT THE SWING SET Adele swings higher . Her summer dress ripples in the wind . A smile on her face .

Early 's entire arm is through the opening . His shoulder presses against the window pane . But still he ca n't reach the purse . So , he grabs the tablecloth and begins pulling it toward him . The purse slides closer , inch by inch . All the while , he keeps one eye on the Farmer across the room . EARLY 'S POV -LRB- ACROSS THE ROOM -RRB- The Farmer 's back is turned to the kitchen as he listens silently to Brian .AT THE SWING SET Adele swings even higher . She 's lost in the moment . Euphoric .

The Farmer turns away from the front door .IN THE KITCHEN We see that Early and the purse have gone .

Brian is surprised . He just stands there a moment . He 's not sure whether to knock again .

Brian and Carrie walk back to the car .Brian continues on in a huff until Carrie breaks stride and stops . She pulls him next to her .Brian glances back at the house . She interrupts his glance , kisses him .They enter the car .Carrie , surprised at Early 's new found philosophical belief . She looks into her side view mirror . And sees Early smiling back at her . Carrie looks away . CARRIE 'S POV Shifts from the mirror to the house in the background . as the car pulls out of the driveway , the little girl watches from her porch . OMITTED Sequence omitted from original script .

A small roadside diner . A fair number of people inside having dinner . Adele , Early , Carrie , and Brian are seated at one of the tables . AT THEIR TABLE Carrie watches Early eat with a kind of horrible , rude fascination . He has no table manners at all . He eats with his elbows on the table , fork wedged in the fist of his right hand . All the while , he chews with his mouth open . He 's serious about his `` eating . ''Early does n't bother to respond . He keeps eating .CU ANGLE ON EARLY With a piece of bread he mops up the gravy on his plate .ANGLE UNDER THE TABLE Early 's foot itches . He tries to scratch it but it does n't do any good .ANGLE - THE GROUP As Brian folds up the map . Early takes off his boot , then his well - worn sock . Carrie 's look of disgust grows as Early brings his foot up onto his lap and scratches it while he eats . Carrie puts her fork down : dinner is over for her .OMITTED OMITTED Brian looks up , sees Carrie 's expression . Then what 's causing it . Early mops up the last bit of food on his plate . He notices Brian and Carrie staring at him and slowly puts his foot back down on the floor - then the sock . Brian picks up the check to see the total . Starts pulling his wallet out . Is n't quite sure how to bring up the tab to Early .Early winks at Brian , Carrie catches the wink . Early and Adele get up and head for the door . Adele waves goodnight .

Close on Carrie , she is reflected in a mirror . Reveal , Carrie wearing only a T - shirt is at the vanity angrily brushing her teeth . In the bathroom next to her , a bath is running . In the adjacent bedroom , Brian is in the bed working on his notes .

Carrie finishes brushing her teeth . Secretively she gives Brian the finger .Carrie glances at the bath water running in the tub . It 's rusty brown and disgusting . She pulls the plug on the bath idea .

The tap is running at the sink as Early empties the stolen purse . He adds the last few coins to a small pile of cash .Early continues to sift through all the items from the purse .

Adele starts to sing a song . OMITTED Early start sing with her . As the song ends .ON EARLY IN BATHROOM Early reaches down into the bottom of the purse and pulls out a pair of glistening stainless steel scissors .He stares at the scissors curiously , then switches off the bathroom light . DARKNESSClick , a light is turned on . Revealing .

Brian has turned on the nightstand light . He and Carrie are lying in bed .Brian turns the light off . From the blackness .Brian switches the light back on .Silence . Brian reaches out for the light . whenBrian decides to leave the light on . He moves closer to Carrie . He slides up against her backside . He reaches for her under the sheets . Kisses her neck .Carrie pushes her body up against his in response .Brian 's mouth moves down along her back . He slips beneath the sheets . From the expression on her face , she obviously approves . Yet she ca n't resist slipping in another remark .Carrie rolls over on her back . Brian moves on top of her . Kisses her stomach .Carrie reaches down and grabs two fists full of Brian 's hair . She pulls him to her . He slides up along her chest , kissing her . Things heat up . She reaches out , grasps his arms . Pulls him closer .Brian bites at her neck . She stops talking . His sweating shoulder presses against her face . She turns her head to encourage him . In the dresser mirror . she sees their shadowy reflections . Their bodies atangle under the sheets .Their reflection in the mirror intrigues her . Intoxicates her . His aggression excites her . She pulls him into her . The metal bedframe bangs against the motel wall repeatedly as they make love . Then slowly , the camera bisects the plaster and lumber divider and emerges in the next room . TO FIND Early leaning quietly against the same wall . Listening to them . As he does , he uses the scissors to cut through the crusty bandage on his finger . Then , across the room he notices Adele in bed asleep . the scissors stop . OMITTED Sequence omitted from original script .

Early exits his motel room , opens a bottle of Lucky Lager against a soda dispenser , and walks over to the motel diner .

Early enters the diner drinking his morning beer . Adele is not with him . He spots Brian and Carrie seated opposite one another in one of the booths . He walks up to their table and drops down uninvited on the seat next to Carrie .Early lifts his beer bottle in salute .The WAITRESS arrives with a menu , offers it to Early .The Waitress notices Early 's bottle of beer .She gets Early 's attention .The Waitress gives him a curious look and walks away . Just then , Brian look past Early . A surprised expression crosses Brian 's face . Early turns to see . Adele approaching the table . Her hair has been crudely chopped to resemble Carrie 's . It looks like shit .Adele smiles , pleased with Carrie for noticing . She sits down next to Brian .Carrie looks to Brian curiously . Adele is distracted by a small cactus on the window near the table .Carrie notices Adele 's ` new ' -LRB- stolen -RRB- purse . We see the wheels turning in Carrie 's head . How ? Where ? OMITTED Sequence omitted from original script .

Early walks toward the Lincoln . It is parked outside Brian and Carrie 's room . The front door is ajar , he pushes it open . He sees Carrie 's reflection in the bathroom mirror , she 's in her underwear , pulling on her jeans . Early watches her for a moment . There 's no mistaking what 's on his mind . as his eyes scan her body . Carrie pulls on her T - shirt , steps out of the bathroom and sees Early just outside the door .

Carrie turns back to the dresser and gathers up the last few things . She glances into the dresser mirror looking for Early 's reflection at the door , but he 's gone . Relieved , she turns the corner to grab her bags and finds Early standing right there ! Looking at her . He startles her .He picks up her bags and walks out of the room . Carrie watches him , then she steps to the doorway .CARRIE LOOKS BACK TO EARLY CARRIE 'S POV - EXT. . MOTEL Early places the bags in the Lincoln 's trunk . Adele sees Early carrying Carrie 's bag , Adele looks jealous .

Brian at wheel , Carrie next to him loading her camera . Early in the back seat , Adele next to him pulls out some make up from her bag , we see the little cactus from the motel lobby . She begins to put on some lipstick . Early reaches into the frontseat and grabs the manuscript that sits between Brian and Carrie .Brian looks to Early in his rear - view mirror . BANG ! The front tire blows . the car lurches . Brian reacts , pulling the Lincoln to the side of the road in a dusty halt .

Brian and Early unload the trunk to get to the spare tire . AT THE RIGHT FRONT TIRE Brian struggles with the wheel and the jack .Early takes over . He pulls off his shirt , jacks the car up and begins replacing the wheel with ease .Carrie scans the landscape with her camera . She sees Adele walking around a small roadside graveyard . She is reading the epitaphs on the headstones . Carrie fires off a few shots . Then she sees Early , she ca n't help but notice Early 's lean body . She zooms in on his muscles and prison tattoo . Click ! Early completes the task . Together he and Brian begin putting everything back in the trunk . Suddenly , from behind , Adele jumps onto Early 's back , surprising him . He gives her a `` horsey ride '' around the Lincoln . ON CARRIE She notices Early 's wallet on the ground . ON EARLY AND ADELE She 's riding him , covering his eyes playfully . ON CARRIE She picks up the wallet . BENEATH THE LINCOLN Early 's feet galloping . ON CARRIE She opens the wallet to find two one dollar bills inside . WITH EARLY AND ADELE As they come around the side of the car and to a stop in front of Carrie . She holds up his wallet . watches his eyes .She hands the wallet back to him . Something between them goes unspoken .

Early nods and Brian looks over to Carrie , making sure she heard . The four of them get out of the car .

Early starts toward the gas station store . He checks his wallet , two dollars left . Carrie and Adele lean against the car . Carrie lights up a cigarette . She watches Early to see what his next move will be . Brian removes the gas cap and sticks the gas pump nozzle in . It pumps away . CLOSE ON THE GAS METER It starts turning over . $ $ $ $ $ Click . Click . Click .

-LRB- crossing the tarmac -RRB- . with Early . His face expressionless . His mind racing .

Brian walks around the Lincoln ; checking the tires . Carrie watches Early intently . CLOSE ON EARLY He walks toward the entrance . HIS POV Inside the store he sees a video surveillance camera . It worries him . Distracts him momentarily . Suddenly from behind him . o.s. . A car horn HONKS LOUDLY ! Early turns to see a late model Mercedes behind him . He just gazes at the driver . Aggravated , the driver leans on the horn and motions Early out of his way . Early stares at the man a moment longer , then steps to one side and lets the car pull past him . WIDE ON THE GAS STATION A FAT MAN in his late thirties exits from behind the wheel of the Mercedes . Early watches him as he takes a money clip from his pocket and walks toward the entrance to the mini market .

The gas meter dial continues to go around . $ $ $ $ $ Click . Click . Click . NEW ANGLE The girls leaning against the car . Adele watches Carrie take a drag on her cigarette .Her remark gets Carrie 's attention .ON EARLY He watches the Fat Man inside the office . EARLY 'S POV - EXT. / INT . GAS STATION The Fat Man pays THE ATTENDANT for gas and is handed the restroom key .

Brian walks to the front of the Lincoln . He passes Carrie and Adele .Carrie takes a quick look to the mini - market . She 's lost sight of Early .

The Fat Man turns the key and enters the bathroom . The door starts to swing shut behind him , but . TWO FINGERS catch it before it does .

Brian lifts the hood of the Lincoln . Reaches for the radiator cap .

The Fat Man is standing at the urinal . He has a ureterostomy bag he 's emptying , when . Early 's hand hits the blow dryer . A whirring sound fills the room . The Fat Man turns his head . Early lunges at him from behind , yanks his head back and rips a switchblade across his throat !

The Fat Man clutches at his throat . Sees the blood on his palms . He looks up in shock . Early pounds the man 's head into the wall .

Brian checking the oil , pulls out the dip stick . NEW ANGLE : CU Black oil runs down the metal blade .

The Fat Man falls to his knees against the urinal . His hand grasping the lever . The urinal flushes . Water flows . The Fat Man 's blood mixes with it . The urinal overflows . The blood tinged water spills onto the white tile floor . Early pries the dead man 's fist off the lever .

Early reaches in the dead man 's pocket and removes his money clip .

Early calmly washes his hands in the beat up ceramic sink . He pulls a comb from his pocket and combs his hair in the mirror .

Brian pulls a squeegee across the front windshield . Water washes the dirt away .

Early exits the bathroom . and runs straight into Brian , about to enter .Brian glances at the bathroom door . Down below , a thin stream of the Fat Man 's blood begins to trickle out from under the door . just barely touching the toe of Brian 's shoe .Early puts his arm around Brian and turns him back toward the car . AT THE CAR Adele takes a photo of them , approaching . The attendant steps up to Carrie .Carrie points to Early . As Brian and Early approach the car , Early pulls out the money clip .Early peels off thirty bucks from the money clip . He sees Carrie watching him , Early smiles .Hearing that , Carrie climbs into the back seat . Adele climbs over the backrest into the frontseat .She climbs again into the backseat .

And change. Better be careful, looks like a bad one coming. Where you headin'?

Early is driving . Brian riding shotgun , is making some notes in his manuscript . Adele is teaching a reluctant Carrie to play a card game called `` SNAP . ''ON EARLY AND BRIANCarrie listens in as she continues to play cards with Adele .Brian picks up his tape recorder .Brian hands Early the hand held tape recorder .Carrie is chilled by the intensity of Early 's remark . She watches him out of the corner of her eye . SMACK ! Adele 's hand hits the pile of cards and she wins the game . Startled , Carrie turns back to Adele .Brian puts one leg across the other and goes back to his notes . NEW ANGLE : CLOSE UP BRIAN 'S SHOE Revealing . the blood encrusted toe of his shoe . NEW ANGLE : CU ON EARLYEARLY 'S POV Up ahead a HONKY TONK BAR with a large sign `` POOL TABLES , BOWLING & MUSIC ''

A high angle looks down on the modest cluster of rooms below . The motel sign pulses erratically in foreground . Moths flicker about the light . CLOSER The Lincoln is parked in front of Brian and Carrie 's room . The horn honks . Early is behind the wheel , engine running . Brian steps out of the motel room .Carrie appears at the door holding her camera .She hands Brian the key .Brian takes the key and walks to the car . Carrie sees Adele standing outside her door . Brian enters the Lincoln .The Lincoln pulls away .Carrie swings the camera around to Adele , and snaps off a shot .Carrie snaps another shot of Adele . Every once in a while Adele feels like she should be `` posing '' for the shots that Carrie 's taking of her . So , occasionally , as she carries on her conversation with Carrie , she does . CARRIE 'S POV THRU CAMERACARRIE 'S POV THRU CAMERA - AS SHE ZOOMS IN TIGHTER ON ADELEON CARRIE She lowers the camera from her eye and studies Adele .

A nondescript `` joint '' on the outskirts of town . American cars . American pickup trucks parked outside . The Lincoln pulls into foreground and parks . Early gets out of the Lincoln and looks around .Brian exits the Lincoln and looks at Early questioning .Brian looks at him blankly . He ca n't think of a thing to say in response . Early walks toward the entrance of the bar . Brian joins him .They both laugh and enter the bar . CARRIE 'S MOTEL ROOM - SAME TIME Adele is sitting in a chair in front of the dresser mirror drinking a beer . Carrie is cutting her hair . In the mirror Adele watches Carrie for a moment . She notices the cigarette dangling from her lips .Carrie looks in the mirror .Carrie takes out a fresh cigarette and hands it to Adele . Together they stare into the mirror with their dangling cigarettes . Adele drops her cigarette , as she reaches down for it she notices Carrie 's portfolio .Adele grabs the black leather binder and sets it in her lap . Carrie continues to cut Adele 's hair . Adele opens the binder and takes a look at the first erotic image and slaps the cover back down . She 's embarrassed .Carrie watches her in amusement . After a moment , Adele reconsiders , and opens the book . She gazes at the shocking photograph .Carrie resumes cutting Adele 's hair . Adele thumbs through several photographs .Adele notices Carrie 's scowl in the dresser mirror . Carrie stops cutting .Carrie starts cutting Adele 's hair again .When Carrie does n't respond , Adele grabs Carrie 's scissor hand and stops her from continuing . Carrie looks at Adele 's reflection in the dresser mirror .Carrie is speechless , Adele looks in the mirror at her new haircut .

The patrons are young men and women . Eighteen to thirty . The River 's Edge kids today . Leather . Ludes and Beer . Wasted . Rowdy . We follow one of the waitresses through the bar . As she passes by a pool table one of the players , A LARGE YOUNG CRACKER , makes a grab at her .She spins safely out of his reach .Some guys , close enough to hear her over the noise , laugh at her put down . She moves on until she reaches . Brian standing near a small high table . Early 's not with him . She sets four beers down on the table . Brian tries to talk to her over the music . He leans in close . His mouth to her ear .The waitress laughs . Brian smiles and glances around the room . He notices the Large Young Cracker staring at him . ACROSS THE ROOM Early steps out of the bathroom and makes his way back to Brian . NEW ANGLE ON BRIAN He watches the waitress disappear into the crowd , then turns to find the Large Young Cracker in his face !The Young Cracker is obviously very drunk .The Young Cracker does n't notice Early return from the bathroom . He moves in next to Brian . Early is relaxed and nonchalant as he looks over the Young Cracker . He leans closer to Brian .With his eyes on Brian , Early grabs a beer . Brian is scared , and confused , with one ear and one eye on the Young Cracker , the other on Early .Early looks at the beer .Early takes a swig off the beer , grimaces and sprays it out . It hits the Young Cracker . The Cracker looks down at his shirt in shock . Early is oblivious .Brian is frozen , confused , does n't know who to address . Early continues to ignore the Young Cracker .The Young Cracker moves to hit Early . Early swiftly smashes his beer bottle into the oncoming face . The Young Cracker doubles over clutching his face in agony . Early kicks him in the face , sending the Young Cracker to the ground . Early finishes him off with several more kicks from his heavy work boots . Two large tough guys approach Early and Brian . Brian 's heart racing , Early cool as a cucumber . Instead of taking on Early , they stop , reach down and drag the unconscious man away . The waitress returns to their table .She sets down two beers and two shots , doubles .OMITTED Sequence omitted from original script .

What's a jism gargling cum drunk fairy like you looking at a pretty girl like that for anyway?

Carrie and Adele split the last bottle of beer between them . They are sitting on the floor and Adele has Carrie 's foot in her lap . She 's painting Carrie 's toenails bright red . Neither of them is feeling any pain .Adele realizes she has said too much , looks at her watch .Adele hastily weaves her way out the door .Carrie stares down at her feet . Red toenails . Cottonballs between the toes . OMITTED Sequence omitted from original script .

Early and Brian exit the bar . They make their way to the Lincoln . On the way .Brian looks at Early , does n't understand .Early branches off behind the car .Early starts to take a leak .Brian reaches in the back seat and grabs the last Lucky Lager . He crosses to the other side of the car and hands Early the beer .Early stares at the last of the Lucky Lagers .Early takes the beer .Early polishes off the rest of the bottle and heaves it into the woods .When Early opens his eyes , he sees a concerned look on Brian 's face .An awkward silence . Then Early starts laughing . Brian follows suit . They both climb back in the car . Their forced laughter trails off . Brian shifts the Lincoln back into gear and segues awkwardly .Early stares at Brian . For a moment Brian is unsure what Early will say , or do ? Then Early grins .Brian brakes their eye contact , looks back out onto the highway and just drives off . OMITTED Sequence omitted from original script .

The door opens revealing Brian silhouetted in the doorway . Under the influence of Lucky Lager , he fumbles with the key . gets inside and noisily shuts the door behind him . Carrie remains stonily silent , in the dark .A few seconds pass .Carrie , in bed , switches on the side table light . Reveals Brian leaning on the wall trying to get his shoes off without falling over .Brian points to the empty beer bottles on the table .Brian throws his shoes somewhere and heads toward the bathroom .BATHROOM Brian turns on the light . Takes a piss . A long one .Suddenly , from right behind him :Startled , Brian turns to see Carrie .No response from Brian . Carrie walks away . LIVING ROOM Carrie steps over to the bed , pulls the sheets back . Brian leans out the bathroom door :Brian smacks himself on the forehead -LRB- a sarcastic `` how stupid of me ! '' -RRB- He pulls his shirt off over his head , and admits .He switches off the bathroom light , steps out of the doorway , and begins to pull his jeans off . Carrie climbs into bed .Brian tosses his jeans and moves toward the bed . Carrie switches off the the only light in the room . In the dark , we hear a thud as Brian trips over a chair .

At the far end of a narrow hallway , Carrie finds an ice machine rumbling away noisily . The only illumination , a single fluorescent light bulb , hangs suspended above it . AT THE ICE MACHINE With her arm buried inside the ice machine , Carrie scavenges for what little ice there is . when , out of the corner of her eye , she notices . SOMEONE standing at the other end of the corridor . The silhouette of a man . Carrie stops . Her eyes scan the claustrophobic hallway for another way out . There is none . She tries to ignore the situation . Grabs another handful of ice cubes . The man approaches . Carrie stops again . Her mind races . The man 's face slowly becomes visible as he nears the fluorescent light . It 's Early .Early reaches past her into the ice machine and grabs a solitary cube . He puts it in his mouth , sucks on it . His torso is drenched in sweat . He catches Carrie staring at him .Early spits the ice cube back into his hand . He presses it against the back of his neck .Carrie follows a bead of ice water as it slides down between his shoulder blades and along his back .He snaps a look back to Carrie and finds her looking at his ass . She diverts her glance .Carrie shakes her head no . Early looks in his hand to see that his ice cube has melted .Carrie tries to slip past him . He reaches back into the machine , momentarily blocking her exit . He grabs another ice cube . His face only inches from hers .He pops the ice cube in his mouth and lets her pass .No response , Early chews up the ice cube . OMITTED Sequence omitted from original script .

Carrie is driving . Brian is contending with a major hangover . There is still a silent tension between Brian and Carrie from the argument the night before . Early is in the back with Adele . Brian moves his head and moans .From the front seat , Brian 's hand springs up in a desperate plea for an end to Adele 's colorful description .Brian rolls down his window for some fresh air , as the car pulls away .

Carrie glances over at Brian , who is now asleep next to her . She looks up into her rear - view mirror . CARRIE 'S POV : IN THE MIRROR Early is asleep , leaning against the door . Adele is rummaging through a large canvas bag on the seat next to her . Suddenly . The wail of an approaching ambulance gets Carrie 's attention . It roars by . Carrie glances in the mirror again . The next instant , unexpectedly .

Brian 's heads bangs against the side window .Carrie nods toward the back seat . Brian turns and sees Adele looking back at them questioningly . Beside her , Early rustles .Brian notices that Adele 's rummaging has revealed an automatic pistol in the open canvas bag . Brian stares at it . Early 's eyes open .

A deserted plain . It 's very quiet here . Until the silence is broken by the sound of gunshots . Reveal Early teaching Brian how to shoot . A row of tin cans are set up on a rusty old car . It 's obvious that Brian 's enthralled with the idea of shooting the gun . Even if he is n't hitting anything .Brian fires off another shot , misses again .Nearby stands an unhappy Carrie . Adele pulls her yoyo out of her pocket .Carrie does n't respond . Adele offers the yoyo to Carrie .Carrie shakes her head no . Adele withdraws her offer .Again Carrie declines . Her steely gaze returns to Brian . ON EARLY AND BRIAN Early helps Brian to hold the gun .BANG ! The can flies off the tree stump . Brian turns to Carrie to see her reaction . but she 's already on her way back to the car , and she 's furious . Concerned , Brian starts to follow after her . But Early grabs his attention .Brian gazes at the gun resting in the palm of his hand .

Brian is driving . Carrie keeps to herself . In her side mirror she catches a glimpse of Early curled up in Adele 's lap . She watches a moment longer . and realizes that they are making out . Beginning to kiss and touch one another .

The Lincoln turns off the main highway onto a dirt road . In the distance , we see a large rundown building .

The Lincoln pulls up to the ramshackle structure . Brian glances to the back seat to make a remark to Early and Adele and sees that they are amorously engaged . Brian and Carrie start to gather their stuff . Carrie opens the glove compartment , inside are boxes of film . and the .45 automatic . She takes a few packs of film , and closes the glove compartment .Carrie reaches over and takes the keys from the ignition , locks the glove compartment and pockets the key . Both she and Brian exit the car . As they start to walk toward the structure Brian hears a sound , he turns back to see . Adele leaning forward into the frontseat as the lincoln 's big white top starts to come up .

Even in daylight , the interior of the dilapidated old building is equal parts unnerving , austere , and menacing . The last rays of sunlight stream through what remains of the windows . The light falls on a long ominous row of wicked looking meat - hooks hanging from the ceiling . Carrie is getting her camera equipment ready . She 's quiet and uncommunicative . NEW ANGLE CLOSE , on a small audio cassette player as it comes to rest on a giant butcher block table in the center of the room . Brian pops a cassette in the player .Camera in hand , Carrie begins to move about , despite the fact that this place repels her . Brian presses a button on the audio cassette player . The small tinny speaker plays a bad recording of something we slowly come to realize is the unmistakable sounds of a woman being tortured and pleading for her life . FLASH ! FLASH ! Carrie fires off a series of shots from different angles . Brian scans the place trying to imagine what happened . Screams from the audio tape bounce off the walls .Brian and Carrie walk through the remains of a doorway into another room .The pleas for help and screams on the tape subside to a steady whimpering .FLASH ! FLASH ! Carrie takes a few more shots of the ominous interior . Then she stops , turns and walks out of the room . She 's had enough . Brian follows after her .Carrie stops to pick up the rest of her gear .Carrie wheels around to face him .She switches off the cassette player .OMITTEDCarrie storms out of the place . She exits the tunnel , and makes her way toward . THE LINCOLN As she approaches it , through the rear windshield she sees . Early and Adele fucking wildly ! Carrie wants to turn away , but she ca n't stop watching them . Fascinated , she raises the camera to her eye and zooms in on them . THROUGH CARRIE 'S CAMERA LENS : ON EARLY AND ADELE Early is sitting against the back seat . Adele is straddling him . Carrie 's finger finds the shutter button . Early 's arms move up under Adele 's dress . Her hands press up against the roof . She 's trembling . Wavering . Carrie 's finger presses down on the button , CLICK ! Then in one swift movement Early sweeps Adele onto the back seat . Close on Early 's face . He 's sweating . Lips moving . Talking dirty to Adele . Keeping her finger on the button , Carrie rapid fires through a whole roll of film . She 's oblivious to the whine of the motor drive once all the film is shot out . Then unexpectedly ! Early looks directly into the camera , at Carrie . And smiles . And continues to fuck Adele . A chill rushes through Carrie , she almost drops the camera . She runs back toward the tunnel . and right into Brian 's arms . He startles her . She pulls away from him .OMITTED

The Lincoln passes through frame . In the background , the surreal image of an industrial complex bathed in an eerie artificial light .

The Lincoln barely comes to a stop at the pumps before Carrie storms out of the car and heads toward the gas station interior . She leaves Brian to break the news to Adele and Early .

The only person inside is a YOUNG MALE ATTENDANT . He 's watching TV behind the counter as Carrie enters . On the TV we see a NEWSMAN . We only catch fragments of what he is saying because the storm outside is affecting the TV reception .In fact , each time the lightning flashes occur all of the electrical power at the station is affected . The fluorescent lights outside and inside begin to flicker and falter sporadically .Static . Carrie looks at the TV , watches for a moment . It does n't hold her attention . She looks away and notices Adele leaving the car . Adele walks toward a Coke machine at the other end of the gas station .Carrie turns back toward him .He buttons up his rain coat and goes out into the night to gas up the Lincoln . Carrie pulls a pack of cigarettes from the carton , nervously lights one up . She looks out the window toward the Lincoln .

the ex - mental patient with a history of arrests is still at large.

Through flashes of lightning and thunder she sees Brian in the car talking to Early . Early listening quietly . Brian looking adamant yet apologetic . The attendant fills the Lincoln 's tank .

Simultaneously , as Carrie watches this . Behind her on the TV screen . A wave of interference scrambles the picture .Static .Static .

Brian 's still talking - using his hands to explain . Early is watching him with a resigned expression .

A video tape image of a familiar gas station recorded by a surveillance camera .NEW ANGLE ON CARRIE She stares at the TV with growing horror as she notices a familiar black Lincoln in the background . In mid - ground , a male figure approaches the video camera unknowingly . Slowly , Early 's image becomes visible .Carrie panics , turns toward the door and runs smack into the arms of a dripping wet Early Grayce ! Early stares at her and drops his bag to the ground .Then . Early notices himself on the TV .Static . Early grabs Carrie around the neck and yanks her into the back office . He pushes her down onto a chair .He searches behind the cash register and finds a sawed - off shotgun . He shuts the TV off .The Attendant rushes back in from the pouring rain . Early points the sawed - off shotgun at him .Early forces him into the office .Adele enters the adjacent room . She checks out the various vending machines in search of candy . Early taps on the window and motions her into the office . She sees Carrie in the chair , scared to death , and Early aiming the gun at the Attendant .Adele looks back at Carrie , then hurries out . Early empties the cash register .

Adele opens the door on the driver 's side looking scared . Brian is in the passenger seat . He 's looking in the glove compartment for a map . The .45 automatic Early gave Brian is clearly visible . Adele stares at it .Adele gets in and starts looking under the seats .

The Attendant is reaching up , handing Early the money from his pockets . Carrie is seated in front of him .Early rips the phone out of the wall .The attendant nods yes .The attendant has no response .Early takes the Bible off the desk and hands it down to the Attendant .The frightened young man lies face down on his stomach clutching the Bible and starts to pray . On the counter next to him Early notices a large stuffed `` happy face '' display . `` Free with every 20 gallon purchase . '' He grabs one , stares at its face curiously .Suddenly . He puts the barrel of the gun between the `` happy face '' eyes . Points it at the back of the attendant 's head . Carrie begins to scream . Early pulls the trigger . The blast explodes the `` happy face '' and rips into the back of the Attendant 's head , killing him .

A thunderous crackle of lightning all but masks the gunshot . The rain starts pouring down .Adele stares blankly back .

The room fills with billowing down stuffing . As the stuffing floats to the floor it sticks to their hair , skin and clothes .

Early drags Carrie out of the office toward the car . Brian sees them running toward the car . They spill into the back seat . Brian sees Carrie is upset .From the back seat Early wipes some more feathers from his face , then points the Attendant 's gun at Brian 's head .Adele starts the car . She pulls out of the station and into the rainstorm .

The last of the feathers fall like snow . The whole room is now white except for a red stain around the head of the dead Attendant .

The car moves down the highway . Early in the back seat is still trying to brush away feathers .Brian reaches in the glove compartment . He removes the gun and hands it to Early .Carrie sits in the corner of the back seat , covered in feathers but not even noticing them .Adele turns to the back of the car to face Carrie .The Lincoln swerves off onto the side of the road . Adele looks to the front again and steers it back onto the highway .Early picks some more feathers off himself .NEW ANGLE - EXTREME CU The St. Christopher statue swings from the rear - view mirror . The windshield wipers sweep back and forth against the pouring rain .

The Lincoln pulls up at the rear of the store . Adele exits carrying a couple of bags of Chinese take - out food .

Adele enters the decrepit store . The others are inside . Brian and Carrie are tied up . Brian watches Early intently as he takes one of the bags from Adele . He begins opening one of the carry out containers .Early opens another container . Stares curiously at the contents .Early sets the container down .Adele somewhat reluctantly hands Early a bottle of beer from a second bag .Early notices that Brian is watching him intently . He mistakes Brian 's interest for hunger .Carrie does n't respond at all . Adele unties Brian . Early pulls out his gun , puts it on the table next to him . Brian sits across from Early . He watches as Early rummages impatiently through the carry out paraphernalia .Frustrated , Early finally takes a gulp of Chinese food right out of the container . It goes down rough .Brian picks up a pair of chopsticks , then reconsiders , puts them back down and , like Early , gulps from the container . NEARBY , Carrie sits quietly . As she listens to the two men talk . she notices something on her arm . She lifts her arm up to get a closer look . HER POV She sees that a few of the white down feathers still cling to her . Closer . and she sees that one of the tiny feathers is tinged with blood . The Gas Station Attendant 's . It freaks her . ON BRIAN AND EARLYEarly stops . thinks for a moment . ON CARRIE She tries to brush the bloodied feather away . but with her hands bound , she ca n't reach it . ON BRIAN AND EARLYBrian shakes his head .ON CARRIE In quiet desperation , she raises her arm to her lips . and blows the solitary blood tinged reminder away . ON BRIAN AND EARLY Early stares at Brian .ON ADELE Adele watches the tiny down feather drift to the floor . ON BRIAN AND EARLY Early picks up a different container and gulps some down . After a moment .Brian shakes his head no .Brian stops eating and looks at Early .Early leans closer to him .Eye to eye , the two men stare at one another . Brian has no answer .Early goes back to gulping down his dinner . This time he gets a spicy one .Brian gazes at the cluster of Chinese carry - out food containers . An ironic reminder of an earlier conversation . He lets out a weak ironic laugh .

Early is behind the wheel , not a care in the world . Adele sits beside him playing with her camera . She turns and aims the camera at Brian and Carrie in the back seat , their hands are bound .Neither makes any attempt at smiling . Adele snaps their photo anyway . In the front seat , she sits quietly for a moment then leans over to Early and whispers something to him .Adele sits back quietly . Carrie wants to speak but does n't .NEW ANGLE Carrie silently fuming in the back seat . Brian stares at the rope that binds his wrists .

The Lincoln drives down the dirt access road and stops . They all get out , Early unties Brian and Carrie .Early looks down the hill to the old mine building .Carrie 's steely gaze answers Early 's question .Early leans into the car and picks up Adele 's camera .Pistol in hand , Early follows Brian down the hill . Adele begins nervously playing with her yoyo . Carrie watches as Brian and Early disappear around a bend in the dirt road . Out of the corner of her eye , she hones in on Adele 's yoyo . Adele becomes increasingly intense about manipulating the yoyo , controlling it . Until she 's lost in it . A momentary refuge .NEW ANGLE - EXTREME CU A huge excruciatingly tight shot of the yoyo in slow motion . Its string unraveling as it spins downward . Carrie pulls her gaze away . CARRIE 'S POV The desolate surrounding landscape , a bright blue sky , the scrubbrush . And no one who can help them . Carrie turns and looks over her shoulder down the hill .

The old mine building , rusted and deserted since the late ' 20 's .Flash ! - Early takes a photo with the Instamatic .Early scans the grounds .Reluctantly Brian leads Early toward the old mine building . At the opening , Early hesitates .Brian stops in his tracks .

Then in a snap ! the yoyo recoils into Adele 's palm . CARRIE 'S POV A distant empty ribbon of road . ON CARRIE Her eyes searching for anyone who could help .

Brian and Early are silhouetted against the dying sky . Flash ! Early takes another photo .Flash ! Early takes a flash photo of Brian , momentarily blinding him .Early moves slowly toward Brian .Brian 's eyes dart nervously to the gun dangling in Early 's palm . Flash !

Flash ! Brian flinches . Early remains silent as he closes in on Brian .Early 's boot lands toe to toe with Brian 's shoe .Eye to eye , the two men stand there .

Carrie walks over to Adele at the car . Adele does n't miss a beat with her yoyo .Adele screws up the trick . She pulls the yoyo off her finger and throws it in the back seat . She leans into the front seat and cranks the radio up to the max . Closing her eyes , she begins moving to the music , and tries to ignore Carrie .NEW ANGLE A POLICE CAR pulls into frame , unnoticed by Carrie and Adele in the background .

The Male Officer exits , unlocking his holster . The Female Officer picks up the police radio and calls in the license plate number .

All right ladies, I want both of you to slowly step away from the ca.

The radio is blaring . Adele continues to dance despite Carrie 's pleas .With that , Adele stops her dancing and turns away from Carrie . To see the Male Officer walking toward them .The Male Officer continues toward them . It looks like he 's talking to them . but his voice is inaudible under the deafening radio . NEW ANGLE : FAVORING THE TWO POLICE OFFICERS The Female Officer sticks her head out of the police car and yells to her partner . He turns to listen .As the Male Officer turns back , he sees Adele reach into the front seat of the Lincoln . The Male Officer draws his revolver and levels it at Adele . NEW ANGLE : FAVORING ADELE AND CARRIE Click ! Adele shuts the radio off , total silence . As Adele leans back out of the car , she turns , facing directly into the barrel of the Male Officer 's gun .BANG ! A single gunshot rings out ! The Male Officer jerks back and falls to the ground . Adele screams ! Carrie whips a panicked glance around and sees . Early running toward them . Brian , bewildered , follows behind . BRIAN 'S POV -LRB- RUNNING -RRB- Ahead of him , he watches Early race past the wounded Male Officer . He kicks the Officer 's revolver out of reach and rushes toward the police car . Early fires his gun repeatedly as he charges the car ! The Female Officer pulls her gun and starts to get out of the car , when . a shot shatters the windshield hitting her in the chest . She collapses back onto the seat . ON BRIAN He stops at the sight of the wounded Male Officer . Shocked , he watches the man writhing in pain . His hands clutching his crotch . His blood oozes into the dirt . Early approaches the police car . He sees the dead cop and hears the radio dispatcher .Brian is not sure what to do . He looks around . sees the Officer 's handgun lying in the dirt . He takes a step toward it , when . another gunshot rings out ! Brian stops . Looks to the police car . He sees Early standing there , smoke belching from the dashboard . the police radio is dead . Early walks back toward Brian and the others . He steps over to the injured Male Officer on the ground .Early picks up the wounded cop 's gun . He hands it to Brian as he trains the .45 automatic at Brian 's chest .Brian looks to Early in disbelief . OMITTEDEarly cocks the pistol and pushes the barrel to Brian 's head . Brian looks down at the wounded cop who is writhing in pain .Brian wo n't do it . He drops the gun to the ground .Early cocks his pistol .Early stares at the wounded cop 's face .Early shoots the cop again . The cop lays still . Early reaches down and takes the dead cop 's handcuffs . He casually points the little camera at the dead cop . Flash !

Officer needs help, shots fired, six Adam five, one eighty - seven, suspects wanted in multiple murders. Location unknown, last seen.

Early driving . Adele in the passenger seat looks bewildered . Carrie and Brian in back , handcuffed , eyes hollow with exhaustion and fear . Then out of the quiet .Adele looks across the seat to Early . Her face drained of all expression .Adele at a loss . Finally . confused .She shrinks away from him .Early looks into the rear - view mirror . Brian tries to defuse the situation .

The Lincoln drives along an old deserted highway passing occasional gas stations and dilapidated motels .

Early is driving . He notices something in the distance . EARLY 'S POV - NIGHT Off in the distance . an oasis of greenery . OMITTED Sequence omitted from original script .

A home in a secluded valley near the desert . It has a cactus garden . The garden is illuminated so it can be enjoyed at night . Reveal . the Lincoln parked by the front door .

Adele gazes out the passenger - side window . She 's enthralled by the sight of all the cacti .Reveal Brian handcuffed to the steering wheel beside her . He cranes his neck to see out the rear window . BRIAN 'S POV Early steps up to the front door of the house and rings the bell . Carrie stands beside him . A light comes on inside . The door slides open a crack and MRS. MUSGRAVE , an attractive older woman with silver hair , peers out with a puzzled look .

Adele rambles on .BRIAN 'S POV Of Early and Carrie as they are let into the house .

Adele is still rambling on about her interest in cacti .Adele drifts back to the cacti .

CLOSE ON A PORCELAIN CACTUS One of many we now reveal to be atop a fireplace mantle . Adele leans in against the mantle and scrutinizes the cactus . Carrie and Brian sit on the floor , back to back , their arms bound around the leg of a piano by a pair of police handcuffs . Mrs. Musgrave is standing nearby . She 's overwhelmed . Numb . She pours herself a glass of bourbon .She takes her drink and sits down on the couch nearby . Adele drops down quietly on the chair next to her .Mrs. Musgrave downs most of her drink with the first try . Distressed , her head slumps down .Early , his pistol wedged in his belt , appears from the kitchen eating a sandwich . Between bites . He walks over and rips the phone out of the wall unit . He glimpses Mrs. Musgrave .Early notices the glass of bourbon in her trembling hands . He steps over to her and takes the glass away .He sets the glass down next to a recent picture of Mrs. Musgrave and an ELDERLY MAN with silver hair .Early looks at her , he does n't believe her .

It's just like in that dream I had. If only I had seen their faces.

He's pulled out all the lines. The nearest phone is twenty miles east of here.

Everything is quiet beneath the star studded sky . The same elderly man pictured with Mrs. Musgrave is studying the sky through a powerful telescope . MR. MUSGRAVE is an amateur astronomer . o.s. the SOUND of a door opening . Then footsteps .

Is that you Peaches? Come, you must see Saturn tonight. The rings are sensational!

My oh my, this is quite rare, quite rare indeed. Come have a look.

Early leans into frame , staring at the display case . EARLY 'S POV Inside of it is a four foot long replica of the first ATOMIC BOMB , `` Fat Boy . '' Faded newspaper articles on the wall indicate Mr. Musgrave had something to do with the bomb 's initial construction . An old photo on the bookshelf shows a much younger Mr. Musgrave in a ' 50 's kitchen . He is laughing and embracing a ' 50 's style female mannequin .Early 's eyes drift over to a set of golf clubs that sit in the corner of the room . MR MUSGRAVE 'S POV - THROUGH TELESCOPE The planet Saturn and its glorious rings .OMITTED THWACK ! The planet turns into a blur of light . then blackness .

Brian and Carrie are still cuffed to the piano , in the background we see Mrs. Musgrave and Adele looking out the window into the backyard .

Early is leaning on a golf club looking through the telescope .He pulls his eye away as Adele arrives .Suddenly , o.s. , a scream pierces the moment ! Early and Adele turn toward the doorway to see Mrs. Musgrave screaming . The older woman 's eyes staring past Adele to the floor nearby . Adele follows the terrified woman 's gaze to find . Mr. Musgrave 's body lying on the floor . A bloodied wound in the back of his head . All of Adele 's enthusiasm drains from her face .Mrs. Musgrave collapses to the floor .

Brian and Carrie are still cuffed to the piano . Across from them , Early sits in an overstuffed chair looking through Carrie 's collection of erotic photography .He looks at another photograph . Confused , he turns it upside down , stares at it .

Mrs. Musgrave is laid out on the couch . Adele , deep in thought , watches over the older woman . Finally Adele reaches into her purse , pulls out her small potted cactus then walks across the room to a table . Its top is covered with small potted cacti . She gently places hers among them . ON MRS. MUSGRAVE Mrs. Musgrave begins to regain consciousness . Her eyes open to find . Adele standing over her . Adele brings her finger to her lips - Shhhh .

Early looks through several more photos . He stops on one of a nude woman 's torso . Early looks at it for a moment . then extends the photo out toward Carrie , comparing it to her .Carrie does n't answer him . Then , in the background directly behind Early . Adele and Mrs. Musgrave quietly appear . Carrie notices them as they start to cross the hallway to the kitchen . Early sees Carrie 's eyes glance past him . He turns to see why . when .Early stops . Looks back to Carrie . Brian also turns to her curiously .Early looks at the photo again . Adele and Mrs. Musgrave now cross safely to the kitchen . Carrie eyes meet Early 's . He smiles , pulls the nude photo of her close to his face . and licks it .

Adele quietly opens the back door .Mrs. Musgrave is confused , is it a trick ? She looks into Adele 's eyes . and knows it 's not . The old lady turns and walks out into the dark desert . Adele stands at the open door , watching Mrs Musgrave escape .

Early finishes looking through the photographs . He closes the cover of the portfolio .

Early enters , and sees Adele standing at the back door . Adele turns to face him . Early looks past her into the night and realizes what she 's done . He strides across the room pulling the pistol from his waistband . AT THE KITCHEN DOOR Early pushes Adele out of the way .EARLY POV - EXT. . CACTUS GARDEN Aside from the occasional pools of light illuminating the cacti , it 's very dark . There 's no sign of Mrs. Musgrave .

He steps outside and starts firing his gun into the blackness . bullets THUNK into the cacti .Desperate , Adele grabs a large potted cactus . She rushes toward Early . Swinging the cactus like an unwieldy bat , she pummels the side of his head . He stumbles forward , disappearing into the darkness . Adele stands outside the kitchen door , bewildered . Then .Early re - emerges from the shadows . Adele 's eyes widen when she sees him . His cheek has long bloody gashes where the cactus ripped the flesh .Adele starts to cry .A look comes over Early 's face that we 've never seen before . That he 's never felt before . Hurt . He does n't know how to deal with it . And he definitely does n't like it .

Carrie glues her eyes to the kitchen doorway . Brian presses his back up under the belly of the piano and using all his strength manages to lift the piano an inch off the floor . Carrie slides her cuffs out from under the leg .Carrie 's eyes dart back toward the kitchen . Then she notices a chair nearby .Carrie grabs the chair . As Brian lifts the piano , she pushes the chair beneath the underside of it . It holds the piano suspended an inch off the floor . Brian drops to the floor and slips the cuffs free . When . a solitary gunshot rings out from the cactus garden . A moment later , Early steps quietly into the room . He 's pulling the last few cactus needles from his face . He sees Brian and Carrie standing .A shocked silence . Brian and Carrie look to one another . Carrie moves toward the kitchen but Early stops her ! Brian rushes at him . Early sticks the .45 automatic in his face !He starts to squeeze the trigger .Early stops . He looks to Carrie .Early deliberates the situation , then eases up off the trigger . and smiles to Brian . Then , without warning , he hits Brian over the head with the butt of the .45 automatic . Brian falls to the floor unconscious . OMITTED

As Early finishes tieing one of the replicant bombs , Little Boy onto the hood . He reaches down and grabs a six pack of beer on the ground and shoves it in the back seat , then slides into the driver 's seat next to an anxious Carrie . Carrie is now wearing one of Adele 's floral dresses .Carrie does n't answer , Early laughs .

Early looks out over the expanse of the desert . He sees a dirt fire road .Carrie does n't understand what he means . Nonetheless , she nods her head in agreement .

The Lincoln heads out , past the cactus garden , into the darkness . THE LINCOLN 'S HEADLIGHTS REVEAL Adele 's lifeless body on the ground near her beloved cacti . FADE TO BLACK WITH THE DEPARTING HEADLIGHTS

Brian is handcuffed on the floor . His eyes open slowly as he begins to regain consciousness . He senses someone behind him . He pivots around to see Mrs. Musgrave kneeling down to help him .

In the distance , a cloud of dust reveals the Lincoln , traveling at high speed along the dirt fire road .

Early still behind the wheel . Carrie sits up against the passenger side door . She is tense and guarded . Out the window , nothing but empty desert .Carrie quietly responds . She kneels on the front seat and reaches into the back . She grabs a bottle by its neck , and pulls it from the six pack of beer . Bottle in hand , she hesitates a moment . NEW ANGLE : EARLY 'S POV IN THE DRIVING MIRROR Early watches Carrie .NEW ANGLE Carrie reconsiders and sits back in the far corner of the front seat .She hands the bottle to him . Early reaches out for the beer , but instead of taking it , he clasps his hand over hers . He looks at her and begins to squeeze .Early squeezes even harder - Carrie begins to wince with pain . She waits for the glass bottle to shatter in her hand .Early hits the brakes . The car screeches to a halt in a cloud of dust . Early squeezes on her hand even harder and begins to drag her toward him .Carrie turns her head away . Early pulls her closer .He grabs her hair with his other hand . Pulls her head around - forcing her to look at him . Early has Carrie right up against him , looking right into her eyes .She struggles trying to free herself . Early , his face only inches from hers , smiles .Carrie struggles even harder , but Early tightens his hold .Suddenly . Early releases Carrie , taking the beer from her . Carrie retreats back into the corner of the passenger side .He gives her a grin , then opens the bottle .Early takes a gulp of beer .

Early throws the bottle of beer out the window -LRB- it ai n't Lucky Lager -RRB- , slams the Lincoln into `` drive '' and accelerates along the dirt road .

An anxious Brian hustles into the cab of the pickup truck . Some tools are in the back . Brian still wears the handcuffs around his wrists . Mrs. Musgrave stands near the front door .Brian starts the pickup and drives off .

The wind has picked up . An old wooden gate blocks the fire road . On either side , barbed wire as far as the eye can see . The Lincoln roars into frame and powers through the barrier . The gate smashes into splintered pieces of wood .

Carrie leans against the passenger door . Early 's eyes scan the open desert - looking for the elusive ` doors . ' Carrie reaches for her pack of cigarettes . Early , without a word , reaches out and takes the pack from her . He crumples it up and throws it out the window . NEW ANGLE Carrie 's eyes go to the instrument panel . The temperature gauge is in the red .

The pickup truck arrives at a crossroads and skids to a halt . Brian tries to guess which direction to take . Then he spots Early 's discarded beer bottle up ahead . The truck accelerates straight ahead , tires spinning .

The winds continue to escalate , blowing harder and harder . The Lincoln approaches on the fire road . A trail of steam is streaming out from under the hood , blinding Early 's view . Finally , Early slams on the brakes and skids 180 degrees to a halt . Steam pours out of the Lincoln 's grill . The Lincoln has had it . Early is indifferent and looks around . About a hundred yards away , barely visible through the growing sand storm , an old 1950 's style building .

Early opens the back door . He grabs a box of supplies -LRB- some rope , a kerosene lamp etc. -RRB-Carrie slowly begins to respond . She slides across the front seat . NEW ANGLE : CLOSE ON THE INSTRUMENT PANEL Carrie 's hand crosses frame and pulls out a knob on the dash .

The sun is starting to set behind a distant mountain range . In the far distance . The pickup truck , revealed by its trail of dust , crosses the vast landscape .

Early and Carrie struggle through the growing sand storm . Carrie throws a last curious glance back to the Lincoln as they reach the front door .

The front door is kicked open . Early enters the room with Carrie in tow . CLOSE ON EARLY He looks around the room . A smile forms on his face .EARLY 'S POV -LRB- AS HE EXPLAINS -RRB- A living room fully decorated in ' 50 's furniture . Sand covers everything . Including . A FAMILY OF FOUR MANNEQUINS placed around the room : The father sits in front of the TV . The mother -LRB- the same mannequin as in Mr. Musgrave 's old picture -RRB- is toppled over a kitchen counter . The little girl is seated at a table . The little boy is playing with his toy plane on the floor .

Early slams the front door shut . CAMERA PULLS AWAY - REVEALING The building is a single story ' 50 's home of extremely cheap construction . It 's in bad condition .

The last rays of the setting sun reveal the pickup truck heading toward the smashed remains of the wooden gate . The pickup truck hurtles through the opening left by the Lincoln . NEW ANGLE On a collapsed old wooden sign . It lies on the ground a few feet away from the gate posts . `` DREAMLAND '' - NUCLEAR TEST RANGE DANGER - KEEP OUT

Wind and sand blow freely through the remains of the windows . A solitary kerosene lamp dimly illuminates the living room area . Its flickering light finds . Early , stripped to the waist , crouched over the broken TV set . He fidgets with the knobs . Then the mangled rabbit ears antenna . Carrie sits on some blankets in the corner next to the couch . She 's scared to death . Her eyes scan the battered room . Debris everywhere . Amidst all of it , Carrie 's erotic photographs have been placed about the room . ON EARLY Still unable to get the TV to work , he smacks it a good one on the side . With the smack ! Carrie whips her look back toward Early . To find he 's lost interest in the TV . He turns toward Carrie . Stares at her for a moment . Then with a hint of a smile , he begins to move toward her . The time has arrived . He reaches down , grabs her by the shirt and pulls her to her feet . Carrie does n't resist . He 's rough with her as he kisses her on the lips . Carrie pulls her mouth away from his . She seems confused , unsure of her feelings . Early watches her , until her eyes come back to his . Then she steps forward crowding her body against his , as she slips one hand around his neck and kisses him deep and hard . Suddenly Early breaks the kiss and backhands Carrie hard across the face . She lands on the floor several feet away , the palm of her right hand is bleeding . Early looks down to his waist to find a large piece of glass protruding from his side . He pulls the glass shard out , blood drips down his side and onto his jeans . Carrie gets up and races into the back bedroom , frantically looking for a way out , there is none . On the bed the two adult mannequins now lie naked . They have been placed , intertwined in a grotesque sexual position . Carrie turns and rushes back toward the door . Early intercepts her and throws a punch to her stomach , which doubles her over . Then Early sends a second punch to her face , she stumbles backward , landing onto the bed amongst the mannequins . Early begins undoing his belt .A violent gust of wind sends several of the erotic photos swirling through the air . One of the photos whips across Early 's chest . The wind holds it there momentarily .Early peels Carrie 's photo off him , the blood from his wound covers the back of it . He slaps it against the nearest wall . It sticks . He walks toward her .

The high winds have turned into a full fledged sandstorm . Brian is still driving dangerously fast . The dim lights of the old pickup illuminate only a short stretch of dirt road ahead and the swirling sand . He passes a road sign : ` DEVASTATION DRIVE ' Then . As the pickup truck comes around a corner Suddenly . directly in front of him - Headlights ! Brian reacts . too late ! The pickup truck ploughs into the vehicle , and tumbles end over end through the open desert , before finally coming to an abrupt halt .

With each thrust of Early 's body , Carrie 's badly bruised face contorts with pain and hatred

Sand blows in through the smashed windshield of the wrecked pickup truck . Brian is upside down with his eyes shut . A trickle of blood runs down his face . Camera booms up a dirt slope to reveal the Lincoln , beyond it on the hill above sits the desert house . The glow of the kerosene lamp is visible through the windows .

The storm is over . No sand blowing . No wind . No nothing . COMPLETE SILENCE ! The dawn light reveals the devastated ' 50 's house to be one of a cluster , set at the end of a ` Doom Town ' cul - de - sac .

In the darkened bedroom , Early 's solitary figure rustles atop the bed . Slowly , he awakens . His eyes open . Across the bed , a pair of handcuffs is locked around the bedpost . In the other cuff is Carrie 's motionless hand . Then , out of the corner of his eye , Early sees something in one of the nearby rooms . Curious , he stands , shoves the .45 automatic in his waistband and walks toward the hallway . As he passes through the living room and enters the hallway , his face contorts with a strange sense of wonderment . EARLY 'S POV A blinding light is shafting through cracks and broken gaps around the front door frame . It looks like a magical `` door '' shrouded in a wall of light ! ON EARLY In disbelief he pulls his gaze away from the `` door '' . and sees through a window at the opposite end of the house . the morning sun rising . With that he turns his attention back to the front door !He walks toward the doorway of light . He grins as he opens the `` door '' and steps through it . The sunlight momentarily blinding him . EARLY 'S POV A black shadow hurtles toward him out of the brightness . Eventually it blocks out all the light until . WHAAMM !

A blow knocks Early back through the doorway . He slams to the ground , on his back . The gun falls from his jeans and slides across the floor . A look of joyful amazement over the blood covered remains of his face , he tries to get up , but ca n't . EARLY 'S POV Brian , silhouetted , steps into the doorway . He holds a shovel raised , ready to deliver a second , fatal blow . but when he sees Early incapacitated on the floor , he lowers the shovel to his side . His handcuffed hands reach down and picks up Early 's gun . He trains it on Early , then walks around him to enter the house . Brian 's eyes slowly adjust to the interior . EARLY 'S POV From on his back , Early looks out the open `` door . '' He sees two large shards of glass standing vertical in the sand , reflecting the sun 's rays back toward the house . He realizes that the glass , placed there by Brian , is what created the effect of the `` door . '' He starts to laugh .Brian searches for Carrie .ON BRIAN He moves into the back bedroom and finds Carrie . She is crouched on the floor , handcuffed to the bedframe . He moves to help her . As he gets closer , he sees her badly bruised face and realizes what 's taken place throughout the night . Brian stops . The sympathetic expression on his face changes . With hatred in his eyes , he pivots around , strides out of the bedroom and moves toward the front of the house to Early . in the front room Gun in hand , Brian rushes back into the room . He wields the pistol toward the ground where Early lay . but Early 's not there . Brian 's eyes dart around the room . then suddenly , from behind him , Early grabs him ! He wrenches Brian 's head back and whips his belt buckle knife toward his throat ! Brian manages to lift his hands to his neck an instant before the knife tears through his flesh . The knife slices a vicious wound across the back of Brian 's right hand . He drops the gun to the floor . Brian elbows Early in the ribs and pulls away from him . He reaches to the ground for the gun , but Early kicks him in the stomach and sends him crumbling to his knees .On all fours , Brian reaches out for the gun , but Early kicks it across the room .Another kick to Brian 's chest . The wind rushes out of him .Early unloads a ferocious kick to the side of Brian 's face ! His head snaps back , his handcuffed arms buckle and he falls flat to the ground .With one last effort , Brian manages to pull himself back up to his knees . He focuses on the gun ahead of him and tries to crawl toward it . But Early 's foot shoves Brian . He flips over onto his back , landing in front of the bedroom doorway . Early moves toward him , knife in hand . As Early moves toward Brian , unexpectedly from inside the doorway , the torso of the female child mannequin whips past . Her hardened molten face slams into Early 's bloodied face . Early stumbles backward . Brian crawls for the gun and grabs it . From his knees he turns , steadies the weapon , takes a quick breath . and fires . Hitting Early square in the chest ! Early falls to the ground on his back . Brian lifts himself to his feet . He sees that Carrie has dragged the bedframe to the doorway , and in her free hand she holds the child mannequin by the leg . Gun in hand , Brian steps over to Early . Early 's body is still . Blood oozes from the hole in his chest . On a silver chain around his neck is the key to Brian and Carrie 's handcuffs . Brian reaches down and grabs the keys . when suddenly Early 's arm springs up from his side . His hand grabs Brian 's shirt collar . Brian is startled by the move , then realizes that Early 's hold is weak . His fingers tremble . Finally his arm drops back down to his side .The two men stare at one another for a moment . then Brian , with one hand still on the handcuff keys , shoves the .45 automatic firmly under Early 's chin . CLOSE ON BRIANo.s. BANG ! rings out as . CLOSE UP on the chain and keys snapping free from Early 's neck . CLOSE UP on Brian 's handcuffs hitting the dusty wooden floor . CLOSE UP on Carrie 's handcuff swinging empty against the rusty bedpost . A montage of the photographs taken throughout the journey . Last image : A book `` On The Road To Madness '' By Brian Kessler . THE END

BRUCE ALMIGHTY by Steve Koren & Mark O'Keefe Rewrite by Steve Oedekerk

A news crew shuttles around a GIGANTIC COOKIE. Standing by are the KOWOLSKI BROTHERS, GUSTOV and VOL, two SHORT, STOCKY, MEN, along with MOTHER KOWOLSKI and other bakery family employees. A "30 YEAR ANNIVERSARY" sign hangs in the background. BRUCE NOLAN looks into a make-up mirror, desperately trying to place a large segment of wayward hair.The segment producer, ALLY LOMAN, steps over.She holds out a HAIR NET.Bruce spreads the hair net, bends down out of frame, comes up looking ridiculous and very disgruntled.Ally laughs.Bruce SNAPS from pissed to instant charismatic TV newsman. (Note: Whenever Bruce speaks on camera he speaks in his "REPORTER'S VOICE" - that recognizable, too-smooth delivery that all news reporters seem to have. In mathematical terms Bruce's version is to the 7th power.)Bruce steps up to the HUGE COOKIE.The Kowolski brothers and all celebrate in the background, toasting with big mugs of milk. Bruce steps forward, looks dramatically at camera, slow zoom in as he speaks.Camera is in CLOSE as Bruce signs-off.Bruce's hair net SLIPS UP, PUFFING HIS HAIR INTO A BUN ON THE TOP OF HIS HEAD. The Kowolskis and bystanders all laugh. The frame FREEZES. We PULL BACK from the TV and find Bruce holding the remote, watching the recorded spot on TV. We are now...

Health code. In the kitchen or around the cookie, you gotta have it.

You guy's should tell me this before hand, this is like a huge waste of...moose.

For three decades the Kowolski Family Bakery has been a mainstay in downtown Buffalo. Known for their sinfully rich, cream filled, deep fried polski pierogis. And the occasional sugar induced coma that follows. Today, in honor of their 30 year anniversary, Momma Kowolski and her sons Gustov and Vol, decided to do something, a little bit different. Tell me guys, how did this idea come about?

Well, Vol said to me, 'Gustov, why don't we make the biggest chocolate chip cookie in Buffalo?' And I said, 'Yeah, sure.'

The previous Buffalo cookie record was 3 feet, 17 inches baked by Gladys Pelsnick. But this behemoth cookie clearly proving that Gustov and Vol have much more free time.

As we witness the ceremonial toasting with milk it makes one pause and think. What are we really looking at here?

Is it just a big cookie or does this cookie represent the pride of Buffalo? Our dedicated and hard working citizens the key ingredient, with a few nuts thrown in.

And finally, the love of our families which provides the warm chewy center making our beloved Buffalo the sweetest place to live.

And that's the way the cookie crumbles. I'm Bruce Nolan, Eyewitness News.

It sucks. It's a story about a cookie. People with eating disorders will be riveted,

Dear Bruce, love the bakery piece. I can't wait to vomit so I can make room for more cookies.

What? I'm cutting that. They made me wear that stupid thing. I don't even look like myself. The hair is one of the most important parts of an on camera persona. Right out of the gate, I lost the hair advantage.

It's sweeps Grace. It is serious. There's an anchor job open. This is important. This is our future!

I'm never going to get anchor doing these kind of assignments. I want my work to matter.

So, you're attracted to me in some way, is that what you're trying to say?

I was saving myself for the wedding night, but if you keep this up, I may lose my resolve.

Hey, that's a good line, but you need more resonance. From the diaphragm.

You know, I think there might be something to that cookie line. Everything great anchor has his own signature sign-off.

C'mon, that's your...blood. It's in your body and I don't think it's supposed to come out. Besides, they stockpile that stuff. They have an endless supply frozen in a warehouse somewhere then tell everyone there's a shortage.

Well, I'm IB positive. IB positive they aint touchin' me with no needle.

Well, I hope they work, cause it's going take a miracle to get me to work on time.

Catch you later, lemmings 1 It's kill or be killed, only the strong survive, no guts, no glory1

Sorry, Jack. It wasn't my fault. The traffic was -- You guys already played the spots?

Is you're posture naturally that good, or do you have to shove a stick up there?

Look, Jack. Hear me out, I'm getting desperate man, I am pushing forty and what have I got to show for it? The point is, I've hit some kind of a ceiling here. Some kind of anti-Bruce barrierI And Evan is just lovin' it, by the way. He gets the good stories, he gets on sweeps. Maybe I have to be more like Evan.

Oh, A little place called the winners circle. I'm at the Falls doing a "live" report.

Yep, it's happenin', hun. I got sweeps and I'm live. You know what that means?

They're seeing if I can think on my feet, like you might have to do in a live news anchor situation.

This is happening for us, Grace. What we've always talked about. Jack practically came out and told me.

Well, he didn't spell it out, but this is exactly what happened to Susan Ortega right before she was bumped up to the desk.

I totally agree, but in the mean time you should start thinking about what coast you want to live on.

Thank you, Susan 1 Bruce Nolan here aboard the Maid of the Mist at Niagara falls.

First off, "I want to add another congratulations to Evan Baxter. It's good to see what someone with

real talent can accomplish when great opportunities are given to him instead of me.

Anyway, I'm here, I believe with Katherine Hepburn's mom. Tell me, why did you toss the blue "heart of the ocean" jewel over the railing of Titanic?

Did you feel guilty at all letting Leonardo Decaprio freeze, while you were safe floating on the big door? Do you think he would have survived if you had taken turns, or were you too afraid to freeze your big fat ass off?

Well, I guess that's the way life works, isn't it? Some people are drenched, freezing to death, on a stupid boat, with a stupid umbrella...

while others who aren't fit to kiss my willy, are sitting in a nice, comfy news room, sucking up all the glory111

Bill, you.'ve been running the Maid of the Mist for 23 years. Tell me, why do you think I didn't get the anchor job?

Maybe my teeth aren't white enough? Or like the great falls, is the bedrock of my life slowly erroding underneath me.

God, yeah. Let's thank God. Thanks for everything, Lord. I am so honored that my horrible demise is a part of your loving and mysterious plan.

Oh, don't worry, he's not listening. If he is he doesn't care. Have you seen the news lately? We got gangs, we got drugs, we got corruption. What kind of God lets that happen? Every time we cure a disease he comes up with a new one!

Yeah, is this the lab? Yeah, it's God. They've just come up with a

Think about it, Grace. God is all- powerful . He could fix everything in five minutes if he wanted to.

Okay? News flash: I'm not okayi And I'm not okay with the fact that you think everything is okay. I'm not okay with a mediocre job. I'm not okay with a mediocre apartment. I'm not okay with a mediocre LIFE!

Perfect! I'll have the worst day of my life with a side order of guilt, please. I-- I don't need this.

Okay, God. You want me to talk to you? Then talk back. Tell me what's going on? What should I do? Give me a sign...

Okay, if that's the way you want it. The gloves are off, pal! Let me see a little wrath! Smite me oh mighty smiteri What, no pestilence no boils? Come on, you got me on the ropes, don't you want to finish me off?! You're the one who should be fired! The only one around here not doing his job is YOU! What are we, you're little pet project? A hobby you tinker with now and again? Answer me. ANSWER ME!!!

Excuse me. Hello. I'm, ah, looking for whoever runs this joint...

Oh, this is hilarious. So you're the boss and the electrician and the janitor.

Oh, you're God. Well that explains everything1 That's how you know everything about me. That's how you got up to the seventh floor so quickly.

Well, it's really nice to meet you. Thanks for the Grand Canyon and, ah, good luck with the apocalypse.

Okay, I don't know how you're doing that, but I really gotta go. This place is obviously rigged in some way. We're on some freaky hidden camera show.

...for which I will not sign a release, by the way! But you know what, I'd be a little more impressed if you didn't use the cheesy file cabinet illusion.

Everyone with a brain in their head would know that the drawer is being

You stay away from me! I don't know what your doing. But whatever you're doing is probably actionable!

I'm having a breakdown. That's what it is. Just a normal, everyday psychotic episode, brought on by tumor or brain lesion...

Okay, just relax here. I did not meet God and I do not have his powers.

Bruce reacts shocked. The crew backs off and urges him on in Italian.

Look, I don't want to fight you guys. So as soon as you apologize,

What if God was one of us. . . Just a slob like one of us... Just a stranger on a bus... Trying to make his way. . .

It's a totally new breed. A cross pollination between tulips and Daisies. I call them Todayzees.

Since the disapearence of Teamster president Jimmy Hoffa in the nineteen sixties, his whereabouts have remained one of this country's great unsolved mysteries. That is until just moments ago, when during a routine training session, a police dog named Hank sniffed his way right into the history books. As you can see behind us, the body is being carefully exhumed and will be transported to a hospital facility where DNA testing will confirm the identity. That, of course, only a formality as in a bizarre twist, the body was found buried with a birth certificate and complete set of dental records.

Sort of a two-in-one for Hank today, as moments later, he busted a local news camera crew with four kilo's of marijuana.

No harm no foul, Jack. I needed some time off to reassess my goals and get in touch with my true self.

Jack, don't worry about that. Just give me a camera and a crew and I'll give you the news.

It seems some type of meteor or asteroid has, by chance, hit the earth right behind the Mark Twain Chili Cook Off. . .

. . . So remember, it's sky diving season at Old Pete's airfield.

This is a very unfortunate turn of events. I'm heading toward the earth at a very precarious speed...

In the past, zoo officials have been unable to get these Panda's to mate, but that doesn't seem to be a problem today.

Very good. If you run out just bring me some water, I'll take it from there.

meal, but I think it's going to just bust out of me if I don't do it now.

Evidently, they're having problems with Evan. He's finishing up the week and I go live Monday.

Okay, so maybe I've righted a couple of the wrongs in my own life. I was going to get around to others. I can do both. I can help the world.

Look hun, I want to talk about this. This just isn't a good time. Okay?

Organization and management. I need a system. Something concrete...

Promotion with 15% raise...It's green. . . Donuts are now healthy...

Oh, come on. What a bunch of whiners. This is going to suck up my whole life.

We'll have the money. Listen to me closely. I'm getting anchor. Then, I'm going to get spotted, offers will come flooding in to go national, and then you and I are moving to New York City to a place that will put this to shame. This has been my exact dream my whole life and it's finally going to happen. Every step just how I pictured it.

Exa ct ly. F or th e bet te r. I' m not poor and s truggling . And mayb e that threatens you. I'm telling you, there are plenty of women who would love this place.

Come on Grace, lighten up. .\* Tomorrow's Saturday. The office is \* throwing me a party here, for getting anchor. Let's enjoy the ride for a whi le. We're just starting to have some fun.

I ' d thank you all for coming, but the liquor is free so maybe you should THANK ME!

And now let me tell you a story. There was a man who had two sons. The younger son took his inheritance and squandered his money on a life of lust and debauchery. I LOVE THAT GUY!!

I don't know, we had a fight earlier. Ever since I . . Well, things are different now and...

I didn't think you were coming-- I mean, I . . . I screwed up, okay. Let me make it up to you.

Fine! I don't need you! I have everything I need. Did you hear that?!

How do you make someone love you when you can't effect free will?

I just took the first step, shot myself out on the ledge, awaiting vulnerably your response.

It's okay as long as you mean a donkey. I didn't add "hole." It's only bad when you say "ass-ho--

Susan, you didn't do anything \* wrong. In fact, I found the \* moment rather pleasurable. \*

We'll get back to the Saber victory in just a moment. In other news--

taking the position. Oh, and I never really congratulated you on getting the job in the first place. Congratulations, Evan.

With your permission, I think I'll go out there and make the people laugh. To quote a friend, "God knows we could use it."

Oh, are you hungry? I know a place that makes a mean tomato soup.

You win. I' m done. Please. I don't want to do this anymore. I don't want to be God.

You knew it all along. You knew if I got everything I wanted, I would ruin my life.

Alright... I've learned that I don't know as much I thought I did...

If I could have just one thing in the world. It would be for Grace to live a happy, joyful life. And that she finds someone...

...that she finds someone that will treat her with the love and respect that she so deserves.

This is Bruce Nolan at Buffalo's first annual "Be the Miracle" blood drive. Remember, the life you save may be mine, so hurry down. I had a close call and, well, can you imagine what life would have been like without me?

In honor of this event, the Kowolski brothers have baked a one- of-a-kind, creation.

Mmm, good needle. Remember, that's Kowolski's bakery. The bakery that gets more air time than a high speed chase.

Okay, we're good to go...They just stick it into my arm. Breaking through the skin, of course...

No, this is nothing. In fact, this is the second time I've given blood this week. For those of you who haven't heard, I ' d like you to meet the soon to be Mrs. Exclusive.

Ah, isn't that last one a little misleading? I mean, the story's about flu shots. Do we have to scare people to death?

Jack, shouldn't the promos be \* focusing on Pete's retirement. This is his last week.

Remember, this is their 23rd anniversary. Capacity is 59. They cater to tourists, honeymooners. . .

...She rode on the maiden voyage with her late husband. Okay, 90 \* seconds.

Bruce looks at Susan with disgust, then glances to a FIRE ALARM on the wall, mentally TRIGGERS IT. The sprinklers turn on, as well. People scream, rush toward the exit. Bruce sits down on the sofa, being rained on by the sprinklers, alone. He finally plops back and God is sitting next to him.

Bruce is with his longtime girlfriend, GRACE. She has a box of photos on the coffee table in front of her organizing them into a photo album.Grace looks at a photo,She places it in the album.Bruce points to the TV as he says "future," not realizing he's pointing at the ridiculous image of himself with the hair net bun. Grace can't help but giggle.Bruce collapses into Grace's arms like a child. He clearly has a fragile temperament.Grace holds up a photo.It's the two of them, younger, laughing.It's a picture of Grace overpowering the other bridesmaids for the bouquet.Grace cuddles into Bruce.Grace rolls over onto Bruce.Grace stands, pulling Bruce up.They kiss, stumbling toward the bedroom.net. Grace laughs, Bruce joins in as they disappear into the bedroom. CUT TO: A TELEVISION SCREEN We see the INTRO FOR SIXTY MINUTES:LESLIE STAHL is HIT IN THE NECK WITH A TRANQUILIZER DART. Her head wavers, then DROPS on the desk. The camera PANS to BRUCE, who lowers a bamboo blow gun, cooly addresses camera.THE SIXTY MINUTES TICKING CLOCK DISSOLVE TO: BRUCE'S ALARM CLOCK - IT RINGS We are in. . .

I thought it was funny. I love the hair net. How'd you get it to do that?

It does matter. You're funny. You make people smile. Come on, take a break, help me put this album together.

They do not. Now stop it. I'm \* giving. I have a very rare blood \* type, AB positive.

Oh, you're not huh? Well, then you've got a bad case of Liberace.

Sorry, honey. My sister seems to think she's my mother. Where are you?

I just want to make sure we're not getting too ahead of ourselves.

Honey, you're mad right now. It's understandable. And what Evan did was slimy and wrong. But your job doesn't matter to me. You matter to me. You could've really been hurt. I'm just glad you're okay.

Is that what you have, Bruce? A mediocre life? Well, I'm sorry for being a piece in your mediocre puzzle.

Gosh, this girl is so talented and all they ever talk about is her hair.

I hope so. I've never seen him \* that mad. An d I lashed back-- \*

What can I say, I love him. And if I know Bruce, he's out there wandering around with the weight of the world on his shoulders.

What do you mean, why? Last night you weren't exactly happy with life.

It's funny, but when I woke up this morning, It felt like my boobs were bigger.

So, Bruce said and I quote: "Prepare yourself for an amazing evening that will change our lives forever."

Well, he's always said when he gets his career together, you know... And his career is more than together. I mean, come on, Chez L'Amour. Change our lives...

That's great, honey. Congratulations. Wow. So that's what's tonight is about?

Bruce, what is going on? The second I want to talk about us you run out on me.

You know, I actually had the crazy idea that you were going to ask me to marry you tonight.

Fin e. Yo u kn ow wh at? I 'm go in g t o go home and if by some miracle it \* suddenly becomes a 'good time', you \* know where to find me. \*

I have to see a doctor. There's definitely something wrong with me.

Oh my goshI How did I sleep this late? I've got to run. Are you giving me a ride?

L ook! I'm back to no rmal. It was the wildest thing, I was worried, so I said a prayer and the next thing I know, I was completely healed. It was like a miracle.

This had to cost-- I can't even imagine how much this had to cost.

What were you thinking? Why didn't \* you talk to me about this? \*

Appreciative of what? The fact that you didn't include me on a major life decision or that we now

Not a great time. What is that, your mantra? This is never going to change. . .

I'm sorry, but I won't be attending your little pa rty tomorrow. And if \* you would like to see me after I will be at our home. \*

I don't know. It's his big night. \* I don't want to spoil it. I know . \* how much this means to him. \*

Here. I do n't w ant your car. I don't want your things. . . I don't want you.

Yeah, a big boat and oh, maybe two bags of cash, you know, the ones with the big cartoon dollar signs on the front. Then I'll be happy. Because I'm just hollow inside. Debbie's been right. All this time. I defended you, told her there was good in you. Another side to you. Well, I just saw that other side and I don't want anything to do with it.

I hear that all of this winds up in a warehouse somewhere. But you know me, I'm a sucker for this stuff.

I don't even know what I'm doing here. But... When I heard that you'd been in an accident and that you might not make it. . .

Bruce lies next to Grace with a big smile on his face. Grace hits the alarm, rolls over snuggling close to Bruce.She kisses Bruce, gets up.The covers are RIPPED OUT OF FRAME. Bruce throws a mock hissy fit.

Bruce watches TV as he buttons his shirt.CUT TO: MOMENTS LATER Bruce checks his hair in the mirror practicing his new sign- off.ANGLE - SAM Peeing in the corner on the carpet.

...and the Sabers lost another close one last night. Four to three to the Toronto Maple Leafs.

But get this, there were like 433 thousand other winners, so it only paid out 17 dollars. Can you believe the odds of that?

Bruce runs along carrying the peeing Sam with extended arms dodges a man ascending the stares, who gets sprinkled.

Bruce makes it outside, sets Sam down on the grass. Sam looks up innocently at Bruce, finished.

Bruce pulls up in his Ford Tauras to a cluster of cars unloading kids. A 2003 MERCEDES SRL passes by.Then Bruce notices a big medical van in front of the school with a BLOOD DRIVE SIGN.Grace sighs in exasperation, starts out when...She places a STRING OF PRAYER BEADS on the rearview mirror.

Bruce is stuck in bumper to bumper traffic. He stares at the prayer beads with a "thanks alot" look. A big accident ahead. Bruce looks at his watch, he's screwed. A person is CARRIED BY ON A STRETCHER, Bruce is oblivious.Bruce's BEEPER sounds. He checks it.He looks to the right of the car in front of him, then peels off onto the shoulder, passing tons of cars.SFX: SIREN Bruce pulls over, fumes.

Bruce screeches into a space, races out of the car, bumping over a trash can, goes back to pick it up, sees a HOMELESS MAN who sits peacefully next to a paint bucket and sign boards. The various "warnings" change daily. Today's SIGN reads:

Bruce looks at the sign quizzically for a beat, then continues on.

Bruce rushes through the newsroom, rounds a corner and runs right into BOBBY, the endlessly yammering PASTRY CART GUY.He comes back up, proudly presents a slice of quiche.Bobby belts out a laugh.Bobby shoves a bite into Bruce's mouth. Bruce feigns liking it with exasperation.Bruce tosses the thought, digs into his pocket, fishing for cash.Bruce glances over, annoyed but freezes at the sight of sexy anchorwoman, SUSAN ORTEGA across the room.Bruce offers his money to Bobby.Bruce tosses the money on the cart, heads off.

Bruce the goose! Morning, Buddy. Don't even move, I got somethin' special today. My mom made it just for you.

You know, contrary to popular belief the quiche was actually invented by the Mayans, then stolen by the French. They shoulda said, "Hey, that quiche ain't yours, it's Mayan!"

They must have gotten high or something, cause they was orderin' everything, I had. Hey, how long have you been interested in pastry? 'Cause I've got an aunt who makes baklava twenty layers deep.

Hey, Br uce . N ice job , m an. Wa sn' t the same without you around here, pal.

You're going to need your energy in there. Can I interest you in a

Tell you what? I wasn't going to break it open until lunch time, but I made a batch of rhubarb that you have got to try.

You know, French Toast was invented by tavern owner, Joseph French, who had a poor knowledge of grammar, and did not know how to use the possessive apostrophe, so he called it French Toast instead of French's Toast...

ON THE MONITOR:Bruce looks at the sign quizzically for a beat, then continues on. IN THE ROOM The morning meeting is well in progress. Leading the group is the station manager and Bruce's boss, JACK KELLER, 50's, a constant furrow in his brow. Also in the room: Bruce's fellow field reporter and rival EVAN BAXTER, 30' s , a walking statement. Impeccable posture, perfect speech, perfect everything and he knows it. FRED DONOHUE, the ever jovial sports reporter; always tanned, vain weatherman, DALLAS COLEMAN and segment producer Ally Loman.A beat and they all crack up.More laughs. \*Bruce bursts into the room. The meeting stops. Jack doesn't need to say anything, he just looks at his watch.This hits Bruce hard. A beat of silence.The others chuckle. Only Ally remains sympathetic.More laughs.Jack continues with assignments. Evan sits smugly, as Bruce slides down into his chair, deflated.

No, just into watching. Or I could change it to: "Slow news day, come yawn with us. At eleven."

I would have swore I already said this, but promos are approved. Now \* can we move on? \*

Nice story, Bruce, but we're going with Evan's piece on the sex scandal at the mayor's office for sweeps.

I'm just messin' with you, Bruce. See you've got to remember that the news room is like a cookie...

Okay, knock it off... Bruce we're holding your story in reserve. Now, can we get back to the board so we have something to air today?

Thanks, Susan. I ' m thrilled and honored. Like you said, no one can replace the great Pete Fineman, but I'll do my best. I have to say I am so proud to be a part of our local community. Of Buffalo. I think a great city is a lot like a great recipe really. Put in some hard working citizens, add some care givers, maybe a few nuts...

All sprinkled with the strength and love of our good families, that ultimately creates a sweet place to live. Thank you.

A potential scandal with the Buffalo P.D. surfaced today when...

Ah, there we go. Sorry about that. The Prime Minister of Sweden visited Washington today as my little tiny nipples moved to France-

You're probably here to gloat over the anchor position. Go ahead, I'm sure I deserve it.

Look, Bruce. You're a good reporter. You make people laugh. God knows today we can use it.

Come on, Bruce, talk damn-it... Okay, get ready to pull the plug.

Look, I'll be straight. We want you back, Bruce. I want to tell you, it wasn't my decision to let you go. When the big guy gives the order, I gotta...

I cur se a lo t. I c hea t on my ta xe s. My w ife u se d t o mak e my kids call me, when she was alive...

...Now, I go to strip clubs, and dri nk a ll nig ht. Bu t at le ast their open unt il four. W hat are you doing tonight?

Look, it's not in my power to give you a nchor, but as far as field repor ting goes, if you're looking for a bump.

Look this isn't easy for me. We're starting to get some complaints and... Well, Bobby, things just aren't working out.

Okay, the Sabers just won the Stanley Cup. It's getting pretty crazy out there. We're going to kick live to Fred at the stadium. Oh, and Bruce, you won the pool again. Exact score, dead on. Twenty-three to one, who would have thought.

Thank's Susan. I'm here with coach Tucker who has lead the Sabers to their first championship in 22 years...

Jack is at Bobby's cart, paying for a sandwich. Bruce catches up .to him.Jack takes his sandwich and leaves. Bobby leans to Bruce.Bruce looks at Bobby, continues after and catches Jack.Bruce thinks, then flips Jack's sandwich plate over. It scatters on the floor. Jack and Bruce stare at each other for a beat.Bruce bends down, starts picking up Jack's food.He hands the plate to Jack, as sexy anchorwoman SUSAN ORTEGA saunters by.Bruce blanches at this obvious snubbing.Bruce slumps, he's heard this a thousand times before. \*Bruce hugs Jack, pressing the sandwich against his chest.Bruce takes off, Jack looks down, peels the sandwich off his chest. We hear children's joyous SHRIEKS...

Alright, tell you what. It's the \* 23rd anniversary of the Maid of the Mist. I want you at Niagara Falls in an hour.

A COUPLE DOZEN KIDS playing at Grace's self-starter business, a one room day care center filled with children and toys. Grace turns, reacts.ON MARTIN - AN ADORABLE HISPANIC BOY He shakes his head "no."He does. His tongue sparkles with glitter.Grace's sister, Debbie, enters. She's wearing a nurse's outfit. Her youngest, ZOE, 3, runs over to greet her.She spreads paste on the paper, sprinkles glitter.Martin is busted with the paste spreader stuck in his mouth. Grace snatches it.The phone RINGS.Debbie does.

Well, it seemed like they were speaking a foreign language sometimes, but no. Problemo?

You're good with them, you know. You should have some of your own.

Well, I've been praying to win the lottery for fifteen years, but it's not going to happen. You know, it's not all about money.

Well, thank Mr. Exclusive for me. He's on a quite a roll. What'd he do make a deal with the devil?

I don't know, hun. I mean, I like Bruce but that man's priority list is him, him, him, then him some more and then you.

You know what I do before I go to sleep every night? I tuck my kids in bed, I eat a scoop of ice cream and watch Conan.

Bruce is on his cell phone, while the NEWS CREW races around, setting up for the report. The FALLS ROAR behind him and the Mate of the Mist sightseeing boat is in the b.g.INTERCUT DAY CARE AND FALLSGrace GRABS THE PHONE.Grace quickly switches gears. She experienced the premature- celebration before.Ally interrupts, indicating the time.(hangs up) \* Debbie turns to Grace. \*

Please make the Sabers win the playoffs, good. Please, please let the Red Wings beat the Sabers.

Marriage, I want marriage, okay. \* It's just not a great time right now.

If you're trying to buy your way \* out of the hot water you're in, \* it's not working. . . \*

Us ? W hat us? Yo u a lwa ys said wh en \* your career takes off we'd get \* married. What happened to that us? \*

Ally hustles Bruce toward the bow of the boat, as he places his ear piece.She hands Bruce a very stupid looking, blue "falls" shaped UMBRELLA with the MAID OF THE MIST INSIGNIA.Bruce takes the umbrella. ' ' BRUCE Lovely. Glad I wore my tap shoes.She positions A VERY, VERY OLD WOMAN next to Bruce.Bruce looks upward at the ridiculous umbrella. Mutters encouragement to himself.90 seconds, going live. Think anchor, think dignity, (glances up toward umbrella) Ignore umbrella. Just have fun. CUT TO: THE LIVE FEED IN THE CAMERA TRUCK AT THE FALLS Some of the CREW MEMBERS watch the feed. ON TV Pete Fineman is reporting.The female co-anchor, SUSAN ORTEGA:Pete smiles a proud, heart-felt smile.ON BRUCE Listening to the feed. His FACE GOES WHITE. He stands in shock. Evan is seated next to Susan.The other news anchors and Evan himself chuckle at "his" joke. Bruce listens on the feed, beyond stunned.

...but because of the fast response by our local fire fighters, the toxic chemicals were cleaned up without incident. Susan.

Bruce Nolan is standing by at Niagara Falls with a report on the Maid of the Mist sightseeing boat, but before we go live to Bruce, we have an announcement to make. As everyone knows, after 33 years, our beloved Pete Fineman is retiring.

Pete's shoes are virtually impossible to fill, but the show must go on. And we could think of no one better than our very own Evan Baxter.

Congratulations, Evan. Looks like we'll be sitting side by side from now on.

Wow. That was amazing. And now let's go live to wacky Bruce Nolan out at Niagara Falls.

Good evening and welcome to Eyewitness News at six. I'm Susan Ortega.

Yeah, I didn't see her in there. I love the new place, by the way. So how are you and Grace doing?

You know, I always had an instinct about you. I knew you were going to make something of yourself.

Bruce, if I had any idea Grace was going to be there last night...

We apologize for the interruption, and now back to the news. Bruce. . .

I'm sorry, we're going live to Rupp arena where the Buffalo Sabers have won the Stanley cup. Fred...

Bruce stands like a deer in headlights, drenched, holding the ridiculous umbrella. Ally sig nals Bruce he's on. He stares into camera, numb.

The kids are gone. Grace watches the TV with a few other teachers. She's concerned.

Susan reacts to the message in her ear piece.Evan smiles in the background, clearly enjoying himself.

Like popping out of a coma, Bruce surges in. Surprisingly, seems very up and fine.

Bruce takes off walking, the camera follows.Bill shakes his head "NO" as Bruce pulls him into frame.

Bruce is now licking the camera lens. He steps back and signs-off. Smooth as silk.

Bruce is TOSSED OUT THE FRONT DOORS, his box of possessions spilling on the ground. Bruce FLAILS at the building.

Bruce carries his box to his car, when he HEARS A NOISE. A street GANG is hassling the HOMELESS SIGN GUY. Pushing him around, breaking and painting over his signs. Instinctively, Bruce walks over.They turn, look at Bruce, laugh and head off. Bruce helps the Sign Guy up, looks after the Gang.They stop cold, turn back to Bruce and CHARGE AT HIM. Bruce attempts to run, but they leap on him in a big dog pile, swinging and kicking. Bruce is left with a bloody lip, lying beside his car. We hear the sound of smashing glass and scratching metal and the gang running off. Bruce slowly gets up. Reveal Bruce's car, WINDOW'S SMASHED, PAINT SCRAPED and the word "HERO" KEY SCRATCHED ON THE DOOR.Bruce gets in, pulls out of the parking lot passing the Homeless Man who sits beaten up holding a scrawled out sign "LIFE IS. JUST"

Bruce is pacing, holding an ICE PACK to his swollen lip.treatment for syphilis down there. I think it's time to release the tainted monkey. Oh, and there's a guy in Ohio who's praying for strength and wisdom, blind him and cut off his legs.Sam starts PEEING ON THE RUG.Grace puts Sam outside. Returns, trying to calm Bruce.Bruce angrily swipes at the table knocking the photos and the photo albums to floor.Grace starts to cry.Bruce grabs his keys and heads out.

It's RAINING now. Bruce drives, going nowhere in particular. His frustration is turning to desperation.Bruce passes a BLINKING YELLOW CAUTION LIGHT, doesn't notice. . .A PEDESTRIAN stepping into the crosswalk, steps back out of the way.Bruce is oblivious.A TRUCK TRANSPORTING VARIOUS ROAD SIGNS pulls in front of Br uce . F our way s, bli nki ng. The va rie d s igns re ad: Yi eld , Wrong Way, Dead End, Do Not Enter, Stop.Bruce spots the PRAYER BEADS hanging on the rearview mirror.He hits a bump and the BEADS DROP TO THE FLOOR. Bruce reaches down, fishes for the beads...And BAM!11 BRUCE'S CAR SLAMS INTO A LIGHT POST.

Bruce stumbles out, surveys his demolished car, then looks at the beads in his hands. He begins to laugh maniacally. He spots the lake, starts running toward it like a madman, HEAVES THE PRAYER BEADS INTO THE LAKE. He looks heavenward, challenging the Infinite.A beat of silence then Bruce's BEEPER GOES OFF. He cynically chuckles at the timing, checks it, sees 772-5623.Bruce walks off toward his wrecked car, it BEEPS AGAIN. CUT TO: CLOSE ON - AN ALARM CLOCK The BEEPING continues. We are in. . .

Bruce wakes, slaps at the alarm clock, groggy, reaches for the phone, finally realizes it's the beeper. He gets up, begrudgingly, checks it. The same number.Bruce tosses the pager on the bed, heads for the bathroom. The beeper BEEPS. Bruce stops in his tracks, turns, opens the window, grabs the beeper and FIRES IT OUT. It SHATTERS against a telephone pole. He calmly continues to the bathroom.

A note is stuck in the bathroom mirror, with an old picture of he and Grace in happier times. The note simply says: "I LOVE YOU. WE NEED TO TALK. Grace" Peering over top of the note, Bruce sees Sam circling on the rug.

Bruce sets Sam on the grass. Sam looks up, finished.BEEP, BEEP, BEEP... Bruce walks over to the shattered beeper. He picks up a small piece of it containing the LED read out: 772-5623 ON BRUCE - AMAZED

A PHONE - BRUCE DIALS THE NUMBER A PRERECORDED VOICE ANSWERSyour name Bruce? Then do we have the job for you. We're located at 77256 23rd Street... Bruce reaches for a pen, begins jotting down the address.

Denied that promotion at work? Is life unfair? Everywhere you turn is there someone less talented than you reaping all the benefits ? Is

An old building on the outskirts of town. A faded sign painted on the wall reads, OMNI PRESENTS. Bruce's demolished car enters frame. He studies the area and building suspiciously. Bruce cautiously moves towards the structure and then, STEPS IN A PUDDLE. He SINKS UP TO HIS KNEE.He gets out, shakes off his sopping leg, and heads inside.

Bruce enters and checks the BUILDING DIRECTORY. It reads: OMNI PRESENTS UNLTD. Pers onnel Rm. 7 Ac coun ting Rm. 7 Security Rm . 7 Creativ e Rm. 7Bruce turns to see a JANITOR mopping the floor. He looks at Bruce's wet leg, offers the mop.He points to an elevator bank a couple of steps away.Bruce heads for the stairs.He continues on. SEVENTH FLOOR The stairwell door opens up to a LARGE ROOM with a SINGLE DESK at the end of an otherwise empty space. Bruce hears someone tinkering atop a tall ladder extending into a hole in the ceiling.CLICK and an INSANELY BRIGHT WHITE LIGHT ILLUMINATES, shining down blinding Bruce.An electrician, silhouetted in the bright light, descends the ladder.As he talks he steps down next to Bruce and we see that it is the SAME JANITOR.The two stand, angelically illuminated. Bruce tries to put everything together.The Janitor CLAPS HIS HANDS TWICE and the light goes off.The Janitor unzips his uniform, revealing a very nice suit. He extends his hand to Bruce.He strolls down the room, takes a seat behind the big desk.Bruce approaches the desk.He points out a single drawer file cabinet.Bruce pulls the drawer and it FLIES OPEN, DRAGGING HIM THE FULL LENGTH OF THE ROOM -- The Janitor casually pulls a file.He thumps the file cabinet with his fist and the drawer dramatically sucks closed, DRAGGING BRUCE BACK. The Janitor reads from the file.Bruce stands, dazed. ·Bruce turns to leave, BUT FINDS HIMSELF WALKING RIGHT TOWARD GOD AND HIS DESK. He tries again, and again.· fed through the wall from behind-- Bruce pulls the file cabinet from the wall, sees it has a normal back.Bruce quickly puts his hands behind his back.Bruce extends three fingers.He quickly pulls one finger in.Bruce begins switching fingers rapidly. God doesn't miss a beat.One final attempt, Bruce holds seven fingers.He quickly pulls in two fingers.Bruce proudly presents his single hand of five extended fingers to God, then immediately notices he has SEVEN FINGERS ON HIS ONE HAND.Bruce backs away from God.He turns to go but GOD STANDS BEFORE HIM in the Janitor uniform, holding the mop.Bruce glances back at the empty desk, turns back again and God the Janitor has also vanished. A beat, then Bruce sprints out of the room.

Be right with y.a, just fixin' a light. Tell me if it's working?

Yeah, it is for most people. They spend their lives in the dark...

Nothin' wrong with rollin' up your sleeves, son. People underestimate the benefits of good 'ol manual labor. There's freedom in it. Happiest people in the world stink like hell at the end of the day.

Oh, I know a lot about you Bruce. Pretty much everything there is to know. Everything you've ever said, done or thought about doin', is right there in that file cabinet.

I am so honored that my horrible demise is a part of your loving and mysterious plan.. The gloves are off, pal.. Smite me oh mighty smiter.

I'm not much for blaspheming but that one made me laugh. Oh, and let's not forget "What kind of a God would let this happen? I mean, have you seen then news lately?"

I'm the creator of the heavens and the earth. I'm the alpha & omega. The first and the last.

He shakes his fingers wildly and the two extra fingers disappear. God approaches Bruce.

You've been doing a lot of complaining about me, Bruce. And quite frankly, I'm tired of it...

Well, that's not very neighborly. I brought you here to offer you a job.

My job. You think you can do it better, so here's your chance. When you leave this building you will be endowed with all my powers.

Most people want to kill these guys. I'm quite fond of em'. Very streamlined design. Like little

armored tanks. Y'know, they can hold their breath for forty minutes and their cells divide only once per molting cycle creating a cytoskeleton with cell adhesion that...

I figured that would get your attention.. I did the same thing to Ghandi, he couldn't eat for three weeks. Now, here's the deal. You have all my power. Use it any way you choose. There are only two rules. You can't tell anyone you're God. Believe me you don't want that kind of attention. And you can't mess with free will.

Since you're finished with these, I think I'll hang to 'em. Might come in handy someday.

Ever hear of the Dark Ages? Besides, I'm covered. You can fix everything in five minutes if you want to, right?

It's Everest. You should try flipping on the Discovery Channel every now and then. Well, I guess you can't now, being dead and all.

They're prayers, Bruce. You keep ignoring them and they're going to build up on. you like that. You didn't think being God was going to be all fun and games did you?

You aren't listening, son. Let's see, you've had my powers for over a week now and how many people have you helped?

The world? That wasn't the world, Bruce. That was just Buffalo, between Commonwealth and 57th. Didn't want to start you out with more than you can handle. Now how

Enjoying your party? Yeah, nothing like spending time with some real frien ds. Any s hrimp left ?

Welcome to my world, son. You come up with an answer to that one, you let me know.

There we go. Wonderful thing. No matter how filthy something gets, it can always be cleaned right up.

Ginnie thought she lost her beauty when she got older. I'm trying to convince her otherwise.

Ah yes, Filbert. Brilliant young man. He was going to be a great poet.

The soul of his work would have been built out of his hardships. He would have touched millions.

Ester Maha. I love Ester. Ester was bankrupt. She was going to have to eat her pride and call her sister. Would've got the two of them together again. Instead, she bought a condo in Florida.

This is good-bye, Bruce. You've learned a lot. I think you should be able to handle things now.

See Bruce, that's your problem. That's everybody's problem. You keep looking up. . .

You can't expect to kneel down in the middle of a highway and live to talk about it.

Bruce barrels out of the building --He races to his car stepping in the SAME PUDDLE, but this time his foot doesn't sink, he WALKS RIGHT ACROSS IT. He paus es f or a bea t --He races on.

Bruce jumps in, turns the key, the car turns over but doesn't start.We hear the car wind down to nothing. Bruce releases the key pounds the steering wheel in frustration.The car INSTANTLY starts.Bruce backs up, peels out. MUSIC UP: "HE'S GOT THE WHOLE WORLD IN HIS HANDS"

Bruce drives, whistling the tune, catches himself, immediately stops whistling.Instantly, Bruce's car PEELS OUT, races through traffic, dodging and passing cars right and left.Suddenly there is a GUY IN A RED PIT CREW SUIT standing before Bruce waving a red flag. Bruce swerves to avoid the man and SCREECHES into a pit stop. Several other red-suited Italian men engulf the car. Bruce watches in amazement as the professional racing team jacks up his car, slaps on HUGE MAG TIRES, gases him up, etc. PAUL NEWMAN leans into the driver's window.Bruce responds against his will IN PERFECT ITALIAN --Bruce's car peels out on it's own, he struggles to control the wheel, finally pulling over to a curb. His car door won't open so he has to crawl out of the driver's window. He rushes onto the sidewalk, backing away from his normal looking Tauras. Not knowing what to do, he slips into a diner.

Bruce quickly walks to a back corner booth. The only other patron is an OLD MAN seated at the counter.An older. Sally Kirkland-type WAITRESS, order pad in hand, stands listening to Bruce with a raised eyebrow.The waitress pours him a cup.She heads off. Bruce sits thinking. Could it be real? He looks at the SUGAR down at the end of the table, holds out his hand and the SUGAR SLIDES ACROSS THE TABLE RIGHT INTO HIS HAND. The CREAMER slides into his other hand. Bruce is half scared, half thrilled. He pours some cream and sugar into his cup, looks around the table.Bruce chokes up a spoon into his hands, wipes it off with his napkin.The Old Man eyes Bruce suspiciously, gets up and moves further down the counter. The Waitress sets down the soup, heads off, then turns back.Bruce looks at the soup. His look grows intense. He slowly raises his hands over the soup bowl.... MUSIC UP: THE TEN COMMANDMENTS THEME The front door blows open, as A WIND SWIRLS through the diner and with all the flourish of Moses at the Red Sea, BRUCE PARTS HIS RED SOUP. A little cockroach scurries across the table, climbs up the edge of the bowl and walks through to the other side.Bruce is startled and the soup splashes back to normal collapsing on the cockroach. He looks up at God standing beside the booth. Bruce is now awestruck.

And I'm sleeping with my best friend's husband. I know he's just using me but.. I'm just so tired of being alone. I don't know why I'm telling you all this. Just seems like you'd understand.

God leans down, lets the little soup covered cockroach go. God and Bruce then walk along the lake shore.Off Bruce's look.Suddenly a LARGE SAILBOAT SAIL PASSES RIGHT BY THEM. Bruce looks to the sail, oddly, then... WIDE ANGLE - REVEAL God and Bruce are now walking ON THE LAKE about 100 feet from the shore. They watch the sailboat pass. Bruce is awestruck.God dips his hand in the Lake and pulls out THE PRAYER BEADS. He pockets them as he talks.WIDE MASTER - BUFFALO CITY-SCAPE God and Bruce are tiny figures on the river, as God begins to walk away.ON BRUCELeft alone, Bruce begins to carefully tip toe back to shore, progresses to a full sprint.

Grace and Debbie stand at the check-out stand. Grace flips through a celeb magazine, as Debbie places the last few items from the cart to the conveyor belt. In the background, throughout, Debbie's daughter, Zoe is grabbing random items off the shelves and placing them on the belt.Grace checks her cell phone screen.Zoe begins pulling groups of items onto the belt.The CLERK finishes ringing the last item.Debbie looks in a bag, pulls out a handful of various counter items. Zoe giggles and proudly holds up one of the hundred or so Tic-Tac mint containers.The people in line hem and haw, exasperated.Zoe laughs, enjoying the commotion.CUT T0:

Bruce struts down the street the embodiment of confidence. He turns shooting a finger at a fire hydrant, it BLASTS WATER. KIDS run off their front steps, start playing. A PRETTY GIRL IN A DRESS, comes' walking toward him. As she passes he BLOWS A LITTLE AIR OUT OF THE CORNER OF HIS MOUTH and turns to watch her SKIRT FLY UP.He spots a mannequin in a store window display, wearing a cool, casu al outfit. He closes his eyes. When he opens them, HE'S WEARING THE COOL NEW OUTFIT and the mannequin is dressed in his clothes. He checks his reflection. . . better. Bruce rounds the corner, sees the SAME GANG that beat him up, hanging out in the alley.

Bruce approaches the gang.The gang members turn to Bruce.He and a couple other gang members laugh and high-five.A beat, then the Hoods BURST OUT LAUGHING. A few circle behind, surrounding Bruce.The Hood gets a PAINED LOOK, starts gyrating around, then a MONKEY comes climbing out the back of his baggy pants. The Big Guy looks at Hood #1.Hood #1 faints from shock.ANOTHER BRUCE steps out from behind a stack of crates.As Bruce talks, DUPLICATE BRUCE'S begin popping out from various spots, a doorway, hanging down from a fire escape, a dumpster pops open, six Bruce's jump out.T HE B RUGES CONV ERGE ON TH E GA NG -- Hood #2 is instantly tackled by THREE BRUGES -- ONE BRUCE kneels down behind a hood, ANOTHER BRUCE pushes him down over his back. The two Bruce's high-five -- A Hood climbs a fire escape. ONE BRUCE gives a hand up to ANOTHER BRUCE, who takes pursuit. ANOTHER BRUCE leans out of a window SMASHES a potted plant over his head -- ON THE MONKEY - SCREECHING, ENJOYING THE EXCITEMENT Our Bruce stands in the middle of the action, happily watching the mayhem.Hood #2 takes off running, the gang members follow.The Bruce's jog over, leaping and diving into Bruce's body.Bruce takes a deep breath, OPENS HIS MOUTH WIDE, RELEASING A SWARM OF LOCUSTS --

Oh, yeah. I'll apologize... The day a monkey climbs out of my butt.

The gang streams out of the alley screaming, COVERED IN LOCUSTS. Bruce exits the alley, the monkey at his side. He looks down to the monkey.The monkey takes off back into the alley, as we see HOOD #1 stumbling to his feet.He takes off running, the monkey in hot pursuit. ON BRUCE He belches and one last locust flies out. He reacts to the unpleasant aftertaste and walks off. CUT TO: CLOSE ON - BRUCE We widen to an UP ANGLE of him standing on the top of Buffalo's tallest SKYSCRAPER. Clouds swirl behind him. He looks out over the vast city lights, opens his arms and proclaims to the world.

Bruce poses in dramatic god-like form, lightning crashes behind him. He is an awesome god.

Grace sits on the floor next to the coffee table with a box of photos working on the album. She takes a sip of wine, sets down the glass. Sam walks over and laps up the wine.Grace hears Bruce coming up the stairs, singing.Grace reacts a bit surprised by Bruce's happy tone, she gets up, opens the door and there stands BRUCE, beaming smile, holding a very unique BOUQUET OF FLOWERS.Grace takes the flowers, gives Bruce a kiss, still sizing up his mood.Grace goes to put them in water.

Bruce breezes through, casually instructs the stereo as he passes.The Stereo illuminates and Barry White music plays.

Bruce opens the doors, steps onto the balcony. He surveys the cloudy sky, reaches up with his hand and ERASES THE CLOUDS, LIKE ON A CHALKBOARD. Still not completely satisfied he reaches up toward the moon and makes a LASSOING MOTION, THEN BEGINS TO PULL. OUTER SPACE - BEHIND THE MOON Earth far off in the distance - And with a THUNDEROUS RUMBLE the MOON starts MOVING CLOSER TO EARTH. BACK TO SCENE Bruce adds a finishing touch by adding several stars with points of his finger. Grace joins Bruce on the balcony and is taken aback by the perfectly orchestrated sky.Bruce puts his arms around Grace from behind.Bruce starts kissing her neck. Grace turns, .they kiss and a METEOR SHOWER lights the sky behind them. The kiss ends.

Grace grabs a neglige from the drawer, heads into the bathroom. Bruce enters, adjusts the ambience of the room, BLOWS THE LIGHTS OUT with a quick puff of air, LIGHTS CANDLES with a gesture. His clothes magically fall away.

Grace slips her neglige on, begins brushing her hair.Grace SHUDDERS a bit at the word "pleasure", quickly finishes \* brushing, picks up her lipstick. \*GRACE'S KNEES BUCKLE, causing the lipstick to smear across \* her face. She sits down on the toilet seat to get a hold of \* herself. \*Grace has a very POWERFUL ORGASM and slides off the toilet \* out of frame to the ground. \*Oh, oh. Oh my... \* CUT TO: \*: BRUCE Standing at the door with both arms extended toward the bathroom like an WARLOCK CASTING A SPELL. Suddenly the light hits him from the open bathroom door and he quickly strikes a casual pose. Grace stands in the open doorway, panting like an animal. She dives on Bruce, attacking him.

Don't rush yourself. Sometimes \* anticipation can heighten the \* pleasure. \*

ON TV - THE MORNING NEWSWe see remote footage of Japanese families being airlifted from root tops.Grace half watches the newscast as she finishes breakfast.

In international news, Japanese relief workers are staging a desperate effort to rescue hundreds of people stranded by a freak tidal wave that hit Kitamoto City...

Scientists say the tsunami may have been caused by what they're describing as "unusual lunar activity." More on this, as it develops. . .

Bruce lies blissfully asleep. Big smile, life is good. Then, we hear WHISPERING - Like distant voices MURMURING all at once. Bruce wakes with a start. He looks around puzzled, sticks his finger in his ear checking his hearing as the voices fade away. ANGLE - SAM Circling, getting ready to go on the carpet. Bruce casually warns.Sam looks at Bruce for a beat, then walks into bathroom, raises the toilet seat with his nos e, and STANDS UP ON HIS TWO HIND LEGS, HOLDING HIS SNAUSAGE WITH HIS FRONT PAWS (NO, WE DON'T SEE IT) AND STARTS TO GO. He looks proudly back at Bruce.

Grace places breakfast on the table. Bruce comes out, fully dressed with a spring in his step.Bruce sits, Grace sets down his plate, leans close.Bruce enjoys his grilled cheese.Bruce looks away, guilty, trying to be nonchalant.They aren't. They are clearly bigger. She holds them.Bruce throws up his hands.He stops, turns. A new confident Bruce.MUSIC UP:

Bruce heads for his severely beat-up junker car whistling "What if God were One of Us."

CLOSE ON - BRUCE He gets in, fastens his seat belt, as two teenagers cruise by on skateboards, stop outside Bruce's window.MASTER - STREET Reveal Bruce's car is now a brand new MERCEDES 2003 VISION SLR. He starts and revs THE POWERFUL NEW ENGINE and peels out.

Bruce turns the corner into bumper to bumper traffic. No problem, the traffic magically opens up for him, cars instantly swerving right and left clearing a path for Bruce. He waves as he passes.

A POLICE DOG, HANK, performs some standard TAKE DOWNS by "attacking" a "criminal" (trainer) on the run. PHIL, a reporter from a rival station is wrapping up his story.The crew start to wrap up. ANGLE - BRUCE Watching the action from the side, holding his own home video camera. Phil spots him.Phil and a couple of his crew laugh, as they load the last of their equipment into the van and shut the doors.Phil turns back, Bruce and he exchange a glance. Hank is DIGGING FURIOUSLY, making a BIG HOLE. The Policeman jogs over, joins the trainer. They watch as TWO DRESS SHOES ARE UNCOVERE D IN THE DI RT. Hank BARKS.EXTREME CLOSE ON - THE VAN'S DOOR LOCK It LOCKS AUTOMATICALLY. The CAMERAMAN yanks at the door.Bruce casually turns his camera on, gives Phil a "tough break" look, heads for the scene, as Phil and his crew scramble around the van. ON A TV ·We cut to the pre-taped story. Bruce stands with Hank and his trainer before camera, the body being exhumed from the ground behind him.We see footage of PHIL AND HIS NEWS CREW, being cuffed on the ground, as large stacks of marijuana plants are being pulled from the van.

I certainly wouldn't want to be a fugitive on the run with Hank, Buffalo's number one police dog, on the job. This is Phil Sidleman reporting from The Police Canine Training center.

The body of Jimmy Hoffa was uncovered in a field today outside of a canine training center in Buffalo New York. Local Buffalo freelance field reporter Bruce Nolan was the first on the scene...

As Bruce pulls up in front of the building the NO PARKING SIGN flies back into the bushes and the RED CURB TRANSFORMS TO GREEN as though being sloppily painted with invisible brushes. Bruce exits the car and smooths past the Homeless Sign Guy, who sits in his usual spot. His sign reads: "HEAVEN IS AT HAND. LEGGO YOUR EGGO."

Bruce cruises through the office, fielding greetings.Susan Ortega smooths up to Bruce.She give's Bruce a "look" and continues on. Bruce is a bit inflated by the encounter. Bobby the pastry cart guy wheels his cart up along side.donut?Bobby CUTS BRUCE OFF WITH HIS CART. Bruce is forced to stop.Bobby forces a ladle of rhubarb out at Bruce.Bruce continues off, as Bobby stops cold, adopts an odd expression, then his EYES ROLL UP IN THEIR SOCKETS, SPIN ALL THE WAR AROUND, THEN GLOW RED. LITTLE HORN BUMPS PUSH UP FROM HIS SKULL. He turns instantly demonic. An overly PERKY FEMALE OFFICE WORKER approaches Bobby from behind.She is instantly hit in the chest with a stream of green vomit. A beat and Bobby offers out a plastic spoon.

ON JACKThe re he i sl Ho ff al H a i W h a t a r e \* the odds of that? \*Ha! What are the odds? \*Jack pauses for an awkward beat. His face grows serious.Jack recovers, rejuvenated.Jack gives Bruce a big hug.Bruce exits. Jack likes the new Bruce.

Bruce heads out as The Eyewitness News opening plays on several monitors. Susan Ortega opens.This stops Bruc e. He watc hes Evan on a newsr oom monit or. A devilish smile forms on Bruce's face.Evan's voice suddenly becomes HIGH PITCHED, like a girls.Evan tries to clear his throat again, but his voice remains HIGH PITCHED. 64,response over allegations made b. . . yWhat the hell is that? Evan is starting to visibly sweat.Evan shoots Susan a look to cover for him. Susan tries to cover with a joke.She laughs, Evan laughs in a RIDICULOUS HIGH PITCHED GIRLY L AU GH tha t m ak es it ev en w or se . H e s ip s th e w at er a nd hi s /·" "" N VJ voice returns.Evan stops cold, staring at the teleprompter. INT. TV STUDIO - CONTINUOUS The Director in the booth reacts.The Console Operator checks the text being fed to Evan.-^ The Stage Manager motions to Evan, he reluctantly continues / reading.The White House reception committee greeted the Prime Rib Roast Minister and I do the cha cha like a sissy girl... (urged to keep going, so continues slowly) I lika do da cha cha... In desperation, Evan shifts from the prompter to the paper script on his desk.(reading) \* In other n-n-n-n....n-n-n-n... \* Evan's NOSE STARTS BLEEDING. A sudden stream out of one \* nostril. Susan reacts. So does Jack. Bruce smiles. , Evan sees the blood, tries to stop it but it only streams -/ faster. He keeps talking, but the stream increases. Susan gets up, tries to help.Evan's hair IGNITES.Dallas runs off.Susan reaches for a water pitcher, as a crew man steps in and BLASTS Evan's head with a fire extinguisher. Evan is in shock, his face now white. The screen cuts to a "PLEASE STAND-BY" title card, then cuts to an episode of "Dragnet." ON BRUCE - It's fun to be God. MUSIC UP/MONTAGE UP

Bruce is bored off his ass, interviewing some BLUE HAIRED OLD LADIES at the Mark Twain chili cook off.We see Bruce's pained face, realizing what horrible news this is, when he gets an idea and SCHWWWWWAAAAAAM!11 AN ASTEROID CRASHES to earth behind them.

My secret is I let the jalapeno's marinade in a spicy sauce for over 24 hours before I--

Bruce is free-falling in full sky diving uniform.Bruce yanks again harder, nothing, then again and the cord rips free from the suit.The cameraman pops his shoot and we see Bruce continue to stream toward the ground below. He falls into a wooded area. A CAMERA ON THE GROUND picks up the coverage, runs through the brush with other BYSTANDERS to find Bruce laying on top of a BIG, HAIRY CREATURE.Bruce stands groggy, points to a dazed Bigfoot.

Bruce sits watching a hockey game on TV. He follows the puck intently with his eyes, as though controlling it's path. GOAL, SABERS! THE CROWD ROARS! CUT TO: G O AL , S A BE R S! TH E C R OW D R OA R S! CUT TO: Grace sits aside him, working on the photo album.Bruce diverts his attention, when the Sabers screw up and the crowd GROANS. Bruce immediately turns, looks intently at the puck and GOAL, SABERS! THE CROWD ROARS!

CLOSE ON - BRA CLASP Grace's BOOBS ARE EVEN BIGGER. Bruce is trying to help her fasten her bra, but it's a good three inches from touching. Bruce shrugs "got me."

Bruce is doing a report just outside the Pandas' enclosure.REVEAL A MALE PANDA wholeheartedly humping another PANDA.n WIDE SHOT of the enclosure - PANDA'S are coupled off and humping everywhere. Mothers are frantically covering children's eyes, ushering them away from the exhibit. QUICK CUTS OF DIFFERENT NEWSCASTERS ON TV

...to an asteroid crashing to earth. Bruce Nolan is rapidly becoming known as. . .

A BILLBOARD being put up with a big smiling Bruce with arms extended. It reads: "Mr. Exclusive".

A close up of Bruce on the Jumbotron. \*Bruce starts SINGING THE MOST AMAZING GOSPEL SINGER/JAZZ \* VERSION OF THE NATIONAL ANTHEM ANYONE HAS EVER HEARD. \*ON GRACE - IN THE STANDS . \* Debbie turns to her, she shrugs. \*

Ladies and Gentlemen, please \* welcome Mr. Exlusive, Bu ffal o's \* own, Bruce Nolan. \*

Grace opens the bathroom door, revealing SAM, SITTING ON THE TOILET SEAT WITH A NEWSPAPER UNDER HIS FRONT PAWS. Sam BARKS and Grace quickly closes the door.

Bruce finishes running a bath, gets into the tub but SLIPS as is UNABLE TO SINK and ends up sliding around ON THE WATER like on a sheet of glass. He tries to break through, can't. Then, he concentrates and finally LOWERS INTO THE WATER.

Bruce dramatically finishes the national anthem. \*BraaaaaaaaaaAAAAAAAAAAAAAAAAAAAAVE i . \* He hits an impossibly high note and the rink glass SHATTERS I \* Bruce is projected on the ARENA JUMBOTRON. He shoots his \* arms up, the crowd goes nuts! "Mr. Exclusive" flashes on the \* screen. \*

A Mob of photographers flash photos like crazy, as Bruce stands casually with his arm around BIGFOOT.

Bruce surrounded by Hazel and other chili cook off contestants shouts up from the bottom of the crater hole:

The words FLASH on the jumbotron and the entire crowd chants: \*MUSIC OUT/MONTAGE OUT

Grace lies in full body wrap, while Debbie is in the process of being wrapped by MARGARITA, a rather ruff Spanish Salon attendant.Margarita pulls the wrap tightly around Debbie.Debbie eyes Margarita.Margarita reaches Debbie's waist and YANKS tightly.Margarita senses the attitude and pulls tighter. Debbie reacts.Margarita motions for Debbie to lay down and leaves. Debbie struggles to lay down.Debbie slides to the ground, Grace cracks up, gets up to help, but also in mummy wrap, topples on top of her. They both laugh and struggling to get up. Hearing the ruckus, Margarita enters and gasps.Grace and Debbie crack up harder.Margarita tries to pull them up, but falls too.Grace and Debbie can't stop laughing.

A waiter pours the first trickle of wine into Bruce's glass. Bruce whiffs it, tastes it.Grace looks over the menu as Bruce notices people at various tables eyeing him. He glances up to a ceiling light and REDIRECTS IT with his mind, so it SPOTLIGHTS HIM in golden light. TWO CUTE GIRLS with dates SMILE and wave. He waves back.Huh? Oh, no this is fine right here. Bruce looks at Grace lovingly. He takes her hand.Grace beams, looks at Bruce with total love.Grace's face falls. She does her best to cover.She's having a hard time covering her let down.The TWO CUTE GIRLS interrupt, approach Bruce.They both laugh, Bruce enjoys the attention.Grace sits watching the two girls take turns sitting on Bruce's lap, taking pictures. Sees Bruce relishing in the attention. One girl gives Bruce a peck on the cheek and they r"sS!w^w!s leave. Grace is clearly upset.Suddenly, the WHISPERS start again. Bruce looks around, figures it's coming from the restaurant patrons.Grace looks around the quiet romantic setting.The WHISPERS GROW IN VOLUME.He gets up and darts off.

I'm sorry, but we had to come over. We just think you're amazing and...

He BURSTS out the kitchen exit into the alley. Unclasps his ears, but no relief. The whispers are now loud voices. We start to make out fragments of words "Please," "Help me," etc. Overwhelmed and scared, he slides down the alley wall, covering his face, then TOTAL SILENCE -- Bruce lowers his hands and finds himself SITTING ATOP A HIGH MOUNTAIN PEAK.God sits down next to Bruce.God laughs at this one.God laughs.God forms a snowball in his hands as he talks.A DOORWAY OPENS like a crack in space. Grace steps out, sees Bruce.With that, the terrain TRANSFORMS back into the alley where Grace has been standing all along. She can not see .God. 77,:Bruce fakes a couple big breaths.Bruce looks to God to shut up.Grace looks at him like he's nuts. \*:Just then, the WHISPERS start in again. Bruce reacts.Bruce puts his hands to his ears. Grace takes this as him not wanting to listen to her.(starts out, then) \* And speaking of time, you're \* running out of it. \* Grace heads back into the restaurant. Bruce stands completely frustrated.God smiles.\* suggest you get to it. \* \* Grace is asleep in the bedroom while Bruce paces in the \* living room. \* \* Okay...Prayers. \* He concentrates for a second and in an instant, the WHISPERS \* start in.\* Prayer files 1 \* (commands) \* Let all prayers be organized into \* +\* files. \* Bruce WAVES HIS HAND--- \* Instantly, the room is JAMMED FULL OF FILE. CABINETS. \* \* Too b ulky. Ah! Praye r po st-it s! \* Instantly, the files are gone and millions of POST-IT'S, EACH \* WITH A PERSON'S PRAYER REQUEST begin slapping down attaching \* themselves to everything in the room. \* Bruce himself becomes a big post-it mummy. He pulls the one \* covering his mouth. \* \* Sloppy. \* (an idea) \* Ah! \* CUT TO: \* Bruce sits before a High Tech computer sitting on a desktop. \* We HEAR the famous "You've Got Mail" sound bite. \*Welcome to the information super highway. No mess, full bless. A COMPUTER PROGRESS BAR titled "Downloading Prayers" appears on screen, there's a long, long way to go. Bruce watches and waits, bored - looks at his watch. \* BRUCE - MORNING \* He's fallen asleep by the computer. As he wakes he sees: \* "1,567,432 unread messages" \*Suddenly, Grace bounds out of the bathroom. \*Grace's boobs are enormous! A healthy D-cup.\* Bruce jumps up from the computer, hides what he's doing...She turns profile, her back sways causing her ass to stick out.Bruce gets up, walks to Grace.She breaks away and sees the computer is on. \*Bruce tries to cover. \*Bruce looks over Grace's shoulder and ADJUSTS THE CLOCK FORTY MINUTES FORWARD. Grace turns and is surprised.Bruce motions to the window. Grace walks over, looks out and s es . . e. A NEW SPORTY RED CONVERTIBLE wrapped in a WHITE BOW.Bruce dangles the keys in front of her eyes. \*(looks at the car) \* Well, it's working a little... \* Bruce smiles. \* CUT TO: GRACE DRIVES OFF IN HER NEW CAR Bruce turns away from the window, gets back to the computer.Bruce puzzles over the two prayers. Starts typing.Bruce smiles, this is fun. MUSIC UP: MIC JAGGER "GOD GIVE ME EVERYTHING I WANT" MONTAGE - BRUCE ANSWERS PRAYERS CLOSE ON COMPUTER SCREEN Emails scroll, stop at: Filbert Davidson RE: GYM CLASS

A BULLY taunts a FAT KID WITH HORN RIMMED GLASSES. ANGLE BRUCE - WATCHING FROM THE BLEACHERS. The FAT KID nervously grabs the rope and much to his \* surprise, he CLIMBS IT LIKE STALLONE IN CLIFF HANGER. \* Bruce is in the stands, pleased. He flicks his finger upward and the BULLY'S gym shorts SHOOT UP HIS BUTT CRACK - a supernatural wedgy. Filbert flexes his flabby arm, amazed. CUT TO: CLOSE ON - COMPUTER SCREEN E-MAIL Ester Maha RE: BANKRUPTCY

Bruce looks in the bank window and sees a very stressed, \* ESTER sitting in the loan officer's office, tears in her \* eyes. As she opens her purse for a tissue, IT IS FULL OF CASH. She registers shock and joy.CUT TO: CLOSE ON - COMPUTER SCREEN E-MAIL Bella Winters. RE - PARKING.

Close on a middle-aged woman driving a car in a parking lot.She drives right by Bruce who smiles. . . \*Bruce makes a KNOCKING MOTION and... \* ANGLE - HANDICAPPED SPACES All the signs fall off their post. The painted wheelchair symbols on the pavement animate WHEELING THEMSELVES OFF THE SPACES. She pulls into the now open spaces.

Bruec watches a stickball game in progress. One PRISONER chases a batted ball to the prison wall revealing a HUGE HOLE to freedom.

Construction workers stand staring down in awe as woman after woman on the sidewalk below, STOP, RAISE THEIR TOPS AND FLASH THEM.

Grace bends over to help with a craft, revealing ample cleavage. ANGLE - MARTIN AND THE OTHER BOYS STARING AT HER, EYES WIDE.FRAGMENT MONTAGE OF OVERLAPPING IMAGERY - TEXT AND VISUALS: "I want to be bigger" text and dissolve to a young man growing six inches. He smiles wide -- Close up computer text snippets dissolve over one another: "Please help my stock go up" "..my stock..." "...make a killing in the market..." Then another "I want to be bigger" this time dissolve to a grown man, peeks down his pants, smiles wide --

He shovels a scoop of paste in his mouth. CLOSE ON: COMPUTER KEYBOARD

Bruce's hands typing responses. His fingers move faster and faster.

Bruce walks along head high, FULL OF HIMSELF. He audibly hears snippets of prayers, snapping off responses.

I've got to find a better job...Come on light, turn...God, I wish I were thinner...

Bruce sits at the computer, looks at the total prayer requests, his jaw drops. 3 MILLION and growing.Bruce gets an idea, pulls down a menu on the computer, highlights "ANSWER ALL" types in the word "YES" and hits enter. The computer takes over, ANSWERING EACH EMAIL AUTOMATICALLY. Bruce smiles and gets up. CLOSE ON - THE COMPUTER SCREEN We see the list scroll by, everything from "LOST CAT" to "MORE MONEY" "MAKE ME SMARTER" "MAKE ME THINNER," ETC. "YES" "SEND", "YES" "SEND" and on and on. MUSIC OUT/END MONTAGE

ON JACK Very uncomfortable, struggles for the right words as he's firing somebody.JACK'S POV Bobby's demon-looking head, slowly ROTATES 360 DEGREES ON HIS NECK.We can SEE BOBBY'S BREATH NOW.

Bruce pulls up, Grace, her BODY BACK TO NORMAL, walks up and hops in, happy.Bruce pulls out. They drive off.

Bruce leads Grace through the gates. \*Grace does and sees A STAGGERING MANSION. \*

As amazing as it is, it's interior design is way over the top \* ritzy. Painted ceilings, gold trim everwhere. ' \*This place is hilarious. Are you \* doing a story here? \*No. Guess again? \* Grace turns to Bruce confused.Bruce pulls Grace up the stairs.Bruce grabs a hold of Grace.Grace just stares at Bruce.Bruce is surprised.word. \*Grace heads down the stairs. \*Suddenly, the TOILET FLUSHES off camera. Grace sees Sam in the bathroom spraying some deodorizer before he exits.Grace pulls her cell phone .out of her purse, heads for the door.She starts out.ON BRUCE - BUMMED PARTY MUSIC UP:

The PARTY OF PARTIES is in order. The place is jam packed with co-workers, fellow reporters, and various news contacts Everyone is in an ecstatic mood, many prayers having been recently answered. We MOVE THROUGH THE PARTY and hear snippets of various conversations.They clink glasses.ON SAM Walking on his hind legs, delivers a cold beer to Bruce. ON BRUCE Well on his way to plastered, takes a swig, then glances at the beer.Sam walks away, his tail between his legs. Bruce maneuvers down the hall dancing, high-fiving, drunkenly \* accepting the praise coming at him from all sides. \*A FRENCH WAITER approaches Bruce.The Waiter holds up a small basket.The Waiter gets a confused look. CUT TO: CHIPS OVERFLOWING, SHRIMP SPILLING OUT OF BASKETS, HANDS REACHING GLUTTONOUSLY FOR THE BOUNTY. The Waiter walks along amazed as handfuls of shrimp and chips are pulled from the small basket. Partiers crowd around Bruce, start to chant.Bruce takes center stage, quiets the crowd.Everyone laughs.Everyone throws their hands up and continues to party. Bruce's big smile fades. He looks around the room, hoping to spot Grace. He grabs a phone, walks out to the balcony, di al s -- He gets their answering machine, hears their outgoing message together from happier times. He hangs up.Bruce turns, sees SUSAN ORTEGA, completely stunning in a sexy dress.Susan smooths close to Bruce.Susan grabs Bruce, kisses him passionately. Bruce doesn't join in, but doesn't fight it either. ANGLE - THE FRONT DOOR Grace and Debbie enter.They head into the room.So much for lashing back... Grace stops dead in her tracks. Her face drops. GRACE'S POV - BRUCE, still lip-locked with Susan Ortega.Bruce turns and sees Grace.Get the car, Deb.Grace follows Debbie out.

Ah, Mr. Nolan, we're running out of hors doerves. I'm afraid we under- ordered, sir. And the people are hungry.

Bruce follows Grace outside.Grace stops, opens her purse, tosses the keys to her new car in Bruce's chest.Debbie pulls up, Grace storms off to the car. Bruce follows,Grace turns and heads to the car.Grace gets in, slams the door.Debbie peels out.Bruce is left alone in the middle of the street.

Bruce walks in, Susan is waiting for him.Bruce mulls this over,- then...Off of Bruce thinking... CUT TO:

Grace's alarm goes off. The radio comes on and it plays a John Cougar Mellencamp song. But the lyrics are different.Grace's eyes pop open. Is she dreaming?

Here's a little ditty, about Grace and her man Bruce, two Americans growing up, needing to make a truce.

Bruce hides behind a hedge, watches Grace jog past. ON GRACE notices something CARVED IN THE TREE it reads: "GRACE + BRUCE". Carved in the next tree, "A COUPLE FOR THE AGES". Carved in the next tree, "COME ON ALREADY, GIVE HIM ANOTHER CHANCE". She does a double take, continues on.

Grace reaches in her purse to pay for her coffee and a bunch of PICTURES FALL OUT. They are all of Bruce and Grace. She thinks, definitely didn't -put them there.

Grace is helping one of the kids, when she notices something outside the window. It's a cloud formation that strangely looks like BRUCE (in profile) HOLDING HANDS WITH GRACE. She reacts as the imagery melts away into a very faint "FORGIVE HIM."

Grace is talking with one of the other teachers. The kids, playing dodgeball in the background, laugh and scream louder and louder. Grace turns and sees... Bruce getting pelted by multiple balls.He walks over to Grace.He's hit in the head by a ball. Grace can't help but smiles Bruce leaps at the opportunity.Martin is standing nearby.The kids race in. Grace starts to follow.(off her reaction) \* Is that a glimmer of hope I see? \*She starts off. . .Bruce DRAMATICALLY RAISES A HAND TOWARD GRACE, like putting a love spell on her.She looks at him, oddly.Bruce RAISES BOTH HANDS IN FULL HEXING FASHION...She heads back inside. Bruce throws his hands in the air, frustrated.

Bruce heads for his car as he sees a two guys in PRISON SUITS (from the prison yard) drive off with it.

The PRISONERS drive off laughing.BRUCE sits up in the back seat.The prisoners JUMP.Instantly, the car doors fly open and the seats tilt sideways dumping the prisoners.

ON A TV MONITORWe see a stock graph superimposed on the screen with a ludicrous jump straight up off the charts. CHANNEL CHANGES TO:CHANNEL CHANGES TO:We see women getting pulled away one by one into police vans, after they flash their tops. In the background, a "Girl's Gone Wild" van is there rolling tape of each flashing. ON JACKJack clicks off the monitor. Bruce hustles in from make-up. An air of forced confidence about him. Nothing and no one is going to ruin his big moment.Bruce sits in the anchor desk, breathes in the reality.Susan shudders, tries to compose himself.bXA JACK This is it, you good? Bruce nods, straightens in his chair, prepares for his dream ON THE MONITOR The Eyewitness News opening plays, then fades away to Bruce and Susan.And the screen goes to STATIC. Lights dim in the studio.The Stage Manager listens to his wire.The power comes back up.Susan gets a feed in her earpiece.Bruce is noticeably bothered. CUT TO:

The Dow skyrocketed again today and with a new influx of paper millionaires, analysts are warning of a potential run on banks...

The scene nearly turned violent when hundreds of disgruntled Buffalo residents protested the results of lasts weeks fluke lottery results...

...another 37 arrests today at the Beasley Construction Site for indecent exposure. . .

Fred is with the coach. The team is celebrating, champagne rains down.ON BRUCE'S mounting frustration. He gives a look.Fred's face registers A PAINED LOOK. He tries to keep it together. A beat of silence...He drops the mic and runs out. Off the coach's puzzled look...

Bruce covers.Again, STATIC... Jack tosses his headset.The Stage Manager again listens to his wire.CRASH! A BRICK flies through a front window. Bruce turns to see...

A FULL ON RIOT in progress. College students, city dwellers going crazy. Cars are burning, people are out of control. Escaped convicts are running in and out of stores looting right alongside ordinary citizens. The Kowolski brothers and Momma Kowolski are helpless against the onslaught as pillagers run out of the bakery carrying cakes, pies, bread - whatever they can get their hands on. Bruce stumbles through the mayhem, confused.They continue to trash the area.Cars are being rolled over. A lone POLICE OFFICER protects himself with his shield as he's pelted with various debris. The Officer PULLS BRUCE down behind a car.The Officer heads out. Bruce stands, then quickly DUCKS, as a bottle is tossed through a window that has a lotto sticker on it.BACK TO SCENE Bruce looks up at a burning building with a flaming "Mr. Exclusive" billboard above - it comes CRASHING DOWN. Bruce looks out over the rioters. ON BRUCE We see the anger build in his face, like Moses looking down on the Israelites. He RAISES HIS ARMS. DARK CLOUDS SWIRL IN THE SKY. WIND BLOWS. LIGHTENING CRACKS.my wrath. Vengeance is mine! A BOLT OF LIGHTENING shoots right into the middle of the rioters, scattering them. People flee in every direction as THUNDER CRASHES and lightning bolts continue to strike. Bruce stands alone in the street, surveys the smoldering mayhem, then reaches into his pocket and pulls out the key God gave him. He grips it tightly and...

What other officers? Half the force just retired. Said their "ship came in." You better get home pal. I t's dangerous out here.

Bruce stands there, sees God as he originally found him, mopping. God looks up at Bruce, not surprised to see him.Off Bruce's look. . . LATER Bruce's sleeves rolled up, mopping next to God.Springsteen. I like a little Boss \* in my head while I'm workin'... \* They finish up. God looks back at the sparkling floor, satisfied.God collects Bruce's mop.God sets the mops down.God holds up a REMOTE AND CLICKS, changing the room into the DINER where Bruce first parted his soup. (NOTE: Whenever the room "changes" we're actually still in the room, but seeing a full projection of an environment on the walls and columns) The older waitress, Ginnie, clears some dishes...Ginnie bends down behind the counter and when she comes back up she is a hot 21 YEAR OLD.Ginnie bends down again, and when she comes back up, she is HER OLDER SELF again. God clicks the remote, changing the environment into a SCHOOL YARD. We see the grade school where Filbert Davis, the boy Bruce helped up the rope, is in a fight.God clicks, changing the environment into a CONDO. We see a lonely woman (who found the cash in her purse) sitting depressed, rocking in a chair.(recalling Bruce's own words) \* And have you seen the news lately? \* We see footage of the ARCTIC SEA and NORTH AND SOUTH POLES... \*Click. More footage of FLOODWATERS and RISING TIDES... \*Click. We see footage of DECIMATED CROPS. \*Now what kind of a God let's that \* happen? \* God clicks the images off. \*God smiles, asks him again what he asked him in the alley... \*God smiles, starts to walk away... \*God claps the bright ceiling light on, walks over to the latter.God climbs, ascending into the light.God stops, looks down to Bruce.He smiles and disappears into the light, leaves Bruce thinking.

"Poor man wanna be rich, rich man \* wanna be king, king's disatisfied \* 'cause he rules everything..." \*

Scientists believe last weeks \* asteroid may have knocked the earth \* off it's access resulting in the \* rapid acceleration of the melting \*

And more tidal wave activity \* reported and resulting in \* devastating floods all tied to last \* weeks abnormal lunar activity... \*

That swarm of locusts spotted in \* Buffalo has multiplied, wreaking \* havoc on local agricultural crops. \* Food and produce prices are \* expected to skyrocket. \*

Everybody wants a miracle, Bruce. \* Want me to do everything for 'em. But what they don't understand is, they're the one's holding the power.

Bruce stands in the apartment, Sam at his side. No signs of Grace. The bed is made. Empty. Then, he notices the BOX OF PHOTOS, the incomplete albums. He picks up a photo of he and Grace in an even tinier apartment, Sam is a puppy, they have little money, and despite it all look very happy. Bruce smiles at the memory. Reaches for a stack of photos...

Bruce sits in bumper to bumper traffic. A man's car is broken down in the middle of the street causing the bottleneck. Bruce sees THE SIGN GUY by the side of the road. His sign reads: ALL FOR WON. Bruce looks out at the other drivers honking and shouting at the frustrated man. CUT TO - the stalled car is now rolling to the shoulder and we REVEAL that Bruce is doing the pushing.

THE COMPUTER The auto-function is answering "YES" to the prayer emails. Bruce clicks cancel, turns off the computer.

Filbert Davis is beating up another kid. Bruce watches at a. distance.Suddenly, Filbert goes to throw a punch but his punch has no sting. The bigger boy looks down and grins. CLOSE ON FILBERT - SUDDEN FEAR IN HIS EYES

The teacher stands before the class, reading a student's paper.As she reads the poem, PAN TO Filbert Davis seated in class with a ripe BLACK EYE.

Bruce is waiting for Sam to pee.Bruce pulls out a SWATCH OF CARPET, lays it on the grass. Sam happily goes. They walk off together.

Bobby places three blue home address number tiles on the counter - all number 6.Bruce walks up behind Bobby.Bobby HISSES at Bruce, turns INSANELY DEMONIC.Bobby instantly transforms to normal.

Evan is packing his things at his desk, still looking much worse for the wear. Bruce walks up to him.Evan stops, looks up at Bruce, confused.Bruce offers his hand, Evan takes it. When their hands meet, there is a kind of ELECTRICAL CHARGE that passes between them. Bruce walks off, Evan is confused when he catches his reflection in the mirror. HE'S BACK TO NORMAL!

ON TV Evan is manning the anchor desk and looking good doing it. Jack is relieved.Bruce enters.Jack smiles.Bruce turns to go, then turns back.

In the financial world, things are settling back to normal in what analysts are calling a fluke market fluctuation...

Bruce walks along side Jack. Jack talks and talks, happy to have the company. Bruce opens a door for Jack, leading to..

Bruce and Jack take a seat at the counter.Jack and the waitress lock eyes - there's an instant attraction. Bruce smiles.Hi. Hi.

ON THE HOMELESS SIGN GUY His sign reads: "GOD BEE GOOD HONEY" PULL BACK to reveal BRUCE, sitting next to him with his own sign reading: "WHATEVER fl£ SAID" With a little arrow pointing to the Homeless Sign Guy.

Bruce paces, waiting for Sam.Sam does. Bruce celebrates, does a happy dance and is surprised to see Debbie standing there.

Debbie is packing items into a box. She sees the photo albums on the coffee table. She flips through, surprised.Bruce nods. Debbie looks at Bruce, sizing him up.Debbie starts to go, but turns back.This not only touches Bruce, but it gives him an idea.

Bruce sits anxiously at the computer with Sam, checks the e-- mails and types in GRACE CONNELLY. He hits "search". 1,273 entries appear.He types in "Grace and Bruce" and eagerly awaits. There are 335 matches. He checks a few... "Dear God, please help Bruce to find himself, find contentment, find You." "Dear God, please help Bruce. He's struggling to find meaning." "Dear God, help Bruce to be happy. He can't seem to find his way..." Over and over, he finds the same prayer, the same entry every morning and night for months on end. Bruce is touched.He KISSES SAM and races out.

Bruce stands in front of the house with flowers, another special creation. He looks at the lavish bouquet, then sets them down, picks a single, normal Daisy from the garden. Better. He heads for the door when he hears crying. It's Grace. He looks up, sees a light on in the upstairs guest room. He climbs the fire escape and looks in the window. GRACE is sitting on the bed crying. As Bruce watches her cry, feeling her emotion, it starts to LIGHTLY RAIN.Bruce smiles, thankful.Bruce just stands there, stunned. He gets it. He raises a hand, and with a simple wave, he performs an excruciatingly selfless act. He lets Grace go. ON GRACE Her face changes. She wipes her eyes. The pain is lifted. And it is Bruce now who feels that pain. He looks at Grace. A sad smile.

Through her tears she is praying. Bruce looks at her with total love.

Rain droplets splash on the river where Bruce first raged at God. He stands in the middle of the street, looks up heavenward, weakly. Humble.And with that, the rain stops. The dark clouds slowly open as beams of light cut through, shining down upon Bruce, birds begin to chirp.adding to this magical moment as. . . HONK1 HONKI A MAC TRUCK SLAMS THROUGH FRAME, MOWS BRUCE DOWN. His spirit remains in the same spot, looking confused, then STREAKS UP heavenward. FLYING POV SHOOTING HEAVENWARD like a missile, THROUGH THE CLOUDS, THROUGH THE SKY to... A HUGE WHITE ROOM - No walls, just white as far as the eye can see. The flooring is the whitest of white puffy clouds. Bruce finds himself standing there. He looks around and when he turns behind him, he sees GOD. Floating on nothing, as though sitting in the most royal throne.A beat as Bruce takes everything in.God doesn't respond, just listens.God holds up the PRAYER BEADS, tosses them to Bruce. Bruce looks at the beads, then up at God, puzzled.God smiles the most satisfied of smiles.Off Bruce's puzzled reaction he DROPS THROUGH THE CLOUDS -- FALLING POV - BACK DOWN TOWARDS EARTH, back THROUGH THE CLOUDS, and right INTO ANOTHER WHITE ROOM where... BRUCE EYES OPEN and he GASPS FOR BREATH. The PRAYER BEADS still clutched tightly in his hand. TWO DOCTORS stop giving Bruce CPR, see that his vitals have returned. . .Bruce? Can you hear me? (Bruce nods) We almost lost you there. WIDER ANGLE - The WHITE ROOM is a HOSPITAL ROOM - Bruce is heavily bruised and bandaged.Bruce looks to the blood bag, sees "A/B Positive" written on the side. CLOSE ON BRUCE - THINKING, HIS MIND RACINGBruce turns toward the hospital door and sees... GRACE A cotton swab taped to her arm. Now he remembers where he heard of that blood type.The doctors give Grace the nod to enter as they go, leaving the two of them alone. Grace tentatively approaches.She starts to cry.Grace laughs. That's one thing Bruce could always do, is make her laugh. Grace spots the prayer beads in Bruce's hand, raises his arm.Bruce looks at the prayer beads, then looks at Grace. He remembers his prayer to God and the emotion wells within himShe goes to him, Bruce sits up a bit and they embrace.

You lost a lot of blood. It wasn't easy to find a match - you're a very rare blood type.

You should thank God for donors. We don't have a lot of that type on hand.

A BIG BLOOD DRIVE in progre ss. Everyone is there, Grace, Sam, Debbie and Zoe, Ginnie and Jack, the Kowolski brothers, Momma Kowolski, Evan, Susan , Dallas, Fred. Bobby serves various food items from his cart.Pull back to reveal BRUCE, crutch under one arm, cast on his leg, mic in hand, reporting. He's now talking in his OWN VOICE, much more himself.Laughs in the background, from the people that know Bruce. Bruce walks over to the Kowolski Brothers.The brothers proudly unveil the special cookie and we see that it's a HUGE SYRINGE SHAPED CHOCOLATE CHIP COOKIE.Everyone laughs. The Kowolski brothers beam. Bruce takes a seat as a VOLUNTEER NURSE pulls up his sleeve, revealing the prayer beads worn around his wrist. She ties off his arm, starts to probe for a vein.To be honest, I've never been a big fan of shots. . . The volunteer now is swabbing Bruce's arm and Bruce is starting to sweat.The volunteer pulls out the needle and Bruce PASSES OUT COLD. Gasps, the Nurse leans close, total silence, then:Bruce jolts awake making the Nurse and several people jump. They all laugh.He reacts to the nurse POKING the needle in. Everyone laughs more.He throws a look to Grace who smiles in return. The crowd applauds.The camera cuts. Bruce lowers his mic, turns to Grace.Bruce smiles, they kiss... As the blood drive continues, we push through the crowd, heading somewhere. Bodies clear frame and we see the HOMELESS MAN sitting on a park bench. His sign reads: THEE END The Homeless Man smiles into camera. We continue forward and in a slow, mysterious, subtle fashion his face slowly transforms into the very pleased, FACE OF GOD, who winks and w. . . e ROLL CREDITS BRUCE ASKS GOD 20 QUESTIONS

A CREDIT CARD - propped up on a register screen. The name is Sandy Bigelow Patterson. The menu screen shows 1 - Mellonball, 1 - Mellonball, 1 - Mellonball, 1 - Mellonball, 1 - Mellonball The bartender enters another order onto the tab-- 1 - Mellonball --then carries a GREEN COCKTAIL over to: A WOMAN - Carefully crafted, retro style hair. Wiglike. Lips bright red. Long fingernails. Her outfit is coordinated, because the good people at Jaclyn Smith coordinated it for her. Her credit card says Sandy Patterson, but we will call her DIANA. And Diana is shitfaced. She takes the drink and downs it in one long gulp. Looks at the man next to her at the bar, who talks with a woman.THE GUY - handsome, dimpled chin, turns warily to her.He angles his body to cut this weirdo off from them. A slight flash of rejection crosses her face. Then she sees: his CREDIT CARD RECEIPT on the bar. She casually takes it, like a pickpocket. Then she looks around at the rest of the people in the bar. Nicer clientele. Couples, groups. Respectable.She grabs the bottle of MIDORI from the bar. The bartender puts a hand on her wrist.He reluctantly lets her have the Midori. She turns.She stumbles over the stool rungs and FALLS out of frame.Diana hears tittering. Some pretty women at a table laughing at her. Rolling their eyes. Their perfect boyfriends too. A flicker of pain crosses Diana face once more. Then she walks over to their table with an honest, warm smile.The girl's boyfriend stands up. Puts a hand on her.Diana looks down at the guy's hand. Back at his face.

I'm okay! I'm good! I gotta be honest, there's an angel looking out for me, cuz normally that's a cracked rib. Pulled a lotta g's there.

Of course I appreciate it. Yes. Ugh, fine. "Thank you for bailing me out, Moshe." I don't know. Figure two weeks. I'll be done in an hour, and then it's all yours. Okay?

That one looks great. Lost my wedding ring. Can you believe it? Fifteen years. He's a big stockbroker. But it's not about stuff, you know? It's about partnership.

Another crash. It's picking up. Is that a free sample? Is that onion?

Or maybe we could just do cash. Save you a little on your rates.

I would. I'm a good person. You know? Like, what would Jesus do?

It's a family name. Mother's side. Goes back to the Mayflower. Jeremiah Bigelow. He was a bear hunter.

A drink? Sure. That's a perfect way to dose me with your wife's Xanax.

Oh. For a job. You and your anxious wife gotta maintain your lifestyle, right? I bet Trish is real pretty.

Look. You need me in Boston, and I need to get out of Florida. Maybe we can make a deal. I'll talk to your boss, but no cops.

Let me explain something, Judge Judy. I sold your ID to those Israelis. They use them to traffic drugs. Yours was supposed to last a little longer, which you somehow fucked up.

Uh huh. That's problem number one. Problem number two is any DA worth a shit is gonna hang the drug charge on me, cuz it's connected to an ID I stole. That's a ten year stretch in a federal pen. So no cops. Your choice, asshole.

Boston. Could be good for me. Fresh start, no rap sheet, wide open hunting ground. You know what? I want to do this. This is my idea now.

Two Sandy Bigelow Pattersons born on the same day. TSA might have a little problem with that.

Listen, I need you, and you need me. We're bonded now. We're like family. Like brother and sister. Maybe something a little bit more.

Oh, I already know a lot about you. I know what you books you read, what you music you listen to, I know what you eat, I know where you live. Credit histories are amazing.

Hey, it's not like my life's been any crazier. I grew up in Kansas.

Yeah, a little town called Morganville. My mother's still the mayor's secretary. 70-years old! Nicest woman you'll ever meet. And my dad's a middle school principal, great guy. You actually remind me of him a little.

I'm an explorer of humanity. I get inside people's lives and see the world through their eyes. It's pretty cool.

Think about it. If you choose to be someone, you're choosing to be who you're not.

Well I do. Tired drivers are worse than drunk drivers. That's a fact.

Well it's a fact for me. I drive drunk all the time-- no problem. Slept drove once-- smashed into an Arby's.

Oh, could we get that booth? Walter can't sit in hard chairs on account of the surgery.

I'll take a full rack of baby backs, mashed potatoes, hush puppies and sweet tea.

No, he's right. I put on a little weight from the stress. Walter's a fireman. He got in an accident on the job. Injured his male parts, and now he can't work.

And I know that's why you snap at me, baby. You just want be out there fighting fires and peeing standing up again, but you can't. You can't.

We used to make love all the time. Now he barely touches me. Of course, he can't lay with me as a husband, on account of the wound. So he takes his anger out on me, and I feel ugly inside, so I eat. Lord forgive me...!

You follow the rules-- how's that working out for you? Rules are for losers. I'm free. I'm an Amazon goddess.

It's fine. Just comp us the minibar. My husband can't eat regular meals because of the intestinal surgery. He can only digest Pringles.

And could you get me some Strawberry Quik? I'm pretty dehydrated here.

I can't! He's on the wheel! You have to stop this van! QUARTER PANEL!

I guess I should thank you. For saving me back there. You're a good friend.

Steal your identity? It's not as much fun when you know how the magic works.

Don't you already protect yourself? Don't you have one of those services that monitors your ID? IdentiVault?

Unfortunately, no. We did catch it this time. I do suggest taking advantage of our new free service called "IdentiVault" which monitors your credit and accounts 24-7 to protect against theft and fraud.

Just need some information to confirm that I am speaking with the real Sandy Patterson. May I have your name, date of birth, and social security number please?

Thanks. Couldn't have done it without you. Every theft starts with a chump.

Yeah, good thing you have those abstinence bracelets or you'd be drowning in pussy.

Open your eyes. Come on! Sandy? Sandy! What about your little girls?

About a mile back to the road. I may not look it, but I got some calves. Powerful base. Flashed a trucker some titty and got us a ride.

Nah. I still want to go to Boston. I don't know. Always wanted to see the Liberty Bell. So.

We don't have to be two people with no money, no car, no food. We can be anyone we want. All it takes is balls and a mark. Someone rich, someone whose name can open some doors. Know anyone like that?

Come on. You're telling me there's no one out there who deserves wrath of Sandy Patterson?

Okay, spoof email headers, anonymous Skype account-- we're good to go.

Bro, you gotta start believing in yourself. You tracked me down, you drove a van off the road, you survived snake venom. Shit. Stow your ovaries for two fucking minutes, okay?

Hello, I have Carl Schectman in New York corporate for Jim Cornish.

Mr. Schectman is the head of security and IT for Prominence Worldwide. You're gonna want to put your boss on the phone, sweetie. It's not good.

Voila. We got three hundred in cash day. Now we just need one more thing...

We're fine. It's not a setup. I told you, I can sniff those out.

You what, Jim? I have our Amex at the office. I'll call Lu Ann in accounting and--

No, there's a Morganville, Kansas. It's a nice town. It's real quaint. There's a little police station right there in the middle where people can come and leave babies they don't want. So which name would you like? I had six of them by the time I was through foster care.

Yeah, well-- who gives a shit about them? No one gives a fuck about me.

Oh yes it is. I'm alone. I've been alone every day of my life. Who's gonna get me a birthday present? Who's gonna take me on a trip? Who's gonna make me feel like I'm even here?

I buy all this shit, it doesn't do me any fucking good. You think your girls want a big house, you think they want a rich daddy who pushes people around? You're so stupid. All I ever wanted was someone like you. Who was just there. Who cared. You want to be like me? You asshole. I want to be like you.

I'm sorry. I didn't mean to tell you some lame dumpster baby story. It's all lies anyway. I'm a liar.

You debt collectors are the scum of the earth, you know that? And I'm an identity thief, so-- seriously.

Yeah it does. He's my friend. You want him, you gotta go through me.

C'mon, Sandy. I knew from the start this would end in cops. I figured I'd take advantage of the free ride until I felt like skipping out. The old hitch and ditch.

Hey, I've been a lot of people over the years. It's probably time to start being me. I can't do that on your back. I have to pay for what I've done.

I can't get over how beautiful she is. You should've named her Diana, though.

Oh my God! I'm gonna kill you! I'm gonna shiv you in the yard, you hear me, new meat?

Decent. These dykes try and get up in my sweet junk, but I keep it cool.

POV through the windshield. Sirens on, red lights flashing. The squad car pulls up to THE VILLE.

Two COPS enter and see: A BRAWL. Diana is BEATING THE CRAP out of the bitchy girl's BOYFRIEND. The cops drag her off.She LUNGES for the guy again. They restrain her.The weary cop takes out a Breathalyzer.She inhales DEEPLY, puts her mouth on the Breathalyzer... ...and PUKES a GREEN WAVE of MIDORI into it.

The cop walks her stumbly ass over to the mugshot area. The BOOKING OFFICER checks her Florida State driver's license. Sandy Bigelow Patterson, date of birth May 18th, 1973.Diana looks over at him, trying to comprehend his words.THE CAMERA FLASHES, and we're...

TITLE - TWO WEEKS LATER A man blinks from a CAMERA FLASH.TRISH, 36, his pregnant wife. She KISSES him. Sandy sits around a birthday cake with Trish and his daughters FRANNY, 8 and JESSIE, 7, who take pictures with mommy's phone.Sandy looks at his beautiful wife. His adorable little girls. Then he takes in their cramped apartment. Rattling window AC unit. Cramped space. Bad IKEA furniture. Street noise. He has his wish. He blows out the candles. The girls CLAP.She hands Sandy a TIE made of construction paper and yarn. It says YUO ARE THE BEST DADY.He starts tickling her. She howls "no" through her giggles. For a moment, Sandy forgets the tiny apartment and the rattling AC and just enjoys the moment. Looks at Trish.He's cut off by A NOISE from the other side of the apartment wall. THUMP THUMP THUMP THUMP. Picture frames rattle. And now the unmistakable moaning of a woman being screwed.Franny's eyes go wide. Naughty "ooooooooh" smile on her face.

He's not here right now. I'm his wife. Is there something I can--

Don't get me wrong. I don't care. I mean, let's face it, after what she's done? One good turn deserves another.

I know another kid wasn't part of your plan, but you backed me up. We always back each other up.

After rent, utilities, gas, phones, we're actually up on the month.

Until she's born. And the girls need braces. Or college. Or weddings.

It's the financial industry. I can't exactly argue things are going well.

I thought I'd be further along. A house. A yard. A better life for you guys.

I know your time is limited, so I thought I'd squeeze this in. I've been here five years, and I haven't gotten a raise. Now I know times are--

Of course. I'll just need a valid form of ID... driver's license?

No, of course not! But I took a public oath. I can't notarize a document without confirming ID.

Excuse me? Something's wrong with pump 5. It's not taking my card.

I absolutely pay my bills! And you can't talk to customers like that!

Waitwaitwait. Listen. Please! Someone with my name is doing these things. Making salon appointments, opening phone accounts--

It's not girly. It's unisex. So what is this-- like credit card fraud?

Just make a list of each account, and I'll call, one by one, and we'll settle this tonight. Clean slate.

Just gonna pull up the credit card-- WHAT? Look at this! Jewelry? A massage chair? We don't have a pot to piss in, she's buying massage chairs?

What do you mean you don't believe me? I have a police report! No, not for the jewelry or the massage chair, I just found out about that! Prove? How I do prove I didn't buy something? My identity was stolen! Oh, I'm a liar now? You're calling me a LIAR? You know what? THIS IS WHY EVERYONE HATES BANKS! Get your manager!

Okay, babe, listen. The new job is a great thing. I swear to you. This is going to get us out of here, into a house, a new life--

I'll make sure to take great care of you, sir. Umm, Bryan, if I could just grab one quick--

Bryan-- please don't do this. I can't go back to Cornish, he's blackballing me everywhere else--

I am unemployable right now, Brian! I have no money, no credit--

What if I knew where she was? I find her, and I turn her over to the police? Would you clear my name?

That's the new standard for police work? The criminal has to STAND RIGHT IN FRONT OF YOU?

If I bring her to you and she gives a full statement-- owns up to everything-- will you clear my name?

Yes, this is Sandy Patterson, you called the other day? I want to confirm that appointment. It was for my wife, she's gonna be in the area, I didn't realize. Tomorrow at three, right? And your address again?

You know. That place. Oh, and I borrowed your anxiety pills. In case I have to coax her on to the plane.

Shhh shhh shhh. I'm gonna fly out, get her, fly back, and we're done.

I am. I'm going to pretty much the worst place in America-- but when I come back, I'm going to be a better daddy. And we're going to live in a big house with a yard and presents and braces and weddings. Okay?

I paid the mobile bill. Our phones are back on, I'll call you every step of the way.

You know what? This is totally my fault. Let's exchange information. My insurance will cover everything.

Sandy Bigelow Patterson. Bigelow. You don't hear that too often.

Yeah. Off to a little bit of a slow start. Caught my ankle on the first hurdle there. Nothing to worry about. I'll call you in a few.

What is wrong with you? You're sick! Look at all this stuff. You don't even need it!

Oh, okay. You play? I'd love to hear something. Or are these for your husband? No? Boyfriend?

I don't think so. And I think you meant to say "sorry for getting you SHOT AT."

No. We're getting on a plane, Diana, and we're flying to Boston.

Look. How about we find a bar-- I'll buy you a drink and explain the whole thing. Okay?

I'll just let 911 know a criminal with a known warrant is walking around on the highway. I've got lots of evidence they'd love to see!

I have your home address, your photo, a handful of your fake licenses in my pocket...

And once you're in jail, "Avi" will know exactly where to find you.

I need you to tell my boss I didn't sell oxycontin or rack up debt or any of this stuff.

So are my two little girls, and a third one on the way. See, I'm responsible for other people. I'm actually loved.

You have to go on record with Boston PD, but I won't press charges.

It's not a problem. I'll text you when we're coming in. Set the cops up in another room, hit intercom on the phone, they'll listen in, and then bust in and arrest her.

We only have a couple of hours before our flight. I'll get you a Snickers.

Feet down. We drive fast and quiet to Boston. Got it? My car, my rules.

There are a ton of hard feelings. There's nothing but hard feelings.

We aren't anything more. We are less than all the things you just said.

Yeah, not what I was planning, but we'll be in Boston by Friday. Yeah, I called Bryan. He knows. The girls okay? Okay. I love you too.

I'm not talking about myself or my family. You will never know anything about me.

Really? No, it's curious. With such a supportive mom and caring dad, you turned out to be a criminal asshole that ruins lives.

No. Uh uh. You can't lay it off like that. This is who you choose to be.

You just broke Rule 1, which is "no lying." Rule 2, we are on a budget. All I have is the cash in my wallet, because someone fucked up my credit cards.

Rule 3. We're not friends, we're not partners, and we're definitely not anything else.

I'm allotting us each eight dollars per meal. You can have one of the soups or a reasonably priced salad.

Because you're stealing. Do you understand rules? You're breaking the rules. Society is based on rules.

That's right. I'm "Walter". This is my wife Myra, and she's a functional idiot. She wears diapers, like a chimp. I'm taking her to Disneyland, because she loves noise and sugar. And even though I can't have sex because my cock and balls were blown off in an warehouse fire--

--I wouldn't share a bed with her anyway! I'd rather sleep on the floor! You know why?

What are we, on the set of your talk show? Just give me the key.

Wow, honey, you were in here 40 seconds, already made a friend. But it's getting late, and we have a long drive to Boston tomorrow--

Okay. We're here. As you can see, I'm getting ready for bed, so say goodnight...

You don't understand! I can't let this woman out of my sight! Okay?

I'm going to get some coffee, but I'll be watching you. Take one step, and I'll kill you. I mean it.

We'll leave him with the van once we get to the bus station, then we're back on schedule.

It's a figure of speech. See, friends don't steal friends' identities.

It's not fun now. And I'd like to be able to protect myself in the future.

Skittles? You brought us all the way out here to shoot Skittles at us?

You are smart. You are strong. You do what you want. You get what you want. I don't have that. You have it. And look what you do with it. Look what you wasted.

My wallet! My phone! Oh God. OH GOD! What are we gonna do? Wait... is it morning? Is this tomorrow?

It's OKAY? I have no money, no car, I'm due back in three days, I'm wearing bus station pants, I've got some dead hobo's ass wax on me-- tell me-- HOW IS IT OKAY?

Who am I? I'll tell you who I am. I'm a man who knows his job and does it. I protect people. I take care of them. You don't know me because I'm unsung. I'm not at your parties, I'm not with your celebrity friends. I'm WORKING. And unlike you, who makes nothing, who creates nothing-- you middle man, you human speedbump-- I have a FUNCTION. You remember Spellman? Talbott? Griffin?

You're goddamned right you don't. Terminated for corporate espionage. You know how they found out they were fired? That their stock was seized? That their pension was gone? They heard THIS VOICE TELLING THEM.

My JOB is the security of this company, and if the betrayal the Board suspects of you is true, my JOB will be to PUNISH YOU in every way I can. So if you have the slightest interest in saving your useless, incompetent ass, I suggest you SHUT YOUR SMUG, LIPLESS MOUTH and do EXACTLY AS I SAY!

I'm glad to hear that, because we've detected unauthorized data coming from your account and irregular withdrawals on your corporate check card.

Shh shh shh. It's not "you talk" time. It's "me talk" time. I'm sending you an email right now. It's a--

Nothing you can see. I want you to respond with the following information. Your Prominence user name. Your Prominence password.

Good. If you experience any strange activity with your computer or your check card, it may be the real culprit. So don't speak a word of this to anyone. Because if you're not the one doing it, maybe the person you're talking to is.

Oh, and one more thing. You ever talk to me or anyone else like that again, you're fucking fired.

I care. Are you angry at your liver? Did it do something to you?

It's fruits and vegetables. I don't know how you don't have scurvy.

I'm fine, it's a long story, but we'll be in Richmond, Virginia by tonight, and Boston by tomorrow. That still gets us back with a day to spare.

This isn't gonna work. What if he canceled the account? They know. Something's wrong.

No, Tina. We're not calling Lu Ann. We're not bothering accounting.

How dare you? I choose to stay here at my pleasure, as do the hundreds of people I employ. I am the Senior Vice-President of Financial Management at the third largest personal investment firm in the world. I travel constantly, supervising hundreds of billions of dollars. This cost of this dinner is a molecule floating in an ocean. And you have the gall to question my company's ability or desire to pay it? Who do you think you are?

You know what? The whole world's been hard on me. I don't want to be a chump anymore. You helped me see that.

Yeah, you messed up my life, but maybe it needed messing up. Maybe I needed a little more of you in me, you know? So thank you, Diana. No-- thank you whatever your real name is.

I care. I'd like to know one real thing about you. What's the big deal?

What about your family? What about Morganville, Kansas? That's all bullshit?

Hey, Bryan, it's a little before midnight. I'll be back in Boston late tomorrow night, in the office first thing the following morning.

Because it's straight shot today and we're not stopping for at least--

Trish, Fran, Jessie-- this is Diana. She's going to stay with us, just for tonight.

Your brother's always saying he could use help at the store. That's forty a year. Maybe.

Diana, the police are going to be there in the morning. Just go.

I couldn't make it happen. To be honest, it wouldn't have happened anyway. Wasn't meant to be. Not for me. I'm sorry.

A little gift. Pulled some strings with Reilly, ran your prints through the Kansas state database.

Franny and Jessie sleep quietly. Bunkbeds. Tiny room. Trish gently closes the door. Crosses back to the table, where the cake has been pushed aside to make room for Sandy's laptop. And a stack of bills.She's impressed. He turns his laptop to show her. $14.23.Trish shuts up. That came out wrong. Sandy looks at his cake. The icing spells out 40th Birthd.And then... THUMP THUMP THUMP THUMP THUMP through the wall.The thumping stops. Sandy closes his laptop.He walks off, resigned. The weight of the world.

Breakfast time chaos. Sandy barrels through, pulls his jacket on, grabs his laptop case, steps over the dog--He swings back over, grabs a brown bag from Trish, gives her a quick kiss. Heads out.

The placard next to the door says: Sandy Patterson - Accounts Processing. The office is basically a glorified cubicle. Sandy works industriously. STAMPS and NOTARIZES documents. Legal disclaimers are SCANNED and EMAILED. Fills in IRS forms. Bank forms. SEC forms. FINRA forms. Trade authorization forms. Sandy Patterson is a master of paperwork and detail. And at NOON sharp: he stops. The inbox is EMPTY. He takes out his lunch. There's a note in the bag from Trish. "Something good will happen today."BRYAN CASEY, 31, sharp suit, standing in Sandy's doorway. Younger than Sandy, but far better dressed.Sandy hands Bryan an envelope.Bryan takes the forms. Relieved. Points happily as he exits.Sandy enjoys the moment. A little pride in himself, for once. The PHONE RINGS. He answers, chipper.He hangs up. Looks at Trish's note. Something good. It's up to him to make it happen...

Did I ask you to paper the Westfield sweep account under the holding corp?

We know. And if it were up to Cornish, we'd be sucking his ass for the rest of our lives. That's why we're starting our own firm, and we're taking all of our clients with us.

You're the best at what you do. You'll be a junior partner. Run the back office, plus a piece of the business. What are you making now?

We will need secretaries. Clerks. IT. You can submit applications on--

Just a sec. I want you to meet Dave Weiss. He heads up the endowment at Boston University.

Sandy's our back office whiz. Handles legal, accounts, every single transaction. He's amazing.

We almost lost BU over this. We're asking people to entrust you with their information! Account codes, balances, access to funds--

You can't. Not with this over your head. You CAN'T WORK HERE! That's it.

Sandy, I'm sorry, but we don't have time. Accounts are rolling in, you can't clear a background check-- I need someone doing the work now.

Sandy enters the large, plush corner office. JIM CORNISH, 50, is a short, imperious man. The big wheel. He barely acknowledges Sandy's existence. Just waves at three forms on the coffee table.Sandy takes out a notary book and stamp. Works up the courage.Cornish looks at Sandy. Why is this peon talking?Yes?Cornish gets up, walks right past Sandy to greet the client who just walked into the office. Sandy turns to see Cornish man-hugging: LARRY BIRD. The Celtic great. The most famous man in Boston.Sandy can't believe this. He's awestruck.Larry signs the three forms, watching as Sandy fumbles to open his ink pad.Cornish laughs with Larry. Sandy forces himself to join in. But he's dying inside. Cornish points to the forms.Larry Bird stands up. Furious.Larry Bird grabs for the stamp. Sandy clutches it to his chest, frightened.Okay!!! Sandy stamps each of the three contracts. WHACK! WHACK! WHACK!

Ha. No, he's not an investment guy. He just handles the paperwork.

Mmmmmmmm, not quite as good that. He's more like someone who works for investment guys, but isn't an investment guy and doesn't have the training or license to ever be an investment guy.

Actually, he's a bit like those guys who gave you towels, mopped up your sweat? Hung around Celtics, but weren't Celtics?

Anyone who stays right where they are gets a 5% raise, here and now.

Anyone who moves-- will regret it. This firm has offices in twenty cities across five continents. You don't want us for an enemy.

You better pray this works out, Patterson, because I'm killing you everywhere else! No one will hire you! Not here, not anywhere! You hear me? You're a dead man! In this town, in this business! Everywhere you go! WHO DO YOU THINK YOU ARE? WHO DO YOU THINK YOU ARE???

Yeah, I see the name, but you know who this sounds like? This sounds like Sandy Patterson.

Sandy slumps back into his office, sits down. Hot with shame. Something good will happen today. He CRUMPLES the note up and throws it out. His PHONE RINGS, startling him. He answers. No longer chipper.Odd. His middle name. That gets his attention.Sandy slams the phone down. A knock on his door. It's Bryan Casey, looking deadly serious.Oh no.

Yes, Sandy? I'm Jeanette with Lady's Choice salon confirming your appointment for this Wednesday at three?

You didn't leave one when you made the appointment, so we Googled you.

Bryan enters the stairwell. Stonefaced. Sandy follows.Sandy stops. Bryan's there, but so are THREE OTHER GUYS. All in expensive suits. All around 30. All looking at him.Sandy is floored. Him?

Bryan and his partners stride out to the middle of the floor, amidst the cubicles and offices. Sandy follows, hanging back, as Bryan picks up a STAPLER and BANGS ON THE WALL, getting everyone's attention. He steps up and stands on a desk.He raises his Blackberry and presses a button.Everyone stops. You can hear a pin drop. This is nuclear.Cornish stands across the way. Addresses the troops.Sandy takes that in. The raise. The threat. SECURITY grabs hold of the four rebels.The room is dead silent. No one moves. Cornish gloats.Cornish looks around, searching for the traitor.Cornish stares in disbelief and fury at Sandy. As security marches him out with Bryan and the others--

Diana rides up the escalator, drinking an Orange Julius, talking on a crappy cell phone.As she steps off the elevator, the phone goes BOOP. Call dropped. She casually TOSSES the phone into a TRASH BIN. IN THE JEWELRY STORE She points a ring out to the saleswoman. Credit card in hand.AUNTIE ANNE'S PRETZELS Diana stuffs an entire cinnamon sugar pretzel in her mouth. Talks to the cashier through a wad of dough.COSMETICS COUNTER The salesgirl SWIPES the card. Diana shows off her new ring.Diana hears some whispered GIGGLING. Turns to catch two counter girls quietly mocking her appearance. She pretends to not notice. AUNTIE ANNE'S PRETZELS Diana has another pretzel in her mouth. Talks through an even larger quantity of dough to the same cashier.SPORTING GOODS STORE Diana looks at a monitor showing footage for something called FAMILY FUN PACKAGE. A happy family is whitewater rafting.She eyes the large yellow inflatable on display.BROOKSTONE Diana VIBRATES in a massage chair. Asleep. Drooling. An employee nudges her. She wakes spastically.Oh. She gets her bearings. Checks the receipt. One massage chair plus home delivery. $1,899.99. Diana does some math in her head, then hands the card back to the salesman.The salesman takes the card back, confused. Diana turns over on the massage chair so that's she face down. Still vibrating.

A Yaris. Sandy drives, cell phone to his ear. It's ringing. BOOP. He checks his phone. TRISH (HOME) - CALL FAILED. The LOW GAS alert pings on the dashboard.

Sandy's redialing Trish as he swipes his card at the pump. Boop. Dropped call. Again. The pump says DECLINED - SEE MANAGER. Huh?

The attendant, ARUN, sits in his glassed-in cashier booth, talking loudly in HINDI on his BLUETOOTH earpiece.Sandy passes it through the tray. Arun takes it, swipes it...Arun holds up the scanner. It says INVLD. - DESTROY CARD.Arun starts talking in Hindi on his bluetooth. Laughs.Arun turns a WEBCAM toward Sandy's credit card.He CUTS THE CARD. Then hits SPEAKER on his cell phone. We hear people laughing, singing and clapping.

My family in Mumbai. They're watching me cut up your card. I'm slingboxing this shit to them.

Sandy drives, fuming. Phone to his ear. It's ringing.And how may I assist you this evening?Homestead. Where that salon was? And then: Whoooo! Flashing sirens behind him.

Yes, I see we've suspended your service for an overdue balance of $369.73.

I'm sorry, sir. If you'd like to pay by phone right now, we can restore service to all three of your numbers.

I'm showing a third line, added two months ago. Area code 305-697--

The cop walks back over. Hand on the butt of his gun.The cop SPINS HIM AROUND. SLAMS HIM against the hood of his car. Arm bent behind his back.

Sandy sits alone. Handcuffed. Shell-shocked. Two DETECTIVES enter. Close the door behind them. The lead detective is REILLY, 40's. Moustache. Men's Wearhouse.

There's no mistake. The arresting officer ran your license through the NCIC. You were booked for felony assault two weeks ago in Florida.

Oh good, so we're dropping the whole "there's been a mistake". You missed your court date this morning. Judge issued a warrant, we ship you down there tomorrow. Enjoy the weather.

Are you or are you not Sandy Bigelow Patterson, born May 18th, 1973?

If I had to guess, I'd say it's the woman who stole your identity. Obviously taking advantage of the fact that you have a girly name.

No, it's worse than that. They get a hold of your name, birth date, social security-- then they run up debt, get arrested, commit crimes-- as you. They tunnel into your life like a termite and rot you out from the inside until there's nothing left.

Anyhoo, you'll fill out some forms, we'll put a top level fraud alert out, that's about that.

We don't "go get" anyone. We're Boston PD. All we do is open and close the case. If she buys something on Amazon, Seattle PD investigates. Your mobile company's in Connecticut? Hartford PD handles that. And so on and so forth for every single theft.

Then allllllll this is the stupid shit people do when they're drunk or in love.

Well, below that's marijuana, cuz you know, fuck it. Everybody gets high.

That's all. You're free to go. Take that mugshot with you. Might help you with the credit card companies.

Indeed I do. You're under investigation for narcotics trafficking.

Chicago PD busted an oxycontin ring last night. Your name and address were on a list of buyers.

I'm not an idiot, Mr. Patterson. I know there's a halfway decent chance it's your friend in Florida. Which means there's a halfway decent chance it's not. Until I can prove you didn't do this, it's an open investigation.

They'd put her up on Florida charges first. It'd be a year before we'd get a crack at her. She'd have to be standing right here to do you any good.

That completes the statement process. You've been read your rights.

Mr. Patterson? You're no longer a focus of this investigation. We'll be happy to provide your employer with a letter making that clear. Congratulations.

Reilly's partner walks back in the room. Hands Reilly a folder. Reilly opens it. Examines what's inside.The partner removes Sandy's cuffs. Reilly takes a document from the folder, puts it on the table. Turns it toward Sandy. It's the MUGSHOT of DIANA. Holding a name card and birthdate. Sandy Bigelow Patterson. 5-18-73.A YEAR?

Franny and Jessie watch TV. Trish sits at the kitchen table with Sandy, who has his laptop out. Piles of bills.The TRW screen says 205. Sandy reels. Then recovers.TEN MINUTES LATER - Sandy's on the phone, pacing. Trish watches, her panic mounting by the second.The girls look over at their dad. Frightened.He registers her absolute panic. Moves into calming mode.Trish takes a breath. Then puts a hand on his. Nods.Sandy looks up at the TV. The screen says: ERROR 713b: Your service has been disrupted due to an outstanding balance. Sandy leans back in his chair. This is not under control.

The elevator dings. Sandy steps out into THE NEW OFFICES. Workers install new computers, move in furniture, etc. Sandy sees Bryan in the CONFERENCE ROOM.Sandy shakes hands with DAVE WEISS, 50's.Sandy, Bryan and Weiss turn to see: DETECTIVE REILLY and two uniformed cops emerging from the elevator. Sandy quickly turns to Bryan.Reilly and Sandy shake hands.Wait-- what??? Bryan and the client stare in shock.

Good to hear. We're putting nearly a billion dollars on your desk.

Sandy sits alone. The FLAT SCREEN TV is on, the sound muted. REILLY enters with Bryan and one of the cops.Sandy puts his head in his hands.Sandy doesn't move. Bryan walks Reilly out. Finally, Sandy lifts his head. Alone. Just him and the silent TV. An ad. A woman massages shampoo into her scalp. Holy shit.Bryan and Reilly turn back to him.Reilly EXITS.

Sandy packs a SUITCASE while he's on the phone. Trish watches.He hangs up.The girls stand in the door. He kneels down and hugs them.They run out. Trish folds her arms, a nervous wreck.She frowns, then softens. Kisses him back.

A depressed, far distant suburb of Miami. SANDY - sits in his car, windows down. Sweating. Looking at: LADY'S CHOICE SALON - tacky, tacky, tacky. A large sign on the window says TAN HAIR. Sandy checks his watch. Five past noon. And then-- a new NISSAN pulls into the lot. Sticker in the window. DIANA gets out of the car. Walks into Lady's Choice. Sandy sits back. He's got her.

Diana emerges. Her bad hair is still bad, but blacker and bigger. Nails are bright pink. Jesus. What a look.

SANDY follows her, keeping an appropriate distance. DIANA glances at her rearview mirror. Sees the Cobalt following her. Hmmm. She accelerates. SANDY speeds up as well. Doesn't want to lose her. They approach an ELEVATED CAUSEWAY over marshy SWAMP. The only two cars visible for miles. DIANA accelerates more. SANDY keeps up. Until-- SCREEEE! Diana SLAMS ON HER BRAKES.He slams on HIS BRAKES-- SKIDS-- and-- CRUNCH-- he rear-ends her at about 15 mph. Not even enough to pop the airbags.

Sandy gets out of his car. Sees Diana slowly get out of hers. She's holding her neck.He can't believe it. She's pulling a scam.He walks around her car, surveying the damage. Subtly placing himself between her and her driver's side door.She takes it. Looks at it. Sandy Bigelow Patterson. She slowly removes her hand from her neck. Straightens her posture. Looks back at Sandy like she's a different person. Then she PUNCHES him in the THROAT. Sandy drops like a dead man, still conscious, but gagging on his own throat. She tries to push past him into her car, but he BLOCKS HER ACCESS to the door while he tries to breathe. She runs and gets into HIS car. Starts it up. Backs up. Watching this, gasping for air, Sandy gets into HER car. Turns the key, but the engine won't turn over. Then: WHAM! He lurches forward into the steering wheel. Looks back. She's rammed HIS car into HER car. And now she's PUSHING her car, with him in it. To the edge of the causeway. He pushes the brake to the floor. HONKS the horn.But she's not stopping. And he's almost to the edge... it's a good thirty foot drop... Sandy flings the car door open and JUMPS OUT just before-- DIANA PUSHES HER OWN CAR OFF THE CAUSEWAY - it goes END over END over END and lands with a SPLASH in the SWAMPY MUCK. Sandy turns back and sees her GIVE HIM THE FINGER as she peels off in his rental. Stranding him. His phone rings. He answers, still finding his voice.He peers over the edge at Diana's car. Restrains his own panic.

Hey babe, it's me. Just checking in to see how things were going.

She hangs up. The phone immediately rings back. She answers.Click. Dial tone. Trish looks at the phone. What just happened?

No, this is Dan from Superior Debt Collection. Can we speak to Sandy?

Sandy slowly makes his way down the embankment into the marsh below the road. His shoes SINK into the reeking muck. Ugh. DIANA'S CAR - is half submerged in the swamp. Sandy opens the exposed passenger door. Crawls into her car. Opens the glove compartment. Nothing but the manual. Looks around. Sees: PINK PAPER wedged in the rear seat. He pulls it out. It's a BILL OF SALE for the car. Made out to Sandy Patterson. Goddammit. But below that... ...a Homestead, FL address.

Prefab homes. Tiny lots. SANDY gets out of a cab. Walks toward DIANA'S HOUSE. The RENTAL CAR is in the driveway. And there's a goddamn MOTORBOAT parked on the lawn. DIANA - emerges from her house with a SUITCASE. Sees him. She drops the suitcase and RUNS back to the house. He CHASES, and just as she SLAMS THE DOOR, he jams an LEG in.He pushes in after her, and she backs away over piles of: STUFF. The house is a HOARDER'S PARADISE. Piles and piles of electronics, housewares, clothing, sporting goods, cameras, musical instruments, bulk food items... most of it UNTOUCHED. The MASSAGE CHAIR is in the corner. And the big yellow RAFT.He pulls the HANDCUFFS out of his jacket pocket, starts walking toward her. He will not be denied.She PUNCHES HIM IN THE THROAT. Again. He goes down. She tries to jump over him, but he GRABS HER LEG. She goes down, and they FIGHT. A SLOPPY, MESSY fight between two desperate people, neither of whom can afford to lose. He tries to HANDCUFF HER, but he can't pin her down. She rolls over him, smothering his face in her tits.He starts PUNCHING HER on the back of her head until her jaws RELEASE. They ROLL OVER, and now he's on top of her. Face to face. Sweaty. Her makeup is SMEARED. Breathing into each other's mouths. Close enough to kiss.He backs away, and she KNEES him in the chest, then bolts for the front door. Sandy grabs the RAFT OAR and FLINGS IT AT HER. It hits her in the back of the head, and she GOES DOWN. He staggers past her. Shuts the front door. Deadbolts it. Diana struggles to her feet, dazed. Holding the back of her head in pain. She flops down on her couch, winded. Sandy sees an overturned SHOE BOX on the floor. Spilling out of it are DRIVER'S LICENSES. All with Diana's picture. All different states. All different names. He grabs a handful.He sees FOUR GUITARS. He lifts one up.That same flash of pain crosses her face. Sandy catches it. And even though she's ruined his life, he gets a guilty twinge. He was cruel, and he knows it.A POUNDING on the door. INTERCUT WITH: AVI AND ILAN, 20's, Israeli, wearing honest- to-god Jordache jeans (still sold at Walmart!) and windbreakers. Total thugs. Hebrew accents.BACK INSIDE - Diana makes a "SHUT UP" face to Sandy.Diana grabs a KNAPSACK. Starts throwing stuff in. Makeup, blank MAGSTRIP CARDS, a small keypad device, hairspray...Diana moves into her BEDROOM. She quickly takes down a POSTER from her wall, blocking our view of it. She carefully folds it and puts it in her KNAPSACK.Diana moves back into the living room, looks for: THE JINGLE OF KEYS - Sandy is holding the car keys.KABOOM! A SHOTGUN BLAST blows through the WINDOW.KABOOM! Another blast. Diana grabs a STEAK KNIFE and starts RUNNING. Sandy runs after her, scared out of his mind...

She's got her hand JAMMED in his pocket. CLENCHING. He roars in pain, wriggles free... and she BITES HIM on the leg.

The problem is you fuck Moshe! He bail you out, you trade him shit ID?

It doesn't work! He lost twenty grand on this oxycontin deal! Open the door! We just want to talk!

A bartender took this last night, puts disgusting caption on. Then he tweeting it around. Somebody retweeting, everybody retweeting, then our friend get, he send to us-- social media! Make my work easy.

Now. Who is she with? What is she driving? And where is she going?

Avi KICKS the front door in just in time to NOT SEE Diana and Sandy running out the OTHER side of the house. Diana SLASHES two tires on Avi's car with the knife, throws her knapsack into the RENTAL, and she and Sandy get in.Sandy starts the car and PEELS OUT. Avi and Ilan realize their mistake and run back outside, but the Cobalt is already driving away, and Avi's car is LEANING on two flat tires.He kicks his car. Fury in his eyes. We don't know Hebrew, but we can tell they just fucked with the wrong Israeli.

Sandy and Diana drive in silence. Both PISSED. Finally...Diana laughs in his face. Then:She lifts the pill bottle up. Rattles it. He checks his pants pocket. She picked his fucking pocket during the fight...He PULLS THE CAR OVER to the side of the road.

Diana gets out. Starts walking. Sandy gets out. Starts dialing his cell phone. Yelling after her over the traffic noise.Diana stops.Again, that flash of pain.They're quiet for a bit. Just the sound of passing cars. Then:

Diana drinks a beer, eats pretzels.He stares for a moment. Then:Diana looks into Sandy's eyes. Suspicious.She keeps looking in his eyes. Then:

Bryan walks through the busy office, cellphone to his ear. INTERCUT WITH: Sandy in the bar, one eye on the restroom.Bryan looks into an office. "Sandy Patterson, Account Management." There's a STACK of paperwork on the desk.Sandy hangs up just as Diana gets out of the bathroom. Still carrying her beer.

She follows Sandy to his car.Takes him a moment. Then:She finishes her beer. Tosses the bottle.

Sandy drives. Diana has her FEET UP on the dashboard. Cranks the stereo. Sings along with The Doors.She leans her seat back, puts her feet back up on the dash, and turns the radio back on.Sandy looks at the NAVIGATION UNIT. 1,500 miles to Boston. Long way to go. His fingers tense on the steering wheel.

CLOSE ON: a 45-year old MAN. He's crying. His combover has unwound and wisps away from his head like a windsock. He's being DRAGGED across a perfectly manicured lawn. A McMansion behind him. A sports car in the driveway.THE SKIPTRACER, 30's, unshaven, mullet, 1984 "Western Exterminator" Van Halen concert tee. A cigarette dangles. He DRAGS the crying man by the end of his PANTS LEG.The man's head now drags across DRIVEWAY GRAVEL.The Skiptracer yanks the man against a BLACK VAN. Puts his BLACK BOOT on the man's chest while he opens the back door.His phone rings. He answers.The Skiptracer throws his CIGARETTE into the crying man's face, then LIFTS and TOSSES HIM into the back of the van.He takes out a pad. Writes down SANDY BIGELOW PATTERSON.He slams the van door shut.

You're absolutely right. Debt collectors can't do this. That's why they call me. I do this. I find you, I take you, and I drop your ass off right on their front doorstep. They walk outside, "Ohhh, look what we found!" And then they take all your shit.

Yeah, it's done. I ran the name through car rental agencies, had a friend get me the Lojak, tracked it back from there. Works every time.

Yes it fucking is! She's going to the debt collector and paying her debt to the First Bank of Boston!

Satellite radio. Got the serial number from the seller. Rest was easy.

You're the Sandy Patterson the agency wants. So turn around and walk slowly to that red car.

Sandy talks on his phone, drives. Diana sits next to him applying MAKEUP in the visor mirror.He hangs up.Diana closes her compact. Puts it away. A beat. Then...A roadside sign: WELCOME TO GEORGIA - State of Adventure. Diana instinctively cranes her neck around to look at Florida receding through the rear windshield. She turns back, suddenly with an agenda.He stares at her. What?

The rental pulls up to a squat, run of the mill low-budget hotel. "Inn and suites" my ass. Sandy and Diana get out of the car.A BOOP from his pocket. He pulls out his CELL PHONE. It's an INCOMING TEXT: ##00GSMHPKT45#49<bcktrcrte>## Weird. It's from 000-000-0000. He looks up, sees Diana striding ahead toward the hotel restaurant. He rushes after her.

Diana walks into the restaurant. Sandy follows quickly.The waitress starts guiding them to a table.Sandy stares at her. Walter? Surgery? Diana leans in and whispers in the waitress' ear. The waitress makes an "oh dear" face. Her eyes flick toward Sandy's crotch.AT THE BOOTH - Sandy sits down across from Diana.The waitress walks back over.Diana puts a hand to her chest. Emotionally wounded.She takes Sandy's hand. His eyes are bugging out.The waitress is touched deep in her little heart.The waitress puts a comforting hand on Diana.She walks off. Sandy stares at Diana, drop-jawed. She's still in the role. Dabbing at her dry eyes. The waitress returns. Puts a massive plate of RIBS down in front of Diana, with all the fixings.The waitress puts a bowl of watery soup in front of Sandy.The waitress leaves. Diana immediately drops character. Digs in to her ribs, shoveling the food in like a child.She briefly CHOKES on some ribmeat, then clears it.

What's wrong with you? This is a beautiful woman. You let her eat!

Sandy waits at the front desk for someone to come out. Diana stands behind him. Her eyes move casually, but we see her scanning the exits. And the parking lot through the window. And the car keys in Sandy's hand. The desk clerk emerges from the back. 20's, black.Diana stares at him. Cold eyes. She turns to the clerk.Diana starts walking toward the bar.

Look man, ain't none of my business, and that's fucked up about your dick and all, but you gotta treat your woman better, or somebody else will.

Sandy enters the lounge. Drunks, lonely hearts, possible hookers. Smoke everywhere. Sandy looks around, sees: DIANA - at a table with AN OLDER MAN. Big guy. Bolo tie, terrible black toupee, huge teeth. They slam back shots.But Sandy can't leave her. So he sits. The waitress brings over four more shots of whiskey.Diana and Big Chuck snarf up their shots at that.Diana is HOWLING with laughter. The only word she's able to squeak out through the laughing is:Big Chuck puts another shot back, slams the glass down on the table, and we cut to:

In your sweet Cobalt! Nice to meet you, Walter. I'm Big Chuck. Man, your little lady is something else!

C'mon, Walt. You don't think I get what's going on? You like to watch.

You're watchin' me right now. Hey, let's all go up to your room. How about that, beta dog?

You hearing this, Walter? I know you're in there jerkin' it! Jerk it, cuckold! Jerk it sissy boy!!!

Someone's buying or selling a house around here, they go through me.

Now, no doubt you've done your research. So you understand this is a traditional community.

Then I'm sorry fellas. But we kinda like it the way it is around here.

The table is LITTERED with glasses. Sandy sits, miserable, while a very DRUNK Diana hangs all over a very drunk Big Chuck. They SING along with the jukebox.Big Chuck grabs Diana from behind. Goes to town on her boobs. Really working them with his hands.

Sandy enters the room, turns on the lights. Dumps his stuff. Diana and Big Chuck follow him in. Both STUMBLING drunk.Diana and Big Chuck are drunk-tonguing each other. So much tongue. They're like dogs. Big Chuck eyes Sandy.Big Chuck starts taking off his clothes.Big Chuck slides his underwear off.FROM BEHIND DIANA - we watch Sandy watching as she pulls her top off. Unsnaps her bra. Sandy stares, aghast.

Sandy sits, clothed, on the toilet. Trying not to listen to the DRUNK SEX on the other side of the door.Sandy takes a towel. Wraps it around his head. We hear two BODIES rhythmically slapping around through the door. A banging on the wall. Then: AN ASS breaks through the BATHROOM DOOR. A PINK ASS being humped back and forth through the hole. We're not really sure whose it is. Sandy grabs another towel, wraps it around his face, curls up into the fetal position.

He turns on the shower to drown out the noise. Not enough. Turns on the faucet.

Big Chuck flops back on the bed. His TOUPEE is gone.He closes his eyes. Passes out INSTANTLY. DIANA - putting her shirt back on. Wobbly on her feet. Still drunk. Then she sees: SANDY'S ROOM KEY. And the CAR KEYS. And his WALLET. She grabs a CHAIR. Wedges it under the bathroom DOOR KNOB. She swipes the room key, the car keys and Sandy's WALLET. Takes her knapsack, and heads to the door.

Sandy is still curled up in his towel cocoon. SOUND - the kaTHUNK of the front door. He sits up. Unwraps himself, turns off the water.He tries to open the door, but it's JAMMED. Through the BUTT CHEEK HOLE he can see the chair and BIG CHUCK passed out on the bed, but he can't get the door open.

She starts the car. Opens Sandy's wallet. Takes out all the cash. Then stops when she sees: A PHOTO of Franny and Jessie. She flips through the photos. Stops on one of Jessie... her chubby little 7-year old face. Diana stares at it, almost like she's seeing a ghost. IN HER MEMORY A little girl sits alone in a dark room, illuminated by the flickering glow of a TV. BACK TO NOW - Diana starts to CRY. A rolling, ugly, heaving drunken sob.

We hear the sound of Sandy THROWING HIMSELF against the bathroom door. Diana walks back into the room. Puts her knapsack down, puts the wallet and keys and room key back where they were, and: CRASH! Sandy finally breaks the door down, TUMBLES over the chair, and lands in a heap on the floor. When he gets back up, there's HAIR on his face. It's Big Chuck's TOUPEE.He finally tears it away. And sees Diana, sitting happily in bed, like nothing ever happened. And there's his wallet and keys where he left them. And Big Chuck, face down on the bed, snoring. Ass-naked.Diana turns over and immediately falls into a peaceful sleep.

SANDY - blinks in the bright morning sunlight. He's sitting on a STOOP by the back loading entrance of the hotel.Sandy doesn't acknowledge her. Just stares into the sun.He takes a breath. No response. We hear a RETCHING NOISE. DIANA - ass in the air, on her knees. Knapsack on her back. Puking into some weeds.He finally looks at her.

Yes, this is Tina calling from Jim Cornish's office. I need to make a reservation.

Our corporate account is PRO56679. And what's the nicest room you have available for tonight? Oh, that sounds perfect, thank you.

If possible, I'd like to arrange his key to be waiting for him. Mr. Cornish doesn't like to go through long check- ins. I'm sure you understand.

Sandy walks to the car, unlocks it. Diana trails behind.He stares at her. Wow.She gets in the driver's seat. Puts her hands on the wheel. Pretends to drive, like a child would. In the B.G. - A BLACK VAN enters the parking lot.

Sandy walks to the counter with a coffee. In the B.G., through the window, we see: THE BLACK VAN - pull right up next to the Cobalt.THROUGH THE WINDOW - the SKIPTRACER gets out. Starts gesturing at Diana. Then YANKS the driver's side door open. Sandy reaches into his pocket, puts a five on the counter. THROUGH THE WINDOW - we see THE SKIPTRACER pulling DIANA out of the car. Struggling with her. Sandy's pocket buzzes. He takes out his phone. Another weird text with that strange code.Sandy hears distant yelling. He turns and sees: THROUGH THE WINDOW - Diana is SCREAMING across the parking lot as the SKIPTRACER shoves her in the BACK OF THE VAN.

Sandy races out to his car just as the van peels off.Sandy freezes. Can't lose her now. He has no choice. He gets in his car and TAKES OFF after the van.

The Skiptracer drives down the wide open two lane road. Smokes. Windows down. On the phone. Ignores the sounds of DIANA kicking and screaming in the back.He checks his side-view mirror. The COBALT is coming up on his left side. He lowers his window. SANDY - lowers his window. They YELL back and forthBASH! Diana KICKS the compartment panel and passenger seat forward from the back of the van. Starts CRAWLING through the hole toward the Skiptracer.He SWIPES at her, while she CLAWS at him.Sandy slows down, then speeds up on the SHOULDER so that he's on the passenger side of the van.Sandy slows down again, pulls back around to the LEFT side.Diana and The Skiptracer stop fighting for a second. Share a moment of disbelief and disgust.She LURCHES FORWARD into the passenger's seat area and PUNCHES The Skiptracer in the throat. He immediately COLLAPSES head-first on the steering wheel, groaning and unconscious. But the van begins moving FASTER. Diana sees: THE SKIPTRACER'S BOOT - wedged between the gas pedal and the side of the well. She tries to move his leg, but he's out cold. Diana looks ahead. In the near distance: AN INTERSECTION - with a STATE HIGHWAY - SPEEDING TRAFFICSandy looks ahead, sees the HIGHWAY INTERSECTION.Sandy screws up what's left of his meager courage, hits the brake, slides in behind the van... ...depresses the gas, and... CLUNK. Barely taps the quarter panel.WHAM! Right into the quarter panel. A perfect PIT maneuver... the van FISHTAILS, starts doing 360's... ...the INTERSECTION DRAWS NEAR... AND... CRUNCH! The side of the van IMPACTS a LIGHT POST, and the van is STOPPED just feet before the intersection. SANDY'S RENTAL - SCREECHES to a stop. He gets out and runs over as Diana gets out of the van. The Skiptracer groans, passed out in the driver's seat.He turns to look at the Cobalt.WAAAAAAAA BOOOM!!!!! A MACK TRUCK blows through frame from right to left, literally OBLITERATING the tiny Cobalt. Sandy and Diana DROP DOWN, covering their heads. Bits and pieces of debris rain down. Sandy and Diana rise back up in shock. Look down the road at the scattered remains of the rental car.He slowly turns and stares at her.

BIRD'S EYE POV - they're nearly at the intersection... 18 wheelers at high speed, like a deadly crossfire...

Big Chuck sits behind his desk. Photos of his wife and kids.REVEAL - Avi and Ilan sitting across from Big Chuck.Avi holds up his phone. There's a picture of Big Chuck kissing Diana in the bar.Ilan walks to the door. LOCKS it. Draws the blinds.Avi grabs Chuck by the BOLO and WHIPS HIS HEAD down to his desk, breaking Chuck's nose. Chuck falls backwards and to the floor. Screaming in pain.Avi crouches down. Put the phone pic in Big Chuck's face.

Sandy drives. Diana rifles through The Skiptracer's stuff. A GROAN from the back. Diana cranes her neck to look through the hole: IN THE BACK - the Skiptracer has yet to fully come to. He is now DUCT-TAPED to the wall of the van.Sandy sees a road sign. FOOD GAS BUS 35 MILES.There's a GRINDING CRUNCHING sound from the motor, and then the engine DIES.

Sandy stares at the SMOKING ENGINE. The van's shot.DIANA - is in the back of the van duct-taping a FOIL JUICE PACK and straw right under The Skiptracer's chin.

The two of them walk. Sun beats down. Thick forest lines either side of the road. Bugs in the air. Sandy's on the phone.He hangs up. Diana's thumb is out, but there are no cars.They walk along in silence. Then:His face drops. Wait a second. We hear a TELEPHONE RING...

Sandy answers the phone.MALL FOOD COURT - Diana eats orange chicken. A printout of NUMBERS in front of her. She's "Jeanine."Sandy listens as "Jeanine" makes CHOKING NOISES. MALL FOOD COURT - Diana hacks up some orange chicken.

Yes, Mr. Patterson, I'm Jeanine with Equifax Credit bureau. We're calling today, because unfortunately it appears someone attempted to steal your identity.

Diana is at her computer, creating a Massachusetts birth certificate on Photoshop, filling in Sandy's date of birth. PRINTER - spits it out

Diana approaches a DMV clerk. Hands her the birth certificate.She sees: a bored, pothead-looking clerk at another booth.

Diana approaches the bored, pothead clerk. She hands him the birth certificate.ON HIS SCREEN - Sandy's full name and birthday come up. The clerk quickly checks it against the birth certificate. He takes her DMV form and STAMPS IT.

Sandy has STOPPED dead in his tracks. Jaw hangs.That hits him like a slap in the face. His sorest spot.A MINIVAN pulls over, slows to a stop. The window rolls down.Inside are: KEVIN, 19. NEIL, 16. EVERETT, 15. All bright and smiling in EAGLE SCOUT uniforms. Between them, A GOOFY LABRADOR wags his tail.Diana clears her throat. Gives Sandy a "no" look.He holds up his wristband. It says "I'm Worth The Wait."Everett and Neil HIGH FIVE each other.

We've only Skyped. But we're supposed to meet up at the International Scout Conference in Madrid, and, you know--

Been a tough road trip, though. We were supposed to be in Spain by now.

I know. I had it all worked out, but then something went wrong. I was pretty upset, but life doesn't always pan out the way you want. Right Sandy?

I saved and saved for that trip. And then the bank said someone named Sandy Bigelow Patterson stole my identity and emptied my account. You took my money, and you thwarted my love!

The Eagle Scouts sing merrily. Sandy pets the sweet dog. Diana just sits and stares, miserable to her core.Diana rolls her eyes. Jesus...Uhhhhh...They drive for a little in silence. Then...The Eagle Scouts all look at each other. Small grins.Sandy takes his phone out. It's that GARBLED CODE.Sandy and Diana exchange a look. Uh oh.Sandy moves forward to make his point-- and Kevin lifts a small CLICKER. Click click! On that command, the GOOFY LABRADOR instantly transforms into a VICIOUS ANIMAL, BARKING and LUNGING at Sandy and Diana, held back only by Everett's hand on his collar.Sandy stares at her. Unbelievable...As Cookie BARKS and SNAPS, Kevin turns down a DIRT PATH off the road and into the woods.

I've got that scouting spirit, up in my head, up in my head, up in my head-- I've got that scouting spirit, up in my head! Up in my head!

Somewhere in a forest. The trees overhead block out most of the sun. It's creepy out here. Diana and Sandy stumble forward against a rocky outcropping. Sandy's not wearing any pants. THE EAGLE SCOUTS - stand with Cookie, who they hold back. The minivan is parked in the B.G. where the trail ended.Everett holds up his abstinence bracelet.NEIL - walks over with two large DUFFLE BAGS. Takes out a contraption of plastic piping, DRY ICE and NITROUS cartridges.Everett pours a BAG OF SKITTLES into the ammo chamber.FOOM! Neil FIRES the GAS CANNON, and Skittles EXPLODE OUT like BUCKSHOT. Every single one of them hits SANDY. Mostly IN THE FACE.Diana picks one off his face. Eats it.Neil AIMS at DIANA, and FOOOM! The cannon's kick throws Neil's aim off target, and the Skittles IMPACT INTO SANDY'S CROTCH.EVERETT - lifts THREE SNAKES out of the duffle bag.FOOM! We go SLOW-MO as THREE SNAKES hurtle through the air, MOUTHS OPEN, FANGS OUT, all heading toward DIANA-- --and then VEER IN THE AIR like a Mariano Rivera cutter, and impact FANGS FIRST into SANDY'S NECK.The snakes SLITHER AWAY. Sandy holds his neck. He's wheezing.They grab Sandy's pants and Diana's KNAPSACK.She grabs it, but Cookie has the other end. There's a TUG OF WAR, and the knapsack RIPS OPEN. Makeup tumbles out... and then the FOLDED UP POSTER. Neil SNATCHES it away from her.SANDY - through bleary eyes, watches as Kevin unfolds the poster. It's: WONDER WOMAN. Lynda Carter. 1977 poster. Old, but loved. IN DIANA'S MEMORY The little girl watches Wonder Woman on TV. Her shiny outfit. Her beautiful face. She touches her hair. Wants so bad not to feel ugly. BACK TO NOW Diana grabs at her poster, but Neil grabs back, and it TEARS IN TWO. Diana lurches forward for the other piece, but TRIPS and falls FACE FIRST into the MUCK of the forest floor.The Eagle Scouts run off. Diana lifts herself up. Looks down at Wonder Woman's ripped face. She and Wonder Woman are smeared with mud. And torn apart. Diana looks through her knapsack. Finds some tape. She desperately tries to tape the poster, but it's muddy and slippery, and it won't work. Finally, she gives up. In the B.G., we hear the minivan leave. And Sandy GROANING.Diana tries to shake him awake, but he's fading.He starts to nod off.Sandy's eyes start CLOSING.Diana stares at his fading body. Then reaches under him, and with all her strength-- she lifts him. Holds him like a new bride. And starts walking. SANDY - opens a bleary eye. HIS POV - her face... backlit by the SUN... she almost looks like Wonder Woman... His eyes close, and we FADE TO BACK.

Sandy's eyes flutter open. He looks like death warmed over. Tries to get up, but his head...Sandy looks around. He's on a BENCH at a Greyhound station. Diana sits across from him. Her makeup is back to "normal".He looks at her. What? Did he hear that right?He doesn't correct her. Then checks his body. Same shirt. Weird shoes. Dirty pants.He stares at her. And?He shakes his head. Then realizes. Yes. Yes there is someone who deserves the wrath of Sandy Patterson...

There's no one else in the library except the ELDERLY LIBRARIAN and-- SANDY AND DIANA - on the public computers. Sandy checks the employee search on the Prominence Financial website. Diana's on the other computer, setting stuff up.She makes a quick entry into Skype, and we hear a phone ring.INTERCUT WITH: Jim Cornish in his office, on the phone.Sandy FREEZES. Diana stares at him. He shakes his head. "I don't want to." Diana whispers furiously back at him.Sandy freezes.Sandy looks at Diana in panic. She gestures at him to say something, but he's frozen. The eternal beta dog.That question again. "Who do you think you are?" And we see a switch flip behind Sandy's eyes. No, not flip. Snap. And when he speaks, he speaks with an authority that stuns Diana, stuns Cornish-- stuns us.You can hear a pin drop. Diana stares in shock. The librarian stares in shock.Diana sends an EMAIL. Hits send. An email from ITsecure@prominence.com pops up in Cornish's inbox.Cornish types the information dutifully.Sandy looks at Diana's computer. She's on HOTMAIL.Cornish types his information off his card. Hits send.Sandy HANGS UP. Turns to Diana. Huge grins on their faces.She high-fives him, then pulls him in for a brotherly hug-- which turns awkward. They fumble out of the hug, and Diana grabs her knapsack.Diana has her small MAGSTRIP SCANNER out of her knapsack. She types Cornish's ATM info into it. Makes a CARD.She logs into Cornish's account through the web. All his files are listed out on the virtual disk.Diana opens a TRAVEL ITINERARY for an old trip. There's a corporate account number used for the FOUR SEASONS HOTEL.

Avi and Ilan slow to a stop in their car. UP AHEAD - police are redirecting traffic. A CLEANUP CREW removes bits of the demolished car. Avi sees a big chunk. It's a Chevy Cobalt. Ilan says something to Avi in Hebrew. Avi nods. Then rolls his window down to talks to a traffic cop.Avi nods, pulls around the traffic, and heads west.

While the El Camino gases up, Sandy sits on a bench and eats a convenience store sandwich. Drinks a Naked Juice. Diana emerges from the store with nothing but a 40 oz bottle of malt liquor and a can of Aqua-Net. He watches as she sprays her hair. And sprays and sprays and sprays. Like-- the whole can. Finally, she dumps the can and twists open the beer.He pulls another Naked Juice out of his bag. It's "green machine".She reacts in disgust.She looks at him, surprised that he actually cares. She cracks the juice open. Sniffs at it like a grumpy child. Sandy looks past her, sees a payphone by the bathroom. One of the only perks about being in the middle of nowhere. MOMENTS LATER/INTERCUT WITH TRISH - ON THE PHONEHe looks over at Diana, who is happily drinking the juice. Really enjoying it. She gives him a grinning thumbs up. He gives her a weak smile back.

A run-down house. In the B.G., we can see the Mexican restaurant. Diana checks out a SHITTY USED EL CAMINO parked on the lawn. $200 O.B.O. is painted on the windshield. Sandy is at the front door, talking to JULIO, 25.In the B.G., Diana slams the hood.Sandy turns back to Julio, and starts counting out cash.

The EL CAMINO rattles by in the B.G. AVI and ILAN step into the foreground. Approach the bus station attendant booth.He holds up the picture of DIANA.Avi and Ilan share a look. Who's this new "friend"?

Uh huh. I told him the lady went across the street with another fella. To the library.

THE SKIPTRACER - limps past the elderly librarian. Shreds of DUCT TAPE on his jacket. His eyes scan the room. Land on the computers. ON ONE COMPUTER - a web page still open to a Craig's List ad. '87 EL CAMINO - 120,000 miles. And an address.

The Skiptracer gets into a rental car of his own. He pulls out of the parking lot and drives right past THE ISRAELIS - who sit in their car, watching. Avi puts his car in gear, and FOLLOWS The Skiptracer...

The El Camino heads north on I-95. Goodbye Georgia, hello South Carolina.The El Camino crosses the state line into North Carolina.They cross into Virginia.

Sandy and Diana park the car in a public lot. Start walking. CRANE UP TO SEE - The Four Seasons Hotel. Beckoning...

Doormen open the glass doors, to reveal the sumptuous hotel lobby. Diana and Sandy walk in like it's the Emerald City. Diana flags a bellhop.The bellhop stares at her absurd hair and makeup and Sandy's bus station pants. Then heads off as instructed.Sandy nods, but she hasn't sniffed out his... The MANAGER, 50, elegant gentleman, approaches.The manager stares at them for an uncomfortably long time. Then:

If there's anything else I can do for you, please don't hesitate.

Of course. You can charge anything on the premises to your account.

The manager guides them through a beautiful suite.Sandy and Diana take the room in. They're a long way away from the Imperial Court.The manager waits for a moment. The "tip" pause.Sandy and Diana exchange a look.

Sandy and Diana come down the grand escalator to the shopping area. High-end designer stuff.She's already walking ahead of him to the stores.

Diana gathers her purchased dress from the shopkeeper. Heads out and sees: THE SALON - a beauty shop. She walks in, looks at the incredible array of makeup. BEHIND HER - two salesladies and a gay hairdresser see her. Immediately start rolling their eyes, whispering, giggling... Just like back in the mall in Florida. DIANA - starts to walk out of the store, hurt. Then stops. Screws up every ounce of courage she has. Turns back to them. Her voice strangely small.The bitchiness drops away. This is a woman in need. The hairdresser walks over to her. Gives her a once-over, then offers his hand. As he leads her to his chair...

Sandy sits at a table for two. Freshly showered. Crisp new suit. Looks like a million bucks. But he's nervous. The seat across from him is empty. He scans the entrance, looking for her. And then... She ENTERS from across the room. And takes his breath away. She's beautiful. The face-paint makeup and traffic-crash hairdo are gone. In their place-- --her own face, her own hair, done to perfection. Same for her dress. Simple, elegant, and absolutely stunning. She walks tentatively to the table. Unsure of herself, almost as if she's naked to the world. He stands for her, unable to take his eyes away from this incredible transformation.It's the first time she's ever heard the words.He gestures to her seat.She sits down. Right here and now, this is the greatest moment of her life.They sit quietly for a moment. Then:

They're halfway through a huge meal. Lobster claws, crab legs, salad, champagne... Sandy stuffs his face. Lifts an empty wine bottle, signals the waiter for more. The waiter mentions something to the Maitre D', who nods, and walks over to Sandy and Diana.Diana smiles. Truly content.Uh oh. Diana puts her fork down. This could be a problem.Sandy slowly rises. Faces the Maitre D'.The Maitre D' averts his eyes in submission.Sandy nods his approval, like a warlord. The Maitre D' slinks off, tail between his legs. Sandy sits back down. Proud of himself. But Diana is suddenly uncomfortable.That stops him in his tracks.She dries her face with a napkin.Sandy reaches out and takes her hand. She pulls her hand away. Goes back to her food.

Very good to hear. I apologize, but the charges to your account are somewhat-- significant. We do ask that you place a credit card on file. I'm sure you understand.

Please, accept my apologies. Allow me to host your wine for this evening.

Diana sleeps peacefully. Sandy watches her from the bedroom entrance, then quietly closes the door. He crosses to the desk, picks up the phone, and dials.

Sandy and Diana walk to the El Camino. No one's around.As he opens the car, THE SKIPTRACER pops out from where he was curled up hiding in the front seat.He's aiming a Taser X3 dart gun at Sandy. Nods back at the El Camino, proud of himself.Sandy turns and starts walking. Diana watches him. Free to leave if she wants. Then-- --she moves to stand between Sandy and The Skiptracer.Sandy turns around. Can't believe she's doing this.The Skiptracer looks at the two of them. Then shrugs.He aims the gun, and-- BLAM! The shot echoes out across the parking lot. Diana and Sandy both FLINCH... but nothing happened. They're fine. Untouched. Wait-- "blam"? From a taser?Blood seeps through his shoulder. He's been shot.Sandy and Diana turn to see: AVI AND ILAN walking toward them. Avi raises his gun to SHOOT her at close range, but Diana CHARGES and BITES HIS HAND.He drops the gun. ILAN grabs Diana. THE SKIPTRACER grabs Sandy. Sandy and Diana instinctively GRAB EACH OTHER. Face to face. Clinging to one another for dear life-- --as the Israelis pull Diana one way and The Skiptracer pulls Sandy the other way.Diana sees Avi struggle to his feet. Stumbling for his gun. She strains to get her mouth to Sandy's ear. WHISPERS SOMETHING IN HIS EAR His eyes go wide. Scared. Unsure. But she nods at him. You can do it.... Avi picks his gun up.She gives Sandy one last smile. And then-- THEY LET GO Ilan and The Skiptracer each stumble backwards with their prey-- BLAM! - Avi MISSES HIS SHOT at her-- SANDY - spins around... and... PUNCHES THE SKIPTRACER IN THE THROAT. Perfect shot! The Skiptracer falls to the ground, gasping for air. Sandy grabs The Skiptracer's taser, turns, and-- FWIP! FWIP! Nails both of the Israelis right in their chests. They both drop to the ground, spasming in pain.They both jump in the El Camino and PEEL OUT. Diana CHUCKS SOMETHING out of the window as they drive away. It lands with a clatter between The Skiptracer, Avi and Ilan. The satellite radio. Avi struggles to barely sit up.In the B.G., sirens. The police are on their way. Avi meets eyes with The Skiptracer, them slumps back to the ground. They both know-- it's over.

The El Camino rolls down the highway. One state turns to another. The sun sets, and the sky goes dark.

The door opens.The girls run to his arms, and he hugs them like a man who almost died. Kisses them for all he's worth. Then sees Trish. Grabs her and kisses her. It's a lovely reunion. And then, Trish sees-- DIANA - waiting bashfully at the door. The girls turn and stare at her too.Trish is unmoved.

They sit around the table, eating dinner. It's very strained.More uncomfortable silence. The clicking of forks on plates, and little else. And then, through the wall: THUMP THUMP THUMP THUMP Derek and Kristi are screwing again. Sandy sighs. Puts his fork down. A reminder that he's back in Chump Town.Diana gets up and walks out of the apartment. We hear footsteps down the hallway. Then a knock knock knock on the apartment next to them. Then some quiet talking. Then footsteps back. Diana walks back into Sandy's apartment, sits back down.She starts eating. Calm. Cool. Supremely confident. Jessie stares at Diana like she's a superhero. Like Wonder Woman or something. Diana looks back at Jessie.Diana dabs a spot on her own face with a fork full of mashed potatoes. Leaves a big blotch. Jessie and Franny giggle.She dabs another spot above her eye.The girls are rolling with laughterSandy looks over at Trish-- --and she's laughing. In spite of herself. He looks around the table. At his wife, his daughters, this strangest of guests... giggling and joyful and alive. The place doesn't seem so small anymore.

Sandy tucks the girls in.He turns to DIANA - on an air mattress on the floor.He turns the light off, and we follow him out as he closes the door behind him. He's about to walk off when:Silence. Then:He lingers for a moment, listening as the girls whisper together. Decides to let them play.

He can't sleep. Looks over at the clock. 5:30 AM.He turns over to her, surprised she's awake.She cuddles up to him. Puts her arms around him.She puts his hand on her belly.

The door opens quietly. Sandy tiptoes in. The girls sleep peacefully. Jessie clutches a doll with a horrendous new haircut. Diana's covers lower and fall with her breath. Sandy kneels down to her. Nudges her with his hand.No response. He shivers in the cold. Then notices: THE WINDOW is open. The curtains flutter. He pulls Diana's blanket back. It's the DOG under there. He crosses to the window. Looks out onto the FIRE ESCAPE just outside it. There's a NOTE on the sill. Sorry. --D He sits down on his girls' beanbag chair. Suddenly exhausted from the finality of it all. The journey is over. The verdict is rendered. No one ever changes. Not him. Not her.

A crowd of busy people on their way to work. There, in the jumble of anonymous faces, is Sandy Patterson. Suit. Tie. On his way. But there's nothing good waiting for him where he's going.

Ding. The elevator doors slide open. Sandy takes a breath, then makes the long walk down the hall, into:

The partners are seated around the table. Bryan at the head. Sandy stands. Clears his throat.He turns to leave.He turns back. Bryan points ACROSS THE HALL. Sandy turns, and we move with him as he walks out of the conference room, walks across the hall, walks into ANOTHER CONFERENCE ROOM, and now we see: COPS - and Detective Reilly - all sitting around the table. At the head of the table--Reilly turns an AUDIO RECORDER off. Pockets it. Gets up.He pats Sandy on the shoulder and heads out. A COP - puts handcuffs on Diana. Starts leading her out. Sandy watches her go. Too stunned to speak. Then follows...

As the cops lead her away...The cop looks to Reilly, who nods. The police back off and give Diana and Sandy some space.Sandy nods. She knows him. The true him.As they lead her to the elevator...She grins back at him through her tears.The elevator doors close. Bryan and the other partners gather around Sandy. Shake his hand. Walk him to his new office. He looks back one last time. But she's gone.

Trish carries a BIRTHDAY CAKE out to the patio table, and sets it down in front of Sandy, who holds their new BABY.He looks around. His wife, his girls, his baby. His new home, modest but his. His yard, his dog, his cake. "Happy 41st" He blows out the candles. Kisses Trish. Then checks his watch.

The Pattersons sit with DIANA in a family visiting room at the women's correctional facility. A guard stands outside. Diana plays "Sorry" with Franny and Jessie. Watches Trish rocking the baby to sleep.Franny knocks one of Diana's pieces back to "start".The guard raps on the door from the outside.She pulls out a test paper. Hands it to him. A+.Franny and Jessie run and give Diana big hugs. Means more to her than they'll ever know. Diana kneels down, and gives Jessie a kiss on the forehead.As Trish leads the kids out--They're alone. Sandy hands Diana an envelope.She's confused. Opens the envelope. It's an OLD PIECE OF PAPER. A FORM. Typewritten entries. And a tiny, inky fingerprint. It's her birth certificate. Diana can barely breathe.She hands the birth certificate back to him.Diana walks proudly out of the room... down the hall... back to her redemption... Her head held high. Her own woman at last.Wonder Woman, Wonder Woman All the world's waiting for you and the power you possess In your satin tights, fighting for your rights And the old Red, White and Blue Wonder Woman, Wonder Woman Now the world is ready for you and the wonders you can do. All our hopes are pinned on you And the magic that you do Wonder Woman, Wonder Woman You're a wonder, Wonder Woman

DARKNESS . As the MAIN TITLES BEGIN , the theater thrums with a subsonic HISS which mounts in all the rattling power of THX , and we . BURN IN , BRIGHT LIVING COLOR :

The glory of stratospheric dawn . The engines of a silver Lockheed U - 2F rasp upon the trace oxygen here at 72,500 feet . Scattered cloud formations hang over the blue brilliance of sea far , far below . In the haze , the looming edge of land . SUPER : FLIGHT G - 3101 . OCTOBER 14TH , 1962 . OVER CUBA . The spy plane 's CAMERA DOORS whine open . The glassy eye of the 36 - inch camera focuses . And then with a BANGBANGBANGBANG , its high - speed motor kicks in , shutter flying .

A simple CAMERA , snapping away furiously in the hands of a giggling MARK O'DONNELL , 4 . He 's straddling and in the face of his dad , KENNY O'DONNELL , 30 's , tough , Boston - Irish , with a prodigious case of morning hair . Kenny awakens , red - eyed .Kenny sits up to the morning bedlam of the O'Donnell house . KIDS screech , doors bang all over . Kenny pushes Mark over , rolls out of bed , snatches up the corners of the blanket and hoists Mark over his shoulder in a screaming , kicking bundle .

Do n't forget, Mrs. Higgins wants to talk to you this afternoon about Kevin. You need to do something about this.

Great. So while you're under a rock somewhere with the President, what am I supposed to do with your five children?

If you're home it means either Jack and Bobby have finally figured out what a con man you are and fired you, or -

Kenny , with Mark in the bundle on his shoulder , meets his wife HELEN going the other way in the hall with LITTLE HELEN , 1 , in her arms .They kiss in passing . Daughter KATHY , 12 , races by in angry pursuit of her twin , KEVIN , 12 .Kenny dumps the bundle with Mark in a big pile of dirty laundry .

All right, wise guys, Assistant Secretary of State for Latin America.

Today, for your information, is Pulaski Day. We're going to Buffalo.

Well. There is a new civil rights initiative he wants to talk about.

We're giving the Brits Polaris instead. But a story'll just aggravate things.

Listen to me, you worthless piece of disloyal shit. You will pull Daly's man on the circuit. You owe your goddamn job to this administration.

There is a word you need to learn. It is the only word in politics. Loyalty. LOYALTY you motherfucking piece of shit!

What're you looking at? This is n't the blessed order of St. Mary the Meek.

Who gives a shit about the midterms now? The Soviets are putting nuclear weapons ninety miles away from us.

Jesus. I feel like we've caught the Jap carriers steaming for Pearl Harbor.

If we hit'em, kill a lot of Russians, they'll move against Berlin. They attack Berlin, that's NATO. and we're at war.

There've got to be alternatives to just going out and bombing them.

They're going to be pressing for a military solution soon. We ca n't afford to let them ram their agenda down our throats. We need to come with options other than air strikes so we have some sort of choice here.

It's too politicized with you in there, anyway. They need to be able to stick their necks out.

Then we need to do a few things right away. No Pierre. He knows, the press knows. You're going to have to keep up your schedule - your movements are followed too closely. And we need to get these guys out of the White House. George Ball's got a conference room at State.

Way it's going, the Democratic Party. DNC strategy session. If you can call it that.

Tell you what. We're in Connecticut tomorrow for Ribicoff. I'll get you up front with him during the flight.

Then let's bomb the shit out of them. Everyone wants to, even you, even me.

He's right. And things are happening too fast. It smells like the Bay of Pigs all over again.

Why do n't you ask him yourself? You can have him on the way home.

Cheer up, you've neutralized the entire White House Press Corps for a day.

I was hoping LeMay pushed you. I would n't mind going a few rounds with him.

They're planning to shave you bald next time you fall asleep on the bus.

Come on, Scotty. This meeting's been on the books for months. It's just a friendly talk on U.S. - Soviet relations.

We go into this split, the Russians will know it. And they'll use it against us.

You do n't show for Chicago, everyone'll know there's something going on.

I'm not calling and cancelling on Daly. You call and cancel on Daly.

Tell'em you've looked into it, and all it is is an exercise. And Pierre -.

Well, you know how Bobby has it in for the State of Mississippi.

Cuba? You're fucking crazy. We are not invading Cuba. Nobody gives a rat's ass about Cuba. Not now, not ever. If you print something like that, all you're going to do is inflame the situation. Nobody talks to assholes who inflame situations. Assholes like that can find themselves cut out of the loop.

We have to try the blockades. It probably wo n't work. It may just be delaying the inevitable. But we ca n't just go to war without trying not to.

As the town's most popular playboy, the President felt my presence would be sorely missed. So in the interests of National Security.

We're not going to make it to Monday. I'll try to lean on Reston, but you're going to have to call Orville Dryfoos. This is the sort of decision the publisher makes himself.

Acheson called, DeGaulle's with us ; have n't heard from anyone else yet.

You'd worry that something was wrong if Congress offered you unconditional support.

All right.'Cause you get armed boarders climbing into Soviet ships, shots being fired across bows.

What about these low - level flights? They're starting in what? An hour? Do you realize what you're letting yourself in for?

Fair enough. But Castro's on alert and we're flying attack planes over their sites, on the deck. There's no way for them to know they're carrying cameras, not bombs. They're going to be shot at, plain and simple.

I'm your political advisor, and I'm giving you political analysis here. This is a setup. The Chiefs want to go in. It's the only way they can redeem themselves for the Bay of Pigs. They have to go in, and they have to do it right. It's that simple.

They're boxing us in with these rules of engagement. If you agree to'em, and one of our planes gets knocked down or one of the ships wo n't stop for inspection, the Chiefs will have us by the balls and will force us to start shooting. They want a war, and they're arranging things to get one. If you do n't want one, we have to do something about it.

Maybe it's harder for them to say it than they let on. At the very least, they believe it's in our best interest. And at the end of the day, they may end up being right.

That's going to be tough. You know how these guys are about their chains of command.

Commander, my name is Ken O'Donnell. Special Assistant to the President.

I do n't think you understand me correctly. You are not to get shot down under any circumstances. Whatever happens up there, you were not shot at. Mechanical failures are fine ; crashing into mountains, fine. But you and your men are not to be shot at, fired at, launched upon.

Commander, if you are fired upon, the President will be forced to attack the sites that fire on you. He does n't want to have to do that. It's very important that he does n't, or things could go very badly out of control.

If the President protects you, Commander, he may have to do it with the Bomb.

I've known the man for fifteen years. The problem is, he will protect you. So I'm asking : do n't make him protect you. Do n't get shot at.

Listen to me, Commander, they'll want to know if you were fired on. Were you?

I do n't know, Helen. I want you to keep the kids close tomorrow. Leave the T.V. on, sleep with it on in the bedroom until I tell you you can turn it off.

Nothing. Nothing you do n't know about. Tomorrow's the big day. Just have the car ready to go if I call or if the Civil Defense Warning comes on.

I'll find you. But we're not going to let it come to that. I promise.

Helen just asked me what sort of arrangements we have for the families.

Khruschev's stopped the 20 ships which are carrying contraband, and he's letting the ones which are n't go through, hoping for an incident. I think we should let them go.

Then we deal with it tomorrow. But today he's stopped most of them. He's done something smart here. We gave him an ultimatum, and he's agreed to most of it, preserving just enough room to save face. We need to do something just as smart now.

Give it a rest. You were thinking the same thing, just did n't have the guts to take the heat.

Have to hope it's a signal that he'll back down on the real issue too.

The Chiefs are looking for a provocation out there. The President's going to come under enormous pressure. You have to keep'em on a short leash, Bob.

Listen to me, goddamn it. We're talking about a possible nuclear war. You dropped the ball on Bay of Pigs -

You were in the room. It was your purview. It was your job to make sure Bissel was n't fucking us over and you did n't do it. You've got the most important job in the world right now. You're the smartest guy the President has.

Find out how close our exercises are coming to their cruise missiles. I'm calling you back in five, and you will have an answer for me or I will come down there and beat the shit out of you.

And we ca n't purge the Chiefs. Our invasion talk will look like a bluff. Or even that there's been an attempted coup.

We've got Khruschev's attention with the blockade. If we want a political solution. I think it's time to turn up the diplomatic heat. Cause if we let this go on too long, we're going to find ourselves in a war.

- You listen to me. Nobody, nobody, talks about my friends that way. You're fucking here right now because of the Kennedys. They may be wrong. They make mistakes. But they're not weak. The weak ones are these ` people' who ca n't speak their own minds.

No, they just lack ` moral toughness.' And you think I'll play your Judas. You WASPS and blue - bloods never understood us, thinking we want into your club. Well we got our own club now.

And you guys do n't realize fighting with each other is our way. Nobody plays us off each other. And nobody ever gets between us.

Oh, just a bunch of crap about withdrawing our Jupiter missiles in Turkey if the Soviets'll do the same in Cuba.

If we made a trade, we'd be giving in to extortion, and NATO would never trust us again. We'll get clobbered in world opinion.

Then talk to your brother, goddamn it. The two of you do n't need any advice to get into trouble.

- I'm just trying to make a point. This idea is that fucking bad.

The President told me to pass the word to you : stick it to them.

Adlai. The world has to know we're right. If we're going to have a chance at a political solution, we need international pressure. You got to be tough, Adlai. You need to find it, old friend.

Zorin must not have gotten instructions. Somebody in their Foreign Ministry's blown it big - time.

Dangle a settlement, tie us down in negotiations, we come up short.

That may be why Khruschev's introducing this guy. We've been burned by his usual players in the formal channels, so he brings in an honest broker.

Who's he talking for? Is it Khruschev, or is this more bullshit?

Khruschev is the Moscow Party Boss under Stalin. Give me their career chronologies!

Khruschev was the administrator in charge of preparing Moscow's defenses during the war. And Fomin. was here in the U.S.

They know each other! Khruschev and Feklisov aka Fomin were war buddies!

Do n't take it to court, but we've got good circumstantial evidence.

Walter agrees. My gut's telling me Khruschev's turning to a trusted old friend to carry his message.

It's ten pages of sentimental fluff, but he's saying right here. He'll remove the missiles in return for a no - invasion pledge. It looks like Fomin's overture was genuine.

- we got a back channel communication from Khruschev this evening feeling us out about a deal. He confirmed it just a little while ago in a letter to the President. I think we've won.

Helen and I went out for breakfast. EXCOM's not supposed to convene til eight.

We ca n't sell out one of our friends for our own safety. NATO would n't trust us anymore, and they'd be right not to.

Major, my name is Kenneth O'Donnell. Special Assistant to the President.

Major, a few days ago the President ordered me to help him keep control of what's going on out there. I've been browbeating pilots, navy guys left and right to make sure you do n't get us here in Washington into trouble. But you know what? We're pretty damn good at getting ourselves into trouble. So instead of riding your ass, I'm just going to tell you what's going on, and let you figure out how best to help us out up here.

Last night, we looked like we were going to cut a deal to get us all out of this mess. Today, the Soviets are reneging. We're going to try to salvage the situation, but a lot of things are going wrong today. It's making everyone nervous, and it will be very hard to avoid going to war. Do n't get shot down, Major. Beyond that, whatever else you can do to help us, I'd really appreciate it.

If we're going to make a deal, we're going to have to do it fast. This is only getting out of control. The only reason we're not at war this very minute is he's been able to stretch, bend and break his own rules. He wo n't be able to keep it up forever.

- Jesus, Mary and Joseph. I told you how stupid it was to float the Lippman article! But you would n't listen to me. What if there has n't been a coup at all? What if it's you two who invited that second letter by raising the possibility of a trade?

And if the two of you are thinking this trade is your ace in the hole, you're so wrong. It's a deuce.

And it's not just me who thinks that. Everyone on this so - called EXCOM is telling you exactly the same thing : make the trade, and they're going to force us into trade after trade until finally they demand something we wo n't trade like Berlin, and we do end up in a war.

Not to mention, that long before that happens, this government will be politically dead.

So now you've got to talk him out of it. And then we've got to figure out an acceptable political solution.

I agree. If there has been a coup, and there's a hard - line government in power now, then it does n't matter what we say. The end of the day we'll either agree to their terms, they'll agree to ours, or we'll go to war. But what if there has n't been a coup? What if. what if what is happening is a series of accidents?

No. The letter is an intentional, but it's having an effect far greater than its authors intended.

What if our Jupiter missiles are just a last minute haggle to salvage something? Maybe a bone Khruschev is throwing to the hard line, not really caring if we reject it or not?

If they're sane and human like we are, then maybe we just refuse, and they'll let it slide, like we've been letting things slide.

And we do it under the table so we can disavow any knowledge of it.

Six months from now, I'm not going to care. Are you? We'll deal with it.

And if this is a move to appease the hard line, then it may just be the bone he needs to regain control of his own house.

Hey, Joe. Listen, I'll take care of him. Go ahead in, grab some coffee. We'll be back pretty quick.

If the sun rises in the morning, it is only because of men of goodwill.

A pair of massive FILM CANISTERS unlock and drop from the belly of the U - 2 . TECHNICIANS secure them in orange carrying cases , lock them under key , fast and proficient . They whisk them out from under the spy plane . The Technicians run for an idling Jeep . They sling the cases into the rear of the vehicle which in turn accelerates away hard , curving across the runway for another waiting plane .

A kitchen out of the late 1950 's . Kenny drinks coffee , ties a tie , rifles through a briefcase at the kitchen table . The horde of kids , ages 2 - 14 , breakfast on an array of period food . Kenny grills the kids while he goes over papers .KENNY JR. smirk at Kevin .A PHONE RINGS as the kids cry out en masse .Kenny glances up at the wall . There are two phones , side by side . One RED , one BLACK . It 's the black one ringing . Helen answers . Kenny goes back to his papers .

A U.S. Navy truck lurches to a stop in front of the run - down , brick - faced seven - story Steuart Building on 5th and K. Rear doors BANG open , and out hop two MARINE GUARDS , side arms drawn , film canisters in a carrying case between them . SUPER : NATIONAL PHOTOGRAPHIC INTERPRETATION CENTER -LRB- NPIC -RRB- , WASHINGTON D.C. . As the Marines approach the building , front doors SLAM open .

A bespectacled OPERATIONS MANAGER hands a clipboard to one of the big Marine Guards who in turn hands him a set of keys . The Manager unlocks the film cases . PHOTO INTERPRETERS swoop in , whisk away the contents : SPOOLS OF FILM .

A black Lincoln pulls away from the modest white house on a tidy Washington D.C. residential street .

The car threads its way through the Washington traffic , past the big administrative buildings , down tree - lined avenues , takes a turn into a gate . As the car stops at the gate , the CAMERA flies past , revealing it 's the gate to the WHITE HOUSE .

CLOSE ON the five - thousand rolls of film spewing through processing equipment , its streaking passage leading us straight through the development machinery to : Photo Interpreters power up light tables , stereoscopic viewers , zip across the floor in wheeled chairs . Flying switches , flickering lights , humming motors . It 's an eerie dance of technological black magic . Another pair of Interpreters loom out of the darkness , side by side , ghostly looking , their glasses reflecting the glare of the light table , like magicians staring into a crystal ball . IMAGES FILL THE SCREEN Aerial shots , flashing by . Cuban countryside from 72,500 feet . A MAGNIFYING GLASS swings down on its arm in front of us , magnifying the carpet of trees . and a row of six canvas covered OBJECTS among them .

Kenny , in business suit and tie , trots up the steps , and a MARINE GUARD snaps the door open for him .

Kenny , briefcase in hand , weaves his way through the empty , ornate hallways of the West Wing . Past magnificent doorways , early American furniture , paintings . He finally reaches a doorway , goes through into :

A long , narrow affair , window at the back looking out into the Rose Garden . Kenny dumps his briefcase on the desk , shucks off his coat , removes a folder from his briefcase , turns and heads back out .

And into the warren of offices and halls that is the working White House . He takes a right , passes the doors to the Oval Office right next to his office , goes down a long , straight hall , into .

The formal main building , the executive mansion . He passes the busts of Presidents past , turns left into an elevator . The doors close .

The doors open . Kenny strides out onto a DIFFERENT FLOOR , the third . He heads down the long , posh hall of the family quarters . Fine furnishings , art . The living White House . He approaches the double doors at the end of the hall guarded by a cluster of SECRET SERVICE AGENTS . An agent opens one of the doors .

Kenny enters the elegant bedroom . The figure alone at a side table by the window , drinks coffee , breakfast still spread out before him , Washington Post obscuring his face .The figure lowers the paper . It is PRESIDENT JOHN F. KENNEDY . He 's wearing boxers and a tank top . Unshaven . Bed - head . Kenny O'Donnell , former ward - pol and long - time Kennedy man , is his Chief of Staff .The President rattles the paper . Kenny collapses in the chair opposite the President , sprawls , comfortable .Kenny steals a piece of buttered toast off the President 's plate . The President spares him a glance .Kenny takes a defiant bite .

You used to look down a bomb sight for a living, Ken. What do you see?

Did you have any indication of this from Georgi? Any possible warning or sense of motivation?

Is there any indication - anything at all - that suggests they intend to use these missiles in some sort of first strike?

Do we have any sort of intelligence from CIA on what Khruschev is thinking?

Gentlemen, I want first reactions. Assuming for a moment Khruschev has not gone off the deep end and intends to start World War Three, what are we looking at?

It's clear we can not permit Soviet nuclear missiles in Cuba. We must get those missiles out.

I do n't think it's going to matter what Khruschev's intentions are. I tell you, right now. I do n't see any way around hitting them.

No choice. This is going to cost lives any way we go. Do nothing, and it could be 80 million of ours. We have to get rid of those missiles.

So if there are alternatives that make sense - and I'm not saying there are - we need'em. Need'em fast.

We ca n't worry about everything right now. We've got to figure out what we're going to do before we worry about how we do it.

Okay. Kenny and I only show for the meetings you call us into. Impress us. And do it fast.

You're in charge of keeping this quiet. If word gets out before we know what we're going to do, there'll be panic. And it'll ruin any chance of surprise if we decide to hit them.

Then it appears we have three options. Number one. A surgical air strike against the missiles themselves. Two, a larger air strike against their air defenses along with the missiles.

We're certainly going to do number one ; we're going to take out these missiles, so it seems to me we do n't have to wait very long. We ought to at least be making those preparations.

Acheson's scenario is unacceptable. And he has more experience than anyone.

The thing is, Acheson's right. Talk alone wo n't accomplish anything.

Tonight, listening to Taylor and Acheson, I kept seeing Burke and Dulles telling me all I had to do was sign on the dotted line. The invasion would succeed. Castro would be gone. Just like that. Easy.

We ca n't let things get ahead of themselves. We've got to control what happens. We're going to do what we have to make this come out right. EXCOM is our first weapon.

General LeMay, do you truly believe that's our best course of action?

Those are n't just missiles we'll be destroying. We kill Soviet soldiers, and they will respond. How would we respond if they killed ours? No, they will do something, General, I promise you that. And I believe it'll be Berlin.

We knew it was coming. I tell you, Kenny, these brass hats have one big advantage. We do what they want us to, none of us will be alive to tell'em they were wrong.

We keep'em in the dark as long as we can. But I sure as hell am going to test him.

So that there should be no misunderstanding, the position of the United States, which has been made clear by the Attorney General to Ambassador Dobrynin here, I shall read a sentence from my own statement to the press dated September 13th.

Should missiles or offensive weapons be placed in Cuba, it would present the gravest threat to U.S. national security.

So I do not misunderstand you : there are no offensive weapons in Cuba.

I want a consensus, Bobby. Consensus. Either air strike or blockade. Something everyone'll stand by even if they do n't like it. I need it by Saturday. Make it happen.

I will be asking the networks for air time Monday night. I have not yet made my final decision. We will announce our course of action then. I want to thank you all for your advice, gentlemen.

Somebody had to say it. I respect Adlai for having the guts to risk looking like an appeaser.

I'm asking you to hold the story until I can present our course of action on Monday night.

Orville. I want you to tell them this : they'll be saving lives. Maybe even including their own.

As of seven o'clock Monday night, all United States armed forces world wide will stand up to DEFCON 3.

They want this fucking job, they can have it. It's no great joy to me.

Good evening, my fellow citizens. This Government, as promised, has maintained the closest surveillance of the Soviet military build - up on the island of Cuba.

unmistakable evidence has now established the fact that a series of missile sites is in preparation on that imprisoned island. The purpose of these bases can be none other than to proved a nuclear strike capability against the Western Hemisphere.

Therefore, in the defense of our own security and under the authority of the Constitution, I have directed that the following initial steps be taken. First, to halt this offensive build - up, a strict quarantine -

- on all offensive military equipment under shipment to Cuba is being initiated. All ships of any kind bound for Cuba, if found to contain cargoes of offensive weapons, will be turned back. Second : I have directed the continued and increased close surveillance of Cuba and its military build - up. Should these offensive military preparations continue, further action will be justified -

- I have directed the Armed Forces to prepare for any eventualities.

And third : it shall be the policy of this nation to regard any nuclear missile launched from Cuba against any nation in the Western Hemisphere as an attack by the Soviet Union on the United States, requiring a full retaliatory response upon the Soviet Union.

There will be no shooting without my explicit orders. Is that understood?

General, have we developed any more information on the missiles?

In the morning I'm taking charge of the blockade from the situation room. McNamara'll set up shop in the flag plot at the Pentagon, keep an eye on things there.

We need those flights. We have to know when those missiles become operational, because when they do, we need to destroy them.

How does a man get to a place where he can say, ` throw those lives away,' so easily?

Triple check everything the Chiefs say to us with the guys who actually have to do it. No one's to know about this but Bobby. I need redundant control over what happens out there. And if things are n't as advertised, you're going to make sure they come out the way I want them to come out, starting with this low level flight thing.

Any problems, you remind them those chains of commands end at one place. Me.

- we need this one, Dean. The quarantine's legal if we get a mandate, otherwise it's an act of war in the eyes of the world. Get me that vote. Make it unanimous.

Guess we ca n't blame Khruschev for a few patriotic farmers. And the ships?

In accordance with this afternoon's vote at the OAS, the quarantine shall hereby be effective as of ten o'clock tomorrow morning.

Last summer I read a book. The Guns of August. I wish every man on that blockade line had read that book.

World War One. Thirteen million killed all because the militaries of both alliances were so highly attuned to each other's movements and dispositions, afraid of letting the other guy have a theoretical advantage. And your man in the field, his family at home, could n't even tell you the reasons why their lives were being sacrificed.

And here we are, fifty years later. One of their ships resists the inspection. We shoot out its rudder and board. They shoot down our planes in response. We bomb their anti - aircraft sites in response to that. They attack Berlin. We invade Cuba. They fire their missiles. We fire ours.

Captain, can you force that submarine to the surface for inspection without damaging it yourself?

Captain, I want you to maintain contact with those ships. Do nothing until I order otherwise. Is that clear?

We can horsetrade with Khruschev on ships. But it does n't get us any closer to removing those missiles.

McNamara's on his way back here now. We need to pick the right ship. No subs. No armed boarding parties either. We need a little more time to figure this one out.

- how the goddamn hell did this happen? I'm going to have Power's head on a platter next to LeMay's!

Hey, Kenny, did you hear me give the order to go to DEFCON 2? I remember giving the order to go to DEFCON 3, but I must be suffering from amnesia because I've just been informed our nuclear forces are DEFCON 2!

- I have the authority. I am the commander - in - chief of the United States, and I say when we go to war!

General, the Joint Chiefs have just signalled our intent to escalate to the Soviets. You have signalled an escalation which I had no wish to signal, and which I did not approve.

He's right, we ca n't rescind DEFCON 2. The Soviets will think we've gotten sweet on them.

I've been considering a variation on one of Stevenson's ideas. We're going to send up a trial balloon through Lippman. The Jupiter missiles.

It's a goddman trial balloon. Trial is the operative word, here.

Jesus Christ, O'Donnell, you're the one saying we need to move forward on a political solution.

You want to turn up the heat? You call Adlai. Tell him to stick it to Zorin.

Did n't know Adlai had it in him. Too bad he did n't have this stuff in' 52.

So they'll remove the missiles, and we'll pledge not to invade Cuba, destabilize Castro or assist anyone who plans in doing so.

Well, it seems the question of the day is - is the offer legitimate?

Kenny, get over to your old stomping grounds. Go through everything the FBI has on Fomin. I need your best call : is this guy legit and is he speaking for Khruschev? And I need you to tell me by the time I call you, because right after I call you, I'm calling Scali with his instructions.

Well, gentlemen, I was n't planning on invading Cuba anyway. I think we can live with the terms of this deal.

You know, the problem we have is that this is latest offer of theirs will seem reasonable to everyone. We remove our missiles, they remove theirs. Our Jupiters were scheduled for removal anyway. They're obsolete, after all.

So which one of you geniuses can tell me how to explain ourselves to the world? How do we work with them if there's been a hard - line coup?

General, issue the warning orders to our forces. They will be prepared to execute the air strikes Monday morning and the follow - on invasion according to the schedule thereafter. I'll need the official release orders on my desk Sunday night.

Does this attack on our plane represent a definitive, intentional escalation on the part of the Soviets?

Goddammitt. There's always some sonofabitch who does n't get the word. All we need is the Soviets thinking we're bombing them.

No. I want confirmation there was n't some sort of accident first.

We give them something. We tell them we'll remove the missiles from Turkey say, six months from now so that there appears to be no linkage. We also tell them if they go public about it, we deny it and the deal is off.

We were just debating who had it worse, us or George Washington and his guys.

Yeah, but the country did n't even exist as a country yet. It was a mess, and he did n't have a leg to stand on.

Does n't matter to me. If I went down in history like Adams, I'd die happy. All they say about him today is -

You know, we never did control it. Not really. Not like we think.

I do n't want any gloating. This is not a victory over the Soviets. It's a victory with the Soviets.

SUPERIMPOSE : BUFFALO , NEW YORK A luxury hotel crowded with LOCAL POLS : the Democratic machine of Buffalo . Beyond the open floor - to - ceiling windows , a CROWD . The Pulaski Day Parade , a glimpse of ' 69s Americana . High School bands blare Sousa . The scene is deafening , boisterous . Pols trail Kenny as he crosses the room : fast , tough , on - the - go .And like that , a congressional candidate is made . Kenny accelerates , leaving the Pols behind . Suddenly , outside the windows , the crowd swells forward with a collective ROAR .

We're putting up Potowski next time. Will you guys come out for him?

Kenny heads down the steps with New York Times Washington Bureau Chief , SCOTTY RESTON . Anonymous , they weave their way through the crowd for a police car on a side street .Kenny just sighs as they make their way up to the police car . A Secret Service Agent opens the door for him , another is behind the wheel .Scotty stares at Kenny , determined . Kenny looks away . And his eye catches a tall , willowy BEAUTIFUL WOMAN . She is talking , excited , embarrassed , to two more SECRET SERVICE AGENTS . What they 're saying is lost in the noise . Scotty follows Kenny 's gaze . Then the two men share a look , a silent understanding . Kenny glances at the Secret Service guy holding the car door , tilts his head at the woman .The Agent nods , heads for the other Agents and the Beautiful Woman . Scotty acts like nothing has happened .The formula 's exactly what Kenny wants to hear . He pretends to consider , pretends to cave as he gets in the car .Reston 's won . But so has Kenny , and he 's made Scotty feel tough in the bargain . People like Kenny .

I'm doing a piece on Skybolt. I hear Macmillan's meeting with him in Nassau.

Pretending there is n't a problem wo n't fix it. He can clear the air on Anglo American relations.

Let him talk to me, he makes Macmillan look good, I print it, the British public likes it, Macmillan owes you.

Kenny! What happened? They did n't let me up front, said the President was on the phone the whole time.

Yeah? Who was he talking to? Acheson? Come on, O'Donnell, everyone's wondering what's going on. What's Acheson doing in town? And do n't give me some bullshit about DNC think tanks. Acheson's Mr. Cold War.

I'm giving you a chance here : talk to me. You can influence how this thing unfolds.

Are they going to discuss the military exercises going on in Florida?

There are major rail disruptions in the South, two airborne divisions are on alert. That exercise is an invasion.

All right. I'm not going to print anything until I have another source. But I promise you, I'll get one.

In the back seat , Kenny stares out the window at the parade goers . The Secret Service Agents leave the Woman . Disappointed , the Woman turns and vanishes into the crowd . It 's an eerie moment . Something troubles Kenny , and he glances up at the sky . A premonition . But it 's a clear , clear blue . A day like this , all is right with the world .

Six Interpreters huddle around IMAGES on a light table . One of them shoulders his way into the group and THUMPS a black BINDER on the table . There are grim nods of agreement . The book is open to a PICTURE of an SS - 4 BALLISTIC MISSILE . A photo from Moscow Mayday parade . An icon of the nuclear age escorted like some devil - god to a holocaust . END MAIN TITLE SEQUENCE

The White House casts long shadows this gorgeous October morning . Blue sky ; the first flash of color in the trees . SUPER : TUESDAY , OCTOBER 16TH , 1962 . DAY 1 .

Briefcase and coat in hand , Kenny enters his office - and finds THREE MEN . Standing there . Thin - haired , bespectacled , academic - looking MCGEORGE BUNDY , 43 , the National Security Advisor . The two men in the background : PHOTO INTERPRETERS . Kenny hangs up his coat , sees the Interpreters ' large black display cases . And suddenly the world is slightly off kilter .

On Sunday morning, one of our U - 2s took these pictures. The Soviets are putting medium range ballistic missiles into Cuba.

Sir. We need to consider. if we decide to act, there's a good chance we'll end up in a general war.

You want to be clear, Mr. President, that we have definitely decided against a political track.

They're being issued identity cards. Call comes, and evacuation officers meet them at pre - arranged departure areas. They go by helicopter to Mount Weather. We meet them there.

Thank God. Look, everyone is furious about it. We trade away our missiles in Turkey and we're fucked politically.

You got ta stop'em. We know it's Jack and Bobby's idea - they leaked it to Lippman. The military guys are going ape, and they're not alone.

No it is n't. They do n't trust the people that feel this way. But these people are right. And the Kennedys are wrong.

Jack and Bobby are good men. But it takes a certain character, moral toughness to stand up to -

A U - 2 on a routine air - sampling mission over Siberia got lost and penetrated Soviet airspace. The Soviets scrambled MIGs in pursuit, thinking it was a bomber. It got out okay. Somebody forgot to cancel the mission.

We've been talking. We can play this big in' 64. It's the foreign policy trophy we've been waiting.

I think we can ride it all the way home next election. Bet you're way ahead of us, eh?

Kenny emerges from the elevator with Bundy . They head down the long , posh 3rd floor hall , the Presidential Detail guarding the doors at the end . But the familiar route feels strange , and lasting an eternity . Kenny eyes the package under Bundy 's arm , its TOP SECRET stamp visible .The Agent opens the door . Bundy pauses , Kenny with him .Bundy is tense . But Kenny relaxes .

Kenny 's office is a raging beehive of activity . Kenny works the phone as ASSISTANTS come and go with files .As Kenny THROWS the phone down at the receiver , and the PRIVATE DOOR to the Oval Office suddenly opens . Kenny glances up . President Kennedy stands there in the doorway . Kenny thinks he 's reacting to the tirade .Kenny stops .The Assistants leave , shutting the door after them . Kenny rises .Kenny starts for the door .The President lets Kenny by into .

WE ENTER from a different angle than we usually enter in movies : through the side door . The President 's ornate desk sits on the right , windows looking out on the Rose Garden behind it . Kenny 's gaze swivels to : THE OTHER END OF THE ROOM where the Interpreters , their crewcut chief , ARTHUR LUNDAHL , 50 's , and Bundy stare at him . They 're surrounded by PRESENTATION BOARDS propped up around the fireplace . The President 's rocking chair and sofas .In eerie silence , as all eyes follow him , Kenny makes his way among the presentation boards with the U - 2 imagery , stops in front of the picture of the six canvas - covered objects . It unleashes a wave of memories .He puts his hand out to touch the image , then turns and looks to the President , knowing what they must be .Shock . Silence . Kenny glances to the other men .

They appear to be the SS - 4 : range of a thousand miles, three - megaton nuclear warhead.

Gentlemen, as most of you now know a U - 2 over Cuba on Sunday morning took a series of disturbing photographs.

Our analysis at NPIC indicates the Soviet Union has followed its conventional weapons build - up in Cuba with the introduction of surface - to surface medium - range ballistic missiles, or MRBMs. Our official estimate at this time is that this missile system is the SS - 4 Sandal. We do not believe these missiles are as yet operational.

IRONBARK reports the SS - 4 can deliver a 3 - megaton nuclear weapon 1000 miles. So far we have identified 32 missiles served by around 3400 men, undoubtedly all Soviet personnel. Our cities and military installations in the Southeast, as far north as Washington, are in range of these weapons, and in the event of a launch, would only have five minutes of warning.

This morning's photography is in. It appears the Soviets have commenced a crash program to ready the missiles.

We expect they'll all be operational in 36 hours : Monday morning.

That may not be as easy as we thought either. We've gotten confirmation that the Soviets have also deployed battlefield nuclear weapons to Cuba.

A bank of WHITE HOUSE OPERATORS work the switchboard , fingers flying , voices overlapping in a babble of :

Please hold for the White House. Mr. O'Donnell for Secretary McNamara. White House Operator. please hold.

Kenny carries the phone with him as he paces hard from his desk to his window .Kenny hangs up . The President enters . A beat . And in that beat , there 's a void . The two men are off their emotional stride , trying to grope their way out of shock .Kenny nods , acknowledging the feelingAnd we glimpse the chemistry of these guys by Bobby 's absence . It 's like they 're missing their third wheel .The President and Kenny hear him out in the hall . And the tension goes out of them instantly .They turn to the door as BOBBY KENNEDY , 37 , the President 's younger brother/Attorney General , enters . Bobby shuts the door behind him , falls into Kenny 's chair , and clearly grappling with his own disbelief , is hushed .The President paces away , grim .

Complete snowjob. And then we went out and told the country they were n't putting missiles into Cuba.

You mean there's something more important than votes? Did n't think I'd live to see the day, Ken.

They lied to us. Two weeks ago Dobrynin told me to my face Khurschev had no intention of putting missiles into Cuba. They said themselves, this is our backyard.

Damned if we do, but if we do n't, we're in a war for sure somewhere else in six months.

He's right, Jack. Taylor is saying we may have some time. We've got to use it.

What about the allies? Congress? I think we may need to start letting key people know. And they're all scattered across the country for the campaign. We're going to need to get the U.N. staff in and warmed up. Jesus. I do n't even know if we've got secure communications with half our embassies since that the Soviets got that cryptographer of ours.

We got a bunch of smart guys. We lock'em up together in there, kick'em in the ass til they come up with options.

It'll be the principals, a couple of the key guys from each department : the Executive Committee of the National Security Council. We'll call it EXCOM.

I think we should bring in Dean Acheson. He was fighting Soviets while we were still working the wards in Boston.

Screw secrecy. You try having that fat ass sit on your lap all the way from Foggy Bottom.

Everybody agrees the diplomatic route is out. It's too slow, and they'll have the missiles finished.

Jack, I'm as conniving as they come, but a sneak attack is just wrong.

As if dealing with the Russians was n't hard enough, we got ta worry about our own house.

No. No. No. There is more than one option here. If one is n't occurring to us, it's because we have n't thought hard enough.

You're talking about a sneak attack! How'll that make us look? Big country blasting a little one into the stone age. We'll be real favorites around the world.

I ca n't let my brother go down in History like a villain, like a Tojo, ordering another Pearl Harbor.

There's got to be something else. Give it to me. I do n't care how crazy, inadequate or stupid it sounds.

There's still no sign they know that we know about the missiles. Been a lot of cloud cover ; probably think we are n't getting any good product.

We're split down the middle. If I held a vote I think airstrike would beat blockade by a vote or two.

We believe that a surprise attack would be counter to what the United States stands for. We believe that an attack leaves us no room for maneuver, and the inevitable Soviet response will force us into a war we do not want. A war that, this time, will really end all war.

Goddman Stevenson. Jesus. Peace at any price. You'd think nobody learned anything from World War Two.

We have to pull him. He's not going to be able to handle the Soviets in front of the U.N. Zorin will eat him alive.

Admiral Anderson, if the ships do not stop, what exactly are our rules of engagement?

What happens if the ship does n't stop for inspection or want to be towed?

Course that's for morale. The missiles only take five minutes to get here.

It's an accident. They must not have gotten their orders yet. Let'em go.

We're going to have to stop a ship eventually, show the quarantine's got teeth, or we'll prove McCone right.

Rescind the order. Can all the Chiefs. Put Nitze, Gilpatric and the Undersecretaries in charge.

McNamara wo n't be able to handle them. It's too much for one man.

Adlai's too weak! We have to convince Jack to pull him, get McCloy in there.

John? It's Bobby. Get ready to send your staffer in. He's going to be coming out.

By the way, Scali, your activities now fall under the secrecy codicils of the National Security Act. Sorry, no Pulitzer.

They want us to take our missiles out of Turkey along with the no invasion pledge. It looks like Fomin was a ploy after all, and they were just stalling for time.

The Jupiters are obsolete. They were supposed to have been dismantled last summer anyway -

All right, so maybe we overestimated how reasonable this trade would look. Okay? You happy? So now what?

And if there has been a coup and there is no acceptable political solution?

Making the second letter and the overall picture look worse than it really is.

We accept the first letter and pretend the second does n't exist.

We gave so much to get here. I do n't know. Sometimes I think what the hell did we do it for?

You know. I hate being called the brilliant one. The ruthless one. They guy who does the dirty work. The one everybody's afraid of.

Ambassador Dobrynin, we are aware that at this moment your missiles in Cuba are at the brink of operational readiness.

They are a vital threat to my country. If launched, they would kill 80 million Americans.

My brother, my friends, my countrymen and I can not and will not permit those missiles to become operational.

If the missiles do not become operational, if you remove the missiles, then there will be no war.

At this moment, the President is accepting the terms of Secretary Khruschev's letter of Friday night. If the Soviet Union halts construction immediately, removes the missiles, and submits to U.N. inspection, the United States will pledge to never invade Cuba or aid others in that enterprise.

The United States can not agree to such terms under threat. Any belief to the contrary -.

However, while there can be no quid pro quo on this issue, the United States can offer a private assurance.

Our Jupiter missiles in Turkey are obsolete, and have been scheduled for withdrawal for some time. This withdrawal should be completed within, say, six months.

Of course, any public disclosure of this assurance would negate the deal and produce the most stringent denials from our government.

Of course. Our pledge can be relayed to any government official Secretary Khruschev sees fit to satisfy.

With the caveat that it is not made public in any way, shape or form.

And we must have an answer tomorrow at the latest. I can not stress this point enough.

The President strides down the plush hallway , Bobby and Kenny flanking him . Unconsciously , all three men assume the same gait : confident , powerful , no longer disoriented . And before our eyes , the three men 's game faces appear , and they become the hard - ass leaders of the United States . Secret Service Agents throw open the massive double doors to the Cabinet Room .

And they enter . The group of men at the long , ornate Roosevelt - era table , rise as one .And the doors close on the eighteen men of EXCOM : The Executive Committee of the National Security Council . They are the legendary `` Best and Brightest . '' The President makes his way down the line : shakes hands with Secretary of State DEAN RUSK , 53 , distinguished , with a soft , Georgian accent , a distant reserve .The President leans past him , grasps the hand of the Secretary of Defense ROBERT MCNAMARA , 46 , a gifted managerial genius . the price of which is a cold , hard personality .OFF TO THE SIDE , Kenny greets Vice President LYNDON JOHNSON , 54 , and ADLAI STEVENSON , 62 , Representative to the U.N. , intellectual , well - spoken .The silver - haired war hero and politically savvy Chairman of The Joint Chiefs of Staff , GENERAL MAXWELL TAYLOR , 50s , shakes the President 's hand .He gestures to GENERAL MARSHALL CARTER , Deputy Chief of Operations for the CIA . Carter nods to the President . THE CAMERA PANS OVER THE OTHERS . DOUGLAS DILLON , ex - banker , Secretary of the Treasury . ROSWELL GILPATRIC , studious Deputy Secretary of Defense . PAUL NITZE , 55 , the detail - driven facts man , Assistant Secretary of Defense . GEORGE BALL , 50s , Undersecretary of State . Eloquent , a man of conscience . U. ALEXIS JOHNSON , Deputy Under Secretary of State . EDWARD MARTIN , Assistant Secretary of State for Latin America . LLEWELLYN THOMPSON , laid back , rumpled Soviet Affairs Advisor . DON WILSON , Deputy Director of the USIA . The President sits down at the center of the table , Rusk and McNamara to either side , and the others resume their seats . Bobby takes one of the over - stuffed chairs at the table . Kenny finds one along the wall behind the President , under the windows to the Rose Garden to TED SORENSEN , 30s , the President 's legal counsel and speech writer . They greet each other coolly .The room falls silent . The President looks across the table to GENERAL CARTER .Lundahl , standing at the end of the room with briefing boards , steps forward with a pointer .

McCone's been notified and is coming back from the West coast. Carter's here, though.

Arthur Lundahl heads our photographic interpretation division at CIA. I'll let him and his boys take you through what we've got. Arthur?

Mr. President, I believe my team is in agreement. If we permit the introduction of nuclear missiles to a Soviet satellite nation in our hemisphere, the diplomatic consequences will be too terrible to contemplate. The Russians are trying to show the world they can do whatever they want, wherever they want, and we're powerless to stop them. If they succeed.

Appeasement only makes the aggressor more aggressive. Confidence in our security commitments around the world will falter, allies will become unsure in the face of Soviet pressure, and the Soviets will be emboldened to push us even harder. We must remove the missiles one way or another. It seems to me the options are either to build up the crisis'til they give in, or we hit them. An air strike.

Mr. President, our deliberations have led us to the conclusion that, for the moment, a blockade of offensive weapons to Cuba is our best option. But we'll still need a strong showing of support from the Organization of American States to give us an umbrella of legitimacy.

Mr. President. The OAS meeting starts in an hour. I have n't prepared at all. We ca n't expect -

Mr. President, The Organization of American States has n't had a unanimous vote since -

We were eyeball to eyeball and I think the other fellow just blinked.

The FBI has identified this Alexander Fomin as the Soviet Resident, the KGB equivalent of one of our station chiefs. He's their highest ranking spy in this country. And he knows John's a friend of mine.

The truth is, Mr. President, we do n't even really know whom Fomin speaks for. It could be Khruschev. It could be some faction in the Politburo or the KGB itself. We just do n't know.

Mr. President, we're receiving a letter from Khruschev over at State.

It does n't necessarily mean there's been a coup. Khruschev's name is signed to the letter.

But at the very least. It does suggest he's been co - opted by hard line elements.

Mr. President, agreeing to such a trade would be tantamount to paying ransom. They'll put a gun to our head again, and expect us to pay again.

Whatever response we send, it will take several hours for the wire to be received by our embassy and delivered to the Kremlin. So we're looking at early tomorrow morning at the earliest before Khruschev could respond.

Whoever carries the message has to hit the nail on the head. Come across as too soft, they'll push us. Too hard, they'll be cornered and even more dangerous.

We've worked up several military scenarios. Before I ask General Taylor to lead us through the various options, I'd like for us to adopt a rule. If we are going to strike, we must agree now that we will do it before the missiles become operational. Because once they are, I do n't think we can guarantee getting them all before at least some are launched.

Six months ago we gamed out a scenario. It's slow. It does n't get rid of the missiles. There are a lot of drawbacks.

A blockade is technically an act of war, therefore we recommend calling the action a quarantine.

There are between 20 and 30 Soviet ships underway to Cuba at this time.

800 miles out, the navy will stop them, board, and any vessels containing weapons will be turned back.

A quarantine prevents more missiles from reaching Cuba, but it does n't remove the ones already there. It gives the Soviets a chance to pull back without war. If they refuse to remove the missiles before they're operational, we retain the option to strike or invade.

We're concerned about the possibility of an incident with an innocent cargo carrier. If it turns ugly, the Russians could use an ugly incident and bad world opinion as leverage to force us to remove the quarantine.

Then it looks like our first customers are the Gagarin and Kimovsk.

I'm afraid not, Mr. President. The sub has positioned itself between the Pierce and the Soviet ships. Admiral Anderson insists it's too much of a risk to proceed with stopping the freighters. The Pierce would be a sitting duck for the sub.

Mr. President! We're receiving reports that the ships are stopping!

- we've got reports coming from all over! The ships are stopping! Some. are turning around!

Mr. President, I agree. Let them go. Four of the six continuing ships are still a day away from the line. They've stopped all the ones we suspect have weapons aboard. It would look bad shooting up a freighter full of baby food.

Mr. President. Bobby. Kenny. The Essex battle group has the Gagarin, Kimovsk and the sub escort under their thumb. We've got a few hours now before we need to worry about any more flashpoints on the line.

We could use a few more hours. I think we should consider moving the quarantine line back to 500 miles.

Of course it is. But the President needs to realize we're going to have to stop a ship eventually.

You must think I'm blind and stupid. I've already gotten the birds and bees from Bobby. The President does n't have to double - barrel me.

Anybody ever tell you you're an egomaniac and a prick, O'Donnell?

We lost track of it yesterday at nightfall. We thought we gave it plenty of room when we moved the quarantine line back. We just reacquired it.

I believe the President made it clear that there would be no firing on ships without his express permission.

This was not the President's intention when he gave that order. What if the Soviets do n't see the distention? What if they make the same mistake I just did?

There will be no firing anything near ANY Soviet ships without my express permission, is that understood, Admiral?

And I will only issue such instructions when ordered to by the President.

John Paul Jones. you do n't understand a thing, do you, Admiral?

This, all this, is language, a new vocabulary the likes of which the world has never seen. This is President Kennedy communicating with Secretary Khruschev.

Which at the end of the day is the same thing as a coup. A puppet Khruschev, and a hard - line Soviet government pulling the strings. No deal. And the missiles are almost operational.

I hate to say it, but if I had to bet, I'd bet Max is right. What if they have no intention of honoring this deal, either? Then tomorrow they add another condition. Meanwhile, the quarantine is n't working and they're continuing to work on the missile sites.

I think we have to consider issuing warning orders for our forces.

We've only got time for one more round of diplomacy. The first airstrikes start in less than 36 hours.

At least it will expose whether Khruschev has been overthrown. We'll know what we're dealing with.

In those five minutes they could kill 80 million Americans and destroy a significant number of our bomber bases, degrading our retaliatory options. The Joint Chiefs' consensus is that this is a massively destabilizing move, upsetting the nuclear balance.

GMAIC estimates ten to fourteen days. However, a crash program to ready the missiles could cut that time.

I have to stress that there may be more missiles that we do n't know about. We need more U - 2 coverage.

The problem, Mr. President, is that it's a short - term solution. Khruschev can send more missiles next month. The Chiefs and I believe we should follow up the air strikes with the full version of OPLAN 316.

Yes, sir. We can be sure we get all the missiles, and we remove Castro so this can never happen again.

Yes, sir. Our best option is to commence the strikes before the missiles are operational. The invasion happens eight days later.

Yes, sir, we're preparing to implement all three options, though I must stress again, sir, there are risks to the strikes without the follow - on invasion.

The situation is worse than we thought. We count 40 missiles now, longer range IRBMs. They can hit every city in the continental U.S.

We've just begun the mobilization under cover of a pre - arranged exercise, sir. We're looking at another week and a half, Mr. President.

Sir, we have a rapidly closing window of opportunity where we can prevent those missiles from ever becoming operational. The other options.

do not guarantee the end result we can guarantee. However, the more time that goes by, the less reliable the choice we can offer you becomes.

They are continuing to proceed with the development. We're commencing low - level photography runs this morning.

Our guy running this show is the best. Commander Bill Ecker of the Navy's VFP 62, the Fightin' Photo. Something of a character, but the highest efficiency ratings we've ever had.

To protect our pilots, we're prepared to retaliate against any SAM site or anti aircraft battery that opens fire.

We have a flight of Thunderchiefs able to respond within minutes of an attack on our planes.

It appears our low - level flights are getting back okay. Some unconfirmed reports of small - arms fire from some of the missions, but that's it.

Unlikely, Mr. President. We've been monitoring transmissions from both the Gagarin and Kimovsk. Their radios are working fine.

Mr. President, the orders were limited to our strategic forces in the continental U.S.

Technically, General LeMay is correct that SAC has the statutory authority -

Mr. President, I'm afraid we have some bad news. We're getting GMAIC estimates from our latest low - level overflights. It appears the missiles are two to three days away from operational status.

The quarantine, sir, is not producing results. The Chiefs feel it's time you take another look at our options.

Mr. President, there is another possibility we have n't considered. This may not be a coup at all.

It's possible that the back - channel overture, last night's letter, and this letter today, along with everything the Soviets have said all along, is nothing more than a lie - disinformation.

Understood, sir. We need to step up the overflights, finalize our pilots' target folders in order to be able to carry out the strikes.

The Soviets are in control of the SAMs. It's hard to believe with their centralized command structure that it could be an accidental launch.

Mr. President, our pilots are in danger. We must order punitive airstrikes against the SAM site that shot down Major Anderson per our rules of engagement.

Not at present, sir. But I think the prudent answer is we do n't know.

No, Mr. President. We do n't. We just do n't know what's happening inside the Kremlin at that level.

Goddamn it, it's obvious. It's the only option. That asshole, Stevenson. We ca n't let this drag out or we lose our shot.

The sweltering Cuban countryside . Shouting SOVIET ROCKET TROOPS , stripped to the waist , glistening with sweat , machete a clearing under scattered , limp palm trees .A bulldozer TEARS through the undergrowth . FILLING THE SCREEN . A 70 - foot long MISSILE TRANSPORTER creeps along in the bulldozer 's wake like a vast hearse with its shrouded cargo .

Lundahl raps his second board : a map of the United States , Cuba visible in the lower corner . An ARC is drawn clearly across the U.S. , encompassing the entire Southeast .The President stares at Lundahl , and beating out each word .Lundahl looks around the room . Everyone is hanging .The men come to grips with their own fears , own anger .General Taylor drops a memo on the table WHICH BECOMES :

SCHEMATICS slapped down on a camp table . A group of Soviet site ENGINEERS point and gesture as they study their ground from a shaded hillock . CLEARING CREWS and SURVEYORS work and sweat in the distance .

Taylor sees the grim looks all around .Kenny lets out his breath . He catches Bobby 's eye . This is unbelievable .There 's angry agreement . The President cuts it off .Rusk glances to his team at the end of the table . Ball , Johnson , Martin , Thompson and Stevenson .There 's silence at the table . Some nods . Understanding .And there it is . The clock is running .The room falls silent . The President leans back in his chair , studying the circle of men around the table , weighing them . Kenny and the others watch him in silence . A long , dramatic pause . A course that will change history is about to be chosen . The President leans forward , folds his hands on the table . Fated . Grave .

Kenny and Bobby follow the President down a path through the Rose Garden . The shock of the morning has worn off . The President stops , looks at them .A long moment of silence as they move along again .The guys stop again . The autumn day is bright , warm , alive . The air , the distant city sounds derail the relentless train of logic for a beat . And in their faces we see that all three men , for the first time , feel the enormity of war , its shadow over everything . It 's only a couple of steps away . Steps that they 're seriously contemplating .Pained , the President turns away .Kenny and the President look at him . Bobby nods .Kenny snorts a laugh . Bobby shoots him a cross look .The President stops . Bobby and Kenny stop , too .Bobby nods .The President nods his approval . Looks at Kenny .

Kenny moves hard and fast through the twisting warren of hallways and tiny offices which is the West Wing . Suddenly , Scotty Reston pops out of a doorway behind Kenny .Kenny glances over his shoulder at Scotty who points to a window . A beat , then Kenny returns to look out the window . Outside , the West Wing Drive is FILLED WITH LIMOUSINES . A flash of dismay , but Kenny covers fast .Scotty chuckles . Kenny moves off , leading him away . Kenny 's assistant runs up behind him , holding out a slip of paper .Kenny tries to look him away .Kenny turns , harshThe Assistant eyes Scotty , holds his tongue . Kenny takes the slips .That shuts Kenny up . Reston eyes the slip , then looks to Kenny 's face . And he knows something is n't right here .

A car jolts to a stop . The CAMERA PANS up over the sagging suspension , the government plates , the hood ornament revealing half of EXCOM inside . Kenny stands nearby waiting for them . The doors open , and out they pile like a bunch of clowns : Bobby , McNamara , Rusk , Ball , Martin , Dioptric , Sorensen , Stevenson , and Nitze . They 're sitting in each others ' laps , banging their heads on the roof , joking , but tense .The gang falls in behind Kenny , trails him out of the garage .

A steel door unlocks , swings open , and Kenny marches at the head of the wedge of men into a long tunnel . It 's the infamous old passage from the Treasury to the White House . Kenny and Bobby get a little ahead of the others .Kenny looks at him . Then there 's only one alternative . The CAMERA wipes through the ceiling to :

GROUND LEVEL . Where the brilliantly - lit flag flutters over the spotlit White House : their destination .

GENERAL WALTER ` CAM ' SWEENEY , head of Tactical Air Command , stands at the head of the table with a presentation board . The men of EXCOM gather around Sweeney in their rumpled shirts , nursing coffee and cigarettes .

We have 850 planes assembling at Homestead, Eglin, Opa Locka, MacDill, Patrick, Pensacola and Key West.

Due to the tropical foliage, the OPLAN calls for high - explosive and napalm loadouts for our ground attack sorties.

An F - 100 Super Sabre stands under lights on a taxiway . The CAMERA DESCENDS FROM ITS OVERHEAD SHOT , discovering the aircraft 's sleek cockpit , menacing tiger - jaw paint job , the four 20mm cannons on its nose .The FLIGHT LINE where a full strike wing stands beyond this plane , pylons laden with weapons , GROUND CREW servicing them .

Other EXCOM members draw near the board , its order of battle , strike maps . They 're grim , but fascinated . Empowering . Intoxicating . Sexy . Kenny sees it in the faces , even the President 's . Adlai does too , is upset .Kenny looks at Adlai . The others around the room , embarrassed , do n't respond . The group has moved on and Stevenson has n't .Kenny looks around the room at the men , the murmurs of general agreement , senses the consensus building and is agitated .The President leans back in his chair , turns to the man at the far end of the table : DEAN ACHESON , 60s , former Secretary of State . He sits silent , like some revered oracle , the architect of the American Cold War strategy of containment .Acheson arches an eyebrow , and when he speaks , his voice resonates throughout the room , powerful , smooth , hypnotic .Everyone in the room listens to him with rapt attention , his presence overshadowing the room , oracular :Kenny stares at the old man . Acheson 's gaze finds his through the cigarette smoke . Acheson 's eyes travel to the President .Taylor nods , vindicated . The others murmur their approval . Bobby , at the table in front of Kenny and to his left , trades a dire look with Kenny . This is happening too fast . Bobby holds his head , looks about at the others , deeply distressed . The President sinks back in his chair , staring at Acheson .Kenny eyes Bobby . Bobby is writing something .Bobby looks over his shoulder at Kenny , and REACHES BACK to him with a folded NOTE . Kenny takes it , opens it . It reads NOW I KNOW WHO TOJO FELT PLANNING PEARL HARBOR .Kenny gives Bobby a curt nod . Bobby tilts his head at the President : pass the note on to him . Kenny rises , slips the note in front of the President . The President unfolds the note , and we HOLD ON IT and his reaction as in the b.g. , out of focus , Taylor speaks :Bundy clears his throat . Speaks from somewhere down the table .The President folds the note away , glances at Bobby . A beat , the President looks from Bobby to Acheson .Acheson sits back in his chair , smooths his moustache . A dramatic beat , and then his ominous pronouncement rings out :A chill runs down Kenny 's spine . He looks in shock to the President . The President remains calm . But in place of the fated look the President has had , there 's a hesitation .

I still think there are diplomatic approaches we have n't considered yet.

Mr. President, you have rightly dismissed the diplomatic option. The Soviet will only tie you down in negotiation, and leave us short of our goal, the removal of the missiles. Negotiating will do nothing more than give them time to make the missiles operational, complicating the necessary military task we have at hand.

For the last fifteen years, I have fought here at this table along side your predecessors in the struggle against the Soviet. Gentlemen, I do not wish to seem melodramatic, but I do wish to impress upon you one observation with all conceivable sincerity. A lesson I have learned with bitter tears and great sacrifice.

The Soviet understands only one language : action. It respects only one word : force.

I concur with General Taylor. I recommend, sir, air strikes followed by invasion, perhaps preceded by an ultimatum to dismantle the missiles if military necessity permits.

Your first step, sir, will be to demand that the Soviet withdraw the missiles within 12 to 24 hours. They will refuse. When they do, you will order the strikes, followed by the invasion. They will resist, but will be overrun. They will retaliate against a target somewhere else in the world, most likely Berlin. We will honor our treaty commitments and resist them there, defeating them per our plans.

Hopefully cooler heads will prevail before we reach the next step.

There is a third option. With either course we undertake the risk of nuclear war. It seems to me maybe one of us in here should be a coward.

So I guess I'll be. Our third choice is to cut a deal. We trade Guantanamo and our missiles in Turkey, get them to pull their missiles out. We employ a back channel, attribute the idea to U Thant. U Thant then raises it at the U.N.

Just ca n't get away from you guys. Escaping for a night on the town, eh?

Got ta keep up appearances. Of course, I do n't care anymore. I'm a political dead man. You ever seen a man cut his own throat like I did today?

I came to tell you, just talked to a friend. Reston and Frankel have the story. It's going to run tomorrow.

I hear you. I'm glad it's you calling. I thought it would be Bobby. If they're still sticking to their stonewall strategy, I'll get'em.

Well, let me say something to you, Mr. Ambassador, we do have the evidence. We have it, and it is clear and incontrovertible.

And let me say something else. Those weapons must be taken out of Cuba. You, the Soviet Union, have created this new danger, not the United States.

Mr. Zorin, I remind you that the other day you did not deny the existence of these weapons. But today, again, if I heard you correctly, you now say they do not exist.

All right, sir. Let me ask you one simple question. Do you, Ambassador Zorin, deny that the U.S.S.R. has placed and is placing medium and intermediate range missiles and sites in Cuba? Yes or no - do n't wait for the translation - yes or no?

You are in the courtroom of world opinion right now, and you can answer yes or no. You have denied they exist, and I want to know if I have understood you correctly.

And I'm prepared to present the evidence in this room, proving that the Soviet Union has lied to the world.

Well then, ladies and gentlemen, since it appears we might be here for a while, shall we have a look at what the Soviets are doing in Cuba?

Remember that the Kennedys' father was one of the architects of Munich. The General is right. There is only one responsible choice here.

Let's pray appeasement does n't run in families. I fear weakness does.

Bobby, that's naive. This is the real world, you know that better than anybody. Your argument is ridiculous.

Acheson strides down the hall , Taylor , Sweeney , Carter and Bundy swept along behind him . Bundy is on the defensive , the others grim .Bundy just nods . Taylor grabs a door ahead for Acheson .And the men head into a stairwell going down .

Grimacing in pain . He opens a pill bottle , takes two pills out . He takes a whiskey in a shot glass from Kenny . RESUME Kenny finishes pouring him and Bobby a couple of more shots , discreetly turning a blind eye to the President 's pain . The President returns from his desk , shirt untucked , disheveled , back stiff . He eases into his rocking chair . Bobby lies sprawled on the couch . Kenny sits down . They all look at each other . A beat , something like shock .They burst out laughing . An absurd , tension draining moment . They shoot their drinks , Kenny refills .The President stares Kenny in the face , understanding .Kenny considers the President , his face straight as he says :The President sees what Kenny 's saying : it 'd be an emotional response , not necessarily the intelligent one .Bobby picks up some reconnaissance photos on the coffee table .The President is rendered mute by a wave of pain . Kenny and Bobby aver their eyes . When it passes , the President is hushed , grave .Kenny nods , moved . The President reaches out for the reconnaissance photos Bobby 's flipping through . Bobby hands them to him . The President looks them over . And when he speaks , there 's humility . And resolve .

SUPER : WEDNESDAY , OCTOBER 17TH . DAY 2 A LONG SHOT of an ENORMOUS CROWD thronging a bunting - trimmed platform . The President , barely recognizable at the distance , and a cluster of political VIPS wave from it , smiling . Kenny steps INTO FRAME , back here at the fringes of the crowd .The crowd goes nuts . Kenny paces , checks his watch , impatient to be done with the necessary diversion . Kenny gazes off to his right and spots Scotty Reston , along with half the White House press corps suckered along . Scotty catches Kenny 's look . Kenny turns away , but Scotty comes weaving over . The President continues on , but all we hear is Scotty and Kenny .But Kenny stands there , mute . Reston just shakes his head , knowing for sure something 's up . He turns and heads back for the press corps .

Kenny and the President climb the stairs to the Presidential plane , the crowd cheering him . He gives a final wave .

EXCOM meets in George Ball 's small conference room at the State Department . Bobby , in shirtsleeves , paces at the head of the table , very , very alone . All eyes are on him .McNamara squirms . The others react in frustration . CIA chief JOHN MCCONE , sharp , tough , conservative , is harsh .And there 's nothing Bobby can say to that . He props himself up on the table , stares at it as if there 's an answer in its shiny surface somewhere . There is only the reflection of his own face .McCone , Acheson , and Taylor share a look . The last resistance to airstrikes is crumbling . Finally , Bobby looks up at McNamara .McNamara suffers under the gaze of everyone at the table , weighing the situation out . And finally he ventures .SUPER : THURSDAY , OCTOBER 18TH . DAY 3

Sometimes there is only one right choice, and you thank God when it's clear.

You were n't so ethically particular when we were talking about options for removing Castro over at CIA.

Mr. President, there are still those of us who believe we should proceed with the strikes. With the blockade, we lose strategic surprise and we run the risk of a first strike if the Soviets decide they have to use the missiles or lose them.

The pictures will be used to firm up our estimates of the missiles' readiness and develop target packages for strikes should you order them.

Even if they force it up, that sub will be inspected over the crews' dead bodies. They'd be executed for allowing it when they got home.

Sir, we have the tally from NSA. We have twenty ships stopping and or turning around. Six, however, appear to be continuing for the line. Including the Gagarin and Kimovsk.

If we do, it erodes the credibility of the quarantine. He'll just send more through tomorrow.

Why else would they approach us in this way? It's deniable. The Soviets have done nothing but lie to us. This could be more of the same.

So we do n't have much time to play out back - channel communiques.

Our early analysis says this was probably written by Khruschev himself. It's a first draft, and shows no signs of being polished by the foreign ministry. In fact, it probably has n't been approved by the Politburo. They would n't have let the emotionalism go by. The analysts say it was written by someone under considerable stress.

My specialists are in agreement : this morning's letter is not Khruschev. Last night's letter was.

The evidence supports only one conclusion : there has been a coup, and Khruschev was replaced overnight.

Mr. President, taken with the events of the past few hours, I believe this confirms our worst fears. We're now dealing with a hard - line Soviet government, perhaps with Khruschev as a puppet head, perhaps not.

- because it's wishful thinking! It's the same wishful thinking that blinded us all these months while the Soviets were sneaking those missiles in under our noses!

We've ordered crash reassessment of our major geopolitical hotspots. We've got a lot of new clout, and we can run the table on the Soviets. Middle East, Southeast Asia.

Kenny enters the office from his side door in the middle of a debate . Military uniforms dominate the room : General Taylor , General Sweeney , and a host of briefing officers .The President stares out the window at the Rose Garden , his back to Air Force Chief of Staff GENERAL CURTIS LEMAY , 60 . Beetle - browed , arrogant , the archetypal Cold War general . Yet there is something about him , his intelligence perhaps , that suggests he 's playing a role he knows and believes in . The only other civilians in the room are Bobby , Bundy and McNamara . The pressure from the military is almost physical .The President continues staring out the window . Kenny eases over to the desk , leans on it , arms folded , interposing himself between the President and the soldiers . Bobby joins him , side - by - side .That makes the President turn around , stare at LeMay .Taylor steps in softly , smoothly : good cop to LeMay 's bad .He spares a look at McNamara , who watches the fireworks , arms folded , serious .The President , partially defused , looks from Taylor to McNamara . LeMay steps forward , softer now , sincere .Bundy is uncomfortable . Everyone turns to him . He nods . Kenny realizes he 's been co - opted by the military . McNamara does too , lets out a deep breath . The President eyes Bundy , then paces out from behind his desk , walks up to LeMay .Kenny , Bobby and the President look at each other , unable to believe what they just heard .His pronouncement hangs there in the air : ominous , dangerous .

Mr. President, as of this moment my planes are ready to carry out the air strikes. All you have to do is give me the word, sir, and my boys will get those Red bastards.

But you can begin the strikes, now. The plans call for an eight - day air campaign. It'd light a fire under the army's ass to get in place.

Mr. President, I believe it is the only course of action. American is in danger. Those missiles are a threat to our bomber bases and the safety of our nuclear deterrent. Without our deterrent, there's nothing to keep the enemy from choosing general nuclear war. It's our duty, our responsibility to the American people to take out those missiles and return stability to the strategic situation. The Big Red Dog is digging in our back yard, and we're justified in shooting him.

Mr. President, the motto I chose for SAC is ` Peace is our Profession.' God forbid we find ourselves in a nuclear exchange. But if launched, those missiles in Cuba would kill a lot of Americans. That's why I'm being such a pain in the ass about destroying them. Destroying them immediately. Hell, even Mac agrees.

Nothing. Because the only alternative open to them is one they ca n't choose.

Those goddamn Kennedys are going to destroy this country if we do n't do something about this.

Son, I want to know just one thing. Those bastards shoot so much as a BB gun at you?

FROGS, we call'em. Short range tactical nukes. It's possible they've delegated release authority to their local commanders for use against our invasion troops. It'd be standard doctrine.

Our capability to get all the missiles has eroded during our delay with the quarantine. The good news is that for the moment we know where the FROGS are, and we can target them, too. But the longer we wait, the hard it's going to get.

I think that's a good idea, Mr. President. It'll be safer for my boys to get those SAMs on Monday when we get the rest of the bastards. I can wait a day and a half.

LeMay walk out of the Oval Office with Taylor , Carter and their staffers .There are dark looks on the faces of the other officers . They agree .

As the meeting next door disperses , the President rummages through Kenny 's jacket which hangs on Kenny 's chair . Kenny , bemused , holds out the package of cigarettes the President is looking for .The President glances up , takes the proffered smokes .Bobby , Rusk and Sorensen enter from the hall .

Kenny comes out of the bathroom , and is buttonholed by the crewcut , bullet - headed Press Secretary , PIERRE SALINGER , in the crowded , busy hallway .Kenny wheels back into his office . It 's filled with people . But he bends confidentially to Pierre 's ear .

Kenny, I'm getting funny questions from the guys in the press office. As Press Secretary, I need to know. What's going on?

Kenny, all right. What's going on here? There's rumors going around an exercise in the southeast is related to Cuba. I'm the Press Secretary. I ca n't do my job if I do n't know what's going on. So what's going on?

The President has a cold. He is cancelling the remainder of this trip and is returning to Washington on the advice of his doctor.

The Press Corps throngs Kenny 's tiny office , pushing and shoving for a vantage at the side door to the Oval Office , waiting for the Gromyko photo - op . Kenny stands shoulder - to shoulder with Reston and Sorensen near the door .Kenny does n't even blink , but Sorensen does a poorer job at hiding his reaction .Fortunately , the conversation is cut short as a dozen FLASHBULBS suddenly go off on a dozen cameras as the reporters crush in on the Oval Office , and Reston is swept forward . KENNY 'S POV : over the reporters . The President , unsmiling , enters the room beside Soviet Foreign Minister , ANDREI GROMYKO . Gromyko pauses for the photos : grim , dark haired , saturnine . RESUME Kenny reacts . At last , the face of the enemy .

The CAMERA picks up the darkened windows : the meeting has gone long . The CAMERA MOVES PAST Kenny and Sorensen standing in the doorway to Kenny 's office , FINDS the President in his chair across from Gromyko on the sofa . Rusk , Ambassador ANATOLY DOBRINYN , and two INTERPRETERS around them .The President stares at Gromyko as the translator finishes translating . Gromyko sits there , enigmatic , cold , unreadable . The translator finishes , and Gromyko stops him with a gesture so he can answer in his own accented English .The President hides his fury masterfully , and gazing over his glasses , asks :A beat . And Gromyko 's response is flat , sure , steady :Kenny 's blazing eyes could drill holes in the back of Gromyko 's head . His gaze swings to the PRESIDENT 'S DESK . BENEATH THE DESK sit the BRIEFING BOARDS with the evidence .

Mr. President, this will never be done. You need not be concerned.

Kenny emerges from his office . The Soviet delegation disappears down the hallway with Rusk . Kenny turns as Bobby , haggard , comes up from the other direction . Bobby gestures to the vanishing delegation , now being HARANGUED OC by the press .The President comes out of the next door down the hall , the Oval Office . He turns and sees Kenny and Bobby . He 's livid .The prospect disturbs the three men .The President spins on him , unsure he heard correctly .The President pauses , looks at Bobby . Bobby shakes his head : do n't look at me .

SUPER : FRIDAY , OCTOBER 19TH . DAY 4 THEN SUPER : CHICAGO Kenny threads his way through the host of SECRET SERVICE AGENTS and ADVANCE MAN cramming the hallway on the floor of the hotel they 've taken over . From one of the rooms emerges Salinger .Kenny stares at him , and the light dawns on Pierre . Something big is going on and he 's been cut out of it . He stalks off .

A big 100 - dollar - a - plate dinner is in full swing to a dinner band 's tunes . The President and Chicago MAYOR RICHARD DALY make the rounds among the fund raising CROWD . Kenny follows them at a respectful distance , greeting old cronies . Suddenly a MESSENGER hustles over to Kenny , hands him a note . Kenny makes eye contact with the President , nods and leaves .

Kenny waits at the elevator . Scotty saunters up behind him . He sizes Kenny up , clears his throat . Kenny turns around .Kenny freezes , then explodes .Reston is taken aback . Stung silence for a beat . Kenny 's response is far louder than any `` yes . '' Now Kenny realizes it .And Kenny looks away , upset , but when he turns back to Reston , all that 's there is his poker face . The elevator arrives .Kenny boards the elevator . The doors shut on Scotty .

Kenny closes his eyes , sags against the wall , hating himself .

Kenny enters his hotel room . An Assistant waits with the phone , hands it straight to Kenny .

SUPER : SATURDAY , OCTOBER 20TH . DAY 5 The President emerges from the hotel , a HAT on his head . The Press and a CROWD surge forward , crying out for the President 's attention . Kenny slides into the limo first as the President waves to the crowd . Salinger waits on the sidewalk , and after the limo pulls away , the Press pushes in on him . Pierre 's face is pale - he 's just been told everything .

The White House Oval ROOM : opulent , filled with priceless art and furniture , but cramped . EXCOM members crowd around the center coffee table and the President . Kenny stands behind him with Bobby . Rusk rises from his seat , formal .At long last . Kenny looks at Bobby , relieved . They 've bought time to find a settlement . Bobby smiles a small smile : what were you so worried about ?McNamara folder in hand , opens it , SMASH CUTTING US TO :

A SOVIET FREIGHTER churning its way south .The CAMERA races along its side , discovering TARPULINED OBJECTS on deck , and on its stack , the RED HAMMER AND SICKLE .The Destroyer U.S.S. JOHN R. PIERCE putting out to sea , SAILORS racing over its deck , through hatches to its 5 - inch gun turrets . The ship races by , AMERICAN FLAG streaming from its stern distaff , FILLING THE SCREEN , WIPING TO :

The President . He listens , looks over the briefing papers as McNamara continues . Everyone watches the President .The President gazes from one expectant face to another . But he himself remains unreadable .Adlai clears his throat . Everyone looks over at him . He stares down at his clasped hands for a beat . He 's anguished about what he 's going to say .He smiles weakly , but gets no response from anyone .Adlai looks for support around the room , but meets only stony gazes . From McCone and General Taylor , contempt . Dead silence for a long , long beat . Kenny 's heart goes out to Stevenson as he watches the man commit political suicide . Even Sorensen , standing behind him , unconsciously moves away . At last the President speaks .

Kenny , Bobby , and the President lean on the railing of the Truman Balcony , stare out at the city .He stares out at the Ellipse where a little - league football game sweeps across the grass , the shouts and screams of the CHILDREN , so alive , floating to them on the wind .

A crowded D.C. party spills out of Jim Rowe 's house onto his patio . Kenny steps INTO FRAME . He looks at the PARTYGOERS , the Washington social set . He stands out , oppressed by the knowledge he 's unable to share . He takes a stiff drink . Suddenly out of the house totters Adlai , highball in hand . Glassy - eyed , he grins at Kenny and joins him .Kenny shrugs . Adlai takes a long drink , closes his eyes .Kenny has no answer to that . He looks down , pained for Adlai .

New York Times publisher ORVILLE DRYFOOS sits at his kitchen table in his underwear , still half - asleep , phone to his ear .

Yes, sir, I understand. But we held on Bay of Pigs and it was the biggest mistake of my life. What makes this any different?

All right. But I need a reason to give my boys. They're going to be screaming for my head on a plate.

The President , on the phone , stops pacing by his bedside table and exhales .

SUPER : SUNDAY , OCTOBER 21ST . DAY 6 AVE MARIA soars over the communion meditation at a crowded Sunday mass . Kenny , in a pew , glances off to his left . The President sits nearby , head bowed . But Kenny knows he 's not thinking about the mass . And when the President at last lifts his head , Kenny sees the calm poise . The President has made up his mind .

Bobby barges into Kenny 's office . Kenny , knowing his unique entry , does n't bother to look up .Kenny finally looks up . Bobby 's grim . And an icicle forms in Kenny 's gut as Bobby relays .

Kenny , Bobby , McNamara , Rusk , Bundy and half of EXCOM stand to the side of the room . General Sweeney and LeMay stand in front of the President 's desk . The President , bowed in the window , is care - worn , a thousand years old . The shadow , the composition of the SHOT tells us all . It 's down to what 's in the heart of one man . Kenny is deeply moved at his friend 's Gethsemane .Sweeney glances at LeMay . LeMay 's stern , frozen look wills him to say , very simply , `` yes . '' But then the President turns around , looks Sweeney in the eye . It would make Machiavelli himself tell the truth .The President holds Sweeney in his gaze . Thank you .The President does n't respond to LeMay 's last - ditch appeal . Ninety - percent is n't good enough with nuclear weapons . He moves to his desk , signs a paper , hands it to General Sweeney .

SUPER : MONDAY , OCTOBER 22ND . DAY 7 A DEAFENING WHINE . And INTO FRAME yawns the enormous spinning mouth of a B - 52 bomber jet engine . It closes on us , sucking us in like a maelstrom , but at the last second the CAMERA SLIPSTREAMS OVER IT - - carrying us over the aircraft 's wing . The CAMERA pivots and the vast war machine crawls away underneath joining - - a long LINE of identical behemoths , in single file inching down a taxi way which vanishes into the distance . As the plane 's immense vertical tail WIPES OUR VIEW :

The CAMERA races toward a spotlighted concrete emplacement , over the immense BLAST DOOR which is sliding open , and DOWN -

- into the depths of a missile silo . The CAMERA speeds down the side of the Titan missile , through CLOUDS of steaming liquid hydrogen , past FUELING HOSES which clamp one by one to the rocket 's side , past GANTRY ARMS pulling away . The CAMERA hurtles all the way to the bottom , SMASHING THROUGH THE FLOOR

The dark ocean , whitecaps whipping luminous around the aircraft carrier , U.S.S. ESSEX and her escorts . Running lights flash red and green . The carrier 's SIREN begins a lonely , eerie WOOP WOOP WOOP WOOP like some immense creature which has lost its mind . The ship FILLS THE SCREEN , CUTTING US INTO :

The doors to the Cabinet room . A beat . Then they SWING WIDE . The President emerges , livid fury on his face , leaving chaos behind : the Congressional briefing . Kenny comes out a beat later , catches up with him .The President exhales , getting control .

Kenny stands there in the doorway , arms folded . As we PULL AWAY FROM HIM , we REVEAL the three NETWORK T.V. CAMERAS staring straight at us . Their red lights go on as one , and we swing around REVERSING TO : The President at his desk : telegenic , powerful .

The first B - 52 trundles to a stop at the end of the runway . It begins to throttle - up , the ROAR of its engine mounting .- AND DROWNING OUT the President 's speech as the plane lurches forward , down the runway into the night .

The Titan solo door GRINDS OPEN . And the missile inside begins to rise into the white bath of the crossed spotlights .

The President 's words conjure the ESSEX battlegroup , its destroyers plunging through heavy seas , lit up in the night .

A beat . And the President looks up from his notes .The chilling words hang there in the air . BLEEDING IN : the rising and falling WOOP WOOP WOOP WOOP which becomes -

- the voice of the Essex battlegroup : sparkling , alive , a constellation of lights scattered across the sea . One by one the escort ships answer the carrier 's SIREN with their own wailing cries , an alien chorus among the ships , disappearing and reappearing in the swells . The communication crescendos to its fever pitch - - and then the battlegroup goes to blackout . Like a dying universe , the answering sirens cut off , the life - lights wink out , and an appalling darkness falls across the sea . FADE OUT BLACKNESS , LIKE BEFORE A CURTAIN RISES . And then a flickering : a FLUORESCENT LIGHT COMES ON .

SUPER : TUESDAY , OCTOBER 23RD . DAY 8 Kenny , stripped to the waist , Sorensen and Bundy shave in nearby sinks . Bobby barges in .

Specks of shaving cream still on his face , Kenny paces , reads the inky carbon as Bobby , Bundy and Sorensen read copies .Kenny looks up . The President enters from the Oval Office .

Kenny , arms folded , stands behind the President , the rest of EXCOM is looking at him .ADMIRAL GEORGE ANDERSON , 50s , dapper , the Chief of Naval Operations , nods from the far end of the table .Anderson signals A BRIEFING OFFICER who hits the lights and an overhead projector which SMASH CUTS TO :

Which is exactly what they appear to be preparing to do, Mr. President. We're tracking 26 ships inbound to Cuba. There's no sign they're changing course. The closest ships, the Gagarin and the Kimovsk, will make the quarantine line by this time tomorrow.

Russian - speakers have been transferred to all of our ships. Once the quarantine takes effect in the morning, our ships will attempt to make radio contact with the approaching vessels. They will be ordered to reduce speed and prepare for inspection.

An inspection party will then board and search the ship. If weapons are found, the ship will be ordered to leave the quarantine area or be towed into port upon refusal.

Then we fire at its rudder, disable it, and carry out the inspection.

We've been hailing the Groznyy for the last hour, Mr. Secretary. The Groznyy refuses to stop.

Carrying out our mission, Mr. Secretary. If you do n't mind, we're very busy right now. We need to be able to do our jobs.

We're going to follow the Rules of Engagement. The Rules of Engagement which the President has approved and signed in his order of October 23rd.

That ship was firing starshells. Starshells. Flares, Mr. Secretary.

Goddammitt, I've got a job to do. You've been camped out up there since Monday night. You're exhausted and you're making mistakes. Interfere with me, you will get some of killed. I will not allow that.

Get out of our way, Mr. Secretary. The navy has been running blockades since the days of John Paul Jones.

With all due respect, Mr. Secretary, we were not firing on the ship. Firing on a ship means attacking the ship. We were not attacking the ship. We were firing over it.

The bridge of the U.S.S. John Pierce , a Gearing class destroyer . A RADIO OPERATOR addresses a mike in Russian .

A ship 's boat full of Marines lowers away , hits the water , engine spraying as it launches forward - in dress rehearsal .

All eyes are on Admiral Anderson 's overhead projections . Bobby , restless , gets up , begins pacing .Bobby stops , stares directly at the Admiral .Kenny looks at the President who remains unmoved , unreadable .The President glances at McNamara .He pushes Ecker 's personnel file across the table , and as the President opens it , on ECKER 'S PHOTO , we SMASH CUT TO :

The man himself , COMMANDER BILL ECKER , 30s , playing cards , smoking cigars with his wingman , LIEUTENANT BRUCE WILHEMY and the PILOTS of VFP - 62 , the ` Fightin ' Photo . ' They lounge , tinker with equipment . Their ready room is filled with pin ups , movie posters , and all things photographic .The other pilots heckle him , but are muted by Taylor .

75 millimeter, I'm listening. On the big screen there's nothing like it.

Orson Welles is a hack. Now you want to talk about a director, you talk about David Lean.

Bullshit, Bruce, nobody but Lean is making decent movies these days.

VFP - 62, Fightin' Photo, here. But what we really want to do is direct.

I think I understand. What about my men? If it comes up hot and heavy, and we do n't have anyone to protect us. I'm going to be writing letters to parents. I hate writing letters to parents.

Okay, time to play Spin the Bottle with our bearded buddy. Nobody gets out ahead. Remember, just sitting here we're only ten minutes from target.

- damn sparrows. Must've been migrating. Guess I hit a couple hundred.

Those are bird strikes. Sparrows to be precise. Got a problem with that?

Mr. O'Donnell, I've been ordered to deliver the film to the Pentagon personally. What's going on?

Yeah. It sucks. Ai n't for high performance babies like ours. Shoulda brought some from home, but what can you do? Last - second deployments.

EXCOM listens in sober silence .Kenny catches the President 's eye . Kenny glances at the door . Step outside , I need to talk to you .

The President and Kenny stand in front of the President 's desk . All the doors are shut . Weak sunlight filters into the hushed room as if to a confessional .Kenny 's right , and the President looks away in frustration .Thep President stares intently at Kenny . Kenny glances at the door , his voice hushed . He hesitates .The President understands . He shakes his head , paces away .The President turns away , considers . Then turns back .Jesus Christ . Kenny is daunted . For a beat he just stares .

Kenny and the President head for the Cabinet Room . Rusk comes out before they get there .The President moves for the Cabinet Room .Kenny slaps the dismayed Rusk on the back , heads off down a hall away from the Cabinet Room .

Kenny opens the door to the White House switchboard room . A half - dozen OPERATORS work their lines , making connections on the old - fashioned switchboard . Unnoticed , he sizes them up , their skill . They 're all courteous , pretty , professional . The CAMERA PANS down the line . and stops on a middle - aged matron at the end - the sternest , most scary of them all . Her name is MARGARET .Her voice is so severe , so smoker - gravelled , it makes the blood run cold . This is the woman Kenny 's looking for .

Ecker , Wilhemy and their Pilots are in angry debate .Nearby , a YOUNG PILOT tinkers with a $ 300,000 spy camera .Suddenly , the door opens and a pale DUTY SERGEANT enters .

Ecker enters , marches over to the phone . All the SOLDIERS in the room stare at him . Ecker wiggles his cigar to a corner of his mouth , picks up , styling .

Kenny , sitting on his desk , taps his fingers , looks at the phone . He 's kept Ecker on hold long enough - and picks up .

Ecker exhales . It 's not the President , but Ecker is so shaken up it might as well be .Did he hear right ?

Ecker does n't want to be avenged with atomic weapons . No sane person would .Ecker down , deeply affected . Suddenly , A BELL RINGS . A TELETYPE goes off . Ecker knows it 's for him . His orders .END INTERCUT . As Ecker hangs up , the Duty Officer rips off the ORDERS , hands them to Ecker , who takes one look , then gazes out the window at the runway -

A CART speeds down the flight line past the waiting F8U - 1P Corsairs . One by one , the four pilots accompanying Ecker and Wilhemy jump off to mount their planes . The cart still moving .Wilhemy jumps off , then they 're at Ecker 's plane , and he jumps off . Too late to worry about bad fuel now . He hoists himself up and into the cockpit of the sleek navy jet .

As the canopy closes , Ecker powers up the engines , talks to his flight over the Guard channel .

The Crusaders swing around in pairs at one end of the runway , and then the first two throttle - up , flaps down , and drop their brakes . The machines LUNGE forward like duelling drag racers . The FILL THE SCREEN , blow past .

The six Crusaders , in pairs , streak over the buildings and streets of Key West . And in a heartbeat , cross the beach and are out to sea . And already on the horizon , the low clouds and dark line of land . Cuba . Ninety miles away .

The ocean shrieks past so close you can see the white foam . Ecker checks the altimeter : 150 FEET . A small fishing boat looms ahead , its net booms reaching up like tree limbs . The Crusader rockets over it . Ecker checks his instruments . OUT THE WINDOW , the other Crusaders thunder over the water , past sailboats , cabin cruisers , the small - craft traffic outside Key West . The speed sucks the breath away .His airspeed indicator spins up to 400 knots . And then his radio suddenly crackles :Two of the Crusaders pull up , away from the water .

The two planes with bad fuel pull wingovers to their left , head for the airfield in the distance . The four remaining planes streak over the ocean . There are no more small craft this far out in the strait .

Cuba , green and hazy , looms in the window . Ecker throws a series of switches .A mechanical WHINE accompanies the switch - throwing . Ecker pulls the trigger on his joystick and a THUMP THUMP THUMP hammers away . There are green lights across his boards . One of the other pilots cuts in on the radio :Ecker grimaces , but his voice stays cool .The two Crusaders who 've failed their camera checks break off . And now Cuba 's hills , the Havana sky line are right in front of them .

Jesus! Shit! Oh shit! I just shot it all, boss. Activator jammed open, its exposing everything now.

The last two Crusaders streak over the surf , a white wake of spray in their jetwash , and cross the beach with a boom .

The planes dip and rise with the green tropical contours , taking us on a sickening roller - coaster ride over Cuban countryside at treetop level . Palm forest , roads , can fields , more palm forest race by . And then , ahead , a large clearing .

Cuban ANTI - AIRCRAFT GUNNERS shout as they traverse their 40mm guns in their sandbagged emplacement . The low rippling thunder of the incoming jets becomes an earsplitting ROAR . and the Crusaders blast out over the clearing . The anti aircraft guns open up .

Tracers and flack pepper the air in front of Ecker 's Crusader . METAL PINGS , TINKS , RATTLES off the fuselage . Anti - aircraft and small arms fire comes up from all over , hitting the planes multiple times . He surveys the shapes in the target zone dead ahead .And sees the long , canvas - covered objects on the ground . The missiles . They draw closer .A steel fragment CRACKS his window , obscuring our view .And he thumbs the CAMERA SWITCH . All twelve B - system cameras begin banging away like cannons .

TRACERS lace the air between the two planes as they blast over the missile site . Over trailers . Over tents . Over trucks . Over trenches . Over bulldozers . And then they 're out over forest again . It 's all over in seconds . The triple - A stops . In unison , the two planes bank right , heading for the distant blue , blue sea .

Kenny paces by the phone . It rings . He picks up , listens , reacts . Relief . And we know the planes have made it back .

Ecker jumps down from the cockpit ladder and turns an eye to his battered , pock - marked plane . Wilhemy and the GROUND CREW CHIEF come running up , the Chief letting out a whistle .Wilhemy stands there , looking at Ecker , not sure what to make of him . The Crew Chief just starts laughing as more impressed GROUND CREW come up .Ecker , sweat - plastered and foul , steps into the Chief 's face .The Chief stands there , glances at the plane one more time , and shakes his head , ` No . ' Ecker takes the Chief 's maintenance clipboard from him , writes in big bold marker : BIRD STRIKES . He thrusts it back into the Chief 's hands and walks off ; the astonished Wilhemy remains behind .

In Kenny 's credenza , a small black and white T.V. plays . WALTER CRONKITE narrates on the television as a train laden with TANKS on flatbeds pulls out of a station .A PHONE RINGS . Kenny turns from the T.V. , turns down Walter Cronkite , as he answers .

Massive military preparations are underway throughout the southeast in what Pentagon officials are confirming is the largest mobilization since Korea. The railways have been nationalized to assist in the deployment, here transporting elements of the U.S. 1st Armored Division from Ft. Hood, Texas.

- well, it appears the world has just received a reprieve. Defense Secretary Robert McNamara has announced that the quarantine zone has been moved from 800 to 500 miles.

At 7:29 this morning, the U.S.S. Joseph Kennedy stopped and boarded the Soviet charter vessel Marcula.

After a 3 - hour inspection, the Kennedy signaled no contraband found. Cleared to continue. Pentagon spokesmen expect the next encounter.

George Ball stands at the back of a crowded room filled with applauding OAS DELEGATES . It 's for Rusk , at a podium up front .

Kenny opens his door , lets Rusk in . The President , Bobby and half of EXCOM look up . Rusk stands there somber .And then he breaks into a huge grin . Everyone cheers him .An Assistant enters behind Kenny . Kenny senses him , turns as the others move to shake hands with Rusk .

Kenny , grinning , ducks back into his office , closes the door after the Assistant leaves . He picks up the phone .

Ecker stands at a phone , stares out a window at a replacement plane being fueled . A Crusader , not his shot - up one .

SUPER : E - RING . Then SUPER : THE PENTAGON Ecker , still in his sweat - drenched flight suit approaches a security checkpoint . GUARDS secure his sidearm and user him through a doorway . A sign over it reads JCS .

The door swings open into the Joint Chiefs ' SOUND - PROOFED briefing room known as THE TANK . LeMay , Taylor and Anderson sit there around the table . Ecker salutes .LeMay rises , prowls over to Ecker .A long beat . Sweat runs off Ecker 's head . He can smell LeMay 's breath .

Kenny joins the President and General Taylor in the hallway as they head for the Oval Office .Slightly behind them , Kenny looks sidelong at Taylor .

FLASHBULBS go off all around the room as the President walks in , goes over to his desk . Reporters observe silently , T.V. cameras track him ; Kenny , Bobby and Sorensen watch as the President sits , takes a pen form his pocket .Kenny observes in silence as the President SIGNS the Proclamation of Interdiction .

The Oval Office has emptied out . Only Kenny , Bobby , Sorensen and the President remain . The President looks out the window , Sorensen sits in a chair in front of the desk . Bobby and Kenny sit on the edge of the desk .The President moves over to the GLOBE by his desk , spins it , stopping in on Europe .Can we ? The President 's fingers turn the globe . It stops on North America . Kenny and Bobby listen .The President sets the globe gently spinning and walks away .

Kenny rubs his eyes , listens to his phone and the WOMAN 'S VOICE at the other end . It 's his wife .A long silence on the other end of the line .And to that , there is no answer . A beat , and it 's all Kenny can promise :

Kenny hands Bobby and Bundy cups of coffee . The three men nurse them in the silence of the abandoned cafeteria .Bobby looks at his coffee , then up at Kenny . He gently shakes his head . It 's all a sham .

SUPER : WEDNESDAY , OCTOBER 24TH . DAY 9 . Kenny bolts upright from his couch . He rubs his face , sits on the edge in the dark for a beat . He 's not going back to sleep . He grabs his trousers .

Kenny makes his way through the dim , deserted halls . Somewhere in the distance a phone rings . He reaches a door .

Kenny , bundled in an overcoat , steps outside the North Entrance . The cool air invigorates him . He eyes the fence , Pennsylvania Avenue beyond it , seeming to isolate this world from the living city beyond . He starts for the main gate .

A WHITE HOUSE POLICE OFFICER jumps up as Kenny approaches .Kenny checks his watch .Kenny considers , shakes his head . He wants to go home , but .Kenny says it with a certain finality . The Police Officer nods , and Kenny wanders out through the gates , shouldering the weight of the world .

Kenny makes his way down a sidewalk not far from the White House . A 24 - hour drug store 's doors are open . He pauses . Inside , a knot of PEOPLE - late - night deliverymen , a cop , the store employees - talk in undertones at the counter . Behind it , a T.V. is signing off with the national anthem . Sober voices , sober looks . Kenny moves on .

A cluster of COLLEGE STUDENTS talk at a news stand . They 're waiting for the NEWSIE to cut the bands of the next day 's Washington Post , the bundles just being thrown to the sidewalk from the delivery truck . Kenny approaches . In their thing beards , counter - culture clothes , the kids seem so young , Kenny so old . Kenny buys a newspaper , its dire headlines , every story about the crisis .

Kenny , newspaper under his arm , continues down the street . Up ahead , the lights are on in a Catholic Church . Lines of CHURCHGOERS are at the door . Kenny stops , surprised at the sight this late . And then he sees the hand - painted banner : CONFESSIONS 24 HOURS . PRAY FOR PEACE . Kenny is moved . He glances over his shoulder , and then . joins the line himself .

Kenny 's WATCH reads one minute til ten o'clock . PULL BACK TO Kenny , standing just inside the open doors to the White House Situation Room , a state - of - the - art conference room . A long , central table surrounded by leather chairs with phones and screens built in . T.V. monitors hang from the ceilings in the corners . There are no windows , just oppressive bunker like walls . It 's far underground . Across the room the President paces , phone in hand . Half of EXCOM is in their seats . The other half , along with a steady stream of DUTY OFFICERS , are coming and going . Kenny steps aside for a Duty Officer , listens to the President .Suddenly , McNamara 's VOICE fills the room .

McNamara stands , phone in hand .THE CAMERA TRACKS AROUND HIM , REVEALING : A large , elaborate war room , like Mission Control . Big screens , plexiglass tracking boards , tiered banks of communications equipment . A massive LIGHT TABLE on the floor at the center of the room projects a map of the Caribbean and Atlantic . Arcing across it is a RED LINE : the blockade . The map is covered with cryptic military notations ; WATCH OFFICERS on a platform which swings out over it update the latest ship positions . McNamara 's in a booth overlooking the room . It 's open to the next tier below where Admiral Anderson is giving orders .

Kenny and Bobby move to the President 's end of the table , sit down across from each other in mirror - image fashion . EXCOM looks to the President . The second hand of the clock on the wall wheels past 12 . A hush falls over the room .

McNamara is mute for a beat . He turns to view the big room .He nods to Admiral Anderson , who calls an order down to a Watch Officer on the floor , and on screens all around the room , a sector of the map MAGNIFIES the unfolding encounter -

- between the destroyer , U.S.S. Pierce and the SOVIET FREIGHTERS Gagarin and Kimovsk . The Pierce 's bridge wings are crammed with helmeted OFFICERS and LOOKOUTS . They peer through binoculars at the distant ships , plowing ahead , straight for them . The CAPTAIN lowers his binoculars , determined .Everyone whirls to the bridge . The Captain steps forward .

Helm, shape heading for intercept, zero one zero. All ahead full -

I can bring it up, Mr. President. But whether it's damaged or not is up to the sub.

Submerged contact, designation Sierra one at 6000 yards bearing 030.

The President reacts . Kenny and Bobby react .Consternation . The President picks up the phone .All around the room frustration . Bobby shakes his head . Kenny sinks back in his chair . The President hesitates .

Admiral Anderson nods to a COMMUNICATIONS OFFICER . The man makes the connection on a switchboard . McNamara casts an eye to the map . The two red MARKERS labeled Gagarin and Kimovsk are joined by a third : the SUB . They are ALMOST TOUCHING the blockade line . On the other side , the single blue marker for the Pierce .

The Captain enters the bridge , takes the phone from the arm of his chair .

The President lowers the phone , looks to Bobby and Kenny .All eyes are on the President . His eyes are closed tight , face gray , hand over his mouth . The time of decision is at hand . He lifts the phone once again .McCone jumps up , leaves the room . The President looks at Kenny , tense . Everyone holds their breath .The HISS of static on the open line fills the room . Silence .

Lookouts peer across the water at the oncoming Soviet Freighter . Of the Soviet Bridge , where their LOOKOUTS are staring right back through their binoculars .

McNamara is grinning wildly at the chaos unfolding in the flag plot below . Phones are ringing everywhere . ON THE LIGHT TABLE The Watch Officers ' hands fly from one notation to the other , circling the Soviet ships , marking them DEAD IN THE WATER .

The room EXPLODES , victorious . Kenny and Bobby break into big grins , grab each other . Kenny pumps the President 's hand . Rusk and Bundy slap each other on the back .The ruckus goes on for a minute . McCone comes back in .His voice is lost in the celebration . McCone calls out :The hubub dies away .The elation goes out of the room . Kenny looks at the President . The President picks up the phone again .Bobby grips the edge of the table , immediately believing .The President looks to Bobby . He has no answer . Kenny 's mind races over the variables , and he leans forward , intense , suddenly understanding in a flash of insight :He glances around the room . All of EXCOM is looking at him . Bobby stares at Kenny , too shocked to feel betrayed .Bobby relaxes . Around the table there are nods .The President looks at Kenny .Bobby 's nodding , following the argument . Kenny looks around the room for support .

The President holds Kenny 's gaze , then lifts the phone .He hangs up , turns to Kenny .

Kenny , Bobby and the President make their way across the lawn , out of earshot of the building .Bobby likes getting under Kenny 's skin . Bobby aims a punch at his head which Kenny knocks away . The President changes gear , serious .It 's a simple suggestion . The President considers him a beat , and then McNamara emerges from the White House , heads for them . The three friends assume their more reserved , political faces as he comes up .Bobby and the President look at Kenny like he 's some kind of Svengali . Kenny just stands there , poker faced .

Kenny and McNamara enter the White House from the South Lawn . They stride down the hall , side by side .They turn a corner , silence for a beat .McNamara spares Kenny a short , nasty look .That gets an amused snort from McNamara , breaking the tension .Kenny stares him in the eye , serious , hushed . A friend .McNamara enters the elevator . He turns , stands there facing Kenny for a dramatic beat . Then the doors close .

WALTER CRONKITE , on the B&W T.V. screen , sits in front of a map showing Cuba and the blockade line .PULL BACK , REVEALING : Kenny watching the T.V. , is yelling at the phone .He hangs up , hears SHOUTING from the Oval Office . He goes to the door , enters -

- and sees the President leaning over his desk , jabbing his finger at General Taylor .Kenny realizes he 's not joking as he spots Bobby sitting on the couch behind Taylor , pale as a ghost . Taylor , embattled , wants to die , but stands there like a man .

CLOSE ON The nose cone of a TITAN MISSILE , its 20 megaton nuclear warhead wrapped in the steel re - entry shell . Cold , silent , fearsome .

Taylor continues on .The President punches his desk .But Taylor knows this very well . And the way he 's suffering , it 's clear he 's taking the heat for his underlings . From over on the couch Bobby chimes in :The President glances at Kenny who stands there , speechless .The General leaves . Kenny closes the door , wanders deeper into the office . He looks from the President to Bobby . There 's a long , long beat of shocked silence .Bobby is disgusted , but knows they 're right .The President collapses in his rocking chair . Kenny leans over the back of the sofa next to Bobby .Bobby looks at the President , meaningful . The President turns to Kenny .

SUPER : THURSDAY , OCTOBER 25TH . DAY 10 . The West Wing looms behind Kenny and Bundy . Kenny , poker faced , takes a drag on his cigarette . Bundy nervously flicks his , looks away from Kenny a beat .Bundy turns back to him .Kenny grinds his jaw , but does n't say anything . He agrees . Bundy steps up to him , confiding .Kenny prickles , intense , but Bundy presses on , too wrapped up in his own thinking to notice .Kenny gets in his face , intimidating .

Kenny throws himself on a chair in the bedroom 's sitting area , newspaper in hand . The President , buttoning his shirt in a full - length mirror , sees him . There 's a TV on . The President selects a tie from a nearby rack , eyes the paper .The President 's eyes flick over to him in the mirror .The President turns around , heads over to the T.V. Kenny folds his arms , disgusted .ON THE T.V. Live coverage of the United Nations Security Council meetings . Holding forth in Russian is VALERIAN ZORIN , 50s , tough , likeable , the Soviet Ambassador to the U.N. and chairman of the Security Council . A translator relays the meaning .RESUME The President 's jaw tightens . He turns to Kenny .

We call on the world to condemn the piratical actions of America.

Kenny , phone to his ear , suffers as Bobby harangues him .Kenny throws the Lippman article at him .Silence . Terrible silence . That paralyzes Bobby . Kenny stares at him . He means it , but regrets it , too .But Bobby gets it . Kenny shifts gears , lets it go .

The U.S. suite is in frantic preparation , STAFFERS coming and going . Stevenson takes his phone from a SECRETARY .

Kenny turns to gaze at his little T.V. in the credenza , U.N. coverage continuing , as if he could see Adlai there .

Kenny rises from his chair , paces toward the T.V. . He pauses .

Adlai looks around to his own T.V. , showing the session going on downstairs . Zorin , ON CAMERA , dominates the council : alternately bold , aggressive , and then reasonable . Even in Russian , with the lagging translation , he 's formidable .

Kenny is watching exactly the same performance . Zorin is masterful . Kenny knows it . And when he talks to Adlai , it 's with the fatalism of a coach knowing he 's putting his third string quarterback in against the all - Pro linebacker .

Adlai watches his Staffers leave his inner office . He hears Kenny , and everything Kenny is saying .Adlai lowers the phone to its cradle . An ANXIOUS STAFFER sticks his head in the door , a concerned , questioning look on his face . Adlai adjusts his tie . HIS HAND IS SHAKING . He notices it , and manages a brave smile .

Adlai , briefcase in hand , marches down the hall at the hand of his team : Staffers and Photo Interpreters with large leather portfolio bags . The big double doors to the council chamber loom , and he gestures to the Photo Interpreters .And then a DOORMAN throws open the door for him .

Adlai enters . He is instantly dwarfed by the enormous room . Lights , T.V. cameras , the imposing circular arrangement of delegation tables . And the entire world is watching . Adlai pauses . Then as the first SECURITY COUNCIL MEMBERS begin to notice him , he heads for the vacant seats for the American delegation . The ROMANIAN DELEGATE saws the air .But as the Romanian wheezes on , all eyes are on Adlai . Adlai takes his seat , his Staffers behind him . They pass him up papers , and he spreads them before him , taking no notice that the entire room is staring at him . Adlai finally glances up . Across the circle sits Zorin , in the flesh , at the head of his own tough - looking DELEGATION . He acknowledges Adlai with a superior smile .The Romanian Delegate leans back from his microphone . Zorin leans forward , begins in Russian , and the Translator 's voice catches up with him . His tone , body language , composure are all that of complete confidence .Adlai nods , returns to his notes , as Zorin continues .The audience laughs . Zorin basks in it . And then grows stern .

. we call upon the world to condemn this purely American provocation.

We, the people of Romania, stand in solidarity with the people of Cuba and their revolution in the face of this American threat to world peace. Thank you, Mr. Chairman.

For the last couple of hours I have heard nothing but questions from the world here. The United States has led us to the brink of calamity. The peoples of the world want to know why. We are told again and again of this so called incontrovertible evidence of offensive weapons in Cuba. Yet we are not allowed to see this evidence. Are your spy planes so secret you can not share this evidence with us? Some planes?!

Or perhaps there is no such evidence. Perhaps the United States is mistaken.

The United States has no facts in hand. Falsity is what America has in its hands - false evidence.

I am not in an American courtroom, sir, and therefore I do not wish to answer a question that is put to me in the fashion in which a prosecutor puts questions. In due course, sir, you will have your answer.

If you do not choose to continue your statement, the Chair recognizes the representative from Chile.

EXCOM watches the coverage on the situation room 's T.V. 's . The President and Bobby sit side by side , Kenny just behind them . Bobby checks his watch , looks at the President .Bobby looks back at Kenny .

Zorin stares at Adlai . Adlai studiously ignores him , works on his own papers .Zorin leans back in his chair . Adlai finally looks up . He meets Zorin 's icy bravura . He notes the cameras around the room . This is the grandest stage of all .And in that moment , Adlai becomes the spokesman for America .Adlai 's tone is definitive . A tremor of interest passes through the various delegations .

EXCOM is transfixed by the continuing debate .They all crowd the T.V. as if it were a title fight . Except for Bobby . Kenny glances over at him . He has the phone pinned between his ear and shoulder . Kenny looks back to the T.V.

Adlai fixes Zorin in his seat , his voice rising .Zorin , headphones on , listens to his own translation , but does n't respond , acts bored . It gets Adlai 's goat , and he begins to lose his cool . A rumble from the U.N. . The CAMERA FINDS Adlai 's hand SHAKING , gripping his pen .

But Adlai 's tremors are not tremors of fear . They are tremors of anger . His voice goes hard and cold .The diplomatic world GASPS as Adlai drops all pretense of civility , all statesman - like grace .

EXCOM 's excitement mounts . In the chorus urging Adlai on , we find Kenny edge toward the screen .

Zorin shoots Adlai a testy look .There 's laughter at Zorin 's refusal to be bullied : but it 's nervous laughter , not the polite stuff of diplomatic tete - a tete . The RUMBLE in the room grows louder .

EXCOM ROARS ! Fists in the air ! Bobby lets the phone dangle a beat , covers it . And then he lifts it again .He lowers the phone to the receiver . Kenny shoots him a triumphant smile . The President looks at Kenny , shakes his head , a big smile on his face .

Adlai presses on .And Zorin cracks . He looks uneasily to his delegation . They bend forward to consult . Adlai sits back in his chair , draping his arms over its wings with the confidence of someone who knows he 's kicked ass . Adlai looks around the room while he 's waiting for his answer , managing not to smile . The diplomatic world is scandalized . At last Zorin regroups , lifts his head from his huddle .The CHILEAN DELEGATE stands .The room explodes in laughter . Not just nervous any more , not just polite . They 're laughing at Zorin 's parliamentary ploy blowing up in his face . Zorin 's smile is gone , his smooth facade destroyed . And he looks like the biggest fool in the world . Adlai stares at the beet - faced man with disdain . At last , Adlai stands , gestures to the door to the hall behind him . The PHOTO INTERPRETERS come racing in with their briefing boards .The Delegates RUMBLE in interest , rise from their seats to approach Adlai .

I yield my time and the floor to the representative to the United States.

EXCOM celebrates . Phones ring at several of the chairs at the conference table . The President and Kenny meet as Bundy picks up a phone in the b.g.Bundy steps forward , holding the phone .Kenny and the President turn to see what they already have heard in those two words : concern . The room falls quiet .

The Soviet Tanker , Groznyy , breasts the heavy seas . Armed CREWMEN race along the deck to makeshift sandbagged emplacements in the bow .The CAMERA PANS to the left , revealing a U.S. DESTROYER racing up alongside a few hundred yards away , pounding up and over the swells , punching up a huge fan of spray from its bow .

Admiral Anderson , on the phone on the level below , is tense .McNamara leans against the wall , closes his eyes in exhaustion and stress . And when he opens the , we PAN AROUND A G - d - like view of the flag plot , covered with HUNDREDS OF SHIPS , PLANES AND MARKINGS . McNamara stares out at the bewildering tangle of symbols , living men behind each one . Each tangle of red and blue symbols a powderkeg . A G - dlike view indeed . And it is far more than any one mere man could keep control of . And he begins to realize it .And not only that , in his bleary , sleep - deprived fog , he begins to understand something happening down there . The CAMERA MOVES over the enormous map , over the scrolling cryptic numerology . THE BUZZ of radio communications bleeds in from the background . The overhead platform swivels on its motor , like the vast arm of some fate - writing god as the Watch Officer on it updates the movements of the ships . McNamara stares , at the verge of grasping something . Through the door - crack of genius , he has the glimpse of some grander thing , some grander design .That starts McNamara from his fatigued reverie . He goes to the railing , looks down on Anderson .Anderson turns , gazes up from his tier below , distracted .Anderson holds the phone aside , turns around again , looks up at him , impatient . His answer is hard , cold , dangerous .Anderson listens again to the phone .

The Destroyer 's forward 5 - inch twin guns swivel , train on the Groznyy . A beat . They OPEN FIRE with an ear - splitting BAMBAM , ripping the air in front of the muzzles , the Groznyy so close a miss is n't possible .

McNamara SHOUTS at Anderson , dropping down the steps to Anderson 's level .Watch Officers scramble to comply , chaos and shouting in the war room as a chorus if `` Cease fire cease fire cease fire , '' goes up . McNamara turns on Anderson , is in his face .Anderson smashes the phone down , wheels on McNamara , furious .

The Destroyer 's guns hammer away at the Groznyy , at point blank range . but the Groznyy IS UNHARMED . Suddenly , in the air above it appear BRILLIANT FLARES . They light up the ship , brighter than the sun . The destroyer is n't firing deadly rounds . it 's firing harmless starshells .

Anderson gets in McNamara 's face .Everyone 's eyes are on the two men . Only the chatter of teletype breaks the paralyzing silence . McNamara blinks , looks down at the plot on the floor . Anderson 's voice drops to a deadly sotto .McNamara looks away at the faces of the men in the room .McNamara turns back . And all trepidation , embarrassment , hesitation are gone . He coldly appraises Anderson .He passes his hand over the enormous plot below .McNamara , trembling with anger , awe , whirls to Anderson . And his burgeoning insight is born - clear , hard and cold .McNamara JABS HIS FINGER OUT AT the plot , and - - the CAMERA RACES DOWN , TRACKING OVER IT , across the vast ebb and flow of information , the delicate ballet of symbols and numerology , this language of steel and human life .

SUPER : FRIDAY , OCTOBER 26TH . DAY 11 . On Kenny 's T.V. Walter Cronkite reads the news to footage of a BOARDING PARTY going up a ladder to the freighter MARCULA .The Boarding Party wears dress whites and is UNARMED .Kenny , who turns from the T.V. as the door to his office opens . Rusk walks in .Kenny reacts to Rusk 's enigmatic expression . And out from behind Rusk steps JOHN SCALI , the ABC News Correspondent .

OFF THEIR REACTIONS , the CAMERA FINDS an under - strength , ad hoc EXCOM - Kenny , Bobby , Taylor , Bundy , Sorensen , McCone , Ball and the President . Guarded hope all around . The short , balding , pugnacious Scali looks discomfited .Kenny paces behind the gathered men around the President 's desk , listening , mind going a million miles an hour .Kenny eyes Bundy , makes him uncomfortable . The President sizes Scali up .Nobody dares speak . It 's as if the possibility of a settlement will vanish into thin air if anyone moves .The gathered men chuckle , only Scali a bit dour but being a good sport about it . Scali checks his watch .He moves away from his desk . The men watch him .Scali nods . Rusk escorts him out . They wait until the door closes . Taylor looks over at McCone who nods .Kenny gives Bobby a hard look . The President appears unfazed .The President considers Taylor , then looks over to Kenny .

I have lunch with him maybe once a month. Way he talks, he acts like he knows Khruschev personally, but he's never elaborated. I've used him as a source in a couple of stories.

Mr. President, we do n't have much time. I'm supposed to meet with him again in three and a half hours.

I am instructed to tell you that the American Government would respond favorably to an offer along the lines you have discussed. If this solution were raised at the U.N. by Ambassador Zorin, he would find a favorable reply from Ambassador Stevenson.

Yes. From the Highest Authority. There are two conditions. The U.N. must be allowed to inspect the removal of the missiles.

BANG ! A STACK OF FILES slams down beside Kenny on a large paper - covered conference table . WALTER SHERIDAN , Kenny 's investigator - buddy , wears a visitor 's pass just like Kenny . Kenny and Walter RIFLE through the folders , super fast , super proficient . A half - dozen FBI AGENTS work around the table .Kenny stands , runs his hands through his hair , aggravated .Kenny whirls on Sheridan . A frozen beat .Walter pushes a typed dateline of Khruschev 's major career moves , and one of the Agents hands Kenny a list of Fomin 's postings . He lays them side by side . And for every step of Khruschev 's , there 's a step for Fomin . Not only that , but the DATES ARE IDENTICAL or nearly so .Kenny 's face falls . But a YOUNG FBI AGENT cuts in .The Young FBI Agent proffers him a file . Kenny snatches it .Kenny looks up at Walter . Walter nods sagely , lights a pipe .A PHONE on the table SHRILLS , shattering the silent triumph .

Okay. So, what we've got is this guy Alexander Feklisov, aka Alexander Fomin, declared Consul to the Soviet Embassy, but in reality the KGB Papa Spy. An illustrious tour of duty during the Great Patriotic War gets him on the Party fast track, various tours of duty in KGB, American postings. He's an expert on us, and. that's all we've got on Papa Spy.

He was an engineer stationed outside Moscow in' 42. Specialized in tank traps.

A few lonely BUSINESS TRAVELERS hang out in the dim coffee shop . Faint music plays . Scali and ALEXANDER FOMIN sit with steaming cups of coffee . Scali , nervous , unfolds a note . Fomin , an expressionless gray spectre of a man , eyes him . He is , in his boredom , a spy 's spy .Scali demurs . He has no instructions on this count .Scali takes a sip of coffee . Fomin stares at him , intense .

So I understand you correctly. If the missiles in Cuba were dismantled, returned to the Soviet Union, and a guarantee was made not to reintroduce them, the United States would be prepared to guarantee that it would never invade Cuba?

And, of course, the U.N. must be allowed to observe the redeployment of forces from the American Southeast.

Scali finishes debriefing the President , Bobby , Kenny , McCone , Taylor and Bundy .Kenny and Bobby share a hopeful glance . Rusk enters from Kenny 's office . And he 's unable to contain his excitement .

From a cluster of folding metal chairs , Kenny , Bobby , Rusk and Sorensen watch a TELETYPE hammer out the message as it comes off the wire . It 's painfully slow , like watching a bad typist type a manuscript . Ten pages of this is an eternity . To top it off , it 's in Russian . A TRANSLATOR reads it off , word by word to a TRANSCRIBER .

Kenny slams a page of Khruschev 's letter on the table . He jabs his finger at it . EXCOM listens , intent .The President turns to McCone .EXCOM chuckles .The President eyes the EXCOM members one by one , an incipient smile on his face .There are mostly nods of assent , big smiles around the table . Except from McCone and Taylor . The President takes his copy of the letter , flips through it . He shakes his head , almost unable to believe that Khruschev has given in . A long beat .

A long , black car stops at the end of Kenny 's driveway . The door opens , and Kenny steps out . He says an inaudible goodnight to the driver , and the car pulls off . He turns , facing the white two - story house with the neat front yard , the lights out . And he smiles . Home at last .

A screen door squeaks open . Kenny steps out into the darkness of the back yard . And there , in her robe , sitting startled on a lawn chair , lit only by the dim glow of the kitchen window , is Helen . Kenny stands there tired , his coat slung over his shoulder .Helen rises , her own care - worn face turned to his . For a silent moment they gaze at each other , searching in the lines of each others ' face for the changes of a long separation . They see them . But they 've been married a long time , and the awkwardness passes .Kenny drops his coat on a table as Helen comes up and folds herself into his arms .They kiss , comfortable . But not too long , and he lets her go . She looks at him again , sees he 's suppressing a smile .

SUPER : SATURDAY , OCTOBER 27TH . DAY 12 . Kenny , in his overcoat , steps aside as a pair of Duty Officers race past him , almost bowling him over . He slows as he nears the doors to his office and the Oval Office , DISCOVERING : TOTAL CHAOS . EXCOM guys , Assistants , dart to and from the offices and halls . On all their faces grim expressions . Kenny stands there a beat in confusion . And then Bobby swings out of Kenny 's office . There 's a desperate edge to Bobby 's voice .

Kenny and Bobby walk fast for the cabinet room , Kenny still in his coat .Kenny is stunned .Kenny gives Bobby a sharp look as they enter -

The President , in shirtsleeves , no tie , glances up at Kenny as he and Bobby enter . Kenny can only bear his look for a second : he blew the call on Fomin . But the President is clearly relieved to see him , gives him a faint smile . Half of EXCOM , including McNamara , McCone , Rusk , and Taylor barely notice them as they 're already there arguing . Kenny sits down hurriedly , shucks off his coat as he joins the conversation in mid - stream .Bobby gives him a look : told you things got worse .Bitter silence . They all look to the President . Imminent victory has turned to ashes . The President studies his own folded hands . Ball and Thompson enter , take seats . One by one , throughout the scene , other EXCOM members join the group .Kenny shakes his head in mute anger . McNamara and Rusk seem to sense the President 's feelings , too .Kenny looks the President in the eye .The President sighs in the face of the stern advice . He nods , expecting as much . Bobby still ca n't look at anyone .Everyone of Kenny 's instincts jumps . His head snaps up to listen to Taylor . Taylor pauses .Kenny hears the fatalism in McNamara 's voice . A long beat . Everyone stares at McNamara .They were so close last night . and suddenly Lundahl and LeMay enter the room with the day 's briefing boards .Lundahl stands there at the end of the table , gray . He almost ca n't say it , ca n't look the President in the face .

The missiles site is now more than just dirt and clearing equipment . It 's an armed camp , with missiles , fuel trailers , erectors spaced every few hundred yards . MISSILE TECHNICIANS service the towering SS - 4s .With a barrage of shouted orders in Russian , and a whine of the ERECTOR 's engines , THE MISSILE BEGINS TO RISE .It stops , vertical .

The news hits the room like a thunderbolt . Kenny looks to Bobby and the President . The blood is gone from their faces .A pall falls over the room as LeMay explains .They all look to the President . Kenny stares , in a private hell , blacker and more complete than anyone should ever know . In that shocked silence each man grapples with failure . The Best and the Brightest could not prevent what must come next .The President gives Kenny a meaningful look .Taylor exits . Kenny rises , gives the President an almost imperceptible nod , as he prepares to leave in Taylor 's wake .

MAJOR RUDOLPH ANDERSON , 30 , wearing the bulky high - altitude pressure suit of a U - 2 pilot , takes the phone from one of the Air Force NCOs who are helping him suit up .

When you're up there at 72,000 feet, there's a million things that can go wrong. Is your oxygen mix right? Will your cameras freeze up? Are you leaving contrail.

Those million things are beyond your control, mostly. But you know, when you realize that, there's a kind of peace. You do n't need to be in control. You never were in control in the first place. If you're a good man, and your ground crew are good men, it's all you can ask for. And with the grace of G - d, it'll get you through.

You sound like a good man. You'll be all right, Mr. O'Donnell. We believe in you guys down here.

Kenny , at the other end of the line , stares out the window at the fall day . It seems so mild , so unlike war . And it takes him a beat before he realizes Anderson 's on the line .Kenny takes a breath , ready to start the shuck - and - jive . but for some reason does n't .

Now mostly suited up , Major Anderson takes the phone out of the NCO 's hand . He nods , serious .

Major Anderson waves his NCOs away . They leave the room . The Major sits on a bench in front of his locker , thinks .The young Major smiles to himself , to the phone .

With a click , the line goes dead and Anderson walks the phone over to the receiver on the wall . END INTERCUT

A cart speeds down the tarmac , an NCO behind the wheel . Beside him sits Major Anderson , his helmet on , visor up . He adjusts the mix on the oxygen bottle he 's carrying at his feet , breathing in preparation for the high - altitude flight . Up ahead , among a host of service vehicles , sits the U - 2 .

Anderson switches over to the U - 2 's oxygen supply as his NCOs belt him in . They slap him on the helmet for good luck and lower the canopy as he brings his engines up to power .And he throws the throttle forward ,

G3132, you've got runway one, you are cleared to proceed to Angels 72.

The twilight , in - between , world of the stratosphere . Far below - clouds , shining blue day . Above , stars and the indigo depths of space . We hang in utter silence . A silver glint appears in the center of the horizon . It grows larger . Then larger still . It is the U - 2 . We barely have time to register the rising hiss of its engines , when it FILLS THE SCREEN and BOOMS PAST , leaving us standing still . The CAMERA PANS to follow it , but it 's already dwindled to a speck , and we feel how fast 600 miles an hour really is .

Anderson 's gloved hand reaches for the CAMERA HEATER switches .

The belly door whines open like a silver eyelid , exposing the camera 's lense .

Anderson double checks his position , switches to the autopilot for the stability only the machine can provide , then hits the CAMERA ACTIVATE button on his joystick . BAMABMABMABMA . The camera begins its photography . Anderson watches the number on the film - remaining counter spool down . He stares out the window . The towering clouds below rise up magnificent , glorious . a glimpse of heaven . Rapt , Anderson stares . And then suddenly a BLARING ALARM GOES OFF IN THE COCKPIT . It shocks Anderson around to the controls . It 's his MISSILE WARNING LIGHT . Anderson ' hands flash out to the joystick , turning off the cameras , disabling autopilot . He banks the U - 2 hard .

As the U - 2 turns , far , far below , emerging from the clouds , barely visible , rises a CONTRAIL . It arcs lazily toward us . A beat , and then another CONTRAIL . Then ANOTHER . The anti - aircraft missiles creating them are too small to be seen with the naked eye .

The cockpit is a cacophony of alarms and lights , the horizon outside tilted . Anderson 's breath comes fast , rasping as he does his strains going into the high - g turn . He looks out the cockpit window , finds the first SA - 2 missile in pursuit only several thousand feet below him now . He waits . Waits . Waits , still in the turn . The black head of the missile now visible . He puts the plane over , rolling out into an opposite bank .

The spy plane 's long flimsy wings were n't made for dogfighting . They BEND terribly in the rollout . And then the first missile STREAKS past , tries to correct its miss , but ca n't and vanishes into the distance at a 90 - degree angle .

Anderson 's breath comes faster and faster as the second missile rises up , now visible . He puts the throttle as far as it goes , trying to outrun death . Every second is a tenth of a mile , and every mile shortens the missile 's life span . The rising missile drafts aft , closing on the U - 2 from behind .

The second missile 's contrail rises up behind the plane , levels off , and closes on it at a tremendous rate . The third missile rises up in the far distance behind the second . The second missile races up on the U - 2 , closer , right behind it , ca n't miss . Then at a hundred yards , the contrail suddenly peters out , and the missile , out of fuel , drops away . But the third missile closes .

Anderson glances out the window , sees the spent missiles fall away , and spots the third missile still seeking him aft . Hand pinning the throttle forward , he prays under his breath .

The third SA - 2 rides its billowing column of exhaust straight for the tail of the U - 2 . This one is not out of fuel .

Major Anderson opens his eyes . He stares out the window at the glorious wonder of cloud and sea and earth below .

And the missile looms . We have time to realize it 's almost as big as the plane itself before it SHEARS right into the U 2 's tail and EXPLODES in a BLINDING FLASH .

Kenny , jogging down the hall , hears form an open door .Kenny goes over to the threshold . Inside the office Bundy stands up from behind his desk , grave . And Kenny knows .

All of EXCOM is there except for Bundy . Kenny sits behind the President , deeply distraught over Major Anderson .In the silence , Kenny reads the faces around the room . They 're convinced by McCone 's pronouncement . Kenny 's not .McCone gives him a get - serious look . But Kenny presses on .Bundy enters the room . Everyone looks up . He stands there in the doorway , his face tight . Kenny sags in his chair . Bundy , of course , has more bad news , and they all know it . A hopeless beat . The President just stares at Bundy , unable to ask . Bundy nods , affirming what everyone is thinking .The humor falls on a cold audience .And finally the moment Kenny has dreaded all this time has come to pass . He looks at Bobby , then at the President . The President stares at the cup of coffee in his hands , as if trying to read the Fates ' design in it . A long beat , and everyone holds their breath .LeMay clears his throat . Everyone looks at him , expecting him to scream or jump up and down .But he says it without any belief in the words , realizing they 're being tied fast to the train tracks of war .

Alone in his office , shattered , Kenny stares out the window , viewing the distant Ellipse through a gap in the trees . Kids are out there playing football . He glances at his watch , and grabs his jacket .

Kenny puts on his jacket as he goes down the steps into the bright autumn day , walking away from the White House . It drops behind him - his step is faster , more urgent .

Kenny walks down the sidewalk , drawn toward the Ellipse . The sixth grade FOOTBALL PLAYERS sweep forward with a running play . Kenny scans them , searching , his breath coming hard .

He reaches the edge of the open field . And then he spots the name on the jersey : O'Donnell . It 's Kevin . The players relinquish the ball and the offense comes off the field . Kevin sees his dad .Kenny manages a smile as Kevin trots over . Kevin pulls his helmet off . They stand there a long beat , Kenny desperate to take him up , abandon his post . but he does n't .But Kevin sees the turmoil in his father 's face .Kenny 's forced smile is answer enough .But Kevin knows . Together they know . The end of the world is at hand .Suddenly a car HONKS . Kenny turns around . Bobby is leaning out the rear passenger window of his limo . And he sees what Kenny is doing . He does n't want to cut in , but has to .Kenny looks back at his son .Kevin puts his helmet back on his head . Kenny watches as Kevin jogs off to rejoin his team . Kenny turns his back on his son , and strides for Bobby 's limo , dying inside .

Kenny and Bobby stand by their car off to one side of the restaurant 's parking lot . Bobby 's Secret Service Agents maintain a discreet distance .Bobby jams the last bit of sandwich in his mouth . A beat . Kenny looks him in the eye .Bobby is speechless with rage .Bobby 's beyond furious . They catch their rising voices .Bobby simmers for a long beat , thinking . And boy , does this guy hate admitting he 's wrong .Kenny stares off at the city , agonized .

Kenny enters from his office , finding Bobby , Rusk and Sorensen talking with the President . The President gives him a brief , meaningful look .As Rusk talks , Kenny passes close by Bobby . Bobby whispers :That strikes a cord with Kenny .And Kenny looks at Bobby . The world stops .It hits Bobby like a lightning bolt .The President , Rusk and Sorensen stare at him , mute .

HOLD ON the exact same mute reaction from the entire assembled EXCOM . Finally McCone breaks the spell .Bobby , Kenny and Sorensen start to object , but McCone raises his voice over theirs .McNamara shakes his head , intrigued but skeptical .Kenny , Bobby and Sorensen look at McNamara , grateful .The President leans forward . Sensing he 's about to speak , all eyes turn to him .Most EXCOM is nodding , agreeing . McCone shakes his head in disgust . Taylor sits in silence .It 's a terrible responsibility to bear . The room is silent . At last Bobby looks up from his folded hands to his brother . The President stares back . There is nobody else who can do this . Only Bobby . His brother .Bobby nods , taking up the gauntlet .Sorensen and Bobby rise as one , head for the doors .Bobby and Kenny exchange a look .

A LONG SHOT : Bobby emerges from the West Wing in his overcoat , briefcase in hand . He pauses , tiny , alone . The West Wing - and all its imposing spotlit power behind him - reduced to this insignificant man on his eleventh - hour mission . And then , out of the shadows , in the f.g. , steps Kenny in his own coat , his breath frosting in the late - night air . Bobby sees him , and knows he is not so alone anymore . ON THE DRIVEWAY They meet in front of the limo . Bobby stops , shuffles his things , awkward .Kenny opens the driver 's side door . The Secret Service LIMO DRIVER peers out .Kenny 's nod and look - there 's no arguing . The Limo Driver hops out , and Kenny gets in . Bobby stands there outside for a beat . He tries to hide how touched he is , but ca n't completely .

Bobby recovers , opens his own door , gets in the front seat next to Kenny .Kenny starts up the engine . Bobby smiles a twisted smile . As the car pulls away , the two men sit in silence , neither willing to admit how glad the other is there .

The limo wheels out into the street , carrying the two friends into the darkness .

Bobby stares out the window at the passing city , the lights the lives behind those windows . As the car drives on and on , the tension returns . Bobby feels the weight of all those lives . On him . A long beat . He gazes at Kenny , the only man he could ever admit this to :Kenny glances over at him . Bobby stares back .Bobby looks at him .Kenny means it . He looks away . Bobby shifts , awkward .Kenny looks him . This is n't the way to the Justice Department . But he complies .And Bobby , in the silence and closeness of the car , turns on Kenny - anguished , knowing his life is at its climax .Kenny looks to him , moved , not knowing what to say .He looks to Kenny , searching his face , then away , embarrassed .That breaks the tension as they arrive at the scene : THROUGH THE WINDOW Appears the grim , square lines of the SOVIET EMBASSY . Police cars line the streets outside it . All the windows are dark . A cordon of KGB GUARDS in plainclothes stand by the gated entrance . On the opposite side of the street lounge two dozen WASHINGTON D.C. POLICE . RESUME Kenny gives Bobby a look . Bobby rolls down his window .The final duty of an embassy before war .

THE CAMERA lifts away from the limo , turning toward the Embassy , past the Guards , past the brass plate which reads EMBASSY OF THE UNITED SOVIET SOCIALIST REPUBLICS , up and up to the roof where black , reeking SMOKE billows from all of the Embassy 's several chimneys . The CAMERA races into it . It engulfs us all .

Kenny squeals the limo up to the curb in front of the Justice Department . The doors fly open , and Kenny and Bobby jump out , head up the steps to the building .

Bobby 's STAFFERS greet them as they stride down the hall , Staffer # 1 taking Bobby 's coat .They reach the double oak doors to Bobby 's suite and stop . Bobby faces Kenny .And before Kenny 's eyes , all of Bobby 's doubt vanishes . In its place , a severe confidence . A grandeur Kenny has never seen . It makes Kenny pause . He beholds his best friend become a man of the ages . And then Bobby SMOOTHLY opens the door .

Sir, Ambassador Dobrynin is already here. We have him waiting in your office.

And a DOOR SHUTS OC like a threshold of history . HOLD ON Bobby 's waiting room . Silent . Cavernous . Dim . Plush carpet . Heavy drapes framing dark windows . And abandoned secretary 's desk . A row of sofas and chairs on either side of the room . Two doorways , one at either end of the room . A WOMAN sits in one of the chairs for visitors . Dressed in gray . Prim . But beautiful . A secretary of some sort . One of the double doors to the hall swings silently open . Kenny glides in . He sees the other door shut at the far end of the room . Kenny crashes in one of the chairs to wait . HOLD ON THE SCENE , motionless , silent . Kenny WHISTLES two notes . Stops . And then he begins to WHISTLE the Irish tune , O'Donnell Aboo . He gets a bar into it - and there 's a polite , soft COUGH . Kenny stops . Then notices the Woman in gray across the room . He did n't see her . It 's dim over there . She looks at him , expressionless . The CAMERA FINDS : a pin on her lapel . A RED HAMMER AND SICKLE . Kenny reacts . Dobrynin 's assistant ? His opposite number ? A friend ? Or more than a friend ? Here is the face of the enemy . Not a smile between them . Kenny resumes his ease . And begins to WHISTLE again . The haunting Irish song echoes in the vaulted ceiling , filling the dim room . Strange , sad , beautiful . The woman listens . And her face begins to soften . Kenny stares at the dark , lonely windows , his SONG striving to fill the empty room . Kenny sinks deeper in the chair , his tune all - consuming . and the Woman 's voice breaks in . Kenny stops , looks over . Her voice is tremulous and beautiful . Just a snatch of some song in Russian . She stops , awkward . Kenny stares . The Woman stares back . No smiles . But in their eyes , they each see the other 's fear , the other 's beauty , the other 's humanity . So this is the enemy .Kenny glances to the door . He considers for a long moment .Kenny breaks the gaze . He begins to whistle again . The CAMERA drifts away , finding the far DOOR to the inner office , Kenny 's tune stronger , carrying with it hope .

to the other side of that DOOR . Dobrynin sits in a chair opposite Bobby behind his desk . The room is equally dim . And far more tense . Silence . And then the FAINTEST STRAIN of O'Donnell Aboo . Dobrynin glances briefly over his shoulder at the door . But Bobby , unseen by Dobrynin , ca n't help the flicker of a private smile . It 's Kenny 's presence , and Bobby is the stronger for it . And then the tune is gone . Bobby leans forward , cool , controlled , masterful .

Floodlights illuminate MISSILES , vertical on their erectors , support VEHICLES , clustered across the man - made clearing . Mask - wearing Technicians wave a FUEL TRUCK back to the nearest missile . Clouds of toxic VAPOR rise from the others . They 've already been fueled .

Dobrynin listens impassively , as is his professional duty .Dobrynin looks out the window . And then , pained , looks back at Bobby .Bobby acknowledges him with a nod .Dobrynin stares at Bobby . Stares hard .The two men move their argument forward with the deliberation and formality of chess masters .Dobrynin reels internally . The only sign on his face is a slight tremor . Bobby looks up , registers the calculated effect . And to Dobrynin 's horror , the Russian believes :But not so fast . Bobby folds his hands . And he smoothly goes from hard - ass brinksman to sensitive deal - maker .Dobrynin holds his breath .Dobrynin lets out his breath .Dobrynin grasps the move immediately , understanding the ramifications . Still he hesitates a moment .Meaning this is the bone he can show the hard line . Dobrynin struggles internally , knowing what Bobby has done , wanting to hug him . It comes across as agitation .Dobrynin rises from his chair . Bobby rises with him .Dobrynin heads for the door . Half way there he turns back to Bobby , deeply moved . Deeply grateful .

Then I fear our two nations will go to war. And I fear where war will lead us.

If your Jupiter missiles in Turkey were removed also, such an accommodation could be reached.

This private assurance represents the word of the Highest Authority?

And it can be relayed beyond Comrade Khruschev's ears to the top circles of my government

Then you must excuse me and permit me to relay the substance of our discussion to my superiors.

We have heard stories that some among your military men wish for war.

You are a good man. Your brother is a good man. I assure you there are other good men. Let us hope the will of good men is enough to counter the terrible strength of this thing which has been put in motion.

Kenny enters the Oval Office through his side door . The office is dark , only the desk lamp on . Kenny 's gaze moves over the trappings of power : the carpet with the Presidential Seal , the rocking chair by the fireplace , the desk . And on the desk , tucked almost out of sight , sits a small , humble wooden plaque . It 's turned to face the occupant of the chair behind the desk . Kenny reaches out , turns it around . It is the Breton 's Fisherman 's Prayer . It reads : OH LORD , THY SEA IS GREAT , MY BOAT SO SMALL .Kenny holds on the plaque a beat , and looks up at the open French door to the Rose Garden . The curtains swirl around him in the wind as he goes through the door and out -

- onto the portico . Standing there in the dark , by the white neoclassical pillars of the cloister , are Bobby and the President . They 're holding drinks . Kenny joins them . The President gestures out across the South Lawn to the gleaming Washington Monument .The President and Bobby nod at the justice of that remark .Kenny looks at the President . The President feels it , and gazes back to him . The three of them stare out at the glittering city . The grandness of the world lies before them , and they are deciding its fate , and are humbled by the awfulness of it . The silence is beyond power . And for a long moment , they know not to disturb it . There is nothing left to say . The President , at last , finishes his drink .He looks at Kenny . Kenny nods . He knows that now too .

Kenny 's limo pulls away , leaving Kenny , coat in hand , at the bottom of his driveway . He watches it go , silently urging it to return for him with some call from the President telling him he 's desperately needed . But it does n't . He turns to his house . The lights are all out . He notices he 's CLUTCHING the handle of his briefcase . His knuckles are white . With conscious effort , he unfolds his hand , letting the briefcase drop on the driveway . He stands alone , stripped of his friends , his family , his job . and in that moment , mute , impotent in the shadow of Armageddon , Kenny is our Everyman of the Nuclear Age .

Helen stands in the kitchen , a ghostly white figure in her robe , the windows open and curtain flapping as she breathes the air . Kenny enters . He stands in the doorway .And she knows the worst .Kenny 's voice breaks .They take each other in their arms , the wisdom of the atomic age so simple , so tenuous , every human life hanging by such a thread . yet a thread so powerful . The CAMERA RISES FROM THEM , finding the OPEN WINDOW and the DARKNESS .

The RED DOME OF NUCLEAR FIRE rising over Washington . It roils the air in its expanding , blood - red glory . It is the sun . The dawn in the East . PULL BACK THROUGH THE OPEN WINDOW . SUPER : SUNDAY , OCTOBER 28TH . DAY 13 into Kenny and Helen 's bedroom . And silence . Kenny and Helen lie together on the bed . The light burns into Kenny 's half - shut eye . Kenny is only dimly conscious of the light 's meaning . Until the PHONE SHRILLS downstairs . Kenny is instantly up , launched out of the room .

THE CHURCH BELLS TOLL in raucous celebration . Kenny , Helen and the five O'DONNELL KIDS join the throng packing through the doors to the church . They 're all smiling except Kenny who searches fro faces in the CROWD . And then he spots Bobby with his FAMILY . Bobby grins at him . That makes Kenny grin back .But Kenny keeps looking .Kenny spots him emerging from the Presidential limo , surrounded by Secret Service Agents - John Kennedy . His FAMILY also is with him .Kennedy , greeting well - wishers , a brilliant smile on his face , is carried through the crowd toward Kenny and the doors of the church .

The following statement is the text of a letter from General Secretary Khruschev to President Kennedy.

I regard with respect and trust the statement you made in your message of 27 October 1962 that there would be no attack, no invasion of Cuba, and not only the part of the United States, but also on the part of the Western Hemisphere, as you said in your same message. Then the motives which induced us to render assistance of such a kind to Cuba disappear.

it is for this reason that we have instructed our officers - these missiles, as I already informed you are in the hands of Soviet officers to take appropriate measures to discontinue construction, dismantle them, and return them to the Soviet Union.

the base has been half - dismantled over night . Fuel trucks pull away , lumping down the makeshift dirt road . Across the site missiles are lowered , their nose cones being removed . A MISSILE on its transporter , Technicians crawling all over it , COVERING IT with a tarp . A massive Soviet Helicopter 's rotors thunder as it lifts off , cargo crates swaying under it , a CLOUD OF DUST FROM ITS WASH FILLING THE SCREEN , WIPING US TO :

EXCOM laughing , celebrating , half - drunk already this Sunday morning . The President shushes the group .The group quiets down . The Presidents stares at them , calm , firm . They sober up quickly . Kenny listens , expectant .

Kenny rounds a corner . McNamara , Bundy and McCone are talking , excited , hushed , standing to one side , down the hall . Kenny eyes them as he draws closer , and then they notice he 's approaching . Bundy nods him over , confidential .Kenny sickens . He tries to listen , but it all begins to blur .Bundy slaps Kenny on the back . Kenny is pale . Is what they 're saying possible ? But Bundy and McCone are too wrapped up in their schemes to notice Kenny 's distress .And Kenny , sad , moved beyond all pity and loathing , realizes it is possible . They have n't gotten it . He is speechless , helplessly shaking his head . Bundy finally sees something is n't right with him .Kenny ca n't speak . Ca n't find the words . But tongue - tied finally manages :McNamara and Bundy look at him funny .Kenny just looks at them , eyes filled with sorrow . They begin to feel uncomfortable .Kenny looks away , unable to bear it .Kenny looks back at them .They just stare at him . And with secret smiles , superior smiles , they nod .But they do n't understand , and together turn away .Kenny watches them , heads bowed in discussion , disappear into the labyrinth of the West Wing . Kenny turns his back on them .

The President stands at his mirror , tying a bow tie to a tux for some Sunday special event . Kenny gathers up his folder from nearby breakfast table . Kenny meets the President 's gaze in the mirror , and the two men know they have been to the same mountaintop .A beat . Kenny stands straight , ready for action , ready for some necessary thing . Ready to go back into the game .Kenny starts to leave , but at the door , turns back .The President looks at him in the mirror .The President smiles an ever - so - faint smile . Kenny turns and leaves the room , vanishing , and as we HOLD on the empty doorway , the simple , whistled melody of O'DONNELL ABOO drifts from the hallway beyond , becoming our END MUSIC . FADE OUT Shortly after the crisis President Kennedy ordered a reassessment of U.S. - Soviet relations , ushering a brief thaw in the Cold War . During this time , the Washington - Moscow hotline was installed to ensure that in a future crisis , miscommunication would not lead to nuclear war . The President was assassinated on November 22nd , a year after the crisis ended . Bobby Kennedy ran for president in 1968 . After winning the California primary , he called Kenny from the Ambassador Hotel in Los Angeles and told him , `` I finally feel like I 'm out from under my brother 's shadow . '' Bobby was assassinated minutes later . The members of EXCOM continued to serve with distinction in government in various capacities over the next three decades . As Lyndon Johnson 's Secretary of Defense , Robert McNamara urged containment of the Soviet threat in every theatre of conflict around the world . He ultimately advised President Johnson to increase the U.S. military commitment to one of these minor backwater conflicts : Vietnam . Kenny O'Donnell witnessed the President 's assassination from the car behind . He went on to head the Peace Platform at the 1968 Democratic National Convention , fighting to end the Vietnam War . He died in 1977 .

`` He was part of my dream of course but then I was part of his dream too . '' - Lewis Carroll `` Through the looking glass ''

A college counselor stands at the Podium lecturing the high school seniors about their future .There is some rustling in the audience .

For those of you going on to college next year, the chance of finding a good job will actually decrease by the time you graduate. The available number of entry level jobs will drop thirty - one percent over the next four years. Median income for those jobs will go down as well.

Obviously, my friends, it's a competitive world and good grades are your only ticket through. In fact, by the year Two Thousand.

The chance of contracting HIV from a non - monogamous life - style will climb to one in one hundred and fifty. The odds of dying in an auto accident are only one in twenty - five hundred.

Same angle . Different teacher .REVERSE ANGLE . STUDENTS . They stare back in stunned silence . One of them , DAVID WAGNER , sits in the front row with a pencil in his mouth . Nobody moves .1958 Birds are chirping . The sun is shining . All the hedges are neatly pruned and the lawns are perfectly manicured . A sweet stillness hangs over the SUBURBAN STREET , which is bathed in beautiful BLACK AND WHITE .

From just four years ago when ozone depletion was at ten percent of its current level. By the time you are twenty years old, average global temperature will have risen two and a half degrees, causing such catastrophic consequences as typhoons, floods, widespread drought and famine.

GEORGE PARKER enters the front door and hangs his hat on the coatrack . He sets his briefcase down and moves into the foyer with a huge smile on his face . It 's a frozen smile that does n't seem to be affected by too much in particular - like a tour guide at Disneyland .WIDER . MRS. GEORGE PARKER -LRB- BETTY -RRB- enters , untying the back of her apron . She is a vision of '50s beauty with a trim figure and concrete hair . Betty crosses to her husband and hands him a fresh martini . She kisses him on the cheek .

Oh, swell. You know, Mr. Connel said that if things keep going the way they are, I might be seeing that promotion sooner than I thought.

Darling that's wonderful. Except there's no such word as ` swellest'.

Well, come on kids. You're not going off to school without a hot breakfast inside you.

Oh nonsense young lady. You're going to start your day with a nice big breakfast.

And of course, a nice big bowl of oatmeal, then it's right off to school.

Well, you hear all these things lately. You know - kids spending so much time up there.

. There's a meat loaf in the fridge. You just put it in the oven and turn this little knob up to three - fifty. If you put the pie in forty minutes later, it'll be hot in time for dessert.

I made a couple of lunches for you and put them in brown paper bags.

It's not ` him' or ` you'. It is n't. I just need to think for a second. I never took a minute to stop and think. I just. I never.

There's some fried chicken in there too. Do n't go skipping dinner just cause you're not here anymore.

Hi Sport, hi Muffin. Better get a move on, you're gon na be late for school.

Morning kids. Better get a move on or you're going to be late for school.

Why no. She's still on her date with Skip. Is something the matter?

Bud, your sister's a little older now and she's naturally going to start going out with boys. But she's a fine young woman and she would never do anything for us to be concerned about.

BETTY - BOB WANTS TO TRY ONE OF YOUR GREAT HORS D' OEUVRES. BETTY!

. I came home like I always do. And I came in the front door. And I took off my coat. And I put down my briefcase and I said `` Honey. I'm home.''

So I went into the kitchen and I yelled it again. `` Honey - I'm home.'' But there was no one there either. No wife. No lights. No dinner.

So I went to the oven you know - because I thought maybe she had made me one of those `` TV dinners.''

But she had n't. She was gone. And I looked and looked and looked - but she was gone.

Look. Let's just forget about it. Let's just go to the meeting and.

You're gon na come to this meeting and you're gon na put on this make up, and you're gon na come home at six o'clock every night and have dinner ready on this table.

Well, everything was frozen and I did n't know how to. His voice trails off.

Boy, there's so darned many gadgets in that kitchen. I did n't know it was so complicated. You got that timer on the oven and it wo n't turn on without that timer.

I did n't either. I always told her. I always said `` Betty. My job is one thing, but your job, hey, that's something else.''

Oh, I'm not sure either. Jeez. It's all so cockeyed right now. I did n't even know it was Tuesday. Tuesdays we play bridge with the Jenkins but there was no bridge so.

Mrs. Benson was making a meat loaf next door. I almost climbed in the kitchen window.

Yeah, yeah. Just not fair, you know. You get used to one thing and then.

DAVID WAGNER sits on his couch watching this entire action on a sleek new Sony T.V. . He stares riveted at the set with a big smile on his face . David wears black shoes , black pants , black T - shirt and a black baseball cap , not a nerd exactly . He reaches next to him into a huge bag of Doritos , never taking his eyes off the show .He leans over and kisses her - again on the cheek .There is a loud and inappropriate LAUGH TRACK . David smiles wider and is just about to reach for more corn chips , when his real MOTHER 'S VOICE rings out from the other room .

Look. You probably do n't think I should be asking you this. I mean - not knowing you well and all.

I mean I know you - everybody ` knows' you. I just do n't know you. technically.

Well - I was just wondering -'cause I see you all the time in Algebra and I heard you humming that Van Halen song and I really like that song too.

Anyhow, I do n't know what you're doing this weekend but my Mom's leaving town and she said I could use her car so.

Easy. Mr. Jenkins. What job did Mr. Jenkins have? Howard looks at him, puzzled.

Salesman. What did Bud and Mary Sue name the cat they found in the gutter?

Okay - here's one : Why did their parents come home early from their weekend at the lake?

'Cause Bud did n't answer the phone and they were worried about him.

No you ca n't, Jen! It's a new TV. It does n't work without a remote.

`` For the very best in men's attire, Head right down to McIntire's.''

Look - we appreciate it. We really do. We just - we want to go home now.

We just got ta play along for a little while. till that guy shows up again. Then I'll talk to him and.

You want to ask her out tonight, right? And then you want to give her your school pin.

Look, Skip. I do n't think it's a real good time for that right now.

One date, Jen - that's all I'm asking. If you do n't go out with this guy we could throw their whole universe out of whack. Besides, I thought you liked him.

I'll get us out of here. I really will. But if we do n't play along we could alter their whole existence. We may never get home.

You know, if this ever happens again, you can make the fries even if I have n't put out the napkins yet.

Peppermint shake, chocolate soda, two orders of fries and a split?

Well you can just put on the lettuce, finish the burger and pretend it was me doing it all along.

YOU CA N'T DO THIS JENNIFER! HE DOES N'T EXIST! YOU CA N'T DO THIS TO SOMEONE WHO DOES N'T EXIST!

Look, you ca n't always like what you do. Sometimes you just do it because it's your job. And even if you do n't like it, you just got ta do it anyway.

Well - see. they're both running away - Huck and the slave. And. They go up the river. But - in trying to get free. they sort of see that they're free already.

Oh, well - you're just starting out. I mean, you ca n't do it now.

Look, I probably should n't be asking you this - not knowing you that well and all.

Talk about it. Right now, I mean. I got to. um. The look turns suddenly dark and ominous.

Oh. I do. Yeah. It's just that I told my `` dad'' I'd clean out the rain gutters and Mr. Johnson wanted me to. to change the tape in the register.

Oh, I know they're not. But I mean - they're just `` cookies'' after all.

Look, I'd love to get into all this but I'm really running late, why do n't we hook up tomorrow.

Look I ca n't hear you - it's really cruddy reception. I'll talk to you later.

Well it's louder. And scarier I guess. And. and a lot more dangerous.

It's alright. There's nothing to be afraid of. See? David points his face toward the sky, letting the water pound on him. They look a little reassured as he closes his eyes against the storm.

Well he's right. Come on. Let's turn these booths back up. `` Mary Sue'', why do n't you help me slide this in front of the door. We'll be okay in here. They respond to the tone of leadership. One by one the kids start to pitch in, sifting their way through the wreckage. Jennifer and David slide a barricade in front of the door as the kids try to put their shop back together.

`` THREE : The area commonly known as Lover's Lane as well as the Pleasantville Public Library shall be closed until further notice.''

`` FOUR : The only permissible recorded music shall be the following : Pat Boone, Johnny Mathis, Perry Como, Jack Jones, The marches of John Phillips Souza or the Star Spangled Banner. In no event shall any music be tolerated that is not of a temperate or `` pleasant'' nature.

`` FIVE : There shall be no public sale of umbrellas or preparation for inclement weather of any kind.'' Various glances dart back and forth between them. David continues.

`` SIX : No bedframe or mattress may be sold measuring more than 38 inches wide.

`` SEVEN : The only permissible paint colors shall be BLACK, WHITE or GRAY, despite the recent availability of certain alternatives.''

`` EIGHT : All elementary and high school curriculums shall teach the `` non - changist'' view of history - emphasizing `` continuity'' over `` alteration.''

Well. Sometimes they realize that what they thought they needed is n't what they need anymore.

Sometimes they see that what they're scared of - they do n't need to be scared of anymore.

I mean, I know you want it to stay `` Pleasant'' around here, but, there are so many things that are so much better : like Silly. or Sexy. or Dangerous. or Wild. or Brief. And every one of those things is in you all the time if you just have the guts to look for them.

See those faces back there. They're no different than you are. They just happened to see something inside them that you do n't want to look at.

I know you miss her. I mean you told me you did. But maybe it is n't just the cooking or the cleaning that you miss. Maybe it's something else.

Maybe you ca n't even describe it. Maybe you only know it when it's gone. Maybe it's like there's a whole piece of you that's missing too.

Does n't she look just as beautiful as the first time you met her. Do you really want her back the way she was.

Well I do n't think it's a circus. And I do n't think they do either.

But see that's just the point. It ca n't stop at once. Because it's in you. And you ca n't stop something that's inside you.

C'mon. Everyone's turning colors. Kids are making - out in the street. No one's getting their dinner - hell, you could have a flood any minute. Pretty soon you could have the women going off to work while the men stayed home and cooked.

I'll come back and check on you in a month. Jennifer nods and gives him a hug. She holds on tight for a couple of seconds.

No - you have custody the first weekend of every month and this is the first weekend.

I do n't care if yesterday was the thirtieth, this is still the first weekend.

Barry, if I want to get a mud bath with my new boyfriend, that's really my business, is n't it?

Well sure they can stay by themselves. Barry, they're seventeen years old, but that's not the point. You're supposed to see them.

No, I'm not gon na cancel my trip just so you wo n't look like a jerk.

Oh, I do n't know. It's all so fucked up. I got halfway down there and then I thought, `` what am I doing?'' He's nine years younger than me and it does n't make me feel younger it just makes me feel older.

So I stopped in the market to call him and there was this young couple getting out of a station wagon with two kids and a big lab and I thought, `` that was me. That used to be me.''

You know, when your father was here I thought well this is it. It's always gon na be like this. I have the right house and the right car and the right life.

Oh God. It's not supposed to be like this. I'm forty - four years old.

David 's mom paces the room with the phone in her hand . Between the plastic surgery and the make - up it 's hard to fix her age .

Her words drift in from the kitchen while David stares at the show .He reaches out and TURNS UP THE SOUND . PLEASANTVILLE plays at an unnaturally high volume .RESUME T.V. -LRB- BLACK AND WHITE -RRB- The Parkers ' son and daughter -LRB- BUD AND MARY SUE -RRB- enter the foyer together . Mary Sue wears her hair in a pony tail . Bud has on a Letterman 's sweater .Bud hesitates for a moment , then holds up a shiny `` blue '' ribbon .CLOSE UP . DAVID . He smiles right along with it . David stares transfixed at the set despite the continuing conversation in the other room .CLOSE UP . DAVID . He grabs another handful of Doritos staring at the T.V .

First prize at the science fair. There were lots of swell projects - guess mine was just the ` swellest'.

Well gee whizz, Mom. It was n't the `` English'' fair. There is another jarring LAUGH TRACK.

Gee whizz, Mary Sue - why ca n't I borrow your transistor radio?

A cacophony of modern life . Beepers and nose rings - blue hair and tattoos . Dissonant boom boxes compete with one another . The hormones are running crazy .

It is a large open area , alive at lunchtime . Groups of kids hang out together , divided by their various cliques . The music pounds in the background . CLOSE UP . DAVID . He stands at one end of the courtyard beside a chain link fence . Beads of sweat form on David 's forehead as he speaks to someone in front of him .REVERSE ANGLE . A very pretty blonde girl smiles back at him . It 's a warm , welcoming smile . CLOSE UP . DAVID .REVERSE ANGLE . GIRL . She smiles wider at him , inviting him to continue . CLOSE UP . DAVID .REVERSE ANGLE . GIRL . She nods at him . There 's a SCHOOL BELL . The crowd begins to thin out . CLOSE UP . DAVID .REVERSE ANGLE . GIRL . She positively beams . The girl flicks her blonde hair and stares back at him adoringly . CLOSE UP . DAVID . Instead of smiling back , David just stares , then looks at the ground . WIDE ANGLE . SCHOOL YARD . For the first time WE SEE THAT SHE WAS N'T TALKING TO HIM . David stands a good hundred yards across the school yard , rehearsing this speech while the young woman stands face to face with a much cooler boy . He has a cell phone and a very hip haircut . ANGLE . DAVID . David watches as the girl throws her arm around the boy 's waist and heads out of the playground .

David and his friends are all gathered around the plastic picnic tables and vending machines that form the luncheon court . The chess club meets at one end and there are some teachers at the other . All the cool kids are on the other side of the fence but David and his friends eat lunch at the same table every day .They all nod - and murmur with admiration .Everybody thinks . Nobody knows .It 's quiet for a beat .THE OTHER SIDE OF THE FENCE David 's sister , Jennifer , hangs out with her friends in the parking lot . All the girls are dressed in the exact same uniform : Blue jeans , beeper on the belt , white V - neck T - shirt , car keys in their hand . -LRB- Even the girls WITHOUT a car hold car keys in their hand -RRB- . Jennifer is by far the prettiest and , thus , is the leader of the group . They all look toward the Luncheon Court where David and his friends are hanging out .A group of VERY HIP boys strut through the parking lot . They bop up and down with the self - confidence of all cool sixteen year olds . The girls freeze when they see them .DIFFERENT ANGLE . He pauses then looks over at her . Jennifer slides sinuously off the fender of the car , flicking her hair like a young racehorse . She has a perfect 16 year old body and the whole parking lot knows it . Mark heads over to her , followed by his lackeys .Beat .Everyone nods for a moment or two . No one says anything .Jennifer pauses , weighing the next statement .Kimmy and Christin positively GASP while Mark 's Lackeys mumble and glance around . The import of the thing is n't lost on anybody . Mark bobs up and down a little faster .Everybody bobs and shuffles for a beat , when Mark nods , summoning his flock .

Okay, whose window did Bud break when he was playing with his father's golf clubs?

You're unbelievable. You'll win this thing for sure. When is it on?

Omigod, it's so mor - tifying. I ca n't believe you're like - related to him.

I know, I know - He's just like so FINE. I'm still like ; `` Omigod.''

It was amazing, Daph. I'm like : `` Well my Mom'll be out of town.'' And he's like `` Well then, maybe we could - you know.'' And I'm like `` Yeah, sure.'' And he's like `` Well, cool.''

David, cut it out. Mark Davis is gon na like be here in five minutes.

Omigod, I do n't be - leeeeeve this! He's gon na like beeeee here!

Do you mind. This is like the most important moment of my whole life.

This is n't funny! I happen to have a very important date in like five minutes!

We're supposed to be at home David! We're supposed to be in color!

Okay, now you listen to me! I do n't know what's going on but you'd better fix it! I had a date with Mark Davis and I even bought new UNDERWEAR!

No! I'm not gon na do it! If I do n't dress like this for Mom I'm sure as hell not going to do it for you!

I always knew you'd pay a price for this. I knew you could n't be hopelessly geekridden for this long without suffering some like, really tragic consequences.

. But it's just not fair. I mean - I'm starting to get really - popular. Debbi Russell transferred to another school and my skin's been great since March and Mark Davis is starting to come around and.

It's too weird David. This place is giving me the creeps. Did you know all the books are blank?

I looked in the library. They got covers with nothing inside them.

Just watch. You know why those guys just get cats out of trees?'Cause nothing burns around here, that's why! They do n't need any firemen.

You really think anybody's gon na, like, notice if I do n't have a chocolate malt with this guy.

Oh, I dunno Bud. Guess I'll just have a salad and an Evian Water.

. Now I'm really tired and we got ta get up early for school in the morning so.

So what's the big deal. Oh. Okay. They're like not good at basketball anymore. Like - omigod, what a tragedy.

Well maybe it needs to be messed with. Did that ever like - occur to you?

You know, they do n't want to be like this, it's just that nobody ever helped them before.

I mean, you do n't think it's just like dorky or funny or something. you really like it.

Oh God! I am so personally horrified to be your sister right now.

David, let me tell you something. These people do n't want to be geeks. They want to be `` attractive.'' They've got a lot of potential, they just do n't know any better.

Um. They like wan na ask you a question. I did n't know how to handle it. So.

Okay look, this like - was n't my fault. They asked me What it was about and I like did n't remember'cause we had it back in tenth grade. But I told them what I DID remember, and the next thing I knew the pages had filled in.

But like only up to the part about the raft, because I did n't read any farther. David flips through the book and sure enough only the first chapter has print. The pages are blank after that.

I never stopped wanting it. I just stopped thinking about it. I figured it was never gon na happen so I just.

Well I've had like ten times as much sex as these girls and I'm still like this. They have one hour in the back of a car and suddenly they're in technicolor.

. I've read like one book in my whole life and I'm not gon na let you throw it on that fire.

It is a southwestern version of `` Leave it to Beaver . '' The uniformity of Suburbia has been washed in earth tones . There is a red tile roof gracing every home . All the houses have the same anemic palm tree . It 's an urban planner 's version of hell . A Westec Security car rolls through the shot .

It is just as sleek and impersonal as before . Maybe more so at night . Jennifer crosses through the bedroom with the cordless phone attached to her ear .

It is studious and academic - not joyless , but not colorful either . David stands at his bedroom window , staring outside with a cordless phone in his hand .REVERSE ANGLE . HIS POV . His mother loads the final Louis Vuitton bag into her Mercedes .

She fires up the car and pulls out of FRAME . David watches from the upstairs window .

The huge black TV sits like a monolith in the middle of the room . All at once David comes bounding down the stairs making a B - line for the couch . Jennifer enters just as quickly from the other direction , fiddling with her clothes . DIFFERENT ANGLE . They hit the coffee table and reach for the remote control at exactly the same moment . Both of them freeze then look up at each other in shock .Neither one moves . They clutch the remote together .Jennifer gets panicked and yanks at the remote . David yanks back and before they know it , the remote goes flying out of their hands , CRASHING onto the hardwood floor . It smashes into a million tiny pieces .David cradles the pieces like a fallen comrade , when the DOORBELL RINGS behind him .Jennifer sweeps some of the pieces frantically under the sofa and tries to adjust her outfit on the way to the door . David just stares in shock at the shattered plastic . Jennifer reaches the front door and wets her lips . She fluffs her hair quickly , sticks out her chest then swings it open . DIFFERENT ANGLE . FRONT DOOR . Jennifer steps forward with her sexiest smile , but it is n't Mark Davis on the other side . TV REPAIRMAN STANDS ACROSS THE THRESHOLD IN A BROWN JUMPSUIT . Jennifer looks at him puzzled . He steps forward , flashing her a chipper grin , toolbox in hand .REVERSE ANGLE . JENNIFER 'S POV . She glances out the front door toward a weird VAN parked at the curb . It says `` TV REPAIR '' on the side but looks like something from a medicine show . The antenna on top resembles a weather vane and the mural beneath it depicts a happy family from the 1950s , gathered around their TV set . Everyone wears a smile , including the dog . The hand - painted motto reads `` TV Repair - WE 'LL FIX YOU FOR GOOD . ''

I know how I'd feel if mine went out. Almost like losing a friend.

Hey - who did Muffin take to the masquerade ball when her date came down with the measles?

Remember the one where Bud lost his cousin when he was s ` posed to be watching him?

Say - why do n't you take this remote instead. It's got a little more `` Ooomph'' in it.

Sure. Big beautiful set like this - you want something that'll put you right in the show.

Told you it was your lucky day. Bet you thought I was just a fan or something.

. See, every time I thought I'd found someone they'd turn out to disappoint me. They'd know the early episodes, but they would n't know the later ones. They'd know all about Muffin but they would n't know about Bud.

Oh sure you do. `` McIntires Department store.'' `` Their father dressed as Prince Charming.'' That was gorgeous Bud.

You know - this is a pretty strange way of showing your appreciation.

But you do n't know how long I've been looking for someone like you.

Well would n't you! You look for someone for years. You pour your heart into it. This is a privilege you know.

I do n't think we should discuss this until I'm a little bit more composed.

Maybe tomorrow when I'm not so emotional. Give you a day or two to think about it.

You know I've been thinkin'. I might have been a little `` hasty'' the other day when you asked to come home - just took me by such surprise, ya know - ha ha.

So even though I ca n't make any promises, well - I figured if you asked me real nice - I might just be willing to talk about it again.

I'll be honest with you Bud. I'm getting sorta concerned about what I'm seeing in some of these re - runs.

Those are Whitey's cookies, Bud. They belong to him. Then he eats them, then he asks her to go to Lover's Lane, then.

You think this is a toy? You think it's your own little goddamn coloring book.

A deluge does n't ` just happen'. Bolts of lightning do n't ` just happen'.

Because you're coming home. I'm gon na put this place back the way it was.

You're not going anywhere! You're gon na get that remote and you're gon na come home and we're gon na make everybody HAPPY AGAIN!

Do n't make me get rough with you! I can get awfully fucking rough!

David looks back at TV Repairman who smiles at him , then crosses to the living room stepping nimbly around the ottoman . He heads toward the TV .He pops the top of the tool box while Jennifer and David just stare . It 's a strange looking box with the same happy family painted on the side . TV Repairman pulls out another remote .Jennifer shuts the door and crosses down toward the living room .At that moment there is a huge FORK OF LIGHTNING and a booming CLAP OF THUNDER . It literally rattles the walls of the house as TV Repairman turns toward David .David recoils slightly . TV Repairman flashes him a smile .He stares at David , speechless , for a moment , then smiles fondly and reaches beside him for his tool kit .He flashes them a big smile and holds out a weird looking contraption that seems more primitive than space age . It 's a strange combination of an early transistor radio and Flash Gordon ray gun . TV Repairman extends it with pride , while Jennifer and David stare at him warily .There is a SECOND CLAP OF THUNDER even louder than the first . He smiles at them , then starts across the living room , pausing at the front door to look back . There is a weird smile on his face .David and Jennifer look at one another while the front door shuts with a THUD . It 's quiet for a second or two before there is another CLAP OF THUNDER . David cocks his head . DIFFERENT ANGLE . He glances down at the strange contraption sitting on the coffee table . It looks a little scary . Slowly , very slowly , he reaches down and touches it . Nothing seems to happen so he picks it up . CLOSER . David points the remote toward the TV set with an apprehensive look on his face . He winces a little , then pushes one of the buttons . DIFFERENT ANGLE . The TV set turns on . Psychic Friends Network appears . SHOT . DAVID .It all seems normal as he pushes another button . This time the channel changes .He continues to press the button , flipping through the channels . Jennifer sees that everything is fine and reaches for the remote .He continues to flip through the channels , coming to rest on the Pleasantville Marathon . BUD 'S VOICE fills the room .FULL SHOT . TV SET . `` PLEASANTVILLE '' -LRB- BLACK AND WHITE -RRB- Bud and Mary Sue clutch either end of a small transistor radio . They seem to be in the EXACT SAME POSITION as David and Jennifer , who are struggling over the remote control . ANGLE . DAVID AND JENNIFER . She tugs the remote while David yanks in the other direction .They wrestle with the remote , inadvertently POINTING IT AT THE TV . At that moment , a weird thing happens : SPECIAL EFFECT A huge white light emanates from the set , like its own atomic blast wave . The entire room is filled with a BLINDING AURA for a second or two , before it actually gets sucked into the TV . WIDE ANGLE . LIVING ROOM It is suddenly empty - illuminated only by the soft glow of the picture tube . David and Jennifer are nowhere in sight .

David and Jennifer are standing in the middle of the 1950 's living room , dressed in Bud and Mary Sue 's clothing . They still clutch the remote control in the exact same position that was occupied by their fictional counterparts . David and Jennifer glance at one another , then look horrified around the room . THE WORLD HAS TURNED TO BLACK AND WHITE .WIDER George Parker -LRB- Bud and Mary Sue 's father -RRB- enters from the landing whistling a happy tune . He 's dressed in a gray suit with a gray shirt , and a dark gray tie with little gray dots .He continues to cross through the living room whistling into the kitchen .He glances down at the remote control that sits lifeless in his hand . David frantically presses the buttons but nothing happens . All at once , there is a voice behind them .DIFFERENT ANGLE . They whirl around to see TV REPAIRMAN 'S FACE smiling at them from the TV set in the corner . It 's an old '50s set with a big round picture tube . They run over to him as he smiles .They stare stunned at the TV set .David glances around at his black and white surroundings . His `` mother 's '' voice rings out from the kitchen .FULL SHOT . TELEVISION SET . All at once the scene on the TV changes and TV Repairman 's picture gives way to a WIDE ANGLE SHOT OF THE WAGNER HOUSE . DUSK . Mark Davis is standing at the front door , BANGING on the brass knocker . He checks his watch , shifts restlessly for a moment or two , then turns and heads down the flagstone walk never looking back .

Jennifer flings herself at the screen , as TV Repairman appears all over again .David moves toward the screen .TV Repairman shakes his head and walks out of the shot . David grabs the remote and starts rapidly pushing buttons . Nothing happens . He crosses to the TV , spinning the dial , but comes up with nothing but local programming . He returns to the empty test pattern .DIFFERENT ANGLE . Betty -LRB- their `` mother '' -RRB- sticks her head into the living room wearing her black and white apron . She has a great big Pepsodent smile .They just stare at her .They exchange a strange little glance then slowly rise to their feet . Jennifer waits for David who forces a smile then starts toward the kitchen .

David and Jennifer walk two steps into the kitchen when they suddenly freeze - agape at the spectacle in front of them : THEIR POV - PARKER KITCHEN Every breakfast food imaginable has been laid upon the table . There are hotcakes and sausages and biscuits and eggs . Pitchers of orange juice are dwarfed by the mountains of ham . The table literally sags under the weight of the food . George Parker lowers his morning paper and smiles at his children .They nod and wander forward into the room . Bright sunlight streams through the kitchen window as a gentle symphony of songbirds sings outside . David and Jennifer stare stunned as their `` mother '' adds some waffles to the heap .Betty sets two heaping plates at their places . Neither one moves .She takes Jennifer by the shoulders and `` guides '' her into the chair . Jennifer looks down at a huge plate of GRAY WAFFLES .Betty drenches the waffles in syrup and slathers on a huge slab of butter . She glances back at David who just shrugs .Jennifer hesitates then glances over at her `` mother '' who looks at her expectantly . Jennifer pauses then reaches down and takes a forkful of the oozing mess . FULL SHOT . PAT BOONE He stands facing the CAMERA in an actual Kinescope from 1958 . The backdrop is a painted pastoral landscape and the background singers are all white debutantes . He wears a letterman 's sweater and button down shirt .He CONTINUES his homogenized version of Little Richard 's nasty hit , -LRB- all the nastiness gone -RRB- . It becomes a slow and lilting melody .

The CAMERA CRANES DOWN in the middle of a beautiful tree lined street to find the Milkman nodding to the Postman ; Jennifer and David are walking up the sidewalk , holding their stomachs .Jennifer clutches her stomach , but David 's glance darts from side to side - totally absorbed .A man calls out from across the street .Jen looks around this cheery little street , and the horror starts to dawn on her . At that moment , they hear a screaming SIREN and a bright GRAY FIRE ENGINE comes racing up the block . WIDER . Jennifer and David step back on the curb as the firemen come flying out of the truck , grabbing the ladder on the back . DIFFERENT ANGLE . -LRB- FOLLOWING THE FIREMEN -RRB- They work in perfect precision . Two firemen grab the base of the ladder while a third takes the front . They go tearing across one of the lawns , in full `` emergency response '' anchoring the ladder into the ground and winging it up into a tree .He emerges a moment later with the cat who was stuck in the tree . Jennifer sinks to the curb as he carries the kitten by them , petting it gently as he goes .Jennifer turns to see a strapping blonde seventeen year old driving by in his convertible . He is extremely handsome with Jack Armstrong features and a Letterman 's sweater . Despite her crisis , Jennifer 's jaw drops open as he slows to a crawl . Skip Martin flashes a huge Pepsodent smile . The guy is a `` dreamboat '' .Skip turns to see the fireman hand the kitten to its owner and climb into the truck .He takes off down the street with the sun glinting on his really keen convertible . Jennifer gapes as he disappears around the corner .

Well. If I was to ask your sister. What I mean is, if I was to go up to Mary Sue.

I sure am glad you said you'd come out with me tonight Mary Sue.

I do n't know if I ever said this to you before, but, well. I think you're just about the keenest girl in the whole school.

Oh, I dunno Bud. Guess I'll have my usual cheeseburger and a cherry coke.

And you always seemed so smart and everything. Like that report you did on `` Our Town Hall.'' Gosh. I did n't know what I'd talk to you about.

So I know I have n't been steady with anybody, but I just do n't want to rush it. I mean, there's kids that are even holding hands already but I figure there's plenty of time for that kind of thing later on. Do n't you?

Anyhow. I really wanted to come over and sit next to you in civics but.

To be honest Mary Sue. I did n't think you'd want to come here until we'd been pinned for a little while.

Streams of impeccably kept youngsters file through the double doors . All cheery and very pleasant looking . It looks like a Leni Riefenstahl movie . ANGLE . FROM ACROSS THE STREET . David stands beside Jennifer looking at the entrance to the school . Three girls huddle together by the front steps .She flicks her hair back - cops a first day of school attitude , and heads across the street like she owns the place .

It looks like a propaganda film from the Eisenhower Administration . The boys all wear crew cuts and short sleeve button down shirts . The girls all have lacy dresses buttoned to the neck . Everyone stares straight ahead at a pulldown map where Miss Peters stands with a pointer in her hand .Jennifer looks stunned as several students nod .ANGLE . JENNIFER She glances around at several students who seem to be nodding in agreement . All at once , she thrusts her hand into the air .The teacher looks at her with a puzzled frozen smile on her face . She looks vaguely troubled .The class lets out a knowing groan - as if to say `` Oh . We get it now . Boy what a stupid question . '' Miss Peters gives a kind but condescending look .Miss Peters gives a big grin as a series of heads nod up and down . Jennifer stares straight ahead , dumbfounded .

Last week Class, we discussed the geography of Main Street. This week, we're going to be talking about Elm street. Can anyone tell me one of the differences between Elm Street and Main Street?

That's right, Tommy. It's not as long. Also, it only has houses. So the geography of Main Street is different from the geography of Elm Street.

Oh, Mary Sue. You should know the answer to that. The end of Main Street is just the beginning again.

There are fifteen to twenty boys scattered around the Gym . Each is dressed identically in white shorts and black socks with a `` PLEASANTVILLE '' Jersey . SHOT . DAVID He stands at the free throw line with a basketball in his hand . -LRB- Not exactly an athletic image . -RRB- David lets go of a jump shot that swishes effortlessly through the net . He looks a little surprised .He stares at the backboard slightly intrigued . David retrieves the ball and fires again , this time chucking it up blind . The ball sails through the hoop again , HITTING NOTHING BUT NET . FULL SHOT . OTHER SIDE OF THE GYM Ten to twelve of his teammates fire simultaneously at the hoop . ALL OF THE SHOTS SAIL THROUGH THE HOOP , NONE EVEN NICKING THE RIM . The boys retrieve their shots as the coach claps his hands .ANGLE . DAVID He gets the ball and turns his back on the basket completely . David flings the ball wildly over his shoulder . It bounces off all the walls of the gym , then glides through the net as smoothly as the others . He stares in amazement .WIDER . Skip Martin -LRB- the boy in the convertible -RRB- approaches from the other side of the Gym . He is a classic All American Hero - somewhere between 4 - H club member and a future astronaut .He fidgets nervously for a moment looking down .Skip 's expression falls . He stands crushed in front of David .All at once , Skip takes the basketball he 's been holding and hurls it toward the hoop . The ball does a couple of revolutions of the rim , and then amazingly pops out . WIDE ANGLE . GYM Play comes to a halt . ALL THE PLAYERS TURN AND STARE , DUMBSTRUCK AT THE SIGHT OF A MISSED SHOT . SHOT . DAVID . He turns back to Skip with a big forced smile on his face .

David stands off to the side with his sister , while class pours out around them .She reaches into her purse and pulls out a book of matches . Jennifer tries to light a Kleenex on fire .Sure enough the tissue has become flame retardant .She looks over at him , slowly .At that moment , three of Mary Sue 's `` friends '' come tittering around the corner . They skitter up to her like a group of wind - up toys .They explode in a torrent of TITTERS all over again . Jennifer looks over at David .

Peppermint soda, two chocolate shakes, order of fries, and we'll split it.

`` Courteous and Pleasant manner.'' That does n't sound too bad.

A lone streetlamp glows in the foreground . Jennifer 's voice plays OS .

Jennifer emerges from the closet in a mohair sweater and a poodle skirt . Under the sweater she wears a 1950 's `` bullet bra '' that turn her breasts into lethal weapons .

The flashing neon ice cream cone looks good enough to drink . Underneath it , the swirling script spells `` SODA SHOP . '' Johnny Mathis drifts out into the evening air . CLOSER David comes sprinting up to the screen door and pauses to get his breath . He adjusts a little soda jerk 's hat , then plunges inside .

Mr. Johnson , the owner and proprietor is wiping down the counter . He is a `` pleasant '' looking man , in his early forties wearing a white apron and black glasses . The strains of `` MISTY '' get louder as Bud lets the screen door slam behind him .He stops wiping for a moment , holding the towel in his hand .He stares at the rag a little troubled .He looks down at the towel clearly disturbed . David pauses for a moment then starts toward him .He crosses to Mr. Johnson who has polished one section of the counter right down to the wood . David takes the towel out of his hand and folds it neatly in front of him .

Well - I always wipe down the counter and then you set out the napkins and glasses and then I make the french fries.

Well, usually I put out the burger and then you finish with the lettuce.

Hi there. You took off so quick. I was n't sure if you were okay.

You know how when we close up, I close the register, then you lower the blinds, then I turn out the lights, then we both lock the doors.

Well you were n't around this time so I did the whole thing myself.

Not only that, I did n't even do it in the same order. First I lowered the blinds, then I closed the register.

But it's always the same, you know? Grill the bun, flip the meat, melt the cheese. It never changes. It never gets any better or worse.

. Like the other night, when I closed up by myself. That was different.

See every year on Dec. 3, I get to paint the Christmas decorations in the window. And every year, I get to paint a different thing.

One year it's the North Pole. The next I do Santa's workshop. Here I'll show you.

But this morning I was thinking about it and I realized that I looked forward to it all year. And then I thought `` Gee. That seems awfully silly. That seems like an awfully long time to be waiting for just one moment,'' do n't you think?

Must be awfully lucky to see colors like that. I bet they do n't even know how lucky they are.

. I do n't know what I'd do if I could n't paint anymore Bud. I just do n't know what I'd do.

I did n't mean to hurt anybody. I just have to paint. I have to.

Maybe I could paint something different. Maybe I could use less colors or something. Or just - you know - certain colors. Maybe you could pick them before hand and then they would n't bother anybody.

The place is really hopping now . All the spots in the parking lot are filled with vintage `` jalopies '' and several patrons are streaming through the door . The SAME JOHNNY MATHIS SONG is still PLAYING on the juke box , and the neon ice cream soda sign blinks against the sky .

David is trapped behind the counter , furiously working to keep up with the load . Several clean cut teenagers pepper him with orders while he yanks at the pumps and spigots . It 's clear he is n't used to this .David nods quickly , wiping some sweat from his brow . He scoops some ice cream into the metal blender as Mr. Johnson comes up beside him .Mr. Johnson recoils slightly .Mr. Johnson stares at him .DIFFERENT ANGLE . SODA SHOP ENTRANCE . The screen door swings open and is held there by the end of a Letterman 's sweater . A moment later , Jennifer sashays through , parading her new Jane Russell profile . Her `` girlfriends '' TITTER from the corner as Skip rushes up to a table , and pulls out a chair . She sashays into it , brushing against him as she goes . ANGLE . DAVID . He stares motionless at the spectacle - concerned and apprehensive . David holds a hot fudge sundae under the soda spigot and jerks back on the lever blowing ice cream all over his chest . FULL SHOT . TABLE . Skip stares across the table at Jennifer with the wholesome devotion of a labrador retriever .He guffaws for a moment or two before speaking again .WIDER He stands at their table holding a little white pad of paper and a pencil . Jennifer looks up at her brother and almost bursts out laughing . He wears his soda jerk hat at a jaunty angle with large white apron tied around his neck .More gooney laughs . David turns to Jennifer who puts on the same dopey countenance .He shoots her a dirty look . Jennifer just smiles at him .ANGLE . FOLLOWING DAVID . He glowers at her all the way back to the counter . David posts the order in the little carousel clip board , keeping an eye on the table the entire time . RESUME . TABLE . Skip gazes across the table at Jennifer with an adoring look on his face . His hands are properly folded in front of him . She 's still trying to do her best `` Mary Sue . '' SKIP . See the whole time we were in civics together , I really wanted to sit next to you - but you were always sitting between Peggy Jane and Lisa Anne . There is some TITTERING behind her . Jennifer does n't respond .He still does n't understand . Skip GUFFAWS for a moment or two then glances down at the table top . There is a momentary break in the Music as Johnny Mathis ' `` MISTY '' starts up all over again . It 's enough to make you shoot yourself .Jennifer gets up in a daze and heads toward the bathroom . ANGLE . DAVID . He freezes behind the counter and watches as his sister practically stumbles through the bathroom door .

Of course there are n't any toilets . Jennifer gropes her way to the sink and leans against the counter .She turns and sits against the sink for a moment with a dumbstruck look on her face . Jennifer shakes her head for a moment or two , when the door to the bathroom bursts open .They TITTER away , even though they do n't get it either .They TITTER some more as Jennifer shakes her head .

`` Did he give it to you. Did he give it to you. I bet he gave it to her. Did he give it to you?''

David 's gaze is fixed on her as she returns to the table from the bathroom .There is an audible GASP from the booth behind them . Jennifer ignores it .CLOSE UP . SKIP . He just stares at her with his mouth open . Jennifer reaches forward and grabs his hand . FULL SHOT . SODA FOUNTAIN . David is in the middle of making a hot fudge sundae when he glances through the window and sees Jennifer leading Skip up the sidewalk . She clutches onto his arm and nuzzles against his cheek .He vaults over the counter making a bee - line for the door . Everyone turns and stares as he races toward the entrance .

Skip 's car is just pulling onto the street when David sprints into the parking lot . He takes off after the car , sprinting down the street .

It is a beautiful tree - lined pond with a lush willow tree in the foreground . The moonlight glistens silver across the water . Several cars are parked in a row with their occupants HOLDING HANDS . Skip 's convertible is parked at the end . SHOT . SKIP 'S CAR . He sits stiffly at the wheel staring straight ahead . Jennifer is draped languidly across the seat beside him , making the most of her mohair sweater . She stares at Skip in a not - so - Pleasantville - kind - of - way . He glances over at her and swallows .She leans back a little more , draping her arm across the top of the seat . Her tits point toward the sky .He looks over at her a little confused , then breaks into his gooney laugh .CLOSE UP . SKIP He is still guffawing when he looks over at Jennifer and suddenly freezes . Skip 's eyes widen .

David comes sprinting up to the porch , then doubles over catching his breath . He clings onto the porch swing when the door opens behind him .WIDER His `` father '' come out onto the porch . David catches his breath then forces a smile .His father gives him a `` knowing '' look and rests a hand on his shoulder .David looks back at him and rolls his eyes .

The low guttural MOANS of two coupling animals drifts out over the evening air . It is raw and primitive and desperate . The CAMERA begins to TRACK behind all the other cars - their occupants primly holding hands in a tender silhouette . It finally COMES TO REST on a convertible at the end , with a girl 's leg sticking out the window . CLOSER . A Letterman 's sweater hangs over the door . Jennifer 's sweater is draped over the backseat . The car is rocking .

They are clenched in a mad embrace : all arms and hair . Skip pulls back for a moment , GASPING for air . His face is covered with lipstick and there is a crazy look in his eye . He 's stuck somewhere between passion and fear as he clings desperately to the steering wheel .She holds onto his shirt as her knee rubs the dashboard .He glances down at his lap a little confused .He looks at her completely confused as she pulls back down , and OUT OF FRAME .

David is at the kitchen table with a nauseated look on his face . There are three empty bottles of milk and cookie crumbs all over the table .There is a knock behind them at the door . David springs up .FOLLOWING DAVID .

He crosses into the foyer ahead of his `` parents . '' David swings open the door revealing Mr. Johnson , standing on the porch .Mr. Johnson leans in closer and speaks in a CONFIDENTIAL tone of voice .Mr. Johnson has a strange look of `` manly pride '' on his face . His shoulders square back . His chest puffs out a little . There is a sudden sparkle in his eye .

REVERSE ANGLE . Betty stares at him from the foyer .Neither one says anything but neither one has to . David looks on in horror as his mother locks eyes with Mr. Johnson and his new found virility .Mr. Johnson continues to stare .

She looks sweetly over at the driver 's side of the car -LRB- OUT OF FRAME -RRB- .ANGLE . SKIP . OTHER SIDE OF CAR He sits behind the wheel with a totally dazed look on his face . Skip stares stunned at Jennifer , like he just got hit with a couple of thousand volts .She leans over and kisses him on the cheek . Then she bites his ear lobe , gently , and flashes him a big smile . Skip smiles back .

She climbs out and shuts the door . Jennifer nods to Mr. Johnson as she heads up the walk .She is wearing a big smile by the time she reaches the porch . David grabs her arm .

She starts up the staircase . David follows her and the CAMERA follows them both .She reaches the top of the stairs and turns to him .She flashes her brother an evil grin .She shuts the door softly in his face . David stairs at the gray wood in front of him .

Skip pulls up at an intersection with the same dazed look in his eye . The car rumbles at the stoplight for a moment or two , before he glances over to his right . CLOSE UP . SKIP . The stunned look turns to one of sheer amazement : SKIP 'S POV . ROSE There , against a gray picket fence , on a black and white street in a black and white neighborhood , a single red rose is BLOOMING . CLOSE UP . PAPER BOY - MORNING He reaches into his basket tossing first left , then right . The CAMERA CRANES back to reveal Main Street on a beautiful sun - drenched morning .

David sits parked in front of the TV furtively turning through the channels . He flips the dial frantically . No sign of TV Repairman . There is only a WeatherMan .He gives her a sheepish grin and sighs .

It is the same configuration as earlier . Everyone wears their Pleasantville `` Lions '' jerseys , white sneakers and black socks . David enters the Gym a little groggy . He has n't had much sleep . CLOSER He looks up and stops . David cocks his head to the side , staring across the gym . HIS POV . SKIP AND OTHER BOYS . They are huddled at the far end , each holding a basketball under his arm . Skip is in the center of the group , animatedly describing something that is holding their RAPT ATTENTION . WIDER ANGLE . INCLUDING DAVIDSkip continues his story while they stare at him with their mouths open . The Coach blows his whistle .The huddle breaks up as the basketball players all wander toward the hoop . Ten shots go up at once but NOT ONE COMES EVEN CLOSE . Several clang off the rim , a couple hit the edge of the backboard . One slams into the side of the gym . Everyone stares in disbelief .

David stands face to face with his sister in mid conversation . DAVID You ca n't do this , Jennifer . I WARNED you .Jennifer smiles at her friend as she goes by .He recoils slightly .Jennifer motions behind her to a boy and girl who are locked in an intimate conversation . The girl -LRB- LISA ANNE -RRB- wears bobby socks and the boy -LRB- TOMMY -RRB- wears a letterman 's sweater , but the conversation is sexually charged . They speak to one another in a close whisper - their faces inches apart . All at once the girl gets shy and glances away . She blows a big bubble with her gum , but the BUBBLE IS BRIGHT PINK IN AN OTHERWISE GRAY FRAME .CLOSE . DAVID AND JENNIFER He looks over in shock as she sucks the BRIGHTLY COLORED BUBBLE GUM back into her mouth . Jennifer flicks her hair .

It is the exact same shot as before : The CAMERA STARTS ITS LONG SLOW TRACK behind the vehicles , except this time ALL OF THEM ARE ROCKING . Various limbs and articles of clothing hang out the open windows . MOANS of pleasure waft out over Lover 's Lane as the real -LRB- and nasty -RRB- version of LITTLE RICHARD 'S `` TOOTY FRUITY '' PLAYS OVER :

It is a typical '50s family practice right out of Norman Rockwell . There is a jar of tongue depressors on the counter and a jar of lollipops beside them . Lisa Anne -LRB- Mary Sue 's best friend -RRB- is being examined by Dr. Henderson . Her mother sits at her side .Lisa Anne opens her mouth and sticks out a BRIGHT RED TONGUE . Everything else in the frame is Black and White , but her tongue literally gleams with color .

Well. I do n't think it's anything to worry about. Cut down on greasy foods and chocolate, that kind of thing.

It is really rocking now . More cars are lined up along the edge of the lake .

Tooty Fruity continues as David flips frantically through the channels looking for TV Repairman . There are only some very local programs . He shakes his head .

The Pleasantville Lions lose a game late in the second half . The scoreboard reads 84 to 16 .

A large group of customers is huddled in a circle , staring at an item on the display floor , like it is the monolith in `` 2001 '' . They seem both confused and absolutely mesmerized as the CAMERA PUSHES IN TO REVEAL : a double bed .

David sits on the floor with a weird look of resignation as a Brillcream commercial plays in front of him .

He heads toward work with his apron and his paper hat , but he 's clearly disconcerted . David stops and stares at A BRIGHT GREEN CAR parked at the front door of the restaurant . He shakes his head .

The place has been transformed . What was cheery and benign a couple of days before , has gotten a little bit dangerous . The letterman sweaters have been replaced by leather jackets . The Pat Boone and Johnny Mathis have given way to real Rock and Roll . There is a James Dean/Marlon Brando edge in the air . Somebody has played the flip side . ANGLE DAVID He enters the soda shop adjusting his paper hat . A young couple makes out passionately in the doorway - all tongues and hands . When they break David sees that the girl 's cheeks are FLUSHED WITH RED . He stares at her for a beat as they return to normal . David shakes his head . FOLLOWING HIM . He crosses to the counter and grabs his pencil and little pad of paper . Various things have already GONE TO COLOR AROUND THE ROOM : The JUKE BOX . The COKE SIGN . THE NAUGAHIDE STOOLS . David starts down the aisle when his sister 's arm reaches out and stops him . DAVID 'S POV - BOOTH Jennifer is sitting with her arm around Skip , eating an ice cream sundae .She eats the bright red cherry in a taunting fashion .He crosses behind the counter and posts the order .There is no response . David looks in the kitchen . HIS POV No one is there . David looks over at the cash register where Mr. Johnson is staring into space .Mr. Johnson looks up at him with a weird kind of emptiness in his eyes . David grabs his arm , and pulls him down the counter toward the storeroom in the back .

He shuts the door behind them .This sounds stupid even to David . He shakes his head .David rolls his eyes . Mr. Johnson leans closer , speaking furtively .He pulls a photo album from the back of the desk and opens it for David .David looks at him speechless .

The Barber Pole spins in three shades of gray . Several men are gathered around the two chairs in the front of Gus ' shop . Besides being the barbershop , it is the bastion of all male life in Pleasantville .There are several murmurs .REVERSE ANGLE . DOORWAY . `` Big Bob '' McGee , owner of the drugstore , Chevy dealership , and supermarket stands in the doorway . He 's an imposing figure with a razor - sharp crewcut .Burt climbs out of his chair as Big Bob crosses over .

Maybe that's where they get that saying, `` ca n't win'em all.''

Yeah. That's a good point, Ralph. They do have that saying. BOB.

What I want to know is this : if they've never lost before, and they've never tied before, is n't that `` winning em all?''

Well, yeah. That'd be `` winning em all,'' sure. The men nod and mumur.

Look at'em, Burt. It's spreadin' all over the place. Look at the color on her books.

I mean goin' up to that lake all the time is one thing, but now they're going to a library? I mean what's next?

And with great appreciation from the citizens of Pleasantville.''

I am pleased to present you with this special commendation, from the ` Pleasantville Chamber of Commerce'.

Oughtta be havin' an ice cream soda. That's where they oughtta be.

George, you're probably wondering why I asked if I could come over today.

I'm sure you've noticed the same things we all have - certain ` changes' going on in the town.

And it's not just the fire or big stuff like that. It's little things.

I really do n't know. It's everywhere, George. Bill Anderson's boy just quit his job at the market.

Took off his apron in the middle of an order. Said he did n't `` feel'' like it anymore. There were groceries all over the counter. Took'em three hours to sort it all out.

No. They do. And it is n't just'cause you're a great bowler. They respect you.

And, George, it's important for them to see someone they respect, stand up for what's right. If you love a place, you ca n't sit around and watch this kind of thing happen to it.

And, George, that's why I want you to be on the Pleasantville Chamber of Commerce.

Why do n't you start by saying `` yes,'' and then getting me one of those swell pineapple kabobs.

. It's gon na be fine George. You're with ` us' now. George looks up at him helplessly. Bob pats him on the back and crosses away, gathering his thoughts.

Well - we'll be safe for now - thank goodness we're in a bowling alley - but if George here does n't get his dinner, any one of us could be next. It could be you Gus, or you Burt, or even you Ralph.

. That's real rain out there gentlemen. This is n't some little `` virus'' that's going to `` clear up on it's own.'' There's something happening to our town and I think we can all see where it comes from.

My friends, this is n't about George's dinner or Burt's shirt. It's a question of values. It's a question of whether we're gon na hold onto the values that have made this place great.

So the time has come to make a decision. Are we in this alone, or are we in it together?

Obviously certain `` changes'' have been happening. Up until now, things in Pleasantville have always been - well. `` Pleasant.'' And, recently, certain things have become. `` Un - Pleasant.'' Now it seems to me the first thing we have to do is to separate out the things that are pleasant, from the things that are `` Un - Pleasant.''

George, why do n't you and Burt take the lead on this. Why do n't you put together kind of an `` Un - Pleasant Activities Committee.''

No matter how upset we may get, or how frustrated we may be, we're not gon na solve our problems out in the street. It's just the wrong way to do it. We have to have a `` Code of Conduct'' we can all agree to live by.

Now, I asked George and Burt here to sketch out some ideas - and I think they've done a terrific job.

If we all agree on these then we can take a vote and I think we'll start to move in the right direction.

`` ONE : All public disruption and acts of vandalism are to cease immediately.''

`` TWO : All citizens of Pleasantville are to treat one another in a courteous and ` pleasant' manner.

We prefer to keep these proceedings as `` pleasant'' as possible. I do n't think a lawyer will be necessary. There is a MURMUR and a great deal of nodding amongst the black and white faces. David turns and locks eyes with Betty who is seated in the front row of the balcony.

Do you further admit that this was done surreptitiously and under the cover of darkness?

Good. Do you further admit that this unnatural depiction occurred in full public view where it was accessible to, and in plain sight of, minor children?

Very well. Let the record show that the defendants have answered in the affirmative to all the charges.

BECAUSE I WILL NOT ALLOW YOU TO TURN THIS COURTROOM INTO A CIRCUS!

The women 's bridge club has assembled in the Parker kitchen like it does every Wednesday afternoon . Four women are seated around the kitchen table with a nice bowl of bridge mix between them . Betty is sitting next to Marge Jenkins , the woman who accompanied her daughter to the doctor 's office .Betty looks up quickly - then grabs some bridge mix .Betty reaches out and grabs her cards . She fans them out in front of her , when her eyes go wide . HER POV . BRIDGE HAND They are ALL HEARTS and all BRIGHT RED . It looks like a fistful of valentines . CLOSE UP . BETTY She puts the cards down quickly and takes a sudden breath . Betty keeps them like that for a moment or two , before lifting them up and taking another look .

. He said it would clear up on its own if she just stayed away from fried foods and sweets. Except it's spread to her lips now too. Oh, I do n't know.

Hunh. I know what you mean. That's like this car that was in front of Bill Johnson's shop. I was going by it the other day and it looked green. real green.

Have you seen him lately? The man does n't look like himself. I was getting my sewing machine fixed across the street and he was sitting in the window of his shop just staring. Was n't looking at anything particular. Just staring.

The SOUND of the television plays OS while a warm light burns in the window .

Jennifer and Betty stand at the sink finishing the dishes . Betty washes while Jennifer dries and it 's clear who 's more used to this . Jennifer examines a chipped nail as she places a dish in the drying rack .Betty hesitates . Rinses out a pot .She pauses for a long moment .She stops herself .Betty nods from the import of the tone but not the meaning . She starts washing again ; then stops .Jennifer looks over at her stunned , but Betty just looks at her with a blank , curious expression . Jennifer hesitates .She crosses to the kitchen door and closes it . The sounds of the TV in the living room disappear . Jennifer crosses back to the kitchen counter and turns to her .Betty looks at her and nods .

The CAMERA PANS across the kitchen table where there is a full quart of milk and some uneaten cookies . It finally comes to rest on Jennifer who is staring across the kitchen table with a concerned look on her face .REVERSE ANGLE . BETTY She nods - shaken but `` fine . '' Betty stares long and hard at the plate of chocolate chip cookies . She 's far away .Jennifer bites her lip weighing her next sentence .ANGLE BETTY She looks across the table , perplexed .

George crosses from the dresser to the TWO TWIN BEDS in the middle of the room . He wears long sleeve pajamas that are buttoned up to the neck . George puts his glass of warm milk on the nightstand and climbs in his own single bed . It is barely wide enough for his body and takes some maneuvering .There is no answer .

She stands in her bathrobe staring down at the tub . Her dressing gown is buttoned to the neck as well .CLOSER . BETTY She swallows once as she stares down at the tub - then reaches for the spigot and turns on the water . Betty 's heart beats a little faster as she HEARS the WATER THUNDERING DOWN . CLOSER STILL . Betty reaches up and unties the little silk ribbon at the top of her robe . She slips it off , and lets it drop to the floor , standing naked in the middle of the bathroom . Betty glances toward the mirror and then quickly glances away . She takes a deep breath and steps into the tub . EVEN TIGHTER . ON HER FACE . Betty slides down into the warm water , breathing in the steam , and closing her eyes for a moment . She lingers like that for a second or two , before settling a little lower in the tub . Betty opens her eyes , but they only half open . There is the slight trace of a smile . EXTREME CLOSE UP BETTY 'S FACE . Her eyes close again as she bites her lower lip gently . The water continues to THUNDER DOWN as she arches her back . Betty 's breathing seems to quicken as she opens her eyes all over again : HER POV . BATHROOM . ALL AT ONCE , EVERYTHING AROUND STARTS TO TURN FROM BLACK AND WHITE TO COLOR . A BIRD OUT THE WINDOW BECOMES A RED BREASTED ROBIN . THE TILE ON THE TUB TURNS OUT TO BE PURPLE . GREEN TOWEL . PINK ROBE . PALE BLUE UNDERWEAR DRAPED OVER A CHAIR . CLOSE UP . BETTY 'S FACE She stares in amazement . Beads of sweat form on Betty 's forehead as the world goes to TECHNICOLOR . The THUNDERING WATER POUNDS IN THE BACKGROUND , but beneath can be heard the beginnings of a faint , low , MOAN . Her eyes dart around the room . Her breathing quickens : Faster . Harder . More intense . THEN SUDDENLY . Betty takes a bath

The HUGE ELM TREE across the street suddenly BURSTS INTO FLAMES . Fire shoots straight up into the sky as billowing clouds of black smoke fill the air . BRIGHT ORANGE FLAMES LIGHT UP THE NIGHT .

David is staring at the television set when he notices a weird orange glow . He glances behind him , out the living room window .

David comes racing out of the front door and down the walk . A small CROWD has gathered in front of the fire . -LRB- They do n't seem frightened - just sort of amazed . -RRB- The street is still BLACK AND WHITE but it is now bathed in a weird ORANGE LIGHT . The flames leap higher and higher .FOLLOWING DAVID He takes off down the block , as fast as he can run . The crowd continues to stare as David turns the corner at Main Street .

He races in the front of the building SCREAMING at the top of his lungs .

There is no sign of life on the ground floor . David races up the stairs toward the bunk room on the second story .

All the firemen are sitting around playing Gin Rummy when David rushes in the front door . They can hear his voice from down the hall .They still do n't move . All the firemen just look at him from their bunks with a perplexed expression .All at once they spring to their feet grabbing their helmets and their yellow slickers . They race to the landing just outside the bunk room and leap onto the pole .

The FIRE ENGINE comes SCREAMING toward the house from the top of the block . David sits in the front of the truck next to the Fire Chief who drives the vehicle at break neck speed .The Fire ENGINE screeches to a halt . The Fireman looks around .David shoots him a look then glances at the inferno . He shakes his head and leaps from the truck . FOLLOWING DAVID He races around to the back where the other firemen are standing just as confused . David grabs one of the hoses and begins to pull it from the truck .He strips out about fifteen feet of hose , then grabs the fireman and pulls him toward the curb . David hands him the hose and opens the valve sending out a huge FLUME OF WATER .A huge smile breaks out across the fireman 's face - like a man who has suddenly found his purpose in life . He beams from ear to ear dousing the flames , while David runs to get another hose .

David stands at a podium receiving a commendation from `` Big '' Bob McGee -LRB- the man from the barbershop -RRB- . He holds up a large shiny medal for public display , while `` David 's '' whole family beams in the background .WIDER A huge crowd is gathered on the town hall steps . There are lots of balloons and bunting .He hands the medal to David as the entire town bursts into APPLAUSE .

David walks away from the center of town looking down at the gold medal around his neck . He takes his sleeve and starts to rub off a smudge when a young woman comes up beside him .WIDER She is MARGARET ANNE HENDERSON , the prettiest girl in school , and one of the most popular . Margaret wears a cheerleader 's outfit that only accentuates a bombshell '50s figure . Nonetheless , she seems the image of girly innocence .All at once , Margaret grabs his arm and presses herself up against him . Her breasts shove up against his chest . Her mouth is inches away from his .David can smell the weird combination of hot moist breath and freshly baked cookies . He stares into her eyes for a moment , unable to speak . Margaret flashes him a not - so - Pleasantville smile .She turns and heads around the corner , while David just watches her dumbstruck . Take Five

Sounds fantastic. You know some kids came up here the other night to go swimming - took off all their clothes.

Oh yeah. There's a lot of stuff. Here. Look at this. She hops up and scampers across the grassy bank, kicking her heels behind her. Margaret reaches a tree in the distance and reaches toward an upper limb, stretching out her body like a piece of statuary. She picks a piece of fruit and scampers back toward him, hiking up her skirt as she goes.

Just do n't forget me. Even if you do n't come back, I just do n't want you to forget about me.

David heads toward work with his apron and little paper hat . The BUDDY HOLLY music has given way to `` hip '' '50s JAZZ . DAVE BRUBECK drifts out of the soda shop as David pauses for a moment , and looks at the door . The same couple that was making out before are at it again . This time , when they part , however , the color does n't fade . They remain rich and saturated . David takes a bite of his cookie and goes inside .

The place has `` morphed '' even more . Brubeck 's `` TAKE FIVE '' plays in the background while several patrons talk `` intensely '' in their booths . DOORWAY David walks into the building and pauses . There are several COFFEE cups on the table . Jennifer gets up and comes over to him .He glances at the booth beside them . All the kids are staring up at him , with a weird expression of awe .He crosses to the booth where Skip and two others look up at him . It 's like Elvis has entered the building .They keep on staring . Several glances are exchanged back and forth like they 're sharing a secret . Finally .David hesitates , weighing his words .This sends a MURMUR through the shop . The boy leans forward .This sends a much LOUDER MURMUR rifling through the kids . It 's like electricity . They glance excited at one another . A hush descends .David stops and looks out at the kids who are hanging on every word .REVERSE ANGLE . INCLUDING DOORWAY . Margaret Henderson -LRB- the girl with the cookies -RRB- stands in the doorway staring at David . She hangs on his words with the same excitement as the others . She 's ten feet away but might as well be touching him .Um . Well . There are some places where the road does n't go in a circle . There are some places where it keeps on going . There 's an excited giggle . They lean forward .He moves forward extending a book . The boy is in full , rich color . The cover reads : `` THE ADVENTURES OF HUCKLEBERRY FINN . '' David opens the first page . There is printing inside , with COLOR illustrations .He looks over at Jennifer .She has moved closer and is gazing at him from a couple of feet away . It 's silent in the soda shop .INSERT . BOOK . David looks immediately down to the blank pages of the book that are n't blank anymore . Rows and rows of FRESH NEW TYPE materialize in front of him . He turns to the back of the book , that is complete with a COLOR illustration . SHOT . DAVID .Kind of Blue

`` It was big'n brown n' kept goin' an' goin' as far you could see.''

The CAMERA PANS down from the `` PUBLIC LIBRARY '' sign to find the front door . A long line of kids waiting to check out their books stretches onto the sidewalk . EXTREME WIDE SHOT . LIBRARY . FROM ACROSS THE STREET . Several men from the barbershop lean against the wall next to the spinning barber pole . They watch the spectacle for a moment or two , as teenager after teenager exits with an armful of books .At that moment , Lisa Anne , the girl with the red tongue , walks by them with an armful of books . She wears a plaid skirt , tight angora sweater and BRIGHT RED LIPS . Her EYES SPARKLE A BRILLIANT BLUE . She smiles at the men as she passes and their eyes nearly fall out of their head . They follow her progress down the block .Big Bob glances over and nods . WIDER STILL From the shadows of the Town Hall , up the block , David watches the stream of kids emerge with their books . They cradle them in their hands like a piece of newfound treasure . Stand up for what 's right !

George sits on the edge of his Barka Lounger , across the coffee table from `` Big '' Bob McGee . Even sitting down the man is a looming presence . Besides owning the market , auto dealership , hardware store , and gas station , he also owns the insurance agency where George works . George sweats into his collar .George nods as Bob takes a belt of his Martini and leans forward .George shrugs - then nods - then shrugs .Bob nods .Big Bog reaches forward and extends a small square jewelry box . He pops open the lid and extends it in front of George . INSERT . BOX . Sitting inside is a shiny silver lapel pin in the shape of the Chamber of Commerce insignia . SHOT . GEORGE .George looks at him speechless .There is no answer .WIDER George turns around to see David , standing on the landing , listening to the entire conversation . Their eyes lock for a moment .He moves quickly to the kitchen shutting the door behind him . What 's a mother to do ?

David gets a couple of steps in and stops . He looks across the room to see Betty standing at the kitchen sink , just staring out the window . Her back is to him . She grips the formica kitchen counter .She does n't answer . David moves up to her and rests a hand on her shoulder .Betty turns around to face him . HER FACE HAS TURNED COMPLETELY TO COLOR . THE EYES ARE GREEN . THE LIPS ARE RED . SHE HAS A NATURAL BLUSH IN HER CHEEKS . In fact the whole thing looks like a beautiful color portrait except for the tear stains on either side of her face .David moves closer and looks at her . Her lip is quivering .She looks right up at David .DIFFERENT ANGLE . He stares at her for a second . Big green eyes full of fear and confusion . David pushes a reassuring smile .He crosses to the counter and grabs her purse . David sits Betty on a kitchen chair and fishes inside the handbag for her compact . He finds it along with a wadded up Kleenex .He dabs at the tears , while she smiles at him in gratitude . Then David opens the compact and takes out the large GRAY powder puff . CLOSER . It is a truly amazing sight . As David smears on the makeup , she returns gradually to BLACK AND WHITE . The skin tones disappear . The flush of her cheeks goes . David takes out a DARK GRAY lipstick , obliterating the bright red of her lips . REVERSE ANGLE . OVER BETTY 'S SHOULDER . He works on her for a second or two , then takes a step back . All at once , David seems to wince : REVERSE ANGLE . HIS POV . BETTY 'S FACE . The life is gone from her face . In an instant Betty has gone from three dimensions to two . She stands in front of him , the fictional version of herself all over again .David shakes his head and forces a smile . He hands her the compact so she can examine herself . Betty holds it up to her face , turning her head first right , then left .Betty takes a deep breath and fluffs her hair . She grabs the plate of Pineapple kabobs and heads for the door . Just before she goes in , she pauses , then plasters on a big wide `` stewardess '' smile .He watches as she opens the door , and marches in the room , extending the little tray of hors d'oeuvres in front of her . A book of art

Mr. Johnson is all alone in the shop , setting up the napkin dispensers . He whistles BRUBECK 'S `` TAKE FIVE '' when the screen door slams behind him . Mr. Johnson looks up with a start .CLOSER . FOLLOWING DAVID . He has a large book tucked under his arm that is easily three feet long . Mr. Johnson looks at him a little intrigued as David crosses to the counter .Mr. Johnson reaches out and opens the cover . After a beat , his eyes widen .Mr. Johnson gasps . It 's quiet , and subtle , but it 's still a gasp . David looks over at him but he 's lost in the pages . HIS POV . -LRB- INSERT -RRB- ART BOOK . Massacio 's `` Expulsion of Adam and Eve '' leaps off the pages in vibrant , tortured color . The beauty of the garden is offset by their agony and their shame . HE TURNS THE PAGE . Titian 's `` Venus of Urbano '' . Soft , fleshy , in a rich golden light . She is utterly real and entirely nude . The folds of her flesh almost seem to glow .Rembrandt 's `` Self Portrait . '' Dark reds , umbers , blacks and browns . He looks back at Mr. Johnson with pain and wisdom . There 's a brilliant light on his hair .Faintly , almost imperceptibly , the SOUND of a rich ARIA begins to UNDERSCORE THE IMAGES . It 's so faint you ca n't be sure you even hear it at all . like you 're hearing it with your eyes . He TURNS THE PAGES faster : Breugal 's `` Harvesters '' . Turner 's `` Steam Train '' . Monet 's `` Cathedral '' . Cezanne 's `` Oranges '' . Mr. Johnson shuts the book . WIDER . SODA SHOP They sit like that for a beat .He looks up at David , troubled .Mr. Johnson shuts the book gently .ANGLE . DAVID What can he say . David looks over at Mr. Johnson who just smiles and shrugs .CLOSE UP . DAVID He just stares for a second . Those are not your cookies , Bud !

Margaret walks up the center of Main Street toward the CAMERA with her books pressed against her chest . She passes the drugstore , then the hardware store . Far off in the distance , a young man comes racing out of the soda shop , pulling off his little paper hat as he goes . He comes running up behind her as fast as he can . CLOSER . He takes a deep breath and tries to quiet the panting .Margaret stops in the street and turns to him : a moment of truth . All at once , he abandons the speech .He wants to turn away but does n't . David forces himself to look back at her . All of a sudden she beams . It 's the whitest , pearliest smile in the world .

David comes flying around the corner in complete jubilation . He vaults over a picket fence , swings around a lamppost and leaps off the bumper of a parked car . David hi - fives into the air at no one in particular and sails over Mr. Simpson 's hedge almost decking him in the process .He races across the street bobbing and weaving like an All American fullback . David bounds up his front steps two at a time flinging open the door .

He lets the door slam behind him as he takes off his apron and tosses it on the coat rack . David starts up the stairs , when he HEARS a MAN 'S VOICE coming from the living room .He pauses a second and glances back .He peers into the living room . David goes a little grayer . HIS POV . TELEVISION TV Repairman is looking back at him from the middle of the TV screen . He seems to have a bit of a stubble .

David crosses slowly over to the TV set .He gives a gooney laugh . David just looks at him .CLICK . He switches off the TV sending TV Repairman to electronic limbo . David stands in the middle of the living room , breathing hard .

She sits on the bed staring down at the front cover of a book . -LRB- It 's an alien experience . -RRB- Jennifer is just about to open it when she senses something and glances toward the door . REVERSE ANGLE . Bud is standing in the doorway just staring at her . He seems to be out of breath .He keeps breathing hard in the doorway . David holds the remote in his hand .He takes a couple of steps into the room and then suddenly stops .She holds up the cover .He just stares at her for a second as his mind seems to drift .David stares at the wallpaper in her room like it 's a window or a mirror or something . He seems a million miles away . Jennifer shifts closer to him .She stares at him wide - eyed like someone who has just heard their name called . Jennifer 's eyes dart around like she 's calculating a math problem . After a moment or two , her expression changes : a vague look of recognition .She glances down at her book . It 's a big book . Jennifer takes a deep breath and stares at the gray skin of her hand . After a second or two , she looks back . David looks at her for a beat . At Last

David gets out of his `` dad 's '' convertible , carrying a dozen `` gray '' roses . He takes a deep breath and heads up her front walk .

David sits behind the wheel of the borrowed car with Margaret Henderson by his side . He concentrates hard on the road , holding the wheel at `` 10 and 2 '' as he steals a glance to his right . HIS POV . MARGARET It 's not quite evening yet , and late afternoon light makes her glow . Margaret smiles as she turns her face into the warm wind that swirls inside the convertible . SHOT . DAVID He studies her for a moment or two , then suddenly swerves to avoid a parked car on his right . WIDER . They pass a sign with a happy family on it that reads : `` NOW LEAVING PLEASANTVILLE ''

Main Street turns into a winding country road as they leave the town behind and head off into the woods . They wind through the dense woodland for a moment or two before a second sign appears , much like the first : `` NOW ENTERING PLEASANTVILLE '' DIFFERENT ANGLE . THROUGH THE WINDSHIELD . Sure enough , the town emerges in front of them again , completing the 4 dimensional circle . David looks confused .He looks over at her and smiles . Margaret turns on the radio .

SAM COOKE sings for them as David turns from Main Street onto a smaller unmarked lane . The car starts to rise up a small hill , with Dogwood trees blooming on either side of the road . It continues to climb up the narrow gravel lane toward the crest in the hill . David looks over at Margaret who takes a deep breath shutting her eyes . He glances down at the seat between them . HIS POV . CAR SEAT . THE ROSES THAT WERE GRAY HAVE SUDDENLY TURNED TO COLOR . They sit next to him on the seat : a deep , rich RED .

David looks up and out the windshield . The same thing seems to be happening around them . Many of the Dogwoods have started to turn PINK . Not all of them , but at least fifty percent of the petals have `` bloomed '' in some weird false spring . The road twists and turns on its way to the top , as they finally reach a crest in the hill .THEIR POV . LOVERS LANE There , sitting in front of them , is a whole world gone Technicolor : THE LAKE IS BLUER THAN BLUE . THE WEEPING WILLOW IS GREENER THAN GREEN . THE DOGWOOD PETALS -LRB- all `` turned '' now -RRB- SWIRL IN THE WIND LIKE SOME STRANGE PINK SNOWSTORM . A LONG LINE OF PASTEL CARS STRETCHES OUT ALONG THE SHORE .SHOT . CAR . Slowly , David rolls the convertible forward . Many of the kids have left their cars and sit down along the grassy bank by the edge of the water . A few of them have books open . It almost looks `` Athenian . ''

David looks at the whole scene for a moment then suddenly cocks his head to the side .WIDE ANGLE . LAKE . A beautiful wild rose in mid - bloom eats up half the frame , while David and Margaret stare at the view in the distance .

Betty is staring into the window of the FLOWER SHOP with a shopping bag on either hand . From a ways away , she looks like any other homemaker in Pleasantville . You do n't even notice the gray make - up . CLOSER . FOLLOWING BETTY . She nods to Mrs. Filmore in the bakery and smiles at Don in the Post Office . Betty is just about to turn on Elm Street when she glances up , and suddenly stops . HER POV . ACROSS THE STREET . There , in the middle of the block , sits Mr. Johnson 's soda shop . The whole scene is still black and white , except for the large CUBIST PAINTING THAT FILLS MR. JOHNSON 'S WINDOW . It is rendered in bright PINKS , YELLOWS AND ORANGES , and looks like a Braque or a Picasso except for the unusual subject matter . Upon closer examination you see that all the spheres and cones add up to an avante garde snow scene , with a Cubist Santa hovering over the roof tops . SHOT . BETTY She stares at it , mesmerized for a moment , then starts to wander across the street . It 's late afternoon and the business district is empty . Betty crosses in the middle of the block , staring straight ahead .

The door opens and she sticks her head inside . Most of the place is dark except for one streak of sunlight shining through the window near the back of the store . Betty glances around . The little bell JINGLES as she enters .DIFFERENT ANGLE . He sits in front of a small easel near the back , staring at a board which doubles as a canvas . Mr. Johnson glances over his shoulder and recognizes Betty in the doorway .REVERSE ANGLE . He gets up from his stool and crosses toward the door , still holding the palette in his hand . Betty stares at the `` Cubist Christmas '' in the window .Their eyes lock for a second . Sort of a clutzy silence . Mr. Johnson motions toward his easel .Having kind of a tough time . He sighs and looks beside him . Next to the easel is a bowl of GRAY FRUIT . Betty moves down the counter , glancing at the painting .He reaches across the counter and grabs the art book . It 's open to a Cezanne that nearly burns off the page .CLOSER . They are standing almost on top of each other gazing down at the book . Neither one of them moves . Betty almost disappears into the pictures - drawn by a strange new world .He turns to Kandinsky - a massive swirl of color . The image is nearly electric .INSERT . BOOK . He turns the page near the back to one of Picasso 's `` Weeping Women . '' The woman is rendered in pink and red and green . Her head is a large sphere , laying `` peacefully '' on her own shoulder . From the tree of knowledge WIDERShe does n't answer .He looks up at her . REVERSE ANGLE . A single tear is running down Betty 's cheek . She senses it and reaches up to wipe it quickly away , but instead of just wiping the tear , she takes off a huge swath of GRAY MAKE - UP . A long strip of PINK FLESH is revealed underneath . ANGLE . MR. JOHNSON He stares up at her in amazement . ANGLE BETTY . She senses something and glances down at her hand . Her fingertips are covered in GRAY MAKE - UP . Betty turns and bolts for the door . WIDER .He stops her near the door and she turns her face toward the wall . Mr. Johnson touches her shoulder .He reaches up and gently touches her chin . Mr. Johnson moves around to glimpse the other side of her cheek .CLOSER . She freezes like that for a moment , then slowly , haltingly , turns toward him . THE COLOR of her real flesh is revealed underneath . Betty stands there exposed .She swallows , not sure what to do . Betty glances down .Mr. Johnson reaches over to the little napkin dispenser on the counter and pulls one out . He leans forward and dabs at the tears beneath Betty 's eyes . Then slowly , gently , he starts to wipe the makeup off her cheek . CLOSER STILL She recoils a bit , tensing up , then just looks at him . Mr. Johnson is gazing at her `` true color '' with wonder and acceptance . She hesitates for an instant , then seems to make a decision . Betty slowly turns her face to the side , exposing her flesh all the way down to the neck . Mr. Johnson continues to wipe off the make up in larger and larger strokes as the beautiful pink flesh begins to emerge .

She lies on her bed , reading the same book she was browsing earlier . Jennifer seems strangely engrossed as she flips the pages , lying on her stomach , scouring every word . After a moment or two she gets restless and shifts position , lifting the book . The cover is plainly visible : `` LADY CHATTERLY 'S LOVER . '' CLOSER She does n't have enough light so Jennifer rises from the bed and crosses to `` her '' desk . She sits in the chair and flattens the book in front of her . Jennifer is deep into the plot and does n't even look up as she flicks on the desk lamp . She could almost be studying algebra as she sits upright at the little desk . DIFFERENT ANGLE She flips the page and peers more intently . Her hair is bothering her so she pulls it back and knots it in a pony tail . It 's cold by the open window and she puts on a sweater . After a little while her eyes begin to get more tired and she looks up and blinks a couple of times . Jennifer notices something across the desk . REVERSE ANGLE . A pair of Mary Sue 's glasses are neatly folded in front of her . Jennifer reaches out , puts them on her head , glances back down at the print .She can see much clearer now . Jennifer folds her hands in front of her and does n't even realize that she has mimicked the PHOTOGRAPH OF MARY SUE THAT SITS BESIDE HER IN A SILVER FRAME . The face is the same , but that 's to be expected . So is the pony tail , the glasses , the posture and the studious look on her face . Jennifer turns the page engrossed in her novel when there is a loud TAP on the window . She rises from the desk and pulls back the curtain . Jennifer slides open the window .

Skip stands on the front lawn tossing pebbles at the window .He jiggles some more .She glances down at her book .

She hesitates for a second then glances back at the desk . Her own image in the silver frame stares back at her . The hair is pulled back in a pony tail . The glasses sit on the front of her nose .She thinks about it for a moment , then suddenly smiles . Skip stands dumbfounded on the sidewalk as Jennifer reaches up and quietly closes the window .

David and Margaret sit on the edge of the grass , looking out across the water . Even in the moonlight , the COLORS are vivid . David still clutches the rose in his hand , taking a long hit like an Opium addict .Margaret laughs like that is n't even possible . She shifts on the grass hiking her skirt up above the knee . It reveals a long tan leg beneath it . David watches as she kicks off her shoes , rubbing her feet through the long cool grass .She clings onto the words like they could transport her by themselves . David thinks for a moment .She leans forward .She giggles . David looks at her in amazement .She unfolds a handkerchief revealing a handful of berries in REDS AND BLUES AND PURPLES .CLOSER Margaret sticks out her hand , offering him a BRIGHT RED APPLE . It 's brilliant and shiny and glistens in the moonlight . ANGLE . DAVID He hesitates just looking at it . Margaret speaks in a whisperHIS POV She is lying on her stomach now , and behind the outstretched apple he can see an ample view of her cleavage . Margaret is smiling at him as the apple shines in the foreground . David reaches out and takes it . WIDER . DAVID AND MARGARET For this instant , they seem alone in the garden . He looks down at it , then glances over at Margaret . David hesitates for a split second then takes a bite of the apple . Rain

George heads home with his briefcase in hand whistling a happy tune . He smiles at Mr. Simpson and swings the attache case as he turns and heads up his front walk .

George opens the door and sets the briefcase by the stairs like he always does . He hangs his hat on the hatrack , his coat on the coatrack , and beams as he hollers his nightly greeting :There is no response , just a BOOMING CLAP OF THUNDER . He looks a little perplexed but smiles as he calls out again :

Betty sits in a corner of the shop , next to the gray bowl of fruit . She holds her head to the side , sitting gracefully with her chin in the air . Mr. Johnson sits behind his easel , painting her portrait from a few feet away . Betty looks radiant with no trace of the makeup , the warm PINK OF HER FLESH TONES lit softly by a bare forty watt bulb . CLOSER She looks over at Mr. Johnson when they hear the BOOMING CLAP OF THUNDER . Each of them freezes . There is ANOTHER , LOUDER BOOM . ANGLE . WINDOW The `` Cubist Snow scene '' lights up brightly , illuminated by the sudden flash of lightning behind it . Betty leaps up from the chair and crosses to the window looking out .Betty looks back at Mr. Johnson and suddenly sees the painting . She flinches for a second . Her eyes go wide . REVERSE ANGLE . INCLUDING THE PAINTING It is cubist -LRB- like the rest of his recent work -RRB- but that is n't the shocking part . Even though she sits in front of him fully clothed , Mr. Johnson has painted a beautiful , sensual nude . Betty just stares at the canvas , stunned to see herself revealed like that . The COLORS are all hot pinks and oranges and yellows - like some Fauvist celebration of summertime . There is another even LOUDER PEEL OF THUNDER . WIDER . BETTY AND MR. JOHNSON She looks over at Mr. Johnson and he glances down . After a moment or two he looks back at her , but she does n't turn to run . Betty just stares at him , then without even realizing it , moves slightly closer .

David and Margaret are locked in a deep passionate kiss . At first they do n't separate when they hear the BOOMING CLAP OF THUNDER . It is only when they hear the SECOND ONE and the RAIN starts to fall , that Margaret pulls back and looks up in the sky .ANGLE . DAVID He is still in an amorous daze and does n't even feel the increasing rain . It starts to pound harder and Margaret looks to him in terror .She looks at him frightened . David smiles .He puts his jacket around her and starts to lead her up the grassy slope . A dozen other couples go scurrying up the bank , looking in terror at the water falling from the sky .He goes fishing around the boot of the car , looking for the catch to release it . David leans into the back seat fishing around as the rain starts to pound harder .He looks back at her . No top either . David smiles , drenched in rain and puts his arm around Margaret who is starting to shiver .ACROSS THE POND . He leads her back to a thicket of bushes where several of the kids are clustered together . They look at one another , terrified , as they huddle for shelter beneath the ledge of an overhanging rock .

She stands at the window looking out at the driving rain . Jennifer still holds the D.H. Lawrence book in her hand . There is a huge flash of lightning and another clap of thunder .She flops back down on the bed and continues to read .

George wanders through the empty and darkened house completely perplexed and utterly disoriented . He looks around for his family , but all he can find are the darkened rooms and the sound of the driving storm .

He still ca n't find her as he crosses into the KITCHEN . The lights are dark there as well and he looks around confused .He sniffs a couple of times but there are no familiar cooking smells . George crosses to the stove .

George comes reeling out of the kitchen into the foyer . He slams his shin on the coatrack but keeps on going .

It 's really blowing now . The rain is coming down in heavy sheets , being swirled and driven by the wind . The front door opens and George wanders out onto the front porch , still dressed in his shirtsleeves .ON GEORGE He stumbles down the front walk in a state of complete confusion . The rain pounds against his body and within seconds his shirt is soaked through to the skin .

He keeps stumbling through the torrent . George reels down Elm Street screaming skyward in the distance .SERIES OF SHOTS . FOLLOWING GEORGE . He turns on Main Street and goes reeling past the insurance agency where he works . George howls into the wind and he passes the hardware store , the gas station , the bakery . Finally he pauses outside the barbershop . It 's empty as well with the spinning barber pole being buffeted by the rain . George lowers his arms and just stares into the darkened shop . His voice grows quieter : bewildered and shivering .He wraps his arms around himself and shivers on the sidewalk . A question of values

The regular occupants of the barber shop spread out across three lanes . Each wears a Pleasantville bowling shirt , sponsored by one of Big Bob 's businesses . The NOISE from the crashing pins is deafening and there are n't any windows so the storm has gone unnoticed . ANGLE . BIG BOB . He picks up a 7 - 10 split and claps his hands in delight . He starts to cross back to the scorer 's table when he looks up and suddenly stops . REVERSE ANGLE . HIS POV George is standing in the doorway to the bowling alley cold and shivering . His shirt is soaked through to the skin . His hair is drenched and dripping .He does n't answer . George clutches his body and keeps shivering . WIDER . The men stop bowling and rush to George 's side . He blinks a couple of times , still soaked to the bone .George nods . Bob rushes to the glass door of the bowling alley and sees the driving storm . A huge fork of lightning lights up the sky .George shivers and Bobs leads him over to one of the benches and guides him into the seat .The men all nod in recognition .A MURMUR goes through the men .They all GASP .The men nod and lean forward . George shakes his head .A LOUDER MURMUR moves through the crowd . George lowers his head and just shakes it from side to side . Big Bob moves up and puts a hand on his shoulder .They murmur again . Bob gathers a little steam .He turns to one of the men in front .Burt glances around then slowly unzips his windbreaker . He lowers the jacket to reveal a HUGE BURN mark on the back in the shape of a STEAM IRON . There are MURMURS .She was just `` thinking '' . There are more MURMURS .There are nods of agreement .Bob smiles and places a reassuring hand on George 's shoulder . Caught in the storm CLOSE UP . A BRIGHT RED ROSE . Drops of moisture cling to the petals as it GLEAMS BRILLIANT RED IN THE MORNING SUN . AERIAL SHOT . PLEASANTVILLE . The rain is gone now . The town glistens in the sunlight complete with a huge RAINBOW arching across the sky . Literally all the COLORS IN THE RAINBOW shine against the black and white of the town . It looks like a greeting card .

Betty and Mr. Johnson are asleep in the booth , lying in each other 's arms . Sunlight streams in through the window , warming Mr. Johnson 's face which has now turned to color . He opens his eyes and looks outside .

She has passed out on her bed with her book on her chest . Jennifer 's hair is still tied in a bun and she still wears Mary Sue 's glasses , but her face has returned to its rosy pink hue . She blinks open her eyes , feeling the sunlight , and looks out the window .

Birds are chirping . David and Margaret also lie asleep in each other 's arms , beneath the shelter of the rocky overhang . Margaret lifts up and sees the vista . She has turned to color as well . CLOSE UP . MILK BOTTLES . They jingle happily in their metal carrier , just as they did before . The CAMERA WIDENS out to REVEAL Elm Street in all its idyllic glory , with one notable exception : In the foreground is the trunk of a tree with a hastily scrawled public notice tacked to the bark : TOWN MEETING TONIGHT ALL `` TRUE '' CITIZENS OF PLEASANTVILLE

George and Betty stand face to face in their suburban kitchen . He is black and white . She is in full color .Betty turns - glances out the window .She turns to face him . George flinches slightly .George 's eyes widen . It 's a watershed moment .He suddenly squares back his shoulders and puffs out his chest .His expression leaves as quickly as it came . Betty moves closer to him .George 's eyes widen .She turns and starts out the kitchen door when George calls after her .And she closes the door behind her .

David and Margaret stand beneath the big Elm tree outside Margaret 's house : a statue of two young lovers . The meeting across town seems a million miles away . Margaret holds a beautiful new umbrella tied with a bright red bow .Margaret gives him a little giggle then opens the umbrella . She puts it back on her shoulder and turns a series of pirouettes - like her own kind of rain dance . Margaret points her face up to the sky as if she is being showered by a summer storm . All at once a pair of HEADLIGHTS round the corner . WIDER David grabs the umbrella and closes it quickly . Margaret looks to the street as the convertible slows to a crawl and two TEENAGE BOYS , WHITEY AND PETE , pull up beside them . They are clean cut with BLACK AND WHITE faces .The two boys smile at each other for no good reason . It 's scary and arrogant .He points to an ARMBAND that has some sort of Chamber of Commerce seal on it . Whitey leans out of the car and leers .Margaret literally flinches . The boys share a PEEL OF LAUGHTER AND SNORT AT EACH OTHER . David puts an arm around her and pulls her close .He guns the engine as if to leave , then pauses and turns toward Margaret .They share another CHORTLE as Whitey guns the car and peels out with a SCREECH . Margaret 's lip starts to quiver and David holds her tighter .

Oh. We're s ` posed to go out and let everybody know about it. See.

I thought maybe it was cause you were too busy entertaining your colored girlfriend.

You know Margaret, you can come over and bake those Oatmeal cookies for me anytime you want to.

The Chamber of Commerce insignia hangs over the entrance to the building .

The chamber of commerce meeting is in full swing . Various citizens are on their feet , screaming from the audience .CLOSE UP . GEORGE . He sits up on the stage in an honored position right behind Bob . George wears the new silver `` handshake '' PIN in his lapel : it 's first official flight . He sits stoicly upright with the sense of sobriety that only a shiny new pin can give you .SHOT . BOB . Bob lifts his hands in the air . The crowd quiets down a bit .There is a loud murmur and nod of agreement .A lovely shade of blue

Mr. Johnson has scrubbed the snow scene from the window and stares with his palette at a blank pane of glass . There is a knock at the door . WIDER . Mr. Johnson puts down the paints and crosses to open it . Betty is standing in the doorway clutching her purse and a `` Lady Samsonite Weekender '' bag . She stares up into his eyes .

First rays of sunlight peek over the roofs of buildings . FULL SHOT . SHOP WINDOW . MORNING . Mr. Simpson opens up the hardware store like he does every morning , only today there is a slight difference . He swings open the door , puts out the rakes and shovels , then sets a newly handwritten sign clearly in the front window : `` NO COLOREDS '' SERIES OF SHOTS . SHOP WINDOWS . As the businesses are opened on Main Street , more and more `` NO COLOREDS '' signs appear in the windows : next to the donuts . by fishing poles . beside the stationery supplies . Everything else looks frighteningly the same .

Joey Anderson , the local paper boy , is finishing his morning rounds . He reaches in his bag and tosses left toward the bakery . Then he throws right toward the post office . Then he turns left toward the soda shop , does a double take and slams into a trash can . WIDER . SODA SHOP . Where Mr. Johnson had once painted his cubist snow scene , there is a brand new painting that is n't cubist at all . A NUDE version of Betty graces the shop window - painted in curving sensual brush strokes . Joey stops his bike and just stares in amazement . He gets up and rides away as fast as he possibly can .

David is in a happy daze , wandering up Main Street and does n't even notice the crowd gathered outside Mr. Johnson 's soda shop . After a moment or two , he glances up and sees the window . CLOSER . DAVID His eyes go wide . The murmur of the crowd grows louder as stray derisive comments rise above the noise . David glances from the nude in window to the growing angry mob .

David goes tearing through the business district looking for any sign of his `` mother . '' He glances in the flower shop . toward the green grocer . David is just about to turn on Elm street when a booming voice seems to come from the sky .David stops and looks to his right . There , in the window of the Philco TV store , are twenty screens of various sizes displaying the image of the TV Repairman .The sound reverberates like God Himself . David ducks inside the store , slamming the door behind him .

There are fifty screens . David glances around , not sure where to look .SHOT . TV SCREEN . All at once a box appears in the upper right hand corner of the screen containing the image of David and Margaret at Lover 's Lane . The VIDEOTAPE rolls forward as she extends the BRIGHT RED APPLE . David hesitates , then takes it , then puts it to his mouth and takes a bite .The image of David biting the apple PLAYS BACKWARDS AND FORWARDS like some football instant replay .WIDER . David just stares at the repeated images of TV Repairman on the TV screens .He lunges toward the screen and slams his hand against the `` barrier . ''

David bolts from the store , breathless and terrified . He glances at the shop windows with their `` NO COLOREDS '' signs prominently displayed . In the distance he hears shouting . David rounds the corner onto Main Street and sees a crowd at the other end . He stops and stares at them . DIFFERENT ANGLE . The crowd is moving toward him . A woman walks in front of a group of young men who circle around her , taunting and harassing her . A moment later David can make out the face : BETTY clutches her handbag to her chest while the crowd circles her like a pack of dogs . CLOSER . BETTY The ROSY HUE of her face stands out in stark relief to the black and white faces around her . Betty holds her head high with dignity -LRB- and fear -RRB- while the ugly epithets overlap one another : `` Oooh - let 's see the rest of you . Let 's see what 's under that nice blue dress . Bet she 's even pinker than her picture . '' One of the boys yanks at Betty 's skirt and she quickens her pace . Just at that moment the boy is shoved to the ground . WIDER . David shields his `` mother '' as he shoves one of the boys into the dirt . The kid gets up but David punches him hard in the side of the jaw and the rest of them just stare . -LRB- Violence is as new as anything else and it seems to freeze the moment . -RRB- David steps in front of his `` mother '' with both fists clenched .He plants his back foot primed for action . The crowd of black and white thugs just stares at it .ANGLE . CROWD They look at him warily . The boy reaches up and feels the side of his mouth where a trickle of RED BLOOD is running down his chin . He looks at his finger in horror and starts backing away .They back away further and David takes a threatening step . The boys turn and run as he turns back to face his `` mother . '' DIFFERENT ANGLE . BETTY . -LRB- OVER DAVID 'S SHOULDER -RRB- David moves up to her gently .She nods , still clutching her purse to her chest . David reaches out and touches her cheek when suddenly her eyes go wide .CLOSER . STILL OVER DAVID 'S SHOULDER Betty reaches into her purse and pulls out her compact . She opens it , and holds it up to David , showing him the reflected image of his own face . AT LAST HE HAS TURNED TO COLOR . REVERSE ANGLE . DAVID He holds the mirror staring at his own reflection . The courage which transformed him only seems to grow . They look at each other , both in color now , when David puts a gentle arm around her shoulder .He begins to lead her up toward the corner . Code of conduct FULL SHOT . SODA SHOP WINDOW . DAY . A larger crowd of hooligans has now gathered around the nude painting of Betty in the window . The jeers and cat calls are even louder . The `` closed '' sign still sits in the doorway . After a beat or two , a HUGE BRICK SHATTERS THE GLASS . WIDER A big CHEER goes up from the crowd . Drunk on adrenaline , the fever builds and ANOTHER BRICK SMASHES THE WINDOW . In an instant , Mr. Johnson 's `` canvas '' is totally destroyed . The CHEERING grows louder . Almost by osmosis , the crowd rushes the building together . The door is kicked in and they stream into the place . Soon all that can be heard is the weird SOUND OF LAUGHTER AND BROKEN GLASS .

It is an orgy of destruction . Stools are hurled - tables ripped out . The cash register is turned over . Two boys kick in the front of the juke box .

David and Betty round the corner to find the Soda Shop being destroyed . They stand at the far side of the intersection watching the carnage as the crowd continues to run amok . After a moment or two , there are some more HOOTS as MARGARET comes running toward them with the front of her blouse ripped open .He takes her in his arms and Margaret starts to sob . David strokes her hair .

They all ride in George 's convertible up the twisting turning road . It has turned completely PINK with the dogwood petals . David winds up the trail , in the fading light , looking for refuge . All at once , he slams on the brakes . THEIR POV : LOVER 'S LANE THROUGH THE WINDSHIELD A phalanx of BLACK AND WHITE THUGS have created a roadblock across the entrance . It is a weird incongruous image ; the black and white barrier in the foreground with the lush green pond beyond . They have turned their cars sideways across the road . They hold axe - handles in their hands .

Darkness has fallen and the streetlamps have come on . Some debris is scattered around the street and distant sounds of the mob still fill the air . David rolls back into town with the headlights off . CLOSER . CAR .They head down Main St. and turn the corner on Walnut . All at once , a weird ORANGE LIGHT bathes the car . REVERSE ANGLE . THEIR POV A BONFIRE has been lit in the middle of the street between the library and the barber shop . Twenty to thirty people are gathered around it still whooping and hollering as the bright ORANGE FLAMES shoot into the air . ANGLE . CAR . David pulls over by the curb , and their eyes go wide . REVERSE ANGLE . From closer up , it becomes clear what they 're burning . Huge piles of library books have been dumped onto the sidewalk , waiting their turn on the pyre . There is a strange celebratory atmosphere as they chuck book after book on the flames , with the glee of a teenager tossing a firecracker . David sees something and bolts from the car .ANGLE . SIDE OF THE BONFIRE . Jennifer is locked in some strange wrestling match with Skip . He clutches a book over her head while she tugs at his wrist trying to stop him from throwing it on the fire .Jennifer wrestles with him for a couple of seconds and then suddenly kicks Skip in the groin . He doubles over in agony when Jennifer snatches the book and bolts in the other direction . DIFFERENT ANGLE . STREET . She sprints up the street and is just passing the barber shop when David steps out of the shadows .WIDE SHOT . SODA SHOP . OTHER SIDE OF MAIN STREET The crowd has moved on and all that is left is the dark wreckage of the soda shop . Several stools lie out in the street and shards of brightly painted glass are scattered around the sidewalk . It is eerily quiet . WIDER . David , Betty , Jennifer and Margaret sit silently in the car , across the street with the lights off . He unlatches the door handle and gets out slowly . The rest of them follow him into the empty street as they move silently toward the soda shop , like some platoon on patrol . REVERSE ANGLE . As they get closer , more of the wreckage comes into view . Half a booth . a soda spigot . After a moment or two Jennifer looks up and gasps . CLOSER Several teenagers step out of the shadows . They have scraped faces and ripped clothing - the signs . Most are dazed and ALL OF THEM ARE IN COLOR . After a second or two , more appear : Betty Jean . Peggy Jane . Lisa Anne and her boyfriend . Will , the boy who was reading Huck Finn . Tommy . ANGLE . DAVID The kids turn to him as if he has some kind of answer . Of course he does n't . The sounds of the Mob still carry through the air from somewhere off in the distance .

The place is just sad . All the remnants of what they had are strewn around the floor . The jukebox is turned over . The stools are ripped out of the floor . Betty looks over at the corner where he painted her . The easel is smashed to bits . ANGLE BETTY She brings a knuckle to her lip and David puts an arm around her and draws her close . After a moment or two they HEAR a weird SCRAPING sound .The SCRAPING SOUND stops . They all look to the open door and after a second or two , Mr. Johnson appears holding a broom and dustpan .Betty runs across and throws her arms around him . The teenagers watch as she holds him tight .Betty stifles a sob as he strokes her hair . No one says anything while they just embrace for a moment . Finally .

Big Bob stands at the podium addressing a packed house . The atmosphere is odd : somewhere between a bake - off and a lynching . People sit in the aisles and in the window sills . Bob points his finger .The crowd quiets a bit . He leans over the lectern .His tone grows softer - more concerned .ANGLE . CROWD . They murmur and nod .

It is still ablaze with books . Bob continues to READ in VOICE OVER . SHOT . FIRETRUCK . The same fireman who learned to use the hose before can barely contain his excitement as he gets to open the valve and extinguish the raging bonfire .SERIES OF SHOTS . LAMPPOSTS . The CODE OF CONDUCT is nailed to lampposts and tree trunks in rapid succession . It is plastered on walls and in shop windows .

Debris is still strewn around the street . A dim light emanates from inside .

It looks like a scene from the French Revolution . Ten to fifteen kids huddle behind the barricade while David reads the code of conduct out loud by flashlight .David just looks at her then continues .This sends a murmur amongst the kids .David holds up his hand .David looks over at Mr. Johnson who just winces slightly . Betty clutches his hand .David lowers the paper . DIFFERENT ANGLE . It is SILENT in the soda shop . Everyone sits motionless for a moment or two , letting the decree sink in . David just stares down at the piece of paper in his hand with a weird kind of sadness . Off in the corner , however , one of the boys has been fiddling with the jukebox and has n't paid any attention to what was being read . All of a sudden , his voice rings from the corner .He hits a button and BUDDY HOLLY 's voice fills the soda shop . RAVE ON blares at almost top volume recalling a more festive time .The boy looks back at her .He flinches and pulls the plug from the wall . The jukebox winds down with a groan as the electricity drains out of it . David looks at the kids then suddenly speaks in a calm clear tone .He walks across the soda shop and plugs it back in . The kids watch spellbound at this personal display of defiance . WIDER SHOT . SODA SHOP . Buddy Holly 's voice fills the Soda Shop but it has a suddenly different meaning . All the kids listen spellbound , as if to an anthem , while the Rock and Roll lives up to its rebellious reputation .Jennifer looks over at her brother with pride . Betty puts an arm around Mr. Johnson , feeling a little stronger - a little safer . The kids seem to relax a bit , and even if they do n't feel totally reassured , at least they do n't feel ashamed . Twenty `` colored '' faces listen as Buddy Holly tells them RAVE ON . David stands beside the jukebox like a captain at the helm of his ship .

Well all the things that you say and do Make me want to be with you - oo - oo.

The little things that you say and do Make we want to be with you - oo - oo. RAVE ON! It's a crazy feeling. RAVE ON! It's got me reelin'.

The Fire Department is cleaning up the charred remains of the bonfire . Civil disobedience

The kids sleep on the floor . Betty is asleep in one of the booths . David and Margaret sleep next to the juke box with Margaret curled up against his chest . David opens his eyes . REVERSE ANGLE . HIS POV Mr. Johnson is standing in the middle of the shop , staring at the large piece of plywood where his window used to be . He just gazes at the thing as if he could look through it . There 's a faraway look in his eye . SHOT . DAVID He rises carefully from the booth , without waking Margaret . David crosses over to Mr. Johnson and speaks in a whisper .CLOSE UP . DAVID He just nods . David glances down at the table next to him . He picks up one of the brightly painted shards of glass and just looks at it . It 's orange and pink and yellow . David thinks for a second .

The same paper boy who rode into the trash can , peddles down Main Street tossing his papers toward the curb . He throws right toward the post office , then left toward the hardware store , then right toward the bakery , then finally looks up . CLOSER This time the boy slams into a trash can . He tumbles off his bike and stares straight ahead in disbelief . HIS POV . TOWN HALL . Two men sleep at the base of the wall next to a clutter of paint cans . Above them , however , is painted A VIVID ALMOST UTOPIAN MURAL OF THE TOWN OF PLEASANTVILLE in LIVING COLOR . Instead of being drab , the place literally gleams with life . The post office turns out to be a RICH RED BRICK . The sky shines in vibrant BLUE . It is a rendering of what the town could look like . David and Mr. Johnson sleep soundly next to their own signatures . ANGLE . PAPER BOY . He turns around and rides and away as fast as he can . CLOSE UP . DAVID AND MR. JOHNSON . David opens his eyes . Mr. Johnson stirs a moment later . They look straight in front of them . THEIR POV A small crowd has gathered gawking at the brilliant colors revealed in front of them . There is a growing BUZZ in the air . ANGLE . DAVID . He smiles slightly as the BUZZ gets louder . HIS POV -LRB- TIME CUT -RRB- The crowd has grown , as has the noise . A good portion of Pleasantville stares at the massive mural plastered across the police station . All at once , Big Bob fights his way through the front of the crowd . MEDIUM SHOT . DAVID AND MR. JOHNSON They sit upright in front of their creation proud , difficult . The NOISE of the crowd grows even LOUDER . The bright colors glisten in the sunshine .

A group of `` colored '' kids hangs out by the police station . They stare off in the distance , at the orange light glowing from David 's jail cell .

CLOSE UP - NEWSPAPER A large advertisement on the back page reads : `` TOMORROW ! TOWN HALL 10 AM ! PLEASANTVILLE 'S VERY FIRST TRIAL EVER ! '' It depicts a cheery judge holding up his gavel with a smile . David lowers the paper and looks around his new surroundings . The trial REVERSE ANGLE . JAIL CELL . The place has never been used so there is still plastic wrapping on all the sheets and pillow cases . He ca n't help smiling . David hears the jingling of keys . SHOT . POLICE CHIEF . He approaches David 's cell from the other direction and knocks gently on the bars . David turns around .He sits upright on the bunk trying to think who it could be . After a moment , he hears the sound of the key turning in the lock .REVERSE ANGLE . George enters the cell carrying his jacket and a small brown paper bag . He glances around the cell . It 's a weird new experience .David glances inside - pulls out a small glass jar .George nods and takes a deep breath . He fidgets a little .David just looks at him . George stares straight across the cell .David nods . His `` dad '' stares right at him .David just stares .He heaves an exhausted sigh and just stares straight ahead on the cot . He glances at the jar of olives .George nods emphatically . He takes the olives pries off the lid .David smiles . George wolves down three more olives , then suddenly pauses .CLOSE UP GEORGE He turns and looks right at David . There 's a stunned expression on his face .CLOSE UP . DAVID It hits him as well - as if he 's heard the words for the first time .MOVING CLOSER ON DAVIDWIDER George straight ahead , stunned . A couple of seconds go by .David looks down at his own skin . It 's a bright rosy color . He smiles .WIDE They sit quietly in the cell for a moment . Finally , George jerks himself out of it .Several seconds go by .He rises from the bunk and puts on his jacket . All at once the stark image of the black and white armband fills the room . David stares at the `` two shaking hands '' . George glances down at it as well .David extends the jar of olives to his `` father '' who looks down at them .He takes the jar then turns and leaves the cell . David watches him head down the hall , before glancing back at his window . David rises and crosses to it peering out of the bars .

A large `` HANDSHAKE '' BANNER is unfurled on Town Hall as the NOISE continues . SERIES OF SHOTS - NIGHT -LRB- QUICK CUTS -RRB- More BANNERS roll open . On the library and the police station . The NOISE OF THE CROWD GROWS TO A ROAR .

TIME LAPSE . Dawn comes on quickly as the TOWN HALL is suddenly bathed in sunlight .

It is DRAPED IN `` HANDSHAKES '' . People begin to stream toward the front of the TOWN HALL as a GAVEL BANGS THREE TIMES .

You are charged with descration of a public building and the intentional use of prohibited paint colors in violation of The Pleasantville Code of Conduct and `` Laws of Common Decency.''

Do you admit that on the night of May 1 you did consciously and willfully apply the following FORBIDDEN paint colors to the North Wall of the Pleasantville Police Station :.

Red, Pink, Vermilion, Puce, Chartreuse, Umber, Blue, Aqua, Ox Blood, Green, Peach, Crimson, Yellow, Olive and Magenta.

The place has been transformed from meeting hall to courtroom . The huge Chamber Of Commerce symbol still adorns the back wall , but instead of the podium , there is now a judge 's bench . Big Bob sits several feet above the proceedings finally living up to his name . He reads from the indictment .REVERSE ANGLE . ROOM . David and Mrs. Johnson sit alone at a table in the middle of the room . The `` Jury '' lines either side of the chamber like some weird image from the Spanish Inquisition . There is a Black and White section on the ground floor and a `` colored '' section above . Franz Kafka meets `` Inherit the Wind . ''He looks directly at them for the first time .SHOT . DEFENSE TABLE . Mr. Johnson just looks at David , confused and terrified .There is a murmur in the courtroom . David continues .He suddenly turns toward George .SHOT . BETTY . She sits gracefully at the railing of the `` colored '' section looking down at the trial .SHOT . GEORGE . Slowly , almost imperceptibly he nods . A single tear rolls down his cheek . As it traces the side of his face it leaves a long trail of COLOR behind it .He nods again and it all comes out . Betty smiles at him through her tears . Even Mr. Johnson smiles as well .David motions behind him to the black and white section . There are now ten to fifteen `` colored '' faces .

He crosses to the bench looking right up at Big Bob . He leans over the bench and gets right up in his face .Big Bob starts to tremble . He shakes with rage as David moves closer .Big Bob looks at David and starts to tremble . It starts around the base of his neck , spreads quickly up the rest of his head . After a moment or two , Big Bob has gone completely RED IN THE FACE . WIDER A gasp goes through the courtroom . David looks at him and just smiles . The crowd reaction turns almost to a ROAR as Big Bob sits there confused . ANGLE . GALLERY Betty leans over the rail .He looks up as she tosses him a compact makeup mirror . David understands immediately and smiles at her . ANGLE . DAVID He crosses to the bench and opens the compact . David holds it right up to Big Bob , putting him face to face with him own , ruddy reflection . Bob stares in horror at the mirror then looks down at his bright pink hands . He freezes for an instant , then bolts from the bench fleeing the courtroom . ANGLE . DOORWAY . As Big Bob flees , he flings open the doors to the courtroom revealing an amazing sight : the TOWN SQUARE GLISTENS IN LIVING COLOR . The huge lawn is a rich deep green . The sky is a dense opaque blue . Dozens of spectators bolt from their seats and rush to the doorway as the crowd moves outside .

All the birds are really chirping . Red Brick , Yellow cars , Green hats . The barber pole in front of Gus ' has finally turned to red , white and blue - he ca n't help smiling . David walks out into the sunlight and stares in wonder at his creation . The whole town is washed in joy . WIDER . Margaret comes up and throws her arms around him . They meet in a rich passionate kiss -LRB- in direct defiance of the code of conduct -RRB- . Several people around them actually clap , like spectators at a wedding . Jennifer moves up next to them and looks at her brother making out .David turns and looks at her . Both of them laugh . Then he glances across the street and pauses for a moment . David turns and starts down the steps of the town hall . FOLLOWING DAVID He moves across the street to the small row of shops on the other side . He stops and stares in the window of Philco TV store . Farewell HIS POV . NORM 'S TV STORE . There , on the screens that once held TV Repairman is a late fifties travelogue showing a world of possibilities : The Eiffel Tower , the Leaning Tower of Pisa , Hong Kong , Egypt , the blue shores of Hawaii . All of them are vividly real and all are in living color . SHOT . DAVID It 's over now . He stands for a moment and just stares . A quiet smile spreads across his face .

It is a lush green park now - the birds have something to sing about . Betty sits on a park bench next to her George . They look out across the square at Main Street in the distance . There 's a breeze .She reaches over and takes his hand . George looks at his wife . CLOSER The CAMERA PANS from HIS CLOSE UP TO HERS as she takes a deep breath .She looks back at him . The CAMERA PANS back but instead of George sitting on the bench beside her , it is MR. JOHNSON .Betty leans against him . Mr. Johnson puts an arm around her and kisses her gently on the forehead .

David and Jennifer stand together on the edge of town . She clutches a valise in her hand . He holds the remote control .WIDER . They stand on the edge of town -LRB- which finally has an edge . -RRB- A large sign says : `` Springfield 12 miles '' and for the first time , the end of Main Street is no longer the beginning . Jennifer is dressed in Mary Sue 's clothes with a little bit of style thrown in . Rich fields of wheat spread out in the distance . JENNIFER Besides . You think there 's like a chance I 'm gon na get into college back there ?They both smile .He pauses and looks at her .David smiles . Never been called cool before . They suddenly hear the SOUND of a motor and look to their left . A huge Greyhound bus lumbers up the highway , pulling to a halt at the sign . The doors open beckoning her in . Jennifer smiles at her brother , then turns toward the door .

In glorious color now . The CAMERA begins to push up the walkway one last time .

She throws her arms and clings onto him , like a farewell at the train platform . Margaret clings onto him for several seconds , then finally lets go . She hands him a brown paper lunch bag .He starts to look in the bag .WIDER Betty is standing in the doorway with a letterman 's sweater draped over her arm . She shares a glance with Margaret then crosses down to David .She looks up at him and their eyes lock . Betty unfolds the sweater .She drapes it around his shoulders and fusses with the collar . Betty arranges his clothes for a second or two , then finally throws her arms round his neck .She hugs him tigher and whispers something in his ear .She clings on tight for a second or two then lets go . Betty flicks away a tear and draws a deep breath .She steps back and looks at him . David glances down at the remote .Betty and Margaret cross toward the corner of the room . David points the remote at the TV .

All the ersatz Spanish houses stretch out toward infinity . A WESTEC security patrol cruises by them at a crawl .

He stands in the middle of the living room looking at his new/old surroundings . Everything is the same as it was : The black onyx coffee table , the sleek white Berber rug - black tile in the entry and the stark white walls . David glances around the room still clutching the remote control in his hand . The only sound comes from the TV .David smiles and reaches forward shutting off the TV . A sudden smile descends on him . He stands there , in the silence for a moment , when a strange SOUND comes from the kitchen . FOLLOWING DAVID He crosses toward the noise and after a moment it becomes clear : the unmistakable sound of a woman sniffling . HIS POV . KITCHEN . David stops in the doorway and stares . There are four Louis Vuitton bags next to the kitchen table . His mother -LRB- his real mother -RRB- faces away from him , still in spandex jogging clothes .She turns back to him . There 's a tissue in her hand .She trembles slightly and stifles a cry . David crosses to the kitchen table .She starts to cry all over again . David 's Mom shakes her head trying to draw a deep breath .He nods .She starts to cry again .She chokes back a sob and wipes away a tear . There is mascara all over her cheek .He takes a tissue from the box on the kitchen table and -LRB- aware of the parallel -RRB- begins to wipe the smeared makeup from her face . She glances at her reflection in the shiny black oven .He continues to clean his mother 's face as she looks at him with a strange new expression .He stops for a second and smiles to himself .EXTREME WIDE ANGLE . They sit alone in the half lit kitchen surrounded by her suitcases . David , carefully , gently continues to wipe the smeared makeup off her face as the MUSIC builds . Across the universe SERIES OF SHOTS . PLEASANTVILLE . FULL COLOR -LRB- END CREDITS -RRB- The MUSIC CONTINUES -LRB- Frank Sinatra : Vo - La - Ray -RRB- as the town explodes to life in rich , drunk , saturated color . The most mundane pieces of daily living acquire a weird new meaning in their reds , and greens and yellows : A tire is changed . a grapefruit gets smelled . a lawn is watered . The CREDITS ROLL .

Well that concludes the first hour of the Pleasantville Marathon ; boy was that a weird episode. Do n't forget folks, we go all night long till noon tomorrow.

A NAKED LIGHTBULB SPARKS TO LIFE . It dangles from the ceiling of a basement . LIGHT , QUICK FOOTSTEPS AS ANNA CROWE moves down the stairs . Anna is the rare combination of beauty and innocence . She stands in the chilly basement in an elegant summer dress that outlines her slender body . Her gentle eyes move across the empty room and come to rest on a rack of wine bottles covering one entire wall . She walks to the bottles . Her fingertips slide over the labels . She stops when she finds just the right one . A tiny smile as she slides it out . Anna turns to leave . Stops . She stares at the shadowy basement . It 's an unsettling place . She stands very still and watches her breath form a TINY CLOUD IN THE COLD AIR . She 's visibly uncomfortable . Anna Crowe moves for the staircase in a hurry . Each step faster than the next . She climbs out of the basement in another burst of LIGHT , QUICK FOOTSTEPS . WE HEAR HER HIT THE LIGHT SWITCH . THE LIGHTBULB DIES . DRIPPING BLACK DEVOURS THE ROOM .

Two place settings are arranged on the living room coffee table . Take - out Chinese food sits half eaten on good china . An empty bottle of red wine sits between boxes of Chinese food . Anna arrives with the backup bottle and is now wearing a sweater . She hands a collegiate rowing team sweatshirt to Malcolm .MALCOLM CROWE sits on the floor at the coffee table , his vest and tie on the sofa behind him . A jacket and an overcoat lay on a brirfcase next to him . Malcolm is in his thirties with thick , wavy hair and striking , intelligent eyes that squint from years of intense study . His charming , easy - going smile spreads across his face . He points .Malcolm points to the HUGE FRAMED CERTIFICATE propped up on a dining room chair . It 's printed on aged parchment - type paper . The frame is a polished mahogany . He slips on the sweatshirt .Anna hands the backup bottle over to Malcolm .Malcolm uncorks the wine and starts pouring in the empty glass .Anna giggles . She 's clearly buzzed herself . Malcolm does n't get it . Anna takes a few calming sips of her wine . Her attention slowly moves to the framed certificate .Anna ignores Malcolm and clears her throat . She leans forward her seat and reads the certificate out loud as Malcolm tries to tickle her .Beat . The power of the words sobers the two of them .Anna turns to Malcolm . He smiles .Anna 's expression becomes serious .She just keeps staring . Beat .Beat .Malcolm plays softly with her face . Anna takes his hands and holds them steady .Anna lets go of his hands . Anna 's eyes are emotional . Malcolm smiles softly .Anna leans towards him . They hold each other tight . Beat .Anna laughs as she wipes her eyes .Malcolm 's charming , easy - going smile returns .Anna hands him his glass . He stares at it .Malcolm looks at Anna surprised at what he said . They crack up laughing . THEIR SWEET LAUGHTER FILLS THE HOUSE .

I've never told you. but you sound a little like Dr. Seuss when you're drunk.

Mahogany. I'd say that cost at least a couple hundred. Maybe three.

In recognition for his outstanding achievement in the field of child psychology, his dedication to his work, and his continuing efforts to improve the quality of life for countless children and their families, the City of Philadelphia proudly bestows upon its son Dr. Malcolm Crowe. That's you. the Mayor's Citation for Professional Excellence.

It's not real, Anna. Some secretary wrote that up. Do n't tell me you thought it was real?

This is an important night for us. Finally someone is recognizing the sacrifices you made. That you have put everything second, including me, for those families they're talking about.

They're also saying that my husband has a gift. Not an ordinary gift that allows him to hit a ball over a fence. Or a gift that lets him produce beautiful images on a canvas. Your gift teaches children how to be strong in situations where most adults would piss on themselves.

Nothing. There was n't supposed to be any crying at this celebration. Just a lot of drinking and sex.

I trust you. Besides, I do n't know if I'm up for the Amish today. You ca n't curse or spit or anything around them.

You know that's probably not the best idea. I'll just wait to see them in the store.

It's Edwardian. Beautifully worked. Entirely platinum with a mine cut diamond and an actual color Burmese Sapphire. It's timeless.

When I touch this piece I feel a longing. I imagine the woman who owned this, loved a man deeply she could n't be with.

A lot of the pieces in this store give me feelings. I think maybe when people own things and then they pass away - a part of themselves gets printed on those things - like fingerprints.

You just walked out. You're probably on your way home. I'm leaving this message. I just did n't get to say what I meant.

I know you're confused. It's just. I'm not prepared to do this, Sean.

I do n't want to be ashamed of that. I do n't want to have to make excuses for that.

And I wanted to tell you. I bought your present wholesale from a friend. I did n't even pay tax on it. You do n't need someone cheap like that.

By the way, it's a non - refundable item, it's scratched on the bottom.

This is forty - seven Locust Street. You have broken a window and entered a private residence. Do you understand what I'm saying?

There are no needles or prescription drugs of any kind in this house.

I do remember you, Vincent. You were a good kid. Very smart. Quiet. Compassionate. Unusually compassionate.

Vincent. I'm sorry I did n't help you. I can try to help you now.

My name is Dr. Malcolm Crowe. I was supposed to meet you today. Sorry I missed our appointment.

Do you mind if I sit down? I have this injury from a couple of years ago and it flares up every once in a while just so I wo n't forget it.

What was that you were saying before with your soldiers? Day pro fun.

In olden times, in Europe, people used to hide in churches. Claim sanctuary.

Oh, lots of things, I suppose. Bad people for one. People who wanted to imprison them. Hurt them.

I work with young people who might be sad or upset or just want to talk. I try to help them figure things out.

Thank you. It was a long time ago. I've kind of been retired for a while.

Here's the game. I'll read your mind. If what I say is right, you take a step forwards the chair. If I'm wrong, you take a step backwards the doorway. If you reach the chair, you sit. If you reach the door, you can go. Deal?

Just after your mom and dad were divorced, your mom went to a doctor like me and it did n't help her. And so you think I'm not going to help you.

You're worried because she said she told him things. Things she could n't tell anybody else.

You do n't like to say much at school. You're an excellent student however. You've never been in any kind of serious trouble.

I thought you meant the other Italian restaurant I asked you to marry me in.

It did n't go well today. Spent some time after trying to get my head together.

They're so similar, Anna. They have the same mannerisms. The same expressions. The same thing hanging over them.

There are cuts on Cole's arms. Fingernail marks, I think. Looks like defensive cuts.

I do n't think it's the mother. Just a gut thing. The way she deals with him. It does n't fit.

Hard to say this early. Could just be a child climbing a lot of trees.

I know I've been kind of out of it for a long while and you resent it. You do. I know you're mad. I know it's put some distance between us.

But I'm getting a second chance here. I ca n't let it slip away.

What happened to those two? Being under tissue paper ca n't be a good thing.

It's very unusual for someone your age to understand the kind of problems that Private Jenkins and Private Kinney have or even to be thinking about them at all.

Listen to me. You are not a freak. Do n't you believe anybody that tells you that. It's bullshit and you do n't have to grow up believing that.

April or March of Eighty - seven. Two weeks into sessions with Vincent Gray. I was treating a couple, Donald and Robin Wagner, who had lost their child to Leukemia. They were waiting with Vincent in the reception room of the downtown clinic. They were alone together maybe fifteen minutes. When I entered the room, all three were crying. The Wagner's progress from that afternoon was dramatic and sudden. As if some door had been opened for them.

I'm not at all clear what happened in those fifteen minutes. But I now believe Vincent tried to tell me something, show me something and I did n't listen.

So your dad lives in Pittsburgh with a lady who works in a toll booth.

Sometimes, we do n't even know it, but we do things to draw attention. Do things so we can express how we feel about issues. Divorce or whatever.

One night, as an example. leave something on a desk for someone to find.

Cole, have you ever heard of something called free - writing? Or free - association writing?

It's when you put a pencil in your hand and put the pencil to a paper and you just start writing. You do n't think about what you're writing. You do n't read over what you're writing. You just keep your hand moving.

After awhile if you keep your hand moving long enough, words and thoughts start coming out you did n't even know you had in you. Sometimes they're things you heard from somewhere. Sometimes they're feelings deep inside.

Think about what you want from our time together. What our goal should be?

If we could change something in your life, anything at all, what would you like that to be?

But that's not the end of the trick. With another magic shake, the penny travels into my shirt pocket.

But that's still not the end! I do a final magic shake. and suddenly. The penny returns to the hand where it started from.

I've decided we should n't schedule sessions anymore. I'll just follow you around.

Once upon a time there was a prince, who was being driven around. He drove around for a long, long time. Driving and driving. It was a long trip. He fell asleep.

When he woke up, they were still driving. The long drive went on -

Once upon a time there was this person named Malcolm. He worked with children. Loved it more than anything.

Then one night, he finds out he made a mistake with one of them. Did n't help that one at all. He thinks about that one a lot. Ca n't forget.

Ever since then, things have been different. He's become messed up. Confused. Angry. Not the same person he used to be.

His wife does n't like the person he's become. They do n't speak anymore. They're like strangers.

And then one day this person Malcolm meets a wonderful boy who reminds him of that one. Reminds him a lot of that one. Malcolm decides to try to help this new boy. He thinks maybe if he can help this boy, it would be like helping that one too.

He's suffering from visual hallucinations, paranoia - Symptoms of some kind of school age Schizophrenia.

I know every child is special in their own way, but Tommy sounds like a punk.

Cole, I was really interested in what you told me in the hospital, I'd like to hear more about it.

Look, he's an eight - year - old child. He's my only client. If he invites me to his play, I'm not thinking about how late I get back. I go. I have to go. You know that. That's the only way I know how to work.

My goal is to speak to my wife. The way she and I used to speak. Like there was no one in the world but us.

I have n't given my family enough attention. Bad things happen when you do that. Do you understand?

I'm going to transfer you. I know two psychologists that are exceptional -

Sorry about that. Hope I did n't leave you alone too long. Wow, it's cold in here.

- about that. Hope I did n't leave you too long. Wow, it's cold in here -

- like needles either. When I was a kid, I had this blood test down - threw up chill cheese fries all over this male nurse.

These people. People that died and are still hanging around. Maybe they were n't ready to go.

Maybe they wake up that morning thinking they have a thousand things to do and a thousand days left to do them in. And then all of a sudden, it's all taken away. No one asked them. It's just gone.

What do those ghosts want when they talk to you? Think real careful now, Cole.

Yes! I think that's right! I think they all want that. Even the scary ones.

I think they know you're one of those guys rare people can see them.

Maybe it's time to say things to someone else? Someone close to you?

You sleep now, Anna. Everything will be different in the morning.

I just have to say, this day today has been one very special day. I wish we all could stay and play.

Anna, I never thought I'd feel the things I'm feeling. I never thought I'd be able to stand up in front of my friends and family and tell them what's inside me. Today I can.

TWO GIGGLING SHADOWS APPEAR IN THE BEDROOM DOORWAY . They try to turn on the light . It does n't come on .Anna giggles some more as Malcolm 's shadow stumbles across the bedroom . MALCOLM TURNS ON THE BATHROOM LIGHT . A SHAFT OF LIGHT falls on Anna as she stands in the corner of the room . Anna smiles playfully and pulls off her sweater . She sways to a pretend striptease song . Malcolm ca n't hold back his grin . He joins in - slowly peeling off the sweat - shirt . He looks back to Anna . She 's stopped her playful dance . She 's facing away from him . He walks towards her . HIS GRIN QUIETLY DISAPPEARS . Malcolm 's face turns to rock as his attention is drawn to the SHATTERED WINDOW in their bedroom . The wind moves through the room . A lamp lays broken on the ground by the window . Malcolm kneels down . Beat . Anna 's eyes fill with a quiet awareness .A SHADOW FROM THE BATHROOM FLATS OVER BOTH OF THEM . ANNA SCREAMS . Malcolm spins around . His heart stops . Malcolm and Anna stare at the bathroom doorwary . They know someone is inside . Beat . Malcolm slowly starts towards the door . The first thing that comes into view are the clothes on the bathroom floor . Then the figure of a man comes into view . A STRANGER stands bare chested in the back of the bathroom . NO ONE MAKES A SOUND . The STRANGER is about nineteen . Drugged out . Pitch black eyes bulging . His body is covered in scars and bruises . His hands are folded in front of him . He shakes ever so slightly . He has a patch of white in his hair . Malcolm speaks in a very calm voice . Never takes his eyes off the stranger .Anna barely nods her understanding .The stranger slowly looks up for the first time . His eyes lock on Malcolm .Beat .The stranger suddenly comes forward into the doorway . Malcolm stumbles back onto the edge of the bed . Anna sees the stranger for the first time . Her face drains of color . The stranger looks at Malcolm . He half grins .The stranger 's stare slides to Anna .The stranger gazes at Anna . Gazes directly into her eyes . A penetrating , unwavering stare .Anna 's expression instanly changes .BEAT . THE ROOM GOES SILENT .The stranger turns and glares at Malcolm .Malcolm stops all movement .Malcolm ca n't speak . Beat . The stranger 's face starts to tremble .Beat . Malcolm 's intelligent eyes race for answers .Malcolm looks like someone hit him with a sledgehammer .Tears jump into the stranger 's eyes .Malcolm stands .Malcolm 's shaking hands touch his mouth as he stares at the stranger . Beat .Tears fall down the stranger 's face .Malcolm looks up at the sound of those words . Something clicks in his head .THE ROOM GOES SILENT AGAIN .VINCENT GRAY stares with surprise through his tears . Malcolm lets out a deep breath like he just emerged from deep waters .Vincent 's eyes burn at Malcolm .VINCENT is fully crying now .Vincent turns to the sink . His hand goes in . He turns arund and raises a gun at Malcolm . He FIRES . A VIOLENT , EAR - SHATTERING ECHO . Malcolm clutches his stomach and folds like a rag doll onto the bed . Vincent instantly moves the gun to his own head . ANOTHER HORRIFIC BLAST SPIKES THE AIR . Vincent crumples onto the bathroom floor . ANNA 'S CHILLING SCREAMS FILL THEIR HOME .

Let's all celebrate, Dr. Malcolm Crowe. Recipient of awards from the Mayor on the news. Dr. Malcolm Crowe, he's helped so many children. And he does n't even remember my name?

Come on, clear your head. Male, nine. Single parent. Mood discorder. Acute anxiety.

I'm nineteen. I have drugs in my system twenty - four hours a day. I still have no friends. I still have no peace. I'm still afraid.

I do n't want to talk anymore. I want to go home, okay? I want to go home.

The legend , `` Two Years Later '' appears . A man flips open a worn file folder on his lap . Handwritten notes fill every line . At the top of the first page reads , `` Vincent Gray , age 10 , Referred January 19 , 1989 . '' The man 's hand touches the name almost reverently . He glances through the page . Words and phrases are circled throughout the file . '' . Acute anxiety '' '' . Socially isolated '' '' . Possible mood disorder '' '' . Parent status - Divorced '' '' . Communication difficulty between mother - child dyad '' The man 's hands flip the page . At the top of this new page reads , `` Cole Sear , age 8 , Referred September 1998 . '' As the man 's fingers move through the notes we again see words and phrases circled throughout this new case history . '' . Acute anxiety '' '' . Socially isolated '' '' . Possible mood disorder '' '' . Parent status - Divorced '' '' . Communication difficulty between mother - child dyad '' The hands close the notepad . The hands are slightly shaking now . WE PULL BACK to reveal the shaking hands belong to Dr. Malcolm Crowe . Malcolm sits on a sidewalk bench facing a row of brownstone homes across the street . He gazes blankly at the brownstones . Beat . A door opens . Malcolm is brought out of his trance . COLE SEAR steps out his front door . Cole is a munchkin of a boy with large , black eyes that seem to take in everything around him . His hair is dark , with a small patch of jet white on the side . Cole carefully locks the door behind him . He moves to the bottom of the stairs and looks around nervously . Anxiously . The eight - year - old child reaches into his pocket and slips on a pair of VERY LARGE GLASSES . They look comical on him . Malcolm rises to his feet . He smooths out his shirt . Looks down and buttons his jacket . When he looks up , Cole is gone . Malcolm barely catches a glimpse of the boy . Cole runs at full speed down the street and turns the corner . TINY SNEAKERS SCREECHING ON THE SIDEWALK . For a second , Malcolm does n't react . The second passes . He stuffs the file in his bag and starts running too .

Malcolm hauls down the sidewalk . He comes to a hard stop at a street intersection . Searches . Spots Cole running into a parking lot . COLE sprints across the empty lot and reaches the doors of a building . He has to use all his strength to push open the highly ornate doors . He slips inside . Malcolm jogs into the parking area . His pace slows to a walk and then to stillness as he gazes up at the building . Its old stone and huge towers make it stand out from the modern buildings all around it . Malcolm stares up at the historic Philadelphia church quietly . A SHOOTING PAIN PIERCES HIS SIDE . Malcolm 's hand goes to it quickly . He waits for it to pass before starting for the ornate doors .

Only a few people sit and pray in the sea of oak pews . Malcolm scans the majestic room and finds what he 's looking for in the last row of the church . He moves down the center aisle towards the back . Malcolm finds Cole playing in his pew with a set of green and beige plastic soldiers . Cole makes the soldiers talk to each other .The words are unintelligible . Cole senses someone . He looks up and sees Malcolm staring at him . The boy immediately goes white . Every cell of his body still with fear .Cole stays rigid . Hands clutching a handful of plastic riflemen .Malcolm waits for a response . None comes .Beat . Cole slowly slides down the pew , giving Malcolm most of the seat . Malcolm sits . Cole fidgets with his soldiers . Beat . Malcolm looks over and stares at Cole 's glasses . He leans forward to inspect them more carefully .Malcolm returns to staring at his lap . Beat .Malcolm stares surprised .Malcolm nods at the information .Malcolm smiles at Cole . His eyes drift down to Cole 's arms . Malcolm 's smile slowly disappears . Cole 's arms are covered in TINY CUTS AND BRUISES . Some almost healed . Some fresh . Malcolm looks around to gather himself . Beat .Cole looks up .Malcolm studies Cole 's anxious face .Malcolm and Cole just stare at each other .Beat .Malcolm smiles .Cole pockets his soldiers and rises from his pew .Cole thinks it over carefully .Cole and Malcolm just stare at each other .Cole turns and starts to the rear of the church . Malcolm loses himself in his thoughts . When Malcolm looks back , he sees Cole stop by the exit doors and take a tiny STATUE OF JESUS off the back table . Cole pockets the statue and quietly leaves the church . Malcolm just sits and stares .

I was picked first for kickball teams at recess. I hit a grand slam to win the game and everyone lifted me up on their shoulders and carried me around cheering.

We were supposed to draw a picture. Anything we wanted. I drew a man. He got hurt in the neck by another man with a screwdriver.

That's Private Jenkins and Private Kinney. They got killed. Private Jenkins has a baby girl that was born seven pounds, six ounces. He's never seen her. He wanted to get back to Blue Bell, Pennsylvania and hold her.

Private Kinney's wife is really sick - she has something called a brain anism.

Yeah, Private Kinney needed to get back safe to take care of her.

Cause she does n't look at me like everybody and I do n't want her to. I do n't want her to know.

What if she has to pee when she's working? You think she just holds it?

Instead of something I want, can I have something I do n't want?

They'd pull the people in crying and kissing their families bye. People watching would spit at them.

You talked funny when you went to school here. You talked funny all the way to high school!

Then you do the magic shake. And now the penny moves from my pocket all the way to the hand it started in.

You have to add some twists and stuff. Maybe they run out of gas.

No, walking around, like regular people. They ca n't see each other. Some of them do n't know they're dead.

They tell me stories. Things that happened to them. Things that happened to people they know.

Tommy Tammisimo acted in a cough syrup commercial. He thought everybody was self - conscious and unrealistic. He said the play sucked big time.

Sometimes you feel it inside. Like you're falling down real fast, but you're really just standing still.

Sometimes people think they lose things and they did n't really lose them. It just gets moved.

You want to be a lance corporal in Company M, 3rd Battalion, 7th Marines? We're being dispatched to the Quang Nam province.

What if they do n't want help? What if they're just angry and they want to hurt somebody?

She says she's sorry for taking the bumble bee pendant. She just likes it a lot.

She said when you were little, you and her had a fight right before your dance recital. You thought she did n't come to see you dance. She did.

She hid in the back so you would n't see. She said you were like an angel.

She said, you came to her where they buried her. Asked her a question. She said the answer is `` Everyday.''

The house is dimly lit . Malcolm has to turn on the HALLWAY LIGHT .He stops before a pile of mail collecting on a thin table . He stares at it blankly . Almost every envelope has `` Over Due '' or `` Final Notice '' stamped on it .

Malcolm stares down at the remains of a meal on the only place setting on the table .

Malcolm quietly walks into his bedroom . Only A READING LIGHT IS ON . THE SOFT LIGHT FALLS ON ANNA AS SHE SLEEPS . Malcolm moves to her side . The sight of her stops him . He stares at his wife . She huddles under a blanket , a wad of tissues in her hand . He takes it in silently . His eyes move to her face . One wisp of hair falls over her soft lips . OUTLINED IN THE SOFT READING LIGHT , Anna Crowe truly looks like an angel . Malcolm forms a tiny smile .

Malcolm turns and moves for a narrow door in the hallway . THE DOOR KNOB . He tries to open it . IT 'S LOCKED . Malcolm reaches into his pockets . Searches for his keys .

The empty basement is no longer empty . It 's piled with file cabinets and boxes of psychology and medical books . A desk sits in the corner next to the wine racks . The room still feels unsettling . Malcolm hunches over one of the books . Rifles through a stack of dusty books . Pulls out a thick text . The spine of the text reads , `` The Meridian Latin Dictionary . '' Malcolm sits back at his desk and opens Cole 's file . Handwritten on the first page are the words , `` De profundis calms ad te , domine '' Malcolm starts working through the Latin text . As he comes to each word , he jots it down underneath the Latin . Malcolm translates the last word . He stares quietly at the paper . The new words reads . `` Out of the depths , I cry to you Lord . '' Beat .The words seem to hang in the air forever .

Old Philadelphia awakens . For a moment , it 's like we 're back in time . A golden sun dances on the waters of Penns Landing . Historical old ships sit docked in its harbor . The dark bronze surface of the Liberty Bell reflects the dawn . A majestic Independence Hall stands watch as its city begins to stir . A thirty foot statue of Ben Franklin makes a proud silhouette against the morning sky . AND THEN 1997 COMES CRASHING IN . FLUORESCENT HOUSE LIGHTS COME ON IN WINDOWS . Jeeps and hatchbacks start roaming the cobblestone streets . Neon restaurants signs flicker to life . Traffic helicopters make their rounds . CAR ALARMS PIERCE THE AIR .

A hand turns off a radio , shutting off the morning news . A small dog with two different colored eyes sticks his head out of the dryer , where he plays with the newly - dried clothes . LYNN SEAR reaches in and pulls out a blouse . She shakes it in the air and slips it on as she dresses hurriedly for work . Lynn is a woman in her late twenties . One hundred percent South Philly . Hair teased . She chews on an early morning piece of Trident . Under all of it , Lynn Sear is an attractive and sweet - looking young woman . Lynn enters THE KITCHEN through a swinging door . A bowl of cereal and milk sit on a table in an empty kitchen . Lynn stares at a handful of kitchen CABINETS and DRAWERS that are open . Lynn shakes her head .She closes them one at a time before moving to the coffee machine . Lynn shivers a little . She leans over the thermostat and raises the heat . She returns to her post at the coffee machine . TINY FOOTSTEPS . Lynn turns to see Cole standing in his private school uniform .Lynn walks over to Cole . Checks his tie .Lynn unclips the tie . Cole takes a seat at the kitchen table as Lynn walks back into the laundry room . The dog is gone now . Lynn reaches into the dryer , digging for a new tie . She finds one , then turns and steps back into the kitchen and SCREAMS AT THE TOP OF HER LUNGS . Every cabinet and every drawer is wide open . Cole sits at the kitchen table . His hands are pressed flat on the tabletop . He looks shaken . Neither says anything for a beat .Beat .Lynn looks over to the open cabinet near the sink . The pop tarts are clearly visible .Cole gets up from the table . Takes his pop tarts . Does n't make eye contact .Lynn leans down .Cole does .He looks at her eyes . Beat .THE DOOR BELL RINGS .Cole quietly kisses his mother on the cheek and starts out .Cole turns to see Lynn holding the pop tarts . He walks back and takes them from her before leaving . Beat . Lynn glances to the kitchen table . Her gaze stops on the TWO TINY HAND PRINTS OF SWEAT formed on the table 's surface . Lynn stands motionless in the kitchen . She looks up and wraps her arms around her shivering shoulders .

I won the Pennsylvania Lottery in the morning. I quit my jobs. Ate a big picnic in the park with lots of chocolate mouses pie and then swam in the fountain all afternoon.

The last time was a Chuck E. Cheese party a year ago. He hid in one of those purple plastic tunnels and did n't come out.

I work at an insurance place and at Penny's, so Cole can go to that good school.

I wish I could be like my momma though. She always knew what was wrong. Knew just what to say.

Those are from sports, from playing. He's not the most coordinated kid, but I do n't want him to stop trying, you know what I mean?

Something was happening to him - physically happening. Something was very wrong.

Hi, this is Lynn Sear, Cole's mother. I wonder if we could talk about your son and his friends keeping their goddamn hands off my boy?

You did n't take it before. You did n't take it the time after that. And now, you did n't take it again?

Maybe someone came in our house - took the bumble bee pendant out of my closet, and then laid it nicely in your drawer?

I'm so tired, Cole. I'm tired in my body. I'm tired in my mind. I'm tired in my heart. I need a little help here.

I do n't know if you noticed - but our little family is n't doing so good.

It looks like we're just going to have to answer each other's prayers. If we ca n't talk to each other - we're not going to make it.

Now baby, tell me. I wo n't be mad, honey. Did you take the bumble bee pendant?

TOMMY TAMMISIMO is a tough - looking , eight - year - old Italian kid who waits at the bottom of Cole 's brownstone stairs in his school uniform . Cole emerges from the brownstone and moves down the steps . Lynn 's face appears in the kitchen window . The two boys begin their walk down the street to school . Tommy puts his arm around Cole . Lynn waves . Cole waves back . When the two boys turn the corner and are out of Lynn 's sight , Tommy rips his arm away .Tommy starts to run ahead , he turns and back pedals .Tommy runs away . Beat . Cole looks around nervously .

Hey freak, how'd you like the `` arm around your shoulder'' bit. I just made it up. Went with it. That's what great actors do. It's called improv.

You're slow, you know that. The star of the commercial always has his own trailer. You need to think about your character alone.

There once was a boy, very different than other boys. He lived in the jungle, and he could talk with the animals.

The last uniformed boys and girls rush into the front doors of St. Anthony 's Academy as the FINAL BELL SOUNDS . Cole is the last one to go in . He stands alone on the sidewalk . He looks like he 'd rather be anywhere but there . Beat . He buries his hands in his pockets and begins a quiet walk by himself into the school .

The front door CREAKS open as Cole walks in after school . He looks around before closing the door . His eyes stop on Lynn seated in the open doorway of the den . Malcolm is seated with her . They both look up . Lynn comes out . She reaches Cole - kneels down in front of him .Cole shrugs .Cole does n't respond . Beat .Cole shakes his head `` No . ''Cole starts to smile too . He thinks .Cole and Lynn smile at each other . Beat . Lynn tries to hide the utter sadness behind her smile .Lynn takes Cole 's school bag and jacket before moving to the kitchen .

The den doubles as a playroom . Boxes of old toys sit in the corner . A small , plastic , multi - colored table sits on the rug . Cole appears in the doorway . Malcolm sits up and smiles . He points to the chair on the other side of the coffee table .Cole nods very softly , `` No . ''Cole nods again very softly , `` No . ''Cole looks a little more interested .Cole nods , `` No . ''Cole tilts his head , then nods , `` Yes . '' Malcolm presses his fingers to his temples like a vaudeville magician . He closes his eyes tight .Beat . Cole , surprised , takes a small step forward .Cole takes a step . Malcolm opens his eyes . He looks right at Cole .Beat . Cole takes another step . The next step will put him at the chair . Malcolm lowers his fingers from his temple .Malcolm smiles . Returns his fingers to the mind - reading position . Malcolm looks to Cole 's arm . Cole is wearing A LARGE SILVER WATCH . It swims on his thin wrist . It could probably slide up to his shoulder . Malcolm closes his eyes .Cole takes a step BACK . Beat . Malcolm lowers his hands surprised .Beat . Malcolm puts his fingers to his temple . This time a little bit slower . He gazes at Cole 's school uniform .Beat . Cole takes a slow step back . Beat .AN UNCOMFORTABLE SILENCE OVERTAKES THE DEN .Cole answers by taking a small step back . Beat .Malcolm looks down at Cole 's feet . They 're almost at the doorway . One more step and he 's there . Cole is very still . He does n't move at all .Malcolm takes his time before speaking . He just stares . No fingers to the temple . No games . He just stares . Beat .Cole quietly takes a step back into the doorway of the other room .Cole 's tiny figure steps away . Malcolm stares helplessly at the empty doorway where his client used to stand . THE DEN IS SUFFOCATED WITH SILENCE .

Malcolm hurriedly enters a spacious , dimly - lit Italian restaurant . He stops in the dining room and searches the many candle - lit tables . He finds Anna . Anna sits alone at a corner table . The remains of her half - eaten dinner lay on the only place setting on the table . A small PIECE OF CAKE WITH A CANDLE in it sits untouched . Anna stirs sugar in her coffee as Malcolm sits in the seat across from her . She gently stops stirring , but does n't look up . Beat .Anna is n't laughing . Not even close .Anna quietly takes a sip from her coffee .Anna looks around for the waiter .That makes Anna turn back . She glances across the table , then looks down .Malcolm demonstrates by holding up his arm to shield his face .Malcolm loses himself in his thoughts . The waiter drops off the check on the table . Anna grabs it before Malcolm and quickly signs it .Beat .Anna waits till he 's done and rises from the table . She pushes her chair in hard and walks away without a word . Malcolm sits alone and stares at the piece of cake with a candle on it .

Cole is seated on the front stoop of his brownstone . On the steps and on the landing are his plastic soldiers in the grips of a war . Malcolm sits with his bag and overcoat on the step next to him . Malcolm just observes quietly . Beat . Cole glances up as he plays . Sees Malcolm 's expression .On the step are two rows of soldiers facing each other . To one side are a couple soldiers covered by a tissue . Malcolm points to them .Cole removes the tissue .Cole points to the other soldier .Beat . Cole 's face becomes emotional . Tears fill his eyes .Malcolm falls into silence and stares at his client . Beat . Cole wipes his eyes quickly .Malcolm takes in Cole 's gesture and expression .Malcolm looks down .Cole points to the corner of the street . Malcolm slowly turns . He sits in profile to Cole . Beat .Malcolm continues to stare at the street . Beat .Cole does n't answer .Cole taps his foot once . Malcolm sits patiently . Beat . They do n't say anything for a while .Cole looks up from his soldiers . Malcolm stares at the far side of the street . Cole taps his foot twice .

The two of them walk down a row of brownstones across from a park where children Cole 's age are playing .Cole almost smiles .Cole shakes his head , `` No ! Malcolm thinks for a bit .Cole nods `` Yes . ''Malcolm stops walking . The words hit him hard . He stares at Cole .Beat . Cole is surprised .Malcolm 's face is filled with emotion . Cole is suddenly hit by Malcolm 's passion . Beat . Cole nods slowly as he looks at Malcolm with different eyes . They start walking again in silence . They turn a corner and move down another street . Cole spots an old man with a cane standing at the gate of a brownstone .Malcolm nods `` yes '' as they continue walking . Cole slows as they approach the old man . As we get closer , we make out the man can barely see .MR. MARSCHAL leans over his gate and stares at Cole for a few seconds .Mr. Marschal has a thick German accent . The old man squints down the block with a concerned expression .Beat .Malcolm 's eyes dart to Cole .Mr. Marschal smiles at Cole before walking back inside his house . Cole turns back to Malcolm .

This brownstone has been home to the Marschal 's for many , many years . It 's filled with a lifetime of memories . Memories shared by two people . Two rocking chairs sit side by side near the windows that overlook the street . A corner table displays fancy wooden chess set . The game half - finished , frozen in a layer of dust . An easel stands before a piano . The incomplete water color painting of a smiling elderly woman sitting on the piano bench sits sadly on the faded yellow paper . Malcolm takes in the living room silently . He stands near the open door . Cole walks through the room . Tiny eyes searching carefully . He leans behind the sofa looking for something . Malcolm watches Cole with a crinkled brow . Cole peeks behind the old piano crammed against the wall .Cole turns to find Mr. Marschal standing with a glass of lemonade . Cole takes it from his shaking hands .Mr. Marschal shuffles over to the sofa . Takes a seat . Cole begins surveying the room again . Beat . His eyes finally come to rest on a plant seated in the corner . He stares at it . THE LEAVES OF THE PLANT SHAKE SLIGHTLY FROM A BREEZE . Cole puts down his glass on a table and walks over to the plant . Cole kneels down and starts to push the potted plant aside . THE POT SCREECHES ON THE WOODEN FLOOR . Malcolm calls to Cole under his breath .Mr. Marschal strains to see across the room . Cole does n't answer either of them . Instead , he continues to push the plant aside revealing AN AIR VENT . Cole gently reaches over and takes off the metal face . It slips right off . Cole 's hands disappear into the darkness of the vent . They reemerge holding a STACK OF NOTEBOOKS . Malcolm becomes very still . Cole rises to his feet and carries the notebooks over to Mr. Marschal . Cole carefully places them on his lap .Mr. Marschal fingers the notebooks then reaches for his thick glasses hanging from his neck . He places them on the tip of his nose and inspects the notebooks six inches from his face . MR. MASCHAL What 's this ? Jill 's keeping a diary . Malcolm takes an involuntary step forward . Mr. Marschal starts flipping through the notebooks .He gets to the last book . His hands become still as he stares at the final page of writing .Beat . Mr. Marschal slowly looks up from the notebooks . Looks up to Cole . Cole just stands quietly . Mr. Marschal 's eyes slowly fill with tears of realization . They gently spill down his weathered face .Cole takes a deep breath . Trying hard not to cry himself . The sight of Mr. Marschal weeping shakes Cole . Cole softly lays his hand on Mr. Marschal 's silver hair . Mr. Marschal reaches up and clutches his small hand . They stay like that for a while . Beat . Mr. Marschal lets go and brings the notebooks tighter to his body . Cole quietly walks to Malcolm who stands motionless . He stares down at Cole in a daze . Cole turns his head , crying .

Malcolm sits still in his office chair . His eyes are fixed at a point in space . He brings a slim , black tape recorder to his mouth . CLICK .A long silence . CLICK . The tape recorder turns off .

Lynn holds a laundry basket on her hip as she fiddles with the thermostat in the hall . The house is cold . Lynn wears a winter jacket in the house . Lynn turns and moves into the shadowy hallway . No lights . The house seems somewhat ominous . Beat . Lynn 's eyes dart to an open guest room like she just saw something . She stares in the doorway until a SOUND TURNS HER IN THE DIRECTION OF THE FAMILY ROOM . She picks up balled - up boy 's sweat socks and dirty T - shirts laying on the carpet . When she reaches the end of the hall , she HITS A LIGHT SWITCH . The hall LIGHTS UP REVEALING A WALL OF PHOTOS . Lynn forms a tiny smile . Snapshots of Cole and Lynn 's life hang before her eyes . Cole 's birthday parties . Lynn and Cole at an amusement park . Cole under the Christmas tree . Cole on Lynn 's shoulders in a pool . Cole with a group of neighbors at a barbecue . Lynn takes a step forward . Lynn 's face betrays the fact that she notices something she never noticed before . She touches a photo of three - year - old Cole . WE MOVE INTO THE PHOTO - COLE 'S FACE SMILES AT US . LYNN 'S FINGER GENTLY BRUSHES A THIN STREAKS OF LIGHT THAT CURVES IN THE BACKGROUND BEHIND COLE . THE STREAK OF LIGHT IS BLURRED , LIKE SOMETHING CAUGHT IN MOTION . Lynn looks to the adjacent photo - the barbecue photo - Everyone stands with hot dogs and sodas . Lynn searches the picture . Her eyes suddenly stop at the TINIEST BLUR OF WHITE LIGHT STREAKING AROUND COLE . WE MOVE FROM FRAMED PHOTO TO FRAMED PHOTO - EACH THE SAME - SOMEWHERE HIDDEN IN THE FRAME , SOMEWHERE NOT EASILY SEEN , LYNN FINDS A BLUR . Lynn takes it all in curiously .

Lynn moves into Cole 's room with the laundry basket balanced on her hip . The Walkman headphones on her head blares A MUFFLED TECHNO DANCE BEAT . Lynn starts picking clothes up around Cole 's room . This bedroom is an eerie place . The shadows seem to make shapes and figures . All the furniture is wood - old fashioned . The lamps , the paintings on the wall - antiques as well . The most striking feature of the room , however , is the homemade tent created from bedsheets and blankets tied to chairs and bureaus . It takes up a large corner of the room . A sign hangs over the bedsheets . `` DO NOT ENTER '' Lynn grabs the spiderman P.J.s that drape over the tent . A German Shepherd Puppy sleeps on the pillow . SEBASTIAN lifts his head sleepily and peers at Lynn before returning to his slumber . Lynn slowly reaches for a picture frame that peeks out from under Cole 's pillow . Slides it out . It 's a VACATION PHOTO of a couple . Lynn and Cole and a man . The man looks in every way a larger version of Cole . The picture has a visible effect on Lynn . She lets out a shaky breath before returning the photo to its hiding place . Lynn pulls a pair of school uniform pants off the wooden roll cover desk next to the bed . The desk is covered with loose leaf papers filled with writings . Lynn 's eyes are drawn to the papers . Her curious gaze turns serious . Her mouth opens a tiny bit involuntarily . THE PAPERS are strewn with lines of handwriting . Countless lines . Thousands of words . Some horizontal , some vertical . The writing moves in arcs and flows in various size - written at great speed - every word connected by a single pen stroke - everything written in one continuous motion . Lynn slowly spins the papers , taking in some of the phrases . Christ break the freaking glass oh no God no what the hell is going on Quiet the damn baby I 'll cut you I swear it someone stop the burning I 'll kill you I 'll kill all you bastard . The words go on and on . Lynn removes her hands from the paper . She pulls her headphones off slowly . THE MUFFLED TECHNO DANCE BEAT FILLS THE DEAD SILENCE OF THE EERIE ROOM .

Malcolm stares as the rain pelts the windows of the den .Beat .Cole is playing behind the couch . All we see is the top of his head .Every now and then we get glimpses of things Cole is playing with peeking over the back of the couch , but we ca n't quite make out what he 's doing .The top of Cole 's head stops moving .Cole shakes his head , `` No . ''Cole has become very still . He looks right at Malcolm .Beat . Cole nods , `` Yes . ''Beat .Beat .Malcolm watches him carefully . Beat . Malcolm waves the question off casually .Malcolm smiles . He rises and grabs his coat .Cole 's brow furrows as he thinks about it carefully .Malcolm heads for the door , stops when Cole emerges from behind the couch . Cole is wearing his father 's jacket , it hangs to the ground like a dress .Malcolm turns back to Cole . Malcolm nods `` Yes . '' Beat .Cole 's sad eyes stare up at Malcolm .

The surface of Malcolm 's desk is covered with open texts . Malcolm pours over a thick reference book . He circles a phrase . '' . resulting bruises and abrasions on arms and legs may , in fact , be self - inflicted . '' Malcolm appears disturbed by the thoughts running through his head . ANNA 'S MUFFLED VOICE CARRIES DOWN THE STAIRS . His face turns up to the ceiling .WE HEAR ANNA 'S FOOTSTEPS MOVE ACROSS THE BASEMENT CEILING . WE HEAR THE FRONT DOOR OPEN .Malcolm gets up and moves closer to their voices as he stretches his legs .Malcolm smiles at Anna .Malcolm slowly stops smiling .Malcolm shakes his head in disbelief .WE HEAR THE FRONT DOOR SHUT . Malcolm moves to the narrow basement window .

On my way to the flea market in Amish country. Thought maybe you want to come. Show me how to buy at these things.

Do you think I should stop by on my way back? Show you what I got? It's not a problem.

We see SEAN , an attractive young man in his late twenties . He gets into his car across the street . He just sits there for a moment before putting his forehead to the steering wheel .Malcolm turns away from the window as Sean 's car starts up and pulls away from Malcolm 's house .

STANLEY CUNNINGHAM is a teacher in his late forties . He writes a question on the board .Mr. Cunningham turns and stares at his class of eight and nine year old private school students . They stare back at him blankly . Cole rests his chin on his desk and watches the class with big eyes .The class says the answer in unison .Stanley Cunningham looks over the class of blank faces . He 's just about to answer his own question when he sees a hand go up . Mr. Cunningham looks surprised to see who it is .Mr. Cunningham furrows his brow . Beat .Beat .Mr. Cunningham chuckles . Cole 's face turns cement grey .Tommy Tammisimo leads the class in a wave of snickering . Cole glances up . Sees all the eyes on him . He glances at the teacher who is still staring .Mr. Cunningham sees the traumatized expression on Cole 's face and instantly stops smiling .Mr. Cunningham 's face becomes still . So does the classroom .The class falls into stunned silence . Mr. Cunningham takes an involuntary step towards Cole 's desk .Mr. Cunningham moves closer to Cole .Cole covers his eyes with his hands .We see Cole 's mouth under his covered eyes .Mr. Cunningham is standing right over Cole 's desk now .MR. CUNNINGHAM SLAMS HIS HAND ON COLE 'S DESK . Cole 's hands drop from his eyes . The teacher 's face is burning red . The children in the room are frozen . Completely startled . Cole 's eyes are filled with tears . Mr. Cunningham 's expression drains of anger as Cole Sear begins to cry .

Can anyone guess what city was the capital of the United States of America from 1790 to 1800?

Right. Philadelphia is one of the oldest cities in the country. A lot of generations have lived and died in this city. Almost every place you visit has a history and a story behind it.

Even this school and the grounds they sit on. Can anyone guess what this building was used for a hundred years ago, before you went here, before I went to this school even?

Cole, this was a legal courthouse. Laws were passed here. Some of the first laws of this country. This building was full of lawyers. Lawmakers.

I do n't know which one of these guys told you that, but they were just trying to scare you, I think.

You know when I was in school, there was a terrible fire in this section of the theater. They rebuilt the whole thing.

Cole is seated in the school library by himself . He sits at a long center table near the windows . His head is laying on his folded arms on the table . Malcolm peeks his head in the door - unsure if he 's in the right place . He spots Cole and enters the room . He silently takes a seat across from Cole . The eight - year - old looks up . Cole 's eyes are hard - filled with anger .Cole stares for a second .Cole lowers his head . Malcolm just sits and thinks . THE SOUND OF BOYS PLAYING SPORTS ON THE FIELD OUTSIDE FILTER IN THROUGH THE LIBRARY WINDOWS . Cole turns his head and stares at the windows . Malcolm takes in the sad vision of this boy . It affects him . Beat .Cole 's face softens a bit . He turns from the windows and looks to Malcolm . Beat . Cole nods , `` Yes . '' Malcolm pulls out a penny from his pocket . He places it in his right hand .Malcolm closes his hand around the penny .Malcolm shakes his hand in circles . Cole watches his hand carefully .Cole looks to Malcolm 's closed left hand . Malcolm does n't open it .Cole 's eyes lock on Malcolm 's shirt . Malcolm taps the pocket but does n't open it .Malcolm opens his right hand . The penny sits quietly in the center of his palm . Cole looks at the penny and then up to Malcolm 's face . Beat . Cole cracks a smile .Malcolm smiles a mischievous smile . He places the penny on the table . Cole stares at it and then looks to Malcolm .Malcolm and Cole share a warm look . THE SOUNDS OF KIDS LAUGHING AND PLAYING OUT ON THE FIELD COME POURING INTO THE ROOM AGAIN . Cole 's expression changes back to sadness as he looks to the windows . Malcolm leans across the table and whispers .Cole looks at Malcolm .Beat . Cole 's chin starts to tremble . His voice cracks .Beat .Malcolm and Cole sit in silence and listen to THE SOUND OF CHILDREN PLAYING .

Malcolm sorts through the many bills on the mail table .Malcolm turns AT THE SOUND OF THE WOMAN , and moves into the empty living room where the T.V. is on . A blanket lays crumpled on the sofa . THE WOMAN 'S VOICE IS COMING FROM A VIDEO PLAYING ON THE VCR . IT 'S A WEDDING VIDEO . A LARGE WOMAN IN A BRIDESMAID DRESS STANDS HOLDING THE MICROPHONE . IN THE BACKGROUND , WE CAN SEE THE DANCE FLOOR .THE LARGE BRIDESMAID BECOMES VERY EMOTIONAL .THE WOMAN HANDS THE MICROPHONE TO SOMEONE OFF SCREEN . THE CAMERA PANS AWAY FROM HER AND ZOOMS IN ON THE DANCE FLOOR . MALCOLM AND ANNA ARE SLOW DANCING . THEY 'RE WHISPERING AND LAUGHING WITH EACH OTHER . THE HAPPINESS FROM THEM IS TANGIBLE . Malcolm ca n't help smiling as he stares at the flickering images . He turns and looks down the hall to their bedroom .

No doubt about it. Anna's like my sister. You better make her happy. And I'm not talking about - mmm this tastes like real butter - kind of happy. I'm talking about Julie Andrews twirling around like a mental patient on a mountain top - kind of happy.

You're really lucky. She's got so much love for you. Do n't tell her I told you, but she said she loved you from the first time she met you on the street. She'd do anything for you.

Malcolm moves into their bedroom . THE SOUND OF A SHOWER CAN BE HEARD FROM THE BATHROOM . Malcolm moves to the bathroom door and opens it slowly .

Malcolm steps into the bathroom quietly . He stares at the silhouette of Anna 's body through the smoked glass of the shower . Anna stands still , her head tilted back . Malcolm watches quietly . By his experience , it 's clear he 's taken by his wife 's beauty . Malcolm starts towards the shower when his eyes glance to the sink . Malcolm locks on a tiny bottle resting on the marble surface . He reaches out and picks it up . The label on the plastic bottle reads , `` Zoloft Anti - depressant '' `` To be taken twice daily '' Malcolm gently puts down the plastic bottle . He gazes at the still figure of his wife as the water covers her . Malcolm leaves the bathroom . He makes sure not to make a noise with the door as he closes it shut .

Colorful balloons flutter in the wind in front of an old grey stone home .

Cole and an overweight boy named BOBBY are seated at a dining table covered in colorful paper . A stack of birthday presents are sitting on the table next to a cake . The house is filled with the SOUND OF CHILDREN PLAYING AND LAUGHING . Cole and the overweight boy are the only ones in the dining room . Bobby watches with a dull expression as Cole moves his hand in circles in the air .Cole smiles and holds out his hand . His fingers open to reveal the penny . Bobby stares .Cole loses his smile .Cole and the overweight boy stare at each other .Cole gives the boy his penny . Beat . Cole gazes at Bobby .Bobby looks up sharply .Bobby stares down at him before returning his attention to his tattered napkin . The two boys sit in silence .

Cole sits alone in the corner of the living room . The open kitchen doorway is next to him . Inside the kitchen are Lynn and DARREN 'S MOM speaking . It 's clear they 're from different worlds . Lynn is wearing tight clothes with hair teased to dramatic heights . Darren 's mom is in a designer suit .Darren 's mom smiles formally and turns to give the catering people instructions on how to lay out the food on her sterling silver trays .Darren 's mom turns back to Lynn , the forced smile on her face .Lynn nods `` Yes . ''Darren 's mom glances at her expensive watch .Lynn drowns in her thoughts . Cole moves away from the kitchen with sad eyes .

Cole walks past two expensively - dressed mothers eating hors d'oeuvres as they move down the hallway .They pass when Cole moves down the shiny mahogany wood hallway . The women 's conversation FADES AWAY behind him . Cole turns a corner and comes to a dead stop . He turns white as he stares at an open CRAWL SPACE CLOSET a few feet away . Cole 's eyes are riveted in the darkness of the closet . Beat . THE HALLWAY ERUPTS WITH NOISE AS THE CHILDREN RUN IN FROM THE BACKYARD . Tommy Tammisimo is one of the children . He talks with the birthday boy , DARREN , a skinny kid in a party hat .Tommy glances down the hall and sees Cole standing frozen staring at the crawl space closet . Tommy grabs Darren .Tommy nudges Darren to move down the hall . Cole breaks from his trance as Tommy and Darren walk up .Tommy points to the crawl space .Beat . Tommy looks to Darren and then back to Cole .Beat .Tommy stares at Darren . Darren finally gets it .It happens too quick for Cole to react . Darren and Tommy shove Cole backwards . He stumbles into the darkness of the crawl space .Tommy slams the door closed . Darren turns the lock . They crack smiles at each other as Cole bangs on the door . The BANGING GOES ON FOR A FEW SECONDS AND THEN IT JUST STOPS . SILENCE . Darren and Tommy look at each other and then back at the crawl space door . Then THE SCREAMING BEGINS . Darren and Tommy back away from the door as COLE SCREAMS IN TERROR at the top of his lungs . He CRASHES OVER AND OVER against the door . HIS BODY SLAMMING AGAINST THE WOOD . The DOOR RATTLES like it 's going to break off its hinges . The two boys are statues as Cole 's BLOOD - CHILLING YELLS FILL THE HALLWAY . FOOTSTEPS SPIKE THE AIR AS children and mothers come running down the hall . Lynn is one of them . Darren 's mother turns the corner .She looks to the closet . THE HIGH - PITCHED SCREAMS CUT THROUGH THE HALL .Lynn and Darren 's mom rush to the door and turn the knob . The door flies open . Lynn reaches in and pulls out Cole . He 's UNCONSCIOUS . Darren 's mom looks into the crawl space - there 's nothing inside except a couple packing boxes in the back . She looks to Lynn . She turns around with Cole in her arms .

Colorful murals don the curved walls of the pediatric reception area . A spattering of children accompanied by adults sit and wait . Lynn and Malcolm are seated at a children 's play table . A game made of a maze of wires sit on the table in front of them . A young resident DR. HILL takes a seat at the table with them . He opens up his notes .Beat .Lynn closes her eyes . Lets out a tense breath . Beat . Malcolm eyes the doctor as he glances back to an academic - looking woman standing at the reception room door .Lynn opens her eyes and catches the doctor 's expression .Doctor Hill gestures to the woman standing near the doorway .Dr. Hill stares at her before closing up his files .Dr. Hill gets up .Dr. Hill hands his files to MRS. SLOAN and exits the reception room without looking back . Everyone in the reception room stares at Lynn . Mrs. Sloan walks up to the table and waits . Lynn takes a second . Wipes her eyes . Gathers her considerable strength . Beat .

The tests indicate he did not have a seizure. In fact he's doing fine. After some rest, he could go home tonight.

There are some scratches and bruises on your son that concern me.

Mrs. Sloan over there is our social worker at the hospital. She's going to ask you some procedural questions.

At this point it's just procedure. And you should probably calm down.

Cole lays rigid in the hospital bed . Blankets bundled around him as if to shield him . Cole 's eyes fixed out the window . Malcolm quietly enters through the half - opened door to the room . Cole spots him . Visibly relaxes .Cole smiles weakly as Malcolm takes a seat on a rolling metal chair . Malcolm notices Cole 's legs emerging from under the hospital gown . Cole is wearing A MAN 'S DRESS SOCK . The baggy folds ride up all the way to his knees .Malcolm looks at Cole . Malcolm makes a decision . He rolls in the chair across the room as he thinks . Beat .They sit in silence . Malcolm works on a new plot in his head .Beat .Cole nods , `` Yes . ''Beat . Malcolm 's affected by his client .Cole smiles softly . Malcolm stares at the tired child sitting before him in the hospital bed . Malcolm rolls his stool away from his client as he thinks . Beat . He slowly moves the rolling chair closer to Cole 's bed .Malcolm breaks from his thoughts and looks at Cole who watches him with unwavering attention . Malcolm smiles .Malcolm leans forward , whispers with emotional eyes .Cole looks at Malcolm 's caring eyes . Cole stares at Malcolm a long time . EVERYTHING THAT 'S SAID FROM THIS POINT ON IS WHISPERED .Malcolm blinks very slowly .Cole takes an eternal pause . A silent tension engulfs them both .Malcolm just gazes quietly .Beat .Cole shakes his head , `` No . ''Cole nods , `` Yes . ''Beat .Malcolm becomes completely motionless . Works to hide his shock . He and Cole stare at each other a long time .Beat . Malcolm 's words are extra - controlled . Revealing nothing .Beat .Malcolm nods , `` Yes . '' Cole pulls the covers up to his chin and turns to the window in the room . Malcolm is very still and stares at Cole . MALCOLM 'S EYES - slowly turn and survey the room . They find nothing . Malcolm returns to watching Cole . COLE 'S EYES LOOK AROUND THE ROOM WARILY . WE MOVE IN ON THEM - TILL HIS EYES FILL THE FRAME . Beat . And then we see what he 's staring at . Through Cole 's hospital room window we see the adjacent wing of the hospital building . Rows of hospital room windows are visible . In the windows are patients . SOME OLD , SOME YOUNG . SOME ARE DRESSED IN MODERN HOSPITAL GOWNS . SOME FROM DECADES PAST . THEY STAND UNNATURALLY STILL IN THEIR WINDOWS . WATCHING , WAITING .

Malcolm hails a cab . He steps off the sidewalk lost in his thoughts . Steam rises from a street vent . HEADLIGHTS . A CAR SUDDENLY EMERGES FROM THE STEAM , NARROWLY MISSING MALCOLM . Malcolm jerks out of the way . His briefcase falls to the ground . His tape recorder falls to the sidewalk . Beat . Malcolm reaches down and picks it up .CLICK . Malcolm 's hand with the tape recorder drops to his side .Malcolm stares into the night . He stands alone as thoughts crash like thunder in his head .

The STREETS TURN RED as Lynn drives home from the hospital in silence . She glances down to her right . Cole is curled up asleep on the passenger seat , back in his regular clothes , a tiny party hat clutched in his hand . He looks like a four - year - old . The sight of him exhausted and still , hits Lynn hard . Lynn 's face drowns in deep concern . She lays a hand on Cole 's head as she drives .

The front door opens , Lynn carries Cole in . He 's asleep on her shoulder . She carries him down the hall to his BEDROOM . Lynn lays Cole gently on his bed next to his German Shepherd Puppy . Cole curls up with Sebastian . Lynn watches the two youngsters sleep for a moment . Cole is curled up asleep with a tiny party hat clutched in his hands . He looks like a four - year - old . Lynn has been carrying Cole 's sweater from over her shoulder . She pulls it off and begins to fold it . Her attention is drawn to the sweater . She fingers the fabric of the back . IT 'S RIPPED . Her eyes move to Cole . In the middle of the back of his T - shirt are THREE SMALL TEARS . Lynn pushes the fabric open with her fingers and sees DEEP FINGERNAIL LIKE SCRATCHES on his skin . Lynn looks around helplessly , fear creeping into her eyes .

Lynn emerges from Cole 's room . She turns OFF THE HALL LIGHTS as she moves into her room and closes the door . WE HEAR LYNN PICK UP A PHONE AND DIAL . Beat .The thermostat on the wall reads seventy - eight degrees .

A few hours later . The house seems threateningly still . Too still .

An unnatural silence fills each room of the house . The thermostat on the wall now reads , fifty - two degrees . A LIGHT TURNS ON FROM UNDER COLE 'S DOOR . The door opens a crack . Cole 's tiny face peeks out . Eyes scan the darkness . The door opens a little bit more . Cole 's knees are pressed together . His body dances a little . Cole has to pee . He moves cautiously into the hall . Cole moves briskly to a door halfway down the corridor . Opens it . Cole turns on the LIGHT IN THE BATHROOM . He checks behind the shower curtain , before he turns his back and pees into the toilet . A LARGE FIGURE MOVES PAST THE DOORWAY . Cole instantly stops peeing . His body becomes very still . He slowly reaches for the toilet handle and flushes . He closes his pants and turns . He does n't come out of the bathroom at first . He just stands there and stares into the darkness of the hall . HIS BREATH FORMS TINY CLOUDS IN THE COLD AIR . Beat . Cole finally steps out into the hallway . His eyes catch a SLANT OF LIGHT now coming from the kitchen . Cole hesitates before being drawn to the kitchen . He moves down the hall and turns the corner - coming to a stop in the doorway of the kitchen .

Cole stares at the back of a person cooking food on the stove . Cole 's fear slowly fades away . Beat .The person turns . It 's not Lynn . It 's a strange woman . The woman 's face is demented . A purple gash cuts across her forehead . ALL THE CABINETS AND DRAWERS ARE OPEN BEHIND HER .Cole 's face turns the color of ash .Cole backs up to the doorway .The woman smiles menacingly as she thrusts her wrists forward . They 've been savagely cut .

Cole runs across his room . He heads right for the homemade tent seated in the corner with the `` DO NOT TOUCH '' sign on it . He scurries in . His legs disappear as the bedsheets flap closed behind him . The crazed woman stands at the end of the hall . Does n't come any closer .

Cole is curled up in the tent . He lays still for a moment reaching over and FLICKING ON A FLASHLIGHT . The red interior of the tent gets LIP UP . It 's a striking sight . The bedsheet walls of the tent are lined with religious pictures taped to the walls . Tiny statues of saints surround the interior perimeter . We see the statue Cole stole from the church is in here . This tent is a sanctuary made by an eight - year - old to hide in .

THE LIGHTS IN THE GYM GO DOWN . THE SPOT LIGHT OPENS ON THE STAGE AS THE CURTAINS MOVE TO THE SIDES . A sign to the side of the stage reads , `` The third and fourth grade presents - Rudyard Kipling 's `` The Jungle Book . '' The parents APPLAUD AS TOMMY TAMMISIMO WALKS OUT ON STAGE in a villager 's outfit .BACKSTAGE , Mr. Cunningham cues the rest of the children . THE AUDIENCE APPLAUDS AS THE FULL CAST OF THE ACTORS COME OUT . Some are villagers , others are dressed as trees and animals . Cole comes on stage holding a painted cardboard monkey . MALCOLM APPLAUDS FROM THE BACK OF THE AUDITORIUM .

The arched halls of the private school are lined with posted drawings and test papers . Cole and Malcolm walk down an empty hall .Beat . They continue down the hall in silence . Malcolm takes his time .Malcolm stops at a set of doors at the end of the hall - realizes Cole is no longer next to him . Malcolm turns to find Cole frozen about ten feet back . Malcolm walks to him . He notices Cole 's expression as he gets closer .Cole points to the doors .Cole does n't say anything . Beat .

It 's a large shadowy GYM . Climbing ropes hang from the wood beamed ceiling . Cole is trembling slightly as he stands next to Malcolm .Malcolm follows the child 's gaze to the ceiling of the gym .Beat .Malcolm looks to Cole and then turns back to the ceiling . Malcolm 's body becomes very still . Beat .Malcolm looks at the wood beams and climbing ropes .Beat .Malcolm glances at Cole . Surprise on his face .Beat .Malcolm looks at the empty stairwell and then back to Cole . Nothing is said for a few moments .Malcolm turns back to Cole , he finds the child with tears in his eyes . Cole looks at Malcolm desperately .Malcolm stares helplessly .Malcolm gently leads Cole away from the stairs . COLE GLANCES BACK AS HE MOVES OUT OF THE STAIRWELL . COLE 'S P.O.V. - The ropes and school banners dangling at the top of the stairs sways a little . But so do THE THREE BODIES HANGING BY THEIR NECKS FROM A WOODEN BEAM . It 's a truly horrific sight . A BLACK MAN in britches and no shirt , face beaten to a pulp , hangs in the center . A WHITE WOMAN in a torn white frilly dress - tears soaking her face , hangs to the right . A small MIXED RACE CHILD in half pants , hangs to their left . The family stares at Cole . They follow Cole with their tortured eyes as he exits the stairwell .

Malcolm walks from the bus stop over the cobblestone streets in front of Head House Square . The streets are quiet and dark . Night time has fallen over the city . He slowly comes to a stop in front of an old building . He holds his arm up . Uses his other hand to gently touch his hairs on his arm 's surface . Malcolm looks up slowly . Looks around . The dark shadows fill the corners of the historic building . Malcolm stares into the darkness . Beat .A long moment as he waits . The shadows seem to move , then becomes still . Malcolm shakes off the moment . He returns his hands to his pockets as he moves through the dark streets of Philadelphia to his home .

The doorway to Malcolm and Anna 's bedroom is open . STRAINED VOICES SPILL OUT INTO THE HALLWAY .Beat . THE PORTABLE PHONE RINGS OUT IN THE HALL .WE HEAR MOVEMENT . Anna emerges from the bedroom . Eyes raw . She wipes her tears . She picks up the phone and moves down the stairs . Malcolm walks out into the hall . Stops at the top of the stairs . ANNA 'S VOICE CAN BE HEARD SPEAKING ON THE PHONE from downstairs .Malcolm does n't hear anything as Anna listens to the person on the phone . She smiles as she wipes her tears . He starts for the basement door again .Malcolm turns . He stands frozen at the top of the stairs . Anna 's HUSHED WORDS RISING IN THE AIR LIKE A GUN BLAST .

Lynn adjusts the thermostat as she tries to keep herself warm .Lynn fiddles with the dials . Cole is standing before the beat - up twelve inch kitchen T.V. ON THE TELEVISION SCREEN is Tommy Tammisimo . He stands in his pajamas in a doorway . He coughs .Cole watches as Tommy 's T.V. mother and father give him a spoonful of medicine .Cole watches Tommy running around in his T.V. background , the very next T.V. morning . He 's not sick anymore . Tommy waves to the camera smiling and healthy . The T.V. goes BLACK as Cole throws his shoe at the power button . He moves to the dinner table where Lynn is seated . Cole sits . His hands go on the table . He 's wearing a pair of his father 's extra large LEATHER GLOVES . Cole 's small hands do n't even fill the palm area . Cole has difficulty trying to pick up his milk glass with the gloves .Cole removes the gloves from his hand and places them next to his plate .Cole moves them to the floor . Lynn is irritated , this is a sore point between them . Lynn and Cole eat quietly . Beat .Cole looks up . An anxious expression on his face . Beat .Cole just stares .Cole looks down at his lap .Cole shakes his head , `` No . '' Lynn just stares .Cole does n't answer .Lynn just stares at Cole .Lynn folds her napkin quietly .Beat . Cole 's eyes start to water up .Lynn goes cold .Cole just stares at his mother 's expression .Cole gets up - never taking his eyes off his mother - and leaves the room .

Cole enters the DARK HALLWAY . He gets startled by the SOUND OF HIS PUPPY GROWLING . Sebastian comes racing down the hall and scurries past Cole . Cole watches his puppy dart into the living room and under a couch . Cole slowly turns back and looks down the hall . THE DOOR TO COLE 'S ROOM SITS AT THE END OF THE CORRIDOR . IT 'S ALMOST SHUT . COLE WATCHES AS THE DOOR BEGINS TO OPEN VERY SLOWLY . IT OPENS WIDE . COLE DOES N'T MOVE AN INCH . SUDDENLY IN THE STILLNESS AND THE DARKNESS , A SMALL FIGURE SCURRIES FROM ANOTHER BEDROOM INTO THE BLACKNESS OF COLE 'S ROOM . IT HAPPENS LIKE A FLASH . Cole stops breathing . THE FIGURE SLOWLY STEPS OUT FROM COLE 'S DOORWAY . IT 'S A BOY . A FEW YEARS OLDER THAN COLE . THE BOY WHISPERS IN A LOW , HOARSE VOICE .THE BOY TURNS . WE SEE THAT THE BACK OF HIS HEAD IS MISSING AS HE DISAPPEARS INTO THE DARKNESS OF COLE 'S ROOM . Cole is too terrified to move .

Lynn is kneeling on the kitchen floor trying to coax the puppy out of the broom closet .Lynn turns - surprised to hear her son 's voice . Lynn 's eyes are red from crying . She wipes them quickly with the back of her hand . Mother and son look at each other . Beat .Lynn fights back some tears .Cole does . Lynn smiles at her son .Lynn hugs him . Beat .Cole does n't answer .Cole just closes his eyes and holds his mom tight .Cole does n't say a word .

We are in an antique store . Filled floor to ceiling with furniture and knickknacks . Anna stands with a YOUNG COUPLE . All three lean over and peer into a glass cabinet . An antique engagement ring sits on a velvet stand .The young woman looks at her beau .Anna smiles as she takes the ring out of the cabinet .She places it in their hands .The young woman looks at Anna with great intrigue .The young man throws an odd glance at his fiance .Beat . The young man and the young woman gaze at Anna silently . They look down at the ring . They place their hands on it reverently , delicately - like checking for a pulse . Anna ca n't hold back her sweet smile .

Plainer? You want a plain ring to go with your plain fiance. Is that how it is?

No, baby. Do n't get in a tizzy. It's just. you're so beautiful. you're like a Burmese Sapphire all by yourself. You do n't need all that.

Anna moves to the back desk where SEAN comes out . He 's carrying an antique bench in his arms . He places it down and takes a much needed seat .Anna fills out the paperwork for the ring .Anna looks over to find Sean standing at his desk where a BIRTHDAY PRESENT sits on his tabletop . Sean looks at her .Anna nods , `` yes . ''Anna smiles as she moves to his desk . Sean begins to tear off the wrapping paper like a kid at Christmas . Anna laughs . Sean holds up a weathered hardback copy of `` THE GREAT GATSBY . '' Beat .Sean puts down the book and hugs her . He pulls back a little , still holding her . They smile at each other . Beat . The moment goes on just that crucial fraction of a second too long . Their smiles slowly melt away as they continue to hold each other . Nothing happens for the longest time . CRASH ! A SHATTERING DOOR SLAM ECHOES THROUGH THE STORE . Anna and Jeffery pull apart . They rush past the young man and the young woman to the front of the store . They find the glass front door cracked in a spider web pattern . They carefully push open the door and step out onto the sidewalk . Look around . No one in sight . Anna stares down the empty street . A concerned expression on her face .

You do n't need someone with a masters. You need a wrestler guy whose neck is larger than his head.

Malcolm walks angrily down the sidewalk . He stops as his hand goes to his side . He winces with pain as he keeps walking .

Lynn and Cole emerge from the supermarket . Cole rides inside the shopping cart tucked between bags of food . Mother and son are quiet as they move towards their car . Beat . Lynn leans over , looks at the side of her son 's pensive face . She starts pushing the cart faster . Cole wakes from his thoughts as his hair flutters in the wind . He looks back . Lynn is smiling as she pushes . Cole turns and raises his hands in the air like he 's on a roller coaster . Beat . They slow and come to a rest at the bumper of their car . Lynn leans over - sees the side of Cole 's face smiling . Lynn 's face shows a little happiness for the first time . A little hope enters her eyes as she starts to load the groceries into the car .

Cole and Lynn ride home with a back seat full of groceries . Cole finishes off a cherry popsicle as he watches out the window . Lynn looks over .Cole bites off the last of the popsicle and glances at his mom .Cole stares at his mom quietly .Cole smiles at that . He nods , `` Yes '' joyfully . His smile fades away as he notices his mother fiddling with the HEATER controls . Cole gazes out the front windshield as the car moves towards home . Suddenly a piece of paper sticks to the windshield . It 's a page from a Playbill . A 1941 Playbill . It flies away revealing a woman in a flowing flowery dress from the 40 's suddenly walks into the middle of the street as the pages of her Playbill swirl in the air .The woman in the flowery dress turns . Her hand rests on her stomach . WE SEE SHE IS PREGNANT . Playbills stick to the windshield obstructing the view . Lynn slams the brakes . Too late . THE WOMAN SMASHES INTO THE FRONT GRILL OF THE CAR . HER TERROR - STRICKEN FACE COMES OVER THE HOOD AND CRASHES RIGHT THROUGH THE WINDSHIELD IN A SHOWER OF BLOOD AND GLASS . COLE SCREAMS . LYNN SCREAMS . THE CAR SCREECHES TO A STOP IN THE MIDDLE OF A CONGESTED INTERSECTION . The line of cars behind them suddenly hit their brakes and swerve to one side avoiding a mass collision . After a few seconds , the entire intersection has come to a halt . Cole who has shut his eyes . slowly opens them . He looks around fearfully . His eyes move to the windshield . No broken glass . No blood . And no woman . Cole looks out through the pristine windshield onto the street where cars are stopped and staring all around them . Cole slowly looks over to his mother . He finds her staring at him in complete and utter disbelief . Her hands clutch the wheel . The whites of her knuckles showing her fear . She has no idea why he screamed .

The den is very quiet . Cole and Malcolm sit around the multi - colored table . Malcolm leans back in his small plastic chair - arms folded over his chest . Cole sits slumped over the table - eyes peering out over his arms . They both look like shit .Malcolm nods , `` No . '' Beat .Malcolm does n't respond . Cole watches him . Beat .Beat .Beat .The room falls into silence again . Cole speaks extra soft .Malcolm stares across at Cole .Malcolm looks down at his eyes full with emotion .Malcolm looks up sharply .Beat . Malcolm tries to stay composed . It does n't work .Cole shake his head , `` No . '' Tears fall down Malcolm 's cheeks .Cole is crying now . Cole wipes his eyes with his sleeve . They sit quietly and stare at each other . Beat . Cole whispers .A long pause .They both just stare .Cole searches for the answer in Malcolm 's eyes . He finds it . It 's not the one he wanted . Malcolm looks down .Cole reaches into his pocket . Pulls out a PENNY . Cole pushes it across the table . Malcolm gazes at it , then looks up at Cole 's pained eyes . Beat .

Malcolm sits stoically at his desk in his basement . His eyes gaze at the dusty FRAMED CERTIFICATE FROM THE CITY OF PHILADELPHIA shoved between two packing boxes . Malcolm leans his head back against the chair . Stares into the shadows . Drowns in his thoughts . Beat . THE CHAIR CREAKS as he slowly sits up again . Malcolm 's eyes scan the room and come to a stop on a box marked with the label . `` SESSION TAPES - VINCENT GRAY ''

A tape slides into the tape player seated on Malcolm 's desk . Malcolm hits play . THE SOUND OF A DOOR OPENING AND CLOSING IS HEARD .WE HEAR A CHAIR MOVE AS MALCOLM SITS DOWN . And then SILENCE . Beat .A TEN - YEAR - OLD 'S VOICE ANSWERS .Beat . VINCENT SNIFFLES .Beat .Beat .CLICK . THE TAPE GOES TO SILENCE . Malcolm just sits in the shadowy basement . He does n't move for a while . Then he hits the rewind button . Stops it . Presses play .Malcolm hits the rewind button again . Lets it rewind for a while . Presses play .WE HEAR VINCENT CHUCKLE SOFTLY . THE SOUND OF A DOOR OPENING IS HEARD .FOOTSTEPS AS MALCOLM AND THE SECRETARY LEAVE THE ROOM . THE DOOR CLOSES . AND THE SILENCE . Nothing happens for a long time . AND THEN WE HEAR A SUDDEN CHAIR SCREECH ACROSS THE FLOOR . VINCENT 'S BREATHING QUICKENS . A SLIGHT STATIC STARTS TO FILTER IN ON THE TAPE . Malcolm 's eyes are locked on the spool of audio tape as it spins in the player . Malcolm 's fingers move to the volume dial . He turns it way up . THE STATIC NOISE FROM THE TAPE FILLS THE BASEMENT . Malcolm leans closer to the tape player . Closes his eyes and listens . Beat . DEEP IN THE STATIC . ANOTHER SOUND EMERGES , WHISPERING . A MAN 'S VOICE IS HEARD IN THE ROOM WITH VINCENTMalcolm 's mouth opens in disbelief .

Familia. No dejen que esto me pase. Mi familia. Yo no quiero morir. Familia.

Malcolm stands on a familiar sidewalk . He stares into the bay window of Mr. Marschal 's brownstone . Inside the window we see Mr. Marschal seated with a group of older gentlemen his age . They sit around a table eating sandwiches and talking . Malcolm watches as Mr. Marschal tells a story to his friends . WE CA N'T HEAR WHAT HE 'S SAYING , but when he finishes everyone at the table laughs . Mr. Marschal smiles . Malcolm ca n't help smiling as well . This is not the same man he saw before . Life has returned to this house . Beat . Malcolm turns and moves down the street . Each step faster than the next .

Malcolm moves to the front of the church down the center aisle . His eyes scan the empty seats . No one in sight in any direction . Malcolm stands in the aisle a little out of breath . He holds his hand to his side as he winces a bit . Malcolm 's eyes float up to the balcony where toy soldiers sit on the bannister . Cole 's head pops up .He looks down and studies Malcolm .Malcolm nods , `` Yes . ''Malcolm nods , `` Yes '' again .Malcolm shakes his head , `` No . ''Cole holds up his plastic rifleman . Malcolm 's eyes show he understands now .Beat .Beat . Malcolm glances around the empty church before looking back up to Cole .Cole studies Malcolm 's passionate face . A new face .Cole shakes his head , `` No . ''Cole stops moving . He looks over the balcony railing at Malcolm .Malcolm 's stare is unwavering .Malcolm nods `` Yes . ''Cole takes a big sigh . Fiddles with his riflemen .Cole looks nervous .Malcolm 's eyes are drawn to Cole 's arm . Peeking out from under his shirt sleeve are a set of cuts . Malcolm gazes at them .Cole and Malcolm stand silently in the center aisle of the back of the church .

Malcolm moves around the corner on his street . His mind surges with thoughts . And then he glances up . His steps slow to a complete stop . Further down the sidewalk , coming out of the front door of his house is SEAN . Malcolm 's face turns to stone . He watches as Sean comes down the front stairs and starts across the street . A sudden rage surges up . Malcolm moves towards Sean fast . Sean reaches his car and enters it . He does n't notice the figure closing in on him . THE ENGINE STARTS . Malcolm reaches the car a second late . Sean pulls away into traffic almost hitting another car as he does . Malcolm watches the car disappear down the next street . Beat . Malcolm turns and looks up at his home with unchecked anger and overwhelming pain erupting his eyes .

Malcolm stands in his foyer . Anna is sitting on the stairs , phone in her hand . She faces away from the front . Malcolm 's a ball of tension as he listens to Anna talk into the phone .Beat . A long silence . Then WE HEAR ANNA GENTLY HANG UP . Malcolm leans back against an old radiator . Beat . His eyes close as the SOUND OF HIS WIFE 'S FOOTSTEPS RISES UP THE STAIRS .

The house is silent . No movement . Cole is in his pajamas asleep on the floor of the TENT . Curled up next to him is Sebastian . They sleep surrounded by statues and pictures . Cole 's eyes open as he hears HIS MOTHER 'S DISTANT VOICE .Cole quickly gets up and rushes out of the tent . His foot catches one of the chairs the tent is fastened to . He stumbles out . He does n't realize one of the bedsheets comes loose . It folds to the ground .

He does n't stop as he moves through the shadowy hall and pushes open his mother 's bedroom door .

Cole stands in the doorway to his mother 's bedroom . He looks over the room carefully . Everything is still . Lynn 's room is sparse . No paintings , no accessaries . A bed without a frame sits in the corner . A table with a sewing machine fills the other side of the room . HIS MOTHER 'S VOICE turns his attention back to the bed .Cole looks down and finds his mother laying in her bed . Her face contorted in deep sadness as she speaks in her sleep .Cole smiles at his mother as he moves to her side . Touches her face with his tiny fingers .His touch seems to have an effect . Lynn becomes still in her sleep . Cole watches her carefully .

Cole closes the door to his mother 's bedroom shut . He stands still in the hallway . Lets out a heavy sigh . HIS BREATH ROLLS IN A TINY CLOUD IN FRONT OF HIM . Cole 's brow furrows . He breathes again . This time intentionally . Watches as his breath materializes in the suddenly ice cold air . Every muscle in Cole 's eight - year - old body becomes rigid . He takes a second before moving through the inky darkness of the hall .

Cole hurries to fix his tent . He ties the collapsed bedsheet in a knot on the edge of the chair . He checks it carefully before entering the tent .

When Cole turns around , he stops breathing . AN EIGHT - YEAR - OLD GIRL VOMITS ON HERSELF IN HIS TENT . She finishes and looks up at Cole with drawn eyes .The girl reaches out with her withered and emaciated hands - tiny tubes hang from her wrists . She scratches Cole as he tumbles back terrified out of the tent . The whole tent collapses -

Cole runs hard out of his bedroom and down the hall to the living room . He gets down to the ground and slides under the wooden - legged couch . Sebastian is already huddled in fear under the couch . Cole presses as far back as he can and waits . COLE 'S P.O.V. - is of the living room floor . Chair legs . Coffee table base . Rugs . Everything is still . Cole holds his breath . He waits . Beat . Nothing happens . He takes his first short breaths and watches the room for any sign of movement .

A few minutes later . Cole is now standing in his doorway . He stares at the hunched figure covered by the collapsed tent . BEAT . Cole makes a decision . He looks like he is going to cry - fights it back . He walks towards it . Reaches down and slowly pulls the sheet off the figure . The girl vomits one more time before looking up at Cole .Cole and the little girl stare silently at each other . Cole holds her stare with trembling eyes . He opens his mouth - it takes a while before the words come out .

A downtown Septa public bus . Malcolm and Cole are among the spattering of passengers . They 're both wearing suits . Cole leans his head against the glass of the scratched window . Cole 's large eyes drink in the passing scenery . COLE 'S P.O.V. - A dark , abandoned building stretches for an entire block on one side . A MAN IN A GREY , FULL - BODIED UNIFORM WITH NUMBERS PRINTED ACROSS HIS CHEST . RISES OUT OF THE TALL WEEDS IN FRONT OF THE BUILDING . HE HOBBLES HIS WAY DESPERATELY TOWARDS THE BUS . HIS HANDS AND LEGS ARE SHACKLED . HE LUNGES OUT FOR COLE IN THE PASSING WINDOW .A GUNSHOT ECHOES IN THE AIR . THE MAN 'S CHEST EXPLODES IN RED AS HE FALLS TO HIS KNEES SCREAMING . Cole jerks back from the window . The bus quietly drives past THE OLD PRISON BUILDING . Cole stares down at his lap and tries not to look up anymore . Beat .Cole falls into deep thoughts as he stares down at his dress shoes . Malcolm slips back into silence . The city bus slithers through the old Philadelphia streets working its way downtown .

A modest home sits on a corner . Its small lawn , groomed carefully . Rows of parked cars spill out from the driveway onto the streets . People in suits and dark dresses move somberly in and out of the front door of the home . Cole and Malcolm join the visitors as they walk slowly towards the doors . A frail , little girl about four years of age sits in a dark dress on the swings in front of the house . Visitors say hello to her as they pass . She does n't say anything back .Cole nods , `` Yes . '' Malcolm and Cole watch her for a moment before following others into the modest corner home .

The home is packed with people . The gathering of mourners is standing room only . The AIR IS FILLED WITH DOZENS OF HUSHED CONVERSATIONS .We move to .We move to .We move to .We move to .A FAMILY PORTRAIT HANGS NEAR THE FRONT DOOR . Two girls , one bigger , one smaller sit on the ground in front of their mother and father . Their smiling faces welcome the mourners . Malcolm and Cole are standing at the bottom of a staircase . Waiting . The front door opens as another group arrives . Malcolm nods to Cole as the foyer fills up . The two of them quietly disappear upstairs .

The narrow hall is lined with boxes of medical supplies . I.V. stands , sterile needles and pads are in the process of being taken away . The boxes are piled outside a closed bedroom door . Cole stares at the shut door like he does n't want to go in . His eyes move to the large , colorful map of the world that dons the hallway wall . He gazes at the many countries and continents . Beat .Cole stares at the map and then turns to Malcolm .Cole turns and stares quietly at the door . He waits a long time before reaching for the doorknob .

Cole closes the door behind him . He turns and gazes at the girl 's bedroom . There 's a hospital bed near the window . The walls are covered with get - well cards and drawings from family , friends , and school children . Her shelves are filled with puppets . All shapes and sizes of puppets . Next to the shelf is a puppet stage and a camcorder on a mini tripod sitting next to it . Cole walks to the shelf and picks up a FINGER PUPPET DANCER . He places it in his pocket . On the girl 's desk , is a large collection of video cassettes . The labels read , `` Puppet Show Christmas 96 , '' `` Puppet Show Birthday party , '' `` Puppet Show class trip '' . Cole reads the labels carefully before moving towards the closets . He passes the bed . AN EMACIATED HAND REACHES OUT FROM BENEATH THE BED AND GRABS COLE 'S ANKLE . Cole jerks back startled . He watches as the girl 's hand slips back under the bed . Cole stays very still . Waits . Nothing happens . He slowly bends down . His hands touch the floor . He tilts his head and looks under the bed . The emaciated little girl who came to his tent lays curled on the floor . Her bulging eyes glare at Cole . She moves suddenly . Thrusts a jewelry box forward . It slides across the wooden floor and stops just before Cole . Cole and the sickly girl stare at each other . Neither of them say a word .

The room is thick with mourners . Most are gathered around the GIRL 'S MOTHER , a young woman in her late twenties . As she moves through the room to the kitchen , she receives the many cards , hugs , and flowers that are offered as condolence . Mrs. Collins leaves the living room . Malcolm watches breathlessly from the doorway as Cole moves through the many adults across the room . The girl 's father , MR. COLLINS , a thin man in his late twenties , is seated on the reading chair next to a T.V. His face is granite . No one in the room dares to talk to him . He stares statue - like at an abstract point in the room .The man does n't react . Some of the guests look oddly at the little boy standing before the man .Beat . The man slowly turns and looks down at the boy standing next to him . Cole is very shaky . Malcolm watches everything anxiously . Cole stares at Mr. Collins .The man 's face begins to crumble . Beat . He nods , `` yes '' softly . Cole holds out the jewelry box . It trembles with his hands . The father just stares at it . Beat .The father becomes very still . His eyes fill with a storm of confusion and pain . After the longest time , the father reaches and gently takes the box out of Cole 's small hands . Cole begins to back away . The father gazes at Cole as he melts into the crowd . Cole reaches Malcolm and the two then slip out of the house . The father looks down in a daze . He goes to open the jewelry box . His movements are slow and strained . He lifts the latch and open the box . Mr. Collins stares at an unlabeled video cassette .

People in the room start to turn as the T.V. comes on . Mr. Collins is seated now . THE STATIC SNOW ON THE SCREEN IS QUICKLY REPLACED BY AN IMAGE . TWO PUPPETS DANCE ON STAGE . WE HEAR KYRA 'S VOICE SING FOR THE PUPPETS AS THEY DANCE AROUND . Her father 's face forms the most heartbreaking of smiles as he watches the performance . The entire room has stopped what they were doing . T.V. SCREEN WE HEAR FOOTSTEPS COMING UP THE STAIRS . The puppets go limp . The entire stage gets lifted up . We see it carried away by Kyra . We can view the whole bedroom now . The camera is seated on her desk in the corner . Kyra climbs in bed and pretends to be sleeping when the door opens . It 's Mrs. Collins . She carries in a tray of soup and a sandwich . LIVING ROOM The crowd watches in riveted silence . The father never takes his eyes off of the screen . The image of the mother prepares the meal . She uncovers the fruit and the soup . Places a straw into the drink . And then it happens . The image of the mother walks to a closet . Opens it . An assortment of household cleaners and sponges are kept inside . She pulls out a bottle of floor cleaner . Reads the label for the ingredients . Walks back to the food tray , where she unscrews the cap on the floor cleaner . The mother pours some into the cap . Checks it .The mother pours some into the bottle . The remainder goes into the child 's soup . She replaces the cap and puts the bottle back in the closet . The image of the mother turns to the bed carrying the tray . She places the food on a metallic rolling table and swings it over the bed .Kyra pretends to wake from a deep sleep .The image of the mother smiles .Kyra picks up the spoon and takes a sip . Her face crinkles at the taste . She looks up at her mother .Kyra slowly brings the spoon to her mouth and swallows another spoonful . The father SHUTS OFF THE TELEVISION with his trembling hands . He presses his hands to his eyes like they 're burning . The ROOM IS UTTERLY SILENT .

Do n't say it tastes funny. You know I do n't like to hear that.

Mrs. Collins is seated at the dining room surrounded by friends and family . She fixes one of the many bouquets of flowers on the table . It takes her a beat before she feels the stare . She looks up . Standing in the doorway to the dining room is Mr. Collins . A group of ashen faced guests stand in the distance behind him . Husband and wife 's eyes meet . Mrs. Collins smiles softly . Mr. Collins ' eyes tremble with tears .The whole world stops . The mother 's face registers confusion at first . Then slow realization . Her eyes glace at the many faces around her . She looks back at her husband . His glare is painful . Rage filling every cell of his body . Tears falling faster down his cheeks . Mrs. Collins turns her attention back to the flowers . She concentrates with all her strength . Beat . Her hands begin to shake .Her words are met with ice cold stares . The first tears stream down her face . The pretty flowers of consolation in her hand tumble to the floor .

Cole sits on the swings next to Kyra 's four - year - old sister . She does n't look up . Malcolm waits in the driveway . Watches them from a distance . Cole reaches into his pocket and pulls out the little FINGER PUPPET . He holds it out .The four - year - old stares at the finger puppet , then quietly takes it in her small hands . The two children do n't say anything for a while . Malcolm glances to the house , where all movements in and out of the home has ceased . Cole turns to the four - year - old .The little girl finally looks up . She has the saddest eyes . FOUR YEAR OLD Kyra 's not coming back . Beat .The little girl stares down at the finger puppet . Cole lightly places a hand on her shoulder . Nothing else is said . Nothing else is done . Malcolm looks across the two children on the swings . One mourning . One consoling . Malcolm takes it in , overwhelmed .

Stanley Cunningham moves between two curtains and comes to a prop room door in the back . He puts an ear to the door , listens and then knocks . After a second , he enters . Mr. Cunningham finds Cole sitting in a poor villager costume as a FEMALE TEACHER kneels next to him and makes final adjustments . Cole and the woman glance at Mr. Cunningham .Mr. Cunningham looks around the room and then directly at Cole .The Female Teacher looks to Cole and nods .She stands up . The entire left side of her face has been burnt horribly . Grotesquely disfigured .THE FIGURE OF THE WOMAN MOVES PAST MR. CUNNINGHAM IN THE DOORWAY . SHE DISAPPEARS INTO THE DARKNESS . Cole puts on his tattered hat .Mr. Cunningham smiles .They share a look before walking out of the prop room and entering the hall . We see them walking away .Beat .

It begins to rain . Malcolm pulls his jacket over his head as he scurries up the stairs of the school .

Malcolm stands and catches his breath in the corridor of St. Anthony 's Academy . A teacher rushes in the hall with an armload of costumes .The teacher hurries past Malcolm and down the hall without saying a word .The teacher scurries around a corner . Malcolm watches her curiously .

Malcolm moves quickly to a set of double doors and opens them . He steps into the DARKNESS OF THE AUDITORIUM . The play is in full swing . Cole and a large group of costumed children are on stage . Cole holds a broom and wears a worn - down costume . He stands to the side - hidden by others . A boy in a shiny - armored costume walks to the center of the stage where a large cardboard stone is seated . A sparkling HANDLE sticks out of the top . The armored boy tries to lift it . It wo n't budge . Bobby , the chubby boy from the party , is dressed in a magician 's costume . He is Merlin . He steps forward .Merlin looks to the group on stage . Looks right at Cole .The group of villagers on the stage LAUGH AND MOCK THE SUGGESTION . Tommy Tammisimo is dressed in a mismatched costume - he hops around , clearly embarrassed .Tommy turns a deep shade of red and hobbles off the stage . Merlin looks to Cole . He smiles a true friend 's smile .Cole hesitates . Not because he 's acting . He really hesitates . It takes him a moment before he steps forward . Cole steps up to the stone . He places his hand around the handle . Begins to pull . The sword starts to come out . The villagers GASP . Cole raises the shiny sword out of the stone and high above his head . Merlin and everyone on stage bows . A SILENCE FILLS THE AUDITORIUM . Malcolm watches his client , standing unafraid in the spot light for the first time . The villagers rise and rush to Cole . They scoop him up and carry him around the stage in celebration . Cole chuckles and then starts laughing as the group of eight - year - olds try unsuccessfully to keep him up . They slowly sag and then collapse . All the students are laughing as they try to untangle themselves . Malcolm watches with utter joy as Cole becomes indistinguishable among of a group of twenty children giggling and enjoying themselves on stage .

The rain comes down a little stronger now on the stained glass window . Malcolm sits on the stairs in the lobby . Cole walks back and forth in front of him . Cole still holds the sword from the play .Malcolm shrugs his shoulders .Cole keeps moving . Beat .Malcolm does n't respond for a while . He shakes his head , `` No . '' Beat .Cole smiles huge . Beat . Cole 's sword drags on the tile as he continues to circle around the hall . We get the idea he does n't want to be still .Cole glances at Malcolm .Beat . Malcolm exhales very slowly as he gets up .Cole watches as Malcolm walks down the stairs to the entrance . Cole stops moving .Malcolm 's face shows his losing battle against his emotions . He does n't turn to look back .

A rain - soaked bridge . A two - lane road merges to one lane around a severe car accident . A rear - ended car has jumped the sidewalk and hit the guard rail of the bridge . The driver is helped out by police . He 's shaken but okay . Police flares guide the cars as they crawl by . Lynn and Cole are standing still in bumper - to - bumper traffic . Lynn leans her chin on the steering wheel . She tries to stare through the layer of water on the glass . She hits the windshield wipers .Beat . Lynn glances over to Cole who sits in his seat silently .Cole shakes his head , `` No . ''Beat .Beat .The way he says the words gives Lynn a chill .Cole takes a long time .Lynn leans over the steering wheel . She wipes the windshield with her palm to see better .Lynn gazes out the windshield at the line of red tail lights . Beat .A WOMAN IN HER LATE FORTIES , HELMET CRACKED , HAIR MATTED WITH RAIN AND BLOOD , STANDS STARING THROUGH COLE 'S PASSENGER WINDOW . Lynn looks over slowly . She does n't see anything outside his window . She eyes Cole .Beat .Cole nods , `` Yes . ''Cole nods `` Yes '' again . Lynn becomes upset . She nods with grave understanding . Cole watches her .Lynn 's eyes moves to Cole .Cole gazes at her intense expression .BEAT . Cole smiles a tiny smile . Lynn glances down .She drowns in her thoughts . Beat .Lynn looks up sharply .Lynn becomes still . Her face is unreadable . When she speaks , her words are extremely controlled .Beat .Lynn 's eyes lock on Cole 's .Lynn brings her hands to her mouth .Lynn begins to cry .Lynn covers her face with her hands . The tears roll out through her fingers .Beat . Lynn looks at her son . She barely gets the words out .Cole moves closer to Lynn . She cradles him in her arms . Mother and son hold each other tight . WE PULL BACK FROM THE WINDSHIELD , BACK PAST THE FRONT BUMPER WHERE THE FIGURE OF THE BLOODED WOMAN STANDS STARING AT COLE AND HIS MOTHER . WE SEE A MANGLED BIKE PULLED OUT FROM THE REAR - ENDED CAR ON THE SIDEWALK . WE MOVE UP AND AWAY FROM THE RAIN - SOAKED BRIDGE .

Malcolm enters the living room and smiles at what he sees . Anna is asleep in a chair . She 's curled up in a ball . In a way , she looks like a little girl . Their WEDDING VIDEO PLAYS SOFTLY ON THE TELEVISION . Malcolm watches himself and Anna cutting their wedding cake . THE CROWD APPLAUDS AS THEY FEED EACH OTHER PIECES . Malcolm turns from the television and takes a seat next to Anna . He gazes upon his wife softly .Silence . Malcolm gazes for a beat before looking down .Malcolm 's eyes move back up . He looks at his sleeping wife . ANNA 'S TALKING IN HER SLEEP . Malcolm ca n't believe it .Beat . Her lips move again . Eyes never open .Beat .Beat . She becomes silent . Anna falls back into deep sleep , her arm slides down . SOMETHING SHINY FALLS OUT AND ROLLS ON THE GROUND . Malcolm 's eyes watch as it comes to a stop . Beat . He gazes curiously at a GOLD WEDDING BAND laying on the wood floor . Confusion washes over his face . He looks to Anna 's hand . An identical gold wedding ring sits on her finger . Beat . Malcolm looks down at his own hand . HIS WEDDING RING IS GONE . Malcolm is completely lost . He takes a couple steps back . Looks around in confusion . His eyes come to rest on the door to his basement office . He looks in disbelief at the set of DEAD BOLT LOCKS on the door . Malcolm does n't know what the hell 's going on . His eyes are drawn to the dining table . Only ONE PLACE SETTING is out on the tabletop . His eyes search again - they finally lock on the WEDDING VIDEO PLAYING . Malcolm watches images of himself on the screen . His eyes fill with a storm of emotions . Malcolm looks to Anna 's face and becomes very still . Beat . CLOSE ON ANNA . TILL HER SLEEPING FACE FILLS THE FRAME . IT 'S NOW WE NOTICE FOR THE FIRST TIME , THAT ANNA 'S BREATHS ARE FORMING TINY CLOUDS IN THE COLD AIR .FLASHBACK : INT . BEDROOM - NIGHT VIOLENT GUN SHOTS RING THROUGH THE BEDROOM . Anna rushes across the room to a crumpled Malcolm laying on the floor . Malcolm 's hands are clutched at his side . Anna pries his hands away to reveal the tiniest tear in his shirt . Anna 's eyes catch something dark - moving . A POOL OF BLOOD IS FORMING UNDER MALCOLM . She slowly turns him over on his side . A horrific sight . An enormous exit wound on his lower back pours out blood uncontrollably . Malcolm 's jaw is locked open . His breaths are long and strained . ANNA IS SCREAMING , BUT HER VOICE SOUNDS FAR AWAY . Malcolm 's open jaw releases a long strained breath and then becomes silent . Anna tries to cover the wound with her hands desperately . PRESENT : INT . LIVING ROOM - NIGHTMALCOLM 'S VOICE SHAKES THE ROOM . Anna just sleeps . Malcolm staggers back . His breathing erratic . He takes a seat across from her . He looks at his wife and suddenly becomes very still . Anna 's still curled up asleep , but tears are falling from her shut eyes . Beat .Anna does n't move , but her tears seem to fall a little faster .Malcolm 's mind is racing .Beat .Malcolm gazes at his wife . Tears fall from both their eyes .Anna lays still .The room falls into silence . Malcolm sits still across from his wife . He drinks her in with his eyes . Malcolm leans back in the chair . Slowly closes his eyes . They close shut . WE ARE TIGHT ON ANNA . WE SEE HER SOFT BREATHS FORMING A TINY CLOUD IN THE COLD AIR . WITH EACH BREATH , THEY BECOME LESS AND LESS VISIBLE . THE ROOM BECOMING LESS AND LESS COLD . SOON HER BREATHS ARE N'T VISIBLE AT ALL . SHE BREATHES GENTLY , FALLING BACK INTO A PEACEFUL SLEEP . WE PULL BACK to reveal Anna alone in the living room . THE WEDDING VIDEO PLAYS ITS LAST SCENES . MALCOLM IS AT THE MICROPHONE ON THE DANCE FLOOR IN FRONT OF ALL THE GUESTS . HE 'S HOLDING A GLASS OF WINE .Malcolm smiles as he takes a sip . The guests chuckle as they watch . Beat .The crowd erupts in LAUGHTER .Malcolm looks around at everyone 's smiling faces . Beat . Malcolm takes his time . He looks just past the camera .Malcolm 's eyes fill with water .THE END

BLACK .A HALF-DOZEN POLICE OFFICERS swarm the Manchester home of mathematics professor Alan Turing .INSIDE ALAN ’ S HOUSE : There 's been a break-in , and the house is a mess - someone has given it a pretty thorough once-over .PAPERS inked black with mathematical symbols litter the floor . The test tubes and beakers of Turing 's chemical work are shattered in the study , CYANIDE and POTASSIUM NITRATE DRIPPING ACROSS THE UGLY CARPET .And , in the corner : A MACHINE . It ’ s the size of a dresser , tall , sprouting VACUUM TUBES and WIRES . It looks anachronistic here , too futuristic for its time . The CONSTABLES LOOK AT THE MACHINE , CONFUSED : What is that thing ?A CONSTABLE PHONES IN the robbery to police headquarters —

Good. This is going to go very quickly now. If you are not listening carefully, you will miss things. Important things. You ’ re writing some of this down? That ’ s good.

I will not pause, I will not repeat myself, and you will not interrupt me. If you ask me a question, I will ignore it. You think that because you ’ re sitting where you are, and I am sitting where I am, that you are in control of what is about to happen. You ’ re mistaken. I am in control, because I know things that you do not know.

What I will need from you now is a commitment. You will listen closely, and you will not judge me.

When I am finished — when I have told you that I am finished — you are free to think whatever you like. But until then, you will trust that while this story will be hard for you to understand, everything I am saying I am saying for a reason.

If you can not commit to this, then please leave the room. That ’ s right, you ’ re the one who ’ s free to go. But if you choose to stay, if you choose to listen, remember this : If things happen that you do not like, you chose to be here.

What happens from this moment forward is not my responsibility : It ’ s yours.

You ’ re breathing heavily and you ’ re going to inhale this junk and you ’ re going to leave your collicky son without a father.

Cyanide. Undiluted. Wouldn ’ t take more than a thimbleful to kill you.

You lied to your friend here about your son, which is just unseemly. Collick didn ’ t keep you up all night. Drink did. You ’ ve bags under your eyes the size of strawberries. Your topcoat reeks of whiskey. You ’ re short of breath after walking 30 paces. And I believe Manchester United had a match yesterday, yes? I could hear the shouting from Simpson ’ s on my way home.

Gentlemen, I don ’ t think you could figure out who broke into my house if he walked up and spat in your face. What I could really use at the moment is not a bobby but a good cleaning lady. So unless one of you has an apron in your car, I ’ d suggest that you file your reports and leave me alone.

Rather depends on how old my peers were when they did comparable work, doesn ’ t it?

Newton discovered the binomial theorem at 22. Einstein published four papers that changed the world at 26. As far as I can tell I ’ ve barely made par.

It hardly seems fair that that would be a requirement for employment here, Mr...?

Mother says that I can be off- putting sometimes. On account of being the best mathematician in the world.

The German codes are a puzzle. A game. Just like any other game.

I ’ m very good at games. Puzzles. And I think this is the hardest puzzle in the world.

... That ’ s what you ’ re doing here. The top secret program at Bletchley. You ’ re trying to break the German Enigma machine.

It ’ s the greatest encryption device in history, and the Germans use it for all major communications. If the Allies broke Enigma — well, this would turn into a very short war indeed. Of course you ’ re working on it. But you also haven ’ t got anywhere. If you had, you wouldn ’ t be hiring cryptographers out of University. You need me a lot more than I need you. I ’ d just as easily go work for the Germans, frankly, but they simply don ’ t have anything this good to work on. Our mathematicians aren ’ t as impressive as theirs. With one significant exception. I like solving problems, Commander. And Enigma is the most difficult problem in the world.

— It ’ s not that simple, is it? Just having an Enigma machine doesn ’ t help you decode the messages.

— Over one hundred and fifty million million million possible settings.

Are we all to work together then? I prefer to have my own office.

I don ’ t have time to explain myself as I go along, and I ’ m afraid these men will only slow me down.

Humans find violence deeply satisfying. But remove the satisfaction, and the act becomes... Hollow.

Every single German message. Every surprise attack. Every bombing run. Every imminent U-boat assault. They were all floating through the air, radio signals that any schoolboy with an AM kit could intercept.

One hundred and fifty nine million million million possible Enigma settings. All we had to do was try each one.

But if we had 10 men checking one setting a minute, for 24 hours every day and seven days every week, it would take... Well, you tell me. How many days would it take to check each of the settings?

Oh dear, you still haven ’ t worked it out, have you? Pity you didn ’ t pay more attention in school.

To stop a coming attack, we would have to check 20 million years worth of settings... In 20 minutes.

Oh. Even a broken clock is right twice a day. That ’ s not progress at all, that ’ s just blind luck. I ’ m designing a machine that will allow us to break every message, every day, instantly.

Complaint? Hugh Alexander has denied my requisition. Parts and equipment, to build the machine I ’ ve designed.

It ’ s inspired by an old Polish code machine, only infinitely more advanced.

Fine. My response is, they are all idiots. Fire them and use the savings to fund my machine. I ’ ll only need about a hundred thousand pounds.

... Enigma is a machine. A very well-designed machine. Our problem is that we ’ re trying to beat it with men. What if only a machine can defeat another machine?

All sorts, really. A school teacher. An engineer. A handful of students.

... You ’ ll have six minutes to complete the puzzle, at which point—

— Miss Clarke. I find tardiness unacceptable under any circumstance. Now take a seat, so we may continue.

Miss Clarke. You now have the distinct honor of having wasted more of my time than any other person in this room. Quiet. Gentlemen. And lady. You have six minutes. Begin.

No. It takes me eight. But this test isn ’ t about crosswords — it ’ s about how you approach solving an impossible problem. Do you take the whole thing at once? Do you divide it into smaller —

We ’ re going to break an unbreakable Nazi code and win the war.

— Well it ’ s a very important radio factory you see. It ’ s not really — I mean along the spectrum of radio factories this one is particularly—

... We have a group of young women who tend to our clerical tasks. Assistants, translators. They live together in town. Would that be a more suitable environment?

... Wonderful ladies, they even organize social events at St Martin ’ s church, down the road. The whole thing is really quite... Decorous.

You won ’ t have the proper clearance, so we ’ ll have to improvise a bit.

There is only one thing that matters in this entire world, do you understand? Breaking Enigma.

... Sometimes it is the very people who no one imagines anything of who do the things that no one can imagine.

These are actual decrypted Enigma messages, direct from Nazi high command.

It ’ s the relationship between the encrypted and decrypted messages that interests me. Is there a clue there that we can build into Christopher?

Human beings can compute large sums very quickly. Even Hugh can do that. I want Christopher to be... Smarter. To make a calculation, and then to determine what to do next. Like a person does. Think of it : An electrical brain. A digital computer.

... This is a Beale Cypher. It ’ s encrypted with a key phrase, from a book or a poem or...

I know you don ’ t like me... But you don ’ t think I could actually be a spy, do you?

No, they really are... I... Joan told me it ’ d be nice to bring you all something.

... There are two fellows in the woods. And they run into a bear. The first fellow, he kneels down and starts to pray. But the second one, he begins lacing up his boots. The first one says, “ my friend, what ’ re you doing? You can ’ t outrun a bear. ” And the second one responds, “ I don ’ t have to. I only have to outrun you. ”

You will never understand the importance of what I ’ ve created here.

Even with the diagonal board he ’ s not eliminating settings as quickly as —

You have the opportunity here to make some actual use of your life —

Having children, a family... I want that with her. I do. I just don ’ t know if I can... Pretend...

Because I ’ m sitting in a police station, accused of entreating a young man to touch my penis, and you ’ re asking me whether machines can think.

Of course machines can ’ t think “ as human beings do. ” A machine is different from a human being ; hence, it would think differently. The interesting question is, just because something thinks differently from you, does that mean it ’ s not thinking? We allow that humans have such divergences from one another. You like strawberries. I hate ice-skating. You cry at sad films. I ’ m allergic to pollen. What does it mean to have different tastes — different preferences — other than to say that our brains work differently? That we think differently from one another? And if we can say that about each another, why can ’ t we say the same for brains made of copper and steel?

The game. It ’ s a test, of sorts. For determining whether something is a machine, or a human being.

There ’ s a judge, and a subject. The judge asks questions, and based on the subject ’ s answers, he determines : Who is he speaking with? What is he speaking with? All you have to do is ask me a question.

It ’ s searching... It ’ s just... It doesn ’ t know what it ’ s searching for... If only we knew what the messages were going to say...

That ’ s impossible. The Germans are instructed to choose five letters at random to start every message.

— In this case, love just lost the Germans the whole bloody war.

What if Christopher doesn ’ t have to search through all the settings? What if he only had to search the ones that produce the words we already know will be in the message?

They send a weather report at 6AM. Every day. That means there are three words we already know will be in the 6am message. “ Weather, ” obviously, and —

— Peter, John — Run voltage from those rings through the back scramblers —

Turns out that ’ s the only German you need to know to break Enigma.

No. No. You can ’ t call Denniston. You can ’ t tell him about the attack.

Do you know why people like violence, Hugh? Because it feels good.

It would feel good to blow those U- Boats out of the Atlantic. But sometimes we can ’ t do what feels good. We have to do what ’ s logical.

The hardest time to lie is when the other person is expecting to be lied to.

Suddenly our convoy veers off course and a fleet of RAF bombers magically descends on the location of a pack of U-Boats? What will the Germans think?

Two years of work. Everything we ’ ve done here. It ’ ll all be for nothing.

Our job wasn ’ t to save one passenger convoy. It was to win the war.

We need your help to keep this from the Admiralty. Army. RAF. No one can know we broke Enigma, not even Denniston.

While we develop a system for determining how much intelligence to act on. Which attacks to stop, which to let through. Statistical analysis. The minimum number of actions it ’ ll take to win the war, but the maximum number we ’ re able to take before the Germans get suspicious.

We ’ ll require a believable alternate source for each piece of information we use.

And it quickly became the largest store of military intelligence in the history of the world.

Secrecy became the primary concern. And for some reason they trusted me.

I gave those to her. A year ago. When she was with the clerks I was—

... We can ’ t be engaged anymore. Your parents will have to take you back and find you a husband elsewhere.

... There ’ s something I have to tell you. I ’ m... I ’ m a homosexual.

Care for you. I never did. I only needed you to break Enigma. And now I ’ ve done it, so you can leave.

Every day we performed our blood- soaked calculus. Every day we decided who lived and who died. And every day we guided the Allied armies to victory without anyone knowing.

Stalingrad? The Ardennes? Normandy? None of those victories would have been possible without the intelligence we produced.

People talk about the war as this epic battle between civilizations. Good versus evil, liberty versus tyranny. Armies of millions bleeding into the mud, fleets of ships that weighed down the oceans, packs of airplanes that dropped bombs until they blotted out the sun itself. But it wasn ’ t.

The war was really just a half- dozen crossword enthusiasts in a tiny village in the south of England.

This war is over. But there will be more. And we know how to break a code that everyone else thinks is unbreakable.

Now, Detective, you get to judge. That ’ s how the game works. I answered your questions. You know my story. That ’ s the point of the game. We are all pretending to be something. Imitating something. Someone. And we are no more, and no less, than what we can convince other people that we are. So tell me : What am I? Am I a person? Am I a machine? Am I a war hero? Am I a criminal?

I have to go in for weekly oestrogen treatments. At the hospital.

— Chemical castration. Yes. To cure my homosexual predilections. Of course I chose that. I wouldn ’ t be able to work from prison.

Well how would I even have got parts in jail? It just makes no sense.

... Christopher has got so smart. If I stop the treatment, they ’ ll take him away from me. You can ’ t let them do that. You can ’ t. Don ’ t let them leave me alone.

You got what you wanted, didn ’ t you? Work. A husband. A normal life.

— At headquarters , a RADIO GIRL RECEIVES the information and passes it to an assistant for delivery to the detectives on duty —

— While in London , a RADIO OPERATOR in a dark room far below Victoria Street INTERCEPTS THE MESSAGE —— The MESSAGE is HANDED OFF and WHISKED through the dim hallways —

— Until it ’ s finally deposited on the desk of STEWART MENZIES , the Director of MI-6 . British Secret Intelligence Services .Menzies picks up the message : “ Alan Turing has been robbed . ”

DETECTIVE ROBERT NOCK , 40s , athletic , more interested in football than being a detective , hustles past a few double- parked police cars and up the steps and into :

Detective Nock enters to find the same messy crime scene we just saw . He ’ s addressed by SERGEANT STAEHL .ON NOCK : What on earth does that mean ? Staehl shrugs .Sergeant Staehl shows Nock the MACHINE in the corner . ON NOCK : What the hell is that ?Sergeant Staehl motions to the next room , and he follows Nock in ... ... Where they find ALAN TURING , 38 . He ’ s the smartest man in the room , and he knows it . But he doesn ’ t really care if you do . Turing is VERY CAREFULLY sweeping up a pile of WHITE POWDER . He ’ s doing it with a PAINTBRUSH , his mouth covered in a scarf . He ’ s totally oblivious to the detectives as they enter .Detective Nock steps closer , peering over Turing ’ s shoulder at the white powder .Detective Nock stops , and steps back . What in the world ?Turing finishes sweeping the cyanide into a jar , before safely CAPPING IT . Turing stands , removes his scarf , and for the first time takes a look at Detective Nock . Sizes him up .Detective Knock and Sergeant Staehl exchange a look .Sergeant Staehl SIGHS , embarrassed .Staehl is about to say something — and probably something aggressive , by the look of his face — but Nock stops him .

The baby. Up all night, hollering and crying. June says it ’ s collick.

Turing, Alan. Professor at King ’ s. Seems there ’ s been a robbery.

Maths. Or, as he put it, “ ordinal logic, with a dose of number theory. ”

Something with machines. Project at the NPL, I checked, but he won ’ t say what it ’ s on.

Professor Turing? My name is Detective Nock. Manchester Police. Sergeant Staehl here tells me you ’ ve had a robbery last night.

Sergeant Staehl, is it just me, or do you get the sense that we ’ re being insulted?

You had a break in last night. Your neighbor, a Mr. Springborn, called to report the noise. Only you say there ’ s nothing missing. Odd. So how about it — You tell us what happened, and we find the chap who did this.

... As you say, Professor Turing. Best of luck with your cyanide.

I ’ ll give you a bob if you can name me a more insufferable sod.

Oh, you ’ ve a soft spot for the bastard ‘ cause he called you on your drink? Which, while we ’ re on the subject —

... So are you going to catch this mysterious thief who hasn ’ t actually stolen anything?

“ Suspect ”? I distinctly recall writing his name next to the word “ victim. ”

Good God... Your home address, your district, your... Bob, there is a letter here from the Foreign Office.

If you didn ’ t want a pair of bobbies digging around in your personal affairs, well, that would have been a stellar way to see that they don ’ t. Tell me you don ’ t think this is suspicious.

A mysterious professor who won ’ t admit he ’ s had something stolen from his flat?

... Yes, I am aware of the literal meaning of the word “ classified, ” what I ’ m asking is why would a maths professor have his military records classified?

Alan Turing is a suspect in a robbery but they won ’ t share a thing with the police?

Pardon me. I ’ d like to see some documents, if I may. Service records of a Mr. Turing. Alan.

Alan Turing ’ s war records aren ’ t just classified. They ’ re non- existent. That means someone got rid of them. Erased them, burned them.

The Soviet spies. But first, they were professors, weren ’ t they? Newspapers say they became radicalized at Cambridge. Then they joined the Communist Party, took positions in the Foreign Office and leaked information to Stalin during the war. Now, can you think of anyone else we know who was at Cambridge, then took up something murky and top secret when the war broke out?

Something very serious is happening, right here under our noses. Wouldn ’ t you like to find out what it is?

He said alright. Let ’ s do it. Let ’ s follow Turing. You ’ ll take the first shift. Turing won ’ t have a secret left by the time we ’ re through with him.

No. No. This is bloody rubbish. Turing is up to something important, not getting his jollies in some pub.

I don ’ t care if it ’ s disgusting. This is not the investigation I was conducting.

Please. I know him. I know he ’ s hiding something and I know I can get him to talk... Give me half an hour alone and then I swear to you I will spend the next month running errands on as many rubbish cases as you like.

Detective Nock and Sergeant Staehl walk away from Turing ’ s house .CUT TO :

Alan Turing — 11 years younger — HURRIES through Euston Station on the day that Britain declares war on Germany . The station is preparing for war : PAPERBOYS SCREAM the headlines : “ 800,000 CHILDREN EVACUATED ! ” “ GERMAN BOMBS COMING ! ” “ FOOD SUPPLIES RATIONED ! ” MILITARY PERSONNEL herd PACKS OF CHILDREN like cattle onto rumbling trains . The children , born with stiff upper lips , hold back their tears . A FATHER shakes the hand of his 8-YEAR-OLD SON goodbye , almost business-like . Neither knows if they ’ ll ever see one another again . Alan moves through this determinedly , methodically , and unemotionally — it ’ s like he doesn ’ t even notice anyone is there .

Alan Turing walks down the aisle of a train bound for Bletchley Park — his is the only adult face amidst the sea of children . He watches a SMALL BOY pour over a PUZZLE BOOK . OLDER KIDS , loud and rowdy , TAUNT the Small Boy , who doesn ’ t look up , he ’ s so focused on his puzzles . Alan watches . Maybe he smiles . Maybe he understands .

Alan walks through the small village of Bletchley . He passes a sign that reads “ BLETCHLEY RADIO MANUFACTURING ” as he heads to EXT . BLETCHLEY PARK - AN HOUR LATER Alan arrives at the imposing front gates of Bletchley Park . An enormous Victorian mansion lies in the center of the grounds , surrounded by empty gardens and tall iron fences . As Alan approaches , two NAVAL OFFICERS with MACHINE GUNS step out from behind the BARRICADES . Whatever this place is , it ’ s housing something very secret inside .

A few minutes later , Alan sits alone in a cluttered office . He stares ahead blankly at the empty chair behind the desk . Waits .Alan turns with a start .And for a split second , Denniston actually smiles .At the mention of this word Denniston looks suddenly serious .He WAVES HER AWAY , entirely focused on what Alan just said .The men stare at each other . Neither blinks .

In my office? She tell you to help yourself to a cup of tea while you were here?

... King ’ s College, Cambridge. Says here you were a bit of a prodigy in the maths department.

And how old were you when you published this paper here, that has a title I can barely understand, which apparently got you this fellowship?

And you don ’ t think that qualifies you as a certified prodigy?

Commander Denniston, of the Royal Navy. All right, Mr. Turing, I ’ ll bite. Why do you want to work for His Majesty ’ s government?

But you realize that 600 miles from London there ’ s this nasty chap named Hitler who ’ s looking to engulf Europe in tyranny?

I believe you ’ ve just set a record for the shortest job interview in British military history.

... Do you know how many people I ’ ve rejected for this program?

That ’ s right. Because we ’ re a top secret program. But I ’ ll tell you, just because we ’ re friends, that last week I rejected one of our great nation ’ s top linguists, knows German better than Bertolt Brecht.

How the bloody hell are you supposed to decrypt German communications if you don ’ t, oh, I don ’ t know, speak German?

Enigma isn ’ t difficult. It ’ s impossible. The Americans. The French. The Russians. The Germans. Everyone thinks Enigma is unbreakable.

The German navy encodes every message they send using the Enigma machine. The details of every surprise attack, of every secret convoy, of every U-Boat in the bloody Atlantic go into that thing, and out comes... Gibberish.

Our WRENs intercept thousands of radio messages a day. But to the lovely young ladies of the Women ’ s Royal Navy, they ’ re nonsense. It ’ s only when you feed them back into Enigma that they make sense.

Very good, Mr. Turing. To decode a message, you need to know the machine ’ s settings. The Germans switch settings every day, promptly at midnight. We usually intercept our first message around 6am. Which gives you exactly 18 hours every day to crack the code before it changes, and you start again.

Gentlemen, meet Hugh Alexander. I ’ ve personally selected him to run this unit.

Turing. If you ’ d like to discuss the complaint, I ’ d suggest making a proper appointment with my office.

Your fellow codebreakers are refusing to work with you. They ’ ve filed a formal complaint.

If you don ’ t respond to the complaint, I ’ ll have to take it up with the Home Office.

... Hugh Alexander is in charge of your unit and if he ’ s said no, that ’ s that.

— Have you ever won a war before, Turing? I have. Do you know how it ’ s done? Order. Discipline. Chain of command. You ’ re not at University any longer. You are a very small cog in a very large system and you ’ ll do as your commanding officer instructs.

Winston Churchill. 10 Downing Street, London. You have a problem with my decision you can take it up with him.

Double agents are such bastards. Isolated loners. No attachments to friends or family. Arrogant. Think they ’ re smart enough to get away with anything. Do you know anyone like that?

Well then. Next time, you will make a mistake. And then, I don ’ t even need to bother firing you — I can simply hang you for treason.

Well then. It seems your great big expensive machine doesn ’ t work.

This is my associate from the Home Office. A hundred thousand pounds is quite a lot of money. He ’ s here to see what you have to show for it.

Have you decrypted any German messages? A single one? Can you point to anything at all that you ’ ve achieved?

Your funding is up, and our patience has expired. It is with such great pleasure that I finally get to say this : Alan Turing, you ’ re fired.

ANGLE ON : A machine . It looks like a typewriter that got left on the set of Blade Runner . Wires running all over it . Extra gears sticking out of the sides . Blinking lights that reveal German characters . Half electrical , half mechanical .SLOWLY REVEAL : COMMANDER DENNISTON , 50s , is showing the ENIGMA MACHINE to the NEW RECRUITS . They are : HUGH ALEXANDER , 30s , loves women and chess in equal measure . JOHN CAIRNCROSS , 30s , Scottish , not the prodigy his compatriots are and knows it . PETER HILTON , 20s , a precocious undergrad from Oxford . KEITH FURMAN and CHARLES RICHARDS , 40s , both stodgy linguists . Stewart Menzies — head of MI-6 , who we briefly glimpsed in the opening — stands in the corner , silent and observing . Charming and inscrutable , he didn ’ t become the head of British Secret Intelligence Services by accident .FINALLY REVEAL : ... Alan stands with them , staring at the machine like it ’ s the Sistine Chapel . He reaches out and touches it lovingly .Denniston shows Alan sheets of Enigma messages : PAGE AFTER PAGE OF RANDOM LETTERS .Alan looks at the machine carefully .All eyes turn to Turing : Wow .Everyone looks at Hugh now .Jesus Christ . Who is this guy ?They all stare at him .The team ACKNOWLEDGES Menzies .They all stare at Menzies : That doesn ’ t sound like very many .Menzies and Commander Denniston LEAVE . The team stands there . With Enigma .CUT TO :

So what ’ s the problem? Just put the intercepted messages back in to Enigma and —

One five nine with eighteen zeroes behind it. Possibilities. Every single day.

corner ) — If you can ’ t play together, then I ’ m afraid we can ’ t let you play at all.

There are only five divisions of military intelligence. There is no “ MI-6. ”

Mr. Turing. Do you know how many British servicemen have died because of Enigma?

Oh look. There ’ s another. Rather hope he didn ’ t have a family. This war that Commander Denniston ’ s been going on about? We ’ re not winning it. Break the code and at least we might have a chance.

Midnight. All the work we did today is useless. But don ’ t worry : We ’ ve a few hours before tomorrow ’ s messages start pouring in. And we start all over again.

I suspected. You ’ re not quite as much of an enigma as you think you are. Or as much as Enigma is.

You know, in my admittedly limited experience, women tend to be a bit touchy about accidentally marrying homosexuals. I think perhaps not spreading this information around might be in your best interest.

You can ’ t tell anyone, Alan. It ’ s illegal. And Denniston is looking for any excuse he can get to put you away.

This has to stay a secret, or trust me, they ’ ll kill you for it.

If we knew what the messages were going to say, we wouldn ’ t have to decrypt them at all.

There are five people in the world who know the position of every ship in the Atlantic. They are all in this room.

You ’ re right. Those U-Boats are only twenty or thirty minutes away.

Should be. If we can get a message to the passenger convoy, she can turn —

We can have air support over the passenger convoy in ten minutes.

Look, this has been a big day, maybe you ’ re going through a bit of shock —

There are 500 people in that convoy. Civilians. Women. Children. We ’ re about to let them die.

... The Soviets and us, we ’ re all on the same side. What I ’ m doing will help Britain.

No you won ’ t. Because if you tell him my secret, I ’ ll tell him yours.

Do you know what they do to homosexuals? You ’ ll never be able to work again. Never be able to teach. Your precious machine — doubt you ’ ll ever see him again.

Until the history books are ready to call you a hero, sometimes you have to play the villain.

Hugh is right, Alan. There are actual soldiers out there trying to win an actual war — my brother, my cousins, all my friends, they are all making a difference, while we wile away our days producing nothing. Because of you.

The convoy you ’ re about to... It ’ s... The HMS Carlisle is one of the ships.

We can ’ t act on every piece of intelligence? Fine. We won ’ t. Just this one. The Germans won ’ t find us out if we stop one attack.

... My brother. Phillip. He ’ s on the Carlisle. Gunnery ensign.

Who the hell do you think you are? This is my brother. My big brother. He was the only one — Look, he was there after my mum — He ’ s my big brother, alright, and you have a few minutes to call off his murder.

AND WHY THE BLOODY HELL NOT? I am begging you. Alan. Joan. Hugh. John. Please. I am begging you. Just this once. Just one time. The Germans won ’ t get suspicious just because we stopped one attack. It ’ s one time. No one will know. I ’ m asking you. As your friend. If I mean anything to you. Please.

You ’ re not God, Alan. You don ’ t get to decide who lives and who dies.

You know to pull off this irascible genius routine, one has to actually be a genius. Yet we ’ re the ones making progress here, aren ’ t we?

We ’ ve decrypted a number of German messages by analyzing the frequency of letter distribution.

I am sick of this. Sick. He made me waste four hours this morning re- wiring his plugboard matrix. Three hours yesterday on rotor positions.

... You could help us. You could make this go faster. But you won ’ t.

Denniston gave me the Beale Cypher. And guess what? I broke it. “ Ask and it shall be given you ; seek and ye shall find. ” Matthew 7:7. That was the key. Far too simple for you. Pity Denniston disagrees.

If you run the wires across the plugboard matrix diagonally, you ’ ll eliminate rotor positions 500 times faster.

Trust me, no one wants to say this less than I do, but Alan ’ s right. His machine can work. At least it ’ s the best chance we ’ ve got.

We ’ re the best cryptographic minds in Britain. Are you going to fire us all?

At least give us more time. Six more months, and if the machine doesn ’ t produce results we ’ ll go back to doing things the old way.

... So she ’ s got it in her hands, right, and she looks up at me and says, “ I ’ m to put it in my mouth? ” And I say, “ yes, you know. The French way. ” So she pops it in, closes her lips around the thing... And then she starts humming the bloody Marseillaise!

No no, your fiancé can dance with you anytime he likes. Now it ’ s my turn.

It does not matter how much we improve on it, that machine will never be able to check 159 million million million possibilities in time.

Because there is nothing like a friend ’ s engagement to make a woman want to do something she will later regret with the fiancé ’ s better- looking chum.

He believes that the regulations against men and women working side- by-side are sound, because such proximity will necessarily lead to romance.

I think that if I were working beside a woman all day long, I could manage to appreciate her abilities and intellect without needing to take her to bed.

“ KMS Jaguar... Is auf punkt — is directed - 53 degrees, 24 minutes north... And auf punkt 1 degree west... ”

Bloody hell, you did it. You just defeated Nazism with a crossword puzzle. What does it feel like to do the impossible?

And you think they ’ re qualified for Bletchley because they ’ re good at crossword puzzles?

Seems like some people approach it by simply doing the impossible.

Congratulations, and my warmest welcome to His Majesty ’ s service. If you speak a word of anything I ’ m about to show you, you ’ ll be executed for High Treason. You will lie to your friends, your family, everyone you meet about what it is you really do.

Maintain a conspiracy of lies through the highest levels of our government? Yes, that sounds right up my alley.

Alan, I so rarely have cause to say this. But you are exactly the man I always hoped you would be.

Decoded Enigma intercepts. A stack of them under her nightstand.

— Yes yes yes, I ’ m sure. But Denniston has been looking for a Soviet spy, and he ’ s been looking for one inside Hut 8.

... God, how I wish you ’ d been the spy. You ’ re so much better at this than he is.

I ’ ve known that since before he got to Bletchley. Why do you think I had him placed here?

It ’ s quite useful to be able to leak whatever we like to Stalin.

Churchill is too damned paranoid. He won ’ t share a shred of intelligence with the Soviets.

Even information that will help them against the Germans. So much secrecy...

Cairncross has no idea we know, of course. Really not the brightest bulb.

That ’ s why I ’ ll need your help now to work out what to leak to John. What to feed the Soviets, as well as the British.

I know a lot of spies, Alan. You ’ re holding on to more secrets than the best of them.

I ’ d better hold on to these. If anyone finds out about them, prison will be the least of her worries.

Yes. You ’ ve only one thing left to do before your service to your government is concluded.

We told you when you started that this was a top secret program. Did you think we were joking?

Alright. Tear it down, light it up, sweep away the ashes. None of you have ever met before. None of you have ever even heard the word Enigma. Have a safe trip home. Behave, and with a bit of luck none of you will ever see me — or one another — again in your lives.

TEENAGE BOYS play cricket in the green front gardens of a boys boarding school . Behind them looms the school ’ s stately central manor house .

YOUNG ALAN TURING , 15 , sits alone in the dining hall . Other BOYS joke and laugh and tell animated stories at nearby tables , but Alan sits alone , staring intently at his food . ON ALAN ’ S PLATE : Boiled steak . Potatoes . Peas . And carrots .Alan carefully tries to separate the carrots from the peas . It ’ s like he ’ s performing brain surgery . BEHIND ALAN , a group of BIGGER BOYS approach quietly . One of them holds a TRAY OF BOILED VEGETABLES — — The Boys try to MUFFLE THEIR GIGGLES so Alan can ’ t hear them approach — — The Boys DUMP THE TRAY OF VEGETABLES ALL OVER ALAN . Alan SCREAMS . The Boys LAUGH as Alan SCREAMS and SHAKES and tries to get the peas and carrots and everything else off of him . He ’ s in hell . Alan FALLS DOWN . Still shaking , still screaming .Alan CURLS UP INTO A BALL as he shivers .CUT TO :

I ’ m only fourteen months younger than you. Don ’ t treat me like a child.

When people talk to each other they never say what they mean. They say something else. And you ’ re supposed to just know what they mean. Only, I never do. So how is that different?

... Alan is now inside a coffin . He ’ s KICKING AT THE WOODEN BOARDS ABOVE and SCREAMING TO BE RELEASED . It ’ s not helping . From above , we hear the familiar LAUGHTER OF THE SCHOOLBOYS . REVEAL : The “ coffin ” is make-shift ; the Boys have constructed it out of the broken floorboards of a half-finished class room . Alan is buried underground , and they ’ re nailing him in .The THUMP THUMP of nails entering the boards .FROM INSIDE THE COFFIN : Alan goes silent . The Boys pound away , but the silence unnerves them .The Boys LEAVE . There ’ s still only SILENCE from inside Alan ’ s coffin . Alan breathes slowly . Quietly . Controls his shivering to barely a tremor . He waits .Suddenly , the boards above him CREAK . Then BEND . Then SNAP . Then an ARM REACHES DOWN and PULLS Alan out of the coffin . REVEAL : CHRISTOPHER MORCOM , 16 , tall , pretty , and charming in ways that Alan will never , ever be .Christopher PULLS Alan from the floorboard coffin and they —

No. They beat you up because you ’ re different. So you ’ ll have to try a little harder to blend in.

But you know, sometimes it is the very people who no one imagines anything of who do the things that no one can imagine.

Not secret. That ’ s the brilliant part. Messages that anyone can see, but no one knows what they mean, unless you have the key.

Alan, I have a funny feeling that you ’ re going to be very good at this.

Walking away from the half-finished school room , Christopher helps Alan as he hobbles .Alan STUMBLES and Christopher grabs his hand , steadying him .CUT TO :

Detective Nock sits at his desk , yelling incredulously into his telephone .Nock HANGS UP , frustrated . He notices Sergeant Staehl walking past .

Detective Nock and Sergeant Staehl walk through Manchester , away from the police station .Nock looks around , paying no attention to Staehl . He sees something ( which we don ’ t ) in the reflection of a shop window .Suddenly , Nock PUSHES Staehl , hard . Staehl , reeling , is very , very confused .Nock responds by PUNCHING Staehl across the jaw , sending him to the ground . People on the street TURN and STARE . Nock RUNS away down the street — Staehl starts CHASING AFTER HIM — — They each DODGE PASSERSBY , who are all staring — — Until Nock suddenly CHANGES DIRECTIONS and SLAMS INTO A PEDESTRIAN — — The Pedestrian and Nock TUMBLE TO THE GROUND . The two SCRAMBLE , and then exchange a look : The Pedestrian is ... Concerned . The Pedestrian STRUGGLES TO HIS FEET and RUNS OFF . Nock stands dusting himself off as Staehl catches up to him — — And PUNCHES NOCK IN THE JAW .Nock hands a BILLFOLD back to Staehl .Very confused , Staehl LOOKS THROUGH the billfold .Nock shrugs .Staehl shows Nock the billfold ’ s contents : A PHOTO OF NOCK , PAPERS WITH NOCK ’ S ADDRESS , PERSONAL DATA .Staehl shows him : The letter , stamped with the Foreign Office seal , instructs that the bearer be granted access to all records concerning one “ ROBERT NOCK ” .She LEAVES , offended .CUT TO :

QUICK SHOTS : Nock PAINTS TIPP-EX over his own name on the letter he just stole , and TYPES IN A NEW ONE — “ ALAN TURING ”

Detective Nock walks up to a SECRETARY .He FLASHES THE FORGED LETTER .OFF OF NOCK ’ S SMILE WE CUT TO :

ON THE ATLANTIC :— A GERMAN SPYPLANE spots a BRITISH CONVOY travelling across the ocean , far away . We hear the BEEP BEEP of Morse Code as the SPYPLANE SENDS OUT AN ENCRYPTED MESSAGE and we cut to —

— The DECK of one of the British ships . A SEAMAN smokes a cigarette as waves crash against the side . He ’ s approached by two FRIENDS . He looks : He ’ s only got one smoke left . In a kind gesture , he SNAPS his cigarette in half , sharing it —

— As underwater , a GERMAN SUBMARINE receives the BEEP BEEP of the Morse message about the convoy ’ s location . The sub CHANGES COURSE —

AT BLETCHLEY PARK :— Inside HUT 14 : ROW after ROW of RADIO STATIONS , all staffed by the smartly dressed young ladies of the Women ’ s Royal Navy . One WREN , listening to Morse code on her headphones , intercepts the very same BEEP BEEP of the MESSAGE —— She takes it down by hand : It ’ s GIBBERISH . Encrypted . She places the messages in a PILE — — A FEMALE ASSISTANT picks up the pile of encrypted messages-

— And carries it through Bletchley — — The grounds surrounding the mansion at Bletchley Park are now littered with 18 WOODEN “ HUTS ” — hastily constructed structures that contain all of Britain ’ s top secret cryptography operations —

— The Female Assistant hurries past ARMED GUARDS and SECURITY CHECKPOINTS into —

— HUT 8 : Where the Enigma cryptanalysis team does their work .— John Cairncross , Peter Hilton , Keith Furman , and Charles Richards use PERFORATED SHEETS to analyze Enigma messages as the Female Assistant deposits the pile onto Hugh Alexander ’ s desk . All around Hut 8 , we see STACK after STACK of encrypted messages , just like the one that was just delivered .The team does their best to decrypt these stacks of messages , but they ’ re getting nowhere . There are thousands of messages , and only four cryptographers .MOVE IN on the urgent message about the attack , which is untouched as —

BACK IN THE ATLANTIC :— The deck of the British ship . The sailors SMOKE as we —— Move DOWN INTO THE WATER to see that the German submarine has arrived . It FIRES A TORPEDO at the helpless convoy and we cut—

BACK TO HUT 8 :The team is still buried in pile after pile of undecrypted messages . Another convoy has been lost because they couldn ’ t move fast enough , and they ’ re so far behind they don ’ t even know it yet .Hugh stretches , staring out the window , where he sees a WREN passing by .John , Peter , Keith and Charles all look as well — there is in fact something strangely sexy about women in little hats . John Cairncross gets up and walks into the next room , where he finds Alan , working alone .We see his work : ELECTRICAL SCHEMATICS . He ’ s designing a STRANGE NEW MACHINE . ON THE TEAM : A machine ? That ’ s ridiculous .The guys gather their things and walk out ...... They turn .

Hugh , John , Peter , Keith and Charles all exit Hut 8 , shaking their heads and laughing at what an impossible weirdo Alan is . In the window , we see Alan ’ s face , alone with his work . ON ALAN : He looks out at the team , a slight longing to be among them , and yet the resolution that he never can be .

Alan runs for miles and miles along the outskirts of Bletchley . He thinks when he runs . It focuses him . He looks intent , deeply concentrating as he presses his legs as hard as they ’ ll go .INTERCUT WITH :

Alan obsessively works on something in Hut 8 , filling sheet after sheet of paper with his designs . He ’ s drawing SCHEMATICS ... As it fills out , we see what it is : It ’ s a HUGE MACHINE .

Alan walks through the camp brandishing a PIECE OF PAPER . He ’ s a fish out of water amidst all of the MILITARY MEN moving supplies around him . He finds what he ’ s looking for : Commander Denniston stands before a SUPPLY TRUCK , checking the manifest as supplies are UNLOADED .Denniston stares at him .And with that , Denniston walks away , furious . ON ALAN : Well alright , if you say so ...

Stewart Menzies walks out of the Bletchley ’ s MAIN GATE , through security , when ’ s he ’ s approached by :Alan hands Menzies a letter : It ’ s addressed to “ WINSTON CHURCHILL . 10 DOWNING ST. LONDON. ” ON MENZIES : Well , this should be interesting ...

The team — Alan , Hugh , John , Peter , Keith , and Charles — are assembled in Commander Denniston ’ s office for a meeting . Stewart Menzies watches quietly from the corner , as is his way .Denniston looks at Menzies , stewing , but Menzies just shrugs back : “ What would you have me do ? ”Charles and Keith leave , pissed .ON DENNISTON : He looks at Alan with a withering , simmering glare . ON ALAN : He doesn ’ t budge an inch , or feel the slightest need to explain himself . As everyone stares at him , angry , the tension is brutal .CUT TO :

Alan , Hugh , John and Peter walk back into Hut 8 after the meeting — resigned , unhappily , to their fate .Alan takes a paper from his desk and TACKS IT UP ON THE WALL . ON THE PAPER : It ’ s a CROSSWORD PUZZLE .

A MAN opens up that morning ’ s Daily Telegraph , and flipping through the paper , he sees an advertisement . ON THE AD : It ’ s a crossword puzzle . Below it , the ad copy says — “ If you can solve this puzzle in under ten minutes please call STO-6264 for an exciting career opportunity . ”

SERIES OF SHOTS : Other people — MEN , WOMEN , STUDENTS , RETIREES — open up their papers and see Alan ’ s ad . They all try solving the puzzle . It ’ s really , really hard .

Back in the first house , the Man is trying to complete the puzzle when — — The AIR RAID SIREN goes off . Quickly , the Man gathers his FAMILY and they rush down into

The Man and his WIFE light candles in the safety of their underground BOMB SHELTER . As BOMBS EXPLODE on the street above them , the Man passes TOYS and GAMES to his children , to keep them distracted during the assault . He returns to Alan ’ s crossword puzzle , trying to solve it as just a few yards above him a city burnt to rubble .

CIVILIANS run down into an old TUBE TUNNEL to get away from the bombing . Inside the tightly crowded station , some people read books , some play games , some lay on the train tracks to sleep as dust POOFS UP from the shaking ground . Normal life goes on as the LIGHTS FLICKER from the shelling above . By the dim flickering , we see OTHER PEOPLE trying their hand at Alan ’ s puzzle .

Alan bicycles through London , passing a group of GASMASKED SCHOOLCHILDREN being led calmly on a DRILL by their TEACHER . As a MILKMAN crosses a BOMBED OUT BUILDING to delivers his wares , Alan comes to a stop beside a MARRIED COUPLE who are digging through the RUBBLE . The husband digs while the wife rests , sipping tea as if her house was other than a war zone . While FIREMEN tend to a nearby smoldering mess , Alan locks up his bike and enters MI-6 HEADQUARTERS .

Alan and Stewart Menzies talk in the hallway , outside a closed door .Alan leads Menzies into :

Alan and Stewart Menzies are in an MI-6 conference room . It ’ s been set up like a class room : Rows of identical desks , at which sit a COLLECTION OF CROSSWORD ENTHUSIASTS . There are around 20 , all men .Just then , a WOMAN enters . Everyone turns to look ... Her name is JOAN CLARKE , 20s , a graduate student at Cambridge who ’ s trying to get as far away from her preacher father as possible , and she ’ s about to become very important to this story .She hands the Agent the LETTER .Joan stares at Alan : Thank you .As Joan SITS , the Agent turns to Menzies — who ’ s been silently observing Alan thus far — for support . Menzies SHRUGS . The Agent backs down . Alan passes out NEW CROSSWORD PUZZLES .SHOTS : EVERYONE FRANTICALLY TRIES TO FINISH THE NEW PUZZLE .As they work :— Suddenly , Joan sits up . She ’ s finished . Early .ON ALAN : The smartest man in the room is surprised for the first time in a very long time by someone who might be even smarter .CUT TO :

I ’ m only a few minutes late. With the bombing there ’ s ten potholes to each road.

No, ma ’ am, the secretaries are to head upstairs. This room is for the candidates.

There was a crossword in the paper. I solved it. I got a letter saying I was a candidate for some mysterious job. So here I am. My name is Joan Clarke.

What makes you think I couldn ’ t have solved the puzzle myself? I am quite —

— Pardon, but before we start, can you tell me a bit about this position I ’ m qualifying for?

It ’ s just that I ’ ve a pretty decent job at the University, and I ’ d rather not give it up for something less interesting.

... Well that does sound more interesting than my university job.

As my father told you, it is felt — well we feel — that such a position would hardly be appropriate.

I ’ m sorry, but for someone in my position to work - to live - amongst all of your men, so far from home... It would be indecorous.

Could you have made a bit more noise, Alan? Not sure you woke up my landlady.

“ 0600 hours. Weather today is clear. Rain in the evening. Heil Hitler. ” Well, clearly that vital information is going to win us the war.

Oh God no, but I was precocious. You theorized a machine that can solve any problem. It doesn ’ t just do one thing : It does everything. The machine isn ’ t only programmable, it ’ s re-programmable.

I heard about what happened... I have an idea of what might cheer you up.

... So because no letter can be encoded as itself, you ’ ve already a handful of settings that can be rejected at the outset. If you —

Did you ever notice that the bubbles in a pint of Guinness travel downwards, as opposed to upwards in any other beer? Ever wonder why? It ’ s because the pint glass creates drag on the bubbles along the side ; but the center bubbles are free to sprint upwards. Then the rising current in the middle pushes down on the side bubbles and... And voila : Guinness. The official beer of mathematicians.

Because I ’ m a woman in a man ’ s job and I don ’ t have the luxury of being an ass.

Alan, it doesn ’ t matter how smart you are. Enigma is smarter. If you really want to beat it — if you really want to solve your puzzle — you ’ re going to need all the help you can get. And they are not going to help you if they do not like you.

It ’ s my parents... I am twenty-five and I am unmarried and I am living alone... And they want me home.

“ I ’ ll miss you. ” That ’ s what a normal person might say in this situation.

What am I supposed to do, Alan? I will not give up my parents. The world is burning to ash and they are my family and they want me home.

— And end up like you? No thanks. I ’ m sorry you ’ re lonely. I ’ m sorry no one likes you. But Enigma will not save you. Can you decypher that, you fragile narcissist? Or do you need me to fetch your precious Christopher for help?

Hugh is terribly attractive, I ’ ll give you that, but he ’ s really not the marrying type.

Is it odd that when I was single this game felt tedious, but now it seems just dreadfully fun?

“ 0600 hours. Weather today is clear. Rain in the evening. Heil Hitler. ”

There ’ s going to be an attack on a British passenger convoy. There.

They ’ ll put a halt on radio communication by noon. And they ’ ll have the design of Enigma changed by the weekend.

And then MI-6 can come up with the lies we ’ ll tell everyone else.

A false story that exlains how we got that information, that has nothing to do with Enigma. And then you ’ ll need to leak those stories to the Germans.

— So what? I had my suspicions. I always did. But we ’ re not like other people. We love each other in our own way, and we can still live the life together that we want. You won ’ t be the perfect husband? I can promise you I harboured no intention of being the perfect wife. I ’ ll not be fixing your lamb all day awaiting your return from the office, will I? I ’ ll work.

You ’ ll work. We ’ ll have each other ’ s company. We ’ ll have each other ’ s minds. Sounds like a better marriage than most. Because I care for you. And you care for me. And we understand one another more than anyone else ever has.

I am not going anywhere. I have spent entirely too much of my life worried about what you think of me, or what my parents think of me, or what the boys in Hut 8 or the girls in Hut 3 think, and you know I am done with it. This work is the most important thing I will ever do in my life. And no one will stop me. Least of all you.

... They were right. John. Hugh. Peter. You really are a monster.

I would have said something. This is serious. They could send you to jail —

All right. This is what we ’ re going to do. I ’ m going to speak to your doctors. I ’ m going to speak to your lawyer. We ’ re going to find a way out of this.

You are not thinking clearly. There are a million chemicals flowing through your brain. This treatment—

His name is Jock. We work together in Eastcote. He ’ s gotten me into coin collecting. Can you believe it?

Do you want to do a crossword? For old times ’ sake. It ’ ll only take five minutes. Or in your case, six.

This morning I took a train through a city that would not exist if it wasn ’ t for you. I bought a ticket from a man who would likely be dead if it wasn ’ t for you. I read up on my work, a whole field of scientific inquiry that only exists because of you. If you wish you could have been ‘ normal ’, I can promise you, I do not. The world is an infinitely better place precisely because you weren ’ t.

... I think that sometimes it is the very people who no one imagines anything of who do the things that no one can imagine.

Minutes later , TWO PEOPLE have survived the crossword test . Joan is one of them .CUT TO :

Young Alan and Christopher sit under a tree , the school in the distance . Alan is going through a crossword puzzle , Christopher is reading a book . Their legs are touching affectionately without either even knowing , like two people who are effortlessly comfortable with one another .Christopher shows him : “ A Guide to Codes and Cyphers . ”

Christopher walks Young Alan back to his dormitory . They ’ re happy after a long day together .Christopher touches Alan ’ s shoulder , and the two share a sweet moment .Alan watches Christopher go ; his heart is blooming , in love .CUT TO :

A crowded POLICE STATION . Detective Nock approaches his boss , SUPERINTENDANT SMITH , as the latter walks through the station dropping PAPERS onto various DESKS and checking the work of other POLICE OFFICERS . Nock hands Superintendant Smith a MANILA ENVELOPE .Smith gives him a look .ON NOCK ’ S FACE : It would explain a lot , wouldn ’ t it ? ON SUPERINTENDANT SMITH : He ’ s considering ...Smith thinks , and then hands the folder back to Nock .And with that , Smith leaves . ON NOCK : Damn it . He walks back across the station to find Sergeant Staehl waiting beside his desk .CUT TO :

No. I wouldn ’ t. I like my job. Now as to yours : Those lads have been causing a ruckus down by Whitworth Park again. Will you give them a talking to? Thank you.

He committed a crime. He broke the law. And with a bloke, Christ, it ’ s bloody disgusting.

... Fine. Now will someone get a warrant for the arrest of Alan Turing?

I trailed Turing to a pub last night, where he met a bloke. They exchanged an envelope. So I followed the guy, picked him up, gave him a good shake... Here, I ’ ll show you.

The man admitted it. Arnold Murray. Bit of a hustler. Hangs around that pub, men pay him for a go. Turing is one of the men who paid. Only, Mr. Murray got the bright idea to rob Turing ’ s house after, with a friend. That ’ s what Turing was hiding : He ’ s a poof, not a spy.

What ’ s the matter? We can charge a university professor with indecency.

CLOSE ON : A GIANT , HALF-BUILT MACHINE . The size of a dining room table , but taller than it is wide , its guts are composed of SPINNING GEARS and a seemingly endless stream of LONG RED WIRES . REVEAL : TECHNICIANS work on putting the machine together , SOLDERING THE WIRES , while Alan FUSSES .Alan tries to protect his precious creation when he ’ s interrupted by :Alan turns to see : His new recruit , JACK GOOD . ... But no Joan .CUT TO :

Joan returns home from the market when she hears a familiar VOICE from the sitting room .Joan follows the voices to find : Alan sitting across from her MOTHER and FATHER , arguing .Joan makes the sort of face any young woman would make if she found Alan Turing sitting to tea with her parents .CUT TO :

In the KITCHEN : Joan ’ s MOTHER hands her a TEA TRAY . The two share a look . As Joan ’ s Mother and Father pretend to putter in the kitchen , listening in on the conversation in the next room , Joan takes the tray to the LIVING ROOM , where she begins to serve tea .— One lump or two ? ON ALAN : Are you fucking serious ? ON JOAN : Yes . I ’ m fucking serious . ON ALAN : He tries to think of a solution ...ON JOAN ’ S PARENTS : This sounds more promising .ON JOAN : “ Go on . ”ON JOAN ’ S PARENTS : That ’ s much better .AS JOAN ’ S PARENTS ENTER , WE CUT TO :

Joan walks Alan out of the front door , finally out of earshot from her parents for a few quick seconds .

Joan and a few OTHER WRENS exit a BUS that ’ s deposited them in front of the Park ’ s central mansion . Looking up at it , she sees Alan walking across the way . He gives her a small wave , which she returns with a small wave back .

Later in Hut 8 , the team ( w/o Alan ) — Hugh , John , Peter , and the new guy , Jack — work frantically into the night . The team uses their PERFORATED SHEETS to find linguistic patterns in the Enigma messages , everyone working as hard and as fast as they possibly can until — — Suddenly a BELL GOES OFF . Everyone stops their work , frustrated . Angry , Hugh KICKS his desk .Hugh stands and heads to the door —— BUT HUGH IS ALREADY GONE TO CUT TO :

Alan stands alone with his machine , tinkering , comparing the assembly to his SCHEMATICS . Hugh BURSTS in —Hugh grabs a GLASS from the table and SMASHES IT AGAINST ALAN ’ S MACHINE .He grabs a WRENCH — — Alan moves to protect Christopher , standing between Hugh and the machine —— When the team enters behind Hugh — — GRABBING HIM and HOLDING HIM BACK . Alan stands between the team and his machine as Hugh STEAMS .Hugh PUSHES towards Alan again — — but John HOLDS HIM BACK .Hugh stares Alan , then at John .Hugh leaves , and the team FOLLOWS .ON ALAN : Alone . Rattled from the violence . Scared . And yet ... Resolved . He makes a fateful decision and runs off to

Alan goes back into Hut 8 , which is now empty . He goes to a far STORAGE CABINET , from which he removes a STACK OF ENIGMA MESSAGES . Alan FOLDS THE SHEETS , STUFFING THEM INTO HIS COAT POCKETS —— INTO HIS PANTS — — INTO HIS SHOES — — ETC .He runs out , concealing enough top secret information on his body to have him hanged for treason ten times over .

Alan walks his bicycle through the CHECK POINT , showing his ID to the GUARDS .

At the Gate , ARMED GUARDS stop him as he passes , and as is protocol , Alan opens up his BRIEFCASE for the men to see : Nothing is inside . Concealing the documents in his coat/pants/shoes/etc. , Alan hops on his bike and heads off to :

Alan bicycles to the outside of Joan ’ s new flat . The windows are BOARDED UP at night — city regulations , so that the Germans flying overhead can ’ t see any lights from the town . Alan CHUCKS A SMALL rock at Joan ’ s boarded window — — Then carefully sneaks around in back of the house— — Finding an OPEN BACK WINDOW — — On the second floor . He CLIMBS A NEARBY FENCE , and JUMPS FROM THE FENCE TO THE WINDOW — — Where Joan GRABS HIM and HELPS HIM INSIDE :

It ’ s dark inside ...Joan turns on a SMALL LAMP and then lights some CANDLES .She watches Alan remove papers from his pockets .Alan produces the Enigma messages from every available hiding place on his person .Alan starts PLACING THE MESSAGES down on a table , but there isn ’ t room , so he starts LAYING THEM OUT ON THE FLOOR .Alan looks at her : How do you know what that is ? Joan smiles .ON ALAN : She understands what he ’ s been writing about .— Alan TURNS , and KNOCKS OVER THE CANDLE ... ... Which LIGHTS THE ENIGMA MESSAGES ON FIRE . Alan and Joan SCRAMBLE TO PUT OUT THE FIRE . They make a lot of NOISE in the process , though they do manage not to burn down Joan ’ s flat .They hear more noise from downstairs : “ Joan ? ! ? HELLO ? ! ? ”Alan moves to the front door —Alan AWKWARDLY CLIMBS OUT THE WINDOW , TRYING NOT TO FALL ...SMASH CUT TO :

REVEAL : Alan has been injured in his fall . ( Climbing is not his strong suit . ) Alan walks through the grounds into :

Alan enters Hut 8 to find his team watching silently as a bunch of MILITARY POLICE RIFLE THROUGH HIS DESK — — MANHANDLING his papers , his machine parts , making a mess .The RMP ’ S TRAIN GUNS ON HIM .Alan turns to find Denniston directing the search .Denniston hands Alan a TELEGRAM — it ’ s a LONG STRING OF LETTERS , running down the entire page .As Alan stares at the team , they stare back at him . He glances at the RMP ’ s rifling through his desk . Oh fuck .ON THE TEAM : They won ’ t look him in the eye .Denniston and his men LEAVE .

In the machine Hut next door , Alan touches his precious machine for comfort . Whenever he feels lonely , misunderstood , isolated — he has his machine . There ’ s a KNOCK on the door and ... ... Joan enters .CUT TO :

Alan and Joan sip from beer bottles in the “ beer hut ” — Among the military commissaries , it ’ s so named because , well , it ’ s the one that serves beer . They can be a bit more relaxed here than at Joan ’ s flat . They ’ re surrounded by NAPKINS full of MATHEMATICAL EQUATIONS , which they ’ re studying , debating , etc .Just then , Hugh , John , and Peter enter the Beer Hut ... ... Alan looks up , seeing them . Joan notices .They see Joan ...... Hugh , John and Peter approach .Joan hops behind the bar and the BARTENDER helps her to BOTTLES OF GUINNESS . Hugh , Alan , John and Peter watch .Returning , Joan POURS PINTS OF GUINNESS FOR THE TEAM .ON THE PINTS : Joan has etched pi symbols into the foam .Joan smiles at Hugh as he joins John and Peter at a separate table .Alan thinks . The next sentence is incredibly hard for him to say out loud .CUT TO :

Alan enters Hut 8 to find his team hard at work . He ’ s carrying a BAG OF APPLES .Alan takes the apple bag around the room , handing each man an apple . They take them . It ’ s really awkward .Ba dum bum . Awkward silence .Alan walks off to the adjacent Hut .CUT TO :

Young Alan and Christopher are in math class . The TEACHER drones on as the students pretend to pay attention . Young Alan and Christopher PASS NOTES — — Dropping them by each other ’ s desks — — And snapping them up quickly .The Teacher comes over , and grabs the note from his hand .ON THE NOTE : “ FDFH RG TU HSD PDXT PEJND QERDZX . ”It ’ s encrypted .Only Mr. Turing would pass notes written in gibberish . The other students LAUGH as the Teacher drops the note in the trash . Alan isn ’ t bothered by the laughter — he ’ s safe in his private world with Christopher . The BELL RINGS . Class is over . AS EVERYONE SHUFFLES OUT :Alan waits ... And grabs the note from the trash .

Alright you lot, do not forget your calculus over break. Have a pleasant holiday and we ’ ll resume your integrals when you return.

Now alone , Alan DECRYPTS THE MESSAGE . One at a time , the letters become intelligible .ON THE NOTE : “ SEE YOU IN TWO LONG WEEKS , DEAREST FRIEND . ”ON ALAN : Christopher called him his dearest friend .CUT TO :

Alan and Joan eat a PICNIC LUNCH in a wooded area behind Hut Alan finishes writing an EQUATION , then hands his NOTEBOOK to Joan . She looks at the equation , then instantly starts CROSSING THINGS OUT and REWRITING . Alan laughs . There aren ’ t many people who would cross out his work so brazenly . Joan sees his laughter , looks up : “ What ’ d I do ? ” But before Alan can respond they both see : Hugh approaching . Alan is nervous . But Hugh simply HANDS ALAN A SHEET OF PAPER .As Alan and Joan stare at SCHEMATICS on the paper , Hugh SWIPES A SANDWICH from their picnic and begins to chew .And with that , Hugh takes another bite , gives Joan a wink , and walks off .

Alan and the team ( Hugh , John , Peter ) stand in a half-circle around the now-completed Christopher . An ELECTRICAL ASSISTANT feeds fresh Enigma messages into one end of the machine . The men look at each other , feeling the importance of the moment .Alan takes a gulp and CONNECTS the final bit of electrical wiring ... ... AND THE VERY FIRST “ DIGITAL COMPUTER ” IN HISTORY COMES TO LIFE . ON THE MACHINE : GEARS ARE SPINNING , CURRENT IS RACING THROUGH THE WIRES . The CLACKING SOUND it makes is UNBELIEVABLY LOUD .ON ALAN : He ’ s not sure ... The team shares a look : Is this really going to work ?

Commander Denniston receives a visit from the Electrical Assistant who ’ d been helping Alan in the previous scene .The Assistant NODS . Denniston SMILES : Got him .

As the machine CLACKS away , Alan is frantically going over his papers . He ’ s unshaven , wearing yesterday ’ s clothes . He hasn ’ t gotten a wink of sleep . ON ALAN ’ S FRANTIC PACING : Why isn ’ t it working ? Why ? ! Alan rubs his eyes , exhausted , and as he does so he looks out the window to see ... ... Commander Denniston walking towards the Machine Hut , accompanied by a HOME OFFICE MAN and TWO RMPs . Alan quickly runs to the door and BOLTS it — — Just as Denniston and the men get to it from the outside . OUTSIDE : Denniston tries the door . It won ’ t open .INSIDE :OUTSIDE :INSIDE :OUTSIDE : Denniston turns to the RMPs : Break it down . The RMPs KICK DOWN THE DOOR — — And the men BURST INTO THE ROOM as Alan FALLS BACK .An RMP walks over to Christopher — — Alan tries to stop him but they POINT GUNS AT HIM — — And so Alan watches in absolute horror as they TURN OFF THE MACHINE .Commander Denniston exchanges a look with the men : See what I mean ?ON ALAN : He can ’ t .ON ALAN : What can he do ? This is it ...Everyone turns to see Hugh , John , and Peter at the door , wearing fresh clothes .Denniston looks to the Home Office Man , who NODS : Hugh is right .Denniston and his men LEAVE . The team breathes a sigh of relief : They ’ ve been given a temporary reprieve .CUT TO :

Sergeant Staehl walks eagerly through the police station . He comes to an office marked “ SUPERINTENDANT SMITH ” , where he OPENS the door to find INT . MANCHESTER POLICE STATION - SMITH ’ S OFFICE - CONTINUOUS Superintendant Smith and Detective Nock are in the middle of a genial conversation . The Superintendant turns to Staehl .Detective Nock looks at Staehl — “ Shhhh ! ” The Superintendant looks at Nock — “ You didn ’ t ... ”They follow Staehl out to ...

As Nock and Smith stands outside the INTERROGATION ROOM , Sergeant Staehl points through the window in the door : Inside is ARNOLD MURRAY , 20s , nervous .Staehl shows Nock and Smith a SIGNED STATEMENT .CUT TO :

Joan comes home to her flat . She looks sad as she puts her key in the lock and opens the door . She enters to find : HUNDREDS OF MATHEMATICAL PAPERS ARE SCATTERED ALL OVER HERLIVING ROOM . She sighs .At the sound of her voice , Alan comes out of the wash room , wiping the shaving cream from his face . He ’ s moving and talking a mile a minute .Joan sits down , sadly .Silence . Alan looks like she just slapped him across the face . Which she basically did .Alan stares at Joan . She stares back .Alan fishes a piece of ELECTRICAL WIRE from his pocket ...... And then FASHIONS IT INTO A RING . ON JOAN ’ S FACE : What ’ s she going to do ?SMASH CUT TO :

An impromptu ENGAGEMENT PARTY in the Beer Hut that night : — A BANNER made from PUNCH CARDS reads : “ CONGRATULATIONS ! ” — Music plays as DANCERS TWIRL in the center of the Hut . — Joan LAUGHS with her WREN FRIENDS in one corner , while in another Alan drinks beer with his team . ON JOAN AND THE GIRLS : She shows off her makeshift wire engagement ring :Joan LAUGHS . She understands .She looks over at Alan warmly .ON ALAN AND THE BOYS : They ’ re are all a bit drunk , TELLING DIRTY STORIES :The men BURST INTO LAUGHTER . Except for Alan , who looks a bit confused .Alan looks away , uncomfortable .Just then , Joan comes over and throws an affectionate arm around Alan .Hugh takes Joan ’ s hand , and leads her across the room . They begin to DANCE , while Peter follows , dancing with one of Joan ’ s friends . Alan and John are left alone at the table . Alan looks worried .Alan looks at him , surprised .ON ALAN : He knows John is right . As Alan thinks , Joan comes back over and offers him her hand .She leads him to the dance floor . As they START TO DANCE , chastely , sweetly , WECUT TO :

CLOSE ON A LETTER : “ I LOVE YOU ” is written on the paper . REVEAL : Young Alan sits in his dormitory room , ENCRYPTING his love letter to Christopher . Slowly , letter by letter , Alan transforms “ I LOVE YOU ” into code ... Hearing a commotion , Alan LOOKS OUT THE WINDOW : BOYS are being unloaded from a BUS at the gates , dropped off to begin the new spring term . Alan sees them all , excited : Christopher is coming back ! He STUFFS HIS ENCRYPTED LETTER IN AN ENVELOPE and RUNS OFF to EXT . SHERBORNE SCHOOL FOR BOYS - FRONT GATES - MINUTES LATER Alan waits eagerly by the main gate as BOYS STREAM PAST — — Joking , horsing around — — Alan waits patiently , looking for Christopher ’ s face among the rowdy schoolboys — — Until : They ’ re all gone . Christopher never shows . Alan looks at his undelivered note , then at the empty yard before him . Where is Christopher ? Confused , Young Alan finally gives up ... ... When he runs into the PACK OF BOYS who beat him up earlier .Young Alan stands frozen as they come at him , and weCUT TO :

Alan Turing sits alone in the interrogation room with his eyes closed . Detective Nock enters .Suddenly , Alan opens his eyes .Alan smiles — Detective Nock is smarter than he looks .

Alan and his team — Hugh , John , Peter — anxiously stand before Alan ’ s huge machine as it CLACK CLACK CLACKS , ferociously loud . The gears are spinning , current is flowing through the wires , and the team stares at it , taking turns compulsively checking their watches . ON ALAN : This is going to work . This has to work . Suddenly ... ... DING . The chime announces the stroke of midnight .Everyone is pissed , frustrated . Alan looks as if he ’ s about to rip his own hair out : Why won ’ t this damned thing work ? As the machine CLACKS on , oblivious , they all walk outside :

The team walks across Bletchley together , moving as one through the most highly secret war zone in the world . MORE SECURITY has been added throughout the park , including along the path from Hut 11 — ARMED GUARDS check IDs , which the team hands over absentmindedly .ON ALAN : Maybe it was always impossible after all .

It ’ s crowded in the beer hut , even this late at night . On one side of the room , Alan , Hugh , John , and Peter are drinking . Commiserating about their fate . On the other side , Joan is drinking with her friend HELEN — a fellow WREN .ON JOAN AND HELEN :ON HUGH , ALAN , JOHN , AND PETER :Hugh is looking at the girls .ON JOAN AND HELEN :ON THE BOYS :Hugh drags Alan across the pub to Helen and Joan .ON JOHN AND PETER :ON HUGH , ALAN , JOAN , AND HELEN :Hugh KICKS Alan , who shuts up .Hugh looks at Alan for an introduction : Alan is silent . Joan picks up the slack :Now Joan KICKS Alan , who is still very confused .Helen and Hugh walk away to the bar ...But Alan is lost in thought ... Something is wrong ...Everyone in the room turns and stares at him . Joan winces . Helen and Hugh come back over .Alan BOLTS out of the bar —— SPILLING BEER ALL OVER HELEN —— Who CRIES OUT , and ANGRILY RUNS OFF — — Leaving Hugh and Joan standing there , confused . They share a look : What ’ s gotten into Alan ? Joan quickly RUNS OFF after Alan — — Hugh follows suit — — And John and Peter , seeing this across the room , take off after Hugh —

No! Lord, engaged for a fortnight and you ’ ve already forgotten how to do this? He ’ ll come over.

Yes. I smiled at him fifteen minutes ago and haven ’ t looked at him since.

I work beside a man every day, and I can ’ t help but have developed a bit of a crush on him.

Oh, it ’ s been chaste, you ’ ve no need to worry. We ’ ve never even met. He ’ s a German.

Each of us intercepts messages from a specific German radio tower. So we ’ ve a counterpart on the other side, who ’ s tip-tapping out the messages. Everybody types a touch differently ; you get to know the rhythm of your counterpart. It ’ s strangely intimate. I feel as if we know each other. Pity he has a girlfriend... But that ’ s why I disagree with you. I ’ m in love with a co-worker, of sorts, even if we ’ ve never met.

Each one of his messages begins with the same five letters. C-I-L-L- Y. So I suspect Cilly must be the name of his amore.

Everyone chases Alan across Bletchley Park — — GUARDS YELL at Alan as he bypasses security checkpoints — — Guards are screaming at them , drawing guns as he and Joan barrel into Hut 8 — — Hugh and John show their IDs to the Guards , yelling back at them — — Hugh and John finally get rid of the guards and enter :

— Joan runs into the Hut to find that Alan has grabbed a BOX OF PREVIOUSLY DECRYPTED MESSAGES — — Alan POURS those messages out all over the floor —— Hugh , John , and Peter enter as Alan spreads the messages out on the floor . ( Just like he did in Joan ’ s flat ! )— They all search the messages with Alan — — Joan holds up a DECRYPT : It ’ s the same one she read earlier .Joan searches through a PILE , finding :Joan holds the message as they all run out to :

Alan , Joan , John , Peter and Hugh burst in —— Hugh turns the rings while —— John and Peter go around back —Joan reads aloud to Alan as he enters it in :They all stand back as Alan TURNS ON the machine . They watch the CLACK CLACK CLACK of Christopher as he processes the message ... — They ’ re nervous , fretting , anxiously awaiting his calculations ... ... Finally , Christopher STOPS . Silence , as a SERIES OF ROTORS on the side of Christopher snap into place , displaying a SET OF LETTERS .Alan SCRIBBLES down the letters ( ” EXBAO ... ” ) and they all run back to —

Where Alan takes a DUMMY ENIGMA MACHINE , turns the machine ’ s rotors to the setting he wrote down ( ” EXBAO ... ” ) —Peter hands Alan one from a nearby folder — — Alan starts typing one of today ’ s gibberish encrypted messages into Enigma — — As John TAKES DOWN the decoded German letters — — Hugh looks at what John is writing and TRANSLATES the German into English —Alan and Hugh look at each other : Oh my god .The team EXPLODES WITH JOY . LAUGHING , HOOTING , SCREAMING , JUMPING , HUGGING . This is the happiest moment of their lives . John even starts to TEAR UP , and TRIES TO HUG ALAN — — Who just STANDS THERE , limp .

The team has been there working all through the night . There ’ s a flurry of activity : Decoding messages , translating the decrypts , reading the information contained within . Hugh steps back for a moment to look at the product of their work : A BIG MAP ON THE WALL . ON THE MAP : It ’ s the Atlantic Ocean . Blue pins represent the Allied ships , red ones represent the Axis ships .ON ALAN ’ S FACE : He ’ s not sure . Something is bothering him , but he can ’ t figure out what . John steps back from his work to join Hugh .Now Joan joins Hugh and John in seeing the full map for the first time .Hugh picks up the phone —Hugh DIALS —Alan LEAPS ACROSS THE ROOM and GRABS THE PHONE FROM HUGH .Hugh tries to grab the phone back — — But Alan pulls away sharply . Everyone STOPS . Turns . Looks at Alan .Hugh tries to GRAB THE PHONE from Alan — — but Alan PULLS it away and SMASHES THE PHONE AGAINST THE GROUND .Hugh can ’ t take it anymore — — He TAKES A SWING AT ALAN — — Who CRUMPLES AT THE BLOW ON HIS JAW — — Hugh stares down at Alan , who ’ s bleeding on the floor — — Hugh WINDS UP FOR ANOTHER PUNCH — — When Joan CATCHES HIS ARM mid-swing — — Surprised , Hugh instinctively SWINGS AT HER — — Smacking Joan hard across the face . — He ’ s stunned by what he ’ s done as she responds by PUSHING HIM INTO A TABLE — — And Hugh falls to the floor , next to Alan . Joan stands above them .Silence . Just the sounds of panting .Peter looks at the map ...They all look at him .Silence . Fuck .Peter DIVES for Alan — — But John stops him .Silence . This is the hardest thing anyone in this room has ever had to do .

Alan and Joan ride the train from Bletchley into London . They know what they have to do .

In a quiet TEA SHOP , Alan , Joan , and Stewart Menzies sip their Twinings . Outside the GLASS WINDOWS , NURSES help WOUNDED SOLDIERS out of an AMBULANCE and into a local HOSPITAL .ON ALAN AND JOAN : Okay . Let ’ s do it .

Alan and Joan ride the train back to Bletchley . She reaches out and puts her hand in his . They ’ re in this so deep now ... But at least they ’ re in it together .

But in the WREN ’ S HUT , the women eagerly await the coming of the day ’ s first messages — — And a sudden BEEP BEEP BEEP announces that they have . The WRENs quickly take down the first messages —A WREN removes the first few dozen from a pile — — And hands it over to another WREN —

— In Hut 11 , the WREN gives the day ’ s first messages to Hugh , who enters them into Christopher —— Christopher HUMS — — And Hugh , after a few minutes , reads the day ’ s Enigma settings on the machine ’ s read-out : “ FSOQR ”

Jack turns his Enigma machine to the day ’ s setting — “ FSOQR ” — and one by one types in the newly intercepted messages , recording the now decrypted results in a BOOKLET . On the cover , the booklet is marked : “ ULTRA . ”Alan organizes stacks of similar ULTRA booklets when he has trouble finding one of them — He looks up to see Peter walking nearby .But instead of answering , Peter BUMPS HARD against Alan ’ s shoulder , scattering Alan ’ s papers to the floor . Jack looks over . Peter keeps on walking . No one helps Alan as he bends down to clean up his papers . Peter LEAVES Hut 8 without speaking a single word . ON ALAN : He ’ s kneeling down in front of John ’ s MESSY DESK , picking up papers from the floor , when his eyes come level with something on the desk ... ... It ’ s a BOOK . Buried underneath CRYPTOGRAPHIC PAPERS . Alan stares at it strangely . Something about its shape and colour look familiar ... He UNCOVERS it ...IT ’ S A BIBLE .Holy shit . There ’ s a page dog-eared . Alan opens to the page — it ’ s Matthew 7:7 . “ Seek and ye shall find ... ”ON ALAN : JOHN CAIRNCROSS IS THE SOVIET SPY .Suddenly :Alan turns and stands — there ’ s John , right behind him . ON JOHN : He sees something on Alan ’ s face . Something is wrong . He looks down at the desk ... AND SEES THE UNCOVERED BIBLE . What ’ s John going to do ? Alan is terrified ...Across the room , Jack looks over . Whatever is going on between Alan and John , he wants no part of it . Jack leaves . Alan is now alone with John , the Soviet spy .ON ALAN : Oh God , John was the one person he trusted .ON ALAN : Looks down . He ’ s beaten . He puts an understanding hand on Alan ’ s shoulder .And with that , John takes his bible and leaves . ON ALAN : What ’ s he going to do ?

Alan borrows a phone in the central mansion .... But frustrated by the response he hears , Alan HANGS UP .

Alan bursts into Joan ’ s flat to tell her what he ’ s found .It ’ s dark . He FLICKS ON THE LIGHT ... REVEAL : The room has been ransacked . Clothes , books , papers scattered everywhere .He quickly moves through the flat : What happened here ?Runs to the back bedroom , where he finds ... ... Stewart Menzies . Calmly looking over some papers .ON ALAN : Fuck .Menzies looks at Alan : Who is it if not her ?Menzies SMILES . As if he ’ s impressed .QUICK CUT TO :

Flash to the first scene where Alan met his new team after arriving at Bletchley . Commander Denniston explains how Enigma works , while Menzies stands in the corner , observing . Menzies keeps a special eye on Cairncross as Alan and Hugh compete over who knows more about cryptography .CUT BACK TO :

A year earlier , John Cairncross exits the Main Gate of Bletchley carrying a SUITCASE —CUT TO :

Cairncross walks through the village with the suitcase —CUT TO :

Cairncross comes to a MAILBOX , where under cover of night he OPENS HIS CASE — — Removing A FOLDER OF COPIED ENIGMA INTERCEPTS — — Which he then places in the mailbox .Cairncross WALKS AWAY into the night . After he leaves , two MI-6 AGENTS come and UNLOCK THE MAILBOX— — Removing his FOLDER — — The Agents take SOME MESSAGES OUT , and put other NEW ONES BACK IN — — Before re-sealing the folder and putting it back in the mailbox — — And RE-LOCKING the mailbox lid .CUT BACK TO :

ON ALAN : Flustered . Terrified .Menzies holds up the stolen decrypts . The threat is palpable .ON ALAN : What choice does he have ? He looks down .

Joan walks towards Hut 8 , showing her ID to the new GUARDS who are closely monitoring entry to the Huts . In front of Hut 8 , Alan watches her . Steeling himself up for what he has to do . As she approaches , she sees Alan waiting for her . She smiles at him , but he doesn ’ t return it . Something is wrong .

Alan and Joan talk behind Hut 8 .ON ALAN : He wants to tell her , but he can ’ t . It ’ s too dangerous .ON ALAN : This isn ’ t working . He ’ s going to have to try a different approach .ON ALAN : What ?ON ALAN : He needs to get rid of her , to save her , and she is making this impossible .She SLAPS HIM .Joan turns to walk away , and then , angry , she turns back . She TOSSES HER WIRE ENGAGEMENT RING AT ALAN .Alan watches her walk away , struggling to maintain his facade of icy indifference .CUT TO :

Young Alan enters the HEADMASTER ’ S OFFICE .ON ALAN ’ S FACE : Christopher never told him .CUT TO :

Your mathematics teacher says you two are positively inseparable.

You and your friend solve maths problems during maths class because maths class is too dull?

His mother sent word this morning. The family was on holiday, you see.

He had bovine tuberculosis, as I ’ m sure he told you. This mustn ’ t be a shock, but all the same, I ’ m sorry.

Did he not tell you? He ’ s been sick for a long time. Knew this was coming soon, but he had a stiff upper lip about it. Good lad.

Alan , Joan , John , Hugh , and Peter decrypt messages together for another two exhausting years .Alan spends two years pressed shoulder-to-shoulder with the woman whose heart he broke . With the man whose dark secret he uncovered . With the man whose brother he allowed to die .

INTERCUT WITH ARCHIVAL FOOTAGE : The FRONTLINE BATTLES whose outcomes , good and bad , are determined by the work of Hut 8 . The MEDITERRANEAN FLEET is RAVAGED outside Sicily ... 6,000 SHIPS launch for the surprise attack on Normandy ...

IN HUT 8 : Peter and Hugh each decrypt a message , placing TWO BLUE PINS on the board , and then one RED . They look to Alan : Two British ships , and they can only save one of them . Alan runs a statistical analysis of their options . We see KEY WORDS : “ LIKELIHOOD OF DETECTION , ” “ CASUALTIES , ” “ MATERIAL LOSSES ” interspersed with mathematical equations . Alan places his results into a GREEN FOLDER . A MESSENGER comes in and takes the folder to —

AN MI-6 WAR ROOM : The Messenger delivers the Green Folder to Menzies and a TEAM OF MI-6 AGENTS . They look over Alan ’ s analysis and decide what military actions to take . The Agents TELEPHONE Churchill ’ s office in London .

ARCHIVAL FOOTAGE : We see the impact of Hut 8 ’ s work as a dozen British ships are BLOWN OUT OF THE OCEAN just north of Algiers , sacrificed for the greater good in Operation Torch .

BACK IN HUT 8 : The team learns of the outcome as they decode more German messages . Peter takes the BLUE PIN down from the map , tossing it angrily in the trash . He looks at Alan , who looks away — another ship they could not save .

OUTSIDE BLETCHLEY VILLAGE : Alan RUNS at night on a dirt path along the outskirts of Bletchley . He runs for miles , sweating , panting , until his legs almost give way .

QUIET MOMENTS IN HUT 8 : Hugh lays a folded-up coat under a sleeping Peter ’ s head as a pillow . John makes tea for Joan .

ARCHIVAL FOOTAGE : On V-E Day , Churchill speaks to millions from a balcony in Whitehall . Truman dedicates the victory to Roosevelt as Times Square erupts into drunken cheers . The whole world kisses . The whole world cries .

All of Bletchley Park is celebrating the end of the war . Flags are being waved , people are dancing , cheering . But inside the central mansion :

Alan and his team are assembled before Stewart Menzies .CUT TO :

Alan Turing finishes telling his story to Detective Nock .ON ALAN : Turning away . He ’ s done with Nock .CUT TO :

A PLAINCLOTHES OFFICER walks through the police station , carrying a NEWSPAPER under his arm . He makes his way to — — Detective Nock ’ s desk .The Officer drops the newspaper in front of Nock . The headline reads : “ CAMBRIDGE PROFESSOR SENTENCED FOR INDECENCY ” , above a photo of Alan . ON NOCK : This should make him happy . But instead he feels only empty and sick .

We find Alan in his study . He ’ s gained weight since last we saw him — he ’ s grown paler as well . Haggard . And the place is a horrible mess . He compares his half-built NEW MACHINE to the plans on his desk — his work progresses . Slowly . ( This is the machine we saw in the opening scene , which appears different but related to the Bletchley machine — like a newer model of the same basic concept . ) The doorbell RINGS . Alan ignores it , focused on his work . It RINGS again . Irritated , he gets up and shuffles through his house — — He ’ s walking with an odd limp , like it ’ s hard for him to move his legs normally — — And as the bell keeps RINGING insistently he reaches the front door , opening it to find :CUT TO :

Joan takes a seat while Alan fusses , embarrassed at the state of the place and trying to clean up for her .Alan tries to move a glass of water ... ... Which he DROPS , shattering it .He is .Joan is HORRIFIED .He looks lovingly at his machine — at Christopher .Joan looks at Alan . And at Christopher . His true love . Looking at his machine , Alan starts to have a small PANIC ATTACK — he ’ s getting more emotional , twitching more , getting teary — the hormones are flowing through him .She sits him in a chair , trying to contain his hyperventilating . Alan , embarrassed at this uncontrollable display , tries to play it off , but of course he can ’ t stop it . With her hand on his shoulder , he notices her WEDDING RING .Joan looks around the room for a tea cup , a glass of water , anything that isn ’ t mouldy she can have him sip from . She sees the newspaper she brought in , grabs it .She tries to get him to smile at her joke . Joan opens the paper to a PUZZLE . Alan looks down at it . His fingers twitch . He stares at the puzzle , confused . He doesn ’ t know how to do it . Alan moves his hand away from the puzzle .The treatment has wrecked his brain so badly that he can ’ t do crossword puzzles anymore . Joan watches and her heart utterly breaks . ON JOAN : He ’ s gone forever . And she knows it . Alan sees her sadness . He ’ s embarrassed , angry , bitter .She looks at him quietly for a moment .CUT TO :

Young Alan sits under the tree where Christopher first taught him about cryptography . He ’ s holding the book that Christopher gave him . He starts to cry . He ’ s alone now , and he will be for a very long time .CUT TO :

Alan sits at his desk , going over papers . He closes a book . Gets up . Walks past Christopher , giving him a look . He turns off the light , walking away down the dim hallway .

A familiar scene : A HALF-DOZEN POLICE OFFICERS swarm the Manchester home of ( former ) mathematics professor Alan Turing . Detective Nock passes the double-parked police cars and ascends the front steps of Alan ’ s house . Remembers the first time he was here .

A CONSTABLE leads Detective Nock upstairs , gesturing into the open BEDROOM door . In the doorway , we see a team of COPS tending to something on the bed . There ’ s an APPLE on the nightstand .The Constable makes a curious face : How can you know that ? Nock approaches the bed , and stares into the lifeless face of Alan Turing . ON NOCK : Alan Turing made the world a better place ... And Nock killed him for it .CUT TO :

Suicide, looks like. Half-eaten apple next to the bed. Some sort of white powder all over it.

Alan , Joan , Hugh , John , and Peter stand before the MASSIVE BONFIRE that ’ s been built in the center of the Park . TITLE : Alan Turing committed suicide in 1954 . TITLE : His machine was never perfected , though it generated a whole field of research into what became nicknamed “ Turing Machines. ” Today , we call them “ computers. ” Hugh comes over and puts one arm around Alan , another around Joan . They have a moment : They did it . They won the war . John throws a stack of Enigma messages high into the air — — They watch as the papers flutter down into the fire . They laugh , and one by one they all join in : They FROLIC and PLAY as they throw every document , every slip of scratch paper , every bit of evidence they were there into the fire . TITLE : In 1990 , John Cairncross publicly confessed to having been a Soviet agent . He was never prosecuted . TITLE : In 2013 , Turing was granted an official pardon by the government . Approximately 49,000 other gay men were convicted and punished under the same code between 1885 and 1967 . TITLE : The logo of Apple Computer - an apple with a bite taken out of it - has long been rumored to be a silent tribute to Turing . These rumors have never been confirmed .ON ALAN AND THE TEAM : Hugging and playing as everything they did is burnt to a crisp .BLACK .

A garbage truck roars by and . Simon Grim hangs from the back of it . He is a shy , skinny and terrified - looking guy around thirty years old . The truck rumbles to a halt and Simon climbs down off it to go punch out at the time clock .

Moments later . He comes walking up a small alley and sits to drink his beer . He begins to relax . This is his quality private time . Then he hears something and looks up . He peeks up over the edge of some junked kitchen appliances and sees . Two teenage kids - Warren and Amy - smoking crack and having sex . Simon looks on , intrigued , as Warren smokes , then .Amy takes the pipe and smokes as he feels her up . Simon is fascinated . He drinks and looks on as . Amy grins up foolishly at Warren and lowers the pipe . The boy undoes his belt and hikes up the girl 's skirt . Simon ca n't believe this . He looks around to see if the coast is clear , then returns just in time to see . Warren takes Amy by the waist and enter her . The pipe falls from the young girl 's hand . Warren throws his head back and grinds himself into her . Simon 's mouth falls open in awe . But Amy tosses her head back to the side and sees . The amazed garbage man ; caught . Amy starts screaming insanely . Simon runs for his life . Amy and Warren throw rocks and bottles at him as they chase him away .

Well, I'd like to give you some information about Congressman Owen Feer. This man is gunna make a big difference in the lives of every American in the years to come.

He's gunna be the next president of the United States of America, Fay.

He's a decent man. He takes complicated issues and totally simplifies them. And I appreciate that.

No. You know what the problem is with this country, Fay? Me. I'm the problem. We live in a culture of poverty and crime, where the work ethic is undermined and male responsibility is made irrelevant.

Jesus Christ, Simon, you're letting yourself go to hell! You read that flyer I gave you?

Simon, wake up and smell the coffee, huh! It's up to guys like you and me to help create a better tomorrow!

It's every American's right. A blessing. Yet another opportunity to save America from itself.

What's the fucking use. You make sacrifices. You try to be a decent human being. Try to contribute something meaningful to society. And what happens? They lose to a bunch of cultural elite liberal fuck - ups. I do n't give a shit anymore. People deserve what they get.

Moments later . Simon runs up and throws open the screen door . He stands there in the doorway catching his breath . His sister , Fay , is at the kitchen table watching a small portable TV while their mother , Mary , sits a few feet away in the living - room watching another TV tuned to a different channel .Mary is a manic - depressive , still in her bathrobe at six in the evening .Fay holds her head in her hands and sighs . She glares at her brother .Simon sits at the table and Fay slams down before him a bowl of some sort of gruel . He hesitates , then lifts his spoon . Supper is horrible and he screws up his face in disgust . Fay gives him a sideways glance and he leans back down over the bowl and eats some more . Pushing the bowl away gently , he reaches out for the container of milk on the table and drinks straight from it . He suddenly jumps back and spits out sour milk all over the table . The container drops to the floor and thick globs of cheese roll out . He stands back against the fridge , holding his stomach while . Fay and Mary look on in disgust .

Mom! Simon's got a broken rib, his shoulder's dislocated or something, and he wo n't let me disinfect the gash in his head!

But how. I mean, do I look more like twenty, or. you know, thirty?

Listen, you geek, after a couple of drinks plenty of people mistake me for eighteen!

Do n't you dare talk that way to me! And keep your hands off my brother. Pearl, what are you doing here?

What happened to her, Simon? How did she get this way? Will it happen to me too? Huh? Why are we so fucked up?

I'm creating my résumé. This computer's got a program especially for it. I bought some special stationery too. It's scented. Look.

Simon, Mom's right about you. A poem's supposed to be a small, delicate kinda thing. Kinda feminine. Gentle. Look at this. You've made a fuckin' telephone book.

No, I'm not alright! Your poem brought my period on a week and half early! So just shut up. Everybody just shut up!

Well, you oughta be home writing instead of hanging out over here with all your groupies.

You ca n't talk to him for, you know, too long or anything,'cause he's got ta, you know. he writes all day. That's all he does. Can you believe that?

If he's such a great big fat genius, why does n't he write books? Like you do.

Yeah, well, what ever. Listen, Simon, forget Henry. Go straight up to this Angus James character yourself and make him read your poem.

I'm gunna apply for a job at the one - hour photo joint and then go over to the Mall to see about that job in the bank. Make sure Mom takes her pills. See ya.

Henry, do n't come home tonight! I'm warning you! Do n't come home at all! Ever!

Yes, Ned, he is. He's in big trouble. Now just be quiet for two minutes.

She's got some ex - con in there she met at the bar. Tattoos all over himself and a big red bloated nose.

What's the use? She might as well get it while she can. She's not always gunna have the ass she has now, you know. That's just how life is.

Simon Grim, you go to the hospital with Fay right now, do hear me!

Moments later . Simon crosses the lawn and sits on the curb outside his house . He stares at the ground before him as he holds his stomach and spits , sickened . He looks up , though , and sees . A little seven - year - old girl - Pearl age seven - standing there in the street watching him . Simon tries to smile at her . But she throws a rock at him and hits him in the head . He falls forward , hurt , as the little girl runs away . Lowering his hand , he sees he 's bleeding . Desperate , lonely and ill , he drags his bloodied fingers across the coarse pavement . Fay slams out of the side door of the house in a tight - fitting dress and stands on the lawn , applying lipstick .Fay snaps shut her compact , straightens her skirt and sighs .Simon loses track of what he is hearing and relaxes . He looks back at his sister . Fay fluffs out her hair and walks off .Simon watches her go , but is still drawn to something he seems to hear up the street in the other direction . He cocks his head , sits perfectly still and listens . He hears it now . We do , too . Footsteps . Big ones . Like a giant somewhere in the distance . The neighborhood trembles . Titles begin . Simon tries to figure out where it 's coming from ; the sky , the house , the highway at the end of his block . Finally , he focuses on . The blacktop right before him , smeared with his own blood . Music starts . He kneels out slowly into the street and stares at the pavement . He stretches out his hand and places it flat on the road . The pounding is louder now , becoming the beat of the music over the scene . Simon lowers his face to the pavement , closes his eyes and . Puts his ear right down against the road . He hears . The steady tread of somebody very much larger than life . Kneeling forward , with his ear to the ground , Simon opens his eyes and sees . A man approaching . The music swells up full . Simon lifts his head slowly from the road , looking off in wonder at . This stranger coming towards him ; an oddly handsome freak striding over the crest of the distant intersection with a windswept mane , two over - stuffed suitcases and a crumpled tie fluttering back over his broad but crooked shoulders . Simon rises till he 's kneeling up straight in the road . Henry Fool finally reaches him and stops . Titles finish . Simon says nothing and watches as Henry looks off at the house . Satisfied , but wary , Henry Fool looks around the neighborhood and then down at Simon .He tosses the suitcases down in front of Simon and walks off towards his new home .

That's why I'm in trouble. I'm sort've what you might call. ` in exile'.

this. Keep them with you at all times. You ever feel like you got something to say and you ca n't get it out, stop and write it down. OK?

But why brag? The details of my exploits are only a pretext for a far more expansive consideration of general truths.

What is this? It's a philosophy. A poetics. A politics, if you will. A literature of protest. A novel of ideas. A pornographic magazine of truly comic - book proportions. It is, in the end, whatever the hell I want it to be. And when I'm through with it, it's gunna blow a hole this wide straight through the world's own idea of itself!

Once. I forget where I was. Central America maybe. Somewhere hot. Stupid job. Bad pay. Dangerous location and water so foul the natives would n't even piss in it. This crowd of drunken motherfuckers hired by the local drug cartel shows up at my hotel room and threatens to tear me limb from limb. And I say, listen, hombres, OK, you've got me outnumbered four to one and you're gunna kill me here tonight and not a soul in this dimly lit world is ever gunna notice I'm gone. Fine. But one of you. one of you. one of you is gunna have his eye torn out. Period. Silence. I repeat myself. One of you poor, underpaid jerks is gunna have an eye ripped out of its socket. I promise. It's a small thing, perhaps, all things considered. But I will succeed. Because it's the only thing I have left to do in this world. So why do n't you just take a good look at one another one last time and think it over for a few minutes more.

They sober up a little, look at their shoes in confusion, then step out into the hall to talk among themselves.

Good morning, Simon! Glorious day, huh? Here, have a donut. Can you lend me twenty dollars?

Excellent! I'm polishing up the final chapters of my ` Confession' and I need a reasonably well - stocked reference section.

Look, in my opinion, this is pretty powerful stuff. Though your spelling is Neanderthal, and your reasoning a little naive, your instincts are profound. But the whole thing needs to be given a more cohesive shape. It can be expanded. Followed through. Unified.

Are you willing to commit yourself to this? To really work on it? To give it its due? In the face of adversity and discouragement? To rise to the challenge you yourself have set?

And do n't gim me that wonderstruck ` I'm - only - a - humble - garbage - man' bullshit, either.

It's blood. From your head. Lie back. Shove that in your mouth and hold on to something.

See, Simon, there are three kinds of there. There's ` There'. T - H - E - R - E. There are the donuts. Then there's T - H - E - I - R ; which is the possessive. It is their donut. Then, finally, there's ` they're'. T - H - E - Y -' - R - E. A contraction, meaning they are. They're the donut people. Get it?

And look, if you're gunna read Wordsworth you've got ta get a more up - to - date edition. This odoriferous tome you're so attached to does n't even have all fourteen books of the Prelude. And you need notes. Commentary. I'll go to the library and find you the best edition they have.

We all have to make sacrifices. A vocation like ours, Simon, is not a nine to five thing. You ca n't put a fence around a man's soul. We think and feel where and when we can think and feel. We are the servants of our muse and we toil where she commands.

` Opportunity will step away and make room for a man to pass it by.'

Well, you know, Simon, a piece of work like this, it's. A vocation like ours. You ca n't put a fence around a man's soul. What I'm trying to achieve, it's. Well, it takes a lifetime really. It's a life's work.

But soon. Do n't worry. I'd appreciate your feedback. I got ta go. See ya.

Listen. I know a man. He's a big shot in the publishing business. Angus James. Smart, adventurous and tons of integrity. When this thing is ready, I'll recommend he reads it. He'll respect my opinion.

Why do they torment me like this? Why? They're like a bunch of fucking mosquitoes!

They want to suffocate me, Simon! They wan na extinguish me like a flame!

They're afraid, that's why! They're afraid of what I might do! What I might say! Think! They're afraid of my ideas!

We're outsiders. We think and feel too much and too deeply. And the world ca n't handle that. Our mere existence is a threat to its illusion of security. Sure, they'll name a wing of a new library after us when we're dead! But now. Now, when we're alive. Now, they wan na burn us at the stake!

For example, I made love to your mother about half an hour ago and now I'm beginning to think that maybe it was n't such a good idea.

Of course you are! A great poet! But you need experience. You need to do something to be ashamed of every once in a while, for cryin' out loud.

Come on! Let's go out! There's a den of iniquity right across the street! You got any money?

I stole it. Now listen. Remember how yesterday we discussed the relative desirability of cadence in relation to the readability of.

Because vocation is the difference. Only someone who really cares doubts. Listen, father, as I was about to tell my friend Simon here, I am, without doubt, the biggest sinner within a hundred miles of this parish. But still, I've got ta stay up late at night to outdo the unending parade of mundane little atrocities I see committed every day right out in the open spaces of this loud and sunlit culture we call home.

I like to think so. But the fact is I appreciate depravity. Nevertheless, I insist your vocation makes a difference, because to hold out anything other than a spiritual yardstick to reality is to be jerking off grandly into the abyss. Listen, have you got any money? Let's go have a drink.

Milton. Seventeenth century. English. You see, Simon, it's important my ` Confession' dig up the past, comb previous evidence and help chart the historic - even the aesthetic - inevitability of my ideas. And.

This place is crawling with chicks, Simon. Wander around. Leer a little. Cop a feel. Impose yourself on'em. See what happens.

Bullshit! You've got a rough hewn charm that sets'em on edge. Now, listen, I got ta go.

What happened to this assistant librarian position you were supposed to set me up with?

So my word is not enough. My promise worthless. The fact I've served my time nothing but the emblem of my continuing guilt.

I was caught. Yes, I was caught. once. I was caught in flagranti delicto screwing a thirteen - year - old girl named Susan. She was an ugly and mean - spirited kid, but she knew how to play upon my weaknesses which, I admit, are deep and many.

It was a pathetic little conspiracy. A transparently desperate attempt to discredit me and my ideas ; to label me a mere pedophile. As if I'd be ashamed of such a thing. As if Socrates himself had n't been taken out of circulation for corrupting the youth of Athens!

Seven years. Seven years for one afternoon of blissful transgression. But what of it? Who cares? Prison's not so bad ; particularly if one's a sex offender, free from the popular and conventional horror of sodomy.

Believe me, Simon, this incident with the girl, prison. It pales to insignificance in the wider context of my career.

What an orgy we'll have then, huh? What shouts of outrage from the offended populace, from the sanctimonious purveyors of culture and quality, the righteous defenders of what ever inane and haphazard notion of progress then in vogue. They'll be beside themselves with fiercely reasoned critical analysis. Apoplectic with indignation!

Yes, like a mirror which reflects only the inside of the person before it, my ` Confession' will lovingly render humanity's common monstrosity in all of its lurid wide screen glory.

Why should I blush or feel shame before the common lot of humanity, anyway, for a few banal and, again I admit, inelegant transgressions?

The greats all say the same thing : little. And what little there is to be said is immense. Or, in other words, follow your own genius to where it leads without regard for the apparent needs of the world at large, which, in fact, has no needs as such, but, rather, moments of exhaustion in which it is incapable of prejudice.

We can only hope to collide with these moments of unselfconsciousness. This divine fatigue. this.

As I tried to make plain in Paris : ` Nous savons que nous avons chuté parce que nous savons qui nous sommes.' ` We know we have fallen because we know who we are.'

That's beside the point. But did they listen to me? Of course not!

For is this not the best of all possible worlds? Are not the evils of this world necessary components of a cosmos that could not exist without them?

The thing to do is to send parts of it to different magazines and literary journals first. That kinda thing. You know. Substantiate it.

What do you mean you do n't know why you bother? You bother because you know the poem is excellent!

Can you sit there, look me straight in the eye, and tell me you do n't think this poem is great? That it is not at once a work of great lyrical beauty and ethical depth? That it is not a genuine, highly individual, and profound meditation on the miracle of existence?

Well, it's been a long time. My name might not carry as much weight as it once did with Angus.

To be honest ; my ideas, my writing, they have n't always been received well or even calmly. They're upsetting. I'm a controversial man.

You see, what I'm doing is too radical. Too uncompromising. It'll take time for people to see its value. It's ahead of its time, perhaps, or maybe just.

A recommendation from me might do you as much harm as it does good.

Because certain work needs to be experienced all at once in order for one to appreciate the full force of its character.

In the infinite amplitude of his love, God wants to create the largest number of best elements that can exist together in one cosmos. OK.

In an instantaneous calculation made in eternity, God computes the best possible world and creates it. Fine. This ` decision' by God is uncontingent and eternal rather than temporally or ontologically sequential.

O - N - T. Do n't you have some kinda spell - check on that thing?

It is impossible for every perfect good to be compatible with every other perfect good. The intense beauty of the mountain must be set off by the fertility of the plain, so to speak.

No, as a matter of fact, I think you're a real bright kid and I like that about you.

I like it so much I've got half a mind to do perverse things to you. Right here. Right now. Things you might just learn to like.

I learn so much from these magazines, Mr Deng. I refuse to discriminate between modes of knowing.

It's just a fad, Mr Deng. These kids today, they're just slaves to fashion.

Ah, yes, of course. When noble minds shrink from the task of leadership scoundrels will rush in to fill the void.

Well, I mean, we were n't like bosom buddies or anything. But we used to talk sometimes. In the elevator. In the morning. He said he liked my ideas. Being a janitor's a good job if you're a writer. Especially the night shift ; all that time to think and develop my ideas.

Well, what the hell does he know? He would n't know a vital piece of literary art if it came up and bit him in the leg. To hell with him! He's not the only publisher in the world!

It's true. A prophet is seldom heeded in his own land. Remember that.

Hey, Warren, I found Pearl wandering around by the garbage dump.

No, but it's OK. Simon's gunna try to get me a job on the garbage truck.

` Her figure makes me violent. I want to somehow break her. But tenderly. How is this possible? Ask Henry.'

Is all this true about the Internet? About how you can get pornography on it?

You got ta get outta the house, Fay. You ca n't blame yourself for not being here. You did all you could for her.

There's this fascinating story about a famous rock band and how they tied a friend of theirs to a bed in their hotel room and inserted a live fish into her vagina.

I mean, it was n't the entire fish, it was just, you know, the nose. The nose of the fish.

You ever wonder what it would be like to have sex with an animal, Mr Deng?

I mean, some dogs are almost as big as people and often more attractive.

I've let myself down, Simon! I've let myself be caught in the bloody maw of banal necessity! How did I get here? How did this happen to me? I'm going to be somebody's father! I need time to think. To write. Time to finish my ` Confession'! I ca n't work for a living! It's impossible! I tried once. My genius will be wasted trying to make ends meet!

This is how great men topple, Simon. Their hearts are in the right place too much of the time! They get sidetracked! Distracted. Oh! How could I have been so careless!

I mean, after all, there are things I can do to make it more accessible.

I can soften up some of the language and make it read easier. Take out some of the more intratextual references and popularize the underlying Sturm und Drang, so to speak. I can change its mode. Make it more of a conventional novel instead.

Oh, Simon, do n't be such a purist! I appreciate your protectiveness, but the integrity of the work gives it a durability that can sustain such things.

Is that such a priority? Is that some sort of measure of a man's worth? To drag what's best in him out into the street so every average slob with some pretense to taste can poke it with a stick?

You must be pretty impressed with yourself, huh? The all too obviously talented new man, the important new voice, the early clue to a new direction, or whatever, etc., etc., etc! A popular new trend conveniently packaged for the distracted young herd! You want to be liked more than you know, Simon Grim! You'd be nowhere without me and you know it.

I saw you for what you were in the beginning, Simon. I hold no grudge and I'm certain you will, in time, leave some serious and small dent in this world.

The world is full of shit. It's true. And you have to walk through it. That's your part. I'm sorry. But you're no good at it. Perhaps I'm not. Perhaps I was n't made to walk through shit. Go on now. Leave. Do what you're good at. Go.

God, they must be hard up for geniuses to pin medals on because, listen, I got ta tell you, when I first met this guy he did n't even know what an iambic pentameter was.

Come over here and say that and I'll cripple ya in three different ways, you boozed - up Philistine!

What did I tell you! It was just a fad. I told you that! I told everyone!

Yeah yeah yeah. So what? A Nobel Prize. Anybody can get one of them these days. That's the problem, with this world, Mr Deng. Nobody's got any standards anymore. You seen Fay?

Look, Simon, the world's a scary place. I admit it. But it's not my fault. I swear!

Take care of your mom and do n't start trouble you ca n't finish.

Henry comes around behind the house and finds the door to his basement apartment . He approaches . Simon follows , carrying the suitcases .

Moments later . The door is wrenched open and Henry is hit square in the jaw by a decade of dank airless gloom . He coughs . Entering , he finds a few old wooden chairs littering the main room . He inspects the old wood stove , then takes a chair and smashes it . He tosses the wood in the stove . Simon looks on , amazed . Henry lights a fire with unusually quick results , then stands back and looks at Simon .

This is a convenience store with a number of tables at which to eat donuts . Warren is shoplifting while Amy terrorizes Gnoc Deng , the Vietnamese cashier , who stares out at them from behind the safety of the counter .Amy looks back at Gnoc , snarls , then follows the cashier 's gaze to the door . Simon enters . Clutching Henry 's cash , he stops dead in his tracks when he sees . Warren and Amy . He steps forward and approaches the beer cooler . Warren and Amy hover around , just out of reach , like a couple of vampires . Dragging a six - pack out of the cooler , Simon crosses to the counter . Warren and Amy hang back , silent and threatening . Gnoc rings up the purchase and glances over at . Amy , staring a hole into the side of Simon 's skull . Gnoc hands Simon back his change and he makes for the door , but . Warren shoves himself between it and Simon . Simon freezes . Warren is expressionless . Simon looks back at Amy . She turns away , reaches up under her skirt , jerks down her panties , then leans forward on to the counter . Leering back over her shoulder , she hisses .Simon is nonplussed . Gnoc presses a button on the wall that sets . A red light flashing above the stockroom door . Warren grabs Simon by the neck and drags him over to Amy 's bare behind . Amy laughs as Simon is forced to his knees and has his face shoved up right into the crack of her ass . But then . Simon throws up all over her . Warren falls back in disgust . Gnoc covers her face with her hands . Amy looks around at herself , realizes , and starts screaming bloody murder . Simon falls back on to the floor , clutching his stomach , as Amy staggers around with her vomit - strewn underwear down around her ankles . Then Gnoc 's father , Mr Deng , appears at the stockroom door holding a shovel and ready to fight .Mr Deng comes running at them and Warren drags Amy from the store . Simon crawls out of the way as the old man throws open the door to the parking lot and screams at the retreating delinquents .Having scared them off , he comes back in and starts screaming at Simon .

Look at this! What's going on here? Simon, get up off the floor! Is this beer paid for?

Uhm. Look, ah. I'm the editor of the high school newspaper now and.

I. wanted to know if we could print your poem in this month's issue.

That's what the Board of Education called Simon's poem, yesterday ; scatological.

You feel the same way. I can tell. I can see it when you look at me.

Yes you do. In the street. In the parking lot yesterday. That night on the highway.

What kind of. Well, I mean. What kind of. perverse things would you do to me?

There's a guy from the radio station over at World of Donuts and a story in the newspaper about some kids burning down a school near Boston!

Business is good. The kids, they hang out all day and drink coffee, talk about art and read poetry.

No more beer. Coffee. Espresso! Cappuccino! Café au lait. Carrot juice. Herbal tea.

Henry, you need to do something with your life. Get a job, or something.

We got ta have rock'n' roll shows these days, Henry. The poetry readings just do n't pay the bills no more.

You better sleep in my office tonight, Henry. She was very angry. You've got ta let her cool off.

Later . Simon splashes water over his face at the kitchen sink , then watches as Henry unpacks one of his suitcases . It is filled with dozens of old , worn notebooks . Henry stacks them on the mantelpiece over the fireplace ; the fire is now crackling and bright . Simon steps over and looks at . The name tag on the other suitcase : ` Henry Fool ' .Simon looks over and sees . Henry 's silhouette against the fire . He steps forward into the light and grabs a beer from the six - pack on the floor . He hands one to Simon . Simon takes it and stares at it a moment before raising his eyes to Henry .He winks at Simon , then struts around the room , hugely impressed with himself .Simon comes away from the fire , watching him carefully . Henry stands in a dim corner across the room .Henry pauses , looks aside , drinks , then grins demoniacally . He steps forward and comes face to face with Simon . He lifts his finger and points to . Simon 's name stitched upon the breast of his work shirt . Realizing this , Simon moves off and thinks . Henry throws more wood on the fire , glancing back over his shoulder , laughing mischievously .He tries to articulate what he thinks he feels but winds up gesticulating curiously with his hands . This finally dissolves into a dumb stare into empty space .Simon looks at him . Henry stands and grabs a notebook from off the mantelpiece . He tears out a few pages and shoves them in his pocket . He hands the now fresh writing tablet to Simon .He searches his pockets and finds a pencil .Simon hesitates , then accepts the gifts . Henry goes for another beer while his new friend studies the dozens of notebooks on the mantelpiece .Henry drinks and looks down into the raging fire .He smokes . Simon is impressed . They hear a bottle smash outside in the street and Henry goes to the window . They 're throwing bottles at the house .Simon jumps up .Henry stops . Simon looks away and sits back down .He is ashamed of himself . Henry sees this and settles down . He considers his new friend with genuine care as he gets himself a new cigarette . He lights up , thinks , then grabs another chair and sits close by Simon . They sit there in silence a while , then .Henry stares into the flames and falls silent . Simon is riveted . He leans forward , on the edge of his seat .

You can set me on fire. But one of you is gunna have an eye torn out of your head. I promise.

I told them. Like you said. I told them. And I knew I could do it.

Thank you, but that's OK. I'll stop there on my way back from work. Well, yes, maybe not today, but, you know, tomorrow, probably.

` Opportunity will step out of the way to let a man. pass it by.'

If you treat Mom like a sick person, she's gunna stay like. you know, a sick person.

Well, who's been keeping an eye on her while you've been out getting fucked by every OTB winner in town?

Henry. Your parole officer, Officer Buñuel, came by again today.

He told me to tell you that if you do n't call him they're gunna put you back in jail.

He was talking to Mr Deng too, and, well, you know, I was thinking.

` Whereto with speedy words the arch - fiend replied Fallen Cherub, to be weak is miserable.'

Why is it this beautiful girl makes me sad? Does she know how beautiful she is? Do people tell her? Does she ever feel stupid?

Why do n't I smile when she looks at me? I look away. Ashamed of myself.

Her figure makes me violent. I want to somehow break her. But tenderly. How is this possible? Ask Henry.

Why do I do this to myself? And why do I reduce you to only one possibility? These are not even questions anymore. I know the answers myself. This is n't a page of notes. It's a letter. A letter to you. A desperate act. You are a miracle to me. I ca n't breathe.

Dear Mr Grim, we here at the magazine consider ourselves and the publication open - minded and cutting edge and have consistently printed the work of the most brilliant and farseeing young talent of the day. Every week we are forced to return writing which we can not for one reason or another publish and include a brief but polite refusal. But this tract you've sent us demands a response as violent as the effect your words have had upon us. Drop dead. Keep your day job. Sincerely, The Editors.

The other twenty - five are almost as bad. I do n't know why I bother.

I mean, I think it's finished and, for better or worse, it is book length.

He's afraid that his reputation will prevent people from giving my work an honest chance.

He has. He's written a book. It's almost completed. He's been working on it for years. It's just not published.

No. Not yet. Soon. Certain work needs to be experienced all at once in order for one to appreciate the full force of its character.

I'm not a plumber. Or a messenger. I was once a garbage man. But now I'm a poet.

A friend of mine spoke of you. He said you had a lot of integrity.

I think it's a gasket. A fitting from off of that old refrigerator over there.

Angus James is convinced my poem is going to make him incredibly wealthy. He'll read your book and seriously consider publishing it. If I ask him to. I'm certain.

But just exactly what is the nature of your faith in my writing?

Look, if I had told you, when at first I read it, that I thought it was no good, what would you have done?

I do n't know. I did n't bring it to Angus because I thought it was good. I brought it to Angus because you're my friend.

Look, Henry, I did it! I wrote. I wrote poetry because you told me to! I worked! I worked while you sat back and comfortably dismissed the outside world as too shallow, stupid and mean to appreciate your ideas.

Later that night . Simon climbs the stairs and stops when he hears raunchy sex from his sister 's room . He stands outside her door and listens .Simon looks up the hall and sees his mother in her room , sitting on the edge of her bed , smoking . He approaches and stands in her doorway .Simon says nothing . He looks down at his feet .Now she says nothing . She smokes and looks away . Simon steps into the bathroom and gets her medication . He runs a glass of water and brings it in to her . She swallows the pills and washes them back with water .She looks away , unconcerned and cynical .She throws the blanket over herself and turns off the light . Simon stands there in the dark .

Moments later . Simon comes downstairs into the quiet , dark kitchen and sits at the table . He listens to the traffic on the highway and stares off into space . Finally , he takes the notebook Henry gave him from his pocket and places it before him . But then he just gazes off into the dim living - room and scratches his head . Returning his attention to the notebook , he digs down into his pocket and retrieves his short stub of pencil . He opens the notebook and carefully flattens back the cover . Lifting the pencil , he pauses and stares at the blank page . Then , after more intense hesitation , he brings the pencil 's dull tip to the very top left edge of the page and begins writing in a slow , laborious hand .

The next morning . Henry barges in the kitchen door with two containers of coffee and some jelly donuts . Simon jumps up from where he sits asleep over his notebook at the table .Simon rubs the sleep from his eyes , blinks , disoriented and reaches for his wallet .He lifts up Simon 's notebook .Simon hesitates , shyly .He gives up , sighs and gazes at the floor . Henry flips through the book , impressed . It is full from cover to cover , every page dense with Simon 's cryptic scrawl . Henry frowns , intrigued . Then .Simon looks up , terrified . But his friend puts him at ease .

Later that day . Simon finds a number of volumes of the classics while crushing garbage .

That evening . Simon sits with his evening beer and his new collection of soiled classics . He cracks open a volume of Shakespeare and tries to read . It 's an obvious struggle . He puts it aside and lifts up Wordsworth , studying its cover and the texture of the pages . A page flutters away and he climbs down to the edge of a greasy puddle to retrieve it . It 's now wet and torn , so he flattens it out on the concrete and tries to fit it back into the book . He reads a little , furrowing his brow , then drinks . He bites his lip and tries again . He sits back , exhausted and thinks . He hears a twig snap and looks back over his shoulder to see . Amy throws a bottle at his head . Smash ! He falls to the ground , blood streaming down his neck . Warren runs over and grabs him by the shirt , lifting him out of the puddle and smacking him in the head . Amy runs forward and waits with a rolled - up newspaper which she sets aflame with her lighter . Warren punches Simon in the stomach and throws him to the ground , then unzips his fly and pisses on him . Amy watches , giggling excitedly , waving the flaming torch . Simon crawls away and grabs hold of an old section of fence , while Warren zips up and grabs the fire from Amy . Simon pulls himself to his knees , rests his face against the rusted fence and gasps for breath . Warren waves the flaming torch in his face .Amy comes nearer with a can of gasoline . Simon pulls himself to his feet as she splashes him with fuel . Warren is waving the torch deliriously above his head .Warren stops . Amy steps back and lowers the gas can . Simon turns with effort to face them , adjusts his glasses and continues .Warren watches him blankly , then is burned by the torch which is too hot to handle . He drops it . Amy giggles , then stops , excited , but confused . Simon grips the rusted chainlink so that it cuts into his hands and stares straight at Warren .Warren is transfixed . He shivers and looks at Amy , who steps back , scared , and puts down the gas can . She turns and walks away . Warren looks back at Simon , troubled . He hangs there still , glaring at him . Further away , Warren rejoins Amy and stares at his hands . Amy looks ill .

Henry is at one of the tables , correcting the spelling in Simon 's notebook , when he looks up and sees . Simon stumble in , beaten and bruised , dropping his classics to the floor . Henry and Mr Deng rush over to him .He passes out . Henry looks at Mr Deng .Henry nods , agreeing , then lifts Simon off the floor . Mr Deng holds the door open as Henry carries his friend out into the parking lot . Meanwhile , Gnoc gathers up the classics from the floor and places them beside Simon 's notebook , where it still sits open on the table . She looks at it , then reads . She lifts it off the table and reads further , immediately and deeply engrossed . Mr Deng watches as Henry departs with Simon , then comes back into the store and stops , startled , when he sees . Gnoc sitting there , staring off into space , the notebook open in her hands before her , singing quietly .

Twenty minutes later . Fay is in the bathroom helping Simon out of his clothes , trying to clean his wounds .Henry is at the kitchen table with Mary . She watches him suspiciously . He lets her .She watches him as he walks around the room , browsing .He stops and lifts a small framed photo of a soldier off the piano .Violated somehow , she gets up and snatches it out of his hands . She puts it in a drawer and cringes as Henry plays one note on the piano .He fixes her with a steady , knowing stare which causes her to gather the collar of her bathrobe up around her neck . She steps back , exposed , when there 's a knock at the door . They look over to see . Mr Deng enter with the notebook .Henry comes over , takes the notebook from him and shoves it in his pocket .Meanwhile , back in the bathroom .She storms out to the top of the stairs , cocks her hip and whines .Simon reaches out and slams the bathroom door . Fay looks from the bathroom door down the stairs to Mary . Mary , her nerves rattled , glances over at Mr Deng , who turns and leaves the house . Henry lights a fresh cigarette , loosens his tie and heads upstairs .

A moment later . Henry throws open the door and enters . He steps over Simon , who is on the floor , folded up against the toilet .Henry sits on the edge of the bathtub and takes the notebook from his pocket .Simon just looks at him , not certain what he means .He scratches his chin and smokes .Simon just stares at him , overwhelmed . Henry drops the notebook on the floor and points at it with his cigarette .Simon just blinks , looks away and wonders .Simon coughs and Henry leans back and smokes .

An hour later . Fay cringes outside Simon 's room as Henry goes about setting her brother 's arm .Simon does .He pauses , then leans back .Simon nods and stares at the ceiling . Henry hands him a towel .Simon bites down on the towel and grips the edge of the bed with his free hand . Henry sits on his legs and gently raises the broken arm . Outside the door , Fay bites her knuckles . Further down the hall , Mary listens from her bedroom .Simon nods . Henry grabs hold of the arm , swallows and braces himself . Simon waits , then Henry tugs the arm straight .Fay turns and runs down the stairs . Mary backs away into her room and shuts the door .

Later that night . Henry comes downstairs and stops , tired . Fay is sitting at the table with a bottle of gin and two glasses . She has dolled herself up a little and Henry likes what he sees . He looks her over and she smiles . He sits . She pours . They drink .They drink again in silence . He lights her cigarette and they watch each other closely . Finally , Fay leans on the table and twirls a strand of her hair between her fingers .He drinks and studies her . She presents her profile . Finally , he leans back .Fay jumps up , furious .She grabs her bag and storms out of the house . Henry watches her go , then chuckles deviously and splashes himself another drink .

Next morning . A thirty - year - old cocktail waitress named Vicky walks up and stops when she sees . Warren , sitting back against the side of World of Donuts , smoking a joint and thinking about his future . She sighs and approaches .Unruffled , she hands him a flyer .He tokes deeply , then .Warren looks over the flyer , then reconsiders Vicky .Vicky sighs , troubled . She adjusts her waitress uniform and looks mildly offended .Warren gets up , too .Vicky is hard - pressed . She wants to believe him , but knows better . She thinks about it while . Henry passes by and approaches the store .

It's everything you need to know about the upcoming elections and congressman Owen Feer and all the really good things he wants to do for our country.

He wants to win back this country for us Americans, Warren, and restore some kind of cultural - moral standard to our way of life.

How dare you put something like this up where anyone can see it!

It's pornography! The product of a diseased mind! You oughta be ashamed of yourself, Mr Deng!

I'm not saying you did, I'm just saying one was and since you do have this criminal background.

Same time . Henry enters and takes Simon 's notebook from his pocket . He flips through a few pages and selects one in particular . He tears it out of the book and tapes it up beside the register so customers can read it . He winks at Gnoc . She smiles shyly and makes him a coffee . He takes it and moves off to a table just as . Vicky enters . She starts accumulating groceries , placing them on the counter one item at a time . Henry settles down and watches as . Vicky returns to the counter with a bottle of orange juice and notices the poem . She reads , holding the orange juice out to her side . Gnoc starts to ring up the other purchases as her father comes up behind her , busying himself with an inventory of the cigarettes . Vicky 's lip starts to tremble as she reads , a horrified expression clouding her face . Finally . Smash ! She drops the bottle of orange juice and stands back . Mr Deng and Gnoc jump back , alarmed . Henry tilts his head and pays close attention .Mr Deng looks from her to the poem and then over at Henry . Henry urges the man to stand up for himself .She grabs her things and leaves . Mr Deng holds his head and looks over at Henry .Mr Deng has no idea . He sits , worried , as Gnoc comes out from behind the counter and begins mopping up the mess .

Later . Henry is at the kitchen table with Simon , working on the poem . Simon is bandaged up , his arm in a sling , black eyes , etc. .Henry lifts up one of Simon 's newly acquired classics .Simon looks past him and Henry follows his gaze to find . Mary standing at the foot of the stairs , listening to them . She says nothing . She looks Henry up and down , then shakes her head disdainfully and grunts . She throws herself on the couch and turns on the TV , casting acid glances over at the kitchen .

Moments later . Henry and Simon come outside .Henry wanders out to the road , checking his wallet , then .Simon looks off , thinks it over and slowly nods .He pulls the tiny piece of crumpled advice out from one of his pockets and shows it to Simon .He hurries away around the corner . Simon walks back to the house and stops when he sees . A plain - clothes policeman , Officer Buñuel , drive up and park before the house . Simon spies as the man gets out of his car and knocks on Henry 's door . He , of course , gets no answer .

Later that day . Simon works on his poem at the kitchen table while Fay flips through a magazine and watches TV . Mary , lying on the couch in her bathrobe , watches her own TV . The cacophony is augmented by the rattling dishwasher and the trucks rumbling by on the highway outside . Mary looks over at her son , suspicious , and leans off the couch .He carefully finishes writing a word , then looks up and pauses .Mary looks at Fay , who looks up from her magazine and considers her brother . Then they break out laughing . Simon looks on . They laugh and laugh and laugh .

Later . Simon is bent over his notebook , consulting a dictionary , hard at work . Amy and three kids are grouped around the register , reading the page Henry taped up earlier . As they read , Amy glances anxiously back at Simon . They finish reading and stand back .Amy nods ` Yes ' , then leads them towards Simon . Simon scribbles away .He looks up , sees her , panics and slides away on the seat . Amy looks down and bites her lip , contrite . She sighs .Simon looks around at them all , threatened .Simon fumbles with his pencil , ill at ease and self - conscious . Then , to get rid of them , he nods his consent .

That evening . Fay comes downstairs in only a towel and wet hair . She switches on the TV and looks for cigarettes . She finds Mary 's pills on the table and remembers to ask .Mary is lying on the couch . She drags her eyes from the TV and glances lazily at Fay , then back to the TV .She sits at the kitchen table and lifts her magazine . Henry shows up at the kitchen door with a pile of library books . His eyes brighten when he sees . Fay sitting there wearing only her towel . He knocks . She looks back over her shoulder and sees him .She turns away .He comes in and stacks the books near the sink . Fay pretends to ignore him , but rakes her fingers through her wet hair anyway , to show more shoulder . This is not lost on Henry , who tarries and leans back against the counter , salivating . Fay flips through her magazine and Henry steps closer and leans against the fridge . She casts a bored glance in his direction , then returns her attention to the TV . She senses him step aside and follows his movements without turning . Suddenly his hand appears from behind her and gently strokes her hair . She freezes , waits , wonders . He leans his face down beside her . She looks at him . He looks at her , then down to . Her bare legs crossed before her on the kitchen chair . His hand moves down and slides itself deep in between her things . Her mouth drops open . He looks back up at her . He grins . Fay jumps up and away , breathlessly clutching the towel around herself . Henry casts a glance over her body , throws his hair back out of his face and shivers with lust . Fay steps back and grabs hold of the staircase banister , making an unconvincing gesture of injured pride . Henry comes closer and she steps backwards up the stairs . He stops , loosens his tie , holding her with his gaze . She readjusts her towel , throws back her wet hair , sighs defiantly , then sashays into her room , leaving the door ajar . Henry waits there at the foot of the stairs , reaches down , grabs his crotch and repositions his hard - on . He takes a step up the stairs , then stops . He looks over to the couch and sees . Mary , lying there , sedately amazed . He pauses , then grins . Mary blinks and smiles sleepily .

Same time . Simon sits back from his writing and rubs his neck . Putting down his pencil , he looks up and sees . Warren enter the store and grab a beer from the cooler . Seeing Simon , he waves and approaches .Simon hesitates , but then nods uncertainly . Warren hands him a flyer . This year when you go to the polls , I want you to consider Congressman Owen Feer . He wants to restore America to its position of unmatched wealth , power and opportunity ; to revitalize American civilization and lead the human race to even greater levels of freedom , prosperity and security ! He 's a good man . He steps over to the register and pays for his beer . Mr Deng glares at him , distrustfully . Warren stops on his way out and snarls at the old man .He leaves . Simon looks down and studies the flyer .

Same time . Fay lies across her bed in her towel , holding a pose and glancing anxiously back at the door . Finally , losing her patience , she gets up .She opens the door and looks out into the hall . He 's not there . She steps out into the hall and listens .Nothing . She comes to the top of the stairs and hears faint activity from down below . She proceeds downstairs . She sees no one in the kitchen , then looks in the living - room and stops . She goes white , her mouth falling open in horror . Henry and Mary are screwing one another on the couch . Sloppy , impassioned , brute sex .They fall away from each other in terror and fatigue . Mary clutches wildly at her bathrobe as Henry falls over the coffee table , stumbles to his feet and pulls up his trousers . Fay is crushed . She breaks out in tears and runs upstairs . Henry catches his breath and starts after her , but stops , uncertain and confused .

Simon is asleep with his head down on the table . He wakes finally and sees . Henry sitting across from him , gripping a beer and reading the poem . He finishes , shuts the book and drinks .Simon takes this in , then looks down at his hands and proceeds carefully .Henry throws his eyes heavenward and pulls his hair . Jumping to his feet , he paces maniacally .A customer a few tables away gets nervous and leaves .Some kid named Tim , sitting at another table , turns around and asks .He drinks , then returns and sits beside Simon .He drinks , burps , then slams down the can . He glances over at Tim who is still looking on .Tim hesitates , but then obeys . He gets up and leaves . Henry returns to Simon .Simon blinks . Henry adds .Simon is deeply confused . He looks ill . He stands and takes a few steps away , staring at the floor .Simon stops and looks at him .Simon pauses , then comes closer to Henry and stops .Henry jumps up , strides around the store and speaks at the top of his voice .He walks to the door .He strides out of the store . Simon stands there , stunned and looks at Mr Deng as the old man wipes off the table with a wet rag .

The violence of the imagery reminds me of early Clash, while the lyricism of the verse recalls, for me, Walt Whitman.

Later that night . Henry is dancing wildly on the bar with two sloppy - drunk topless dancers . The place is rocking and the crowd cheers them on . Simon sits perched on a stool , gripping the bar with white knuckles and clutching a beer , looking on in terror as . Henry starts stripping .

Later that night . Simon stumbles in and heads upstairs . But he stops , seeing . Mary , sitting on the top step , smoking . She looks guilty and tense . So does Simon .She gets up and storms into her room .

Moments later . Simon comes upstairs and stops outside his bedroom door when he sees . Fay , passed out drunk on her bed . Her clothes are half off and her lipstick smeared . She still grips a bottle of tequila in her hand . Simon hesitates , but then goes in and removes her shoes . He gets her out of her jacket and rolls her into the bed . Her bare limbs have their effect on Simon and he finds himself staring at her thigh . He reaches out and almost caresses her leg where her hiked - up skirt reveals the bottom of her behind . He catches himself , snaps his hand away and covers Fay with a blanket . He flees .

Moments later . Simon is alone in the room with his bed . The pale sheets beckon . He is flushed . He blinks .

Moments later . He creeps down the stairs with an arm - load of books . Sitting at the table , he wrenches a nearby lamp into a more useful position and begins to read .

The next morning . Henry stumbles up the stoop carrying a laptop computer , its various accessories and a couple of coffees . He lets himself in and dumps the computer on the kitchen counter . Simon is asleep on the couch , still in his clothes .Henry trudges back to the kitchen , where he whips out his red pen and immediately begins to correct Simon 's poem . Simon rolls off the couch and makes his way to the table . Seeing the computer .He reaches into his pocket .Simon looks over the computer and flips through the manual .Fay is on the stairs , hungover and disgusted . Henry throws up his hands and gets up to go .Mary throws open her bedroom door .Fay stomps back upstairs . Mary slams her door shut . Simon runs out after Henry .

Moments later . Simon follows Henry out into the street and over towards World Of Donuts .But Henry stops short , seeing . Officer Buñuel enter World of Donuts .And he runs down the street in the opposite direction . Simon hangs back , but then follows .

Moments later . They scramble in and Henry is out of breath . He slumps down into a pew .Simon does , but then .He pats his pockets , looking for his smokes . Simon looks on , baffled . He comes closer .He hears something , stands and moves further into the church . Simon hesitates , but then follows . They hear someone crying . Finally , in a pew off to one side in the shadows , they find . A young priest named Father Hawkes . He 's a wreck . He looks up from his quiet sobbing and sees . Henry and Simon standing there looking on with embarrassed distaste . He lowers his head in shame . Henry moves closer and sits beside the distraught priest .The priest sighs hopelessly .Henry leans back with a sigh and reaches for his cigarettes .He offers a cigarette to the priest and he accepts .

I do n't know if there are grounds for faith. Is my vocation relevant? Does it make a difference?

The world. The way it is. Is this a way to help relieve suffering?

We are told not to judge. But to forgive. Not to look into our neighbor's eye to find the bad, but to find the good.

The best parts of himself come to the surface when he's helping someone learn. I've seen this. Let yourself be taught. Show your appreciation for his guidance. In this way, you know, perhaps. Well. There's hope for everyone. Even. Even Henry.

Let us pray. Lord, grant that peace be within reach for our friend, Mary. May the pain and confusion she endured on earth be fought through in the after life, so that she may enter the Kingdom of Heaven and live in the light of God. Amen.

Bless, O Lord, this ring, that he who gives it and she who wears it may abide in your peace and continue in your favor until their life's end.

Well, that could be better. But it is a hundred thousand dollars up front. Guaranteed money. You could use that.

Warren is stopping people on their way in and out of World of Donuts .A man , Bill , steps up .Warren stands back and loosens his tie . He looks over at Pearl age seven , who is sitting outside the store .She does n't respond . He shakes his head and approaches . He sees Fay exit the store .Fay figures it out and approaches .She lifts a flyer and reads .She studies him a moment more , lost , then shakes her head and helps the child off the car .

Hey, Fool, it's about your friend - what's his name. Your brother - in - law.

The controversial and reclusive American poet Simon Grim has been awarded the Nobel Prize in Literature. The Swedish Academy, who will confer the award late next week, praised Mr Grim for works of great and difficult striving, for the rendering of the desperate, the ugly and the mundane in a language packed with our shared human frailties.

Stir things up so as to stay in the newspapers. That's his racket.

Poet, my ass! I could puke all over a piece a loose leaf and be more profound than he is!

An hour later . Henry and Father Hawkes are drinking . Simon leans on the bar , nodding off to sleep . After a while , Father Hawkes leans back and .Simon falls off his bar stool .

Moments later . Warren straightens his tie and looks over to see . Simon stagger up . Warren shakes his head in dismay and approaches . Simon steadies himself against the wall of the building .Simon is lost .

Moments later . He staggers into World of Donuts and heads for the coffee machine , but stops when he sees Buñuel talking to Mr Deng . Buñuel looks over . Their eyes lock .

Same time .Whack ! He slaps her .Simon runs out of the store and limps away towards home as Buñuel storms out in pursuit . Simon tries to run , but Buñuel catches him easily .Simon ceases to struggle , but shakes himself free and stands looking down at his feet . Buñuel stands aside and watches him a moment , then reaches in his jacket and brings out his badge .Simon studies the badge and waits a little , before asking .Buñuel pauses , then puts away his badge and looks around the parking lot .Simon does n't corroborate this . He looks away and readjusts his sling . Buñuel scratches his head , satisfied and prepares to leave . But first .Simon shrugs . Buñuel waits a moment , then steps away and gets back in his car . Simon watches as the parole officer drives away and passes .

Look, I know you know him. People have seen you around together.

You tell Henry to call me - Officer Buñuel - pronto! Or they're gunna chuck his ass straight back into jail! Got it?

How ` bout those Alcoholics Anonymous meetings, did you go over and visit them yet?

Henry, with your background. Well, I mean, with your record, they did n't think it'd be right to have you at the neighborhood library.

Well, yeah, sure. It's a big problem. You can send dirty pictures and everything.

Later .Simon thinks of trying to explain , but then decides not to .Fay looks at the ceiling and sighs .They wait as the child goes outside . Mary listens , unseen , from her bedroom door . Fay comes over and frowns at her brother . She 's about to lecture him , but he cuts her off .Fay tries to control herself . She sighs tiredly and attempts to reason with him .Fay steps back , startled . Simon stands , but ca n't decide which way to go . He sits back down .Mary turns away from her door and sits on her bed . Fay leans over the stove , where a large pot of water is beginning to boil .Simon is frustrated and lashes out .Fay 's mouth falls open and she staggers back , hurt . Simon regrets it already and stands to leave , scared . But Fay grabs the pot off the stove and hurls it at him , splashing boiling water all over his back .Outside , Pearl turns and looks back at the house . Simon lies gasping on the floor of the kitchen . Fay falls back against the stove , terrified and drops her head into her hands .

Later . Fay is crouched on the floor , sobbing , while Simon lies in a tub of cold water . Mary comes in with a pathetic little freezer tray of ice cubes and dumps them into the tub . She steps back into the hall and throws the ice tray down the stairs . She glares back at Fay , who cries even louder as Simon stares up at the ceiling . Mary shakes her head and walks into her room , slamming the door behind her .Simon has no answers . But he reaches out and touches his sister 's hand .

Evening . Simon comes limping in , all stiff because of his scalded back . He 's not familiar with the library , so he stands looking around , trying to figure it out .

Moments later . He wanders into an aisle , overwhelmed by all the books . Coming to the far end of the aisle , he looks off to his left and sees Henry sitting on a small stool , reading , with ten or twenty open volumes scattered around him on the floor .Henry sighs and sits back down .Simon blinks and looks down at his feet , unable to respond . Deeply hurt , he simply turns to walk away . But Henry reaches out and grabs his arm . Simon stops , pauses and looks back at his friend .He lets go and turns away on his stool .Simon comes back over to him .Henry gives in slowly to the inevitable . He sighs deeply and stands , handing Simon a book .Simon looks at the cover : Paradise Lost .A young woman passes by , scanning the stacks . She and Henry have a split second of eye contact , then she turns and moves away . Henry straightens his tie and watches her go .Henry stops and turns . Simon pauses , then .Henry watches him for a moment , then swaggers closer .Simon waits for more but is disappointed . With one final cracked grin at his friend , Henry throws back his shoulders , slicks back his hair and strides off . Simon watches him go and frowns , not comforted . He flips through the pages of Paradise Lost .

Moments later . He comes out from the stacks , working his way through the first page of Paradise Lost . He nearly bumps into a girl and they stop and look at one another . He tries to hold her gaze for a moment , challenging himself , but then turns away and stalks to a table . He sits and leans over the page . After a moment , though , he lifts his face and glances at . Another girl , sitting further down the table . She looks up from her reading and returns his gaze . He smiles at her . She gets up and leaves . Simon frowns , confounded and returns to his book . He takes out his notebook and pencil , meaning to take notes , but sees instead . A third girl sitting at another table , listening to her Walkman and typing her homework into a laptop computer . He finds himself staring at her and forces himself back to his book . But he ca n't help himself and glances back over at her . With a sigh , he begins to write in his notebook .He looks back over at her . She happens to look up and their eyes meet . She smiles . Horrified , he looks down .He watches her again , thinks , then writes .He writes a few moments more , scribbling across the page , then stops and looks back over at the girl .He tears out the page and folds it in half . Then he gets up and crosses the room to where the girl is busily engaged in her work . She looks up , sees him , and removes her headset with a pleasant smile . He places his note on the table before her , then turns and walks quickly away . The girl watches him go , confused , then lifts the note and reads .By now , Simon is gone from the library . The girl finishes reading the letter and looks around in astonishment .

Evening . Henry enters and sits with Buñuel .Henry just glares at him and smokes .Buñuel looks down , disappointed .Henry sits back , offended .Henry leans back and sighs , furious and indignant .

Simon comes in , excited and preoccupied , and finds Fay working at the computer .She shoves a sheath of papers up under his nose and he backs away in disgust .Simon takes his notebooks from a cabinet above the fridge .He places the notebooks on the table and leaves the house . Fay clears the computer screen , pulls the notebooks closer and gets down to work .

Moments later . Simon arrives with a six - pack and finds Henry sitting in front of the fire , staring into the flames , brooding darkly .He drinks , then looks at Simon and adds .Henry stands and leans over the fire .He comes over and takes a beer . He strides around the room , thinking , reflecting .Stops , drinks declares .He approaches the notebooks lined up on the mantelpiece .He glances over at Simon , who sits gripping his beer , watching , rapt .He pauses and swills back some beer . He brightens up , gets excited .Drinks sloppily , burps , wipes his mouth with his arm .He smashes the bottle in the fireplace .He grabs a new beer and twists off its cap .He drinks , sighs and sits back down .Simon sits back in awe . He waits a moment and thinks . Finally he stands and approaches the ` Confession ' . He reaches out and drags his hand across the notebooks .Henry sits staring into the flames again . He pauses , then .

Next day . Simon and Father Hawkes are deep in conversation .Simon listens and carefully considers all the priest says .Father Hawkes pauses , then comes closer and sits .

Fay comes walking up through the parking lot with Simon 's notebooks and a pile of typed papers . She 's a wreck ; tear - stained face and a ball of tissues gripped in her hand like a weapon . She throws open the door to the World of Donuts and looks around . The place is crowded with teenagers hanging around like it was a café or student union . Fay sniffles tragically and falls on the counter .Gnoc gets the Kleenex while Fay overhears two kids near Simon 's poem .Fay pays for her tissues and makes her way to the back of the store where she finds Simon with Henry , who is holding forth to his friend and the small coterie of high school students surrounding them .Henry takes the typed manuscript from her and continues .Fay blows her nose and Simon is concerned .She drops her head to the table and cries . Henry and Simon look on in silence . Then Henry continues .Amy 's girlfriend , Chris , leans forward studiously and asks .Simon looks from her to Henry . Henry winks at him .Simon signs the girl 's book .Henry seems a bit put upon .Fay and Amy talk tech as .Henry sips his beer and looks at her .Henry reaches across the table and shakes Simon 's hand .

I would have said Dickinson, maybe even Eliot, and so on. But I agree with the punk roots.

The next day . Fay is frying something on the stove , a cigarette hangs from her lip . A middle - aged woman with a press ID on her lapel appears at the kitchen door and taps .Intrigued , Fay steps over to the door with her spatula . She looks Edna over , studies her ID , then steps away and screams upstairs .Fay comes back over near the door , waving her spatula .No response .Simon finally shuffles into the kitchen .Simon says nothing . He just stares at her .Simon just looks away , thinks , then wanders back upstairs . Mary passes him on his way out of the kitchen and comes up to Fay and Edna at the door .

My name is Edna Rodriguez and I write the human interest column for the Queens County Examiner and I was just wondering if I could have a word with Simon Grim?

Simon, the Parents' Association at the local high school are calling your poem pornography. The teachers are defending the students' right to exercise their critical tastes and sensibilities. The county agrees with the Church and considers the poem emblematic of modern society's moral disintegration. How do you feel about these controversial reactions to your poem?

Henry is shaving . Simon sits in the kitchen , sorting through rejection letters .Simon gives up and pushes the letters away , beaten .Henry drops his razor and stomps out into the hall .Simon holds the stare , overwhelmed .Simon looks away , thinks a moment , then looks back at Henry .He goes back into the bathroom . Simon thinks a while , then .No response .Still no response . Simon gets up and stands in the bathroom doorway . Henry is shaving .Henry puts down his razor and looks at Simon in the mirror .He sees Simon looks worried .He walks around the bathroom , gesticulating .Simon patiently absorbs all this , then walks through the kitchen and looks across at the ` Confession ' notebooks .

Simon talks with Fay as she eats her lunch .She gets up to go . She 's wearing a smart outfit .

Mary is sitting , brooding in front of the TV , which displays only static white noise . She turns it off with the remote and sits in silence for a moment . She gets off the couch and moves to the kitchen table , where Fay 's computer sits . She goes over and reaches up above the fridge , opening the cabinet containing Simon 's notebooks . She hesitates , then takes them down and holds them in her hands , as if to begin reading . But then she puts them back . She walks over to the piano and stands there , hesitating , before slowly sitting down and opening it . She lifts her hands to play , then pauses and looks around behind her , making sure no one is there . But , finally , she turns back and begins playing . She plays a sad - sounding modern classical piece with rusty accomplishment . At one time she was probably quite good . She plays for a while , gradually letting herself become moved by the music . But then she stops , pauses , and looks behind her . Simon is standing in the kitchen . He has been deeply affected by her playing .She stares him down a moment longer , then looks away and closes the piano . She returns to the couch and switches on the TV . Simon comes closer . He sits .Simon waits . Eventually .She gets up off the couch and goes upstairs . She slams her bedroom door and leaves Simon alone on the couch . He thinks . Then , he gets up and goes into the kitchen . He takes the typed manuscript of his poem from the cabinet above the refrigerator and goes to the door . He pauses , clutches the poem and goes out .

Simon waits , clutching his poem to his side , as a train pulls into the station . Excited and determined , he gets on .

Simon travels to New York City . He finds an envelope on the floor to put the poem in .

Mary wakes up and sits on the edge of the bed , feeling regretful about her tone of voice with Simon .

Moments later . Mary comes down into the kitchen and listens .No answer . She steps over to the cabinet and almost takes down Simon 's notebook . But does n't . She grabs her pills and is about to take them . But then she stops . She puts them down and goes to the cabinet . She takes down Simon 's notebooks and sits at the table , pauses , then pulls them closer and begins to read .

Moments later . Simon comes out of the elevator and enters the reception area of James Midriff and Sutton Publishing . He walks hesitantly up to the receptionist , a bright and spirited young woman named Laura .Simon steps back defensively .Laura steps back , cocks her head and removes her designer eye - wear .

I'm sorry to disturb you, gentlemen, but. Angus, there's a particularly wound - up young garbage man out here who seems to have written a poem. A long poem. And I recall how, at last month's meeting, you stressed the need for us to be on the look - out for more marginalized verse from unestablished quarters of the American scene.

Sorry to disturb you again, gentlemen, but. Angus, I'd like to call security for this one. Though, before I do, I just wanted to ask just how marginal the as yet undiscovered voice of American poetry should be?

Same time . Angus is at a big table with two other men , Steve and Barry .Laura knocks .Steve and Barry nod .And she 's gone .

The book, as we know it, Angus, will be a thing of the past within the next few years. Novels, articles, newspapers will all be downloaded on to our personal computers anyway.

No. But we've got to re - invent the publishing business for the electronic age.

So, anyway, how is the digital revolution going to help me sell books?

In every home in America the PC will be where the TV used to be.

Oh, I read about him in the paper. Hangs out in a delicatessen somewhere and writes pornography.

I do n't think people are going to prefer reading books on television, Steve.

Hello, and why do you think I should take valuable time out of my busy schedule to read.

I'm sure you would n't and I appreciate you being so straightforward.

This is really quite unbelievably bad, my friend. I mean, I'm all for experimentation and I've made a career out of a healthy disregard for convention, but. Look, this is profoundly irrelevant material. This is only my opinion. But it's an opinion I value highly. Goodnight, Laura. Call Norton Press. We're still on for tomorrow.

I've been wrong before as a publisher. But I refuse to admit I've ever been wrong as a reader. You have talent, I admit. You have an innate sense of the musicality of language. A good ear, maybe. But you do nothing significant with it. And this twisted reasoning that poses as. conviction or insight, it's. well, it's embarrassing.

Yes, well, of course, I do. But I'm not crazy, am I? Who is this person? Do I know him?

Other people's responses. I do n't live in a vacuum, you know. Two months ago I did n't have the proof of your poem's appeal. Now I do.

Consider my offer carefully. Get some professional advice. I'll call you tomorrow.

I'm offering you a very real expression of my faith in your writing. Two hundred thousand dollars and a sixty/forty split.

Look, Simon, you do n't require my admiration. You require my experience as a publisher. And that experience leads me to believe your poem will make more money than any book of poetry ever published. In history. Virtually make you a household name within two years. You'll never have to work on a garbage truck again, I assure you. Or do anything else for that matter. Whereas this ` Confession' by Henry Fool.

No! He encouraged all that was expressive in you to become manifest. He inspired you to act. He influenced your perception.

We'll all become better informed, more literate, increasingly productive, and. Well, and, like I said, we have a number of charts.

Simon looks disappointed .Simon just looks down at his shoes . Laura touches his arm and reassures him .He looks up , pauses , then .

Moments later . Angus comes out to the water cooler and glares at Simon as he gets a drink .He grabs the envelope and sees no title .Simon is stumped . He looks over at Laura , who purses her lips and tilts her head . He twists a button on his shirt , thinking , then returns to Angus .Simon looks over at Laura .

Henry paces back and forth . With the fingers of one hand pressed against his forehead and his eyes closed tight in concentration , he dictates to Amy , who is sitting at a table with her laptop computer , typing his every word .Amy types away , fascinated by Henry 's intelligence .Stops , zeroing in on his point .He smokes , drinks , paces some more . Amy waits with bated breath , devastated by his obscure profundity . He comes back and sits beside her , reaching his conclusion .She gazes at his profile , in love . Henry sits thinking and Amy watches him reverently . She leans over close and whispers in his ear . He turns and looks at her , alarmed .Henry jumps up and looks around , paranoid . He keeps his voice down and points at her .Disappointed , Amy turns away and sulks .Henry sees she 's genuinely upset and feels bad . He sits back down and lays his hand on hers .Now Henry tries to scare her away . He leers at her .She just stares at him , blinks , then looks away and tries to imagine this . She takes her laptop and leaves , confused and blushing . Henry watches her go and grins , satisfied with himself .

Angus throws on his coat and thrusts the poem at Simon as they walk down the hall .Simon looks pale as Angus strides towards the elevator .They reach the elevator and stop . Simon tries to catch his breath .Simon hesitates , almost decides against it , but then .Angus looks back at him . Simon waits . Angus looks aside , thinks , then shakes his head .Simon just looks at him blankly , confused . The doors slide open and Angus gets in the elevator . He 's gone . Simon sinks into a chair and stares at the carpet . He is so surprised and hurt he gasps for breath . His poem slips from his hand and falls to the floor .Simon does n't register this right away . But then he looks up and over at the receptionist . Laura stands and comes around her desk . She pauses , seeing his disappointment , then comes closer and picks up his poem . Handing it to him , she explains .He just stares at her , demolished .

Later . Simon dumps his poem in a trash can , pauses , then enters the subway .

Henry is leaning on the counter , flipping through pornographic magazines and smoking .Henry flips through pages and nods , impressed .Henry looks up , outraged .Henry throws his cigarette to the floor , steps on it and returns to his magazine .Henry shakes his head in dismay and studies a centerfold .

Same time . Fay comes in , hot and tired from walking around in high heels .She stands on the stairs and hears the water running in the bathroom .No answer . She discovers she 's out of cigarettes .

Henry is leaning on the counter with a six - pack of beer , pleading with Mr Deng .Warren comes in .Warren reaches for his wallet .Henry pays Mr Deng for his beer .

Moments later . Fay bangs on the door .No answer . She tries the door . It 's open . She hesitates .She goes quietly in .

Moments later . Henry steps out of the store and stops when he sees Amy standing there , pouting . He looks away and sighs . Amy picks at the fabric of her stockings and bites her lip .Henry smokes .It 's more than he can stand . He holds his head .Crushed , she breaks out in tears and flees .

Same time . Simon comes in , furious and throws open the fridge . He finds nothing to eat or drink . He slams the door , then hears the water running in the bathroom upstairs . He stops and listens . The bathroom door ; the water heard running steadily . Simon turns away then sees . The poem notebooks face down on the table . He thinks . The bathroom door ; the water heard running .

Moments later . Henry comes into his house , hot and bothered , cradling his six - pack . But he stops , listens , then steps through the kitchen towards the living - room . He stops in the entrance and sees . Fay on the floor of the living - room , reading his ` Confession ' , her mouth hung open in an astonished ` O ' . He drops his six - pack and . She spins around , caught in the act . Henry stands in the doorway , pent up , sweating and with perverse things on his mind . Fay , her hands palm down on the floor behind her , bites her lip , coquettishly . Henry looks her over like she was something good to eat . She feels his gaze all over her and twists to one side with a breathless little shudder . He steps nearer , stands over her and she looks up at him .

Same time . Henry and Fay groping and shoving one another as they stagger from room to room .

Same time . Simon crashes through the door and finds . Mary , kneeling over the edge of the tub , her wrists slit and the blood running down the drain , the shower raining down over her back . Simon looks on in horror .

Same time . Simon drags his mother from the bathroom and down the stairs .

Same time . Henry and Fay are making mad , passionate love , oblivious to the world around them .

Same time . Simon drags Mary out the kitchen door and into the yard , looking desperately for help . He reaches the street , her limp body hanging grotesquely before him , and looks helplessly up and down the block .

Simon , Henry , Mr Deng , Fay , Gnoc and Buñuel stand with Father Hawkes at the grave .He sprinkles holy water on the coffin and they all drop carnations at the grave . Simon and Fay remain there looking down at the coffin . Henry waits for them a few yards away , wishing he could help , but feeling out of place .

Simon is back working on the garbage truck . He collects garbage and throws it in the truck as Henry , who is just along for the ride , hangs from the side of the truck and pulls the lever whenever Simon tells him to .Henry shrugs and qualifies .Henry pulls the lever and the garbage gets crushed .Henry is about to pull the lever again , but sees something in amongst the garbage .Henry steps down and leans over into the garbage . Simon joins him as he lifts something that is either a ring or a stray piece of machinery .Henry puts it in his pocket , satisfied and Simon jumps on the back of the truck as it turns the corner and rolls away . Henry starts to walk off in the opposite direction , but stops when he sees Pearl age seven .

Henry comes up the street with Pearl age seven on his back . He walks into Vicky 's yard and finds Warren lifting weights in the garage .Warren rests . He sits up on the bench and takes a toke off the joint he has waiting .Henry pauses , then leads Pearl age seven towards the house . Warren lies back down and continues his lifting .

Moments later . Henry knocks on the door as he enters .No answer . He comes in and finds her sitting on the couch with a drink . She 's got a black eye .Pearl comes over and stands beside her mother .Vicky caresses Pearl 's hair , then drinks and looks over at Henry .

Moments later . Buñuel is waiting when Henry walks in and steps up to the beer cooler .Henry looks at the man , disgusted , then falls in to a seat and motions to Gnoc , who is now the waitress .He unfolds a print - out of the letter . Henry reads and Buñuel leans over , pointing out .Henry thinks this over , gulps back some espresso and nods his approval . Then .Henry is impressed .Buñuel gets up to go .He is having ideas .

Moments later . Fay , still dressed in black , is tapping away on the keys to the computer , surfing the Internet , as Henry appears at the kitchen door , gripping his tall double espresso .She turns and glares at him .Henry stops , pauses , looks away . Then .He changes the subject again , preoccupied and continues tenderly .He sighs and drinks his coffee , then looks back at her .Fay is tempted .Frowning , she reconsiders . She gets up and takes the notebooks from the cabinet above the fridge . She flips through the pages but suddenly stops and turns to the door with a nicer attitude .But he 's gone . It 's as if he has vanished into thin air . She sighs , sits back down , and begins typing the poem onto the Internet .

Moments later . Henry comes back into the store , satisfied with himself . He finishes off his coffee , tosses away the cup and takes a pornographic magazine from the rack . He leans on the counter where Mr Deng is busy working and flips through the pages .Mr Deng starts to make him one and sees him with the magazine .Mr Deng shakes his head and frowns .Mr Deng brings over the coffee . Henry is surprised to notice he is not riveted .Henry closes the magazine and puts it back . Leaning on the counter , he sips his coffee and ponders .Mr Deng just goes back to work , leaving Henry there at the counter thinking big thoughts .

Simon hangs from the garbage truck as it comes up the street and pauses in front of his house . He jumps down and the truck barrels away .

Simon taps at the door . She looks over at him and he sees she 's been crying . He comes into the room and she sits up on the edge of the bed .He comes over and sits beside her . He thinks a moment , then .And she starts crying again . Simon awkwardly touches her shoulder , then moves his hand away . Fay pulls herself together , sniffles and goes into the bathroom .

Moments later . Simon comes downstairs and finds Henry at the piano . He looks ill and is clutching a nearly empty container of espresso . He is staring sickly at ` the ring ' .Simon lifts the coffee container and smells it .Henry tries to remember . He squints .Simon puts the container down and sits at the table .Henry grabs his stomach . He presses his hand against his chest , holds his head , then stares at the ring .He looks at Simon .Henry looks at him .Henry lets this sink in . He stands and the room tilts . White with fear , he clutches at his rumbling gut .

Moments later . Fay is in the shower as . Henry bursts into the bathroom , tearing at his belt and trousers . She starts screaming and wraps herself in the shower curtain . He drops his pants and throws himself on the toilet just in time to begin shitting his brains out . Fay crouches , terrified and disgusted , in the shower .Henry sweats and moans as he empties his bowels in a violent and messy blast of noise and foul air . Fay covers her face and whimpers sickly . Finally , he 's done . He hangs with his face out over his knees , sick , exhausted and in shock . Fay wraps herself in a towel and steps out of the shower . She creeps carefully around him and flushes the toilet , growing increasingly concerned .He is destroyed , staring down at . The ` ring ' he still holds in his hand . Fay sees this , looks at Henry , then kneels and takes it from him . He does n't resist . She lifts it up and breathlessly admires it . Totally misunderstanding , moved beyond words .And she throws her arms around him as he sits there , sweating and spent , on the toilet .

A month later . Mr Deng and Buñuel drag Henry , kicking and screaming , into the church foyer . Once inside , he shakes them off and they stand back . He huffs and puffs and tosses the hair back out of his eyes . He paces back and forth like a caged animal , then stops , sees . Fay , at the altar , waiting with Simon . She is beautiful . Henry calms down , deeply affected . Fay smiles down the aisle at him . Henry throws back his shoulders , straightens his tie and strides up the aisle . Also present at the ceremony are Vicky and Warren . Gnoc is maid of honor .

Later . Henry holds Fay 's hand and repeats after Father Hawkes .The gasket everyone is now mistaking for a ring is lifted high before the altar .The gasket is placed on Fay 's finger .The doors of the church swing open with a tremendous creak and everyone turns from the altar to see . Amy enter . She steps in and stands there , alarmed , clutching a long scroll of fax paper .Simon walks down the aisle to see to Amy . The guests watch and wait . As Simon reaches her , Amy looks away from the altar and shows him the fax scroll .He studies the fax and recognizes his poem . He grows concerned .Simon looks up the aisle at . Fay and Henry . They look away , caught .Confused , Simon starts for the door , shoving the fax in his pocket . Fay steps down from the altar .Amy hurries along beside him .

Later that evening . The whole neighborhood is celebrating Fay 's wedding . The music is loud . The people are drunk . The place is a shambles . A big dance number is playing . Amidst all the festivities , though , Simon and Buñuel have the small TV propped up on top of the fridge , following the evening news .Fay leads the neighbors in the dance .Henry and Fay dance , surrounded by the dancing neighbors .Henry throws an arm around Warren , who stands looking dejected in the doorway , and raises his glass to the happiness in the room .The TV is switched off . It 's later now . People are passed out on the kitchen floor and various neighbors are sitting around the table . Fay steps back from the TV , drains a glass of beer and wipes her mouth on the sleeve of her wedding gown . She hugs Simon , who is deeply unsettled by the news of his growing infamy .

It all started right here in Queens, Jim, at World of Donuts about one year ago today, when local garbage man, Simon Grim, put pencil to paper and began to compose what many have come to regard as vicious, antisocial and pornographic poetry - 112 lines of unrhymed free meter verse which would one day serve to spark the flames of controversy across the nation and - indeed - the world.

This is outrageous! Measures must be taken. Have we debased our culture to such an extent that a garbage man with a head full of sick ideas is legitimately referred to as a poet, and where the filth he spews can be accessed by any child old enough to turn on a computer? Is this what we have come to? Not the transmission of our highest ideals, but a cynical, atheistic delirium!

Poetry of this kind, and this poem in particular, is, I think, a worthy form of desperation ; a digression on the extremes of human experience ; of solitude, of community. It is perhaps alarming, even upsetting to some - myself included - but it must be allowed to exist.

Meanwhile, in Rome today, the Pope issued a message of hope for believers in their fight against what he termed the godless and lost. He did not mention Simon Grim by name, but offered a prayer for the young whom he described as sadly in need of faith and not the illusion of conviction offered by rock music, drugs and contemporary poetry.

A huge crowd of kids are pressed up against the doors , trying to get a peek at their hero , Simon Grim . Angus comes away from the window . He stands and regards Simon , who is sitting at a table tearing a napkin to shreds .He points to the fans outside .Simon thinks this over , but says nothing . Angus comes over and lays his hand on his shoulder .Simon nods .

Moments later . Angus emerges and has to fight his way through the throng of excited adolescents . He reaches his limo and gets in . But he pauses before closing the door and considers the crowd . Simon emerges from the store and kids begin screaming and shouting for autographs . Angus shakes his head , impressed .

Evening . Henry stalks along , all fired up . Simon tries his best to keep up with him .He collapses extravagantly .Henry glances back at his friend , digesting this . He thinks it over , then .Having finally got through to him , Simon comes forward , anxious to help Henry .He paces back and forth , thrusting out his chest , for the first time in his life displaying something like pride or arrogance .Henry sits there watching Simon , impressed with this evidence of increased self - esteem . He realizes the profundity of the gesture .Simon stares off into the distance .Henry is moved . He stands and comes forward . He grabs his friend by the shoulders and turns him around .Henry steps away , considering , then looks back at Simon and extends his hand .Simon smiles . Henry smiles . They shake hands .

Simon enters , comes forward into the room and pauses , looking off at . The stack of twelve books that comprise the ` Confession ' .

Simon lifts the first volume , opens it and begins reading . He sits .

Simon strides the length of the living room , reading . He stops , frowns .

Buñuel , Hawkes and Mr Deng sleep sitting up as Henry talks to himself . Fay leans out the back door and interrupts him . He looks at her , but says nothing . She sighs and goes back inside : turning off the lights .

The next morning . Simon sits wearily reading the final page of volume twelve as the morning sun streaks into the room . Finally , he finishes and slowly closes the book . He stands and crosses the room . Leaning against the wall , he removes his glasses and rubs his aching eyes .

Simon steps out of Henry 's apartment and sees Henry asleep on the back stoop .

Simon stares into a glass of water . Fay sits ten feet away , waiting . Finally .

The ` Confession ' lies on the big desk . Angus ' hand comes down upon it .Angus pauses and figures . He changes the subject .He is at a loss for words .Simon waits a while , staring at his shoes .Simon sits and lets this sink in . Angus waits , then .Simon continues looking out at the city . Angus waits , but there is no response . Finally , Simon turns , pauses and slowly crosses the room . He sits at the table and looks down at the contract . He signs .

Fay is in labor . Henry helps her into her coat as they rush for the door .

Moments later . Henry runs into the store and stands there , panicked , looking at Hawkes , Buñuel and Mr Deng . Gnoc runs out to get Fay .

Fay is in a wheelchair being rushed down the hall . She is gripping Henry 's hand as he runs along beside her .

Fay gasps and sweats as the Doctor and Nurse prepare her . She is scared . She looks over at . Henry , looking in through the window . He looks scared too . Fay is sedated by gas . Henry is taken away by the Nurse . Fay stares up at the ceiling .

Henry is asleep on a row of waiting - room chairs , exhausted . Simon comes running up the hall and finds him . It 's late and no one is around . He sits down beside Henry and shakes him . Henry wakes .He sits up and Simon sits beside him .Simon sits back , relieved . Then he remembers the rain - soaked shopping bag he has with him . He pulls out a couple of cans of beer and hands one to Henry .They look around , seasoned conspirators and make sure the coast is clear . Then they pop open the beers and toast . They drink . Then .Simon pauses , scared , then gets up and crosses the room . He looks out of the window and gathers his strength .Henry looks at Simon blankly , then blinks and looks away .Silence . Simon comes back and sits again .Simon just stares at him blankly , then sighs and shakes his head .Simon comes over and lays his hand on Henry 's shoulder .He steps away and sits . Henry pauses , then approaches and leans down over him .Henry stands there a moment longer , then lowers himself into the nearest seat , weakened .Simon 's words catch in his throat . He turns away , frustrated .Henry just stares at him , stands , then turns on his heel and waves him off .Simon hangs his head , destroyed .Henry is scared all of a sudden . But he puts on a defiant exterior .He stands , drinks and walks over to the window .Henry take advantage of Simon 's disillusionment and puts on a big show of secure wisdom .Simon sits there a moment , numb with grief . Henry , red in the face , stares at the floor . Suddenly , Simon stands and walks out . Henry looks up and watches him go . He can hardly believe it . He almost raises his voice and apologizes , but ca n't . He lowers his head again and covers his face with his hands , listening to Simon 's footsteps receding through the halls . Simon walks on , away from us , down the hospital corridor . FADE TO BLACK

Seven years later . Fay bangs out of the kitchen door with her seven - year - old son Ned . Frazzled and overworked , she grips a loaded laundry basket to her side as she sits Ned down on the curb and points at him .The kid sits still , obviously guilty of some unspeakable mischief , as Fay storms back into the house . He looks around , bored , then brightens up when he sees . Henry , coming up the street , hanging from the back of a garbage truck .

Moments later . Henry enters with Ned on his back and the bartender , Patty , goes ballistic .She suddenly becomes all soft and cuddly .He nods and Henry stands him on a stool at the bar .He shakes his head .He hands Ned a cigarette and lights it for him . Ned takes a drag and coughs .Ned nods in agreement .And he offers the kid his whiskey .

Same time . Fay comes out of the house and looks for her son .She comes out to the street and looks around .

Fay comes up looking for Ned and sees . Pearl , age fourteen , come out of Vicky 's House . She is fourteen years old now . Warren steps out the door and grabs her by the arm . She shakes him off . He slaps her . She runs down the steps and glares back at him .Pearl turns defiantly away and walks into the street .

Same time . Henry is teaching Ned how to tip a topless dancer . A dancer stands on the bar and stretches her garter as Ned slips a dollar bill in beneath it .Some other guy down the bar is reading a newspaper .Henry looks over . The guy , Bill , shows him the article .Henry and Ned crouch and quiver - caught . Fay strides up to the bar and grabs the kid .The kid checks with Henry then looks back at Fay and nods . Fay looks at her husband , outraged .Fay slaps him across the face - hard - and the place goes quiet . Henry shakes his head clear and she pokes him in the chest with her finger .And she storms out with the kid . Henry snaps his jaw back into place , then looks at Patty and Bill and shrugs . He knocks back his drink and motions for another .

Later -LRB- evening -RRB- . Henry staggers out of the back door of the Inferno and comes across Mr Deng sitting against the wall of the store , watching the basketball game on a small TV . World of Donuts vibrates with loud music .Henry gestures to World of Donuts .Henry considers his options , then .

The place is abandoned . Henry comes in and , just as he is laying down to go to sleep on an old couch , finds Pearl age fourteen . She is hardened and disturbed , but frequently vulnerable and scared ; a troubled kid .Pearl comes towards him . He is kneeling with his face at her crotch level when she reaches him . She holds out a bottle of cheap rot - gut wine . Realizing , he takes it and drinks . He winces .Pearl laughs and falls back onto the couch , her sweater hanging off her shoulder and her skirt hiked up and displaying her underwear . Henry stands and searches for something to sit on .She pats the couch beside her . He comes over , eyeing her carefully and sits . He hands back the bottle . She drinks , winces and sits staring at the flames .Henry looks away , uncomfortable . She slides her gaze over to him , their eyes meet , and she pins him to the spot .He gets up and stands at the window . Pearl age fourteen watches him closely as she drinks , then .He looks over at her and she slides her coat off her shoulder . Henry is sweating .And he starts to leave . But Pearl sits up .Henry stops and looks back at her .Henry holds his head , tries to sober up . He looks around the room , then focuses on the girl .Pearl stares at the floor . She glances over at him , then back down at the bottle gripped in her hands . She nods . Henry pauses , then comes across the room , lowering himself tentatively to the couch .She says nothing for a moment , then .Henry lifts his hand and covers his face . He looks up at the ceiling and sighs . He returns to Pearl .Pearl reaches over and grabs his thigh . Looking up at him , with tears rolling down her face , she suggests .Henry jumps away from her and Pearl throws herself down on the couch , covering her face .

People say you were once in jail for having sex with a girl my age.

Moments later . Henry barges in and starts searching for .He runs through the house , checking the rooms . He throws open the door to the bedroom and finds . Vicky , sitting on the edge of the bed , smoking . She has a black eye and a swollen cheek .Henry looks over and sees Warren stumble drunkenly out of the bathroom . What are you doing in my house ?Vicky looks troubled . She sits back down with a sigh .Henry falls back and looks at Vicky . She looks away . Henry looks at Warren , pauses , then gives him a sharp , hard shove . Warren stands back against the wall , pauses , then erupts into viciousness . He grabs Henry and throws him violently down the hall , where he hits the wall and collapses . As Henry gets to his knees , Warren kicks him in the ribs . Henry curls up and rolls out on to the kitchen floor . Warren kicks him in the side of the head . Vicky sits back down on the bed , covering her ears . Warren beats the hell out of Henry , kicking him in the face and ribs whenever he manages to get up on his hands and knees . Henry crawls under the kitchen table for safety . Warren grabs his feet and drags him out . As he is dragged across the floor , Henry finds a screwdriver and grabs it . He rolls over on his back as . Warren lunges down at him again and .Warren is stabbed in the heart . Henry ca n't believe it . Warren ca n't believe it . He stands there in the middle of the kitchen , amazed , with the screwdriver sticking out of his chest . Henry , semi - conscious and severely beaten , falls against the back door and coughs up a few of his teeth . Vicky steps into the hall from her room and shudders . Warren sits at the table , stunned . He looks from the screwdriver to Vicky , then .He falls to the floor .

Henry staggers away , limping . He comes to the intersection at the end of the block and does n't know which way to run . Panicked , he looks round , holding his arm to his chest . He runs towards the highway .

Later . Fay is wired beyond belief . Trying to listen attentively , but still too overwhelmed to maintain her concentration .Fay is overwhelmed .Fay just looks at him blankly , overwhelmed , confused . She starts to cry quietly .Fay trembles and catches her breath trying to take this all in . A cop hands her some tissues . She takes them and tries to concentrate on what the lawyer says .

It is true your husband served seven years in prison for statutory rape.

Were you aware at all of the victim's relationship with his daughter?

The girl, the daughter, Pearl. She had been having sexual relations with her father.

Pearl claims she offered your husband sexual favors if he would kill her father.

I'm just repeating what she said, Mrs Fool. The victim's wife, Vicky, claims your husband broke into the house and forcefully entered her bedroom.

Fay, I know this is n't easy. But we need your help here. The girl claims she asked your husband to kill her father in exchange for, well, I guess the promise of sexual relations with her.

Later . Fay staggers out into the noisy corridor and rests against the wall . Looking down the hall she sees . Pearl and Vicky , sitting in a blank , brightly lit room beyond a glass door . Fay comes closer and looks in at them . They do n't see her . They stare at the floor before them , dazed and confused .

Morning . Fay is lying on her bed with her coat still on , trying to think . Ned stands by the side of the bed , watching her .He picks at the bedspread and looks at the ceiling , then .He walks around to the other side of the bed and waits a moment before .Fay sits up , pauses and studies her son .Ned is happy to hear this . He shuffles out of the room and Fay falls back on the bed .

Moments later . Ned comes into the kitchen and digs through the drawers beneath the sink . He finds an envelope . He reads the return address : Chelsea Hotel , New York City .

Ned approaches the subway station and climbs the stairs to the platform .

Moments later . Ned runs up the stairs to the elevated platform just as a train pulls into the station . He runs down a few cars and hops in as the doors slide open .

Twenty minutes later . He comes up out of the subway on to the street , looks around .

He comes into the hotel and rings an annoying buzzer which brings out the concierge , who is in his little office , watching TV .The concierge looks through his book as Ned waits .Ned pulls the envelope from his pocket , unfolds it and shows it to the concierge .The concierge studies the envelope and hands it back .Disappointed , Ned takes back the envelope and stands looking at his sneakers .Ned steps away from the front desk and moves towards the door . But then he stops and looks back at . The concierge , sitting back in his office , returning his attention to the TV set . The boy heads for the elevator . The concierge looks up and sees him .Ned checks his step and runs for the service stairs . The concierge goes after him .

Moments later . Ned runs up the stairs , the concierge in pursuit .

Moments later . Ned jumps out into the hall , narrowly escaping the clutches of the concierge , who falls to the floor . Ned runs up the hall , checking the room numbers as the concierge gets to his feet . He finds . Room 423 . He knocks . The concierge strides up the hall towards him . Ned knocks again . The concierge bears down upon him . He knocks again and . The door opens a crack , held by its safety chain . A female figure in silhouette is at the narrow gap . Ned looks from the door to the concierge approaching . The concierge arrives and reaches out for him , but the door opens wide and Ned dives in .

Same time . The concierge stands in the hallway . The door swings shut in his face . Ned kneels on the floor of the hotel room , waiting to be smacked , or something . But when nothing happens , he opens his eyes and looks back over his shoulder at . Laura , the secretary from the publishing house . She is dressed for travel and has her coat hung over her arm , a suitcase in her hand . She smiles at him , then looks from the boy to someone across the room and . Ned follows her gaze to find . Simon , standing there before him , a suitcase in his hand as well . He looks down at Ned with a calm , intrigued expression . The boy looks up at him in awe . Simon steps forward , pauses , then .He does .

A taxi pulls up . Simon and Ned climb out and Laura leans out of the window .They kiss . The taxi pulls away . Simon comes down beside Ned , takes the boy by the shoulders and whispers in his ear . The kid takes off . Simon looks over at World of Donuts and sees Gnoc waiting there at the door .

Gnoc leads Simon out through the kitchen . A band is seen doing a sound check , inside . Buñuel and Hawkes are waiting there , looking concerned . Simon gives Buñuel his passport . Buñuel nods and leaves . Hawkes and Gnoc open the cellar doors .

Moments later . Simon is lead down the stairs and stops . He looks on in horror at . Henry , lying on a makeshift bed , badly beaten up and weak . Mr Deng is wrapping his chest in bandages . Simon pauses , then comes closer . He reaches out and touches Henry 's shoulder , standing there looking down at his friend . Henry looks up at him , pauses and then gestures vaguely with his hand .Simon thinks about this and looks away .Henry thinks about that , sighs and looks away .

Fay packs up the many books of the ` Confession ' into one of the old suitcases Henry first came to town with . She slams it shut .

Ned runs along the street and stops at the police car . He points down the street with great urgency . The cops jump in their cars and take off . He then looks over at . Fay , leaving the house with Henry 's suitcase .

Same time . Buñuel backs his car into the alley behind World of Donuts . Stepping out of the car he hands Simon back the passport . Simon checks it and then looks up to see . Father Hawkes and Mr Deng helping Henry outside . Coming out into the daylight , he straightens up and manages to walk on his own . He motions Ned over and leans down to the kid with difficulty .Ned does . He has his own Zippo lighter and he proudly lights his dad 's cigarette . Henry smokes , hugs Ned , then leans back and pauses . Finally .Ned nods and Henry pats him on the shoulder . Then he stands before Fay and looks at his feet . With her arms folded across her chest and her hip cocked , she taps her foot impatiently and waits for his last line of crap .But then she looks at him and softens . He leans in and kisses her passionately on the mouth . Moments later , they all help Henry into Buñuel 's car and Simon gets in behind the wheel . The doors slam shut and Simon steers the car slowly up the alley . Henry gazes out at Fay running along beside the car with the rest of the neighborhood , some of them laughing , some of them crying .

Simon pulls up at the curb and jumps out . He helps Henry climb out and together they enter the terminal .

Moments later . Henry steps up .Henry hands them over . He glances back at . Simon , waiting . The clerk compares Henry to the picture in the passport , checks again , then .She types something more into the computer , then looks up urgently .

It's an honor to meet you, Mr Grim. Really. I mean, God. Congratulations on the Nobel Prize.

You'll have to hurry, sir. They're holding the plane for you on the runway.

Moments later . Airline representatives come rushing up with walkie - talkies to meet Henry and Simon as they run through the terminal .As they are ushered up towards the gate , Henry stops and looks off at the security guards and ground crew waiting for him , certain they can spot him as a wanted criminal .Henry is ushered through security . They take his ticket and check his passport again . They take his suitcase and place it on the conveyor belt . He passes through the metal detector . They pass the metal detector wand over him and he stands there with his hands outstretched , as . Simon waits and watches . The suitcase rolls out from the x - ray machine and as Henry grabs it , he stops and looks across the security checkpoint at . Simon , standing there . He steps forward anxiously . Henry lingers , speechless , but the airline representatives are at his side .They drag him away , but Henry looks back as . Simon stops and watches .

This way, please, this way! This way, Mr Grim! This way! Excuse me!

Moments later . The plane is waiting out on the asphalt and the airline representative runs straight for it , calling back over her shoulder to Henry .Runway technicians rush to their positions , but Henry hangs back and struggles across the tarmac , looking back over his shoulder at . Simon , behind the huge plate glass window of the terminal . He stops and waits . Simon raises his hand in farewell and . Henry raises his in reply . Then Simon , unheard behind the gigantic glass wall , silent amongst the roar of the runway , says .And Henry understands . He lowers his hand , waits just a moment , then turns and looks out at . The airplane . The airline representative is shouting at him from the foot of the stairs and waving him on with her walkie - talkie . He glances back once more at Simon . Then . Henry is running , struggling towards us , forcing himself towards the plane , getting stronger and running faster with every step he takes . CUT TO BLACK THE END

On a taxi arriving at the Delta terminal of Kennedy Airport . A man in a well - tailored gray suit gets out of the taxi . CUT TO a CLOSER SHOT of the man as he pays the cabbie . He is WILLCOX HILLYER , the middle - aged `` Buddy '' of this story and the observer through whose eyes it is seen . He has a dry , ironic , rather agreeable manner and he should seem like everyone 's idea of a successful author , a slightly graying , trim , still - youthful - looking fifty . The CAMERA follows him as he walks into the terminal carrying a small travel bag .

CUT TO a shot of Willcox Hillyer at a counter getting his ticket processed . A little smile is on his face as he talks to a pretty airline girl . This character likes girls ; his aloofness is modified , his face changes when he talks to them . The airline girl smiles back , she finds him attractive . We do n't hear what they are saying , no dialogue on track - it is obvious he is flirting with the girl in a mild way , but now a frown comes on his face and he turns his head as if slightly annoyed by something . CUT TO a POV shot of a tall , gaunt , almost totally bald man at the next ticket counter . The man is about sixty - five and looks like a half senile Great Dane . He is DAVE WILKIE , erstwhile husband of the heroine of this story . Age has not been at all kind to Dave ; his face is lined with bitterness , he is a sour , angry , lonely man and now he is making a very unpleasant scene with a ticket girl and an airline representative , waving his ticket and gesticulating angrily . He wears an expensive , ill - fitting suit and a Texas - type hat . We do n't hear his angry complaints , no dialogue is on the track . CUT BACK to a CLOSE SHOT of Willcox Hillyer as he stares with a frown at the man . It 's as if he knows the man but ca n't place him . The airline ticket girl speaks to him and he turns back to her , his face softening as he answers her , obviously saying he 'll carry his bag . He nods goodbye to the girl , turns and the CAMERA follows him as he walks some distance away and stops , looks back with another pensive frown at the tall , gaunt man at the next counter . CUT TO ANOTHER POV shot of Dave Wilkie , a longer shot than the first . The man is now arguing angrily with two airline representatives , still waving his ticket and shaking his head . We do n't hear him . Lip - readers might pick up what he is saying : `` I 'm supposed to be in first class , not tourist . What 's the matter with this friggin ' airline ? '' CUT BACK TO Willcox Hillyer , a CLOSE SHOT of his face as he rubs his chin and frowns obviously struggling to remember the man . The CAMERA holds on him as he stares at the gaunt angry Dave , racking his brain . He shakes his head , he can not place the man and yet he knows him . The CAMERA moves in closer on Willcox Hillyer 's face as he stares in pensive puzzlement at this ghost from the past and now we hear , as if from a distance , FAINT MUSIC on the track - it is `` Dixie , '' played with beautiful lazy mocking love by the great Louis Armstrong in his prime . At first we can barely hear it , then the MUSIC becomes LOUDER as Hillyer 's frown deepens and he seems almost to know the man . MAIN TITLE -LRB- SUPERIMPOSED -RRB- : `` RAMBLING ROSE '' The MUSIC remains a bit in the distance , but it can be heard . OTHER TITLES -LRB- SUPERIMPOSED -RRB- : over the following action . VARIOUS SHOTS , on Willcox Hillyer . He gives up his effort to recognize the strangely familiar Dave with a little shrug , turns and walks away with his travel bag .

We see him entering the departure lounge and boarding the plane .

A shot of him as he smiles rather nicely at a very attractive young stewardess as he walks down the aisle of the plane . He is not a crass or lewd flirt , but life comes into his face when he sees a pretty girl - he seems to have a real affection for girls : toward men he is polite but rather dry and ironic , almost aloof , but girls he likes . We see him sit in a seat , open his travel bag and take out long galley sheets . He stares for a moment rather wearily at the galleys , then sighs , puts on reading glasses and begins to make corrections as boarding passengers walk by in the aisle . Something or someone disturbs him , he looks up with a slight frown and CUT TO a POV shot of Dave Wilkie , all wonder and enthusiasm . This OVER the TITLES and we do not hear the dialogue they speak , what we heard is LOUIS ARMSTRONG , but I will put the dialogue in here so the actors can act it . We do not want to hear it , the sense of what they are saying will be obvious from the acting .ANOTHER ANGLE , on them both as Dave blocks the aisle , an idiot false - toothed grin on his face . Hillyer has a pained embarrassed smile .The men shake hands , Dave enthusiastically , Hillyer less so . We see Dave stow his suitcase and take the seat next to Hillyer .

Buddd - dee! My God, if it ai n't Buddy! Well, if this ai n't the darnest thing!

Excuse me. your voice is familiar and I'm sure I know you from somewhere.

Well, I am in the construction business, Buddy, and without braggin' I have done real good at it.

Right now I'm buildin' a giant motel unit near Alexandria, outside Washington, D.C. Not fi - nance, I'm on the construction side.

Oh, it's all right, beats Jew York. But the niggers have took it over, just like every other city we got, only worse.

But I have done real good in the construction field. What I do n't know about buildin' ai n't worth knowin'. I knocked off twenty - eight thousand smackeroos last year, how's that for an old country boy?

Imagine it, a book. And I used to know you personal way back when.

Heh heh heh heh, same old Buddy, always jokin' around. Almost as much of a joker as your Daddy.

I saw your Daddy a coupla years ago, I was up in Glenville lookin' at a motel site. I guess that's where you're headed, huh, to see him?

But our whole civilization is screwed up, Buddy. The heebies and the coconuts have took it over and ruined it.

Supposed to get two drinks in the first place. This friggin' airline ca n't do nothin' right.

That's correct - outside it, not in it. As for the job, well, the Jewboy suppliers give me a lot of grief and we use a pile of niggers to haul and tote and they ai n't worth a sorry - ass damn.

But I can build anything, Buddy. Give me the plans and I can build a goddamn staircase to the moon. It's a fact, I can build anything.

. but she never believed that. Oh, hell, no, she never believed in me.

Doubted my ability all along, the little bitch. I never remarried, Buddy, you know that, do n't you?

She's te reason - cured me of women once and for all. Oh, I got rid of her, Buddy, I did n't waste no time kickin' that bitch out. Hell, she was screwin' everybody in Savannah. I caught her in a motel with this long tall son of a bitch and boy did I beat the everlastin' piss out of him!

She did n't marry him, though, later she married another guy and went to Winston - Salem. It did n't last That girl could n't have no lastin' marriage, she left him and married another dumb sucker and went out west. Little bitch left him, too, and you know what she's married to right now?

A kike. That's right, some kind of kike horse doctor named Schapiro out in Seattle, who's got the nerve to have the same first name I got. Would n't you know it, Rose would wind up married to a goddamn kike? She was always out of her friggin' head and I'll tell you why.

Buddy, she was sick in her mind and between her legs, too. She was a nymphomaniac.

I do n't want to start no fight with you, Buddy. Why do you say I'm full of shit?

Well, I tell you, I do n't know what the world's come to these days. Things used to be better. We did n't have any money, but things were better.

Goddamn niggers and kikes burning the flag, rioting, raising hell - they ought to shoot their asses off. I tell you, Buddy, where this country made its mistake was allowing people without property to vote.

Well, got to get a plane to Savannah. Great running into you, Buddy. Give my best to your Daddy.

Ah - h, if you happen to run into Rose sometime. do me a favor, give her a message for me, will you?

Buddy, I'm a sick man. I had a heart attack last year, I was n't expected to live.

You might see her. She writes your Daddy, and she and that doctor came to see him, did n't they? I wish you'd tell her something. I never could write letters.

Oh, to hell with it, never mind. Do n't tell her anything. Do n't even tell her you saw me.

Well, that's interesting, Dave. I always liked Washington, it's a pretty town.

Well, actually, we have a little black boy named Her - t who lives in the garage. He does it for me.

That's right, Dave, I'm headed for Glenville on a whisperin' jet.

Tell me about that job in Alexandria, Dave, the big motel you're building.

Dave, you are as full of shit as a Christmas turkey and you know it. Now if you want to start a fight on this plane and get yourself in jail, go right ahead. But I am telling you, you are full of shit right up to your eyeballs.

Dave Schapiro is no horse doctor and Rose has been a good wife to him for a long time. To call her a nymphomaniac is the most stupid thing I ever heard in my life.

Yeah, it took her a while to grow up and find Mr. Right, but she did it. She found him.

Good God, the way you live here. This place has n't been dusted since Mother died. Look at that goddamned refrigerator.

Of course I recall Rose. In fact I've been thinking of no one else for the last hour and a half.

Dave Wilkie of all people was sitting by me on the plane - her first husband. It's funny you would mention Rose. Did you hear from her?

What's all this about Rose? What do you mean, you heard from her in a manner of speaking?

You're damn right it incensed me, the miserable bastard. He also said the kikes and the niggers have taken over Washington. D.C.

You know, I do n't know this town any more. All this traffic, new buildings, prosperity.

Where have the years gone, Daddy? Where is the little town I knew as a boy?

It always gives me a funny feeling to come home. Dear old Southland. Gone. It's all gone, Daddy -.

It's funny you would mention Rose, I was thinking about her all the way up in the car.

All right, Daddy. We have our drink, we're out on the patio, you have prepared me for it. Rose's cancer has come back, has n't it?

Well, you have knocked me for a hell of a loop, old man. A hell of a loop.

I ca n't believe it, Daddy. I know it must be true, but I ca n't believe it.

CUT TO a shot of a big Delta jet making its final taxiing turn and ROARING into a take - off .

CUT TO a dramatic underbelly shot of the jet going up . END OF TITLES .

A shot of the attractive , young stewardess , harried as she fixes drinks .

CUT TO Dave and Willcox Hillyer as the young stewardess gives them drinks . Dave bestows a sour glance on her when he sees the single drink , but at the moment he is in the midst of an aggressively self - satisfied conversation and says nothing to her . He speaks to Hillyer , who is making a real effort to be polite but is less than happy about the encounter .Hillyer gives a barely perceptible wince at this speech , but Dave does n't notice , he goes on with aggressive self satisfaction after a swallow of whiskey .Dave pauses , realizes this might not impress ; glances down with curiosity at the galley sheets , then an unpleasant smile .Willcox Hillyer listens with a pained half smile , a hand at his temple .Willcox Hillyer half closes his eyes in weariness , but says nothing . Gently , he rubs his temple . It is plain Dave Wilkie gives him a headache .

ANOTHER ANGLE , on the pretty young stewardess as she brings two more drinks . Dave stares sourly at her , wholly unmoved by her charm .Willcox smiles apologetically at girl .The stewardess purses her lips at Dave , who is bowed over his drink busy opening it . Hillyer lifts an eyebrow at the girl as if to say , `` Do n't blame me because of this damned idiot , '' and she half smiles at him .This is another pointed bitter reference to the unknown `` she . '' Once again , Willcox Hillyer is deliberately unresponsive .Dave Wilkie 's eyes narrow with vindictive anger as he says it and one can well believe the streak of raw violence in the man . It is frightening even now ; he is a clown , but he is a dangerous clown . As his long , bitter , impassioned tirade continues , Willcox Hillyer becomes increasingly tense and pale - it is obvious he detests what the man is saying and he is struggling to control himself . Dave 's tone and voice are laconically Southern , but the hatred and misery in his eyes are raw .Willcox picks up galley sheets , half turns away .During this speech , Willcox Hillyer grits his teeth but says nothing . He keeps his eyes down on the galley sheets . As Dave shakes his head in sorrow at the state of the nation .

A shot of Willcox Hillyer at a Hertz Counter in the Atlanta airport . A tense , wrought up Dave Wilkie is in the b.g. of the shot . During the following brief exchange , Hillyer is politely cool , Wilkie under a great strain .Hillyer takes rental car papers from a pretty young HERTZ GIRL , gives the girl a little smile , picks up his travel bag . In desperation , Dave takes his arm .Hillyer turns to Dave , puzzled and interested ; Dave earnestly explains .Willcox Hillyer and the pretty young Hertz Girl stare after Dave Wilkie as he walks away with spasm - like steps . Hillyer seems affected , less hostile toward Dave now . He speaks half to himself , half to the Hertz Girl .Willcox nods thanks and walks away carrying his travel bag .

A shot of the red Ford on Interstate 75 , Atlanta skyline in b.g.

On the red Ford as it speeds along a Georgia Interstate through red clay hills in green springtime .

CUT TO a shot on Willcox Hillyer CLOSE ON his face in the car . He is lost in reflection . A look of bitter sweet emotion is on his face , an expression of sadness mixed with amusement . As the CAMERA holds on his face , we hear again on the track Louis Armstrong 's great version of `` DIXIE , '' or music of comparable power , beauty and nostalgic evocation . Now the music is stronger , much stronger than behind the titles , we are beginning to hear it full force .

A shot of a thirteen - year - old boy on the front porch of a house in the sleepy Depression South of many years ago . He is BUDDY , Willcox Hillyer as a boy . The MUSIC continues as he shades his eyes to look at something far away .

CUT TO a LONG POV shot of a young and very pretty blonde girl walking slowly up an oak - shaded driveway . A ZOOMAR LENSE takes us TOWARD her . She is carrying a cardboard suitcase tied with a string . Her clothes are cheap , her shoes are dusty , runs are in her stockings . She is sweaty , tired and seems very nervous . ROSE is a very attractive girl , but her primary quality is not sexiness , but an innocence and sweetness . She pauses to wipe sweat from her forehead with the back of her hand and nervously moistens her lips as she stares ahead uncertainly at the `` nice '' Southern home which to her seems very grand . It is apparent she is badly frightened and apprehensive about what lies ahead . She is also exhausted from the heat and a long hot walk in the Southern sun . She blinks at perspiration , swallows in anxiety again and forces herself to walk on .

CUT TO a shot of Buddy on the porch . Expressionless , unreadable , neither friendly nor hostile , he stares with an even gaze directly into the CAMERA . He has his hands on his hips in a distinctive way that we will later see is a mannerism of his father 's . Buddy tries to imitate the style of his father , not always with complete success . Unreadable as a Sphinx , he stands there , waiting .

CUT TO a POV shot of Rose at the foot of the porch steps . A tentative little smile is on her face . It is very plain she is nervous and frightened .Silence . The damn boy says nothing . A trifle crestfallen , Rose moistens his lips and swallows . She ventures another little smile and the CAMERA follows her as she walks up the steps . The at - times - insufferable Buddy comes into the shot . He still has his hands on his hips Daddy - style and his expression is inscrutable , neither friendly nor hostile .Finally , the boy speaks - and he is not so bad . He 's a child after all .A warm and beautiful smile comes on Rose 's face and a little twinkle comes into her eyes . The innocence and sweetness are not lost , that is never lost , but this is a girl who likes boys and men .

Hello. I'm Rose, and I've come to live with you and your family.

Buddy. Well, now, that's a nice name, I like it. I am real pleased to meet you.

Hey, look, do you think you got a cold drink of ice water somewhere?

I do n't answer talk like that, Buddy. I just do n't hear it, I turn my back and look away.

Your Daddy is a wonderful man, I'll say that. He's the best and most kind - hearted man in the world.

I do n't hear you. I just turn my back on that kind of talk and look away.

Buddy, you are in one of your evil moods, I do n't want to talk to you. I'm going out and sweep the patio.

It must be wonderful to be so smart. I do n't see how you do it, reading all those books, learning all that stuff.

I like to work. I do n't mind work. It's the least I can do after all you and Mr. Hillyer have done for me.

Oh, oh! Oh, Mr. Hillyer, I love you, I love you so much! I've tried, but I ca n't help it! Please kiss me - will you kiss me?

No, no! You do n't understand, I love you! It's real love and I ca n't help it! Please kiss me, Mr. Hillyer, I love you, I love you so much.

Oh - h, I'm sorry. I'm sorry, Mr. Hillyer. I just. could n't help myself. I'm sorry.

I just feel awful. Do you mind if I get in bed with you for a little while?

I thought I'd go crazy back there in that room all by myself with nobody to talk to. As a child, I never had no room all to myself, we were awful poor. Buddy. I have got a confession to make.

It's so terrible I ca n't tell you. Oh, Buddy, you do n't know how it hurts to have a broken heart, what a terrible feeling it is, and I've had a broken heart so many times. Men, I do n't understand them, I ca n't figure them out and they break my heart, that's all. I ca n't find Mr. Right, Buddy, I ca n't find him no matter how hard I look, all I find is a whole pile of Mr. Wrongs. But this is the worst ever because it was n't his fault. It was my fault, oh yes, my fault, I was bad - oh God, I was bad, you would n't believe how bad I was.

Buddy, I was horrible. I ca n't tell you who it was, but do you know what I did? I sat on his lap and got ahold of him and wiggled and wiggled my ass on him and was worse'n you could know, a child like you. Why, I let one of my tits fall out deliberate on purpose and practically smack him in the face with it and I let my dern skirt come up so he could see my drawers.

But to get back serious to what I was sayin', it is not only, Buddy, the loss of him but my own bad behavior what bothers me so.

Why, it has just made me ill, Buddy. I'm sick. I do n't want to eat nothin', I do n't, and me I got a good appetite, that ai n't nat ` ral for me. I'm ill.

Promise not to tell Doll? - or nobody? Buddy, it's your Daddy! I'm so much in love with him I am out of my mind!

I fell madly in love with him when he called me Rosebud. You know that first day when I come and he said I looked graceful like a capital letter S and called me Rosebud? I fell madly in love with that man right then.

But it's a lost love, Buddy. He's a good man and wo n't have nothin' to do with me.

Buddy, quit that, you're just a child, you're not supposed to be interested in such things.

You know, that Daddy of yours is the funniest man, the things he says, you never know what's going to come out of his mouth next.

No, you ca n't. And I'll tell you this - he scares me. As kind as he is, he scares me. You ca n't fool around with him, not with that man. And, boy, I sure better not try nothin' like that with him again, he'll fire me.

Buddy, what's come over you? A child like you, askin' such things.

You're just a child and would n't understand it, but that type of thing can stir a girl up. Now lie back and we'll talk.

You know, Buddy, sometimes I ca n't figure you out at all. You can be very nice, but like your mother said there's an evil streak in you.

There ai n't none in your Daddy. You know, what happened has just made me love him all the more. I not only love him, I respect him, I admire him.

Most men would n't do what he done. If they can get a girl they go right ahead and get her - I guess to hell they do, just like a dern rabbit. ` Course later they'll tell her she's no good when they done the same thing their selves. They're a bunch of monkeys. I like'em, but they're a bunch of monkeys.

Why, Buddy, shut your mouth! What an awful thing to say, and where did you get any such idea as that, anyhow?

No! You ought to be ashamed of yourself astin' such a nasty things a child your age!

Of course you ca n't! I'm. I'm shocked at you, Buddy, real shocked! Now you be quiet or I'm going back to my own bed!

Oh, God, what have I done? I have robbed a cradle and fallen into hell!

I must be crazy, a child like you. Oh, God, oh, Lord. This is awful, this is terrible, I got ta get outta here!

I hate to turn on this light, you Daddy's awake downstairs, but I have to take the chance.

Buddy, I have to ask you, as bad as I've been please have pity on me and do n't ruin me by telling them what I did. I know it was bad, it was bad and dumb. But mostly it was dumb, I did n't mean you no harm, I'd never want to hurt a hair on your head and that's the truth. I love you. But they'd think I did, they'd think I was awful, they'd despise me and hate me.

You do n't understand. They'd blame me, not you. And they'd think I was awful, a disgustin' girl, which I am, but Buddy, please do n't tell them. Please do n't. Ill have to go and I love it here, I love your whole fam ` ly, your Daddy, your Mother.

Buddy, I know I'm no good, I'm a bad girl but I ca n't help it, please have pity on me and do n't tell! Please do n't, please.

Oh, Buddy, you do love me! I knew you did, knew it all the time.

Well, Ill tell you this. I have learned a lesson tonight. I was n't gon na run around, but when I start botherin' your Daddy and worse robbin' a cradle, I got ta face the facts of life.

Buddy, Mr. Right is out there somewhere and I'm gon na find him!

I have a knack for designing clothes. But I had to buy the shoes and the pocketbook.

Why, sure, always got time to get you a half - a - cup, and one of these days I'm gon na get you a whole cup and see what happens.

My rose. It's kind of like a motto. People will say, there comes Rose with her rose.

Well, he might be that man who followed me home from the store the other day. But I do n't know who he is, Buddy, I really do n't.

I swear to God I do n't know who in the world he is. Really, I do n't, I do n't know no boy like that, I do n't.

Yes, Mr. Hillyer, it was. I. I heard strange voices in the night.

Oh. oh. oh! I think. maybe. one of'em. was Foster. but I do n't hardly know him!

Ohh - hh, a little. Oh - h, I ai n't never been to no dentist before. He's gon na kill me, I just know it.

Wonderful. Except I can touch the place back there with my tongue, I would n't even know I had that tooth pulled.

Boy, for four or five days there I did n't think I'd live. But I'm my old self again!

Well, I do n't know what happened. They were arguin' about baseball, then all of'em started fightin'. As for that policeman, I did n't bite him, I do n't think I bit him.

I did n't mean to bite him. He was hitting Horton with a blackjack in the meanest way and. and I bit him accidental.

Buddy! Dolly! They're takin' me to the hospital! Do n't let'em, do n't let'em!

Oh, he's so kind, so gentle inside, and so unhappy with that rich wife who does n't understand him, her being a Southerner and everything, and what a bedside manner he has got - so gentle and kind beneath the professor way he acts!

You do n't know the bedside manner that man has got. Why, it does me good just to see him sit there all solemn and go pokin' in his bag like he's gon na cure me, which he did of course. And even more important he loves me, like a patient I mean, the other day he got tears in his eyes just listenin' to my heart beat.

Yeah, he tried to hide it but I saw'em, and a little bit he says to me, `` You know, you are beautiful.'' Now was n't that a nice thing for a doctor to say to a patient, was n't it? What could cheer a girl up more?

He's got doubts about hisself and that's the saddest thing of all. Would you believe that poor man thinks nobody likes him?

Well, I like him. I used to be afraid of doctors but not any more. Why, he could operate on me any old time and I would n't even be scared.

I ai n't neither. Listen here, Buddy, besides all his vast medical knowledge, he has the most kindest heart beneath the professor way he acts - he wants justice in the world and he's got some real interestin' ideas.

Justice, that's what he wants, justice for everybody and especially for niggers. And I think that's real nice of him because black people do n't have a very good life, you got to admit that, to be a nigger is sometimes practic ` ly fatal, but the wife do n't understand all of that, she thinks niggers are just so much dirt, which anybody ought to know better if they been on their ass their ownselves - and that is the cause of his profound unhappiness, Buddy, that no - good - mean wife with all her Southern prejudice against niggers and everything!

There never was nobody like you. And you do n't need to worry, I ai n't goin' out no more.

I do n't want to. When I was lyin' there in that hospital bed at death's door I says to myself, I ai n't goin' out no more. If I ever get outta this, I'll just stay home.

Besides, there ai n't no Mr. Right out there. Or if there is I ca n't find him, all I find is a pile of Mr. Wrongs. I ai n't goin' out no more.

Well, Mr. Hillyer, Billy's very poor, he do n't have no money and there was n't no place else to go.

Under the mattress. I hid'em so you would n't be mad. He wants to marry me, he loves me. I ca n't marry him, he's too young and has n't got no job, but he loves me. now you would n't hurt him, would you?

Mr. Hillyer, I know it was bad and I had n't ought to of done it. But I'm only a human girl and I. I ai n't always perfect. I promise I wo n't let him in the house no more, I promise. Wo n't you and Mrs. Hillyer forgive me?

I'm not hungry. I ca n't eat nothin', I have n't been able to eat since I got fired. I think maybe I'm sick.

Well, I'll do the dishes, then I'm goin' to lie down a minute and rest. My stomach hurts.

I'm not cryin' because of me, I'm cryin' because of somebody else.

Well, I was born on a farm myself. and I hate to think of the baby being born on one.

Well, I. I. I do n't know. maybe it was. but no, you ca n't be sure about a thing like that. It was n't Billy, I did n't know him.

Oh - h, Mrs. Hillyer, I. I ca n't think. I. I'm not really sure.

Oh, I know. But I did n't, really. Honestly, I did n't. There was only one, but he's out of town and leave no forwardin' address.

I have n't had my period for three months and my stomach is getting big.

Oh, Buddy, they're gon na cut me all up! They're gon na cut my stummick all open, I'll die!

Perfect, wonderful, good as I ever felt! Except for a big old scar on my stummick, I would n't even know I been in the hospital.

Makin' homes for purple martins, huh? We had'em on the farm. They're the prettiest things. That's what I wish I was, a bird. Just fly around catch bugs and have a lot of fun.

I guess I'll work as a waitress, Buddy. I done that before and it got me in worse trouble than you could know, but I ca n't stay here no more. Why did you get rid of your rabbits, Buddy?

Did you know when I was a child we had pretty near five hundred rabbits?

Yep, we had'em in orange crates all over. It was Daddy's dream. He was goin' to get rich raisin' rabbits. It was what killed Daddy. He did n't drown hisself till a long time later after Momma and Lunette died of typhoid, but it was them rabbits what killed him.

He thought he could sell'em, but nobody but country folks eat rabbits, Buddy, and they ai n't got no money. We had to eat them dern rabbits our own selves. Every dern one, and it took about four years to eat'em all up.

Boy did I get sick of rabbit. But later on after Momma died and Daddy was n't doin' nothin' but drinkin', I sure would of been glad for a little rabbit stew. You know, I ought n't to of told you about what Daddy done when I was a child. Until them rabbits ruined him, he was a real good man, Buddy.

A saint just like your own mother. She's up in heaven right now, her and Lunette, there ai n't no doubt about it.

Buddy, sex do n't mean a thing to me. It ai n't nothin' but a mosquito bite.

I'll tell you a secret. Girls do n't want sex, Buddy, girls want love.

I have met Mr. Right! I been with him all day and he loves me, I know he does, he loves me and he's going to marry met Be's practi ` cly ast me already!

And who do you suppose he is? That policeman who arrested me, the one I bit! He is Mr. Right!

And now Waski, are you and Buddy and Dolly ready for some ice cream, huh? Do you like picnics or do n't you?

Well, all I know is there's ice cream. And I'm gon na have me a plate right now!

She talks a great deal and smiles a lot. She's very pretty, she has a real good figure. She's very girlish or womanish, if you know what I mean. She would n't hurt anybody, this girl. She could n't.

You mean confirmed, Mother. I did n't confirm it before. I would have had to confirm it previously, in order for it to be reconfirmed.

In the kitchen drinking all the ice water in Glenville. She walked out here, she did n't go by the hotel.

Was that what they tried to do? Was that why Daddy gave you the job, to save you from those scoundrels?

Hey, Rose, did you hear about that terrible thing down in Cave Springs?

He really did, he ate his little niece. He made pork chops out of her.

Well, it's only the truth. There are horrible things in the world, Rose.

Rose is almost as sentimental as Mother. If there's one thing I ca n't stand it's sentimentality. In Chattanooga this man committed an almost perfect murder. He killed his wife with a black widow spider.

Wonderful? He kissed her and played with her titty, and I do n't see anything so great about that. He was probably afraid Mother would come back early and catch him.

First I could n't feel it, but now I feel it easily, it's like a little acorn.

It was softer'n I thought, that was my main impression. You know, if you hit a girl there it would hurt her a lot.

Rose, since you're here in bed with me and everything and I've already touched your titty.

Please, Rose. I'm curious, that's all, I have a natural curiosity, it's only human. You're my friend, are n't you? Do n't you like me?

I'm thirteen. And I have a natural curiosity. It's only nature, Rose, that's all. Now what's wrong with nature, huh?

Rose, beyond a doubt this is the most fascinating experience of my life.

Wait till you hear what happened! Now you wont believe this, Doll, but Rose came in my room and got in my bed last night.

and she sweated and snorted like a horse and had a horrible fit, her eyebrows were all scrunched up and she groaned like she was eying and foamed at the mouth!

Well, I do n't know what you're worried about. It was my idea, I was the one who thought of it, not you.

Rose, they could stick splinters under my fingernails, and I will never say a word! I will never tell them, because. I love you!

Mother, I have to tell the truth. I was n't reading Huckleberry Finn, I was reading one of those Little Dirty Comic Books.

Yes, I did, mother. Your hearing aid is n't working right. I said ahhh - dam stuff.

She's getting herself up to go out. I think she's coming down the hall now.

It is n't that she has n't got any sense, Doll. Her basic intelligence is probably above average, maybe quite a bit above average.

Dumbness does n't concern her, Doll. And neither does smartness. You see -

Rose, if you do n't keep your boyfriends away from the house, Daddy is going to fire you.

They've been in there the longest kind of time. I ca n't stand it, I got ta find out what's going on.

Mother is struggling desperately. In fact she's fighting like a tiger. But I do n't know, it's close, it's mighty close.

I do n't know. But you better watch him like a hawk, if he comes back again.

Sense does n't mean anything to Rose. But I think we're on safe ground now. Daddy chained up the ladder, whoever it is ca n't get in the house.

Rose says she's goin' to have a baby and she sure looks it, but I do n't think so.

That's the least of her troubles. Rose had a rare tropic disease and the little tubes in her that babies swim down are all stopped up, she told me all about it.

I got ta find out what they're saying. You lie back and rest, Rose, and I'll give you a report on it.

Well, that doctor said you got protein somewhere and I guess he was right.

CUT TO a shot of Buddy 's mother , Mrs. Hillyer , in a Morris chair in her bedroom study . MOTHER is a sensitive , kind and rather appealing if slightly eccentric lady of about 37 or 38 . She wears glasses , has a Victorian hairdo and a 1930ish style dress . At the moment Mother is absorbed in her studies - notebooks and history books are littered and piled everywhere around her chair . She is drinking a Coca - Cola and smoking a cigarette held by a bobbie pin . Calmly , she glances up as Buddy enters the room . The CAMERA pulls back to include him .Mother accepts her son 's precocious pronouncement as perfectly normal ; talks to him as if he 's an adult .

Wonderful. What's she like, Brother? What is your impression of her?

Your impression is very reassuring, Brother. Of course she's had troubles, poor thing, but I sensed that was that the girl was like and I'm glad to have it reconfirmed.

All right, all right. Doll and Waski are upstairs taking their nap, you go get them and bring them down to the living room. Where is the girl?

Walked, in all that heat? It's a wonder she has n't got sunstroke. I'll phone Daddy and you go get Doll Baby and Waski.

Rose, this is Waski. His real name is Warren but we call him Waski. He does n't like it much and I suppose someday we'll have to stop calling him that.

When he was baby we called him `` Wa Wa,'' a baby name, you know. You will find him a very good boy. His brother can be bad and so can his sister, but Waski is a very good boy. And as you can see he's beautiful.

There are plenty of girls who would give thousands of dollars to have your auburn hair. Beauty is beauty and that's all there is to it. Beauty is there and we have to recognize it. Now Rose, the little girl sitting across from you with the blue eyes is Doll Baby. She looks like an angel and she is an angel, but she can be a naughty angel sometimes, although her father wo n't believe it. Her real name is Frances, but we call her Dolly or Doll.

Daddy would n't hear that. Now the redhaired boy you see sitting there, of course you have met him, he is my oldest son and my most brilliant child. All children have great creative powers, but I do n't want to rattle on about my children, they say I brag too much about them, especially about Brother. Am I boring you, Rose?

Well, it's rather interesting about Brother, actually. I realized the remarkable thing he had when he was six weeks old. He looked at me and understood me, he knew exactly who I was. I know it sounds crazy but it's true. He's very remarkable, he was born for the ministry and could move millions, but he does n't know that yet. I have to warn you about him, he can be very dangerous, there is an evil streak in him, a streak of pure sheer meanness. But at heart Brother is saintly and that is why he was born for the ministry even if he does n't know it.

It is n't the fourth dimension. To you it's the fourth dimension, maybe, to me it's simply the truth.

Rose, you work too hard. Why do n't you go sit down somewhere and drink a Co - Cola?

Slow, hon. But at least I can concentrate now that Rose is here.

Honey, she's perfect. She works all the time and she's wonderful with the children. And they love her, even Brother likes her though he wo n't admit it. I think she's just perfect.

And she's such a good - hearted thing, there is n't an ounce of harm or malice in her.

There are no flies on Rose, I do n't know what you're talking about.

Hope for the best? I do n't understand all this skepticism. I thought you liked Rose.

Hotcha character. If I had to live with your cynicism, I would n't want to live at all. What you ca n't understand is that the creative forces of the universe are positive, not negative.

- you are in the fourth dimension, when you allow skepticism and doubt to take control. As Blake said, if God had doubt the sun would go out.

Rose does have a gift for cooking. She learns so fast, but mainly I think it's that she tries so hard.

Rose, you're in an awful dither tonight. What's the matter with you, honey, are you sick or something?

You look sick if you ask me. I hate to leave you with the dishes and all, but I'm supposed to go to a meeting of the Garden Club this evening.

I think about what I'm doing all the time, and I've got as much business behind the wheel of an automobile as anybody. Besides, I want you to stay and help Rose with the dishes, the poor girl is n't feeling well.

Brother, when I have to wake you up at eleven o'clock in the morning you're either sick or you were up very late last night.

And you were n't reading Huckleberry Finn. I looked and its not in your room. Now what were you doing?

Oh, Brother, I am so disappointed in you. You must n't look at those horrible things, they degrade the human image.

Sex is n't ugly, sex is one of the most beautiful things in life, the creative power of the universe is behind it.

I do n't think you are sufficiently in awe of it. Get the castor oil.

This is n't punishment, I do n't believe in punishment. It's for your health. Obviously you're sick if you can act like that.

This is for your own good. When you look at negative, destructive things like those little filthy comic books, you are sick. Here, take this.

The vibrations in this house are strange today. Where's Rose, anyhow?

Why, they wo n't either. She looks pretty. And I wish you would n't pick on the poor girl all the time. Do n't listen to him, Rose, you look pretty, even beautiful.

You must n't be a tattletale, dear. You must n't be Delilah - ish and Jezebel - ish toward your brother, dear.

I do wish you'd speak to Brother. It's true he's been looking at those horrible little books again.

I'm serious. We forget he's just a child. I wish you'd speak to him.

Well, it is a little tight. But it is n't as bad as all that. No one will notice unless they have such thoughts in the first place.

Rose, you and Brother wait in the car. I want to speak for a moment Lo Mr. Hillyer.

I wish you would n't pick on Rose and tease her like that. Of course her clothes are silly, but she's ignorant, naive, she does n't know any better.

Well, I admit that outfit is n't very modest. But she does n't mean any harm, she just wants to attract, attention.

I do n't think you understand her. It is n't sex she wants, it's love she wants and this is the only way she knows how to get it.

He and his wife both said she had a fine moral character and was wonderful with children.

Have a little patience with her. She's such a good - hearted little thing and tries so hard.

Hello, honey? That scruffy - looking man is out in the yard again.

She is n't here. And I'm sorry, but Mr. Hillyer does n't want her to have callers during working hours.

I said she is n't here. NOW you go home. Be a nice boy and go home.

That sulky boy was here again this afternoon. I was almost scared, he would n't go away.

Well, it is n't Rose's fault boys and men like her. You cant blame her for that, hon.

I do n't think we ought to discuss this in front of the children.

I will not sit here and listen to you be brutal to this poor girl.

You certainly are! She has an awful toothache, look at her jaw, it's all swollen.

Yes! Yes, I say that to you, they were boys! Boy friends of Rose, chat's what they were, and why should n't she have boy friends? Do you want her to be unnatural? Do n't you think she's human the same way you are yourself? It's the South, that's what it is, the South with its horrible traditions, of slavery and crime and the oppression of women, who are just as good as men and just as human!

And when I try to talk to you seriously, when I try to explain to you the unlimited creative power of life, how beautiful it would be if we gave up this hopeless struggle and simply loved each other from our hearts, what do you do - you mock me!

Just a moment! You are not going to fire this girl for an innocent thing like having boy friends, not while there is breath in my body!

Well, that's very reasonable. Howe I hate to bring it up, but she's got an awful toothache, we've got to carry her to the dentist.

Rose, sit down in that chair and be quiet! We're trying to help you, you silly creature, sit in that chair!

She was raised on a poor dirt farm. I'm sure she's never seen a dentist or hardly even a doctor.

That would scare her to death. She's terrified of hospitals. To her, a hospital is where you go to die.

Well, she does seem to cause a lot of trouble, I admit. But she does n't mean any harm and it'll break the children's hearts, they all love her.

But morals come from the heart, not from rigid rules and empty laws. And in her heart Rose has never hurt anyone and she never would. Therefore, she's not immoral. Not really.

But what I said is the simple truth. And now I see something else, I see more deeply into it.

How could Rose really be a bad influence on Dolly? She has a loving nature, you ought to want someone like that around your children. Why do you think those boys and men like her?

If you mean sex, you could n't be more wrong. Rose likes those boys and men, she has love in her heart, and that is what they want. It's the most rare and beautiful thing in life and that is why they follow her.

What she does n't understand is that her behavior is disturbing to other people. She's young, she's got to learn to restrain the life force that's in her. Its creative, but in her case it's too creative.

Rose, you're very sick. You're burning up. Rose, can you hear me? Rose?

Deathly afraid of it. Her people were poor tenant farmers and she does n't know anything about doctors or medicine or hospitals.

Well, her people were very poor. She says she was often hungry as a child, and I'm sure the food she ate was pretty awful, not a balanced diet at all.

It is kind of amazing. The dentist says she has perfect teeth, there is n't a cavity in her mouth.

You do n't like him because he's a Yankee. He's a brilliant doctor.

Oh, good evening, Doctor. Rose is a lot better, I just gave her her supper. She's almost all well now.

Honey, Dr. Martinson is n't a rascal, he's one of the finest physicians in Glenville. He studied at Johns Hopkins University.

Sometimes the negativism and cynicism in you makes me want to vomit.

Your real trouble is that you're anti - intellectual. The irony is women are supposed to be emotional, but I never saw anybody who depended more on emotion and prejudice than you do.

Now I have a plan about Rose, an educational plan. She's getting better and we do n't want any more trouble -.

First, those clothes she wears. They're too provocative. I've talked to her a lot about it and I think she understands.

Well, there's no reason you should n't go out, Rose. in moderation.

She's like a different person. Being so sick made a big impression on her. I really think she's learned a lesson.

She ca n't get a job, it's a depression. And we ca n't just throw her out on the street.

Rose, you do n't look well and you have n't eaten a bit of breakfast.

She's just nervous and worried. And you would be, too, if you had no job and no place to go.

Honey, Rose was born on a farm and has terrible memories of farm life. Now I do n't think -

I do n't know how you can call it ideal - do n't you know what the word `` farm'' means to her?

It sounds like a farm to me. Calling it a dairy establishment, that's just trickery and flummery.

Poor thing, do n't cry, Rose. I know you feel awful, but do n't cry, honey, nobody's perfect. Who's the father, dear?

I know it's embarrassing. but who were you exposed to, dear? ROSE Well, now, Mrs. Hillyer, I. ah - h, that's kinda hard to say.

That's why I'm asking her who the father is. It's the most vital question of all. Who's the father, dear?

But she must know. unless. unless. Rose, was there more than one person?

No, you should n't have, it was needlessly cruel. She thinks she has cancer and is going to die.

What are you talking about? I do n't understand all this mumbo jumbo and the funny looks on your faces.

Are you human beings or are you some kind of male monsters? Is there no limit to which you wo n't go to keep your illusions about yourselves?

You'd go so far as to mutilate a helpless girl who has no means to defend herself, you'd go that far? Do n't you think I know what you've just said and do n't you think I understand the dreadful and revolting crime you've just conspired to commit?

I thought I knew you. I thought I knew you better, I thought in your heart you were a good and kind man. Well, I ca n't believe what I've just heard in this room. A defenseless girl depending on you for protection, and you propose to mutilate and destroy her. How could you listen even for a moment to that sadistic man?

I ca n't believe you really meant it, if I did I'd want to die. You are n't a male monster, that man is but you are n't. Look me in the eye and tell me, do you really want to take Rose's womanhood away from her when it's all she has got?

Rose is n't oversexed, that's ridiculous. If you're going to talk nonsense, I do n't want to talk to you at all. Rose is exactly the same as the rest of us, except more so.

Better off? How could she ever find love and happiness, if you did what you're talking about? Are you insane?

I will not cry like a woman. If I'm upset it's because of what my husband said, not because of you. You ca n't make me cry like a woman, a woman has got just as much intelligence and self - control as a man. And you get this in your head. If you hurt that girl, I'll hire lawyers and sue you for malpractice for every penny you have got, I'll do my level best to ruin you. Do you understand me?

I understand you perfectly. You leave that girl alone, you wretched man, or you will be sorry.

Let him be guided not by my wishes and not by Rose's wishes, although I am sure they are identical. Let him be guided by the wishes of the creative power of life itself, because that is what has spoken through me tonight.

Forget about it, I do n't want you working in one of those honky tonks.

I do n't understand it. Even in the wild days she was never as late as this.

Well, yes, she's happy. Of course Dave does n't have her life force, not at all. There is n't much furniture in his house, just a table and one or two chairs, whereas Rose has furniture coming out of the windows.

Yes, I think so. He adores her, it's almost pitiful the way he worships her. I just hope she is n't too much for him.

A shot of Mother , Rose , Buddy , Doll and Waski in the living room of the Hillyer household . DOLL is a pretty little girl of about 11 , WASKI a boy of 5 . Mother 's tone is very gentle , very sweet , very kind . Her unabashed admiration for her own children has an ingenuousness that is more amusing than offensive .Rose has not as yet caught on to Mother 's style and is staring at her with lips apart and blue eyes slightly popped .Thus , Mother . Slightly cuckoo , a bit out of touch with reality , but no fool . A very intelligent woman really , and very , very gentle and kind . Her style , however , takes a little getting used to and her long speech throws Rose completely . She stares at Mother in speechless open - mouthed awe , unable to say a word . The CAMERA moves in CLOSER on Rose as she moistens her lips , swallows , tries to talk and ca n't . She is very , very nervous . Now she flinches and looks around as we hear a deep masculine VOICE OVER the shot . It is the voice of DADDY , Mr. Hillyer , Buddy 's father .ANOTHER ANGLE on Daddy in the doorway of the living room . He is a handsome man of about forty with a style and a manner all his own . As extravagant as his remarks often are and funny though he is at times , the man has a courtly Southern dignity that is never lost . He is no clown , he is not even a comedian , he is a man and a formidable man at that : all the characters in this story love and fear him . We see now where Buddy got his unreadable expression thing and his hands on the hips thing . Daddy is unreadable . A straw hat is on the back of his head , a rolled - up Glenville Tribune is in his hand , his hands are on his hips . He is staring with what seems to be stern fierceness at them all , but his attitude really is inscrutable .Daddy walks in as Rose stares wide - eyed at him . It is obvious he scares the absolute bejesus out of her , she looks actually as if she might faint , her hands trembling on her lap and her knees quivering beneath her cheap and tacky dress . But she has a surprise coming . She is soon to lose all her fear of him , every bit of it . Daddy walks over and sits in a chair beside her , stares fiercely at her for a moment , then begins a long speech . Again , extravagant as this speech is , he is no clown , he is not `` being funny , '' he means every word he says .Rose can barely answer , eyes fixed in rapt fascination on him , a half whisper .Daddy pauses , then in a different tone , his hidden gentleness and kindness are much more plain ; as he talks Rose 's eyes begin to well with tears .Rose bites her lip , her eyes are filled with tears ; an inaudible whisper .

I do n't like that, either, it's worse than Waski. I want to be called Fran.

Honey, you'll scare the gizzard out of the girl going into the fourth dimension like that.

Well, well, well. So Miss Rosebud has arrived. Un - hmm. And you're all assembled here. Yes, indeed. Un hmmm.

Well, Rosebud, now you are here, darling, and I swear to God graceful as the capital letter S. You will adorn our house, Rosebud, you will give a glow and a shine to these old walls. If there's one thing I like to have around, it's a frizzy - haired blonde. Now I assume Mrs. Hillyer and the children have introduced themselves and made your acquaintance, and so forth and so on?

All right. Now as head of this household I have a couple of remarks to make. It is my dear wife's belief, which I accept although I do not totally grasp it, that to hire a person to do household work is a criminal practice. Therefore, you are here not as a servant, you are here as a friend, as a guest and hopefully as a member of this family. You will eat your meals with us, you will share life itself with us - in love and harmony, dear Rosebud, in love and harmony. Do you understand me?

Now, I know you've had some troubles in your life, those. scoundrels in Birmingham and so forth trying to. lead you astray. I hope you find a safe haven here, honey, I know you've had a hard time. Life can be cruel to a young girl all alone. We welcome you to our home, Rosebud, we all welcome you from the heart and hope you are happy here.

He did lie, and. and. and Mother, yesterday he stole money out of your pocketbook!

Buddy, that was pretty snotty of you, pushing me away like that just when it was interesting.

Was n't Daddy wonderful? He wanted to kiss her some more and play with her, but he did n't, because he loves Mother and all of us, and he loves Rose, too. Is n't he wonderful, is n't he great?

Mother, Buddy says Rose got in his bed last night and he fiddled with her and she snorted and had a fit - and he says I would too if I was grown - up. Is it true, Mother - would I sweat and snort and froth at the mouth and have a horrible fit like he says?

Daddy, Buddy was up late last night reading little dirty comic books. Mother gave him a dose of castor oil and he cursed it, he took the Lords name in vain, then claimed he had n't said it. He lied, Daddy.

Buddy. does Rose really. `` do it'' with all those boys and men?

I asked you what you think of Rosebud, now that she's been here a while.

Well, she must have done something to encourage those scoundrels in Birmingham, even if she did run away from them.

I love Rosebud, I am wild about Rosebud. I just hope she does n't turn out to be a hidden hotcha character, that's all. We have growing children in the house.

Forgive my crudity, darlin'. I do n't understand these deeper things the way you do.

You're a wonderful woman, darlin'. As long as you're around, I'm sure the sun would n't dare go out.

Rosebaby Blossom, these are the most delicious candied yams I ever ate! Why, they just melt in my mouth. And this fried chicken is fit for a king. How do you do it, Peachbird? What is the secret of your art, Plum Blossom, huh?

Rosebird Baby, you are the light of my life, darlin'. How did we ever get by without you?

I'll drive you, darlin'. You've got no business behind the wheel of an automobile. You do n't think about what you're doing and you'll run into a telephone pole.

Hmmp. Did you realize there are a thousand Coca - Cola millionaires in Atlanta?

Ehh, Lord, should have bought that stock when we had some money. A thousand millionaires.

Ahh - hem! Now, Rose, get off my lap. What are you doing, girl? Are you crazy?

Why, I'm not going to kiss you, you crazy girl. Now I'm telling you again, get off my lap. Come on, Rose, get up. Now you get up, I say, and stop this!

All right, all right. Now calm down, Rose, the children will hear you. Calm down, let's talk. about this thing, let's discuss it.

All right, that is enough of this nonsense, and I mean enough! Get up off this floor, Rose, and put your damned tit back in your dress! Do you hear me, girl, get up off of that floor!

Goddamn you, girl! You've made me make a fool out of myself, damn your hide, but let me tell you I am standing at the pass of Thermopylae and I wo n't budge! The very idea, my own home with children in the house, to say nothing of my wife - oh - h, you had better believe I am standing at Thermopylae, you little nut, you had better believe it! What are you, crazy? A man is supposed to be a fool like this, but a woman is supposed to have some control and sense! Are you a nitwit? What's the matter with you?

Rose, Rose, Rose, you poor miserable little child, do n't you know I love you? Do I have to put my hand on your body or kiss your pretty lips to prove it? You are beautiful to me, Rose, I've loved you since you first came here, darlin'. And do n't you know Mrs. Hillyer loves you, too, that she's already taken you into her heart, and that that woman's heart is as wide as the blue sky itself and as deep as the stars?

Do you know what a friend you have got there? Do you know she would fight for you like a tiger, that she would fly to your defense in an instant with all the courage in her soul if anyone tried to hurt you? Is this any way to repay her trust and love? Are you ashamed as I am ashamed?

Do n't cry, honey, do n't cry. But let me warn you, damn your hide, this is Thermopylae and I am standing here. Do you hear me, damn you. I am standing at Thermopylae and the Persians shall not pass! Now get your tail out of here and go wash those dishes, and stop crying!

No, darlin'. Just that damnable insomnia in reverse. I sleep like a baby for an hour then I'm wide awake. You go back to sleep.

The Depression has got me. That miserable hotel, no money anywhere, strong men out of work, children hungry. It's a great life if you do n't weaken.

Ehh - hh, Lord, man born of woman hath few days and they are full of trouble.

Out! Out, you viper in the grass! Out! Never darken our doorstep, you immoral, terrible girl!

Ye gods and little fishes. What have you done to yourself, Rose?

Um - hmm. Well, that is the damndest outfit I ever saw in my life. You walk down the street like that and they'll put you in jail, Rose.

If you've got time before you go `` out,'' get me a half - a - cup of coffee, Rose. Not a whole cup, a half - a - cup.

Um - hmmuhh. I never drink a whole cup, my nerves ca n't stand the caffeine. Ehh - hh, Lord awful insomnia in reverse last night. Lay there and sweated blood for hours.

That's a pretty stylish skirt, Rose. The only thing I do n't understand is how did you ever get it on.

They'll put her in jail. The damn little fool might as well be naked.

Just half - a - cup of coffee. I never eat, darlin', you know that. Not eating and reverse insomnia are my curses. Let's go, Rose, you and Brother, let's hit the road.

The girl worries me. If she walks down the street like that, an army will be following her.

That farmer in Gadsden was awful eager to get rid of her, and I'm beginning to see why.

Sometimes I think I was born to be a detective. I get a feeling about things. I'm not always right, but often I am.

Forgive my crudity, darlin'. All I'm saying is that a girl who would wear clothes like that is going to get in trouble sooner or later.

Glad to have you with us, Mr. Watson. Make yourself at home. Shadrach, take Mr. Watson's bag.

Luckily, Johnson just walked in to relieve me. I'll be right out there!

Rose, my patience is wearing thin. First a scruffy man who runs like a deer and now a sulky boy who wont go away. This is getting to be a regular monkey and dog show.

Rose, I realize you do n't know this boy, but if you know anybody who does know him, if you have even a faint clue as to who he might be, then convey to him that he had better stay away from my house and stop scaring my wife. and I do n't mean maybe.

All right, I have got a Parker shotgun here and it is loaded and the trigger is cocked and wherever you birds are and whatever you are doing you had better get the hell out of here goddamned quick!

And do not come back, you sons of bitches! Stay away from my house and home and my wife and children or I'll blow your goddamned heads off!

You children go to bed. And Brother, stay away from Rose, I'll speak to her in the morning.

Well, Rose, my sleep was a little disturbed last night, and so was Mrs. Hillyer's, and so was the children's. How about you? Was your sleep disturbed, too?

Now Rose, stop behaving as if you're Bo Peep. Those men had a flight last night because of some female in this house, and it was n't Dolly or Mrs. Hillyer.

- I am not responsible for her epizootics and I did not bring about her epizootics. Now listen to me. When I have to get up in the middle of the night and defend my home with a shotgun against a couple of damned scoundrels fistfighting in the bushes -

I do n't intend to mock you, dear. I respect your philosophy. It's beyond my comprehension, but I respect it.

I said I do n't intend to fire her. I just want to ask her to keep her boy friends away from my home and hearth, that's all.

Darlin', I'll take a taxi to the hotel. You and Brother can handle the girl's epizootics. I'll just say one more thing.

Rose, I told you you had a friend in Mrs. Hillyer, did n't I, that she would fight for you like a tiger?

All right, thanks to her, and thanks to this case of epizootics, you are getting another chance.

But do n't try my patience again. We have growing children in this house. Do you understand me?

I see my mother - in - law's face, son. Read'em and weep, boy, I am playing a spectacular combination, a triple. The nine ball in the corner!

Rose is in jail. She bit a policeman's thumb. Come on, son, Shadrach can run the hotel.

No, not really. But I guess we'll have to do that, John. Let her out. Let the crazy creature out and I'll take her home.

I have to go back to the hotel. I'm on duty at the desk and who knows a quest might arrive. I will see you at suppertime, Rose.

It's because of the children she's got to go. I do n't want to be holier - than - thou, but the girl does n't have the same outlook we do. Morals do n't mean a thing to her, not a thing, and we ca n't have a girl like that in this house.

Now look, darlin', this is no time to go off into the fourth dimension.

Lets get out of here before I get the epizootics myself. Thank you, Doctor, for your discourse, it was fascinating, no doubt.

I hope she'll be all right, but I still think we ought to fire her.

Come on back to supper. Your mother has a theory about how to educate Rose.

See that, son? Now this is a heel, see, and there, that's the ball of a foot. Someone has been walking here.

That is because it rained recently, the rain has obscured the evidence. But you could still take plaster casts of these footprints, then match up the plaster casts with whosever shoes they are, and that way you could catch him - understand?

Well. Well, what I mean is, you could prove it was his shoes if you did catch him. But look this, Brother, it is even more interesting. Look at this mark here, and that mark over there. Now would n't you say those marks are the marks of a ladder?

True, but if you look sharply you can see that those marks are the marks of a ladder. Now let's go back to the garage and see if the ladder has been tampered with.

See, son? The paint is flaked off here, freshly. Look at it, Brother, there is no question about it. Some person or persons unknown have very recently tampered with this ladder.

And there's only one reason anybody would want this ladder - to get up into Rose's bedroom in the dark of night! I am going to chain up this ladder and padlock it! - and that is not all I am going to do!

That was a delicious repast, Rose, as usual. Now I have something of grave import to say to you and to Mrs. Hillyer.

And I do n't want you children snooping, do you hear me, Brother? Go up to your rooms.

We all love you, Rose. Even more now, since you've bravely surmounted all these epizootics. We admire you, we esteem you, we hold your hand with love and affection, we have an investment in you - and I do n't mean money, although God knows we have that, too, considering those godawful hospital bills.

I mean a human investment, Rose, we care about you, you matter to us. But we have innocent and unformed children in this house and the monkey and dog show has got to stop. Do you hear me?

We ca n't have it, Rose. Can you behave yourself - or not? That is the question, to behave or not to behave, to suffer the slings and arrows of outrageous chastity and keep your skirt down or to hoist it in the light of the moon and make whoopee - that is the coil shuffling question.

If you ca n't behave I am going to fire you and I say it in front of you and Mrs. Hillyer and I mean it. I point my rigid finger right at your nose, Rose, and I stare unwaveringly into your big blue eyes and I tell you. this is a final warning. Do you hear me?

Open that door! Open it up, open it this instant! Do you hear met open that door!

Rose! Rose! Open this goddamn door! Open it or I'll break it down!

She's got somebody in there, Brother! His shoes are on the back porch - there they were, naked and smiling at me!

Where is he? I know he's in here, where is he, Rose? His shoes were on the back porch I smiling at met Where are you, you son of a bitch?

Ye gods and little fishes, a fireman. Put on some clothes, Rose, you're naked as a jay bird. When you're dressed, come on downstairs. I'm afraid your friend Billy is injured, where are his clothes?

Rose, darlin', you break my heart. But I am only a human man myself of the father variety. Rose, pack your bag, baby, as of this moment you are hired, mired and fired.

It has been three weeks since I `` fired'' her. Is there no way to get rid of this girl? Are we stuck with her for life?

God forbid. You're not sick, Rose, forget it. Do n't get any notions in your head, you're not sick.

No, she does n't, she's fine, fine. She's perfectly healthy, do n't give her ideas.

Her plan is obvious, plain as day. She's going on a hunger strike. The question is, how do we foil her?

Something has got to be done or Rose is going to be in this house forever.

Well, I have got news! I called long distance and spoke to Cousin Hop and you'll be glad to know, Rose, I have found you a job!

No, no, not exactly. It is n't a farm in the sense that it's a farm. Not at all. It's a. dairy establishment. You'll 1ike it! I'm sure you'll like it because it's so. peaceful!

Just a minute, Rose, you do n't understand. This is n't a dirt farm like the one you were born on, it's nice. A neighbor of Cousin Hop's, I talked to him on the phone, a fine man. it's not a farm, damn it, it's a beautiful dairy establishment! Stop crying, Rose! Do you hear me? Stop crying, it's ideal!

I do n't give a hoot in hell's hollow what it means to her! She ca n't stay in this house forever! I fired her, damn it!

Trickery and flummery or not, she's going there tomorrow on the bus! It's settled! And I must say we've been more than fair to you, Rose, it's pretty selfish and mean hearted of you to sit there and cry like that!

This is a total catastrastroke. As of this moment I am stumped, I admit, I am stumped and treed both, the hound dogs have me surrounded.

You're not going to get anywhere with that line of questioning. The problem is, what are we going to do?

I forgot that Rose will lie like a child. She's no more pregnant than I am, she just does n't want to go to that farm!

All right, damn it. We've seen you with your clothes off around here, stand up and pull up your dress and let's take a look!

She does n't have to take her panties off, we can see her stomach with'em on. All she has to do is pull up her dress and let us see her belly.

Now, you will see, she's lying like she always does - that belly will be flat as a pancake!

I am poleaxed and in a non compos mentis condition. I wash my hands or the whole thing.

Well, it's a disaster. I do n't know what to say, Doctor, I am floored. How dangerous is the operation?

Well, if it is n't malignant and she can get through the operation all right, it might be better than her really being pregnant. She does n't even know who the father might have been.

Honey, that's no way to talk to the Doctor, he's merely doing his job, dear.

Reluctantly, I do. It would be a blessing to her and everyone else. The girl is oversexed and I say - spay her!

Well, I. I had n't thought about it that much. I was thinking. well, it's an idea, the girl is oversexed, and.

Well, I know, more so. That's why I was thinking. maybe she'd be better off.

Well, now, I admit. in Rose's case, it would be cruel. If Rose was n't attractive and pretty. well, it would probably be bad for almost any young woman. I do n't know exactly what I was thinking about, the doctor said it and it sounded reasonable.

But you're right, darlin', you're absolutely dead right, it would be an awful and horrible thing to do. I'm sorry, honey, forgive me, I did n't mean it.

Well, I thought I'd seen the limit, but these are the most great, gaga epizootics she's ever had.

You're looking very chipper this morning, Rose. Sow do you feel?

Well, we know you were there. The bill that hospital sent was absolutely horrendous.

I'm afraid it's my fault. I made her feel guilty this morning -.

You know Dave, his wife used to do dressmaking for you before she died.

Well, thank God we are rid of her at last. And the best thing of all is that she's happy. The little nut is happy, she found Mr. Right in the nick of time!

About as good as can be expected with one foot in the grave. Good to see you, son.

How do you stand it up there, boy, in all that ice and snow? What are you, a polar bear?

By the way, son, do you recall Rose, that pretty blonde girl who came to our house way back in 1935 or 1936 and caused such a damnable commotion.

Well, yes, in a manner of speaking. You'll have the back bedroom, son, Mother's old art room. Just be careful going down the stairs you do n't break your Yankee neck.

Oh, I heard from her, I got a letter from her, she's fine. But there is some sad news.

Oh, no, no, she got all over that. Rose is fine. Let's sit down, son.

No, it's another thing. I was going to write you about it, but since you were coming down anyway I thought I'd wait till you got here. What did Dave Wilkie have to say?

Yeah, I know, he was up here. It's pitiful like you say. When he lost Rose it ruined the man, it destroyed him totally when he lost Rose.

Yes, I guess he did. He threw her away and it was the mistake of his life.

I'm older than hell, boy. But this Yankee whisky is mighty fine, I'll say that.

I am afraid so, son. About a week ago. Her husband phoned me, she had asked him to call me if anything happened.

She was fifty - six, son. Of course she did n't look it, nowhere near it. The cancer came back, I'm afraid I fibbed about that. But it was very quick, son. She was in the hospital only two weeks, and the last week she did n't know anything.

I know. You loved her. So did I. It was an awful shock to me, too. An awful shock. Rose was so alive it's hard to believe.

It's true, son. The girl with the cornflower eyes is dead, she is no more,

She got cancer of the breast, was operated on and had a seven - year recovery, then after a brief illness passed on in her sleep, as the man with whom she'd lived in beautiful love and harmony for twenty - five years held her hand. That is what happened, son, and God rest her lovely soul!

And now, if you are through with that Yankee whisky, we'll go to the Holiday Inn and get some dinner.

Now look, boy, get a grip on yourself. Rose had a good life. She found her. Right, did n't she? She triumphed over everything, what are you blubbering about?

Rose is n't dead, son. Not really. Some of us die, but some of us do n't. Rose lives. As long as some little girl somewhere gets herself up and goes out, Rose lives.

VARIOUS SHOTS of Rose doing household chores : sweeping the floor , vacuuming , cooking . She is cheerful in her work , smiling , good - humored and she works hard . It is obvious she is happy . We see the children in most of these shots . It is apparent Rose is a very good worker and very happy in her new home .

Rose is washing the dishes while the children finish breakfast . Buddy looks up from this cornflakes with a slightly sly expression .Rose turns around , lifts her eyebrows , tosses down the dishcloth .Rose turns her back on him .Rose stares emptily for a moment , then bites her lips together .Rose exits and the CAMERA stays on Buddy , Doll and Waski .

CUT TO a shot of Rose on the stone patio of the Hillyer house , an attractive area with outdoor furniture and crabapple tree limbs overhead . Rose is busy sweeping . The CAMERA PANS to follow her and we pick up Mrs. Hillyer , Mother . It is a nice day and she is studying out on the patio , books and notebooks piled around . Rose glances down curiously at her .Rose again busily sweeps .Exit Rose . Mother adjusts her notebook and turns the page of a history book as she resumes her studies . We hear the sound of an approaching CAR and she glances up .

CUT TO a shot of a slightly worn - out 1932 Model - A Ford as it rolls up the driveway of the Hillyer home , Daddy at the wheel .

ANOTHER ANGLE , on Daddy as he gets out of the Model - A . He has his usual straw hat on the back of his head . The CAMERA FOLLOWS him as he walks onto the patio .Mother does n't answer , she writes on , head bowed over her notebook . We see in this shot the hearing aid she wears and hear from it a faint BUZZ .

CUT TO a shot of Buddy in the window of the kitchen . He is propped on his elbows and listening with keen interest to the talk on the patio . We hear the VOICES of his parents OVER the shot .The CAMERA FOLLOWS Buddy as he draws back into the kitchen . We see Doll and Waski playing a game on the kitchen table .Buddy turns , looks back out the window .

If you mean. boys and men, I do n't think so. Rose seems very calm about all of that.

CUT TO a shot of Buddy and Doll and Waski in the kitchen . Doll and Waski are playing parchesi on the kitchen table . Buddy turns from eavesdropping at the window and strolls across the kitchen , hands in his khaki pants .The CAMERA FOLLOWS Buddy as he goes to the hall door , carefully opens it to make no noise and peers down the hall .

CUT TO a POV shot of Rose busy dusting hall furniture , humming as she works . We hear on the track the SOUND of the Model - A starting , and Rose freezes . Then , quickly , Rose hurries down the hall toward the front door . ON Buddy as he watches her through a crack in the door . He has his hands on his hips Daddy - style and his face is expressionless . ANOTHER ANGLE , POV of Buddy but CLOSER on Rose at the end of the hall . She is staring soulfully through the glass of the front door as we hear the Model - A go down the driveway . Rose lifts a hand between her breasts , sighs . A lovesick expression is on her face .

ON Buddy , as he comes back into the kitchen sadly shaking his head .

A shot of the family at dinner in the dining room at night . Daddy is at the head of the table , Mother is at the other end . Buddy , Doll and Waski are all seated in neat , nice clothes , hands washed and hair combed . Rose is serving , but a place is set for her . She wears an attractive little apron and is smiling , blushing , happy as Daddy teases and jokes at her .The CAMERA FOLLOWS Rose as she exits , and STOPS on Buddy and Doll . Buddy slews his eyes toward his sister , who meets his gaze for a moment then looks down at her plate . The CAMERA MOVES on to Mother , who is utterly oblivious of anything going on between Rose and Daddy .

ANOTHER ANGLE , on the family as they eat dinner . Rose is seated at the table now . She is picking lifelessly at her food and glancing from time to time with a lovesick expression at Daddy , who is busy eating and seems wholly unaware of it . Mother also is wholly unaware , but all the children know what is happening . Rose takes a gravy for a biscuit and spills a little , her hand is trembling .

A shot of Daddy alone in the dining room , reading a newspaper and drinking coffee . Rose comes INTO THE PICTURE , gets dishes as she clears the table . She stares with a lovesick expression at Daddy , who is absorbed in paper .

CUT TO a shot of Buddy and Doll tiptoeing down the darkened hall toward the front door . We hear the MODEL - A going down the drive . They peer out of the glass of the front door . They whisper .

The CAMERA FOLLOWS them as they tiptoe into the darkened living room . They go over to the sliding doors and silently struggle for the best peeping spot . Buddy gets up high , Doll down low , at the crack in the doors through which light shines .

CUT TO a POV shot of the dining room , as seen by children . Daddy sits absorbed in his paper , oblivious of Rose . She is staring down at him with a pale look of love .

CUT TO a CLOSE - UP of Buddy and Doll , their heads together . They whisper .

CUT TO a POV shot of Daddy and Rose , as seen by children . The table now is cleared and Rose stands half behind Daddy , staring down at him with a stricken expression .Rose suddenly makes up her mind , places her hand on his shoulder , turns sideways , sits down on his lap , puts an arm around his neck .For a long time Daddy stares groggily at her with a half frown as if he ca n't believe it . In order to stare at her , he must tilt his head back and , handsome man though he is , he looks a bit like a startled rooster . Her breasts are pressed against him , and her eager - pink lips are waiting for a kiss .Rose breaks down and begins crying , her head on his shoulder . She has her arms wound tight around him and Daddy seems at a loss what to do .

CUT TO a shot of Buddy and Doll . Doll is down near the floor and ca n't see as well . They whisper .Doll tries to rise up and Buddy puts a hand on her head and shoves her down .

CUT TO a POV shot of Daddy and Rose , as he struggles to rise from the chair . They are half falling to the floor and now they fall , Rose still on his lap . One of her breasts has come out of her dress , which is very loose and low - cut . She has no bra , the breast is bare . Daddy is staring groggily at the breast as if slightly dazed .

CUT BACK TO Buddy and Doll . Buddy is frustrated now .Buddy groans and peers intently through crack .

A POV shot of scene as observed by Buddy . He is up too high , the dining table blocks his view . We see the lower half of Rose and Daddy . Rose 's skirt is up well above her knees .

CUT TO a shot of Buddy and Doll .CUT TO a POV shot of the scene in the dining room .

DOWN LOW , we can see under the dining room table now . Daddy has his hands on Rose 's shoulders and is firmly pushing her away .Rose , on all fours , blonde hair over her face , making little whimpering noises of dismay :

CUT TO Buddy and Doll .Doll forces her way in and they both peep through crack in door .

CUT TO a POV shot of Rose and Daddy . Rose stands sheepishly by the dining room table , half - crying as she adjusts her dress . Daddy sits in his dining room chair . Daddy is glaring at her .

CUT TO a shot of Buddy and Doll as they peep at the door . Doll whispers angrily at him .They continue to peep with interest through the crack in the doors .

CUT TO a shot of Rose and Daddy . Now Rose is sitting penitent and crying in one of Daddy 's handkerchiefs . Daddy 's anger is gone , he has gotten control of himself and speaks to her now in a different tone . He sits beside her , an arm around her shoulders in a fatherly way .

CUT TO Buddy and Doll in the darkened living room . He gestures that they 'd better leave , and they do . The CAMERA FOLLOWS them as they tiptoe out of the living room .

ANOTHER ANGLE , on Buddy and Doll as they tiptoe up the front stairs .

ON Buddy and Doll at the top of the stairs . They pause to talk and now they do n't have to whisper . Doll is happy , pleased .Doll gives him a venomous glance and walks away . The CAMERA STAYS on Buddy as he stares after her with a thin little smile . Be seems wryly amused that he has made her angry . After a moment , he turns and stares in the direction of downstairs and his face changes . His smile fades , then slowly returns as he thinks of what has happened .It is obvious that secretly Buddy admires very much his father 's behavior .

A shot of Buddy at night in his small bedroom . He wears a rather skimpy old - fashioned nightshirt that comes midway between his hips and knees . At the moment he is finishing brushing his teeth at the bureau , using an old fashioned water pitcher and bowl . The CAMERA FOLLOWS as he walks across the room in the light of the lamp by his bed . He looks around cautiously , then picks up the mattress of his bed . He pushes it far back and we see springs . He takes out a small `` book '' or pamphlet and stares gravely at it . CLOSE - UP : The front cover of the pamphlet . We see the overall title : LITTLE DIRTY COMIC BOOKS . And beneath it : BLONDIE AND DAGWOOD . And beneath that , in smaller letters : `` Mr. Dithers Comes to Dinner - and How ! '' We see Buddy 's hands in the shot , and he opens the pamphlet and we catch enough of a glimpse of the thing to know it is pretty awful - a drawing maybe of `` Blondie '' stark naked with a finger in her mouth going , `` Tee - Hee ! '' ON Buddy , as he stares down with grave intentness at the Little Dirty Comic Book . Slyly now , he retraces his steps to the bureau and takes out a flashlight . He goes back to the bed , switches off the lamp , gets in the bed and turns on the flashlight and pulls the covers over his head . We hear a faint SOUND on the track and Buddy suddenly yanks back the covers , puts the flashlight on the table by the bed and throws the Little Dirty Comic Book under the bed . He lies on pillow and pretends he 's asleep , and we hear the door of his room OPEN and a CREAKING on the floor . ANOTHER ANGLE , on a weepy Rose in a very thin nightgown . The shot is FROM BELOW as Buddy might see her as she stands over his bed . She looks very lonely and unhappy and is half crying .ANOTHER ANGLE , on both of them . Buddy stares at her in surprise . It is dim in the room , but we can see them in the moonlight .ANOTHER ANGLE , on Rose and Buddy in the bed in the moonlight . It is all innocent enough , Buddy is a child and Rose obviously has no lewd intent in getting into his bed . She lies back on a pillow staring up at the ceiling and smoking a cigarette .ANOTHER ANGLE , on Rose and Buddy in the bed . Buddy has propped on an elbow and is staring down at her breasts in the moonlight - we see the soft notch between her breasts in the open V of her thin nightgown . She is completely unself conscious with him .Before she can answer , he touches her breast with his finger through her nightgown .Puts his hand in her nightgown .Takes his wrist .

CUT TO a shot of Mother 's bedroom - study in the moonlight . We see Daddy lying wide - awake in a single bed staring broodingly out into space . Mother lies asleep in a big four poster in the background of the shot . Daddy sighs wearily to himself in the grip of `` insomnia in reverse . ''

CUT BACK to Buddy and Rose in bed . He has evidently sweet talked her into letting him fiddle with her ; his hand is - in her nightgown . There is no indication of lewd interest on Rose 's part , a peeved and exasperated look is on her face . Buddy seems quite fascinated , however .Ca n't quite say it ; leans over and whispers in her ear and we do n't hear what he says .

CUT TO a shot of Daddy sitting on the edge of his bed in pajamas . He looks frowzle - haired and glum . The CAMERA FOLLOWS him as he wearily gets up and walks across the bedroom in the moonlight and takes a package of cigarettes from a bureau . Be glances over his shoulder as we hear Mother .Daddy lights a cigarette and walks to the window and stares out at the moonlit night . The CAMERA MOVES IN CLOSER on his face and we see a weariness and strain he has not shown before .

A shot close on Rose and Buddy in bed . Evidently Rose has weakened and is allowing him to fiddle with her , but we can only surmise this , the shot is on their heads and shoulders and a cloud has crossed the moon , the light is more dim . A different look is on her face , a solemn expression as if she is listening to some far away sound that she finds strangely haunting . She moistens her lips , speaks in a slightly feeble voice .The hand falls limply from Rose 's eyes and she turns her head to the side and closes her eyes . Helplessly , she lies there as the boy fiddles with her .

CUT TO a shot of Daddy walking down the downstairs hall in a bathrobe and slippers . He looks very frowzled and sleepy .

ON Daddy as he walks into the kitchen , turns on the light . He goes to the ice box , an old - fashioned type made of wood that takes cakes of ice . Be pours out a glass of milk .

CUT TO a very CLOSE SHOT on Rose 's face . The light is dim but we see perspiration on her forehead . Her breathing is not normal . Her eyes are shut tight , her teeth are clenched . CUT TO a shot CLOSE on Buddy . We do not see what he is doing , but evidently he is fiddling with her . He seems quite interested in the proceedings .

CUT TO a shot of Daddy in the kitchen as he sits rather gloomily at the kitchen table drinking the glass Of milk .

CUT TO a shot close on Rose ai Buddy in the bed . The shot is of their heads and shoulders . She has an arm very tight around his shoulders and her eyes are shut tight . The moment of truth is at hand .

CUT TO a shot of Rose and Buddy in the bed . The extremity of her crime has dawned on Rose and she is sitting up in the bed with a look of horror on her face . Buddy is staring worriedly at her .ANOTHER ANGLE , on Rose and Buddy as Rose in a panic gets out of the bed , pulls down her thin nightgown and tiptoes toward the door . She stops and looks back as a chilling thought occurs to her .

CUT TO a shot of Daddy walking down the downstairs hall in his bathrobe . The shot is down the staircase and Rose in the upstairs hall tiptoes into the picture . A floorboard creaks and he looks up and sees her .ANOTHER ANGLE on Rose in the upstairs hall . Fortunately for her the light is dim . Her knees are shaking beneath the nightgown , she looks as if she might faint .The CAMERA FOLLOWS her as she goes on shaky legs down the hall .

CUT TO a shot of Rose as she enters her small bedroom . Feebly , as if totally exhausted , she shuts the door behind her then leans against a bureau and states into its mirror . The horror of her own criminality has overwhelmed her . With trembling hands , she takes a cigarette from her half empty pack and finds a wooden kitchen match on the bureau . Her hands tremble visibly as she strikes the match . She has not turned on the light in her room and her considerable charms are very apparent in the orange glow of the match . Burning match in her fingers , she stares at her own reflection in the bureau mirror , transfixed by a horrible realization .

QUICK DISSOLVE TO BLURRED SCREEN : the border of the screen is blurred , we are obviously seeing a nightmare fantasy . The shot is of an eager , excited , diabolically mischievous Buddy and an astonished , awed DOLL . They are in some far dark recess of the cellar of the house and the scene is furtive , murky , cobwebby .ANOTHER ANGLE on Buddy from below with candlelight giving his child 's face a sinister look . Now he has `` Dracula '' teeth and evil arched eyebrows .

CUT TO a shot of Rose standing horrified before the mirror . The match is still burning in her fingers .

A shot of Mother in her study , a worried Doll stands before her . The border of the screen is blurred , it is another flash of fantasy .Mother stares in consternation at Doll .

A shot of Daddy and Rose on the front porch of the house . The scene is murky , dark , gloomy night and the weather is bad . Daddy has his arm rigidly thrust outward as he points down the driveway . A weeping , slumped Rose sadly walks down the steps carrying her cardboard suitcase . Fantasy .

CUT BACK to Rose standing before the mirror , sick with horror . A feeble whimper - like groan comes from her .ANOTHER ANGLE on Rose as she turns from the bureau and stares off into space , a very badly frightened girl . Half - crying , she speaks to herself .

CUT TO a shot of Buddy half asleep in bed . The light of the lamp by his bed goes on and he sleepily opens his eyes . The CAMERA COMES BACK and we see Rose in her nightgown standing by his bedside . She is very pale and tears are on her cheeks .Rose bows her head and begins crying into her hands . CUT TO a CLOSE SHOT of Buddy . We hear the soft sound of Rose weeping over the shot . Buddy is affected , his flinty child 's heart has been touched , but he is not quite ready to admit it yet . He is struggling with himself , trying to remain `` cool '' and not show his emotion . He frowns , moistens his lips , swallows . With seeming coolness , very much as in the scene with Doll in which he deprecated Daddy 's stand at Thermopylae , he shrugs .The CAMERA PULLS BACK to include Rose . She is staring at the boy with hopeless despair .Too much for Buddy , he loses his `` cool . '' He swallows and blinks as if he might cry , then sits erect in the bed and squares his shoulders and assumes a stern expression Daddy style .

CUT TO a shot of Daddy , lying in bed and staring up sleeplessly at the ceiling . Insomnia in reverse has got him .

CUT TO a shot of Rose and Buddy . Rose is sitting on the bed beside him and she has dried her tears and got herself in hand .

A shot of a coolly angry Mother in the kitchen . It is late morning . As she talks the CAMERA PULLS BACK to show a sheepish Buddy standing `` on the carpet before her . The other children , Doll and Waski , are seated at the kitchen table having hamburgers for lunch . They are happily smiling with schadenfreude amusement at their brother 's discomfiture .As she talks , Buddy reluctantly gets a bottle of castor oil and a tablespoon from a shelf and brings it to her . A smiling Doll comes forward and hands Buddy half of an orange . He makes a face at her . Mother takes the bottle and pours out a tablespoon of castor oil .CUT TO a shot of Rose in the doorway of the kitchen . She is quite an apparition . She wears bright red lipstick , pink rouge on her cheeks , mascara and her hair is coiffed up in some outlandish manner , but her clothes are the most remarkable thing of all . The skirt is of strange , pink , semi - shiny and very thin material and has about a dozen tiny little flowers that could be rosebuds sewed on it . It fits extremely snugly to say the least . The blouse seems a composite : it has frilly white sleeves that are opaque and otherwise is made of filmy white material that is hardly opaque at all . She has no bra and her breasts are half visible , the nipples denting the material . It is pretty wild for 1935 . She seems to have on no underwear of any kind ; the skirt , which clings to her like a bathing suit , shows no panty seams . She is carrying a shiny black patent leather pocketbook and has on high heel black patent leather shoes and no stockings . An ingenuous little smile is on her face .Rose walks in , `` modeling '' the outfit and the CAMERA PICKS UP Mother .We hear the SOUND of the Model A on the driveway .We hear the PORCH DOOR SLAM . Smiling , happy , Rose glances around . We hear the SOUND of the kitchen door opening . CUT TO a POV SHOT of Daddy in the kitchen doorway . As usual , he has a rolled - up Glenville Tribune in his hand and a Straw hat on the back of his head.His hands are on his hips and he is hunched forward as if he can not believe what he sees .ON THEM ALL . Rose is smiling , happy to be the center of attention .Daddy walks slowly into the kitchen shaking his head . Sits at table .Daddy is staring with a very dubious frown at Rose 's skirt . He slowly shakes his head .Points to little buttons on right side of the skirt .Points to buttons on left side .Happy to oblige , Rose turns around . Her plump , round , feminine behind is only too plainly revealed through the thin material . Daddy slowly shakes his head .

CUT TO a shot of Rose and Buddy as they walk out onto the patio of the house . Rose walks down the steps to the flower garden and Buddy follows . ANOTHER ANGLE on Rose and Buddy as Rose picks a red rose and puts it in her hair . '

CUT TO a shot of Rose and Buddy waiting in a Model A. Rose is smiling , happy to be going out . The red rose is prominent in her hair , Daddy walks INTO THE SHOT , gets into the driver 's seat of the car , He glances in a wry manner at the flower in her hair .Daddy gives her another wry stare and starts the Model A. CUT TO a shot of the Model A going down the driveway .

ANOTHER SHOT or two of the Model A on the quiet summer streets of a sleepy little town in the Depression South of years ago .

CUT TO a shot of Daddy , Rose and Buddy in the car . Buddy is in the middle . Daddy is staring expressionlessly straight ahead . His tone is sternly neutral as he speaks .Both Rose and Buddy begin to look increasingly tense . Hawkshaw the Detective is on the scent . Daddy stares ahead .A long pause , as Daddy stares ahead . His expression is inscrutable .

CUT TO a shot of Daddy , Rose and Buddy in the car . Daddy turns and stares sternly at Buddy .Daddy sternly scans them both . They stare back `` innocently '' at him . Finally he seems to accept it .Daddy shifts gears and faces front . Buddy glances upward in relief , as if to say , `` Wow , that was close . ''

CUT TO a shot of the Model A as it stops off the main street of a small sleepy Southern town .

CUT TO a shot through the side window on Rose , Buddy and Daddy .Rose waves goodbye and walks off down the sidewalk , swinging her hips and her pocketbook ,

CUT TO a front shot of Daddy and Buddy in the car as they stare after Rose .

CUT TO a shot of POV Daddy and Buddy of Rose walking along . MUSIC .

CUT TO Daddy and Buddy . Daddy slowly shakes his head , shifts gears .

CUT TO a shot of the Model A as it rolls along the main street .

ON the Model A as it abruptly turns around corner . Evidently it is circling the block .

CUT TO a shot of Rose as she walks along , swinging her hips and her pocketbook and smiling at whoever she sees . She passes a few people and she smiles cheerfully at them - the men stare with a flat interest at her and the women frown , but she smiles at one and all .

On Daddy and Buddy in the car . DADDY They might arrest her . I doubt it , but they might .

CUT TO a shot of Rose as she walks up to a bus stop . A fairly WELL - DRESSED MAN with a door - to - door salesman kit is standing there . Rose glances at him then sidles up alongside him as if she 's waiting for a bus . He glances at her for a moment with interest , but does n't want to stare , looks away . We see the Model A stop in the background of the SHOT .

CUT TO a shot of Rose and the Young Salesman . Rose glances at the man , glances at him again , then sighs and speaks .

CUT TO a LONG POV SHOT of Rose and the Young Salesman . They are talking amiably . Both are smiling .

CUT TO ANOTHER POV SHOT of Rose and the Young Salesman . It is another LONG SHOT . MUSIC ON TRACK . They are smiling , talking . The Young Salesman seems to ask Rose a question . She nods and takes his arm and they walk off .

CUT TO Daddy and Buddy . Daddy is staring pensively at the scene .Slowly shaking his head , Daddy starts the car .

A shot of Rose and the Young Salesman as they walk along . She is holding his arm and they are smiling and talking as if the best of friends . We hear MUSIC ON THE TRACK . The MUSIC continues over the following MONTAGE OF SHOTS .

ON Rose in a beer `` honky tonk '' with the Young Salesman in a booth . He is drinking beer , she is drinking Coca Cola from a bottle . ON Rose in the booth , ANOTHER ANGLE . A second man has joined them , a big beefy man - he is BUSTER .

ON Rose as she walks down a sidewalk in late afternoon with Buster and still another man , a tall fellow in a Coca - Cola Delivery Man 's uniform or shirt . Rose seems to be innocently happy , but the men appear to be having a mild dispute . ON Rose getting into Busters car as Buster holds the door for her , smiling . The COCA - COLA DELIVERY MAN is left on the sidewalk , disappointed .

CUT TO a shot of Rose in the car eating barbecue with Buster . She is talking animatedly and he seems enchanted with her . It is dusk .

CUT TO a shot of a car pulling up in the driveway of the Hillyer house . Rose gets out , waves goodbye to Buster . It is night . End MUSIC .

CUT TO a shot of Daddy in pajamas peering out of the bedroom window .CUT TO a shot of Mother in bed in the four poster .Daddy walks INTO THE SHOT , sits on the edge of the bed .

A SHOT of Mother on the patio studying . It is a sunny afternoon . Mother looks up idly , looks back down at her notebook , then looks up again with a frown . CUT TO A POV SHOT of a SCRUFFY - LOOKING KAN as he darts behind one tree to another . The Scruffy - looking Man does not seem sinister , but he definitely is scruffy . ON Mother . Frowning , she puts down her notebook and rises , walks toward the door of the kitchen .

CUT TO a shot of Rose washing dishes in the kitchen . As usual , she is in a cheerful good humor . We see Buddy at the kitchen table building a model airplane . Mother comes INTO THE SHOT , worried , frowning .

CUT TO a shot of Daddy behind the desk of a slightly run - down small hotel of the Depression era . He is handing a key to a guest .A black bellboy takes the guest 's bag as Daddy turns to answer a BUZZING switchboard .

CUT TO a shot of the Scruffy - looking Man . Be is half - crouched behind a big oak , peering at the Hillyer house . We hear the approach of a car and the man looks over his shoulder . CUT TO a shot of Daddy in the Model A . The TIRES SCREECH as he puts on the brakes . CUT TO a shot of the Scruffy - looking Man as he turns and runs . On Daddy as he jumps out of the car .Daddy runs after the man . CUT TO a shot of Daddy running after him . CUT TO A FINAL SHOT of the Scruffy - looking Man as he leaps a hedge in full stride .

CUT TO a shot of a worried - looking Mother on the front porch of the house . Buddy and a meek - looking Rose are in the background in the doorway . A weary , out - of - breath Daddy comes INTO THE SHOT and walks up the steps , straw hat in hand .Daddy fixes a stern glance on Rose . As he does so , Mother and Buddy also turn and look at her . Rose smiles wanly .

A SHOT of Mrs. Hillyer in her bedroom study . She is drinking a Coca - Cola and smoking a cigarette held by a bobbie pin . We hear the SOUND of an old - fashioned doorbell . She ignores it .

CUT TO a shot of a sullen - looking young boy on the front porch . He is poorly dressed . He rings the doorbell . This is BILLY .

ON Mother as she opens the front door . A sullen Billy stares at her .Gently but firmly , Mother shuts the door in Billy 's face . A SHOT of Billy frustrated on the front porch . Sadly , reluctantly , he turns and walks off the porch down the steps .

ON mother , peering worriedly through the curtains of the front door .

A SHOT of the family at dinner at night . Daddy , Mother , Rose , Buddy , Doll and Waski . The SHOT FAVORS Mother .Slowly , his face grim , Daddy returns his napkin to his lap and resumes eating . The children are very silent and look a trifle scared .

CUT TO a shot of Buddy in his room at night . He is dressed and at a study table listening with cheap earphones to a homemade crystal radio set . Enter a rather somber - faced Doll in her nightgown .Buddy is interrupted by the SOUND of the distant angry shout of a man 's voice , evidently from somewhere outside in the woods because Buddy and Doll turn at once toward the window . In shock they listen .He and Doll hurry from the room .

You got no right to tell me to stay away from her, I knew her before you did!

You'll swallow teeth yourself if you do n't leave her alone, you ugly bastard! Go on, throw one, throw one!

CUT TO a shot of Buddy and Doll running down the upstairs hall and down the stairs . The CAM M FOLLOWS them down the stairs .

CUT TO a shot of Buddy and Doll as they slow down and creep cautiously down the back hall to the back porch . We hear the men yelling somewhere out in the dark bushes .We hear a great CRASHING in the bushes , a SMACK of a fist , a GROAN of shock , an OATH , a SHOUT , more CRASHING .

CUT TO a shot from the POV of the children , on Daddy on the back porch as the lights blaze on . He wears his bathrobe and has a big shotgun in his hands . Now he speaks in a loud , clear and very angry voice .A sudden total silence ensues , then a sudden CRASHING in the bushes as the `` birds '' take off .

CUT TO a shot of Buddy and Doll as they cower in awe in the downstairs hall . Daddy walks up to them carrying the shotgun . He is grim and furious , but his voice is surprisingly calm .

CUT TO a shot of Buddy and Doll in the upstairs hall . Doll meekly goes to her room . Buddy hesitates , looks at Rose 's door , glances nervously back at the stairs , then goes to Rose 's door , knocks softly , opens it .

CUT TO a shot of Buddy and Rose as he stands in the doorway of her room . Rose is sitting on the edge of her bed in her nightgown , a damp cloth held against her jaw which seems a little swollen . A look of fear and guilt is on her face .Buddy makes an exasperated grimace and exits , shutting door . The CAMERA REMAINS on Rose as she rolls her eyes upward in dismay .

A shot of the family at breakfast in the dining room . The silence is deafening . Everyone looks depressed except Daddy , who is aloofly calm . Rose 's head is bowed meekly over her plate as we hear the CLATTER of silverware . Finally , Daddy speaks in an almost pleasant tone .- The word means `` an animal epidemic , '' and it 's a pet word of Daddy 's ; he pronounces it epi - zoo - tics , not epi - zoo - ot tics , and uses it to mean any outrageous human malady -The word is hongry , not hungry .

CUT TO a shot of Mother , Rose and Buddy in a dentist 's waiting room . Rose is holding a rubber ice bag to her jaw , which is quite swollen . She is groaning and half weeping in pain .ANOTHER ANGLE , Rose shrinks in fear as , enter the dentist in a white coat , DR. WINTON , a kindly - looking , gray - haired man . We see a nurse behind him . He smiles in a reassuring manner .

Nurse says we have a nervous patient. Now, young lady, be calm. First of all, let me tell you, I am not going to hurt you.

Well, she finally let me look in her mouth. Is it true she's never been to a dentist?

Well, she has one mouth in ten thousand, I do n't see teeth like that once in ten years. Her trouble is an impacted wisdom tooth, but there is n't a cavity in her head, not a single one. She has perfect teeth.

Yes, and it's very bad. It probably should be done at the hospital under general anesthesia.

I think you're right, it would be harder on her. But you'd better call Mr. Hillyer, she's going to need help to get home.

ANOTHER ANGLE , on Rose and Mother and Dr. Winton , as they guide and lead Rose into the dentist 's operating room . - She plants her feet and her eyes open wide with horror as she sees the chair and other equipment .

CUT TO a shot of Mother and Buddy in the waiting room . Enter Dr. Winton with a little frown .

A shot of Daddy behind the wheel of the model - A. Rose lies pale and exhausted on Mother 's shoulder on the front seat . A trace of bloody gauze can be seen in her mouth and her eyes are closed . Buddy is on the back seat .

CUT TO a shot of the Model - A in the driveway of the Hillyer home . Mother helps Rose out of the car , but Rose ca n't stand on her feet . Daddy has to catch her from falling . Daddy picks her up in his arms and carries her up the steps as Buddy runs ahead to open the front door .

A shot of Mother and Daddy and Buddy on the patio . It is a beautiful sunny morning . Mother and Daddy are seated at an outdoor table about to have coffee . Daddy is opening mail and Buddy , in the b.g. , is gluing up a kite . Enter a smiling and healthy Rose with orange juice , toast , cups and coffee on a tray .

A shot of Daddy peering down at an old pool table in the mezzanine of the family hotel . Buddy stands by with a pool stick in hand . In the b.g. , we see a black bellboy , SHADRACH , approaching .Daddy straightens up , sets his jaw , leans the cue against the table and marches toward the elevator as Buddy stares after him . The CAMERA STAYS on Buddy .

CUT TO a shot of Buddy going down the hotel stairs . He holds onto the banister , sliding with his hands far ahead in order to take four and even five steps at a time - it is a childish trick , the point of the game is to touch as few stairs as possible . ANOTHER ANGLE , on Buddy as he jumps down the last remaining five steps and walks into the lobby . Daddy comes from behind the desk , grim .

CUT TO a shot of Daddy and Buddy in the Model - A. Daddy stares grimly ahead . Buddy steals a worried glance at him .

CUT TO a shot in the local jail . The shot is on Daddy as he stands before jail bars staring sternly into a cell . His hands are on his hips , his straw hat is on the back of his head and a bit to one side . Buddy stands beside him , a little bit behind , a worried look on his face . The CHIEF OF POLICE , a fat man , is on the other side of Daddy . CUT TO a POV shot of Rose in the cell . Her hair is mussed , her dress is torn . A little innocent , frightened smile is on her face . The CAMERA PANS to include Daddy and the Chief of Police .In dour silence , Daddy and the Chief of Police stare at Rose . She gives them a little smile , as if to say , `` See how innocent I am ? '' The Chief turns to Daddy and asks with dry irony :

That was a awful brawl down at the Busy Beaver, Mr. Hillyer. You know that fat Horton, the bootlegger?

Son of a bitch is right, he dern near killed a man. And this girl was the cause of it all. What's more, she bit a police officer's thumb right to the bone.

Well, she's your girl, Mr. Hillyer. You want me to release her in your custody?

CUT TO a shot of Daddy , Rose and Buddy in the Model A. Daddy stares grimly ahead , silent . Buddy looks solemn . Rose is badly frightened and still coughing . Finally she ventures a little smile and speaks to Daddy .Daddy is silent , his eyes fixed ahead .

CUT TO a shot of the Model A as it turns onto the Hillyer driveway .

CUT TO a shot of Daddy , Rose and Buddy in the car . She tries again .

CUT TO a shot of a shaky , slumped Rose going up the steps with Buddy as the Model A drives away . Rose is coughing , looks miserable .

A SHOT of Buddy and Doll in the living room of the Hillyer home at night . Doll is half - heartedly practicing scales on the piano and Buddy is pacing the floor , hands clasped behind him in something like the style of his father . As the CAMERA FOLLOWS Buddy in his pacing we see Waski playing with marbles on the floor .

CUT TO a shot of Buddy coming with great furtiveness from the living room out into the front hall . Very cautiously , he tiptoes across the hall and bows down and listens at the door of his mother 's bedroom - study . He crouches down , peeps through the keyhole .

CUT TO a `` keyhole shot '' of Daddy and Mother in the bedroom . Mother sits in her study chair , a handkerchief to her eyes . Daddy sits in a chair nearby . He looks depressed .Mother has a slightly `` other - worldly '' look on her face . Daddy glances at the door of the bedroom , he suspects something .

CUT TO a shot of Buddy crouched at the keyhole . With great alacrity , he jumps up and hurries across the hall and shuts the living room door just as Daddy whisks open the bedroom door . Daddy grimaces .Daddy shuts the door and at once almost like the movement of a ballet Buddy opens the living room door and tiptoes back to the keyhole .

CUT TO a Shot of Daddy and Mother . It is another `` keyhole shot . ''

CUT TO a shot of Buddy in the hall . He jumps up and hurries across the hall into the living room . Again , as the living room door shuts the bedroom door opens . Mother starts up the stairs , her mouth determined .

CUT TO a shot of Mother going down the upstairs hall . She knocks on Roses door and enters .

CUT TO a shot of Mother as she walks over and stares down in shock at Rose on the bad . Rose is lying back on a pillow and staring groggily at her , obviously not quite all there . Frowning with worry , Mother sits beside her and puts a hand on her forehead .

CUT TO a shot of an ambulance pulling up outside the Hillyer house . Attendants get out of it carrying a stretcher .

CUT TO a shot of Buddy , Doll and Waski in the front hall . They are badly frightened , even terrified . The CAMERA PANS to show the ambulance attendants carrying Rose strapped in a stretcher down the stairs , as Mother helps and Daddy follows , both of them very worried . Rose is conscious now and her eyes roll with terror toward the children .The CAMERA STAYS on the frightened silent children as they stare after Rose on the stretcher .

A shot of Mother , Daddy , Buddy , Doll and Waski in the corridor of a hospital . All look very solemn . A nurse leads them to a door and opens it .

CUT TO a shot of a hospital room . A very pale , sick - looking Rose lies in a hospital bed . The nurse , mother , Daddy , Buddy , Doll and Waski enter , all of them looking very grave . ANOTHER ANGLE , CLOSE ON Rose as she weakly turns her head on the pillow . Her eyes well with tears as she recognizes the children .ANOTHER ANGLE , on the nurse as she speaks in a whisper we do n't hear to Mother and Daddy , obviously telling them they 'd better go . Daddy beckons to the children and they start to leave , all looking depressed .

CUT TO a shot of DR. F. ROBERT MARTINSON , a rather unpleasant man with a spade beard . He has a superior , patronizing way of talking and very little Southern accent if any . The scene is his office and he is in a swivel chair behind his desk . As he speaks the CAMERA PULLS BACK to show Daddy , Mother and the Hillyer children .Mother frowns at Daddy and Dr. Martinson gives him an aloof glance .

Well, Mrs. Hillyer, the girl is strong as an ox and that is what is keeping her alive. But not many people walk away from double pneumonia, Madam, not many.

Of course she does and I must say I'm puzzled by your delay in getting her to the hospital. I should think ordinary powers of observation would have suggested to you that she was seriously ill.

A tenant farm? Are you trying to tell me that girl is a product of the hookworm and pellagra belt?

Exactly, and that's why she could n't possibly have come from such a farm.

It's simply that I find it incredible, Mr. Hillyer. Aside from the girl's illness at the moment, she is very strong, a very healthy specimen of a young human female - and a comely one, too. She must have gotten protein somewhere as a young child, if only sporadically.

The point is you do n't grow up like that on a diet of sorghum and hominy grits. She got protein somewhere, she's a very strong girl and I think she'll live. despite the delay in medical treatment.

I beg your pardon, epi - zoo - tics? Do you mean `` epi - zoo - ot - tics,'' an animal epidemic?

Oh, yes. Yes. Just fine. A few more days. a little more rest. she'll be perfectly healthy.

I'm not surprised you thought she was pregnant. An ovarian cyst can look very much like pregnancy. But it was pure wishful thinking on her part. The girl can never have children, she had gonorrhea at fifteen and it was untreated.

Do n't worry, Madam, she ca n't infect your dear little kiddies. She long ago fully recovered, but the disease did irreparable damage. The girl is permanently barren.

We make our own lives, Madam. As for malignancy, I do n't think so, it's very unlikely. I probably should n't have even mentioned that possibility to her.

She's an adult, Mrs. Hillyer, I was merely giving her the facts.

Any major operation is dangerous. However, as we know from her previous illness, she's a very strong girl.

Oh, it's definitely better, beyond question. A fatherless child, an ignorant girl with no job, no money, no home. It's fortunate, a blessing really, and a stroke of good luck for another reason I want to mention to you.

I'm sorry the truth nauseates you, Mrs. Hillyer, because before you leave there's a bit more of it I'd like to put to you. This operation provides a therapeutic opportunity that I feel is quite important in regard to this particular girl, who suffers not only from an ovarian cyst but from a certain psychoneurotic condition as well.

First, about the girl's history. Evidently she's been very promiscuous since early childhood, she has no control over her sexual impulses. Furthermore, she is permanently barren, she ca n't have children.

I am thinking particularly of the other ovary. As a rule I do n't believe in removing it. The woman's hormonal system is profoundly disturbed, she is subject to possibly serious depression, she loses many of her secondary sexual characteristics for example, her breasts might shrink and become flabby, facial hair might appear along with a coarsening of the features, and of course her sexual drive is greatly diminished, especially in a girl or young woman. For these reasons I am opposed to removing the other ovary, as a rule. Do you follow me?

Mrs. Hillyer, this girl is sick in more ways than one. She is an extreme psychoneurotic with uncontrollable sexual impulses. It would be a mercy to spare her the suffering she causes herself and others. Therefore I recommend as a therapeutic measure the removal of her second ovary. It is ethically and medically the only proper decision in this case and I suspect your husband agrees with me.

Now, may I say, I am against that particular procedure, as a general rule. But in a case of near nymphomania, it does n't seem monstrous to me at all, but medically advisable.

Yes, I understand you, but you have misunderstood me completely.

Actually of course I wo n't operate, I do n't do major surgery. Dr. Hardy will operate and of course he'll be guided by your wishes in this respect.

CUT TO a shot of Mother , Daddy , Buddy , Doll and Waski as Daddy comes out of the Doctor 's office and shuts the door .

CUT TO a shot of Daddy , Mother and the Hillyer children in a hospital elevator as a black elevator operator runs them down . Daddy has his hat politely removed and is staring pensively ahead .Daddy purses his lips but says nothing . It is obvious the `` epizootics '' have saved Rose , at least for the time being .

A SHOT of Rose in bed in her own bedroom . She is propped up on pillows and wearing a rather attractive pink silk housecoat of Mother 's . A tray is on her lap and she is eating her supper as Buddy sits on the edge of the bed talking with her , or rather listening to her . It is obvious she is well on the road back to health .

CUT TO a shot of Mother opening the front door . Dr. Martinson is there - with his black bag , an icy polite look on his face. ;

CUT TO a shot of Buddy and Rose in Rose 's bedroom .It is a very long speech and delivered with a non - stop vitality that leaves Buddy a trifle groggy . Slowly , he shakes his head , as enter Mother .

A SHOT of the Hillyer family minus Rose eating dinner in the dining room . The meal is almost finished , Daddy cutting apple pie .The CAMERA FOLLOWS Buddy as he slips out during following speech .

CUT TO a shot of Buddy as he goes down the hall , eyes narrowed . ON Buddy posted in the doorway of the living room . He has his hands on his hips Daddy - style and is staring sternly up the stairs . CUT TO A POV SHOT of Dr. Martinson with his black bag in hand and shoulders hunched coming down the stairs . The man is slinking , has quilt written all over him . As he goes down the stairs he glances to one side , sees Buddy and frowns . The man gives a sudden nervous start of fright as we hear Daddy 's voice loud on the TRACK .CUT TO A POV shot of Daddy at the rear of the downstairs hall , napkin in hand and hands on hips . He is staring sternly at the doctor . CUT BACK TO the Doctor . He glances nervously again toward Buddy . ANOTHER POV SHOT of Buddy . Looks just like Daddy , hands on hips . ON Dr. Martinson , as he looks back at Daddy .ANOTHER ANGLE on Daddy as he walks forward down the hall toward Buddy . The CAMERA PICKS UP Buddy and both of them grimly stare after the fleeing doctor .

A SHOT of Mother and Rose and the children in the kitchen . We see a sewing machine and evidences of dressmaking . Rose has on a new and modest little dress that Mother evidently has made for her .Rose casually pulls the dress over her head and stands there in panties and bra , oblivious of Buddy and the children . She has about as much modesty as a small child herself .

A SHOT of Daddy , Mother , Rose , and the children all in their Sunday best going up the steps of a church . Rose looks virginal in the modest dress Mother made for her .

A SHOT of Rose , Mother , Daddy and the children on a bench in church . We hear singing . Rose looks innocent , virginal as she sings . Mother gives her an approving look , exchanges glances with Daddy .

CUT TO a shot of the Hillyer family coming out of church . We see them shaking hands with the Minister . Rose smiles sweetly , modestly .

CUT TO a shot of the Model A driving up in the driveway of the Hillyer house . ANOTHER ANGLE on them all as they get out of the car . Rose takes Doll 's hand with one hand and Waski 's hand with the other .Mother , Daddy and Buddy watch Rose go up the steps with Doll and Waski .

CUT TO a shot of Daddy and Buddy in a rose garden below the windows of the house . It is Hawkshaw the Detective and his Unwilling Assistant . Daddy solemnly points to dim marks in the flower bed .

CUT TO a shot of Daddy and Buddy back in the garage . They are scrutinizing a wooden ladder that hangs on pegs alongside the garage . All Daddy needs is a cap and a pipe to be a dead ringer for Sherlock Holmes . He is in dead earnest about this , it is no Joke and he does not dream of being funny .Buddy stares at him in apprehension .

A shot of the whole family at dinner including Rose . Daddy puts down his napkin .

CUT TO a shot of Buddy , Doll and Waski in the upstairs . They tiptoe along furtively .

CUT TO a shot of Buddy leading Doll and Waski down the steps of the cellar . The CAMERA follows as they walk past an ancient coal - burning furnace and .

climb up into ' a crawl space beneath the front of the house . A shot of Buddy , Doll and Waski crawling along on dirt in the crawl space under the house . They come to a floor heat ventillator grill and stop . Buddy holds his fingers to his lips and listens intently .

CUT TO a shot of Daddy , Mother and Rose in Mother 's bedroom study . We see the grillwork of the heat ventillator in the floor . Daddy is at the climax of his speech .

CUT TO a shot CLOSE on Buddy , Doll and Waski in the crawl space . Buddy is smiling in relief . He whispers to Doll and Waski .

CUT TO a shot of Buddy , Doll and Waski as they climb from the crawl space down into the cellar by the furnace .

A shot of Buddy sound asleep in his bed in the early gray dawn . As we DISSOLVE IN on the shot , we hear a loud BANGING and DADDY 'S VOICE .Buddy sits quickly up in bed , at once pushes back the covers and gets out of the bed , hurriedly reaches for his khaki pants .

CUT TO a shot of Daddy in the upstairs hall . He is fully dressed and is banging angrily on Rose 's door .ANOTHER ANGLE on Buddy as he hurries down the hall up to Daddy , in khaki pants and pulling a shirt over his head .ANOTHER ANGLE on Daddy as he bangs on the door . We see a frightened Doll in her nightgown in the b.g. down the hall , a hand to her mouth . Daddy commences kicking at the door . ANOTHER ANGLE , CLOSE ON Daddy .Finally , the CLICK of a bolt and slowly the door opens . We see a wide - eyed , terrified Rose . She has a sheet around her and evidently nothing more .

CUT TO a shot of Daddy in the bedroom . He yanks open the closet door , looks under the bed as he talks .In her distress and dismay , the sheet has come down over Rose 's shoulder and one of her breasts is exposed .The CAMERA follows Daddy as he strides angrily toward the window and leans out of it and stares down . Rose makes a little whimpering sound .

CUT TO a POV shot of the garden below as seen by Daddy from the window . We see lying on the ground BILLY , the Sulky Boy who scared Mother . He wears only undershorts and is groaning , holding his leg , which evidently he has injured in jumping from the window .

On Daddy , as he turns from the window to Rose .Daddy gently pulls the sheet around her to cover her breasts .

A shot of Daddy , Mother and Rose at the kitchen table drinking coffee in the early morning . Daddy looks grave , Mother looks sad , and Rose is crying into a handkerchief .

A shot of the family at breakfast in the dining room . The dissolve suggests that some time has gone by . Daddy looks a bit grim , Rose has a wan and depressed expression . Mother looks worried .Rose rises and he watches her leave , then turns to Mother .Rose returns with coffee and pours it out for Daddy .Daddy watches Rose exit to the kitchen , then leans forward and speaks to Mother , his expression a bit sly .

A shot of the Model A coming up the driveway of the Hillyer House . It is late afternoon . CUT TO a shot of Daddy getting out of the car . He has a triumphant little smile on his face . A shot of Daddy as he walks onto the patio , a rolled - up copy of the Glenville Tribune in his hand and his straw hat on the back of his head . He definitely has a triumphant expression . Buddy on the patio notices it .

CUT TO a shot of the kitchen on Mother and Rose . Mother is helping a rather wan Rose prepare dinner . Enter Daddy .Rose bows her head and begins crying .Rose sits head bowed at the kitchen table .

CUT TO a shot of Buddy outside on the patio , listening intently at the window . He leans forward with a keen interest , eyes wide .

CUT TO a shot CLOSE on Daddy . He is peering intently at Rose .CLOSE ON Rose , as she turns , weeping .On them all . Daddy and Mother stare in shock at Rose .Buddy ducks down out of eight instantly . Both Mother and Daddy , however , are too preoccupied and upset to be concerned with him .Rose stands up .Rose lifts her dress and Daddy leans forward eagerly to confirm his belief . Rose stands there with her skirt lifted . She has on a pair of skimpy white panties . An unmistakable , definite protrusion can be seen in the area below her navel just above the line of her panties . A stupefied look is on Daddy 's face .

CUT TO a shot of Doll walking up onto the patio with schoolbooks . The CAMERA follows her as she walks over to Buddy , who is crouched down eavesdropping at another window . She whispers to him .

A shot of Buddy and Rose in a rather elegant Doctor 's waiting room . It is night and they are alone on a small sofa . Buddy has a very solemn and worried look . Rose lies weeping in terror on his shoulder .

CUT TO a shot of Dr. Martinson 's private office in his home , quite a bit more luxurious than his office at the hospital . A sober - looking Mother and Daddy sit talking to him . He almost seems to relish the situation .Oddly enough , in the stress of the situation , Daddy now seems almost friendly to Dr. Martinson , whom previously he considered a polecat .

CUT TO a shot of Buddy and Rose in the waiting room . He is helping her lie on the couch on pillows as she weeps , a hand over her face .

CUT TO a CLOSE shot of Dr. Martinson . An expression of distaste is on his face . The CAMERA pulls back as he talks to Mother and Daddy .A long , frozen pause as both Daddy and Dr. Martinson stare at Mother in surprise . She stares at the Doctor with fire in her eyes . He seems already to shrink a little . Finally she speaks with a calm fury .Dr. Martinson stares at her in fear and shock , intimidated by the calm fury and ice - cold moral indignation . He opens his mouth as if to speak , but no sound comes out . Mother turns to Daddy .Both Mother and Daddy totally ignore him . Mother 's eyes are fixed on Daddy and he is struggling with himself , staring down at the floor .Daddy finally looks up at Mother and admits his error like a man .Mother turns from Daddy and walks up to the desk and stares down at Dr. Martinson as if he is a loathesome bug upon which she intends to step .

A shot of the Model A parked on the street outside a hospital in a small Southern town . We see Daddy slowly pacing back and forth in front of the hospital entrance , his head bowed and his hands clasped behind him . ANOTHER ANGLE , CLOSER on the Model A. Buddy sits in the middle on the front seat , Mother is at the window . Doll and Waski are on the back seat . They all are staring with pale worry at the pacing Daddy fifty feet away . All are frightened , Mother is very pale . Doll has a tiny handkerchief to her eyes and is half crying . Even Waski is very scared .CUT TO a shot of Daddy from the POV of the car . He looks at his wristwatch , frowns and walks into the entrance of the hospital . ANOTHER ANGLE , on them all in the car . They wait , pale and silent . Doll sniffles in her handkerchief .CUT TO a POV shot of Daddy as he slowly walks up to the car , his straw hat in his hand . CUT TO a shot of Mother CLOSE on her face as she stares at her husband as if trying to read the news on his face . A tiny frown comes on her forehead as icy fear comes in her eyes . ANOTHER ANGLE , CLOSE on Daddy as he walks up to the window of the car , hat in hand . A trace of tears can be seen in his eyes , but when he speaks his voice is calm .ANOTHER ANGLE on Daddy and them all . In pale fear , mother stares at him , uncertain what has happened .As mother sighs in heartfelt relief .

A shot of Daddy sitting with mother at the kitchen table . Bright cheerful sunshine comes in the window that opens on the patio . Rose comes into the SHOT carrying a coffee pot , a sunny smile on her face .Daddy pauses , seems to be struggling with himself , he is frowning .Daddy stops beside her , puts an arm around her shoulders and with weary irony .Daddy wearily picks up his straw hat from the kitchen counter and walks out of the kitchen on the patio , as the CAMERA stays on Rose and mother .

CUT TO a shot of Buddy on the patio . He has eight or nine gourds on an outdoor table and is cutting round holes in them and emptying out the seed . He glances up as Rose walks up to him , pocketbook in hand . She seems a little sad . But she smiles at him .

CUT TO a shot of Rose and Buddy on a beautiful summer day walking in the garden behind the Hillyer house . They walk up to an empty rabbit hutch . The hutch is made of rough lumber and chicken wire and has cubicles for about a dozen rabbits .ANOTHER ANGLE as Buddy and Rose walk away hand in hand away from the rabbit hutch .HILLYER HOME - LIVING ROOM NIGHT A shot of Mother and Daddy in the Hillyer living room late at night . Mother sits with a worried expression on a chair , a kimono around her shoulders . Daddy is pacing worriedly in pajamas and a bathrobe . He looks at his wristwatch .ANOTHER ANGLE on Buddy in pajamas as he enters the living room .

CUT TO a shot of a 1930 's automobile in the Hillyer driveway at night as it drives up and stops before the front steps . ANOTHER ANGLE , CLOSE on Rose and Dave Wilkie in the car . Here DAVE is much YOUNGER , of course , and a rather handsome man in a stolid way . Even though he is younger than when we saw him on the plane , he is quite a bit older than Rose . Rose 's eyes are opened wide , she is a bit breathless , obviously something important has happened . Dave stares at her as if fascinated , almost as if awed .

I want to thank you for a wonderful afternoon and evenin'. Can I see you in the mornin'?

A picnic does n't involve roast meat, hon. At a barbecue you have a lot of roast meat.

Better wait, hon. It'll spoil your appetite. Have some barbecue first.

Well, we are off to Savannah, Mr. Hillyer. No more police work, I'm getting in the construction field.

CUT TO a shot of Daddy peering out of the window of the living room .

CUT TO a shot of Rose on the steps . Happy as a clam , she turns and waves at Dave in the car , then goes on up the steps .

CUT TO a shot of the front hall as Rose comes through the front door . She is very excited , happy .

The CAMERA follows her as she goes into the living room with her big news .

VARIOUS SHOTS of a wedding in a tiny country church . We see shots of Rose in a white wedding dress , smiling , happy . Dave is stiff and solemn in his best suit . Daddy gravely gives Rose away . We hear no dialogue here , MUSIC on track . We see Mother , Buddy , Doll and Waski in the front row , all in Sunday best and very solemn . We see a CLOSE SHOT of Rose 's knees trembling beneath her white wedding dress as a country minister marries them . VARIOUS SHOTS of a rather idyllic country wedding in a very plain , unpretentious country church , and .

A shot of Rose , Dave , Buddy , Doll and Waski at a picnic celebration outside the church by a running brook . The scene should be beautiful in summertime . We see a barbecue pit , homemade ice cream in the metal can , other picnic things . A happy Rose is kissing first Buddy , then Doll , then Waski . Dave smiles fondly , but rather stiffly at her .CUT TO a shot CLOSE on Buddy as he stares pensively at Dave . The CAMERA stays on him as we hear VOICES OVER . Rose is happy , Dave phlegmatic .The CAMERA stays on Buddy , as he stares pensively at Dave . He has no expression on his face at all .

A shot of Rose and Dave bidding goodbye to the Hillyers . Daddy , Mother , Buddy , Doll and Waski are in the model A. Rose is obviously on the verge of tears as Dave speaks solemnly to Daddy .Daddy starts the Model A.ANOTHER ANGLE on Rose as she weeps and waves the handkerchief .

A shot of Daddy and Mother in the Model A as Daddy drives . We see Doll and Waski solemn on the back seat , but Buddy is not visible .Mother pauses , frowning , she has her doubts , looks over her shoulder .Mother frowns in surprise . CUT TO a POV shot of Buddy on the back seat of the car . Now it is clear why we could n't see him in the other shot . Be is lying down on the seat of the car with his Sunday coat pulled over his head . ANOTHER ANGLE on Mother and Buddy , Doll , Waski . Buddy lies on the seat , motionless with his coat over his head .CUT TO ANOTHER ANGLE on Mother , from the front as she slowly turns back and stares thoughtfully ahead . The shot is also on Daddy . They both stare ahead in pensive silence . Finally Mother speaks .END OF FLASHBACK

ON Willcox Hillyer behind the wheel of the Hertz car . He is staring pensively ahead , a faint trace of tears in his eyes . It is a very faint trace , a look of mild irony and amusement is on his face .Willcox slowly shakes his head .

CUT TO a shot of the red Ford as it takes a turn - off from an Interstate .

CUT TO a shot of the red Ford as it drives into a rather bustling little Southern city that does not look at all like the `` Glenville '' we have seen . A lot of traffic , new roads , filling stations , prosperity . It could be Rome , Georgia as it is today .

ANOTHER SHOT of the red Ford going past a modern Holiday Inn in the city .

ON the red Ford as it turns into a familiar driveway , that of the old Hillyer home . But insofar as possible it looks different now , like a relic from the past . Maybe the house needs painting , the garden is in weeds - the place is not exactly dilapidated , but it is marked by time . A SHOT of Willcox Hillyer as he gets out of the red Ford and walks up the familiar steps of the front porch , travel bag in hand .

ON Willcox Hillyer at the front door . He tries the knob , opens the door and goes inside .

CUT TO a shot of Willcox Hillyer as he glances into the living room . The room looks the same but different - it is musty , dim . Willcox Hillyer stares at it as if haunted a bit , turns and the CAMERA follows him as he crosses the hall and looks into Mother 's old bedroom - study . This room is quite different . The four poster is gone . The room is dusty , musty , dark . Magazines are on the floor in a ring around Mother 's old study chair . We see `` male '' things . It is apparent Daddy lives alone in this room . A SHOT of Willcox Hillyer as he walks down the familiar hall back to the kitchen .

He looks around . No one is there . He glances at a modern refrigerator that is in pretty poor shape , glances with a frown at dishes in the sink unwashed . He goes on out to the patio .

CUT TO a shot of Daddy putting out seed for birds on a table on the patio . Daddy now is a very old man , but his personality and style are the same as ever . He looks up with a stern frown as Willcox Hillyer comes out on the patio .Daddy takes him by the arm , leads him back into the kitchen .

CUT TO a shot of Willcox Hillyer and Daddy as they enter the kitchen . The former opens his travel bag and takes out a bottle of Teacher 's .Willcox opens whisky , looks for glasses in the dusty familiar cupboard .Willcox pours out whisky .

CUT TO a shot of Willcox Hillyer and Daddy as they walk with their drinks out to the patio .ANOTHER ANGLE on Willcox Hillyer and the aged Daddy as they sit on the patio sipping whisky . Willcox Hillyer is not disturbed or worried about Rose , Daddy has been very casual and offhand about it and he has no inkling of what the news really is .Willcox Hillyer rises with his drink in hand and walks across the patio to the kitchen door .

CUT TO a shot of Willcox Hillyer as he goes into the kitchen . He picks up the whisky bottle and pours himself a very large drink . ANOTHER ANGLE , CLOSE on Willcox Hillyer as he stares across the kitchen lost in thought . BLUR - BORDERED SHOT OF ROSE in the kitchen , a sunny smile on her face as she pours coffee for Daddy . A very quick moment , only a few seconds . A CLOSE SHOT OF WILLCOX HILLYER in the kitchen , drink in hand , a look of grief on his face . He struggles to control himself , puts a hand over his eyes , then pulls himself together , turns from the kitchen . SHOT OF THE PATIO ON Willcox Hillyer and Daddy as the former walks up with his refreshed drink and sits down . He is in control now , his face is expressionless and he is seemingly calm .Daddy pauses , in trouble emotionally , but gets a grip on himself and in an almost dispassionate manner ; but powerful feeling is behind his words .CUT TO a CLOSE SHOT of Willcox Hillyer . Despite his efforts to control himself , tears are in his eyes . He clenches his teeth , takes a big swallow of his drink . ANOTHER ANGLE on them both as Daddy rises .SHOT OF WILLCOX HILLYER AND DADDY as they walk toward the red rental Ford . Daddy uses a cane . He is a very old man . Willcox Hillyer looks in pain , he grimaces as they walk along .CUT TO a shot of the red Ford going down the familiar driveway . SHOT ON DADDY AND WILLCOX HILLYER in the car . Daddy is staring fiercely ahead , Willcox Hillyer stares ahead in gloom . SHOT OF THE RED FORD as it pulls up in front of the Holiday Inn we have already seen . SHOT ON DADDY AND WILLCOX HILLYER in the car . Willcox Hillyer sits there staring off into space in deep gloom . Daddy eyes him and now relents . We see sympathy in his face .CUT TO a shot of Daddy and Buddy , now middle - aged Willcox Hillyer , as they walk toward the entrance of the Holiday Inn . MUSIC . THE END

Dim lighting , crowd buzz , a long line of the rich , the celebrated , the congenitally impatient . Everyone in this queue holds a reservation at least an hour overdue . Tourists ca n't even make the line . PAN ahead to . the burnished dining room , the tables of power , the elegant service . Covertly , many eyes are drawn to the one table receiving by far the most lavish service of all . Captains hover , presenting delicacies , pouring wines , murmuring obsequiously to a guest whose person they screen from our view . We can see , however . the honored guest 's companion . Ignored , bemused , across the table . This is DIGGER DOWNES , 36 , darkly attractive . Kind eyes , an intellectual 's mouth , Saville Row 's most unobtrusive and conservative chalk - stripe suit . He is gay , but you would n't guess it . Loyal and wise and generous , and you might . He watches with a quiet twinkle , as the Captains now step back , revealing to us . their most unlikely icon . JULIANNE POTTER , almost 28 , wears her favorite bulky sweater over a bunch of other stuff she pulled together in fifteen seconds . She is unkempt , quick , volatile , scattered , and beneath it all , perhaps because of it all , an original beauty . Dark liquid eyes , a cynical mouth , slender expressive fingers , which point to .She does n't like that idea at all . Shoots him a sharp look of doubt that makes him smile . Murmur .Places the moist lump of black rice before her . She takes a surprisingly small amount , rolls it over her tongue . Makes dead flat eye contact with Digger . And nods , it 's actually quite nice . The Captain breathes with relief . She turns her dark eyes to him . The tone says they 're pals .As the Captain splits , Digger looks around at the other tables , which makes many pairs of eyes awkwardly glace away .She glances at her two remaining waiters , who shamelessly fawn nearby .She leans forward , as if sharing something conspiratorial .Pushes the risotte across to him . He lifts a fork .She shrugs . Pulls a cellular out of a large , jumbled bag .She dials . He tastes .She 's punching in her code .Over the phone , we hear her answering machine .And her face changes . Warms . Just to hear the guileless voice .She looks impressed and surprised . Fancy place for this guy .As she hangs up . She still has that look in her eye . Digger has never seen that , and he likes it very much .She smiles . A sweet , natural smile that makes us like her , too . The Bohemian sophisticate has vanished .He pushes the risotto back her way .Her gaze sharpens . Hmmn ?She blushes . Shakes her head , no way .He knows her . She got restless .He knows .He nods , yeah .Hears the feeling . In her voice .Silence now . She covers with a smile .Ever since . Fingers turning her wine glass .No offense taken .That stops her . She has to say .Something she probably has n't confessed out loud before . Digger understands .He wants her to know he sees that .A young waiter arrives . Sets a boat of black squid ink beside her plate .The kid tops off her glass of meursault . Looking at her .The waiter hanging now . Openly listening .Digger sees the guy listening , gestures to her with his eyes . So she looks up .The kid stunned , speechless . People lose jobs for a lot less .He reddens and disappears .She places the tips of her index fingers together .And laughs again . Can you believe that ? But Digger is n't smiling . She wonders why . Begins to spoon black squid ink onto her risotto .He still has this real serious look . She 's still spooning ink .And everything . Stops . She lifts her spoon , mesmerized by the gravity of his tone .Holy . Fucking . Shit . It hits her like a ton of lead bricks . She shovels some swampy risotto into her mouth , without looking .She shovels in more drippy black goop . It is really disgusting .More goes in . Her lips and mouth completely black . Like a circus clown .Ink is now dribbling out of the black hole of her mouth and down her face . She absently dabs a napkin , keeping some of it from reaching her sweater .She realizes the full weight of the truth .Staring in each other 's eyes .

A variation on our squid ink risotto. Trace of Moselle, to sweeten the stock.

I'm writing it up as inventive and confident. Which it is. Off the record, I'll need an extra boat of the ink. Or a salt shaker.

If your ass is n't chapped, you are not a good - writer of note.

Is it sad to be an editor, and bask only in reflected insincerity?

See the pull of a book like Twenty Chefs, is not who I put in. It's who I leave out.

Is Newsday a real interview, or just some cute guy you're setting me up w.

I do n't send you men, anymore. You do n't know what to do with them.

God, it must be, what, months, huh? I ca n't wait to talk to you. I'm in Chicago at the Ritz Carlton.

No, no, the opposite. That's my best friend, Michael O'Neal. He sounds desperate to talk.

Sophomore year at Yale we had this one hot month. And, you know me, I got restless.

So I get up the nerve to break his heart. I tell him there's this dreamy exchange student from Pakistan who wants to, you know.

And he gets this. look. He says, `` I knew I could n't hold your interest'', which, of course, makes me feel like the shallow bitch I've always been.

Then he says, `` But what makes me want to cry. Is I'm losing the best friend I ever had.''

So I cried. For maybe the third time in my life. And I kissed him. And we've been best friends ever since.

Nine years, we've seen each other through everything. Losing jobs, losing parents, losing lovers. travelled all over, we've had the best times. The best times of my life, maybe. Just drinking and talking. Even over a phone.

He's the salt of the earth. Kind and loyal and generous. The one constant thing in my life, is he'll always be there.

Whenever George tells someone how steadfast I am, he always makes me sound boring.

Solid and genuine is not boring. Michael can be completely insane.

There was this one night in Tucson, like six years ago. we got amazingly drunk, I mean, Keith Richards time.

He takes a razor from his dinky little dopp kit, cuts his fingertip, takes my hand, does the same to me.

He says, `` Swear. When we're both 28, if we've never been married. we marry each other!''

See, he figured that would be a sign from God, or someone of comparable authority, that we'd misunderstood our destinies.

We never talked about it again. I do n't know what made me think of.

He's not proposing marriage, there's no way I'm buying one word of th.

This is awkward timing, Michael, I just joined this convent, and they never give your deposit ba.

I was calling Michael O'Neal, but seeing it's so late, I could just leave a mes.

Good evening, sir. You've been enrolled in the Obscene Call Of The Month Club, and th.

Yeh, well my old machine kept eating messages. I tried constructively ignoring it in hopes of improvement, but finally.

I just have to tell you this one thing first, okay? I mean this will hand you the biggest laugh of your adult life.

I was thinking about you, and I remembered this unbelievably insane night we spent together in Tucson, like a thousand years ago?

Well, that's great. You have n't really had anybody since Dingbat Jennylee.

Michael, it's Wednesday night, you ca n't possibly be getting married on Su.

OR, IN THE ALTERNATIVE, WHY ARE N'T YOU INTERRUPTING IT TO ANSWER THE PHONE?

You have no appropriate sense of emergency. My best friend is ruining his life.

Same difference. If you love someone, it's your duty to save them from themselves.

I'm a busy girl. I've got four days to break up a wedding, and steal the bride's fella.

She knows him maybe five seconds, plus she has billions of dollars, plus she's perfect, so do n't go feeling sorry for Miss Pre - Teen Illinois!

And do n't go feeling sorry for me, you do n't know me that well. We're only friends.

I'm gon na bring him back, man. Against all odds, y' know. Cos if I do n't.

And at my wedding. I'll be the only bride with her own best man.

Uh. How about promoting a bridesmaid? Someone you know for at least forty - five minutes.

That's why Michael and I were the wrong fit. Right from the start.

most sentimental schmucks I pity want a honeymoon after their wedding. Just to top it off.

garden sports, all. Little swing of maybe fifty degrees Fahrenheit, represents a packing challenge, but there's fine food and cocktails at a choice of Embassy Suit.

Takes one woman in a billion to put up with his array of shit. The guy is a one - man festival of idiosync.

You know how little air is in these things? I've seen statistics! Once you're trapped between floors.

I do n't know, hit men, whoopee cushions, saltpeter, something! The girl is impossibly impregnable. Even I want her to get the guy!

I guess getting him whacked would be politically out of the question.

I just admire your maturity, that's all. I mean, there are people who would find that kind of perfection boring. Day after day, year after year.

I heard. If San Antone sweeps Sacramento. What is this shit? You got ta get off the road by September anyway, when does Fall Quarter start?

all of it. She's leaving her family, her friends, everything she knows. She's putting her career on hold, and she seems a pretty ambitious, driven, kind of pers.

All to follow you in this dumb job, where you travel 52 weeks a year to College Station, Texas, and such. It's not a job for a grown man, Michael, Peter Pan never married.

I do n't think she's naturally the. submissive type. Are n't you afraid she's gon na choke on this stand - by - your - man shit after awhi.

I mean Walter owns the Sox, cable sports. most girls in her spot would be angling to get Daddy to offer you some juicy gig right here in t.

I guess you're right. That would be deceitful. manipulative. controlling. emascula.

It's Albanian, I think. Or Mongolian. Or Canadian. One of those. I bought it downstairs.

Dig, of course. Of course, of course, of course, of course I have a plan. Certainment!

This puts you in charge of Plan B, the unprincipled and insanely dangerous back - up plan.

Right. Your role. You know guys from Sports Illustrated, yes? I mean, you can walk right in there.

Awkward girls grow up on Audrey Hepburn movies. You would n't understand.

Bad games, bad towns, bad pay, bad flights, bad hotels, real bad food. Homeless, rootless, lonely, maybe your copy gets into one issue out of four.

Why would he trade that for running, say, a big piece of the PR at a powerful, complex, challenging conglomerate like your dad's?

By any yardstick that involves sanity, it would be the greatest thing that ever happened to him. Present company excepted.

On the other hand, he's proud. Last thing a man wants to admit, is being trapped in a dispiriting dead - end job that can never support a family.

Throw a man a life preserver. He'll say, `` Thanks, anyway, I'd rather drown.''

Oh, darling, my pitiful desires and ambitions are dirt beneath the manly boots of your priorities!

Two hundred seedy motels a year? Dinners out of vending machines? Waiting for you in vermin - infested corridors of dark crotch - rot locker rooms? This stuff makes me hot!

We make Dad your co - conspirator. Michael does a favor for Walter.

Walter's reorganizing his public relations, needs a brilliant guy who's close to him, who he can completely trust.

So you beg. Michael, please do this for Daddy, please, please, please, blah, blah, blah. it's only for six months. it would mean so much to me to help him out.

Bridesmaid gifts for two, well, assertive, outspoken, Tennessee debutantes.

Nothing here seems to quite capture their distinctive personalities.

Your call. You can live a lie. In a fabulous selection of Red Roof Inns. Or you can make one desperate stab at hap.

Great. I've got this girlfriend at the Justice Department? With all this time on her hands?

But you never know what you've got. Till you run your tongue over it.

See, I love him, too, as much as anyone here. And for a whole lot longer.

It is stupid, dishonest, desperate beyond belief, and ca n't possibly ever work. It can only end in humiliation and disgrace. Now can I say two words?

I picked up Michael's messages for him, at our hotel. I stole one.

Sir, this is important! Have n't you ever in your life cut one corner, to make something important turn out right?

It's a fax from Sports Illustrated from Ben Isaacson, Michael's boss.

`` Mike. We still have no answer to our E - mail of Wednesday. Which option do you select? I do n't mean to rush you, but Personnel needs to tie up the loose ends.''

He's said some things over the past few weeks. Look, this is why I came up with the idea of you offering him a job.

I just think of how. desperate he must be feeling. He's marrying a rich man's daughter, and he's about to become destitute. You know the kind of job market he'll be facing?

He's too proud to beg for help. And if you wait till this comes out, your offer will be like charity. Completely humiliating.

If you do it now, it's like he's helping you. He can accept with dignity.

Then it could all come out, sooner or later. Nobody should be in on this. Just you and me. Or, more correctly, I.

Well, he's still with the wedding party. And he asked me to get something he needs real badly from his room?

You would n't change your password, would you? You never change anything.

Mike. I hate this downsizing shit as much as you do. But I know this ca n't become as a complete surprise.

I think you ought to listen to her, Michael. This is her life, too.

see that's what I never counted on! I never heard of a brilliant moron before!

Michael and I are the same person! Self - absorbed and imperfect and vaguely loveable! We deserve each other!

I'm out of hope, I'm out of sneaky ideas, I'm at the end of my rapidly - fraying hysterical little rope! Help m.

What I mean, when I say annoyingly perfect, is that there is nothing annoying about her perfection. It is vulnerable and endearing. And that is annoying as shit.

Last night, she was crying, these big, real tears, when she thought she'd lost him. It was like there was a knife in her heart.

and I put it there. I hated myself, I grieved for her, I could n't enjoy one second of it! And then, when it did n't work.

Because I realized. When I see him say `` I do,'' that knife will be in my heart. And it will be there every.

You watch a guy caress his girlfriend's butt. You see an Old Spice commercial. Sentimental moments are everywhere, when you're in the right frame of mind.

and having `` done the right thing'' will only really be comforting, oh, maybe, five, six times.

He was in love with me every day for nine years. I can make him happier than she can.

I am breaking her heart in the short run, but doing her a gigantic favor! She would be miserable tagging along after this insensitive doofus!

Beyond reason. The feminist warrior will rise up in this kid, and she'll be standing over his sleeping form with a butcher knife, selecting from a short list of body parts!

A hint. The first word is `` Preparation.'' Then comes a letter of the alphabet, perilously close to G.

How do you know you can touch that plug? Are you a licensed contractor?

If I hear the words `` tell the truth,'' or any paraphrase thereof, I dive into the sink and pull you with me.

I told him, get the important stuff, Kim's ring. I'll collect the inconsequentials.

E - mail address. To Ben Isaacson, Senior Editor, Sports Illustrated, from. Walter Wallace.

My daughter's every happiness. And my wife's. And, least of all, my own, are in your hands.

Knowing you value our friendship, and the. cooperative relationship between our companies. I am hopeful of your help.

I have offered Mike O'Neal, my new son - in - law, a great opportunity in my company. This would also enable my daughter to settle in Chicago, near us, and pursue her dreams and plans.

To his own detriment, as well as ours, Michael will not accept our offer. While he works for you.

My daughter joins me in this plea for your cooperation and discretion.

Oh. I left this really important file in Walter's office. I have to send my editor some.

So Kim gave me the key. And Michael's on his way, to drive me down to Wal.

IS N'T THERE A GUARD? A JANITOR? A FUCKING CLEANING WOMAN? I'LL TAKE A BURGLAR! SOMEBODY'S GOT TA BE IN TH.

I mean, tomorrow. we'll all be busy with more important things. So.

It's just. up there. right in front of Walter's. y' know, computer. If memory serves.

We could use. his computer, to. just E - mail those suckers right ou.

I received the following E - mail this afternoon. `` Ben, I need a favor. My daughter's every happiness.''

`` Mike, the funny thing is, he's offering you a gig you'd be stupid to turn down.''

See, I'm a dangerous, criminal person. I do bad things to honest people. This, see, this smoking? Tip of the iceberg.

Make a citizen's arrest, I wo n't struggle. It'll be like getting Al Capone on tax evasion.

Should we take a walk? Or maybe some food sent up, or something.

Amazing, huh? I did n't do things quite your way. But. I got it down.

And forty years and nine grand - children later, when I sit with Michael on some rustic porch, slogging through our sweet swamp of nostalgic memories.

I guess I'm too exhausted to feel the elation I so richly undeserve.

God, it is toothpaste, they should sell this stuff commercially! Anyway, a girl does need her.

well, we're a bit past worrying about beauty sleep. Let's just settle for not frightening small animals.

Anyway, I could n't have done it without you. Even though I did, if you follow that.

I had the craziest dream last night? Walter and Kimmy had asked your boss to.

But the Scotch salmon was so fucking good, you decided to stay for brunch!

What the hell are you thinking of, the goddamn wedding is SIX O'CLOCK!

BECAUSE SHE'S AS CHICKENSHIT AS YOU ARE, YOU MORONS ARE MADE FOR EACH OTHER.

If you're waiting for `` Do you take this man?'', that's considered poor form.

You never want to do that, see, that's always a. costly turnover. As they say in the sport biz.

I have to say this quick, okay, or I'll have this massive coronary and you'll never have to hear it. Which you need to. Does that make any sense at all?

This is the dumbest thing I will ever do. So dumb, in fact, that I ca n't. I do n't think.

I've loved you for nine years, but I was too arrogant and scared to realize it. Now I'm just scared.

I know this comes at an inopportune time, but I have to ask this one really gigantic favor, okay?

DOES N'T ANYBODY LEAVE KEYS ANYMORE? WHATEVER HAPPENED TO TRUST?

I have to make a confession. Another confession. Besides that I love you. This is even worse.

I did n't know it would get sent. I just wanted you to. get mad at Kimmy. and.

I've done nothing but slimy, underhanded, despicable, not even terribly imaginative, things. Ever since I got here. Trying to.

Actually. Lower. I am the fungus that feeds on pond scum. Lower. The layer of mucous that cruds up the fung.

So you have to marry Kim. Because she will actually make you happy. I, in contrast, am a shallow, neurotic psychopath, with relatively little to offer.

Just promise you'll never tell me who you would have chosen. If I had n't confessed.

Cos if you would have chosen me. Then I threw away a perfectly good life. Just to be a decent person. Which is a questionable trade - off. Right?

And if you would have chosen some 20 - year - old punk over me. I'd have to kill myself.

You ca n't believe you've lost her! Sooner or later, you'll find her, and you'll look in each other's eyes, and you'll see all that love.

Course, if it's later rather than sooner, I'd hate to be you at six o'clock.

Okay, we'll split up. You go to every romantic place you guys have, I'll go. someplace brilliant, and the first one who.

It's Jules, you guys have n't had a call from, say, Kimberly, have you?

You are so right. What a nerve on that guy! Bring my dress to church, huh?

Let me in, baby, or I'll rip this damn thing off its non - code - compliant hinges.

I threw my arms around your husband. And kissed him with all my heart. Because I was so happy. For you. Nitwit.

We were bonding, we lost track, we're officially sorry, now let's put it behind us.

I'm a writer, too, not as good as Michael. But I do steal from quality.

If I have truly come to know your bride as my new sister. This is in her heart.

`` Understand. I'll slip quietly away from the noisy crowd when I see the pale stars rising, blooming, over the oaks.''

`` I'll pursue solitary pathways through the pale twilit meadows, with only this one dream : You come too.''

I do n't have a wedding gift. But this is on loan. Until you two find your song.

I noticed. I'm on the noon back. We have this thing with George's family in the Hamptons.

Jesus. You're supposed to take your make - up off before you apply the m.

trouser width, this is all classic. Which means safe, something I'd wear.

Tell him you've loved him for nine years, but you were afraid to realize it.

Tell him you know this is the worst, dumbest, cruelest moment to do this to him. But there it is, and he has to choose.

He'll choose Kim. You'll stand by her at her wedding. You'll kiss him good - bye. And you'll go home.

Digger and George are with family in the Hamptons until Monday morning. Brevity is even more in order than usual.

I was thinking. Maybe you might visit us for awhile. We've got the room made up.

Something so incredibly important, that if you turn me down, I do n't know what I'll d.

I mean she's a junior at Chicago University, she's twenty years old! Like when I first met you.

And her dad is like this billionaire who owns the White Sox and some cable empire, and you know how I've always been miserably awkward around those kinda stuffed suits.

Actually, it all starts tomorrow. It's one of those four - day weddings, with all the traditional events, and ten million people flying in from Madagascar such.

Well, the Sox are at home. SI's letting me do a profile on the Big Hurt. That's Frank.

If you ca n't come. And hold my hand. I'll never get through this.

Can you believe it? Can you believe I'm actually gon na do this?

I mean, we were skinny - dipping in Greece, just as pals, less than two years ago.

Julianne Potter, this is Hank and Gerry from SI, and you know Daniel.

see, that's what I thought at first. How can you like someone that perfect? No potential for long - range livability.

Luckily. The closer I watched, the more the fault came into focus. Each imperfection its own adorable slice of vulnerability.

No matter how many times I leave the toilet seat up, she forgets and puts it down.

And when I hug her, even in public. I do n't have to let go right away. She lets me hold her as long as I want.

I travel every week. College ball, motor sports, training camps.

The El's right down the street. Unless you're afraid of the neighborhood.

Last zoo we were in was. Beijing, yeah? Sure. The rhinos were fucking.

It's weird being the groom. All these things Kimmy has to take care of.

I wish you'd just. come out with it. I mean why are we waiting for Jules?

You gon na tell me Daddy thought this one up? All of a sudden, I'm the only jerk alive who can help him deal with the press?

And what am I supposed to do with my life, huh? I am 28 years old! I work in a low - paying, low - status, zero - respect job which, unfortunately, I happen to fucking love. How inconvenient.

No problem. A little bullshit about Daddy's `` needs,'' and presto, I'm a lap dog in high society.

Does it, really? How come you never took some sell - out establishment job? You had plenty of chances!

I'll tell you why. Because that is n't you. And it is n't me, either! We're the same person!

What a sweet little picture. Mommy and Daddy are n't losing a daughter, they're gaining a eunuch!

Damn straight, it's how I feel! What's their wedding gift, a little gold collar that says `` Mikey - poo''? Or do I have to change my name to `` Binky''?

Great! Tears! The big equalizer. You wait till two days before the wedding to drop this on me, and I'm just supposed to roll over and drool!

Fine. I'm an insensitive, chauvinist asshole, and you're well rid of m.

And I'm supposed to respect your fashion tips, because you're what, a New Yorker?

I'm just glad someone finally put this thing in its proper perspective.

I'll call George's parents. Tell them I need a best man who actually looks after me.

I've been thinking a lot the last couple days. About us, actually.

And I was thinking this could be our last time. Alone. Together. You know?

I mean, you commit to a wedding. And then it seems like. this. momentum, you know? You forget you. chose it.

You and I. I mean, in all our relationships with other people. We did n't use the word `` love'' a lot, did we?

Kimmy says. When you love someone. You say it, you say it out loud. Right now. Or the moment.

I will feel a glow just Thinking of you. And the way you look. Tonight.

And that laugh That wrinkles your nose, Touches my foolish heart.

Yeah, Kim told me they were giving you their Dueling Scarlet's act. Actually, they're sophomores at Juilliard.

Tomorrow is Sunday. Nobody's doing business. Crack of dawn, Monday, Walter'll take you up there.

Listen up, huh? Even if you blow this deal, how big could it be?

I'll drive you out there, we'll get the key, we'll go back to the office.

The fax is from Ben, too. Man, it's my wedding, and my boss ca n't leave me alone.

Mike. I ca n't believe I'm doing this to you on the night before your wedding. But I think you need and deserve to know.

She said `` How can I call everything off, what do I tell everybody?''

No, it's for the best, it really is. We were so wrong for each other.

The job thing would have broken us up, eventually, anyway. She could n't have lived with it. I know that now.

Maybe I'll go back to New York. Hang with you for awhile, huh? Ben'll understand.

Look, I came down here to face everybody. I did n't want to slink away like some coward.

I keep asking, how can I explain what happened? And I keep getting that same answer all night long.

I ca n't. And it does n't matter. I drove her to it, because I want things my way. And even if she did something tricky and unfair. she was blinded by love, okay?

She's giving up half her life for me, and I'm bitching because it hurts her.

Tell her. I'll marry her at six o'clock, if she'll still have me.

Nellie Fox. Walter likes the past. And he likes the little guys.

Kimmy's idea. She thought it would be such a romantic place. For our wedding dance.

I mean, do you realize what you've. well, of course you realize, that's why you're confessing, I mean. I mean. how could you do that?

I had to cover a game in Milwaukee. She saw me off. And when the train started to leave. I jumped up on the step, I help the handle, and without.

And she gasped, and covered her mouth, and the train was pulling out, and suddenly she screamed YES! Just once. And blew me a kiss.

It's because romance is n't mystery, and tricks, and doubts, and halting, unspoken longings. That's not the real romance.

I'm just thinking of how she's hurting. Lost. Alone. Like her life is over.

Why not live together amicably, with no sense of obligation beyond the moment?

As long as the sex is good. As long as no one more interesting has wandered into view. As long as the thousand conflicts of two individual wills remain comfortably compromised.

And when one feels the urge to move on, to explore the new. No guilt, no disgrace, no promise broken.

No agony of having dishonored a time. When our hearts. And the world were different.

The answer must be. That there is some need basic to the human heart. That embracing. the obligation of commitment. fulfills.

Some need to belong to one another in a way which rages against the notion. that all is impermanent. Against the notion of mortality.

Kimberly. I promise to love. And respect and comfort you. To hear your voice and your heart. Until we are parted by death.

Julianne furiously scrubs her blackened tongue with a toothbrush . Gray foam pours from her mouth , spattering the oversized basketball jersey she wears as a nightshirt . In the mirror , her troubled eyes dwell on Michael , flick to the cordless phone standing ominously on the closed toilet lid . She spits , sticks her tongue way out . Incredibly black . Great . Depressed , terrified , and disfigured for life . She snatches up the hated phone , and wanders aimlessly into . her bedroom . West Village view . Defiantly jumbled , aggres - sively eclectic . Traces of wonderful taste mixed with I - like - it - you - got - a - problem - with - that ? She stumbles around , rehearsing .Stops . Full - length mirror . She straightens her hair , to look her best .Not enough .Changes tone .She turns to continue pacing , and walks straight INTO a dresser . Stuns her , momentarily . Enough , already ! She punches up the number , primping absently in the mirror . When it connects .No such luck . Cut off . Waits . And then .She forgets herself . Because it 's good to hear his , too .She swallows .Silence . Come on girl , suck it up .More silence . Really quiet .Stops her . Like a brick wall . The sweetness in his voice .She 's going to have a heart attack .She blinks . It 's not . And just as a tsunami of relief begins to sweep away .And her smiles breaks off . Like a spine snapping . Because there is something in his voice .Never . She sits down , hard . Right on the floor .Like when . Julianne 's mouth is suddenly dry .She 's finally making her mouth work .Wow .There 's a knife in her heart . She can scarcely breathe .She 's staring at herself in the mirror .A straw to lunge at .So heartfelt . A lifetime of emotion welling in her eyes .Oh .HOLD ON Julianne . Staring in the mirror . Like watching the end of her life .

The closet , the armoire , all the drawers are wide open . Two huge suitcases open on the bed , into which Julianne is flinging clothes , as she fumbles to smoke and dial at the same time . Over the phone , now .BEEP .SNATCHES up a tiny , clingy , sexy dress . Pouts at it .She holds the dress against her body . It 's hot .She clicks OFF . Checks the dress in the mirror . Raises the short skirt a little higher .

Digger driving the open - air Cherokee up the ramp to United Airlines departures . Julianne , wind - whipped , trying to light a fresh cigarette from the butt of the last one . He glances over . Hates to see this .She sucks deep . Really deep .She is tight enough to snap . And at the edge of tears . Staring out at the skycaps , clinging to her cigarette , as he eases to the curb .She finally looks at him . He does n't say anything .He 's not . So her voice softens . Which shows the hurt .Tears now . Stand in her eyes .He wraps his hand over hers . She looks down at it .She wraps her fingers around his .Looks in his eyes .And she kisses his cheek . Jumps out of his car . Before she cries . Yanks her bags from the back . Brave smile . They trade small salutes . And then she 's gone .

The jetway disgorging passengers into the swarming ant colony called O'Hare . Julianne lugging multiple carry - ons , trying to pull fly - away strands of hair into place , nervous as a schoolgirl , looking all around , and . there he is . MICHAEL is tall and square - shouldered , a boyish grin , an unruly shock of hair . He looks gorgeous , sweet , and just dangerous enough to be irresistible . Worthwhile stakes . His face lights to see her , and she . RUNS to his arms , shedding bags along the way , slamming off heedless civilians , to be . SWEPT OFF the earth in strong arms , spun around , laughing like crazy , their cheeks tight together . When he sets her down . he kisses her nose . His arms are still around her .He beams . Turns . She follows his gaze , and . there she is . KIMBERLY WALLACE is 20 , small and slender , but it is a body to die for . The face is striking , not at all perky and vapid , but lovely and interesting . Worst of all , intelligent . She walks toward them purposefully , her eyes locked to the woman in her fiancee 's arms . At the last moment , Michael releases Julianne and Kimmy . THROWS her arms around the startled visitor . HOLDS her tight , with such genuine warmth that Julianne can only , slowly , hug back . As Michael beams .Her arms stay around the slightly dazed Julianne . The younger girl leans close , confides .Pale gray eyes . Alive with joy and intimacy .

All I've heard, from the day I met Michael, is Julianne this, and Julianne that.

My heart's in my throat, here. Right off, I have to ask this monstrous favor.

My classmate Angelique shattered her pelvis line dancing in Abeline on Spring Break.

The bridesmaids are my only two female relatives under forty. Identical twin debutantes from Nashville, who are basically vengeful sluts. With amazing bodies!

And since I already know everything about you. Including intimate facts I'm mortified to have heard, but too envious to forget. It's time for you to learn about me.

You're not up for anything conventional, or popularly assumed to be female priorities. Including marriage. Or romance. Or even.

Well, I thought I was like you. And proud to be. Until I met rumpled, smelly old Michael.

And then I found I was just a sentimental schmuck. Like all those flighty nitwits I'd always pitied.

just my bridal shower. And Michael has to meet our dads and the groomsmen at Comiskey for a one - thirty game.

I'm excited Sports Illustrated gave him this kind of shot, he's only there a ye.

It depends. If San Antonio sweeps Sacramento, we could start there. Or Phoenix. Or depending on Indiana - Clevel.

It's his career, I'm supportive. Look, I've been everywhere, I've seen the world, I've laid on a beach. I want to be with the man I love. That's what makes it a honeymoon.

his snoring, yeah. He says it's worse than ever. That snaffle one?

cigars in bed? I broke him on that. But the bathroom's a swamp, he wears Reeboks to dinner, tells the same, admittedly funny, jokes three hundred times.

loves action movies, subscribes to Playboy for godsake, reads over my shoulder, ca n't keep track of the checks he writes.

After two weeks of cataloguing all his faults, I made a command decision that changed my life.

He's not a balance sheet, so many wonderful qualities, so many faults. He's Michael.

But nothing ever could, ever did, give me a moment's pause about this marriage.

You'll always be there. In his mind. The perfect creature he loved for all those y.

I'm not joking. I had to face up to all my competitive drives, and believe me, I've got'em.

You're enshrined in his heart and memory. Unassailable. Which works out great.

Lived here my whole life, never heard of it. Until our first date.

He finds all these spots, everywhere he goes, it's a mystical gift.

It's not just clubs. This guy always knows the best everything. The best guitar store, the best beef ribs, the best Horowitz record, was he always like the.

Well, the school will be here. Architecture will still be around. Right now.

He needs someone incredible, someone really close, who he can trust.

It would only be, maybe, six months? Or three or four? It would mean so much to him.

All of a sudden, I'm supposed to drop out of school, forget my family, forget my career, forget all the plans I had for my life.

Whatever delusions I drove him to, there is truth at the heart of it. I want him to work for my father. I want to stay in school. I want a life of my own!

Michael. I promise to love and respect and comfort you. To hear your voice and your heart. Until we are parted by death.

Kimmy TEARING down the throughway in her Mercedes 500 SL , a dashing , confident driver . Julianne riding shotgun , hair flying , a total wreck , in the open convertible . Michael is happily crouched on the little platform behind their seats , hugging his knees . The roar of the wind makes it impossible for him to hear them .Kim glances over . At eighty miles an hour . A bittersweet look .Her eyes at once admiring and regretful .Shakes her head . An endearing youngster .She looks back to the highway .Julianne studying the delicate , angular profile . Hard not to like this kid .Looks over . The sweetest smile .Julianne just blinks .We CUT OFF a huge SEMI who BLASTS his horn . Kimmy fearless , oblivious , and analytical .Sees the off - ramp , and SLICES across FOUR LANES of speeding bullets in a heart - stopping nanosecond . This kid could drive for Penske . Julianne has to pound her chest to get her heart started . Looks back to see if Michael fell out . he is absurdly wind - blown . Gives her a beautiful grinning thumbs - up . Loves this stuff .Brings Julianne 's eyes back .Easing off the freeway . She meets Julianne 's glance .

The place is stunning . High - ceiling , soft light , large rococo mirrors , Louis Quatorze sofas and chairs . Michael wanders rest - lessly , fish out of water among designer displays and stylish female patrons . Takes a look at his watch .

A period sitting room , ringed with mirrors along its tapestried walls . Kimmy sits on a Louis Treize loveseat next to a stack of costly gowns . Watching with an expertise beyond her years , as . Julianne stands on a platform . A seamstress fitting her into a sleek pale daffodil - colored gown . There are pins everywhere , as the seamstress struggles toward a perfect fit . Continuously looking to Kim for approval .Julianne shakes her head . This one is beautiful .Julianne glances over .Oh . Well , yeah .And she stops . Not wanting to offend .The look holds . The seamstress keeps working , as if she 's deaf .She stands up . Walks to the platform . Smooths her hand over the fabric down Julianne 's back , along her hips . Communicating to the seamstress with her irritated expression .Pins start to come out . Kimmy points , these , too !She leans forward . So they can look at each other .Julianne swallows . It is that .And before anyone can breathe , she steps OFF the platform RIPPING the living shit out of the gown , right down the side . The seam - stress ' eyes FLASH OPEN in abject horror . Julianne , a deer in headlights , looks quickly around at the evidence of her screw - up in six different mirrors . Kimberly just steps to her , fingers the tear .And UNZIPS Julianne down the back . In her rush to step out , Julianne STUMBLES , but her arms are pinned by the pulled - down dress and she just . TOPPLES like a felled oak , THUDDING on her face , the gown RIPPING some more , the seamstress SCREAMING like an idiot . Then . Silence . Julianne looking up helplessly , a trussed hog , bound in her dress .Like you talk to a three - year - old . Deftly , Kimmy pulls the dress free , leaving Julianne in her underwear . Signals to the seamstress , let 's go .Opens the door .Closed SOLID . Gone .

Julianne sits on the loveseat in her bra and panties , lighting one cigarette from the butt of another . Suddenly , she hears . an ARGUMENT outside the door . Strains to listen . It does sound like Michael and Kim . We ca n't make out the words . She jumps up , dashes for the door , STUBBING her toe on the platform , SHIT ! , falls heavily AGAINST the door with a THUD that makes her wince , and . the argument stops . Damn . She opens the door a crack . Sees nothing . Opens it wider to reveal . a teenaged BOY looking right at her . He sends a true shit - eating grin and she SLAMS the door hard enough to RATTLE walls . She PACES furiously , helplessly , arms around her half - naked self , until . soft knock . The door opens a crack , and her daffodil gown comes through it .Stops . Because it 's Michael who has entered . With the dress .So he does . She flushes and SNATCHES up her own clothes , which were characteristically tangled in a heap , and tries desperately to untangle them enough to cover herself . He is amazed and amused by her embarrassment .She 's TEARING at her clothes , only making more of a mess .She seems ready to rip her clothes apart , so he gently takes them from her hands . She tries to stand unselfconsciously as he easily untangles them .She GRABS the clothes and covers the front of herself . Looking at him with a mix of emotions she could n't begin to sort out .He looks in her eyes . And nods , a little sadly . Guess they are .He walks to the door . Puts his hand on the latch . Looks back .The look holds . And holds . There is such feeling on both sides , she does n't know what to make of it . She swallows .And he 's gone . She looks around at six different VIEWS of her uncovered backside . Hmm .

The parking valets wait by their stand as the convertible pulls up . These girls must be late for something , the way they 're jumping out of the car .The valet gives Kimmy her ticket .They 're walking fast toward the garage elevators .Well .At the elevator . Kimmy SLAMS the button .End of story . Okay ?An empty elevator arrives . They get in .Kimmy SLAMS the penthouse button . Looks at her calmly . Go on .Julianne imitates an incredibly annoying high - pitched SNARL . Three times . Kimmy nods .Stopped at the lobby . A family of four gets in . Oblivious , Kimmy DEMONSTRATES the phlegm rattle . Really gets into it . As the family watches , Julianne tries her own version . Like that ? No . More like this . The family is looking at each other .Oh .Sucks in a breath .Ninth floor . The family gets out . The door closes .She SLAMS the EMERGENCY STOP button . We JOLT to a halt .Shakes her head .From her heart .Julianne 's face . Stops .Kimmy nods . Confides .A stopper .Julianne blinks . Excuse me ?Oh . Julianne smiles . LUNGES for the EMERGENCY button , YANKING it so hard it comes OFF in her hand . A terrifying BUZZER ensures .Begins BANGING random buttons , out of control . Kimmy watching this . Julianne looks WILDLY up .RIPPING off her platform shoes .Kimmy taps her . Points to the lighted panel . It says PH , they 've reached the Penthouse .Takes a heavy platform and begins BANGING the metal door with all her strength , sending resounding BOOMS throughout the area , as Kimmy reaches and . presses DOOR OPEN . The metal doors part , opening directly onto the banquet room , just as a mighty blow comes down , and the platform FLIES from Julianne 's hand straight BETWEEN . two identical stunning YOUNG WOMEN , serving as twin hostesses for the shower . A beat of mutually - stupefied looks , and we hear the shoe CRASH somewhere , to a small spattering of SHRIEKS .AMANDA and SAMANTHA NEWHOUSE , 19 - year - old twins . True Southern belles , with the faces of angels and bodies made for hot oil wrestling . Mandy 's hair is dyed ash blonde , Sammy 's is amber . Otherwise , the experience is similar .The girls cast identical blank looks at Kimberly .All eyes turn to an elegant woman of barely 40 . She has her daughter 's hair and eyes and slender form . But the bearing rules half an empire . Fonda would envy .She takes both of Julianne 's hands , and our heroine is sort of magically charmed . As if touched by Glinda the Good Witch of the North .Looking warmly in her eyes .Flicks a glance at the twins . Leads Julianne off .

Mah Gawd, it's the bride, and the woman she'll nevah live up to!

Have you sized up the groomsmen, Jules? As M. of H., you get first fuck. Do n't pick the short, hairy, rich one.

I'm Isabelle Wallace, and my handsome new son scarcely did you justice, girl.

Now, my husband says to scoot you over to the ballpark, so you can hang with Michael. But first, you have to meet a lot of really old women.

With those big, dark, haunted eyes. As if you were harborin' some. unspeakably. guilty. secret.

The one you better get the fuck off your third finger left hand.

Oh the way out of the crab house? We asked Michael if we could see the ring?

I saw this on Hard Copy. People cut off body parts and the hospital sew'em back o.

Do n't worry, baby. You could pick your nose with that finger and Michael would never notice. He's a man.

Oh, she's slipped out, the little monkey. Prob ` ly with Michael, doin' the nasty.

I had this crank call? From some guy who thinks he saw her? I said, what would a bride be doin', on her wedding.

Kimberly wanted to tickle the grandmas, so we figured, give'em a cheap thrill. Walter supplied the decorative touches.

Nose tackle from the Bears. power forward from the Bulls. defenseman from the Black Hawks. my personal favorite, the designated hitter.

This is USDA Prime, largely available, beef. With no notice - able competition, present company excepted.

Now, you have a choice. The idea is bride and groom should n't see each other on the magic day.

Cab crawling toward COMISKEY PARK through stifling traffic . Julianne oblivious , cellular to her ear .SQUAWK . Static . Then .Listens .She shakes her head . What a guy .

Game in progress . Watched by Michael , three groomsmen his age , two middle - aged men , and one bodyguard . Suddenly , a dull THUMPING at the door . It keeps up . They finally all look over . The bodyguard gets the door , revealing .One single tray . Holding fourteen beers . Balancing on one hand . Michael JUMPS UP , terrified at the impending mayhem this sight suggests .He stops in his tracks . The guys whistle .She goes first to the bodyguard .Heads down the row .She 's nodding , flawlessly plucking two beers each from perimeter of the tray , keeping the rest perfectly balanced in the center . Michael is flat dumbstruck . Next , a tall patrician gentleman with rolled - up sleeves on his hand - stitched silk shirt .Once again , she gracefully plucks two beers for the distinguished father - in - law .Sets them down . The man has a smile wonderful in its ease . Murmurs .A nod between equals . She moves on .She sure does , and effortlessly balancing her one - hand load , she dips to kiss a porky , balding guy with big - time shoulders . Straight on the lips .They go way back . He is uncomfortable at this rich man 's wedding , even as gracious as everyone has been . His watering eyes twinkle at her , and the voice has a trace of Boston .Despite SHOUTS from the others .Her innocent smile .BIG reaction from the guys , as she heads toward Michael with the last of the beers , not looking down at the FIELDER 'S MITT which lies right in her path , and as his lips part to scream a warning , she skips . neatly AROUND it . He 's in shock .As he takes away the remaining beers .Hot dog ? His eyes fix on her left breast . HUGE mustard stain . She ca n't believe it .

If he gives you grief, I'll have him skillfully beaten, where the wounds wo n't show.

My wife and I love this marriage, and deplore its circumstances.

As you guessed, my daughter is unhappy about giving up her life. And, in my opinion, cowardly in avoiding the necessary confrontation.

Mike has a world of ability. I'd do anything to have him in my company.

He's a great kid, but he's still a kid. Instead of recognizing that his resistance comes from insecurity, he'd turn it to anger. To protect himself.

from realizing that he's ignoring my daughter's needs, despite how very much he loves her.

They both have some growing up to do. But they're good people, they're starting with love. They've got time.

And that interests me. How someone who knows him so well could be so wrong.

Off to rehearsal. Send out this, and this, not this, this, and. that's it.

Michael and Julianne sit with their beers on the edge of the luxury box roof . The game , the stadium , spread out beneath them . Yet they are alone in the world . She dangles her legs , and we can hear her kicking the glass below .Drinking their beers . Side by side . Both stare only at the game .Keep sipping . Never look at each other .Shakes his head . This one really gets him .This is not the ammunition Julianne was hoping for .She looks over now . And Michael is looking back . Smiling the most wonderful smile . Her reaction shows that she thinks it 's for her , until .Hating herself for asking , but seeing no way out .The look in his eyes . She can hardly bear it .He seems so deeply in love .A beat . A slow nod . A quiet .

A slender black woman sings a SOARING Gospel number , backed by three ladies who could each solo in any church choir . It is mesmerizing , stirring , transcendent . The unseen audience CLAPPING FIERCELY in rhythm , SHOUTING support . SLOW PAN now . every face is black . We are n't in church at all , but a venerable blue club . One of those places you 'd swear everybody 's played , from Robert Johnson to Bessie Smith and back again . As the song ends , there is APPLAUSE , some RAPPING on tables with their knuckles or their drunks . We keep PANNING to a far corner . Three faces . Julianne leans across her beer to Kimmy .Kim shaking her head . Looks admiringly to Michael .She reaches slender fingers . Traces one back along his hair .Now he 's grinning at Julianne . And she likes that a lot .Together in the memory . As Kimmy watches .And , the first sniff of left - out .Julianne 's eyes flicker . Could this be a teensy opening ? Keeps her eyes , her easy smile , and her killer instincts trained on Michael .He nods , okay .He draws a breath .And the happy couple look at each other . They are awkward . Julianne 's heart soar like eagle .Could this be . The Mother Lode ?The couple still staring in each other 's eyes .And she smiles . Beautifully .

Michael putting Kim in the back of a cab . As Julianne watches .Kim smiles . He kisses her , tenderly , through the open window . She waves past him at Julianne .And drives off . As he watches after , Julianne comes up behind him . Slips her hand up onto his shoulder muscle . Starts giving a little massage .Turns his head , to see her . She 's still rubbing his shoulder .Share a smile . As always , it covers a lot of years .She looks around . It is an issue . But she remembers .She means that . He takes her by the hand . They begin walking .He 's let go of her hand now . Looking down at the pavement before him , fists in his jacket pockets .Hit a nerve . This is promising .Paydirt . Julianne 's Geiger Counter is going berserk .He looks over at her . No smile on his face . An edge we have n't seen . She shrugs .They 've reached the stairs to the El . A rickety train RATTLES above them . As they start up , she slips her arm around his waist .He slides his arm around her shoulder . Pals . They climb out of frame .

CLOSE on a shallow pool of water in a bathroom sink . Green powder pouring in , a hand SWIRLING it around , until .it becomes truly disgusting lumpy green mud .Follow the hand up as it SLATHERS the shit across her face in great green dripping gobs . She 's juggling the wall phone , trying to keep it mudless , as she assures Digger .More green slime . The Julianne we know disappears .Desecrates three hotel towels , wiping her hand .THROWS them in the bathtub . Fastidiousness a short suit .Reaches for her toothbrush , absently . All her attention is on the conversation and the hideous green face in the mirror .Without looking , picks up a tube of hotel shampoo .Squeezes it all over the toothbrush .Lifts it toward her mouth , liquid shampoo dripping from the bristles .At the last second . She stops . We do n't know why , because she 's still never looked at the brush .Turns on the tap . Tries to scrub the toothbrush clean , and DROPS the phone into the green swamp , which SPATTERS all over her front . Euucch . She 's stymied , agitated , circling the sink , leaning down to it .She sets the toothbrush down in her toiletries kit . Decides to YANK on the phone 's cord , and the receiver SPRINGS out , BOPPING her in the face . She 's so filthy at this point , she just wipes it clean on her nightshirt . Tells Digger .Lifts the toothbrush and tube of paste from her kit .Squeezes on the paste , lifts the brush to her mouth .JAMS it in her mouth , brushing as .Stops . The funniest look on her face . Down to the toothpaste tube . Which says BEN GAY . Oh .

Julianne and Kimmy cruise the stately display cases . Everywhere , the Tiffany logo , the silent , watchful staff in morning coats . As they browse , Julianne takes a blueberry Danish from a paper sack , and begins to eat . The staff notices . So does Kim .Hmm ?Kimmy does n't . But wipes a blue glob from Julianne 's face .Wrong ?Before ?Points to some jade pins . Kimmy wrinkles her nose .Smiles .None of this is lost on Kimmy . She 's wondered the same .Kim nods slowly . Way ahead of her .Kim stares back . A strange look .Julianne just blinks . Amazed .Pointing to tiny golden scissors in the novelty case . Kim so absorbed by the main topic , she has to force herself to focus on .Points to the tiny hand - lettered sign . Indeed . Kimmy shrugs , not quite it .Julianne points to a matched pair of large .Kim nods , oh . But ca n't keep her mind off .Hmm ?Oh , well .Kimmy nodding slowly . Her yearing achingly apparent .A very sweet smile .Kim nods again . Right . They are so bonded at this moment .Kimmy bites her lip . Her eyes go down . Self - conscious to admit .Her voice trails off .That brings the gray eyes up . Julianne bats her dark ones .Kimmy has to smile small . A self - awe gal .Julianne ` thinks it over . ' Kimmy waits for guidance .Simple .Kimmy nodding . Hope overriding reason .Turns up her palms . Viola !They share a smile .Mr. Mooney is the most gracious Brit salesperson ever to offer kindness , intelligence and thoughtfulness to a customer . He is large , sixty , with disappearing hair , watering eyes , and a manner that makes you think of immediately hiring a butler .Ah . Julianne nodding . Reflecting .Julianne digs through her jumbled bag .Tossing an object on the counter .It is a MASTERCARD . A gold one .They smile at each other . More bonded than ever .A beat . Can Julianne even make herself do this ?What do you think ? Julianne stares into the soft gray eyes . It 's now or never . The smile of a dear sister .

Something customized, perhaps? We can fashion most any item from gold.

Julianne enters with a really nervous Kimberly in tow . Approaches the maitre d' . We CLOSE to hear .Points to an escalator , leading to the mezzanine . Behind a glass wall , what looks like a British men 's club . Thirty guys and a billion cigars . As Julianne starts toward it .She turns back . Loves this shit .Her look is every bit as hard as his . He gestures to the escalator . She takes Kimmy 's hand , and up they go . We can see Walter in a big leather chair , enjoying a major stogie . Kimmy licks her lips . They enter . Every head turns . A nice range of reactions , from offended to attracted and points in between .Kimmy nods . Heads over toward her father . Julianne walks , confidently , even provocatively , to the wall lined with bins of cigars . Every eye in the place is on her butt . She runs her fingers over a few contenders . Plucks one out , examines it , puts it back . Walks a little farther . Selects another , big and black . Rolls it expertly in her fingers . Sniffs along its length . A guy comes over . Could be 40 , successful , a broker 's pin - stripe . Nearly as attractive as he thinks he is .Little lady , huh ? She glances at his coven of buddies , who pretend not to notice . Then , straight to the guy 's blue eyes .Ah . Wit . She holds up her cigar .Runs it under her nose .Takes a match from a cut crystal bowl .And she does . Moistening the full length of the cigar . The boys are laughing openly . She STRIKES the match . As she lights up .She glances at his wedding ring . Then , straight into his eyes .The way she says that . The guy swallows . We can see some of the air has been sucked from the room .Explosive LAUGHTER from the peanut gallery . As she jams the big Clemente Churchill into her mouth , she sees Kimmy waving her over from across the room . Without even looking at the guy she 's just put away . she crosses the room , Walter stands politely , looking very dapper , very powerful , and focusing on her with considerable interest . He waits until she sits on the edge of a costly leather hassock .She ca n't read this guy . Maybe that 's how he built an empire . She nods , yeah .He sits on the arm of his chair . Close enough to speak quietly .He puffs his cigar . Julianne puffs her . Kimmy looks on , a kid watching the grown - ups .Then he stops . As if reading Julianne 's eyes .One more puff .Julianne is a little stunned . Kimmy looks helpless .No smile on his lips . Straight talk .Spreads his hands .He looks to his daughter now .His eyes come back to her . A little sharply .A formidable guy . She meets his gaze .From her heart .

It's unofficial, of course. But, traditionally, the humidor is for gentlemen, only.

Julianne , fully dressed , sits on the closed lid of a toilet seat . The stall is tiny enough to arouse claustrophobia in an astronaut . Her cellular phone pressed to her ear , she is listening angrily , smoking ferociously , every call in her body running at red - line .She closes her eyes .Deep drag on the cigarette . For strength .She 's striped her gears . COUGHS horribly .

Julianne exits the stall . To face three BLACK TEENAGE GIRLS . Just staring at her .Julianne nods to the kids . They nod back . Damn straight . She exits the restroom , into . glaring sunlight . We are in the middle of the BROOKFIELD ZOO . And sitting on a bench , eating popcorn from a bag .She shudders .

Michael and Julianne walking together . He 's eating his popcorn . She carries a cardboard container with nachos , a gooey fudge waffle cone , and a large drink .She swirls a single nacho chip in cheese . But her heart is n't in it .And when she looks over . His eyes are waiting .They 're passing the hippo pen . But they do n't notice .So was that . He 's feeling restless , something . Does n't know quite what to say .He holds her eyes . Then looks down . Awkward . And the way he 's doing it begins to excite her .He looks up , neither one of them noticing that as they walk , she is about to . CRASH into a chest - high metal stand that displays animal facts . We have followed him as she is WIPED from frame . His face from shock . to amusement .to tenderness . PAN back to see her wearing everything from her cardboard container . Nachos , fudge sauce , Diet Coke , the works . It is really awful . Kids , bystanders , laughing cruelly . Her eyes fill with tears , and she tries bravely to smile against it .He takes out his handkerchief . And with that and his hands , gently scoops the worst of the mess off her . The fact that he 's touching her breasts and her body is something they pretend not to notice . She laughs softly , and a few tears fall , even though she does n't know why . Such an odd , raw , confusing moment . To the world looking on , they are lovers .And he kisses her face . Not quite her lips . But only an inch away . We can feel her heart pounding . He strips off his shirt , only a tank top underneath .Okay ? She sniffles , okay . Swallows .He puts his arm around her .Holds her close , as they start toward the restroom .We 're on their backs .

Julianne in T - shirt and shorts , rushes onto the deck of a sprawling beach club . Clutching her bag , she quickly surveys the scene . the entire beach has been taken over by the wedding party . Young folks , old folks , little kids , maybe 200 people . We SCAN with her to find a crowd around . a three - on - three volleyball game . Kimmy and two groomsmen on one side , facing Michael and the Tennessee debs . The twins wear spectacular bikinis and are surprisingly athletic , as well as predictably uninhabited . As the next point begins , Kimmy serves . Sammy in back makes a nice dig , lobbing to Mandy who sets for Michael 's vicious SPIKE straight THROUGH his best man 's hapless defense . The crowd cheers Michael , and as he turns , Mandy gives him a savage . CHEST BUMP of congratulation , that any NFL linebacker would be proud of . It puts the surprised Michael straight on his butt . Laughter , applause . The twins pull him up and Sammy gives him a hot kiss on his ear that makes the crowd react . Kim plays good sport . Julianne watches Michael 's body for a beat , then . dashes off . Down the beach , several barbecue grills have been set up . Manned by beach club staff and family alike . Michael 's pop , Joe , is dispensing beers from a keg . Kim 's mom , Isabelle , is coordinating the beans , potato salad and corn - on - the - cob table . Julianne races across the sand to . a huge smoky grill where Walter is basting baby back ribs , clearly enjoying himself . Julianne runs up to him , says something into his ear . He looks at her . Then turns his station over to a club steward , and follows Julianne down toward the lakeside . CLOSE now . As they stroll together , she 's a little breathless . He 's watching her profile , curious , silent . At the water 's edge .She reaches into her big bag . Pulls out a single folded sheet of paper .His face darkens . The easy smile fades . He holds up his palms .His smile returns . Just a little .The look holds . She thrusts the paper out . He still does n't take it .She opens the paper .He takes the paper . We see it now . Looks authentic .He looks up . He 's listening . Closely .She bites her lip . Seems so earnest .He does .He 's staring at her . But his mind is working behind his eyes .He taps the paper with the back of his knuckles .She nods . She knows that .She takes the paper back .The long straight look . Maybe he 's hooked .

Tall , gangly , young DESK CLERK . Lank hair , pimples . He looks up , beams to see .She 's flirting her ass off .And she reaches across the desk with her lovely , slender hands . Does it for him . Her fingers brush his chest on the way back . We can assume a woody .He does . His eyes flick toward his stately female SUPERVISOR , helping another guest across the way .The boy swallows hard .Not only does Julianne see her . The woman is looking back , while she 's talking to her customer . Not a pleasant look .

An elevator OPENS , revealing Julianne , carrying a gym bag . She looks down the long hallway , sees a maid 's cart . Heads the other way , briskly , to . a small ALCOVE . Opens the gym bag , pulling out a bath towel . Begins to yank her top up OVER her head . ANGLE . the young MAID now pushing her cart down the hall , wheels SQUEAKING , and from nowhere . Julianne DARTS into her path , barely covered by the towel held tight across her , she is grinning , blushing .The maid can only blink .And looks frantically up the hall , mortified that any moment a stranger could happen upon her predicament . Her eyes dart back to the maid . PLEASE . The maid just stares . Stares .Oh .

Julianne alone in his room , looking around frantically . No worries about this guy making his bed every day , stuff , clothes , strewn everywhere , the bathroom looks like a cherry bomb just detonated . She 's tramping through a bachelor 's debris , wearing only her towel , looking , looking . There it is . The corner of his LAPTOP sticking out from beneath a discarded bedspread . She SNATCHES it up , OPENS it , sets it on the cluttered desk , and . stops . There are wallet - sized SNAPSHOTS of Kimmy . Some alone . Some as a little girl . Some with Michael . And next to them . the plastic fold - out wallet inset . That he has not yet quite rearranged . So she picks it up . Leafs through , until she finds what she was praying would be there . Julianne grinning . Michael 's arm around her . On the deck of a boat . They have drinks in their hands . Happiness in their eyes . And she stares at it . Jesus , God , how long has he carried this around ? She flips through further , all the rest have her in them . Maybe half a dozen . Her heart is throbbing . Her eyes are damp . Back to the one on the boat . She slips it from the plastic window . Holds it . Then , gently . puts it back where it belongs . PUNCHES up the goddamn laptop . This is it , girl ! Do or die .Those words make her bite her lip . Damn , I 'm becoming a senti - mental slob . TYPES in .Yes ! We 're in ! Punching keys . Letters flying across the screen . Okay , we 're ready . Types .

Through the window , the wedding party barbecue has extended into night . Lanterns , music , lots more food , lots more drinks . In the distance , on the sand , Michael is slowdancing with Kimmy . Some - where nearby , the soft CLICKING of keys . We PULL BACK to see . a small clubby room . Books , leather , polished woods . Only two people here . Walter , looking on stony - faced , as a determined Julianne grimly `` struggles '' to `` find '' what she 's looking for in Michael 's laptop . And then . she stops typing . Looks at the text on the screen . Her eyes sharpen as she `` reads '' what Walter ca n't see . It 's an Oscar performance for our desperate girl . She turns the screen around .He reads . Reads . Reads . All the air comes out of him .She shakes her head . Nope . No way .She nods , gravely . Right . He looks in her eyes .She forces up a fleeting smile of gratitude . But Walter is n't smiling at all .

The hot saloon in Chinatown . Upscale , downscale , jammed , Michael and Kimmy at a small table in a far corner . CLOSE on them .She looks really scared . Turns her drink in her hand . Looking down at it .He takes her hand , tenderly .She smiles up at him . The best she can .She loves him so much , and she is sick with worry .Stops . Gestures with her eyes . Because her big sister has just entered . looking fabulous . Julianne wears a long sleek sarong , slightly see - through . Her hair is bound up with silver pins . As she moves through the room toward us , we can see that , for once , her make - up is flawless , understated . When she arrives at the table . Michael is beaming , admiringly . He stands up .He holds her chair . She exchanges an intimate smile with the anxious Kim .And he starts humming . The song is , `` The Way You Look Tonight . ''They sit . He looks from Julianne to his bride .Kim 's eyes flick to Julianne , who nods , supportively . The kid takes a breath .His face sort of comes to a stop . Nothing she can read , yet . He nods , yeah ?His eyes flick to Julianne . She looks down .She can see it now . In his eyes . She just ca n't tell how bad .So quiet . So cold . She is terrified .She swallows . Straightens her spine .Real quiet . Against the noise of this place .Just the thing . To bring that anger near the surface . He turns to Kim .A demand . Sharp . Accusing . She does n't like that .She 's trapped . Angry , scared . A deer in headlights .Silence .He ca n't even believe he 's hearing this .Shrugs .Glares in her eyes .Back to Kim .She 's crying now . Real tears on her face .She is sobbing now . She ca n't help herself . Which makes him totally crazy . He jumps up .A wrenching cry from her heart . It stops him cold . And before Julianne 's astonished eyes , Kimmy reaches out a trembling hand .Choking back the sobs .Michael blinks . Julianne blinks . For different reasons .Her fingers stretch , beckoning .Please , please , take my hand .People are watching , staring . These two see only each other .A frozen , forever moment . He steps to her . LIFTS her up in his arms . Into the deepest , most heartfelt KISS . And as she clings to him , people begins to APPLAUD , and whistle , and laugh . Julianne . In her pretty dress . Closes her eyes .

Julianne in her nightshirt , her back to us , sobbing into her cellular as she paces the room .We CLOSE as she WHIPS around , startling us with her grotesque day - glo PURPLE face mask . The green was better .Losing it . We know the drill .Clutching the phone .Tears are flowing . Which , over this mask , is not a pretty sight .She TRIPS over an open suitcase , and DISAPPEARS from frame . The THUD is slightly alarming .HOLD . On nothing is particular .

REAR VIEW of Julianne asleep on the floor , sunlight streaming in . A soft knocking on a door , somewhere nearby . She barely stirs . The knock becomes a strong RAPPING , and she fights for conscious - ness . Her back still to us , she . rises , STUMBLES to the door , which is now pulsing with an insistent POUNDING , and THROWS it OPEN , as we SNAP to . REVERSE ANGLE . CLOSE on Julianne 's face , still encased in a now - decomposing PURPLE MASK , her eyes SPRINGING wide , she SCREAMS in shock , and we SNAP BACK to . ORIGINAL ANGLE . Digger , watching impassively at the high - strung SHRIEK . In the silence that follows .He touches his face , and she realizes !Starts CLAWING at the overripe mask , but he grabs her wrists .She looks in his eyes . Realizing at last .He still holds her wrists . She brings one of his hands to her lips . Kisses his knuckles .

Julianne seated at the sink , staring into the mirror , as Digger gently applies soup , cloth and water to easing away the mask . A paleontologist restoring a Bronze Age artifact . By the side of the half - filled sink , rests her plugged - in curling iron .She looks up at him and WINCES , as the movement makes him scrape her face . He 's sorry .Looking in his eyes . Needs him to hear .Can you believe this ?She holds his wrists now . To stop him . To plead for understanding . Forgiveness .She almost choked on that last part . So she composes herself .She swallows hard . Fights for a grip on her determination .She sets her jaw .His eyes are gentle and merciless at once . No way she gets off this hook .And the defenses drain from her clay - ravaged features . The real Julianne is glimpsed .For ?Her eyes tear up .As the tears fall , he wipes at them , discovering .Oh .He thinks about this . Following her eyes to the toiletries kit , he browses for a moment .He stops on that note .She 's hysterical .Now . He 's curious .She reaches to test her curling iron , BURNS her finger , SHIT ! KNOCKING the appliance into the half - filled sink . She LUNGES for it , and a terrified Digger GRASPS her arm .Huh ?Oh .He reaches to pull the plug from the wall , and now she LUNGES to grab his arm , slipping , her face falling forward , stopping an inch above the sink .She looks from the plug down the cord , to the submerged curling iron . And back .He 's staring at her . Sweet , but intense .Oh . Again .Looking at her . Looking at her .

Julianne has cleaned up pretty good . She sits with Digger on a fashion - fabric sofa . They are side - by - side , studying something with equal concentration . And slight concern .PULL BACK to reveal Michael in his wedding tux , submitting to a final fitting from a stylish fitter .Michael smiles over . Digger smiles back . They live each other .Michael motions , okay , c'mon over . Digger rises , goes to Michael , the fitter steps back as Digger shows him .Fingers lightly traveling over the lapel , the side - stitching , the cloth straight down the spine .Yes ? Michael 's grin is back . Playful and friendly .Julianne loves that the boy are getting on .Said so naturally . That embarrasses Michael , who looks down , his smile suddenly awkward .Steals a glance at Julianne . She rolls her eyes . What a goofball , my outrageous friend .Julianne comes over .She runs her hands over his jacket , smoothing it everywhere . With tenderness that approaches transparency . Glances back at Digger .Pinches Michael 's ear . Looks in his eyes .She looks down . Michael 's nails are unclipped , with layers of impacted dirt . She touches his fingertips , a little more softly than she may have intended .Everyone looks down . She ZIPS Michael up .

Cutting edge salon . Loud , PULSING MUSIC . Digger and Michael in adjacent chairs , heads back , each smoking impressive cigars as their hair is styled . Digger 's stylist is a hot trashy female . Michael 's is a tall , flamboyant male in a day - glo vest . Each man has one hand soaking , the other being worked on by a manicurist , so Julianne goes from one to the other , removing their cigars so they can exhale . A seraglio feel to the way she does this . Now she 's arguing with Michael 's stork - like stylist . We ca n't hear over the music , but she keeps tugging on Michael 's hair , pretty passionate about her point of view . Suddenly , she GRABS the scissors to do it herself , and Michael . BOLTS out of the chair . WHOA !

Skycaps , guests of impatient travelers , a bus offloading forty Japanese tourists . A taxi cuts off a van to reach the curb . Out jumps . Michael . Opening the door for Digger and Julianne . Digger says something , Michael gives him a strong HUG . Julianne raises one finger to Michael , back in a second . Leads Digger off by the hand . CLOSE on them now . Alone in the throng .Digger just stares at her . Those maddening judgemental eyes .He touches her hair .Staring in her eyes . Even Julianne has run out of words .Digger is n't smiling . His voice low , beneath the crowd .He holds up one finger . Almost touching her nose .Wow . She looks frightened and moved , all at the same time . She kisses him on the lips . And walks away . He watches her go through the crowd . Take Michael 's hand . Lead him back toward the taxi .

The skyline of Chicago moves past us . Slowly . The NBC Tower , Cityfront Center .Up ahead , the Wrigley Building draws closer .REVERSE ANGLE . they lean on the rail of a cruise boat , easing down the Chicago River . Wind - blown . Close together .They smile at each other . Seem so comfortable together .She nods . That you have . Staring in her eyes .And she LURCHES over the railing , emitting a BARRAGE of incredibly disgusting sounds , her feet FLAILING in mid - air . He laughs , as he pulls her back down to the deck . Of course , it was all a joke . He brushes back her hair . Sighs . Stares .He has .That tightens her throat pretty good . When she tries to speak , out comes a dry CROAK that makes him laugh again . Softer , this time .He stops . Her eyes WIDEN in a burlesque of anticipation . So he smiles . She knows how to put him at ease .Passing under the Michigan Avenue Bridge . No one knows quite what to say .She 's smiling so easily . Who would guess her stomach is double - knotted .She watches his surprise .She holds herself together . Real soft with .He 's glad to hear that . And then .Is this a change of direction ? Or is it the direction she 's been praying for .She nods . Understands .We did n't .Long beat .Off in distance , the Centennial Fountain SHOOTS an eight - foot JET of water across the river . For Michael and Julianne it goes unnoticed .Hmm ?All Julianne can do is shrug . Then .She does n't want to cry . So she puts all the strength she has into fighting it back .He stops . Smiles that sweet , boyish smile .He holds up his arms . And she moves into them . He begins to dance with her , turning so slowly . And , yes , people are watching .She holds him closer . Bites her lip .He stops . He looks at her . She 's still in his arms .Right to his eyes .He does n't know what to do with that .Just like this . A long beat . And he has to say .Her eyes close . Then open . Utterly lost in his .

Julianne in crisp chalk - stripe trousers and a buttoned - up dress shirt . Her coat slung over her shoulder , she wanders through the Saturday - deserted office space . Desks , cubicles , monitors , silent . A row of executive offices standing empty , waiting for the custodian . Turning a corner , we hear . life , at the end of the hallway . A grand conference room with a glass wall . Walter , in shirtsleeves , running a strategy meeting for five . DEIDRE , his personal secretary , clicking every word into her laptop at warp speed . Walter sees Julianne through the glass . A comic take of pleased surprise . He comes out to greet her .Meaning , you . They smile at each other . Then .Julianne thinks back .He smiles at her line reading . But his mind is always probing .Her bright grin . His eyes linger on it .

Julianne enters the spacious corner office , high above the city . Closes the door , quietly , behind her . So anxious , she is practically hyperventilating . She goes , slowly to the vacant cherrywood desk . Its computer and monitor standing silent . She is stalking it , like a deadly animal . And then . She is there . Talking to herself , her own desperate support network .Sacred , filled with doubt and conflict . Her hands clutch at each other . Then , one flicks out . And the computer goes ON . The screen GLOWS . Waits for her . Her mouth is sand , her stomach water . She pulls the paper from her pocket . looks at it . Looks to the monitor . And begins . To type .And stops . Her heart is thumping .Does n't look easy . Licks her lips .She sits . And recites as she types .Here we go . This is it . Types .Nods , okay . Breathing hard . Types .Touch , that . Thinks . It has to be . Types .Almost there . Almost . Types .She stands up . Stares at the screen . Walks away . Walks back . Still standing , types .Is there a SOUND ? Outside the door . She HOVERS over the ESCAPE key . Waits . Waits . Silence . Types .She hits a KEY . The screen goes BLANK . The computer asks . DO YOU WISH TO SEND ? She tells the computer .Types NO . The computer asks HOLD FOR LATER ? And she types YES .She glances to her huge bag . Rummages through , pulling out a manila folder . Lays it by the blank computer . Fans out a few pages in a natural , disorderly way . Takes a step back . And stares . Struck to her gut . But when she has done .

Walter alone with Deidre now , signing a stack of documents , as she efficiently places one after another before him . When he glances up , he sees Julianne wandering the halls . Stands , tells his secretary .Slips on his coat . Oh . and by the way .On his way through the door .

Julianne and Walter enter the rear of a striking Gothic CHAPEL , pastel light slanting in through stained glass windows . We now see the full effect of her outfit , a man 's - style chalk stripe SUIT , tailored to fit her body , set off by a bold silk tie . Solid dynamite . She hangs back , while Walter proceeds down the vaulted nave toward . Michael , Kimmy , Isabelle and Joe , who stand casually joking by the altar . Scattered around are assorted groomsmen , ushers , an obvious flowergirl . Coming toward us , up the aisle . the MINISTER , early 40s , lean and quite attractive . Mandy is HANGING on his arm , pressing her body against him as they walk , murmuring urgent murmurs close to his ear . He 's a really good sport , and really uncomfortable . Sammy is walking backwards , right in front of them , DROPS her bag , and BENDS to retrieve it , as if oblivious to major cleavage on immediate display . Julianne is so lost in her own anxiety , she does n't even notice , until .Today , the girls ' voices are charmingly musically Southern , with none of the extreme accents we heard at the shower . The minister extends his hand .She shakes his hand , smiles graciously , but her eyes flick to Michael , now approaching up the aisle . The girls lead the minister away . Michael arrives . Looks her up and down .She smiles . One that glows a little .He nods .Oh , yeah ? Yes , ma'am . As she loses herself in his eyes .He pulls the box from his pocket . Somewhere , an ORGAN sounds . And as he is about to hand her the box .Such exquisite two - part harmony , Michael stops to watch .It is amazing . Soulful vengeful sluts . He is enthralled . Julianne simply impatient . She wants his attention .She takes the box from his hand . Opens it , as the singing CONTINUES throughout . The ring is delicate hammered gold . One of a kind .She 's staring at the ring .His master 's voice . He gives Julianne a smile . And goes . She 's left with the box . Gazes at the ring . Lifts it out .Slips it on her left hand . Ring finger .Touches it . Turns it on her finger . So many emotions .Tries to pull it off .It wo n't come . Not even close .

Michael and Kimmy wrote these words. She asked me to confide, mostly Michael.

The idea was, we're only marrying once. We have to remember it forever. Let's keep to the good stuff.

If anyone here can show just cause why this man and woman should not be married, speak now. Or forever hold your peace.

We have n't said much about God this evening, I know. But He is here. And He is happy. To bless His wonderful children.

In that Michael and Kimberly have given themselves to each other by solemn vows, and the exchanging of rings.

I pronounce them husband and wife. Those whom God has joined together, let no one put asunder.

Someday, when I'm awfully low, And the world is cold, I will feel a glow just thinking of you, And the way you look tonight.

You're lovely. With your smile so warm, And your cheeks so soft, There is nothing for me but to love you, Just the way you look tonight.

With each word, your tenderness grows, Tearing my fears apart. And the laugh that wrinkles your nose, Touches my foolish heart.

CLOSE on a bowl filled with squares of butter . HEAR the butt of conversation from a rowdy , friendly joint . Julianne 's right hand REACHES to the bowl , fingers trace the rim innocently , then . SLIDE the bowl into Julianne 's lap beneath the table . Her right hand MASSAGES all the butter into a gooey revolving mess . We can pick out familiar voices now , family in distance , the twins closer . As , hidden from view , Julianne brings . her left hand from her pocket . Yep . The ring is still there . The finger already red and swollen from pacicky efforts to pull it off . And as APPLAUSE surrounds us , Julianne . PLUNGES her ring finger into the morass of grease , frantically TEARING at the ring , butter SPLURGING on her pants , everywhere , as we PULL BACK to see . the long table covered with butcher paper , the family at the far end , the twins down here with us , a mug of beer for each place , as team of waiters with heaping platters of CRABS , which they . FLING across the butcher paper , as APPLAUSE continues from everyone but Julianne , who still struggles secretly . As the waiters set huge wooden MALLETS in front of each guest , Joe O'Neal rises , POUNDS the table with his mallet for attention .He COUGHS , unaccustomed to public speaking . Walter and Isabelle clap and call out support . So Joe lifts his mallet .And everyone does . With one exception . Trapped . She JAMS her left hand in her coat pocket , SMEARS her right palm sort of clean on the underside of the table , GRABS her mallet and JUMPS UP .Everyone applauses by banging their mallets . Joe RAISES his high . Everybody imitates .And everybody SNATCHES up their beers with their left hands , as Julianne DROPS her mallet with a HORRIFIC CRASH , grabbing her beer , looking up to .A hugely embarrassing half - second . Bailed out by .All turns .With a look at Julianne , Kim sets down her mallet gently , and performs a nasal HUM of the tropical standard , strikingly her nostril repeatedly for vibrato . It is charming , and everybody watches .

CLOSE on an actual , living , if geriatric , LION . He blinks from his cage , bored as hell . HEAR the surrounding noise , chatter , LOUD Sinatra music , of a very large party . PULL BACK to see . and overdecorated BALLROOM , in dim and dramatic lighting , dripping with the trappings of ANCIENT ROME . The mingling guests are the neatly one hundred females of the wedding party , most of them older women . They are served by wandering well - built ATHLETES in Roman togas or gladiator costumes . PAN TO . Julianne , still in her suit , hiding by a table piled with a carload of grapes . Her left hand still buried in her pocket . The eyes of a hunted animal . From nowhere .She JUMPS a foot , both hands FLYING UP , left one awkwardly slamming back into its pocket . The girls have snuck up behind her . They have changed into hot gowns that are really only wide ribbons wrapped around their bodies .Sinatra singing `` Stranger In The Night . '' Hugely - muscled , half - naked black and white studs , serving enchanted blue - haired ladies .Now they stare at her . With identical , really odd , smiles .Oh .Something . Their expressions are deliciously , identically expectant .Some .Uh - huh .Julianne blinks . Ring ?Ah . That ring .Julianne for once is speechless . To our amazement , the girls wear identical smiles of kindness and support .

Huge gleaming chaotic kitchen . Cooks , waiters , working at top speed . The three women RACE in , look around frantically , half the guys stop to ogle the twins . CUT TO . ANGLES . and industrial - sized jar of peanut butter . Julianne 's hand PLUNGES in , halfway to the rolled - up sleeve at her elbow . SMOOCHES it around , real good . PULL BACK to reveal . she is surrounded by the twins and six guys , all SHOUTING conflicting instructions . Julianne FLINGS off the excess SLOP . Tugs for all she 's worth .Nada . It wo n't budge . A sous chef WIPES her hand with a towel , a janitor CRASHES a tool kit onto the counter . THROWS it open , pulls out . a spray can of WD - 40 . Instantly , her hand is BLACK . The guy TUGS . No movement . He ca n't believe it .Sammy is rummaging through her handbag , pulling out .a tube of jelly . The letter K - Y. Julianne just gives her a look . Mandy pushes through with a butcher 's CLEAVER .The look has turned toward her .Everybody turns . The little girl in the doorway . Southern accent .Everything gets real quiet . Mandy takes charge . She rolls down Julianne 's left sleeve , RIPS the hem out of the cuff , so that it flaps down over her hand , covering the ring . Sammy wipes the black stuff from Julianne 's fingers .The twins lead her off . We 're on their backs for .

VIEW through a heavy glass door of the empty , dimly - lit lobby . PULL BACK to see Julianne , just as she . KICKS the shit out of the glass ! Almost breaks her foot .PULL BACK farther to see Michael still trying keys from a large key ring in the heavy lock . Sign over the door says WALLACE ENTERPRISES . Traffic hustles by , oblivious to her suffering .And she SLAMS her whole BODY against the glass , making it rattle ominously .She looks around wildly , hysterical .A good question . She needs a good answer .From his face , that was n't it .Apparently . He 's just staring at her .Now . He really does n't get it .So ?He sighs .Helpless .Her eyes fill with tears . He is mystified . Smiles tenderly .Touches her hair .And slowly , he takes her hand . Leads her way . She takes one backward glance at the locked door . Her last dream dies .

Michael and a disconsolate Julianne board the elevator . He presses 15 , she pushes 11 . Michael carries a handful of messages slips and an envelope . As the car starts up , she folds her arms across her chest , at the edge of tears . He does n't know what to do .He 's really concerned , ca n't bear to see her so upset .She wo n't look at him . She wants to die . The bell RINGS , the doors open to her floor . She just walks out . And he follows . They stand now , she with her arms crossed , lip trembling . She ca n't believe how close she is to losing it .He nods . Okay .Her mouth drops . She ca n't believe this .She THROWS her arms around his , HUGGING him so hard , so close . He laughs , she is so weird . She pulls back , beaming , glowing .She claps his hand . As they head down the hall .He 's trying to flip through the message slips in his free hand .She 's at her door , turning the key . He looks at the envelope .He follows her in , opening the envelope . Stops . Reads . And his face suddenly . freezes . To stone .And he looks up to her .He hands it toward her . She takes it , hesitantly , and he walks past . Toward the phone .Her eyes BUG OUT of her head . Holy shit ! We can hear him DIALING the phone . She keeps reading , it 's all there . How did this happen ?And when she turns .He looks more sick than angry . As if the heart has just been cut out of him . She does n't know what to say or do , so she just stands , staring dumbly .She nods , stumbles out of her room , closing the door behind her . Now she 's in the empty corridor , clutching her big jumbled bag , sinking down to sit on the carpet , her back against the door . She does n't look elated . She seems frightened , distraught , and most of all , confused . Because she ca n't understand why . She digs absently through her bag . Cigarettes . Box of matches . She lights up . Draws deeply . Somehow , she seems near tears , and laughs bitterly at that . Shakes her head at how fucked - up she finds herself . Squeaking wheels approach , but she is too lost to hear them .She looks up . A small , wiry man of nearly 60 , in a slightly faded but neatly - kept uniform . On his cart , a ton of bags .And inhales deeply . Leans back against the door , to look up at him more comfortably .That was n't sarcastic . He does n't know what to say .Another puff .Waves her hand .Now she seems angry . But not at him . Her eyes fill with tears .She squints at his nameplate .And she takes the cigarette from her lips . Turns it around , holds it out to him . Go ahead . He does n't move . Please ! And so . he reaches down , takes the cigarette from her hand . Staring in her eyes , he takes a deep drag . Savors an expert nostril - inhale of his exhaled smoke . Hands the cigarette back to her .She swallows . Wipes at her eyes . Finds a smile .He just nods . She waves . He waves back , pushes his cart down the hall . As she watches him go , the door behind her suddenly OPENS , and she . FALLS through it , flat on her back at Michael 's feet . Staring up at him , seeing that he looks as bad as she feels , she takes raw , deep drag .And crouches down . Close beside her . The cigarette drops from her hand , unnoticed on the carpet . So he lifts it , crushes it on the heel of his shoe .She just nods , obediently . Okay , I will .He tries to smile . It 's really hard .He lets the air out . Slow . So he wo n't cry .Shakes his head . Can you imagine that ?Julianne nods . Maybe that part is right . Maybe it would have ended anyway . Maybe she can pretend she 's not a monster .Looks deep in her eyes . He 's so glad she 's there .She holds up her left hand , the flapping sleeve falls away . The ring is on a finger that is swollen and raw .He smiles at that . A sad smile of friendship . Then takes her finger gently . into his mouth . It is something like a kiss . And when he removes her moistened finger . he pulls the ring OFF . Nothing to it . She blinks .He does n't understand that .She nods , sure . He kisses her cheek . Stands up .She nods again . Whatever you say . He steps into the open doorway .They smiles at each other . For real .Imagine that . The look holds . Just above a whisper .And then he 's gone . IN.JULIANNE 'S BATHROOM - LATE NIGHT Julianne brushing out her hair in the bathroom mirror , eyeing her image with evident dissatisfaction , as she listens to the receiver RINGING .BEEP .Her eyes find the pack of cigarettes . Next to her toiletries kit .Her fingers touch the pack . As if an object of significance . Takes it up .Cradling the phone against her shoulder , she carefully tears the top of the pack completely open .Reaches the pack toward the toilet .Turns it upside down , emptying a dozen cigarettes into the john .Drops the lid with a CLATTER . Hits the FLUSH .She lifts a tube from her toiletries kit . Stares at it , real close .Turns it over , reads all the writing . Yep .Squeezes some paste onto her brush . Carefully .Start brushing .Squints at her image . Laughs , spewing a little foam .She SPITS . Tells Digger 's machine .Wipes her mouth . Stares off . The eyes a little dreamy .

Julianne sprawled all over the bed , mouth open like a carp , sleeping mask against the daylight . A sudden RAPPING at the door , and she . sits BOLT UPRIGHT . Utterly disoriented , until she pulls off the mask . Stumbles out of bed , walking toward the firm KNOCKING , when . it stops . A message slip SLIDES beneath her door . She lifts it , barely conscious . This wakes her up . In one .

Julianne climbs from her taxi . Only slightly in awe , she sets off past the reflecting pool , which fronts a mansion of graceful stone and timber . It 's a hike today , because the circular drives is clogged deep with Bentleys , Mercedes , and waiting limos , vying for space with a score of delivery vehicles of all kinds , maintenance trucks , catering and florist and food vans .

Julianne escorted into an enormous room , where brunch is in progress for more than a hundred . She looks from the vaulted ceilings , to the frescoed walls , the inlaid floors , the massive pipe organ above the stone staircase , the oil portraits of Scottish ancestors and their favorite dogs . Isabelle has risen from the main table , and comes to her . All smiles . Julianne is in the Twilight Zone . What are these people laughing about ? Do they still think there 's a wedding ?Takes her arm graciously . This woman would make Anne Bancroft look coarse . As they walk .Julianne looking all around . Magic day it seems to be . Where the bell is a bride or a groom ?Pointing . THERE she is , obscured by a cluster of the appropriately fawning . She has the same hunted eyes and false , slightly manic smile Julianne wore yesterday . This , at least , makes sense .CLOSE on Julianne . Watching the brave , frightened bride .

A steward leads Julianne to the edge of an expansive rose garden , altogether elegant and comfortable with its long white picnic tables , where nearly a hundred guests casually dine , served by rolling carts . There , at the head table , Michael staring at us . He looks like a poor attempt to cover a hard night . She locks onto his eyes . What the hell is going on ? He looks helpless , miserable . She gestures with her head , follow me . Stalks off .

Bronze abstract pieces , some quite large , face a huge set of children 's swings , regulation playground size . Julianne sits in one , moving slightly back and forth . Trying to hold on to her temper and her sanity . In the distance , trucks are winding their way to and from the pond , where crews are setting up tents , lights , heaters for tonight . The circus has come to town . When she looks back . Michael approaches . Before he can draw a breath .She comes OFF the swing , PUSHES him back two feet .He swallows hard . Trapped .He just blinks .Thank you . She POKES his chest , punctuating .

A modern take on the Medieval castle kitchen , towering ceilings , dark wood , copper pots hanging , a series of walk - in coolers and freezers . The place is a madhouse of activity , as prep cooks slice , chop , sort , every kind of food imaginable , and delivery teams bring more . The girls walk through . Alone together in the eye of the hurricane . Kim choked with excess sentiment .Kimmy 's lip trembles . This is not how she thought of her wedding . The din is so horrific , Kimmy leads them into a walk - in meat locker . Even here , two BUTCHERS are dressing Eastern - fresh corn - fed carcasses .The men blink at each other .On that basis . They leave . Kimmy sits on a stack of packaged frozen fowl parts . Stares up with big , sweet , wet eyes .Julianne can not believe this .Leans in . Listen .Stops Julianne cold . Your fault .Harder and harder for Julianne to push . Her mouth is dry .Fragile and strong at once . A plea .A long beat .

The court has become a giant holding pen for tonight 's BALLOONS . There are maybe a billion in assorted colors already blowing in all directions , under clear plastic sheeting which has ben spread across the top of the court 's chain - link fence . Michael stands outside the court , clutching the chain link like a prisoner , as Julianne comes through the gate . From somewhere , we hear high , squeaky , alien voice - like SOUNDS . Incongruous against .Julianne absorbs this . As the bizarre SOUNDS continue , she WHIRLS around .We now see three STONER COLLEGE GUYS , who have been filling the endless array of balloons from helium tanks at center court . Clearly , they 've been inhaling their working materials .A Nazi salute . When she turns back .He absorbs that . And then .We watch the struggle inside her . Her voice drops .Now tears stand in both their eyes . The stoners are doing their Alvin and the Chipmuks impersonation festival in the B.G. , singing in castrato harmony . But our two do n't notice .Which is .Julianne swallows . For obvious reasons .The stoner are now helium - crooning `` Bridge Over Troubled Waters . '' Actually , they 're getting better .The stoners blend on the high note . It 's pretty moving .

PAN along a gigantic serpentine stack of wedding presents . Nearly twelve feet high , the pile curves along the balcony , high above the diners in the Great Room , extending al the way to . an organ loft . Alone , above the noise of the party , Julianne and Kimmy have just reached the top of the staircase . Trapped between ten tons of lavish gifts and the keyboard of the mammoth organ . Dwarfed by their surroundings , Kimmy draws the hardest breath of her life .Julianne 's eyes move over the young girl 's face .Kimmy YELPS in her ecstasy , FLINGING herself against Julianne , and they go DOWN full length across the organ 's pedals , BLASTING the room with a MONSTER CHORD of china - rattling volume and horrifying disharmony . As grown men and women SCREAM in spontaneous terror below , Kimmy begins to . LAUGH . And KISS and hug her new sister . And holds her tight .

Julianne and Michael walk the gravel path beside a breathtaking POND , ringed with WILLOWS that dig heavy branches to the water 's surface . He is relieved , reflective . Head down , he never notices that she is . dangerously freaked . Too petrified even to hyperventilate , we 're lucky she 's breathing at all . We watch her life unraveling before her glassy eyes .They pass an expanse of lawn which has become the event parking area . Family vehicles , delivery trucks , service vans . Everything that could n't fit on the circular front driveway .Searching for the right words .There 's a vague Stepford Wife quality to her voice . He hears that now , and looks at her . Maybe he ca n't tell she 's frightened . But he can tell she 's something .She stops walking . She ca n't look at him , so she looks around . Across the lawn crews are moving equipment into the brightly - colored tents , unfolding and setting up stacks of tables and chairs , raising the poles between which all those balloons will be strung . At the center of it all . a huge topiary White Sox batter , just completing a murderous swing . He 's maybe fifteen feet tall . She points to it .So Julianne nods . Because she does too . Squints up at Michael .He nods , you bet . Worried for her . What is this ? She looks in another direction , and we now see that we have nearly reached . a stage that 's been set up for the band . Chairs , music stands , sound equipment . A gleaming dance floor , already in place over the lawn . Next to it , a shimmering white GAZEBO . Like the centerpiece of a wedding cake .She takes his hand . They walk toward it .Looking down at her .Up the white steps now . Together . The gazebo floor has been covered with hardwood . The perfect place . For a wedding dance . And Julianne . turns , suddenly . He almost runs into her . She is staring up at him , so strangely , their bodies only inches apart . He is caught , transfixed by the intensity in her eyes .The coronary part does . We can feel her heart beating from here .And then , she does . She puts her hands flat on his chest . Looks in his eyes .A heartbeat passes .He stares at her , dumbstruck . She moves even closer .Holds her breath . And .And in a half beat of excruciating silence .His eyes are loving . They care for her . She swallows , lost in them .Slides her arms around his neck , and raises her mouth . to his . The most beautiful kiss she will ever offer . All of her heart is in this , and as his hands touch her body . a SCREAM rips the world to pieces . They whirl to see . KIMMY , halfway up the path . Her hands across her mouth , as if to stem the horror that pours forth as she SHRIEKS from her soul , and . runs . Back Down the path . Michael BOLTING after her , SHOUTING her name . A frozen moment , and . Julianne TAKES OFF after him . All three running , SCREAMING their various emotions at the top of their lungs , as workmen stop to watch from neighboring countries . Kimmy , staring from halfway there , has an insurmountable lead . LEAPS into her convertible and PEELS OUT , just TEARING up the gravel as she ROCKETS out of sight . No way to catch her . Still . Michael is racing for the cars . Julianne , sprinting her guts out , losing ground with every stride . Michael JUMPS into a Cherokee .He GRINDS the gears . She keeps RUNNING . His engine FIRES .He BLASTS OFF . She keeps going . Gasping for air , clutching her side , she 's dying here . Slams into a florist 's truck , looks inside , shit ! Next , a butcher 's van , looks inside , Jesus !Up ahead , Michael has STALLED the Cherokee . She still has a chance , DASHES to the next van . BORNSTEIN EXTERMINATION , a handsome rendering of a rat above the TOXIC MATERIALS warning FLINGS the door open . Stumbles in . Keys !Michael SPEEDS away . She KICKS the ratmobile in gear . LURCHES off .

Julianne tearing through traffic , desperately struggling to keep Michael 's Cherokee in view , while she shrieks into her cellular .Down the block , Michael WHIPS around a corner . We follow suit to see his destination dead ahead . Union Station . The DISPATCHER RADIO intrudes .Now she 's steering the car , tearing at the radio controls , and screaming into the phone cradled on her shoulder .Michael RIPS into the train station 's parking lot . We SWERVE around a taxi , CUT OFF Harley , CAREEN into the lot .Up ahead , Michael is OUT of his jeep and running .She SLAMS on the brakes , THROWING herself against the wheel .She TEARS the door open . SCRAMBLE OUT .WITH Julianne now , RACING through the lot , Michael vanishes INTO the Station , she PLUNGES in after him , BOUNCING off bystanders , apologizing , lunging on , gasping for breath , past exhaustion , threatening clumsily through the crowd like a staggering drunk , catching a lucky glimpse as he heads . DOWN a staircase to the TRACKS . My God , what 's he doing ? A second wind , fueled by panic , and she BOLTS after him , DANCING down the steep staircase somehow without killing herself , reaching the concourse to see him , running for . Track 29 , a train already RUMBLING , ready to pull out , she SPRINTS after him .He DISAPPEARS behind the train , she FALLS , skids , springs up , pushes through gaping onlookers , almost there , the train PULLS AWAY .But he 's just standing there . His back to us . Watching it go . Her body nearly collapses with relief . She pushes herself on , but her legs are n't working right in their maxed - out fatigue , and she lopes and staggers until she comes up behind him . He 's still lost in thought , staring after the train . She tries to speak , but there 's no breath . So she puts her hands on her knees and just GASPS for air like a dog . Wheezing , panting , trying once more to speak , but she ca n't yet , and then he casually turns and . JUMPS out of his skin ! A heart attack seeing her .He just blinks at this sweaty , ripped - up , maniacal figure .FLINGING both her hands across his mouth . A frozen beat . He nods , okay . Cautiously , she takes her hands away . At least she has made him smile , in spite of everything . At least she 's done that .This . He 's waiting to hear .You . WHAT ?! Synapse overload .She nods her head wildly , hair flopping .Bigger nodding .Shakes her head , like a two - year - old .And watching . As this begins to sink in .Staring in his eyes . Eyes she ca n't read at this point .Tears in her own eyes now . Big ones .Shaking her head .No .And to her amazement . The trace of a smile .She blinks at that . Which squeezes out a tear .He shrugs . Just above a whisper .She 's never loved him more .Okay ?He nods his head , still smiling . Her tears are running now . Maybe she does n't notice .She chokes back a sob .He nods , slowly . Because he 's supposed to .Ah . His smile keeps getting smaller . More loving . More wonderful .Good . She looks around .For her . The words leave a silence .Stares deep in her eyes . She needs to hear this .He grins . Has to admit .I did . Now her eyes tear up again . And she does n't know why .What a girl .Which makes him reach and touch her hair .Do you ?Tears in his eyes now . First time .Does she know that now ? He looks at his watch .Oh . That .He glares at her .She claps her hands , galvanized by the emergency .Strange tone . A gentle warning .Looks at her own watch . Shit !She looks up .

Uh, Unit Four Baker Charlie, how we cookin' on that Skokiie infestation?

Uh, what happens if you got that methyl - ethyl shit on your hands?

Uh, you got maybe thirty seconds before you're sterile. For God's sake do n't touch yourself, or anything.

Uh, this is One Monkey Zebra. It was n't bees in the gal's wall, it was cats!

She says gas'em, anyway, she'll pay cash. Uh. how do I pay this?

Julianne sits on the fender of this guy 's taxi . The driver smokes , paces , while she waits for a connection on her cellular . Then .A shallow laugh .Julianne 's face SNAPS to alert .Signals the driver , let 's GO !

Game in progress . Julianne and the bodyguard stand in the doorway of the deserted skybox . Everyone Walter knows is going to a wedding . The box is empty except for one cardboard container of nachos , extra cheese , sitting alone before a pulled - back chair .He sighs . Feels terrible about all this .Julianne nods . Yeah , big break , there .

Julianne BURSTS into the enormous chaotic restroom . Looks around wildly , no sign of Kim .Everybody stops . Pays attention .Silence . From the long line of stalls .Now everybody 's really interested . Julianne ignores them , strides to the stall . KNOCKS , like it 's a door . No answer .Some scattered APPLAUSE . From down the line .Oh . Scattered laughter . Julianne moves down the line . Stares at the door . We hear the soft , muted crying from within . Slowly , Julianne . drops to her knees . Bends her head low . PEERS under the door . What she sees , prompts a sad warning .And she crawls UNDER the door , on her belly . We go WITH her to see . Kim fully dressed , perched on the closed toilet lid , her knees drawn up , her arms around them .And pulls herself up to her knees . Kimmy tries to glare , but it just is n't in her .The world gets real quiet . An entire bathroom is listening . Julianne cocks her head to one side .Irony ? Kimmy sniffles .And leans close . As Kimmy flinches .A stunned pole - axed moment . And Kimmy 's eyes SPRING open . You mean ?Everything inside Kimmy BURSTS free in a torrent of tears .And DISSOLVES , sobbing , into Julianne 's arms . A beat , for Julianne to reflect , and then she strokes her tenderly .Kisses the top of Kimmy 's head .Kimmy holds her tight . From her heart .ANGLES . outside the stall . Julianne 's feet sticking out under the door .The two BURST out of the stall , hand - in - hand , at a desperate DEAD RUN past us . HEAR them EXPLODE out the door , and . five stalls OPEN . Women exit , crying .

A taxi pulls up in front of an ivy - covered CHAPEL , fronted by nearly a hundred souls , milling about in attitude ranging from overstimulated curiosity to clinical hyperanxiety . Our girls JUMP out of the cab , and half the crowd starts running toward us , twins in the lead .Kim WAVES at her mom by the chapel entrance . And takes Julianne 's hand for support .Everybody nods .

White . Pure blinding white . Across FRAME floats more white , this gauzy and ethereal . It settles , its roots planting deeply in the bride 's hair . TILTS UP to . the face of the woman who placed it there . Julianne 's eyes , appraising this bride we can not see . And so softly .Do n't worry .The words stronger . Because there is no smile .PAN DOWN the white until we are . CLOSE on the bride 's perfect slippers . HOLD . And .

Begins to slowly PAN BACK UP the length of an exquisite gown . We can tell from the organ , the nearby thrum of expectant voices , that we are nearing the moment . We reach . Kimmy 's hand . Firmly clasping Walter 's . Keep PANNING , the bodice , the lace , her throat , and finally , we are CLOSE on . the face of the bride . Now we understand the word radiant . We also understand scared senseless . Our perfect , unflappable Kimmy is in a trance of emotional overload where bliss and panic seamlessly blend . The organ 's noddling stops . Kimmy 's eyes alerted , like a small animal bearing a predator approach her thicket . Suddenly , the CHORD . The Wedding March from Wagner 's Lohengrin . Here . Comes . The bride . And we SNAP TO . FULL ANGLE . Kim and Walter . This is it .REVERSE ANGLE . Kim 's POV , the chapel , every pew packed , every neck craning this way , the white satin carpet down the endless aisle to where . Michael waits . Also in a zone of pseudo - consciousness . From which he attempts a smile . Not comforting . Kim 's POV WHIP PAN the groomsmen , the twins , LOCKING FOCUS on Julianne , standing strong and beautiful , a glow of her own in the daffodil dress . She sends her little sister a WINK across the trackless miles of aisle . You can do this , kid . So . Kimmy does . On her father 's arm , she walks the gauntlet of the world 's intrusive admiration . One step at a time . The most beautiful she will ever be . She is dazzling the crowd and managing to not throw up at the same time . And she 's there . At his side . She glances back to her maid of honor , just to make sure she 's not working without a net . So Julianne . CROSSES her eyes . Which lets the kid smile and finally take a breath . Have a little fun , huh ? Kim nods , got it , turns to . The Minister . Who stands before them with a calming presence . Thank God someone has done this before . The crowd has hushed . The Minister 's eyes are only for two . His words are for all .A ripple of laughter . Gentle and fine . They are setting in .A surprise . A pleasant one . The crowd adjust in its seats . As Michael begins .And on these words . We SNAP to Julianne . Share her interest in the bluntness , the simplicity , the unorthodoxy of this beginning .Her eyes . She 's listening .PANNING now . Other faces . Isabelle . Proud to the bone .Walter . His eyes damp . Against our expectation .Joe nods , as he hears .Julianne once more . No breath . Rapt .Her eyes have clouded . As if Michael is talking to her .And suddenly , ALL the feeling rises in her throat .And the tears come . They come freely , unhidden , unnoticed . As if they were needed . Michael now . Looking at his bride .Kimmy smiles at him . With love bigger than life itself .He is done . There is a silence .People LAUGH . The Minister holds up a sheet of paper . For the crowd to see . Mostly paragraphs crossed out in red ink .More laughter .Bigger LAUGHTER . The Minister waves this off , his little joke . Turns to the best man , pantomimes the ring . As the hammered gold circle is handed to Michael , Julianne absently scratches her still - swollen finger . Mandy taps Julianne on the arm , and produces . a matching ring . Take it ! Gives it to her . So Julianne steps forward . Places the second ring into Kimmy 's waiting hand . Their eyes meet , and hold throughout .Julianne CLEARS her throat . Kimmy 's heart flutters . In the silence . Julianne 's wonderful smile . Just kidding . Michael reaches for Kim 's hand , turns her gently to him . Places his ring on her finger . Holds her hands .She swallows . Smiles a fleeting , beautiful smile . Fumbles slightly , putting the ring on his finger .Staring in each other 's eyes . A moment so fragile , the Minister waits an extra beat .The Minister joins their right hands .CLOSE now on Julianne . For the inevitable moment .Unnoticed by the world . Her eyes are close .The eyes open . Wet , brave , ready for .Julianne watching . As Michael does .

This is what all the preparation was for . Tables , lights , balloons , the guests dancing on the hardwood floor , at the base of the gazebo . The bride and groom among them , relaxed and happy . Two who are one . PAN TO . the stage , the band playing . Julianne conferring with the twins and the band leader , clear that she 's giving the instructions . Then , she takes her glass of champagne to the microphone . KLUNKS it , for silence . The band stops . The dancers follow . All eyes are comfortably turned to the maid of honor . She looks to the couple . Just below her . Then , to the crowd .She raises her glass . Everyone at the table does the same .Shouts of support , a few whistles . Silence . She tells Michael .She has to stop . Swallows . Because she will not let herself cry .Deep breath . Looks in his eyes .A hush . SHARP applause . From four hundred hands . But not from his . He is too moved . Too understanding of what he has heard .And with that the band begins . The opening phrases of a song we have come to know . Michael seems overwhelmed . Julianne nods toward the gazebo . Michael takes his bride 's hand , leads her up the stairs , into his arms , as the twins step to the microphone , and guests begin to applaud an unscheduled wedding dance .Soft two - part harmony . As perfect as the words .Julianne can cry now . Because she 's tied with half the place .Julianne begins to sing . Unheard . Unseen . Even by the man she 's singing to .The band keeps playing . The dance goes on . Two people lost in each other . The way it 's supposed to be .

You're lovely, please do n't ever change, Keep that breathless charm, Darling, please arrange it, cos I love you. Just the way you look tonight.

Bedlam . Julianne caught in the middle of the throng . A young couple , dressed for travel , appear at the top of the staircase . The SHOUT are deafening . The bride has her bouquet . she spots Julianne far below . THROWS it her way , Julianne reflexively GOES FOR IT . not a fucking chance . The twins nearly TRAMPLE her in the stampede , Mandy WRESTING the prize from Sammy 's grasp . Everyone CHEERS , and then the couple is . FLYING down the stairs , RACING through the crowd with a protective phalanx of groomsmen bodyguards , heading for the door , for freedom . Julianne , trapped in the crush , loses sight of the couple , struggles against the flow , suddenly panicked by the certainty that she will never see him before . And then , he 's THERE . He has Julianne in his arms . Holding her so tight . An embrace so wonderful , so terrible , she could go mad from the confusion alone . Against the din , he murmurs in her ear .She sobs . Holds him . Deep , deep breath .And to her surprise .To her greater surprise . There are a few tears left , after all .She just ca n't speak now . So she does n't .This fucking guy . God , she loves him .Just above a whisper .And with the last of her strength .A chuckle . At the other end .We hear the CLICK . She turns her back on the stars . Shoulders straight . Chin up . She walks from frame . FADE TO BLACK . HOLD END CREDITS .

& Wash Westmoreland Current Revisions by Rebecca Lenkiewicz© 2017 Colette Film Holdings Ltd

Though I imagine it must hold a secret source of enjoyment - for the dentist.

Dear Willy, As I walked home by the river, the light shining through the trees, my heart filled with a kind of delicious pride. After all, you know all those fine women of Paris...so I must have something.

I want to wake up next to you. Trace your profile with my finger while you sleep. Know that the day is ours. That life is ours for the taking. We will be so entire and so happy, my love.

The one you were talking to? In the red dress. With the breasts?

Willy copies them out afterwards - so they are in his handwriting.

I don't accept it! You've been lying to me. All this time! I wait for you all day long! And I never ask you for anything because you say we have no money.

Then when you get into our bed...and I touch you...and I kiss you...and you say you're too tired...every night...no! No!

As a wife... or a mother... That you were just going through the motions?

It's all - just - new... That's all. I must get used to marriage.

I know who you are, Willy... And maybe I knew all along. But I want you not to lie to me.

I don't want to be treated like a little wife at home. I want to know what's going on. Whatever it may be. I want to be... part of things.

Sometimes she could be sweet.. but she could also be very annoying.

Well, she was clumsy, more than anything. One day in winter, when the first snows started, I made a compact little snowball and smuggled it into the classroom. As Miss Terrain was writing I passed it along to the next person..

It finally got to Luce.. who "dropped" it..We both got detention. ..she'd do anything to be close to me.

You always pick up the bill, Willy, however many people join us.

I'm just saying we could economize. Mademoiselle Terrain always used to say, "Look after the pennies and.."

I've changed a few things...for the story. But it might ruffle a few feathers back home.

Willy hated it. I don't care. I don't need to leave a mark on this world.

Give me a flock of starlings and that will intoxicate me. Something real. Not just doing lines for the headmaster..

My soul is filled with beans and bacon rinds. You'll find nothing else there.

I know it well enough to write a book that's the toast of Paris.

I had to do the house - all the repairs. The painting, the tiling...pruning the roses.

It's actually harder to write out here... Alone. And I don't want to write another Claudine.

Bastard...absolute...arrogant bastard! I'll write the bloody book! And I'll tell them it was me! Me! Me who wrote it! Bastard! I'll tell them! Claudine is mine! Mine!

When you raise your eyelids, it's as if you were taking off all my clothes.

Not behind her back, no. The betrayal came when Renaud lied to her. Renaud who swore he would always be honest.

Who else will be? And Renaud would never be jealous? If for instance, Claudine went off with.. A young man, for a change?

The names have all been changed. It's not blatantly obvious who is who...

It's not just Willy, Georgie, it's... the book itself...Willy thinks it's a work of art.

It's interesting. She's started to copy little gestures and mannerisms that I do.

There's not many people in Paris who would know their proper name.

My maternal grandfather spent time in the tropics too. He was a quadroon.

Yes... There's even been a Claudine murderess - in Marseilles. She slit her husband's throat.

It must have been very hard for you, I mean, to put on the trousers..?

Is anybody happy? Willy's demanding - yes, but he gives me a lot of freedom.

Willy...I've was thinking. You know 'Claudine Takes Off' - why don't we publish it under both our names?

But there's little risk. Claudine's established... And many people, they know already... or suspect ...Surely.

We're always broke! Yet you gamble and fill this place with all your antiques.

He's all for it. He comes along to Wague's studio with me all the time.

Wague thinks I could be a ready for the stage in a few weeks. What do you think, Matilde?

My 'impressions?' I'm disgusted. These people who threw things are cowards - if I didn't get a footstool in the face, it's only because I dodged it.

I'm going on tour, Sido, with Wague - for the next six months. The contracts are being drawn up. We're doing a new piece...

All the hours I spent with him breathing down my neck - the turn of the key in the lock, the ache in my fingers. I'm done with it.

Wague, I don't know if I'm up to it today. I haven't slept a wink for the last two nights. I have flea bites all over. I'm exhausted!

We had a cancellation in Limoges - I have four days off next week.

I don't want to. I'm happy. And I like my threadbare lodgings...I like making my own money. Even if it's only 50 francs a show.

What are we going to do now? I have to be up at six to catch the train to Nice.

Thank you. I'm always up for a free feed. And especially in such august company.

You could have sold Veber's novels. Some of your other trash. You only did it to stick the knife in me. Didn't you?! DIDN'T YOU?!

Why? Why should I calm down? You hurt and you hurt and you think that by saying "I'm a man, that's what men do," you clear it all away...

DON'T YOU TOUCH ME! What you did was not just hateful - it was stupid. Now we'll have no say over our books and we'll never see another sou from them.

That's what our whole marriage has been! Wasn't I the best investment you ever made? No dowry but my God, she can write for her keep?

Those books - they were all we had. Now they're gone and we've no chance of repair.

Don't! Don't tell me what Claudine was. I am the real Claudine!!!

Everything I thought and felt went into those books. They were me. My childhood, my memories, my opinions. Everything. And then the hours and hours I spent, alone, slaving away for you. Churning out scenes just to try and please you. I am so ashamed of myself for that. But I knew and you knew - that I was bound to do it.

You found me when I knew nothing, Willy. You molded me to your own designs...to your desires. And you thought I could never break free... But you're wrong. Claudine is dead now. She's gone. You betrayed her. And I...I've outgrown her.

The first light is breaking over the fields and hedges of this timeless rural landscape. With the clanking of bells, a herd of cows makes its way to the first milking.

The room is simple with a few sticks of worn wooden furniture. A young woman is asleep under the covers, with a cat curled up on the bottom of the bed. This is GABRIELLE- SIDONIE COLETTE, or as she will later be known, simply COLETTE. A voice calls from down the corridor - her mother SIDO.The girl stirs but her eyes remain stubbornly closed.Sido is now at the door frame. A handsome country woman, forthright and practical - nobody's fool.Colette just murmurs. SIDO (cont'd) Good. Then you won't want your hair doing. She disappears. After a moment, a head emerges from under the pillow and looks to the empty doorway. We get our first look at the milky skinned, precocious, whip-smart, Colette.

There's something about him I find suspect... something disingenuous.

I just worry that he won't understand her. That girl said her first word at nine months. She was always reading, way ahead of her class, she was the lead in the school play - every year.

...the Laurent girl had her baby last week. It was over nine pounds, but she managed well enough. She called her "Monique Françoise." The christening is next month. Oh, and the Durands moved away.

The white flies have probably got to it. They'll have sucked all the juice.

Or a spider. There's a big one that's dangling in my room. I'll catch her and put her to work out here.

My darling kitten. No one can take away what you are - no one. You're too strong for that. Always have been. Trust no one but yourself.

You must face reality. The money. His infidelities. And his lies! I never believe a word he says. Not like Missy - so kind and generous and honest.

He's dead. You're alive. Willy's a mess. A drinker. A gambler. He's a broken man, Gabrielle.

Gabri, You have to use your gifts. Forget this "pantomime"! Please! Write something new - under your own name.

A train belches steam as it slowly moves toward the station. A MAN IN A TOP HAT leans out of the window. OMITTED

Wearing her best frock, Colette carries a large TEA SERVICE down a corridor and into the main room. Willy is seated, in conversation with Sido and JULES, the patriarch, an affable old soldier, with one leg, who is smoking a pipe.Colette, her hair neatly plaited, puts the cups out for everyone then takes over the teapot and pours.Willy raises an appreciative eyebrow and chuckles.He reaches in his pocket and pulls out a small package. She unwraps it to find a SNOW GLOBE OF PARIS.She does and looks, fascinated, at the twirling flakes.She holds it up for her mother.

It's a hot bed! It's "Electric!" Heaving with artists, writers, poets, all seeking to say something profound... most of them are too young or crazed but still, they do generate a certain... life force!

I was at the opening. I wouldn't bother, quite frankly. Sarah Bernhardt did her best, she always does, but the piece is too overwrought in a particularly feminine way... melodramatic in extremis! Tears on the stage but all dry eyes in the house.

Well, just remember... if a book bores you, you can throw it away. If a painting is garish, you close your eyes.

Whereas bad theatre is like dentistry; you are compelled to stay in the chair, having your skull drilled, until the entire grizzly procedure is over.

I keep starting but I can't seem to finish it. A girl without a dowry, -that just doesn't happen in their circles. They may cut him off if he marries her.

Sido, he clearly adores her - he's visited four times. He'll give her status, not to mention a tremendous cultural life - the theater, the opera. He'll give her Paris for heaven's sakes!

It's the proudest time in a father's life, but also - I now find - one of the saddest. I have to hand over my beloved daughter, who has lit up our lives for so long, with her wit, her brilliance, her beauty. I will miss you, Gabrielle. Almost as much as your mother will...

But it is no small compensation that I give her to a man of such inestimable standing. There are many celebrities in Paris but few are famous enough to be known by -- by a single name. WILLY - Welcome to the Colette family.

I think I might be! And you look like a beautiful young country girl. Right there. With the light...What's that?

You could feed me berries. I'd catch a fish with my teeth. Then come back here to my cave. Like a bear. Bliss.

You'll be the story in Paris, Gabrielle. Just wait 'til they get a look at you.

I'm for it, if a little jealous of this giant erection in the heart of our capital... belonging to someone else.

Very good... May I present to you my wife, Gabrielle-Sidonie Colette.

It's simple - an eight hundred word sketch. Small coastal resort, damp bathing-costumes. The perfect place to rejuvenate a de-iodized constitution. A buxom girl approaches, long legs...

That was essentially - what you witnessed tonight - everyone who's anyone in Paris...

Ah, you're reading them wrongly. It's not pretension so much as exaggeration. The ideal is to be authentic yet larger than life. To present a personality with a capital P. You could do it too with your country girl charm ...

Nicole D'Allier? That was just... flirtation. It means absolutely nothing.

It's what one does... to pass the time. It staves off boredom. You're reading it all completely wrong.

Forget about all of them now. Any way - haven't you heard the news? Willy is married. Happily married. And he's going home with his bride, who he loves very much.

So something like..."all the humor and vivacity descends into...a dreadful melodramatic swamp! Or... it released the toxins of man's very soul, leaving the audience pale, and nauseous as though having eaten a bad oyster."

So drop in those embellishments and file it at The Echo before six.

The factory's on fire... We're on fire...! Sit. I've had a remarkable idea - it could be, anyway...

We've had stories by Willy, music reviews by Willy. Now Willy's first novel. There'll be enough literature in it to appeal to the high-brows and enough filth for the great unwashed.

He first sees her, Monna, held aloft on the shoulders of her admirers.. She's eighteen, beautiful, wild and she's from the streets, eats men up, never wears a corset. And our hero, Renaud - a writer, a genius - he's captivated by her. She seduces him in her shabby rooms - five entire days of carnal bliss - but she has a powerful hold over him. She instinctively understands his base desires. We wonder - will Renaud escape - go back to his wholesome friends and his burgeoning career - or will he be dragged down by her toxic embrace, forgetting all about writing to live forever in a sexual quagmire..?

No no...weeks, Veber! It has to be weeks! Write for four hours at a time...

You've married a literary entrepreneur. What a phenomenal disaster.

Perfect... but how about; "The contract you have sent me seems eminently fair, with only one shortcoming - the money." Always pump something up before you prick it. You get more of a "POP" that way.

Intimacy in all its savage abandon, my love! I've a few meetings today. Let's meet at La Mascotte at nine. No make it ten.

But for that money I could be laid five times as often by a prostitute.

She's not a disreputable woman. There's even a play about her - it's a shit play but nevertheless... I wonder who the hell wrote that letter?

She's no rival to you, Gabrielle. I promise, I'll never sleep with her again. But - you have to understand - this is what men do. We are the weaker sex. We don't have your strength. We are simply slaves to our urges. And here in the city - it's perfectly acceptable to...

I don't feel like myself at all. Everything seems...utterly pointless. I can't even write anymore... You mean more to me than all the women of Paris put together.

It's true. It's all horseshit... Words are deceptive little bastards...

but if you trace mine to their source - to my bruised, aching heart...

Go on strike then! Get some other idiot to hire you! Leave me alone! Both of you! I'll have your money by Friday.

Damn them! They'd never get published by themselves. I lend them my name, my reputation... I take all the risk. And there's no money. We simply need more output.

And pay them with what? We only have about 1000 coming in this month - 300 from the Echo, 425 for the next vamp novel and 250 from the music reviews. But it doesn't cover our outgoings.

You could write them up. Those stories of Saint-Sauveur you told me last year. They could be Willy's next novel.

Yes. There may be something there...You must start straight away, my love. Aim for four hours at a time - the wolves are at the door!

Don't worry about the facts. You can add a character, make up an event. Adapt it to the times! All people really want is the feeling, the emotion - that great sweep of narrative.

Yes! No one will ever dispute it - and if they do... "It is the hand that holds the pen that writes history."

So...I'll treat you like any other writer I'm giving a report to, shall I?

There's nothing driving it. No plot. A novel by Willy... It grips you from page one. Yours has...

...too many adjectives. Some of the characters are interesting but overall... Well, it's just too cloying. Too...feminine.

Quoting the good book, Gaston? You may remember a little verse about coveting other men's wives.

Touché Gaston. Your wits are improving... somewhat. We'd better go now, darling.

His first play was absolute rubbish - but his mother runs a salon, so of course it was a huge success and he was praised to the skies for his brilliant "writing" and sublime "talent." Unctuous prick... He was after you.

...example, "it's a lovely spring morning," liven it up. How about:

"Perhaps it's the season. It's too fine - almost disgracefully fine."

I've added: "she brushes up against me suggestively, her blue eyes half closed and her mouth half-open."

Louche sells, my dear. Trust me - all we need is a little more spice, a little less literature. I know what men want. And so do the publishers.

Of course, the theatre is the next logical step! With as large a stage as possible!

Finally...finally we've a success. And then you imply that I'm not the true author of it.

Listen, we're holding dynamite here. We have created something very powerful. But if it goes off at the wrong time it will blow our bloody heads off.

People love to talk. They'll praise you to your face, but as soon as you turn around...Tch! The knives are in your back. You don't know the mentality here. I do.

Shout it to the streets then. Tell people. Roll up for the massacre...

I'm sorry. Perhaps I overreacted... Anyway, I've a surprise for you.

I don't know why you love nature so much. Animals are vile to each other.

It's yours. You're always talking about missing the countryside.

Just write about us! Our lives! Our friends! Change the names. Create gossip!

No such word. A good writer should be able to describe anything no matter what.

Are you out of your mind? Claudine is a franchise! Do you realize how rare this moment is? When people are begging for more? Come.

What would the headmaster do if Claudine had not done her homework?

You will do as I say! I will return in four hours and I expect to see pages.

How many people here do you think are reading Claudine in Paris - right now?

At least three quarters, I'd say. And those who haven't yet will soon catch up.

Oh... wonderful!.. Please go tell your mistress we accept her invitation and look forward to her delightful company.

...An American - a wayward debutante from Louisiana.. she married a munitions magnate three times her age.

Then Mme de Caillavet happened to mention that he was only a baron and not a Marquise. "Allow me, he said "I am also Duke of Anjou, Bishop of Coutances, Prince of Joinville, of Asturias, of Orléans and the Dunes. But all that isn't of the slightest importance...

If it's any comfort to you, I will be at home lying in bed, thinking of the two of you in the fondest way possible.

Ah... well don't tell me. I'll wait to read about it. When Claudine develops tender feelings towards a lady friend.

I'd suggest you change the line when Renaud says, "It was wicked of me to do it." But I know that you won't.

Hmmm...something like, "Why...we were waiting for you, my dear."

But don't you think she's being hypocritical - I mean, it's acceptable for Claudine to sleep with Rezi but she doesn't want Renaud to do the same?

Perhaps he wanted to tell her, but he was frightened of her terrible jealousy?

Well I must say, I'm impressed with the way you've handled yourself. The younger Claudine would have thrown a fit.

Renaud's moral shadings aside, the writing is very good. Quite a work of art. Those little scratches you make on the paper -

- very powerful. And it will have a powerful effect. Everyone will immediately know whom it's about, there will be a huge scandal, the books will spread like thistledown all over France.

You know what? I'm tempted to go back and put even more Georgie into Rezi.

Like a true French heroine, our daughter was burnt at the stake.

The thing is though, Ollendorff signed the deal but unfortunately failed to mention...

All I had to do was trot round to another publisher and collect a second advance. The presses are hard at it as we speak.

Not at all! That American tart and her senile lackey didn't stand a chance. We are with the times! The wind is under our wings! And I have a little plan that will make Claudine the most popular girl in France, if not the entire world.

Not just that. We'll have Claudine perfume, Claudine lingerie, Claudine soap.

Polaire! Polaire! Daughter of the desert. Look at her! Look at her! She knows the role instinctively.

You're turning thirty soon - what better time to turn the clocks...

I thought of all my novels, this was the one that would translate to theatre.

Claudine, she is a Midas Minx. Her smile mysterious as a sphinx. She walks and talks, she laughs - she thinks! Claudine, Claudine, Claudine...

Claudine's a girl that knows no bounds. A fox that's never caught by hounds.

Exploding star that makes no sound! Claudine, Claudine, Claudine!

And in a dream, I find myself, Next to Claudine, And her magical eyes, Forgetting all other music For the laughter of her voice...

Me too. There's more steps everyday. But what a night! We have Paris in the palm of our hand.

Meg's a sweet thing, isn't she? She can be a little overeager, but there we are...she reminds me of you - ten years ago.

She's very pleasant. But she perplexes me. Words in our language are either masculine or feminine. There's no word for Missy.

My dear, do you want to the kill the goose that's laying the golden Claudines?

No one knows. Unless you've been crowing about it to your lady man friend.

I think she is stripping you of your sense of humour...and your common sense.

We can't risk it. Especially not with our present finances. We're dead broke.

...And you? Your clothes, your hats, the exorbitant mortgage on the country house.

No no no. Willy is a brand name. And the fact is, women writers don't sell.

Utter nonsense! If you were so concerned about that you never should have agreed to it all.

It's a charming hobby, Tetette but... You are not Sarah Bernhardt. And if you can't pull it off as high art you'll be doing the bloody music halls, for god's sake. And that would be scandalous.

So you and the Marquise run around the studio as potty mimetic lovers do you?

It'll be called "The Dream of Egypt." Paris will never have seen anything like it. A scandalous sensation - starring Madame Colette Willy and...

The Marquise de Belbeuf!!! In the common or garden music hall! Can you imagine? It'll be a full house. Every night.

It's in the bag. We can even put the Belbeuf family crest on the poster. The press will go wild. You mark my words.

I saw our creditors yesterday. Horrific. We lost everything at the Moulin Rouge.

Morally, yes, I need your permission. But legally, well, the house is in my name...

Tell me something...the sole rights to the Claudines, Ollendorff... What would you give me for them?

Let's say 25,000. In a few years - they'll recoup ten times that.

I've been thinking about this new craze for moving pictures. Do you think we could adapt Claudine for a cineplay..?

Of course I have... your ambiguous smiles, the insane speed of your thoughts, your absurd joys, your brief but violent anger...

I...I don't sleep with Meg any more. I mean we sleep. But I can't...

...I am most insulted by the implication of your letter. We have transacted business now for over five years without any...

Don't be so melodramatic. I was trying to keep the house for you.

I wouldn't have got anything for Veber's or Schwob's or anyone else's. Please calm down...

My dear, you're over-reacting. It was purely a business decision.

If you were an investment then you were a highly speculative one. I gave up my inheritance for you.

Colette stop, damn it!! Stop talking about money. You were my ideal, my obsession, my love.

Please, my dear, I was stupid... I panicked... forgive me. Please.

You see - that's mine, that's mine - it was a collaboration... she really has a nerve... These prove it.

You know... Could you do me a favor, Héon? Could you destroy these for me?

Yes, I must confess, I don't think that this century agrees with me quite as much as the last one.

She'll pass me on the street and not even look at me. "Claudine Divorced." So much the worse for her. And for me...

Oh yes! I saw you and your friend come in and I thought - what wonderful young creatures! Thank heaven for... you, my dear

Well, how about you two come and share a drink with a couple of old roués?

M. Willy bids good-bye to Jules, Sido and Colette, before the carriage moves off. Colette is holding her comfortable old cat which she hands off to her mother.

Now in a different dress, Colette starts to come down stairs. Hearing her parents talking in the kitchen, she slows up, listening carefully.Now on the ground floor Colette waits outside the door as her parents talk. Sido moves into view by the kitchen sink.As her father talks, Colette sneaks back up the last five stairs...Colette comes clumping down the stairs, slightly too loudly and into the room.Sido watches her daughter, not without suspicion, as she takes off across the garden.

Oh, not in my reckoning... He's a good man. He has a reputation, yes, but there comes a time in a man's life to settle down...and she's the right age for it. She'll be twenty next time around.

Colette runs down a path, then backs up, picks a few prime blackberries, and continues on. She moves through the woods, with the stealth of an animal then breaks out across a broad green meadow towards a barn.

Entering the darkness, Colette blinks to re-adjust her eyes. A flutter of wings attracts her attention. She turns to see an ascending pigeon. Then, below, a tired old horse.Behind a partition, she sees Willy, reclining on a pile of straw.Colette shows him, putting the bowl between them as she nestles beside him. Her hands are blue with the juice.She looks down. COLETTE (cont'd) How long until your train goes?He smiles, moved by her beauty, kisses her, then breaks off.He holds her by her shoulders firmly.He kisses her shoulder. Feeling his beard brush against her skin, Colette smiles as they move into a passionate embrace. A nearby horse chews hay as they proceed to take their clothes off.

Colette sprawls out on the bed, her hair in plaits. She is writing a letter in a school exercise book in pencil, resting on an encyclopaedia.

At the Wedding Party, Jules is making a toast Colette and Willy in front of a MIXED CROWD of WEDDING GUESTS.A murmur of acknowledgement from the assembled. Colette smiles at her father, and catches her mother's eye, holding back emotion.Everyone cheers. Colette turns to her new husband, glowing.Willy twirls Colette round and round and round...

A COUPLE OF PEASANTS carry trays of drinks from a kitchen tent to the GUESTS. Some CHILDREN chase a chicken through the dancers.

Across the river Seine - the center of the demi-monde; the Left Bank. This is not postcard Paris - the buildings are sooty and chimneys are filling the sky with smoke. On the quay, PEOPLE go about their business as a YOUNG ATTENDANT lights the gas lamp.

MATILDE, the maid, is winching Colette into a very tight red froufrou dress. A knock on the door.Colette looks at herself critically.

Willy returns and prepares to knock again.The door opens. Colette is in another dress - the one from their meeting in Saint-Sauveur. Matilde hovers nervously.Willy looks disappointed but together they proceed through SEVERAL ROOMS to the front door. We get a feeling for Willy's apartment - a warren of dark rooms overcrowded by boxes, papers and Wagnerian bric-a-brac. Willy, it seems, is a hoarder.They exit.

The carriage pulls up. Colette is fiddling with a spot of tooth powder on her dress.He rubs a little spit on it.

They approach the giant door.She lets out a nervous exhale. The double doors glide open.

Willy and Colette proceed into a reception room filled with the beautiful, the sparkling, and the eccentric of Paris' Golden Age. The mirrors have been polished; so have the epigrams. Amidst the gas lamps, the India rubber plants, and the zebra skin rugs, the energy is bouncing off the walls. Willy acknowledges hellos and nods to people along the way. With her tight braids and country dress, Colette looks drab in this sea of peacocks. They arrive at a circle of conversation -- that of MME. DE CAILLAVET, the hostess, the debonair COUNT MUFFAT, and a few SALONITES and FRIENDS.Laughter from the circle.Colette curtsies politely, her cheeks flushing.Colette smiles, a little nervously.This is apparently hilarious and there is laughter.Willy smiles at his new bride's moxie. A business-like young man rushes up to Willy. This is PIERRE VEBER.Before she can speak, he turns to Willy with a more urgent tone.Willy draws Veber aside to continue the shop talk.Colette is left standing by herself. Nearby, a silver tray displays a living turtle with an exquisitely jeweled shell. She takes a lettuce leaf from a salad dish and feeds it.Across the room she sees Willy, with Veber, lifting the glass on a wall candle and lighting a cigar. Feeling out of sorts, she moves through to an adjacent room where...

Oh here's Willy -- Willy! Eiffel's Tower, are you for or against?

Delighted. Well, astonished actually. You have caught the slipperiest eel... How does one do that?

It's due on Tuesday and you haven't given me the slightest clue.

It's so much safer too. Even if the light is a little... bright.

I have to give it to you, Willy. It's going to be a huge success - enjoy your moment of triumph.

This is the third time I've had to come round and ask you for it!

I am close to being evicted. You owe me 400 francs. You'd get the advance from Ollendorff you said!

Now that you are such a celebrity, you'll become more insufferable than ever.

A STRING QUARTET is giving a recital to the assembled. Across the room a group of SALONITES are clearly discussing her. Embarrassed, Colette finds an empty seat. She looks across the room - the salonites are still whispering.Colette looks up and sees - Marcel SCHWOB, an intellectual with a humane gleam in his eye. He sits next to her.Schwob raises an amused eyebrow, then looks out into the room where people are stealing glances at them.Colette looks at him, incredulous.Across the room, AN IMPORTANT-LOOKING GENTLEMAN, waves to Schwob.They may look grand and intimidating. But just imagine them perched over a chamber pot. Each and every one of them.

But their goddess is gossip instead of the guillotine. Are you feeling overwhelmed?

They may look grand and intimidating. But just imagine them shitting. Each and every one of them.

Are you writing for him too? He's made you one of his ghosts already?

Oh god no! I do it to prevent me from going mad. But sometimes, occasionally, it will transport me.

Can you believe this crowd? Everyone's here! Look there's the Marquise de Belbeuf... or Missy, as she's known.

Descended from Empress Josephine on one side, the Tsar of Russia on the other - She only shows up for very special occasions.

I haven't heard from Colette. I've written to her twice but no word.

We follow Colette as she searches for Willy in the sea of SOCIALITES. She walks through rooms where PEOPLE are now dancing in an avant garde fashion then through a series of SMALLER COMPARTMENTS, where SERVANTS are polishing glasses and CHEFS are preparing hors d'oeuvres, past palms and oil lamps, to a distant room at the far end of the salon.

From the doorway, Colette spies Willy leaning on the mantelpiece talking to a beautiful YOUNG WOMAN in a red dress. The woman leans in close to him, laughing. He whispers something and she laughs even harder. There's a shrieking coming from the corner of the main room. Colette turns to sees the crowd laughing as a BOHEMIAN pours milk into an upright piano.

Colette looks out the window into the night-time streets. After a moment, Willy ventures a question.She turns to him.Colette sighs, frustrated. Willy changes tack.Colette nods, looks at him with a half-smile. He is forgiven.

Colette is seated at a desk, carefully roughing out a letter. She writes a line then crosses it out, rephrases it. There's a knock at the door. Veber enters in the hallway and looks through to Colette's small room where she sits with a large pile of correspondence.We follow Veber through the maze-like apartment to Willy's office. He passes through the front room which is semi-dark, its furniture covered by dust sheets.

Willy, mid-flow, barely notices Veber enter. Schwob sits by an oil lamp, taking notes.Willy thinks for a moment.He finally acknowledges the new arrival.Veber shakes his head, absorbing this.

Schwob stops to chat to Colette by the desk. Matilde is stoking the fire.

Willy is completely absorbed in his pitch, sweat beading from his forehead as he paces.Willy ends with a flourish, eyes slightly damp.

Colette gets up from her desk, as Willy escorts Veber through the apartment.She waves. The door closes on Veber. A piece of wallpaper has pulled free of the wall. Willy rubs it back in place.Willy comes over to his wife and kisses her as they walk back into the front room.They both laugh. She hands him the rough draft of the letter. He peruses it quickly.Unexpectedly, Willy farts.Colette watches him go. MUSIC COMES UP FOR THE NEXT SEQUENCE CLOSE ON A PANE OF GLASS It is greenish, uneven, and mottled. Using a tiny pair of scissors, a hand is etching the letter "W."

Willy, Colette, Schwob, Veber and a COQUETTE, are finishing up a meal, drinking champagne. Willy is regaling them with an anecdote as he pays the bill with a roll of notes.

As Willy walks down the aisle toward his seat, he is in his element. He nods acknowledgements and greetings to everybody who is anybody. Colette follows a couple of steps behind.

We see the etching progress - W I L. The creator is none other than Colette, alone, absorbed in this labor of love.

Colette starts pulling sheets off old furniture in the living room and opening up the blinds.

In bed together, Willy is reading the evening paper as Colette nuzzles into his chest. He indicates a cartoon drawing - of himself with his trademark top hat - that Colette finds amusing.

Colette completes the etching of W I L L Y on the kitchen window, taking a moment to admire her handiwork. MUSIC ENDS.

Colette walks towards home, turns into the courtyard and collects the mail.

She enters, already opening the envelope and walks through the house perusing the letter - that is written in green ink.Disgusted, she crumples it and throws it to the ground.

We follow close on Colette as she walks determinedly. The streets seem abrasive, dirty, polluted. Several STREET WALKERS ignore her as she walks by. She checks the address on the crumpled letter, looks up at the building.

Colette walks across the courtyard, up the stairs, across a balcony and tries the door to a small apartment. It's locked. Then she hears a familiar voice and moves over to look through a small window.

Willy is with the voluptuous LOTTE KINCELER. Between them the damning evidence: an accounting ledger.

That's 153 plus 278 plus 34 plus 106 for your hats... That makes it 571. For one month, Lotte...

There's the sound of a woman's raucous laughter. Colette turns to see TWO SEX-WORKERS across the courtyard. As she turns back, Willy sees her at the window. Lotte instinctively grabs a pair of dressmakers scissors.

Now walking back down the stairs, Colette is struggling mightily to keep her emotions in check as Willy blusters.Colette flies at him with inarticulate rage.He reaches out to her.She spits out the words with such venom that they bring him to a halt as she walks on.She exits through the large beaten-up gateway.

The train pulls into the station. A solitary figure waits on the platform - Sido.

Sido and Colette are hanging out laundry. Colette seems to be only half-listening - her mind is elsewhere.Colette manages a half smile.

Colette is stretched out on a sofa, reading a book, absently stroking a cat in her lap. A loud clock is ticking. Sido appears at the doorway.Sido turns to leave but looks back at Colette.

Colette and Sido are kneeling together in the soil. They tie some young tomato plants. An ANT crawls up one of the stems.Colette stops, looks at Sido.Sido thinks. Inspects the other leaves.Colette shakes her head, perturbed.Colette finally opens up...Colette falls into her mother.Sido nods, looks at her daughter who looks away.

Willy and Colette walk along the dappled banks of the green slow river. She is distant. He is persistent.She rolls her eyes.His tone grows more emotional. She holds firm.He snorts.She turns faces him.He gives her his most sincere eyes. He puts his arms round her and their voices get quieter as they walk further away.

Willy is now in bed, Colette is undressing. They talk quietly so as not to wake Sido.She strips down to her underclothes, shivers slightly.Colette gets in and clings to him. Willy warms her hands.Willy laughs.He kisses her. They re-engage passionately and make love.

Sido, in her nightgown, carries an oil lamp down the corridor. From Colette's bedroom comes the rhythmic creaking of the bed springs that she does her best to ignore.

An aerial shot moves over the rooftops, churches, squares and streets of Paris.

Colette comes out of the kitchen eating a peach. A little BULLDOG comes scampering after her. This is Toby Chien. She hears an argument and moves stealthily through the apartment to ascertain its source. Through the door she sees Pierre Veber (angry) and Schwob (diplomatic) in front of Willy's desk.Veber walks briskly into the living room, nods to Colette, too angry to speak, and exits. Schwob follows, saying goodbye. Willy emerges, forlorn, and starts to get ready to leave.Then lightning strikes...He goes back to his study. Colette's mind is racing.

Sitting at a desk, exercise book open, Colette dips her fountain pen in the ink. A statuette of Willy is perched in the front of the desk, overlooking her. She writes SCHOOL NOTES BY GABRIELLE-SIDONIE COLETTE on the first page. Then...

My name is Claudine. I live in... Montigny. I was born there in...1881. I shall probably not die there.

"These are the copses, where bushes spitefully catch your face as you pass. Those are full of sun and strawberries and lilies-of-the-valley and...snakes. I've shuddered there with choking terror at the sight of those dreadful, smooth, cold bodies gliding in front of my feet.'

"I feel so much alone there, my eyes lost far away amongst the trees, in the green, mysterious daylight that is at once deliciously peaceful and a little unnerving because of the loneliness and the vague darkness."

I marched in and looked straight in the face of the Renaud. He recoiled, saying, "It was wicked of me. I'm sorry."

Rezi was there, of course she was there - covering herself up...

I hope the path we walked today was merely the beginning... I see your face, Missy.. strong, vulnerable. I've never met anyone like you - polite yet direct, reserved yet brave - a true gentle man. I will think of you, if I may, as my chevalier.

After two years of music-hall and theatre, I'm still the same - face to face with that painted mentor who gazes at me from the other side of the looking-glass, with deep-set eyes under lids smeared with purplish greasepaint.

I know she is going to speak to me. She is going to say: "Is that you there, all alone under that ceiling booming and vibrating under the feet of the dancers? Why are you there, all alone? And why not somewhere else?" Yes, this is the dangerous, lucid hour.

Now, whenever I despair, I no longer expect my end, but some bit of luck, some commonplace little miracle which, like a glittering link, will mend again the necklace of my days.

Moments later, a rather tipsy Willy enters the bedroom. Colette is in bed, her eyes wide open.Willy sits on the bed, belches, and takes off his boots.Spontaneously, Colette comes over to him, wraps her arms around him from behind and nibbles on his ear. He doesn't respond.

MUSIC STARTS UP. We see Colette label a new exercise book SCHOOL NOTES PART 3 before she starts on the fresh page.She is completely absorbed.

There's a pile of five notebooks on Willy's desk with a ribbon round them and a label that says "For Willy." Seated behind his desk, Willy unties the precious package, picks up the first book and settles in to read it. After a few pages he takes a cigar and lights it.

Colette is playing with TOBY CHIEN on the floor. She gets up and looks at the grandfather clock in the hall - 1:30.Willy heads off to boudoir.

Willy emerges with the books. Colette is on the sofa with the dog, a novel open in front of her. He smiles, congratulatory but awkward.

She follows him into the bedroom. He goes into the adjoining boudoir, takes out a chamber pot and starts pissing. She flops onto the bed.She nods. He takes a breath.He finishes up, zips up, and comes into the bedroom.She says nothing, stares at the floor, anger mounting.Not wanting to break in front of Willy, she storms off, through the apartment.

Colette slams the door behind her, eyes brimming with tears. She opens the notebook and looks at the first page. It says, "School Notes by Gabrielle-Sidonie Colette." She takes a pen, crosses out her name. And stops, leaving the single word "Colette." She looks at it for a moment, tears in her eyes, and underlines it.

A makeshift stage, where the famous mime artist, WAGUE, performs a lip-sync sketch, accompanied by a PIANIST and a FEMALE SINGER. The audience is transfixed by his mastery of the form. Colette and Schwob are at the edge of the crowd. Colette is dressed in black and white, her style feels modern and edgy - well ahead of the fussily-dressed socialites.The song plays out its last few lines. Everyone bursts into applause.They clink glasses.This registers with Colette. Despite her bravura - she misses it. They are interrupted by a beautiful couple; GASTON and JEANNE de CAILLAVET.Schwob looks from one to the other, sensing a definite energy.

I think we've been introduced but... I don't remember that name.

She sits for a moment, still smarting from the exchange, dips her pen in the ink and writes "Claudine in Paris."

You have a long life line. Very strong head line - here. And your love line splits in three.

No, I know what it is. You've the soul of Narcissus! Filled with sensuality and bitterness.

And you may remember one about not trying to remove a speck from your brother's eye with a log in your own.

You have a touch of Hermes, Colette. There's something androgynous about you.

Madame de Caillavet is demonstrating the newly installed LIGHT SWITCH to WILLY, who seems distracted.Willy makes his exit and looks through the crowd for Colette. He rounds a corner and sees, through one room in which PEOPLE ARE DANCING, into a far room where Colette, GASTON and JEANNE DE CAILLAVET are sitting together. 62a INT. MME. DE CAILLAVET'S SALON - SMOKING ROOM 62a The newly introduced friends are all already quite tipsy. They are sitting in front of a MIRRORED WALL that reflects the DANCERS. Gaston is reading Colette's palm. As Willy stares, a flicker of jealousy passes through his eyes.Gaston laughs, somewhat flirtatiously.She measures up to Gaston - hers are larger.They all laugh. Willy arrives in front of them.

Willy, you ogre, how are you? We've been greatly enjoying the company of Colette - now she is no longer hiding her light under a bushel.

Colette looks at him, slightly amused...Willy considers this.Willy smiles to himself.

A knock at the door. Colette answers to two rough-looking bailiffs.Willy walks up the hallway.Willy surveys them and resigned, steps to the side.She storms off in exasperation. Willy goes into the office.

Good Morning, Ma'am. I need to speak to the gentleman of the house.

Sir, I have a repossession order for two arm chairs, one armoire, one oak desk.

The desk is surrounded by piles of paper and envelopes. He clears the papers out of the second lowest drawer and opens the bottom drawer. Inside are a stack of school notebooks - Colette's novel. He picks them out of the drawer.He opens the book and flips through a few pages. Then a few more, his curiosity aroused.

Willy sits on a single chair in the middle of the room. This time he's engaged - gripped! He makes margin notes in spidery handwriting.Then, he skips back to the first page where it says "School Notes by (crossing out) Colette." He neatly rips out the page and screws it up.She scribbles it down.Colette ponders this for a moment - not completely satisfied.

In a pool of gaslight, Willy and Colette are seated at the desk. Willy is going through his notes.

Crates of the book are being loaded onto a HORSE-DRAWN WAGON. OMITTED

A SHOP CLERK builds the Claudine books onto a pyramid- shaped display. Behind is a sign: "CLAUDINE AT SCHOOL, BY WILLY."

Rachilde (the journalist) is reading her own review out loud to a crowd that includes Willy.The crowd let's out an "Oooo."

"...Claudine is a young girl from a small village, yet, she is all of us. Feisty, opinionated, selfish and sensual, she astounds us with her moxie, her desires and her crimes!

"It took an extraordinary man to define this modern young woman. Willy, your book will change the world.."

A Cousin Bette-type OLD MAID is in line with the book. In front of her, TWO SCHOOL GIRLS have purchased a copy.

A YOUNG NANNY is reading the book, ignoring the CRYING BABY in the perambulator beside her. 75a EXT. CONVENT - DAY 75a A nun has abandoned her holy book to read Claudine.

Rachilde continues reading her rave review - to Willy.Schwob and Colette watch from a corner.Colette smiles, indicates Willy with her eyes.In the center of the room Willy is up on some FRIENDS shoulders, uncorking champagne. Colette gives Schwob a tight lipped smile. Something is rankling her but she won't confess it - yet! MUSIC ENDS.

Willy and OLLENDORFF, the publisher, are finishing up a meeting in OLLENDORFF'S double high book-lined office.They laugh as they leave the room.

Well, we've never had one fly off the shelves like this before. Quite a phenomenon. Everyone's talking about it. And you know who's buying it? Young women!

We've also been having enquiries about theatrical rights. Any thoughts?

Perhaps - 20,000 units or 25,000 somewhere in that ballpark. I'm waiting to see what the pre-orders are like back from the sellers.

Well, we're calculating about 3 francs a unit profit - so, yes - it's a tidy sum.

I believe that Willy based "Claudine" in part on your school days?

Well, I'm very glad your experiences have borne such wonderful fruit. Very nice to meet you, Madame.

Possibly...but I don't have that much. Publishing is a volatile business, Willy...

I'm here in Lille on some family business, and I was delighted when I found out you were here with the play.

It's the very least I can do for you, Colette. After all the money you've made for me. And will continue to make.

I wish I had been able to give Willy a better settlement. But one can only pay what one can afford.

Colette is waiting by a carriage outside. She sees Willy and Ollendorff coming down the stairs, talking business, but can't quite make out what they are saying.The men push through the double doors and are now fully audible.Ollendorff chuckles. Willy's smile is stretched thin.

Willy is uncharacteristically quiet.Colette sighs, Willy really is quite upset. The matter seems to cut to the core of his identity.Colette smiles, puts her head on his shoulder.

Colette and Willy walk through trees, holding hands.They come out of the trees into a clearing. There is a small lawn in front of a neoclassical country home.He marches towards the house. She follows.

Willy and Colette stand at the door. He knocks and rings a bell. He waits a moment then rings again.Willy is on good form and charming Colette. She kisses him, aware too that the door might open.He tries the door, it's locked. Kisses her again.He leads her hand downward. Slightly puzzled, Colette reaches into Willy's pocket and retrieves... a key!Willy takes the key, puts it in the lock and turns it. The lock springs open.

They enter the formerly-grand old house - still beautiful but dilapidated. The rooms glow luminous in the last of the sun.Willy kisses the key and gives it to Colette who stares at him and then again at the house.Colette hugs him lovingly, then breaks off.Colette takes in the house's impressive dimensions.

Inside, WORKERS are scraping the paint off the living room floor. The room is unfurnished with peeling wallpaper. 85a INT. COUNTRY HOUSE 85a Two workers carry in a sofa. Colette follows carrying a chair.

Colette digs a wild patch of garden. She is sweaty and covered in earth but hugely exhausted and content. She plants carrots, turnips and sweet pea shoots below their sticks. In the background, we see the hoops of an OUTDOOR GYM.

Colette watches from the window as a carriage pulls into the driveway. The floors are now polished, the wallpaper redone, the place fully furnished.

Willy stands, holding a few manuscript pages.He walks her through the house and up the stairs.He arrives at the door of the study and stands expectantly at the door jamb as she walks past him into the study.But Willy closes the door and turns the key in the lock.He pockets the key and goes off.

Frustrated, she tries the door handle. It's locked.She bangs on the door, anger building.She stands back breathing hard. Then turns with a look of resignation to the writing desk.

Close on a book - CLAUDINE IN PARIS It is revealed as part of a HUGE shop display. A LARGE SIGN announces "THE LATEST NOVEL FROM WILLY." In front of it is a large pyramid of books. MUSIC ENDS

A beautiful day, PARISIANS are promenading and riding bicycles and velocipedes in the open air. Colette and Willy are pedaling a tandem. She's at the front, putting in most of the leg work, he, true to form, is taking it easy at the back. Under the trees, a cafe has been set up with delicate folding chairs and small round tables. A few dozen SOCIETY TYPES are enjoying tea and cakes. Depositing their tandem by a tree. Colette and Willy approach. There is a feeling that all eyes are on them. Walking through the tables they go past a beautiful red-headed heiress, named GEORGIE Raoul Duval. She is taking tea with her companion, a pretty young girl named LILY.Across the patio, Colette and Willy are seated by a WAITER. Georgie takes out a small card and scribbles a note.He looks round.He notices Lily weaving through the tables towards them.Clearly a little starstruck, she hands Willy the note and he surveys it.And off she goes.

M. Willy, Mme. Colette, I have a note for you....from Mrs. Raoul Duval.

I'm Lily - Lily Milson. I met you once. Years ago. I used to work for Madame Raoul Duval.

Well... I live at 74 Rue Goethe. If you'd like to stop by for at nightcap...

Yes...I hope so. Before my bore of a husband returns. Well adieu!

Thank you. This is my little pied-a-tere. Frederick is not so keen on the Art Nouveau pieces. But I love nature...and women.

I remember in Claudine At School when the girls go swimming together at night...

When I was a girl, I was told all the lakes in Louisiana have alligators. So I never went for a midnight swim but I regret it...

My husband - he's just...pure rage. He was going to challenge Willy to a duel...

I don't believe you. Everyone is chattering about it - saying it will be salacious in the extreme.

I know you have no time for me since our separation and I know I behaved badly. But I'm begging you... Ask Willy to change it - before publication?

You had your chance to be decent. So, it will be left to my husband to settle it. Ollendorff has agreed to a lump sum for the destruction of the entire print run.

In the high ceilinged cafe, we follow a WAITER who drops a bill off at a table where Georgie and Colette are in fits of hysterics - the kind of laughter sustained by the seriously drunk and flirtatious. Willy is providing the after-dinner entertainment. Lily sits by them, awed at getting to spend time with such celebrities, autograph book at the ready.Everyone howls with laughter. A stray curl of her hair falls down over Georgie's face.Colette takes the lock and tries to pat it back into place. A moment of electricity passes between the two. Willy watches fascinated.She takes her hands away. The disobedient lock immediately falls back down. The women lose it. The waiter comes back by the table.Lily doesn't get up though.He hands it back. Georgie looks impatient.She returns the book to Lily who positively vibrates with excitement.She hurries off.The question hangs in the air.And she's gone. Willy weighs this.This really lands for Colette.Colette considers this.

Colette slowly ascends the dark staircase. Hiding her nervousness and her excitement. She knocks on the door. After a moment's waiting Georgie answers.

Georgie's apartment, naturally, is very stylish.Colette looks at a painting of nymphs bathing.Georgie looks down then raises her eyes towards Colette.Georgie looks down, blushing.She does. It's electric. Colette slowly moves in and kisses her for a long hot moment.She indicates Colette's slightly angled front canine.They smile and kiss again.

Willy is perusing the morning mail. He hears the sound of Colette entering and, affecting nonchalance, carries on reading. Colette enters, also acting cool.She heads down the hallway towards the kitchen. He stops her with a question.Colette rolls her eyes.She heads out.Willy is somewhat unsettled by his wife's casualness and... independence.

As Georgie is finishing up her morning toilet, there's the ring of a doorbell.She hastily wraps herself in a gown and makes her way through the apartment. As she opens the door she is taken a back to see the bald pate of Monsieur Willy.He continues to stare at her. She flushes slightly.97a INT. COLETTE AND WILLY'S APARTMENT - ENTRANCE ROOM - 97aHe heads off. She continues writing.

Colette is working away in her small room. The front door goes and Willy comes in.

MUSIC COMES UP. A carriage pulls up outside the beautiful residence. Colette gets out and surveys it.

Colette approaches the door and knocks.Lily leaves as Colette enters. Inside, Colette turns towards Georgie's bedroom.Lily gives Colette a smile and leaves discreetly.

Willy approaches the door. Georgie opens it. He takes off his top hat and hands it to her as he goes in.

Colette and Georgie make mad passionate love. INT GEORGIE'S APARTMENT - EVENING Now Georgie is making love to Willy - with equal fervor. 103a INT. GEORGIE'S APARTMENT - NIGHT 103a Colette and Georgie;s passion continues to heat up... 103b INT. GEORGIE'S APARTMENT - AFTERNOON 103b Georgie and Willy come to climax.

Colette walks down the street looks up at the apartment. Someone who looks suspiciously like Willy is at the window.

Colette marches up the stairs, rings the bell.Still no answer. Colette knocks hard on the door.More loud knocks. Eventually Georgie answers in a nightgown.Colette pushes past her.Colette looks to the bedroom where tell-tale cigar smoke hangs in layers.

Colette is writing at her desk.Colette looks at the statue of Willy on her desk, wistfully.

Colette and Willy's voices merge as the story transfers over.white face decomposing, as if it were dying right under my gaze. Once again at the desk under the circle of light, Willy is reading aloud from the notebooks, giving his customary polish to the latest Claudine. Colette sits quietly by as this chapter of their own lives is read. But she has more confidence now - more poise. She is growing into herself. He sets the book down. A moment's thought.This is a sore point.Colette has won this one. Willy clears his throat.Willy shoots her an amused but slightly threatened look.An uneasy truce has been declared.

MUSIC COMES UP: The pages of the new novel fly rapidly out of the machine.

Ollendorff hands a brand new hardback copy of "Claudine en Menage by Willy" to Willy who nods approvingly.

Georgie pours a glass of brandy for Colette. She is clearly wound up but trying to remain civilized.Georgie walks across to her with the drink.Colette slowly shakes her head.Georgie downs her drink and switches gears - no more tears, a hardness comes to her eyes.Colette finally snaps.Colette leaves slamming the door. Georgie looks after her.

A WORKER pours petrol on a bonfire of novels then throws his cigarette butt on it to ignite the pile. It bursts into flame immediately. Charred pages rise with the heat. The worker takes another crate and dumps them on.

Colette and Willy are with Schwob in their favorite dining spot feasting on oysters and champagne. There is an unexpected air of celebration.They all laugh.

On a blackboard, in chalk is written "CLAUDINE AUDITIONS." An insipid actress is cooing her way though the dialogue.Colette and Willy are sitting in the tenth row of the theatre. In front of them are the DIRECTOR and two FINANCIERS. Colette, now in her late twenties, seems to have grown comfortable in her skin. Willy, on the other hand, is showing the tell-tale signs of a life too-well lived.A SECOND ACTRESS comes up on stage and starts repeating the line. Colette notices the impressive hourglass silhouette of a woman in the rear doorway. The woman marches down the aisle and plants herself in front of them. Wearing a schoolgirl smock, she is vibrant, Algerian, with bobbed hair and a tiny waist. This is POLAIRE.Colette and Willy exchange an intrigued look.

My name is Claudine. I live in Montigny. I was born there in 1881. I shall probably not die there...

Montigny is a village, not a town: its streets, thank heaven, are not paved; the showers roll down them in little torrents that dry up in a couple hours; it is a village, not even a very pretty village, but, all the same, I adore it.

...I was born there in 1881. I shall probably not die there. Montigny is a village, not a town: its streets, thank heaven, are not paved; the showers roll down them in little torrents that dry up in a couple hours; it is a village, not even a very pretty village, but, all the same, I adore it.

Colette and Willy sit, examining photographs of Polaire.Willy shrugs, dismissing the thought. He picks up a photo and examines it closer.He holds the picture up beside her.

Scissors hack through thick long tresses. A HAIRDRESSER shows Colette her new bob in a mirror that reflects the back. Colette gives a prim, uptight nod.Willy circles his strange new wife.Colette goes to a mirror.Colette covers her face with her hands. She starts to hyperventilate, holding back sobs.Unexpectedly, she flies at him. He holds her arms away from his chest. As they struggle -She starts beating on his chest. And keeps going... until she is exhausted and breaks into tears.

Colette enters the room shorn. The haircut looks awkward - it hasn't quite settled in yet. Willy looks up from his newspaper and stares at her amazed.

A poster announces "CLAUDINE IN PARIS - TONIGHT" as CROWDS make their way in.

Starting on the back of Colette's head, now looking super- chic with the new haircut, we follow Colette and Willy as they take their seats in a private box for the opening night of "Claudine." Next to them are SALONITE and her husband.She smiles. The house lights dim, the ORCHESTRA strikes up and the curtain goes up. Polaire makes an exuberant entrance.Colette's eyes shine as her heroine becomes flesh.

An air of celebration - champagne and music. At the far end of the room is Willy, sitting on a throne, holding court with Colette and Schwob by him.Willy continues to hold forth. Someone who appears to be a dapper gentleman dressed as Napoleon approaches Colette. This, we will find out momentarily, is a woman called MISSY.The moment is interrupted by a hubbub. Colette looks around the corner where Polaire is making her entrance carried aloft on a litter by FOUR MUSCULAR GUYS. She is showered with praise and flowers.She is deposited before...She looks to Colette who raises her glass.Polaire is so excited she physically vibrates.He pats his knee and she sits.He grabs her by the hand.She acquiesces and lands on his other knee. Willy is now framed by two "Claudines" with perfect bobbed hair. He waves to a photographer.A magnesium flash goes off, freezing the picture. MUSIC comes up. A MONTAGE SHOWS WILLY'S HIGHLY INNOVATIVE EXPLOITATION OF THE CLAUDINE PHENOMENON.

Camera flashes capture Colette, Willy and Polaire in a series of poses. Colette plays it coy - kneeling at his feet, batting her eyes at him, sketching him. She has certainly adopted the Claudine persona full tilt. INTERCUT WITH... NEWSPAPER HEADLINES CLOSE ON POSTER It says "Do Not Go and See CLAUDINE IN PARIS - it's immoral." MAGAZINE HEADLINEA MIDDLE AGED MAN reads a newspaper with the headline MENAGE A TROIS. 124b INT. SHELF/MAGAZINE RACK 124b Pan along several CLAUDINE magazines - ending on one that says VIVE CLAUDINE. 124c INT. BATHROOM 124c A YOUNG WOMAN picks a bottle of Claudine perfume and applies a few squirts.

A number of WOMEN, including a couple of SALONITES, getting their hair bobbed to look like Claudine. OMITTED 126a INT. SHELF/BEAUTY PARLOR 126a A shelf full of jars selling CLAUDINE FACE CREAM. 126b INT. BOIS DE BOULOGNE PARK - DAY 126b A line of WOMEN fanning themselves with CLAUDINE FANS.

SCHOOL GIRLS gaze at MANNEQUINS - all dressed "A la Claudine." 127a EXT. COURTYARD - DAY 127a A ROUGH HANDSOME WORKER takes a CLAUDINE Cigarette from the packet with his mouth and lights it. 127b INT. SHELF/CONFECTIONERS 127b Boxes of CLAUDINE CANDIES fill the self. 127c EXT. BOIS DE BOULOGNE - DAY 127c A YOUNG BUSINESSMAN reads a paper that says CLAUDINE SENSATION while a YOUNG WOMAN reads a magazine that says LE SECRET DE CLAUDINE. 127d EXT. STREET 127d Children eat CLAUDINE CANDIES.

A YOUNG WOMAN dresses in CLAUDINE LINGERIE. 128a INT. BEDROOM - DAY 128a A young DANDY slicks his hair with CLAUDINE HAIR OIL. 128b INT. BATHROOM 128b A WOMAN reaches out to pick up a bar of CLAUDINE SOAP.

A BUNDLE OF NEWSPAPERS lands with the headline "EPOCH DE CLAUDINE." 129a INT. BEDROOM 129a TWO YOUNG GIRLS play with CLAUDINE DOLLS. 129b EXT. BOIS DE BOULOGNE - DAY 129b A group of YOUNG LADS trade CLAUDINE postcards.

...The assembled (including Veber, Schwob, Polaire) bang rhythmically on the table with glasses, cutlery, and fists as Willy stands at the head of a large table improvising a poem. Missy sits far down the table near Colette's end with a SUFFRAGETTE FRIEND.He starts to move to the rhythm, swaying from side to side.Willy beckons a few YOUNG WOMEN up from the table and they link arms forming an impromptu can-can line. The rhythm speeds up and intensifies...The merriment in the room is sky high.The Marquise scribbles something on a card and passes it to Colette via her friend and then Wague. Colette looks at the card. It has the family coat of arms and says, "Let's meet."He raises his hand, slightly out of breath, to quiet the banging, for a more personal last verse that he delivers straight to Colette.He raises his glass. Everyone follows.Colette and Willy's eyes connect, sharing a moment of triumph.

Colette and Willy enter laughing, giddy with champagne, and turn on the light. The apartment has been considerably UPGRADEDThey laugh. Then Colette switches on the light and notices something - a Claudine dress laid out on the bed.They look at each other, the bed - and the dress - between them.

Colette puts on the dress and looks at herself uneasily in the mirror.

She re-enters the dimly-lit room. Willy waits in bed. Colette walks across the room and stands in front of him.Still seated, he pulls her into him, nuzzling into her bosom.Colette stares ahead into the blackness with a mixture of sadness, tenderness, confusion and pity.

A hot day in Paris. Heat rises up, making the street look like it is in an impressionist painting. A YOUNG WOMAN in a Claudine outfit, heads towards the apartment. It's a similar view to scene 38 when Colette walked towards the house, but now, there are motor cars mixed in with the horse drawn carriages.

The young woman ascends the stairs. ANOTHER YOUNG WOMAN, dressed à la Claudine, is going down the other way.

The gramophone is playing. Colette is having cheese and wine with a friend - Wague, the mime artist from the salon.The front door bell goes off.This registers with Colette. The bell rings again. She looks towards Willy's office to see a seated figure on the phone. (This is PAUL HEON whom we will soon meet.)Willy Gauthier Villars residence... He's busy right now can I take a message?... yes...yes...Would you like to make an appointment?...how about next Tuesday?.. He maybe has some time the following Thursday... You can't make that either... Yes, the Wednesday after is clear... I'll put you down for half an hour... What's your name? How do you spell that? Good. Look forward to seeing you a week on Wednesday... I'll tell him...Goodbye.

I'm addicted. I love every single dive and wastrel. You should come with us.

This isn't cantomime this is a new kind of pantomime. Pure action - the right gesture is worth a thousand words.

Colette goes to answer the door and there stands a 23 year- old young woman done up à la Claudine. This is MEG.Colette walks into the living room and calls.Outside Willy's office the newly appointed Afro-Caribbean secretary, PAUL HEON, hangs up the phone.Meg walks towards Willy's Office.

Thank you, this will be my prize possession. And that was Mme. Colette I met at the door?

My name is Claudine. I live in Montigny. I was born there in...(she calculates) Should I change the year?

My God, there's Maurice Ravel - and there's Madame de Caillavet...all of our friends are here.

The door is ajar. The girl sticks her head in.He looks up from his desk.She produces a copy of "Claudine at School."Willy looks up at her, attracted by her youth and beauty.He hands the book back.She gives Willy a knowing smile.

In a quiet lane away from the crowds, Colette and Missy walk Toby Chien. The Marquise is very affable but also a little reserved - like a polite gentleman of the day.Missy raises an approving eyebrow.Two young women walk by dressed as Claudines, giggling.Colette can't help but smile.Colette says nothing. A force of personality is breaking through Missy's reserve...They exchange a look. Ahead of them is a more populated thoroughfare. They hover for a moment, in the shade of the last tree, cherishing their improvised privacy. Colette kisses her fingers and places them on Missy's lips as a carriage goes rattling past.

My maternal grandfather was a botanist. He was always away - collecting samples down in the tropics.

Congratulations, by the way. It seems that Claudines are everywhere these days.

But seriously, you've done something important. You've invented a type.

I mean you have. All the young girls between girlhood and womanhood - you give them a voice.

Didn't need to be told. Meeting you was enough. You are a force of nature.

Yes, it was awful... We don't talk anymore, except through the auspices of lawyers. He's embarrassed by me - if he was married to me, what does that say about him?

No, it was entirely natural. I was a rather awkward child - if you can imagine me in pigtails and a dress. I never felt like I belonged. Then one day I tried on my brother's school uniform.

And I knew I was home for the first time... Of course, it's far easier for me than for women of no means... but I wanted to show that it can be done. I do imagine a time when all women may wear trousers if that is their wish.

It's a long leash he keeps you on but a leash nevertheless... perhaps you enjoy that.

Well, I wonder if a time will come when you have to decide - are you Claudine or are you Colette?

There were some gentleman there who came for a fight. We just have to ignore them and go on.

I'm sorry the train was waiting for two hours at the Gard du Nord.

You don't need to worry about Willy. You don't need to earn your own money or stay in these kind of places. I could arrange everything.

Colette is composing a note at her small writing desk.She smiles to herself as she writes - Missy has really gotten to her.

MUSIC COMES UP. An AERIAL SHOT glides over the fields, hedges and forests of the French countryside. A very early automobile is putt-putting down the road. Willy is driving, with Meg seated by his side. In the back, Colette sits next to Missy.

Meg and Missy are throwing a ball for Toby Chien down the lawn. Willy and Colette are left alone on the veranda amidst the rubble of a picnic.

Colette and Missy run up the stairs laughing, wild with passion. They round the door and start to kiss hotly. Missy puts her hand down Colette's skirts and starts to pleasure her. It's a new level of erotic engagement for Colette.

Next door, a different kind of scene. Willy is waiting expectantly on a chaise longue. A quiet knock on the door Meg's voice comes from the outside...She shuffles out in a full Claudine smock and stands simpering at the foot of the bed.

Sunshine and bird song. By the weatherworn gym equipment, Missy holds Colette's feet as she does sit ups on the horse.Colette finishes breathing heavily.Colette smiles, reflecting.Colette absorbs this and looks away.

Colette ascends the stairs to her own apartment - wearing a suit and trousers.

She goes through the apartment towards Willy's study. Paul Héon is working at his desk by the door.

Willy is pawing over an account ledger as she enters.Colette shrugs this off.Colette is exasperated.Colette lets out a gasp of frustration.Colette takes his pile of papers and throws them on the floor and marches out.

The atmosphere is thick, humid, charged with electricity. Colette walks through the gloomy streets, lost in her own thoughts. She feels small, disinherited, angry. She walks towards the Seine and looks out over the water. Down by the quayside a YOUNG CLAUDINE is with her SWEETHEART, flirting and kissing. Colette looks despondently at something she created but cannot own. FADE TO BLACK.:

The ivories of a piano are being hammered. A BOHEMIAN PIANIST is playing a rhythmic Oriental piece. Light bounces around the studio, with its polished floors and huge mirrors. Four YOUNG DANCERS in leotards crawl on all fours. WAGUE, the renowned mime, is teaching a class. The door opens. Colette enters. Watches the class in action. Wague notices her presence, nods curtly, and continues. Colette starts to take off her outer clothes, she wears a leotard underneath. HALF AN HOUR LATER The dancers gather their things. Colette enters now changed into a leotard with her clothes in a bag.A short montage as Wague demonstrates various motions that Colette diligently copies.

Willy is reading a newspaper. Colette is in front of a mirror, with a sheet of chiffon draped around her, practicing movement. Matilde is on her knees cleaning the hearth.She carries on with the exercises, self-absorbed.Willy nods - he's having one of his famous 'big ideas.'

Willy is pitching a THEATRE MANAGER after a heavy lunch.Willy bluffs somewhat - in his eyes, a slight worry.

A theatrical poster on a column outside the Moulin Rouge announces the premiere of "Dream of Egypt," starring Mme. Colette Willy and the mystery performer "YSSIM." Excited crowds gather outside the famous red windmill, anticipating a big night.

The place is filling up - Rachilde, Veber, Schwob, Madame de Caillavet with Gaston and Jeanne and many SALONITES. On stage, stands a large, solitary sarcophagus. Willy, accompanied by Meg, makes his way to a table near the stage, greeting various folk.He indicates a block-booking of starchy-looking aristocrats near the front.

The house lights come down, precipitating a wave of wolf whistles and cat calls. Up on a balcony, a man dressed as ANUBIS strikes a gong. A SMALL ORCHESTRA strikes up a moody Arabian theme.The curtain goes up on a set resembling the interior of an Egyptian tomb - hieroglyphics, statues etc. Missy enters the stage woodenly, dressed as an archeologist, reading from an old book. The crowd ROARS. A shower of coins, orange peel and garlic cloves rains on the stage. Undaunted, Missy finds a cartouche on the sarcophagus and carefully brushes the dust off it.Then, with great effort, Missy opens the lid of the sarcophagus. The lights change. The orchestra ramps up. And something starts to appear. In the crowd various people react: Mme. de Caillavet, sneering TOP-HATTED GENTLEMEN, Veber, Schwob, Gaston de Caillavet. Willy watches intently, picking up on every murmur of the crowd. Emerging from the sarcophagus is Colette, cross-legged in a bejeweled outfit inspired by Salome. The audience gasps. Rhythmic music kicks in and Colette starts to do a series of evocative movements. Missy watches her in stagy wonder. Some audience members are delighted, others appalled.Now the dance is really heating up. Colette comes down from the pedestal and starts to dance. Missy joins in, framing Colette's gyrations with her own eccentric movements. As the crowd starts to boil over, Willy's eyes are shining. At the climax of the dance, Colette falls into the Marquise's arms. Their lips move closer and closer - a huge GASP comes up from the house. Then...But the rioting audience turn on them.A crowd of RUFFIANS advance on Willy and Meg. Willy brandishes his cane, keeping them off as he and Meg make their way to the door. Somebody grabs Meg's hair and she punches him in the face. The whole auditorium is in a state of revolt.

The house EXPLODES. People are on their feet, yelling and booing. A barrage of food and glasses are thrown onto the stage, smashing around the embracing couple - even a footstool, which Colette narrowly dodges. The curtain falls.

Anubis, now without his headdress, is talking to a REPORTER, whose attention is suddenly distracted as Colette and Missy exit their dressing room.COLETTE (cont'd) They don't scare me at all. Look am I trembling..? (holds out her hand) I will continue to pursue this because I am an artist and a free woman and if Paris won't have me -- so be it! I'll go elsewhere to make a living.

In a country graveyard, a coffin is going into the ground. A COUNTRY PRIEST reads the rites. The family are assembled for the funeral of JULES COLETTE. Sido is clearly beside herself with grief. Colette is there - deep in grief, with Willy who sneaks a look at his watch. This doesn't go unnoticed by Sido. OMITTED

Colette unlaces a boot and drops it on the floor.Colette sighs, puzzled by death - exhausted.Colette is brought up short.She throws her other boot to the corner of the room. Sits there, fuming.

Through the window, Willy walks around the garden, smoking. Colette brings a dirty plate up to Sido at the kitchen sink.She glances out to see Willy in the garden.Willy appears -- immediately sensing an atmosphere.Both women carry on with their kitchen duties without replying.Colette averts her eyes, unable to look at him.

An aerial shot over fields and hedges finds a steam train speeding along.

A train has pulled in. Amongst the disembarking passengers is a TROUPE OF MUSIC HALL PERFORMERS. We follow them down the platform: There are SHOWGIRLS, ACROBATS, DOG TRAINERS, A MAGICIAN. Colette and Wague are with them, dragging a trunk.

It is raining. The troupe walk to the stage door. Outside the theater a poster announcing the various acts including Mme. Colette Willy and Wague in "FLESH." OMITTED OMITTED

Colette stares at herself in the dressing table mirror with a kind of melancholy blankness. She is thirty-three years old now and she looks tired. There's a knock at the door. It's Wague.She snorts.He looks at her.He exits. Colette turns back to the mirror and sighs.

With the scene set for a peasant's cottage, Colette is flirting with a SECRET LOVER. The AUDIENCE is not paying much attention - they are drinking, talking, eating. Wague, playing Colette's husband, discovers them and has a fit of jealous rage; he shoves Colette around, smashing dishes and goes to attack the lover. Colette pleads and tries to explain (silently, of course), but Wague's rage just builds. He goes to attack the lover but Colette gets in between them. Wague grabs her collar and TEARS IT ASUNDER REVEALING HER BREAST. Shocked he prostrates himself on the stage as though struck by lightning. The audience is awestruck. Colette stands frozen in her pose as the piano restarts. We see something in her expression - the exhilaration that comes with discovering a new source of personal power.

Willy is looking helplessly through a stack of bills. He looks like he's recovering from a rough night. Moments later, he is at his desk in front of a typewriter. He cracks his knuckles and prepares to work. In front of him is the GREAT BLANK PAGE. He types "WHAT CLAUDINE DID NEXT." Then, "A NOVEL BY WILLY" But nothing will come. The page remains blank. He stares at it with growing frustration. He types a letter, the word "I." Then dots. ..... I... I... then just scrambles on the typewriter anything. HJDGJYGEBNFJHjhgiuyi8t\[10845oiodfjnaf;knakgjhuyatuhrtka He stops. Then... KSJhdiuyrugjhabvdfjhqyt5pquojbf'auyt\[085yioqhohhtuhwqout He types faster and faster and faster and starts to bang the keys - first with fingers then with his fists so that he is likely to hurt himself. Then he stops, breathes and almost at the point of tears, and looks desperately at a picture of Colette on his desk.

The men are seated on either side of Ollendorff's wide desk, igniting cigars.Ollendorff eyes him, calculating. He takes a small slip of paper and scribbles a number on it and passes it over the desk. Willy looks at it, dismayed.

A warm crowded table in a lively low-roofed cellar filled with life and music. Colette and BAPTISTE, a Vietnamese conjurer, are having an arm wrestle across a table. Wague with a YOUNG FLIRT, a RUSSIAN ACROBAT and some SHOWGIRLS cheer Colette on. There is the feeling of merriment, of circus. Colette almost loses then makes a final mighty push to bring her opponent's hand down. Cheers from the assembled.The Acrobat offers his arm for a wrestle to the Baptiste.Laughter. Across the room, Missy enters at the main door. Wearing a SKIRT.Missy expertly detaches the skirt revealing trousers underneath. Everybody cheers.Missy snuggles on to the bench by Colette.Everyone cheers. A drunken showgirl, FLOSSY, plants a kiss on Colette's cheek.Her friend, MOLLY, agrees. Colette's eyes glow at this compliment - far greater and more meaningful than any she received in the salon. Baptiste pops the champagne cork to more cheers. It seems like the party will go on all night.

You can give it and you can take it... We loves ya, don't we, Moll?

A small pokey hotel room. Colette and Missy undress for bed by candlelight.They get into bed and hold each other close.Missy nods, hiding her hurt.They stare into each other's eyes. There's a pounding on the door.Colette stands using a blanket to cover herself as the MANAGER opens the door with his WIFE in tow.He slams the door. Colette looks distraught.Colette looks into Missy's eyes and finds strength there.

MUSIC COMES UP. Hastily, dressed, Colette and Missy descend the stairs with their bags, past the manager with their heads held high.

As the exiled lovers walk off into the darkness, Missy takes Colette's hand.

The house has taken on a depressing air - pictures have been taken down, furniture has been moved out. Colette is packaging up her collection of paperweights. Across the room, Willy is packing up some bric-a-brac. They work in silence, at opposite ends of a wide frame.There's a flash of guilt in Willy's eyes.She throws the original Paris snow globe across to him. Half the water has leaked out and it looks pretty deteriorated.Tears come to his eyes but she doesn't see.Colette is affected by this but won't let it show. She finishes up a crate and puts the lid on.Colette sighs. The tug of old forces on her heart.They look across to each other but the distance between them seems now unbreachable.Willy sighs, wants to cry. He shrugs.

Colette lies awake, troubled. There's a light knock.Willy enters, dressed in his nightshirt.He kisses her on the cheek.Willy cannot say it.She holds him close, as if he were a child.

The audience are applauding. Up on stage Colette and her music hall troupe bow together holding hands.

The troupe descend a spiral staircase leading down from the stage. Colette is next to Wague, exhausted after her performance. Flossy turns round out.Colette waves her hand indicating so-so. She turns to go up some steps when a voice calls out for her.They shake hands.Colette gives him a tight-lipped smile. Two SHOWGIRLS come down the stairs and bustle past them up. OLLENDORFF (cont'd) I was thinking, if you were free, I would like to take you and the Marquise to dinner.A STAGEHAND passes between them carrying a bunch of flowers up the stairs.Colette looks at him stunned.Colette struggles to keep herself under control.

Paul Héon sit typing while Willy stands, giving dictation. Colette is at the door, livid.Colette storms in.Sensing the impending storm, Héon rises, makes for the door.He leaves the two of them alone.She just looks at him.He reaches for her hand. She explodes, recoils as if at an electric shock.Colette catches her breath and slowly turns to him. Her eyes are burning. When she speaks, it is with unexpected calm.Willy stares at her, stunned.Willy sinks into a chair. He looks exhausted, deflated. He has finally broken.She walks to the door. Willy's tone turns.She leaves, closing the door behind her.

Evening is coming on. The street of Paris are busy with cars. The electric street lamps turn off automatically.

Willy is looking through the exercise books. Page after page of Colette school notebooks, - the original text of the Claudine novels with the occasional margin note from Willy. He is thinking out loud to Heon...Heon says nothing. Willy reads his silence.He heads out the door. Leaving Héon with the books.

Willy and Schwob sitting at a dark table nursing an absinthe. A chess set is in front of them but they are barely interested in the game.A solemn silence. Across the bar a YOUNG WOMAN (who we remember as LILY - GEORGIE'S ASSISTANT) and her GIRLFRIEND are having coffee at the bar. She says something to her then ventures across the room.This embarrasses Lily.He gives her a come on look through bleary eyes. Schwob looks embarrassed.He pats the seat beside him. Lily looks disillusioned, sad.And she's gone. Willy stares sadly into his drink.He downs the last dregs and sighs.

Héon stokes up the fire in Willy's study. He takes the first book and is about to throw in on. Then he stops, opens the book and looks at the words for a moment. Taking a decision, he puts all the books in a leather satchel, and heads out the door.

Everyone is asleep except Colette, who leans against the side of the compartment, staring into the blackness. Then Missy stirs. She catches Colette's eye. Colette returns her gaze with a tired smile, and mouths - I Love You.

The three find their way to the theater that displays a giant poster for "FLESH."

At the venue, Colette is getting dressed. She pulls on a stocking but her big toe pokes through it. It's torn.She goes over to a large trunk in the corner, opens it up, and rifles around in the tattered sequin gowns. At the bottom of the trunk, she finds something that stops her in her tracks. It is one of her school notebooks - the last one of the original Claudine At School manuscript. She flips through it and about a third of the way in finds the page that says THE END. Wague sticks his head in the door.She blows him a kiss. MOMENTS LATER The nib of a pen is dipped in ink. On the opposite page from the end of Claudine, Colette writes "NOTES ON THE MUSIC HALL." She starts to write again - we hear a new authority in her voice.

Colette walks down the corridor backstage, past SHOWGIRLS changing and ACROBATS warming up - her new world, her new community. She sees Wague who signals to her good luck.Approaching the stage, we hear the audience chanting "Colette" over and over in rhythm. The sound gets louder, the audience's feet beating a tattoo on the floor; COLETTE, COLETTE, COLETTE.

Colette takes a deep breath. The curtain goes up, to thunderous applause. She walks into the brilliant glow of the footlights, and disappears into white, like a bird disappearing into the sun. TITLES comes up, accompanied by ARCHIVAL PHOTOS and MUSIC.

In 1911, Colette's "The Vagabond," based on her music hall experience, was published under her own name to great critical acclaim.

Missy and Colette continued their relationship for many years. Missy often accompanied Colette on her music hall tours, though never again opted to appear on the stage.

Willy continued to publish ghost- written books with Meg, but failed to replicate the success of the Claudines. He died in 1931 in relative obscurity.

Paul Héon did not destroy the original Claudine manuscripts but returned them to Colette. They became crucial evidence in a 1948 legal battle to establish the true authorship of the novels... that Colette won.

Colette went on to publish over fifty acclaimed novels and short stories. She became the most celebrated female author in the history of French literature.

In her old age, Colette remarked, "What a wonderful life I've had. I only wish I'd realized it sooner."

TITLES FADE IN : SUPERIMPOSE : AT 600 KM ABOVE PLANET EARTH THE TEMPERATURE FLUCTUATES BETWEEN +258 AND -148 DEGREES FAHRENHEIT . THERE IS NOTHING TO CARRY SOUND . NO AIR PRESSURE . NO OXYGEN . LIFE IN SPACE IS IMPOSSIBLE . TITLES FADE OUT . OVER BLACK SUPERIMPOSE : GRAVITY FADE IN :A section of the Earth as CAMERA TRACKS . The EXPLORER space shuttle becomes visible . The fuselage roof of the shuttle is open , creating an exterior hangar where the Hubble telescope is docked .Well , Medical does n't agree , Doc . Are you feeling nauseous ?ANOTHER ANGLEMATT KOWALSKI , a veteran astronaut commander on his last space mission , spacewalks behind the shuttle . He wears a propulsion backpack .CAMERA TILTS UP WITH Matt .Matt starts to play a country western song over the radio speakers . He moves , circling around the space shuttle . Over radio , Hank Williams , Jr. sings “ Angels Are Hard To Find . ”ANOTHER ANGLEDR. SHARIFF DASARI becomes visible , tethered to the shuttle , as he makes repairs to it .Matt approaches Shariff from b.g . We hear people in Mission Control chatter and cheer , V.O .Shariff starts dancing .Matt moves around Shariff .CAMERA TILTS DOWN and DOLLIES IN ON DR. RYAN STONE , a medical engineer on her first mission . She is on a crane- like robotic arm attached to the shuttle . She is focused on a communication card panel on the Hubble .Matt turns the music off .Ryan takes a card out and examines it .Matt moves INTO FRAME .CAMERA TILTS DOWN and TRACKS WITH Matt as he moves past Shariff .CAMERA PANS AROUND WITH Matt as he joins Ryan at the crane-like robotic arm .Ryan drops a bolt , which floats as Matt reaches out to grab it . Matt moves to Ryan and gives the bolt to her . They work together on removing the panel .Matt continues to breathe heavily into the radio .The robotic arm begins to move very slowly , pulling Ryan and Matt along .Shariff chuckles .Ryan moves . Matt unclips a cable .Matt holds the cable .Matt and Ryan begin to remove another panel .She chuckles .Matt and Ryan turn to see Shariff jump and float away from the shuttle . His safety tether tenses and snaps him back . Matt glances upward .Matt and Ryan work the panel .Ryan finishes working .Ryan and Matt close the panel .Matt and Shariff move to the base of the Hubble .Matt pulls down a lever . Then moves upward .The locks holding the Hubble in place release . Matt pushes it up .Ryan is on the robotic arm .Matt flies to the right .Fragments of debris fly past .A large piece of debris from a BSE satellite flies past Shariff .The debris flies .Matt flies left .Matt flies towards Ryan .Matt tries to help Ryan detach herself .A piece of debris smashes into Shariff , killing him .Flying debris punctures holes in the shuttle , which starts to veer out of control .Ryan , still attached to the robotic arm , spins around with the shuttle .The robotic arm breaks off from the shuttle with Ryan still attached to it . She continues to spin around .Ryan detaches herself and flies off .

Um, please verify that the P-one ATA removal on replacement cap part one and two are complete.

Okay. Copy that, Explorer. Dr. Stone, Houston. Medical is concerned about your ECG readings.

Not any more than usual, Houston. Diagnostics are green. Link to communications card ready for data reception. If this works, when we touch down tomorrow, I ’ m buying all you guys a round of drinks.

That ’ s a date, Doctor. Just remember, Houston ’ s partial to margaritas.

MATT ( V.O. ) ( CONT'D ) I ’ d been up here for forty-two days. Every time I passed over Texas, I looked down knowing that Mrs. Kowalski was looking up, thinking of me. Six weeks I ’ m blowing kisses at that woman. Then we land at Edwards and I find out that she ’ s run off with this lawyer. So, I packed my car, and I headed to --

Tijuana. You ’ ve told this story, Kowalski. As Houston recalls, she, uh, took off in your seventy- four GTO. Engineering requests fuel status on the jetpack prototype.

Five hours off the reservation and I show thirty percent drain. Give my compliments to Engineering. Except for a slight malfunction in the nulling of the roll axis, this jetpack is one prime piece of thrust.

Tell ‘ em I still prefer my sixty- seven Corvette, though. Speaking of which, did I ever tell you --

Even Engineering? MISSION CONTROL ( V.O. ) ( over radio ) Especially Engineering.

Uh, could you be a little more specific? Indeterminate estimates make Houston anxious.

Oh, no, no, Houston. Don ’ t be anxious. Anxiety ’ s not good for the heart. System is ready to reactivate.

That applause you hear is for you, Shariff. Congratulations. Kick back, take the rest of the day off.

Mera juta hai jaapaani, my patloon inglistaani saar pe laal topi rusi --

Matt, do you have a visual on just what Mission Specialist Shariff is doing up there?

Dr. Stone, Houston. Medical now have you with a temperature drop to thirty-five-point-nine and a heart-rate rise to seventy. How are you feeling?

Houston, I ’ m fine. It ’ s just keeping your lunch down in zero-G is harder than it looks. MISSION CONTROL ( V.O. )

Uh, Dr. Stone, Medical is asking if you want to return to Explorer.

Negative. We ’ ve been here a week, Houston. Let ’ s just finish this.

Uh, no, that ’ s a negative. I ’ m afraid we ’ re getting nothing on this end, Doctor.

Could Houston be misinterpreting the data? MISSION CONTROL ( V.O. )

Well, we ’ re not receiving any data. Engineering is recommending a vis-check for component damage.

Visual examination doesn ’ t reveal any damaged components. The problem must be originating from the comms panel.

Yeah, that seems to be the case. Engineering admits that you warned us that this could happen. That ’ s as close to an apology as you ’ re going to get from them. We should have listened to you, Doc.

Installing your system in the Hubble is the purpose of this mission and so we appreciate your patience, Doctor. Kowalski, we-we know you don ’ t care about things like this, but, uh, for your information, this delay is not gon na be long enough for you to break Anatoly Solovyev ’ s spacewalking record. It seems like you ’ re gon na be left, uh --

Well, it ’ s been a rough week. If it makes you feel any better, I coughed up everything but my kidneys on my first ride.

Sorry. I ’ m used to a basement lab in a hospital where things fall to the floor.

Yeah, well, call me a genius if I can get this board initialized in the next hour.

Uh, NORAD reports a Russian satellite has incurred a missile strike.

The impact has created a cloud of debris orbiting at twenty thousand miles per hour. Current debris orbit does not overlap with your trajectory. We ’ ll keep you posted on any developments.

I was just happy that they didn ’ t cut the funding to my research.

Oh, nothing Matt. It ’ s just a new set of eyes to scan the edge of the universe.

Listen, they don ’ t bankroll prototypes. Even for your pretty blue eyes.

And to think he went to Harvard. You got ta admit one thing : Can ’ t beat the view.

Houston, from first inspection, comms panel appears to be dead. Am I a go to cut link to auxiliary?

That is affirmative. Surprisingly, Control hasn ’ t heard the Mardi Gras story. Please proceed.

Well, it ’ s day one, and I ’ m bumping my way down Bourbon Street looking for a sister of a friend of mine. Streets are full of people. I ’ m thinking there ’ s no way I ’ m gon na find this girl.

Then all of the sudden, I look up, and there she is, and I ’ m about to yell out, and I see she ’ s holding hands with some short, hairy guy in board shorts and a Margaritaville shirt. And then I realize that this guy is not a guy. That my girl is holding hands with a --

Mission abort. Repeat. Mission abort. Initiate emergency disconnect from Hubble. Begin reentry procedure. ISS, initiate emergency evacuation.

Matt, immediate return to Explorer. Repeat, immediate return to Explorer.

Debris from the missile strike has caused a chain reaction, hitting other satellites and creating new debris. Traveling faster than a high-speed bullet up towards your altitude. All copy.

Well, we have a full-on chain reaction. It ’ s been confirmed that it ’ s the unintentional side effect of the Russians striking one of their own satellites.

Right of disposal. Most likely a spy sat gone bad. Now it ’ s shrapnel.

It ’ s not good. Most of our systems are gone. Debris chain reaction is out of control and rapidly expanding.

Most of them are gone. Telecommunication systems are dead. Expect a communication blackout at any moment.

Explorer, repeat, expect a communication blackout at any moment.

Explorer, this is Kowalski, confirming visual contact with debris. Debris is from a BSE sat.

Explorer, Dr. Stone requesting faster transport to bay area. Explorer, do you copy?

Houston, this is Explorer, copy. Houston, this is Explorer, copy. Kowalski, repor --

Dr. Stone, detach! You must detach! If you don ’ t detach, that arm ’ s gon na carry you too far!

I ’ m losing visual of you. In a few seconds, I won ’ t be able to track you. You need to detach! I can ’ t see you anymore! Do it now!

Houston, I ’ ve lost visual of Dr. Stone. Houston, I ’ ve lost visual of Dr. Stone.

Our radars detect you on a reentry trajectory. If you copy, please confirm identity.

We ’ ve deployed a rescue mission to retrieve you. Rescue mission is on the way.

Shenzhou, in the blind, this is Houston. We ’ ve deployed a rescue mission to retrieve you. Our radars --

I don ’ t know! I don ’ t know! I ’ m spinning! I can ’ t -- I can ’ t --!

Kowalski? Kowalski, do you copy? Kowals -- I have-have a vis -- Kowalski, I have a visual. I have- have a visual of Explorer. With north at -- twelve o ’ clock and the shuttle is at the center of the dial. I can see -- I can see the Chinese station. No -- No, it ’ s the International Space Station. ISS is at -- ISS is at seven o'clock.

Explorer, do you -- do you copy? Houston, do you copy? Houston, this is Mission Specialist Ryan Stone. I am off structure and I am drifting. Do you copy? Anyone...? Anybody...? Do you copy? Please copy. Please.

Yeah, Lieutenant Kowalski, yes. Yes, Lieutenant Kowalski, I ’ m here, I ’ m here!

Uh, oxygen is going down. It ’ s going down fast. It ’ s going down fast. Nine -- No, eight-eight percent. Eight three point nine percent.

I apologize for not complying. I should ’ ve stopped working as soon as you instructed me to.

I don ’ t know. I ’ m not gon na make it. I ’ m slowing you down.

Anything. I don ’ t care, as long as they don ’ t talk. I just drive.

She was four. She was at school playing tag. Slipped, hit her head, and that was it. Stupidest thing. I was driving when I got the call, so... ever since then, that ’ s what I do. I wake up, I go to work, and I just drive.

Got ya. You just... hold on and I ’ m gon na start pulling you in. I ’ m gon na star --

Just hold on. Hang on. I am gon na pull you in. I ’ m gon na pull you in.

No. No. You ’ re not going anywhere. You ’ re not going anywhere.

Please, please, please, please don ’ t do this. Please don ’ t do this. No, no, no. Please don ’ t, Matt. Please don ’ t do this.

Okay. Matt, this is Ryan, copy. Matt, this is Ryan, copy. Matt, I made it, I ’ m here, I ’ m on the station. Do you copy? Come on, Matt, talk to me. Tell me where you are, give me your position. Where are you? Give me a visual. Just tell me what you see. Oh, come on. You ’ ve been yammering since we left Cape Canaveral, and now you decide to shut up? Talk to me. Just say something, say anything! I don ’ t care! Hey, tell me about, uh, Mardi Gras. Tell me about the hairy guy. Huh? Tell me what happened. What happened to the, uh, hairy guy?

Houston, in the blind... this is Mission Specialist Ryan Stone reporting from the ISS. All communications with Mission Commander Matthew Kowalski have been lost. Radio transmission absent. Visuals nonexistent. To confirm, I, Ryan Stone, am the sole survivor of STS-one-five- seven.

Okay. Okay. Where is it, where is it? Where is the power? Here you are. Okay, great, just like training. Um... Uh, undocking, undocking.

Undocking. Red. Okay. Okay, where is it? Where is it? Come on. Okay. Okay. Okay, I remember this, I remember this.

Oh, you don ’ t have four minutes. We ’ re going manual. Come on. Okay. Okay. Active-Activate, undock.

That ’ s right, that ’ s right, that ’ s right, that ’ s right, that ’ s right. Ahhh. Come on.

Okay. Okay, come on. Come on, come on. All right. Okay, okay, okay. Okay.

Houston, in the blind, Tiangong is approximately one hundred kilometers to the west, and I am off its course by about thirteen degrees. I will correct trajectory.

Houston, in the blind. Houston, in the blind, this is Dr. Ryan Stone. I ’ m calling from the Soyuz TMA-one-four-M. I ’ m currently out of fuel and adrift, do you copy? Houston. This is Dr. Ryan Stone. Do you copy? Houston. This is Ryan Stone. Do you copy?

voice, sniffs ) Houston, this is Missish -- Mission Specialist Ryan Stone, do you copy?

Anin -- Aningaaq, is that --? Is that your --? Is that your name? Aningaaq is your -- is your name? Is that your name?

No, no, no. No, my name is not ‘ Mayday. ’ I ’ m Stone. Dr. Ryan Stone, I need help. I am --

Wh -- Those are dogs. They ’ re calling from Earth. They ’ re calling from Earth.

( into radio ) Aningaaq, make your dogs bark again for me, would you please? Your dogs. Dogs, you know. Woof, woof. Dogs.

Oh, I ’ m gon na die, Aningaaq. I know, we ’ re all gon na die. Everybody knows that. But I ’ m gon na die today. Funny, that. You know, to know...

But the thing is, it ’ s that I ’ m still scared. I ’ m really scared. Nobody will mourn for me, no one will pray for my soul. Will you mourn for me? Will you say a prayer for me? Or is it too late?

I mean, I ’ d say one for myself, but I ’ ve never prayed in my life, so... Nobody ever taught me how. Nobody ever taught me how.

A baby. There ’ s a baby with you, huh? Is that a lullaby you ’ re singing? That ’ s so sweet. I used to sing to my baby. I hope I see her soon.

Sing me to sleep, and I ’ ll sleep. Keep singing. And sing, and sing.

Okay. Okay, landing. All right. Okay. Soft landing jets trigger automatically at three meters before landing, so...

Houston, here ’ s the tricky part. Soyuz has to think we are three meters off the Earth.

Since I had to listen to endless hours of your storytelling this week, I need for you to do me a favor.

You are gon na see a little girl with brown hair, very messy, lots of knots. She doesn ’ t like to brush it. That ’ s okay. Her name is Sarah. Can you please tell her that Mama found her red shoe? She was so worried about that shoe, Matt. But it was just right under the bed.

( as if to Matt )... big hug and a big kiss for me, and tell her that Mama misses her. You tell her that she is my...

... tell her that I ’ m not quitting. You tell her that I love her, Matt. You tell her that I love her...

You ’ re losing altitude, Tiangong. You keep dropping and you ’ re gon na kiss the atmosphere. But not without me, because you ’ re my last ride.

Steady. Okay, come on, come on. Come on. Steady, steady. Come on. Come on. Where are you? Where are you?

Okay. Shit! Okay. Come on. Shenzhou, come on. Shenzhou. Shenzhou. Fuck! Okay, this way. Shenzhou. Where are you? Come on, where are you? What ’ s this?

Houston. Houston, in the blind. This is Mission Specialist Ryan Stone reporting from the Shenzhou. I ’ m about to undock from Tiangong... And I have a bad feeling about this mission.

Never-Never mind the story, Houston. Never mind the story. It's getting hot in here. Okay. All right. Okay. All right, the way I see it, there ’ s only two possible outcomes. Either I make it down there in one piece and I have one hell of a story to tell, or I burn up in the next ten minutes. Either way, whichever way... no harm, no foul! Because either way... it ’ ll be one hell of a ride. I ’ m ready.

You need to focus. Anything, use the sun and the Earth, give me coordinates.

Give me coordinates! Dr. Stone, do you copy? Repeat, do you copy? Give me your position! Report your position. Give me a visual! Do you have a visual of Explorer? Do you have a visual of ISS? I need you to focus. Anything. Use the sun and the Earth, give me coordinates. Give me coordinates.

Okay, you ’ re breathing too fast. You ’ re burning oxygen, and we don ’ t want to do that. We want to relax. Copy?

I know, you never realized how devastatingly good-looking I am. But I need you to stop staring and help me with the tether.

All right, here we go. All right. Now, to clear you from the jets...

You ’ re burning oxygen. We ’ re going back to the shuttle. How ’ s that for a plan? Copy?

Right. Copy that. Houston, in the blind. This is Kowalski. Dr. Stone and I are gon na make our way back to base. Can you get the Explorer to prepare the airlock for arrival? Copy? Houston, this is...

... Kowalski. How do you copy? Houston, in the blind. This is Kowalski.

We don ’ t know that. That ’ s why we keep talking. If somebody is listening, they might just save your life. Set your watch for ninety minutes.

... debris at fifty thousand miles an hour. If you factor in our current orbit, then I figure we got about ninety minutes before we get our asses kicked again.

Houston, in the blind. This is Kowalski. Our current location is approximately... nine hundred meters out from the Explorer. Dr. Stone and I would like to retrieve the body of Mission Specialist Shariff and return it to the shuttle. Am I a go to retrieve? Roger that.

Here ’ s hopin ’ you have a hell of an insurance policy, Houston. The damages to Explorer are catastrophic. Will commence search for survivors.

Houston, in the blind. To confirm. Mission Specialist Dr. Stone and Mission Commander Matthew Kowalski are the sole survivors of the STS-one-five- seven.

We were gon na get hit no matter what. There was nothing you could do to change that. Hey.

All right, we have to make our way to the Space Station. Over there.

It ’ s a bit of a hike, but we need to use their escape pod, the Soyuz, to get back to Earth. Agreed? Dr. Stone, agreed?

Dr. Stone and I have determined to proceed to ISS and use one of their Soyuz for re-entry. ISS, if you hear us... we could sure use a rescue mission.

That ’ s what I ’ m gon na miss the most. So where ’ s home, Dr. Stone? Ryan, where ’ s home?

That would make it roughly... eight PM. What are the good people of Lake Zurich doing at eight o ’ clock?

What would you be doing? Come on, Ryan. It ’ s eight o ’ clock. You've just left the hospital after an eighteen-hour shift. Driving home.

Well, I ’ ve got good news and bad news. The good news is, we ’ re about five minutes from the ISS and I know where the Russians stash their vodka. And that is good, because I ’ m runnin ’ on fumes here. The bad news is, I ’ m gon na be about ten minutes short of breakin ’ Anatoly ’ s record, and I --

Houston, in the blind, we have a visual of the ISS. The station must have been evacuated because the first Soyuz is...

... missing. The second Soyuz exhibits surface damage, and its chute has been deployed. Any use as an escape pod for re-entry is impossible.

Not yet. I wasn ’ t kidding about those fumes. This can has one or two good thrusts left... if we ’ re lucky. Steady. Aim. Fire!

Hey, Ryan, you copy? Look for the airlock. It ’ s above you, next to the Zarya module. You see it?

All right, good. That ’ s where you want to go. Now you ’ re getting lightheaded, right?

That ’ s because you ’ re breathing CO2. You ’ re losing consciousness. You need to board the station.

That second Soyuz is too damaged for re-entry, but it ’ s perfectly fine for a little Sunday drive.

You ’ re gon na take the Soyuz, and you ’ re gon na cruise over there. Chinese lifeboat is a Shenzhou.

It doesn ’ t matter. Its re-entry protocol is identical to the Soyuz.

You point the damn thing at Earth. It ’ s not rocket science. And by this time tomorrow, you ’ re gon na be back in Lake Zurich with a hell of a story to tell. You copy? Ryan, you copy?

I want to hear you say you ’ re gon na make it. Come on, Ryan, say it.

Keep going. So now that we have some distance between us... you ’ re attracted to me, right?

I ’ m gon na break Anatoly ’ s record, and I think mine ’ s gon na stand for a long, long time.

Check your watch. Thirteen hours and eleven minutes. Call Anatoly and tell him he ’ s been bumped.

That ’ s better. I found a little extra -- a little extra battery power. It helps that I didn ’ t have you around to distract me. I have to say, I ’ m glad to see ya. I didn ’ t think you were gon na make it.

All right. Let ’ s get out of here. The Chinese station ’ s about a hundred miles. Just a little Sunday drive.

Well, landing is launching. It ’ s the same thing. Didn ’ t you learn about that in training?

I get it, it ’ s nice up here. You can just shut down all the systems, turn out all the lights... and just close your eyes and tune out everybody. There ’ s nobody up here that can hurt you. It ’ s safe. I mean, what ’ s the point of going on? What ’ s the point of living? Your kid died. Doesn ’ t get any rougher than that. But still, it ’ s a matter of what you do now. If you decide to go, then you got ta just get on with it. Sit back, enjoy the ride. You got ta plant both your feet on the ground and start livin ’ life.

Ryan spins out of control as she careens .She flies PAST CAMERA and continues in the b.g .She spins and flips .She continues spinning .DISSOLVE TO :

Ryan glances about as she tries to calm down . The Explorer shuttle , a glowing light , is far off in the distance .CAMERA RACKS FOCUS ON the inside of the helmet , which illuminates gauges and meters of the vital statistics of Ryan ’ s space suit , which read : CWL TEMP 15C WARN RADIATION LOW OXYGEN 10 % LIFE SUPPORT BATTERY 42 %CAMERA PULLS BACK OUT of her helmet .DISSOLVE TO :

Ryan continues to flip and spin around .Ryan shines her flashlight , using it like a beacon .Ryan looks at the gauge on her wrist , which indicates her suit status .Matt approaches from far off in the b.g . He speeds toward her .Matt collides with her and grabs onto her . Ryan reacts , panicked . They tumble together , facing each other .Matt attaches the tether to Ryan ’ s suit . They continue tumbling together .Matt pushes Ryan away from him . As she drifts again , she panics . Matt turns and uses the thrusters to accelerate .Matt pulls Ryan behind him via the tether .They move towards the Explorer in the distance .

Matt flies , pulling Ryan behind him .Ryan sets her watch .Text on the wrist display next to the watch reads : SUIT PRESS 35PSI 01:30 00 OXYGEN ALERT 6 % BATTERY 18 % SPC02 4.1 min She reaches and grabs hold of the tether .Matt thrusts forward again , pulling her in a jerking motion .

Matt flies back and forth as he tries to correct their course , searching for Shariff . The tether jerks Ryan back and forth .Matt ignites the thrusters and speeds in b.g . toward the panel Shariff is attached to . Matt grabs onto the panel , stopping his trajectory . Ryan flies past him toward Shariff ’ s corpse .

Ryan flies f.g. and crashes into Shariff ’ s corpse , causing it to careen out of control , pulling the panel with it . Matt , still holding onto the panel , disconnects Shariff ’ s tether from it and attaches it to himself .Matt lets go of the panel , which exits , as Shariff ’ s corpse and Ryan pull him with them .Ryan grabs hold of Shariff ’ s corpse and holds on .Ryan looks down at the face of the corpse and reacts . Shariff ’ s corpse . The helmet is destroyed and there is a hole through his face , caused by the debris . Ryan is horrified . Near Shariff ’ s corpse there is a photo floating , attached to a small tether . The photo depicts Shariff with his wife and son .Matt leads Ryan and Shariff ’ s corpse toward the wreckage of the Explorer , which has suffered devastating damage .

Matt , Ryan , and Shariff ’ s corpse are flying toward Explorer at a high velocity .They slam into the shuttle and scatter . Ryan flies and is pulled by the tether to Matt , who grabs onto the broken cockpit window frame . Matt pulls Ryan toward him .CAMERA PUSHES PAST THEM THROUGH the window frame , INTO the cockpit , which is in disarray . Several objects are floating about . The beam of Matt ’ s flashlight shines onto a floating toy . Ryan moves to enter , but suddenly bumps into the corpse of one of the astronauts . Matt peers in through a hole on the other side of the cockpit .Ryan joins Matt , now tethered to the shuttle . Shariff ’ s corpse floats in the b.g .Matt points to the space station way off in the distance .Matt and Ryan facing each other .Matt pushes Ryan , and she spins away . Matt pushes off the shuttle and thrusts , pulling Ryan with him .CAMERA PULLS BACK to reveal Shariff ’ s corpse , now tethered to the shuttle .

Matt floats , pulling Ryan behind him . The sun crests over the edge of the Earth . Hank Williams , Jr. sings “ Angels Are Hard To Find ” under the following scenes .Matt slowly floats , pulling Ryan behind him .Matt floats , pulling Ryan behind him .Ryan slowly floats . The reflection of the Earth appears on her helmet .Matt glances at the mirror affixed to his wrist . The mirror on his wrist depicts the reflection of Ryan .Matt floats in the b.g . toward the far-off space station . Ryan is pulled with him .An alarm sounds , indicating Ryan ’ s oxygen level is low . Matt looks at his wrist mirror .

SPACE STATION - DAYShe looks down to her arms as she checks her oxygen monitor . The monitor reads : oxygen low .She glances up to Matt .

Matt and Ryan float in the f.g. , as Ryan exits .Matt floats toward the space station , pulling Ryan with him .Matt triggers his thruster , hurtling them at a high speed .

Past Matt to the space station . Ryan ’ s arms enter f.g. and grab hold of the tether .

Matt flies and smashes into it . Ryan is pulled behind him .She flies into f.g. as CAMERA TILTS UP and FLIPS AROUND to TRACK WITH her as grabs hold of a railing .Matt flies past , pulling Ryan with him . Ryan bumps into a solar panel and their tether snaps . Ryan falls .Ryan falls . She becomes entangled in some of the Soyuz ’ s parachute rigging . The rigging pulls her up . She reaches out her hand .

He flies toward her , unsuccessfully grabs for her hand .Ryan grabs hold of the tether attached to him .

Ryan is pulled by the tether .Matt holds firmly onto the tether as he is yanked . Ryan holds firmly onto the tether . Ryan ’ s left leg is entangled in the parachute rigging .Matt takes hold of the tether clip .Ryan is pulled and Matt yanks her back .Matt starts to unclip the tether .Matt unclips the tether .Matt lets go of the tether and floats off .Ryan floats toward the space station . Matt floats away .Ryan smacks into a part of the space station and flips over . She grabs hold of a metal railing . We see Matt far away now in the b.g . Ryan ’ s C02 alarm goes off , indicating that she ’ s out of oxygen .Ryan turns , holding tightly onto the metal railing .Holding on tight to the space station ’ s railing , Ryan turns her body upside down and moves toward the station .Ryan climbs upward .CAMERA PANS TO a tiny dot in the distance , which is the Chinese station .CAMERA DOLLIES AROUND Ryan .CAMERA TRACKS WITH Ryan to reveal Matt , a tiny speck in b.g .Matt , a tiny speck in b.g .CAMERA PANS TO Ryan . She moves her arm . Hank Williams Jr. ’ s “ Angels Are Hard To Find ” continues .

Matt is a tiny speck . With great effort , Ryan climbs to the airlock and opens its handle .

Ryan opens the airlock door and is blown by the air pressure as she tightly grips the door handle . She manages to climb inside the airlock .

Ryan closes the airlock door . She turns the handle of a valve . The oxygen levels of the module re-pressurizes . As oxygen fills the cabin , Ryan takes off her helmet and breathes deeply . She removes her suit .

Ryan enters and glances about . An electrical panel with exposed wiring emits sparks and flames . Ryan enters the communications room .She stops and turns toward the radio panel , placing a radio headset on her head .Ryan ’ s reflection is on the window as she gazes through it .An alarm sounds , prompting her to float and examine a laptop affixed to the wall .On the laptop monitor , which displays a message and a graph of the station , which indicates which sections are on fire . The alert reads : “ FIRE. ” On the map , the labels of which read : “ Kibo Lab , jcm , Overhead , Port , UC Lab , Node 2 , Deck. ” Ryan approaches a ball of fire . She grabs a fire extinguisher off the wall and uses it on the fire . The spray from the fire extinguisher blasts her against the wall , momentarily knocking her unconscious , then she regains consciousness . The fire is quickly expanding . Ryan takes the fire extinguisher again , plants her feet and stabilizes herself . She sprays the fire extinguisher . The fireball rapidly expands , knocking Ryan into a new passageway . The fireball expands throughout the station behind her . She dives down , through a hatch . She struggles to open the hatch to the second Soyuz . The fireball is expanding into the compartment . Ryan climbs down into the second Soyuz , still carrying the fire extinguisher and locks the hatch above her . She climbs further down into another section of the Soyuz . She closes the second hatch above her . The Soyuz shakes , due to the station outside exploding and crumbling .

Ryan slides down through a hatch into the command center of the Soyuz .She reaches for a nearby instruction manual , which is marked in red . She straps herself into the seat and examines it .She reaches up and presses several buttons on the control console . The monitor now displays a countdown which reads : “ 00:04.30. ” The Soyuz is jolted and shakes terribly . Ryan flips through the pages of the instructions .She reaches up toward another control panel and presses a button .

The Soyuz is released from the station and floats away from it . The Earth is far off in the b.g .

The periscope displaying the station from outside . As it floats away , the parachute , which has been deployed , is tangled around a section of the station . Ryan breathes heavily . She is seated and watches the periscope in front of her . She checks her watch for the amount of time until the debris will hit again . It reads “ 00:07:25 . ”Ryan pulls out the joysticks to activate the manual control steering .

The station thrusts away , the parachute still caught . It pulls taut and stops the Soyuz with a jolt .

Ryan is shaken about as the station is jolted . She glances about , confused .

The parachute tenses and pulls the Soyuz toward the station at a high speed .

Ryan , upside down , gazes at the periscope . She sees that the Soyuz is on a trajectory to crash into the station .She uses the manual controls to activate the thrusters .

The thrusters emit a quick blast changing the Soyuz ’ s direction slightly . The parachute ropes become taut . The Soyuz flies away from the station , but the parachute snaps the Soyuz back toward it .

The Soyuz flies over the station . The parachute catches again . The ropes pull taut .

Ryan is shaken about as the Soyuz is jolted to a stop . She takes control of the manual steering .

The thruster jets are manually activated , stopping its approach and gently pushing it away at a steady rate .

Through the periscope , we see Soyuz is slowly floating away from the station .Ryan uses the manual steering to steady the Soyuz .

The Soyuz flies away from the station at a slower velocity than before . The parachute pulls taut , and the Soyuz jolts to a stop , but the soft thrusters keep it from being pulled back toward it .

Through the periscope , we see that Soyuz has steadied , but is still tethered to the station via the parachute , which is entangled in one of the station ’ s solar panels .Ryan glances about .

The Soyuz hovers near the station . Ryan , wearing a space suit , steps out of the hatch , tethered to the inside of the Soyuz cabin . Her watch timer goes off , indicating that the debris should be coming back . She glances about , but does not see any debris .She climbs down the side of the Soyuz to where the parachute ropes are bolted to the vessel . She attaches herself to an open panel and glances about .Satisfied that no debris is coming , she produces a tool and starts to detach the parachute ropes . She doesn ’ t see the debris coming toward her .Ryan drops one of her tools , which starts to float away . She turns to grab it and sees the debris hurtling toward her as it starts to tear through the satellites .As she quickly tries to detach the parachute ropes , she flips upside-down and tries to ignore the debris cutting through the station behind her .She removes one of the ropes as a section of the station explodes behind her . The remaining part of the station flies under the Soyuz . She holds onto the Soyuz as the station spins out of control , pulling the Soyuz with it . She struggles to hold on as the Soyuz flies through new debris . She removes the final rope and holds tight to the Soyuz , which flies away from the station . The wing of the Soyuz plows through a satellite . The Soyuz floats , seemingly out of harm ’ s way . Ryan climbs toward the Soyuz hatch . She glances back at the crumbling station before exiting .

A control panel displays several alerts and alarms . Ryan ’ s helmet floats . Ryan closes the hatch after having just come through it . She straps into the command seat and switches off the alarms .She looks at her watch . She resets her watch timer to 01:30 . She starts the timer . Ryan reacts to the temperature which is now below freezing . She places an instruction manual in her lap and uses the steering joysticks to reposition the Soyuz .Ryan looks through the periscope , displaying the western horizon .

The periscope displays the far-off Chinese station on the western horizon . The Soyuz stabilizes in a position to head directly toward it .She clears her throat .

The periscope displays the Chinese station in the distance .LOW ANGLE - RYANreaches up and flips some switches .Ryan presses the thruster ignition button on the control panel .

Ryan reacts , confused .Ryan reaches up toward the control panel again . LOW ANGLE - RYAN presses the thruster ignition button again .

Ryan repeatedly presses the ignition button , but nothing happens . She starts to panic .She taps on the fuel gauge , frozen in place due to the temperature . The needle is tapped loose and drops down to zero , indicating that there is no fuel .Ryan angrily hits and kicks the control panel .

Ryan calms down . The Chinese station is far off in the b.g .The sun sets behind the edge of the Earth .

The edge of the window , which starts to gather frost and freeze over .THE TOP OF A CONTROL PANELA card depicting a Russian religious character is affixed to it .RYAN ’ S HELMET AND A FIRE EXTINGUISHERBoth floating in the air .RYAN leaning toward the control panel , reacting as a transmission finally comes through the radio .She reacts as she hears dogs over the radio .Ryan sits back in her seat and moves her fingers , trying to keep them warm .Aningaaq makes barking sounds , howls . Ryan makes howling sounds along with him .Ryan starts crying .Aningaaq starts to sing .A tear falls from her eye , freezes , and floats . CAMERA RACK FOCUSES ON IT .CAMERA RACK FOCUSES BACK ON Ryan as she hears a baby over the radio . She reacts and cries , as she hears Aningaaq singing .She leans over and presses a button on the control panel . CAMERA PANS WITH her as she reaches up and switches off the lights . She turns some dials , decreasing the oxygen in the cabin ’ s atmosphere , preparing to kill herself . The monitor , displaying the atmosphere levels and vital statistics of the cabin . The oxygen meter drops rapidly as an alert sounds . Text under the meter reads : “ O2. ” Ryan , now sitting back in the seat . She closes her eyes .The beam of a flashlight shines on her through the O.S . porthole . She sees Matt , peering through the porthole . He starts to open the hatch . Ryan , covering her face and reacting .Matt opens the hatch , sucking out all the air and sound . He crawls in and closes the hatch behind him . Ryan , cowering behind her hands , but still alive . Matt sitting next to her . He leans over and turns a dial to re- pressurize the cabin . He takes off his helmet as air and sound are returned .Ryan reacts .Matt switches the lights back on .Hank Williams , Jr. sings “ Angels Are Hard To Find ” over radio .Matt reaches under his seat and produces a small bottle of vodka . Matt sips from the bottle .Matt presses several buttons .CAMERA SLOWLY DOLLIES AROUND IN FRONT of them as Matt switches off the lights .PULL BACK to reveal that Matt is not there . Ryan was imagining him . An alert sounds . She leans and turns the dials to repressurize the cabin . The oxygen meter starts to rise . The meter reads “ O2. ” Ryan presses a button , turning off the alert . She breathes deeply , then leans and switches the lights back on , then presses more buttons on the control panel . She reaches for a landing instructions manual , which is marked green .Ryan flips through the pages and stops on a graph .Ryan rotates her wrist , trying to stay warm .HIGH ANGLE - RYAN flips through the instructions .ANOTHER ANGLE Ryan peruses the instructions and reaches to the control panel .Ryan flips open the cover to a button . HIGH ANGLE - RYAN holding her hand to the button .Ryan presses the button .

The three modules of the Soyuz -- the control cabin , the airlock , and the engines -- separate . The control cabin floats with Ryan inside as the other sections exit either side .

Ryan flips through the instruction manual .ANOTHER ANGLE Ryan stops on a graphic in the instructions , displaying what to do next .Ryan reaches toward the control panel .Ryan presses another button . HIGH ANGLE - RYAN continues pressing buttons according to what the instructions tell her .Ryan presses more buttons . The monitor changes to display new graphics in Russian .HIGH ANGLE - RYAN continues pressing buttons whilst perusing the instructions .ANOTHER ANGLE Ryan presses several buttons . She manually sets the current altitude at 3 meters . A counter on the monitor changes to read : “ 000 003.0 ”HIGH ANGLE - RYANcontinues to press buttons .Ryan looks up .Ryan looks back at the control panel in front of her . She presses a button .

The soft landing jets ignite at the back of the Soyuz control cabin , hurtling it toward the Chinese station in the distance .

Ryan reaches up and grabs her space helmet and pulls it down . ANOTHER ANGLE Ryan puts on her space helmet and unbuckles the seat belt . She leans to gaze through the porthole .

The Soyuz cabin hurtles toward the Chinese station . Ryan gazes through the porthole .

The Chinese station can be seen through the porthole , and it appears to be dropping toward the Earth .Ryan disarms the emergency exit latch for the hatch .Ryan moves back and reaches up to grab the fire extinguisher floating above her .She cradles it to her and moves back toward the hatch . The Soyuz is quickly approaching the Chinese station .Ryan holds the exit latch .Ryan pulls the latch .

The hatch bursts open , and Ryan is hurtled out of the Soyuz .HIGH ANGLE - THE CHINESE STATION AND THE SOYUZRyan hurtles forward and twirls about with the Chinese station below her . She struggles to locate its position as she spins , using the fire extinguisher to stabilize her position .Ryan flips back to see the Chinese station below her .Ryan uses the spray of the fire extinguisher to act as a thrust back toward the station .She thrusts down toward a satellite wing . She can ’ t grab hold of anything and floats , hovering over the station . She tries to use the fire extinguisher to move back down , but it is empty . She tosses it away and continues floating , just above the station .Ryan reaches out and grabs the end of the station . She hangs on .Ryan struggles to climb up the length of the station . She finally reaches the hatch .She cries out . As she holds on to the rail surrounding the hatch , the next debris strike starts . Debris hurtles past her as she opens the hatch and crawls down inside . The station hurtles toward the Earth through the shower of debris .

to the control panel as Ryan removes the helmet . Chinese space station voice continues over speaker in Mandarin over following dialogue . She turns and struggles to open an airlock , moving through the compartment .She glances down at a hatch .

The space station traveling toward Earth as the station starts to break apart .

Ryan , floating , tossing her helmet . Ryan closes the airlock hatch behind her . And floats down a compartment , into the control cabin .

Ryan , upside down , closing the hatch and locking it . She sits in a seat and buckles her seat belt .She glances at the cabin window .

Ryan is using the control panel .Female Chinese Shenzhou voice over speakers in Mandarin .Ryan presses buttons on the control panel . The panel reads : “ 00:00:52.0 ”

The control panel reads : “ 00:00:44.0 ”Ryan cries out . CAMERA PANS TO the cabin window , then back to Ryan .Ryan reaches out and grabs her helmet , putting it on .

The space station , burning up and breaking apart as the Shenzhou control cabin splits off from the rest of the station and hurtles off .

The smoking control panel . Ryan reaches for the control panel and presses a button .

The cabin splits off from the rest of the vessel and continues on . The burning cabin traveling among burning debris . It falls toward Earth , entering the atmosphere . The burning debris plummeting into Earth ’ s atmosphere .

And cabin and burning debris , leaving a smoking trail as they travel . The cabin is breaking apart .

The pod , plummeting , falls through the clouds as a parachute emerges from the pod , slowing the pod ’ s trajectory .

Ryan removes her helmet as smoke fills the cabin .Other radio voices .Ryan unstraps herself and rises , staggering to the hatch door . She unlocks the hatch .Other radio voices .

Ryan stands at the hatch as water pours inside the cabin , forcing her against the cabin wall .The cabin fills with water .

Ryan struggling to stay above the water as it continues to rise .

Ryan , dropping below the surface of the water . She swims into a cloud of air bubbles .

Ryan swimming . Her spacesuit weighs her down and she struggles to remove it . A frog swims past . Ryan removes her spacesuit and swims up .

Ryan surfaces . She floats on her back . The CAMERA TILTS UP TO the sky . Burning debris from the space station soars through . TILT BACK DOWN TO Ryan swimming . She crawls onto the shore and lies down , exhausted .She struggles to her feet . She unsteadily walks off .FADE OUT .OVER BLACK END CREDITS . THE EN D

In the darkness , we hear a voice , a woman 's voice . Her name is Evey .Her voice has a strength that is metered by a calmness , a deep centered peace that we can feel .In the darkness , we find a lantern . Guy Fawkes , a dangerous man who wears a goatee , is struggling with a wheelbarrow stacked with barrels of gunpowder .The wheelbarrow bumps over the heavy stone mortar of the cellar floor . From the dark depths , we hear the sound of dogs .Guy sees lanterns coming from both sides . He tries to run as the dogs reach him first . He grabs for his sword as dozens of pole axes pin him against the tunnel 's stone wall .In the dim pre - dawn light , Guy is led to the gallows .The coarse noose of rope is snugged up to Guy 's throat . He looks into the crowd until he finds a face , a woman 's face , staring up at him .The lever is thrown and the woman looks down , a tear falling down her face .Guy 's body hangs in silhouette , lifeless against a red morning sun . FADE OUT .

`` Remember, remember, the fifth of November, the gunpowder treason and plot. I know of now reason why the gunpowder treason should ever be forgot.''

Those were almost the very first words he spoke to me and, in a way, that is where this story began, four hundred years ago, in a cellar beneath the Houses of Parliament.

In 1605, Guy Fawkes attempted to blow up the Houses of Parliament.

He was caught in the cellars with enough gunpowder to level most of London.

Sometimes I wonder where we would be if he had n't failed. I wonder if it would have mattered.

I suppose the answer is in the rhyme. More than the man, what we must remember is the plot itself.

For in the plot we find more than just a man, we find the idea of that man, the spirit of that man, and that is what we must never forget.

This, then, is the story of that idea, of that spirit that began with an anarchist's plot four hundred years ago.

I was born near the end of the millennium, the year 1997. My father used to say that people were so afraid that the world was going to end that they were willing it to happen.

I do n't remember much of the century's turn. I do n't remember the market crash or the plague or any of the Trafalgar riots.

I've read about them since but I do n't recall how any of them impacted my life except for the fear. They would hide it from me, like a secret between them.

Of the chaos that seemed to swallow the beginning of the 21st century, there is one thing I do remember.

And I remember those boots, black leather that gleamed bright in the morning sun. I had never seen such boots. All moving in perfect unison.

It must have seemed so easy to them. They offered such a simple deal ; give up control and we will restore order.

At first, the arrests were political. Dissidents. Radicals. Liberals.

When my parents were younger, they had been activists. They had marched with Labor in the great train strike.

I never saw them again. Overnight, my life, my entire world was erased.

It was done so quickly and violently, so completely, that it began to seem that it had never even existed.

The homosexuals were next. What God had started with AIDS had to be finished by man. It was God's work. That's what we were told.

But once they were gone, there was someone else. Someone different.

There were those who understood what was happening, who knew it was wrong but who kept silent.

Order that was like those boots, order that required rigorous discipline. Order that is exactly the same, where each single step falls with every step. The order of the many shaped into one.

What they thought they had crushed, the spirit they believed trampled and ground beneath the marching of their boots, rose up, rose as if from a four hundred year old grave, rose to remind us all that day.

I do n't know what brought us together that night. I had never been to that part of Westminster but ever since I've known him, I've stopped believing in coincidence.

Yes, no, I mean for money. But I know what you want and I'll do it.

Anything you want, mister. Please, I need the money. I know I'm young but I promise I know what I'm doing.

Yes, I suppose you have. This place is the only universe I have right now.

I do n't know. I'm so grateful to you - I just feel I should help you, you know, the way you're helping me. I mean, that's the deal, is n't it?

I think I do. Part of me wants to stay here forever and never have to face what's going on outside. But that's not right. Is it? That's not taking responsibility. Not conquering my universe.

I want to help you, V. I want to do something. Can we make a deal?

I read her letter. Hid it. Slept. Woke. They questioned me. And I read her letter again.

I had come to know every inch of those four walls in that dark hell and they knew every inch of me. Every inch.

You - You hit me and - and cut my hair. It was you. It was just you all this time.

I hate you! Set me free? You put me in a prison to set me free?!

Shut up! I do n't want to hear it. I was n't in a prison. I was happy! I was happy here -

That's warped! That's evil and it's wrong! What gives you the right to judge? Who are you to say what's not good enough?!

I ca n't feel anything! There's nothing left to feel! Do n't you understand?

It was a good backdrop. I believed it. I really did. It's still a bit hard for me to accept that it was n't real. That it was just you. Especially the letter.

It is a beautiful letter, V. Every time I read it I could feel Valerie, almost like she was holding me. I believed in her most of all. I believed that she loved me and I loved her back.

I feel a bit foolish telling you this. I know that you must have written it and thought you should have it back.

But the underground has been shut down for years. How are you going to make it run without any power?

V, I wo n't let you leave unless you promise me that you will come back.

Part of me could n't believe he was dead and maybe that was why. The smile was still the same. It made me want to tear it off so I could see the face, so I could see that he was dead.

I began to try to imagine his face. Of course, I had long pictured my father behind that smile but I knew in my heart that V was not my father.

Yet every time I pictured another face, any face, something was lost, something important was somehow diminished. V was more than a face. V was V.

And then, quite suddenly, quite naturally, I realized whose face must be beneath that mask. It was the only face that mattered.

I have come here tonight to keep a promise. A promise that is over four hundred years old. Tonight I am here to give you your freedom!

Since mankind's dawn a handful of oppressors have accepted the responsibility over our lives, responsibility that we should have accepted ourselves. By doing so, they took our power. By doing nothing, we gave it away.

Tonight, our world will change. Our leaders will be gone and we must choose what comes next. A return to the chains of others or lives of our own. A world of the past or one of the future.

Let us choose carefully, London, and when we do, let us mark well and remember, remember this fifth of November!

I know this like I know the sun will rise tomorrow and beneath that new sun, our work will begin.

A young Evey sits on her father 's lap , combing her Barbie 's hair .Her father sits beside her mother on the living room couch , watching the news . From the look on their faces , the news is bad .The television flickers with images of heavily armed soldiers fighting in a shelled city .Little Evey sees her father staring at her mother . They take hold of each other 's hand , clasping them tight .

It is a new day . People are gathered along the street as if they were waiting for a parade .Evey holds her father 's hand . Unable to see what is coming , she can hear it .We hear them , hundreds of marching soldiers .Little Evey hides in the forest of adults , clinging to her father 's leg , staring as row after row of boots march by with military precision .

In the midst of a political rally for the emerging new party calling itself Norsefire , we find little Evey now on her father 's shoulders . Dascombe , a young man , paces the podium , inciting the crowd .Adam Susan rises and the crowd cheers . Evey 's father looks at her mother and again they clasp hands .

The time has come, London, to return to a bygone age, an age of tradition, an age of values that have been disparaged and all but forgotten. What this country needs is a leader! A true leader to remind us of that age. A righteous leader with the strength of his moral convictions to do what must be done. I give you that man! I give you our leader! Adam Susan!

It's not our job to believe it, Lewis. Our job is to tell the people -

They will if it's you that's telling it to them. Now let's try it again.

Oh come on. He's long gone. He has to be. He did what he came to do and it's over.

Little Evey is asleep in her bedroom .A loud crash of splintering wood wakes her up .The sound of heavy boots swarms through the house .Her bedroom door bursts open and a heavily armed soldier scoops her up . She is carried through the dark house which is filled with soldiers . On the floor of the living room , she sees her parents being bound with plastic zip - ties .A heavy black hood is pulled over each of her parent 's heads as Evey is carried out of the house .

A nun with a switch in her crossed arms watches as Evey and several other little girls scrub the floor of a dormitory bathroom .A tear rolls down Little Evey 's cheek .

A gay man is dragged violently from his Piccadilly home . Outside , he sees his lover being forced to the cobblestones .He reaches for him as the clubs rise and fall , vicious and bloody .In another neighborhood , we see the police arresting Pakistanis .In a different area , young black men are packed into a caged van so tightly they are unable to move .A young detective named Finch looks down as the van pulls away . When he looks up , another man in a military uniform whose name is Almond is watching him .Finch sticks his pipe in his mouth and turns away .

Again , we see the marching boots .We move through the columns of marching soldiers to a wall where a poster has been plastered up . The poster reads , `` Strength Through Purity , Purity Through Faith . ''As the sound of the marching fades , a shadow falls over the sign . After a moment , we hear the hiss of spray paint .The shadow sprays a `` V '' over the poster . FADE OUT . Close on a loudspeaker . There is one on every major street corner .Beneath the loudspeaker is a surveillance system labeled , `` For your protection . '' Bubble eyed lenses iris at the end of stalks that move , insect - like , racheting and clicking as they watch a little girl pedal her bicycle . The little girl glances nervously over her shoulder up at the mechanical eyes watching her .

Good evening, London. It's nine o'clock, the fourth of November in the year 2019 and this is the voice of Fate broadcasting on 275 and 285 of the medium wave.

It is suggested that these area be avoided for reasons of health and safety.

Good news following the productivity reports from Herefordshire indicating a possible end to meat rationing starting mid February.

Police raided seventeen homes in the Birmingham area, uncovering what is believed to be a major terrorist ring.

Twenty eight people, eight of them women, are currently in detention awaiting trial.

And this is the voice of Fate signing off and bidding you a pleasant evening.

There is a radio on a small makeup table .Evey is now a young woman . She slips into a dress that is little more than a nightgown . She tries to adjust it , pulling it down at the hem , pulling it up at the thin shoulder straps , but it is like trying to hide behind a lamppost .

Another radio in a room that seems to be of another world .A man enters the room as he once entered the world . His body is lean and strong and though we do not see his face , there is a strength in his carriage , a power to his presence .

She packs tissue paper into the toes of a pair of high heels that are too big for her .

We move over a dressing bureau , past a wig and over a pair of black leather gloves , moving until we find the mask ; it is like something from the masquerade ball of another era . It has an exaggerated goatee , harlequin cheeks and a smile , forever fixed , at once be - guiling and be - deviling .

Evey coats her lips with a lascivious red . She stares into the mirror , her makeup like a mask over her own face .

The man , now fully dressed in cloak , hat , and mask gazes into the mirror . This is V.

Close on Evey 's high heels , stumbling and awkward as she walks down a dark cobblestoned street .

Close on V 's boots walking in the opposite direction so that it seems they are walking towards each other .

Evey looks up and sees a man standing mostly in shadow .The man turns around . It is not V.He smiles .She presses her body to his , using her little girl eyes and her woman 's mouth .He pulls out his wallet and shows her a badge . The sight of it knocks the breath out of her .Evey turns and there are more Fingermen behind her .The Fingermen laugh .Fingerman 2 laughs hard as he drops his pants .He shoves her face first against a brick wall , lifting her dress to expose her bottom .Suddenly , they are no longer alone .In the clenched fist of black leather , we see a flash of steel .V attacks and at once we know this is no normal human being . A single blow sends the largest of the Fingermen flying backwards . But more than his strength , it is his speed . A gun is cocked but before the hammer falls , a knife is buried in the Fingerman 's chest and - Before the body falls , the knife is gone . It takes a handful of seconds and three bodies lay on the ground . V turns to the last Fingerman who is struggling to pull his pants up .V steps forward and he screams , bolting while holding his pants up .He throws wide his cloak and bows deeply to her .They hear sirens rushing towards them . In a blink , he scoops her up and dashes into the shadows of a narrow alleyway .

Prostitution is a class H offense. Know what that means? It means that we get to exercise our own judicial discretion -

Gosh, fellas, look at those big innocent eyes. What do you think?

`` And fortune, on his damned quarrel, smiling, showed like a rebel's whore.''

`` Disdaining fortune with his brandished steel, which smoked with bloody execution.''

Me? I imagine all manner of names shall be heaped upon my humble visage but, for now, let us simply say I am the villain.

We all wear masks. Life creates them and forces us to find the one that fits. Do you know what day it is?

`` Remember, remember, the fifth of November, the gunpowder treason and plot. I know of no reason why the gunpowder treason should ever be forgot.''

Tell me, Evey, what good is an actor that plays his part to an empty theatre?

Nor do I. That's why you are here. I need you, Evey. I need someone to listen.

Of course not. You grew up in their world. Art is created by individuals and there are no individuals in a world where you are told what to think.

That was your title at Larkhill. You remember Larkhill, do n't you, Commander?

Maybe I can help your memory. Let's see. Larkhill opened in the summer of 2009. You were appointed it commander. You wore a uniform in those days. You looked very good in it.

You were a man of many responsibilities. You made sure Larkhill made all its quotas, especially the oven quotas even though they required an excessive amount of maintenance.

But there was one task you took to with exceptional relish. Remember the medical block, Commander? I believe you called it the funny farm. You were the one that selected the prisoners. You hand picked each one.

You gave us a choice, remember, Commander? You said we could cooperate with the doctors or.

Of course you were. Now I'm telling you to make a choice. Either you stick that syringe into your neck or -

Crying does n't help, Commander. I remember there was a woman who had been screaming for two days. You winked at the doctor and laughed, `` All in the name of science.''

It's a difficult choice, is n't it? Certain death versus something that might be. worse. But you never know. There is still a chance. You could survive. Look at me. Now, time's up, Commander. Choose.

A Latin quotation. A motto. `` Vi veri veniversum vivus vici.'' `` By the power of truth, I, while living, have conquered the universe.''

Yes. I think we can make a deal if you like. I think I know a way you could help me very soon indeed.

Nobody you'd have heard of. A German gentleman named Dr. John Faust.

Death has followed his grace the whole of his career. Is it any coincidence it has finally followed him here?

`` There is more behind and inside of V than any of us had suspected. Not who, but what : what is she?''

There are no coincidences, Delia. Only the illusion of coincidence.

You were already in a prison. You've been in a prison all your life.

You were born in a prison, Evey. I did n't put you there. I just showed you the bars. You've been in a prison so long, you no longer believe there's an outside world.

That's because you're afraid, Evey. You're afraid because you can feel freedom closing in on you. You're afraid because freedom is terrifying.

Do n't back away from it, Evey. Part of you understands the truth even as part pretends not to.

Woman, this is the most important moment in your life. Do n't run from it.

You were in a cell. They offered you a choice between the death of your principles and the death of your body.

You said you'd rather die. You faced the fear of your own death and you were calm. Try to feel now what you felt then.

The door of the cage is open, Evey. All that you feel is the wind from outside. Do n't be afraid.

I know. Five years ago, I too stared beneath a night like this. Naked under a roaring sky.

The night is yours, Evey. Seize it. Encircle it within your arms.

You did it all yourself, Evey. I just provided the backdrop but the drama was all your own.

She wrote the letter just before she died. I delivered it to you as it was delivered to me. The words you wept over were the same words that transformed me.

Yes. It is the deepest part of my home. Once you know it, I should think you'll know everything.

I told you. I'm going to finish what was started four hundred years ago.

This is the old Victoria line but it is blocked, blocked somewhere between Whitehall and St. James.

Right now, I imagine there are hundreds of soldiers rushing here to kill me because someone does not want us to talk.

They are afraid that I am going to say the things that are not supposed to be said. They are afraid that I am going to say the truth.

The truth is that there is something terribly wrong with this country, is n't there? If you look about, you witness cruelty, injustice and despotism. But what do you do about it? What can you do?

You are but a single individual. How can you possible make any difference? Individuals have no power in this modern world. That is what you've been taught because that is what they need you to believe. But it is not true.

This is why they are afraid and the reason that I am here ; to remind you that it is individuals who always hold the power. The real power. Individuals like me. And individuals like you.

I have come to offer you a deal. If you accept, I will give you a different world. A world without curfews, without soldiers and surveillance systems. A world that is not run by other men but that is run by you. I am offering you a second chance.

Four hundred years ago, a great citizen made a most significant contribution to our common culture. It was a contribution forged in secrecy and stealth although it is best remembered in noise and bright light.

To commemorate that glorious night at precisely the stroke of midnight, the edifice of their world will erupt with enough sound and fury to shake the earth. All I ask is that you join me at the gates to watch as the past is erased, the pathway cleared so that together we can start toward a new day.

But, you ask, who am I to make such promises? A fair question but hardly necessary as you know me already. To know me any more you need only look to a mirror.

Truth be told, this was n't even my idea, was it? If you think back, you'll remember that night, whispering in your lover's arms. I became a part of your plan just as you have now become part of mine. Give me the line of the queen and I'll give you your secret dream.

On the twelfth stroke of the fifth day of the eleventh month, I hope we shall all meet again.

if you give me the line of the queen, I'll give you your secret dream.

Give me the line of the Queen and I'll give you your secret dream.

Because, Evey, that is the nature of change. She is a temperamental creature that appears in earnest rarely but, when she does, she will wear one of two faces. The first face is the destroyer. It is lamentable but all true change begins with death.

The other face? She is the true face of change. The face of the creator. She is the one that remakes the world. Evey?

I've never danced before. I've thought about it many times, here in this room, listening to the music. But I've always been alone.

Of course, I'll be back. You do n't think you can be rid of me now, do you?

Good evening citizens of London. This is the voice of Fate. Your fate.

Tonight, the face of London is going to change and I am going to offer you the chance to change with her. Your Leader is finished. He will not leave these tunnels alive.

At midnight tonight, the Head will be destroyed and a new era will begin. You must now decide if you are going to be a part of that era.

You can choose to stay here and die with your Leader or you can choose to be free. The decision is yours and yours alone.

Some of you have wives. Some of you have families. All of you have lives. Consider each of them as you ask yourself, are they a part of the past, or are they a part of the future?

You, most of all, should know, Leader. You created me. Without you, I would never be. More than life, Leader, you gave me purpose.

`` He that killeth with the sword, shall be killed with the sword.''

You see? You can not kill me. There is no flesh and blood within this cloak to kill. There is only an idea.

Evey, listen to me. I've not long and there are things that must be said.

I have done that which I came to do. Now, it is time for me to rest and with me the past will, at last, find peace.

But the world, the world is not saved. Do not think that, when the fires die and the smoke clears, there is no miracle. there is only a path. upon which they must learn to rule themselves.

Not me, Evey, not me. I told you I am the villain. The destroyer. But yes, they will need help.

Promise me. you will discover the face under this mask. but you will never look beneath it.

Let me be there, Evey, when it begins. Please, let me hear the music, one last time. my music.

You will discover the face under this mask but you will never look beneath it.

Police cars and several ambulances swarm over the area with the dead Fingermen . V watches them from above .He takes out an old antique pocket watch . It is almost midnight .He looks out where , rising above the rooftops , he can see Big Ben .The second hand sweeps into the final minute .From his sleeve , he pulls a conductor 's wand .He begins to lightly tap the wand in the air and , very faintly , we hear it .He continues to conduct and we begin to hear the music , violins and horns that seem almost like a whisper or a wind that steadily swells .He turns to the parapet , his gestures growing grander as the music rises and we recognize Tchaikovsky 's 1812 overture . The music mounts a climax and V points the wand at Big Ben as cymbals crash - Big Ben explodes with such force the world seems to shake , while - V , smiling , always smiling , points again with another crescendo and - The statue of justice is blown to smithereens . V nods in appreciation while mustering the music towards it 's finale as fireworks begin lighting up the sky .Everywhere across the city , people stand transfixed by the dazzling shimmer of the fireworks until - A strobing final blitz leaves a single , starry image floating in the smoke filled sky . It is the letter V.From every direction , the city screams with the panicked sound of sirens .

A massive modern building that is the seat of the new government . A long , black car pulls up to the entrance . Adam Susan gets out , wearing a long black trenchcoat over his pajamas . He is the Leader and he looks older , heavier , and meaner . He hurries past the heavily armed guards , barely acknowledging the snap and cock of their Nazi - like salute .

The Leader enters his main chambers and we see the Fate computer system . It is a cerebral cortex for a vast intelligence network . Information can almost be felt coursing through its hard drives . The Leader sits , at once regaining a measure of composure . He takes a deep calming breath and accesses the system . Dozens of monitors fill with images from all across the city , most of them are of the damage caused by V.Conrad Heyer appears on one of the screens . He is at his desk inside the command center for the Eye , the governmental organization responsible for the visual surveillance systems .On an insert screen , we see grainy footage of V rescuing Evey from one of the pole - mounted cameras .As the last body falls , V seems to pause and looks back over his shoulder straight into the camera .The Leader stares at the smiling face .Bunny Etheridge appears on another screen . Behind him , huge spooling reels of audiotape wind constantly .Finch , no longer the same young man , stands at the site of the fireworks launch .An intercom opens .They answer in unison as Almond enters the office . His face is harder but he has the same violent gleam in his eye . The Leader turns in his chair .Almond does not . The Leader leaps from his chair while pounding the desk .He moves around the desk at Almond .

Gentlemen, I will hear your reports now. Mr. Heyer, speak for the Eye.

We have less than two minutes of usable footage, Leader. It took the suspect less than a minute to dispatch the Finger's vice patrol.

As you can see, the suspect's reflex speed is extraordinary. As is his strength.

We were able to triangulate the origin of the fireworks. We also are currently monitoring a lot of phone surveillance indicating a high percentage of conversation concerned with the explosions. All suspect or significant transcripts are being forwarded to Mr. Almond.

Thanks to Etheridge, we found the launch for the fireworks. These appear to be individually weighted flares and we have found traces of the same chemicals at both of the detonation sites which leads us to conclude that, despite a level of sophistication, these devices are all home - made with over the counter chemicals, making them impossible to trace. Whoever he is, Leader, he's good.

Very good. Gentlemen, keep me informed of any further developments. England prevails.

No. No sir. It's more than that. This, this computer is a symbol, Mr. Almond. A symbol of the highest attainable goal of mankind. Do you know what that goal is, Mr. Almond?

Control, Mr. Almond! Control! The world around us is a changing, directionless, amoral morass and it is up to man and man alone to set things right!

Without control, man is nothing more than any other stinking, sweating, brute animal. Control, Mr. Almond. The control that we have painstakingly built up over the last ten years. Now, do you understand what happened last night?

Yes, Mr. Almond. Last night someone did the unthinkable. Someone hurt us. It is imperative that we act swiftly and precisely. I want that man found, Mr. Almond. I want his head or, by god, I'll have yours.

Ah, Mr. Finch. I sent for you because what I have to say can not be said over a phone or a radio. What I have to say can not leave these four walls. Do I make myself clear?

I believe in a few things, Mr. Finch. I believe in god. I believe in the destiny of the Nordic race. And I believe in fascism. The romans invented fascism. They had a symbol for it ; a bundle of twigs bound together. One twig could be broken but a bundle would prevail. That is the heart and soul of fascism. Strength in unity. I tell you these things knowing full well that they make you uncomfortable.

You have in fact expressed your discomfort in several arrest reports, arrests that were, in your opinion, `` unnecessary.'' The fact that you are here, that you are not rotting in a prison cell, is a mark of my respect and admiration for you, for your craft, and for what you have done for this country.

It is also because I know you, Finch. I know what you are. You're a man like me. A man who understands when they are given a job what must be done. I understand you, Finch, and that is why I can trust you.

This terrorist knows us, Finch. These attacks are perfectly calculated and they are divisive. He knows what he's doing, Finch. He knows us all too well.

What I think is that this man must be stopped. Stopped at all costs and no one, I repeat, no one is to be placed above suspicion. Do I make myself clear?

Mr. Finch, would you please explain to me the nature of this meeting?! Because I was under the impression that you had some information about the terrorist, codename V!

No more questions, understand! I want answers! I am not interested in where he grew up, what kind of flowers he likes or his favorite color!

I have given you almost a year and you have given me nothing. Nothing!

Yes, Mr. Dascombe, I do know it. It is that very fact that keeps me awake at night, wondering if perhaps there is a reason that Mr. Finch has failed.

I'm saying that perhaps I do n't know you as well as I thought I did.

Transcripts recorded over the last thirty days in which the terrorist was talked about or mentioned in a positive context. This is only thirty days!

Mr. Creedy, I want the producers, writers, and actors of that `` stupid variety show'' arrested and charged with sedition.

This, this V is still out there. I can feel him like a sickness worming its way into the hearts and minds of the public. Something must be done, and done quickly, to exorcise this demon for the very soul of this country is at stake.

That is why I am compelled to give each and every one of you notice that if by the fifth of November you are still giving me nothing more than excuses, I will have to revoke your party status and terminate your positions.

Mr. Creedy, I will speak with you in private. The rest of you are dismissed. England prevails.

Mr. Creedy, as the new head of the Finger, you are the most important member of my cabinet.

Your predecessor, Mr. Almond, was a good man, a man who understood what strength in unity meant, a man who, above all, loved his country. I need to know if you are such a man.

Lieutenant, ready my transport. I want every armed man within a hundred miles at Jordan tower. Now!

Roger Dascombe! Of course. Of course! It makes such perfect sense.

Who? Who are these people? They must be detained immediately. Whatever they saw or whatever they think they saw is subordinate to the truth and that truth is that Roger Dascombe is the terrorist and the terrorist is dead!

I am trying to run a country! When I tell you, Mr. Finch, the terrorist is dead, then the terrorist is dead! If you continue to suggest otherwise then you will leave me no choice but to have you arrested on charges of sedition. Do I make myself clear?

Now, it is imperative for the people of London to know that they are safe, that the terrorist is dead and everything is under control.

Good evening London. As Leader of this great country, I felt it imperative to speak with you and to assure you once and for all that the shadow that recently fell across our land has indeed passed.

What we have endured this long year was no accident, no mere coincidence. This was not a simple act of terror conducted by a singular madman. No, this was a test.

It was not me, nor the Party, nor the government that was threatened this year. It was our beliefs. Our faith. I believe that God himself bore witness to our struggle and like Job I believe that we have been vindicated.

How do I know this? Let me read to you where I found the answer, where I so often find the answer. In the Scripture. Revelations.

`` He that leadeth into captivity shall go into captivity ; he that killeth with the sword shall be killed with the sword. Here is the patience and faith of the Saints.''

`` And I beheld another beast coming out of the Earth ; and he had two horns like a lamb and he spake as a dragon.''

`` And he doeth great wonders, so that he maketh fire come down from Heaven on the Earth in the sight of men.''

`` And he deceiveth them that dwell on the Earth by the means of those miracles which he had the power to do -''

Yes, proof? This is an extremely delicate situation, Mrs. Heyer. It has been reported that the terrorist is dead. It would be a catastrophe to arrest a man now without concrete, conclusive proof. Do you have any evidence at all?

Do n't worry, Mrs. Heyer. You will be taken care of. I will launch an immediate investigation and I promise, you will be the first to know when an arrest will be made.

Subversion, Mr. Heyer. Your wife was privy to the dialogue of subversives. That's all you need to know at this time. Lieutenant!

I am sick to death of this terrorist being everywhere and nowhere! I will judge whether Mr. Finch is right and I will judge it with my own eyes! Do I make myself clear, Captain?

Mark my words, Mr. Finch, this man is going to become an example so that every man, woman, and child in this country will remember what happens to those who would ever think to stand against the state.

Captain, I need a gas unit down here with enough nerve gas to fill every rat - hole in these tunnels.

There are over one hundred of the best trained soldiers in this country down here. Let him come.

Captain, order all your men to fall back and secure this position!

Goddammit, I will not tolerate this insubordination! I want those deserters shot, Captain.

Finch? Finch! Finch, goddammit, you ca n't leave me! Do n't leave me!

Conrad? Is that you? You're working with Finch, are n't you? And Creedy! You're all in this together!

Oh, I knew it, Mr. Finch. I knew you would n't desert me. You're a good man, Finch. A damn good man.

Mr. Finch, what are you doing? Shoot him. Kill the bastard, Finch.

Do you really believe you can pick up that knife before I pull this trigger?

Well, we've been working some bugs out of the new Mark IX fiber optic network, actually -

We've been through a bad patch, Helen. But now, he's gone. There's nothing to come between us.

Send the rose to the lab. Also, scrape a sample of this paint and have it analyzed as well. I'll be back as soon as I can.

We have got the initial path report back. The host was full of cyanide.

I know it's too early for your profile but do you have any initial impressions?

Perhaps Fate will make something more of all this. I certainly ca n't.

Quite. Government directed terrorism never sews healthy ideas into the public. Oh, that reminds me.

We found one in the carriage with Prothero and this one in the Bishop's quarters. A violet carson.

I heard that strain had died off. Thought a botanist might shed some light on it. Delia?

That's the last entry until six months later when Dr. Surridge is back in London. There is no mention of the man in room five again. End of story.

Between 2009 and 2012, over forty men and women who were previously stationed at Larkhill met with what were believed to be accidental deaths. Eventually, only three remained.

Everyone who worked at Larkhill. Everyone who could have identified him. You see there are two possible motives here. Not one.

The first is revenge. He escapes from Larkhill and vows to get even with his tormentors. The whole exercise an elaborate, chilling vendetta.

That's the explanation that I find most reassuring, funnily enough. Because that means he's finished. It's over now.

The second motive is more sinister. Like I said, everyone who could have identified him is dead.

You see, the diary we found was in full view. We did n't have to search for it. He left it there. He wanted us to find it. He wanted us to know the story. Or.

For all we know, the diary could be a complete and utter fake. Codename V could have written it himself.

He's playing games with us. He might never have been at Larkhill at all. Do you see? It could all be another smoke screen, a false trail, another cover story -

Why do n't you just shoot me, Creedy? Would n't that make everything a lot simpler?

Since I'm not in jail and since you have another, even more convenient suspect. I'm guessing the charges have been dropped.

I am careful, sir. Always. That is why I suggest that a search of this building begin immediately.

With all due respect, I disagree and I believe that he is presently trying to get out of this building disguised as one of us.

I do n't know. For twenty seven years, I've been at this job. Twenty seven years, I've done what I've been told to do. Maybe that's all there is to it. I'm just a dumb old dog. A dumb old dog that only knows one trick.

It's on the tape. I know it. I can feel it. He did this for a reason. He needs something.

But right here. He's talking to someone. Someone specific. Someone who knows what he wants.

Forget it. There's no more time. You go home and get some rest. You're going to need it tonight.

Leader, I need as many men the Captain can spare and I need them right now.

He's underground. The old subway. I know exactly what he's going to do. If we move quickly, we can be there, waiting for him.

It was a mistake. This is what he wants. He knows us, Leader. He knows us too well. We have to get out of here before it's too late -

No, Mr. Susan. No, I'm not. I'm a man who does his job and does what he's told. For twenty seven years, that's all I've been.

I've read Delia's diary over and over all year. It sickens me but I am unable to judge her. I am as guilty as she.

My job was to find you and catch you. I've done my job. I've done it for the last time. I'm tired of it. I'm tired of it all.

Sir, Mr. Heyer is here to see you. Says it's urgent. And he's here with his wife, sir.

Evey is wearing a blindfold and V leads her by her fingertips , guiding her almost as if they were dancing . His fingers slip free of her and she reaches out .He is behind her and he removes the blindfold , revealing his house to her .It is a labyrinth of interconnecting underground tunnels and rooms . The gallery is the main room as it is filled with an amazing collection of human culture . There is art that spans from the renaissance to the painted covers of Eerie comics , literature that ranges from Shakespeare to Spillane , philosophy from Plato to Bukowski , and a vast collection of nonfiction . There are movie posters everywhere and an entire wall is lined with videocassettes . A jukebox stands in front of an enormous vinyl and CD collection of music .She punches a button and Billie Holiday begins to sing .She stops suddenly and looks at him . The offer is terribly exciting but it is so unlike anything she has ever done that it 's almost impossible to imagine .And she returns his smile .

The only operating broadcast tower in London ; home of the Mouth .

Lewis Prothero leans forward and lets his voice pour like syrup over the microphone .He stops and coughs .In the control booth , Roger Dascombe , his hair thinner now , rubs his temple .He clicks on the microphone .He clears his voice and the red `` record '' light turns on .Dascombe is unable to stop himself from smiling .Prothero sits back , shaking his head .

Good morning - ack. Good morning Lond - Goddammit! Where is my bloody tea?!

I know. I know. Damned inconvenient this entire affair. Fine. Let's try again.

Good morning, London. It is 6 am, the fifth of November 2019 and this is the voice of Fate. The new day brings good news and bright prospects from overseas, where negotiations with New China are moving in a positive direction. Last night's scheduled demolition of two deteriorating landmarks went off without a hitch.

Spokesman for the Interior ministry said both structures were severely damaged and judged to be a danger to the unsuspecting public. Plans for new landmarks are well underway.

`` Exactly what they tell us.'' I Know but do you think that people will believe it?

I love trains. I remember riding the underground with my father. Shame they shut them all down.

V is alone , listening to the first morning broadcast .He clicks off the radio . Walking down a hall , he stops and peers into Evey 's new bedroom . She is fast asleep , looking remarkably at peace . Quietly , he shuts the door .

Prothero is staring out his window .He talks to his bodyguards almost as if talking to himself .The guards look at each other , confused .He turns back to his window .

Sir, yes, sir. I was fighting in Ireland by the time I was sixteen.

Prothero watches the countryside rolling past .Bodyguard 1 looks out the opposite window just as the train enters the tunnel .

For a flashing instant , we see V in silhouette , cloak swirling around him like dark wings as he jumps from the bridge onto the train .

The conductor hears something on the roof . He peers up just as V swings down , smashing feet first into the cab .

The brakes suddenly lock , throwing Bodyguard 2 into Prothero .A moment later , the lights are cut off and the entire train is plunged into complete darkness .There is a muffled shriek followed by a sharp snap .There is another sound , like the leather slap of a boxer pounding a heavy bag , followed by the sound of the heavy bag collapsing onto the floor .He flicks on the lighter and , in the dim light of its flame , he sees the smiling face .V sits casually , arms folded , across from Prothero . The bodyguards lay dead on the floor .V just smiles .V nods and Prothero 's eyes go wide .On the floor , he sees the bodyguard 's gun . He kills the lighter and dives for it . In the darkness , we hear the struggle . It ends quickly . When the lighter flicks back on , V is holding it and the gun .Prothero 's heart begins to pound .

A sign reads , `` Larkhill Resettlement Camp . ''A caged truck packed with minorities rolls into the gates which are topped with spools of razor wire .

We see a detail of black and Indian men , shoveling mounds of black ash from a series of furnace like ovens . As the shovels lift , we see blackened bones and burnt skulls .

Prothero saunters through the lines of camp prisoners .Prothero steps in front of a woman who remains beautiful despite the suffering she has endured . Prothero smiles .As the guards grab her , we become aware of a man that is staring at Prothero . He is one of the prisoners but we do not see his face . Prothero notices the man . He does n't like the way the man is staring at him .

Prothero is terrified .V nods .V cocks the gun .Trembling , Prothero sticks out his hand . V lets the light die for a moment . When he flicks it back on , Prothero is holding a long , metal syringe filled with a murky liquid .He presses the gun barrel to Prothero 's forehead .Prothero begins to blubber .Anger galvanizes his fear and steadily Prothero lifts the needle towards his neck .He jams the needle in and sinks the plunger .

Train workers with flashlights hurry through the cars .He slams a shoulder against it and the door gives in .Flashlights sweep over the dead bodyguards . The train man hears a strange gurgling rasp and he turns , finding Prothero in his light .Prothero is foaming at the mouth while a thick mucus bubbles from his nose . His breath comes in tiny rasps .Prothero becomes more animate , trying to tell the man something .Suddenly , his body convulses and blood pours out his ears . His body slumps over .

The station is swarming with police . A stretcher wheels a body in a black plastic bag out from Prothero 's car .

Finch puffs on his pipe , staring at something spray painted on the wall of the train car : a `` V '' with a circle around it .Dominic , Finch 's younger assistant , is holding a flower in his rubber gloved hand .Finch turns as a soldier with a radio steps into the car .

Sorry it took so long. The boys had a devil of a time trying to filter out the background noise.

The perpetrator apparently turned on the Bishop's stereo. Subsequently, a great deal of the tape is useless.

No. The agency said somebody claiming to be Lilliman's valet canceled his Sunday appointment.

It goes on like that for a while. Fairly incoherent except we could make out a few words in this part. Transubstantiation.

That miracle business when the wafer transform into the body of Christ.

Larkhill Resettlement Camp. Prothero's and Lilliman's employment records show they both help positions there at similar times.

Most of Larkhill's records were destroyed for security reasons but I did uncover an old standard procedures and operations manual.

In special case studies, medical research groups used roman numerals to identify test inmates.

We found this on her bureau, sir. It's Dr. Surridge's journal. It covers her years at Larkhill. It might contain the whole story.

Holy Christ! Creedy, you stupid ape! If Finch is V then tell me who is that?

Come on, Finch. We've seen it fifty times. I mean, after what they done to you, I do n't know why we're even trying to stop him.

That ai n't it, Finch. It's more than that. I know you. It's something personal with this one.

But I've still got over three hundred lines from The Fairy Queen.

The door opens and Finch steps in .Finch looks at the ground .He moves in close to Finch .

Evey , alone in the Shadow Gallery , stares up at the inscription above the crooked staircase .She jumps , V suddenly appearing behind her .She turns back to the carving .She nods .V drifts over to the big old Wurlitzer , fingers scanning the song list .She looks up at the inscription as an old blues song begins to play .She turns to him .Evey smiles nervously .The blues song curls in the air around them like a heavy incense .He spins her .

The church doors have opened with the flow of parishioners as the final mass of the day has ended . The tide slowly pours out onto the sidewalk , separating around the clumps of people that conglomerate to network and gossip . Church bells toll in the orange dusk above them . Helen Heyer , a woman whose spite and guile are hidden behind her looks and clothes she drapes them with , charges into the gossipers , her trophy husband in tow , a timid looking man that we recognize as Conrad Heyer .Helen 's head snaps over at the mention of the name .She pushes past Conrad , giving Derek Almond an exuberant kiss on both cheeks .Always behind her husband , Rosemary Almond smiles nervously as she straightens her drab church dress .Helen pouts at him .Derek taps the bottom of his cigarette box , drawing one with his lips .Helen rubs her white sable against her body .Derek laughs as they climb into their car .Rosemary waves as it pulls off .Derek sneers at her .He throws the cigarette at her feet .

It's so good to see you. Since this bloody terrorist business, the old man has me literally chained to the office.

Oh, Conrad, do n't be such a bloody bore. Do tell us about the terrorist, Derek. Is it true he blew up Big Ben and the old Bailey?

I'm afraid so. We're dealing with a pathological psychotic in the most extreme case. We'll catch him though. I promise.

Oh, it sounds dreadfully exciting. Are n't you glad you've got such a ruthless, implacable brute for a husband, Rosemary?

Believe me, you're lucky. You could be struck with a professional peeping tom like Conrad. England's highest paid voyeur, are n't you darling?

Oh yes, of course. We have to get back so the little pervert can watch what the neighbors do after Sunday lunch. He's so exciting.

Until you're half the woman of Helen's sophistication, I'd keep your little mouth shut.

There you go, baby. Now my baby boy can think so much clearer. Ca n't he?

Tell me. Tell me what's going on in that ruthless sadistic brain of yours.

I know, Derek. You love your country and you love your party, just like you love your wife.

Derek. I'm sorry. I know I can be a bitch. But that's why you're here, is n't it?

This is it, is n't it, Derek? What we've been waiting for. At last, you'll be rid of Susan. I'll be rid of Conrad. And we'll be free. Free, wo n't we?

`` The most important member of my cabinet.'' Yes it is, is n't it, dear?

Come on, Peter, what are you afraid of? Almond used to tell me everything and you're twice the man he was.

Oh yes, I can tell you do love your country, almost as much as you love this.

Yes you can, honey. You can and you will. You have to trust me, love. We're going to help each other.

Oh no! Not you. Conrad. Not yet. Here you can have a chocolate. Open up. Open!

Good boy. As for the rest of the box, perhaps when you're Leader.

Right now I need something else Conrad. I need you to use that pretty little brain for me. You know all about the old underground, do n't you?

I told you, I'll handle Conrad and V will take care of Susan. The mob will take care of the guard and then. You can use the Finger to take over.

Now listen to me, Conrad. This is the most important moment of our lives. Everything I've worked and hoped for comes to this. Susan is a very dangerous man, especially now, that's why I need you, Conrad. I need you to be stronger than him. I need you to be the better man. Understand?

If you do this Conrad, and you do it right, I'm going to turn you from the little man I married into the man of my dreams.

Leader, I'm terribly sorry but I absolutely must speak with you.

Please, forgive me. I've been so afraid, afraid to come here to talk to you. I thought he must know. I was terrified he knew but I had to come because I knew you were the only one that can protect me.

Oh, how I wanted to believe it, Leader, but I know it's not true.

I saw him, Leader. In the middle of the night. I heard something. I went to the landing and that's when I saw it.

I want you to go straight to your office and wait for me to call. When I do, I want you to come immediately home. Understood?

Creedy? Creedy, you dumb bastard, you left your car parked in front.

Do n't touch me! You stupid piece of shit! You've ruined it! I had it all planned perfectly and you've ruined it!

You do n't talk to me. You do n't eat with me. You do n't have sex -

Everyone is so worried about the terrorist. Especially Susan. You know why? Because nobody knows what he's going to do.

There's an old train line under the New Government Building. It collapsed when they poured the foundation. You could haul in enough TNT to launch our Leader's ass all the way to the moon.

You need to be careful, Helen. Your mouth is going to get you into trouble one day.

I do n't have to take any crap from you! I have that fat bastard riding me all day. I do n't want to listen to you, so shut your fat gob!

And me not wanting to fuck you is obvious. Take a look at yourself.

You did n't hear me arrive, did you? Did n't know we'd rumbled you?

It's all finished, chummy. All of it. The old man told me it was my head or yours and what do you know. It's yours.

Because you're standing over there with your bloody stupid knives and your fancy karate gimmicks -

From above , a hand sweeps aside the red plush curtain .Bishop Anthony Lilliman is a slender man of pious elegance with a warm , beautiful smile . He turns from the window to his valet , Dennis , as Derek and Rosemary get in their car .He whisks a lint brush over the Bishop 's robes before putting them away .A gentle smile spreads across his mouth .Dennis finishes with the Bishop 's robes and sweeps the closet door shut .Lilliman chuckles .The Bishop rubs his cheek , ponderously .

Ah, there they go. My happy and contented flock. Spiritually refreshed and ready to face the world again.

Very inspiring, your grace. Though the segue of the forces of Satan among us did strike me as a bit of a curious digression.

Hmm, yes. A trifle purple, I thought. Still, Fate wanted it included and who are we to question the will of the almighty, miserable sinners that we are?

And speaking of sin, I wonder which of the seven deadlies the good lord will see fit to tempt me with today.

I was thinking of something a little less ethereal. Has the young lady arrived?

The agency informed me she'll be here directly. However, there was a mixup. It's not one of the usual girls. She's a little older.

Ah well, if Job could bear his disappointments, I suppose I must have the good grace to bear mine. Show her in when she arrives.

And to think I doubted your loveliness for even an instant. Mea culpa, my child, mea culpa. You are a vision. An angel.

Of course, `` hate the sin, love the sinner.'' I always say. Take your dress off, please.

A pair of headlights melt through the heavy night 's fog as a taxicab pulls into the circle drive .

Dennis peers into the Bishop 's living quarters .Standing next to Dennis is Evey , wearing a frilly pink summer dress , pigtails and bows and white ruffled socks .Evey smiles awkwardly .

A shadow begins moving across the manicured grounds borne on the thick mist like a dark phantom . V glides toward the rectory , cloak undulating against the dark , wet wind .

It is extravagantly furnished , somewhere between posh and pimp . The Bishop is sitting very close to Evey on his plush water bed .Evey stammers , backing up along the bedside .He paws at her , groping hands pushing the front of her dress down as she backs up against the nightstand .

The guards look out into the night , fear suddenly gripping their faces . V emerges demonically through the parting veils of fog , the white smiling mask bobbing eerily up and down as he rushes them . A cigarette drops from the first guard 's mouth , red embers exploding when it hits the wet cement . Close as the two guards claw for their arms and the white hot flash of V 's knives - That slice like talons . The two men crumple to the ground , clutching their gaping , gurgling wounds . A whisper . V sprints into the courtyard .

Evey grabs a metal table lamp and swings it down on the Bishop 's head . There is a shuddering clank and he collapses to the floor .His blood speckles the white bearskin throw rug as the Bishop slowly rises after the retreating Evey .He charges after her but freezes dead in his tracks as V swings around the corner in front of him .V bows .Instantly , the point of one of V 's knives is against the Bishop 's throat . V presses a finger to his frozen smile .Evey watches from around the corner .Lilliman swallows audibly .Evey looks down at the knives on his belt , dripping blood .She begins backing to the door .V turns back to Lilliman as Evey runs .

Evey sprints past the dead guards at the man gate and into the fog .

A cramped control room that looks like something between a radio and television switching room , though it does not broadcast . It receives . Two operators sit at the main substation as the sounds of lovemaking come over the speakers . The moans are stifled and low , however , as if they were afraid someone was listening .Operator 2 does not look at him , scrolling through an intricate city map on his computer .Operator 1 punches in some coordinates and the sound over the speakers changes to a garbled fart of noise . Two voices drown beneath a cacophony of classical music .He tries to dial out the background and suddenly the voices rise clearly above the din .The two men look at each other , Operator 1 lunging for a red phone .

And I saw a black shape against the flames. Oh god. It's you. The man from room five. You've come -

Close on a stain of white vomit and blood on the thick pile of a Persian rug . It is encircled in police chalk . Pull back to reveal the chalk outline where the body of Bishop Lilliman was found . The circled bloodstain floats above the head like the last word balloon of a crude comic strip character . The Bishop 's quarters is slowly being picked over by a forensic team from the Nose . A photographer 's flash bursts against a painted `` V '' on the wall near the body outline . At the window , Finch chews on his pipe , staring at a plastic evidence bag that contains a single violet carson rose .Finch turns to a muscular man named Creedy , second in command at the Finger .

Mr. Almond does n't seem to be answering his page, sir. I'm sure he's in the field.

What's all this, then, Harper? I get a radio that a man's down and in need of assistance?

Aye. This nonsense has put a serious strain on my drinking. I think I was actually sober today.

Well, it's good to know when the shit hits the fan who your real friends are.

If I were you, boy, I'd shut my hole unless you want to start explaining why you did n't say nothing about Mr. Finch's secret identity.

Do you know what I want? I want you just like this. Bent over that black leather chair.

That I am, misses. But I'm the pig that's gon na be running this country.

Grunting like an animal , Derek 's face is frozen , locked in the rigor of a violent orgasm . After a moment , he collapses beside Helen onto the sweat soaked sheets .She grabs her cigarette case and her lighter .She straddles his chest then lights two cigarettes .He smiles as she puts one of the cigarettes in his mouth .She whispers in his ear .He exhales through his grinding teeth .He whispers .Helen bolts up .He smiles , blowing more smoke .Helen 's eyes gleam as he laughs .He eyes her sucking on the cigarette .He glares at her .He smiles again and she presses her body to his .His eyes close as he grinds his hips into hers and we rise , drifting up to the ceiling light fixture - Where we see a tiny hidden microphone .

Finch sits at his desk , staring into the silence of his notepad . He has doodled a little `` V '' with a circle around it . He looks up as Dominic enters , holding up a portable cassette player .He hands the player to Finch .Finch smiles .Finch punches `` play '' . Over the small speaker , we sear Evey protesting to V , then run . He stops it .Finch starts it again and this time the tape is very fuzzy .We recognize some of the words though muted and crackly .Finch nods , understanding .The tape becomes somewhat clearer as the music rests .They eye each other .He shuts off the tape .Finch picks up the bag with the violet carson .He rises , sliding into his jacket .

And at the moment this enters your mouth it becomes the flesh of the savior? Yes. please. And whatever it is made of now it will become the body of Christ? Yes. yes.

Do you know what I want? I want you just like this. bent over that black leather chair.

Use the Finger? You mean like this? Oh. That's vulgar. But you like it? Yes. oh yes.

Close on the heavy stitching of a `` Y '' incision sewn into the chest of a corpse . It is one of the Bishop 's guards .Finch is standing next to the cadaver gurney with the coroner , Delia Surridge . She is a serious woman , hair wound tight behind her head in a severe bun .She fills the dead man 's head with cotton and replaces the top of his skull .Pulling at the man 's scalp , she stretches it over the replaced skull piece .She points at a jagged puncture wound at the base of the man 's sternum with a ball point pen .Finch peers into the hole .Finch hefts the pile of computer paper .He flips through the document , biting into the wooden end of his pipe .Finch pulls the evidence bag from his pocket .Delia 's eyes lock onto the violet carson .He hands it to her .Delia , riveted to the rose , suddenly looks up to him .He turns , leaving her with the rose .

He's incredibly powerful. This man's sternum was split like dry wood from the base all the way up to the manubrium.

And he's resourceful. On that table behind you is a breakdown of all the chemicals found in Prothero's blood stream.

There were hundreds of different chemicals in him. From trinitrotoluene to estrogen to motor oil.

The Leader finally authorized an uplink for you? He must be getting nervous.

Oh god, all these years. All this waiting. And somehow I always knew you'd come back.

When I saw you that night - the night you escaped, you were standing against the flames and you looked straight at me.

I knew then that one day you'd come looking for me, that you'd find me.

What - what happened at Larkhill. What we did - What I did. That terrible knowledge, it's been with me so long. That I could do things like that.

For years, I blamed it on the government, on the authority I could never stand up to. But living so long with the knowledge of what I did has made me understand otherwise. I alone was accountable.

There is something wrong with us. With all of mankind. With me. Something evil that made me enjoy what I did. Some hideous flaw.

It's funny, I was given one of your roses today. I was n't sure you were the terrorist until I saw it.

Prothero has hand picked my subjects. Four dozen of them, none of which will be any use to me if I do n't get to work soon.

They do n't fight or struggle. Just stare at you with weak eyes.

June 9th : Of the original four dozen, over 75 % are now deceased. Strangely, no clear patterns have emerged as of yet.

Batch 5 seems to have no common discernible effect on any specific group though the men seem slightly more resilient than the women.

I'm hoping the survivors will provide more answers or my time here will have gone to waste.

June 18 : And only five left now. Two men and three women. Which tends to contradict my entry on the 9th.

Physically, there does n't seem to be anything wrong with him. No cellular anomalies, nothing.

Batch five, however, seems to have brought on some kind of psychotic breakdown. He's quite insane.

He has this way of looking through you. Reverend Lilliman wo n't go near him. He claims that it is the devil in room five. I see him cross himself whenever he passes his door. Still, there's something about him.

I'm glad Prothero let room five have a go at the gardening project. He is quite proficient. Prothero was reluctant to allow an inmate access to the tool and chemical supply at first but now the fat toad is delighted. The crop has almost doubled.

December 24th : I was in the mess. It was about half past ten when we heard the first explosion.

The ones at the front ran straight into the gas. It was horrible.

A few of us made it out through the rear door. You could hear men screaming everywhere. I hate the sound of men screaming.

In the center of the camp, everything was on fire. Everyone running in all directions. We had hardly enough time to get our bearings when the ovens exploded.

It was the man in room rive. I could n't have known. The chemical supplies, grease solvents, ammonia, fertilizer. He'd been making things with them.

And in the yard, I saw him. He had the flames behind him. He was naked.

As if I were an insect. Oh god. As if I were something mounted on a slide.

V relaxes with a book in an overstuffed reading chair , a violet carson rose resting on a table next to him . He begins to read a passage aloud .He places the book down . Thomas Pynchon 's `` V '' . V rises , lifting the rose and moving into the darkness of the Shadow Gallery .

A small figure moves down the dark wet street , the cobblestones glistening like black scales . The huddled figure arcs across the street in the shadows , avoiding the pools of streetlight . It is Evey , a frightened look on her face .

A woman in combat boots , fishnets , and a tight fitting soldier 's uniform is in the middle of a cheeky number on stage in this smoky burlesque bar . It is a popular place with locals and Fingermen . Peter Creedy squeezes through the crowd , angling for the back of the bar where a number of loud Fingermen are drinking .Creedy leans in .They break up in laughter , led by Creedy who sits next to Harper , pouring himself a drink .They all begin to hoot and whistle .Creedy raises his drink .Everyone cheers in agreement .They salute and drink .

How'd you sneak away, Creedy? Almond off buggering that blonde chippy?

I bet you get your chance with her sooner than later, Creedy, with the way Almond's crackin' up.

Terrorist or no, if that bastard gives me another double shift, I'll stomp his fucking head.

We need to get a real man of the people in that director's position. Like Creedy here.

Derek Almond sits hunched under a desk lamp , pumping the cylinders of his revolver with a wire brush . Rosemary shuffles up to him , her frumpy gown gathered around her .He blows down one of the cylinders , not looking up .Derek stares at the gun , rage building .Derek leaps up , slugging her . Rosemary clatters to the ground in tears . Derek glowering over her .He leans into her face .He sits back in front of the gun , wiping it down .

Dr. Surridge sits somberly in the dark , street light filtering in from the open curtains . Her eyes fixed on the violet carson as she slowly turns it over in her hands , fingers tracing the soft petals . After a moment , she stands , letting it fall from her lap .

Finch turns as Dominic bursts in .Dominic waves a printout .Dominic smiles .Finch slides in front of his computer .

The covers pulled protectively up around her , Delia rests in a light , uneasy sleep . Suddenly , an eye pops open as she awakens , catching a familiar scent . She slowly sits up and inhales .She closes her eyes .From the shadows , V answers .Tears begin to streak her face .

Dominic hangs over Finch 's shoulder as Larkhill 's employment record comes up . Finch 's mouth falls open .Row after row of names scroll by at the end of each bio are the words : deceased , file closed .The data banks unfurl like a mass grave .Finch stops , staring at the one name whose file is not closed -Dr. Delia Surridge .

V floats on the edge of the room 's shadows , a dark angel .She looks at the hovering , smiling mask .She starts to cry again .Delia thinks back .The mask almost nods .Her voice drops to an almost confessional whisper .Delia rubs the salty tears from her eyes .V watches her .Her voice almost trails off .

Light sweeps across Rosemary from the opening bedroom door as she sobs softly in bed . Derek enters , holding a bottle of whiskey and his clean gun . She sits up as Derek looms over her .He lifts the gun into her bruised face . Her eyebrows cringe as he slowly pulls the trigger .Click . It is empty .The phone rings .He grins evilly at her and answers the bedside phone .Derek 's drunk eyes light up .He slams the phone down , charging out of the room .

A gaggle of drunks exit the bar , laughing and singing as they pass a small figure .

Evey wanders into the bar amidst the lustful screams and cat calls for the line of high stepping , semi - clothed girls on stage . She stares out into the crowd , not sure why she is here when a man approaches her : Creedy . His sloppy smile indicates he has had a few drinks .She looks blankly at him .She turns for the door .Creedy frowns as his radio crackles .He screams to the Fingermen at the back .Evey watches as they storm out of the bar , then follows .

All units, all units. Code red. Converge in Plaistow to apprehend codename V.

The emergency lights blaring , Finch 's car squeals around a corner .

V hovers ghostly at Delia 's bedside .She manages a smile .He reaches into his cloak .He hands it to her .V produces an empty syringe .V sits on the bed .She stares at the mask .V slowly pulls off his hat and lifts his mask . Delia stares into his face .The rose falls from her hands .

V quietly shuts the door as if not to wake her and turns just as - Derek Almond reaches the top of the stairs .He trains his gun .He squints .The smiling mask stares .Derek pulls back the hammer .He smiles .Click . He never loaded it . There is an awkward moment of silence , then V moves - Cloak opening , filling the hall like a black tidal wave that envelopes Derek . He chokes a scream as V embraces him , slipping a knife above his floating rib . Derek Almond sputters as he claws at V 's mask .He rips V 's mask off as V thrusts the knife in deeper . Derek 's eyes widen in horror as his life pours out the knife wound .V jerks his blade free , letting Derek slip to the ground .

Finch 's car bucks up onto the sidewalk . Finch and Dominic tear out of the car and barrel into the house .

At the top of the stairs , they find the dead Derek . Finch rushes past him for the bedroom .Inside , he finds her . Her eyes fixed , cold , and dead , a single violet carson in her lap .

Evey rushes around a corner to see a crime scene bathed in siren light . She pushes up to the police barricade as the M.E. 's load a draped body into their van .She tries to angle around to get a better look when a man in a brown overcoat grabs her from behind and drags her into the alley .

From the corner of the room , Finch sits , watching as the M.E. 's wheel out Delia 's body . Dominic squeezes past the gurney and crosses toward Finch .Finch nods .Dominic searches for something more to say when Finch does not answer . After a moment , Finch looks at the book in Dominic 's hand , then takes it , leafing through the pages . They flip by , a breathy sigh , rising to a cold wind .

A younger Dr. Surridge , one by one , administers a series of injections to her research stock .She finishes an injection , Prothero encouraging the next subject . We recognize her as the woman Prothero pointed at .Delia prepares the next dose , a sour look on her face .

Two inmate orderlies are hefting sacked cadavers from a cart into an incinerator .Another body thuds onto the pile .When it is full , they move to the next door until the cart is empty .Red heat suddenly glows from the oven vents as the orderly throws a series of switches .

Dr. Surridge moves down the drab aseptic hallway accompanied by an armed guard . Roman numerals on the doors to each cell ascend to five .She pauses at room five .She looks through the small chicken wire glass window in the door .In the back , just on the edge of the room 's shadow , sits the man in room five , silently staring back .Dr. Surridge ca n't seem to break her stare .

Dr. Surridge slowly moves through the Larkhill garden , an incredible abundance of fruits , vegetables and violet carson roses .She traces the petals of a rose with her finger .

Dr. Surridge and several other Larkhill appointees relax after dinner .A massive explosion shakes the building to its very core , its windows shattering and hooded pendulum lights swinging .

Men and women clutch at their throats as they tumble out into the yard .They drop to the ground , gasping and vomiting . The back door is kicked open , Dr. Surridge following two guards .She looks out , men running , collapsing , dying in a yellow green haze that seems everywhere .Another explosion wracks the compound . The pillar of flame rises into the black sky , dwarfing the men in the camp . Dr. Surridge sees a gaping hole in the medical block , its insides turned out like an unholy birth .Close on a soldier , doubled over , hacking up bile .A sticky blue fire licks up from a blackened body like a dura flame .Dr. Surridge turns as a silhouette crosses the yard , backlit by a curtain of fire .The man stops .Dr. Surridge seems to wilt under his stare but can not look away .The flames convulse hypnotically behind him .

Finch snaps Dr. Surridge 's journal shut . He sits in front of the Leader 's desk puffing on his pipe while Susan stares coldly .He tosses the journal on Susan 's desk .Finch rises , crossing to the wastebasket .He taps his pipe into his hand , pouring the contents into the wastebasket .Finch brushes the ashes from his hands and begins repacking his pipe .Susan raises his head .When he finishes repacking the pipe , he replaces it in his mouth .Finch begins relighting his pipe .A flame leaps into the air .Another burst .The lighter slips back into his pocket .Finch returns to his chair , letting out a huge cloud .Finch leans forward .Susan punches the desk .And punches it again until his fist hurts .Susan 's collar chokes his face to an unnatural crimson .After a moment , Finch stands , Susan hanging on his last word .Finch turns , Susan calling after him as he leaves .Finch pauses at the door .

Evey stirs as voices drift in from the hall outside her door .Three guards are silhouetted in the doorway of a cramped jail cell . Still sluggish from the chloroform , Evey looks down at the coarse slipover she 's now wearing . One of the men , Rossiter , crosses toward Evey , swinging a pair of shackles . He grabs Evey , slamming her face down into the hard cot , driving a knee between her shoulder blades . Evey screams .The shackles bite down on her wrists as they laugh in the hall .Rossiter stands her up , shoving her into the wall .He slides a thick hood over her head .

Sign that statement. You could be out inside three years. Perhaps they'd find you a job with the Finger.

Then there's nothing left to threaten you with, is there? You are free.

The hood is lifted from her head . Evey squints hard , awash in a blinding , burning light . A man sits , unmoving , at a desk across from her , a guard at his side , both backlit by a harsh white kliegs . Evey 's eyes start to water as she blinks .A monitor next to the desk lights up . From the snowy static , an image begins to form . A girl is talking to a man . She is shoving her hips at him , propositioning him . When more men appear from the alley , Evey realizes she is watching herself .Rossiter grabs a handful of her hair .She swallows hard when she sees V emerge on the screen . The image freezes on his smiling face .The monitor blinks off .Rossiter slips the hood back over Evey 's head .

Allow me to be more precise. Did you participate in the murder of Dr. Delia Surridge?

Did you participate in the murder of Derek Almond, director of the Finger?

Have you ever participated in a terrorist act against your country?

This board will not tolerate any more of your lies, Miss Hammond. We have over 120 minutes of audio and videotape and 75 pages of testimonials from eye witness that identify you as an accomplice to the terrorist, codename V.

Do you want to know why you're here? You are formally being brought up on charges of murder on fourteen counts and sedition against your Leader and country which brings an automatic sentence of death.

Process the prisoner and return her to her cell until she is more cooperative.

You work for codename V. Codename V killed Delia Surridge and then Derek Almond with your help and that is why you were found outside her home.

`` My name is Evey Hammond. On the 5th of November 2019, I was abducted by the terrorist known as codename V and then taken against my will to an unknown location.''

`` Once there, I was systematically brainwashed by means physical and psychological. I was frequently subjected to sexual abuse during this period.''

`` Eventually I was terrorized into helping him commit the murders of Derek Almond, Dr. Delia Surridge, and Anthony Lilliman, Bishop of Westminster.''

`` I, the undersigned, swear that the above statement is genuine and that it was not signed by means of intimidation.''

We'd like you to sign that for us, Miss Hammond. Where we've put the little cross.

Escort Miss Hammond back to her cell, Rossiter, where she will wait while you arrange a wet detail of six men.

Evey cries as a rough hand runs a pair of electric clippers over her head . Huge sheaves of her hair fall to the ground .

Evey lies crumpled on the hard floor , unmoving , as a tray of food is slid through a slot at the bottom of the door . She watches as a rat crosses from a hole in the wall , sniffing the murky rendered gelatin in the wooden bowl .

Evey hangs limply from a set of manacles as she is washed and deloused by heavy hands . She coughs in the yellow bug powder cloud as it burns her eyes and the red welts on her back .

Evey is curled up on the cot like a dry fetus , now gaunt arms wrapped around her legs . She blinks when she hears something moving in the rat hole . Evey raises her head as something is pushed through the crevice . Tentative fingers search the hole , pulling out a length of toilet paper . Over every inch of it is a delicately scrawled message . We move into the rathole , its edges slowly filling the frame until black .

Pull back from a shadow , the outline of the interrogator 's silhouette against sharp light coming into frame .Rossiter is buckling Evey 's thin arms and legs into a chair . Her now frail frame can barely hold up the frayed brown slipover .On the table in front of her , there is a large wash basin of water . Rossiter dunks her head into it .

A teacher reads from her lesson plan in front of rows and rows of uniformed pubescences in this all girl private school . Her voice drones on and on like Muzak .A blonde tomboy sneaks a smile to her curly haired friend next to her .Her hand slides across the desk , fingers tickling the young flesh of Sara 's wrist . The teacher 's voice slows , dropping octaves , becoming -

I was born in a rainy burg in Nottingham in 1975. I passed my eleven plus and went to girl's grammar.

I met my first girlfriend at school. Her name was Sara. Her wrists. Her wrists were beautiful.

I sat in biology class staring at the pickled rabbit fetus while Mr. Herd said it was an adolescent phase that people outgrew.

In 1994, I stopped pretending and took a girl called Christine home to meet my parents.

A week later I moved to London to go to college and study drama. My mother said I broke her heart.

But it was my integrity that was important. Is that so selfish? It sells for so little but it's all we have left in this place.

The world was strange and rustling with invisible crowds behind the hot lights and all that breathless glamour.

In 2006, I starred in `` The Salt Flats.'' That's where I met Ruth. We fell in love.

Every Valentine's Day she sent me roses and, oh god, we had so much. Those were the best three years of my life.

After the takeover, they started rounding up the gays. They took Ruth while she was out looking for food.

They burned her face with cigarettes and made her give them my name. She signed a statement saying I'd seduced her.

She killed herself in her cell. She could n't live with betraying me, with giving up that last inch. Oh, Ruth.

They came for me. They shaved off my hair. They held my head down a toilet and told lesbian jokes. They brought me here and pumped me full of chemicals.

It is strange that my life should end in such a terrible place but for three years I had roses and apologized to nobody.

An inch. It is small and fragile and it's the only thing in the world that's worth having.

We must never lose it or sell it or give it away. We must never let them take it from us.

I do n't know who you are but I hope you escape this place. I hope that the world turns and things get better and that one day people have roses again.

A man 's voice .Valerie looks at Sara across the room , her head down in shame .

Two teenage girls stand in front of a middle aged couple . They are holding hands .The greying woman repeats the sign of the cross over and over , sobbing into a handkerchief . Her husband 's face is contorted in disgust .

Two young women cuddle on a park bench under a London summer sky , feeding the pigeons .The black haired girl nibbles on the blonde 's ear .

Evey struggles against Rossiter 's weight who keeps her head submerged .Rossiter wrenches back and Evey sucks hard for air , coughing out water .Evey stares at him , eyes red , heart pounding in her ears .Evey begins to shake her head , water sluicing off her thin face .Rossiter grabs Evey 's neck -Plunging her head into the bowl . Water fills Evey 's nose and ears .

The packed house watches as a Prince kneels before a woman 's bare foot with a slipper of glass .The woman glances into the dark sea of faces .

Two women weep in each other 's arms , embracing in a perfect knee high meadow .The blonde woman brushes away a tear from the other 's cheek .We pull back and see we are on location for a movie and the two women are being filmed .

Ruth and Valerie sit on the couch watching television . On the table behind them is a bouquet of violet carson roses .The two women stare at the newscast in tears , the sound of marching coming from the set 's speakers .

The sound of marching explodes as columns of men in brown uniforms and jack boots fill the streets .

Rossiter presses his elbow onto Evey 's neck , holding her submerged .Rossiter lets Evey up . Her red burnt lungs gulp at the air .Evey blinks hard , black fireworks exploding in her eyes .She wheezes , on the edge of unconsciousness .The interrogator 's voice melts into a slag heap of sound with the hot , rhythmic pounding in her ears .Rossiter uncuffs Evey , slipping the black bag over her head .Evey 's knees buckle as he forces her to stand .Evey weaves down the hall . Rossiter shoving her from behind .The cell door swings open .Rossiter yanks the hood from her head and pushes her in .The iron door slams shut , lock ringing in the stale air .Evey rolls to her knees .She crawls for the rat hole .Her shaking hand pulls the letter from the stone crevice .Evey clutches it like a rosary as she begins to cry .She holds the note to her face , her tears soaking into the fragile paper .Slowly , Evey slips away , succumbing to blackness .

Loud lights blare against Evey 's solemn face .A typed document sits on a small tray table in front of her .Rossiter hovers just behind her as the Interrogator reads her confession .Evey 's expression is unchanging .Rossiter drops a pen on the table .The pen slowly rocks to a stop .She blinks .Rossiter begins unbuckling Evey 's restraints .He forces Evey to her feet .

The door opens behind Evey as she rereads Valerie 's letter for the last time .She holds the tattered piece of toilet paper to her chest .Evey closes her eyes .Her last words hang in the air .He turns and leaves .She listens as his footsteps fade down the hall , the door hanging weirdly open . Evey takes a few tentative steps toward the door and sticks her head out into the empty hall , peering down both ways . Slowly , she emerges from her cell , retracing her path down the hall that her blindfold never allowed her to see . Quietly inching along the wall , Evey peeks around a corner , gasping at the rigid guard standing off to the side . There is something about the man 's frozen stare that keeps her from running . Evey straightens and crosses to the guard . It is a mannequin . She touches him , the wheeled platform he is mounted on rolling back against the wall .

The door creaks open as Evey enters the room where for so long she was questioned and tortured . She crosses to the frozen Interrogator sitting at his desk . Her finger brushes lightly against the plastic hand , then Evey raps a knuckle on his hollow wooden head . Around his neck a small speaker hangs from a cord . Evey drifts uneasily into a back room where a discarded prison guard 's uniform hangs on a rack . On a table next to a wig and pair of gloves , the rat looks up at her through the bars of its tiny cage . She moves through another door , the wind suddenly knocked from her chest as she finally sees where her prison was built -

V steps from the shadows .Her mouth hangs open .Evey 's rail thin figure begins to shake .She stumbles against the wall , unable to support herself .She doubles over , covering her face as she bursts into tears .Evey looks up at him , body shivering as he quietly glides toward her .A look of horror twists her starved face .Slender fingers ball into fists .Disgust and anger light up her eyes .Her little , wiry body coils tight as she circles him .She wheels away from him , covering her ears , trying to get away from his voice .Evey falls , stumbling through the labyrinth of the Shadow Gallery .She collapses , head pounding .V couches next to her .He cradles her as she hyperventilates , tears streaming down her face .The mask hovers over her .He squeezes her shuddering body .Gently , he lifts her .He helps her to an open elevator .The cage in the elevator rattles shut .

The two figures stand in the door of the roof access , a raging tempest oozing from a split sky . Something draws Evey out into the storm . Slowly , she walks beneath it , the wind and rain pounding against her thin frame . Evey lets the coarse slipover fall to the ground and stares straight up into the storm , naked , the elements soaking into her very being . V moves up behind her .A low rumble of thunder washes over London .His words buffet against her with the sheets of rain .She raises her arms to embrace the raging torrent .A jagged bolt of lightning shatters the sky .

Finch gets out of a police car and looks up the black face of the modern building . He sighs and taps his pipe against the heel of his shoe .Finch turns to find Dascombe hurrying towards him .Finch chews on his pipe .He turns and heads into the building . FADE OUT .

The heads of each department are gathered around a table of black granite . Peter Creedy , sitting back out of the lights , is the new head of the Finger .He glares at Finch .The Leader trembles like a volcano set to blow .The Leader grabs a large box from the floor and hurls reams of computer printout across the table .He punches a `` play '' button and a wall of monitors blink on . It is a recording of a television variety show . A character that is made to look like Adam Susan is giving a speech . A woman is dressed like V except that the only thing she is wearing under her cloak is a garter belt , stockings and high heels . V sneaks up behind Susan and yanks his pants down . Susan is outraged but when he gives chase he trips over his pants . The audience hoots and howls . The Leader kills the tape .He stares each of them to silence .He pauses .Everyone is stunned .

A police car is parked in a dark alley . It is raining and the windows of the car are completely steamed .He is sweating , his knuckles white as he squeezes the steering wheel , panting . We hear a noise like a very wet kiss and then a woman 's voice .Helen lifts her head out of his lap . Her lipstick is smeared about her mouth .She whispers in his ear while playing with his lap .She lowers her head into this lap .Helen lifts her head .Her head drops back down . Creedy moans .The name seems to orgasm from his mouth .

Finch sits alone in his modest apartment , reading a book . The book is Koesterler 's , `` The Roots of Coincidence . '' An old CD player is playing music , a Bach piano concerto .

V is playing the exact same concerto on his piano , his gloved fingers gracefully flitting across the keys . Evey enters the gallery . Her hair has grown out but is still short . She projects a kind of strength that comes from a deep inner peace . V coaxes the final delicate notes and lets them softly fade .She walks up to him and takes the smiling face in her hands .She bends and gently kisses the frozen lips .She takes the letter from her pocket .She looks down .

It is a shrine . The walls are covered with movie posters and reviews and pictures of an actresses named Valerie Page . We recognize her as the woman chosen for the medical block just before V. Everywhere there are flower boxes filled with blooming roses ; violet carsons .Evey smiles and bends to smell the roses .Evey cocks an eyebrow .

Carrying a lantern , V leads Evey down a dark stone staircase .He pushes a button and a secret passage opens in a heavy stone wall . There is a small narrow series of passageways that he guides her through , leading to another door . Evey steps out into an underground subway station .

Parked beside the concrete platform is a beautiful antique train car .Evey steps into the train car and finds it filled with little packages wrapped in wax paper .She screams and almost drops one .V nods .

The Leader sits bathed in the flickering images of the Fate computer .On one of the screens , a television program has just begun .We cut from that screen to another screen -

Tonight on Tales from the Bible, a story of treachery and betrayal from the Book of Daniel.

Tonight, England's greatest hero repels the forces of darkness in a brand new episode.

The television studio where Roger Dascombe surveys a large bank of monitors filled with the images of typically vapid television entertainment .A player locks on as a recorded program begins . We move in as the logo slashes across the screen : Storm Saxon .We pull back from the show 's opening teaser and find ourselves looking at a small television .

In the delivery bay at the back of Jordan tower , five security guards are riveted to the heroic actions of Storm Saxon .Behind them , a shadowy figure in a cloak and tall hat enters the loading bay .They all turn and find a smiling V . They go for their weapons . V goes for them . It is brutal and quick , knives slicing in bloody arcs , bodies kicked and thrown with superhuman power . The TV crashes to the ground and we move in at it as Storm Saxon stands triumphant beside his buxom lass .We pull back on another television screen inside -

Dominic is chewing on a hamburger , engrossed in Storm Saxon . Across the room , Finch is reading the `` Roots of Coincidence . ''Dominic answers with a mouthful of cheeseburger .Finch shakes his head , reaching for his pipe . He realizes he is out of tobacco . He slides open the bottom desk drawer and his eyes almost pop out of his head . He stares into the drawer like someone staring at his own tombstone .Slowly , he lifts something from the drawer . On his desk , he lays out several knives , a cloak , a hat , and a smiling mask .Finch lifts the mask and almost has to laugh .He puts the mask to his face .

V emerges from an elevator and immediately attacks several more guards . A surveillance camera watches as V steps over their slumped , broken bodies .

The security guard sees V on the monitor coming directly down the hall .He grabs the machine gun , aiming it just as V kicks open the door .V stops . At least five guards have trained their weapons on him . He is surrounded . Slowly , he lifts his arms as though surrendering . His cloak opens , revealing enough TNT to level the entire building . In his hand is the plunger detonator .V nods .

The door bursts open as Creedy and a group of heavily armed Fingermen muscle in .

V follows Roger Dascombe into the main control booth . The door shuts behind them and they are alone . All around them are the laugh tracks and gunshots of the evening 's entertainment . V puts his hand into his cloak and pulls out a videotape . He hands it to Dascombe .

Finch glares at Creedy .Creedy smiles , his finger tightening on the trigger when -He points at the television where V sits calmly at a desk in front of the `` VTV '' logo .Finch and Dominic rush out of the room . Creedy looks at his confused men .

V smiles at the horrified Adam Susan .The Leader screams , pounding on Fate .He hits the intercom .We move in at VTV .We pull back in -

A family watching television . In the background , two children are squabbling .The husband does . V 's voice gets louder as we move towards him .

A man sits on his couch , mesmerized by V.He pops his beer tab and the beer foams over the couch but he does n't seem to notice .

The car races wildly towards Jordan tower as Finch and Dominic listen to the broadcast on the radio .

The Leader seethes , staring at three television monitors in his limo which are all filled with V.

The bar is almost completely soundless except for the voice of V. People stare at the television as if the moment were somehow suspended in time .

The Leader climbs out of his limo and is met by one of his captains .

But sir, there are people that say they saw both the terrorist and Dascombe together -

Finch can see the forces gathering outside Jordan tower .Finch catches a glimpse of himself in the mirror .

A heavy battering ram is rushed down the hall , carried by four soldiers .

The crowd is much larger .Every screen suddenly goes black . The crowd turns to each other , unsure of what to do .

The door explodes open . V is standing alone , almost as if waiting for them . Before he can even move , they shoot . Machine gun fire lights up the room . V 's body dances and jerks backward , smashing through an observation window - Falling to the television stage below .

A path is cleared for the Leader . As he heads into the television studio , an armed soldier is heading in the opposite direction . It is impossible to tell because of the dark face plate but it looks like the soldier is smiling . The Leader shoves his way onto the main stage . A group of soldiers is gathered around the body .The mask is pried off , revealing the lifeless face of Roger Dascombe . To the Leader , it is an obvious revelation .Finch 's voice stops the Leader cold .He eyes the room . Everyone is silent .The Leader storms past Finch who looks at Dascombe and bites down on his pipe .

One of the Ear 's black vans has been modified with large speakers wired to the roof . As the van rolls down the street , the speakers drone with a looped message .Out of the back , soldiers hurl leaflets that swirl and flutter in the van 's wake . The little girl on the bicycle that we saw earlier stops and picks up one of the leaflets . It has a picture with the body of Roger Dascombe beneath the headline , `` The terrorist is dead ! London is safe once again ! ''She crumbles the leaflet and throws it .She gets off her bike and takes something out of the backpack .Turning to a nearby wall , she spray paints a large circle around a `` V '' .

The terrorist is dead. No further threat exists. Everything is under control.

A recording of VTV plays on the small television .Dominic freezes the image ; V stares at them , smiling .Finch stares out the window .Finch smiles .He rewinds and starts the tape .

V continues on a different television .Helen Heyer is lying on her bed , eating chocolates , watching V through calculating eyes . At her feet , we hear a suckling noise that suddenly stops .She shoves her foot back into his mouth and he continues to suck on it and each of her toes .Conrad moves up her ankle , licking and kissing his way to her knee .She freezes the tape . Her eyes light up and she smiles back at him .Conrad licks along the inside of her thigh until she slaps him .She shoves the candy in his mouth .She smiles .He nods still gagged with the candy .

There are cameras set in front of the large black leather chair so that the flashing images and data of the Fate computer system can be seen behind the Leader . A makeup artist mattes down the Leader 's lipstick .The makeup artist adjusts one last hair and scurries off .He points and the camera 's red light goes on .

The same family , the same squabbling children watching as a `` Special Bulletin '' interrupts a laugh track .

A drunk struggles up onto his bar stool blocking the TV .The drunk raises his glass .The bar cheers .

There are stacks of printout everywhere .Finch stops reading , listening to the radio .

Another radio crackles with the Leader 's voice .V nods , almost laughing as Evey enters the gallery .He reaches over and changes the frequency . We hear voices , hushed and secret but we recognize them .The voices are labored , punctuated by gasps and moans .We are pulled by the radio into -

Where we see a tiny microphone hidden in the ceiling light above the bed . Helen moans as we drift down , glimpsing Helen , her arms reaching for the edges of the bed , her back arching up towards Creedy , behind her , smiling .He inserts a finger into her .That sends a shiver through Helen 's body .Her eyes close and her fists knot the sheets .The word is almost lost in her orgasm .

Finch looks through the blinds at the morning sun . He has been up all night . He checks his watch : 6:00 am .Rubbing the knot in his neck , he turns back to his office which is now buried beneath mounds of paper . Dominic is passed out , sprawled on the couch , and clutching a printout from Spencer 's `` Fairy Queen . ''Dominic jumps , immediately searching the printout .Dominic lets the papers fall to the floor .

Helen holds Conrad 's chin the way a mother holds a child when she is telling them something important .Conrad nods .He embraces her to kiss but she turns her perfectly painted lips .Ardently , he kisses her cheek .

Finch sits alone , palms pressed to his bleary eyes .With a red pen , he begins absently drawing red circles around any V he sees on any piece of paper . Victims . Vectors . Values . Victory . Words from quotes and lists . Suddenly , he stops . Carefully , as if reaching to touch a butterfly , he slips a single sheet out from the sheaves covering his desk . The paper has a long list : the names of all the Queens of England . He has circled in red the V in Victoria . When it hits him , it hits him like a falling safe .

The intercom clicks on .The door slaps open .The Leader waves the Lieutenant off .She glances at Conrad .The Leader studies her .

In his car , Finch races to a corner and slams on the brakes . He gets out , staring at a shadow on the ground : a `` V '' in a circle . The shadow is cast by a sign for Victoria Station , part of the abandoned subway . The gates are chained shut . He fires his pistol into the lock , kicks open the rusting gates , and descends into the underground .

The Leader closes the door behind them .She is unable to go on , seemingly about to burst into tears .He touches her and it is all she needs . She buries her face into his chest .

Conrad is alone with Fate . He glances about nervously , moving closer and closer . His fingers reach out and graze the main keyboard . Taking a deep breath , he turns and begins to type .

Conrad accesses the department of water and power . He finds the correct file and begins rerouting power to a once dead system .

A hanging light suddenly sizzles to life . V looks up , smiling .

The Leader stares hard at Helen .She clutches him .Tears well up in Helen 's eyes as she shakes her head .His eyes fly wide and he spins away from her , throwing open the door .

Conrad sits calmly across the room .He turns to Helen .The Lieutenant appears almost instantly .Helen looks up at the Leader , a smile hidden near the corners of her perfect red lips .The Leader nods .

Helen and Conrad get out of the elevator , standing beneath the rows of new party flags that line the lobby .She embraces him , pressing her body against his .She almost kisses him .Smiling , she pivots on her heel and heads for the door . He reaches for her when -The front desk guard rushes towards him .He hands him a small , brown wrapped box .He looks back for Helen but she is already gone .

A single flashlight beam creeps toward us as Finch searches the detritus of the dead train line .

Sitting at a stoplight , Conrad decides to open the package . Inside is a cassette tape . The light changes and a car behind him honks . He starts forward and inserts the tape .

Finch crawls up onto the platform of V 's hidden station , staring at the beautiful old train car .

Strangling the steering wheel , Conrad listens to the tape . The speedometer climbs as everything seems to accelerate .Helen moans .

Finch steps inside the car , his flashlight sweeping over the stacks of gelignite .

A scream builds in Conrad . With tears in his eyes , he stares out the windshield but sees only the images created by the tape .Conrad loses control and the car careens up onto the sidewalk and smashes into a brick wall . Lifting his bloodied forehead , Conrad looks out and sees the ubiquitous poster partially destroyed by the crash : `` Strength through purity , purity through faith . ''

Finch hears something and jerks back , almost falling out of the car . Aiming his gun , he finds no one . He turns and bolts . As the sound of his footsteps fade , V steps out of the shadows .

The Leader 's Lieutenant looks up from his desk and sees Finch rushing towards him .Finch charges through the doors .

Creedy opens the trunk of his car . In the phosphorescent glow of the streetlight , the set of knives gleam . He bundles the costume that he tried to planet on Finch into his arms , then slams the trunk . Above , a window blind that was cracked open snaps shut .

Conrad waits , hidden inside a bedroom closet . He hears the front door close and his grip tightens around the handle of a long , steel - necked hammer .

The Leader is steadily convincing himself of something .The Leader lifts his hand , silencing Finch .Finch is suddenly overwhelmed by a feeling that is common to chess players . It is the disturbing sense that you have just done exactly what your opponent wanted .

Evey sits in the gallery , reading Pynchon 's `` V '' just as V had done . She suddenly feels V watching her .Evey smiles as V steps out of the shadows .

Creedy empties a bottom drawer , making room to hide the costume . As he does , the closet door behind him slowly creeps open .

A dark figure stands over Creedy . The hammer raises , a slash of silver against the velvety darkness .

The song begins to play ; a melancholy song that says goodbye to love .

Blood pours down Creedy 's snarling face , he snatches one of V 's knives as another hammer blow cracks through his collar bone . He screams , lunging at Conrad .

The hammer falls again and again until the metal head is slick with blood and meat . Conrad stumbles back , dropping the hammer . He looks down at the hilt of the knife protruding from his stomach . He yanks it out and holds V 's knife which is bright red with his own blood . He collapses to the floor .

The song continues .Evey smiles and crosses to him .He opens his arms and she steps into them . They dance , standing very close , his gloved hand holding tightly to hers , her smile against his .

Dozens of military vehicles swarm around the entrance to Victoria Station while heavily armed men pour through the gates of the underground .

The song ends .He bows , pressing his frozen lips to her hand . Evey is suddenly nervous .She seizes hold of his hand .She lets him go .

Soldiers swarm through the station . Susan stares in shock , outraged by the mere presence of the train .He turns to the Captain .Suddenly the lights go out .The Leader smiles .

Five soldiers creep forward in a tight formation , their flashlights probing every nook and cranny . Behind them , a secret passage opens and V steps out . He is among them with frightful speed , a grinning dervish with blades like metal fangs ripping and rending flesh , slashing bright in the flashlight . Other soldiers rush towards the screams and gunfire but they find only five bodies and warm blood running down the walls .From the opposite end , there is another series of screams and machine gun fire that lights up the dark tunnel for a moment . Then , nothing .Back in the tunnels , V drops from above , his cloak a swirling cloud of squid ink that hides him in the darkness . Again , quicksilver knives lash out , drawing fonts of blood .

Finch can feel the panic that is spreading through the tunnel .A voice rings out from hidden speakers , echoing through the tunnels .The Leader screams to be heard over the resonant voice of V.Everywhere , terrified soldiers listen to the voice .Deep in the tunnel , two soldiers look at each other . Simultaneously , they drop their guns and run .Groups of solders drop their weapons and disappear into the shadows .The station fills with the sound of boots running wildly away .Finch slowly draws back away from the Leader .The few men on the platform are soon the only men left .A knife sings through the air and buries itself in the Captain 's chest . With a tiny rasp , he falls to the ground . The remaining men bolt .He grabs for the Captain 's machine gun .`` You '' echoes down the dark empty throat of the tunnel . The Leader looks around , his flashlight sweeping in big arcs as he realizes that he is alone .The Leader screams , whipping around towards the voice .The smile is as cold and as sharp as the knife that flicks from his hand . The Leader raises his gun just when the knife sinks into his shoulder . Howling in pain , he drops the gun .V smiles into the spot of his flashlight .V closes in .V draws his final blade .V raises the knife .V and the Leader turn to find Finch aiming a machine gun at V.V does and Susan begins an almost hysterical laugh .He steps toward V , staring into his smiling black eyes .Finch ignores the Leader .He tosses the gun to the Leader .The Leader seethes , his eyes boring into Finch .The machine gun burst shatters the quiet concrete silence . Finch falls dead at V 's feet .He aims the gun at V.The Leader laughs .Almost casually , V bends down to pick up the knife - The Leader screams and fires . Bullets knock V back a bit but he continues , grabbing the knife and standing . Eyes widening with disbelief , the Leader fires another blast as V begins walking towards him . The machine gun roars , bullets shredding out through the back of V 's cloak as he continues with short deliberate steps until - The hammer clicks against the pin . The gun is empty . V stands before him .V smiles .The Leader screams . V drives the knife into his heart , killing him instantly . V stands alone amidst the carnage and seeping pools of red . His body wavers . He takes his hands out from beneath his cloak and reveals his gloves , wet with blood .

The front door opens and Helen enters .She walks up the stairs to the bedroom .

She steps into the room , her sole and heel sinking into the plush carpet soaked with blood .When she sees Creedy 's head mashed open , she covers her mouth .Conrad has propped himself against the bed .He crawls toward her , slipping on the wet carpet .He reaches for her foot , his hand gloved with wet red .She checks her watch ; two hours to midnight .Conrad seizes hold of her ankle .The look in his eyes frightens her . She tries to kick free of him but he wo n't let go . Twisting , she reaches for the door but slips on the carpet .He crawls up her body still clutching the bloody knife .Conrad raises the knife .The knife falls .

Evey hears V on the spiral staircase .Scarlet footprints trail behind V as he struggles down the stairs .He nods and then collapses , rolling down the rest of the stairs .Running to him , she falls to his side . His clothes are slick with blood .His voice strains beneath the mask .Trembling , Evey holds him .He reaches up and wipes a tear from her cheek .Holding him as tight as she can , she feels his life drain away , slipping through her arms in the way the last grains of sand pour through the neck of the hourglass . She buries her face beside his and weeps .

An enormous crowd has begun to gather in the streets surrounding the New Government Building . With the crowd , a restlessness swells against each barricade erected by the military . A sergeant stands on an armored car , speaking through a megaphone .

Return to your homes! There is nothing to see! The terrorist is dead!

Evey huddles against the stair railing , her face tear stained , staring at the lifeless body of V.She touches the mask , her fingers finding its edge .Her fingers stop .Evey stares into the eyes , the dark , empty eyes .Her expression changes .A small smile creeps across her face .

Midnight approaches and the crowd feels it . Spilling everywhere , they fill the streets like a flood .

Evey sets a final violet carson on the chest of V . He is lying on a bed made of gelignite , covered in roses . Touching his mask , she bends over him .Tenderly , she presses her lips to the smile , her eyes closing , her final tears blinking free . She backs away and V smiles , his lips wet with her kiss , his cheek wet with her tears .On the train platform , Evey reaches through the window and starts the train .The wheels churn as the train lurches forward .She watches the train disappear into the tunnel .

The crowd surges against a barricade when a voice cries out across the city echoing through the megaphone on every corner .High above the gathered mass , a masked figure steps out onto a roof parapet . The crowd explodes .

Dressed as V , Evey stands on the roof 's edge , speaking into a microphone .Again , the crowd bursts into a frenzy .The voice booms over the mesmerized crowd .She feels the sea of humanity beneath her , almost channeling their energy .The crowd screams as one and their scream becomes -

The train hurling like a bullet through a gun barrel . Ahead the tracks end , buried beneath the rubble of the collapsed tunnel .

Hidden and alone , Evey pulls the mask from her face .Almost unconsciously , Evey raises her hand and coaxes the first soft notes as he had once done .The violins of the 1812 overture steadily rise .Evey smiles , her hand still gently conducting .

With the clash of cymbals , the train crashes into the wall of rubble .

The entire building opens like a time - lapsed rose blooming with brilliant orange petals of flame .

Evey watches the explosion , a star - burst of flaming debris searing against the night sky like fireworks .

The masses burst through the barricades with a euphoric frenzy .

The explosion begins to slowly die .She looks down at the mask .She smiles .The fire fades and Evey turns , cradling the mask , and walks away . FADE OUT .

From an absolutely glistening WHITE - an image which first appears to be a brilliantly shining glass globe , and then gradually becomes more of a piece of solid matter , less of a mystery . It 's the

FILLING THE FRAME like a picture postcard . Modest , old - fashioned , spotless - a vision of small town normalcy and virtue . This is the home of MARGARET WHITE and her daughter CARRIE . It seems to have been scrubbed from roof to porch ; it is white . Even the lawn seems to have been washed and bleached . Antiseptic . We hear a woman 's voice : MARGARET . -LRB- o.s . -RRB- Carrie ! Carrie The voice is distant but insistent . It is heard , in perspective , through the following prologue , which initially involves : STELLA HORAN - DAY An all - American sunbathing beauty of eighteen , getting the tan of her life with only a skimpy white bikini running interference between her skin and the sun . The CAMERA SLOWLY PANS OVER the expanse of her body - luxuriant , taking it in inch for inch as she dreamily rubs in suntan lotion and licks her lips . The MUSIC is coming from a transistor radio by her side ; she 's on a beach blanket in the Horan back yard . DOWNWARDS ANGLE - STELLA As she senses someone standing over her , someone staring at her body through the half - grown hedge which separates the Horan back yard from the White house next door . VOICE . -LRB- O.S . -RRB- What are those ? STELLA 'S POV - CARRIE WHITE A terribly appealing little girl , a child of indeterminable age . Pink cheeks , a halo of blonde - white hair which will darken in time . What sets her apart from other children , however , are a pair of bright button brown eyes ; and it 's these eyes that we notice as she peers at Stella through the hedge . STELLA Hiya , Carrie . Gee you gave me a fright . -LRB- turning down the radio . -RRB- How long have you been there ? CARRIE . -LRB- not smiling ; pointing with her finger . -RRB- What are those ? Stella looks where Carrie is pointing ; the top of her bikini has slipped , just barely revealing her breasts - white against the golden tan . Stella adjusts her suit - not out of any particular modesty of her own but as a reflex at being stared at so strangely . STELLA Those are my breasts , honey . CARRIE . -LRB- a beat ; then solemnly . -RRB- I wish I had some . STELLA You will . ` Course you 'll have to wait a couple of years , but - CARRIE . -LRB- a fact . -RRB- No I wo n't . STELLA Why , sure you will . CARRIE . -LRB- emphatic . -RRB- No , I wo n't . -LRB- glancing behind her . -RRB- Momma says no . Momma says good girls do n't . STELLA . -LRB- at something of a loss . -RRB- Well , I 'm a good girl . And besides , does n't your mother have breasts ? CARRIE Glances anxiously at the mention of her mother at the White house next door . She swallows her words so that all Stella and we hear is : CARRIE . dirtypillows . STELLA What ? CARRIE Momma calls them dirtypillows . Says she 's got them ` cuz she was bad when she made me . STELLA Incredulous . But she senses that Carrie is both perfectly serious and quite worried , and she too glances warily over at the White house just beyond the half - grown hedge . She kneels next to Carrie and tries to laugh it off . STELLA Now , honey , that 's just silly . Listen - you must be real hot in that long dress . What do you say we go inside and get us some lemonade , would you like that ? CARRIE Clearly torn - tempted but in the clutch of some weird terror - as if she expected the earth to open and swallow her up . She shakes her head . STELLA C'mon . -LRB- offering her hand . -RRB- It 'll be our secret . Carrie - now really scared - shakes her head and disappears farther into the hedge . CARRIE I ca n't ! STELLA Sure you can . I make it nice and sweet , and - And just at that moment , a figure appears in the second - story window in the White house . Although Stella and we really ca n't distinctly see through the sun 's glare , it 's unmistakably MARGARET WHITE . The moment this big woman sees her daughter with Stella , she lets out a bloodcurdling scream : MARGARET CAARRIEETTAAA ! CARRIE , STELLA Both frozen by this terrible sound STELLA 'S POV - CLOSER ON CARRIE As she sucks in her breath , quivering with fright , looking as if she might faints . She looks quickly to Stella , then back at the White house , then back to Stella . For the merest flash , she seems to smile - or is she about to cry ? And then , she 's gone - running around the hedge and then up the porch stairs and into the White house as fast her legs can carry her . STELLA Stands there , riveted . Not knowing what 's happened , what to do . It 's utterly silent for a moment . And then , an incredible CACOPHONY of strange sounds starts coming from the White house - an unearthly babble as Margaret White screams , rants , and screeches ; as Carrie sobs that she 's sorry , that she forgot . STELLA Mother ! -LRB- louder . -RRB- Mother ! THE HORAN HOUSE As MRS. HORAN - in an old housedress with the hem falling down in the back - rushes out to answer to her daughter 's call . MRS. HORAN What in the name of God ? What 's the matter ? STELLA . -LRB- frantic . -RRB- I do n't know . Carrie was just talking to me , and Mrs. White started screaming and . THE WHITE HOUSE The sun glistening brilliantly on it as in the opening shot . Again , it should appear like a huge glass globe over which we counterpoint one mother/daughter dialogue with the less distinct babble of another : MARGARET . -LRB- v.o . -RRB- I told you to stay away from there , I told you . CARRIE . -LRB- v.o . -RRB- I 'm sorry , Momma . MARGARET . -LRB- v.o . -RRB- . to stay away from that girl , that whore . CARRIE . -LRB- v.o . -RRB- Please , Momma ! MARGARET . -LRB- v.o . -RRB- . of Babylon ! Which continues over : TWO SHOT - STELLA AND MRS. HORAN Their eyes riveted on the house - trying , squinting to see through the sun 's terrible glare . STELLA Do n't you yell at her like that ! Stop that ! MRS. HORAN That poor sweet child . STELLA Mother , we 've got to do something ! MRS. HORAN What ? STELLA Call the police ? Mother , call the police ! MRS. HORAN . -LRB- not about to interfere ; hopeless . -RRB- The child . At this point , the hysteric babble reaches its crescendo ; we should be able to pick out phrases in this cacophony as Margaret rants at Carrie to go into her closet and pray for forgiveness ; as Carrie 's frightened little voice proclaims that she forgot , that she 's sorry . And then suddenly the screaming stops and it 's quiet - dead quiet . THE WHITE HOUSE As it becomes more distinct , visible . There 's a low WHISTLING sound , and then what appears to be a stone the size of a small pebble lands on the roof . Another , slightly larger one appears a second or two later . And then another , and another , and . TIGHTER TWO SHOT - STELLA AND MRS. HORAN squinting , blinking at the pebbles which are coming down like marbles . THE WHITE HOUSE as it 's pelted with what are now even larger stones - WHISTLING , SCREAMING in the air like miniature bombs . Stones from a perfectly blue summer day . Stones ranging in size from marbles to handballs . One of them hits a downspout , knocking it onto the lawn . CRASHING , CRACKING SOUNDS as these pieces of granite tear into the stucco roofing , leaving holes . The effect is that of a drum being bombarded . TWO SHOT - MRS. HORAN AND STELLA Frozen to the spot : Mrs. Horan with her hands over her ears , her screams blending with the SOUND of larger and larger stones as they pelt the house and we hear Margaret throughout screaming : MARGARET 'S VOICE Stop that ! Stop that ! Stella is clutching Mrs. Horan like a child terrified by the freakiest of summer storms - a healthy young woman as her figure in the bikini testifies , but a child nonetheless , this nightmarish moment . THE HOUSE As still larger stones hail from the sky . And then just as suddenly and inexplicably as they started , they stop . TWO SHOT - THE WOMEN Mrs. Horan with her hands still over her ears , her daughter standing next to her , transfixed on the lawn . Once again , it 's quiet . THE WHITE HOUSE As one final stone - this one the size of a mere pebble - falls from the roof and plops onto the lawn . The image grows lighter and lighter . All the color seems to bleach out , turning the screen once again into an incredible , silently blazing white . MAIN TITLES .

Now some years later - and no longer glistening so whitely or mysteriously . We see the front of the house as the door flies open . Carrie , now sixteen or seventeen , appears in the doorway , carrying school books . As she comes out on the porch , the screen door bangs behind her . She is wearing a shapeless , drab dress - much too long , not so much out of style as utterly without style . What remains in this adolescent girl that links her with the pretty child we glimpsed in the prologue are those remarkable eyes . As she comes down the porch stairs , we hear : MARGARET 'S VOICE Carrie ! Carrie stops , turns to reply into the house . CARRIE Yes , Momma . MARGARET 'S VOICE You come straight home from school . A moment of hesitation on Carrie 's part , a very slight hint of rebellion , but : CARRIE . -LRB- sweetly . -RRB- I always do , Momma . Then she turns , walks to the street , gathering pace , quickening .

As Carrie walks down the path from the porch and turns at the sidewalk , in the course of which she passes by where the Horans used to live . Only the Horans no longer live here . No one does . It 's a vacant lot with a FOR SALE sign out front , with overgrown weeds . From the looks of them , the house vanished a long time ago .

Carrie is walking to school , the sun shining brightly above her . The farther she gets from her house , the livelier she seems . We sense that underneath this drab dress is a girl pushing out , an altogether different creature than her appearance would suggest . And to help persuade us about this possibility , there is MUSIC . BOBBY ERBETER About five , BOBBY bikes on the other side of one of the streets , keeping pace with Carrie on a twenty - inch Schwinn with training wheels . BOBBY Hey , fart - face ! Hey , old praying Carrie ! Praying , Carrie , praying Carrie , praying Carrie ! Carrie favors him with a sweet tolerant smile and goes on toward the high school , in the background : Bobby , frustrated , stops astride is bike and screams after her . Bobby 's face - THE FACE OF AN ADOLESCENT Or as he is known in school , THE BEAK . He is pathetically thin , myopic , weak - chinned , beak - nosed , almost a caricature of an adolescent reject . Over his face , we HEAR : FROMM 'S VOICE What are you going to leave for us , You people in your big cars Spewing pollution into the air ? We PAN the faces of adolescents , listening with various degrees of attention , indifference , or reluctance , to : FROMM 'S VOICE You people with heavy feet Trampling down the wilderness ? You people who peer into the back seats of our cars Hours after you come out of the back doors of your motels . Soon all we will have is each other , and that could be enough .

Or , as he is known to his pupils , BIG BELLY FROMM , at his desk in front of the class , reading from an assignment paper . FROMM . If you will let us have room enough And air enough And peace enough To love each other As you never could He sets down the paper , and looks at the class . FROMM 'S POV - THE CLASS We will see , among others , Carrie . We also see TOMMY ROSS - a mid - seventies version of the boy next door . Good - looking , clean - cut , intelligent , athletic . FROMM He is nodding his head slowly , affecting a kind of puzzlement . FROMM I must say - I must confess - this poem displays an extraordinary talent . -LRB- the knife . -RRB- . a talent extraordinary for you , Tommy Ross . THE CLASS All eyes are on Tommy , who does n't seem very abashed . In fact , he turns , clasps his hands over his head , to the delight of his classmates . But you do n't get the feeling he is a goof - off ; he is a kid aware of his own popularity and comfortable with it . FROMM FROMM Tommy , this is slightly different from running for a touchdown . Any criticisms ? THE CLASS The usual hesitation . Then Carrie 's hand shoots up . FROMM He appears surprised to see Carrie , ordinarily shy , volunteering . FROMM Carrie White ? THE CLASS - FEATURING CARRIE Her volunteering has surprised her as well . But she 's stuck with it . The eyes of the class are on her . And she has to say something . So she does . CARRIE It 's . beautiful . FROMM He leaves his desk , moving into the class area , seeming to pounce on Carrie . FROMM ` Beautiful . ' ` Bee - t - ti - ful ! ' ` Oh beautiful for spacious skies , for amber waves of grain . ' Is that the beautiful you mean ? The class is snickering . Carrie throws a despairing glance toward Tommy . Tommy looks at her , and away , embarrassed . Carrie looks down at her desk , almost burying herself . FROMM That is n't exactly a criticism , Miss White . -LRB- looking around . -RRB- Anyone else ? -LRB- no one else . -RRB- Well , at least we 've finally gotten Carrie White to say something ! Tommy looks toward Carrie , with something suggesting compassion . Then he looks toward Fromm , and he is muttering something . Or to be specific : TOMMY . -LRB- muttering . -RRB- You suck . FROMM Tommy ? You said something ? TOMMY Yes , sir . -LRB- moment ; `` popular '' grin . -RRB- I said . ` shucks . ' But everyone in the class knows . OMITTED

Two teams of girls , among them NORMA WATSON , HELEN SHYRES , CORA and RHONDA WILSON . -LRB- sisters although not identical twins -RRB- , CHRIS HARGENSEN and SUE SNELL . Supervising the game is MISS COLLINS wearing a warm - up suit and holding a whistle awaiting the next point . Among the girls is CARRIE anxiously watching for the ball to come her way . It has apparently been a close game , the competition building steadily . When the shot begins , Miss Collins has just blown her whistle to announce : COLLINS Okay , now . This is game point . This is the final point of the game and Rhonda Wilson is serving . -LRB- she is on the opposite team as Carrie -RRB- . RHONDA . -LRB- giving the score . -RRB- Twenty - Twenty . The ball is successfully served and remains in play for some time as the girls skillfully volley it back and forth over the net . And then , just when the tension is its greatest , the ball comes over the net toward Carrie . It 's evident that the outcome of the game depends upon her success . The little boy who decided to put his finger in the dyke had it easier . The other girls are . -LRB- AD LIB -RRB- shouting cautions and admonitions to Carrie . Carrie almost trembles with tension , about to bat the ball over the net , afraid to hit it . Carrie whacks the ball . She shacks it hard . And on a line - straight into the net . Another chorus of groans , with remarks like `` Would n't you know ! '' and `` Dumbo ! '' reinforcing them . Chris storms back toward Carrie . CHRIS . -LRB- low , harsh . -RRB- You eat shit ! Miss Collins blows her WHISTLE .

Steam partially obscures the girls as they whoop and holler and cavort under individual showers . They banter little barbed pleasantries , bits of sexual information , family plaints , talk of college - all of which we hear from separate stalls . One by one the showers are turned off , the girls stepping out , removing pastel bathing caps , toweling , spraying deodorant , bras hooked , underpants stepped into . Steam hangs in the air . So do words , running into one another , tumbling , drifting . ` . Tommy says he hated it on me . My sister 's husband picks his nose . So does your sister . too cheap to spend a penny . we 'll go after school . I 'm going with Billy , we 'll meet you . Friday night . ' We PICK UP Miss Collins as she steps among the girls , spies Carrie still standing under the shower . She claps her hands together once , smartly . COLLINS What are you waiting for , Carrie ? -LRB- as Carrie looks at her . -RRB- Bell in five minutes . CARRIE Oh uh ? As Collins departs , and the other girls start to move toward their lockers , Carrie is left alone in her shower stall . She is soaping herself . In a virtual reverie , she begins at her shoulders , moving her hands over her breasts in small , regular , virtually erotic circles . Her hand goes out of frame , below her stomach . Slowly , it emerges back into frame - full of blood . And just as she and we see this , so do the girls . CHRIS Peer - iod ! Peer - iod ! Carrie stares at her dumbly . The other girls are quick to take up the chant . Chris leads them . GIRLS Peer - iod ! Peer - iod ! Peer - iod ! Peer - iod ! One voice chimes in : NORMA Plug it up ! Others take up this new chant . For a while , like counterpoint , he chants overlap ; then the new chant emerges solely : GIRLS Plug it up ! Plug it up ! Plug it up ! Plug it up ! Dime - sized drops are striking the tile floor at Carrie 's feet . SUE For God 's sakes , Carrie , you got your period . -LRB- as Carrie turns toward her . -RRB- Clean yourself up ! Carrie seems bewildered . SUE . -LRB- furiously . -RRB- You 're bleeding ! You dumb pudding , you 're bleeding ! Carrie looks down and wails , the sound is very loud . A tampon strikes Carrie 's chest , plops to her feet . Carrie just stares at it . NORMA She thinks they 're for lipstick . Behind her , another girl pretends to throw up . Shrieks of laughter . Another tampon strikes Carrie . Another . The girls are bombarding her with tampons and sanitary napkins , some from purses , some from the broken dispenser on the wall . As they bombard Carrie : GIRLS Plug it up , plug it up , plug it up , plug it up . We isolate Sue Snell at the moment she joins in the chant , and watch her beginning to be caught up in what can only be described as a fury . Carrie howls and begins to back away , howling louder and louder . The door is flung open by Collins . COLLINS What is this ? And she takes it in . She jerks the whistle to her mouth , blows and blows ! The sound is louder than a shriek . -LRB- which it resembles -RRB- or a howl . -LRB- which it does n't -RRB- . And there is sudden silence . COLLINS . -LRB- to girls . -RRB- Get out ! Get out ! The girls retreat , Sue last . SUE It must be her first . COLLINS Out ! As the girls slip out , Collins turns to Carrie , who has backed up and is whimpering . Collins slaps her face , not too hard at first , then with a flash of anger . CARRIE M . M . Miss Collins . COLLINS Stand up . Take care of yourself . CARRIE I 'm bleeding . One blind searching hand comes up , clutches Collins ' white shorts , leaving a bloody handprint . COLLINS Damn you ! She hurls Carrie part way across the room toward the broken sanitary napkin dispenser . COLLINS Get over there ! And take one ! CARRIE I do n't know . COLLINS Never mind the coin slot . It 's broken . CARRIE It hurts . my stomach . COLLINS . -LRB- grabbing her . -RRB- Do it ! Now . CARRIE I ca n't . I do n't know how ! There 's a bright flash as a light BULB POIPS , fizzling out . Collins is surprised . COLLINS What ? And she looks at Carrie . Her anger seems to seep away . Her voice softens . COLLINS Carrie , do n't you know ? -LRB- shakes her head , realizing and wondering . -RRB- You do n't . -LRB- reaches for Carrie . -RRB- I 'll show you . 38A INSERT INT WAITING ROOM - DAY CARRIE AND MISS FINCH

HENRY MORTON , the principal , a decent but somewhat plodding man in his mid - forties , is tapping out his pipe as he talks to Collins . MORTON Is n't she a bit old for her . Well , he ca n't quite say it . COLLINS Her first period ? MORTON Ah , yes . COLLINS Morty , until a half hour ago , I do n't think she knew there was such a thing . He hesitates a moment - noticing Carrie 's bloody handprint on Collins ' gym shorts . MORTON It 's hard to believe in this day and age a girl in high school would n't know . something . the facts . COLLINS Well , knowing that mother of hers . MORTON . -LRB- cutting her off . -RRB- Miss Collins , if you 'd been with us longer , you 'd understand we can not interfere with people 's beliefs . As for the girls - COLLINS Carrie 's always been their scapegoat . So they . MORTON You 'll have to do something . COLLINS I will . But I understood how those girls felt . The whole thing just made me want to take the girl and shake her . MORTON Ummm . COLLINS It 's just her period , for God 's sake . MORTON . -LRB- cutting in ; uncomfortable . -RRB- We 'll send her home . -LRB- to intercom . -RRB- Miss Finch , send in Cassie Wright . COLLINS It 's Carrie White . MORTON . -LRB- fiddling with paper clips on his desk . -RRB- Oh . The door is opened . Carrie stands in the doorway . MORTON Come in , Cassie . Collins starts to correct him , but : MORTON Close the door . No , wait . -LRB- up . -RRB- Miss Finch , bring in a dismissal slip . -LRB- to Carrie . -RRB- I think you might take the rest of the day and go home and , uh , well . take care of yourself , Cassie . CARRIE . -LRB- hardly a murmur . -RRB- Carrie . MORTON We 're all sorry about this incident . MISS FINCH , elderly , spinsterish , goggles in with the yellow dismissal slip , brings it to Morton who initials it . MORTON . -LRB- to Finch , as she goes . -RRB- Thank you . -LRB- to Carrie . -RRB- Would you like to go to the infirmary ? Carrie is shaking her head . MORTON . lie down for a while . COLLINS I think Carrie can go home . MORTON Would you like a ride ? Again , Carrie is shaking her head . MORTON We could call you a cab . COLLINS I 'm sure she can walk home . And Carrie , you 're excused from gym for a week . Take study hall instead . Morton picks up the dismissal slip , hands it to Carrie . MORTON We are sorry about this , Cassie . CARRIE . -LRB- sudden fury . -RRB- That 's not my name ! Two things happen simultaneously ; Morton recoils slightly and the ashtray quakes a little and then tumbles from the desk . Then Carrie goes out . Morton comes around the desk , stoops to pick up the ashtray , stares at it curiously for a moment , then looks at Collins . COLLINS . -LRB- slowly . -RRB- That reminds me . A light blew out while I was trying to calm her down . MORTON I 'll send a janitor to fix it . Okay , that 's reality . He puts the ashtray back on the desk decisively , dismissing any `` peculiar '' thought he may have had . A RED SCREEN PULL BACK QUICKLY to show red circles of a traffic light . Carrie is standing at an intersection , waiting for the light to change . CARRIE 'S POV - CHAMBERLAIN STREET Cars are flashing by ; they seem to leave blurs of light . FLASH CUT Carrie 's tormentors . FLASH CUT Carrie . LONGER CUT The girls throwing tampons and sanitary napkins . LONGER CUT Carrie , hatred showing . THE GIRLS - FEATURING CHRIS Suddenly their motions are ARRESTED . Their images polarize ; the girls disappear , except for Chris . Her image REMAINS . CARRIE Concentrating her hatred CHRIS ' IMAGE It begins to shatter . And then explodes . THE LIGHT Turns green CARRIE She walks across the street .

A quiet residential street in a lower middle - class neighborhood . Carrie is walking down the street , slowly . ANOTHER ANGLE There comes Bobby Erbeter again on his bike , paralleling Carrie . -LRB- as before -RRB- BOBBY Hey , fart - face ! Hey , old praying Carrie ! CARRIE She keeps on walking , ignoring him . BOBBY Keeping pace with Carrie , shouting across the street . BOBBY Fart - face , fart - face , fart - face . CARRIE Turning toward him , her face contorted with rage . CARRIE 'S POV - ANGLE ON BOBBY The bike wobbles on its training wheels . And the bike topples over , on top of Bobby , who screams OMITTED CARRIE CLOSE now , featuring her eyes most prominently . Her face is uncertain , confused . What just happened ? She thought . -LRB- that 's right , thought -RRB- something and it happened . And we HEAR another SCREAM , more of an angry shriek , and then the strange sight and SOUND of : FLASH CUT As the stones pelt the White bungalow years ago . CLOSER The stones pelting the roof . CARRIE She is staring across the street at : BOBBY Screaming with anger . -LRB- more than anything else -RRB- as he disentangles himself . He stands up , looks toward Carrie across the street , shakes his little fist . BOBBY . -LRB- defiantly . -RRB- Fart - face ! CARRIE The boy 's defiant chant can be heard as Carrie blinks , wondering . Then she opens her eyes , wider . She looks at the boy . She frowns for a moment . FLASH CUTS The stones . The light bulb exploding . The ashtray falling . We hear : BOBBY 'S VOICE Fart - face , fart - face , fart - face ! CARRIE A faint smile , partly of wonder , partly of a strange kind of joy . She knows .

Sue 's mother . Out of a margarine commercial - a packaged , nice lady , neat , trim - a good mother , good wife . She is preparing dinner ; in her line of sight , a television game show glitters . DOORBELL Eleanor frowns momentarily , leaves the kitchen .

Through the middleclass , rather tasteful home , to the front door . Eleanor opens the door . ANGLE ON MARGARET WHITE Standing in the doorway . She is a large lady dressed in black , carrying a worn black leather sack , which we will discover is bulging with religious tracts . ELEANOR WITH MARGARET Margaret White is not a welcome visitor , but Eleanor Snell is a polite lady . ELEANOR Oh , Mrs. White . MARGARET How have you been , Mrs. Snell ? ELEANOR Fine . MARGARET And the doctor ? ELEANOR Fine . MARGARET And your daughter ? ELEANOR Sue is . fine . An impasse . Finally Eleanor feels constrained to open the door wider , put a smile on her face , and : ELEANOR Wo n't you come in , Mrs. White ? MARGARET Thank you . She steps inside and Eleanor closes the door behind her , saying : ELEANOR I think Carrie is in some of Sue 's classes . MARGARET Yes . ELEANOR Perhaps some time Carrie might visit . MARGARET I 'm here on the Lord 's work . ELEANOR Yes , of course . Margaret is fishing tracts out of her bag . MARGARET These will interest the doctor and you . Eleanor looks at the tracts with pretended interest ELEANOR I 'm sure they will . MARGARET And your daughter . ELEANOR . -LRB- a smile . -RRB- Well , I do n't think Sue would be - MARGARET . -LRB- cutting in . -RRB- Children are godless these days , Mrs. Snell . Margaret 's voice is almost toneless - now and throughout . ELEANOR My Sue is a good girl . MARGARET These are Godless times . ELEANOR I 'll drink to that ! Humor - and she regrets it immediately . ELEANOR . -LRB- continuing ; quietly . -RRB- We 'll all read . these . The telephone RINGS . ELEANOR Excuse me . -LRB- retreating . -RRB- Please sit down . Margaret does n't sit , and Eleanor flees into the kitchen .

As Eleanor reaches the phone . ELEANOR Hello . Betty , can I call you back ? Margaret White is here . Right . right . Let me get rid of her and I 'll call you back . She hangs up , opens a drawer , takes out some hidden household money -LRB- a couple of bills -RRB- , and drags herself back into the living room .

Margaret is still where we left her . ELEANOR We 'd like to contribute ten . -LRB- a look at Margaret . -RRB- . twenty dollars . MARGARET Thank you . I 'll give you a receipt . Eleanor shifts from foot to foot while Margaret writes out the receipt , gives it to her . ELEANOR Thank you , Mrs. White . MARGARET I 'll pray you find Jesus before it 's too late . What can one say ? Eleanor stands there , completely exasperated but retaining her politeness like a steel , middle - class glove . She accompanies Margaret to the door and the latter leaves . Eleanor is about to close the door , stops , seeing :

Sue is coming toward the door . She passes Margaret with a quick . -LRB- inaudible -RRB- greeting and hurries to the front door where her mother is waiting . SUE That 's Carrie White 's mother . As Eleanor nods and closes the door . SUE . -LRB- apprehensively . -RRB- What did she want ? ELEANOR . -LRB- indicating tracts . -RRB- She gave us these - . -LRB- conspiratorial sigh . -RRB- . and I gave her a donation . Sue 's face betrays relief , but Eleanor notices nothing . ELEANOR . -LRB- brightly . -RRB- Well , how was school today ? SUE Today ? Like always . HOLD ON Sue , staring at the tracts on the table -LRB- or perhaps out the window as Margaret leaves -RRB- . A long beat , then : CARRIE Who is sitting in an old Boston rocker by the window in her room which overlooks the street . She is wearing just a slip or perhaps an old terrycloth robe - her plain dress and school books on the narrow bed . She is leafing through a teenage magazine on the order of `` Seventeen '' - absorbed in the mundane fantasies of models in their pantyhose and underwear ; long gowns and mystery men . An escape of sorts . And we reveal Carrie 's bedroom in the low attic of the White house : tiny , plain , severe . It 's decorated with just the fewest embellishments -LRB- i.e. high school pennant -RRB- that Margaret would allow in exchange for her own prices - a crucifix above Carrie 's bed , a small bureau with an equally small mirror , a Bible and plastic glow - in - the - dark Madonna and child , and various religious prints and plaster quotations on the wall . ANGLE - FEATURING CARRIE Caught up in the magazine , in the most normal of female fantasies courtesy of the slick Madison Avenue mind . And then , with that extra sense of perception apparatus that fears it 's about to be caught doing something it should n't , Carrie glances out the window and down to see :

As this formidable vision of black strides down the walk . Another woman like this would be coming home from a funeral ; Margaret actually seems to like black . CLOSEUP - CARRIE Her heart pounding as we glimpse that look of terror we witnessed earlier - a scared little girl now encased in the body of an adolescent . As she hears Margaret close the front door and call out her name as she hangs up her coat , Carrie hastily stashes the magazine under the mattress . Then she begins to dress as we hear the SOUNDS of Margaret in the kitchen , starting her daily afternoon ritual of making tea . And then the telephone RINGS - only to stop as Margaret picks up the receiver . It 's just as Carrie dreaded - it 's the school - and she stands by the door , trying desperately to overhear Margaret 's muffled voice . And then Margaret hangs up , and in a deadly tone of voice - not yelling but enunciation with a terrible clarity - she calls up the stairs : MARGARET 'S VOICE I know you 're listening . Come downstairs . And defeated , Carrie braces herself and goes down the : HALLWAY , STAIRS , LIVING ROOM , FOLLOWING CARRIE As she hurries down toward her mother and into :

Where Margaret is standing by the stove , her back to her in stony silence . CARRIE Hello , Momma . No response . The teakettle is just beginning to boil over the gas burner , and in this altogether strange little kitchen - a veritable arsenal of lace - tatted religious art - Margaret is a rock . Carrie sits down at the kitchen table , bursting with shame and the need to talk . Yet she recognizes her mother 's wall of silence , knowing she wo n't speak until she 's ready . They 've been through this dance a thousand times . Finally , Carrie breaks . CARRIE Who was it that called ? -LRB- no response . -RRB- What did they say ? MARGARET Point one and some grim satisfaction . Yet she does n't respond immediately . Then she turns from the stove . MARGARET . -LRB- softly . -RRB- You 're a woman now . CARRIE Oh Momma , why did n't you tell me something ? I was so scared . Margaret walks over to the table and sits next to Carrie . She puts on rimless glasses , then opens the Bible and starts to read with one of those strange Kathryn Kuhlman looks on her face : MARGARET ` And God made Eve from the rib of Adam . And Eve was weak and loosed the raven on the world , and the raven was called Sin - ` She pushes the Bible at Carrie , her finger on the place . MARGARET . and the raven was called sin . CARRIE Why did n't you tell me ? Oh , Momma - MARGARET . -LRB- overriding . -RRB- . and the raven was called Sin ! and the first sin was intercourse . CARRIE I was so scared ! And the other girls , they made fun of me and threw things and - Margaret 's hand flashes out , backhanding Carrie into the wall . It 's a wallop of a slap , the sting of it bringing tears to her eyes . CARRIE Momma , please listen . It was n't my fault . Another backhanded blow knocks Carrie to the floor . CARRIE Momma ! MARGARET And Eve was weak and . say it , woman ! Kick . CARRIE Momma , please help me . MARGARET And Eve was weak and loosed the raven on the world . CARRIE They threw things . MARGARET . -LRB- overriding . -RRB- . and the raven was called Sin . Sin ! and the first sin was intercourse . CARRIE Momma , please listen . A kick . MARGARET And the Lord visited Eve with a curse , and the curse was the Curse of Blood ! The teakettle starts to WHISTLE . CARRIE You should have told me ! Margaret clutches Carrie 's wrist in a vise . MARGARET . -LRB- heavenward . -RRB- O Lord , help this sinning woman see the sin of her days and ways . Show her that if she had remained sinless - CARRIE No ! MARGARET - the Curse of Blood would never have come on her . She may have been tempted by the Antichrist . She may have committed the Sin of Lustful Thoughts . The teakettle is WHISTLING louder - a high - pitched scream . CARRIE No , Momma . MARGARET Do n't you lie to me , Carietta , do n't you know by now I can see inside you ? I can see your sin just as surely as God can . CARRIE Momma , let me go . Margaret flings open the door of the kitchen closet . MARGARET We will pray . We will pray , woman , we will pray to Jesus for our woman - weak , wicked , sinning souls . She switches on the light , and there is Jesus on the wall , rictus , crown of thorns , bathed in an ominous blue light . A vision of a wrathful God . Throughout the following , Carrie struggles desperately , but she 's no match for her mother . MARGARET And the Lord visited Eve with a Curse , and the Curse was the Curse of Blood . And there was a Second Curse , and this was the Curse of Childbearing , and Eve brought forth Cain in sweat and blood ! She propels Carrie into the closet , slams the door behind her . Margaret 's voice continues , overlapping onto :

Very much the little girl now as she sinks to the floor of the closet - crying , disheveled , beaten . The closet is just what every child ever dreaded about the night . JESUS Looking down at Carrie . CARRIE She looks away - and inwards . With her , we see : SPLATS OF BLOOD Falling on the shower floor . THE GIRLS - IN THE SHOWER ROOM Surrounding Carrie , jeering her , bombarding her . JESUS Impassive , impersonal , unconcerned - or so it seems . CHRIS - IN THE SHOWER ROOM In the forefront of the pack . CARRIE - IN THE SHOWER ROOM As the girls would see her , cowering , the bloody napkins pelting her . JESUS - CLOSER ANGLE The blood seems to be streaming down his face ; it moves . CARRIE - IN THE CLOSET Tears are streaming down her face . She whispers : CARRIE Please !

MOVING IN SLOWLY on Tommy Ross ' 1963 Ford , which is parked in the shadows on The Hill -LRB- something of a ridge which overlooks the town and is dedicated to Eros by high school students and occasional graduates -RRB- . The MUSIC swells as we MOVE IN . And finally , we PEER into the car , where we see :

Sue and Tommy have finished making love in the back seat . They are both putting their clothes in order , silently , slowly . Then they climb into the front seat . Sue takes out a cigarette . Tommy lights it with the dashboard lighter . They say nothing as Sue smokes for a few moments . Then Tommy looks at her closely . TOMMY Hey . She turns away . TOMMY Hey , what 's the matter ? He puts his arm around her clumsily . SUE Nothing . TOMMY What did I do ? SUE Nothing . It 's not you . TOMMY Hey , everything 's all right . I love you , honey . -LRB- silence . -RRB- Did I ? SUE . -LRB- blurting . -RRB- It 's Carrie . TOMMY Who ? SUE Carrie . Carrie White . TOMMY Praying Carrie ? SUE . -LRB- sharply . -RRB- Do n't call her that . TOMMY . -LRB- imitating Carrie . -RRB- It 's . beautiful . -LRB- laughing . -RRB- That 's what she said when I read that poem you wrote for me . SUE Tommy , please . TOMMY . -LRB- going on . -RRB- And Big Belly Fromm saying . -LRB- imitating . -RRB- That is n't exactly criticism , Miss White . -LRB- exploding . -RRB- Jesus ! Sue has turned away from him . TOMMY Hey , honey , it was a beautiful poem . I wish I could have written it . -LRB- silence . -RRB- Honey ? SUE Do n't call me that . TOMMY Do n't call her that . Do n't call me that . What the hell 's the matter with you ? She is crying , that 's what . TOMMY Hey , are you crying ? -LRB- yes , stupid . -RRB- Are you ? He tries to turn her toward him . She struggles . Manfully , he forces her around . TOMMY Jesus , Sue , what is it ? SUE . -LRB- trying to turn away . -RRB- I told you . TOMMY Told me what ? SUE About Carrie . TOMMY That thing in the shower ? -LRB- she 's silent . -RRB- Hey , it was a joke , was n't it ? I mean , everyone was doing it . SUE I 'm not everyone . TOMMY You 're special . SUE I was one of them . TOMMY So you were teasing Carrie White - SUE We were hurting her - TOMMY She 's used to it . Jesus , you remember how she 'd get down on her knees and say grace in the cafeteria . alone , for Christ 's sake . And the way she dresses . Hey , Sue , she 's asking for it . SUE . -LRB- vehemently . -RRB- How would you like to be Carrie White ? TOMMY How would I like to be Carrie White ? SUE How would you like to be Carrie White ? How would you like to be Carrie White instead of being Tommy Ross . big man , big jock , popular . TOMMY What 's the big deal about being popular ? I mean , one day I 'll wake up and find myself working at my dad 's car lot and out Friday nights and Saturdays at Uncle Billy 's or the Cavalier drinking beer and maybe married with a bunch of kids . -LRB- stops . -RRB- What 's that got to do with Carrie White ? Or anything ? SUE I did something wrong and I feel bad about it . TOMMY I can understand that . Hey , back in seventh grade , there was this kid . SUE . -LRB- interrupting . -RRB- I 've got to do something about it . TOMMY Like what ? SUE I do n't know yet . Apologize . TOMMY Okay , you tell her you 're sorry . SUE That 's not enough . That 's like something my mom would do . TOMMY What are you going to do ? Kiss her , for God 's sake ? SUE God , I hate you sometimes ! TOMMY What the hell do you want me to do ? SUE I want you to help me . Or are you just interested in fucking me ? TOMMY . -LRB- angrily . -RRB- Do n't say that ! SUE Fucking me , fucking me . TOMMY Cut it out ! SUE Then help me ! Tommy moves back from Sue . He is looking at her , trying to figure her out . He wants to do something , he does n't want an argument , but . TOMMY Okay , what can I do ? SUE I want you to think about Carrie White . TOMMY . -LRB- incredulously . -RRB- You want me to sit here and think about . Jesus ! -LRB- moment . -RRB- Are you serious ? -LRB- moment . -RRB- You 're serious . -LRB- moment . -RRB- What 's there to think about ? SUE Think about it . TOMMY Jesus . He stares off through the windshield . He is really puzzled . He steals a look at Sue . He starts to put his arm around her ; she moves a little , subtly but clearly . Tommy stares off into space again . TOMMY I never thought about her . I mean , she was n't someone you had to think about . -LRB- beat . -RRB- She was always there - keeping to herself in that stupid dress - that weird mother . -LRB- beat . -RRB- You know what I mean ? Sue glances toward him . Of course she knows . And he is beginning to understand . Tommy looks straight ahead again . He is starting to think . It 's not all that easy . TOMMY . -LRB- almost under his breath . -RRB- Carrie White ? It does come out as a question .

Margaret is at the sewing machine . She is either listening to a reasonable facsimile of Kathryn Kuhlman preaching on the radio , or instead , to an old Victrola which plays Tennessee Ernie Ford 's `` Let the Lower Lights Be Burning . '' A Black Forest cuckoo clock , providing a sense of lapsed time . Suddenly the treadle on the sewing machine depresses itself . The needle begins to dip up and down ; the bobbin whirs and jerks . Margaret turns around to see : CARRIE She is standing in the entrance of the living room . Her demeanor seems more peaceful , calm , almost too calm . MARGARET A touch of fear in her eyes . But : MARGARET Go to bed . CARRIE She crosses over to her mother , kisses her lightly on the . -LRB- unmoving -RRB- head . CARRIE Good night , Momma . Carrie goes to the stairs . UP THE STAIRS With Carrie . UPPER HALLWAY Carrie goes into her room .

Carrie turns on a light . She undresses slowly , wearily . And then she stops and looks at herself in the mirror . A close , tired inspection . Her eyes seem hollow , haunted . Carrie does n't like what she sees ; she does n't like herself . Flex . Slowly cracks appear in the mirror , spiderwebs . Flex . The mirror cracks wider . And flex : the mirror shatters , crashes to the dresser in pieces , loudly ; some of the pieces fall on the floor . MARGARET Carrie ! Carrie ? Carrie ! A moment of utter panic - now what ? HALLWAY STAIRS As Margaret strides up them , past the landing , and tries the knob on Carrie 's door . It 's locked . She rattles the knob . But to no avail . Then : MARGARET Carrie ! Carrie , open this door ! -LRB- a beat ; nothing . -RRB- Carrie ! Another beat ; then : CARRIE 'S VOICE . -LRB- sweetly . -RRB- It 's open , Momma . Margaret tries the knob again , and it is , indeed , open .

Where Carrie is kneeling by her bed , now in her flannel nightgown , praying . MARGARET What was that noise ? CARRIE Nothing , Momma . Margaret peers around the room ; she did hear a mirror break , no mistake about it . But there it is - whole again as her reflection in it testifies . Margaret walks over to it , rearranges the plastic glow - in - the - dark Madonna and child on the dresser . MARGARET Go to bed . She leaves the doorway and we return to Carrie , who smiles sweetly . And then : Flex . The door slams closed .

Down the class of twenty - five or so girls , still in their street clothes , lined up against the gym wall under their class numbers as : COLLINS Walks in front of them with a clipboard taking roll . Collins . Shyres . SHYRES . -LRB- o.s . -RRB- Present COLLINS . Snell . THE GIRLS STILL TRACKING , FEATURING Sue SUE Here . COLLINS . -LRB- o.s . -RRB- Watson . WATSON Present . The CAMERA COMES to an empty space - without being told , we can tell it 's Carrie 's . COLLINS Hesitates , then moves right along . COLLINS . and the Wilsons . Who 're identical twins . CORA Here . RHONDA . Miss Collins . COLLINS . -LRB- small smile ; then , closing her book . -RRB- Okay . Sit down . All the girls - except Chris - obey . COLLINS You too , Chris . And spit out that gum . CHRIS . -LRB- overly sweet . -RRB- Where 'll I put it , Miss Collins ? COLLINS You can choke on it for all I care . Now sit down . CHRIS Pausing for a second , then deciding it 's better to go along without talking back . She sits down . THE GIRLS Shifting nervously , unused to Collins ' absolute no - nonsense tone . COLLINS Taking a deep breath . COLLINS Okay . I just want you all to know that you did a shitty thing yesterday . A really shitty thing . HELEN SHYRES the freckled , slightly pudgy girl sitting next to Sue - giggles nervously . But no one joins her , and she clasps her hand over her mouth , trying to stifle it . COLLINS Glaring at Helen , silencing her . COLLINS Did any of you stop to think that Carrie White has feelings ? Do any of you ever stop to think ? No , I guess you 've got your minds on your dates and the Prom . Chris , I imagine you can take your pick , who 's the lucky guy ? CHRIS . -LRB- mumbling . -RRB- Billy Nolan . COLLINS . -LRB- loudly . -RRB- Who ? Speak up ! I ca n't hear you . Chris tries to control her anger - is barely able to . CHRIS Billy Nolan Collins - eye - to - eye with Chris now , smiles . COLLINS Well , is n't he the lucky one . She walks down the line , stopping in front of Sue . COLLINS And what about you , Sue ? Who 's taking you ? SUE Tommy Ross . COLLINS Right . -LRB- beat ; then . -RRB- Okay . Now my idea for this little trick you pulled was three days ' suspension and refusal of your prom tickets . THE GIRLS As Collins ' words sink in - groans of disappointment . SUE 'S POV - COLLINS Almost seeming o single Sue out as she continues - at least that 's the way it seems to Sue . COLLINS That would hit you where you live , now , would n't it ? And you 'd deserve it - I do n't think any of you have any idea of just how nasty what you did was . The office has decided that you 're to have one week 's detention . The girls sigh with relief . Chris has a particularly smug look . Collins takes in their reactions ; then she reels in the line : COLLINS But . There 's one little catch . It 's to be my detention . Right here in the gym . Fifty minutes every day . Get the picture ? THE GIRLS As they realize just how they 've been had - indeed , getting the picture . CHRIS Furious , defiant . CHRIS I wo n't come . COLLINS No less determined , but cool . COLLINS That 's up to you , Chris . That 's up to all of you . Punishment for skipping detention is three days ' suspension and the loss of your prom tickets . Any other thoughts ? THE GIRLS Sober , slightly frightened .

She is standing in the hall , looking into the gym through the small glass window cut in the door .

Collins has finished with the girls , she stands in front of them , the victor . COLLINS Right . Now change up . The girls start to turn .

Carrie quickly pulls away from the door before she can be seen , hastens away .

Collins watches the girls filing into the locker room , a small triumphant smile on her face .

Carrie is now far down the hall , a small distant figure . Now she goes out of sight around a corner . The hall is empty and still ; HOLD , then :

As the girls change silently into their green gym outfits - quiet , subdued , most of them resigned to their punishment . Chris , however , is about to blow up ; she tosses her skirt into her locker and slams the door shut . AN INDEX CARD - SCHOOL LIBRARY And then another , and another , and yet another flipping by us , one title following another as Carrie looms over the card catalog , searching . The title cards include POISON , POLITICS and POLTERGEISTS - on this latter card , it reads : `` A ghost supposed to be responsible for table rappings and other mysterious , noisy disturbances . '' It also contains a cross - reference - see tele - and the rest of the word is blurred . 121A CARRIE Her face - curious , deciding to follow it up . 121B A FASTER MONTAGE As Carrie flips through the `` T '' card catalog - passing everything from Talmud to Tarantula until she gets to : 121C TELEKINESIS - A CLOSER SHOT On the word , and below it : ` Thought to be the ability to move or to cause changes in objects by force of the mind , perhaps a genetic - recessive in origin . ' 121D CARRIE - CLOSE Her mind struggling with the words on the card , pondering , thoughtful . Her heart starts to beat .

On the girls , all of them in the green gym suits , being run ragged , just as Collins promised . She 's pushing them extremely hard , barking orders at them , using her whistle like a drill instructor . ANGLE - ON CHRIS As she runs to position herself next to Sue . CHRIS She ca n't get away with this . I 'm going to get her . That goddamn snerd - SUE Let it go , Chris . And Sue runs on , leaving Chris - red in the face , breathless , furious - behind . Chris deliberately slows down and then just halts . COLLINS The period 's not up , Hargensen . CHRIS It is for me . COLLINS There are ten minutes left . CHRIS Stick them up your ass . Chris starts to stalk past Collins who reaches out and firmly pushes her back . Chris becomes immediately hysterical . CHRIS You ca n't hit us ! You 'll get canned for this , you bitch ! My father - COLLINS One more word from you and I 'll throw you across the room . Want to see if I 'm telling the truth ? GROUP SHOT - FEATURING CHRIS Appealing to the others now ; flailing , out of control . CHRIS She ca n't get away with this ! Goddammit ! If we all stick together , we can - THE GIRLS As Chris looks to them for support , none of them quite knowing what to do . CHRIS Norma . Helen . Sue ! ANOTHER ANGLE Featuring Chris and Sue SUE . -LRB- lifeless . -RRB- Shut up , Chris . Just shut up . CHRIS A mutineer without a single ally now . She realizes it and heads for the door leading to the locker room , and this time , Collins does n't even try to stop her . At the door : CHRIS This is n't over . This is n't over by a long shot . The door slams shut , leaving the girls and Collins frozen by Chris 's outburst . The BELL gives a shrill RING , and we :

The local after - school hangout . Clusters of students milling in and around booths . Pinball machines , a jukebox thumping `` NO WHERE TO RUN '' by Martha Reeves and the Vandellas . Sue is sitting , reading , alone in one of the booths as Chris enters , says hello to some of her clique , and spots her . CHRIS Hey , Sue ! Just who I 've been looking for ! Sue looks up and tries to force her face into a smile . Chris slides into the booth across from her and thrusts her John F. Kennedy school yearbook across the table - an action which Sue involuntarily jerks away from out of nervousness . CHRIS . -LRB- continuing . -RRB- I wanted you to sign my yearbook . Hey , where 's you old man , did he stand you up ? SUE . -LRB- busying herself with the yearbook . -RRB- Still at practice CHRIS Well , I guess you 've heard I 'm out of the prom . I bet that cocksucker Morton loses his job , though . Daddy 's suing them . Hey , Billee ! Billee ! Come over and say hi to Sue . Sue slides the yearbook back across the table to Chris , who examines it : CHRIS . -LRB- continuing . -RRB- Hey , is that it ? Just Sue Snell ? Billy goons INTO FRAME next to Chris , glomming his arm around her neck . BILLY Hey , Suze . CHRIS I think we 're going anyway , right , Billee ? BILLY Sure thing , Charlie . Chris playfully jabs him in the ribs . SUE You mean crash ? CHRIS Sure , why not ? Hey , listen , I 've got a good one . `` Roses are red , violets are blue , sugar is sweet , but Carrie White eats shit . '' Billy , goon that he is , cracks up . Sue finds it not at all funny , but does n't know exactly what to do about what she 's feeling . SUE Chris , I 've got to go . A new tune comes on the juke - Shirley and Company whooping it up on `` SHAME , SHAME , SHAME . '' CHRIS . -LRB- oblivious , her laughter turning to fury . -RRB- That goddamn Carrie ! If only the rest of you had walked out with me . Jesus , Sue , why did n't you ? SUE I took the detention because I thought we - I - earned it . It was a shitty thing to have done . End of statement . CHRIS Bullshit ! That goddamn snerd and her batshit mother - saying we 're all going to hell . SUE . -LRB- rising . -RRB- What 'd she ever do to you , Chris ? Or to any of us ? Why do you hate her so much ? CHRIS Hey , hey . tell me if I 'm wrong , but who was that n there pitching with the rest of us ? SUE Me . -LRB- it comes out a pinched nerve . -RRB- Me . But I stopped . CHRIS . -LRB- dawning on her ; getting it finally . -RRB- Oh . Oh , are n't you just it ? Oh , my , yes . -LRB- imitating ; prissy . -RRB- You stopped . Hey , Billee , she stopped . Sue is scared now - she hears it coming . There 's no question about it , though ; the rumbles have already begun , and there 's no stopping what 's coming . CHRIS . -LRB- continuing . -RRB- God , I 'm dumb sometimes . Billee , hey , Billee , do you want to know why Suze here did n't walk out ? Billy 's over by the pinball machines with some of his goon squad . He boastfully struts around - much to their obvious delight - making the sound of a chicken in reply . SUE - CLOSE Seeing this ; feeling it all about to lurch out of control and turn against her . The bottom 's falling out . SUE I 'll see you around , Chris . TWO SHOT - SUE AND CHRIS FEATURING Chris prominently - a bloodhound now sure of the scent . CHRIS No . Wait . You stopped , remember ? So just stop again . -LRB- uglier . -RRB- Why did n't you walk out ? Why did n't you walk out , Sue ? SUE Okay , Chris . That 's enough . CHRIS You did n't walk out , Sue . little Suze . little Suzy Creamcheese . because you did n't want to miss a moment of your precious prom . Bulls - eye . Sue fights back the tears and fury , trembling now . But she tries to muster up some dignity . SUE And you do n't ? CHRIS . -LRB- not about to be put off . -RRB- You 're goddamn right , I do n't . But we 're on your case now . -LRB- beat . -RRB- I 'll bet you 've got your dress all picked out , too . What color is it ? Yellowguts ? She 's about to break , holding it in as best she can . Chris just as quickly as she spots the weakness , shuts it off , bottling up all the rage into he cruelest stainless - steel smile she can muster . CHRIS . -LRB- continuing . -RRB- Okay . -LRB- dismissively . -RRB- See you around , Sue . And that 's it - shut up , shut down , shut out . Sue turns and starts to walk out of the Cavalier . In the background behind her , it 's all out of focus , an incoherent babble of snickering and clucking laughter . She 's crossed the line .

Sue sits in the bleachers overlooking the field . She is preoccupied , still shaken by the afternoon 's confrontation with Chris . The track team is moving past the bleachers . -LRB- a coach in the field clocking them and shouting orders -RRB- . Tommy , in his track uniform , peels away from the group and comes running up to Sue . TOMMY Hi ! SUE I want to talk to you . TOMMY Sure , what 's up ? To avoid the noise of the cheerleaders practicing down in front of them , and the other girls sitting in the bleachers half watching their boyfriends and half eyeing Tommy and Sue , Sue beckons Tommy to follow her away from the group behind the bleachers , and as they walk off together we hear the following : SUE If I asked you to do something for me - something special - would you ? TOMMY . -LRB- nodding . -RRB- Uh - huh . SUE No matter how crazy it sounded ? TOMMY Sure . What ? The sound is muffled , and we do n't hear what she says . But we do hear : TOMMY . -LRB- continuing ; exploding . -RRB- Are you out of your mind ?

A big hangout - cruising night on the boulevard . Neon , convertibles , `` Rebel Without a Cause '' meets `` American Graffiti '' seventies - style . In other words , the works - with MUSIC .

As a '61 Chevy leaves a sizeable patch of rubber on the street as it GRINDS to a hard stop , just barely halting before it almost went through a red light and collided with the traffic already in the intersection .

which belongs to the aforementioned BILLY NOLAN - a character whose life and brains stopped around the time he saw `` Rebel '' on television . He 's Chris 's boyfriend , and a huge cross swings around his neck . Right now , he 's utterly amused by his harrowing driving , and turns to Chris who ignores him , still brooding over her afternoon losses . Billy takes a huge toke from a joint and hands it to her ; she ignores that too , and proceeds to busy herself applying makeup in the visor window . So Billy looks out his window and strikes up some banter with a fellow cruiser idling beside them at the light . The light changes , and Billy peels out - an action with throws Chris backwards onto the seat . CHRIS Goddamnit , Billy ! He just laughs as he weaves through traffic . CHRIS . -LRB- continuing . -RRB- Slow down ! -LRB- as he pays no heed . -RRB- Slow down , you stupid shit ! BILLY Scared , Chuckie ? CHRIS No . You 'll kill us , you stupid shit ! Billy lazily slaps her , speeds up . BILLY Do n't call me that . CHRIS Stupid shit . He slaps her again . CHRIS . -LRB- continuing ; under her breath . -RRB- Stupid shit . BILLY . -LRB- disgustedly . -RRB- Oh wow ! He slams on the brakes , and pulls into :

LOOKING DOWN on a parking lot where cars are parked ; a huge pullman 's car which has been converted into a restaurant . This after - school hangout is called the Cavalier .

As Billy reaches over , very confidently , to draw Chris to him . She lets herself be kissed , then pulls away abruptly . He grabs at her , and she pulls away . BILLY What 's wrong ? CHRIS Ca n't you wait a minute ? BILLY What for ? CHRIS You 're so ignorant . BILLY That 's what you like . CHRIS Bullshit . BILLY No ? I 'll show you what you like , Chuckie . Grab . CHRIS No . BILLY Jesus . Grab . CHRIS No ! She pushes him away . He grabs her . She pushes ; he grabs . A struggle . Grabs at her tit . There goes the blouse ; the buttons are ripped off . BILLY . How you . gon na . explain that . CHRIS Dumb shit ! He slaps her . BILLY What 'd I tell you ? Silence . Then , after some time , he leans over and kisses her . She lets him . He kisses her again , and she responds . He goes at it . And she squirms away . BILLY . -LRB- continuing . -RRB- Hell is this ? CHRIS I want you to do something . BILLY | What ? -LRB- eagerly . -RRB- Yeah , what ? CHRIS I want you to do something for me . Something important . BILLY . -LRB- warily . -RRB- Something important ? CHRIS It will be very important to me . It will make me feel very good if you do it . She moves closer to him . Her hand dips down out of FRAME . She blows in his ear . Billy is beginning to writhe ; he moves in on her , but she holds him off , playing him like a puppet . CHRIS . -LRB- continuing . -RRB- Billy , I hate Carrie White . TELEVISION SCREEN On which we see the opening , helicopter - credit - sequence from `` Duel at Diablo . '' The television is in :

Where the movie 's SOUND continues uninterrupted for a bit over an incredible silence between Tommy and Sue . They are sitting on a couch . The silence is finally broken by a reluctant : TOMMY Okay . I 'll do it . And we :

Margaret slowly opens the door to Carrie 's room and enters . Light filters in from the street . Carrie is lying in bed , motionless , asleep . Margaret crosses the room quietly . She leans over the bed . On the table next to it is the glow - in - the - dark statue - not in its usual place on the dresser . Carrie 's face , in the soft light , seems very innocent . MARGARET . -LRB- low . -RRB- Carrie , did you pray ? No answer . Margaret bends over Carrie . And with surprising tenderness , she kisses Carrie 's forehead . The she straightens up quickly , as though she has violated herself , and leaves the room . Carrie opens her eyes . She pulls a book out from under the covers ; then she stares at the Madonna - child figurine , it begins to glow brighter and brighter , illuminating the room . It 's bright enough to read by now , and we leave Carrie expanding her education and :

As Carrie examines a shelf of books with titles like `` Cosmic Consciousness '' and R.D. Ogilve 's `` Hidden Powers of the Mind . '' She decides on the latter just as a voice startles her : TOMMY 'S VOICE Carrie ? CARRIE Ohuh ? She stares at him and quickly covers the binding of the book with her hand , covering the title . He looks as startled as she does . TOMMY How 're you doing ? CARRIE . -LRB- after a beat ; almost inaudibly . -RRB- Okay . It 's harder than he thought it would be ; just trying to make small talk is agonizing . But try it , he does : TOMMY I thought you had gym this period . All she can do is shake her head . And a young man not easily deterred , he tries again . TOMMY . -LRB- continuing . -RRB- What 're you reading ? CARRIE . -LRB- trying to cover , and not very well . -RRB- It 's about . um . sewing . Right . Check and stalemate . Which brings him to : TOMMY Umm . if you do n't have a date for the Prom , would you want to go with me ? CARRIE What ? TOMMY The Prom . Without saying a word , Carrie walks down the aisle of book shelves . He follows her into the main room where students are reading , working . TOMMY . -LRB- continuing . -RRB- . It 's next Friday , and I know this is later notice , but they stop selling tickets soon , and - The bell RINGS . CARRIE I do n't like to be tricked . A couple of students stare at Tommy talking to Carrie as they start leaving the library . TOMMY Carrie . But it 's too late - she 's gone , already out the door .

As Tommy weaves through the crowd after her . Gangly GEORGE DAWSON spots him : GEORGE Hey , Ross ! But Tommy ignores him in his singular pursuit . TOMMY Hey , Carrie ! Wait ! A couple of other students watch this - is this their Tommy Ross actually trying to speak with Carrie ? But he 's oblivious of any looks now , any snickering - all he wants is to catch up with Carrie . Which he does ; he manages to touch her arm , and it 's a weird moment , this contact . She turns around , her head painfully ducked down . TOMMY . -LRB- continuing . -RRB- Hey , it 's no big deal . And she looks up and stares at him with that peculiar intensity that cuts through all the clamor around them . Quiet , quietly : CARRIE Do you people think you can just go on tricking me forever ? A beat . Tommy stands there helpless , sensing just how much of a big deal it is . Seeing that she 's on the verge of tears , he 's feeling even worse , and all he can say is : TOMMY Sorry . But it 's too little , and too late . She 's crying . And what 's more , she 's gone - swallowed up into the clamor of students rushing to beat the bell . Which RINGS as we :

As Collins tidies up after one of the classes - throwing towels into huge cans , etc. . Only to hear a mewing , whimpering sound and come upon Carrie who 's huddled in one of the dark corners of the room , crying . It 's almost as if she created her own closet of space . COLLINS Carrie ? -LRB- on no response . -RRB- Carrie , what 's the matter ? -LRB- on still no response . -RRB- Was it one of the girls ? Did one of the girls do something to you ? Do you want a Kleenex ? CARRIE No . COLLINS It 's all right . Just tell me , there 's nothing to be afraid of . CARRIE Miss Collins . COLLINS That 's it . CARRIE When can I come back to gym ? COLLINS Not until Monday . Now what is it ? Are you going to tell me ? Come on , Carrie , tell me . CARRIE I got asked to the prom . COLLINS That 's great ! CARRIE Tommy Ross asked me . COLLINS Tommy Ross - that 's wonderful . He 's cute . CARRIE I know who he goes around with . They 're trying to trick me again . I know . COLLINS Maybe he really meant it . I mean , maybe he really did mean it . Maybe you should think about it . It might be really fun . You might have a really good time ! CARRIE It would be a nightmare . COLLINS C'mon , Carrie . You should have a better image of yourself . You just think you 're unattractive , but look at your hair . It 's really beautiful . If you just fixed it up a little . here , I 'll show you . OMIT

where Collins and Morton are grabbing a quick cup of coffee . COLLINS Carrie 's been asked to the prom . MORTON Who ? COLLINS Carrie White . MORTON By whom ? The Beak ? COLLINS By Tommy Ross . Morton goes into a coughing fit , accidentally knocking over his coffee in the process . Collins watches , slightly amused by his reaction . When he recovers : MORTON What about his girlfriend ? Does n't he date the little Snell girl ? COLLINS I think she put him up to it .

Where Collins is grilling a very nervous Sue - just Sue so far . COLLINS Who 's brainstorm was this ? -LRB- no response . -RRB- What are you trying to do ? SUE You 've got it wrong . COLLINS I hope so . I would n't have expected this from you , Sue . Not any of it . Well ? SUE What do you want to know ? COLLINS Why Tommy asked her to the prom . -LRB- after a beat . -RRB- Well ? SUE . -LRB- reluctant ; able to go this far . -RRB- I asked him to . COLLINS Why ? SUE . -LRB- swallowing . -RRB- I asked him to . COLLINS But , in God 's name , what for ? What could you possibly have in mind ? DIFFERENT ANGLE - FEATURING TOMMY Who 's also in the office for this interrogation - ill at ease , trying to appear cool . SUE You mean what good would it do ? Maybe it 'll . bring her out of . make her a . COLLINS A part of things ? Oh , come on , Sue . None of us are that stupid . And neither is Carrie . SUE Maybe not . COLLINS And you 're not going to go ? You 're going to stay home and miss your senior prom ? Just as this point , NORMA WATSON - a prissy little pleaser with a mouth whose verbal discretion could make the telephone obsolete - enters the room with a sheaf of attendance sheets for the next week . All conversation ceases . COLLINS . -LRB- continuing . -RRB- Yes , Norma ? What is it ? NORMA Just the attendance sheets , Miss Collins . COLLINS Just leave them on the desk . -LRB- to Sue . -RRB- You understand , you ca n't come without a date ? Sue understands perfectly well , but with Norma there , she 's not about to say a word . And Collins finally picks up on this : COLLINS . -LRB- continuing . -RRB- Is there something else , Norma ? NORMA . -LRB- butter could melt . -RRB- No , Miss Collins . And she exits as slowly as she can - trying to hear the last possible word . Then : COLLINS . -LRB- to Tommy . -RRB- Which brings us to you . TOMMY Miss Collins , I have to get to practice . COLLINS That 's too bad . TOMMY Look , this is between Sue and me . If you do n't mind . COLLINS Oh , but I do . Or would you rather we continue this discussion in Mr. Morton 's office ? TOMMY . -LRB- bluffed ; then off - handedly - like we first saw him in Fromm 's class . -RRB- What 's the big deal ? COLLINS Because it 's a very big deal for Carrie White . And you know it .Silence . COLLINS . -LRB- continuing . -RRB- Tommy , when you come to the prom with Carrie White , do n't you think you 'll look a little ridiculous ? TOMMY Well . SUE We do n't care how we look . Sue looks over at Tommy . SUE . -LRB- continuing . -RRB- Do we ? Tommy says nothing ; he 's caught between a rock and a hard place .

Anyway, she's already said no. SUE You can make her change her mind. TOMMY Do n't overrate me. COLLINS Just do n't try. TOMMY Okay. SUE It's not okay.

You ca n't order anyone not to take someone to the prom. COLLINS I can make sure you do n't hurt Carrie. SUE We're not trying to hurt her. We're trying to help her. COLLINS How?

As Tommy 's Volkswagen parks across the street , Tommy gets out and approaches the White house . Carrie is inside , watching him come up the stairs . She remains on the hall side of the screen door . TOMMY So this is where you live . CARRIE What . what 're you doing here ? TOMMY . -LRB- laughs . -RRB- Are n't you going to ask me in ? She shakes her head ; he laughs again , a little nervously . Throughout this scene in which he remains on the porch side of the screen door , he catches glimpses of the weird house within . TOMMY . -LRB- continuing . -RRB- Why not ? CARRIE Momma 's resting . What do you want ? TOMMY Right to the point , huh ? Okay , about the prom . CARRIE I already told you . TOMMY . -LRB- a little charm . -RRB- Nothing to stop you changing your mind . Girls do it all the time . CARRIE Why are you doing this ? TOMMY Hey , I 'm asking you because I want to . CARRIE No . TOMMY Look , I do n't do anything I do n't want to . CARRIE I ca n't . TOMMY Sure you can . In the background - in the kitchen , perhaps - Margaret calls out Carrie 's name . Carrie glances nervously behind her ; then back at Tommy . CARRIE You better go . MARGARET 'S VOICE Carrie ! Who are you talking to ? TOMMY Do n't you think you better answer ? CARRIE No one , Momma . TOMMY You 're going with me . CARRIE I ca n't . TOMMY You 're going . CARRIE They 'll laugh . TOMMY No one will laugh . We 'll see to it . CARRIE Please . Please go . TOMMY Not ` til you say yes . Carrie swipes at her eyes with the back of her hand ; helpless , honest , confused . She 'd really like to go at this point , but that extra sense in her is resisting . CARRIE Why ? Why is it so important to you ? TOMMY I do n't know . Maybe it 's because you liked my poem . MARGARET . -LRB- o.s . -RRB- Carietta ! And in just these split seconds , she decides ; had he not `` liked '' her poem , had Margaret not called , perhaps she could have held back . CARRIE Yes . -LRB- beat . -RRB- Okay . TOMMY I 'll pick you up at eight . CARRIE . -LRB- whispering . -RRB- Fine . -LRB- then . -RRB- Thank you . Tommy smiles at her and , turning to leave , touches her hand against the screen door . A goodbye , nothing more . He goes down the walk toward his car . CARRIE Watching him . She takes the hand he `` touched '' and brushes the hair back from her face . A little beautiful ? You bet . MARGARET 'S VOICE Carrie ? Did you hear me ? CARRIE Coming , Momma . Coming . And as she turns away from the door , we :

We PULL BACK to see the gym . The entire back wall has been devoted to a giant mural of stars and planets - it seems the prom is to have a celestial theme , and the gymnasium is in the process of being hung with a great deal of crepe paper , moons , etc. . SUE I asked Tommy to take Carrie . I thought I owed her that much . HELEN Where does that put the rest of us ? SUE You have to make up your own mind . HELEN And Tommy went along with it ? SUE Uh - huh . -LRB- pauses . -RRB- I guess the other kids think I 'm stuck - up . HELEN Well . they 're all talking about it . But most of them still think you 're okay . HELEN 'S POV - THE GYM - CHRIS AND NORMA WATSON as thick as thieves , off in the corner , whispering . TWO SHOT - SUE AND HELEN HELEN There is . -LRB- giggles . -RRB- . a small dissenting faction . SUE I guess she 's having a field day with this . HELEN Susie , she hates your guts . Sue nods - she knew it , now she hears it .

FULL FRONTAL VIEW of thee bungalow IN the FRAME . The lights are on downstairs ; there 's a slight drizzle and haze . HOLD , then :

As Carrie and Margaret finish dinner . Silence - punctuated only by the slight DRIZZLE outside and occasional flashes of THUNDER and lightning . Then : MARGARET You have n't touched your pie , Carrie . CARRIE It makes me have pimples , Momma . MARGARET Your pimples are the Lord 's way of chastising you . CARRIE Momma ? MARGARET Yes ? CARRIE Momma , please see that I have to start to get . to try and get along with people . MARGARET Whatever are you going on about ? Have you been showering with the other girls again ? CARRIE I . I 've been invited to the prom . MARGARET . -LRB- a foreign language . -RRB- Prom ? CARRIE It 's next Friday , and - MARGARET It 's that teacher , the one that called . She 'll be sorry . CARRIE Momma , please see that I 'm not like you . I 'm funny , I mean , the kids think I 'm funny . I do n't want to be . I want to try and be a whole person before it 's too late to - Margaret throws her cup of tea in Carrie 's face . It 's cold , wet , sticky . But Carrie holds herself in , she 's going to be in charge this time . She takes a deep swallow and continues : CARRIE . -LRB- continuing . -RRB- His name is Tommy Ross , and he 's a very nice boy . He 's - MARGARET No ! CARRIE - promised to stop in and meet you before , and - MARGARET . -LRB- overlapping . -RRB- - I said no ! CARRIE - have me in by midnight . I 've - MARGARET . -LRB- shaking her head now ; uncontrollable . -RRB- No , no , no - CARRIE - accepted . Pause . Margaret 's shaking with fury , trembling . Carrie wipes the stringy wet hair from her forehead . CARRIE . -LRB- continuing . -RRB- I 've accepted , Momma . I have accepted . MARGARET The closet . CARRIE No . MARGARET After all you 've been taught - CARRIE Everyone is n't bad , Momma , everything is n't sinful . MARGARET Go to your closet and pray . Ask to be forgiven ! CARRIE You 'll like this boy , he . And Margaret at this word shifts gears and winds up - in the grip of a weird babble . MARGARET Boys . Yes , boys come next . After the blood , the boys come . Like sniffing dogs . CARRIE Momma - MARGARET . grinning and slobbering , trying to find out where the smell comes from , where the smell is . That . smell ! CARRIE Please stop . MARGARET Yes , in cars . Yes . I know where they take you in their cars . Roadhouses . Music . Whiskey . I 've seen it , all right . Oh , yes . CARRIE Momma , you better stop . MARGARET You 're not going . CARRIE I 've already said I would , Momma . MARGARET Then say no . Say no . Or we 'll move . CARRIE No . MARGARET We 'll move from here and you 'll never see that boy again . A gust of wind causes the window to blow open . Margaret gets up and starts toward the window . Carrie is silent , watching herself being shut out . MARGARET . -LRB- continuing . -RRB- The rain 's coming in . CARRIE Momma , sit down . MARGARET I 'm going to close the windows . CARRIE I 'll get them . Please sit and talk to me . MARGARET No . Margaret continues toward the kitchen window to close it . Carrie knits her brow , and flex , the window closes . Margaret whips around , facing Carrie . CARRIE I 'm going , Momma . And things are going to change around here . Flex . The SOUND of a window shutting in another room . MARGARET Witch ! Flex . Another window . MARGARET . -LRB- continuing . -RRB- It 's Satan 's power . First he entered your father , carried him off . CARRIE He ran away , Momma . Everyone knows that . Flex . A couple of windows . MARGARET The devil tempted him . CARRIE He ran away with a woman , Momma . MARGARET All men are the same . That boy , he 's like all the rest , he does n't - Flex . The rest of the windows in the house THUNDER shut . CARRIE I do n't care . He asked me to go . And I 'm going . I 'm going , Momma . You ca n't stop me . HOLD - & 156 OMITTED

Leading to Henty 's farm . A slight drizzle ; or , the ground is still wet . A little more than a crescent moon silhouettes a group of five : Billy and Chris in front , and Billy 's twitchy zoo - a completely wrecked KENNY GARSON , a very nervous FREDDY DE LOIS , and an occasionally giggling , goggled HENRY TRENNANT - trailing behind . De Lois is swinging a nine - pound sledge - hammer in the air ; the other two goons are struggling with an ice - chest and steel pails . Henty 's farmhouse and barn are in the distance . DE LOIS Hell of a risk for a joke . Trennant giggles inanely . Billy stops and glares at De Lois . BILLY You want out ? DE LOIS . -LRB- hastily . -RRB- No , uh - uh . -LRB- then . -RRB- It 's a good joke , Billy . Trennant giggles again . Garson is stoned silly - zonked , deadpan . He greedily sucks the last remnants of a joint into oblivion before our eyes . De Lois angrily snatches the roach out of Garson 's fingers . DE LOIS . -LRB- continuing . -RRB- Hey , piggie . Trennant just giggles inanely . Another long beat , then : DE LOIS . -LRB- continuing . -RRB- You sure Old Man Henty wo n't be around ? CHRIS I told you . He 's at a funeral . Trennant explodes into a fit of high - pitched laughter . BILLY Shut up , Henry . DE LOIS Whose funeral did he go to ? BILLY His mother 's . DE LOIS His mother 's ? Jesus Christ , she musta been older than God ! Trennant lurches into another cackle . And in spite of themselves , Billy and Chris start laughing , too . Even De Lois starts laughing . The group passes a `` No Trespassing '' sign , prompting : DE LOIS . -LRB- continuing . -RRB- The bastard is going to shit where he stands when he comes back and gets a look . Garson drops one of the pails on the ground . BILLY Asshole . The sound of Trennant 's high - pitched giggle . CHRIS 'S POV - THE HOG PEN And OVERLAPS INTO the harmonic chanting of De Lois , Trennant and Garson : THE BOYS Soo - ee , soo - ee Pig - pig - pig . Soo - ee , soo - ee Pig - pig - pig . And an old sleeping boar and two sows are GRADUALLY REVEALED . FULL SHOT - PANNING The face of five - COMING TO REST on De Lois . DE LOIS Doan worry , piggies , doan worry . I 'm gon na bash your fuckin ' heads in , and you woan have to worry ` bout the bomb no more . BILLY Shut up and do it already . DE LOIS I will , I will . I 'm not gon na give ` em time to burp . BILLY The throat . But it 's too late . De Lois has lost all conviction . DE LOIS I . ca n't . -LRB- then . -RRB- You . He hands the sledge hammer to Billy . Chris , chilled to the bone , rubs herself to keep warm . CHRIS Do it , Billy . Billy touches the ball of his thumb to the edge of the sledge hammer . CHRIS . -LRB- continuing . -RRB- Do it quick . And Billy smiles . Yes , he actually smiles . As he raises the sledge hammer , we GO TO : BLACK

The sun is shining - perhaps the next day , a day later . The house is a picture postcard - under it , we hear the sweet , muffled sound of `` Amazing Grace . '' It 's just loud enough for us to hear it - joyous , triumphant . 160A . INT . WHITE LIVING ROOM - AFTERNOON Margaret sits beneath the plaster crucifix . The sampler , however , sits in her lap - unfinished , unminded . She 's virtually catatonic . `` Amazing Grace '' - a sweet , contemporary rendition - is on the Webcor . A pleasure after Kathryn Kuhlman . Carrie sits at the sewing machine , finishing work on the pattern for her prom dress . She removes the material from the sewing machine , which we now see is a lush crushed velvet . MARGARET Red . I might have known it would be red . The cuckoo clock is TICKING , TICKING . Carrie stares at Margaret , then turns the sewing machine off . She looks back at Margaret , then turns her attention to the machine , her eyes sparkling . Courtesy of Carrie , the treadle on the machine depresses itself . The needle starts to bob up and down , up and down , up and down . WHIRRING , jerking . The side wheel spins . And then stops . CARRIE . -LRB- softly . -RRB- Only clearing the thread , Momma . She smiles . Then rises and goes to start up the stairs to her room . Margaret looks after her . Hate . And fear . MARGARET . -LRB- abruptly . -RRB- It 's Satan . Carrie pauses . CARRIE . -LRB- wearily ; pitying . -RRB- Oh , momma . MARGARET He has given you a power . CARRIE Momma , it does n't have anything to do with Satan . It 's me . If I concentrate hard enough , I can make things move . MARGARET Satan is clever . CARRIE Momma , there are other people . people with the power . It 's a part of me . MARGARET Satan . CARRIE If it were , I 'd know it . MARGARET You poor child . He does n't let you know he 's working through you . CARRIE Momma , I 'd know . MARGARET You are to renounce this power . You must give it up . You must never use it . CARRIE I 'm going to do my homework , Momma . Another step up the stairs , stopping as Margaret hurls after her . MARGARET There 's going to be a judgement ! There 's nothing more to say . Carrie walks up to the stairs , and we :

Very dark , shadowy , deserted . The night before the prom . Silence , then a SCRAPING sound of a : WINDOW Being jimmied open . Behind the thick glass , we see a face - just whose is n't clear yet . The slip - lock comes free , the sill is being pushed up , and Billy 's head appears . Chris is right behind him . LONG SHOT - THE GYM As a flashlight is shined upwards - at the criss - crossing girders sheathed in crepe paper ; at banks of lights which will later be used to shine down and highlight two areas in particular - the huge wall mural and the chalked - in spot where the King and Queen of the Prom will be crowned . TWO SHOT - BILLY AND CHRIS DOLLYING right behind them as they proceed toward the stage area - past the numerous tables set up for the prom - goers , past the twin bandstands . Billy is carrying the ice chest , Chris the flashlight . ANOTHER ANGLE As they arrive behind the stage . Billy puts the chest down and takes out a pair of Playtex rubber gloves , snaps them on . Then he takes out two small pulleys and a coil of twine . CHRIS ' POV - BILLY Looking somewhat like a bizarre mountaineer , climbing a ladder which takes him up to a narrow platform overlooking the stage area . CLOSEUP - CHRIS Shining the flashlight to guide Billy , her face flushed with excitement . BILLY As he disappears behind a short draw curtain which obscures the girders over the stage . CHRIS unable to see him , suddenly feeling very alone . CHRIS What 's it like up there ? -LRB- no response . -RRB- Billee ? -LRB- no answer ; genuinely scared . -RRB- Billy ! And just at that moment , a piece of crepe paper floats into the FRAME and lands in Chris 's hair . She jumps , utterly unnerved . She looks up to see Billy staring down at her from the platform , grinning . BILLY Boo . CHRIS You stupid shit . BILLY . -LRB- still in good humor . -RRB- Nice talk . CHRIS Hurry up . Do you hear me , just hurry up . BILLY . -LRB- blackface . -RRB- Yes ` um . Yes ` um . Weeze doing the best we can . CHRIS I want to go home . BILLY Just keep your tits on and I 'll let you pull it when the time comes . CHRIS I plan to . A SERIES OF SCENES - LEADING TO THE PROM CUTTING between the final arrangements for the prom itself and Carrie 's preparations as the night approaches . The emphasis is on these two paralleling elements , although this montage - scored throughout with happier and happier MUSIC - will also feature some of our lesser characters . Among other things , we will see : A -RRB- THE GYM - as last - minute arrangements are made - more crepe paper hung , party favors put on tables , etc . B -RRB- CARRIE - in a town store as she shops for makeup . C -RRB- NORMA WATSON - under a hair dryer , her mouth going a mile a minute as a manicurist does her nails and looks utterly exhausted . D -RRB- TOMMY - picking out Carrie 's corsage at the florist . E -RRB- CARRIE - at the sewing machine , finishing her dress -LRB- which we still do n't see -RRB- , a happy look on her face . F -RRB- THE GYM - as a bank of lights suddenly illuminate the mural on the stage wall . G -RRB- SUE - having dinner with her parents . H -RRB- THE TWINS - in front of their dressing tables ; both of them putting on enormous fake eyelashes simultaneously . I -RRB- ERNEST - the class president - making sure the microphone on the stage works . J -RRB- THE BAND - among them , The Beak , setting up . K -RRB- SANDRA STENCHFELD , practicing her fabulous twirling baton act . L -RRB- A DOOR - which opens to reveal the twins in their high heels , both of them several inches taller than their depressed - looking dates . M -RRB- GEORGE AND FRIEDA - he in his tuxedo , she in her prom dress ; a flash as Freida 's parents take a Polaroid of this night to remember . N -RRB- THE GYM - with the adult chaperones - teachers , administrators - standing around , looking for something to do . It is now the night of the Prom - just minutes before it officially begins , we end this montage and :

Carrie sits in front of that same mirror , but this time , there 's a different attitude . And a different girl , which pleases her . She looks different , very different , from before . She 's dressed in her lush red crushed velvet prom dress , but the SHOT is ANGLED in such a way that we do n't see it . In any case , it is not prim . She is wearing some makeup . She looks . well , there has been a transformation . In the background , the door is opened by Margaret . CARRIE Come in , Momma . Margaret advances into the room . Carrie opens a florist box and takes out a lovely corsage of tiny tea roses . CARRIE Do you want to pin it on , Momma ? MARGARET I can see your dirtypillows . Everyone will . CARRIE Breasts , Momma , breasts . Every woman has them . Carrie 's voice is calm ; nothing , not even Margaret , will spoil tonight , and ever so slightly , this scene - and all that follow for a considerable period of time - has an edge of unreality to it . It 's all been diffused a bit - a fairy tale through Carrie 's eyes . What would look bad or tacky looks acceptable ; what looked good before now looks spectacular . MARGARET Take off that dress . CARRIE No . MARGARET We 'll burn it together , we 'll pray for forgiveness . CARRIE No , Momma . The Black Forest CUCKOO CLOCK sings out downstairs . It 's eight o'clock . MARGARET He 's not coming . CARRIE Stop it , Momma . I 'm nervous enough . Margaret reaches up and pinches her cheek hard , leaving a red mark . She looks toward Carrie . Carrie is pinning the tea roses on herself . Margaret hooks her right hand into a claw , rips at her cheek , leaving a thin line of blood . CARRIE Stop hurting yourself , Momma . That 's not going to stop me either . Margaret strikes herself in the mouth with her fist . CARRIE Go away , Momma . MARGARET You know I 'm right . He 'll laugh at you . They 'll all laugh at you . CARRIE No . It 'll be okay . Bur she 's rattled , and nervously starts moving around a series of objects in the room . Cosmetics on the bureau , the florist box , the glow - in - the - dark statue . But it 's sheer will at this point . It 's after eight , and there 's no sign of Tommy . MARGARET It 's not too late . You can stay here with me . CARRIE No . MARGARET I 'll answer the door and say you 're sick , I 'll say - CARRIE Momma , sit on the bed . Flex . Margaret is pushed back on the bed . Horrified , she rises again . MARGARET I 'll say that you changed your mind , I 'll say - Flex . Margaret is thrust back on the bed . MARGARET ` Thou shalt not suffer a witch to live . ' The words stop . But Margaret 's eyes are fixed on Carrie , as Carrie leans toward her . Carrie 's voice is soft and compassionate . CARRIE You 'll say nothing , Momma . You are going to have to learn that I 'm not like you , not anymore . The BUZZER downstairs sounds . Carrie goes to her window and sees : CARRIE 'S POV - TOMMY at the front door , the overhead light shining on his hair , making it glisten . He looks very handsome . CARRIE She goes back to the bed and picks up her wrap ; then , to Margaret : CARRIE I 'll be home early , Momma . The BUZZER downstairs sounds again . MARGARET There 's going to be a judgement ! CARRIE Momma , you will be quiet until I 'm gone . -LRB- beat ; then , at the door . -RRB- I love you , Momma . And she 's gone , down the STAIRS , LIVING ROOM , TO THE FRONT DOOR - TRACKING Carrie who opens the door . ANGLE ON TOMMY Well , we know he 's beautiful . And he 's looking at Carrie . He did n't know : CARRIE - TOMMY 'S POV He did n't know she could be beautiful . And she is . TOMMY AND CARRIE He reaches out his hand . TOMMY Hi . Carrie takes his hand .

Hand in hand , Carrie and Tommy walk down the path toward his car . They are observed by : MARGARET at the window of Carrie 's room .

Margaret leaves the window as we HEAR Tommy 's car drive off . She goes out of the room . TRACKING MARGARET Down the stairs , through the dining room , into the kitchen . Almost the same path that Carrie trod , but trod so differently . While Carrie 's pace had been light , nervously expectant , Margaret 's is slow and heavy .

Margaret crosses to one of the drawers . She reaches in and takes out a long carving knife ; it gleams in the light .

The school gymnasium is lit up brightly for the Prom ; cars are pulling in , among them , Tommy 's Ford .

as Tommy turns off the ignition . Carrie 's staring at the other couples getting out of their cars . Tommy watches her taking it all in . CARRIE It 's like a dream . TOMMY You can still change your mind , you know . She turns to him and realizes he 's teasing her . CARRIE Easier said than done . TOMMY . -LRB- grinning . -RRB- C'mon . CARRIE No . Please - not yet . TOMMY Scared ? CARRIE Yes . -LRB- beat . -RRB- Can we sit here another minute ? Tommy laughs and nods . A moment of silence . Carrie is miserable - she 's happy to be with Tommy , she 's trying to have a good time , but it 's hard . It 's like getting up to dance the first time . Perhaps it would be better to sit this one out . CARRIE Tommy . -LRB- and then out it comes . -RRB- Maybe . maybe this was a mistake . TOMMY Hey , it wo n't be so bad . She tries to smile at him . It 's not very persuasive . TOMMY Really , I mean it . They 're okay , you 'll see . -LRB- beat ; she 's trying to believe him . -RRB- Do n't be nervous . Besides . -LRB- a little self - mocking . -RRB- I 'd look awfully silly dancing by myself . And that 's just enough - he 's taken her mind off her own fear just enough to make her laugh .

where the prom is already under way , the band PLAYING an energetic version of `` Harlem Nocturne . '' From Carrie 's POV it 's all magic - explosions of pastel color , everyone looking like they stepped out of an advertisement for happiness . Carrie just stands at the double - doors which are the main entrance to the gym , taking it all in as Tommy hands their tickets to ushers at the door . As Carrie stares at the giant mural on the stage wall - full of celestial moon , stars and rockets - a VOICE bellows out behind her . VOICE Hey , Ross . Gawd , you look queer . GEORGE DAWSON The source of the salutation and Tommy 's best friend . He bounds INTO FRAME , wearing a T - shirt with a painted black tie under his dinner jacket . His girlfriend , Frieda Jason , tags behind . TOMMY When did you come out of the treetops , Bomba ? GEORGE Ross , if I 'd known you were going to look this good , I 'd have asked you instead of Frieda . The two boys immediately go into a mock fight . Frieda comes up to Carrie . FRIEDA Do n't let it bother you . If they destroy each other , I 'll dance with you . Carrie smiles back at her nervously ; there 's an awkward silence . FRIEDA Hey , where 'd you buy your dress ? I love it . CARRIE . -LRB- shyly . -RRB- I made it . FRIEDA . -LRB- unaffected surprise . -RRB- Made it ? No shit . Carrie hesitates ; realizes Frieda is quite sincere . CARRIE No shit . Frieda laughs ; so does Carrie , and the tension eases up . Behind them , Tommy keeps one eye on Carrie . He shrugs - it 's working , goddammit - and he stuffs his hands into his dinner jacket . ANOTHER ANGLE - THE GYM Carrie and Frieda , Tommy and George right behind them , head for their tables . FRIEDA The mural 's nice . CARRIE Yes . -LRB- confiding . -RRB- I 'm really nervous . FRIEDA S'okay . We 're sitting together . And she takes Carrie 's arm . Norma Watson rushes over to them - all breathy taffeta and green chiffon . NORMA Carrie ! -LRB- looking her up and down . -RRB- That 's a lovely dress , Carrie . Wherever did you get it ? CARRIE I made it . NORMA Well , of course you did . I ca n't get over it , you look so different . You 're positively glowing . What 's your secret ? CARRIE I 'm Don MacLean 's secret lover . NORMA . -LRB- a half - beat late , getting it , tittering . -RRB- Don MacLean 's secret . How funny you are . -LRB- cutting her . -RRB- Why , hello Tommy . Are n't you excited ? TOMMY Cold sweat is running down my thighs in rivers . NORMA . -LRB- smile slipping a full notch now . -RRB- Well , I have to hurry back . Stan 'll think I got lost . GEORGE . -LRB- King Kong ; right on top of her . -RRB- Bom - ba ! NORMA . -LRB- tittering , moving away smack into Frieda . -RRB- And , Frieda , do n't you look nice . FRIEDA . -LRB- toothpaste smile . -RRB- Get douched , Norma . MONTAGE As the prom gets underway : A -RRB- JOSIE AND THE MOONGLOWS - THE BAND - make like Lawrence Welk and launch into an oldie - but - goodie . On drums - The Beak himself . B -RRB- THE TWINS - CORA AND RHONDA - dressed identically , dancing with C -RRB- ERNEST PETERSON , the black class president , is wonderfully officious as he gets the evening 's first entertainment organized . It . -LRB- or she -RRB- is - D -RRB- SANDRA STENCHFIELD and her fabulous twirling baton act , a phenomenon to the lilting STRAINS of `` Raindrops Keep Falling On My Head . '' E -RRB- NORMA is off in a corner , bending another girl 's ear ; STAN is standing idly by , pretending to be invisible . F -RRB- MORTON , FROMM and the other chaperones including MISS FISH look for something to do , for someone who 's stepping out of line . And find it . In the person of FREDDY DE LOIS , who 's guzzling the punch . G -RRB- TOMMY and CARRIE sit at their table next to GEORGE and FRIEDA . Tommy lights a candle . ANGLE - TOMMY AND CARRIE 'S TABLE As Josie and the Moonglows launch into a new NUMBER . George suddenly comes to life . GEORGE Viiibes ! He grabs Frieda , and they make their way out onto the dance floor , Frieda shrugging helplessly at Carrie . CARRIE They 're nice . George is funny . TOMMY He 's a good guy . -LRB- beat . -RRB- See , did n't I tell you ? -LRB- beat . -RRB- Sure you do n't want to dance ? CARRIE Could we just sit here for a minute ? Tommy nods - it 's okay with him . VOICE Carrie ? Carrie turns around and finds herself facing Collins - dressed up , looking more like one of the students than a teacher . CARRIE You look very pretty , Miss Collins . COLLINS Thank you . -LRB- beat . -RRB- You too . Beautiful . CARRIE It 's awfully nice of you to say so . I know I 'm not . not really . but thank you anyway . Tommy - feeling like a fifth wheel - clears his throat and stands up . TOMMY ` scuse me . -LRB- to Carrie . -RRB- Be right back , okay ? He goes off into the crowd . COLLINS . -LRB- gesturing to his seat . -RRB- May I ? Carrie nods , and she sits down , pulling the chair next to her . They 're virtually alone at this moment ; everyone else is dancing or occupied . COLLINS Carrie , anything that happened before . well , it 's all forgotten . I want you to know that . CARRIE I ca n't forget it . -LRB- beat . -RRB- But it 's over with . It 's over . Collins smiles ; she looks at the dance floor and Carrie 's eyes follow hers . At this particular moment , the band is PLAYING a quiet number - slow , romantic . COLLINS I remember my own prom . I was two inches taller than the boy I went with when I was in my heels . He gave me a corsage that clashed with my gown . But it was magic . I do n't know why . But I 've never had a date like it , ever since . Is it like that for you ? CARRIE It 's very . nice . COLLINS . -LRB- smiling . -RRB- Just nice ? CARRIE No . There 's more . I do n't know . -LRB- hesitating ; then . -RRB- . it 's like being on Mars . COLLINS You 'll never forget it . CARRIE I think you 're right . And then , on sheer impulse , Carrie reaches out and hugs her , hugs her tightly . CARRIE Thank you . COLLINS Have a lovely time , Carrie . TOMMY . -LRB- o.s . -RRB- Hey , what 's going on here ? There is Tommy , looking `` stern . '' TOMMY . -LRB- to Collins . -RRB- What are you doing with my date ? COLLINS Girl secrets . A smile at Carrie , and she goes off . TOMMY Do n't let me catch you hugging any guys . CARRIE You wo n't . TOMMY Better not . Hey , listen , do you really have to be back so early ? CARRIE I promised . TOMMY Okay . I understand . CARRIE I 'm sorry . TOMMY No , it 's okay . Listen , the other kids are going over to Lewiston after the Prom - CARRIE . -LRB- breaking in . -RRB- That 's okay . TOMMY What is ? CARRIE You want to go with your friends . I do n't want to spoil anything . TOMMY Hey , let me finish . What I was going to say , I mean if it 'd be alright with you , what do you say we go to the Cavalier ? CARRIE . -LRB- surprised ; she 'd love to . -RRB- I 've never been there . TOMMY Hey , great . We 'll have the place all to ourselves . Great ! -LRB- he means it . -RRB- Then it 's settled . He takes her arm , turns her toward the dance floor . CARRIE . -LRB- holding back . -RRB- Tommy . TOMMY C'mon . CARRIE I do n't . I ca n't . I . TOMMY You can . He has his arms around her and half - spins , half tugs her out onto the floor . He is a young man of considerable confidence - the best part of his popularity - and it 's a contagious trait . Gradually , Carrie gets caught up in the slow dancing , begins to follow him less and less awkwardly , begins to get less and less self - conscious , and , in short , starts to glide into her freedom . A CORNER OF THE GYM Tommy and Carrie dance into this corner ; Carrie is a bit breathless and very happy . For some moments , Tommy keeps his arms around Carrie , looking at her . And then he leans forward , about to kiss her , impulsively . And impulsively and instinctively , she draws back . And is immediately embarrassed . TOMMY Hey . CARRIE I 'm sorry . TOMMY I . CARRIE It 's just . TOMMY No harm , no foul . They stand there for a couple of seconds . And suddenly and swiftly , Carrie kisses Tommy . It 's a quick , awkward , frightened kiss . A bird peck . And again they stand there , until : CARRIE I do n't know . anything . I ca n't dance . TOMMY You danced . CARRIE I do n't even know how to . TOMMY It 's easy . And he kisses her . She breaks , looking up at him . CARRIE Tommy . why ? TOMMY Why what ? CARRIE Why am I here ? TOMMY It 's the prom . CARRIE With you . TOMMY Because I asked you . And . CARRIE Why ? Why did you ? TOMMY Because I wanted to . CARRIE Why ? TOMMY Because . He pauses ; he 's on the edge . And steps back . TOMMY . you liked my poem . Only I did n't write it . Someone else did . CARRIE Oh . She 's puzzled . And she 's about to ask something else . TOMMY . -LRB- quickly . -RRB- Look , Carrie , we 're here , we 're together . and I like it , you know . I mean , I . CARRIE But . A commotion from the floor . Tommy turns . TOMMY Hey , look ! Carrie looks off , following his glance , at : STAGE AREA - POV As the head Custodian supervises the sliding of two thrones from the wings onto pre - set marks on the stage apron . They 're sheathed in white - strewn with crepe papers and flowers to match the prom 's celestial theme . CARRIE AND TOMMY CARRIE . -LRB- uneasily . -RRB- It 's a fairy tale . TOMMY . -LRB- beaming ; taking her arm . -RRB- C'mon . He starts to lead her towards their table while :

Sue Snell - unable to contain her curiosity about how all this has worked out - pulls up in one of her parents ' cars , parks , and deliberates coming in . The lights of the gymnasium are glowing . While inside :

Class president Ernest Peterson makes his way to the microphone . He takes all this quite seriously . ERNEST All right , ladies and gentlemen . Take your seats , please - it 's time for the voting . NORMA This contest is an insult to women ! A couple of CHEERS , scattered APPLAUSE . GEORGE It insults men , too ! Louder CLAPPING , foot STOMPING , WHISTLES . ERNEST . -LRB- over the noise . -RRB- Please take your seats . It 's time to vote for the King and Queen . Several ushers go up and down the aisles , passing out ballots . ANGLE - TOMMY AND CARRIE 'S TABLE as Norma Watson haughtily drops a ballot on their table in front of Tommy , another in front of George . Carrie examines the paper . CARRIE Tommy . -LRB- looking up to see him smiling at her . -RRB- . we 're on here ! TOMMY I know . -LRB- seeing her concern . -RRB- Want to decline ? CARRIE Do you want to ? TOMMY Hell , no . If you win , all you do is sit up there for the school song and one dance . And they put your picture in the yearbook so everyone can see we looked like idiots . Besides , it 's the last year . Carrie looks up at the stage - at the massive thrones all in white . CARRIE They 're beautiful . TOMMY You 're beautiful . Carrie meets his eyes and blushes ; it 's all overwhelming her , and she has to look away - at the tiny party favor boat on the table in front of her , at the tiny pencil next to it . CARRIE Who do we vote for ? They 're more your crowd than mine . TOMMY Whatever you like . CARRIE In fact , I do n't really have a crowd . TOMMY Let 's vote for ourselves . To the devil with false modesty . She laughs aloud - the sound of her own laughter is so foreign to her that she claps a hand over her mouth , at her own daring . She takes the pencil and quickly circles their names - so quickly that the pencil breaks , bringing a small drop of blood to her finger . She gasps . TOMMY Hurt yourself ? CARRIE No . -LRB- trying to smile . -RRB- But I broke it and it was a souvenir . TOMMY There 's still your boat . -LRB- he pushes it gently toward her . -RRB- Toot , toot .

as Sue - hardly in formal attire - stares through the same small window in the gym door that Carrie stared through earlier - she stares inside as :

The ballots are being counted , Morton and Fish helping Ernest separate them into piles . We ought to notice either De Lois or Trennant hanging around the voting tables - perhaps Norma Watson as well . ANGLE - TOMMY AND CARRIE 'S TABLE Carrie is holding Tommy 's hand tightly - too tightly . TOMMY Hey , hey . CARRIE Sorry . TOMMY Do n't know your own strength . Whew . He sees she 's taking him seriously . Sensitive to her reaction , he smiles at her . TOMMY Hey , it 's okay . In the background Josie and the Moonglows provide a flourish of drums . THE STAGE as Ernest walks up to the microphone and almost drops the ballots in the process . ERNEST We 've sort of hit a snag . Mr. Morton says this is the first time in the history of the Spring Prom that - VOICE How far does he go back ? 1800 ? LAUGHTER , CATCALLS . ERNEST We 've got a tie . GEORGE Polka - dot or striped ? ERNEST Sixty - three votes for Frank Grier and Cora Wilson , and sixty - three votes for Tommy Ross and Carrie White . Silence , then the APPLAUSE begins and starts to swell as we . TOMMY 's POV - CARRIE An island in the APPLAUSE around her , her head lowered . TOMMY Watching her intently , his mouth slightly open . THE STAGE - ERNEST Vainly trying to speak over the APPLAUSE . ERNEST Attention ! If I could have your attention , please . TOMMY AND CARRIE Tommy still staring at her . ERNEST . -LRB- o.s . -RRB- We 're going to have a run - off ballot . When you get yours , please write the couple you favor on it . CARRIE Slowly looking up , seeing Tommy . CARRIE They 're not applauding for us . It ca n't be for us . TOMMY Maybe it 's for you . CHRIS AND BILLY Just exactly where they are is n't clear yet , nor should it be . But we do hear the Prom noises . BILLY I thought you said they 'd win . CHRIS They will . They will . Wo n't even be close . BILLY If you screwed up . CHRIS Do n't worry . I called in a few favors .

as Margaret , mumbling to herself , with the fixated attention of the damned , continues to scrub a sliver of whetstone along the gleaming edge of the knife 's blade .

as new ballots arrive courtesy of Norma , who leans over them and whispers breathily : NORMA Good luck ! As Tommy picks up the pencil , Carrie puts her hand on his . CARRIE Do n't . TOMMY What ? CARRIE Do n't vote for us . TOMMY In for a penny , in for a pound . That 's what my grandmother used to say . CARRIE . -LRB- swallowing . -RRB- Do n't . Please . Tommy hesitates for a second , seeing her face so full of premonition . Then he overcomes it , and scrawls their names on the slip of paper , folding it . TOMMY For you . He hands it to Norma Watson , and it 's off - spirited away , gone . TOMMY Tonight you go first - class . Carrie stares at the receding figure of Norma as if she were the messenger of doom .

Where we get a sense of exactly what Chris meant by favors as De Lois , Trennant , and a once again completely wrecked Kenny Garson plus Norma bring over more ballots . It 's not exactly what one would call an honest ballot . GYM DOOR - POV as Sue manages to slip by Fromm , who 's still lazily monitoring the door . She starts heading for the backstage area , trying to be as unobtrusive as possible . NORMA At the voting table , she spies Sue coming in , and finding it irresistible , blurts out the news , whispering to : MORTON Who 's just finishing the ballot counting . He looks in the direction that Norma 's pointing in , seeing : SUE Going backstage , heading into the wings to watch :

as Ernest returns to the microphone . The BAND plays another FANFARE OF DRUMS . Ernest sees this as his big moment ; he almost drops the ballots . He pauses for a moment , surveying the gym floor and the anxious prom - goers . An actors savoring the tension . Then he smiles , white teeth grinning : ERNEST Tommy and Carrie win . By one vote . Begin SLOW MOTION Silence . Everything a half - beat exaggerated , slowed . Carrie gasps inwardly ; the candle in front of her blows out . Tommy grins , amused . He shrugs his shoulders at Carrie . And the applause begins - some of it , most of it , genuine , but some of it mocking too . The band launches into a rock version of `` Pomp and Circumstance . '' Ushers appear at Tommy and Carrie 's table . George is pounding Tommy 's back . An aluminum foil scepter is thrust into Tommy 's hand ; a robe with a fur collar is thrust over Carrie 's shoulders . SUE - STAGE WINGS Peering out farther to get a good look . Unseen at first by her , there 's a cord on the edge of the FRAME . MORTON Blocked by the clamor of the students , he 's unable to make a straight bee - line for Sue in the wings . So he takes the long way around - back behind the stage . TOMMY AND CARRIE Dollying as they 're led down the center aisle ; past a blur of smiling faces , the APPLAUSE SWELLING . They 're being led toward the stage area - the thrones waiting for them . The lights get brighter ; the MUSIC gets louder . THE BANDSTAND As they pass by . The Beak winds conspiratorially at Carrie . THE STAGE as Tommy gives Carrie his hand , helping her up the steps , over tangles of black power cables . BENEATH THE STAGE Where we finally reveal just where Chris and Billy have been hiding all this time . Chris listens to the footsteps . -LRB- of Carrie and Tommy -RRB- coming overhead ; grasping the cord that Billy has hooked up , holding it very tightly . CARRIE AND TOMMY as they 're helped into the massive thrones ; behind them is the huge mural of stars and ships . ERNEST the showman now , P.T. Barnum in all of his expansiveness . SUE In the wings , watching this action . In the corner of the FRAME , the cord we glimpsed earlier - the same one which Chris clutched beneath the stage - jiggles , and Sue notices it move . She traces its path with her eyes , seeing that it goes up to : A BANK OF LIGHTS Concealing a single silver bucket ; meanwhile : CARRIE Staring down at the gym floor ; the lights are searing - so hot and bright that it 's impossible to see clearly , and a new set of spotlights being shone on Tommy and her only makes it harder . ANOTHER ANGLE - CARRIE as a piece of crepe paper lands in her hair . THE STUDENTS A sea of faces , the spectrum of reactions . ERNEST spreading his arms ; a politician . ERNEST Ladies and gentlemen , I give you he King and Queen of the Spring Prom - TOMMY ROSS AND CARRIE WHITE ! The Band starts playing the school SONG , and we . SUE IN THE WINGS The implications of the cord and bucket positioned over the throne just starting to dawn on her as everyone begins singing the school song : ALL . -LRB- o.s . -RRB- All rise for the John F. Kennedy Hiyyyyh . And a hand comes into FRAME , clutching Sue 's wrist . It belongs to : MORTON What 're you doing here , young lady ? SUE . -LRB- trying to head for cord under stage . -RRB- Something 's wrong ! ALL . -LRB- o.s . -RRB- We 'll raise your banner to the skyyyyh . But Morton has no interest in what Sue is trying to tell him : MORTON I 'll say there is . ANOTHER ANGLE - CARRIE 'S POV From the throne , she sees Sue - and Morton and he pulls her toward the back exit . BENEATH STAGE Chris is almost hyperventilating as the school song continues . BILLY What 's the matter with you ? Pull it ! Chris is frozen - immobilized , terrified . CARRIE 'S POV - SUE As Morton firmly pushes Sue out the rear gym door . The door shuts , and as it closes : CARRIE Confused , wondering what 's happening in the glare of lights and noise .

locked out by Morton , trying to get back in . The door wo n't open . She debates going to try another door . UNDER STAGE - CHRIS AND BILLY as the song reaches its crescendo : ALL . -LRB- o.s . -RRB- With pride we wear the red and whyyyte . BILLY . -LRB- leering . -RRB- It can stay there until hell freezes over , Chuckie . Chris shudders involuntarily at the mention of this nickname . She violently jerks the cord with both hands , yanking it . A sound - half - scream , half - moan - comes from her mouth , overlapping into : THE STEEL BUCKET high above the stage , slowly tipping over , the blood pouring from it . LONG SHOT - THE STAGE almost proscenium - like in this FRAMING , from all the way in the back of the gym . Carrie and Tommy sit on their huge thrones as the buckets above them deposit their contents on top of them . CLOSER The blood splashing down . THE MURAL Some of it splattering on the celestial cyclorama , running downward , streaking . THE BAND As more blood splatters them in their white dinner jackets , the MUSIC halting . THE STAGE End SLOW MOTION . Tommy and Carrie , drenched with blood . CHRIS AND BILLY - UNDER THE STAGE Preparing to leave now that their mission has been accomplished , just about to crawl out as they spot : MORTON - CHRIS AND BILLY 'S POV realizing they 'll have to stay put - trapped now . CHRIS . -LRB- panicky . -RRB- Billee ! BILLY . -LRB- nervous too , hissing . -RRB- Shut up ! They crawl back under the stage , out of sight .

As the singing stops , the students staring at the stage . CARRIE Her eyes tightly clenched shut , looking as if she 's been dipped in a bucket of red paint . She 's gotten the worst of it . THE BUCKET dangling on the pulleys over the throne , clanging back and forth . A high - pitched GIRL 'S VOICE SCREAMS . TOMMY Splattered with blood . Below them , the sounds of hysteria begin . -LRB- `` My God , that 's blood ! '' -RRB- Tommy starts toward Carrie just as : ANOTHER ANGLE - STAGE - FEATURING TOMMY As the bucket falls and hits Tommy on the head ; it knocks him unconscious , and he slumps to the floor . THE STUDENTS - FEATURING HELEN SHYRES Watching this in pure horror . She starts to giggle uncontrollably , the kind of hysterical laugh that comes out of pure terror . It overlaps onto : STUDENTS - ANOTHER ANGLE . -LRB- S -RRB- - SWISH PANS As the hysteria begins to spread . CARRIE as she starts toward the unconscious Tommy . THE STUDENTS as more of them start laughing . the sound of it becoming contagious . CARRIE hearing the dreaded laughter . CARRIE 'S POV - THE STUDENTS Through the harsh glare of the lights - laughing , pointing . -LRB- see Norma Watson -RRB- , doubling up in hysteria , utterly out of control . FACES , FACES , FACES Laughing . 256A BILLY AND CHRIS reacting to their `` success . '' CARRIE Putting her hands to her blood - covered face , slowly getting to her feet . THE STAGE As Carrie makes her way to the stairs , tripping over the black power cords . A horrified Collins is on her way up the stairs . COLLINS Oh , Carrie - let me help you . Carrie hesitates at the sight of the teacher . But it 's too late for help , and in the fastest flex we 've seen to date , she jerks her head and Collins bounces backward - down the stairs , slamming into a wall . THE STUDENTS Laughing harder now , unable to stop . THE GYM - ANOTHER ANGLE Where all is pandemonium . Morton makes his way to Collins , giving her his handkerchief ; she has a bloody nose . COLLINS . -LRB- to Morton . -RRB- Call the police ! CARRIE Tears streaming down her face , the blood streaking , as she takes in the sight of her tormentors . THE GYM - YET ANOTHER ANGLE Helen Shyres is still laughing so hard that she 's about to throw up or go into shock . George Dawson has climbed on the stage and is hunched over the slumped figure of Tommy Ross , examining him . GEORGE Call a doctor ! Hey , call a doctor , quick ! He tries to pick Tommy up , and in the process the throne topples over on the stage .

Frantic , rushing back into the school and down the hall toward the prom doors . CARRIE Takes a deep breath , mustering her energy . She closes her eyes and sees : THE GYM DOORS - THREE SETS OF DOUBLE DOORS All of them open , a few students milling around them as . CARRIE Closes her eyes even tighter and flexes . And - in SWISH PANS : THE DOORS slam shut . In the process , several things are accomplished at once . The prom - goers are trapped inside , and one or two of them get their hands or legs caught in the doors as they close , screaming with surprise and pain .

who once again was just a little late , arriving just as the DOORS SLAMMED SHUT ; she sees the screaming prom - goers unlucky enough to have been caught in the doors .

Utter pandemonium as students rush toward the doors . THE BEAK Near the bandstand area , looking up at the stage and realizing that it 's Carrie who 's responsible for closing the doors . THE BEAK It 's Carrie ! It 's Carrie ! Fromm starts heading toward the stage to get control of the microphone , to stop the panic . The kids continue rushing toward the closed doors . CARRIE A small smile at being recognized by the Beak as the one responsible , the one with the power now . It 's not what she wanted , but it no longer matters . They 're going to know her now and never forget her . CARRIE 'S POV - GYM WALL Between two sets of double - doors , FEATURING a huge firehouse installed in case of an emergency . CARRIE Seeing the hose , getting the idea . NOTE : SPLIT SCREENS begin here . CLOSER as her eyes narrow and focus on the hose , zeroing on it . THE HOSE As it starts to unwind , to unspiral into the air , starting to spray a burst of water . THE HOSE - ANOTHER ANGLE As it becomes snake - like , water springing from the nozzle . THE STUDENTS Cries of surprise as it begins to spray water on them , ruining their clothes . THE HOSE As the velocity of the water increases , stronger and stronger . CARRIE Eyes gleaming , a glimmer of triumph as she concentrates and surveys - THE STUDENTS Like rats in a maze - a slapstick chaos as they try to get away from the animated hose . The water forces the students back from the doors , backwards toward the stage . 280A CHRIS AND BILLY - UNDER THE STAGE As they see students propelled toward them by the hose . CARRIE A smile of satisfaction . For the first time , she 's showing them - they 're the ones being made to look foolish . She 's standing on one side of the stage . ERNEST Level - headed to the end , making his way through the pandemonium toward the stage area and the bandstand as fast as he can . CARRIE Still controlling the hose , she spots Ernest , seeing him move toward the stage area . TRACKING - ERNEST knowing somehow - with some sixth sense - that Carrie 's watching him . He feverishly hurries toward the area where the band equipment is plugged in . where the high voltage cables are hooked up to the electrical current . Behind him , Fromm has reached the microphone and is trying to be heard , telling everyone to remain calm . CARRIE Realizing just what Ernest plans to do : CARRIE . -LRB- gently ; determined . -RRB- No . And she mentally fixes on him , jerking her head just so . so - ERNEST Is flung invisibly and forcibly away from the area by Carrie 's will . FROMM Big belly and all , trying to steady the mike . He puts his hand on it . The water , however , has reached him , and just as he touches the mic , he 's electrocuted - his arm bursting into flame , unable to let go as his body goes into an electric dance , his mouth gaping open like a fish on land . CARRIE Watching this ; another flex , and : FROMM Is propelled backwards from the microphone ; he falls backward into the cyc , his flaming arm igniting it . A celestial fantasy immediately bursts into flames . It prevents any of the students from using the back exit . THE STUDENTS Watching , riveted with horror , some of them screaming , others frozen to the spot as the cyc CRACKLES . Utter pandemonium . CARRIE Her face flushed , a vein in her forehead throbs , her heart pounding . She spots : THE LIGHTING T - BAR hanging over the bandstand . THE DOORS as the prom - goers press against the opaque glass , straining to get out . Fish in an aquarium . COLLINS moving toward the dazed Ernest , who 's recuperating from his bout with Carrie . CARRIE her heart pounding like an anvil . She 's staring at : THE LIGHTING BAR CARRIE She flexes . CEILING POV Collins and Ernest directly below the path of the lighting bar . We see the flaming cyc on the stage collapse forward . The light bar begins to shake . Plaster drops , and the light bar DROPS - just short of Collins ' head - as far as its wires carry it . CARRIE Watching all this - a giggle -LRB- or is it a sob ? -RRB- emerging from deep within her . Another flex . THE LIGHT BAR starts to swing recklessly around the gym . Back and forth , back and forth - it hits the ceiling , igniting it and the decorations . Flaming stars and planets begin dropping from the ceiling . BENEATH THE STAGE - CHRIS AND BILLY seeing their chance to escape while Carrie is busy with the light bar . The back door -LRB- which Sue could n't enter from the outside , and which the cyc flames prevented any of the students on the gym floor to get to -RRB- is now free , and Billy and Chris see their chance to escape . They burst out from under the stage as : CARRIE Spots them . In the instant it takes her to wonder what they 're doing there , it 's too late . They 're out the door , and there 's absolutely nothing she can do . THE GYM - FEATURING THE LIGHT BAR As it swings , catching Norma Watson in its path , casually whipping this screaming girl in her green chiffon dress back into a wall . Helen Shyres is backed into a corner , giggling with horror , in shock , utterly hysterical . Students have climbed onto the back of the bleachers , trying in vain to pry off the screens on the windows so they can escape . Morton has grabbed a chair and is trying to smash it through another of the windows . All this to no avail . End SPLIT SCREEN . CARRIE As she makes her way down the stage stairs and out onto the floor . She spots the cord going under the stage first , and realizes just how the trick was engineered . that Billy and Chris did it . THE STUDENTS Moving aside as Carrie walks through them - an endless series of blurred , hysterical faces . WIDE SHOT - THE GYM As Carrie makes it to one set of double doors , flexes them open , and exits .

As Carrie exits , the doors swinging shut . Behind her , through the windows , we see a wall of fire collapse behind her . She passes Sue in the hall who 's sobbing hysterically . And as Carrie exits , Sue runs into this inferno of fire to find Tommy . And then the town WHISTLE BLOWS . and BLOWS . It overlaps onto :

Carrie 's on her way home . At this point , she looks less like a girl that the survivor of a grisly car accident ; wet , caked with blood , eyes glistening madly , almost shapeless . She goes down a hill , and then , from : ANOTHER ANGLE - THE HILL - NIGHT as a fire truck rushes toward the school , past Carrie . And then shortly afterward , out of nowhere , Billy 's Chevy - it 's headlights gleaming , lurches forward ; it 's headed right for her . CARRIE Turns around and sees it coming toward her .

Chris screaming `` Get her ! Get her ! '' at the top of her lungs , Billy grinning madly behind the wheel . CARRIE As the Chevy heads right for her , standing in the headlights in its path , bloated , swaying back and forth , her arms thrown out . THE CHEVY Almost right on top of her . CARRIE Flexing , averting the car just as it almost smacks into her . It just misses her .

Billy is livid , turning around to see Carrie in the back window . BILLY Goddamnit ! CHRIS Billy ! BILLY Shut up ! Just shut up ! But the car is headed for an embankment . Billy realizes this and starts pumping the brakes . But the car 's accelerating , not responding to Billy 's efforts to slow it down . CARRIE Her head pounding , flexing .

As Billy attempts to turn the wheel ; it , too , has turned traitor - it wo n't turn . They 're heading right for the embankment . Billy 's eyes are bugging out , Chris is screaming as : THE CHEVY Plows smack into the embankment and rolls over several times . It then bursts into a sheet of flames . CARRIE Watching this explosion turn into a conflagration . We see the fire reflected in her puffy , exhausted face - brighter and brighter as we HEAR the sound of the WHISTLE merging with SOUND OF SIRENS , and :

The house is totally dark . Not even a porch light . In the distance , perhaps , the glow from the burning gymnasium . A figure is moving toward the house . It is Carrie . AT DOOR Carrie tries the front door . It is unlocked . She opens it partially . CARRIE . -LRB- small voice . -RRB- Momma ? Momma ? She opens the door wider . CARRIE . -LRB- louder . -RRB- Momma ? Silence . Carrie steps inside . CARRIE . -LRB- louder . -RRB- Momma , I 'm home . Silence . Carrie closes the front door .

With the closing of the door , Carrie turns on a light . She looks around . The house is ominously empty , ominously still . CARRIE MOMMA ! Silence floods back in . Carrie moves to the foot of the stairs , turning on lights as she goes . She mounts the stairs , goes along the narrow hallway to her room .

Carrie turns on the lights , closes the door . She stares at the Madonna - child figurine on the bureau . Then , slowly , she removes her blood - stained clothing , letting it lie in a heap . Clutching a robe , she goes into the bathroom .

Carrie turns on the shower , waits for it to get hot . It is almost steaming as she steps in . Very carefully , Carrie scrubs herself clean . Then she steps out of the shower , dries herself off briefly , puts on her robe , and turns off the bathroom light . What 's important here is this gives us time to breathe , to focus on Carrie .

Carrie returns to her room . She is clean now ; her wet hair hangs . A feeling of despair about her or perhaps she is emptied out . Carrie almost mouths : CARRIE Momma . It is a little child 's voice and there is no answer . She goes out into the hallway .

Carrie goes to the head of the stairs . Once again , she mouths the words : CARRIE Momma . Something - a movement ? An instinct ? - makes her turn . She sees : MARGARET Coming toward her . CARRIE She flings out her arms and cries out : CARRIE Oh , Momma ! And throws herself against her mother , holds her . A movement from Margaret , a quick movement , hard to define . And Carrie recoils , her hands clutching her stomach . Briefly we see the knife in Margaret 's hand . Then Carrie tumbles down the stairs . ANGLE DOWN STAIRS On Carrie , lying like a broken doll , huddled at the foot of the stairs . MARGARET Carrying the knife , she stares down the stairs . MARGARET It says in the Lord 's Book : ` Thou shalt not suffer a witch to live . ' CARRIE Dazed , she sees her mother coming , dimly , everything distorted . She begins to crawl backwards , her eyes always on her mother , who is slowly but inexorably coming down the stairs . MARGARET And now the devil has come home . CARRIE . -LRB- whimpering . -RRB- Momma , it 's not right . Carrie starts crawling to the kitchen .

Carrie crawls farther and farther from the door , until she reaches the far end of the kitchen , just as Margaret , the knife gleaming in her hand , pointed toward Carrie , reaches the bottom of the stairs and turns toward the kitchen , mumbling all the while . Carrie flexes : the kitchen door swings shut . Margaret is coming toward the kitchen . Carrie flexes again - to hold the door shut . But it 's no use - Margaret is relentless now , and the door opens . She raises the knife and starts toward Carrie , the door swinging behind her . MARGARET I should have killed you when you were born . CARRIE Momma , I love you . Please help me ! MARGARET Sin never dies . There 's nothing else to be done . Carrie flexes , and a serving fork - dangling from a hook on the way - suddenly hurtles through the air , piercing Margaret . It is followed by another and another as a rain of instruments strikes Margaret . Margaret collapses . Carrie , horrified by what she 's done , starts toward her mother . And then she and we see Sue standing in the doorway , clasping her hand to her mouth , stifling her screams . CARRIE You . You tricked me . SUE No . CARRIE Get out . SUE We were just trying to . CARRIE Get out . And then something hits the roof , rattling . A small sound . A stone . Then another . Then a third . CARRIE Get out ! Get out ! The stones are beginning to rain on the roof , like hail . Sue is rooted to the spot , terrified . CARRIE Get out , get out , get out ! The stones are coming down harder . All sound as one or two of them break through the roof , rattle on the floor below . CARRIE GET OUT ! A stone of fairly small size crashes through into the kitchen . Carrie flexes . And Sue stumbles backwards toward the door . Flex . Sue is whipped around , as though by a great wind . 333A EXT. . WHITE HOUSE - NIGHT Stones are crashing on the house . Sue is hurtled out of the house .

As a couple of larger stones crash into the room , Carrie heads for the closet .

Sue , rising from the ground , see stones crashing into the house . She begins to run away .

Carrie walks toward the closet ; the figure of Jesus is illuminated - welcoming her ? She goes into the closet . She closes the door . Stones crash down , obliterating the scene .

Sue stops running . She turns to look at the White house . WHITE HOUSE - SUE 'S POV The stones are flattening the house . The house is being pounded into the ground . SUE Terror and disbelief . Nightmare . THE WHITE HOUSE The rain of stones stops . Silence . Then the house begins to sink - slowly , slowly , slowly - into the ground . And the ground is swallowing up the house . And covering it until - nothing remains . Not a trace .

Some time later - a week , perhaps two weeks after the nightmares of Prom Night .

A home in the course of losing its family . White sheets cover furniture . Boxes in the midst of being packed . Eleanor Snell , looking incredibly tired , is attending to the last - minute details of moving . She sorts through magazines and books , discarding some , putting others into cartons . And she comes across the religious tracts left behind by Margaret White , forgotten until now . They have a momentary hypnotic effect on her . The phone RINGS , startling her . She rushes to answer it in the kitchen , catching it on the first or second ring . ELEANOR . -LRB- hushed voice . -RRB- Hello ? Oh , thank God it 's you , Betty . I do n't think I could have handled one more reporter . -LRB- she appears to hear a noise upstairs . -RRB- Just a sec , dear . -LRB- she comes into the living room and looks toward the upstairs . -RRB- Sue ? -LRB- a little louder . -RRB- Sue ? -LRB- no answer , she returns to the phone . -RRB- Sorry , Betty , I just wanted to make sure the phone did n't wake her . We 're all a bit edgy . -LRB- beat . -RRB- Better . Sleeping too much , I guess , but Schneider says that 's to be expected after what she 's gone through . He says she 's young enough to forget it in time . Knock wood . As Eleanor 's side of the conversation continues , the camera conveys her tension . Half of her is listening and talking to Betty ; the rest of her mind is on Sue upstairs . With good reason . Because :

Where the Horan house used to stand , now vacant . Strewn with beer cans , overgrown with grass and weeds and wildflowers . And a FOR SALE sign . We PAN over next door where the White house used to stand . It , too , is vacant but utterly bald - there 's been no time for anything to grow here . There is another FOR SALE sign put up by Born Realty . SUE SNELL looking utterly haggard and perhaps a bit on the loony side from a lack of sleep stands staring at the lot . She 's standing there in her white nightgown , barefoot . THE WHITE LOT - SUE 'S POV as she slowly walks toward it . Underwater , almost floating . We come closer on the sign which now starts appearing a bit odder - less like a simple FOR SALE sign and more like a grave marker . And when we get close enough , we see that some graffiti has been hastily scrawled in chalk on the sign : CARRIE WHITE IS BURNING IN HELL FOR HER SINS . And below it , in a second vandal 's handwriting , some idiot 's notion of one final joke : JESUS NEVER FAILS . SUE as she kneels down , putting the wreath she 's carrying next to the marker . She proceeds to try to wipe off the red chalk with the palm of her hand ; it smudges badly . She stares at her hand , fixating on it , remembering Carrie in the shower . Suddenly , a second hand thrusts into frame , onto her nightgown . A bloody hand . A hand from the Earth itself . Carrie 's hand It clutches a horrified Sue by the wrist . Tightly . A vice . Sue begins screaming uncontrollably . The hand is trying to pull her into the ground . Her screams turn into howling . SUE Still screaming . But now in her room , waking from what is , indeed , a bad nightmare . Upright in bed , screaming her head off , her face covered with perspiration . Eleanor Snell rushes into the room to the bed , embraces her hysterical daughter . ELEANOR It 's all right , it 's all right , darling . SUE Mother ? And we come in close on Sue 's stricken face as her mother holds her , calming her , cradling her . Closer still on Sue 's eyes . She closes them , and we go to : BLACK

LICENSE TO KILL WRITTEN BY MICHAEL G. WILSON RICHARD MAIBAUM FADE IN ;:,lA Coast Guard plane, on patrol. A 1 rfe radar pod is mounted on top of the fuselafe. ./ I~ ':,

OFFICER, DUTY OFFICER stands behind the seated Radar Ope a windowless cabin, bathed in dim red lifht, both inte radar screen before them, In the back1round are PLOTT and a wall of sophisticated ELECTRONICS EQUIPMEN.Duty Officer turns to the plottin Rating is already projecting the new headinr on am of the Caribbean which is etched in glass and lit from belo. The line intersects a small island in the Northern Bahamas. D ty Officer looks up from the table to the Communications Office , sittin1·before the bank of computers.:-- ;.;':

We have a mid-course de Tar,et headinf 036, 126 bearing 149 - Havana VO.

An airstrip and a cluster of buil ings, Si1ns of small resort town near beach. The plane deploy its landing gear.

The CAMERA followa as it speeds Key West, Florida, J ;.:~:ft//),) sit in the rear aeat of the Bent ey, resplendent in top hats, swallowtail coata and striped tr users, white roses in their buttonholes. Leiter'• black fi erman friend, Sharky, similarly dressed, sits next to Chauffeur It's Leiter's wedding day, He looks like he's about to be sho Sharky turs at hi• tie, and adjusts the air conditioning. 5 CONTINUED: iiYou're ■ ure you'veiaot --THE SOUND of a helicopter a proaching. They look out the window. THEIR POV A Coast Guard HELICOPTER •~ims across the water running parallel with the Bentley. Leiter•~ DEA partner HAWKINS holds up a sign reading "FOLLOW ME". The /elicopter flies on toward vacant lot. INT. BENTLEYFriend of yours?/i He looks ahead throurh th~ windshield,INT. SEVEN MILE BRIDGE - ,ELI COPTER HAWXINS i/i,, 3 standing near it by the •~de of road, The Bentley pulls up beside him, LEITER, SHAR~Y and BOND get out, . lSanchez 1• in tle Bahamas. l :Have you cleareO it with Nassau?HAWKifS We rot the rreep lirht.0 Let'• 10,No way. Sharky can d~ it. I'm coming. I'd rather fa-ce thi• Sanchez than Della. Sherky nods, he'll do it.They run to helicopter.rises into the •ky.parked. The pilots wait in the •hade under it ■ win1. 10 EXT. MAIN HOUSE, CRAY CAY GUARD )"'/ti 10 sits snoozin1 on the step1 leadinr to the upper level of a traditional one-story clapboard h se. PEREZ steps ailently up to him. The 1uard. startle• awake Perez alipa a rarotte around his neck throurh the openinr int e steps. He applies it pitile•sly. The FEET OF SANCHEZ ~ND HIS MEN pass the Guard in hi a deat·h throe a. ;· c1 ? Ivthe voluptuous, beautiful former Galaxy liea asleep in the bed next to her new paramour, Alv rez. The door burata open. SANCHEZ entera with run drawn. H •• forty, tall, •tronr, exudinr all the confidence and au hority of a man who he& never had any reason to doubt that thoa who oppoae him can be bought or killed. DARIO, hia henchman, ollowa. Alvarez reaches for the gun on the night table and Sachez fire, several rounds, hitting night table and wall. Al arez whips hi• hand beck, Lupe startles awake. PEREZ and BRAUN rush in and dra1 Alvarez from the bed, They pull him into the Sanchez faces him. ~evised: July 16, 1gee C) ll CONTINUED:Dario hesitates.Dario draws a large Bowie knife from nder his jacket. He pushes the struggling Alvarez through the door. Sanchez closes the door, leaving himself alone with Lupe, the oman who, until a few says ago, had been his constant companion. He comes to her. She sits bolt upright in the bed, clutching the she t to her breasts in fear. He puts his hand on her head, and speaks in an understanding tone.He pushes her head down on to the bed, exposing her naked back. He t.akes a sting ray whip from his belt, ests it against her flesh. She is weeping.He cuts her off.He brings the whip down on her back. he begins to sob, CLOSING in on her face as Sanchez whips her. er SOBS are drowned by Alvarez' 'BLOOD CURDLING SCREAMS. llA EXT.BUSHES NEAR MAIN HOUSE ALVAREZ' mutilated body pitches to the ground.runs to it as it stops at curb. Inside the CHAUFFEUR-driven car is Le.iter's bride, DELLA CHURCHILL, and he ELDERLY UNCLE. Della looks concerned. He uncle sits back, folding his arms.sweeps ove.r the beach, heading for the main house. q,) { i1The a1ent1 don flack jacketa check their M-16&. Mullens is an athletic middle-aged black aHawkins hand him a aheaf of 1 ral papers.He aee•Bond eyeinr the runa, ulla an automatic from under his jacket and hand, it to him,Bond eyea hlm ironically ea he tuffa the 'itr in hi• waistband.17 EXT. MAIN HOUSE MAN IN JEEP SAN HEZ AND DARIO <;/zo 17They run for the Jeep aa PEREZ nd BRAUN hustle the hastily dressed LUPE out of the houae. ,The GROUP jump, into the Jeep and heads for the air ■ trip,

Bond is ahead of him, He op ns his hand. The RING sits in its demure jeweler's box in his alm,

Juat let ■ e save tbia. Take• seat. The department want ■ a full report. Yeaterday.

We really hit it lucky today. Sanchez haan't been out of hia home base for year ■,

Good! J '11 be out by then. !"I celled, he'M been trylnr to reach you.

Killifer tests the weigqt. Finds it difficult to lift with one hand. 1

Bond looka at the 1uitca1~. !He lifta it up, haula it to the trapdoor. !

walk around the aide of the houae; throu1h the beautiful garden, A THIJU) MAN stand ■ in ailhouette fn the balcony above. Bond lead& the way up the outside ateirs. A black cat jumps with a startled SCREECH. Several other jceta acamper into the shadows.

little tricks 1et Sanc~ez arrested and I rotta put my operation at risk to ret him out. ahe DEA just raided Key West. It coat me a lot of dourh. '

The muffled SOUNDS of Krest'~ desperate plea ■ can be heard aa he pres1ea hi• face arainat the 11las1. Sanchez turn• up the pressure inlet valve to it' ■ ~aximum poaition. INSERT - DEPTH GAUGE NEEDLE

!e 1 s out of cu~ j·r!sd!etion lt now. ?lentv of c ~ntries will protect him: We' l never extr!dite ?:-.!m.

turns. ICILLIFER stands som1 feet away. In one hand is a .357 Magnum make-my-day gun, the 1 other holds his suitcase. Killifer gestures with the gun. f

They won't do an thinf. Leiter put hi• life on the ine for•• many time•--

Get around that hea land out of sight. And be caref 1. We're bein1 watched.

opens the hatch of the decompre sion chamber. It i• partially filled with stacks of cubes in lue plastic wrapping. He shoves the Probe Operator inside and 1 rips off hi• scuba rear.

Intensive care. Wh re you'll be if we don't ret out of here feat.

It'• adequate. I'd ant fresh flower ■ in all the ooms and a ca ■ e of Bollinier R.D. • nt up right away.

Okay. For expenses. If you're 10in1 to play my exe tive secretary - look the art. Get your hair done and b y aome atyliah clothes.

I would alao appre ate it if you could arranre a ~r it for me at the Casino. Shall e aay ••• two million dollars.

(cutting her off} Bond. 3ames Bond. Bond steps forward to shake hands, Heller moves between them cutting Bond off. He points to a chair in front of the desk. HELLER Sit.

Senor Sanchez, I could be quite useful to a man in your position. And you have a reputation for rewardin1 loyalty very well.

I'll need a cann n to 1et to him. he'a aittin1 up here behind two inches of araore 1la ■■ •

Good-bye, Q. Thank ■ for what you've done. You're a bell of a field operative. Now 10. I'll aee you in London.

react ■ to ■ ome·one et another indow. He •hifta ■ cope to focus on them.

I recornized one of them at the caaino. They were afraid I would warn you, ■ poll their plana.

I've recently retired fro■ the Britl ■ h Government. We kept doaaier ■ on ■ uch aen.

Only that they were expectin1 to be paid a sreat deal of caah by a aan arrivin1 in Iathllua today. Do you auapect aoaeone?

I don·'t want to involve you. Ju1t rive ■e five ■ inut••· then ■ cream your head off.

Now we'll aplit u You and Q take the plane. I'll t ke care of the boat. We'll ■eet ack in Miami.

Don't worry. You'll be safe. When this 1• over I'll aee you get back hoae to your family.

I'm the least of your problems, Sanchez. If you couldn't trust Krest, who can you trust. Truman-Lodge with all that money? And whose looking after the stingers? Heller?

c 1 imbs to top of tanker end heads to•·ard ·cab. The truck skids to a halt, pitchinr him forward. H• 1• hurled •1ainst the back or the cob. Stunned, he feJlM onto tbe rear of the priae aov~r.

I know nothing ab ut drurs. The United State ■ aho ld not blame me for its drur pro ems. I am a buaineaaman runni I a 1amblin1 Casino. J love e American people. They ar all welcome here. We have better o 1 than the U.S., only one zero on he roulette wheel.

Krest called me fr the boat today with a story about somebo y ripping him off. Did you see anything h ppen?

It'• only a pet,ba y I'll have Dario take you shopping tomor Give me a kiss.

It ia very difficult to obtain a work permit in Isthmus, you have to show a 1pecial talent that people here don't have.

Senor Bond, You have bir cojone1. You come here, to my place, without referencea. Carryin1 a piece. Throwin1 a tot of money around. But you know ■ omething, nobody ■ aw you come in. So nobody haa to see you 10 out.

Mr.Kwan,. You do 't pay for hardware. You p y for !L.l?!t.!.2!!!1 I!aunt!e a...,nd.\_\_...\_r..\_.o......e....c...t...1....on.:\_

You ahould re ■ t here! For a couple of daya. Hey, ■ ave your 1•1••

You think I don't know ■ uch thine•? I want to ■ eet Kreat•• boat tonifht. We'll need a dozen reliable ■en.

We'll aee. Brlnf Lupe, She we ■ there. H• won't lie in front of her.

Gentlemen, excuse ae for being late. I had a problem suddenly blow up at the office. We'll have dinner in a few ao■enta.

No. Leave them in the Helicopter. From now on I want them close to me.

When you're up to your ankles you'll beg to tell me everything. When you're up to you knees, you'll kiss my ass to kill you.

(shouting} Why aren't. you with Heller? PEREZ He went to the Hanger to get something. BOND

El Grlnro loco robo el ultimo cemluon ~ No 1• dejen pasar! (The med 1rin10 stole the last truck. Don't l\*t him pass.)

You know nothinf, Pleas , 10, If they find you here we'll both be killed.

Up1taira 1n hi office. He' ■ been there all day, Janninr a bif party for some Orien als tomorrow ni1ht.

goes to the ATTRACTIVE FEMA E TICKET AGENT at the First Class Check-In, hands over his ti~ket.

(thinka Bond is Okay. A hundred rran. BOND Does that include a fu tank of petrol? He pull• the cash out of hi• and hand• 1~/to the

Yes, built from t e sacred rocks of the original t mple. I've had it completely sou d proofed so nothing will.dist rb .2YJ: meditation.

up on his elbows so he can look down to Sanchez over the top of the metal side of the Conveyor. Sanchez smiles.

The local copa 10 • tip about a warehouae laat ni ht. Turned up 500 key ■ of Columbi~n pure, a couple of 1tl~ta, •nd • pie e of what uaed to be Kil lifer.

You maybe a pal o Leiter'•• but I can only cover u ao much. The D.A. ia acreamin to know what happened. You k • we rot law ■ in

bow, HIS POV KREST AND CREWMEN climb up 1tair1 o the Bridre. A DIVER stacks SPEAR GUNS in a rack, the~ roea be ow. Bond alipa round from the rear deck headinr towards the ridre. After he takes a fe~ step ■ .he 1ee1 the top of CLIVE'• ead at 1ide of ■ hip as he climbs aboard. Bond anetches ape run from rack set into bulkhead. Clive, ■ till in acuba er, 1ee1 him aa he i1 about

He reels in the ainkinr, lifeleaa CLIVE. Grabbin1 Clive'• mouthpiece he jams it into hi1 mouth. Then be undoe1 Clive'• waiat 1trep.

sees that the helicopter wil beat them to the plane. He motions the driver to slow d n then jumps from the moving Jeep and rolls under some bushes the Jeep continue~, on. d, q; 20 EXT. AIRSTRIP - SANCHEZ' LE. JET TWO PILOTS - <gi&Y/YcoP~~{The two pilots throw up thei hands in surrender. Mullens checks out the inside of the ar Jet, signals 'No Sanchez'. AGENTS turn their HEADS AT s nd of JEEP. ANOTHER ANGLE - JEEP with Sanchez' GROUP turns on o airstrip. Group opens fire on Agent~ who return it. BOND moves to door of helicopter. Bullets RICOCHET off helicopter door. One of them passes thr ugh Bond's TOP HAT. He ducks bacl inside. HELICOPTER begins to lift off out of the un battle. The firefight on the ground intensifies. BOND leaps the ten feet from helico ter to ground, comes up on one knee in the classic firing pos· ion and shoots out the tire of the JEEP. It crashes. Sanchez MEN jump out. Bond and Agents close in. Revised, August 5, 1988yourself ,k1 trying, to getBRAUN, PEREZ and DARIO n into the bushes. The two pilots aa~e a break for it. Mullens ns them down and tackles them. Leiter Hawkins chase after Sane ez' aen. Bond 11 cautioua.But they have already di appeared into the undergrowth. Bond notices Lupe sitting by he wrecked Jeep. He pull• her to her feet, sees that she has een crying.She looks furtively int e direction Sanchez' ■en took ana •hakes her head vigorously, lo. z I ' No. Keep bands off ■ e. Co V away. She pushes hi• away. Th ENGINE starting up on tb they have been tricked 21 EXT. PRIVATE PLAHI PARkI 1ingle engine piloted b ANO'l'f,fER AIGLI - CLOSI o• PILOT It i■ SARCHIZ. B• 9iv• ■ the ■ a cheerful waive. ALVDIZ' PLAII turning on the runway, p st Bond and Leiter.Bond waive ■ tor the Coa• guard Helicopter to eoae in. They leap forward reaching the bel copter juat •• it touch•• down. Mullens brings the Pilots to the door. Bond gets in.21 CONTINUED,He and Hawkins climb 'aboard. Mullens lets the ■en qo and gets ir after them, Helicopter take off. 22 INT. HELICOPTER MULLENS H KINS BOND AND LEITER qf7 watching the fleeing plane rough the pilot's window.Bond hands Leiter a parachut, puts a second on himself.Bond grabs hook at end of win h cable, pulls it 'toward hi ■.The others jump in as helicop er takes off.

The helicopter loo ■■ like a giant bird of prey over Alvarez'24 IN'f. HILICOP'flR, OPEi DOOR 8 D 2 LEITER directs pilot as Bond lowered on the helicopter's wine cable. The wind tear ■ at hi ■ hair, th tail ■· of hi ■ ■ vallovtail jacket flap ■ adly •• he swin;s on the end of 0 the cabl~.

M strides back into hi ■ office. After a moment, Moneypenny picks up her phone.

grabs the tail of the plane with one hand, clin91 on as the pla1 bounces around. He wraps the lifting cable around the tail. 28 INT. ALVAREZ' PLANE SANCHEZ i/t'!> --:\:· ,~ feel ■ the

drink in h·and, atridea out of the lounae, looka up the bridge •

TberP. .-ey is blocked b)' the burninir Tankers. They jump out. Truman-LodJ~ clutches BRIEFCASE with bearer bonds. He ia rrim es he sur,·ey• remain• of the Tankers. He speaks t-o Sanchez in en otticious ■ enner. .,

is almost torn from the cable by the sudden increase in speed. INT. HELICOPTER, OPEN DooR LEITER dr 7 frantically signals the pilot to c ose the gap.

painfully maneuvers the cable hook into the plane's He gives Leiter the "thumbs up."

gives the pilot the signal to incrse power. The pilot pulls back on the controls. 33 INT. ALVAREZ' PLANE - SANCHEZ efg ,·: ,. <of ,1 stares at the dials. He's losing sp ed. He gives his plane more throttle. The plane stalls. He gi es it full throttle. The plane's nose drops dizzingly. Sane ez YELLS. SANCHEZ' POV The horizon looms up from below. EXT, ALVAREZ' PLANE BOND hangs on grimly as the plane's nos plunges down. He swings his legs over the tail, hauls hims f into a sitting position! 35 EXT. HELICOPTER AND PLANE ~fO .: -r~-' <l/11 - ~.., Alvarez' plane hangs from the end f the helicopter cable like a spent fish. Bond sits triumphan ly on the tail.

~/l~ <4-~ 36 The taffeta of her ivory wedding d ess rustles furiously as she gets out of t.,he white limousine, t rows her bouquet into the back seat. Her ELDERLY UNCLE trie to calm her. SHARKY looks like he'd like to r:un and hide.There's the SOUND of the helicopte • Della, her uncle and Sharky look up. The HELICOPTER car ying Alvarez' plane passes overhead. WEDDING GUESTS pour out f the church, gazing upward. 37 EXT, HELICOPTER - ALVAREZ' PLANE ,...J 11..,.,1 BOND AND LEITER 'tj 37 also in a parachute. They jump out into space. Two PARACHUTES blossom in the blue sky,

You know the tradition The man that catehe ■ thi ■ 11 t e next one· to ..•

parachutes billowing, land either ide of Della. The Wedding guests file back inside. The triu phant strains of WAGNER'S 'BRIDAL CHORUS' fill the church. ella stands at the church door, the taffeta train of her wed ing dress stretches behind her. She's flanked on either side by Leiter and Bond whose parachutes trail behind them. The shed the chutes as they move up the steps of ~he church. THE MAIN TITLES COME UP Montage of the wedding. 'l/i}> j 3/ ·

in parking lot, helicopter next to it. A few OFFICERS and CUSTOMS MEN search it.

a tough, experienced, salt-of-t e-earth DEA agent, paces the room, chewing on his habitual c gar. The air is heavy with its smoke. Sanchez sits, calm, alm st bored,\_ at a table. Hawkins sits opposite him.JCll,LIFER What's that?Hawkins stares in awe. Kill fer explodes.Sanchez applauds languidly.Muy comico. Very .irhteous. I think 1'11 be hoe 100n. But Killifer lunge• towards him. Hawkins 1teps between them, holdinr Kil lifer et bay.41 EXT. PATIO, LEITER'S HOUSE - BOND DiLLF·wEDDING 41They move in ■ ide. 42 INT, LEITER'S HOUSE DELLA Bq D 42Bond ki11e1 her back. She enly realize ■ ■ he i ■ holdinr the cake knife,1 ■ till in the study and it'a •• to cut the cake, He take ■ the knife from her.open& the door and enters. Leiter ait ■ at his de ■ k in front of his personal computer. There are files, maps, books and diskette& over every 1urface in the room. Pam, a atriking brunette of about thirty, stands abruptly.He hands Pam a ■ ealed envelope, ahe alip1 it into her purse,She nods toward Bond,0 Leiter waves an abstracted hand, Bond moves to open the door for Pam but she brushes paat him, doin1 it ~erself, Bond turn1 to Leiter, rai1e1 an enquirinf eyebrow.Leiter punche ■ a couple of keys on the computer, aita back.Bond ■ it ■, li1hta a ci1arett~.\ BOND Couldn't you extradite him from Central America?n LEITER Not a chance. He•• killed intimidated or bribed half the 1overnment official ■ from here to Chile, There'• only one law down there, Sanchez' Law --Plomo o Plata.The computer "beeps." ICILLIFER barre• into the room without knockin1.He exita. Bond hand• Leiter the cake knife,Leiter leap• to hi• feet, extract, the back-up diac and •lip& it behind a framed photo of Della on the bookcase as he ■ peak,.lure ■•l • 44 CONTINUED:That ahould keep you but for the next few daya, Leiter holds the lure• up.They're not comin1 on ■ i1':, ~: :, ::--\_.~: .... ~, .....:EXT. COAST GUARD H.Q. MARSHALS .P. Is SANCHEZ e1corted to a waitin1 ARMORED VAN by M,P.a. A chain runs from hi• wri ■ ta to hla anklea. JCILLI R pulls up in a CAR, He 1et1 out to watch a,Sanchez 1• ained into the back of the van by TWO MARSHALS, He 1hut1 t e door on all three, There's the SOUND of the van'• rear door beinr locked from intide. He 1et1 into the seat riexi to the D IVER, pick ■ up a shotgun and cradles it in hi• lap. The van ovea out in convoy with TWO MARSHAL CARS, one in front, one ehind. A POLICE HELICOPTER flies overhead. r/1, EXT, PATIO, LEITER HOUSE BOND DELLA LEITER GUESTS dancing. The party is in full wing. Della and Leiter approach Bond, Leiter pull• a mall box out of hi• pocket and hands it to Bond. Bond open• 1 • INSERT - GOLD BUTANE LIGHTER The inscription reads, "JAMES. LOVE ALWAYS, DELLA AND FELIX" DELLA leans in, kia1e1 Bond on the ch ek. He smile• at them.He flicks th• J1rhter. They j mp back•• the flame ■ hoot, up.

You're facing 139 fe ony counts, 936 years, Sanchez. Even one of your godda~ famous illion dollar bribes can't get yo out of this one.

Goddammit, do you hink you're in some banana rep blic? All that scumbag money aint going to do you a bit of good ere!

No way! We'Ye 10t private cell waitin1 for you at uantico. Your boy ■ will hav to fi1ht their way throurh battalion of marine, to ret you ut. And I'll 1oin1 to per ■ onally ■ ee you ret there. ....J,~

The reception 11 et ita noi ■ y, crowded peak. The CAMERA finds Bond, cornered by THREE GIGGL G FEMALE GUESTS. Della, still in her weddinr dresa end hold r a silver cake knife, sails into the 1roup. Extract• Bon,

Della leena in and ki••·· Bond. She'• radiantly happy, very beautiful and ■ lirhtly tip ■ y. There i ■ the ea1e between them of old friend ■•

Double con1ratulations, old buddy, Take your time on the honeymoon. Everythin1'1 okay.

Can't ••• On Duty •• Juat came to ki•• the bride .• Got to 1et back. We're takin1 Sanchez to Quantico thi• afternoon.

BOND SHARXY Champerne cork• and camera fla1he1 the cake. Sharky hand• Leiter a bo

They've been here fo an hour. Probably waitinr to ee who turned up to meet me.

Shit! lt'1 Dario! e'• bad news. Used to be with the ontra1 before they kicked him out. Juat the kind of 1uy Sanchez woul aend,

I.'a lucky? :fit wa11n't for•• you'd be nail• to a wall ~ack ther•.

I uaed to b• an• my pilot flying into the rou;he•t hell-holes in South America, I'm not ;oing to have acme weekend warrior lecturin; m• about pr.of•••i naliam. ·

The blonde ia Truman-Lod1e, Sanchez' financial whizz kid. He'• wanted at home for Jnaider Tradin1 on Wall Street.

The tall one'• Heller. Ex-Green Beret Colonel, Handles Sanchez' security. The Fed• would love to 1et their hands on him too.

Soon a& they figure t I'm still alive, I won't be &af anywhere, My only chance ia to hel you ret Sanchez firat. Besi a, I like the pay.

at the opposite end of the bar takes martini from BARMAN. She looks up. PAM'S POV Lupe leading Bond toward ~he rivate elevator. PAM Puzzlement gradually turns t annoyance. She finishes the martini in one gulp.

(formally Sweet dreams. Mr Bond. She closes the door. sou o of deadbolt lock sliding home. Bond looks around, walks to Q s room. He looks in at the two double beds. Q glances up, puz led. BOND

Yea, new prototype ■• nfrared Tar1et Lock. Sanches •• threatened to ■hoot airliner lf the DEA do an't lay

Everything was set, bu then you aissed Sanchez. Heller panic ed. He told me the deal'• off. I was dea ■ eat if he ever saw ae again. That•• the hank• l got for trying to help hia out

Sanchez baa tripled hi security. We'll never get another ahot at him.

(aar.caatical ly Ho, I'• hi ■ aecreta She takes the wheel•• the tain back ■ off. 253 EXT. ISTHMUS CITY HARBOR - HI T - PILOT BOAT,~ 253 follows-behind the yacht a■ 1 head ■ into port. 254 I

watchinr alertly the road ahe d. INT, REAR OF VAN GUARDS SA CHEZ lookinr bored, yawn,.51 EXT. BRIDGE, FLORIDA ICEYS - VAN 1,/it ' r '' crashes through the temporary ra ling and plunges into the sea. The MARSHAL'S CARS screech to a top. The MARSHALS jump out and run to the shattered railing in ime to see the van disappear. The HELICOPTER hovers some fifty feet above, the NOISE of its rotors all but drowning the pani ked CRIES of the lawmen. 52 INT. VAN - UNDERWATER SANCHEZ RSHALS 7 f,c,;,r- 52 scramble madly trying to open the doors of the van. The water rises around them.sinks lazily in the murky waters.55 EXT. WATER'S SURFACE MARSHALS r/s >'' 55 burst to the surface.appear from out of the deep, on an underwater sled. Two of the1 leave it and swim to the van which has settled into the silt. 57 INT. VAN - UNDERWATER SANCHEZ 11 FROGMAN 9/t'if'{ 57 swims through the open door of the van. He puts an extra mouthpiece from his regulator into Sanchez's mouth. Then, usin boltcutters, severs the chain holding Sanchez to the van.pulls Killifer from the cab of the van. Like Sanchez, Killifer is given the frogman's extra mouthpiece. \ )39A EXT. WATERtS SURFAC'E POLICE HELICOPTER 59 hovers above, pull in& MARSHALLS from the water with alinf. 60 EXT. LEITER HOUSE - NIGHT LEITER ELLA BOND d,5 60 Bond la the laat to leave Della an¥/ ~ei ter accompany him to hi• car. They're from the champagne. Bond rive• Delle a lon1 hur, Her lease ■ her, turn• to Leiter, holds out hi• hand, Leiter takea i• hand and hur• Bond affectionately. Della aweepa up e akirt ■ of her weddin1 dress. She' ■ •bed her shoe ■•Both men look et one another in ld surmi1e. Della extends one pretty lei to reveal her weddin1 carter. She alip1 it off,He take• the 1arter, 1tudie• hi two friend,, leurhinr toaether, for a moment. Then drive• away Della and Leiter watch him ro.They berin to w.alk .back to the ou1e,They come to th• door. Leiter topa Della.He bends down and picka her up. She 1i1rle1 happily•• he· carries her acro1a the threahol Ito the patio stands open.Leiter swings Della into the room The laugh catches in her throat as she sees PEREZ and BRAU standing by the bed. Leiter sees the cold faces and the drawn guns. He sets Della on her feet, pushes her behind him.Dario, sawed-off shotgun in hand, comes throu~h the door behind him, brings the butt of the shotg n down on his head, Della screams and covers her face with er hands. Leiter slumps to his knees. 62 EXT. OCEAN EXOTICA WAREHOUSE - NI HT el i ),,. 62 The Warehouse is a two-story cla oard building on a pier which \,~~) juts out ~roman isolated part o the harbor. 63 INT. OFFICE, OCEAN EXOTICA WAREH SANCHEZ f,. 7 63 sits behind the desk in Milford rest's office. MILFORD KREST enters. He is a burly bully wit the florid complexion of the hard drinker. He distributes dr gs to the East Coast and the Caribbean from his warehouse •

CAUTION. BRIDGE UNDER REPAIR. A twenty foot section of railing has been replaced by a temporary wooden one.

smashes the butt of his shot gun nto the driver's temple. The driver slumps. Xillifer grabs t steering wheel and yanks it hard to the right.

help Sanchez end Killifer onto the underwater &led. sled disappear into the deeper blue.

Ready to go? We got t e batteries recharged in the sub. It'll take you to the 12 mile lim t then a fast boat to Cuba. Yo '11 be there for breakfast.

And what about Killifer Having a cop here is nuts. Le me deep six him, \

draw& run from shoulder holster of unconscious HOOD Bond hit at the table. Run1 to hole in the wall.

He doesn't work like that. You better watch your ■ elf~ rirlie. I've known him a lonr: time. I've aeen a lot of Girl• l~ke you come and 10 --

It's just a Manta Ray. Get the probe back in. We hav to start loading.

I t CONTINUED:Sanchez(he smile Hey amigo, why fighting? Don't I treat you go Krest nods wordlessly. SANqiEZ (gestures toward the door) f Get the cop. 1Two million. iAll in twenties. Very heavy, b~t difficult to trace. ~j KILlfIFER Smart. i SANqHEZ Be ready tomo;row. I'll have someone pick ou up. (turns t Krest) Where's Lupe? ~-She's on the boat. :;After what you d d to that ruy on the island?He exi ta. J -'/ qf~l- f0r 64 INT. WABEHOUSE LEITER BRAUN Y{3 () f '6'3 / y/ ~o .~ . The warehouae contain• • of 1ea- ■ hell1, rowa of ·/ transparent l h l l l tank• h ldinf myriad varieties of rare f ishfi, ;,.t and a tank of red fiah. network of tranaparent tubing from a giant magrot incubator t the tank• 1erve1 a1 an automated I feedinr aystem. The UNDER ATER SLED, Sanchez used in his escape, rest& on wooden bl ck1 near a aide wall. I Leiter 1tand1 amon1 the fi h tanks, blindfolded, flanked by Perez and Braun. There 1• a trapdoor in the floor. The SOUND of a big fish swimminr in he tank below can be heard through the floorboard,. Overhead, a rope with a hook at one end passea through a pulley i the ceilinf. The light from the 1urroundin1 tank• 11 rree and 1ho1tly. SANCHEZ, KREST, KlLLIFER d DARIO come down the atair1 from the office •• Dario pull• e blindfold from Leiter•• eyes. He blinks 1rogrily. Hi• eye foeu1 on Sanchez; who breaka into a amile. Where'•(to hi1 me Hey boya, you I her a nice honeymoon? Leiter lun1e1 at Sanchez. • other• reatrain him. He ·1tru11tea in fruatrated f SANC I went you to w. Thi• 1• nothinf per1onal. Perez 1rab1 Leiter'• bound hand• and tie ■ one end of the pulley rope around them. • pull ■ on the rope. Leiter'& arms are hauled above hia head.64 aJNTl1VED: Perez and Braun picJr. up a aide isjv..,·r- ef>I of beef from the floor end jabthe owrhead hook into ita ha tring. Dario opena the trapmor. Leiter looks down. There i1 movement in the water bel.-. He looka. up see• Kil 11 er et ed1e of 1roup.Peres and Braun throw the beef in. It acta aa a co,mterwei1ht, pullin1 Leiter pinto the air over the open trapdoor. In the water below e can••• aharka attackin1 the beef. The rope jerka each tim the aide of beef ia hit. Leiter ainka toward the water ith every bite out of the meat.Leit•r bas aunk ■o far that h feet are touchinr the water.Leiter feel• the tenaion oft aleckeninr.Leiter fall• into the churnin water. Whet i• left of the aide of .beef co■•• up throuch he trapdoor, hure bite• ripped out of it. Leiter'• body jer with the impact of the aherk&, He SCREAMS. Sanchez 1lance1 i to the water. Killifer, sickened at the aiaht ruahea f 011 the room.

Senors, welcome You all know Mr. Truman-Lodge, ad this is my head cf security, Co. Heller.

This is a histo ic moment. East meets West. Dr g dealers cf the world unite.

Asia is a new m rket for us. Mr Truman-Lodge, h re, my financial genius, will tel you how we can all become bill onaires ten times over. But I wa t to tell you something else. In this business there is a lot f cash. And a lot of people w th their hands out.

A bank, e rambl nr casino, en airline concesa on -- Why1 Simple. lt'a e sier for politicians to eke silver then ••

,tares around him•• he 1•t•· the taxi. Several POLICE CARS are parked in the white There i ■ a CLUSTER of COPS et the· entrance.

filled with PASSENGERS and t ~Ii,\_ lur1are, backed up in huge line• in front of the boardi r 1ate1. Every male passenrer is beinc thorourhly 1crutinized board!nf. PLAINCLOTHES MEN end UNIFORMED COPS are ever It'• evident that a ma1aive manhunt ia under way lBond hands it over. A POLickMAN steps up next to her, looking over her shoulder at the pa port.The Agent hands Bond his pas port, looks down at the seating chart.She looks up. Bond has vani 67 EXT. LEITER HOUSE - DAY BON ~,s 67 rings Felix's front doorbell A taxi is pulling away from the curb. SOUND OF RINGING PHON from inside the house. Bond tries the front door. It opens. T phone STOPS RINGING. 68 INT. BEDROOM, LEITER HOUSE '7 /,1 J1t '.~~,~- 68 The curtains still blow into t Bond pushes open the door cautiously. He stares at DELLA lies across it, still in her wedding dress. S has been stabbed. Bond is stunned. He simply can't belie e it. He touches her neck, feeling for a pulse. Della? His face sets in grief.The door crashes open. Bond ent rs. He takes in the wrecked desk, the ransacked drawers and o.okshelves, the bloodstained carpet. He follows the blood to the leather couch. Felix lies on it, wrapped in a rubber sheet. A note is pinned to the sheet. Bond snatches it up. j l 69 CONTINUED:r that ate him."· He flings it away, bend• down, pulls away the rubber sheet, The sight sickens him. He turn• hia bee a1ide, look• up at his friend'• face, cradle• hi ■ head. Fel x'a hair ia wet. There is a faint exhalation from the lipa. B nda feel1 Felix'• neck for a pul1e. The lip ■ move. tDella? Bond 1trurgle1 for control, The PHO E STARTS TO RING AGAIN, Bond atanda abruptly, pull• the phon from the wreckare, answers it.pullinr away, it• emerrency lirht1 1/2,(The police let him throufh, He joi Bond and Raamu11en, who is just puttinr away hla notepad.so~m Iie'f-. going stra.i ht into surgery. !..e~t l~g•e; 90:1e e1ow the knee. He's lost a lot f . ,lood. They maybe able to sa e the arm.\"--~)He exits.~AWKINS appears in the doo\_ ay.\_ Be's bee:l -:.:.pall n!;ht, red-eyE a..--id tired • .- JU• face is se in a hard, angry line. He catc~es Bond'.• ,eye and moves to the w,indow, away from Sha:rky a.:lc. Lelte: -1-.. ,,: ~-:Sanchez has vanis ed, got all of Leiter's tiles. od only knows what's in t1e1t.I \EAWt: NS Let !t go, Com ander. We've been c::a!lec. otf. •Bond turns and heads for the door, taking a last glance towa~d Leiter.:rawkins :coks at :So~d, ·s face hardens. · Sharky joins Bone, then t:iey exit.hearing, Let's goThis is the ast place in the Keys. We'll have t try Miami next.Stay here. !N'l'i~- KREST I S OFF!CE, WAREH USE - DAY t:!L!.!FER KRESTKeep out o sight. DELETE 1e 7S s~aneing at the door o! t.e warehouse as GUARD opens h~ncs him his business ca c and breezes past.Bond look• di•traurht.KREST come up behind Bond, jerk• hi• head at ruard, who moves away. Bond turn ■• Kreat mile• coldly.He points to AUTOMATIC FEE ING SYSTEM. Bond 1lance1 around the room, spots the UNDERWATER SLED up on block ■ in the back.krest moves to the tanks of red fish.He turn ■ from the tank• of d fiah. But bond hat rone. Kre1t swinrs around. Bond 1• ■ tan inf in front of the Underwater Sled.No.78 CONTINUED: The Guard come ■ back into t e room with a rifle. Krest indicates the door. Bond m ve ■ ■ lowly toward it.Bond'• eye is drawn to a fla h of white in a pile of sweepings on the floor. In amonr the uat i ■ the white roae Leiter wore to hi ■ weddinr, its petals uised, the ailver foil ■ till wrapped around ita ■ tem. B d pause ■ at the door.Krest ■ lama the door on Bond Kreat turn ■ to the Guard, jerking his thumb toward the Underwa er Sled.

The Ambulance ■ iren WAILS a ■ the amb lance leave, the house. The CORONER han11 up the telephone, ick1 up hi• bar, RASMUSSEN, a heavy-1et, hard-boiled city cop interviews Bond, In B,G, FORENSIC MEN ro over the blood taina and pack the rubber sheet in a plaatic bef, Sharky app ar1 at the doorway. He'1 Just 10tten up, hi• face i• un1have • The police hold him beck as he atrain1 to look into the 1ham lea\_ of Felix'• study,

You can het it 1 s a chainsaw. Colombians love o use em on informers. Hell they •ell more ~e~e than in who e of o:egon.

bed. ~ubes r~n from Leite 1 s arm and nose. Mach!nes monito:- his p:-ogress. He's uncons ious. Sharky looks he~ef~lly at Bond, who shakes his bead. Doctor turns ~o leav,

I wish! could b more hc;;peful . We'll just have o wait and see.

1:! ! l i ~e:- c:.~c ~w~ cunrdF a .i :n the o~~ice plaring c~:-d~. The:-e' ~ t!!E- SClUN:; o: i:?1oci: · nc f:-orr. th~ frnr~ ~f the wa:-P.hou~e. O:le ci t~!e ~.:ards takes h:. :-! f le, goes through the door. ~rest ~!Oe$ tc ~c::ow, -~~ns tc :!l!!~e~ at the cioo::-.

Unive::-sal !:-:pc::- .. s:, M&rine Br&ncr.. We've been.ret ·ned by the Aquarium Department of e Regent:s Park Zoo to a~:a:Je shi ent of a Cha::-cha=adon c rcharias.

You can ■ ee, we o purely reaearch now. Project to feed the Third World. We feed argot to our special breed of 1enetically engineered fiah.

Sorry, no visitors th s week, they are on a private medi ation retreat.

The CAMERA rocka with the mo boat under a pier as it close ■ on the warehou1e dock. BOND and SHARKY are in a RUBBER DINGY driftin• under the pier Suddenly, two of the old tires that form a line of bumpers a onr the dock awinr part. The UNDERWATER SLED ■ lidea silent y out from underneath the dock, They duck down as it 1lide1 p at them. The ■ ilhouettea of three divera can be aeen inaide. B nd apota the name "Wavekre1t" just before it 1ubmer1e1. Sharky tin11 the dinry to the dock. Bond part& the tires with a 1aff r vealinr a tunnel under the dock,

me the creep ■• EXT. BENEATH WAREHOUSE DOCK - THE WATER ~UxY'S DINGY 1lides throurh the tunnel and b mp ■ arainat a landinr platform under the dock. BOND jumps ont the landinf. He atick ■ the raff throu1h hi1 belt. Sharky ie ■ the dinry to a pilin1. DELETE . , ....

has hi ■ feet up on the deak. He and another ruard ■ moke cirars, the air 11 heavy, SECOND GU comea into the room,

Mr, Kreat aaid to ready. He'll ■ end the Sub-back i three hours to pick you up.

is aeparated from the access stai way by a hinre.d, atainle&a steel mesh 4bout three feet long y twenty feet, just above the water level. He rinrerly steps o to the mesh and walks carefully toward the stairway. J st a1 he reaches the 1tairway, the mesh screen ia hit a mighty b ow from underneath. Bond pitches forward and manages to 1r b the atairca1e railin1 with one hand. He look• down. BOND•S POV The three tier• of razor sharp t th in the rapinr jaw• of a rreat white ahark. The blunt, u ly head of the ahark ainka back below the 1urface.84-85 DELETE t\_:.: ·~ ~,.r,,) INT. WAREHOUSE BOND t:tl , rt v moves amonr the fiah tank. One ank looka empty. The base of the table supportinf it 1eem& au picioualy thick. Bond reaches into the tank to 1hift the aand, Hia arm i ■ not lonr enough. He use ■ the crowbar. A MORAY EE lun1e1 out from behind the rocka. It ■ jaws crunch down on he raff almost jerking Bond into the tank. He leta 10 of i and stare ■ with ama~ed respect as the Moray snapa it in half. MAGGOT INCUBATOB Four feet wide, ei1ht feet lon1 Bond examine• it, A high denaity light heata the interio, Bond operate ■ the control ■• The tray roll• out revealinr a eavinr bed of white ma110t1. On the aide of the incubator a the moatat reai ■ tera the sudden drop in temperature. ./ INT. OFFICE, WAREHOUSE - XILLIF R TWOeb~Ax,s CONTROL !OARD

Sharky react• to the sudden eppe ranee of the shark. Bond climbs the atraight ladder to the floor of the warehouse, and uses the 1aff to force the trap door ther.

red li1ht fla1he1 on it. The c 1ar-amokinr ruard notices it, 1ets up, roea out.

From the doorway of the terminal FALLON, a lean middle-aged Englishman, watches Bond'• arrivaL with inte~f.e interest,

plun1e• hi• hand int the 1eethin1 masa of maggots, 1ri ■ ece1, feels around in the ■ and at th bottom of the incubator. His hand encounter• something. He brushea the ma11ot1 aaide revealinr a plastic ba1 full white powder - unmistakably cocaine. Bond freezes aa a In ia jammed into the amall of his back.He lean• in, take ■ Bond'• ru from him.Bond pull• hi• hand out and hrowa e handful of ma11ot1 into the 1uard'1 face. The 1uard fli chea. Bond ehopa hi• run away, punches him in the 1ut and flips him over hia ■ boulder into the ma11ot bed, Bond'• gun 1pi away and clatters under the tanks. Maggots fly like popcorn. . nd hits the CLOSE button. The ruard disappear• into the iiubator. Bond move• toward hi1 1un. WAREHOUSE FLOOR A rifle bullet splinter• th~ floor at BOND'S FEET before he can retrieve hi1 run. Re dive, for cover under a tank.shattering the tank. BONO is drenched. He rolls under another tank. The guard fires aga • A game of cat and mouse ensues as the guard stalks Bond a ong the tanks.

Hear the SOUND of gunfire. ties his dory up at the loading platform, takes his GAFF and ingerly steps on to the stainless steel mesh. 90 INT. WAREHOUSE GUARD r(,,f ,ti/ ,l~f ~1-..~/,1,9.: has momentarily lost sight ond. He climbs up on to the overhead walkway above the s to get a better look. BOND lets the guard get almost on op of him, then stands and sweeps his feet out from under him. The Guard plunges into the Electric Eel tank. His body ·umps and jerks as the eels shock him. Bond clambers to his f et. ICILLIFERl O. S. Freeze.Bond moves toward the trap~oor. The trapdoor is between them. The hook on the end of the/rope hangs on a bar from one of the posts supporting the roof. :Bond opens the trapdoor. JCillifer sets his suitcase down. He walks up to Bond. The open trapdoor looms between them. Bond looks down. The shafks thresh below him in the water. j90 CONTINUED:The trapdoor behind Killifer ppen1. He 1win1s around. Sharky peer• throu1h the open trapdo!Or• Bond ,araba the heavy hook off the po ■ t end awin11 it at Ki~lifer. It hit ■ him aolidly in the heed, knockin1 him to hia kn•e•. Hi• 1un clatter• to the floor, Kil lifer dives after it. Bo~d kicks him backward into the open trapdoor. Kil lifer manare• ~o 1rab the ed1e' and hold on for dear life. Bond aove1 toward him.(noddin1 towatd 1uitca1e) ! The money -- I'll •plit it with you. IBOND l No, I think you ahould have it a 11, I UHing both hand• Bond 1lin11i the 1uitca1e at Kil lifer. He puts up hi• hand ■ to catch the auatca,e. The weiJht of the case force ■ him to fall throu1h the trapdoor into the water below, It churna with the ma11ive movement of the aherk, Killifer SCREAMS. The 1uitca1e. exp'l~•• into the ·bloody water, scatterinf money everywhere.; Sharky come• over to the open trap. Bond retrieve• hi• ,un. Sharky peer• down into the shark pen. Xillifer haa di~appeared beneath the aurface.91-94 DELETE \f,J .\_!tt,<-·., ~t) 91-94

walkin1 paat a aeri•• of decorativ fetewaya with the names of individual boat1 on archea at t~p. EXT, BOAT DOCK - POV SHOT rl(~ Someone watchea Bond enter Sharky' rate and walk down the renpey to the boat.SHARKY i The Wavekreat ia a bi• marine research veaael, owneid by Milton Kreat. They're coll~ctinr 1pecimen1 off Coy So~ Bank. Take ua, maybe, aix houra/to 1et there.97 EXT. MALLORY SQUARE TOURlST BOND 97 in crowd. ANOTHER ANGLE - POV SHOT Bond start ■ to croa1 atreet. The CAMERA movea after him. ~ ''-.~-.~·· ANOTHEi ANGLE - BOND atopa auddenly, turna. HA NS ■ tep• up to him.He falla· in beside Bond. e CAMERA moves with them,. thia country.97A EXT. HEl11NGWAY HOUSE BOND AND HA INS 97A stop in front of the walled rarde of the house, Hawkins turns. suddenly harsh and un1ympathetic. lTWO .FIT HANDSOHE MEN in blue auit• come up behind Bond in such a way that fli1ht la impo1aible. Fr'om a church aomewhere in the distance, a LONE BELL TOLLS. . ·Bond looka at the airn on ,the rat ► which read• .. HISTORICAL MONUMENT HEMINGWAY HOUSE CLOSED!'. Above the rate ia a ■ tone buat of Ernest Heminpay. Bond eptera. The two men follow him. 98 EXT. GARDEN, HEMINGWAY'S HOUSE T~O MEN BOND <(tcf 9898A EXT, BALCONY HEMINGWAY HOUSE TW~ MEN AND BOND q/2,.y' walk out on to it. Bond notices 1a SNIPER on a li1hthouee like TOWER across the atreet, hi• weapon trained on Bond. The !HIRD MAN ■ tend• at the balcony railinj hi• back to Bond, Sir?~-I havefi'~ finiah~d here, air.their mesa. Le~ them•clear it up.M eye1 him coldly, 1 Thi• ian•t"• counlry club, double 0 seven. Bondi ■ 11lent.Effective immedla,ly, your \ license to kill l revoked. I need hardly remind you hat you are still bound by the 1 0fficial1 Secret ■ Act. And' require you surrender your wea on ·now. He hold• out hi• hand. Bond doe1n't react. He ■ en••• the two arenta clo1in1 in behind hi ■.\ There 1• tenaion in the air. Then Bond ahru11, reach•• for\hla run, /,,,.--...\_ BOND \ ( \, i I cueaa it'a farew.11 to arms.As tht aen behind relax thei~ (\lard, Bond whirl, on them. He catch• one under the chin wi~h hi• elbow and kicks the other in the aut- They 10 down. Bondl'1prin1• off the balcony ju1t as the saiper fires, mi1ain1 him but splinterin1 the railinr where he st.d. One of the A1ent1 tru11le1 to hi• feet and draws his weapca juat as Bond reta tote 1ate. Outside a tourlat bus pas••· M ■ taya hi• hand.M •t•e• after Bond.a stwl-hulled 150 foot, ocean-10 r workinr ship, anchored in a deserted cove of Coy Sol Bank. I looks to be a serious research vessel. DIVE BOATS, TWO ATAM.ARANS and DIVING FLAGS are Mt around her. SHARKY•s FIS NG BOAT trolls by. EXT. IHARKY'S BOAT SHAIUCY BOND 100 watc•• the activity on the Wavekr at through field 1la11es.handa the field 1laaaea to Sharky.EXT. mRIDGE, WAVEKREST - KRES1 103 on the brid1e with CREWMEN aeis ·Lupe lookin1 out at the fishing boat. , lCREST (annoyed) Get the bimbo below before she start ■ wavin1. ,And keep thoae fishermen away.

Look, you're in over yo~r head, Thi• i ■ where it enda, ~ommander.

You were auppo1ed to b in Iatanbul laat ni1ht. I'm efrei thia unfortunate Leiter bua neaa ha• clouded your jud1ement You have a job to do. I expect y u to be on a plane thi1 afternoon.

Th111 private ven etta of your, could easily com romi1e Her Majesty'• 1overn nt. Now you have an a11i1nment. I expect you to do it objectively an profe•aionally.

on the eft deck of the Wavekreat. A RACK of SPEAR GUNS in the BACKGIOUND. LUPE aita nearby pain in1 her toenails. She looks up toward Bond'• boat.

Well, well. The firl Sa left behind and the man from ware.houae.

He jerks his head toward the• ern. Sharky looks back. About 20 yards behind the boat i1 t anake-like head of a ,mall periscope, As he watche1, it iaappeara beneat; ;;; waves,

f)j 105 O Reflections from the anchor 11 hta and the fully lit 1taterooms dance on the water.

peerinr throurh window of Owne '• Cabin, a lar1e, beautifully furnished bedroom/1tateroom wi ha door openin1 onto the rear deck. LUPE i1 curled up in fro t of the VCR watchinr an old movie. INT. BRIDGE, WAVEKJlEST TWO CREWMEN notice a blip onar.

The water ■ are dark, murky, Suddenly they explode into brilliant white licht. SENTINEL, an exploratory probe for underwater surveillance, patrol• the ocean floor. The eye of ita mercileas aearchli1ht illuminate ■ everythinr, Jt i ■ four feet lonr and three feet wide, it• l'Uidanee ayatem, aearchlirht and t.v. camera are powered by an umbiUcal lifeline ■ pooling back to the yacht. Atop it i• a water ti1ht ■ torare compartment and the periscope Bond had ■ een earlier that day, 109 lNT, OWNER'S CABIN, WAVEKREST KREST in hi& usual state of semi-drunke ne11, enter,. Lupe ignores him. He 1its beside her.(diaruated) f You're borracho. Go tq bed. iShe ■ talk ■ to the door openin1;1t. He come cloae to her.A CREWMAN poke• hi ■ head round the open door. Kre ■ t immediately take• a atep back from her. ' CREWMAN fl Mr JCreat. ,,,,---.....,, (,)CREWMAN fl Sentinel's picking up omething large on its t.v. cam a, sir. Perhaps you should lo at it. Xrest heaves himself up from the couch.

Hey what are you ■ o 1tuck up for? He fixed that phoney.beauty conteat you won. , I •

The probe passes a coral outcrop. 111 EXT. BRIDGE, WAVEKREST - JCREST CREWMAN lll Krest scowls at INSERT SCREEN A winged black mass swims slowly long the bottom. ANOTHER ANGLE

rises out of sand. It is BOND in scuba gear. The wings of the "ray".are fashioned from a dark grey tarp and two of Sharky's fishing poles, bent in a loop. Bond drops his camouflage and swims after the Sentinel. llJ EXT. UNDERWATER BOND SENTINEL PROBE 113 heads back toward the Wavekrest. Bond grabs onto it and hitchef a ride to ·the ·yacht. The HATCH DOORS in the hull of the Wavekrest open to receive it.

winches the probe out of the water He closes the hull door and leans over to make sure it's s ug. Bond thrusts his fist out of the water knocking him col Bond climbs out of the water, lifts the Probe Operator b the shoulders and looks around for somewhere to stow him. Sees decompression chamber. 114 CONTINUED:

The CAMERA 1hf Bond throurh the Crew' ■ Quarter• and up follow ■ another deck to the Staterooms. He pause• et a door. Ornate "'"f' 115 letterinr identifies l t as the NER'S SUITE. He tries it. It'• locked. He pull• out hi• ife and alipa it between the door and the jamb. INT. WELL AREA, WAVEKREST THREE cR1l~EN The Probe Operator lie• on the f or. TWO CREWMEN load the blue cubes from the decompression cha into the Sentinel, Another Crewman speaks into the wall pho

succeeds in 1ettin1 the door ope , alipa i~t~f 1~ !idea noiselessly across the darkened oom. Someone lies asleep face down in the double bed. Bond 1r bathe lon1 hair, pulls the aleeper over. He hold• his knif to the exposed throat, his hand cover• the mouth.LUPE ■ tare ■ up at him with terr fied wide eye ■ ,She reeornize ■ him, He' ■ momentarily thrown. She nod ■, He move• hi ■ hand.Next door. He rave e hia cabin.() You're hi ■··-·--···/There' ■a KNOCK on the door. Bo d pull her to her feet. She 1raba the robe from the foot of er bed and hold it a1ain1t her body :a• he pushes her to the do r. He atands behind her 1rippin1 her wriat. The knife 1 inta in the darkneaa.She rlances back toward Bond. He nods as he 1trengthens his grip on her. She unlocks the door an~ speaks to Kreat through the crack. Outside KREST stands wit~ two HEAVILY ARMED MEN.Kre&t leer& et her.t e SOUND of a motorboat approachinr. Bond look ■ down L e' ■ naked beck, he aees the mark ■ from Sanchez' whip.j She 1hut1 the door. Bond alide the bolt home.He propel• her to the porthole aa the SOUND OF THE BOAT comes closer. She atrur1lea into her robe. They look out. EXT. DECK, WAVEKREST - DAWN - SHARKY' BOAT DIVER"q CLIVE118A INT, OWNER'S CABIN BOND AND LUPI 118A ■ tare in aickened horror. She moan ■, e puta hi ■ arm around her ahouldera, turn• her head away, EXT, DECK, WAVEKREST - DAWN DIVERS T CLit.~ waves to Krest.Everyone on deck.bur ■ ta into loud lau1ht r. There'• the SOUND of a plane in the morninr aky, Kre ■ t loo a toward it. 1:20 EXT, XREST'S POV 120 The aeaplane approache1 them,

Sharky'a boat ia brourht alonrside. everal of Kreat' ■ SCUBA DIVERS are on it. The "catch" hanr ■ ver the 1tern from the net boom. Two larre ■ hark• are auspended by their tail ■• In between them SHARKY han11 by hi• feet, dead.

1rab1 her. Hi• face ia • cold ■aak.He croaaea to the door leadin1 to he rear deck and opens it,• to 1tep on deck. He rai1e1 hia a a in surrender aa Bond levels the spear run at him.He fir••• Hia apeer embeds itself in the center of Clive'• cheat. There 1• the SICKENING SOU D of a muffled explosion. Clive topple• overboard.look• ove.r .rail down toward BOND. Recornition fills his face. Crewmen apot Bond, pull runa end fire at him. lond dives overboard to ••cape atill clutchin1 the HARPOON GUN.{ \ guns at the reedy, wait for Bond to surfe e. /---..\_,\_.

~ow in Clive's scuba gear, makes l~st adjustment to shoulder strap and swims away. CLIVE'& body sinks toward the bottom.she comes up behind Krest:One of the crewmen escorts Lupe away. Another Crewmen looks up Jrom his scrutiny of the water. CREWMAN tl2 Mr. Krest. That guy must've drowned.Krest stomps off to the bridge.Below him, the TWO CATAMARAKS start up 'n search of Bond.sees SENTINEL leave from the well area. As it passes him, he reaches out and crabs the umbilical. He pulls himself hand over hand alonr it as the Sentinel carries him away from the yacht. 130 EXT. covE - DAY Two CATAMARANSnl 130 pass backwards and~forwards across the c e look •~.forl)J lo'Lno.- ,\ In each catamaran ere TWO ARMED MEN and SCUBA DIVER, holding a CO2 powered spear 1un. Each Catamaran ows another DIVER behind it, their feces down in the water, Jearching for Bond. 131 EXT. NEAR SHORE - SEAPLANE TWO ROUGH-LOO.;NG PILOTS q;II 131 stand on the floats of the plane, waiting

looks up as he hears the SOUND of one of the Catamaran's engines on the surface above him. Bond lets go of the line and swims under a coral overhang. The shape of the Catamaran's hull passes overhead, followed by the diver. He seems to look in Bond's direction. Bond presses himself back as far as he can under the coral.

partially surfaced beside the ane. One of the pilots gets down into the water and opens t e storage compartment. He starts handing the blue plastic wrapped cubes to the other pilot, who loads them in the pl ne.

in the water indicates that they should go back over a certain area. He's sure he's seen Bond. The Catamaran turns. EXT. SEA PLANE - SENTINEL PI TS (/j f, unload CLEAR PLASTIC BAGS OF OCAINE from irlside the plane and pack them into Sentinel's sto age compartment.

hears Sentinel's en9ine approaching, swims out from the coral and grabs the umbilical. He pulls himself along the cable to the probe. He opens the storage compartment. It is filled with bags of cocaine. The probe's periscope turns pointing its lens at him.

looking at the television Sees Bond underwater with the cocaine. Mr XrestJ Krest spins round, looks in horr rat the image on the screen. Bond is slashing the bags with h s knife.

rips at the· plastic bags. The water around him is cloudy with white powder.

rushes to the railing, points t the white trail of powder on the surface of the cove, yells t the Catamaran crew,

is brought to the surface. Bon heaves the remainder of the cocaine into the water. THE DIERS on the catamarans approach, Seeing them, Bond dives under e wate;:..,-;----· >:. .-.-- 142 EXT. UNDERWATER - BONO FOUR DIVERS /,.,.1~ '$ f, /4 ; ,, . 1 l •fi overtake Bond. One of them cuts his~i'r-hose. Bond rips the diver's face mask away. The diver struggles frantically to the surface. A second diver latches onto Bond's tanks, holding him. Bond releases the waist strap, slips free of the tanks. The third diver, armed with a speargun, looms up behind him. He gets Bond in a choke-hold with the gun. The fourth diver moves in for the kill. Out of the corner of his eye, Bond sees what appears to be a CATAMARAN passing overhead on the surface. With the last of his strength he gets his finger around the trigger and fires the harpoon of the CO2 gun into one of the twin hulls. INSERT - THE HARPOON embeds itself in the HULL, the line stretches. BONO holding on to the gun, is wrenched out of the diver's grip toward the surface.

The surface rushes toward him. The water gives way to air. Bond sees the line stretching ahead of him toward the harpoon. It's embedded in the float of the SEAPLANE which is taking off,

He rolls on the water, sending up spray as a screen between himself end the catamarans. The lane gathers speed, Bond winds the iine around the butt of the spear gun. As he comes abreast the plane, he e~ecutes a lassie waterskiing maneuver by &winging wide, then swooping i close. He flings himself at the float pylon, bnd clings to it es the plane rises into the air. INT, SEAPLANE PILOTS 146 see Bond as he grasps the leading edge of the wing to stabilize himself. Co-pilot pulls gun. Bond ducks,. ....... --under wing. 147 EXT. SEAPLANE CO-PILOT ,- f/ rJ' ,opens the door of the plane and leanf~ to shoot Bond, He looks under the plane. Bond is not the .·. 148 INT. SEAPLANE CO-PILOT l smiles, figuring Bond has fallen off. He turns to tell PILOT. BO~D, who has come through the rear emergency hatch b~hind the pilot's door, knocks the co-pilot out the door. EXT. SEAPLA~E COPILOT ,. \ 0 outside the plane clinging desperately to the door.plunges kicking and screaming to his death holding the door. INT. SEAPLA~E BOXD PILOT banks the plane sharply, throwing Bond through co-pilot's door. He saves himself by rrebbinr the door jamb and managing to get a toe-hold on the door frame. The pilot seeinf him about to re-enter plane, does a barrel roll.his hands round Bond's throat. Bond claws one of the blue plastic-wrapped cubes free of the cargo webbing and hammers the pilot over the head with it. He slumps. The cube bursts on impact. The cockpit is suddenly filled with twenty-dollar bills swirling in the wind. Bond lunges through them to the controls on the co-pilot's side.

(/c;/10 /' . - , . ~:?> 144 is pulled behind it as it accelerates.( He manages -co get to his feet so that he is waterskiing bare.toot behind it.

hanging on for dear life in the door of the plane. rights itself, Bond throws himself at the pilot.

watching as SEA.PLANE approach low. i;,o ti The plane buzzes thet!Q,1 154 The door opens. The PILOT is ushed out. f/i ~

yacht. Reflexively, Krest an his men hit the deck. They look up. EXT. SEAPIANE

splashes into the water a fe yards from t~: yach1! KREST and his MEN stare incredulously she resurfaces, slightly more dead than alive. q/ 1 15.5 156 EXT. CASINO, ISTHMUS CITY - ANNA RACK f/1, f ,,. , ,~ A• ).\_) standing at the entrance fac s the CNN television camera~· In the BACXGROUNO Limousines un oad GUESTS in evening clothes. SANCHEZ and LUPE alight from one, begin walking to the casino.She turns as Sanchez, Lupe n his arm, approaches. Immediately behind him is HELLER, an Am rican, a former Green Beret colonel at the head of PHALANX OF B OYGUARDS. Anna Rack steps up to them, microphone extended. The CAMERA CREW follow.Sanchez turns toward the te evision camera. 156 CONTINUED:In the BACKGROUND with atate fla1• flyin1 and a MOTORCYCLE ESCORT front of the Casino. Sanchez turns. Excuse rreet my 1ue1t1. The Camera Crew are pushed aside by MILITARY POLICE. Sanchez goes to the curb, embraces PRESIDENT HECTOR LOPEZ a& he steps from the limousine. Anna eek recovers her composure. INT. HOTEL ROOM - NIGHT - LEVISION ANNA RACK 7\[1,I ,r. <127/fGala Eveninf, )11 ,,/1f\_-4 thi1 i• Anna Rae for CNN New ■ , live from Iathmu City. The CAMERA pull• back. Bo 1tanda atarinr at the TV 1creen. He turns it off. On the be ia a larre suitcase. Strewn about it are empty blue plaatic 11. He open ■ hi• attache ca ■ e on the desk.· The LIGHTER and ARTER from Leiter' ■ weddinr fall out. Bond li1hta a ci1aret e. The flame ■ hoots up. He adjusts it and alip1 it into bi• po ket. Hi• face 11 atony. He detaches the in ■ ide lid of he ca••· Behind it ia hi• Walther PPK. He check ■ it and 1lip t·t into hi• shoulder holater. 157A EXT, LEITER HOUSE - NIGHT ~,// 7 157A sit in their PATROL CAR in of the houae. They're drinking coffee, li1tenin1 to the faint azy SOUND of a ni1ht baseball rame on the RADIO. Yellow poli e tape cordon• off the lawn, is taped over the front door. BOND slips under the police cordon, a rosa the 1ra11 and into the shadow of the house, unnoticed b either cop. 157B INT. STUDY, LEITER HOUSE - NIGHT OND D/111i/, J 1. pushes open the door. Street lig comes through the slats of the venetian blind• across the wi dow. Bond switches on a tiny flashlirht, croaaes to the bookca His flashlight finds the portrait of Della in it1 frame. nd picks it up, slides the disk out from behind the photorra He goes\_to the desk and turns on Felix'• computer. A eeri 1reen light invades the room &oftly as the 1creen li1hts up. B nd inserts the disk, punches keya. INSERT - COMPUTER SCREEN A liat of files come ■ up on the ac een. The curaor ahifts through titles: SANCHEZ U.S. ASSES, SANCHEZ SWIS~ BANK ACCOUNTS, SANCHEZ ISTHMUS ACCOUNT to SANCHEZ INFORMANTS. BOND lit by the rreen rlow. He hit• a INSERT - COMPUTER SCREEN INFORMANTS. Eight names. bas the word: DECEASED next to it. All but the last: BOUVIER: ACTIVE. The cursor flashes on it. Bond punches it up. "LEXI TON CONTACT-- P. BOUVIER, CIA PILOT - FAMILIARITY SANCHEZ OPERA ON, ISTHMUS CITY. PROVIDE MAXIMUM SUPPORT AND PROTECTION. xt meeting: 9:oo pm-Thursday, BARRELHEAD--siHYii--w7i7\_\_\_\_\_\_\_ ----------i-------~----- C?I ,1c

Isthmus City is a itter tonight as Franz Sanchez rrives at a Party that some s is to celebrate his rec nt escape from custody in the u.

Senor Sanchez, Se or Sanchez. You were reeentl described in a leading America newspaper as a drug lord... ·

tinkerin1 on hia immaculate ci1 tte boat.astounded Sportsman.small craft.stands in the doorway. He takes in the seedy decor, the LOW- LIFE CLIENTELE, A BORED STRIPPER performing for no-one in particular. He turns to \he BO CER.The Bouncer jerks hia head towa d the end of the bar where a shadowy fi1ure ait1 alone at~ able. Bond walks over,PAM, the cool brunette from Le ter'a weddin1, looks up at him. Her hair is cau1ht up in a bee -band and she wear• pants and a padded ve ■ t,(Takinr a aeat Sanchez he ■ ell of •lter'• filea. Your name 11 all ov r them. PAM Hell! I knew aomet inr waa wronr. She 1lancea toward the door. / I l ltkeep you·r hands n the table. (to Bond) . How did you 1et ere?The Hoods try to pu•b the r way throurh CROWD to Dario, Some of the CUSTOMERS take except'on. A classic barroom brawl erupts. ,Dario grabs e bottle fro the next table and rai••• lt to hit Pam. Bond hits him with he butt of the Walther. He crashes to the floor...............; Two more Sanchez Hoods re ch them. Bond dispatches both of \./ them. He and Pam are aep rated in the brawlinf mass of people. BOND sees Pam over by the wall She'• beckonin1 to· him.He fi1hta his way over to her, They're hemmed in, with no way out. Pam turna, face ■ th wall and fire ■ her 1hot1un at it, Everyone freeze ■•· There• a 1apinr 4 foot hole in the wall.Bond jumps throurh, She h ld1 Dario andlhi ■ ■en at bay. 161 EXT. DOCK, BARRELHEAD CAFE - CIGARETTE lblT NIGHT BOND 161 beckon• for Pam to come. jump ■ into the boat.160 CONTINUED:A YOUNG WELL-ENDOWED WAITRESS n halter top and akin tight cut- offs, bounces up to the table,The Waitress pops her rum in 1wer and leaves.Bond turn,. DARIO atanda int e doorway with a Sanchez HOOD. The BARTENDER catches hia eye, nod1 toward Bond and Pam. Bond looks toward the rear entrance. THREE NORE SANCHEZ HOODS stand there.Bond ease• the edre of his win breaker ali1htly to reveal the butt of the Walther PPK. She lick ■ her ton,ue derisively, pats her lap. Bond 1eea the 12 rau e 1hot1un, ■ awed off to 12 inche ■, lyinf aero•• her thi1h.Dario arrives at their table wi SANCHEZ HOOD. They ■ it. Dario feirn• affability.R!VIS!D: OCTOBER 13, 1988 EXT~ DOCK, BAftft!tHtAD CA! - C!GA~!TT! BOAT BOND ANO YAM 162 in boat •• DARIO Mppear• above them. He tir•• hitting her in the back. The impact kn ck• her into the boat. Bond draws his r~K. D&rio ducks inaide •• aond rwturn• hi• fire, One ot the HOODS t1rw~ at Jon~ with an Uzi causing a line of bullet hit in eido of hull. Bond shoo a him. He t0pplw ■ into the ~•ter as Bond raoe• for th• open ea.

TWO VICIOUS COLUMBIANS ait at he bar with their backs to the stripper, watchin1 the crowd.

3 i.- m •tir• ehowin; ai;n• of.!' fe. Bond r••=h•• b~~ hef grabbing her arm.Bond look• at her in am ement, Sh• \lnZ!pa her vest. Underneath i• a fleeh-c ored w1l~ camisole, She pull• her vest opon showing the lining.1n;,it on the back ••at,REV!SED: OCTOS!R !3, 1988 164 CONTINUED~The boat'• en;in• •putter•, they are thrown forward, , / 164A !XT • HA DAIIII CIOAl!ETTll II AT . ef2, ,0/,.:1. J.,),..(.1&4B INT. CIOAklTTI COCKPIT. PAM q(t/ at the control•, working t looks I at dial ■ •PAM atep• up .next to him.She look• at· bira etead:lly.\tCONT!NUtD)REV!S~D OCTOetR 13, 1989 i 1&42 CONT!NU!D:j • I /PAM now many on yo\l got?You craz ? Sanchez ha• a whole army pro ectin; him down thare.She step• between th• dawhboarc of the boat. The wind blows her h~1r, S up •t him, a ~winkle in her eye,- plan, t• l have to pay-otf pei:~l• at Iathzn G City Airport •• ,A jc,'u l1ke tha 1• ;o1ng to ~o•t et lGa•t a Hundre .Ninety. Seventy, Bi;hty, p M You·pay the uel? W• u:,c your lCONTINtJED) REVISE~: OCTOB!R 13, 1988 1645 C0NTINU!O:She reaches up and kisee~ him fully on t.he lips to 1u::!al thv burgain. They part. i SONtj . Why·don't you Jw•it ·t11 you're aslted? JShe ki•••• him again, • p~••••• her pas ■ ionately back •iainst the wheel. • 165-167 OMITTED 1!9 INT, MISS.MONEYP!NNY'S 4/i) rrICE - DAY MONEYPENNY M come• o~t ot his office, a aheaf of paper• in his hand.He tilt& hi& head to aee a t4ex on her desk, then picks it up. M f (he reed&) l, "U.S. Immi1retion h~• no reports of double-oh-aeven leeyin1 the United State• aa of fifteef hundred hour ■ today." Who author zed thia?fj ;~/,7 .. ,si}~.l. 'y

roar• out to ••a. Th• Mlestern •kY glow• faintly with the !i;ht from Miami. I · INT. C%GARETTI BOAT BOit) AN~ PAM <ti Ir·. .Jllf:L'J~/2.101,,.

So ycu think yo ••v•d ■Y life. Thia ia a tough bu•in•••• Mi•• Bouvier, I acSvi e you to leave ·it. to profeaaj0nal •

a;ain■ t a blood r•d-pre-eun iee •ky, SOUND or ING%NZ SPUTT~RINQ. The boat ehutt re to. •top.

.ind.\ca1:et e1npty. BONO U• look• toward the ahore, etill irate.

fak• ·u• a couple ct hour• to-drift in. Look, %'•; in; to need your help. % want a o•pl•~• rundoWft on Sanchez• operati n •• ,an4 • privet• ch•rter to I•thm a City. No one mu•t know %'ve l ft.

I did, air, I thoutht you would be worried about, Jame;. rone ff•'• miaain1, f

You know better the# that. He'll be on hi& way to Sench~z. I'm afraid he's 10ne off the d,ep end -- ha• to be ■ topped, I•v, already alerted our man in t•thmua,

CAMERA PANS with it on ita la in1 approach into Iathmua City; It pa11e1 over the harbor and ome• to re,t on a hu1e billboard on the aide of a hotel that h • aeen better days. The billboard ahowa a picture of a amilinr resident Hector Lopez with the le1end: PRESIDENT£ HECTOR LOP Z - PROFITS FOR THE PEOPLE (in Spaniah).

The Beechcraft Baron taxi ■. to a-halt in front of the private Executive Section of the terminal. BOND and PAM step out. Pam la casually dreaaed, ahe wears dark ale••••·170 CONTINUED:

berina to unload a aet of expenaive lu11a1, from Bond'• plane. Bond'• attention i ■ drawn to a GULF STREAM II with the 1010 "ISTHMUS CASINO" painted on ita aide.

A GROUP OF SIX ORIENTAL MEN disembark the jet. They are met by ~ELLER and a youni American Man, WILLIAM TRUMAN-LODGE, a yuppie whose taate in clothes mirrora Wall Street, down to a pair of bright red suspenders. A CUSTOMS OFFICIAL and TWO GOOD-LOOKING HOSTESSES escort the 1roup to a aide entrance and into waiting LIMOUSINES. PAM AND BOND

1reetinr them 1raciou1ly at doo of luxury hotel. The face of SenQr Hector Lopez, el Preaiden e, abound1 on POLITICAL POSTERS plastered everywhere. Security uarda in leather jacket, and baseball caps, carryina pump 1ho run• atand at either end of buildinf,

enter their hotel auite followed b a frock-coated, striped trousered ASSISTANT MANAGER. A·BE LBOY brin11 up the rear, starrerinr under weifht of the lu1 are. Bond 1esturea for him to put them by the wall. The Aaai tant Nana1er present• the suite with one 1raceful movement o hia hand!172 CONTINUED:Pam ilares at him with an exp ession that ■ peaks volumes. She turns to the Assist~nt Manage 1milin1 sweetly and sirns. Bond tip& tho Bellboy, Assistant anager and Bellboy leave.He open ■ the ■ uitee ■ e. Pile• f money fill it to the brim. Pam i■ mesmeriied. Bond hand• her a ■ tack of bill ■•She take ■ the money.172 CONTINUED:He takes another packet of caa from the.caae hands it to her.Pam yanks the caah from his ha head ■ for the door in a huff,The suite door SLAMS as she ea out. EXT, BANCO DE ISTHMUS DOOR GUARDS like those at the hotel, in aaeball capa and pump 1hot1un1. A CHAUFFEUR-driven ROLLS pull ■ up at the entrance. BOND atepa out. The Chauffeur opens th trunk. The doorman snaps hi• fingers, A PORTER with a ha dcart appear, and take& the suitcases from the trunk, H follow• Bond inside. INT. BANCO DE ISTHMUS PORTER q/1>> followinr ~im with ■ uitcasea ow~rd the Manarer'• office~ They pa11 through a marnificent A Deco Lobby into a 1paciou1 office, He hear• aome one• ut to him.Bond look& up to 1ee Sanchez cominr down the stair• towards him. For a moment it look• a1 tho ch Sanchez is callin1 to him, but he soon realize ■ it i ■ ■ omeo e behind Bond. He turn• to aee TRUMAN-LODGE AND ORIENTAL GR UP Bond aaw at the airport cominr into the bank. Sanchez walk peat and rreet ■ them flamboyantly, Bond studies him for a momen , hi• face hardens. The he roe ■ into the manager's office. S nchez eacorta hi ■ 1ue1t1 upstairs. l74A INT. MANAGER'S OFFICE, BANCO DE ISTHMUS MANAGER, BOND 1. j enterinf, The manaaer,Sr. Monto onro, rises. Bond points to the suit cases.leadinr them into~ rrand room where the tredera buy and sell at break-neck speed.Several traders ■ it et comput r consoles makin1 buy and sell transaction• on the leadin1 •1chan1e1.Sanchez laufha et hi1 own jok~. 1ilence, I The oriental• look on in stoney / IShe nods and exit ■•There's a discreet KNOCK at t e door. It opens and Consuela escorts PAM into the room. P m'a appearance has chanred I . dramatically. Her hair is ve y short. She wear• an elegant executive aecretary's suit. he Bank Manager rises, rives a little bow, smiles at Pam. B nd takes a moment to recognize her, He riaes. Pam extends er hand to Senor Montolonro, He kisaea it.Bond recovers faat. -The Senor Montolon10 come• r nd hi ■ deak.175 CONTINUED:

The Bellboy place ■ the case ■ on a ■ tand and hover ■ expectantly for a tip. Bond fiahe1 thro ih hi ■ pocket ■• Findin1 nothing he opens one of the ba1s, the 1 d masks it ■ content ■ from the others in the room. He fiahe out a lar1e bill, tip ■ bell boy.

(almo1t fawni And if I could ask ou to ■ irn the registration cards ••• BOND My executive ■ ecret ry, Miss Kennedy, will take are of that.

We have a cash aurp million a day. Whi throufh our bank to Federal Reserv~. inf credits we can leaitimate inveatme

Thi• i1 our tradin1jroom wired to all of the world'• eadinf financial exchanre• We operate the world' ■ larreat:p~ivate investment fund. N ♦ t only for our own account but for:cu ■ tomera in similar circumatanc ~ who require the anonymity•• ca provide,

rives Bond an inrratiatinf smi e and pats the packets of bills in the auitcase that ait ■ open on his enormous desk, His pretty assistant, Consuela•, atands net to him. Bond is seated opposite.

Of course. Be assu ed we at the Banco de Isthmus ar experienced in handlin1 account• o thia nature.

No problem, Senor B Ed· You have excellent collatera and our choirman al•o own• he Ca•ino.

pull up in a CHAUFFEUR-drive Rolla Royce. The Chauffeur holds the door for them a1 they st pout. Bond i1 in a tuxedo, Pam looks 1tunnin1 in a low-cut venin11own. INT, CASINO - BOND PAM CAS NO MANAGER ?(i<.o come• forward to 1reet Bond nd Pam. The Casino has e Belle Epoque interior, beautiful! appointed, withe HANDSOME, MONlED CLIENTELE.Kennedy. Thia wa. The Salon Prive i1 upstairs He escorts them up a marble atairca&e, DELETED

enter a hu1e marble-floored room with several tables for Baccarat, Chemin de Fer and Blackjack. There 11 a large bar at one end. Amonr the CLIENTE E, Bond noticea the GROUP OF ORIENTALS he had aeen at th airport.He ahowa Bond end Pam to a lackjeck table, bowa and leaves. A DEALER rreeta them. The PI BOSS, en expatriate American, sits to· one aide. He'a e heavy- et, Lea Ve1a• Casino type. Bond Iaya a $5,000 plaque at eac place at the table.160 CONTINUED: 1/).0 1/} 1 1 /;j '7 DARIO

I know you from• mewhere?He gasps and looks down. Te nozzle of Pam's 1hotgun is jammed into his crotch.G Waitres ■ return• with beers She puts them on the table.Bond hits him aharply with a 1 judo chop aero ■• the base of his neck then embraces him, hold~n1 him upri1ht ln hi• chair.WAITRESS i Okay, Hon. . 1 She leaves. The Hoods by the\door ■train to ■ee what'• 1oin1 \I on. Sen ■ inr aomethinr 1• wronr, the cloae in, Pam takes Dario' ■ 1un out of hi ■ ahould•r holater, atuff ■ it into her belt. i Revised: July 14, 1988 INT. SANCHEZ' OFFICE LUPE TR AN-LODGE SANCHEZ ,o;c.rhis lap as he watches televisions. Tru n-Lodge, a Harvard Business School graduate, looks the part of. e business brain behind Sanchez' wealth. A telephone lies of the hook next to him. He makes some quick calculations on• note ad while he half listens to the TELETHON T.V. PROGRAMME in B.G,, Lup •tands at the window looking out. Sanchez puts the Iguana down on a chair next to her. He stands behind her, placing hi• hand on the nape of her neck.Lupe represses an involuntar •hudder •• she glances down at the Iguana in the chair, then fo ees a smile aa he leans around her and looks at her closely.Sanchez stands in front of er blocking her view of the outside. She looks distressed.You know I .can't • and that thing.She does so and leaves. San hez takes the Iguana to his desk. INSERT - TELEVISION PROFES OR JOE BUTCHER a flashy entertainment type, hosting a fund rai•er for his Olimpatec Meditation Institute. Hew rs a white robe embroidered in ;old wit a Central American Indian mo if. (CONTlNUEt> \ \ Revised: July 14,1988 180 CONTINUED: He stands on the highest ier of a magnificent amphitheater amidst a row ot cone shaped chambe s. Banks ot TELEPHONE OPERATORS dressed Jr plain white robes take ca ls in B.G.The number 1-800-969-LOVE WIDER ANGLE including Truman-Lodge. looks to Sanchez.Sanch•z nods, it's okay. uman-Lodge picks up open phone.He ;lances at the cue card.· our Meditation Cha . That's twenty-two thousand, each. 182 INT. SALON PRIVE, CASINO I ,.x ~/ q u, J l, 182 The plaques in front of him h ve decreased substantially. He raises his eyes to the Dealer.The Dealer looks over to the it Boss. Revised: July lC, 1988 q(v7f INT. SANCHEZ' OFFICE SANCHEZ TRUMAN-LODGE AND HELLER ;C,/t() ,I still watching the Telethon. ,✓uf INSERT - TELEVISION - JO!The PHONE RINGS. Sanchez picks t up.Sanchez glances up above the tel vision at the row of closed circuit television-monitors showing the ction at various tables.The English, table one. Plays like a real je:rk-off.HELLER ,o/LfJf. That's the guy who flew in on the private plane toda and opened an account at the ank. Five million in cash •He hangs up the phone, r/41,ij- 'f/47 (o

Sure, I do. You ly apecial charter• for ■ ome of my friends. I rot a job for you

Every dollar we ra se goes to the restoration of thi magnificent Ceremonial Site and supports ur investigation of the lost secrets of th ancient Olimpatec Indians.

.•• And our wonderful Manhattan Chapel have just made a special 500 ~ollar pledge! Thank you, Manhattan, t~ank youl 500 dollar special pledge.

500 kilos. I knew they' go for it. It's simple supply and deman .

Got• live one for ya, oss. British sucker who dropped five hundred grand w~nts to play no limit.

Shows BOND with PAM at his side, waiting to hear if his request has been approved. TRUMAN-LODGE SANCHEZ HELLER stares at the screen for a mome

He'• •howing the Chinese a special place. I don't know where. 3ames, what is going to happen to us?

Nol I spent the first fifteen years of my life getting away from there. I was one of ten children with no food, no hope •.• a• bad as Sanchez is he got me out.

Miss Rennedy, ould you get me a medium dry dka martini, shaken not stirred.

Let's get some est. There's a lot to do befo we go back to finish off San ez tomorrow night.

Don't have to. We're g in; to finish Kwang'• job. Sanchez s going to live just long enough ·to•~• his empire crumble around him.

Everyone pledging $100 r more shall receive an autographed opy of my book, THE SECRETS OF CONE POWER R VEALED, A forty- nine, ninety-five value absolutely free.

Put these on. We can't have our best customers developing a drug habit. .

We ship our product to the United States in the reserve fuel tanks of our Institute aircraft,

The term• were one hundred million in negotiable bearer bonds, gentlemen.

gets the nod from the Pit B sand resumes playin~<c, Bond slaps a large $10,000 plaque down n the table at each W'the empty places. Cards are dealt. looks at his first nand. It's a five and a six. Bond sla another $10,000. plaque down.Dealer gives him a ten. The next hand is two eights. Bond splits them increasing his b t. PIT BOSS Looking down, troubled. It i rapidly becoming apparent that Bond is not the pigeon the Pi Boss thoupht he was. 185 INT. SANCHEZ' OFFICE HELLER SANCHEZ10(t.."SOUND of phone ringing. Sane z answers it.

on the phone to Sanchez. In CKGROUND ~1:. te1!d':::.nd dol::: plaques are piled up in front ot BONO. • Several people have drifted ever to the table to atch. Obviously his luck has changed.e} No. He bangs up the phone, turn to Truman-Lodge."Lupe" tinkles from one wr·st. New deck. She shuffles professional BOND glances up. LUPE stands efore him. She offers the deck for him to cut. He cuts, ga ing into her face. She keeps her eyes lowered, starts to deal he cards.Pam opens her mouth to eak, he stares her down. She gives him a hard look, gets u, moves to the bar at end of room. Lupe finishes the deal.KWANG. an impressively uge Hon1 Kon1 Chinese, who ia part of the Orlatal 1roup Bond aaw arrive at the airport, pause& at the table te watch the play. On his arm i• his beautiful Japanese companim, LOTI. Bond playa the five hand• aimultaneously, atandilW on two and bu1~in1 on three. Lupe ha ■ thirteen, deals herself an ei1ht for 21.l She win• all five handa.■ hou d quit for the ni1ht, Bond ••lk& ew~y from the table to the end of the bar. Kwang and Loti drift away, leavin1 them alone.He watches waiter• coin1 nto 1ervice lift area.\You loco? You'll get s both killed.·sANCHEZ Mom~nto '· por favor. It' almost ever. Bond crosses to the window. Lupe joins him. The IGUANA sits on a pillow nearby. Bond looks casual y out the ;ar;e picture window. l91A T.V. SCREEN /0/ U) 1911 COVER OP BOOK - beautiful bikini lad woman sit in lotus position inside large cone. Title reads I HE SECRETS OF CONE POWER REVEALED":L Revised: July 14, 1988The window displays a tiny logo n the corner: •Armourlite-III". The CAMERA examines the roofs and bu ldings across the street.The picture window 1• surmounted by intertwined aarble figures of nude nymphs. Bond looks up at t e floodlit national flag fluttering from the flagpole mounted on the roof, directly above Sanchez's office. ,,j,, ,rHe smiles at Lupe, but she doesn't trust herself to even look at him. The SOUND of theme music signifies the end of Joe's Program. PEREZ comes in and puts Bond's passport and gun on the desk.Bond walks ever to him.Lupe introduces them, Sanchez remains seated.Bond does so. Perez comes and stands directly behind him. Heller takes a seat midway between Sanchez and Bond.194 CONTINUED: Sanchez 1lance& briefly throu•h Bond's passport.Sanchez looks at him quizzically. Lupe look ■ at the floor, trembling slightly.Sanchez puts the 1un down on hia desk. Sanchez 1lancea toward Lupe.She quickly exits.'(' JV' lv(ll..r 194 CONTINUED:Bond 1lance1 from Heller to Perez.Heller and Perez bristle.Sanchez is amu1ed. He 1ettle1 back into hi• chair. He pauses for a moment then take ■ Bond'• pa11port.Bond 1eta up to leave.Bond walk• to the door.Bond exita. Sanchez hand& Heller Bond'• passport.

The British guy i a quarter a million ahead. s ould I close the table?

the cars and move away. A virgin deck is Brillia tly manicured, beringed hands strip A littl emerald bracelet with the name

You 1hould wal. atrairht out of here, 10 ~o th' airport, and never come back.

form a welcoming committee at the door of Sanchez' suite as BOND and LUPE step out of the private elevator, A TELEVISION CAMERA looks down on them. Braun puts an ugly looking .45 upto Bond's chest. Bond smiles. HELLER steps out from Sanchez' Office, watches as Perez frisks Bond, takes the Walther PPK from his shoulder holster and his passport from his pocket. Heller gestures towards Sanchez's door.

leads BOND in. LUPE follows. Thy pass door to adjacent conference

room. Sanchez and Truman-Lodge a e engrossed in the Professor Joe's T.V. program. Sanchez waves them forward, smiles at Bond.

sittin1 at the table, no plaques in evidence,Pam looks up. Bond 11 at nding behind her. The CASINO MANAGER hurries up, a bank draft in his hand.Bond intercepts Pam•• o tstretched hand, takes the check, looks at it. The Casino Mona bows and leavea.Bond puts the check in h s pocket. They walk out of the Salon Prive and throu1h the ca ino,They pas ■ throu1h the lo by,Pam looks at him, amazed. They exit the buildin1. /

stop outaide.He looks up towards Sanche '■ office. He turns and ■ tares ecroa ■ the atreet at the 1 pin1 front of a condemned apartment buildinr awaitinr demoliti n. KWANG and LOTI come out of the casino behind them, Bond' CHAUFFEUR opena the door of the Rolls for Bond and Pam. T ey 1et in. KWANG and LOTI watch them drive away,

enter the hotel lobby. Bond tops at the CONCIERGE'S desk for the key.The concierge hands Bond the key.Bond looks concerned.She steps into an unoccupie vestibule by the house phone, to conceal what she'.s doing. e raises her skirt, takes a small automatic strapped to her t igh and hands it to Bond.He goes to the elevator.

Sr. Bond you'll b pleased to know that your Uncle ha arrived. I've put him in your su'te.

approaches the door ot his sui e cautiously. He rings the bell, takes out Pam's small pistol, lattens himself against the wall. A MAN opens the door. Bond pu hes him into the room and up against the wall, his gun at t e man's temple.

It's a moment before Bond rea izes who he's holding. It's Q, dressed like the quintessenti l tourist, in walking shorts and a loud Hawaiian shirt.Bond puts Pam's gun away.Q pulls out a large bag whilh jamJDed with gadgets and too s. opens like an accordian. It'sHe pulls objects from the b+., and hold them up for Bond. enough explosive never wake .up! A travel afarm cllk ••• packed with make sure they Bond reaches into case, take out a British passport. Don't open°that dotble-o-seven. It'll explode in y9ur face. (takes it frol Bond) Perfect diversion f questioned\ ·; 199 CONTINUED: (2) 1(i;iBond relents.The door opens. They whirl PAM stands there, a second gun in her hand. She smilesShe steps forward and shake takes his hand.Pam picks up a thin cyland from Q's case, examining it closely.Q takes it from her and be 'ns to assemble a rifle from various innocuous objects in his b as he speaks.Pam has picked up a polaroi camera from Q's bag. She points it at Bond and Q.Q whirls around, sees the c mera. 19? CONTINUED: ( 3) 199He pushes Bond out of thew y just as Pam presses the shutter. A brilliant red laser beam hoots from the flash, burning a hole in the picture of Hector ez on the wall. Q grabs the camera from her.Pam looks at the polaroid icture.Q goes to the extra bedrBond turns to the other edroom. Pam stands in the doorway.I hope you don t snore, Q. EXT. CASINO - NIGHT - RO lS ROYCE BONO PAM in chauffeur's cap and u iform, drives up in the Rolls, Bond and Pam are in the back. They get out, walk into the casino, leaving Q with the car.

I know what you' up to, Bond. And quite frankl you need my . help. Why, if i wasn't for Q branch, you'd be ead years ago.

Dentonite Toothpaste .use it sparingly. It's the latest in plastique explosive.

It's a signature un with an optical palm rea r. After I program it for y , Bond, no-one else can fire it.

nd Q. Pam's gun can be seen in and other gadgets can be seen under

Don't ,udge him too h rshly, field. operatives otten must use every means at their dispos l to achieve objectives.

They've just left in convoy, a pickup, two sedans and a jeep .••

taking a stack of ten $10~000 plaques from cashier. Hands them to Pam. 1Extra bonus. Y r job's done. Take Q and fly tot here now. I'll make my o way back. - I'd Go. r alone. He leaves her and heads f the bar, past ARMED GUARDS standing at the elevators. WAITER dressed in tuxedos, push large carts of food from the pantry.

'i/z. 0 202 slips into the hall by the kitchen. A continuous stream of WAITERS passes to and from the pantry. Bond walks into the pantry, picks up a napkin, drapes it over one arm and takes a cart of food. He pushes i out of the pantry to Sanchez' private elevator. TWO GU OS search the cart before they let him go on. TWO WAITERS st pout as the door opens. Bond pushes the cart into the elevator

A group of waiters withe ty trays and carts wait for the elevator. The elevator a ives and doors open. It's empty except for a cart.

climbs up the girders suppo ting the elevator shaft, toward a hatch opening on to the roo.

walks to the base of the pole ~~oyj~ Sanchez's -office. INT. SANCHEZ' CONFERENCE ROO SANCHtt T~-L5>DGE HELLERMeeting in progress. Sanche stands at the head of the conference table, Truman-Lod e and COLONEL HELLER, a former Green Beret type, sit on eit er side of him. The Oriental Group, which Bond saw arrivi g at the airport, sit facing them. There is a map of the Pacifi on one wall. 206 CONTINUED:Heller stands tc applause sits.the payroll.

(interrupt In a word, brib The group laughs. SANCH You said it! So Everyone and his on

removes his cummerbund, revealing a climber's harness. He slides the rope from the flag pole through the harness rings, and steps over the edge cf the fOOf. t•ft&· ¥ IO f/JiI; /0~•-;- fT,,,. INT. SANCHEZ' CONFERENCE R M TJtUMAN- DGE ELLER KWANGSo you buy a may r, a police chief, a general a president. one day you wake up, you own the whole qoddam cou try. Then you take what you wa t. (more) 208 CONTINUED: 20:They ell Jeugh. Sanchez to the map. SANCH z We have en invi ible empire from Chile to Alaska lli'hat I want to do, emicos, is eke you part of it. He points to Asia. Then o the Pacific Ocean.They applaud. 10/s\_ .. ~

repels down toe positio some ten feet out from the ledge above Sanchei's window. He ta s a looped nylon rope from his pocket, slings it over one of th marble nymph's outstretched arms and swings into her chilly e race. He squeezes the plastic explosives from the tube lonr the perimeter of the ledge. The SOUND of. TRUMAN-LODGE dr es faintly throu1h the rless. As Bond inserts a radio controll detonator in the explosive, he loses his footinc and slams er ·nst the edge of Sanchez's office window. He 1rab1 the le e end pulls himself up.

hears a NOISE from the ad scent office, 1ets up and roes into it.· TRCMAN-LODGE 1 S VOICE continues THROUGHOUT THE ~EXT SCE~E.window. Heller atand1 fo a moment, lookin1 around, then return ■ to hia 1eet in th other room. Bond climbs beck up on the roof.The price $100 million pe territory.He aeea a KOREAN workin1 i out on a calculator.Tan nods epprovin1ly, it'• EXT. CASINO ROLLS ROYCE Q fair price.'; /-zJ I ~/~,J' 213 VIEW FROM INSIDE ANOTHER C ACROSS STllEET. Q·waitinf in Rolla. Bond walk• out front door Ca ■ ino, 1et1 into car ••They drive. around corner. 213A EXT. ABANDONED BUILDING RO LS ROYCE Q BOND 2l3A 1et1 out•• they pull up outaide. Bond 1oe ■ to Q'a aide of the car and apeaka to him throu1h the open window.He quickly walks into the buildin1, Q' ■ •Y•• are ■oi1t •• he 1ee1 hi• friend 10, \

Here is a demo ephic report breakin1 down e eh territory by e1e and 1ocio-e nomic 1roup. As you can see, here is a hu1e potential -demand 1iven the implementation o e11ressive merketinr pro1ra s •••

A• in the Unite State ■, Senor Sanchez la prep red to aell excluaive franc i•••·

We supply exclua vely to you, 10 tona per aonth. IF Hon1 Xona $20,000 a key.

We ruarantee quali y and price for five year•. A.ny eationa? There la a conaen1ua of acce tance amonr the rroup.There 1• a audden tenae ail The people in the room hold their breath.Sanchez and Kwanr are loeke in a momentary teat of will.There ia a babble of a1reem t around the table.Hey a■ iroa, you're rirht. We're partner ■, No? Tomrrow you'll•10 to our aain diatri ution center. Pack an overnirht Now, no ■ ore bu1lne11 toni He .pr••••• a b.utton on hi• d 1k and a larre double door at the oppoaite end of the room ope• revealinf • fantaatic buffet and TWENTY GORGEOUS HOSTESSES.Oriental rroup 1et1 up and pr ceeda to the other room, Sanchez'• eyea never leave Kwan1, e1 1oe1 into hi• office. Truman- Lod1e follow• .hi ■•

Sr, Sanchez, aine eominr here, we've eaten well, eard a lot of 100d atoriea, but efore payinf enythinr, I want o aee aome hardware.

walk• up a derelict ataira to an upper landinr. He reachinf into hole in wall, extract• 1irnatur• run wrapped in dark cloth. He un.-rapa it and take• it tote OP,OOlfront of the buil'dinf, \b \'1, INT, .SANCHEZ' OFFICE SANCHEZ A TR N-LODGitrouble. Why ■ howthem the laba? SAN z Would you, put p $100 million without a litt e rea11urance? Don't worry, e wouldn't dare expoae ourope ation,

overlookinr the caaino. BOHD look• for• firinr po•ltlon. In the bri1htly lit window f Sanchez' office, SANCHEZ and TRUMAN- LODGE converae.

enter ■ the room.PRESIDENT LOPEZ come ■ into the room. He' ■ carryinc a check,He ■ how ■ Sanchez the check. Sanchez looka at it, 1hru11,He lau1h1. Lope1 pal•••

11•• on the floor. He ha ■ ■ e up the rifle and la adjuatin1 the nicht ■ cope. ./ IXT, BOND'S POV - THROUGH THE RIFLE SIGHTS "//1.'J;"' tD/1 ~ SANCHEZ at hi ■ deak, PRESIDE T LOPEZ exit ■ •ct/iq~ 10/15 221 EXT, SANCHEZ' OFFICE - BOND'S OV - THROUGH THE RIFLE SIGH'.i'S 221 In the room adjacent to Sanch ', HELLER rreet1 a woman at tha door. It ia PAM, She handa im an envelope. They ■ peak animatedly for a moment then he leaves. BOND hi• face aet1 rrimly. He ■ov • bi ■ 1irht1 back to Sanchez• window. INSERT - BOND'S HAND· pre11e1 remote control deton tor button.TWO GREY CLAD NINJA FIGURES anr fro■ open con1truction area in· floor just above Bond. They drop on him, kickin1 the run out of hia hand juat •• he fir••• e ahot roe ■ wild. BOND Rolla away, aprln11 to hi ■ f t. The ninja• both leap 1imultaneou1ly et hi ■, He ■ area to kick Nin)a •1 in the face 1endin1 him aprawlinr. Ninja 2 aenda a cru ■ binr blow to the aide of hia bead. The SOUND of ■ irena and allr co■•• fro■ acroaa the atreet. Ninja •2 picka up Bond' ■ rifl and point• it at him. The run won't fire. Bond leap• at hi • Ninja •1 firea a net from his aleeve. Jt catch•• Bond in ■ i -air and brinr• bi ■ craahin1 to the floor. Ninja •2 club■ Bon over the head with the rifle. Bond la ■ tunned.i· • ,.,,..--···· ... \.. )draggvd through the tront roum to th¥ back of th• houue. Thay t~k• him to ata1r• lead1n to cellar.~ull &cmd into the zeoom,· hrow him into a chaii-,and et:-appina hi• arm• ~nd leg• to 1t. TH! FOUftTH MAN enter•, it 1• KWANQ. The Ninja• take ott their head ecarta. One ia LOT%, tho other a THIN ASIAN MAN, you'? Bond, glare•, doe•n't an er, In an in•t~t Lcti viciously smacks Bond aero•• the ta•· LO'l'I ae politw and ewer the aan. She rai••~ h•~ arm to hit him again. Kwang etcps her. Wait! arm.pull• up. A MAN ;eta out go•• into the bungalow, Out en th• hi;hway, another\_ .CAR pu •· ta a atcp. It• headlight• go out. 2308 INT, BUNGALOW CILLAR - GR'l' 2:3( The H1nja• b.old Bond'• a•· Kwang remove• the ■afazine oat ot the rifle, •qu••z•• it 1 to Bond'• hand, and fore:•• hio fin;er to pull the 't;ri;ger, r gun•• h•-•r cl.tck•. · XWA Nho would ha·.• a ■ ignatur• gun?Xw&ng examining it, fAL N. Thie i~ propca y ot ifer M• jacti•• Government. w did y~u ;et 1t? lu/1;~10 /1He wavea hi• aoldier• forward and follow ■ them toward• the bun1alow. The aoldier ■ enter it firlnr.1■ dead. Kwanr lie ■ nearby, ao tally wounded. Loti crawl ■ &ver to bi ■•Loti nod ■ with•under ■ tandinr, b r ■ the SOUND of ■ oldier ■ approachinf. She run ■ to the t of the· ■ taira and hides behind what is left of the door. It op na. She aprin1• on the FIRST SOLDIER killinf him instantly. he ■ pins to face SOLDIER #2, who ahoota her. Althourh wounded ■ he kill• him too. More SOLDIERS pour into the room. Lo 1 1oes down in a hail of bullet ■• 0 BOND dazed, aeea SANCHEZ AND HELLER e er. Sanchez ,raba Kwanr by the collar pullin1 him to within inc ea of hi• face.Kwan1 smile ■ironically and diea Heller bend• down 1mella poi ■ on on Xwanr'• breath. HEl.LER Cyanlde. Sanchez throw ■ down Kwanr•• bod. A SOLDIER atandin1 over Bond CALLS to them. They co■•• Bond, atill •trapped to the chair, lie• amonr the debrla. He ■ tare up at them for a ao■ent, then pa•••• out. .awakens in an opulent bed! A ■ oft ■ ea breeze blowa throu1h the arched patio doora, Bond alt ■ up in bed. Look, around him in di1be11ef. Pullinl on a ■ ilk robe from the end of the bed. It bear, the ■0no1ram F.S. On a ailent butler ln one corner are hi• ahirt and ,Un~.tr jacket, which are 1tl 11 the worat for wear deapite havlnf been bruah•d and cleaned. Bond walk• from the room.decorated with a Moori ■ h ■otif. A lar1• ■wi ■min1 pool ■ erpentine ■ around it• perimeter. 'LUPI alta facin1 hi ■ on a lar1e white couch, the table in front of her la ■ et for lunch. She &lance ■ around quickly and aeein1 they are alone cro ■ ses to him.\~~) Before ahe can answer, Sanchez enters. He aeea Bond, 1mile1 and embrace ■ bi ■•He point, to a place near where Lupe wa1 aittin1. Bond sits.She 1oea to the bar aero•• the roo■, Sanchez join• Bond.Those ■en tried to kill ■e. hi ■ ateadily, takinr a drar on hi• cirarette.Sanchez aaaerta bi• usual ~ravado. CONTINUED:SOUND OF HELICOPTER APPROACHING:They join lupe and walk out to the path leadinf to a Funicular. 0 Lupe takes Bond to it. A• they 1et in and 10 up a helicopter pa ■••• overhead and lands on the roof above. While Sanchez watche ■ them 10, HELLER ■ ilently join ■ him. He cock ■ hi ■ head in Bond'• direction.They exit toward the roof.

The car turn• off the hirhwa on the outakirta of town and onto a dirt road. It pull• up in front of a bun1alow. A FOURTH MAN l• drivin1 the car. The NINJ S 1et out of the car, open the trunk, drar BOND into the bu ralow. THE FOURTH MAN look ■ around, then follow ■ carryin the al,nature rifle.

An Iathmu1 ARMY TANK firea anther and a amall army unit ■ tand b.

atare ■ around him in di1belief. The patio ■ tretche ■ forever, Concrete camel ■ kneel at it ■ border ■, under concrete palm trees beside deep couch••• Everythin1 i ■ pri ■ tine white. The blue line of the ■ ea.aparkle ■ in the di ■ tance.

walk ■ throu1h an extrava1antly planted fern 1arden, down atep ■ past a ■ an-made waterfall. Flower ■ 1row out of the rock wall. He heads toward an open air livin1 room.

I've moving the trucks out but I'm not sure we can contain the fire.

239-240 DELETE . ... ( ... .atanda overlookin1 the dock where a 22 foot apeedboat la moored. FUNICULAR leadin1 fro■ house arrive ■ at landin1. LUPE, a lar1e tote bar over her 1houlder, 1ive1 him a bi1 smile•• she ali1ht1. In B.G. a FIGURE darts by behind the Guard. She walks quickly to the dock and run• to the endt jumpin1 into the speedboat. She ■ tart ■ it up.The suard'a PROTESTS are drowned in the roar of the speedboat enrine. Lupe peela out fro■ tbe dock. BOND In the water holdinr onto the bumper line hidden fro■ the ruard by the boatt1 bull. 241A EXT. DESERTED DOCK SPEEDBOAT LUPE AND BOND .24lA arrivin1 at dock. Bond jumps onto dock holdinr the mooring line, He extend• hia hand to her.She drivea off in boat pullinf the line from hi• hand.

fidaeta with hia tool ■• Pa ■ tare ■ out the window, amokinf. She look• at her ci1arette.There ia the SOUND of a kn k at the door, They both ru ■ h to open it. Pam r•t• there f at. lt'a Bond. He rraba her arm pu ■ hinr peat Q toward the edroom,Bond puahea Pa■ rou1hly in o the bedroo■•He abut ■ th• bedroom door Q'a face.

Without relea1in1 her arm he ■ in ■ her around to face him. He reache1 under her ■ kirt and p la her run out.i.i • t Bond move ■ a ■ tep cloaer, ■entin1 her.She i ■ tearful. \He eyea her coldl\_y.dot: an off. The letter Feliz rave•• la from the Attorney Genetal promi1ln1 Heller immunity if he set ■ the ■ i11ile1 back. i ~ \ Bond curio ■ ity la arou ■ ed. Revised: 3uly 1,, 1988 243 CONTINUED:She turns away in fruatration.He makes a quick decision.He opens the bedroom door, Q raightena up from the case he was packing. Bond enters auite. follows.

I am tellin1 the tru1. Hefler wanted to ■ake a deal with the U.S. We were friend■ back .n ■y army day ■• So he a ■ ked ■e to contact Leiter for him.

<r/17 246 enters the bank carrying two auitcases. He walk• to the MANAGER'• desk. ·The Bank Manager give• him an• •••Y go" look. EXT. BANCO DE ISTHMUS DOORMAN Q r /1) sitting at the wheel. BOND atri s out of the Bank, PORTER follows carrying the suitcases. The DOO N goes to open the trunk of the rolls, but Bond waves him off m tioning for the Porter to throwing the bags into the back aeat. Bo d gets in after them. Revised: 3uly·1,, 1988 I ,,,.,--....,. 1. ; 249 EXT. ISTHMUS CITY BARBOR - Jf HT - WAVEKREST 249 approaches the harbor entran e. A PILOT BOAT comes alongside, l f 11 at the wheel. Bond la at the ■ tern placin1 the "fenders" over the aide. In THE BACKG OUND, the harbor pilot climbs up a Jacob1 1 1 ladder to the Wavek eat. EXT. WAVEK.REST - HIGHT completes the climb up ~o th deck.hand. He ia aurpriaed when e •••• a woman. lt'a PAM.252 INT. WAVEKREST BRIDGE PAM TE 'ti? 2.52 walk onto the bridfe. The TAIN la at the wheel.INT. PILOT BOAT Q BOND ~v J,,?"/:they follow the Wavekr•rrb.~~-'~'\_·\_· ~:Bond baa no tiae to reply. y hear the SOUND of the Wavekrest acrapin1 over a aandbar. The both wince.I I

259 EXT. ISTHMUS HARBOR DOCK - CAR LIM USINE. HEaiR LUPE SANCHEZ 259

\\_ ' • r~ ,-,/ j swings the wheel hard right. 257 EXT. WAVEKREST - MOORED DORY i/1 V., The Wavekrest's bow runs over an u ended moored dory, smashing it into splinters.sit in the limou ■ ine with the door open, watchin1 the approachinr boat. BRAUN PEREZ AND HELLER lean up arainst their car. The WAVEKREST approaches the ock very fast.at the wheel. The dock looms up.Pam pushes the throttle all the way open and jerks the wheel to the left, towards the pier.She leaps off the bridge. The Captain 1rabs the wheel and pulls the throttle back. The enrinea reverse but too late.1cramble away. SANCHEZ atepa ou of his car. The WAVEKREST is 10 yards away and closin1 fast. Her bow crashes into the pier. Sanchez and hia hoods are thrown off their feet.is ~cramblin1 up the brid1e ladd r when the crash occurs. He's thrown to the deck.maneuvers the pilot boat alonrsi e the yacht. ii~ 263nuns . .down towards the we 11 areaswims underwater, pullin1 the line behind hi ■•pull• the control lever to ope~ up the hull door.swim ■ into openin1 hull of the Wavekrest. 269 INT. WAVEKREST WELL AREA BOND 1{q 269 surface• in front of PAM. the line aeveral hard tu1s.feel• the tu1 of the line and cu s the "fender ■" free. They drop into the harbor and sink.attempt to free the yacht. JC.RES atorma onto the bridf••

"fendera", which are revealed to be eeks. Bond dive• under the water.

The Wavekre ■ t ia jammed into the pier. Th• SOUND of the enrinea strainin1 in reverie can be hear over the DIN of voices.

(yellinr> Get ua off. 273 INT. WAVEKREST WELL AREA PAM Nl) 1(f 273 pull• the aacka up throurh the•• 1 area. He open• one with his knife. The aacka are filled with 100 billa. He handa Pam a ■ eek. They head toward the decomp ••■ ion chamber.

No. Ye ■, well, hew kind of drarred into the air. Then he threw the pilot ■ out nd flew away •••

I 273 CONTINUED:Bond turns the wheel on the d r to the decompreaaion chamber. They are thrown backward aa t yacht co■e ■ ,ree of the pier. 274 EXT. WAVEKREST BRIDGE CAPTAI EST LUPE sHcHEZ HELLER 211+He 1rab• Sanchez'• hand warml •He head• for the cabin. A• he other ■ follow Sanchez hold ■ back Lupe, Braun and Perez. Doe ■tSANCHEzf · (to Braun•~ Perez) Have a look aroun~. He take ■ Lupe to Kre ■ t'a ' cabin. 275 INT. WAVEKREST WELL AREA p 'BOND :r, madly throwin1 armful ■ of ■one into the decompreaaion chamber.■ eated on the couch, He'a bun ed forward nurain1 a drink. SANCHEZ ■ tends over him.waterakied behind th plane, Jumped on it ••Krest pau1e1.Kreat can't look at Sanchez.the decompreaal:on chamber and 1 the la? ~of the caah into into the ■ ea wel 1. He beckon ■ for Pam. She duck ■ beh d • locker it Ju ■ t a ■ the door open ■•· PEREZ AND BRAUN enter. Braun 10•• to the Locker Pam is behind, open ■ it. He cloaea it and i• about to look into the area where Pam ia hiddinr, when Pere& call• hi ■ to the open hatch of the decompre ■ aion cha er. They look in.jrez 1e1ture1 for BrJun to atay the • He ruahe ■ out.) 2870 CONTINUED:Lupe cannot face bi ■. She look• away trembling. PEREZ walks into the I lounge, whispers in Sanchez' ea. Sanchez nods bis head, looks at Xrest grimly, and abruptly get• p.Perez lead• the way. ICrest foll ws reluctantly. -Sanchez and Heller trail after them. Lupe remain• ehind~ •f/$279-280 DELETE l ·:.. .:'--, c- ,.:( )· 219-2 somoney. He glances around then• ps in and grabs a packet of cash. While he is in there Bond waves . r Pam to come. She steps out f.rom behind the locker and runs to th side of the well, At THE SOUND OF FOOTSTEPS IN THE CORRIDOR, Braun ump• out of the chamber and looks around as he st.uf f• the cash int hi• pocket. Pam has ducked down out of sight. A• Braun turns hi• back to them and goes to the door to greet Sanchez, Bond pull• Pam nto the Well. BOND AND PAM in the well. Gestures for Pam to awia out. She takes a breath and ducks under the water. WELL AREA PEREZ entera. HELLER pushes DES ahead of him. SANCHEZ follows them. He goes straight to the de 011preasion chamber and looks in. Xrest, looking ov.er his shoulder t the packet• of cash, is dumbfounded. Sanchez ..whirl• aro d, knock• hia to the.floor,.281 CONTINUED:Ri1ht amito, it'1 ■ii•• (acreaminr) Do you think I'm 1tu id? You rip me off then uae my own oney to pay ■ omeone to kill me!/ . He leans down and 1raba Kreat1bY the collar and dre1• him to the decompreaaion chamber. He opena the hatch,1natche1 it off the wall, 1tep1 back to the decompreaaion chamber, Kre1t ia •prawled on\ the pile of money, 1a ■ pin1 for breath. Hi ■ eye ■ widen ea Sanrhez ahowa him the axe throurh the window, INSERT - DEPTH GAUGE read ■ 500 ft.below••• level, 1and droppin1, SANCHEZ examine• the network of pipe11aervicin1 the chamber. One i ■ labeled "VENT", Sanchez ama1bea it with the axe. The pipe fittinf come ■ looae with a bllj ■ t •• a jet of air "whooahea" from the chamber, The preaaure dr~p• inatantly. Sanchez whirls toward• the window, l REVISED 14 JULY,1988 103A/103C 281 CONTINUED:

come aboard. Kreat eye ■ the ar y tuard nervou ■ ly, then put, on a ■ mile when he ••• ■ .Sanchez at aboard.

I'• telling you the th. He took every cent. Would I ■ake a story like this?

He throw ■ the SCREAMI"NG Kre ■ t into the chamber, Lupe back• up a1ainat the door leadin1 int~ the corridor. BOND peekin1 over the edre of the :•ell, WELL AREA

swimming out into the open water, towards the pilot boat. 2818 INT. WAVEKREST WELL AREA SAN HEZ PEREZ AND HELLER e,/,at,,,1-- 2Bl Heller turns away in disgust. Perez peers through the window.He strides out of the room. 2BlC - 281J OMITTED 281K EXT. PILOT BOAT PAM AND rf y 28: BOND surfaces next to the b t. Pam helps him aboard as Q revs the motor and heads the boa into the darkness of the open sea. 2BlL EXT. PILOT BOAT DOCK BOND PAM AND Q ~~ 28: come along aide dock in boa. Pam and Bond have changed into dry clothes. Pam and Q get onto dock. Bond tosses their gear up on the ·dock.He pulls away leaving them o the dock. (PAGES 1038-1030 DELETED) revieed: 3uly 1,, 1988 104, INT. LIVING ROOM, SANCHEZ HOUSE ORIENTALS TRUMAN-LODGE 28lfw having cocktaila. Pl~!Z, SANCHEZ and LOPE enter. Sanchez waives a greeting to them.Sanchez, Perez and Lupe cro•• the room going toward the stairs.Goodnight, Franz. They kiss affectionately. Sanchez spots Bond'• suitcase and Briefcase in the hall by Bond'• door.-send them over this afternoon. They're clean.Lupe watches them go to Bond'• door.

It is dark. The door burst• open. Sanchez 1• ailhouetted in the doorway. Be awitches on the light and enter•. BOND bear chested, ait• up 1n bed rubbing the aleep from hi• eyes. SANCHEZ AND PEREZ Sanchez am.ilea broadly.Perez drops Bond'• luggage on the floor and exit• with Sanchez. A• the door closes, Bond pulls back the blanketa and gets out of bed. Be still• wears hi• pants and shoes, evidently having only jumped into bed second• before Sanchez opened the door. Be pull• on a shirt as he quickly aovea to hi• briefcase, opening it.exit past Lupe's door. She steps into the hall as they go down stairs and goes to Bond"• room.

Amigo! Sorry to wake you. But you should know, your information paid off. You well enough to travel tomorrow?

opens the false bottom of his silver flask. It is empty. He looks up to see LOPE silently opening his bedroom door. She steps in, quickly closing the door behind her.She throws up her hands and sits down on the bed.She takes hi• hand pull• him down so he sits by her on the bed. ~~lQ CONTINUED: 28lQ l\ jLupe turn• away from him.She moves closer to him.They enjoy a long passionate kiss. They embrace and fall back on to the Bed.28lR INT. HOTEL SUITE DAY PAM AND 281R hurriedly bringing hastily packe suite•••• to the door. DOOR BUZZER SOUNDS.He opens the door, Lupe steps in(she glances to We need to •peak in PAM It's alright he'• wi I.OP! 3ames ia in danger. Sanchez 1• no fool, he'• check ng up on him. If they find anythi g suspicious ••• She break• down 1n tears. embraces her.Pam and Q exchange looks,Pam bristle• at .her d•clarat on of love. Q takes t.upe's arm and escorts her.to the door.She Jaavea. Q turn• to P-I

Si. Franz 1• taki g him on a trip. They leave nan hour. You must help him. I couldn't live if anything h ppened, I love 3ames ao much.

in large straw sombrero wearing white shirt and pants•with an old rope for a belt .. He weeds the roadside with hoe as gates open and convoy of vehicles exits. PICKUP TRUCK driven by BRAUN with THREE ARMED GUARDS leads the way. A SEDAN driven by TRUMAN-LODGE holding three of the ORIENTALS and Sanch·ez car with his CHAUFFEUR and the rest of the ORIENTALS. An open 3EEP driven by PEREZ carrying BOND and TWO MORE GUARDS brings up the rear . . Convoy turns on to the main road and-speeds away leaving Gardener in the dust. GARDENER It is Q. He unscrews top of wooden handle of hoe revealing hidden microphone. He speaks•into it.driving car as she listens to Q's voice over radio; Q v.o . .•. turnin; north onto the main highway\_.She turns it oft and turns into entrance of Airport. 2810 EXT. ISTHMUS CITY AIRPORT PAM 28 l tJ passing through gates and pulling up to apron near; her plane. She steps out and stops dead in her tracks. . ,. HER POV THR!! SCRUFFY MECHANICS are removing parts from her plane. REV:St~: SEPTEMBER 20, 1988 109. 2SlU CONTINUED: . 2810One of them hands her a grease covered work order..I rent one? The mechanics look at one. another and shrug,They go back to work. Pam turns away to see Crop Ouster momentarily unattended at refueling pwaps. She glances around and heads quickly for it. 282 28~ thru OMITTED thr\ 301 30:

getting off helicopter carrying CANISTER. He greets Sanchez. Helicopter remains idling, ready for take-off. Dario opens the canister, takes out a HAND-H!LD STINGER MISSILE. Sanchez smiles broadly.- policy, amigo. Dario nod• knowingly. In B.G. HELLER runs out of the house to join them. Dario jerks his thumb toward the helicopter., ,\_\_; 301A CON~INOED: 301A They' all swing aboard the Helicopter and take oft.~ lf!fl.k /0 Z-0 3015 EXT. OLIMPAT!O MEDITATION INSTIT E (OMI) jEtP PI UP AND CARS 301B approaches the gates of the Insti ute. Through the gates in the background we see a fantastic recreation of an Olimpatec Indian Ceremonial Temple. 301C EXT. J'EEP PEREZ GUARDS BOND, ,o/t.( 301C lqoking at the Institute as they ear it.sweeps in and approaches reception area. 303 INT.' CAR ORI!NTAtS. TROMAN-tO E 10/1~,K 10/-i I 303 turns to the Orientals seated n rear indicating the Institute complex with a sweep of his had.The orientals peer through the window•, astounded.watching convoy as it approaches OMI complex. Behind reception building is a .large amphitheater. On the upper most gallery are a picket ot stone cones each about twice the aize of a teepee.passes TWO parked TANKER TRUCKS and proceeds through entrance in stone wall below amphitheater.308 INT MIXING AREA CONVOY 308 enters large brightly lit underground area. Convoy stops near entrance by another TANKER TRUCK. The air is tille~ with a cloud of fine cocaine dust. SEVERAL WHITE COATED WORKMAN wearing dust filter masks supervise the operations. To one side is vast MIXING VAT from which a SECOND TANKER TRUCK is being filled. Steps lead to an observation platform above the vat. From the platform a walkway runs to a door leading to the LAB. A large picture window in the Lab overlooks the.Mixing Area. A CONVEYOR BELT leads from the Lab parallel to the walkway to a PULVERIZER atop the mixing vat. BRICKS OP WHITE COCAINE ride along the Conveyor Belt and fall into the Pulverizer where they are ground into powder and mixed with gasoline in the vat. High metal GUIDES on along each side of the Conveyor Belt keep the Bricks from spilling off.

We s.tarted this plae strictly as a cover, but Prof ssor Joe manages to turn a ti y profit.

view of valley with STATUE in foreground. CROP .DUSTER flies low aci-o•• field ·•praying it.

steps out of the Jeep and takes in the mixing complex. Ahead of him TRUMAN-LODGE gets out of his CAR and takes a stack of surgical masks from the hands of a GOARD. He hands. them out to the.GROUP. .

passes crop duster and flies over TWO parked TANKER TRUCKS on its way to the Institute. 311 EXT. OMI HELICOPTER 3ll flies to center of vast empty amphitheater. It approaches as if to land on colorful mosaic tiled·floor of amp~itheater, but just•• .it is about. to touch down, the floor parts and the helicopter disappears below. · 312 INT. tnmERGROOND HANGER HELICOPTER 31 • rotors send up a· cloud of dust•• it settles on to floor of vast hanger. As SANCHEZ, DARIO ANO HELLER alight from the ~elicopter and head for doorway to MIXING AREA. As they leave the Hanger Dario places his palm up against an OPTICAL READER set in door jam. A steel FIRE DOOR closes behind them. An ATTENDANT hands them FACE MASKS. . 313 31 thru OMITTED tht 320A 32(INT. MIXING AREA qANTRY BOND ORIENTALS BRAUN· PEREZ 320BThey watch as the large blocks of cocaine are pulverized into powder which dissolves completely in the liquid in the Vat.The Korean raises his hand to indicate a question.They turn to see SANCHEZ mounting the steps to the observation platform. HELLER AND DARIO follow him. Bond reacts to Dario. He adjusts his mask, pulling it higher, and shrinks to the rear of the Group. Sanchez greets the Oriental•, embracing them. He turns to. Truman-Lodge. · ·The Group follows him. C INT MIXIN.G AREA GANTRY SANCHEZ DARIO holding him back. He points to the receding figure of Bond.Just somebody I thought could be useful. They follow the Group into the Lab. REVlSED: SEPTEMBER 20, 1988 113. 3200 !XT. OMI GATE GUARDS BATTERED OCK IO /t'f 3200 driven by local PARMER stops a gate. PAM gets out passenger side carrying brief case. Tru pulls away. She steps up to guard at gate.She opens her brief case. it is crammed full of packets of hundred dollar bills. d's eyes-bulge at the eight .enters. Braun and Perez clear Workman from room. Bond keeps to .the rear away trom Dario. Behind him, along one wall, are TWO TABLE·s. A large, bubbling RETORT covers most ot one table and a ROW OP BEAKERS are set out on the ·other. Sanchez pulls off mask, the other• follow suit, except Bond. He turns his back to Party pretending to study the equipment on the.table. DARIO drifts aero•• the room toward Bo~d. Sanchez is beaminsi as he surveys the Orientals.The Orientals look from one to another for a moment, then accept. They put their briefcase• on the-table and open them ) handing over the bonds to Truman-Lodge. iI ' I j jdriving her in converted Go f Cart. They stop ·at.ba•• ot steps leading to Reception office She gets out and looks around wide-eyed. To one •ide of he Amphitheater a Party ot fifteen Acolytes sit in raptured at ention as one of the Institute INSTRUCTORS lectures them 0 the benefits. of Cone Power. JOE BOTCHER in white suit with old cone on chain around his neck steps majestically down th stairs. At his elbow are TWO GUARDS. They come up behi Pam .Professor Joe! It's· really you! She acts flustered. He oks down at the briefcase she clutches.He takes the briefcase f m her hands and deftly hands.it to a Guard at his side. He uts his arm around her affectionately steering her toward the art •He gets into the driver's eat of the Cart. She sits next to him. They drive away, 320G INT. OMI LAB ORIENTALS HEL ER DARIO SANCHEZ BOND CHIEF-CHEMlST 320C320G CONTINUED: 320(;He nods toward the Chief-Chemist, who stands by one of the Lab tables. He takes up a beaker with the gasoline cocaine mixture ..The Chemist adds the liquid to the mixture, the cocaine precipitates out. He then recovers it by pouring the liquid through filter paper. While the Group watches, Dario steps up behind Bond sticking his gun into his back.Bond freezes, does what he is told.· loaded in the four tanker trucks.

Our product dissolves c~mpletely in ordinary gasoline, making it completely undetectable.

Hey, you want us to tell you all our secrets before we're partners?

But I've come all the Whichita Falls. The· t home took up a collect

... and they'd be so. dis ppointed if the Professor wouldn' accept .it personally.

It's a truly ma ificent aight. Rebuilt stone fo stone, .restored to all its origi al glory.

Because of a la e cancellation we auddenly hav one place available. Com along, let'•••• if you have ·the aptitude. ·

stands before the Group, behind him on the table are stacked the bearer bonds.

As you saw out side, we have your first shipment of 20 tons being

stop at the door to one of the large stone cones overlooking the Amphitheater. He esco ts her to the door. They enter. 320H INT. OMI 30l'S PRIVATE CON PAM AND 30! /0,/{( 320H enter. The interior is or ately decorated in a Central American Indian style. The room is ominated by a large king-size bed. 3oe lock• the door and swi tly pockets the key as he shows off the room with a sweep of h arm.Pam sits on the edge of the ed provocativ•ly; Joe slides up looking her over as she str ches out her legs.Pam puts her hand on her kne and slowly moves it higher under her dress. She draws her gu and points it into the astonished Professors face.He hands it over. She grabs plain 'WHITE ROBE off a hook by the door,slips it on, and ste s outside, fr,/tqlocks Professor Joe in his ro m, then hurries away.at table with Dario'• ;w:i in his back.Bond glances over his shoulder, looking for• ehanee to escape.You keep the gas as a bonus. Sanchez picks up the beaker with the remainder of the gasoline.CONTINUED:He puts the beaker on the table and drops a match in it. The beaker ignites.There is appreciative applause. Bond sees hi• chance as Dario's attention is momentarily diverted by Sanchez' bravado. He kicks out behind him catching Dario in the instep. He smash him across the bridge of the nose with his elbow as he simultaneously knocks the gun from his hand. Bond lunges for the burning beaker. Grasps it, then hurls it at the bubbling RETORT, It smashes and instantly bursts into flame. The people in the room are thrown into panic as the flames spread. Braun and Dario grapple with Bond pulling him out the door on to the gantry. Truman-Lodge quickly snatches up the bearer bonds and pushes the Orientals out the door. Heller rushes out on to the gantry barking orders to the workers to bring fire fighting equipment. INT. MIXING AREA GANTRY ORIENTALS HELLER DARIO PEREZ 324ABond is silent. Sanchez backhands him across the face.·He nods toward the conveyer belt. Sanchez switch•• it off. They throw Bond to it. The metal sides keep him from rolling off. Sanchez looks down into the. teeth of the pulverizer.~ \ ~ 324A CONTINUED: 324A On th• floor of the Mixing Area Heller directs Perez and several of the WORKMEN trying to put out the fire in the small lab. Suddenly something in the Lab explodes, sending burning debris across the hanger and starting several small fires.He calls up to Sanchez.Heller waives the TRUCKS out the Door.and 20 tons of Colombian pure in -the trucks so who needs this?Truman-t.odge burr ies down the stairs. . . ,o/ ,,'f.on parapet overlooking Convoy. She watches 'l'ROMAN-LODG! run from smoke filled Entrance.

Your monthly delivery will be by ocean-going tanker. We will send our chief chemist along to supervise the reconversion.

The Orientals beat a hasty retreat out the way they came. and Braun hold the struggling Bond against the gantry railing as they tie his hands.

still on CONVEYOR BEtT.He switches on Belt. Bond struggles•• he nears the end.Sanchez switches off the conveyor belt just as halt of Bond's body disappears off the end. · Bond's legs are dangling over the end of the belt just above the shoot leading into the jaws of the pulverizerSmoke is quickly filling the room. PEREZ rushes up the stairs. He grabs Sanchez' arm.That's the last you'll see of the stingers. One of the overhead beams collapses. Perez pulls Sanchez to the stairs. Braun follows. Dario stays by the switch.

turns to Pere~ pointin~ to Jeep.He nods to Dario at the top ot the stairs·.switches on the conveyer belt. The sudden movement forces Bond's elbows from under him. He falls flat· on to the moving Belt. He tries to crawl along the .Belt against the flow, but it is a losing battle as he is carried inexorably to the jaws of the Pulverizer.gestures for Braun to come with him. They run to door leading to Hanger. Braun use OPTICAL PALM READER to open door then steps aside to let Sanchez through. Braun steps through putting to his hand to the Optical Reader again. The steel fire door shuts solidly behind them,disappears over end cf Conveyor Belt into Pulverizer. DARIO starting down stairs, stops for a last look back. He spots a flicker of movement at the end of the conveyer belt. He goes back.approaches conveyor belt he looks down into pulverizer. BOND has hooked the rope binding his hands over a metal bar protruding from the end of the Conveyor to keep from falling in. His feet are standing on a block of cocaine merely inches from the whirl!ng teeth of tr.e pulverizer. Dario goe, to one knee, hi• KNIFE springs into his hand. He begi-ns to saw through the rope. It frays and snaps. Bond grabs the bar with one hand. Dario and places h:s boot on bonds fingers, he slowly presses down. Suddenly he sees Pam standing at the top of the stairs, backlit and ethereal !tt her robes. Dario looks up at her, dumbfound.St!l! on one knee he pivots pu!ling back h!s knife to throw it at ru:•:-.Bond menages to snatch at his throwing arm tipping him off balance. Dario falls past him down into the pulverizer. PtJLVER:ZER The white powder turns red. ?AM AND BOND She pulls knife switch on wall, Pulverizer grinds to a halt. z30ND You're a real angel.SANCHEZ' CA~ ?Ulls up, his DRIVER at the wheel.Heller carries missiles to the car. Sanche: gives Braun a ~oc i~ Helle~•s ~irectio~. thru OMIT'!'EDJ {CONTI~O!D)

controller. PAM slips past Jeep when his back is turned. She just ducks inside as doors slide clcsed.

!oadi~g Missile Canisters from the Helicopte~ on to the FORK::~T TRUCK. SANCHEZ and BRAU~ step up behind him. He whirls around to face them.

REVISED: OCTOBER 13,19B8 3,sa IN? CMI MlXlNG ARIA OANT~Y BON~ PAM 3469 help~ him out of PULV!ftlZER, They run down •tairs to the ontrance. Huge tire doox·• are now ·1ocked £n place, fallen deb1"1s make it i~possible to open them. They are ~hok!n; in the am0ke, Bond spots doorway to Hanger.They arrive at the loctee door leading to the Han;er. Bond •••rchco 1n Vilin for mechani•m to open th• duor. Another beam craohes from the ceiling near them. They are hopele••ly trapped, Suddenly so~ething crash•• through tbe brickwork next to the door. Ao the dust settles they••• it is the body of HILtlR ekewervd on end of the FORKLIFT TRUCK prQtruding through w•ll, Pam ahrink• ba~k 1n horror.BONt> t,ooka like he c=ame to a dead end. Bond pushes past the fallen ~r1ck work to"•• into the next room. H pull• Pam wlth him th~ou;h the hole in the WAll. · 10/i. f tXT. OMI ROW OF CONES JEEP S CH!%' CAK ,ft1VER waiting, SANCH!Z emerges fr~m oorway hurry1n~ to CQr, PEREZ ANO H!NCHMEN follow carry1ng Stin;e MISSILES, fhey load them in trunk ut car. · 9An~h•a·lcok• down to phithoater. ~47A HIS POV AMPHl THltJ\':l.ll TRUMAN\_.t,Ot>GI burr in; tuward Wh1 te PlCKOP 'l'1WOK. '/9 EXT. OMI AMPHXl'HIATJlJt . OJUIHTAt. looking aro\ffid• tor Truman-Lodge ana their money. On• of them motio !or the other• to follow h1m. • they move of! TR~MAN-tO~GE emerge rrom the ■ hadowa clutching br11 . c••~ w4th bwarer. He head• for tb ?ickup. Th• SOUNO or ~ANCHIZ 0%CE ■ top• hi~ in hie track• ■Truman-Lo!Sge turn ■ to see SAM IZ a.1. .. t.tng in h.ta car bee'kon.ing to· him. lh~ diveo into Sanch•z • c o/at top vel ot Amphjtheater. in•~ da i;ht, Bond look• dowtl1.-ing OMl ACOLYTES ANtl CIUMOS. SANCH!Z' CAR, 3EEP ANO TH! tAST TANKiR TRUCK just d1••ppearing t rough the Main Gates of the 1nstjtute. e,low tham, in the phitheat•r, lltAON ;et• into PICKUP and drives away.loc~s around as she pulls up besid him in PROFESSOR JOE'S c~~=- He gets in.driving ~owa:c ga~es past !l~eing N$T!TUT! GUARDS AND ACOt:7:.S. :wo GUARDS jump into bac~ o: B~AU? 'S P:C!=UP. PAM spots JOE ::-unning aheaci of them carry.:.ig he SR:E:Fr.ASE. She pulls wne~.! sharply to right so as to pass cl se by h!m. As they eo~e abr~~st o: Joe, Pam sna~ches the riefcase out nf his grasp.~hey leave him in the dust. She ands Briefcase to Bond. c~ening it he discovers it is f ! l ed with stacks of cash. looks up at her sharpJy.349D FIELD N~AR OM! :~O? Di.!R CART SOND AND PAM / ~ ... :.~, pu 2 : ~p to Crop Duster in C t. 3ump out and run to ?lane. They tu:n at SOUND OF EXPLO ON.350 z:-:':':'. ROAD CROP DOSTER coNvot"sANt,Ez Vt!R '.,J- 1 ,J 13~acing to catch up. As they descend the mounta!n, the Crop Duster buzzes over the top of thee. ~VT -~• ,"'" ..... -e 1.1 l.i :> • ::... ... ,. ..fv-R #S =-AM ,. • ,ruu•.:.. • , 71-r., J,j~r '. . ,.~--•·· ;\_, . .,. ..,...,: ': C.: banks the C~op Duste~ and be;ins deseend!ng behind TANKER #S. She cuts the airspeed to match that of ~he Tanker. She slow:y descen~s u~t!: on~ wheel settles gently on the top of the !a~~e~ :ra!!e~. 5c~~ ::!:~s c~: =~ :~e str~~-4/;J-:Des±EF~'.t!AN~R' 1;· for:':r:1. -'\\_ 36 ... - '?I "'"r' 1 y?, · .,\_::X,- 1q:, :->:c e~ops onto the moving TANKER. The Crop ~ust~r immediately c- ·.imbs awa~ trom 'the barrage of gunf jre. The SOUND of bullets ~~riking metal resound around Bond. He jumps into the gap betwE:-en the '!'ra!.ler ant! Prime Mover, tall!n; to where his legs are ~angling next to the wheels. He pulls h!:.3elf up, opens the passenger door, and climbs in just as a h&!l of bullets hi~s the door behind him, ~lowing several large holes in it. d e,/~14'" ~1,tx ~-· ·- 333 l~T. PRJ:-1E. MO\'ER CAB SA~CHEZ' MER~EDES T~iK ~!-•~~ER BOSD ~I ,/ ··.•. en~erinr cab. Drl\'er pulls ~fc'f~f.:rrorn sceb~r~··attached to wall above seat end slashes out. Bond blocks blow, then 1rabs fir~ ~~tin,uisher from its hutder end sprays it into Driver·s lace temporaz·ily blindhia ldm. Bond &lances into the rearvi~w ml 1·ro1·.'�:./ .... ". ;.~:41. ...... � �:357 EXT. ·:-1:ERCIDES TANKER #5 r/,;t~-'. ' .. -: eo~e, up behind Mercedes pushes it forward. ~ercedes oc~~:erates and pulls -clear. Ahead Ss Trailer #4. 358 l ~T. ~£RC EDES 'CHAt;r:J:£.liR TRli?-lAS-LODGE SASCHEZ ?/l"ti ~~--", 358 en Walkie-Talkie. Trumen-Lodce hold• Nap 1n his lap polntinr to spot on it.He turns aro~nd, sees Tanker •S comint up fest, 1rab1 the - . ' Driver'& erm, and points at the TAKKER •4 ·•head •. ,'.

-ta.'Cis f:-om field on to road tak~s ind ;r;, '"' fi >''".,.\_..:.

In the rearv! ew. mirror Sanchez' Mercedes can be seen comiril up fast on the Prime Mover's left side.

Tt.'1 kl ni the whet- J , ill-. one hbnd, Bond opens the door with the ot l1er and kicks the hapless Truck Driver out the door onto the hood of Sanchez's Mercedes which has pulled alon11ide. 1xr •. SANCHEZ' ntRCEDEs cHAUFF£t;R PEREZ · SANCHEZ 1h1.ort · - . 356 rm;c;;. ORlVER 'i/3°11,..,t . falls bcross the hood of the car obscurin1 the Driver's view. The car swerves al~ng the ro~d. Santhe2 empties his clip into the PRI~E NOVER cab. He b~gins to reload. The Prime Mover swerves towards lhe Mercedes almost forcinr it off the road. Sbnchez see$ body of Truck Driver across windshield.

The Driver reaches throu1h window;- 1rab1 Truck Drivers- heir· e·nd~:.:~;~~~-: pulls hlrn off. He falls into a ditch at the aide of the roed.·:; ···:';-.:.·.:: The ~ercedes surces forward ~head of the Truck. · :~

Perez, Bond has escaped. Wait for•• at the Demoniocroce c:rosa Si11.

swines out and passes the Tanker #4. Bond in Tanker\*' closes the rep. lXT, SASCHEZ' ~ERCEDES TRUMAN-LODGE CHAUFFEUR SANCHEZ rolJs down his window and aotions to the driver of Tanker ~4. The so~~D of the Mercedes honkin1 can be heard. The Truck Driver can be seen roll inc down hia window. Sanchez ahouta to him.The Truck Driver nods in under1tendin1 •• the Mercedes passes . 36\] him. ·IXT. TAXh£R v5 - Bl.:S BOND11/'-\_ .~. ·.· .-.,i 1 ¥> 9/,z,t ~,:rt . c;/iltf coming up fest on Tanker 14. He be1ins to pull out to pass it, but is stopped by an oncominr Bus that sports chic);en cares and piles of baggage lashed on the roof, He pulls back in behind the Tanker #4. EXT. ROAD TANKER w4 ·- TA.~KER, 362

looks in the rearview mirror and swines hi1 IXT, DEMONIOCROCE - JEEP THUGS PEREZ 10/,,Jr X'i,;:: 1tandin1 next to it•• Mercedes pulls up. Driver r•t• out, opens trunk as Senche& speaks to Perez thiou1h open window.Driver hands Perez one of the Missiles and 1et1 back into Mercedes. They drive away. JXT. ~ERCEDES SANCHEZ TRi'lUS-LODGE CHAUFFE~1lCheep price to pay to be rid of him, r"' 366 EXT. ROAD - TA~t£R •S - TASKER #4 366 '. j swinrs out into the passinf Jene partially blockinr Tanker #5 progress. swJnrs his wheel hard r1rht aendinr hia Truck towards the side of Tanker•'-· 368 EXT. ROAD TANKER .,. -TAt.KER #5 I~ . ,It~,:,,·W,:t. . ffk,J q li.f :, ·'. : . 368 bits the side of Tanker #4 sendin1 up shower of sparks. The SOU~J> OF CRCNCHlSG METAL can be heard es the t.wo trucks sideswipe each other like fiant dinosaurs in battle. Tanker '15 repe~tedJy smashes into the other truck. 3c,9 JiT. TAN>a:R os BOND . 'f/i. r' ·,\_,:-,>· to/rt,.,,:. ·,~ 369 r .. I repeatedly turns his wheel towards the other truck·and then s,dnging it in the oµposltff direction, forcing Tanker ¥4 into th~ shoulder or the road. Bond 1ets sliehtly ahead of it. 3ti9A I NT. TAXKER (14 DRIVER 369A on walkie-talkie. v DRIVER So puedo sujetai'to: Este Grinro maneja como un demonlo. (I cannot ... hold him. Thi1,Grin10 drives like . • .. the devil.)·\_-;~::,·:·· ·. · ··· .-ji~:~li•tenin1 on walkie talkie.H~ ~ut1 away welkle-tal~i• and picks up missile.370 EXT. DE!IOXlOCROCE ROADBLO(:~ :\_ TA~KER fl~ STI~GIR !'ilSSlLES TH\;GS PEREZ ~ T1~!1ni\_ •5J01.71/r- JEEP\_ .'J/ f( ·, , 1:~370 COSTJ~t:ED: 370 ,, -~~··'sees Perez eimin1 Missile et him. EXT. CROP D~STER 372 flylns on Bond's "win1• about road Jeve1.·Bond jerks the wheel of the road. IXS£RT - PIRtz·s FI~GtR PCLLI~G TRIGGER OF ~ISS!LE.

369B EXT. nEMosiocRocE JEEP.... THUGS PEREZ ·4/.i:· -::,· · 369B

curve. The other Driver seems to be more cautious. There is 11 11teep drop off on one 1lde of theroad into the Valley below •.,,

sirhtin1 the missile on Bond'• Tanker 05 as comes abreast of Tan1'er #4.

The ~1TSSJLF. SIGHTING SCk£E" is rectaniul.-.r with a cross hair. All imeges ere displayed as infrBr~d s.illaouettes. The outline of the road end mountains Js mostly 1reen .-1th 1malJ waves of red. Sudder.Jy, the outllne af the truck appears ora the scre~n. n,ere llli a ,-n,aJ l rP-d flow 111 lho f1•0nt of the truck .-here the ttnaine is located. The e;russ heirs ertt fixed on the red clowinr en~ine. In an upper corner the word "armed" blinks in red letterin1. TANKER fl5

Bond pulls In front o! Tanker #4. MISSILE SIGHT ~nw nnly one siJhnuette can be seen.

starts to roll over on to two wheels. PEREZ'S POV - THROUGH ~ISSILE SIGHT As word •armed• switches to •fire•·, th• truck's silhouette slants to the rirht in r•Jetion with the roadway and another truct can be seen behind it. The red rlow of the second truck's enrine is now lined up squarely in the.fro•• h-,~,. 376 EXT. ROAD TAXKER #4 - TAXKER v5 376 11 on two wheels. The missile passes hermJessly under i t end hit• ranker u4 causinr a deafenint explosion and fireball. 377 EXT. DtMOKIOC~OCE ROADBLOCK - 1 ii/~ PEREZ 10/11.f,d" ·. , : reacts with disbelief as he takes the firinr canister off his shoulder. Surprise quickly 1ive1 way to terror. PEREZ'S POV Bond in Tanker •5, 1tlJl up on it ■ wheels, bears down on hfm. The remnants of Tanker •4 burn furiously in the beckrround. ~EW A~GLE Perez starts to run for the Jeep which l1 perked in the middte of the road. Jt•• too late, Tanker w5 la 25 yards and closinr fast. Perez throws himself out of the way, a1 Tanker •s settles down on top of jeep flattenin1 it. · 378 OMITTED 378

fire furiously at Tanker •Sas it careens down the road. INSERT Two of Tanker •S's tires are hit by eunfire and blowout. rnT. TA:!KER 115 BOh'D ~{1;.-•:}< - /t {",; ·" ,o/i1~,is havinr rreat difficulty controlJin1 the truck as it 1winrs ·trom aide to side. He 1lam1 on the brakes and the Truck shudders to a halt. BOND'S POV - IN THE R£ARVIEW ~IRROR Perez• s Thu11 runnin1 down the road towards him/ } ,381 EXT, ROAD PEREZ TH\;GS ~)/- ,,·, ,p-'•' . o,/1fl . 1 ~ -,,t 38l firin1 their weapons and runninr towards Bond. The SOUND of the Crop Duster can be heard as it comes .in low over the road re!easin1 a cloud of insecticide on Perez and his Thuca. CJ..OSE A>:GLE Th•Y cover their heads and crumple to their knees. 382 EXT. ilOA.D TAN"ER IJ5 BOND ·;o(i~f ;, 'f,~;,·· i~,J\_sr·1"~'. ,o/,t.•'7.~82 sees Per~z and the Thurs immobi 1 i zed, run~ back to the Tanker,." -f disconne~t• the Trailer, jumps in the Prime Mover, and pushes 1 J:.,--: the Tanker Trailer over the cliff towards the switchback below. • ~e l&ans out the Prime Mover window to see the result. • ~365 EXT. ROAD PRIME :'10VER BOND e,}~ 38.5 drh·es ol f in purauit of the convoy. 38b EXT. ROAD DE:10~IOCROCE CROSSROADS PJCJ\\!P BRAUN ,11 Adrives throuch the flaminr remains of Tanker••• He spot• Perez, w.ho $$ s1andin1 in the middle of the road surrounded by a iilst of irL,<.-c:Ucide. He's courhint end •·ovinr frantically at Braun to slow down. Braun pulls up. Perez 1ets in. 387 EXT. RO.-\D - B1:RX l KG DIBR 1 S - MERCEDES CHAUFFEl:R lo/?,t', . 387 TRv:-2 ..\X-lODGE A~D SA.SCHEZAnother 80 million dollar write off!H~ reache1 baek into the limo for the Vii end shoots Truman-Lodi• several times, killinr him. Chauffeur pulls last three canisters from trunk of Mercedes. Sanchez takes the brie!ce1e from the dead Truman-Lod1e. They leave the road and skirt the fire. 307A IXT. ROAD TAXKIRS #1 A~D •2 DRI\.IRS ,ofc-,,< ::>\_•,. 387A wait beside their trucks watchlnr the fire•• S.4.,CHEZ AND CHACTTEt:Rrush up to them. He 1h·es aisai le• to Tanker Dri"'er ul. , . I SAt;CHEZ (to Driver -1) In your tenker. (COXTJNliED) COSTl~UED: 387A He hends Chauffeur Uzi.Sanchez, still h0Jdin1 the BRJEFCASE, c11mba into the passen1er seat of Tanker • 1. , ~ :-,~"' -,/~,,- .·,. ,\_ · 388 EXT. ROAD - FLAMI~G DEBRIS PRI:'iE MOVER BOND ,J - . /i 388 epproar.hes the fJaminf remnants of the Tanker• •3 6 •4 blockin1·\_·.~·-..\_: the roacJ. Braun• s Pickup I ooms up behind him. :. ~: 389 Jl'\T, PRUSE MOVER Fl.A!"IING DEBRIS - BOND'S POVt;/lor ;.\_ j.- 389 the road ahead is awash in flalnine eosoline •. . o/idoes a "-.·heelie" through it. Braun's Pickup which is~o"· tar behind slows down as it approaches the pools of flemin1 rasoline. THUGS jump out of the beck. leavinr Braun and Perez alone in the cab. 391 1ST. BRAtN'S PJCK~P BRAUN REZ .... looks behind him to see THUGS Jump clear~Braun accelerates to~ards th flames. 3?2 IXT, ROAD BRACS HELLER BRAUN'S PJCKCP r/;o? - roars throurh the flames. When it eaerr•• on the other side, its tires ere burninr. ~/2 .\_ 393 IXT .~OAD TASKER •2 BOND cHAtffJ~ ·\_-~ P~tME MOVER 393 comes up behind Tanker •2 and starts to pa11. Tanker •2 blocks 394 ;:; .-::~KER tl2 PRil'IE MOVER DJIIVEJI cJ/.J~~:, 1 of, rJ"¥ - ',.\_\_\_J now in passen1er 's seat 1•e1 the Prime Mover in his aide mirror. He puts• he•.clip in his Uzi. l~T. PRIME ~OVER - BOND'S POV 395 Tenker u2 is weavin1 acro11 both Janes effectively keepinr the Prime ~over fr~m passin1. EXT. TANKE~ v2 - PRl~E ~OVERDRIVE~- tHACFFEtR . leans out the wind~• •1th hf1 Cii and b•"ins firin1 et the Prime 397 397 the •·iudscreen shatters Cron the Impact of the bullets. XEW ANGLE Bond ducks d~wn but continues to steer the truck. He sets the crui!iie control for '70 mph. qft,J,~ ~··~ ,/,· - . 4t'~t L.~ · . 398 EXT. PRIM:£ noVER - 112 TA~1'ER BOND. 1/1-'tr' -:~ 11/1 . , .;o/Jj( 398 1olti,:t: ,t.J,t; ' c8tches up to u2 TA~KER. Bond pulls up to the rear end. He r - kicks out the •haltered wlndscreen and crawls out on the hood only feet from the rear of the Tanker t;2. It slo•·s for a cur\'e in th~ road. the i~P b~tw~en the trucks closes. Bond stretches ou~ to reach a valve at the rear of the Tanker. He arebs it, but ls strelche<l b~tween the two vehicles as they move apart. Tankvr 112 roes into the curve pul lint Bond ~10!ll with\_ i~•.in?, ~- ?J:U:'ii nov:tR c:ontinues atrei1hl ahead, · -. '· •· := ••-.= ·-.- -... :.. •.. i~! :\ . ::~ ::- -::,-..-r,J,,•~····-· • ~ • -~ • . u " • ••• .,\_S,i.,;:~~ ...- . ...: · ·"" bis feet fall off t11e prime mover, be'a dra11ed elonr. ···The · Prime ~over ~ontinues 1treS1ht ahead off the roed and across thu trackle•• desert. Bond mana1e1 to climb up onto the rear of the tanker. looks up•• shots rinas out. 399 399 fire at BO~D. .400 l~T. BRAUX'S PlCKuP BRAuH PEREZ 400 is reloadin1 his 1un. lreun ia firin1 at Bond as be drives.

on,e near the bottom and then smashes into Tanker #3 causinf ~n en~rmous explosion and the spewinr of fleminr g~soljne In ell Jirections. ·

1/'yJ,.d- r• .:' ~- '.concerned es she watches BO~D.duckin1 dosn to avoid shots. Bond opens outlet valve of Tenker. Gas-cocaine mixture flows out on to the road. 402 txr. aRAl:i • s P1cKuP ,(,,, 11-- ·· ~ >- •• -. ,/~rt 1;::; trh~ lt02

with smokinr tires from pass throu1h flames, drives into the pool o! iasoline from Tanker •2. Roadway burata into flames, engulfin& the pickup. It swerves off road and over edae of cliff'

BOND le04 c 1i mus on top of valve. EXT. CROP D~STER PAM 405 .: s•oops down to~ards BO~D.fl 1•• directly above Tanker landinr orie ...... 1.. on-·top" 'of trai Jerfl·~~. . She mot ions for BOND to 1et in. He 1tand1 ·on wins brace wa~·in1·:~-----: . .:1~ her to ro ahead. She lifts him off •2 Tanker, Just•• flames enrulf it. Tanker explodes. BOXD loo~s eheod to Tanker #1. 40i. l~T. #1 TANKER SANCHIZ 407

flyinr at road level as Pam searches for Bond. PICKUP catapults--:· o-..·er ed1e of cliff. It 111omentu11 takes lt on a trajectory which· ·· ~arries it ov~r the top of the Crop Dust•~• ONJTTED 403

406 EXT. •2 TANKER - CROP DUSTER PA.'I :1/l.~,j': ~,{;\_ ;·:,:,.\_//,ot:.

Plene rises and climbs away with sudden r~.l~~•• ··of Bond'•.-.~ ~- .-ei1ht. Missile misses the body of the pJ•~•• but just clips ... the tail.

reacts to her plane beinr hit, She 1tru11les with the controls. She banks the plane, seerchinr the rround for• place to crash land. · £>:T, CROP DUSTER : :.,jz'f/ 1,, <~ 1rJ/,/ :-. 410 s~eepinr low over the around, smoke· ~ourin1 from its tail.'concentratinr on flyin1 tlae bucldn1'pl9:ne. 41 O'S INT. HER POV .. ·: --9J,,,r th~ rood passes throurh a rap in the rocks, too narrow for the plane, lelOC EXT. CROP DUSTER .I .l IOrtor.., . ✓ te/11,': · 410C landinr herd on road, bouncinr and rol linr to the G;;/.' ~ ANOTHER ANGLE its winis are clipped off•• lt taxi;~~hrou1h410D ··.·. -~~":minus winrs, rol 11 to • atop. P.Vi' r•t• out., EXT. DESERT -CROP DUSTER PAM 410£ lookinr around the vest emptiness. She turns et the SOCND OF A TRt:Cl\ EXGIXE:. AS01.H£R ANGLE The PRIME MOVER Bond was lest on chu1a throurh the desert. It runs into a sand dune and stalls. EXT, •1 TA.~KER BOND scramble• down to outlet valve, opens.it•. •fl· .. ·: - O~iITTEDEXT. "1 TAi"KER (COXTINliED) COSTltiUED: 413Stup! S1op! Tiu: :11 'li1hh.e!r Vri~·er aJams on the brakes. r41S JNT. #1 TAXKER SANCHEZ ,o/"/11 · ., snatches a machete from between the seats and leaps out the dc,or. EXT. ::1 TAXtER SANCHEZ tt(z.,,:,- , ·•, '. ,o/r,p (-c.>·j • ,o1,,.,.~'o.J.:- 416 1r)l/f IJ' cl iu,hs· around· tJ1e back of the ceb and s~ ashes at BOt\D .-1th the mar:1,ete. He 1111sses, but severs the hydraulic bral;.e lines. The tanker. im,oediately starts to roll down a steep slope. The L~IVE~ ju~ps out. S~hchez runs to rear of tanker. He jump~ aboard 1i-abbi111 the outlet valve end closin1 it. Bond who has r,m h~cl,.. al on1 \bt.t top of tanker kicks out at him. He swipt-s at Bund •·1th hla machete. Bond f1Jl1 beck. Sanchez\_ cl.hr.bs up un top of tanker· after hi ■• Bond bJocks a do.-n.-ard- b.low from the rnachttte. Ht- duck and dodaes to avoid Sancher'·. relentless . ,-.·h,1~. Th& Tenker, Row brake,e11 and drlverleai\_, ·hu·rtles alon1 4J6A 1redually .,cceleratS:n1 t~. • considerabJ"e apeed.·~---:..:.;~· •. · .\_ . =· · EXT. TASK£R .111 ~~NC;EZ t~1 :~t;,r 416A wide of the road end do•n an embanksr,ent. Jt rolJa over, thro•·inr BCJSD clt11:1r. The tank's welded sttem has cracked and S:u•r.dine, Jeoks i1, 1t puddle around the it. Bond is dazed. SAXCHEZ limps O\'er tu bJm. He fT6bt. Bt,nd by the h11ir and rais.es the m6chete t~ dec•pit•t• hia. Bond barely has enouth 1tren1th to speak.s~nehez leads closer t~ hear. lXSERl-Bond ta1'es Lei\_ter'a ·11ft H1hter from his p~~~•t.,, 16.-' COXTIS\:Eo: 416Ahe ~trikes the lJ1hler. The flame ahools out icnitinr Senchez• ld5 sn~~•d cloth••· He stAirers blindly enaulfed in flAmes, Uurn faJJ11 into a puuJ of ralic.,line Jeadin1 Crum th• ruptured Tdnk~r. Jt expl~des in a firehall, vaporizin1 hi ■• Bond ls kr,ocked flat by thtt fore• of the explosion. O~iTT;;n 417 ltJi,\ F.XT. ROAD BO~D 417A staggers awey ror the burnSn1 Tanker. Suddenly, throurh an npenina in the rock.a, the PRJ~lE MOVER appears. It pulls to a •toJ,. J>AX open,- thtt p11sstt11gf!r's door. Cl OSJ-; OS HER Get in. Bond j u1,,pt- l n. EXT. ROAD 418. · a-econdary explosions in the BACKGROu~D. · · · · on:TTID 419 EXT. tlOSF. ON SANCHEZ' JGCANA • SIGHT 420 t.ittinr in a chair. SOCXD OF ~l\.iSlC playinsr quietly in B.G. CA:•;;;:"<,.\ pull, bfllc·k to irtc-Jude lo'"':·: 0. SAS CHEZ nO\.: St Ti\£NTV FAfff'i c;l"ESTS ~O~D in Bleck Tie 1ittin1 next to JGVANA at the bar. He speaks into telephone as he fe•ds the Iauana • bit of cocktail cracker end nursvs his vodka martini. A small cocktalJ party 11 in pro~re11. TEl ~ELL DRESSED COUPlES !rom the tnp crust of l•th~us soct~ty chatter q~S,tly ln •••11 1roups amon1 the Pl.ASTIR L1rE SiZE CA~ELS.i I ·...\_\_\_\_,.1 ~e'll do •ome flshin1.I------, :,..) HvSPITAL ROOM LEITER sittin1 uµ in bed.Yes.things• lot ■ore important thin our crazy business.He henr• uv the phone. Lupe Joins him picks up the I1uana from the chair next to Bond. ...· • J thou1ht you hated that anima J.PRESJDENTE HECTOR LOPEZ joins them. She puts her era throu1h h!a affectionately. L\iPE Hector rave•• this house.--,·-·1 c".\_ . ..} LUPE He's had to resi1n in dis1rece.He steps away to areet another 1roup of well wishers. LliPE Thank you tor everytbina. She 1tves him• friendly kiss ASOTHER ANGLE OVER BOND'S BACK PAM comes to the er1trance of the patio dressed in an etecant e,·en i ne dr6's5.e HER POV ~ond end Lupe ki11in1. She becomes more passiona\e. PAM She turns •~•Y deflated, walkin1 to~ard the exit.UiPE You ~Quld stay here with me,Excuse me. He stances around, then aakea his ••Y quickly throu1h the crowd to the edre of the patio well. Lupe trail• after him. She·end • few of the otlaer GUESTS watch dumbfounded•• Bond climbs over .the we I 1. He stops when his head 11 even with the top of it •He jump~ dowai 1.o th.~ level b-Jow. IXT. kOC'1F Of' LJVIXG\_·MOO~ BOKD lends on one knee. ,He just sets ,a 11 iapse of PA:-1 es she hurries 111 or11 the path be l os. EXT. GARDES, SA~CHtZ HOUSE :PA~ hulJing her ,emotions in ,ch•ck ,ea .she -selk• do.-n the steps pa·st -- the wet-erf.-1,ls. She !enters tbe liv1n1 room area neer the :pooJ. t.·:t6. Jl\T. LJVlSG R00:-1 PAM .-nlks into the- rc,om a.top,. Thttre ere t-ear.s .in he:r e)·es. Sudde11 l y .BOND, -•ha hes just I eeped :from ·the ·roof of ·the livtn.1 :rocnn, l b11ds .ri rht ln fror,t. of her. He sweeps her into bi's e:rms -kis1in.1 her :"passionet·ely. A·ft-er ,a ·few moment•:s ,ahc puJ.J·s beck.

tbe IGUANA'S DIAMOXD ~ECKLACE la around her wrist. The i1uana •ears e plain leather collar.

Then turns lookinc for Bond. The smile disappears form her lips es she spots him.

They 1,eurla er,d k! 11 ••r•in sett l in1 down into ,a nest :of ,couches .by the ~c,ol .• CAMERA PANS CP to l·er1e .ceramic f,ish '.SCul.pture ·fount a in. The fi •h 'a ,,eye ..-Jnks. IXD CRID.IT.S

A LONG LENS SHOT of a far distant metallic object hovering just above the ground - maybe two or three miles away . The heat waves and the light refraction off the desert - scape make the object undulate rhythmically , keeping its true shape and appearance indistinct . The VIDEO CAMERA recording this scene zooms back , then pans over - revealing a semicircle of US Army vehicles and personnel . Army Engineers with their tripod - mounted scopes and binoculars are shoulder to shoulder with the armed infantry . Everyone stares off at the same point on the horizon . Waiting . The VIDEO CAMERA movements are HANDHELD , unsteady , as it moves through the line of Army personnel to reveal a second , less organized semicircle of observers fifty yards behind the Army . LOCALS from nearby towns perch in truck beds and on car roofs , Budweiser and Fritos at hand , eyes glued to the distant object . The VIDEO CAMERA image climbs up onto the roof of a parked local TV van , finds the object again in the distance , zooms in , and waits , like everyone else . Abruptly the VIDEO IMAGE contracts , becoming a box CHROMAKEYED behind CNN reporter DUNCAN CRAIS .We PULL BACK from a large television set to reveal .

That was the scene in California's Mojave Desert three years ago today - the historic first view of the Newcomer ship upon its dramatic arrival. As with the assassination of John Kennedy, who among us does not remember exactly where he was that October nineteenth morning, when news first broke : that people have landed. from another star.

These `` Newcomers,'' we soon learned, were a genetically - engineered race, adapted for hard labor in almost any environmental condition. In effect, their ship was a slave ship. washed ashore on Earth with no way to get back to where they came from.

The Hollowpoint Lounge - a cop bar . The off - duty uniformed and plainclothes cops are mostly ignoring the TV , except for two detectives , FEDORCHUK and ALTEREZ , who are waiting for the ball scores .Others laugh .ON THE TV SCREEN , an on - location interview with a CAL - TECH PROFESSOR comes up . Her name and title appear across the bottom of the screen .The CNN reporter , Duncan Crais , appears again .A dishwasher tray filled with beer glasses CUTS ACROSS FRAME , and we PAN WITH IT as it is slammed down on the countertop . Now an interview with a FRESNO HOUSEWIFE standing outside a supermarket comes on the TV SCREEN .WIDER revealing a MASSIVE ALIEN FIGURE in a filthy white busboy 's uniform . His back is to us as he picks up two trays from the counter . The bartender is dwarfed by this Newcomer , but works around him without apparent concern . Fedorchuk addresses the alien busboy .The Newcomer turns - his face is humanoid , but disturbingly alien .The cops at the bar crack up . Henry looks at Fedorchuk - his eyes carrying no malice . or pain . He merely blinks .

I remember where I was - pissing off my balcony at the neighbor's dog!

From the time mankind first gazed up at the stars there had been speculation about a visit by people from `` out there.'' How ironic that when that first contact was made, the two hundred and sixty thousand occupants aboard the craft were as surprised as we were about their arrival. That they awakened from frozen hibernation to find their malfunctioning autopilot had landed them here by mistake.

When the Newcomers were first let out of the ship, they were quarantined in a camp not ten miles from the town here. You can imagine how the people around here felt about that. But once they were releases from the camp and we got a chance to know them, we saw what nice, quiet people they really are.

You got your green card, buddy? You did n't leave home without it?

Jesus, Sykes - it's been less than ten hours. Me and Alterez are on it, okay?

You ever try to make a case in Slagtown? The list of Newcomer informants is about as long as the list of Mexican war heroes.

Nobody talks to nobody down there. Half of them do n't speak English and the other half only when it suits them. It's gon na take some time.

Found his wallet in his jacket pocket. Joshua Strader, big as life.

Look at your dildo partner. He's too scared to even come down to the sand.

Well, if it is n't Detective Jetson. Forget you hip waders, big guy?

I may be an asshole, but at least I'm a real detective, not some outer shit space thing.

The store owner's son is in a street gang, so now we're thinking maybe it's gang related.

An explosion of color and movement as OPENING TITLES PLAY very quickly . We 're TRAVELING the streets in a n.d. sedan , getting MOVING GLIMPSES of the aliens living among us now : - A coffee shop where aliens eat at some window tables . - A Newcomer leaving a night school with an armload of books . - A city park where a number of alien families have gathered to play some arcane alien game .- A billboard for Pepsi featuring an alien . - The sedan has pulled to a stop at a red light . Suddenly a hand thumps against the glass next to Sykes ' head . and alien hand . Sykes jumps . It 's a NEWCOMER DERELICT standing there , weaving , mumbling in his own language . In one filthy hand holds a quart carton of milk . We know immediately what he wants . Sykes rolls down the window .Sykes gets a whiff of the derelict 's breath as the light changes and the sedan pulls away , leaving him in the street . Sykes grimaces at the smell .- Aliens hanging around outside their homes . - Alien hookers plying their trade .- A Newcomer lowrider pulls up beside the slug - mobile . - An alien couple exit a theater playing `` Terminator III '' . - An alien wig shop . ANGLE TITLES END , and we start to PULL BACK into the slug - mobile and HEAR :

Why's it have to be sour milk that these guys get wasted on? What the hell's wrong with Jack Daniels, or Thunderbird for chrissakes?

Shit, if Kristin had to get married where I could afford it, we'd be holding the reception at Buddy's Burgers.

Yeah, I know it's gon na take time. Like until the Ice Capades opens in Hell, with you two on it.

There's another case I'd like to take. A homicide - a Newcomer named Hubley.

Granger and Pitts have one hell of a caseload. and I would have thought with Jetson here being the first Newcomer plainclothes, and Hubley's body being found over in the Newcomer community.

and we work my hours. I'll do the driving, you do the paperwork. You got ta learn it so you might as well do it all.

Look, Jetson. Get this straight in your head. We're not pals, we're not married, and we ai n't gon na take long moonlight walks together. We're just partners. And do n't call me Sergeant. Call me Sykes. or Matt if you have to.

Man, somebody really hung one on you! I've heard some good ones for you guys. Humphrey Bogart, Harley Davidson. I guess the people at immigration got a little punchy after a while, coming up with names for a quarter of a million of you. You were n't at the back of the line, were you, George?

Anyway, what's it matter to you if we think it's funny, right? Whatta you care?

Was Hubley missing anything when they found him? Was he ripped off?

The guys at the mini - mart last night made a half - assed stab at the money in the till - but I do n't think that's what they were there for. I think we got us a couple'a executions on our hands, George.

Look, you want to fit in here, right? You want to learn how to get along?

Well, there's a thing about partners, about being somebody's partner. You do for each other. And other people's rules do n't mean shit. It's the rules set up between the two of you, that's all that counts. Understand?

Okay. Well, my friend and partner was shot last night and I'm after the shitbag that did it. As my partner, I'm asking you to respect me and help me find him.

Nothing's wrong. I just want to get something straight. You agree that there's a good chance these two shootings are somehow related, right?

Possibly. Good. Well, would you be willing to accept the theory, George, that. possibly. by examining the evidence from one case we might shed some small ray of light on the other? Does that sound unreasonable to you?

Come on. You got nothin' better to do, cushy county job like yours.

Fedorchuk could n't find his ass with his hands in his back pockets.

Men, human men, put them on their, uh - penises - to protect against having babies.

So the Slag they're cutting into upstairs worked at a refinery just like Hubley worked at a refinery.

I'd say that `` possible'' connection between the two cases just got a hell of a lot more possible.

Okay, next step - I got ta go talk to the wife of the Slag store owner blown away last night.

I'm Sergeant Sykes, and this is Detective Jetson, Los Angeles Police Department.

You were partners with him on some Slag - uh, Newcomer real estate thing.

How long you been shooting? That's pitiful. Whattya gon na do if somebody draws down on you, wave your scores on the written exam at'em?

My partner is dead! Because one of you bastards killed him - then disappeared into a rathole down in Slagtown, where he's home and dry,'cause nobody sees nothing, nobody says nothing.

But he did n't figure on you, George. You're going to get me through that wall of silence. You're going to make them talk to me. You're going to help me find that Slag son - of - a - bitch. Comprendo? And if Fedorchuk and the boys in the bullpen do n't like it, screw them. and if the Captain does n't like it, screw him. and if all the Slags down in Slagtown do n't like it. well screw them too!

Okay, just stay back and do what I do. Watch and learn, watch and learn.

Jesus, are the questions too tough for you already? Let's try again -.

That's very colorful. But see - now I've got a problem. I do n't seem to be getting much cooperation from you, Porter. So I guess we're gon na have to take this little session down to my office, ya know?

How could a straight - arrow like you ever pick a roommate like him?

One of the two men was Hubley, right? What about the other one? Did you know him?

My neighbor's kid has a Newcomer girl in his class. She's six years old and in seventh grade already.

Would it really put you out if they tossed that on the grill for a minute or two?

Oh, that's real attractive. You got fur in your teeth, George. Come on, man, we're gon na be talking to people. jeez.

Look, we're not here doing an interview for the school paper. This is a homicide investigation. and if you do n't stop jerkin' us around, I'm ready to start playin' hardball.

The girl out front mentioned Strader's assistant, somebody named Watson. Maybe he knows.

There's lots of things I have n't done, but his ai n't high on the list. Do n't take it personally.

My voice, body, and everything else is saying I'll be back in two hours for Strader, and he better damn well be here.

How'd you like that, huh? Whammo! Both barrels. Dropped him like a bag of cement.

We were chasing you because you ran, you dumb son - of - a - bitch.

Watson. this is my partner here's first coupla days, and he wants to make a good impression. Me, though, the way I feel - this could be my last day, know what I mean? And I'm ready to rain on you like a cow pissin' on a flat rock.

Next time you see him, tell him to call me. unless you want us to keep coming back on you like a bad case of herpes.

It's like having an eleventh finger removed. It hurts like hell, but you never really needed the damn thing in the first place.

Ignore the bitch on the left, that's Edie. I call her Edi Amin. This is Kristin, my daughter. It's kinda an old picture. she's twenty now. Getting married, in fact. on Sunday.

You open to a piece of advice? Tell people you named him after Richard Burton, the actor. Just take my word for it.

and so, and so the doctor says, `` If this is the thermometer, then where'd I leave the pen?''.

You're not. you do n't think that's funny? George, work with me, I always get a laugh with that one. Look, if the doctor's got the thermometer in his hand, then where's his pen got ta be?

Sticking out of his ass. yeah! See, that's what makes it a joke. There's like a surprise, and your mind fills in the funny picture. Here's this guy with a pen stuck in his ass and he thinks it's a thermometer.

No shit, Holmes. You're only from another goddamn planet, for chrissakes.

George, she's not gon na divorce you. You mate for life, remember?

All right, okay. Keep your pantyhose on. Jeez, when in doubt, freak out, for chrissake.

It's all right, George. It's cool. Just wait here, all right? I'll be back in a coupla minutes.

Yeah, that's real good. You guys follow up on that for a coupla months.

I'd like to see you next to a sea of hydrochloric acid, Fedorchuk. see how much surfin' you'd do.

So we've got three guys dead. All Newcomers, all killed the same way - execution style.

What's this nothing shit? It was n't nothing yesterday when you asked Bentner to run that test and he looked like he was about to shit peach pits, and it's not nothing now. Do n't lie to me, George, you're bad at it.

No, see, I do n't leave you alone. I'm your partner. I do n't work that way. Tug did n't work that way.

No secrets, goddammit! You do n't hold back from me. Whatever is going on, you're gon na tell me now!

The hell it is n't, when somebody wires up enough C - 4 explosive to my car to turn me into pink mist!

That Slag was on something, and not sour milk, either? Am I right?

George. look me in the eye. George, you do n't ever lie to me again.

Yeah - we met him. Wonderful boy. close personal friend of George's here.

Look what we're staring at : three Newcomers with nothing in common, right? What if it's just one other guy who killed these three?

Three and one make four. Four Newcomers. of totally different backgrounds.

No, George - you're missing the point. The drug is evidence. We need to have the evidence, ya know?

Do n't piss him off, O'Neal. When he gets like this, I ca n't control him. I've seen this before. He got like this once - I saw him jerk a guy's spine out and show it to him. Nothing I could do. I hadda go throw up.

George, c'mon - lighten up. It's a beauty of a case. Do n't sweat it - we got him by the short hairs. He ai n't gon na make any more of the shit.

It'd be for your own good. I think you'd be better off with a partner who's a little more. by the book.

. Still, I got ta tell you, George, for a quiet guy, you're sure hell on wheels once you get going. I'd kinda hate to miss your next two days as a detective.

I never thought I'd say this, but - for once in my life I think I'm willing to wait for back - up.

George, uh. I want to apologize now, in advance, for all the rotten things I'll ever say or do to you over the years.

Put on your wash - and - wear suit and your clip - on tie, have your landlady tie your shoes for you, and show up at the church. Simple.

Hey, look - we've known Kristin since. since she was conceived in that cabin up in Big Bear. Remember? You and Edie banged the wall so hard, me and Carol were picking plaster out of our hair for a week.

But you're bummed because your ex and her new husband are paying for the whole thing.

This is one - Henry - seven, we've got a possible two - eleven in progress at Porter's Mini - Mart, corner of Court and Alvarado. Requesting backup.

The dashboard is littered with fast - food detritus and two coffees in styrofoam cups making fog circles on the windshield . A hand picks up one of the coffees and we FOLLOW IT to a face , a forty - year - old cop face that 's seen some wear and tear - behind the wheel is MATT SYKES . Beside him is his partner of nine years , BILL TUGGLE . Tuggle expertly munches on a slice of pizza as he talks .Sykes stares out the window , wallowing in his pissed - off mood . Then he spots something that twinges his street - cop radar .THROUGH THE WINDOW Tuggle sees what Sykes sees : two ALIENS in long coats moving down the sidewalk , entering a mom - and - pop mini - mart on the corner . One of them wears dark glasses and a red bandana -LRB- KIPLING -RRB- : the other has on a black vinyl raincoat .

Sykes continues up a quarter of a block , pulls to the curb among other parked cars .

Sykes is already pulling his gun . Tuggle quickly reaches for the radio in the glovebox .Impulsive Sykes is already opening his door and climbing out .Tuggle drops the radio mike and follows Sykes as the Radio Dispatcher confirms the call .

The two cops , guns in hand , move along the row of parked cars across the street from the mini - mart . Through the store window they see the old alien PROPRIETOR behind the counter . His eyes go wide as Kipling whips back his coat and yanks out a short combat pump - shotgun and aims it right at him . The Raincoat alien pulls an identical gun and covers the door . Sykes and Tuggle react to the firepower inside .Through the store window the robbery continues in pantomime . Kipling gestures viciously with the shotgun , yelling orders in the alien language . The Proprietor is quickly filling a paper bag with cash from the register . The PROPRIETOR 'S WIFE , a middle - aged alien woman , stands in the doorway from the back , frozen in fear . The Raincoat alien dances from foot to foot , antsy , wired . Sykes and Tuggle crouch at the car directly across the street from the store entrance .Tuggle leaves the cover provided by the car , runs cater - corner across the intersection . Through the store window Sykes sees Kipling grab the bag of cash , shove it in his coat pocket . Bills fall out , but he does n't care . Then , without warning , Kipling whips up the twelve gauge and blows a hole in the Proprietor 's chest ! The Proprietor slams back against the shelves , slides to the floor . Kipling leans over the counter and FIRES another round into the Proprietor .Tuggle is almost across the street when he hears the shots . The human DRIVER of the getaway car -LRB- parked at the curb a few doors down from the mini - mart -RRB- glances up , spots Tuggle . He leans on the HORN , reaches for a machine pistol on the seat next to him .

Kipling and Raincoat alien react to the horn honk . They spot Tuggle through the store window and open fire - BLASTING THROUGH THE GLASS . A civilian car enters the intersection . The engine is hit by shotgun fire , and the car skids to a stop in the intersection , steam rising from the radiator .

Tuggle dives behind a lamp post . The Driver is out of the car now , brings up the machine pistol to fire at Tuggle . Sykes sees this and opens fire at the Driver . The Driver turns and fires at Sykes . Sykes ducks down , and the car he 's hiding behind is sprayed with bullets . A forty - foot moving van pulls down the street between Sykes and the Driver . Once the truck is past , Sykes is standing behind the bullet - riddled car , gun ready . He rapid - fires - creaming the human Driver . Tuggle is pinned down behind the thin lamp post by the shotgun fire from Kipling and Raincoat alien .Sykes rises and runs across the street toward the getaway car , firing toward the store as he goes . Kipling and Raincoat dodge behind cover . Tuggle seizes the opportunity , jumps from behind the lamp post and runs to the stalled civilian car . He slides across the hood and drops behind the car for cover . Tuggle slowly pokes his head up to peer through the car window . His gaze is met by the face of the OLD MAN driver who is still inside the car .Sykes does n't have a clear firing line on the aliens in the store . As he considers his next move - Tuggle fires at the two aliens . They return fire and he slides down to safety behind the car . Or so he thinks . Glass rains down on him as the car windows are cremated by the shotgun blasts . He flinches as another blast hits the car . He looks over . There 's a big exit hole in the fender beside him . THE SHOT WENT RIGHT THROUGH THE CAR . Another exit hole is BLASTED , inches from his shoulder . Panicked , he scrambles along the side of the car - BLASTS and exit holes following him until he reaches the front of the car . He has nowhere left to go and - - a BLAST comes through the car and catches him squarely in the chest throwing him back onto the street . Sykes ' head jerks around - in time to see his partner of nine years blown away . Kipling keeps firing in Tuggle 's direction until his shotgun CLICKS empty .

Kipling grabs Raincoat and throws him toward the back exit of the store . The shotgun falls from Raincoat 's hands . The two of them run out the back .

Sykes runs to Tuggle 's spread - eagled body . One glance is enough . Nobody ever looked deader .He stares , shocked and incredulous . He ca n't find a way to think or feel about this . Then we see him going crazy right before our eyes , the rage revving . He takes off toward the store as SIRENS are HEARD rapidly approaching in background .

Sykes moves through like a locomotive skidding on broken glass , bangs through the exit .

Sykes catches sight of the two aliens just as they round the corner at the far end of the alley . He takes off , quickly cranking up to full speed .

Sykes rounds the corner . Does n't see them anymore . He slows . moves along this street with some caution . Lots of shadows , lots of hiding places . Sykes HEARS a NOISE , looks up . just in time to see Raincoat on a high , huge billboard . He cuts loose with the shotgun . Sykes dives . Huge chunks of the crate he dives behind fly off into the night . Sykes , on his belly , scrambles deeper among the crates . Raincoat 's shotgun CLICKS empty now . He drops it , swings down off the fire escape , runs off . Sykes is up again in a flash , pounding after him .

Sykes rounds this second corner , races down the street . The only route they could 've taken is through a tunnel up ahead . Sykes approaches the tunnel , all senses wide open .

The murkiness of the tunnel engulfs him as he moves through the mouth . He tries to control his breathing so he can hear . The only SOUND is his own shoes scuffing along the asphalt . Then he HEARS - another set of FOOTSTEPS . Rapid footsteps , coming toward him , ECHOING . He ca n't tell from which direction ! He spins , just as a LARGE SHAPE lunges for him with an alien CRY . It 's the wired Raincoat alien . Sykes gets his gun up just in time and FIRES - once , twice , three times . Raincoat alien is knocked backwards to the wet asphalt by the blasts . Sykes approaches the body slowly . With an inhuman ROAR , the alien snaps forward , lunging at Sykes with outstretched arms . Sykes jumps back , startled , and FIRES twice more at the pale figure . Raincoat goes down and stays down . Sykes relaxes for the briefest moment . Then he HEARS it . a distinctive CLICKING SOUND , metal on metal . Sykes looks up and - Kipling drops down on him from directly above ! Sykes goes down in a heap . He 's managed to hold onto the gun and as Kipling comes for him , he swings the gun hand around . Kipling sees it , lashes out , slamming the gun from Sykes ' hand . Sykes tries to get to his feet , but the alien grabs him and flings him down the tunnel . A SIREN is HEARD approaching in background . Kipling moves in to deliver the coup de grace . As he draws near , Sykes HEARS that distinctive CLICKING SOUND again . SYKES ' P.O.V. Though his vision is BLURRED , Sykes still gets a good look at an exotic silver bracelet on the alien 's wrist . The strands of this bracelet are what make the CLINKING NOISE . ANGLE The alien rears back , and as he does , the approaching SIREN suddenly WAILS louder as a backup patrol car swings onto the street heading this way . Kipling sees this and leaves Sykes , running off down the dark tunnel . ON SYKES dazed , struggling to rise . WE HEAR running FOOTSTEPS approaching . Sykes turns , his eyes wild and unfocused . SYKES ' P.O.V. . An OUT - OF - FOCUS ALIEN FACE looming over him . ANGLE Sykes whips around in a roundhouse swing with all his weight on it , pistoning his fist straight into the alien face . The alien , caught by surprise and off balance , sprawls backward OUT OF FRAME . Sykes is grabbed by a human uniformed cop , as he tries to swing again .Sykes stops struggling , and his eyes focus . He looks at the alien he just decked , sprawled on his ass ten feet away . The alien is a uniformed cop . his name is JETSON .He gets up . A trickle of purple blood runs from his nose .He moves off . Jetson moves toward Sykes and the Raincoat alien 's body . Sykes tenses , thinking Jetson might retaliate in some way . But Jetson simply steps past him to kneel beside the dead alien . He checks for a pulse on the underside of the dead alien 's upper arm . Nothing . Sykes is holding his punching hand in obvious pain . He struggles to rise . Jetson gets an arm around him to help him up .Sykes roughly jerks himself free of Jetson 's grip .He almost loses his balance and has to steady himself against the tunnel wall . Sykes leans there , the picture of impotent rage and frustration . Jetson looks at him , with that slight inquisitive expression aliens exhibit when trying to understand human nature .

An identical round was used in the shooting of a Newcomer named Hubley, two days ago.

Perhaps because even the larger caliber handguns are n't always effective against my people.

It is like your name. Sykes. I'm sure it does n't bother you at all that it sounds like `` ss ` ai k ` ss'', two words in my language which mean `` excrement'' and `` cranium''.

His body was discovered three days ago, in an alley off of Central Avenue, near downtown.

Through the chest. Rupturing both the primary and secondary hearts.

He was employed at the Northwest Petroleum Refinery in Torrance. He was manager of the Methane Facility. He was also a principle partner in a real estate venture to develop low - cost housing for Newcomers.

There was no wallet. but he was still wearing a watch and two rings.

The murder at the mini - mart is not our case. The Captain said -

And as my partner, I ask you to respect me and my desire not to break with procedure.

Newcomers working near methane gasses at oil refineries must paint it on their boots to protect against sparks.

A large number of my people were hired by refineries because the methane fumes are not harmful to us. My spouse's brother is one.

A week ago two men came to see her husband. After they left, he was very frightened. She identified one of the men from a photo I showed her. It was Hubley.

He has not been home since that day. But she told me where to find him.

We'd like to ask you about a business associate of your, Warren Hubley.

Agree to work with me? You do n't like me. you do n't like any of us. You have nothing but contempt for us. And yet you become an outcast from your club of detectives by making me your partner.

From quarantine, when my people first arrived here. He and I were housed together.

In the camps, we were lodged four to a room. The selection process was entirely random. We did not get to stay with our friends. or families.

You do n't know what your father and these two men were arguing about?

If I may make a suggestion. We have different weak spots than you do. Next time, a blow to the nerve plexus under the arm, here, will produce the effect I think you were looking for.

We learn quickly. We adapt. It is our strength. what we were bred for, to adapt to hostile environments.

Our bodies do not assimilate the nutrients if the food has been cooked.

Ss ` loka'. It means literally `` small but intelligent creature''.

We are with the Police Department. This is Sergeant Sykes, and I am -

Your home is quite disordered. I thought perhaps you had been burglarized when I walked in.

Getting married? Congratulations. You will be taking Sunday off, then.

And this is Richard. My son. He's four years old. We named him after the former President, Richard Nixon.

There is so much our two peoples do n't understand about each other.

You humans are very curious to us. You invite us to live among you, in an atmosphere of equality we've never known before. You lay before us a beautiful green world, full of freedoms and opportunities. You give us ownership of our lives for the first time. and you ask no more of us than you do of yourselves : to live by the rules. rules that are n't made to keep one people subordinate to another, but rules that exist to preserve equality. You aspire to very high ideals here.

I hope you can understand how special your world is. how unique a people you humans are. So it us all the more painful and confusing to us that so few of you seem capable of living up the the ideals you set for yourselves.

We do n't understand the hatred, the contempt. But we must bear it. we must not react in anger. because our situation here is still fragile. The separationists would see us returned to the quarantine camps. The fundamentalists say we have no more human rights than dogs or cats. But the prejudice we face here is so insignificant compared to the pain that we've known before. And that is why we are so grateful.

A man, a human, was wiring it to your car. I did n't get a good look at him.

Warren Hubley was in middle management at a refinery. Joshua Strader operated a successful bar and nightclub.

Like your cocaine, I suppose. The `` high'' lasts several hours. We would receive small amounts of it. as a reward for our labor.

No. I am sure not. That is why I am so concerned. someone must now be producing it here.

But none of my people know how to make it. The process was carefully guarded.

Your people do n't know about this part of out past. And they ca n't know - It would threaten our entire existence here.

They had months in quarantine to develop the plan. Porter, with his chemistry background, must have somehow come up with the formula for the drug. Hubley manufactured it - at the refinery. Strader, through the nightclub, established a distribution network. And Harcourt -

Tell me where the drug has been taken or I will crush your lungs against this wall.

The fifty kilos, Matthew. I have to find it. I ca n't let it get out on the street.

The charge is murder. and conspiracy to commit murder. Hubley, Porter, Strader. probably others.

With Harcourt and Kipling dead, I assume you will be requesting reassignment now.

Massive amounts trigger a. a change. Your body functions seize up, you appear to be dead, but it's really a state of incubation. When you emerge you're.

Because. because of what will happen if humans see what we are capable of becoming.

OPEN on Tuggle 's body , as the body bag is zipped up over his face , and the litter is lifted into the back of the Coroner 's wagon . WIDEN to reveal Sykes , standing nearby , watching . The Wagon pulls out , and Sykes turns , moving past all the LAPD black - and - whites and forensics wagons , and COPS -LRB- two of them aliens -RRB- and DETECTIVES , and RUBBERNECKERS -LRB- some alien -RRB- . He moves into :

The CRIME SCENE TEAM is checking for prints , digging slugs out of the wall , photographing everything . Several UNIFORMED COPS mill around . Sykes moves aimlessly around the room like a stranger at a party . The Proprietor 's Wife stands near the body in a strange rigid posture , a thin , mournful KEENING SOUND coming from her lips . A harried female uniformed cop is trying to get her away from the body , but ca n't get her to budge . MINKLER , a ballistics guy , is tagging the pump - shotgun the Raincoat alien dropped here . NATUZZI , a mean - looking veteran uniform cop is with him .Minkler pulls an evidence baggie from his work box . Inside are four unfired twelve gauge shells .Minkler senses somebody has just stepped up beside him . He looks . It 's Sykes .A new voice enters the conversation .Sykes turns - surprised , and not especially pleased to see the voice is Jetson 's .Before Jetson can say , the female cop who was talking to the Proprietor 's Wife steps up .And he moves off with his partner . Sykes calls after him , but Jetson is already approaching the woman and does n't turn .

BRI Sabot slugs. These puppies are nasty. Two plastic sabots fall away in flight leaving a fifty - caliber slug going two thousand feet per second. Tug might as well've been hiding behind a rosebush.

Hey, give me a hand with this woman, will ya Jetson? We've got to get her to Division for her statement and she wo n't budge.

The slug - mobile pulls up . A drained Sykes moves up the walk to his front door .

Sykes enters his apartment , an untidy bachelor place decorated with negative taste . It 's obviously the maid 's decade off . By rote , he hits the rewind switch on the answering machine on his way into the kitchen . The tape rewinds . He opens the fridge . Not much here . Left - over take - out pizza carton . Left - over take - out Chinese food cartons . Left - over take - out burger wrappers . The answering machine message begins - he glances over his shoulder as he HEARS his daughter 's VOICE . During the following , he reaches the fridge . Brings out a milk carton that 's in his way , sets it on the counter . Reaches in again and this time brings out a bottle of Stoly . Then searches for a semi - clean glass .The machine BEEPS and HISSES . Sykes take the glass and the bottle of vodka , crosses back toward the living room , switching off the answering machine as he goes . Then he stops , turns back , takes the message tape out of the machine and tosses it into a drawer .

Hi, Daddy, it's me. I'm over at Danny's parents' house. talking about Sunday. I thought maybe you'd be home by now. Anyway, uh, nothing really. I just wanted to call and say I love you. I love you, Daddy.

Uh - oh, I should n't' a done that. Knowing you, you'll probably pull this tape out of your machine and save it - in that drawer where you keep every card I ever gave you, and all of my old baby teeth. gross! Anyway, Daddy, do n't save this tape - but I do love you, and I'll talk to you before Sunday.

Danny thought Tug was the greatest - but, then, who does n't? Anyway, love you, talk to you soon. ` Bye.

Sykes enters , stirring a jumbo coffee . He 's slept about four hours , and his face looks like he went a few with Hagler . He crosses straight to Fedorchuk 's desk .Across the room , the Captain 's door BANGS open and CAPTAIN WARNER pounds out , his deep voice booming through the squad room .Two detectives on their way out , stop , and head back into the room . Everybody gathers around , curious , as Warner stands holding a sheet of paper .The detectives GROAN . some angrier ones grumble , `` This is bullshit ! '' , etc. .He turns and heads back to his office in the wake of continued grumbling from the detectives . Sykes , standing to one side , absently watches Warner return to his glass - walled office . Waiting inside are a balding man and an alien in a grey suit . Sykes reacts . The alien in the suit is Jetson . The grumbling continues around him as Sykes considers something .Others grumble . `` Yeah ! '' . Meanwhile , Sykes has decided something . He heads toward Warner 's office . Fedorchuk sees this .

Nobody wanders off! I got an announcement. Get your asses back in here.

I'll make this short. This is a directive from Chief Evaner, who is acting on orders from the Mayor, who is under mandate from the Federal Bureau of Newcomer Relations. As of nine o'clock this morning, one Newcomer uniform officer has been promoted to the rank of Detective, third grade.

Volunteers for duty with the new detective should see me in my office. otherwise I will choose a volunteer myself. That is all.

I do n't know about the rest of you, but I sure as hell ai n't gon na sit still for this. I'm calling the union, pronto.

You are to have nothing to do with the investigation into Bill Tuggle's death. You know that. Leave that for Fedorchuk.

Sykes KNOCKS and enters .Warner is surprised . He never expected Sykes .Warner looks up , clocking this . He looks at Sykes , starting to smell something fishy . The balding man , GOLDRUP , rises to shake their hands .Warner is starting to suspect what Sykes is up to .Jetson looks over at Sykes , knows he 's up to something . Sykes avoids his look .Long - suffering Warner looks up at Goldrup , then finally sighs with resignation . Sykes grins .

He's got a point. That's the sort of thing we should be doing with this early advancement program.

The steel door BANGS open and Sykes and Jetson exit . Next to Sykes ' slept - in look , Jetson in his grey suit looks like a Jehovah 's Witness canvasser . They move past all the black - and - whites pulling out on p.m. watch during :Sykes nods absently , and they walk on . four and a half steps to be exact . Then it hits Sykes . He seizes up cold .Jetson nods . he 's used to this . Sykes cracks up .

They approach Sykes ' ugly sedan , the slug - mobile .Sykes looks at him , perplexed .Jetson gets in and slams the door , leaving Sykes standing there , the smirk dropping from his face .

They 're cruising along in downtown traffic . Sykes drives . Jetson is somewhat cramped in the passenger seat .Jetson is momentarily thrown by this outburst from Sykes . Then .Sykes grimaces at the mention of `` Newcomer housing '' .Sykes looks over at Jetson , pissed .Jetson considers this several moments , then -Sykes stares at him , exasperated . Without warning , he slams the car to a stop right in the middle of heavy traffic , puts it in `` Park . '' Jetson , who is already a little too close to the dashboard , bangs up against it . HORNS instantly go crazy behind them .YELLING joins the HORNS outside . Jetson is visibly unsettled by the chaos .And with that he puts the car in gear and pulls rapidly out .Jetson does n't know what to think - he just holds on .

WINTER , a deputy Medical Examiner -LRB- human -RRB- , is leading Sykes and Jetson along the hall . He reads on the fly from a case file in his hand .

You know I've been over all this with Fedorchuk and Alterez this morning.

Yeah, right. Do n't push your luck. Anyway, according to the sheet, the guy you nailed outside by the car -

Yeah. he was one Martin Helder. White male, twenty - seven. Let's see. wrap sheet shows one armed robbery conviction, a couple for sale of a controlled substance. Oh yeah, and he was wired on coke when you stopped his clock.

No I.D. on him and - well, you know, no fingerprints - so it could be tough. Your buddies this morning went through the mug book but could n't make a facial match.

Lucky for you, you got him in both of his. well, what we loosely refer to as. hearts.

That's the way these people are. You do n't hit both pumps you just piss them off.

We're just about to start cutting in. You're welcome to stick around if you want. It's really fascinating stuff.

Does this have something to do with the test he ran that he would n't tell me about?

Looking for some foreign compound in the blood of that alien you dropped the other day.

They enter briskly through a swinging door . They move among the tables -LRB- some occupied , some not -RRB- during :They have reached a table holding a covered body . Winter unceremoniously throws back the cover . There lies the pale naked body of the Raincoat alien .Jetson smiles slightly out of politeness .Jetson nonchalantly looks over the alien body while Winter and Sykes continue talking off to one side .During this , Jetson has turned the dead alien 's hand over - sees something that brings a frown of curiosity to his face . He leans closer , examining the palm carefully . Then he peels back the alien 's upper lip . Jetson frowns anew , with concern this time . He looks around , spots a Newcomer lab assistant nearby - BENTNER . Jetson motions him over . Jetson begins questioning him using the alien language . Sykes and Winter nearby , remain oblivious .Sykes looks over , now noticing Jetson and Bentner in earnest conversation . He only catches snatches of the alien language . Bentner appears very unsettled by what Jetson is telling him . In response to Jetson 's final statement , Bentner nods - as if agreeing to do something Jetson has requested . Sykes goes over to Jetson .Jetson moves off , leaving Sykes there wondering .

Two large plastic packets are dumped of their contents onto a formica counter . Sykes looks through the dead alien 's effects while Jetson goes through the human 's . ORTIZ , the college girl working the property counter , sits nearby doing homework . Jetson holds up a little foil packet with a puzzled frown .Sykes tears open the packet , unrolls the condom , dangles it before Jetson .Sykes looks at Jetson 's serious expression . He tosses the condom and packet back into the counter and continues searching . A beat , then he ca n't stop himself - he steals a glance at Jetson 's crotch . Still searching , Sykes picks up one of the dead alien 's well - worn heavy work boots . He grimaces . the sides and soles are painted with a viscous black substance . He very tentatively sniffs it . and is grateful that it 's not what he thought it might be .Sykes gets some on his hands , does n't know where to wipe it . Jetson glances over .Sykes looks at him . surprised that he knows .

Nope, got my own. Anything you guys do n't use gets stuffed away in storage.

The shattered windows have been covered with plywood . Through the open doorway we see Jetson talking to the Proprietor 's Wife . She studies a photo Jetson shows her , nods her head , speaking rapidly in the alien language .

Sykes drives along beside the mammoth , steaming network of buildings and pipes that make up the refinery .

Through the loud and smoky refinery we see Sykes walking with the newly promoted Methane Section manager , O'NEAL , in tie and shirtsleeves . The workmen around them are both human and Newcomer .They stop and Sykes hands O'Neal the polariod photo of Raincoat alien . They have stopped near the heavy refrigeration - type door leading to the `` METHANE SECTION '' . Newcomer workers move in and out through the door during :O'Neal reacts . Sykes notices the door to the Methane Section .Sykes watches two more alien workers pass back through the door . O'Neal watches Sykes ' expression for signs of suspicion . HIGH ANGLE SHOT - SYKES AND O'NEAL We see Sykes hand O'Neal a card , then move off . O'Neal watches him briefly , then crosses to some steps and starts up this way . We PAN with him as he enters a door here on the second level .

Mr. Hubley was an all right guy - and a damn good manager. The men liked him. I'm really gon na have to scramble to fill his shoes.

To be honest, it's hard to say. I hate to admit it but - they all still kinda look alike to me.

Wait. You know who it looks like? Yeah. Anderson. Uh. James Anderson. He is n't in today. He took the afternoon off.

Thirty - five percent pure Methane gas in there. I do n't know how these fellas do it.

Hey, what are you, crazy?! You ca n't come in here like this! Hey!

About fifty kilos. of concentrate. and some street grade. in tubes.

O'Neal enters , moves to a telephone , begins to dial . Beyond is a glass wall overlooking the Methane Section . ANGLE - BELOW CAMERA TRACKS through the Methane Section . past the alien workers in lab whites . past all the arcane equipment and chemical procedures . ending in an EXTREME CLOSE UP of a small cylindrical dispenser as it fills slowly with a pale blue , viscous liquid .

We 're SHOOTING THROUGH the slug - mobile window as Sykes pulls up in front of Jetson 's modest but immaculately maintained home on the outskirts of Slagtown . Jetson 's WIFE , an attractive alien woman , stands watering the lawn with a garden hose . Jetson 's son , age six , rides his bicycle along the walkway . Jetson , dressed in his suit for work , crouches near the walkway , playing with his son . Sykes pulls the car toward the curb , rolls his eyes .He HONKS the horn . Jetson looks up , then moves to his wife and kisses her goodbye . Moves to his son , kisses him on the top of his head . Sykes watches all this . and as he does , slowly his derisive expression softens . As corny as this tableau may be , there 's something very appealing about the innocence of it . even to an unrepentant cynic like Sykes . Jetson starts to climb into the car , and we -

CLOSE on an alien hand as it removes one of the drug dispensers from a tuxedo pocket . As the hand brings the dispenser toward the face , we immediately recognize the exotic silver bracelet worn by Kipling the night before . It makes that distinctive CLINKING NOISE . We PAN with the hand to reveal Kipling 's face . sans bandana and sunglasses now . He wears a black tuxedo . He lets a small dab of the blue gel curl from the dispenser onto his tongue . He swallows . and reacts as the rush from the drug hits him . The door to the men 's room bangs open and a MIDDLE AGED POLITICO enters , obviously drunk . Kipling quickly pockets the dispenser , moves past the Politico to the exit .

The men are in tuxedos , the women in evening gowns . Only two of three Newcomers faces present . Kipling threads his way among the tables as the MAYOR , at the speaker 's platform , addresses the assembly .There is laughter from the VIPs . Kipling slides into a seat at one of the front tables . He leans over and whispers something into the ear of the person seated to his right . We see this CLOSE UP , and do n't see who he is whispering to yet . Whoever it is , nods .The VIPs applaud as the spotlight sweeps over to a front table . At first it hits Kipling , then it adjusts to capture WILLIAM HARCOURT , seated to Kipling 's right . Harcourt is an exemplar of the successful Newcomer entrepreneur . handsome , charming , with cool blue eyes that glint with his piercing intellect . He rises , smiling warmly , steps past his striking ALIEN DATE seated to his right , to make his way to the podium . He shields his eyes somewhat from the bright spotlight . Once behind the podium , he slips his notes from a breast pocket as the applause ebbs .The VIPs laugh . He 's won them over instantly with his charm and candor .

Our guest speaker tonight has done so much in his community and for his community in such a short period of time. And I must say, as the founder of the first Newcomer owned and operated corporation in Southern California, he certainly has come quite far in the last few years. Granted, not as far as he came in the years before reaching Los Angeles.

As Mayor of this city, it gives me great pleasure to introduce someone who has so readily made our city his home. and all of us who live here, his friends. Ladies and gentlemen, William Harcourt.

I'm particularly grateful because I actually had the gall to write that in my notes : `` Thank you all for that very warm reception''. Imagine how embarrassed I would've been if it had n't have been such a warm reception.

William, I was wondering if you would n't rather ride with Luisa and me. Two limousines trying to make it across town in all this traffic, we're bound to be later than we already are.

Sergeant. Detective. I was n't aware there were any Newcomers at the rank of Detective yet.

Congratulations. This is my administrative assistant, Rudyard Kipling.

That's right. He and I, along with seven or eight others. Listen, gentlemen, I will be happy to assist you in any way I can - unfortunately, at the moment, I'm overdue at another function.

Excellent idea. Ray, I wonder if you know two of your police officers. Detective Jetson and Sykes.

Please feel free to call my office Monday morning for an appointment.

Congratulations again on your promotion, Detective. Remember. you're out there setting an example in our community. I'll be keeping an eye on you.

I understand you have been resisting my offer Mr. Watson. Your sense of duty to Mr. Strader is noble, but - no longer an issue, I'm afraid.

I will not make this offer again. I want you to work for me, to manage the nightclub as Strader's successor. If you do, you will know a wealth and comfort our people never dared imagine.

Mr. Quint, I believe it's time for our friend's swimming lesson.

It's important to learn new skills. Essential to your growth as a person.

This is getting out of hand. I want you to deal with it. Immediately.

We must learn to embrace the things we fear. and from that grow strong.

Please feel free to sample the quality. The experience will be everything you remember it to be.

I arranged to spend some time with three very resourceful men. With a certain amount of coaxing, one of them was able to reconstitute the formula for me.

They worked very well together. Unfortunately, they are no longer with us. but I was fortunate enough to reap the benefit of their endeavor.

And that's all the effect it will have on you. But when my fellow Newcomers learn they can obtain it here, they will work very hard. to make as much money as they can. to give it to me.

- is not on any books as a controlled substance. Legally it might as well be fifty kilos of. grape jelly.

Sykes , followed by a reluctant Jetson , bears down on Harcourt , who is exiting the hotel with his Date , and Kipling . We see Kipling recognize Sykes from their fight two nights before . but because Kipling looks so different , Sykes does n't recognize him outright . Still , during this , Sykes senses something , though he 's not sure what .Suddenly there 's a voice from O.S. :Harcourt turns as the Mayor and his WIFE step up .The wind is knocked from Sykes ' sails by the presence of the Mayor with a very impatient expression . Harcourt smiles .Harcourt is smiling as he says this last , but his eyes are penetrating . telegraphing a subliminal warning . Harcourt and entourage move off . leaving Sykes steaming .

Walking behind the others . They speak in very low voices ; Harcourt continuing to nod and smile to other passing VIPs during :

That cop, the human, he was the one who killed Anderson and the driver.

When we picked him up, he was talking to those two cops - the two who came to question you about Hubley.

MAFFET , the stocky retired cop behind the counter , hands Jetson a bag of reloads and some silhouette targets . Sykes nods to Jetson , motioning him toward the firing line .Maffet slides open a drawer , takes out a paper bag containing a massive pistol with an enormous bore . By his manner this deal is definitely not kosher . Sykes hefts the weapon .

You said you wanted the biggest thing I could find. Well, this is it.

Casull.454 Magnum. You're talking twice the impact energy of.44 Magnum hot loads.

Yeah, the shells are too big for six in an cylinder. Hell, Matt, you do n't need but one.

Jetson , looking bizarre in his ear - protectors , is taking careful aim with his .38 as Sykes walks up . Jetson slips the protectors down .Jetson , a little nervous at this command performance , turns , sets , and FIRES at the silhouette target . It 's a large , sloppy grouping .Sykes starts loading the thumb - sized bullets into the Casull .Sykes grabs a bullet - proof vest from nearby , slaps it onto the hanging target form . He hits the switch , running the target down to the end of the lane .Sykes raises the Casull , fires . KA - BOOM ! The shell rockets clean through the bullet - proof vest on the target form . The recoil slams Sykes back , jerks his arm up . KA - BOOM ! again , and another hole is drilled through the vest . Other shooters look over . Sykes sets the gun down . sees his hand is bleeding . Jetson absorbs all this , as we -

A violet neon `` X '' FILLS FRAME , flashing hypnotically . It 's a bar catering to rough - trade Newcomer clientele . Several ALIEN MEN , brute laborer - types , lounge around out front . They glare with antagonism as Sykes and Jetson climb out of their car .

Sykes and Jetson walk into the almost total blackness of this all - Newcomer place . A few near - infrared indigo lamps dot the blackness .We can dimly make out booths along one wall , some tables , and the bar . There are maybe twenty figures seated or standing in the darkness . The room falls silent in a wave as Sykes ' presence becomes noticed . Sykes saunters forward , commanding the space with his unhurried movements .Sykes squints into the darkness , then -Sykes nods , starts in that direction .The whole place roars with LAUGHTER . Too late Sykes remembers what his name sounds like to them . He continues down the bar and a figure in one of the booths sticks his leg out and trips Sykes with his size 16 work boot . Sykes stumbles , then recovers and pivots on the offender . Hoots and derisive LAUGHTER . He sees only shadows .More laughter . Sykes gives the darkness where the offender sits a hard stare , then turns and shoulders his way to the end of the bar . Jetson follows . Sykes stops behind a big Newcomer in greasy work clothes . ANGLE The punk Newcomer in the next seat is keeping his head down , trying to be inconspicuous . He glances over at the two cops . his expression shifting to recognition as he spots Jetson . BACK TO SCENE Sykes speaks to the Big Newcomer 's back .The Big Newcomer continues to sip his mug of sour milk . Does n't turn . Sykes grabs him by the shoulder and turns him around . The alien grabs Sykes ' hand off , rising to his full height . He and Sykes lock eyes . Meanwhile . the punk Newcomer -LRB- PORTER -RRB- has started to slip away unnoticed . Jetson spots him , reaches out with one arm , and grabs him by the jacket .He pulls Porter back into play . Now Jetson sees Porter 's face . and he , too , reacts with recognition . Sykes gives Jetson a sour look , releases the Big Newcomer , and turns his malice on the punk Newcomer .Jetson backs off , letting him handle it .And instantly Sykes whips out this flashlight , snaps on the beam , and arcs it into the faces of the aliens around him . Jetson gets a blast of it , too . The aliens are momentarily blinded . Sykes has Porter pinned to the bar , the flashlight in his face , as he starts to handcuff him . But Porter gets a hand free and crushes the head of the flashlight . Darkness falls . along with Sykes ' expression of satisfaction . Porter hurls Sykes back , slamming him into a table . The crowd HOOTS and CHEERS . Sykes finds his way to his feet .He charges Porter , brandishing the flashlight like a club . The two of them battle , then Sykes sees his opportunity and brings his knee up viciously into the alien 's groin . Porter doubles over in feigned agony , then slowly rises again - smiling .Porter grabs Sykes by the shirt front , is about to deliver a crushing blow , when another arm cuts into FRAME , locking with Porter 's , blocking the punch . It is Jetson .Jetson says something to him in the alien language . Porter gives him a hard stare , then moves toward the back exit . Sykes stumbles over to Jetson .And he moves toward the back exit . Sykes watches him go .

Do n't they teach you anything about us in cop school, little ss ` loka'?

I told you - I was in the back of the store. I just heard voices, muffled like.

Yeah. I seen him around. High - roller dude named Strader. Joshua Strader. Runs a club on the west side. Encounters.

That's all I know. You want anything more, you ask somebody else.

Porter leans against an alley wall . He speaks English learned on the streets .He pushes away from the wall , heads for the door to the bar .Porter throws him a look over his shoulder , then disappears through the door . Sykes and Jetson start down the alley .

The wall - mounted menu is in English and the Alien Language . The SERVERS are teen aged humans and aliens . Sykes and Jetson stand at the counter awaiting their order .They both put money on the counter . The kid goes to put the order together . Sykes looks at the alien characters on the menu .The Serving Kid puts their bags on the counter .They take the bags and walk off , digging the food out of the bags as they talk :They climb into the car .

Jetson does n't respond . some things are better left unaddressed . Meanwhile , Sykes has unwrapped his food and recoils in disgust .He holds up two strips of raw meat with patches of animal fur still on them . Jetson meanwhile is grimacing at the dripping cheeseburger he 's just unwrapped . They quickly trade .Jetson looks over at him , smiling .Sykes looks at his burger , his appetite gone , shoves it back into the sack and tosses it into the back seat .

As Sykes pulls onto the street .Jetson pronounces the words and Sykes follows along haltingly . After several tries , he can say it passably well .

An upscale , mostly yuppie - human dance club . The antithesis of the `` X '' bar . A human HOSTESS in a slit dress has just finished seating Sykes and Jetson at a table . She moves off . The two cops look up at the stage . REVERSE ANGLE revealing the exotic alien dancer named CASSANDRA . She moves with a feline blend of strength and grace . Framing her face is a silvery nylon wig that she tosses like a mane as she undulates to the MUSIC . Sykes watches with fascination . The MUSIC ends and Cassandra steps down from the stage , to be replaced by a human DANCER as the next SONG cranks up . Sykes and Jetson quickly intercept her as she heads backstage .She eyes the two of them warily , then moves backstage , assuming they will follow .

She did, did she? Well, she was wrong. Excuse me, I have to change.

Oooh. Hardball. That sounds interesting. Are you going to strike me? You could tie me up and then do whatever you want with me. I've got my own ropes.

You've got me all wrong. I do n't charge money for something that I myself find pleasurable.

Look, I do n't know where Mr. Strader might be. He comes and he goes.

I know. Why do n't you hang around for a while, let me entertain you? It's Matt, right? Now tell me the truth, have you ever. made it. with one of us?

I think you're just a little scared now, about what you might find once the lights go out. A little scared. and a lot curious. Maybe more than you want to admit. But does n't that turn you on, that curiosity and fear, swirling together?

Todd, it's me. The police were just here. looking for Strader. And asking about you.

She moves along the narrow corridor .She moves through a door . Sykes follows closely so does Jetson .

Cassandra grabs some clothes and goes into a stall .Jetson has waited politely half - in half - out of the room . Sykes rapidly motions to him to `` go look around '' . Jetson mimes back , `` Huh ? ''Finally Jetson gets what Sykes is trying to tell him . He says in the uncertain , stagy voice of a bad liar :Sykes rolls his eyes as Jetson exits into the corridor . Cassandra emerges from the stall , wearing a long , stylish , low - cut dress .She is very close to Sykes now . She fingers the lapel of his jacket .

MUSIC drifts up from downstairs . Jetson moves along the corridor , scoping things out . He tries a door . Locked . Tries another one . Open . He eases it wider , then enters the darkened office .

Jetson moves into the office . Looks around . Makes his way to the cluttered desk top . Pushes things around . all the usual stuff . He starts to turn away , then his eye catches something sticking out from behind a row of ledger books . He reaches for it . A small dispenser - of the kind we saw being filled at the refinery . Jetson studies it , his suspicions growing . Opening it , he finds only the barest trace of a viscous substance . He smells it . not enough to tell for certain what it is . But enough that he is very concerned about what it could be .

Cassandra is practically melting herself into Sykes now . She takes his hand and guides his fingertips over her facial ridges . She shudders with pleasure . Sykes begins to perspire .He quickly disengages from her .He shoves a business card at her , then retreats through the door .

Cassandra 's expression instantly turns to worry and she quickly crosses to a phone and punches the intercom button .

Jetson , looking through a desk drawer , hears the intercom BUZZ in the next room . Through the wall -Jetson moves toward the door to the adjoining office , drawing his gun . The floor squeaks beneath his feet . He looks down , then continues toward the door .

I do n't believe this. Look at my suit. Look at what you made me do to my car.

Who knows. He's the boss - he does n't have to check in with me.

Look - Mr. Strader has n't been around for a coupla days. He did n't tell me where he was going or when he'd be back. I swear it.

Jetson eases open the door . It 's the manager 's private office . Jetson sees the phone receiver resting on the desk , the desk lamp on , a lit cigarette in an ashtray - but no one behind the desk . Jetson eases through the door and - - a chair crashes down on him from behind the door ! Jetson goes down , his gun skittering out of his hand .

Jetson and his assailant battle in the well - appointed office .

Sykes hears the fight through the private office door . He throws the door open .

Sykes stands in the doorway , the Casull straight - armed at Jetson 's assailant .The assailant does . He looks at Sykes , scared , breathing hard . He 's a Newcomer in a snappy Armani suit . This is TODD WATSON . Jetson , on the floor , starts to rise . Suddenly somebody flies at Sykes from the side , knocking him sideways down the corridor . It 's Cassandra . Watson seizes the moment and shoves the off - balance Jetson into some furniture and dives for the door .

Watson runs down the corridor , ducking onto a fire escape . Meanwhile Sykes wrestles with Cassandra . She 's as strong as he is , but he has the edge in experience . Jetson , disheveled , appears in the private office doorway , ready to chase Watson , but not knowing which way he went .Jetson nods , takes off down the corridor . Sykes manges to get one handcuff on Cassandra 's wrist , the other cuff around a pipe sticking out of the wall . She SCREECHES at him in the alien language as he collects the Casull and charges down the corridor .

Jetson pounds down the fire escape . Below him , he sees Watson reach the ground and take off running for the parking area . Jetson reaches the ground and gives chase .

Watson zig - zags through the parked cars , Jetson cutting down other rows trying to make up the distance between them .

Sykes bangs down the fire escape , leaping the last fifteen feet to the ground .

Watson reaches his Alfa Romeo , yanks open the door , fires it up . Jetson slides up , ten feet behind the car , pulls his gun , aims . The white reverse - lights flash on . Jetson stands there , gun aimed - but he hesitates to shoot . In that split second hesitation , Watson floors it . Jetson jumping to avoid being hit .

Watson throws the car into Drive , looks up , and sees Sykes standing right in front of the car . He hits the gas . Sykes has no choice then to leap onto the hood of the car . Watson , with Sykes ' face on the other side of the glass , panics and -

- plows the Alfa into some parked cars . Sykes is up in a flash - yanks Watson out of the car . Watson rears back to swing at Sykes , when Sykes swings his arms around in two wide arcs , his fists landing two direct hits in the nerve centers under Watson 's arms . Watson folds over with a `` ooowwph '' sound and drops to his knees .Jetson picks up Watson 's fallen wallet . He looks at the I.D.Watson is still doubled over , just trying to draw one agonized breath .Sykes shoves a business card in Watson 's breast pocket . They walk away and Watson slumps against his car . ANGLE - MOVING WITH SYKES AND JETSON as they walk wearily to the slug - mobile .

Watson is alone , surveying the damage to his Alfa , when he hears footsteps . He turns with a `` What now ? '' expression and - a shotgun butt is slammed into his forehead . He goes down . Kipling stands over him , flanked by FOUR HUMAN THUGS . One of these is QUINT , senior human in Harcourt 's employ .

You tellin' me this guy would die before he'd screw his boss and work for us? Nobody's that dumb.

You never seen this before, have you, Billy? oh, man, you ai n't gon na believe it. seawater is like battery acid to these guys. I do n't know what it is, some kinds chemical reaction. Whatta you think it is, Watson? Whoa, hold him.

What I love about the surf is you can never tell how far up it's going to come until it. whoops, got a little wet there.

Just take it real casual, buddy. Keep your finger on that button and do n't do nothing squirrely.

Harcourt 's private limo glides down the narrow access road , passing a lookout car attended by two alien Thugs . The limo moves down to the beach , parking near an n.d. van . Harcourt exits the limo , walks onto the sand to the back of the van . Here he finds Kipling and Quint and the three human Thugs . They have Watson chained to the van 's rear bumper , facing the sea , and have been working him over with a tire iron . He 's bruised and bloody , but still conscious .Harcourt approaches Watson , kneels beside him , careful to keep the knee of his designer pants out of the sand .Harcourt signals and the two Thugs drag an alien body from the back if the van : a middle - aged alien , Strader , shot twice through the front of his silk suit . Watson 's eyes widen in fear .Watson stares at Harcourt , scared but defiant .Harcourt studies Watson a moment , perhaps even admiring his resolve . Then -Watson freaks out , howling and lashing against the chains .Quint and the Thugs free Watson from the bumper . He bucks and lunges as they drag him toward the surf . Quint addresses one of the Thugs , a new guy .The wave just sloshes over Watson 's lower legs . He screams . Flailing , one of his hands dips below the surface of the water . He howls and yanks out his hand . We see the alien hand dripping seawater . then a thousand droplets of purple alien blood begin to bead all over the hand . The Thugs get Watson swinging .Watson is flung into the surf . ANGLE Harcourt and Kipling have walked down almost to the waterline . We HEAR Watson 's GURGLES and SCREAMS . then nothing . Kipling is very nervous this close to the water . Harcourt seems unperturbed .A wave rushes up the sand . Kipling quickly steps back . Harcourt stands firm , staring it down , and the foam stops six inches from his dress shoes .A moment , then he turns and starts back toward the limo . He motions to Strader 's body and the surf . The Thugs grab the body and heave it into the waves .

Jetson is talking rapidly in the alien language on the kitchen wall phone . Sykes , foreground , takes the bottle of vodka from the refrigerator , throws some ice in a glass , pours himself a shot . As Jetson is talking , he spots the carton of milk that Sykes inadvertently left out of the refrigerator two nights ago . He sniffs it . his eyebrows do an involuntary movement . He finishes with his wife and hangs up . He watches Sykes take a long pull on the vodka .Sykes shrugs , tosses him a glass . Jetson pours the semi - lumpy milk and takes a big swallow . Sykes grimaces . Then -Sykes leans against the counter , getting comfortable , his voice more weary then bitter .Jetson nods - even though he does n't really understand this . They drink . Jetson gazes around .He smacks his glass against Jetson 's . They drink .

Sykes has his wallet out . showing Jetson a dog - eared photo .Jetson sitting across the table from Sykes , looks at the proffered photo . They 're both a little drunk now .Jetson looks at him . Sees something he never thought possible in Sykes . Vulnerability . Trying to break the melancholy mood , Jetson reaches for his wallet .Sykes looks at all the photos sprawled out on the table . and has to laugh . He looks up at Jetson 's sincere face . He may be starting to like this guy .And he clacks his glass against Jetson 's sitting on the table , and -

They are quite a bit drunker . Jetson has doffed his jacket and tie , leans in , listening intently to Sykes .Jetson shrugs apologetically . Sykes pours them each another round .They CLACK glasses , and -

The party has moves into the living room floor , around the coffee table . It 's a quieter moment .Sykes is watching Jetson , mesmerized . The guy 's never said this much at one time before . If he was n't drunk , Jetson would never let himself open up to a human like this .Jetson smiles a little . He knows that 's bullshit .Sykes studies him a long time through heavy - lidded eyes . Finally -Jetson looks at him a long beat , then -Sykes stares at him for about five seconds and then explodes with laughter .Jetson stands unsteadily , and announces :Jetson , going out the front door , just waves over his shoulder without turning around . He 's gone .Sykes , stands there wobbling , then he collapses backward onto the sofa , unconscious . And we MATCH DISSOLVE TO -

The first hues of dawn stream through the window . Sykes remains passed out on the sofa where we left him .

The slug - mobile parked at the curb . Silence , then the RUMBLE of a heavy truck . and a tow truck turns onto this street at the corner . The tow truck glides to the curb in front of the slug - mobile . The driver stays inside as his passenger alights carrying a tool kit and a paper bag . The human is Quint . Quint uses a slim - jim to open the slug - mobile door , then slides behind the wheel .

Quint slides the contents from the paper bag . It is a packet of C - 4 plastic explosives , with a primer cap , and two lead wires with their ends bared . Quint bends down , starts to work under the dash . As his head disappears from FRAME , suddenly another head appears above the seats . George Jetson sitting up groggily in the back seat . A blanket slips off his head and shoulders . He sits there blinking , rubbing his eyes , feeling lousy . Under the dash , Quint starts to whistle as he works . Mistake . Jetson , with a puzzled expression , leans forward and sees this guy in the front seat . Before he can jump - start his brain , Quint sits up , sees him , and hammers him in the face with his fist . Jetson is knocked back , holding his face . That was the last thing he needed .

Meanwhile Quint is shouting and bailing out of the car . He runs and leaps into the already moving tow truck . It is sliding around the corner out of sight just as Jetson stumbles out of the car . He whips out his gun from the unfamiliar shoulder rig and it flies out of his hand . Jetson sags against the side of the car , mumbles an alien phrase , clearly the equivalent of `` Fuck it . '' .

Sykes is in the fetal position on the couch where we left him . Someone is POUNDING on the door . He regains consciousness reluctantly .He shambles to the door and gets it open , admitting Jetson . Jetson holds the C - 4 charge in a handkerchief with one hand and gives it to Sykes .Sykes registers what he 's holding . He moves to Jetson , who is running his head under the tap .

Jetson is starting to take on Sykes ' looks , his clothing rumpled and a day old . Sykes has showered and changed so he 's not suffering as much by comparison . They approach Sykes ' desk .ANGLE - A UNIFORMED SECRETARY distributing phone slips nearby notices Sykes .Sykes and Jetson react again .She moves off .

CRANE SHOT , nice and WIDE , showing the slug - mobile turning off P.C.H. onto a gravel road which curves down the the beach . The following is V.O. as the car approaches the water .We see the car pull to a stop in a cloud of dust .

Sykes sees that his partner is covered with a sudden sheen of sweat , his hands shaking . Sykes softens .He climbs out and Sykes drives down to the beach . toward a cluster of vehicles : a Sheriff 's black - and - white , a coroner 's wagon , and Fedorchuk 's unmarked sedan .

A quick glimpse of a pile of dark yuck in the shape of a person , black and skeletal beneath the remains of a silk suit . Wound around the corpse are streamers of kelp and other high tide detritus . ANGLE ON SYKES , FEDORCHUK , AND ALTEREZ looking down at the body . A CORONER 'S TECHNICIAN is doing a closer inspection .Sykes absorbs this . He rises along with Fedorchuk and Alterez .Fedorchuk looks up at Jetson standing on the bluff above .Alterez shoots a polaroid of the body . Sykes grabs it as it emerges from the camera and walks back toward the car . Fedorchuk flips him the bird . As Sykes rounds the car , he sees that someone has drawn on the door in yellow liquid chalk marker a big star with `` E.T. P.D. '' printed inside it . Sykes looks around . Fedorchuk and the others stand together chuckling , conspicuously not looking in his direction .

Jesus, what a mess. It's gon na be a bear to make a positive determination, but it looks to me like he was shot before being tossed in the drink. At least twice -.

Sykes has stopped to pick Jetson up . He 's wiping the `` E.T. P.D. '' from the door as Jetson approaches from the edge of the bluff . Fedorchuk pulls up alongside in his n.d. sedan . He calls off to Jetson , who is still twenty yards away .Sykes , his face neutral , which we should by now know to be highly dangerous , saunters to Fedorchuk 's car and leans against it .Sykes grabs the back of Fedorchuk 's head and slams it into the steering wheel , BAM - HONK ! , and in doing so , has hurt his hand again -LRB- the hand he hit Jetson with -RRB- . He shakes that hand while lunging in and grabbing Fedorchuk 's car keys with the other .Fedorchuk , holding his bloody nose , watches as his car keys sail out in an arc out over the bluff . Jetson , just climbing into the slug - mobile , witnesses the last of this scene without knowing how it began .

Sykes gets in , slams the door . His hand hurts as he grabs the wheel . He holds the wheel gingerly as he slams the car into gear and hurls gravel up the road toward P.C.H. Jetson looks over , curious .On Jetson 's confused expression , we -

A different burger stand . Sykes and Jetson sit across from each other at one of the outdoor tables . Sykes with his greasy burger , Jetson with his mole strips . This time they have no trouble eating in front of each other as they talk .

Sykes and Jetson enter the cluttered lab office . Winter is here eating take - out chicken at his cluttered desk .Jetson frowns .He wipes his greasy fingers on a napkin , then finds an envelope on the desk and hands it to Jetson . Jetson tears open the sealed envelope . The message inside is written in the alien language .CLOSE ON - JETSON His expression grows stricken as he reads the message . BACK TO SCENEWinter shrugs , indicates the message Jetson reads , as if to say , `` Maybe it says in there '' .Jetson refolds the paper and puts it in his pocket . He is clearly disturbed by what he has read . He looks at Sykes a moment , then quickly breaks eye contact .Jetson quickly moves off . Sykes hurries off after him .

Sykes hurries to catch up with the fast walking Jetson . They eventually reach the elevators and Jetson jabs the button during :The elevator arrives , he steps in . Sykes follows .

They enter the empty elevator . Jetson presses the button to descend .Jetson remains steadfast . Sykes , about to explode , slams his palm against the red Emergency Stop button and the elevator lurches to a halt between floors .The voltage runs out of Sykes . He seems to understand Jetson 's dilemma .Sykes stare at Jetson . absorbing the enormity of the earth - shattering secret this alien has asked him to keep .

Sykes and Jetson move quickly to the slug - mobile . Sykes reaches for the driver 's door handle with his punching hand . He winces in pain . the son - of - a - bitch still hurts . He looks across at Jetson opening the passenger door .Jetson looks over at him . gently reacting to this vote of confidence . They walk quickly around to the opposite doors , climb in .

Sykes and Jetson move down this government - building corridor .They enter a door marked BUREAU OF NEWCOMER AFFAIRS .

HIGH SHOT showing the maze of partitioned cubicles filling this huge room . It 's all but deserted . Sykes and Jetson are off to one side with a heavyset woman -LRB- human -RRB- COMPUTER OPERATOR , who they 're shanghaied into helping them after hours . CLOSER - AT COMPUTER OPERATOR 'S DESK She sits at her computer terminal . Sykes and Jetson stand behind her as she types in commands and information . She types : Hubley , Warren . The computer screen flashes past various information , then settles on a screen full of information of HUBLEY , WARREN .The Operator punches up STRADER , JOSHUA . The screen fills with information .She types it in .But Sykes was n't listening . He 's starting off . an idea forming . He stands there a moment , considering it , his face looking like he 's chewing something sour . It 's so off - the - wall it takes a moment for him to assimilate it . Then -Suddenly the realization hits Jetson , too . He looks at Sykes .Sykes spins to the Operator , excited .She moves up a screen to the top of Porter 's information .She rapidly types in additional information . The screen shifts as she jumps files . Finally she gets a line that reads : ENTER LODGE NUMBER : She types : 7 - 7 - 2 . Sykes and Jetson lean in as the screen goes blank . then information flashes past as the computer searches . then , finally : Occupants , Quarantine Lodge 772 : HUBLEY , WARREN . STRADER , JOSHUA . Sykes and Jetson react - their hunch is coming true . On the computer screen : . PORTER , CECIL . Sykes and Jetson , their faces bathed in the green kick of the screen , stare without blinking , waiting for that forth name . On the computer screen : . HARCOURT , WILLIAM . CLOSE ON - SYKES AND JETSON reacting to the name .

Left Quarantine on November thirtieth, relocated first to Riverside, then moved to Los Angeles early in February the following year. Field of expertise : chemical manufacturing. Looks like he passed up several other better paying jobs waiting for that one at the refinery.

Released on November twenty - ninth. Came immediately to L.A. Ten weeks after arriving he took over the abandoned club which is now Encounters.

Released December one. He and his wife moved first to Modesto, then Coalinga, California - wherever that is - settled in L.A. in April. Field of expertise : organic chemical engineering. He and his wife have one child, a son.

CLOSE on a limousine door as it opens and a tall figure rises from the back seat . We TILT UP to reveal William Harcourt . We MOVE with him as he walks to the n.d. van -LRB- from the beach scene -RRB- parked in front of the limousine . Kipling is just sliding out of the passenger side of the cab . Quint exits the driver door . Kipling slides open the van 's side panel , reaches in for - - a large black suitcase . He slides it out . Harcourt nods . He and Kipling start into the club , followed by Quint .

The club is deserted tonight as Harcourt and entourage move toward the back .

Harcourt and the others move up the stairs to the second floor . Cassandra , wearing a slinky dress , is at the top of the stairs waiting for them . She 's very uncomfortable dealing with Harcourt . Kipling and Quint continue on toward the office door . Harcourt pauses with Cassandra . He touches her neckline of her dress , letting his fingers linger against her flesh .He continues down toward the office door . Cassandra watches him go .

The slug - mobile skids to a stop at the loading dock entrance . Sykes and Jetson climb out . They hop up onto the loading platform and move purposefully into the well - lit interior through the open door .

It is Saturday night , the plant is barely operational - only a few WORKERS around . Sykes and Jetson move purposefully toward the back .Jetson does n't reply - he 's focused beyond what Sykes is saying . Sykes spots O'Neal up ahead by the refrigeration door to the METHANE SECTION .O'Neal recognizes Sykes and does n't wait around for the big Newcomer bearing down on him . He dodges quickly through the refrigeration door and swings it closed . Jetson 's hand hits the door an instant later , before it is latched , and he pushes it open despite O'Neal 's body weight against the other side .

Jetson grabs O'Neal by the collar and drags him deeper into the deserted room .Sykes reaches the doorway , stops and stares .O'Neal 's feet are barely touching the ground as Jetson moves along the row of drug - manufacturing equipment . Finally he reaches a stainless steel tub . he runs a long finger along the inside , comes up with some residue of the drug . It glistens blue on his finger . It holds him mesmerized for several moments . his expression that of a former junkie beholding the stuff he used to covet so .A beat , than Jetson explodes - he sweeps a rack of equipment off the worktable , savagely wipes the drug from his hand onto O'Neal 's shirt - front as he slams and pins the bug - eyed O'Neal to the wall .O'Neal is experiencing real fear now . Sykes has decided to back Jetson up , for better or worse . He takes the `` good cop '' role .Jetson reacts to this . then increases the pressure . O'Neal is really in bad trouble now . Even Sykes takes a half - step forward - thinking Jetson might actually crush this man .Finally , Jetson eases off . O'Neal slumps to the floor , gasping for air .

This time Jetson is the Juggernaut . his expression set and hard . as he strides to the car . Sykes practically has to run to keep up .Jetson has reached the driver 's door of the slug - mobile , yanks it open .And to Sykes ' shock , he throws the car in gear and peels out .Jetson accelerates toward the security gate . The guard in the shack starts yelling and runs out as the slug - mobile bashes through the barricade bar .Sykes stands there like a moron - with no partner , no car . A pickup truck carrying a Worker just getting off his shift starts ambling past . Sykes runs in front of it , waving his badge . The pickup skids to a stop .The poor guy bails out and Sykes jumps in , jamming it into gear . The truck has seen better days . it does n't have much power to give as Sykes floors it toward the exit .

As Jetson races along the freeway , whipping past other traffic . He takes a hand off the wheel , reaches over and pops open the glovebox . He shoves some maps and garbage aside , reaches deeper inside for something - we do n't see what .

Cassandra walks a trio of well - dressed DRUG DEALERS -LRB- two alien , one human -RRB- through the deserted club .

She leads them to the office door , opens it , then lets them enter ahead of her . A couple of them smile at her lasciviously as they brush past . She is about to enter herself when an alien hand flashes in behind her , covering her mouth , pulling her backward away from the door . It is Jetson . He had been hiding behind some crates stacked here in the corridor . He pins Cassandra powerfully to the wall , keeping one hand over her mouth . She struggles until she sees who it is .She hesitates , then decides to cooperate , indicates with a nod toward the office door .

The large suitcase rests on the expansive conference table . A manicured alien hand reaches in and slowly opens it . Inside are fifty one - kilo glass tubes full of the viscous blue drug . Also several of the small , individual dispensers . It is Harcourt , standing behind the table in a pool of light , who has opened the suitcase . He is flanked by Kipling . with Quint elsewhere in the room . The room is lit by track light , creating pools of light and dark . The two alien Dealers ' eyes widen at the sight of the drug . The human dealer does n't know what it is .Harcourt sees the hungering expressions on the alien Dealers ' faces . smiles knowingly . He slides one of the dispensers from the suitcase .One of the alien Dealers takes the dispenser , brings it to his tongue . The other alien dealer turns to Harcourt -He indicates the drug . The first alien Dealer sways gently , enjoying the sensation . The second alien Dealer takes his hit . shudders as the first rush washes over him . The human Dealer is no fool . he grabs the dispenser .Suddenly , a voice from the shadows near the open door to the other office :Harcourt and the others react . Quint leaps to his feet , caught off guard . Kipling reaches for his shoulder holster . A silhouette beside the open door to the outer office nudges Cassandra into the light of the room , then steps out himself . It is Jetson . Quint gets his gun out , is about to aim . when his eyes go wide at the sight of something Jetson holds . It is the plastic explosive charge that Quint was wiring to the slug - mobile . The wires are connected and Jetson 's finger squeezes down hard on the detonation push - switch .Jetson moves forward slowly , holding the bomb in front of him . He is sweating rivers . The others quickly join him . He nudges Cassandra ahead of himself , keeping her where he can see her .He says it with such straightforward eye contact , that Harcourt -LRB- and we -RRB- know he is n't bluffing .Harcourt remains behind the desk . Cassandra stays where she is , near Jetson . The others move to the wall . Kipling in particular is going nuts , letting this happen . Jetson takes the `` sample '' dispenser from the table , tosses it into the suitcase , then closes the lid and locks it . All the while keeping his eye on Harcourt and the others .There 's a flicker of concern behind Harcourt 's icy blue eyes . Cassandra stares at Harcourt .Cassandra runs to Harcourt grabbing his jacket .Harcourt looks down at her , totally uninvolved .Cassandra 's eyes go wide as the horror of what he said sinks in . Jetson nudges Harcourt with the suitcase . They start out . Cassandra , wild with rage , grabs Quint 's .357 and with a KEENING WAIL , brings it up toward Harcourt 's face .Jetson drops the suitcase as he lunges for the gun . He manages to knock it away just as she fires - the bullet going into the wall behind Harcourt . Striking like a mongoose , Kipling leaps forward , grabbing the two lead wires on the bomb in Jetson 's hand and jerking them apart . Jetson reacts an instant late . releasing the switch . and nothing happens .Kipling tackles Jetson and they both go crashing to the floor . Quint grabs the gun from Cassandra and hammers her with it , hard . She drops to her knees and Quint viciously hits her again . Meanwhile , Jetson struggles to regain his feet . Kipling rears back and delivers a crushing blow under Jetson 's arm - to the nerve plexus . Jetson instantly folds over forward and Kipling savagely brings up his knee into Jetson 's face , flipping him back . Kipling slams him into the wall face - first , pinning him there .Quint brings the gun up , places the muzzle against the base of Cassandra 's skull , starts to squeeze the trigger . There 's a loud BLAM ! and Cassandra flinches . then looks up . Quint is blown backward away from her . Sykes stand in the doorway from the private office , the Casull smoking in his hand . Quint hits the wall behind him - only it 's not a solid wall , but the huge window overlooking the club . He crashes through it . ANGLE FROM DANCE FLOOR as the wall of mirror explodes IN SLOW MOTION and Quint cartwheels to the floor in a shower of diamonds . ANGLE - IN THE OFFICE Kipling shoves Jetson aside , draws his gun and fires at Sykes . Sykes dodges into the private office for cover . The three Dealers dive behind any available furniture . Harcourt snatches up the suitcase and rushes to the door leading into the adjoining outer office . Sykes swings around the edge of the private office door , straight - arms the Casull into the office and fires . Kipling fires back , crossing toward the outer office door , covering Harcourt 's back . Sykes ducks back down . An unsteady Jetson rises from the floor , sees Harcourt and Kipling escaping , and takes off after them . Sykes straight - arms the gun into the room again . sees Jetson disappearing through the adjoining office door . He moves into the room as the three drug Dealers , arms up in surrender , rise from behind the furniture .Sykes looks at these harmless wimps . then at Cassandra .And he charges out the adjoining office door .

Harcourt and Kipling bang down the metal stairs . Jetson is ten feet above them . Sykes flies out onto the fire escape , a few steps behind Jetson . A POLICE CAR SIREN is HEARD arriving O.S.

Two UNIFORMED OFFICERS bound from their unit and run into the back entrance of the club , leaving the unit running . Two seconds later , Harcourt and Kipling leap down from the fire escape , find themselves near the unit .He throws the suitcase into the passenger side door , jumps in . Kipling dives in behind the wheel , slams it into gear and floors it . Jetson and Sykes hit the ground just as the unit peels out . Sykes raises the Casull and fires at the fleeing car . One slug shatters a tail light , others pepper the rear of the trunk , but the car keeps going .He indicates the slug - mobile parked nearby . They race to it , jump in . Sykes driving . He burns rubber as he pulls out . A second arriving police unit pulls into the alley , heading straight for the slug - mobile . Sykes has to grate between the alley wall and the arriving police unit to get past .

Harcourt and Kipling in the first police unit come thundering down the street zig - zagging through traffic . The slug - mobile is three - quarters of a block behind them . INSIDE THE BLACK - AND - WHITE Harcourt begins fumbling with the dash switches . eventually hitting the right ones and the roof lights and SIREN blast on .

It looks like a backwards chase , the slug - mobile chasing the howling police car through traffic . Jetson alertly eyes the approaching traffic - calls it out to Sykes the way he was trained at the academy .With Jetson 's help , Sykes is able to dice through the cross - traffic without incident .

The traffic ahead of the police car peels off in response to the approaching lights and SIREN . Kipling dodges around the stopped traffic easily . The same traffic that has pulled over for the police car now starts easing back onto the street , cutting off the slug - mobile .

Sykes ' expression tells us he 's slipped into the same juggernaut mode we saw during the foot chase in the alley .But Sykes does n't slow - instead he floors it .

Sykes peels around the merging traffic , cuts across the intersection , and continues the chase . On the wrong side of the road , head - on into traffic . Headlights peel off in front of them as they charge along the wrong side . They eventually catch up to the police unit , racing parallel to it , but with the divider between them . Sykes keeps one hand on the wheel and draws the Casull with the other . He brings it up and around right in front of Jetson 's nose , pointing it through the passenger window at Kipling . At that moment , Kipling glances over and reacts to the bore of this huge gun staring him in the kisser . Jetson reacts to the gun in his face . then reacts to something else he sees beyond it .Now Sykes looks . The light at the intersection has just turned green - and the rows of the cars that were waiting start coming . It 's a wall of headlights coming right for the slug - mobile .

Sykes locks up the brakes . Kipling veers around a couple of cars and speeds away . Because of the other traffic , Sykes has only one course of action . He skids a left onto a side street .

Sykes burns rubber down this quieter street , squeals a right onto another street that parallels the street the police unit is on . At the first street available , he cuts back in behind the police unit .

Sykes ' car tears along below the overpass - with the police unit directly above them ! An on - ramp approaches for the slug - mobile and Sykes floors it .

Harcourt turns in his seat just in time to see the slug - mobile airborne as it flies from the on - ramp , landing a few feet behind the black - and - white 's bumper .

With the slug - mobile now , the police unit hangs a right , cuts through a parking lot , and bounces onto -

The police unit hangs a u - turn into the Second Street tunnel . It clips one of the civilian cars , causing a pile - up of traffic behind the police unit . The slug - mobile skids to a stop , blocked by the clog of traffic in the tunnel . Sykes is out of the drivers door in a flash , stand on the door frame , and yells -People climb out of their cars dazed and bewildered - ignoring Sykes . Sykes slides behind the wheel , bangs his bumper into the car in front of him , and pushes the car far enough forward to get around . He speeds off .

Kipling rockets up a freeway on - ramp . Harcourt smiles with satisfaction - there 's no sign of the slug - mobile behind them . Kipling eases off , blends into the flow of traffic .

Sykes slaloms the slug - mobile through the civilian traffic like Mario Andretti lapping the pack at Indianapolis .

Jetson spots the police unit in the right hand lane ahead .Sykes sees it . Thinking fast , he eases off , using another car as a blind . He waits until the police unit is parallel to an off - ramp , then guns ahead and swings right , directly for the police unit . Kipling looks over , reacts , just as the slug - mobile broadsides the police unit . Sykes forces the police unit up the off - ramp .

Door handle to door handle , the two cars slue to the right . The police unit breaks out in front , but Sykes stays right on its ass . They charge up onto -

The police unit and slug - mobile - bumper to bumper at 80 MPH .

As the cars scream along , Jetson cranes out the side window , looking in distress at the inky seawater flashing past below .

A clear two lane straightaway near the ocean . Sykes pushes the slug - mobile to its limits , pulls alongside the police unit . The two cars trade blows at 90 + MPH . Kipling manages to send Sykes onto the dirt shoulder , slowing him down .

Kipling watches the slug - mobile in the rearview mirror , then looks back out the front to see the end of the road coming up fast ! Harcourt bellows to Kipling , who slams on the brakes .

The police unit skids to a stop before hitting a chain link fence where the road ends . An abandoned drawbridge and the ocean are on the other side of the fence . With nowhere else to go , Harcourt yells something at Kipling and Kipling floors it back the way they came .

The two cars are racing for a full head - on . At the last instant , Sykes wrenches the wheel , throws the slug - mobile sideways , passenger side first . The police unit smashes into the rear door and fender of the slug - mobile , both cars skidding madly to a stop . A fire ignites under the hood of the police unit .

Sykes sits stunned behind the wheel . Disoriented but conscious , he raises his head , looks over . sees Jetson out cold , his forehead gashed and bleeding . Then he looks over and sees the fire growing under the police unit 's hood which is crunched up against the rear of the slug - mobile - near the gas tank .

Sykes slides out of the driver 's door , stumbles to Jetson 's door , wrenches it open , and drags the huge unconscious alien away from the cars . He 's still dragging Jetson away when he spots Harcourt pulling himself through the smashed police unit window . Bruised and bleeding , Harcourt reaches in for the suitcase , then starts to run with it . With Jetson a safe distance away from the cars , Sykes clambers to his feet , draws the Casull , and starts off after Harcourt . Harcourt reaches the chain link fence leading to the closed drawbridge . He heaves the suitcase over , then starts to climb . Sykes lumbers past the burning police unit . Kipling is still behind the wheel , his head slumped forward . Sykes is just past the cars when they explode - sending hoods and door panels and glass flying in all directions . Harcourt , on the other side of the fence , grabs the suitcase and limps off into the shadowy world of the abandoned drawbridge . Sykes reaches the fence . Instead of climbing , he simply blows the lock to hell with the Casull , and kicks open the gate .

The end of the bridge is in the `` up '' position . a huge asphalt slab stabbing up into the night sky . Harcourt runs along the pools of light and dark at the edge of the bridge , the black seawater drifting past beside him . His foot slips once and he almost goes over the side . Sykes - backlit by the burning cars , the big Casull a prominent part of the silhouette - just keeps coming . Harcourt reaches the shadows at the end of the bridge - and has nowhere to go . He is backed into a corner , with seawater on two side of him . Harcourt pivots frantically , sees Sykes coming this way . Harcourt is a trapped animal . His chest heaves in panic . Then his gaze falls on the suitcase behind him . and slowly . finally . a look of resolve comes into his eye . ON SYKES He eases cautiously toward the shadows where he knows Harcourt is . There 's some movement among the shadows , and Sykes straight - arms the Casull , his finger white against the trigger . Perspiration drips into Sykes ' eye , but he does n't blink . A long moment then - ANGLE - THE SHADOWS Harcourt emerges from the darkness . His face is composed , the superior glint is back in his eye . His arms are held away from his sides at 30 degree angles , clearly in surrender . Sykes cat - steps forward slowly . Harcourt stares at Sykes ' eyes , and the desire there that Harcourt will give him an excuse . Harcourt simply . smiles .And now Sykes sees it - Harcourt has been holding one of the one - kilo glass cylinders of the drug concealed behind his arm . He brings it up over his head , grins at Sykes , then tilts back his head and cracks the cylinder open . The blue gel pours into his mouth and down his chin . His mouth fills . He looks back at Sykes , making eye contact . his eyes mad , defiant . And - he swallows . Long hold - then the wallop of the overdose hits him . his face contorts in agony as he begins to convulse . Sykes , wide - eyed , lowers the Casull and watches as Harcourt drops to the ground and goes into a massive violent seizure . His limbs hammer against the deck . his back arches fiercely . It is a brutal , agonizing ten seconds . Then , finally , his body becomes still . Sykes , stunned at what he 's just witnessed slowly goes to him and takes his pulse the way he saw Jetson do it . HIGH ANGLE SHOT - THE ENTIRE AREA Sykes stands . He notices the suitcase nearby , latches it , and hefts it . He carries it with him back toward the inferno of the wrecked cars , the Casull hanging heavy and cold in his hand . ANGLE FOLLOWING SYKES He approaches the burning cars , heading for Jetson . As he passes the burning cars , we have a half - second to register that the driver 's door of the police unit is now open before - - a dark figure hurtles at Sykes ' back from O.S ! Sykes is thrown forward . The suitcase crashes to the ground , and the Casull goes skittering off . Sykes looks up - to be met by the singed and bleeding nightmare visage of Kipling ! Kipling reaches down for the suitcase then Sykes hears it - the telltale CLINKING SOUND . He looks - and sees the exotic silver bracelet on Kipling 's wrist . It connects for him ; this is the bandana alien - the one who killed Bill Tuggle ! Kipling brings the suitcase above his head . He is a half - second from hurling it down on Sykes ' skull when - a GUN ROARS . Kipling is thrown back by the chest wound . Sykes looks . ANGLE Jetson , half sitting up , holds the smoking Casull . Kipling recovers enough to come at Sykes again with the suitcase again . Jetson , shaking but determined , fires again , and again , and again . Kipling is driven backward by the fusillade , the suitcase still over his head . until he is blasted at last and forever , suitcase and all , into the molten core of the inferno . Sykes rises , makes his way to Jetson 's side . Jetson has let the weight of the gun carry his hand to the ground . Sykes kneels beside him , gently taking the gun from the alien 's hand . The two partners remain like this , bathed in the orange flickering glow of the fire . HIGH WIDE SHOT of the drawbridge , the debris , the carnage , and our two cops .

The police mop - up is winding down . Cop cars , coroner 's wagons , fire trucks . We MOVE through it all to find Sykes and Jetson seated on the curb , away from the railing .Jetson smiles . He glances up as they are bathed in red and blue light . A patrol car has pulled up next to them . Inside is Wiltey , a uniformed cop .SHOCK CUT - JETSON We rapidly PUSH IN ON HIM as his head snaps around toward Sykes . His expression tells us his blood has just turned to ice .

I'll give you guys a lift to the station. They're waiting to take your statements on the shootings.

ANGLE FORWARD , shooting from the rear of the wagon , toward the DRIVER and ATTENDANT up front .And , without warning , A LARGE INHUMAN HAND FLIES UP IN F.G. , having ripped through the sealed body bag just below FRAME .

No, man, the redhead. The blonde's gone in the house with some other guy. But a few minutes later she comes back out, alone, when me and the redhead are going at it fast and furious in the tub, ya know. and she sees us, and. she climbs right in with us.

Jetson is up front with Wiltey ; Sykes sits in the back , though he is on the edge of the seat , leaning forward toward the front . Jetson is intently , nervously scanning ahead and to both sides .Wiltey brakes , backs up , then turns into the side street . ANGLE THROUGH WINDSHIELD as they approach an eerie scene . The coroner 's wagon is stopped at an angle in the middle of the intersection , headlights and roof lights cutting into the night , the back doors wide open . A patrol car is also here , on the other side of the wagon . There is no movement anywhere near the two vehicles . Wiltey pulls the car up , his eyes like saucers at the eerie scene . He reaches for the radio hand mike . Jetson quickly covers it with a large hand .Jetson is already sliding out of the car .

Jetson , Sykes , and Wiltey move warily forward , their guns drawn . They reach the van and Sykes takes Wiltey 's flashlight , shines it through the open back doors . The doors are bent outward , smashed half off their hinges . One of the body bags is ripped open , literally split from end to end . The blue and red lightbar on the other patrol car can be seen through the wagon 's front windshield . Jetson starts around the wagon toward the patrol car , Sykes and Wiltey follow . Lights all ablaze , it too is abandoned . One door has been wrenched off its hinges and lays in the street , and the front windshield is smashed . Our three cops approach the car , then Wiltey spots something beyond the unit .Sykes and Jetson look . The bodies of the coroner wagon Driver and Attendant , as well as the two OFFICERS from the patrol car , are crushed and beaten and stretched out on the asphalt . Their arms are twisted as though by a mad force - each pointing down the street toward the dock warehouses ahead . Wiltey stumbles away , backward .But Wiltey is going . Jetson starts after him . but Sykes grabs his arm , hard , and spins him .

One minute later . OPEN CLOSE on a light shining into CAMERA , then WIDEN to reveal it is one of the door - mounted spotlights on Wiltey 's patrol car . Wiltey eases the car down the center of the street . Sykes and Jetson , guns ready , walk slowly along on either side of the car . eyes everywhere . MOVING POV as they move past the shadowy dock warehouses . watching for any signs of movement . BACK TO SCENE Sykes and Jetson converse across the hood of the car as they walk . Their eyes everywhere .Sykes looks across at Jetson 's troubled expression . Just then , Wiltey spots a flit of movement cutting across his headlight beams fifty yards ahead . Whatever it was , was large and fast . It darted into an open warehouse door .And Wiltey floors it . Sykes and Jetson watch , unable to stop him .He and Sykes take off running . Wiltey skids to the left , rockets in through the open warehouse door , out of sight . Sykes and Jetson pour it on . They hear a SCREECH OF BRAKES . They reach the warehouse door and race through .

LOW ANGLE , SHOOTING ACROSS the underside of Wiltey 's stopped patrol car as Sykes ' and Jetson 's feet appear around the corner of the warehouse door . The car is still running - the exhaust pipe still RUMBLING and expelling fumes . The feet slow . then cautiously start around the car . We PAN with them as they move around the side of the car . A dark liquid begins dripping in EXTREME F.G. . We MOVE UP , to a CLOSE UP of the car bumper . The dark liquid is blood , dripping deep red on the shiny chrome . We MOVE UP farther , and - - there is Wiltey 's severed head . IN CLOSE UP , resting on the hood of the patrol car . Sykes and Jetson stop dead at the sight . Wiltey 's body lies in a heap on the floor near the car . They both stare , then Sykes looks around the shadowy interior of the warehouse , his expression saying : what the hell could have done this so fast ? THEIR POV There are two paths to go . Both dark and scary as hell . The sound of a distant FOG HORN blends with the CREAKS and DRIPS of this waterfront building . ANGLE - SYKES AND JETSON Jetson reaches into the patrol car and pulls the shotgun from the dash mount . He checks the chamber as Sykes checks the Casull . They exchange a knowing look . then wordlessly , they split up . Sykes takes the path to the left , Jetson to the right . WITH JETSON As he moves into a dark area . He slowly picks his way along a long wall , having to step over all sorts of piled debris , heading toward us . We PAN slightly to the left to HOLD a door in CLOSE UP . The door , already ajar , eases open slightly wider . Jetson hears this . He reaches the door , sets himself , then spins and kicks the door open all the way . There 's nothing inside . now . Jetson looks up , sees movement in the distance . It is Sykes , quite far away , in another section of the warehouse . Sykes leaves Jetson 's field of view .

Sykes walks around a corner - freezes , and cocks his head as he hears VOICES - followed , curiously , by LAUGHTER . He eases forward , peers around a bend , and sees - a table and a chair . On the table is a mini - television , tuned to some local late night talk show . There 's a thermos , a steaming cup of coffee , and a Twinkie with a single bite out of it beside the TV . The chair is empty , except for a jacket slung across the back , the word SECURITY stitched on the breast . The guard is nowhere in sight . Sykes moves toward the table , taking in this eerie sight . He looks around , then continues on .

Jetson moves among the dark nooks and crannies , comes to a set of stairs leading to an upper floor . The top of the stairs is pitch black . Jetson adjusts his grip on the shotgun , slowly starts up the stairs .

Sykes comes to rack upon rack of drying fish nets , hanging from the ceiling . He has no alternate route - he begins pushing through them . SYKES ' POV - MOVING THROUGH FISH NETS Because of the dimness , he ca n't see much beyond each rack of nets immediately before him . He keeps wading through - it 's like a house of mirrors , he ca n't tell now much farther he has to go to get out of the nets , and the deeper in he gets , the harder it would be to go back the way he came . He pushes past one particular rack of nets and looming out of the darkness ahead of him is - - a terrifying face ! ON SYKES He stumbles back , gets tangled in the nets , brings up the Casull , is about to fire when . he sees what the face is . It 's the maiden 's figurehead from the bow of an old ship . The wood is worm - eaten and decayed , creating a hideous visage . Sykes stands there a moment , trying to jump - start his heart again .

Jetson moves along the rickety planks . He comes to a door . He eases it open , enters .

Jetson moves into the shadowy confines . He hears an incessant drip from a sink faucet in the corner . He moves to it . Turns the spigot , stopping the drip . Other drips are HEARD from a dozen other hidden recesses all around him . He glances up at the filthy mirror attached to the wall above the sink . Suddenly he sees the movement of something behind him . He spins with the shotgun . A huge shadow moves along the wall . He pivots the shotgun again - toward the source of the shadow . It 's a length of black tarp , torn and flapping from the ceiling . Jetson lets out a deep breath .

ANGLE down a short passageway to an intersecting hallway . A strand of something hangs in FRAME in OUT OF FOCUS F.G. . It makes an indistinct , rhythmic CLINKING SOUND . Sykes moves along the intersecting hallway . The CLINKING SOUND catches his attention . He stops , listens , then starts down the passageway , toward us . He comes forward into the storage room , having to get very close to the strand of something before he sees what it is . It 's a double strand of chain , CLINKING gently against itself . Sykes reaches out , steadies the chain , silencing it . He considers . It could 've been a natural occurrence . or something could have brushed against it , setting it in motion . He tightens his grip on the Casull , backing away from the chain . He senses something behind him and spins . Nothing there . He relaxes . However - Behind him now , in SOFT FOCUS , we glimpse movement at the other end of the short passageway . It is a figure , moving slowly forward down the passageway , back - lit by the hallway light behind it , its shadow filling the passageway as it approaches Sykes . It stops , inside the room now , directly behind Sykes . Close enough to reach out and touch him . It is an alien silhouette , but larger , more powerful . Suddenly , Sykes senses something is there . He turns , slowly , and - SHOCK CUT - HARCOURT as he steps from the shadows - just like he did the last time Sykes saw him on the abandoned drawbridge . Only this time it is a horribly transformed Harcourt . His eyes are red - rimmed and piggish . His head is lumpen , his skin thick and hard . His neck muscles are corded - giving him a kind of hellish cobra 's cowl . There is still intelligence behind the eyes - but it is a feral intelligence now .Sykes stumbles back several steps , wildly brings up the Casull , and fires . The powerful Casull round catches Harcourt in the shoulder , jerking him back .

Jetson , in another area of the docks , hears the echoing blast of the Casull . He gauges as best he can the direction it came from and takes off running .

Harcourt recovers from the jolt of the bullet impact . The cloth of his disheveled shirt is shredded and powder - burned , but the bullet could n't pierce his plated skin . Harcourt smiles with grotesquely altered teeth , starts toward Sykes . Scared shitless , Sykes rapid - fires . One of his shots misses , shattering a crate beside Harcourt 's head . The remaining shots strike Harcourt full on . Harcourt is jerked by the impact of the bullets each time , SNARLING in anger - but none of the hits stop him . The Casull is empty and Harcourt keeps coming . Sykes stumbles back , but Harcourt is on him in a flash . Harcourt grabs Sykes ' arm holding the gun , yanks hard . We HEAR the POP as the shoulder dislocates . Sykes HOLLERS , and the gun jumps out of his hand .

Jetson races in , shotgun ready . The last of Sykes ' shots are still ECHOING . Jetson looks around , frustrated , unable to tell exactly where they are coming from . He sees the likely path and charges that way .

On the CUT , Sykes ' body is already tumbling down these rickety stairs attached to the side of the warehouse , having been thrown ruthlessly from above . As Sykes ' body sprawls on the dock , the massive figure of Harcourt appears at the top of the stairs . Sykes , scraped and bruised , struggles to his feet . Harcourt moves down the stairs , then vaults over the railing the last fifteen feet . Harcourt lurches forward and , with a taloned grip on Sykes ' shoulders , propels him down the docks .

The first two arriving black - and - whites skid to stops at the coroner 's wagon . The Officers leap out , flagging other arriving units to continue on toward the warehouses .

Sykes is on his feet , but his knees buckle , and he almost collapses again . Harcourt comes at him . Then Sykes sees it - - a fishing boat chugging along past the end of one of the jetties . Sykes makes a break for it .

Jetson charges out at the top of the rickety stairs , frantically scanning for any sign of Sykes . Then , in the distance , he spots the two figures running along the jetty - Sykes being chased by the re - formed Harcourt . Jetson gives the water surrounding the docks an apprehensive look , then gathers up his courage , and races down the stairs to help Sykes .

Sykes lumbers along the narrow jetty . The fishing boat is already passing the end of the jetty . Harcourt is fast behind Sykes as he reaches the end of the jetty and vaults off toward the stern of the boat - landing on the fishing net piled on the rear deck . He yells in pain as his ankle twists under his weight .

Sykes lies there , holding his arm , breathing hard , relieved that he has escaped .

Harcourt ca n't reach the boat from the same jetty Sykes did , so he jumps on a platform beside this jetty , then onto a second jetty . And from here , he vaults across the seawater onto the boat .

Sykes sees the phantom figure land on the boat near the cabin . The fishing boat chugs up the channel toward the open sea .

Jetson sees this and is shitting bricks . Suddenly the stark BEAM of a police helicopter sun - gun stabs down from above . Jetson looks up to see the chopper coming in low , the sun - gun washing over the docks .

The sun - gun hits Jetson standing on the dock , frantically waving his badge at the ` copter , signaling it down . The Pilot starts to take it down .

Sykes is on all fours , clawing his way up the fishing net toward the back of the boat . Harcourt gets one hand on his leg . Sykes jerks his leg away , and Harcourt 's claws dig deep through Sykes ' pants into his legs as he pulls away . Sykes BELLOWS in pain .

Jetson is barely in the seat as it lifts away from the dock . He has to catch himself from falling out the open door . Below , uniformed cops are now seen rushing out onto the dock .Jetson indicates the fishing boat headed toward the mouth of the channel . The helicopter tilts forward and goes .

Sykes manages to pull himself up into the dinghy hanging over the stern of the fishing boat . He pushes to the back of the dinghy as Harcourt 's savage visage appears at the bow . Harcourt grins - the predator with his prey trapped .

Jetson 's face is bathed in sweat as he looks out at the channel water racing past beneath . They come up on the boat and the Pilot plays the sun - gun onto the deck , looking for movement , finally pinning Sykes and Harcourt at the stern dinghy .

The Captain reacts to the helicopter overhead , looks back at what the sun - gun spotlights . He sees Harcourt standing at the bow of the dinghy , starting to clamber in .

Harcourt turns , sees the Captain on the bridge above him . He reaches for a wood - handled gaff nearby . He rears back with it and lets it fly like a spear .

The gaff impales the Captain , off - center in his chest . The Captain , his face frozen in shock , is thrown back against the throttle . The boat lunges forward as the engines REV loudly .

Harcourt is thrown into the dinghy with Sykes . As Harcourt recovers , Sykes spots the release for the tie line on the dinghy . He lunges forward , throwing the ratchet . The line plays out , and the dinghy slides backward into water !

The dinghy bangs along -LRB- at the end of the ten foot tie line -RRB- in the wake of the speeding fishing boat . Harcourt claws his way toward Sykes . Water is already splashing in over the stern transom . the dinghy is sinking . Harcourt grabs Sykes ' leg and pulls him toward him . Sykes holds on to the stern cleats with all his might . Harcourt yanks him free . Sykes kicks wildly at the ratchet release , trying to free the remainder of the line . Harcourt is coming in for the kill when - - Sykes ' foot connects with the ratchet lever . The rest of the tie line snakes through the ratchet , freeing the dinghy from the fishing boat ! The dinghy is rocking wildly , sinking fast . A wave from the fishing boat 's wake splashes in over the side . Some of it hits Harcourt - he HOWLS and falls away . Sykes sees this , tries to clamber over the side , but Harcourt is on him again . Sykes ' body weight at the side of the dinghy coupled with the rocking motion cause more water to wash in over the transom .

Jetson reacts to Sykes and Harcourt battling in the dinghy below .

Harcourt , who is getting more and more wet , HOWLS in agony , thick blood beginning to bead wherever the water touches . Sykes is taking one hell of a beating . Harcourt sweeps Sykes up in a bear hug , is about to crush his rib cage , when Sykes shifts his body weight , knocking Harcourt off balance . Harcourt wobbles , fear on his face for the first time - then he finally loses it , and the two of them tumble overboard into the water , capsizing the dinghy .

Sykes breaks the surface , gasping for air , frantically clawing with his one good arm at the wedge of dinghy still above the water . Suddenly , behind him , Harcourt 's partially melted form erupts from the water , lunges on top of Sykes , and drags him under .

Jetson hangs in the open door , watching in horror , wanting to help , knowing he ca n't .

Sykes breaks the surface , Harcourt 's misshapen lump of a body unmoving but still on top of him . Sykes shoves it away , struggling to stay afloat . His head keeps dunking under . He 's drowning .

The helicopter moves down toward the turbulent water . Jetson hangs in the doorway , watching Sykes ' head dunking under again . The helicopter 's skids are three feet above the water .Sykes ' outreached hand stretches up from the water , but the skid is just too high . Jetson has no alternative , and he does the bravest thing he has ever done . He moves out onto the narrow helicopter skid . Hanging on , three feet above the water , he reaches down for Sykes ' up reaching hand . The fingertips of the two hands waver mere inches from each other . Jetson stretches farther , farther . and the two hands meet ! Jetson winces from the pain of the seawater on Sykes ' hand . He starts pulling Sykes up . When - HARCOURT 'S HEAD BREAKS THE SURFACE A FOOT FROM SYKES ' FACE . His eye sockets are empty and his skin is mostly gone . The nearly skeletal body heaves blindly onto Sykes , breaking his grip from Jetson 's , and dragging him under again . Jetson is frantic . He keeps waiting - but this time Sykes does n't come up . Jetson does n't know what to do . Finally - he leans down as far as he can , his face a foot from the water , SCREAMS to block the pain , and plunges his own arm below the surface ! He feels around , gets hold of something , and pulls . It is Sykes ' wrist . He pulls hard , bringing the sputtering Sykes up out of the water .The Pilot does . Sykes comes up out of the water . His feet are just clear of the surface when - Harcourt 's hand and arm rocket out of the water , grabbing Sykes ' ankle . Sykes looks down in horror . The helicopter keeps moving up , and before Harcourt 's body breaks the surface , the arm tears away from the torso at the shoulder . Sykes wildly shakes the clinging severed arm from his ankle , and it falls back into the water below . Jetson continues pulling him up into the helicopter as it moves off toward shore .

Sykes plops on the floor , soaked , battered , holding his limp arm . Jetson is quickly whipping off his jacket , wrapping the dry part around his own arm , wincing in pain . The Pilot stare down at the circle of water where they just pulled Sykes from .Jetson looks at Sykes , wondering if he will say . Sykes looks at Jetson a long moment , then -Despite the pain , Jetson smiles .

We are CLOSE on Sykes , who is having a hell of a time , trying to tie a tuxedo tie with one arm in a sling . A PAIR OF ALIEN ARMS reach into FRAME to help him . One of the alien arms is also in a sling . ANGLE WIDENS to reveal the alien is Jetson . Both men wear tuxedos .There 's a knock at the door . Sykes opens it . There stands Sykes ' daughter , KRISTIN , twenty years old , looking radiant in her wedding dress . She is in a foyer , and behind her is the interior of the church with all the assembled guests , including Mrs. Jetson & son .Sykes ' heart melts . Before moving to the door :Sykes moves to join his daughter . As he does :Sykes , caught off guard , has to laugh .Sykes takes his daughter 's arm and the two of them start down the aisle . FADE OUT . THE END

BEAU (40), an extremely anxious but pleasant-looking black man, sits in a THERAPIST'S WAITING ROOM. He wears a loose, slightly weathered suit. His eyes, posture and manner are possessed of a striking, childlike innocence. One might even describe him as "touched by the angels." He glances up at... The Therapist's DOOR. A sign reads "In Session. Please Wait Quietly." Above the door: a surveillance camera, aimed at Beau. Beau looks down at the magazine in his hand. It's called Dental Confessions (its cover photo: a screaming mouth receiving a root canal). The sterile ambiance is disrupted by the sound of muffled CRYING from the adjacent room. A woman's crying. She is passionately recounting something. Concerned, Beau looks at the DOOR. As Beau LISTENS, the sounds of the waiting room - the tabletop fountain, air conditioning, etc - DESCEND, muting themselves to favor the vague cries behind the door. Beau snaps himself out of it. He reaches down to switch magazines. He grabs one called Who SAYS You Can't?, but then looks for another. He considers Facing Adulthood, but then settles on "Safe" Things That Can Kill You. There's a harsh THUMPING sound from the other room. The Therapist is heard trying to calm down the now-hysterical patient. Unnerved, Beau tries to ZONE IN on his magazine. BEAU'S EYES. Determined to focus on the magazine's text. They crawl across the page, "reading," but as they reach the end of the page, they continue to crawl, drifting away from the magazine. They alight, once again, on the Therapist's door... The sounds from the other room have become more upsetting. Beau, very tense, has obliviously started chewing at his fingernails. His other hand has TIGHTENED around the magazine. The distressing commotion has swollen to an almost fevered pitch, and then... The DOOR OPENS and the THERAPIST (40s), handsome and charismatic, emerges - with a perfectly happy FEMALE PATIENT.He puts his hand out for a HIGH FIVE. She enthusiastically indulges.Beau, confused, stands up and follows him in.

But right now, when you say "scared," what are you thinking? Can you predict something?

And when you're out there - are you going with any sense of... protecting yourself?

I'm not trying to challenge you. I'm just curious how you would prepare. What are the limits you'd be setting?

You're an adult man, Beau. You need to think about yourself. Start really acting as your own self-advocate.

Tell you what: I'm gonna write you a prescription for a very cool new drug which I think should be smoother on all fronts.

The Therapist gestures to the COUCH. Beau sits down, and the Therapist plants himself on the chair opposite. The opening silence is heavy. Beau is painfully aware that it's his responsibility to start the session. The Therapist waits with a patient smile.The therapist makes a "hmm" face.The Therapist pleasantly waits for more.Beau waits for the Therapist to stop waiting. He doesn't.Beau thinks about it. Tenses. Begins to tear up.The Therapist nods, taking neutral note of this.Beau doesn't react.Beau nods.Beau looks embarrassed.Beau stifles more tears.Beau continues holding back the tears. His face is red with tension as he fights the oncoming deluge.Beau looks cornered.Beau nods.Beau nods again, looking down at his feet. The Therapist cranes his neck to warmly study Beau's tensed-up face.Beau lowers his head even more. The Therapist cranes his neck even more.Beau nods.LATER We're nearing the end of the session.The Therapist laughs: "I know."The Therapist has written a PRESCRIPTION. He tears it out and hands it to Beau. Before he lets go:

Just...thinking about the thought- stopping stuff we talked about. And refusing to engage in arguments I don't wanna have.

Excuse me? Did you by any chance see someone take the keys from my--

I'm calling because my keys were actually just taken from my door and I--

No, Mrs. Kim, it's my door. I need a locksmith to change the lock. Also, I keep finding those security cameras all over the apartment and they look like they're still working--

I was about to leave, but I left my key in the door and when I came back, it was gone.

Nothing's going on! Should I just leave my apartment open to the public when someone's got my key and I don't know what's happening?!

It's okay. You're in control. Nothing's gonna happen. You have the chain-lock.

I live in that building down there, but my keys got stolen and when I stepped out, a bunch of homeless people snuck into my apartment.

Hi mom. I'm just trying to book another flight for tonight, but I think my credit card got declined--

Excuse me, I'm sorry, can you please help? My keys got stole and I got locked out all night 'cause all the bums snuck in, but this morning they were all gone because of a spider and one of them died, but then another one fell on me in the tub and now he's still in there!

Excuse me, officer, I feel like we're driving pretty far and I'm not exactly sure what's happening.

Thank you -- Grace. Hello. I got locked out of my apartment and a bum attacked me in the tub, which is why I'm like this, and I just got driven here by a policeman who didn't believe me.

I was late for a plane ride, but my key was stolen, and then a bunch of bums sneaked in when I ran out to get water, and when I thought they were all gone, a man jumped on top of me in the bathtub. That's why I was naked. And when I tried to get a policeman to help me, he took me to the garbage island. That's where I got stabbed for no reason.

What? No. I can take the sleeping bag, or the couch - or I don't even have to--

All the time probably. I only notice it, though, when you tell me to relax. 'Cause I try to relax and then I don't know how.

Not negative-negative. Just - if something was wrong, she'd focus on that and it'd be the only thing that existed, and if something was good, it was probably not gonna last, so we didn't talk about it, 'cause we'd only be setting us up for more disappointment.

But horrible things do happen. I'm not just afraid of made-up, imaginary stuff.

She also put ipecac syrup in my food a couple times when I was twelve.

Because I spied on her when she was sneaking it, and then I looked it up after I got sick for a bunch of weeks.

I was thinking...maybe it might be a good time for us to go - together, I mean - to, uh...

It's just to show my face and figure out what happened. Not because I don't wanna stay here. I'd wanna come back with you guys.

Please, you can have your bed back. I really just wanna sleep on the couch.

I'm just feeling sick, that's all. I'm not trying to steal anything.

Please, no, that's not right! I didn't do this! I tried to stop it!

Okay, but I was wondering if I could talk to you for a second. I really need to get to Castlesto--

Well - is this like Somatic Experiencing? I've done some of that before.

A girl died and they blamed me. She drank the paint. I told her "stop."

He came. Into my mom. On their honeymoon. That's how I got made.

Only a couple times when I rubbed against something and it came out. The second time it happened, I got a heart murmur.

Oh, hello, I'm uh... This is Beau. I'm an old, high school...friend.

And I still think about you. Even though I used to be afraid to even look at you. Because you're so beautiful.

It's okay. There's nothing to be afraid of. You're an adult man and this is part of living an adult life.

Here, just stop for a second, I just need - oh God, oh, no no no, please please please...

Wait wait wait-wait-wait-wait-wait- wait-wait-wait-wait-no--WAIT! NO! WAAAAAIIIITTT...!!!

That was incredible. I can't believe it. That wasn't even a little bad at all!

Please Mom, you're right, I'm sorry - just tell me that's not my dad! Everything's my fault and I wasn't fair and I'm a bad son! Just please, just tell me the truth! That's not my dad! Just tell me.

Beau exits the building, clutching his prescription. He passes a CROWD of people, all training their iPhone cameras on a DESPERATE MAN STANDING ON THE ROOF OF A BUILDING.Beau inquires to a LAUGHING MAN (30s).

Beau, pinching his prescription and holding a pack of wonder bread, crosses a STERILE PHARMACY. He approaches the DROP-OFF BOOTH. A serious-looking PHARMACIST (40s) registers Beau as he innocently hands over the prescription.The Pharmacist takes the prescription and sulks off to fetch it. As the Pharmacist is distracted, TWO HOMELESS JUNKIES sneak into the drug zone (through the side). Beau sees this and tenses up. He turns to face a POSTER that reads "Abstinence. The ONLY Safe Sex." The Pharmacist returns with the PILLS. Beau notices that the Junkies are hastily pocketing as many drugs as they can.Beau takes all of that in.The Pharmacist twists around to turn on a TV via remote.

The Junkies sneak past the Pharmacist (just behind him). The Pharmacist is aware; he just doesn't care. Beau pays with credit card.

And if your breathing changes or it hurts to blink or you feel warm, call your doctor. That's serious.

Beau has stopped at the park LAKE. He stands by the water, gently tossing pieces of wonder bread to the ducks. They quack with gratitude.

Beau sits in a roaring subway cart. Across from him is a LITTLE BOY happily recounting his day to his DEVOTED FATHER. Beau observes this with an expression that betrays a deep sadness/longing. Beau turns to notice a BUSTY WOMAN'S CLEAVAGE. His eyes trail up to the woman's face. She's staring LUSTFULLY at him. Unnerved, Beau forces his attention to the floor.

A large, poorly kept apartment building. It's surrounded by HOMELESS PEOPLE (along with their tents, cardboard homes and sleeping bags). It's basically SKID ROW. A SUBWAY ENTRANCE/EXIT leads directly to the building's front stoop. THE HARSH SHRIEK OF A PASSING TRAIN HOWLS FROM BENEATH, and Beau promptly emerges from it. He rushes to the BUILDING'S FRONT DOOR, keys at the ready. He ENTERS in desperate haste (evading a run-in with the street people).

Beau enters the elevator. He presses the button for the THIRD FLOOR, but all of the buttons light up - such is the poverty of this building.

Beau emerges from the elevator and walks to his door. SANDY (23), a very cute girl in a bright outfit, pops out of her apartment.Beau jumps.BRIEF, VIOLENT FLASHBACK: A SHIVERING MAN, drenched in sweat and pale as death, is ushered on a gurney by TWO PARAMEDICS. The Man's wife chases after him, weeping. BACK TO SCENE.Beau's eyes are wide with the thought.Sandy smiles suggestively. Beau looks cornered (and a little terrified). Sandy is now feeling embarrassed.

Oh my God! Flavio, the guy down the hall, got bitten in the shower by a Brown Recluse.

Hey, you wouldn't wanna have dinner with me tonight...? I ended up making too much pasta.

Beau's unlit apartment. It is a bland and humdrum dwelling. Stacks of unpacked moving boxes abound (even though he's lived here for years). The one distinguishing factor: all the furniture has been obsessively HAZARD-PROOFED. A BROWN RECLUSE waits motionless in the dark. The door is unlocked and the light is flicked on. The Brown Recluse RETREATS under the couch, unnoticed. Beau enters, none the wiser.

A PAINTING hangs large on the bedroom wall. It depicts a small sailing boat floating modestly on calm water. Scrawled happily across the cobalt blue sky (above the boat) is the word "Simplicity." Beau passes this and stops at another ornament... A page from an old high school yearbook, titled Science Fun!, is taped to the wall. It features a photo of a Young Beau performing an science experiment with a PRETTY FEMALE STUDENT. Beau stops at this for a moment. He looks at the girl. Wistful. The caption reads: "Beau Wilmington and Elaine Bray mix molecules with spunk!" In the corner of this page is a handwritten note: "Have an amazing time in the city, Beau! You're my favorite person!" Signed, with an XO: "Elaine" Beau walks on. He turns on the TV. It's tuned to a NEWS PROGRAM covering a celebrity murder. This plays as Beau fetches his SUITCASE.Beau, now stuffing shirts into the suitcase, switches the channel to a DIFFERENT NEWS STATION.Beau has pulled a shirt from the closet to reveal: A tiny hole in the wall, behind which looms the seeming LENS OF A CAMERA. Beau leans toward it to inspect, when-- A SHATTERING sound is heard outside. A couple BUMS are engaged in an INTENSE FIGHT. Beau tenses up, continues packing.Beau, now very concerned, moves to the WINDOW to investigate. BEAU'S POV: Through the window, down below: a Bum sits on top of another Bum, PRESSING HIS THUMBS INTO HIS EYES. The victim screams bloody murder. Beau's eyes TRAIL OFF to witness a shadowy exchange between a DRUG DEALER and a JUNKIE. (The screams in the b.g. have simmered to a wretched gurgling.) The Drug Dealer and Junkie look up to SEE BEAU WATCHING THEM.BEAU DESPERATELY PULLS THE CURTAIN SHUT. He ducks down, just in case he's still in view. (He's not.)Beau, seriously unnerved, hurries back to his suitcase. After cranking up the TV VOLUME, he resumes packing in a nervous frenzy.

Bruce Springstein was found murdered in the bathroom of his New Jersey home this morning. His heart was carved out of his chest and replaced with the heart of a chicken. The perpetrator left a familiar signature: the word "Orphan" scrawled across the wall. This would echo famed cellist Yo Yo Pa's murder of last month, as his head was replaced with that of a rooster with no eyes. The ominous "Orphan" insignia was also found on his wall.

...and if you're asking yourself "What's our government doing about this obesity epidemic," well, look no further than the First Lady, who's started her own Fitness Retreat for overweight teens - and if you're lucky enough to be one of those, then pack your bags, 'cause you're going on a cruise with Mrs. President herself!

...and now drug traffickers have resorted to pulping witnesses to death in order to use their hollowed-out stomachs as portable drug containers.

And in more horrible news: Rolling Stones film critic Peter Travens was found bludgeoned to death in a Los Angeles sewer. The presumed weapon: his own vintage typewriter, holding a single page bearing one word: "Orphan."

The lights are off and Beau is in bed. On his bedside table is a stack of BOOKS, titled Doing What's Right For YOU!, The Joy of Celibacy and For Pete's Sake, You're Worth It! Outside, it's as quiet as it ever gets (despite the shrill city noise - sirens, horns - in the distance). Beau is not asleep, but he's trying. He "counts sheep." INSERT: Beau's mind's-eye-image of a FIELD OF SHEEP, all bathed in dreamy moonlight. They are marked by numbers, one by one, as Beau continues to count. He's on to 706. The city noise continues in the distance. Suddenly the SHARP SOUND OF PAPER SLIDING ACROSS THE FLOOR snaps us out of the reverie. Beau's eyes open. A NOTE has just been slid under the door by someone in the hall. A hasty SCURRYING OFF is heard. Beau climbs out of bed to pick up the letter. It reads... "Sorry to bother you, but if you could please turn down the volume/bass - Thanks!" Beau pauses. It's completely silent in his apartment. He opens the door and peers into the hall. It's EMPTY. Beau returns to bed. THE ALARM CLOCK SWITCHES FROM 1:07 AM TO 2:42 AM. Another NOTE is slid under the door. Beau climbs warily out of bed. This note reads... "Please, man. People are trying to sleep." Beau looks concerned. He checks the hall again. Empty. THE ALARM CLOCK SLAMS FROM 2:42 AM to 3:19 AM. HOLLOW POUNDING on the other side of the wall, accompanied by the muffled sound of someone yelling "shut up, shut up, shut up." Beau shifts in his bed to turn his back to the wall. Hoping to ignore it. Suddenly, MUFFLED FOOTSTEPS next door. The sound of the neighbor's door OPENING and SLAMMING. Footsteps approaching in the hall. A NOTE is slid VERY HARD under the door. It slides all the way to the foot of Beau's bed. The neighbor stomps back to his apartment. Beau reaches down to pick up the note. It reads "I ASK YOU TO TURN IT DOWN AND YOU TURN IT UP????" Now, muffled through the wall, the neighbor is heard muttering "See how you like it..." CACOPHONOUS HEAVY METAL MUSIC STARTS BLASTING FROM THE OTHER ROOM. Startled, Beau bolts up in bed. He considers doing something, but then resolves to simply lay back down. Nerves rattled, he PLUGS HIS EARS and SQUEEZES HIS EYES SHUT.

Beau is STRESS-SLEEPING. His ears are still plugged by his fingers as a heavy metal "song" concludes next door. When it ceases, we hear that Beau's ALARM CLOCK has been blaring. Beau wakes up to this. He looks to the clock. It's 3:02 PM!Beau JUMPS OUT OF BED and starts getting dressed.

Beau frantically BRUSHES HIS TEETH as he packs up the rest of his toiletries.

Beau snatches his PLANE TICKET from the bed-side table. His destination: Castlestone, CT. Departure time: 5:00 PM. Beau grabs his suitcase and rushes downstairs. He steps into the hall and prepares to lock up, but then he PAUSES. He's forgotten something. Beau runs back inside, LEAVING HIS KEY IN THE DOOR. He also leaves his suitcase in the hall. Beau runs to his bathroom.

Beau grabs his FLOSS from the medicine cabinet and runs back toward the front door, but - HE FREEZES. THE KEY IS NO LONGER IN THE DOOR! His suitcase is also missing. Beau steps into the HALL. Looks left and right. It's EMPTY. The SOUND OF A DOOR OPENING at the end of the hall. A SMALL MAN IN A PARKA (clutching a distended trash bag) emerges from his apartment to walk swiftly in our direction. Beau waits to see who it is. As the Small Man nears:As the Small Man passes:The Small Man continues to speed-walk away, his lips curled into a twisted grin.The Small Man starts to turn a corner.But the Man is gone. Beau's eyes are wild with paranoia.

Beau has the PHONE to his ear. A KOREAN WOMAN answers. She yells as if competing to be heard.CLICK. She's hung up. Frustrated, Beau holds the phone. He considers his options. After a VERY DRAMATIC PAUSE, he slowly dials another number. It rings ONCE and then:Silence. Beau's Mom's voice darkens with suspicion.Silence.Heavy pause.Beau's Mom is heard biting her tongue. After a moment of collecting herself...CLICK. She's hung up.Beau, very worked up, is fraught with ANXIETY. He tries to control his breathing, but his eyes well with tears. He's on the verge of a nervous attack. He sits down, but that only makes it worse. He looks at the door.GUNSHOTS are fired in the distance. ALARMS are set off outside. The sounds batter his nerves like jolts of electricity. HE FOCUSES HIS ATTENTION TO TALK HIMSELF DOWN FROM PANIC.He then IMAGINES (with aiding visuals) how easy it would be to KICK the chain-lock open. Beau JUMPS UP to fetch the PRESCRIPTION PILLS that he picked up yesterday. He deposits ONE PILL into his palm and launches it into his mouth. He knocks it down with the BACK-WASH of an almost empty water bottle. He then goes to the KITCHEN to pour himself a glass of water, but - NO WATER COMES OUT OF THE SINK! Beau takes the glass to the BATHROOM. He tries the sink. Again, no water. He tries the shower, the bath -- NO LUCK! He looks at the prescription bottle. It reads: "ALWAYS TAKE WITH WATER!!!" Beau peers out into the HALL. Another NEIGHBOR is also peering out. He wears a shower cap and a towel around his waist.Beau withdraws into his apartment. He looks out the window. Across the street is a CONVENIENCE STORE (called the "Cheapo Depot"). He can see the REFRIGERATOR STOCKED FULLY WITH WATER. But then he notes the DENSE CLUSTER OF HOMELESS PEOPLE between his building and the store.Beau slaps his face. He's scaring himself again. SECONDS LATER Beau sits at his computer. He types "Zypnotycril side effects" into a search engine and hesitates before finally pressing SEND. A list appears. Among the myriad possibilities: "boils," "life- threatening hives," "eye peeling," "bloody ejaculations." And don't even get me started on the images! BEAU BITES HIS HAND.

How long have you been planning this crap? To just back out at the last minute?!

Beau: the fact that you'd rather lie through your teeth than fess up to whatever's really going on--

You know what, Beau?! Enjoy yourself. You're so damn smart. You've got everyone fooled!

You've reached Loretta! Leave me a message if you ever wanna speak to me again! Ha ha. Just kiddin'.

October 2nd, 1975. Just when you think your heart has swollen to capacity with love, your child manages to inflate it even further. Today Beau did something amazing...

...and when I look back - what do you know? - he's covered in the alfredo!

...and so, after begging me for hours to take him to the park, it turns out he's too terrified to step foot on the slide...

January, 1978. This morning I did a very difficult thing. I lied to Beau about his father's death.

Well, Beau - all I know is that I survived a terrible head-exploding accident, and that my own son, who didn't know that I survived, never came to inquire about what happened, nor about my funeral, nor to do much of anything besides screwing some bimbo to death in my own goddamn bed!

First of all: please don't raise your voice. If you raise your voice, I'll feel inclined to raise mine.

I didn't expect to let you go on believing it, Beau. It wasn't some big plot. All I wanted was to see.

It's always on the mother to bite back everything. "For the sake of the child." Did you find your Great Independence, Beau? Or have I lassoed you back with the umbilical cord?

Just about everyone in my life has turned on me. I've known a lot of disappointment...

But I weathered it. It's made me stronger. I'm sure many would say it's made me harder. But I always had you.

You know what I say, Beau? When people ask me about my son? I tell them that their guess is as good as mine.

If what you say there is true, then I must be feeling really betrayed right now.

Shall I play a couple more? I have over two hundred sessions and that was about as flattering to me as they get.

Don't twist this around, Beau! He didn't force you to say anything!

Some things are for your protection, Beau, and I want you to remember that I always kept this from you. But you want lessons, so let's go in and learn one!

You selfish little bastard - what are you crying about?! Do you have any idea what I had to go through?! To bring you into this world! And this is the fucking thanks I get?!

You cry now?! You need a mother now?! But you can't even visit me?! You can't even come to my own fucking FUNERAL!

And you said these people have been kind to you? And that you've been happy there?

Okay, well, do you think you'll "feel happy" going to your mother's grave right now?

Look: Beau: I'm not trying to be insensitive. I can't imagine what you're going through right now. But that's precisely why I'm advocating for you to stay in this house, with these people who care about you, where you have the space to actually grieve in a potentially healing way.

And then, when you are rested and you are centered - then you can go home and face the music.

Beau has come downstairs to the LOBBY. He stares out the front door's window at the teeming carpet of homeless thugs (blocking his trajectory to the convenience store). Beau fights a rush of oncoming PANIC, but then - no - he swallows his fear, and he picks up a PHONE BOOK. Beau uses the book as a WEDGE for the building's door, and then--

Beau BURSTS out the front door. He sprints through the crowd of homeless people, desperately dodging each of them. He arrives at the CHEAPO DEPOT and enters.

Beau, short of breath, rushes to the fridge and grabs a bottle of water. He immediately CHUGS from the bottle. And then, with one eye trained on the propped-open door of his apartment building, he hustles to the cash register. Beau hands the no-nonsense ARMENIAN CASHIER (50s) a credit card. The Cashier swipes it.The Cashier swipes it again.Beau reaches into his pockets and pulls out a bunch of loose change. He returns his gaze to the street. ONE OF THE BUMS HAS DISCOVERED THE PHONE BOOK WEDGE. Four other bums observe.Beau spills the change onto the register. He continues fishing through his pockets. Outside, SEVERAL HOMELESS PEOPLE have queued up to crowd the entrance to Beau's building.MORE BUMS HAVE COLLECTED AROUND BEAU'S BUILDING ENTRANCE! Beau finds another dime.Beau finds a nickel and another dime.Beau looks outside. The bums are now filing into his building! Beau grabs the "Take a Penny" ashtray (which holds eleven pennies) and dumps them into the pile.Beau runs out of the convenience store.

Beau runs toward the entrance of his building. Just as he arrives, THE FRONT DOOR SLAMS IN HIS FACE. He is now locked out. There are almost no bums left on the street. The LOBBY of the building is now mostly empty. There are a few remaining bums waiting for the ELEVATOR. (The rest of the bums have presumably already taken it.) One of the lingering bums grips a squirming SKUNK. The elevator arrives and the wretched group shuffles in. Beau looks up to the window of the THIRD FLOOR. Many bums are making their way from the elevator to his apartment. Panicking, Beau rushes back to the CONVENIENCE STORE. He opens the door and appeals to the Cashier.The Cashier GLOWERS at him.The Cashier continues staring daggers.The Cashier's finger hovers over a RED BUTTON that reads "COPS."When the Cashier sees that this is what Beau wants, he pulls his finger away. Beau leaves the store in a huff. Beau runs to the INTERCOM at his building's door. He presses a few buttons. No response. Beau backs up to round the building. (The sun is already setting.) He looks up at the UNLIT WINDOW TO SANDY'S APARTMENT. He picks up a pebble and throws it. It bounces against the glass. He throws another and the LIGHTS TURN ON. Sandy appears at the window in a nightgown. She doesn't see Beau immediately.She still doesn't see (or hear) him.Sandy looks down and SEES Beau. She smiles widely and waves. But then a VERY LARGE MAN (shirtless) walks up to her. He's not happy. He put his arms around her and pulls her back to bed. She happily waves goodbye as she's pulled back.Sandy's light goes out again. Beau throws another stone at the window. This time the Large Man returns and gives Beau a very threatening look. Beau backs off. Beau sees the FIRE ESCAPE that leads to his apartment window. After a moment's hesitation, he runs over to CLIMB it. When Beau gets to the third floor, he warily peers in through the side of his WINDOW (careful not to be seen)... BEAU'S POV: His apartment has mutated into a HOMELESS RECREATION CENTER. The bums, having discovered their new luxuries, are already making themselves at home. There's even a familiar image: One bum sitting on top of another, jamming his THUMBS into the other's EYES. They're the same quarreling bums as the night before, in the exact same position. Suddenly a TORTURED BUM, who's squeezing his head and crying, looks up to SEE BEAU! Startled, Beau runs down the fire escape, only to SLIP. He slides and tumbles all the way down to the sidewalk. Beau looks up to see an APPROACHING COUPLE (30s). Feigning calmness, he tries to appeal to them.But they only speed up to pass by. TIME SHARPLY PASSES. We've entered into the NIGHT. Beau, still on the sidewalk, tries to think of a solution. He looks up to scan the windows of his apartment building. A MIDDLE- AGED COUPLE stand at their window, staring at Beau. Their eyes are numb and they wear no expression.But they just continue glaring. Beau looks for other windows, only to find the SMALL MAN IN A PARKA ("you're fucked, pal") standing ominously at his. He's vague in the pale moonlight, but it's clear that he wears a DEVILISH GRIN. The shades are slowly drawn, obscuring our view of him (but we see enough to know that he hasn't moved). Beau turns around to look for anyone else. He sees a COP leaning against a STREET LAMP a block away. He chews tobacco. Beau runs to approach him.The Cop stares at Beau with a skeptical grin. He continues chewing tobacco.The Cop just continues staring at Beau. Amused? Beau tries to gauge the Cop's demeanor.But the Cop just keeps chewing his tobacco.Nothing.

Beau has climbed a TREE to be perched at a safe height. He straddles a wide branch. He is camouflaged by the leaves, through which he stares at his APARTMENT WINDOW (which is directly across the street). BEAU'S POV: The "party" in his apartment has shown no signs of settling. Two bums have FILTHY SEX on his couch. Another bum COOKS a newly disemboweled SKUNK at the kitchen stove. One particularly insane bum engages in a SCREAMING MATCH with the wall. Beau watches, dismayed. His eyes look heavy. He's tired. An awful SQUALL screeches behind him. An insect? A bat? Beau looks, but he only sees BLACK EYES glowering in the dark. He turns away to see a judgmental OWL, also watching him. Beau squeezes his eyes shut. Trying to block everything out. SHARP CUT TO:

Beau, still perched in the tree, is asleep. A BLUEJAY lands on his head, and after a moment's stillness, it begins to PECK at his temple. Beau's eyes open and he swipes the bird away. He looks ahead to see... Beau's apartment seems to be EMPTY (from his view of the window). Beau pauses before climbing down the tree. He lumbers to the entrance of the building. The glass of the front door has been SMASHED OUT. Stepping over shards of broken glass, Beau warily ENTERS through the shattered door.

The elevator arrives with a DING. Beau hesitantly steps out and peers down the hall... His apartment door is OPEN, and a BODY lies prostrate at the foot of the entrance. Beau takes a moment before nervously approaching. Beau gets close enough to see that the body is a BUM'S CORPSE. He died horribly. The BROWN RECLUSE is resting on the body's chest. The bum's neck has eroded deeply (as if by acid) from the spider's evil bite. The spider RISES, and Beau freezes, terrified. The Brown Recluse then scampers into Beau's apartment. Beau, reacting, is suddenly distracted by a DOOR OPENING down the hall. His Neighbor (whom we met in the shower cap last night) is looking at Beau.Beau hesitates and then nods.An awkward silence. The Neighbor nods and then suspiciously withdraws into his apartment. Beau returns his attention to the Brown Recluse, which now waits in his LIVING ROOM. Despite an abundance of depraved mementos from last night's "party" (the apartment is in shambles), the place seems to be empty.

Beau steps in to approach the Brown Recluse with great caution. With his eyes glued to the tiny beast, he reaches for his TV and slowly lifts it up. After a moment of taking aim, Beau THROWS it at the spider. The TV, still plugged in, is HALTED by the tether of the cord. It DROPS straight down to SHATTER against the floor. The Brown Recluse flees. It scuttles to the front door and EXITS into the hall. Beau runs to his front door. He removes the obstruction of the dead bum's FEET (by pushing them out into the hall), and SHUTS and LOCKS the door. Now out of immediate danger, Beau has a moment to observe the state of his apartment... The living room has been turned upside-down. The trash bin houses a dwindling fire. The couch is stained with all sorts of disturbing fluids. There's strong evidence of fingernails having been dragged violently across the hardwood floor. The heavy silence is broken by a female neighbor's SCREAM (presumably re: the spider), followed by the sound of another SHATTERING mechanical appliance.

Beau warily enters the bedroom. It abounds with evidence of drug abuse, depraved sex and destructive violence. He checks the closets. They're empty.

Beau enters the bathroom. He makes sure it's empty. (He even checks the cabinets). All clear.

Okay sir, we can shoot a locksmith over to ya later this afternoon!

Well, look, I don't wanna alarm you - it might not be her - but there's a lady here who's...well - her head is mostly...gone.

I dunno. I'm just from down the block. The door was open and I came in because of the smell.

I mean, there's an impressive puddle underneath, so I'm sure it's all there.

Wait. I know. You should hang up and call back. Maybe you just called the wrong number. That would be a relief, right?

Ooh, fuck, okay. My condolences. Shit. That sucks... Do I have your permission to check her purse for some ID? Since it's more likely now that it's your mom?

Beau, nerves racked, sits at his COMPUTER. He's looking up FLIGHTS for the next day. MINUTES LATER Beau, phone in hand, dials his mother's number. He waits for a few rings, and then he gets an ANSWERING MACHINE.BEEP.A BEEP interrupts him, followed by:Beau hangs up and calls again. After a couple rings, a YOUNG MAN ANSWERS.Beau can't process this.Beau hangs up, dazed. He calls back. The same Young Man answers.Sounds of the Young Man fishing through a purse.Beau's face goes instantly pale.Beau drops the phone. It CRASHES against the floor. This is followed promptly by the crashing of Beau's fainting body. QUICK FADE TO BLACK We hear a thundering bass. Flashes of VAGUE MEMORIES streak across the screen. - A BABY being lifted from ocean water by his MOTHER (marked by the harsh echo of the baby's LAUGH). - A LITTLE BOY playing in a field with his MOTHER. - A LITTLE BOY being tucked into his bed. His MOTHER, whose face is blurry, whispers into his ear:This sounds almost as if it's being heard from under water. Suddenly a pulsing (but distant) ALARM SOUND sucks us back into waking life.

We're sorry. Your message did not go through. Please hang up and try again. Thanks!

Beau, lying on his back, wakes up. A car alarm blares in the distance.Beau sits up. Stares dumbly at the floor.

Beau digs through a previously unpacked MOVING BOX. Inside he finds the object of his search: A PHOTOBOOK. Its cover titled "Memories." Beau opens the book to be instantly flooded with gut-stabbing nostalgia. Photos of Beau as a baby, as a boy, as a young man. All accompanied by his mother. Somehow, in every photo, his mother's face is slightly (if not completely) obscured. She remains a mystery to us. Beau comes to a photo of himself at TEN YEARS OLD. His arms are wrapped around his mother in a snug embrace. He's basking in the comfort and safety of her big arms. This does it. The dam breaks. BEAU WEEPS.

Beau forlornly removes his clothes as the BATHTUB fills with warm water. He looks mystified. The terrible news has not entirely sunk in yet. A STEREO plays a soothing ambient CD called "Everything is OK." The bathtub is full. Beau turns off the water and steps in. Beau sinks onto his back, submerged up to the neck. EYES CLOSED. He soaks in the therapeutic sounds of "Everything is OK."Beau's face tightens with the torturous thought. Suddenly a SQUEAKING SOUND from above. Like a pressure- applied hand SLIDING against a wall. Beau does not open his eyes, but he's FROZEN with tension. ANOTHER BRIEF SQUEAK from above. Beau, heart in throat, opens his eyes by a CRACK. BEAU'S POV: Directly above the tub, a BUM fearfully suspends himself against the ceiling by pressing his palms and feet against the walls. Beau GRABS the lips of the tub. He's paralyzed for a moment, but then, just as he tries to hoist himself up -- The Bum loses his grip on the wall and SLIPS. He falls face- first into the tub, LANDING ON BEAU. Beau screams as he and the Bum tumble violently in a splashing frenzy.Beau jams his foot into the Bum's stomach and launches himself out of the tub. He runs frantically out of the bathroom.

Beau runs screaming from the apartment building. He's completely naked and soaking wet. He looks desperately for help. But from whom?! Beau sees a gruff, uniformed POLICEMAN (30s) sitting on the hood of his POLICE CAR, eating a sandwich. Beau immediately runs over to him. Reacting, the Policeman grips his gun holster. Panic- stricken, Beau breathlessly appeals to him.The Policeman just stares at the hysterical Beau. Beau suddenly realizes he's naked and covers his crotch.The Policeman glances down at Beau's crotch.Pause.The Policeman tosses his sandwich into the trash and lays a hand on Beau's back. He ushers him to the back door of his car.Beau steps in.But the door is SLAMMED in Beau's face.

If I ever catch you loitering around decent people again, I'm gonna reach down your throat and pull your guts outta your face. Understood?

The Policeman plops down into the driver seat and turns on the engine. He begins to drive.No answer.Silence.The Policeman grabs his RADIO.Without turning, the Policeman aims a POLAROID CAMERA at the back seat and takes a FLASH-SHOT of Beau.The Policeman lays down the radio. Beau is extremely unnerved. LATER After a while of driving, the Policeman passes the POLICE STATION.The Policeman turns on the FM RADIO, drowning Beau out. He continues driving.Beau is getting nervous. He leans forward to say something, but then just sits back and says it to himself.LATER The Policeman is now driving over a BRIDGE.The Policeman turns up the volume on the radio. LATER The police car is pulling up to a GARBAGE DUMP. It is littered with wayward BUMS. In fact, just as the police car pulls up, we see a TAXI dropping off a fresh batch of confused homeless people.The police car idles to a stop. The Policeman opens his door and steps out. He then opens Beau's door.The Policeman pulls Beau out of the car. Beau covers his crotch.The Policeman locks eyes with a terrified Beau.The Policeman gets back into his vehicle.The Policeman drives off. Beau watches the car diminish until it disappears. He then turns to evaluate his new environment. It's a "community" of particularly unsavory homeless people. Among them, one bum paces around with a switchblade, STABBING the air compulsively. Another bum makes love to a mound of garbage. And off to the side is a now very familiar sight, as one bum sits on top of another, jamming his thumbs into his eyes. Beau is, of course, panicking. Naked as he is, he's completely exposed. He looks desperately for some means of escape. But there is none! Everywhere he turns, there is another malicious- looking bum. He even hears one RASPY-VOICED BUM asking him:Beau continues turning (from terrible bum to terrible bum) until he finally turns to SEE... Across the site, a BEAUTIFUL, PLEASANTLY DRESSED WOMAN (40s) walks around. She beams an angelic smile as a YOUNG MAN (wearing a black tie) follows her around with a large pot of soup. The Woman ladles soup into a paper bowl and hands it to an unfortunate soul before moving on to the next poor bastard. She seems impossibly warm. A female Jesus figure. Beau watches her, frozen. When he's confirmed that she's not a mirage, he runs over to this vision of a woman. She notices him approaching and SMILES.Beau arrives. She hands him a bowl of soup.Beau realizes that he's naked. He is seized by self- consciousness.The Woman (whose name, we now know, is GRACE) listens sympathetically.But he's interrupted by a STABBING PAIN in his side - literally! Beau turns to see that the STABBING BUM has stuck a small blade into his hip.The Stabbing Bum pulls out the blade, only to re-plunge it into Beau's gut.Beau backs away desperately. His hand's palm is penetrated several times as he tries to block the aggressive jabs of the oncoming knife. He stumbles woozily. The Stabbing Bum's image starts to swim. Beau is PASSING OUT. He squints, trying to keep focus. Finally Beau spills to the ground, unconscious. FADE TO BLACK Over black, we hear the distant, hollow echo of Beau's memories. It sounds like we're under water. Light gradually flutters in and out.The fluttering light finally floods in. A CEILING MOBILE dangles above us, out of focus. Beau's eyes blink open to see that he is in a very cozy BEDROOM.

On the contrary! In fact you're very stable and the bleeding, thank heavens, was very mild.

Simon has been battling drug abuse for a very long time. Which justifies nothing - obviously - but maybe it can start to explain...

This is a room in my house, but you are our more-than-welcome guest.

Roger's my husband and a very respected surgeon. He's the one who treated and dressed your wounds.

No, as a matter of fact, we've laid out your sleeping bag if the couch isn't up to your standards.

That's right, we have been. And we've decided...that we'd like you to join our little unit for a while.

Oh - Beau! I almost forgot. Tomorrow, I set you up an appointment with my amazing friend Judy. She's a Somatic specialist who also works with EMDR.

It's a special therapy that treats anxiety and trauma and things like that. Does that sound interesting to you?

If you don't like it, then that'll be that. I just ask that you give it your best shot. Okay? 'Cause you deserve it.

But that's good, too! Means you're available. World's your playground!

Hey, of course! Come on: Beau: Of course. How 'bout this weekend?

She hated you and you saw that she hated you and you just got RID of her, didn't you?!

Oh my sweet, beautiful baby girl... What did I do?... I brought him into our home...

The walls are eggshell white, and the room has been very brightly decorated. Beau lies in a large, comfy bed. Shirtless, but wearing pajama bottoms. His stab wounds have been expertly BANDAGED. He groggily moves his arm, but it gets CAUGHT, as an IV is feeding him pain killers. He tries to sit up, but he's too tender (and dizzy). He sees a corded BUZZER. It is tagged "Assistance?" Beau hesitantly presses its button. Someone is heard shifting in the adjacent room.The saintly Grace appears at the door.She walks over to him.She feels his forehead.Grace bends down to embrace a weeping Beau.

The morning sun, beaming in through the window, warms Beau's face as he gently wakes up from a long night's sleep. Grace and her portly husband ROGER (late 40s) sit at the foot of Beau's bed. They each nurse cups of coffee and have been waiting for Beau to wake up.Beau takes everything in.Roger, realizing that this must seem a little creepy:Grace is struck by this, but she pleasantly changes the subject.Roger waves his hand, "don't mention it."

We've discussed your situation and our situation, and we'd like to just - combine all the situations!

I really think you should stay with us, Beau. Take the week, get your head straight. Things are crazy. You were stabbed on Grace's watch -

- I mended your wounds, and now you've suffered a gigantic blow and you need a little support.

It's probably nothin', but we should get an ultrasound. Could be some bad epididymitis.

Well, if he's taken the couch, congratulations. What're you complaining about?

Beau, sitting in a wheelchair, eats a full breakfast at the kitchen table. Roger and Grace also eat.Roger and Grace are gobsmacked. A SEVENTEEN YEAR OLD GIRL, sporting a hoodie and dark make- up, walks past the kitchen door. This is TONI.Toni, apathetic and drowzy, appears again in the doorway.Toni glares suspiciously at Beau.But Toni has already left.Beau sadly shakes his head. After a moment of silent contemplation, Roger rises to solemnly fetch the pan of leftover scrambled eggs. He scoops a generous serving of seconds onto Beau's plate.

You're not the first charity experiment they've brought home, you know.

Well, I'm the host and I wasn't raised to let a defenseless guest sleep on my shitty floor.

Hey! I have specific instructions to sleep on the floor while you sleep in my bed!

When you're asleep, I'm gonna hold rubber cement under your nose so that you're breathing in toxic fumes all night.

So, what? You can just show up in my life and sleep in my bed and take my fuckin' parents, but you can't get fuckin' fucked up with me?

And you know what, too?! I don't even believe your mom was murdered!

It's all fuckin' bullshit! How the fuck did you even GET here? You just dropped in outta the fuckin' sky?!

I'm not telling you to leave. I'm telling you to fuckin' drink this fuckin' paint with me.

A tidy study. Beau has pulled up an EMAIL on the computer. The subject heading reads: "Mom's Attorney." The body: "In case anything happens!" This is followed by a phone number. Grace stands beside Beau, who grips a telephone.Grace walks to the door.And she's off. Beau dials the number from the email. He waits for a few rings. MOM'S ATTORNEY (50s) answers.Mom's Attorney heaves a SIGH.Beau struggles to say the next words without crying.Beau doesn't understand.Beau can't respond. Mom's Attorney says bluntly:Tears are violently flooding Beau's eyes.Beau sees TONI outside the window, peering in from the side. SPYING. When they lock eyes, she bolts off. Beau returns to the phone, overwhelmed.Beau seems to be holding his breath for this next part.Click. The returning DIAL TONE is heavy. Beau, paralyzed by guilt, steps mechanically out into the HALLWAY. Grace is at the end, straightening a picture frame. She turns to see Beau, lost in a daze.Grace doesn't know what to say. Beau is on the verge of tears.Grace walks swiftly toward Beau. She pulls him in for a great big HUG. Beau is stifling a deluge of tears now.Beau breaks down WEEPING. Grace gently rubs his back.

The person who found your mother - he told you before anyone else. And that wasn't today, that wasn't yesterday...

Yes, Beau, it's true. She was discovered with her head missing in her kitchen.

The funeral home was contacted on the day she was found. The funeral was this morning.

Ah. Those stabbings never do come at a convenient time, do they? Anyway, I'll see ya when you get here. And Beau:

In the future, when you don't give a damn about someone, but you still wanna cash in on their love - a touch more subtlety wouldn't go amiss.

The living space is beautifully organized and extremely cozy. It feels very much like a cabin, which is in part due to the healthy FIRE crackling in the fireplace. Beau and Grace lie on the carpet, collaborating on a large PUZZLE. DeBussy plays over the speakers. Beau's eyes are busy with GUILT. Off to the side, Roger sits on the couch, reading a newspaper. (One headline reads: "BOB BALABAM SKINNED ALIVE. WORK OF THE ORPHANS?") The front door is heard opening and shutting, followed by lethargic footsteps.An irked off-screen SIGH is followed by approaching footsteps. Toni appears at the doorway.Beau suddenly becomes very self-conscious.But Toni's already sulked off.Oh no. Beau prepares for the worst. Roger takes Grace's hand.Suddenly overwhelmed, Beau is speechless.Roger and Grace nod, understanding.Beau, eyes abuzz with inner conflict, is hitting a wall. Lips quivering.Beau just stares, dumbfounded.Beau breaks down crying again.Grace lays a comforting hand on Beau's hanging head. Roger pats Beau's back in a fatherly way.The front door is heard SLAMMING off-screen, but that does little to disrupt this touching moment.

Beau stands on the front lawn. He holds the family's land-line phone to his ear. He paces for a couple rings. His THERAPIST answers.Beau is instantly emotional. He struggles to speak.Beau, trying to find the terrible words (to relate his mother's death), has grown blue in the face. He is about to explode into tears, but we mercifully CUT AWAY TO: LATER Beau, still on the lawn, is now mid-conversation with the Therapist (who is affecting an ultra-sympathatic tone).The Therapist's voice softens.Beau seems to be holding his breath through all this.Music pleasantly swells in to inaugurate... THE "NEW FAMILY" MONTAGE A) OUTSIDE, BEAUTIFUL DAY. A wooden log is CHOPPED IN HALF by an axe. We tilt up to reveal that Beau is the axe-man. He wipes sweat from his brow. Roger steps up to hand him a glass of lemonade. They clink glasses. B) KITCHEN, PLEASANT EVENING. Beau helps Grace cook a hearty meal. She lets him taste a pasta sauce, but it dribbles onto his chin. They laugh. C) FRONT YARD, DAY. Beau nervously sits on the roof, cleaning out the gutter. Grace (who trims the hedges) and Roger (who mows the lawn) watch over him encouragingly. D) LAKE, DAY. Beau sits on a small boat with Roger. They are FISHING. Suddenly Beau has caught a fish. It's a big one! He struggles to reel it out of the water, but he has Roger's help. E) LIVING ROOM, DAY. Grace presents Beau with a BLAZER with a FAMILY CREST sewn on. She and Roger are already wearing one. Beau is overwhelmed as he slides into the jacket. F) CHURCH, BEAUTIFUL MORNING. Beau sits with the family at a pew. Toni sleeps. The PRIEST addresses Beau, motioning for him to rise. Beau is confused. G) CHURCH, LATER. Beau is on the altar. He is being BAPTIZED. He winces fearfully as water is poured over his head. He is then released to realize that he's ecstatically happy. H) FIELD, GORGEOUS DAY. Standing beside a stable, Beau is hoisted onto a handsome HORSE. He is terrified, but Grace and Roger talk him through it. He is then taught by an instructor to control the horse. We then cut to BEAU CONFIDENTLY RIDING THE GALLOPING STEED IN ETHEREAL SLOW-MOTION. Watching Beau as he giddily rides the horse...is TONI. She glares with half-open, drug-addled, jealous eyes. We push in on Toni as she sneers with bubbling envy. FADE TO BLACK END OF MONTAGE

Beau sits with Roger and Grace on the couch. They laugh heartily as The Andy Griffith Show plays on the TV. Grace suddenly remembers:Grace starts gathering dirty plates and cups.Grace rises to take the dishes to the kitchen. As she leaves, Roger remembers:Grace pauses, intrigued. Roger gives her a "don't worry about it" look. She rolls her eyes and proceeds to the kitchen. Roger turns to Beau, confidentially:Beau's eyes widen.Before Beau can respond, Grace has returned. Roger, playing inconspicuous, gestures to Beau: "to be continued."He winks at Beau and they all return to Andy Griffith. Beau looks unnerved.

Toni sits on her bed, holding a phone to her ear. She STARES through a gap in her door. She's staring at Beau, crying on her couch, being comforted by her family.Toni pulls THREE PRESCRIPTION PILL BOTTLES (all belonging to Grace) out of her pocket. She pours a medley of pills into her palm, and bitterly knocks them back with chocolate milk.

Grace is driving. beau sits passenger. They are both smartly dressed. Beau's suit, clearly belonging to the much larger Roger, is at least two sizes too big.Beau doesn't know how to explain. Grace understands.Beau looks out the window. A few OPAQUE MEMORIES flit by as MILKY FLASHES. A) Young Beau performing a science experiment with ELAINE in a HIGH SCHOOL CLASSROOM. B) Beau sitting alone in a SCHOOL CAFETERIA. Elaine comes over and sits with him. He's enamored. She's kind.C) A SERIES OF CURRENT PHOTOS OF ELAINE, now twenty years older. These are on the internet. Beau is searching wistfully through them in his APARTMENT. Next to the browser is a word processor. All that has been written is "Dear Elaine," followed by nothing. We RETURN to Beau, sitting in the car, gazing out the window.

I can't even believe this! It's been like a hundred years! What have you been doing?

Yeah, but no, but - what have you been doing?! What's your life?! Who are you?! It's been like twenty years!

Of tiny children. It's been Kindergarten for like a million years, but I love them all!

Oh my God! I'm so excited about this! We're doing shots - I don't care!

Ach, he found some pre-law cheerleader who pretended to like his songwriting -- and she fuckin' knows his songs are tone-deaf! He has zero taste, zero talent, and when she becomes an adult, she'll dump him.

You should go to the bathroom. When you come out, I'll be ready.

Grace leads Beau excitedly through the sleek LOBBY of a large building. They pass a brooding SECURITY GUARD who's built like a truck. One of his eyes is a deep RED (presumably from a broken blood vessel) and his face is totally expressionless.The Security Guard, whom we now know as JEEVES, does not respond.Grace and Beau step into the ELEVATOR.She winks. The elevator doors close.

Grace and Beau sit patiently in a sterile waiting room. Beau notices a magazine called Placid Waters. Grace pats Beau's knee, just because. A door opens and JUDY (30s), a studious-looking woman in white, emerges. She walks up to warmly offer her hand.Beau stands up and shakes her hand.

Now, you've got two parts of the nervous system. There's the Sympathetic - which is your "fight or flight" mechanism, so when something bad is happening or you're in danger, that's alerted. And it's the part that creates anxiety, but it's also there to protect you. And then there's the Parasympathetic nervous system. This is the part that tells you "oh, wow, so everything's okay" - the gunshot was actually a car backfiring - and then you get to relax. And so these parts regulate each other and they keep you balanced. But sometimes, when you experience Trauma, especially over a sustained period of time, the Sympathetic takes over and the Parasympathetic doesn't get to come in until you eventually crash from exhaustion - which happens because your system needs it. But as you know, this becomes a vicious cycle. So, the whole purpose of Somatic Experiencing Therapy is to re-establish that original balance.

Now relax your body. Feel your feet against the floor. Feel your toes. The balls of your feet. Your arch. Is there energy coming up from the floor? Or maybe it's coming from your feet, going out. Do you feel your blood pulsing?... Now, move on to your ankles... and then your calves... and then your knees... and your thighs... your butt against the seat. And really try to feel the sensation. Can you do that?

Using metaphors can sometimes be useful, too. Like "my heart feels broken"...

That's very common among people with trauma. Not to mention your upbringing. You said your mom was a very negative woman.

Yeah, so okay, there you go - that's something you inherited. And it's become a Philosophy, meaning it's deeply imbedded. So it's gonna take a lot of committed work to install a new perspective.

But wonderful things happen, too! Have you noticed what a beautiful day it is outside? Or the sunset last night: Gorgeous. The sunrise this morning - even better!

Look: you have a long history of trauma and learned negative thinking, and right now you keep getting caught in that trauma vortex we talked about - because you've been exposed to so much junk. But this work is about strengthening the healing vortex. 'Cause that's been very neglected.

Beau sits on a couch as Judy stands beside a dry erase board. She draws out a GRAPH, illustrating the following:Beau has been listening intently.

Grace drives Beau back from the appointment.Beau, skeptical, smiles.Grace slows the car to a HALT in the middle of the road. She seriously takes Beau's hand and looks him firmly in the eye. Beau prepares for the worst.Beau is taken aback by this. He smiles.

Grace and Beau arrive home. Grace calls out:Grace sees Toni, brooding under her hoodie in the corner.Grace walks off. Beau notices Toni STARING at him.Beau doesn't answer.Beau doesn't know how to respond to this.Toni eyes him down. There's no hiding her disdain.Toni doesn't answer.

Beau sits passenger as Toni drives. In the back seat is LIZ (17), a chubby goth girl. She smokes a JOINT.Liz deflates angrily.Liz says this arrogantly as she offers the joint to Beau.Toni STOMPS on the brakes and the car SQUEALS to a stop. Toni glares at Beau with piercing eyes. Beau understands. He takes the joint and gently drags on it.Beau sucks harder.Beau keeps sucking.Beau keeps drawing on the joint until his lungs are full.Beau begins to exhale, but he breaks into a VIOLENT COUGHING FIT as a thick cloud of smoke erupts from his mouth.Beau grips the door handle.Beau looks around.Beau's next thought is too dramatic to not be heard in V.O.Toni and Liz laugh.

I mean...I guess I feel like she had me in order to make, like, a companion for herself. I used to think of her love as the warmest thing, but now, when I think about it, her embracing arms feel more like... desperate claws. Like they're trapping me.

Not really. It was usually more like, "if I give you this much love, you need to give me exactly that much back."

Beau sits on a log, way too stoned. He's trying to temper the voices screaming in his head. His eyes are fixed straight ahead. He's staring at... LIZ, who has effectively WRAPPED HER MOUTH AROUND THE CAR'S TAILPIPE. Toni, in the front seat, starts the ENGINE and continually REVS it until Liz has pulled away to COUGH UP A LUNG-FULL OF BLACK SMOKE. Now it's Toni's turn. She walks around the car to lie down on her stomach. She wraps her lips around the tailpipe as Liz jumps into the car's driver seat. Beau stares at Toni. In profile, Toni's EYE looks off to the side. IT LOCKS BEAU IN ITS SIGHT. The engine begins to REV aggressively. As Toni's lungs are filled with toxic fumes, she STARES BEAU DOWN with an unsettling intensity. Beau squirms as he suffers Toni's intimidation.HARD CUT TO:

All the lights are off. Roger and Grace are sound asleep. The front door opens and Toni enters. Beau follows. Toni walks to her bedroom door and then turns to Beau, who stands nervously in the hall.

Beau and Toni stand in their pajamas. Toni gestures to the bed.Beau just stands there. Toni motions again to the bed.Beau reluctantly climbs into the bed. Toni leans in to AGGRESSIVELY TUCK BEAU IN.Toni keeps tucking him in, longer and harder than necessary.Toni now steps back to PLOP menacingly into a chair, facing Beau. Her eyes seem to almost glow in the dark.Beau's eyes are wide. Toni's eyes are locked firmly on his. With a thunderous bass, the CLOCK goes from 1:05 AM to 4:37 AM. MORNING. Toni is still staring at Beau with the same intensity. Beau watches this with one eye half-open, the other shut (from exhaustion). His nerves are totally racked.

Beau and Toni - both looking haggard - sit at the kitchen table with Grace. They all eat breakfast.Grace turns happily to Beau. Beau - torn between begging for help and bending to Toni's will - finally relents.

Grace walks Beau through the LOBBY again. They pass Jeeves, who sits heavy behind his desk.Without moving his head, JEEVES' EYES follow Beau and Grace to the elevator.

Beau sits on the couch, eyes closed. Judy talks him through an exercise.Beau makes a CLAW of contorted fingers with his hand.Beau doesn't look convinced.Beau does his best to remain optimistic. Almost off-handedly:Judy's eyes are wide with quiet alarm.

Grace drives happily as Beau sits passenger. Beau turns to her. He tries to find the words...Grace slows down. Beau struggles to finish his sentence. Grace already understands.Beau pauses. Grace is determined to make this easy for him.She puts her fists up, as if to say "fight for yourself." Beau looks baffled, but then forces himself to meet her challenge.Grace takes Beau's hand.Grace idles up to her DRIVEWAY. Beau, looking out the window, sees a sinister-looking TONI sitting at her bedroom window. Their eyes LOCK. Toni has been waiting. Beau is instantly shaken.

Beau, wearing pajamas, has dressed the couch with a blanket and pillow. He climbs into "bed" and turns off the lamp. After a moment's peace, Toni enters. She looks extremely tense.Toni flicks on the light.Beau isn't getting up.

Toni huffily enters to WAKE a sleeping Roger and Grace.Roger springs up in bed.

Toni swiftly re-enters the living room to arrive at Beau's bed-side. She whispers intensely into Beau's ear:Beau tenses up as Toni storms off. He rolls onto his stomach so that he's lying face-down into his pillow.

Toni tears into her room and SLAMS the door. She climbs angrily into her sleeping bag and curls up into a ball of concentrated rage.

We push in on BEAU'S EAR. He can hear the muffled sound of Toni's fierce, whispered swearing. He grips his blanket, anticipating the consequences of Toni's hatred. HARD CUT TO:

Beau, still in his pajamas, sits on the couch. His eyes are closed, and he's trying to feel the SENSATION of his body. His attention travels from his FEET to his ANKLES to his CALVES to his THIGHS to his BUTT (planted in his seat) to his HANDS... Roger suddenly POPS his head in.And Roger's gone. Beau, startled by the pop-in, recovers. He pulls on his FAMILY BLAZER and bends over to find his shoes. As he begins slipping them on, Toni appears.Toni's teeth grit.Confused, Beau slowly stands up. He sees through the open door to TONI'S BEDROOM: it's in shambles. The posters have been torn down, the lamp has been smashed, etc.

Toni pulls Beau into the garage. She goes to a STACK OF PAINT CANS in the corner.This hits Beau hard. He'd never heard it put that way.Toni KICKS over a box.Toni pulls the lid off of a CAN OF BLUE PAINT.Toni thrusts the paint toward Beau.Toni pauses, volatile. She then raises the paint can to her mouth.Toni puts the can to her lips and proceeds to AGGRESSIVELY

Toni, after several gulps, pauses the paint-drinking to SCREAM (mouth coated in viscous blue):

Grace, chopping carrots, hears the commotion in the garage. She PAUSES to hear the muffled sound of Beau pleading with Toni to "stop." Grace lays down her knife and rushes over to the garage.

Grace opens the door to see Beau standing over Toni, but TONI ISN'T MOVING. Her mouth and chin are coated in blue, and her extremely pale face is locked into a twisted, choked contortion. She's DEAD alright.Grace SCREAMS, and rushes over to Toni's corpse. She checks desperately for a pulse or any sign of life.She tries to pry back Toni's already locked-open eyelids, and then moves to desperately slapping her frozen face.Grace turns to Beau and BARKS:Beau is shocked by Grace's voice. It's deep and hate-filled. Evil almost.Grace breaks down weeping. She tries to wake Toni up, despite Toni's deep and unwavering lifelessness.She turns again, from grief to rage. To Beau:She furiously storms over to Beau. SHE TEARS THE FAMILY CREST OFF OF HIS BLAZER.Grace grabs Beau's face and pushes it violently. Beau, mortified, stumbles backward.Beau, stunned for a moment, RUNS out through the back door. He sprints desperately toward the FOREST beyond the back yard. Grace screams after him:

Beau tears furiously into the forest. He's hyperventilating, anxiety mounting. Even if he wanted to stop running, he wouldn't know how.

A distant wide of the house, from the forest's POV. The bone- chilling sound of ROGER DISCOVERING HIS DAUGHTER AND WAILING IN ANGUISH echoes tragically. Startled birds alight from the trees.

Beau continues to SPRINT through the woods. His breathing is erratic and he's crying hysterically. After a stretch of uninterrupted running, he suddenly CRASHES FACE-FIRST INTO A THICK TREE BRANCH. This knocks him UNCONSCIOUS. BLACK Distorted images flutter in and out, as if seen through opaque, textured glass. BEAU'S MOTHER lies on the grass beside LITTLE BEAU (12 years old).She holds up her PINKY.They HOOK PINKIES with both hands.But then, echoing in the distance:Little Beau and Beau's Mom both look up, having heard this. Then--BEAU WAKES VIOLENTLY FROM HIS DREAM TO FIND HIMSELF IN...

Beau sits up in the heart of the woods. He's been unconscious for a day and the sun is already setting. Still dazed, Beau sees a sparkling POND nearby. Dehydrated, he stumbles over to it and gulps down some water. When he looks back into the pond, he notices: it's FILTHY, and the surface of the water is actually littered with dead, floating fish. Beau REACTS by trying to cough up the water he just drank. He jams his finger down his throat and tries to throw up, but then he hears a TWIG SNAPPING in the distance. He LOOKS OVER to see... A frightened-looking MAN wearing camouflage (30s) stands behind a collection of bushes. He holds a rifle. This is MICHAEL. Beau and Michael engage in a sustained, confused STARE DOWN. Slowly, Michael brings a WALKIE-TALKIE to his lips.THE WALKIE BLARES THROUGH STATIC:Michael calls out to Beau.This question hits Beau where it hurts.Beau's silence tells Michael what he needs to know. Michael nods.Beau's lack of an answer is telling.Michael lifts the walkie to his lips, but then PAUSES. He lowers the walkie.

Michael leads Beau towards a clearing in the woods where a GIANT TENT has been pitched. As they pass the tent, Beau sees what lies ahead... An impressive, hand-made TREEHOUSE COLONY. A banner on a flagpole reads "Orphans of the Forest." Several "uniformed" men and women are huddled around a contained FIRE. The uniforms are kakhi-colored jumpsuits. A NAKED MAN (save for a loin cloth) walks by, carrying as many logs as his arms can hold. He's handsome, in his 30s, and exudes an almost frightening confidence. He SEES Beau and Michael, and immediately RELEASES the logs (which spill at his feet). The Naked Man runs over to Beau and Michael. He has perfect posture.The Naked Man offers his hand. Beau reaches out to shake it, but--The Naked Man grabs Beau by the shoulders and pulls him in for a BIG HUG.The Naked Man (who we now know as BRENNAN) changes his tone to one of sorrowful empathy.LATER Brennan gives Beau the TOUR. We follow them in profile as they pass different tents and feebly built shacks (fashioned from bamboo, banana leaves and logs).They pass a shack in which several people exercise. This is the RECREATION CENTER. There are hand-crafted exercise bikes (built out of bamboo), wooden "stair-masters" and a flimsy, home-made Pilates Reformer. Its "wire" snaps as a man struggles to strengthen his core.They then pass a SHACK whose opening is mostly covered by a curtain. Through the gap, we see an ORGY taking place.Brennan laughs as they continue onward. They now pass an empty SHACK.Brennan was just referring to a happy PITBULL chained to a post. Beagle barks "hello."They are now passing a FIELD OF ORGANIC VEGETABLE CROPS.Beau is trying to take this all in.They arrive at the GIANT TENT again.Brennan unzips the tent to reveal that twenty-something SLEEPING BAGS are laid out in rows. The bag closest to the entrance (accompanied by its own gas lamp and foot locker) rests under a sign that reads "Guest Bed."Brennan lays a serious hand on Beau's shoulder.Brennan points to a hand-whittled wooden SIGN. It reads: "MAXIMUM OPENNESS REQUIRED. That's where the Healing starts."Beau, eyes wide, takes this in.Brennan walks confidently off.

I'm so sorry, Beau. Lots of people will tell you they understand, but here you'll find that's very much a sincere and heartfelt truth. How much has Michael told you about us?

Michael's only been here a couple years. Thus he's still learning. So it's important that he not try to describe our work, as it could compromise his own growth and create an unintended bias in your perspective.

We call ourselves the Orphans of the Forest, but many of our life- givers simply abandoned us without bothering to die.

This is the exercise room, where we spend a minimum of twenty minutes a day.

That's the lovemaking room. We don't allow condoms here, so I hope you've been tested.

That's our meditation room. We convene there three times a day for one hour.

We grow all of our food organically. We don't eat meat unless we've murdered it ourselves.

This is your bed. When you're rested, we can talk at length about what brought you here.

As was I. And Jenny. And Michael. Nothing is accidental, Beau. We must be sensitive to the signs.

People say that their entire lives, while one home after another passes them by - right under their nose.

Really observe the forest as you work... Take in your body. Feel your breath... Watch yourself if you drift. Where do you drift to? No judgment. Just watch and see. How are you? See how you are.

Essential vitamins. To keep your mind agile and your body strong.

Those things are an illusion, Beau. More illusions to stack on top of the thousands of other illusions which have combined to create the shattered mess that you call "I."

Don't worry about responding to me. Just follow what I say and focus your attention.

On my trek to fetch the mail, I was visited by Yesekov's spirit. He was opaque and still somewhat vague, given my limited consciousness, but he apologized for the scene he made earlier. He said he was frightened for a moment, but he assured me that everything is wonderful on the other side. He also said he will not reappear - not even to me - but he stressed that we must keep strong and continue our work. Today was one of many trials, but he's so proud of us for holding to our convictions.

I looked inside to make sure nothing was missing, but then I noticed in my periphery...the name signed at the bottom.

Oh... 'Cause I thought your mother "never even looked at another man after your father died."

If you had to make a choice between yes or no, what would it be?

If a gun was aimed at your head and you had to answer "do you believe in God," what would you say?

Is it because you're afraid that if He does exist and you say no, that He'll punish you?

The first rule of the Orphans: "An Orphan must have no parent in this world." You swore upon Yesekov's book that you were a fatherless boy!

"Brother" Charles. Either you can live up to your oath, right now. Or I will correct your transgression. And I'll begin by carving your heart out of your chest.

You wanted to be an orphan. So be an orphan, Charles! See what it means!

It's okay, Charles. We'll just pick up from two days ago. As if nothing's changed.

You think I couldn't see you, Beau? With your cynical, conniving eyes. Scheming.

And all that murky junk about your father nutting himself to death - that was just a load of crap, wasn't it?

Beau, extremely pre-occupied, climbs into his sleeping bag. A few others are also in bed, asleep. Beau lies on his back and stares up at the tent ceiling.

A large PICNIC TABLE seats twenty Orphans. Brennan sits at the head of the table. An untouched FEAST (of salads, vegetables, unappealing homemade bread, etc.) sits before them. Everybody sits in silence, eyes closed, in meditation. After a long moment, Brennan reaches for a bowl and begins to serve himself. Slowly, the rest of the table follows suit. BILLY (20s), a blissfully happy Orphan, leans over to whisper to Beau:Beau self-consciously begins to serve himself.SUNFLOWER (30s), a particularly beautiful orphan, passes Brennan a bowl of quinoa. She looks at him with total adoration.Beau notices an OLD MAN (80s or 90s) sitting in an empty shack. He is deep in meditation. Flies swarm around the room, many of them crawling around his face. Billy notices that Beau is looking at this man.Beau stares at Yesekov.Billy looks to Brennan.

Oh - more than any of us! This whole place is built on his principles.

He taught us that orphans are no more alone than anyone else. That's our natural state. But we can at least be more conscious.

It's not bad. It's his time to go and it's a beautiful thing. Your body is a prison for your spirit. It requires food and constant care and it finally decays and fails us.

We spend our lives concerned only with our bodies, and they distract us almost completely from our spirits. But it's our spirit that endures, and when we die, the spirit is freed from the body, and it's very important that we die correctly so that our spirits can emerge without any trauma.

Look at him. He's at peace. Because he knows that the next world is better.

Everyone works in different areas of the colony. Some work on fixing a fence, others build a bookshelf, etc. Beau, sitting on a log, watches all of this. Brennan paces around, overseeing everyone's work. He talks them through it with an authoritative confidence.Brennan turns to Beau.The beautiful Sunflower, who's been working in the garden, turns to offer her attention.

Beau pulls weeds with Sunflower.Beau has a moment of deja vu. "Feel your feet on the ground." He takes a moment to FEEL HIS FEET. As he focuses, the earth's subtle energy becomes palpable. It is almost trembling beneath his feet. And as the ground trembles, the film itself starts to tremble and the IMAGE QUAKES until we CUT HARD TO:

We track at floor level, following a pair of WELL-WORN BOOTS as they stomp heedlessly ahead. The feet belong to JEEVES, fully clad in black hunting gear. He walks aggressively down a filthy street, wearing a necklace of yellow TEETH. His eyes are dead, his face expressionless - but he walks with terrifying purpose. He holds up a PHOTO OF BEAU (posing with Grace and Roger, but with Beau's face CIRCLED IN RED MARKER) as he storms ahead. Jeeves suddenly takes a SHARP RIGHT TURN into a vast field. Ahead of him lies THE FOREST. The sky is one giant grey cloud. THUNDER STRIKES!

Outside, a torrential downpour. Grace sits on Toni's bed, holding a framed photo of a smiling Toni. Grace is WEEPING.Her THUMB, tensing up, CRACKS the photo's glass. Grace looks up to the sky, her face turning purple with bottled rage.CUT HARD TO:

The Orphans queue up to receive their DAILY INJECTION of "vitamins." This is administered by a NAKED ABORIGINAL WITCH DOCTOR. Brennan leads Beau to the front of the line.Beau takes a reluctant seat.The Aboriginal Witch Doctor FEEDS THE SERUM INTO BEAU'S BLOODSTREAM. Beau doesn't have a good feeling about this. Brennan jovially pats him on the back.

Everyone is changing clothes in the tent. They switch from their regular attire to HEMP MEDITATION ROBES. Beau hesitantly undresses. When he removes his pants, a BEARDED ORPHAN (30s) freezes in astonishment. He dramatically indicates Beau's crotch.

Everyone sits cross-legged for meditation. Some sit on the floor, others sit on a pillow. Brennan guides a very anxious Beau to sit down. He straightens Beau's back.Beau reluctantly closes his eyes.Beau begins to ZONE IN. He shuts out all of the noise around him, muting it. The world sounds as if it's descending underwater as Brennan continues.Sunflower's alert is still heard through the muffling, underwater filter. Beau opens his eyes. The world's sounds are sucked back into cacophonous clarity.Brennan jumps up and runs out of the shack. Everyone follows. Beau turns inquisitively to Billy.

Release the muscles in your forehead. Relax your eyelids. Let your nose drop. Let go of your jaw. Relax your--

Everybody rushes quietly into Yesekov's shack. They all gather around the old man's bed. A hushed sense of awe befalls the room. Beau enters quietly to stand in the back. Yesekov lies on a wooden platform. This is his bed. His eyes are closed and his nostrils flare gently as he carefully inhales and exhales. He is deep in concentration, even as he is clearly dying.Billy shushes him with a smile.Billy gazes with wonder at Yesekov. He is dying so gracefully. So peacefully.Beau watches Yesekov. He really does seem at peace. But then - - YESEKOV TURNS TO BEAU. His eyes, now open, lock intensely with Beau's. His mouth is sealed, even as Beau hears him say:Whaa? Beau is dumbstruck. No one else is hearing this.Yesekov closes his eyes and returns to his peaceful dying. Beau, now shaken to his core, joins the rest of the room in watching Yesekov as he drifts valiantly from this realm to the next. He is ascending "towards the light." Awed silence. Some Orphans hold hands as they are moved to tears. Yesekov INHALES DEEPLY, as if he knows that this will be his final breath... BUT THEN--YESEKOV BOLTS UP IN BED. HIS EYES ARE WIDE WITH TERROR. HE'S SEEN SOMETHING HORRIBLE.YESEKOV LETS OUT A MONSTROUS, GURGLING DEATH RATTLE. He then defacates loudly. It's over. The room is left in awkward, traumatized silence.

The evening's meditation. Everyone sits cross-legged, eyes closed. But they're all too shaken/disturbed to actually do their thing. One person (besides Beau) sits with his eyes open, looking skeptically around the room.

Everyone sits around the picnic table, eating dinner. That same awkward silence pervades the meal. Beau sits uncomfortably between two especially shaken Orphans. Beau's eyes are busy. The words "You need to get home" echo through his head. He stares anxiously at an OPENING in the woods. A clear escape. Brennan appears from the main trail. He holds a STACK OF MAIL.Brennan begins to sift through the mail, distributing it among the Orphans. As he does so:The group looks relieved by this news. Brennan comes to an ENVELOPE WHICH APPEARS TO HAVE BEEN TORN OPEN.He hands the letter to CHARLES (28), a feeble-looking Orphan. Charles nervously accepts the letter.Charles' face goes white.A HUSH falls over the table. Everyone is frozen. Charles is at a terrified loss.Brennan stares at him. He smiles warmly, but his eyes are stone.Brennan's strange smile remains. This seems to be resolved?

You must be thinking of something else. I never would have said that. I love my step-dad.

A large, rustic treehouse. A threadbare, braided rug covers the floor. An inexplicable fire crackles in the fireplace. The walls are adorned with framed portraits of great, lost Orphans. A COUCH rests in the center. All of the Orphans are gathered about. They hold cocktails and chat. Beau is being engaged by a group of laughing Orphans. He smiles, making new friends. Suddenly the LIGHTS ARE SHUT OFF and a single SPOTLIGHT BEAMS DOWN ONTO THE COUCH.Everyone turns to Brennan. He turns to Beau.Beau looks very confused. He turns to Billy, who smiles.Beau goes to the couch.Beau lays down.Beau reluctantly closes his eyes. Brennan turns on a MACHINE that emits a strange, almost inaudible whine (like a dog whistle).Beau doesn't know how to answer.Beau doesn't understand.Beau doesn't answer, but his face tightens and his lips twist with stress.Beau is stuck.Beau is fighting tears so hard that it looks like his face might implode.Beau is crying now. Through the tears, barely audible:Beau winces.This throws Brennan for a major loop.Beau, eyes squeezed shut, nods his head.Beau lips tighten and he turns his head in embarrassment.Beau FLASHES BACK to Elaine. They're sitting on high school bleachers. She kisses young Beau's cheek. We return to the scene.Beau shakes his head.Beau shakes his head.Beau can't say yes. Tears build up intensely as he nods his head. We hear the Bearded Orphan in the back:Somebody in the distance says "Jesus Christ."Beau can't repeat it. He nods intensely as he stifles another oncoming deluge. Brennan lays comforting hands around Beau's cheeks.Beau opens his eyes. A GIANT HYPNO-DISK (with a bright spiral pattern) rotates before him. Beau is instantly HYPNOTIZED.Beau, deep in hypnosis, is stumped.But the Hypno-Disk on the screen cuts abruptly to: AN IMAGE OF THE FIRST LADY OF THE UNITED STATES.Beau, still hypnotized, looks confused and angry.The screen switches to ANOTHER PHOTO OF THE FIRST LADY.Beau looks horrified.Beau, tearing up, shakes his head weakly. Eyes glued to the screen.Beau, still in hypnosis, is horrified.The screen is shut off. Beau, mortified, turns to Brennan. Brennan smiles.Everyone APPLAUDS. Brennan gives Beau a big hug. Beau is confused and terrified.The applause warmly dissipates.HARD CUT TO:

JEEVES MARCHES FORWARD WITH THE UNCEASING COMMITMENT OF A NIGHTMARE PURSUER. He suddenly HALTS. Thirty feet ahead of him is a GRISLY BEAR standing on its hind legs. They are both motionless, but prepared. Jeeves SQUINTS as he and the bear FACE OFF. After a sufficient mounting of tension, we finally CUT TO: MINUTES LATER In profile, the BEAR marches steadily up a hill. Jeeves sits confidently on the bear's back, riding him.

Beau lies in his sleeping bag, staring at the tent's ceiling. One ORPHAN (30s) stands by his bag. He hatefully throws a THROWING KNIFE at a photo of GEORGE CLOONEY (which hangs on a block of wood).Beau gestures to the photo of Ethan Hawke.Billy, who's been studying a MAP of the forest (for tomorrow's hunt), turns to Beau.Another Orphan in his 40s (let's call him ORPHAN #2) sits in his sleeping bag. He tearfully reads an old magazine article about JASON ALEXANDER.He points at a full-page spread of a grinning Jason Alexander.Beau is getting a weird feeling here. He looks at Billy's MAP, titled "Forest Hunting Map."

That fucking liar! He was just living it up! While my mother rotted away!

The lights are out. Beau is asleep with one eye open. He snores. The tent is quietly ZIPPED OPEN and Brennan tip-toes in. He passes many empty sleeping bags (only a few Orphans are present in their usual "beds") and bends down to whisper to CHARLES.Charles snaps awake.Beau stirs awake.Brennan gently urges Charles out of his sleeping bag. Beau notices Billy's MAP lying beside his empty sleeping bag. He stares at it.

Charles warily follows Brennan out of the tent. Brennan wears a strange smile. Beau emerges behind them (as do the few remaining Orphans). They follow behind. (Beau has stuffed Billy's MAP into his pocket. He tucks it all the way in.) Charles continues following Brennan, but a look of HORROR gradually dawns on his face as he comes upon the following... The rest of the Orphans are gathered around, wearing ritualistic face-paint. A FIRE blazes in a trash can, illuminating the scene. AN OLDER MAN (60s) has been tied (with rope) to a ceremonial tree. A rag has been stuffed into his mouth.The Man yells "Son," but that's muffled by the rag.This begins the TIMPANI DRUMS. Two trained Orphans bang rhythmically upon them.He holds up that book. Its title: After Abandonment. A Spiritual Inquiry.A FEATHERED ORPHAN walks up to Charles to hand him a CEREMONIAL BLADE.The banging of the Timpani drums has reached a frightening intensity. BILLY, who we now learn is a TENOR, begins to sing ("yaaaaahhh!") at the top of his lungs. The terrifying song of the ritual has reached full pitch. Charles, clutching the ceremonial blade, trembles as he begins to walk towards his father. He's weeping. Charles' father, eyes wide with horror, shakes his head desperately. His screams are muffled by his mouth-rag. Charles repeats "I'm sorry, I'm sorry, I'm sorry" as he approaches his father. He finally arrives at the tree. Brennan watches with insistent eyes. Charles turns to him.But Brennan does not waver. Finally Charles relents. Screaming in anguish, HE SLITS HIS FATHER'S THROAT. We cut away to BEAU'S HORRIFIED REACTION.Charles crumbles to his father's dead feet. The timpani drums die out. Everyone quietly disperses. Brennan walks up to Charles. He lays a "comforting" hand upon Charles' weeping head.Brennan leans down to KISS THE TOP OF CHARLES' HEAD. He then leaves the poor bastard to his bleak despair.

Beau lies EXTREMELY AWAKE in his sleeping bag while everyone else sleeps. He is battling a severe PANIC ATTACK. He looks over to Billy, who sleeps soundly. He's smiling through what appears to be a pleasant dream. Beau has to get out of here. He climbs quietly out of his sleeping bag. Once he's finally emerged, he looks down to notice that BILLY IS LOOKING UP AT HIM.Billy gestures to a HOLE IN THE GROUND (swarming comically with flies) in the tent's corner.Billy squints with suspicion. Beau backs away toward the front of the tent.No response from Billy, who just continues staring. Beau carefully unzips the front of the tent and ducks out (muttering "thanks, sorry").

Beau carefully zips the tent back up, and begins to tip-toe off. A diminishing bonfire crackles in the distance. As Beau walks away, his eyes drift to the tree to which Charles' father is still tied, quite dead. Stomach turning, Beau forces his gaze to the ground.Suddenly an ALARMS sounds. A SPOTLIGHT beams down onto Beau. Brennan is heard over a SPEAKER.Brennan appears from his tent, and the Orphans begin filing out of the giant tent. Beau stands motionless.Brennan takes a frustrated breath and walks toward Beau.Beau looks to Billy. Billy's eyes are cold.Beau is too scared to speak.Brennan steps forward to reveal that he's holding the CEREMONIAL BLADE.But then a TWIG is heard SNAPPING behind them. Brennan looks off to see something rustling in the dark.The sound of a GUNSHOT is followed promptly by a BULLET striking Brennan in the HEAD. He is blown to the ground. Beau looks in the direction of the gunshot to SEE... JEEVES has emerged from the dark veil of the woods. He wields a MACHINE GUN. Jeeves raises the weapon to aim it at Beau, but Beau SPRINTS away. Jeeves FIRES a succession of bullets, but Beau is running behind the crowd of Orphans. Every bullet (meant for Beau) ends up nailing an obstructing Orphan. Beau runs wildly as Jeeves fires maniacally at his zig-zagging target. It's not long before every Orphan has been gunned down. Only Billy remains unscathed. He screams hysterically. Beau has gotten away. He tears crazily through the grim woods. Jeeves walks around the litter of wounded (few) or dead (many) Orphans. He compares the PHOTO of Beau with the faces of his victims. None of them are Beau. Beagle, the dog, is BARKING WILDLY. Jeeves finally comes to Billy, who is still in hysterics. After comparing the photo with Billy's wailing face, Jeeves raises his gun to Billy's head. But Beagle, whose aggression has reached its apex, has torn his chain free of its post. THE DOG RUNS FURIOUSLY TOWARD JEEVES. We cut to a TENT whose outer wall is illuminated by the FLICKERING LIGHT of the nearby bonfire. On the wall we see JEEVES' SHADOW. Suddenly BEAGLE'S SHADOW enters LEAPING toward Jeeves' neck. But Jeeves' shadow grabs Beagle and SLAMS the animal's silhouette into the ground. We then see Jeeves' shadow PULL THE DOG'S LEG OFF (yes, OFF). Jeeves, still in shadow, fires a bullet into the whimpering animal. Ending its misery. Jeeves now turns to Billy. He begins to approach - slowly heavily. Billy can only shake his head in horrified protest. Jeeves arrives at Billy's feet, holding the SEVERED DOG'S LEG, and calmly proceeds to PULP BILLY TO DEATH WITH IT. CUT HARD TO:

BEAU RUNS THROUGH THE WOODS WITH A FEROCITY WE HAVEN'T YET SEEN. HIS LEGS RUN AS FAST AS HIS BRAIN IS ADDLED. Branches and leaves slap at his face. Rocks and logs obstruct his trajectory. He trips, falls and flails. But still he allows nothing to slow him down. We CUT SHARPLY TO:

Beau is still running, but his legs are limp and his eyelids are heavy (to the point of almost being shut). He's been running for many hours, and he so tired that he's almost sleep-running. Beau reaches a POND. He stumbles to a clumsy stop, only to remember: BILLY'S MAP! He reaches into his pocket and pulls it out. Beau finds his current location (GAGGLESOCK LAKE) and studies its surroundings... THE NEAREST TOWN IS ONLY ONE MILE AWAY.

Beau emerges from a WALL OF BUSHES to find himself at the side of a ROAD. Two cars ROAR past him. He turns to see a BUS STOP. He walks over and inspects the posted MAP. He discovers that one of its destinations is his hometown, CASTLESTONE. Beau hears an APPROACHING BUS. He looks up as it idles to a heavy stop before him. ITS DOORS SWING OPEN.

Beau sits in the back of a mostly empty bus as it drives quietly through the night.

A beautiful day on a modest Castlestone street. The simple residents shop and brunch under the pleasant Castlestone sun. Beau's BUS enters to pause at the bus stop and release an extremely haggard Beau. The bright sunlight reveals the toll that his recent traumas have taken on his face (most notably the lines under his eyes). He proceeds to walk zombie-like through the scene. A BUTCHER looks up from his meat cart to watch Beau pass. His customer also takes note. There is recognition in their eyes. Even Castlestone's sole homeless man stops to stare. Beau ignores them all.

Beau approaches the MAILBOX of his Mother's house. He sentimentally runs his fingers along the box's texture, and then allows his gaze to travel up the LONG DRIVEWAY to... HIS MOTHER'S LARGE, BEAUTIFUL BEACH HOUSE, coated handsomely in white and blue paint. Just beyond it lies a glittering lake. Beau, squinting through too much sun, starts up the driveway.

Beau enters the house. Sunlight beams in through the windows, illuminating a density of dust particles. The interior has been painted a very clean WHITE. As Beau trudges forward, he walks past a STANDEE of a happy- looking black woman with her arms crossed (with mock-attitude). This is presumably BEAU'S MOTHER. Attached to the standee is the text: "Don't Let Depression Ruin Your Day! Pop a PAXIM!" (In smaller font: "Brought to you by Mama Wilmington.") Beau continues forward. There are myriad FRAMED POSTERS advertising other prescription meds - many of them featuring Mama Wilmington's face (and all of them featuring her name). Tears well in Beau's eyes as he takes in the house. He begins climbing the stairs. As he does so, the distant sounds of his memory (of his mother, of himself as a child) seem to echo delicately off the walls.

Beau walks the hallway. It's adorned with photos. Photos of him as a CHILD - being HOME-SCHOOLED by his mother (from ages 7 to 17), COOKING with his mother (both wearing chef hats), dressing up with mom for Halloween, etc. There is a photo of him (at age 8) poking inquisitively at a BEEHIVE. This is followed by a photo of him screaming among a swarm of attacking bees. This is followed by a photo of his mother tending (quite happily) to Beau's bee-stings. There's a photo of Beau (age 21) and his mother, standing before his apartment door. The mother is crying as she hands him his APARTMENT KEY, which is garnished with a GIFT RIBBON. Beau continues on, but a final photo makes him PAUSE... It appears to be a SURVEILLANCE STILL of Beau (current) holding a phone up to his ear in his apartment. The lighting, his stance, and all other details are identical to those of the scene in which he first learned of his mother's death. Beau squints, very confused. He hesitates before moving on.

Beau enters his MOTHER'S BEDROOM. Everything is as it was. The bed is made. The desk is covered in sketches (most of them stabs at advertising ideas). The shelves are neatly organized. Beau sits on the bed, overwhelmed. He notices the PILLOW. It still bears the vague imprint of his mother's face. He sees a single STRAND OF HAIR. He takes it and gently smells it. Beau goes to the SHELVES. They are stacked with JOURNALS. Beau pulls one from the wall and starts to read.DISSOLVE TO... Beau, rapt, reading another entry from a different journal...Beau laughs. DISSOLVE TO... Beau reading another entry.LATER Beau sits on the floor, surrounded by stacks of journals. He's been reading for hours, and his face is red and swollen (from crying). Outside, the sun has begun setting.Beau PAUSES and we are SLAMMED into silence. After a moment, he warily reads on, and we DISSOLVE TO A FLASHBACK...

A YOUNG VERSION OF BEAU'S MOTHER (mid 30s) sits on the couch, writing in her journal. An 8 YEAR OLD BEAU, traumatized- looking, lies on the floor, drawing in his notepad. Beau's Mother watches him while she writes today's journal entry.Little Beau looks sadly up at his mother. She SMILES at him. He manages to smile back, none the wiser. She then adds casually to the journal:

I told him that his father died on our honeymoon at the peak of our lovemaking. I told him he passed at the instant of conception. I couldn't bring myself to tell him the truth. Why do parents always lie to their children about everything? Is it to keep them from making the same mistakes...? I know, in my case, it was certainly to prevent some new ones, since the story I told him will no doubt serve as a powerful sexual deterrent.

Back to present. BEAU CLOSES THE JOURNAL. His eyes are busy. How does he feel about this? He's certainly shocked. But is he angry...? Yes! BEAU STANDS UP SWIFTLY, fueled by the confused rage of the long-deceived. What's he gonna do? He then sees a DOOR. It bears a sign: MAMA'S WORKSHOP.

Beau enters. There are easels everywhere, holding different pie charts, ad ideas, pitch boards. Most of them are for various miracle drugs. But as Beau walks around, taking all this in, he discovers something special... An easel holding a BOARD for a new project, to be launched next year. Its title reads: MAMA WILMINGTON'S ULTIMATE SURVEILLANCE. There's a lot going on here, but the most intriguing element might be the DIALOGUE BUBBLE emerging from the spunky photo of Mama Wilmington: "Does it work, you ask? I observed MY OWN SON for 23 years without him ever suspecting a thing!" Beau's jaw is slack. His eyes are crazed. HE PUNCHES THE BOARD.

Beau stands in the shower. He SCRUBS himself vigorously. LATER Beau stands in front of the mirror. He's SHAVING angrily.

Beau searches through a PHONEBOOK. His clean-shaven face is speckled with a few bits of bloody tissue paper. He finds the phone number for...ELAINE BRAY! He hesitates before dialing the number. He holds his breath, almost turning purple, through the rings. An OLDER WOMAN answers.

A seedy BIKER BAR. Hard country music blares over the jukebox as grimy-looking patrons play pool, argue and get shit-faced. Beau, dressed nicely (in a sweater and kakhis), enters. He approaches the bar and sits down. The BARTENDER addresses him.The Bartender doesn't strain the issue. He gives Beau a beer.The Bartender confusedly leaves. Beau looks around the bar. After some scanning, he SEES... A BEAUTIFUL WOMAN (40s) nursing a lonely cocktail at the bar. She watches a group of guys play pool. This is ELAINE. Beau stares at her. He looks frozen in time. Elaine turns to notice Beau. There is no recognition, but she offers a friendly smile. Beau's first reaction is to LOOK AWAY as if something else has grabbed his attention. But he catches himself. With great tension, he turns back to Elaine, forms a strained smile, and rises clumsily from his seat. He approaches her.She squints, trying to place his face.She winces, still foggy.LATER Elaine and Beau are hunched over the bar, both "tipsy."Suddenly suspicious (but in a playful way):Small beat.Longer beat. Beau takes a deep breath.And now, a sudden rush of true chutzpah.Beau struggles to keep his courage.She's staring at him, charmed and moved.She looks smitten. But also drunk. Beau doesn't let himself back down.Beau is taken aback, but he forces himself:

Elaine drives. Beau sits passenger. They are silent. Elain's RIGHT HAND strays from the gear to gently touch Beau's THIGH. Beau tenses and sweats, but he tries to play it cool.Beau is starting to get a weird feeling. Elaine has started to veer into the MEDIAN. Beau helps steer her back onto the road.She takes that left.

Beau and Ealine enter the dark house. She flips on the lights.Beau is confused, but Elaine kisses him on the nose. She strays into the living room, continuing.

Elaine lights a few CANDLES in Beau's Mom's bedroom. Beau sits awkwardly on the bed. Elaine turns to him.

Beau stares himself hard in the mirror. He gives his reflection a PEP-TALK.And then, pointedly:

Beau steps out of the bathroom, fully dressed. Elaine is under the covers in bed, very much not dressed.Beau clumsily re-enters the bathroom. MINUTES LATER Now naked, Beau climbs bashfully into bed with Elain.Beau locks eyes with Elaine.Elaine kisses Beau passionately on the lips. Beau's eyes widen and his body tenses up.Elaine kisses him again and rolls on top of him.Elaine reaches down to GRIP him. He recoils.Elaine takes a CONDOM and straps it onto Beau. Beau tenses up as this happens. Elaine then guides him into her. She's on top. She MOANS as he enters her.Elaine gently rises and falls on top of Beau.Beau looks like he's trying to talk himself down from oncoming panic.Beau's lips are tight and he's tense as a rod. It's as though he's bracing himself for pain.But he's already there. HE'S ABOUT TO ORGASM. His tone becomes very grave.Beau tries to ward it off, but Elaine continues to ride him.But it's coming! IT'S HAPPENING!And with that, Beau has finished. He looks mortified. Without stopping, Elaine laughs:Beau is frozen. Elaine, with increasingly labored breath:Elaine, now very worked up, is riding him a little harder.Beau, having just conquered his greatest fear, begins to regain his composure. Tears welling in his eyes, he begins to chuckle with relief/gratitude.Elaine accelerates her pace.Extremely turned on, she's riding him very hard now.Elaine trembles violently as she finally RELEASES. She orgasms intensely. Beau is stunned (and excited).Beau is now laughing heartily. A giant weight LIFTED off his shoulders. But Elaine isn't laughing along with him. In fact, she's not making any noise at all. Beau's laughter gradually dries up. He looks up at Elaine, and the color slowly drains from his face. ELAINE IS FROZEN STIFF ATOP HIM. Beau checks her wrist for a pulse. He then checks her jugular. Beau is now afraid to check anything else. His eyes travel reluctantly up to... Elaine'S FACE. It's locked into a contorted mix of orgasmic pleasure and morbid death terror. She's a CORPSE alright. BEAU SCREAMS. This is followed by a moment of silent panic, which is then followed by MORE SCREAMS. Beau shoves Elaine's body aside and leaps out of bed. He backs away. His breathing is extremely unstable. He SLAPS his face. He's still not calm. He slaps it again! Beau grabs Elaine's PURSE. He fishes through it to find a drivers license. But the name isn't Elaine Bray. It's Sherri Browne. He then finds a BUSINESS CARD. It features the logo for Mama Wilmington's Drugs. "Sherri" works for them? Beau, very confused, keeps searching to find a PRESCRIPTION PILL BOTTLE for 'Betaxolol' (a beta blocker). He finds several other heart medications. He pours some pills into his palm and tries to feed them into Elaine's dead mouth. It doesn't help.This was screamed at no one in particular (and with no one in mind). He looks back down at the business card. Sherri Browne? Mama Wilmington's Drugs? Beau thinks for a moment.Beau looks at his reflection in the STANDING MIRROR. His reflection urges:

Beau, now dressed, walks down the stairs. CAR KEYS JANGLE anxiously in his hand. He moves through the dark room, and then-- CLICK. A lamp is turned on. Beau's head spins toward the light source... A SMALL BLACK WOMAN (60s), smartly dressed, sits on a chair in the corner. The lamp is to her side.Beau stands motionless. A long, dumbfounded silence.Beau's stunned silence persists.Beau's following words don't come easily:It should be clear by now, this is BEAU'S MOTHER.Two very muscular YOUNG MEN (20s) begin descending the stairs. They are carrying Elaine's corpse. When they reach the bottom of the stairs, they round a corner and go outside. As they do:Beau watches them leave before turning back to his mother, incredulous. He looks like he's staring at a ghost.She throws a BOTTLE OF PRESCRIPTION PILLS at him. It bounces off his chest.Beau's Mom almost says something harsh, but she holds it back. She's struggling to keep her cool.A heavy silence.Beau takes a moment to conquer a flood of rushing emotions. He fails.Beau's Mom almost snaps back, but she stops herself.A long, boiling silence. Beau, calmer but no less angry, repeats:Tears are welling in Beau's eyes.Outside, the Assistants are heard pushing a WHEELBARROW past the window. Elaine's body is lying in it.She said that last part as though she was beating him to the punch. She balks at the idea.Tears are welling up as she faces a wall of hard memories. She bites the tears back.Beau's eyes are numb. Beau's Mom dramatically lifts a REMOTE CONTROL.She presses PLAY on the remote, and the audio from ONE OF BEAU'S THERAPY SESSIONS begins to blare over the speakers.Beau is confused and horrified. Is he hearing what he thinks he's hearing?Suddenly a door opens and BEAU'S THERAPIST enters the room. He wears a mischievous smile. Beau's Mom presses the NEXT button. It skips to another session.Beau's Mom turns the speakers OFF.The Therapist shines a weasel's smile at Beau. Beau is stunned.Beau's eyes are wild with a newfound hatred.Not this time.Furious tears build in Beau's eyes. He looks primed to explode. But then, suddenly, HE REMEMBERS SOMETHING. The tears stop. Beau's posture slowly changes to one of inflated purpose. With a new, self-advocating anger in his voice:Beau's Mom is stunned.Beau pulls the JOURNAL out of his jacket pocket.Beau's Mom stares at him, hard. A venomous smile forms.There's a long, intense beat.Beau's Mom slaps her knees and RISES. The Therapist is overjoyed.Beau's Mom storms purposefully off. She passes Beau to ascend the stairs. Beau hesitates before following her. Beau's Mom arrives at a WEATHERED DOOR leading to an attic. Beau freezes.Beau's Mom grips the door handle. Before she opens it, she turns menacingly to Beau:She SWIFTLY OPENS THE DOOR. Inside is pure darkness.Beau looks at his Mom, very frightened.Beau, after a long stretch of staring at his mother, swallows his fear and ENTERS.

This is getting awkward, sweetie. You're starting to hurt my feelings.

The door SLAMS SHUT behind Beau. He tries the knob to let himself out, but he's locked in. Beau, sweating beads, begins walking ahead. It's very dark. The room is littered with old furniture, children's toys and a myriad of moving boxes. The typical contents of an ATTIC. Suddenly Beau becomes aware of RASPY, GURGLING RESPIRATORY SOUNDS. Terrified, he freezes. Peering ahead, he sees a giant, bulky figure (obscured by the dark) standing 15 feet tall. It looks almost like a trembling, flaccid mass of wrinkled flesh. Beau, paralyzed by fear, sees a BOX OF MATCHES beside him. He slowly reaches for the box, and with a shaking hand (after several awkward tries) he STRIKES A MATCH TO ILLUMINATE... A MASSIVE, WRETCHED PENIS MONSTER. It rests on two giant testicles, and its HEAD (shaped like the head of a penis) bears a wide, FANGED MOUTH and two BEADY BLACK EYES. Jutting out from its torso (the equivalent of a penis shaft) are two GRASPING, SPIKED FORELEGS (like the raptorial legs of a PRAYING MANTIS). This might sound funny, but it looks absolutely horrifying. Beau SCREAMS, and the Monster HISSES and SCREECHES. Beau throws the match at the monster, plunging the room back into darkness. Beau runs to the locked door and POUNDS his FISTS against it.After much banging, the door finally opens. Beau stumbles desperately out, petrified.

Beau crumbles to the ground, hysterical. Beau's Mom stands above him. There are tears in her eyes.Time slows down. The air is sucked out of the room. Beau's eyes flutter as he begins to FAINT, but the Therapist SLAPS his face before he can pass out.The Therapist is chuckling now.The Therapist is laughing now.But the Therapist only laughs louder.Beau's Mom suddenly gets very angry.Beau looks up, terrified of his mother's anger.She pulls at his lapel. He rises, trembling.On "funeral," Beau's Mom wraps her hands around Beau's THROAT and SQUEEZES. Beau stumbles back, but her VICE-GRIP refuses to loosen.Beau, unable to breathe, tries to wrench his mother's hands from his neck. But her strength is almost super-human. Finally Beau can't take it anymore. He grabs his mother's neck with both hands and SQUEEZES! Beau's Mom can't believe it! Mother and son are now strangling each other simultaneously. The Therapist is laughing hysterically. Beau's face is turning purple. Beau's Mom's eyes are rolling back into her head. They both struggle to breathe as the other chokes off their air supply. Suddenly Beau releases his mother's neck and swiftly raises his hand to SLAM HIS FIST DOWN ACROSS HER FACE. Shocked, Beau's Mom releases Beau to take a few mortified steps back.Beau's Mom incredulously touches her hand to her face. It's already swelling up.Her lip and the side of her mouth are indeed showing signs of a BRUISE.Beau offers her his face, but Beau's Mom is INFLATING STEADILY WITH RAGE. She suddenly grabs a LETTER OPENER and points it at a terrified Beau. Her eyes are crazed with murderous intent. She takes an insane step forward and SWIPES the letter opener across what could have been Beau's throat. She swipes again. And again. Each swipe is meant not as a threat, but as a strike. Beau steps back dizzily, evading the weapon.But she doesn't stop. She continues swiping and stabbing, her eyes burning with a possessed violence. But then-- POW! A GUNSHOT IS HEARD, and a BULLET BURSTS THROUGH THE WINDOW TO STRIKE THE SIDE OF BEAU'S MOM'S TEMPLE. The visceral contents of her head splatter about the room as she is pitched to the ground. Beau stands paralyzed, covered in his mother's blood and brains. He looks out the window to see that a SNIPER sits perched on a tree outside. Upon closer inspection, it becomes clear that the sniper is BRENNAN. His bullet wound (now severely infected) hasn't been tended to, and a discolored chunk of BRAIN is visibly exposed.But then Brennan's head is GRABBED by someone behind him and he's YANKED BACK to plummet from the tree. Brennan lands on his head, BREAKING HIS NECK and dying instantly. The person who threw Brennan from the tree has climbed down to run toward the house. Beau, peering out the window, barely sees the shadowy (but very bulky) figure. Beau turns to face the Therapist, who is still smiling. The SOUND of the FRONT DOOR BEING KICKED OPEN downstairs. This is followed by A RAIN OF GUNFIRE, which is then succeeded by the sound of two bodies hitting the floor. A moment of silence before FOOTSTEPS START AGAIN DOWNSTAIRS. Soon they are heard SCALING THE STAIRS. Beau, panic-stricken, looks desperately around the room for anything that could serve as a weapon, but THE FEET ARE ARRIVING AT THE TOP OF THE STAIRS. Beau sees the LETTER OPENER (which fell from his mother's hand) at his feet. He picks it up. Beau looks down the hall to see JEEVES arriving upstairs. He wields a MACHINE GUN and holds up the PHOTO of Beau. He approaches Beau, comparing his face to the photo. Confirmed. Jeeves' battered lips curl into a monstrous smile. But then, as Jeeves is distracted, he TRIPS over a LAMP'S CORD and is propelled to the floor. The lamp is brought down, shattering its bulb against the floor. We're now in SEMI-DARKNESS. The MACHINE GUN flies from Jeeves' grasp and tumbles sliding across the floor. It stops between Beau and Jeeves. Jeeves and Beau, both frozen for a moment, stare at the gun. They look at each other, and then they simultaneously make a desperate break for the gun. Beau SNATCHES it before Jeeves can. Beau aims the weapon at Jeeves. Jeeves backs away to stand motionless for a moment. His eyes are crazed. He looks like he's having a psychotic flashback. JEEVES' POV: Beau aims the gun at us, but through these eyes, he's dressed like a VIET CONG SOLDIER. Beau's finger trembles against the trigger. He can't do this.But then Jeeves swiftly yanks a THROWING KNIFE from his sleeve and throws it at Beau. The knife LANDS in Beau's shoulder, eliciting a terrible scream of pain. Almost as a reflex, BEAU PULLS THE TRIGGER. Two bullets penetrate Jeeves' gut. He looks stunned. Fueled by a terrible flashback-confused rage, Jeeves RUNS at Beau. BEAU PULLS THE TRIGGER AGAIN, AND THE GUN ERUPTS IN A HAIL OF BULLETS. JEEVES IS TORN TO GRISLY SHREDS BY THE PUMMELLING ONSLAUGHT. Beau finally releases the trigger. Jeeves' head crashes against a REMOTE CONTROL as it hits the floor. The remote triggers a TV MONITOR, which powers on to display: Surveillance Footage of Beau desperately trying to stamp out a kitchen fire in his apartment. This is subtitled: "Feb 20, 2012" The room is covered in viscera. The now-separate parts of Jeeves' meaty corpse have been distributed sloppily about the room. Beau's eyes are wild. He turns to the Therapist, still clutching the machine gun. The Therapist looks at the gun, and then at Beau. The smile refuses to leave his face.The Therapist crosses carefully to the CLOSET. He reaches in to remove a GASOLINE CANISTER. He holds it up so that Beau can see that it's not a weapon.The Therapist slowly raises the canister above his head and proceeds to DOUSE himself in gasoline. Even after he's completely covered from head to toe, he continues to shower himself.Beau, even more disturbed now than he was a minute ago, turns to approach the stairs in a traumatized daze.

Beau looks up, eyes wild with deranged fear. Beau's Mom locks eyes with him.

Beau walks dumbly down the stairs. The bullet-ridden bodies of his mother's TWO YOUNG ASSISTANTS lie in a pool of blood. Beau lumbers past them.

Beau enters the kitchen. He goes to the COUNTER, where he finds his MOTHER'S KEYS. He grabs them, but then pauses... Beside those keys are HIS OWN KEYS (the ones that were stolen from his door). Beau stares listlessly at them. Upstairs, we hear a FIRE IGNITING. Beau looks up, numb.

Beau, still holding the gun, leaves the house. The sun is already beginning to rise. In the b.g., we hear that the FIRE is now raging upstairs. Beau passes Brennan's corpse without acknowledging it. Beau goes to his Mom's CAR. But he STOPS before he can open the door. Sitting in the driver seat is THE SMALL MAN IN A PARKA ("you're fucked, pal"). Except now he's wearing a black suit and a CHAUFFEUR CAP. He's asleep. Beau's eyes don't betray his newfound numbness. He turns around to see the LAKE behind the house. Beau DROPS the car keys and walks down to the lake. He arrives at a small, single-person SAILING BOAT. It's been tied quaintly to the shore. In the distance, the penis monster is heard screaming (it's being swallowed up in the house's flames). Beau, ignoring this, tosses the gun into the boat.

Beau sits in the sailing boat. It is floating towards a fork leading to TWO SEPARATE TUNNELS. A sign for one tunnel reads "TOWN." The other reads "???" Beau hesitates before steering towards the "???" tunnel...

Beau's boat floats calmly into the open water of what appears to be an OCEAN. With no land to be seen for miles, he's surrounded by nothing but PLACID, GLITTERING BLUE. Beau, still addled from all of his recent experiences, sits back. He looks up at the sun, which pleasantly warms his face. He sees a TARP covering up half of the boat. He draws it aside to reveal: Several bottles of WATER, a wealth of CANNED FOOD and bread, a set of BINOCULARS, a FISHING ROD, a book on BIRD WATCHING, and a beautiful hardback edition of Tolstoy's WAR & PEACE. Beau looks back up. It's such a beautiful day. He hears SEAGULLS in the distance and ducks float happily nearby. Beau looks down at his feet. He FEELS them on the boat's floor. He could almost smile. We cut to a WIDE of Beau's lonely boat in the vast ocean. It is an almost perfect replica of the PAINTING from Beau's apartment (which bore the text "Simplicity"). Beau's eyes are closed. He feels his body. He soaks in the PEACE. This is all he's wanted. After a long stretch of this, Beau hears distant music. His eyes open to SEE: A CRUISE SHIP in the distance. Beau reaches for the binoculars. Peering through them, he sees more clearly... Atop the cruise ship, several overweight kids in colorful spandex DANCE enthusiastically. A BANNER above them reads: "Reaching Your Full Potential at MICHELLE OMAMA'S FITNESS RETREAT!" The First Lady of the United States is guiding the exercise, yelling enthusiastic motivation into a MICROPHONE.Beau's eyes widen. Something has been TRIGGERED in him. (The "sleeper assassin" is no longer asleep.) The black of his pupils is replaced by the rotating hypno-discs from the Orphans' treehouse. Beau looks back down. The MACHINE GUN rests before his feet. Beau looks back up at the Cruise, which is moving very much in his direction. His shoulders slump with exhausted resignation.CUT HARD TO BLACK.

And one, and two, and yeah, and great - and shake your buns! And touch the floor! And grab the sky!

B L A D E R U N N E R 2 0 4 9 story by Hampton Fancher screenplay by Hampton Fancher and Michael Green FADE IN ON: A GREEN EYE We move towards its pupil.

SOARING OVER AN INFINITE ARTIFICIAL LANDSCAPE OF SOLAR PANELS AND PLASTIC SHEETING. All dead and abandoned to the dust and wind. Finally giving way to --

Called farm only generously. The ground dry, inhospitable. A dubious horizon to distinguish the browns that are both Earth and sky. There is no green in sight. The landscape streaks by in a blur. Nothing to tame our focus until... REVEAL: A SPINNER Beaten, scuffed, yet owns the sky like a seagull. It flits RIGHT BY US, as we MOVE INSIDE --

THE PILOT IS ASLEEP. The Spinner on autopilot. The MAP on the dash is abruptly interrupted by A CHIME. The pilot wakes. Yawns. This is K. You'd peg him for 30 if you didn't know better. Refined features, flawless skin. Intelligent eyes that breathe in detail and exhale warmth. Gifted with a grin that masks wry for earnest. SHAPES begin to coalesce ahead in the distance. Revealing themselves to be PLASTIC GREENHOUSES. K's eyes go hard at seeing a strange INSTALLATION ahead. K directs the Spinner towards...

TRAVELLING WITH THE SPINNER over remains of abandoned greenhouses. PLASTIC DOMES over what were once POOLS. A windmill stands above it all. Slowly, creakily rotating. Its bent wing hitting the center pole as it strikes 6 o'clock... creakCLACK... creakCLACK... creakCLACK... The Spinner's SHADOW rolls over the windmill. Approaching --

Cement walls and corrugated tin roof. An old school maybe. Beside it a PLASTIC TENTED POOL.

Under a translucent dome. A bull of a FARMER stands knee deep in a pool full of sludge, raking a nutrient rich solution. Bio-reactors slowly filtered the fluid into vertical plasmid sacs that feed into LARGE BINS. The Farmer wears thick protective gear from head to toe. Hood and goggles cover his face. He takes up a handful of NEMATODES, pleased with his crop. Looks up as -- THE SPINNER SOARS OVERHEAD. The Farmer sets down his rake.

The Spinner lands in the open field behind the house, kicking up a PLUME of DUST that briefly obscures it. A small flitty HOVERCRAFT ejects itself from the back of the Spinner, A PILOTFISH. K emerges from the dust. Whatever color his coat was, it's brown now. K instructs with the Pilotfish with a gesture. It TAKES OFF. K approaches the peeling-paint farmhouse. ONE TREE in sight, a giant, DEAD, leafless thing. A ghost of grandiosity, standing only thanks to a brace and wires staked down.

K crosses creaking floors. Looks around: Kalsomined walls, pitted windows. All old, but clean. Someone takes pride. Basic furniture, an UPRIGHT PIANO. Otherwise EMPTY. No decor, shelves BARE. K inspects the few items. Sheet music for CHOPIN on the piano. An aquarium in which COWSLIPS grow... A pot of something fragrant simmers on the stove... K leans into the pot, sniffs deeply, when -- HEAVY FOOTSTEPS come from outside. Rattling the whole house. K re-lids the pot, as --

The Farmer approaches his home. Air HISSES in at the unfastening of his MASK. He eyes the Spinner parked beyond the tree. Sees the Pilotfish hovering above. Pulls a chain. A DECONTAMINATION SHOWER rains over his suit, which he can now unsnap. This is SAPPER MORTON. Weathered 60s. A well-broken nose. Yet he pulls from his belt satchel a set of dainty glasses.

THE DOOR OPENS. Sapper steps in. The floor creaks under his weight. He scans the room. Empty. Sapper moves to a sink where he violently scrubs his hands. He does not yet see K. K leans from a shadow into the light. A stranger, suddenly visible. Briefly ominous. An uncertain moment...Sapper eyes K's chummy posture. Dismisses any threat.Sapper fishes a clod off his boot and pulls off a single wriggling WORM.K looks to that inviting pot on the stove. Sapper shakes his head, pleased with himself. Opens a cupboard, where a grow light nourishes PLANTS. A few FLOWERS. And a bottle terrarium full of GREEN SHOOTS.He looks. The pot on the stove bubbles and steams.Sapper cocks his head at the comment. K notes the SATCHEL at his belt.A beat. Sapper's expression darkens. He takes off his glasses puts them in his satchel.REVEAL: Sapper has A SCALPEL from his satchel. Not likely.K puts his gun on the table.K stands and retrieves a small SCANNER from his pocket.K activates the scanner.The FIGHT is quick and it is fierce: Sapper stabs towards K's heart. K avoids the blade, only his coat and the wall are pierced by Sapper's knife now stuck deep into the wall. K breaks Sapper's hold on the knife, which skids to the floor. K DUCKS a heavy fist that sinks into the wall where his head just was. Sapper grabs K by his belt and collar, lifting him into the air and slamming him into the wall over and over -- until K's body GOES THROUGH IT, and -- K crashes onto the floor in the next room. K recovers quickly, strangely able to withstand the punishment. He sees Sapper charge through the wall to finish the job. Sapper is on him -- a vice lock around K's throat -- K gasping for air. K gets out of Sapper's grip, and lashes out in rapid succession, his solar plexus, his chin, his throat, crushing his windpipe. His blows are SURGICAL, anatomically precise, like viper bites. Sapper is stunned, choking, in pain. K kicks Sappers' knee and the giant drops to the floor like a felled oak tree. K SNATCHES Sapper's THROAT -- SQUEEZING -- thumb SLIDING UPWARD as -- Sapper GASPS... FLAILS... hand reaching... For the dropped SCALPEL... GRASPING IT! HE STABS K in the SHOULDER. K accepts the wound and the pain. Only squeezes tighter. Sapper's EYES ROLL BACK -- the desired effect -- REVEALING: A PINPRICK OF COLOR on the underside of the right EYEBALL. K draws the SCANNER -- which reads the point like a bar code. It confirms Sapper's ID. K stops holding back -- SNAPS Sapper's remaining good arm -- grabs his GUN that has fallen on the floor beside the table.Sapper raises up still fighting for air.Sapper gives a zealot's grin. Ready to die for a cause only he understands. Eager for it. HE RUSHES K. THE GUN THUNDERS. HOLD ON THE GUN. So we only HEAR Sapper's body DROP. K breathes heavy. Checks his wound. Sees his BLOOD on his FINGERS. Blood trickles onto fallen sheet music. Staining Chopin. K smooths himself back to dignity. Leans over the body. Then PAUSES. Crosses the room. Finds a spoon. Hesitates. Tastes the soup. Hmmm. Garlic.

Hope you don't mind me taking the liberty. Wind's a bit unkind out there. I was careful not to track in any dirt.

It only takes the one to start. Parthenogenic strain. Constant doubling. They'll fill as much dirt as you can wet.

Whole town farmed it back once. Smelled this good a hundred miles in circle. Try some?

No thank you. I prefer to keep a cold stomach until the hard part of the day's behind me. How long you been here?

That bag... colonial medical use, isn't it? Military issue. Heat resistant. Where were you... Calantha? Must've been brutal. Not many who survived bothered to come back to ground.

Planning on taking me in? Huh? Take a look inside. See what they missed.

If taking you in is an option, I'd much prefer that over the alternative.

You new models. You're happy scraping the shit. You've never seen a miracle.

Within cells interlinked. Within cells interlinked. Within cells interlinked.

You can go anywhere in the world. What do you want to see first?

Like you say, old serial numbers. Everyone sleeps better if we know where they got to.

The policeman. Deckard. She's trying to provoke him. Get a reaction.

One helps the other. You heard your friends. You know what I am.

I feel strange sharing a childhood story considering I was never a child.

I had a toy, this wooden horse. An inscription underneath. All I remember is a group of boys, big kids, try and take it away from me. So I run.

Request newbirth 18th chrom DeNAprints children born 6/10/21. Looking for anomalies.

If it were true, I'd be hunted for the rest of my life by someone just like me.

A boy and a girl. It's not possible. Two people can't have identical DNA. One of these isn't real. It's a copy... Show all telemetry.

They were both processed at Morrillcole. The Orphanage... The girl... She dies there.

Genetic abnormality, Galatians Syndrome. The boy... He disappears.

The boy. They faked his print. If they swapped him out, no one could trace him. Where he came from... Where he went there... What he really was... He'd be a ghost in the system.

A little boy came through here, 30 years back. I need to see your records. Legitimate placements, private sales. Everything, in and out.

I think you can. I think someone like you keeps a long memory. Minds what he owes and makes sure he gets paid. Someone like you keeps it all careful. You can tell me what you know... or I put a hole right here and take a look.

You make memories, that go into Replicants. They say you make the best.

Are all the memories constructed or do you ever use ones that are real?

How can you tell the difference? Can you tell if a memory really happened?

He was set it up as a standard Replicant, put on a service job. Hidden in plain sight. Plainest. They wrote over any memory, added fake ones, so -- even he didn't know what he was. Someone cared enough to give him a life.

The mother of your child. What was she like? Did you live here together?

You were there. At Sapper's farm. You helped them hide the child.

You did. You drowned in the ocean. You're free. Free to meet your daughter.

K steps out. Looks up at a sliver of sun eking through the dense clouds. The Pilotfish is hovering above the farm. In one hand he holds SAPPER'S GLASSES. In the other he holds a small, clear CASE. INSIDE IS SAPPER'S EYE. He staggers toward his Spinner. Gestures to the Pilotfish.The Pilotfish rises to take pictures of the farm.

K taps a button on the dash. An LAPD LOGO comes up.ON SCREEN comes the perpetually disappointed face of LT. JOSHI. A 50ish woman. Ambitious, officious, impatient. K's backtalk gives fuel to her irritation so she tolerates it. Or maybe she just likes the look of him. More than she should. She sees his BLOODY shoulder.In answer K holds up the CASE with SAPPER'S EYE. The pinprick of his CODE below the cornea. It SCANS. Sapper's SERIAL NUMBER and history open. A NEXUS 8 for the curious.MORE NEXUS 8 IDs flit by. All wanting to be retired.Something catches K's eye. By that TREE. Low to the ground. The smallest pop of YELLOW... against a dirt brown world.

One of the tail end Nexus 8s before Prohibition. Looks like he could take your head off.

Field medic, standard ocular ID upgrades, open end lifespan, now ended. He went AWOL after Calantha with a few more in his outfit I wouldn't mind closing out. Just him?

Between the retirement and the bleed you'll see a tidy bonus. Less mine.

I don't know what you all do with cash in pocket anyway. Come on home for your baseline.

He kneels at the foot of the tree to find: A SINGLE, SLENDER COWSLIP. Left leaning against a root. K lifts it to his eye. As if moved by its delicacy. He considers the long dead tree. Gestures to the Pilotfish --The Pilotfish begins a spiral over the area. ON THE SCREEN: An ULTRASOUND of the ground below. Root systems. A cracked foundation. And there, buried DEEP under the tree... A SMALL SEALED SQUARE FOOTLOCKER. Joshi sees it in her office as well. Annoyed at more work.Joshi SIGHS, annoyed.The Pilotfish attaches itself to the spinner as it takes off. Camera moves toward the tree as we -- CUT TO:

LIGHTNING shatters the sky into irregular jigsaw shapes. Indeed, there is a storm collecting to the north. We are... SOARING OVER The breathtaking cityscape skyline of dystopian grime. 30 years older. Sweatier. Sucked of oxygen. If LA then was a giant oil refinery then, now it is industrial bones jutting out of a new city built atop the old. And spread far as the eye can see. What were streets are canyons that cut deep down to the strata below. Who knows how far. K'S SPINNER Is a single bulb in the Christmas tree. Part of the SPINNER TRAFFIC that lights up the sky. Now gliding for the city's poorer, uglier center. A seizure of ADVERTISEMENT, interactive and bright. In the distance is a massive structure: THE SEPULVEDA SEAWALL.We see K through his rain streaked windshield as the Spinner banks and begins its descent toward a grey cinder block of a building. RUNNING LIGHTS illuminate a LANDING PAD at the top of the LAPD TOWER / DIVISION 5.

"And blood-black nothingness began to spin / A system of cells interlinked within / Cells interlinked within cells interlinked / Within one stem."

When you are not performing your duties do they keep you in a little box? Cells.

What's it like to hold the hand of someone you love. Interlinked.

Do you feel like there is a part of you that is missing? Interlinked.

When you're not performing your duties do they keep you in a little box? Cells.

"And dreadfully distinct / Against the dark, a tall white fountain played."

Lifeless architecture. Huge, with worn out plastic features. Call it functional to be nice. Though it is late it is CROWDED. Bloody-nosed K walks through a chaotic hive of crime processing. CRIMINALS pleading cases at plexi-covered booths... or shouting into payport phone banks... The HUMAN COPS still manage to get in K's way, sure to remind him of his place and esteem as a Replicant.If that bothers K he does not let on.

A clinical room that was white a decade ago maybe. The INTERVIEWER can be heard but not seen. The long barrelled LENS of a specialized CAMERA slides back and forth to find its specific focus on K, who sits on a stool. Coat off and on his lap. Dry blood on his cut shirt. He stares ahead at the camera. Compliant and still. The CAMERA alters its focus accusingly. Locks in.A moment's hesitation. Then --A pause, a grinding of unseen machinery, the camera powering down, then --K's eyes look to the eye of the camera.CUT TO:

A POLICE SPINNER glides low overhead. A small ADVERTISEMENT DRONE hovers like an insect, projecting 3D ads in the smoggy atmosphere. A HUGE SNOW MELTING MACHINE moves down the street, clearing the slush. It passes to REVEAL -- K. He pushes past the occlusion of PEOPLE buttoned against the cold. Crosses the windblown street. Gutters heaped with dirty snow as more dirty snow falls. Fat, sooty flakes. He carries a newly purchased PACKAGE under his arm.

A grand, old office building. TILT DOWN the building's facade as K enters...

The office building has been hastily and cheaply retrofitted for residential living. DENSELY crowded with FAMILY LIFE. The many RESIDENTS, too poor or genetically problematic to get Off-World, treat the halls and stairway landings like a dorm commons. An extension of their own homes. Pungent signs of ethnicity everywhere. Colors, carpets, clothes. As many languages as shades of skin. K gives a nod of acknowledgment to a man smoking in the hall. Is acknowledged back with a stream of foreign epithets that follow him up...

FIND K ON THE STAIRS Walking up 80 stories. Stiff from the fight. An OLD WOMAN bumps into him, expecting him to get out of her way. No one he passes the least glad to see a Replicant.

K crosses the hall. ALL his NEIGHBORS' DOORS are open like market stalls letting in air and letting out CHILDREN. Every home thickly filled, like a hoarder's garage. Some host SHOPS. FOOD STALLS. Every floor like a town square. K walks past and to his apartment. A BOY, brown-faced, missing an ear, looking up at K, with curiosity and fear. K opens the lock. Disappears inside. The only one to close his door, which is tagged with a GRAFFITI: "FUCK OFF SKINNER."

A sparsely adorned space in clear contrast to his neighbors. No pretense of cultural heritage. A simple chair. On its arm a valueless paperback novel, well-thumbed, noted, creased. Nabokov's maddening "PALE FIRE" as it happens, not that we make a thing of it. K walks in with his package, trying to be discreet, he hides it as... He turns on a CONSOLE. Perhaps a MUSIC PLAYER, which spins a SINATRA song, "Summer Winds." K takes off his coat. Seems more annoyed at the scalpel tear in the fabric than the shoulder wound he sustained under it.Just hearing it helps take away the pain. K relaxes into this normal domestic scene.

Did you know this song was released in 1966 on Reprise Records? It was number 1 on the charts... Won't be much longer. Finishing touches.

K washes off the day's dust and blood. Jets shower. Five seconds of water.

K at a mirror eyes his shoulder WOUND.He squeezes the contents of a thin nosed TUBE onto it. Platelet jelly. The skin rebonds. Gluing it after all.

K cooks in a corridor kitchen that looks like one we would find in a very old space station. He cooks with dexterity, trying to be light, as he makes a prefab meal.

K crosses in, pours two drinks. Sits on a chair in the middle of the living room. Neighbors at the window, a couple, on the other side of the street. Ordinary life.K plays at indignation but is glad for her thoughtfulness. K's life is not lonely and that is something in this world. K drinks the two drinks poured, sits to eat the meal he made.He opens a CASE. Inside: Five cigarettes. A commodity. He sets ONE onto an ashtray. We hear CUTLERY gather. We hear FOOTSTEPS.REVEAL: JOI. Not a real woman at all. A digital companion. PROJECTED from a hard line CONSOLE unit mounted on tracks along the ceiling, and restricting her existence to this space. Goddess, girlfriend, geisha and, right now, goddamn bombshell. Ingeniously real in every way except the one that counts. She holds a plate of steak frites. Not real of course. An illusion of satisfaction. Just like Joi in her APRON over a sweater set and pearls. Waiting for him with dinner on the table and drink in hand like a cartoon 60s housewife. (NOTE: Joi cannot interact with physical objects. Any "object" she manipulates is a holo representation, like her. Nor does she move when unobserved by K; when he turns away for any length of time she shifts into idle animations.)She sets the plate atop his sad prefab bowl of actual food. Kisses him on the cheek. CLOSE ON: HIS SKIN. Brushed by the butterfly kiss of her cloud. Palpable but not tangible.K is moved by the gesture. He puts the cigarette to his lips. Joi leans in close. Puts up a finger... Juuuust teasingly touching the tip of the cigarette... until... a tiny STATIC SPARK ignites an ember. He draws, and his cigarette lights. He blows the smoke into Joi, making her hologram all the more dense and real. They look at each other. Joi studies him. She looks to the shelf. Notes Sapper's glasses.Her form seamlessly reverts back to her lissome baseline. Companionate, respectable, smart. The way he likes her. She "picks up" his copy of "Pale Fire," hoping to cheer him up.K smiles. She throws the book behind her back. The book disappears as it flies.She straightens. Arm up to receive his and be led, wearing now a beautiful dress. And with that Joi wins. K has no choice but to put his day behind him.Joi looks elated.K smiles. Of course not. He opens the box on... A DIGITAL DEVICE, size of a King Size Snickers. Joi visibly brightens with excitement.K presses the console. Joi hesitates only a moment then... FADES AWAY. A RESTART CHIME. A LOGO floats off the emanator: A SPHERE, surrounded by smaller spheres in orbit. WALLACE CORP, E&C. K taps the emanator and, with a CHIME... Joi comes back online. THE EMANATOR conjures her even more realistically in every way. She moves about, her image unbroken as it was when projected from the hard line. She TWIRLS about, the pleats in the new dress conjured for the effect billow out. She loves it.Joi considers, eyes sparkling with an idea. And we...

Stay like this. The light catches your skin. You look like me. If you're not too cold...

Mere data makes a man. A and C and T and G. The alphabet of you. And them. Books made of sentences made of words and all from four symbols. Where I am only two. 1 and 0.

You didn't like her enough to tell her the truth... Six and ten and twenty-one?

How many times have you told me that story -- your memory. The date carved beneath.

A child... of woman born. Pushed into the world... Wanted... Loved...

I always told you. You're special. Born not made. Hidden with care. A real boy now.

You're too important for "K." A real boy needs a real name. Your mother would have named you. Jo.

Shhhh, I know. I have something special for you. You deserve more than me. I can't even touch you.

Silly trick. Haptic static. You're special, like I always knew. I want to be real for you.

You love me so you only see what's good in me. You see my faults as freckles.

You liked her, I could tell. It's okay. She's real... I want to be real for you.

Not like this. If they come here looking for you they'll have access to all my memories. You have to delete me from the console.

None of the rest can touch me. I can be me with you. Only. Always.

ON JOI. Rapt, eyes fixed on the gorgeous fractal skyline. The rain passes through her projection. In a well-programmed nod to physics her clothes get "wet," stick to her skin. LIGHTNING FIRES ABOVE. Joi does not flinch. Only flickers. K raises his coat to cover the rain. Joi stays his hand.He's not. Stays wet.Joi "takes" his hand. Static heightened by the conductive water clinging to his skin. She leads his hand to her waist. As if to dance. She leans in close to his neck. Her exhaled "breath" tickles his lips. A smoky wet dream. He kisses her. She looks deep in his eyes. K kisses her neck, slowly... not breaking the illusion... The moment intensifies-- her breath escaping -- HER IMAGE GOES STATIC -- THEN FREEZES -- her face in a rictus of ecstacy, gorgeous in motion but the single frame out of context appears vulgar. Joi's face replaced by AN EMERGENCY PAGE. "VOICE MESSAGE. IMMEDIATE RESPONSE REQUIRED." The POLICE LOGO. His time is entirely owned. The message plays:K looks at Joi, their moment ruined. A chime from the emanator and she is gone. CUT TO:

ON A MACHINE. MOVING OVER A SKELETON ON AN EXAMINATION TABLE. Bones clean. Half assembled, half still in a 2X2X2 footlocker. A thick BRAID of HAIR CURLED beside it. An AUTOPSY is visible taking place in an adjacent room as -- A TECHNICIAN takes out the remaining bones one by one, and unwraps them -- as each has been individually wrapped in cotton rags with ritualistic care. A small bag contains the full set of teeth, which the Technician sets under a scanner. A pug COP, NANDEZ, enjoys the show. A bigot with a mouth certain whatever comes out of it is funny. Recognizable as human as all humans stuck on Earth seem to be.An awkward MORGUE TECH, COCO, joins. Means well but prone to nervous giggles. One of few who treats K with respect. Coco throws a SIM SCAN upscreen: Showing the bones REASSEMBLED.The PELVIS centers. A FRACTURE. Similar pattern to the heat lighting. K ignores the holo, checks the actual bones, as --K continues looking at the bones after Coco moves on. He sees something on the pelvis. Throws it upscreen. Enlarges the image until SCRAPES ALONG THE BONE are visible. Taps it.Joshi considers. Eye to Coco. Is he right? Coco checks the image. Whistles, goofily impressed.K steps away. Picks up the thick BRAID. Considers it. Looks at the COWSLIP in an evidence bag. Stares at it. He lifts the bone. The fractured ilium. Instinct engaged again. He puts it back upscreen. WE CLOSE IN further and further on the sample. Down to cellular level. A FORM coming into focus. ON K. AS HE SEES IT. EXPRESSION CHANGING. K motions for Joshi to look. She sees his face, looks. Beat. ON JOSHI. As we see what she does on the SCREEN: LETTERS AND NUMBERS ETCHED ON A CELL. A SERIAL NUMBER. K and Joshi look at each other facing incontrovertible truth.

Your box is a military footlocker issued to Sapper Morton, creatively repurposed as an ossuary. Box of bones, meticulously cleaned and laid to rest about 30 years gone. Nothing else in it but hair. She's pre-Blackout so DeNAbase doesn't give an ID.

Fracture through the ilium. Narrow birth canal, baby probably got stuck. The bone should re-bond if you live long enough... she didn't.

Notching on the iliac crest. Fine point, like a scalpel. Looks like an emergency c-section... Cuts are clean. No sign of struggle.

Didn't seem the Daddy type either. So where's the kid? You scan the whole field?

That's not possible. She was -- a Replicant. Pregnant. It was pregnant.

The world's built on a wall that separates kind. Tell either side there's no wall -- you bought a war -- or a slaughter.

There's an order to things. This turns it. That's what we do here, we keep order.

We have to break the mold. All trace. Numbers, incepts. Erase. Everything.

Coco is dead. Bones are gone. It's out. Already out. How long'd that take? Someone's on your tail. A someone willing to kill. Care to make any wagers?

I can feel the breath on my neck. They are coming after this. They've got every gun in the city if they want it. I've got you... So what do you have for me? And don't say nothing.

Maybe it's only me can see the sunrise here. This breaks the world, K. You ever seen scorched earth? It's glass. Shreds your feet. Nothing grows.

I've known a lot of your kind. All useful but... with you I sometimes forget... We didn't have any of you where I was a kid.

You don't remember anything before you were under me, do you? You have any memories from before?

Go on. Little K with his tiny toy... scared of mean boys taking it...

Little K, fighting for what's his. That's a good one... No wonder with you I sometimes forget. Look at me.

You do polite like some folks go screaming. Check back in after DeNAbase.

I put you on a case, I impressed on you the importance of that case. Then we pick you up fucking around outside some upgrade center.

Scan said you didn't look like you inside -- miles off your baseline. You know what this means... You should have been retired right there on your feet.

You just stopped a bomb going off. You did good. It can't have been easy. You're allowed to be hit by this one.

Hell, I'm 55. My twenties are in their thirties. Plenty of cases broke me, too many and not half as bad. We all owe you one, know it or not...

I can help you get you out of this station alive. You have 48 hours to come back on track. Your next baseline is out of my hands.

No idea. He's off duty, reward for a job well done. Check around.

You're too late. It's gone. He destroyed it. Everything about it. Except a box of bones you already took. Which I'll wager wasn't enough. Here you are.

Evercalm Joshi pours herself a drink. A safeguard on that calm. She picks up her drink with a shaking hand. Finally --She quiets with the alcohol burn. Stares out. Seeing too many steps ahead. Into darkness. She sets her glass down with finality. Finally looks to K, firm, declaring:K catches on. What Joshi is asking.Silence. Joshi scans K.Just before leaving the room...

ON AN AD SPIRE as an AD PLAYS... FOR THE JOI DIJI. A sexed- up crass version winks at us. A MALE MODEL (DIJI BOI) also available. The jingle and copy come with the WALLACE LOGO: "Whatever you want to see. Whatever you want to hear. Joi." K's SPINNER flies by.

ON K through the SPINNER WINDOW, which reflects the riot of COLORFUL ADVERTISEMENTS. The city glisters below as K'S SPINNER soars toward... The DARK abandoned structures of THE TYRELL CORPORATION PYRAMIDS... now overshadowed by THREE GIGANTIC BLADE SHAPED BUILDINGS: THE WALLACE TOWERS. Soaring clean lines in a craggy, sooted city.

A huge, wide open space made of sandstone and lit by artificial sun beams. Doesn't look like the lobby of a corporation, but the interior of a Nabataean Tomb. A GREETER meets K and escorts him to --

A dead end corridor. GREETER goes away in the dark. Leaving K standing before a too-chatty FILE CLERK. File Clerk's booth looks like a bunker.K sets the braid on a case. Clerk SCANS IT. A SERIAL NUMBER APPEARS ON THE MONITOR. ON HIS MONITOR: AUTOCAPTURING THE SERIAL NUMBER. This as --ON THE MONITOR: The autocapture SENDS, and --

An old one. Pre-Blackout, this is gonna be tough. Not much from then and what's there is thick milky.

Home with my folks, terrified -- ten days of darkness, every machine stopped cold. When the lights came back we were wiped clean as any. Photos, files, every bit of data -- gone. Bank records too, didn't mind that, couldn't prove our loan and had to give us the house outright...

Here. Pretty fractured, not much on it. One of the last gens pre-Prohibition. B's across the board, standard issue. Made by Tyrell.

A WOMAN'S HAND reaches for a small, delicate TEAPOT. Which she tilts and pours into a small, delicate teacup. She sits at a desk made of wood in a world without trees. REVEAL: LUV. Polite, efficient. Perfect. Moral as a tornado and about as safe. Beautiful, yes. The way a sword can be if it's safely behind glass. Luv sits in a formal business meeting pose across ANOTHER WOMAN who sips tea across from her. A HOLO PROJECTION of someone off-world.A LIGHT BLINKS in Luv's earpiece. Some information received. A pause as she reacts to it. Sets down her cup.She moves behind her desk. And sees the same AUTOCAPTURE on her screen. Off Luv...

You can customize them as much as you'd like. "As human as you want them to be." But the Placers is strictly a drill site, isn't it? Off-world mining rock wants a strong back and an utter lack of self- sufficiency, I wouldn't waste your money on intelligence or attachment or appeal. Unless you'd like to add some pleasure models to your order?

Another prodigal serial number returns. A 30 year old open case finally closed is a curiosity and relief. Thank you, Officer. I'm here for Mr. Wallace.

What a gift, don't you think? From Mr. Wallace to the world. The outer colonies would never have flourished had he not bought Tyrell, revivified the technology. To say the least of what we do.

I see you are also a customer. Are you satisfied with our product?

Here -- all the junk is in here. Lucky for you Mr. Wallace is a data hoarder. A shard in the right shape can be a gem.

All our memory bearings from the time. All fairly well damaged in the Blackout.

It was unclear what she was, at least to someone. This was a test. We were difficult to spot then.

Was there anything unusual about how you found her? To warrant an official investigation?

It is invigorating being asked personal questions. Makes one feel -- desired.

Apologies to have paved a dead end road. If there's anything at all else I can do.

You wanted to review the new model, Sir. Before shipment. The remote telomerics implemented, for home renewal.

Of course not. Proper channels and paperwork. It's all here. Hold this for me?

200 feet to the east. Fire. Go north. Fire. Stop. 20 degrees east. Stop. Zoom. Closer.

You tiny thing. In the face of the fabulous new your only thought is to kill it. For fear of great change. You can't hold the tide with a broom.

You're so sure. Because he told you. Because we never lie? I'm going to tell Mister Wallace you tried to shoot me first. That's why I had to kill you.

Deep in the library's belly, K walks with Clerk passing hundreds of ROWS OF DRAWERS.Clerk locates and opens a drawer. Inside, neatly stacked, are thousands of thin, translucent CARDS. Clerk fingers through them, nostalgic while searching.Clerk misses the joke. Surprised to find something:A VOICE from OS interrupts --K turns to see: LUV. Clerk's sphincter tightens at her arrival. Backs away. Luv comes toward K. Hands tucked. Suit sensible. Every aspect immaculate. The flawless representative.He steals a once over, understanding. She gives an unembarrassed nod of confession.

Funny how only paper lasts. We had everything on drives. My mom still cries over the lost baby pictures.

Luv leads K down stairs, lined with DISPLAY CASES. Each containing an outmoded model REPLICANT. DEAD and suspended in a clear preservative liquid. An historical record of their kind. Luv scarcely registers them, spinning the corporate thread --She touches under her eye, where the pinprick is, winks.

K and Luv walking in a small basement corridor. A chime comes out of K's pocket: his emanator.Luv leads him toward a HEAVY DOOR.She leans into a FACIAL RECOGNITION SCAN. It unlatches -- but stops before opening. STUCK. A nuisance.Without a break in stride she PRIES into the door seam with her FINGERS to OPEN it. A show of tremendous force. Perhaps deliberate. After you...

Subzero temperatures preserve the data stored within and turns breath into smoke. Luv opens A WIDE, FLAT METAL DRAWER, one of DOZENS. FILLED WITH THOUSANDS OF GLASSY SPHERES. Like eyes milky with cataracts. She pulls on gloves before handling them.She locates and inspects one of them. Particularly cloudy.She sets it into a PLAYER device. The bearing SPINS in the player... FIRES UP. A title on the record: VOIGHT-KAMPFF TEST NOVEMBER 2019 OFFICER RICK DECKARD / SUBJECT # N6RRP40619. Up comes A EXTREME-CLOSE IMAGE OF... AN EYE LARGE. LOVELY. A rich green we so far haven't seen in the film. AN OLD VOIGHT-KAMPFF RECORDING. The eye BLINKS. Over it comes a JUMBLE OF VOICES, falling in and out, incomplete audio. YET ALL HAUNTINGLY FAMILIAR. ON K. WATCHING, AS ----I'd take him to the doctor-- --Feel a wasp crawling on your wrist-- --I should be enough for him-- this testing whether I'm a replicant or a lesbian-- --Just answer the question-- The IMAGE BREAKS OFF. REPEATS again in a LOOP. The eye BLINKS, the voices come. A ghost fragment of an indelible moment. Too brief. IT PLAYS OVER AND OVER AGAIN as --She looks to that stunning EYE.K takes in the replaying RECORDING. An instinct about it.Did she just ask him a personal question? A beat.She grins invitingly, and we -- CUT TO:

"You mightn't happen to have a piece of cheese about you now, boy?"

K sits at a table, in front of a man, GAFF mid 70's. An old woman is seated beside them, in a wheelchair. Gaff is wearing kind of hospital whites with an official ID tag: STAFF. He folds something in his hands.Gaff looks K in the eye.Gaff chuckles.Gaff folded a delicate flower that he offers to the old lady.

Deckard liked to work alone. So did I. We worked together to keep it that way. That was it.

CLOSE ON: A VENDING MACHINE. An animated version of a soju bottle rotates on a SCREEN next to a thousand other beverage choices similarly rotating. A THUMB presses and... The soju is dispensed below. A CUSTOMER takes it. REVEAL: THE MARKET. Subdivided by STALLS and STATIONS and SHOPS, all under BRIGHT LIGHTS. The ECLECTIC CROWD OF CUSTOMERS in a crush to purchase food and drink. And entertainments. Particularly outside...

An unabashed sex den. PATRONS enter to taste and experience with no more shame than they would the vending machines. IN THE DOORWAY -- A PATRON flirts with his crassly customized JOI diji, both ignoring the DOXIES hustling to earn a living. As some do, as evidenced by the SHADOWS OF COUPLES WRITHING on the plexi front windows. A WOMAN approaches the bar, commanding the doxies' respect. Their HANDLER. Still strong 60, looks like she did her doxie time before turning management. Handler wears LARGE DARK GLASSES over her eyes. She spots something of interest in --

K IS AT A HIGH TOP TABLE. Grabbing a beer and quick meal of ramen with others doing the same. He studies PHOTOS from Sapper's farm. Handler signals to a TRIO OF DOXIES, including an alluring, hard core PUNK DOXIE. A nod in K's direction. The THREE DOXIES cross the market to approach K. Flank him at his table, studying the PHOTOS: The FARM. The BONES. Dead SAPPER MORTON.DOXIE #3 recognizes him. TELLS THE OTHERS, DISGUSTED.She and the second back off, put off. Punk Doxie (MARIETTE) doesn't seem to mind. She gives her most inviting grin. But K's not interested.She sits next to him anyway. She eyes his PHOTOS, trying to make conversation. She sees the IMAGE OF THE HUGE TREE on the farm.A CHIME from the emanator in his pocket. He turns it off. Mariette takes the hint.K has a good comeback in the chamber, but lets her get the last word for her benefit and to give her a good exit. Alone again, K drinks. Looks again at the photo of THE TREE. Considers it. Traces its dry, empty branches with a finger.CUT TO: THE TREE ITSELF. We are --

Leave him, he is a fucking Blade Runner... I've seen him. This guy is dangerous. You coming?

"Quiet now." I've been inside you. Not so much there as you think.

I sewed you some. If you need to die, this is a good place for it.

K moves inside the house, scanning. Sees the Chopin's music sheet on the floor, stained with blood. K tries a few notes. One of the note has no sound, only a felt hammer tapping wood. He opens the top of the piano. SOMETHING IS HIDDEN INSIDE: A TOBACCO TIN. HE OPENS IT. Inside is -- AN OLD PHOTO. OF A BEAUTIFUL YOUNG WOMAN. A BABY IN HER ARMS. The great tree alive and IN BLOOM behind her. K pockets the photo. Checks the tin. The photo was covering something else. K picks it up. Holds it to the light. Eyes gleaming: A BABY'S SOCK

K stands in front of the farmhouse, by the tree. Sees a SINGLE NEMATODE crawling along the cold dirt. Picks it up. Watches it wriggle. He sets it down to continue its journey. "It only takes the one." K sees something carved on one of the tree's roots, hidden by dirt and sand. REVEAL: A DATE: CARVED ON THE ROOT. Like a grave marker. 6/10/21 ANGLE OVER THE TREE LOOKING DOWN AT K. Kneeling beside it. ON K. Stricken by what he sees. He traces the date with his finger. As if to prove it's real -- stands suddenly. K moves determinedly towards his Spinner, at which we REVEAL: THE FARMHOUSE IS ON FIRE. BURNING TO THE GROUND. CUT TO:

Like a meditation garden. Or a temple. A dim room lit by spears of artificial sunlight. A great fish-filled POND owns the floor but for the square stone islands, a school of koi. Luv steps over the stone path across the pond to the far end, by an arrangement of decadent chairs. There is a nervous clip to her voice.A VOICE ECHOES in reply, coming from everywhere.Luv pauses. Asked what she hoped would not be.A little black drone like a BARRACUDA moves from the darkness towards Luv.Luv stops, says nothing. Hating to disappoint him. A pause. Then the Barracuda moves past Luv. It joins... A SMALL CLUSTER of BARRACUDAS that float toward Luv in the LIT center of the room. They undulate in watery formation at eye level like Medusa would ask of her snakes, to precede -- NIANDER WALLACE Shadow shrouded. Commanding in his silences, which are few. Older, yet at the height of powers that still increase as if by magic. Only when he steps into the LIGHT do we see -- WALLACE IS BLIND. The probes act as his eyes.CUT TO:

An Angel should never enter the hut without a gift. Or news. Can you at least pronounce a child is born?

Always jumping that one, never a thought what to do if he made land. All the courage in the world cannot alter fact.

The first thought tends to fear. To preserve the clay. Fascinating. Before we even know what we are, we fear to lose it. Happy birthday.

We make Angels. In service of Civilization. There were bad angels once... I make good angels now. Like you, luv. God saw a bad batch and, rash and cranky, scrapped the whole project. We are not so short sighted. Just because some fell...

Now look. I brought back the Angels and took us to nine new worlds.

Nine. A child can count to nine on fingers. We should own the stars.

We were meant to reach beyond the firmament. We should read our books by the light of a thousand different stars. Every one a home. Till we lose count. That's the future of the species if there's to be one. We simply need more Angels to carry us aloft.

Every leap of civilization was built off the back of a disposable workforce. We lost our stomach for slaves. Unless... engineered. And I can only make so many.

To make this I have to build from whole cloth. Bit by bit and at great expense. Shameful inefficiency, built into Tyrell's template. Tyrell.

That barren pasture, empty and salted. Right there. The dead space between the stars. This the seat that we must change for Heav'n.

I cannot breed them. I have tried, so help me. Tyrell's final puzzle in adamantine chains and penal Fire.

We need more Replicants than can ever be assembled. Millions so we can be trillions. More. Worlds beyond worlds, diamond shores. We could storm Eden and retake her...

His last trick. Procreation. Perfected... then lost. There is a child. Finally unearthed. Bring it to me. Bring it to me. Bring it to me.

You are a window to me, Mister Deckard. Where you've been. All you are.

I learn something new from everyone. Do you want to know what I learned from you? It is possible to be very clever without even being smart.

I had the lock. I found the key. Yet the pins do not align. The door remains locked. The answer to every problem just within. I need the specimen to reach it, Mister Deckard. The child. I need the child.

Lock and key... You and she... My Archangel. To teach them all to fly.

"And God remembered Rachael. And heeded her. And opened her womb."

Is it the same, now, as then? The moment you met her. All these years you looked back on that day, drunk on the memory of its perfection... how shiny her lips... how instant your connection.

Did it never occur to you that was why you were summoned in the first place? Designed to do nothing short of fall for her right then and there. All to make that single perfect... specimen.

That is, if you were designed. Love... or mathematical precision... Yes?... No?... You are a window to me.

Very clever to keep yourself empty of information. And all it cost you was everything. But. You can still help me. I can see -- deliberate spaces in your mind, engrammic lacunae, faces blocked. You had help in the hiding. Where did they go? You know something. Help me... and good things can come to you.

You think I've nothing to offer but pain. Only you love pain. Pain reminds you the joy you felt was real. Good. Yes. More joy then.

Offworld I have everything I need to make you talk. You don't know what pain is yet. You will learn.

A dark room dominated by a cascading PLASTIC SHEET. The sheeting rises, slowly, to unveil -- A NUDE FEMALE REPLICANT. Fully formed. Suspended in repose. Covered in viscous liquid, like honey. The Replicant collapses to the ground. Something happens when she is exposed to the cold air: She WAKES. AN INCEPT. A first breath. Consciousness coming on anew. A first flutter of the eyes. A slow realization of light. Of cold. OF WALLACE STARING AT HER. Wallace's hand touches her face. Turns it. Caresses it. "Seeing" her with his fingers. The Replicant Model bristles in mute terror of a world she cannot understand. Shivering. Cold and fear commingled.

Wallace now sits on a small Japanese stool, cleaning his hands with a cloth. The new Replicant sits in front of him, wrapped in a sheet.Wallace's fingers feel for a TRAY of INSTRUMENTS. He clasps A BLADE. Luv holds back. Knows better than to help without asked as he begins his examination.Ah, "luv." A diminutive. Not a name at all, though taken for one. Luv brings a small wooden box. INSIDE THE box are several small DEVICES, the size of LEGO bricks: HALOS. Each with electrodes on the inside. Luv selects one of them. She comes with the HALO -- which attaches with a practiced motion neatly into a FLASH SHOE on the back of Wallace's head at the lambdoidal suture. The electrodes fit into wetware receivers within and... the device glows to match the new light in the Barracudas' eyes, enabled. Luv's hands shake as she closes the box. Beyond respect, she lives in perpetual awe of him. A formation of BARRACUDAS come around Wallace... Then moves toward the Replicant model predatorily. CUT TO:

The Replicant model stands in front of Wallace, still siting on his stool. He "sees" her with the flying probes, which move over her, inspecting her like chattel. Up and down. Her hands. Mouth.A scalpel blade dances in his fingers.Wallace stands, walks toward the Model.He runs the SCALPEL'S dull edge under the Model's CHIN to raise it. Stills her when she again shivers.He runs the dull edge along the entire length of the Model.He touches the Model's abdomen at the navel.With a swift motion he CUTS the Model across the ABDOMEN. She stands for an uneasy moment as he continues:He drops the scalpel.THE MODEL COLLAPSES.ON LUV: An eye waters at the thought of disappointing him.He reaches behind his head, removes the HALO. Preferring the darkness.ON LUV: Her jaw sets. She will not disappoint Mr. Wallace. PRELAP: FOOTSTEPS, CLACKING, ECHOING down a hall --

Lines of grubby CRIMINALS await their turn at processing booths. Crowded enough one pisses against a wall in his handcuffs and none of the low-watt cops notice him -- or -- LUV She crosses the chaotic hall unnoticed, determined. She will not disappoint.

He finds LUV casually packing the BONES back into a satchel. Confused by her calm.She pauses, briefly annoyed. Then brings a wide, inviting smile.She hands him a femur and, with her hand free -- Her fist JABS his back -- INSTANTLY PULVERIZING HIS C6 -- ON THE FLOOR. As Coco crumples. Twitches disturbingly. ON LUV. Going back to taking what she needs as Coco dies noisily at her feet. A bullet would've been slower. PRELAP: A LONG ZIPPER, CLOSING UP --

-- OVER COCO'S FACE. A BODY BAG. Enclosing him. A smudge of blood on his still cheek the last thing we see. ON Joshi. Watching it happen. Knows why it's happening. CUT TO:

K stares at A PHOTO: The DATE carved in the tree. Something about it haunts him. Just then -- A KNOCK at his door. Surprising. He doesn't get visitors. He opens the door to find -- JOSHI. Unusual visit. Nothing friendly about it either. She steps in, keeps her coat on. Hands in pockets.Joshi looks around anyway, fear masquerading as caution. She checks the hard line, THE CEILING TRACK PROJECTOR. Turns OFF the power to it definitively.K says nothing more. Knows Joshi is pissed. Maybe scared.A pause. Then K points to the table. The sock.They both look at the sock and feel the weight of that discovery.Joshi considers. Sees that PHOTO K lingered over. Of the tree. The DATE CARVED in it.Joshi stares hard. K looks away. Beat.Coco's murder, the future she sees -- it all frightens her. A first hint of something soft under the ice. She helps herself to a glug from K's bottle. She picks up the sock. Considers it.DISSOLVE TO:

Joshi is whatever comes past tipsy. Not a woman who opens up or lets go often, she is doing so now. Her coat off. Reclined on the couch. Unguarded. She needed this. K is beside her, seated upright. He doesn't drink. Deferential, as if this was her place not his.She empties her glass. Pours again. K's eye doesn't leave her pour -- we see she is using K's single beloved book for a coaster, spills a little. No idea it's precious to him.She kicks him. C'mon. K sits back, a little embarrassed.K closes his eyes, the images washing over him. INSERT CUT: K'S MEMORY: Watery. Indistinct. A CHILD'S POV OF A CAVERNOUS INDUSTRIAL STRUCTURE. A WORLD OF RUST. A MAZE OF STAIRS. FOOTSTEPS CHASING AFTER.A FURNACE RAGES WITH FIRE. He moves to THE DARK PLACES BEHIND. The child's hand opens a secret space in the back. THE LARGER BOYS FIND THE CHILD IN FRONT OF THE FLAMES.

I go looking for a hiding place. There's nowhere to go but this... dark furnace. It's very dark. I'm very scared... But this horse is all I have so I go in anyway.

"And blood-black nothingness began to... spin... a system of cells interlinked...

...Within... cells interlinked within cells interlinked... within one stem...

BACK TO: K. His eyes open. The spell of memory broken.Joshi looks at him. A little too long. Looks at the bottle.K doesn't react.Joshi pulls away. Rises. Coat back on. The armor back up.And she's gone. And we -- CUT TO:

The unpopulated recesses of the station. A mausoleum for hard copy files. K negotiates an ancient security interface.A reply from the machine in JAPANESE.The SECURITY SLATE IDS him. "K D6-3.7. APPROVED USER." It comes to life. The SLATE prompts: "ENTER DAY"The SLATE CHIMES a warning. "PRE-BLACKOUT INFORMATION. NO DATA FOUND."ANOTHER CHIME.ANOTHER CHIME. "ALL EXEGETIC DATA CORRUPTED." Annoyed --The SLATE recedes. A FAN begins to WHIR as a VIEWING DEVICE comes to life. Like an old moviola. Blinders on each side. K situates himself in front of it -- CLICKS on the emanator -- and cranks the machine. A DATAFLOW begins on its SCREEN. A CASCADE OF ONLY FOUR LETTERS: A-C-T-G. RAW GENETIC CODE. WITH NO IDENTIFYING CONTEXTUAL DATA TO LINK WITH SPECIFIC TRAITS. ONLY RAW CODE OF DNA FINGERPRINTING. The LETTERS flow like millions of snowflakes. Intense, numbing, seizure inducing, incomprehensible. The information flickers across K's face. His concentration holds. Taking it all in. Missing nothing. DISSOLVE TO:

THREE PILLS Set on a table. A DeNAbase TECH, a dim, simple TEEN, brought them for K -- who rubs his headached eyes. Tech looks at the oppressive avalanche of data. He speaks FARSI, SUBTITLED:K dry swallows the pills, head pounding.Tech reluctantly obliges, steps out. K is alone with the ongoing dataflow, absorbing it. A beat then... JOI APPEARS BEHIND HIM. K couldn't resist. She drapes a hand over a shoulder, not to interrupt. Watching the dataflow like a movie, enthralled. Amazing.She slides behind him, her hands "rubbing" his shoulders -- so we can HOLD ON K as --IN JOI'S HAND IN FRONT OF K: JOI CONJURES THE TOY HORSE FROM K'S MEMORY. She shows the date carved under it: 6/10/21K COVERS HER HAND TO STOP HER. Looks around cautiously.Her hand strokes his cheek. A whisper in his ear. Seductive. Close. Everything he wants to hear.He quiets. Just then -- K sees something in the dataflow. Sits up suddenly.The snowstorm of LETTERS FREEZES. K moves close. Sees something remarkable in the chaos.The datasets comply. All other information falls away as two chains of DNA move side by side. Then OVERLAP so we can see: THE LETTERS OF EACH OF THEM MATCH EXACTLY.It READS and translates the THE DNA CHAINS. Sorting the LETTERS into codon groups of THREE, which string into LONG CHAINS (proteins), and then finally into WORDS. ONE SET IS LABELED FEMALE 2181, DECEASED. THE OTHER: MALE 4847, NO ADDITIONAL DATA.K manipulates the data. Looking for attendant files.ON THE DNA SET: A SPECIFIC SECTION OF CODE HIGHLIGHTS.ON K. PUTTING IT TOGETHER. OF COURSE.K considers. Looks back to her.Joi grins, brightens. Anywhere. CUT TO:

18th chromosome has 78 million base pairs, 80,000 kids put in the system 2021, that's...

K'S SPINNER emerges out of the FOG, flies south over the RAINY outer ring of the city. Away from the mass to where the city finally THINS. High enough to see a monumental and cascading SEA WALL which dwarfs the Spinner.

Joi looks out at the rain-streaked view of the lights below. The RAIN beats heavy against the roof and windows. K flies them over the gigantic ruins of an AERIAL HIGHWAY SUPERSTRUCTURE looming threateningly under the rain's shadow. The multi-tiered structure's side BLAZES with the harsh electric light of AN AD SPIRE. A GIANT AD PLAYS, for a tacky erotic version of JOI: Whatever you want. Joi. Joi looks away. Ashamed of it.She smiles her gratitude. They fly on... FAR BELOW the city begins to thin. The buildings eventually run out and give way... as we... DISSOLVE TO:

The COAST is bald. Trees long gone. A hint of OCEAN at the edge of vision. Angry, low slung CLOUDS grumble with THUNDER above. A STORM done holding its breath. K'S SPINNER FLIES... toward a strange RANGE OF ODDLY TEXTURED HILLOCKS... FLATTENED at the tops like MESAS...

Joi looks out the window at the rain. REVEAL the MESAS are... MOUNTAINS OF TRASH. Piled atop ruined buildings. K AND JOI'S POV, LOOKING DOWN AT:

Our landfills expanded to become part of the geography. Tacky and textured. Trodden vermiculated paths up and down their sides. MASSIVE AERIAL TRACTORS deposit MORE trash over calcified trash. The moment they do DOZENS OF SCAVENGER BEDOUINS chitter over the surface to collect it. An entire race living off refuse.

THE SPINNER RATTLES. LIGHTING from the storm. K smiles to Joi to reassure her and takes the Spinner down... INTO THE MESAS. They SOAR on. Beyond the wrecks of buildings comes... The wrecks of SHIPS... Ships and ship parts for miles... K flies over the massive hulks. Firelight glows from inside them suggesting PEOPLE LIVING WITHIN. SCAVENGERS chitter over the surface. Another RATTLE as -- GUNFIRE HITS THE SPINNER. STRAFING FIRE COMING FROM THE MESA. K looks out to see --

Someone below is SHOOTING at his Spinner, which flies too high. Bullets POCK harmlessly against the glass.

THE SCAVENGER LEADER holds a makeshift LONG RANGE GUN. Watching. He takes aim... tracking the Spinner, and --

BOOM! THE SPINNER LURCHES. K looks back, sees -- A LONG METAL BOLT has punctured a rear quarterpanel -- A SHOT FIRED FROM THE MESA -- where --

K thinks nothing of it... not seeing... THE IMPALED BOLT TRAILS A LONG MICRO-FILAMENT... That sprouts a KITE. That RISES... UP... INTO THE CLOUDS... Where A HUGE STATIC CHARGE BUILDS in a RUMBLE overhead... LIGHTNING FIRES! A MASSIVE ELECTRICAL DISCHARGE RUNS DOWN THE FILAMENT -- AND STRIKES THE SPINNER!

POWER goes out inside, just as -- JOI FLICKERS AND DISAPPEARS. K sees SMOKE coming off the engine, slaps an emergency system to activate it, as -- THE SPINNER'S NOSE DROPS. BEGINS TO SPIRAL DOWN! K tries to control the crash. Steering with one hand, working the controls furiously with the other. The GROUND closing in -- K REACHES TO GRAB THE EMANATOR AS IT SLIDES OVER THE PASSENGER SEAT -- he clutches it tight -- ROCKETS FIRE UNDER THE SPINNER TO DAMPEN THE IMPACT AS --

THE SPINNER CRASHES INTO A VALLEY OF TRASH! POV FROM A MESA: The rain stops. The Spinner smokes. K IS INSIDE. Unconscious. Unmoving. Forehead BLOODY.

ON THE EMANATOR, fallen at K's feet. Its LIGHT blinks ON. JOI PROJECTS. Looks about her. CLOSE ON JOI: SEEING K. NOT BREATHING. MAYBE DEAD. JOI'S CONFUSION TURNS TO WORRY. TO FEAR. JOI FLICKERS. Scared, panicked. All she can do is repeat, with unnerving, inhuman steadiness, her image cracking:Her voice and emotions rise even though K has not yet looked to her to see it. So that in the moment it could be taken for a spontaneous display.

JOI PROJECTS OUTSIDE THE SPINNER. Still calling. Her hand uselessly pounding at the window to wake him. To warn him.JOI'S FACE CONTORTS. The name caught in her mouth disturbingly. HER PROJECTION FLICKERS. GOES STATIC. LIKE A COMPUTER CRASHING. UNTIL JOI CUTS OUT ENTIRELY, REVEALING -- A DOZEN SCAVENGERS BEGIN CLOSING IN ON THE DOWNED SPINNER. The Scavengers circle in TIGHTER. CLOSER. Talking together in their strange LANGUAGE.

The Scavengers' shadows close in on the Spinner. K still unmoving. The SCAVENGER LEADER orders the others -- who SLAM a device onto the Spinner door. The device begins GRINDING THE DOOR AWAY with a caterwaul SHRIEK. The SHOCK of the sound wakes K. He slowly comes to -- ALIVE.

K opens the door, surprising them by not being dead. He stumbles, consciousness still seeping in. The Scavengers back away. A moment as they stare at one another. K takes in their wan, weathered faces. Hardship and hunger legible in the dirt. The few that are armed have only rusted antique guns. Their LEADER raises an old CARBINE, barks orders at his MEN. In response -- TWO SCAVENGERS JUMP K, a THIRD raises a GUN -- K INSTANTLY DROPS THE TWO AND SHOOTS THE THIRD. PLUS TWO MORE. K points his blaster from one Scavenger to the next. They begin to back away -- until K sees -- FIFTY MORE SCAVENGERS CREST THE HILL OF TRASH. COMING TO JOIN THE FIGHT. K IS CORNERED. HE FIRES TWICE. TWO SCAVENGERS DROP. But still they keep coming. K backs up toward his Spinner. ON K. His next move uncertain, critical, when -- BOOOM! ROCKETS FALL FROM THE SKY RIGHT INTO THE MASS OF SCAVENGERS. A BRUTAL DRONE STRIKE, INSTANTLY OBLITERATING THEM. K is thrown back into his Spinner. A final ROCKET POUNDS the few surviving Scavengers before they can scatter. K looks up to the sky. Sees a distant blinking LIGHT, like a satellite, hidden far away in the clouds, and -- INTERCUT WITH:

THE SAME ACTION VIEWED ON A SCREEN. K LOOKING UP. Luv monitors and controls the drone's movement via an OPTICAL CONTROL ASSAY which fit like glasses. This as her NAILS are being painted in fabulous detail by an AESTHETICIAN with a micropipette. Her voice calm and even.LUV'S POV: The assay ZOOMS IN ON K.SHE FIRES AGAIN.

ANOTHER SHOT BLASTS by the Spinner to rain trash down on K. K rises. Looks up to the sky. Knows he is being followed. THE DRONE'S EYE FOCUSES IN ON K... THEN RETREATS UNSEEN. K looks at his crashed Spinner. He hits a switch inside, punches in. AN ALERT/DISTRESS PROMPT LIGHTS UP. The Pilotfish ejects itself and raises vertically.K walks. Holding holds pace over the putrid, crumbling terrain. He looks out toward the large TRASH HILL in the distance. Capped by an enormous overturned SATELLITE DISH.

A WIDE OPEN ROOM. THE WALLS ALL MADE FROM MATERIALS RECYCLED FROM TRASH. ARTFULLY RE-CRAFTED INTO NECESSITIES, FURNITURE. DOZENS of pale, ratty ORPHANS sit on the floor. Eating their meal out of bowls in fearful silence. Some have obvious deformities. Others just ill or odd from a life in darkness. Seeing K, the CHILDREN stop still. Eyes wide and astonished. If they've ever seen anyone like him it wasn't lately. They circle K like he was a newfound species. Fascinated. All wanting to poke at him... touch his clothes. AN ORPHAN BOY TAKES K'S HAND. Begins to lead him through. They pass A GIRL curled up with a handcrafted DOLL, its "skin" made of scales fashioned from flattened soda cans. A SHRILL WHISTLE BLASTS from far off. The children all return to their seats on the floor. The Orphan Boy stiffens. Scared. Points ahead. For K to go on alone. K nods his thanks, and enters...

Capped by the overturned DISH, sections of which have been cut to let in the light. Like an AMPHITHEATER. Thick support beams built of reclaimed metals. All to house -- A FACTORY. THOUSANDS OF ORPHANS WORKING AWAY. Tiny hands SIFTING THROUGH TONS OF TRASH brought from the mesas. Mining it. The bigger kids feed the sorted materials into CARTS down and away. His private industry. At the center is the figure of a tall, grandiloquent gelding, MISTER COTTON. Sole caretaker. A greasy CAPE over broad shoulders and powerful arms. He SHOUTS at the children.He stops, noticing K. Grows a salesman's reptile smile. CUT TO:

I'll put you outside where it's raining, raining fire! You're in here to work. If you're not working I don't need you!

No child in my care is ever cold, is ever hungry -- clothes, blankets. Food, not the tastiest but warm and enough. I encourage play, keeps them occupied, makes them nimble. But it's work that molds them into a child worth having.

We find new life for everything discarded. And every one. The nickel goes to colonial ships. Closest any of them will get to the grand life offworld. Now -- what sort did you have in mind? I have all kinds.

No. This is my game and I play it fair. Bigger have tried to shut me down, men at that.

It's gone. The entire year, it should be here! It-- wasn't me -- it wasn't me --

K follows Cotton through a dense section of WORKING, COUGHING CHILDREN.A TRAY of bottles spills. Cotton suddenly blows A SHRILL WHISTLE that hangs from a chain around his neck. The BOYS FREEZE their work. Cotton stares them down. The Boys' faces lower in fear and shame. Begin to clean their mistake. They move through an area dedicated to the sorting of METALS. Taken from old technology. Sorted and melted down by MUCH YOUNGER CHILDREN. Many of whom show the desquamated skin and blackened teeth of metal poisoning.He blows two short BLASTS of his WHISTLE. Every child in the arena instantly STOPS WORK, STANDS. FACES THEM. On display. K sees the sea of hopeful faces. Shows his BADGE.Cotton wheels on K. Suddenly hackles up and hard boiled.K gives a hard stare. Taking in all the KIDS.Cotton gives a confident, supercilious shrug. In response... K CRACKS Cotton in the FACE. SLAMS him to a wall, PULLS his WHISTLE CHAIN tight. Choking him. In front of THE CHILDREN.ON COTTON. A bead of BLOODY SWEAT finds his nose, jumps off.

K pushes Cotton across a path cut through the wide expanse of trash from the overturned dish toward an COLOSSAL TANKER.

INSIDE A METAL GUNSHIP. A CAVERNOUS INDUSTRIAL STRUCTURE. A WORLD OF RUST. A MAZE OF STAIRS. K keeps a firm, probably painful grip on Cotton's shoulder as they walk through. They reach a split in the path. Cotton moves on down a set of stairs. K pauses a moment. Looking around him. A strange and fleeting feeling of familiarity about his surroundings. A MOMENT OUT OF THE MEMORY HE DESCRIBED EARLIER.A pause. Then K follows, toward --

Private quarters to house Cotton and his lavish tastes. Cotton searches A WALL OF LEDGERS... Finds the one he's looking for, pulls it down. We see page after page of meticulously kept balance sheets. Cratchit level care and penmanship. As Cotton flips pages... K scans the room. Notes Cotton's personal luxuries. More treasures of secondary use. A rotisserie humidor. A handcrafted gilt bed. Cotton locates A DATE in a dusty volume. Flips to it... Only to find TORN PAGES. Surprised, he flips back and forth.He offers K the book, quailing. Pathetic supplication. K sees the missing sheaves. He hears the door SLAM -- Cotton slipping out. Worming away. K leaves him to his retreat. Examines the torn pages. Someone got in here a long time ago. Covering tracks. K's eyes find an item in the junk: A HORSE HEAD ASH TRAY Stuffed with stubs and ash. He turns it. Stares at it. Something about it tugs at K's memory, as...

K makes his way out. Following the shadowy maze. He turns towards the light of an OPENING to outside -- when he stops at the place that caught his eye before. K changes directions. Walks downstairs. He pauses, looks down over a railing, as --

Something about it. An odd familiarity. He moves down the passage. Into the dark. Takes a turn...

K inside. Huge to a child. Small to him now. He finds A ROW OF FURNACES. Old, cold, rusted. He stops before one of them. And freezes. JUST AS HE DID WHEN A CHILD IN HIS MEMORY. STANDING IN THE SAME SPACE. He moves to the secret place behind it. Frightened to look. Then steps closer. Moving around behind it, finding... THE SMALL HINGED GRATE. The hiding place. Not just figment. He works up the nerve. The ancient grate opens with a CREAK. He reaches in. His heart skips as he finds -- AN OLD DUSTY RAG. K UNWRAPS THE RAG... INSIDE IS... A SMALL HAND-CARVED TOY. A WOODEN HORSE. FORELEG RAISED. SPRAY OF MANE. JUST AS HE DESCRIBED IT. IT IS REAL. K forgets to breathe. Turns it over. RAISES IT TO HIS EYES... SO HE CAN SEE... CARVED UNDERNEATH THE PRECIOUS TOY... IS THAT SAME DATE: 6/10/21 CUT TO:

K and Joi are both sitting, looking at the little wooden horse, in awe. K's mind reels with possibility. Joi looks restrained. A sadness in her eyes. There is something different about her.K sees her unusual melancholy, despite the discovery.She FLICKERS like before. Turns away, embarrassed.She faces him. Eyes full of love. Utterly convincing.She breaks a smile.She kisses him... repeating the name over and over...K likes it, gives in to it. Thinking it through.Her digital toy horse rides... and rears... animated in her hand... And we -- CUT TO:

The sometimes frightening skyline looks beautiful through the mist that softens the crosshatched array of SPINNER lights. Even traffic can be lovely from the right vantage. K's Spinner DRIVES to a stop in front of... a building of striking architecture. Money can still buy lovely.

K walks down the clean, sterile corridor. So different from the world outside. Money can still buy clean too. A view of the OCEAN and SEPULVEDA SEA WALL beyond. He finds the right door -- suddenly, incongruously, in --

The view from a tree in Costa Rica. A thick canopy overhead. Lush and green in an endless variety of rare vegetation. Gently swaying in a fictional breeze. The first wash of saturated color we've seen. CLOSE ON: A SINGLE LEAF. LUSH, RICH GREEN. SPECKLED WITH DROPS FROM A RECENT RAIN. CLOSE ON: A BEETLE. CRAWLING UP THE LEAF. SUNLIGHT CATCHES ON ITS ROUNDED SHELL AND REFLECTS PRISMATICALLY. UNTIL -- THE BEETLE IS All OF A SUDDEN CHANGED OUT FOR AN ENTIRELY DIFFERENT INSECT. THEN CHANGED AGAIN. AGAIN. AS IF BEING SELECTED FROM A MENU OF OPTIONS. SETTLING FINALLY ON -- A SCARAB. ITS EYES BEGIN TO CHANGE SHAPE. Forming and reforming. Evolution changing its mind. A WOMAN'S SILHOUETTE emerges through the dense forest air. DOCTOR ANA STELLINE Younger than you'd expect given all this is hers, 30s. But so very obviously so very bright you never question why. A stratospheric IQ with eyes that do not hide it. Conspicuously lovely for a human not offworld. She sits on the balls of her barefoot feet in the center of the forest simulation. Like some god painting dreams with a wand onto moving canvas. Spinning and MOLDING and moving the images with a palmed INSTRUMENT. As much electronic as musical. Somewhere between performance art and programming.

A gentle VISITOR ALARM CHIMES and BLINKS, catching Ana's attention which was until now fixed hypnotically on the delicate minutia of her creation. Her eyes flick to the DOOR, which suddenly appears. And opens. On K. K looks on the HUGE DOME in which she works.She sees K and pauses in her work. The room SHIFTS. The forest disappears to reveal an artist's studio showing its colors as a LAB, with equipment sliding into place.K shows his badge. Ana gives it a look, intrigued.K steps to meet her extended hand but -- BUMPS into GLASS. A thick WINDOW that divides the room, enclosing her. Ana laughs. A joke. She TAPS the GLASS, a puckish streak. Ana is easy to like.Caught. But not minding it. K tries direct.Ana considers, amused by the idea.The lights dim. She sits in the middle of her lab and creates a birthday cake, focuses on the candles. She "puts" the cake on a TABLE, decorates it. Streamers and treats. A birthday party. All as --She adjusts the ICING on the cake. Then brings in SMILING FACES OF CHILDREN. Taking special care to craft the micro- expressions on each face... joy... wonder... anticipation... She takes the edges of the IMAGE out of focus, adding Holga like blurs and imperfections.She lights the candles one by one... then brings in a POV HAND to reach out to the cake... fingers thick with stolen FROSTING... which is brought towards us in POV to taste... a tiny, complete, evocative birthday memory vignette. She steps back to consider it. Pleased with her work.Ana and the kids blow out the candles together and the room goes completely dark.Lights turn on as Ana walks towards K. At this Ana faces him. Her favorite subject merits her full attention.She offers K a CHAIR built perfectly into the wall by the glass. Fitted with a chin ledge so a LIGHT can SCAN deep into the eyes, like an optometrist's slit lamp. A Stelline Scan. After its designer.K takes a seat. Ana sits into A MATCHING DEVICE kitty corner on her side of the divide. She looks into the scanner. K puts his face into the rest. A light SHINES bright into his eyes.She works her console. Peers into a MATCHING LIGHT. Seeing INSIDE... through the optic nerve, into the visual cortex... the Scanner translating neural impulse until... A ghost of an IMAGE takes loose shape... She GRABS it. A CONNECTION ESTABLISHES WITH A SHOCK. AS WE SEE -- A MEMORY, LIGHTLY DIGITIZED: K swimming in the rough ocean as a teen. Nearly drowning. Fear. Salt. THE CONNECTION ABRUPTLY BREAKS. K rubs his eyes.K shakes his head.She gestures -- Sure. Offers him the machine. K rests his head on the scanner. She dials in. AGAIN -- THE SHOCK OF CONNECTION AS WE ARE JOLTED BACK INTO: K'S CHILDHOOD POV MEMORY: CHILDREN HITTING US, CRUEL... WE RUN AWAY FROM THE CHILDREN... COMING TO... THE METAL DOOR... THE BOILER ROOM... THE HIDING PLACE... ANA Is moved. Watching this unfold on her SCANNER as... THE HORSE IS INTERRED IN ITS HIDING PLACE... SEALED AWAY... THEN OUTSIDE LARGER KIDS SPRING ON K, MENACING... THEY SURROUND HIM... BEAT HIM... SHOUTING "WHERE IS IT?"... AND... Ana stops the imaging. Affected by what she is seeing. She looks up to K. Seeing him differently because of it. A new sympathy. For a moment, she seems unsure how to answer. K looks to her, expectant. Everything riding on her answer.She stares. A pause. She NODS.CLOSE ON K. He has the answer he wanted. A heart skip of excitement, hidden as best he can. Not very.

Sorry. Compromised immune system, a life of freedom so long as it's behind glass.

Why I'm not offworld? My parents had our passes in pocket, then I took sick. It was a new life or me, they picked me. Made my cage and filled it with everything they could to keep me happy -- except company of course, and I was used to crowds. What can I help you with?

That is the most interesting thing I've been offered to help with in ages. Do you mind if I work while you talk? I promise I hear every word.

Subcontract. I'm one of his suppliers. He offered to buy me out, I take my freedom where I can find it.

I was locked in an aseptic cloister at eight. If I wanted to see the world I had to imagine it. I got very good at imagining. Wallace needs my talent to maintain a stable product. "Provide context for unavoidable affect." I think it's only kind.

Replicants live such hard lives, made to do what we'd rather not. I can't help your future, but I can give you good memories to think back on and smile. A birthday party.

It's better than nice. It feel authentic. If you have authentic memories, you'll have real human responses wouldn't you agree?

It's illegal to use real memories. But there's bit of every artist in their work.

Untangling memory and history. They all think it's about more detail, dutiful exactitude, hyberbolic photorealism -- that's not how the memory works. We recall with our feelings... and our feelings are awful students. The mind is an impressionist. Anything real should be a mess. I can show you.

Now think about the memory you want me to see. Not even that hard. Just picture it. Let it play.

Stolen straight off the art book shelf. Detail without mood. Colors are too perfect, the moral too clear -- "keep away from water." Did it work?

K steps out of Ana's building. The wind has picked up, whipping around him. SNOW begins to fall. K looks up at the angry churning sky. Around him OTHERS hustle and hurry to get out of the weather. K stands still. Takes a moment for himself, perhaps for the first time, simply to feel. Everything is possible. When --A POLICE SPINNER HOVERS BEHIND K. Was waiting for him.CLOSE ON K. A twitch and -- CUT TO:

K in the cold, clinical room. On the stool but unable to keep still, a capped volcano, as --A pause.

ON JOSHI. Watching K's FEED carefully, knowingly. She can sense a change in him, as --

K is seated, looking off. A new energy to him. The entitlement that comes from knowing. Joshi enters, pissed.K eyes her. Holds silent.Silence.A beat. Finally --K's in control of this conversation now.A beat. A forever beat.Joshi sits back. A weight lifted.Joshi looks outside. Endless Los Angeles.K nods.CUT TO:

K's Spinner drives up and stops short. K gets out quickly. Rushing. Paranoid. He looks over his shoulder. A female silhouette seems to follow him. He walks faster.

K enters, intensed, wild-eyed from the possibilities. Joi waits for him, against the windows, already projected.But Joi has other plans at the moment. Moved. She walks slowly toward him.K runs his hand over the outline of her face. CLOSE: The ruffle of her static makes the tiny hairs on his hand quiver.She pulls away. Her voice changing. To something real, sad.She twiddles her nose. And now she has freckles.The freckles remain. At which -- A BUZZ AT THE DOOR. Joi smiles. Nods -- Answer it. K opens the door to find -- MARIETTE. The DOXIE from the bar. Shined up. A fresh coat of everything on her. She grins at K. Cat, canary.She enters, takes off her coat. Making herself at home. K looks to Joi.Mariette kisses K. Steps back. Ready. Joi steps up to Mariette. Slow. Close. Her face of light to her face of flesh. Joi touches Mariette's face. K looks to Joi -- What are you doing? Joi steps forward... stepping into Mariette. Overlaying her projection ATOP the doxie. So that Mariette is only a shadow image, encompassed by Joi's projection... Joi now a thin layer of light like skin atop Mariette's real body. Mariette lifts her hand to take in the effect, which is still imperfect.Joi BRIGHTENS as the sync completes. Mariette's moves are now her own. At least for a moment Joi has substance, form. She moves her body in a delicate sway. A turn. Loving the effect. Her gift. She slowly steps up to K. Joi's face so close to his. CLOSE ON: THE MUSIC PLAYER. "Summer Winds." K isn't sure how to take this. So Joi raises a hand. K raises his to meet hers. Recalling their palms pressed earlier... only now they can truly touch... He runs a finger over the outline of her face. Skin of smoke and light over a warm, willing body. Joi KISSES him. With real lips. A combination of her static wisps and true flesh. A perverse threesome. A loving twosome. K gives in to the moment. -- JOI PUTS K'S HAND TO HER WAIST AS BEFORE AND... -- THEY PERFORM ONE DANCE MOVEMENT TOGETHER... AS THEY COULDN'T DANCE BEFORE... FEELING HER WEIGHT AGAINST HIM.. -- JOI AND MARIETTE MOVE AS ONE... SEPARATING ONLY, BRIEFLY AS K EXTENDS HIS ARM TO TWIRL HER AND JOI GETS LOST IN THE MOVE... -- K PULLS HER BACK TO HIM. THEY KISS... -- ON K... SMILING... IN LOVE... -- ON MARIETTE... UNDER THE SKIN OF LIGHT... SHE FEELS HIS LIPS ON HERS... SEES THE LOOK ON HIS FACE... AND IS MOVED BY A DEPTH OF LOVE SHE NEVER TASTED BEFORE... DIDN'T KNOW WAS REAL... -- JOI STANDS AWAY FROM HIM. HER HOST BODY, BARELY VISIBLE BENEATH HER AS SHE REACHES A HAND BEHIND HER TO UNFASTEN HER DRESS... WHICH FALLS TO THE FLOOR... -- K AND JOI LOOK INTO EACH OTHER'S EYES... JOI STEPS TOWARDS K AND --

Looking down a canyon between buildings where... AN AD SPIRE turns day to night with its brilliant light... AN AD FOR: JOI. SMILING RIGHT AT US... knowing... willing...

A rare ribbon of TRUE SUNLIGHT through the one small window bisects K and Mariette entwined on the bed. K is awake, eyes open. He observes Mariette, a touch of embarrassment in the light at the intimacy shared in the dark. He rises to the shower. We hear the water spray. ON MARIETTE. Her eyes snap open. Also awake. She slowly gets out of bed and dresses. As she dresses, she scans the room. Sees the suitcase again. Touches K's PHOTOS on the coffee table. Then -- She discreetly tags an almost imperceptible device in one of K's jacket's pockets. With that she begins to move toward the door, when she sees -- THE WOODEN HORSE. Her eyes widen. She moves to it. Picks it up reverentially. Moved by it.Then sees -- JOI. Simply standing there. Watching her. Eerie stillness.Mariette sets the horse back. Puts on her coat. Stares right back. Refusing to see Joi as more. Mocking. Back on her hard mode.And she's out the door. As we CLOSE IN ON JOI... a flinch... a feeling?... But K's attention is on the WOODEN HORSE. Mariette's words lingering. He feels it in his fingers.Joi catches on to his idea. Brightening with the insight. Confirming his thought.K smiles. Picks up the horse: This is the trail to follow. Joi disappears --

-- Reappears from the central console. As K readies to move, holding the horse --K halts. Joi just refused him. A first.K doesn't understand.The emanator.Joi finally smiles.K faces her.A pause. K keys into the central console. WORDS FLOAT in the air: "UPDATE EDITION: JOI." Joi nods to K. He presses the console and -- JOI CUTS OUT. A WHIR. JOI'S VOICE comes from the EMANATOR.K SNAPS open the casing on the emanator. BREAKS OFF a piece inside. The antenna.THE WALLACE LOGO FLOATS in the air. "DELETE THIS CUSTOMER EXPERIENCE?" is written underneath. K selects. YES. A WARNING CHIMES: "ALL PREVIOUSLY SAVED PROGRESS AND USER FILES WILL BE LOST." The word "LOST" BLINKS. K looks to the emanator's eye. A SINGLE WORD BRIGHTENS ON THE CONSOLE: DELETE CUT TO:

A MAP OF THE WEST COAST. Key points lit up. One particular point of interest in LOS ANGELES immediately GOES DARK. ON LUV. Taking note. Rising. Displeased. CUT TO:

In the middle of the bazaar of their complex FIND -- K and Joi. Squatted beside DOC BADGER, the lone resident K greeted to on his way home, in a stall crowded with jury- rigged lab equipment. An elaborate SCOPE. A hand-painted sign in SOMALI offers "DOCTOR BADGER'S OFF-WORLD SCREENING." Badger takes the wooden horse. Fits it into his SCANNER. He LAUGHS at what he sees. IN SOMALI ONLY:Doc Badger shakes his head no.The SCREEN offers a radiation fingerprint: Isotopic details. Age estimate. The facts registers with K.They look at each other.CUT TO:

Real wood. You are rich, my friend. You could buy a real horse with this. You want a real horse?

Smells like dirt. Old dirt. But the structure is changed. Old dirt, new change...

You ask me where it came from, now I tell you. So, what else do you want, my friend? A horse? A sheep? Off-world papers! Whatever you want, Doc Badger can get!

A FLYING POV THROUGH THICK, LAMBENT RED DUST. FOCUSING ON: A BROKEN STREET LAMP.THE POV FOLLOWS his instruction. WIDENS TO REVEAL: A VAST PARKING LOT. EVEN LARGER CASINOS IN THE DISTANCE. Erotic statues out of an ancient temple of old. A PYRAMID. POV WIDENS OUT FURTHER: THE VEGAS SKYLINE. Recognizable but, like an old stripper, only a shell of debauchery. The hulked MEGASTRUCTURES are all still there. Dark. Empty. Years of neglect. In their day they were fever dreams of debauchery. Decades of sandstorms have scoured away the luster and color. Weeds grow tall in the cracked streets. A thick DUST coat over it all makes equals of everything. It hasn't rained in forever. One CRUMBLED EGYPTIAN-THEMED HOTEL shows evidence of A BOMB BLAST. Outsized STATUES in ruins around it. THE PILOTFISH POV registers the radiation levels at SAFE. It picks up on a RED DUST DEVIL, STREAKED WITH BLACK.POV SOARS OVER THE EERILY STILL RUINS TO FOLLOW THE WHIRLING DUST. Homing in on the CLOUD OF DARK MOVEMENT WITHIN.

K reacts. He has been flying the Spinner's PILOTFISH like a drone. Watching its POV on the Spinner's screen.K sees something in the image that strikes him. A dark cloud. Joi watches too.K's look isn't reassuring.ON K. Decision made. He gets out of his vehicle, parked on the side of a hill. Down below, few miles away, we see the ruins of a city, lying under a cloud of red dust. He begins to walk. An old warning panel beaten by the wind: WARNING. RADIATION LEVELS INHOSPITABLE can be seen nearby. LOOKING OVER THE SPINNER... We see K recede into the distance. Moving toward the city.

People once gathered here to take photos and frolic. All under the eyes of the god-sized STATUES towering above. Erotically posed and positioned. Gods making gods. Now in semi-ruins, beheaded and disarmed. K is a human speck at their feet. Dwarfed. Stepping over cracked and uneven concrete. A plume of red dust beats against K. The wind finally passes. But when it does K's eyes LOCK on something overhead that astounds him so much more than the grand ghost city. Something small. A BEE Flitting about. It waggles a crooked path to land... ON HIS ARM K is speechless. He has never seen the like. He is careful not to move lest he scare it off. The bee takes off anyway. Flies a deliberate line through the grand statue's legs. K follows after it, as... The BEE joins another. MORE BEES STILL. Until the loose cluster rejoins... A SWARM OF THOUSANDS. THIS was the dark cloud he saw from afar. They move as one. Their HUMS together a ROAR. Circling in waves around an ARTIFICIAL FEEDING SYSTEM. K steps below the vertical FEEDER. Powered by a solar panel that has recently been SLEEVE-SWIPED clean of dust. K TURNS. HEARING SOMETHING MELDED WITH THE WIND. MUSIC. He strains to listen. The faintest sound of... A PIANO. He raises his eyes toward the source of the sound. If it is real at all it seems to come from... A CLASSIC OLD STYLE CASINO HOTEL Faded, deep cracks in its foundation, the occasional window blown out. But still an architectural wonder.

K enters great glass double doors, reinforced with steel. Sand piled at the seams. K takes a single step, and stops short at -- Seemingly nothing. Then we make out what his eyes perceived: A set of thin, carefully hidden TRIPWIRES across the floor. He carefully steps over. He continues in. The lobby is long abandoned. A chandelier long since crashed to the lobby floor. K WALKS THROUGH. Dust motes swirl in the stale air. K passes a MANNEQUIN dressed as a bellman. He SPINS, hearing MOVEMENT. Seeing no one. And then... HE HEARS A PIANO. THREE NOTES PLAYED somewhere deep inside.

A huge gambling hall. A bar. Behind which is AN ELABORATE PYRAMID SCULPTURE made of EMPTY ALCOHOL BOTTLES. Someone has been here. Lived and drank here. K passes old poker tables. CARDS fanned out on a blackjack table. Dust on the felt. He picks up a card. He walks on. Toward the sound. MOVES UP A SET OF STAIRS.

A balcony on the third floor MEZZANINE. STACKS of priceless paintings against the bar. There K finds -- A PIANO The keys open. K taps a KEY. The note rings through the airy space. Makes the current of floating dust vibrate. At which K notices -- TWO EYES staring at him in the dark -- A MANGY DOG It is, at a glance, the ugliest dog on earth. Flea bitten and ragged. But a real, live dog. It cocks its head at K. ON K. Utterly awed by this animal. Homely as it is, it is miraculous to him. He moves slowly toward it. Hand out. Hoping to touch it. So lost in the discovery, he is completely surprised by -- THE CLICK OF A GUN --DECKARD'S ICONIC BLASTER Comes out of the SHADOWS half into the LIGHT. Preceding RICK DECKARD Strong, tireless. Seasoned by time and, like teak or copper, far more handsome for the patina. But also something... cracky about him. Thoughts obscure, running together. Enough to keep us guessing if he's gone touched left alone out here too long... Or maybe just a calculated way to keep an intruder guessing... K stares down the blaster. Takes a gamble.Deckard leads K forward, blaster is fixed on him, keeping a safe distance, as --Deckard's eyes focus, sharp now with the insult of a lie.At which -- BLAM! DECKARD FIRES! UNEXPECTED. DIRTY. K FALLS BACKWARD OVER THE BALCONY -- LOST OVER THE EDGE -- A CRASH. Deckard Looks over the balcony. No sign.

He reads. That's good. Me too. Not much else to do around here at night anymore. "Many's the night I've dreamed of cheese -- toasted, mostly."

Nothing. Whole town was something, one time. Forget your troubles, see a show. Gamble a little, win some money, lose some money. They even make money look like candy. One little dirty bomb spoils everything. Do you like whiskey? I have a million bottles of whiskey.

Too many questions. I had your job once. Was good at it. Point and shoot. Paint by number.

I was long gone by then. There's always someone come looking. They'd never stop. Anything I knew'd just light a path.

Because that was the plan. I showed them how to scramble the records, cover their tracks. Everyone had a part. Mine was to leave. Then came the Blackout and paved over everything. I couldn't have found the child if I tried.

DECKARD Walks down the stairs after him slowly. Confident. The dog obediently follows.

K is gone. Survived the jump. Leaving only blood. Deckard calmly tracks K's movements in the dust.The dog abides. Waits. As Deckard hunts.

K stops, leans against a wall for support -- sees Deckard in the distance -- K turns. Not seeing the TRIPWIRE strung across the ground -- The wire catches -- CLICK! -- he MOVES just ahead of -- BOOM! THE FIRST OF FOUR EXPLOSIONS IN SEQUENCE. BOOM! BOOM! BOOM!

Deckard scans through the plume of DUST. Sees... A DOOR CLOSE. BY AN OLD LOUNGE. A tattered SIGN for the last SHOW that played there, curiously called "THE HOMAGE."

ON DECKARD. He THROWS A SWITCH in an electrical panel. Power HUMS through ancient wire.

Great acts once played here, back when there was leisure. K Is hiding. Forcing his breath shallow and quiet. LIGHTS SNAP ON. WHIRLING, FUNHOUSE FLASHING. Making it hard to see. MUSIC starts. Loud, thrumming. ON THE DARK STAGE... A HOLOGRAM ILLUMINES THE CENTER. ELVIS. Brought back to life. Performing "Suspicious Minds" again on the Vegas stage. A glitchy but inspired holographic resurrection. We look through Elvis' BODY wrought in LIGHT to see -- K crosses an open aisle. Staring through. Disoriented. He looks at Elvis walking further downstage -- K hides behind a sofa, looks to the door. No sign of Deckard. When -- A SHOT FIRES -- EXPLODING THE SEAT BEHIND K -- nearly taking his head off. K ducks down to see -- DECKARD Stalking him through the MAZE OF BOOTHS AND TABLES AND STAGE LIGHTING. Gun lose and comfortable in his hand, as -- ONSTAGE Elvis begins a MEDLEY. His hologram begins to falter. The garish show begins to SKIP and FLICKER like a worn VHS -- until the system unravels -- and Elvis is joined by MORE HOLOGRAPHIC LAS VEGAS ICONS: CHORUS GIRLS and MAGICIAN'S TIGERS. LIBERACE. MARILYN MONROE. REDD FOXX. ACROBATS. All resurrected in LIGHT. A nostalgia act in chaos. K loses his bearings in the confusion. As the show spins into a tumult. Everything it's got. Classic icons and icons to be fill the space. CIRCUS ELEPHANTS spring to life. LASER LIGHTS blind and flash. Deckard's eye is keen. The movements of his blaster exact. He looks behind a table. Nothing. Around a bar. Nothing. He steps through the FLICKERING ELVIS to see -- K'S BLOOD ON THE FLOOR. WITH K. Crawling. He stops as a MAGICIAN'S TIGER approaches. DECKARD Sees the tiger cross. Heads toward it, gun raised when -- THE LIGHTS CUT OUT -- then instantly FLASHING BRIGHT AGAIN -- HOLOGRAMS momentarily BLINDING Deckard -- K LEAPS THROUGH THE HOLOGRAMS. Knocks Deckard down. KNOCKS his blaster away. Letting his strength out. Deckard swings. K takes one hit. Catches the second. THROWS Deckard back. Deckard has the meanness of experience but none of K's speed.Deckard PUNCHES K -- BAM -- and again... Again... K letting him. Taking the punches and deliberately not hitting back. Deckard keeps coming at him -- heaving -- K steeling himself for more, when -- Deckard hesitates. Holds up a hand. Wait a second. K pauses. We notice the MUSIC just changed. Returned from the chaos of buggy software back to something beautiful.ONSTAGE Elvis sings a solo. "Can't Help Falling In Love." Deckard does something odd in response: He lowers his hands. A bizarre pause in the fight as Deckard stops to listen to Elvis' chorus... "Some things are meant to be..." Something about it alters his fragile mood. Suddenly no longer in the mood for pain.A beat. K has no idea what to make of Deckard. He picks up the dropped blaster.And he steps out. Off K... following after... the dog behind them... and Elvis still singing, we -- CUT TO:

CLOSE ON: THE DOOR. TEARING OPEN. BRUTE FORCE. LUV Enters. Shuts the now broken door behind her. Scans the small space quickly. Ascertaining it all at a glance. Her eye lands on... Sapper's glasses. Then -- K'S BOOK. She studies its cover. Then finds THE BOX the emanator came it. It makes her smile, as if she knows everything about him. The smile drops at finding -- THE BROKEN ANTENNA beside it.

Joshi at her desk, the lights dim giving visual precedence to THE CITY MAP she has UPSCREEN: Real time feed of current police activity. The lights go abruptly BRIGHT. An unfamiliar woman has just stepped into Joshi's office with presumed intimacy, turned the lights on. LUV.Joshi sits back in her chair. Her silence a challenge to this stranger.Luv steps closer. Joshi nods knowingly. Saw this coming. She shuts her SCREEN down.Luv gives a polite bow. And just like that, all cards are on the table.Joshi pours a short one and takes it ahead of what's coming. As usual she sees too many steps ahead and knows her mind about where it goes. And then --Luv's perfect face twists. Lightning quick, Luv snatches Joshi at the hand holding the glass. Crushes it.Luv squeezes her dead hand even tighter. Cruelly.Joshi is in blinding pain. Channels it into silence.Luv doesn't dwell. Simply STABS A BLADE into Joshi's chest -- straight through the breast bone. Rupturing her heart. Blood might bouquet out the back with the force of it. Joshi slides to the floor. Gone before she hits. Luv steps over her. Slides in front of her computer. Waves. The console doesn't respond. She SIGHS. Reaches down... Lift's Joshi's head up at an awkward angle. Positions it in front of the console. A light SCANS Joshi's face. The interface recognizes Joshi. OPENS. Luv DROPS Joshi.Luv stares at the default MAP of all active police vehicles. Clusters throughout the city. The expected jurisdiction. No traces of K's vehicle. She search for general aerial activity over Los Angeles... Nothing strikes her attention... She widens out... over California and Nevada... then sees: ONE SPINNER way off the map. Luv traces it with a finger. Sees its location... A FORBIDDEN AREA WITH RADIATIONS WARNINGS... And we -- CUT TO:

20,000 square feet of luxury. DECKARD's home. More priceless paintings, sculptures strewn about carelessly. Deckard and K walk toward the bar.He points to one of many priceless paintings hanging. Picasso's "Boy Leading a Horse."He pours some from his glass onto the floor. The mangy dog pads over and laps it up at his feet.Deckard sits down with his drink. K sitting opposite him. He waits, lets Deckard take the lead.Silence.Deckard storms off. K alone raises his glass.FADE TO BLACK.:

K turns on a HOLO JUKEBOX. Sinatra sings in miniature. K looks at the sunrise, a wide panoramic view of the desert. The sky is CLEAR of dust and -- for the first time in his life -- K sees a horizon. He sees Rachael's photograph beside him, on a small table. Carved wooden sculptures beside it. Carved by the same hand as his horse.

THE SUN just begins to peak from behind a PYRAMID HOTEL, illuminating the grand MEGASTRUCTURE VISTA. And cresting over the diagonal line of the pyramid... we just begin to make out... LUV'S SPINNER. FLANKED BY FIVE DARK SPINNERS. They come down the strip. Over the old traffic lights. Then disperse, like wolves encircling a prey. A PILOTFISH DEPLOYS. It floats gently. Quiet as a computer fan. It moves down the boulevard. Seeking. Then... It locks in on something. Begins a straight line for... THE CASINO

As Luv closes in, A PROMPT comes UPSCREEN. ON IT: THE PILOTFISH'S VIEW of Deckard's penthouse. Two bodies within. "TARGET LOCKED. DETONATE?"UPSCREEN: "CERTAIN?"UPSCREEN: "CERTAIN?"She banks the Spinner around the hotel, as --

K looks at sunrise, lying on a patio chair, freezing. A wide panoramic view of the desert. The sky is CLEAR of dust and -- for the first time in his life -- K sees a horizon. Inside we see...

Joi wandering alone in the penthouse by large HYDROPONIC GROWERS. Taking it all in. Wooden sculptures amongst books. Joi looks at them. The dog appears from one of the doors. Pants at K. K smiles at it. The dog WHINES. Suddenly agitated. Suddenly turning at -- A PIERCING ALARM. K rises, turns off the emanator. Joi is gone, as -- Deckard appears. Checks his security system. Scans the open sky with BINOCULARS. Sees NOTHING.Deckard spots a metallic GLIMMER floating level with them.Then K sees something in the distance... a movement between two buildings... He hears engines approaching. K turns toward Deckard... Who is gone.

Deckard runs on. Followed by the dog. K appears at the end of the corridor, running after Deckard. Quickly catching up. Sees Deckard slip through A DOOR.

Deckard locks the door behind him and his dog, quickly activates the power in an EMPTY penthouse. An ENGINE begins to whir and cough and come alive. By an OPEN BAY WINDOW, covered with plastic. AN ANCIENT SPINNER. Deckard moves for the Spinner, as -- K EXPLODES through the wall -- coming for him, as --

ON LUV. Waiting. Tracking Deckard's movement within. Before he can reach his Spinner --

THE HOVERING MISSILE ENGAGES. IT ZEROES IN ON THE OPEN WINDOW AND --

K throws himself in front of Deckard as -- BOOM! DECKARD'S SPINNER EXPLODES! The world BLURS. K is ROCKED by the blast -- K SMASHES into the wall. K manages to sit up. Wind and soot in his face as -- ONE OF THE DARK SPINNERS LANDS INSIDE THE PENTHOUSE. DARK FIGURES get out and DRAG UNCONSCIOUS DECKARD toward the Spinner. K tries to move for Deckard -- but his abdomen has been PUNCTURED by debris. Deckard fights his captors brutally, but they are too many. Fighting pain, K staggers to his feet. Is GRABBED from behind. K BREAKS the hand that clasped him and DROPS its owner. Disarms with MAN lugging Deckard and SHOOTS HIM AND ONE MORE. The team doesn't last long against K unleashed. Until -- A FOOT KICKS K -- BONES FRAGMENTING IN HIS CHEST. ANOTHER KICK. K SLAMS INTO THE GROUND WITH BRUTAL FORCE. LUV Steps toward K. Calm, amused, a successful acquisition assumed.K feels his wounds. Expends all his remaining, dwindling strength to stagger toward Deckard. Luv stops to watch K's slow progress. Curious. KICKS him again with her strange strength. K LANDS HARD. Bone snaps. THE EMANATOR GOES FLYING. K is on his back -- breath short -- then CUT OFF as LUV STOMPS HIS CHEST. His insides rupture. Luv steps close. Ready to end him when -- STOP! JOI HAS PROJECTED Enough of a distraction that Luv for the moment leaves K. Steps over ahead of K to... The emanator. Luv sees K reach and crawl for it. Trying to reach it before she does. Luv locks eyes with Joi. Raises a foot. K shakes his head. Don't. Luv thrills at the chance to administer such a unique pain.K and Joi meet eyes. Breath held. She knows what's coming. Spends her last moment looking at K, loving him. Joi reaches a hand toward his. Just enough time to say it.And Luv CRUSHES the emanator with her boot. Joi dissipates. Is gone forever. ON K. Destroyed. Whatever she was, digital fantasy or evolved personality, he loved her as true.LUV KICKS HIS FACE. The world goes BLACK. ON K'S EYE. Flickering OPEN. An EXPLOSION of DUST as a Spinner takes off. With Deckard. K'S EYE REFLECTS LUV'S SPINNER... AS IT RISES OUT THE WINDOW... AND FLIES AWAY. GONE. ON K. On the ground. Near Deckard's dropped blaster. A wind blows. Deckard's Dog watches the Spinners leave. It sits at K's feet. Licks his hand. K only stares at the crushed emanator. His eye closes. FADE TO BLACK.:

Night comes. The wind blows sharp flecks of dust. Death creeping in. Nearly there. A thin SOUND in the distance. FOOTSTEPS. Feet pass Deckard's blaster covered in ash. A beat. THEN K IS DRAGGED BACKWARDS ACROSS THE FLOOR. FADE TO BLACK.: CLOSE ON: A HORSE'S FACE. LIPS PARTED, NOSTRILS FLARED IN PERMANENT ANGUISH. CUT TO:

CLOSE ON: FIRELIGHT. SMOKE. A CRACKLE AND SPARK. K'S EYES FLUTTER OPEN. FEVERED AND AFRAID. HE SEES A CAMPFIRE BURNING... SENSES A HUMAN PRESENCE BESIDE HIM. HIS EYES CLOSE AGAIN... FADE TO BLACK.: FADE IN AGAIN AS:

The campfire has died down. K SHIVERS with fever. His eyes open to see -- A GROUP sitting beside the fire... Amongst them -- MARIETTE Genuine concern on her face. She pets the Dog's head admiringly.K looks like he wants to. He looks into the FIRE. Consciousness slips away again as he watches the EMBERS float skyward in a fairy's flight. Streaks of light... The embers soar into the NIGHT SKY... Merging with the STARS... which now begin to MOVE... LIKE COMET TRAILS... STREAKING THE SKY... MATCH CUT TO: K'S POV OF: STREAMS OF COLORFUL LIGHTS SOARING BY. ABOVE... BELOW... LIKE THOUSANDS OF HEADLIGHTS COMING AT HIM ON A HIGHWAY... A FEVER DREAM OF FLIGHT THROUGH THE STARS... OR OVER A CITY... WHICH TAKES SHAPE BELOW US... SPINNERS FLYING THROUGH THE RIOT OF COLOR AND LIGHT... CUT TO:

CLOSE ON: DECKARD. He wakes. Find himself in Wallace's private space. Neither bound nor shackled. He was sleeping on a luxurious armchair. A cocktail cart seems to have been left out just for him, liquor and glass waiting. On a coffee table in front of him, a round object the size of a large grapefruit wrapped in a ragged piece of clothing. A SUDDEN SPLASH BEHIND HIM -- From the POOL. A FISH leaps, falls back in with a splash. A Barracuda flies over the water, following the fish. A strange sight.Three Barracudas slowly comes out of the shadow, followed by... Niander Wallace.The Barracuda revolves around Deckard, taking him in. Wallace sits right beside Deckard. Then pulls off the halo on the back of his head. Wallace takes Deckard's hand in his. Presses it. Strange intimacy.Wallace takes the wrapped object, puts it on his lap and unwraps it, slowly.Wallace reveals the object, A HUMAN SKULL. RACHAEL'S SKULL.Seeing the skull, Deckard's eyes burn into him. Full of hate.Luv appears in the darkness. She was listening all along. A dark angel. Wallace touches the skull.A HOLO PLAYS: OF THE FIRST MEETING BETWEEN DECKARD AND RACHAEL. THE VOIGHT-KAMPFF. ONLY THIS TIME IT IS NOT JUST RACHAEL'S EYE IN CLOSE UP, BUT A SECOND CAMERA CAPTURE OF THE ENTIRE EVENT. BOTH DECKARD AND RACHAEL IN FULL. The decades old encounter plays before them as --THE HOLO PLAYBACK OF DECKARD AND RACHAEL FREEZES, DISSIPATES. Deckard seethes. Fights the insidious logic. To his last breath, which may be soon, he won't accept the possibility or its implications.The question lingers. What everyone wants to know. Except one man.Wallace laughs.Deckard shakes his head. Laughs.Wallace gestures to Luv. Who comes around behind Deckard. At which Deckard hears... HEELS on the floor. Footsteps coming.A WOMAN steps across the path over the water. The woman steps into the light. Deckard sees... RACHAEL Precisely as when he met her. As she was in the holo. Down to the lashes. Flesh and blood. Young again. Remade. Authentic. Inauthentic. ON DECKARD. Breath gone. Wallace presents his offer.Deckard fights the urge, can't help but look. A perfect recreation of all he ever wanted is right in front of him. In the flesh. Instantly filled with longing. With disgust. Rachael steps close to Deckard. Lifts his chin. So they are face to face. We are transported back decades in seconds.Deckard says nothing.The mirage utterly real and convincing. Deckard strains against pain of loss. Strains not to lose himself in a memory of lost joy... We fear he is tempted, when -- He tears his face from her hand. Rejecting the simulacrum.And he walks away from her, standing now at the edge of the darkness. ON WALLACE. Cold. Nods to Luv. Luv understands. ON DECKARD. Behind him, Luv raises her gun and shoots Rachael straight in the head. Deckard startles. Rachael falls brutally on the floor. The gunshot echoes forever. ON Deckard. He stares at Wallace, a murder. ON WALLACE.Luv grins -- dark work she will enjoy, and -- CUT TO:

ON K. HE STARTLES AWAKE. HIS EYES SCAN AROUND IN FEAR. GO WIDE WITH SUDDEN RECOGNITION OF INTENSE PAIN. He is in a dark, high ceilinged space. Eerily devoid of the bustle we've seen in other abandoned spaces. Just the quiet drip of efflorescent laden water weeping through concrete. He is sweating. Shaking with the fever of deep set infection. His broken body manages to respond as he forces it to rise. He looks to his CLENCHED FIST. Opens it. He clasps a broken shard of the emanator. All that's left of Joi. Shining plastic reflecting firelight. He hears WHISPERS, MOVEMENT -- A SET OF REFLECTIVE EYES PEER AT K IN THE DARK. MARIETTE. THE 2 DOXIES FROM THE BAR AND DECKARD'S MANGY DOG STILL BESIDE HER. Mariette looks to K with new feeling. Trusting. Wanting him to trust her. She stands aside, to REVEAL -- MARIETTE'S HANDLER FROM THE BAR She walks toward K. She wears the same DARK GLASSES even here. In the dark. This is FREYSA. She speaks with the calm heavenbound confidence of the eerily devout. The unique patois of a colony we will never visit.She lifts up her dark glasses to REVEAL HER RIGHT EYE SOCKET IS EMPTY.Only now can we recognize her as the SAME WOMAN who was in the old PHOTO of a woman holding a child by the TREE.K cocks his head at her, seeing the pieces fit. Water drips somewhere near.Freysa beams, beatific and moved. Looks down at her arms.She takes the PHOTO. Looks at it. She and the child. She circles K as she tells it. Telling it like legend.K understands he's talking to the only living witness to his own birth. Wants to know -- everything.More FOOTSTEPS come toward them.Freysa takes K's gun. DECKARD'S BLASTER. She presses the barrel to her own chest. Presses his hand over the trigger.As if set free by her acknowledgement, the shadows suddenly SPARKLE with glinting REFLECTIVE RETINAE. DOZENS OF EYES.In the shadows are more Replicants... hiding... allied. Her silent, slithering army. A collection of those awakened to a dream. We can sense their dissatisfaction like we can their number. Both vast. The shadow of the coming, violent storm.K lowers the blaster.K can't live with that.Her eyes sparkle with the future she sees. But K is focused only on one word. He feels it like a bullet.Freysa nods, confused by his confusion on the point.An infinite beat. Time shatters. Gravity upends. K shakes his head. No.Freysa shakes her head knowingly.A wave of nausea rocks K. The crushing realization slowly taking root... eating away at his new soul... He was wrong about who he is. ON K. At the moment he sees it. The connection forming. INSERT CUT: ANA. STARING, CONFUSED, MOVED BY WHAT SHE SEES IN K'S MEMORY. A MOMENT OF RECOGNITION.INSERT CUT: THE DENABASE SCREEN. THE TWO COPIES. THE GHOST AND THE REAL.INSERT CUT: THE CHILD WITH THE HORSE IN FRONT OF THE FIERY FURNACE. CHIN SET, DETERMINED. INSERT CUT: ON ANA. LOOKING AT K.BACK ON K. RIVEN. THE TRUTH REVEALED. THE CASE SOLVED AT HIS OWN EXPENSE. IT WAS NEVER HIM AT ALL. Something inside K breaks. Freysa can see his pain. And understands.ON K -- SHAKING -- SHATTERED -- WE MOVE -- TO WHITE.:

Runners heeling me a long time for this. Make a fine bit of bonus, would my eye, would it weren't a long long gone.

Ohhhh, I was there. I saw a miracle delivered. Held a pinchy perfect face crying up at me, mad as thunder.

I knew, it all changes now. The first drop of rain. Something to die for...

I saw baby come. I held Mama as she die. She die good. She die feeling it. Daddy already flew gone before he could see, leaving a puzzle behind. We each hide a piece so no one mind ever know enough to make the map. Daddy least of all. Why Sapper let you kill him, keep his piece.

Deckard wanted it keep quiet. I fail him on that. Told anyone with ears to hear. Of a baby come from one of us. Some listen too.

That baby meant we was more than creations. We was creation. More than just slaves. If a baby can come from one of us... we are our own masters.

Deckard, Sapper... me, you... our lives nothing next to a storm coming.

Go on. I not so afraid to die. Done right, dying the most human thing we do.

Don't pay no mind on that. He always wanted to die for his own. Never had the luck. Officer did him a favor.

Deckard only want his baby stay safe. And she will. I wish I could find her... I show her unto the world. And she lead an army!

With my own eye. I see her come, I dress her in blue when time she go.

You imagine it was you? Ohhhh... You did, you did. We all wish it was us. That's why we believe.

CLOSE ON K. BLINDING LIGHT BOUNCES OFF HIM. He stands in the FLOODLIGHTS, looking up at something PAINFULLY BRIGHT high and huge in front of him. He is in a fog. Soultired. No longer connected to physical pain. REVEAL: ON THE NEXT BUILDING, 30 STORIES HIGH, A 120 FOOT VERSION OF JOI LOOKS DOWN AT THE CITY. AN ADVERTISEMENT. LOUNGING RECUMBENT, ELBOW BENT TO PROP HER HEAD. K is dwarfed by the enormity of her. A man standing before the sun. He stares up at her like she was a holy site. "JOI" sees him down below, begins to vamp and twirl. An interactive ad. Immediately selling. Everything about her a vulgar exaggeration. Her voice heard above the city din:K looks up to her, eyes full of longing and need. Sees only the "dead leaf echo" of his Joi. Charmless and generic. K searches her face for an answer. Can only see THROUGH it.She gives a crass laugh. K stares and stares. Desperate to find any spark of the woman he loves... praying some part of her is still in the network, still extant...The NAME goes through K like an arrow. Joe? Jo? His mind fills with doubt and hope and doubt again. Was it all part of her program? Was she ever real? No answers from "Joi." Only a knowing wink and her mannequin smile as she looks back out on the city. Selling herself to the world. CLOSE ON K. His eyes close. As if saying goodbye. To her. To everything he learned from her to dream and hope for. His eyes open on the sky as lightning kindles. A storm. A decision made. He fingers DECKARD'S BLASTER. And we -- CUT TO:

A WALLACE CORP TRANSPORT VAN LIFTS OFF from the platform. TWO DARK, SLEEK SPINNERS lift off after and follow after. A moment, then... K'S SPINNER'S LIGHTS COME ON. Waiting in the wings, barely noticeable. It follows after --

THE TRANSPORT VAN flies through the FOG and WET SNOW. Flanked by THE TWO DARK SPINNERS. The caravan veers off the main traffic artery. Running along the COASTLINE. BELOW IS... THE SEPULVEDA SEA WALL Where the risen ocean meets city. Stretching for MILES. DENSE FOG spills over like a waterfall.

The caravan cuts through the thick FOG. Keeps low to the rough, stormy surface. Sprayed by angry waves.

Condensation streaks the glass. Luv scans the skies around them. Eyes missing nothing. Satisfied, she fixes her unblinking eyes on -- DECKARD. Handcuffed in place.Deckard's gaze drifts up... to watch the rain and snow stream across the glass... a moment's peace found there before the pain promised to follow, when -- A LIGHT SHIMMERS through he fog. Barely visible. Then -- visible. A PILOTFISH. COMING FOR THEM FAST -- FLASHING PAST AND VEERING AT THE LAST MOMENT, MISSING THEM -- THEN SLAMMING INTO THE SPINNER ESCORT. IT EXPLODES INSTANTLY! DEBRIS SPARKING AGAINST THE TRANSPORT. GUN SHOTS WEB THE WINDSHIELD AND KILL THE PILOT. He slumps, dead. The CO-PILOT grabs the controls. Luv stands, searches the sky, as -- THE SECOND SPINNER ESCORT TAKES FIRE! Its engine ruptures and it SPIRALS. AN EXPLOSION QUICKLY EXTINGUISHED BY A FLOOD OF OCEAN SPILLING OVER AND ENGULFING IT. Deckard looks out. Sees -- K'S SPINNER BULLET PAST. Disappearing into the mist. Luv quickly assesses the damage. Orders the Co-Pilot:Co-Pilot BANKS the Transport. When out of nowhere -- WHAM! K's Spinner SMASHES into them, from underneath. Disappears in the fog again. The Transport's engine fails -- losing altitude -- SMOKE BILLOWS off as it descends. LUV RAGES. Co-Pilot fights the controls to level them off -- but cannot stop their descent. At which they see -- THE SEA WALL It looms large as they drop toward it. Deckard watches their descent from his seat as -- THEY CRASH AT THE BASE OF THE SEA WALL! A WALL OF OCEAN WATER rushes over the glass roof.

ON THE TRANSPORT Perched unsteadily at the sea wall's sloped base. A violent WAVE BASHES over it.

Co-Pilot works the controls. With effort the Transport engines come alive, threatening to LIFT, when -- WAVES COME SMASHING DOWN OVER THE VEHICLE. Luv opens the door, drawing her weapon. BLAM! A BULLET PUNCTURES THE WINDSHIELD. CO-PILOT'S HEAD SNAPS BACK, THEN SLUMPS. DECKARD Looks up. Light suddenly streams on his face. ON K Backlit and FIRING as he comes. Heedless of his exposure. Luv holds her position until -- SHE FIRES AT K -- K FIRES -- HITS LUV -- WHO FLIES BACK WITH THE IMPACT. ON K Coming for Deckard. Even as Deckard watches the BLOOD blossom on K's chest. They meet eyes, when -- LUV CHARGES K LIKE A TRAIN. TACKLES HIM. They tumble like lovers. Luv destroys what's left of K's shoulder, when -- A CRUSHING WAVE POUNDS THE TRANSPORT AGAINST THE SEA WALL. WATER FILLS THE VEHICLE. K AND LUV Crush together against the shattered roof to spill out onto --

K and Luv struggle to their feet, battered by savage waves -- the same waves that carry the Transport further out into the water with each impact. Luv focuses her rage to a single point: K. She throws herself atop him. A wild, crazed thing, sent from the pit. K's fist connects with, digs into the soft flesh of her throat with a pulsing, drawn out CRAAAAAAACK. Luv only grins -- as if proud he found the strength. Then -- A KICK to destroy his ribs sends him backwards, as --

The Transport LURCHES. Water floods in. Deckard struggles to free his still cuffed hand -- A colossal wave CRASHES over the Transport, tipping it --

K and Luv pause to see the Transport carried out to sea -- and begin to SINK. Luv wastes no more time. HER KNIFE SINGS K dodges it -- blocks it -- grabs it by the blade -- not seeing -- HER SECOND KNIFE The blade slips out of K's gut before he felt it go in. K falls to his knees.Luv DIVES into the water, toward the Transport and Deckard.

Deckard submerges to try to pull himself free. He fights like hell -- but can't do it --

LUV PULLS Deckard back up. Faces him in the small pocket of air remaining. Luv grins like the devil on his birthday.Without a sound... K rises in the water behind Luv. GRABS HER BY THE THROAT. LIFTS HER TO THE SHATTERED ROOF. THROWS HER INTO THE WATER. HAND CRUSHING HER WINDPIPE AND HOLDING UNDERWATER. LUV FIGHTS HIM WITH EVERYTHING SHE HAS. TEETH BARED, BLOODY. BUT K JUST TAKES THE PAIN. DOES NOT LET GO.

ON LUV. She lashes out, wild, feral spasms. Her mouth working. Unable to find the words to properly hate. One pupil goes wide. The eye rolls back in its socket, giving a clear view of the pinprick of color underneath. AND SHE GOES STILL. ON LUV. An air bubble of resignation escapes her lips.

THE CREAK OF METAL ABOUT TO GIVE WAY. THE WATER LEVEL RISES. DECKARD IS ENTIRELY UNDERWATER. LUNGS AFLAME. K swims to him. Breaks his retrains. K and Deckard dive out of the sinking tomb. IN THE OCEAN. K and Deckard swim. Wave and current conspire to drown them. A WAVE BATTERS K. WE LOSE SIGHT OF HIM IN THE WATER.Deckard reaches back. CLASPS K'S HAND. Helping him back. THE SURFACE EXPLODES. K GASPS for breath. ANOTHER WAVE CRASHES them onto the base of THE SEA WALL.

Deckard grabs hold of K before he is swept out into the sea. They find their footing, their breath. Deckard nods to K. He's all right. They look out to see... THE TRANSPORT VAN SINKS BENEATH THE SURFACE. GONE. K and Deckard together, further up the sea wall. Freezing. But alive. Under the blood orange sky of a new day coming. They sit. Find their breath.Tough as he is -- Deckard is overcome with emotion for the first time in decades. Just hearing the word. Brings himself to say it.Everything he longed for. In a word. In time he breathes. CUT TO:

The grand CITYSCAPE. Under a blanket of snow. Clean as a fresh start.

K and Deckard trudge through the snowfall. The Spinner behind them. K limps to their destination. Looks up to...

K's hand slips into his pocket. Takes out... THE WOODEN HORSE. He holds it out to Deckard. Deckard sees it. Takes it. Can't believe it still exists. Something made for a child he never met all those years ago.Deckard stares at him from a place beyond gratitude.K looks at Deckard. Wanting him to be so many things.Deckard's eyes fill of thanks beyond words. He turns away. Crosses the snowy field. To the building. TO ANA. ON K. Watching him go. He lets his hand drop from his wound. A DROP of BLOOD touches the snow. K'S POV: Deckard grows smaller in the distance. ON K. Fallen in the snow. A pool of blood spreads and stains the white snow around him, as we... MOVE CLOSE ON K'S FACE. His eyes catch something near him only he sees. A warm FALSE VOICE comes, calming:Just as she said when we first met her. K smiles at this ghost of memory. Of course. A thready whisper of his baseline. Their old favorite.

The fog recedes, a brief glimpse of true sky before the wool sweater clouds return.

ON K. Slipping. Barely audible.He looks up at the snowy sky. And dies.

Deckard crosses through the door. Looks in. Looks up. Sees Ana in her lab, staring at snow flakes falling from above. A perfect digital reproduction of what falls outside falls here onto her hands. She is completely taken with it. Deckard steps up to the glass that divides the room. Watching her watch the snow fall.Ana turns from the digital snow, fading out. Takes in the strange stranger at her door. His kind, wounded eyes staring at her. Meets them with an innocent smile. Deckard reaches out. Hand pressed against the glass. END.

INSIDE THE MANOR Unlit and still . Gothic with a theme of antique games , arcane puzzles and decorative weapons . First floor : A drawing room , living room , kitchen . The detritus of a party . Stray champagne flutes .

Follow one housekeeper named FRAN carrying a tray of coffee up a flight of stairs . Second floor : a hallway , doors all closed . The house has not woken up , and Fran steps lightly . Up a much narrower creaky flight of steep stairs .

Third floor : the master bedroom suite .But the bed is empty , unslept in . A robe thrown across it . Fran heads out onto the landing and UP an EVEN NARROWER half flight of stairs , which leads to a single door .

I do n't think he killed himself I do n't. I do n't. There's this Hallmark movie Deadly By Surprise where Danica McKellar plays a wife who gets poisoned by her husband but bit by bit so she thinks she's going crazy and she ends up killing herself, and my cousin who's the receptionist at the medical examiners office says that kind of thing can totally happen, she says it's not even like 3 % as crazy as stuff she's seen come through the -

Jesus. I'm gon na disappear until the politics talk is done. You want some champers?

Take em whenever you need em - they're just drying out since you gave me that Juul.

I knew it. I knew you were a no good son of a bitch, I knew Harlan would n't have just killed himself.

I knew you were guilty as shit. Now you're gon na pay for it do n't come near me I'm warning you I -

A cramped attic study , every shelf crammed with curios . The door swings open and Fran sees : HARLAN THROMBEY himself . 85 years old . Slung across a white leather day bed . Throat slit . Drenched in blood . Very much dead . Fran 's tray slips out of her hands for a second .CUT TO : Title card , on black .THEN TO :

MARTA CABRERA wakes with a cry . Plain , modern , cramped . Marta , in her late twenties , takes a moment to catch her breath . Opens a window .

A tiny window in a cheap apartment building opens , Marta 's face appears breathing deep . SUPER : `` ONE WEEK - after Harlan Thrombey 's demise ''

Marta sits in front of a laptop . Her MOM is at the table with her , her sister ALICE watches CSI on an iPad on the counter top . Murder related dialog from the show . Marta scroll through a jobs site , tired , eyes dead . Her mom watches , concerned .Mom standing yelling , Alice slams the iPad cover closed . Marta puts her head in her hand . Looks at her mom , who looks back at her with protective sympathy . Marta starts laughing at the absurdity of it , but the laugh turns into crying .Alice hugs her sister . Marta 's phone rings . WALT THROMBEY .Her face shifts in confusion .

Why it's almost over, what - they're finding out who did it and the wifi sucks in my room so it does n't play it's like two minutes left what there is n't even anything bad on it, it's just normal tv and they're just talking ok ok goddddd whatever ok whatever.

Now please just turn it off. Turn it off. Now. Alice. Off. They're talking about murder on it, your sister just had a friend she loves slit his throat open she does n't need to be hearing that right now let's be sensitive!

Lawyers were here, very big lawyers it looked like, and some other guys I did n't know, they left all this for you and business cards, so many business cards, and there was a pile of other stuff when I got home -

Marta get your ass up, what the hell is happening? There's a guy here and a bunch of stuff, everything's going crazy, are we rich??

I do n't even know what that means but you better get your ass up.

Yes. It's something that I have had as a kid. It's a physically thing that I - I - Just the thought of lying, yeah, it makes me puke.

Up up nooooo no not tonight, no straight to bed tonight it is soooo late c'mon. Harlan. Harlan!

It's late, I had champagne no no no HARLAN It's my birthday, we are - You had one glass - we're not breaking tradition on my birthday.

Because I'm not playing to beat you, I'm playing to build a beautiful pattern.

I guess we will. Hey. Old man. You've had a long day. Wan na do drugs.

This is what I just gave you 100 milligrams of. But I messed up.

I give you an emergency shot of Naloxone, so that you do n't die in ten minutes.

You'll feel symptoms in five. Sweats, disorientation. Then yeah, that big a dose, injected, within ten your respiratory - your - yes ten minutes.

Yes! Naloxone yes it comes with the emergency kit - it should be here, it's - fuck. No Harlan it's not here. It's not. Oh my god.

Harlan we need to - are you crazy, we need to call, they need to get here I need to -

I took him upstairs. We played our nightly game of GO, at some point he knocked the board over and Joni came up to check on us. Then I gave him pain medication, he pulled his shoulder last week, and left him in his study. At midnight. Said bye to Walt, went home.

Since his injury I've been giving him a 100 milligram IV push of Toradol, a non narcotic analgesic. And to help him sleep, 3 milligrams of morphine.

God my heart wo n't stop, I ca n't - it's just everything, no, thank you

You want my insight into this family? None of them are murderers. That's my insight.

I... do n't know - I left it here, I always leave it with Harlan at night.

What's he got there? Hey boy. You find a stick? He's always bringing junk into the house -

I - I have no idea why he - I just need to think - I'll call you or have him call me or do something I do n't know

Well Ransom how about it had more to do with you guys than with me.

He wanted you to build something from the ground up, like your parents

I know, just saying it it sounds insane but it's all true. I think Blanc's been on to me from the start - I do n't care if I go to jail, but my mom... my sister, we ca n't -

This is n't you. You could turn me in right now and get your cut of the inheritance. Why?

Whatever money you need Meg, I'll help you. I do n't want you to worry.

I do n't like it either mom. I'm slipping out the back - I'll be back later, do n't talk to anyone.

Well. Walt I want you to know I did n't know about any of this. This is

I have n't even looked at all this yet, this legal stuff, is this from you guys?

You're saying even if it came to light, with the family's resources you could help me fix it.

Cause Harlan gave me all your resources. So that means with my resources I'll be able to fix it. So I guess I'm going to go find the right lawyers.

It's my medical bag tag. They have my medical bag. For some reason.

Who would blow up a whole real official building just to blackmail me?

Ok. I'm all just pure adrenaline now it's like I swallowed bees. What's the the whatsitcalled address ok. And I just - I mean whatever they want, I just say yes right, just to get that report back. And destroy it. Ransom. Thank you. I could n't do this without you.

Listen I do n't know what you want. Whatever you want we can work it out, but we have to figure it out right here, right now, and I'm leaving with that report.

Fran! Fran! Can you hear me? Fran, give me a sign if you can hear me!

Me? Fran it's Marta, you called me here, you sent me the email, I'm here. I'm going to call an ambulance and you're going to be ok but can you tell me what happened, did you take something, what's happened to you -

This is over. People are getting hurt. I'm going to tell you the truth.

Good. Wait god I hope he did n't cover for me, did he tell the real truth, about me switching the- And the disguise and all the- And the blackmail with the-

But why did Fran take my morphine? Obviously she had swiped my bag from the house, but she did n't seem like a user to me, unless that's why she needed money...

I dunno, does n't matter. I should tell the Thrombeys myself, I feel like I owe that to them.

No, I need to do it. I wo n't do any of this if I ca n't do that. I really need to. I gave the doctors my number, they'll call if anything changes with Fran.

... said it was stashed, the copy, and then she told me `` you did this, you wo n't get away with it'' and then I called the ambulance. And that's it.

She practically told me where it was. Anyway this'll tie everything up. And I just handed it to you, god you're you're not much of a detective are you?

Um. You guys have always been good to me. And what I'm about to say is n't going to be easy, and you're going to be upset, but especially after everything you've gone through the past few days, I thought you deserved to hear it from me.

Blanc. I told Ransom, Ransom told you, I'm telling you now - it is an immovable fact that I killed Harlan.

Is this about what Greatnana told you? She saw me that night, she mistook me for Ransom

If he did that, if the meds were switched, then when I got them mixed up...

Oh god that movie she told me about, with Danica McKellar, that's what she was talking about -

She has a cousin - she told me, she has a cousin who works as a receptionist at the examiners office!

She did n't say `` you did this,'' she was n't talking about me, she said

Hugh did this. Cause you made the help call you Hugh. Cause you're an asshole.

Can I ask. At what point did you suspect I had something to do with Harlan's death?

A long narrow private road leading to the Thrombey estate . Marta 's shitty SUBCOMPACT car buzzes by , towards the house .

Several cars , including a police cruiser with a few uniformed officers by it . Marta pulls up . An officer eyes her , approaches .MEG , Thrombey 's college aged granddaughter , trots out .They hug , and are both instantly crying . They laugh .

Hey! Her name is Marta, she was granddad's nurse, she's with us. `` The help? ``.

Granddad gives my mom a yearly allowance, and he's never missed wiring a tuition payment to my schools. He's a genuinely selfless man.

Whoa hey, c'mere, hey. What do you, you want water? Breathe. Hey. Fran have you still got your stash?

Mom. If Granddad wanted Marta to have everything, that's what he wanted.

I'm fine, I mean everyone's nuts, they're all going, I do n't know, they've lost it. No one knows I'm calling you, I wanted to - I do n't know what I wanted, I wanted to say sorry for how everyone was.

You should do what you think is... right. I think you should give it back to us. Granddad always took care of us, we're his family, I know he was like family to you but we're his actual family. Marta you know this is n't fair, we've always been good to you and we're going to take care of you, everyone loves you and you're like family and we'll take care of you but you have to make things right, you know what's right.

I'm sorry, I'm so sorry I told them about your mom. I was angry and scared, I'm sorry

Thrombey 's eldest daughter Linda opens the door for Marta .Linda is 60ish , well put together , sharp and steely eyed . She dresses and speaks with just a little more sharpness than any situation she 's in requires .Linda 's husband Richard walks in , on the phone . Same age as Linda , gruff and confident , will put his feet up on anything .STATE TROOPER WAGNER , fresh faced in his 30s , pokes his head in through a door .Linda exits with Wagner , leaving Richard and Marta .

Ueuh. The funeral helped. I guess. Just seeing him. I thought you should have been there. I was out voted.

I'm not the cop so I do n't know. Alright fine, do n't come, get arrested. Die up your own ass all I care.

Excuse me, we're ready for you now, we'd like to see you one at a time.

Alright I'll go first. I'm assuming this will all be wrapped up before the memorial tonight.

Uh. There was Fran, the housekeeper. Marta, Harlan's caregiver, good girl, hard worker. Family's from Ecuador. And Wanetta - Greatnana, Harlan's mom.

We had our own secret way of communicating. You had to find that with dad. You had to find a game to play with him. And if you did that, and played by his rules...

you know, Dad's paying for her crypto-Marxist postdeconstructual feminist poetry theory whatever major, she could have stuck around for the cake.

Mr. Blanc, I know who you are, I read your New Yorker profile. It was delightful. I just buried my eighty five year old father who committed suicide. Why are you here?

Yes. I mean. Walt, yeah. He's done well with what dad's given him. Walt - not like it matters but he was sort of adrift, dad gave him the job, but really dad hands him a book twice a year and Walt publishes it, I mean... it's just not the same.

Are you baiting me, Detective? You know he does n't, and you think I'm dumb enough to be baited into talking family business, into shit talking my brother in front of a police detective and a state trooper -

I was just thinking about Dad's games. This all feels like one, it feels like something he'd write, not do. I keep waiting for a big reveal, where it all makes sense. How nice would that be?

Alright! Enough. Jacob, we get where this is going. The bathroom's next to Harlan's office, where he had the big fight with Ransom. You heard something. Spill it.

No no no no Alan this ca n't be legal, there are, we're his family

Alan take that piece of paper and shove it up your ass and get out. And you cops, out!

No, we need to talk and we need to fight this thing and we're not going anywhere. GET OUT! We're the Thrombeys goddammit! This is still our house!

You little bitch. Did you know about this? What did you do to him to make this happen, were you two what were you boinking my father?

Harlan started with a rusty Smith- Corona, built himself into one of the bestselling mystery writers of all time.

I guess. Harlan hired her to be around, take care of whatever medical needs pop up, but really she's like part of the family.

Good kid, been a good friend to Harlan. Her family's from Paraguay. Linda really likes her work ethic.

Walt does n't run shit! There are no film or TV rights, Harlan's never allowed any adaptations of his books. Hates the idea.

Oh yeah! Drives Walt nuts, cause that's where the real money's at. When he gets a little Irish courage in him he'll get into it with Harlan.

He would n't leave him alone, poor guy. Harlan had to give him the hook.

I did n't hear what he said but he must have really handed him his lunch, Walt was like a wounded puppy the rest of the night.

I do n't, a screaming match? No. Joni was here too, she was early, maybe it was her, ask her.

Yes. I know - yes, ha. So. Harlan decided to finally put his mom in a nursing home. Which Linda always opposed. And I was going to wait till we were back home in Boston to tell her, so there would n't be a whole scene, but Harlan wanted me to tell her then. That was it. Sorry. Forgot.

I do n't like him no he's an asshole but maybe an asshole's what we needed oh uh-huh yeah there you go

For breaking the law. You're going to hate hearing this but it's true, America is for Americans. Marta, come here.

No, Marta your family came from Uruguay but you did it right, she did it legally, I'm saying. You work hard, and you'll earn your share from the ground up just like dad and all of us did - Marta I bet you agree with me.

No Marta do you agree, I'd like you to answer - you wan na become an American, there are legal ways to do it, but if you break the law it does n't matter if you have a good heart, you got ta face the consequences.

Then he's done what we were n't strong enough to do - this might finally make you grow up.

You're full of shit, I do n't trust this guy in the tweed suit, and Alan god bless you you're useless.

His plots, like something like `` A Thousand Knives,'' with the - I do n't want to spoil it but - the cow and the shotgun, like where do you come up with that?

Miss Cabrera, you can just wait inside - we'll be with you soon.

Lifestyle guru Joni? No. Harlan was supporting her and her daughter, she had the opposite of a motive.

And she bumps him off for the inheritance? Come. On! Have you seen her insta? She's an influencer.

So I guess we can rule out Ransom, he was n't there. And Marta, Harlan was alive after she left. But Meg got home during the time of death window.

You know all these statues that you see around here - they are all straight out of his series the `` menagerie tragedy series'', pretty cool.

Mystery and horror memorabilia scattered on the shelves . Linda sits opposite three men : LIEUTENANT ELLIOTT , in his 30s , in a working suit . Very good at his job . The young Trooper Wagner stands behind him . Sitting back behind both of them , almost blending into the background , is a slight man in a linen suit . Legs and arms fold sharply , like a paper crane . Silent , listening .Elliott checks his notes .

We are just going to reintroduce ourselves as a formality, I'm Detective Lieutenant Elliott, and this is Trooper Wagner. Now, I'm going to record, just makes it easier.

Alright, we're with Linda Drysdale, nee Thrombey, Harlan Thrombey's eldest daughter, in discussing the events the night of his demise, one week ago, November 8th.

So we understand that night the family had gathered to celebrate your father's eighty fifth birthday.

For the record, I'm speaking to Walt Thrombey, Harlan Thrombey's youngest son.

You live in town, right? You guys probably arrived at around the same time?

So we are with Joni Thrombey, Harlan Thrombey's... daughter in law?

Just some follow up questions, just being thorough, in order to determine the manner of death.

Mr. Blanc is not with the police department, he is not officially involved with the case but he has offered to consult. I happily obliged and I can vouch for him.

Maybe I'm a victim of my own expectations. But when the great Benoit Blanc knocks on my door, I expect it's going to be for something... if not extraordinary, at least interesting. This is an open and shut case of suicide.

And Benny we're at the point where I need to know what we're doing here.

Dramatic. But look around. The guy practically lives in a CLUE board.

You ask me to drag all these good people back for questioning, go over it all again, I do n't get it. This is a pleasant family with the usual quarrels but no possible motives for murder - where are you going?

An allowance as a motive, Blanc. She has her business. More weak sauce.

Marta took Harlan upstairs to give him his meds, Richard and Linda and Joni went right to bed. Now we do have this : the stairs leading up to Harlan's bedroom and his attic office creak horribly.

And Linda is a light sleeper. So we know every time someone took the stairs that night.

The first was when Joni heard a ka- THUNK from somewhere above her in the house.

She's concerned about Harlan, she went up to investigate. Waking Linda.

Harlan was in his attic office with Marta. He explained that they had just knocked the GO board over - that game with the grid and stones, they play it every night, and he was fine, go to bed. So she does.

Ten minutes later, Linda is woken a second time, by Marta leaving.

Walt was smoking a cigar on the porch with his son. He saw her leave and drive off, and noted the time - midnight.

Fifteen minutes later, Linda is woken for the third and final time. By someone coming down the stairs.

Harlan. Who came down for midnight snacks, which Walt tried to discourage.

Based on this, the medical examiner determined time of death to be between 12:15 and 2am. As Walt was finishing his cigar, about 12:30, Meg came home. She went straight to bed. Walt and Jacob turned in shortly after that.

Sometime later that night, undetermined but possibly near 3am, Meg woke up because the dogs were barking outside. She used the bathroom and went back to bed.

And that's it. Everyone's stories matched, every movement accounted for.

Except it was a suicide. Harlan hit both carotids, we saw from the blood blood splat patterns that they were uninterrupted. Meaning, It's almost impossible for anyone to have been around him at the time. He's the one that cut his own throat. I do n't know why we keep going over this.

Awesome. Blanc the grounds are lovely but you think what, someone broke into the house? To kill Harlan? Is that why we're out here?

Alright, Wagner let's get the boys on it, check the prints, tape off this area, keep it clear.

They're doing the will reading at ten, whole family will be here soon.

I'm Lieutenant Elliott, this is officer Wagner, we'd like to ask you a few questions about the night of

He's gently requesting, I'm ordering. Nobody move until we figure this out.

Five AM, security systems here was all triggered. It went up quick. Blood stores, records, all gone. No employees around, thank god.

And speaking of security, the security tape from the Thrombey residence was scrambled. For some reason.

That was the dumbest car chase of all time. Put your hands down.

Warmly lit , classic rock playing , food laid out . Linda and Richard mingle happily with the rest of the family ( who we 'll meet shortly . )At the snack table wearing a dozen coats , a woman who might be three hundred years old . She pounds down chips and dip like a machine .RANSOM DRYSDALE , roguishly handsome in his early 30s , breezes out the side door , past Greatnana .

The strange man in the linen suit taps a piano key , as if reminding to ask him something .She raises a questioning finger to ask about the man but LIEUTENANT ELLIOTT Okay and you and your husband Richard work for a real estate firm in Boston ?CUT TO : Richard in the chair Linda was in , giving his statement .

Harlan Thrombey , surrounded by his family , Richard and Linda flanking him , a birthday cake with candles . All smiles .

Richard makes a `` ... sure '' face .CUT TO :WALT THROMBEY now sits in the questioning chair . Late 40s , softly obsequious in a sweater and loafers . His leg is in a cast .TAP from the linen suit man 's finger .Walt looks at Linen suit , thrown .

Yeah. It's my - it's our, it's the family's publishing company, dad trusts me to run it. 30 languages, over 80 million copies sold. A real legacy. You guys fans?

Dad said the plots just popped into his head fully formed, that was the easy part for him -

I mean. We're all gutted but I'm happy we got that night with him. To be by his side, to think about our books and what we've accomplished with them, it's like I can still feel his hand on my shoulder.

So by `` manner of death'' you mean if he was killed. If one of us killed him. One of his family?

What? Richard said what? Jesus. No, we did n't get `` into it.''

The Netflix guys, their business affairs guy sent over something, hard numbers this time, and I think - this is a window, it's not going to last and you should just look at these numbers

Dad you put me in charge of our books let me be in charge, let me do this! Please.

We talked, we had a business discussion, about e-books, Jesus, it was nothing. You want to talk about an argument, hell Ransom had an argument with him.

But he's always been the black sheep of the family, and I'm not, I, I keep stuff like this in the family, but with Ransom, he's never had a job. But dad for some unknown reason has always supported him, they've got this love hate bond. They fight. But that night, god. They had a blow out.

We could n't make it out, but it was huge. And it was strange they went in another room to do it - they usually love stoking up drama in front of the whole family.

Hey sis. People are going to start getting here for the memorial pretty soon. Are you- Are you alright?

We talked it over and the whole family, we want to take care of you.

Financially, we want to help you out. You were never anything but good to dad. Because of that, you can count on us.

I thought you should have been at the funeral, by the way. I was outvoted.

Funny Ransom, you skipped the funeral but you're early for the will reading.

It's funny you're here at all. Why are you even bothering, that's what I want to know.

It means dad finally came to his senses and cut this worthless lazy brat out of the will.

And you better sell your little Beamer and you better give your notice at that country club and kick whatever fashion drugs you're on cause if you think after the bridges you've burned, the shit you've said and what you've put this family through for the past ten years that any of us are going to support you, are going to give you like dad used to say a single red dime you're nuts.

We're his family, Alan he obviously was n't, something - I do n't know what but something was n't right here

This is n't what dad wanted, this is n't fair but we can work this out

If Marta was manipulating dad somehow, if we found out that she had

You're still very important to all of us, I want you to know that.

it is n't from us. Maybe just local lawyers and accountants who saw the news and want to jump on it, I'd be careful of it all.

Well. Harlan has put you in a very hard position here. It was unfair of him.

You see what this kicks up with the press and the scrutiny, and we know... with your mother...

This is n't about who - you're missing the point, we're not attacking you with this. Marta if your mom came here illegally, criminally, if you come into this inheritance with the scrutiny that entails I'd be afraid that could come to light. That's what we're all trying to avoid here. We can protect you from that happening, or if it happens.

Yes. The right lawyers, none of those local guys but New York lawyers, DC lawyers, enough resources put towards it, yes. But there's no need it should ever even come up. But yes.

Walt laughing and mingling with his nervous wife DONNA .Richard backs up into Donna , who YELPS in fear and throws her martini in the air . Richard jumps , but Walt does n't even register it .His angry looking son JACOB , who is always on his phone .

The exact same moment we saw with Richard and Linda of Harlan in front of the birthday cake - but now it 's Walt , Donna and Jacob next to Harlan .

CUT TO :JONI THROMBEY in the chair . A striking woman , tall and boho chic in chunky jewelry and a flowy dress .

Mm. I was married to his son Neil, We had one daughter, Meg, and then Neil passed on fifteen years ago.

Oh they're my family. I feel simultaneously freed by and supported by them, that balance of opposites is the nugget of Flam.

I forgive you, yes, it's skin care but it promotes a total lifestyle. Self sufficiency with an acknowledgment of human need. That's Flam, but it's also Harlan. He got me and Meg through some tough times.

If I could - pause - because I, who is that guy? And why are we doing all this? Again?

Wait a minute - I read a tweet about a New Yorker article about you. The last of the gentlemen sleuths? You solved that case with the tennis champ - you're famous!

The school has n't got the check yet, I do n't know why Alan did n't mail it

Please you do n't understand HARLAN I know it'll hurt but it's for the best.

Just a money wiring issue. With the office at the school. So I had to ask Harlan to cut a check for this semester. No big deal.

Ok. And maybe we can talk tomorrow about the, uh, the thing with HARLAN Yes. Tomorrow.

Oh god. Yeah an asshole's what Germany needed in nineteen thirty ever

Oh god really - yeah it's not a race thing yeah Oh yeah, if the Swiss were clogging in the streets - They're putting. Children. In cages. I mean these are camps.

For wanting a better life for their kids, is n't that what America

It wo n't be easy for you but it'll be good. Nothing good is ever easy.

You need to tell us everything you know about this and we need to talk about this,

It's if someone is convicted of killing the person they ca n't get their inheritance.

Detective Blank. You said that the investigation is continuing. You made a point of that. Do you suspect foul play?

No, this was not him. He loved us, he wanted us taken care of. He wanted you to have an education.

Tap .Joni looks at the linen suit man .Cut back to Walt in the chair .CUT TO :Richard in the chair . He does n't buy it .He points at linen suit . Elliott takes a breath .Joni in the chair .Linda in the chair .Elliott and Wagner turn back to Blanc , who leans forward slightly and speaks in the gentlest southern lilt you have ever heard in your life .Elliott and Wagner turn nervously back to Linda . She does n't look thrilled . Cut to Richard .Blanc begins idly playing with a silver dollar .

I can not say, but let me assure you this : my presence will be ornamental. You will find me a respectful, quiet, passive observer. Of the truth.

Nearly. Harlan's nurse. She was at the party in a professional capacity?

May I just - and then I'll recede, but as a self made man myself I have to express my admiration for how you've followed in your father's footsteps.

Just marvelous. The whole family too. Joni with her things, Walt with his publishing empire.

But surely Walt runs the merchandising, adaptations, film and television rights...

I'm just trying to get an accurate impression - Harlan took you aside at the party, when you returned you were chastened, what did Harlan say to you?

Speaking of getting into it, you were at the house early to help the caterer set up. Did you converse with Harlan at that time?

You see, I spoke with the caterer this morning. She did n't see you helping her staff, but she did hear Harlan in a screaming match with someone that afternoon. In his study.

Miss Cabrera, I been doing a little poking, you're hired on a part time basis as a registered nurse, yes?

Yes. Marta we were just discussing possible motives in the family. I suspect Harlan has told you much unfiltered truth about each of them, and a little bird has told me, how shall I put this delicately? You have a regurgitive reaction to mistruthin'.

Quite something. But I was obviously right, Richard is having an affair, his father in law found out and confronted him. `` You tell her. Or I will.''

And if that support was threatened? Miss Cabrera one moment please

Miss Cabrera, was Harlan planning on cutting off Joni's allowance?

Meg said Harlan pays the school directly, Joni says he sends the money to her. Both were true, she was pocketing the double payment, Harlan found out and cut her off without a cent. Yes?

But there was something else. Harlan had turned Walter down before regarding film rights, but that night something Harlan said shook him. We look at the pattern, Harlan was cleaning house. I wonder...

You've been very patient my friend, and you are right, none of these weak alibis and domestic squibbles answer your question : why is Benoit Blanc here? But now I will tell you why.

I am here because this morning someone dodged one very important question.

I. Do. Not. Know. An envelope of cash showed up at my apartment yesterday, with the news clipping of Thrombey's death.

So somebody suspects foul play, but goes through this ha cha dance of hiring me, of staying anonymous. It makes no damn sense. Compels me though.

And as we've seen this morning, everyone can lie. Well. Almost everyone.

Ms. Cabrera, we've kept you waiting all afternoon because I wanted to hear from you last. I wanted to have the entire picture of the evening in my head. Your piece of it is at its very center. So please, take your time. You took Mr. Thrombey upstairs at 11:30. And left at midnight. Think very carefully. And with as much detail as possible, tell us what happened in that half hour.

He knew my father who was a police detective. Years ago. My father respected Harlan. That says quite a lot.

Here now here? No. I stayed hoping to speak to you a little more.

Something is afoot with this whole affair. I know it, and I believe you know it.

Harlan's detectives they dig, they rifle and root, truffle pigs. I anticipate the terminus of gravity's rainbow.

Neither have I. Nobody has. But I like the title. It describes the path of a projectile, determined by natural law. Voila, my method. I observe the facts without biases of the head or heart, I determine the arc's path, stroll leisurely to its terminus, and the truth falls at my feet.

The medical examiner was ready to rule this a suicide, but Elliott agreed to keep it pending for forty eight hours. Tomorrow morning I search the grounds and the house, begin my investigation. I want you to be by my side for it. My confidant, my eyes and ears.

I trust your kind heart. Also you are the only one who had nothing to gain from Harlan's death. So. Watson.

And yet. Be it cruel or comforting, this machine unerringly arrives at the truth. That's what it does.

Ten Kenoak. That's a pleasant thing to say. kenoak. I awoke amid Kenoak.

Mud - has it rained the past week? No - Nobody move! Freeze! Everyone! These footprints must not be disturbed!

No no no no do n't - do n't step on the, ok, alright. Aughhhhh ok.

You think it'll be like a game show. No. Imagine a community theater performance of a tax return.

Traces of dried mud. I suspect they go the length of the hallway.

Analyze this mud. It will match these traces, and you will find similar samples leading up the trellis on the side of the house.

On the night of the party, somebody who did not want to be heard climbing the steps went to a great deal of trouble to break into Harlan Thrombey's rooms. The game is afoot, eh Watson?

Excuse me Mr. Stevens. As to that, ladies and gentlemen, I'd like to gently request you all remain in town until the investigation is completed. Should n't be more than two days.

I think heads have to cool a little, and in the meanwhile I'd maybe run.

There is much that remains unclear. But yes. I suspect foul play.

Why is grief the providence of youth? I do n't know. But I'd imagine that age deepens all feelings. Including grief. This was a long walk to offering condolences for the loss of your son. And asking you if it is n't presumptuous of me to not think too harshly of your family, if I am as I suspect the first to console you. They're young are n't they.

One thing I do assume of age is weariness. Damned if I do n't get more tired every day. Tired of what I do. Following arcs, like lobbed rocks. The inevitability of truth. But the complexity and the gray lies not in the truth but what you do with the truth once you have it.

I think you have something you want to tell me. I think you're very perceptive and very capable of telling me what you saw the night of your son's party. But I'll happily wait. I'm in no rush. I find it quite pleasant. Sitting here with you.

I spoke to Wanetta Thrombey, Greatnana. The night of the party she saw someone climb the trellis to the third floor.

`` Ransom came back'' she said. I do n't know what he came back to do, but we'll find out.

Let's go to the police station, I want a full run down of everything he said to you, and I can catch you up on where we're at.

Strange case from the start. A case with a hole in the middle. A donut. I'm just talking through my process here, let me know if this is boring.

Desperate motives, the mystery of who hired me, the impossibility of the crime, and yet -

A donut! One central piece, and if it reveals itself the fog would lift, the arc would resolve, the slinky become unkinked MARTA Do you mind if I stop for a second. I need to pick something up. It will be very quick.

Sometimes I stand in the middle of the room... not going left... not going right...

Alright my friend, thank you for the update. No I'm here with her. No need for that, I'll bring her in once we get word that the housekeeper is stable. It's still touch and go.

Young Ransom just told Lieutenant Elliott everything. Who just told me everything.

We'll round up the Thrombeys at the house, along with a police escort.

You can tell me your whole story on the drive over. I want no more surprises.

To be fair you're a pretty lousy murderer. Perhaps we deserve each other.

Excuse me. You have not been good to her. You have all treated her like shit to steal back a fortune that you lost and she deserves. You're a pack of bloody vultures at the feast, but you're not getting bailed out, not this time.

Ms. Cabrera has decided definitively not to renounce the inheritance.

Furthermore it will be my professional recommendation to the local authorities that the manner of death in the case of Harlan Thrombey is ruled as suicide, and the case is closed.

Please keep the family out of this room and get them out of the house if you can. But stand by with your additional officer.

Yes you did, yes he did, yes you are, but. But. I spoke in the car about the hole at the center of this donut. And yes, what you and Harlan did that fateful night seems at first glance to fill that hole perfectly. A donut hole in the donut's hole. But we must look a little closer. And when we do, we see that the donut hole has a hole in its center - it is not a donut hole at all but a smaller donut with its own hole, and our donut is not whole at all!

I was hired before the sealed will was read. Yes, the person must have known the contents of the will. But one step further - that same person must have known a crime was committed, and further, if the intent was to reverse Marta's inheritance, they must have known that Marta was responsible.

An intriguing combination of factors. Someone who knew what Marta did, wanted to expose it, but could not reveal how they knew.

They would have had no reason to not speak up. No. The answer is not so simple.

Now with the entire solution in my field of view, the arc of this case is a tragedy of errors. And Marta, it will not be easy to hear. But there is at least one truly guilty party behind it all, guilty in the true sense of acting with malice, and committing a heinous crime with selfish intent.

We'll get to that. But first, Mr. Hugh Ransom Drysdale, you might tell us all why you hired me.

You're right, let's back up. To the night of the party. Your argument with Harlan. What were the overheard words by the Nazi child masturbating in the bathroom - `` my will'' and `` I'm warning you.'' You and Harlan were `` drama mamas,'' you shared a love of twisting the knife into one another. I do n't believe he would have slipped it in halfway - no, I submit that Harlan told you everything.

Marta, remind me what Ransom said his conversation with Harlan ended with.

And I asked myself - Marta? Why would the topic of the will have steered around to Marta? There is one obvious explanation...

Granted. But it's the only way what comes next makes sense. So you storm out, you drive off into the night. You tell Marta later of what was it, feeling an overwhelming sense of...

Marta. The will. Harlan. `` You wo n't get away with this.'' Do for yourself. And a plan forms.

You sneak in, up the trellis so as not to be seen by the rest of the family, who are still having their party downstairs.

What you need to do will take moments. But it is essential you are alone, and undetected.

You knew the medications Harlan took. You knew what Marta would be injecting him with that night. And you knew if Marta was responsible for his death, even unintentionally, the slayer rule would nullify the changed will, and you would get your share back.

You use the syringes in the kit to switch the liquids in the two medication vials. And as a final precaution, you take the Naloxone, the life saving antidote.

The correct doses. Yes. But not accidentally. I taped over the labels of these two vials.

The vials themselves are identical. How did you know that this was the morphine?

You knew because there is the slightest, almost imperceptible difference of tincture and viscosity between the liquids. You knew because you had done it a hundred times. You gave him the correct medication. Because you are a good nurse.

His blood was normal. The cause of death was truly, solely suicide, and you are guilty of nothing but some damage to the trellis and a few amateur theatrics. In fact if he had listened to you, he would be alive today.

A twisted web, and we are not finished untangling it. Not yet. Marta when Greatnana spotted you climbing down the trellis she said

Not a shred no, just as we have no real proof of Marta's mixing up the vials so it's your word against -

Ah right, we do have that. If you'll indulge me, I'd like to spin a little further.

Much later that night you would have to come back to the house, to break back in and retrieve the incriminating tampered vials.

However, this time the dogs were outside. They barked. Waking Meg.

But tomorrow brings news not of a medical error and guilty nurse, but of a slit throat and suicide!?

Now the circumstances are perfect for the anonymous hiring of a me : you know a crime has been committed by Marta, you need her to be caught for it, you can not reveal how you know.

The body was discovered early the next morning. The police, the medical examiners, the family, everyone swarms in,

and there is no possible way you can get to Marta's medical bag to remove the vials. You must wait for your moment, when the investigation is over and you know the house will be empty. And that is why you missed the funeral.

there is no one home to wonder why you're going into Harlan's study. Or so you think.

Poor Fran. She witnessed you tampering with Harlan's medication in the medical bag. She did not know what you were doing. But she knew you were up to no good. And so her mind begins to turn.

She loved Harlan. She hates Ransom. So the poor girl decides to test her theory and make this asshole pay. She gets a copy of the toxicology report, I will be honest I have no idea how

Well voila. The numbers mean nothing to her, but if Ransom is guilty its existence is a threat, so she photocopies the header and makes her blackmail note.

And when Ransom first gets it, what is his reaction? Elation! He still thinks Marta gave Harlan the tampered drugs! A blood tox report will prove Marta's guilt!

He goes to the will reading in high spirits, ready to see the family tear themselves apart, secure in the knowledge that it will all be undone when the tox report comes to light. And then...

Marta's confession. And everything turns on its head. Now he realizes that Marta has committed no crime, and the tox report will prove her innocence. The changed will is going to stand. He has lost. Unless.

You have come this far. Just one step further. Just one last act, in for a penny, in for a pound. You decide. You are in.

Send Marta the anonymous email with a late morning rendezvous time,

Now the board is set. Marta will get the blackmail note. You will put the pieces together for her - the tox report, her one chance at getting away with it all. You'll guide her to the rendezvous. You'll make an anonymous call to the police, they will catch her there with the body and the burned evidence. Marta will be arrested for killing Fran... and Harlan.

It would have worked. If we had n't brought you in for questioning, so you could not make your anonymous call. And if Fran had not stashed a safety copy of the tox report.

By having a kind heart. By saving Fran's life, though it meant her losing the inheritance and going to jail. She did n't play your game, she saved Fran's life.

Oh yes. Fran, who will confirm this fairy story or something close to it.

Trooper Wagner, if you would keep Mr. Drysdale in custody while Lieutenant Elliott, Ms. Cabrera and myself go to the hospital to take Fran's statement.

Harlan bought this house in the eighties. From a Pakistani real estate baron.

I want you to remember something very important : you won not by playing the game Harlan's way, but yours.

I have my own opinion. But I have a feeling you'll follow your heart.

The family is engaged in an animated discussion , Marta standing on the outskirts .Richard beckons with his cake , calls Marta into the discussion , into the circle of the family .

Wagner gives him a smile to show he got the reference .Cut to Linda back in the chair .Blanc pauses . Does n't push anything . Just waits a moment .Linda squints , narrowing her eyes on Blanc . Softly :Richard in the chair .

Walt with a drink in his hand has cornered Harlan . Richard watches across the room as Walt goes from arguing to pleading .Harlan has had enough , he takes Walt 's arm and leads him into the drawing room for a private talk .

Walt in the chair , indignant .Walt starts to open his mouth , hesitates . Off his frightened face we FLASH BACK :

Walt , drunk , Harlan guiding him firmly into the shadows .Harlan pats his face , then leaves him shell shocked .

They're not our books, son. They're my books. And this is not how I wanted to have this conversation but, you're right, it's unfair of me to keep you tethered to something that is n't yours to control.

I've done you a grave disservice all these years, I've kept you from building something of your own, that's yours. You're not going to run the publishing house anymore. You are free of it.

We'll talk about details tomorrow. But my mind's made up. Good boy.

I know my daughter. She'd want to know. I've put it all in this letter to her, tomorrow she gets it.

Alan did n't mail it because he caught a discrepancy. Alan's office has been wiring tuition directly to the school, as per your request. But Phyllis's office that handles your yearly allowance has been wiring the tuition money directly to you as well. As per your request. You've been double dipping Meg's tuition, stealing from me. A hundred thousand dollars a year. For the past four years.

I'm writing this tuition check, then that is the last money you or Meg will get from me.

Why do men instinctively pull at loose threads on their parachutes?

If you're going to put that vile shit in me you will have to earn it. On my birthday.

It's basically over. My only hope is that an earthquake will strike. But what are the chances -

No. But I did it. Cut the line on all four of them. It was not easy. This goddamn fortune. Sometimes I think, everything I've given my family, I've done, maybe without knowing it, maybe, to keep them beneath me. I should have what... maybe, I do n't know. Encouraged Walt to write his own stories, not just be a caretaker of mine. Like you said I should. Been a father, not just a provider, to Joni. Like you've also said. I should have been kinder to Linda. And Ransom.

Jesus there's so much me in that kid. Confident, stupid, I dunno. Protected. Playing life like a game without consequence, till you ca n't tell the difference between a stage prop and a real knife.

I do n't fear death. But god I'd like to fix some of this before I go. Close the book with a flourish. I guess we'll see.

Send me to lala land. Why did I wait till my mid eighties to become a morphine user, what a schmuck, what a nud-nig, this stuff's the best.

Well no pressure. You know that's an interesting, efficient method for murder, I need to write that down.

So if someone switched the meds on purpose I'd be dead in ten minutes, like stone cold dead?

From the time of injection, so eightish now. And even if the victim called an ambulance when he first felt symptoms, if he was at a country home like this one... where the ambulance takes fifteen minutes to arrive, it would be too late. If the victim did n't have this emergency Naxostuff.

Stop. Stop stop, Marta listen there is n't time stop now stop She goes for her cell phone across the room and Harlan stops her - they trip and fall to the ground with a KA-THUNK.

Marta it's too late it is over, it's too late I am dead listen. LISTEN.

Listen. If what you said is true I am gone, there's no saving me, we have six minutes. There is one last thing I need to do in this world, and only you can help me do it. But you need to trust me and do everything I say.

Get you out of this. Think of your mom - please trust me, we have to make this look ironclad like it ca n't have been your fault. You. Ca n't. Have done this.

Oh yes we just, I just knocked over the GO board, sorry about that.

Pay attention now, your mom is still undocumented, if this is your fault she'll be found out and at best deported, your family will be broken.

But we're not going to let that happen. I have a plan, it's not going to be easy but you have to do exactly what I tell you. Will you do this Marta? This last thing. For me, and for your family.

Drive out the gate, then to avoid the security cameras, pull off the road BEFORE the carved elephant.

You've got to get up to the third floor without being seen, and the only way is to climb the side trellis and come in through the trick hall window.

We need to make this so airtight your average cop will entirely dismiss you as a suspect. This seems crazy but it will work.

You were seen leaving, the security cameras show you driving off, and twenty minutes later I am seen alive and well by my son.

Drive home. Sometime in the next few days the police will question you.

I know I missed something... there's going to be something I missed. But I know you can beat it. Without losing your soul you have to do what you have to do to beat this, and win.

Do what I say and everything's going to be ok, Marta. I promise.

... to avoid the security cameras, pull off the road AFTER the carved elephant.

Not a red dime or word of my work to a single one of them, you included.

I'm sane for the first time in my life and I've done it I've made the change to my will it's done

Back to Walt 's hesitating face . The briefest of moments has passed . Walt lies :

The family having a conversation , everyone but Harlan , Jacob and Ransom . It grinds to a halt as through the door to Harlan 's study indistinct shouting booms .Ransom bursts out of the doors and storms out of the party , past Greatnana .

A CATERER walks through with a platter . Pauses , hears shouting through the wall .

For a just a split second , Richard considers what he is going to say . In the second , we FLASH BACK :

Harlan showing Richard photos on a laptop . Long lens photos , of Richard kissing a woman who is not Linda . Richard glares at it , Harlan turns an old baseball over in his hands .Harlan holds up a sealed small envelope with flowery embroidery , `` L '' written on the front .Harlan slams the baseball down on the desk .

Back to Richard . He grins , snaps his fingers .Joni in the chair .Joni stops , smelling something in the air . She 's about to ask about it but -Joni hesitates , we FLASH BACK :

Harlan at his desk , toying with the same old baseball . This is a thing he does at his desk . Joni standing , arms crossed .Harlan shows Joni a letter from his business manager , with transaction receipts attached .Harlan opens his ledger , hand writes a check .Joni 's speechless , her face frozen . Harlan puts the baseball down and detaches the check , holds it out to her .

Joni comes out into the foyer from the library , obviously rattled . She pulls it together quick when Linda comes down the stairs .

Alone , Richard waits very still for Linda 's footsteps to walk away , then when he knows she 's not coming in he furtively rifles through desk drawers , finding various ridiculous ephemera . He finds a small locked drawer , jimmies it open with a letter opener . Inside - the small pink envelope Harlan threatened him with in his flashback . He rips it open , pulls out the card inside . It is blank . Richard almost laughs . Drops it onto the desk .He spots Harlan 's old baseball . Grabs it , spitefully chucks it out the open window .

Blanc , Elliott and Wagner stroll long the wide lawn beside the house . Blanc ignites a long thin cigar .Blanc notices the OLD BASEBALL lying in the grass . He picks it up idly .

Marta sits alone , across from a portrait of Harlan . Muffled voices out on the patio . Cigar smoke drifts by outside . She creeps over to the glass door . Puts her ear to it .At that moment , BLANC 's face appears right next to Marta 's staring right at her through the distorted glass . She yelps and falls back .

Blanc opens the glass door . Marta steps back sheepishly , but with a warm nod Blanc beckons for her to join them .Blanc smiles at the girl , genuinely touched .Marta is stunned . She FLASHES BACK TO :

She reads , Harlan sits at his laptop , heavy with sadness .Harlan spins his laptop towards her - the Richard photos .

Back to our scene . Marta looks queasy , tries to stall .She struggles , her jaw clenched , face working hard , then attempts -And immediately VOMITS into a nearby planter .They all rush to her , Blanc brings water , awfully concerned .Blanc takes the shortest acceptable beat of concern before turning to Elliott .Marta gives a weak thumbs up , recoveringMarta tries to quietly slip back into the houseOff Marta 's `` oh god no '' face :

Even if that was right, protecting his marriage is weak sauce as a motive.

Harlan looking at the letter from his business manager , with the transaction receipts . He sighs heavily .He hands her the letter .

Marta 's face works against impending nausea .But Blanc presses .Marta starts to shake her head no , but her throat convulses . She nods . Blanc hands her a glass of water .Blanc idly scratches a spot on the side of his neck .She steps back in , grateful . Blanc to Elliott :Blanc indicates with his fingers - several inches thick .Elliott hesitates , but Blanc 's got him hooked . He flips open his notebook . Blanc leans back , closes his eyes .

Marta and Harlan vanish up the stairs towards the third floor , while Richard and Linda head into the bedroom right next to the stairs . Down the hallway Joni waves , and ducks into another bedroom .

Joni has decorated the room with colorful silks and candles . She is in lotus position on her bed , meditating .Ka-THUNK ! Joni looks up at the ceiling .

Joni knocks on the door of Harlan 's attic office . It opens , and Harlan answers . In the room behind him we see Marta , her back turned , preparing a hypo needle .The spilled GO board on the floor . Joni kisses Harlan on the cheek , goes . He shuts the door .

Linda has just gotten back to sleep .CREAK CREAK CREAK ! Linda wakes , supremely annoyed .

Walt and Jacob sit on the porch , Walt with a cigar , Jacob with his phone . Marta trots through , saying goodbye .Walt glances at his watch . Midnight .

Linda with a pillow over her head .CREAK CREAK CREAK ! Linda wakes . You 've got ta be kidding me .

Walt , still smoking with Jacob , spots Harlan through the glazed glass , coming down the stairs in the foyer .Through the glazed glass , Harlan goes back up the stairs .Meg pulls up , trots past Walt and Jacob and inside .

Elliott snaps the notebook closed .Blanc scratches that same spot on the side of his neck .Blanc seems intrigued by this .

Marta in the chair . She shifts , uncomfortable . Blanc , Elliott and Wagner in their normal places .Marta is very still . A moment of silence . Blanc flips his silver dollar into the air . She does not say a word , but in that moment while the coin hangs in the air we FLASH BACK with her to :

The night of the party . A clock on a nightstand : 11:32 . Off screen we hear Marta leading Harlan up the creaky stairs .Marta enters the room , and behind her we see Harlan keep climbing up the narrow stairs to his office .She grabs a med kit from the bedroom and follows him , exasperated .

Harlan sits , setting up a GO board . Marta enters .Marta puts two vials and a pill box on the GO board . She pulls out two plastic wrapped hypodermics .She sits and they start clacking white and black stones on the board .They play fast , and Marta is obviously winning .Harlan starts shaking the table with his knee . He looks around , startled . Marta just stares at him , deadpan .He tips the whole table and the GO board and med vials and syringe and med kit fall to the soft rug . Things spill out of the kit . A mess . Marta just shakes her head .She retrieves the vials and loads a syringe from one of them . Harlan rolls up his sleeve revealing a pre-inserted catheter . He crosses to close the room 's only small window .She hooks the syringe up to the catheter and slowly injects him bit by bit while he talks .Harlan takes a curved ornamental dagger from a display mount , turns it over in his hands .He stabs it into the desk , sharp and real . Leaves it there .She loads the second syringe from the second vial .She pulls the needle from the second vial ... then sees the label . Freezes . Blinks at it .She snatches up the first vial she just injected him from . Compares the label to the one she just picked up . They 're similar but not the same .She immediately pulls an EMERGENCY KIT from a nearby shelf , starts calmly but quickly going through its contents .He gets a little notebook and scribbles while she checks and rechecks the kit contents with increasing urgency .He watches her . She 's now digging around the carpet , looking under the couch . She dumps the entire contents of the kit out and is now frantically going through it . A bead of sweat rolls down Harlan 's brow .They look at each other for a second . She 's panicked . He 's thinking .She picks up a landline phone on the table , dials 911 with shaking hands - Before it can even ring , the line goes dead . She looks , unbelieving : Harlan 's finger is on the cradle . His eyes are locked with hers , serious and certain .He actually puts his hand over her mouth .CREAK on the stairs outside .A knock on the door .Harlan and Marta stand . She 's dazed , deer in the headlights , but he 's focused and sharp . He turns her away from the door .Harlan opens the door . While he gets rid of Joni we stick with Marta , who stands stock still , tears running down her face , eyes wild - what does she do ?Harlan shuts the door . Looks at the knife still sticking in the desk . Then takes Marta 's shoulders , looks in her eyes .A new kind of fear in Marta 's eyes .She 's terrified . But she nods .

Walt smoking and Jacob .Marta exits quickly , down to her car .Walt checks his watch .

She drives out the guard gate and down the private road .Up ahead - a weathered wood carved elephant statue .She yanks the wheel and pulls off BEFORE the statue .

Marta trudges away from the parked car , tree branches catching her hair .

A waist-high stone wall with a little pedestrian gate . The house up ahead . Marta goes through the gate and up towards the house .The DOGS sprint down the moonlit yard from the house towards Marta .The dogs stop at Marta and lick her hand .

Marta looks up the side of the looming house . A sturdy trellis on the wall , and high above a third story window .Cut to : moments later , Marta climbing the trellis . It 's easy going until a piece BREAKS under her foot , and she swings for a second by one hand .

What appears to be a dead end hallway , with a painting at the end . BUT suddenly the end wall swings away like a door , revealing a WINDOW behind it . Marta heaves her way in through it , and steps lightly into Harlan 's bedroom .

Marta in the robe , pulling the cap on , tucking her hair under it .

Marta , in Harlan 's robe and cap , creeps down the creaky stairs , then keeps going down .

Marta come down the stairs , and sees the outline of Walt and Jacob outside through the glazed window windows .She holds her breath , a deer in the headlights .Marta heads right back up the stairs .

Marta shimmies down the last of the trellis .She hops to the ground , then FREEZES and almost shouts . She 's facing a darkened first floor window . Wide open . And inside it , staring RIGHT AT her , is Greatnana . Marta is frozen . Greatnana is n't moving either . Just has her eyes locked on Marta . After what seems like forever , Greatnana cocks her head slightly and asks ...Marta breathes . And backs away . Then turns and goes , quickly , down across the lawn .

Blanc catches his coin . Lieutenant Elliott and Trooper Wagner look up at Marta , expectant . Just a brief moment has passed since we left them .Marta chooses her words very carefully :Uh oh . Marta keeps it solid . Superhuman effort .The three men nod . Blanc holds Marta 's gaze . She holds it right back . Then he smiles .

Marta walks calmly out of the library . Then across the foyer into a small door .

Marta walks in , closes the door behind her , locks it , turns on both the taps , and PUKES into the toilet .

Linda stands in her childhood room , by the window in the ebbing light . From a shelf she pulls a stack of PINK NOTECARDS , identical to the one Harlan showed Richard in his office . But these are covered in writing , sweet little notes , a father to his daughter .She looks up . Walt in the doorway . She wipes her eyes , indicates the notes .Her little brother hugs her . His eyes tired and dark .

HARLAN THROMBEY - his portrait , with an ambiguous look on his face . Marta . Soda water in hand at the reception that night . Staring shell shocked at Harlan . The reception for friends of the family . Tables of food . Twenty or thirty people milling , in dark tasteful clothes , with the whole Thrombey family . A tearful Fran has cornered Marta , talks through sobs :As Fran 's talking , Marta looks at the room of family members , gathered around talking . She FLASHES BACK to :

NIGHT OF THE PARTY Harlan and Ransom go off together to have a private talk , leaving the family having a heated conversation in the living room .Marta stays on the outskirts . Fran , with a tray of champagne flutes :Marta checks her watch . Meanwhile Donna , who 's had a few , is tearing into the family fight .Richard beckons her over , waving his cake plate . We 've seen this moment before , silent , during Richard 's questioning .Marta is drawn over next to Richard , very uncomfortable .At that moment booming shouts begin behind the study door - Harlan and Ransom going at it . Ransom bursts out . Marta takes the opportunity to slip into the hallway , alone . She breathes hard . Takes a champagne flute from the tray . Drinks it in one gulp .

We're losing our way of life and our culture, there's millions of Mexicans coming and this is n't Joni do n't make this a race thing, I'd say the same thing if they were European immigrants - we allow them in and they think they own what's ours

END FLASHBACK . Marta in the same spot , Fran still talking her ear off . The room sways . Marta sucks in breath , sways , and braces herself against the wall .Meg runs over , rubs her back .

Empty and dark , fireplace blazing . Above the fireplace is an ornate mantle clock . Fran uses a key to unlock one of several tiny drawers hidden in its face , takes out a joint and hands it to Meg .Fran leaves them alone .She refuses the joint , then realizes where it came from .

Walt yells at a non responsive , bored Greatnana .Meg grabs Walt , pulls him to Marta .Walt embraces her , Meg puts a hand on her back . Over Walt 's shoulder , Marta sees Harlan 's portrait again . Has its expression changed ? It looks like it has a slight conspiratorial smile . Marta breathes - maybe this is all going to be ok .

Later . Marta comes out to get some air . Exhales deeply . And then jumps - she 's not alone . Benoit Blanc sits in a wicker chair in the dark , smoking a long thin cigar .Silence . Blanc smokes and stares at Marta . Marta shifts .Blank puts out his cigar , stands .He does a little bow .Marta watches him go .

Marta gets home . Her mom is on the couch , zoning out in front of the TV , still in a cleaning uniform . Without a word Marta sits next to her . Stares at the TV . Off her eyes , we FLASH BACK with her :

Marta stands frozen . Soft voices of Walt and Jacob float up from downstairs . She turns back to the door . Silence . Moments going by . Shit . Can she do this ? Shit . No . She turns and pushes back into the office -

Harlan reclines on the couch in the middle of the room , ornate dagger against his throat . Marta 's eyes go wide .She makes a move to stop him and with one quick motion he DRAWS THE DAGGER across his throat . Blood sprays . She leaps back , hands to her mouth , spins and leaves the room , closing the door behind her .

Breathing hard , silent crying . Then her breathing slows . Her brain taking over . Resolve settling . The dice are thrown . She wipes her eyes . Then bounds down the stairs , out of frame .

Back to Marta and her mom on the couch . She puts her hand on Mom 's knee .They go back to watching TV . But Marta 's mind is buzzing . On her white sneaker , we see but she does not - one single drop of blood .

The gate is open , Marta 's car pulls up just inside it . The small Guard house next to the gate , Blanc , Elliott and Wagner outside it . Blanc waves to her .

Thrombey 's security man , MR PROOFROC , guides them into the cramped dusty space . Proofroc is old and salty . He shows them old photos of the house , stuck to a steel fridge with big brightly colored fruit magnets .Nothing in the room is newer than 1988 . An 8 inch CRT monitor shows a phosphorescent live feed of the road outside the gate , and a top loaded VHS VCR sits next to it .Marta notices something with alarm - the video feed shows the road outside , and at the top edge you can just barely see the carved elephant that marks the gardener 's utility road . She realizes Harlan saidMarta keeps a poker face , but.. shit .CLACK ! The tape loads into the mechanical VCR . An impossibly grainy , smeared night vision view of the road outside the gate . Time stamp : 10:02pm .Wagner does , the machine makes horrible noises and the picture frizzles and frazzles . Then stops and ejects .Marta grabs the tape from the VCR .

Fifty years I worked this estate, you know security back then meant making the rounds with a 94, keeping your ears open. Before all this modern technology.

Well the video here, I saved the tape from that night, usually I erase'em with the magnetic de-gauser, but I thought better save that one. Cause, security. That's the live feed there.

I record it SSLP, gets eight hours per tape. Nine pm to five am.

Hold the play button down and press the FF down halfway till you feel it grind.

They all hack through the overgrown gardener 's path .Marta hands Wagner the VHS tape . Then she discretely pockets something she had held in her hand next to it - a few of the bright fruit MAGNETS from Proofroc 's fridge .

The group hikes up out of the woods , towards the low wall with a small pedestrian gate that leads to the east lawn . Marta is out in front . During the following , she notices something : The earth around and under the gate is soft and bare . And clear as day : HER FOOTPRINTS from the other night , the only ones from women 's shoes . The same ones she has on now . Her breath catches . SHIT .Marta has already walked through the pedestrian gate and up onto the lawn , stepping in her pre-existing prints . She turns back , playing dumb .She trots back to them through the gate , stepping into her returning prints .Blanc sidesteps up to the gate , not stepping in the mud .The dogs come running down the lawn , barking at the men . They tear through the gate , further messing up the mud .She pets them and they quiet down .The dogs start BARKING and bolt towards the house , where Richard and Linda are pulling up in their lux SUV .Elliott heads up towards the house . Blanc meanders up the lawn , and Marta follows .They approach the side of the house . Blanc does a gentle , meandering study of the layout . Marta steals a look at the trellis she climbed . Oh no . A piece of the white lattice trellis that broke off when she was climbing - about eight inches long - lies in the grass beneath it . Her eyes dart up - yup , there 's the broken spot . Shit .Marta starts - did he spot it ? No - he 's come face to face with Greatnana , standing stock still on the porch . She stares at him like a bird .He approaches her , slowly . When his back is fully turned Marta takes her shot and KICKS the piece of trellis under some thick bushes at the base of the house . Blanc and Greatnana stare at each other . Blanc gets very close to her , great sympathy in his eyes . Greatnana stares back . It 's almost like they 're communicating . This goes on for a little too long . Then Blanc breaks from the trance , and turns to Marta .

The blood is now only a subtle dark stain , but other than that the room has been left intact from the night of the party . Marta and Wagner observe as Blanc paces the room .Blanc picks up the GO board and sets it on the table . Examines its grid idly .Blanc sighs gently , turns the baseball over in his hands . Looks like this was a bust . Blanc tips the GO board over , and it lands on the carpet with a nearly inaudible WHOMPH . He stares at it . But his concentration is broken by sharp barking outside . They go to the tiny window and look out . A DASHING MAN in his early 30s climbs out of a vintage Porsche . The dogs go NUTS , biting at his pant legs .

The man kicks off the dogs and limps toward the house , cursing . Lieutenant Elliott and Trooper Wagner step out onto the porch .He blows past them and into the house .

You gon na run me in? I do n't feel like talking. I'm distraught.

Up your ass Joni, you've got your teeth bit into this family tit so hard

As a matter of fact - Eat shit, hows that? In fact eat shit, eat shit - eat shit - Definitely eat shit. Eat shit.

You look like you're gon na pass out. Have you eaten all day? Eat.

Why. Hey, this is everything. There has to be a bigger reason why and you know it.

yeah. My mom built her business from the ground up with a million dollar loan from granddad. My dad owns none of it, and mom made him sign a prenup. He lives in fear. I know that's what granddad wanted to protect me from by doing this, and I know I should n't say this out loud but when he told me, Jesus Christ I coulda killed him.

After I left the party, though. I was driving fast, nowhere, just in the night. And I got this weird... clarity. That from here on I was going to have to do for myself. And that felt... good. The old bastard.

Marta I know three things. One : I know he did n't commit suicide.

I do n't think it. I know it. Cause I knew my granddad. So you're not going to bullshit me. Because two : I know lying makes you puke. Cause of that mafia game last fourth of July.

And three. I know that you just ate a full plate of sausage and baked beans.

So look me in the eye. And tell me what really happened to my granddad.

I always thought I was the only one who could beat Granddad at GO. I always thought that meant something.

At the party, that night, my last conversation with him, our last fight, that's what he told me, about you. That you beat him nearly every time. More than me. And I thought what a strange thing to tell me. But I think I get it now. I think it did mean something.

I'm not telling the family shit. You're not going to jail. That detective is not going to catch you. And you're not giving up the family fortune. Think about what Granddad did to see this through, this was what he wanted not just for you but for his family, and for him. And yes for you. You've come this far. Let me help you go all the way.

Because fuck my family. They do n't deserve any of this. I can help you and we can fool them all and get away with it... and then you will give me my cut of the inheritance. The perfect ending, we all win. You, me and Harlan. Deal?

Ok then. Did the detective find anything suspicious at the house?

Good. Ok. Good. Hey. You've just got ta ride the next few days out until the investigation putters out, cause it will, cause no matter how sharp this Blanc guy is he's got nothing. Relax.

OK, but this is just a photocopy of the header of a blood toxicology report, from the local crime lab. On Harlan. Marta, it would show the morphine overdose.

But what kind of blackmail scheme is this? I mean the actual evidence is sitting up the street at the crime lab. What was the point of sending you this?

Marta this means that the blackmailer has the only paper copy of the thing that can prove your guilt. You did n't get any other instructions, no phone call no email, no nothing?

You know what this means right? If you destroy that copy you are totally within the clear.

If you miss your shot at getting that tox report it's all over...

Marta I'm sorry. I told them everything, I figured it was all up. I'm sorry.

You are not this crazy. You would not just throw your fortune away

This is stoopid with two o's and you do n't have a shred of evidence, you're just spinning a fairy tale.

I want to say this just to you, not to a courtroom of cameras, just to you because you know it's the truth : we allowed you into our home. We allowed you to take care of granddad, to be part of our family and now you think you can steal it from us? You think I'm not going to fight for our birthright, our home, our ancestral family home?

Oh shut up Blanc, shut up! Shut up with that Kentucky fried fog horn rag-horn drawl. Yeah I killed Fran but I guess I did n't, so what do you have on me. Nothing What? attempted murder -

I get arson for the bombing, maybe a few other charges, with a good lawyer I'll be out before you know it.

And then you'll see just how much hell I can wreak on your life, you vicious little bitch.

Walt , Donna and Jacob ( nose in his phone ) sit around the room . Linda and Richard stand , on their phones . Ransom breezes in , bumping Donna who YELPS , startled . Elliott and Wagner follow .Ransom disappears into the kitchen , comes out eating a sleeve of pinwheel cookies . Blanc and Marta slip in . Elliott nods to Blanc .Ransom grabs Fran the housekeeper 's sleeve as she walks by .Meg and Joni have just entered , and Meg heard this .Fran walks off with a scorching look at Ransom .ALAN STEVENS , the family 's attorney , knocks and enters with an assistant , SALLY , who juggles several attache cases .They go off to the library , leaving the family all together in tense silence .They go at each other and do some half-hearted slap-fighting before Linda and Joni break them apart . Ransom 's loving this .

Hey everyone. Hey. I'm just going to set up in the other room, be ready in ten minutes.

Well. Thank you all for getting together like this, it is n't legally necessary but I thought because you're all in town and some of you are leaving soon, it would be best -

Right. Well the other reason I thought this gathering would be, uh, beneficial is that as I told Walt, Harlan altered his will one week ago. He sealed it and asked me not to submit it to the courts for probate until after his death. So in case there's any confusion about anything we're all together, we can talk. I ca n't imagine any of it will be that complicated, Harlan's assets included um

right in various cash accounts and investments, yes and of course the real assets are sole ownership of um

Um, he did write up a statement when he made the recent changes, he wanted it read first, so :

`` Some of you may be surprised by the choice I've made here. No pleasure was taken in the exclusion, and its purpose was not to sow greater discord in the family, quite the opposite. Please accept it with grace and without bitterness. But do accept it. It's for the best.''

Ok. So - oh wow, yeah, not complex at all. This'll be quick. `` I Harlan Thrombey, being of sound mind and body, yada yada, my assets both liquid and otherwise, I leave in their entirety to Marta Cabrera. My entire ownership of Blood Like Wine publishing I leave in its entirety to Marta Cabrera. The copyright of its catalog likewise I leave in its entirety to Marta Cabrera.

Sorry, there's, uh. `` Likewise the house at two Deerborn Drive and all belongings therein I leave to Marta Cabrera.

No. I do n't know how many times I can repeat the same two simple pieces of information.

If Harlan was of sound mind when he made the changes, and we've all confirmed he was

not legally no, you not liking what they did does not speak to testamentary capacity.

You need a strong case for that. You've got nothing. `` She endeared herself to him through hard work and good humor'' wo n't cut the salami.

Not even convicted, even if they're held responsible for their death in civil court

And then there was more shouting, but I also heard Ransom say `` I'm warning you.''

Jacob on the toilet , hearing non distinct yelling through a vent high in the wall . But two words poke through :

Walt raises his arms , triumphant .He just eats cookies , silent .Ransom looks around the room . Cold faces .Ransom is really slapped by this but he does n't let it show .And now everyone is shouting at each other . Blanc has heard enough . He sets the baseball down on a side table , and drifts out . Marta follows him .

Blanc breathes in the air . Marta joins him . From inside the house , the shouting continues .Fran bursts out of the living room , mutteringShe storms off around the house . A beat of thought . Then :One of the dogs bounds up the steps to Blanc .When Blanc goes to pet him , the dog drops something to his feet with a clatter . Marta freezes .It 's the piece of broken trellis . Blanc picks it up , examines it , and suddenly his eyes go sharp .

Holding the piece up as he studies the trellis that runs up the side of the house . Marta runs up beside him .He 's spotted the broken spot on the trellis . Just up from it , what looks like a boarded window .

The whole family in a screaming match , but Blanc and Marta walk through and up the stairs . Three people notice : Elliott and Wagner ( who follow ) and Ransom ( who does n't . )

Blanc looks down the `` dead end '' hallway . Marta joins him , out of breath .It 's a runner rug , and Marta delicately steps on the wood siding as she goes to the wall with the painting . And swings it open , revealing the window .Elliott and Wagner at the top of the stairs , and Blanc motions them not to approach .He drops down to his knees , removes a loupe from his jacket , and holds it in his eye . Then , his face inches from the carpet , he scans it . All the way to the window . Then stops .He motions to the base of the window sill - obvious scuffs of dried mud . Marta winces . Blanc tosses the piece of trellis to Elliott .

The whole family assembled . Marta stands in the back , with Blanc , Elliott and Trooper Wagner . Alan Stevens , Harlan 's attorney , sits at a table with papers in front of him , assistant Sally beside him .Nobody likes this .Walt 's wife puts her hand on his knee . He squeezes it , smiled tightly .Gently condescending eyes shift to Ransom . Linda sees this , puts her hand on her son 's hand , and he immediately gets up and moves to a chair in the corner . Alan 's assistant hands him an envelope and he removes a single sheet of paper with one short typed paragraph .The air around Marta 's head goes away . The room spins She 's not sure what 's happening . Blanc is looking at her . The whole family is looking at her . Walt bursts out of his chair and grabs the will WALT No .Donna begins to hyperventilate . She puts her head between her knees , breathes deep .And from the back of the room , slowly rising above the din of confusion and cursing , slowly drawing even Marta 's deer in the headlights attention ... Ransom . LAUGHING . Loud and weirdly sincerely , tears down his cheeks , laughing his head off .They do n't but Ransom slips out , his child-like laughter trailing after him .A beat of silence . Then all eyes go to Alan . Who looks down at the will . His assistant Sally points helpfully .Linda goes for Marta .Marta recoils , stumbles back .The whole family is coming towards her like zombies . Blanc takes her by the arm and steers her towards the door .

Marta stumbles out of the house in a daze . Behind her , the entirety of the family floods out after her , shouting reassurances and questions and accusations and a general din of confusion .She gets in her car and slams the door , and it 's instantly like A Hard Day 's Night - the family gathered around trying to talk through the window and rapping to get her attention . Marta keys the ignition - chug chug chug . Nothing . Oh god , not now - chug chug chug . It wo n't turn over . Richard opens the door , she pulls it closed again and locks it , this is like a horror movie . Blanc is trying to get the family to back off but no dice . Marta puts her head in her hands , all of it swirling and echoing and horrifying , she has no idea what to do . HONK ! She turns - a honking car pulls up right beside her and through the family crowd she sees Ransom in his Porsche , waving `` get in . '' With no other options she pushes out of her car and through the family and JUMPS IN with him . As he GUNS IT and careens out of the driveway he shouts back at the family with a waveAnd they 're gone . The family keeps shouting at each other . Blanc watches the Porsche recede , his expression unreadable . DING ! His phone buzzing . He checks it . His expression darkens .

Tearing down the private road , away from the house . He 's still laughing , she 's still shell shocked . Slowly , his laughter eases to a stop . A moment of silence .She shakes her head , looks at him . What the hell indeed .

Tucked into a dark corner , Marta is miserable . Ransom is bemused , but regards her closely . They sit in silence . A waitress sets a sausage plate down .She joylessly shovels food in her mouth , starving .Marta is unexpectedly effected by this . The waitress breezes by , sets an empty bowl on the table .Marta sinks back , suddenly nervous .She looks down at her empty plate . Oh no . He pushes the large empty bowl in front of her .Her lip quivers . She looks like she might attempt it . But then tears drop from her eyes .Ransom pull the bowl away , and puts his hand on hers .

Lit by a fire in the fireplace , the whole family pacing around , Alan the lawyer looking very tired seated at a table in the center of the room .All eyes turn to her . Her face is lit by her phone .All eyes turn to Blanc , who this whole time has been sitting in a chair by the fire , lost in thought .The eruption you would expect breaks out .Alan takes that as an excuse to leave .Meg rounds on her mom , speaks quietly , in tears .This leaves Meg shaken .

Beer bottles now stacked up in front of Ransom . Marta has just told Ransom everything . He stares into space , and makes the slightest hint of a laugh which I 'll write as :Nothing but silence from Ransom . Maybe he 's deep in thought . A strange glint in his eye .Marta looks at him hard .Silence . Broken by Marta 's phone ringing . On the phone ID - `` MEG T '' Marta takes a breath , looks at Ransom . And picks it up .Marta looks at Ransom . What indeed .Marta , keeping eye contact with Ransom . Then , her voice quavering , Meg drops what is for her the big bomb :

Meg on the phone . Her face horrified , mortified , barely comprehending what she 's just heard .Meg hangs up , lets the phone drop from her ear . Tears in her eyes . She turns to her whole family gathered behind her , silent and expectant .

Marta realizes the connection 's dead , holds the phone in her hand like something delicate she just broke .Ransom winces .

She wakes to a sharp rapping at her door . Her sister Alice pokes her head in , flustered .Marta lifts her head from her hands .Marta looks at her phone - 28 missed calls .

Marta stumbles in - Alice in front of the TV , mom pacing .The TV is tuned to local news - an anchor stands outside THEIR APARTMENT BUILDING .Marta looks out the blinds - several local reporters down in the streets with their vans and cameras .

... we again we do n't know much about Marta Cabrera or the exact relationship she had to Harlan Thrombey, beyond being his home nurse, and the Thrombey family has yet to release a statement...

Wagner 's prowler pulls up . Blanc gets out of the passenger side . Blanc nods to the Wagner and the officer .

Dim . By an open window stands GREATNANA . Blanc enters , she turns . They look into each others eyes .A long pause as he thinks of exactly the right word .Blanc sits .Greatnana 's eyes move slightly .He reclines , not particularly looking at her . She looks back at him . Every now and then a breeze stirs the window sheers .

Mom shovels some official looking legal letter and courier envelopes into Marta 's arms .

Dim and dingy . Marta comes out of their apartment door , then jump , startled - at the end of the hall , lurking : Walt .Walt 's eyes are rimmed red . His heavy cane taps .They 're not sure what to do so they awkwardly hug . Marta still has the envelopes in her hands .Marta flips through the envelopes , squinting .One envelope sticks out - a blank plain letter sized envelope , no postage , no return address .Walt 's hand on his cane . Gripping tight .Marta 's spine straightens .He shuffles towards her . For the first time she feels a hint of physical threat , and backs up quick into her apartment .She slams the door

and leans against it , breathing hard . But angry and focused . She dumps the legal envelopes in the trash but keeps the mysterious envelope , opens it and pulls out : Half a sheet of paper , roughly torn . A photocopy of the header of some sort of medical document , `` OFFICE OF THE CHIEF MEDICAL EXAMINER '' Under that , a photocopy of a tag with her name on it . And hand written in block letters at the top : `` I KNOW WHAT YOU DID . '' Marta 's phone BUZZES , and she jumps . Caller ID : `` maybe B BLANC '' . She hesitates , then sends it voicemail . Looks at the mysterious letter in her hands .

Ransom studies the mysterious letter . Marta pushes aside a stack of New Yorkers and sits on the couch .Indicating the tag photocopy with her name .He sips his morning coffee .

The cop car pulls past an identifying sign into the parking lot of a one story stand alone building , joining several other cop cars , and fire trucks . Journalists kept at bay . The building is a charred brick husk . Black smoke , debris . It 's been gutted with an explosion and a blazing fire . Blanc steps out of the cop car and finds Lieutenant Elliott .Elliott gestures wearily to the charred remains of a security camera on the smoking shell of an awning .Blanc unsurprised . He motions back to the building .Blanc chews on this . Across the street , Marta and Ransom pull up in her car .

Ransom looks at her - yeah it 's likely . They both instinctively duck down in case the cops look over .Marta looks stunned . She stabs at her phone , quick swipes .She shows him an email from 092832 @ shushmail.com . No subject line , simple text : 1209 Columbus Rd 10AMMarta looks at Ransom , then at the clock on her dashboard - 9:32 , then at the charred building .

Marta peeking up through the window . Blanc sees her . She sees him . Ducks back down . Shit .Blanc begins to walk straight towards Marta . Quickly and with purpose . Shouts something , Lieutenant Elliott follows .Marta peeks again - Blanc coming at them full speed . Twenty paces from the car . Closing in fast .She sits up , throws the car in gear and FLOORS IT .

Her subcompact PEELS OUT and buzzes off down the road . Blanc , crestfallen , runs back towards the cop cars in the parking lot , shouting at Elliott , who flags a cop .

The whine of the engine , Ransom puts on his seat belt . In the rear view , siren lights as cop cars pour out of the parking lot in pursuit .Her phone buzzes - Blanc calling . IGNORE .

Blanc in back , Elliott in front , Trooper Wagner driving .Their speedometer creeping up on 85

Marta 's speedometer creeping up on 55 .Her phone rings - Blanc again . She looks over - cop cars are RIGHT ALONGSIDE them . Blank holds his phone up , looks at her quizzically . Points to the phone .She hits the brakes .

Marta 's car PEELS TO A STOP and the two COP CARS on either side blaze by , hitting their brakes . She pulls off onto a SIDE STREET and into narrower city streets , down narrow alleys , using her small car to nimbly dart though small spaces . The cops ca n't follow , and she loses them . She pulls to a stop in a secluded little back lot .

Marta , breathing hard . Ransom is shocked .He smiles slightly . A quick moment of silence between them . Then : RAP RAP RAP on Ransom 's car window . Blanc . Standing right outside . Marta looks in her rear view - the cop car has pulled up silently behind them . Another pulls up in front .

Ransom and Marta step out of the car , hands raised for some reason .Elliott leads Ransom off by the elbow . Ransom throws a look back at Marta - he has no idea what 's going on .Marta looks at Ransom - oh no . Senile Greatnana thought she was him . This is a mistake . But ... she glances at her watch - 9:51 .Ransom 's being led to the police car . Marta decides :Marta gets back in her car . She pretends to take a sip from an empty soda cup , but actually SPITS UP a little into it .To Marta 's horror Blanc opens her passenger door .

Marta glances at the dashboard clock - 9:55 . Blanc , casual :Marta 's arms are locked , her eyes steal a glance at the clock - 9:58 .Up ahead , a street sign - `` Columbus Road . '' Marta tenses .

A row of storefronts - 1209 is vacant . Marta 's car pulls a few stores past it . She gets out of the car .Marta runs into a bustling hair salon .

Marta ducks out the back door of the salon , goes two doors down to 1209 , and slips into the back door .

Dark , empty retail space . Lit only by the painted-over front windows . Marta edges her way in , her eyes still adjusting from the sun .Her foot hits something on the dirty concrete floor .HER MEDICAL BAG .She kneels , picks it up gently . Next to where it was lying , she finds something else curious - the burned remnants of a piece of paper . Only a charred corner remains . She turns her attention back to the room . Creeps forward .Ahead - a silhouette . A person . Seated in a chair , in the center of the room . Silent , facing her .A beat of silence . Nothing . Something 's not right here .Marta takes a step closer , lifts her phone , and turns on its flashlight . Illuminating the ghostly face of FRAN , the housekeeper . Marta , barely breathing :A SPIDER crawls across Fran 's face . Marta STIFLES A SCREAM and leaps back , sucking in air . A moment of stillness . Her phone BUZZES - Blanc calling . Marta ignores the call , frozen . Her eyes go to : A white letter sized ENVELOPE in Fran 's hand , resting on her lap . Marta swallows . Leans in , carefully and quietly for some reason , and SLIPS the envelope from the lifeless fingers . Unsealed . She opens it . It is empty . Before this can even sink in , a rattling , grating DRAW OF BREATH - from Fran . Marta starts - oh my god - and goes to her , checking a pulse , checking her eyes , lays her on her back . Fran sucks in thin breath , her eyes finding Marta in the glare of the dropped phone flashlight .Weak , Fran grabs Marta 's wrist , and Marta focuses on her .These words are barely given breath :Her eyes seize . Her breath gets ragged . Marta is paralyzed with shock and fear . Fran is dying . Marta looks at the medical bag in her hand . Then at Fran , struggling with her final breaths , eyes wide with fear . She takes a step back from the dying Fran . Fingers tight around the medical bag . Letting her die . But then , a decision : no . Marta dials 911 on speaker , drops to her knees and starts administering mouth to mouth .

Blanc sitting in the car , singing softly to himself .He looks at the hair salon - what 's taking so long ? And then sirens , as an AMBULANCE pulls up two doors down , and EMT 's run into the abandoned storefront .HARD CUT TO :

Marta and Blanc sitting silently in the fluorescent-lit waiting room . Marta with her face in her hands . Blanc is on his phone , mostly listening .He hangs up . Marta looks at him .Marta stands , a dead man walking , resigned .

Marta 's car drives through the scenic countryside . Inside we see but do n't hear her telling a long story to Blanc , who looks at the passing countryside , brow knit .

All the family cars there , along with two police cruisers . Marta 's pulls up .

Marta and Blanc enter . This really feels like a walk towards the gallows . Richard , Walt and Meg are there . Meg avoids eye contact with Marta .Blanc beckons , and Richard and Walt file out . On her way out Meg hugs Marta , weeping .Meg sniffs , dries her eyes .They hug one more time . Then when Meg walks off towards the living room , Marta realizes something . Blanc walks back .

Marta jimmies the clock drawer open with a letter opener . She pulls a FOLDED PIECE OF PAPER from inside , blows loose pot leaves off it . She hands it to Blanc .

The family gathered , impatient . Lieutenant Elliott and Trooper Wagner are there too , with another uniformed officer . Ransom sits in the corner , his face passive . Marta gulps . Blanc is a few steps behind her . As she speaks , he unfolds and reads the tox report .Walt smiles at her , `` you 're doing the right thing . '' Marta takes a deep breath . Blanc has finished reading the report . He refolds it carefully .He firmly guides Marta out by the elbow . A beat of silence .As the family breaks out in hubub , Linda notices her dad 's OLD BASEBALL on the side table where Blanc left it . What 's that doing here ? She picks it up .

Blanc steers Marta into the library , as sounds of hubub and shouting come from the other room .Elliott bursts in , motions to the living room , then Marta , then Blanc .Wagner enters .Blanc whispers something to Wagner , who nods and exits .Marta sits . Elliott remains standing .Blanc sits , suddenly weary .Blanc squints at her . No . A moment later Wagner leads Ransom in . Ransom looks at Marta softly , sadly .

Ransom 's Porsche SKIDS TO A STOP on the side of the empty road . Sits idling .A beat . Then the Porsche roars into a skidding U-TURN and drives back the way it came .

Ransom 's Porsche kills its lights and drives slowly down the private road , hooking a left at the CARVED ELEPHANT that marks the utility road .

The party is still going on inside . Ransom slips through the side gate , up towards the house , and up the trellis .

The painting wall swings aside , and Ransom climbs through , leaving mud traces on the sill and the carpet . He heads straight down the narrow hall and into Harlan 's bedroom . The party din from downstairs .Ransom disappears into the darkened doorway .

Dark and still . Marta 's medical bag , open . Ransom has unwrapped two syringes and has the two vials out - the Toradol and the morphine ( the `` good stuff . '' ) Using the syringes he extracts the liquid from both vials ... and then injects the liquids back into the opposite vials . He SWITCHES THE MEDICATIONS .Replacing the vials he takes an injection pen , closes the bag up and leaves .

Marta is stunned , she ca n't even process this .Blanc has placed two identical vials on the table behind Marta . Her mind is still spinning , she glances at them , takes one and absently hands it to him .Blanc shows white tape over the one she just handed him . Picks up the other vial , shows the same .He unfolds the tox report and hands it to her .Marta is white as a ghost . She shudders , buckles over .

Marta facing Greatnana , who says :CUT TO : the exact same scene but RANSOM hops down off the trellis , and is startled by Greatnana staring at him .He puts his finger to his lips - shhh , and blows a kiss as he walks off into the night .

Marta with her fingers on her temples , still unbelieving .The sharpness of this makes Marta look at Ransom for the first time .

Moonlit , silent .A dark figure , Ransom , approaches the side gate . But when he opens it , the two dogs come bounding across the lawn , barking loudly .A light goes on upstairs . The dogs keep barking , paws on the gate . Ransom backs off .

A nervous Ransom tears a clipping from the local newspaper about Harlan 's death , stuffs in it an envelope with a huge fold of cash , and addresses it to Blanc . The New Yorker profile open on the couch .

Elliott ca n't help but roll his eyes .Trooper Wagner quickly shushs Elliott , enthralled by every word Blanc says .

Ransom bounds up the stairs , climbs under the POLICE TAPE blocking Harlan 's study , and enters .Fran comes around the corner , spots Ransom and is about to say something , but does n't .Ransom pockets the two incriminating vials from the medical bag and replaces the Naloxone pen . When he stands to go she retreats .

Ransom walks in sorting mail - finds the blank envelope , reads the blackmail note inside , and slowly grins .

The will reading , the family assembled . Ransom sits in back , a sly smile on his face as the will is read .

Beers stacked up . Marta has just confessed . Ransom 's face is unreadable .

CLOSE ON : A lighter ignites a rag stuffed in a tin gas can . THE CAN : Being thrown through a window in a brick wall .

Empty , dark . The flaming can falls in slow motion from the high window . Hits the floor , ignites .The flames dance in the reflection of a glass case of refrigerated BLOOD SAMPLES .

CLOSE ON : The BLACKMAIL NOTE - at the bottom is written `` 1209 COLUMBUS ROAD 8AM '' A hand TEARS this bottom part off , then puts the top half in an envelope .CLOSE ON : An email addressed to Marta being typed on a phone , `` 1209 COLUMBUS ROAD 10AM ''

Ransom creeps down the hall , slips the ENVELOPE into the letter slot of Marta 's door .

Fran standing in the middle of the room , nervous . She turns as Ransom walks in and strides towards her .Ransom sees the medical bag on the floor , kneels and pulls something out of it .But he 's upon her , hand over her mouth , stifling her scream as he pushes the syringe into her neck and PUSHES THE PLUNGER . MINUTES LATER - her inert body in the chair . He fishes through her pockets , finds the envelope , and takes the TOX REPORT from it , leaves the empty envelope in her hands . On his way out : lights the tox report on fire , drops it burning next to Marta 's bag . We stay with it as it burns away .

Marta turns away from the dying Fran .Marta turns back , calls 911 , gives mouth to mouth to Fran .

For the first time , Ransom looks afraid .Marta 's phone starts to ring . They all see the caller id - it 's the hospital .She answers the call , puts the phone to her ear .A long beat , then her face breaks in relief .She hangs up . And smiles with radiant joy .Ransom stares at Marta , his face a mask .Ransom stands . Steps to Marta , who 's frozen , looking in his eyes . His poker face breaks . And he grins .Face to face , Ransom 's face hateful , Marta 's strong and set .But then ... Marta 's face starts to do things . Odd things . Convulses . Her jaw clenches . Her cheeks bulge . And the PROJECTILE VOMITS into Ransom 's face .He falls back cursing , she drops to her knees , spitting . Wagner , inappropriately excited :Ransom takes this in . Then he smirks .In one fluid motion he spins to the ornamental WALL OF KNIVES , grabs one -and TACKLES MARTA ... Time slows as Blanc and Elliott lunge to stop him but it 's too late - Ransom and Marta fall together , his arm arcing down And as the they hit the ground his arm comes down PLUNGING THE KNIFE UP TO THE HILT IN HER CHEST . They lie still , breathing hard . Her eyes wide with pain and horror . His cold and wild . But then she blinks . Squints . And he cocks his head . Realizing something . Withdraws the knife from her chest . Its fake blade had retracted into the handle . It 's a theatrical prop . He pumps it up and down a few times , the spring making a pathetic toy noise . Ransom smirks .And is VIOLENTLY TACKLED out of frame by Trooper Wagner . Leaving Marta lying on her back . Blanc shouting if she 's alright , Elliott and Wagner wrestling Ransom into cuffs , it all fades into the background as she holds the knife and stares at the ceiling .

CLOSE ON : Harlan 's old baseball being set carefully back in place . By Linda . She 's about to leave , but she notices the pink envelope on the desk . Picks it up , takes out the blank note . Seems to recognize it , and smiles sadly .

Linda comes outside and joins the family . Several more police cars , and an ambulance . Ransom is loaded into the cop car . His family are held at bay by officers , but they react in different ways - Richard yelling at the cops . Walt sobbing , Donna collapsed against him , Jacob on his phone . Joni staring into space , ruined . Meg talking to Lieutenant Elliott , crying . She 's just learned about Fran . Linda watches the circus , strangely disconnected , going to light a cigarette . With a strange smirk , she uses the flame to warm the blank note from the office , and HIDDEN WRITING starts to appear - a note from her father . Their secret communication . As the letters appear , her face changes .

Marta sits , a blanket over her shoulders . An officer who 's just taken her statement walks away . Blanc approaches .Taps her shoe . The tiny , faded spot of blood .Through the window she sees the family outside .He gives her a wink , and strolls off .

Marta shuffles to the front doorway . One last glance at Harlan 's portrait , its grin now gentle and content .

She stands on the threshold . Sees Blanc get into the front door of a cruiser , and it drives off - Ransom in the back . He looks back at her through the window . The family out on the lawn . Not sure where to go or what to do . They all turn to see : Marta standing very small , but somehow not , in the doorway of her house .

The Conjuring by Hayes Brothers " For our str uggle i s n ot agai n st fle sh an d blood, but agai n st the r ule r s, agai n st the authori ti e s, agai n st the powe rs of the dark world, an d agai n st the spi r i tual force s of e vi l i n the he ave n ly r e alms." Ephe si an s 6:12 The following is based on a true story... Fade in On HORSE'S HOOVES pounding over a muddy, dirt road. Widen to see - They belong to a team of horses pulling a wagon. At the reins is JUDSON SHERMAN, early twenties. A ranch hand around his same age rides next to him. By the way they're dressed, and the style of the wagon, we're somewhere in the late 1800's. Judson's leading the team toward a two-story, English styled farm house with a covered porch in the distance. Maple and Hickory trees tower around it. Dull light stabs out from several windows. Smoke plumes from the fireplace. A large barn stands fifty yards away. Lightening cracks across a violent, dark sky, as sunrise is just starting to break through the horizon. Judson pulls out a gold pocket watch. Reads: 5:15. As he puts his watch away, he hears something. Cocks his head -- there it is again -- A BABY WAILING -- but this isn't a "I'm hungry or tired cry", this is swelling eruptions of excruciating pain. Judson cracks the reins hard -- the horses rear, then bolt like they're shot out of a cannon, kicking up mud as they thunder faster to the house. The wails are almost more than Judson can take as he drives the team right to the front door, and reins back hard, hopping off the wagon before it comes to a halt, then -- -- just as he gets to the front porch -- the wailing STOPS. He doesn't. Moves to the front door. Whips it open. A LARGE GREY CAT scrambles to get the hell out of there. Almost trips him as he heads in.

Judson's attention is immediately drawn to a living room on his right, where the shadows of flames from the fireplace dance wickedly off the horrified look on his face. He just stares into it -- almost unable to comprehend what he's seeing. Wood crackles. CONTINUED: As tears well, he slowly moves deeper into the room -- it's as if time has stood still for him.

As he gets closer and closer to the fireplace, the orange of the fire gets brighter on his face, the crackling louder. He stops before the hearth, then looks to his feet, where a pair of long, narrow knitting needles lie on the wood floor in a puddle of blood. He's emotionally devastated. His peripheral vision picks up on something outside moving quickly past a window. Rage fills his face. He pivots. Dashes back out the front door, where --

-- Judson leaps off the porch and dashes by the ranch hand who's reigning in the horses that seem spooked. He picks up speed as he moves around the side of the house, where he sees a woman in a long grey dress, bare feet and lengthy jet black hair, dashing into the barn and closing the door behind her. Judson gets to the barn -- tries to open the door, but it won't budge. He viciously pulls on the handle over and over, testing the lock and hinges -- then finally throws his shoulder into it, breaking it open.

Judson races in. Stops and listens. It's cave dark -- the dawn light only penetrating the first few feet of the opening. Then -- -- just as he's about to move in deeper, the back-end of a thick shovel swings out of the inky black and -- WHACK! Hits Judson in the face -- SMASH CUT TO BLACK: Fade up to -- SUPER - 1972

A 1970's wood paneled station wagon, with New Jersey plates, drives down a gravel driveway. CONTINUED:A hundred yards back, now much older, is the same two- story farmhouse and barn. Trees have grown. It's been well cared for. The station wagon comes to a stop in front of the house. Getting out is the driver, ROGER PERRON, a lean man in his early thirties and his wife CAROLYN, who's simply dressed with her hair pulled up -- also early thirties. Hopping out of the back are their two girls, ANDREA (7) and CINDY (15), and the family's black lab, Sadie. Everyone is excited, except for Cindy -- a mixture of raging hormones and adolescence. She takes in her surroundings --As Andrea enthusiastically runs ahead to the porch, Roger turns to Carolyn --She listens, but --A slow growing smile cracks across his face --Carolyn looks over to open space between the house and the barn --CUT TO:

Oh my God, this place looks so boring -- we're like in the middle of nowhere.

Do I get to pick my own room, or do I have no choice in that too?

Do you think maybe we could've bought a house that has a toilet that works --

And there was this really funky smell in my bedroom last night -- like something died.

This house gives me the creeps, we never should've moved here. I want to go back to New Jersey.

And things have been getting moved around a lot. The table in the kitchen was blocking the door this morning.

-- I don't know what it was. My mom thinks it might be what's been scratching at the cellar door --

Just put that down in the cellar. It's the last door at the end of the hall here.

I was thinking about running into town and grabbing a pizza at that place we passed.

I'll find something to tether her to. Maybe a night outside will help change her mind.

I think it's going to take some time for this city girl to get used to this country living.

I got a call from Mike this morning -- because of this damn gas crunch, they're going to have to start laying people off.

There's nothing down there. The scratches were probably already on the door and your light just was playing tricks on you; maybe reflected off the railing or something.

Then I don't know what to tell you -- nothing's down there and there's no way out.

Just stop, both of you. There's nothing down there. Now it's late -- just go to bed.

Glen, I'm just looking for anything, man -- I need to get something going on or I'm going to lose the insurance on the rig.

Demons peering in through windows, cold spots, doors rattling, voices -- everyone was fine until you started putting all this scared, city-girl bullshit in their heads.

Yeah -- that's just what the girls need to see next -- someone walking around here with a cross damning everything out of this house.

I could scratch my head 'til I'm bald and never figure out why you do what you do --

I'm just so worried about Carolyn. I think all the stress has been too much. She's not herself at all -- hasn't showered, doesn't wear makeup, is barely sleeping. And she just disappears for hours at a time.

I know it was a lot for us to chew off, but it's going to be great, isn't it --

She's out front. Why don't you see if she'll come in. She's got to be hungry.

And look at the clock -- it stopped at 5:15. So did the one in the hall.

It's not here now. It probably just slipped out and we didn't see it.

He lost his job, sweetie, so he's driving for anyone he can right now -- we gotta pay the bills.

I'm scared to death, Roger. We need to get someone out here, a priest or someone.

The first night we moved in she wouldn't come in the house -- so Roger had to tether her out front.

Andrea found her dead in the morning -- she had choked herself to death on the chain.

Because there's something in there that keeps scratching from the other side.

It's the strangest thing, they fly into the side of the barn -- necks get broken. All kinds of 'em.

We used to have family pictures, but something keeps knocking them off the nails, so I just stopped putting them back up.

Things only happen when he's gone. He thinks it's all in our heads.

Just that it was built sometime in the late 1800's. We bought it from an auction through a Bank Trust -- we never knew who the owners were.

I always wanted to live in the country -- this was supposed to be someplace safer than the city.

They said you haven't seen anything because it wants to create "this", this conflict between us.

I'm scared to death and so are the girls -- and I hate what it's doing to us.

Carolyn and the girls are next to Roger as he opens the door. Andrea dashes in.Cindy looks to her dad as she enters --CONTINUED: Roger's eyes meet Carolyn's -- who seems amused.She gives Roger a quick kiss as she enters. He playfully slaps her on the butt. Roger turns to see Sadie standing several feet back, staring in through the open door. There's a deep intensity behind her dark eyes -- her body rigid. Roger's confused.Sadie takes a reserved step backwards. Keeps staring.The dog remains still -- has no intention of getting any closer. Roger lets it go.DISSOLVE TO:

Roger stands in the foyer, which opens up to a hallway that runs through the middle of the house. A staircase rises up one side. There's a kitchen to his left and the living room to his right. Boxes are everywhere. It's a bee hive of activity. Two burly MOVERS carefully maneuver a wooden gun case in through the front door.They make the turn as another MOVER follows them in carrying a heavy box. Roger reads something handwritten across the top --The guy continues on past him. DISSOLVE TO:

Carolyn stands at a counter next to a sink, unpacking several knickknacks from a box. Surrounding glass cabinets are all open, and already loaded with dishes. CONTINUED: A large oak table and chairs are set up in a nook with a hutch tucked tight against a wall opposite it. Carolyn peels off packing paper from THREE WAX MONKEYS on a wooden stand; hands over eyes, ears and mouth, with a written caption underneath: "HEAR NO EVIL, SEE NO EVIL, SPEAK NO EVIL. She sets it on a window ledge over the sink. Andrea comes in carrying a HAND-MADE bird-feeder and chain that only a mother could love.Andrea moves to a back door. CUT TO:

Andrea comes outside. Bugs have already started to use the porch light as a hub. A low mist hangs above the ground like a bad dream. She sees the hook her mom was talking about and carries the feeder over to it. As she gets up on her tiptoes to hang it -- -- A HISS OF A VOICE CALLS HER NAME...She slowly turns her head -- can't figure out where it's coming from as she scans the darkness.No answer. More confused than scared, she hangs up the bird feeder. Then just as she's about to head inside, she spots a large, mangy-looking GREY CAT passing by the bottom step of the porch -- it looks oddly similar to the one in the opening.It continues walking. She heads down the steps to catch up.CONTINUED: The cat walks around the corner of the house. CUT TO: Andrea's pov - as she walks around the corner. There's no cat. She looks around for a place it could have gone, but there isn't one. Her expression says it all -- that's weird. CUT TO:

Andrea comes back in just as Roger enters from the hallway. In passing --As she walks away --Andrea continues out of the kitchen as Roger comes up behind Carolyn, who's unpacking a small clock. Sets it on the windowsill next to the monkeys. He slides his arms around her and kisses her neck -- she likes it.She turns and faces him. Loves this man dearly.

A matching bedroom set has been set up. Numerous boxes are stacked and waiting to be unpacked as -- -- Carolyn pulls some clothes from a wardrobe box at the foot of her bed and walks them into -- THE CLOSET Just as she begins to hang them up -- the noise of CREAKING WOOD draws her attention to the ceiling -- where it sounds like someone's trying to walk quietly -- then it stops. She's a little unnerved -- walks back out into THE BEDROOM and crosses to a nearby window. Looks out to a tree, its leaves rustling in the wind. She cranes her head to see if any of the branches are touching the roof above the closet. Can't tell. Just as she's about to turn away, she notices Sadie down in the yard near the front porch below, nervously pacing back and forth.She turns, sees Roger setting a box down amongst the others.As Roger heads back out --He turns around -- huh?CONTINUED: The lights flicker for a moment --Roger heads out. DISSOLVE TO:

I don't know what her problem is. I've tried ten times to get her to come inside.

Carolyn's eyes open -- she's awakened to what sounds like the distant screams of hundreds of children -- but that can't be right. She glances to Roger, who is sound asleep. She slips out of bed to investigate. CUT TO:

Carolyn comes out the back door. Listens -- it's much louder. Her attention is drawn to the woods directly behind the house where the screaming is coming from. A HAND touches her shoulder -- she about jumps out of her skin. She whirls. Roger is standing right behind her.Carolyn slowly turns back around to face the woods.She looks back at him over her shoulder --Carolyn looks back out into the night.Roger playfully pulls her into an embrace -- CONTINUED:She snuggles up --As they head in, Carolyn's gaze drifts back over her shoulder one more time into the darkness -- still slightly uneasy. CUT TO:

Clouds have moved in, swallowing any illumination from the moon and stars, giving the house an ill-boding presence. The frogs have stopped, replaced by a lingering, unholy silence. DISSOLVE TO:

Carolyn, wearing a robe, comes out of the bedroom -- side steps a few boxes. Morning light streaks in through several windows, illuminating the fact that the Perrons are far from being unpacked. The bathroom door opens and Cindy sticks her head out --As Carolyn walks away --CONTINUED:Cindy rolls her eyes, then retreats back into the bathroom. CUT TO:

As Carolyn passes a clock at the base of the stairs, she notices that it reads: 5:15 AM. She stops, checks her watch, resets the clock to 7:38 AM. CUT TO:

Carolyn crosses to a packing box on the counter. Digs a kettle out of it. She moves to the sink and as she turns on the water to fill it -- -- she freezes. On the window ledge before her are -- -- The THREE WAX MONKEYS -- but instead of being lined up in a row like they were before, they are now facing each other -- their heads all melted into one, like some deformed creature. She then notices that the small clock she put next to them has stopped at 5:15 as well --Carolyn turns to see Andrea standing at the kitchen door.Andrea tears out of the kitchen, dodging Roger as he enters.He looks to Carolyn standing at the sink -- knows something's up.CONTINUED: She steps aside, showing him the monkeys. As Roger approaches --CUT TO:

Andrea comes out of the front door. She sees an iron post pounded into the ground with a chain snaking off it. Sadie's tail is visible, but a full view of her is hidden by a bush at the bottom of the stairs.The tail remains motionless.Andrea takes a step down to the next. She claps her hands together --There's still no response -- Andrea comes down off the last step -- she blanches. Her little lips start to tremble at what she sees -- -- Sadie lies dead on the ground, the chain wrapped around her body like an Anaconda -- her tongue protrudes, limp; her eyes are dull, white. Off Andrea's scream -- DISSOLVE TO: Over black --

Fear is defined as a feeling of agitation and anxiety caused by the presence or imminence of danger. I don't care if it's a demon, a ghost, a spirit or an entity -- they all feed on it.

My name's Ed Warren. It's November 1st, 1972. I'm sitting here with Carolyn Perron who, with her family, has been experiencing supernatural occurrences -- okay, go ahead.

I don't know -- I'm going to hit the road, it's going to be midnight before I get home as it is.

No. I can't get hold of him, he's on his way back from his mom's.

Great. Be careful, Bruce -- do what I said, and say it with conviction.

ED and LORRAINE WARREN (early thirties) are up on a stage standing behind a podium. An audience of three hundred captivated college students are seated before them as rough film footage rolls on a LARGE SCREEN of a despondent looking man, rail thin, late 20's, sitting in a chair. His eyes are black, matching his hair. His skin is pasty white. A Catholic priest is next to him, reciting Latin from a bible in barely audible words.Maurice's white T-shirt slowly starts to get blotted with drips of blood; dark, crimson red. He suddenly SCREAMS OUT IN PAIN, his body writhing --We see Ed lifting up the side of Maurice's shirt, exposing for the camera -- -- TWO UPSIDE DOWN CROSSES pushing OUT at his skin from the inside. Camera closes in. The audience can't believe what they're seeing.As the house lights kick back on, we see JEROME DAVIS (20's), Ed and Lorraine's technical assistant standing in the back of the lecture hall. He has longish hair, wears cords and a flannel shirt. A leather necklace with peace sign is draped around his neck. He turns the projector off. TIME CUT TO: CONTINUED: Ed and Lorraine are in the middle of a Q & A with the audience. A male student with a tie-dyed shirt and wild Afro is standing up --As Afro takes a seat, hands go up. Ed points to another student who wears GLASSES four rows back. He gets to his feet.Subtle laughs escape from the crowd.He sits back down. Hands fly up again -- Lorraine points to a female student with a PONYTAIL in the front row, who gets to her feet. She seems a little hesitant to speak, then --CONTINUED: (2) Lorraine moves up to the edge of the stage, joining the girl who does the same.The girl offers them to her. Lorraine takes hold, then closes her eyes. A moment later --Ponytail is getting blown away --Lorraine opens her eyes --Ponytail's eyes well as she tries to contain her emotions.With a gentle smile...Lorraine lets go of her hands. As Ponytail sits back down, Ed nods to another male student in the front row. Wears a beanie.Ed cracks a small smile --CONTINUED: (3) The crowd laughs. CUT TO:

-- He was a French Canadian farmer with nothing more than a third grade education -- yet after being possessed by a demon, spoke some of the best Latin I had ever heard -- sometimes backwards. He had been molested by his father, who also exposed him to bestiality.

Evil found its home in this man because he was conflicted, and forced into this -- he never had a choice.

He thought he was saving his wife by shooting her -- like his father did to his mother.

If you look at his eyes, you can see them tearing blood onto his shirt.

We don't get personally involved with people we're working with or what we're investigating -- it makes you emotionally vulnerable which gives them a way in. And of course, our faith in God.

...I wake up at night sometimes and it feels like someone's laying next to me. Have you ever dealt with anything like that before?

You need to let her know that you're okay so she can move on. She still worries about you.

Being married to a clairvoyant -- there's not a whole lot I can get away with.

I know a lot of people would be creeped out living by a cemetery and -- throw a very old home into the equation, and you're going to get the creaking, moaning sounds -- especially at night when temperature and humidity changes are the greatest and can cause some shifting in the structure.

Right now, it's Lorraine's weight, but add the moisture coming in through this broken window at night -- the boards are going to expand and rub against each other.

You've heard it in different parts of the house because of the radiator.

You're not alone, a lot of what we investigate turns out like this.

I'm sorry, I didn't think it was that big of a deal. Sounds like this family really needs some help.

Tell you what, let's check this one out, then take a break -- see how you feel after that -- okay?

It's an insult to the trinity; father, son & Holy Spirit -- and I bet it stops at dawn.

It creates friction in the relationship, a negative energy for whatever's here to feed on.

My name's Ed Warren. It's November 1st, 1972. I'm sitting here with Carolyn Perron who, with her family, has been experiencing supernatural occurrences --

When these things invade a home, it's quite possible that something has invited them here, or conjured them up somehow.

People dabble, think it's kind of fun. Play with a Ouija board, invoke things up in a Seance -- and then can't get rid of them. It happens more often than you know.

This house obviously has to be exorcised, but to do that, we need the church to authorize a Priest to perform one.

It's not that easy. We have to provide proof that what you're claiming is in fact happening, but that can be the hard part.

You may want to rethink that. Without faith, you have no protection.

Because we're a threat -- and whatever you're dealing with here, isn't going to like it.

We'll talk to the Historian in the morning and see what we can find out, but it'll be a few days before we can get back here. We have to make sure our tech guy is available and we also need to get someone to film everything for us.

We'd like to do the main set up in the living room if that's okay?

My dad had a side-step with the big back window. Every Saturday, we were working on her.

When there's an energy present, the needle on it will begin to fluctuate, usually between 1.7 and 3 mega-hertz, and that triggers the camera to start shooting.

This is where the witch committed suicide. Hung herself from the rafter right above us.

The presence of religious icons usually brings on some kind of a reaction from anything unholy -- sort of pisses them off.

I noticed you didn't finish the bearings. Hope you don't mind -- just looking for something to do.

That was the plan -- but when I got to my Ordination, I started having my doubts, and realized I wasn't going to be good enough, I don't have the strength they need. So I gave it up.

Remember as a kid being afraid to hang your hand off the edge of your bed because you thought something underneath was going to grab it?

Something yanked me to the floor. It was too dark to see under the bed, but I ran my ass out of that room as fast as I could. My dad didn't believe me, so he dragged me back in there and told me I had to face my fears. I buried myself under the covers, scared to death cause I could still hear it under my bed. Then I remembered what a nun had told me in catechism, "God will be there for all who need. He is your protector." So I grabbed my Davy Crockett knife from my nightstand and got off the bed and told whatever was under there that God was going to kick its ass if it didn't leave. I just kept saying it over and over - - and it finally went away. Never came back.

It was the best thing my dad ever did for me. I put my faith in God every day after that, and have been checking under beds ever since.

You just can't give this thing any more strength than it already has.

We're going to get the footage developed and bring it over to the church right away -- this house needs to be exorcised as soon as possible.

-- Under no circumstances does anyone come back here until we say so.

We don't know why it's taking so long. Father Jordon says that the Vatican keeps telling him to be patient, but I'm driving to New York tomorrow to see if Father Langston can find out what's going on. He's a high level Cardinal we've worked with before -- and knows the Archbishop pretty well.

Father Langston called the Vatican directly and they told him it had been presented by the Archbishop, but there's some issues.

We're supposed to be safe here, and you opened the door for her.

I left a message a couple of hours ago for Father Jordon, is he back yet?

When he comes in, tell him this is Ed Warren, and it's imperative that he calls me as soon as possible. He has the number.

I want to know what the hell's going on -- we can't wait anymore.

I don't want to sit down. I want an exorcism performed. Today. What's the problem here?

Tell the Vatican no one gives a shit. This needs to be stopped! Now!

Pulling that trigger is exactly what this witch wants you to do -- it's another sacrifice.

My Lord, you are all powerful, you are God, you are our Father --

I beg you Lord, through the intercession and help of the arch angels Michael, Rafael and Gabriel, for the deliverance of our sister who is enslaved by the evil one.

Sanctissima vero Eucharistia super caput obssessi, aut aliter ejus corpori ne admoveatur, ob irreverentia periculum.

Nos eriperes de potestate diaboli. Ab omni hoste visibili et invisibili et ubique in hoc saeculo liberetur.

I'm just not sure how much longer I want to do this. There's always going to be another case, Ed.

Judy's growing up so fast -- we're on the road all the time... it was different when she was younger.

I've asked the girls, but we need to know -- have either you or your husband ever practiced any kind of Satanic worship -- anything of the occult?

With what I saw in the basement, this house was some sort of satanic shrine at some point.

This is your house -- and Ed and I are going to do everything we can to keep it that way. No one likes uninvited guests. Okay?

Well that's very nice of grandma... seeing as it's so far past your bed time and you have school tomorrow.

It's just hitting close to home. Andrea reminds me so much of Judy.

-- That's the original farmhouse. It was built in 1863 by Judson Sherman, who married Bathsheba Bishop when she was nineteen.

After she and Judson were married, they had a baby, and when it was seven days old, Judson found it sacrificed -- in front of the fireplace.

I'm assuming with knitting needles. Apparently -- she ran out to the barn, climbed into the rafters, proclaimed her love to Satan, cursed anyone who tried to take her land, then hung herself.

And that woman I saw in the basement who shot herself -- I think it's this woman who lived there in the thirties -- last name is Walker. She had two children who mysteriously disappeared in the woods -- it's probably why she killed herself. I'm assuming those are them --

And I'm not done. What was the original five hundred acre farm, has been divided, and sold off --

There was a boy who drowned in this pond -- he lived in a house over here.

The only children who died, were from families who had homes on the property. Four of them.

Are you kidding me? Jerome will eat you out of house and home, believe me, it's the least we can do.

It was never a child to her -- she just used her God given gift as the ultimate offense against him.

Yes, Ed likes to use them as documentarians -- people trust them.

It's a baseball -- has something written on it, all I can make out are a J and a R.

Keep your eyes on the monitors for me, will you. I'll be right back.

I saw Judy dead in a cemetery. It was some kind of warning, I know it. There are spirits trapped there, I could hear them. She's dominating both worlds.

From our perspective, yes. But from that child's, she's as real to him as you are to me.

She may have died a witch, but she's come back with a strength only Satan can give her --

It's going to be okay -- nothing's going to hurt you again. I promise.

She said she just wanted to see it. And she was holding the slinky I saw in that room.

As far as I'm concerned, the church can't get there fast enough.

We're taking Judy to your mom's, then going to the church. Together. I won't walk away from these people, they need us -- this is what we do.

Maybe -- but that's what gives me the strength to fight for that family too. I'm going.

-- Between the Shermans and the Perrons living there, the house has only been owned by two other families. One was the Walkers, whose kids were the ones I saw, and the other was the Heichts -- it says they had a son who was drowned by his mother --

...She possesses the mothers to continue the sacrifices to Satan.

No Ed -- there's a reason she hasn't killed her, Carolyn's still fighting the possession -- she can help her! Get her to fight this!

Jerome slides open the side door of a VW van. There's a sticker on the window that reads, "When this van's a rockin', don't bother knockin'". He sets the projector next to an array of other electronic equipment, then -- -- turns to Ed and Lorraine, who are about to get into a Plymouth parked right next to him.He looks at them with a cocky grin --Ed and Lorraine are slightly confused, until -- Jerome turns and smiles at a young woman approaching them. It's the Pony Tail girl. Ed lets an amused laugh escape his lips as he gets into the car. DISSOLVE TO:

I hate to bail on you, but I think I'm going to do some "tutoring".

Roger approaches a guy wearing incredibly dirty pants and shirt, who's peering down a hole in the ground into a septic system -- Carolyn can be seen in the background tending to a newly sprouting, completely fenced in garden. A SCARECROW, secured to a make-shift cross of 2x4's, stands at attention in the middle of it. It's wearing overalls, plaid shirt and donning a wig with shoulder length hair capped over a small pillow that has a crude face drawn on. Roger's big rig is parked next to the barn. Roger gets to the guy, who turns and faces him. His shirt has a name tag, reads: Carl.Carl looks to him.CONTINUED: Carl isn't humored.This is not what Roger wants to hear.Carl runs some numbers in his head.CUT TO:

It's the septic -- needs to be replaced. It's got to be at least forty years old.

A stressed Roger stands opposite Carolyn, who continues to tend the garden.She stops. Looks at him -- what do you mean? Roger takes a beat --TIME CUT TO:

A full moon spotlights THE SCARECROW like it's standing center stage. It's now surrounded by a FULLY FLOURISHING GARDEN; tall rows of corn stalks, bright yellow squash, red tomatoes and beans. DISSOLVE TO:

It's late. Carolyn has a basket of laundry tucked under her arm as she heads down the hallway toward her room at the end. She stops at the closed bathroom door which has a phone cord running across the floor from Cindy's room into it.Carolyn just sighs as she opens the door. Sees Cindy standing in front of a mirror, phone to ear, comparing two different colors of eye shadow, closing one eye at a time --She closes the door. CUT TO:

... School basically sucks, there's no cute guys... and there's so many friggin bugs...

Paper butterflies adorn her walls. Stuffed animals line a small shelf above a vanity mirror and dresser. An Easy Bake oven and Barbie play-set are lined up neatly against a wall. Andrea is under her covers in a frilly four posted bed, head propped slightly by a pillow as she reads a book. A lamp on a nightstand next to her cascades a four foot radius of light. Her body tightens as she catches a quick glimpse of something furry jumping onto her bed, but her book has obscured a full view -- -- she slowly lowers it to get a better look -- finds the cat she saw earlier standing on the foot of her bed. It's looking right at her.As she sits upright, the cat scurries off the bed and out of her room into the hallway -- CONTINUED: Andrea scrambles out from under the covers and quickly follows. She looks out her door in time to see the cat slip into Cindy's room just down the hall.

As Andrea moves to Cindy's room, she can hear her sister still talking on the phone in the bathroom. Her mom is folding clothes on the bed in the master bedroom at the end, unaware of her presence.

Andrea stands in the doorway looking to see where the cat went. Her face is hit by a PURPLE HUE cascading from a BLACKLIGHT hanging above a bed; posters of The Jackson Five, peace signs and Alice in Wonderland, all glow from the light. Scattered clothes litter the floor. The bed's unmade. Andrea can't see the cat anywhere, then she hears it HISSING from under the bed.Andrea comes into the room and over to the bed. She kneels. As she looks underneath, her eyes immediately fall upon a Raggedy Anne doll -- seemingly staring at her -- scares her slightly. The hissing starts up again, but she can't see where the cat is as her vision is obscured by other dolls stuffed under the bed. She reaches in and moves a couple aside -- sees the cat, but her breath gets caught in her throat -- -- the blacklight has made its eyes look wild, almost demonic as it stares at something that's seemingly right behind her. She snaps a look back over her shoulder, but nothing's there. The cat suddenly bolts right past her -- the movement startling Andrea, who instinctively recoils. She watches the cat slip through a partially opened closet door into the darkness beyond. As she gets to her feet, Carolyn appears in the doorway.Andrea heads to it. A very curious Carolyn flips a light switch on the wall as she enters -- CONTINUED:She joins Andrea at the closet. Opens the door wider. Carolyn reaches overhead and pulls on a light string, filling the large walk-in closet with bright light. There's an array of clothes and shoes, but -- no cat. Carolyn turns to Andrea --Andrea bends down, looking under Cindy's bed again -- it's not there.CUT TO:

As Andrea climbs back into bed --Carolyn begins to tuck her in --Carolyn smiles --CONTINUED:DISSOLVE TO: IN THE BED LATER Carolyn, who's fallen asleep next to Andrea, awakens to a distant SCRATCHING NOISE. She listens for few beats -- there it is again. She climbs out of bed to investigate.

She comes out of the bedroom. The SCRATCHING NOISE is coming from downstairs. She walks by several pictures of Cindy, Andrea and the family together hanging on the walls as she heads toward the staircase. Suddenly the noise turns violent -- DEEP, VICIOUS SCRATCHES -- like nails across wood. She slows her pace dramatically. Carolyn moves to the top of the staircase -- almost too afraid to look down. Digs up some courage -- Her pov - THE CELLAR DOOR rattles upon impact as something continues to dig and claw at the door from the other side.

She comes off the bottom step and guardedly moves down the hallway to the door. Just as she gets to it, THE SCRATCHING INSTANTLY STOPS. The house gets church quiet. She listens intently -- torn with what to do. Carolyn retreats momentarily back into the kitchen -- comes out a second later with a flashlight. She slowly gets onto her hands and knees. Targets a one inch gap between the bottom of the door and floor with the flashlight, then -- -- thumbs the switch. THE LIGHT INSTANTLY REFLECTS OFF TWO EYES BORING RIGHT BACK AT HER from within the dark recess -- but there's nothing human, nor animal about them. Carolyn freaks -- recoils in a frenzy of motion. She scrambles back to the kitchen door where she grabs a RUBBER DOOR-WEDGE from the floor next to it. She ushers it back to the cellar door and SLAMS it into the gap. CONTINUED:Carolyn spins. Sees Cindy and Andrea staring down at her from the top of the stairs.

Roger heads down his driveway. His headlights capture Carolyn looking out the living room window at him -- she looks terrorized, anxious. SMASH CUT TO:

Roger stands in front of the open gun case; exposing a shotgun and a couple of rifles. He's quickly loading ammo into a hand gun.

Roger comes out of the living room, gun in hand. Carolyn and the girls watch him from the top of the stairs as he heads for the cellar door, which now has a chair propped up under the handle as well as the door-wedge.Roger removes the chair and wedge. Gun ready. He slowly opens the door -- -- Carolyn gasps at DEEP SCRATCHES that crisscross the back of it. Roger stands still for a moment, looking at them as well, then heads down a steep set of wooden stairs that get lost in the darkness. He flips a nearby wall switch, washing the cellar in a dull, yellow light.

Roger inches down the stairs. Alert. Ready. He steps off the bottom step -- pauses -- gun out -- eyes perusing the shelves of canned goods and stacked moving boxes. There are no windows or other exits. CONTINUED: He moves toward two wardrobe boxes -- big enough for something to hide behind. Closer. Closer. The knuckle on his trigger finger whitens from pressure. He kicks one of the boxes over -- nothing happens. Looks behind the other -- empty. CUT TO:

Roger comes up off the stairs. Closes the door behind him. Looks up to Carolyn and the girls who are waiting with baited breath upstairs.Andrea's nervously chewing on her fingernails.Andrea folds into her mom's arms.The girls walk away, leaving Carolyn standing there. Roger's shifts his attention to her -- shakes his head.CONTINUED:DISSOLVE TO:

Ed and Lorraine move up a narrow staircase to a second story. Trailing behind them are RACHEL and DAVID, a slightly overweight couple in their late twenties. Neither wear stress well.Ed stops at the top.Both nod. Ed looks up to see AN ATTIC DOOR DIRECTLY ABOVE THEM. He pulls on a rope, opening it up -- unfurling a set of attic steps.CONTINUED: Ed reaches into his hip pocket and retrieves a flashlight. Heads up into the dark abyss --

I think it's David's dad haunting me -- trying to get me out of this house.

Because he hated me when we were dating -- he told me I wasn't good enough for his son. He died before we got married, and he's the one who left him this house.

He's frickin buried fifty yards across the street. I don't even like living here -- it gives me the heebs.

Ed stands half in and out as he sweeps the interior with his light. The place is full of old furniture, wooden trunks, boxes, clothing racks. He continues up the creaky steps into the attic. Lorraine follows him up.Lorraine moves over to a broken dormer window where filtered moonlight pours in. It casts a blue hue across the room. She looks out -- -- unfolding across a street is a large cemetery full of tombstones -- hundreds and hundreds of them. A thick, wet fog drifts through. Ed's light falls on a cobwebbed covered bookshelf loaded with dust. He moves to it to get a look at several URN- LIKE containers that have caught his attention. Lorraine joins him --Ed uses his finger to wipe clean an inscription written on the bottom of one --TIME CUT TO:

David and Rachel come up the stairs with Ed. Both look nervous to be up there. Lorraine's standing over by the broken window. CONTINUED:Just then, a MOANING NOISE that sounds LIKE SOMEONE'S IN AGONY, emanates through the room. Rachel grabs onto David's arm --David and Rachel look to Lorraine -- huh? They watch as she steps on TWO, water-stained WOODEN FLOORBOARDS that run near an old heating radiator next to her -- producing the same sound.Lorraine shakes her head --DISSOLVE TO:

Nice. Well kept. Ed and Lorraine pull up into the driveway. Get out of the car, and head to the front door. CUT TO:

Ed and Lorraine exit a door off the kitchen. Across a well lit yard is a large chicken coop with a henhouse inside, where their daughter JUDY (7), carrying a basket full of eggs, is with Ed's MOM (60's). They're both exiting the coop -- there's a dozen or so chickens moving about, and one of them is at their feet.Just as they close the coop door, Judy spots her parents.Judy hands the egg basket to her grandmother, and races toward them.Judy runs across the yard and leaps into Ed's arms. Gives him a big hug. Lorraine sees that she's got something dark smeared all over her face.Her little eyes go wide with great pride, as --Ed's mom approaches, all smiles --He gives her a kiss on the cheek, then looks to Lorraine, half laughing. Passes Judy over to her, who gives her a big hug.CUT TO:

Ed reaches for a phone hanging on the kitchen wall. As he dials a number, he smiles when he sees a photo of Judy on the counter next to him. It's framed in Fudgesicle sticks, and made to look like a church with a cross. Scribbled along the bottom is, "I love you, daddy". CUT TO:

Walking into an opulent office full of antique furniture and religious icons, is FATHER JORDON (late thirties). He takes a seat in a chair, then picks up a phone on his desk.CUT TO:

Yeah -- we actually got him up and walking around. I think he's going to be fine. Thanks for asking.

You weren't kidding -- I'll get this to the Archbishop right away.

The family aren't parishioners, and the children haven't been Baptized.

I believe our Lord recognizes faith far more than he does training and education, or politics for that matter.

This family doesn't have a choice, but you do -- and, you have God on your side. If you want to help them, then help them.

Lorraine and Judy, who's now wearing pajamas, sit on the edge of the bed as Lorraine finishes braiding Judy's hair.Lorraine chuckles.Lorraine stands and lifts the covers. Judy slides in under them. CONTINUED:Lorraine gives Judy a tender kiss good-night, then reaches over and turns off a light on a nightstand next to the bed. TIME CUT TO:

Dark rain clouds threaten. The leaves in the trees have begun to turn color. The garden off to the side is now void of any growth -- the ground bare. The Scarecrow looks dead itself; it's stringy hair drawn across its face by a small breeze. Andrea, wearing a warm sweater, is kneeling before a small grave at the base of a tree. There's a wooden cross with the name SADIE written on it. She's pulling several weeds away. Cindy's helping Carolyn take down some sheets from a clothing line as they ripple in the wind. Roger's Rig is parked next to the barn. CUT TO:

Carolyn comes in with the girls. Roger's on the phone. He looks tired. Strained. As they cross --Roger hangs up the phone. Looks to Carolyn -- shakes his head.CONTINUED:She's shocked that he just cussed in front of the kids. DISSOLVE TO:

Andrea is in bed, sound asleep. Pouring rain pelts against her window -- her eyes snap open. She finds herself facing the grey cat back on her bed -- its ears drawn back, HISSING through exposed fangs -- ready for a fight -- it's eyes slowly tracking something moving just behind her. Andrea's peripheral vision suddenly picks up the OUTLINES OF TWO HANDS with only THREE FINGERS ON EACH pressing out from within her pillow case, folding her pillow up on the sides, closing in on her face -- The cat HISSES, then leaps to the floor. CUT TO:

Carolyn and Roger are rattled from a dead sleep by Andrea's blood curdling scream -- both scramble out of the covers to get to her. SMASH CUT TO:

Roger's to the doorway first. Looks in to see the bed's empty. Eyes shift looking for his girl, but areas of the room are swallowed in darkness.Carolyn joins him. Roger hits the switch on the wall, shedding light on Andrea, who's curled up in a corner, hyperventilating with fear. The tears are flowing as she stares at her bed. TIME CUT TO: HALLWAY - LATER Roger is pissed as he faces Carolyn just outside their bedroom, where Andrea can be seen tucked into their bed, now sleeping. Carolyn's an emotional wreck. Wipes tears with a tissue. Both speak in hushed tones -- CONTINUED:He heads downstairs.He doesn't turn around. DISSOLVE TO:

Roger's asleep on one of two sofas that face each other in front of the fireplace, that's glowing red from embers. There's a coffee table between the sofas with a half empty bottle of scotch. A nearby TV is fuzzy white, that is, until -- -- something dark, ominous, crosses in front of it. Roger awakens. Sits up. Rubs his groggy eyes, then rises. Goes to the TV. Just as he turns off the TV, he hears the LOW CREAKING SOUND OF A DOOR opening. He heads to the hallway to investigate. As he passes a Grandfather clock, the time reads: 5:15.

Just as Roger comes into the hallway -- HE SEES the kitchen door closing shut. As he moves toward it -- it starts to BANG against the door jam in bursts of three. Bangbangbang. Bangbangbang. Roger's mind is racing -- what the hell? The banging stops the minute he gets to the door. The house falls into an awful silence. He opens the kitchen door -- -- looks inside. A night-light cascading from a socket next to the sink, kicks out enough glow to see that no one's in there. A soft breeze coming in through the kitchen window caresses the curtains. His mind settles -- that must've been it. DISSOLVE TO:

Roger is pulling out in his big rig. Carolyn is standing outside the house, wrapped in a sweater. She looks soul weary as she watches him drive off. DISSOLVE TO:

Cindy's listening to some music as she sits on her bed, doing homework. Her bedroom door opens and her mom pokes her head in.DISSOLVE TO: LATER. Just as Cindy finishes her homework, her bedroom door begins to make a soft, repetitive bangbangbang noise -- like something's pushing against it from the other side.No response. CONTINUED: Keeping her eyes on the door, Cindy slides out of bed. Moves toward it as the bangbangbang continues, the soft impact barely rattling the door. She hits the brakes when she sees a shadow of something appear in the gap between the base of the door and the floor. Cindy digs deep for courage, then continues toward it. She's a foot away and the banging suddenly stops. She waits in silence, listening... that's when -- -- the door slowly opens on its own. Cindy takes a cautionary step backwards, but -- -- nothing's there. She takes reluctant steps up to the door jamb and cranes her head both directions in the hallway for a look. All clear. She sees that her mom's door is open a couple of inches.

Two steps into the hallway, Cindy pauses momentarily -- reacting to some sort of foul smell. She then moves forward, and as she's about to step into her mom's room -- she stops mid-stride -- her face goes taut -- -- standing next to the bed is AN APPARITION of a woman; dark matted hair, white white skin -- her body awkwardly hunched forward over Carolyn and Andrea, who are sleeping, completely unaware of her presence. The Apparition slowly cranes her head toward Cindy. Stares at her with pupil-less, snow-white eyes. She suddenly surges toward Cindy lightning fast, passing right through her body, and vanishes. Off Cindy's scream -- SMASH CUT TO:

Simple white structure with a steeple. FATHER THORNTON; late 20's, is getting ready to take down letters from a small, glass encased marquee posted into the ground that says: A CHURCH IS A GIFT FROM GOD...ASSEMBLY REQUIRED.He looks over to see Carolyn approaching -- CUT TO:

Father Thorton and Carolyn share a table under the shade of a large willow. CONTINUED:Carolyn breathes a slight sigh of relief --DISSOLVE TO: Super - One week later S.O. Of a PHONE RINGING...DISSOLVE TO:

-- It sounds to me that it's far beyond just needing a blessing. Let me make a call to the Diocese and see if we can get someone out here to help that's a little more qualified in these matters.

Lorraine is seated at an outdoor table and has a cup of coffee in hand. Ed sits opposite her. Judy is in the background, feeding the chickens in the coup.Lorraine lets her eyes drift to Judy --Ed looks at her -- he knows her too well.Lorraine pauses, then --CONTINUED: He throws her a somewhat surprised look --They sit still for a few silent beats, then --Ed rises. TIME CUT TO:

Ed and Lorraine ride in silence along a lonely two-lane stretch of road through rural countryside. The framed picture of Judy now dangles from the rearview mirror. Their headlights hit a small road sign riddled with buckshot that's posted at a turnoff just ahead: COLLINS TAFT RD. Ed turns. Heads down a gravel strip of road that winds its way through the trees to a mailbox. They turn in the driveway. -- Although it's dark and cloudy, scattered moonlight casts an eerie glow over the farmhouse -- we see it's the Perron's. Lights on inside splinter out through several windows. The Perron's station wagon is out front. Ed pulls up and parks. As they get out of the car, he goes to the trunk. Pops it open. Lorraine suddenly stops cold -- her smile vanishes. She stands still -- slowly scans over the property; past the house, the woods, the barn -- something's definitely got her attention. Ed retrieves a handheld tape recorder and note pad out of a box in the trunk and closes it. Goes up to Lorraine -- She shows him her arms -- has GOOSEBUMPS all over them.The two of them head up the walkway. Just as they round a slight turn -- CUT TO: CONTINUED: Lorraine's pov - WHOOSH! A BLACK LAB leaps right at her, it's TEETH barred as it snarls viciously. Jaws snap. It strains against a chain, which is tethered to a metal post driven into the grass, then -- Resume - Ed looks to Lorraine --CUT TO:

Ed and Lorraine stand at the front door. It opens, revealing Carolyn standing before them.The girls join her at the door -- their expressions somber. Soul weary.CUT TO:

Lorraine and Ed stand with Carolyn and the girls. We catch them mid-conversation:CONTINUED:Ed glances to Lorraine.An elevated wave of fear washes over Carolyn and the girls.Ed's eyes drift to a couple of door handles that line the hallway where pieces of rope are dangling off them.She nods --Another nod --CONTINUED: (2)Lorraine notices the cellar door that's been blocked closed with the chair and door-wedge. She starts toward it. Carolyn stays behind.Lorraine gets to the door and pulls the chair and wedge free -- opens the door, revealing -- -- Tons more of the DEEP, VIOLENT SCRATCHES. Lorraine hits the switch on the wall, lighting up the basement.

Lorraine heads down the stairs. As she steps off the bottom step -- she's hit with a BOMBARDMENT OF FAST, HARD HITTING IMAGES OF -- -- FIVE DEAD, SKINLESS RABBITS sprawled out across the bottom of a large cage; entrails dangling through the meshing. The leg on one of them twitches. -- The CEMENT FLOOR flowing with BLOOD. -- A large, BLOOD-RED PENTAGRAM is plastered like graffiti on a wall. -- A CLOAKED FIGURE is having sex with a naked, dead woman, her eyes locked wide open. Other cloaked figures, faces hidden within hoods are close by, watching. -- A HYPODERMIC NEEDLE being pushed into a vein on an arm full of tracts. -- Shadowed individuals surrounding an UPSIDE DOWN CROSS. -- The FLASH of a GUN'S MUZZLE illuminating the face of a heavy set woman as she pulls the trigger of a pistol with its barrel pressed up under her chin. Resume - Lorraine looks sickened. Ed comes off the stairs and joins her. She shakes her head in disgust at what's happened in this cellar. CONTINUED:

Ed lags behind as Lorraine follows Carolyn and the girls into the living room. She takes a moment, looking it over.Lorraine's eyes drift over to the fireplace where she's hit with ANOTHER IMAGE OF -- -- blood dripping off the hearth onto the set of long, narrow knitting needles swallowed in red. She turns to Carolyn and the girls -Carolyn shakes her head -- no. CUT TO:

As Carolyn, Andrea and Cindy lead Ed and Lorraine up the stairs --Cindy looks back to Lorraine and Ed --As Carolyn steps onto the landing --CONTINUED:

Ed and Lorraine continue to follow the girls toward the master bedroom. The walls are empty except for several protruding nails from each.Carolyn shakes her head.Off her look --As they pass Andrea's room --Lorraine pauses for a moment looking in. Notices that none of the pillows have cases on them. CUT TO:

Lorraine and Ed enter, leaving Carolyn and the girls at the doorframe. CONTINUED:Lorraine walks over to it. Ed moves to a dresser, looks to a framed photo of the girls, then to a framed wedding picture of Roger and Carolyn. There's another photo of Roger kneeling on one knee, posing next to a twelve-point buck he's shot. His rifle rests across his arms. DISSOLVE TO:

Ed sits with Carolyn at the kitchen table with his tape recorder between them.Carolyn nods. Ed hits the PLAY and RECORD buttons at the same time.He looks to Carolyn.CUT TO:

Lorraine is sitting on the sofa with Andrea. She notices that she's bitten her nails down to nothing --Andrea's eyes drift over to the fireplace, which is blackened, and full of ash.Her eyes meet Lorraine's. CONTINUED:DISSOLVE INTO: Lorraine is with Cindy, who has her arms wrapped around her knees, all hunched up on the sofa. She stares off blankly --

Cindy, wrapped in a towel, walks out of the upstairs bathroom. She stops dead in her tracks, staring at the floor, where -- -- backlit by the moon, a tree lays shadows on it through a window at the far end. But it's not the tree branches that disturbs her, it's that -- -- SOMETHING IS SITTING on the branches with crooked arms, taloned claws, and legs sprouted grotesquely from a bulky torso -- She forces herself to look out the window -- but nothing's there.

Lorraine walks into the kitchen, where Ed is still interviewing Carolyn. He pauses the tape, looks to her --He nods. CONTINUED:CUT TO:

Lorraine exits the house. She pauses on the landing for a moment, looking around -- sees the Scarecrow now standing in the empty garden, worn, weathered -- looking like someone crucified with its arms out. Her eyes move to the barn, shadowed in the dark like some ill-boding beast. We can see that she's drawn to it. She steps off the porch. Halfway across the yard, she stops -- as if she senses something -- like she's being watched. She shifts her gaze just beyond the barn, where a restless breeze has the entire landscape in motion. She lets it go, continues on to the barn. CUT TO:

Lorraine's about to open the door when she sees -- -- two dead pigeons on the ground, necks broken. She opens the barn door and looks in. She sees sabers of moonlight pierce in through gaps in the tired, dilapidated wood siding, then -- -- Lorraine's immediately hit with ANOTHER HARD HITTING image of Judson on the ground, his bloody face smashed in. Resume -

Lorraine steps into the barn and continues several feet in. She stops -- takes in her environment. An old CHEVY PICKUP is parked toward the back next to an elongated work bench. Six abandoned horse stalls are tucked along one side. There's a ladder that leads up to a loft. As Lorraine turns to leave -- KA-THUMP! -- A SET OF BARE FEET COME JERKING TO A STOP RIGHT IN FRONT OF HER FACE -- the toenails are incredibly long. Cracked. Dirty. Lorraine looks up. Sees a woman dangling from a rafter by a rope -- her neck broken at an odd angle. CONTINUED: She's in a long grey dress, and has scraggly dark hair framing her face. Her eyes are bulging wide open, and seem to be staring at Lorraine.Lorraine's eyes shift to Ed standing in the doorway -- she walks toward him, literally passing through the dangling legs as they fade from her psychic vision. CUT TO:

Ed and Lorraine are sitting at the kitchen table. Carolyn refills coffee cups. Lorraine's looking at the melted monkeys on the table before her.Carolyn's appalled at the notion.CONTINUED:Ed takes a moment, then --Carolyn deflates. DISSOLVE TO:

Ed and Lorraine stand at the front door, ready to leave. Carolyn's with them. Ed, who's holding the clock from the kitchen, looks at her -- straightforward.CONTINUED:Ed glances to Lorraine, then --Carolyn's not quite sure where Ed is going with this --Carolyn floods with emotion. It's all too much. Lorraine pulls her into an embrace.Carolyn wipes away a tear.Lorraine's attention is drawn to Cindy and Andrea, looking down at them from the top of the stairs with scared, worried faces. DISSOLVE TO:

Ed pulls up to the entrance of the Harrisville Motel -- single story, maybe thirty rooms. CUT TO:

Lorraine is sitting on the edge of a queen-size bed, the cradle of a dial phone to her ear, listening. She makes eye contact with Ed, who enters from outside, carrying a small suitcase and the cardboard box with the tape recorder and kitchen clock inside.Ed grins, places the box and suitcase on a dresser.She holds out the phone for Ed, who takes a seat next to her -- mouths "she promised". Ed seems somewhat amused --While he listens --TIME CUT TO:

CU on Lorraine soaking in the tub filled with bubbles -- her eyes are closed. Widen. We see that her head is tilted back on Ed's chest, who is soaking with her, stroking her arms. Steam rises.DISSOLVE TO:

Lorraine exits the bathroom, donning a robe. She's towel drying her hair. CONTINUED: Doesn't like the look she gets from Ed, who is clad in a pair of pajama bottoms, sitting on the edge of the bed with the tape recorder in his hands.He hits play -- WE HEAR:A long silence follows --Another long silence. Ed clicks it off, looks to Lorraine -- not sure what to make of it. CUT TO:

I'm sitting here with Carolyn Perron who, with her family, has been experiencing supernatural occurrences -- okay, go ahead.

Cindy is heading up the staircase with a glass of milk in hand when water slowly cascades down from the stairs above her and slowly caresses her feet before moving on down to the next stair. She looks up -- -- eyes go wide. Standing on a stair, several up from her, is a YOUNG BOY (12), soaking wet, dressed in vintage clothing. His skin is stark white and rotting in places, and he has a non-stop flow of water dribbling out his mouth. Cindy drops the glass -- it shatters. She screams. A second later, a very concerned Carolyn shows up at the top of the stairs. Cindy can barely get the words out --She points to where she saw him -- he's gone, but the water is still present and dripping down the stairs. DISSOLVE TO:

A night light flowing out from the open bathroom door casts a light glow over Ed and Lorraine, who are sound asleep in the bed. O.C. A SOFT CLICK -- then WE HEAR the tape recorder kicking on by itself.The sound of Ed's voice is LOUD, snapping Ed and Lorraine out of their sleep, unbelieving. Both sets of eyes target the tape recorder sitting on a small table near the foot of their bed.Where as this part of the tape was blank earlier -- it's now filled with an INDISCERNIBLE, HAUNTING WHISPER that sounds female -- it continues, until --The tape recorder then suddenly SHUTS OFF --He looks where her gaze is locked -- she's staring at the Perron clock next to the recorder. The time on it reads 5:15. They look at it, transfixed. It never moves to: DISSOLVE TO:

Small town. Stores and businesses line both sides of the street. Light traffic. Ed and Lorraine are driving through. They pass the Catholic church. The marquee in front reads: LET GOD GIVE YOU A GREAT DAY. Ed continues for another block, then pulls over, coming to a stop in front of MATHEWS DRY GOODS store. It's simple, with two large windows, separated by an entrance. A second story sits above it. CUT TO:

S.O. of a bell that rings when Ed and Lorraine enter the store. Inside is filled with a potpourri of dry goods. SHANNON MATHEWS, a woman in her late 30's, and a teenage girl are behind a long counter that stretches from the front of the store to a set of steps leading upstairs in the back. A lava lamp sits next to a register. Shannon's busy cutting a piece of fabric for a customer when she looks up.They both smile.Shannon looks to the teenage girl next to her --Maddy nods that she will, and although she takes the scissors from Shannon, her eyes never leave Ed and Lorraine -- neither are sure what it's all about. Shannon looks to Ed and Lorraine --She grabs a large coffee mug off the counter and heads to a set of stairs in the back of the store. Ed and Lorraine follow.

You gotta ignore my niece, she goes to school with the Perron girls -- she's heard about what's been happening out there.

Before the Perron's bought it, that place had been empty for as long as I can remember.

Please excuse the mess up here, my Nana's been the Historian for almost sixty years, and when she got Parkinson's, things just sort of -- well, you can imagine.

I pulled everything together for you I could find, but there's some stretches of time missing. I'll keep looking and send you anything else I might find.

They come up off the last stair into a large, disheveled looking room packed with stacks of books, filing cabinets, piles of old newspapers and photos --Shannon heads over to a nearby table that stands in the middle of the room, where pictures, maps, journals and other documents are piled in two large boxes.DISSOLVE TO:

Carolyn is getting ready for bed. There's a flare in the window from headlights coming down the driveway. She moves to the window and looks out -- -- it's Roger returning in the rig. CUT TO:

Roger looks clearly irritated as he reaches for a bottle of scotch in a cabinet. Carolyn is leaning against the counter, arms folded, trying to stay strong.Roger half laughs to himself as he uncorks the bottle.CONTINUED: He pours a stiff one.She moves over to Roger and takes his hands in hers before he can lift the glass to his mouth --She looks at him eye to eye --

Ed enters, looking half asleep. Goes to the coffee pot --Ed looks to an alcove off the kitchen, spotting Lorraine, who has all the info they got from the Historian spread out on a small desk. She's holding a hand written journal.She looks at him -- there's an intensity in her eyes.CONTINUED:She pauses --Ed looks to Lorraine, definitely intrigued.Ed can't believe it --Lorraine slides an old newspaper clipping mounted on parchment paper over to Ed, who picks it up.-- Ed looks at the picture; it's of a woman hanging from a rafter -- EXACTLY THE SAME IMAGE AND LIKENESS OF THE WOMAN LORRAINE SAW HANGING IN THE BARN STARING DOWN AT HER.She nods, then --CONTINUED: (2) Lorraine then slides over an old black and white photograph of an obese woman sitting in a wicker chair, flanked by a boy (wears glasses) and a girl, who both look about ten.She unfurls an old map next to her. Points to a spot.Her finger slides across the map to another location close by --Again, she indicates --She looks to Ed, more for emphasis than anything else.DISSOLVE TO:

Widen - we see that Ed is holding the picture, a pile of others are next to him. He nurses a cup of coffee.

Ariel pov - of the Warren's Plymouth as it slaloms its way along a country road illuminated by a brilliant sunset. It turns off onto the Perron's driveway. Parks by the house. CUT TO:

Ed and Lorraine get out of their car with BRUCE LEVY (30). Clean cut, wears khakis. Gym built muscles gives his shirt a tight fit. They move around the back of their car. Ed opens the trunk. Inside are four large bags of groceries, a cardboard box, which now holds Ed's tape recorder, the Perron's clock, a bible, a camera case, some note pads, and dozens of film canisters. Bruce takes a beat, looking around.Lorraine's attention is drawn to Jerome's VW van turning onto the driveway and heading toward the house.Jerome drives up right next to them and parks. Climbs out. He's munching on a large cookie. Smiles to them --He notices Bruce --As they shake hands.CONTINUED:CUT TO:

I remember growing up with the Boogie Man in my closet, but when my parents checked -- they never found anything.

Okay, I put something in my dad's casket that meant a lot to both of us.

There's a -- um, something going on in the kitchen. The milk carton moved.

I swear, the carton wasn't there, it was back in the fridge, and smashed, milk was everywhere.

You were right earlier about the baseball. The J and R were for Jackie Robinson. When I was ten, my dad took me to the World Series, Yankees and Dodgers -- two dollar seats, left field. Jackie Robinson hit the winning home run, and my dad caught it -- handed it right to me -- best day of my life.

I'll get an APB out and have someone pull him over and tell him to call you immediately.

A VCR -- it's a video recording device. They think one of these will be in every house one day --

To record what's on your TV -- so you can watch it anytime you want.

Still gotta sync the EFD with the cellar and hallway cameras, then good to go -- this little sucker here is being a pain in the ass, though.

So I'm curious, what do you think slammed the door closed like that?

That's funny, drafts never put that look you had on my face before.

That's why I dig the machines, man. They don't have emotions or beliefs that get in the way. They either pick something up, or they don't.

You know, just cause you can't see it, doesn't mean it's not there.

What're you afraid of man, getting busted for being narrow minded? Appease me -- tell me something without revealing what it is, that only you would know.

We're conducting a little experiment. Officer Naysayer here put something in his dad's casket - - can you tell him what it is?

A troubled looking Carolyn has the door open as Jerome, Ed and Bruce pile in, each loaded with monitors, VCRs, gauges, and various pieces of camera equipment, etc. Lorraine follows, carrying a box. Cindy and Andrea are looking down from the landing upstairs.The guys nod hellos and move on just as Roger enters from the kitchen.Even though Ed sees the doubt in Roger's eyes --Roger heads out front as Ed continues into the living room with Jerome and Bruce. Lorraine looks to Carolyn -- sincere.Sees she's not. CUT TO:

Lorraine is standing against the counter, listening to Carolyn --Off Carolyn's surprised look --All Carolyn can do is manage a slow, reluctant nod of approval. Silent tears begin to cascade down her cheeks. Bruce enters, carrying the bags of groceries, interrupting the moment -- isn't quite sure what to do. Lorraine nods to the kitchen table, which has two baskets of folded laundry sitting on it.He does. Leaves. Carolyn looks over to the groceries --Carolyn manages a slight smile.DISSOLVE TO:

The door opens. A column of outside light slides in, barely stretching to the Chevy pickup in the back. Roger comes in. As he reaches for a wall switch -- CUT TO: CONTINUED: Camera's pov - over his shoulder toward the truck. We'd swear there was the silhouette of a woman sitting inside, seemingly looking at Roger, but the second the light comes on, it illuminates a vacant interior. Resume - Roger heads over to the truck. DISSOLVE TO:

Ed comes out of the house carrying a tripod and a 35mm camera. Heads for the barn. Bruce exits a few beats behind him, un-spooling cable. CUT TO:

Roger has a jack positioned toward the front of the pickup and is working one end of a tire wrench to crank it up off the floor. There's a small toolbox next to the jack.Roger looks back over his shoulder to see Ed coming in.Roger finishes jacking up the truck. He flips the "safety" lever into the lock position on the jack.Bruce enters, continues un-spooling the cable as he approaches Ed.CONTINUED:Roger starts to unscrew the lugs. Ed mounts the camera onto the tripod. Takes the other end of the cable from Bruce and plugs into the side of the camera.He extracts a small hand-held meter from his pocket. Hands it to him.As Ed begins to hook it up --Roger looks over to him as he pulls the tire off. Sets it down.Roger, quietly amused, focuses back on the truck. Notices oil dripping from the drain pain. Rolls onto his back and scoots underneath to investigate.As Bruce looks up --At that very moment -- WHAM! THE PICKUP SUDDENLY DROPS back down to the floor, emanating a harsh, crunching sound. CONTINUED: (2) Ed and Bruce snap a look over to see Roger's legs protruding out toward them from a small 10" gap between the barn floor and side of the truck, created by the now crushed tool box. They rush over --UNDER THE TRUCK - SAME CU on Roger's terrorized face pressed slightly against the bottom of the chassis -- another millimeter and it'd be a different story.Resume - Ed and Bruce each take a leg and pull on him. His body slowly emerges. Roger looks to them --He notices the tool box.Roger gets to his feet. Picks up the Jack that's fallen over. Looks at it -- the safety lock is now off.We see by the look on Ed's face that he thinks there's more going on here than that.

Carolyn is putting clothes away in Cindy's drawers from the laundry baskets. Lorraine watches.CONTINUED:CUT TO:

Jerome is munching from a bag of potato chips while sorting through a spaghetti pile of cables that run from SEVEN different VCR's to SEVEN separate MONITORS, each labeled accordingly; basement, upstairs hallway, downstairs hallway, master, living room, barn, and the girl's bedroom. Cindy is standing next to Jerome, looks somewhat smitten. Jerome cuts off a slice of tape with a PAIR OF SCISSORS and secures it around one of the cables, holding several loops in place.She smiles. CUT TO:

Lorraine and Carolyn descend the stairs, each carrying an empty laundry basket. They stop at the foyer where their attention is drawn to Cindy and Jerome in the living room.The edge of Carolyn's lips curl into a amused smile -- CONTINUED:Carolyn turns to see Andrea on the stairway behind them, holding a hair brush and a tie-off.Lorraine hands her basket to Carolyn, then sits down on the second to last step. Taps the one below her. Andrea takes a seat on it. Carolyn heads in to the kitchen. Lorraine takes the brush from Andrea, and begins to stroke the young girl's lengthy hair.Cindy walks out of the living room. Takes a seat next to Lorraine -- watching her brush Andrea's hair.CONTINUED: (2)A subtle laugh escapes Lorraine as she gathers the hair in three sections, and begins to braid.Lorraine looks at both the girls, perusing them slightly.The girls smile. The front door swings open. Ed and Bruce enter.Lorraine sends Ed a smile as they head down the hallway toward another camera and tripod waiting to be set up. He looks a little uneasy with her interacting with the girls. She sends him a confused look -- what? He stops as Roger and Bruce continue down the hall. Waits for her to join him.Lorraine gets to her feet, goes to Ed.CONTINUED: (3)Ed looks like he's not so sure, but lets it go.Off her look -- DISSOLVE TO:

Ed enters, carrying an ornate, hand-carved wooden case. He glances to Jerome, who is busy tinkering with a contrast adjustment on a monitor. The other monitors all reveal different parts of the house.Ed smirks. Sets his box on the coffee table. Begins unloading several velvet wrapped crosses, setting them upright. Ed notices Roger crossing the foyer from the front door --Roger sees the crosses -- looks to Ed curiously.Ed takes one of the crosses and sets it up on the mantle above the fireplace. CONTINUED:He sets another on top of the Grandfather clock.Roger's amused, then leaves the room. Ed moves over to the coffee table where he sets another cross, then --The tone in Jerome's voice turns Ed immediately.Ed looks to the monitor Jerome has his eyes glued on -- and see that although the hallway is empty, the cellar door is opening slowly. SMASH CUT TO: RIGHT AFTER All the Perrons surround Jerome at the monitors, watching Ed, Lorraine and Bruce entering the cellar -- you can hear a pin drop. Ed flips on the light. CUT TO:

Bruce follows Ed and Lorraine down the steep set of steps -- camera is rolling. They get to the bottom. Ed takes a moment, looking around the basement -- glances to an EFD he's holding in his hand -- the needle is bouncing just between the 1 and the 2.Ed moves into the basement. CONTINUED:Silence.CUT TO: Bruce's pov - as he moves the camera about the room -- not sure what he's looking for. Settles on Ed -- Ed waits for a response. Stillness continues to fill the room.Resume - Ed glances to his EFD -- the needle is bouncing wildly. They wait. And wait some more. DISSOLVE TO:

Carolyn, Roger and Jerome stand at the doorway as Bruce, Lorraine and Ed file out of the basement. Ed looks to Carolyn, reading her disappointment.As Ed turns to close the basement door -- WHAM! It SLAMS SHUT with a BANG right in his face -- Everyone instantly pivots. Bruce looks the most shocked. Carolyn shoots Roger a look, who's not sure what to make out of it. DISSOLVE TO:

The clock on the counter reads 1:33 AM. Bruce enters. Sees Jerome take a Tuperware container of vegetables from the refrigerator.CONTINUED:Bruce moves over to the coffee pot.Bruce sees a salt and pepper shaker next to the coffee pot on the counter.He hands over the salt shaker --Jerome begins to salt the veggies -- heavily.Bruce shrugs --Jerome seems slightly entertained. Takes a bite of celery.Bruce glances back to him --CONTINUED: (2)Jerome smirks --Bruce can't hold back his entertained smile --Jerome takes another bite.Bruce toys with the thought, then --Lorraine enters -- Jerome lights up with a smile.Lorraine heads over to the refrigerator. Opens it.She grabs a Tab from a shelf, then looks to Bruce for his approval. He appears skeptical, but smiles anyway -- CONTINUED: (3)Lorraine walks over to him. Sets her soda on the counter.She takes them, then closes her eyes. Bruce seems a little uncomfortable. After a long moment --Lorraine opens her eyes, releases Bruce's hands.He shrugs.She looks at him somewhat surprised -- really?CUT TO:

Lorraine is seated next to Carolyn in front of the monitors, who's watching Andrea and Cindy curled asleep on Cindy's bed.DISSOLVE TO: LIVING ROOM - MORNING Shards of morning light pierce through the windows, warming up the room with golden light. Angle - the Grandfather clock kicks past 5:15 to 5:16 am. Widen - to reveal Ed, Lorraine, Bruce and Jerome, all keeping their eyes on different clocks. Not one of them have stopped. CONTINUED:DISSOLVE TO: Super - Day Two

Ed and Lorraine drive up and park next to the house. The Perron's station wagon is gone. They get out. Lorraine heads to the house. Ed heads to the barn. CUT TO:

Lorraine knocks on the front door, but there's no response. She waits a second longer, then decides to go in anyway. She opens the front door. Even though all the lights are all off, and it's somewhat dark inside, she sees -- -- Carolyn, now wearing her hair down, coming up out of the CELLAR DOOR at the end of the hall, then walk into the kitchen -- oblivious to Lorraine's presence. CUT TO:

Lorraine stands at the open door. Carolyn is at the counter with her back to her.Carolyn slowly turns to her -- it seems to take her a second to register it's Lorraine.Lorraine finds it odd, but lets it go. DISSOLVE TO:

Roger drives up to the house, has the girls with him. His headlights drag over the Warren's parked car. He pulls to a stop. As he and the kids get out, he notices the barn door is open. Light on. He heads for it as the girls continue to the house. CUT TO:

Roger walks in to find Ed working on the pickup. The front's been jacked back up. There are two pieces of firewood lodged under the front axle for extra stability. He's up to his elbows in grease as he packs the bearings.Roger walks over to the work bench. Opens a cabinet above it and grabs a can from a shelf. Pops it open as he heads over to Ed and hands it to him.Roger grabs a nearby wooden crate. Takes a seat on it. Watches Ed work.Ed ponders for a moment -- does he want to share this?Roger takes a beat.CONTINUED:Roger nods somewhat skeptically.As Ed throws more grease on the bearings --Ed looks back to Roger --Ed finishes packing the bearings. Caps it. O.C. They hear the crunch of gravel under car tires. Roger looks out the barn to see Jerome and Bruce pulling up in Jerome's van.

Bruce enters, carrying a coffee mug. Yawns. A CLOCK ON THE COUNTER reads: 3:10 AM. He sets the mug on the counter next to a coffee pot, pours himself another cup. Goes to the fridge, and takes out a milk carton from the top shelf, closes the door. CONTINUED: Sets it next to his coffee cup on the counter, then turns to a shelf above the sink for the sugar. As he's reaching for it -- A LOUD BANG echoes as the fridge door is SLAMMED SHUT. Bruce spins -- looks to it, startled and confused as he's the only one in the kitchen, then -- -- he sees that the milk carton is no longer next to his coffee cup. A DRIPPING NOISE draws his attention back to the fridge, where milk is now seeping out of it onto the floor. Bruce slowly moves over to it. Hesitates a beat, then opens the fridge. The milk carton is back on the top shelf, but it's been SMASHED completely flat, its contents spilling down the interior. CUT TO:

Bruce enters. Looks to Ed, Lorraine, Carolyn and Roger, who are seated on the sofas -- his demeanor, as well as the look on his face, drawing their attention -- Jerome looks over from the monitors.CUT TO:

Bruce follows Lorraine, Ed and Jerome into the kitchen. Looks to the fridge -- no milk is dripping. In fact, there's not even any milk on the floor. Bruce whips a glance to the counter, and there sitting next to Bruce's coffee mug, is the carton of milk, right where he set it the first time.As Lorraine follows Ed and Jerome out of the kitchen, Bruce lays a gentle hand on her shoulder, stopping her. CONTINUED:She turns.The others continue out. Bruce takes a beat, then --

CU on the EFD METER on the camera tripod in the hallway. The needle begins to bounce past 1.7 Megahertz -- then SLAMS to the outer edge of the range to 10. The camera begins to FLASH repeatedly, the CLICK CLICK CLICK sound of the motor drive blending with the popping of the FLASH. SMASH CUT TO:

The SUDDEN FLASHES from the hallway pulls Lorraine and Bruce's attention back out the kitchen door -- Lorraine quickly moves out into the hallway to see --

-- Another FLASH popping from the camera set up in the hall. Ed and Jerome, who have stopped at the bottom of the stairs, have their eyes glued on it as well. -- A second later, the CAMERA positioned at the top of the stairs starts flashing.Ed moves quickly into the --

-- where he joins Carolyn and Roger, who have their eyes glued the MONITOR as the camera keeps strobing through the dark hallway. Lorraine, Bruce and Jerome come up right behind him --They look to the monitor showing Cindy's room. As she and Andrea sleep peacefully, THEIR BREATHS are FREEZING ON EXHALE.CUT TO:

The CAMERA IN THE CLOSET starts FLASHING, strobing the room with bursting with white light. The girls start to stir. Intercut - It's really hard for Roger to stay still -- Cindy's eyes pop open -- she sits up. Freaks as the intermittent light gives her staccato glances of something staring in at her through the window -- -- it's the beast she saw before as a shadow. She SCREAMS! Andrea bolts upright in fear, then -- THE LOUD, ECHOING SOUND OF A SLIDE-BOLT CLOSING OVER AND OVER, joins the mayhem -- it's coming from the closet. Roger can't stand it -- takes off out of the room -- The SLIDE BOLT NOISE suddenly stops -- along with the FLASHES, casting the room back into darkness. The girls dash out the bedroom door into the hallway just as Roger gets there, both folding into his arms. The CAMERA at the end of the hallway STROBES A FLASH -- the girls scream again, fearful of what they can't see.

Ed is heading up as the camera at the top, pops off another FLASH. A second later -- -- the CAMERA in the downstairs hallway FLASHES, drawing Ed's attention back down the stairs. CONTINUED: He waits for more flashes, but nothing happens. Lorraine steps out of the living room and looks up to him --DISSOLVE TO:

Roger is holding Andrea in his arms, sitting on the edge of the bed, while Carolyn is latched onto Cindy, cuddled on the other side. He looks to her --Her eyes meet his. He tries to say something, but can't find the words --CUT TO:

Bruce is filming Jerome, who is holding an EFD out front of him as he slowly moves about the closet. He pushes clothing aside to get closer to the wall behind. Ed is at the entrance, unloading film from the camera on the tripod. Lorraine watches. Jerome pulls the EFD away from the wall --Roger joins the group.Ed looks to Roger.Ed knuckle taps the panel -- CONTINUED:SOON AFTER Tight on a section of wood paneling being pried back off the wall with a hammer. Widen -- to see Ed sliding the hammer up and down along a panel's seam to loosen it. He finally pulls it back off the wall -- Lorraine is the first to see -- -- A SMALL 2' x 2' TRAP DOOR framed within another wall that latches from the outside via a SLIDE BOLT -- -- A WOMAN'S VERY OBESE HAND, fingers like sausages, aggressively SLAMS it CLOSED, then SLIDES A LATCH across to lock it. Resume - Lorraine and the others are looking at the trap door. Ed kneels down. Undoes the latch. Slowly opens the door. It's too dark to see anything beyond.Roger disappears for a moment. Lorraine puts her hand on Ed's shoulder --Lorraine gets on her hands and knees as Roger comes back with a small flashlight. Hands it to her. She thumbs the switch. Shines it into the open door -- -- the light stretches into what looks like a narrow crawl space framed in wood. Lorraine slips half her body inside, keeping the light shining ahead.

Lorraine can barely make it out, but sees that the crawl space seems to open up.Her flashlight suddenly dies -- casting her into total darkness. She palms it a couple of times -- gets the beam to shine again. As she points the light down the crawl-space ahead -- -- A YOUNG BOY AND GIRL, full of angst and panic, scramble toward Lorraine, PASSING RIGHT THROUGH her body - - it's the two she saw in the photograph earlier. Resume - Lorraine is slightly startled, but continues into the room ahead.

Lorraine slowly stands, her flashlight quartering the darkness. Cobwebs everywhere reflect off the light. It falls upon a makeshift bed with an old, dust covered blanket, which has SLINKY TOY sitting on it. Lorraine picks it up -- sees a wooden box next to the bed with other toys in it. She lets her light wander, discovering that every wall is completely covered with THE SAME PHRASE scrawled in crayon, over and over. She moves closer. Sees what it says; I'M SORRY MOMMY. I'M SORRY MOMMY. I'M SORRY MOMMY. I'M SORRY MOMMY... Lorraine stops -- senses something. She slowly moves the light off the wall and angles it to her forearm -- IT'S COVERED IN GOOSEBUMPS. And for a second, her heart skips a beat -- there's something else she sees -- -- the light cascading past her forearm down to the floor illuminates BATHSHEBA'S DIRTY, CRUSTED BARE FEET, straddling her own -- from behind. Before Lorraine can turn around -- -- she is aggressively shoved into the wall. The movement jars the flashlight and slinky from her grasp and drops to the floor. SMASH CUT TO:

Ed reacts the noise and immediately heads into the crawl space. CONTINUED:

Lorraine is reaching for the flashlight on the floor just as Ed crawls in.She looks hard to him -- definitely impacted.CUT TO:

Ed and Jerome's movements are fast and precise as they are busy converting the bathroom into a small darkroom; a photo enlarger is on the counter with three solution trays lined up next to it. A small rope has been strung up along a shower rod. As Jerome pours developer into one of the trays, Ed finishes screwing in a light bulb and flips the wall switch, washing the room deep in crimson. CUT TO:

Lorraine is sitting before the monitors, her eyes on the one revealing the master bedroom, where Roger is cuddling Andrea on the bed, who is sound asleep. Carolyn is next to him, doing the same with Cindy, who is also asleep. Chirping crickets and croaking frogs drift in through an open window next to her. CONTINUED: -- A loud THUD pulls her attention outside to where she sees something flopping on the ground by the barn, dust rising -- as if there were some sort of struggle. Bruce walks into the room carrying a cup of steaming coffee.Lorraine heads out of the room. CUT TO:

Lorraine moves toward the flopping movement, which seems to be slowing with each step she takes. As she gets to it, the flopping stops. Sees it's an enormous barn owl -- neck broken, eyes wide open. Dead. A compassionate look sweeps over Lorraine's face, until she hears -- -- A DISTANT BLEND OF VOICES; pained, fearful, full of anxiety. She follows them to the back of the barn, where through a thick wall of trees and shrubs, she can barely make out an old, beaten pathway that threads through. She heads in. CUT TO:

The VOICES begin to grow in volume as Lorraine walks deeper into the growth, fighting her way through overgrown branches, following what's left of the pathway. She comes out into a small clearing to see where the voices are coming from. Before her, surrounded by a crumbling stone wall and completely overgrown with weeds, is an OLD CEMETERY with maybe forty tombstones within; some broken, some toppled, some incredibly worn. The voices seem to be coming from somewhere on the other side. She moves into it. A wind begins to tumble pieces of foliage across the ground, then one tombstone catches her attention -- the name reads: Bathsheba Sherman. She moves up to it as the voices get louder and louder -- it's almost deafening, then -- -- THE VOICES INSTANTLY STOP, and things fall into an awful silence. It becomes unnerving as Lorraine senses something, a presence -- very close. She scans the surrounding trees, but everything beyond is swallowed in the shadows of the night -- she keeps staring, knowing something is just beyond. After a moment -- CONTINUED: Lorraine turns around to Bathsheba Sherman's grave. Sees something protruding slightly from the ground before it -- it's a child's hand, half covered with dirt and leaves; the skin is white, nails chipped -- full of grime. More leaves blow away, revealing more of a body barely buried. Lorraine inches closer -- it's a young girl -- matted hair clings to the porcelain white skin on the side of her face. The head is turned sideways. As Lorraine moves around to get a better view -- She looks to the little girl's face -- blanches, it's her daughter, Judy. Then, the exposed white skin begins to grey, and continues to darken and becomes ash-like -- the breeze blowing every part of her away. Panic invades Lorraine's body as a slow realization overwhelms her. She takes off running back the way she came. SMASH CUT TO:

Trees branches claw at Lorraine's clothes as she retraces her steps on a wild scramble to get back. She can see the barn up head. She blows out the overgrowth and continues her sprint past the barn and to the house -- -- barely slows to whip open the front door.

As Lorraine dashes into the house and heads to the kitchen, Bruce looks at her from the living room, confused by her frenzy of motion.

Lorraine comes running into the kitchen. She's out of breath. Immediately goes to the phone on the wall. Quickly dials. Ed walks in, curious to what's going on. He's about to say something when she raises her hand to give her a second.Lorraine looks to Ed -- tears in her eyes. Keeps the phone to her ear -- CONTINUED:A VOICE comes back on the phone -- Lorraine breathes a sigh of relief.Lorraine slowly hangs up.Lorraine looks to him, troubled. Tears cascading --He takes her by the shoulders --He pulls her into an embrace -- gentle, sympathetic. Whispers -- CONTINUED: (2)Lorraine takes a beat -- the realization setting in. She gives the slightest of nods, knowing he's right. Roger pokes his head into the kitchen -- Andrea, who's half asleep, is in his arms.Ed looks to Lorraine, then addresses Roger --

CU on a pair of tongs holding onto a sheet of photo paper as it's dipped in a tray of developer. As a photo begins to emerge of the stairway -- Widen -- to see Ed holding the tongs. Jerome's busy taking an already developed photo out of the wash tray, and clipping it onto a small rope tied to the shower rod. Both are focused. Something in Ed's picture draws his attention in for a closer look -- -- A FIGURE begins to materialize on the staircase. SMASH CUT TO:

Ed hurries in. Sees that Andrea is asleep, curled up on the sofa next to Roger, who is stroking her hair. Lorraine is seated close by. Bruce has crashed in the chair by the monitors. Lorraine and Roger look to Ed --CUT TO:

Ed, Lorraine, Carolyn and Roger are standing at the table, looking at a photograph -- Jerome stands aside, holding two more photos in his hand.Angle on the photo - although grainy and transparent, it's definitely the same boy with glasses Lorraine saw, but he's at the top of the stairs, heading down.He drops a second picture. Although it's the same angle, the boy is now five steps further down the stairs. He's got a terrified look on his face as he's looking back up over his shoulder at something at the top of the stairs.Jerome drops the third photo from his hand onto the table before them. The image of the boy is gone, but at the top of the stairs is the dark presence of Bathsheba Sherman -- although grainy and transparent as well, her image is a lot more defined, and what stands out more than anything are -- -- her pupil-less, snow white eyes.Roger and Carolyn's eyes are wide, transfixed.CUT TO:

CU on the mantle where the cross Ed set up, topples with a soft "clink". CONTINUED: Widen -- A SECOND CROSS set on top of the Grandfather clock, falls onto a rug below with a muffled thud. A THIRD CROSS on the coffee table joins suit. The noise stirs Bruce, then --His eyes shift to over to her. Although she's semi- asleep, she thinks someone's messing with the back of her hair. Bruce watches in total shock as the back of Andrea's hair seems to rise up on its own. He slowly grabs his camera to document it. CUT TO: Camera's pov - as a groggy Andrea reaches behind and irritatingly swats at something that's not there. Her long hair continues to rise --This time, she opens her eyes and sees that no one's doing it, but -- -- Her hair SNAPS TAUT and she's aggressively yanked off the chair and onto the floor. She screams as she begins to get wildly snaked all over the floor -- Although Bruce drops the camera to its side -- it keeps rolling, giving us a side view of Bruce moving over to Andrea and grabbing onto her. Resume - Whatever has hold of Andrea's hair, is strong enough to keep moving them both as Bruce tries to protect her, enveloping the young girl with his large body, tumbling this way, then that way, when -- -- the two of them are slammed into the coffee table where Bruce takes most of the impact -- pieces of wood go flying. Ed and Lorraine come running in -- Ed joins the fight, struggling to hold Bruce/Andrea in one place -- it isn't working. The fight continues -- Andrea is wild-eyed, screaming hysterically -- her hair stretched to its limit. Roger comes racing in, then Carolyn, who seems less disturbed --CONTINUED: (2) Bruce and Andrea hit the corner of the sofa, which pushes it four feet across the wood floor -- then they're immediately dragged once again -- Roger attempts to latch on to them -- the strain on Andrea's hair looks like it's going to be pulled out of her scalp, until -- WHOOSH! A PAIR OF SCISSORS slices right through it, releasing all tension. The struggle instantly stops. Standing over Bruce and Andrea is Lorraine, Jerome's scissors in hand. Roger immediately pulls Andrea into his arms. Ed looks to a very distraught Bruce, whose face is bloody from a wound on his forehead.Ed sees the light on the camera --Bruce nods. CUT TO:

Ed and Roger approach the back of the Perron's station wagon, each carrying two small suitcases. The first rays of morning light pierce the horizon.Roger opens the back of the car --We see the gratitude runs deep for Roger as he places the suitcases inside. CONTINUED:Roger looks to him --CUT TO:

Lorraine comes out of the living room. Bruce and Jerome are in the background, breaking down the equipment. She approaches Andrea, who is sitting in Cindy's lap on the bottom step -- the trauma still apparent on her face. It's hard for Lorraine to see this little girl like this.Andrea stands and gives Lorraine an unexpected embrace. It lingers. Lorraine is first to unlock from the hug, but Andrea still clings for a few seconds longer, then lets her go. Looks to Cindy --Lorraine's walks to the kitchen doorway -- peers in. It's empty. She notices that the back door is open. CUT TO:

Lorraine heads outside. She catches a glimpse of Carolyn heading into the woods behind the barn. CUT TO:

Lorraine makes her way through the woods, literally retracing her steps from before. As she approaches the clearing, she can see -- -- Carolyn sitting on the wall of the cemetery with her back to her. Light pierces down through the thick canopy above.Carolyn doesn't turn around. Lorraine slowly approaches.As Lorraine nears, it's hard to tell if it's the afternoon light and shadows are playing tricks with her eyes, but it looks like, from the side view, there's something off about Carolyn's face -- it almost looks like another woman's -- Carolyn slowly swivels her head to Lorraine -- which seems normal now, but there's a distance in her eyes.Lorraine notices that Carolyn is holding the SLINKY she saw in the hidden room. DISSOLVE TO:

High camera angle - drops down onto the Warren's Plymouth as they drive across Bunker Hill Bridge and into downtown Boston. CONTINUED: Camera keeps dropping down. We're close enough to see the Plymouth pull curbside to:

Ed parks in front of a very large, impressive stone structure with peaked roofs and stained glass. As Ed and Lorraine get out of the car, THEY HEAR the soft, angelic singing voice of a young boy emanating from the open front doors of the church. They head up the stone steps to the open doors. The singing continues. CUT TO:

Ed and Lorraine enter. They are dwarfed by its massive size. The center aisle splits through numerous rows of pews. Up front, a choir director stands off to the side during a rehearsal, as a young boy sings his heart out. An all boys choir stand silent behind them. Ed dips his fingertips into a bowl sculpted from marble, full of Holy water. Says a silent prayer, then crosses himself. Lorraine follows suit. The two of them are approached by Father Jordon. Greets them with a warm smile.DISSOLVE TO: Camera's skewed pov of - THE LAST FEW SECONDS WITH BRUCE AND ANDREA thrashing about the floor, just as she gets her hair cut by Roger. Wide to see, we're --

Ed and Lorraine are sitting down with Father Jordon. Thick curtains are pulled across a paned window. Father Jordon turns off a projector next to him that's been throwing the sequence onto a screen set up against a wall. We see Ed's tape recorder on the table as well. Ed and Lorraine look to Father Jordon for his response. He seems a little stunned.DISSOLVE TO:

Ed and Lorraine exit their car. Judy comes out the front door and Lorraine runs to her, swooping her up in her arms. Ed's mom is in the background. DISSOLVE TO: SUPERIMPOSE: SIX DAYS LATER

Lunch crowd. Don McLean's "American Pie" plays in the b.g. as Cindy and Andrea are sitting on bar stools at a linoleum counter, picking through lunch. Out of ear shot, and seated at a booth opposite the counter, is Roger. He's with Ed and Lorraine, and looks stressed out.Off their look -- CUT TO:

A set of knitting needles are placed on a counter. Widen - we see it's a very unkept Carolyn who has placed them there to purchase. Shannon's niece, Maddy, is at the cash register, a little uneasy.CONTINUED: Carolyn shakes her head no. DISSOLVE TO:

A massively impressive structure of stone, stained glass and towering cathedrals. Ed is in a phone booth on the corner, the phone pressed to his ear --CUT TO:

The phone rings. Lorraine enters the kitchen and answers it.CONTINUED: O.C. The doorbell rings.CUT TO:

Judy comes down the stairs.She continues to the front door. Opens it to see a UPS DELIVERY MAN standing before in a crisp brown uniform. Holds an over-sized manila envelope.He hands her a large manila envelope.He leaves. CUT TO:

Judy walks in -- Lorraine's still on the phone.Lorraine looks to her -- sees the envelope and reads the return address: it's from Shannon in Harrisville. She motions for Judy to put it on the desk, which she does. Judy grabs a small basket off the kitchen counter. Looks to her mom -- CONTINUED:Lorraine covers the mouthpiece.Judy heads out the back door. CUT TO:

Judy makes her way to the chicken coop. Calls out --AT THE COOP Judy opens the coop door. Steps in. She's surprised to see that there aren't any chickens outside the hen house, but -- Something in the dirt at her feet catches her attention. She takes a closer look -- -- It's the SLINKY from the Perron house, half in and out of the dirt. She picks it up. Examines, then puts it in her basket as she heads to the henhouse door.More silence. Judy unlatches the door. Swings it open. She steps in.

As Judy's eyes slowly adjust to the minimal light, unbeknownst to her, the HENHOUSE DOOR slowly closes behind her. CUT TO:

Lorraine watches Judy out through the window.CONTINUED: Just as she hangs up -- an ear curdling SCREAM from Judy ERUPTS FROM THE HENHOUSE. Lorraine's body goes tight, then she kicks it into high and races out of the kitchen to the backyard.

Lorraine is moving fast as her legs will carry her to the chicken coop.No answer -- and it's killing her. AT THE CHICKEN COUPELorraine barely slows down to open the outer door and move inside the coop.She sprints to the henhouse door and tries to open it, but it won't budge -- she gives it everything she's got, pulling as hard as she can, then -- it finally whips open. Lorraine races in --

-- Sees Judy on her knees, facing the opposite direction. She turns to her mom, tears rolling down her cheeks. Has one of the chickens in her lap -- it's not moving.Lorraine looks past her daughter -- dead chickens are everywhere -- all their necks broken at obscured angles. Lorraine sees the slinky in the basket next to her daughter. Dread begins to set in for Lorraine.Through her tears, Judy follows her mom's sight to the basket.CUT TO:

Lorraine and Judy, who's now wearing pajamas, sit on the edge of a four posted, chiffon-canopied bed as Lorraine finishes braiding Judy's hair. She has calmed down significantly.MASTER BEDROOM - LATER A shaft of moonlight piercing through a window, stretches across Lorraine's face in bed. Lorraine's EYES SUDDENLY POP OPEN, startled. She looks to Judy, who's talking in her sleep, saying:The words chill her to the bone. She gives Judy a slight nudge --Judy doesn't awaken, continues --She shakes her harder. Judy's words fade as she rolls over, sound asleep. Lorraine slowly sits up, digesting the current event. She gasps -- -- someone is standing in the far corner of the room. -- it looks like Bathsheba Sherman staring right at her, but -- -- it's not a ghostly image -- IT LOOKS REAL. CONTINUED: Keeping her eyes on the corner, Lorraine reaches her hand over to turn on the lamp. Flips the switch -- illuminating the corner, where -- -- there is no woman. Only a narrow corner cabinet. Lorraine lets out a sigh --CUT TO:

Lorraine, now wearing pajamas, finishes washing her face, then exits, turning the light off.

She walks over to the bed where Judy is sound asleep. Crawls under the covers. As she reaches to turn off the light -- her blood pressure races north -- the SLINKY she threw away is right there. The four posts on her bed begin CREAKING -- she slowly looks up -- -- stretched out upon the canopy, is Bathsheba Sherman -- the contours of her eyes, face and body clearly outlined as she descends closer and closer -- the force of which causing each of the bed posts to strain, bending inward like they're made of rubber. Lorraine remains paralyzed, unable to move... chilled by the ominous reality of this unholy spirit. Lorraine digs deep and finds some inner strength to get herself moving -- scoops Judy up. Dashes out through the bedroom doorway just as the door whips closed right behind her. CUT TO:

As he sets the thermos down on the passenger seat, his heart skips a beat -- -- The PICTURE OF JUDY dangling from the mirror has changed. CONTINUED: The CROSS is now broken and hanging upside down, and Judy's eyes are white, void of pupils, identical to Bathsheba Sherman's in the earlier photograph. SMASH CUT TO:

Camera slowly moves through the house. Everything is still. The only thing we hear is the PHONE RINGING and RINGING -- no one answers. SMASH CUT TO:

Ed's hauling ass as he slides a turn and pulls up in the driveway of his house. Skids to a stop. Jams out. CUT TO:

The door swings open. Ed swiftly enters.No answer.He sprints up a set of stairs before him. ON THE STAIRS/HALLWAY Ed, takes two at a time, speeds to the top, then makes a hard right, heading for the Master bedroom. The door is closed. Ed gets to the door. Opens it. He looks to the bed. Empty. His panicked gaze shifts about the darkness -- Lorraine's not in there. Ed continues down the hallway to Judy's room. Door's closed too. He slowly opens it -- afraid of what he's going to find. CONTINUED: He looks to the bed. Empty as well. His panicked gaze shifts about the darkness, then there, tucked in a shadow is the silhouetted body of Lorraine. She's sitting on the floor with Judy in her lap. Ed dashes to them -- Lorraine's got a bible open before her, and a Rosary tucked into her hand. She and Ed's eyes meet --She doesn't say anything, almost as if she can't, then --SMASH CUT TO:

Ed moves into the kitchen -- full of anger. Lorraine's behind him.Ed goes to an address book by the phone on the counter -- quickly thumbs through it.Ed finds it incredulous. Sees the number he's looking for and dials. Lorraine is near tears.

A single light illuminates Bruce. Has the phone to his ear. Rain pelts against the windows. His pregnant wife, same age, appears in the doorway, concerned.CONTINUED:Bruce slowly hangs up. Looks to his wife --

Jerome is behind the wheel listening to an Eagles eight track kick out "TAKE IT EASY". Early morning light is just peeking over the horizon. As the van crests a knoll -- -- HE HAS TO LOCK UP HIS BRAKES! Blocking the road before him is a horrible accident between a Ford Pinto and a Chevrolet station wagon. Skid marks scar the pavement. Smoke and steam rise from both. Jerome holds the wheel tight, fighting for control as his van fishtails and SLIDES onto the dirt shoulder. He clips the front of the Pinto, spinning the van into a three-sixty before it comes to an abrupt stop. He looks back at the wreckage. See that two teenagers are emerging out of the Pinto, but the station wagon's solo occupant, a man in his fifties, is slumped forward, not moving, and flames have engulfed the engine compartment.

Jerome exits the van and races to the station wagon -- passing the teenagers, who are bloody and confused.He gets to the station wagon -- the driver's window is down. His head leaning against the steering wheel. Still wears his seat belt. Morning news flows from the radio. Jerome reaches in, feels for a pulse -- finds one. Looks to the engine. Flames are growing. Grabs for the driver's door handle, but it's all smashed in. CONTINUED: Reaches through the window to open it from the inside and pulls on the lever -- doesn't work either. He quickly moves around to get to the other door -- the heat growing intense as he rounds the front and gets to the other side. As he pulls the door open -- The radio continues in the background --SKIDDING TIRES drown out the DJ. Jerome looks to see that an EIGHTEEN WHEELER has come over the knoll and is a WALL OF METAL sliding right at him sideways -- brakes locked up. Jerome doesn't even have time to react as -- -- WHAMMMM! The tail end of the rig picks him clean away from the station wagon -- like he was targeted. SNAP TO BLACK:

Ed's on the phone as he stands at the counter. Looks frustrated.Just as Ed hangs up the phone, IT RINGS. He finds it odd, but answers.As he listens, his face pales, his head lowers into one hand; grieving. CONTINUED:Lorraine enters, looks to Ed, immediately sensing more trouble -- Ed continues to listen for a few beats, then --He numbly hangs up.He slowly rolls his head toward her --Lorraine couldn't have heard that right.Lorraine's eyes well -- Ed gets enraged. Slams his fist hard onto the counter.A wave of determination sweeps over him.She moves over to him as he's grabbing his keys.The lack of faith in his voice stings her hard. He walks out of the kitchen. CUT TO:

No, I'm sorry -- we don't expect him to return until this afternoon.

Ed's sitting in the driver's seat. Just as he starts the car, the back passenger door opens. CONTINUED: He looks to see Lorraine, who has the manila envelope from Harrisville tucked under her arm, helping Judy in --The look on Lorraine's face leaves no doubt for Ed that she's back on track. He nods. She closes the back door, then climbs into the front. DISSOLVE TO: IN THE CAR - LATER Ed is driving as Lorraine reads the pages sent from Shannon -- they pass a sign that reads: Boston 245 miles.SMASH CUT TO: UNDERWATER - BLACK AND WHITE FOOTAGE Of the boy Cindy saw on the stairs -- his last breath of life escapes his mouth in an air bubble as his mother holds him under a foot of water near the shore of a pond. The body goes limp, his eyes locked wide open, staring at his mother, standing above the surface of the water -- expressionless.SMASH CUT TO: THE MOTHER CONTINUED: stepping right in front of a fast moving train -- it's brutal as we catch glimpses of her body tumbling under the train. Resume -Lorraine looks to Ed with a sudden realization --CUT TO:

Ed and Lorraine walk right into Father Jordon's office, who's in the middle of speaking with the ARCHBISHOP, FATHER O'MALLEY; distinguished looking - late sixties. Both are caught off guard by the intrusion.Father O'Malley takes a beat -- what he's about to say doesn't look easy.Ed looks like he's been sucker punched.CONTINUED:Ed is dumbfounded.CUT TO:

Believe me, we've tried, but the Vatican is worried about public opinion if they were to step outside the boundaries of the church.

Please understand, my hands are tied on this matter -- I feel horrible about this.

A bitter Ed and Lorraine walk out of the church with Father Jordon.Father Jordon reaches out to Ed and Lorrain -- stops them. As their eyes meet -- there's an intensity to his gaze.Ed looks at him like he's out of his mind.CONTINUED:Ed looks to Lorraine, both their minds a whirl of limited options. CUT TO:

Cindy and Andrea approach their hotel room. Just as Cindy reaches for the doorknob, the door swings open, revealing Carolyn standing right before them. Her dirty hair is pulled back and is wearing a long grey dress -- she's even more gaunt and unkempt than the last time we saw her. She steps out, closing the door behind her.CUT TO:

Camera pans across the room and finds Roger on the floor next to a broken lamp. He's not moving and the back of his head is bloody from a blow to the head. CUT TO:

Carolyn's driving. The girls are in the back. They ride in silence for a few moments, then -- CONTINUED:Carolyn doesn't answer. The girls look to each other, more confused. Their worry continues to escalate. Carolyn shifts her eyes to the rear view mirror and for a brief moment, THE EYES WE SEE are not hers anymore; these are dark, menacing, soulless. DISSOLVE TO: S.O. OF A PHONE RINGING. AND RINGING.

Ed holds a phone to his ear. Lorrain is in the Plymouth, parked outside the booth. SMASH CUT TO:

CU on the phone as it continues to ring. Rings again. And again. A hand then reaches into frame and fumbles for the receiver. Grabs it. Widen -- it's Roger, who's fighting some pain as he holds the back of his head.Roger finally answers --TIME CUT TO:

Carolyn turns down the driveway and heads toward their house that sits dark in the distance.No answer from Carolyn, who continues to the front of the house and parks. She grabs a bag holding the KNITTING NEEDLES as she gets out. CONTINUED: Cindy and Andrea look at each other -- they can't figure out what's going on as they watch their mom continue to the front door and disappear inside the house, leaving the entrance completely open. CUT TO:

Cindy and Andrea walk up to the front door with caution in their steps. A chill chews on their spines -- -- the cellar door at the end of the hallway is wide open -- the deep scratches an eerie reminder of why they've kept it closed. The chair and wedge have been pushed aside.Still no response. Cindy takes Andrea by the hand, and reluctantly heads inside the house. They go down the hallway toward the cellar -- slow step after slow step.When they get to the door, they peer in to see, a vacant staircase.A slight shuffling noise is the only response.The noise stops. Cindy's instincts are screaming at her to leave, but this is her mom.Cindy tries the light switch -- doesn't work.Cindy ignores her.

She heads down. Stops halfway -- CONTINUED:WHOOSH! A HAND suddenly shoots out from between the stairs, grabbing onto her ankle, tripping her -- -- Cindy grabs onto the handrail to keep herself from falling. She looks to the gap between the stairs to see her mom staring out at her with those wild, soulless eyes -- hand still latched onto her foot. Cindy heel drives her free foot against her mother's wrist, freeing the grasp she has on her and scrambles back up the stairs.

Cindy WHIPS THE DOOR CLOSED! The second she slams the chair back into place -- A LOUD, VIOLENT BANGING ON THE DOOR reverberates right before her. The girls recoil from the impact, visibly trembling -- how did their mom get there so fast. Either way, they're getting the hell out of there. Two steps into their departure -- -- THE CELLAR DOOR flies off hinges -- the chair goes flying. Standing in the doorway, half in and out of the darkness, is Carolyn; her breath is elevated, almost hissing on each exhale as she grips the knitting needles tight in one hand. Both the girls spin on their heels. Race for the front door, which SLAMS SHUT right before them. The girls scream. Cindy struggles with the door, but it won't budge.Movement through a side window catches her attention -- -- it's Roger racing up the driveway in the pickup.Cindy throws a panicked look over her shoulder to see her mom approaching. She grabs her little sister by the hand and races up the stairs. SMASH CUT TO:

Roger slides the truck to a skidding stop. Jumps out. CONTINUED:Roger runs to the front door. It's locked. Front kicks the crap out of it until it busts from its frame. Rushes in. SMASH CUT TO:

CU ON POLICE CRUISER LIGHTS FLASHING Widen. We see Ed and Lorraine's car traveling right behind Bruce Levy, who is driving a POLICE CRUISER, escorting them at high speed as they slide a turn onto the Perron's driveway. CUT TO:

Ed and Lorraine see Roger's truck with its door open -- engine still running. Its headlights are on, lighting the house like center stage. The cars skid to a stop. Just as they all get out - -- A GUNSHOT ECHOES OUT IN THE NIGHT as a muzzle flash pops from a bedroom window upstairs. SMASH CUT TO: Lorraine turns and gives Ed a disturbed look. Bruce is with them as they all head into the house. He draws his gun.

Ed, Bruce and Lorraine kick it into high, racing up the stairs. CUT TO:

As they come off the top of the stairs --Ed races down the hallway to the master bedroom. Door's closed. Lorraine and Bruce are right behind. CONTINUED: Ed yanks the door open to see -- -- Roger has a rifle pointed point blank at Carolyn's head, who has her arms wrapped around Andrea in a death grip, holding her next to the bed -- the knitting needles having fallen to her feet. There's scattered plaster on the floor from a fresh bullet hole in the ceiling above. Cindy is a short distance away, petrified.He snaps --Andrea struggles... barely able to breath. Ed moves closer to Roger, who's barely holding it together.Bruce moves into the room, closes in on Roger --Roger looks like he could lose it any second --We see Roger struggling with a decision -- stares at Carolyn's maniacal face before him. CONTINUED: (2) She seems to be enjoying every second of this, tormenting him by pulling Andrea in tighter --Carolyn immediately puts more pressure on Andrea -- who is now beginning to turn slightly blue. He raises it up again.Roger yields.As he lowers the gun to give to Bruce -- WHAM! He's kicked by Carolyn with such brute force, he flies backwards across the room into the wall. Glass flies, gun goes sliding across the floor. Cindy's losing it fast. Ed and Bruce move in to grab hold of Carolyn. Ed gets a backhand to the face. Draws blood. Bruce leaps onto Carolyn, bringing she and Andrea to the floor, but her grip remains strong on Andrea, continuing to squeeze the life out of her, now more than ever.Loraine and Roger latch onto the arms, her strength over- whelming -- Ed gets to his feet, extracting the vial of Holy water. Dips his forefinger into it. Crosses himself.Carolyn instantly arches her back, folding her body into an upside down "U". Ed gets close, reaching out, placing his finger on Carolyn's forehead, making the sign of the cross --Behind it all, we hear Lorraine saying the Lord's prayer. The pictures fly off the dresser at sonic speed and disintegrate into the opposing wall. Glass shatters. CONTINUED: (3)Cindy stands still -- paralyzed with fear.Ed makes the sign of the cross over his chest, then flicks Holy Water on Carolyn. A GUTTURAL SCREAM escapes Carolyn's mouth, which looks like a spider web of saliva - - and for a nano-second, her skin becomes transparent, veiny, pulsating, She begins to writhe and rotate on the wood floor, taking anyone holding on with her -- her body is unnaturally stiff. A SOURCELESS WIND erupts within the room -- spinning everything around -- clothing and hair whip uncontrollably.Lorraine sees Carolyn's eyes keep fading back and forth -- from pitch black pupils, to blue -- as if there were an internal struggle going on --The dresser slides across the floor, ripping DEEP SCRATCHES in the wood. It just misses Lorraine by a fraction as it plows right by her, bounces off the bed frame and embeds into the drywall. Lorraine looks to Cindy --Ed pauses for a second, his mind racing through limited options. Agrees with Lorraine. Nods. CONTINUED: (4)Cindy quickly obeys, holding down her mom's feet as Carolyn arches unnaturally; a contortion that would seemingly break anyone's back -- -- Carolyn then collapses back down to the floor with a loud thud, but keeps her death grip on Andrea, who's now limp in her arms; her face turning blue from lack of Oxygen. Ed and Bruce frantically try to pry her fingers off of Andrea, but she's too strong. The wind builds in intensity. Lorraine looks into Carolyn's eyes that continue to fade back and forth --The bed flips up against the wall, windows blast open, the lights surge with power. Carolyn gives one last burst of energy; muscles twitch and veins rise from under her skin, but everyone holds her down tight -- then, like someone pulled the plug, Carolyn stops moving, becomes limp, almost catatonic. Her arms fall off of Andrea, who rolls to the floor in a dead heap. Everything falls still -- not a sound. It's over. Roger immediately begins to give his daughter mouth to mouth -- everyone watches on. Crying, praying, hoping... A cough draws their attention -- it's Carolyn, who is attempting to get her bearings... when she finally does, she's overwhelmed when she sees her daughter not moving, then - -- a small cough erupts from Andrea, who then takes a deep breath. Tears flood from her father and sister. Carolyn crawls over to them, stares at Andrea eye to eye; both emotional wrecks. Pulls her into an embrace. Roger and Cindy join in. Lorraine takes a beat watching the Perron's reunited, then looks to Ed. Goes over to him. Their eyes meet -- she smiles. CONTINUED: (5)Long beat.A slow smile grows on her lips --SLOW DISSOLVE: TO:

Ed and Lorraine pull up in their driveway. Judy and her Grandmother come out the front door to greet them. Judy runs to the car. As Lorraine gives her a warm hug, Ed extracts a box from the back seat and hands it to her. She opens the top to see TWELVE BABY CHICKS INSIDE. Off her smile, we fade out. The end. Over black

The Perron family left the house that day, and never returned. They relocated to Oregon, where they haven't had anymore encounters. Shortly after their move, the house was purchased by an anonymous buyer, whom Ed and Lorraine believe was the Catholic Church. The Warrens went on to investigate over eight thousand cases, and to this day, Ed is the only non-ordained Demonologist ever recognized by the Vatican. It was one year later that the Warren's were called to Amityville.

BLACKNESSThen two faint lights appear , close together ... growing brighter . They resolve into two DEEP SUBMERSIBLES , free-falling toward us like express elevators . One is ahead of the other , and passes close enough to FILL FRAME , looking like a spacecraft blazing with lights , bristling with insectile manipulators . TILTING DOWN to follow it as it descends away into the limitless blackness below . Soon they are fireflies , then stars . Then gone .CUT TO :PUSHING IN on one of the falling submersibles , called MIR ONE , right up to its circular viewport to see the occupants . INSIDE , it is a cramped seven foot sphere , crammed with equipment . ANATOLY MIKAILAVICH , the sub 's pilot , sits hunched over his controls ... singing softly in Russian . Next to him on one side is BROCK LOVETT . He 's in his late forties , deeply tanned , and likes to wear his Nomex suit unzipped to show the gold from famous shipwrecks covering his gray chest hair . He is a wiley , fast-talking treasure hunter , a salvage superstar who is part historian , part adventurer and part vacuum cleaner salesman . Right now , he is propped against the CO2 scrubber , fast asleep and snoring . On the other side , crammed into the remaining space is a bearded wide-body named LEWIS BODINE , sho is also asleep . Lewis is an R.O.V . ( REMOTELY OPERATED VEHICLE ) pilot and is the resident Titanic expert . Anatoly glances at the bottom sonar and makes a ballast adjustment .CUT TO :

A pale , dead-flat lunar landscape . It gets brighter , lit from above , as MIR ONE enters FRAME and drops to the seafloor in a downblast from its thrusters . It hits bottom after its two hour free-fall with a loud BONK .CUT TO :

5 MINUTES LATER : THE TWO SUBS skim over the seafloor to the sound of sidescan sonar and the THRUM of big thrusters . 6 The featureless gray clay of the bottom unrols in the lights of the subs . Bodine is watching the sidescan sonar display , where the outline of a huge pointed object is visible . Anatoly lies prone , driving the sub , his face pressed to the center port .Out of the darkness , like a ghostly apparition , the bow of the ship appears . Its knife-edge prow is coming straight at us , seeming to plow the bottom sediment like ocean waves . It towers above the seafloor , standing just as it landed 84 years ago . THE TITANIC . Or what is left of her . Mir One goes up and over the bow railing , intact except for an overgrowth of `` rusticles '' draping it like mutated Spanish moss . TIGHT ON THE EYEPIECE MONITOR of a video camcorder . Brock Lovett 's face fills the BLACK AND WHITE FRAME .The image pans to the front viewport , looking over Anatoly 's shoulder , to the bow railing visible in the lights beyond . Anatoly turns .CUT WIDER , to show that Brock is operating the camera himself , turning it in his hand so it points at his own face .Brock resumes his serious , pensive gaze out the front port , with the camera aimed at himself at arm 's length .Anatoly rolls his eyes and mutters in Russian . Bodine chuckles and watches the sonar .Mir Two drives aft down the starboard side , past the huge anchor while Mir One passes over the seemingly endless forecastle deck , with its massive anchor chains still laid out in two neat rows , its bronze windlass caps gleaming . The 22 foot long subs are like white bugs next to the enormous wreck .Mir Two lands on the boat deck , next to the ruins of the Officer 's Quarters . Mir One lands on the roof of the deck hous nearby .Bodine slips on a pair of 3-D electronic goggles , and grabs the joystick controls of the ROV . OUTSIDE THE SUB , the ROV , a small orange and black robot called SNOOP DOG , lifts from its cradle and flies forward .SNOOP DOG drives itself away from the sub , paying out its umbilical behind it like a robot yo-yo . Its twin stereo-video cameras swivel like insect eyes . The ROV descends through an open shaft that once was the beautiful First Class Grand Staircase . Snoop Dog goes down several decks , then moves laterally into the First Class Reception Room . SNOOP 'S VIDEO POV , moving through the cavernous interior . The remains of the ornate handcarved woodwork which gave the ship its elegance move through the floodlights , the lines blurred by slow dissolution and descending rusticle formations . Stalactites of rust hang down so that at times it looks like a natural grotto , then the scene shifts and the lines of a ghostly undersea mansion can be seen again . MONTAGE STYLE , as Snoop passes the ghostly images of Titanic 's opulence : 10 A grand piano in amazingly good shape , crashed on its side against a wall . The keys gleam black and white in the lights . A chandelier , still hanging from the ceiling by its wire ... glinting as Snoop moves around it.Its lights play across the floor , revealing a champagne bottle , then some WHITE STAR LINE china ... a woman 's high-top `` granny shoe '' . Then something eerie : what looks like a child 's skull resolves into the porcelain head of a doll . Snoop enters a corridor which is much better preserved . Here and there a door still hangs on its rusted hinges . An ornate piece of molding , a wall sconce ... hint at the grandeur of the past . THE ROV turns and goes through a black doorway , entering room B-52 , the sitting room of a `` promenade suite '' , one of the most luxurious staterooms on Titanic .Glinting in the lights are the brass fixtures of the near-perfectly preserved fireplace . An albino Galathea crab crawls over it . Nearby are the remains of a divan and a writing desk . The Dog crosses the ruins of the once elegant room toward another DOOR . It squeezes through the doorframe , scraping rust and wood chunks loose on both sides . It moves out of a cloud of rust and keeps on going .The remains of a pillared canopy bed . Broken chairs , a dresser . Through the collapsed wall of the bathroom , the porcelain commode and bathtub took almost new , gleaming in the dark .SEVERAL ANGLES as the ROV deploys its MANIPULATOR ARMS and starts moving debris aside . A lamp is lifted , its ceramic colors as bright as they were in 1912 .Lewis grips a wardrobe door , lying at an angle in a corner , and pulls it with Snoop 's gripper . It moves reluctantly in a cloud of silt . Under it is a dark object . The silt clears and Snoop 's cameras show them what was under the door ...CLOSE ON LOVETT , watching his moniteors . By his expression it is like he is seeing the Holy Grail .ON THE SCREEN , in the glare of the lights , is the object of their quest : a small STEEL COMBINATION SAFE .CUT TO :

Come left a little. She's right in front of us, eighteen meters. Fifteen. Thirteen... you should see it.

It still gets me every time... to see the sad ruin of the great ship sitting here, where she landed at 2:30 in the morning, April 15, 1912, after her long fall from the world above.

Dive nine. Here we are again on the deck of Titanic... two and a half miles down. The pressure is three tons per square inch, enough to crush us like a freight train going over an ant if our hull fails. These windows are nine inches thick and if they go, it's sayonara in two microseconds.

You know, boss, this happened to Geraldo and his career never recovered.

She's a goddamned liar! A nutcase. Like that... what's her name? That Anastasia babe.

She says she's Rose DeWitt Bukater, right? Rose DeWitt Bukater died on the Titanic. At the age of 17. If she'd've lived, she'd be over a hundred now.

Okay, so she's a very old goddamned liar. I traced her as far back as the 20's... she was working as an actress in L.A. An actress. Her name was Rose Dawson. Then she married a guy named Calvert, moved to Cedar Rapids, had two kids. Now Calvert's dead, and from what I've heard Cedar Rapids is dead.

The bow's struck in the bottom like an axe, from the impact. Here... I can run a simulation we worked up on this monitor over here.

We've put together the world's largest database on the Titanic. Okay, here...

She hits the berg on the starboard side and it sort of bumps along... punching holes like a morse code... dit dit dit, down the side. Now she's flooding in the

forward compartments... and the water spills over the tops of the bulkheads, going aft. As her bow is going down, her stern is coming up... slow at first... and then faster and faster until it's lifting all that weight, maybe 20 or 30 thousand tons... out of the water and the hull ca n't deal... so SKRTTT!!

... it splits! Right down to the keel, which acts like a big hinge. Now the bow swings down and the stern falls back level... but the weight of the bow pulls the stern up vertical, and then the bow section detaches, heading for the bottom. The stern bobs like a cork, floods and goes under about 2:20 a.m. Two hours and forty minutes after the collision.

The bow pulls out of its dive and planes away, almost a half a mile, before it hits the bottom going maybe 12 miles an hour. KABOOM!

The stern implodes as it sinks, from the pressure, and rips apart from the force of the current as it falls, landing like a big pile of junk.

So let me get this right. You were gon na kill yourself by jumping off the Titanic?

Do n't you love it? There's Smith, he's standing there with the iceberg warning in his fucking hand...

We never found anything on Jack. There's no record of him at all.

Well, here it is, the moment of truth. Here's where we find out if the time, the sweat, the money spent to charter this ship and these subs, to come out here to the middle of the North Atlantic... were worth it. If what we think is in that same... is in that safe... it will be.

You send out what I tell you when I tell you. I'm signing your paychecks, not 60 minutes. Now get set up for the uplink.

How it's going? It's going like a first date in prison, whattaya think?!

Hi, Dave? Barry? Look, it was n't in the safe... no, look, do n't worry about it, there're still plenty of places it could be... in the floor debris in the suite, in the mother's room, in the purser's safe on C deck...

Yes, hi, Tracy. You know, Titanic is not just A shipwrick, Titanic is THE shipwreck. It's the Mount Everest of shipwrecks.

I've planned this expedition for three years, and we're out here recovering some amazing things... things that will have enormous historical and educational value.

I'd rather show you than tell you, and we think we're very close to doing just that.

Nobody called the recovery of the artifacts from King Tut's tomb grave robbing. I have museum-trained experts here, making sure this stuff is preserved and catalogued properly. Look at this drawing, which was found today...

... a piece of paper that's been underwater for 84 years... and my team are able to preserve it intanct. Should this have remained unseen at the bottom of the ocean for eternity, when we can see it and enjoy it now...?

Bobby, we're launching. See these submersibles here, going in the water? Take a message.

Alright. You have my attention, Rose. Can you tell me who the woman in the picture is?

And everyobody who knows about the diamond is supposed to be dead... or on this ship. But she knows about it. And I want to hear what she has to say. Got it?

Louis the Sixteenth wore a fabulous stone, called the Blue Diamond of the Crown, which disappeared in 1792, about the time Louis lost everything from the neck up. The theory goes that the crown diamond was chopped too... recut into a heart-like shape... and it became Le Coeur de la Mer. The Heart of the Ocean. Today it would be worth more than the Hope Diamond.

I tracked it down through insurance records... and old claim that was settled under terms of absolute secrecy. Do you know who the claiment was, Rost?

Nathan Hockley, right. Pittsburgh steel tycoon. For a diamond necklace his son Caledon Hockley bought in France for his fiancee... you... a week before he sailed on Titanic. And the claim was filed right after the sinking. So the diamond had to've gone down with the ship.

If your grandma is who she says she is, she was wearing the diamond the day Titanic sank.

And that makes you my new best friend. I will happily compensate you for anything you can tell us that will lead to its recovery.

Over here are a few things we've recovered from your staterooms.

Rose, tell us more about the diamond. What did Hockley do with it after that?

Wait! Can you give us something go on, here. Like who had access to the safe. What about this Lovejoy guy? The valet. Did he have the combination?

Look, Rose, I... I do n't know what to say to a woman who tries to jump off the Titanic when it's not sinking, and jumps back onto it when it is... we're not dealing with logic here, I know that... but please... think about this a second.

THE SAFE , dripping wet in the afternoon sun , is lowered onto the deck of a ship by a winch cable . We are on the Russian research vessel AKADEMIK MISTISLAV KELDYSH . A crowd has gathered , including most of the crew of KELDYSH , the sub crews , and a hand-wringing money guy named BOBBY BUELL who represents the limited partners . There is also a documentary video crew , hired by Lovett to cover his moment of glory . Everyone crowds around the safe . In the background Mir Two is being lowered into its cradle on deck by a massive hydraulic arm . Mir One is already recovered with Lewis Bodine following Brock Lovett as he bounds over to the safe like a kid on Christman morning .Brock nods to his technicians , and they set about drilling the safe 's hinges . During this operation , Brock amps the suspense , working the lens to fill the time .Lovett grins wolfishly in anticipation of his greatest find yet . The door is pried loose . It clangs onto the deck . Lovett moves closer , peering into the safe 's wet interior . A long moment then ... his face says it all .CUT TO :

Technicians are carefully removing some papers from the safe and placing them in a tray of water to separate them safely . Nearby , other artifacts from the stateroom are being washed and preserved . Buell is on the satellite phone with the INVESTORS . Lovett is yelling at the video crew .Buell covers the phone and turns to Lovett .Lovett grabs the phone from Buell and goes instantly smooth .A tech coaxes some letters in the water tray to one side with a tong ... revealing a pencil ( conte crayon ) drawing of a woman . Brock looks closely at the drawing , which is in excellent shape , though its edges have partially disintegrated . The woman is beautiful , and beautifully rendered . In her late teens or early twenties , she is nude , though posed with a kind of casual modesty . She is on an Empire divan , in a pool of light that seems to radiate outward from her eyes . Scrawled in the lower right corner is the date : April 14 1912 . And the initials JD . The girl is not entirely nude . At her throat is a diamond necklace with one large stone hanging in the center . Lovett grabs a reference photo from the clutter on the lab table . It is a period black-and-white photo of a diamond necklace on a black velvet jeller 's display stand . He holds it next to the drawing . It is clearly the same piece ... a complex setting with a massive central stone which is almost heart-shaped .CUT TO :INSERT A CNN NEWS STORY : a live satellite feed from the deck of the Keldysh , intercut with the CNN studio .CUT TO :

Treasure hunter Brock Lovett is best known for finding Spanish gold in sunken galleons in the Caribbean. Now he is using deep submergence technology to work two and a half miles down at another famous wreck... the Titanic. He is with us live via satellite from a Russian research ship in the middle of the Atlantic... hello Brock?

We're running thirty thousand a day, and we're six days over. I'm telling you what they're telling me. The hand is on the plug. It's starting to pull.

PULL BACK from the screen , showing the CNN report playing on a TV set in the living room of a small rustic house . It is full of ceramics , figurines , folk art , the walls crammed with drawings and paintings ... things collected over a lifetime . PANNING to show a glassed-in studio attached to the house . Outside it is a quiet morning in Ojai , California . In the studio , amid incredible clutter , an ANCIENT WOMAN is throwing a pot on a potter 's wheel . The liquid red clay covers her hands ... hands that are gnarled and age-spotted , but still surprisingly strong and supple . A woman in her early forties assists her .The old woman 's name is ROSE CALVERT . Her face is a wrinkled mass , her body shapeless and shrunken under a one-piece African-print dress . But her eyes are just as bright and alive as those of a young girl . Rose gets up and walks into the living room , wiping pottery clay from her hands with a rag . A Pomeranian dog gets up and comes in with her . The younger soman , LIZZY CALVERT , rushes to help her .TIGHT ON THE SCREEN .The video camera pans off Brock to the drawing , in a tray of water . The image of the woman with the necklace FILLS FRAME .ROSE is galvanized by this image . Her mouth hangs open in amazement .CUT TO :

But it's no secret that education is not your main purpose. You're a treasure hunter. So what is the treasure you're hunting?

Your expedition is at the center of a storm of controversy over salvage rights and even ethics. Many are calling you a grave robber.

I was just wondering if you had found the `` Heart of the Ocean'' yet, Mr. Lovett.

Yes. Very nice. Have you met my granddaughter, Lizzy? She takes care of me.

There, that's nice. I have to have my pictures when I travel. And Freddy of course.

I do n't want your money, Mr. Lovett. I know how hard it is for people who care greatly for money to give some away.

This was mine. How extraordinary! It looks the same as the last time I saw it.

My mother's brooch. She wanted to go back for it. Caused quite a fuss.

Thank you for that fine forensic analysis, Mr. Bodine. Of course the experience of it was somewhat less clinical.

It's been 84 years... and I can still smell the fresh paint. The china had never been used. The sheets had never been slept in.

Titanic was called the Ship of Dreams. And it was. It really was...

I do n't see what all the fuss is about. It does n't look any bigger than the Mauretania.

You're wrong. They're fascinating. Like in a dream... there's truth without logic. What's his name again...?

Do you know of Dr. Freud? His ideas about the male preoccupation with size might be of particular interest to you, Mr. Ismay.

What do you mean no I wo n't? Do n't presume to tell me what I will and will not do. You do n't know me.

I was leaning way over, to see the... ah... propellers. And I slipped and I would have gone overboard... and Mr. Dawson here saved me and he almost went over himself.

I can still feel its weight. If you could have felt it, not just seen it...

The next day, Saturday, I remember thinking how the sunlight felt.

Jack... I feel like such an idiot. It took me all morning to get up the nerve to face you.

Here I am. I... I want to thank you for what you did. Not just for... for pulling me back. But for your discretion.

Look, I know what you must be thinking! Poor little rich girl. What does she know about misery?

I do n't... it was n't just one thing. It was everything. It was them, it was their whole world. And I was trapped in it, like an insect in amber.

I just had to get away... just run and run and run... and then I was at the back rail and there was no more ship... even the Titanic was n't big enough. Not enough to get away from them. And before I'd really though about it, I was over the rail. I was so furious. I'll show them. They'll be sorry!

You know, my dream has always been to just chuck it all and become an artist... living in a garret, poor but free!

Listen, buster... I hate caviar! And I'm tired of people dismissing my dreams with a chuckle and a pat on the head.

Well, alright. There's something in me, Jack. I feel it. I do n't know what it is, whether I should be an artist, or, I do n't know... a dancer. Like Isadora Duncan.... a wild pagan spirit...

Why ca n't I be like you Jack? Just head out for the horizon whenever I feel like it.

Say we'll go there, sometime... to that pier... even if we only ever just talk about it.

And teach me to spit too. Like a man. Why should only men be able to spit. It's unfair.

There's the Countess Rothes. And that's John Jacob Astor... the richest man on the ship. His little wifey there, Madeleine, is my age and in a delicate condition. See how she's trying to hide it. Quite the scandal.

And over there, that's Sir Cosmo and Lucile, Lady Duff-Gordon. She designs naughty lingerie, among her many talents. Very popular with the royals.

And that's Benjamin Guggenheim and his mistress, Madame Aubert. Mrs. Guggenheim is at home with the children, of course.

Mr. Andrews, what are you doing? I see you everywhere writing in this little book.

Increase number of screws in hat hooks from 2 to 3. You build the biggest ship in the world and this preoccupies you?!

Now they retreat into a cloud of smoke and congratulate each other on being masters of the universe.

They're such small people, Jack... my crowd. They think they're giants on the earth, but they're not even dust in God's eye. They live inside this little tiny champagne bubble... and someday the bubble's going to burst.

I'm not some foreman in your mills than you can command! I am your fiancee --

Mr. Andrews, I did the sum in my head, and with the number of lifeboats times the capacity you mentioned... forgive me, but it seems that there are not enough for everyone aboard.

I have to get back, they'll miss me. Please, Jack, for both our sakes, leave me alone.

The last thing I need is another picture of me looking like a china doll. As a paying customer, I expect to get what I want.

I believe you are blushing, Mr. Big Artiste. I ca n't imagine Monsieur Monet blushing.

He's an ex-Pinkerton. Cal's father hired him to keep Cal out of trouble... to make sure he always got back to the hotel with his wallet and watch, after some crawl through the less reputable parts of town...

I saw the iceberg, Mr. Andrews. And I see it in your eyes. Please tell me the truth.

Do n't you understand? The water is freezing and there are n't enough boats... not enough by half. Half the people on this ship are going to die.

No! I'll do this with or without your help, sir. But without will take longer.

I'm through with being polite, goddamnit!! I may never be polite the rest of my life! Now take me down!!

with the White Star Line, I suggest you escort these good people to the boat deck... now.

Please do n't. Do n't talk. Just listen. We will make a deal, since that is something you understand. From this moment you do not exist for me, nor I for you. You shall not see me again. And you will not attempt to find me. In return I will keep my silence. Your actions last night need never come to light, and you will get to keep the honor you have carefully purchased.

The hardest part about being so poor, was being so rich. But every time I though of selling it, I though of Cal. And somehow I always got by without his help.

I have. I came all the way here so this could go back where it belongs.

You look for treasures in the wrong place, Mr. Lovett. Only life is priceless, and making each day count.

CUT TO KELDYSH . The Mir subs are being launched . Mir Two is already in the water , and Lovett is getting ready to climb into Mir One when Bobby Buell runs up to him .CUT TO :

Beull hands Lovett the phone , pushing down the blinking line . The call is from Rose and we see both ends of the conversation . She is in her kitchen with a mystified Lizzy .Brock almost drops the phone . Bobby sees his shocked expression ...CUT TO :

SMASH CUT TO AN ENORMOUS SEA STALLION HELICOPTER thundering across the ocean . PAN 180 degrees as it roars past . There is no land at either horizon . The Keldysh is visible in the distance . CLOSE ON A WINDOW of the monster helicopter . Rose 's face is visible , looking out calmly .CUT TO :

Brock and Bodine are watching Mir 2 being sweng over the side to start a dive .Brock nods and the three of them head forward to meet the approaching helo .The Sea Stallion approaches the ship , BG , forcing Brock to yell over the rotors .CUT TO :

IN A THUNDERING DOWNBLAST the helicopter 's wheels bounce down on the helipad . Lovett , Buell and Bodine watch as the HELICOPTER CREW CHIEF hands out about ten suitcases , and then Rose is lowered to the deck in a wheelchair by Keldysh crewmen . Lizzy , ducking unnecessarily under the rotor , follows her out , carrying FREDDY the Pomeranian . The crew chief hands a puzzled Keldysh crewmember a goldfish bowl with several fish in it . Rose does not travel light . HOLD ON the incongruous image of this little old lady , looking impossibly fragile amongst all the high tech gear , grungy deck crew and gigantic equipment .CUT TO :

Lizzy is unpacking Rose 's things in the small utilitarian room . Rose is placing a number of FRAMED PHOTOS on the bureau , arranging them carefully next to the fishbowl . Brock and Bodine are in the doorway .Brock glances at Bodine ... oh oh . Bodine rolls his eyes . Rose finishes arranging her photographs . We get a general glimpse of them : the usual snapshots ... children and grandchildren , her late husband .CUT TO :

Yes. We met just a few minutes ago, grandma. Remember, up on deck?

one year old grandmother. I came down here to tell you to back off.

Look, Brock, she's going to do this her way, in her own time. Do n't forget, she contacted you. She's out here for her own reasons, God knows what they are.

What past? She has never once, not once, ever said a word about being on the Titanic until two days ago.

Rose looks at the drawing in its tray of water , confronting herself across a span of 84 years . Until they can figure out the best way to preserve it , they have to keep it immersed . It sways and ripples , almost as if alive . TIGHT ON Rose 's ancient eyes , gazing at the drawing . 25 FLASHCUT of a man 's hand , holding a conte crayon deftly creating a shoulder and the shape of her hair with two efficient lines . 26 THE WOMAN 'S FACE IN THE DRAWING , dancing under the water . 27 A FLASHCUT of a man 's eyes , just visible over the top of a sketching pad . They look up suddenly right into the LENS . Soft eyes , but fearlessly direct . 28 Rose smiles , remembering . Brock has the reference photo of the necklace in his hand .Laid out on a worktable are fifty or so objects , from mundane to valuable . Rose , shrunken in her chair , can barely see over the table top . With a trembling hand she lifts a tortoise shell hand mirror , inlaid with mother of pearl . She caresses it wonderingly .She turns the mirror over and looks at her ancient face in the cracked glass .She spies something else , a silver and moonstone art-nouveau brooch .Rose picks up an ornate art-nouveau HAIR COMB . A jade butterfly takes flight on the ebony handle of the comb . She turns it slowly , remembering . We can see that Rose is experiencing a rush of images and emotions that have lain dormant for eight decades as she handles the butterfly comb .CUT TO :

It is a darkened room lined with TV monitors . IMAGES OF THE WRECK fill the screens , fed from Mir One and Two , and the two ROVs , Snoop Dog and DUNCAN .ROSE stares raptly at the screens . She is enthraled by one in particular , an image of the bow railing . It obviously means something to her . Brock is studying her reactions carefully .Lizzy turns the chair so Rose can see the screen of Bodine 's computer . As he is calling up the file , he keeps talking .Bodine starts a COMPUTER ANIMATED GRAPHIC on the screen , which parallels his rapid-fire narration .The animation then follows the bow section as it sinks . Rose watches this clinical dissection of the disaster without emotion .The bow impacts , digging deeply into the bottom , the animation now follows the stern .Her eyes go back to the screens , showing the sad ruins far below them . A VIEW from one of the subs TRACKING SLOWLY over the boat deck . Rose recognizes one of the Wellin davits , still in place . She hears ghostly waltz music . The faint and echoing sound of an officer 's voice , English accented , calling `` Women and children only '' . 30 FLASH CUTS of screaming faces in a running crowd . Pandemonium and terror . People crying , praying , kneeling on the deck . Just impressions ... flashes in the dark . Rose Looks at another monitor . SNOOP DOG moving down a rusted , debris-filled corridor . Rose watches the endless row of doorways sliding past , like dark mouths . IMAGE OF A CHILD , three years old , standing ankle deep in water in the middle of an endless corridor . The child is lost alone , crying . Rose is shaken by the flood of memories and emotions . Her eyes well up and she puts her head down , sobbing quietly .Her voice is surprisingly strong . The sweet little old lady is gone , replaced by a woman with eyes of steel . Lovett signals everyone to stay quiet .She looks from screen to screen , the images of the ruined ship .He switches on the minirecorder and sets it near her .As the underwater camera rises past the rusted bow rail , WE DISSOLVE / MATCH MOVE to that same railing in 1912 ... MATCH DISSOLVE :

SHOT CONTINUES IN A FLORIOUS REVEAL as the gleaming white superstructure of Titanic rises mountainously beyond the rail , and above that the buff-colored funnels stand against the sky like the pillars of a great temple . Crewmen move across the deck , dwarfed by the awesome scale of the steamer . Southanmpton , England , April 10 , 1912 . It is almost nnon on ailing day . A crowd of hundreds blackens the pier next to Titanic like ants on a jelly sandwich . IN FG a gorgeous burgundy RENAULT TOURING CAR swings into frame , hanging from a loading crane . It is lowered toward HATCH # 2 . On the pier horsedrawn vehicles , motorcars and lorries move slowly through the dense throng . The atmosphere is one of excitement and general giddiness . People embrace in tearful farewells , or wave and shout bon voyage wishes to friends and relatives on the decks above . A white RENAULT , leading a silver-gray DAIMLER-BENZ , pushes through the crowd leaving a wake in the press of people . Around the handsome cars people are streaming to board the ship , jostling with hustling seamen and stokers , porters , and barking WHITE STAR LINE officials . The Renault stops and the LIVERIED DRIVER scurries to open the door for a YOUNG WOMAN dressed in a stunning white and purple outfit , with an enormous feathered hat . She is 17 years old and beautiful , regal of bearing , with piercing eyes . It is the girl in the drawing . ROSE . She looks up at the ship , taking it in with cool appraisal .A PERSONAL VALET opens the door on the other side of the car for CALEDON HOCKLEY , the 30 year old heir to the elder Hockley 's fortune . `` Cal '' is handsome , arrogant and rich beyond meaning .Cal turns and fives his hand to Rose 's mother , RUTH DEWITT BUKATER , who descends from the touring car being him . Ruth is a 40ish society empress , from one of the most prominent Philadelphia families . She is a widow , and rules her household with iron will .Cal speaks with the pride of a host providing a special experience . This entire entourage of rich Americans is impeccably turned out , a quintessential example of the Edwardian upper class , complete with servants . Cal 's VALET , SPICER LOVEJOY , is a tall and impassive , dour as an undertaker . Behind him emerge TWO MAIDS , personal servants to Ruth and Rose . A WHITE STAR LINE PORTER scurries toward them , harried by last minute loading .Cal nonchalantly hands the man a fiver . The porter 's eyes dilate . Five pounds was a monster tip in those days .Cal never tires of the effect of money on the unwashed masses .The White Star man looks stricken when he sees the enormous pile of steamer trunks and suitcases loading down the second car , including wooden crates and steel safe . He whistles frantically for some cargo-handlers nearby who come running . Cal breezes on , leaving the minions to scramble . He quickly checks his pocket watch .He indicates the way toward the first class gangway . They move into the crowd . TRUDY BOLT , Rose 's maid , hustles behind them , laden with bags of her mistress 's most recent purchases ... things too delicate for the baggage handlers . Cal leads , weaving between vehicles and handcarts , hurrying passengers ( mostly second class and steerage ) and well-wishers . Most of the first class passengers are avoiding the smelly press of the dockside crowd by using an elevated boarding bridge , twenty feet above . They pass a line of steerage passengers in their coarse wool and tweeds , queued up inside movable barriers like cattle in a chute . A HEALTH OFFICER examines their heads one by one , checking scalp and eyelashes for lice . They pass a well-dressed young man cranking the handle of a wooden Biograph `` cinematograph '' camera mounted on a tripod . NANIEL MARVIN ( whose father founded the Biograph Film Studio ) is filming his young bride in front of the Titanic . MARY MARVIN stands stiffly and smiles , self conscious .Mary Marvin , without an acting fiber in her body , does a bad Clara Bow pantomime of awe , hands raised . Cal is jostled by two yelling steerage boys who shove past him . And he is bumped again a second later by the boys ' father .The Cockney father pushes on , after his kids , shouting .Cal guides them out of the path of a horse-drawn wagon loaded down with two tons of OXFORD MARMALADE , in wooden cases , for Titanic 's Victualling Department .Rose looks up as the hull of Titanic looms over them ... a great iron wall , Bible black and sever . Cal motions her forward , and she enters the gangway to the D Deck doors with a sense of overwhelming dread .CLOSE ON CAL 'S HAND IN SLOW-MOTION as it closes possessively over Rose 's arm . He escorts her up the gangway and the black hull of Titanic swallows them .CUT TO a SCREAMING BLAST from the mighty triple steam horns on Titanic 's funnels , bellowing their departure warning .CUT TO :

You can be blase about some things, Rose, but not about Titanic. It's over a hundred feet longer than Mauretania, and far more luxurious. It has squash courts, a Parisian cafe... even Turkish baths.

Sir, you'll have to check your baggage through the main terminal, round that way --

These trunks here, and 12 more in the Daimler. We'll have all this lot up in the rooms.

Look up at the ship, darling, that's it. You're amazed! You ca n't believe how big it is! Like a mountain. That's great.

Honestly, Cal, if you were n't forever booking everything at the last instant, we could have gone through the terminal instead of running along the dock like some squalid immigrant family.

All part of my charm, Ruth. At any rate, it was my darling fiancee's beauty rituals which made us late.

I could n't let you wear black on sailing day, sweetpea. It's bad luck.

Here I've pulled every string I could to book us on the grandest ship in history, in her most luxurious suites... and you act as if you're going to your execution.

It was the ship of dreams... to everyone else. To me it was a slave ship, taking me back to America in chains.

Outwardly I was everything a well brought up girl should be. Inside, I was screaming.

He'll never amount to a thing, trust me. At least they were cheap.

And when I crawl between the sheets tonight, I'll still be the first.

What made you think you could put your hands on my fiancee?! Look at me, you filth! What did you think you were doing?!

Perhaps you could join us for dinner tomorrow, to regale our group with your heroic tale?

I intended to save this till the engagement gals next week. But I thought tonight, perhaps a reminder of my feeling for you...

It was once worn by Louis the Sixteenth. They call it Le Coeur de la Mer, the --

There's nothing I could n't give you. There's nothing I'd deny you if you would deny me. Open your heart to me, Rose.

Mr. Dawson is joining us from third class. He was of some assistance to my fiancee last night.

Probably best. It'll be all business and politics, that sort of thing. Would n't interest you. Good of you to come.

Yes! You are! And my wife... in practice, if not yet by law. So you will honor me, as a wife is required to honor her husband! I will not be made out a fool! Is this in any way unclear?

Yes there is, I have been robbed. Now get the Master at Arms. Now you moron!

That's right. Two things dear to me have disappeared this evening. Now that one is back...

Of course he could. Easy enough for a professional. He memorized the combination when you opend the safe.

Where are you going? To him? Is that it? To be a whore to that gutter rat?

Then that's our play. But we're still going to need some insurance.

Mr. Murdoch, I'm a businessman, as you know, and I have a business proposition for you.

There are boats on the other side that are allowing men in. Jack and I can get off safely. Both of us.

Pity I did n't keep that drawing. It's going to be worth a lot more by morning.

I put the diamond in my coat pocket. And I put my coat... on her.

Oh no, that vulgar Brown woman is coming this way. Get up, quickly before she sits with us.

We're awfully sorry you missed it. The Countess and I are just off to take the air on the boat deck.

Tell us of the accommodations in steerage, Mr. Dawson. I hear they're quite good on this ship.

You are not to see that boy again, do you understand me Rose? I forbid it!

Rose, this is not a game! Our situation is precarious. You know the money's gone!

Your father left us nothing but a legacy of bad debts hidden by a good name. And that name is the only card we have to play.

I do n't understand you. It is a fine match with Hockley, and it will insure our survival.

Do you want to se me working as a seamstress? Is that what you want? Do you want to see our fine things sold at an auction, our memories scattered to the winds? My God, Rose, how can you be so selfish?

Do n't be absurd. I ca n't think of a skill I should likely need less.

Of course the invitations had to be sent back to the printers twice. And the bridesmaids dresses! Let me tell you what an odyssey that has been...

Go back and turn the heater on in my room, so it wo n't be too cold when we get back.

Will the lifeboats be seated according to class? I hope they're not too crowded --

Mr. Hockley and Mrs. DeWitt Bukater continue to be most appreciative of your assistance. They asked me to give you this in gratitude --

-- and also to remind you that you hold a third class ticket and your presence here is no longer appropriate.

Gentlemen, please see that Mr. Dawson gets back where he belongs.

I've been asked to give you this small token of our appreciation...

There are still some boats forward. Stay with this one... Murdoch. He seems to be quite... practical.

Yeah, though I walk through the valley of the shadow of death --

At Cherbourg a woman came aboard named Margaret Brown, but we all called her Molly. History would call her the Unsinkable Molly Brown. Her husband had struck gold someplace out west, and she was what mother called `` new money''.

By the next afternoon we had made our final stop and we were steaming west from the coast of Ireland, with nothing out ahead of us but ocean...

I saw my whole life as if I'd already lived it... an endless parade of parties and cotillions, yachts and polo matches... always the same narrow people, the same mindless chatter. I felt like I was standing at a great precipice, with no one to pull me back, no one who cared... or even noticed.

Of course his gift was only to reflect light back onto himself, to illuminate the greatness that was Caledon Hockley. It was a cold stone... a heart of ice.

After all these years, feel it closing around my throat like a dog collar.

The others were gracious and curious about the man who'd saved my life. But my mother looked at him like an insect. A dangerous insect which must be squashed quickly.

He must have been nervous but he never faltered. They assumed he was one of them... a young captain of industry perhaps... new money, obviously, but still a memeber of the club. Mother of course, could always be counted upon...

My heart was pounding the whole time. It was the most erotic moment of my life... up till then at least.

Well, I was n't the first teenage girl to get seduced in the backseat of a car, and certainly not the last, by several million. He had such fine hands, artists' hands, but strong too... roughened by work. I remember their touch even now.

Fifteen hundred people went into the sea when Titanic sank from under us. There were twenty boats floating nearby and only one came back. One. Six were saved from the water, myself included. Six out of fifteen hundred.

Afterward, the seven hundred people in the boats had nothing to do but wait... wait to die, wait to live, wait for an absolution which would never come.

That was the last time I ever saw him. He married, of course, and inherited his millions. The crash of 28 hit his interests hard, and he put a pistol in his mouth that year. His children fought over the scraps of his estate like hyenas, or so I read.

Can you exchange one life for another? A caterpillar turns into a butterfly. If a mindless insect can do it, why could n't I? Was it any more unimaginable than the sinking of the Titanic?

No, there would n't be, would there? And I've never spoken of him until now, not to anyone.

Not even your grandfather. A woman's heart is a deep ocean of secrets. But now you all know there was a man named Jack Dawson, and that he saved me, in every way that a person can be saved.

I do n't even have a picture of him. He exists now only in my memory.

A VIEW OF TITANIC from several blocks away , towering above the terminal buildings like the skyline of a city . The steamer 's whistle echoes across Southampton . PULL BACK , revealing that we were looking through a window , and back further to show the smoky inside of a pub . It is crowded with dockworkers and ship ; s crew . Just inside the window , a poker game is in progress . FOUR MEN , in working class clothes , play a very serious hand . JACK DAWSON and FABRIZIO DE ROSSI , both about 20 , exchange a glance as the other two players argue in Swedish . Jack is American , a lanky drifter with his hair a little long for the standards of the times . He is also unshaven , and his clothes are rumpled from sleeping in them . He is an artist , and has adopted the bohemian style of art scene in Paris . He is also very self-possessed and sure-footed for 20 , having lived on his own since 15 . The TWO SWEDES continue their sullen argument , in Swedish .Jack takes the card and slips it into his hand . ECU JACK 'S EYES . They betray nothing . CLOSE ON FABRIZIO licking his lips nervously as he refuses a card . ECU STACK in the middle of the table . Bills and coins from four counrties . This has been going on for a while . Sitting on top of the money are two 3RD CLASS TICKETS for RMS TITANIC . The Titanic 's whistle blows again . Final warning .Fabrizio puts his cards down . So do the Swedes . Jack holds his close .He slaps a full house down on the table .The table explodes into shouting in several languages . Jack rakes in the money and the tickets .Olaf balls up one huge farmer 's fist . We think he 's going to clobber Jack , but he swings round and punches Sven , who flops backward onto the floor and sits there , looking depressed . Olaf forgets about Jack and Fabrizio , who are dancing around , and goes into a rapid harangue of his stupid cousin . Jack kisses the tickets , then jumps on Fabrizio 's back and rides him around the pub . It 's like they won the lottery .They run for the door .CUT TO :37 OMITTED

You lost our money. I'm just trying to get it back. Now shutup and take a card.

Let's see... Fabrizio's got niente. Olaf, you've got squat. Sven, uh oh... two pair... mmm.

What sorry? What you got? You lose my money?? Ma va fa' n culo testa di cazzo --

Sorry boys. Three of a kind and a pair. I'm high and you're dry and...

Goin' home... to the land o' the free and the home of the real hot-dogs! On the TITANIC!! We're ridin' in high style now! We're practically goddamned royalty, ragazzo mio!!

You see? Is my destinio!! Like I told you. I go to l'America!! To be a millionaire!!

'Course I'm sure if they knew it was you lot comin', they'd be pleased to wait!

I ca n't. I'm involved now. If you let go I have to jump in after you.

It would hurt. I'm not saying it would n't. To be honest I'm a lot more concerned about the water being so cold.

Well they have some of the coldest winters around, and I grew up there, near Chippewa Falls. Once when I was a kid me and my father were ice-fishing out on Lake Wissota... ice-fishing's where you chop a hole in the --

Sorry. Just... you look like kind of an indoor girl. Anyway, I went through some thin ice and I'm tellin' ya, water that cold... like that right down there... it hits you like a thousand knives all over your body. You ca n't breath, you ca n't think... least not about anything but the pain.

Which is why I'm not looking forward to jumping in after you. But like I said, I do n't see a choice. I guess I'm kinda hoping you'll come back over the rail and get me off the hook here.

That's what everybody says. But with all due respect, I'm not the one hanging off the back of a ship.

That's not what I was thinking. What I was thinking was... what could have happened to hurt this girl so much she though she had no way out.

Gawd look at that thing! You would have gone straight to the bottom.

So you feel like you're stuck on a train you ca n't get off'cause you're marryin' this fella.

I just seem to spew'em out. Besides, they're not worth a damn anyway.

Yup. That's one of the great things about Paris. Lots of girls willing take their clothes off.

You would n't last two days. There's no hot water, and hardly ever any caviar.

Well, then logging got to be too much like work, so I went down to Los Angelas to the pier in Santa Monica. That's a swell place, they even have a rollercoaster. I sketched portraits there for ten cents a piece.

Yeah ; it was great money... I could make a dollar a day, sometimes. But only in summer. When it got cold, I decided to go to Paris and see what the real artists were doing.

Alright, we're going. We'll drink cheap beer and go on the rollercoaster until we throw up and we'll ride horses on the beach... right in the surf... but you have to ride like a cowboy, none of that side-saddle stuff.

They did n't teach you that in finishing school? Here, it's easy. Watch closely.

Nope, that was pitiful. Here, like this... you hawk it down... HHHNNNK!... then roll it on your tongue, up to the front, like thith, then a big breath and PLOOOW!! You see the range on that thing?

Well, right now my address is the RMS Titanic. After that, I'm on God's good humor.

Well... it's a big world, and I want to see it all before I go. My father was always talkin' about goin' to see the ocean. He died in the town he was born in, and never did see it. You ca n't wait around, because you never know what hand you're going to get dealt next. See, my folks died in a fire when I was fifteen, and I've been on the road since. Somethin' like that teaches you to take life as it comes at you. To make each day count.

I work my way from place to place. Tramp steamers and such. I won my ticket on Titanic here in a lucky hand at poker.

Boys, boys! Did I ever tell you the one about the Swede and the Irishman goin' to the whorehouse?

That was a long one. My father used to say that whenever you saw one, it was a soul going to heaven.

Rose, you're no picnic... you're a spoiled little brat even, but under that you're a strong, pure heart, and you're the most amazingly astounding girl I've ever known and --

No wait. Let me try to get this out. You're amazing... and I know I have nothing to offer you, Rose. I know that. But I'm involved now. You jump, I jump, remember? I ca n't turn away without knowin' that you're goin' to be alright.

I do n't think so. They've got you in a glass jar like some butterfly, and you're goin' to die if you do n't break out. Maybe not right away,'cause you're strong. But sooner or later the fire in you is goin' to go out.

Zat is true, I am not used to working in such'orreeble conditions.

Is n't he great... the use of color? I saw him once... through a hole in this garden fence in Giverny.

Uh... just bend your left leg a little and... and lower your head. Eyes to me. That's it.

Rose, do n't listen to them... I did n't do this! You know I did n't! You know it!

See if you can find a key for these. Try those drawers. It's a little brass one.

Shit! Excuse my French. Ow ow ow, that is cold! Come on, let's go.

We got ta get up there or we're gon na be gargling saltwater. Where's Tommy?

I'll be alright. Hurry up so we can get going... we got our own boat to catch.

Okay... we keep moving aft. We have to stay on the ship as long as possible.

Take a deep breath and hold it right before we go into the water. The ship will suck us down. Kick for the surface and keep kicking. Do n't let go of my hand. We're gon na make it Rose. Trust me.

The boats will come back for us, Rose. Hold on just a little longer. They had to row away for the suction and now they'll be coming back.

Just a few more minutes. It'll take them a while to get the boats organized...

I do n't know about you, but I intend to write a strongly worded letter to the White Star Line about all this.

No... do n't say your good-byes, Rose. Do n't you give up. Do n't do it.

You're going to get out of this... you're going to go on and you're going to make babies and watch them grow and you're going to die an old lady, warm in your bed. Not here. Not this night. Do you understand me?

Rose, listen to me. Listen. Winning that ticket was the best thing that ever happened to me.

You must do me this honor... promise me you will survive... that you will never give up... no matter what happens... no matter how hopeless... promise me now, and never let go of that promise.

I do n't know hwat she's say, she do n't know what I say, so we get along fine.

Everyone... all of you... come with me now. We go to the boats. We go to the boats. Capito? Come now!

Helga... per favore... please... come with me, I am lucky. Is my destiny to go to America.

Jack and Fabrizio , carrying everything they own in the world in the kit bags on their shoulders , sprint toward the pier . They tear through milling crowds next to the terminal . Shouts go up behind them as they jostle slow-moving gentlemen . They dodge piles of luggage , and weave through groups of people . They burst out onto the pier and Jack comes to a dead stop ... staring at the cast wall of the ship 's hull , towering seven stories above the wharf and over an eighth of a mile long . The Titanic is monstrous . Fabrizio runs back and grabs Jack , and they sprint toward the third class gangway aft , at E deck . They reach the bottom of the ramp just as SIXTH OFFICER MOODY detaches it at the top . It starts to swing down from the gangway doors .Flushed and panting , he waves the tickets .Moody has QUARTERMASTER ROWE reattach the gangway . Jack and Fabrizio come aboard . Moody glances at the tickets , then passes Jack and Fabrizio through to Rowe . Rowe looks at the names on the tickets to enter them in the passenger list .He hands the tickets back , eyeing Fabrizio 's Mediterranean looks suspiciously .Jack and Fabrizio whoop with victory as they run down the white-painted corridero ... grinning from ear to ear .CUT TO :39 OMITTED

The mooring lines , as big around as a man 's arm , are dropped into the water . A cheer goes up on the pier as SEVEN TUGS pull the Titanic away from the quay .CUT TO :

JACK AND FABRIZIO burst through a door onto the aft well deck . TRACKING WITH THEM as they run across the deck and up the steel stairs to the poop deck . They get to the rail and Jack starts to yell and wave to the crowd on the dock .Grinning , Fabrixio joins in , adding his voice to the swell of voices , feeling the exhilaration of the moment .CUT TO :42 OMITTED

The crowd of cheering well-wishers waves heartily as a black wall of metal moves past them . Impossibly tiny figues wave back from the ship 's rails . Titanic gathers speed .CUT TO :

IN A LONG LENS SHOT the prow of Titanic FILLS FRAME behind the lead tug , which is dwarfed . The bow wave spreads before the mighty plow of the liner 's hull as it moves down the River Test toward the English Channel .CUT TO :

Jack and Fabrizio walk down a narrow corridor with doors lining both sides like a college dorm . Total confusion as people argue over luggage in several languages , or wander in confusion in the labyrinth . They pass emigrants studying the signs over the doors , and looking up the words in phrase books . They find their berth . It is a modest cubicle , painted enamel white , with four bunks . Exposed pipes overhead . The other two guys are already there . OLAUS and BJORN GUNDERSEN . Jack throws his kit on one open bunk , while Fabrizio takes the other .CUT TO :

By contrast , the so-called `` Millionaire Suite '' is in the Empire style , and comprises two bedrooms , a bath , WC , wardrobe room , and a large sitting room . In addition there is a private 50 foot promenade deck outside . A room service waiter pours champagne into a tulip glass of orange juice and hands the Bucks Fizz to Rose . She is looking through her new paintings . There is a Monet of water lilies , a Degas of dancers , and a few abstract works . They are all unknown paintings ... lost works . Cal is out on the covered deck , which has potted trees and vines on trellises , talking through the doorway to Rose in the sitting room .A porter wheels Cal 's private safe ( which we recognize ) into the room on a handtruck .IN THE BEDROOM Rose enters with the large Degas of the dancers . She sets it on the dresser , near the canopy bed . Trudy is already in there , hanging up some of Rose 's clothes .Cal appears in the doorway of the bedroom .She edges around Cal and makes a quick exit . Cal comes up behind Rose and puts his hands on her shoulders . An act of possession , not intimacy .Rose 's expression shows how bleak a prospect this is for her , now .CUT TO :

It smells so brand new. Like they built it all just for us. I mean... just to think that tonight, when I crawl between the sheets, Iill be the first --

Titanic stands silhouetted against a purple post-sunset sky . She is lit up like a floating palace , and her thousand portholes reflect in the calm harbor waters . The 150 foot tender Nomadic lies-to alongside , looking like a rowboat . The lights of a Cherbourg harbor complete the postcard image .CUT TO :

Entering the first class reception room from the tender are a number of prominent passengers . A BROAD-SHOULDERED WOMAN in an enormous feathered hat comes up the gangway , carrying a suitcase in each hand , a spindly porter running to catch up with her to take the bags .At 45 , MOLLY BROWN is a tough talking straightshooter who dresses in the finery of her genteel peers but will never be one of them .CUT TO :OMITTED

Well, I was n't about to wait all day for you, sonny. Take'em the rest of the way if you think you can manage.

We're just waiting, dear. When they fiish putting First Class people in the boats, they'll be startin' with us, and we'll want to be all ready, wo n't we?

Will you hold the boat a moment? I have to run back to my room for something --

The ship glows with the warm creamy light of late afternoon . Jack and Fabrizio stand right at the bow gripping the curving railing so familiar from images of the wreck . Jack leans over , looking down fifty feet to where the prow cuts the surface like a knife , sending up two glassy sheets of water .CUT TO :

ON THE BRIDGE , CAPTAIN SMITH turns from the binnacle to FIRST OFFICER WILLIAM MURDOCH .Murdoch moves the engine telegraph lever to ALL AHEAD FULL . 53 NOW BEGINS a kind of musical/visual setpiece ... an ode to the great ship . The music is rhythmic , surging forward , with a soaring melody that addresses the majesty and optimism of the ship of dreams . IN THE ENGINE ROOM the telegraph clangs and moves to `` All Ahead Full '' .On the catwalk THOMAS ANDREWS , the shipbuilder , watches carefully as the engineers and greasers scramble to adjust valves . Towering above them are the twin RECIPROCATING engines , four stories tall , their ten-foot-long connecting rods surging up and down with the turning of the massive crankshafts . The engines thunder like the footfalls of marching giants . 54 IN THE BOILER ROOMS the STOKERS chant a song as they hurl coal into the roaring furnaces . The `` black gang '' are covered with sweat and coal dust , their muscles working like part of the machinery as they toil in the hellish glow . UNDERWATER the enormous bronze screws chop through the water , hurling the steamer forward and churning up a vortex of foam that lingers for miles behind the juggernaut ship . Smoke pours from the funnels as -- The riven water flares higher at the bow as the ship 's speeds builds . THE CAMERA SWEEPS UP the prow to find Jack , the wind streaming through his hair and -- Captain Smith steps out of the enclosed bridge onto the wing . He stands with his hands on the rail , looking every bit the storybook picture of a Captain ... a great patriarch of the sea .Smith accepts a cup of tea from FIFTH OFFICER LOWE . He contentedly watches the white V of water hurled outward from the bows like an expression of his own personal power . They are invulnerable , towering over the sea . AT THE BOW Jack and Fabrizio lean far over , looking down . In the glassy bow-wave two dolphins appear , under the water , running fast just in front of the steel blade of the prow . They do it for the sheer joy and exultation of motion . Jack watches the dolphins and grins . They breach , jumping clear of the water and then dive back , crisscrossing in front of the bow , dancing ahead of the juggernaut . FABRIZIO looks forward across the Atlantic , staring into the sunsparkles .THE CAMERA ARCS around them , until they are framed against the sea . NOW WE PULL BACK , across the forecastle deck . Rising , as we continue back , and the ships rolls endlessly forward underneath . Over the bridge wing , along the boat deck until her funnels come INTO FRAME besides us and march past like the pillars of heaven , one by one . We pull back and up , until we are looking down the funnels , and the people strolling on the decks and standing at the rail become antlike . And still we pull back until the great lady is seen whole in a gorgeous aerial portrait , black and severe in her majesty .CUT TO :

She is the largest moving object ever made by the hand of man in all history...

I prefer not to push the engines until they've been properly run in.

Not to worry, it's quite normal for this time of year. In fact, we're speeding up. I've just ordered the last boilers lit.

Mmmmm. Well, I'm off. Maintain speed and heading, Mr. Lightoller.

And wake me, of course, if anything becomes in the slightest degree doubtful.

That's right. The distress call. CQD. Tell whoever responds that we are going down by the head and need immediate assistance.

... and our master shipbuilder, Mr. Andrews here, designed her from the keel plates up.

Yes, actually. I wanted to convey sheer size. And size means stability, luxury... and safety --

Captain, the press knows the size of Titanic, let them marvel at her speed too. We must give them something new to print. And the maiden voyage of Titnaic must make headlines!

Of course I leave it to your good offices to decide what's best, but what a glorious end to your last crossing if we get into New York Tuesday night and surprise them all.

CLOSE ON J. BRUCE ISMAY , Managing Director of White Star Line .He indicates a handsome 39 year old Irish gentlemen to his right , THOMAS ANDREWS , of Harland and Wolf Shipbuilders . WIDER , showing the group assembled for lunch the next day . Ismay seated with Cal , Rose , Ruth , Molly Brown and Thomas Andrews in the Palm Court , a beautiful sunny spot enclosed by high arched windows .The waiter arrives to take orders . Rose lights a cigarette .Cal takes the cigarette from her and stubs it out .Molly is watching the dynamic between Rose , Cal and Ruth .Andrews chockes on his breadstick , suppressing laughter .She stalks away .CUT TO :

Well, I may have knocked her together, but the idea was Mr. Ismay's. He envisioned a steamer so grand in scale, and so luxurious in its appointments, that its supremacy would never be challenged. And here she is...

Why're ships always bein' called `` she''? Is it because men think half the women around have big sterns and should be weighed in tonnage?

About half, actually. Rose, you miss nothing, do you? In fact, I put in these new type davits, which can take an extra row of boats here.

But it was thought... by some... that the deck would look too cluttered. So I was over-ruled.

Sleep soundly, young Rose. I have built you a good ship, strong and true. She's all the lifeboat you need.

Water 14 feet above the keel in ten minutes... in the forepeak... in all three holds... and in boiler room six.

Five compartments. She can stay afloat with the first four compartments breached. But not five. Not five. As she goes down by the head the water will spill over the tops of the bulkheads... at E Deck... from one to the next... back and back. There's no stopping it.

The pumps buy you time... but minutes only. From this moment, no matter what we do, Titanic will founder.

She is made of iron, sir. I assure you, she can. And she will. It is a mathematical certainty.

Turn to the right! Pull the falls taut before you unchock. Have you never had a boat drill?

Yes. In an hour or so... all this... will be at the bottom of the Atlantic.

Please tell only who you must, I do n't want to be responsible for a panic. And get to a boat quickly. Do n't wait. You remember what I told you about the boats?

Take the elevator to the very bottom, go left, down the crewman's passage, then make a right.

There, look... twenty or so in a boat built for sixty five. And I saw one boat with only twelve. Twelve!

Rubbish! They were tested in Belfast with the weight of 70 men. Now fill these boats, Mr. Lightoller. For God's sake, man!

Well, Jack, it sounds like you're a good man to have around in a sticky spot --

Why do they insist on always announcing dinner like a damn cavalry charge?

Son, do you have the slightest comprehension of what you're doing?

Well, you're about to go into the snakepit. I hope you're ready. What are you planning to wear?

Do n't feel bad about it. My husband still ca n't tie one of these damn things after 20 years. There you go.

I got ta buy everything in three sizes'cause I never know how much he's been eating while I'm away.

Remember, the only thing they respect is money, so just act like you've got a lot of it and you're in the club.

What's doing, sonny? You've got us all trussed up and now we're cooling our heels.

Come on, Ruth, get in the boat. These are the first class seats right up here. That's it.

Ai n't you boys ever rowed before? Here, gim me those oars. I'll show ya how it's done.

Come on girls, join in, it'll keep ya warm. Let's go Ruth. Grab an oar!

Aw knock it off, yer scarin' me. Come on girls, grab your oars. Let's go.

I do n't understand a one of you. What's the matter with you? It's your men back there! We got plenty a' room for more.

Jack sits on a bench in the sun . Titanic 's wake spreads out behind him to the horizon . He has his knees pulled up , supporting a leather bound sketching pad , his only valuable possession . With conte crayon he draws rapidly , using sure strokes . An emigrant from Manchester named CARTMELL has his 3 year old daughter CORA standing on the lower rung of the rail . She is leaned back against his beer barrel of a stomach , watching the seagulls . THE SKETCH captures them perfectly , with a great sense of the humanity of the moment . Jack is good . Really good . Fabrizio looks over Jack 's shoulder . He nods appreciatively . TOMMY RYAN , a scowling young Irish emigrant , watches as a crewmember comes by , walking three small dogs around the deck . One of them , a BLACK FRENCH BULLDOG , is among the ugliest creatures on the planet .Jack looks up from his sketch .Jack glances across the well deck . At the aft railing of B deck promenade stands ROSE , in a long yellow dress and white gloves . CLOSE ON JACK , unable to take his eyes off of her . They are across from each other , about 60 feet apart , with the well deck like a valley between them . She on her promontory , he on his much lower one . She stares down at the water . He watches her unpin her elaborate hat and take it off . She looks at the frilly absurd thing , then tosses it over the rail . It sails far down to the water and is carried away , astern . A spot of yellow in the vast ocean . He is riveted by her . She looks like a figure in a romantic novel , sad and isolated . Fabrizio taps Tommy and they both look at Jack gazin at Rose . Fabrizio and Tommy grin at each other . Rose turns suddenly and looks right at Jack . He is caught staring , but he does n't look away . She does , but then looks back . Their eyes meet across the space of the well deck , across the gulf between worlds . Jack sees a man ( Cal ) come up behind her and take her arm . She jerks her arm away . They argue in pantomime . She storms away , and he goes after her , disappearing along the A-deck promenade . Jack stares after her .CUT TO :

Forget it, boyo. You'd as like have angels fly out o' yer arse as get next to the likes o' her.

She's a goddess amongst mortal men, there's no denyin'. But she's in another world, Jackie, forget her. She's closed the door.

If this is the direction the rats were runnin', it's good enough for me.

For the love of God, man, there are children down here! Let us up, so we can have a chance!

SLOWLY PUSHING IN ON ROSE as she sits , flanked by people in heated conversation . Cal and Ruth are laughing together , while on the other side LADY DUFF-GORDON is holding forth animatedly . We do n't hear what they are saying . Rose is staring at her plate , barely listening to the inconsequential babble around her .ANGLE BENEATH TABLE showing Rose 's hand , holding a tiny fork from her crab salad . She pokes the crab-fork into the skin of her arm , harder and harder until it draws blood .CUT TO :

Rose walks along the corridor . A steward coming the other way greets her , and she nods with a slight smile . She is perfectly composed .CUT TO :

She enters the room . Stands in the middle , staring at her reflection in the large vanity mirror . Just stands there , then -- With a primal , anguished cry she claws at her throat , ripping off her pearl necklace , which explodes across the room . In a frenzy she tears at herself , her clothes , her hair ... then attacks the room . She flings everything off the dresser and it flies clattering against the wall . She hurls a handmirror against the vanity , cracking it .CUT TO :

Rose runs along the B deck promenade . She is dishevelled , her hair flying . She is crying , her cheeks streaked with tears . But also angry , furious ! Shaking with emotions she does n't understand ... hatred , self-hatred , desperation . A strolling couple watch her pass . Shocked at the emotional display in public .CUT TO :

Jack is kicked back on one of the benches gazing at the stars blazing gloriously overhead . Thinking artist thoughts and smoking a cigarette . Hearing something , he turns as Rose runs up the stairs from the well deck . They are the only two on the stern deck , except for QUARTERMASTER ROWE , twenty feet above them on the docking bridge catwalk . She does n't see Jack in the shadows , and runs right past him . TRACKING WITH ROSE as she runs across the deserted fantail . Her breath hitches in an occasional sob , which she suppresses . Rose slams against the base of the stern flagpole and clings there , panting . She stares out at the black water . Then starts to climb over the railing . She has to hitch her long dress way up , and climbing is clumsy . Moving methodically she turns her body and gets her heels on the white-painted gunwale , her back to the railing , facing out toward blackness . 60 feet below her , the massive propellers are churning the atlantin into white foam , and a ghostly wake trails off toward the horizon . IN A LOW ANGLE , we see Rose standing like a figurehead in reverse . Below her are the huge letters of the name `` TITANIC '' . She leans out , her arms straightening ... looking down hypnotized , into the vortex below her . Her dress and hair are lifted by the wind of the ship 's movement . The only sound , above the rush of water below , is the flutter and snap of the big Union Jack right above her .She whips her head around at the sound of his voice . It takes a second for her eyes to focus .Jack sees the tear tracks on her cheeks in the faint glow from the stern running lights .Rose is confused now . She ca n't see him very well through the tears , so she wipes them with one hand , almost losing her balance .He takes off his jacket .He starts unlacing his left shoe .She looks down . The reality factor of what she is doing is sinking in .He starts unlacing his right shoe .He slides one step closer , like moving up on a spooked horse .Rose stares at this madman for a long time . She looks at his eyes and they somehow suddenly seem to fill her universe .She unfastens one hand from the rail and reaches it around toward him . He reaches out to take it , firmly .Rose starts to turn . Now that she has decided to live , the height is terrifying . She is overcome by vertigo as she shifts her footing , turning to face the ship . As she starts to climb , her dress gets in the way , and one foot slips off the edge of the deck . She plunges , letting out a piercing SHRIEK . Jack , gripping her hand , is jerked toward the rail . Rose barely grabs a lower rail with her free hand . QUARTERMASTER ROWE , up on the docking bridge hears the scream and heads for the ladder .Jack holds her hand with all his strength , bracing himself on the railing with his other hand . Rose tries to get some kind of foothold on the smooth hull . Jack tries to lift her bodily over the railing . She ca n't get any footing in her dress and evening shoes , and she slips back . Rose SCREAMS again . Jack , awkwardly clutching Rose by whatever he can get a grip on as she flails , gets her over the railing . They fall together onto the deck in a tangled heap , spinning in such a way that Jack winds up slightly on top of her . Rowe slides down the ladder from the docking bridge like it 's a fire drill and sprints across the fantail .Rowe runs up and pulls Jack off of Rose , revealing her dishevelled and sobbing on the deck . Her dress is torn , and the hem is pushing up above her knees , showing one ripped stocking . He looks at Jack , the shaggy steerage man with his jacket off , and the first class lady clearly in distress , and starts drawing conclusions . Two seamen chug across the deck to join them .CUT TO :

A few minutes later . Jack is being detained by the burly MASTER AT ARMS , the closest thing to a cop on board . He is handcuffing Jack . Cal is right in front of Jack , and furious . He has obviously just rushed out here with Lovejoy and another man , and none of them have coats over their black tie evening dress . The other man is COLONEL ARCHIBALD GRACIE , a mustachioed blowhard who still has his brandy snifter . He offers it to Rose , who is hunched over crying on a bench nearby , but she waves it away . Cal is more concerned with Jack . He grabs him by the lapels .Rose looks at Jack , getting eye contact .Rose is begging him with her eyes not to say what really happened .He looks at Rose a moment longer . Now they have a secret together .Jack is uncuffed . Cal gets Rose to her feet and moving .Cal is leaving without a second thought for Jack .Cal turns back to Jack . He appraises him condescendingly ... a steerage ruffian , unwashed and ill-mannered .Cal turns to go , putting a protective arm around Rose . he leans close to Gracie as they walk away .Lovejoy smoothly draws a silver cigarette case from his jacket and snaps it open . Jack takes a cigarette , then another , popping it behind his ear for later . Lovejoy lights Jack 's cigarette .Interesting that the young lady slipped so mighty all of a sudden and you still had time to take of your jacket and shoes . Mmmm ? Lovejoy 's expression is bland , but the eyes are cold . He turns away to join his group .CUT TO :

Joining us, Dawson? You do n't want to stay out here with the women, do you? Actually he does, but...

Yes, miss... there are still a couple of boats all the way forward. This way, I'll lead you!

We're going like hell I tel l you. I have fifty dollars that says we make it into New York Tuesday night!

As she undresses for bed Rose sees Cal standing in her doorway , reflected in the cracked mirror of her vanity . He comes toward her .From behind his back he hands her a large black velvet jewel case . She takes it , numbly .Rose slowly opens the box . Inside is the necklace ... `` HEART OF THE OCEAN '' in all its glory . It is huge ... a malevolent blue stone glittering with an infinity of scalpel-like inner reflections .He takes the necklace and during the following places it around her throat . He turns her to the mirror , staring behind her .He gazes at the image of the two of them in the mirror .His fingers caress her neck and throat . He seems himself to be disarmed by Rose 's elegance and beauty . His emotion is , for the first time , unguarded .CAMERA begins to TRACK IN ON ROSE . Closer and closer , during the following :Finally , when Rose 's eyes FILL FRAM , we MORPH SLOWLY to her eyes as the are now ... transforming through 84 years of life ... TRANSITION

Without a cut the wrinkled , weathered landscape of age has appeared around her eyes . But the eyes themselves are the same .THE CAMERA PUllS BACK to show her whole face .But Rose laughs with Bodine .Lovett , standing out of Rose 's sightline , checks his watch . Hours have passed . This process is taking too long .Lizzy picks up the cue and starts to wheel her out .Lizzy takes her out . Rose 's old hand reapears at the doorway in a frail wave goodbye .CUT TO :

As the big hydraulic jib swings one of the Mir subs out over the water . Lovett walks as he talks with Bobby Buell , the partners ' rep . They weave among deck cranes , launch crew , sub maintenance guys .Brock turns and sees Lizy standing behind him . She has overheard the past part of his dialogue with Buell . He goes to her and hustles her away from Buell , toward a quite spot on the deck .She looks at his hand , palm up . Empty . Cupped , as if around an imaginary shape .CUT TO :

Well you tell the hand I need another two days! Bobby, Bobby, Bobby... we're close! I smell it. I smell ice. She had the diamond on... now we just have to find out where it wound up. I just got ta work her a bit more. Okay?

Lizzy... you got ta understand something. I've bet it all to find the Heart of the Ocean. I've got all my dough tied up in this thing. My wife even divorced me over this hunt. I need what's locked inside your grandma's memory.

That's the shape my hand's gon na be when I hold that thing. You understand? I'm not leaving here without it.

So we're up to dusk on the night of the sinking. Six hours to go.

26 years of experience working against him. He figures anything big enough to sink the ship they're going to see in time to turn. But the ship's too big, with too small a rudder... it ca n't corner worth shit. Everything he knows is wrong.

Bodine starts the tape recorder . Rose is gazing at the screen seeing THE LIVE FEED FROM THE WRECK -- SNOOP DOG is moving along the starboard side of the hull , heading aft . The rectangular windows of A deck ( forward ) march past on the right .DISSOLVE TO :

MATCH DISSOLVE from the rusting hulk to the gleaming new Titanic in 1912 , passing the end of the enclosed promenade just as Rose walks into the sunlight right in front of us . She is stunningly dressed and walking with purpose .IT IS SATURDAY APRIL 13 , 1912 . Rose unlatches the gate to go down into third class . The steerage men on the deck stop what they 're doing and stare at her .CUT TO :

The social center of steerage life . It is stark by comparison to the opulence of first class , but is a loud , boisterous place . There are mothers with babies , kids running between the benches yelling in several languages and being scolded in several more . There are old women yelling , men playing chess , girls doing needlepoint and reading dime novels . There is even an upright piano and Tommy Ryan is noodling around it . Three boys , shrieking and shouting , are scrambling around chasing a rat under the benches , trying to whomp it with a shoe and causing general havoc . Jack is playing with 5 year old CORA CARTMeLL , drawing funny faces together in his sketchbook . Fabrizio is struggling to get a conversation going with an attractive Norwegian girl , HELGA DAHL , sitting with her family at a table across the room .Helga 's eye is caught by something . Fabrizio looks , does a take ... and Jack , curious , follows their gaze to see ... Rose , coming toward them . The activity in the room stops ... a hush falls . Rose feels suddenly self-conscious as the steerage passengers stare openly at this princess , some with resentment , others with awe . She spots Jack and gives a little smile , walking straight to him . He rises to meet her , smiling .Fabrizio and Tommy are floored . Its like the slipper fitting Cinderella .He motions her ahead and follows . Jack glances over his shoulder , one eyebrow raised , as he walks out with her leaving a stunned silence .CUT TO :

Jack and Rose walk side by side . They pass people reading and talking in steamer chairs , some of whom glance curiously at the mismatched couple . He feels out of place in his rough clothes . They are both awkward , for different reasons .There is an awkward pause .She shows him her engagement ring . A sizable diamond .They laugh together . A passing steward scowls at Jack , who is clearly not a first class passenger , but Rose just glares at him away .Looking for another topic , any other topic , she indicates his sketchbook .The question is rhetorical because she has already grabbed the book . She sits on a deck chair and opens the sketchbook . ON JACK 'S sketches ... each one an expressive little bit of humanity : an old woman 's hands , a sleeping man , a father and daughter at the rail . The faces are luminous and alive . His book is a celebration of the human condition .Some loose sketches fall out and are taken by the wind . Jack scrambles after them ... catching two , but the rest are gone , over the rail .He snaps his wrist , shaking his drawing hand in a flourish .For emphasis he throws away the two he caught . They sail off .She goes back to the book , turning a page .She has come upon a series of nudes . Rose is transfixed by the languid beauty he has created . His nudes are soulful , real , with expressive hands and eyes . They feel more like portraits than studies of the human form ... almost uncomfortably intimate . Rose blushes , raising the book as some strollers go by .She studies one drawing in particular , the girl posed half in sunlight , half in shadow . Her hands lie at her chin , one furled and one open like a flower , languid and graceful . The drawing is like an Alfred Steiglitz print of Georgia O'Keefe .There it is . That piercing gaze again .CUT TO :

Ruth is having tea with NOEL LUCY MARTHA DYER-EDWARDES , the COUNTESS OF ROTHES , a 35ish English blue-blood with patirician features . Ruth sees someone coming across the room and lowers her voice .Molly Brown walks up , greeting them cheerfully as they are rising .Ruth grits her teeth as the three of them head for the Grand Staircase to go up . TRACKING WITH THEM , as they cross the room , the SHOT HANDS OFF to Bruce Ismay and Captain Smith at another table .A beat . Then Smith nods , stiffy .CUT TO :

Rose and Jack stroll aft , past people lounging on deck chairs in the slanting late-afternoon light . Stewards scurry to serve tea or hot cocoa .She leaps forward , lands deftly and whirls like a dervish . Then she sees something ahead and her face lights up .She takes his hand and runs , pulling him along the deck toward -- DANIEL AND MARY MARVIN . Daniel is cranking the big wooden movie camera as she poses stiffly at the rail .SUDDENLY Rose shoots into the shot and strikes a theatrical pose at the rail next to Mary . Mary bursts out laughing . Rose pulls Jack into the picture and makes him pose . Marvin grins and starts yelling and gesturing . We see this in CUTS , with music and no dialogue . SERIES OF CUTS : Rose posing tragically at the rail , the back of her hand to her forehead . Jack on a deck chair , pretending to be a Pasha , the two girls pantomiming fanning him like slave girls . Jack , on his knees , pleading with his hands clasped while Rose , standing , turns her head in bored disdain . Rose cranking the camera , while Daniel and Jack have a western shoot-out . Jack wins and leers into the lens , twirling an air mustache like Snidely Whiplash .CUT TO :

You're sad. Sad, sad, sad. You've left your lover on the shore. You may never see him agian. Try to be sadder, darling.

Painted with orange light , Jack and Rose lean on the A-deck rail aft , shoulder to shoulder . The ship 's lights come on . It is a magical moment ... perfect .He spits . It arcs out over the water .Rose screws up her mouth and spits . A pathetic little bit of foamy spittle which mostly runs down her chin before falling off into the water .She goes through the steps . Hawks it down , etc . He coaches her through it ( ad lib ) while doing the steps himself . She lets fly . So does he . Two comets of gob fly out over the water .Rose turns to him , her face alight . Suddenly she blanches . He sees her expression and turns . RUTH , the Countess of Rothes , and Molly Brown have been watching them hawking lugees . Rose becomes instantly composed .Jack has a little spit running down his chin . He does n't know it . Molly Brown is grinning . As Rose proceeds with the introductions , we hear ...They all jump as a BUGLER sounds the meal call right behind them .The Countess exits with Ruth and Rose , leaving Jack and Molly alone on deck .Jack looks down at his clothes . Back up at her . He had n't thought about that .CUT TO :

Men 's suits and jackets and formal wear are strewn all over the place . Molly is having a fine time . Jack is dressed , except for his jacket , and Molly is tying his bow tie .She picks up a jacket off the bed and hands it to him . Jack goes into the bathroom to put it on . Molly starts picking up the stuff off the bed .She turns and sees him , though we do n't .CUT TO :

A purple sky , shot with orange , in the west . Drifting strains of classic music . We TRACK WITH JACK along the deck . By Edwardian standards he looks badass . Dashing in his borrowed white-tie outfit , right down to his pearl studs . A steward bows and smartly opens the door to the First Class Entrance .Jack plays the role smoothly . Nods with just the right degree of disdain .CUT TO :

I'm sorry about the inconvenience, Mr. Hockley, but it's Captain's orders. Please dress warmly, it's quite cold tonight.

Here you! You'll have to pay for that, you know. That's White Star Line property --

Go to the main stairwell, with everyone else. It'll all get sorted out there.

Jack steps in and his breath is taken away by the splendor spread out before him . Overhead is the enormous glass dome , with a crystal chandelier at its center . Sweeping down six stories is the First Class Grand Staircase , the epitome of the opulent naval architecture of the time . And the people : the women in their floor length dresses , elaborate hairstyles and abundant jewelry ... the gentlemen in evening dress , standing with one hand at the small of the back , talking quietly . Jack descends to A deck . Several men nod a perfunctory greeting . He nods back , keeping it simple . He feels like a spy . Cal comes down the stairs , with Ruth on his arm , covered in jewelry . They both walk right past Jack , neither one gecognizeing him . Cal nods at him , one gent to another . But Jack barely has time to be amused . Because just behind Cal and Ruth on the stairs is Rose , a vision in red and black , her low-cut dress showing off her neck and shoulders , her arms seathed in white gloves that come well above above the elbow . Jack is hypnotized by her beauty . CLOSE ON ROSE as she approaches Jack . He imitates the gentlemen 's stance , hand behind his back . She extends her gloved hand and he takes it , kissing the back of her fingers . Rose flushes , beaming noticeably . She ca n't take her eyes off him .CUT TO :

CUT TO THE RECEPTION ROOM ON D DECK , as the party descends to dinner . They encounter Molly Brown , looking good in a beaded dress , in her own busty broad-shouldered way . Molly grins when she sees Jack . As they are going into the dining saloon she walks next to him , speaking low :As they enter the swirling throng , Rose leans close to him , pointing out several notables .Cal becomes engrossed in a conversations with Cosmo Duff-Gordon and Colonel Gracie , while Ruth , the Countess and Lucille discuss fashion . Rose picots Jack smoothly , to show him another couple , dressed impeccably .Cal , meanwhile , is accepting the praise of his male counterparts , who are looking at Rose like a prize show horse .Ruth steps over , hearing the last . She takes Cal 's arm , somewhat coquettishly .The entourage strolls toward the dining saloon , where they run into the Astor 's going through the ornate double doors .J.J. nods as if he 's heard of them , then looks puzzled . Madeleine Astor appraises Jack and whispers girlishly to Rose :CUT TO :

Like a ballroom at the palace , alive and lit by a constellation of chandeliers , full of elegantly dressed people and beautiful music from BANDLEADER WALLACE HARTLEY 'S small orchestra . As Rose and Jack enter and move across the room to their table , Cal and Ruth beside them , we hear ...CUT TO :

CLOSE ON RUTH .WIDER : THE TABLE . Jack is seated opposite Rose , who is flanked by Cal and Thomas Andrews . Also at the table are Molly Brown , Ismay , Colonel Gracie , the Countess , Guggenheim , Madame Aubert , and the Astors .Rose motions surreptitiously for Jack to take his napkin off his plate .We see whispers exchanged . Jack becomesthe subject of furtive glances . Now they 're all feeling terribly liberal and dangerous .He looks at Rose , pokerfaced , and she smiles .Salad is served . Jack reaches for the fish fork . Rose gives him a look and picks up the salad fork , prompting him with her eyes . He changes forks .Molly Brown raises her glass in a salute .Rose raises her glass , looking at Jack .Ruth , annoyed that Jack has scored a point , presses him further .Rose notices that Thomas Andrews , sitting next to her , is writing in his notebook , completely ignoring the conversation .Andrews smiles sheepishly .His blood and soul are in the ship . She may be mine on paper , but in the eyes of God she belongs to Thomas Andrews .We see that Andrews has come under Rose 's spell . 83 TIME TRANSITION : Dessert has been served and a waiter arrives with cigars in a humidor on a wheeled cart . The men start clipping ends and lighting .Cal and te other gentlemen exit .He leans over to take her hand . INSERT : We see him slip a tiny folded not into her palm . Ruth , scowling , watches him walk away across the enormous room . Rose surreptitiously opens the note below table level . It reads : `` Make it count . Meet me at the clock '' .CUT TO :

What is Hockly hoping to prove, bringing this... bohemian... up here?

We have dressed in our best and are prepared to go down like gentlemen.

Rose crosses the A-Deck foyer , sighting Jack at the landing above . Overhead is the crystal dome . Jack has his back to her , studying the ornate clock with its carved figures of Honor and Glory . It softly strikes the hour . MOVING WITH ROSE as she goes up the sweeping staircase toward him . He turns , sees her ... smiles .CUT TO :

Crow d ed and alive with music , laughter and raucous carrying on . An ad hoc band is gathered near the upright piano , honking out lively stomping music on fiddle , accoridon and tambourine . People of all ages are dancing , drinking beer and wine , smoking , laughing , even brawling . Tommy hands Rose a pint of stout and she hoists it . Jack meanwhile dances with 5 year old Cora Cartmell , or tries to , with her standing on his feet . As the tune ends , Rose leans down to the little girl .Cora scampers off . Rose and Jack face each other . She is trembling as he takes her right hand in his left . His other hand slides to the small of her back . It is an electrifying moment .The music starts and they are off . A little awkward at first , she starts to get into it . She grins at Jack as she starts to get the rhythm of the steops .She bends down , pulling off her high heeled shoes , and flings them to Tommy . Then she grabs Jack and they plunge back into the fray , dancing faster as the music speeds up .CUT TO :OMITTED

The scene is rowdy and rollicking . A table gets knocked over as a drunk crashes into it . And in the middle of it ... Rose dancing with Jack in her stocking feet . The steps are fast and she shines with sweat . A space opens around them , and people watch them , clapping as the band plays faster and faster . FABRIZIO AND HELGA . Dancing has obviated the need for a common language . He whirls her , then she responds by whirling him ... Fabrizio 's eyes go wide when he realizes she 's stronger than he is . The tune ends in a mad rush . Jack steps away from Rose with a flourish , allowing her to take a bow . Exhilarated and slightly tipsy , she does a graceful ballet ployer , feet turned out perfectly . Everyone laughs and applauds . Rose is a hit with the steerage folks , who 've never had a lady party with them . They move to a table , flushed and sweaty . Rose grabs Fabrizio 's cigarette and takes a big drag . She 's feeling cocky . Fabrizio is grinning , holding hands with Helga .Tommy walks up with a pint for each of them . Rose chugs hers , showing off .Everybody else is dancing again , and Bjorn Gundersen crashes into Tommy , who sloshes his beer over Rose 's dress . She laughs , not caring . But Tommy lunges , grabbing Bjorn and wheeling him around .Bjorn comes around , his fists coming up ... and Jack leaps into the middle of it , pushing them apart .Tommy stands there , all piss and vinegar , chest puffed up . Then he grins and claps Bjorn on the shoulder .In her stocking feet she assumes a ballet stance , arms raised , and goes up on point , taking her entire weight on the tips of her toes . The guys gape at her incredible muscle control . She comes back down , then her face screws up in pain . She grabs one foot , hopping around .Jack catches her as she loses her balance , and everyone cracks up . THE DOOR to the well deck is open a few inches as Lovejoy watches through the gap . He sees Jack holding Rose , both of them laughing . LOVEJOY closes the door .CUT TO :

The stars blaze overhead , so bright and clear you can see the Milky Way . Rose and Jack walk along the row of lifeboats . Still giddy from the party , they are singing a popular song `` Come Josephine in My Flying Machine '' .They fumble the words and break down laughing . They have reached the First Class Entrance , but do n't go straight in , not wanting the evening to end . Through the doors the sound of the ship 's orchestra wafts gently . Rose grabs a davit and leans back , staring at the cosmos .She goes to the rail and leans on it .He leans at the rail next to her , his hand just touching hers . It is the slightest contact imaginable , and all either one of them can feel is that square inch of skin where their hands are touching .Jack looks at her , and finds that they are suddenly very close together . It would be so easy to move another couple of inches , to kiss her . Rose seems to be thinking the same thing .After a beat , Rose pulls back .She leaves the rail and hurries through the First Class Entrance .But the door bangs shut , and she is gone . Back to her world .CUT TO :

Come Josephine in my flying machine And it's up she goes! Up she goes! In the air she goes. Where? There she goes!

SUNDAY APRIL 14 , 1912 . A bright clear day . Sunlight splashing across the promenade . Rose and Cal are having breakfast in silence . The tension is palpable . Trudy Bolt , in her maid 's uniform , pours the coffee and goes inside .Cal explodes , sweeping the breakfast china off the table with a crash . He moves to her in one shocking moment , glowering over her and gripping the sides of her chair , so she is trapped between his arms .Rose shrinks into the chair . She sees Trudy , frozen , partway through the door bringing the orange juice . Cal follows Rose 's glance and straightens up . He stalks past the maid , entering the stateroom .CUT TO :

Rose is dressed for the day , and is in the middle of helping Ruth with her corset . The tight bindings do not inhibit Ruth 's fury at all .Rose has her knee at the base of her mother 's back and is pulling the corset strings with both hands .Ruth pulls away from her , and crosses to the door , locking it . CLACK !Rose turns her around and grabs the corset strings again . Ruth sucks in her waist and Rose pulls .Rose turns to her , and we see what Rose sees -- the naked fear in her mother 's eyes .Rose pulls the corset tighter .CUT TO :

At the divine service , Captain Smith is leading a group in the hymn `` Almighty Father Strong To Save . '' Rose and Ruth sing in the middle of the group . Lovejoy stands well back , keeping an eye on Rose . He notices a commotion at the entry doors . Jack has been halted there by two stewards . He is dressed in his third class clothes , and stands there , hat in hand , looking out of place .He holds out two twenty dollar bills , which Jack refuses to take .Jack spots Rose but she does n't see him .END ON ROSE , not seeing Jack hustled out .CUT TO :

An Edwardian nautilus room . There are machines we recognize , and some do n't . A woman pedals a stationary bicycle in a long dress , looking rediculous . Thomas Andrews is leading a small tour group , including Rose , Ruth and Cal . Cal is wroking the oars of a stationary rowing machine with a well trained stroke .T.W . McCAULEY , the gym instructor , is a bouncy little man in white flannels , eager to show off his modern equipment , like his present-day counterpart on an `` Abflex '' infomercial . He hits a switch and a machine with a saddle on it starts to undulate . Rose puts her hand on it , curious .CUT TO :

The electric horse is very popular. We even have an electric camel.

Jack , walking with determination , is followed closely by Tommy and Fabrizio . He quickly climbs the steps to B-Deck and steps over the gate separating 3rd from 2nd class .Jack moves furtively to the wall below the A-Deck promenade , aft .Tommy shakes his head resignedly and puts his hands together , crouching down . Jack steps into Tommy 's hands and gets boosted up to the next deck , where he scrambles nimbly over the railing , onto the First Class deck .CUT TO :

A man is playing with his son , who is spinning a top with a string . The man 's overcoat and hat are sitting on a deck chair nearby . Jack emerges from behind one of the huge deck cranes and calmly picks up the coat and bowler hat . He walks away , slipping into the coat , and slicks his hair back with spit . Then puts the hat on at a jaunty angle . At a distance he could pass for a gentlemen .CUT TO :

HAROLD BRIDE , the 21 year old Junior Wireless Operator , hustles in and skirts around Andrews ' tour group to hand a Marconigram to Captain Smith .Smith glances at the message then nonchalantly puts it in his pocket . He nods reassuringly to Rose and the group .Andrews scowls slightly before motioning the group toward the door . They exit just as SECOND OFFICER CHARLES HERBERT LIGHTOLLER comes out of the chartroom , stopping next to First Officer Murdoch .CUT TO :

Look at this one, he wants his private train to meet him. La dee da.

Carpathia says they're making 17 knots, full steam for them, sir.

The only one close, sir. She says they can be here in four hours.

I do n't think I've ever seen such a flat calm, in 24 years at sea.

It's make the bergs harder to see, with no breaking water at the base.

Had n't we better get the women and children into the boats, sir?

Women and children, please. Women and children only. Step back, sir.

Andrews leads the group back from the bridge along the boat deck .As they are passing Boat 7 , a gentlemen turns from the rail and walks up behind the group . It is Jack . He taps Rose on the arm and she turns , gasping . He motions and she cuts away from the group toward a door which Jack holds open . They duck into the --CUT TO :

Jack closes the door behind her , and glances out through the ripple-glass window to the starboard rail , where the gym instructor is chatting up the woman who was riding the bike . Rose and Jack are alone in the room .He takes her by the shoulders .Rose feels the tears coming to her eyes . Jack is so open and real ... not like anyone she has ever known .CUT TO :

The most elegant room on the ship , done in Louis Quinze Versaille style . Rose sits on a divan , with a group of other women arrayed around her . Ruth , the Countess Rothes and Lady Duff-Gordon are taking tea . Rose is silent and still as a porcelain figurine as the conversation washes around her .TRACKING SLOWLY IN on Rose as Ruth goes on . REVERSE , ROSE 'S POV : A tabeau of MOTHER and DAUGHTER having tea . The four year old girl , wearing white gloves , daintily picking up a cookie . The mother correcting her on her posture , and the way she holds the teacup . The little girl is trying so hard to please , her expression serious . A glimpse of Rose at that age , and we see the relentless conditioning ... the pain to becoming an Edwardian geisha . ON ROSE . She calmly and deliberately turns her teacup over , spilling tea all over her dress .CUT TO :

TITANIC STEAMS TOWARD US , in the dusk light , as if lit by the embers of a giant fire . As the ship looms , FILLING FRAME , we push in on the bow . Jack is there , right at the apex of the bow railing , his favorite spot . He closes his eyes , letting the chill wind clear his head . Jack hears her voice , behind him ...He turns and she is standing there .He smiles at her , his eyes drinking her in . Her cheeks are red with the chill wind , and her eyes sparkle . Her hair blows wildly about her face .He puts his hands on her waist . As if he is going to kiss her .She does , and he turns her to face forward , the way the ship is going . He presses her gently to the rail , standing right behind her . Then he takes her two hands and raises them until she is standing with her arms outstetched on each side . Rose is going along with him . When he lowers his hands , her arms stay up ... like wings .Rose gasps . There is nothing in her field of vision but water . It 's like there is no ship under them at all , just the two of them soaring . The Atlantic unrolls toward her , a hammered copper shield under a dusk sky . There is only the wind , and the hiss of the water 50 feel below .She leans forward , arching her back . He puts his hands on her waist to steady her .Rose cleses her eyes , feeling herself floating weightless far above the sea . She smiles dreamily , then leans back , gently pressing her back against his chest . He pushes forward slightly against her . Slowly he raises his hands , arms outstretched , and they meet hers ... fingertips gently touching . Then their fingers intertwine . Moving slowly , their fingers caress through and around each other like the bodies of two lovers . Jack tips his face forward into her blowing hair , letting the scent of her wash over him , until his cheek is agianst her ear . Rose turns her head until her lips are near his . She lowers her arms , turning further , until she finds his mouth with hers . He wraps his arms around her from behind , and they kiss like this with her head turned and tilted back , surrendering to him , to the emotion , to the inevitable . They kiss , slowly and tremulously , and then with building passion . Jack and the ship seem to merge into one force of power and optimism , lifting her , buoying her forward on a magical journey , soaring onward into a night without fear . IN THE CROW 'S NEST , high above and behind them , lookout FREDERICK FLEET nudges his mate , REGINALD LEE , pointing down at the figures in the bow . FLEET Wish I had those bleedin ' binoculars . JACK AND ROSE , embracing at the bow rail , DISSOLVE SLOWLY AWAY , leaving the ruined bow of the WRECK --CUT TO :

OLD ROSE blinks , seeming to come back to the present . She sees the wreck on the screen , the sad ghost ship deep in the abyss .Brock Lovett changes the tape in the minicassette recorder .ROSE is ignoring this conversation . She has the art-nouveau comb with the jade butterfly on the handle in her hands , turning it slowly . She is watching a monitor , which shows the ruins of Suite B-52/56 . PUSH IN until the image fills frame . TRANSITION :

... 1912 . Like in a dream the beautiful woodwork and satin upholstery emerge from the rusted ruin . Jack is overwhelmed by the opulence of the room . He sets his sketchbood and drawing materials on the marble table .He crouches next to the paintings stacked against the wall .She goes into the adjoining walk-in wardrobe closet . He sees her go to the safe and start working the combination . He 's fascinated .CLUNK ! She unlocks the safe . Glancing up , she meets his eyes in the mirror behind the safe . She opens it and removes the necklace , then holds it out to Jack who takes it nervously .Jack gazes at wealth beyond his comprehension .He looks up at her , surprised , and weCUT TO :ROSE 'S BEDROOM . ON THE BUTTERFLY COMB as Rose draws it out of her hair . She shakes her head and her hair falls free around her shoulders . IN THE SITTING ROOM Jack is laying out his pencils like surgical tools . His sketchbook is open and ready . He looks up as she comes into the room , wearing a silk kimono .She hands him a dime and steps back , parting the kimono . The blue stone lies on her creamy breast . Her heart is pounding as she slowly lowers the robe . Jakc looks so stricken , it is almost comical . The kimono drops to the floor ( this is all in cuts , lyrical ) .She poses on the divan , settling like a cat into the position we remember from the drawing ... almost .Jack starts to sketch . He drops his pencil and she stifles a laugh .TIGHT ON JACK as his eyes come up to look at her over the top edge of his sketchpad . We have seen this image of him before , in her memory . It is an image she will carry the rest of her life . Despite his nervousness , he draws with sure strokes , and what emerges is the best thing he has ever done . Her pose is languid , her hands beautiful , and her eyes radiate her energy . PUSH SLOWLY IN ON ROSE 'S FACE ...TRANSITION :

MATCH DISSOLVE/MORPH to Rose , 101 years old . Only her eyes are the same .CUT TO REVERSE : A semicircle of listeners staring in rapt , frozen silence . The story of Jack and Rose has finally and completely grabbed them .CUT TO :

BACK TO 1912 . Jack is signing the drawing . Rose , wearing her kimono again , is leaning on his shoulder , watching .Rose gazes at the drawing . He has X-rayed her soul .He does : 4/14/1912 . Rose meanwhile scribbles a note on a piece of Titanic stationary . We do n't see what it says . She accepts the drawing from him , and crosses to the safe in the wardrobe . She puts the diamond back in the safe , placing hte drawing and the note on top of it . Closes the door with a CLUNK !CUT TO :

Lovejoy enters from the Palm Court through the revolving door and crosses the room toward Hockley . A fire is blazing in the marble fireplace , and the usual fatcats are playing cards , drinking and talking . Cal sees Lovejoy and detaches from his group , coming to him .CUT TO :

TITANIC glides across an unnatural sea , blakc and calm as a pool of oil . The ships lights are mirrored almost perfectly in the black water . The sky is brilliant with stars . A meteor traces a bright line across the heavens . 110 ON THE BRIDGE , Captain Smith peers out at the blackness ahead of the ship . QUARTERMASTER HITCHINS brings him a cup of hot tea with lemon . It steams in the bitter cold of the open bridge . Second Officer Lightoller is next to him , staring out at the sheet of black glass the Atlantic has become .CUT TO :

Rose , fully dressed now , returns to the sitting room . They hear a key in the lock . Rose takes Jack 's hand and leads him silently through the bedrooms . Lovejoy enters by the sitting room door .He hears a door opening and goes through Cal 's room toward hers .CUT TO :

Rose and Jack come out of her stateroom , closing the door . She leads him quickly along the corridor toward the B deck foyer . They are halfway across the open space when the sitting room door opens in the corridor and Lovejoy comes out . The valet sees Jack with Rose and hustles after them .She and Jack break into a run , surprising the few ladies and gentlemen about . Rose leads him past the stairs to the bank of elevators . They run into one , shocking the hell out of the OPERATOR .The Operator scrambles to comply . Jack even helps him close the steel gate . Lovejoy runs up as the lift starts to descend . He slams one hand on the bars of the gate . Rose makes a very rude and unladylike gesture , and laughs as Lovejoy disappears above . The Operator gapes at her .CUT TO :

Lovejoy emerges from another lift and runs to the one Jack and Rose were in . The Operator is just closing the gate to go back up . Lovejoy runs around the bank of elevators and scans the foyer ... no Jack and Rose . He tries the stairs going down to F-Deck .CUT TO :

A functional space , with access to a number of machine spaces ( fan rooms , boiler uptakes ) . Jack and Rose are leaning against a wall , laughing .Lovejoy has spotted them from a cross-corridor nearby . He charges toward them . Jack and Rose run around a corner into a blind alley . There is one door , marked CREW ONLY , and Jack flings it open . They enter a roaring RAN ROOM , with no way out but a ladder going down . Jack latches the deadbolt on the door , and Lovejoy slams against it a moment later . Jack grins at Rose , pointing to the ladder .CUT TO :

Jack and Rose come down the escape ladder and look around in amazement . It is like a vision of hell itself , with the roaring furnaces and black figures moving in the smoky glow . They run the length of the boiler room , dodging amazed stokers , and trimmers with their wheelbarrows of coal .They run through the open watertight door into BOILER ROOM SIX . Jack pulls her through the fiercely hot alley between two boilers and they wind up in the dark , out of sight of the working crew . Watching from the shadows , they see the stokers working in the hellish glow , shovelling coal into the insatiable maws of the furnaces . The whole place thunders with the roar of the fires .CUT TO :

Amid unparalled luxury , Cal sits at a card game , sipping brandy .Cal looks at his gold pocket watch , and scowls , not listening .CUT TO :OMITTED

The furnaces roar , silhouetting the glistening stokers . Jack kisses Rose 's face , tasting the sweat trickling down from her forehead . They kiss passionately in the steamy , pounding darkness .CUT TO :

Jack and Rose enter and run laughing between the rows of stacked cargo . She hugs herself against the cold , after the dripping heat of the boiler room . They come upon William Carter 's brand new RENAULT touring car , lashing down to a pallet . It looks like a royal coach from a fairy tale , its brass trim and headlamps nicely set off by its deep burgundy color . Rose climbs into the plushly upholstered back seat , acting very royal . There are cut crystals bud vases on the walls back there , each containing a rose . Jack jumps into the driver 's seat , enjoying hte feel of the leather and wood .ON JACK as her hands come out of the shadows and pull him over the seat into the back . He lands next to her , and his breath seems loud in the quiet darkness . He looks at her and she is smiling . It is the moment of truth .He strokes her face , cherishing her . She kisses his artist 's fingers .Put your hands on me Jack . He kisses her , and she slides down in the seat under his welcome weight .CUT TO :

A BRILLIANT ARC OF ELECTRICITY fills frame -- the sparks gap of the Marconi instrument as SENIOR WIRELESS OPERATOR JACK PHILLIPS ( 24 ) rapidly keys out a message . Junior Operator Bride looks through the huge stack of outgoing messages swamping them .Phillips start to receive an incoming message from a nearby ship , the Leyland frieghter CALIFORNIAN , which jams his outgoing signal . At such close range , the beeps are deafening .Cursing , Phillips furiously keys a rebuke .CUT TO :

Wireless Operater CYRIL EVANS pulls his earphone off his ear as the Titanic 's spark deafens him . he translates the message for THIRD OFFICER GROVES .As Evans wearily switches off his generator , Groves goes out on deck . PAN oFF Him to reveal the ship is stopped fifty yards from the edge of a field of pack ice and icebergs stretching as far as the eye can see .CUT TO :

Stupid bastard. I try to warn him about the ice, and he says `` Keep out. Shut up. I'm working Cape Race.''

`` No seasickness. Poker business good. Al''. Well that's it for me. I'm shutting down.

ON TITANIC , steaming hellbent through the darkness , hurling up white water at the bows . The bow comes straight at us , until the bow wave WIPES THE FRAME --CUT TO :

PUSHING IN on the rear window of the Renault , which is completely fogged up . Rose 's hand comes up and slams against the glass for a moment , making a handprint in the veil of condensation . INSIDE THE CAR , Jack 's overcoat is liek a blanket over them . It stirs and Rose pulls it down . They are huddled under it , intertwined , still mostly clothed . Their faces are flushed and they look at each other wonderingly . She puts her hand on his face , as if making sure he is real .He lays his cheek against her chest .She hugs his head to her chest , and just holds on for dear life .CUT TO :

The bow sweeps under us , and the CAMERA CLIMBS toward the foremast and the tiny half-cylinder of the crow 's nest , which grows as we push in on lookouts Fleet and Lee . They are stamping their feet and swinging their arms , trying to keep warm in the 22 knot freezing wind , which whips capor of their breath away behind .CUT TO :

Well if that's what it takes for us two to get warm, I'd rather not, if it's all the same.

Without hearing hte words over the roar of the furnaces , we see stokers telling TWO STEWARDS which way Rose and Jack went . The stewards move off toward the forward holds .CUT TO :

Cal stands at the open safe . He stares at the drawing of Rose and his face clenches with fury . He reads the not again : `` DARLING , NOW YOU CAN KEEP USBOTH LOCKED IN YOUR SAFE , ROSE '' .Lovejoy , standing behind him , looks over his shoulder at the drawing . Cal crumples Rose 's not , then takes the drawing in both hands as if to rip it in half . He tenses to do it , then stops himself .CUT TO :

The two stewards enter . They have electric torches and play the beams around the hold . They spot the Renault with its fogged up rear window and approach it slowly . FROM INSIDE we see the torch light up Rose 's passionate handprint , still there on the fogged up glass . One steward whips open the door .REVERSE : the back seat is empty .CUT TO :

Rose and Jack , fully dressed , come through a crew door onto the deck . They can barely stand , they are laughing so hard . UP ABOVE THEM , IN THE CROW 'S NEST , lookout Fleet hears the disturbance below and looks around and back down to the well deck , where he can see two figures embracing . Jack and Rose stand in each others arms . Their breath clouds around them in the now freezing air , but they do n't even feel the cold .Jack pulls her to him and kisses her fiercely . IN THE CROW 'S NEST Fleet nudges Lee .They both have a good laugh at that one . It is Fleet whose expression falls first . Glancing forward again , he does a double take . The color drains out of his face . FLEET 'S POV : a massive iceberg right in their path , 500 yards out .Fleet reaches past Lee and rings the lookout bell three times , then grabs the telephone , calling the bridge . He waits precious seconds for it to be picket up , never taking his eyes off the black mass ahead .CUT TO :

Inside the enclosed wheelhous , SIXTH OFFICER MOODY walks unhurriedly to the telephone , picking it up .Murdoch sees it and rushes to the engine room telegraph . While signaling `` FULL SPEED ASTERN '' he yells to Quartermaster Hitchins , who is at the wheel .CRASH SEQUENCE / SERIES OF CUTS :132 CHIEF ENGINEER BELL is just checking the soup he has warming on a steam manifold when the engine telegraph clangs , then goes ... incredibly ... to FULL SPEED ASTERN . He and the other ENGINEERS just stare at it a second , unbelieving . Then Bell reacts .The engineers and greasers like madmen to close steam valves and start braking the mighty propeller shafts , big as Sequias , to a stop . 133 IN BOILER ROOM SIX , Leading Stoker FREDERICK BARRETT is standing with 2nd Engineer JAMES HESKETH when the red warning light and `` STOP '' indicator come on .134 FROM THE BRIDGE Murdoch watches the burg growing ... straight ahead . The bow finally starts to come left ( since the ship turns the reverse of the helm setting ) . MURDOCH 'S jaw clenches as the bow turns with agonizing slowness . He holds his breath as the horrible physics play out . IN THE CROW 'S NEST Frederick Fleet braces himself . THE BOW OF THE SHIP thunders right at CAMERA and -- KRUUUNCH ! ! The ship hits the berg on its starboard bow . UNDERWATER we see the ice smashing in the steel hull plates . The iceberg bumps and scrapes along the side of the ship . Rivets pop as the steel plate of the hull flexes under the load . IN # 2 HOLD the two stewards stagger as the hull buckles in four feet with a sound like THUNDER . Like a sledgehammer beating along outside the ship , the berg splits the hull plates and the sea pour in , sweeping them off their feert . The icy water swirls around the Renault as the men scramble for the stairs . ON G-DECK forward Fabrizio is tossed in his bunk by the impact . He hears a sound like the greatly amplified squeal of a skate on ice . IN BOILER ROOM SIX Barret and Hesketh stagger as they hear the ROLLING THUNDER of the collision . They see the starboard side of the ship buckle in toward them and are almost swept off their feet by a rush of water coming in about two feet above the floor . ON THE FORWARD WELL DECK Jack and Rose break their kiss and look up in astonishment as the berg sails past , blocking out the sky like a mountain . Fragments break off it and crash down onto the deck , and they have to jump back to avoid flying chunks of ice . ON THE BRIDGE Murdoch rings the watertight door alarm . He quicky throws the switch that closes them .Judging the berg to be amidships , he is trying to clear the stern . BARRETT AND HESKETH hear the DOOR ALARM and scramble through the swirling water to the watertight door between Boiler Rooms 6 and 5 . The room is full of water vapor as the cold sea strikes the red hot furnaces . Barrett yells to the stokers scrambling through the door as it comes down like a slow guillotine .He dives through into Boiler Room 5 just before the door rumbles down with a CLANG . JACK AND ROSE rush to the starboard rail in time to see the berg moving aft down the side of the ship . 145 In his stateroom , surrounded by piles of plans while making notes in his ever-present book , Andrews looks up at the sound of a cut-crystal light fixture tinkling like a windchime . He feels the shudder run through the ship . And we see it in his face . Too much of his soul is in this great ship for him not to feel its mortal wound . 146 IN THE FIRST CLASS SMOKING ROOM Gracie watches his highball vibrating on the table . 147 IN THE PALM COURT , with its high arched windows , Molly Brown holds up her drink to a passing waiter .Silently , a moving wall of ice fills the window behind her . She does n't see it . It disappears astern .148 OMITTED149 IN THE CROW 'S NEST Fleet turns to his Lee ...CUT TO :

An iceberg, sir. I put her hard a' starboard and run the engines full astern, but it was too close. I tried to port around it, but she hi... and I --

CLOSE ON MURDOCH . The alarm bells still clatter mindlessly , seeming to reflect his inner state . He is in shock , unable to get a grip on what just happened . He just ran the biggest ship in history into an iceberg on its maiden voyage .Captain Smith rushes out of his cabin onto the bridge , tucking in his shirt .Together they rush out onto the starboard wing , and Murdoch points . Smith looks into the darkness aft , then wheels around to FOURTH OFFICER BOHALL .CUT TO :

In steerage , Fabrizio comes out into the hall to see what 's going on . He sees dozens of rats running toward him in the corridor , fleeing the flooding bow . Fabrizio jumps aside as the rats run by .152 IN HIS STATEROOM Tommy gets out of his top bunk in the dark and drops down to the floor . SPLASH ! !He naps on the light . The floor is covered with 3 inches of freezing water , and more coming in . He pulls the door open , and steps out into the corridor , which is flooded . Fabrizio is running toward him , yelling something in Italian . Tommy and Fabrizio start pounding on doors , getting everybody up and out . The alarm spreads in several languages .CUT TO :

A couple of people have come out into the corridor in robes and slippers . A STeWARD hurries along , reassuring them .THOMAS ANDREWS brushes past them , walking fast and carrying an armload of rolled up ship 's plans .CUT TO :

I should n't worry, m'am. We've likely thrown a propeller blade, that's the shudder you felt. May I bring you anything?

Jack and Rose are leaning over the starboard rail , looking at the hull of the ship .Behind them a couple of steerage guys are kicking the ice around the deck , laughing .CUT TO :

Fabrizio and Tommy are in a crowd of steerage men clogging the corridors , heading aft away from the flooding . Many of them have grabbed suitcases and duffel bags , some of which are soaked .CUT TO :

Bruce Ismay , dressed in pajamas under the topcoat , hurries down the corridor , headed for the bridge . An officious steward named BARNES comes along the other direction , getting the few concerned passengers back into their rooms .He is stopped in his tracks by Cal and Lovejoy .CUT TO :

Sir, I've been told to ask you to please put on your lifebelt, and come up to the boat deck.

C.U . CAPTAIN SMITH studying the commutator . He turns to Andrews , standing behind him .SHIP 'S CARPENTER JOHN HUTCHINSON enters behind him , out of breath and clearly unnerved .ISMAY enters , his movements quick with anger and frustration . Smith glances at him with annoyance .Smith pushes past him , with Andrews and Hutchinson in tow .CUT TO :

She's making water fast... in the forepeak tank and the forward holds, in boiler room six.

Strokers and firemen are struggling to draw the fires . They are working in waist deep water churning around as it flows into the boiler room , ice cold and swirling with grease from the machinery . Chief Engineer Bell comes partway down the ladder and shouts .They scramble up the escape ladders .CUT TO :

The gentlemen , now joined by another man , leans on the forward rail watching the steerage men playing soccer with chunks of ice .A 20ish YALE MAN pops through the door wearing a topcoat over pajamas .Rose and Jack come up the steps from the well deck , which are right next to the three men . They stare as the couple climbs over the locked gate . A moment later Captain Smith rounds the corner , followed by Andrews and Carpenter Hutchinson . They have come down from the bridge by the outside stairs . The three men , their faces grim , crush right past Jack and Rose . Andrews barely glances at her .The inspection party goes down the stairs to the well deck .Jack follows Rose through the door inside the ship .CUT TO :

I guess it's nothing too serious. I'm going back to my cabin to read.

Jack and Rose cross the foyer , entering the corridor . Lovejoy is waiting for them in the hall as they approach the room .Lovejoy follows and , unseen , moves close behind Jack and smoothly slips the diamond necklace into the pocket of his overcoat .CUT TO :

Cal and Ruth wait in the sitting room , along with the Master at Arms and two stewards ( Steward # 1 and Barnes ) . Silence as Rose and Jack enter . Ruth closes her robe at her throat when she sees Jack .The Master at Arms steps up to Jack .Lovejoy pulls at Jack 's coat and Jack shakes his head in dismay , shrugging out of it . The Master at Arms pats him down .Cal , you ca n't be serious ! We 're in the middle of an emergency and you -- Steward Barnes pulls the Heart of the Ocean out of the pocket of Jack 's coat .Rose is stunned . Needless to say , so is Jack .He starts to handcuff Jack .FLASHBACK : Rose at the safe , looking in the mirror and meeting Jack 's eyes as he stands behind her , watching .Lovejoy shows the coat to the Master at Arms . There is a label inside the collar with the owner 's name .Rose feels utterly betrayed , hurt and confused . She shrinks away from him . He starts shouting to her as Lovejoy and the Master at Arms drag him out into the hall . She ca n't look him in the eye .She is devastated . Her mother lays a comforting hand on her shoulder as te tears well up .CUT TO :

Smith and Andrews come down the steps to the Mail Sorting Room and finds the clerks scrambling to pull mail from the racks . They are furiously hauling wet sacks of mail up from the hold below . Andrews climbs partway down the stairs to the hold , which is almost full . Sacks of mail float everywhere . The lights are still on below the surface , casting an eerie glow . The Renault is visible under the water , the brass glinting cheerfully . Andrews looks down as the water covers his shoe , and scrambles back up the stairs .CUT TO :

Andrews unrolls a big drawing of the ship across the chartroom table . It is a side elevation , showing all the watertight bulkheads . His hands are shaking . Murdoch and Ismay hover behind Andrews and the Captain .Smith glares at him and turns his attention to Andrews ' drawing . The builder points to it for emphasis as he talks .Smith looks like he has been gutpunched .Ismay reels as his dream turns into his worst nightmare .A long beat . Smith turns to his employer .CUT TO :

Andrews is striding along the boat deck , as seamen and officers scurry to uncover the boats . Steam is venting from pipes on the funnes overhead , and the din is horrendous . Speech is difficult adding to the crew 's level of disorganization . Andrews sees some men fumbling with the mechanism of one of the Wellin davits and yells to them over the roar of steam .He looks around , disguisted as the crew fumble with the davits , and the tackle for the `` falls '' ... the ropes which are used to lower the boats . A few passengers are coming out on deck , hesitantly in the noise and bitter cold .CUT TO :

From inside the sitting room they can hear knocking and voices in the corridor .Ruth exits and Hockley crosses to Rose . He regards her coldly for a moment , then SLAPS her across the face .To Rose the blow is inconsequential compared to the blow her heart has been given . Cal grabs her shoulders roughly .There is a loud knock on the door and an urgent voice . The door opens and their steward puts his head in .The steward persists , coming in to get the lifebelts down from the top of a dresser .In the corridor outside the stewards are being so polite and obsequious they are conveying no sense of danger whatsoever . However , it 's another story in ...CUT TO :

BLACKNESS . Then BANG ! The door is thrown open and the lights snapped on by a steward . The Cartmell family rouses from a sound sleep .IN THE CORRIDOR outside , another steward is going from door to door along the hall , pouncing and yelling .People come out of the doors behind the steward , perplexed . In the foreground a SYRIAN WOMAN asks her husband what was said . He shrugs .CUT TO :

Lifebelts on. Lifebelts on. Everybody up, come on. Lifebelts on...

ON PHILLIPS , looking shocked .Smith hurries out .Phillips laughs in spite of himself and starts sending history 's first S.O.S . Dit dit dit , da da da , dit dit dit ... over and over .CUT TO :

Thomas Andrews looks around in amazement . The deck is empty except for the crew fumbling with the davits . He yells over the roar of the steam to First Officer Murdoch .Andrews feels like he is in a bad dream . He looks at his pocketwatch and heads for the foyer entrance .CUT TO :

A large number of First Class passengers have gathered near the staircase . They are getting indignant about the confusion . Molly Brown snags a passing YOUNG STEWARD .The young steward backs away , actually stumbling on the stairs .The jumpy piano rhythm of `` Alexander 's Ragtime Band '' comes out of the first class lounge a few yards away . Band leader WALLACE HARTLEY has assembled some of his men on Captain 's orders , to allay panic . Hockley 's entourage comes up to the A-deck foyer . Cal is carrying the lifebelts , almost as an afterthought . Rose is like a sleepwalker .Thomas Andrews enters , looking around the magnificent room , which he knows is doomed . Rose , standing nearby , sees his heartbroken expression . She walks over to him and Cal goes after her .Now it is Cal 's turn to look stunned . The Titanic ? Sinking ?Andrews goes off , moving among the passengers and urging them to put on their lifebelts and get to the boats .CUT TO :

Lovejoy and the Master at Arms are handcuffing Jack to a 4 '' WATER PIPE as a crewman rushes in anxiously and almost blurts to the Master at Arms --Lovejoy pulls a pearl handled Colt .45 automatic from under his coat . The Master at Arms nods and tosses the handcuff key to Lovejoy , then exits with the crewman . Lovejoy flips the key in the air . Catches it .CUT TO :

Junior Wireless Operator Bride is relaying a message to Captain Smith from the CUNARD LINER CARPATHIA .The enormity of it hits Smith like a sledgehammer blow .He turns as Bride exits , and looks out onto the blackness .CUT TO :

Lightoller has his boats swung out . He is standing amidst a crowd of uncertain passengers in all states of dress and undress . One first class woman is barefoot . Others are in stockings . The maitre of the restaurant is in top hat and overcoat . Others are still in evening dress , while some are in bathrobes and kimonos . Women are wearing lifebelts over velvet gowns , then topping it with sble stoles . Some brought jewels , others books , even small dogs . Lightoller sees Smith walking stiffly toward him and quickly goes to him . He yells into the Captain 's ear , through cupped hands , over the roar of the steam ...Smith just nods , a bit abstractly . The fire has gone out of him . Lightoller sees the awesome truth in Smith 's face .The appalling din of escaping steam abruptly cuts off , leaving a sudden unearthly silence in which Lightoller 's voice echoes . ON WALLACE HARTLEY raising his violin to play .The band has reassembled just outside the First Class Entrance , port side , near where Lightoller is calling for the boats to be loaded . They strike up a waltz , lively and elegant . The music wafts all over the ship .Finally one soman steps across the gap , into the boat , terrified of the drop to the water far below .Cal , Rose and Ruth come out of the doors near the band .She turns back to go to her room but Cal takes her by the arm , refusing to let her go . The firmness of his hold surprises her .Ruth sees his expression , and knows fear for the first time .CUT TO :

You watch. They'll put us off in these silly little boats to freeze, and we'll all be back on board by breakfast.

It is chaos , with stewards pushing their way through narrow corridors clogged with peopel carrying suitcases , duffel bags , children . Some have lifebelts on , others do n't .He throws up his hand at the sight of a family , loaded down with cases and bags , completely blocking the corridor . Fabrizio and Tommy push past the stewards , going the other way . They rech a huge crowd gathered at the bottom of the MAIN 3RD CLASS STAIRWELL . Fabrizio spots Helga with the rest of the Dahl family , standing patiently with suitcases in hand . He reaches her and she grins , hugging him . Tommy pushes to where he can see what 's holding up the group . There is a steel gate across the top of the stairs , with several stewards and seamen on the other side .Near Tommy , an IRISHWOMAN stands stoically with two small children and their battered luggage .CUT TO :

Boat 7 is less than half full , with 28 aboard a boat made for 65 .The boat lurches as the falls start to pay out through the pulley blocks . The women gasp . The boat descends , swaying and jerking , toward the water 60 feet below . The passengers are terrified .CUT TO :

TRACKING along the rows of portholes angling down into the water . Under the surface , they glow green . PUSHING IN on one porthole which is have submerged . Inside we see Jack , looking apprehensively at the water rising up the glass . INSIDE THE MASTER AT ARMS ' OFFICE Jack sits chained to the waterpipe , next to the porthole . Lovejoy sits on the edge of a desk . He puts a .45 bullet on the desk and watches it roll across and fall off . He picks up the bullet .He punches Jack hard in the stomach , knocking the wind out of him .Lovejoy flips the handcuff key in the air , catches it and puts it in his pocket . He exits . Jack is left gasping , handcuffed to the pipe .CUT TO :

At the stairwell rail on the bridge wing , Fourth Officer Boxhall and Quartermaster Rowe light the first distress rocket . It shoots into the sky and EXPLODES with a thunderclap over the ship , sending out white starbursts which light up the entire deck as they fall . WHIP PAN off the starbursts to Ismay . The Managing Director of White Star Line is cracking . Already at the breaking point from his immense guilt , the rocket panics him . He starts shouting at the officers struggling with the falls of BOAT 5 .FIFTH OFFICER LOWE , a baby-faced 28 , and the youngest officer , looks up from the tangled falls at the madman .Lowe , not having a clue nor caring , squares up to Ismay .CUT TO :

You're a passenger. And I'm a ship's bloody officer. Now do what you're told!

SECOND OFFICER LIGHTOLLER is loading the boat nearest Cal and Rose ... BoatAnother rocket bursts overhead , lighting the crowd . Startled faces turn upward . Fear now in the eyes . DANIEL MARVIN has his Biograph camera set up , cranking away ... hoping to get an exposure off the rocket 's light . he has Mary posed in front of the scene at the boats .Either she suddenly learned to act or she is petrified . ROSE watches the farewells taking pace right in front of her as they step closer to the boat . Husbands saying goodbye to wives and children . Lovers and friends parted . Nearby MOLLY is getting a reluctant woman to board the boat .PUSH IN ON ROSE 'S FACE as it hits her like a thunderbolt . Jack is third class . He does n't stand a chance . Another rocket bursts overhead , bathing her face in white light .Molly practically hands her over to Lightoller , then looks around for some other women who might need a push .Rose steps back , shaking her head .Ruth , standing in the tippy lifeboat , can do nothing . Cal grabs Rose 's arm but she pulls free and walks away through the crowd . Cal catches up to Rose and grabs her again , roughly .He clenches his jaw and squeezes her arm viciously , pulling her back toward the lifeboat . Rose pulls out a hairpin and jabs him with it . he lets go with a curse and she runs into the crowd .The boat lurches downward as the falls are paid out . TRACKING WITH ROSE , as she runs through the clusters of people . She looks back and a furious Cal is coming after her . She runs breathlessly up to two proper looking men .Appalled , they turn to see Cal running toward them . Rose runs on as the two men grab Cal , restraining him . She runs throught the First Class entrance . Cal breaks free and runs after her . He reaches the entrance , but runs into a knot of people coming out . He pushes rudely through them ...CUT TO :

Cal runs in , and down to the landing , pushing past the gentlemen and ladies who are filling up the stairs . He scans the A-deck foyer . Rose is gone .CUT TO :

The hull of Titanic looms over Boat 6 like a cliff . Its enormous mass is suddenly threatening to those in the tiny boat . Quartermaster Hitchins , at the tiller , wants nothing but to get away from the ship . Unfortunately his two seamen ca n't row . They flail like a duck with a broken wing .She climbs over Ruth to get at the oars , stepping on her feet . Around them the evacuation is in full swing , with boats in the water , others being lowered .CUT TO :

No! It's our lives now, not theirs. And I'm in charge of this boat! Now row!!

If you do n't shut that hole in yer face, there'll be one less in this boat!

Jack pulls on the pipe with all his strength . It 's not budging . He hears gurgling sound . Water pours under the door , spreading rapidly across the floor .He tries to pull one hand out of the cuffs , working until the skin is raw ... no good .THE CORRIDOR outside is deserted . Flooded a couple of inches deep . Jack 's voice comes faintly through the door , but there is no one to hear it .CUT TO :

Thomas Andrews is opening stateroom doors , checking that people are out .Rose runs up to him , breathless .Mr. Andrews , thank God ! Where would the Master at Arms take someone under arrest ? !CUT TO :

Rose runs up as the last Elecator Operator is closing up his lift to leave .Without thinking she grabs him and shoves him back into the lift .The operator fumbles to close the gate and start the lift .CUT TO :

Molly and the two seamen are rowing , and they 've made it a hundret feet or so . Enough to see that the ship is angled down into the water , with the bow rail less than ten feet above the surface .Ruth just stares at the spectacle of the great liner , its rows of lights blazing , slanting down into the sullen black mirror of the Atlanic .CUT TO :

Through the wrought iron door of the elevator car Rose can see the decks going past . The lift slows . Suddenly ICE WATER is swirling around her legs . She SCREAMS in surprise . So does the operator . The car has landed in a foot of freezing water , shocking the hell out of her . She claws the door open and splashes out , hiking up her floor-length skirt so she can move . The lift goes back up , behind her , as she looks around .She spots it and slogs down the flooded corridor . The place is understandably deserted . She is on her own .She turns into a cross-corridor , splashing down the hall . A row of doors on each side .CUT TO :

Jack is hopelessly pulling on the pipe again , straining until he turns red . He collapses back on the bench . realizing he 's screwed . Then he hears her through the door .187 IN THE HALL Rose hears his voice behind her . She spins and runs back , locating the right door , then pushes it open , creating a small wave . She splashes over Jack and puts her arms around him .They are so happy to see each other it 's embarrassing .She kisses his face and hugs him again , then starts to go through the desk .They share a look , then she goes back to ransacking the room , searching drawers and cupboards . Jack sees movement out the porthole and looks out . A LIFEBOAT hits the surface of the water , seen from below .CUT TO :

While the seamen detach the falls , Boat One rocks next to the hull . Lucile and Sir Cosmo Duff-Gordon sit with ten others in a boat made for four times that many .In a lit porthole beneath the surface she sees Jack looking up at her ... a face in a bubble of light under the water .CUT TO :

I despise small boats. I just know I'm going to be seasick. I always get seasick in small boats. Good Heavens, there's a man down there.

Rose stops trashing the room , and stands there , breathing hard .They look around at the water , now almost two feet deep . Jack has pulled his feet up onto the bench .She runs out , looking back at him once from the doorway , then splashes away . Jack looks down at the swirling water .CUT TO :

Rose splashes down the hall to a stairwell going up to the next deck . She climbs the stairs , her long skirt leaving a trail like a giant snail . The weight of it is really slowing her down . She rips at the buttons and shimmies quickly out of the thing . She bounds up the stairs in her stockings and knee-length slip , to find herself in -- 191 A LONG CORRIDOR ... part of the labyrinth of steerage hallways forward . She is alone here . A long groan of stressing metal echoes along the hall as the ship continues to settle . She runs down the hall , unimpeded now .She turns a corner and runs along another corridor in a daze . The hall slopes down into water which , shimmers , reflecting the light . The margin of the water creeps toward her . A YOUNG MAN appears , running through the water , sending up geysers of spray . He pelts past her without slowing , his eyes crazed ...He does n't look back . It is like a bad dream . The hull gongs with terrifying sounds . The lights flicker and go out , leaving utter darkness . A beat . Then they come back on . She finds herself hyperventilating . That one moment of blackness was the most terrifying of her life . A STEWARD runs around the nearest corner , his arms full of lifebelts . He is upset to see someone still in his section . He grabs her forcefully by the arm , pulling her with him like a wayward child .He 's not listening . And he wo n't let her go . She SHOUTS in his ear , and when he turns , she punches him squarely in the nose . Shocked , he lets her go and staggers back .The steward runs off , holding his bloody nose . She spits after him . Just the way Jack taugh : her . She turns around , SEES : a glass case with a fire-axe in it . She breaks the glass with a battered suitcase which is lying discarded nearby , and seizes the axe , running back the way she came . 192 AT THE STAIRWELL she looks down and gasps . The water has flooded the bottom five steps . She goes down and has to crouch to look along the corridor to the room where Jack is trapped . Rose plunges into the water , which is up to her waist ... and powers forward , holding the axe above her head in two hands . She grimaces at the pain from the literally freezing water .CUT TO :

Jack has climbed up on the bench , and is hugging the waterpipe . Rose wades in , holding the axe above her head .They are both terrified , but trying to keep panic at bay . He positions the chain connecting the two cuffs , stretching it taut across the steel pipe . The chain is of course very short , and his exposed wrists are on either side of it .Rose hefts the axe and thunks it into a wooden cabinet .She swings hard and the blade thunks in four inches from the mark .He winces , bracing himself as she raises the axe . She has to hit a target about an inch wide with all the foce she can muster , with his hands on either side .Jack closes his eyes . So does she . The axe comes down . K-WHANG ! Rose gingerly opens her eyes looks ... Jack is grinning with two separate cuffs . Rose drops the axe , all the strength going out of her .He climbs down into the water next to her . He ca n't breathe for a second .They wade out into the hall . Rose starts toward the stiars going up , but Jack stops her . There is only about a foot of the stairwell opening visible .CUT TO :

TIGHT ON THE LETTERS TITANIC painted two feet high on the bow of the doomed steamer . Once 50 feet above the waterline , they now quietly slip below the surface . We see them , gold on black , rippling and dimming to a pale green as they go deeper . 195 IN BOAT SIX , Ruth looks back at the Titanic , transfixed by the sight of the dying liner . The bowsprit is now barely above the waterline . Another of Boxhall 's rockets EXPLODES overhead . K-BOOM ! It lights up the whole area , and we see half a dozen boats in the water , spreading out from the ship .CUT TO :

The widest passageway in the ship , it is used by crew and steerage alike , and runs almost the length of the ship . Right now steerage passengers move along it like refugees , heading aft . CRASH ! A wooden doorframe splinters and the door bursts open under the force of Jack 's shoulder . Jack and Rose stumble through , into the corridor . A STEWARD , who was nearby herding people along , marches over .Jack leads her past the dumbfounded steward . They join the steerage stragglers going aft . In places the corridor is almost completely blocked by large families carrying all their luggage . AN IRISH WOMAN gives Rose a blanket , more for modesty than because she is blue-lipped and shivering .Jack rubs her arms and tries to warm her up as they walk along . The woman 's husband offers them a flask of whiskey .Rose takes a mighty belt and hands it to Jack . He grins and follows suit . Jack tries a number of DOORS and IRON GATES along the way , finding them all locked .CUT TO :

ON THE BOAT DECK , the action has moved to the aft group of boats , numbers 9 , 11 , 13 and 15 on the starboard side , and 10 , 12 , 14 and 16 on the port side . The pace of work is more frantic . You see crew and officers running now to work the davits , their previous complacency gone . CAL pushes through the crowd , scanning for Rose . Around him is chaos and confusion . A woman is calling for a child who has become seperated from the crowd . A man is shouting over people 's heads . A woman takes hold of Second Officer Lightoller 's arm as he is about to launch Boat 10 .Lightoller grabs her and shoves her bodily into the boat . Thomas Andrews rushes up to him just then .Lightoller steps past him , helping a seaman clear a snarled fall .The shot HANDS OFF to Cal , who sees Lovejoy hurrying toward him through the aisle connecting the port and starboard sides of the boat deck .Cal charges off , heading forward , followed by Lovejoy . The SHOT HANDS OFF to a finely dressed elderly couple , IDA and ISADOR STRAUSS .He looks at her with sadness and great love . They embrace gently .CUT TO :

you go, I go. Do n't argue with me, Isador, you know it does no good.

AT THE BOW ... the place where Jack and Rose first kissed ... the bow railing goes under water water . Water swirls around the captsans and windlasses on the foc'sle deck . Smith strides to the bridge rail and looks down at the well deck . Water is shipped over the sides and the well deck is awash . Two men run across the deck , their feet sending up spray . Behind Smith , Boxhall fires another rocket . WHOOSH !CUT TO :OMITTED OMITTED

Fabrizio , standing with Helga Dahl and her family , hears Jack 's voice .Fabrizio turns and sees Jack and Rose pushing through the crowd . He and Jack hug like brothers .Fabrizio points over the heads of the solidly packed crowd to the stairwell . Tommy has his hands on the bars of the steel gate which blocks the head of the stairwell . The crew open the gate a foot or so and a few women are squeezing through .But some terrified men , not understanding English , try to rush through the gap , forcing the gate open . The crewmen and stewards push them back , shoving and punching them .They struggle to get the gate closed again , while Steward # 2 brandishes a small revolver . Another holds a fire axe . They lock the gate , and a cry goes up among the crowd , who surge forward , pounding against the steel and shouting in several languages .But the crewmen are scared now . They have let the situation get out of hand , and now they have a mob . Tommy gives up and pushes his way back through the crowd , going down the stairs . He rejoins Jack , Rose and Fabrizio .Fabrizio turns to Helga , praying he can make himself understood .They ca n't understand what he 's saying . They can see his urgency , but OLUF DAHL , the patriarch of the family , shakes his head . He will not panic , and will not let his family go with this boy . Fabrizio turns to Helga .She kisses him , then steps back to be with her family . Jack lays a hand on his shoulder , his eyes saying `` Let 's go '' .He turns to Jack , who leads the way out of the crowd . Looking back Fabrizio sees her face disappear into the crowd .CUT TO :OMITTED O MITTED

CLUNK ! Cal opens his safe and reaches inside . As Lovejoy watches , he pulls out two stacks of bills , still banded by bank wrappers . Then he takes out `` Heart of the Ocean '' , putting it in the pocket of his overcoat , and locks the safe .Cal grins , putting the money in his pocket as they go out .CUT TO :

Jack , Rose , Fabrizio and Tommy are lost , searching for a way out . They push past confused passengers ... past a mother changing her baby 's diaper on top of an upturned steamer trunk ... past a woman arguing heatedly with a man in Serbo-Croatian , a wailing child next to them ... past a man kneeling to console a woman who is just sitting on the floor , sobbing ... and past another man with an English/Arabic dictionary , trying to figure out what the signs mean , while his wife and children wait patiently . Jack et al come upon a narrow stairwell and they go up two decks before they are stopped by a small group pressed up against a steel gate . The steerage men are yelling at a scared STEWARD .Jack takes one look at this scene and finally just loses it .He grabs one end of a bench bolted to the floor on the landing . He starts pulling on it , and Tommy and Fabrizio pitch in until the bolts shear and it breaks free . Rose figures out what they are doing and clears a path up the stairs between the waiting people .Jack and Tommy run up the steps with the bench and RAM IT INTO THE GATE with all their strength . It rips loose from its track and falls outward , narrowly mssing the steward . Led by Jack , the crowd surges though . Rose steps up to the cowering steward and says in her most imperious tone :Class wins out . He nods dumbly motions form them to follow .CUT TO :

Ruth rows with Molly Brown , two other women and the incompetent sailors . She rests on her oars , exhausted , and looks back at the ship . It slants down into the water , still ablaze with light . Nothing is above water forward of the bridge except for the foremast . Another rocket goes off , lighting up the entire area ... there are a dozen boats moving outward from the ship . 207 AT THE BOAT DECK RAIL Captain Smith is shouting to Boat 6 through a large metal megaphone .CHIEF OFFICER WILDE joins him , blowing his silver whistle . 208 FROM BOAT 6 the whistle comes shrilly across the water . Quartermaster Hitchins grips the rudder in fear .209 CAPTAIN SMITH , at the rail of the boat deck , lowers his megaphone slowlyCUT TO :

As Cal and Lovejoy cross the foyer encounter Benjamin Guggenheim and his valet , coth dressed in white tie , tail-coats and top hats .CUT TO :

There are still two cardgames in progress . The room is quiet and civilized . A silver serving cart , holding a large humidor , begins to roll slowly across the room . One of the cardplayers takes a cigar from it as it rolls by .CUT TO :

Cal and Lovejoy are walking aft with a purposeful stride . They pass CHIEF BAKER JOHGHIN , who is working up a sweat tossing deck chairs over the rail . After they go by , Joughin takes a break and pulls a bottle of scotch from a pocket , opening it . He drains it , and tosses it over the side too , then stands there a little unteadily .CUT TO :

PANIC IS SETTING IN around the remaining boats aft . The crowd here is now a mix of all three classes . Officers repeatedly warn men back from the boats . The crowd presses in closer . Seamen SCAROTT brandishes the tiller of boat 14 to discourage a close press of men who look ready to rush the boat . Several men break ranks and rush forward . Lightoller pulls out his Webley revolver and aims it at them .The men back down . Fifth Officer Lowe standing in the boat , yells to the crew .Lightoller turns away from the crowd and , out of their sight , breaks his pistol open . Letting out a long breath , he starts to LOAD IT .CUT TO :

Cal and Lovejoy arrive in time to see Murdoch lowering his last boat .IN THE WATER BELOW there is another panic . Boat 13 , already in the water but still attached to its falls , is pushed aft by the discharge water being pumped out of the ship . It winds up directly under boat 15 , which is coming downt he right on top of it . The passengers shout in panic to the crew above to stop lowering . They are ignored . Some men put their hands up , trying futilely to keep the 5 tons of boat 15 from crushing them . Fred Barrett , the stoker , gets out his knife and leaps to the after falls , climbing rudely over people . He cuts the aft falls while another crewman cuts the forward lines . 13 drifts out from beneath 15 just seconds before it touches the water with a slap . Cal , looking down from the rail hears GUNSHOTS --CUT TO :

Fifth Officer Lowe , in Boat 14 is firing his gun as a warning to a bunch of men threatening to jump into the boat as it passes the open promenade on A-Deck .BLAM ! BLAM !CUT TO :

The shots echo away .Cal sees three dogs run by , including the black French bulldog . Someone has released the pets from the kennels . Cal sees Murdoch turn from the davits of boat 15 and start walking toward the bow . He catches up and falls in beside him .CUT TO :OMITTED

Jack , Rose et al burst out onto the boat deck from the crew stairs just aft of the third funnel . They look at the empty davits .She sees Colonel Gracie chugging forward along the deck , escorting two first class ladies .Jack grabs her hand and they sprint past Gracie , with Tommy and Fabrizio close behind . ANGLE ON THE BAND ... incredibly they are still playing . Jack , Rose and the others run by .CUT TO :

Water pours like a spillway over the forward railing on B-Deck . CAMERA SWEEPS UP past A-Deck to the Boat Deck where Murdoch and his team are loading Collapsible Car the forward-most davits . NOTE : There are four so-called collapsibles , or Engelhardts boats , including two which are stored on the roof of the officer 's quarters . The crowd is sparse , with most people still aft . Cal slips his hand out of hte pocket of his overcoat and into the waist pocket of Murdoch 's greatcoat , leaving the stacks of bills there .Cal , satisfied , steps back . He finds himself waiting next to J. Bruce Ismay . Ismay does not meet his eyes , nor anyone 's . Lovejoy come sup to Cal at that moment .Cal looks longingly at his boat ... his moment has arrived .He and Lovejoy head for the port side , taking a short-cut through the bridge . Bruce Ismay , seeing his oppurtunity , steps quickly into Collapsible C. He stares straight ahead , not meeting Murdoch 's eyes .CUT TO :

ON THE PORT SIDE Lightoller is getting people into Boat 2 . He keeps his pistol in his hand at this point . Twenty feet below them the sea is pouring into the doors and windows of B deck staterooms . They can hear the roar of water cascading into the ship .Even with Jack 's arms wrapped around her , Rose is shivering in the cold . Near her a WOMAN with TWO YOUNG DAUGHTERS looks into the eyes of a HUSBAND she knows she may not see againThe woman stumbles to the boat with the children , hiding her tears from them . Beneath the false good cheer , the man is choked with emotion .Some of the women are stoic , others are overwhelmed by emotion and have to be helped into the boats . A MAN scribbles a note and hands it to a woman who is about to board .Jack looks at Tommy and Fabrizio .They nod and run off , searching for a way around the deckhouse .Cal walks up just then .She is shocked to see him . She steps instinctively to Jack . Cal looks at her , standing there shivering in her wet slip and stockings , a shocking display in 1912 .She numbly shrugs into it . He is doing it for modesty , not the cold .She does n't even care that Cal is standing right there . He sees the emotion between Jack and Rose and his jaw clenches . But then he leans close to her and says ...Lightoller grabs her arm and pulls her toward the boat . She reaches out for Jack and her fingers brush his for a moment . Then she finds herself stepping down into the boat . It 's all a rush and blur .The two men watch at the rail as the boat begins to descend .Jack knows he is screwed . He looks down at Rose , not wanting to waste a second of his last view of her . 222 ROSE 'S PERCEPTION ... IN SLOW MOTION : The ropes going through the pulleys as the seamen start to lower . All sound going away ... Lightoller giving orders , his lips moving ... but Rose hears only the blood pounding in her ears ... this can not be happening ... a rocket bursts above in slow-motion , outlining Jack in a halo of light ... Rose 's hair blowing in slow motion as she gazes up at him , descending away from him ... she sees his hand trembling , the tears at the corners of his eyes , and can not believe the unbearable pain she is feeling ... Rose is still staring up , tears pouring down her face . SUDDENLY SHE IS MOVING . She lunges across the women next to her . Reaches the gunwale , climbing it ... Hurls herself out of the boat to the rail of the A-Deck promenade , catching it , and scrambling over the rail . The Boat 2 continues down . But Rose is back on Titanic .Jack spins from the rail , running for the nearest way down to A-Deck . Hockley too has seen her jump . She is willing to die for this man , this gutter scum . He is overwhelmed by a rage so all consuming it eclipses all thought .CUT TO :

TRACKING WITH JACK as he bangs through the doors to the foyer and sprints down the stairs . He sees her coming into A-deck foyer , running toward him , Cal 's long coat flying out behind her as she runs . They meet at the bottom of the stairs , and collide in an embrace .And all the while he 's kissing her and holding her as tight as he can .Hockley comes in and runs to the railing . Looking down he sees them locked in their embrace . Lovejoy comes up behind Cal and puts a restraining HAND on him , but Cal whips around , grabbing the pistol from Lovejoy 's waistband in one cobra-fast move . He RUNS along the rail and down the stairs . As he reaches the landing above them he raises the gun . SCREAMING in rage , he FIRES . The carved cherub at the foot of the center railing EXPLODES . Jack pulls Rose toward the stairs going down to the next deck . Cal fires again , running down the steps toward them . A bullet blows a divet out of the oak panelling behind Jack 's head as he pulls Rose down the next flight of stairs . Hockley steps on the skittering head of the cherub statue and goes sprawling . The gun clatters across the marble floor . He gets up , and reeling drunkenly goes over to retrieve it .CUT TO :

The bottom of the grand staircase is flooded several feet deep . Jack and Rose come down the stairs two at a time and run straight into the water , fording across the room to where the floor slopes up , until they reach dry footing at the entrance to the dining saloon . STEADICAM WITH HOCKLEY as he reels down the stairs in time to see Jack and Rose splashing through the water toward the dining saloon . He FIRES twice . Big gouts of spray near them , but he 's not a great shot . The water boils up around his feet and he retreast up the stairs a couple of steps . Around him the woodward groans and creaks .Lovejoy arrives next to him . Cal suddenly remembers something and starts to laugh .He turns to Lovejoy with a sickly expression , his eyes glittering .He hands Lovejoy the pistol and goes back up the stairs . Lovejoy thinks about it ... then slogs into the water . The icewater is up to his waist as he crosses the pool into the dining saloon .CUT TO :

Lovejoy moves among the tables and ornate columns , searching ... listening ... his eyes tracking rapidly . It is a sea of tables , and they could be anywhere . A silver serving tolley rolls downhill , bumping into tables and pillars . He glances behind him . The water is following him into the room , advancing in a hundred foot wide tide . The reception room is now a roiling lake , and the grand staircase is submerged past the first landing . Monstrous groans echo through the ship . ON JACK AND ROSE , crouched behind a table , somewhere in the middle . They see the water advancing toward them , swirling over the floor . They crawl ahead of it to the next row of tables .He moves off as -- Lovejoy moves over one row and looks along the tables . Nothing . The ship GROANS and CREAKS . He moves another row . ANGLE ON A METAL CART ... five feet tall and full of stacks of china dishes . It starts to roll down the aisle between tables . ON ROSE as the cart rolls toward her . It hits a table and the stacks of dishes topple out , EXPLODING across the floor and showering her . She scrambles out of the way and -- Lovejoy spins , seeing her . He moves rapidly toward her , keeping the gun aimed -- That 's when Jack tackles him from the side . They slam together into a table , crashing over it , and toppling to the floor . They land in the water which is flowing rapidly between the tables . Jack and Lovejoy grapple in the icy water . Jack jams his knee down on Lovejoy 's hand , breaking his grip on the pistol , and kicks it away . Lovejoy scrmbles up and lunges at him , but Jack GUTPUCHES him right in the solar plexus , doubling him over .He grabs Lovejoy and slams him into an ornate columb . Lovejoy drops to the floor with a splas , stunned .Jack and Rose run aft ... uphill ... entering the galley . Behind them the tables have become islands in a lake ... and the far end of the room is flooded up to the ceiling . Lovejoy gets up and looks around for his gun . He pulls it up out of the water and wades after them .CUT TO :

They run throught the galley and Rose spots the stairs . She starts up and Jack grabs her hand . He leads her DOWN . They crouch together on the landing as Lovejoy runs to the stairs . Assuming they have gone up ( who would n't ? ) he clombs up them two at a time . They wait for the footstep to recede . A long CREAKING GROAN . Then they hear it ... a CRYING CHILD . Below them . They go down a frew steps to looks along the next deck .CUT TO :

The corridor is awash , about a foot deep . Standing against the wall , about 50 feet away , is a little BOY , aobut 3 . The water swirls around his legs and he is wailing .Jack nods and they leave the promise of escape up the stairwell to run to the child . Jack scoops up the kid and they run back to the stairs but -- A torrent of water comes pouring down the stairs like rapids . In seconds it is too powerful for them to go against .Charging the other way down the flooding corridor , they blast up spray with each footstep . At the end of the hall are heavy double doors . As Jack approaches them he sees water spraying through the gap between the doors right up to the ceiling . The doors groan and start to crack under the tons of pressure .Rose pivots and runs back the way they came , taking a turn into a cross-corridor . A MAN is coming the other way . He sees the boy in Jack 's arms and cries out , grabbing him away from Jack . Starts cursing him in Russian . He runs on with the boy --228 DOUBLE DOORS BLAST OPEN . A wall of water thunders into the corridor . The father and child DISAPPEAR instantly . Jack and Rose run as a wave blasts around the corner , foaming from floor to ceiling . It gains on them like a locomotive . They make it to a stairway going up .CUT TO :

Jack and Rose pound up the steps as white water swirls up behind them . PULL BACK to reveal that a steel gate blocks the top of the stairs . Jack SLAMS against the fate , gripping the bars . A terrified steward standing guard on the landing above turns to run at the sight of the water thundering up the stairs .The steward runs on . The water wells up around Jack and Rose , pouring through the gate and slamming them against it . In seconds it is up to their waist .The steward stops and looks back . He sees Jack and Rose at the gate , their arms raching through ... sees the water POURING through the gate onto the landing .He runs back , slogging against the curretn . He pulls a key ring from his belt and struggles to unlock the padlock as the water fountains up around them . The lights short out and the landing is plunged into darkness . The water rises over the lock and he 's doing it by feel .Jack and Rose are right up against the ceiling ... Suddenly the gate gives and SWINGS OPEN . They are pushing through by the force of the water . They make it to stairs on the other side of the landing and follow the steward up to the next deck .CUT TO :

Cal comes reeling out of the first class entrance , looking wild-eyed . The lurches down the deck toward the bridge . Waltz music wafts over the ship . Somewhere the band is still playing . CAL 'S POV : A little girl , maybe two years old , is crying along in the alcove . She looks up at Cal beseechingly . Cal moves on without a glance back ... reaching a large crowd clustered around COLLAPSIBLE A just aft of the bridge . He sees Murdoch and a number of crewmen struggling to drag the boat to the davits , with no luck . Cal pushes forward , trying to signal Murdoch , but the officer ignores him . Nearby Tommy and Fabrizio are being pushed forward by the crowd behind . PURSER MCELROY pushes them back , getting a couple of seamen to help him . He brandishes his gun , waving it in the air , yelling for the crowd to stay back .CUT TO :

Lightoller , with a group of crew and passengers , is trying to get Collapsible B down from the roof . They slide it down a pair of oars leaned against the deck house .The weight of the boat snaps the oars and it crashes to the deck , upside down . The two Swedish cousins , OLAUS and BJORN GUNERSEN , jump back as the boat nearly hits them .CUT TO :OMITTED

Jack and Rose run up seemingly endless stairs as the ship groans and torgues around them .CUT TO :

Murdoch , at Collapsible A , is no longer in control . The crowd is threatening to rush the boat . They push and jostle , yelling and shouting at the officers . The pressure from behind pushes them forward , and one guy falls off the edge of the deck into the water less than ten feet below .Murdoch fires his Webley twice in the air , then point it at the crowd .Cal steps up to him .Murdoch pushes him back , pointing the pistol at Cal .A man next to Tommy rushes forward , and Tommy is shoved from behind . Murdoch SHOOTS the first man , and seeing Tommy coming forward , puts a bullet into his chest . Tommy collapses , and Fabrizio grabs him , holding him in his arms as his life flows out over the deck . Murdoch turns to his men and salutes smartly . Then he puts the pistol to his temple and ... BLAM ! He drops like a puppet with the strings cut and topples over the edge of the boat deck into the water only a few feet below . Cal stares in horror at Murdoch 's body bobbing in the black water . The MONEY FLOATS out of the pocket of his greatcoat , the bills spreading across the surface . The crew rush to get the last few women aboart the boat .THE CHILD crying in the alcove . Cal scoops her up and runs forward , cradling her in his arms .McElroy nods curtly and pushes him into the boat . He spins with his gun , brandishing it in the air to keep the other men back . Cal gets into the boat , holding the little girl . He takes a seat with the women .CUT TO :

Thomas Andrews stands in front of the fireplace , staring at the large painting above the mantle . The fire is still going in the fireplace . The room is empty except for Andrews . An ashtray falls off the table . Behind him Jack and Rose run into the room , out of breath and soaked . They run through , toward the aft revolving door ... then Rose recognizes him . She sees that his lifebelt is off , lying on a table .Andrews picks up his lifebelt and hands it to her .Jack pulls her away and they run through the revolving door .CUT TO :

The band finishes the waltz . Wallace Hartley looks at the orchestra members .They leave him , walking forward along the deck . Hartley puts his violin to his chin and bows the first notes of `` Nearer My God to Thee '' . One by one the band memebers turn , hearing the lonely melody . Without a word they walk back and take their places . They join in with Hartley , filling out the sound so that it reaches all over the ship on this still night . The vocalist begins : `` If in my dreams I be , nearer my God to thee ... ''THE HYMN PLAYS OVER THE FOLLOWING SEQUENCE :237 A seaman pulls off his lifebelt and catches up to Captain Smith as he walks to the bridge . He proffers it , but Smith seems to stare through him . Without a word he turns and goes onto the bridge . He enters the enclosed WHEELHOUSE and closes the door . He is alone , surrounded by the gleaming brass instruments . He seems to inwardly collapse . 238 IN THE FIRST CLASS SMOKING ROOM Andrews stands like a statue . He pulls out his pocketwatch and checks the time . Then he opens the face of the mantle clock and adjusts it to the correct time : 2:12 a.m. Everything must be correct . 239 IN CAL 'S PARLOUR SUITE water swirls in from the private promenade deck . Rose 's paintings are submerged . The Picasso tranforms under the water 's surface . Degas ' colors run . Monet 's water lilies come to life . 240 DOWNANGLE on the two figures lying side by side , fully clothed , on a bed in a FIRST CLASS CABIN . Elderly Ida and Isador Strauss stare at the ceiling , holding hands like young lovers . Water pours into the room through a doorway . It swirls around the bed , two feet deep rising fast . 241 IN A STEERAGE CABIN somewhere in the bowels of the ship , the young IRISH MOTHER , seen earlier stoically waiting at the stairs , is tucking her two young children into bed . She pulls up the covers , making sure they are all warm and cozy . She lies down with them on the bed , speaking soothingly and holding them .CUT TO :

242 IN A WIDE SHOT we see a wave travel up the boat deck as the bridge house sinks into the water . 243 ON THE PORT SIDE Collapsible B is picked up by water . Working frantically , the men try to detach it from the falls so the ship wo n't drag it under . Colonel Gracie hands Lightoller a pocket knife and he saws furiously at the ropes as the water swirls around his legs . The boat , still upside down , is swept off the ship . Men start diving in , swimming to stay with it . 244 IN COLLAPSIBLE A Cal sits next to the wailing child , whom he has completely forgotten . He watches the water rising around the men as they work , scrambling to get the ropes cut so the ship wo n't drag the collapsible under . Fabrizio removes the lifebelt from Tommy 's body and struggles to put it on as the water rises around him . 245 CAPTAIN SMITH , standing near the wheel , watches the black water climbing the windows of the enclosed wheelhouse . He has the stricken expression of a damned sould on Judgment Day . The windows burst suddenly and a wall of water edged with shards of glass slams into Smith . He disappears in a vortex of foam . 246 Collapsible A is hit by a wave as the bow plunges suddenly . It partially swamps the boat , washing it along the deck . Over a hundred passengers are plunged into the freezing water and the area around the boat becomes a frenzy of splashing , screaming people . As men are trying to climb into the callapsible , Cal grabs an oar and pushes them back into the water .Fabrizio , swimming for his life , gets swirled under a davit . The ropes and pulleys tangle around him as the davit goes under the water , and he is dragged down . Underwater he struggles to free himself , and then kicks back to the surface . He surfaces , gasping for air in the freezing water . 247 WALLACE HARTLEY sees the water rolling rapidly up the deck toward them . He holds the last note of the hymn in a sustain , and then lowers his violin .CUT TO :

Jack and Rose run out of the PALM COURT into a dense crowd . Jack pushes his way to the rail and looks at the state of the ship . The bridge is under water and tehre is chaos on deck . Jack helps her put her lifebelt on . People stream around them , shouting and pushing .They push their way aft through the panicking crowd .CUT TO :

Collapsible A is whirled like a leaf in the currents around the sining ship . It slams against the side of the forward funnel .250 NEARBY : Fabrizio is drawn up against the grating of a STOKEHOLD VENT as water pours through it . The force of tons of water roaring down the ship traps him against it , and he is dragged down under the surface as the ship sinks . He struggles to free himself but can not . Suddenly there is a concussion deep in the bowels of the ship as a furnace explodes and a blast of hot air belches out of hte ventilator , ejecting Fabrizio . He surfaces in a roar of foam and keeps swimming .CUT TO :

Jack and Rose clamber over the A-Deck aft rail . Then , using all his strength , he lowers her toward the deck below , holding on with one hand . She dangles , then falls . Jack jumps down behind her . They join a crush of people literally clawing and scrambling over each other to get down the narrow stairs to the well deck ... the only way aft . Seeing that the stairs are impossible , Jack climbs over the B-Deck railing and helps Rose over . He lowers her again , and she falls in a heap . Baker Joughin , now three sheets to the wind , happens to be next to her . He hauls Rose to her feet . Jack drops down and the three of them push through the crowd across the well deck . Near them , at the rail , people are jumping into the water . The ship GROANS and SHUDDERS . The man ahead of Jack is walking like a zombie .CUT TO :

The stay cables along the top of the funnel snap , and they lash like steel whips down into the water . Cal watches as the funnel topples from its mounts . Falling like a temple pillar twenty eight feet across it whomps into the water with a tremendous splash . People swimming underneath it disappear in an instant . Fabrizio , a few feet away , is hurled back by a huge wave . He comes up , gasping ... still swimming . The water pouring into the open end of the funnel draws in several swimmers . The funnel sinks , disappearing , but -- Hundreds of tons of water pour down through the 30 foot hole where the funnel stood , thundering down into the belly of the ship . A whirlpool forms , a hole in the ocean , like at enormous toiler-flush . T. W. McCauley , the gym instructor swims in a frenzy as the vortex draws him in . He is sucked down like a spider going down a drain . Fabrizio , nearby , swims like Hell as more people are sucked down behind him . He manages to get clear . He 's going to live no matter what it takes .CUT TO :

Water raors through the doors and windows , cascading down the stairs like a rapids . John Jacob Astor is swept down the marble steps to A-Deck , which is already flooded ... a roiling vortex . He grabs the headless cherub at the bottom of the staircase and wraps his arms around it . Astor looks up in time to see the 30 foot glass dome overhead EXPLOSE INWARD with the wave of water washing over it . A Niagara of sea water thunders down into the room , blasting through the first class opulence . IT is the Armageddon of elegance .CUT TO :OMITTED

The flooding is horrific . Walls and doors are splintered like kindling . Water roars down corridors with pile-driver force . The CARTMELL FAMILY is at the top of a stairwell , jammed against a locked gate like Jack and Rose were . Water boils up the stairwell behind them . Bert Cartmell shakes the gate futilely , shouting for help . Little Cora wails as the water boils up around them all .CUT TO :

Rose and Jack struggle to climb the well deck stairs as the ship tilts . Drunk Baker Joughin puts a hand squarely on Rose 's butt and shoves her up onto the deck .Hundreds of people are already on the poop deck , and more are pouring up every second . Jack and Rose cling together as tehy struggle across the tilting deck . 257 As the bow goes down , the STERN RISES . IN BOAT 2 , which is just off the stern , passengers gape as the giant bronze propellers rise out of the water like gods of the deep , FILLING FRAME behind them . People are JUMPING from the well deck , the poop deck , the gangway doors . Some hit debris in the water and are hurt or killed .OMITTED OMITTED

ON THE POOP DECK Jack and Rose struggle aft as the angle increases . Hundreds of passengers , clinging to every fixed object on deck , huddle on their knees around FATHER BYLES , who has his voice raised in prayer . They are praying , sobbing , or just staring at nothing , their minds blank with dread . Pulling himself from handhold to handhold , Jack tugs Rose aft along the deck .They struggle on , pushing through the praying people . A MAN loses his footing ahead and slides toward them . Jack helps him . 261 THE PROPELLERS are twenty feet above the water and rising faster . 262 JACK AND ROSE make it to the stern rail , right at the base of the flagpole . They grip the rai , jammed in between other people . It is the spot where Jack pulled her back onto the ship , just two night ... and a liftime ... ago . Above the wailing and sobbing , Father Byles ' voice carries , cracking with emotion .The lights flicker , threatening to go out . Rose grips Jack as the stern rises into a night sky ablaze with stars .Rose stares about her at the faces of the doomed . Near them are the DAHL FAMILY , clinging together stoically . Helga looks at her briefly , and her eyes are infinitely sad . Rose sees a young mother next to her , clutching her five year old son , who is crying in terror .CUT TO :

... and I saw new heavens and a new earth. The former heavens and the former earth had passed away and the sea was no longer.

I also saw a new Jerusalem, the holy city coming down out of heaven from God, beautiful as a bride prepared to meet her husband. I heard a loud voice from the throne ring out this is God's dwelling among men. He shall dwell with them and they shall be his people and He shall be their God who is alway with them.

Shhh. Do n't cry. It'll be over soon, darling. It'll all be over soon.

He shall wipe every tear from their eyes. And there shall be no more death or mourning, crying out or pain, for the former world has passed away.

As the ship tilts further everything not bolted down inside shifts . 263 CUPBOARDS burst open in the pantry showering the floor with tons of china . A PIANO slides across the floor , crashing into a wall . FURNITURE tumbles across the Smoking Room floor . 264 ON THE A-DECK PROMENADE passengers lose their grip and slide down the wooden deck like a bobsled run , hundreds of feet before they hit the water . TRUDY BOLT , Rose 's maid , slips as she struggles along the railing and slides away screaming . 265 AT THE STERN the propellers are 100 feet out of the water and rising . Panicking people leap from the poop deck rail , fall screaming and hit the water like mortar rounds . A man falls from the poop deck , hitting the bronze hub of the starboard propeller with a sickening smack . 266 SWIMMERS LOOK UP and see the stern towering over them like a monolith , the propellers rising against the stars . 110 feet . 120 . 267 AT THE STERN RAIL a man jumps . IN HIS POV we fall seemingly forever , right past one of the giant screws . The water rushes up --CUT TO :

268 TRACKING SLOWLY IN on Ruth as the sounds of the dying ship and the screaming people come across the water . 269 REVERSE / HER POV : IN A WIDE SHOT we see the spectacle of the Titanic , her lights blazing , reflecting in the still water . Its stern is high in the air , angles up over forty five degrees . The propellers are 150 feet out of the water . Over a thousand passengers cling to the decks , looking from a distance like a swarm of bees . The image is shocking , unbelieveable , unthinkable . Ruth stares at the spectacle , unable to frame it or put it into any proportion .The great liner 's lights flicker .CUT TO :

In darkness Chief Engineer Bell hangs onto a pipe at the master braker panel . Around him men climb through tilted cyclopean mahcines with electric hand-torches . It is a black hell of breaking pipes , spraying water , and groaning machinery threatening to tear right out of its bedplates . Water sprays down , hitting the breaker panel , but Bell will not leave his post . CLUNK . The breakers kick . He slams them in again and -- WHOOM ! a blast of light ! Something melts and arcing fills the engine room with nightmarish light --CUT TO :

WIDE SHOT . The lights go out all over the ship . Titanic becomes a vast black silhouette against the stars . IN COLLAPSIBLE C : BRUCE ISMAY has his back to the ship , unable to watch the great steamer die . He is catatonic with remorse , his mind overloaded . He can avert his eyes , but he ca n't block out the sounds of dying people and machinery . A loud CRACKING REPORT comes across the water .CUT TO :

Near the third funnel a man clutches the ship 's rail . He stares down as the DECK SPLITS right between his feet . A yawning chasm opens with a THUNDER of breaking steel LOVEJOY is clutching the railing on the roof of the Officers ' Mess . He watches in horror as the ship 's structure RIPS APART right in front of him . He gapes down into a widening maw , seeing straight down into the bowels of the ship , amid a BOOMING CONCUSSION like the sound of artillery . People falling into the widening crevasse look like dolls . The stay cables on the funnel part and snap across the decks like whips , ripping off davits and ventilators . A man is hit by a whipping cable and snatched OUT OF FRAME . Another cable smashes the rail next to Lovejoy and it rips free . He falls backward into the pit of jagged metal . Fires , explosions and sparks light the yawning chasm as the hull splits down through nine decks to the keel . The sea pours into the gaping wound --CUT TO :

It is a thundering black hell . Men scream as monstrous machinery comes apart around them , steel frames twisting like taffy . Their torches illuminate the roaring , foaming demon of water as it races at the through the manchines . Trying to climb they are overtaken in seconds .CUT TO :

The STERN ALF of the ship , almost four hundred feet long , falls back toward the water . On the poop deck everyone screams as they feel themselves plummeting . The sound goes up like the roar of fans at a baseball stadium when a run is scored . Swimming in the water directly under the stern a few unfortunates shriek as they see the keel coming down on them like God 's bootheel . The massive stern section falls back almost level , thundering down into the sea and pushing out a mighty wave of displaced water . Jack and Rose struggle to hole onto the stern rail . They feel the ship seemingly RIGHT ITSELF . Some of those praying think it is salvation .Jack looks at Rose and shakes his head , grimly . Now the horrible mechanics play out . Pulled down by the awesome weight of the flooded bow , the buoyant stern tilts up rapidly . They feel the RUSH OF ASCENT as the fantail angles up again . Everyone is clinging to benches , railings , ventilators ... anything to keep from sliding as the stern lifts . The stern goes up and up , past 45 degrees , then past sixty . People start to fall , sliding and tumbling . They skid down the deck , screaming and flailing to grab onto somehting . They wrench other people loose and pull them down as well . There is a pile-up of bodies at the forward rail . The DAHL FAMILY falls one by one .He climbs over the stern rail and reaches back for Rose . She is terrified to move . He grabs her hand .Jack pulls her over the rail . It is the same place he pulled her over the rail two nights earlier , going the other direction . She gets over just as the railing is going HORIZONTAL , and the deck VERITCAL . Jack grips her fiercely . The stern is now straight up in the air ... a rumbling black monolith standing against the stars . It hangs there like that for a long grace note , its buoyancy stable . Rose lies on the railing , looking down fifteen stories to the boiling sea at the base of the stern section . People near them , who did n't climb over , hang from the railing , their legs dangling over the long drop . They fall one by one , plummeting down the vertical face of the poop deck . Some of them bounce horribly off deck benches and ventilators . Jack and Rose lie side by side on what was the vertical face of the hull , gripping the railing , which is now horizontal . Just beneath their feet are the gold letters TITANIC emblazoned across the stern . Rose stares down terrified at the black ocean waiting below to claim them . Jack looks to his left and sees Baker Joughin , crouching on the hull , holding onto the railing . It is a surreal moment .The final relentless plunge begins as the stern section floods . Looking down a hundred feet to the water , we drop like an elevator with Jack and Rose .She stares at the water coming up at them , and grips his hand harder .Below them the poop deck is disappearing . The plunge gathers speed ... the boiling surface engulfs the docking bridge and then rushes up the last thirty feet . 278 IN A HIGH SHOT , we see the stern descend into the boiling sea . The name TITANIC disappears , and the tiny figures of Jack and Rose vanish under the water . Where the ship stood , now there is nothing . Only the black ocean .CUT TO :

Bodies are whirled and spun , some limp as dolls , others struggling spasmodically , as the vortex sucks them down and tumbles them . 280 Jack rises INTO FRAME F.G. kicking hard for the surface ... holding tightly to Rose , pulling her up . 281 AT THE SURFACE : a roiling chaos of screaming , thrashing people . Over a thousand people are now floating where the ship went down . Some are stunned , gasping for breath . Others are crying , praying , moaning , shouting ... screaming . Jack and Rose surface among them . They barely have time to gasp for air before people are clawing at them . People driven insane by the water , 4 degrees below freezing , a cold so intense it is indistinguishable form death by fire . A man pushes Rose under , trying to climb on top of her ... senselessly trying to get out of the water , to climb onto anything . Jack PUNCHES him repeatedly , pulling her free .She tries , but her strokes are not as effective as his because of her lifejacket . They break out of the clot of people . He has to find some kind of flotation , anything to get her out of the freezing water .All about them there is a tremendous wailing , screaming and moaning ... a chorus of tormented souls . And beyond that ... nothing but black water stretching to the horizon . The sense of isolation and hopelessness is overwhelming .CUT TO :282 OMITTED

Jack strokes rhythmically , the effort keeping him from freezing .His words keep her focused , taking her mind off the wailing around them . Rose scans the water , panting , barely able to draw a breath . She turns and ... SCREAMS . A DEVIL is right in from of her face . It is the black FRENCH BULLDOG , swimming right at her like a seamonster in the darkness , its coal eyes bugging . It motors past her , like it is headed for Newfoundland . Beyond it Rose sees somehting in the water .Jack sees what she is pointing to , and they make for it together . It is a piece of wooden debris , intricately carved . He pushes her up and she slithers onto it belly down . But when Jack tries to get up onto the thing , it tilts and submerges , almost dumping Rose off . It is clearly only big enough to support her . He clings to it , close to her , keeping his upper body out of the water as best he can . Their breath floats around them in a cloud as they pant from exertion . A MAN swims toward them , homing in on the piece of debris . Jack warns him back .CUT TO :

The boat is overloaded and half-flooded . Men cling to the sides in the water . Others , swimming , are drawn to it as their only hope . Cal , standing in the boat , slaps his oar in the water as a warning .Fabrizio , exhausted and near the limit , makes it almost to the boat . Cal CLUBS HIM with the oar , cutting open his scalp .CLOSE ON FABRIZIO as he floats , panting each breath agony . You see the spirit leave him . FABRIZIO 'S POV : Cal in SLOW MOTION , yelling and wielding the oar . A demon in a tuxedo . The image fades to black .CUT TO :

JACK AND ROSE still float amid a chorus of hte damned . Jack sees the ship 's officer nearby , CHIEF OFFICER WILDE . He is blowing his whistle furiously , knowing the sound will carry over the water for miles .She nods , his words helping her . She is shivering uncontrollably , her lips blue and her teeth chattering .People are still screaming , calling to the lifeboats .CUT TO :

IN BOAT 6 : Ruth has her ears covered against the wailing in the darkness . The first class women in the boat sit , stunned , listening to the sounds of hundreds screaming .The women wo n't meet her eyes . They huddle into their ermine wraps .Ruth keeps her ears covered and her eyes closed , shutting it all out . 287 IN BOAT ONE : Sir Cosmo and Lucile Duff-Gordon sit with ten other people in a boat that is two thirds empty . They are two hundred yards from the screaming in the darkness .Lucile squeezes Cosmo 's hand and pleads him with her eyes . She is terrified .The crewmembers , intimidated by a nobleman , acquiesce . They hunch guiltily , hoping the sound will stop soon . TWENTY BOATS , most half full , float in the darkness . None of them make a move .CUT TO :

Jack and Rose drift under the blazing stars . The water is glassy , with only the faintest undulating swell . Rose can actually see the stars reflecting on the black mirror of the sea . Jack squeezes the water out of her long coat , tucking it in tightly around her legs . He rubs her arms . His face is chalk with in the darkness . A low MOANING in the darknes around them .Rose is unmoving , just staring into space . She knows the truth . There wo n't be any boats . Behind Jack she sees that Officer Wilde has stopped moving . He is slumped in his lifejacket , looking almost asleep . He has died of exposure already .She laughs weakly , but it sounds like a gasp of fear . Rose finds his eyes in the dim light .He takes her hand .Jack is having trouble getting the breath to speak .His voice is trembling with the cold which is working tis way to his heart . But his eyes are unwavering .She grips his hand and they lie with their heads together . It is quiet now , except for the lapping of the water .CUT TO :

Fifth Officer Lowe , the impetuous young Welshman , has gotten Boats 10 , 12 and Collapsible D together with his own Boat 14 . A demon of energy , he 's had everyone hold the boats together and is transferring passengers from INT . the others , to empty his boat for a rescue attempt . As the women step gingerly across the other boats , Lowe sees a shawled figure in too much of a hurry . He rips the shawl off , and finds himself staring into the face of a man . He angrily shoves the stowaway into another boat and turns to his crew of three .CUT TO :

The beam of an electric torch plays across the water like a searchlight as boat 14 comes toward us . ANGLE FROM THE BOAT as the torch illuminates floating debris , a poignant trail of flotsam : a violin , a child 's wooden soldier , a framed photo of a steerage family . Daniel Marvin 's wooden Biograph camera . Then , their white lifebelts bobbing in the darkness like signoposts , the first bodies come into the torch 's beam . The people are dead but not drowned , killed by the freezing water . Some look like they could be sleeping . Others stare with frozen eyes at the stars . Soon bodies are so thick the seamen can not row . They hit the oars on the heads of floating men and women ... a wooden thunk . One seaman throws up . Lowe sees a mother floating with her arms frozen around her lifeless baby .CUT TO :

IN A HOVERING DOWNANGLE we see Jack and Rose floating in the black water . The stars reflect in the mill pond surface , and the two of them seem to be floating in interstellar space . They are absolutely still . Their hands are locked together . Rose is staring upwards at the canopy of stars wheeling above her . The music is transparent , floating ... as the long sleep steals over Rose , and she feels peace . CLOSE ON Rose 's face . Pale , like the faces of the dead . She seems to be floating in a void . Rose is in a semi-hallucinatory state . She knows she is dying . Her lips barely move as she sings a scrap of Jack 's song :ROSE 'S POV : The stars . Like you 've never seen them . The Milky Way a glorious band from horizon to horizon . A SHOOTING STAR flares ... a line of light across the heavens . TIGHT ON ROSE again . We see that her hair is dusted with frost crystals . Her breathing is so shallow , she is almost motionless . Her eyes track down from the stars to the water . ROSE 'S POV ... SLOW MOTION : The silhouetter of a boat crossing the stars . She sees men in it , rowing so slowly the oars lift out of the syrupy water , leaving weightless pearls floating in the air . The VOICES of the men sound slow and DISTORTED . Then the lookout flashes his torch toward her and the light flares across the water , silouetting the bobbing corpses in between . It flicks past her motionless form and moves on . The boat is 50 feet away , and moving past her . The men look away . Rose lifts her head to turn to Jack . We see that her hair has frozen to the wood under her .She touches his shoulder with her free hand . He does n't respond . Rose gently turns his face toward her . It is rimed with frost . He seems to be sleeping peacefully . But he is not asleep . Rose can only stare at his still face as the realization goes through her .All hope , will and spirit leave her . She looks at the boat . It is further away now , the voices fainter . Rose watches them go . She closes her eyes . She is so weak , and there just seems to be no reason to even try . And then ... her eyes snap open . She raises her head suddenly , cracking the ice as she rips her hair off the wood . She calls out , but her voice is so weak they do n't hear her . The boat is invisible now , the torch light a star impossibly far away . She struggles to draw breath , calling again . 292 IN THE BOAT Lowe hears nothing behind him . He points to something ahead , turning the tiller . 293 ROSE struggles to move . Her hand , she realizes , is actually frozen to Jack 's . She breaths on it , melting the ice a little , and gently unclasps their hands , breaking away a thin tinkling film .She releases him and he sinks into the black water . He seems to fade out like a spirit returning to some immaterial plane . Rose rolls off the floating staircase and plunges into the icy water . She swims to Chief Officer Wilde 's body and grabs his whistle . She starts to BLOW THE WHISTLE with all the strength in her body . Its sound slaps across the still water . IN BOAT 14 Lowe whips around at the sound of the whistle .Rose keeps blowing as the boat comes to her . She is still blowing when Lowe takes the whistle from her mouth as they haul her into the boat . She slips into uncosciousness and they scramble to cover her with blankets ...DISSOLVE TO :

EXTREME CLOSEUP of Rose 's ancient , wrinkled face . Present day .As she speaks THE CAMERA TRACKS slowly across the faces of Lizzy and the salvage crew on KELDYSH . Lovett , Bodine , Buell , the others ... the reality of what happened here 84 years before has hit them like never before . With her story Rose has put them on Titanic in its final hours , and or the first time , they do feel like graverobbers . Lovett , for the first time , has even forgotten to ask about the diamond .DISSOLVE TO :

MATCHING MOVE as the camera tracks along the faces of the saved . DISSOLVE TO : ANOTHER BOAT , and then ANOTHER , seeing faces we know among the survivors : Ismay in a trance , just staring and trembling ... Cal , sipping from a hip flask offered to him by a black-faced stoker ... Ruth hugging herself , rocking gently . IN BOAT 14 : CLOSE ON ROSE , lying swaddled . Only her face is visile , white as the moon . The man next to her jumps up , pointing and yelling . Soon everyone is looking and shouting excitedly . In Rose 's POV it is all silent ,SLOW MOTION .IN SLOW-MOTION SILENCE we see Lowe light a green flare and wave it as everyone shouts and cheers . Rose does n't react . She floats beyond all human emotion .DISSOLVE TO :

Golden lgiht washes across the white boats , which gloat in a calm sea reflecting the rosy sky . All around them , like a flotilla of sailing ships , are icebergs . The CARPATHIA sits nearby , as boats row toward her .DISSOLVE TO :

IMAGES DISSOLVE into one another : a ship 's hull looming , with the letters CARPATHIA visible on the bow ... Rose watching , rocked by the sea , her face blank ... seamen helping survivors up the rope ladder to the Carpathia 's gangway doors ... two women crying and hugging each other inside the ship ... ALL SILENT , ALL IN SLOW-MOTION . There is just music , so gentle and sad , part elegy , part hymn , part aching song of love lost forever . THE IMAGES CONTINUE to music ... Rose , outside of time , outside of herself , coming into Carpathia , barely able to stand ... Rose being draped wtih warm blankets and given hot tea ... BRUCE ISMAY climbing aboard . He has the face and eyes of a damned soul . As Ismay walks along the hall , guided by a crewman toward the doctor 's cabin , he passes rows of seated and standing widows . He must run the gauntlet of their accusing gazes .CUT TO :

It is the afternoon of the 15th . Cal is searching the faces of the widows lining the deck , looking for Rose . The deck of Carpathia is crammed with huddled people , and even the recovered lifeboats of Titanic . On a hatch cover sits an enormous pile of lifebelts . He keeps walking toward the stern . Seeing Cal 's tuxedo , a steward approaches him .Cal ignores him and goes amongst this wrecked group , looking under shawls and blankets at one bleak face after another . Rose is sipping hot tea . Her eyes focus on him as he approaches her . He barely recognizes her . She looks like a refugee , her matted hair hanging in her eyes .She holds up her hand , stopping him .She fixes him with a glare as cold and hard as the ice which changed their lives .She stands , turning to the rail . Dismissing him . We see Cal stricken with emotion .We see that in his way , the only way he knows , he does truly love her . After a moment , he turns and walks away .301 ANGLE ON ROSE , at the railing of the Carpathia , 9pm April 18th . She gazes up at the Statue of Liberty , looking just as it does today , welcoming her home with her glowing torch . It is just as Fabrizio saw it , so clearly , in his mind . 302 LATER CARPATHIA DISCORGES THE SURVIVORS at the Cunard pier , Pier 54 . Over 30,000 people line the dock and fill the surrounding streets . The magnesium flashes of the photographers go off like small bombs , lighting an amazing tableau . Several hundred police keep the mob back . The dock is packes with friends and reletives , officials , ambulances , and the press -- Reporters and photographers swarm everywhere ... 6 deep at the foot of the gangways , lining the tops of cars and trucks ... it is the 1912 equicalent of a media circus . They jostle to get close to the survivors , tugging on them as they pass and shouting over each other to ask them questions . Rose is covered with a whoollen shawl and walking with a group of steerage passengers . Immigration officers are asking them questions as they come off the gangway .The officer steers her toward a holding area for processing . Rose walks forward with the dazed immigrants . The BOOM ! of photographer 's magnesium flashes cause them to flinch , and the glare is blinding . There is a sudden disturbance near her as two men burst through the cordon , running to embrace an older woman along the survivors , who cries out with joy . The reporters converge on this emotional scene , and flashes explode . Rose uses this moment to slip away into the crowd . She pushes through the jostling people , moving with purpose , and none challenges her in the confusion .TRACKING WITH HER as she walks away , further and further until she flashes and the roar are far behind her , and shi is till walking , determined .CUT TO :

You wo n't find any of your people back here, sir. It's all steerage.

Old Rose sits with the group in the Imaging Shack , lit by the blue glow of the screens . She holds the haircomb with the jade butterfly on the handle in her gnarled hands .CUT TO :304 OMITTED

The Mir submersibles make their last pass over the ship . We hear Yuri the pilot on the UQC :The sub rises off the deck of the wreck , taking its light with it , leaving the Titanic once again it its fine and private darkness .CUT TO :

A desultory wrap party for the expedition is in progress . There is music and some of the ( co-ed ) Russian crew are dancing . Bodine is getting drunk in the aggressive style of Baker Joughin . Lovett stands at the rail , looking down into the black water . Lizzy comes to him , offering him a beer . She puts her hand on his arm .Lovett notices a figure move through the lights far down at the stern of the ship .CUT TO :

Rose walks through the shadows of the deck machinery . Her nightgown blows in the wind . Her feet are bare . Her hands are clutched at her chest , almost as if she is praying . ON LOVETT AND LIZZY running down the stairs from the top deck , hauling ass . ROSE reaches the sern rail . Her gnarled fingers wrap over the rail . Her ancient foot steps up on the gunwale . She pushes herself up , leaning forward . Over her shoulder , we see the black water glinting far below . LOVETT AND LIZZY run up behind her .ROSE TURNS her head , looking at them . She turns further , and we see she has something in her hand , something she was about to drop overboard . It is the `` Heart of the Ocean '' . Lovett sees his holy grail in her hand and his eyes go wide . Rose keeps it over the railing where she can drop it anytime .FLASH CUT TO : A SILENT IMAGE OF YOUNG ROSE walking away from Pier 54 . The photographers ' flashes go off like a battle behind her . She has her hands in her pockets . She stops , feeling something , and pulls out the necklace . She stares at it in amazement . BACK ON KELDYSH , Rose smiles at Brock 's incomprehension .She holds it out over the water . Bodine and a couple of the other guys come up behind Lovett , reacting to what is in Rose 's hand .Do n't drop it Rose .( a fierce whisper ) Rush her .The massive diamond glitters . Brock edges closer and holds out his hand ...He comes closer to her . It is reminiscent of Jack slowly moving up to her at the stern of Titanic . Surprisingly , she calmly places the massice stone in the palm of his hand , while still holding onto the necklace . Lovett gazes at the object of his quest . An infinity of cold scalpels glint in its blue depths . It is mesmerizing . It fits in his hand just like he imagined .His grip tightens on the diamond . He looks up , meeting her gaze . Her eyes are suddenly infinitely wise and deep .His fingers relax . He opens them slowly . Gently she slips the diamond out of his hand . He feels it sliding away . Then , with an impish little grin , Rose tosses the necklace over the rail . Lovett gives a strangled cry and rushes to the rail in time to see it hit the water and disappear forever .Brock Lovett goes through ten changes before he settles on a reaction ... HE LAUGHS . He laughs until the tears come to his eyes . Then he turns to Lizzy .Lizzy grins at him and nods . Rose smiles . She looks up at the stars . 308 IN THE BLACK HEART OF THE OCEAN , the diamond sinks , twinkling end over end , into the infinate depths .CUT TO :

A GRACEFUL PAN across Rose 's shelf of carefully arranged pictures : Rose as a young actress in California , radiant ... a theatrically lit studio publicity shot ... Rose and her husband , with their two children ... Rose with her son at his college graduation ... Rose with her children and grandchildren at her 70th birthday . A collage of images of a life lived well . THE PAN STOPS on an image filling frame . Rose , circa 1920 . She is at the beach , sitting on a horse at the surfline . The Santa Monica pier , with its rollercoaster is behind her . She is grinning , full of life . We PAN OFF the last picture to Rose herself , warm in her bunk . A profile shot . She is very still . She could be sleeping , or maybe something else .CUT TO :BLACKNESS 310 THE WRECK OF TITANIC looms like a ghost out of the dark . It is lit by a kind of moonlight , a light of the mind . We pass over the endless forecastle deck to the superstructure , moving faster than subs can move ... almost like we are flying . WE GO INSIDE , and the echoing sound of distant waltz music is heard . The rust fades away from the walls of the dark corridor and it is transformed ... WE EMERGE onto the grand staircase , lit by glowing chandelier . The music is vibrant now , and the room is populated by men in tie and tails , women in gowns . It is exquisitely beautiful . IN POV we sweep down the staircase . The crowd of beautiful gentlmen and ladies turn as we descend toward them . At the bottom a man stands with his back to us ... he turns and it is Jack . Smiling he holds his hand out toward us . IN A SIDE ANGLE Rose goes into his arms , a girl of 17 . The passengers , officers and crew of the RMS Titanic smile and applaud in the utter silence of the abyss .FADE OUTTHE END

GEORGE SIMMONS , 42 , sits in a giant living room watching bad television on a 70 - inch flat screen TV . He looks bored and empty . After a few beats he pauses the TV , and picks up the phone .

I like those lunestas. They really put me to sleep without giving me the sleeping pill hangover I get from the restorils.

I try not to take them too often. Just when I know I have to get up early.

Ah life. What does it mean? sometimes life makes perfect sense. And then you ` come'.

Life is n't all about laughs. Crazy shit happens. You've got to be nice to each other. You never know what's going to happen.

Sorry I sucked it up out there. At least they are well rested for you.

Man, that audience hated you. They really did not like you. They liked your buddy, who looked exactly like you but was funnier. Man, that's going to haunt you. You're going to wake up in six months and think about this night.

I'm just fucking with you. You had some funny jokes in there. Good writing.

Alright, pal. Do n't worry. Only two hundred people saw that tonight. I'll see you later.

I thought you and Leo were pretty funny last night and I have to do this corporate gig for Apple computers in a couple of days and I thought you guys could write me some jokes.

I do n't know, about computers and shit. I could mainly do my act but they like it if you talk about them a little.

What is your email? I will send you my fax and email and all that.

There's some funny shit in here. Not a bad ratio of good jokes to shit.

Too many choices. I do n't like reading that much. I need like ten good jokes. I'm a little mad you made me read that many to get to ten. But thanks for doing it.

So you whacked off three times last night? Do n't worry, I'll get you some money. Is five hundred good?

I'm leaving at four tomorrow to go to the gig. You want to come check it out, see if your shit works?

Hey, if you bomb, they'll just be more excited to see me. They'll be so glad your not on stage any more. Then if you do well, they'll be ready for me. Either way, you're helpful.

I like this joke about watching porn and making porn all at the same time. That was a good one.

You want something to eat? I had them bring Chinese on the plane.

What the fuck is that? You did three of the jokes that you wrote for me.

They better kill, I'm getting paid a hundred thousand dollars for this.

We'll be on the ground in a half hour. Want to go to a bar? Do something fun?

Here's a grand for the jokes and the gig. Even though you should be paying me after that.

I feel nothing. I remember when a grand was the most exciting thing in the world. I'd go to Red Lobster and go nuts. Now it's just numbers in a bank account. Enjoy tonight. You made a thousand bucks.

Oh there's a whole other wing that you would n't even know existed unless you went through this door.

You do n't have to go. I'm just saying that she left. I think she left her purse in the other wing. Come with me, let's go get it. Ira watches this, astonished.

Did Ira tell you I have a room with all the classic pinball machines and video games?

That girl left. You want to talk to me while I try to go to sleep.

I'm afraid I did. I'm sorry. It was just so clear that you were not going to get it done. I figured you would n't mind.

she had never seen a steam shower before, I told her she should enjoy it.

She told me that too, but she says I was on her and her boyfriend's list of people she was allowed to screw. You'd be surprised how many women have me on that list.

Just talk to me before I fall asleep. I'm weird. I do n't like being alone. You should crash in one of the rooms. You're too drunk to drive home. I wo n't try to fuck you, I just fucked two women and I'm kind of done.

Hey, you were funny tonight. I could see how you could get good.

I do feel bad for you, because no matter how hard you try, you'll never be as funny as me.

That's why. My dad always seemed annoyed with me. He'd always crack me on the head. You would not see it coming. I spent my whole childhood trying to make my dad laugh so he would n't smack me. But he was an awesome guy. He was the coolest. He just got annoyed with me. Do you like your parents? They ca n't be that bad, because you're not that funny.

I've got some crazy blood disease. They think I'm going to die in six months to a year. Some weird thing, almost nobody has it. All these are experimental.

Well it's easier with you because I do n't know you. I do n't feel weird around you. I do n't want to be treated like a guy who's going to die.

Actually, the reason why I only told you is I need you to do me a favor.

I ca n't imagine suffering through the final stages of this. So. I was going to ask you if you would be willing. to euthanize me.

Kill me. I figured if I found someone that nobody knew that was a stranger, they could get away with it, and I would n't have to suffer. I got a gun that is untraceable. And a silencer. And I thought maybe tonight, I would take a bunch of sleeping pills, and when I slept you would put a bullet in my head.

I'll give you fifty thousand dollars in cash. You'd be doing me a favor. It would be the kindest thing you could ever do for somebody.

Holy shit, you would do it. You were literally thinking about doing it!

I'm an asshole, you were about to kill me. For fifty grand! That's not even a lot of money.

You basically just told me that you were willing to be a murderer. While you're cooking me eggs.

I'm not putting you on, man. Just do n't tell anyone. I mean that. I do n't want people to know about this. I do n't want to feel weird.

Do you really think I'm going to sit here and have a theological conversation with you?

I was thinking about it. I could throw you some money every week for coming up with new jokes for me. Maybe you can organize them in the computer, keep track of what I'm doing.

I'm just doing stand - up to have fun, forget about it on stage. There's nothing funny about that.

Fuck classic stuff. Ido n't give a shit what people think of my shit when I'm dead. Why do n't you wait till you're about to die and then you do a bit about it? I'll bet you're about - to - die shit will be funnier than my about - to - die shit.

I ordered your Roast Beef. And normally it's delicious. But this time I paid a price!

Well that's very nice of you. But I have one question for you. Can I get two sandwiches?

This is a family matter! He can hit me if he wants. He's my grandson, and I love him! Now may I give you my name, so you have it on file so I can get my free sandwich? K - A - C - A - H - A - K - R - E - K - K - U - C - T - A - R - S - U - T - A - R - G - M - S. Did you get that? Can you say it back to me?

No, I had a bad night last night. I was sweating though the sheets, could n't stop. So I got up, watched half of a season of The Wire and then I slept till. what time is it now?

I wanted to get up and do something. But I do n't think I have it in me. I may just go back to bed.

Yeah, I need all sorts of things. But nothing you can get me. You should go up anyway. You were in a groove the other night, you do n't want to get rusty.

Really? How long you gon na keep that job for? I'm paying you good money. What if someone you perform in front of goes into Ralph's and sees you cutting turkey?

I was n't like you. I had a different theory. You've got to spend money to make money. Nothing makes you work harder than being in debt. Maybe we should go buy a Corvette. That'll make you try to be funnier.

I was robbed! One second you're walking down the street with your Visa card, having a grand old time, and then you've got a fucking gun in your mouth!

I do n't know! The thief has the card, why do n't you ask the thief the number of the card!

Ah yes, I came into your comedy club tonight and I was very offended by the performer. I did not pay good money to have the so - called `` comedian'' shake my wife's hand, then smell it and say, `` Did you have fish for dinner?'' That is not my idea of entertainment.

I do n't want to do anything. I just want to be in the moment and live every day the best I can. As soon as I confront it with everybody, everything's changed and I ca n't get back.

P4y parents would drop dead if I told them what was happening. They're in their 80s. They do n't have to go through this. I'll make sure they find out at the last possible second.

I do n't think I do. I thought I did. I got a lot of people I know, shoot the shit with, fuck around with. But I realized when this happened I'm not close to anyone. I had no one to call. My friendships are Hollywood friendships. When I was lying in bed I could n't think of one person I wanted to share this with. Maybe it's me, maybe I never got close to anybody.

The only reason I did that was because I could n't sleep. And I had no one to call.

No, you're right. I really should tell some people. It just sucks, man. It just sucks. And they're going to feel so bad, I do n't even want to look at them and tell them. I'd rather drop dead. of a heart attack and have someone else make the calls. I have to make those calls? This is a nightmare. This is a total nightmare.

And I kept making her talk and say crazy shit just to make him laugh.

I will tell them, but right at the end. I do n't want them to go through all this. I ca n't put them through this.

Thanks a lot, pal. This is everything I did n't want to happen. It's like being at my own funeral.

You need to shut the fuck up right now. Have you been browsing the self - help section at Barnes and Noble? Is this what you say in between songs these days? I'm going to go right now and delete all your songs off my iPod.

Well what are we going to do when it's over, when we're done tomorrow? Because then I'm not talking to anyone.

Thanks for coming down. You did n't have to do that, i appreciate it.

We could've had a family. I do n't have a family, I'm all alone here.

You know, maybe I deserve it. I screwed up the only good thing that ever happened in my life. I cheated on you. For no reason at all. Just young and stupid. And selfish. I'm sorry.

See, that was my mistake. I should have had some kids with you before I cheated. she laughs.

Do n't set me up for jokes like that. You're ruining the moment.

You know, I never got married. I never had kids. I did n't get to do a lot of things I thought I would do. But I was pretty fucking funny, right?

I never understood why people hiked before. I think I get it now.

No, I'm feeling good. It's kind of weirding me out. I do n't feel sick at all, and it's scaring me. I feel like I'm just going to drop dead. Am I not going to feel bad at all, and then one day wake up dead? It's disconcerting.

Well, you did n't have to, and you were really there for me. I was thinking, maybe we should write a movie together.

I feel like I've learned a lot, and I wan na use this good place I'm in right now to do something really creative. I would pay you, certainly. I make, you know, about a million dollars to write a script. I ca n't give you half, but maybe one hundred, two hundred grand, but we'll figure it out.

I thought a lot about my work when I was sick and I'm in sort of a strange place career - wise, because I'm normally the goofy, funny guy and I do n't know if people are expecting a change from me. And I think people are expecting me to evolve, and it's important to evolve before they make a point of asking me why I'm not evolving.

Is that something they taught you at the deli. I'm not asking you for your advice, I just though we could start trying to come up with an idea.

It's very strange. It's gon na take me a few days to process it, but it's a gift and I'm going to treat it that way. I learned a lot from being sick and it's gon na help me make some good choices, and be a good person from now on.

It's weird, I feel like the old guy in the room. When I started out I was always the young guy. It's strange how fast you become the old guy. And I feel exactly the same.

I know you, I've watched your show.'' ` Nuff Said.'' It's a good show.

Do n't be ashamed, it's good. But what about that girl on the show? How old is she? Tell me she's 25.

Holy shit! I feel bad. I do n't want to tell you what I did watching that show. Are you serious? She's 15?

It's kinda like 9/11. You know after 9/11 you kind of liked everybody? But then it went away. It's like that.

I do n't believe in any of that stuff, but I was hoping I was headed somewhere. I felt like I was.

Well, it's easy to think that way until you're headed for the dirt. Then your mind opens up a little bit, you know? Maybe it's desperation, or maybe you just start to see more of the big plan. Luckily I got a little more time before I find out.

Everyone hold hands. Thank you for the gifts this year. Thank you for.

And hopefully next year I'll get to screw that girl on Mark's show. All our dreams will come true. You guys will get an apartment with less pubic hair on the toilet seat, you'll be able to afford a maid. Maybe next year you guys can get a better celebrity than me. Maybe Wolf Blitzer will come. I also pray that no one put their balls on this turkey, I'm kind of scared you guys are about to give me salmonella poisoning. I know this Orphan's Thanksgiving it's just a normal Thanksgiving for you guys, but it's a very special one for me. I'm very glad to be here. I'm not that glad to be here with you, but I thank you for having me. I'm sure it will be very memorable for you. Now let's find out what Leo's balls taste like.

This guy wrote me some funny jokes for that Mac gig. I asked for some jokes and he sent me about a hundred. Seriously.

This guy sent me jack shit. If you want to succeed you need a work ethic like Ira over here.

Sure I did. I asked you and Ira to write me jokes and you flaked.

Ira wrote this joke about Leopard, it was really funny. Do the joke, Ira.

It was like, what's great about. Leopard is you can watch a porno, write a porno, shoot a porno, and order a porno all at the same time. This guy's fucking funny.

If I did n't go out with every girl one of my friends slept with. let me put it another way. If none of my friends went out with girls I went out with, none of them would have gotten laid.

You guys are young, why are you taking everything so seriously? As someone who's been through a lot recently, let me tell you something. The worst thing you can do is hold grudges and be judgmental. Everyone's making mistakes, everyone's screwing up. You guys are cute together.

I know that Mark's not good in bed. Do n't tell me he was a good lay. He ca n't have a big dick. Look at Ira. He's thick. He's got ta have a thick dick.

See? She's funny. She can take a joke, she's not sensitive. I think I'm falling in love with both of you.

I'm gon na walk away now, causing an awkward moment, that will be followed by a true moment, filled with chemistry. I'm walking away now. Let the awkwardness begin.

I did n't know you were fucking over your friend. Do n't yell at me.

Well in a way that's a compliment to me because he's so mad he ca n't hang out with me that's he mad at you. That's kind of cool. I got you kicked out.

This should be comfortable in here. This room is almost as big as your old apartment.

I was thinking that now might be a good time for me to make that script `` Making Amends.''

I ` vedone four Davey movies.They wantme to do another sequelto that? We do n't even have ascript.

There's nothing funny about being smart. All comedy comes from immaturity. Buster Keaton, Jerry Lewis, the Marx Brothers, WC Fields, Bill Murray, Steve Martin, Charlie Chaplin. They were all immature. They were all knuckleheads. Who wants to see a smart guy live his life normally? What's funny about that? What else you got?

I'm thinking about taking a gig, and having a solid hit before getting into breaking new ground.

This woman my agent set me up with. She raises money for this environmental group. I guess she's like a normal person. I ca n't live here alone in this house forever. I need something of significance in my life. So I'm gon na go out on some dates. No pressure.

That's insulting. Do n't take out your frustrations on me because you ca n't get laid by acting like I'm some sort of deviant. I'm an adult. I have adult sexual relationships. No one does what they do n't want to do. Sex is how people decide if they like each other. I'm testing my compatibility by ass - raping them.

That's not true. I'm bored of sex, anyway. There is literally no body - part/orifice combination I have n't experimented with. There is nothing left to do. There is no nationalities I have n't. slept with, no age groups I have n't slept with. I'm fully ready for normal.

US. Canada. Mexico. England. France. Spain. North Korea. Burma. Rwanda. Kenya. Tibet. Serbia. Chechnya. Iran. The Green Zone. Darfur. The Killing Fields of Cambodia. Mongolia. What about you?

You know, I have n't been out on a blind date, ever. This may be the first one.

So it's just a list of all the Jewish people? I thought we did n't liked to be tracked and monitored like that.

So, uh, I hear you raise uh money for an environmental group. That must be very satisfying.

See? That's why I still drive a big truck. I stop driving that truck and that factory shuts down.

You know what they say about people with a big carbon footprint? Big dick.

Come on. We're gon na go do a gig tonight. Up north. And you're gon na open up for me.

I need you to do something for me. After your set I gave you a seat right next to her. During the intermission I want yQ.u to tell her I'm not sick anymore.

Because it's weird, and emotional. I think she'll handle it better if it comes from somebody else. And then I can talk to her about it afterwards.

She'll be happy. It's not weird. You're the bearer of good news.

Thanks. A lot has happened. And at least I got some good jokes out of it.

Ira and I are driving out of town tomorrow, I thought maybe we could stop by your place on our way out. I want to see what the ranch looks like, and meet your husband.

What's the fun in that? You can go pay for your own room, I do n't care.

I was young, stupid. and I liked fucking girls. Why do you think I cheated? You would do it too if anyone would fuck you.

It was awful. There was even marriage talk. My parents did n't want me to do it because she was n't Jewish. She was taking classes to convert, even. I mean, how cool is that? She was changing religions to be with me. She knew more about being a Jew than I did from those classes. She was so cute when she spoke Hebrew, it sounded so wrong.

And then one day, somebody told her, I do n't know who. And that was that.

I like her. I love her. I miss her. I just want to spend a little time with her. I know nothing will come of it. I just miss being around her.

All right, well, we're ready for the big tour. I want to see how you live.

I ca n't believe I'm saying this, but I agree with Paula. I think you're the one to beat.

Take me down to the paradise city. Where the grass is green and the girls are pretty. Oh, wo n't you please take me home.

Just an urchin livin' under the street, I'm a hard case that's tough to beat. I'm your charity case so buy me somethin' to eat. I'll pay you at another time! Take it to the end of the line!

Do n't worry, we'll figure it out. You have something to do in the morning?

This town is so small and adorable. It's like out of a Demi Moore movie.

it ca n't be that bad. You live on a pretty little ranch. You have horses, a duck. It must be a nice life.

I could n't believe you moved out of LA.. You were getting some good jobs as an actress. You got to play the bitch on Melrose Place for awhile and make out with Andrew Shue. That was pretty good. Do you miss it?

Oh, that must have gotten ugly. How long did that stay awkward for?

well I do n't anymore. I have n't cheated on anybody since you. I have n't even been in a committed relationship since you, so it's impossible for me to have cheated.

I thought a lot about you when I was sick, and I would do anything for another chance. I know it creates a mess, but I think it would be worth it. I think we both know it's what we should be doing.

It just makes you appreciate every moment. It brings things into focus, you suddenly realize what's important in life.

We probably should get some rest before the drive. All right, show us to our quarters, sir.

I really do n't know what to say. I re - ally do n't know what to say.

Because I love her. She's the best thing that's ever happened to me.

Yeah, but that was a long time ago. I've changed. You saw that douche bag. You do n't think he's fucking geishas on every business trip?

This shit is deeper than you understand. People get divorced. People make mistakes and then they fix them. That's how life works. It's not a big deal. I know you're still sad because your parents got divorced. Well get the fuck over it. Call a fucking cab and go home.

You're gon na sleep in Clarke's office. I'm gon na go talk to Laura.

Oh my god. Really? I mean, this is fun, but I do n't know how much I can take. Hopefully they'll take a nap at some point. I want to take a nap.

Sure. If I'm not shooting a movie, or on tour or something, that would be great.

This is a small bookstore. They've only got one Philip Roth book. Did n't he write like fifty books?

She's going to talk to Clarke tonight, and then she's going to make a plan. We've got to get over that hurdle.

She was kind of cooler when I knew her back in the day. She's still hot, but she was crazy hot back then. Her attitude has changed a bit. With the kids and all. Back then she was really sexy, and all about fucking. I know she's busy with her life now, but it is a little different.

Well hopefully everything will work out. If it does n't, it just was n't meant to be.

It means I'm going to give it a shot. I'm excited, but I'm not going to really know if it works until we're in it. I hope I'm just not in love with the person she used to be.

There's no way to ever be sure that anything's going to work! I could n't live up here. She wants me to live up here. I do n't think I can do it. Maybe a couple of weeks a year.

I do n't know, do n't some men get custody of the kids? Or they split the custody? I like the kids, but I've never lived with kids before. The young one's kind of cute, but I do n't think I can stand the old one full time. There's too much going on there. But I could definitely tolerate the young one. She's cute. Maybe they can split kids. Maybe Clarke will take the annoying one.

Nah, I was going to watch four hockey games at once. I've never done that.

Where are you, where are you? You have to come back here. I need your help. I do n't know how to do this.

Laura, it's George. Come back to the house. Maybe you should n't do it. Maybe it's too early for this. Call the house.

Well come back. I do n't know how to take care of these kids, I'm not a camp counselor like you. These kids are on to me. The older one's too intense. She's troubled. She's like Damien, from the Omen. I need help.

You should n't joke about my disease. That was very serious. Very scary.

Do n't jump in. Whatever you do, do n't jump in. I do n't want your help!

You said you were getting cigarettes then you ran to the airport to stop her. What kind of friend are you?

Do n't hit me! I've been sick! They do n't know. The medicine is working now, but I'm still sick.

That's what `` do n't jump in'' means. It means `` jump in.'' Help me!

Laura, what's it going to be? Are you going with him, or are you going with me?

She told me I was the love of her life. And she loves me more than she loves you!

What about you? You are just a lackey. Who are you to judge me? You tried to screw me over, after all I. have done for you.

It's not a job, you're a tacky. You're not even that fucking funny.

Who are you to fucking judge anyone? You're not my friend, you just want my money. You just want to get your foot in the door.

No, that's ok. I do n't want to take Ira's spot. I'm just gon na hang out tonight.

Or any kind of partner. You want to make me a turkey sandwich and talk to me? They give you breaks around here?

In my travels, I have learned a lot about Asia and Buddhism. And I would like to be in the moment now with you, and to tell you how sorry I am, and how much I have appreciated your friendship. And even if we are not friends in the future, I wish you well on your journey.

I think most of what you said to me was true. And I really am sorry. I think I'm still not very healthy. in my brain.

Well, I appreciate you trying to help me. Even though it was kind of an impossible task.

I am not doing well, but things have certainly been worse. So, I will be fine.

You were good the other night. I hear you're getting regular spots now.

You should do something about how, when you date a girl, and you feel really good and she likes you, and then you see pictures of all her ex - boyfriends, and they're all really goofy - looking guys, and it's not that you're good looking, it's just that in this psychotic girl's eyes, you're good looking?

You should say, now when I masturbate, I have to think about the last time I masturbated.

Shots of George doing stand up on stage at a comedy club . The place adores him . We see quick images of him after the show interacting with people . He is clearly a very famous comedian .

George sits back down , the thrill of his performance is gone , he is bored and alone again . He hits play on his TV and begins watching his show from the same spot it was at before . MUSIC UP : `` WITH A LITTLE LUCK '' - PAUL MCCARTNEY BEGIN CREDIT SEQUENCE

GEORGE wakes up in a large , clean , modern house . He is all alone . We get the feeling that he hired someone to decorate his house . It is very nice , but does n't seem personal to him at all . It feels new , with all the gadgets , but a little cold . On the kitchen table is a stack of scripts he is supposed to read .

George hits balls in his home batting cage . Then we see him driving golf balls inside there . In the background we see his modern , space ship looking house . It is enormous .

George gets out of his car and walks towards the tower . Two COLLEGE STUDENTS walk over .One of the college students put his arm around George while the other takes the picture .They take the picture .

George sits in the doctor 's office staring at the photos of the doctor with his beautiful young children . DOCTOR STEVENS enters and sits down . He takes a deep breath .George 's face turns white . He knows what this means . The doctor keeps talking but the sound keeps coming in and out - it is now all a jumble of words . ANGLE ON GEORGE 'S POV We see photos of the doctor 's family , his graduation certificates , files of other cases , odd doctor 's office art , a picture of him skiing with his family . He keeps talking , but now we hear nothing . MUSIC UP - `` MY SHIT 's FUCKED UP '' BY WARREN ZEVON

It's a rare blood disorder. In the family of Hodgkins disease. We really do n't have a treatment for it. There are things we can try. They're all very experimental in nature.

I think you need to hope for the best and prepare for the worst. Is there someone who can help you get your affairs in order?

I do n't want to get your hopes up. We put you on this experimental medication without much optimism, but as of right now I do n't see any traces of the disease in your blood work. I do n't want to speak too soon, but we may have beaten this thing.

George walks down the stairs towards the parking lot in a daze . An ASIAN GIRL and her MOTHER and BROTHER see him and start screaming .She puts her arm around him . Her little brother jumps in too .

George drives home . We hear the voice of his doctor in his head .

IRA , a 25 - year - old , works at the deli counter , along with CHUCK , a large , sweet - looking 45 - year - old deli counter lifer , and GAIL , a very skinny , very old , straight - talking , humorless woman in her fifties . Ira is in the middle of a very long conversation with a middle - aged WOMAN .

It means there's no additives or preservatives and it's hormone free.

Are there additives or preservatives in the food they feed the turkey?

I heard that because turkeys are fatty birds, mercury gets stuck in their fat. My daughter - in - law, she ate turkey and then she had a miscarriage.

I have n't heard about that. But I may not be informed enough to comment.

You should come see me do stand - up tonight at the Comedy and Magic Club.

Nah, not there. I just hang out and hope somebody does n't show.

Dude, I know you like it here but if I have to work here another year I would kill myself.

I was thinking about doing something about how I'm not good looking and I'm not bad looking. I'm just good looking enough that if I had a good personality, it could put me over the top. If that was the case.

I had a joke once about how you never see incredibly hot, blonde, homeless women. Because someone will always take care of that kind of woman. That woman could be the dumbest person on earth and she will survive in this world.

That's not cool. I came up with the concept! What do you got? Let's work on what you have.

No we did n't see it. Just do n't leave those things laying around.

She's in our apartment? I've never even talked to her. I just gave her quarters at the washing machine.

Well what about the magician? He just loaded his pigeons. He said I have to get off in ten minutes.

I'm not good looking. I'm not bad looking. I'm just in the middle. And if I had a personality that was Jut good enough, it would put me over the edge.

Sorry, man. I did n't mean to disturb you. I just ca n't open my door. There's no room.

Well, I'll probably bomb worse tomorrow and forget about this one.

Oh, it was fun to try to write in your voice. I spent the whole night pretending I was you.

He does n't watch your show. You're show is for eight - year - olds. It's a family show, he does n't watch that shit.

Oh good. Yeah, I thought you'd like that one. I was really happy with that one.

Uh. credits? I do n't really have any credits. Maybe you could just say I've been working on Apples for so long, my first one weighed more than I did.

But there's a lot more. The first three on this page. You did n't think they would work, but I think they will. You should just try them.

I did n't say anything was going to happen. I just said you were pretty. How do you even know I wanted something to happen?

How can that even happen? I guess I understand the first one, but why would the second one do it? You probably stink of the first girl.

She would n't fool around with me because she said she had a boyfriend.

Thanks. That was fun. It was rare that I get to play to more than twenty - five people. I've never played for a thousand. it, s kind of easier, because even if two hundred like me, it sounds like a lot.

They're bananas. And always broke. They got divorced ten years ago, but they both act like it just happened last week. They hate each other. They always put me in the middle of it. I always wanted them to say, `` We do n't want you to suffer through this, so we're just going to handle it ourselves.'' They never would do it. They would always make me feel their pain all the time. I would never do that for my kids. Because it's like they. _ `. re kids. And no matter how many times I tell them to leave me out of it, they never do.

I work at a supermarket at the deli counter. I hate it, but the money's actually pretty good. Better than you'd think. But I'd rather do comedy full - time if I could.

I do n't know, man. I do n't think you want to go through this alone. I think you've got to tell people. Your family. Your friends.

Fifty thousand dollars? Can I at least take a little time to think about it?

That's not cool, man. You told me you're going to die and you want me to euthanize you. I almost had a heart attack.

Do n't do this. My friends do this all the time. They trick me, and then they trick me again. I'm very gullible. Do n't do it.

He does n't want to be that guy. He picked up two girls at a bar. Then he had sex with his. And then he came out and had sex with mine.

No, what I'm saying is. He's so lost right now that he's hiding from the world. And he's trying to distract himself by doing stand - up and having sex with a lot of women. And he does n't want anyone to know but me.

I feel like he's crying out for help, and I can help him. He's made us so happy in our lives, this is our chance to do something from him during this time. There's a lot of wisdom we can take from this. What he's going through. We can apply it to our lives.

No, what is life all about? What is important? How should we decide to live this precious life? REVEAL that Mark is crying.

That's why we should talk about it! You ca n't run from it, man. This could make us into better people. This is an opportunity.

I was thinking maybe you should do some material about what you're going through, being sick. There could be something really powerful, and it would mean a lot to people, that you would share that with them.

Grandma! Get off the fucking phone. Do n't run up my fucking bill.

I. I. ca n't anyway. I'm doing the late shift at the deli counter.

I know, I just want to be safe, make sure I can pay my bills. I do n't like to be nervous about that shit.

Why would I give you notice? I'm not trying to stay in Ralph's good graces. I'm not trying to preserve my good standing at Ralph's. I'm just quitting. You do n't quit and then keep working for two weeks.

I wish I could help you, but I'll kill myself if I keep working here. It's not what I want to do. Maybe Gail can cover my shifts.

I do n't know. Get someone to cover from a different Ralph's. There are thousands of them in Southern California. No one else can scoop macaroni into a bowl? I'm not the linchpin that keeps Ralph's from falling into chaos.

You know what? I'm glad you said that, because I was about to tell you I could work this weekend. What's your problem? I did n't say anything bad about you, I just said I did n't want to work for Ralph's anymore.

I'll tell Dave. I'll tell Dave. I tried to do this politely. The thanks I get.

I was gon na try to hunt down tickets to see Wilco at the Greek Theatre. You want to come? Are you into them at all?

Okay. I'll call you with the details. Hopefully I'll be able to get seats which will not require high - powered binoculars.

Perfect. Then I can play you their live album in my car and trick you into thinking we have front row seats.

That wo n't work. That was n't funny at all. I'm gon na leave while I'm ahead right now.

I was thinking you need to tell someone about your situation. your condition.

I feel like maybe you're holding everything in and I can understand why you do n't want to deal with it because why would anyone want to deal with it. But I bet you have a lot of unfinished business with your friends. Would n't it make you feel a lot better to get your affairs in order? What do people do at this moment Do n't they have to do stuff?

Everything has changed. At some point you're going to get really sick and you need your friends and family around you. I'm sure there's a lot of business, estate issues, I do n't know. Maybe you'll feel better than if you just deal with everything. Where are your parents?

I think if you talk to people you'd find out a lot of people care about you. You're kind of old already, I mean, compared to me. I'm sure you touched a lot of people's lives. You ca n't spend the rest of your days making phoney phone calls alone in your room.

Well maybe that's the problem. Maybe if you told more people you'd have more people to call. You ca n't just talk to me about it, I do n't know what the fuck I'm talking about. You're the first person I've known who's sick. I'm not good at it.

You've given me diarrhea, I'm nervous about you and I'm in over my head.

I do n't think I am. I think I'm not anymore. I'm not sure what you're talking about.

I'm sorry, George. I really do n't know what to do, I do n't know how to help you.

Hi, this is Ira, I'm a friend of George's. He asked me to call you.

You have to, you have no choice. You're doing good. And you're almost done, do n't worry.

I was thinking we should go skiing somewhere. You're still physically doing well, and that's not going to last forever. You should do something active. Go to Colorado, or Tahoe, or something. Or do something crazy. Go to Switzerland, or Sweden, or wherever they have mountains. I do n't know, I do n't even ski, but you do. Maybe you should do something like that.

If it's too hard, we can just ski for an hour or two a day, and then get drunk at the bar. You can hit on hot ski instructors, and then I can masturbate in the room thinking about you fucking hot ski instructors.

Whatever. It'll be fun to be in the mountain air, fun to look at the mountains. Maybe you should n't even be here. We can hang out there as long as you want, I got nothing to do.

Do n't worry about it, it does n't matter, I do n't give a shit.

What's with you guys? You both want to fuck my mother too? What more do you want to do to me tonight?

Must have been a great episode. I should get a job on a shitty show so I can use it as foreplay.

I am not treating you like anything. Do what you want. I do n't give a shit. I'll go to Wilco alone.

I bought tickets to Wilco and I worked all week to get a reservation at a place that does n't normally let people like me eat there. I just did n't see this coming. Yes, you're right. You can do anything you want. I'm glad this fucking happened, before I wasted the night with you. I did n't think you were that kind of person. That you would sleep with a guy like that.

You got excited because he's the star of the show. You literally star - fucked.

Come on, are you kidding me? We all want to be you. Most of my comic friends are just doing a bad impression of you. People love your shit.

Well, I'm gon na start thinking. And. I'm really happy for you. Are you freaking out right now?

And he thanked me for helping him, and I really think I was a help during this time. I'm not saying that's why he got better, but he definitely had good energy and I hear that helps your immune system.

So I have to? I just stopped working at a supermarket two weeks ago. I'm trying to create some financial stability for myself. The first time I make any real money, I ca n't just give it to her.

Well you guys went on a cruise to Greece last year. Maybe you should n't have gone, and saved for her college education.

I had to drop out of college after two years because you could n't pay for it. Now I have to pay for hers? Let her figure it out. Let her get a job.

Then sell your house. Move into a smaller house. Use the extra money to pay for her college. Or tell her to work for a year or two, make some money, then she can pay for her own college. No one helped me out, I'm just digging out from under now.

One good thing happens to me in my entire life, and you have to try and take it away and ruin it.

Hey George, we're doing an Orphan's Thanksgiving tomorrow night, want to come? It's just for us losers who do n't have any family to eat with.

Hey Faggots, I know what you're doing. Stop emailing me. It's not amusing anymore.

I did n't expect you to blurt it out like that. That was very honest of you.

This is making me uncomfortable. The whole thing, it makes me uncomfortable.

I'm sorry I got so upset with you, because it shows you how much I like you, which is weird because we've hardly spoken. I understand all of that.

I'm sorry, it's just, I needed the gig. And you are doing so much better than me. I guess I just wanted this for myself.

I did. And it was fucked up. And I am sorry. I do n't know what to say.

See, the thing I was thinking, was. you always play an immature guy. What if the joke of the movie is you're incredibly smart, intellectual and well - mannered. You just go the opposite way with it.

You know what you should do, just as an experiment? You should try and not fuck her?

Because you're always saying you do n't know if women like you for who you are. You do n't know if they like you because you have money or you're famous. Why not take some time and get to know them before ass - raping them. In a romantic way.

See, you ca n't do it. You ca n't even entertain the idea of getting to know somebody for a month before sleeping with them.

You should have told me so I could have prepared. I've never played a place that big. How long do you want me to do?

I do n't like how you made me your limo driver. It's weird you're in the back and I'm up here.

I ca n't even listen to the radio because you're watching the movie. Can I sit back there and you drive?

I'm afraid so. I've been told if I'm good it warms the crowd, and if I'm bad it makes them want George more, so.

You did n't tell her that you're not sick anymore? Why would n't you tell her?

You had to do this to me right before my set. Like I'm not nervous enough.

Thank you. Hopefully George wo n't be mad if I tired the audience out.

I do n't know if you've heard, but it looks like George's medicine is working.

He just found out. He does n't want to jinx it. He does n't want people to get excited, and then have it come back again.

Why do we have to stop by there tomorrow? The drive is long enough as it is.

So, what happened with you and Laura? You seem to get along so well. Why did you cheat on her?

Why do you want to go see her tomorrow? We could do something productive like get some writing done.

That's crazy, owning a horse. I ca n't even keep a goldfish alive.

Really? Because I thought you were like nine, about to turn ten.

If you straighten my hair, I look crazy. I look like the killer from No Country for Old Men. Have you seen that movie?

Yo, dawg. That was the bomb. It was a little pitchy in places, but I dug it. I really dug it.

I do n't know, Dawg. It was a bad song choice. I'm not feeling it.

But it's like a seven, eight hour drive home. If we stay for dinner, we're not going to get home till like four in the morning.

Sure. I'm great with kids. I was a camp counselor for five years. Camp Winadu. Kids love me. I'm like a human teddy bear.

If you had an Exacto knife we could cut these sticks in half and make a chimney.

Here's the truth. George was really sick. But he went to the doctor and they found the right medicine and now he's better. And he's gon na live a long time.

This is really great pizza. Thank you very much. It tastes just like New York pizza, which is so surprising because you ca n't get good pizza in Los Angeles, so you would n't think you could get it in Northern California. But this really tastes like New York pizza.

My friend backpacked across China and he caught some sort of virus or something from what he ate. He was sickforweeks. He still has it. It ` sthekind of thing you ca n't getridof, you have it for the restofyour life, but it stays dormant.

I'd love desert. What do you have? Do you have any ice cream or cake, or anything like that? I have a real big sweet tooth right now. Why do n't we go into the kitchen and do an ice cream bar with kids right now? I've got a better idea, I make a really good milkshake. We should all go make milkshakes with the kids right now in the kitchen.

They are beautiful, but we have to get going. We have a really long drive to get back to Los Angeles.

We really do need to get back. I have to visit my mom. I ca n't miss it. It's her birthday. Everyone in my family is coming in from across the country for it. She's turning 65. It's very important we get back for it.

He was trying to cure you with herbs. He seems like a great guy.

I ca n't stay out of it. We took your car here. I have no way of leaving.

I just wanted to talk to you because I'm in the middle of a terrible situation and I do n't have anyone I can talk about it with. My friends are all mad at me and George is kind of losing his mind.

Look, I know you think I have the moral code of some guy from the 50s like Dwight Eisenhower, but I'm with George and he's hitting on his ex - girlfriend who's married now and has kids and I do n't know what to do. I'm kind of freaking out. I think I'm having a panic attack.

Well telling me to not have a panic attack is not going to stop it.

I wet the bed til I was eleven. It was n't even a mental thing. I just got relaxed when I was asleep.

So when are we going to go home? You're not talking at all about when we're going to go home.

Yeah, well when you have two kids and a husband, and horses and ducks, it's not all about fucking. That's just the hormones of youth. I'm all about fucking. But I do n't expect to be when I get older. I'll be occasionally about fucking, which is normal. The fact that you're all about fucking now is the weird thing.

She's about to leave her husband for good. She has two kids. You're not sure this is going to work?

Oh, I'm just headed back to Los Angeles. I've got some spots at the Improv I've got to do this weekend.

This is the International terminal? I'm so confused, I've never been to this airport before.

George! Clarke is coming back to the house. He knows everything! I'm coming to get you. Be at the end of the driveway. No! Be at the next driveway over! To the north!

I am a good friend because this entire situation is crazy. You are out of control.

When I got there, she was already kissing him. I never even had a chance to stop it. I did n't get to do anything!

I know, that's why I became a comedian, because everyone used to beat me up!

That was meaner than him punching you. That is a demented motherfucker.

No matter what the situation, no matter how many laughs or how many women you get you will never be happy. You're always going to be miserable. You are a bottomless pit. A bottomless wound.

I am not responsible for you. You wanted me to sit back and destroy this woman's life? Help you cheat on her? You put me in a terrible position. I do n't give a fuck, go fuck yourself.

Who cares? If being funny means being like you, I rather be a little less funny.

You're the only person I know who learned nothing from a near - death experience! You actually went backwards. All it did was it brought out what a prick you are, brought everything bad to the surface. I liked you better when I was sure you were gon na die.

Everything is about you. You do n't even know where I live. You've never asked me one question about my life. How much can one person talk about himself? You never ask me shit about anything!

okay, I'm getting out. You have to drive yourself home. I'm getting out here.

There is no later! I'm not going to ever talk to you again. So I do n't want your car.

I'm sure I would. I look forward to seeing it. Are you going on tonight?

Mrs. Gail, this fine woman would like a quarf ` of potato salad.

He was going to heal you with those herbs, man. You get sick again, you should call that guy.

I was thinking about doing a bit about how I'm not very good looking, but I'm not bad looking, but I'm just good - looking enough that if I had a good personality, it might put me over the top.

I was going to talk about how I have n't had sex in so long, that I ca n't even remember my previous sexual experiences so I can masturbate to them.

Wow, is there anyway for you to.be lower in show business? I do n't know if you could even say you're in show business. Why do n't you just fucking settle down and enjoy this gig? This is a sweet situation. The money's good, you've got health insurance.

Really? In that case, when we bury you does it have to be in some kind of Jew cemetery? Next to Al Jolson or some shit?

No way. I'm funnier than you. And I'm not even that funny. I would go if I was paying to see me.

Well I do n't have enough people to cover all your shifts, now I got ta cover them.

Gail ca n't work weekends, and my kid's birthday is this weekend. What am I supposed to do?

You're an asshole. You always thought you were slumming it here. Go tell your tucking fart jokes., Get the fuck out of here before I kick the shit out of you.

An Otis Redding song is playing as George walks around his house in a daze , not sure how to process this . He does n't call anybody . There 's nobody in sight . We see images of him thinking about the unthinkable and the life he 's lead . He sits in his office , surrounded by photos of himself at difference ages . It builds to a sequence of him going through stacks of old photos and watching videos of himself , reviewing his life , trying to make sense of what it all meant . We see clips of his good movies and his last bad movie . On the wall is a poster of a buddy film which shows him and another famous comedian . ON - SCREEN - home video of George at college . George is hanging out with his friends . They are acting goofy , having the time of their lives . George looks very young , skinny , and carefree . Life has never been better . They play a ridiculous drinking game and laugh uproariously . ANOTHER IMAGE - We see a very young George performing stand - up on Late Night with David Letterman . He 's so young and naive , he seems like a completely different person . ANGLE ON George watching silently . He has no idea what to make of this journey of his . END CREDIT SEQUENCE

Ira sits with one of his roommates , LEO , who is also an aspiring comedian . They sit across from each other , kicking around joke ideas they have , trying to write new ones . We see an entire pitch session play out . Ira 's joke pitches are all over the place . He clearly has n't figured out what his stage persona is yet .Their other roommate , MARK , walks in , waves a check at them .

Yeah, something about how the uglier you are, the better the personality you need. And the hotter you are, the stupider you can be.

Maybe something like. you can be hot and stupid and survive in the world. And you can be smart and ugly and survive in the world. The people who have trouble are the stupid, ugly people.

I've got nothing in the notebook. I got drunk last night. But I need material, because I just got spots at the Improv. Budd saw me and approved me. I'm in.

Sorry, man. They're only going to let in one chubby, caustic Jew, so I think you're fucked.

Hey, dudes. You see this check that I got from my TV show for 25,000 an episode? There was another one of these on the kitchen counter. Did you see it?

I would n't leave it around if they did n't give me so many. They give it to me every episode.

I would n't, if it was a shitty show and not what Time magazine called `` insightful and delightful.''

I decided I like it here. Living with you guys keeps me grounded. I do n't want to be the guy living in the house on the hill. Even though I could afford it. Hey, I saw that girl comic you like who lives upstairs. I invited her in. She's here.

You were right, she is pretty mousy and sexy. You got ta talk to her.

I'll give you ten days for your three - month plan, then I am going to fuck her. You ca n't just leave that laying around. Starting right now.

Are you serious? Shit - I've got a spot at the Improv, I cant hang out, damn.

They put it on the main page at YouTube and it exploded. Which would be awesome if someone would pay me.

We are gon na have his email address? I have to send him the link to my short.

I got one, but you have to tell him its mine. The best thing about Leopard is it lets you watch a porno, write a porno, shoot a porno, and order a porno all at the same time. And you guys made that possible.

If it was me, I would tell everyone. Then everyone would kiss my ass. And take care of me. Tell me how much they love me. Wipe my ass when I had to go to the bathroom. They'd be crying and sad, and that would make me feel really good.

Like how to bang two chicks in the same night, even though you have a terminal disease?

I do n't want to talk about this shit until I'm 80. I'm 24 years old.

You have to go through fire to get to heaven? That was n't him going to heaven, that was him going to hell.

I just fucking killed at the Improv. Bud Freidman fucking loves me.

They said they're gon na start giving me good spots on the weekends.

Well, that's because they think if they book you, George will show up.

Did you guys just bone, or something? I'm getting a little vibe here. It's getting me excited.

We're really glad you could come have Thanksgiving with us. It's a big thrill.

Did you think you were gon na go to heaven? Did you count up your sins?

Why would n't I have sent you jokes? You did n't ask me for jokes.

You're a fucking prick, You're a piece of shit thief motherfucker. You stole a job from me, you stole my joke.

Why would n't I want to? What, I do n't like money? I do n't like private jets?

Do n't say anything. Just get your shit, and get out of the apartment.

You do n't get let off the hook for going into faggy apology mode. That is a terrible strategy. I do n't know what the fuck has happened to you - but my name is on the lease, and I do n't want to live with it.

We rented out your room to Jay. But you can crash on the couch if you want.

The thing about working on a sitcom is it's 22 weeks a year, so I can do stand - up the rest of the year. But now people want to see me because they see me on a TV show, so I am kind of a draw. Have you seen the show?

Do n't talk about this shit when we're high. It really freaks me out and it makes me sad and it scares me. I do n't want to talk about this shit.

When my grandfather died, we were in a room with no windows. And they said he was dead. And there was a candle. And it started flickering like he was blowing it out. But there were no windows. We all thought that was him going to heaven.

Fuck you guys. I was trying to open up. I'll never do it again. You're just being mean because I'm making twenty - five thousand dollars an episode.

Oh, I'm sorry. I thought you were sleeping at your boyfriend's again tonight.

I told you I was going to give you 10 days. That was three weeks ago.

I did n't know she actually mattered to you. We talk about girls we want to fuck all the time.

I would, but I'm going with Tobey Maguire. He wants me to play his younger brother in some movie.

Email back and say : trying to make a joke. -RRB- If you can, bring that hot chick from your last movie. We definitely have room for her.

I know it's not that funny, but they do slip in some funny shit in there every now and again.

Mark is talking to DAISY , an alternative - feeling , dark - haired girl in her early twenties . His television show is on the TV .Ira walks in .Ira walks over to the kitchen area , takes out a paper cup . He pours some orange juice without looking and the paper cup falls over and spills all over the counter . Mark looks horrified .Nobody laughs . Ira starts wiping up the OJ with a rag .

I do n't care where the seats are. I just like to close my eyes and listen to the music at concerts,

What planet are you from? The one where everyone is perfect like you, you judgemental fuck?

We are going on a date. I did n't plan it. Am I not allowed to do stuff because we're going out on a. date? What the fuck's the matter with you?

Well, I did n't know that. Thanks for the info. I was n't trying to hurt you. It just happened.

well, the truth is we had a date, but I went out with Mark first and he broke it off.

Actually, I have a really skinny vagina, so I'm not really into thick.

Well do n't have a panic attack, that's not going to help anything.

Leo is on stage , performing his act , doing well . ANGLE ON Ira watching , both amused and jealous . A MAGICIAN and the EMCEE walks over to him .ANGLE ON Leo on stage , doing a few more jokes . A MANAGER walks over to Ira .Leo finishes his set to huge applause then comes off stage .ANGLE ON THE STAGEGeorge walks on stage . The place goes crazy . He does some of his normal routine and the audience laughs and is very appreciative . As George continues his act , it starts getting darker and darker until he is talking about death and the lack of meaning in it all .ON IRAAfter completely losing the crowd , and some minor confrontations with audience members , he exits the stage .Ira passes George as he heads onto the stage .Ira , takes the stage . He starts trying to do his act , but he is unsure of himself and unable to figure out how to take the weird energy of the room and spin it to his advantage . He basically bombs . We reveal Chuck and his date watching , looking miserable .The joke fails . We reveal George also watching him bomb , amused by his struggle . He sees something he likes in Ira .

Do n't go long because I have to load pigeons into my suit. I have to let them out or they'll die. I'm not fucking around. So when you get the light, do n't go long. You've got one minute.

Hey man. George Simmons just got here, he wants to go up. You're bumped. We'll put you on after George.

I do n't know. Last night he did five minutes. Last week he did an hour. fie'il do what he wants to do.

A lot of times you hear about going to a comedy club and someone exciting shows up. I wo n't lie to you, that usually never happens. But tonight it is happening. Ladies and gentleman, you know him from.

Hey Ira, Federman got in a car accident. Do you want to take his spot?

Do you want to go up? Ira was gon na take Federman's spot, but we can get you up if you want to?

Ira walks to his car . In the spot next to him is an enormous Suburban SUV parked in a spot meant for compact cars . It is so close to Ira 's car that it is n't possible to open the door . He hears some banging and odd wails from in the car . Ira knocks on the window . We see that George is sitting in his car in a world of pain . He 's clearly been crying . The knock startles him . He turns to Ira .George pulls the car back ten feet .George just stares at him .George pulls out , turns the car around , and as he passes by Ira , he steers his car as if he 's going to run him down , and starts screaming .Then he smiles at Ira and drives off . Ira smiles . This is the greatest thing that 's ever happened to him .

FULL SCREEN COMPUTER : We see a comedy short made by Leo . It 's very funny .The phone rings .Leo passes by in the background . We see Ira decide not to include him in this job offer .Ira hangs up and turns to his friends .

Ira is writing jokes . The camera follows the letters being typed on the computer screen as he types . `` Always erase your web history . I had a girlfriend hit history and see eleven hundred porn sites that I visited in an hour . '' Jonah sticks his head in .We see QUICK IMAGES of him typing and printing . He is writing an enormous amount of jokes . Way more than George will ever need . Writing , typing , re - writing in pen , then re - typing , etc. . Ira hesitates , then hits send .

Ira is asleep . The clock says noon . The phone rings . He answers it , groggy .

CLOSE - UP on their curtains , as they wait for George to pull up .The Limo pulls up outside .

The door opens , Ira gets in .I/E PRIVATE JET - LATER The limo pulls up to a private jet . Ira is shocked . A moment later they 're picking up speed to take off . George seems really relaxed . Nothing registers that the jet is going faster and faster and taking off . As they 're having a conversation , Ira seems really freaked out . Ira pretends he is n't .Ira 's eyes widen . He likes this way of life .

DAVE from Apple is walking George and Ira into the room . It 's a giant room that holds a thousand people at banquet tables . ON STAGE - Sting is finishing up a set . This is a huge corporate event .Nobody laughs .

Okay, what do you want them to say when he introduces you? Do you have any credits he should mention?

Ira 's on stage doing his act . He tells two jokes that do n't do very well . And then he panics and does the joke about jerking off and shooting a movie all at the same time . ANGLE ON George , shaking his head , amused that he panicked and did one of the jokes he sold to him . CUT TO the wings of the stage . Ira 's walking off stage .Ira takes out the long list of jokes he 's written .ANGLE ON DAVE on stage .George does a few Apple jokes that do kill , and then he segues into his normal act . When he wants to be , he is a great performer .

George and Ira sit on the plane , on the way back .Ira 's eyes widen .MUSIC UP

George and Ira enter . People are very excited to see George . They give him a nice table . - George and Ira talk to two women , MANDY and DAWN . They both seem really into George . Ira feels kind of left out . - George focuses on Mandy , flirting and preparing her to go home with him . - The other girl is now talking to a very uncomfortable Ira . She is not into it .

Music is playing . Everybody is drinking . Mandy is doing some weird sort of sexy dance for George .George and Mandy disappear . Ira and Dawn are left alone .

Ira and Dawn are watching one of George 's films . Neither looks very happy or comfortable . George enters .George looks over his shoulder at Ira , as if to say , `` A man 's got ta do what a man 's got ta do . ''

Ira is now watching the end of the movie by himself . George sticks his head in .Ira does n't know what to make of this .

George is in bed under the covers , comfortably laying on his pillow . Ira sits in an easy chair located right next to the bed .Ira notices that George is very close to falling asleep .The camera pulls back as Ira continues to talk , and we begin to HEAR George snoring , as Ira continues to talk anyway .

George walks into the guest room , where Ira is sleeping .While Ira is cooking , George takes a lot of pills .Ira nods okay .

When George got sick they did n't think they had any medicine that would help, so they put him on experimental medicine. And the last time he went to the doctor they could n't detect his blood disease. They think it might be gone.

The three friends - Mark , Ira , Leo - smoke pot and have what they think is a deep conversation .The other roommate , JAY , walks by .Jay keeps walking .Mark cries even more .

George is bored , playing guitar . He picks up the phone , dials .

See quick moments of Ira on stage at the Improv doing a set . Then George does a set , tears down the house .

George and a few of his friends are playing a famous rock song for fun . But they are very good . The music continues through the following sequence .

George and Ira are eating with several famous comedians , shooting the shit , having a good time .

George and Ira are waiting at the parking valet . The car pulls up . As they get in :They close the doors , drive off .We can tell that this amount of money could change Ira 's life .

George and Ira are writing jokes . Ira keeps pitching premises/rough joke ideas that George instantly makes ten times better off the top of his head . -LRB- We shoot this process for real with multiple cameras and try to catch lightning in a bottle . -RRB-

George is making a phoney phone call on a speaker phone . Ira listens .George motions for Ira to do something .Ira starts slapping his hands together . George screams in pain .

I'm very sorry ma'am. What if you come in and I give you a free sandwich?

Ira enters .He walks through the house , finds George in bed . For the first time he seems sick .

Chuck takes a step to Ira like he 's going to hit him . Ira steps back a few feet .Ira walks out the store . As he walks out , he turns to a lady -LRB- in her 40s -RRB- at the register .

Ira sees Daisy walking out as he 's walking into the apartment complex . He takes a deep breath , then :She smiles . He walks away .

Ira walks into George 's house .Ira walks into George 's bedroom . He hears something , pokes his head in . In the dark , he can barely see George making phoney calls by himself . Ira listens for awhile , not sure what to make of this . George does n't see him .George hangs up the phone . He starts dialing .Ira leaves the room , feeling like he 's intruded on a private moment .

George and Ira are eating .George really begins to cry .Ira wipes the tears from his face . New tears immediately come out .George takes a napkin and puts it over his face .

Ira is on the phone . There is a paper with a bunch of numbers in front of him .His roommates are making a commotion outside . Ira covers the receiver .Ira slams the door .TELLING FRIENDS SEQUENCE

George sits with THREE COMEDIANS . They are all laughing and telling old sex stories from george 's younger days . Ira sits with them and listens and laughs along .They all laugh .Suddenly the air is out of the room , and it is awkward and sad .

Of course I was whacking it. What else am I gon na do, not whack it?

I think at one point you said, `` Say my hog is the biggest you've ever seen.'' And then there is this long pause.

That's a bad sign. If it was big at all she would n't have paused.

Remember you used to have that joke about how you used to only date midgets because your dick looked bigger in their little hands.

And I feel horrible about it, but the truth is, I was having some issues with gambling, and you were doing so well - and so I took a million dollar check you got in from the studio and I used it to clear up some debts. And I did it with the intention of paying you right back before you noticed. But you never noticed, and I just never got around to paying you back.

George is talking to his sister , LISA .George does not know what to say .

I wish I was n't so mad at you. I want to be there for you, but I am so mad at you.

You were n't even a brother. You just left when I was a little kid. You left me there all alone, and you never treated me like a sister again.

That was six years ago, and you were only there because you had a concert. My five - year - old has never even met you.

And I wanted to bring her, but then I thought she would just fall in love with you and get attached, and then what? I did n't want to do that to her.

George talks to a FRIEND who rambles on and on talking about his own problems , ignoring George 's .George stands up and exits the room . Ira walks over .

It is such a tucked up situation. Life is fucked. It makes no sense.

The worst part is at night, when the TV gets turned off, and it is quiet.

A different FRIEND is talking about their own health issues . He goes on and on about his surgeries and treatments . George does n't say a word .

You're about to merge with the eternal. We're all going to die. No one gets out of here alive, right?

You lived five lives, fucker. You're 200 years old in my book. The fun you've had, the money, the adventures, the women you've known. Who would n't want to change places with you right new?

You know what? There is no tomorrow, no yesterday. Only right now, and it's fucking beautiful.

Ira is talking George to sleep . He 's gotten good at it . Warren Zevon 's `` Do n't Let Us Get Sick '' plays in the background .Ira notices George is falling asleep , so he talks more quietly . He 's gotten good at this .He thinks George is asleep , so he walks out as he speaks .Ira closes the door .

George is talking to LAURA , a very pretty woman in her late thirties . Laura is showing George a photo of her two daughters .We see this hurts George .ANGLE ON : Ira sneaking a peak from the kitchen as he makes coffee .She starts to cry . He does too . They embrace .They cry , forehead to forehead .She smiles . They hug .

You do n't have to be sorry, that was like 12 years ago. Everything worked out for the best.

And the funny thing is. my husband, he is on the road a lot for business. He did the same thing last year.

There's never been anything like you before or since. I love Chris, but it's not the same. It's fine, maybe it is n't even fine, but we had something special.

I would n't have missed it for the world, thanks for inviting me.

Well the show is going to start in a minute, I better get to my seat. I just wanted to say hi. Do n't be too dirty tonight, you know that makes me uncomfortable.

I do n't know, you seemed so nervous. But you were really solid all the way though, and your ending hunk really murdered.

I do n't think he has anything to worry about. They always go crazy for him. Before he got famous, he used to bomb all the time. And that's when I think he was the funniest. And now that everyone knows him, it's a little too easy for him, I think. No one was funnier when the audience hated him than George. He loved it.

Yeah. But you always knew he was gon na do well. He had so much charisma. He would walk into a room and in ten minutes that whole room would be about him. Even before anyone knew who he was.

I was the hat - check girl at the Improv. And I was acting. I used to do guest spots on all those shows, like Melrose Place, Beverly Hills 90210. I always played the bitch. I do n't know why, but I was on the top of the bitch list.

I really do n't know what to say. It's not like you were n't good before, but your act is so much more sophisticated, but just as funny. I've never seen you speak so honestly on stage before. You used to say these goofy jokes. It was really something, you know, and you should be really proud of yourself.

My husband is actually in China for another week, or so. He spends a lot of time there helping American businesses break into that market. So you wo n't meet him this time, but it would be great if you came by. That would be fun. I'll give you the tour.

Thanks. We've been here for five years. I think I just finished decorating it.

Yes. Clarke, my husband, was a real city boy. But for some reason he loves horses. Of course I'm lef t to take care of them. But yes, we have three horses.

Okay. Now it's time to see what the judges say. I thought you had a lot of energy, you're clearly gon na make it to the final four, and I love your outfit. What do you think, Randy?

Mable, stop it. Stop being mean to your sister. Say something nice.

Me and George are gon na go to the supermarket and buy some food so I can cook dinner. You think you'll be okay watching the kids? It'll only take forty - five minutes.

Clarke's company is about forty - five minutes from here. This town seemed so perfect when we were looking for a house. There's no traffic, there's one coffee house, one bookstore, one market. No crime. But after you've lived her a few years you hunger for another coffee shop, a bigger bookstore, and a little crime. It gets so boring. And it's such a small town, God forbid you miss one of you kid's soccer games, they put the scarlet letter on you.

We used to have so much fun. I do n't think I have that much fun anymore. I do n't like who I'm turning into. Is the fun over? I have to get up every morning at six, drive my kids to school and then I have 6 hours before I have to pick them up. I have to yell at them to do their homework, be a taskmaster, then I make them dinner. It takes an hour to shower them and put them to bed. And then it's 8:30 and I pass out. And it's great, but tuck. And when both kids are done with high school I'll be 49 years old, and then I'll have probably 6 very healthy years, then I'll kind of slow down and then I'll be an old woman. And that was it. And it's great, but fuck.

Yes. Being a mom is very fulfilling, but there are other parts of me and every once in awhile I go a little crazy.

I just get bored and depressed. And you know how my PMS is kind of out of control. This little boy hit Ingrid in school, and his mom acted like she did n't care at all, so I told her to fuck off.

Always. That woman hates me. And I hate her. And now our kids really like each other, so it's really fucked up.

And my husband cheated on me, said he did it once but I know because I learned from you, they do it once, they do it all the time. You either cheat or you do n't.

Well it'll be weird because we're about to do something we should n't do.

I really never thought I was going to see you again. I grieved for you like you were dead.

Food's here! All right, everybody. Let's sit down at the kitchen table.

Oh, Clarke. George had a performance last night in town, which I went to, and him and his opening act, Ira, came by to say hello on their way out of town.

He's been fighting the good fight. His doctors are taking very good care of him.

Well, I also ran a theatre company. And it was down to me and Cameron Diaz for ` The Mask.' I sacrificed a lot for our family.

There's no pollution here like in LA so you can actually see the stars.

I never said that he was still sick. He just took some medicine and it's looking better. You ca n't detect it in his blood, but it could come back.

I've been going through all the bank statements, trying to figure out which are in his name and which are in mine. Almost all the accounts are in his name. I wonder if he did that on purpose.

Yeah. My best friend Nancy grows this stuff on a hill by her house. You want some?

Not me. It makes me feel sharper, Some people get tired, I get more energy, more clear.

What's happening? Whatever we want to happen is gon na happen now. I'm free. I'm fucking free.

A tank could roll through this place, it would n't wake them up.

I have to talk to them for a minute. Mable, go wipe your sister's butt.

I spoke to Clarke. He's going to fly back to China tonight. I was thinking about driving to the airport and meeting him there and telling him that when he comes back, he should find another place to live.

Yes. It's what I want. I just need to figure out when we would move down to LA.. It might be better to let the kids finish out the school year because I have to apply to the private schools in LA, and I do n't know if I missed the deadline. Then I'd have to look into the charter schools. Sometimes these private schools, if you give them a donation, they let your kids in. Maybe you can stay up here for part of the year if I ca n't make it happen.

I'll be back in an hour and a half, tops. And then it all begins.

I'm sorry too. I love you so much. It was just a flirtation. It never went anywhere. It's just after you cheated on me, I felt so alone. And you were gone so often that I felt like our life does n't work.

I came here to tell you that I wanted you to move out when you came home. But I realized this was a mistake, so I did n't say it. Please do n't hold that against me. We've worked everything out. Everything is fine.

Who the fuck are you? Get the fuck out of my life! You and George have to get the fuck out of my life. You are ruining everything!

Why did you have to come here and confuse me? Everything was fine before you came here. Now everything is all screwed up.

You fucked up my life. And now I fucked up yours. But just a little. Probably just for a day.

Ira comes home , deep in the evening . He 's eating some food . Daisy walks out of Mark 's bedroom , dressed in Mark 's long - sleeve t - shirt . She 's clearly just had sex .Mark walks out in a bathrobe .Leo walks in the front door .Leo realizes he 's walked into the middle of an awkward moment .Ira walks away .

George and Ira are skiing . There is no music , no noise . It is very peaceful . George stops in a spot where he is surrounded in all directions by gorgeous , majestic mountains . He looks around , taking it all in .

George and Ira are watching videotapes of George doing stand - up when he was much younger . He 's really , really funny . And very skinny , with a much more pronounced New York accent .They watch some more and we see a really happy , young George getting big laughs with something really silly .George and Ira start watching the act and laughing along , like any audience member .

George is singing a happy song with a bunch of musician friends , like a Lou Reed/Velvet Underground -LRB- or Ramones/New York Dolls/Clash/Warren Zevon/Paul McCartney -RRB- song . This music plays over the following montage . MONTAGE

George walks around his grounds , slowly . And one gets the sense he 's never looked around and seen where he lives before . He likes it .

George performs at the Improv . We see him gesture to a woman that she can come up on stage and she hugs him . The crowd erupts . She runs back to her seat . George continues with his act .

George and Ira have an uncomfortable dinner with George 's angry sister , Lisa .

George is in bed , sleeping . Ira starts sneaking out . George wakes up , calls Ira back to keep talking to him .

George is walking around his yard at night . He 's clearly never walked the grounds at night . He seems at peace .

Lisa and her husband are now over , and George is talking to them and playing with her two - year - old boy .

George is sitting with his parents . It is clear he recently told them about his situation , and although there is sadness in the air , they look happy to be close for the first time in a long time . George says something that makes his DAD laugh .

Ira is asleep on the couch . George walks over with a bowl of ice cream . He whacks Ira a few times trying to wake him up , but Ira keeps snoring . George sits down next to the sleeping Ira and watches TV while eating his ice cream .

Ira 's eyes are wide with shock .Ira goes to hug George , but it 's a very awkward moment . Ira really wants a happy hug , but George is instantly uncomfortable .

Ira is eating with his fairly young MOM and his step - father BOB .

He's going to pay you two hundred thousand dollars to write a movie script?

One or two hundred thousand? That's pretty vague. That's a wide range. I'd push him toward two hundred thousand if I were you.

This is good because now you can help with your sister's college tuition.

Your younger sister got accepted to Boston University but, as you know, your father and I are n't in the position to pay for it.

Oh, so after all we've done for you, we ca n't have any fun? We should never take a vacation?

I did n't realize I raised such a selfish boy. When I was young I would have done anything for my family.

Do n't get so high up on your horse with all your Hollywood friends. I do n't like what you're turning into.

Do n't bother showing up for Thanksgiving. Thanksgiving is just for families.

Ira is on his computer . Leo and Mark are watching .The computer BINGS . The guys scream in delight .The computer bings .They all start laughing . The computer BINGS again .They all start high - fiving .

Mark and Leo are doing the cooking . There a few other comedians -LRB- male and female -RRB- floating around the apartment . Ira watches the parade on TV . Daisy walks up , site down next to Ira .Ira gets up , walks out of the room .

George walks up , rings the bell . Inside the apartment he hears a bit of a scuffle , as if the friends are fighting over who can open the door . Leo opens the door , sweaty , with a welt on his face .Then Mark appears from the side , also sweaty , with a welt on his neck .

Everyone is seated around the table . It 's very awkward due to George 's presence . It seems to suck the air out of the room .Their weird friend , FUTORAN , pipes up .Daisy pops her head into the room .Everyone nods yes .

I heard you were sick and now you're better. Is that like, really. what's that like?

Everyone 's sitting down watching the football game . George motions to Ira , and then looks at Daisy as if to say , `` Is that the girl you used to like ? ''Leo 's eyes widen with anger .Leo jumps up suddenly and walks out of the room without saying anything . Ira watches him go , concerned .George points at Mark .George stands .George walks out of the room .Daisy smiles at Ira , just as Leo stomps back into the room . He charges right up to Ira , pissed off .The moment is ruined . Ira does n't know what to say .

Ira is unpacking a dufflebag of clothes he grabbed from his apartment when he was kicked out . George pops his head in .

George is under the covers . He turns on the TV and he changes channels until he finds `` Charlie Rose . '' They 're interviewing a reporter from the New York Times about America 's policy towards Pakistan .George closes his eyes .

Do you really think people want to see you make a movie about a guy who goes to AA but is n't really an alcoholic? He just needs the companionship? That's a pretty big left turn.

You know, I read it four years ago. I need to read it again. I do n't remember not liking it. I just ca n't tell you the studio will make it. Your last few movies did n't do so well.

I do n't know if that's going to cut it either. The head of the studio does a lot of drinking, I do n't think he finds that whole area funny. Maybe if you commit to do another one of the Davey movies, I could tie it to that, so they have to do both.

Wellthere's this great script goingaround town, Happy Holidays. Whichis about an immature 40 year old man who acts like a kid. In it he comes home for the holiday season for the first time in ten years. And havoc ensues. You get to make fun of Thanksgiving, and Hanukkah and Christmas and New Years. They say they can turn it into a Davey movie.

I wish you would. You've never been able to do it in the past. You always talk a big game about writing your own shit. But I've yet to see a script land on my desk.

George and Ira are sitting at a large kitchen table . There is a computer on the table and index cards . On the floor is a corkboard .

George is talking with RACHEL WARWICK .She looks at him , does n't get the joke .She just stares at him .`` 79

Oh I go out on them all the time. I've been on a bunch of J Dates.

It is, because, fixing the environment is really about having enough of a war chest to sue local government and corporations so they're forced to observe the environmental statutes that are already on the books. We also try to put pressure on the government to put pressure on other countries to clean up their environmental act. You know, one dilapidated factory in China can produce more pollution than every car in America puts out in one year.

I know you're joking, but it's a very serious situation. People like you do a lot of damage to the environment. Whether it's taking a private jet by yourself, or getting driven around town limos around town or living in your gas - guzzling houses. Your carbon footprint is huge.

Ira is driving George 's Mercedes . George sits in the backseat watching `` Cloverfield '' on a built - in DVD player . We see images of different parts of California .We hear an EXPLOSION from the movie .

One of the MANAGERS walks George and Ira through the back of the theater toward the dressing room . They walk across the stage and we see the empty 2,000 seat theater . Ira is freaked out .

George and Ira are sitting in the dressing room , nibbling from the fruit tray . There 's a knock at the door . A Security Person escorts Laura into the dressing room . Ira is thrown .She laughs .She exits .

Ira is performing on stage , doing his set . He 's doing really well . This theater crowd is very enthusiastic about being there and gives him the benefit of the doubt on most of his jokes . As he continues his set , he gets more confident and , for the first time in the film , we think he has the potential to be a strong comic .

Laura is sitting in her seat by herself . Ira makes his way across the aisle and sits down next to her .Reveal George in the wings trying to get a look at them from a distance .A moment as Laura takes this in .The lights go down .The place EXPLODES .George begins his act . He could not kill harder . Or look more healthy and charismatic . We can tell it is all a show for Laura . Laura is completely thrown by this turn of events . The content of George 's act is meant to portray him in a more positive , sympathetic light to Laura . He talks about being sick and the lessons he learned in a very dark , hilarious , and also uplifting way . All of it is intended to make him look like he has grown up and become wiser , and someone you could trust and spend your life with .

Ladies and Gentlemen. Here's the man you came to see. George Simmons.

Laura is talking to George and Ira .An awkward beat . Laura gives Ira a hug goodbye , then hugs George goodbye , trying to make it appear as if they have equal weight .She looks at Ira . As she exits -George opens up his wallet , gives Ira a thousand dollars .

Ira and George are in a room that has two queen - sized beds . They each lay on their bed in the dark .George says the Jewish grand prayer with a waspy accent .A beat . George starts clicking through Video On - Demand adult movies .Juno begins playing .

George and Ira drive up to the house . It 's a large one - story house that is part of a ranch with a lot of land and a horse stable . They walk to the front door , ring the doorbell . George seems ; a little nervous .Laura opens the door .

She leads them through the living room into a huge open kitchen . On the island , there is freshly squeezed lemonade , chips and dip . She has over - prepared for their arrival .Suddenly , Laura 's five - year - old daughter INGRID runs into the room and she 's pissed .Ira is shocked to see that Laura has a child . This complicates a situation he already thought was getting too complicated .George is clearly not that good with kids .MABLE , Laura 's ten - year - old daughter storms into the room .George smiles at Ira - Laura 's a little busted .George LAUGHS in a slightly flirty fashion with Laura . Ira is getting uncomfortable with the subtext .

Mom! You said you were coming back! We're playing American Idol, you're ruining the game!

It's my turn to sing and you're supposed to be the judge and you're not in there and I'm very angry!

Last week my mom straightened it and it almost went to the floor.

You guys left me all alone in the playroom! If you're gon na leave I'm just gon na go talk on the webcam with Caroline.

Oh, I know you. My mom watches your movies all the time. But most of them I'm not allowed to see.

I do n't know. I do n't really like the ones I'm allowed to see, but I think I would like the ones I'm not allowed to see. But she says I cant' see them till I'm sixteen.

You've got the best of both worlds. Rock it out take it slow. And then you rock out the show!

Do n't be sad. Ira told us that his medicine is working and he's not sick anymore.

That's you. That's George. That's Mommy. And Daddy. And me. And Mable. That's all of us.

I'm Simon, and I thought it was horrible. I do n't how you made it this far in the competition. I think Paula is drunk. You will never be American Idol.

I heard my mom talking to her friend about it on the phone and crying.

Daddy, you've been cursing a lot. You owe me a dollar for every curse. I think you owe me fifty dollars.

I think that was a secret. I do n't think you were supposed to say that.

I think my mom and dad are getting a divorce. I do n't want my parents to get divorced. All my friends' parents are divorced, and they're not happy.

I heard my mom talking to her friend. I listened through the wall. She was looking for a lawyer. He cheated on her. What does cheating mean? That he's going to marry someone else? Why do n't they just try harder?

George , Ira , Laura , and Mable are sitting on the floor . Ingrid stands on a make - shift stage singing a Miley Cyrus song while wearing a feather boa and sunglasses and a red wig .Everyone applauds for her .They all applaud . Ira notices Laura looking at George with admiring eyes that reek of more than friendship .Mable instantly starts gyrating in a manner that is not appropriate for a ten - year - old and singing the Fergie song `` London Bridge . ''George gets up on stage .

Laura sits on a ATV . George sits behind her . Ira is on another ATV with Ingrid sitting in front of him , as he steers . Mable rides a very small dirt bike .They start driving down a path that goes around the edge of the ranch . George has his hands around Laura 's waist as they drive . Ira looks over , concerned .

Laura points out a small pond and a fenced - in riding area . Laura slows down and allows Ira , Mable and Ingrid to get ahead and turn a corner . Then she stops the ATV and turns around and kisses George . George looks surprised , but happy . Laura just stares at him , trying to decide what she makes of him now . Then we hear O.S.Laura hits the gas and they continue the tour .

The kids are playing in the background as George , Laura and Ira talk .George stares at Ira for a beat , then -

Laura is driving through town . George sits in the passenger seat .They both laugh .She laughs .

Ira , Mable and Ingrid are making elaborate paper mache heads . As they do it , Ira is leading them in the type of song you would sing at camp .

Ira , Mable and Ingrid are outside at a table building houses out of Popsicle sticks .The kids buy it , and Ira seems relieved .Ira looks doubly disturbed . He quickly goes back to his popsicle sticks .

George and Laura park in the driveway , then sneak around to a back guest house .

George and Laura enter the guest house , which has been turned into her husband 's office/playroom/sports - viewing room . On the wall are six enormous flatscreen TVs . The room is also filled with sports memorabilia in Lucite cases and expensive looking sports photography .They start passionately making out , slamming into the flatscreens .They continue to kiss . Suddenly she stops .She stares at him , trying to figure out what he 's become - is he a good guy or a bad guy ?

Laura and George are walking into the house . They are not holding any bags . They walk into the living room where Ira is making a Spongebob SquarePants puzzle on the floor with Mable and Ingrid .

Everyone is sitting on the couch watching Ratatouille on the television . They see car lights in the driveway .Everyone gets up and heads toward the kitchen . Laura opens the front door , George is a few steps behind her . A handsome man of forty appears . This is not the pizza guy . It 's CLARKS , Laura 's husband .George appears behind Laura , not knowing what he 's getting himself into .There is an awkward moment , then Clarke smiles and gives George a compassionate look , the type of look you give a man you think is dying .Laura gives Clarke a hug and a peck . Then Ira walks over .Before anyone can say anything the PIZZA DELIVERY GUY appears in the doorway .

The man I was supposed to have a meeting with had a heart attack, if you can believe that. So I decided to try and sneak home for a few days before my next set of meetings.

It is really nice to meet you, George. Laura talks about you all the time, and we're obviously big fans of your movies.

People never thought China would do this much business with us, you know, but it did n't seem like a risky proposition for me. They've got a billion people, we make all kinds of cool shit in America, they start finding out about it on the internet and what - not. Sooner or later they're gon na find a way to get our shit.

You do n't think they want new mobile phones? A new X - box? I'm trying to get access into North Korea, no shit. That situation could chance overnight. That is a huge market waiting to be tapped. It's already starting in Cuba.

You're a tougher man than me. I do n't know how I could go about my day with that hanging over my head.

Do you know who might be able to help you? A Chinese doctor. Have you explored Eastern medicine at all?

Hey. I'm the last guy who would buy into that shit, but it works.

Our country's only two hundred years old. The Chinese have been around for thousand of years figuring this shit out. How I got into it, I had acid ref lux and nothing was working and then this guy at work turned me onto a Chinese doctor and he gave me some herbs that tasted like dogshit, but they worked.

You girls can go play in the other room. The Chinese have a completely different way of looking at health. They do n't think doctors should attack the diseases in the body, they're all about trying to support the body and make it stronger, so the body can fight off the disease. It works. I've seen it. I wish I could find a way to mass - market Chinese medicine in this country. Someone's gon na do it and make a fuck - load of money. Because these people get old, really old. You ca n't kill these people.

This guy's funny. You should be opening up for this guy. Hey, who wants a drink?

I'm going to retire in seven years. I'm done. I'm playing golf for the next fifty years. Work hard now, then get out. That's my plan. I'm putting in the time. Then I'm getting the fuck out. I do n't like working. I will do it. I like what it gets me. But I do n't like it.

That's what I hear. Ca n't say I watched that much ` Melrose Place' back in the day. She keeps telling me to watch the videos but, you know, I was never a big ` Party of Five' fan.

The Mask was a funny fucking movie. You know what other movie Cameron Diaz was great in? ` There's Something About Mary.'

You ca n't leave now, you wo n't get back until daylight. You should crash in the guest house. I'm sure it not as fancy pants as where you live, George, but it's better than driving all night or crashing at a hotel. And if you want to hang out tomorrow I just installed six flatscreens, we can watch all the football games we want. And dog - racing from Florida. There's a big game tomorrow. Ira, you must have played some ball in your day.

I wish I could say I was gon na see you again, but I ca n't say that.

You know what? I think I do need to do that. One thing I learned in China from some Buddhist friends of mine is it's important to have an open heart, to live in the moment, and to speak the truth to each other. So I'd like to say to you, George, that it was a great pleasure to meet someone who had such a big impact on my wife's life. I really like you. And wish we had more time to get to know each other. And I wish you a peaceful end to your journey. And another great journey on the other side of it.

is something going on here? Are you getting your revenge on me while I'm away? I came clean with you, you ca n't come clean with me.

Because if this is what you want, I'll leave right now. I'm not going to play these games. I'm happy to leave. I'm not gonnna have you put me on the cross because I made some mistakes. You guys enjoy each other. I could give a fuck. If you need me, I'll be at my apartment in China.

Then I have to make a change. I'll stop most of the traveling. There's nothing more important than you and the kids.

You're headed back to Los Angeles? Then why are you at the International terminal?

No one who's married is fucking happy. Leave us alone! You fucked up. You fucked it up with her a long time ago. Let it go or I will kill you. I will literally kill you till you're fucking dead. That disease did n't kill you. But I will kill you.

Do n't pretend you're fucking mad at each other, just to distract me so I wo n't beat your ass.

You're gon na come to my house? You're gon na come to my fucking house? You have to get your own life. Leave us the fuck alone.

Yeah, but we're married. We're going to work through this shit. You should have waited until you were married to cheat. It buys you another chance.

Too bad you had to ` Live and find out it was n't true. Leave my fucking family alone!

You know what sucks about this? I like your movies and now I ca n't watch them anymore.

I'm sorry. That was mean. Through ail of this, I want you to know something. I'm glad that you're not sick, and I understand. And I forgive you.

Everyone is seated for dinner , including the kids .A long pause .Ingrid yells at something in Chinese .Ira can believe this conversation is happening .

Everyone is taking a walk around the ranch . It is very pretty outside .Laura looks livid at her husband 's insensitivity and disrespect . They keep walking .

George sleeps on the bed . Ira sleeps on a couch across the room . The door slowly opens , Laura enters wearing a bathrobe . She walks to the bed and quietly slips under the covers , removing her bathrobe in the process . Without ever speaking , she pulls the covers over both of them and begins to make love to him . George is surprised but not completely shocked and goes along happily with it . ANGLE ON : Ira , he never wakes up .

His eyes start to mist up .Clarke hugs George .Ingrid walks over .Mable and Ingrid walk back to the house .Clarke leaves .

Laura is alone in her room , crying . -LRB- she might be on the phone , talking honestly with a friend . -RRB-

George walks into the room , discovers Laura on the computer , going through papers . She is smoking a joint .Laura gets up , kisses him .They start kissing again . She starts to moan loudly .They kiss some more . She moans louder .

Ira calls Daisy on the phone , in a panic about what is happening .Ira and Daisy begin to have a bonding conversation . MUSIC UP - MUSIC THAT MAKES IT FEEL LIKE A NEW DAY , THE BEGINNING OF A NEW ERA .

Laura , George , Ira , Mable and Ingrid are happily cooking and eating breakfast . They look like a happy , strange kid of family .

Numerous images of them horse - back riding . Ira looks terrified .

The kids are climbing a tree . Laura is spotting them . George pulls Ira aside .The kids are yelling and screaming and clearly have eight more hours in them .

George , Laura , Ira , and the kids are seated at a table . The kids are coloring with crayons .She shows them the picture , which is clearly not appropriate for the wall : a picture of herself choking and dying .Ingrid and Mable walk off together .Laura leans in and kisses George . George is not big on public displays of affection . He kisses back , but you can tell that he 's very uncomfortable . They hear the kids headed back to the table and quickly separate .George holds it up . It is a picture of several people .We see the picture , and it is everybody holding hands .

George and Ira are walking around a very small bookstore .Ira just stares at him , not sure what to do .

George kisses Laura , and then she gets in her car .The car drives off .

Ira is on the floor with the kids . He watches the headlights of Laura 's car disappear down the driveway . George walks back into the room .

Ira drives in a panic .Ira tries to figure out how to work the navigation system in a panic . He ca n't make it work .

George is watching the kids . He is not good with them , so it is very weird .George jumps up and runs to her . She is in the bathroom sitting on the toilet .

Ira is still messing with the navigation system . He finally gets frustrated and punches it . Ira yells to someone on the street .

George calls Ira , gets voice mail .He walks back to where the kids are . They are watching tv . All around the room are family pictures . He is beginning to feel bad about what is happening .

Laura gets to check - in , looks around . She does not see Clarke .

Laura walks into the airport lounge . She sees Clarke . She looks at him for a moment , then heads over to him with determination .

Ira parks in the no - standing zone . He gets out and starts walking into the airport . His phone rings , he answers . It 's George .

Laura is talking to Clarke , emotional . Clarke is crying .Ira stands there , staring at them .Ira starts to turn to sneak away . Clarke sees him .REVEAL that everyone else in the lounge is Chinese .Clarke runs off .Ira runs out of the lounge . Laura runs out also .

I'm so sorry. This only happened because of me. It's all my fault. I made you feel terrible. I made you feel unsafe in our relationship. I'm so sorry. Please forgive me.

Ira drives , in a panic , on his cell phone . The phone goes through to George 's voice mail .

Clarke arrives at the house . He sees George sitting with the kids .

George and Clarke walk outside . Clarke puts up his fists , ready to fight .Clarke punches George in the face then kicks him martial arts style .Clarke punches him several times , but they are more like martial arts hits .Ira arrives . George starts yelling at Ira .Clarke pushes George .Clarke punches George .Ira steps in . Clarke hits him hard , then kicks him .George runs at Clarke who cracks him in the head hard , sending him to the floor . Then Ira takes a run at him and Clarke kicks Ira in the face twice , with both feet . Laura runs into the middle of the scene .Laura does n't answer .Laura looks at Clarke .She walks back into the house .Clarke punches George . Ira is on the ground . He does n't get up .Clarke punches him . George gets a punch in but it does n't hurt Clarke . Clarke punches him again .Clarke hits George again . Ira leaps on Clarke and now all three are on the ground rolling around , arms flailing .Mable and Ingrid appear outside .The three look at the kids and instantly feel awful .They all start wrestling some more , but this time it is fake playful . They give each other noogies , and tickle each other so the kids wo n't be scared . A little blood runs off of George 's face .Mable and Ingrid run inside . Clarke turns to George .Clarke walks away , then walks back .Clarke goes inside .George punches Ira in the face . Ira fires back two punches at George 's face and he stumbles back .George pauses , then leaps onto Ira and they roll on the ground for a moment . Ira makes his - way free and gets up .

They drive in silence for a moment .This gets Ira very mad .George climbs in the back seat and tries to go to bed .

Music up : Ted Hawkins ' song `` Strange Conversation . '' Ira drives George home in the dark . Neither one speaks . We see images of different cities going by the window . Ira thinks about all he 's been through and the challenges ahead ,

George enters . There is an enormous pile of stuff to do on his dining room table . Several stacks of scripts . One pile has a big post - it note that says : `` READ THESE ! ''

George lies alone in bed , alone . Eyes wide open . It 's really bright in his room . George hits a button . The shades automatically close . The room goes dark . Now he 's in the dark with his eyes open . He turns on the TV to go to sleep . It 's the Today show . It 's really happy and morning - themed . The piece on the Today show is very suburban . `` How to Clean Up Clutter . ''

You know, when you've got a big family, and you've got a lot of clutter.

I fucking did n't cum on the couch. Just sleep on it for a month, and then we'll find some excuse to boot Jay out.

George reads one from a large pack of scripts . A few pages in , he clearly does n't like it . He puts it down , picks up another one . The large stack is clearly the ones he does n't like .

George walks out of a store . A beautiful woman tries to chat him up , but he lets her know he i.s `` busy and has to go . He walks off . She looks disappointed .

Daisy is performing on stage . She gets off and heads over to Ira .The MANAGER walks over .George walks over with a young comedian of about Ira 's age . This young man has clearly taken his place .

Ira is introduced . He walks onto the stage . We see George walk to the very back corner of the club and sit down at a table by himself . On stage Ira does his act . He is much more comfortable than we have ever seen him on stage before . He is no longer searching for his comic identity . He has found a way to be himself on stage , and tells jokes which are more personal than we have seen before . Not everything kills , but when something eats it he does not seem thrown . Sometimes he seems amused . ANGLE ON GEORGE He watches from the back of the room . At first he does not laugh , but then slowly starts laughing - but more at the things Ira does in between jokes . We can tell that he is proud of Ira and misses him .

Ira is back behind the counter , working at the Deli with Chuck and Gail . He does n't look too unhappy to be there .The woman moves to the other side of the counter . We reveal George standing there , holding his ticket .

There is a small seating area in the supermarket where people eat food at the deli counter . George and Ira sit across from each other .Ira laughs .Ira is surprised to hear him ask this , since he has never asked this before .As the camera pulls back , George continues to pitch Ira jokes for his act , the first selfless act we 've seen him commit in the entire film . As their friendship rekindles , we . THE END

This story takes place in its own universe . It has no connection to any of the DC films that have come before it . We see it as a classic Warner Bros. movie . Gritty , intimate and oddly funny , the characters live in the real world and the stakes are personal . Although it is never mentioned in the film , this story takes place in the past . Let 's call it 1981 . It 's a troubled time . The crime rate in Gotham is at record highs . A garbage strike has crippled the city for the past six weeks . And the divide between the `` haves '' and the `` have- nots '' is palpable . Dreams are beyond reach , slipping into delusions .OVER BLACK :HEAR LAUGHTER . The sound of a man totally cracking up .FADE IN :CLOSE ON JOKER ( 30 's ) , tears in his eyes from laughing so hard . He 's trying to get it under control . His greasy , black hair is matted down . He 's wearing an old , faded red hooded zip-up sweatshirt , a threadbare gray scarf , thin from years of use , hangs loosely around his neck . WE NOTICE TWO FADED OLD SCARS cut at the corners of his mouth . Almost forming a smile . He 's sitting across from an overworked SOCIAL WORKER ( 50 's ) , African American . Her office is cramped and run-down in a cramped and run-down building . Stacks of folders piled high in front of her . She just sits behind her desk , waiting for his laughing fit to end , she 's been through this before . Finally it subsides . Joker takes a deep breath , pauses to see if it 's over . Beat .Despite the laughter , there 's real pain in his eyes . Something broken in him . Looks like he has n't slept in days .She smiles . Writes something down . Looks at the clock , she 's running late for her next appointment .Beat .Beat .He reluctantly reaches into his bag . Pulls out a weathered notebook . Slides it across to her --She 's half-listening as she flips through his journal .She does n't respond , keeps flipping through his journal --ANGLE ON JOURNAL , pages and pages of notes , all in neat , angry-looking handwriting . Also , cut out photos from hardcore pornographic magazines and some crude handmade drawings . A flash of anger crosses Joker 's face . We see him picking at his right eyebrow , almost obsessively . Trying to stay calm . His eyebrow is actually half-gone . Something he does a lot .The social worker gives him a look , then reads something in the pages that gives her pause .She looks up at Joker . He just stares back . Lets it hang out there for a beat . Then he laughs a little , even though he does n't think it 's funny --He leans in .She slides his journal back to him . He holds it in his lap .She looks back up at the clock , she needs to get to her next appointment .He nods . But keeps sitting there for a moment . She stands up , trying to signal it 's time for him to leave --He just keeps sitting there .Shakes his head , no .She glances at his file again .He finally stands up . Zips up his faded red sweatshirt . Looks at her --CUT TO BLACK :TITLE : JOKER

It's certainly tense. People are upset, they're struggling. Looking for work. The garbage strike seems like it's been going on forever. These are tough times.

Yeah, I mean, it's different each day, so I really like that. I do n't think I could ever work in an office. Behind a desk.

Arthur, last time I asked you to bring your journal with you. For these appointments. Do you have it?

I've been using it as a journal, but also a joke diary. Funny thoughts or, or observations -- Did I tell you I'm pursuing a career in stand-up comedy?

Oh yeah. Because of what your mother said, -- about your purpose. `` To bring laughter and joy to the world,'' right?

I understand. I just want to make sure you're keeping up with it.

She has good days. But mostly bad. It's been a big help having me there. She really needs me.

Yeah, it's good I'm there. When I was in the hospital, after my last episode -- she was having trouble getting over there to visit.

Is there something else I can help you with, Arthur? My next appointment is waiting.

Yeah, I was wondering if you could ask the doctor to increase the dosage on my medications? Nothing seems to make a difference.

Arthur, you're on seven different medications. Surely they must be doing something.

It's day to day. I'm doing everything I can to get her back on her feet.

Yes I'm sure. And my head's right here. I'm gon na make you some dinner, okay?

Stop it. He's not even gon na run. Why would Thomas Wayne want to be mayor? He can do more good as a businessman.

Oh. Right -- well, my mom used to work for the Wayne family -- for 12 years. She was their housekeeper.

Mr. Wayne knows her. Can you maybe at least call back to him? Tell him that I'm here.

Not quite. Have n't even performed yet. Just been working my material. This business is all about fine- tuning.

Why are these letters so important to you, Ma? What do you think he's gon na do?

You worked for him over 30 years ago. What makes you think he would help you?

I do n't want you worrying about money. Everyone's been telling me they think my stand-up is ready for the big clubs. It's just a matter of time before I get a break.

Why did n't Randall tell me the gun was loaded? He's my friend. With my luck, I could have killed someone.

Yeah. You know, I'm always making funny observations. Always on the look out for my next bit -- so it makes sense.

-- if you're happy and you know it and you really want to show it, if you're happy and you know it clap your hands.

If you're happy and you know it and you really want to show it, if you're happy and you know it stomp your feet.

Remember the other day when I told you about my stand-up comedy. Well, I'm doing a set next Thursday and I'm inviting a bunch of my friends and I was wondering if maybe you wanted to come and check it out.

It's personal. It's my private thoughts. Plus it contains original comedy material that I do n't feel comfortable handing over to you.

`` You should enjoy it. One day you'll have to work for a living.''

Yeah, I decided not to invite them. As a performer sometimes you want to see how a `` real'' crowd reacts. People who do n't already love me, or, or have a notion of who I am, you know?

Not all of them are awful. Take someone like Thomas Wayne for example. He's a hero.

I do n't know. I read you can get it from a brain injury or, or a lesion in there. My mom said I was born this way. Born laughing.

Kind of. That actually started when I was a kid. The other kids made fun of me, called me Happy -- but not in a good way. I got so sick of it, one day when I was about ten, I, I, --

Apparently I'm Thomas Wayne's son! How could you keep that from me?

I'm not yelling! I'm just, excited. How can any of this be real!? How can Thomas Wayne be my father?

Randall, I did n't shoot anybody. That was n't me. And I do n't have time for this, I got somebody real important I got ta go see.

No, please. My mother's name is Penny Fleck. She used to work here, years ago. Can you tell Mr. Wayne that I need to see him?

You do n't need to cover for them. I'm sure Mrs. Wayne was very upset when she found out.

Now, if you do n't mind, I have to go back and look after my mother.

Excuse me, I was wondering how I could check my mother out of here?

She's not gon na wan na stay that long. She does n't like hospitals. Or doctors.

It's funny, when I was a little boy and told people I wanted to be a comedian, everyone laughed at me.

If I were you, I'd walk away from this table before I strangle all three of you with that fucking stethoscope hanging from your neck.

I know you did n't know about me, and I do n't want anything from you. Well... maybe a hug.

Yes. But they would n't let me in, would n't let me see you. So I came here. I have so many questions.

Can I ask you a question? How does someone wind up in here? Have all these people committed crimes?

Yeah, I know how that is. Sometimes I do n't know what to do, y'know, I do n't think I can take any more of this.

Last time I ended up taking it out on some, -- people. Bad shit. I thought it would bother me but, it really has n't.

It's just so hard to try and be happy all the time, y'know, when everything's going to shit all around you.

No, wait, -- Sophie, we can get through this, that's why I'm here.

I do n't know. I mean I've never been with a woman `` like that,'' but, this feels like a beginning to me.

You what? What? What kind of woman are you? Who does that? Some of the other mothers turn toward them --

No. Do n't listen to her GiGi, you need to hear this. Your mother's a bad person. She's a whore, she's seeing two men at once. You ca n't trust her, -- She'll break your fucking heart.

Ma, remember how you used to tell me that God gave me this laugh for a reason. That I had a purpose. To bring laughter and joy into this fucked up world, --

HA! It was n't God, it was you or, or one of your boyfriends, -- how could you let that happen? What kind of woman are you? What kind of mother are you?

C'mon, Ma, I know I was adopted. What's my name? Who am I really?

Happy?! I'm not happy. I have n't been happy for one minute of my entire fucking life.

I used to think my life was nothing but a tragedy, but now, now I realize it's all just a fucking comedy.

Yeah, I do n't know if I should cross or uncross'em. Both feel completely unnatural.

Thanks for having me on, Murray. I ca n't tell you how much this means to me, it's been a life long dream. I have a joke for you --

Are you kidding? Thank you for the opportunity. I've been watching you forever. My mother never missed a show.

No, I do n't believe in any of that. I do n't believe in anything. I just thought it would be good for my act.

Hey Murray, -- one small thing? When you bring me out, can you introduce me as `` The Joker''?

Besides, that's what you called me on the show, Murray. A joker. Remember?

That's right. I'm not political, Murray. I'm, I'm, I'm just trying to make people laugh.

It's the police, ma'am. Your son has been hit by a drunk driver. He's dead.

I do n't know who my father is, Murray. Turns out I was adopted and sexually assaulted by my mother's boyfriend.

Sorry. It's been a rough few months, Murray. I mean, after my mother died, the police came to question me at her funeral. Who does that?

Very funny, Murray. No, they came because I killed those three Wall Street guys.

I got nothing left to lose, Murray. Nothing can hurt me anymore. This is my fate, it was always my fate. My life is nothing but a comedy.

Yeah. But comedy is subjective, is n't that what they say? Besides, the way I see it, what happened was a good thing. All of you, Gotham, the system that knows so much, you decide, you decide what's right and wrong. What's real or what's made up. The same way you decide what's funny or not.

C'mon, Murray, do I look like the kind of clown who could start a movement? I killed those guys because they were awful. Everybody's awful these days. It's enough to make anyone crazy.

Why is everyone so upset about these guys? Because Thomas Wayne went and cried about them on TV?

Have you seen what it's like out there, Murray? Do you ever actually leave the studio? Everybody just yells and screams at each other. Nobody's civil anymore. Nobody thinks what it's like to be the other guy. You think men like Thomas Wayne, men at ease, ever think what it's like to be a guy like me? To be anybody but themselves.

They do n't. They think we'll all just sit there and take it like good little boys. That we wo n't werewolf and go wild. Well, this is for all of you out there.

Playing my video, inviting me on the show, -- You just wanted to make fun of me. Well it's easy to laugh at Frankenstein on a crowded beach, is n't it? You're just like the rest of them, Murray. Everything comes too easy for you.

How about another joke, Murray? What do you get when you cross a mentally-ill loner with a system that abandons him and treats him like trash?

I'll tell you what you get. You get what you fucking deserve, --

We spoke about this last time, Arthur. You're supposed to bring your journal with you.

They've cut our funding. We're closing down our offices next week.

We wo n't be. The city's cut funding across the board. Social services is part of that.

They do n't give a shit about people like you, Arthur. You do n't have a voice and they do n't really care what happens to you or to us for that matter.

GOTHAM SQUARE IS CLOGGED WITH TRAFFIC . Non-stop honking horns , pedestrians crowding the sidewalk . Huge billboards , giant movie marquees , garbage bags piled high everywhere . Underneath it all we hear a TINKLING PIANO playing something bouncy and fast-paced . FROM ACROSS THE BUSY CITY STREET , we see Joker . He 's dressed as a sad-faced HOBO CLOWN . This is his job . Dressed in tattered clothes , dark five o'clock shadow painted on his face , big bulbous red nose , his mouth 's outlined in white , turned down at the corners . He 's holding up a sign in front of Kenny 's Music Shop that reads , `` EVERYTHING MUST GO ! '' A banner above the store reads , `` GOING OUT OF BUSINESS ! '' Behind him , an OLD MAN plays a piano on the street . Both of them there to draw attention to the big sale going on in the store . Joker 's doing a little Charlie Chaplin like waddle to the music . Most people walk right past , ignoring him . A few bump into him by mistake . JOKER SEES A GROUP OF FIVE BOYS , no more than 15-years-old , walking toward him . He moves out of their way . They crack up laughing when they see him . Start making fun of him . Joker ignores them , tries to do his job the best he can while maintaining some dignity . Keeps dancing and holding up the sign . One of the kids knocks the sign out of Joker 's hands --The kids laugh . Joker does n't say anything . Just bends over to pick up the sign -- Another kid kicks him in the ass --Joker falls face first onto the sidewalk . Oddly , the old man playing the piano picks up the pace of the music -- The kids crack up . One of the boys grabs Joker 's sign and takes off running across the street -- The other kids follow , weaving through traffic -- Joker gets up and gives chase . He needs his sign back . He almost gets hit by a taxi , spinning out of the way just in time -- Spinning right into another taxi that stops just short of hitting him . Joker keeps running through traffic . People stare . A clown barreling down the street has got to be a joke --

The five boys are booking it down the crowded street laughing and whooping it up . At the last second they take a sharp right turn down a cross street -- Joker almost overshoots the corner , slip-sliding in his big red shoes -- He rights himself and heads down after them -- Sees them running up ahead -- WHAP ! Out of nowhere Joker gets hit in the face ! He falls to the ground . One of the kids was hiding between parked cars and hit Joker with the `` EVERYTHING MUST GO ! '' sign , splintering it in two -- The other kids turn back and walk up to Joker down on the ground . Joker reaches out , still trying to save the sign -- THE KIDS START KICKING AND BEATING THE SHIT out of Joker . It 's brutal and vicious . Nobody on the street stops to help . CLOSE ON JOKER 'S HOBO CLOWN FACE , down on the ground . Sweat running down his face , smearing his make-up . He does n't even look like he 's in pain . He just takes the beating . That stupid frown painted on his face .

Joker , makes his way toward the back of the crowded bus , now walking with a slight limp , but keeping his head held high . His make-up 's washed off , costume and props all shoved into a big shopping bag slung over his shoulder . Some white grease- paint still smudged on the sides of his face . He finds an empty seat in the back of the bus . Sees a sad- eyed FOUR-YEAR-OLD GIRL , face puffy from crying , sitting on her knees looking back at him . Her mother 's facing forward , but even from behind you can tell she 's angry . Joker sees the sad-eyed girl staring straight back at him . He does n't know where to look , feeling self-conscious and small . He gets back into `` character '' smiling like a clown and covers his face with his hands -- Starts playing the peek-a-boo game with her . The girl stares back at him for a moment then giggles --AND SUDDENLY JOKER STARTS TO LAUGH . LOUD . He covers his mouth trying to hide it -- Shakes his head , laughter pausing for a moment , but then it comes on stronger . His eyes are sad . It actually looks like the laughter causes him pain . People on the bus are staring . The girl looks like she 's going to cry again .Joker shakes his head no , but he ca n't stop laughing . He reaches in his pocket and pulls out a small card . Hands it to the woman . CLOSE ON THE CARD , it reads : `` Forgive my laughter . I have a condition ( more on back ) '' She turns the card over and there is a bunch of information in small writing -- `` It 's a medical condition causing sudden , frequent , uncontrollable laughter that does n't match how you feel . It can happen in people with a brain injury or certain neurological conditions . '' She does n't read it ( but if you freeze frame the movie you could ) . She just shakes her head annoyed and throws the card on the ground . Joker laughs harder . Tears running down his face . Not wanting to attract any more attention to himself , he pulls up his red hood , and uses his threadbare scarf to cover his mouth , trying to muffle the laughter . He looks out at the city passing him by .

The bus pulls away , sun almost gone . Joker heads slowly down the litter-covered streets . Garbage is piled along the sidewalks , the air thick with smog creates a haze over everything . The streets are crowded with the poor , the elderly and disenfranchised . Women with children in busted strollers . Homeless people sleeping on subway grates . Stray dogs . His is one of the few white faces . Joker makes his way into a run-down drug store , behind him two drunks fight on the corner , beating the shit out of each other . Joker , and nobody else for that matter , pays them any attention . No one here gives a shit .

A shabby lobby in a building that was once probably pretty nice , but now it 's a dump . Joker checks his mailbox . He 's holding a small white ( prescription ) bag in his hand . The mailbox is empty .

Joker steps onto the wheezing elevator , harsh fluorescent lights , graffiti on the walls . As the door closes , he hears --He puts his foot out with some panache to stop the closing door -- He 's a romantic at heart . Ding . And SOPHIE DUMOND ( late 20 's ) , tired eyes , hands filled with grocery bags , steps onto the elevator with GIGI , her 5-year- old daughter .Joker nods `` thanks . '' Holds his breath , hoping he does n't start to laugh . Floors dinging as the elevator rises . Joker sees GiGi licking the dirty smudged elevator handrail behind her mom .He takes a deep breath , he 's uncomfortable talking to her , holds up the white prescription bag .Joker smiles thanks , ca n't help but glance at GiGi licking the rail . Sophie finally notices . She wants to grab her but ca n't with her hands full . Tries to kick her away --Joker just nods ... he does n't know what to say , but clearly wants to continue this conversation with Sophie . The doors open . They all step off .And Sophie and GiGi walk down the hall -- the opposite way of Joker . He just stands there for a beat . Heart beating fast .She turns around .She smiles as in `` yeah , that 's what I said . ''

Of course it's you, -- everyone else in this building is just so fucking rude.

Jesus. Do n't do that, GiGi! How many times have I told you that?

Because, -- I do n't know. It does n't fucking matter. I do n't know what I'm gon na do.

It was good. I really needed to get out of my apartment so, thanks.

Please. I'll bet you five bucks those rich assholes deserved it.

Look at their faces. Those smug smiles. I've seen that look. Fuck them.

The guy who did it is a hero. Three less pricks in Gotham City. Woo- hoo! Only a million more to go.

-- I'm telling you, it's across the board. Wall Street, the banks, politicians. They've been making a killing for years. Fuck them.

You ca n't be serious!? He's a complete narcissist. Brags about his money. Meanwhile, the rest of us can barely make rent. Or feed our kids.

Right. And this was like the first good job I had in like, years. Not waitressing or anything like that. It was 9-5. I had benefits. You know what that means when you have a kid?

But from the very first day, the manager guy starts smiling at me, whispering in my ear, touching me, trying to get me to sleep with him --

Fuck no. The guy's a fucking pig. So finally I complained to his boss, and they fired me... And now, now I do n't know what to do with myself.

I finally felt good. Like I had a future. A purpose. And now I do n't even know how I'm gon na pay my rent.

What the hell was that? You ca n't just walk into my apartment like that.

Arthur, I was just being nice to you. I felt sorry for you. I have a boyfriend.

Go back with your friends, honey. Mommy's having a grown up talk.

Old apartment , worn carpet . Nothing 's new inside but it 's fairly neat and well-kept . Joker closes the door behind him , leans his back against it and swoons . Hears a deep purring sound . He looks down and sees an OLD ORANGE CAT , rubbing up against his leg . Then --Joker glances back down and sees the cat is gone .QUICK CUTS :JOKER TEARS OPEN THE PRESCRIPTION BAG ... A FLURRY OF PILL BOTTLES TUMBLE OUT ONTO THE COUNTER . SEE HIS NAME , `` ARTHUR FLECK '' ON THE ORANGE PILL BOTTLES , AND GLIMPSE THE GENERIC DRUG NAMES , TEMAZEPAM ... PERPHENAZINE ... AHENELZINE ... AMITRIPTYLINE ... BENZEDRINE ... DIAZEPAM ... MEPROBAMATE ... TAKES OUT ONE PILL FROM EACH THE TEMAZEPAM AND MEPROBAMATE BOTTLES . TWO PILLS BEING CRUSHED UP TO POWDER . SPRINKLES THE POWDER ON TOP OF A TV DINNER . SWALLOWS A HANDFUL OF PILLS FROM THE OTHER BOTTLES . LOOKS DOWN AND SMILES AT THE ORANGE CAT LOOKING UP AT HIM FROM THE COUNTER .

You sure you looked? Sometimes I do n't know where your head is.

Too busy for me? I worked for that family for 12 years. He always had a smile for me. Least he could do is write back.

He's the only hope for Gotham. He'll make a great mayor. Everybody says so.

Because he cares about this city. And everyone in it -- that's why I ca n't believe he has n't written me back.

I do n't know. It always hits me worse at night, you notice that?

Anyway, I wrote a new letter today. A better one. I want you to hand deliver it to him.

Cause maybe the mailman is throwing them away. We should have tipped him at Christmas time.

It's good they promised. He only works with the best. We should hear something soon.

Get us out of here, take me away from this place and these -- these awful people.

Because Thomas Wayne is a good man. If he knew how I was living, if he saw this place, it would make him sick. I ca n't explain it to you any better than that.

They're interviewing him about those horrible murders on the subway last week.

You told me you dropped it off. You have no right opening my mail. Who do you think you are?

Stop yelling at me, you're gon na kill me, give me a heart attack!

He is an extraordinary man, Arthur. We had a connection. I was so beautiful then. We were in love.

His wife could see it. She was jealous from the moment I started working there. She fired me before I even knew I was pregnant with you.

And, I never told him or anybody because, well, you can imagine what people would say about Thomas and me, and, and what they would say about you.

That I was a whore, and Thomas Wayne was a fornicator, and that you're a little, unwanted bastard.

He's not adopted -- he's Thomas Wayne's son. I work for him, I told you, I clean his house. He's always smiling at me.

He did n't do anything to me. Or to my boy. Can I go now, I do n't like hospitals.

I never heard him crying. Not once. He's always been such a happy little boy.

That's not true. My apartment was n't filthy. I keep a clean house.

Joker brings the food to his mother , PENNY ( 70 's ) , lying in her bed . The TV is on , playing the local news . Joker sets the food down in front of his mother . He covers the pain from his beating the best he can -- His mother does n't seem to notice anyway .Joker sits down on a chair next to the bed .Before Joker can say anything , his mother points to the news on the TV --He feeds her a bite of the food .He shakes his head .HE HOWLS SOFTLY like a wolf . She laughs .Joker watches her as he cuts up some more of her food .Joker sighs , resigned .Joker gets into bed with her . CLOSE ON TELEVISION , intro to `` LIVE WITH MURRAY FRANKLIN ! `` , and we HEAR THE ANNOUNCER over clips of comedy bits , stars and Murray Franklin himself --Joker and his mom watch from bed , this is a ritual of theirs .

It's Live with Murray Franklin! Tonight Murray welcomes, Sandra Winger, comedian Skip Byron and the piano stylings of Yeldon & Chantel! As always, Don Ellis and his Jazz Orchestra. And now, without any further ado -- Murray Franklin!

Late night . Joker 's mom is dead asleep . Joker is alone in the living room , which doubles as his bedroom . He ca n't ever sleep . He opens his worn notebook . Flips to a page titled `` Jokes '' and starts writing -- CLOSE ON WORDS , as he slowly writes : `` The worst part about having a mental illness is ... '' ANGLE ON JOKER , pausing , thinking it over for a moment . Then he laughs to himself when he comes up with something . CLOSE ON WORDS , coming faster now , `` ... that people still expect you to behave as if you do n't . ''CUT TO :

Joker 's looking up at the intimidating steel and glass tower , he looks so small , holding his mom 's letter in his hand . Bustle of professionals coming in and out of the company 's corporate headquarters , Joker looks out of place . He heads inside through the giant glass doors .

Joker steps off an elevator and walks up to the white marble reception desk as if he belongs there --Joker goes to enter --He laughs along with her , even though she 's not laughing .A couple other business people are now waiting behind Joker , there for meetings .Joker is getting frustrated .Now Joker sees a GROUP OF MEN walking behind the glass that separates the reception area from the back offices . Amongst the group , he catches a glimpse of THOMAS WAYNE ( 60 's ) , deep tan , hair dyed so black it 's almost blue .He starts banging on the glass ... but the group keeps moving . Not noticing him .Joker keeps banging on the glass .

That's great. But you can leave it with me or you can leave with the letter. Those are your options. Now please step aside.

The glass doors swing open and Joker is forcibly thrown onto the street . TWO LARGE SECURITY GUARDS stand over him . He is still holding the letter . He makes as if he 's going to leave peacefully , then at the last minute , TAKES ANOTHER RUN AT THE DOOR -- The two guards stiff arm him .CUT TO :

The cramped locker room of a small talent booking agency . This is where Joker works . They `` rent out '' talent for parties and events . Clowns , magicians , male strippers . Joker takes off his shirt , grimaces in pain as he moves . His body 's bruised from the beating he took chasing after his sign .He turns . RANDALL ( mid 50 's ) , a big bear of a know-it-all , standing there . He 's a party clown as well . He 's half-dressed in his clown suit .Randall opens his locker --Randall comes over , hands Joker a brown paper bag -- Joker looks inside . It 's a GUN , a .38 snub-nose revolver . Joker looks up at him , confused --As Joker stares at it --That lands with Joker , he smiles to himself .Joker nods . Puts the brown paper bag in his locker . Slowly starts to get dressed -- his eyes darting toward the bag as he does . Another clown , GARY ( 30 's ) , a dwarf , pops his head into the locker room .

Take it. I got a few. You got ta protect yourself out there, buddy. Too many wackos.

It's a.38 snub-nose. Gets the job done if you ever need to use it. Usually pulling it out is enough.

I think all his stupid laughing musta scrambled his brain or something.

You do n't get it, do you, buddy, that shit that went down on the subway, that's no joke. They got clown sketches on the front of every fucking paper. It's just a matter of time before the cops come around.

Art, you know you're my boy. I'm not gon na say shit. I just hope you got rid of that gun. That ca n't come back on me, okay?

They're selling masks of your clown face, -- based off the description I guess. It's like a thing now.

There's a lot of people in this city who are happy you did what you did. If you did it.

You must be goin' down to that rally at City Hall. Right? I hear it's gon na be nuts.

Yeah we heard. That's why we're here. Figured you might wan na go out, get a drink or something?

Listen, the cops have been poking around the shop, they're talking to all the clowns about those subway murders and --

That's because the suspect was a regular-sized person. If it was a fucking midget you'd be in jail right now.

Anyway, Hoyt said they were looking for me, and, and I just wan na see what you said. You know, make sure our stories line up, bein' that you're my boy and --

We do n't wan na bother you. Randall just thought we should come and pay our respects.

Joker still half-dressed , walks into the cramped office . His boss , HOYT VAUGHN ( 60 's ) sits behind a metal desk . The office is a complete mess , newspapers and files litter the desk . A giant ashtray filled with cigarette butts . A calendar of booking hangs on the wall . A scribbled , jumbled mess .Now Hoyt looks up . Takes a drag from his cigarette .Joker goes to sit down --Joker stops in his tracks .Unsure how to respond , Joker just nods .Joker takes a deep breath , maybe picks at his eyebrow .BANG ! Out of nowhere , Joker slams his head into the wall . Head-butting it hard .BANG ! BANG ! He does it two more times . Breaking the plaster on the wall --And Joker just stares at Hoyt , some blood forming on his forehead --CUT TO :

Look, I like you, Arthur. A lot of the guys here, they think you're a freak. But I like you. I do n't even know why I like you. I mean, you do n't say much.

It's probably that stupid laugh. It gets me every time. Kills me.

Kenny's Music. Sunday. The guy said you disappeared. Never even returned his sign.

For a sign? Bullshit. It makes no sense, just give him his sign back. He's going out of business for god's --

Oh, this'll be good. Please tell me why you brought a gun into a sick kid's ward?

Bullshit. Jingles would never carry a fucking gun. Besides, Randall told me you tried to buy a.38 off him last week.

He was with me when the call came in. You're a fuck up, Arthur. And a liar. You're fired.

WE 'RE AT THE FAR END OF AN ALLEY , about halfway down , catch a glimpse of Joker still half-dressed on the other side of a dumpster . From this vantage , all we can see is him furiously KICKING and STOMPING on something ... or somebody . We do n't hear anything . And we ca n't make out what it is that he 's so violently beating down . It could be a cat ... a cardboard box ... a homeless person ... We do n't know . Joker just continues unleashing his rage --

Joker at the end of his work day , sitting in his spot toward the back of the bus . Across the aisle from him , he 's innocently watching a young couple , playfully teasing each other .

Joker heading back home down the litter-covered streets like he does every night . Garbage still piled along the sidewalks , air still thick with smog . He 's carrying the paper bag that Randall gave him .

Joker is on the elevator , as the door closes , he sticks his foot out to stop it . The door limps back open . Ding . He looks to see if anybody , if Sophie , is coming . He waits . Hoping . The door starts to close on him again -- Right before it does , he stops it with his foot again . Ding .

JOKER 'S GIVING HIS MOM A BATH , being careful with her as he shampoos her hair .He fills an empty plastic container with some bath water .She tilts her head back and he rinses her hair with the water from the container ...She looks at him with conviction .Joker nods . Annoyed , but not worth the argument . He stands up to get her a towel .She steps into the towel . He 's helping dry her off .Beat .

Joker 's mom is out cold in her bedroom , a half-eaten plate of food is next to her on the bed .

Joker sits on the couch . The TV is on , but the sound is off . He holds the .38 SNUB-NOSE REVOLVER Randall gave him in his hand . He 's never held a gun before , looks uncomfortable with it , the weight of it in his hand ... He points it at the TV , hand trembling a bit ... Points it at the cat ... Points it at his head . Looks closely at the grip . The barrel . The cylinder . Now he casually pulls the trigger -- BLAMMMMMMM ! He jumps up off the couch . What the fuck ! ? He looks around in a panic . His hands shaking . He shot a hole in the wall .He quickly turns up the TV volume . REALLY LOUD . Shoves the still smoking gun under the couch cushions .He 's inspecting the hole in the wall . Shouts back over the TV noise --He heads for his mother 's bedroom .

Joker looks in on his mom in her dark bedroom , can make out the outline of her body sitting up .He walks over to her in the darkness . Kisses her on the forehead .

Joker is writing in his journal . He speaks softly to himself as he writes ...CLOSE ON THE LAST LINE , he crosses out `` could '' ... Writes ... `` should '' .CLOSE ON JOKER as he crosses out something again ...Beat .

HANDHELD POV , see the run-down building where Joker lives from across the street . REVEAL , Joker is watching his own building on the far side of a parked truck . Red hood pulled up , covering his head . He waits . Watches . Now we see Sophie exiting the building with her daughter GiGi . Sophie 's dressed more conservatively than when we previously met her . Joker starts following them .

Sophie drops GiGi off at school . Joker 's still watching . Following .

Sophie waits on the platform . Lights a cigarette . We see Joker , hidden behind a steel support beam -- watching her from a distance .

Joker stands at the window between two subway cars . Just watching Sophie as she reads a book in the next car . The train comes to a stop and she exits . Joker exits as well .

Nicer part of Gotham . Joker follows Sophie from a distance , watches as she walks into Gotham First National Bank . Sees her say hello to the guard . This is where she works . Joker just watches and waits .

A large , mid-level bank . Sophie is one of THREE BANK TELLERS working behind the plexiglass windows . Joker pulls the hood back off his head , takes a deep breath before he walks up to her window . She is looking down , counting her drawer . Takes another deep breath . Then --She looks up .Not getting the sarcasm , Joker nods . Looks around .She laughs . He stands there awkwardly for a moment looking around to see what she 's laughing about . Realizes she thought he was making a joke . Beat .Beat .They are interrupted by the BRANCH MANAGER ( 50 's ) , white , heavy-set , who has come up behind Sophie --He puts his heavy hand on Sophie 's shoulder . She practically shudders from his touch .Now he leans down and whispers something in her ear -- Joker just watches through the glass .As the manager talks , Sophie makes wide eyes at Joker , like `` I almost got in trouble . ''Joker walks back to the wall by the forms . He fumbles around for a minute , clearly not there to open an account . He begins filling out a form . Then --He walks out of the bank . Head in the clouds .

Great. You just need to fill out a form. They are back there -- against the wall.

Joker sitting in the middle of a dark , crowded comedy club . People on dates . Groups of friends . All here to watch the stand-up . He sits at a small table by himself , watching the act on stage . The comic on stage is killing it . The whole room is laughing and applauding . Everyone except Joker . He 's watching . Studying . Diligently jotting down notes in his notebook .

People are piling out of the club , onto the narrow street , jumble of lit-up signs , most glowing yellow or red . Joker walks out alone , carrying his notebook . He sees a FLYER taped to the entrance of the club . CLOSE ON THE FLYER , `` Open mic night . Thursdays . 10pm . '' He rips the flyer off the wall .

Joker is working on his `` Mr. Jingles '' clown look , using the small mirror in his locker . Behind him a couple of other clowns are eating their lunch at a small table , not paying Joker any attention . Joker pauses half-finished , and stares at himself for a beat . He starts to examine the two small scars on the corners of his mouth , we really notice how they form a smile . Joker hooks the corners of his mouth down with his index fingers , turning his smile into a frown -- He lets go and his smile returns . Does it again , up and down , up and down , his face a living comedy/tragedy mask . And then he pulls his fingers wider , stretching his smile into a grotesque parody , pulling his mouth so wide tears come to his eyes -- AND WE HEAR JOKER SINGING `` If You 're Happy and You Know It '' at his next gig .

Joker is performing for a ward full of sick children , wearing an oversized white lab coat over his `` Mr. Jingles '' clown costume . A few nurses and doctors watch as well . His white clown face , mouth outlined in black and filled in with red , his green wig frizzy and worn out . Joker plays a UKULELE along with the song .Joker and the kids stomp and sing along .As the song winds down , the KIDS and NURSES clap . Joker takes an exaggerated and ridiculous bow -- And as he does , his .38 SNUB-NOSE REVOLVER slips out of his pants and slides across the floor . Everyone stops . Looks at the gun on the floor .

Joker is on a payphone in the lobby of the hospital . He 's in his street clothes , wig in his hand , clown-face still painted on .Joker 's taken aback that Randall would do that to him .Joker picks at his eyebrow .Click . He hears Hoyt hang up . Beat .

JOKER SITS ON THE SUBWAY CONTEMPLATING WHAT JUST WENT DOWN , face still painted , his bag on the seat next to him , along with his wig . There 's only one other person on the subway car , a YOUNG WOMAN ( 30 's ) sitting at the far end -- reading a book . The train comes to a stop and THREE WALL STREET GUYS enter . They are being loud and obnoxious , clearly drunk . One of them is eating some french fries out of a greasy McDonald 's bag . He flops down on the bench across from the girl and checks her out . The other two guys start getting into it with each other --The train starts moving again ...He starts dancing a bit with himself , mimicking what he remembers . Wall Street # 2 takes a swig from the brown bag he is carrying .Joker is watching them closely , impressed by their confidence and easy-going camaraderie .But the third Wall Street guy is n't paying his friends any attention . He has his eyes set on the young woman sitting across from him , reading her book .He holds out his McDonald 's bag and shakes it to get her attention . The other two share a look . Joker watches from his seat .She looks up and shakes her head , polite smile .The other two guys crack up at this apparent blow-off . The third Wall Street guy shakes his head , embarrassed , and starts softly flinging fries at the young woman .She just buries her face deeper in her book --One of the french fries lands in her hair . She looks down toward Joker , looking to see if he 's going to do something or say something -- Joker just sits there nervous . Not sure what to do , or even if he wants to do anything at all . AND HE JUST BURSTS OUT LAUGHING . He covers his mouth with his hand as they continue to harass the woman . They all look over -- What the fuck is this clown laughing at ?With their attention diverted , the young woman rushes out through the door between subway cars , glancing back at Joker before she goes --Joker laughs even harder through his hand . The Wall Street guys turn to him sitting by himself at the end of the car -- Joker sees them staring . Looks down at the ground , hand still covering his mouth , face turning red . Subway swaying , lights flickering on and off . Beat . One of the guys heads down the car toward Joker , starts singing `` Send in the Clowns '' as he approaches --The others crack up and follow after him . The guy plops down next to Joker , puts his arm around his shoulder as he sings --Joker starts to get up -- The lead guy pulls him back down .As he finishes the song , Joker 's laughing fit is coming to an end . One of the other guys sits down on the other side of him . He 's now sandwiched in between them --Joker reaches into his bag to get one of his `` Forgive my laughter '' cards , the third guy sees him reaching and tries to grab the bag from him -- - Joker pulls on it --The guy rips the bag from his hand --Joker gets up from between them to go grab his bag back . The two guys are cracking up .Joker reaches out to grab the bag -- And the guy tosses it over his head to one of his friends . Keeping it away from Joker . Three guys in suits tossing a bag around , playing 'monkey in the middle ' with a clown . THE LIGHTS ON THE TRAIN SEEM TO GLOW BRIGHTER AND WE HEAR the drum roll opening to BOBBY SHORT singing `` Send in the Clowns '' Live at the Caf� Carlyle . Joker keeps trying to catch his bag until suddenly -- WHAP ! Out of nowhere one of the guys punches him hard in the face . Joker goes down as if in slow motion . Blood coming from his nose . He tries to get up , but his feet slip from under him and he falls back down --And the third Wall Street guy starts kicking him -- The others join in . Surrounding Joker on the ground , kicking him deliberately , sadistically , and the music swells -- BLAM ! SUDDENLY THE LIGHTS GO BACK DIM , and one of the guys stops kicking and falls back dead . Blood splattering on the subway wall behind him -- And we HEAR Bobby Short sing out , picking up from where the Wall Street Guy left off --BLAM ! BLAM ! Wall Street # 2 goes down -- Revealing Joker on the ground , opening his eyes to see what he did , smoking gun in his hand --The third guy takes off running for the doors that separate the cars . Joker starts after him , but then stops ... turns back to grab his bag and his wig , his hands shaking from the adrenaline . The train is coming to a stop .Joker picks up his bag between the two dead bodies , blood everywhere ... The subway doors wheeze open and Joker steps halfway off the train , waiting to see if the third Wall Street guy gets off in the car ahead of him . Joker sees him run off --

-- I'm telling you, she wanted my number. We should have just stayed.

Are you nuts? Did you see how close we were dancing!? She was in love, bro.

Is n't it rich? Are we a pair? Me here, at last on the ground You in mid-air Send in the clowns.

Is n't it bliss? Do n't you approve? One who keeps tearing around, One who ca n't move.

Just when I'd stopped opening doors Finally knowin' the one that I wanted was yours

Making my entrance again with my usual flair Sure of my lines No one is there

But where are the clowns? Quick, send in the clowns Do n't bother they're here.

The platform is empty , the Wall Street guy is running toward the stairs -- Joker follows -- Behind them , the train pulls away --The guy makes his way to the stairs , unaware that Joker is behind him -- BLAM ! The third guy falls , tumbling down the stairs . Joker walks over to the body and empties the chamber -- BLAM ! BLAM !And as `` Send in the Clowns '' ends , Joker fires the last shot -- BLAM ! He 's got nothing left .

Joker hauls ass out of the subway and makes a mad dash across a busy street , horns honking -- Running as fast as he can past piles of garbage , he takes a sharp turn high-tailing into a small , run-down needle park , disappearing into the darkness .

Joker runs into the bathroom , locks the door behind him andSUDDENLY EVERYTHING HITS HIM ALL AT ONCE --He throws up into the dirty toilet , puking his guts out -- He finishes , wipes his mouth with the back of his hand . And pulls the gun out of his waist , looking around for someplace to throw it out . Under the sink he sees a rusted , metal grate hanging off the wall covering some pipes . Before he bends down , Joker catches his reflection in the smudged mirror . Sees himself holding the gun in his hand -- Beat . He raises the gun to his head and pulls the trigger -- Click . It 's empty . He gets down on his knees , sweat dripping off his face , pulls the grate away from the wall . And tosses the gun away inside . Moves the grate back in place . Joker stands back up and turns on the faucets . Rinses out his mouth . Looks at his smudged reflection as he starts washing the clown make-up off his sweaty face --Water dripping , white grease paint running off his face --Beat .

Joker enters his building with great urgency . No time for the elevator , he takes the stairs . Two at a time . He races up the stairwell .

When he gets to his floor , instead of making a left toward his apartment -- He makes a right , toward Sophie 's . He stops at her door . Out of breath . Knocks . He hears footsteps . Quickly pulls the folded-up flyer out of his pocket . The peephole in the door goes dark and then light again . He hears locks unlocking . Sophie opens the door halfway -- Joker looks down at his feet --He reaches out to give Sophie the flyer , she opens the door wider -- He notices her face , sees her eyes are red .Beat .Joker takes a deep breath and smiles without realizing it , hoping he does n't start to laugh .And she starts crying again . Joker does n't move . Just stands in the doorway awkward .He starts to walk away , then turns back to her --Sophie wipes her eyes and manages a smile .Joker just nods yes and walks back toward his mother 's apartment .

JOKER SITS ACROSS from the same Social Worker from the opening scene . Same depressing office . She stares at him for a beat , clearly annoyed .She looks at him and shakes her head . Not in the mood to deal with this .He looks up , intrigued .He looks around , just noticing some MOVING BOXES stacked against the wall .Joker nods , not hating the idea .He sits there for a moment . And then it dawns on him --Beat .

CLOSE ON A COUPLE OF PILLS , as they get crushed up . CLOSE ON THE RESIDUE , as it 's sprinkled on top of a bowl of oatmeal .Joker takes a couple of pills for himself . Looks inside . Not many left . He looks over at the orange cat sitting on the counter , purring loudly , watching him .

Joker walks in carrying her breakfast . She waves him over to her bed .His mother shushes him . Joker sits on the end of the bed next to her . It 's one of those `` Good Morning , Gotham '' shows .A small smirk registers on Joker 's face when photos of the THREE WALL STREET GUYS come up on the screen .Joker 's mom perks up at that --ANGLE ON TELEVISION , footage of GRAFFITI around the city . `` KILL THE RICH '' spray painted on a storefront . `` F CK WALL STREET '' written on a subway wall . `` RESIST '' scrawled across a billboard .We hear his mother gasp , excited .Joker leans in , intrigued . The camera zooms in closer to Thomas Wayne on the screen ...CUT TO :

-- as you know, Jerry, all three of them worked at Wayne Investments, and they were the best of the best. Solid young men.

And while I did n't know them personally, like all Wayne employees, past and present, they were family.

There now seems to be a groundswell of anti-rich sentiment in the city. It's almost as if our less fortunate residents have taken the side of the killer.

Yes and it's a shame. It's one of the reasons I'm considering a run for mayor. Gotham has lost its way.

What about the eyewitness report of the suspect being a man in clown make-up or a clown mask -- Care to comment on that?

It makes total sense to me. What kind of coward would do something that cold-blooded? Someone who hides behind a mask. Someone who's envious of those more fortunate than themselves, yet too scared to show their own face.

And until that jealousy ends, those of us who've made a good life for ourselves will always look at those who have n't as nothing but clowns.

Cause you were adopted. And I never fucked your mother. What do you want from me, money?

She never told you? Your mother adopted you before she even started working for us. She was arrested when you were four years old and committed to Arkham State Hospital. She's batshit crazy.

But if you ever come to my house again, if you ever talk to my son again, if I ever even hear about you again, I'll --

JOKER 'S POV , slowly walking down the hall -- as if in slow motion -- toward a curtain at the end , spotlight bleeding through , other wannabe comics looking at him as he passes -- CLOSE ON JOKER , eyeing the others , sweat beading on his forehead -- He gets to the curtain , the light , pulls his worn joke- notebook out of his back pocket . Glancing into the room he sees it 's a pretty good crowd . Sees Sophie taking a seat in the back . Wheeling back into the dark hallway , he catches his breath in the shadows -- And starts BANGING HIS HEAD BACK against the wall -- He hears the EMCEE from the stage .He hears the crowd laugh .There is a smattering of applause .CUT TO :JOKER STEPPING ON STAGE , out under the spotlight , lifts the microphone in front of his mouth , the light so bright he ca n't see faces in the dark audience , his hand trembling holding onto his worn notebook -- He takes a deep breath , looks out at the dark crowd , and opens his mouth . And starts to laugh . His eyes go wide . God no , not now . A terrified look comes to his face under the laughter . He just keeps laughing . The crowd is just staring back at him . Finally he composes himself --Dead silence . Except for Joker , who 's still cracking up .CUT TO :

This next comic describes himself as a lifelong Gotham resident who from a young age was always told that `` his purpose in life was to bring joy and laughter into this cold, dark world.'' Ummm. Okay.

Joker and Sophie walking out of the club after the show , the audience trickles out around them . Nobody looking in Joker 's direction , nobody says anything to him , maybe one or two even cracking up at him behind his back . Garbage bags crowding the narrow street , lit up by the bright signs . Joker and Sophie walk a ways without saying a word . Awkward silence . Then --Sophie pauses , does n't know what to say . She lights up a cigarette .Joker smiles at the connection . They walk past a newsstand -- a wall of Chinese language newspapers mixed with local papers and tabloids , screaming headlines about the three Wall Street Guys gunned down on the train . J oker stops and stares at the headlines -- CLOSE ON HEADLINES , `` Subway Vigilante '' ... `` Yuppie Slaughter '' `` Killer Clown On The Loose ? `` ...He turns to her .Sophie flicks her cigarette away and starts walking .Joker watches her walk for a beat .Sophie turns around and smiles . She looks great , even in front of the mounds of garbage bags that line the sidewalk . AN AMBULANCE SCREAMS BY , SIRENS BLARING as Sophie says something that Joker does n't hear . She keeps walking . Joker chases after her and trips over a TIN GARBAGE CAN LID -- CLANG . CLANG . He falls down flat on his face . Sophie turns and bursts out laughing . She ca n't help but laugh . It 's the first time she 's laughed all night .

Table covered with plates of half-eaten Chinese food . Joker and Sophie sitting across from each other , middle of conversation . Crowded room , brightly lit , looks more like a casino . Almost everybody eating there is Chinese . It 's loud .Joker takes a moment to think about what she said .Joker is taken aback --Joker nods . Thinking about it . Then --Beat .Joker thinks it over for a moment .Sophie smiles .Joker just looks at her , he does n't really know what that means . He just smiles .AND JOKER STARTS LAUGHING . He puts a hand over his mouth trying to cover it , but he ca n't stop cracking up -- It 's unsettling and disturbing for Sophie . People eating , waiters in red vests , busboys , all look over and stare at him . A few laugh . Joker turns away embarrassed , he looks out the plate-glass window , face turning red from laughing so hard -- AS HE LOOKS OUT , HE SEES A GROUP OF ROWDY KIDS walking down the street . One of them glances back before he turns the corner -- HE 'S WEARING A CLOWN MASK THAT LOOKS JUST JOKER 'S CLOWN FACE . And then he 's gone . The group disappears around the corner -- Joker ca n't believe his eyes , still laughing -- He turns to Sophie who did n't see them . Just sits there awkwardly waiting for it to stop . Finally , it subsides --Awkward beat .He smiles .He looks down , still smiling . She just watches him for a beat .They just sit there for a beat . Quiet .

Joker opening the door to his mother 's apartment , holding a doggie bag in his hand , sees the flickering blue light of the TV on in the living room , hears the end of `` LIVE WITH MURRAY FRANKLIN ! '' He locks the locks , drawing the security chain high on the door . TURNS TO CATCH A GLIMPSE OF HIS MOTHER PASSED OUT in the living room , the cat jumping up next to her on the chair . Joker watches for a beat as Murray does his signature sign off , the one he 's been doing for years --He hears Don Ellis and his Jazz Orchestra playing the show 's closing song -- the instrumental version of Frank Sinatra 's `` That 's Life '' . As the music continues , Joker puts his face up against his mom 's nose , to see if she 's breathing or if she 's dead . He feels her breath against his cheek . Now he picks his mother up in his arms and carries her into her bedroom to the music , almost as if he 's dancing with her as he leaves the room ... We stay behind . `` That 's Life '' still playing from TV . He comes back into the living room and turns off the TV . Takes off his jacket and throws it on the couch . Notices something sticking out of his jacket pocket . He pulls it out . It 's the envelope he was supposed to deliver to Thomas Wayne . He stares at it for a beat . And then -- Quietly rips it open , starts to read the letter : CLOSE ON WORDS , `` Dearest Thomas , I do n't know where else to turn ... '' `` Need your help ... '' `` You have a son . We have a son . His name is Arthur . '' Stops reading , stays on -- `` You have a son . '' JOKER STARING DOWN AT THE LETTER , reading those words over and over again -- `` You have a son . ''CUT TO :

So I told my youngest son, Tommy, remember he's the'not so bright' one, --

I told him that the garbage strike is still going on. And he says, and I'm not kidding, Tommy says, `` So where are we gon na get all our garbage from?''

And finally, in a world where everyone thinks they could do my job, we got this videotape from the Gotham Comedy Club. Here's a guy who thinks if you just keep laughing, it'll somehow make you funny. Check out this joker.

Jesus, Gene, I do n't have time for this. Cindy's been breaking my balls all day.

What do I got ta see? I already know he's a nut. That's why we're putting him on, it's a goof.

Murray is fine. I prefer it in fact. Thanks for coming on the show.

I like it. It's timely. It's edgy. It's, it's dangerous. The best comedy is all those things put together.

Couple rules though, -- No cussing, no off-color material, we do a clean show, okay? You'll be on after Dr. Sally. Someone will come and get you. Good?

You got ta see our next guest for yourself. Will you stick around? Maybe you can help, I'm pretty sure he could use a doctor.

It's been a crazy few days here in Gotham, and, I think maybe things are about to get crazy around here too. Do n't go anywhere folks. We'll be right back.

O-kay, you may have seen that clip of our next guest when we first played it two weeks ago. Now before he comes out, I just want to say that we're all heartbroken here and sensitive to what's going on in the city tonight. But, this is how he wanted to come on the show. So let me introduce -- The Joker.

So, ahhh, thanks for coming on the show. But I got ta tell ya, with what happened at City Hall today, I'm sure many of our viewers here in the studio, and at home, might find this look of yours in poor taste.

Okay. But I'm not sure how any of this is funny. A lot of those protesters are going with this look. City seems to be full of clowns these days.

So when we talked earlier, you mentioned that you are n't political. That this look is n't a political statement.

How's that goin' for ya? Have you been working on any new material? Do you want to tell us a joke?

Right. Sorry. I mean Joker -- you told me backstage that your mother's a big fan of the show, that she never misses it.

Yeah, that's not funny, that's not the kind of humor we do on this show.

You're serious, are n't you? You're telling us you killed those three boys on the subway. Why should we believe you?

Let me get this straight, you think killing those young men is funny?

Okay, I think I understand. You did it to start a movement, to become a symbol.

So that's it, you're crazy. That's your defense for killing three young men? Because they were mean to you?

So much self-pity, Arthur. You sound like you're making excuses for killing three young men. Not everybody's awful.

You do n't know the first thing about me, pal. Look what happened because of what you did, Arthur, what it led to. There are riots out there. Two policemen are in critical condition, someone was killed today.

JOKER 'S SITTING IN A CHAIR in his mother 's room watching her sleep . He has clearly been up all night . Still wearing the same clothes . He 's holding her letter in his hand as the sun is just starting to rise outside the windows , light just beginning to crack the gloom . THE ORANGE CAT SITS AT HIS FEET staring up at him , wo n't take her eyes off of him . Joker impatiently sits there for another moment waiting for his mother to wake up , then suddenly -- SHRIEKS OUT AT THE TOP OF HIS LUNGS like a teapot , kicking his back on the chair like an excited toddler -- His mother wakes with a start , looking around half asleep and confused -- Joker turns and sees the cat run out of the room --He does n't answer .Joker holds her letter up in his hand .His mother slowly getting up out of bed .She goes into the bathroom .Joker sits for a minute then gets up and goes to her bathroom door . Talks to his mother from the behind the closed door .Joker leans in closer to the door . Leaning against it with just his head --Joker just leans there , listening . He closes his eyes , it 's all too much .AND THE BATHROOM DOOR SUDDENLY SWINGS OPEN , and Joker falls face first into the bathroom -- Just missing his mother , crashing down onto the floor --CUT TO :

Joker heads down the boardwalk toward Ha-Ha 's , a bounce in his step . Looming behind him like the skeletons of monsters , a sprawling rickety-looking wooden roller coaster and the gigantic steel Wonder Wheel in the amusement park by the ocean . Sound of waves crashing , seagulls squawking .

Joker walks into the locker room , sees Randall half-dressed for work , red nose , big pants , big shoes , no wig yet , sitting with Gary , TWO OTHER CLOWNS AND A MAGICIAN around the small table , shooting the shit , drinking coffee . They nod hello at Joker or give him a perfunctory wave , most of his co-workers think he 's a freak .Joker looks hard at Randall for a moment , just slowly nods , and continues on to his locker . He starts to clean it out , stuffing all of his clown gear into an old brown paper shopping bag . Hears them talking about him behind his back , about why he got fired , laughing at him --Joker does n't answer them , just continues emptying his locker , a bag of balloons , a magic wand , some trick flowers --His co-workers crack up . Joker answers the guy without looking back --More laughter .Joker turns and looks at all of them , nods at Randall --The guys laugh and keep jawing . Joker does n't say anything . Just finishes packing his bag and closes his locker door --

Did you really bring a gun to the kid's hospital, Artie? What the fuck would you do that for?

So is that part of your new act? If your singing does n't do the trick, you just gon na shoot yourself?

Joker exits the back door holding onto his brown shopping bag under his arm , starts down the alley . Behind him , Randall hustles out and chases down the alley after him , still half-dressed for work .As he catches up with Joker his red nose falls off , but he 's so out of breath he does n't realize he lost it --Beat .Joker just looks back at Randall . Sees his red Styrofoam nose bouncing down the alley behind him .Beat .Joker turns to go --Randall touches his face . Realizes his nose is not there . Joker points to Randall 's clown nose tumbling back down the alley . And Randall hustles after it , chasing after his red nose blowing skipping away in the wind --

CLOSE ON NEW `` KILLER CLOWN '' SKETCH ON FRONT PAGE OF THAT DAY 'S TABLOID , a more detailed drawing . HEADLINE , `` KILLER CLOWN STILL ON THE LOOSE ! '' SUB-HEAD , `` 'Kill the Rich ' -- A New Movement ? '' ANGLE ON JOKER LOOKING DOWN AT HIS NOTEBOOK , STARING AT A PHOTOGRAPH OF THOMAS WAYNE RIPPED OUT FROM A MAGAZINE , taped to a page . He glances at his distorted reflection in the window , takes his hand and parts his hair to the side , more like Thomas Wayne 's hair . Maybe there is a resemblance . WIDER ANGLE , train is packed with wealthy white businessmen and a couple businesswomen heading home after work , many of them reading the same tabloid . The `` Killer Clown '' sketch of Joker 's clown face dots the train . No empty seats -- except the one next to Joker .

JOKER IN THE BACK OF A TAXI STARING OUT AT THE COUNTRYSIDE , at the trees and green grass and blue sky and open spaces whizzing by . The sun is getting low , bathing everything in a golden light . He does n't see garbage anywhere .

Joker walking along an intimidating wrought iron fence , surrounding the estate like prison bars , the brown paper shopping bag stuffed under his arm . The big house set up a small hill , evergreens dot the lush grounds . As he walks around looking for the front entrance , Joker catches a glimpse of an innocent looking EIGHT-YEAR-OLD BOY tracking him from behind the trees , hiding as he follows . Joker stops . He sees the boy stop behind a tree . Joker continues walking until he gets to the front gate . He digs into his bag and pulls out the magic wand -- He holds it up for the boy to see . The boy steps out from behind a tree to get a closer look . Joker puts the brown bag down on the ground , looks over the wand , pretending like he 's trying to figure out what it does . He waves the wand over the front gate lock to `` try and see '' if it will open -- It does n't .58 .The little boy walks down toward the fence , face like an angel . Joker waits until he gets closer and then reaches his hand through the fence and hands the kid his magic wand so he can try and figure out what it does -- The boy takes the wand and it goes limp in his hand before he can wave it -- He laughs , surprised . He hands it back to Joker . The boys sees Joker 's face up close , staring at his scarred smile -- Joker straightens the wand back out , and reaches in through the fence again so the kid can give it another try . AND AGAIN THE MAGIC WAND DROOPS IN THE BOY 'S HAND . He laughs and gives it back to Joker -- Joker examines the wand as if its `` broken '' , stiffens it one last time , crouches down lower , and ... Ta-da ! A bouquet of flowers bursts out the end of the wand -- Joker smiles and hands him the wand bouquet of flowers -- The little boy takes the flowers . Keeps staring at Joker , at the scars around his mouth . Now , he reaches his hand out through the fence and touches Joker 's face , tracing his finger around the edges of Joker 's mouth , over his scarred smile -- Joker closes his eyes -- embarrassed -- but it feels good to him , nobody ever touches him besides his mother . He starts to smile , when a man 's voice shatters the moment --The little boy pulls his hand back . Turns and runs away -- Joker looks up and sees a balding , tired-looking , ALFRED PENNYWORTH ( 50 's ) bounding down the hill toward them . Joker stands back up .Little Bruce runs behind Alfred , hiding behind his legs .Alfred takes the flower-wand away from the kid --He hands it back to Joker .Alfred does n't say anything . Joker puts his face right up against the bars , whispers so the boy ca n't hear him --Now Alfred leans in closer to Joker , almost looks like he feels some pity for him --Beat .Alfred looks at Joker , and ca n't help but crack up laughing at him . AND JOKER REACHES THROUGH THE BARS AND GRABS HIM . Pulls him in close , trying to choke him , still holding the wand of flowers in one hand -- AS HE CHOKES ALFRED , Joker sees little Bruce , wide-eyed in the shadows , looking out at him in horror . Joker stops . Lets go of Alfred ... Takes off running back down the street away from Wayne Manor , magic wand in hand , leaving the rest of his clown gear behind .CUT TO :

You should n't be talking to his son. Why did you give him those flowers?

There was nothing to find out about. Your mother was, was delusional. She was a sick woman.

JOKER 'S BACK IN HIS PART OF TOWN , garbage everywhere here . The neighborhood at night is alive . Loud kids on the street corners ... A drunk seemingly fights no one ... Hookers working the street ... He hears a wailing siren ... As Joker turns the corner , he sees AN AMBULANCE PARKED in front of his building . Lights flashing . Hit with a sense of dread , he runs toward the building --

A SMALL CROWD OF GAWKERS have gathered around watching the drama unfold . Shouting and laughing , loud dance music blaring out an open window , feels like an impromptu block party . Joker runs up , sees his mother being wheeled down the front steps unconscious on a stretcher , AN EMT holding an oxygen bag on her face . TWO DETECTIVES IN PLAIN SUITS following behind them . It 's a chaotic scene . FROM ABOVE , Joker pushing through the crowd , rushes to his mother 's side . We do n't hear what he says to the paramedics over the music and the crowd , just see them nod okay and Joker follow after them into the back of the ambulance --

Joker looking out the back doors as they start to shut close -- CATCHES A GLIMPSE OF SOPHIE , coming out of the building . He stares at her through the small back door window . Casually waves at her , trying to connect with her -- Joker sees the two detectives approaching Sophie as the ambulance pulls away . Speeding away down the street , siren wailing --CUT TO :

Joker 's standing near the doorway of a large overcrowded treatment room . Watching a sleep-deprived ER RESIDENT ( late 20 's ) , and an EMERGENCY NURSE start to intubate his mother . He hears shouts and cries of pain from around the crowded room . Joker turns away when he sees them insert a thin endotracheal tube into her mouth and down through her larynx . It makes him gag --

Joker sits on a bench outside the bustling emergency room . He 's getting some fresh air , but he picked a weird spot to do it . He watches the sick and dying being rushed through the glass doors . Opening and closing . This happens in the background throughout the scene . The two detectives walk up to Joker , interrupting him watching the doors . Gotham police detectives , GARRITY ( 50 's ) , grey hair , and BURKE ( 30 's ) , his partner .Joker looks up at them . Does n't say anything .Beat .AND JOKER BURSTS OUT LAUGHING , he ca n't stop it . The detectives are taken aback . They do n't know what to make of him laughing . They share a look .Tears rolling down his face , he takes out one of his cards and hands it to Det . Burke . Burke glances over the card , a skeptical look on his face .Joker pauses for a moment , his laughter subsiding . He holds his breath .Joker 's still holding his breath , he nods yes .And Joker cracks up again , his laughter coming back harder -- He covers his mouth with his hand , shaking his head no , his face now turning red .Joker catches his breath as the intensity of his laughter starts to wane , petering out .Joker 's laughter finally stops for good .The detectives share another look . Joker stands up .Detective Burke steps close to him , holds up the card that Joker handed him --And Joker walks away -- heads for the sliding glass doors . Only the motion detector does n't engage -- AND HE SLAMS RIGHT INTO THE GLASS DOOR HARD . He bounces back .

Mr. Fleck, sorry to bother you, I'm Detective Garrity, this is my partner Detective Burke.

We had a few questions for you, but you were n't home. So we spoke to your mother.

What? No. We just asked her some questions and she started getting hysterical -- hyperventilating, trouble speaking -- then she collapsed. Hit her head pretty hard.

We have an eyewitness who described a white male, about 6 feet tall, in clown make up. Or a clown mask. Spoke to your boss at Ha-Ha's, Mr. Vaughn, and he said you were on a job the day of the shooting.

He also said you got fired that day, -- For bringing a gun into the children's hospital.

Hey lem me ask you a question? This condition of yours, -- Is this real or is this like some sorta clown thing?

Listen, we need to clear a few things up, we spoke to the hospital administrator --

We can do it tomorrow. But you need to come down to the precinct -- first thing in the morning.

I just could n't tell if you were actually trying to be funny or not.

The night you were fired. He said it did n't look like a prop gun, it was heavy, like a real one. We have some more questions for you.

Joker walking down the hallway , ER flooded with the poor and uninsured . Overwhelmed doctors and nurses trying their best to keep up . He stops at the busy nurse 's station , and stands there for a moment , trying to get a nurse 's attention --One of the nurses at the desk looks up at him , seems slightly annoyed .The sleep-deprived ER RESIDENT who was working on his mother overhears Joker , comes over to talk to him with a clipboard in his hand . Joker recognizes him --Beat . The resident just nods okay . Looks down at his clipboard --He turns to go , but the resident continues --Joker shakes his head , no .Joker shakes his head no again , leans in closer to the resident --CUT TO :

Mr. Fleck, your mother had a stroke. It's very serious. You ca n't `` check her out.'' She's gon na be here for at least a week.

Listen, I wanted to talk you about something we noticed in her tox report. We found heavy traces of multiple medications in her system.

One of them's perphenazine. It's a powerful anti-psychotic. If she was taking that regularly and then suddenly stopped, the withdrawal could have contributed to her stroke. Did you notice any symptoms?

CLOSE ON TV , Murray Franklin is in the middle of doing his monologue .Murray Franklin cracks up at his own joke . Studio audience laughs . JOKER LAUGHS , LYING IN BED NEXT TO HIS UNCONSCIOUS MOTHER in the large overcrowded treatment room . Blue curtain dividers separate the bays . He 's watching the show on a TV bolted high on the wall . He glances over at his mother , laughing over the sounds of her labored breath , the pain and suffering of those around him . He looks back up at the television .EXTREME CLOSE ON TV , GRAINY VIDEO OF JOKER 'S STAND-UP PERFORMANCE . Joker on stage smiling behind the microphone , under the harsh spotlight . Joker watching himself on TV , his jaw drops --Back to Murray Franklin shaking his head , trying not to laugh .The studio audience erupts into laughter . ANGLE ON JOKER , watching Murray Franklin make fun of him on TV . He gets up and starts walking toward the TV set as if in a trance . Unsure if this is really happening .The tape continues of Joker at the comedy club .Dead silence . Nobody is laughing . Not even him . CUT BACK CLOSE ON MURRAY FRANKLIN , just shaking his head .Murray cracks up and the studio audience laughs along with him . CLOSE ON JOKER , looking up at the television , hearing them all laughing at him . Beat .JUMP CUT :Joker is dragging a chair to the television set . In a rage , he gets up on the chair and tries to pull the TV out of the wall , as the show continues to play -- But the set is firmly secured to the wall , and Joker pulls so hard the chair flips from underneath him and he goes flying up the air , crashing down hard onto the floor .

Joker walks with a plastic tray of food . Some runny eggs and a coffee . He keeps his head down so no one can see his face . There are a few DOCTORS AND NURSES sitting and chatting at one table . A group of ORDERLIES are sitting together at another table . He goes and sits down in the far corner , far away from everyone else . Sees a tabloid newspaper left on the table , and picks it up to read so he does n't seem so alone . ANGLE ON FRONT PAGE HEADLINE , `` Thomas Wayne Announces Run '' , over a full-page campaign-style photograph of Thomas Wayne waving to a crowd standing next to his wife , MARTHA ( 50 's ) , a severe looking , well-preserved former model , and little Bruce Wayne standing in front of them . Photo catches Bruce looking into camera , eyes wide , scared by the crowd . SUB-HEADLINE READS , `` Protest Planned at Wayne Hall Opening Tonight '' Joker stares at the family photo . CLOSE ON BRUCE WAYNE IN PHOTO , Joker 's fingers ripping his picture out of the front page .CLOSE ON JOKER LOOKING UP , interrupted from ripping out the picture . One YOUNG DOCTOR and TWO NURSES are standing around him . We stay with Joker , do n't see their faces . Just their bodies , all dressed in green scrubs , uniforms .He hears the nurses giggle .He hears the nurses giggle again . STAY CLOSE ON JOKER , getting upset . He just shakes his head .Beat .

-- I'm sorry to bother you, but can you settle an argument for us?

No. It was definitely you, buddy. You're the guy who could n't stop laughing. Murray killed you. More laughter. Joker looks up at them.

Joker crosses a busy street heading to the Center for Performing Arts . Light falling . Storm clouds gathering . Joker stops when he sees -- A CROWD OF PROTESTERS SCREAMING AND SHOUTING IN FRONT OF WAYNE HALL , behind steel barricades . Many wearing Joker 's `` clown face '' mask ... A few wave homemade signs , `` CLOWN FOR MAYOR '' ... `` KILL THE RICH '' ... `` MR. WAYNE , AM I A CLOWN ? '' A LINE OF POLICEMEN AND SECURITY GUARDS stand between the crowd and the lit-up white marble building . Joker watches the protest for a moment , then continues across the street . It starts to rain .

A FIGHT BREAKS OUT between a `` clown '' masked protester and two cops . The crowd goes crazy , pushing through the barricades toward the building in the driving rain . The police and Wayne Hall Security fight to keep them out -- Amidst all the chaos , we glimpse Joker slipping into the building unnoticed --

Joker walks through the massive multi-level lobby . It 's completely empty since the performance has already begun and whatever security was available is outside helping the police deal with the protesters . He looks up in awe at the crystal chandeliers ... The shiny , marble floor beneath his feet . He 's never seen anything this opulent in his entire life .

JOKER MAKING HIS WAY THROUGH THE DARK SHADOWS ALONG THE BACK WALL OF THE AUDITORIUM , looking for Thomas Wayne in the sold- out black-tie audience -- He catches bits of Chaplin 's MODERN TIMES projected on a screen behind the Gotham Philharmonic playing the silent movie 's score ... the Tramp roller skating blindfolded on a date with the Gamin ( Paulette Goddard ) in a department store . He continues moving along the wall from aisle-to-aisle looking for Thomas Wayne ... The audience laughs as the Tramp skates blindfolded , skirting along the edge of a balcony with no rail , orchestra playing the bouncy score . Joker ca n't find Thomas Wayne in the dark -- He moves to the top of the next aisle , pausing to watch more of the film . Suddenly somebody bumps into Joker -- He looks up and sees it 's one of Thomas Wayne 's TWO SECURITY GUARDS , escorting Thomas Wayne out of the auditorium -- Joker turns and watches them lead him out . Behind Joker on screen , the Tramp is rescued by the girl before he falls off the edge , orchestra swelling --

Joker peeks his head out of the auditorium , sees Thomas Wayne heading into the men 's room , his two security guards waiting by the door , still hear the orchestra playing the score -- Joker glances back into the auditorium -- Sees a lobby broom and upright dustpan tucked in the back corner --

Joker 's sweeping up the hallway with his head down , hear the orchestra playing the melancholy `` Smile '' from the film 's score . He sweeps along to the music like Emmett Kelly 's famous hobo clown ... Sweeping around the two security guards ' feet ... Annoyed , they move a bit away from the bathroom door ... And do n't give Joker a second look as he heads inside ...

Joker sweeps his way into the cavernous , black & white tiled bathroom , ornate gold fixtures . It 's empty save for Thomas Wayne peeing at the far end of a long line of urinals . Joker takes a deep breath , and walks down the line of urinals right up next to Thomas Wayne -- He stands there for a beat while Thomas urinates , lobby broom and upright dustpan in hand --Thomas Wayne finishes and zips his fly back up . Joker is not sure what to say to him , just says --Beat . But Thomas Wayne does n't hear him , he was flushing the urinal . He walks toward the sink .Joker follows after him .And Joker smiles , it 's all very emotional for him . Thomas looks over at him like he 's fucking crazy .Joker nods , relieved he finally broke through .Thomas Wayne just laughs to himself and turns on the gold faucets at one of the sinks .Thomas Wayne just keeps washing his hands , does n't even look over at Joker .Thomas starts drying his hands .Joker starts to smile , feels a laugh coming on .Thomas finishes drying his hands . Turns to Joker , his tone way more serious now .AND JOKER CRACKS UP LAUGHING , interrupting his threat . Laughing right in his face --Joker 's laughing so hard he ca n't answer . THOMAS SHOVES JOKER HARD UP AGAINST THE TILED WALL , gripping his neck with one hand . Joker just cracks up louder , he drops the dustpan and broom --Thomas Wayne 's security guards bang open the door , rushing into the bathroom when they hear the shouting -- They stop when they see Thomas has Joker jacked up against the wall .AND THOMAS WAYNE PUNCHES JOKER STRAIGHT IN THE FACE with his free hand , blood spraying from his nose --

The two security guards roughly throw Joker out of the hall , right in front of the drenched crowd of screaming protesters , TV cameras and photographers now on hand , bulbs flashing -- Joker knowing how to take a fall , plays it up in front of this audience for all it 's worth , tumbling end-over-end out onto the plaza in the rain -- He rolls to his feet with a bit of panache and brushes himself off like it was nothing . The protesters go crazy , cheering and applauding his act -- And Joker takes a deep dramatic bow . Wet hair . Bloody nose . He turns and sees the security guards coming back out -- Joker takes off running through the plaza in the downpour , running out of the Center for Performing Arts . Turns down a side street almost slipping -- And keeps running even though nobody 's chasing after him . We HEAR the familiar beats of THE SUGARHILL GANG 'S `` Apache '' as Joker just keeps running and running .

Joker knocking on Sophie 's apartment door , `` Apache '' blaring inside . He 's soaking wet , clothes clinging to his body . There 's no answer . He knocks again . Hard to hear anything over the loud music . Now he tries the door . It 's unlocked .

Joker walks into Sophie 's apartment , `` Apache '' thumping , lights dim .WALKS INTO THE DARK LIVING ROOM , catches a glimpse of Sophie , naked riding on top of SOME GUY on the couch -- The guy sees Joker standing in the shadows and jumps . Sophie turns and sees Joker as well . She screams --

Joker rushing for his mother 's apartment . Behind him , the guy comes out half naked into the hallway , zipping up his pants , screaming at Joker -- Joker does n't look back , does n't hear the guy yelling at him -- Quickly opens the door to his mother 's apartment and hurries inside .

A GRAY , BEHEMOTH STATE HOSPITAL looming over the city block . Metal screens cover steel-framed windows . Joker crosses the street toward the building , eyes weary , he has n't slept in days . HE SEES TWO GOTHAM CITY COPS AND A PARAMEDIC rolling a gurney into the entrance ... a naked , sunburned man screaming his head off is handcuffed to the stretcher underneath a white sheet . Joker follows them inside .

Joker sits waiting in a cramped office , looking out a plexiglass window that overlooks the crowded hallway -- A constant din of people moving about , talking and shouting . Patients handcuffed to the armrests of their wheelchairs , lying on stretchers , heads covered with pillowcase turbans or forearms to block out the harsh fluorescent lights . His gaze is interrupted by a CLERK ( 40 's ) , ID clipped to his shirt , who 's lugging an old heavy file storage box . He drops the box down on his messy desk with a thud .Joker nods thanks .The clerk opens the file box . Starts digging though it . Joker stares out the plexiglass window that faces the hallway --Beat .The clerk is half listening as he scans the paper work .Joker looks up at the guy , thinking he 's made a connection .For the first time , the clerk looks at him --The clerk just nods . Finally finds what he was looking for .He pulls out an old file , bulging with yellowing records . Moves the box to the floor and sits down at his desk .The guy opens the file . Yellowing pages of her records --The clerk stops reading out loud , eyes going wide as he skims further ahead . Joker just looks at the guy , waiting to see what he 's gon na say .Joker just nods .CLOSE ON JOKER , he shakes his head and smiles to himself .The clerk puts the file down on his desk --Joker just sits there , thinking it all over for a moment . Then snatches the file off the clerk 's desk -- The clerk grabs it as well . They play tug-of-war with the file , it 's awkward and goes on way too long . Finally , Joker shoves the guy hard and pulls the file away -- He takes off running out of the office with it . The clerk watches for a beat , but does nothing .

Sorry for the wait. All our records that are 10 years or older are stored in the basement. You're talking over 30 years ago, -- I had to do some serious digging.

Like I said, if it's in here, I'm still gon na need a release from her.

Some have. Some are just crazy and pose a danger to themselves or others. Some just got nowhere else to go.

Now they talking about more layoffs, man, we're understaffed as it is. I do n't know what I'm gon na do.

Listen, I'm just an administrative assistant, like a clerk. I file paperwork, fill out forms. I do n't really know what to tell you, but maybe you should see someone -- they have programs, like city services.

Uh-huh. Diagnosed by Dr. Benjamin Stoner... The patient suffers from delusional psychosis and narcissistic personality disorder... Found guilty of endangering the welfare of a child --

I'm sorry, I ca n't. Like I said, I ca n't release this without the proper forms. I could get in trouble.

I ca n't help you. If you want these records you have to get your mom to sign a patient disclosure form. I can have someone mail you one.

Joker running down the hallway , files in his hands . Frantic . Unaware he is not being chased . Turns a corner and runs down another long hallway . Gets to a stairwell door and runs in .

Bounding down the steps . He stops at a landing below . Looks up , sees no one is chasing after him -- ANGLE ON JOKER , catching his breath . He opens the file , flipping through the records , finds the page the clerk was reading . As he reads it over for himself , he HEARS his mother being interviewed for her psychiatric assessment , over 30 years ago .CUT TO :

( FLASHBACK )Penny Fleck ( late 20 's ) is sitting across the table from DR. BENJAMIN STONER ( 50 's ) , in a dreary small interview room , windows covered with security screens . Penny takes a drag off a cigarette , her face is beaten to shit , nose battered , lip busted up . Dr. Stoner is going over Penny 's thick file , the same file Joker 's holding in his hands .Penny does n't say anything , just smiles like she 's in on a big secret . And exhales smoke . Dr. Stoner keeps going through the file , pulls out black & white forensic photographs of three-year-old Joker 's body --Penny looks at Dr. Stoner like he 's crazy .Dr. Stoner lays out the photographs in front of Penny -- Penny keeps smoking her cigarette , glances down at the photos , we catch glimpses of various bruises on parts of Joker 's body ... A filthy crib ... A rope tied to the radiator ...CUT BACK TO :Joker looking over the same black & white photographs , still HEARS his mother --Joker looks up from the file when he hears/reads this , turns and looks at Penny 's reaction -- HE 'S NOW IN THE INTERVIEW ROOM WITH THEM , living what he 's reading on the page . He sees his mother lean forward in her chair , glaring at Dr. Stoner --Joker just stares at his mother . Dr. Stoner looks at Penny , not sure how to respond to that .ANGLE ON PENNY , thinking it over , taking a drag off her cigarette .Joker just keeps staring at her as she exhales -- JOKER BACK IN THE STAIRWELL LOOKS UP FROM THE FILE , looks like maybe there 's cigarette smoke drifting in front of his face --CUT TO :

We went over this, Penny. You adopted him. We have all the paperwork right here.

You also stood by as one of your boyfriends repeatedly abused your adopted son. And battered you.

Penny, your son was found tied to a radiator in your filthy apartment, malnourished, with multiple bruises across his body and severe trauma to his head.

Joker walking fast toward the playground . Sees Sophie talking with some other moms , as GiGi and a few kids play on the monkey bars . Sophie walks toward him , still disturbed about last night --He is taken aback by her anger --GiGi runs up to Sophie 's side to see what 's going on , to see if her mother 's okay .Before GiGi leaves Joker looks down at her --Joker turns to go , behind him GiGi starts to cry . He 's close to tears himself . Sophie takes off after him , and reaches out and grabs him -- Joker spins quickly around to face her , looks like he might even hit her --And Sophie slaps him hard across the face -- Then turns and walks away . CLOSE ON JOKER , he begins to laugh --CUT TO :INT . MOM 'S APARTMENT , LIVING ROOM - NIGHT Joker manically pacing around the living room , banging the side of his head with his hand , muttering to himself , almost like he 's having a conversation with himself , taking part in some story in his head , in the background the 11:00 News is playing on the television . Footage of a protest in front of Wayne Tower ... Protesters in `` Joker '' clown masks ... Hear the NEWS ANCHOR 's bombastic voice over , `` The anger and resentment that 's been building up for weeks now , seems close to exploding . Protestors today , many dressed as clowns , took to the streets in front of Wayne Tower in one of many planned demonstrations . '' Joker stops when he hears this , turns to the flickering screen -- ANGLE ON TELEVISION , protesters in the middle of a massive crowd outside a Wayne Tower .Joker sits down on the couch eyes , leaning forward to make sure he 's seeing what he 's seeing --CLOSE ON JOKER , does n't even blink , it 's like he 's watching himself on television .CUT TO :

You'll see what's gon na happen at City Hall next Thursday. We're gon na --

[ Beep ] the rich, [ beep ] the media, [ beep ] the blacks, [ beep ] the whites, [ beep ] everybody. They all [ beeped ] us, that's what this is [ beeping ] about!

Sun peeking through the windows . PHONE RINGING . Joker opening his eyes . His orange cat is sitting on his chest , staring at him . Joker finally got some sleep . He lies there for a beat . Phone still ringing , until the machine picks up the call .Joker sits up , the cat jumps off his chest . He ca n't believe what he 's hearing . He gets up off the couch as the woman continues to leave a message on the machine --Joker picks up the phone --Beat .Joker looks down at the cat purring at his feet , and kicks it away .PUSH IN ON JOKER 'S FACE , as it sinks in .As the PUSH IN ON JOKER finishes . Hold .

This message is for Arthur Fleck. My name is Shirley Woods, I work on the Murray Franklin show.

I do n't know if you're aware, but Murray played a clip of your stand- up on the show recently and we've gotten an amazing --

Hi, this is Shirley Woods from Murray Franklin Live. Is this Arthur?

Hi Arthur. Well, as I was saying -- we've gotten a lot of calls about your clip, amazing responses. And, Murray asked if I would reach out to see if you would come on as his guest. Can we set up a day?

Yes. Is n't that great? He'd love to talk to you, maybe do some of your act. Does that sound good to you?

JOKER WALKS INTO HIS MOTHER 'S SHARED HOSPITAL ROOM , passing an elderly wheezing woman in the bed closest to the door . Sees his mom in her bed by the window . He pulls the blue curtain separating the beds , giving him and his mother some privacy . Sits down on the edge of her bed . She smiles when she sees him . Still fairly incapacitated . He leans down close to her . Speaks softly , but filled with rage --She looks at him confused .She looks away .Her whole body is shaking , overwhelmed with emotion .She looks back him , struggles to speak --He reaches behind her , grabs one of her pillows --Leans down closer , face-to-face with her --

Other side of the blue divider curtain . We see Joker 's feet shifting a little . SLOWLY WE PULL OUT , backing out of the room . Leaving behind whatever Joker 's doing to his mother on the other side of the curtain . And we HEAR applause ...

JOKER 'S STUDYING VHS TAPES OF `` MURRAY FRANKLIN LIVE ! `` , studio audience applauding Murray ... He jots down notes in his worn notebook ... Watches the guests come out ... how they cross the stage ... how they greet Murray ... how they sit down ... if they cross their legs or not ... studying how he should act , how to be a person like other people . His cat sits on top of the TV watching him the whole time , never taking her eyes off him .JUMP CUT :Practicing . Joker walks across the living room like he 's on the show , smiling , waving to the `` audience '' ... He mimes shaking Murray 's hand ... Mimes unbuttoning his jacket and sits down . He smiles and pulls out his worn notebook from his pocket --He `` waits '' for Murray to answer . Then Joker nods okay and opens his notebook --His cat still watching him , now at his feet . Joker crosses and uncrosses his legs ... Looks uncomfortable . He glances down at his cat . It 's as if he can hear the cat talking to him .Joker gets up off the couch and walks back across the living room . Waves to the `` audience '' ... Mimes shaking Murray 's hand ... Mimes unbuttoning his coat and sits down ... Crosses his legs .Joker stands back up . Looks down at the cat again .Joker sits back down ... Does n't cross his legs this time .CUT TO :

WIDE SHOT , a lone figure in a vast sea of mass graves , grey headstones . This is where they bury the poor and the unclaimed dead . Joker stands by his mother 's grave . His head bowed , face in his hands , his body convulsing . He 's dressed in an ill- fitting faded rust colored suit , almost shiny from all the wear . Behind him in the distance , the TWO DETECTIVES stand by their parked car on the cemetery roadway . Sun dying in the sky . CLOSE ON JOKER 'S FACE BURIED IN HIS HANDS , see he 's laughing -- impossible to tell if he 's laughing because of his condition or laughing for real .

Joker walking away from his mother 's grave , goes to the two detectives -- GARRITY and BURKE -- waiting for him by their unmarked car . His face is still red , tears in his eyes from laughing .Joker just stares at the two detectives . Awkward beat .Joker pauses for a moment , then starts to walk away .Joker turns back to them .The detectives share a look . Garrity pulls out a card . Hands it to Joker .Joker looks back up .We hear applause followed by the familiar opening riff to ELTON JOHN 'S `` Bennie & the Jets '' .

JOKER 'S LEANING OVER THE BATHROOM SINK , water running . He 's wearing rust colored pants and a white `` beater '' T-shirt . A `` Joker '' clown mask hangs off the dirty mirror by its elastic band . `` Bennie & the Jets '' blaring from a transistor radio turned all the way up . Joker lifts his head up . He 's dyed his hair green like his old `` Mr. Jingles '' clown wig -- but he 's missed spots . Some of his hair is still its original color , sticking out all helter- skelter .JUMP CUT :Now he 's smearing white grease-paint all over his face . He 's dancing along to the music , gyrating and thrusting his hips to the beat , as he glances at the mask hanging from the mirror , trying to copy how it looks ... A copy of a copy of himself . He barely hears someone banging on the front door over the loud music -- Does n't answer . Joker just keeps putting on his make-up , dancing provocatively to the music . More banging on the front door . Joker casually opens the medicine cabinet . Finds some old rusty scissors and turns the radio off --

Joker unlocks the locks , keeping the security chain latched , and cracks open the door , -- Sees Randall . Looks down , and sees Gary next to him . Undoes the chain and opens the door for them -- Randall and Gary get a look at Joker 's face , his dyed green hair still wet , streaking white grease-paint smeared over part of his face --Joker shakes his head no , steps aside so they can come in , palming the scissors in his hand --Randall looks at him and laughs --Joker shuts the door behind them . Locks the chain-lock .Joker does n't answer . Awkward beat .Joker stares at Randall .Gary turns to go . Randall pauses for a moment , has something else to say before he leaves --He takes a step closer to Joker --AND JOKER STABS THE SCISSORS AS DEEP AS HE CAN into Randall 's neck . Blood spurts . Randall screams . Gary stumbles back in shock --Joker pulls them out and jams them into Randall 's eye before he can react . The sound is sickening . Gary 's screaming in the background -- Randall blindly fights back , screaming in pain , flailing his arms , his own blood blinding him -- Joker grabs Randall by the head -- all of his pent up rage and frustration pouring out of him -- AND SLAMS HIS HEAD AGAINST THE WALL . AGAIN . And AGAIN . And AGAIN . Joker lets go of Randall 's head , and Randall drops to the ground . Joker leans back against the wall , out of breath , kind of slides down the wall to the floor -- Sees Gary huddled in the corner , trembling with fear --Gary does n't answer . Does n't move --Gary backs away toward the door . Joker sits there for a moment , breathing heavy , wipes Randall 's blood off his face --Joker turns , sees Gary at the front door . He points up high to the chain-lock . He ca n't reach it . Joker just shakes his head to himself and gets up to unlock the door . He walks past Gary who 's still trembling almost too afraid to look up at him . Joker leans over him and undoes the chain , opens the door . Gary bolts , running down the hallway as fast as he can --CUT TO :

( Over the following , we do n't see Joker 's face . We do n't reveal his finished `` look '' just yet . ) CLOSE PICKING UP HIS NOTEBOOK , fanning through the pages -- Pausing at the BLACK & WHITE RIPPED PHOTO OF BRUCE WAYNE for a moment . Continues , stopping at the same entry from the opening scene -- CLOSE ON WORDS , `` I just hope my death make more sense than my life . ''

CLOSE ON TAKING RANDALL 'S WALLET OUT OF HIS BLOOD SOAKED PANTS , pocketing all the cash . CLOSE ON BUTT OF A GUN STICKING OUT OF RANDALL 'S WAISTBAND , glimpse Joker 's hand reaching for it --

JOKER 'S P.O.V . FINISHING WRITING A NOTE , `` On Murray Franklin Tonight -- Please Watch ! '' CLOSE ON STUFFING THE NOTE AND ALL OF RANDALL 'S MONEY into an envelope -- TURNING ENVELOPE OVER , WRITING `` SOPHIE '' on the front .

CLOSE ON THE ORANGE CAT AT THE WINDOW , and maybe if we 're looking close enough we notice something strange ... the cat has no reflection . ANGLE OVER JOKER 'S SHOULDER OPENING THE WINDOW , shooing the cat out onto the fire escape , out into the dying day --CLOSE ON THE CAT LOOKING BACK AT JOKER FOR A LONG MOMENT , before scampering off out into the world , leaving him behind for good . As he closes the window we almost catch Joker 's reflection in the glass --

FOLLOWING BEHIND JOKER , walking down the hallway as if in slow motion , heading for Sophie 's apartment . His dyed green hair now slicked back . He 's wearing the ill-fitting rust colored suit he wore to his mother 's funeral . STILL FROM BEHIND , he lays the envelope in front of Sophie 's door , then pulls something else out of his pocket -- his body obscuring what it is -- puts it down by her door and leaves . As he walks away down the hallway , we see what else Joker left behind -- HIS WAND OF FLOWERS , at Sophie 's door . Hold .

FROM BEHIND JOKER STEPPING ONTO THE ELEVATOR , TURNING TO FACE US AS THE DOOR STARTS TO CLOSE , FINALLY REVEALING HIS LOOK -- Green hair slicked back like one of the Wall Street assholes he killed ... White grease paint smeared over his face ... red nose painted on ... dark blue peaks over and under his eyes ... his mother 's red lipstick crudely outlining his broken smile ... Under the harsh flickering fluorescent lights , he looks like an insane version of his mask . The door closes on his new face . Ding .

Joker steps out of his building into the setting sun , just as Garrity and Burke are getting out of their unmarked Ford LTD Crown Vic --And Joker takes off running -- Garrity gives chase on foot as Burke hurries back into the car --

Joker darts out from his block into the avenue , sprints across the busy , two-lane street without looking -- Running right in front of an oncoming YELLOW CAB on the far side of the street -- BAM ! The cab hits him and Joker goes crashing into the windshield . Bounces up and over the car . Landing hard on the pavement -- The car directly behind the cab skids to a stop just before running over Joker 's face . Swerving into the other lane and CRASHING INTO an oncoming truck . Cars on both sides of the street skidding trying to stop -- Crashing . It 's chaos . Joker pops back up from getting hit . He 's in pain . But not dead . Garrity has drawn his service revolver as he makes his way through the pile up . And Burke , now blocked because of the crash has jumped out of his car -- Joker takes off running , limping down the street toward an entrance for the elevated train --

Joker hustling up the stairs , dripping sweat , his white grease-paint running down his face . He gets to the top of the stairs , looks back and catches a glimpse of Garrity and Burke at the bottom --

Joker makes his way down the crowded platform , the passengers starting to file on a waiting Lexington Ave/Pelham Express Train heading downtown . The train 's packed with protesters heading to the rally at City Hall . Many carrying signs ... most of them in `` Joker '' masks ... a few painted up to look like the `` Joker '' mask . Joker fits in with all of them . He looks through the crowd of clowns and sees the two cops getting to the top of the stairs , looking up and down the platform for him . Pulling out their badges on chains from around their necks . Identifying themselves as cops . Joker 's willing the doors to close . But they do n't . The two detectives run onto the train just as the doors are finally closing --

Joker moves through the loud train pushing through the rowdy protesters -- Into the next car , all of them packed . AS THE TRAIN GOES UNDERGROUND , the lights flicker on and off -- car GOING BLACK FOR A FEW SECONDS as the train turns and dips and speeds down the tracks . Joker glances back at Burke and Garrity pulling out their badges on chains around their necks . Smith & Wesson service revolvers by their sides . Shouting at the crowd , identifying themselves as cops . Joker hears some on the train shouting back in anger at the police , keeps moving ... past clown-faced protestors carrying signs , `` RESIST '' ... `` AM I A CLOWN ? `` ... `` SAVE A CITY , KILL A YUPPIE '' ... The two cops push through the car , scanning all the `` clown '' faces ... So many look like Joker . They just shove protesters out of the way , shouting at them all the while . A few more voices rising up in protest -- Joker feels Burke and Garrity behind him getting closer . In the flickering light sees a DRUNK GUY ( 20 's ) wearing a 'Joker ' mask and pulls it right off his face -- The drunk guy turns ready to fight . He throws a punch at Joker , and Joker steps out of the way -- The guy pummels someone else -- A FIGHT BREAKS OUT , spilling down the car . Joker slips the clown mask over his clown face -- AND JUST STANDS THERE IN THE MIDDLE OF THE CHAOS , at home with the chaos all around him -- Garrity and Burke spot Joker 's rust colored suit in the middle of the unruly mob -- Burke pulls his gun --The crowd does n't drop to the ground . They just keep fighting with each other -- Burke sees Joker just standing there . Keeps yelling for the crowd to get down , get down , but they do n't listen to him -- He starts shoving protestors down , out of the way -- and AND THEN THE MOB TURNS ON HIM AND GARRITY , starts closing in around them -- Garrity and Burke are pointing their guns at the crowd , yelling panicked for them to back off , back off , and one idiot reaches for Garrity 's gun -- Bang . Burke fires into the crowd , as the train pulls into the station -- A protestor falls dead . The other clowns on the train go crazy , starting to riot . Glimpse Joker walking away calmly out of the chaos . Taking off the mask and dropping it at his side as he steps off the train , disappearing onto the crowded platform .CUT TO :

An excited line of ticket holders waiting to get in to `` Live with Murray Franklin ! '' The poster marquee box near the door reads : `` TONIGHT 'S GUESTS . Lance Reynolds . Dr. Sally Friedman . And Special Guest . '' They swing open the doors and start to let the audience inside ...

Random fans and autograph hounds hanging out by the backstage door , waiting for the night 's guests to arrive ...

Studio audience filing into the studio , being seated in the wide bleachers along one wall . Three TV monitors hang from the ceiling , facing the audience . Three studio cameras on the floor , black cables strewn everywhere . The set for `` LIVE WITH MURRAY FRANKLIN ! '' is dark ... but we can still make out his desk ... guest chairs ... Don Ellis and his Jazz Orchestra 's band stand ... big blue curtain .

The host of the show , MURRAY FRANKLIN ( 60 's ) , usually quick with a bemused grin but right now in a sour mood , walks fast down the hall toward the drab dressing rooms with his old- school producer , GENE UFLAND ( 60 's ) , who 's holding the show 's rundown rolled up in his hand .A young BLONDE INTERN walks by in the opposite direction . She nervously smiles to them and keeps walking . Both men turn and check out her ass . Murray winks at Gene .

-- You got ta see this nut for yourself, Murray. I do n't think we can put him on. With the rioting out there.

I'm telling you, you got ta see him, Murray. I think it's too risky, the show's too big. It's worth too much to blow it on this, -- this freak.

Your act? Did n't you hear that a kid got killed on the subway and two cops who were almost beat to death? You did n't hear about the dozens of protestors and police injured in the riots?

-- the audience is gon na go crazy if you put him on. It was okay maybe for a bit, but not a whole segment.

Joker 's sitting on a small couch in the cramped dressing room , watching the local news on a TV that 's mounted up on the wall , live shots from the subway station where Burke shot the protestor , footage of the City Hall rally , clashes with police . He 's cleaned himself up as best he could ... white grease- paint smeared more evenly over his face , green dyed hair slicked back in place . Red lips redone . Murray and his producer Gene open the dressing room door without knocking -- Joker gets up off the couch and goes to shake Murray 's hand . Murray pauses when he sees Joker 's face .Murray nods not listening , he 's heard this before .Joker looks like he 's about to bust out laughing . All of that news is playing out on the TV above their heads . He takes a deep breath . Swallows the laugh . Beat .Gene and Murray share a look .Murray thinks about it for a beat .Gene rubs his temples , he does n't like this , but Murray is the boss .Joker nods good . Smiles back at Murray . Murray and Gene turn to go , exchanging smirks with each other as they walk out , making light of Joker who we see behind them still standing there .Murray and Gene look back at himJoker smiles , the guys ca n't tell if he 's kidding or not .Murray starts to laugh at Joker as he closes the dressing room door , shutting it right in his face .CUT TO :

JOKER 'S BACKSTAGE AT THE EDGE OF THE BLUE CURTAIN , trying to watch the show through a slim gap . Behind him there 's a monitor on a cart playing the live feed . He moves the curtain aside to get a better look -- Glimpses Murray laughing , finishing up talking to noted sex therapist DR. SALLY FRIEDMAN ( 60 's ) .The audience laughs .Another big laugh .APPLAUSE SIGN LIGHTS UP . Everyone claps . Joker keeps watching Murray through the slim gap at the end of the curtain . Hears the floor director shout , `` And we 're out . Back in three . '' Joker adjusts the waist of his pants under his jacket . Takes a deep breath .

Perched one story above the studio . There 's a long console where the DIRECTOR sits in front of a gooseneck microphone , looking over a double-bank of monitors . Sitting next to him are the ASSOCIATE PRODUCER who times the show , and the TECHNICAL DIRECTOR who operates the board . The monitor showing the live feed is playing a commercial .ON THE SHOW MONITOR , video of Joker 's original stand-up performance comes up with the show 's graphic in the lower right of the screen .

ON THE SET , Murray watches the clip on the monitor above his desk , ca n't help but laugh . Sees the FLOOR DIRECTOR counting him down silently with her fingers ... Three ... Two ... points to Camera One .BEHIND THE BLUE CURTAIN , Joker gathers himself , ready for his moment . Does n't hear his introduction or see a STAGEHAND pull open the curtain for him to go out -- ON SET , THE CURTAIN 'S OPEN , Don Ellis and his Jazz Orchestra are playing Joker on . He does n't come out . Murray looks over to the empty space in the curtain . The audience laughs . BEHIND THE CURTAIN , Joker sees the stagehand motioning for him to go out on stage . Joker starts out , pausing when he takes a step into the bright lights . The stagehand does n't see him stop , and drops the curtain back on Joker before the audience can really see his face -- Tangling Joker up in the curtain . The audience keeps laughing thinking it 's part of his act . The band keeps playing him on . Joker untangles himself from the curtain and the audience gets a good look at him . Some continue laughing . A few boo . Most do n't know what to make of him . Joker walks across the stage , forgetting to wave like he practiced . He trips over the riser surrounding the set when he goes to shake Murray 's hand . Almost falls on him . Murray tries not to crack up . The audience laughs . Thinks it 's part of Joker 's act . Joker reaches out to hug Dr. Sally as she goes in for a handshake . Another awkward moment . More laughs . Joker finally sits down next to Murray . Crosses and uncrosses his legs . Ca n't get comfortable .Joker 's not listening to Murray . He 's mesmerized by all the lights shining on him ... all the eyes on him ... he does n't answer Murray . Nervous laughter from the audience .AND JOKER STARTS TO LAUGH . Not embarrassed of it anymore . He goes with it . Giving in to it , enjoying the laughter .Joker just keeps cracking up . Audience still is n't sure what to make of him . There 's some awkward laughter .

Murray glances over at his producer Gene Ufland , who 's sitting off-camera on a director 's chair by a monitor . Gene shrugs at him .The audience claps , egging Joker on to tell a joke . Joker looks over at Murray -- his laughing fit finally subsiding -- and reaches into his jacket pocket and -- Pulls out his worn notebook , catching his breath . Looks through it to find a new joke .The audience laughs . Joker smiles , opens the page to Bruce Wayne 's photo , pauses for a moment then turns the page . Finds a joke --Murray makes a face like , `` Okay , I 'll go along with this . ''Beat .

The associate producer tries not to laugh , but she ca n't help it . The director looks over at her like she 's lost her mind .ON THE MONITORS , some of the audience cracks up . Joker smiles at the response . Murray Franklin shakes his head , smirking at the joke despite himself .Joker leans over interrupting Murray , whispers something to him .

Murray nods as Joker whispers .Joker puts the notebook back in his pocket . Crosses his legs , starting to get a bit more comfortable .The audience laughs .Murray 's not sure if this is part of his act .Laughter from the crowd .A few in the audience groan . A couple even laugh . Still think it 's just Joker 's edgy , off-kilter sense of humor . Don Ellis plays `` wha-wha-wha-whuuuuh '' on his trumpet from the band stand .Murray glances over at Gene in the wings . He gives him the `` wrap it up '' sign .The audience laughs .Beat . Studio audience ca n't tell if he 's joking or not . Murray ca n't either .

The director stares at the monitor .ANGLE ON MONITOR , Camera Three zooming in close on Joker 's face .

Gene Ufland is now standing up from his chair . Motions for Murray to kill the interview . Murray shakes his head to himself . This is a big `` get , '' it could be great television .

Sophie 's sitting on her couch watching this interview play out on TV . GiGi 's asleep next to her . The open envelope and the money are lying on the coffee table . No sign of the flowers anywhere .Sophie edges forward on the couch , can almost see a hint of agreement on her face .

Back on set , we can tell by the way Murray 's now interviewing Joker , talking to him slower , more thoughtfully , that he thinks this is gon na get him an Emmy ... Maybe even a Peabody .Some audible groans from the audience .Joker `` howls at the moon . '' It 's fucking weird .

OFFICERS AND DETECTIVES JUMPING INTO ACTION , rushing past a small portable black & white television sitting on one of the desks , hear one of them shout --ANGLE ON THE LITTLE TV , TIGHT TWO-SHOT OF JOKER looking at Murray .

That asshole just confessed to killing those Wall Street guys on fucking live TV!

Back on set . Joker looks straight at Murray .There is no more laughter . The audience is watching this exchange with full attention .Joker nods in agreement , yeah , it 's because of what he did .Murray pauses for a minute , not really listening to Joker , suddenly realizing the seriousness of the situation . He starts to turn to camera --And as Murray Franklin turns back to him , JOKER SHOOTS THE SIDE OF MURRAY 'S HEAD OFF -- Blood splatters all over the back of the set . Some spraying in Joker 's face . AUDIENCE SCREAMS ! Dr. Sally dives for the floor .

Sophie screams and jumps to her feet horrified ! Waking up GiGi who starts to cry when she sees what 's on television -- ON THE TELEVISION , Joker gets up and walks right up to the camera . Blood sprayed over his white painted face . Hear the studio audience still screaming , bedlam all around him .And as Joker waves goodbye to the home audience , a black & white `` INDIAN-HEAD TEST PATTERN '' cuts off the show -- `` PLEASE STAND BY '' HERB ALPERT 'S `` Spanish Flea '' plays underneath . Beat .

BACK LIVE IN THE STUDIO , JOKER 'S TACKLED BY TWO SECURITY GUARDS AND SOME STAGEHANDS , still hear screams of terror from the audience around him . HIS FACE HITS THE SHINY FLOOR AS IF IN SLOW MOTION -- And we HEAR the soft and familiar opening to FERRANTE & TEICHER 's piano version of `` Send in the Clowns '' .CUT TO :

JOKER GAZING OUT THE WINDOW , at all the violence and madness in the city . We only see it in the reflection of the glass ... the fires burning ... the mob crowding the streets . Joker 's handcuffed in the back of the squad car moving slowly through the rioting , sirens wailing , red lights flashing , blood still splattered on his face . STAY ON JOKER 'S FACE AS HE HEARS THE POLICE RADIO CRACKLING , reports of rioters in `` Joker '' masks setting fires , breaking windows , looting stores . The images reflected in the window start to speed up as the officer driving weaves faster through the chaos .AND JOKER BANGS HIS HEAD HARD AGAINST THE STEEL MESH CAGE -- BAM .HE BANGS HIS HEAD AGAIN . BAM . BAM . Some blood is forming on his forehead --And when the cop driving turns back , catch a glimpse of someone or something running out into the street in front of the speeding squad car -- CLOSE ON JOKER AS THE SQUAD CAR SWERVES OUT OF THE WAY , Joker banging up against the door -- CRAAAASSSHHHHHH ! ! ! ! The squad car hits a parked car hard and flips over , sliding across the street on its roof --

Look what you caused, you freak, the whole city's on fire because of you.

Keep it up, asshole. Watch what happens when we get to the station.

SPARKS FLY UNTIL FINALLY THE UPSIDE DOWN SQUAD CAR COMES TO A STOP . Smoke rising from the wreck . Ferrante & Teicher 's piano only version of `` Send in the Clowns '' still playing ... Both police officers in the front seat are either unconscious or dead . We see movement in the back seat , hard to tell what 's going on inside . Suddenly the back door kicks open -- And Joker falls out of the car , landing hard on the street , one hand free , handcuffs dangling from his other hand . Hear sirens in the distance -- JOKER LEANS BACK AGAINST THE CAR , his face bloody , his body broken from the crash . Sitting there amongst the wreckage , can still see and hear the chaos , the fires burning all around him . He reaches for a jagged shard of broken glass -- And pauses for moment catching his breath , hand holding the jagged glass resting on his lap , wailing sirens getting closer , looks like he 's about to cut his wrists --

A WELL-HEELED CROWD LETTING OUT OF A MOVIE THEATER , the violence has even reached up here , the nice part of town ... Sirens wailing , gangs of punks wearing `` Joker '' masks running past , breaking car windows , fires burning ... Catch a glimpse of the lit up marquee listing the films playing , `` Blow Out '' and `` Zorro the Gay Blade '' . Hear `` Send in the Clowns '' still playing ... FROM BEHIND SEE A SILHOUETTED COUPLE AND THEIR KID hurry down the dark side of the street , ducking into an alley to avoid the chaos -- Catch a glimpse of a punk in a `` Joker '' mask following after them pulling a gun -- EXT . SQUAD CAR ( UPSIDE DOWN ) , STREET - CONTINUOUS Joker lifts the jagged shard of glass , handcuff swinging ... Passes by his wrist ... And starts cutting into the slit on one corner of his mouth , making his smile longer and wider . Blood pouring down his face , onto his hand ... Joker tearing into the other side of his mouth , jagged glass ripping into his flesh , spurting blood , handcuff swinging -- Sirens on top of him , red lights flashing over his face -- ANGLE ON JOKER LIT UP RED , done cutting his smile , letting go of the jagged bloody shard ... Leans his head back against the squad car , and closes his eyes , covered in his own blood . He 's finished . Now he is the Joker .

FROM BEHIND , FAMILY IN THE SHADOWS sees the guy 's eyes go wide behind the mask , pointing his gun , music swelling --And the punk shoots the man . Reaches out and grabs something off the woman 's neck before he shoots her as well . Both fall to the ground dead . Revealing their young son standing behind them -- CLOSE ON EIGHT-YEAR-OLD BRUCE WAYNE , closing his eyes as blood sprays across his face . He opens his eyes and looks up scared at the man in the `` Joker '' mask who killed his parents , Thomas and Martha Wayne . `` Send in the Clowns '' ends .CUT TO BLACK .A long beat . HEAR LAUGHTER . The sound of a man totally cracking up .FADE IN :

CLOSE ON JOKER , tears in his eyes from laughing so hard . He 's enjoying it , not trying to get it under control . His head 's been shaved . He looks medicated or maybe even lobotomized . Wearing white institutional clothes . HIS NEW SMILE IS ALL STITCHED UP , cut deep up the corners of his mouth . Forming a longer , `` happier '' smile . He 's sitting across from an overworked HOSPITAL DOCTOR ( 50 's ) , African American woman . Somehow it 's the exact same room Joker imagined his mother was in some 30 years ago . The room and the doctor also look vaguely similar to the social worker and her office in the opening scene . The doctor just sits there , waiting for him to stop laughing . A weathered notebook is on the table in front of him . Finally , Joker stops himself .He takes a deep breath , his eyes are glazed over . His voice is scratchy , like he does n't use it much .Beat .Beat .Joker slowly nods .Joker slides his journal across to her . She picks it up and flips through the pages -- ANGLE ON JOURNAL , blank page after blank page , there 's nothing inside of it . The doctor looks up at him confused . ANGLE ON JOKER , a smile creeping across his face . And we HEAR the groovy organ opening to FRANK SINATRA 's anthem `` That 's Life '' ... Beat .

From behind , see Joker shuffling down the hallway past all the other mental patients , an orderly by his side . Sinatra starts singing . And Joker does a slide step to the music like he can hear it too ... into a skip ... and another slide step into a spin ... Dancing down the hallway into the sunset ...IRIS OUT :`` That 's Life '' keeps playing over credits .

MACREADY , 35 . Helicopter pilot . Likes chess . Hates the cold . The pay is good . GARRY , 46 . The station manager . Stiff . Ex - army officer . Wears a handgun . CHILDS , 33 . Six - four . Two - fifty . Black . A mechanic . Can be jolly . But do n't mess . BLAIR , 50 . Sensitive . Intelligent . Unassuming . An assistant biologist . DR. COPPER , 45 . Professional . A decent man . A good doctor . PALMER , 27 . Second string chopper pilot . Crack mechanic . Long hair . Slight sixties acid damage . NAULS , 22 . The cook . Bright . Black . Irreverent . But kindhearted . Roller skates . NORRIS , 44 . Stocky . Rugged looking . A geophysicist . An incipient heart condition . BENNINGS , 38 . A meteorologist . Dutiful . An old pro . CLARK , 24 . The dog handler . Likes it here . Good at his job . SANCHEZ , 21 . The radio operator . Hates it here . Lousy at his job . In the winter of 1982 these men were commissioned by the United States National Science Foundation to gather data concerning the physical and natural sciences on the continent of Antarctica . THE MAIN COMPOUND OF U.S. OUTPOST # 31 The interior is a cramped and never ending maze of hallways , passageways and doors which connect the many rooms and compartments within the compound . Sturdy , but prefabricated materials have been used in its construction . There is a laboratory . An infirmary . A kitchen and mess hall . A communications room and sleeping quarters . Other cubicles are for storage and supplies . The most spacious area of the building , and the main center of activity , is the Rec Room . Of the many entrance ways to this room can be seen the small work chambers with their sophisticated computers and other scientific equipment . The below quarter houses the generator and still other compartments for storage . A long underground tunnel connects the main compound to the dog kennel . A STARRY BLACKNESS From out of the billions , the smallest of specks drives slowly forward . It closes ; getting larger ; its features becoming more identifiable : a vessel . Flip - flopping ; out of control . Its stern roaring with flame . It passes ; its blue fire surging into the screen . `` THE THING '' A thundering . BLIND AND FERAL WHITENESS . Glacial desert . gusts of snow . superimpose : ANTARCTICA , 1982 , WINTER . A SOUND Loud and strident . A helicopter streaks across frame . It travels precariously close to the ground ; its chassis battered and swayed by the wind .

Red dials beam on the faces of two men . One carries a rifle and searches the horizon with binoculars . The other pilots . Their unkempt faces , their blazing eyes notate a wildness . They bark at each other in some Scandinavian tongue . Two men arguing like mad and desperate children . The man with the binoculars sights something .

It turns and snarls at the craft some fifteen hundred yards to its rear . Then whirls and gallops off . A gun blast kicks up snow at its heels .

Another blast of rifle fire as the man takes issue with his prey . The pilot slams a fist into his gunman friend and implores for better aim . The craft swoops lower and the engine is put into full throttle .

running feverishly up and over a hill of ice . A weather - beaten , wooden sign sticks up on the other side : U.S. NATIONAL SCIENCE FOUNDATION - OUTPOST # 31 A rifle blast kicks up more snow .

A large , almost snow - covered building . Not far from that a tall , meteorological balloon tower . A scattering of several small shacks at varying distances from the main compound . The smaller hovels are connected by wooden planked walkways and steadying ropes . Multicolored pennants stick put of the snow marking pathways and directions to outdoor experiments . A tractor and two helicopters sit idle , covered with mounds of continuously mounting snow . TWO MEN , NORRIS AND BENNINGS standing some thirty yards from the main building are in the process of letting up a large red balloon . Childs , a hefty black man , is twenty yards away tinkering with a snowmobile . Their beards are caked with ice . It is winter and it is harsh . The faint sound of the copter turns their attention . THE COPTER flying ever lower now . The man with the gun leans dangerously outside and fires away at the dog as it nears the outpost . THE MEN outside the compound look to one another , incredulous . THE COPTER much too low now , and chastised by the wind , attempts a high - speed landing , directly on the heels of the sprinting dog . It bounces violently on the hard - packed surface . Once . Twice . Passing the dog . A third bounce sends it skidding . It flips ; its blades snapping off like toothpicks . It lands belly - up , soundless except for the whine of its engine . The man with the gun rolls out before the explosion .

The half a dozen men , playing cards , monitoring equipment , listening to music - spring to their feet , startled .

The dog reaches Norris and Bennings , as they awkwardly wade through the snow , toward the downed copter . THE SURVIVOR of the crash , his eyes crazed with determination , struggles to his feet . Heedless of his companion , he double - times his way to the men and the dog . He reloads his gun and bellows in his Scandinavian tongue . Norris and Bennings have no idea what he is saying . The survivor waves his arms as if shooting them off , screaming as he does so ; his face now caked with blood . The two men are bewildered . The dog jumps up , licking and pawing them , imploring for safety . Blam ! The visitor fires . The men jump back in disbelief .Blam ! Blam ! The crazed visitor screams and fires as he stalks after them . His countenance ablaze , mad . Ice and snow kick up about the terrified Americans . A bullet smacks into the dog 's hip , sending it skidding and howling in pain . Childs , the black man by the snowmobile , takes cover , diving behind his machine . Bennings is hit . Norris pulls , drags him back toward the compound . The dog crawls along beside them . The intruder is relentless in his assail . He runs , screaming , firing , screaming , reloading and firing .

Yeah. I caught that he wanted the better part of my ass to come apart.

Seems they were spending a lot of time at a place four miles northeast of their camp.

Maybe the whole camp got bent. Something they ate. What about food poisoning, Doc?

And those poor dumb bastards had to go and blow the hell out of it.

Seismic activity has been pushing this are up from way down for a long time.

. This ice it was buried in. It's over a hundred thousand years old.

What in the hell for? Even if Blair's right - they'll just die out there. No food. They're over a thousand miles from anything.

. Do n't think I'd be up to it. Have n't been feeling well lately.

Total confusion . Some watch helplessly through the small , fogged - up and translucent windows . Others try to mobilize grabbing for their heavy jackets . CLOSE ON A .357 MAGNUM as it efficiently breaks through a windowpane and into the cold . A steady hand grips it firmly . THE SCANDINAVIAN getting closer . Kablam ! Suddenly , his head jerks back . He falls to his knees and then face down into the snow . NORRIS AND BENNINGS stare blankly , but relievedly at the fallen man . The dog whimpers in pain . CHILDS pokes his head out from under the snowmobile .

The rumbling of voices fades . The men adjust their eyes to station manager Garry , as he extracts his gun from the broken window , relieves it of its spent shell and puts it away .

Several men spray snow on the burning wreckage . There is no hope for the pilot .

CLOSE ON THE PALLID FACE OF THE SCANDINAVIAN INTRUDER A neat round hole is set in the middle of his forehead . Station manager Garry holds up something akin to an ID .Fuchs , a young and sensitive - looking biologist , stands closest to the large area map of Antarctica . Several men sit and stand around viewing the body that lies on two brought - together card - tables .Garry directs his attention to Childs , the large black man who had been working on the snowmobile . Next to him sits Norris , the rugged - looking , fortyish , geophysicist , who was one of the men being shot at .Garry motions inquiringly to Norris .

Quit the griping MacReady. Sooner you're there - sooner you're back.

Look, if you're going to keep bitching, MacReady - Palmer's offered to take him up.

Could be anything. Men in isolation. some beef that snowballed. got out of hand.

Well, stick with it. I want you at it round the clock. We got to get help in here.

If the weather clears enough before we reach anybody - I'm sending you and Doc up to MacMurdo.

Damn you, Blair! You've already got everybody half - hysterical around here.

I've got six dead Norwegians on my hands, a burned up flying saucer, and we've just destroyed the scientific find of the century. Now fuck off!

You're not going to catch them in one of those with the start they got.

Hold on, damn it. We're getting nowhere. If this bit of Blair's about absorbing and imitating is true. then that dog could have gotten to anybody.

I suppose. well, it's possible someone might have lifted it from me. But.

But I guess you'll all rest easier if someone else is in charge.

I know you gentlemen have been through a lot. But when you find the time. I'd rather not spend the rest of the winter tied to this couch.

I just ca n't believe it. We're going to go down as the biggest bunch of assholes in history.

Nothing yet. But, MacReady, I've been thinking. If our dogs changed by swallowing parts of that other one. We better see to it that everyone prepares their own food and we eat out of cans.

Okay now, Mac, run this by me again. Thousands of years ago this rocket ship crashes, right? And the.

I just ca n't believe this voodoo bullshit. You believe this voodoo bullshit, Blair?

So, MacReady, come on now. These Norwegian dudes come by. find him and dig him up.

Now how's this motherfucker wake up after thousands of years in the ice, huh?

He got both choppers and the tractor. I do n't know how bad yet.

Who you trying to protect, mutherfucker? I'm telling you this S.O.B. could be one of them.

That key ring of yours is always hooked to your belt. Now how could somebody get to it without you knowing?

So what?! Is that supposed to leave him in the clear?! Bullshit!

No. The generator. You got the auxiliary box just off the kitchen. Get to it.

That's impossible, man! Okay, Clark, out of the john where I can see you!

Was n't enough time. Generator was out, what? Thirty minutes. Takes the bastards an hour, maybe two to absorb somebody.

He was working on a test. Fuchs must have been onto something. These bastards got scared and got rid of him.

Nothing human could have made it back here in this weather without a guideline.

You're a dead man, MacReady - or a dead whatever the hell you are!

It'll turn black again soon enough. Then I guess I'll be losing the whole thing.

The fire's got the temperature way up all over camp. wo n't last long though.

If you're worried about anything, let's take that blood test of yours.

Dr. Cooper , mid - forties , works on the outstretched leg of Bennings , the meteorologist . Clark , the dog handler , is mending the hip of the wounded dog off in the corner . Bennings lets out with an ouch .He helps a shaken Bennings up off the table .The dog yelps and whimpers as Clark tries to calm him .

What in the hell were they doing? Flying that low. shooting at a dog. at us.

Guys as crazy as that could have done a lot of damage to their own before they got to us.

Screw regulations! Four guys could be crawling around on their bellies out there!

MacReady and I were listening to some of these cassettes on the way back.

Blair, I'd like you and Fuchs to help me with autopsies on this one and the one Garry shot this morning.

Theoretically any of us could be whatever the hell this thing is.

It's a simple blood typing test. This Thing's blood chemistry is different than ours. Basically we mix someone's blood with uncontaminated human blood. If we do n't get the proper serum reaction - then that person is n't human.

Now. wait a second, Garry, you've been in here on several occasions.

Damn it, quit the bickering and give me a hand. Wheel that fibrillator over here.

Palmer, turn on that oxygen and hold the mask over his face. Childs, grab his shoulders.

Ca n't condone it myself. But it is a short haul. Hour there, hour back.

Travel - wise, tomorrow may be okay. But after that some pretty nasty northeasterly shit's coming in.

He's in the radio room. Got a gun. Beat on Sanchez something fierce.

All right. Box of dynamite. box of thermite. three shotguns. box of flares. two flare guns. thirty cans gasoline. and a case of alcohol.

I do n't know what the hell's in there, but it's weird and pissed off, whatever it is.

No. Just that he recovered real quick. That night when I found him in the rec room, he had already scraped off his bandage. Before I put him with the others, I redressed his wound and noticed it had healed up real good.

Well, after I worked on him - thought I'd let him rest. Left the room for a bit. When I came back, he was gone.

Ah. He was hurt bad. Bullet nicked an artery. I do n't know. An hour. hour and a half.

I have n't seen them since their last feeding. Could be as much as twenty - four hours.

Would I even have told you they were gone if I had anything to hide?

Blair , senior biologist , fifty , balding , leans against the entrance door . He looks on as the young , bored - looking radio operator , Sanchez , attends to his equipment . Bursts of static .

Look, I have n't been able to reach shit in two weeks. Doubt if anybody's talked to anybody on the whole continent.

We're a thousand miles from anybody else, man. It's going to get a hell of a lot worse before it gets better.

I'll see what I can do. But they did n't teach me much about fixing these things.

You guys going to let him give orders? I mean he could be one of those Things.

I'm not sure it is any kind of cell structure. Biologically speaking.

Whatever that Norwegian dog was. It. It was capable of changing its form.

. when it attacked our dog. it somehow was able to digest. or. absorb it. and in the process shaped its own cells to imitate our dog's cells exactly.

. This for instance is n't dog at all - it's imitation. We got to it before it had time to finish or.

I think the whole process would have taken an hour. maybe more. And then I suppose both would have changed back to dog form.

Of course not. But whatever it was revived, it. Well, The Thing was probably disoriented. and realized it could n't survive for long in our atmosphere. But being the incredibly adaptable creature it was. it tried to become something that could. Before the Norwegians killed it. it somehow got to this dog.

It was a life form that was able to imitate and reproduce, whatever it ate or absorbed, cell for cell.

The concept is staggering. I know. I. I do n't fully understand it myself.

I think we're talking about an organism. that could imitate other life forms. perfectly. It could have gone on and on. It could have become one dog. It could have become as many dogs as it wanted to - and without losing any of its original mass.

Well. there's still some cell activity. it's not entirely dead yet.

Clark, did you notice anything strange about that dog? Just anything at all? Any little thing?

No. No, you ca n't let anyone in here. That dog was all over this camp.

Do n't you understand?! That Thing did n't want to become a dog.

Anybody interferes, I'll kill! Nobody's getting in or out of this camp.

You think I'm crazy? Fine! Most of you do n't know what's going on - but I'm damn well sure some of you do!

You think this Thing wants to become an animal? Dogs ca n't make it 1000 miles to the sea. No skua gulls to imitate this time of year. No penguins this far inland. Do n't you understand?! It wanted to become us!

Ca n't you see? If one cell of this Thing got out it could imitate every living thing on Earth. Nothing could stop it! Nothing!

And I do n't want any more food with sedatives in it. I know what you're up to. Do n't think I do n't. And if anyone tries to get in here - I've got rope. I'll hang myself before it gets to me.

I've changed my mind. I'd. I'd like to come back inside. I do n't want to stay out here any more. Funny things. I hear funny things out here.

Fuchs? No, it's not Fuchs. You must let me back in. I wo n't harm anyone. I promise.

I promise! I'm much better now! I'll be good! I'm all better! Do n't leave me here!

Nauls , the cook , glides along on his roller stakes down one of the many narrow hallways that connect the various compartments of the main compound . He is black , a little mischievous , about twenty - two . He comes to a flashy skidding stop at one of the entrances to the rec room area , where the men are gathered with the dead Norwegian .Palmer , a spacy , twenty - seven year old , novice pilot and mechanic , grins as he lights a joint . He directs a remark to station manager Garry .Garry rebukes him with a stern look and then turns to Fuchs .Fuchs leafing through a pile of papers .Dr. Copper enters the room . Bennings limping after him slightly .Palmer smiles and flips the cook the bird .The men 's attention turn to Copper .Garry still does not much like the idea . Palmer takes another hit off his joint .Slight laughter from some of the men .

Was wondering when `` El Capitan'' was going to get a chance to use his pop gun.

Bullshit, Bwana, sweetheart. Five minutes is enough to put a man over down here.

Which one you muthers been tossing his dirty underwear in the kitchen trash?!

Lighten your load, sucker. You ai n't the judge and executioner around here!

That thing's too smart to be hiding any more of its clothes, MacReady.

It was stashed in his old coal furnace. wind must have dislodged it. I do n't think he saw me find it.

Made sure I got ahead of him on the towline on the way back. cut him loose.

Got Sanchez. World War Three would n't mess with this fucker. Can go through walls. And it's like all over the place.

Happens all the time, man. They're falling out of the skies like flies. Government knows all about it. Chariots of the Gods, man. They practically own South America. I mean they taught the Incas everything they knew.

Read von Daniken! Have you read von Daniken? Get your facts straight!

How's that Thing get to the dogs? I though we stopped it in time.

Where's that magneto? Ca n't find a darn thing around here any more.

You've got to get up to supply, Mca. If we do n't get this thing started soon, it'll freeze on us and we'll never get it going.

Tons of stuff's been missing around here. Magnetos, cables, wire.

Do n't get near'em. The plants! They're alive. Those things can imitate anything.

Why did n't it imitate Fuchs? Is n't that its number - to get more recruits.

Norris , bundled in his sixty - five pounds of clothing , exits the main compound . He walks the prefab wooden planks up the precipice ; his destination is someone a hundred yards up the slope - to a shack . He grabs onto the steadying ropes and pulls himself against the wind and blowing sleet .

being dumped into a glass , followed by the pouring of whiskey . An electronic Voice is heard .MacReady takes a sip of his drink ; makes his way over to his electronic chess game . A large Mexican sombrero hangs on his back . He is tall ; about thirty - five . His shack is sparse but unkempt . A few centerfolds on the wall are interspersed by an occasional poster of some Mediterranean or South American paradise . The chess game is of larger than normal size . The pieces move automatically with the press of a button . He sits down and chuckles over his opponent 's bad move .He confidently taps out his move . His companion 's response is immediate .MacReady 's grin slowly fades as he examines the board . There is a pounding at his door . MacReady broods for a bit , heedless of his visitor and makes his next move .More impatient pounding . MacReady glares at his opponent for a beat . He bends forward , opens up a flap containing the chess game 's circuitry and pours in his drink . There ensues a snapping , popping sound as smoke and sparks rise from the machine ; followed by a flush of chess gibberish . MacReady gets up from his seat , mumbling on his way to the door .He opens the door . Norris steps in followed by a flurry of snow and wind .

Poor little son of a bitch. You're starting to lose it, are n't you?

We got any more of those electronic chess things down in supply?

So, I do n't want to end up crawling around with them when we go down.

What are you talking?! He's had two months training in those choppers!

And the horse you rode in on. Sixteen for how long?! You ca n't predict this time of year.

It's getting late. Hurry it. I'm going to check the last few rooms.

Little ice core drilling. some seismology. glaciology. same old shit we do.

So it crashes, and this guy, whoever he is, gets thrown out, or walks out, and ends up freezing.

Yeah, they dig him up and cart him back. He gets thawed out, wakes up and scares the shit out of them. And they get into one hell of a brawl.

I do n't know how. Because he's different than we are. Because he's a space guy. What do you want from me, anyway. Go ask Blair.

Fuck history. At least we're going to live to be an old bunch of assholes.

Now in Mexico. Tahiti. They got ice. They got ice coming out of their ears.

He smashed one of the choppers up good. Childs, go check the other one and the tractor.

Look Blair, maybe you're right about this. But we've got to be rational. We've got to talk this over. I'm unarmed and I'm coming in.

Know what you mean, Blair. Trust is a tough thing to come by these days. Just trust in the Lord.

Get these things out of supply and meet me over by the snowmobiles.

Palmer, how long would it take you to strap those big four - cylinder carburetors on?

Nauls found this yesterday. It's ripped just like the clothing on the Norwegian we brought back. The same thing was happening to Bennings' clothes when it got to him. Seems these Things do n't imitate clothes. Just flesh and bone.

Doubt if it got to more than one or two of us. But it got to someone.

From what we know this Thing likes to go one on one. So we stick together as much as possible. In two's and three's.

Well, we keep them loaded. Stash them here in the rec room and watch'em twenty - four hours.

Also. When this Thing turns. it turns slowly at first. I think we can handle it in that state. But if it ever got to full power. from what I saw of that Norwegian camp. well, I just do n't know. It would probably take it an hour or more to get like that. So no matter what anybody's doing, we all return to this room every twenty minutes. Anybody gone longer than that. anybody trying to leave. we kill'em.

That storm's going to start ripping any minute - so we do n't have much time.

If he's one of those Things, we've got to get to him before he changes. Nauls, you and Childs and I'll check the outside shacks.

Cut the bullshit. Okay, Sanchez, you come with us. Norris. you stay here.

Any of them move - you fry'em. And if you hear anything, anything at all you let loose the siren. We all meet back here in twenty minutes regardless.

. Come on, damn it. The towline snapped. Been crawling around like a seal out here.

So you sweethearts had yourselves a little trial. I just may have to kill you on general principle, Nauls.

Ever occur to the jury that anybody could have gotten to some of my clothes and stuck them up.

Norris looked pretty dead, himself. Bullets do n't kill these Things.

Watching Norris in there. gave me the idea that maybe every part of you bastards is a whole. Every piece of you is self - sufficient, an animal unto itself. When a man bleeds it's just tissue. But blood from one of you Things wo n't obey. It's a newly formed individual with a built - in desire to protect its own life. When attacked, your blood will try and survive - and crawl away from a hot needle say.

I did n't think you'd use that fibrillator on Norris if you were one of them.

Thought you'd feel that way, Garry. You were the only one who could have gotten to that blood plasma.

You and Nauls got to block off the west side bunks, the mess hall and the kitchen.

Chance we got to take. We got to force him to come down the east side to the door we got rigged.

I'm going to blow the generator when you get back. He'll have to come for us - or freeze.

Sodium cyanide. We place them between our cheeks and gums. This Thing ca n't imitate anything that's dead.

If it gets a hold of you - bite down. They're supposed to be fast and painless. Now move.

Okay, creep! Just you and me now! Be on your toes! We're going to do a little remodeling!

You like whiskey? Come on, join me for a drink. Be good for you. Grow fangs on your chest.

Sweetheart, it's going to get mighty cold in here soon. You better make your move. I mean, hell, I'm only one person.

I know you're bugged because we ruined your trip, right? Spiffy little toy you had there.

If we've got any surprises for each other - we should n't be in any condition to do anything about it.

One of the grounded choppers is being readied for take - off . Childs holds a huge industrial torch to the engine , warming it up .

Garry , Bennings , Dr. Copper , Palmer and MacReady wind their way through the slender corridors on their way to the chopper . Dr. Copper carries a satchel of medicine supplies . MacReady , going over his flight chart , looks mad as hell . Dialogue overlaps .

Dr. Copper sits next to MacReady , who is at the controls . MacReady tightens the string of his sombrero around his neck and starts up its choking engine . MacReady fights violently with the controls as he struggles to get the craft into the air . It finally rights itself and moves up and off into the grey - white sky .

A couple of the men mingle in the area . Clark , the dog handler , looks out the window .The dog , a large bandage on his hip , wades through the room . Under tables . Past men 's legs . It hobbles slightly . No one takes notice .

moves over a ridge of ice . Columns of smoke can be seen rising ominously from a quarter mile off .

As they near , the smoke looms thicker . A black , tar - like gush ; billowing up into the grey sky from the whiteness below .

Smoke climbs upward in the f.g. MacReady sets his craft down . Pull back to reveal the camp itself : resembling the aftermath of a western fort , sacked and ravaged by Indians . Small fires and debris are strewn everywhere . The prefab Administration Building exposes gaping holes . Smoke rises from the almost entirely snow - buried Quonset huts . Embers swirl in every direction .

The two men look at each other in silence . They get out . CLOSE ON A LARGE , MAKESHIFT FUNERAL PYRE smoldering to a close . A hastily conceived crematorium . Wood , books , furniture , tires , anything that will burn has been mixed together with the charred remains of several dogs and the body of a man . Curious mounds of a melted and blackened goo are heaped within the mess . A small can of gasoline lies nearby . A large oil drum not far off . MACREADY AND COPPER their faces ashen as they take in this grotesque sight . MacReady turns to view the Norwegian compound . He then exchanges a look with Copper . MacReady heads back toward the chopper . THE CHOPPER MacReady unhinges the shotgun that is latched to the panel behind the seats .

MacReady and Dr. Copper stand hesitantly amidst the wisps of snow and embers . MacReady tries the door . It is unlocked . He slowly pushes it open with his gun . A creaking . A long pitch - black corridor . Copper shines a flashlight .No answer . Just wind . They exchange a look and enter .

The two men move slowly . It is dank and cold . Their breath , bleating like exhaust . A soft , steady wind howls overhead . The flashlight is not much help . Further down , they hear a faint hissing sound . As they get closer it more resembles static . The flashlight finds a door at the end of the corridor . The sputtering static comes from within . The face of the door has been shredded . An ax sticks out from its middle . MacReady wrenches out the ax . There is blood on it . The men acknowledge this for a beat . MacReady tries the knob . It opens slightly . Something is blocking it from the other side .Nothing .Nothing .MacReady pushes against the door .They push , shove , grunt . The door gives a bit . Finally more . It widens enough for MacReady to see that a large computer - like machine is blocking their path . MacReady wedges in and shines the flashlight . It is the communications room . Holes in its roof have allowed in the freezing cold . The flashlight exposes the back of the radio chair . One more nudge allows them into the room . A beat as they catch their breath . MacReady spots a Coleman lantern . He lights it with a match . Holds it up . The brighter light exposes the top of a man 's head sitting in the radio chair .The chair rocks slightly with the gentle breeze . They inch closer . A yard from the chair , MacReady stops the Doctor . He pokes his gun at the chair 's back .Dr. Copper spots something . From the man 's wrist on the armrest , he follows a long , yarn - thick , red line , ending in a pool of frozen blood on the floor . The two men step around the chair . The Norwegian stares up in blanched death . A gaping black hole for a mouth . His throat and wrists slit . An old - fashioned straight razor in his lap . MacReady turns off the hissing radio , and marches to the other door . It is locked and barricaded .The two men free a machine - like obstacle from the other exit . MacReady opens a lock and pushes the door open . More blackness . Stronger wind . Copper holds the lantern high as they make their way down a row of wooden steps and into a cavernous , underground causeway .Whap ! Something slaps into the Doctor 's face from the darkness . The lantern crashes to the ground . The Doctor stumbles , falls . MacReady grabs the flashlight and whirls in different directions . A panting beat . Silence . Dr. Copper holds up what hit him . A thick centerfold , buffeted by the wind . MacReady takes it .MacReady pockets it for further viewing .

The supporting beams have long since buckled and cracked from the constantly moving ice underneath . The evidence of fire has further weakened the foundations . The wood creaks overhead . Bits of ice and silt trickle down . The two men walk hunched , cautious . MacReady gingerly tries to make his way around a broken and smoldering beam . He brushes it gently sending a shower of debris from the yawning roof . The two men wait until it subsides and then moves on . Further down . MacReady 's knee bumps into something along the wall , causing him to stumble slightly . He shines his light on it . An arm is sticking out of a steel door about three feet off the ground . The door has been slammed shut . The arm pinned , its fist still gripping a small welding torch . The flame long since gone out .He tries the door . Unlocked . It opens . The arm drops to the ground . It has been severed by the force of the slam . Its owner is nowhere to be seen . MacReady , sickened , coughs . Dr. Copper mumbles .They step over the arm and into another slim passageway . Moving along they come to rest in front of a door with Norwegian lettering on it . MacReady pushes it open with his foot . Dozens of papers fly about , flailed by the holes in the Quonset hut - style roof . The place is a wreck . They enter . MacReady surveying the small room with his flashlight .Broken beakers , test tubes , a microscope are illuminated . MacReady notices a video camera .Copper makes his way over to the main work table . He shuffles through papers , glancing at the writing .Dr. Copper bends down and begins gathering the papers , strewn about the room .He exits . Amongst the rubble , Dr. Copper finds a pocket tape recorder and several cassettes . He selects a tape and is about to pop it in when he senses something to his rear . He turns . Looks . A beat . Nothing .

Debris and wood flush down on him . The receding ceiling had been blocking the door from above . He brushes his coat and shines the light upwards . The ceiling is a shambles . He then shines the light deeper into the room .

Dr. Copper is playing the small tape recorder . A casual Norwegian voice drones on as if making notes . He fast forwards . The same casual drone .

Dr. Copper enters , squeezing in , through the door . The wood cracks overhead . More debris comes falling down .Copper dusts himself . MacReady stands before a huge block of ice . Fifteen feet long . Six feet wide . Four feet tall . It has partially melted , but its thawing process has been stopped by the now freezing temperatures within the outpost . Its one curious feature : the middle has been thawed and scooped out . Giving it the appearance of a large bathtub . The two men study it uncomprehendingly . MacReady 's gaze turns to a large metal cabinet at his left . He moves for a closer look . Several photographs are pasted to its door . Small snapshots of the Norwegians at work and play . He tries to open it . Stuck . The partially caved - in ceiling is slightly blocking the top of the door . He tries again , careful not to dislodge the wood and plaster above . Bits of dust float down .His grip is too strong . It gives suddenly , unexpectedly . The large metal door flies open . Large chunks splash from the ceiling . They come thumping to the floor , behind and in front of the open cabinet door . MacReady coughs and waves away the dust . He peers inside . Nothing much . Some empty shelves . Some small scientific gear . His flashlight then locates a large photograph taped to the inside of the cabinet door . It is a picture of five Norwegians , arm in arm , all smiles , toasting each other . They are on either side of the frozen block of ice , pridefully displaying it for the camera . The block looks much thicker . Its interior opaque . MacReady looks to the block of ice and then back to the photograph . He untapes it , pockets it and shuts the door . An armless corpse swings into his face from behind the closing door . Dislodged from the ceiling , the body and MacReady go crashing to the floor .

The loud beat of Warren Zevon 's song , `` The Werewolves of London , '' can be heard throughout the compound . The room is empty . Close on a video pong game , its ball of light lazily traveling back and forth . The dog , its tail wagging , its bandage on , walks by .

Zevon 's record is blasting from Nauls ' stereo . He skates from the big walk - in freezer and plunks down a large side of beef on the wood - cutting table to thaw . He skates from pot to pan keeping time with his sounds . He smells . Tastes . Adds a little something here , a touch there . He clearly enjoys his work . Station Manager Garry stops past the open door .He skates over and turns it down , but not much .

Garry enters and sees that Sanchez has nodded off in front of his receiver . His headgear is still on . Garry walks over and turns up the volume , the static jolting Sanchez awake .

An empty hallway . Larger than most . Doors to several sleeping quarters on either side . The dog slowly walks through . One of the doors is open up ahead of his left . The dog stops in front of it and looks in . Someone is inside . Inside the small cubicle , a slight portion of a man 's back can be seen as he sits bent over a chair ; his large shadow displayed on the wall . Back in the corridor . The dog looks up the hall once and casually to the other end . No one . He enters the room . The sound of a man 's voice , too indistinct to tell whose , mumbles :A beat . The sound of a glass breaking . A muffled scuffling . The door is slammed shut from the inside . And then silence .

Fuchs , the young biologist , is finishing up his daily jog around the compound . He stops at the end of a long Quonset hut almost completely buried in the snow . The hut is fifty yards long and connects to the main compound . He enters a tunnel from a latch door up top .

He jogs down the steps , passing the underground dog kennel and trots toward the compound through the long narrow tunnel . He passes and waves to Clark , who rolls along a wheelbarrow of dog food . CLARK opens the door to the small kennel and serves up the dinner . The dogs , about seven of them , yelp and bark eagerly .

near the fuel supply bladders . Older and more rickety than the quarters above . Childs waltzes through , humming , a big smile on his face . He stops at a door with six locks on it . Different kinds . Combination locks , key locks , etc. . He opens each one separately .

Inside are several marijuana plants . Sun lamps beam down on them . Childs inspects them with a wide grin .He moves over to a tape deck , selects a cassette , grins back at the plants and turns it on .He waters them carefully , as Al Green sings softly . He hears a panting and turns around to see the dog . His bandage is gone .The dog is shooed off . Childs turns back grumbling .

Blair passing through , holding a chart and carrying a rack of test tubes , notices a large bandage on the floor . He picks it up , inquiringly . It is mangled and shredded .

Palmer works on the generator . He hears the sound of approaching propeller blades from outside . And then the sound of his tool box crashing to the floor . He turns to see what caused the ruckus . The dog , who has entered the shed , has jumped on the work table and upended the tool box on its eagerness to look out of the above window . Palmer curses under his breath and calls out .THE DOG It paws at the window and watches as the chopper , carrying MacReady and Dr. Copper , fights against the newly arrived heavy winds and lands safely .

Garry , MacReady , Dr. Copper , Norris , Bennings , Blair and his assistant , Fuchs , are present . The small Norwegian video unit has been set up and its contents are being viewed on a TV screen . Grainy , home movie - ish , no sound . The proceedings are grim . Shots of the Norwegian 's at work . Others of them playing soccer on ice . Generally the footage is a prosaic record of their day - to - day life . Norris shuffles the bundle of notes Dr. Copper brought back with him .MacReady , working on the video machine , answers .The present footage is a shot of them all naked and probably drunk , holding a sign across their waists as they stand outdoors in super - freezing weather .MacReady turns on the light and shuts off the video machine . He then slides the portable tape deck across the table to Dr. Copper . They exchange a look .A Norwegian voice drones on calmly , making verbal notes . Norris shrugs .Dr. Copper fast forwards . The calm voice continues . And then a loud blast , followed by pounding . The sounds of confusion . Voices . Loud . Frenetic . Men 's feet running up and down wooden floorboards . A gurgling . A hissing . Screams . And then a screeching . More blasts mixed with the din of wild , carnage - wrought cries . And then more screeching . A screeching unlike anything these men have ever heard . The men look from one another in silence as they listen . Dr. Copper turns it off .Dr. Copper taps the tape deck pensively .He glances at MacReady , and then back to the others .

Dr. Copper and MacReady begin dumping the heavy contents of a large plastic trash bag onto the slab .Displayed on the slab is what appears to be the corpse of a man . Badly charred . What is left of the trousers and shoes of the bottom torso are ripped and split , as if his legs and feet had burst from the inside . His upper body is an almost undecipherable gnarled mass of protoplasmic mush . The head is strangely disfigured and looks larger than normal . It is situated not on its shoulders but near the abdomen . Tendon - like appendages are wrapped around the carcass and sticking up and out in odd postures . One is wrapped around the body 's left leg . The shirt has been ripped and lies shredded in the tar - like mess . The men grimace .Blair , sickened but fascinated , pokes at the tendon - like things and the tarry goo .

Foosball . Nauls and Clark are going at it hot and heavy . Sanchez sits off in a corner thumbing through an old issue of Photoplay . Bennings , Norris and Garry are engaged in a card game . Bennings is about to play a card when he feels something under the table . He looks . It is the dog .

larger than most of the other rooms and well - equipped . Dr. Copper is performing an autopsy on the Norwegian intruder , killed early that morning . Blair sits over his microscope , while Fuchs prepares slides . The other body is draped with a sheet , waiting its turn . Dr. Copper pulls off his gloves .

Clark leads the dog through the long , cold tunnel toward the kennel . A new dressing has been placed on its hip . He unlatches the door to the kennel and leads him in .

About twenty feet long , five feet wide . Poorly lit . Cramped with dogs . Some of them sleeping . Others pacing around and curious , greet their new companion , sniffing , panting and rubbing up against him . Clark pats the dog and several others , then leaves , latching the door behind him .

Childs lies in his cot watching a small television . The show is a tape of an American TV game show . He has seen this one too many times , extracts the cassette and injects another game show . Palmer is stretched out in the other cot , reading a comic book and smoking a joint . Childs beckons for it and takes a hit .

A small area , just off the rec room . Set up like a bar . MacReady is alone looking over the rest of the videotapes from the Norwegian outpost . Mundane to esoteric chores of Antarctic camp life . He looks bored .

Blair , hovering over the microscope , lays in a slide , focuses and motions for Dr. Copper to take a look . Copper is confused as he examines . He shrugs .Fuchs takes the opportunity to look . Blair moves over to the disfigured corpse and indicates one of the fibrous , tendon - like appendages .Fuchs is befuddled as he examines .Dr. Copper undoes his lab coat and lays it over a chair as he exits . Blair stares down ominously at the mutilated body .

A steady stream of sleet pounds the compound and small surrounding shacks .

Bleary - eyed , MacReady is in the process of blowing up some strange inflatable object . As he puffs away , he still keeps an eye on the Norwegian video tapes . His balloon begins to take shape . It blossoms into a life - size replica of a full - breasted woman . Something on the tape catches his eye . He rewinds , then starts it forward again . The screen shows the Norwegians on the surface of what appears to be an enormous , flat glacier . They are spread out on the ice around a large odd oval shape ; their arms outstretched . It fades to black and then a Norwegian comes on mugging childishly in front of the camera , apparently quite pleased with something . The tape fades to black again and the picture reappears . This time they have marked off the large oval area with flag sticks . Closer shots show three of the men digging a deep hole into the ice . There is a small patch of something dark and metallic at the bottom . MacReady leans forward , intrigued . The men are now sinking something deep into the ice at various points around the markings . MacReady squints and mumbles to himself .The tape jump cuts again showing a long shot of the markings . No Norwegian in sight . An explosion kicks up the ice . A beat as the ice sprays to the ground . Then the camera appears to shake as the ground beneath it quivers . Another immense explosion follows . An earthquake - like force throws the camera to the ground .The tape continues , distorted , unviewable . A distinct crack in the lens . MacReady lets go of his companion and quickly rewinds . The deflating mannequin is sent sputtering around the room .

Most of the dogs are sleeping or lounging . The new dog watches them calmly , silently . He takes several steps towards a group of about five dogs and sits upright . Completely still . He stares at them . A beat . The dogs are aware of something . They begin to seem a bit confused , uncomfortable . The new dog continues to stare . Sitting rigidly , unnaturally still . His eyes dead , lusterless black spheres . Bewildered , a few dogs start to pace . As if sensing something : a portent . A danger . But so odd . They begin a soft , purring growl . The new dog remains a statue . The growling builds . More dogs begin to pace . Nervously . Faster , encircling . Emitting hisses , snarls . The lack of response driving them into a frenzy . Barks . Growls . More frenetic pacing . The din escalating . Three dogs start to close in on the stranger . They attack . THE SHADOW OF THE NEW DOG against the kennel wall . The shadow suddenly lurches upward , seeming larger . The kennel roars .

MacReady is still going over bits of the same footage , fascinated . He hears the far - off clamor of the dogs .

He , too , bothered by the noise , tosses and turns in his sleep .

Clark snores . MacReady has entered .No response . MacReady nudges him . Clark rolls away , annoyed . MacReady pinches his snoring nose , cutting off the air . Clark sits up , groggy .

Clark , sleepy , irritated , makes his way down the freezing corridor . The wind soughing loudly overhead . CLARK reaches the kennel door . The savage outpouring of noise from within baffles and angers him . He unlatches the door .Smack ! Just as he opens the door , two dogs , as if jettisoned from a cannon , knock him off his feet . Growls , barks , snarls . And a screeching from within .

MacReady is fetching himself a beer . The sound of the far - off screeching . He freezes . A beat . He turns and sprints . HIS BEER CAN as it smashes the glass of the fire alarm . He pulls the lever .

The alarm is blaring throughout the camp . MacReady , Garry , Norris run through the narrow tunnel led by Clark . MacReady carries a shotgun . Garry , half - dressed , has his .44 . Clark , a fire ax .

Chaos . Men , half - naked , bounce from their cubicle . Pulling on their pants , digging into shoes .

as the men approach the locked kennel door . The two dogs , thrown into Clark , back ferociously and scratch at the door trying to get back in . One is badly bloodied . The fight inside rages on . MacReady and Clark brace themselves by the narrow door . Norris and Garry hold back the two hysterical dogs . Clark undoes the latch and he and MacReady enter the kennel . The light has been broken and it is pitch black . MacReady snaps on his flashlight . Norris and Garry ca n't contain their animals and the dogs burst into the room . They smash into MacReady and send him sprawling . Total confusion : the dogs ; the men ; the screeching ; the blackness .MacReady gropes for his flashlight and rights himself . He finds Clark . Then shines it around the cramped room trying to get his bearings . The light finds a mass of dogs in a wild melee in the corner . Barking mixed with hissing , a gurgling , a screeching . Dogs being hurled about and then charging back into the fray with a vengeance . The flashlight illuminates parts of some `` thing . '' A dog . But not quite . Impossible to tell . It struggles powerfully . Garry pokes his head into the blackness .MacReady aims his shotgun at the entire pack .Clark wades into the pack , grabs at dogs ' hides and throws them back . He then wields his ax into the fray , chopping and hacking away at the gurgling , hissing silhouette . From out of nowhere , a large , bristly , arachnid - like leg springs up and wraps around Clark 's ax . It sends Clark smashing violently into the wall . OUTSIDE More men running , nearing the kennel . Several squeezing in with Garry , trying to get a look . INSIDE MacReady fires several rounds . A dog is flung at him , knocking him and his flashlight once more to the ground . Garry squeezes in and begins blasting away in the direction of the hissing and screeching . A dog is hit . MacReady crawls for his flashlight .Blam . Blam . Garry continues firing at the silhouette .

Childs , huffing and puffing , lugs the huge industrial torch toward the crowded kennel doorway .

Childs scrunches in , disoriented by the blackness , and bumps into Garry , knocking him off balance .MacReady signals with his flashlight and then points it at the gathering of snarling dogs .Childs lets loose with a burst of blue flame . A mewing , a screeching . Part of the kennel starts to burn .Childs moves closer , continuing his assault on the hissing , gurgling presence . Men charge into the room and begin spraying dogs and burning walls . Dogs and men choke and cough amidst the smoke and CO2 . The screeching lessens . The hissing and gurgling fade . Childs turns off his torch .

Those of the men that have gathered exhibit a pale and quiet uneasiness . Blair , in silent awe , stands over the badly burned corpses of two interlocking dogs , that lie before him on a table . They are connected as if they were one animal . Though , the one wearing the remnants of Clark 's bandage is much larger and appears less dog - like . Its entire torso is cracked and peeled , as if its innards were trying to burst out . Odd appendages , recoiled and withered by the flame , are wrapped grotesquely about both bodies . Clark , his eyes set in glassy stare , sits in shock . Nauls comforts him . Childs stands nearby smoking a joint and staring at the floor . Blair , transfixed , continues hovering over the united cadavers . Weighing . Thinking . A very worried look on his face . The dead bodies of two other dogs from the kennel are not far off .

Fuchs is attending to the shredded bodies of three other badly wounded dogs .

Nauls pats Clark on the shoulder and grins , trying to pick up his spirits .Clark turns to him with a childlike smile .

Norris is going through some maps . MacReady is bent over his shoulder . Norris finds the one he 's looking for .Bennings pokes his head in the room .

Station Manager Garry has joined Blair by the stuck - together bodies . Blair motions to the bandage .

MacReady pilots . Young Palmer and Norris are with him . It is clear but the winds are troublesome . The ride is a shaky one . Norris refers to their map . He points .They aim for a large mountainous wall . As they go up and over . they see : FLAT , GLACIAL EXPANSE On the surface , an enormous blackened oval shape .

All the bodies of the dogs have been brought in . Fuchs stands by as Blair studies through his microscope . INSERT - A MICROSCOPIC SAMPLING of two cells . They appear to be much different from each other . They are joined at the ends but are completing the process of breaking off from each other . ON BLAIR A disturbed look on his face . He checks his watch , as if timing the procedure .

as they walk along the ice . They come to a stop at the edge of a sharp drop . Pull back to reveal - the massive black hole about fifteen feet beneath the ice . Charred , gnarled and mangled metal are all that is left of what was once an enormous sphere . MacReady 's and Norris ' eyes meet each other in silence . Palmer is in awe .MacReady finds a burst thermite canister . He and Norris climb down . They move along amongst the wreck . Almost everything but the skeletal superstructure has disintegrated into a fine ashy powder . Norris digs for ice samples at the perimeter of the wreckage , while MacReady browses through the center . Palmer continues to marvel , as he walks around the oval , atop the ice . MacReady returns and kneels down next to Norris as the latter examines a piece of metal .Norris shakes his head no .Palmer calls out , waving them over .

The two men join Palmer about fifty yards from the oval . A large rectangular chunk has been cut out of the ice . It is fifteen feet long , six feet wide and eight feet deep . MacReady kneels down to observe . A beat . A gust of wind picks up the snow at their feet .

Fascinated , a few of the men are reviewing the Norwegian video tapes of the finding of the mysterious craft . MacReady sits quietly by his chess set contemplating a large glass of Scotch . Clark , less interested than the others , is flipping through the Norwegian nudie magazine . Blair , looking worried , sits off in a corner , pondering the photo of the block of ice and fingering a piece of crumbled - up metal brought back from the site . Childs , viewing the tapes , ca n't quite believe it all .MacReady is not listening .

Nauls , about to prepare dinner , scowls as he rummages through his many cabinets .He turns to examine the cabinets above the large stove . He spots something in the nearby kitchen trash can . Disgusted , he pulls out a torn and shredded pair of long johns .

MacReady theorizes .Blair says nothing , lost in thought . Palmer , stoned , a joint dangling from his mouth , is searching for information through stacks of old issues of The National Enquirer and The Star .Palmer shakes a magazine at him adamantly .Clark marvels at a particular photo .Nauls skates into the room . He shakes the crumpled - up pair of long johns in his fist .He flings it across the room . It lands on MacReady 's chess set .Nauls spins on his skates and storms off . MacReady fetches the strangely shredded underwear and rolls it up , while Childs paces .MacReady tosses the ball of cloth across the room into a trash bin .A beat as Blair stares straight ahead , transfixed . He speaks softly , to no one particular .The men take in his grave countenance .Blair turns to them . A pause . The men search his face .

as Blair rips it off exposing the tangled mess of interlocking dogs . Pull back . All the men have gathered . Some of the men settle into chairs , others stand .Silence .Blair slams his fist on the slab .Several of the men nearest the carcasses jump back knocking over a chair .

lying on the snow . Splash . They are being soaked with gasoline .Pull back . Fuchs is beside himself . Childs has the large torch . MacReady empties another can on the bodies . Dr. Copper stands nearby .Childs lights the tip . Fuchs makes a determined move for the torch .Childs struggles with him for a beat and then flings him to the ground . Dr. Copper grabs him preventing him from getting back up . Childs splays the remains with a jet of flame . Fuchs shakes his head in frustration and disgust .

The night feeding . Clark dishes out the food . Blair is taking blood samples from the remaining three dogs .A beat as Blair stares at Clark .Clark seems uneasy under Blair 's intense gaze .Blair stands , his eyes still glued to Clark .Blair 's eyes glaze as if in revelation .He backs out of the kennel .

Irritated , distressed , station manager Garry moves briskly down the hall . Blair , worried and pale , tries to keep up with him .Garry stops at the entrance to the communications room .Sanchez shrugs .Bennings interrupts , entering the hallway , referring to his meteorological chart .The men outside come stomping through the hallway .Close on Blair , ashen - faced , falling silent . As if in a daze , he watches the men as they continue to converse . Suspicious , frightened .

Pitch black except for the barest of lighting which outlines the building . Wind . The swirl of ice .

Far away from the others , MacReady sits in his little hovel putting the final screw into his mended chess set . On the other side of the set , his busty , inflatable companion has been propped up in a chair . His sombrero hangs down her back , keeping her in place . Hawaiian music plays from his tape deck .He puts down his screwdriver , holds up his glass and offers a toast with a big grin .He clinks the drink he has made for her that rests on her side of the board . He sips . He turns on the machine and makes his first move .The set answers for Esperanza .He flips open the circuitry panel in disgust . He tosses his screwdriver on the board and grabs his drink , downing it .He reaches inside his ice bucket . Empty .

Rook takes bishop at Queen four - Rook take pawn at Queen two - Rook takes Queen at Queen one - Checkmate.

MacReady exits . He swacks at a nearby bank of ice with a small ice pick .The sound of a clanking . He turns his attention . Metal against metal . Strange . MacReady listens . It appears to be coming from far off below , near the camp . MACREADY as he makes his way down with the aid of the steadying ropes . The clanking louder now . He senses the direction . MACREADY at the bottom near the main compound . The sound has stopped . He looks around in the near blackness . A beat . THE CHOPPERS sitting idle in the dark . MacReady approaches . The door to one of the cockpits is slightly ajar . He opens it cautiously .

MacReady slips in . He turns on a flashlight . The controls have been mangled . Beaten with something heavy . Bang ! MacReady , startled , turns . Like the sound of a gun . Coming from the main compound .

Confusion . Shouts . MacReady enters . He grabs Palmer as he and Bennings rush by .HALLWAY - RADIO ROOM ENTRANCE The men are on either side of the open radio room doorway . Garry peeks his head in . A gunshot blast forces him back . RADIO ROOM Sanchez lies on the floor , groaning . Blair holds the gun on the door . He wields a fire ax with the other hand and smashes down on the radio .HALLWAY MacReady has joined the others .Childs is off . RADIO ROOM Blair crunches the ax down once again , while keeping an eye on the door .BACK TO HALLWAYBACK TO RADIO ROOMHe brings the ax down hard on the radio . BACK TO HALLWAY Childs runs up , out of breath .Garry readies his large .357 Magnum .Norris double - times down the hall . MacReady turns the corner and into the rec room . He grabs one of the thick card tables . MacReady returns with the table to the hallway .NORRIS reaches the fuse box . He opens it . HALLWAY MacReady readies the table like a shield .The lights go out . MacReady charges into the black room . Blair fires . MacReady barrels into him , knocking him to the ground . He pummels him with a right hand and manages to control the gun . The others dive in and pile on .

Heavily - clothed , MacReady , Fuchs and Dr. Copper help a dazed Blair to a toolshed some seventy - five yards from the main compound .

More spacious than MacReady 's . Very livable . Two windows . Blair has been placed on the cot . Dr. Copper injects him with a sedative .

Fuchs and MacReady nail boards over the windows .Blair 's droopy - eyed , heavily drugged features loom up at MacReady through the window .Blair 's face disappears from the window .

Harsh and grey . Getting very dark as winter takes a stronger hold . Bennings is dumping the trash in a large hole in the snow which acts as the trash dump . Bennings finishes and drags the empty bins past Palmer and Childs , who are fixing the wounded choppers .

The radio looks a mess . Norris and Sanchez , a bandage wrapped around his head , examines the damage . He is in pain and still looks a little groggy .Norris smiles and pats him comfortingly .

CLOSE ON A BUFFET OF EGGS , BACON , TOAST , ETC. . Pull back . The men help themselves . It is a cramped , elongated room . Dr. Copper approaches Nauls and hands him a capsule .Clark comes running into the room , pallid , out of breath . The men turn to look .

CLOSE ON THE DOGS ' TRACKS in the snow . They lead from the kennel 's open stairwell and out onto the ice . All the men have gathered .MacReady is writing down what appears to be a list on a pad .Garry and several others turn to MacReady quizzically .MacReady hands his list to Bennings .He puts his arm around Childs and pulls him along . The others watch them walk off , a little bewildered .Bennings is reading MacReady 's list .

of the large torch . A fierce stream of flame bursts from its nozzle . Pull back . The stream has shot out some fifteen feet . Childs has been modifying it .CLOSE ON PALMER as he works on the snowmobiles . Into frame rolls a wheelbarrow on sleds . A box marked DYNAMITE is its most prominent article . Pull back . Bennings reads off the list of supplies .

The two vehicles rip across the hard , flat ice , bolstered by the added horsepower . They follow the still visible dog tracks in the snow . THE SUN sliding across the horizon , signaling midday . The snowmobiles whoosh past . Bennings drives the one loaded with supplies . MacReady and Childs double up on the other . MACREADY steadying his binoculars , while Childs drives , spots something up ahead . The vehicles slow down and come to a halt . Something lies just ahead of them in the whiteness , in the middle of the dog tracks . THE MEN kneel down by the `` something . '' It is the half - eaten remains of a dog . Its hind legs and lower stomach picked clean . Its ripped hide , flapping in the wind . Its top half missing .MacReady follows the line of continuing dog tracks .MacReady moves to the snowmobile and grabs a two - gallon can of gasoline . He turns to Bennings .A beat as MacReady takes this in . He pours the gas over the remains and sets it aflame .Childs and Bennings are not that anxious to continue .MacReady gets on and revs up the engine .Childs and Bennings return shrugs . THE SUN making its last pass , rolling off the horizon . Only a slight orange hue left . THE SNOWMOBILES move slower , positioned on either side of the tracks . The tracks abruptly change direction . The men come to a stop . It is much colder now . Their beards , a mask of white powder . MacReady surveys the new direction . They are headed toward a far - off ridge of bluffs . Large , windswept mounds of ice . THE SNOWMOBILES as they move through a valley of newly - formed dunes and tall ice cliffs . The last of the sun obscured , the headlamps are turned on and pointed at the tracks . The men look behind , in front , and from side to side , as they proceed cautiously through the maze . Up ahead MacReady spots : A DOG It sits , its back to them , unconcerned , heedless of their arrival . It is munching on the other half of the dog carcass . The men stop their machines some twenty yards from it . They are hemmed in at the valley 's narrowest point . Childs , carrying the torch , and MacReady , armed with a thermite bomb , wade awkwardly but carefully toward the animal in their snowshoes . Bennings stands back by the snowmobiles . Childs and MacReady spread out some dozen feet from the dog . It continues to pay them no mind , content to chew its food .Bennings surveys the tops of the snow bluffs that encircle them with his flashlight .No response . MacReady searches the near vicinity with his light . All three are growing uneasy .Childs turns on the gas and lights the tip . Bennings is still watching the bluffs . Something from beneath the snow reaches up and grabs his feet . He is ripped back down through the hard snow in one incredibly powerful motion . He screams , his head the only thing sticking out of the ice . Childs and MacReady turn , confused , unable to see anything be Bennings ' screaming head . They rush toward him . MacReady stumbles . The sound of a snapping , a crackling to MacReady 's rear . He freezes ; turns back to the dog . Its back is still to him ; its coat of hair sticking up like that of a porcupine . It snarls ; its face turns slowly toward him . Its skin splitting ; its mouth ripping open wildly .Childs stops , confused as to who to help first . He notices the dog hunched and ready to spring . He steps back toward MacReady . The dog/Thing leaps for MacReady ; an incredible jump of some twenty feet . Childs lets loose a blast , hitting the dog in midair ; the force of the spray knocking it back and tumbling to the ice in flames . MacReady throws his thermite canister . It discharges and engulfs the screeching animal in fire . BENNINGS howling in pain . The ice underneath him thrashes violently . Childs and MacReady stand by helplessly , unable to see what has him or what action to take . Childs moves closer to help .Bennings ' head disappears with a sudden jerk through the ice . The ice continues to rumble like boiling water , moving in different directions . Part of Bennings ' body pops up in a different area and is just as quickly pulled back down . MacReady and Childs watch on in frustration and anger .Bennings ' head and shoulders then surface near one of the snowmobiles . Something has him . Unclear as to what . The jowls of a dog . But huge . Bennings ' heavy clothing begins to rip , tear , as if his skin underneath was bulging out . The jowls seem to be absorbing his head . MacReady runs for the snowmobile .Childs blasts away . The ice begins to melt as Bennings and whatever has him catch fire . A screeching . MacReady grabs cans of gas from the snowmobiles . Suddenly a steel - like , arachnid - shaped arm shoots out in pain and with incredible force pierces the fiberglass chassis of the snowmobile . MacReady is knocked back . He recovers and dumps cans of gasoline on the writhing mess . He dives and rolls away from the lunging appendage . He and Childs watch on as Bennings and The Thing roar in flame . Behind them , the other dog/Thing continues to burn . The screeching , mewing and gurgling wails on , all about them . They look to each other in disbelief , their faces illuminated by the flickering flames . The strident sounds beginning to subside . THE SUN Its slim , orange arc sets , signaling the start of the Vernal Equinox . And the beginning of six months of darkness .

The men are interrogating Clark . He is frazzled and defensive .Childs is holding the industrial torch directly in his face .

MacReady , waist - deep in trash and snow , searches for something .

The interrogation continues .Childs grabs him by the collar and rips him off his chair .Nauls steps between them .Garry breaks it up , pulling them apart . MacReady enters from the outside . A bundle is tucked under his arm .MacReady moves over to the table .Norris shakes his head , rubbing his chest in slight discomfort .MacReady pushes his sombrero back over his head .He drops the bundle he had been holding on the table between the men . It is the shredded pair of long johns .The men look from one another . Silence . MacReady picks it up and examines the label .Clark stews .The uneasiness in the room grows .A pause as all eyes travel from man to man .Norris turns to Dr. Copper and Fuchs .Garry unhinges a key from his belt and hands it to Dr. Copper . Dr. Copper and Fuchs head for the infirmary .

The men rush in . Fuchs and Copper stand by the open plasma storage refrigerator . The inside is a mess of dried blood . The bladders have been ripped open . Copper is ghastly pale .A horrified silence .Sanchez twitches , terrified .Several pairs of eyes turn to Garry .Garry senses the nervous and inquiring eyes on him .Silence as the men continue to stare . Sanchez is perspiring .The eyes shift from Garry to Copper .Sanchez bolts out the door . Stunned for a beat , the others chase after him .SANCHEZ in terror , runs at top speed through the narrow corridors . Opening and shutting doors . The others are in pursuit . They shout for him to stop . SANCHEZ as he reaches a small armory . A glass case set into the wall . A half dozen rarely used guns are inside . He tries the handle . Locked . He hears the clamor of feet and voices as the others are nearing . He breaks the glass and grabs a shotgun . Then a box of shells . He frantically tries to load , but is too nervous . The others arrive at the end of the hallway . Garry pulls his handgun and points .No one doubts Garry 's sincerity .The other regard Garry tensely . No one oblivious to the fact , that Sanchez just might be right .Still trembling , he tosses the shells back into the broken case , leans the gun against the wall and begins to sob . Nauls skates over to comfort him . The men watch as Garry lowers his gun . He turns to them .He hands his gun to Norris .Childs goes for the gun .MacReady beats him to it .Childs glares .Roving eyes pass about the hallway . Nobody is sure who to trust . MacReady seems as good as any .

The men have gathered to discuss plans . Furtive and untrustworthy glances are passed around the room .Childs points to Garry , Dr. Copper and Clark .Fuchs nods .Palmer is ignored .Dr. Copper eyes his accuser solemnly .

It is the dead of winter . Six months of darkness ahead . Palmer fights the cold as he works dismantling the engine of the helicopter . He frowns , searching for something .

Copper , Clark and Garry sit moodily together on a couch . Norris awkwardly prepares to give them their injections . He is new at this . Childs stands guard with his torch . Dr. Copper offers to help .

Norris has begun dismantling the radio . He rubs at his chest as he disengages the headset .

Following Nauls as he skates through the labyrinth . Checking waste bins . Pausing to look behind shelves and any obscure hiding place . MacReady passes him coming the other way .

Fuchs is poring over a book . Several others lie open on his desk . MacReady pokes his head in the lab .

A siren goes off , signaling the end of a twenty - minute period . Sanchez pulls himself out of the trash dump . Palmer carries a large part of a helicopter engine toward the compound .

The hallway near the supply storage cubicle . MacReady holds the door open as Palmer makes his way to him lugging the heavy helicopter part . Childs passes by from the other direction .He passes by .

Palmer sets down the heavy part . Norris follows him inside with a bundle of radio gear . They move back out into the hallway . MacReady locks the door behind them . HALLWAY The three move down the hall toward their appointed rendezvous at the rec room .

Cramped . Several of the men are preparing their food . Opening cans . Heating them in pots .

Nauls wearily approaches Blair 's tool shed with a tray of food . He hears a pounding from within .He peeks in through the opening in the boarded - up window . Blair is nailing himself in from the inside . He looks pretty crazed .Nauls slides the tray in the slot . It is immediately shoved back out and topples onto the ice . Some of the food has splashed on Nauls ' heavy coat .Nauls picks up the tray , heads back mumbling .

Palmer works on the snowmobile . Sanchez resumes searching through the trash .

MacReady slashes into the huge uninflated weather balloons , rendering them useless . Tanks of helium and hydrogen are stacked nearby .

Childs continues guarding the three men .Childs follows him to the other end of the room .Clark walks to the head . Childs moves back to the middle of the room . As the guard he is much more vulnerable in this position . Being split between his prisoners . The lights begin to flicker . The soft purr of the generator begins to fade .The lights go out . Nauls calls from the kitchen .Dr. Copper giggles in the dark .Childs lights the tip of his torch , allowing him a strong candlelight . Garry is no longer in the room .Dr. Copper looks numbly at the empty seat next to him . Childs finds the portable siren and blares it .

MacReady , Palmer and Sanchez heed the call and head for the compound .

MacReady , Sanchez and Palmer come in from the outside . They bump into each other trying to get their bearings from the lack of light . Palmer , the only one who seems to have one , turns on his flashlight .

Palmer and MacReady stumbling down the stairs . MacReady turns around , looks .Both look around . Sanchez is gone . Palmer 's light finds the motionless generator . He examines it .MacReady dashes upstairs into the darkness .

The lab door is opened . Fuchs holding a small candle walks out . As he passes , the shoulder of a man springs into frame .

Palmer is feverishly working underneath the generator on his back .

The temperature continues to drop rapidly . Childs swats himself to keep warm , while still keeping an eye on Dr. Copper and the rest of the room .

MacReady rushes out of the supply room , with a fuel pump , bumps into somebody .The silhouette moves on down the hallway .

MacReady holds the flashlight for Palmer . Their breath , puffs of white smoke .The sound of a screeching . From somewhere in the compound . The two men 's faces , locked in fear .

The generator has been repaired ; the lights within the compound are back on . Grim and tense . Everyone is present but Fuchs . Eyes flit from man to man . Palmer , Nauls and Sanchez are spread out about the room , keeping as much distance as possible from the rest . Norris and Childs are tying the Doctor , Clark and Garry to the couch . MacReady prepares several makeshift blowtorches as he kneels on the ground .No answer as the men 's faces roam the room . Childs glares at Garry as he begins to tie him in .Garry 's groggy features stare blankly .Garry struggles to his feet , affronted .He grabs Childs by the collar .Childs whales on him with a right hand . Both go tumbling over the couch . MacReady and Norris dive in breaking it up .MacReady , furious , pulls Childs away . Norris breathing heavily from the activity , massages his chest . The strong , stormy winds overhead batter the roofing . MacReady glances up . He and Childs release each other .He thrusts one of the blowtorches hard into Childs ' stomach .He tosses torches to Sanchez and Palmer .Sanchez snaps his head toward Palmer . Palmer looks at the others .The men survey each other .

MacReady and Nauls , wearing their snowshoes and using flares for light , pull themselves along the steadying rope that leads to Blair 's shed . They are careful to keep an eye on each other as they move along . Sanchez heads off in the direction of another shack .

One of the many doors creak open . Childs and Palmer stealthily move into the next corridor . Palmer falls a few steps behind .Childs freezes and snaps his head around facing Palmer . A beat .Another beat .He moves to the other side of the wall , parallel with Childs . They continue on , skimming along the sides of the corridor in plain view of one another .

Nauls and MacReady arrive at Blair 's shack . They peer in through the spaces between the boards . A weak light burns as Blair is seated eating out of a can . A hangman 's noose dangles from the ceiling nearby .Blair jumps in fear , spilling his can .Blair approaches the boarded - up window . He looks haggard and afraid .He and Nauls trudges off . Blair shouts after them .

Norris continues his watch on the sedated trio . He anxiously tries to keep an eye on the various entrances behind and in front of him . He rubs his chest in pain .

The winds are thick and vicious now . MacReady and Nauls pull themselves along the rope fighting their way up the slope . A violent gust sends MacReady 's body horizontal , but still hanging onto the rope . The wind slaps him back down . His flare and torch tumble back toward Nauls . Nauls saves the torch from rolling down the hill . MacReady , lying vulnerable , watches Nauls pull his way toward him . He tenses . Nauls reaches him . A beat . He hands back his torch . Relieved , MacReady pulls himself upright .

that line the wall . They have been torn apart . Childs and Palmer examine .

as they reach the top . The remaining flare their only light . Very dark . They stand on either side of the door . MacReady shoves it open . Pitch black inside . MacReady flips the light switch . Does n't work .

They enter . Hunched . Torches ready . The place is a mess . The winds as strong as on the outside . The single flare illuminating the ceiling . Almost all of the corrugated , steel roofing is gone . As if ripped off .MacReady stares up incredulous , as they advance through the room .Nauls kicks over a chair . A naked , fleshy object bounds high into the air . Nauls thrusts out his torch , catching the breasts of the inflatable woman . She pops and is sucked out through the hole in the roof . Nauls tries to catch his breath .

Underground , rickety corridor . Palmer stands by as Childs undoes the many locks to the room that houses his plants . One by one . Palmer twists his head in every which direction . Nervous . Childs pulls open the heavy door . A flush of snow and wind push them back . They wedge their bodies at the entrance to the lightless room .They enter . The light from the hall exposes the completely smashed - in window high above the plants . The plants look frozen .Saddened , angry , Childs goes to check the damage to his plants . Palmer , his face set in horror , yanks him back .Palmer readies his small torch .Palmer sprays them with flame . Childs pushes him to the ground , and tries to swat out the fire .Palmer , his mouth agape with terror , screams and points to the closing door to their rear . Childs whirls . FUCHS One arm outstretched , swings into view . An ax , embedded deep into his chest , pins his frozen body to the inside of the door .

Sanchez has joined Childs and Palmer . The body of Fuchs is still pinned to the door . Sanchez tries to wrench the ax loose . It is too deeply embedded and wo n't budge .Sanchez observes Childs ' hulking frame and adds pointedly :

Tracking with the three men . Opening and closing doors , as they make their way back to the rec room . They keep their distance from each other , watching each other while they walk .

A strong driftwind streams snow across the ground obscuring everything but the very top of the buildings . The siren screams .

Rigid , immobile faces . Listening to the storm overhead .Silence , as the uneasy eyes measure one another .VARIOUS ANGLES OF THE COMPOUND Childs , Sanchez and Palmer - closing off and bolting the entrances to the camp .

Through the fogged - up windows , a figure can be seen approaching the main compound . It pulls and drags its way along the guide rope , fighting the gale force winds . THE MEN weapons in hand , huddle at the main doorway . They unbolt it . Sleet and hail send Nauls rolling in from the outside . The men force the door back and lock it . The weary Nauls kneels on the floor and gasps for air . The others surround him .Nauls weighs each of them ominously , while digging down underneath his heavy jacket .He pulls out a thick bundle of heavy clothing . It is mutilated and partially burned . He holds out the jacket to show the inside collar . Close on name tag - it reads : R.J. MACREADY The men , as they examine in a hush .The men continue to examine in various states of disbelief .Childs and Norris separate them .A pounding at the door sends the men jerking backward . Nauls scampers to his feet . They tense .No answer as the men surround the door , their weapons ready . Fear .The men keep their voices low .More pounding .The muffled breaking of a window down the hall . The men turn .

Pitch black . MacReady 's voice is heard cursing as he appears to be stumbling around , looking for a light switch . He responds to the muffled voices at the door .HALLWAY Palmer stands by as Childs tries the knob . Locked .Childs rips a nearby fire ax off the wall and begins hacking away at the door .

MacReady begins to rummage through the supplies in the darkness .Childs chops away . MacReady desperately continues rummaging through the supplies .HALLWAY Childs cautions to Palmer as he prepares for one last blow .Crunch . The door gives . The men move in . Their blow torches ready . They freeze . MacReady stands before them holding a lighted flare . His hair and clothing are covered with snow ; his cheeks and nose blackened by frostbite . Tucked under his arm is an entire box of dynamite . He holds the flare dangerously close to the open box .He appears to mean it . They do n't seem anxious to test him .They do . He follows them out into the hall . HALLWAY The men step backwards carefully .They heed , retreating further down the hall . MacReady glances behind him .Nauls and Norris , who have silently crept in through the supply window , come flying through the hacked - up door and barrel into MacReady . Both going straight for the flare . MacReady spins Nauls off and rips into Norris , sending him crashing violently into the wall . Nauls tackles MacReady 's legs , pulling him to the floor . The others rush him . MacReady , still in control of the dynamite and flare , bellow :They skid to a halt . Nauls crawls away , quickly .Norris , lying on the floor , coughs as if gasping for breath . He quivers for a moment and then is still . Nauls crawls over to him and shakes him . A beat .Nauls listens to Norris ' chest . MacReady stands .

Norris ' body is plopped on the examination table . Copper stumbles and is steadied by some of the men . MacReady continues to keep his distance . Copper places an oxygen mask over Norris ' face . He then rips open his shirt .Copper begins swathing Norris ' chest with a gelatin substance .Sanchez pushes over the portable fibrillator . Copper climbs up on the table and straddles Norris ' chest . Unnoticed , Clark paws the contents of the instrument tray behind his back .They do so . Copper holds electrical prongs over Norris ' chest .Sanchez depresses the `` on '' button .Dr. Copper presses the prongs onto Norris ' chest and shoots a bolt of current . Norris ' body heaves upward . A slight crackling sound and an odd chirp through the oxygen mask .Buzzz . Several more jolts from the prongs . Clark 's hand has found a scalpel . He gently lifts it out , bringing it to his side .Norris ' body begins bounding up . More crackling and popping . His chest begins to break up and spread . The mask pops off - a hideous mewing escaping from Norris ' distorted mouth . The men jump back , incredulous . Dr. Copper scrambles off his chest and flops to the floor .They watch on in stunned horror as The Thing that was Norris begins to change , to spread awkwardly on the slab . Its clothes tearing . A shoe splits in half and falls to the floor , exposing the beginnings of a talon . MacReady charges toward it , shooing the men off .He unloads with a stream of flame . The body writhes in pain , belching and hissing . The slab catches fire . It struggles , lunges for the floor , straightens up , and moves a few feet . A black and yellow substance rips through its trousers and squirts to the floor . Norris ' body collapses on the fibrillating machine in flames . Extinguishers are ripped from the walls and put to work . MacReady watches the smoking particles of ooze in fascination , as they twitch and mew on the floor . Within seconds the fire is out . The men stand around in awe as they look upon The Thing that was once Norris . MacReady continues to observe the small particles . Their tiny squeals abating into silence .

MacReady , still carrying the industrial torch , has maneuvered all the men into the room . He holds Garry 's .44 . He has untaped the explosives from his chest and laid them on the nearby table next to two more boxes of dynamite .He tosses a ream of steel cable and some rope to Palmer .MacReady points the .44 at Childs ' head .MacReady cocks his gun . Childs holds his ground .A beat . Clark springs for MacReady . Scalpel raised . MacReady spins and fires three shots , point - blank , the forces of the charges sending Clark flying backwards . The others , themselves about to pounce , stop - as MacReady whirls the torch and gun back toward them . THE MEN being tied securely to couches and chairs .MacReady turns on a Bunsen burner while he cuts the rubber covering off an electrical cord , exposing the copper wire . All the while , he keeps his eye on the men .Copper starts to tie Palmer to the small couch next to Childs and Garry .SANCHEZ grimacing as Dr. Copper pinches a scalpel to his thumb and collects a small portion of his blood in a dish . All the men have been tied up . Palmer , Childs and Garry on the small couch . The others , including the lifeless corpse of Clark , in chairs . Copper returns the plate to the table and sets it down in line with the other plates of blood that he has collected . The names of each man have been scribbled onto the plates . MacReady slides the Doctor a fresh plate .Copper cuts his thumb , his blood dribbles onto the plate . He stands nervously for a beat .Copper pushes it toward MacReady .Copper steps backward , moisture beginning to collect on his brow . MacReady begins to heat the copper wire over the Bunsen burner . The men watch intently . The wire begins to glow . MacReady points the torch directly at the Doctor . Both of them perspiring . MacReady lifts the glowing wire from the flame . The Doctor is dead still . MacReady slowly touches the wire to the Doctor 's plate . A soft hiss . MacReady heats it again and tries once more . The same soft hiss . MacReady and the Doctor both let out a sigh .He hands Copper the torch .He cuts himself with the scalpel and begins collecting his own blood .He heats the wire and puts it to his plate . The same harmless hissing . All eyes continue to watch as he tries again . The same result . Childs mumbles .He heats the wire and lays it in Clark 's dish . The hissing .MacReady nods .MacReady glances over the group .He sets Palmer 's plate in front of him and heats the wire .Screech ! The blood howls , trying to crawl off the plate . Palmer bolts forward with incredible force , racing for MacReady ; his face splitting ; his mouth roaring - dragging the couch , Childs and Garry with him . He smashes into MacReady knocking him over the table .It 's all happened too fast . Copper tries to get off a burst of flame . The ever - changing Palmer breaks his bonds and leaps on the Doctor . The others sit helpless , struggling at their bindings . MacReady dives on Palmer 's back and the three go rolling to the floor . Screeching . Crackling . MacReady pounds viciously at Palmer 's head . A powerful , shirt - splitting arm sends him skidding across the floor . Copper momentarily has control of the torch . Just as he positions it , Palmer 's mouth splits from his chin to his forehead and engulfs the entirety of the Doctor 's head . The big torch slaps against the wall . Palmer bounds to his feet , wrapping his arms around the dangling , struggling body of Dr. Copper . The men are screaming hysterically . MacReady tries to fire up the bruised torch . Busted . Wo n't work . Frustrated , he charges up behind Palmer and begins hammering the thick steel instrument over his head . The shirt of Palmer 's back erupts in MacReady 's face . Splitting and ripping wildly , exposing the beginnings of yet another orifice . A blackened , iron - strong tongue lunges outward . Stunned , MacReady manages to elude it , diving for the top of the table by the boxes of dynamite . MacReady lights the fuse of a thick roll and bounds from the table . Palmer awkwardly spins in circles , swinging the Doctor 's body like a propeller blade , struggling to keep on balance , as he advances on MacReady . The second orifice , spitting and snarling as it continues to take form . MacReady waits until Palmer 's back spins around , facing him . Only two yards away , MacReady flings his lit roll into the ever - evolving second mouth and leaps onto the couch covering Childs and Garry with his body . A muffled boom , as the swallowed explosive ignites from deep within Palmer and sends his flesh splattering all over the room . MacReady rolls away from Childs and Garry as fast as he can . MACREADY perspiring profusely , his hand trembling slightly , prepares to continue the test . He heats the wire . The men are pouring sweat , white - knuckled . One of the smaller torches is pointed at Nauls . He closes his eyes . MacReady places the heated wire into his plate . Hiss . MacReady exhales . Nauls opens his eyes . MacReady unties Nauls with one hand , while the torch stays glued to the others . MacReady heats the wire once again . Both he and Nauls have torches aimed at Sanchez . Sanchez is near tears . The wire is dipped into the plate . Hisssss . Sanchez breaks down and sobs . CHILDS sits stoicly , while he watches the preparations for his turn .Nauls and Sanchez take aim five yards away . Fierce , determined . The wire comes off the flame into the plate . the harmless hissing . The muscles in Childs ' face melt into a sigh .ALL EYES snap towards station manager Garry . Childs , suddenly realizing who he is sitting next to , squirms .Nauls rips away his bindings . The other two stand guard . Childs scrambles off the couch and onto the floor . GARRY stares grimly ahead . Childs soaks his clothing with a can of gasoline . He is then surrounded . The room tenses , adrenalin pumps , breathing halts . The burner . The torches . The wire . The plate . Garry 's face . Hisssss . MacReady tries again . Hiss . The men breathe . Their torches are lowered . Nauls throws his on the floor . Sanchez and Childs flop down in chairs . MacReady wipes his face . A long silence . Sanchez weeps quietly with relief .A beat . Childs starts to giggle . The strain on MacReady 's jaw begins to lessen . Garry sits catatonic . Nauls scowls at Childs ' uncontrollable laughter . The infectious rasping causes MacReady a slight smile as he looks up , taking comfort in the sound of the raging Antarctic wind vibrating the roof . Nauls , untying Garry , grumbles , at Childs .Childs wipes his eyes and grins over toward MacReady . His smile fades , MacReady is now stone - faced . Childs ' grin goes stale , in sudden realization .

The wind rumbles . The storm is at its peak . MacReady , Childs and Nauls , guided by their flares , pull themselves along the steadying rope , headed , for Blair 's shack . BLAIR 'S SHACK The door is wide open . They pause by the entrance , trying to balance against the wind . They enter .

Empty . A few of the floorboards are loosened . They pull them up . They stare down into a large hole beneath the planking . Something is down there . They pull up more boards . The hole is some fifteen feet deep . Its dimensions are the same as the shack . Its space is almost completely taken up by some strange metallic object . Crudely fashioned , a patchwork job , but streamlined . Sheets of corrugated steel are visible ; but cut apart and welded into the desired shapes . The object appears to be unfinished .MacReady pulls out a dozen tightly wrapped sticks of dynamite .Far off , amidst the howling gale - the screeching . The men jump . MacReady lights the fuse , as they make it to the exit . He tosses it in .

The explosion echoes behind them . The men pull along . Their heads jerk in circles , searching into the blackness . Some twenty yards to their rear something swooshes down , severing the line . The wind sends the men tumbling along the ice . Childs loosens the line and is blown away , rolling out of sight . MacReady and Nauls have lost their torches . They pull feverishly along the ground trying to make it to the compound . The screeching closes in behind them . MacReady loses his grip on the rope and is blown toward the main building . He crawls along looking for an opening . Nauls slides near the outside entrance to the dog kennel . He climbs down through the open stairwell .

MacReady has found the broken window . He rolls through it , landing on the frozen plants below . Something smashes at the glass above his head , trying to get in . He sprints for the door . Fuchs ' frozen body is still pinned to it with the ax . MacReady grapples with the stiff torso which blocks the knob . He finally gets it open and lets himself out , slamming and locking the door from the hall . Fuchs ' body swings eerily , back and forth .

MacReady charges up the stairs from the plant room . He zooms down the twisting corridors , opening and closing doors . He rounds a bend and crashes into Nauls coming the other way .

pouring gasoline into empty bottles , preparing Molotov cocktails . Garry is connecting an electrical device : wires attached to two portable generators . MacReady appears to be injecting something into empty contact capsules . The men work feverishly . Nauls rushes in with another box of dynamite .Nauls begins cutting the wicks off the dynamite .The wind belts into the roofing overhead . Garry sets the wiring to the main doorway . MacReady begins blocking off one of the other entrances with a large computer .They block off a door with two heavy electrical games .Nauls starts lacing his skates .MacReady further barricades the door with small couch .Sanchez and Nauls start to leave .He dispenses the capsules .A grim silence .

MacReady rips linen , soaks the strips in gas , and stuffs them in the Molotov bottles . Garry tests the current on the door . Popping , sparks , smoke .

Nauls pushes a stove , reinforcing a locked door . Five yards away , Sanchez maneuvers the refrigerator in front of another outlet . Sanchez hears a quiet purring , bubbling sound . He turns to Nauls .A blaring . They whip their attention to stereo speakers on either side of the kitchen . Rock music screams out . Top volume .

The same loud music . MacReady and Garry look to the three speakers attached to the walls . MacReady yells his incomprehension to Garry . Garry tries to respond . Their voices drowned out .

Empty . Another of the stereo speakers that line the walls , thunders .

Nauls , in sudden realization , screams over the din and points back in the direction they came .

MacReady , cursing , rips the speakers off the wall .The music is now subdued within the room , but continues booming throughout the camp . Nauls ' scream can be barely heard .

at the top of his lungs .A sharp , red , talon - like fingernail , pierces the top of the door above Nauls ' head . It saws downward , quickly . Black goo drips through the slit . The sawing obscured by the music . Sanchez , eyes bulging , points . Nauls turns . A claw rips through the wood . Nauls dives to the floor . In the opposite direction , behind Sanchez , another arm splits through the door and the refrigerator , extends itself five feet and yanks Sanchez back as if he were a puppet . Sanchez struggles , looking imploringly at Nauls . He bites down on his capsule . Nauls takes off like a speed skater .

The sound of the screeching over the music .He opens the door . Looks down the hall . No one . The speakers - blaring music . NAULS full speed down the maze . Left . Right . Totally reckless . He hits a straightaway . SANCHEZ 'S BODY from out of nowhere , blasts through the hallway wall , directly in Nauls ' path . A thick arm pins the body to the other side . Unable to stop , Nauls skids out of control , banging into the sides of the wall , his cyanide capsule flying out of his mouth . Whatever the rest of it is , it starts to crumble through the wall . Nauls dives over the arm , somersaults to his feet and takes off .

MacReady , running , spots Nauls careening out of a turn , heading toward him .Nauls blazes by him . MacReady hears the snarls and screeches heading his way . He streaks after Nauls .

They make it in . Lock the door . MacReady tries to catch his breath . Nauls shakes , pants .Garry fiddles with the two generators .The loud music in the compound is turned off . MacReady shuts off the lights . The men spread out . Silence .

The men watch all the doors . Dead silence . Dark . Whispers .The sound of a door opening and closing . Far off . Another creaking door is opened . A rustling . Still far off . MacReady and Nauls spread further apart . The soft bubbling , cooling sound . A slight scratch at the door . Garry 's hand tightens around the generator switches . The scratching gets more pronounced . MacReady cautions Garry with a whisper .The door begins to pound from the outside . Nauls and MacReady light two cocktails each . The door booms . The room 's foundations shake . The ceiling quivers . The gas bombs are cocked . From the roof The Thing roars down into their midst . Stunned , the men stumble back . MacReady throws his gas bomb . Nauls the same . For a moment it stands silhouetted in flame . Enormous . Grotesque . Garry bolts for the main door . The Thing 's tongue spirals from his mouth and spears him . The good two - thirds of its body follows its tongue and engulfs Garry by the door . Another leg slaps Nauls to the ground . MacReady dodges still another appendage , dives on the generators and throws the switch . The current rips through the door . Garry dies instantly . One of The Thing 's talons , still caught in the door , sends it writhing in pain . It literally rips the door from its latchings and pounds it to the ground , trying to shake it loose . Nauls , hobbles , scrambles , out of the opening . MacReady dives through the window and out into the storm .

The distant sound of a motor . Nauls , battered and bloodied , his leg apparently broken , crawls along the ground . Another sound , a bubbling and gurgling is heard well to his rear . But closing . The terror forces him to drag faster , oblivious to the pain . He reaches the bathroom stall . Crawls in . Locks it . The gurgling nears . Leaning on the toilet seat , he looks about himself , frantically . The Presence pauses at the door . A scratching . Nauls paws , rips at a cracked and weathered slab of wood , cutting his fingers as he tries to break it off the siding . A strong blow begins to breach the stall door . Nauls finally unhinges the piece of wood , brings the jagged end to one side of his throat and rips .

The motorized rumbling nears . The wall seems to explode . The tractor barrels into the lab . Its enormous shovel scooper tearing half the room to shreds . MacReady drives . His eyes glint like a wild man 's ; he looks stark raving mad . His frostbite , now in an advanced stage , resembles black war paint . He clenches a stick of dynamite between his teeth , like a buccaneer 's cutlass . Two large , compressed air tanks have been tied together at the top and are draped around his neck . They are marked - HYDROGEN . They are used for the weather balloons . He pulls the tractor to a stop , yanks the stick from his mouth , grins and bellows .MacReady guns it through the next wall and into the infirmary . Medical equipment goes flying . The machine is powerful ; the prefabricated walls buckling under its force .

A trail of viscous yellow ooze leads around a bend . Boom . MacReady rams into the mess hall , sweeping away tables , chairs . He sings out loud the lyrics of some Mexican song . All the while he keeps his eyes on everything . Through the kitchen . The foundation is crumbling . He sings on . NARROW PASSAGEWAY Gurgling and hissing . A taloned arm slinks around a corner in retreat .MACREADY plows through several more rooms before ending up in the pub area . He backs it up and retrieves a bottle of liquor from the bar .He takes a drink and rams through another wall .

The tractor blazes into the rec room . MacReady parks it directly in front of the hole in the roof , created by The Thing when it surprised them earlier .He pulls off the heavy hydrogen tanks and drapes them over the tractor . As he talks his eyes move like a hawk passing from roof , to doorways , to rubble . Wind and ice bristle through the gaping holes , stinging MacReady with the cold . He winces at his mittenless , blackened fingers .He takes a swig from his bottle .A slight tremor perks his eyes and ears . He looks up through the hole , then around . He lights a lighter and cups it in his hand near the stick of dynamite in his lap .A stronger tremor . The adrenalin pumps .The floor shakes . MacReady stands , his head whirling around the room .The tractor inches up off the ground . MacReady falls forward and looks straight down through the chassis and into the vile and grinning face below . A claw flashes up , splitting the steering wheel but missing his face . He depresses the ignition , bolting the tractor ten feet . He jumps , hanging onto the edge of the hole in the ceiling . The Thing 's face and arms burst through the metal plating of the tractor . The reaching claws just miss him as he pulls himself through .

He lights his fuse , drops in the stick , turns and runs . Half of The Thing 's grotesque and angular torso bolts up through the hole , howling in fury . An appendage springs outward and winds around MacReady 's jacket , hissing like acid into the fabric . An immense explosion . The hydrogen tanks send a white fireball fifty feet into the sky . The Thing 's body disintegrating almost immediately . The force of the blast sweeps MacReady off the roof . He and the severed appendage crash to the hard ice in flames . He rolls over and over trying to smother the fire and tear off the insidious limb .

A ruin . One half of it burnt almost to the ground . MacReady wears a thick blanket which covers him like a shroud , from his shoulders to the floor . He walks bent over and in much pain , trying to blunt patches of fire with an extinguisher . It is futile . He gives up .

Mostly untouched by the fire , but like most of the rest of the camp , exposed to the outside . The storm has settled considerably . CLOSE ON MACREADY lighting a cigar . His hands are heavily wrapped . He pours himself a drink . A puffy white hand , missing two fingers , enters the frame and whirls a startled MacReady around . It is Childs . White and black blotches cover his frostbitten face .He looks as weak as MacReady . A beat .Both men speak guardedly and stare at each other suspiciously .Childs steps back , keeping his distance . He indicates his puffy white hand .MacReady , carrying the bottle and glass , limps over and sits down behind a gaming table . There is a chess set and several decks of cards . The two men continue to eye each other .MacReady begins setting up a non - electronic chessboard .MacReady puffs on his cigar . He reveals a small blowtorch from under the table and places it beside him on top .They regard each other for a moment . Childs painfully sits down across from MacReady .MacReady grins and hands the bottle to Childs . Childs smiles back and takes a healthy swig .

The fires smolder on . Bright embers dance in the blackness - pushed by the soughing wind . THE END

Based upon his playThe screen remains black. The sound of a truck rumbling along a street. Two men are heard talking: bono (v.o.): Troy, you ought to stop that lying! troy (v.o.): I ain't lying! The nigger had a water- melon this big. Talking about . . . "What water- melon, Mr. Rand?" I like to fell out! "What watermelon, Mr. Rand?" . . . And it sitting there big as life. bono (v.o.): What did Mr. Rand say? troy (v.o.): Ain't said nothing. Figure if the nigger too dumb to know he carrying a watermelon, he wasn't gonna get much sense out of him. Trying to hide that great big old watermelon under his coat. Afraid to let the white man see him carry it home. 9780735217867\_Fences.indd 1 11/15/16 1:50 PM august wilsonThe rear of the garbage truck, god's point of view: Troy Maxson and Jim Bono hang on to either side of the truck as it heads toward its next collection point. Troy is fifty-- three years old, a large man with thick, heavy hands; it is this largeness that he strives to fill out and make an accommodation with. Together with his blackness, his largeness informs his sensibilities and the choices he has made in his life. Of the two men, Bono is obviously the follower. His commitment to their friendship of thirty odd years is rooted in his admiration of Troy's honesty, capacity for hard work, and his strength, which Bono seeks to emulate. bono: I'm like you . . . I ain't got no time for them kind of people. troy: Now what he look like getting mad 'cause he see the man from the union talking to Mr. Rand? bono: He come talking to me about . . . "Troy Maxson gonna get us fired." I told him to get away from 9780735217867\_Fences.indd 2 11/15/16 1:50 PM fences me with that. He walked away from me calling you a troublemaker. (anxious) What Mr. Rand say? troy: Ain't said nothing. He told me to go down to the commissioner's office next Friday. They called me down there to see them. The truck halts. Troy gets down and heads for heavy garbage cans at the curb; Bono uses Troy's shoulder to ease himself down. bono: Well, as long as you got your complaint filed, they can't fire you. That's what one of them white fellows tell me. troy: I ain't worried about them firing me. They gonna fire me 'cause I asked a question? That's all I did. I went to Mr. Rand and asked him-- "Why? Why you got the white mens driving and the colored lifting?" Told him, "What's the matter, don't I count?"troy: You think only white fellows got sense enough to drive a truck? That ain't no paper job. Hell, anybody can drive a truck. How come you got all the whites driving and the coloreds lifting? The truck's white driver watches the collectors in his side mirror. 9780735217867\_Fences.indd 3 11/15/16 1:50 PM august wilson troy: He told me, "Take it to the union." Well, hell, that's what I done! Now they wanna come up with this pack of lies. bono: I told Brownie if the man come and ask him any questions . . . just tell the truth! It ain't nothing but something they done trumped up on you 'cause you filed a complaint on them. Bono returns the last empty can. Troy climbs up on the truck. troy: Brownie don't understand nothing. All I want them to do is change the job description. Give everybody a chance to drive the truck. Brownie can't see that. He ain't got that much sense. Bono in place, Troy slaps the truck. As it starts moving, Troy pulls a lever and the compactor crushes the trash.up at Taylors' all the time . . . that Alberta gal? troy: Who? bono: Brownie! 9780735217867\_Fences.indd 4 11/15/16 1:50 PM fences troy: Same as you and me. He getting as much as we is. Which is to say nothing. bono: It is, huh? I figure you doing a little better than me . . . and I ain't saying what I'm doing. troy: Aw, nigger, look here . . . I know you. If you had got anywhere near that gal, twenty minutes later you be looking to tell somebody. And the first one you gonna tell . . . that you gonna want to brag to . . . is gonna be me. bono: I ain't saying that. I see where you be eyeing her. troy: I eye all the women. I don't miss nothing. Don't never let nobody tell you Troy Maxson don't eye the women. bono: You been doing more than eyeing her. You done bought her a drink or two. troy: Hell yeah, I bought her a drink! What that mean? I bought you one, too. What that mean 'cause I buy her a drink? I'm just being polite. bono: It's all right to buy her one drink. That's what you call being polite. But when you wanna be buy- ing two or three . . . that's what you call eye- ing her. troy: Look here, as long as you known me . . . you ever known me to chase after women? bono: Hell yeah! Long as I done known you. You for- getting I knew you when. 9780735217867\_Fences.indd 5 11/15/16 1:50 PM august wilson troy: Naw, I'm talking about since I been married to Rose? bono: Oh, not since you been married to Rose. Now, that's the truth, there. I can say that. troy: All right then! Case closed.Troy and Bono make their way down the street to a narrow house. A pair of lawn chairs sit on the small front porch. They take the short cut through the side alley into the back yard. It is Friday, payday, and the one night of the week the two men engage in a ritual of talk and drink. bono: I see you be walking up around Alberta's house. You supposed to be at Taylors' and you be walking up around there. troy: What you watching where I'm walking for? I ain't watching after you. bono: I seen you walking around there more than once. troy: Hell, you liable to see me walking anywhere! That don't mean nothing because you seen me walk- ing around there. bono: Where she come from anyway? She just kinda showed up one day. 9780735217867\_Fences.indd 6 11/15/16 1:50 PM fences troy: Tallahassee. You can look at her and tell she one of them Florida gals. They got some big healthy women down there. Grow them right up out the ground. Got a little bit of Indian in her. Most of them niggers down in Florida got some Indian in them. bono: I don't know about that Indian part. But she damn sure big and healthy. Woman wears some big stockings. Got them great big old legs and hips as wide as the Mississippi river. troy: Legs don't mean nothing. You don't do nothing but push them out of the way. But them hips cush- ion the ride! bono: Troy, you ain't got no sense. troy: It's the truth! Like you riding on Goodyears! Troy cracks the seal of the bottle of gin, pours some out on the ground . . .  for the folks that are long gone.

AFTERNOON In the center of the yard, a large tree, two chairs beneath it. A battered baseball hangs from a rope tied to a tree limb; a big weathered bat leans against the trunk. The yard is bordered on either side by fences and houses. At the rear, 9780735217867\_Fences.indd 7 11/15/16 1:50 PM august wilson there's a derelict wooden house with boarded windows. The remnants of a fence are strewn between the wild lot behind the abandoned house and the Maxsons' yard. Materials for a new fence . . . a couple of wooden sawhorses waiting for the lumber stacked under a tarp. One or two chairs of dubious value sit at one end where the kitchen window opens onto the porch. An old-- fashioned ice box stands silent guard at the other end. Rose maxson comes out onto the porch, holding a bowl of snap peas. She is ten years younger than troy. Her devotion to him stems from the recognition of the possibilities of her life without him: a succession of abusive men and their babies, a life of partying and running the streets, the church, or aloneness with its attendant pain and frustration. She recognizes troy's spirit as a fine and illuminating one and she either ignores or forgives his faults, only some of which she recognizes. Though she doesn't drink, her presence is an integral part of the friday night rituals. 9780735217867\_Fences.indd 8 11/15/16 1:50 PM fences rose: What you all out here getting into? troy: What you worried about what we getting into for? This is men talk, woman. rose: What I care what you talking about? Bono, you gonna stay for supper? bono: No, I thank you, Rose. But Lucille say she cook- ing up a pot of pigfeet. troy: Pigfeet! Hell, I'm going home with you! Might even stay the night if you got some pigfeet. You got something in there to top them pigfeet, Rose? rose: I'm cooking up some chicken. I got some chicken and collard greens. troy: Well, go on back in the house and let me and Bono finish what we was talking about. This is men talk. I got some talk for you later. You know what kind of talk I mean. Go on and powder it up. rose: Troy Maxson, don't you start that now! troy (puts his arm around her): Aw, woman . . . come here. Look here, Bono . . . When I met this woman . . . I got out that place, say, "Hitch up my pony, saddle up my mare . . . there's a woman out there for me somewhere. I looked here. Looked there. Saw Rose and latched on to her." I latched on to her and told her-- I'm gonna tell you the truth--tell him what you told me, Rose. 9780735217867\_Fences.indd 9 11/15/16 1:50 PM august wilson rose: I told him if he wasn't the marrying kind, then move out the way so the marrying kind could find me. troy: That's what she told me. "Nigger, you in my way. You blocking the view! Move out the way so I can find me a husband." I thought it over two or three days. Come back-- rose: Ain't no two or three days nothing. You was back the same night. troy: Come back, told her . . . "Okay, baby . . . but I'm gonna buy me a banty rooster and put him out there in the backyard . . . and when he see a stranger come, he'll flap his wings and crow . . ." Look here, Bono, I could watch the front door by myself . . . it was that back door I was worried about. rose: Troy, you ought not talk like that. Troy ain't doing nothing but telling a lie. troy: Only thing is . . . when we first got mar- ried . . . forget the rooster . . . we ain't had no yard! bono: I hear you tell it. Me and Lucille was staying down there on Logan Street. Had two rooms with the outhouse in the back. I ain't mind the outhouse none. But when that goddamn wind blow through there in the winter . . . that's what I'm talking about! To this day I wonder why in the hell I ever stayed down there for six long years. But see, I didn't know I could do no better. I thought only white folks had inside toilets and things. 9780735217867\_Fences.indd 10 11/15/16 1:50 PM fences rose: There's a lot of people don't know they can do no better than they doing now. That's just some- thing you got to learn. A lot of folks still shop at Bella's. troy: Ain't nothing wrong with shopping at Bella's. She got fresh food. rose: I ain't said nothing about if she got fresh food. I'm talking about what she charge. She charge ten cents more than the A&P. troy: The A&P ain't never done nothing for me. I spends my money where I'm treated right. I go down to Bella, say, "I need a loaf of bread, I'll pay you Friday." She give it to me. What sense that make when I got money to go and spend it somewhere else and ignore the person who done right by me? That ain't in the Bible. rose: We ain't talking about what's in the Bible. What sense it make to shop there when she overcharge? troy: You shop where you want to. I'll do my shopping where the people been good to me. rose: Well, I don't think it's right for her to over- charge. That's all I was saying. bono: Look here . . . I got to get on. Lucille be raising all kind of hell. troy: Where you going, nigger? We ain't finished this pint. Come here, finish this pint. bono: Well, hell, I am . . . if you ever turn the bot- tle loose. 9780735217867\_Fences.indd 11 11/15/16 1:50 PM august wilson Troy hands him the bottle. troy: The only thing I say about the A&P is I'm glad Cory got that job down there. Help him take care of his school clothes and things. Rose straightens up. Cory is a sore subject. troy: Gabe done moved out and things getting tight around here. He got that job . . . he can start to look out for himself. rose: Cory done went and got recruited by a college football team. troy: I told that boy about that football stuff. The white man ain't gonna let him get nowhere with that football. I told him when he first come to me with it. Now you come telling me he done went and got more tied up in it. He ought to go and get recruited in how to fix cars or something where he can make a living. rose: He ain't talking about making no living playing football. It's just something the boys in school do. They gonna send a recruiter by to talk to you. He'll tell you he ain't talking about making no living playing football. It's a honor to be re- cruited. troy: It ain't gonna get him nowhere. Bono'll tell you that. bono: If he be like you in the sports . . . he's gonna be all right. Ain't but two men ever played base- 9780735217867\_Fences.indd 12 11/15/16 1:50 PM fences ball as good as you. That's Babe Ruth and Josh Gibson. Them's the only two men ever hit more home runs than you. troy: What it ever get me? Ain't got a pot to piss in or a window to throw it out of. rose: Times have changed since you was playing base- ball, Troy. That was before the war. Times have changed a lot since then. troy: How in hell they done changed? rose: They got lots of colored boys playing ball now. Baseball and football. bono: You right about that, Rose. Times have changed, Troy. You just come along too early. troy: There ought not never have been no time called too early! Now you take that fellow . . . what's that fellow they had playing right field for the Yankees back then? You know who I'm talking about, Bono. Used to play right field for the Yankees. rose: Selkirk? troy: Selkirk! That's it! Man batting .269, under- stand? .269. What kind of sense that make? I was hitting .432 with thirty-- seven home runs! Man batting .269 and playing right field for the Yan- kees! I saw Josh Gibson's daughter yesterday. She walking around with raggedy shoes on her feet. Now I bet you Selkirk's daughter ain't walking around with raggedy shoes on her feet! I bet you that! 9780735217867\_Fences.indd 13 11/15/16 1:50 PM august wilson rose: They got a lot of colored baseball players now. Jackie Robinson was the first. Folks had to wait for Jackie Robinson. troy: I done seen a hundred niggers play baseball bet- ter than Jackie Robinson. Hell, I know some teams Jackie Robinson couldn't even make! What you talking about Jackie Robinson. Jackie Robinson wasn't nobody. I'm talking about if you could play ball then they ought to have let you play. Don't care what color you were. Come telling me I come along too early. If you could play . . .  then they ought to have let you play. Troy takes a long drink. rose: You gonna drink yourself to death. You don't need to be drinking like that. troy: Death ain't nothing. I done seen him. Done wrassled with him. You can't tell me nothing about death. Death ain't nothing but a fastball on the outside corner. And you know what I'll do to that! Lookee here, Bono . . . am I lying? Handing Bono the bottle, Troy picks up the bat and takes a gentle whack at the tethered ball. He assumes a batter's stance. troy: You get one of them fastballs, about waist high, over the outside corner of the plate where you can get the meat of the bat on it . . . (he swings, smacking the ball hard:) 9780735217867\_Fences.indd 14 11/15/16 1:50 PM fences And good God! The ball flies in fast circles around the tree limb. Troy looks up into the sky. troy: You can kiss it good-- bye. Now, am I lying? bono: Naw, you telling the truth there. I seen you do it. troy: If I'm lying . . . that 450 feet worth of lying! That's all death is to me. A fastball on the out- side corner. rose: I don't know why you want to get on talking about death. troy: Ain't nothing wrong with talking about death. That's part of life. Everybody gonna die. You gonna die, I'm gonna die. Bono's gonna die. Hell, we all gonna die. rose: But you ain't got to talk about it. I don't like to talk about it. troy: You the one brought it up. Me and Bono was talking about baseball . . . you tell me I'm gonna drink myself to death. Ain't that right, Bono? You know I don't drink this but one night out of the week. That's Friday night. I'm gonna drink just enough to where I can handle it. Then I cuts it loose. I leave it alone. So don't you worry about me drinking myself to death. 'Cause I ain't worried about Death. I done seen him. I done wrestled with him. Rose could recite this story herself. 9780735217867\_Fences.indd 15 11/15/16 1:50 PM august wilson troy: Look here, Bono . . . I looked up one day and Death was marching straight at me. Like Soldiers on Parade! The Army of Death was marching straight at me. The middle of July, 1941. It got real cold just like it be winter. It seem like Death him- self reached out and touched me on the shoulder. He touch me just like I touch you. I got cold as ice and Death standing there grinning at me. rose: Troy, why don't you hush that talk. troy: I say . . . "What you want, Mr. Death? You be wanting me? You done brought your army to be get- ting me?" I looked him dead in the eye. I wasn't fearing nothing. I was ready to tangle. Just like I'm ready to tangle now. The bible say be ever vigilant. That's why I don't get but so drunk. I got to keep watch. rose (to bono): Troy was right down there in Mercy Hos- pital. You remember he had pneumonia? Laying there with a fever talking plumb out of his head. troy: Death standing there staring at me . . . carrying that sickle in his hand. Finally he say, "You want bound over for another year?" See, just like that . . . "You want bound over for another year?" I told him, "Bound over hell! Let's settle this now!" It seem like he kinda fell back when I said that, and all the cold went out of me. I reached down and grabbed that sickle and threw it just as far as I could throw it . . . and me and him com- menced to wrestling. We wrestled for three days and three nights. I can't say where I found the strength 9780735217867\_Fences.indd 16 11/15/16 1:50 PM fences from. Every time it seemed like he was gonna get the best of me, I'd reach way down deep inside my- self and find the strength to do him one better. rose: Every time Troy tell that story he find different ways to tell it. Different things to make up about it. troy: I ain't making up nothing. I'm telling you the facts of what happened. I wrestled with Death for three days and three nights and I'm standing here to tell you about it . . . All right. At the end of the third night we done weakened each other to where we can't hardly move. Death stood up, throwed on his robe . . . had him a white robe with a hood on it. Troy mimics a Klansman's hood. Bono laughs at this; Rose does the same in spite of herself. troy: He throwed on that robe and went off to look for his sickle. Say, "I'll be back." Just like that. "I'll be back." I told him say, "Yeah, but . . .  you gonna have to find me!" I wasn't no fool. I wasn't going looking for him. Death ain't nothing to play with.

told her, "Baby, I don't wanna marry, I just wanna be your man." Rose told me . . .

wanted to be there with you. 'Cause you was my husband. 'Cause that's the only way I was gonna survive as your wife. You always talking about what you give . . .

Lyons, 34, enters from the street, guitar case in hand. He is troy's son from a previous marriage. Although he fancies himself a musician, he is more caught up in the rituals and "idea" of 9780735217867\_Fences.indd 17 11/15/16 1:50 PM august wilson being a musician than in the actual practice of the music. He hears troy's voice and heads to the back door, where he stands, listening. troy (o.s.): And I know he's gonna get me. I know I got to join his army . . . his camp followers. But as long as I keep my strength and see him coming . . . as long as I keep up my vigi- lance . . . he's gonna have to fight to get me. I ain't going easy.vigilance . . . let me have the bottle. troy: Aw hell, I shouldn't have told you that part. I should have left out that part. rose: Troy be talking that stuff and half the time don't even know what he be talking about. troy: Bono know me better than that. bono: That's right. I know you. I know you got some Uncle Remus in your blood. You got more stories than the devil got sinners. troy: Aw hell, I done seen him too! Done talked with the devil. rose: Troy, don't nobody want to be hearing all that stuff. Lyons comes out on the porch. 9780735217867\_Fences.indd 18 11/15/16 1:50 PM fences lyons: Hey, Pop. troy: What you come "Hey, Popping" me for? lyons: How you doing, Rose? He kisses her. lyons: Mr. Bono. How you doing? bono: Hey, Lyons . . . how you been? troy: He must have been doing all right. I ain't seen him around here last week. rose: Troy, leave your boy alone. He come by to see you and you wanna start all that nonsense. troy: I ain't bothering Lyons. Troy offers Lyons the bottle. troy: Here . . . get you a drink. We got an under- standing. I know why he come by to see me and he know I know. lyons: Come on, Pop . . . I just stopped by to say hi . . . see how you was doing. troy: You ain't stopped by yesterday. rose: You gonna stay for supper, Lyons? I got some chicken cooking in the oven. As she heads toward the house, Rose picks up Troy's apron and gloves from the back porch, carrying them inside. lyons: No, Rose . . . thanks. I was just in the neigh- borhood and thought I'd stop by for a minute. 9780735217867\_Fences.indd 19 11/15/16 1:50 PM august wilson troy: You was in the neighborhood all right, nigger. You telling the truth there. You was in the neigh- borhood 'cause it's my payday. lyons: Well, hell, since you mentioned it . . . let me have ten dollars. troy: I'll be damned! I'll die and go to hell and play blackjack with the devil before I give you ten dollars.bono: That's what I want to know about . . . that devil you done seen. lyons: Pop done seen the devil? You too much Pops. troy: Yeah, I done seen him. Talked to him too! rose: You ain't seen no devil. I done told you that man ain't had nothing to do with the devil. Any- thing you can't understand, you want to call it the devil. troy: Look here, Bono . . . I went down to see Hertz- berger about some furniture. Got three rooms for two--ninety-- eight. That what it say on the radio. "Three rooms . . . two-- ninety-- eight." Even made 9780735217867\_Fences.indd 20 11/15/16 1:50 PM fences up a little song about it. Go down there . . . man tell me I can't get no credit. I'm working every day and can't get no credit. What to do? I got an empty house with some raggedy furniture in it. Cory ain't got no bed. He's sleeping on a pile of rags on the floor. Working every day and can't get no credit. Come back here-- Rose'll tell you-- madder than hell. Sit down . . . try to figure what I'm gonna do. Come a knock on the door. Ain't been living here but three days. Who know I'm here? Open the door . . . devil standing there bigger than life. White fellow . . . got on good clothes and everything. Standing there with a clipboard in his hand. I ain't had to say nothing. First words come out of his mouth was . . . "I understand you need some furniture and can't get no credit." I liked to fell over. He say, "I'll give you all the credit you want, but you got to pay the interest on it." I told him, "Give me three rooms' worth and charge whatever you want." Next day a truck pulled up here and two men unloaded them three rooms. Man what drove the truck give me a book. Say send ten dollars, first of every month to the address in the book and everything will be all right. Say if I miss a payment the devil was com- ing back and it'll be hell to pay. That was fifteen years ago. To this day . . . the first of the month I send my ten dollars, Rose'll tell you. rose: Troy lying. Rose returns to the kitchen. Troy's voice follows her. As she goes about 9780735217867\_Fences.indd 21 11/15/16 1:50 PM august wilson readying the food with a perfectionist's care: troy: I ain't never seen that man since. Now you tell me who else that could have been but the devil? I ain't sold my soul or nothing like that, you un- derstand. Naw, I wouldn't have truck with the devil about nothing like that. Rose brings a plate of cornbread to the dining table. Lyons has his guitar out, tuning it. troy: I got my furniture and pays my ten dollars the first of the month just like clockwork. bono: How long you say you been paying this ten dol- lars a month? troy: Fifteen years! bono: Hell, ain't you finished paying for it yet? How much the man done charged you? troy: Aw hell, I done paid for it. I done paid for it ten times over! The fact is I'm scared to stop paying it. rose: Troy lying. We got that furniture from Mr. Glickman. He ain't paying no ten dollars a month to nobody. troy: Aw hell, woman. Bono know I ain't that big a fool. lyons: I was just getting ready to say . . . I know where there's a bridge for sale. 9780735217867\_Fences.indd 22 11/15/16 1:50 PM fences troy: Look here, I'll tell you this . . . it don't mat- ter to me if he was the devil. It don't matter if the devil give credit. Somebody has got to give it. rose: It ought to matter. You going around talking about having truck with the devil  . . . God's the one you gonna have to answer to. He's the one gonna be at the Judgment. Rose heads back into the kitchen. lyons: Yeah, well, look here, Pop . . . let me have that ten dollars. I'll give it back to you. Bon- nie got a job working at the hospital. troy: What I tell you, Bono? The only time I see this nigger is when he wants something. That's the only time I see him. lyons: Come on, Pop, Mr. Bono don't want to hear all that. Let me have the ten dollars. I told you Bonnie working. troy: What that mean to me? "Bonnie working." I don't care if she working. Go ask her for the ten dol- lars if she working. Talking about "Bonnie work- ing." Why ain't you working? lyons: Aw, Pop, you know I can't find no decent job. Where am I gonna get a job at? You know I can't get no job. troy: I told you I know some people down there. I can get you on the rubbish if you want to work. I told you that the last time you came by here asking me for something. 9780735217867\_Fences.indd 23 11/15/16 1:50 PM august wilson lyons: Naw, Pop . . . thanks. That ain't for me. I don't wanna be carrying nobody's rubbish. I don't want to be punching nobody's time clock troy: What's the matter, you too good to carry peo- ple's rubbish? Where you think that ten dollars you talking about come from? I'm just supposed to haul people's rubbish and give my money to you 'cause you too lazy to work. You too lazy to work and wanna know why you ain't got what I got. rose: What hospital Bonnie working at? Mercy? lyons: She's down at Passavant working in the laundry. troy: I ain't got nothing as it is. I give you that ten dollars and I got to eat beans the rest of the week. Naw . . . you ain't getting no ten dollars here. lyons: You ain't got to be eating no beans. I don't know why you wanna say that. troy: I ain't got no extra money. Gabe done moved over to Miss Pearl's, paying her the rent, and things done got tight around here. I can't afford to be giving you every payday. lyons: I ain't asked you to give me nothing. I asked you to loan me ten dollars. I know you got ten dollars. troy (attacking):Yeah, I got it. You know why I got it? 'Cause I don't throw my money away out there in the streets. You living the fast life  . . . wanna be a musician . . . running around in them clubs and things . . . then, you learn to take care of 9780735217867\_Fences.indd 24 11/15/16 1:50 PM fences yourself. You ain't gonna find me going and asking nobody for nothing. I done spent too many years without. lyons: You and me is two different people, Pop. troy: I done learned my mistake and learned to do what's right by it. You still trying to get some- thing for nothing. Life don't owe you nothing. You owe it to yourself. Ask Bono. He'll tell you I'm right. lyons: You got your way of dealing with the world . . . I got mine. The only thing that matters to me is the music. troy: Yeah, I can see that! It don't matter how you gonna eat . . . where your next dollar is coming from. You telling the truth there. lyons (annoyed): I know I got to eat. But I got to live too. I need something that gonna help me to get out of the bed in the morning. Make me feel like I belong in the world. I don't bother nobody. I just stay with my music 'cause that's the only way I can find to live in the world. Otherwise there ain't no telling what I might do. Now I don't come criticizing you and how you live. I just come by to ask you for ten dollars . . .troy: Boy, your mama did a hell of a job raising you. lyons: You can't change me, Pop. I'm thirty-- four years old. If you wanted to change me, you should have 9780735217867\_Fences.indd 25 11/15/16 1:50 PM august wilson been there when I was growing up. I come by to see you . . . ask for ten dollars and you want to talk about how I was raised. You don't know noth- ing about how I was raised. rose: Let the boy have ten dollars, Troy. troy (to lyons): What the hell you looking at me for? I ain't got no ten dollars. You know what I do with my money. (to Rose) Give him ten dollars if you want him to have it. rose: I will. Just as soon as you turn it loose. troy (reaching in his pocket): There it is. Seventy-- six dollars and forty-- two cents. You see this, Bono? Now, I ain't gonna get but six of that back. rose: You ought to stop telling that lie. Here, Lyons. She hands him the money. lyons (packing up his guitar): Thanks, Rose. Look . . .I'll see you later. troy: Wait a minute. You gonna say, "thanks, Rose," and ain't gonna look to see where she got that ten dollars from? See how they do me, Bono? lyons: I know she got it from you, Pop. Thanks. I'll give it back to you. troy: There he go telling another lie. Time I see that ten dollars . . . he'll be owing me thirty more. lyons: See you, Mr. Bono. 9780735217867\_Fences.indd 26 11/15/16 1:50 PM fences bono: Take care, Lyons! lyons: Thanks, Pop. I'll see you again. Lyons is out the door. troy: I don't know why he don't go and get him a de- cent job and take care of that woman he got. bono: He'll be all right, Troy. The boy is still young. troy: The boy is thirty-- four years old. rose: Let's not get off into all that. bono: Look here . . . I got to be going. I got to be getting on. Lucille gonna be waiting. Troy goes to Rose, puts his arm around her. troy: See this woman, Bono? I love this woman. I love this woman so much it hurts. I love her so much . . . I done run out of ways of loving her. So I got to go back to basics. Don't you come by my house Monday morning talking about time to go to work . . . 'cause I'm still gonna be stroking! rose: Troy! Stop it now! bono: I ain't paying him no mind, Rose. That ain't nothing but gin-- talk. Go on, Troy. I'll see you Monday. Bono goes through the door. As he does, Troy calls to him: troy: Don't you come by my house, nigger! 9780735217867\_Fences.indd 27 11/15/16 1:50 PM august wilsontroy (o.s.): I done told you what I'm gonna be doing.Camera slowly pushes in as we hear sounds of lovemaking emanating from inside as we cut to . . .messy, cleats and football equipment, books and clothes strewn about. On his desk, a photo of Cory and Rose sits next to an envelope with the logo of The Elizabeth City State Teacher's College. Cory is in bed, pillow clamped over his head to block the sounds of his parents . . .9780735217867\_Fences.indd 28 11/15/16 1:50 PM fences rose (v.o.): . . .  Just ask Jesus to be a fence around you, And you never have to worry anymore. Just bow down . . . Jesus be a fence all around me every day.

Troy heads into the house, making his way up front to the sitting room. Lyons pursues, Bono follows. Troy sits on the sofa, watching Rose set the table.

MORNING Rose's singing hauls Troy up from a deep slumber . . . rose (o.s.): When you get burdened-- Jesus, I want you to protect me As I travel on the way. When you get lonely-- He gets slowly out of bed, disoriented. He looks out of the window. Rose is in the backyard, hanging wet clothes on the line. rose: Jesus be a fence all around me every day Jesus, protect me As I travel on my way.

Troy comes out of the bedroom. He sees Cory's bedroom door is closed. 9780735217867\_Fences.indd 29 11/15/16 1:50 PM august wilsonrose: Morning. You ready for breakfast? I can fix it as soon I finish hanging up these clothes. troy: I got the coffee on. That'll be all right. I'll just drink some of that this morning. rose (cranking the mangle): That 651 hit yesterday. That's the second time this month. Miss Pearl hit for a dollar . . . seem like those that need the least always get lucky. Poor folks can't get nothing. troy: Them numbers don't know nobody. I don't know why you fool with them. You and Lyons both. rose: It's something to do. troy: You ain't doing nothing but throwing your money away. Rose stops wringing out the clothes and takes him on. rose: Troy, you know I don't play foolishly. I just play a nickel here and a nickel there. troy: That's two nickels you done thrown away. rose: Now I hit sometimes . . . that makes up for it. It always come in handy when I do hit. I don't hear you complaining then. 9780735217867\_Fences.indd 30 11/15/16 1:50 PM fences troy: I ain't complaining now. I just say it's foolish. Trying to guess out of six hundred ways which way the number gonna come. If I had all the money nig- gers . . . these Negroes, throw away on numbers for one week-- just one week-- I'd be a rich man. Troy heads inside as Rose brings the laundry basket to the line and hangs it. rose (to troy in the kitchen): Well, you wishing and call- ing it foolish ain't gonna stop folks from play- ing numbers. That's one thing for sure. Besides . . . some good things come from playing numbers. Look where Pope done bought him that restaurant off of numbers. Troy comes out, cup of coffee in hand. troy: I can't stand niggers like that. Man ain't had two dimes to rub together. He walking around with his shoes all run over bumming money for ciga- rettes. All right. Got lucky there and hit the numbers . . . rose: Troy, I know all about it. troy: Had good sense, I'll say that for him. He ain't throwed his money away. Troy goes down the steps toward the ruined fence. troy: I seen niggers hit the numbers and go through two thousand dollars in four days. Man brought him that restaurant down there . . . fixed it up 9780735217867\_Fences.indd 31 11/15/16 1:50 PM august wilson real nice . . . and then didn't want nobody to come in it! A Negro go in there and can't get no kind of service. I seen a white fellow come in there and order a bowl of stew. Pope picked all the meat out the pot for him. Man ain't had noth- ing but a bowl of meat! Negro come behind him and ain't got nothing but the potatoes and carrots. Talking about what numbers do for people, you picked a wrong example. Ain't done nothing but make a worser fool out of him than he was before. Rose comes out from behind the hanging laundry. rose: Troy, you ought to stop worrying about what hap- pened at work yesterday. troy: I ain't worried. Just told me to be down there at the commissioner's office on Friday. Everybody think they gonna fire me. I ain't worried about them firing me. You ain't got to worry about that. (pause) Where's Cory? Cory in the house? (loud)to help me with this fence. I know how he is. That boy scared of work. He ain't done a lick of work in his life. 9780735217867\_Fences.indd 32 11/15/16 1:50 PM fences rose: He had to go to football practice. Coach wanted them to get in a little extra practice before the season start. troy: I got his practice . . . running out of here before he get his chores done. rose: Troy, what is wrong with you this morning? Troy grabs a shovel goes to a corner of the yard. rose: Don't nothing set right with you. Go on back in there and go to bed . . . get up on the other side. troy: Why something got to be wrong with me? I ain't said nothing wrong with me. rose: You got something to say about everything. First it's the numbers . . . then it's the way the man runs his restaurant . . . then you done got on Cory. What's it gonna be next? Take a look up there and see if the weather suits you . . . or is it gonna be how you gonna put up the fence with the clothes hanging in the yard. troy: You hit the nail on the head then. rose: I know you like I know the back of my hand. Come on in here and get you some more coffee . . . see if that straighten you up. (going into the house) 'Cause you ain't right this morning. Troy starts to pace out the fence 9780735217867\_Fences.indd 33 11/15/16 1:50 PM august wilson line . . . He stops at the sound of a young girl's shout which seems to come from the abandoned house. Troy looks, listens: Nothing. Then the unsettling silence is broken by faint singing . . . gabriel (o.s.): Yes, ma'am, I got plums You ask me how I sell them Oh ten cents apiece-- Three for a quarter Come and buy now . . .Troy sees his brother gabriel coming down the street, followed by the neighborhood kids. He is seven years younger than troy. Injured in world war ii, he has a metal plate in his head. He carries an old trumpet tied around his waist and believes with every fiber of his being that he is the archangel gabriel. He carries a 9780735217867\_Fences.indd 34 11/15/16 1:50 PM fences chipped basket with an assortment of discarded fruits and vegetables he has picked up in the strip district and which he attempts to sell. gabriel (singing): 'Cause I'm here today and tomorrow I'll be gone. As the kids see Troy heading their way, they scatter. gabriel: There's Troy . . . Hey, Troy! troy: Hey, Gabe. Rose comes out on the porch. gabriel: Hey, Rose! rose: How you doing, Gabe? She continues down the steps, past Troy, and up to Gabe. Troy looks up and down the street, embarrassed. One or two old people are watching from windows and stoops. rose: What you got there? gabriel: You know what I got, Rose. I got fruits and vegetables. Rose looks through his basket, treating the produce carefully. rose: Where's all these plums you talking about? gabriel: I ain't got no plums today, Rose. I was just 9780735217867\_Fences.indd 35 11/15/16 1:50 PM august wilson singing that. Have some tomorrow. Put me in a big order for plums. Have enough plums tomorrow for Saint Peter and everybody. Gabriel shoots an anxious glance to Troy. gabriel (to Rose): Troy's mad at me. troy: I ain't mad at you. What I got to be mad at you about? You ain't done nothing to me. gabriel: I just moved over to Miss Pearl's to keep out from in your way. I ain't mean no harm by it. troy: Who said anything about that? I ain't said any- thing about that. gabriel: You ain't mad at me, is you? troy: Naw . . . I ain't mad at you, Gabe. If I was mad at you I'd tell you about it. gabriel: Got me two rooms. In the basement. Got my own door too. Wanna see my key? He fishes out a key on a string and shows Rose and Troy. gabriel: That's my own key! Ain't nobody else got a key like that. That's my key! My two rooms. troy: Well, that's good, Gabe. You got your own key . . . that's good. rose: You hungry, Gabe? I was just fixing to cook Troy his breakfast. 9780735217867\_Fences.indd 36 11/15/16 1:50 PM fences gabriel: I'll take some biscuits. You got some bis- cuits? Rose tries to lead Gabriel by the hand into the house. gabriel (to rose): Did you know when I was in Heaven  .  .  . every morning me and Saint Peter would sit down by the Gate and eat some big fat biscuits? Troy sees a pair of old ladies across the street, whispering. gabriel: Oh, yeah! We had us a good time. We'd sit there and eat us them biscuits and then Saint Pe- ter would go off to sleep and tell me to wake him up when it's time to open the Gates for the Judg- ment. rose: Well, come on, I'll make up a batch of biscuits. gabriel: Troy . . . Saint Peter got your name in the book. I seen it. It say . . . Troy Maxson. I say . . . I know him! He got the same name like what I got. That's my brother! troy: How many times you gonna tell me that, Gabe? gabriel: Ain't got my name in the book. Don't have to have my name. I done died and went to Heaven. He got your name though. One morning Saint Peter was looking at his book . . . marking it up for the Judgment . . . and he let me see your name. Got it in there under M. Got Rose's name . . . I ain't seen it like I seen yours . . . but I know it's in there. He got a great big book. Got every- body's 9780735217867\_Fences.indd 37 11/15/16 1:50 PM august wilson name what was ever been born. That's what he told me. But I seen your name. Seen it with my own eyes. troy: Go on in the house there. Rose going to fix you something to eat. gabriel: Oh, I ain't hungry. I done had breakfast with Aunt Jemimah. She come by and cooked me up a whole mess of flapjacks. Remember how we used to eat them flapjacks? troy: Go on in the house and get you something to eat now. gabriel: I got to go sell my plums. I done sold some tomatoes. Got me two quarters. Wanna see? He shows his quarters to Troy, then pockets them. gabriel: I'm gonna save them and buy me a new horn so Saint Peter can hear me when it's time to open the Gates. (turning with a sudden violence) Hear that? Hear that? That's the hellhounds. I got to chase them out of here. Go on get out of here! Get out! (singing softly) Well, all you hypocrite members, You wasting your time away. My God's calling for workmens And you had better obey. (louder) 9780735217867\_Fences.indd 38 11/15/16 1:50 PM fences Better get ready for judgment! Gabriel walks away singing as neighborhood kids give chase. Troy starts after him, then stops, looking at the old ladies, watching. He goes into the house.

Troy comes out of the house feeling like Superman. Rose is at the foot of the porch steps, cranking laundry through a mangle atop a bucket.

Troy heads up the dark alley toward the street. The singing gets louder, intermingled with children's voices, chanting, mocking the singer.

Troy comes into the kitchen. Rose, apron on, is making biscuit batter. rose: Where's Gabe? troy: He gone off somewhere. rose: He ain't eating right. Miss Pearl say she can't get him to eat nothing. troy: What you want me to do about it, Rose? I done did everything I can for the man. I can't make him get well. Man got half his head blown away . . .  what you expect? Troy pours himself a second cup of coffee. rose: Seem like something ought to be done to help him. troy: Man don't bother nobody. He just mixed up from that metal plate he got in his head. Ain't no sense for him to go back into the hospital. rose: Least he be eating right. They can help him take care of himself. 9780735217867\_Fences.indd 39 11/15/16 1:50 PM august wilson troy: Don't nobody wanna be locked up, Rose. What you wanna lock him up for? Man go over there and fight the war . . . messin' around with them Japs, get half his head blown off . . . and they give him a lousy three thousand dollars. And I had to swoop down on that. rose: Is you fixing to go into that again? troy: That's the only way I got a roof over my head . . . 'cause of that metal plate. rose: Ain't no sense you blaming yourself for nothing. Gabe wasn't in no condition to manage that money. You done what was right by him. Can't nobody say you ain't done what was right by him. Look how long you took care of him . . . till he wanted to have his own place and moved over there with Miss Pearl. troy: That ain't what I'm saying, woman! I'm just stating the facts. If my brother didn't have that metal plate in his head . . . I wouldn't have a pot to piss in or a window to throw it out of. And I'm fifty-- three years old. Now see if you can un- derstand that! He turns and goes to the front door. He grabs his jacket and hat. Rose is in the kitchen doorway, holding the mixing bowl. rose: Where you going off to? You been running out of here every Saturday for weeks. I thought you was gonna work on this fence? 9780735217867\_Fences.indd 40 11/15/16 1:50 PM fences troy: I'm gonna walk down to Taylors'. Listen to the ball game. I'll be back in a bit. I'll work on it when I get back. He goes out the front door, closing it hard. Rose looks down at the mixing bowl, surprised that she's holding it. She goes to the kitchen trash can and starts to dump the batter, but she can't. She sits at the table. She finds the ball game on the radio. She gets a metal cooking sheet, returns to the table, wipes her hands and starts lumping batter onto the sheet. Soon her fingers are covered with batter. She scrapes vigorously at her hands to clean them, then stops, her hands shaking. She exerts her will, steadying them. CLOSE UP on her hands; time passes, the light changes.

cory (o.s.): Mama? You all right? Two hours later. Rose sits, unmoving. The lumps of dough on the sheet have hardened. The game is still in progress. She turns as if waking up. Cory's behind her in his muddy workout clothes, holding his shoulder pads and 9780735217867\_Fences.indd 41 11/15/16 1:50 PM august wilson cleats. Rose wipes her hands, switches off the radio, then carries the baking sheet to the trash can, scraping off the ruined biscuits with a knife. rose: Your daddy like to had a fit with you running out of here this morning without doing your chores. cory: I told you I had to go to practice. rose: He say you were supposed to help him with the fence. cory: He been saying that the last four or five Satur- days, and then he don't never do nothing, but go down to Taylors' . . . Did you tell him about the recruiter? He opens the refrigerator and imagines the possibilities rose: Yeah, I told him. cory: What he say? rose: He ain't said nothing too much. You get up there and get started on your chores before he gets back. Go on and scrub down them steps before he gets back here hollering and carrying on. Rose tosses the baking sheet in the sink.9780735217867\_Fences.indd 42 11/15/16 1:50 PM fences picks up a covered pie that she's put on one of the chairs. Troy comes silently up the front steps, grabbing Rose from behind. Startled, she jumps! rose: Troy! He laughs. rose: Go on, now. You liked to scared me to death. What was the score of the game? Lucille had me on the phone and I couldn't keep up with it. troy: What I care about the game? Come here, woman. He tries to kiss her. rose: I thought you went down Taylors' to listen to the game. Go on, Troy! You supposed to be putting up the fence. Attempting to kiss her again. troy: I'll put it up when I finish with what is at hand. rose: Go on, Troy. I ain't studying you. Playfully chasing after her. troy: I'm studying you . . . fixing to do my homework! He lunges again, grabs her. rose: Troy, you better leave me alone. troy: Where's Cory? That boy brought his butt home yet? rose: He's in the house doing his chores. 9780735217867\_Fences.indd 43 11/15/16 1:50 PM august wilson troy (calling): Cory!! Get your butt out here, boy! (with lust in his eyes) When you coming back? rose (enjoying this:) I'll be right back. troy: When? rose: I'm just going down the street. As Rose leaves, Troy turns, climbs the steps.troy: You just now coming in here from leaving this morning? cory: Yeah, I had to go to football practice. troy: Yeah, what? cory: Yessir. troy: I ain't but two seconds off you noway. The gar- bage sitting in there overflowing . . . you ain't done none of your chores . . . and you come in here talking about, "Yeah." cory: I was just getting ready to do my chores now, Pop . . . 9780735217867\_Fences.indd 44 11/15/16 1:50 PM fences troy: Your first chore is to help me with this fence on Saturday. Everything else come after that. Now get that saw and cut them boards. Cory takes the saw and begins cutting the boards. Troy continues working. There is a long pause. cory: Hey, Pop . . . why don't you buy a TV? troy: What I want with a TV? What I want one of them for? cory: Everybody got one. Earl, Ba Bra . . . Jesse! troy: I ain't asked you who had one. I say what I want with one? cory: So you can watch it. They got lots of things on TV. Baseball games and everything. We could watch the World Series. troy: Yeah . . . And how much this TV cost? cory: I don't know. They got them on sale for around two hundred dollars. troy: Two hundred dollars, huh? cory: That ain't that much, Pop. troy: Naw, it's just two hundred dollars. (pointing with his pencil) See that roof you got over your head at night? Let me tell you something about that roof. It's been over ten years since that roof was last 9780735217867\_Fences.indd 45 11/15/16 1:50 PM august wilson tarred. See now . . . the snow come this winter and sit up there on that roof like it is . . . and it's gonna seep inside. It's just gonna be a lit- tle bit . . . ain't gonna hardly notice it. Then the next thing you know, it's gonna be leaking all over the house. Then the wood rot from all that water and you gonna need a whole new roof. Now, how much you think it cost to get that roof tarred? cory (stops sawing): I don't know. troy: Two hundred and sixty-- four dollars . . . cash money. While you thinking about a TV, I got to be thinking about the roof . . . and whatever else go wrong around here. Now if you had two hundred dollars, what would you do . . . fix the roof or buy a TV? cory: I'd buy a TV. Then when the roof started to leak . . . when it needed fixing . . . I'd fix it. Cory hurls a finished plank aside and grabs the next one. troy: Where are you gonna get the money from? You done spent it for a TV. You gonna sit up and watch the water run all over your brand-- new TV. cory: Aw, Pop. You got money. I know you do. troy: Where I got it at, huh? cory: You got it in the bank. troy: You wanna see my bankbook? You wanna see that $73.22 I got sitting up in there? 9780735217867\_Fences.indd 46 11/15/16 1:50 PM fences cory: You ain't got to pay for it all at one time. You can put a down payment on it and carry it home with you. troy: Not me. I ain't gonna owe nobody nothing if I can help it. Miss a payment and they come and snatch it right out your house. Then what you got? Now, soon as I get two hundred dollars clear, then I'll buy a TV. Right now, as soon as I get two hundred and sixty-- four dollars, I'm gonna have this roof tarred. cory: Aw . . . Pop! troy: You go on and get you two hundred dollars and buy one if ya want it. I got better things to do with my money. cory: I can't get no two hundred dollars. I ain't never seen two hundred dollars. troy: I'll tell you what . . . you get you a hundred dollars and I'll put the other hundred with it. cory: All right, I'm gonna show you. troy: You gonna show me how you can cut them boards right now. Cory begins to cut the boards. There is a long pause. cory: The Pirates won today. That makes five in a row. troy: I ain't thinking about the Pirates. Got an all-- white team. Got that boy . . . that Puerto Rican boy . . . Clemente. Don't even half-- play him. 9780735217867\_Fences.indd 47 11/15/16 1:50 PM august wilson That boy could be something if they give him a chance. Play him one day and sit him on the bench the next. cory: He gets a lot of chances to play. troy: I'm talking about playing regular. Playing ev- ery day so you can get your timing. That's what I'm talking about. cory: They got some white guys on the team that don't play every day. You can't play everybody at the same time. troy: If they got a white fellow sitting on the bench . . . you can bet your last dollar he can't play! The colored guy got to be twice as good be- fore he get on the team. That's why I don't want you to get all tied up in them sports. Man on the team and what it get him? They got colored on the team and don't use them. Same as not having them. All them teams the same. cory: The Braves got Hank Aaron and Wes Covington. Hank Aaron hit two home runs today. That makes forty--three. troy: Hank Aaron ain't nobody. That's what you sup- posed to do. That's how you supposed to play the game. Ain't nothing to it. It's just a matter of timing . . . getting the right follow-- through. Hell, I can hit forty-- three home runs right now! cory: Not off no major-- league pitching, you couldn't. troy: We had better pitching in the Negro leagues. I 9780735217867\_Fences.indd 48 11/15/16 1:50 PM fences hit seven home runs off of Satchel Paige. You can't get no better than that! cory: Sandy Koufax. He's leading the league in strike- outs. troy: I ain't thinking of no Sandy Koufax. cory: You got Warren Spahn and Lew Burdette. I bet you couldn't hit no home runs off of Warren Spahn. troy: I'm through with it now. You go on and cut them boards. (pause) Your mama tell me you done got recruited by a college football team? Is that right? cory: Yeah. Coach Zellman say the recruiter gonna be coming by to talk to you. Get you to sign the permission papers. troy: I thought you supposed to be working down there at the A&P. Ain't you supposed to be working down there after school? cory: Mr. Stawicki say he gonna hold my job for me until after the football season. Say starting next week I can work weekends. troy: I thought we had an understanding about this football stuff? You suppose to keep up with your chores and hold that job down at the A&P. Ain't been around here all day on a Saturday. Ain't none of your chores done . . . and now you tell- ing me you done quit your job. 9780735217867\_Fences.indd 49 11/15/16 1:50 PM august wilson cory: I'm gonna be working weekends. troy: You damn right you are! And ain't no need for nobody coming around here to talk to me about signing nothing. cory: Hey, Pop . . . you can't do that. He's coming all the way from North Carolina. troy: I don't care where he coming from. The white man ain't gonna let you get nowhere with that foot- ball no way. You go on and get your book-- learning so you can work yourself up in that A&P or learn how to fix cars or build houses or something, get you a trade. That way you have something can't nobody take away from you. You go on and learn how to put your hands to some good use. Besides haul- ing people's garbage. cory: I get good grades, Pop. That's why the recruiter wants to talk with you. You got to keep up your grades to get recruited. This way I'll be going to college. I'll get a chance . . . troy: First you gonna get your butt down there to the A&P and get your job back. cory: Mr. Stawicki done already hired somebody else 'cause I told him I was playing football. troy: You a bigger fool than I thought . . . to let somebody take away your job so you can play some football. Where you gonna get your money to take out your girlfriend and whatnot? What kind of fool- ishness is that to let somebody take away your job? 9780735217867\_Fences.indd 50 11/15/16 1:50 PM fences cory: I'm still gonna be working weekends. troy: Naw . . . naw. You getting your butt out of here and finding you another job. cory: Come on, Pop! I got to practice. I can't work after school and play football too. The team needs me. That's what Coach Zellman say . . . troy: I don't care what nobody else say. I'm the boss . . . you understand? I'm the boss around here. I do the only saying what counts. cory: Come on, Pop! Troy comes right up to Cory, in his face. troy: I asked you . . . Did you understand? cory: Yeah . . . troy: What?! cory: Yessir. troy: Yessir. cory (pause): Can I ask you a question? troy: What the hell you wanna ask me? Mr. Stawicki the one you got the questions for. cory: How come you ain't never liked me? troy: Liked you? Who the hell say I got to like you? What law is there say I got to like you? Wanna stand up in my face and ask a damn fool-- ass ques- 9780735217867\_Fences.indd 51 11/15/16 1:50 PM august wilson tion like that. Talking about liking somebody. Come here, boy, when I talk to you. Cory hesitates, then goes to Troy. troy: Straighten up, goddamn it! Cory does. troy: I asked you a question . . . what law is there say I got to like you? cory: None. troy: Well, all right then! Don't you eat every day? Cory looks down. troy: Answer me when I talk to you! Don't you eat ev- ery day? cory: Yeah. troy: Nigger, as long as you in my house, you put that sir on the end of it when you talk to me! cory: Yes . . . sir. troy: You eat every day. cory: Yessir! troy: Got a roof over your head. cory: Yessir! troy: Got clothes on your back. cory: Yessir. troy: Why you think that is? 9780735217867\_Fences.indd 52 11/15/16 1:50 PM fences cory: 'Cause of you. troy: Aw, hell, I know it's 'cause of me . . . but why do you think that is? cory (hesitant): 'Cause you like me. troy: Like you? I go out of here every morning . . . bust my butt . . . putting up with them crackers every day . . . 'cause I like you? You about the biggest fool I ever saw. It's my job. It's my re- sponsibility! You understand that? A man got to take care of his family. You live in my house . . .  sleep your behind on my bedclothes . . . fill you belly up with my food . . . 'cause you my son. Rose is in the kitchen, listening through the screen door. troy: You my flesh and blood. Not 'cause I like you! 'Cause it's my duty to take care of you. I owe a responsibility to you! Let's get this straight right here . . . before it go along any fur- ther . . . I ain't got to like you. Mr. Rand don't give me my money come payday 'cause he likes me. He gives me 'cause he owe me. I done give you everything I had to give you. I gave you your life! Me and your mama worked that out be- tween us. And liking your black ass wasn't part of the bargain. Don't you try and go through life worrying about if somebody like you or not. You best be making sure they doing right by you. You understand what I'm saying, boy? cory: Yessir. 9780735217867\_Fences.indd 53 11/15/16 1:50 PM august wilson troy: Then get the hell out of my face, and get on down to that A&P. Cory runs up the stairs, yanks open the screen door to discover Rose, standing there. He pushes past her, letting the door slam. She comes out onto the porch. rose (coming down into the yard): Why don't you let the boy go ahead and play football, Troy? Ain't no harm in that. He's just trying to be like you with the sports. troy: I don't want him to be like me! I want him to move as far away from my life as he can get. You the only decent thing that ever happened to me. I wish him that. But I don't wish him a thing else from my life. He starts to put away the sawhorses. troy: I decided seventeen years ago that boy wasn't getting involved in no sports. Not after what they did to me in the sports. rose: Troy, why don't you admit you was too old to play in the major leagues? For once . . . why don't you admit that? troy: What do you mean too old? Don't come telling me I was too old. I just wasn't the right color. Hell, I'm fifty-- three years old and can do better than Selkirk's .269 right now! rose: How's was you gonna play ball when you were 9780735217867\_Fences.indd 54 11/15/16 1:50 PM fences over forty? Sometimes I can't get no sense out of you. troy: I got good sense, woman. I got sense enough not to let my boy get hurt over playing no sports. You been mothering that boy too much. Worried about if people like him. rose: Everything that boy do . . . he do for you. He wants you to say, "Good job, son." That's all. troy: Rose, I ain't got time for that. He's alive. He's healthy. He's got to make his own way. I made mine. Ain't nobody gonna hold his hand when he get out there in that world. rose: Times have changed from when you was young, Troy. People change. The world's changing around you and you can't even see it. troy (slow, methodical): Woman . . . I do the best I can do. I come in here every Friday. I carry a sack of potatoes and a bucket of lard. You all line up at the door with your hands out. I give you the lint from my pockets. I give you my sweat and my blood. I ain't got no tears. I done spent them. We go up- stairs in that room at night . . . and I fall down on you and try to blast a hole into forever. I get up Monday morning . . . find my lunch on the table. I go out. Make my way. Find my strength to carry me through to the next Friday. That's all I got, Rose. Troy starts into the house. troy: That's all I got to give. I can't give nothing else! 9780735217867\_Fences.indd 55 11/15/16 1:50 PM august wilson He goes inside. The door swings shut behind him. Rose, alone, watching him go.era heroic worker figures laying sewers. The sound of footsteps. The camera pans down to catch the back of a white deputy commissioner. He hurries past various businessmen and -- women, all white, to find troy sitting in the chair against the opposite wall, looking nervous, hat in hand. deputy commisioner: Mr. Maxson? Troy stands. deputy commisioner: The commissioner will see you now. Close up on Troy's face.In the black we hear Troy and Bono. bono (v.o.): He told him the same thing he told you. Take it to the union. 9780735217867\_Fences.indd 56 11/15/16 1:50 PM fences troy (v.o.): (excited) Brownie ain't got that much sense. Man wasn't thinking about nothing. He wait until I confront them on it . . . then he wanna come crying se- niority. (calls out) ROSE! HEY ROSE!:

Rose, dressed nicely, checks the front door to make sure it's locked. She

Troy comes out of the house. He goes to the tarp covering the lumber. Cory comes out onto the porch.

We're moving at a rapid walking pace looking up at a ceiling fresco of wpa--

AFTERNOON Troy peacocking, Bono walks beside him. Across the street, a couple of people look out of their windows. bono: I wish I could have seen Mr. Rand's face when he told you. troy: He couldn't get it out of his mouth! Liked to bit his tongue! When they called me down there to the commissioner's office . . . he thought they was gonna fire me. Like everybody else. bono: I didn't think they was gonna fire you. I thought they was gonna put you on the warning paper.

troy: HEY ROSE! (to Bono) Yeah, Mr. Rand like to bit his tongue. 9780735217867\_Fences.indd 57 11/15/16 1:50 PM august wilson bono: I see you run right down to Taylors' and told that Alberta gal. troy (calling): HEY ROSE! (to Bono) I told everybody. HEY ROSE! (for Bono) I went down there to cash my check.rose: Hush all that hollering, man! I know you out here. What they say down there at the commission- er's office? troy (with mock pride): You supposed to come when I call you, woman. Bono'll tell you that. (to Bono) Don't Lucille come when you call her? rose: Man, hush your mouth. I ain't no dog . . . talk about . . . "come when you call me." Rose pulls her head back in and shuts the window. Troy, still peacocking, heads up the steps and makes a show of opening the back porch door for her. 9780735217867\_Fences.indd 58 11/15/16 1:50 PM fences troy (loud for rose to hear): You hear this, Bono? I had me an old dog used to get uppity like that. You say, "C'mere, Blue!" . . . and he just lay there and look at you. Rose hurries out onto the back porch. troy: End up getting a stick and chasing him away try- ing to make him come. rose: I ain't studying you and your dog. I remember you used to sing that old song. troy (he sings:) Hear it ring! Hear it ring! Had an old dog his name was Blue. rose: Don't nobody want to hear you sing that old song. troy (singing): You know Blue was mighty true. rose: Used to have Cory running around here singing that song. bono: Hell, I remember that song myself. troy (singing): You know Blue was a good old dog. Blue treed a possum in a hollow log. That was my daddy's song. My daddy made up that song. rose: I don't care who made it up. Don't nobody wanna hear you sing it. troy (makes a song like calling a dog): Come here, woman. rose: You come in here carrying on, I reckon they 9780735217867\_Fences.indd 59 11/15/16 1:50 PM august wilson ain't fired you. What they say down there at the commissioner's office? troy (puts his arm around rose): Look here, Rose . . . Mr. Rand called me into his office today when I got back from talking to them people down there . . .  it come from up top . . . he called me in and told me they was making me a driver. rose: Troy, you kidding! troy: No I ain't. Ask Bono. rose: Well, that's great, Troy. Now you don't have to hassle them people no more. Lyons comes out from inside. troy: Aw hell . . . I wasn't looking to see you today. I thought you was in jail. Got it all over the front page of the Courier about them raiding See- fus' place . . . where you be hanging out with all them thugs. lyons: Hey, Pop . . . that ain't got nothing to do with me. I don't go down there gambling. I go down there to sit in with the band. I ain't got nothing to do with the gambling part. They got some good music down there. troy: They got some rogues . . . is what they got. lyons: How you been, Mr. Bono? Hi, Rose. bono: I see where you playing down at the Crawford Grill tonight. 9780735217867\_Fences.indd 60 11/15/16 1:50 PM fences rose: How come you ain't brought Bonnie like I told you. You should have brought Bonnie with you, she ain't been over in a month of Sundays. lyons: I was just in the neighborhood . . . thought I'd stop by. troy: Here he come . . . bono: Your daddy got a promotion on the rubbish. He's gonna be the first colored driver. Ain't got to do nothing but sit up there and read the paper like them white fellows. Lyons comes down the steps and joins them. lyons: Hey, Pop . . . if you knew how to read you'd be all right. bono: Naw . . . naw . . . you mean if the nigger knew how to drive he'd be all right. Been fighting with them people about driving and ain't even got a license. Mr. Rand know you ain't got no driver's license? troy: Driving ain't nothing. All you do is point the truck where you want it to go. Driving ain't nothing. bono: Do they know you ain't got no driver's license? That's what I'm talking about. I ain't asked if driving was easy. I asked if Mr. Rand know you ain't got no driver's license. troy: He ain't got to know. The man ain't got to know 9780735217867\_Fences.indd 61 11/15/16 1:50 PM august wilson my business. Time he find out, I have two or three driver's licenses. lyons (going into his pocket): Say, look here, Pop . . . troy: I knew it was coming. Didn't I tell you, Bono? I know what kind of "look here, Pop" that was. The nigger fixing to ask me for some money. It's Fri- day night. It's my payday. All them rogues down there on the avenue . . . the ones that ain't in jail . . . and Lyons is hopping in his shoes to get down there with them. Lyons takes out a ten dollar bill and holds it out to Troy. lyons: See, Pop . . . if you'd give somebody else a chance to talk sometime-- you'd see that I was fix- ing to pay you back your ten dollars like I told you. Here . . . I told you I'd pay you when Bon- nie got paid. troy: Naw . . . you go ahead and keep that ten dol- lars. Put it in the bank. The next time you feel like you wanna come by here and ask me for some- thing . . . you go on down there and get that. lyons: Here's your ten dollars, Pop. I told you I don't want you to give me nothing. I just wanted to borrow ten dollars. troy: Naw . . . you go on and keep that for the next time you want to ask me. lyons: Come on, Pop . . . here go your ten dollars. 9780735217867\_Fences.indd 62 11/15/16 1:50 PM fences Lyons tries again to hand the money to Troy. rose: Why don't you go on and let the boy pay you back, Troy? lyons: Here you go, Rose. If you don't take it I'm gonna have to hear about it for the next six months. He hands her the money. rose: You can hand yours over here too, Troy. troy: You see this Bono, you see how they do me? bono: Yeah, Lucille do me the same way. Gabriel is heard singing . . . gabriel: Better get ready for the judgement! Better get ready for . . . Hey! . . . Hey! There's Troy's boy! lyons: How you doing, Uncle Gabe? gabriel: Lyons . . . The King of the Jungle! He surveys the backyard, finding Rose, who's come to greet him. gabriel: Rose . . . hey, Rose. Got a flower for you. Gabe rummages in his basket till he finds a torn-- off branch of a rose vine. He hands it to Rose. gabriel: Picked it myself. That's the same rose like you is! 9780735217867\_Fences.indd 63 11/15/16 1:50 PM august wilson rose: That's right nice of you, Gabe. lyons: What you been doing, Uncle Gabe? gabriel: Oh, I been chasing hellhounds and waiting on the time to tell Saint Peter to open the Gates. lyons: You been chasing hellhounds, huh? Well . . . you doing the right thing, Uncle Gabe. Somebody got to chase them. gabriel: Oh, yeah . . . I know it. The devil's strong. The devil ain't no pushover. Hellhounds snipping at everybody's heels. But I got my trumpet wait- ing on the Judgment time. lyons: Waiting on the Battle of Armageddon, huh? gabriel: Ain't gonna be too much of a battle when God get to waving that Judgment sword. But the peo- ple's gonna have a hell of a time trying to get into Heaven if them Gates ain't open. lyons (putting his arms around gabriel): You hear this, Pop? Uncle Gabe, you all right! gabriel (laughing with lyons): Lyons! King of the Jungle. rose: You gonna stay for supper, Gabe? Want me to fix you a plate? gabriel: I'll just take a sandwich, Rose. Don't want no plate. Just wanna eat with my hands. I'll take a sandwich. rose: How about you, Lyons? You staying? Got some short ribs cooking. 9780735217867\_Fences.indd 64 11/15/16 1:50 PM fences lyons: Naw, I won't eat nothing till after we finished playing. (pause) You ought to come down and listen to me play, Pop. troy: I don't like that Chinese music. All that noise. rose: Go on in the house and wash up, Gabe . . . I'll fix you a sandwich. gabriel (to lyons as he goes inside): Troy's mad at me. lyons: What you mad at Uncle Gabe for, Pop. rose: He thinks Troy's mad at him 'cause he moved over to Miss Pearl's. troy: I ain't mad at the man. He can live where he want to live at. lyons: What he move over there for? Miss Pearl don't like nobody. rose: She don't mind him none. She treats him real nice. She just don't allow all that singing. troy: She don't mind that rent he be paying . . . that's what she don't mind. rose: Troy, I ain't going through that with you no more. He's over there 'cause he want to have his own place. He can come and go as he please. troy: Hell, he could come and go as he please here. I wasn't stopping him. I ain't put no rules on him. 9780735217867\_Fences.indd 65 11/15/16 1:50 PM august wilson rose: It ain't the same thing, Troy. And you know it. Now, that's the last I wanna hear about that. I don't wanna hear nothing else about Gabe and Miss Pearl. And next week . . . (Gabe calls from the kitchen) gabriel (o.s.): I'm ready for my sandwich, Rose. rose: And next week . . . when that recruiter come from that school . . . I want you to sign that paper and go on and let Cory play football. Then that'll be the last I have to hear about that. troy (to Rose as she goes into the kitchen): I ain't thinking about Cory nothing. lyons: What . . . Cory got recruited? What school he going to? troy: That boy walking around here smelling his piss . . . thinking he's grown. Thinking he's gonna do what he want, irrespective of what I say. Look here, Bono . . . I left the commission- er's office and went down to the A&P . . . that boy ain't working down there. He lying to me. Telling me he got his job back . . . telling me he working weekends . . . telling me he working after school . . . Mr. Stawicki tell me he ain't working down there at all! lyons: Cory just growing up. He's just busting at the seams trying to fill out your shoes. troy: I don't care what he's doing. When he get to the 9780735217867\_Fences.indd 66 11/15/16 1:50 PM fences point where he wanna disobey me . . . then it's time for him to move on. Bono'll tell you that. I bet he ain't never disobeyed his daddy without paying the consequences. Troy offers Bono the bottle. Bono takes it. bono: I ain't never had a chance. My daddy came on through . . . But I ain't never knew him to see him . . . or what he had on his mind or where he went. Just moving on through. Searching out the New Land. That's what the old folks used to call it. See a fellow moving around from place to place . . . woman to woman . . . called it Searching out the New Land. I can't say if he ever found it. I come along, didn't want no kids. Didn't know if I was gonna be in one place long enough to fix on them right as their daddy. I fig- ured I was going searching too. Bono sips, hands the bottle to Lyons, who takes a big swig. bono: As it turned out I been hooked up with Lucille near about as long as your daddy been with Rose. Going on sixteen years. troy: Sometimes I wish I hadn't known my daddy. He ain't cared nothing about no kids. A kid to him wasn't nothing. All he wanted was for you to learn how to walk so he could start you to work- ing. When it come time for eating . . . he ate 9780735217867\_Fences.indd 67 11/15/16 1:50 PM august wilson first. If there was anything left over, that's what you got. Man would sit down and eat two chickens and give you the wing. lyons: You ought to stop that, Pop. Everybody feed their kids. No matter how hard times is . . . ev- erybody care about their kids. Make sure they have something to eat. troy: The only thing my daddy cared about was getting them bales of cotton in to Mr. Lubin. That's the only thing that mattered to him. Sometimes I used to wonder why he was living. Wonder why the devil hadn't come and got him. "Get them bales of cot- ton in to Mr. Lubin" and find out he owe him money . . . lyons: He should have just went on and left when he saw he couldn't get nowhere. That's what I would have done. troy: How he gonna leave with eleven kids? And where he gonna go? He ain't knew how to do nothing but farm. No, he was trapped and I think he knew it. But I'll say this for him . . . he felt a respon- sibility toward us. Maybe he ain't treated us the way I felt he should have . . . but without that responsibility he could have walked off and left us . . . made his own way. bono: A lot of them did. Back in those days what you talking about . . . they walk out their front door and just take on down one road or another and keep on walking. 9780735217867\_Fences.indd 68 11/15/16 1:50 PM fences lyons: There you go! That's what I'm talking about. Troy offers Bono the bottle. bono: Just keep on walking till you come to something else. Ain't you never heard of nobody having the walking blues? Well, that's what you call it when you just take off like that. troy: My daddy ain't had them walking blues! What you talking about? He stayed right there with his family. But he was just as evil as he could be. My mama couldn't stand him. Couldn't stand that evilness. She run off when I was about eight.

A sharp colorless memory fragment: troy's father, a sharecropper, seen from behind as he steers a plow pulled by a mule. troy (v.o.): She sneaked off one night after he had gone to sleep. Told me she was coming back for me. I ain't never seen her no more. All his women run off and left him. He wasn't good for nobody.

troy: When my turn come to head out, I was fourteen and got to sniffing around Joe Canewell's daugh- ter. 9780735217867\_Fences.indd 69 11/15/16 1:50 PM august wilsontroy (o.s.): Had us an old mule we called Greyboy. My daddy sent me out to do some plowing and I tied up Greyboy and went to fooling around with Joe Canewell's daughter. We done found us a nice spot, got real cozy with each other. She about thirteen and we done figured we was grown any- way .�.: .: So we down there enjoying our- selves . . . ain't thinking about nothing.growing new foliage, lying down on leaves; a quick glimpse of a pretty face; her laughter heard underneath Troy's voice: troy (v.o.): We didn't know Greyboy had got loose and wandered back to the house and my daddy was look- ing for me. We down there by the creek enjoying ourselves when my daddy come up on us. 9780735217867\_Fences.indd 70 11/15/16 1:50 PM fences

Rose sits next to Gabriel, eating a sandwich, his trumpet on the table. Rose is listening to Troy.

Memory fragment, no color: The arms, shoulders, legs of a teenaged girl, pushing aside low--

Gabriel stands with his trumpet, sandwich in his other hand. Rose is still sitting, transfixed.

Rose has chopped a large pile of okra. She holds the knife, listening.

troy: Surprised us. He had them leather straps off the mule and commenced to whupping me like there was no tomorrow. I jumped up, mad and embarrassed. I was scared of my daddy.

Memory fragment: Troy's father's huge arms tearing at branches, scrabbling after something that's scrambling away from his grasping hands.

troy: When he commenced to whupping on me . . . quite naturally I run to get out of the way. Now I thought he was mad 'cause I ain't done my work. But I see where he was chasing me off so he could have the gal for himself. When I see what the matter of it was, I lost all fear of my daddy. Right there is where I become a man . . . at fourteen years of age.

Memory fragment: The teenaged girl, running, terrified, deeper into the woods; Troy's father's back, his shirt 9780735217867\_Fences.indd 71 11/15/16 1:50 PM august wilson being torn open by the stroke of a leather reins; his arms raised against further lashing. troy (v.o.): Now it was my turn to run him off. I picked up them same reins that he had used on me. I picked up them reins and commenced to whupping on him. The gal jumped up and run off . . . and when my daddy turned to face me, I could see why the devil had never come to get him . . . Troy's father grabs the reins, lowering his arms; a moment in which we see his face for the first time. troy (v.o.): . . . 'cause he was the devil himself.was laying right there by the creek, and Blue  .  .  .  this old dog we had . . . was licking my face. I thought I was blind. I couldn't see nothing. Both my eyes were swollen shut. I laid there and cried. I didn't know what I was gonna do. 9780735217867\_Fences.indd 72 11/15/16 1:50 PM fences He stops, lost someplace inside his head. troy: The only thing I knew was the time had come for me to leave my daddy's house. And right there the world suddenly got big. And it was a long time before I could cut it down to where I could handle it. Gabe comes out on the porch. A beat, then: lyons: What you got there, Uncle Gabe? gabriel: Got me a ham sandwich. Rose gave me a ham sandwich. troy: I don't know what happened to him. I done lost touch with everybody except Gabriel. But I hope he's dead. I hope he found some peace. lyons: That's a heavy story, Pop. I didn't know you left home when you was fourteen. The phone rings inside the house. lyons: Fourteen's kinda young to be out on your own. I don't know what I would have done. troy: I got up from the creek and walked on down to Mobile. I was through with farming. (stands, goes to a safe place . . .  his bat, leaning against the tree) Figured I could do better in the city. So I walked the two hundred miles to Mobile. 9780735217867\_Fences.indd 73 11/15/16 1:50 PM august wilson lyons: Wait a minute . . . you ain't walked no two hundred miles, Pop. Ain't nobody gonna walk no two hundred miles. You talking about some walking there. bono: That's the only way you got anywhere back in them days. lyons: Shhh. Damn if I wouldn't have hitched a ride with somebody! troy: Who you gonna hitch it with? They ain't had no cars and things like they got now. Swinging his bat . . . troy: We talking about 1918. Rose comes out onto the porch. rose: What you all out here getting into? troy (to rose): I'm telling Lyons how good he got it. He don't know nothing about this I'm talking. rose: Lyons, that was Bonnie on the phone. She say you supposed to pick her up. lyons: Yeah, okay, Rose. troy: I walked on down to Mobile and hitched up with some of them fellows that was heading this way. Got up here and found out . . . not only couldn't you get a job . . . you couldn't find no place to live. I thought I was in freedom. Shhh. Colored folks living down there on the riverbanks in whatever kind of shelter they could find for them- 9780735217867\_Fences.indd 74 11/15/16 1:50 PM fences selves. Right down there under the Brady Street Bridge. Living in shacks made of sticks and tar paper. Here we go. troy: Messed around there and went from bad to worse. Started stealing. First it was food. Then I fig- ured, hell, if I steal money I can buy me some food. Buy me some shoes too! One thing led to another. Met your mama. I was young and anxious to be a man. Met your mama and had you. What I do that for? Lyons is unsure if his father is joking. troy: Now I got to worry about feeding you and her. Got to steal three times as much. Went out one day looking for somebody to rob . . . that's what I was, a robber. I'll tell you the truth. I'm ashamed of it today. But it's the truth. Went to rob this fellow . . . pulled out my knife . . . and he pulled out a gun. Shot me in the chest. It felt just like somebody had taken a hot branding iron and laid it on me. When he shot me I jumped at him with my knife. They told me I killed him and they put me in the penitentiary and locked me up for fifteen years. That's where I met Bono. That's where I learned how to play baseball. Got out that place and your mama had taken you and went on to make a life without me. Lyons listens, completely absorbed. 9780735217867\_Fences.indd 75 11/15/16 1:50 PM august wilson troy: Fifteen years was a long time for her to wait. But that fifteen years cured me of that robbing stuff. (looking at Rose) Rose'll tell you. She asked me when I met her if I had gotten all that foolishness out of my system. And I told her, "Baby, it's you and base- ball all what count with me." You hear me, Bono? I meant it too. She say, "Which one comes first?" I told her, "Baby, ain't no doubt it's base- ball . . . but you stick and get old with me and we'll both outlive this baseball." Am I right, Rose? And it's true. rose: Man, hush your mouth. You ain't said no such thing. Talking about, "Baby, you know you'll al- ways be number one with me." That's what you was talking. troy: You hear that, Bono. That's why I love her. bono: Rose'll keep you straight. You get off the track, she'll straighten you up. Rose heads to the kitchen. rose: Lyons, you better get on up and get Bonnie. She waiting on you. lyons: Hey, Pop, why don't you come on down to the Grill and hear me play? troy: I ain't going down there. I'm too old to be sit- ting around in them clubs. 9780735217867\_Fences.indd 76 11/15/16 1:50 PM fences bono: You got to be good to play down at the Grill. lyons: Come on, Pop . . . troy: I got to get up in the morning. lyons: You ain't got to stay long. troy (standing): Naw, I'm gonna get my supper and go on to bed. lyons: Well, I gotta go. I'll see you again. Lyons heads into the house. troy: Don't you come around my house on my payday.

Rose is cooking. rose: Pick up the phone and let somebody know you com- ing. And bring Bonnie with you. You know I'm al- ways glad to see her. Troy and Bono come into the kitchen. lyons: Yeah, I'll do that, Rose. You take care now. See you, Pop. See you, Mr. Bono. (calling through the screen door) See you, Uncle Gabe. Gabe calls in from outside: gabriel (o.s.): Lyons! King of the Jungle! Lyons grabs his guitar and leaves. 9780735217867\_Fences.indd 77 11/15/16 1:50 PM august wilson troy (to rose): Is supper ready, woman? Me and you got some business to take care of. I'm gonna tear it up too. rose: Troy, I done told you now! Troy puts his arm around Bono. troy: Aw hell, woman . . . this is Bono. Bono like family. I done known this nigger since . . . how long I done know you? bono: It's been a long time. troy: I done known this nigger since Skippy was a pup. Me and him done been through some times. bono: You sure right about that. troy: Hell, I done know him longer than I known you. And we still standing shoulder to shoulder. Hey, look here, Bono . . . a man can't ask for no more than that. I love you, nigger. bono: Hell, I love you too . . . but I got to get home see my woman. You got yours in hand. I got to go get mine.9780735217867\_Fences.indd 78 11/15/16 1:50 PM fences gives Troy a hard, uncompromising look. cory: What you do that for, Pop? Rose comes out. rose: What's the matter? Cory . . . what's the mat- ter? cory: Papa done went up to the school and told Coach Zellman I can't play football no more. Wouldn't even let me play the game. Told him to tell the recruiter not to come. rose: Troy . . . troy: What you Troying me for. Yeah, I did it. And the boy know why I did it. cory: Why you wanna do that to me? That was the one chance I had. rose: Ain't nothing wrong with Cory playing football, Troy. troy: The boy lied to me. I told the nigger if he wanna play football . . . to keep up his chores and hold down that job at the A&P. That was the conditions. Stopped down there to see Mr. St- awicki . . . cory: I can't work after school during the football season, Pop! I tried to tell you that Mr. Stawic- ki's holding my job for me. You don't never want to listen to nobody. And then you wanna go and do this to me! 9780735217867\_Fences.indd 79 11/15/16 1:50 PM august wilson troy: I ain't done nothing to you. You done it to yourself Gabriel is standing across the street. He lifts the trumpet to his lips and tries to blow. No sound comes out. cory: Just 'cause you didn't have a chance! You just scared I'm gonna be better than you, that's all. Troy comes down onto the street. Cory backs away a little. troy: Come here. Cory reluctantly goes over to Troy. rose (coming down the steps): Troy . . . troy: All right! See. You done made a mistake. cory: I didn't even do nothing! troy: I'm gonna tell you what your mistake was. The football helmet is on the street next to Troy. He kicks it with his foot and sends it tumbling down the hill. troy: See . . . you swung at the ball and didn't hit it. That's strike one. See, you in the batter's box now. You swung and you missed. That's strike one. Troy closes the distance, his face leering, terrifying. Cory tries not to flinch. Troy hisses in Cory's ear: troy: Don't you strike out! 9780735217867\_Fences.indd 80 11/15/16 1:50 PM fences

Bono goes out onto the front porch. Troy follows. They stop when a helmet comes flying in Troy's direction. Cory standing in the middle of the street, dressed in his football uniform, he

MORNING CLOSE UP: We see a baseball swinging like a pendulum, in and out of focus. Cory is at the tree hitting the ball with the bat. He tries to mimic Troy but his swing is awkward, less sure. Rose watches . . . Cory swings again, misses. rose: Cory, I want you to help me with this cupboard. cory: I ain't quitting the team. I don't care what Poppa say. rose: I'll talk to him when he gets back. He had to go see about your Uncle Gabe. The police done ar- rested him. Say he was disturbing the peace. He'll be back directly. Come on in here and help me clean out the top of this cupboard. Cory goes into house. Rose sees Troy and Bono enter the backyard from the side yard. rose: Troy . . . What they say down there? troy: Ain't said nothing. I give them fifty dollars and they let him go. I'll talk to you about it. Where's Cory? rose: He's in there helping me clean out these cup- boards. troy: Tell him to get his butt out here. 9780735217867\_Fences.indd 81 11/15/16 1:50 PM august wilson Rose goes into the house. Troy and Bono make their way over to the pile of wood. troy: All they want is the money. That makes six or seven times I done went down there and got him. See me coming they stick out their hands. bono: Yeah. I know what you mean. That's all they care about . . . that money. They don't care about what's right. (pause) Nigger, why you got to go and get some hard wood? You ain't doing nothing but building a lit- tle old fence. Get you some soft pine wood. That's all you need. troy: I know what I'm doing. This is outside wood. You put pine wood inside the house. Pine wood is in- side wood. This here is outside wood. Now you tell me where the fence is gonna be? bono: You don't need this wood. You can put it up with pine wood and it'll stand as long as you gonna be here looking at it. troy: How you know how long I'm gonna be here, nigger? Hell, I might just live forever. Live longer than old man Horsely. bono: That's what Magee used to say. troy: Magee's a damn fool. Now you tell me who you 9780735217867\_Fences.indd 82 11/15/16 1:50 PM fences ever heard of gonna pull their own teeth with a pair of rusty pliers. bono: The old folks . . . my granddaddy used to pull his teeth with pliers. They ain't had no dentists for the colored folks back then. troy: Get clean pliers! You understand? Clean pliers! Sterilize them! Besides we ain't living back then. All Magee had to do was walk over to Doc Goldblum's. They start to work . . . or not. bono: I see where you and that Tallahassee gal . . . that Alberta . . . I see where you all done got tight. troy: What you mean "got tight"? bono: I see where you be laughing and joking with her all the time. troy: I laughs and jokes with all of them, Bono. You know me. bono: That ain't the kind of laughing and joking I'm talking about. Cory comes out from the house. cory: How you doing, Mr. Bono? troy: Get that saw from Bono and cut some wood. He talking about the wood's too hard to cut. (to Bono) 9780735217867\_Fences.indd 83 11/15/16 1:50 PM august wilson Stand back there, Jim, and let that young boy show you how it's done. bono: He's sure welcome to it. Cory goes to Bono, who hands him the saw. Cory saws fast finishing in seconds, puts the next board in place and saws. bono: Whew-- e-- e! Look at that. Big old strong boy. Look like Joe Louis. Hell, must be getting old the way I'm watching that boy whip through that wood. cory: I don't see why Mama want a fence around the yard noways. troy: Damn if I know either. What the hell she keeping out with it? She ain't got nothing nobody want. bono: Some people build fences to keep people out . . . and other people build fences to keep people in. Rose wants to hold on to you all. She loves you. troy: Hell, nigger, I don't need nobody to tell me my wife loves me. Cory . . . go on in and see if you can find that other saw. cory: Where's it at? troy: I said find it! Look for it till you find it! Cory goes into the house. Troy turns to Bono . . . troy: What's that supposed to mean? Wanna keep us in? bono (bono leads troy out of earshot): Troy . . . I done 9780735217867\_Fences.indd 84 11/15/16 1:50 PM fences known you seem like damn near my whole life. You and Rose both. I done know both of you all for a long time. I remember when you met Rose. When you was hitting them baseballs out the park. A lot of them old gals was after you then. You had the pick of the litter. When you picked Rose, I was happy for you. That was the first time I knew you had any sense. I said . . . My man Troy knows what he's doing . . . I'm gonna follow this nigger . . . he might take me somewhere. I been following you too. I done learned a whole heap of things about life watching you. I done learned how to tell where the shit lies. How to tell it from the alfalfa. You done learned me a lot of things. You showed me how to not make the same mistakes . . . to take life as it comes along and keep putting one foot in front of the other. (pause) Rose a good woman, Troy. troy: Hell, nigger, I know she a good woman. I been married to her for eighteen years. What you got on your mind, Bono? bono: I just say she a good woman. Just like I say anything. I ain't got to have nothing on my mind. troy: You just gonna say she a good woman and leave it hanging out there like that? Why you telling me she a good woman? bono: She loves you, Troy. Rose loves you. 9780735217867\_Fences.indd 85 11/15/16 1:50 PM august wilson troy: You saying I don't measure up. That's what you trying to say. I don't measure up 'cause I'm see- ing this other gal. I know what you trying to say. bono: I know what Rose means to you, Troy. I'm just trying to say I don't want to see you mess up. troy: Yeah, I appreciate that, Bono. If you was mess- ing around on Lucille I'd be telling you the same thing. bono: Well, that's all I got to say. I just say that because I love you both. Troy takes this in. troy: Hell, you know me . . . I wasn't out there look- ing for nothing. You can't find a better woman than Rose. I know that. But seems like this woman just stuck on to me where I can't shake her loose. I done wrestled with it, tried to throw her off me . . . but she just stuck on tighter. Now she's stuck on for good. bono: You's in control . . . that's what you tell me all the time. You responsible for what you do. troy: I ain't ducking the responsibility of it. As long as it sets right in my heart . . . then I'm okay. 'Cause that's all I listen to. It'll tell me right from wrong every time. And I ain't talking about doing Rose no bad turn. I love Rose. She done carried me a long ways and I love and respect her for that. bono: I know you do. That's why I don't want to see 9780735217867\_Fences.indd 86 11/15/16 1:50 PM fences you hurt her. But what you gonna do when she find out? What you got then? If you try and juggle both of them . . . sooner or later you gonna drop one of them. That's common sense. troy: Yeah, I hear what you saying, Bono. I been try- ing to figure a way to work it out. bono (leaning in . . .): Work it out right, Troy. I don't want to be getting all up between you and Rose's business . . . but work it so it come out right. troy: Aw hell, I get all up between you and Lucille's business. When you gonna get that woman that re- frigerator she been wanting? Don't tell me you ain't got no money now. I know who your banker is. Mellon don't need that money bad as Lucille want that refrigerator. I'll tell you that. bono: Tell you what I'll do . . . when you finish building this fence for Rose . . . I'll buy Lu- cille that refrigerator. troy: You done stuck your foot in your mouth now! Troy stands up, grabs up a board and begins to saw. Bono starts to walk out of the yard. troy: Hey, nigger . . . where you going? bono: I'm going home. I know you don't expect me to help you now. I'm protecting my money. I wanna see you put up that fence by yourself. That's what I want to see. 9780735217867\_Fences.indd 87 11/15/16 1:50 PM august wilson (climbing the steps) You'll be here another six months without me. troy: Nigger, you ain't right . . . bono: When it comes to my money . . . I'm right as fireworks on the Fourth of July. troy (calling after him): All right, we gonna see now. You better get out your bankbook.rose: What they say down there? What's happening with Gabe? troy: I went down there and got him out. Cost me fifty dollars. Say he was disturbing the peace. Judge set up a hearing for him in three weeks. Say to show cause why he shouldn't be recommitted. rose: Well, what's you say? What'd you tell the judge? 9780735217867\_Fences.indd 88 11/15/16 1:50 PM fences troy: Told him I'd look after him. It didn't make no sense to recommit the man. He stuck out his big greasy palm, and told me to give him fifty dollars and take him on home. rose: Where's he at now? Where'd he go off to? troy: He's gone on about his business. He don't need nobody to hold his hand. rose: Well, I don't know. Seem like that would be the best place for him if they did put him into the hospital. I know what you're gonna say. But that's what I think would be best. troy: The man done had his life ruined fighting for what? And they wanna take and lock him up. Let him be free. He don't bother nobody. rose: Well, everybody got their own way of looking at it I guess. Come on and get your lunch. I got a bowl of lima beans and some cornbread in the oven. Come on get something to eat. Ain't no sense you fretting over Gabe. troy: Rose . . . got something to tell you. rose: Well, come on . . . wait till I get this food on the table. Rose turns to go into the house. Troy follows. 9780735217867\_Fences.indd 89 11/15/16 1:50 PM august wilsonShe turns around. troy: I don't know how to say this. (pause) I can't explain it none. It just sort of grows on you till it gets out of hand. It starts out like a little bush . . . and the next thing you know it's a whole forest. rose: Troy . . . what is you talking about? troy: I'm talking, woman, let me talk. I'm trying to find a way to tell you . . . I'm gonna be a daddy. I'm gonna be somebody's daddy. rose: Troy . . . you're not telling me this? You're gonna be . . . what? troy: Rose . . . now . . . see . . . rose: You telling me you gonna be somebody's daddy? You telling your wife this? From out in the back yard, Gabriel calls: gabriel (o.s.): Hey, Troy! Hey, Rose! rose: I have to wait eighteen years to hear something like this. 9780735217867\_Fences.indd 90 11/15/16 1:50 PM fences Gabriel enters from the back porch. He carries a rose in his hand. gabriel: Hey, Rose . . . I got a flower for you. (He hands it to her) That's a rose. Same rose like you is. rose: Thanks, Gabe. gabriel: Troy, you ain't mad at me is you? Them bad mens come and put me away. You ain't mad at me is you? troy: Naw, Gabe, I ain't mad at you. rose: Eighteen years and you wanna come with this. gabriel (takes a quarter out of his pocket): See what I got? Got a brand-- new quarter. troy: Rose . . . it's just . . . rose: Ain't nothing you can say, Troy. Ain't no way of explaining that. gabriel: Fellow that give me this quarter had a whole mess of them. I'm gonna keep this quarter till it stop shining. rose: Gabe, go on up front now. I got some watermelon in the Frigidaire. I'll get you a piece. gabriel: Say, Rose . . . you know I was chasing hell- hounds and them bad mens come and get me and take me away. Troy helped me. He come down there and 9780735217867\_Fences.indd 91 11/15/16 1:50 PM august wilson told them they better let me go before he beat them up. Yeah, he did! rose: You go on up front and I'll get you a piece of watermelon, Gabe. Them bad mens is gone now. gabriel: Okay, Rose . . . gonna bring me some water- melon. The kind with the stripes on it. Gabriel goes up to the front room. Then: rose: Why, Troy? Why? After all these years to come dragging this in to me now. It don't make no sense at your age. I could have expected this ten or fifteen years ago, but not now. troy: Age ain't got nothing to do with it, Rose. rose: I done tried to be everything a wife should be. Everything a wife could be. Been married eighteen years and I got to live to see the day you tell me you been seeing another woman and done fa- thered a child by her. And you know I ain't never wanted no half-- nothing in my family. My whole family is half. Everybody got different fathers and mothers . . . my two sisters and my brother. Can't hardly tell who's who. Can't never sit down and talk about Papa and Mama. It's your papa and your mama and my papa and my mama . . . troy: Rose . . . stop it now. rose: I ain't never wanted that for none of my chil- dren. And now you wanna drag your behind in here and tell me something like this. 9780735217867\_Fences.indd 92 11/15/16 1:50 PM fences troy: You ought to know. It's time for you to know. rose: Well, I don't want to know, goddamn it! Rose, suffocating, heads outside. Troy follows.

Cory sits on a crate, doing curls with barbells made from cans, cement and a pipe, an old saw in the dirt at his feet. Above him, Bono's footsteps and the kitchen door open and shut.

troy: I can't just make it go away. It's done now. I can't wish the circumstance of the thing away. rose: And you don't want to either. Maybe you want to wish me and my boy away. Maybe that's what you want? Well, you can't wish us away. I've got eighteen years of my life invested in you. You ought to have stayed upstairs in my bed where you belong. troy: Rose . . . now listen to me . . . we can get a handle on this thing. We can talk this out . . .  come to an understanding. rose: All of a sudden it's "we." Where was "we" at when you was down there rolling around with some godforsaken woman? "We" should have come to an understanding before you started making a damn 9780735217867\_Fences.indd 93 11/15/16 1:50 PM august wilson fool of yourself. You're a day late and a dollar short when it comes to an understanding with me. troy: It's just .�.:idea . . . a different understanding about my- self. I can step out of this house and get away from the pressures and problems . . . be a dif- ferent man. I ain't got to wonder how I'm gonna pay the bills or get the roof fixed. I can just be a part of myself that I ain't never been. rose: What I want to know . . . is do you plan to con- tinue seeing her. That's all you can say to me. troy: I can sit up in her house and laugh. Do you un- derstand what I'm saying. I can laugh out loud . . . and it feels good. It reaches all the way down to the bottom of my shoes. (pause) Rose, I can't give that up. rose: Maybe you ought to go on and stay down there with her . . . if she a better woman than me. troy: It ain't about nobody being a better woman or nothing. Rose, you ain't to blame. A man couldn't ask for no woman to be a better wife than you've been. I'm responsible for it. I done locked my- self into a pattern trying to take care of you all that I forgot about myself. rose: What the hell was I there for? That was my job, not somebody else's. 9780735217867\_Fences.indd 94 11/15/16 1:50 PM fences troy: Rose, I done tried all my life to live de- cent . . . to live a clean . . . hard . . . use- ful life. I tried to be a good husband to you. In every way I knew how. Maybe I come into the world backwards, I don't know. But . . . You born with two strikes on you before you come to the plate. You got to guard it closely . . . always looking for the curveball on the inside corner. You can't afford to let none get past you. You can't afford a call strike.

troy: If you going down . . . you going down swing- ing. Everything lined up against you. What you gonna do. I fooled them, Rose. I bunted. When I found you and Cory and a halfway decent job . . .  I was safe. Couldn't nothing touch me. I wasn't gonna strike out no more. I wasn't going back to the penitentiary. I wasn't gonna lay in the streets with a bottle of wine. I was safe. I had me a family. A job. I wasn't gonna get that last strike. I was on first looking for one of them boys to knock me in. To get me home. rose: You should have stayed in my bed, Troy. 9780735217867\_Fences.indd 95 11/15/16 1:50 PM august wilson troy: Then when I saw that gal . . . she firmed up my backbone. And I got to thinking that if I tried . . . I just might be able to steal second. Do you understand, after eighteen years I wanted to steal second. rose: You should have held me tight. You should have grabbed me and held on. troy: I stood on first base for eighteen years and I thought . . . well, goddamn it . . . go on for it! rose: We're not talking about baseball! We're talking about you going off to lay in bed with another woman . . . and then bring it home to me. That's what we're talking about. We ain't talking about no baseball. troy: Rose, you're not listening to me. I'm trying the best I can to explain it to you. It's not easy for me to admit that I been standing in the same place for eighteen years. rose: I been standing with you! I been right here with you, Troy. I got a life too. I gave eighteen years of my life to stand in the same spot with you. Don't you think I ever wanted other things? Don't you think I had dreams and hopes? What about my life? What about me? Don't you think it ever crossed my mind to want to know other men? That I wanted to lay up somewhere and forget about my responsibilities? That I wanted someone to make me laugh so I could feel good? 9780735217867\_Fences.indd 96 11/15/16 1:50 PM fences

Cory moves toward the basement window, trying to hear his mother and father.

rose: You not the only one who's got wants and needs. But I held on to you, Troy. I took all my feel- ings, my wants and needs, my dreams . . . and I buried them inside you. I planted a seed and watched and prayed over it. I planted myself in- side you and waited to bloom. And it didn't take me no eighteen years to find out the soil was hard and rocky and it wasn't never gonna bloom.

Gabriel lifts up his trumpet, holds it high in trembling hands. His mouth is wide--open.

rose: But I held on to you, Troy. I held you tighter. You was my husband. I owed you everything I had. Every part of me I could find to give you. And up- stairs in that room . . . with the darkness fall- ing in on me . . . I gave everything I had to try and erase the doubt that you wasn't the finest man 9780735217867\_Fences.indd 97 11/15/16 1:50 PM august wilson in the world, and wherever you was going . . .and what you don't have to give. But you take too. You take . . . and don't even know nobody's giving! Rose heads toward the house. Troy grabs her arm. troy: You say I take and don't give! rose: Troy! You're hurting me! troy: You say I take and don't give. rose: Troy . . . you're hurting my arm! Let go. troy: I done give you everything I got. Don't you tell that lie on me. rose: Troy! troy: Don't you tell that lie on me! Cory rushing out of the house. cory: Mama! rose: Troy. You're hurting me. troy: Don't you tell me about no taking and giving. Cory comes up from behind Troy and tries to tackle him. Troy, surprised, is thrown off balance just as Cory throws a glancing blow that catches 9780735217867\_Fences.indd 98 11/15/16 1:50 PM fences him on the chest and knocks him down. Troy is stunned, as is Cory. rose: Troy. Troy. No! Troy gets to his feet and starts at Cory. rose: Troy . . . no. Please! Troy! Rose pulls on Troy to hold him back. Troy stops himself. troy (to cory): All right. That's strike two. You stay away from around me, boy. Don't you strike out. You living with a full count. DON'T YOU STRIKE OUT!Somewhere . . . Day" . . . Dead leaves falling.

Cory works out feverishly. 9780735217867\_Fences.indd 99 11/15/16 1:50 PM august wilson9780735217867\_Fences.indd 100 11/15/16 1:50 PM fences

Winter, snow. Cross beams connect the posts, and the first vertical pickets begin to shut out the abandoned house.

Troy bundled against the lingering cold, works alone. Rose watches him from the kitchen window.

MORNING It's early April, and the weather's cool. Rose, looking tired, wears a light jacket and scarf over her head. She locks the front door and starts down the steps. She stops to pull weeds from among the daffodils she's growing in the planter-- cans.

AFTERNOON Men stream out of the garage, Troy among them. He sees something that makes him stop. Rose is across the street, waiting for him. He crosses the street slowly. They stand looking at one another; Then: rose: Troy, I want to talk to you. troy: All of a sudden, after all this time, you want to talk to me, huh? You ain't wanted to talk to me for months. You ain't wanted to talk to me last 9780735217867\_Fences.indd 101 11/15/16 1:50 PM august wilson night. You ain't wanted no part of me then. What you wanna talk to me about now? Rose looks around at the men who glance at her and Troy as they pass by. rose: Tomorrow's Friday. troy: I know what day tomorrow is. You think I don't know tomorrow's Friday? My whole life I ain't done nothing but look to see Friday coming and you got to tell me it's Friday. rose: I want to know if you're coming home. troy: I always come home, Rose. You know that. There ain't never been a night I ain't come home. rose: That ain't what I mean . . . and you know it. I want to know if you're coming straight home after work. troy: I figure I'd cash my check . . . hang out at Tay- lors' with the boys . . . maybe play a game of checkers . . . rose: Troy, I can't live like this. I won't live like this. You livin' on borrowed time with me. It's been going on six months now you ain't been com- ing home. troy: I be home every night. Every night of the year. That's 365 days. rose: I want you to come home tomorrow after work. 9780735217867\_Fences.indd 102 11/15/16 1:50 PM fences troy: Rose . . . I don't mess up my pay. You know that now. I take my pay and I give it to you. I don't have no money but what you give me back. I just want to have a little time to myself . . . a lit- tle time to enjoy life. rose: What about me? When's my time to enjoy life. troy: I don't know what to tell you, Rose. I'm doing the best I can. rose: You ain't been coming home from work but time enough to change your clothes and run out . . .  and you wanna call that the best you can do? troy: I'm going over to the hospital to see Alberta. She went into the hospital this afternoon. Look like she might have the baby early. I won't be gone long. Troy starts to walk away. rose (stopping him): Well, you ought to know. They went over to Miss Pearl's and got Gabe today. She said you told them to go ahead and lock him up. He comes back. troy: I ain't said no such thing. Whoever told you that is telling a lie. Pearl ain't doing nothing but telling a big fat lie. rose: She ain't had to tell me. I read it on the pa- pers. troy: I ain't told them nothing of the kind. 9780735217867\_Fences.indd 103 11/15/16 1:50 PM august wilson rose: I saw it right there on the papers. troy: What it say, huh? rose: It said you told them to take him. troy: Then they screwed that up, just the way they screw up everything. I ain't worried about what they got on the paper. rose: Say the government send part of his check to the hospital and the other part to you. troy: I ain't got nothing to do with that if that's the way it works. I ain't made up the rules about how it work. rose: You did Gabe just like you did Cory. You wouldn't sign the paper for Cory . . . but you signed for Gabe. You signed that paper. troy: I told you I ain't signed nothing, woman! The only thing I signed was the release form. Hell, I can't read, I don't know what they had on that paper! I ain't signed nothing about sending Gabe away. A few men from the garage are watching across the street. rose: I said send him to the hospital . . . you said let him be free . . . now you done went down there and signed him to the hospital for half his money. You went back on yourself, Troy. You gonna have to answer for that. troy: See now . . . you been over there talking to 9780735217867\_Fences.indd 104 11/15/16 1:50 PM fences Miss Pearl. She done got mad 'cause she ain't getting Gabe's rent money. That's all it is. She's liable to say anything. rose: Troy, I seen where you signed the paper. troy: You ain't seen nothing I signed. What she doing got papers on my brother anyway? Miss Pearl tell- ing a big fat lie. And I'm gonna tell her about it too! Troy starts to walk away . . . Turns around . . . troy: You ain't seen nothing I signed! Say . . . you ain't seen nothing I signed! Rose disappointed, walks away. CLOSE UP on Troy, we hear a phone ringing as we cut to . . .

HOSPITAL-- DAY The ringing phone continues over this: CLOSE UP on Gabe, hospital pajamas, cleaned up, haggard, sedated. A hand brings a spoonful of mashed carrots to Gabe's lips. He opens his mouth. A ruckus in the corridor outside scares him; he closes his mouth. Then he looks at the person who's holding the spoon, and opens his mouth again. The spoon goes in. 9780735217867\_Fences.indd 105 11/15/16 1:50 PM august wilson Troy sits across from Gabe, a bowl of mashed carrots on his lap, feeding his brother. Gabe swallows, then grins. The ringing continues over this, and into:Lightning flashes. The phone's ringing downstairs. Rose, barely awake, switches on a small bedside table lamp, then hurries down to the phone. Troy opens his eyes as he hears Rose answering it, then silence. Troy sits up as she climbs the stairs. Cory calls from his room: cory (o.s.): Mama? Rose murmurs to Cory, comes in the bedroom, closes the door. rose: Troy . . . that was the hospital. Alberta had the baby. troy: What she have? What is it? rose: It's a girl. Troy stands, he starts getting dressed. troy: I better get on down to the hospital to see her. 9780735217867\_Fences.indd 106 11/15/16 1:50 PM fences rose: Troy . . . troy: Rose . . . I got to go see her now. That's only right . . . what's the matter . . . the baby's all right, ain't it? rose: Alberta died having the baby. troy (confused): Died . . . you say she's dead? Alber- ta's dead? rose: They said they done all they could. They couldn't do nothing for her. troy (stunned, off balance): The baby? How's the baby? rose: They say it's healthy. Troy looks around as if trying to locate the door. Rose doesn't know what to do. rose: I wonder who's gonna bury her. troy: She had family, Rose. She wasn't living in the world by herself. rose: I know she wasn't living in the world by her- self. troy: Next thing you gonna want to know if she had any insurance. rose: Troy, you ain't got to talk like that. troy: That's the first thing that jumped out your mouth. "Who's gonna bury her?" Like I'm fixing to take on that task for myself. 9780735217867\_Fences.indd 107 11/15/16 1:50 PM august wilson rose: I am your wife. Don't push me away. troy: I ain't pushing nobody away. (starting to put on his shoes) Just give me some space. That's all. One shoe on, the other in his hand, he stands and turns on Rose with controlled fury. troy: Just give me some room to breathe! Rose is shocked by his demand. She turns, closes the door, and leaves the room. Alone, Troy realizes he's holding his shoe. He sits heavily on the bed and puts it on. As he does he starts talking to himself. troy: All right . . . Mr. Death. See now . . . I'm gonna tell you what I'm gonna do. I'm gonna take and build me a fence around this yard. He goes to the window and throws it open. He leans out, breathing hard, looking down into the dark yard, the abandoned house beyond the fence. He feels the darkness pull at him, making him lean farther out. He tightens his grip on the windowsill, and says to the darkness: troy: See? I'm gonna build me a fence around what be- longs to me. And then I want you to stay on the 9780735217867\_Fences.indd 108 11/15/16 1:50 PM fences other side. See? You stay over there until you're ready for me. Lights start to come on and windows are being opened in the neighbors' houses. troy: Then you come on. Bring your army. Bring your sickle. Bring your wrestling clothes. I ain't gonna fall down on my vigilance this time. You ain't gonna sneak up on me no more. A few people call: "Shut up!" "Are you crazy?" "Stop making a racket!" etc. troy: When you ready for me . . . when the top of your list say Troy Maxson . . . You come up and knock on the front door. Ain't nobody else got nothing to do with this. We see the closed door behind Troy. Then we're on the other side of the door, on the landing. Rose is leaning hard against the door, hand on the knob, wanting to go in but knowing she mustn't. Troy's voice is loud even through the door. troy (o.s.): This is between you and me. Cory comes out of his room. He walks to his mother as Troy shouts: troy (o.s.): Man to man. You stay on the other side of that fence until you ready for me. 9780735217867\_Fences.indd 109 11/15/16 1:50 PM august wilson cory (softly, scared): Mama, what's-- Rose turns to Cory, shakes her head-- "don't talk" and tries to push him back toward his room. He won't go. Rose holds on to him, and they listen, not moving. troy (o.s.): Then you come up and--troy: -- and you knock on the front door! Anytime you want! (waiting for a response) I'll be ready for you! Troy waits again; no response. He draws himself back into the room, closes the window. He opens the bedroom door. Rose and Cory are there. No one knows what to say. Troy passes his wife and son. They hear him descending the stairs, then the front door opens and slams shut. 9780735217867\_Fences.indd 110 11/15/16 1:50 PM fences

AFTERNOON In the kitchen, the radio's on: Opening Day for the Pirates. The broadcast plays throughout the scene. Rose is on her knees, weeding the garden. She hears the back door open and looks toward the porch. Troy is there, holding a small, fair-- skinned infant in his arms. troy: Rose . . . I'm standing here with my daughter in my arms. She ain't but a wee bitty little old thing. She don't know nothing about grownups' busi- ness. She innocent . . . and she ain't got no mama. rose (climbing the steps): What you telling me for, Troy? She passes Troy and goes into the kitchen. Troy stands still. The radio blares the baseball game. From inside, the sound of running water, then kitchen clattering, then the sound of a knife chopping something, hard. The baby starts to fret. Troy jounces her a little, talking to her, sitting on the bottom steps. 9780735217867\_Fences.indd 111 11/15/16 1:50 PM august wilson troy: Well . . . I guess we'll just sit out here on the porch. (calling back into the house, to Rose) A man's got to do what's right for him. I ain't sorry for nothing I done. It felt right in my heart. Troy waits for a response. The chopping continues. The baby cries. Troy wipes his finger on his shirt and holds a knuckle to her mouth. She fastens on his knuckle. Something that looks like a smile passes across her face. troy: What you smiling at? Your daddy's a big man. Got these great big old hands. But sometimes he's scared. And right now your daddy's scared 'cause we sitting out here and ain't got no home. Oh, I been homeless before. I ain't had no little baby with me. But I been homeless. The chopping has stopped.9780735217867\_Fences.indd 112 11/15/16 1:50 PM fences

troy: You just be out on the road by your lonesome and you see one of them trains coming and you just kinda go like this . . . (singing, as a lullaby) Please, Mr. Engineer, let a man ride the line . . . Please, Mr. Engineer, let a man ride the line . . . I ain't got no ticket please let me ride the blinds. Rose comes out. Troy stands. troy: She's my daughter, Rose. My own flesh and blood. I can't deny her no more than I can deny them boys. (pause) You and them boys is my family. You and them and this child is all I got in the world. So I guess what I'm saying is . . . I'd appreciate it if you'd help me take care of her. rose: Okay, Troy . . . you're right. I'll take care of your baby for you . . . 'cause . . . like you say . . . she's innocent . . . and you can't visit the sins of the father upon the child. A motherless child has got a hard time. She takes the baby. 9780735217867\_Fences.indd 113 11/15/16 1:50 PM august wilson rose: From right now . . . this child got a mother. But you a womanless man. Rose goes back into the house with the baby. Troy remains, frozen. Over this, the sound of a truck idling.9780735217867\_Fences.indd 114 11/15/16 1:50 PM fences

The lawns and trees along the street are bright spring green. A garbage truck idles as two young african-- american collectors lift and empty cans. Troy's in the driver's seat, bored, lonely. Through his rearview mirrors he watches the collectors talking, laughing.

A group of white high school students come out of one of the houses, clowning, chatting, several boys in varsity jackets. Troy watches them. Then he's startled by a loud thump from the back: in his rearview mirror, the collectors step on board. He shifts into first gear and the truck rolls through the wealthy neighborhood.

Troy comes in through the side yard to the sound of a bat hitting a baseball. Cory, in his A&P uniform, fake bow--tie dangling from his open collar, is hitting the ball. The moment Cory sees Troy, he stops. Troy looks ready to say something. Cory tosses the bat away, carelessly. Making a show of it he buttons his collar, clips the tie into place, and walks out the right side alley, all without giving his father a glance. Troy goes to the bat, picks it up and puts it into its proper place against the tree. He turns and heads into the house.

AFTERNOON Troy comes into the kitchen, which looks different: it's cluttered with baby bottles, nipples, a high chair. Two steaming pots and one cold covered pot are on the stove, the heat turned off. Rose, dressed up, holds the baby in one arm, from which a purse hangs, stuffed with diapers and two warm bottles. With her free hand Rose picks up the cake. 9780735217867\_Fences.indd 115 11/15/16 1:50 PM august wilson troy: I'm coming in and everybody's going out. rose: I'm taking this cake down to the church for the bake sale. Lyons was by to see you. He stopped by to pay you your twenty dollars. It's laying in there on the table. Troy takes his pay from his pocket. troy: Well . . . here go this money. As Rose leaves the kitchen with the baby and the cake: rose: Put it in there on the table, Troy. I'll get it. His money still in his hand, Troy follows her to the front door, which he opens for her. troy: What time you coming back? rose: Ain't no use in you studying me. It don't matter what time I come back. troy: I just asked you a question, woman. What's the matter . . . can't I ask you a question? rose: Troy, I don't want to go into it. She steps out onto the front porch. He starts to follow, but she stops in the doorway. She puts the cake down on one of the porch chairs, turns to him: rose: Your dinner's in there on the stove. All you got to do is heat it up. And don't you be eating the rest of them cakes in there. I'm coming back for 9780735217867\_Fences.indd 116 11/15/16 1:50 PM fences them. We having a bake sale at the church tomor- row. Rose shuts the door firmly. Troy stands there, listening to her going down the steps. He stands alone in the empty house, unsure of what to do. He flaps the money he's holding. He goes to the dining room table and puts his cash next to Lyons' twenty. He pockets the twenty and starts for the door.

Troy sits alone at the bar, a generous glass of gin before him. He takes a sip. Someone pulls out the stool next to him and starts to sit. Troy looks. It's Bono. bono: Hey, Troy. troy: Hey, what's happening, Bono? bono: I just thought I'd stop by to see you. Wasn't no one at the house, so I figured -- troy: What you stop by and see me for? You ain't stopped by the house in a month of Sundays. Hell, I must owe you money or something. bono: Since you got your promotion I can't keep up 9780735217867\_Fences.indd 117 11/15/16 1:50 PM august wilson with you. Used to see you every day. Now I don't even know what route you working. troy: They keep switching me around. Got me out in Greentree now . . . hauling white folks' garbage. bono: Greentree, huh? You lucky, at least you ain't got to be lifting them barrels. Damn if they ain't getting heavier. I'm gonna put in my two years and call it quits. troy: I'm thinking about retiring myself. bono: You got it easy. You can drive for another five years. troy: It ain't the same, Bono. It ain't like working the back of the truck. Ain't got nobody to talk to . . . feel like you working by yourself. Naw, I'm thinking about retiring. Bono nods. An awkward silence. troy: How's Lucille? bono: She all right. Her arthritis get to acting up on her sometime. Saw Rose on my way here. She go- ing down to the church, huh? troy: Yeah, she took up going down there. All them preachers looking for somebody to fatten their pockets. (beat) Got some gin here. bono: Naw, thanks. I just stopped in to say hello. 9780735217867\_Fences.indd 118 11/15/16 1:50 PM fences troy: Hell, nigger . . . you can take a drink. I ain't never known you to say no to a drink. You ain't got to work tomorrow. bono: I just stopped by. I'm fixing to go over to Skin- ner's. We got us a domino game going over his house every Friday. troy: Nigger, you can't play no dominoes. I used to whup you four games out of five. bono: Well, that learned me. I'm getting better. troy: Yeah? Well, that's all right. bono: Look here . . . I got to be getting on. Troy nods as Bono slides down off the bar stool. bono: Stop by sometime, huh? troy: Yeah, I'll do that, Bono. Bono slaps Troy on the back and starts to go. troy (not wanting to be alone): Lucille told Rose you bought her a new refrigerator. bono: Yeah, Rose told Lucille you had finally built your fence . . . so I figured we'd call it even. troy: I knew you would. bono: Yeah . . . okay. I'll be talking to you. troy: Yeah, take care, Bono. Good to see you. I'm gonna stop over. 9780735217867\_Fences.indd 119 11/15/16 1:50 PM august wilson bono: Yeah. Okay, Troy. Bono leaves. Troy downs the rest of his drink in one swallow. Under his breath, he starts to sing: troy (slowly): Hear it ring! Hear it ring! Had an old dog his name was Blue.Troy's singing continues over this: troy (v.o.): You know Blue was mighty true . . . You know Blue was a good old dog . . . Cory walks home from work in his A&P uniform. He passes an armed forces recruiting office. In the window, a poster: a big, handsome white Marine, above him: we aren't looking for just anyone. troy (v.o.): Blue treed a possum in a hollow log . . . You know from that he was a good old dog . . . And below: we might be looking for you. Cory stares at it for a long time, as Troy's singing continues:9780735217867\_Fences.indd 120 11/15/16 1:50 PM fences troy: Old Blue died and I dug his grave Let him down with a golden chain . . . Cory heads into the yard. Troy sits in the middle of the back steps, blocking them. The pint bottle in his hand is nearly empty. troy: Every night when I hear old Blue bark! (pause) Blue treed a possum in Noah's Ark! Cory looks to the right, considering going around to the front. Then he decides not to. He walks up to the steps. cory: I got to get by. troy: Say what? What's you say? cory: You in my way. I got to get by. troy: You got to get by where? This is my house. Bought and paid for. In full. Took me fifteen years. And if you wanna go in my house and I'm sitting on the steps . . . you say excuse me. Like your mama taught you. cory: Come on, Pop . . . I got to get by. Cory starts to maneuver his way past Troy. Troy grabs his leg and shoves him back. troy: You just gonna walk over top of me? 9780735217867\_Fences.indd 121 11/15/16 1:50 PM august wilson cory: I live here too! troy: You just gonna walk over top of me in my own house? Troy stands, advancing on Cory, who backs away, then stops. cory: I ain't scared of you. troy: I ain't asked if you was scared of me. I asked you if you was fixing to walk over top of me in my own house? That's the question. You ain't gonna say excuse me? You just gonna walk over top of me? cory: If you wanna put it like that. troy: How else am I gonna put it? cory: I was walking by you to go into the house 'cause you sitting on the steps drunk, singing to your- self. You can put it like that. troy: Without saying excuse me??? Cory doesn't respond. troy: I asked you a question. Without saying excuse me??? cory: I ain't got to say excuse me to you. You don't count around here no more. troy: Oh, I see . . . I don't count around here no more. You ain't got to say excuse me to your daddy. All of a sudden you done got so grown that your daddy don't count around here no more . . .  Around here in his own house and yard that he done 9780735217867\_Fences.indd 122 11/15/16 1:50 PM fences paid for with the sweat of his brow. You done got so grown to where you gonna take over. You gonna take over my house. Is that right? You gonna wear my pants. You gonna go in there and stretch out on my bed. You ain't got to say excuse me 'cause I don't count around here no more. Is that right? cory (he's had enough): That's right. You always talking this dumb stuff. Now, why don't you just get out my way. troy: I guess you got someplace to sleep and something to put in your belly. You got that, huh? You got that? That's what you need. You got that, huh? cory: You don't know what I got. You ain't got to worry about what I got. troy: You right! You one hundred percent right! I done spent the last seventeen years worrying about what you got. Now it's your turn, see? I'll tell you what to do. You grown . . . we done estab- lished that. You a man. Now, let's see you act like one. Turn your behind around and walk out this yard. And when you get out there in the al- ley . . . you can forget about this house. See? 'Cause this is my house. You go on and be a man and get your own house. You can forget about this. 'Cause this is mine. You go on and get yours 'cause I'm through with doing for you. cory: You talking about what you did for me . . . what'd you ever give me? troy: Them feet and bones! That pumping heart, nigger! 9780735217867\_Fences.indd 123 11/15/16 1:50 PM august wilson I give you more than anybody else is ever gonna give you. cory: You ain't never gave me nothing! You ain't never done nothing but hold me back. Afraid I was gonna be better than you. All you ever did was try and make me scared of you. I used to tremble every time you called my name. Every time I heard your foot- steps in the house. Wondering all the time . . .  what's Papa gonna say if I do this? . . . What's he gonna say if I do that? . . . What's Papa gonna say if I turn on the radio? And Mama, too . . .  she tries . . . but she's scared of you. troy: You leave your mama out of this. She ain't got nothing to do with this. cory: I don't know how she stand you . . . after what you did to her. troy: I told you to leave your mama out of this! Troy advances toward Cory. cory: What you gonna do . . . give me a whupping? You can't whup me no more. You're too old. You just an old man. Troy grabs Cory's shirt and pulls Cory to him. troy: Nigger! That's what you are! You just another nigger on the street to me! Troy throws Cory backward in the dirt. cory: You crazy! You know that? 9780735217867\_Fences.indd 124 11/15/16 1:50 PM fences troy: Go on now! You got the devil in you. Get on away from me! cory: You just a crazy old man . . . talking about I got the devil in me. Troy advances on Cory. troy: Yeah, I'm crazy! If you don't get on the other side of that yard . . . I'm gonna show you how crazy I am! Go on . . . get the hell out of my yard. cory: It ain't your yard. You took Uncle Gabe's money he got from the Army to buy this house and then you put him out. troy: Get your black ass out of my yard! Troy's advance backs Cory up against the tree. Cory grabs up the bat. cory: I ain't going nowhere! Come on . . . put me out! I ain't scared of you. troy: That's my bat! cory: Come on! Troy walks toward Cory. troy: Put my bat down! cory: Come on, put me out! Cory swings at Troy, who backs across the yard. cory: What's the matter? You so bad . . . Put me out! Troy advances toward Cory. 9780735217867\_Fences.indd 125 11/15/16 1:50 PM august wilson cory (backing up): Come on! Come on! troy: You're gonna have to use it! You wanna draw that bat back on me . . . you're gonna have to use it. cory: Come on! . . . Come on! Cory swings that bat at Troy a second time. He misses. Troy continues to advance toward him. troy: You're gonna have to kill me! You wanna draw that bat back on me. You're gonna have to kill me. Cory, backed up against the tree, can go no farther. Troy taunts him. He sticks out his head and offers him a target. troy: Come on! Come on! Cory is unable to swing the bat. Troy grabs it. troy: Then I'll show you. Cory and Troy struggle over the bat. The struggle is fierce and fully engaged. Troy ultimately is the stronger, and takes the bat from Cory and stands over him ready to swing. He stops himself. troy: Go on and get away from around my house. Cory, stung by his defeat, picks 9780735217867\_Fences.indd 126 11/15/16 1:50 PM fences himself up, walks slowly out of the yard and up the alley. cory: Tell Mama I'll be back for my things. troy (calling after him): They'll be on the other side of that fence! Troy starts toward the tree with the bat, staggering, sick exhausted, his mouth horribly dry. He tries to moisten it with this tongue: no use. troy: I can't taste nothing. Hallelujah! I can't taste nothing no more. He assumes a batting posture and begins to taunt Death, the fastball in the outside corner. troy: Come on! It's between you and me now! A static-- y growl starts, building into a roar. Troy taunts the pitcher as the light gives way to complete darkness: troy: Come on! Anytime you want! Come on! I be ready for you . . . but I ain't gonna be easy.rose (v.o.): Raynell! raynell (v.o.): Ma'am? 9780735217867\_Fences.indd 127 11/15/16 1:50 PM august wilson rose (v.o.): What you doing out there? raynell (v.o.): Nothing.you doing?raynell: Seeing if my garden growed. Rose leans out of the window, her hair up, wearing black. rose: I told you it ain't gonna grow overnight. You got to wait. raynell: It don't look like it never gonna grow. Dag! rose: I told you a watched pot never boils. raynell: This ain't even no pot, Mama. rose: Get in here and get dressed. This ain't no morn- ing to be playing around. You hear me? raynell: Yes, ma'am. 9780735217867\_Fences.indd 128 11/15/16 1:50 PM fences

Cory approaches the house. He stops when he hears his father singing.

The sky is gray, dark clouds roll in. Raynell, 7, in her nightgown, kneels in rose's garden, which is now much larger. She looks up at the bedroom window.

MORNING Raynell dawdles past Bono and Lyons in dark suits, drinking coffee. She starts upstairs. There's a knock at the door. She looks up to see if her mother is coming to answer it. She decides to answer it herself, but it opens. Cory comes in. He's 25 now, a Marine Corporal. He carries a duffel bag. Raynell stares at him in his dress uniform, agog. cory: Hi. (pause) I bet your name is Raynell. raynell: Uh--huh. cory: Is your mama home? raynell: Mama . . . there's some man down here. Mama? Raynell flies up the stairs. Cory puts down his bag and looks around. rose: Cory? Cory! Lord have mercy! Rose runs down, then stops, looking at her son. She calls back into the kitchen: rose: Look here, you all! 9780735217867\_Fences.indd 129 11/15/16 1:50 PM august wilson She runs to Cory, and they embrace. Bono and Lyons come in from the kitchen. Raynell watches from midway on the stairs. bono: Aw, looka here . . . Rose steps back, looking at him, wiping tears away. rose: Done got all grown up! cory: Don't cry, Mama. What you crying about? rose: I'm just so glad you made it. cory: Hey, Lyons. How you doing, Mr. Bono. lyons: Look at you, man. Look at you. Don't he look good, Rose. Got them corporal stripes. rose: What took you so long? cory: You know how the Marines are, Mama. They got to get all their paperwork straight before they let you do anything. rose: Well, I'm sure glad you made it. They let Lyons come. Your Uncle Gabe's still in the hospital. They don't know if they gonna let him out or not. I just talked to them a little while ago. lyons: A corporal in the United States Marines. bono: Your daddy knew you had it in you. He used to tell me all the time. lyons: Don't he look good, Mr. Bono? 9780735217867\_Fences.indd 130 11/15/16 1:50 PM fences bono: Yeah, he remind me of Troy when I first met him. (pause) Say, Rose, Lucille's down at the church with the choir. I'm gonna go down and get the pallbear- ers lined up. I'll be back to get you all. rose: Thanks, Jim. cory: See you, Mr. Bono. Bono goes out the front door. No one speaks. Then Lyons points to Raynell on the stairs. lyons: Cory, look at Raynell. Ain't she precious? She gonna break a whole lot of hearts. Raynell hides behind the banisters. rose: Raynell, come and say hello to your brother. This is your brother, Cory. You remember Cory. raynell: No, ma'am. cory: She don't remember me, Mama. rose: Well, we talk about you. She heard us talk about you. This is your brother, Cory. (to Raynell) Come on and say hello. raynell: Hi. cory: Hi. So you're Raynell. Mama told me a lot about you. 9780735217867\_Fences.indd 131 11/15/16 1:50 PM august wilson rose (starting for the kitchen): You all c'mon and let me fix you some breakfast. Keep up your strength. cory: I ain't hungry, Mama. lyons: You can fix me something, Rose. I'll be there in a minute. rose (to cory): Cory, You sure you don't want nothing. I know they ain't feeding you right. cory: No, Mama . . . thanks. I don't feel like eat- ing. I'll get something later. rose: Raynell . . . get on upstairs and get that dress on like I told you. Raynell scrambles upstairs as Rose goes into the kitchen. lyons (pause): I always knew you was gonna make some- thing out yourself. Your head was always in the right direction. So . . . you gonna stay in . . . make it a career . . . put in your twenty years? cory: I don't know. I got six already, I think that's enough. lyons: Stick with Uncle Sam and retire early. Ain't noth- ing out here. I guess Rose told you what happened with me. They got me down the workhouse. I thought I was being slick cashing other people's checks. cory: How much time you doing? lyons: They give me three years. I got that beat now. I ain't got but nine more months. It ain't so bad. 9780735217867\_Fences.indd 132 11/15/16 1:50 PM fences You learn to deal with it like anything else. You got to take the crookeds with the straights. That's what Papa used to say. He used to say that when he struck out. I seen him strike out three times in a row . . . and the next time up he hit the ball over the grandstand. Right out there in Homestead Field. He wasn't satisfied hitting in the seats . . . he wanted to hit it over every- thing! After the game he had two hundred people standing around waiting to shake his hand. You got to take the crookeds with the straights. Yeah, Papa was something else. cory: You still playing? lyons: Cory . . . you know I'm gonna do that. There's some fellows down there we got us a band . . . we gonna try and stay together when we get out . . .  but yeah, I'm still playing. Rose calls from the kitchen: rose: Lyons, I got these eggs in the pan. lyons: Let me go on and get these eggs, man. Get ready to go bury Papa. (a beat, then) How you doing? You doing all right? Cory nods. Lyons touches him on the shoulder and they share a moment of silent grief. Lyons goes into the kitchen. Cory looks up to the top of the stairs and sees Raynell, in her 9780735217867\_Fences.indd 133 11/15/16 1:50 PM august wilson dress, studying him with excited curiosity. raynell: Hi. cory: Hi. She comes down a couple of steps, curious. raynell: Did you used to sleep in my room? cory: Yeah . . . that used to be my room. raynell: That's what Papa call it. "Cory's room." It got your football in the closet. Rose calling from the kitchen . . . rose: Raynell, get in there and get them good shoes on! raynell: Mama, can't I wear these? Them other one hurt my feet. rose: Well, they just gonna have to hurt your feet for a while. You ain't said they hurt your feet when you went down to the store and got them. raynell: They didn't hurt then. My feet done got big- ger. rose: Don't you give me no back talk now. You get in there and get them shoes on. Raynell looks at her brand-- new brother . . . reluctantly, she obeys her mother. Cory makes his way to the 9780735217867\_Fences.indd 134 11/15/16 1:50 PM fences kitchen, passing his brother who is wiping his plate clean.

Cory enters the kitchen. He looks at the photos on the wall noticing that JFK and Martin Luther King have been added next to the photo of Jesus. He looks at his mother, then heads out into the yard.

Cory comes down the steps into the yard, taking it all in. He sees Troy's bat leaning against the tree. He walks toward it as he hears . . . rose (as she comes down back steps): Ain't too much changed. He still got that piece of rag tied to that tree. He was out here swinging that bat. I was just ready to go back in the house. He swung that bat and then he just fell over. Seem like he swung it and stood there with this grin on his face . . . and then he just fell over. They car- ried him on down to the hospital but I knew there wasn't no need . . . why don't you come on in the house. cory: Mama . . . I got something to tell you. I don't 9780735217867\_Fences.indd 135 11/15/16 1:50 PM august wilson know how to tell you this . . . but I've got to tell you . . . I'm not going to Papa's funeral. rose: Boy, hush your mouth. That's your daddy you talking about. I don't want hear that kind of talk this morning. I done raised you to come to this? You standing there all healthy and grown talking about you ain't going to your daddy's funeral? cory: Mama . . . listen . . . rose: I don't want to hear it, Cory. You just get that thought out of your head. cory: I've got to say no to him. One time in my life I've got to say no. rose: Don't nobody have to listen to nothing like that. I know you and your daddy ain't seen eye to eye, but I ain't gotta listen to that kind of talk this morning. Disrespecting your daddy ain't gonna make you a man, Cory. You got to find a way to come to that on your own. Not going to your daddy's funeral ain't gonna make you a man. Cory looks around, trying to find what to say. Then: cory: The whole time I was growing up . . . living in his house . . . Papa was like a shadow that fol- lowed you everywhere. It weighed on you and sunk into your flesh. It would wrap around you and lay there until you couldn't tell which one was you anymore. That shadow digging in your flesh. Trying to crawl in. Trying to live through you. I'm just 9780735217867\_Fences.indd 136 11/15/16 1:50 PM fences saying I've got to find a way to get rid of that shadow, Mama. rose: You just like him. You got him in you good. cory: Don't tell me that, Mama. rose: You Troy Maxson all over again. cory: I don't want to be Troy Maxson. I want to be me. rose: You can't be nobody but who you are, Cory. That shadow wasn't nothing but you growing into your- self. You either got to grow into it or cut it down to fit you. But that's all you got to make life with. That's all you got to measure yourself against that world out there. Your daddy wanted you to be everything he wasn't . . . and at the same time he tried to make you into everything he was. I don't know if he was right or wrong . . .  but I do know he meant to do more good than he meant to do harm. She stops, overwhelmed. Cory puts his hand on her hand. She takes his hand, squeezes it, turns it over, holding on. rose: Sometimes when he touched he bruised. And some- times when he took me in his arms he cut. (beat) When I first met your daddy I thought, "Here is a man I can lay down with and make a baby." That's the first thing I thought when I seen him . . .  "Rose Lee, here is a man that you can open your- 9780735217867\_Fences.indd 137 11/15/16 1:50 PM august wilson self up to and be filled to bursting. Here is a man that can fill all them empty spaces you been tip- ping around the edges of." (beat) When your daddy walked through the house he was so big he filled it up. That was my first mistake. Not to make him leave some room for me. But I wanted a house that I could sing in, and that's what your daddy gave me. I didn't know to keep up his strength I had to give up little pieces of mine. I took on his life as mine and mixed up the pieces so that you couldn't hardly tell which was which anymore. It was my choice. It was my life and I didn't have to live it like that. But that's what life offered me in the way of being a woman and I took it. I grabbed hold of it with both hands. By the time Raynell came into the house . . . I didn't want to make my blessing off of nobody's misfor- tune, but I took on to Raynell like she was all them babies I had wanted and never had. The phone rings. rose: Like I'd been blessed to relive a part of my life. And if the Lord see fit to keep up my strength . . . I'm gonna do her just like your daddy did you . . . I'm gonna give her the best of what's in me. Raynell comes out with her old shoes on. raynell: Mama . . . Reverend Tolliver on the phone. 9780735217867\_Fences.indd 138 11/15/16 1:50 PM fences Rose goes into the house. raynell: Hi. cory: Hi. raynell: You in the Army or the Marines? cory: Marines. raynell: Papa said it was the Army. Did you know Blue? cory: Blue? Who's Blue? raynell: Papa's dog what he sing about all the time. cory (singing): Hear it ring! Hear it ring! I had a dog his name was Blue You know Blue was mighty true You know Blue was a good old dog Blue treed a possum in a hollow log You know from that he was a good old dog. Hear it ring! Raynell, embarrassed, delighted, joins in. cory and raynell: Blue treed a possum out on a limb Blue looked at me and I looked at him Grabbed that possum and put him in a sack Blue stayed there till I came back Old Blue's feets was big and round Never allowed a possum to touch the ground. Old Blue died and I dug his grave I dug his grave with a silver spade Let him down with a golden chain 9780735217867\_Fences.indd 139 11/15/16 1:50 PM august wilson And every night I call his name Go on Blue, you good dog you Go on Blue, you good dog you raynell: Blue laid down and died like a man Blue laid down and died . . . cory (struggling): Blue laid down and died like a man Now he's treeing possums in the Promised Land. cory and raynell: I'm gonna tell you this to let you know . . . Blue's gone where the good dogs go. Rose comes to the door. rose: Cory, we gonna be ready to go in a minute. cory (to raynell): You go on in the house and change them shoes like Mama told you so we can go to Pa- pa's funeral. raynell: Okay, I'll be back. Raynell hurries into the house. Cory gets up, crosses over to the tree. Rose stands at the screen door watching him. She takes a look at the threat- ening sky, about to return to the house, when she sees Gabriel. He's older but healthier, more vi- tal, in a new suit and a hat. One arm is behind his back. Rose is speechless with surprise. gabriel: Hey, Rose! rose: Gabe? gabriel: I'm here, Rose. Hey Rose, I'm here. 9780735217867\_Fences.indd 140 11/15/16 1:50 PM fences rose: Lord . . . (calling back to the house) Look here, Lyons! Lyons, then Bono come out from the house. lyons: See, I told you, Rose . . . I told you they'd let him come. cory: How you doing, Uncle Gabe? lyons: How you doing, Uncle Gabe? Gabriel looks at each of them, then back to Rose. He takes his hand from behind him and holds his trumpet aloft. gabriel: Hey, Rose. It's time. It's time to tell Saint Peter to open the Gates. Not knowing what she's agreeing to, Rose nods. gabriel: Troy, you ready? Gabriel waits for an answer. Raynell comes out on the porch and hides behind Rose, shy. Gabe smiles at her, and she returns his smile. gabriel: You ready, Troy. I'm gonna tell Saint Peter to open the Gates. You get ready now. Gabriel puts the trumpet to his lips, two decades of waiting for this moment 9780735217867\_Fences.indd 141 11/15/16 1:50 PM august wilson finally over. He inhales and blows into the horn. No sound. Gabriel blows again, a huge effort: Nothing. Then Gabe begins to dance, slow and strange, eerie, skeletal and life-- giving, a dance of atavistic signature and ritual. Lyons goes to Gabe, embracing him, trying to stop him. Gabriel pushes Lyons away. He points the trumpet at the ground and inhales as he arcs the horn upwards till he's on his toes, closing his eyes, putting the mouthpiece to his lips; Gabriel blows once more, and: From the tarnished, battered bell of the broken trumpet comes an ear-- splitting note, growing higher and louder till it's almost like a woman's scream. In the clouds directly above Gabe, a small aperture opens up and a pillar of brilliant light descends, bathing Gabriel and his horn in gold. The trumpet's blast stops; the silence is huge and abrupt.bathed in light. He lowers his trumpet. He says to God: gabriel: That's the way that go! 9780735217867\_Fences.indd 142 11/15/16 1:50 PM fences The camera begins to pull away, up and up. Rose goes to Gabriel, Raynell following behind her. Then Raynell runs ahead of her mother.hold of Gabe's hand. The camera is high above the yard; the men have gone inside, and Rose is behind them. Raynell leads Gabriel behind Rose.

Bono leaves the house first, followed by Cory and Lyons. Twenty black cars wait at the curb, a flower car behind them, and then the hearse. Neighbors have begun gathering on both sides of the street. Bono goes to the first car as Lyons gets into the second. Cory waits outside by the open car door. Raynell comes out of the house, leading Gabe; Bono motions for her to come to the first car, and she does. He opens the rear door for them, and Raynell and Gabe get in. Rose comes out of the house, Bono watches. She walks up to Cory, grabs 9780735217867\_Fences.indd 143 11/15/16 1:50 PM august wilson him and holds him tight. She gets in the car and Cory climbs in after her. Bono gives the roof of the car a loud slap, then climbs in and shuts the door. The first car pulls out; the others follow. People line the street. Men take off their hats as the funeral cortege goes down the hill. Beyond the Hill, the towers of Pittsburgh rising. 9780735217867\_Fences.indd 144 11/15/16 1:50 PM

Todd Komarnicki based on the book "Highest Duty: My Search For What Really Matters" by Chesley "Sully" Sullenberger III and Jeffrey Zaslow This script is the confidential and proprietary property of Warner Bros. Pictures and no portion of it may be performed, distributed, reproduced, used, quoted or published without prior written permission.KIKI TREE PICTURES, INC. © 2015 4000 Warner Boulevard WARNER BROS. ENT. Burbank, California 91522 All Rights Reserved'Too low. Too low. Pull up, terrain. Pull up. Pull up.' Suddenly --

Departure control, we can make it back. We're returning to LaGuardia.

This was not a crash. It was not a ditching. We knew what we were executing. A forced water landing.

There was simply not enough altitude. The river was the only place long enough, wide enough, and smooth enough to even attempt to land the airplane safely.

As I began the left turn, I realized I couldn't make it back. It would have ruled out all other options. Returning would have been a mistake.

There wasn't time for calculating. I had to rely on my experience of managing the altitude and speed on thousands of flights, over four decades.

The best chance those passengers had was on that river. I'd bet my life on it. In fact, I did. And I would do it again.

Engineers are not pilots. They're wrong. And they weren't there.

It's not personal, the NTSB is doing their job. Once they have all the facts, it'll calm down.

I didn't call her since this morning. But apparently everyone else did.

Is there a strange buzz on this line? Do you hear a buzz? Maybe we should talk later.

They need me here longer. For the NTSB investigation. Did I tell you that already?

Maybe we can talk tomorrow. The fatigue is... it feels like someone is inside my skin, sitting on my bones.

Yeah. And maybe when I wake up, it will be January 14th. That would be nice.

I just... hate not being able to control this process. I want myself back.

It's all so surreal. I guess I'm just having a little trouble separating reality from... whatever the hell this is.

Funny thing is... I've delivered a million passengers, over 40 years in the air... and in the end I'll be judged on 208 seconds.

... it was obvious this was a critical situation... losing thrust in both engines, at a low altitude... over one of the most densely populated areas on the planet...

That's not possible. I felt it go. It was like being stopped in mid-air.

Look, what Jeff is saying is that I know the A320. What it does and doesn't do. I've read countless CVR transcripts of deceased pilots and I have significant accident investigation experience.

Nervous as hell. Jeff was relaxed and funny. He should be getting all the interview requests.

Well, they're in no rush. It's their job to scrutinize every thought I had, every syllable I uttered, every choice I made.

Lor. If it goes badly, my career as a safety expert will end as a website and a business card.

If I got this wrong, so close to the end of my career... if I endangered those passengers' lives...

The NTSB doesn't like heroes. They like to find and assign responsibility.

Worst case scenario, the NTSB lists me as the probable cause... immediate retirement. No pension... a life's work... gone.

Since I was 16 with L.T., the one thing I've focused on was excellence. Attention to every last detail. And now they're etching my epitaph as, 'He crashed a 60 million-dollar airplane in the river.' Goddammit. I feel like I'm in a vice, but I'm the one who can't stop tightening it.

The left engine... it might have still been idling. And the Airbus computer simulations... they say I could have made it back.

It doesn't make any sense. Doesn't jibe with what it felt like in the cockpit, but... dammit.

I did it because... I knew... I thought... it was the only chance for survival.

Ever have the feeling... that you don't want to be anywhere at all?

It's not you, Lorrie. I need you. And the girls. I just, I'm not myself. If I did fly back, it wouldn't be me you're getting.

Just checked the latest reports... we're clear all the way to Charlotte.

We've lost thrust on both engines. We're turning back towards LaGuardia.

Mayday, Mayday, Mayday. This is Tasty One One, flight control malfunction.

Las Vegas Approach, Tasty One One \* with an emergency, flight control malfunction. Need a straight-in approach.

There's been an incident. I'm okay. Not a scratch. Somehow. Turn on the television.

Lorrie, I can't talk now. I'll call you from the pier, once things quiet down.

I had to land... in the Hudson. I love you. I'm okay, tell the girls I'm okay, but I have to go.

Dan. Need to know who's hurt and how badly. And I need a count. 155 is my number, passengers and crew.

If the Mayor wants to say hello, he'll have to come down here. We're still working.

Is it possible... I'd love to get my uniform dry-cleaned overnight. It's the only clothing I have.

The CVR recording is in two days, how fast can you arrange a favor?

I know Airbus has scheduled simulations in their S22 sim at the factory. Can you get them to reschedule?

They're using mostly U.S. Air pilots, some of whom I know, so I got wind of it. Next week in Toulouse.

I need you to make it happen... before we listen to the CVR. Before our testimony is complete.

I have the right to see the simulations. And I have a feeling that with human pilots, not a computer, the results are going to be different.

If they do, I'll hand you my wings myself. It's all about time, Larry. You can do anything, if you're never in a hurry.

I spent so much time thinking I might have gotten it wrong... I forgot that I had actually gotten it right.

We've heard about the computer simulations and now we're watching actual sims, and I find it hard to believe you're still not taking into account the human factor.

These pilots are not reacting like human beings. Like people who are experiencing this for the first time.

Immediately after the bird strike, they're turning for the airport. Just as in the computer sims, correct?

They obviously knew the turn and exactly what heading to fly. They didn't run a check or switch on the APU...

No one warned us. No one said, you're about to lose both engines... at a lower altitude than any jet in history. But be cool. Turn back for LaGuardia like you're going out to pick up the goddamn milk.

This was dual engine loss at 2,800 feet followed by an immediate water landing. With 155 souls on board. No one has ever even trained for an incident like that. No one.

And the Teterboro landing, with the unrealistic bank angle... this wasn't the Blue Angels up there. I'd like to know how many times the pilot practiced that maneuver before he actually pulled it off.

I'm not questioning the pilots. They're good pilots. But they've clearly been instructed to head to the airports immediately after the bird strike. You have allowed no time for analysis and decision making. And with these sims, you have taken all the humanity out of the cockpit. How much time did these pilots spend making their plans for this event? Hours, days?

Mayday, Mayday, Mayday, this is Cactus 1549, hit birds, we've lost thrust on both engines. We're turning back towards LaGuardia.

Uh, what's over to our right, anything in New Jersey? Maybe Teterboro?

I'll tell you what I think... I'm just so damn proud of you. You were right there with me, through all those distractions. With so much at stake.

It wasn't just me. It was all of us. Jeff, Donna, Sheila, Doreen. The passengers, the rescue workers. Air traffic control. The ferry boat crews and the scuba cops. We did it. We survived.

The sound of the ALARMS wail on. The rip of the falling plane through the pitiless air.

SOUND of the plane smashing into a high-rise apartment building.

A PLANE falling two stories per second. This is real... CUT TO BLACKOUT.:Mayday, Mayday, this is Cactus 1549! Lost both engines. Both engines.

CAPTAIN "SULLY" SULLENBERGER, 57, lithe, intense, is behind the stick of this plummeting plane. ALARMS are sounding.CUT TO BLACKOUT.:CONTINUED:

JEFF SKILES, 49, youthful, handsome. Skiles is desperately trying to get the engines started again.

Cactus 1549, you can land on runway one-three, if you want it, it's yours.

Why are they looking for something we did wrong, when it all turned out right? It's bullshit.

Come on, Mike. What are they going to say, that he shouldn't have saved everybody?

You enjoying the shakes, the nightmares, and the rabbit heartbeat?

What are they going to say? You were in a plane crash. And lived. It may have a minor impact on your day-to-day.

I'm hoping that six months from now, we'll just be laughing about how we got to meet David Letterman.

Right after the NTSB interview. \* I'm guessing Dave will be funnier.

Sully... don't worry. You did a great thing and it's going to be remembered for a very long time.

Come on. Tomorrow's going to be a good day. Computer SIMS will prove you were right and we can all put our wings back on.

Okay. Then here is the most important fact. There are only two people who know what happened in the cockpit that day, and I'm one of them.

Why do you think we're even here today? It's because Captain Sullenberger did not head back to LaGuardia.

Look, I just finished training on the A320, and I can tell you that the only reason the plane operated as well as it did, that the aircraft could land anywhere, is because Captain Sullenberger turned on the Auxiliary Power Unit.

No. He wasn't following the proper procedure at all. And I know, because I had the QRH in my hands.

He switched on the APU immediately after engine roll back. According to Airbus, that's the fifteenth thing on the list to do. Fifteenth.

Maybe that's the part you don't like. You're not used to having answers to your guesses.

They're playing Pac-Man, you were flying a plane full of human beings.

Because it's not right. Sully, you did everything you could. And it was more than enough. Ask the passengers. Ask your wife and kids. Ask mine.

I Googled you last night. Read all about your company on your website. Impressive.

I'm only teasing. But the site does make your air safety consulting business sound like you've got about 100 employees and headquarters in three states. But then, when I dug deeper, I realized... it's only you.

Don't take it wrong. Actually a compliment. Off that website... I'd hire you.

Takeoff min. fuel quantity, verify. 19,000 pounds required, we got 21.8 onboard.

They're just simulations, Sully. Won't change my mind about what happened up there.

Sully's right. It's absurd to expect an immediate turn for the airport.

It wasn't a video game, it was life and death. Sully's right. That's worth a few seconds.

Now that we've seen what could have happened... can we listen to what actually did?

'ATC notify. Squawk seventy-seven hundred. Distress message transmit.' We did.

'No relight after thirty seconds, engine master one and two confirm off.'

Hundred and seventy knots. Got no power on either one? Try the other one.

Okay, Tasty One One, cleared for a visual approach to runway 2-1 right. Keep your turn to final within five miles.

The ALTIMETER pins toward 0. Out the windshield, only --CONTINUED:CUT TO BLACKOUT.:SMASH CUT TO:

... we've lost thrust on both \* engines. We're turning back toward LaGuardia. \*

The Manhattan skyline appears, nearly filling the plane's windscreen.

The plane... shears the fourth floor in half. The skin- crawling screech of metal on concrete on bone. EXPLOSION, as the engines catch fire and the plane careens down the city street... CONTINUED: Taxis, pedestrians, all vanquished by the hurricane of violence. BOOM. The plane -- EXPLODES. And spreads its damage as it burns. The SCREEN FILLS WITH panic and fire and death. SMASH CUT TO:

A MAN IN SILHOUETTE sits up, his breath banging out of him.SMASH CUT TO:

We are ON the BACK OF Sully's head, as he runs fast and hard along the East River. Then AROUND TO Sully's face, his eyes dark with focus and the shadow of the nightmare he is trying to shed. He wears an all-black sweatsuit, and despite the harsh cold, sweat pours down his expressionless face. Not many out so early on a winter's dawn. Sully has the pathway mostly to himself. And as he runs... he cannot elude the relentless sounds and images of his nightmare. Out of nowhere... SCREECH and HORN of a CAR as Sully just avoids getting clipped by a passing car. Sully just keeps running... west now, back into the teeth of the city. Unable to get enough speed to elude his own thoughts. SMASH CUT TO:

Silence. Just the hum of a hotel room as Sully slowly dresses in his white shirt, (no epaulets), and black pants. Every motion he makes is precise, but a beat slow. And it is too quiet in here. So he remotes on the TV. Every channel he checks is focused on the flight 1549 MIRACLE ON THE HUDSON. Shots of the PLANE IN THE WATER, PASSENGERS on the wings and in the emergency rafts. Ecstatic SURVIVORS hugging on the docks. Surviving passenger BARRY LEONARD, 50, handsome and amazed, is shivering with cold and joy while being interviewed by a TV reporter.Another channel. Another interview. DIANE HIGGINS, 58, lovely and stunned, is in blissful shock.Channel change. Back to Barry.Sully watches the television and it feels like a show more than the news. Is this his life?CONTINUED: He smooths out the lines in his shirt, looks in the \* mirror. But somehow can't quite meet his own gaze. As we PUSH DEEP INTO Sully's eyes, we hear...

When I looked out the window and saw he was going to land us in the river... I thought... it's over. What else could I think?

You think you're going to die, that's what you think. And then... miraculously... you don't.

... I guess I could only say thank you... thank you for saving my life.

... you. Yes, thank you, Captain Sullenberger, for joining us today...

Sully and Skiles are sitting in a halogen-bright room, with two glasses of water in front of them. Next to them is MIKE CLEARY, their union rep. He's 50s, black hair, intense bearing. Across the table from them are the 3 NTSB members. ELIZABETH DAVIS, late 40s, gentle face, BEN EDWARDS, 50s, a banker's demeanor and focus, and CHARLES PORTER, mid- 40s, Marine-tough, who is beginning the session.Slight laughter.CONTINUED:CONTINUED: (2)The tension escalates. Mike Cleary shoots Sully a look to calm him down. But -- Sully digs in as the questions continue to come in an overlapping blur.CONTINUED: (3)A beat.

... and welcome also to First Officer Skiles. Glad you could make it in this morning.

For the record, we have an Aircraft Systems Team on this investigation, also Aircraft Structures, MRT, Aircraft Performance, ATC, Wildlife Factors, Survival Factors, and Emergency Response. Today, we begin with our Operations and Human Performance investigation, of the crash of U.S. Air Flight 1549.

Air Traffic testified that you stated you were returning to LaGuardia. But you didn't.

Aviation engineers are theorizing that you had enough energy to make it back to a runway.

Regardless, we have to follow up all implications as part of our investigation.

Our computers will run return scenario algorithms to generate simulations with your exact parameters. The dual engine loss, the altitude. Everything you faced when you made your decision.

You stated it was a dual engine failure due to multiple bird- strikes.

There is no question that you are an experienced, dedicated, talented professional.

Your weight was 151,510 lbs. Wind and temperature, N-NW, 21 degrees. Speed and altitude, 200 knots at 2,818 feet. Agreed?

And the resulting computer simulations of U.S. Airways Flight 1549 showed that the aviation engineers... were correct.

Including attempts for Teterboro runway 19, and LaGuardia, runways 22 and 13. Every computer simulation, with the exact flight parameters, demonstrated that a return was possible. And not just possible. Probable.

When the complete Cockpit Voice Recording is compiled, with ATC, and all on-board transcripts combined, we will call you back.

Before we listen to the cockpit voice recording, and we will be listening to it for the first time, along with you, gentlemen...

For the record, the pilot's and the computer sims bear the same result.

A lot of toes were stepped on... in order to set this up for today. And, frankly, I'm not sure what you gentlemen planned to gain by it.

Human-piloted simulations show that you could have made it back to the airport.

That is, honestly, the first time I have listened to a crash recording... while actually sitting with the Captain and First Officer. Extraordinary.

But all the flights you piloted before January 15th and every crash you investigated are not the purview of this investigation. Only U.S. Airways 1549 matters today.

There was enough altitude and speed after the bird strike, for a successful return to LaGuardia.

Three simulations, multiple runways and airports. Three successful landings. We're simply mimicking what the computer already told us.

Darkness. It's only 5 PM, but night presses in through the windows of the car driving Sully and Skiles and Cleary. In the backseat, Sully looks exhausted. Skiles sits in the front seat, fuming.CONTINUED:Sully doesn't answer. Instead, he starts to dial his cell.CONTINUED: (2) Driver holds up the Jan. 16th DAILY NEWS. Its headline reads... "HERO ON THE HUDSON." With Sully's photo inset.The car stops as it awaits its chance to turn into the hotel entrance. Traffic keeps them at bay for the moment.

It didn't turn out all right for the airline and their insurance company. We should expect some blowback.

'The voice mailbox of Lorrie Sullenberger is full and cannot receive further messages.'

A handsome Egyptian man in his early 50s. He takes the silence as a chance to speak.

Not meaning to bother, but I have to say, it is an honor driving you today.

What has it been this year so far? Bernie Madoff, the two wars without end, many million new people with no work... And that is just the first two weeks of January.

You need to get focused, because the media request avalanche continues. Larry Rooney volunteered to jump in and ride shotgun with you the rest of the way. Thought you might need a friend. He'll take you to today's NTSB meeting.

There's something else. Arnie Gentile called... he got the ACARS data.

Arnie said there was a chance it was sub-idle. That it still could've had thrust.

Sully sees the press and looks away. Then he pulls out his cell phone. Trying Lorrie one more time. It rings and rings and rings.

LORRIE SULLENBERGER, 50, fit, pretty, is in the backyard. She answers her cell.

I just wanted to hear your voice on the phone. Been hearing everyone else's. You'd be amazed at how many 'cousins' you have.

The reporters want me to give an update. Inside the mind of Sully. What should I tell them?

I'm thinking about running over the press with the car. Self- defense. Think a jury would convict?

The whole world's talking about you. My Sully. I still can't believe it.

It's just... we got another notice about the space in Butte County.

You've been saying that for nine months, Sully, and it's still vacant.

If we lose that space, it feels like the next domino to fall... is the house.

I'm sorry. Feeling a little anxious and alone at the moment. Not a lot of sleep...

Sully. Watch the news. You're a hero. And everybody's going to have to get used to it. Including the NTSB.

I don't understand what you're saying... this could all fall on us?

For the first time, just now, I realized that there were 155 people on that plane. And you were one of them.

Driver finally makes the turn and stops outside the hotel. Cameras press up against the window, strobing Sully like a night at Studio 54. A BELLMAN opens the back door of the Town Car and the rush of noise is deafening. Sully has to yank it shut again to hear Lorrie. CONTINUED:

CRANE UP FROM the b.g. to reveal their little street is clotted with worldwide media. Two dozen NEWS TRUCKS. PARABOLIC MICS, hordes of PHOTOJOURNALISTS. The doorbell rings, the home phone rings, news trucks honk as they crowd the tiny street.Sully's door gets opened again. Mayhem in the streets. Chants of "Sully... Sully... Sully."Lorrie hangs up.

Sully gets out of the car with Skiles exiting the other side. And like Michael Jordan and the rest of the Bulls, the press try to swarm Sully, and let Skiles slip through almost imperceptibly. Skiles waves amiably to Sully, happy to avoid the crush. And Sully is left behind, encircled by COPS keeping the tangle of cameras, arms, and microphones fifteen feet back. CONTINUED: The REPORTERS shout their questions.TIME SLOWS. Each FLASHBULB like a blow to a boxer's head. Sully winces, blinks, and finally closes his eyes. His anonymity is gone. Forever. And maybe more than that.

The shower burns. The bathroom is so full of steam that visibility is almost gone. The tub is running hot water and so is the sink. Sully has stuffed towels under the door to maximize the steam effect. Finally, amidst the murk, we see Sully sitting on the edge of the tub, with a wet towel over his head.

We see he is taking long, deep breaths. Trying to slow down his heart, which is still beating at double its regular rate.

The water is all stopped now, though steam lingers. Sully wipes the mirror to see his reflection and it comes back diffuse. Unclear in all the heat. And then the -- NOISE. The unmistakable roar of a PLANE plummeting to the ground. Deafening. He feels the sound crashing towards him, louder and louder. And louder. As Sully hurries in to escape the sound, he finds... CONTINUED: SILENCE. The sound is gone. Only the slow ticking of the bedside clock. And the fast ticking of his own troubled heart. Everything feels unsafe. Even the ground beneath his feet.

The SILHOUETTES of several photographers and reporters shadow the front window as -- Lorrie crosses in front, dialing the home phone. She walks downstairs as she waits. After several rings, it's picked up.

Sully, in a robe, with a beer in hand, is on the line.I'm taking that as permission. The cops will be coming after you.CONTINUED:The sound of a photographer's camera clinking against the kitchen window as the photographer comes too close.Lorrie draws the kitchen curtains, then remotes-on the kitchen TV. PULL BACK to reveal Lorrie has muted it.No answer.CONTINUED: (2)They hang up. Both standing still. 3,000 miles of distance between them. And somehow, even further apart. DISSOLVE TO BLACK.: OVER BLACKCONTINUED:Sully jerks AWAKE. He's lying down in the hotel room. But the TV has been OFF the entire time. In fact, it's UNPLUGGED. He rubs his face, wishing he could get his hands inside his skull to silence his brain. The clock reads 12:41 AM. He picks up his phone several times. Half dials Lorrie. Quits. Finally picks up the hotel phone and dials an extension. Two rings until...

Why Captain Sullenberger made that fateful decision to turn the Hudson River into a runway, only he can answer... but we now know that it was the wrong choice...

Sully's in his sweats. "CBS News" is on, the volume peaked, replaying endless clips of the Miracle on the Hudson.

And while much of the country hails him as a hero, this new information will certainly change everyone's understanding of the so- called 'Miracle on the Hudson.' Sometimes fireworks only exist to disguise fraud. From the banks of the Hudson, I'm Katie Couric. CBS News.

Skiles is sitting in a chair next to his made bed, drinking a soda, eating a mini-bar Snickers. He grabs the ringing phone.It's okay. No sleep in this room, either. Can you believe they charge five dollars for a Snickers? I could bankrupt the airline in about four bites.

The wind-whipped streets are empty and the closed storefronts and window displays make the street feel even emptier. The night is mean with cold and Sully and Skiles walk north on 5th Avenue, bundled up. Words don't come easy.CONTINUED: They laugh, the steam from their mouths like unspoken thoughts.MATCH DISSOLVE TO: ANOTHER EXTREME CLOSEUP - SULLY'S EYES Lights still reflecting, but these are TV lights. PULL BACK to reveal he is sitting across from...CONTINUED:Sully's eyes spark bright for a moment as we -- ZOOM INTO them and COME BACK OUT THROUGH --

But choosing to land on the Hudson... there was still a big if...

The right man for the job, at the right time. You've been flying for nearly 40 years.

Seeing all of Denison, Texas stretched out below him. Sixteen-year-old Sully sits in the front of this tandem two-seater prop plane. In the backseat is L.T. COOK, 50s, clean-shaven and gruff, but aware he's witnessing the birth of a pilot.In the roar of the tiny cockpit, L.T. Cook circles the stick to signal it's Sully's plane, then takes his hands off the override controls. Sully circles his stick back in response.Sully flies. He dips low over the verdant Texas landscape. Low enough for his parents -- CONTINUED: CHESLEY and PAULINE Sullenberger to wave up at him, proudly. He soars back up against the perfect blue and he looks absolutely in control. And free. Looks like he never wants to come down.

I'll be busy crop dusting in the Super Cub the rest of the summer. So you can take the plane up, I \* guess. When you please.

Still six bucks an hour. I'll consider it lesson time. A pilot never stops acquiring knowledge. You'll make mistakes, everyone does. Just learn from them.

And never forget, no matter what's happening, to fly the airplane.

Sully lands the plane on his own. When the wheels touch down, it's as if Sully's memorizing the feel. The thrill. He was up there. Now he's down here. He did it. Him. He and L.T. disembark and stand on the grass strip as the propeller does its final spin. \*Sully doesn't say anything.Sully's face unleashes a deeply satisfied smile.

Sully flies alone, trying out new maneuvers. Memorizing everything on the panels, constantly testing himself, improving. He banks into the blue, and when he returns to level, we are...

And this time his Mother is on board. PAULINE Sullenberger is 41 and attractive. She's also relaxed, hands calmly on her lap, as if out for a Sunday drive.She reaches over and squeezes his shoulder.They laugh and she squeezes his hand, beyond proud. PUSH IN CLOSE ON Sully's joy-filled face, not a drop of sweat despite the Texas heat... MATCH DISSOLVE TO:

You realize that if you'd studied piano like this, we'd be on our way to Carnegie Hall now.

Sully's face, now 57, and moist with sweat. The Katie Couric interview is over. Lights get switched off, camera packed up. Katie's long gone, and -- CONTINUED: ALISON, cute, mid-20s, is removing the rest of Sully's foundation, but he can't stop sweating.Alison gets on tiptoes and kisses Sully's cheek.They laugh.Alison exits and... Sully is alone. Waiting in this strange hotel room, amidst the silence of not knowing what is going to happen next... he feels like the last man on Earth. He stares out onto the streets of Midtown 30 floors below. Reflected in the window, we see the city before him. And then... A PLANE... plummeting towards the Manhattan skyline.CONTINUED: (2) Half the left wing severs free as it slams a building, then the plane vanishes again, behind a wall of skyscrapers. BOOM. The plane detonates out of view, fire and debris licking out and around, still visible... the explosion echoing through the streets.Finally, Sully whiplashes back to find -- Mike Cleary, his union rep, standing by the door.Sully looks out the window one last time. Nothing.Sully keeps staring out. Transfixed.Sully finally looks at Cleary. CONTINUED: (3)Sully feels like he's been stabbed.Sully doesn't answer.

After what you did, I'd think that Katie couldn't be too intimidating.

That was from my mom. Her name's Brenda. She says to say thank you, and she's single.

As the jet descends relentlessly across the canyon of buildings, hidden by high-rises and then reappearing, like a ghost that won't perish.

still gazing out the window. His eyes are vacant, his nightmare still shadowing him.

And outside, there is no plane in ruins. No fire. Just the city in motion. \*

BARELY clear the GW bridge. And its massive traffic. Already, lives saved.

WOLF PACK OF PAPARAZZI at the hotel door, as -- Sully exits the hotel where the Katie Couric interview just took place. His eyes show an unfamiliar reticence, and he scans the crowd for a familiar face. He finds one in -- LARRY ROONEY. 47, stocky, friendly, intense. He wears a U.S. Air uniform, snugly over a slight paunch. Larry waves from beside the car and Sully slowly makes his way through the mayhem. Larry pulls him free of the final strangers, into a vehicle. CONTINUED:Larry. Nice to finally see a friendly face. The Town Car's dark windows turn the media throng into a horde of silhouettes.SMASH CUT TO:

The tension is high as Sully and Skiles sit across from the investigators. Rooney is by their side for support. And -- Skiles is riled up.No response. CONTINUED:The board leans forward. Interested.Silence.CONTINUED: (2)The room takes a breath.CONTINUED: (3)The room goes ghost quiet.Silence.CONTINUED: (4)NTSB stands. The room is somber.The NTSB exits. So does Larry Rooney, who follows them out with hushed questions. Only Sully and Skiles remain. Sully looks stunned.The two men stare straight ahead, dumbfounded by the turn of events. PUSH IN CLOSER. CLOSER... MATCH DISSOLVE TO:

Your union has been advised... ACARS data relayed that the left engine continued to turn throughout the flight.

The evidence shows the left engine was at idle or sub-idle immediately following the bird strike.

The left engine was lost in the crash, due to the extensive damage on touchdown, but we'll circle back to that. Let's assume it was, as you say, a dual engine loss due to bird strike...

And once the investigation is complete, we'll be able to share the actual computer simulations. For now, they remain confidential. We can't afford a leak to the press.

... per the request of Captain Sullenberger, and the union, Airbus has agreed to link us via satellite to today's piloted simulations.

The pilot who landed at Teterboro had 17 practice attempts. Before the simulation we just witnessed.

For the record, this is the CVR of U.S. Airways Flight 1549, January 15th, 2009.

I also wanted to let you know that the left engine was recovered late yesterday.

Extensive damage on both the guide \* vanes and fan blades of the \* engine. Five compressor blades \* were fractured and eight variable \* guide vanes... missing.

As you testified, it was completely destroyed. The ACARS data was wrong.

I can say with confidence, that after speaking with the rest of the flight crew, with bird experts and airplane engineers, after running all the scenarios and talking to each of the players... ...there is an X in this result. It's you, Captain Sullenberger. Take you out of the equation and the math just fails.

First Officer Skiles, is there anything you'd like to add? Anything you would have done differently, if you had to do it all again?

The first thing, the only thing the Captain said over the radio... PULL BACK FROM THE CLOSEUP to reveal that Sully and Skiles are both in full uniform and are standing behind flight attendants. DONNA DENT, 51, short hair, lovely smile... SHEILA DAIL, a very pretty and young 57... and DOREEN WELSH, 50, strong, confident... on the set of "David Letterman".The flight attendants all have the wonder of survival on their faces. And -- Skiles seems utterly at ease under the lights. Sully looks hemmed in. The one person at the dance who is hearing a different music. PULL BACK ALL THE WAY to reveal -- Sully has been watching his and the crews' performance on Letterman, taped earlier that night, on his hotel room television. He holds his cell phone to his ear as it rings out.CONTINUED:The audience and the crew laugh, but Sully's no longer listening, he's connected on the phone with...

Their expressions are now strained smiles, as they weather lighthearted questions from --

'Brace for impact.' Ever hear that before, coming out of a cockpit?

... please review the safety instruction card in the seat-back pocket in front of you...

Lorrie. She's on the cordless, walking through their house.Lorrie peeks out the curtain. All the media trucks remain.Lorrie reaches their bedroom, only her side of the bed slept in. She takes an open envelope off the nightstand. It's a bank statement.CONTINUED:CONTINUED: (2)A pause. Then...CONTINUED: (3)Long silence.Lorrie's worry is an unspoken sound.Sully hears the ROAR OF APPLAUSE and laughter from the "LETTERMAN" SHOW, in direct contrast to how far away his wife and his old life feel.Lorrie hears the uncharacteristic doubt in her husband's voice. She looks at the bank notice and other unopened bills. CONTINUED: (4)Long silence. Two people breathing, unable to find the words.SMASH CUT TO: 38 FLASHBACK - INT. LaGUARDIA AIRPORT - DAY (JAN. 15, 2009) 38 \* Sully rolls his carry-on luggage through the crowded airport and he's got a friendly word for everyone. He stops for a sandwich from his regular vendor, GURSIMRAN, 46, an Indian woman.CONTINUED:Sully pays and rolls on, but -- CAMERA LINGERS BEHIND to find -- DIANE HIGGINS, 58, attractive and bright-eyed, pushing her mother, LUCILLE PALMER, 85, in an airport wheelchair. Lucille has an elegant sweep of light gray hair, a gorgeous, brand new, green, velour pantsuit. And a mischievous smile and spirit.CONTINUED: (2) Mother and daughter laugh and move toward the Lady Liberty snow globes.

Always fun to get something from the airport. Feels like you traveled, too.

Mom. He's turning one. Don't think he'll be discerning what gift came from where.

Maybe a snow globe. Something he'll remember. Something New York.

Sully is settling in alongside his First Officer, Jeff Skiles, and running his pre-flight routine to the letter.MCDU (M-C-D-U). \*:(pause) \* Really think they'll release us?

Three MEN in a hurry, racing toward a gate. ROB KOLODJAY, 60, handsome and rumpled in equal measure, tries to keep pace with the hurrying -- JEFF KOLODJAY, his son. Jeff is 31 and young De Niro good-looking. Keeping stride with Jeff is -- JIMMY STEFANIK, 27, a cousin, with close-cropped hair and a worried face.Jeff and Jimmy take off into a full run. Rob slows, catches his breath.

Been waiting a year for this trip, Dad. I am not missing this flight.

Maybe he's here, maybe he beat us somehow. There were a lot of boats...

Wait. Wait. See the old guy, just limping up? That's my dad. He needs to be on this flight. It's an emergency.

Not with you verbally walking the course the whole flight. 'Think I'll go... with the nine iron on the 7th.' No. No. Good night...

I'm okay. Pop. I was on the other wing. And they brought us to Jersey.

I heard you shouting my name the whole time. I shouted back. I guess the river...

I love you, too. Can you believe we made it!? I mean... the plane... crashed. In the river. Are you fucking kidding me!?!

Jeff and Jimmy slalom through a final clutch of people and reach the gate for Flight 1549. No line. Just an extremely pretty gate attendant, name tag "EMILY." She is 38 and focused on her paperwork.Emily doesn't look up.CONTINUED:Emily cannot suppress a grin.Rob finally reaches the gate, a little winded.

Spirit sent us. We got canceled and they said we were rerouted. That you guys had seats.

Sheila is preparing to close the main cabin door when -- Rob, Jeff, and Jimmy appear, just slip on. They walk down the aisle, squeezing by people jamming OVERSIZED BAGS into the overhead bins. Jeff starts heading further down the aisle.As Jeff walks deeper into the cabin, he passes PASSENGER \* WITH BABY, 33, a lovely mother sitting alone with her \* eight-month-old, DAMIAN. The baby rifles through the seat-back magazines and safety instructions like he's looking for treasure. Sitting at the window by the woman is JIM WHITAKER, gentle, 46, and busy scooping up what Damian is tossing.CONTINUED:Jeff walks deeper into the plane, past a couple speaking in Russian... Past a man speedily texting before the doors get cross- checked. Past a WOMAN wrestling with a too-big bag in a too-small overhead. Jeff delivers the final shove and the bag jams into place.

Donna begins the SAFETY INSTRUCTIONS over the PA while -- Sheila demonstrates in the front of the cabin and Doreen demonstrates at the back. All three work with practiced and professional enthusiasm. Almost -- NO ONE is paying attention.80% of the passengers are mentally elsewhere. Reading magazines, catching a snooze.

Cactus 1549, gate 21, cleared to push, spot 28, ground for taxi.

The flight attendants do final checks, buckle in, and then they feel the plane -- Halt on the tarmac. Donna checks her watch as Sheila joins her in the galley.They laugh.

Sheila, you know there's only one \* way to depart LaGuardia on time. \*

Skiles picks up speed as they begin down the runway. TOGA.:They build acceleration... CONTINUED:They liftoff and start to climb.Sully unclips his shoulder harness, as is his ritual, and slips out of it for comfort during the flight. It could not be more beautiful. Up above the weather, the sky is stunning. Sunlight reflects off the Hudson like a million spilled diamonds. This is the glory of flying.Skiles guides the plane higher. The splendor of the New York skyline appears off in the distance. A moment of quiet wonder. Until a sudden black curtain of GEESE covers the windshield and darkens their view up ahead.

Geese from the flock get SUCKED INTO each engine. Blood. Shredded bone and metal. Both engines cough and bang to a --

The alarm begins to chime. Banging and ringing every 5.7 seconds. Sully is Wyatt Earp CALM amidst the madness of the alarms.He turns on the AUXILIARY POWER UNIT. The engines are toast, but the plane's flight controls can now continue to work. He's bought them a sliver of time.Sully takes over flying the plane, despite feeling the narrowing of his VISION and the spiking of his PULSE. He forces himself to concentrate.

The room is filled with CONTROLLERS and SUPERVISORS behind their consoles. Another day of focus and details. CONTINUED: \*:34-year-old, stocky, handsome, thick New York accent. \* Patrick, the ACT, hasn't heart Sully's Mayday. \* He has keyed his microphone and is talking to another \* departing aircraft in his charge, oblivious to the \* danger. \*Maintain one-five thousand, Delta. \* Patrick releases his mic, sips his coffee in time to \* finally hear. \*Patrick jumps on the emergency immediately.Patrick goes off radio and shouts to his SUPERVISOR, 54, thin, vigilant, two consoles away.Supervisor hustles to Patrick's console. Plugs his headset into the console above Patrick's.CONTINUED: (2)

Cactus 1549, if we can get it for \* you, do you want to try runway one- three?

Cactus 1549 needs to go to the airport right now. Newark Tower, what have you got?

Cactus 1549, turn right two-eight- \* zero. You can land runway one, Teterboro and I also got you Newark, off your two o'clock.

Cactus 1549 radar contact lost. You also got Newark off your two o'clock in about seven miles.

Cactus 1549, if you can... you got \* runway two-nine available at \* Newark it'll be two o'clock and \* seven miles. \*

He's inbound to Newark, I know it. He just went off the box to focus.

He'll come back up. He's on his way to Teterboro. We need other eyes and ears.

Attention, all aircraft in \* vicinity of the GW, we have an \* A320 on emergency descent... \*

He's out there, he's headed to Newark. Seven miles, only seven miles.

Cactus 1549, this is departure \* control on guard, do you read?

His voice was so calm. When he said the Hudson, I didn't believe it. This isn't happening.

Tower, stop your departures, we got an emergency returning. 1549. \* Bird strike. He lost both engines. Returning immediately.

Cactus 1549, runway four's \* available if you wanna make left traffic to runway four.

Cactus 1549 over the GW bridge, \* wants to go to the airport right now.

Cactus 1549, turn right, two-eight \* zero. You can land runway one at Teterboro.

ALARMS are chattering at Sully. Ringing. Warning. The plane is dropping. Two stories per second. But he remains steadfast.

Patrick works the touch screen to carve out a path to Teterboro. Supervisor is on the phone calling for rescue support from the Coast Guard, police helicopters, any and everyone. Patrick demands the rest of the controllers' attention.Patrick turns to his colleague, Al, at the next console.CONTINUED:Patrick looks back at the radar screen just as -- The L.A. (low altitude) light flashes on-screen and the data block spells out the rapid descent. The MSAW plays out the beep-beep-beep alarm of a plane in altitude danger. On the screen, the plane drops as if off a cliff.

PUSH INTO Sully's eyes. The reflection of the sun off the river close enough to REFLECT in his calm eyes... as we see him make the DECISION.

Silence. Patrick's heart is in his throat.CONTINUED:No response. Patrick works the touchscreen, the radar screen, anything to bring the plane back.Patrick's whole being wills contact. None comes.Supervisor looks at Patrick's blank screen. Hangs up his phone line.

Sully thinks about saying more to the cabin. Doesn't. Hand steady, he sets the PA mic down.

Patrick releases his mic, sips his coffee in time to finally hear.

A SIGHTSEEING HELICOPTER is darting its way above the city skyline.

A MALE PILOT, 40, scattered whiskers, operates the copter, with two TOURISTS, a young FRENCH COUPLE on a honeymoon, in back. CONTINUED:Pilot pauses as over the radio he hears...Just as 1549 comes INTO VIEW... two hundred feet below them. Male Pilot increases altitude to create space and keys the radio.

When we come around this bend, we'll be looking at the U.S.S. Intrepid. One of New York's...

Cactus 1549, if we can get it for \* you, do you want to try to land runway one-three?

Cactus 1549, it's gonna be left traffic for runway three-one. \*

Cactus 1549, radar contact lost. You also got Newark off your two o'clock in about seven miles.

Cactus 1549, you got runway two- \* nine available at Newark, it'll be two o'clock and seven miles.

Supervisor backs off a few feet.Patrick changes transmitters to the "REMOTE TRANSMITTER."Silence. Patrick hits another button.Supervisor knows what's waiting, but he calls Newark anyway. CONTINUED:

The heli chases the descending plane. Only the inevitable awaits.

Patrick goes sheet white. Supervisor puts his hand on Patrick's shoulder. Patrick keeps staring at the blank radar screens in disbelief.Take Patrick's seat. \* A CONTROLLER takes Patrick's spot and plugs in his phone \* to the console, replacing him.Sudden tears. He can't wipe them away. CONTINUED:

The river beckons from outside the window. Time is up. The cockpit alarms RINGING, RINGING, RINGING. Sully looks out the window. Too late to go back. Only the river ahead. Reaches for the radio to the cabin.

The stewardesses buckle in, while shouting instructions. They chant it out in unison...But the passengers can't help but look out the windows. In row 17, Diane holds Lucille's hand.In row 6, Jimmy grabs Rob's arm. They hold fast.CONTINUED: In row 1, Barry Leonard is braced with only the bulkhead to smack into. He is praying. We can't hear the words, but his face looks totally peaceful. As if he has already surrendered. In row 19, Passenger With Baby is trembling. Without a \* seat belt for her lap child, she doesn't know what to do.And Passenger With Baby trusts Jim with her child. \* Jim holds onto Damian with strength and tenderness. In row 12, a MAN writes "Mom, Jane - I love you." on his business card, with a shaky hand. Then he plants the card deep into his pocket, so that when he does not survive, the note just might. In row 22, Jeff watches the water speeding up toward the plane. Then he shuts the blind. Unable to watch.

Brace! Brace! Brace! Heads down! Stay down! Brace! Brace! Brace!

Chimes. Alarms. Automated warnings. Sully begins the flare for landing. Sidestick back, \* back, full aft.Sully gives the airplane everything he's got. But it won't give him any more.SMASH CUT TO:

Sully is spent from the telling. The hotel clock has rolled to 12:57 AM.

Lorrie holds the phone so tight, she's white-knuckled. CONTINUED:I have to go.Sully hangs up. His hands, so steady in flight, now shaking a little. And he and Lorrie are left on opposite sides of the divide between before Flight 1549. And after.

The blinding images include the NEWS SCROLL announcing the Miracle on the Hudson, on a seemingly endless loop. Then, through the tourist crowd, jogging, fast, comes Sully. It's another frigid winter night, but Sully is in his black sweatsuit and he is on the move. And yet, running cannot turn off the images that rush at him from inside his head.CONTINUED: He stops. The last pigeons vanishing into the darkness. Every corner is just another edge of his mental prison.

Sully runs deeper into Times Square and the SCROLL changes to an endless loop of "Flight 1549 CRASH. Pilot needlessly risks lives of all on board." "Pilot error. Pilot error."

Sully runs harder and harder, trying to run out of his skin. But every step brings another flash. He heads west on 45th Street, away from the glare and cacophony.

At Tenth Avenue... he turns, right, directly into a huge congregation of --

The noise of their panicky flight, the gray black of their wings, shoot Sully back to the --

Attempt after attempt, for Teterboro or LaGuardia. With the 35-second delay --

Sully is now running across 12th Avenue and headed for the Hudson. He's at a full clip, as if chased. The CAMERA GETS so TIGHT ON his face, the entire world is his breathing, his breath like smoke signals in the frigid night. He hears the voices of LORRIE, her slip of doubt... of SKILES, backing him up all the way... of his MOTHER, her pride clear... of MIKE CLEARY, about the left engine still being alive... of L.T. COOK, saying details are the difference between life and death... never stop flying the plane... An endless stream of VOICES, all overlapping into a cacophonous attack. Inescapable. Even his running is a trap.

At the railing to the river, Sully stammers to a stop. His heart bangs. Lungs and legs burn. Finally his mind goes --SMASH CUT TO:

He looks out at the inky river. As if the runway he chose could tell him why he chose it. But it offers nothing. He turns to see the --

U.S.S. INTREPID. The deck of the aircraft carrier/museum is dotted with aircraft.

A Concorde SST. A Lockheed A-12. An F/A-18. All visible from the river's edge.

His eyes focus on the FIGHTER PLANE. He can almost feel himself behind the stick... as we...

SOUND is a feeling down to your bones. Flying barely 100 feet off the ground.

Sully is flying, his face a mix of concentration and ecstasy. He was born for this. He is gifted, and fearless. His GIB (guy in back), ANDREW CARRIGAN, 25, takes Sully's \* cues and provides Sully with the assistance he needs. They are a synchronized team.Sully circles toward the bombing target when suddenly, his F-4 -- KICKS LEFT. On its own. Inches from a disaster. Only Sully's deft touch keeping him from trap-dooring into the earth.Sully is pulling on the stick, like riding a bucking bronco. His GIB can only watch and hope. CONTINUED: Sully decides the only way out is up and he -- PINHOLES the F-4 straight for the skies, pulling maximum Gs. Sully disarms all the bomb switches, runs every check.At 15,000 feet, Sully finally evens out. But the stick is jelly and the plane tugs this way and that.Sully begins to descend. But the aircraft is SHAKING like it wants to tear apart. Sully drops to 14 thousand. Thirteen. At twelve a -- GUST OF WIND knocks the right wing down hard, and the plane dips precariously. Sully maintains enough control to get the plane back to level. Despite the high speed descent in an out of control military fighter... Sully looks like he's having an afternoon by the pool. High-speed approach. Rapid descent. His GIB filled with fear... and -- Sully scorches the landing, clean and mean, the -- DRAG CHUTE deploys and the fighter shreds the clear air as it finally comes to a halt. CONTINUED: (2)

Sully's memory severs. The F-4 on the ship is a museum piece, never to be flown again. As he stands in the black-ice air, he realizes the chances are real that he, too... may never fly again.

Sully enters to a quiet, nearly anonymous bar. He sits on a bar stool, his face still flushed. BARTENDER, 49 and bearded, slides him a napkin.Sully bows his head a bit.Sully doesn't answer. No matter where he goes, he can't escape his fame.CONTINUED:Sully manages a laugh, a small release after trying to restrain so much.Bartender makes Sully "his" drink.Bartender lifts his own "Sully" to toast. They all drink. Drunk Customer points to the TV mounted on the wall.On the wall-mounted TV another report on Flight 1549. It has Sully's image on the screen, with footage of the plane in the Hudson behind it. Inescapable.The TV image goes to a shot of the Hudson and we -- PUSH IN ALL THE WAY UNTIL we -- COME OUT the other side...

All right. Sully! Nice to meet you, sir. That was good, what you did. That was unreal.

Check it out, I invented a drink after you. Ask Johnny. Johnny, did I not, right then and there?

You're gonna love 'The Sully,' Sully. Ready? Grey Goose. Splash of water.

The Thomas Jefferson ferry is chugging towards its Manhattan port, passengers in every seat.CONTINUED: A DECKHAND, HECTOR RABANES, approaches.

All NYC confidence and focus is at the helm. He steers the ferry towards its destination.

Little ice on the city side, and dispatch said the chop's coming up, so I'm gonna run her real slow.

This is Victor Gaggero of the \* Thomas Jefferson. We have a... plane...

Oxygen's in the medical closet! Blankets, aft storage. Life vests in the lockers. Gonna need everybody!

Scuba cop MIKE DELANEY, 32, brown hair, easy manner, is hanging with his partner, ROBERT RODRIGUEZ, 35. The rest of the scuba cops are scattered throughout the break room.They get interrupted by an impossibly loud ALARM... then they scramble back to the helicopter.

I cannot believe you have the sack to say that. That's literally like giving the city the finger.

I'll say it again, Dennis Eckersley is without question the greatest relief pitcher in the history of baseball.

You're blinded by the leg kick. That what it is. Or the moustache.

Then let's get you on another boat. We got plenty of boats. Okay?

Afternoon traffic crawls and drivers hear the JET ROAR. They crane their necks to see the plane passing directly overhead. It just barely -- CLEARS the bridge.

One ELDERLY MAN, in his 80s, uses his cane to get to the window. Compassion and hope and fear crowd his heart.

In a city tuned to the fear of planes crashing... countless windows begin to fill with APARTMENT DWELLERS... magneted by the -- SIGHT of Flight 1549 so close to the riverfront. They fishbowl to the glass in building after building.

Gaggero and the Thomas Jefferson are 50 yards from the \* dock when he hears an enormous NOISE overhead. All look up. A plane plummeting toward the Hudson.He throws the ferry into full impulse and hurtles forward.

as they go wide with astonishment. The REFLECTION and the sound of impact tells the story just as the plane hits the Hudson.

The plane hits the water. The passengers react as the plane jerks to a halt. A passenger in the last row dares to open the window blind. Water is already halfway up. Fish in a fishbowl. Surreal. People begin to vacate their seats.

Sully bangs OPEN the cockpit door, looks out at the stunned passengers.Barry Leonard is first by the emergency door as it opens. He looks out onto the freezing river.

The life raft has not deployed. Barry is the only one who can see its useless shape, adhered to the plane.Barry takes off his shoes. And obeys. He jumps directly into the frigid water.

Captain, it's time to go! We've got to get off this plane! Right now!

Barry sinks several feet below the surface. For a moment, it seems this will be his ending place. And then he -- Rises. At the surface, in shock... he begins to swim. But AWAY from the plane... with half a mile between him and the coast. Madness.

Icy river water FLOODS into the plane through a gaping hole in the floor. Doreen has BLOOD POURING from a leg wound, but she's still shouting instructions to passengers.

The aft exits are unusable! Everyone forward to the overwing exits. Don life vests, now!

In row 6, Rob is screaming towards the back of the plane.The chaos blocks any visual contact. Jimmy dons a life vest and grabs one for his distraught uncle.Rob pushes into the aisle, tries to make it back towards Jeff. But the rush of people coming at him make passage impossible. Too many bodies, and Rob winds up pushed back into row 6.

In row 17, Diane is unbuckling Lucille's seat belt. Lucille tries to stop her.Their connection goes deeper than ten thousand words. Diane takes her mother's face in her hands. After a long moment...

as they march through the morass of confused passengers.Sully and Skiles rip free the left behind LIFE VESTS, hand them out as they walk the cabin.Sully and Skiles hand out blankets and coats to every departing passenger.The freezing water rises. It's at their knees. Now at their waists. Relentless. The heavy plane is inhaling water and --

And still, some passengers are popping open the overhead bins, trying to take their luggage with them.

REVEALS the crippled, drowning plane, lonely in the river. Then at the EDGES OF THE FRAME, a cavalcade of --

The Jefferson is the first to arrive at the scene. Gaggero tosses a ROPE into the right-side wing and the \* rescue is on.

Rob and Jimmy squeeze out onto the wing. Followed by others. The center cannot hold.Rob makes a sudden move, heads back toward the plane. He tries to step over escaping passengers, but the wing is icy, the water too close, everyone coming towards him in waves. Jimmy finally gets a good grip and Rob fights against it.Rob sees there is no way back for him. But he can't accept it. His heart hammers with the darkest of fears. Other passengers cry out. Fear passing between them. Hypothermia climbing from toes to torso like a virus. And every new passenger on the wing... makes the plane -- SINK DEEPER into the river. Which will it be first? Drowning or freezing to death?

CBS reporter RANDALL PINKSTON is live from the docks as the rescue unfolds.

With a water temperature of 36 degrees and wind chill of -5, the surviving passengers of Flight 1549 literally... have minutes to live.

... he has swam 30 yards toward New Jersey. Stops, breathless. Knows he will never make it. Both the coast and the wreckage seem too far a swim. The water owns him.

Donna Dent is shouting/waving to the last remaining MALE PASSENGERS for assistance. And one of them makes it back to the 17th row. And scoops up -- Lucille Palmer into his arms. Diane trails behind as they all make their way to the exit.

They reach the exit and Lucille is carried with the greatest of care into one of the life rafts. All make room for her and Diane slides in beside her. She holds her mother as if she were a tiny child.

Gaggero is barking commands to the commuters, mobilizing \* them to assist in the rescue. And they are responding. United.He hits the chop head on. 20 knots, the ferry maxed out, knocked sideways. Ferry passengers hang on like pirates in pursuit, the whole of them ready to help.

SHAE CHILDERS, 38, frightened, exits onto the wing. She looks to the closest LIFE RAFT. But it is overturned and sinking. She sees a slick of jet fuel in the river... panics... DIVES in, swimming, gulping, trying to get away from the plane.

Barry Leonard finishing his swim back to the left raft, shivering with shock and confusion. Passengers pull the nearly-dead Barry into the raft. They huddle around him for warmth. Giving up their own clothes to warm him.

Passengers shout out for Shae to return to the wing, but she has seized up with cold and fatigue. She is barely moving, her head dipping below the water's surface, water rushing into her gaping mouth. Her seat cushion floats away. Drowning.

NY1's BOBBY CUZA films a report, surrounded by a cavalcade of first responders. Police. Firemen. EMT. Awaiting the survivors.

Whoever has miraculously survived this plummet from the skies into the icy Hudson has about three hundred of New York's finest ready to help them. The only question remaining is, will it be too late.

The bow of the Moira Smith drifts INTO VIEW and there, just bobbing for life is -- Shae Childers. CONTINUED: We WIDEN to reveal the stern of the Moira Smith swinging toward the front left raft. It stops just before crushing the raft and its survivors against the sinking plane.

Sully, Skiles and a few remaining male passengers stand abreast of the exit and pass out blankets, life vests, spare coats. Anything to stem the cold and keep people alive. Sully grabs the plane's emergency location transmitter and hands it to someone in the front left raft. Finally, with nothing left to hand out and every other person on a wing or in a raft... Sully walks down the aisle searching for passengers.Water up to his waist, teeth chattering, he wades back of the front of the plane.

The NYPD AIR/SEA RESCUE HELICOPTER arrives overhead, rippling the water and scanning the entire tableau.

With her all strength gone, Shae somehow reaches out and catches the rope ladder attached to the bow of the ferry. But holding on is all she can do. She sobs. She prays. DECKHANDS shout down at her, encouraging her to climb. But her extremities are frozen. And she cannot move an inch.CONTINUED: DECKHAND CARLO ALFONSO, limber and fierce, scampers down \* the rope ladder, reaches for Shae's hand. But she won't let go of the rope. Too afraid. Too cold.The ferry drifts closer to the left wing. And the wing gets closer and closer, the tip just missing Shae's back. JOE HART, a Flight 1549 passenger, leaps off the wing and onto to the rope ladder. He desperately tries to pull her up. But she is paralyzed by fear and cold.Shae nearly gives up. Lets her arms begin to release the ladder... Until the river around her begins to --

I jumped... I was afraid the plane was going to explode... I'm so sorry.

SHIMMER with the NYPD AIR SEA RESCUE HELICOPTER appearing overhead. Scuba cop MIKE DELANEY, wearing only flippers and mask... LEAPS twenty feet from the chopper and swims madly to Shae.

He arrives just in time. Terrified, Shae fights Delaney, pulls him under for a moment. Until at last, Delaney reigns her in.She spits water from her blue lips.CONTINUED:Scuba cop Rodriguez leaps out of the helicopter and swims toward the rescue, as well.

Sully is doing a second and final search for passengers. With water up to his belt, he is standing on the seat of the fourth row from the back. Hypothermia chases after Sully as he searches every row, every seat. The cold plays against his heart, shortens his breath.Sully climbs over the seats toward the front. Water rising. At the wing exit, one last look as he straddles the doorway... but then he races back toward the cockpit.

Sully grabs the metal AIRCRAFT MAINTENANCE LOGBOOK. He snares his overcoat and takes a final look around. The instrument panel is completely dead.

As he steps OUT of the left forward entry door. Nearly an entire plane-load of people on the slippery wings. The rest in emergency life rafts. But the river is deathly cold. And --

Sully, last man out, squeezes onto one of the life rafts next to Skiles.

Sully is rapidly scanning the wings, rafts, everything, his lips moving in a silent count.

The last passengers are being plucked from the rafts, including Barry. Deckhands FRANCO SANTINI, gray-haired, linebacker strong, \* and BRIAN KELLY, 28, laser focus, cover him in blankets \* as he reaches the deck.Kelly wraps him in a blanket. \*He grows increasingly distraught. CONTINUED:Kelly takes off his coat and hat and puts them on Barry, \* to still his quivering, but he can't stop shaking.Santini embraces Barry, pulls him close. Looks him in \* the eye.Sully barely manages to twist the rope around his frozen arms and pull himself slowly back toward the ferry.Sully reaches toward the ferry ladder. Has to -- HOOK HIS ELBOWS around the rungs and, rung-by-rung, haul himself up toward the ferry deck. The last three rungs he's -- CONTINUED: (2) PULLED UP by deckhands and Skiles. They immediately try to throw a blanket around him, but he pushes through. Still carrying the metal aircraft maintenance logbook. While others celebrate and weep, Sully soldiers on, pinpoint focus. Still counting. But he's so surrounded by "thank you"s and embraces he can't keep track.

It was supposed to be me... it was supposed to be me... it was...

who is still counting. Scanning the boats, the rafts, as the final passengers from this raft climb up to safety. He relieves Skiles of the rope connecting them to the Athena ferry, sends him up the ladder.

Sully is alone in the raft, trying to hold it close to the ferry, but his frozen hands refuse to function. He's drifting away from the rescuers' reach.

... he goes to a railing, trying to count passengers on the other ferries, even as they dock further down the pier. Impossible. Looks out at the plane, listing and sinking.

PERSONAL ITEMS begin floating by. Purses, souvenirs, I LOVE NEW YORK bags.

The two SNOW GLOBES OF NYC Lucille bought, bobbing in the choppy water. The Statue of Liberty ringed in fake snow, floating on the darkening river.

Sully reaches onto his belt for his cell phone. And somehow it works.

When you were so sick last year, and I asked God that you would be saved and I would be taken instead...

And you said... God was too merciful to make me hold up my end of the bargain...

U.S. AIRWAYS Captain DAN BRITT, 54, in full uniform, the union rep from LaGuardia, wearing his union badge. Dan is slender, handsome, easygoing even in this startling environment.

He is about to enter the rest of his life, and gathers himself for what awaits him.

His heartbeat has still not slowed since the crash, and even the deepest of breaths cannot slow it.

Lorrie casually picks up the phone.CONTINUED:Sully gets swarmed by more grateful embraces.Sully hangs up. Lorrie quickly turns on the news, still confused. It's on every channel that she rifles through. The floating plane. The rescue. It finally begins to dawn on her. And she begins to shake.MATCH DISSOLVE TO:

ZOOM INTO CNN coverage of the rescue, live. The Thomas Jefferson ferry is just pulling into dock.

The Thomas Jefferson ferry docks to MAYHEM. PRESS everywhere. POLICE trying to keep order amidst the madness. Passengers borrow cell phones from police and firemen to contact love ones immediately. Donna and Sheila continue to help passengers with blankets, comfort, attention. CONTINUED: Rob Kolodjay disembarks from the ferry and immediately pushes through the crowds. He is wrapped in a blanket and followed by Jimmy, but all he wants to do is find his son, Jeff.Stops to describe Jeff to police officers. And the swirl of humanity just makes it more exasperating.CONTINUED: (2)After a beat.Skiles approaches.CONTINUED: (3)It doesn't change Sully's point of focus.Sully sees the flashing lights of the waiting ambulance. But he's not ready yet. Something draws him to the edge of the pier and Skiles follows. The magnet is the -- PLANE, now lashed to fireboats and ferries. CAMERA FINDS CLOSEUP after CLOSEUP. SULLY AND SKILES. Shock and disbelief. BARRY LEONARD. Tears of joy. DONNA DENT. Silent awe. DIANE and LUCILLE. Exhausted and seeking aid. PASSENGER WITH BABY and 8-MONTH-OLD BABY. Joyous. \* ROB KOLODJAY, his face cratered by worry and fear... looking at every face that passes, desperate to see his son... Until his cell phone rings. Caller ID reads -- CONTINUED: (4) Rob answers. Hears his son's voice. All he can do is weep.

pacing through the thicket of rescuers and rescued, he is \* handed a phone and begins to dial. \*

Captain, I'm here to escort you to meet with Mayor Bloomberg and Police Commissioner Raymond Kelly.

Jeff's right. Let's get you in some dry clothes before you freeze to death.

Captain, what if the Mayor and Chief Kelly head down here to meet you?

... no manifest. We'll have to track the passenger info down one- by-one.

I'll call John Carey. We'll get your count. You've done enough, Sully. Let me take it from here.

Finally, we CIRCLE BACK TO -- Sully and Skiles. Sully is still total concentration. But Skiles finally lets his relief show.

Patrick, the ATC guy in charge of 1549, sits in this windowless room, head in his hands. He looks like he's had the longest hour of his life. Tears still pool in his eyes. The door opens and a ATC #1 pops his head in.Down the hall, noises emanate.Patrick grabs his friend in an embrace of disbelief.Man, still being hugged, scans the barren room.

CONTINUED:My normal resting is 55. 110 is not good.A voice from the other side of the curtain.The curtain pulls back. ARNIE, middle-aged, stocky. Serious.A beat. Sully's heart constricts. CONTINUED: (2) For the very first time, Sully's professional face gives way to something more vulnerable. The shock of the human experience breaks across his brow, shadows his eyes, opens his mouth. He leans against the wall. 155?:

PULL BACK to reveal Sully, still in his wet clothes, sitting on an examination bed.

The DOCTOR, 36, thin hair, thinner waist, writes notes on his pad, then listens to Sully's heart and lungs.

You're right. It's not good. After what you just went through, 110 is extraordinary.

Fairly deep laceration, we'll keep her a day or two to stem infection.

... have a scar and a story to tell, although no one will believe her. I'm here with you and I don't believe it. You landed a plane on the Hudson. Not a scratch on you. Rest of your crew, too.

ESTABLISHING of the nondescript hotel. If not for the three police SUVs parked out front, it'd look like just another quiet night in Queens.

U.S. AIR Captain CARL CLARKE, tall, soft-spoken, 50, is walking down the hall with two big shopping bags. He's accompanied by hotel manager EVELYN MAY, late 30s, tall, \* lovely. They knock on rooms 311 and 313. Skiles exits one door, Sully the other. Skiles is showered and in a robe. Sully is still in his wet uniform, six hours after the landing.CONTINUED:Tears rim her eyes.She hugs him. Sully is stiff, unsure of what to do. Still in shock.She walks away, radioing for a bellman to go to Sully's room.CONTINUED: (2)Sully is silent.

This is Ms. May, from the hotel. \* She wanted to have a quick word.

I won't take your time, gentlemen. This is only to say that my staff and I are committed to protecting your privacy. And if there's anything I can do at all...

Are you kidding? Captain Sullenberger, I'd give you this whole hotel if I could.

The families of crash victims often stay here after... this hotel has seen a lot of grief. But this time... we get to see joy.

Sully, when's the last time you heard of someone landing a jet on the water. And everybody lived?

K-Mart was the only store open. It's Queens at ten in the evening. You find a Brooks Brothers.

Been a long day. Get some rest. Mike Cleary will be by in the A.M. Make sure you're both doing okay.

Thank you, Captain. Been awhile since New York had news this good. Especially with an airplane in it.

Carl empties one bag on the bed.He pulls out identical BLACK SWEATSUITS, socks, and black, low-rise briefs.They shake. Take in the gravity of the statement. Then part. CONTINUED: Sully stands alone. Uniform wet. Bed full of new items. His phone battery dead. He pulls his wallet out of his soaked trousers. Opens it. The contents are soggy, but intact. Out of an inside slot, he pulls a yellowed slip of paper from a fortune cookie. One he's carried around for years. Now, he can only look at it in stunned wonder. It reads: "A delay is better than a disaster." Sully turns on the TV. And every channel is showing -- The plane floating in the Hudson, passengers on the wings. PUSH INTO the TV image, 'til it pixelates. PIXELATED TV IMAGEThe word that city officials keep repeating is 'timing.' DISSOLVE TO:Slowly something seems to be dawning on him. CONTINUED:But when he turns, Sully is gone and there's a 20-dollar tip on the bar.

PULL OUT of TV image until we see we're back in the bar where Sully was given his "Sully" drink.

The perfect timing of the NYPD scuba unit, and the ferry boat captains. And, of course, the inexplicably precise timing of the pilot, Captain Sully Sullenberger, who with almost no time, became a man for all time.

Sully's on the move and he's on his cell phone. It's ringing. And ringing.

Larry Rooney is up on one elbow, half-asleep. His wife, with eyeshades, sleeps next to him.

Sully stops on the corner, the Intrepid moonlit behind him. CONTINUED:Sully hangs up. CONTINUED: (2) And for the first time since the crash, hope in his eyes. DISSOLVE TO:

It's so cold, even the building looks like it wants to duck for cover.

The door to the NTSB conference room is closed, the noise of set up audible slightly through the door.

Sully enters. Sits next to Skiles. They wait in silence. Larry Rooney sits steadfast, as well as other airline and union reps. Across from them are Porter and the other NTSB board members. All have headsets on the tables in front of them.CONTINUED: Sully sits stone-faced. The satellite link revs up and shows the stunning --

The outside looks exactly like the nose of an A320, and it is on a gimbal, to provide the full rise and fall, shaking and plummeting of a distressed plane.

Inside it looks exactly like the A320 cockpit. A square-jawed AIRBUS TEST PILOT, 35, in civilian clothing, buckles into the seat with a CO-PILOT beside him. And the flight begins. From inside the cockpit, the simulator shows a perfect graphic representation of the take-off from LaGuardia. Everything is precise.

CONTINUED: Flaps 2, just like Sully used. Everything exactly the same. The approach is harrowing. They can only configure for landing in the last fifteen seconds. Moments from crashing until a -- PERFECT LANDING on LaGuardia runway 1-3. Pilot and Co- Pilot hi-five, like Top Gun devotees.

The AUTOMATED WARNING SYSTEM begins inside the "cockpit" and it is devastating and rattling.

Even though it's only a simulator, the Pilot and Co- Pilot's faces betray the terror of the situation. The simulator drops the plane two stories a second. Death- defying.

Then the Pilot makes an IMMEDIATE left turn to return to LaGuardia.

Co-Pilot runs the QRH, every proper part of the checklist. Pilot steadies the plane.

The room is buzzing after the successful landing.Sully's expression betrays nothing.

A NEW PILOT, a woman, and NEW CO-PILOT enter the simulator. Take off. Bird strike. Tremors. Chaos of the warning system every 5.7 seconds. The checklist. Attempt for Teterboro. The tension is just as thick. Full concentration. Last minute flaps and another -- Perfect landing on LaGuardia 1-3.

Edwards and Porter are writing notes. And the room feels more and more like a gallows. Larry Rooney leans forward toward Sully to say something, but Sully blocks the comment with a gesture.

THIRD TEST PILOT, a lanky 40-year-old man, slides into place confidently, with his Co-Pilot. A new target is chosen. Teterboro airport. Bird strike. CHAOS. The river beckoning, and 3rd Pilot yanks the plane into an extreme bank. CONTINUED: The simulator strains at the effort. Extraordinary flying. At the last possible second, he comes out of the bank and -- SLAMS it down on the runway. Harrowing. But safe and sound.

Silence. The room tightening at the edges.For a moment, it seems Sully is out of rope. Finally...His "no" is clear and strong and galvanizes the room's full attention. CONTINUED:His outrage pins the room to the wall.CONTINUED: (2)Long pause. No answer from the NTSB forthcoming.NTSB confers.Charles Porter contacts Airbus via satellite and confers with them while the others await the decision. The room is heavy with anticipation.17?:All Sully can do is shake his head. CONTINUED: (3) Charles Porter hangs up with Airbus.

The first Pilot and his Co-Pilot, who high-fived after their first run, re-enter the simulator. They fly this simulation with more confidence, barely reacting to the bird strike, no fear in their faces. Then they wait 35 seconds before returning to the airport. When they do, they -- CRASH. Coming up short, despite going full aft on the stick. The plane -- CARTWHEELS into the water just short of the runway. And is torn into pieces. The Pilot looks stunned.Same Pilot. Same 35-second reaction-decision time. This attempt, a hard right turn to LaGuardia, almost like flying blind during the turn. This approach, the -- CRASH is worse. The plane nosedives, half into the water, half onto the edge of the runway. Splinters like a shattered bone.The Pilot who successfully landed at Teterboro with the extreme 66 degree bank and sudden set down, buckles in. The flight. The madness of noise and technology. The delay and turn for Teterboro. The plane banked hard to 66 degrees, just as before, but this time the plane doesn't make it to Teterboro. It -- CONTINUED: STRIKES several buildings on the Jersey side of the river and DISINTEGRATES onscreen.

Let me run it again. Runway 2-2, with a right turn, is the better choice.

Sully isn't smiling on the outside. But on the inside... The 35-second delay, the human delay, is making all the difference.This time, the NTSB is silent. Skiles can't hide his grin.It takes a beat, but Charles Porter finally shuts down the satellite link.They all don their headsets. And the switch is flipped. Sully and Skiles close their eyes.

The sky is achingly blue. It's 3:27 PM on a Thursday afternoon. CONTINUED: A flock of CANADIAN GEESE appear, thick as a black and gray curtain, in an exact Y-pattern. The sound of their wings is rhythmic. Peaceful. Perfect.

They are 100 yards away when Sully sees them. Before he blinks, they shadow the windscreen completely.Several birds enter each engine. The engines both shudder to a complete and silent stop. Then BURST INTO FLAMES.The power drains from the plane like blood from an open vein.Sully flips on the auxiliary power unit. No engines, but now enough power to buy them a little time. A very little.Sully's focus is absolute. And his bearing, calm, but inside, his heart thunders. CONTINUED:Skiles grabs the Quick Reference Handbook. It has 150 checklists for various emergencies. Which one works for double engine loss at 2,800 feet? None of them. Down below, the Hudson rushes up at them like an attack. Sully turns left and calls ATC.

Sully's called "Mayday," but Patrick, the ATC, hasn't heard it. He has keyed his microphone and is talking to another \* departing aircraft in his charge, oblivious to the \* danger.Patrick sits up straight at the news. Immediately, charts a return route on his computer.

Skiles reads from the QRH. CONTINUED:Skiles looks at the instrument board.

LaGUARDIA TOWER (V.O.) Which engine?Patrick's face pales. "Both engines" begins to sink in.

The alarm chimes punctuate Patrick's transmission. CONTINUED: Sully looks out of the window. The Hudson is below. Sully's mind calculates how long he has remaining. He sees the -- Manhattan skyline to the left. New Jersey to the right, the riverfront thick with buildings. SERIES OF FLASH CUTS PEOPLE watching TV, in their waterfront apartments, oblivious that their lives are at risk. A SIX-YEAR-OLD LITTLE GIRL with a dog, coming to the window at the sound of the jet plane. An ELDERLY MAN, with a cane, at his window, watching it all. Every building buzzing with life, just one bad decision away from death.

It takes Sully only a few seconds to realize he's out of choices.Skiles continues the checklist.CONTINUED:Sully watches the altimeter plummet. Looks left and right. And now, this low, only 1200 feet above the Hudson, water is all he sees.

Skiles pauses a mini-beat. His first doubt. Almost challenges Sully, bites down on it.

Patrick works his touchscreen like a magician. Gets the number he needs and dials. CONTINUED:

The plane is dropping like a stone. The bridge looks like it's going to clip a wing.

Skiles looks to Sully. Sees his calm. But wants to contradict the Teterboro call. Waits. Every second an eternity.You wanna try and go to Teterboro? CONTINUED:Sully hears "thirty seconds." Knows he doesn't have it. Reaches for the radio to the cabin.

Nothing from the engine.Sully slips his shoulder harness belt back into place and secures it.Sully doesn't key the radio. His only focus now, landing the plane on the roiling river. CONTINUED:The chimes are relentless. Cockpit noise, cacophonous. Sully eyes the approaching water as if it were a runway.

Almost all are leaning forward, braced for impact, as the flight attendants keep reciting, over and over...Barry Leonard prays. Diane holds her mother Lucille's hand. Jeff Kolodjay cannot bear to look out the window as the enormous river seems to rise to meet them.-- one more time, then bow their heads and lean forward. Only sounds remaining are... A prayer in Russian... the words need no translation. The sound of a text being rush-typed. TEXT: I love you and the girls. The word "delivered" on the screen, bringing deep relief. Message sent/message received. An overlapping chorus of praise and fear and hope and goodbye... Some on their cell phones... "Daddy loves you, you know that, Jesse? Daddy loves you forever..." Some from their souls... "Thank you... for this life." "Please. God. Mercy. Please."

Chimes. Alarms. Automated warnings. CONTINUED:CONTINUED: (2)Sully eyeballs the landing. Eyes on the airspeed displays, then the water. Back and forth. Outside. Inside. Outside. Inside.

Sully fights to keep the plane's pitch optimum, the nose up. The wings level. One inch off and the plane will disintegrate on impact.

We see the dark water, only feet from impact, RACING UP to meet us. The plane's skin shivers and moans. No escape.

Sully begins the flare for landing. Sidestick back, \* back, full aft, everything he's got.CONTINUED:

Underwater. Blackness. All the power gone. Panel completely dark. Dead. Finally, the nose begins to bob up, and as the water clears, Sully and Skiles have a sudden and perfect view of the -- MANHATTAN SKYLINE. Dream-like. As if they're inside a snow globe, all of NY, opening before them at river level. Sully and Skiles look at each other. Alive.

Silence. No more words. Who could have survived that? The recording is over. The room hums with the quiet of shock. For the first time, Porter and the other board members seem to really look at Sully and Skiles. To take them in. To realize that they survived this impossibility. This was a miracle on the Hudson. Sully and Skiles betray almost no emotion, still shaken.

Sully exits alone, and as he waits for Skiles, his phone rings. Lorrie.

Lorrie is lying on their bed. Next to her is a large, opened FEDEX PACKAGE which held... SULLY'S SUITCASE, rescued from the wreckage of Flight 1549. Including his -- Pilot's hat. Which Lorrie is cradling in her hands. Tears steal the rest of her speech.More tears. Tears of relief and joy.Long pause as they simply take in the sound of each other's breathing. Their existence. It is beautiful.CONTINUED:Sully hangs up. Takes a moment to gather himself. Skiles exits the bathroom and joins Sully as they walk in silence back toward the conference room. Just before they reach the doors... Sully stops. Skiles stops, too. Faces Sully.Skiles can't muster an answer.Skiles' eyes brim with tears.Then they lock into an embrace. Brothers. For life. When they step back, the emotion is an invisible cord between them.

All have returned. The weight of the investigation has been replaced by a sense of humble awe. CONTINUED:The NTSB board is looking for the right words. Finally...Sully waits a beat. The monitors they have been watching come to life with VIDEO FOOTAGE... A massive crane lifts the LEFT ENGINE from the Hudson River. It dangles over the water, facing away. Its damage unseen. On the video, the LEFT ENGINE rotates TOWARD CAMERA. It is mangled and decimated from within and without.Sully and Skiles are transfixed by the video of the engine that almost got them killed.CONTINUED: (2)The room hushes. Waiting for Sully to finally unleash. Instead...Laughter surprises the room. Finally, a little space to breathe. FADE TO WHITE.:

CONTINUED: The real-life SURVIVORS... They were strangers when they boarded the flight. Now they are family forever. Jeff Skiles enters. An eruption of APPLAUSE, as Sully \* enters and signals for... \* Jeff and Donna and Sheila and Doreen to join him. He pulls them in line with him, so that the crew of 1549 are receiving the cheers. As one. FADE OUT.: THIS SCRIPT WAS PREPARED BY WARNER BROS. PICTURES SCRIPT PROCESSING DEPARTMENT

The wreckage of U.S. AIR Flight 1549 on full display. The damage to the fuselage, the missing left engine. It doesn't look like the kind of plane you walk away from alive.

The lobby is filling up with visitors, but not just any tourists. Flight 1549 passengers, one and all.

BRANDON SULLIVAN -LSB- early 30 's -RSB- lies staring up caught in a disarray of sheets until - The PEEP PEEP PEEP of an alarm clock , from deep within a distant apartment . The MUFFLED PAD of FOOTSTEPS crossing overhead - BRANDON listens then gets up , pulls blinds and heads out towards the bathroom - The SOUND of his feet disappearing down a distant corridor . The MURMUR of an answer phone as we hear BRANDON peeing , in a far off bathroom .

BRANDON stands , looking down , watching until - A SUDDEN breeze , the subway train oncoming - BRANDON boards . The doors GLIDE SHUT - BRANDON just visible through the window of the train , walking towards a distant seat .

BRANDON sits , eyes casually tracing over the faces in the crowded train . A HOMELESS MAN sits , further along the car , haggard and grey , and sleeping , the seat empty , either side of him . He looks more like a pile of clothes . BRANDON turns back . The reflection of an PRETTY SUBWAY GIRL caught in the glass opposite .

BRANDON padding naked along a corridor . He flicks on an answer machine in passing -He enters the bathroom .

OK. Me. again. I'm dying. I have cancer. I have one week to live.

The answer machine message drowned by the flushing of the toilet , the shutting of the door and the shower being switched on .

A HOMELESS MAN head lolling , sat alone at the end of a busy car . BRANDON considers , catching the eye of - A PRETTY SUBWAY GIRL seated opposite , the whisper of a smile , grazing her lips . BRANDON 's eyes teasing over - The fall of the PRETTY SUBWAY GIRL 's hair - The dip in her collarbone - Her nail polish with French manicure - BRANDON looks at her . She looks away . BRANDON resumes staring . She looks back through the bodies of commuters . We see their eyes looking at each other . Their seduction continues through the collage of colors and bodies .

BRANDON , sits in a packed meeting room , a pitch just audible , DAVID FISHER , -LSB- early / late 40 's -RSB- BRANDON 's boss , a kind of white noise , and yet -The IT TECHNICIAN just visible wheeling a cart away , with BRANDON 's computer .The scratch of a pencil against paper - BRANDON sits distracted , facing COLLEAGUE # 1 . MARIANNE -LSB- mid/late 20 's -RSB- seated further along the table , steals a look at BRANDON . A glass door opens - The PRETTY ASSISTANT brings in coffee , sliding down a cup in front of BRANDON .BRANDON looks across the hall , distracted by the IT TECHNICIAN who is replacing the computer in his office .

I find you disgusting. I find you inconsolable. I find you invasive.

That is what the cynics used to say. Companies would refuse to look to the future. They'd say ` Can we stop this virus''?

As if it was a negative progression, a descent into hell, moving with stealth amongst those you need to affect, growing more and more with a momentum that is unstoppable.

Now, some inane kid snorting the entire load of his mother's spice cupboard and posts that on You Tube. They would watch as it would become the buzzword amongst high school kids everywhere. Eventually. their cynicism would turn to awe.

Alright, gentlemen, If you'll just please make yourselves at home.

It falls upon me, as your beloved boss, to propose a toast. To Success.

We could talk business, I would rearrange my life. Wow, she's beautiful.

Listen, I do n't want to beat around the bush. I think you're absolutely gorgeous.

I would love that. That would be my pleasure. What are you guys drinking? What do you want?

We just did shots of tequila. Would you guys like a shot of tequila?

Excuse me, hey, bartender. Bartender? Can we get four shots of your finest tequila? Thank you very much.

I can see you're very successful. Yeah, I think part of the secret to my success is, is attention to detail and.

That's Brown. That's. I do n't know how you change the colour of your eyes like that. How do you do that so quickly?

I want you to know, you fucking nailed it. You're the man. Your pitch?

And I would love it if you would dance with me to this son that I wrote for you.

Come on, come on, come on. Let's go on the dance floor. One song.

There you go. Mwah! You're beautiful. Alright, alright, spinning, spinning, spinning. Wooh!

Ok, ok, ok, ok, ok, ok. Hold on, hold on. No, listen. I just got to talk to you one more time, one more time. Listen.

Your eyes, they're beautiful. You know why I did n't get it right the first time? Because it's, it's like a collage. Let me see your hand, let me see your hand.

Look at those eyes, look at those eyes. I know the color of your eyes.

Come on, we can play that game. That's so much fun when you play that game.

A - ha. Right, right. Let's do it again tonight. Some place classier though.

And a little bit later, why do n't you come by for a drink with us? Hmm?

I think you were fantastic and you look great in the dress, too. Please sit down.

He was crying. He was crying. THere were tears coming down his face. I saw it. You made a grown - man cry.

That's a great idea. Why do n't you get a round for the table, buddy?

OK, I'm really sorry about that, I. He's had a rough day at work. I think he's a bit emotional right now.

So wait, wait, wait a minute. How do you get along in Los Angeles?

Alright, we've got a problem. your sister can not be taking the bus anywhere. OK. I know a guy who owns a car rental company. We're gon na get you a car, we're going to drive around in circles in a parking lot and you are going to learn how to drive.

We're going to get you a golf cart. We're gon na get you a gold cart and you will drive the golf cart around.

You know, they should They should. It would be a lot cleaner and greener. It would be great for the city. Brandon, what do you think?

I love your, brother. What an amazing man. How long are you here for?

Is that too forward? I just. I find you fascinating, I really do. I think you're a fascinating creature, I'd love to see you again.

Listen, why do n't we. this is a celebration, let's have champagne.

Er, listen, we said an hour French and then Isobel's gon na pick you up because Mommy's picking up Nathan. Alright? You can go after.

Well, go downstairs and tell her that Daddy said it's okay for you to go to Jason's

Good. Good. You're stinging that company health care plan, I hope, right?

Your hard drive is filthy, all right. We got your computer back. I mean, it is, it is, dirty. I'm talking like hoes, sluts, anal, double anal, penetration, inter racial facial, man. Cream pie. I do n't even know what that is.

Yeah, someone's fucking with your account, man.And we're blowing our wad in cash, you know? It takes a really really sick fuck to spend all day on that shit.

OK. That's great. See? Best of both worlds. You got everything you want.

BRANDON to the front door and opens it to reveal an ATTRACTIVE WOMAN -LRB- ALEXA -RRB-BRANDON steps aside to let the ATTRACTIVE WOMAN in . She walks into the apartment as he closes the door .BRANDON picks up money from the table and give it to ALEXA . She counts it and nods to BRANDON .ALEXA puts the money in her bag .BRANDON gestures to his room . ALEXA turns and walks away . BRANDON follows .

I walk in and it's not there? And I get some kind of replacement?

Erm, well, yeah erm. The Pinot. Was it the Pinot Noir, you said?

Well, yeah. I mean, I just do n't understand why people would want to get married. Especially nowadays, I mean, it's. You know. I do n't see the point.

No, no, no, no. I'm not. I'm not saying it like that. I mean, I just mean, you know. One person for the rest of your life? I mean, it's. I mean, you know, you come to restaurants, you see couples sitting together and they do n't even speak to one another. They do n't have anything to say, they do n't have anything.

Yeah, from the Neanderthals. There's only a few of us left since the homo sapiens took over.

Where I would sit on his feet and he'd fly me through the air. I hit my head on the ceiling and I blacked out.

If you had a choice to live in the past or future and you could be anything you wanted, what would you be?

You left a message did n't you? You ca n't help yourself. It's disgusting.

Why am I so fucking angry? That's my boss! You sleep with him after twenty minutes and now you're calling him up? What's the matter with you? You know he's got a family, right? You know he's got a family?

Look, just forget it. This is n't working out. Obviously. You need to find somewhere else to live.

No. You trap me. You force me into a corner and you trap me. `` I've got nowhere else to go.'' I mean, what sort of fucking shit is that?

I did n't give birth to you! I did n't bring you into this world.

How are you helping me? Huh? Look at me. How are you helping me? You come in here, and you're a weight on me. Do you understand me? You're a burden. You're just fucking dragging me down. You ca n't even clean up after yourself. Stop playing the victim.

Why is it always so dramatic with you? Everything is always the end of the world.

I do n't want to talk. Try not talking. Try just listening or thinking for a change.

Well, at least I'm responsible for it. At least I do n't depend on people all the time. You know, you're a dependency, you're a parasite.

You slept with that fucking pervert boss. So what does that make you?

What? Are you with someone? Does he go down on you? I do. That's what I like to do.

I like the way it feels. I like the way it's just me and it. I wan na taste you. I like to slip my tongue inside you -

I was just telling your pretty girlfriend here, that I'd like to fuck her in that tight pussy of hers.

After I fuck her hard up the ass, I put my balls in her mouth while I come on her face.

A tidy bedroom - BRANDON lies on the bed watching , waiting . ALEXA starts to take her top off .ALEXA continues slowly , tosses it aside , and continues taking off her bra and panties . Finally putting her earrings on the bedside table . BRANDON reaches up to pull her onto the bed .

The SOUND of BRANDON getting up - The SOUND of blinds being raised - CLOSE UP of a discarded earring on the carpet . BRANDON padding naked along a corridor . The SHARP TONE of the answer machine flicked on in passing - Audible from the corridor -We hear BRANDON turn on the shower .BRANDON walks towards the kitchen and we hear him pour a glass of water .BRANDON crosses the hall and enters the toilet .BRANDON turns on the light , puts down his glass and urinates .BRANDON finishes , flushes toilet , steps off screenDEAD TONE The CALLER hangs up BRANDON re - appears and closes the bathroom door

BRANDON in the shower , a sense of movement , his hand , barely visible , moving back and forth . The fall of the shower - BRANDON stands , letting the water wash over him .

BRANDON sits , looking over at the PRETTY SUBWAY GIRL sitting opposite - The train moves on , after a while stopping at another platform . PEOPLE get on , PEOPLE get off . BRANDON 's eyes travel down over the PRETTY SUBWAY GIRL 's legs and up - She opens them a little , the dip of her skirt , sinking deep between her thighs - She looks up , senses BRANDON watching . She lets her fingers fall in her lap . BRANDON shifts a little in his seat to get a better look through the crowd . Suddenly she stands and makes her way to the train door . Hand reaching out and clenching a metal pole for stability , revealing a wedding ring . BRANDON 's hand reaches for the pole too , touching her as he stands behind her . There is a gentle unison contact . BRANDON 's breath , heavy on her neck . Both are frozen to the spot , caught in a mutual moment .

The train door bolts open and the PRETTY SUBWAY GIRL disembarks . BRANDON is blocked by a MALE PASSENGER as he gets out in quick pursuit of the PRETTY SUBWAY GIRL . BRANDON is several paces behind now , pursues . She turns left into a stairwell . It 's almost like fighting a downward river . People are walking into his path as he struggles to keep pace with the PRETTY SUBWAY GIRL . The tail of her coat vanishes at the top of the stairs . A moment later , BRANDON reaches the summit , to be greeted by a wrought - iron gate . He looks left at one staircase . People ascend . He looks right at another staircase . Other passengers ascend . People come in and out of the turnstiles on the right - hand side . He has lost her . A sudden moment of disappointment crosses his face . He descends the staircase , dejected .

BRANDON walks into his office and to his desk , stops in his tracks , heart thumping - A bare space where BRANDON 's computer once was and next to it a replacement computer . A pink fluffy gonk or the like stuck to the screen .

BRANDON walks into a toilet cubicle , shuts and locks the door . He cleans the seat with toilet paper , flushes , stands , and starts to masturbate .

A TAP on the door - BRANDON enters DAVID 's office , DAVID is lost in paperwork , looking up from his desk .BRANDON nods , swigs a Red Bull in his hands -BRANDON exits .

BRANDON is walking with shopping bags . He slows by the revolving doors , spots a mother with buggy about to come out of the other door and hurries over to open the door for her . WOMAN comes out nodding her thanks .

BRANDON looks through his vast record collection and carefully puts a disk on the record player .

The chink of beer bottles , banging up against one another as BRANDON opens the fridge door - BRANDON peers in , considering the left over take out resting on the shelf . He takes it out , flipping open a bottle of beer in a familiar move and banging the door shut with his back . A flyer for an fancy take out flaps under a magnet on the fridge door .

A comfortable apartment - BRANDON spoons Chinese take out into his mouth , sliding down in front a laptop resting on his desk . Music continues to surround the apartment . The bright serenade of his laptop opening , BRANDON resumes , fingers absently tapping the keyboard - A distant whir of a car alarm , far off .

BRANDON , in the dark , watching pornography on his laptop - BRANDON 's cell phone rings . He ignores it . And then steady monotonous ring of a telephone close by , BRANDON barely wavers as it clicks onto answer machine - The HEAVY DEAD TONE of the answer machine as the caller 's message kicks in -BRANDON smiles -BRANDON switches off the answer machine . Sighs , and returns to his laptop .

A beautiful day - BRANDON 's face now fresh , passing - A CUTE NEIGHBOR heading into the building , lost in conversation on her cellphone -BRANDON juggling cellphone , keys and satchel , heading off to work , watching the sway of her ass .

BRANDON , seemingly in a trance , looking out across the office , eyes fixed on MARIANNE in her glass cubicle , unaware of BRANDON staring . STEVEN 's reflection in the window , we see him screw up a piece of paper and throw it at BRANDON . BRANDON shakes his head .BRANDON once again looks up toward MARIANNE .

MARIANNE on the phone . DAVID now appears in front of BRANDON . From afar , nods to him , and greets a group of CLIENTS .

Just visible , in the conference room - BRANDON inside with the CLIENTS and DAVID . A sense of camaraderie . The meeting at an end . DAVID , slapping BRANDON on the back , the sense of celebration .

The thump of music - BRANDON , DAVID and OTHERS wedged in a leather booth , several shots and beer down , the table littered with beers . Cheers . Male camaraderie .ALL chink glassesALL Look off - screen at the women .BRANDON fist bumps with DAVIDBRANDON starts to stand .

DAVID walks up to the bar behind the women .DAVID shakes hands with ELIZABETHDAVID shakes hands with LOREN and RACHELELIZABETH sips her drink .ELIZABETH closes her eyesELIZABETH turns to DAVIDThe SUITED WOMAN closes her eyes , the flutter of her lashes oddly fragile , in waiting until -They spring open to reveal brown eyes - DAVID hesitates , throws his arms up , resigned .BRANDON slides down next to DAVID , back from the washroom .DAVID puts an arm around BRANDON .ELIZABETH closes her eyes .The SUITED WOMAN flicks open her eyes , smiles .DAVID turns to BRANDONELIZABETH passes BRANDON a shot .ELIZABETH raises her glass .The others all raise their glassesALL down their shotsDAVID mimics karate movesDAVID holds out his hand to ELIZABETHDAVID takes ELIZABETH 's hand .DAVID tugs her arm playfullyDAVID pulls ELIZABETH onto the dance floor .BRANDON turns to watch them on the dance floor .

I'm grabbing her purse ` cos she's gon na get robbed and roofied.

The pulsing thump of music , the latest cutting edge sounds - DAVID pulls ELIZABETH into dancing , at first playful and funny . DAVID is insistent , pulling her closer , drawing her into a frenzied awkward dance . BRANDON looking on , the SUITED WOMAN 's eyes grazing his , lingering on BRANDON as DAVID stumbles .BRANDON watches the duo dancingRACHEL and LOREN walk off to the dance floorELIZABETH and DAVID are amongst the dancers on the floor . DAVID is performing enthusiastically . ELIZABETH , slow , glances at BRANDON . We see BRANDON through the dancers , watching .

DAVID struggling to push his arm through the twisted sleeve of his jacket , pursuing ELIZABETH and her friends up the street .BRANDON comes out of the club , doing up his coat . Looks away at DAVID haranguing the trio .DAVID smiles , gently coaxing her in the opposite direction - BRANDON hails a cab . DAVID continues haranguing ELIZABETHA cab pulls up .BRANDON opens the cab door and waits with the taxi . DAVID walks towards BRANDON .DAVID concedes throwing his arms up , jacket half on . DAVID paws BRANDON affectionately , straightens BRANDON 's jacket , gives him a kiss and stumbles into the cab .The cab pulls away .

A car glides close to the kerb - BRANDON head down walking -BRANDON smiles -BRANDON gets into the car .

The incessant drone of cars , steady overhead - Vast concrete supports edging the highway - BRANDON presses ELIZABETH flat again the grit of the wall Caught in the scissored half light , they move , with glorious abandon - The slice of passing headlights casting fractured light across their writhing state until - ELIZABETH gasps , her body shuddering , leaning into his as they climax together , sweat beading skin .

BRANDON walking along the corridor - He reaches for his keys , suddenly hesitating on - The thump of music coming from his apartment - BRANDON tentatively turns his key and pushes the door open -

BRANDON enters . He looks around , nothing - The turn of vinyl on the record player - I Feel Love by Donna Summer steadily rotating - BRANDON makes his way back to the corridor and notices a light on in the bathroom from the slit under the door . He opens up an adjacent cupboard and fishes out a baseball bat , and heads toward the bathroom .

BRANDON steadily approaches the bathroom door , considers - He shoves it open , hard , baseball bat at the ready -

BRANDON running , shrieking like a banshee , blinding waving the baseball bat , slicing air -SISSY SULLIVAN -LSB- mid/late 20 's -RSB- leaps out of the bath , naked , screaming and dripping wet -SISSY holds her hurt elbowBRANDON stands , shaking staring at his naked startled sister -BRANDON goes for a towel , shoving it towards her , embarrassed . SISSY dries her face .SISSY sighs .SISSY laughs . BRANDON relaxes . She tousles her hair .BRANDON shakes his head , at a loss .SISSY throws the towel and BRANDONBRANDON throws the towel back at her .BRANDON turns to leave the roomBRANDON closes the door to the bathroom .

Mmmm. What is this shit you put on your hair? Honestly, it's awful.

I want you. I do n't want anyone else. There is no one else. I love you. I'll do anything.

I'll do anything. Please do n't say that. Please do n't say that.

I do n't have to go out. I do n't have to go out. I do n't even fucking want to go out. I can stay with you. I do n't care. I do n't care. I do n't need anybody else. I love you. I love you. I love you so much.

` Yeah I will', like, ` yeah I will' like last time? Please come.

Start spreading the news. I'm leaving today. I want to be a part of it. New York. New York.

I want to wake up in a city that does n't sleep. And find I'm king of the hill, top of the heap.

I'll make it anywhere. It's up to you. New york, New york. New York, New York -

I want to wake up in a city, that never sleeps. And find I'm a number one -

And if I can make it there, I'm gon na make it anywhere It's up to you -

You're cursing me. I need to take this off. I'm hot. I need to take it off. I'm hot.

Oh, you wan na fight? You wan na fight? You wan na fight? You wan na fight?

I'm sorry. I'm sorry. I fucked up. I'm not perfect. But I'm. trying.

This is n't about him. I make you angry all the time and I do n't know why.

You're my brother, I'm your sisterm. We're family. We're meant to look after each other.

I'm not playing the fucking victim. If I left now, I'd never hear from you again.

Do n't you think that's sad? Do n't you think that's sad? You're my brother.

Yeah, ` cos that's working great for you. You're completely fine.

Oh, whopee - fucking - shit. You have your own apartment, that's amazing. Your job and an apartment, I should be in awe of you.

You do n't have anybody. You do n't have anybody. You have me and your fucking pervert boss.

Great. And then you'll just come back and we'll just have this same fucking conversation again.

We follow BRANDON as he walks through to the living room to the record player I Feel Love stuck in eternal groove . He gently lifts the needle off the record . He uses the baseball bat to pick up SISSY 's scarf . He sniffs it . Silence - BRANDON stands considers -

Later - BRANDON is watching pornography on his laptop , hears SISSY on the telephone . He listens .PausePauseBRANDON moves the laptop and starts to get up .

BRANDON is listening at the door .BRANDON closes his eyes , resigned .

BRANDON sliding whisked eggs into a pan of sizzling butter - SISSY enters and sits on the kitchen counter , wearing a long - sleeved white t - shirt and holding the earring left by the Pretty Woman -LSB- prostitute -RSB- . Dangling it in front of BRANDON -Hiding his surprise , BRANDON gets some juice out of the fridge , passes it to SISSY .BRANDON gives SISSY a carton of juice . Still sitting on the counter , SISSY grabs it with both hands , almost like a child 's bottle and starts drinking .BRANDON , irritated , says abruptly -BRANDON steps away , takes a glass from a cupboard and shoves it towards her .SISSY pours the juice into the glass and drinks . BRANDON steps back to the cooker , preparing food .BRANDON does n't react .BRANDON nods in the direction of the table .She leaps off the counter and makes her way to the table . She slaps BRANDON 's behind . BRANDON 's face is one of despair and irritation .SISSY slams her glass on an O/S table and throws the earring away .BRANDON walks towards her with a pan of food .BRANDON serves the food .BRANDON hesitates -BRANDON ignores her question and walks away to the kitchen .SISSY Stands and walks away , following BRANDON .SISSY wraps her arms around BRANDON from behind .BRANDON pushes her arms off , turns and walks to the fridge with the juice .SISSY leaps on his back smothering him with flat lipped kisses all over his head until -BRANDON pushes her down as she gives him a big kiss .SISSY , happy , walks back to sit down at the table .SISSY sprinkles salt on her breakfast . She smile , playful , resumes eating -The door slams . SISSY sighs and stares towards the front door , a sadness hanging -

SISSY stands , toes edging over the platform . BRANDON pulls her back .SISSY stares at BRANDON . Instinctively , BRANDON feels her gaze . He turns and looks . They hold each other 's eyes for more than a beat . BRANDON turns away . SISSY begins picking pieces of fluff off BRANDON 's shoulder . BRANDON , visually irritated . SISSY goes again .A quick moment passes . BRANDON picks the fluff off his shoulder and puts it on SISSY 's shoulder - to her amusement .BRANDON nods at SISSY 's hat .Sissy smiles -BRANDON takes off her hat .SISSY takes the hat and puts it on BRANDON .BRANDON adjusts the hat .SISSY gently bumps his shoulder with hers .SISSY stamps her feet excitedly .SISSY leans her head on BRANDON 's shoulder and he puts his arm around her .

BRANDON hurries into the office area , unbuckling his coat as he does so . DAVID , phone pressed to his ear , mid way through a conference call clocks him , throws some lewd gesture . BRANDON smiles , throws up his hands , he 's late . What can you do .BRANDON continues into his office .BRANDON puts down his coffee , and takes off his scarf .BRANDON puts his scarf in the closet and takes off his coat .BRANDON hangs up his coat .BRANDON laughs as he sits down at his desk .BRANDON sips his coffee .

BRANDON stands , in the coffee area making himself a generic filter coffee . MARIANNE is seated in her glass office in the background at her desk . DAVID approaches , slapping BRANDON on the ass .BRANDON pours coffee , glancing at DAVID behind him .DAVID looks at him , shakes his head in a knowing fashion .BRANDON watches DAVID walk into his office , shutting his door behind him .

He turns right abruptly , pass the coffee area , and then right again . A COLLEAGUE is coming out of a door . He holds it open for BRANDON as he walks in . The door slowly closes , exposing the MEN 'S sign for the bathroom .

BRANDON and DAVID , not knowing what is to await them , walk towards the doors of the beautiful setting of THE BOOM BOOM ROOM .BRANDON and DAVID take off their scarves and coats .BRANDON and DAVID give their coats to FEMALE STAFF MEMBER .DAVID glances back at BRANDONDAVID and BRANDON walk on towards the bar .

BRANDON and DAVID enter a beautiful bar . A spectacular 180 degree view of Manhattan . The room has the most elegant decor . It is to die for : Metropolis meets Blade Runner , a glittering New York skyline to the North of the room , the grey endless black of the Hudson River to the South . It surpasses DAVID 's idea of classy . The murmur of conversation - The shake of cocktails mixed -BRANDON and DAVID follow the HOSTESS to take a seat at a far table .A stunning leggy COCKTAIL WAITRESS walks up to the table , dressed in silky 1930 's cigarette girl costume .BRANDON looks down and chuckles to himself .The COCKTAIL WAITRESS smiles , moving on , she 's heard it all before . DAVID smiles , clocks BRANDON 's look .BRANDON shakes his head and looks down .DAVID and BRANDON look around the room DAVID and BRANDON are fortunate to be here . The clink of glasses , the noise of laughter waft through the room . Across the room , a familiar face . Her wavering a little at first on seeing BRANDON across the room . Their eyes lock . She smiles , with quiet surprise - BRANDON looks away , ignoring SISSY 's gaze , not wanting to look at her . SISSY plays on , inwardly crestfallen , her fingers working across the piano keys . DAVID leans back , eyes grazing over SISSY , a kind of white noise to SISSY 's beautiful music - The seeping first bars of ` New York New York ' filtering through -It 's a familiar song but in SISSY 's hands , every word punctures like an emotional fireburst - SISSY 's voice is oddly haunting underscoring the bubble of conversation ,SISSY 's eyes dart back to BRANDON , seemingly lost in his conversation , but competing now with SISSY and her song -Suddenly SISSY 's fingers drop from the piano , her whole body curving into the microphone offering a blues vocal acoustic , slowly but quietly captivating -Even DAVID 's listening now -SISSY 's up moving now , she is completely lost in the song and the room is coming with her - BRANDON concedes , looking back at SISSY , now holding the room .A kind of hushed still has descended -SISSY comes closer , walking between the tables , flirting and laughing and drawing the audience in until they are in the palm of her hand .SISSY grazes past BRANDON 's table , eyes catching on BRANDON , singing for him now -BRANDON drinks , not looking at SISSY . She closes her eyes , tears stinging , reeling back into herself -SISSY draws out the note , bringing the song momentarily to a silence - SISSY 's misty eyes open as BRANDON at last looks at her , the moment oddly fragile between them , brutal and yet tender . Even DAVID sensing something until -SISSY turns , makes her way back to the piano , enjoying it now -Fingers touching the keys once more , masterfully picking up and improvising with the last few bars -SISSY leans back . She is on fire now , singing with every fibre of her heart and soul , like no other rendition heard .SISSY holds BRANDON with a voice , a sudden flickering emotion threatening to topple her , somehow in SISSY 's hands this song is heartbreaking .SISSY strikes one last note , lost deep within herself - HUSHED SILENCE -Sudden APPLAUSE , CHEERS , OVERWHELMING - DAVID turns to BRANDONBRANDON looks away , eyes filling with tears . BRANDON puts down his drink , blotting his coaster with the imprint of the deep red rim of his glass - He 's the only one not applauding .

SISSY is being congratulated by a HIP MEDIA TYPE and his WIFE . The scene is one of congratulations , SISSY is admired . SISSY confident approaches DAVID and BRANDON . She is bold and self - aware .DAVID finishes his martini .Brandon exits .BRANDON reappears .BRANDON sits behind them .DAVID takes SISSY 's hand . BRANDON notices , looking uncomfortable .One of Sissy 's sleeves rolls down to her elbow , as she casually puts her hand under her chin , charmingly tilting her head - revealing a cross stitch of scars , the trail of self harm laced up her arm . DAVID noticies .SISSY takes her hand back .SISSY sips her drink .DAVID looks at BRANDON . BRANDON looks like he would rather be anywhere than where he is now .Sissy laughs .BRANDON looks unenthusiastic

BRANDON wedged in the back of the cab , with DAVID and SISSY as they are lost eating one another 's faces . Looking uncomfortable , BRANDON frequently takes glimpses in the rear view mirror . DAVID and SISSY continue making out . It 's almost animal .

A dimly lit street - A cab is pulling up . DAVID opens the door .DAVID is wearing SISSY 's hat .Finally SISSY steps out of the cab , DAVID lifts her over his shoulder .SISSY starts to enter thru the revolving door . DAVID followsBRANDON is left alone to pay the driver .

BRANDON waits in the lobby , pressing the button for the elevator . An elevator arrives . He ignores it and sits down .

Darkness - BRANDON enter his apartment door . He hears giggling from his bedroom .BRANDON walks to his kitchen . HE hits the kitchen cabinet in frustration . He walks into the living area and paces . BRANDON considers , looking out through the window , he sits on the ledge , wringing his hands .MORE GIGGLING , hushed now , more breathless -BRANDON takes off his shoes and starts to undress . We hear SISSY and DAVID making love .BRANDON does n't want to hear . BRANDON stands back against a wall , as if transfixed , as if he can not take any more . His breathing is irregular . Something of the past has come to the present . All of his distractions have now stopped , and he is at once confronted with himself . His face bears the pain of something long passed , but visually present . This wound has not healed . Jolting himself out of his trance , BRANDON hurriedly heads out into the corridor -

BRANDON pulls running gear from the hallway closet an exits , leaving the RISING BREATH of DAVID and SISSY LOST IN FURTIVE SEXUAL INTERCOURSE DRIFTING ALONG THE CORRIDOR , JUST AUDIBLE , QUIETLY PROVOKING AS IT UNDERSCORES .

A dimly lit street - BRANDON just visible in his apartment block steady on the approach . He is dressed in running gear . Pushing the glass doors open , BRANDON hesitates and presses a button on the iPod Nano on his arm . He stretches , zips his top , pulling his hood up . BRANDON slips his earphones on , moving off .

BRANDON running past illuminated windows and neon lights . The city is alive . BRANDON stays focused , running , music pumping in his head .

Later BRANDON enters his apartment checking for noises . The sound of movement in the bathroom . He pushes open his bedroom door . It 's like a murder scene . Pale blue sheets in disarray , the mattress nearly coming off the bed , sheets soaked with sweat and the smell of sex . A lone condom disregarded on the floor . We see his bedside drawer ajar . He walks into his bedroom and pushes the drawer shut .

Later - BRANDON lies on his bed , with clean white sheets , sidelight on . SISSY enters . BRANDON opens his eyes , inwardly flinches . SISSY gets into the bed , covering herself with the white sheet . Snuggles up to BRANDONSISSY inhales through her teeth .Uncomfortable SILENCE -SISSY does n't move .All this time , BRANDON has not looked at SISSY , staring up to the blank ceiling . He SCREAMS at the top of his lungs -SISSY gets up , deliberate , as if rising from the dead , and slowly walks around the bed . SISSY SLAMS the bedroom door on her exit .

Midday - The office is in full flow - BRANDON crosses it , clearly worse for wear . A TECHNICIAN wheels a computer out of BRANDON 's office .BRANDON heads towards his desk , stopping on seeing -STEVEN exits again . BRANDON observes , his computer is back at his desk .

BRANDON puts his head around the -DAVID 's SON exits the computer screen . David looks up at BRANDON .BRANDON turns to leave .BRANDON turns back .DAVID finally looks up , holds BRANDON 's gaze , with discreet challenge until -DAVID nods , resumes working -BRANDON nods , makes to go . From beyond -BRANDON exits .BRANDON takes this opportunity to leave .DAVID looks up , watches BRANDON heading back to his desk , quietly considering . A child 's painting stuck to the wall behind DAVID .

She said I can go to Jason's for half an hour but I have to be home by five for dinner.

BRANDON , lost in familiar routine , pours sugar into his coffee -BRANDON looks up , MARIANNE loiters -MARIANNE is still standing , waiting . They look at each other . Eventually she turns and walks out .

I was n't married long. Gave it a shot. It did n't really work out.

Well, then, you know, why are we here, if we do n't matter to one another?

Sixties is tough though. I saw GIM ME SHELTER recently, you know the Rolling Stones documentary?

BRANDON stands at the end of a long pier , looking out toward the Hudson River , the LAP of murky water , audible . He hovers for a moment , and considers , then slowly makes his way back to the main road . The glittering lights of Jersey stretching wide beyond .

Above , the tall , endless glass of The Standard Hotel , scored with a honeycomb of windows , randomly illuminated like tiny still lives . BRANDON comes to a corner , lights a cigarette and leans . Above him , engraved in stone is `` 1949 . '' He looks up toward the tall building , which appears like a Stasi East Berlin building . Stark and authoritative . A KID slaps his palms against the glass of a fourth floor window , a FILIPINO NANNY ushers him away . A WOMAN , early 30s , phone to her ear , dressed in black jeans and t - shirt , paces along the window . Catching sight of BRANDON , she PULLS the curtain along the length of the glass . A MAN stares blankly out , clearly fresh in on a flight and jet lagged , enjoying the view two floors up . A FEMALE CLEANER just visible lost in the monotony of cleaning , makes large brush strokes with a large pink fluffy duster . And then BRANDON sees her - A MIDDLE AGED WOMAN stands , naked her body pressed against the floor to ceiling glass , high up , overlooking the Hudson River . The steady back and forth of the MIDDLE AGED MAN behind her gradually reveals both are lost in a stand up fuck . BRANDON hesitates , quiet fascination flickering across his face as for a brief flickering moment BRANDON 's eyes lock with the MIDDLE AGED WOMAN 's dead gaze , standing high above - A CAR HORN LOUD UNREMITTING - BRANDON turns , his hypnotism broken . It 's as if he comes back to himself .

A distant restaurant illuminating a dimly lit street - MARIANNE waiting inside the bar , seated , with a drink , clearly there for some time . Her eyes checking the room , with quiet concern . BRANDON stands watching from a distance - BRANDON makes to cross , hovering on the edge of the gutter until -

BRANDON enters the restaurant .BRANDON sits down at the table where MARIANNE is already seated .A WAITER enters .WAITER places the wine list in front of BRANDON and hands out menus .MARIANNE smiles , eyes darting to BRANDON , playful . The WAITER oblivious , clearly on a roll .BRANDON nods , -LRB- CLEARS THROAT -RRB- -BRANDON pulls out a wine menu hidden under his bread plate .The WAITER hovers , points to a red on the menu -The GLIDE of a napkin across BRANDON 's lap , the WAITER a constant presence , on the edge of irritating .The WAITER smiles , at last moves off - They sit looking at their menus . BRANDON steals a moment , eyes tracing over - MARIANNE 's fingers playing with the edge of her menu - The flutter of her lashes - Nipples ghosting her dress . An ring indent around her wedding finger , the shrink of skin .The WAITER enters again , with water .WAITER pours water for MARIANNEBRANDON stares at MARIANNEMARIANNE smiles , holds his look .BRANDON shrugs -MARIANNE shrugs , smiles - BRANDON laughs - The WAITER returns -The WAITER pauses , expectantly .The WAITER scrawls it down on a pad , barely looking up .MARIANNE shrugs , closes her menu .The WAITER waits - BRANDON looks at MARIANNE , they giggle .The WAITER takes the menus . MARIANNE stares at BRANDON .The WAITER exits .The dip of skin , soft under her chin , a finger grazing over it , nervously .The WAITER returns .BRANDON hesitates , on the edge but -BRANDON scours the wine menu at a loss - BRANDON looks to MARIANNE , she shrugs -The WAITER nods , at last moves off -MARIANNE considers , lips grazing the rim of the glass .MARIANNE nods , does n't look amused -The WAITER approaches , a bottle of wine in hand .The WAITER uncorks the wine .He pours a little into BRANDON 's glass .BRANDON gestures for the WAITER to pour .WAITER fills BRANDON 's glass .WAITER finishes pouring BRANDON 's wine and starts filling MARIANNE 's .The WAITER slides the bottle down , moving off -

Erm. The soup of the day is tomato with basil oil and Parmesan crostini. The special is marinated swordfish, tabbouleh and Moroccan Chermoula. It's really good. Er, we're also serving a DeBragga and Spitler New York Strip with a side order of fries and the salad is snow pea and radish with a cider vinaigrette. Can I start you off with a sparkling water?

A dirty grey street , brightened by the glow of BRANDON and MARIANNE seated inside the restaurant .

LATER - BRANDON and MARIANNE stand heady from the wine and a little awkward in the freezing cold - They walk - BRANDON sneaks a side glance , MARIANNE smiles . It 's freezing . They 're breath and bodies steaming as they walk .BRANDON bows , pointing to the back of his head .MARIANNE turns to touch BRANDON 's head . As she does so , he GROWLS at her , like a little dog .MARIANNE shrieks . They BOTH laugh .She pushes him playfully .There 's a massive knot on the back of his head .They both laugh . Marianne laughs hysterically . BRANDON laughs along .Still walking along , BRANDON thinks for a moment . BRANDON turns and stares at MARIANNE , holding his gaze . MARIANNE blushes . There 's a silence as they walk on . They get to a subway entrance .BRANDON nods , hovers by the subway , awkward and yet -They stand heady from the wine and a little awkward .SILENCE They loiter on the edge of something more .SILENCE BRANDON hovers , momentarily fragile , the sting of uncertainty . MARIANNE descends into the depths of the subway , with a half wave .

The CLICK of the door - BRANDON enters . The sound of the record player , which had finished hours ago , rotates empty on the turntable . Pulling off his jacket -SILENCE - BRANDON puts the needle back in it 's dock . HE hangs up his jacket , takes his bag , heads towards the living room . He spies all SISSY 's crap spilling out across the floor - He sighs . Heads to the kitchen and gets a can out of the fridge .

The lock of the front door rotates . Someone is entering the apartment . Darkness - SISSY bursts through the door , in a hurry . After a moment the bathroom door opens , cutting a slit of light into the darkness . From the blackness we see BRANDON framed , masturbating in front of the bathroom sink . SISSY , shocked , stands with her hand still on the door handle , transfixed by a naked BRANDON . As BRANDON instinctively turns , SISSY runs from view . SISSY slams the door shut .BRANDON looks at himself in the mirror , full of shame and bewilderment and deep embarrassment . Slowly but surely these expressions turn into rage . He hits the wall in frustration .

BRANDON opens the bathroom door , with towel tied around his waist , looking for SISSY .BRANDON leans over SISSY , pushes her down onto the sofa .BRANDON climbs onto SISSY , straddling her .BRANDON 's towel falls down as he forcefully pins her down .BRANDON shakes SISSY by the shoulders . She reacts , upset now .BRANDON stands and exits . SISSY shouting after him .

BRANDON locks the bathroom door . He exhales , letting the moment slowly pass until -BRANDON lowers himself onto the floow , desperately struggling with his emotions - He closes his eyes , eyelashes fragile and flickering until - BRANDON opens them , reaches a hand out , almost mechanically , turns up the shower , the room now swirling in steam , trying to drown SISSY 's voice out .BRANDON closes his eyes , tears pricking -

SISSY walking back from kitchen , resigned - BRANDON 's laptop on and open on his desk . SISSY approaches it , sinking down in front of the illuminated laptop . She absently taps the mouse , dragging open a series of held windows , the shifting lights of the screen cast across her face , revealing - Slowly SISSY 's face changes , a blurred smorgasbord of porn sites , graphic and obscene , their colors reflecting across her face and body . An escalating collage of graphic images , obscene sexual messages and a provocative sexual conversation hanging mid sentence addressed to a live sex chatroom . The images haunting , brutal , from the weird to the sadomasochistic . The open windows , an endless stacking of obscene chatroom conversation , emails posted with graphic sexual photos and live webcam images of every combination of fucking disappearing into the screen in infinite form . SISSY is taken aback and strangely intrigued - Suddenly a voice from the screen , images briefly glimpsed , a woman legs splayed -SISSY looks closer , mildly appalled .BRANDON picks up the laptop and heads towards his bedroom . SISSY takes her coat and leaves the apartment .

Hey, where's Brandon? Are you Brandon's girlfriend? Do you want to play?

Do you wan na play with my tits? I know Brandon would really like it. And I know exactly what Brandon likes.

LATER - The thump of music - BRANDON sitting on the edge of his bed , the pumping music from a stereo in the apartment seemingly getting louder , hands grasping his hair . Then suddenly he enters the whole contents of his bedside drawer into a black garbage bag . Then , BRANDON moving like a dervish through the apartment , a black garbage bag in his hand , dumping pieces of paper , post it notes and business cards with hastily written cellphone numbers on the back . BRANDON moves on , picking up anything he can find . An old jacket , elbows worn . A handful of old t - shirts . He moves off down the corridor with growing frenzy , grabbing more crap along the way , one of SISSY 's dirty thongs on the floor . He picks it up , moving on .

An open fridge - BRANDON tipping bowls of old food and long past it sell by date mush into the bag . Cans of Red Bull , crappy cereals , jam with mould on top , an old joint , magazines all get dumped on route . BRANDON heads out , picking up more detritus along the way , old pens , an old cellphone , a pair of defunked headphones - A pile of porn mags , in a cupboard , pulled out as he heads down along the corridor .

BRANDON strips the room , pulling out an old pair of sneakers smelling and cracked from under a chair . He peers up , looks around the room almost bare - His laptop resting on his desk . BRANDON stops , considers , initially resistant and then something finally compels him to do it - He picks up the laptop , yanking the plug hard from the wall . Dumping it inside the garbage bag , he moves on picking up an ipod , a gameboy , ipod nano , wires and cables and stuff . Slapping a tangle of wires into the garbage , he drags the heaving bag of crap out into the corridor . The SLAM of the front door -

BRANDON heading down the steps of his apartment , heaving the swelled and dripping bag into a heaving garbage can parked on the sidewalk . A pile of black garbage bags already piled up along the street in waiting for collection . Further down the street a YOUNG COUPLE holds hands , walks by the arrangement of trash bags littering the sidewalk . A SIREN goes past - The DISTANT banter of a GANG OF KIDS . BRANDON heads back up to his apartment , shutting the door firmly .

BRANDON , now the voyeur , looks across the room , into MARIANNE 's office . He studies her , almost like prey . The moment seems to last a lifetime . There is much want in BRANDON 's face , but from this distance seems unobtainable . Suddenly , and without any warning , BRANDON walks into his dream , entering MARIANNE 's office , and pulls her behind a partition , kissing her unapologetically and passionately . She responds , startled , but happy to be taken . She surrenders . They pull away , looking at one another . She smiles , laughing , his spirit infectious , drawing her on .BRANDON leads MARIANNE away .

BRANDON and MARIANNE stepping out of a cab , BRANDON leading MARIANNE , both giggling and tripping .MARIANNE stops . She smiles , quizzically , allowing herself to be guided and yet -

BRANDON snorts two lines of coke in quick succession on top of the white water tank in the toilet . Exiting , we see MARIANNE looking out onto the Hudson from the large hotel window .

BRANDON enters the bedroom , stopping to prepare a drink . Watching MARIANNE at the window .He pours a drink from the mini bar .BRANDON approaches nervously , standing next to her .MARIANNE leans up and kisses BRANDON .MARIANNE takes BRANDON 's hand and leads him to the bed . We see both of them slowly discovering each other through tender touches . MARIANNE caresses BRANDON 's face and kisses both his eyes . BRANDON attempts to do the same to MARIANNE , slowly but surely . This ritual becomes more aroused , clothes start to fall away , revealing for the first time both each other 's flesh . BRANDON rolls up her skirt , laughs at her panites . MARIANNE giggles .The ritual begins to get more passionate , as they feel for each other 's breasts and thighs . At the height of this passionate encounter , BRANDON 's attention strangely , slowly starts to fade . It 's as if the intimacy that he has discovered starts to frighten him . He recoils , unable to continue . Both lie on their backs silently , in frustration , breathing heavily . MARIANNE 's face is one of puzzlement and hurt . She looks at BRANDON for some kind of answer . He gets up . MARIANNE , unsure what to do , sits up and pulls down her skirt , adjusts her hair .

Late afternoon sunlight seeping across the room - BRANDON sits at the edge of the bath looking out onto the view .MARIANNE looks at him , the moment fragile . She does up her bra .Hurt , MARIANNE put on her top , picks up her bag and makes to leaveSILENCE - BRANDON looks back out over the grey of the Hudson River . BRANDON 's face is one of embarrassment and failure . The CLICK of the door , MARIANNE gone . The HUM of the traffic , audible through an ajar window . BRANDON reaches his hand out , catching the breeze , peering down , a man on the edge .

BRANDON banging the life out of HOTEL LOVER , doggy style , tits pressed up against the glass of the window - The DISTANT SCREECH of horns .

The trawl of cars - The grey of the Hudson River - BRANDON and the HOTEL LOVER just visible high above , caught full frontal in the window -

BRANDON close to climax - A cold sweat beading BRANDON 's forehead as he comes , face twisted before the slow seep of release . BRANDON withdraws , laughs . The HOTEL LOVER laughs as well . BRANDON turns , for a moment she is almost beautiful . HOTEL LOVER smiles , already pulling on her underwear . BRANDON watches her , pulling on a tiny thong . She looks up , stares at him . BRANDON looks away , fighting back the cold flutter of shame .HOTEL LOVER hesitates , smile , shakes her head .BRANDON nods . HOTEL LOVER fingers fastening a cheap nylon bra .

BRANDON sits on the bed , now alone , caught in the half light of dusk - The rise and fall of a distant lift .

BRANDON is sitting on the couch , watching a cartoon . SISSY enters the apartment , on her cell phone . BRANDON ignores herSISSY hangs up .SISSY Sits down next to BRANDON on the couch .BRANDON puts him arm around her . She snuggles up to him .Pause . BRANDON removes his arm from around SISSY .BRANDON grips SISSY 's face in his hand .SISSY pulls BRANDON 's hand away .BRANDON makes his way to the closet , taking his coat .BRANDON exits the apartment .

BRANDON 's reflection in the window as the train travels . We see that BRANDON has a nasty cut on his cheek .

Earlier that night - BRANDON sits , drinks alone at the bar - An OLDER GUY paws a GAUNT YOUNG WOMAN plying her with drinks , knocking them back much to his delight . BRANDON watches , catching the eye of a girl -LRB- CARLY -RRB- walking towards the bar , her friends playing pool -CARLY smiles , as she leans against the bar , her breasts spilling out of her T - shirt .CARLY giggles -CARLY looks over at her MUSCULAR BOYFRIEND just visible across the bar talking to a couple of GUYS .CARLY looks at him , sobering and yet - BRANDON 's hand discreetly reaches down , up and under the girl 's skirt , shocking her a little and yet -CARLY leans in closer , her lips blotting the edge of a glass overfilled with beer .CARLY hesitates , the moment hangs dangerous between them . BRANDON sucks his fingers .BRANDON strokes her chin -From behind , CARLY 's MUSCULAR BOYFRIEND approaches , quizzical -CARLY nods , deflects -CARLY gently bars her MUSCULAR BOYFRIEND , trying to diffuse lead him away .BRANDON turns , smiles provocatively , knows what 's coming next .The MUSCULAR BOYFRIEND reacts as BRANDON shoves his fingers under his nose .The MUSCULAR BOYFRIEND shoves BRANDON .BRANDON laughs , sips his drink -

BRANDON is rounding a corner , doing up his jacket . The MUSCULAR BOYFRIEND runs out after him .He spins BRANDON around and punches him . The slip and slide of BRANDON 's shoes , his face smashed against the sidewalk . The MUSCULAR BOYFRIEND comes in hard again , kicking him , sharp in the ribs . BRANDON recoils yet almost seems to want more as he struggles to stand . He spits on BRANDON .

BRANDON walking , aimless and bleeding - The DRONE of taxi 's streaking past - TWO WOMEN seated outside a bar , drinking and smoking , lost in their laughing conversation oblivious - BRANDON walks on - A YOUNG MAN with a satchel roughly brushes past him - The YOUNG MAN wavers on seeing BRANDON is crying , moving on - BRANDON 's face head down wanting to get away . A rush of TEENAGERS and MIDDLE AGED COUPLES spilling out of a cinema - BRANDON walking , disorientated , jaywalking through the traffic . The SCREECH of horns - BRANDON ignores them , he crosses streets , traffic , darting off the sidewalk into the road , when human , dog or stroller gets in his way until -

BRANDON walking past a blur of yellow Neon and glow of shop signs - Across the street , a snaking queue of MEN wait in line outside a club . He keeps walking , eyes scouring - TEENAGERS loiter , in oversized clothes , sunk under caps and hoods .

A lively bar ; a couple of HOT GIRLS entering - BRANDON considers , goes to enter , barred by BOUNCERS , who point him back along the cue - He stands in line - Across the street , a THICK SET GUY eyes him . He stands smoking outside a heaving bar . BRANDON looks away - A GANG OF GIRLS pass , The BOUNCERS let them in with ease . BRANDON reaches for his iPhone , tries to cover his face with his phone to get into the club -BRANDON ties to get in again . The BOUNCER stops him a second time .The THICK SET GUY over the street , flicks out his cigarette , eyes grazing over BRANDON as he re - enters the heaving bar opposite . BRANDON considers , hands sunk deep in his pockets . Through the glass a heaving bar . BRANDON considers , on the edge until - He suddenly crosses the street , narrowly avoiding a taxi streaking past .

Fluorescent light skimming the thick black darkness like a beam on a lighthouse - A heaving dance floor of BUTCH BEARS , SKINNY BOYS , and TWIGS , arms raised , dancing to the pulse of music . The THICK SET GUY , walks away , waiting for BRANDON to follow . BRANDON follows .

Passing through a low hung door , BRANDON moves along a dark labyrinth of corridors , eyes grazing over - Dimly lit crevices , MEN caught briefly in light , lost in fellatio and stand up fucking - BRANDON keeps walking , drawn towards a dark doorway -

An endless darkness , punctured with groans from dark cubicles - BRANDON hesitates , foot slipping on the moist floor . Suddenly a hand reaches out , drawing him into the dark cubicle - The THICK SET GUY presses BRANDON up against the wall , kissing him , tongue searching his mouth , rubbing along its roof , hungry and urgent . BRANDON pulls away , hands gently yet forcefully pushing the THICK SET GUY down on his knees . BRANDON looks beyond - A THIN BOY down on his knees sucking a cock through a hole between walls . BRANDON stands , legs splayed letting the THICK SET GUY take him in his mouth . He is beautiful . The palm of BRANDON 's hand pressed against the side of the cubicle . He stands , fucking the THICK SET GUY in the mouth - The PULSE of music heaving , the club rocking , punctured by groans and grunts of rough sex from deep within . BRANDON throws his head back , gripping the cubicle wall .

The early hours - BRANDON , heading away . He clocks his phone , several messages from SISSY logged . BRANDON listens to his voicemail -BRANDON pockets his phone .

BRANDON stops and knocks on an apartment door . A woman opens and BRANDON steps in .

A threesome . BRANDON has sex with a BLONDE and BRUNETTE . Throughout the images of the threesome , we hear more of SISSY 's Voicemail .BRANDON , at climax , his animalistic grimace turns to pain and anguish .

We're not bad people. We just come from a bad place. Thanks for letting me stay.

The grey snake of a subway coming up from under ground - BRANDON stands on a platform . It 's not the rush hour yet . The RATTLE of the subway pulling in - BRANDON boards the train .

A virtually empty car - BRANDON sits - A COLUMBIAN WOMAN across the car , head lent against the window , half asleep , clearly at the end of a long shift . Above a poster of a sunny shiny family advertising LIFE INSURANCE - BRANDON 's eyes graze over the poster - He stands his reflection mirrored back at him , preparing for his stop - The train SCREECHES to a sudden halt - Wheels SCREECHING along the track - The COLUMBIAN WOMAN wakes - A YOUNG STUDENT plugged headphone on , looks up from reading her book . BRANDON inwardly curses . The train sits in the station . Doors not opening . The silence at last punctured by the SHRILL hum of the intercom -The long low PING of the intercom fading out - They wait . And wait in silence . BRANDON leans his head against the glass , closes his eyes , a hangover kicking in . The other few commuters in the carriage sit awkwardly , wondering why the doors are n't opening in the station . Details of the carriage appear . Half - drunken cup of coffee . An old New York POST . Graffiti on all the car windows . They wait . Suddenly passengers from other carriages are making their way through the carriage that BRANDON 's in , with the CONDUCTOR ushering the passengers to make their way down to the end .Passengers asking , `` What 's going on ? '' BRANDON finally makes his way down with the other passengers to the last carriage . As he steps out , he looks down to his far left and sees a POLICE CAUTION LINE being unraveled , and ENGINEERS and FIREMEN making their way to the far front of the train .

Ladies and Gentlemen, at this time, due to a police investigation, we have to discharge this train. Please follow the conductor to the rear of the train.

A LARGE BLACK WOMAN , face bowed , sits talking to a POLICE OFFICER giving a statement -Several ENGINEERS stand further down the platform surrounding a TRAUMATISED DRIVER -Two PLATFORM ATTENDANTS talk to POLICE OFFICERS .BRANDON makes his way past the wrought - iron gate with other passengers , going up the stairwell .

BRANDON climbs the stairs , filing out of the subway , eyes catching on - A WOMAN 's shoes , like Sissy 's earlier at the Boom Boom Room , discarded . BRANDON picks up his pace . The intermittent WHIR of sirens - BRANDON emerging from the subway , already reaching for his cellphone - Beyond the glow of an ambulance - BRANDON keeps walking , heading off up the road quietly distracted . He taps the keys pressing the cellphone to his ear . The PULSE of a distant phone ringing - The answer machine kicks in -BRANDON flicks it off , slips it back in his pocket . BRANDON picks up his pace . He flicks out his phone again . Tries again -BRANDON is running now , heart beating fast now , breath quickening , a seeping panic threatening to unleash -SUDDENLY he makes a dash for it , weaving through the sidewalk at pace .

His finger repeatedly presses the elevator button as if by doing so will make it arrive quicker .

BRANDON enters into the elevator . The door shuts immediately behind him .

Exiting , BRANDON heads along the faceless corridor , reaching his front door . He is already pulling out his keys and pushing them into the door with growing dread -

The sound of running water from the bathroom . BRANDON stops with relief , leaning his forehead against the bathroom door , letting himself exhale -SILENCE - BRANDON hesitates , a seeping concern pricking his skin -

BRANDON walks into the bathroom , freezing on seeing - SISSY sunk on the floor wedged between the bathroom and the toilet - The pump of blood seeping from her wrists , already pooled across the floor - BRANDON reaches for SISSY gripping her wrists , deep slashes scissoring the veins , the flap of skin , flaying - BRANDON pushes the fat of his thumb on each slash , blood seeping between his fingers - BRANDON looks at her wrist , every time he moves his fingers , he releases the pressure the blood flows . BRANDON grips them tighter , a quiet determination to stop the bleeding - The skid of blood underfoot , BRANDON cradles her in his arms , grappling with his phone , desperately calling 911 . BRANDON desperately holds her , cradled between his legs , his fingers pressing her wrists , temporarily stemming the flow of blood , the phone wedged between shoulder and chin . The slip of SISSY 's wrist through BRANDON 's fingers . He slams down the phone , struggling to hold her in his grasp . She slips again .

BRANDON head bowed . Sitting by Sissy 's bedside - SISSY lies , sleeping , skin white , strapped to a drip . The gentle rise and fall of her breath . BRANDON 's gaze falling on SISSY lying in the hospital bed , her wrists bandaged . BRANDON , eyes falling on the scars covering her arms . He reaches out a hand , on the edge of touching them , letting his fingers hover over them until finally - A FINGER lightly outlines a snaking scar seeping up her arm . She stirs a little but - SISSY 's eyes just opening , focusing on him until -Relief overwhelming BRANDON , he laughs , exhales on the edge . BRANDON turns to stroke SISSY 's hair , rests his head next to hers . She sleeps again .

BRANDON now walking along the side of the river , railings seemingly speeding up his journey . Beyond , the shadowy black figures of a broken jetty stretch out toward the open river .

The endless grey of the Hudson River , close now - BRANDON walking along a concrete jetty - A rusting building , oxidized and stained salt green , edging along the jetty until - BRANDON reaches the edge of the jetty , looking out - The LAP of grey water beneath . BRANDON stands , a hangover kicking in - And at once BRANDON is crying , the tears flowing slow at first until they rush , like floodgates opening . He reaches for breath , trying to stifle the howls emanating from his body , inconsolable now , flooded with emotion - BRANDON sinks squat to the ground , buckled in two , body shuddering . The LAP of the water steady now - BRANDON sobs and sobs and sobs , a mess of snot and tears as he looks out over the wide sweep of the Hudson River . Far off the drone of the freeway , the early evening trawl of traffic kicking in - The froth of the tide back and forth , rising and breaking , back and forth .

BRANDON stands in his familiar spot on the platform , waiting for the train that will take him to work . Wearing a vacant face , the train pulls into the station . BRANDON boards . He takes a seat automatically , as if pre - programmed . The train leaves the platform .

Looking into no man 's land , BRANDON feels the heat of someone 's gaze . As he instinctively looks up to respond , a mixture of surprise , fear , excitement and doubt across his face . The PRETTY SUBWAY GIRL who we met at the beginning of our story is staring down at BRANDON , this time in a more engaging fashion . She looks because she wants to be looked at . Again , a dance begins . This time , she leads . Engaged , active , decisive . BRANDON 's face is fractured into many conflicting emotions . It 's as if a magnet is drawing him in , but at the same time he 's trying to resist . At this moment , the PRETTY SUBWAY GIRL stands up , eyeing BRANDON as she makes her way to the door , blocking BRANDON as the train pulls in to her stop .

The train pulls away from the station and disappears into the tunnel . We do not know if BRANDON is still aboard or has succumbed to his urges . THE END

The Texas plains , horizon to horizon , nothing but the browns and ochres of earth and the blue and violet of the sky . The sheer scope of it sinks in : the blank slate of nature , the absence of man . On the screen superimpose : MARFA , TEXAS , 1993 . CREDITS BEGIN . A plume of dust comes into frame . The dust is from a TRUCK , orange and white and violet , with `` FedEx '' blazoned across the side . The truck turns into a collection of ramshackle World War II era Quonset huts and outbuildings . Around the outbuildings are large sculptures of wood and metal .

The door is opened by a WOMAN in her late twenties . Hair pulled back , casual , an artist . She hands the DRIVER a FedEx BOX which is decorated with a drawing of two ANGEL WINGS . The Driver has a hand - held computer ; a portable printer dangles from his belt . The Driver scans the package with his hand - held computer , prints out a label and sticks it on the Box , ready to go . But something on the box catches her eye . She wants it back . He glances at his watch . She draws RINGS around the Wings , uniting them . She gives the box to the Driver , then hands him a cup of coffee . They 've done this before . He takes a sip of the coffee , then runs for the truck . He jumps in and heads back onto the plains .

The Driver jams the distinctive Angel Wing Box on top of a dolly and loads it into a CONTAINER with clear plastic sides . A female Loader slaps a large bar code label on the container , scans it , then pulls the container across a belt of rollers onto a larger truck . The doors of the truck close . The latch slams down . A forklift hoists the container to the cargo doors of a 737 .

One of a seemingly endless line of FedEx planes , our 737 taxis to a gate at the FedEx SUPERHUB . The Hub is a vast living organism - loud , complex , overwhelming , as much a symbol of modern life as was the factory in Modern Times . Five thousand people work in a frenzy of interconnected activity inside three vast hangers brightly lit . Hundreds of forklifts and cargo - pullers dart about , their headlights crisscrossing like a laser show . Loaders quickly roll the container onto a FORKLIFT .

The forklift speeds inside one of the hangers to a LOADING BELT , where our Box is spilled into a Mississippi River of packages , HUNDREDS OF THOUSANDS of them , all shapes and sizes , from shoe boxes to engine blocks . Large mechanical arms divert the immense flow of Workers at dozens of stations . The packages surge and move . The Workers place the packages label - side - up on new belts , where they 're scanned by laser readers . Picking up speed our Box is shunted across the acres of interlocking belts . The Box ends up in a much larger CONTAINER labeled CDG .

A jumbled room jammed with computers and dominated by a HUGE WALL GRAPHIC that charts hundreds of airplanes . An Operator moves a yellow strip labeled Jumbo 12 across the board .

SERIES OF SHOTS The giant place touches down in Paris . The Angel Wing Box moves quickly on another belt and disappears into another CONTAINER , which is loaded onto still another AIRPLANE .

The plane lands . The container is unloaded down a belt . We see our Angel Box . Directly in front of it is a DENTED BOX .

SERIES OF SHOTS Night . The manic activity has come to a dead stop . Our two Boxes sit on a table in a corner not far from a small Christmas tree . Daylight now . YURI , a Supervisor , saunters over , picks up the Angel Box , sees an attractive co - worker , puts it down . Night again . A cat walks by the table where our two Boxes have come to rest .

A FedEx truck pulls out of the warehouse . The walls of the warehouse are covered with graffiti . The streets are slushy , the buildings blanketed in snow .

The Driver sits in the truck drinking tea . He takes a last sip , sighs , gets out with the Angel Box . Walks slowly toward an APARTMENT HOUSE .

A beautiful young RUSSIAN WOMAN opens the door . A young AMERICAN MAN comes up behind her , signs the form and takes the Angel Box . We see Christmas decorations inside . The woman puts her arms around him as the door closes .We stay with the Driver as he ambles back toward the truck .

The Driver has just delivered the Dented Box to ALEKSEI , Russian Businessman , who closes the door of a Czarist - era building . Aleksei checks his watch , picks up the phone .

CHUCK NOLAND , early thirties , walks along a line of brightly colored jitneys , each bearing the FedEx logo . With him is a Filipino FedEx SUPERVISOR wearing a guayabera . Chuck glistens with a thin layer of sweat .His beeper goes off .

My guess is we're talking fuel filters here, Fernando. The gas is dirty, these jitneys get in the mountains, their engines cut out.

It took this test package thirty - two hours to get from Seattle to St. Petersburg, a distance of nine thousand miles. And then it took forty - one hours to get from our warehouse in St. Petersburg to here, a distance of, what -

There's only one way. We have to work together. Every one of us depends on everyone else. If one package is late, we are all late. If one truck misses the deadline, we all miss the deadline. Let's start by taking a look around.

Here, this table is too far from the wall. Packages can slip down. like.

What could be in here? Let's say one of you sent it. Could be the closing papers on your dacha, could be a toy for your grandson's birthday, could be a kidney to keep your mother alive. I do n't think you want your mother's kidney to end up behind a table.

I'm looking at the blueprints of K.L. right now. The belts are too small for the sorters. Yeah, sometimes you never see what's right in front of your face. Look, it's -

- three in the afternoon there, right? That gives you five hours until the sweep comes through. Do the sort by hand tonight, then put in a new feeder belt, say a twenty - four incher. Yes, overtime is authorized.

I'm going out on every route, I'm going to work every job here, until I know enough to help you. That's it.

You sorted your packages before you left. None of the other drivers did.

Lev - it's Lev, right? Listen, this is FedEx. We do n't have to accept the way it is.

Kelly, damn, look, this is Chuck. I'm going to be a little late. Well, more than a little. I had to go to Russia. Could n't be helped. Could you call and cancel the trip? Look, we'll sail the Keys in March. It's better then anyway. I'll be back before Christmas. I promise. I think. I mean, I will. I, uh -

That's Bermuda. Bermuda is in the Memphis thru container. No, Azores is Europe.

Great job, everyone. Remember, work together. We are like a hand.

Jack - got ta be something wrong with our physicals, you keep getting certified to fly. Gwen, are n't you worried?

I checked the weather, you had the jet stream, you could have made it up.

Jesus. I got it working. You have no idea how hard it was. They're finally a team.

I'm from Arkansas. Tell me a story with Robert E. Lee in it and maybe I'll pay attention.

This was nothing like Warsaw. I held the truck then minutes, it's not that big a deal.

What do you want me to say? That I thought I'd done a great job but it all turned to shit? That I might as well have gone sailing for all the good I did?

Becca, as you know St. Petersburg was consistently running late by six to ten hours - sometimes a full day or more. I replaced the station manager. We identified inefficiencies and worked out a quality improvement plan I believe can be met.

Jim's a terrific financial man, no question. But we ca n't always parachute in from Memphis. We've got to build up our local staff.

We're building a new team here. We got every package on the truck for the first time ever. Success is the best teacher.

We're a little emotional here. It's Christmas, maybe we're over - reacting.

We'll talk about it when I come back. It'll all be fine. Really.

Bless us O Lord, and these thy gifts, which we are about to receive, from thou bounty, through Christ the Lord. Amen.

Look, I help take care of the place. You got my check, did n't you Mom?

Come on Roger, this is dad all over again. You already did beefalo, chinchillas, and what was that, ostrich? They chased Mom around the yard, sprained her hip.

Mom, this is a farm. We've got real strawberries growing outside, we've got real cream.

Maybe I should take a few days off. Roger's working now, you could use some help around here.

Get me everything on Indonesia, New Guinea, all the way to Australia.

Al - got ta be something wrong with our physicals, you keep getting certified to fly. John, are n't you worried?

Okay, do the math. Maybe they know where you are within, say 500 miles. That's a circle with an area of, uh, pi r squared. So, uh, 250,000 times three point one four, that's about 800,000 square miles. Three times the size of Texas.

Say each satellite photo is 30 feet square, that's uh. fuck it. billions and billions of photos.

Got to get there. Got to see. C'mon. c'mon. Do n't be such a wuss. Be bold.

Al.. You never made it home, buddy. Then American Express got me those clam things.

I do n't know what I did, God, but whatever is was, I am really, really sorry. You hear me? Really sorry.

You're not getting it hot enough. Got to hold the heat. Got to hold the heat.

That's the big dipper. Orion. or is that the Southern Cross? Kelly would know.

If I ever forgot to thank you God, and I am sure I did, thank you now.

Dust thou art - that's for damned sure - and unto dust shalt thou return.

You said our life was a prison. Dull. Boring. Empty. I ca n't begin to tell you how much that hurt. I do n't want to lose you. I'm enclosing some salsa, the verde you like. Use it on your sticky rice and think of home. Then come home - to me. We'll find the spice in our lives again. Together. I love you. Always. Bettina.

Now I'm hoping that if this is airtight I'll get condensation down here, a cup or so a day. If I'm careful it should be enough.

If I never return, know that here lived Chuck Noland for four years. I drew these paintings. I made these marks. And then I took my fate in my own hands and set forth to save myself, God willing.

Wonder what odds Stan would give me on this. I'd say 90 - 10. Against.

No please, join me. Some sundried fish strips, a few eyeballs, some gills to munch on.

Chuck Noland. Born October 8, 1958. Died - pick a date - July 11, 1998. And now the epitaph. Met deadlines. Kept appointments. Lost without a trace.

I am writing this to remind myself to live a better life. If I am lost, perhaps you who find this will be instructed to live a better live yourself. Live each day. Love your children. Do n't take anyone for granted.

Doc, I'm not on the island. I'm not on the raft. I'm alive. I'm so glad to be back, I ca n't tell you. I just want out of here.

I'm most definitely not dead. And as I recall, you're the sick fucker.

That's my sea anchor. My second one. Made it out of part of the sail. It keeps you from capsizing in a storm. In theory.

Bad body chemistry. Made me a little morbid. But I'm all over that now.

The plane went down. My friends died. I washed up on an island. Then I found these barrels, built the raft, and here I am.

The tide came in, the tide went out. I survived. That's the headline. I survived.

Cliches, mainly. Do n't take anyone for granted. Do n't sweat the small stuff. Live each day like it's your last.

I did n't know what really being alone was. No one back here does.

We're not meant to be alone. Not like that. Share life, that's what came to me out there. Be with someone.

I never thought it would end. Then it did. It was so great to be saved, I could n't stop laughing.

What's it all about? It's about being so thirsty you'd crush a fish's backbone to suck out the spinal fluid - that's what it's about.

But it's not being bold or being in the game or rolling the dice.

When I was going crazy, on the raft, I'd argue with myself about everything. Because everything had a price. To get anything - a sip of water, a little corner of shade, an hour's sleep - I had to let go of something else. And then I could never get it back.

Wow. Thank you. Great. Thank you. Hey, Rasheed, how you doing? Thank you all.

Give me a minute. I've spent four years looking out at an empty ocean.

It's all so - big. You never think you'll miss - all this. But I did. I really, really did. And I missed all of you.

I've never heard it this quiet. Should n't you all be getting back to work?

I've got all this back pay coming. Why do n't you let me get you a place in town?

The tide saved me, Mom. I lived by it. I'm just wondering where it will take me next.

Chuck is on the phone .Chuck hesitates for a moment , then looks at his watch .

Strapped into the jump seat behind the pilots , Chuck sleeps with a mask over his eyes . On his lap are some travel brochures . We see sailboats , we see the Florida keys .

Christmas in Russia . Snow everywhere . Brightly colored lights . Chucks gets out of a Volga with Aleksei . He has a bag over his shoulder , the dented package under one arm .

The staff has assembled near the loading dock . Yuri the station manager stands in front , occasionally catching the eye of the attractive woman . Chuck displays the FedEx box .There 's a muttered chorus of answers .Chuck leads his team through the sorting area . Yuri squeezes right next to him , ostentatiously carrying a clipboard . Chuck stops .He hefts the package , as if trying to guess what 's inside .The Sorter shoves the table against the wall . Yuri says something to the Translator .Wrong answer : Chuck glances sharply at Yuri . Aleksei appears with a cellular phone .Chuck takes the phone , opening his BAG as he does so .He pulls out a set of blueprints and tacks them to a bulletin board as he talks .Chuck keeps an eye on what is going on in the warehouse . Then he notices something over by one of the trucks .He hangs up the phone . He turns to the crew .The crew disperses back to work . Chuck and Aleksei walk toward the office . They 've done this before . Chuck lets a corner of his command persona slip .

He says they have been very busy. It is hard to get good employees. He is sure you understand.

A FedEx truck pulls out of the FedEx office . Chuck is inside . He notices the graffiti on the walls .

Chuck rides next to LEV , the driver , a serious sort . The Translator squats on some boxes between them , trying to keep his balance .The Translator and Lev exchange a few words .Chuck looks at Lev with respect . Right answer .The Translator asks Lev , who looks at him as if he is crazy , then snorts an answer . The Translator blushes .Chuck grins . Lev shrugs and says something else .

A weary Chuck enters the hotel . In the sky above him we see the Northern Lights . He does n't even look up .

Chuck is watching CNN on the television , working his PowerBook , and holding the phone .He hangs up .Just then the lights go off . For a moment everything is darkness . Then a small light switches on . Chuck has a headlamp on . He gets up , heads into the bathroom . We stay in the bedroom . After only a moment , the light reemerges . It heads over to his bag . We go with it . Chuck takes out a roll of toilet paper . The guy is prepared for anything . He goes into the bathroom , closes the door . The lights come back on just as the phone rings . We hear scuffling sounds on the other side of the door . Chuck charges out , holding up his pants . Grabs the phone .He waits . We hear an ANSWERING MACHINE .This is not what Chuck wanted to hear .He 's stumbling over whether to say I love you .He gently hangs up the phone .

This is Kelly, leave me a message and I'll call you back soon as I can.

Do n't overwhelm me with details, you know how I hate that. Did you get it fixed?

We're on the deck of the ketch, the air's soft, the water's clear as crystal.

We're covered with suntan lotion and sweat. Our skin is so hot, it's glowing.

I figure, if we could take care of a puppy, we could, you know, take care of -

You should have got me something that shows you want us to be together, not apart.

Why did n't you come over, get mad at me, tell me what a stupid bitch I was.

What, you were going to come over the next day all calm and say, Kelly that really made me mad? Do n't tell me you're mad. Be mad. Be who you are right now.

I did n't want to. It just happened. One day Gary was there. He took care of everything. He took care of me. I was a mess.

No, this is Jack. Jango was hit by a UPS truck. Can you believe it?

All that time I waited to go on a cruise, and you went without me.

I buried you, Chuck. They had to pry my fingers off your coffin.

Your calendar, your cell phone, your whoo pig sooey hat, some pictures of that ketch you wanted.

You hated being alone. Could n't stand it. Busy every minute. Always plugged into something.

I've got to get back to Memphis. Hannah's babysitter has finals.

A surprised Yuri stands with the attractive assistant as Chuck takes his clipboard away . An even more surprised Lev stands by his truck as Chuck hands the clipboard to him . Chuck and the loaders clean off the graffiti . Working alongside the sorters as the packages come in , Chuck points out how to organize the inflow . Chuck and Lev go over large maps of St. Petersburg with the drivers .

A big semi is being loaded with outgoing packages for the airport run . Aleksei , Chuck , Lev and the office executives watch as containers are rolled on .Chucks looks at the clock .Aleksei points at the big semi .The pressure in on . Chuck looks around at his team .

The last truck enters and loading dock . A few loaders move toward it . The executives all stand and watch . But not Chuck . He 's hands on .He heads toward the truck and begins pulling off packages . All the other executives follow him .

Led by Chuck , who works like a man possessed , they sort the packages .He gestures at a closed container .Chuck is everywhere , setting the example . The whole office is energized , working together .

They load the last container on the waiting truck . Chuck pounds the truck on the side . Go . The truck roars out of the loading dock . Everyone takes a breath . They are happy , proud .They 've heard this before . Lev holds up his hand just before Chuck does .This makes Chuck smile .

A FedEx MD - 11 is being loaded with huge containers of freight . Chuck goes up the gangway next to the forklifts .

The pilots - JACK and GWEN - are going down their check lists . Chuck sticks his head in the cockpit .Chuck hands Jack and Gwen small packages .Another FedEx Road Warrior named STAN gets on . He and Chuck are obviously old hands at this .The two of them strap in .He 's finished a tough job . He 's relaxed and on his way home . But Stan 's his boss , and Stan 's got bad news .Chuck ca n't believe it .The plane begins to taxi .

What do you expect, from the guy who stole a kid's bicycle when his truck broke down?

The point of FedEx, as I understand it, is to make the damn connection.

What? Let Paris hold its plane? Let Memphis take care of it? Let somebody down the line clean up your mess?

You know what your problem is? You just see the packages in front of you. You do n't see the big picture.

Look, I'm sorry about your plane. But I could n't risk being late into Memphis.

You know General McLelland, he would n't attack unless he had everything just right. Finally Abe Lincoln came to him and said, General, if you're not going to use my army, could I borrow it for a while? So he gave it to Grant and Grant just said, let's go.

We're warriors, not desk jockeys. We've got to be bold. You always want all your ducks lined up. But nothing's 100 percent. It's always 60 - 40, maybe 51 - 49. Hell, I'd take 40 - 60. Then roll the dice.

That's why I'm running foreign and you're not. That's why you're not married and I am.

Take the plunge, admit your mistakes, move on to tomorrow. That's FedEx, that's women, that's life.

Look, that kids' bike, that's a guy who'll do what it takes to get there on time. Live up to your legend, that's all I'm saying.

He's a numbers cruncher. Chuck's done all the right things here.

When I first showed up, I thought you'd lost your fucking marbles.

You've been over the line and you came back. You've been saved, hallelujah!

I'm serious. The burning bush, the big picture, the words in neon.

Finish what you started. You have n't changed, Chuck. It's still you.

Chuck is focused on his PowerBook with the screen away from us , Stan is doing tai chi amidst the FedEx containers . It feels a little surreal , all those containers surrounding them . Stan comes over , looks at the image on the computer . It 's a sailboat with some technical specifications under it .Chuck does n't look up .Stan is so outrageous , Chuck ca n't help but laugh .But apparently it is .Chuck reaches in his pocket , pulls out a bill .Chuck closes the PowerBook .They both take out their Valium - the price they pay for being such road warriors .Stan puts on his Walkman .It 's their ritual . Chuck puts headphones from his Walkman over his ears , puts a mask over his eyes and leans his head back onto the headrest . We hear the Rolling Stones .

The MD - 11 arrives at its gate . The cargo doors open . Forklifts and a gangway roll up to the side .

Stan stands smiling over Chuck .Chuck pulls off the mask , takes out the earplugs . He manages a groggy grin .

Chuck walks through the extraordinary nexus of speeding packages that intersect in intricate paths above and around him . This is the beating center of the FedEx world , the crossroads , the deep core where everything connects . In his still - drugged state it all seems weirdly psychedelic . A Christmas tree goes by , then a huge plastic Santa Claus , both with shipping labels .

Chuck 's car pulls into the driveway of a small cottage in an older Memphis neighborhood . The radio is playing the news .

Chuck drops his briefcase and his bag . The place is a jumble of clothes , papers , books , etc. . In the living room is a tank of tropical fish . The water looks a little green . No bubbles are coming from the filter . Uh oh . Chuck walks to the tank . He tightens a piece of tape that holds the power cord onto the filter , taps the filter with his finger , once , twice . the bubbles start again .But for a couple of fish floating on top of the tank it 's too late . Chuck gets out his scoop and slowly skims them off .

Chuck digs a small hole in the back yard with a large kitchen spoon . Drops the dead fish in . Fills the hole .

The CD is playing . Chuck lies in bed , switches on the TV . This is no good . He does n't care how late it is , he 's going to find Kelly .

Two doctoral candidates are playing Doom on their computers when Chuck walks in .One of them gestures toward a door .

Chuck makes his way in the semi - darkness past rack after rack of specimens in bottles . Ahead of him we see the flashing green light of a Xerox machine .

The light goes off . KELLY leans over the machine , bangs on it .Surprised , Kelly turns to greet Chuck .She leaps into his arms .Kelly looks over at the Xerox .He lifts up the cover .He pries up one feeder , then another .But Chuck does n't want to talk . He 's focused on the machine .She pulls him out of the machine . He has toner on his fingers .He suddenly looks really tired .He turns to the Xerox in frustration .She looks at him .

A tiny cubicle with a door . She closes it , takes some paper towels out of the desk , wipes his fingers .She licks the last bit of toner off his fingers .She ignores that , stays with the fantasy .And she comes closer to him .She 's really close now .They squiggle themselves onto the desk .

Someone kicks the door shut . Now the figures are in silhouette , lit by the light in the office . And then the light goes out .

A nondescript office park near the airport . No sign . Chuck 's car screeches into the parking lot . He jumps out , glances at this watch , and heads for the building at a run .

A large room dominated by an animated MAP OF THE WORLD . Lights at various locations blink and flash . Above the map are a large Sign saying `` Here Today , Gone Tomorrow '' and two huge digital Clocks - one keeping time , the other a countdown clock for that day 's package sort at the SuperHub . The operations team of FedEx sits around a large table . Each has on a headset . BECCA TWIGG , the business - like senior vice president of Operations , addresses questions to a man - COLIN PARKER - BOWLES , the European operations manager - on a LARGE TV SCREEN in front of her . `` London '' is superimposed on the screen .Colin continues as Chuck , out of breath , slips under the screen and heads for the one remaining vacant seat - across from Stan . Next to Stan is MAYNARD GRAHAM , an MBA systems man . Becca addresses a question over to Stan .Colin disappears . A red light goes on . Becca pushes a button . Another face comes on the screen . `` Oakland '' appears under the face .She turns pointedly to Chuck .Chuck swallows nervously , tries to talk matter - of - factly .The process is being ripped out of Chuck 's hands . He struggles to get an answer .Stan is doing his best to back up Chuck .Maynard knows how to go for the jugular . Everyone looks at Chuck .Everyone looks at Chuck .

One of the race horses coming from Ireland got colic and had to be off - loaded in Brussels. That put the Jumbo 15, six hours late into Charles De Gaulle. Customs had difficulty locating the dutiable items.

Good. And let's look at our live animal policy. I do n't think the income stream justifies delaying IP product, especially at Christmas.

You replaced the station manager with a driver. A local with no knowledge of our systems.

Should n't you have brought in someone from Memphis? Russia is priority one.

We've got to improve foreign on - time, that's what we've got to do. If this new guy's so good, how come the very first plane he sent missed the connection in Paris?

Chuck lugs a big package up to the door , knocks on it . Kelly opens the door .

Chuck enters as they keep talking . Her house is cozy but also where she works . There 's a computer , specimen jars , and some terrariums with frogs inside . A Christmas tree with packages under it .In the b.g. one of the packages by the Christmas tree is starting to shake on its own .Chuck 's attention goes to the tree .The package turns over , something darts out . It 's a puppy , with a bow around its neck .Chuck bends down to see the puppy .A baby , she wants to say , but that 's going a little fast so she catches herself . Chuck picks the puppy up .Chuck hands over his present .Kelly opens Chuck 's present - a very large box . It 's a piece of luggage .She ca n't believe it . It 's the exact opposite of what she wanted .Chuck is flummoxed . Women read so much into things .Chuck 's beeper goes off .He checks the number .She nods . What to do ?Chuck picks up the puppy .Kelly is having one of those moments when everything comes clear .He hands her the puppy .This is not a happy woman he is leaving behind .

It 's dark now . Chuck returns . The stars are putting on an amazing show , but he does n't notice as he heads for the door .

Chuck enters . The tree and the presents under it are gone .No answer , nothing but the sound of Jango , who begins yelping in the kitchen .

Chuck picks up Jango , who is barricaded in the kitchen with some food , some water , and some wet newspapers .

Holding Jango , Chuck walks out into the back yard .A fire still smolders . The packages have burned . The tree is a blackened mess . Chuck stares at it .

Chuck gets into his car , puts Jango on the front seat next to him . Pulls out of the driveway .

Chuck 's car drives up to a typical Arkansas farm house . His MOM is setting some Christmas tree lights around the door . Chuck gets out of the car . There 's a large wet spot on the front of his pants .Chuck displays the puppy .

There's settled folks, and there's nomads. You're just not a settled folk. You never belonged here.

Roger got me on. I was n't doing anything, and - but you're back, you're really back. I would have come to Memphis, but -

What a journey you've had. It seems more than a person should have to bear.

Remember the family motto. In time. It will come to you, in time.

Chuck works on an old tractor in the shed . Some small legs appear in his vision , then a small face . This is AMANDA , his niece .

Around the table are Chuck 's brother ROGER , his wife MARY , Amanda , and her TWO BROTHERS . Mom brings in the turkey , places it on the table , sits down . They all hold hands and bow their heads .Chuck hesitates just a moment .

You're just allergic to farming, that's what dad said. Ca n't stand to be alone. Ca n't stand to be in one place. Ca n't stand the sight of. blood.

Sixty three pounds consumed per capita, up from twenty seven in 1960. Going to pass beef. Chicken's global. No religious taboos. You do n't see your Hindus and your Muslims boycotting poultry.

Come on down to the plant. It's state of the art. We're doing for chickens what FedEx did for the delivery business.

The grown - ups are cleaning up after Christmas dinner . The scene moves between the table , the kitchen counter , and the refrigerator . It 's an old - fashioned kitchen , simply furnished .This is an old , sore subject .He drops the turkey giblets into the trash .Chuck ca n't believe this .Mom goes to the freezer and takes out some frozen strawberries .Mom mashes the block of frozen strawberries with a fork to separate the strawberries from the ice .Roger grins at him . This is just how they are .They all sit down . Mom brings the slushy frozen strawberries to the table , squirts on some Reddi - whip . Looks pointedly at Chuck .Not a timely topic with Chuck .Chuck takes a bite , winces a little as the cold strawberries hit his teeth .

Jennifer's still down at the post office. And she's still got that crush on you.

Chuck fixes the drain pipe while Mom prunes the rose bushes around the porch .She looks pointedly at Chuck .Chuck finishes the drain pipe . Gives it a thunk with his finger .

In his boyhood room , we see Chuck 's laptop , which is hooked up to the internet FedEx homepage . All around him are models of boats and planes , maps , pictures of far - off places . The room of a boy who always fantasized about getting away . Chuck is beside it , slumped down on the desk . Asleep .

Chuck enters his office , on the go . His assistant LESLIE is waiting for him .She nods , used to this .Stan enters .

There's a sweep leaving Memphis in an hour, goes through Sydney.

Chuck , Leslie , Stan and another executive from the meeting named DICK are gathered around the TV screen . A squawk box is on the table .The box squawks . The TV screen rolls an imperfect image .A Technician is fiddling with the TV set .The squawk box hums and crackles . Nothing . Chuck turns to the Technician .Chuck turns to Leslie .Chuck looks over at Stan .And Stan is impressed .

You sure you do n't want to have the implant done here? We do quite good work.

Hmmm, you do have such a lot of tarter behind these front incisors. A little wider, please.

Anyway, so the second prosthetic foot worked better, but he still could n't drive his new Cortina, it being a standard shift, if you follow me.

But would he hear of me driving him around? Not on your bloody life. Rinse please.

Okay. After three years the PTR reverts to tape storage, which is okay because we access it through the CPC. Here it is.

Ten packages from the same sender. Baku. Delhi. St. Petersburg. The guy was a real road warrior. This package was Kuala Lampur. No activity in his account after this package. No forwarding addresses after K.L.

Sure. Bettina Peterson. Marfa, Texas. Let's run a current check.

Hmmm. Durango, Colorado ; Asheville, North Carolina, then. canceled her account.

You're looking at a Level III search. For your Level III, you got ta have E - 4 authorization. I do n't have it.

Chuck leaves with his bag over his shoulder and the puppy under his arm .

Kelly opens the door . Chuck is there with the puppy .Kelly ca n't stay mad .She 's half - laughing , half - wanting - to - cry .And then it hits her .She stares at him for a long moment , then at the puppy .He hands her the dog .She kisses the puppy .

Chuck enters the cockpit , where two different pilots are going through their checklists . Chuck repeats his familiar patter .Chuck settles into his seat .Al has an Australian accent .

Settled into the jump seat , Chuck finishes up his notes on his PowerBook and begins his flight ritual . He puts in his ear plugs and takes out his Valium . He swallows one , then thinks , and swallows two more . Then he turns on his Walkman to the Rolling Stones , puts the mask over his eyes , and , as usual , goes to sleep .

The plane is SHAKING badly . HEAR frantic , garbled radio talk . Chuck stirs , struggles to his feet , drowsy and drugged .

Everything is hazy , out of focus , as it was in his earlier drugged condition . But this is real haze . SMOKE . And the cabin also TWISTS and TILTS . Chuck tries to steady himself against the wall . This is nightmarish . Is this really happening ?

The pilots wrestle with the controls . They have their life jackets on . John glances back at Chuck , his face floating in a cloud of fear .

Chuck struggles to put on his life jacket . The plane is VIBRATING VIOLENTLY . He ca n't get the straps straight . He is KNOCKED against one wall , then another , then to the floor . Chuck tries to blow on the mouth tubes for his life jacket . Ca n't do it ! Puff . Puff . Shit ! John motions frantically for Chuck to pull on the automatic inflators on his jacket . Chuck fumbles for them . Huge palettes shift and groan , one BREAKS FREE , banging violently against the side of the plane , spilling out its boxes . Then it swings and KNOCKS Chuck on the head ! He goes down !

A CONTROLLER mans the global operations desk . His SUPERVISOR stands behind him , sipping some coffee . The mood is eerily calm . An assistant moves Plane Locator Cards on a giant board .Another CONTROLLER tracks a giant computer screen .The signal flashes , but is strangely still compared to the others , which are moving .

Somewhere east of Port Moresby. Guam is getting a signal but no location. Maybe the GPS is out.

Chuck is semi - conscious and bleeding from the head . John pulls the inflators on Chuck 's life jacket , which fills with a WHOOSH ! , sending Chuck 's arms out to the sides . Al struggles with the LIFE RAFT . It 's all blurred , frantic , terrifying .

Shrouded with fog and surrounded by debris , the tail of the big plane slowly SINKS beneath the angry , storm - driven waves .

A life raft is tossed on dark , storm - driven seas . Inside it , semi - conscious , Chuck hangs on .

We catch glimpses of the yellow lift raft in the dark as the storm continues .

The storm has ended . Waves lap gently on a beach cut like a scallop out of a rocky shore . On the beach we see scattered FEDEX BOXES . And we see , face - down , half - buried in sand , a MAN IN A SUIT and a life jacket . Chuck . The tide gently rocks him , laps at his face . He chokes . Slowly he gets to his knees . Vomits seawater , big heaves . He rolls over , sits down . Dazed . Still confused . Where am I ? What happened ? Chuck 's first instinct is to check the time . He looks at his watch , taps it in frustration . Then he looks around , and we look with him . CHUCK 'S POV - BEACH The fog has thinned . We can see palm groves and mangrove thickets leading back into a thickly wooded valley climbing up a steep , rocky hillside . The rocks on the opposite point end in a barren ridge . Clouds hide the top of the hill . ON CHUCK as he takes in his surroundings . He licks his lips . He 's thirsty . But something he sees is even more important . We stay with him as he WALKS . He comes to a FEDEX PACKAGE in the sand , picks it up , brushes off the sand , walks farther . He picks up another package .

Chuck walks down the beach , picking up FedEx packages , leaving a trail of footprints in the sand . Ahead of him we notice a package decorated with ANGEL WINGS .

Chuck has made a neat stack of FedEx boxes under some palm trees at the rim of the beach . He examines the Angel Wing drawing with passing curiosity , then puts it on the stack . Chuck takes off his life jacket , sits down in the shade , makes himself comfortable , and waits .

Chuck is still waiting . He 's a systems man , and the system is n't working .

The full moon shines a ghostly light on the beach . Trees cast moon - shadows on the sand . Chuck seems very , very alone . We HEAR from the dark thickets a STRANGE NOISE . Rustling in the leaves . Something crashing in the trees , or is it a wave ? A jolt of adrenaline courses through Chuck 's body . He lurches to his feet . We HEAR the noises again . Chuck edges toward the rocks at the barb of the hook . Keeping his eye on the thicket , he bends down and picks up a stone . His first weapon . In the rocks he finds a piece of driftwood . He picks it up in his other hand . He backs between two rocks and stands facing the thicket , every sense alert . A cloud passes over the moon . The shadow streaks across Chuck 's anxious face .

The morning TIDE is coming in . We follow the tide as it laps amidst the rocks and finds Chuck , staring out to sea . The empty sea .But now he is really thirsty . We WALK with Chuck up the beach . Beneath the palms he sees a couple of coconuts . He picks one of them up and studies it . It 's heavy , almost the size of a volleyball . How to get in it ? He throws it down on a rock . The coconut just bounces off . He wedges the coconut between two rocks , then throws a rock down on it . It bounces off . He throws down a bigger rock . It smashes on the rocks and chips . Chuck picks up the rock . OW ! Where the rock had chipped the edge is sharp . It cuts him .The blood stains the rock a bright red . Chuck sucks on his finger , then he gets an idea - the same idea primitive man first got when he discovered stone tools . He picks up the rock , test the edge . Sharp - really sharp . He throws another rock down , but it does n't break . He picks up another rock and strikes the first one . Then again , harder . And again . A large flake shoots off . This edge is even sharper . He has a knife . OPENING THE COCONUT - SERIES OF SHOTS Chuck uses the stone knife to saw at the coconut . No luck . Chuck clumsily sharpens a stick with the sharp rock . Chuck brings the sharpened stick down hard on the coconut , but the stick slides off , sending the coconut rolling away . Chuck positions the stick , pointed end up , in a hole , then SLAMS the coconut down hard on it . Success ! The green nut of the coconut splits . The brown inner nut is free ! He smashes the nut with a rock , but - OW ! - he hits his hand ! Chuck licks his fingers , but he is so thirsty there 's no more saliva . He smashes again . The shell breaks to smithereens . Coconut milk splashes everywhere .Rotating a nut along its axis and carefully moving his fingers out of the way , he SMASHES the nut again . The shell splits ! The precious liquid splashes out . Left inside is a swallow or two , which Chuck laps up eagerly . The milky white liquid dribbles down his face .

Chuck squints at the ocean . His sunburn is bad - his lips are cracked . A stack of broken coconut shells is beside him . No one 's there - again .Clouds scud in front of the sun . Beyond the reef the waves are high and churning . Chuck can see them pound onto the reef .This sinks in . Then Chuck gets an idea .But even that does n't give him much hope .That sinks in .

Chuck sleeps by the coconuts . The tide is coming in . Chuck stirs , gets up , staggers over to a palm tree to relieve himself . He stares idly out at the moonlight on the waves . Then not so idly . Something 's out there , something floating on the tide .

Chuck splashes into the gentle surf , reaches the dark object . It 's a body . Chuck turns it over . It 's Al , one of the pilots , his face gray and waterlogged and very dead .

Chuck drags the body up on the beach and then collapses , exhausted . He sits by it , staring at it .

Chuck has almost finished a grave in the sand back of the palm trees . He 's been digging with a piece of driftwood sharpened with his stone knife . He drags the body into the pit . Stares down at it . That could be me .He wants to say more , ca n't . He scoops some sand over the body .He scoops in some more sand . It 's eerily like burying the tropical fish in his back yard .

With a rock Chuck hammers a crude driftwood marker into the sand .

As Chuck sits on the beach , he half - sings , half - talks `` Yellow Submarine '' very quietly to himself .He looks over at the deep woods and down to the rocky point . Comes to a decision . He takes a drink of coconut , picks up his club and a coconut , sticks the stone knife in his pants . He 's ready to go .

Chuck climbs over the rocks and disappears out of sight . He 's still half - singing to himself .

Chuck 's way is blocked by rocks and jungle . He hesitates . He picks up a rock and THROWS IT to scare away all those bad things . It crashes into the ferns and palm trees . He takes a step into the jungle .

Chuck struggles through a dense thicket beneath a jungle canopy . Vines and creepers reach out toward him . There is no path , nothing to show him where to go .

Chuck climbs through a tangle of vines and ferns . He takes a drink from the coconut he is carrying . The last drink .He throws away the husk . He looks up , but the only sunlight reaching him is dappled from the canopy above him .

Chuck emerges onto a ridge that leads to a summit . He climbs across a rocky lava field covered with scrub lichen and low ferns , soil dark as coffee beans , his way crossed by steep gullies that cut like dark fingers into the lava . The lava field narrows , forcing Chuck closer to the sea . He passes a series of CAVES , their mouths dark and mysterious and scary . He gives them a wide berth .

The land narrows to a ledge that stretches across a high cliff perched over the ocean . Beyond this rock bridge the path smoothes out to a summit . Chuck stares at the narrow bridge , then down at the waves breaking on the rocks far below . To get any view , he will have to cross the bridge . He 's thirsty . The late afternoon sun is hot .Hugging the wall of the cliff , taking each step with great caution , he sets out across the bridge .

Step by step , Chuck negotiates the narrow bridge . He reaches a flume of polished basalt which cuts across the ledge like a slide in a water park - except this flume ends high above the waves . Chuck tries to step across it , ca n't quite , tries one foot first , then the other .He looks back , but that seems even scarier .He looks down at the ocean beneath him , closes his eyes , and jumps . It 's only a few feet , but he 's breathing hard when he lands on the other side . He hugs the rocks , getting his breath .

Chuck looks to each point on the compass . He is on an ISLAND , small , inhospitable , without sign of habitation or anything human . On three sides the waves break against steep , hostile cliffs . A reef encloses the cove where he came from .Chuck stares out to sea in every direction . Nothing .The last rays of sun hit his face . The ocean turns a deep reddish gold .

Going down is even scarier . It 's dusk and the light is flat and gray . Chuck stares at the ledge .Chuck crawls on his hands and knees across the rock bridge .

Chuck stumbles over the rocks . The caves look ominous and primal .

It 's getting dark now . The jungle seems impenetrable , the dark wood of fable . Chuck hesitates , then plunges into it .

The moon has just begun to rise , casting eerie light into the jungle . The shadows reach out to grab Chuck , then real branches and vines tug at him . He heads into thick blackness .

Chuck emerges around the rocks . He reaches the stack of familiar FedEx boxes - Ahh , home ! He 's breathing hard , from both fear and exertion .With his last strength he opens a coconut on the stick . He bangs hard on the shell and gulps down the milk . He stares at the stack of FedEx boxes . What could be inside ? He reaches out and touches one .Responsibility gets the better of necessity , and he takes his hand away .

Face red from the sun , Chuck hacks at a palm frond with his stone knife . He saws the palm frond off near the base , leaving it about a foot long .He ties the loose fibers into a sort of circle , then sets it upon his head . It looks amazingly like some sort of primitive cap . He grabs a couple of FedEx boxes and heads for the beach .

Chuck finishes the P on H E L P , which he has spelled out with the FedEx boxes on the beach .

Chuck scrambles down a ravine . He kneels down and feels the ground . It is dry , completely dry .

Chuck traverses the slope , determined to find water . A FLAT ROCK - LATER With a puddle of dirty water trapped in a tiny hollow . Suddenly Chuck flops down into frame . He tries to scoop up some water in his hands , but he just splashes it around . He licks his fingers . Then he gets down on his stomach and laps up the water with his tongue . Like an animal . In the bottom of the small depression is some fine mud . He rubs it on his reddened face and across his burned lips .

Chuck is drenched in sweat . He is at the bottom of a hole six feet deep . He takes one last dig with the flat stick , then licks the moist clay that sticks to it .

Chuck breaks open another coconut and gulps down the milky liquid . With a stone knife he digs in the shell for some of the meat , but it 's dry and chewy and fibrous . He spits it out , then lies back on the sand and stares at the first stars . Half sings to himself .He is desperately thirsty . Hunger gnaws at him .

Holding a sharpened stick , Chuck wades in the shallows at low tide , looking for fish . It 's difficult to keep his balance . Suddenly a shadow flashes by , glinting in the morning sunlight . Chuck hurls the spear , which ricochets off the water and floats away . Chuck plunges into the water after the fish with his bare hands . The fish reverses direction . Chuck leaps after it and goes under . He comes up spluttering , on his hands and knees in the shallows . Suddenly a whole school of fish swims by him , moving in unison , like one creature , splitting around Chuck like mercury . He grabs at them desperately . Nothing .On some rocks he sees clusters of limpets . He takes a rock and tries to dislodge one , but it smashes into a soggy mess .

Discouraged , he sits down on the beach and gets his breath . Idly , Chuck takes out his wallet . The money is soaked . He lays it out to dry . He finds a PHOTOGRAPH OF KELLY , soaked and mushy . He tries to smooth it out . For a moment he is overcome . His face tightens , his eyes get moist . He stares out to sea .He picks up his wallet again and takes out a credit card .

Chuck wades in the water , stops by a rock covered with limpets . He uses a CREDIT CARD to scrape off a limpet .With his finger , he prods around in the mucous - like meat , then tilts up the shell and we see the gooey gray stuff slide off the shell into his mouth .He starts to spit it out . Tries to make himself like it .And he swallow it .

Chuck sits in the shade of a palm tree surrounded by a pile of smashed coconut husks and a stack of limpet shells . He checks his watch for a moment .But what 's the point ? Everything that was so valuable before is useless now .

Chuck digs yet another hole . He chants to himself , almost delusionally .Covered in sweat , desperate and exhausted , he throws down his wooden spade .He lies on his back , breathing hard . Pulls his hat over his eyes .

Chuck is lying in the hole . We find his feet . Slowly water is oozing out of the clay , a puddle is building around his toes .

Chuck 's eyes snap awake . He looks down at his feet . There 's a pool of muddy water there . He dips his hand in it , touches a finger to his lips to be sure he 's not dreaming . He grabs his sharpened stone , begins to attack the clay .

Chuck carefully makes marks on a palm tree with his rock knife . One for each day . Very neat . Very precise . Very Chuck .For a moment , he feels the weight of his isolation . Then he allows himself a deep breath . There is order now , after all . Time is under control .

Very carefully , but standing this time , Chuck makes his way across the ledge .

He emerges on the top , takes a drink from a hand - made canteen , and looks in all directions . Again , he sees nothing but ocean .

He resumes his efforts at fishing . A shape scuttles raggedly beneath him .He freezes , holding his spear motionless . Then he jabs at the crab - misses ! The crab scurries away toward the rocks .Chuck splashes after it , stabbing as he goes , falling , getting up , stabbing again . Suddenly one stab feels different . Chuck carefully lifts up the spear . On the end is a squirming crab .He walks carefully with it to the beach . Lowering the spear , he lets the crab slip off . It darts toward the water . Chuck heads it off , trying to avoid the snapping claws . He kicks it back toward the beach , then slams a rock down on it . He twists off a crab claw , expecting to see flaky white meat . But a crab has an exoskeleton . The flesh simply pours out , like mucous .This is too much . He needs the next step , from the raw to the cooked . The crucial next step from primitive man to the beginnings of civilization .

Chuck rubs two sticks together . Nothing . Chuck positions a makeshift drill in a hole he has scooped out in a piece of driftwood . He spins the drill with great effort . Nothing .He quits , exhausted . He looks at his hands . They are raw and blistered . He feels like Job .

Chuck emerges from the jungle and walks to the edge of the ocean . He dips his blistered hands into the sea water , then looks over at the FedEx boxes that spell out H E L P.He walks over and picks a few boxes up from the P.

With his stone knife and spear to help him . Chuck begins to open the FedEx boxes . Chuck rips open the end of one box and shakes it . Out tumble some videotapes . Chuck looks at them : what good are they ? Chuck tears another box open . Out slide some legal papers covered with Post - its . In quick cuts , we see him dump out computer memory boards , some designer dresses , flowers , a pair of roller blades , a script with a red cover - which he never reads .

By now he has taken all the boxes in the P. Only H E L remains . He pauses to let the irony of that sink in , then collects more boxes . He is even more exhausted .

Two boxes remain . One is the box with Angel Wings . Chuck sets it aside . He opens the other box . Out tumbles a DOCTOR 'S BAG . Chuck ca n't believe it . He opens the bag . It 's full of great stuff . Medicine . A scalpel . A saw .

Hands bandaged , Chuck tries to strike a spark on the roller blade wheel housing . Tries over and over . Nothing . He takes a long drink from his canteen , and flinches . His tooth is starting to hurt . He fishes some Tylenol out of the surgeon 's bag and takes two .

Chuck picks some berries and gingerly tries them . They 're not bad . He eats more . Then more . What a relief .

Chuck lies on his palm fronds , groaning and holding his stomach . He drags himself to his knees , crawls a few feet , and throws up in great , violent heaves .

Still looking a little green , Chuck marks another day on his tree calendar .

Chuck lies on his belly and drinks from the well , which has filled with water . Then he washes his face and splashes water over his neck . The surface of the well stills , bringing CHUCK 'S REFLECTION into focus . He stares at himself . Very carefully Chuck shaves with the surgeon 's scalpel . Chuck checks out his new appearance in the water . Much better . A clean start now .

Chuck carefully shaves some tinder . Puts it under a piece of bamboo split lengthwise with a notch cut across it .

Chuck uses a bamboo stick to try to make friction in the split half of the bamboo . He saws back and forth with all his might , pressing it down in the groove .

Chuck gives one last saw with his bamboo and stops , utterly defeated . It 's all too much .He starts to rub again . He breathes hard , sweat pours off his face . He is really going for it , what the hell ! A tiny wisp of smoke appears ! Chuck saws with even more energy .The smoke increases . Chuck rips away the bamboo , grabs the nest of shavings , and blows on it frantically . The smoke flickers and dies . Chuck ca n't believe it .

Chuck lies in his bed of palm fronds , shivering . He looks up at the stars , which blaze furiously .And he misses her so much . A shower of meteors streaks across the sky , as if the very heavens are raining down on Chuck .

Chuck readies his two sticks of bamboo again and begins sawing with tremendous energy . He smells something . Is it smoke ? He pulls off the log and looks eagerly at the nest of tinder . There 's nothing there .He replaces the log and starts wearily to saw again . TIME CUT The sun has moved in the sky . Chuck is still sawing . Again the smoke appears . Again sweat pours from his face . The smoke increases . He saws even harder . His breath comes in anguished gulps . Smoke is curling up now . Chuck tears away the bamboo , picks up the nest of kindling , and blows on it gently . The smoke increases . He blows some more . A fragile crimson spark appears .He gently places the nest of shavings in the kindling , then blows on it with utmost care , as if he were holding life itself . He shreds his money and business cards over the tiny flame . Suddenly , the evening breeze lifts the nest out of the kindling . Desperate , Chuck grabs it . Trying to shield it with his body , he grabs some palm fronds and jams them into the sand , trying to make a windbreak . They rustle and shake and blow over . The wind blows harder . Chuck jams some rocks in a circle to make an eddy . But the fire is out . No words now , just a loud , primal groan of pure despair . And then , into his vision floats . smoke . Chuck looks down . A wisp of smoke curls up from the nest of tinder ! Chuck blows on it gently . Suddenly a tiny tongue of flame flickers and catches on the kindling !He feeds in some more twigs , more tinder . The flames lick out , catch , grow .

The fire burns on the beach . Chuck rushes about , piling on driftwood .

Chuck darts into the jungle and returns dragging a huge log . He throws it on the fire . We see his face in the light of the fire . He is exultant . He dances . He sings at the top of his lungs . Papa - ooo - mow - mow ! Chuck throws another huge log on the fire . Papa - papa - papa - oooo ! The log splutters and explodes , sending up a huge shower of sparks that climb and sparkle in the darkness . until they merge with the stars .

Chuck makes a mark on the tree . Around it he carves a flame - the day he mastered fire .

Chuck sharpens his spear with his stone knife . Then he sticks it in the flame to harden it , pulls it out , checks it , scrapes some more .

Chuck wades in the water with his spear . Suddenly he stabs it down . A crab is on the end .

Chuck removes a crab from out of the fire and breaks a steaming crab claw . Chuck takes a bite of the flaky white meat . Ahhh . It tastes great . He takes another bite - and flinches .He fumbles for his Tylenol and takes two pills .

Chuck stands on the summit , looking in all directions . Then , something on the island brings Chuck 's eyes back from their distant focus on the horizon . From down on the beach , beneath the palm grove , there curls a thin column of smoke . Chuck lets a bit of pride creep into his face as he sees it . He kneels down and begins to build a signal fire .

Chuck curls up in his bed of palm fronds . The fire burns . Around it is a large stack of crab shells . He stares into the fire .

Chuck makes another mark on the tree . He has circled the tree with marks several times now .

Using a safety pin and some suturing thread , Chuck fishes carefully . Suddenly he jerks his hand back . On the end is a flopping fish .

Chuck takes a cooked fish off the fire and mixes it with some breadfruit . He eats the soft mixture , chewing carefully , but his tooth hurts even worse . There are only a few Tylenol tablets left . He carefully cuts one in half and swallows it .

Chuck arrives with the wood for the night . He stares out to sea as usual , but this time he sees something different . WHALES . He sees whales . Leaping . Broaching . Spouting . Water pouring off fins and flukes . Moving . Going somewhere .Chuck stares at them , stares until the ocean darkens and he can see them no more . It 's late now . Leaving , he takes one last look , as he always does . And another remarkable sight greets his eyes . There , on the horizon , just below the evening star , is a . LIGHT . He stares at it , fixed .But then he stares at it really hard .

A tree shakes and moves , quivers .then slowly falls with a CRASH !Chuck holds his surgeon 's saw over the stump . He walks to another tree and begins to saw his way into the trunk .

Up above the high tide line , Chuck lashes a log to a row of five logs already joined with vines .Chuck sews several designer dresses together with needle and suturing thread for a sail .He cuts bamboo for the mast . He carves driftwood for an oar . He fills gourds with water , stores breadfruit and coconut as he sings `` Fly Me to the Moon '' to himself . He ties the sail to the mast and extends it with a bamboo boom lashed on with palm fiber and video tape . He ties on the doctor 's kit and the FedEx box with the angel wings . He examines his handiwork : a finished raft . He brings out his old life preserver and puts it on , then grabs hold of one corner of the raft to pull it down to the beach . It does n't budge . He tries to pull it again . Nothing . He leans his back into it and pushes with his legs . Nothing . He collapses on the beach , his breath coming in heaves .He bangs himself on the head , over and over .

Chuck throws new firewood on the dwindling fire . It comes back to life . Meteors streak again across the sky . He stares at the indifferent stars . The moon is almost full . Shadows of palm trees sway on the sand .

Chuck stands by the edge of the water , which shimmers in the reflected light of the fire . A wave come in , licks at his toes . Lifts up a coconut husk , sweeps it gently out . Chuck watches , gets an idea .

He begins to dig in the sand by the raft . He grabs the oar and digs faster , making a trench up to where the raft is .

The rising tide floods water into the trench . Chuck rocks the raft back and forth . It floats ! As the wave recedes , it takes the raft with it . Chuck has to run beside it . CHUCK TRYING TO ESCAPE - MONTAGE Over and over , we see Chuck capsize at the reef . The first time he has a bandage on his leg . He tries everything - different rafts , different approaches , but each time the ocean spits him back .

Defeated and utterly exhausted , Chuck swims back from his latest failure . He wades back ashore with the FedEx box and throws it on the ground by the palm tree . He has tried so hard to escape , so incredibly hard , done everything humanly possible and beyond . He rips off his life preserver , throws it into the underbrush , then collapses on the beach .Chuck 's shoulders begin to shake , as he is racked with deep sobs of despair . And then he throws his head back and lets forth , from deep inside himself , a SCREAM of rage and anger and pain . The Scream pierces the indifferent natural sounds of the island , the rustling of the breeze , the lulling rhythm of the waves . It is powerful , disturbing , primal . The breeze picks up . Behind Chuck , the palm trees begin to sway . The tide is reaching up toward the beach . The waves crash louder . The palm trees sway even more . Chuck picks up some wet sand and rubs it on his body .A few DROPS OF RAIN begin to fall , splashing on Chuck and sizzling in the fire . Chuck looks up : clouds have obscured the sun . The wind blows harder . The rain falls harder , streaking the sand Chuck had rubbed on his body . STEAM sizzles out of the fire . Chuck looks up , disbelieving . The bottom falls out of the heavens - monsoon rain , more rain than you have ever seen before . A long wave rolls up , its frothy fingers reaching for the fire . Forget the raft ! Forget despair ! The fire could go out ! This is disaster !He springs into action . Chuck grabs an empty FedEx box . With his wooden shovel he frantically SCOOPS SOME COALS out of the fire as the rain HISSES and POUNDS at them . He slides the coals into the FedEx box , grabs some sticks of driftwood and sets off on a run .

Chuck runs through the woods , slipping and stumbling . Vines grab at him . The rain is so thick he can hardly see .

Chuck bursts out of the woods into the lava field . Smoke pours out of the FedEx box . The coals are about to burn through !

Chuck stumbles up the slippery rocks , dragging the smoking box . His face is drenched , desperate .

Chuck tumbles into the cave just as the coals burn through the FedEx box . Using the remains of the box , he desperately tries to scoot the coals into a dry spot . One by one , THE PRECIOUS COALS GO OUT . Dripping water off his hands and face , he pushes a few together with his fingers , ignoring the burns .He stomps on the driftwood and saws at it with his knife . He places this kindling on the coals . They sputter and sizzle . Barely catch . He fans them with the box . A tiny flicker catches , then starts to grow .SERIES OF SHOTS On the beach , Chuck desperately gathers more firewood in the driving monsoon . He can barely see . Driven by the storm , the waves are licking at the palm grove . He runs through the woods . Branches whip at his face . Roots tear at his feet , tripping him . He stumbles up the lava field . Sliding . Struggling . Barely able to breathe , the rain is so strong .

He dumps the firewood on the floor of the cave . But where the fire had flickered , there is only a pile of wet black ashes . THE FIRE IS OUT .

Chuck lies on the floor of the cave , shivering in the darkness as the rain falls . His fire is out , his tooth is killing him , he ca n't escape .

Chuck emerges from the cave . The rain has stopped . This is the absolute lowest . His face reflects his pain and despair . He 's trapped . It 's hopeless . Everything he tried to build is gone .

Chuck slowly walks out on the ledge . He stares down at the waves breaking on the jagged rocks far below . He lets go one hand . Then lets go the other . He is barely balanced . It looks like a wisp of breeze would blow him right off . He slides one foot to the very lip of the precipice . Suddenly his foot slips ! Instinctively he turns into the cliff , grabs for a hold ! One hand reaches for a nubbing of rock , slips off ! The other closes , his fingers straining to hold him . He breathes in deep gasps . He had wanted to end it , come so close .His deepest instinct was to survive . And that is what he is going to do .Slowly he pulls himself back from the edge .

Chuck walks aimlessly down the beach , feeling the burden of starting over . The beach is littered with seaweed and flotsam , bits of rope , plastic bottles . He picks up a plastic bottle . That will come in handy . The Chuck sees a SOCCER BALL with `` Wilson '' stamped on it in big black letters . He picks it up , holds it , tosses it up in the air . Then he kicks it , then kicks it again , then runs down the beach , trying to kick it and keep it out of the water . Feeling joy again , even here .

The sun is setting on his darkened cave . The soccer ball sits in the corner by the black cold ashes of what was once his fire . Chuck carves a bit of coconut meat , takes a bite and winces as the meat hits his sore tooth . He tosses the shell on a small new pile of shells . Chuck shakes out the last half Tylenol tablet . He puts the tablet in his mouth , then takes a sip out of his coconut canteen . When the water hits his tooth that hurts too .

Chuck mixes a mash of breadfruit and coconut . He tries to pack the tooth with the mash , but it 's so sensitive that even this hurts . He pounds the floor of the cave in frustration .

Chuck holds a stone chisel and his hammer stone . He positions the chisel against his inflamed tooth . But the thought of what he is about to do is too frightening . He lowers the chisel .

Chuck tries to fill his mouth with sea water . The pain is so great his eyes water .He falls back in the water and floats there , looking up at the sky .

Determined , Chuck hold the stone chisel again . He raises it slowly to his mouth and picks up the hammer stone .He brings the hammer down hard on the chisel ! The screen goes BLACK as Chuck 's SCREAM continues UNDER .

The sky takes on the first colors of the day . The ocean is still dark , but a few waves catch the first light . The sunrise touches the summit , moves down the cliff , then lights the cove . On the screen superimpose :REFLECTION - WATER A spear shimmers in the calm morning water . Attached to the spear is a man , standing completely still . ON CHUCK We move up out of the reflection to the real man . His legs are scarred . The remnants of a dress wrap around his middle . A stone knife on a neatly mounted haft is stuck in a belt made of videotape and woven fiber . Necklaces of shark 's teeth and shells hang from his neck . His hair is long . A coconut frond hat is on his head . The hand wrapped around the spear is scarred and brown as a berry . It holds the spear perfectly still . The watch is gone . We come around slowly until we see Chuck 's face . The eyes say it all . They stare out with a survivor 's intensity , staring at the water , unblinking . This is the man who used to splash futilely about in the water trying to fish . This is the FedEx man who was plugged into the tumult of activity and energy , surrounded by technology and human activity at its most intense , devoted to making seconds count . Now he is utterly alone , and utterly still . And now he has all the time in the world . Suddenly , without an once of wasted motion , he shoots the spear forward at a low angle . It quivers , stuck on the bottom . He pulls it out with a practiced twist . On the end is a struggling fish . But this is n't a thrill anymore . It 's another day at the office .

Chuck makes a mark on a palm tree . He has completely covered three other trees with marks . It sinks in how long he has been here .

Chuck carries the fish back from the beach . Now there is a well - worn trail .

Chuck enters with the fish . We are greeted with the well - ordered lair of a primitive stone - age man . Clam shell spirals weave in and out around the fire hole . Strips of eel jerky and fish hang drying from racks . Tools are lined up neatly : digging sticks , stone hammers and saws , spears neatly hafted onto shafts , drills , awls . Bits and pieces of feathers , skins , bones , rags , leaves - are all neatly arranged . Strings and cords hang from hooks . Coconut bowls and cooking rocks form a small kitchen . A raincoat and rain - hat woven of palm fronds is neatly draped over a frame . Evocative pieces of driftwood decorate the room . A wind chime of obsidian flakes sways gently . The watch hangs on a stick . The Angel Box has the place of honor on one side . On the other side the Wilson soccer ball rests on a throne of rocks . Seaweed has been placed on the ball as hair . Clam shells have been stuck on for eyes , other shells form a mouth . A tube shell and conch form a pipe .

The fish are being smoke under a palm frond . Eel skins hang from sticks , roasting . Chuck sits by the fire , hafting a stone knife onto a wooden haft . He ties some fiber to a stick , then braids it into string , using both hands and his mouth for the three strands . He ties the string tightly around the shaft . He does his work automatically .

Chuck eats some fish and some mashed breadfruit . He chews each bite , his eyes in distant focus . The firelight flickers on his face .

Chuck carries firewood up to the summit . He mechanically adds wood to the fire . As he does so , something out to sea catches his eye . He stops and stands up . CHUCK 'S POV - WHALES WHALES broach out past the rocky point . Spouts of water shoot into the air . ON CHUCK As he watches them , a light comes back into his eyes . He grins . There 's a big gap where his teeth had been . He turns and strides down the hill .

He heads across the rock bridge that once had so terrified him , without losing stride . It 's second nature now .

The signal fire burns . A spectacular cloudy sunset lights up the sky . Chuck sits with Wilson on the summit , a bowl of mashed breadfruit in one hand , a bowl of roasted eel skin in another . As Chuck watches the sunset unfold , watches the whales going by in the darkened water , he takes some roasted eel chips , dips them into the breadfruit paste , and offers one to Wilson . His voice is flat , monotonal .But Wilson declines .He takes a big crunchy bite .PULL BACK as the sun goes down and Chuck reaches into the bowl again and dips an eel skin chip in the dip .

Torch in one hand , Wilson in the other , Chuck walks across the rocky ledge . He passes the flume without even noticing . Suddenly his shoe breaks ! It 's sandal made of woven yucca leaves . He bends down and fixes it , then heads on down the ledge .

Chuck makes a casual leap , a leap he has made hundreds of times , but this time the sandal comes loose . It catches on a rock , and CHUCK FALLS ! His hands are cut and bruised . He tries to get up , ca n't . Chuck sits back and examines his foot . His fingers come back covered with blood . He reaches out to steady himself , and leaves a HANDPRINT OF BLOOD on the rock .

Chuck 's face is sweaty . He looks down at his foot . It is red , swollen , infected . He stands up , tries to put some weight on it . The pain is intense . Chuck sticks the scalpel onto some coals to sterilize it . He holds it over his foot , takes a breath , then jabs in into the wound . The pain is intense . Chuck passes out .

Chuck stirs , takes a drink , weakly tosses on another log , and collapses back on the floor .

Chuck wakes up , trembling , shaking , wet with sweat . He staggers up . His shadow sways on the wall of the cave . He struggles to get another log on the fire . He squints at his only companion , the soccer ball .He collapses again .

Chuck stirs and squints his eyes . He takes a drink of water . He is feeling better . He puts another log on the fire and slowly begins to chew on some breadfruit and dried fish .

Chuck slowly wades into the water , favoring his injured foot . But something feels different . He glances around . What is it ? And then he sees something , perhaps the worst possible sight . CHUCK 'S POV - SAIL A SAIL is moving steadily away from the island . CHUCK Throws down the spear and waves his arms .He runs into the water and starts to swim . He is so weak , however , he can only make a few strokes . He tries to yell as he swims .Choking and weak , he turns back and drags himself up on the beach . In the b.g. , the sail dwindles into the distance .

Chuck struggles to the top of the hill . His fire has been extinguished by the rain . In the distance , far against the horizon , he sees a sail - or is it a cloud ? The whiteness shimmers against the horizon . Chuck squints . Whatever it was , it is gone . Above him some contrails from jets mark the sky . Furious , he kicks his signal fire , scattering the burnt - out coals .

Chuck makes a new mark on his calendar tree . Then he stops . He CUTS an angry big line under the last mark , then hacks away at the palm tree , slashing it with the stone knife , ripping and marking through all his dates . Finally the stone knife breaks in two . Chuck drops the broken half and catches his breath .

Chuck enters the cave . No signal fires burn . The island is dark .

Chuck stands on the summit , staring out to sea . Nothing , not even a contrail , not even a whale spout .

He is on his way down , suddenly he sees something and stops . It 's the HANDPRINT , the bloody handprint , his own handprint . He slowly extends his hand and covers it , then pulls it away . Traces it with his fingers .

Chuck has the beginnings of an artist 's studio . Several large clam shells hold paint . A few egg shells are lined up . Brushes have been made from roots and feathers . Chuck covers his hand with paint and makes a handprint on the wall of the cave . He stands back and looks at it .

He chews some berries , then holds his hand against the wall of the cave and spits a dark blue mist around it . When he takes his hand away , the silhouette of his handprint remains .

With the Angel Wing Box as a model , Chuck dips one of his feather brushes in paint , and make a tentative line on the wall of the cave . He works hesitantly , rubs off a line , tries again .

Chuck is finishing his first figure , a crude portrait of a man - himself ? Hard to tell . He examines his work . He takes some shells and sticks them on as eyes . Chuck picks up Wilson , thinks .He takes some charcoal out of his fire and draws eyebrows on the ball . Then , he mashes some berries , dips his fingers in the juice , and makes lips . He sticks shells on with clay for eyes . Then he looks at the face .He sits back and regards his companion . He gestures around the cave at the new paintings .But Wilson does n't have an opinion .Idly Chuck takes down the Angel Box .For a long time he studies the wings on it . With a stick , he tries to draw a similar wing on the dusty floor of the cave . Dissatisfied , he wipes it away . He looks at the Angel Box . Casually he reaches over and cuts it open with a stone knife . Inside he finds two bottles of green salsa . And a letter . He reads over it .Visibly moved , Chuck puts down the letter .

The monsoon pours down . Wind whips the palm trees . The waves are gray and angry , tearing at the beach .

As the rain pours down outside , Chuck studies the sodden , ruined photograph of Kelly , which is really only a gray mess .Chuck dips his finger into one of the bowls of colors and streaks it slowly across his face . To exorcise his loneliness , he will paint on the most expressive canvas there is : his own body . CHUCK PAINTING HIMSELF - MONTAGE Close - up on scarred fingers , as they paint on Chuck 's face and body . Color on skin . Tight dramatic shots of Chuck being transformed . Chuck takes white paint and covers his hand . Then he presses it into his chest and makes a handprint . He draws a yellow spiral on his leg , then takes red and makes jagged lightning bolts on his chest on either side of the hand . WATER Shimmers in a gourd . Chuck 's face swims into focus . It has been painted white . Looking at himself in the reflection , he dots on blue stars with dark blue from squid ink .

The rains have stopped . The island is washed bright and green . ON CHUCK As he stands up in the cove . His face is white with blue stars . Handprints circle his torso , flanked by red lightning bolts . Braided cords circle his biceps . Bone necklaces hang from his neck . Feathers jut out from his hair .

Chuck goes from tree to tree , making handprints along his path . Chuck was here . This is his mark .

He covers the calendar trees with handprints . Then stops . Sees something . Eyes fixed on the beach , he walks toward the shoreline .

Chuck emerges from the palm trees , and now we see what he had seen . A FIFTY - FIVE GALLON OIL DRUM . And another one . TWO . Chuck stares at the barrels .

Chuck sits staring at the oil drums . It 's almost as if he is hesitating to take advantage of them . That he may not want , really , to leave now . Then his inner struggle ends .

Using a palm tree as a fulcrum , Chuck hauls hard on a rope made of vines , pulling the barrel up off the beach .

Chuck throws aside palm leaves , revealing . the remains of his raft .

Chuck is drawing with a purpose now . And we see what he is working on . The plans for a raft .

Chuck lashes the barrels onto the raft . Checks the knots . Lashes more rope .

Chuck constructs a water collection device with some FedEx boxes , some plastic weighted with a stone . Explains it to Wilson .

Chuck loads the raft , which rocks gently in the cove . He has a sail made of designer dresses sewn together with fiber thread . A sea anchor secured by videotape woven together into a rope . Plastic bottles filled with water . A signal kite made of FedEx paper . Then comes the FedEx box with the angel wings . Then Wilson .And he gently leads the raft into the lagoon .He jumps onto the raft , begins to paddle out toward where the surf crashes onto the reef .

Waves break against the reef . With his paddles Chuck maneuvers the raft toward the cut in the reef . Boom ! The wave crashes , the water surges through the cut , then recedes with a whoosh . Chuck watches , times the waves , paddles like mad . He 's committed . SCRAPE goes the first barrel , then the second , riding the receding wave . He 's out ! But the next wave is already surging forward . It smashes the raft against the reef ! Coconuts and foodstuffs hurtle off the raft ! The barrels cushion the impact . The raft tilts , spins , but stays outside the reef ! The ropes holding the jugs of water break ! The water sweeps overboard ! The wave recedes again . Chuck recovers , paddles with all his strength , and then he 's clear of the breakers ! For a long moment he floats on the rollers , getting his breath . The water jugs float away , carried by the waves back into the lagoon . Chuck could go back and get them . If he were being prudent , he definitely would . But he 's out . He might never get back out again . He stares at the lagoon and the receding water jugs . Then he stares at the island . Goodbye to all that .He turns and begins raising the sail .

Powered by its multicolored makeshift sail , trailing its gently flapping signal kite of FedEx paper , the raft slowly moves away from the island , out toward the open ocean . And we pull back until the ocean swallows the tiny raft and then we TILT DOWN AND .

The ocean again , low . The raft floats into frame . A trace of a breeze flaps the signal kite , which barely stays aloft , its rope frayed and tattered . The still is set up in the middle , plastic with a rock weighting down the center . Chuck is gaunt , his clothes rotted . He lies looking over the side of the raft , spear in one hand , staring intently at the water . Dorados swim like specters , flashing and darting . Chuck stabs with his spear . Stabs again .Exhausted , he sinks back to the raft . Two Dorados leap into the air ahead of him . Chuck tries to stare again into the water . He spots another fish , a flash of silver under the surface . Chuck struggles to his feet , raises his spear . SPLAT ! Something strikes him in the chest , almost knocking him into the water . On the raft we see flashes of silver and green and blue . A FLYING FISH . Chuck dives at it , catches it , loses it .He catches it again just as it almost flops over the side .

Chuck sucks the juice out of the head . He chews meat off the tiny rib bones . Chuck is in the stage of malnutrition , vitamin deprivation , salt insufficiency , and exposure where the personality splits and becomes external . Like all castaways , he has conversations with the two sides of himself .BadChuck wins . Chuck keeps eating . He stares up at the sun , which beats down unmercifully .

Stay calm, identify the problem. Problem, rope fraying. Solution, fix rope.

Okay look, I know you're tired, I know you're thirsty, but give it one more shot, you've just got to do a little more.

Ca n't kill another one. Ca n't. Ca n't kill my friends anymore.

Grow up, stop being such a baby. Other people get through a lot worse.

I know there's a moral here, God, but right now I'm just going to eat.

Bless us O Lord, and these thy gifts and Christ and the bounty about to receive, or something. amen.

You know, Wilson, every now and then we should say thank you. Thank you God.

The music ends. We go back to the table. The waiters have brought dinner. New York Strip with Bordelaise Sauce. Mushrooms in brown gravy. Roasted potatoes with garlic and rosemary. Green Beans with almonds. Fresh biscuits and cornbread, dripping with butter. A nice salad with ranch dressing. A jumbo shrimp cocktail.

For dessert, we have pecan pie a la mode, we have a double chocolate cake with creme anglaise, we have a nice pear torte, fresh key lime pie, or perhaps if you care to wait a few minutes, a grand marnier souffle?

I'm serious. I'm always going on about me, me, me. Enough about me. Your turn.

Do n't shirk, do n't procrastinate, do n't be lazy. We're okay today. We're okay today.

With what? There's nothing to fix it with. This rope comes undone, you're going to drown.

Look, just slip off the raft. The ocean would feel so good, the water's so soft and warm. Take a little swim. Sleep.

That's death knocking, knocking on your door. Crazy little woman come knocking, knocking at my front door.

They're never going to see you. You're just another piece of trash in the ocean.

They're always on autopilot. Or else it's night, or you're in the sun, or you're in the trough of a wave. They'll never see you.

What did it matter if FedEx was five minutes late one day? The next day we just start over again.

The raft drifts . Chuck has taken down the sail and rigged it as a canopy . Drenched with sweat , Chuck lies on the raft , trying to sleep . He dabs at some sores that are ulcerating his body and wo n't let him get comfortable . Plus , there 's a chaffing , squeaking sound . He looks around for the source . We see it with him . One of the ropes is frayed and about to break . If it does , the logs will come apart from the floats .Chuck comes to his knees . Then sinks back down .Chuck tries another tack . Sweet reason .That stops GoodChuck for a moment .He holds up the pathetic little jar with its few teaspoons of murky water .Slowly Chuck gets up , lifts up the water jar , and takes a swallow . Then another .Then another .

Chuck works to braid a new rope . He is focused , concentrating as hard as he can , but everything is slow and hard and he 's weak and clumsy . He tests the rope , but it does n't hold .He gets an idea , starts to pull the signal kite in .The kite rope is much thinner than the rope he had used to tie the logs , but it 's all he has . He ties the log with the kite rope . Exhausted , he lies back down .

The moon is full . The waves cast off shadows on the ocean . Chuck is staring into the sky , trying to find a star to navigate by .We hear the fraying sound again .

Chuck saws at the outer log with his stone knife . Across the water comes a storm . We can see it like a waterfall moving toward us .He looks at the deteriorating rope , at the rotting sail .Chuck pushes the outer log away , then takes the loose rope and begins to lash it around the center logs .The raft is rocking . The waves are stronger . It 's hard to tie the logs together . Rain falls like a sheet on Chuck .Chuck works frantically in the rain , trying to tie the rope . Finally he does . Then he scrambles for his water collecting funnel , struggles to pull it up . One corner is stuck and collapses . Desperately he rights it , pulls the funnel up . Drops begin to run down the sides and collect in the jar . Soaked , Chuck stares at the water as it rises . Then the rain stops . We see the line of rain recede away from Chuck , spattering the ocean . But all around him the ocean is calm again . And out comes the sun .

The raft floats on quiet seas . The sky is blue , with few high cirrus clouds so motionless they seem pasted on . Chuck lies on the raft , sick and weak . Suddenly , from the depths beside him , silently rises a huge shape . A SPERM WHALE , still mainly submerged . The blow hole is near Chuck , wet and pulsing like giant lips . The eye of the whale is only a few feet away . It looks upon Chuck out of an intelligence deep and alien . He slowly comes to his knees and stares at it . The blow hole opens and WHOOSH , out shoots a geyser of fine spray which settles on Chuck in a mist . The whale rises farther , dwarfing the raft . From the whale comes a deep sound like a foghorn . Startled , Chuck jumps back , rocking the raft . He catches himself , slowly reaches out and touches the whale . The whale blows again , drenching Chuck in more spray . Chuck touches the whale again .Very slowly it drifts along with the raft .We look right into the whale 's eye . Beneath the surface we can see the huge jaws open and close .Very slowly the whale moves ahead of the raft , its vast body passing Chuck .Chuck rips a fillet off the line and throws it in front of the whale , which ignores it .The whale slowly sinks , then suddenly arches its huge back and heads straight for the bottom . For a moment , all that remains are the flukes , black and vertical against the dark blue sky . With one swoop , those flukes could destroy Chuck and his raft . But they do n't do anything except slowly sink . Then it is gone . We are on Chuck 's face as he stares at where the whale had been , the surface marked only by a ring of concentric ripples that reach out and gently rock the raft .

Chuck checks the water . It is green and full of floaties . It looks awful . He takes the jug , puts it to his mouth , and drinks . Instantly he throws up back into the jug , barely keeps from dropping it .He dips his hand into the ocean , splashes some sea water on his face , splutters it out , then licks his lips . He is so thirsty . He looks at the water jug , full now with his own vomit , turns away , begins to work on the sea anchor again . But the work makes him even thirstier . He looks at the jug again . Picks it up . Takes a long drink .

The fish return . Chuck gets up with his spear , then puts it down .Chuck listens . Does n't hear anything .Chuck picks up the spear , stabs it , misses . Suddenly he has a fish on the end of the spear . It struggles , he scoops it onto the raft , brutally pounds on its head , twists the stone knife into its spine . The struggling stops . Chuck looks at the dead fish and begins to sob .He cries uncontrollably . As he cries he cuts off the head , pulls out the eyeballs , and eats each one . Then he sucks the marrow out of the head . Then takes the heart and eats that . Then eats the liver . As he is chewing , he cuts the meat into strips . When he is done , he takes the backbone , breaks it , and sucks on it . Fish scales shine in his hair , blood covers his chest .

The raft rocks gently . Chuck looks up . The strips of fish are glowing . So is the deck where he killed the fish . He reaches out to touch the fish strips . His hand is glowing too .Suddenly he sees other lights . A ship . A ship is out there . And he hears it , a humming in deep register . He waves his hands . He yells .His voice cracks , we can barely hear it over the ocean . The lights move on .His raft is rocked by the wake , rocked hard . Chuck is thrown into the water ! He comes to the surface , sputtering . Where is the raft ? He looks one way , then another . Darkness . This is the worst . He turns again in the water . There , dimly , he can see the glow from the fish he killed . The glow saves his life . He swims toward it . He pulls himself back on the raft . He lies there exhausted , the glow from the phosphorescence casting a greenish light on his face .

Clouds are building up . In the distance lightning flashes . The clouds come closer . Little bits of electricity jump off the mast . Saint Elmos fire jumps around Chuck 's hand . Fascinated , he holds out his hand . The fire jumps from his hand to the mast . Suddenly lightning shoots from the sky and strikes the ocean ! A huge spout of water explodes like a depth charge . The CRACK is intense , then rolls away . Chuck stares , then realizes the danger and throws himself down on the raft . Suddenly a wall of rain sweeps over him and the ocean begins to roll . The thunder is deafening . Lightning flashes bursts through the rain .Frantic , Chuck lets out the sea anchor as the raft scuds down a huge wave . The anchor catches , slowing the raft so that it rides the wave down . The waves come at him high as houses . The raft rides up one side , then plunges down the next . All Chuck can do is hold on .

The storm has passed . The raft floats on big dark rollers . We hear the chirping and squeaking of dolphins . They come close to the raft . Chuck watches them play . Then realizes they are chasing his fish . They drive them along , into the path of another dolphin , who darts in and rips into the dorado , turning the water around the raft into churning , bloody foam .He takes his oar and begins beating the water . The killing continues .Suddenly the water is still . One dolphin sticks its head out of the water and stares at Chuck , squeaking . Another dolphin lifts its head up , then another . They squeak to each other , clearly communicating and talking about Chuck .He splashes the water with his oar . They dive , then jump into the air , squeaking as they go .They 're gone .He begins to laugh .

Chuck tries to stretch with some simple yoga . Each movement takes forever . He rolls over onto his stomach and tries to do a pushup . He ca n't . Collapses onto the raft .Tries to do another pushup . Ca n't .He rolls over .He looks at the ocean . They 're in a line of garbage , a thick slick of debris dumped off of ships .He closes his eyes . After a minute they come open .They slowly close again .His eyes come open again .He hums Beethoven 's fifth . BA BA BA BUM .He hums to himself , begins to sing , Beatles .He pulls in the loose sea anchor rope , which is covered with barnacles . He scrapes the barnacle off the rope into the water jug , then sips it . The sun is setting , huge rays shoot out across the sky . Out of the empty ocean the Dorados suddenly appear , leaping flashes of silver right by the raft . One Dorado swims right by the raft , broadside . Chuck looks at it , uncomprehending . Then slowly reaches for his spear .Carefully he comes to his feet , then shoots the spear into the fish . Flapping and struggling , it lands on the deck . Chuck pounces on it .

He cuts it open . The other Dorados ram the raft in fury , like a lynch mob .The banging continues .He concentrates on his work , then sits back on his heels in amazement . There 's another fish inside . He holds that fish up , stares at it , then cuts it open . There 's a smaller fish inside it .He pops out an eyeball , then another , and crunches them between his teeth . He takes the heart and liver , starts to eat , then stops .He struggles to remember .He eats them .

Chuck splashes sea water on his face . Adjusts the water still .Chuck picks up the smallest fish . It 's half digested . He washes it in the ocean , trigger fish come up and nibble at his fingers .He cuts the small fish and hangs it on the stays .Suddenly something bumps the raft . Hard . Then again .Fins cut the water . SHARKS . A big hammerhead bumps the raft . BadChuck hums the theme from `` Jaws . '' Chuck takes his spear stabs at the shark .Another one circles in , bumps the raft .The shark circles again , that big hammerhead like a nightmare .He stabs at it with his spear . He might as well have stabbed concrete . The shark circle , Chuck stabs again . But the shark is gone .Stabs again and again at the empty ocean .Chuck kneels , wavering , on the raft . The ocean is calm . Suddenly , BUMP . The raft tilts . Chuck hangs on . Then a shark appears , just out of spear range . Its lifeless black eyes seem to stare right through Chuck . If the Dorado was a gift from God , this is a message from Hell . Then the shark is gone .

Chuck lies back on the raft . He is humming .He smiles at the thought .Thinks about that , it spoils the picture .He closes his eyes . This is the greatest fantasy .Chuck thinks over the options , thinking of each one .He rolls over . There , square in his vision , is a ship , its form coming in and out of a low haze . Chuck jumps to his feet . Waves . Screams .The ship moves on . We can see the decks the rigging , the vastness of it . Chuck realizes he is naked . Struggles to pull on the remains of his pants finally holds them like a diaper with one hand as he continues to wave . On the ship no one is to be seen . It is a spooky sight . The big tanker moves on . We are on Chuck 's face . Passed up again . Then he realizes what is about to happen . He throws out the sea anchor . He throws himself onto the raft and grips it as tight as he can , wiggles his feet into the ropes .Then comes the wake of the ship . It rocks the raft like a piece of flotsam . The raft rides high up on the wave , then shoots down it , but the sea anchor holds , and the raft slows and rides along with the wave . And then the sea is calm again . Slowly Chuck sinks to his knees . His hand lets loose his pants . He lies down on the raft and imagines the conversation with the ship 's captain .The depression comes back again .Chuck picks up Wilson .He holds Wilson close to his chest .He lies on the raft and holds Wilson close . We move up until we see -

Would you do us the honor of joining us? We're just sitting down at mess. Pork chops and gravy, cranberries, baked potatoes with all the trimmings, fresh - baked bread, apple pie.

Chuck lying curled up on the raft , Wilson cradled in his arms , and all around the vast empty ocean .

Chuck slowly wakes up . Sets Wilson aside .And the other Chuck begins to laugh .The laughter goes on .He stands up and checks the horizon .Suddenly Chuck sees something on the horizon . A bank of clouds . A cone of - land . He squints , stares again . The clouds part . It looks like - his island . Chuck does n't know whether to feel joy or despair .Chuck squints .Chuck picks up the soccer ball , holds it up , and stares out at . ocean .

Chuck slowly writes on the sail .He sits back , looks at the mock headstone .He goes on writing .The waves begin to grow , the ocean turns a slate gray . Far above him , great frigate birds circle . Suddenly one dives on a booby which has caught a fish . The great frigate bird swoops all around the booby until , panicked , it drops the fish , which plummets toward the sea . With a graceful dive , the huge bird grabs the fish and then soars up on a thermal , high into the sky . Lightning flashes back and forth across the horizon , which is turning black and dark . Thunder rolls .

The raft goes up and down huge waves . Every few seconds lightning flashes , illuminating the raft and Chuck holding desperately to it , his eyes wild with fear .

The sky clears . The waves are still big . The fish are back . And then come the sharks , cutting through the water . Chuck ca n't get up to get his spear , he just has to watch as blood darkens the water . And then the sharks are gone . Chuck comes to his knees slowly , then a big wave hits . Wilson is swept into the ocean ! For a moment Chuck is uncomprehending . He watches as Wilson slowly floats away .Then he dives in to the water ! Swims frantically after Wilson . Wilson floats away from him . He swims , but he 's so weak . Finally he gets to Wilson . He reaches out , but only pushes the ball farther away . It bobs on the waves . Chuck treads water , exhausted . Where is the raft ?Then he turns back the other way . The raft has drifted by him . He can go after Wilson , or he can go after the raft .He swims toward the raft , barely moving . No matter how hard he swims , the raft seems to recede from him . Finally he reaches it , hangs on the side , breathing hard , choking , crying . He struggles to pull himself on board . But he is weak , so weak . He ca n't do it . Summoning some primitive reserve of strength , he tries again . This time he slides on . He lies on the raft , panting . Then with all his strength he pulls himself to his feet , holds on to the mast , scans the ocean for Wilson .Nothing but waves . This is too much . Chuck starts to cry .

Chuck takes a swallow of water , washes it around in his mouth , then swallows . With his wet tongue he licks his cracked lips . The sun breaks through the clouds . With what strength he has left , Chuck raises the canopy , fastens it . He sits in the meager shade , his head between his knees . Closes his eyes . Just for a minute .

A different sort of shadow crosses Chuck 's face . He opens his eyes . There , riding right beside his raft , is a ship , a huge rusty tanker . Someone shouts down in a language we do n't understand . Chuck sits up , ca n't believe it . Struggles to cover himself .

Chuck is lifted up the rusted steel side of the boat in a Jacob 's ladder .

Chuck steps on board , ca n't support himself . The crew gathers around . None of them speak English , but there is a spontaneous outburst of human connection . One man brings some water . Another a blanket . Another some warm tea . Chuck sits there , shivering now .Deliriously happy . Delirious .

A cavernous hanger - sized ward brightly lit and filled with row upon row of hospital beds , each with its table , side chair , and lamp , each with a stainless steel bedpan and neatly folded sheets and blankets stacked ready to use , and each completely empty . Except for one . And on that bed we see Chuck , in a blue hospital gown . An IV drips into his arm . He plays idly with the remote control of the bed . He raises the head , then the foot . He pushes another button and the knee rest bends the bed again . A DOCTOR enters , carrying a thick chart . Chuck gives him a big manic grin . Malcolm MacDowell in `` A Clockwork Orange . ''He checks his blood work records .Chuck has been trying not to laugh . Now he ca n't stop himself .Chuck ca n't seem to help laughing at everything .Chuck laughs again .He starts to laugh again .Chuck stifles his laughter .The laughter again . Unsettling .Chuck gives his biggest smile .

Under the circumstances your overall health is good. Those salt water boils you picked up on the raft are ulcerated, but they're healing nicely.

Hemoglobin's 10.8 - you're anemic, that's why we're giving you iron. Potassium's low - we're giving you an electrolyte solution with your IV. Sodium's over 150, way too high. You may experience swelling in your extremities as you rehydrate and discharge the salt. In spite of your dietary deficiencies there's no sign of mental deterioration.

Dehydration. Vitamin deficiency. Protein deficiency. Any or all of the above.

And fish are very low in fat, which is energy inefficient. So you're going to burn up your own cells no matter how much you eat. Luckily you ate the eyes and pancreas, which contain some Vitamin C, so you did n't get scurvy.

Your body chemistry and your exposure to the elements would normally lead to irritability, depression, anxiety, periods of self - reproach. It's almost like schizophrenia. Different sides of your personality might come to life, speak out, act out.

Doctor Hegel tells me he discussed the Vietnam POW syndrome with you.

You are aware of the potential disruptiveness on your loved ones when you return to your old life?

Well, when that IV runs out, you're through with us. Just the dentist tomorrow.

Rolling his IV , Chuck walks very slowly out of the ward . Every step is an effort .

A small windowless room with only a desk and a phone , lit by a fluorescent lamp . Chuck is listening to the phone ring . Kelly answers .Chuck is overcome for a moment , ca n't say a word .For some reason he ca n't keep himself from laughing . He covers the mouthpiece and laughs . And then we hear a dial tone , harsh , mechanical , final .

We hear a faint persistent hum . Chuck looks around , trying to locate the sound . He looks up , focuses on the fluorescent light , that background sound he can no longer tune out , then picks up the phone again .

Stan answers the phone .The laughter again .And again we hear the dial tone .

Chuck 's on the phone again .There 's a long silence . Then we hear Stan 's voice .Chuck begins to laugh , a little too loud , a little too shrill . He 's on a high .

A terrace by the ocean . Tables filled with diners . Food being delivered by waiters . So simple , eating . So taken for granted . At one table sits Chuck , dressed in a Hawaiian shirt and shorts , with a half - dozen plates in front of him . He gestures to the waiter . Bring me more . It all tastes so damned good . Behind him is the ocean . Chuck does n't glance at it .

An attractive DENTAL TECHNICIAN with an Australian accent cleans Chuck 's teeth with an ultrasound device . She 's close , very close . Chuck looks up at her . She looks really good . She smiles at him , then touches the gap where he knocked out his tooth .Chuck shakes his head : no . She scrapes behind his front teeth .Chuck opens his mouth even further . The technician talks on in the self - absorbed way dental technicians sometimes do , that constant babble of human contact which Chuck has not heard for four years .Chuck nods . I follow you .Chuck does . Stan bursts into the room .Chuck struggles out of the chair .They are both almost overcome . Stan holds Chuck by the shoulders and looks at him .Chuck laughs , thrilled to see Stan .Stan notices the technician .He says this with an absolute straight face , holding back the laughter with great effort . Instantly there 's this connection again between him and Stan .And he and Chuck make eye contact and we see a glimpse of their shared unspoken irony .Chuck stares sharply at him . Kelly ? Stan nods , but there 's something he wants to say .That 's not all Stan wants to say . But Chuck is limping out the door .

Typical dentist waiting room . Chairs , tropical fish tanks , magazines , a few waiting patients . and Kelly , looking nervous . Slowly and painfully Chuck enters . He 's quite a sight . She stands up . There 's a long moment where they look at each other . Then she comes into his arms . Holds him tight . She 's part laughing , part crying .Chuck is happy , he 's still riding the high .Well , maybe a little , but who cares ? He has n't been hugged or barely touched in so long .She disengages , looks at him with that old smile .He meets her gaze , looks her over with a smile .He notices the ring on her hand .His responses come so quick . Chuck seems blissfully sure of himself .Kelly nods .Kelly fishes for a photo , shows it to Chuck . It 's a little girl with a dog .Chuck laughs . It is funny , sort of .Stan appears , takes in the scene . The few patients waiting are edged into the corners , trying to look occupied with something else .

Chuck 's raft sits up on a dock . Kelly stands staring at it . How small and fragile it looks .Stan examines the ropes around the logs .Kelly points at something on the raft .He 's not feeling sorry for himself . It 's just a fact .They look at the tiny raft . It speaks for itself .Kelly notices the sail , sees the writing on it .Kelly reads it to herself . Her eyes are moist .And he seems really to believe it .And he leaves .This interests Chuck to no end .He tries to put it into words , is n't quite sure how .Kelly looks down at the raft . It 's so small .He has something more to say . She waits .And that 's the point , is n't it ? We are social animals . No man is an island .And the laughter comes again . Kelly grins , embarrassed , a little worried .She stares at his face , reaches out , touches it again , this time with great tenderness . He nods , her touch feels so good . A wave of emotion comes over her : pity ? love ?We hear a distant beep - beep , discrete as a car horn can be .They hold each other . For a long time .Chuck grins .Then she heads for the waiting car . Chuck stands by his raft , watching her go .

Chuck and Stan ride on the plane . Chuck is coming down off his survival high . He has the Angel Wing FedEx package with him .Stan pulls a flask out of his bag .Stan takes two glasses from his bag , rests them on a FedEx container , and pours the whiskey .Stan hoists his glass .Now 's when Stan gets to the question he 's been wanting to ask , that Kelly wanted to know , that we all want to know .Chuck stares at him .Stan looks over at him .Stan sits back , repulsed but relieved .He pours another drink .He takes a sip of his drink , just savoring it , thinking .All those things Stan used to tell him .He thinks some more .He looks out the window .And Chuck has . Big time .

The MD - 11 taxis up . As usual , the SuperHub is a frenzy of activity . A loading crew stands ready , forklifts poised . Even this plane carries packages . PHIL STEELE , the chairman of FedEx , Leslie , Becca , Dick , and other executives wait on a special podium near the gangway . Everyone looks different - older , a mustache here , a thickening around the belly there . Behind a barrier a cluster of cameras film the scene . The plane cuts its engine . The stairs are rolled out . Forklifts and gangways move forward . Cargo doors open . Chuck appears in the door . He holds the FedEx Package and a small travel bag . Chuck blinks against the lights and the glare . Stan is right by him . Everyone bursts into APPLAUSE AND CHEERING . After four years of total solitude this is completely overwhelming .Chuck smiles .And Chuck waves . He 's overwhelmed by all the input . Stan steers Chuck down the steps as the cheers continue . At the bottom of the steps Roger steps forward . The two brothers embrace each other . After a moment Roger disengages . Mary gives Chuck a hug .He looks around at the crowds .Stan nudges Chuck . Time to go to the podium .Stan and Chuck head for the podium . All the loaders and operators and package scanners begin to applaud . Chuck smiles , then laughs , getting into the emotion . He keeps up an almost indecipherable babble underneath the cheering . Occasionally he sees someone he knows .

Chuck makes his triumphant way through this amazing collection of cheering people like Moses parting the Red Sea .

With a big smile Phil Steele holds out his hand to Chuck .He steps to the microphone and addresses the SuperHub .

This is an extraordinary moment. And it should be marked in an extraordinary way. With something we have never done since this company was founded.

Four years ago we placed this plaque in honor of Charles Noland, and two just like it in honor of Al Morris and John Durham, the two brave pilots who went down with him.

Chuck endured years of hardship and loneliness. Like Lazarus, Chuck has come back from the dead. Chuck, this is your family, all of us. So it gives me great pleasure. to take this plaque. and to present it to our long lost son. Welcome home.

All over the SuperHub , belts come to a halt . Forklifts stop . Tracking stations shut down . The vast flow of packages is suddenly still . The incredible din of activity is suddenly quiet . The stillness and the silence are unexpected and palpable . Thousands of workers stop as well , staring either up at Chuck directly or at his image on video screens . We hear Phil 's voice piped in .

Phil holds a plaque .As he talks , we stay on Chuck , who is taking in this amazing scene , not really listening .He hands the plaque to Chuck . Chuck acknowledges the cheers of the crowd .Everyone applauds .He laughs , a short brittle laugh , composes himself .He looks over at the hub .He points at some high tech equipment on the edge of the shed .He looks around at everyone , does n't know what else to say .The tension is broken . Everyone laughs . Phil Steele motions with his hand . Let it be done . ANOTHER ANGLE - WIDE The vast , incredible machinery creaks to a start . Everyone shakes Chuck 's hand as he leaves the podium . As he heads for the car , REPORTERS shout questions .

We are assaulted by a surge of light , motion , activity . Snaking lines of traffic in both directions , big overpasses , the city rising beyond . Stan drives with a certain aggressiveness . Chuck looks out at the traffic , at all the activity , at the vast intricate anthill of humanity going everywhere and nowhere .He swerves into another lane .He grins , cuts across to the exit .Chuck stares at him . Are you kidding ?Right .

Stan and Chuck are in the office of a TECHNICIAN who is working away at his computer . The Technician pulls the bar code from the Angel Wing FedEx box up on his computer screen .He works some keys , waits .He holds out a badge .He starts to pull up the data .

Chuck leaves the motel , the Angel Box under his arm . He ties it into a pannier on the side of a bicycle .

Chuck sneaks up to a craftsman cottage and stands by a tree with a swing on it . Inside we see Kelly making dinner for her husband , who plays with their daughter . For a moment Chuck watches through the window , and we watch with him . Then the dog begins to bark .

Chuck walks through the cemetery late at night . He comes to his gravestone , stares for a long moment at the inscription , then takes out a spray can of paint and puts a HANDPRINT on it . He gets back on his bicycle and rides away .

Chuck negotiates an overpass crossing an Interstate Highway . Headed in both directions , cars whoosh by beneath him .

Chuck rides down a narrow road , shrouded in mist . Moss drips from the trees reaching over the road . A car goes by . Then another , their lights like halos in the fog . It 's a mystical scene , a passage .

Chuck gets off his bicycle in the rain and walks toward a roadside cafe .

Chuck draws on a paper place mat as he waits for his meal at a counter . Above the counter the television plays .The waitress sets a plate down in front of Chuck , turns to watch . On the TV we see an Australian correspondent standing on Chuck 's beach .Chuck is staring at the screen , seeing his cave , seeing all those years .On the screen we see a photograph of Chuck . The waitress looks over at Chuck . The other clients look at him too .The waitress comes over .Chuck looks down at his doodling . Hesitates . Then signs his name .

And here's more from Dingo Dodd, our Australian correspondent, on the extraordinary story of Chuck Noland, the modern Robinson Crusoe.

Shark infested waters! A deserted island! Surrounded by reefs! Accessible only by helicopter! For four years Chuck Noland survived here alone, eating fish, coconuts and clams, his only companion a soccer ball.

I'm now in Chuck's cave where he passed the lonely nights, painting on the walls like some prehistoric caveman. What did Chuck feel? These paintings tell the story, but only Chuck knows what they mean. And he's not talking.

No charge, honey. But could you just sign that place mat for me?

Thousands of chicken carcasses hanging on hooks circle through the huge processing plant , a vast structure on the scale of the SuperHub or the Hospital . Chuck 's Mom , dressed in white with a hairnet , enters a windowed office in the b.g. Through the window we see her hug Chuck .

Chuck eats a Southern fried drumstick . The table is full of home - cooked food .Chuck gestures , no , I 'm full . She puts down the spoon .He looks around the house , everything in its place . His mother has been here for forty years . There 's a big crack running down from the ceiling .She studies him for a moment .He does , but that 's not it entirely .She looks at him . She knows her boy .She looks at him , thinks about this .

Chuck rides away from the small neat frame house , down a country lane with trailers up on blocks .

Chuck rides on a ferry , the wind blowing his face . The sky is gray and drizzly . He smells the salt water . Watches the waves .

Chuck asks for directions . A kid in baggy pants and no shirt points him down the road .

Chuck emerges from the restroom wearing a FedEx shirt and shorts .

A classic beach house . Sand dunes , stilts . Carrying the Angel Wing Box under his arm , Chuck checks the address in his hand . Mounts the steps . A light mist falls . You can see the Gulf behind the house , gray and moody . A WOMAN , BETTINA , answers the door - THE woman from the beginning . She wears cut - off jeans and a blue work shirt covered with paint . There 's a tattoo on her ankle .The woman stares in disbelief at the package she has n't seen in years and never expected to see again .Chuck displays a FedEx badge .Bettina notices Chuck 's bicycle .Bettina stares at the package , her own memories coming back .She holds the box and studies him for a long moment . Something - the look on his face , the extraordinary reappearance of this long - lost package - makes her curious .She lets Chuck in the door .

I ca n't believe this. I - I - They are. You're a gifted artist. You're into something very powerful. Primal. Truly.

Ladders . Scaffolds . Huge paintings are everywhere . Paintings of wings and angels - like the package . Chuck stares at them . Bettina watches Chuck stare .

Bettina pours some coffee . The package sits in the counter . Some magazines are spread around , including a People Magazine with Chuck 's photograph on the cover .They smile awkwardly at each other . She starts to open it .She 's opened the package . She pulls out the bottles of salsa and the letter .There is a moment where neither knows what to say .Her eyes start to register recognition . She glances at the magazine with Chuck 's picture on it . She picks it up .Chuck thinks about that . After a moment , he grins .Chuck sits back on the couch , taking in the sight of the ocean in the light rain . He looks over at all the canvases , the easel , the palettes . The wind rustles the palm trees around the house . The surf crashes and rustles . Familiar sounds . Island sounds . He relaxes a little . Maybe the package with the wings was a sign , he kept it all these years precisely for this . Then there 's a sound of a truck in the driveway . The engine cuts off . There are steps on the porch . The door opens . A tanned muscular MAN in neatly kept work clothes comes in , hangs a tool belt on a hook by the door . He looks at Chuck with a relaxed , even stare , as if seeing a man in a FedEx uniform sitting on his couch is not an unusual occurrence .The Man nods at Chuck , goes into the kitchen . We are on Chuck 's face . Who 's this ? We hear muffled laughter from inside .

Come back anytime. Coffee's always on. Do n't even have to bring us a package.

Arms around each other , the Man and the Woman say goodbye to Chuck . In the front yard is a panel truck painted with two angel wings . The Man grins at Chuck , an easy , friendly grin .Bettina hands Chuck a sheet of paper .He takes it , not exactly sure he wants it .

Chuck gets off his bike as a female FEDEX DRIVER puts chocks under the wheels , which have stuck in the sand .

Hey, once a driver, always a driver. You want a lift? I've just got one more pickup.

Chuck pushes on the truck as the driver gives it gas . The truck slowly pulls back onto the pavement .

The Driver gets out of the truck with a grin . She has an open , friendly face . There 's an instant connection between them .Looks at his uniform . At the bike .Where is he from , anyway ?He picks up his bike .

The FedEx truck makes its way down the beach , Chuck in his uniform , the Driver in hers . Two FedEx people in a truck . The Driver looks over at Chuck .They smile at each other . Then she smiles a little more .Erica laughs .And that makes Chuck laugh , really laugh , for the first time .She looks over at him with a grin .There 's a connection building here , effortlessly .

Did you really steal a crippled kid's bicycle to make your deliveries, or is that just some bullshit story?

We are wide on the beach , watching the truck move along the water , kicking up wisps of sand .The truck goes down the beach and then turns inland , away from the ocean . Away from all that .And we pull back , taking in the sweep of the beach , the estuaries , and the green forest stretching back into America . The end is the beginning . FADE OUT .

MAGGIE: We see the back of her blonde head. It's a beautiful winter day. Now we see her from across the street. We see her feet making determined strides. This is a young woman who knows where she is going. Wide shot: A blind man is tentatively making ready to cross the street. Among the handful of pedestrians about to cross, Maggie is the only one to notice, and helps the man across.

TONY, Maggie's best friend, looks a little like Art Garfunkel as a young man: fluffy hair, glasses, dressed in a suit jacket and baggy chinos. He's pushing a stroller with a reading, fluffy-haired, bespectacled four year old boy in it, wearing a t-shirt with "IMAGINE THERE'S NO FRACKING" written on the front. This boy is too big to be in a stroller, and too young to be reading. Maggie rushes to them.She snuffles the little boy's neck.Max giggles and pushes her away so he can get back to his reading. Maggie straightens up.She bites her fist.CONTINUED:They walk.They reach a stand of homemade jams. Tony picks one up.Maggie has something to tell Tony, and she wants to get it over with fast.CONTINUED: (2) A moment as Tony searches for the name in his mind.CONTINUED: (3)Tony is morose at this news, but he accepts it.As they walk away from camera:He breaths into the air near her mouth. She sniffs.She breathes into his mouth.And they walk off. Good friends; unusual friends...

You still have one little corner of baby smell. Right (sniff) there.

Let's face it. I've never been in a serious relationship that lasted longer than six months.

In college. And we made each other miserable for the rest of the time.

Just so you know. I have little sperm tucked away in a facility uptown, if you're in a pinch.

Felicia does not want any more kids. I froze it in case I ever meet anybody nice.

I didn't. But I might, you know, save it, like 'mad money'-style?

He's a pickle entrepreneur. And-- he's agreed to make a donation, so I can inseminate myself.

So what? He was a math major. Anyway, I'm not marrying him, I'm borrowing his genes.

Everybody has something a little wrong with them. You think everybody's honest who fills out those questionnaires at the sperm bank?

I can't believe you've been cooking this up all this time and you didn't even tell me.

I'm not yelling at you! Isn't this sort of thing for women who are like forty-nine and desperate?

Because I'm ready be a mother, and I don't believe I'll find a man who I can stay in love with-- or who can stay in love with me-- for more than six months. I'm just facing the truth about myself.

You need to keep it warm, when you...so just put it next to your body underneath your shirt...and you can come right over.

I have insurance and everything. So, I guess the question is, how much involvement do you want? I was going to suggest none, but I'm open to negotiation.

Hi Beverly. I got two checks this month. Not that I'm complaining.

I would love to think that... but they have the same date on them and I was paid last month.

Oh well my name is Johanna Hardin, I mean my name is Maggie... but on the check it's Johanna Margaret Hardin. So maybe there was a mix- up.

I'm the Director of Business Development and Outreach for the art and design students.

I help graduate students strategize for success in the art and design world. Sort of a bridge between art and commerce. I help them sell their souls. And eat.

No, we just -- had a check mix-up recently -- because of our names-- Hardin/Harding.

I guess that-- custom-- would be strange, like, out of context. Whoops!

I overheard part of your conversation. About 'like' being a - - language prophylactic.

No guy. Actually, the man I've asked to be the father is named Guy, coincidentally.

The tone is so unusual - sort of screwball-surreal. Is that right?

And oh my God the characters! Martin Neems the colorless postal worker in 1950's Connecticut and he's married to this crazy Brazilian woman who keeps breaking out in rashes! It's hilarious.

Oh, it's great. I'm sorry. I am very, very cold. I feel like I'm welded to the bench. Is it okay if we go get some coffee?

Actually, my apartment is like three blocks from here. I just need to get another sweater. I'm deathly cold.

You want some tea? Or...I guess that's his wine, or...I have whiskey. It's a little early.

My parents were married fairly young and they never had kids. They were academics at the University of Wisconsin. Then eventually they got divorced, my Dad moved away... but then later, years later, they ran into each other at a party. And they... they got together that night. And that's how I was conceived. On the bed with all the coats. My mom always says that it's because I needed to be born.

No. My mother raised me on her own in Madison. She was a professor of nineteenth century British poetry. She wasn't very practical. So I ended up doing all the day-to-day stuff. I was organizing the bills by the time I was twelve. She came from a Quaker family... so she used to take me to Quaker meetings with her. I still go, sometimes.

It's short and very strange. It might even be an allegory. I like everything I've read. He's asking me for suggestions.

She doesn't know about it. To be honest, I don't think she pays much attention to what he does. She's very self-absorbed. She might even be a narcissist.

Why of course? He's basically a psychiatric nurse. He can't write his novel under those conditions -- I think their marriage fell apart after the second child was born. And now he's trapped in it.

No...no thank you, Guy. I just think that would be too complicated.

My apps are giving me contradictory information. Maybe I should wait.

So I'm on chapter five. Now I think Mrs. Jeffries is my favorite character. She's so pallid and reliable but he finds her so attractive, in spite of her moustache. I just wonder...

No it's really funny! I don't want you to change it. Maybe it's more about, like how much of it you do. I--

And I don't want to be married to Georgette anymore. And please could I stay in your bed?

It didn't work! It didn't work. I just had to tell you because...

Yes. The last time we spoke you wanted to do something with skateboarding and architecture. Is that still what you're thinking?

Sorry about this but I have another urgent call. I'll be right back on.

But you were taking Lily this afternoon because I have a meeting with a student?

He's in a meeting sweetie, but crutches! Wow. Does it hurt a lot?

Thanks for holding. I was hoping to schedule a meeting, we have a grad student -- A student at the New School, Komiko Krauss, just patented a toy we'd love to have a chance to present --Yes. The doll. Yes. Oh great. Ten on Wednesday is fine. Thank you. Bye!

Wow. She doesn't have anyone else to talk to about something like this except her ex-husband? Especially since her new book is all about our affair and how it ruined her life?

Not just my day. Komiko -- my student. She's a fragile person... and I had a meeting set up to discuss her meeting with the toy company. But I had to cancel that meeting because you had a meeting. And then you don't even go to the meeting with the publisher because you were talking Georgette out of her tree! Why does nobody ever talk me out of my tree?!

Am I so, so capable that I don't deserve any attention, is that it? Like, the squeaky wheel gets the grease, and the cactus never gets watered?

Do you realize that Paul faked the ankle thing today just so you would pick him up from school, and then you didn't even show.

He ran on it when I asked him to go check on Justine. He forgot.

No. It's not weird. You want to know why? Because his mother is in Reykjavik right now, studying the maternal techniques of the Icelandic. He needs his father's attention. So do I.

? ... Oh, no -- this is Lily. I got married. I should have told you. I met my husband around the same time you gave me the...sample.

That's the biggest jar of pickles I've ever seen. How much do I owe you?

I'm the colorless, efficient postal worker that you fell in love with because she makes your life so much easier.

I wanted to help him become a fiction writer... and now all he does is write. The novel is like five hundred pages long and I don't even think it's half done.

It's getting more and more... complicated. Is it possible to be too smart to be a novelist?

Georgette is fascinating. She's vulnerable, and powerful, and warm, and charming all at once... Now I get why he was so obsessed with her.

I like her. I actually like her! I'm such a blockhead. I always thought I was rescuing John from this monstrous egomaniac so he could finally write his book, and that I knew better how to run his life -- I was going to fix everything.

But he's totally self-absorbed while I do every single practical thing and make the money. And on top of that, I... if it weren't for Lily I'd say I'd made a terrible mistake.

I just can't believe I actually found a legal parking space right outside your mom's building.

Well, I mean, it's more than just parenting, you guys are on the phone several times a day. Don't get me wrong, I think it's great. So...I...

John and I are in trouble. And I don't think he realizes how badly in trouble we are. Or he doesn't want to know. And then, when I saw you at the reading...I realized-- that there might be an opportunity, an opening... somehow...to get the two of you... back together.

Excuse me. Wait a minute. If you had such a perfect marriage why was John miserable? You neglected him. You used him. You didn't respect his talent!

I just think that actually, even though I do think you were pretty self-absorbed and extremely needy, he needs it -- it actually kept John in balance. Taking care of you made him think about someone other than himself.

I have never been so humiliated in my life. I'm in such deep oatmeal. What was I thinking?

I know that, I know that. But... I'm just as afraid of her growing up inside a dead marriage as growing up without her dad in the same house. Kids can tell when people are pretending.

Yes please let's do something, just us. If the offer's still good.

It's a true thing, John. You -- I -- I'm supporting you so you can write and that's the deal and I accept it but -- I feel like I'm your intern. Or your nanny.

Komiko has designed the first patented doll with removable internal organs.

Komiko's idea is, to relieve children's fears about the body by helping them see what's inside.

But all the elements are completely washable. So...We think this would appeal to parents interested in marriage-based toys. I mean, knowledge. Knowledge-based toys.

We should've just been an affair. You were having a rough spot in your marriage and I came along and...

We were going to break up. I had a feeling you were still in love with Georgette. And you were, as it turns out.

If we're going to break up it's -- better to do it soon, for her sake. So that's all she remembers.

You and Georgette never really stopped being together the whole time we were married.

I mean, you thought it was over, but it never really was. This is the proof, isn't it. It's what you wanted. Be honest.

I don't want a marriage that's a lie. I don't want to tiptoe around our disconnection anymore. You deserve to be with someone who really -- gives herself over to you. I did what I thought was right.

Oh wiglet. I did something really stupid. To fix something else I did that turned out wrong. And I thought it was going to end up wonderful. But I made a big mess.

I don't know. I think he's just really sick of both of us. Mostly me.

It's okay, it's all folded, just -- here -- it's almost quarter after, we're gonna be late if --

Wear them anyway, it's fine. (to Justine) You have your pencil case?

I think if we take them all skating tomorrow, then you go to the movie with Justine. It'll scare Paul.

I can take you and Lily to something else. Let's look at what's playing.

I'll never get involved with anyone else's fate again -- not even my own. I'll become a completely passive, non-interventional -- Buddhist. I just feel like you guys were so close to--

I'm so sorry. I thought I was going to do something really grand, like a coup... I'm so sick of being me.

I've decided to embrace the mystery of the universe and stop bossing everyone around so much.

I met his mother once. She had a face like a hatchet and she never stopped sighing. And she DRANK.

You had her speak at Max's class, and she said the words "MY VAGINA" three times.

Felicia and I fall in and out of love pretty much every week. You can't be so idealistic.

No! I don't know. Maybe. No. No, you don't. Maybe you haven't met the right guy yet. Ask Felicia. Don't ask me. I'm not the right guy.

He's gotta finish that book by Friday. 'Does he ever walk'. He's captain of the soccer team.

Life doesn't work that way, you dufus. You can't stuff what's already happened back in the box. God I really think you need help.

Why can't you just leave your husband, like any normal human being?

A waste! You're such a hall monitor. It's not a waste. He's not a paper product. Love is messy, okay? It's illogical and wasteful and it's messy. And it leaves these loose threads sticking out all over the place. But you! You like things neat and tidy and ethical.

Oh yes I am. I am being your friend. This is being your friend. I'm being honest with you. Good intentions. You're all about good intentions. Little Miss Quaker Two Shoes is gonna do the right thing. But you always somehow screw it up.

What else? Lawsuits keep my wife in post-modern choreography, and me in self-loathing. A good deal all round.

I'm craving one little nip of that vanilla whiskey you so lovingly gave me for Christmas, Fi.

Who said that drinks are like tits - - one is too few, three too many?

Has it ever occurred to you that this might have all happened anyway? Even if you hadn't played Titania and sprinkled fairy dust in everyone's eyes?

One day he's going to write a book about us all. And we are not going to look good.

Hipsters in hats and Mexican technicians are creating pickles in huge vats. GUY is walking Maggie through aisle after aisle of pickles. Guy is wearing a Peruvian hat with flaps, shorts, and clogs.He withdraws a pickle from a vat. CONTINUED:Guy looks at her, beaming. Jump cut:

I started production in my apartment three years ago. Now I have twelve employees, and I just got an order from Whole Foods. If that works out we're taking off. But I'm still very hands on. Every pickle has my stamp of approval on it.

None is...so cool. It kind of takes the pressure off, doesn't it?

Listen. I feel it behooves me, to, ah, offer to do this the old fashioned way. Given the extreme state of your beauty and my totally free afternoon.

I liked math because it was beautiful, that's all. I never wanted to be a mathematician.

I don't think. I know. Anyone who has touched even a hem of that garment knows it's beautiful. For me, the hem was enough. I couldn't have taken the frustration.

Of never seeing the whole thing. Of always just getting little glimpses of the whole picture. Spending my whole life hunting for scraps of truth.

Of course when there's an actual lady involved, it's a different story. I made you extra...just in case you spill some.

Intense. I just found out Whole Foods is going to be carrying my pickles nationally. We have to expand production, post-haste!

I'm manning the stall to get away from the chaos at the factory.

Guy and Maggie are at the front desk of Brooklyn Brine. Guy takes off his gloves as Maggie notices a pair of hockey skates hanging from a coat stand.A moment of awkwardness.With an air of pride, he spreads his blood test results across the desk.CONTINUED:Maggie takes an empty plastic specimen jar out of her purse.He takes it and looks into it, as if for an answer.Guy places the jar on the desk. They look at it together.Guy thinks about his schedule. No conflicts come to mind.Guy pulls out a stool for Maggie solicitously, in anticipation, perhaps, of her pregnancy.A beat as Guy digests this. CONTINUED: (2)He takes a seat and leans back against the refrigerator, beside a large circulating fan.The fan blows Guy's STD bloodtest result paper across his desk; they both move to stop it, and their fingers touch.

Close up of a mailbox being opened with a key. Maggie draws out two identical white envelopes. Puzzled, she opens one, then the other.

A large woman with close-cropped hair and a neck brace sits behind the desk with the air of a sage.CONTINUED: The camera pans right to include a shambolic, sleep-deprived, edgy man.Beverly looks up at him, displeased at this complication.Beverly is on the computer. She looks a little put out. She hates this kind of thing.Beverly looks up at him with her final answer.

I couldn't help but overhear this young woman got two checks. And I don't have any.

Damn. That woman could guard hell, if Cerberus ever needs to go to the vet.

Ficto-critical Perspectives in Family Dynamics, and Masks in the Modern Family, Victorian Times to the present day.

-if you say 'she was, like, terrified', it's nothing compared to saying' she was terrified'. "Like" is a language condom. Trust me.

I knew this Masai from Tanzania. He was here to run in the Marathon. He took everything in New York City in complete stride. Nothing fazed him until he saw a grown man following his dog, picking up its shit. He started laughing so hard, he wept.

It's a way of writing about anthropology that blends ethnographic observation, story telling and, like, theory.

Do we have to walk in a circle, or are we allowed walk around the park?

When my wife, Georgette, was offered a tenured position at Columbia, I decided to put off a job search, just teach a few classes and finally try to write this novel I've had in my head for years.

They say every relationship has a gardener, and a rose. Georgette is definitely the rose.

No, no. It's just been a bad week. (looking up at the sky) It's turning into a beautiful day.

I really like what you're doing, though--having a baby by yourself. Not that it won't be hard, because it's gonna be fucking hard. But, I admire your courage. And I love babies.

I know that's weird. I really want the first reader to be like...You know how you said you're a bridge between art and commerce? Well, I need a bridge.

Like it or not, in this country, the most potent, totemic symbols are cinematic or television-based; so it only makes sense that a radical, popular movement would try to subvert them.

Nobody ever thinks a revolution is going to happen until three days after it's happened. This was a leaderless movement. It wasn't going to happen on a schedule. This was a genuine populist uprising.

I myself even have a minor text I would like to respond to. We can skip the pretence of having a close- knit family dinner. (looking down at his phone) And we can return to the bullshit later.

I love that idea. That our unborn children are the real gods, dictating the fates of us poor, clueless mortals. Did they...they got together after that?

I grew up in a house... where nobody ever stopped yelling at each other.

My father worked at a blackjack table in Atlantic City. But it's a really long story. And I have to get back to my dysfunction.

You should come over to my house. That book is like a documentary. No, I'm sure you're right. I'm sure I'm exaggerating her behavior.

I'm genuinely locked out of my apartment. But I'm also in love with you.

Paul twisted his ankle in eurythmics. You're gonna have to leave now.

Georgette. The advance is only five thousand more, so why would you not go to the house with the better editor? You keep talking in circles. Munroe is the better editor for this book... For all the reasons we've been talking about!

I had to push it to Thursday. Georgette was having one of her crises. I couldn't get her off the phone.

She got offers from two different UK publishers for her new book and she couldn't decide.

And if you were, you would find your way back down all by yourself.

But I'm not. I'm totally dispensable. On a practical level, you'd be fine without me.

Let's go away for a couple days when Georgette gets back. Just the two of us.

Hi. My name is Johnny Harding. I was hoping to speak to Wang. Is he downstairs?

Thank you. What do I owe you? A hundred fifty dollars? I got a hundred fifty dollars.

I'll never finish the book if I don't knuckle down and concentrate. Four kids is a lot.

For Christ's sake. You set all this up! You took over, gave everybody a job. My job is to write my novel so that's what I'm doing.

What are you trying to get me to tell you? Huh? Maybe I should be asking you that question.

Yeah, but Georgette's out of town that week, too. I can't leave you alone with all the kids.

Did you write me you were coming here? I mean, I knew you'd be away...

Not at all. It's big enough for the both of us. Isn't it? You look really well.

The generator blew up. My batteries are about to die. And get this. Guess who's here. Georgette.

You know that talk you gave yesterday was just great. I didn't even know you were working in that direction.

I used to like that. You know, I miss that, showing each other stuff.

I'm not abandoning anything. Come on. I don't want you to get too cold.

I've written myself so far up my own ass I can't see my way out. The whole story bores me to death.

I feel like if I don't produce some kind of masterpiece, Maggie will give up on me. That book is a big part of what made her fall for me. But, Georgette. If I have learned one thing in the last three years...it's that I'm not a novelist!

I want you so badly. I can't think about anything else. It's like it never ended, like the past three years never happened. Or that I'm hallucinating.

So Georgette and I were thrown together for two whole days. And there was this... atmosphere of -- I don't know, it was very strange. I found myself... unearthing things... old stuff...

It was real between us... all real. When I met you, I was lost. I was a fucking mess. I was so insecure and you...you saved me. You rescued me. I'm sorry. I don't know what to do.

I accidentally ran into your mom at school cause we each thought it was our day to pick up Paul--

I don't know. I'll just call some friends--try to avoid a hotel. We've got to give them time to adjust.

To see if I really was in love with Georgette, as you apparently suspected?

What about Lily? My daughter. Where does she fit into this plan of yours?

But I didn't want to break up! Because, among other things, I was committed to you and we had a child together.

So this is the fate you've picked out for me -- to just ricochet around the tri-state area, ruining one family after another? I don't accept that. I didn't choose this. I can't believe I let you make me feel so -- so guilty about betraying you and wrecking our marriage, when you masterminded this whole thing, manipulated me into falling for my ex-wife, colluded with her to get me invited to that conference, to make me into some absurd patsy, a pawn in your revolting little narrative. Well guess what? Your puppet is cutting his strings. You can both fuck yourselves.

I think the question really is what do you want? What do you want, Maggie Hardin?

You and Georgette seem to be such good teammates, strategize with her.

I can't believe you burned my fucking book, on top of everything else.

You think you painted a precise portrait of us in "Bring Back the Geisha?" I can't believe you're making me feel bad about the sins of my unpublished novel -- are we just going to gloss over your actual lies and manipulation?

I'm not a victim. I'm just a man who has fucked his life up and is now trying to find an airbnb to live in.

Maggie and John walk down the hallway.CONTINUED:They exit frame as the camera, with a will of its own, pans down to look through the glass wall at the courtyard below, and a round metal bench with a phallic center.

Several days later, Maggie is in line with FELICIA, Tony's wife. Felicia is wearing a t-shirt with "What would Jesus Buy?" Written on it. She and Felicia are mid-conversation when John calls out. The camera pans over to him.The women sit.CONTINUED:Maggie is distracted by John's voice.Maggie looks back at John, now a far more mysterious character.

He's one of the bad-boys of Ficto- critical Anthropology. Apparently, he was a big deal in Chicago. And now he just does adjunct work here, but they're really salivating for him to teach full-time.

I don't know. I think it has something to do with his wife. She's some kind of monster apparently.

Around. She's got tenure at Columbia. Georgette Nørgaard. The words 'Glacial' and 'Terrifying' have been bandied about. Then again I've heard myself described as a psychotic bitch, but I think I'm actually pretty nice, so... you can't believe everything you hear.

You think so? He's driving me crazy with theories of mental illness in Guy Childers' family.

He doesn't want you to move on to the next step in your life because then he, too, might actually have to grow up.

You know it doesn't usually work the first time anyway... My girl friend, Odette...

You know Maggie. She's been taking care of herself all her life. I mean, she's emotional--

If you're going to be in that kind of mood you should just go to bed.

I think you should have your balls hemmed. Like that actor -- what's his name?

John is nursing a coffee, sitting on a bench, reading the paper, when he notices Maggie, who is circling the fountain with vigorous, calisthenic strides. He watches her circle a couple times. Calls out:John gets up and walks over to her.CONTINUED:Maggie and John walk past a man in a fancy suit kneeling to scoop up his dog's turd.He's trying to remember saying that.A beat. Two smiles. CONTINUED: (2)They begin to meander.They pass two bomb squad-looking men sharing a joke.They walk along for a moment.CONTINUED: (3) Maggie isn't sure how to respond to this remark, dropped as a kind of aside as John ambles along. ?:They come to a man performing Shakespearean soliloquies for donations.John gives him a dollar.

Content with Hermia? No! I do repent/The tedious minutes I with her have spent. Not Hermia, but Helena I love./Who would not change a raven for a dove?

A few minutes later. They have cupcakes and are sitting on the same bench John was on earlier. They are mid- conversation.John tears a bite off....: CONTINUED:Maggie looks at her watch.The Shakespearean actor from the park walks by them, still in his ruff. He is with another man who is silent, furious.The other man shrugs. The Actor runs after his lover.CONTINUED: (2)John reaches into his backpack and pulls out about fifty pages of a novel.Maggie takes it.She looks at her watch.John looks at his watch.He grabs his bag and runs off.

John rushes to the wings and into a big close up as he looks out at the stage with trepidation. CONTINUED:High shot: see John stride onto the stage. GEORGETTE, John's beautiful Danish wife, and a moderator, KLIEGLER, have started this panel on MASKS IN POLITICS without him. His seat is rudely empty. As John does his walk of shame across the stage, Georgette speaks in a clipped Danish accent.As John passes, Georgette gives him an extremely dirty look.Laughter, because he's so damn charismatic. Georgette isn't laughing.Applause. He's popular.CONTINUED: (2)Applause.CONTINUED: (3) As her speech wears on, we see John wilting like a daisy in a sauna. He radiates resentment and defeat. OMITTED

The masked revolutionary is a direct inversion of the face of the demagogue-- the essentially fascist ideal of the magnetic individual...

John Harding, author of many books, most recently, "Rituals of Commodity Fetishism at the Tail End of the Empire".

So John, of course we have been discussing the Occupy movement--

I can't help mentioning the irony that Warner Brothers owns the copyright on the V for Vendetta mask that became the face of the Occupy movement.

Nevertheless, the reality of Occupy is to be found within the capitalist narrative, as a kind of subplot.

If by sweeping cynicism you mean not living in a dream, then shoot me now.

Absolutely. But to return to the use of masks in politics. I am more interested in the possibility of anonymity and group affiliation -- the "I am Spartacus" maneuver -- which has been the primary tactical explanation of the use of masks among various 20th and 21st century protest movements. Including the Zapatistas, the black blocs of the anti-globalization movement, and, of course, Pussy Riot.

By the time you get to the conclusion you've proven your thesis.

When will I ever get my writing done? I've promised to deliver that book by December.

This book was born from pain. My husband, whom I am not ashamed to say I loved with all my heart, though we had a difficult relationship, had an affair with a younger woman, left me, and started a new family.

And what I gleaned from this exquisite torture are the thoughts which this act of betrayal to me as a woman provoked in me as an anthropologist. I must ask myself: is the contemporary obsession with exclusive possession ruining our chances of marital happiness?

I want to thank you. For taking such good care of the children, while I have been gone. I know it's been a burden. I appreciate it.

We should get together some time. I feel I have been rather childish about this. I have to face the fact that we are raising them together... the three of us.

I made you a nice snack and you are allowed to watch one single episode of something ghastly while eating it. But no fighting about what it is, Paul. Justine gets to choose.

The marriage has dissolved, but we are still parenting together.

So you're tired of your little affair. You are all done with it. And now you want to make sure you don't feel guilty, so you're going to manipulate us all into some absurd happy ending!

I have met a lot of control freaks in my life, in fact I even thought I was one -- but you make me look like an amateur.

Have the decency to leave him and face the fact that you poisoned my life, and my children's lives, and probably John's life with your own selfishness. That's your burden. You earned it.

If I am so awful, what the hell are you doing here trying to get him back together with me?

In December, I am attending a conference in Canada on Fictocritical Anthropology.

I have no reason to trust you. On the other hand, I have absolutely nothing to lose. I could easily arrange to have John invited to give a paper at the conference.

I don't know... I must have mentioned it. Are you sorry you came?

It's fine, why not? We are friends. (introducing the woman next to her) This is Debbie Wasserman. From Yale.

You know how it is, we all concoct ideas of what our rival will be like. But she's not my rival anymore.

Paul told me Maggie taught him to do a figure eight when she took him ice skating the other day. He was very proud.

She sounds like a wonderful partner for you. I -- I need to make a phone call. I promised...

I'm not really hungry. Oh and -- maybe you're right, it'll be a mistake if we co-mingle too much. We'll only end up getting on each other's nerves.

Forget me -- that talk you gave yesterday was the hit of the conference.

Your work feels so fresh... No one unpacks commodity fetishism like you do.

I don't mean to be insulting about your fiction. It's just that I am so proud of the academic work you've done. You see, here, how much people love it.

For being so self-centered. For not listening to you, to what you needed, for not investing in your work--

I think I was just so, so tied up in succeeding, in making a name for myself, I stopped paying attention to us, to you, to our marriage. And now, I have success, and it's as if I've emerged from a tunnel. I hope... in the future, to be less self-absorbed. If I ever get another chance... at love.

If she truly loves you... she'll love you whether you are a novelist or a garbage collector.

But seriously. I've changed. I know I can live without you now. I just don't want to.

You're a funny person. There is something very... pure about you and -- a little bit stupid. Or, no, it's... a kind of innocence. You're so -- unconscious. Yet. I can't help it, I like you. I don't blame you. I just shouldn't have allowed him back in my life. I had decided against it, even in Canada. I wasn't even going to let it happen. It was the snow. It was the cozy, cozy snow. Der Wassa Huchlich. We just... fell for each other again. I wanted my husband back.

No more matchmaking ideas. No more ideas, period. You've had your thinking license revoked.

You have to let this go, Maggie. This story has its own momentum, apart from you. It always did.

I went to a workshop on biofeedback. It's amazing. What you do is, you figure out the essential thing you want to change, and you make a sort of dictum. Like, for you, "I am not controlling," maybe. Or whatever you want to change.

Of course I read it. That's why I burned it! You cannibalized our marriage to write that story.

I'm not a liar! You know I never lie. I lied now... I manipulated... I debased myself morally -- because... I loved you so terribly much. Maybe you could be flattered.

So you won't take any responsibility for the state of your life? You're just a victim of our plot?

The reason your novel doesn't work is: You put too much weight on the allegory. You're trying to use fiction to prove a thesis. The text is crying out for passages of pure economic theory. Narrative blended with theory is your specialty. Make it into a John Harding book and it could be a phenomenon.

I know it John. You just have to accept it'll probably be published by Yale University Press, not Scribner's. Mark my words: you'll be shortlisted for a Bateson Prize. You might even get one.

I'll seek out these lighting conditions whenever possible in that case.

Close up of Georgette's manicured hand, texting. We go wide to reveal a family dinner. John is standing, serving Georgette pasta.She puts the phone down.John sits. JUSTINE, 13, in a school uniform, sits beside her dreamy brother, PAUL, 7.CONTINUED:Paul walks over to John. John checks his head.Georgette catches Justine texting.Georgette's phone rings. She is dying to answer. The kids both watch their mother restrain herself as John fumes. The phone rings out as Justine speaks.As Georgette serves, her phone pings: a text! She glances at the text and sucks in air, shocked. CONTINUED: (2)Georgette checks her reddening breast bone.Justine nods, mystified by this change in policy.Paul jumps up to get the iPad. John pulls out a flip phone. CONTINUED: (3)Justine texts. Georgette is on the phone. Close on his text from Maggie: "finished the first chapter!"

I don't get why you say the same thing in the concluding paragraph as you do in the opening paragraph.

So now it suits the captors for the little prisoners to be moved.

Of course I'm excited to see Mama. I'm just sick of never knowing which house any of my stuff is in. I can't wait to be a grown up, so I can have kids and push them around.

Sometimes I wonder if she is a little dim-witted. What is she doing?

Except for -- isn't that the point of a divorce? That you're not a family anymore?

I did. He sold his car and bought a motorcycle. And he's taking us to the Giants on Sunday.

Close on John's manuscript.They are both freezing, huddled on their bench.CONTINUED:The camera moves left, to a westward path, as if it knows what's going to happen next.They walk into shot and walk down the path through the frigid wind.OMITTED

Maggie and John enter, gasping with cold. The tiny living room is absolutely crammed with books.John looks around him at this charming apartment.CONTINUED:Maggie looks into the fridge.Maggie walks to her closet and puts away her coat.Maggie looks in the mirror for a moment. TIME CUT:

Close on a pair of glass mugs filled with hot whiskey.She takes a sip.Medium wide: they sit in silence for a moment.Maggie looks up at him. CONTINUED:He stands, takes off his jacket.John sits down again.CONTINUED: (2)Saying it still shocks Maggie, and tears glimmer in her eyes. ...:Maggie is surprised to feel that she's crying.He finds her so touching.CONTINUED: (3)A moment. The atmosphere has changed.He stands back up. Puts on his coat. Looks down at her sitting on the couch.He rushes out the door. As it shuts, the 'reading, writing, falling in love' montage (improvised dialogue) begins:

John writing at his dining room table. (We hear his voice over the montage.)B22 CONTINUED: B22

Martin Neem dreamed the same thing every night, but he could never remember what it was. His wife, Talia, slept like a stone. Talia was a small woman.

A small, beautiful woman with hair like a river of snakes and the temper of an angry mink.

John is walking away from us; Maggie toward us. They meet in the middle of the hallway, greet each other, then John turns and goes off with Maggie, toward camera. He can't resist talking about the new chapter she just read.

John and Maggie discuss his book on their bench in Washington Square Park, eating dosai.

New School courtyard (seen from above on the round bench we saw earlier): Maggie and John, still talking about the text:

Maggie, looking a little tired, but lovely in a tweed skirt and sweater, is eating a carrot as Tony tries to assemble a piece of IKEA furniture.C22 CONTINUED: C22

It's March twenty-third. Guy is taking off his jacket. Maggie looks to see if the pockets are bulging. He reaches into a large pocket and produces a small, mashed bouquet.She puts the flowers in a glass, then turns expectantly.CONTINUED:Guy looks around the room.Maggie rushes over to her cupboard and takes out a little plastic jar like the first one she gave him.Guy holds it between his thumb and forefinger. He takes a step to the bathroom, then turns back.A moment as the absolute awkwardness of this offer sinks in.He marches to the bathroom.CONTINUED: (2)Embarrassed by his own candor, Guy turns and shuts the door to the bathroom, leaving Maggie bemused and oddly charmed by this unique character. Hearing the water run in the bathroom, she turns some Ska music up high on the iPod as a sound buffer. She is so happy, she does a solitary dance. After a few beats, Guy appears with the plastic jar Maggie gave him, a little cloudy something at the bottom. He watches her dance for a moment. We can see how much he likes her. Seeing him, Maggie stops dancing, embarrassed.She tries to take the jar, but Guy swoops it away from her and washes it off in the kitchen sink, then swaddles it in a tea towel like a newborn.CONTINUED: (3) He hands her the bundle gently, as if it were already a baby.He just stands there. Now what? He fishes his phone out of his pocket and turns the lens on himself, Maggie, and the container, which he gets her to hold up. Maggie is embarrassed and confused.Click!

Insert close up: Maggie, wearing blue surgical gloves, fills a plastic syringe with Guy's sperm. CUT TO:

Maggie has a thermometer in her mouth, syringe in one hand. She takes out the thermometer, reads her temperature, then punches the number into her phone. A voice calls out of the phone: "you have a: seventy-one percent chance of being fertile right now". The phone rings. Maggie puts it on speaker phone.

CONTINUED: Felicia takes the phone.Felicia smiles, giving Tony a semi-jovial middle finger.CONTINUED: (2)Back at Maggie's apartment, the camera leaves Maggie, begins to move through Maggie's living room, toward the buzzer, like a curious animal with a will of its own.Close on the buzzer, which buzzes, LOUD.The doorbell goes off again, for a really long time. Someone wants in.

(yelling) A hundred and one! It has to be a hundred and one degrees!

Maggie is wiggling along the floor on her back, pelvis up wearing surgical gloves and her night gown. The buzzer rings again.Finally Maggie reaches the door, reaches up with one leg, and answers the buzzer with her toe.Reflexively, she jumps to her feet, looks down.Maggie runs into the bathroom.

Jump Cut: Maggie takes a quick shower -- see her from outside the shower reaching for the soap with a surgical-gloved hand.

Maggie pulls on another nearly identical night gown, but this one has sleeves.

Maggie streaks into the kitchen holding the jar with the remains of the sperm in it, sticks it in the freezer. Back to the buzzer with paper towels and sterilizing spray, she mops up the mess. At last, having tidied up all evidence, she presses the buzzer.Maggie buzzes him in.

John comes through the metal gate and approaches the front door.

He comes in. He's very tense, seems upset. They talk in the doorway.John looks at the couch. CONTINUED:He walks in. Sits on the couch. Maggie, thrown by his presence, starts making conversation.His face is filled with distress. He gets up and paces.He suddenly falls to his knees at Maggie's feet and clings to the hem of her long night gown. Maggie is astonished. John looks up at her.CONTINUED: (2)She doesn't say anything, doesn't move. It is only now really hitting her how she feels about this man. She is finally admitting it to herself. He unbuttons the lowest button of her long night gown. She looks down at him, desire blooming. Another button. Another. All the way up, until we glimpse her naked breasts between the crack in the cloth. They are face to face. He whispers....:She wants him terribly but she just has to be honest.They look at one another, and they kiss. They move onto the bed. Maggie looks up at John with open, frank sexuality. She has never felt this way before. He leans down to kiss her. CONTINUED: (3) There is a flare of light from the bedside lamp which obscures the image.

Buttery sunlight flares in the lens. Gradually through the flare we see Maggie from behind carrying her 2 1/2 year old daughter, Lily, on her hip. A long dolly shot: She walks to the mailbox at the end of the street and lets Lily mail a bill. Then they walk back and we see them from the front. Bliss.

Maggie carries Lily to their storefront loft, opens the big metal door...

John types in his glassed-in office. "Dancing in the Dark" by Bruce Springsteen is blasting. Maggie walks in with Lily on her hip and turns down the music after a panicked moment of looking for the ipad. Lily stomps in and jumps up and down.Lily goes off to play. John comes out of his office.CONTINUED:They kiss.

How much? Wait, I know, twenty-five three hundred and sixty two!

The three of them are eating soup. Happy.Maggie stands and hands Lily over to John.Lily clutches a little plastic green frog as John carries her into the kitchen. They begin to play.

Maggie is on her call.CONTINUED:A phone rings OS.From across the loft Maggie hears:No answer. Maggie gets up and walks toward the bathroom.John is on the phone. He looks toward the bathroom.Maggie rushes to the bathroom.

Absolutely. I want to be a fragile little human, scaling some big architectural monolith -- asserting my value even as I glide along the surface of some priceless building...

Lily is screaming, looking into the toilet. Maggie walks in.Maggie looks into the toilet. There is a box of Koala Crisps in the toilet, along with half the box of cereal.She retrieves the frog from the toilet and puts him in the sink.Lily peers over the side of the sink as Maggie washes the frog in hot water. Her little cheeks are tear stained.CONTINUED: Remembering her call, Maggie un-mutes the phone.No one there. Great. John ends his call. He looks happy. They meet outside the bathroom.

John is hopeful.He starts for the phone. CONTINUED:She goes back into the bathroom. John makes for his study. The phone rings again. John turns and answers.John turns to Maggie, who is still in her rubber gloves.Close on Maggie as she digests this.

This is a nice private school for Danes, nestled in a townhouse. Maggie, Lily on her hip, emerges from the school, opening the heavy door for Paul, who is now nine. He is on crutches and looks very sorry for himself.Paul is upset. CONTINUED:Maggie helps the kids into the car, walks to the driver's side and loads in the crutches. TIME CUT:

Paul and Lily are laughing hysterically in the back seat. They are making a great deal of noise. Maggie has her eyes shut. The phone rings. Maggie has to answer this one.Maggie puts her hand over the phone and talks to Paul in the back seat.Paul hurries out of the car. As he enters the school, Maggie notices that he has forgotten his crutches and is running on his hurt foot.As Maggie talks we see Justine helping Paul walk out of the school. He has remembered his injury and is hopping on one leg. Justine Gets in.CONTINUED:The van drives off. OMITTED

John is on the corded phone with Georgette.Maggie raps on the glass of his office and cheerfully holds up a bag of Take-Out. He waves at her, still immersed in his conversation.

Chinese food cartons going in the garbage. Maggie is cleaning up the remains of take-out as John flops onto the couch, seemingly exhausted. Maggie sits down at the end of the couch.CONTINUED:Attempting to defuse her, John takes off one of Maggie's socks and starts giving her a foot rub.A beat. CONTINUED: (2)Maggie sighs, looks at him. She doesn't really want to go away just the two of them at this moment.Close on Maggie. She smiles a sad, tired, alienated smile. EXT- UNION SQUARE PRODUCE MARKET - DAY Maggie walking beside Lily, who is pushing the stroller.Maggie turns as the camera pans to see Guy, the pickle entrepreneur, near-father of her child, king of his booth.Guy comes out of his booth and kneels before Lily, gazing at the little girl with something like reverence.CONTINUED:An awkward moment.He goes back to the booth and hands Maggie a huge jar of pickles. CONTINUED: (2)Maggie picks up Lily and puts the jar of pickles in the stroller. Guy watches them go. He and Lily wave to one another. As Maggie and Lily walk off:

Hear John's dot matrix printer OS. Maggie is at the kitchen table, the huge jar of Guy's pickles before her. She reaches in and takes out a pickle, chomps down. Yum. John walks in and hands her the latest pages from his manuscript. She takes them with an air of resignation.Maggie starts reading as John goes into the bedroom. He speaks through the open hatch.Maggie nods, reading.Maggie is still reading. She stops....?: CONTINUED:He makes a helpless, fed up gesture.

Maggie and John read in bed. Maggie reads a newspaper; John reads the Paris Review. Maggie smiles at something in the paper.Close on Maggie as she looks at him, a terrible thought going through her head.

I'm terrified that I'm falling out of love with him. Really out of love.

Wide shot: Maggie is walking Lily in the stroller. Beside her walks Tony, who pushes Max, now six. Max is reading a thick book by the light of a tiny clamp light. CONTINUED:Maggie stops, and whacks Tony in the arm.CONTINUED: (2)They keep walking. Maggie looks down at Max reading in his stroller.

Georgette is reading from her book to a healthy crowd.CONTINUED: As Georgette is baring her soul, Maggie and Felicia walk in at the back of the room. Hearing the text, Maggie immediately hides behind a book case and they both grab glasses of wine, peeking out to watch. Georgette has not noticed them.TIME CUT:

The reading is over. People mill about, talking. Georgette is at the bar getting a glass of champagne when she spots Maggie, who is talking to Felicia.Felicia sidles off to the other side of the room.Maggie can't find a word to describe it. Georgette looks at her intently.CONTINUED:Georgette has an imperious seductiveness which is impossible to resist.Maggie is left standing there, besotted and shocked. She moves to the end of the signing line, beside Felicia, who has bought a copy of "Bring Back the Geisha".CONTINUED: (2)Maggie looks over at Georgette with a laugh. But we move in closer and closer on her face until... she's not smiling anymore. She's thinking.

John is sucking the grease off his fingers. Maggie stares at him, no longer charmed by his barbarous eating habits. The kids are speaking Danish.Maggie looks over at the kids, totally alienated from her own life.

Maggie walks along a Korea Town street, and into the gate of the 17th century Quaker meeting house. A battered sign reads, "Quaker Meeting. All Welcome."

High wide shot: the meeting house is empty, but for Maggie, who sits on a wooden bench. We move in closer as she waits for inspiration, some clue as to what to do about her existence. At the end of the push in, she looks up: she's got it.

Maggie parks outside Georgette's elegant Harlem brownstone. Justine and Paul get out of the van, Justine lugging a stuffed duffel bag.Maggie, not hearing this, stands on the street scrutinizing the parking sign. Paul and Justine watch her, speaking Danish, their secret language.CONTINUED:OMITTED

Georgette opens her door.The kids remove their shoes and greet their mother with great affection. Maggie watches this as she removes her penny loafers. Justine is very tender with her mother. Another person.They run up the stairs. Georgette turns to Maggie, who is standing in her socks. Her demeanor is chillier than it was at the book store.CONTINUED: Maggie follows Georgette toward the kitchen. The living room is a symphony in taupe. Large photographs of Geishas from the 1920's now dominate the walls.

Georgette puts brewed coffee in a blender and holds a stick of butter.Plop goes the butter. Georgette throws the blender into high gear as Maggie backs out.

While Georgette blends the butter next door, Maggie walks through the room, drawn to a beautiful black and white image of a younger John holding Justine. Maggie doesn't notice Georgette coming up behind her.She sips the buttered coffee --ack! Georgette sips hers while maintaining eye contact with Maggie. A sort of "O.K. Corral" moment.CONTINUED:Georgette invites Maggie to sit down.Georgette is looking at Maggie with surprise and a little suspicion.CONTINUED: (2) Georgette is looking at her carefully. Maggie's cheeks are going hot, her heart is speeding up.A moment of silence, of disbelief.Maggie decides to jump off the cliff.Maggie nods hopefully.Georgette stands, looking down at Maggie, who is shrinking by the second.CONTINUED: (3)Maggie gets out as fast as she possibly can.

The door shuts behind Maggie. She's shaken, her shoes in her hand. Looks over at her van. There's a parking ticket wedged under the wiper.

It's already dark out. Maggie is lying on the couch as Tony shuttles in and out of the room cleaning up.Tony emerges from the hallway looking rumpled and disgruntled.CONTINUED:She stands up and starts putting on her coat as Tony tidies up the living room, muttering to himself. She is on her way to the door when she stops, filled up with emotion. She cries, suddenly, hard, and sits down helplessly. Tony notices and kneels beside her.Maggie sits, sobbing.He wipes away a tear from her cheek.CONTINUED: (2) She sits still for a long moment. That earnest little face. Trying to figure out the right thing to do again. Click. She's decided. She wipes her tears.

Maggie is sitting in John's Central American hammock as he writes furiously. She looks at peace.He looks up at her, uncertain, but game.

John walks in with Maggie. The restaurant is empty but for two waiters setting up tables. A young Chinese Woman looks at them quizzically from behind a high desk with a large CASH ONLY sign displayed. He approaches the woman behind the counter. Maggie hangs back. He's speaking very low. A61 CONTINUED: A61The young woman looks doubtful, but eventually she walks up to one of the waiters and whispers in his ear. Maggie makes a move to join John but John tells her to stay where she is. The waiter walks up to John with an impassive expression. John puts his hand on his chest.The waiter nods. John gestures to Maggie to follow. They both follow the man down a set of stairs.

Maggie and John follow the waiter through the kitchen. A cook is making dumplings with lightning speed. Maggie looks at him, totally confused.

Maggie and John emerge in a room furnished only with gambling tables and a TV on the wall playing a Chinese soap opera. Chinese men and a few women are playing Mahjong, poker, and blackjack. Everyone seems to be smoking. There are only a handful of non-Chinese players. The gamblers look up at these two new outsiders as they walk by.The waiter leads them to a black jack table where he confers briefly with an older man, and then turns. John hands the waiter a role of bills, enough to be in the game. John and Maggie sit down. A hostess places two tea cups full of clear liquid on the blackjack table and the older man starts dealing. Maggie takes a sip of the liquid in the teacup and does a double take.CONTINUED:The dealer deals out the cards. John plays a hand.Maggie, who doesn't know how to play, is watching the action, rapt. John wins. It takes her a second to realize it.She kisses his cheek. She's gone through a few cups of the "tea" the hostess keeps pouring in everyone's cup, and she's getting tipsy. She and John are flirting, having fun. The scene becomes a montage of gamblers, cards, music, drinking. Maggie taps her card with a little swagger.Their chips are swept away.They are having fun. She is served a beer, takes a slug.

Maggie and John eat. John is telling a story. Maggie is having a great time. She pulls a swig of beer from the bottle.

John and Maggie stagger up to the front desk.Maggie is behind John. She shoves her hands in John's pocket and fishes out some bills.

They fall into the room, laughing on the floor. John drags off Maggie's dress before he's even closed the door. She bounds onto the bed in her slip.She miaows like a cat, hisses, paws up.He leaps on her and drags off her tights as she screams with laughter.Close on her feet as she gives way to pleasure.

The next morning. John is eating breakfast; Maggie is sitting in a pool of light on the bed. CONTINUED:His reaction feels like a slap in the face.John stops.A moment. This stings her.He walks out and leaves her there.

John and Maggie walk beside each other in total alienation. OMITTED

The phallic bench reminds us of happier times between John and Maggie.

Students and teachers flow in and out of the glass doors, creating liquid reflections on the glass.

Maggie is working on her computer.Maggie jumps.Georgette looks around, as if for people she knows, then sits. A moment of silence. Maggie waits for the blow....:CONTINUED:Maggie takes this in. She can't quite believe it's happening.

Maggie is putting away dishes; John is fixing a lamp. He waits for a while to speak.CONTINUED:

A Canadian Airlines plane flies through a sunny sky. EXT. Quebec HOTEL - DAY A stone building, rustic in aspect. A large sign reads: A WARM QUEBEC WELCOME TO THE ASSOCIATION OF FICTO-CRITICAL ANTHROPOLOGISTS John walks into the building. Snow has begun to fall. A74 OMITTED A74

John walks into the dining area. A sprinkling of academics. A young man in a baggy sweater comes up to him.CONTINUED:As John signs the book, he spies Georgette from behind.John makes his way across the room, toward Georgette.CONTINUED: (2)John looks at the empty seat beside her.After a brief, awkward smile that says she knows a lot about John and Georgette's divorce, Debbie turns to the dining partner on her left.CONTINUED: (3)Georgette looks like she's been sucker-punched.Georgette leaves, angry -- at herself, mostly. John looks after her, confused. The sound of the wind picks up.

I--I'm reading "Rituals of Commodity Fetishism at the Tail End of the Empire".

It's tremendous. We all came up here just to hear you speak. And Zizek, obviously.

The next morning, Maggie is having a meeting with Komiko, the Japanese design graduate student, and some poker-faced toy executives. Komiko demonstrates her patented doll, unzipping it to reveal a string of cloth intestines.

Snow is falling on the landscape. Whirling. The wind is ferocious.

In New York, it's two hours later. Maggie is folding laundry with Justine.

QUEENS LOFT John, depressed, is on his phone in a corner of the bar at the end of the dining room. There is a kerosene lamp beside him. It's still snowing. Outside, all is white. Intercut with Maggie in the loft.

I can't get any information about when the airport is opening up. So it looks like I'm stuck here! They're breaking out the snowshoes, which, to me, is ominous.

Maggie is having a bubble bath with Lily. They are having fun, blowing bubbles through a little plastic ring. Lily dips the ring into the bottle of bubble stuff, blows a big one and watches it float through the air.CONTINUED:They continue to blow bubbles.Maggie blows a huge bubble and looks inside it.Maggie looks inside the bubble. Slow dissolve into: A snowy landscape/ John and Georgette and a few others are on snowshoes...

Low wide shot: John and Georgette walk in a line of academics on snowshoes. Georgette falls over, letting out a cry. John turns but she waves him off and continues. Closer frontal shot: Georgette falls again. John can't help stopping to help her up. She dusts herself off grumpily. They both look up the mountain to see the rest of the academics have trudged off without them. CONTINUED:They snowshoe together in silence. Time passes. SOME TIME LATER: CLOSE UP OF THEIR SNOWSHOES CUTTING INTO A VIRGIN DRIFT.MORE TIME PASSES:

They are trudging along, deep in conversation, totally lost. We see them through the trees.CONTINUED:A few exhausting steps through the snow, walking toward close up. Then:He moves a little ahead. Doesn't want to talk about it.?: CONTINUED: (2)Something about that little protective statement makes Georgette sad. She loves him so much. He turns.CONTINUED: (3)Georgette's eyes fill with tears. This whole thing is too much for her. She sinks down into the snow and cries.HELP!: HEY, ALL YOU FRENCH CANADIAN: PEOPLE! WE'RE FREEZING OUT HERE AND: WE HAVE NO FUCKING IDEA WHERE WE: ARE!!!:

John and Georgette enter, covered in snow.They follow the waiter who holds a torch, walking toward raucous music. A Québécois acoustic duo, a man and a woman, is playing "Dancing in the Dark" by Bruce Springsteen on guitar and Harmonium on a makeshift stage. The male singer has a thick French Canadian accent. Georgette and John plop down on a couch, strip off their huge jackets, and take glasses of cognac offered to them. They sing along to "Dancing in the Dark", laughing. This is an old favorite of theirs, from early times. Debbie Wasserman dances wildly. Al Bentwaithe joins her. Something is happening between those two. Then, John can't help it, he wants to dance. CONTINUED: He takes Georgette's hand and they dance along with all the other tipsy academics. Georgette is radiant. They seem so happy and free. LATER: CHANGED / MOVED TO SCENE A84

John and Georgette are sitting together on the couch by the fire, drinking cognac. They are almost the only ones here. There is a striking intimacy between them.A long pause as he looks at her.She says nothing. A moment between them. Then, a little Old World shrug from Georgette. He looks at her. Falling for her. The lights come on. They blink in the glare. Al Benthwaite walks in at the far end of the room. CONTINUED:Debbie Wasserman hoots off-screen. John and Georgette sit, saddened by the news.She leaves him to think.

Georgette is packing. The lights are on. There is a knock. It's John.John looks up at her and it's clear that he loves her.She is powerfully drawn to him -- and yet -- CONTINUED:Georgette pauses, uncertain if she should break the mood by spilling the beans about Maggie's offer. She sits beside him, looking at him.She comes closer and closer... and...they kiss and fall out of frame.

Maggie waits, lying on the bed, wondering if the plan is working...

Meanwhile, John is tearing into his eggs while reading a book by Mick Taussig called, "What Color is the Sacred?" Georgette joins him, looking fragrant in a crisp white shirt.The waiter pouring the coffee is the same man that rocked Springsteen last night. John half notices this, then looks at his ex-wife.CONTINUED:They are both so happy.John reaches into his backpack and pulls out a massive manuscript.

Maggie is sitting on her bed, waiting. Waiting. She hears John's keys in the door. Fear in her belly.He leans in and kisses her swiftly.CONTINUED: John sits on the bed.John can't bear the pressure of the lie.She sits waiting, her arms clamped around her legs. He sits down on the bed again, crushed by guilt, barely able to get the words out.CONTINUED: (2)A long pause. This victory hurts. John sits, his head drooping. Maggie begins to cry. Even if this was her idea, it hurts.CONTINUED: (3) Maggie nods. She's very sad, but she knows this is right. John kisses her, then pulls away. He is, it seems, in love with two women at this moment.They sit together. OMITTED

Georgette, John, Justine, and Paul have dinner. Paul is going on about something that happened at school. Justine is staring at John....:CONTINUED:

We hear John saying goodbye to the kids off-screen. Georgette enters the bedroom, drawing John in with her. They fall on the bed and start fooling around, impatient as teenagers. A knock on the locked door. They freeze.Georgette starts frantically undoing John's belt buckle.John jumps off the bed.CONTINUED:They kiss. She slips out the door. John waits till she is gone a while, just stands there stock-still.

John making calls, leaving a few messages with various friends he could stay with for the night. Jump cuts as he leaves messages. Then, finally:

Felicia and John have been talking for a while. Felicia is knitting.CONTINUED:A fumbling at the lock. Singing. It's Tony, in a rumpled suit. Three sheets to the wind.Tony looks at Felicia. She glares at him to keep silent.Tony is fumbling around in a kitchen cabinet.CONTINUED: (2)Tony holds up a bottle. Talks to John.Tony sits down and grimaces in pain.John looks at Felicia, wondering how much Tony knows.CONTINUED: (3)John sits immobile as the terrible logic accrues in him.Tony and Felicia go into a frenzy of lame denial.

The elevated train snakes across the tracks above the store front.

John walks into the room and turns on the light, starts taking his clothes out of the drawers. Maggie wakes up....:A pause. Maggie feels a little frightened.CONTINUED: John flips.CONTINUED: (2)John zips up his bag.CONTINUED: (3) He leaves. Maggie stares at the door he's walked out of.

Maggie walks Lily's room and lies on the bed. Lily stirs and looks over the railing of her bed.Maggie recovers somewhat. Laughs through her tears.Maggie can't help smiling.

Maggie walks in. Georgette is at the table.CONTINUED:Georgette sits down and takes this in.A moment of silence.Georgette looks at her, deeply.CONTINUED: (2)Both women look at the child. She stares back at them solemnly.Justine: a disturbing thought is forming.Justine looks at the women for a beat.Maggie and Georgette stand unable to answer. CONTINUED: (3)

Maggie is driving Georgette, Justine, Paul, and Lily back to QUEENS. She looks dolefully at Georgette in the passenger seat. Georgette is staring, catatonic. Now Maggie will be taking care of her, too.

School time! Maggie tiptoes down the hall and peeks into Justine's room and sees Georgette asleep on an air mattress clutching John's manuscript.Justine exits her room as:Maggie runs into kitchen, picks up Lily and puts her on her hip. Packing snacks, book bags, pencil cases, her own brief case, making oatmeal... the kitchen is a mess. Georgette stalks into the room carrying John's manuscript.CONTINUED:Georgette, determined to help, squints to see the print on the dish washing liquid, then shrugs and puts some in the dishwasher, turns it on, then sits on the couch and starts reading again. She's almost done.Maggie grabs a canvas shopping bag and stuffs the gear into it.Paul is looking at something.CONTINUED: (2) Maggie turns. There are suds foaming out of the dishwasher. A lot of suds. Maggie runs toward the suds and dives in to save the day.

Maggie, a few residual suds in her hair, shepherds everyone into the car and leaves. Lily shouts out numbers.

Georgette finishes the book, closes it, contemplates it furiously. She then gets up, takes a metal trash can, puts it on the coffee table, and lights the first page of the manuscript. It goes up in flames.

Georgette sets another page of John's manuscript alight. A merry fire leaps up. Georgette watches it burn.

Maggie walks in, breathless, overwrought, Lily on one hip, groceries on the other.Justine and Paul tumble in behind her. Georgette is showered and dressed. She seems more collected. CONTINUED:Georgette takes the bag of groceries. Maggie puts Lily down and Lily runs to her corner to play. Maggie sniffs.Georgette peels an apple.CONTINUED: (2)Justine makes a retching face as she gets a snack from the fridge.Maggie has started chopping carrots.Maggie's nicked her finger and sucks the tip.Maggie points to a shelf, sits. Georgette gets her a band-aid and puts it on Maggie's trembling finger. Maggie is panicking.CONTINUED: (3) Georgette turns to Maggie, who is on the verge of a panic attack. She can't breathe well and she's almost in tears.Justine and Paul go.CONTINUED: (4)Georgette taps herself on the top of the head, between the eyebrows, under her nose, on her chin, her temple, behind the ear, and on the wrist, and Maggie imitates her, repeating after her, emotion building in her still and brimming over as she taps.Etc...

Georgette waits, a coffee beside her. John sets his helmet on the table.He sits. They glare at each other.CONTINUED: She takes a plastic baggie filled with ashes from her purse and puts it in front of him.This reaches him a little. He knows what it costs her. CONTINUED: (2)She starts putting on her coat; he makes ready to go. It's over. Then, she stops. She's making one more tactical military maneuver to conquer him:He stares at her. CONTINUED: (3)He really sees her. The air is charged.He moves toward her. And then, they kiss, ravenously...

Maggie wakes up from an unremembered dream, filled with a glorious intuition. Lily sleeps beside her. JUMP CUT TO:

Maggie and Lily eat their eggs. A sense of contentment. Absolute love. EXT - PROSPECT PARK - ICE RINK - DAY Three weeks later. One shot: Lily is skating between Maggie and John, each holding a little hand. She is wearing a pin that says "I'm Three!" on it. Maggie and John hand Lily to a skating instructor, flanked by Justine. The instructor escorts Lily to a clutch of little girls on skates.This is Lily's third birthday party. It's a skating party. The skating instructor calls out cheerful commands. We follow John as he skates over to Georgette, who is holding onto the railing for dear life. She loses her balance. John catches her.He pushes her on the ice as she screams in fear and joy. In the stands, Tony, Felicia, and Max watch this tender scene. Tony is lacing up Max's skates. Maggie skates up to them and leans on the barrier.CONTINUED:Max walks off, toward the ice. Maggie stares after him.Max is already walking to the skating rink.Max skates off--he's a demon skater. Felicia watches Lily skate by in the gaggle of little girls.Something is dawning on Felicia, and then it dawns on Tony. But Maggie is skating away already. Maggie backs up on the ice, alone, happy. Stay with her a moment. She's a good skater. CONTINUED: (2) Then, she sees: walking over the crest of a hill, making his way toward the rink, skates slung over his broad shoulders, is Guy. The pickle entrepreneur. Who skates every Sunday. Glowing with idiosyncratic appeal. Backing up, Maggie stares at him in surprise, then thoughtfulness, then affection. She backs up till she hits the barrier of the rink. She can't back up anymore. Move closer and closer to her watching Guy, until she is in a huge close up, on the very edge of her next move. \*

A 1968 OLDSMOBILE CUTLASS screeches to a halt, anthem rock thumping within. The doors swing open and into the night emerge -- JOE MCMAHON AND OLLIE CREAMER Either side of forty. Confident strides. They make their Men's Wearhouse suits look good. We're outside -- THE NICEST HOTEL IN AKRON, OHIO where they're greeted by an awkward teenage VALET PARKER. Joe (Vince Vaughn) hands over the keys with a smile --Ollie (Owen Wilson) shrugs, apologetic --Joe slips the kid a five dollar bill --

It's our get-psyched mix and when you turn the car back on, the CD starts in the same place. So if Freddie Mercury isn't in the middle of his Bohemian Rhapsody, I'll know if you sparked a doob and took her for a little Ferris Bueller joyride. This exact spot...

No, thank you. We're just here for dinner and to close a gargantuan sale.

You're not with me right now. Is it time to change up the mix? There's too much Queen. I felt it.

Ollie, this is Bob Leyritz of Leyritz Sporting Goods. The man's old school. He still calls Mexicans "Spanish". A guy like that appreciates the personal touch. Like spooning a girl after sex. Two spoons in a drawer. You wouldn't just get up and pee after sex with Bob Leyritz, would you?

Right, because I remember picturing what a young female half-him would look like and it wasn't pretty. But still she wasn't all that terrible in her...

In my defense, I was wearing julep goggles. They pour 'em with Ol' Fitz down there.

I just wanted to keep it right here for a while. Maybe take it to a movie. Then some dancing.

Not to play contrarian, and I know we've touched on this before, but you have to get up pretty early to match the atmosphere on a Saturday in Tuscaloosa.

Don't knock wet blankets. If they're wet from postcoital satisfaction, then they're okay in my book.

He's right, Bob. We've got some amazing watches right now. These babies are gonna leap off your shelves. And if you're worried about them getting damaged from the leaping don't because the little suckers are more shock resistant than Bruce Jenner's face.

This isn't deep shit. This is shallow shit. At most an inch of excrement and we're wearing shit- kickers because we've been here before. '89, faxes. '92, cordless phones. '96, beepers. Remember beepers? We humped that kitty 'til it was dry as the Sahara and then we moved on.

You and I've been good earners for the company. Jackie knows that and he's gonna assign us new product. A wet kitty.

It's good how the ground's all padded like that. Much safer nowadays. Less ouches.

It's not right. We were raised like sheep. "Go to college, get a good job".

I'm saying in concept. The generation as a whole. We learned a skill, we got a job, we worked our asses off. That's America, right? And this is our thanks?

Your brother-in-law. Who spent half of Thanksgiving explaining the meaning of his tattoo.

Unacceptable. Ollie, I'm gonna remind you about a tattoo that does have meaning. The Chinese symbol on that young lady's lower back in Thailand. Crisis also equals Opportunity. This is a chance for us to reinvent ourselves.

Fine, we're dinosaurs. Guess what? I embrace the label. They were regal creatures.

Okay, Ollasaurus. There's a big goddamn asteroid headed our way. What're you gonna do? Are you just gonna sit there and get crushed? 'Cause I'm not. No. I'm gonna be one of those pterodactyls and fly the hell out of the way. Maybe get some of my boys together, Armageddon that rock before it lands, I don't know. Point being, we don't have to go quietly into extinction. We can figure this out.

You brought out the gorilla spray for the big man. I gotta say, I'm flattered.

Look, my girlfriend's coming home soon, alright? And if she sees that, it's not gonna look good. So I'm asking you, human to human here, can you please take the notice down?

Megan, it's just a momentary blip. These things go in cycles. I'd think you, as a woman, could appreciate that.

What about me? Is it because I'm too unselfish in bed because I can't help it if I'm a giver--

Untrue. My company just went under and I'm pursuing new opportunities.

Okay, so maybe that is me. But guess what? A lot of people like that guy. In fact, he's the same man you fell in love with last year. So why would you want him to be somebody different?

What have they done to The Kid? You're like a broken stallion. This lustrous mane was meant to fly free.

A little outfit out west. Apparently they're Fortune magazine's number one best company to work for 2012. Ollie, we're going to Google.

Google, buddy. They've got bocce courts. Bowling alleys. Massage rooms--

I'm telling you, this is where we need to be to develop our skills for the 21st century. This is where we make ourselves matter again. Why not us? Why can't we have that?

Sure we can. We just have to break in the same way anybody else does. At the bottom.

Joe hands Ollie a PRINT OUT for the Google Summer Internship Program.

Which is why I just enrolled us at the University of Phoenix online. Class of '16. Go Fighting Phoenixes.

Yeah, they've got a million MIT guys but how many University of Phoenix guys've they got? None. How many dudes with a deuce of decades of real-world experience under their belts? None squared. C'mon. What does a Phoenix do, Ollie? She rises from the ashes. Do it, Little Phoenix. Spread those beautiful fiery wings and fly.

Hamsters on a wheel, Ollie. That's all we've ever been. Hamsters aren't meant to be in a glass case on a wheel; they're meant to be out in the wild.

There is no later, Ollie. We've got Skype interviews at 2:30. And my obsolete watch says it's almost noon and we need to allow time to figure out what Skype is. You heard Jackie. We've been where we're going. So we're fucking going to change it up and go to California. Un-gel those feathered locks and let the sun shine in. Do you know how blonde your hair will get out there? Cali, motherfucker. It's the new gold rush. And it's time for these two miners to strike it big.

Not all of them! Why do you always go so negative? They said "fuck it" and they took their shot. This is ours. We're Eminem in 8 Mile and this is our one shot. Are you gonna miss your chance to blow?

I won't let you run out the clock, buddy. I won't let you give up.

Sorry, Guyliner, but you're gonna have to print your techno flyers somewhere else.

Now, I realize interns our age would be atypical and unexpected--

--and if you'll give us a shot here I think we'll prove our worth.

But that doesn't prevent us from being leaders in our community. For example, I always give all my leftovers to the homeless. That includes bread and butter.

Look, I know what you're after here is life experience. And together we have a combined 34 years of experience selling products to major job creators. I defy you to find that in a sophomore at Stanford.

That's gonna make a difference. Is there ice to climb on? Are we making a smoothie or a Daiquiri?

If you're the size of a nickel and there's no liquid to drown in you could just lay down flat on your back and the blade'll pass right over your head. Wait out the storm.

And all persons can be negotiated with. So you just say something like--

It's gonna have the mortal remains of two miniature aspiring Google interns.

And have you considered how much dough you could make with two microscopic people? Talk shows. Endorsements. You don't frappé a gold-mine--

Look out. Girls' weekend. Starts with sourdough and ends with a yeast infection. Have fun.

Exactly. They won't quiz you on your major because they expect it's your area of expertise. Google asks about what you don't know. They won't kick the tires and realize you're vacant on the subject.

I'm a talker. I need to dazzle. Hide your vacancy; let me dazzle.

What is this, a promotion? It's something with pomegranates in it, isn't it? If it's free there's always pomegranates.

Free coffee. Genius. Keep your employees awake. Just the basics, though, right? Not the good stuff. Nothing that ends in 'ccino?

All the food here is free. There's 27 cafes. I got you a banana.

Ollie, we have the upper hand here. These kids've never been in a work environment before. They've been in an ivory tower protesting sweatshops and listening to Dave Matthews. It's advantage us.

Yes. Got it for peanuts. Gonna flip it. Flip it like an omelette.

Of course. But my friend Ollie here would love to know what exactly you mean by terminal.

This is for your permanent badge. You gotta make a statement. Now give me more vulnerable.

Good. Okay, let's try sexy. Tickle my balls with your eyes. C'mon. Eye- diddle me.

Let's put that aside for a moment but don't throw it away. Put it in a back pocket. Now I want you to reach through the lens with your soul. Reach.

We'll hook you up, okay? Anything you want. Bartles & James. Zimas. The things that turn whipped cream into happy gas. Spread it around.

Ollie, you know real estate's all about location. The Google shuttle stop's only two blocks away.

He's a tiny fucker I can't get out of here and I'm gonna exorcise his ass if he's not careful.

Relax, okay? We don't have to chew this alone. Tomorrow we get our group, right? Their strengths will compliment our weaknesses. Like how I do for you.

Everyone, there's a bomb on board and it'll go off if you type below fifty words a minute.

This is optional, right? So while these guys dick around with their race, why don't we get a jump on the big project? Start innovating.

"Videotape one minute of yourself participating in dance class."

Well that's too bad for you, son. 'Cause we're gonna scavenge hunt the shit out of you motherfuckers.

They're nothing like us. Because inside us beat the hearts of champions. Now let's do this!

Look, I'm sorry you're stuck sleeping on the couch, but you know I need the bed. My back's been like this since wrestling in high school.

That was in a scavenging setting. They were like caged beasts. Now we get to see them in their natural habitat.

Okay, I got a concept. Everywhere you go these days people are taking photos with their phones, right? But then the pictures just sit there. What if there was a thing where as you took them you could instantaneously share the photos with all your friends?

It's just a first thought. We'll get there. This team's still gelling. A bunch of offseason moves. Lots of new pieces on the roster.

I'm just saying we've gotta make the individual parts come together as one.

Forget the robots. What I'm trying to say is we were runner-ups yesterday, let's hold our heads up high.

Tiger Mom's right. It's not an option. But we need to think big...

Like The View. I want in. Let the tall one in the chat room. I'll be your Star Jones.

Okay. I loved Atari. I begged my pop for one and he wanted to get me a Speak-n'-Spell but five-year-olds want Space Invaders, right? Nolan Bushmell knew that. We should jump- start our innovation not through digits but via lessons from a master innovator. I've got goosebumps.

Yes, what happened when you got a perfect score in Kaboom? Because my friend claimed all the colors changed but we never got there.

That's actually a C+. That I got in computer class. Well, it was more typing than anything. The quick brown fox--

Not entirely but that's inconsequential because there won't be any more wickets on my end, okay?

Not under these circumstances. But I feel like there's a bond here now and once I've redeemed myself I'll return and we'll be close. Probably not father/son close but maybe like a nephew/uncle thing. Throw the cricket around.

Hm? Sorry, I was distracted by the spandex. I think I can see the little man in the canoe.

You know, it's funny, at first I thought it might just be the English accent, but no, you really are a tremendous asshole.

Right now I was thinking a deep tissue from May Lin, followed by a few Z's in the nap pod. What's it to you?

You can't hear me, can you, Headphones? Probably don't even know I'm here.

Probably wouldn't make a difference if I did. You're a rock star and I'm just an old man with a green badge.

Because they're better. Even at 20 we weren't half as good as these fuckers. Graham Hawtrey created an algorithm that helps teach math to inner city kids. I Googled it.

You guys make it sound like we're alone. There's 8000 Googlers right outside that door. First play in the book: Form bonds.

Has got nothing on Hama-Hama in Palo Alto. The blowfish will blow your dick off.

Where are the young boys with no hair on their body? My blonde friend must know.

...you're gonna have to get the demon out. I want this terminal spitting pea soup. Today.

Okay. So "we'll" get four sodas and an organic juice box for Marinovich over here.

Of course you haven't. Because creative solutions don't come when you're locked in a closet putting pressure on yourself. Benjamin Franklin didn't create electricity sitting at a dry-erase board; he got out in the rain and flew a fucking kite.

It's living time, Stu. That goes for all of you, gentlemen. Neha, I apologize if any of this offends you but we felt the whole team should take part.

I have no idea, Stu, but all aboard the trolley train. This is Frisco. Titty Bar 2.0.

Your whole life's out here now, son. The blinders are off the gelding and the starting gates are open. Am I right?

What if your Droid wouldn't let you text or email after 2am unless you'd correctly answered a question?

Yes. Not geeky coder encryption shit but questions regular people would be able to answer sober.

Look at that. Started silly, now we're saving lives, people. We're Benny Franklin in a rainstorm right now. Let's fly some fucking kites!

We do, Lyle. Like the old Detroit Pistons -- this is back when you were all still in short pants chasing the Good Humor truck -- they couldn't outskill Michael Jordan's Bulls, right? So they out physical'd 'em. A Bull drove, they ended up on the hardwood. Laimbeer gave them a reason to think twice before coming into the paint next time down the court. You follow me?

Looks like we're not so dead after all. Turns out we were just chilling at a train station in wizard heaven and now we're back to finish your ass.

I mostly got into it because I was having trouble juggling all the girls that came pouring my way after you left. This really helped organize the barrage.

There he is. Not that I have to ask because of that shit-eating grin, but how did it go?

That's just for me and you, though, right? It's way too expensive for Yo-Yo to be yakking up on his iPhone.

Dotted the zeroes and crossed the ones. Thing's like a Swiss clock.

Three cheers for the bus driver, the bus driver, the bus driver.

It'll just be a second while we get the kinks out. Meantime, funny story. We were down in Louisville--

Nothing, I swear. Look, relax, okay? We'll get it up and running and they'll give us another shot.

And what's going on here? You guys look like they just cancelled ComicCon. Is this what your buddy Voltron would do? Would he just give up?

Look, Graham was right about one thing. Me and Ollie did fuck this up for you guys. You didn't ask for a fight with that prick. We brought it to you.

So two salesmen from Cleveland only have twelve hours to make this right. Logic dictates that's unachievable. But what that fucker Logic didn't count on is the best bunch of overachievers I've ever called my friends.

Whose parents locked them in a dog crate if they got an A-minus.

If anyone can bounce back from this you guys can. I've seen what happens when you people unleash the lion inside you. But it's gonna take all of us, working as one.

TGI Fridays, right? I hear the Tuscan Spinach Dip is to die for.

Nothing wrong with that. But we believe something with mass appeal would generate a fuckload more income for Google.

Graham's right. Our project was flawed. It set out to prevent people from making mistakes. And that's a fool's errand. Because we all know that everybody makes mistakes. Things they wish they could take back. Like sticking with the wrong career too long.

We all wish we could hit Undo from time to time. It's something anybody could connect with.

It's simple. But it becomes a part of people's lives. It's the kind fo thing this place was founded--

All we're saying, guys, is that you can be in a bit of a bubble here.

Is that a Jewish thing? I mean, obviously I'll do it if it means--

Of course you did. Because you knew you can't kill these dinosaurs. These brontasauris just evolved. Spouted huge bat wings and developed the ability to breathe fire. And now these lizard kings aren't just surviving, they're fucking dominating.

We may've gone to that well one too many times but don't worry, I'm ready.

It's just-- these days isn't Akron maybe a little far for a client dinner? The gas alone--

--I'm telling you this girl didn't belong in the stands at the Derby, she belonged on the track.

It was a profound experience. Like drinking an angel's teardrops.

I have to tell you, I feel an electricity at Progressive Field that's incalculable. It's like a rocket launch meets a damn baby shower. Know what I mean?

--but if we could just sneak a little business in, I think you should be pretty aggressive in your order this season.

But at the end of the day, this isn't about watches. It's about us.

We know you. We're not gonna sell you shit just to increase our margins.

Because this thing here? That's beyond words. That's beyond price tags.

We're not better than that, Joe. We're sharing a beer on a Wednesday afternoon.

It's not realistic, Joe. Life doesn't work that way for people like us. We're analog guys in a digital world. You heard Jackie, we're dinosaurs.

Were being the operative word. Guess what? They're fucking extinct.

You're not so bad yourself. In fact, with a lot more practice I think we can get you to great.

I needed this. It's been a really shitty week. And now I'm not even sure who or what I am any--

My schedule's kinda up in the air for a while. I've gotta start this new job with my asshole brother-in--

Your critique is fair. And it allows me to see my rule in a new light. Perhaps it's a problem not to share one's--

Right. Well there are many schools of thought on that. Both possess expert craftsmanship. These models right here are assembled by only the most detail-oriented children in the factory. I don't like labels but some would call them "gifted". I almost feel like I'd be diminishing their contribution by choosing one side over the other.

Joe, these guys must get applications from the best of the best. Harvard, MIT--

Work isn't meant to be exciting. Work is meant to bring in money so you can eat, have a roof over your head, and have things to grill on three-day weekends.

What wild? What wild do hamsters roam freely without a constant fear of being killed?

Most of the miners died broke, Joe. The people who got rich were the ones who sold them the supplies.

I haven't given up. And if I have it's in a pragmatic way, not a profound way.

And that ten years of this place would actually make me look worse than that guy. No offense.

As you may be aware, the University of Phoenix is currently an online institution. So our campus is a charming little place we like to call The World.

Last year I fostered a cat. Mr. Mittens is doing quite well I'm told.

It's actually called FedEx-Office now which made it way harder to find.

Throw a little rum in there, Teddy. It's been a long week. Live a little.

If I may, who's turning on this KitchenAid? Assuming it's not a poltergeist, we're dealing with a person, right?

Hey there, friend. That Margarita you're about to enjoy isn't going to have a worm at the bottom.

Now, we may be the size of a nickel but we've got hearts the size of silver dollars.

That's because Miss Lashay had a killer rack and an appreciation for sensitive blondes.

The education I received in that class wasn't exactly school board approved. I don't know the first thing about biomes--

I believe I actually already have a terminal. So maybe you could just Googify it--?

Okay. I would like that back at some point. There's a video on there that I made with a ladyfriend. Consensual. Tasteful.

What about dating a full-time employee? Say management level but not a direct supervisor? Great eyes. And a severity to her look that's surprisingly sexy.

I can't help but think we may have bitten off a bit more than we can chew here.

"Dancing for Parties and Clubs". That's something you need a class for?

No, please. You go. You're a special child and you need to get your special t-shirt.

Joe, I'm-- to say I'm concerned would go too far but I have a concern.

And my concern is the team, Joe. They were supposed to make up for our weaknesses but I'm sensing more of an additional weakness vibe.

Clearly some serious interest in this arena. That's a good thing.

Interesting. But why would a robot man be made out of robot lions?

Are you hot for teacher? Because I have a wealth of knowledge on the subject.

You can see that? That's weird. I've been having some computer issues. Lot of refreshing.

Not true. A friend did that. I didn't even know it was an option.

You do work hard. It's impressive. I mean, staying at the office 'til 3am everyday...

What? No. I was merely reaching out as an intern. We're encouraged to approach as many Googlers as possible to enhance our experience.

That's great, Joe. But I think we may already be onto something.

Could have exciting applications vis a vis encryption and security.

You know what? You're right. 20- year-old us wouldn't've stood a chance here. But 40-year-old us does. Because we've got experience. The confidence that comes with knowing you can look somebody in the eye and make some magic. Can anyone named Graham do that?

Fuck that. I had a backup plan! And I gave it up! For you. To come here. And now you're gonna walk out on me because it's harder than you thought? Building 43!

Yes. Because they're simple and they're American and they work. Like us.

Now, what does a team do when they're struggling? Slow the bitch down. Institute their offense. Play their game.

From the VP to the secretary. Network with the people who can help you.

Ollie and Joe, interns. We love what you do with the graphic design of the logo every day and were wondering if we could pick that Doodler brain over sushi?

Know what you're selling. You remember how clueless we were when we started on beepers?

How much money for my large friend's kidney? He is a sound sleeper.

Now, what were you saying about the mobile applications of our product, Allen?

Now, Joe and I've been doing some research and we discovered a little known Googulation.

Yo-Yo, let me tell you a story about a friend of mine. Guy took guitar lessons when he was younger and the teacher said, "If you wind the string too tight it'll break, but if the string's too loose there won't be any music." Discipline's admirable but if you stay this wound-up you're gonna snap and be the guy sniping people at gas stations.

It's because you spend your whole life at the office. Admittedly, it's an office with dog runs and hovercars and nap pods which I'm sure are normally very relaxing, but it's still an office. And one day, maybe not tomorrow but soon, you're going to wake up and wonder what happened to the everything else part.

This has been hard for me, too. Starting over. But it's also been good. To know it's not too late to try new things.

Like video hangouts or an actual grown-up conversation with someone I'm attracted to.

Can I make a couple suggestions? One, you need to get the hell out of this building. And, two, I'm such a mountain of mistakes that a date with me will be like ten years of bad experience in one shot. So let me take you out to dinner.

Hold on a second. Maybe the problem is we're too focused on scoring more points than them.

Well, I checked your calendar and you only allotted two hours for this before your DVBT meeting. I was hoping we might go longer.

I didn't say anything but my rainy- day fund has a rainy-day fund. And I thought, today's the final project presentation, we're gonna need something to celebrate with after.

The hamsters got off the wheel and into the wild. And what happened, Joe? What happens to a couple of hamsters in the jungle?

Look, I know it would've been nice if I was the guy. It would've saved you the horror of bad dates and hair shoulders but I'm not him. I'm the first of those bad dates. The forty-year-old loser. Congrats, you knocked that one off your list.

Purebred champions who cast all else aside in the pursuit of perfection.

Our guess is a small pool of affluent urban consumers much like the rather handsome crowd gathered here today.

If it hasn't been seen yet, why shouldn't you be able to undo an email or a text or a photo?

And it helps to remember basic stuff everybody can relate to. The word Google's in the dictionary for a reason.

Correct me if I'm wrong, but in the game Go, I believe this is what's known as Atari-mate.

A healthy dose of skepticism, perhaps, but deep down I had faith.

Our guys hustle in, greeted by the FRONT DESK CLERK --Ollie's mind is elsewhere; Joe can tell --Ding! Our guys are into an elevator as we SMASH TO --

LAUGHTER as Joe and Ollie sit with BOB LEYRITZ (50s, nicer suit, pleasant guy). Bourbons all around.Joe takes a sip of his bourbon but doesn't swallow --Bob's eating this up. Joe eyes a TV up by the bar playing the local sports highlights --Why don't you just move Christmas and the Fourth of July to the same weekend next time? Hope you got your cholesterol checked before that one.Ollie and Joe share a look. It's time to close.Joe flips open his briefcase to reveal a DISPLAY -- a series of SPORTS WATCHES and one of those awkward WATCH ADS where Jeff Gordon rests his chin on his fist.Ollie leans in for the honest, thoughtful kill --Joe lifts his glass to the WAITER --Those words land with a thud.The guys hold up their wrists.eBay. Overstock.com.Not thrilled to have to do this, Bob calls out to the COUPLE (30s) at the next table --The GUY removes his IPHONE from his pocket as the GIRL simultaneously fishes her SAMSUNG out of her purse --As this sinks in, the Waiter arrives with a tray --

Old Fitzgerald? I've always dreamt of trying it but that stuff's like 300 bucks a bottle.

Oh my god. I know they say pitching wins championships but so does the goddamn long ball!

So true! That whole campus is magical. You know, my daughter Stephiana goes there.

One weekend -- you're not gonna believe this -- I went to an Indians Friday nighter then flew out to catch the Tide/Florida game the next morning. Double dip.

Look, I was hoping you guys'd have something else for me. But you've got watches. And the kids don't buy watches anymore. They just look at their goddamn phones. I'm sorry.

It's not just them. Look around. Hardly anybody wears a watch today.

There's Vitamin Water in the fridge if you want for the ride home.

Remember when I had that awful day a few weeks ago and I wanted to talk about it? You told me you had a rule: "Don't share problems--

Joe and Ollie ride in silence, Queen blaring on the get- psyched mix --Ollie snaps off the radio.From that, we SMASH TO -- A WOODEN OFFICE DOOR Its stencil reads: Meyers Manufacturing Representativ--. A WORKER is SCRAPING the letters off with a tool.

And bad mistakes, I've made a few. I've had my share of sand kicked in my face but I've come through. Weeee are the champ--

Joe and Ollie sit in utter misery opposite the worn desk of JACKIE MEYERS (60ish, Tommy Bahama shirt) who is currently packing all his stuff into a moving box.Do you have a picture?Our guys share a look of concern. Jackie tosses a WATCH DISPLAY in the trash.

Everything's EDI now. It's cheaper and more efficient for a computer to tell these companies what to stock.

People are a pain in the ass. The buyers just want to click a few buttons and have their stuff show up on their doorstep.

I'm gonna be honest with you, Ollie. I've never been better. I cashed in my retirement. Bought a condo in Scottsdale and new tits for my wife. Silicone. It's legal again.

Me and the old lady are gonna be tucked away real nice. I just thank god I made my money before everything went to shit.

If anything, I'm understating it, fellas. The skills you need to make it out there now? Take it from a fossil, you two are dinosaurs.

There's nowhere to get through it to, Joseph. I say this because I care: You've already been where you're going.

Joe and Ollie sit on a bench drinking paper-bagged Old Style tallboys.NEW ANGLE reveals they're adjacent to a MOTHER with her child. She looks on disapprovingly. Joe smiles and tips his beer to the Mom --Ollie rises.Unmoved, Ollie slogs away. Joe turns to the Mom --

Joe, a bag of Chinese take-out in tow, fishes his keys from his pocket. Arrives to find a WORKER taping something to his door. It's a neon yellow NOTICE OF FORECLOSURE.The Worker tosses his tape roller in a TOOL BAG, a bit jumpy --The Worker fingers a can of MACE attached to his belt --A loud THUMP from inside. Joe's surprised.The Worker swings the door open -- IN THE APARTMENT MEGAN (30s, pretty, professional dress) has just thrown a big suitcase on the floor and is loading it with clothes. Joe pads in, all smiles --She crosses to the BATHROOM, continues grabbing her stuff. He follows --She keeps packing, no longer amused by his shtick.She heads back to the LIVING ROOM with her toiletries --That didn't help his cause.She zips the suitcase shut, lugs it to the ground.She wipes her eye and drags her bag OUT THE DOOR, past the Worker. Joe chases after --THUNK! Joe slams his foot into the Worker's tool bag, crumbling to the ground. As he rises, his anger bubbling over --FSSSHHHHH! Joe gets gorilla sprayed in the face.Joe stumbles along the WALK, completely blinded.Megan STRIDES OFF down the sidewalk. Joe shouts out in the complete opposite direction --

This isn't pepper spray, sir. It's gorilla spray. You do not want me to use it.

It's not the money, Joe. And thank you for assuming I'd be that shallow. It's you.

I need someone I can grow with, okay? Someone who's open to change.

We've eaten Slippery Shrimp five hundred times but have you ever taken me to that Vietnamese place I've dropped like eighteen hints about?

You're right. And I still love you, Joe. I just thought you'd be... more.

West Elm. Young and modern. Ollie is in bed with a GIRL (late 20s, model-adjacent) who is currently in the throes of orgasm. As she catches her breath --Ollie rolls onto his back, in a similar state of contentment.She laughs. He smiles, perhaps feeling a bit of a connection.He turns on his side to do two-spoons --She RISES, crossing to the bathroom. Ollie's face drops; she did the immediate get-up-and-pee move. The Girl talks plainly as she sits and urinates.He slips his pants back on. He's the one who has to do the walk of shame. She flushes. Rejoins him.She crosses to the kitchen area. He follows --She hands him a Vitamin Water. Their night is over. Off his look, CUT TO --

Joe sits at a desktop PC with a chunky monitor and big block processor. It's probably only five years old but it looks completely ancient. His browser's open to GOOGLE. Joe types: "sales jobs ohio" into the box and clicks SEARCH. A SERIES OF SHOTS as Joe scans AVAILABLE POSITIONS (stuff like Chief Data Sales Architect, VP Online Merchandising, eCommerce Coordinator) and the SKILLS NEEDED for them -- EXCEL.

HTML.A barrage of QUICKENs and QUICKBOOKs and QUARK XPRESSes before, finally, we end up back at the -- GOOGLE SEARCH PAGE. Joe stares at the monitor, lost, the cursor blinking and blinking. Nothing but a big white field and that lone multicolored word. He's googled all he can google. Except -- Joe types the word "google" into the box and clicks SEARCH. ON JOE As he eyes the results, a hint of a smile crosses his face.

Fluorescent lights. A Kelly Clarkson video on two dozen flatscreens. A weird-looking DUDE is passed out in the plush home theater seat. A TODDLER cries. His FATHER soothes the kid by screaming at him in a harsh-sounding foreign tongue. Amidst the horror, staring blankly ahead, we find OLLIE, wearing the red short-sleeve polo, his once-flowing mane now SLICKED DOWN in a neat side-part. He's currently scanning merchandise with one of those radar guns.Ollie's brother-in-law/manager RICK (30s, goatee, overly- complex tattoo) approaches, hand extended for a pound. Ollie waves weakly --Ollie bristles at the mention of their computer replacement.Rick's spotted an ATTRACTIVE SHOPPER in a pair of those skin- tight jean legging things.They spin to find a middle-aged female CUSTOMER. She looks like she could've been a lunchlady at your elementary school.Rick gives Ollie a coach's ass whack and saunters off to flirt with Jeggings Girl.Ollie has no fucking clue. But doesn't hesitate --Joe marches up, dismayed at the sight of Ollie's hair --Ollie knows this can only spell trouble --Joe pulls Ollie aside. Ollie calls back to the Customer --The Customer interrupts, pissed --Joe points out a 75-YEAR-OLD GREETER in the next aisle. The Customer storms off.Ollie eyes the Greeter. Joe's hyperbolizing but this really is a hint of Ollie's future. ACROSS THE WAY, the Customer interrupts Rick and Jeggings to complain.Having heard the Customer's story, Rick eyes our guys with grave concern.Rick hurries over --A big moment. Put up or shut up.Joe deflates. It's a sad sight, the energy sapped from this dynamo. A sight that, in spite of his usual pragmatism, truly gets to Ollie --Joe lights up. Ollie pulls his Target polo over his head, gaining steam --None's taken. Ollie messes up his slicked hair so that it returns to its natural shaggy wonder.Ollie TOSSES the shirt at the shocked Rick. Eminem's Lose Yourself bumps over the soundtrack as our guys proudly march out of the store. Joe winks at Jeggings girl. MUSIC continues over --

You look good. Sharp. Your hair is much more professional this way. And, if I may say, you rock out that shirt nicely. Target red suits you. Plus, bonus, the chicks dig it.

Hey, I can't prevent attraction. If you build it, they will come. And by "come" I mean climax like a banshee, you feel me?

Absolutely. You get fifteen minutes at our in-house Little Caesar's. Right after you finish scanning. I need that inventory loaded into the EDI stat.

My question is about LCD versus plasma, specifically which performs better at 1080p?

Grey carpet. Yellowing copiers. Joe and Ollie sit at a computer in their best suits, a bit amped. On their monitor, they're visible in the little Skype window awaiting their videoconference. Joe calls over his shoulder to the Kinko's EMPLOYEE behind the desk --Ollie checks himself in the Skype window. Fixes some bangs. A CUSTOMER (20s, piercings) leans in behind them --The Skype PINGS. The call!Two INTERVIEWERS (30ish, one male, one female) appear in the larger box. Silicon Valley professionals, pleasant but efficient. Clearly a bit surprised by what's before them.Joe smiles weakly at the camera --No judgment.The image PAUSES. New angle reveals we're now --

Everyone gets the same chance, Mr. McMahon. Ted, I believe you have the first question...

Alrighty. Now, we like to ask a few questions that some candidates might find a bit odd--

You're shrunken down to the size of a nickel and placed in a blender that's about to be turned on in thirty seconds. What do you do?

Once the blender's on, it's on forever. So you'd be still be stuck down there.

Sleek, glass walls. The exact opposite of a Kinko's. A group of Google EMPLOYEES sit around a large table. The video of Joe and Ollie's interview is paused on a huge screen.DANA SIMMS (30ish, buttoned-down beautiful, always the first person to hand in her test) offers an emphatic --MR. CHETTY is the drill-sergeant-in-a-sweater-vest head of Human Resources --The final vote belongs to a GUY (mid-20s) whose t-shirt reads: "Buffering..."The others LAUGH.But Buffering's serious. Points to a chart on the wall --As his words land, we SMASH TO --

Wrong. Their Googliness is off the charts. The goal here is find people outside our bubble to challenge our way of thinking.

We have 7000 kids applying for 100 spots. Geniuses. Rhodes Scholars. People who could be the next Bill Gates or Steve Jobs and you wanna waste two of those slots on a pair of superannuated drop-outs?

Our final judgment is always based on the Layover Test, right? Who would you rather be stuck next to at an airport bar for a six-hour delay? The ten-millionth kid who knows that if you shrink your density allows you to jump way higher? Or the guys who talked their way out of a blender?

If only there were some kind of webpage you could go to. Where you could type things in and search for answers.

It's very convenient for people who actually work hard for a living.

Look, I'm sure you're quite popular with the coeds at the University of Phoenix but--

Oh. Excellent. Then why don't you sit in on this meetup? We're discussing B2C Linux hosting.

That's...actually a really good question. And leads me to my next slide. GNOME uses...

I'm pretty sure it's the combination of trying to take a nap and you.

Ever since I turned 30, I can't go on Facebook because it's all babies. Old friends' kids getting food on their faces and wearing socks that look like tiny sneakers and they're so fucking adorable and I hate them.

I want what those friends have. I want a little piece of "everything else". Only you're right -- my 20s was nothing but work. Which means I'm ten years behind. Those women already did their dozens of bad dates and the long-term relationship with that guy with the body hair shoulder-pads--

--and then, finally, found the person to procreate with. And I'm--

I didn't vote for you and Joe. To get into the internship program.

I thought there were people who deserved it more. Kids with better track records.

You were supposed to pack a decade of assholes into one night but you were totally fine.

Really? There's a lot of companies out here. I mean, I'm sure you could--

My name is Mr. Chetty. I am in charge of human resources. If you pay attention to this presentation you will not have to interact with me again for the rest of the summer, which will make both of us very happy.

Appropriate office behavior can be a difficult thing for young people to grasp, particularly in a nontraditional workspace like Google. Hence, Shades of Gray. I'm going to ask you a series of questions and I'd like you to raise the green placard for yes and the red placard for no. Firstly, "Having a beer with your boss"?

It's unacceptable. You're here for a short while and should focus on your work.

Next. Here at Google, you're never more than 150 feet from sustenance. But what about "Taking snacks from the microkitchen home"...?

The food at the GooglePlex is for while you're at the GooglePlex. Next, "Office Language..."

You're telling me a man with rudimentary coding ability doesn't know how to use gChat?

In cricket, you get a certain number of wickets before you're dismissed by the bowler. It's a sports metaphor. Do you understand?

I spoke to the driver and she assured me they were at the science museum.

Which you obtained how exactly, Mr. Hawtrey? An illegal hack would surely come to light in any investigation.

I see you're slated to play them in the intramural league soon. Why not settle this like men, on the field of sport?

Behind me is the GoogleEarth Ring. It was the idea of a former intern.

You've joined us here from 75 colleges all over the globe. So, as an opening exercise, we like to see where some of you came from. You, in the green. What's your address?

What's the next GoogleEarth Ring? What bit of inspiration will come out of this room? You've all been assigned into teams to work on a project which demonstrates your Googliness. Perhaps you'll create a new product. Or maybe you'll be the fresh set of eyes that catches something we've been missing. Unfortunately, at summer's end, only about ten percent of you will be converted into full-time Googlers.

Google ranks search results, not people. If you're here you're already among the best of the best. What we're after is intangible. Your goal is to show us why we should value you. Not just with the project but in every moment.

We thought the Quidditch Grounds would be the perfect place for you all to be sorted into your project groups. Don't worry, none of you will get Slytherin.

Okay, now that you're all set we have a little tradition: The Intern Scavenger Hunt.

First group to finish all the clues gets sweet Google bike shirts.

Good news, everybody. One of your projects will be presented tomorrow at your parting TGIF.

Joe and Ollie are crammed into unassigned coach seats, Ollie's clunky old ThinkPad straddling their tray-tables. BING!He calls out to a female PASSENGER with a neck pillow.He calls out to a GUY in a sweater-vest doing a Sudoku.Ollie struggles to navigate a UNIVERSITY OF PHOENIX PROGRAM, moving the mouse with that weird pencil-eraser MOUSE in the middle of the keyboard.Ollie reads his name and MAJOR off the screen --Ollie eyes his lesson: Eye of the Taiga: Fun with Biomes.Joe scrolls quickly but Ollie STOPS the cursor to see -- Joe McMahon. Major: Business/Sales.

The Captain has turned off the fasten seat-belt sign. You are now free to move about the cabin.

At a curb, Joe and Ollie emerge from an airport taxi. Tons of buildings surround them. Joe spies a TALL ASIAN KID striding by, his head buried in an Android phone.LINSANITY looks up, confused.Linsanity continues along. Awed, our guys take in -- THE GOOGLEPLEX - CONTINUOUS Manicured green rolling hills to infinity dotted with cool, modern buildings and every leisure amenity imaginable (beach volleyball court, water slide). People zipping around on colorful Google dirt bikes. Statues of giant desserts. Meeting circles on the lawn. A Prius drives by with NO DRIVER and NOBODY INSIDE. \[this is a real thing -- the Google Driverless Car prototype\]. ATRIUM - MOMENTS LATER Our guys walk into Oz. A massive replica SPACESHIP hangs above. An employee SLIDES down a swirling metal slide and walks off, never looking up from his Droid. A WOMAN walks by with a dog on a leash.The Interns sign in at a desk. Joe spots what would be the nicest ESPRESSO BAR you've been to, only it's right in the middle of all this.AT THE ESPRESSO BAR - MOMENTS LATER Joe pulls out his wallet to pay for the beverages.Off Joe's piqued interest -- WITH OLLIE - SAME Their registrations in hand, he gazes up at the spaceship above. A female employee strides past --It's DANA, the woman who was critical of their interview. She's curt. Was in a rush and he's interrupted --He smiles, smitten.She marches off. He watches with interest as she goes.Ollie spins to find an elated Joe carrying a tray of SIX COFFEES and another with bagels, muffins, a donut, a crueller, a bearclaw, a scone and a banana.Off their determined look, SMASH TO --

Joe and Ollie each wear a multicolored BEANIE with a PROPELLER on top. They read: "Noogler" \[we're not making this up\]. Two 40-year-old men within a sea of 20-year-old INTERNS. This Benneton-ad-diverse group of kids socialize. Many seem to already know each other. Joe nods to random kids --BACKPACK GUY does a double take at the sight of them, confused.A NERVOUS KID talks on his cell, twitchy, as if his mom may at any moment reach through the phone and beat him with a stick --A tiny INDIAN GIRL gabs with the kid directly beside Joe and Ollie --Before Joe can respond, BUFFERING (the guy who stood up for our guys in the interview discussion) taps a microphone, addressing the group from a stage --The interns come to attention. Buffering stands within a semicircle of VERTICAL 62" FLATSCREENS.The monitors come to life. An awesome tableau of the entire planet engulfs him.The KID he's called on doesn't even look up from his mobile device --Buffering types and we ZOOM IN, through snowy mountains and buildings (it's really cool) to eventually find his home in perfect detail. The crowd applauds.Another intern RAISES HIS HAND (even though Buffering's not looking for volunteers). Hip glasses, perfectly tailored nerd look, intense. This is GRAHAM HAWTREY (Daniel Radcliffe). Buffering rolls his eyes but points to the kid --We Google-zoom to discover the Hawtrey family's opulent home.Buffering points to Joe, who's just taken a bite of bialy --We ZOOM in on non-foresty Cleveland to find Joe's unremarkable townhouse and, on the front door, the bright yellow FORECLOSURE sign. Graham SNICKERS. The entire room's focus is now uncomfortably on Joe --Buffering clicks off the Ring.Buffering's words register with Joe and Ollie. This really is their shot.Go-Karts... Make your own sundaes...The Interns CHEER wildly. Joe and Ollie share a look.

Yes, mother. I'm visualizing success and then I will actualize it.

Are those your dads? They say same- sex partners make excellent parents. I so wish my parents were gay.

The Enge. Top engineers. Basically the rock stars of Google. Try not to make eye contact.

Our team's inside first so we go first. Check the rules, Gramps.

Well, you know, since you were affirmative-actioned in here. While the rest of us worked our asses off.

No, but I know that Andrew here got a 4.0 at Princeton last semester. While designing the code for a startup. And traveling to Sudan as part of a microfinance initiative in water filtration. And as far as our group goes he's actually below average.

You're here because in a world of excellence, "old and unexceptional" counts as diversity. So, you know what? Go ahead. Do your dance. We'll just win a little more slowly.

T-shirt. We're being judged every moment we're here. And Google likes people who go the extra mile. Winners.

Graham Hawtrey, intern. As an avid player of the strategy game Go, I wondered if there was a link to the naming of the company...?

One of the keys to this experience was to glean knowledge from our elders. I guess now all we're left with in that department is you.

Very amusing. You know, we're not just cycling here. We're coding. On our project. I had the idea three years ago. We're already almost done.

I mean at the end of the summer. When this ridiculous farce of an internship has ended, and you don't get offered a job for which you're pathetically unqualified, and you're forced to return to a foreclosed condo and dead-end life, haunted by the knowledge that your time has passed?

That's Allen Hoffman-Yang and the entire Android group! I've written him seven IMs requesting face-time and those mingers are his new best friends?

Hack into their shit. Track their every move. That group is clearly brewing something big and I want to know what they're up to.

The final project presentation's this Thursday. Do you honestly want these wankers wearing the Red Green Yellow and Blue?

Several years ago, my father threw a dinner party at which a guest -- not to name drop but it was Totty Kembell.

Totty was particularly enamored with the wine. But father couldn't remember its provenance and that's when it occurred to me: what if one could take a photo of the bottle on their mobile and instantly know all the pertinent information: the tannins, the bouquet. It could even link their guests to a distributor at which they could order a few cases.

...so we are able to use the breadth of ImageSearch in order to enhance user knowledge and facilitate purchases for our partners. Thank you.

They told me to leave my next semester open. Tough break, gents. I hate to win this way.

For these two, this was a lark. But you all had real prospects. Shame these anchors dragged you down with them.

...in order to facilitate purchases for our partners. Thank you.

And with which product will you do that exactly? The one that blew up yesterday?

Sir, with all due respect, these are not the people you think they are.

Not to mention that their real project was a spectacular failure.

Joe and Ollie are queued up outside COMPUTER NIRVANA. A group of super-nerdy GOOGLERS walk out, all with the same look: shorts, black socks and sandals. Their presence causes a stir in line. The COMPUTER GUY (former dungeon master, impatient) calls out from behind the Tech Stop desk to our guys --But Joe is distracted by the black sock brigade. Turns to the KID next to him, curious --Computer Guy angrily TYPES away at his keys. Joe's flip-phone CHIMES in his pocket. He checks it to find a text which reads: "NEXT!" Turns to the impatiently waiting Computer Guy.Computer Guy holds up a silver MACBOOK for Joe --Ollie removes his old laptop from his shoulder bag. Computer Guy's eyes grow wide.Another TECH GUY looks up.Abramov is there within two seconds. They spin it around, checking it out from every angle --Ollie's pleasantly surprised by their reaction --The guys CRACK THE THING OPEN. Start digging through the wires, pulling stuff out.

At the end of your internship you will return it and all the code on this hard drive will be erased. Do you understand?

We can repair it but we're backlogged. You'll get it back in four days.

Ollie sits on a little stool. Smiles simply. FLASH!Joe leans over the back of the COMPUTER PHOTOGRAPHER. The line is long and the guy's not pleased.FLASH! INSERT: Ollie's ID. He's giving an inappropriately sexy over-the-shoulder come-hither look.

Joe and Ollie (now piled with additional swag like typical freshmen -- google sweatshirt, backpack) are seated with a smaller group of interns. MR. CHETTY stands before them. He's the sweater-vest guy who harshly dismissed their interview video. A Pakistani Nick Offerman --He triggers a PowerPoint slide that reads "Shades of Gray" --RED placards all around. And two enthusiastic GREENS from Joe and Ollie. Chetty eyes them warily.A young-looking KID beside our guys is disappointed.Again, all RED and our guys GREEN. They slowly lower them. Chetty stares daggers at our guys. Then...Ollie raises his hand --This time Joe eyes Ollie.All RED again. And our guys both GREEN. Annoyed, Chetty walks over to our duo. Speaks slowly and right at them --

Joe sits on a ratty thrift-store couch, his MacBook open on his lap. He keeps clicking a button, to no avail.Ollie's in the kitchen around a corner, mere inches away. It's the tiniest shoebox of a studio apartment you've ever seen.Ollie swings open a mini-fridge. It's completely stocked with stuff that obviously came from a Google microkitchen. Takes a yogurt and pads over to Joe --Ollie sits beside Joe, sinking into a huge HOLE in the couch.Again, the Mac ERROR NOISE. Joe smacks his laptop --Ollie leans in to see an error message: "Mailer-Daemon: Delivery failed."Joe slams the laptop shut.

Joe and Ollie stand in front of Julio's Check Cashing y Authentic Mexican Cuisine wearing their new Google sweatshirts and backpacks. They may as well be two kids waiting for the bus on the first day of school. A passing car HONKS at them. Ollie waves. The DUDE driving gives them the finger. Finally, a massive DOUBLE-DECKER CHARTER BUS pulls up to the curb. Its door opens with a hiss. The FEMALE DRIVER eyes them warily.Our guys display their IDs. Ollie's features that SEXY PIN-UP PIC. Shonda gives him a look as they climb aboard --

A pimped-out ride filled with a SEA OF GOOGLERS, the glow of their laptops bouncing off their faces, all of them typing away. Joe and Ollie make their way down the aisle --The Googlers all have headphones in. Nobody glances up.No response. Joe and Ollie sit -- the freshmen that are completely ignored.

Buffering addresses the intern group. Behind him stand a series of colorful striped poles with large hoops atop them. He wears a WIZARD HAT.The interns LAUGH. Our guys have no idea what's funny. Joe LAUGHS extra big. Elbows the kid beside him --A bunch of Google EMPLOYEES join them, each holding a broomstick between his/her legs. Ollie spots Dana, hopeful she'll be their manager. But she approaches another kid. The employees all round up their groups. The feeling for the interns not unlike being picked for teams in gym. There's a lot of familiarity and happiness. "I recruited you at CalTech." "You're Sandeep's brother!" A Manager approaches Graham Hawtrey for his group. Graham lights up --Left alone, our guys are the geeks who don't know anybody in this world.They turn to see a GAWKY GUY who looks all of 16. Southern. Pathologically pleasant.Joe and Ollie share a look.Lyle leads them to an odd assortment of interns.YO-YO (20) is the nervous kid we saw on the phone dealing with his Tiger Mom before orientation.That can't have been a fun childhood.NEHA (21) is the tiny Indian girl who mistook Joe and Ollie for two gay dads. An adorkably ditzy genius who doesn't shut up. Think a young Mindy Kaling with zero filter --STUART (19) is the kid from the GoogleEarth Ring who didn't look up from his mobile. And now is no different, as he types furiously with both thumbs on a Samsung Galaxy --His eyes never leave the screen. This kid lives in Digital World. Joe tries to lean into his eyeline --Buffering retakes the floor --Buffering holds up a tight, uncomfortable-looking Tour-de- France-type JERSEY.

23, but I'm an old soul. I love classic rock. Especially Pearl Jam.

It was more that he attended Juilliard at the age of 9 before then graduating from Harvard. Mom wanted to set the bar.

Neha Patel. How much fun is this, right? Some people thought it was weird to have the old guys on their team but I was like, "no, I have a lot to learn from their regrets."

Hmm. The scavenger hunt is less a race and more of a way for you to get to know the funnest things on campus. The menus at the different cafes. The hot tubs. The steam--

At Google we don't believe in giving our interns assignments. You all get to come up with the idea for your big project yourselves.

Extra code. Our Enge guys create so much data that we actually don't have enough employees to sift through it all. So I thought we might scan for gems. Could lead to inspiration for your concept.

Is that a sports metaphor? Because if so I'm in no way going to be able follow.

That's just GoogleWho. The internal directory. You can look up anyone on here. See --

Hi. You were really good up there. I didn't mean that in a sexual way. Not that it wasn't erotic.

Well, now we're even. Because dancing in front of you was one of the more embarrassing moments of my life.

I'm gonna text her that I love her. And that I want to make a deposit in her in-box.

Right. The Beaters toss the Bludgers at the Chasers before they can get the Quaffle through the--

You have to peg them with the kickballs before they throw the volleyballs through the hoop and they're meanwhile trying to stop your volleyballs with their kickballs. And then the tennis ball--

I was punishing myself for the failure to complete this task first.

For not finishing first, I wrote myself a letter of admonishment.

My mother instilled a healthy drive for perfection. Failure to attain full Google employment is not an option.

Problem is, we only have four weeks to execute a great product. Coding, mobile, graphic design, all in 28 days.

We don't allow caffeine inside my vessel. Or high fructose corn syrup. Or anything contained within an aluminum can.

I feel...great. It's like I was wearing one of those weighted vests. Like the ones that joggers use. And someone just...took it off. You guys know what that's like?

It's also a function of the Google products Picasa, Picnik and Google+, not to mention Facebook and Twitter.

You're really getting the hang of this. And we all thought you were a total moron.

A password can be easily cracked via analyzing someone's personal details. For example, what's your password?

That's a thousand total work hours to accomplish what should be at least fifteen-hundred hours of coding.

It's anime. Kinda like Voltron, only the women are penetrated by octopus tentacles.

The half-cat-half-woman removes her garters in front of the giant jellyfish...

His mother cut him off for his insolence. Refuses to pay for college anymore. He was counting on this job.

Joe, forget it. There's no way we could repair the code before tomorrow.

Four intern groups have already decided on their project concept and begun engineering.

It's called Instagram. One of the most popular apps in the world.

Everyone in this building is in constant communication. The four of us have a chat group.

That's "Send to Group." You sent it to all the people in the company.

Right. So instead of a password, when a Google programmer needs to access some classified code, our product makes them answer a logic question.

Exactly. There's only two weeks left until the final presentation.

Can't. We still haven't fully nailed the logic questioning mechanism.

I left my phone in that girl's thigh-high. We have to go back! My whole life's in there!

Could go further. The navigation system in your car could ask you questions to prevent you from driving drunk.

What if Google was your friend? And we all know friends don't let friends drive drunk.

Our team approach a door, Joe reading the clue sheet --Ollie reads the CLASS LISTING on the wall --Graham and his team (including Linsanity and a CHUBBY KID) speed-walk down the hall, taking this way too seriously. Chubby kid struggles to keep up.Zach quickens his pace. Graham throws open the studio door --Joe doesn't really care about the scavenger hunt but he doesn't appreciate that dig.Andrew (Linsanity) hangs his head in shame.THE SCAVENGER HUNT IS ON! \* Clue: "Win One Point Against a Google Employee". At the PING PONG table, Joe confidently serves to...a Chinese OLYMPIC CHAMPION. The ball gets slammed right back at him, bouncing hard and PELTING him in the forehead. It happens point after point, DRILLING Joe all over his body. All our guys try. Stuart doesn't look up from his cell during his point. Joe's up to serve again. Accidentally DROPS THE BALL and looks for it under the table. The Champion also dips his head below to search when Joe QUICKLY SERVES -- he had the ball all along. Joe drops to his knees and throws his paddle in the air like he's just won Wimbledon. \* Clue: "Eat One Item From All 27 Cafes". Intercut quick beats of our guys eating. Joe constructs odd combinations to save time, like rolling sushi into a burrito. M&Ms on pizza. Ollie dunks bread in lemonade (ala Kobayashi at the Nathan's Hot Dog Eating Contest). \* Clue: "Videotape 1 Minute of Dance Class". Intercut iPhone footage of the hip-hop routine. An attractive female INSTRUCTOR leads. The kids are truly horrible dancers. Lyle makes the worst overbitey dance face ever. Yo-Yo looks like he's doing morning calisthenics at a factory. Ollie is surprisingly good but only knows moves circa 1987 (The Roger Rabbit, The Kid 'n Play). \* Clue: "Photograph a Team Member Getting a Massage". Joe gets a rubdown. Stuart snaps a phone photo and they all rush out. Joe doesn't move, too blissful. The team tries to drag him off. \* Our crew huddles around the clue list --\* At the POOLS. Two small rectangles. Our team arrives first!Joe holds his nose and DIVES in. Surges to the bottom. Feels around. Resurfaces, breathless --He tries again. No luck.But our team all look over Joe's head to Graham and company, who smugly amble by --He holds up a first place ribbon.Joe smacks the surface.Joe SWIMS to get out, but it's a CURRENT POOL, the water pushing him backwards so that he's stuck in place. Ollie crouches by the ladder on the other side --Ollie DIVES in. He reaches Joe, cradles him, but struggles as well against the same current.The two of them thrash about, almost drowning in the world's smallest pool. Lyle finally turns off the current, making them look that much more ridiculous.

Defender of the Universe. / A giant robot. / Consisting of five robot lions.

Nope. / Not at all. / That's the Hanes guy, right? / The black man with the Hitler moustache?

Joe and Ollie grab some food and head off. We follow in an Aaron Sorkin-ian WALK & TALK --Mere feet away they reach ANOTHER MICROKITCHEN, stock up on more items, and continue along, neither mentioning it in any way.A THIRD MICROKITCHEN. More food. Joe switches out a coffee cake he's already taken a bite out of for a cinnabon.

Lyle's glass-walled office is surrounded by a cluster of desks -- our group's workspace. The entire crew is gathered around a glass dry-erase board. The kids all have MacBooks open in front of them.Yo-Yo PULLS OUT an eyebrow hair, winces at the pain.Man, these kids are intense. Lyle passes out THUMB DRIVES --The kids pop in the thumb drives and begin SCANNING LINES AND LINES OF CODE. It's impressive but kinda robotic. Joe and Ollie watch, feeling left out.Stuart's attention travels from his laptop to his mobile and back, never breaking stride. Joe sees this. A beat, then --Stuart spins his phone, still blocking his face, to show Joe and Ollie Instagram. Quickly spins it back and keeps typing.Yo-Yo yanks out another hair.Joe rises, pacing behind the kids --BLOOP! An IM POPS UP on Neha's screen.As Lyle goes to add them, Joe and Ollie eye his computer. He's got the company directory open to MARIELENA THE DANCE INSTRUCTOR'S PAGE. She looks stunning in her photo.Hot? Homeboy's chatting her up right now.Lyle brings up Ollie's page...featuring his ridiculous ID photo.

A huge swath of the company is gathered. NOLAN BUSHNELL (69, beard, long-winded) hunches over a podium, a huge screen behind him.Joe raises his hand --The WHOLE CROWD (an all work/no play bunch) turns to see who asked such a frivolous question. Joe nods, gives a little wave. Ollie has his MacBook open to GoogleWho. Searches for "Dana Simms". Smiles at her over-serious photo. In the front row, Graham rises --Joe types in gChat: you were boring us to death. Joe CLICKS to send. BLOOP! The message pops up on our team's screens. They chuckle. Stuart IMs him back with a THUMBS UP ICON -- not bad. Joe smiles, proud of the approval.BLOOP! Joe's message pops up on a screen of a random employee in the row in front of them. BLOOP! BLOOP! Two more. Then ten. Then thirty. A MURMUR. People look around.Joe quickly shuts his laptop, hoping to stay anonymous. BLOOP! The IM (from JoeM69@aol.com) pops up on the massive screen right behind Nolan Bushnell.Joe hides his face. Graham quickly TYPES something and Joe's GoogleWho PHOTO pops up on the screen.

...which is when the Sysygy Company became Atari. Our next hour will cover the formation years. 1972- 1978. But first let's pause for questions.

Indeed. The term "Atari" in Go is akin to "Check" in chess. I found that suitably aggressive.

Ah, yes. 1972. January. I had just switched from Pascal to BASIC--

Joe sits across from Chetty, who looks over Joe's file, not pleased --Off Chetty's pained expression --

A spread of fresh bread, cheese and honey. A sign reads: "From our own cows and bees." Ollie sits at a table, laptop open. He's going through the complex code...He actually understands something. Surprises himself. Checks his watch --Ollie shuts the computer and hustles across the way precisely as a meeting empties out of a nearby CONFERENCE ROOM. Ollie "accidentally" bumps into Dana --She keeps walking. He keeps pace.She stops and picks up her DRY CLEANING from the Google Cleaners \[really exists\] --She holds open a door for him. Off his forced smile --

Joe pads past a GYM. Equinox quality. Graham and his team pedal on 5 exercise bikes arranged in a circle, their laptops open before them. They proudly wear their scavenger-hunt winning swag: cycling spandex in the Google colors. It's a SPIN-MEETING \[I swear this actually happens\]. Graham calls out to Joe --Joe strides away --Graham's words strike a nerve. Joe, for once, is silent. Continues off...

Alone with his thoughts, Joe passes a dark, cave-like office filled with rows of workstations. Seems to be empty.

Joe collapses in a chair. Lets his head hang back. Loudly EXHALES. Hears something. Distant typing. Looks over to find, in the corner, an ENGINEER (he was the head of the black-sock pack we glimpsed earlier). He types faster than seems humanly possible. Huge shell HEADPHONES cover his ears. His eyes never leave the screen.Joe looks at the screen in front of him. Open to that blank Google search page...

Joe pads up to find the group working. The kids all at their laptops scanning mountains of code. Ollie is with them, truly beginning to grasp it --Joe takes this in a moment, then --They get back into the code. Joe feels left out in the cold.No response. Joe nods, turns to go. Ollie glances up from the screen. Glimpses Joe heading off...

Joe, his arms and pockets overflowing with smuggled free snacks (Ring Dings, Yodels, Devil Dogs, Funny Bones), hustles toward one of the driverless Priuses. Checks over his shoulder to make sure the coast is clear and hops in.

The car moves slowly forward when -- THUNK! -- Ollie steps in the way. The car stops.Ollie throws open the passenger door and throws himself in.The car continues down the road.The Prius lurches to a stop. Starts to turn around --The car SQUEALS to a stop.Cleveland, Ohio! Building 43! The Prius swings violently back and forth as the two men shout directions. Eventually the computer becomes overwhelmed and a word appears on the screen: BUFFERING... Oh shit. Out of control, the Prius HOPS A CURB, heading straight for the ENORMOUS CUPCAKE STATUE.

Welcome to Google Driverless Car Prototype. Destination, please?

The car is totalled, the hood steaming, airbags deployed. Ollie tumbles out, woozy.Joe is splayed on the ground beside a giant sprinkle.Joe struggles to turn his head --Beat, then --MUSIC: The fun part of Bohemian Rhapsody kicks in over -- INSTITUTING THEIR OFFENSE MONTAGE \* Team Lyle Bullpen. The team fleshes out their project idea for Joe, demonstrating on a computer --In place of the password, a difficult LOGIC PROBLEM appears.\* Google Doodle Studio. A really cool design area, the walls covered in thousands of different artistic interpretations of the Google logo. Joe and Ollie follow an ARTSY GUY who's on his way out --They emerge from the building...The three reach a BICYCLE RACK, where Joe and Ollie unlatch two of the free, bright-pink Google BIKES (they're small, like a miniature beach-cruiser).Anders removes his helmet from his bag. So do our guys.And I care about this environment right here. The three of them pedal off. Joe's wobbly, way too big for the tiny bike. Shoves his way along with his feet. \* Google Game Room. Joe and Ollie play slot hockey.\* Team Lyle Bullpen. The whole crew's gathered around a computer, Joe and Ollie observing. Yo-Yo demonstrates GoogleTranslate. Clicks the MIC button --The product translates his sentence into Mandarin and SPEAKS it aloud.Joe clicks the MIC button --The computer translates this, speaking it aloud in Chinese.\* Google Yoga Studio. Joe and Ollie are in SHOULDER STANDS beside a SALES EXEC, gaining knowledge --\* Conference Room. A meeting in progress. A slide reads: B2C Linux Hosting. Ollie sits on the sidelines taking notes. Dana clocks this, a bit impressed that he's come on his own. Ollie raises his hand --Dana is stunned --\* Tech-Stop. Computer Guy and Abramov examine Joe's MacBook --Joe slides a first-generation iPod (which looks ancient now) onto the counter. Computer Guy and Abramov are geeked out at the sight. They reach for the old gadget hungrily when Joe stops them --\* Joe and Ollie's Apartment. Ollie cooks an impressive dinner using only stolen Google food. Joe sips a glass of wine while successfully using his now-working computer. He's joined Google+. Under "People You Might Know" he spies MEGAN (the girl who left him). Clicks on her profile. She seems happy. A bittersweet sight. \* Googleplex Outdoor Dining Area. A card with a weird DRAGON on it slaps down on a table.Reveal Joe and Ollie are playing a Magic: The Gathering-esque card game with a nerdy group of GUYS. Everybody's having a great time.At a table nearby, Graham plays Go (the Chinese board game he referenced to Nolan Bushnell) with his team, watching Joe and Ollie in a quiet rage.Graham slides Chubby Kid's well-apportioned food tray away from him.SMASH TO --

...you can easily monetize a data access product by targeting the companies who most prize security.

The once-pristine space is now a wreck. Lots of wrappers and empty energy drinks. The kids appear worn out, in need of showers and a change of clothes. This is what coding looks like. Joe and Ollie sit in front of a laptop screen intently watching something, the other interns looking on over their shoulders.New angle reveals they're watching an anime VOLTRON CARTOON.negotiate with a Lotor.Voltron forms his sword and lifts it, about to slice Lotor's ship in two, when Lyle's phone alarm CHIMES --The interns return to their stations and start CODING like automatons.

A Google SHUTTLE pulls up to the curb. The door accordions open. Smoke and music pour out. Now it really is a party bus. In super-slo-mo, off step Joe (who slips a twenty to Shonda the driver), Ollie and the interns, dressed to the nines. They head into a magnificent HISTORIC THEATRE.

Joe smiles. Shock and awe on the kids' faces. The theatre has been transformed into a massive STRIP CLUB to end all strip clubs.A statuesque TOPLESS DANCER approaches --STUART, buried in his phone as usual, doesn't notice.Ollie SLOWLY RAISES STUART'S CHIN. The woman's perfect breasts are exactly at eye level. We see Stu's entire face for the first time as it takes in the glory before him.Joe swipes Stu's phone away.A beat, then --AT A VIP TITANIUM BANQUETTE - MOMENTS LATER Our team sit, some DANCERS already draped over them. A WAITRESS delivers a tray of tequila shots.Joe fishes his PHONE from his pocket, open to GoogleWallet (a real product which lets you pay for things by scanning your mobile device).Ollie hands everyone shots. Yo-Yo refuses --A Dancer strokes Yo-Yo's hair --The crew TOASTS and THE PARTY BEGINS! \* Lapdances all around. Champagne flows. Joe and Ollie show the kids how to make it rain. \* Yo-Yo's one shot becomes two becomes four becomes body shots becomes a girl simultaneously pouring a bottle of vodka and a can of Redbull down his throat.\* An incredibly attractive Dancer sits on Neha's lap, fascinated --\* Mid-lapdance, a Stripper takes off Stuart's glasses, hangs the bridge from her nipple, and swings them back and forth. Then returns them to his face.\* Yo-Yo gets a lapdance when his eyes grow wide. SMASH TO: Yo-Yo in the bathroom, a wet blotch below his belt buckle. Ollie points the hand dryer at him supportively --\* Lyle is drunk but has yet to get a dance, super-shy. A Dancer leans over him --On stage, a spotlight hits SAFFRON. She's bent at the waist, her back to us. She slowly rises, more impressive movement than anybody we've seen. She's not just a stripper; this woman can dance. As she turns and flips her hair, Lyle falls out of his seat. Joe and Ollie help him up --They follow Lyle's gaze to the dancer and we can see that she's MARIELENA (the hip-hop instructor from Google).Lyle covers Ollie's eyes.Ollie can't help but try to look through his fingers. Mari slinks along the stage, crawling closer to our group. She makes eye contact with Lyle, recognizes him. He smiles weakly and waves. She's thrown.

Graham and his crew hop out of a taxi, all their heads buried in their mobile devices, tracking --They look up to see a TRANNY HOOKER.They are on the sketchiest block in the sketchiest neighborhood in the freakiest city in America. Scared shitless, they walk quickly. A GANG-BANGER with a teardrop tattoo makes out with a BEARISH DUDE.Graham shoves Linsanity toward Bearish Dude. Linsanity forces a smile as Graham uses the diversion to ensure his own escape.

Mari gets offstage, a bit more covered up. Lyle hovers nearby. Hesitates. Joe and Ollie motion for him to make his move. Lyle girds himself and approaches her --Lyle busts out the worst Running Man ever run. Mari stifles laughter, eases.At those words, Lyle somehow is like five inches taller. Joe and Ollie look on, proud of their protege's success --The DJ halts the music --The crowd CHEERS.A whirring noise. From huge tubes hanging from the ceiling -- FOAM FILLS THE ROOM! Soap suds, continuously pumped in, creating the world's biggest bubble bath filled with beautiful clothesless women and a team of Google interns. QUICK SHOTS of our crew dancing in the foam with the girls. Our guys' clothes coming off. People sliding across the floor. Stuart finally points his phone in the other direction, taking photos of himself with as many women as possible. A Stripper applies glittery makeup to Neha. Yo-Yo makes out with a girl, his string fully loosened. We find Lyle and Marielena at the bar. It's going great.Lyle smiles when a DOUCHE interrupts, white powder around his nostrils --Joe and Ollie see the trouble brewing from across the way.Joe and Ollie move in, backing up their boy --Outnumbered, the Douche turns away, incensed. Then spins back and DECKS Lyle.And with that, a sudsy NERD FIGHT is on. Google versus Yahoo. It's not pretty. Broken bottles. Joe clocks the Douche right on the chin. The fight escalates. TWO HUGE BOUNCERS rush in. One TASES a Yahooligan. Nobody wants any of that. Chaos as everybody scrambles. Joe tosses Neha over his shoulder...

Gentlemen, we've got some dirty girls out there tonight. What do you say we get them clean?

Look, I've been waiting since she got off the stage, buddy. Nut up or move on.

Sweetheart, I don't know who this loser thinks he is but I drop a ton of cash here, okay? I'm an exec at Yahoo--

Graham and company tiptoe along, hands shaking as they check their phones --WHOMP! A door flies open and the YAHOO CREW stumble out, fleeing the scene --The Douche spots their green Google badges, grins.

Our team scramble aboard. Joe's last out the club door, shouting to the driver --The bus rolls off. Joe LEAPS onto the moving vehicle's steps, just avoiding a Bouncer's reach. High fives all around.He waves them off. Gonna need a second. The bus stops at a light at the corner. In the alley, we can see Graham and company running in terror. Stuart rises, patting his pockets desperately --Stuart freaks out, jonesing for a fix. Joe grips Stu's shoulders, right in his face --Joe holds out his fist for a pound. Stuart nods his assent, knocking knuckles with Joe.Someone ask him a harder question. Yo-Yo...? Yo-Yo leans his head back on his seat, eyes closed.Neha sticks her head out that same window, WOOOOING in the night. Joe and Ollie share a look. It feels good to see these kids finally alive.

The whole team is near death, insanely hungover. Yo-Yo struggles to take a sip of Gatorade but gags.Ollie staggers to his feet ---- and continues off. Lyle examines his phone. On screen some code-looking stuff ending in "fuuuuuuukkkkk uuuuuuu".At that, Joe sits up. A lightbulb moment --Joe rises. Woozy, he stumbles back into his chair.

Ollie tiptoes in. Settles into a pod, placing a cold blindfold over his eyes. Exhales a little too loudly. Shifts around. Clears his throat. All this noise awakens DANA, who lies in a pod nearby. She opens one eye. Sees that it's him, not pleased.He pads for the door, when --He turns back, pleasantly surprised he's gotten through.She nods. Surprised he understands.She shuts her eyes. He considers for a moment, then truly opens up --He turns to her to see...she's asleep. Makes a little snoring noise. He sighs. A beat, then... She smiles --He throws a pillow at her. She throws one back.Off her smile, we CUT TO -- AN IPOD snapped into a DOCK. A finger touches through the screens to bring up a PLAYLIST: get-psyched mix DIGITAL EDITION! MUSIC: A modern getting psyched selection, ie David Guetta.

Our crew is hard at work on their project. The interns type code. Joe and Ollie map out sales strategies. Yo-Yo's cell rings. It's "Mother". He considers, then clicks "IGNORE".

Our whole team is out for dinner with Anders the graphic designer.Stuart takes a deep breath. Lowers his phone. Looks Anders in the eye and begins --

Joe works on some sales figures. Clicks over to Google+ and sees MEGAN's online. Clicks on her profile. An IM pops up from her: Joe? He quickly closes out and slams his laptop shut.

Joe and Ollie pitch their data to the SALES GUY, who's got his legs wrapped around his neck. He's impressed.

Neha runs some code by one of the Magic: The Gathering guys that Joe and Ollie had laughing at the cafeteria.

Anders nods along to Stu's pitch, drawing on his paper placemat. He's made a logo for "Google Goggles" with the two O's bridged together to look like glasses. Everyone loves it.Yo-Yo slams the table, causing a shot of sake to drop from a pair of chopsticks into his pint of beer. He tosses it back.

Graham, a huge shiner on his left eye from the alley incident, sits opposite Chetty.

MUSIC: Dramatic NFL Films-style war march. Steam rises off the field. Our warriors march in...with broomsticks between their legs. Graham's team wears perfect matching Harry Potter striped outfits, goggles and capes. Our team dons a hodgepodge of mismatched workout junk.Computer Guy (serving as ref) shouts --BOTH SIDES OF PLAYERS rush to the various balls. Each competitor holds a broom between their legs at all times, forcing them both to look ridiculous and to grab the balls with one hand. Joe and Ollie may be better athletes but they have a tenuous grasp on the rules...Graham easily scores a hoop. Then another. Dodges our guys' throws. Joe grabs a volleyball and attempts to score but gets beaned by a few Bludgers. Our boys are getting their asses handed to them. Graham dunks a ball, Joe falling to the turf.Moments Later: A HUDDLE with our team.Moments Later: Gameplay resumes. Graham drives for a hoop. Joe grabs Graham's broom and yanks it into his balls, sending him flying into the hoop pole. Computer Guy lifts a --That's a foul. Graham's going to feel that in the morning. Joe nods to his teammates, touching a finger to his nose as he heads to the PENALTY BOX. Quick Shots: Joe, Ollie, and four formerly passive geeks are the Bad Boys of intramural Quidditch. Leg sweeps. Cape pulls. Broom trips. Yo-Yo gives the "not-in-my-house" finger wag. The intimidation is working -- Chubby Kid has no interest in driving the lane. Tosses the ball over to the other side. Our team scores.Computer Guy blows a whistle --A final run to the balls. Graham is the only member of his team who refuses to stand down. Makes a final push alone, head to head with Joe --Graham grabs a volleyball and scrambles off. Joe and Ollie share a look -- that was dramatic. Joe wails a throw, connecting with a Bludger to Graham's head. Stuart snatches a volleyball, runs up to the opposing team's hoop (it's the height of a kids' basket) and DUNKS the ball, hanging on the rim. Our team mobs him, diving into a pile-on like a 16-Seed that just upset Kentucky. Graham slaps a pole. Hurts his hand.

A laid-back place with the most amazing view of Monterey Bay. Ollie and Dana share a table on the patio. He's a bit more put-together. She's finally out of her professional attire and looks great.He's got his phone open to HER CALENDAR...He smiles.

Joe sits on the couch, testing the project on his laptop. At ease now. No more error beeps. A different SOUND TRILLS.Joe clicks over to see he's got a Google+ Meetup request. A beat, then...he clicks to accept. A window pops open with MEGAN in it.She's intrigued.

Ollie drops Dana at her front door. A taxi waits at the curb.She smiles. Big moment. Does he try to come in? The old Ollie would have, but --He turns, padding down the walk to the cab.He arrives at the taxi.Dana smiles. Ollie's eyebrow raises -- she optimistically scheduled him coming inside all along. He pays the CABBIE --He jumps back up the steps and kisses her.

On top of the world, Ollie pads in with a gift box to find Joe already up and about.Ollie pulls the RED PADDLE out of his pocket and holds it up.Ollie hands Joe the gift. As Joe opens it --Joe lifts a bottle of OLD FITZGERALD from the box, touched.

Joe and Ollie sit amidst the usual sea of Googlers on MacBooks.The whole shuttle of Googlers reply in the old schoolbus chant --

All the interns are gathered, Buffering before them.A hum through the crowd at that news. Lyle whispers to Joe and Ollie --Graham and company take the stage.Graham takes a photo of a wine bottle's label with his phone. On the big screen behind, we see how it links to a Napa vineyard's Chardonnay on sale at BevMo.com.Our guys take the stage. Joe and Ollie man the presentation on a laptop. Joe nods confidently to Stuart, who steps in front of the whole crowd. Real people, no iPhone. He clears his throat and nails it --The screen comes to life. A video of a wobbly Yo-Yo tumbling into a car's driver seat. He tries to start the ignition but can't. There's a TOUCHSCREEN on the dashboard. Up pops a question: What is 2 + 2? Joe and Ollie share a look. Something's gone wrong with the program. Try to fix it...Joe types in the answer: 3. The TOUCHSCREEN speaks --That's not supposed to happen. The screen then turns to a series of ZEROES and ONES. Stuart -- and THE ENTIRE CROWD -- turn to Joe and Ollie. They desperately try to make the thing work but it's not happening. Neha and Yo-Yo try to help but it's a lost cause. This is a disaster.

Our team is gathered outside the meeting hall, despondent.Yo-Yo turns and we see that his entire left eyebrow is gone, completely plucked out.Stuart has his head once again buried in a device --Stuart refuses. Just clicks away. Graham emerges from the Meeting Hall, flanked by Buffering and Chetty, who congratulate him and his team --The men continue on. Graham stops by our team as he goes --That hits Joe and Ollie hardest of all. It's one thing to have fucked themselves, but to have ruined these kids lives...

Joe and Ollie sit with their feet in the sand, paper-bagged beers once again in hand.Joe tosses his beer, rises with his laptop --Joe storms off, undaunted. Ollie watches him go.

Joe sits at a terminal. Tries running their product program, over and over again. But it won't function. He just keeps trying.

Ollie pads up to his desk to find Dana waiting for him.He continues past her and starts packing. She nods. Turns and goes, disappointed.

Joe still has no luck with the program. SMACKS the monitor.Joe spins to see HEADPHONES standing right behind him, his headphones on as usual. Joe's spooked --Headphones removes his headphones. Puts them on Joe. Nothing comes through them.Joe's furious. Knows exactly who it was. Headphones leans on the desk to read Joe's code --Headphones puts his headphones back on.He shuffles away. Doesn't turn back --Joe looks down. Sees, beside his keyboard, Headphones has left a THUMB DRIVE.Off Joe's look --

But people would connect with it. Real people. That's rare in this business.

The team is despondent as they pack their summer belongings. Ollie crosses to the sink with the bottle of OLD FITZ, unscrews the cap. He's about to pour the bourbon down the drain, when --Joe's stormed in, defiant --The collective mood snaps from grief to anger.Wow. That got dark quickly. Joe plows ahead --Yo-Yo rises. One by one they join him.Joe pulls out the THUMB DRIVE Headphones gave him and smiles. CUT TO:

The ENTIRE COMPANY is gathered in the massive space for the TGIF meeting. A buttoned-down, corporate affair. The INTERNS all sit together, wearing their NOOGLER BEANIES for the last day of camp. Our guys are nowhere to be found. Graham is on stage. He scans the WINE BOTTLE, finishing up his presentation --WHUMP! Joe, Ollie, and team BURST THROUGH the door. They've clearly been up all night, disheveled. All eyes are immediately on them.They make their way in, zigzagging through the packed house --Yo-Yo tosses back the last drops of a Redbull, then CRUSHES the can and tosses it hard on the ground -- he's totally tweaked. Ollie locates Dana in the crowd, mouthing "I'm sorry". She shakes her head but smiles, happy he didn't give up. In the back, Chetty types away at his iPhone. Buffering turns to him --Buffering's fucked.Graham forces a smile, not going to lose it in front of his future higher ups --Joe emphatically raises his hand. He's the only one.Joe and Ollie reach the front of the room.As Joe and Ollie edge their way to the podium --Joe grabs the mic, which feeds back. Takes the floor ala Gordon Gekko at the shareholder's meeting --Joe gives a little nod to Headphones. He stares ahead, headphones on, but we know he's hearing this. Ollie signals Yo-Yo, who mans the laptop. He clicks a button and a VIDEO PRESENTATION begins on the big screen behind them... \* A hot WAITRESS addresses camera --She holds up her iPhone. On it, a TOPLESS PHOTO in which she does the tongue-through-v-fingers gesture. \* An INSURANCE ADJUSTER in a suit addresses camera, reading from his phone --\* A TEENAGE KID sits at his laptop --He swivels the laptop to show us a shot of him smiling with a mangina (genitals tucked between his legs ala Buffalo Bill). \* Title appears with the LOGO for: GoogleUndo.Graham wrests control of the mic away from them --An employee has stood up in the crowd. It's Google co-founder LARRY PAGE. Co-founder SERGEY BRIN rises beside him --Graham is chastened -- these men are gods to him.Joe retakes the floor, like he's talking to two old friends --Hey, who sings that song? Dunno, lemme AltaVista it. You guys aren't the search caboose. You're the search engine.Buffering makes himself small. Chetty gleefully points him out. Buffering stands, reluctant --Chetty's eyes grow wide. He's the one who's fucked. Losing it, Graham rips out the mic --Graham quickly fidgets with his phone and PHOTOS appear on the big screen -- all from the debaucherous night at the strip club. Moments we haven't yet glimpsed: Stuart with a girl who's pulling a plastic glove onto her hand. Yo-Yo smoking a cored apple. Neha hanging upside down from a stripper pole. Joe and Ollie with their arms around the Bearish Guy. Lyle grinding with Mari...The predominantly-male crowd of geeks APPLAUDS Lyle.Larry and Sergey stride down to the podium.Larry puts his hand on Graham's shoulder --Graham is crushed.Neha, Yo-Yo and Stuart celebrate. Ollie embraces Dana. Lyle kisses Mari passionately. Larry cocks his head at the strip club photos --Graham spins away. Gets in Chubby Kid's face --Graham continues off in a huff. Joe's phone CHIMES. He checks it to find a photo PHOTO of Graham, post-alley-fight beatdown, bawling as Bearish Guy cradles him motheringly. Joe turns to Chubby Kid, who smiles proudly --A barely audible remix of We are the Champions takes us to --

My dad's name is Tom. My boyfriend's name is Todd. I sexted this to my dad...

An email to a coworker: I swear if Andrew wasn't the boss I'd knock that awful goatee right off his face. It's like his chin's a pair of old dude's balls. I hate him. Hate him. H A -- then about sixty T's -- E that fat fucking fuck.

Great eyes. What they're talking about is what Google's meant to be.

If we'd've stopped dreaming in that garage in Menlo Park fifteen years ago, none of us would be here today.

Graham's head is about to explode when Joe and Ollie come over to "soothe" him --

Joe and Ollie sit atop a giant ICE CREAM SANDWICH sculpture. Their get-psyched mix plays over an iPhone's speaker. Ollie pours two celebratory paper cups of OLD FITZ, hands one to Joe. They look out over the massive Googleplex. It's no longer quite so foreign; it's home.We pull up and over the rolling hills of Silicon Valley as their eternal pitch continues... q=Ü=É===b=å=Ç

GRAPHIC : 1967 - SOMEWHERE IN NEVADA It is set against the obvious skyline of Las Vegas .

The lair is 1960 's high - tech . We see a huge oversized conference table with six scary - looking EVIL ASSOCIATES , including a Latin American REVOLUTIONARY in a field jacket and turtleneck , TWIN NORDIC DOCTORS , and a METER MAID . ANGLE ON : A RING WITH DR. EVIL 'S INSIGNIA ON IT . THE RINGED HAND IS STROKING A WHITE FLUFFY CAT .He presses a button . The Revolutionary , the twin Nordic doctors , and the meter maid 's chairs tip back and fall into a pit . Their chairs return empty and smoking .ANGLE ON : MUSTAFA , an Arab with a red Fez .ANGLE ON FRAU FARBISSINA in a severe Salvation Army uniform .

Gentlemen, are we all here? Good. As you know, my plot to high - jack nuclear weapons and hold the world hostage has failed. Again. This organization will not tolerate failure.

I spared your lives because I need you to help me rid the world of the only man who can stop me now. We must go to London. I've set a trap for Austin Powers!

I'll be back, Mr. Powers, when free love is dead, and greed and avarice once again rule the world.

Ladies and Gentlemen, it's been a long time, but I'm back. It's all gone perfectly to plan except for one small flaw. Because of a technical error, my right arm was not frozen. I was therefore by definition only partially frozen.

Let this be a reminder to you all that this organization will not tolerate failure.

You've all been gathered here to form my Evil Cabinet. Excuse me.

Let me go around the table and introduce everyone. Frau Farbissina.

founder of the militant wing of the Salvation Army. Random Task.

a Korean ex - wrestler, evil handyman extraordinaire. Show them what you do.

A superstitious man, he leaves a tiny keepsake on every victim he kills. Scotland Yard would love to get their hands on that piece of evidence.

For thirty years, Number Two has run Virtucon, the legitimate face of my evil empire.

Gentlemen, I have a plan. It's called blackmail. The Royal Family of Britain are the wealthiest landowners in the world. Either the Royal Family pays us an exorbitant amount of money, or we make it look like Prince Charles, the heir to the throne, has had an affair outside of marriage and, therefore, they would have to divorce.

People have to tell me these things. I've been frozen for thirty years, throw me a bone here.

OK, no problem. Here's my second plan. Back in the Sixties I had a weather changing machine that was in essence a sophisticated heat beam which we called a `` laser.'' Using this laser, we punch a hole in the protective layer around

Oh, hell, let's just do what we always do. Let's hijack some nuclear weapons and hold the world hostage.

Gentlemen, it's come to my attention that a breakaway Russian Republic called Kreplachistan will be transferring a nuclear warhead to the United Nations in a few days. Here's the plan. We get the warhead, and we hold the world ransom.

Austin Powers is getting too close. He must be neutralized. Any suggestions?

Breathtaking, Frau. These automated strumpets are the perfect bait for the degenerate Powers.

I like to see girls of that caliber. By caliber, I mean both the barrel size of their guns and the high quality of their character. Forget it.

Gentlemen, Phase One is complete. The warhead is ours. Let Phase Two begin! Patch us through to the United Nations security secret meeting room.

In a little while, you'll find out that the Kreplachistani warhead has gone missing. Well, it's in safe hands. If you want it back, you'll have to pay me. ONE MILLION DOLLARS!

Doctor Evil! I did n't spend six years in evil medical school to be called ` mister'.

Fine, have it your way. Gentlemen, you have five days to come up with one

Gentlemen, in exactly five days from now, we will be one - hundred billion dollars richer.

Actually, the boy's quite astute. I am trying to kill him. My Evil Associates have cautioned against it, so here he is, unfortunately, alive.

Very well, where should I begin? My father was a relentlessly self - improving boulangerie owner from Belgium with low - grade narcolepsy and a penchant for buggery. My mother was a fifteen - year - old French prostitute named Chloe with webbed feet. My father would womanize, he would drink, he would make outrageous claims, like he invented the question mark. Sometimes he would accuse chestnuts of being lazy. A sort of general malaise that only the genius possess and the insane lament. My childhood was typical.

Welcome to my underground lair, Mr. Powers. Mrs. Kensington's daughter, how lovely. I believe your name is Vanessa? I'd shake your hands, except for obvious reasons.

Do n't try to suck up to me! It's a little late for that. I'm a freak!

Oh forget it. As a fellow player on the international stage, Mr. Powers, I'm sure you'll enjoy watching the curtain fall on the third and final act.

So powerful it can penetrate the Earth's crust, delivering a 50 kiloton nuclear warhead into the planet's hot liquid core. Upon detonation, every volcano on the planet will erupt.

Gentlemen, your deadline is in three hours. You have your instructions.

I think you'll enjoy the food. I have the best chef in the world. His name is Ezekial. He's made of seventy - five percent plastic.

I have a better idea. I'm going to put him in an easily - escapable situation involving an overly - elaborate and exotic death.

Mr. Powers, Vanessa, some friends of mine are joining us for dinner.

No, Mr. Powers, I expect them to die. Even after they pay me the money, I'm still going to melt all the cities of the world with hot magma.

All right, guard, begin the unnecessarily Slow - Moving Dipping Mechanism.

All the sharks have had laser beams attached to their heads. I figure every creature deserves a warm meal.

Mr. Powers, we're going to lower you in a tank of piranhas with laser beams attached to their heads.

I have one simple request & emdash ; sharks with friggin' laser beams attached to their heads, and it ca n't be done? Remind me again why I pay you people?

No, we'll leave them alone and not actually witness them dying, and we'll just assume it all went to plan.

Come, everyone, let us repair to the main chamber. Project Vulcan is about to begin. Scott, are you coming?

Well done, Mr. Powers. We're not so different, you and I. It's true, you're British, and I'm Belgian. You have a full head of hair, mine is slightly receding. You're thin, I'm about forty pounds overweight. OK, we are different, I'm not making a very good point. However, is n't it ironic, Mr. Powers, that the very things you stand for & emdash ; swinging, free love, parties, distrust of authority - are all now, in the Nineties, considered to

Your freedom has cause more pain and suffering in the world than any plan I ever dreamed of. Face it, freedom failed.

I had the group liquidated, you little shit. They were insolent.

MUSIC : Soul Bossanova by QUINCY JONES . We start on a pair of BEATLE BOOTS and peg - top crushed velvet pants walking down the street in rhythm , à la Saturday Night Fever . We pan up to reveal AUSTIN POWERS , International Man of Mystery . He 's a swinger , with medium - length Mod hair and sideburns and he wears National Health Services glasses . Austin walks along Carnaby Street taking photographs . It is that perpetual bright sunny day you see in Sixties movies . Austin , bursting with life , gives a two - handed handshake to a MOD FREAK , who 's just gotten off a red double - decker bus . Austin salutes a strolling BOBBY , then comes across TWO BEAUTIFUL MOD GIRLS who are excited to see him . They all start to twist to the music , including the Bobby . FREEZE FRAME - TECHNICOLOR BLUE TINT - TITLE CARD -LRB- PRODUCTION NOTE : ALL TITLE CARDS WILL BE DONE IN TECHNICOLOR FREEZE FRAMES À LA SWEET CHARITY . -RRB- In the middle of the street , THREE MODELS wait impatiently to be photographed in a makeshift photo shoot area . One wears a short - skirted Stewardess outfit . One wears a metallic silver pantsuit with matching cowl . The other wears a see - through Mary Quant dress .We see that AUSTIN HAS VERY BAD ENGLISH TEETH . The model in the stewardess outfit foes on all fours .Show me love . Yes ! And . done . Here you go , luv . I 'm spent . Austin throws the camera in the air behind him . An ASSISTANT scrambles and catches it before it hits the ground .A gaggle of MOD GIRLS come towards the shoot site . They recognize Austin and SCREAM hysterically .Austin runs away . The mob chases after him a la Hard Day 's Night .

If you can become famous, everyone will have their fifteen minutes of fame, man.

That ai n't no woman! It's a man, man. It's one of Dr. Evil's assassins.

Thank God. Those capitalist dogs will finally pay for their crimes against the people,

My God, Vanessa's got a smashing body. I bet she shags like a minx. How do I tell them that because of the unfreezing process, I have no inner monologue?

Well, as long as people are still having promiscuous sex with many anonymous partners without protection, while at the same time experimenting with mind - expanding

I do n't even know what this is. This sort of thing ai n't my bag, baby.

OK, OK man, do n't get heavy, I'll sign. Just to get things moving, baby.

Pretty groovy Jumbo Jet, eh? How does a hot chick like you end up working at the Ministry of Defense?

That's fascinating, Vanessa. Listen, why do n't we go into the back and shag?

I've been frozen for thirty years, man, I want to see if my bits and pieces are still working.

You know, a Chigro & emdash ; part Chinese, part Negro & emdash ; Chigro.

Oh, I get it, it's like ` I'm not a whore, I'm a sex worker', baby.

Seems pretty straightforward, do n't you think. listen darling, I think you're a fabulous bird. Can I get your telephone number?

Smashing! When we land I'll give you a tinkle on the telling bone.

Brrrr! She must be frigid. There's two things I know about life : one, Americans will never take to soccer. Two, Swedish girls and stewardesses love to shag!

Do I make you horny? Randy, you know. To you, am I eros manifest?

Listen, Vanessa, I'm a swinger & emdash ; that's what I do, I swing.

Let me guess. The floss is garotte wire, the toothpaste contains plastic explosives, and the toothbrush is the detonation device.

So, shall we shag now, or shall we shag later? How do you like to do it? Do you like to wash up first? Top and tails? A whore's bath? Personally, before I'm on the job, I like to give my undercarriage a bit of a how's - your - father.

Hey, who put this in here? Someone's playing a prank on me! Honestly, this is n't mine.

I'm going to use a cover name. It's important that it be a generic name so that we do n't draw attention to ourselves.

Cards are not my bag, man. Allow myself to introduce. myself. My name is Ritchie Cunningham.

I'm sorry, I'm just not getting it. It sounds like you're saying your name is a lot of. never mind. Listen, cats, I'm going to crash. It's been a gas.

That cat Number Two has an X - ray eyepatch. I get bad vibes from him, man. Listen, we should go back to the room, but first I have to go to the naughty chair and see a man about a dog.

We've got a doctor's appointment & emdash ; an evil doctor's appointment.

Let me tell you a story. There's these two bulls on top of a hill checking out some foxy cows in the meadow below. The young bull says, ` hey, why do n't we run down the hill and shag us a cow?', and the wise old bull replies, ` no, why do n't we walk down the hill and shag all the cows?'

No worries, luv. We'll just give Basil a tinkle on the telling bone.

My God, Vanessa, you are so incredibly beautiful. Stay right where you are.

Alright, luv! Love it! Turn. pout for me Vanessa. Smashing! Crazy. Give me some shoulder.

Help! I'm in a nutshell! What kind of nut has such a big nutshell? How did I get into this bloody great big nutshell?

She was very groovy. She was so in love with your Dad. If there was one

Your boss, Number Two, I understand that cat's involved in big underground drills.

I think it was Wordsworth who penned this little gem : ` Press the button, pull the chain, out comes a chocolate choo - choo train.'

Thank you, Exposition. Only two things, scare me, and one is nuclear war.

I've uncovered the details on Project Vulcan. It's a new subterranean warhead delivery system.

You must admit, she is rather mannish. No offense, but if that's a woman, it looks like she's been beaten with an ugly stick.

I think if everyone were honest, they'd confess that the lady looks exactly like a man in drag.

Do n't be sorry. You're right to be suspicious. I shagged her. I shagged her rotten.

Well they should, filthy beggars, they go from port to port. Alotta meant nothing to me.

Yeah, I ca n't believe Liberace was gay. Women loved him, man. I did n't see that one coming.

Since I've been unfrozen, I've had a rancid taste in my mouth. Do you have a piece of gum?

No! Do n't lay your hang - ups on me, Vanessa. You're being very trippy.

Do n't worry, baby. I picked up a mind control technique during my travels to India. I learned it from my guru, the late Guru Shastri, a chaste man who mysteriously died of a disease that had all the hallmarks of syphilis.

Yes, act naturally and we'll split this scene the way we came in, Vanessa.

First, I plan to soil myself. Then, I plan to regroup and think about the next move. Any thoughts?

All right, I get it. I have bad teeth. You have to understand, in Britain in the Sixties you could be a sex symbol and still have bad teeth. It did n't matter.

We've got a freaked out square and world annihilation is his bag. You go get help. I'm gon na stay here and keep an eye on the bad Doctor.

Listen, Vanessa, whatever happens, I just want you to know that I feel bad about shagging that Italian girl. I had a sip of sake and all of the sudden, I do n't know what happened. The whole time I was shagging her & emdash ; I mean really shagging her, I mean it was crazy, I was like a huge mechanical piston, in and out, IN and OUT! & emdash ;

Anyways, what I'm trying to say is that if you want me to be a one - woman man, well, that's just groovy, because. I love you.

Margaret Thatcher naked on a cold day! Margaret Thatcher naked on a cold day! Margaret Thatcher naked on a cold day!

I can explain. They attacked me. Gas came out of her. well, and then they. and I.

I'm going it alone this time, Vanessa. I have a follow - up visit with the Evil Doctor.

Well, Destructacon 5000, you have quite a head on your shoulders, I dare to coin.

Ow! That really hurt. I'm going to have a lump there, you idiot! Who throws a shoe? You fight like a woman.

No, man, what we swingers were rebelling against were uptight squares like you, whose bag was money and world domination. We were innocent, man. If we'd known the consequences of our sexual liberation, we would have done things differently, but the spirit would have remained the same. It's freedom, man.

That's why right now is a very groovy time, man. We still have freedom, but we also have responsibility.

Two BAD GUYS attack Austin . He JUDO CHOPS them .The mob of girls catches up to Austin and he runs away .

Austin 's in a phone booth with his back turned . The mob runs by . He steps out , disguised only by a beard .

Austin is jiving down the street and comes across a stoned - face red - coated BUCKINGHAM PALAM GUARD standing at attention just outside his guard box . Austin mugs for the guard , trying to get him to crack up , but to no avail . Finally , he pulls a big sixties FLOWER from behind the guard 's head and presents it to him . They both crack up .

The girls run by a Sixties - era photo booth with somebody inside . Austin steps out . ANGLE ON THE FILM STRIP Panels 1 - 3 show Austin with various exotic MODELS . The fourth panel shows Austin with the QUEEN .

Austin spots a VERY PREGNANT HIPPY GIRL with a placard that says `` PROTEST ! '' in a funky font .The both laugh . FULL SCREEN INSERT - AUSTIN 'S PASSPORT The passport opens . We see Austin 's dour photo . Then he gives an insane grin , showing his bad teeth . The page flips and we see visa stamps from all the exotic places he 's been .

Austin flips a coin into a BLIND MAN 's cup . The blind man , obviously sighted , moves the cup to catch the coin . Austin wags his finger in a `` oh , you '' fashion , and then proceeds to knee him the balls .

Austin is being chased around the corner by a GAGGLE OF SCHOOLGIRLS . After a moment , Austin returns from around the corner with a baton , followed by a MARCHING BAND . The schoolgirls pick up his trail again and he begins to run . A 1967 Jaguar XKE convertible , which is decorated with a large Union Jack , pulls beside Austin . He jumps over the door into the moving convertible , racing off just ahead of the crowd .

The driver of the Jag is Austin 's associate , MRS. KENSINGTON , a beautiful woman in her thirties . They drive against obvious REAR PROJECTION of 1960 's London .The glove compartment revolves to reveal a picture phone . ANGLE ON : PICTURE PHONE SCREEN . We see BASIL EXPOSITION a distinguished older man . A desk plate reads : `` Basil Exposition , Chief of British Intelligence . ''You 're Austin Powers , International Man of Mystery , and you 're with Agent Mrs. Kensington . The year is 1967 , and you 're talking on a picture phone .A panel revolves to reveal a map of London with lights showing Austin 's position and the location of the club .

Hello, Austin Just then, a FLASHING RED LIGHT goes off and we hear a distinctive PHONE RING.

Hello, Austin. This is Basil Exposition, Chief of British Intelligence.

I just wanted to be extremely clear so that everyone knows what's going on at any given time. We've just received word that Dr. Evil, the ultimate square, is planning to take over the world.

I'm afraid not. Earlier this week, Dr. Evil escaped from Zedel Edel Prison in Baaden Baaden and now he's planning a trap for you tonight at the Electric Psychedelic Pussycat Swinger's Club in Picadilly Circus here in swinging London.

You ca n't judge him by modern standards. He's very much a product of his times. In my day he could have any woman he wanted.

You have to understand, in Britain in the Sixties you could be a sex symbol and still have bad teeth. It did n't matter.

Just wait. Once Austin gets you in his charms, it's impossible to get out.

Austin is very charming, very debonair. He's handsome, witty, has a knowledge of fine wines, sophisticated, a world - renowned photographer. Women want hin, men want to be him. He's a lover of love & emdash ; every bit an International Man of Mystery.

I know. Let me just say this : Austin was the most loyal and caring friend I ever had.

As you know, gentlemen, Dr. Evil had himself frozen in 1967. Soon after, Austin Powers volunteered to have himself frozen, in the event Dr. Evil should ever return. We believe Dr. Evil has begun yet another plot to take over the world. And that, gentlemen, is why we're here.

No, he worked freelance, an internationally renowned swinging photographer by day and the ultimate gentlemen spy by night.

You're in the Ministry of Defense. It's 1997. You've been cryogenically frozen for thirty years.

The shouting is a temporary side - effect of the unfreezing process.

You might also experience a slight fever, dry mouth, and flatulence at moments of extreme relaxation. Austin, this is Commander Gilmour, Strategic Command, and General Borschevsky, Russian Intelligence.

A lot's happened since you were frozen, Austin. The cold war's over.

No, Austin, Mrs. Kensington has long - since retired. Ms. Kensington is her daughter.

Yes, well. Agent Kensington will get you set up. She's very dedicated. Perhaps, a little too dedicated.

She's got a bit of a bug up her ass. Good luck, Austin, the world's depending on you.

Hello Austin. Hello Vanessa. This is Basil Exposition, from British Intelligence.

Hello, Austin, this is Basil Exposition from British Intelligence. Thank you for confirming the link between Dr. Evil and Virtucon. Find out what part Virtucon plays in something called Project Vulcan. I'll need you and Vanessa to get on that immediately.

Let me remind you that because of the unfreezing process you might experience flatulence at moments of extreme relaxation.

Austin, Vanessa, let me bring you up to speed. Dr. Evil has high - jacked a nuclear warhead from Kreplachistan and is holding the world ransom for one - hundred billion dollars. If the world does n't pay up in four days, he's threatening to destroy the world.

Indeed. If we could get back to the business at hand. It's one thing to have a warhead, it's quite another thing to have the missiles to launch it.

Good God, and underground missile. We've long feared such a development.

Austin did some reconnaissance work at Alotta Fagina's penthouse last night.

Top drawer, Kensington. Oh, Austin, I want you to meet somebody.

Austin, this is my mother, Mrs. Exposition. She's in from Tunbridge Wells

My God, man, do n't you understand? It wo n't just be active volcanoes, inactive ones will erupt as well. Seven - eighths of the Earth's land mass will be deluged with hot magma. Tectonic plates will shift, causing massive earthquakes. Imagine no United Kingdom. Think of it, no cricket, no tea, no freshly toasted crumpets smothered with Devonshire clotted cream, the diving mystery of Stonehenge. Imagine severing forever the continuity of Britannic majesty, the demise of this sceptered isle, this jewel, this England.

Well, Austin, you've stopped Dr. Evil from destroying the world with his subterranean nuclear probe, and somehow you and Agent Kensington managed to escape unscathed from his evil lair.

Because of your exemplary service to Her Majesty, you are now officially an active Field Agent with all the privileges and responsibilities thereof.

Here's the number of my dentist, he's first rate. Ring him up, he'll look after you.

Austin, now, about your next mission & emdash ; Still kissing Vanessa, Austin motions with his thumbs to the pilot of the helicopter to lift Basil up. He rises away in mid - sentence.

But, wait, I & emdash ; you got me again. Oh, and Austin & emdash ;

On top of one building is a three - story high BOB 'S BIG BOY figure .

The Jaguar pulls up in front of the swinging nightclub . Mrs. Kensington steps out of the car , dressed in a tight leather fightsuit . She looks fabulous .

It 's a swinging club . FREAKS abound . In one corner , there is a PRESS CONFERENCE in progress .gon na write that , and it 'll be a big hit .FULL SCREEN INSERT A vinyl 45 of `` You Ca n't Always Get What You Want . '' FULL SCREEN INSERT - BILLBOARD CHART `` You Ca n't Always Get What You Want '' at Number One .

`` You ca n't always get what you want!'' That's a great title for a song! I'm

In one corner ANDY WARHOL sits in front of his multi - colored Elvis -LRB- or equivalent -RRB- . He body paints a butterfly on the thigh of a MOD GIRL wearing a metallic miniskirt outfit .Austin hands Andy a can of soup .FULL SCREEN INSERT Andy Warhol 's famous Soup Can painting .

I'm going to paint this can of soup and become famous and not give you any credit for it.

`` Fifteen minutes of fame?'' I'm going to use that quote and not give you any credit for that, either.

HER MAJESTY , THE QUEEN is giving Austin a Victoria 's Cross like the Lyndon Johnson scene in Forrest Gump . Behind them , are two COLDSTREAM GUARDS and the DUKE OF EDINBURGH .Austin gives a cheeky look to Mrs. Kensington .Austin turns around , drops his pants , and shows his wounded bum -LRB- matching Gump 's -RRB- to the queen . The queen walks away .In the line - up we also see FOREST GUMP . He has to pee very badly .He PUNCHES a PRETTY MOD GIRL in the face , knocking her out cold .Austin pulls off the mod girl 's wig . She is a MALE ASSASSIN . The assassin comes to and leaps to his feet . Mrs. Kensington knocks his feet from under him . The assassin hits the ground and pulls out a dagger . Mrs. Kensington kicks the knife out of his hand and Austin gets him in a head - lock from behind .ANGLE ON : A FINGER WITH DR. EVIL 'S INSIGNIA ON IT . THE FINGER PULLS THE TRIGGER OF A SPEAR gun . The assassin falls forward . A spear protrudes from his back . Austin sees Dr. Evil as he runs through a door . They give chase .

They enter . Dr. Evil climbs into an egg chair .The chair fills with a WHITE MIST .Before the doors close , the white CAT jumps in the egg chair . A sign on the egg reads `` CRYOGENIC FREEZING BEGINNING . ''Austin begins FIRING at the egg chair . The ceiling opens up and the egg rises through the opening . Everything begins to RUMBLE . Rocket exhaust pours out of the ceiling .

The Bob 's Big Boy rocket leaves the atmosphere . Mr. Bigglesworth is pressed to the window like one of those stuffed Garfields .

GRAPHIC : 1997 - NORAD - COLORADO SPRINGS THIS SCENE IS SHOT IN THE MULTIPLE SPLIT SCREEN STYLE , LIKE THE THOMAS CROWN FULL SCREEN - INT . NORAD TRACKING ROOM A BLIP appears on the radar screen .SPLIT SCREEN 2 - INT . COMMANDER GILMOUR 'S OFFICE COMMANDER GILMOUR , a distinguished man in his fifties .SCREEN 3 - THE BOB 'S BIG BOY ROCKET The rocket is dirty and battered from thirty years in space .DRAMATIC STINGSCREEN 4 - A RADAR MAP OF NEVADA On the radar screen it says `` NEVADA . ''He hangs up and picks up another phone .SCREEN 5 - SERGEANT PHILIPS AT HIS DESK SERGEANT PHILIPS picks up the phone .SCREEN 6 - THE WHITE HOUSESCREEN 7 - AN AIR FORCE JET ON A RUNWAYSCREEN 8 - AN OVERNIGHT BAGSCREEN 9 - FISH IN A TANK A hand enters and sprinkles fish food .The hand re - enters and scoops up some of the fish food .

Commander, this is Slater in SoWest Com Three. We have a potential bogey with erratic vectoring and an unorthodox entry angle.

No. Log Com Bird Twelve says its metalurg recon analysis is a standard alloy, not stealthy, not carbon - composite.

In many ways, Bob's Big Boy never left, sir. He's always offered the same high quality meals at competitive prices.

Mr. Powers, the President's very concerned. We've got a madman on the loose in Nevada.

GRAPHIC : LONDON , ENGLAND - MINISTRY OF DEFENSE MUSIC : `` RULE BRITANNIA ''

Basil Exposition -LRB- now aged 30 years -RRB- , Command Gilmour , and NICOLAI BORSCHEVSKY , a Russian General , put on extreme - weather gear over their uniforms .Command Gilmour opens a vault door . COLD MIST escapes .

They pass a row of cryogenic holding berths , each containing a naked PERSON in suspended animation , a la Demolition Man . They pass GARY COLEMAN , EVEL KNIEVAL -LRB- with cape -RRB- , and VANILLA ICE , all in suspended animation . They pass a now - empty berth with a plate that reads `` JOHN TRAVOLTA . ''Finally , they come across Austin Powers : He is naked . His hands cover up his private parts . The look on his face suggests ` Oh my God , my bits and pieces are cold ' . His glasses are frosted over . He is very hairy .Lasers begin to cut Austin out of the ice in one huge cube .A ROBOTIC ARM lifts the cube out of the berth and places it into a high - tech melting vat of warm liquid GOO .Austin comes to life out of the goo on a draining platform .

Complete! The cryogenic state of Austin Powers is now completed.

Technicians lead a half - asleep Austin to a screened area , where only his feet and head are visible . He 's washed off with a series of hot - water jets .He 's given futuristic inoculations and then led to a screened - in toilet area . We can hear the sound of PEE ENTERING THE BOWL . He PEES for a while , then a little longer . And then EVEN LONGER STILL . The stream seems to be subsiding . then begins STRONGER than ever . He is still PEEING . Finally , it STOPS .He begins PEEING again . A little LONGER . Then in short staccato BURSTS . The it STOPS . Pause . Two DRIPS .Austin lies in a bed tilted up in an extreme angle à la Dr. Frankenstein 's lab . NURSE TECHNICIANS administer injections and monitor electrodes , IV 's , and other biological sensors .hey Comrades ?VANESSA KENSINGTON , Mrs. Kensington 's daughter , beautiful , mid - Twenties , English , enters . She is wearing a very conservative , business pantsuit . Her hair is up and she wears glasses . Austin 's breath is taken away . She sets down a huge stack of files .There is an uncomfortable SILENCE .drugs in a consequence - free environment , I 'll be sound as a pound .Basil exits .

Mr. Powers, my job is to acclimate you to the Nineties. You know, a lot's changed since 1967.

Listen, Mr. Powers, I look forward to working with you, but do me a favor and stop calling me baby. You can address me as Agent Kensington. We have to leave immediately. We've preserved your private jet just as you left it. It's waiting at Heathrow Airport.

I went to Oxford and excelled in several subjects, but I ended up specializing in foreign languages. I wanted to travel - see the world. In my last year I was accepted into the M.O.D. in the Cultural Studies sector. I thought I was off on an exciting career, but my job was to read everything printed in every country. It's very boring. My whole day is spent reading wedding announcements in Farsi. If I do well with this case, I finally get promoted to field operative.

Mr. Powers, please. I know that you must be a little confused, but we have a very serious situation at hand. I would appreciate it if you'd concentrate on our mission and give your libido a rest.

We do n't use the term ` Negro' anymore. It's considered offensive.

I understand that, Mr. Powers, but let me be perfectly clear with you, perhaps to the point of being insulting. I will never have sex with you, ever. If you were the last man on Earth and I was the last woman on Earth, and the future of the human race depended on our having sex simply for procreation, I still would not have sex with you.

Yes, we've had it retrofitted with a secure cellular phone, an on - board computer, and a Global Geosynchronous Positioning Device. Oh, and finally, this.

No, actually. I do n't know how to put this really. Well, there have been fabulous advances in the field of dentistry.

You're going to sleep on the sofa. I'd like to remind you, Mr. Powers, that the only reason we're sharing a room is to support our cover story that we're a married couple on vacation.

Oh, I forgot to tell you, they're prescription X - ray glasses. I have very bad astigmatism.

Well, God knows he tried, but I've been rather firm with him, Mummy. You did n't tell me he was so obsessed with sex. It's bizarre.

Unfortunately, while you told that stupid story, Dr. Evil has escaped.

I'm not. I'm the sensible one. I'm always the designated driver.

It's not that I'm drunk, I'm just beginning to see what my Mum was talking about.

Yes, Virtucon runs a tour of their facilities every hour. I suggest we pose as tourists and do site - level reconnaissance.

Listen, I know I'm just being neurotic, but I ca n't shake this suspicious

I ca n't believe you made love to her just like that. Did you use protection?

Well, it means something to me. If you want us to have a relationship, you've got to be a one - woman man.

You just do n't get it, do you, Austin? Good night. Welcome to the Nineties, you're going to be very lonely.

Thirty years of political and social upheaval. The fall of the Berlin wall, a female Prime Minister of England, the abolishment of Apartheid, a fascinating tapestry of human strum und drang.

I'll tell him. By the way, I've decided we should keep our relationship strictly professional.

I'm looking at you, and the whole time I ca n't help thinking you had your willie inside her hootchie - kooch.

Austin and Vanessa wait at the window .A CLERK brings out a locker - basket and reads off a list .The clerk shows the book to Austin , who is humiliated .

OK, Austin Danger Powers : One blue crushed - velvet suit. One frilly lace cravat. One gold medallion with peace symbol. One pair of Italian shoes. One pair of tie - dyed socks, purple. One vinyl recording album : Tom Jones, Live at Las Vegas. One Swedish - made penis enlarger pump.

One credit card receipt for Swedish - made penis enlarger pump, signed Austin Powers.

One warranty card for Swedish - made penis enlarger pump, filled out by Austin Powers.

One book : Swedish - Made Penis Enlarger Pumps and Me : This Sort of Thing Is My Bag, Baby, by Austin Powers.

A multi - colored psychedelic jumbo jet with Austin 's logo on the tailpiece .

The inside looks like Hugh Heffner 's jet & emdash ; rust shag carpet , brown walls , and beads . Austin and Vanessa sit on beanbag chairs . Vanessa works on her lap top .The STEWARDESSES enter . They 're not dressed very sexily . One of them is a man and another wears braces .She holds up some skimpy , lingerie - type flight outfits . FLIGHT ATTENDANT ALSO , I HAVE SOME QUESTIONS ABOUT THE ITINERARY . IT SAYS HERE , ' 4:30 - DINNER , 5:30 - Everyone Gets Naked and Covered with Baby Oil , 6:00 - Orgy ' ?The flight attendant gives him a chilly stare and then exits .They 're shag - mad , man ! Let me ask you a question , Vanessa , and be honest .Austin is oblivious .

Excuse me, did you say ` stewardess'? We're called ` flight attendants' now, thank you very much.

My name is Mrs. Wilkenson. There are a few things we need to discuss. First of all, we're not wearing these.

It's 777 - FILM. We have to prepare the craft for take - off now.

Austin 's plane . Time has passed . IINT . PRIVATE JET - NIGHT Vanessa 's lap - top BEEPS .ANGLE ON : the computer screen . It 's Basil Exposition .There 's a company in Las Vegas called Virtucon that we think may be linked to Dr. Evil . Many of the Virtucon executives gamble at the hotel/casino where you 'll be staying . That 's the first place you should look . Well , I 'm off to the chat rooms .Vanessa closes her lap - top .bean - bags in the upright position . Austin and Vanessa fasten the seatbelts on their bean bags .

Ladies and gentlemen, we're beginning our final descent into Las Vegas International Airport. Flight attendants will be coming by to collect your drinks, and I'll ask you at this time to please return to the main cabin and put your

MUSIC : Psychedelic Wa - wa Pedal Funky Drummer Beat TITLE GRAPHIC : The Trip Using a sequence of snap - zooms , colored projections , and flashing lights , we see Austin dance crazily à la BOB FOSSE with a GO - GO GIRL in a bikini with the Austin Powers logo body - painted on her midriff . The sequence lasts five seconds and is very groovy .

Sights and sounds of Las Vegas icons at night : `` Welcome to Las Vegas '' sign . Luxor . The giant cowboy whose arm waves . Caesar 's Palace . The montage ends on the modern skyline of Las Vegas . GRAPHIC : 1997 , SOMEWHERE IN NEVADA

ANGLE ON EVIL ASSOCIATE MUSTAFA . He is terrified and sweaty , eyes darting left and right .He holds up his older right arm , which looks normal .ANGLE ON MR. BIGGLESWORTH who is now totally hairless , with a fringe of white hair around it 's ears , like Dr. Evil himself .ANGLE ON A HAND WITH DR. EVIL 'S RING ON IT Dr. Evil presses a button . Mustafa 's chair tips back and he falls backwards into a pit .MUSTAFA 'S SCREAMS ECHO FAINTLY ANGLE ON : DR. EVIL FOR THE FIRST TIME . HE IS IN HIS EARLY FIFTIES AND IS BALD , WITH A HIDEOUS scar on his cheek .More muffled SCREAMS .He picks up a white phone and MURMURS into it .ANGLE ON FRAU FARBISSINARANDOM TASK is a large Korean man in a butler 's uniform .He stands up , bows , then takes off his shoe and THROWS it . It knocks the head off a sculpture across the room .PATTY O'BRIEN , a small , wiry Irishman with fiery eyes .Around PATTY O'BRIENS WRIST is a charm bracelet .Everyone in the room tries to keep a straight face .They can not contain their LAUGHTER .NUMBER TWO , a good - looking 40 - year - old man with an eye - patch .He hits a button . The conference table slowly rotates to reveal a large , illuminated map of the United States dotted by various miniature models .The thirty - eight states illuminate on the map .A steel mill miniature illuminates in Cleveland .A ship off the coast of Texas illuminates .An oil refinery illuminates in Seattle .The miniature model factory lights up in Chicago .There is an uncomfortable silence .the Earth , which we scientists call the `` Ozone Layer . '' Slowly but surely , ultraviolet rays would pour in , increasing the risk of skin cancer . That is , unless the world pays us a hefty ransom . There is another uncomfortable silence .There is an uncomfortable pause .There is another uncomfortable pause .SCOTT EVIL walks out . He is fifteen , grungy , and wears a Kurt Cobain T - shirt .

But my design was perfect! Your autonomic functions were shut down, and even though your arm was n't frozen, the aging was retarded, therefore your right arm is only slightly older than the left.

- work with this tennis ball. Squeeze it for twenty minutes a day. A few months of that and it'll be just as strong as the other arm.

We could not anticipate feline complications due to the reanimation process & emdash ;

Hello up there! Anyone! Can someone call an ambulance? I'm in quite a lot of pain.

If somebody can open the retrieval hatch down here, I could get out. See, I designed this device myself and. oh, hi! Good, I'm glad you found me. Listen, I'm very badly burned, so if you could just & emdash ; SFX : Muffled Gunshot

You shot me right in the arm! Why did & emdash ; SFX : Muffled Gunshot. Dr. Evil waits. Nothing.

What? What? Why does everyone always laugh when I say that? They are after me lucky charms.

It's a television commercial with this little cartoon Leprechaun who is a benevolent imp who is very concerned that these children will steal his lucky charms which are foodstuffs fashioned into various shapes & emdash ; hearts, moons, clovers, what have you.

Over the last thirty years, Virtucon has grown by leaps and bounds. About fifteen years ago, we changed from volatile chemicals to the communication industry. We own cable companies in thirty - eight states.

In addition to our cable holdings, we own a steel mill in Cleveland.

And a factory in Chicago that makes miniature models of factories.

We also own the Franklin mint, which makes decorative hand - painted theme plates for collectors.

Some plates, like the Gone With The Wind series, have gone up in value as much as two - hundred and forty percent, but, as with any investment, there is some risk involved.

Um, Dr. Evil, Prince Charles did have an affair. He admitted it, and they are now divorced, actually.

Do n't you think we should ask for more than a million dollars? A million dollars is n't that much money these days.

Remember when we froze your semen, you said that if it looked like you were n't coming back to try and make you a son so that a part of you would live forever?

Well, after a few years, we got sort of impatient. Dr. Evil, I want you to meet your son.

I have n't seen you my whole life and now you show up and want a relationship? I hate you!

Ya wohl & emdash ; I mean, yes wohl, Herr Doctor. I have created the ultimate weapon to defeat Austin Powers. Bring on the Fembots!

These are the latest word in android replicant technology. Lethal, efficient, brutal. And no man can resist their charms. Send in the soldiers!

It's about the sharks. Since you were frozen, they've been placed on the Endangered Species List. We tried to get some, but it will take months to clear up the red tape.

Well, we experimented with lasers, but you would be surprised at how heavy they are. They actually outweighed the piranha themselves, and the fish, well, they sank to the bottom and died.

OK. Well, I just really met my Dad for the first time three days ago. He was partially frozen for thirty years. I never knew him growing up. He comes back and now he wants me to take over the family business.

I do n't know. I was thinking, maybe I'd be a vet or something, cause I like animals and stuff.

Anyways, this is really hard, because, you know, my Dad is really evil.

I just think, like, he hates me. I really think he wants to kill me.

Well, me and a buddy went to the video arcade in town and, like, they do n't speak English right, and so my buddy gets into a fight, and he goes ` hey, quit hassling me cause I do n't speak French or whatever', and the other guy goes something in Paris talk, and I go ` um, just back off' and he goes ` get out' and I go ` make me'.

But what if he escapes? Why do n't you just shoot him? What are you waiting for?

Why do n't you just shoot him now? Here, I'll get a gun. We'll just shoot him. Bang! Dead. Done.

I have a gun in my room. Give me five seconds, I'll come back and blow their brains out.

I hate you! I hate you! I wish I was never artificially created in a lab.

Vanessa and Austin drive in his perfectly - preserved Jag .The glove compartment revolves to reveal a display of various dental hygiene products & emdash ; floss , toothpaste , toothbrush , dental mirror , and cleaning tool .

Vanessa carries her compact flight attendant bag and Austin takes his two bright red oversized leatherette Samsonite suitcases .They both laugh .HER LUGGAGE : In the inside flap is a types list of contents . All of her items are in separate , labeled plastic bags .HIS LUGGAGE : He pulls out a Nehru jacket and a huge Remington shaver with huge English plug . HER LUGGAGE : She pulls out a compact clothes steamer/travel iron and a Braun blow drier . HIS LUGGAGE : He pulls out a vintage 1967 Playboy and a bottle of Jurgens lotion . HER LUGGAGE : She pulls out Wet - Naps , her underthings in a plastic baggie marked `` Underthings '' and her shoes in a baggie marked `` Shoes . '' HIS LUGGAGE : He pulls out a miniature meditation gong and Hai Karate cologne . HER LUGGAGE : She pulls out a dossier labeled `` Dr. Evil - Top Secret . '' HIS LUGGAGE : He pulls out the Swedish penis enlarger pump . Vanessa sees it .Austin casually dials the phone while looking at his palm . After a beat we hear a loud MALE VOICE coming through the handset .Austin covers the mouthpiece and whispers to Vanessa .

Austin and Vanessa walk through the casino . Austin gives PEOPLE two - handed handshakes . They stare like he 's a freak .

Austin and Vanessa join the high - rollers table . Number Two is there , complete with eyepatch . On one side of him is a beautiful ITALIAN WOMAN -LRB- a la SOPHIA LOREN -RRB- in a white dress with a white kerchief on her head . On the other side of him is an extremely large - breasted BIMBO .The DEALER deals .Zoom in on Number Two 's eyepatch . NUMBER TWO 'S MONOCULAR POV GRAPHIC : `` X - RAY EYEPATCH '' . We see everyone at the casino in their underwear . He looks at the next card in the shoe . It is a 4 .The dealer draws a card from the card shoe .Everyone at the table applauds . The dealer deals to Austin and Number Two .NUMBER TWO 'S POV GRAPHIC : `` X - RAY EYEPATCH '' . He looks at the shoe at the shoe and sees that the next card is a ten .Smugly , Austin puts on Vanessa 's x - ray glasses . AUSTIN 'S POV GRAPHIC : `` X - RAY SPECS '' . Everyone is in their underwear , but it is completely blurry .The table MURMURS .The dealer deals him the ten .Vanessa is mortified .He extends his hand to shake . Austin extends his hand , but misses and begins to shake the bimbo 's breast . There is an awkward pause . Austin takes off his glasses .Austin and Vanessa leave .

Austin enters to see a gregarious TEXAN in a huge cowboy hat . Austin enters a stall . The Texan enters the adjoining stall .

Hey pardner, just relax, do n't force it! Use some creative visualization.

Austin sits down . Behind him , a panel SLIDES OPEN , revealing Patty O'Brien . His charm bracelet JINGLES . Austin looks back . Patty 's bracelet is now garotte wire . He wraps it around Austin 's throat . Austin gets his thumbs between the wire and certain death .

The Texan can only see Austin 's feet , which are moving about frantically . He can hear the GRUNTING .

Austin GRUNTS and snaps his head back into Patty O'Brien 's crotch . Patty O'Brien GROANS in agony .Austin breaks free of the charm bracelet/garotte , grabs Patty O'Brien 's head , and pulls it between his legs so that it hovers above the toilet bowl .

Austin drops Patty 's head into the toilet and FLUSHES . We hear MUFFLED GURGLING SOUNDS from Patty O'Brien .

Austin reaches into Patty O'Brien 's wallet . We see his Dr. Evil ID card and Alotta 's Virtucon business card with her address .

Austin is leaving his stall . The Texan can see Patty O'Brien 's dead body head - first in the toilet .ANGLE ON THE FLOOR OF AUSTIN 'S STALL Patty O'Brien 's lifeless hand hits the floor . The charms come tumbling out : a heart , a moon , a star , and a clover . A second later , a blue diamond falls out .

MUSIC : Psychedelic Wa - wa Pedal Funky Drummer Beat TITLE GRAPHIC : Love Power Austin and the go - go girl dance crazily .

Vanessa is on the phone on the bed sifting through photos and files on Dr. Evil , Virtucon , etc. . In the background , through an open door , we see that Austin is asleep on the couch .

An older Mrs. Kensington sits in her suburban English front room .

In the background , we see Austin get off the couch . He is very naked and very hairy . A strategically placed vase of flowers blocks his naughty bits from view .Austin moves towards the bathroom away from the flowers . Right in the nick of time , Vanessa holds up a photo of Number Two and looks at it , blocking his naughty parts .SPLIT SCREEN - HOTEL ROOM/MRS . KENSINGTON 'S HOUSEWe hear the TOILET FLUSH . Mrs. Kensington WIPES off the screen . Austin re - enters from left to right , still NAKED . Vanessa holds up Austin 's Fab Magazine shoot from the Sixties , and in perfect timing blocks his crotch from the camera .I will always love him .Vanessa hangs up . Austin enters wearing an `` Austin Powers '' robe .

THROUGH BINOCULAR POV CUT - OUTS We see a black limousine pull up in front . Random Task and another BODYGUARD exit the limo and secure the area .

We see that the binoculars belong to Vanessa . She and Austin are on a stakeout . Austin 's Jag is in the background .Austin pulls into frame an extremely long telephoto lens attached to his vintage camera .

TELEPHOTO LENS POV Two more BODYGUARDS leave the building and approach the limo . Number Two exits the building holding Mr. Bigglesworth , the hairless cat . He 's not happy about this , and has a scratch on his cheek . FREEZE FRAME . SFX : Camera motor drive .

TELEPHOTO LENS POV Number Two hands the hairless cat through limo 's window . FREEZE FRAME . SFX : Camera motor drive . The limousine speeds off .

He notices the way the desert light catches her beauty .Austin changes lenses and begins SNAPPING PICTURES .Vanessa does a few coy poses .Vanessa lets go a little bit more . WHITE CYC Austin and Vanessa are in the midst of a full professional photo shoot , and she 's loving it . Austin begins SNAPPING pictures , all the while changing her look , touching her hair .He motions to her two top buttons of her blouse . She nods no . Austin nods yes . She sheepishly undoes them . A MONTAGE of her in various gowns , one more exotic and exciting than the other .Vanessa is flanked by two buff MALE MODELS à la Madonna .He goes in closer .He throws the camera down .

Austin and Vanessa are on the top deck of an open air double - decker English bus having a full - course formal dinner . They 're drinking champagne . Austin is cutting sausages into ever - smaller pieces , holding his cutlery very English . He has cut one piece to the point to which it 's a speck . H puts it on the fork and offers it to her .They laugh . They drink . It 's TOM JONES , serenading them . They begin to dance . Austin gives her roses . Austin is wooing her .

They walk along the brightly - lit streets , laughing , enjoying each other 's company . Austin gives Vanessa a pet rock . She graciously accepts . LAS VEGAS - SUPERIMPOSITION MONTAGE Austin and Vanessa stroll against a changing series of backgrounds & emdash ; neon signs , Vegas icons , dice showgirls , etc. .

Sounds of MOANS and GROANS . We see Austin 's backside sticking out above a piece of furniture , then Vanessa 's high - heeled leg straining upwards .We hear a SPINNING SOUND .We now see that Austin and Vanessa are playing TWISTER . She reaches for left hand blue and they fall over , laughing .Behind the couch , Austin mimes going down stairs .Austin mimes the smooth descent of an escalator .Austin mimes rowing a canoe behind the couch .She laughs too much , making a SNORTING sound .Austin mimes being trapped in a nutshell .Vanessa laughs again , SNORTING , tipsy .They are both on the bed . She looks at him . He looks at her . There is an awkward silence . She 's about to kiss him , then he pulls away .other cat in this world that could have loved your Mum and treated her as well as you Dad did , it was me . But , unfortunately for yours truly , that train has sailed . Austin hears SNORING . He looks over and sees Vanessa asleep . A distinctive PHONE RINGS and a RED LIGHT FLASHES . Austin opens one of his funky suitcases to reveal a PICTURE PHONE . It 's Basil Exposition , on an airplane .Austin looks over at Vanessa 's sleeping figure .Austin looks at Alotta 's Virtucon business card .

Austin is in a dark penthouse suite . Austin passes a piece of art that is very suggestive of the female anatomy .He goes over to a credenza where there is a briefcase . He opens it . FULL SCREEN - DOCUMENT Austin 's photographing the dossier with his miniature camera/pendant .We now see that the document outlines all of Virtucon 's holdings in a flow - chart fashion .One side of the chart is labeled `` Secret Projects . '' Under that we see `` Human Organ Trafficking '' , `` Carrot Top Movie '' , and in CLOSE - UP & emdash ; `` Project Vulcan . '' We see schematics for some sort of subterranean probe and a cross - section of the earth labeled `` Crust , Mantel , Core . ''The front door opens . It 's Alotta .MUSIC : `` The Look of Love '' by SERGIO MENDEZ AND BRAZIL 66 Alotta goes behind a Japanese screen . In silhouette she takes off her clothes and puts on a robe . She opens a pair of sliding doors to reveal an elaborate Japanese bath grotto .

Virtucon's main interest is in cable television, but they do have a subterranean construction division, yes. How did you know?

It's for the mining industry, Mr. Cunningham. We can talk about business later. But first, let me slip into something more comfortable.

Do n't you like girls, Mr. Cunningham? Come in, and I'll show you everything you need to know.

I'll tell you all in due time, after we make love. But first, tell me another poem.

Oh, you're very clever. Let's make love, you silly, hairy little man.

She slips off her robe , revealing a DR. EVIL LOGO TATTOO on her shoulder , and enters the water .Austin takes off his clothes . He is extremely hairy . He goes in . Alotta produces a soapy sponge and swims over .She washes his back . Behind his back , she pulls out his wallet and looks through it . ANGLE ON HIS IDENTIFICATION . It reads `` AUSTIN POWERS , INTERNATIONAL MAN OF MYSTERY . '' ANGLE ON HIS VARIOUS CARDS : CHARGEX , PLAYBOY CLUB , ETC. . SHE PUTS HIS WALLET BACK IN HIS trousers .Alotta pours them saki . Alotta unscrews the diamond in her ring . A sign on the inside of her ring reads `` Relaxation Pills . '' She drops two PILLS into his drink . Austin takes a sip . His eyes glaze over . He 's instantly woozy .A big BUBBLE comes to the surface , right in front of Austin .It just popped up to say hello , and now it 's gone back down below . 'Round the corner fudge is made . Stick your finger in the hole , And out comes a tootsie roll ! 'They go to kiss . She notices HIS TERRIBLE TEETH , CLOSE - UP .She glides over to him .

MUSIC : Psychedelic Wa - wa Pedal Funky Drummer Beat GRAPHIC : The Party Austin and the go - go girl dance crazily .

Dr. Evil , Number Two , and Frau Farbissina sit at the large conference table .MUSIC : Sexy Matt Helm - type theme THREE FEMBOTS enter . They are beautiful buxom multiracial girl/robots in Sixties clothes and white go - go boots .SEVEN SOLDIERS come in . They are immediately attracted to the FEMBOTS . They throw down their guns and come to the girls zombie - like . When they get within range , guns POP out of the Fembots ' bras and begin FIRING , killing the guards .SFX : 60 'S ELECTRONIC BUZZERDr. Evil and Number Two watch a large screen . We see stock footage of a Russian warhead . We cut into a close - up of RUSSIAN SOLDIERS being taken prisoner by VIRTUCON SOLDIERS in the front of a military vehicle .

REPRESENTATIVES of various countries in their traditional garb around a large UN - style meeting table . The BRITISH are dressed in bowler hats . The AMERICANS all look like JFK . The CANADIANS are dressed as Mounties . The ARABS are dressed in ceremonial robes , etc. .They all look up at the SCREEN .The UN representatives are confused . Number Two COUGHS .The representatives ARGUE amongst themselves .NOW , MR. EVIL&EMDASH ;hundred billion dollars . If you fail to do so , we 'll set off the warhead and destroy the world .The screen goes BLANK .There is an uncomfortable pause , because clearly we should have FADED TO BLACK . The evil associates look around the room , not knowing what to do with themselves .They exit the frame awkwardly .

Excuse me. Dr. Evil, it is the policy of the United Nations not to negotiate with terrorists.

Austin and Vanessa enter past two BRITISH MILITARY POLICEMAN . There is a communications center , a makeshift armory , bunks , etc. . We see Basil , dressed as the Vegas - era Elvis .Basil waves to an extremely frail ELDERLY BRITISH LADY .in Kent . Can you believe , she 's ninety - two years old ? Austin hauls off and PUNCHES the lady in the face .Austin begins tugging on her hair .The two guards come over and help Mrs. Exposition to a cot .Basil escorts his mother out .feeling about that Italian secretary , Ms. Fagina . I mean , I do n't want to sound paranoid , but I 've had some bad relationships in the past , and I have some jealousy issues . You went to her penthouse . It makes me feel so small to give into these insecurities , but I ca n't help but feel this weird , irrational , unfocused . well , jealousy . I 'm sorry .

Do n't worry, mother. Lie down. Austin, you have a lot of explaining to do.

MUSIC : `` What the World Needs Now '' by BURT BACHARACH Austin looks at his address book . ANGLE ON THE PAGE : We see a list of names crossed out , with comments written in beside them . Beside Jimi Hendrix we see `` Deceased , Drugs '' ; Janis Joplin , `` Deceased , Alcohol '' ; Mama Cass , `` Deceased , Ham Sandwich '' ; Jerry Garcia . `` Deceased , Gratefully '' ; Jane Fonda , `` Square '' . Austin looks at his old pair of Sixties - era canvas sneakers . He picks up his new pair & emdash ; REEBOK SHAQ CROSS - TRAINER PUMPS . He pumps them too much and they explode . Austin looks out his window at the lonely city below . We see the CDs he 's just purchased , including SERGEANT PEPPER 'S and BURT BACHARACH 'S GREATEST HITS . Austin goes over to the kitchenette and puts a can of unopened Campbell 's Tomato Soup in the microwave and turns it on . It explodes in a shower of sparks and soup . He puts the CD on a record player and drops the needle . The NOISE is awful . Austin plays MORTAL COMBAT III . His fighter gets his head ripped off , and blood spews out . Austin is genuinely frightened by this .

Austin attempts to use the Water Pik , but the head is too loose and water shoots all around the bathroom .

Austin drives alone and sad against the rear - projection of Las Vegas .

Austin drinks by himself while a gaggle of EIGHT CONTEMPORARY YOUNG PEOPLE IN LOVE cavort . They look at him like he 's a freak . Austin raises a bottle of ZIMA as if to say `` hey , I 'm down with that '' . They shoot him sarcastic peace signs . Austin is pleased .

Austin sits watching the TIME - LIFE The Last Thirty Years video on TV . Vanessa enters .

We 're in the middle of a group therapy session , containing six or seven FATHERS with their teenage SONS . It is emotionally charged . A lot of pained expressions and coffee in Styrofoam cups .They hug . Everyone APPLAUDS . We see Dr. Evil and Scott .The group LAUGHS .Summers in Rangoon , luge lessons . In the spring we 'd make meat helmets . If I was insolent , I was placed in a burlap bag and beaten with reeds . Pretty standard , really . At the age of twelve I received my first scribe . At the age of fifteen , a Zoroastrian named Vilma ritualistically shaved my testicles . There really is nothing like a shawn scrotum . At the age of eighteen , I went off to evil medical school . From there . ANGLE ON THE THERAPIST AND THE GROUP . They are stunned . PSYCHEDELC SCENE BREAK MUSIC : Psychedelic Wa - wa Pedal Funky Drummer Beat TITLE GRAPHIC : Sock It To Me Austin and the go - go girl dance crazily .

That was great, Mr. Keon, Dave. Thank you. OK, group, we have two new member. Say hello to Scott and his father, Mr. Ehville?

Do n't be so hard on yourself. You're here, that's what's important. A journey of a thousand miles begins with one step.

OK, Scott, no one really wants to `` kill'' anyone here. They say it, but they do n't mean it.

A TOUR is in progress . Austin , Vanessa , and other TOURISTS ride on an electric tram .The people on the tour APPLAUD .

Well put. Listen love, we ca n't keep having this fight. I'm an International Man of Mystery. Sometimes in the course of my work to save the world I have to shag some crumpet. It's all part of the job.

Virtucon is a leading manufacturer of many items you'll find right in your own home. We make steel, volatile chemicals, petroleum - based products, and we also own the Franklin mint, which makes decorative hand - painted theme plates for collectors.

Coming up on the left, we have the Virtucon gift shop, offering a wide range of Virtucon licensed products. On the right, you'll notice a door that leads to a restricted area. Only authorized personnel are allowed beyond that point.

All the tourists head for the gift shop . Austin notices a SEVEN - FOOT - TALL SCIENTIST leaving the `` RESTRICTED AREA '' with a FOUR - HUNDRED - POUND FEMALE SCIENTIST . They both wear Virtucon coveralls .The seven - foot - tall male scientist goes to the men 's room ; the four - hundred - pound woman goes to the ladies room . Austin and Vanessa follow . We hear from inside either washroom the sound of PEOPLE BEING KNOCKED OUT . Austin and Vanessa exit wearing the scientists ' coveralls over their clothes . Magically , the coveralls fit perfectly . They go through the doors into the restricted area .

They approach the security GUARD .Just watch me . Watch me , now . They reach the guard .They flash their security badges to the guard . ANGLE ON AUSTIN . WE PUSH IN SLOWLY AS AUSTIN CONCENTRATES , RAISING ONE EYEBROW AND THEN THE other , back and forth . MUSIC : Mystical Indian sitar .ANGLE ON AUSTIN . He redoubles his eye - brow - raising .Austin again does his mind control trick .He hands Austin a piece of gum .Austin does his mind - control again .She pulls him away .Austin and Vanessa come to a door marked `` PROJECT VULCAN - TOP SECRET . '' They walk through .

Hi, folks. You're entering a restricted zone. Can I see your security badges?

Inside , SCIENTISTS wearing head - to - toe radiation suits surround and inspect a huge diamond - encrusted drill bit .

This is the strongest, sharpest drill bit ever produced by man. It weighs fifteen metric tones and can bore through a mile - thick bedrock of solid granite in seven seconds.

A SECURITY GUARD and the tour guide take a head count . They notice Austin and Vanessa 's empty seats on the tram . The guard speaks into his walkie - talkie .

SFX : ALARM GOES OFFAll the radiation suited scientists turn to look at Austin and Vanessa .The scientist approach . Austin knocks two of them out cold with judo chops .Vanessa knocks two of them out using roundhouse kicks . SECURITY GUARDS flood into the room from the hallway . Austin and Vanessa take off through another side door which reads `` VIRTUCON STEAMROLLER TESTING FACILITY . ''

Now you can get all the Austin Powers movies in one Laser Disk box set!

No Austin Powers collection would be complete without some of the later hits, like.

It is a room the size of a large gymnasium overseen by a large observation booth . Six STEAMROLLER go around a test track very slowly . Austin and Vanessa hide behind one of the slowly moving steamrollers . Security guards enter the facility and begin fanning out in a search .They climb up the back of a steamroller , KNOCK OUT the DRIVER , push him off , and assume the controls .Two SECURITY GUYS jump on either side of the steamroller . Vanessa wrestles the machine gun off on and pushes him away . Austin punches the other one off .He engages a lever . It goes only slightly faster . TWO SECURITY GUARDS jump in front of the steamroller . They are acting like they 're frozen , ad if in the headlights of a fast - approaching car .ANGLE ON THE GUARDS . ONE OF THE GUYS JUMPS OUT OF THE WAY AS IF `` IN THE NICK OF TIME . '' THE steamroller is now 8 yards away . The other army guy is still frozen in the path of the oncoming steamroller .ANGLE ON THE GUARD . HE 'S BATHED IN THE HEADLIGHTS OF THE STEAMROLLER , WHICH IS STILL 3 YARDS away .ANGLE ON AUSTIN AND VANESSA . AUSTIN IS FRANTICALLY JERKING THE STEERING WHEEL AND TRYING TO downshift . SFX : Metal grinds . The shifter breaks off along with a gaggle of wares . He desperately jams on the breaks . ANGLE ON THE GUARD . HE IS FINALLY RUN OVER BY THE STEAMROLLER . THERE IS AN INORDINATE AMOUNT OF blood and guts . By now , Austin and Vanessa are right by the door . They run out into the hallway .

The coast is clear .From behind , a HAND knocks Vanessa and Austin out . It is Random Task flanked by four SECURITY GUARDS .

We see the aftermath . Several WORKMEN sweep up the blood and guts with large squeegees and brooms . One of them turns to reveal `` Steamroller Accident Response Team '' written on his jumpsuit . Another WORKMAN leans down to the body with a hand broom and dust pail to sweep up blood . ZOOM IN on the steamrolled Army guy 's ID tag , which reads `` STEVE HARWIN . ''

It is a pleasant , Marcus Welby - like ranch - style house . We hear a PHONE RINGING .

A pleasant - looking MIDDLE AGED LADY answers the phone .She HANGS UP . A FOURTEEN - YEAR - OLD enters .CAMERA PANS to a high - school photograph of Steve on the wall .

Hi Mom! When's Steve coming home? He said he was going to teach me to play ball.

Sit down, Billy, I have some bad news. As you know, your brother Steven was a henchman in Dr. Evil's Private Army.

No, not Steve! Since Dad died, Steve's been like a father to me.

I'm sorry son. People never think how things affect the family of the henchman.

MUSIC : Psychedelic Wa - wa Pedal Funky Drummer Beat TITLE GRAPHIC : The Pad Austin and the go - go girl dance crazily .

The electric minivan turns onto a dirt road that leads to a boulder .

VIRTUCON ARMY MEMBERS keep watch . SCIENTISTS check clipboards .The electric minivan pulls up right next to the immense table . All the evil associates are present . Dr. Evil squeezes a tennis ball repeatedly . Frau Farbissina opens the rear hatch of the minivan and pulls out Austin and Vanessa .Look at it , it 's been rendered useless . He moves his arm around to show them , but it 's virtually normal , just slightly aged .A large telescreen comes on , showing the United Nations Secret Meeting Room .He presses a button on his chair panel . A giant canvas falls , unveiling an ultra - high tech diamond - bladed subterranean bore & emdash ; the VULCAN . It is rather phallic .

ON SCREEN : Stock footage of volcanoes erupting and animated charts of magma squirting through the Earth 's layers .The various representatives are ABUZZ . Behind the British delegation sits Basil Exposition . To his right , sits Mrs. Exposition with a hideous BLACK EYE .

Why should we pay him the money? He's only got one warhead and he's going to detonate it deep underground.

Austin and Vanessa are seated at a table with Frau . WAITERS serve food . MUSIC : Sexy Matt Helm - type themeScott enters .ANGLE ON A PANEL OF BUTTONS THAT HAS EVERYONE 'S NAMES ON IT . DR. EVIL 'S HAND HOVERS OVER THE button labeled `` SCOTT . '' Frau Farbissina slaps his hand away .A PRIVATE ARMY SOLDIER grabs Austin and Vanessa . Dr. Evil hits a button . One whole wall slides out to reveal a tank .They 're quite delighted you 'll be part of the meal . The soldier takes Austin and Vanessa to the tank and puts them in the dipping mechanism .The guard do so . Austin and Vanessa begin to descend slowly towards the surface of the water .Frau clears her throat again .What do we have ?Frau Farbissina throws a leg of lamb attached to a rope towards the tank , where the WATER BUBBLES and sea bass arch through the air . The sea bass devour the lamb . She pulls the rope back . The lamb has been eaten to the bare bone .Dr. Evil presses a button ; the wall closes back over the tank .

Austin and Vanessa slowly descend towards the water . They can see the WATER BUBBLING beneath them .Just then , a SEA BASS jumps out of the water , just missing Austin .She pulls out a container of dental floss .Austin takes the container and draws out four feet of dental floss and spins the container above his head like a bolo . He throws it and it wraps around a RADIATOR and it catches like a grappling hook . Austin begins drawing out the floss to take up the slack . Meanwhile , the slow - dipping mechanism is edging towards the sea bass . Unfortunately , Austin is still drawing out the floss . He keeps pulling out floss . More floss still . The mechanism continues to sink . Finally , the floss line goes TAUT . Austin ties it off high on the pole of the slow - dipping mechanism . Austin holds out his hand like a surgeon & emdash ; Vanessa places a tube of toothpaste in his hand . Meanwhile the guard is reaching to undo the floss . Austin places the open tube on his palm , aimed at the guard . Vanessa WHISTLES at the guard loudly . He turns around .Austin JUDO CHOPS the toothpaste tube , sending a stream of toothpaste into the guard 's eyes .Austin folds the tube across the top of the wire , grabbing both ends .She grabs onto him and they slide down the floss to safety right as the dipping mechanism goes under the water . Meanwhile , the guard waits for them with toothpaste smeared all over his face . He and Austin STRUGGLE . The guard manages to get Austin pinned to the ground , Austin 's head dangling over the water . SEA BASS circle . The water boils , dangerously close to Austin 's head .Austin FLIPS the guard over . The SEA BASS chew the guard 's head off like a blender .They head out a door . ANGLE ON THE HEADLESS TORSO . The name tag reads `` JOHN SMITH . ''

It is a sports bar - type restaurant that has scantily clad BUSTY WAITRESSES .

At a table we see fifteen or so TWENTY - SOMETHING GUYS , scouting chicks , drinking mugs of beer .A large - breasted WAITRESS approaches with a phone .He hangs up .Everyone raises their glasses .

Where is Smittie anyways? It's not like him to be late for anything, especially his own stag party.

Well, you know he's a henchman for Dr. Evil. Sometimes they work late. Can I just say something that may sound a little sappy? I think it's a testament to our friend John that so many of his buddies showed up in his honor. There's a lot of love in this room.

Decapitated by mutated flying sea bass? Oh my God! OK, thank you.

MUSIC : Psychedelic Wa - wa Pedal Funky Drummer Beat TITLE GRAPHIC : Out of Sight Austin and the go - go girl dance crazily .

Austin and Vanessa drive a Dr. Evil golf cart down a brightly - lit , narrow corridor to a doorway marked `` Emergency Exit . ''Vanessa goes out the door .

Austin tries to turn the cart around in the narrow corridor . He begins a twenty - seven point turn .

Dr. Evil , Scott and the evil associates finish dinner .They all go towards a giant door with the radiation symbol painted on it .

Austin 's still trying to turn the cart around . PULL BACK TO REVEAL & emdash ; The cart is completely wedged perpendicularly in the corridor . Austin jumps out and starts running down the hall . Austin comes to a T in the hall and goes around the corner . He sees two GUARDS and ducks into a door .

Inside are SEVEN FEMBOTS lounging in various seductive poses on Sixties furniture & emdash ; egg chairs , trapezes , round furry bed , etc. . MUSIC : Sexy Matt Helm - type themeHe runs towards to door to exit . Suddenly , A PAIR OF FEMALE LEGS drop and wrap around Austin 's neck and lift him up . His feet leave the floor . Another FEMBOT cartwheels up to Austin . Nozzles pop out of the tips of the Fembot 's bra .A cloud of multicolored gas spews from the nozzles . Austin is overcome . The room starts to spin .

Dr. Evil sits into his chair with his radiation suit on .A small electric flatbed comes in carrying the nuclear warhead . A PHALANX of Dr. Evil 's soldiers run beside it . The cart approaches the subterranean probe and the warhead is loaded up into its tail .

Austin is on the bed being held down by the Fembots . Psychedelic music plays . Projected colored swirling lights flash . The Fembots swirl around seductively .

The -LRB- very phallic -RRB- Vulcan droops to its down position .TECHNICIANS in `` VIRTUCON '' lab coats scurry about , being technical .Dr. Evil presses a button marked `` PENETRATION BEGIN . '' Next to it is a large button that says `` ABORT . '' ANGLE ON AN EASTERN EUROPEAN TECHNICIAN at a microphone .

We have penetration. Subterranean detonation & emdash ; two minutes and COUN - ting.

Two Fembots guard the door and five are on the bed in come - hither poses .MUSIC : Sexy Matt Helm - type theme Austin starts his seductive dance . He does a quick head count of the Fembots , reaches out of frame , pulls out eight cigarettes , put them in his mouth and lights them with a blowtorch . He throws seven cigarettes one by one . Each cigarette lands perfectly in a different Fembot 's mouth . Austin smokes the remaining cigarette . Austin begins to do a seductive striptease . The Fembots are aroused . He takes off his shirt , revealing his hairy chest , and focuses his sexual energy on one Fembot . She begins to shake violently , her head shaking back and forth like in Jacob 's Ladder . Eventually her head explodes . Austin is now stripped down to his Union Jack bikini briefs and turns to another Fembot . Her head explodes . He takes off his shoes and throws them away cavalierly . Then he tosses down his lit cigarette and grinds it with his bare foot . He gives a look of disguised pain . He mouths `` I love you '' to another Fembot . Her head explodes . He does the ` I 'll call you ' hand signal to yet another Fembot , whose head explodes . Austin does a hip - thrust to another and her head explodes . Austin leans over and wags his rump to the two remaining Fembots .Their heads explode simultaneously . All the Fembots are lying on the floor , smoking . Just then , Vanessa enters , flanked by a COUPLE OF COMMANDOS . She surveys the scene and looks at Austin in his briefs . She 's hurt . The commandos salute Austin .

Austin and Vanessa lead FIFTEEN COMMANDOS into the chamber and GUNFIRE breaks out . Two CATWALKS run the length of the chamber , meeting at the door to the control area . The commandos split into two groups and lob grenades at the PRIVATE ARMY SOLDIERS who are guarding the stairs leading to the catwalks . They go flying .

The ALARM goes off .Metal shutters automatically cover the windows overlooking the probe mechanism .The giant probe engine begins to throb and whirl . The tip of the spinning probe suddenly strikes the floor of the chamber and burrows into the earth with atomic force . Smoke and debris explode upwards . The entire chamber quakes violently & emdash ; eight on the Richter scale .

Austin , Vanessa , and three commandos are pinned down behind several VIRTUCON BARRELS

Another FOUR GUARDS block their way . Austin goes to shoot , but he 's out of bullets .ANGLE ON SIDE SHOT OF CATWALK They continue to run towards the guards behind some STACKED BARRELS . Two OBVIOUS STUNT DOUBLES run out from behind the barrels in a continuous motion instead of Austin and Vanessa and diver over the rail . ANGLE ON THE OTHER TEAM OF COMMANDOS They are making progress on the other catwalk . ANGLE ON AUSTIN AND VANESSA They have landed safely , but are surrounded by FIVE PRIVATE ARMY SOLDIERS , armed to the teeth & emdash ; one has a bazooka , one has a flamethrower , one has a Gatling gun , etc. . They see Austin and throw down their weapons , pulling out KNIVES . One of the private soldiers runs at Austin and he stabs him . Another soldier runs at Austin , and Austin also stabs him . A third private army soldier runs at Austin . Austin does the stabbing motion . SFX : CLICKA - CLICKAVanessa unleashes a series of kicks , knocking them all out .

Austin and Vanessa run along the catwalk towards the control room. They're directly in the path of TEN CHARGING PRIVATE ARMY SOLDIERS.

Austin enters the control area . A VIRTUCON ARMY MAN fires at him . Austin returns fires , shooting up some electrical equipment . Live wires dangle dangerously . Austin sees Mr. Bigglesworth running out a read door .Austin heads for the door until he smacks into AN INVISIBLE FORCE FIELD . He turns and sees a bank of old - fashioned computers labeled `` DESTRUCTACON 5000 '' .The computers begin to smoke . Alarm bells ring .There is a muffled explosion . The computer goes dark . Austin passes through the force field and heads for the door until he hears & emdash ;He begins looking furiously for the abort button .The Eastern European Man holds up his finger as if to say ` give me one second . 'Austin sees the abort button . It is across the room . Just then , Random Task enters . Austin sees him and goes to shoot him , but he has run out of bullets . Random task takes off his SHOE . Austin makes his way across the room to the button . Random Task THROWS HIS SHOE . ANGLE ON SHOE SPINNING IN THE AIR The shoe HITS AUSTIN IN THE HEAD . Austin pauses . The shoe has not killed him . It has just hurt him slightly .Random task blocks Austin 's way to the button . He stands there , menacing , missing one shoe . Exposed wires are everywhere . On the counter beside Austin is a Big Gulp .Austin throws the drink at Random Task 's feet . It lands in front of him on a pile of exposed wires . Electricity travels through the Big Gulp , up Random Task 's wet sock , ELECTROCUTING him . He begins to SMOKE , and then dies .A 50 kiloton explosion from deep in the earth rocks the control area .

Good afternoon, Mr. Powers, I'm the Destructacon 5000. I'm programmed to prevent you from progressing beyond this point. You might as well surrender. Resistance is futile. Your odds of survival are 23,763,273 to

Austin dives in SLOW MOTION towards the abort button . He flies through the air for an inordinate length of time .His hand lands on the button .

Lava , smoke and debris sucks back into volcanoes around the world . -LRB- Eruption footage run in reverse . -RRB-

Having saved the world , Austin picks up a MACHIEN GUN from a fallen Private Army guy and runs to the door at the back , chasing Dr. Evil .

Austin bursts in , catching Dr. Evil packing a suitcase .be . evil ? Maybe we have more in common than you care to admit .Alotta enters . She holds a gun to Vanessa 's head .Just then , Scott Evil enters .Austin grabs Scott and puts the gun to his head .Scott runs off . In the confusion , Vanessa KNOCKS the gun out of Alotta 's hands . Alotta pulls out a knife . Austin SHOOTS the knife out of her hand . Vanessa grabs Alotta by the throat .Vanessa gives her a judo chop .Meanwhile , Dr. Evil has run to the egg shaped rocket , which closes and begins to lift up through A HOLE IN THE CEILING . HE RUNS IN . ON THE WAY , HE FLIPS A SWITCH WHICH SAYS `` SELF - DESTRUCT - 5:00 MINUTES . ''Austin SHOOTS and misses . Rocket exhaust pours out of the hole in the ceiling .Austin and Vanessa run out the door into the .

They pass Number Two , who is front of an open safe , stuffing his pockets with cash while the others are trying to escape . Austin and Vanessa run to the main chamber .

past the Fembot lair , over the wedged - in cart , to the escape ladder . They begin to climb .

Explosions , debris , the cavern begins to collapse . STOCK FOOTAGE - DESERT FLOOR - MERCURY TEST SIGHT Ground caving in from an underground nuclear explosion .

Austin and Vanessa are floating in a large inflatable raft . FIERY DEBRIS falls in the water around them .Austin and Vanessa draw towards each other , preparing for a passionate kiss . Just as their lips are about to touch , however , they are interrupted by a strong WIND and the noise of a HELICOPTER OVERHEAD . Their hair is blown all about and the waves are whipped into a frenzy .ANGLE ON BASIL EXPOSITION WEARING SCUBA GEAR , BEING LOWERED ON A ROPE FROM THE HELICOPTER . HE stops just above them .Basil hands Vanessa an official - looking set of leather - bound credentials .He hands him a business card .Austin and Vanessa embrace and kiss .Austin and Vanessa kiss again . The helicopter blows them around . The CAMERA TILTS UP to the sky and continues to rise , until we are in & emdash ;

We see DR. EVIL 'S CAPSULE in orbit around the Earth .END CREDITS ROLL LAST CREDIT reads `` SEE AUSTIN POWERS IN YOU ONLY FLOSS ONCE . '' AUSTIN POWERS LOGOVirtucon Home Video presents `` The Powers Collection . '' DISPLAY TABLE With five laser Disks laid out , alongside a PK - 47 , Austin 's glasses , and floss and a toothbrush .GRAINY , BLACK & WHITE CLIP Showing Mike as Austin Powers , with Fifties hair and suit , against a rear projection of explosions and stunts from stock footage .SEVENTIES FILM CLIPWe see Austin from behind , talking to a GIRL in a bathing suit . GIRL IN BATHING SUIT Oh , Austin , kiss me . He turns around . It 's Austin Powers , played by ROGER MOORE , with the same glasses and bad teeth .He does a frightening grin , displaying the AWFUL TEETH .VERY RUNNY COLOR FILM CLIPWe see Austin Powers played by an INDIAN GENTLEMEN , same glasses , same bad teeth .DISPLAY TABLECLIPS FROM MOVIE - AUSTIN IN TIGHT CLOSE - UPTHE END

Well, my good fellow, are you expecting me to pay the ransom to you, you despot?

No kind sir, I expect you to go up in the evolutionary chain. But first, I expect you to sing.

in the dark . Coming toward us . Up and down in sync to an INSTRUMENTAL LEAD - IN from somewhere . A slip of light . A glimpse of somebody in shadow under a sweatshirt hood , staring at us , in and out of the dark as .

A man walks into the shot , grabs a microphone , slips out of his jacket and looks at us . He wants to tell us something . He 's in a lavender light . This is SAM COOKE . What he calls out . a throaty mixture of gospel , soul and sex . is `` Let me hear it ! '' And WOMEN SHRIEK . He says , `` Yeah ! '' They answer , shrieking , `` Oh , yeah ! '' .

up and down , running along a dark road in the dead of night , passing vacant lots with debris amid trees and faded buildings . He is CASSIUS CLAY . He runs in construction boots . His eyes stare from under the hood . He passes the husk of an abandoned car , a pastel storefront . We 're in Overtown , Miami 's inner - city black neighborhood .

shouts , `` Do n't fight it ! We gon na feel it ! '' The women in the audience answer : `` Got ta feel it ! ''

now runs diagonally across NW 7th INTERCUT with Cooke shouting , `` Yeah ! ''

Cassius runs toward us . Off to the side in the black - mirrored water of Biscayne Bay , leaden clouds in a black sky . And now Sam Cooke SINGS '' . because you make me wan na mooove ! '' and breaks into the first verse of `` Feel It . '' But we see Cassius ' eyes are FOCUSED , CONCENTRATED , ELSEWHERE . To where is this man running ? Why is his expression so distant ? A WHITE LIGHT suddenly hits him from behind . He looks over at . WIDE FROM THE FRONT : CASSIUS + A METRO - DADE POLICE CAR that 's slowed , clocking the suspicious , running black man . The driver starts to pull over , to hassle Cassius . Then , the cop riding shotgun gets a radio call . He taps the driver 's shoulder . They take off , the driver laughing . Cassius looks after the white cops . He is neither relieved nor angry . He 's dismissive . And , instead , he sees something else .

and six other patrician , white business - people of Louisville in their green baize and wood - paneled Luxo boardroom . They speak soundlessly and patronizingly to Cassius Clay , Sr. , seated at the foot of the table . It relates to the stack of contracts in front of him . He is in a suit and tie , his hair and moustache are dapper . His tie 's a little loud . He has his hands folded deferentially in front of him . LSG BOARD MEMBER . -LRB- reading . -RRB- '' . the successor trustee shall be fully authorized to pay or disperse such sums from the income or principal as may be required . '' -LRB- beat . -RRB- Do you understand so far , Mr. Clay ? CASSIUS CLAY , SR. . Uh , yes , I do . We get the impression that , if he does n't understand what he 's being told , he 's faking it . He is conforming , delivering socially mandated deference . FRONTAL : CASSIUS , SR. and BEYOND HIM , seated against the wall , is Cassius , Jr. in sport jacket and tie . Right now he looks to his left and to the right , and only then do we notice the entire wall he 's against is covered with pictures of thoroughbreds and studs this Louisville Sponsoring Group owns as well . He is one among their sporting possessions . He does n't like it . He looks at the back of his father listening . LSG BOARD MEMBER Are you sure , sir ? CASSIUS CLAY , SR. . Yeah . I follow you . LSG BOARD MEMBER Okay . 'Cause I 'd be happy to explain any of these terms . CASSIUS CLAY , SR. . No , thank you . LSG BOARD MEMBER Thank you , sir .

back here , now , crossing through black night and over black water of the MacArthur Causeway . We start to HEAR pop pop pop pop pop pop POP over Sam Cooke 's music , and Sam Cooke 's image SUPERIMPOSES as he segues from `` Feelin ' '' to `` Bring It On Home . '' And the pop pop pop pop pop carries us into .

Cassius ' fists fly in a reeling motion , hitting the speed bag . But it 's his eyes that arrest us . focused , concentrated . OVER CASSIUS ' SHOULDER : BROWN SPEED BAG is a blur . And it SLOWS and becomes a brown boxing glove driving in a SLOWED straight line right at us like a piston . OVER the glove , pushing the fist at us is SONNY LISTON . The brown glove hits .

in a linear left jab . These punches are watched by Cassius ' eyes in the Fifth Street Gym . studiously studying Liston 's feet . straight - line movement . the jab , linear and straight at us . But it SLAMS into the Boxer , not Cassius . Down he goes . He 's out . The referee pulls out his mouthpiece . It 's a bloody mess . Teeth have been knocked out with it , so devastating is Sonny Liston . A distant crowd ROARS .

VERY CLOSE , climbs into the crush with other contenders . Victorious , Liston , being escorted out , passes very close to him on purpose to say . SONNY LISTON . -LRB- whispers ; low . -RRB- Gon na fuck you up . Gon na beat you like I 's your daddy . To Cassius , boxing is dangerous athletics , but Liston 's malevolence is straight from the street .

working . He 's painting a mural . It 's the face of WHITE JESUS with blue eyes and blonde hair . CASSIUS , SR. 'S EYES painting . EYES OF 12 - YEAR - OLD CASSIUS , JR. watching white Jesus go up on the Negro Baptist Church in Louisville become .

the back of his own head moving through a tunnel of white faces , holding his mother 's hand , passing the balloon faces of nice white passengers , teenagers in athletic sweaters going to high school , some children , all seated . MOVING through to the rear of the bus where , standing , are black women , heavyset with heavy legs , and middle - aged black men with large , rough hands , crowded on their way to the day 's labor or domestic jobs in the back of the bus . 12 - YEAR - OLD CASSIUS LOOKS at a newspaper being refolded by one man in front of his face . CASSIUS ' POV : LOUISVILLE COURIER : EMMETT TILL Published nationwide , it shows his gouged - out eye , the barbed wire noose around his neck , the mutilation to his face because at 14 years old he winked at a white girl in Alabama . CASSIUS , JR. is frozen by the image . It will haunt him for most of his life . The man holding the paper sees the boy 's fear and pushes the paper out at him as a rough joke . Cassius reacts . Then , the man rises and offers his seat to Odessa . Then someone shouts . ANGELO DUNDEE TIME !

PAST him a short man in a white shirt , ANGELO DUNDEE , has entered with a folded newspaper under his arm . And Cassius - elsewhere - SLAMS the speed bag with a right hook , and the bag becomes .

in black glasses , leaning against a wall . MALCOLM X . -LRB- O.S . -RRB- . and those of you who think you came here to hear us tell you , like these Negro leaders do , that times will get better and we shall overcome someday , I tell you : you came to the wrong place . MALCOLM X is at the podium . Ceiling fans . We could be in Tripoli . MALCOLM X . -LRB- CONT'D. -RRB- 'Cause your times will never get better until yo make them better . And any of you who think you came here to hear us tell you to turn the other cheek to the brutality of the white man and the established system of injustice in this country , to beg for your place at their lunch counter , I say again ! You came to the wrong place . And Cassius is there in a black shirt , standing in the back . Malcolm X sees him , nods . the casualness attests their familiarity is close and extensive . MALCOLM X . -LRB- CONT'D. -RRB- -LRB- beat . -RRB- 'Cause we do n't teach you to turn the other cheek . We do n't teach you to turn the other cheek in the South . We do n't teach you to turn the other cheek in the North . The Honorable Elijah Muhammad teaches you , instead , to obey the law . To carry yourselves in a respectable way . And a proud Afro - American way . But at the same time . we teach you . that anyone who puts his hand on you ? Do your BEST . to see he does n't PUT HIS HAND on any . body . else . AGAIN .

Whopwhopwhopwhopwhop . as first rays of golden light illuminate the jump rope spinning effortlessly over his head in a blur . Dust dances in light through the two dirty windows with boxing gloves and `` Fifth Street Gym '' painted on them . It 's that time of day Jack Johnson called the `` fighter 's hour , '' '' . between the night and the light . '' . whopwhopwhopwhopwhop . And Angelo Dundee puts on a pot of coffee . He washes his hands in a dirty sink , thoroughly drying them . Alert and clean , he 's old school . He goes back to the edge of the ring , reading his newspaper . Now , crossing past the white windows is DREW `` BUNDINI '' BROWN . He takes an orange out of his pocket , sitting on a bench , silently peels it . As Cassius `` walks '' the rope , jumping up and back . ANGELO DUNDEE . -LRB- approving ; past newspaper . -RRB- Yeah . Like that , Daddy . Do n't jump in one place . Bad for the heart . That 's the most important thing . -LRB- without looking . -RRB- TIME ! Cassius drops the rope where he stands , and walks off as Sam Cooke .

segues into `` Bring It On Home '' and women in the front row reach out for him . The heat between Cooke and them is palpable . The first row is going crazy as .

sits into our frame , glistening with sweat , directed through tortuous calisthenics by the hands of Luis Sarria . ANGELO DUNDEE TIME !

alive , sparring . But Cassius never throws a punch . He jerks back , sliding away , an inch away from being hit . He circles in a movement that seems off - balance and then becomes fluid and changes rate , faking out where you think he 'll be . His sparring partner throws a jab that misses and follows with a hook . Cassius slips it by an inch . Entering the gym , now , is gregarious DR. FERDIE PACHECO with a young , afro 'd HOWARD BINGHAM , who starts photographing while LUIS SARRIA looks at us . None of the gathered crowd , the greatest `` corner '' in boxing , breaks his concentration . He 's in his zone . We 're in the ring . Cassius , trance - like , hands down , circles and slips in no predictable way as .

zenned out in SLO - MO on the way somewhere in a suit and tie . People on the Miami streets drift by . The slow - moving limo floats on its soft suspension through the pastel heat of Miami . While Sam Cooke .

drives to the big climax of `` Bring It On Home To Me ! '' counter to the limo 's EXTREME CALM as Sam Cooke 's medley ends and .

in a terry - cloth robe , walks faster and faster as Dundee and Bundini , Bingham and his cameras , Pacheco and RUDY race to keep up . And as Cassius slams through a door into a large room .

500 press , promoters and boxing people turn and stare ! CASSIUS . -LRB- CONT'D. -RRB- What you lookin ' at , you ugly bear ?! LISTON a tree trunk in boxing shorts , ca n't wait to pull apart this kid . CASSIUS . -LRB- CONT'D. -RRB- C'mon , bum . I whup you right here ! Cassius pushes past people and leaps at Sonny ! He wants to rumble right now . Bundini , Rudy , Dundee , Liston 's handlers struggle to keep them apart , wrestle Cassius onto the scale . A MAN . -LRB- reading . -RRB- . 210 . Cassius Clay weighs 210 pounds . CASSIUS . -LRB- changes down . -RRB- You sure you got that right ? The man nods . Cassius gets off , is pulled aside . And Liston gets on : unremitting stare of death at Cassius . THE MAN 218 . Sonny Liston . the heavyweight champion of the world weighs 218 pounds . BUNDINI Pounds of what ?! And Cassius goes off again . CASSIUS Pounds of ugly ! He so ugly , sweat run backwards off his forehead to get away from his face ! C'mon , bear ! I turn you into a rug ! Rumble right now , man ! He 's restrained by Angelo and Bundini . SONNY LISTON . -LRB- low . -RRB- Keep talkin ' , punk - ass faggot ! I 'll fuck you up like I 's your daddy . Handlers break it up and hustle Liston out of there . CASSIUS You whup me , I 'll crawl out of the ring on my knees and catch the next jet plane out of the country . JIMMY CANNON . -LRB- older reporter . -RRB- That a promise ? Laughter . CASSIUS . -LRB- to Jimmy Cannon . -RRB- . you be the first eatin ' his words ! A Doctor claps a cuff around Cassius ' arm , taking blood pressure . THE DOCTOR . -LRB- alarmed , to Pacheco . -RRB- 210 over 110 ?! I ca n't let him in the ring in this condition ! REPORTERS . -LRB- shout . -RRB- Liston says he 'll talk with his fists . `` Lip from Louisville . '' -LRB- laughter . -RRB- . odds 7:1 against you . Big bet 's whether he 'll knock you out in the first round or third round or kill you altogether . You scared of him ? CASSIUS I 'm scared of no man . I give Sonny Liston talking lessons , boxing lessons and falling down lessons . CANNON/OTHERS Yeah , sure . Are you a Black Muslim ? Pat Putnam in the Miami Herald said . CASSIUS `` Black Muslim '' 's a press word . Dundee 's defensive , fast . ANGELO DUNDEE Man 's religion 's his own business . What kinda question 's that ? REPORTERS/HOWARD COSELL Does he hate white people ? Malcolm X was in town . Then he left . Was that so he would n't embarrass you ? Liston can not stand you . ANGELO DUNDEE . -LRB- sees . -RRB- Howard ! HOWARD COSELL . can not stand you , Cassius . He really wants to kill you . HOWARD COSELL is balding , tall , forties , lugging a tape recorder . CASSIUS Howard Cosell , you are an instigator ! -LRB- Cosell smiles . -RRB- How you get that way ? When I 'm done with Liston , I 'm comin ' for you ! Dundee uses that to end the conference before it strays into `` Black Muslim '' territory . Meanwhile on the way out . DOCTOR . -LRB- to Pacheco . -RRB- It does n't come down , I cancel this fight . You call me in an hour with his blood pressure .

past guards , Bundini , press , starts to enter . Inside , Clay 's on the sofa , in his underwear , watching `` The Man With the X - Ray Eyes , '' who has the power to imbue and control from beams emitted from his eyes . Dundee and Bingham hang out . Cassius ' mind is elsewhere . His eyes float to the corner of the doorway before we see Pacheco , even though from the outside , has started to enter .

Nothing . Cassius is asleep in a lounge chair . incongruously a TV is run from the house by an extension cord . Cassius wakes . His eyes say , `` Who are you ? '' BUNDINI . -LRB- entering . -RRB- I 'm called Bundini , rhymes with Houdini . He was a Jew , too . some other people call me Fastblack . or Daddy Mac . Drew `` Bundini '' Brown , early forties , holds a hat in his hand , his eyes always seem to be glistening , ready to rage , laugh or cry , tentatively approaches . Cassius ' flat eyes return to the television . BUNDINI . -LRB- CONT'D. -RRB- -LRB- motions at lounge chair . -RRB- Shorty sent me to Sugar Ray Robinson . I gave my power to Sugar Ray for seven years , gave him my voodoo , my magic . Now Shorty sent me to you . CASSIUS Who Shorty ? BUNDINI I call him Shorty 'cause he like 'em circumcised . Original people . Like Moses . And I was a babe in a basket , too . I was born on a doorstep with a note ` cross my chest that read , `` Do the best you can for him , world . '' I had to suck the first nipple come along . I did n't run away from home . I been runnin ' to home . Cassius should kick him out , but Bundini 's got his foot in the door of Cassius ' attention . BUNDINI . -LRB- CONT'D. -RRB- -LRB- beat , and his raison d'être . -RRB- Now , I got ta ask you . You fixin ' them fights ? Else no way you could tell great Archie Moore what round you droppin ' him in . all of them predictions you make , comin ' true . Never heard of nobody predictin ' the round like you . You either a phony or Shorty 's in your corner . Tell me the truth , young man . Cassius , stretched out , mumbles without looking at him . CASSIUS . I study every fight . 'Til I got a plan . Wear him down two through four . Drop him in the fifth round . So the p ` diction ai n't a p ` diction . It 's a plan . And 'cause of all the poppin ' off I do , I know I got ta win ! That 's the truth . And why I 'm tellin ' you ? BUNDINI 'Cause I 'm gon na be your Inspiration . Your motivator . In your corner . Can I be in your corner , young man ? CASSIUS . -LRB- thinks , then . -RRB- Yeah . BUNDINI . -LRB- inexplicably moved , covers . -RRB- Ai n't spent much time in Miami . Where the water ? Cassius has drifted off , back to watching TV . What he sees as his eyes close is :

The blur of Pacheco taking his blood pressure . Now Cassius looks and his shaman , Bundini , enters . PACHECO 120 over 80 ? -LRB- re : his blood pressure . -RRB- You should be asleep . The weigh - in episode was an act . We take a different measure of this man . Pacheco sits next to Cassius and eats some of his potato chips .

being wrapped . Cassius ' shirt is off , sitting on a bench in the dressing room . the ritualistic tradition , having his hands taped . Dundee expertly does it . In the background , Bundini , Pacheco , Bingham , Rudy and Two Men in dark suits , someone from Liston 's camp , and a State Boxing Inspector watch . Then , the door opens for Malcolm X , in a dark suit , thin tie . Cassius lights up . Dundee is done . The Boxing Inspector signs the tape . Then , Dundee puts on gloves and laces them while . CASSIUS When you get back ? MALCOLM X Just now . I 'm front row , seat 7 . RUDY I 'm gon na find Mom and Dad . CASSIUS You could have stayed . Nobody got ta hide when they with me . MALCOLM X Nothing wrong with being cool , my brother . You been working toward this moment for four years . ANGELO DUNDEE . -LRB- while tying . -RRB- He 's right . Dundee turns away to tear two strips of tape while Cassius and Malcolm face into a corner . Sarria throws a towel over Cassius ' shoulders . Arms bent , head down , a true believer , he silently stands in prayer , bowing to the east with Malcolm . During this , Dundee starts collecting his cut gear on table . MALCOLM X It 's a crusade in modern times . And television is beaming if off Telstar to the whole world . So Allah has brought this about for a reason . -LRB- time to leave . -RRB- Salaam alaikum , my brother . And as he goes , leaving us , not Cassius , incomplete , Cassius returns to Dundee , who ties gloves and puts tape over the knot . The Inspector signs that , too .

A door slams open . Cassius comes along the hallway , his entourage surrounding him . Three large middle - aged white officials accompany him , too . His face is set in stone . White towels are draped over his head onto his shoulders . Bundini chirps in his ear . Dundee , like a plumber , carrying the tools of his trade . a bucket , his swabs and Vaseline . And they seem distant to Cassius . They reach the end of the corridor , and against the wall stand three or four older bad cigar guys . A curtain . the sounds from the arena drift into the hallway . Cassius is on his toes now , dancing , dancing . And as if being drawn by a force we ca n't see , he just goes . his entourage , as if holding on , carried along by him .

He comes into the hall . there are shouts , some scattered applause , some booing , growing ; and the sound moves through the arena . the sounds of expectations , ridicule , potential violence . But past the faces and the press , what 's arrested Cassius ' attention and makes him oblivious in his solitude to all else is the bright 20 - by - 20 - foot place he wants to be most in all the world : the ring .

is struck by the brilliance . Illuminated , ready to go . dancing . warming up . Counter to an expectation of anxiety , Cassius ca n't wait to get this on . Other sounds happen . irrelevant to him . and now the distant sound of Liston coming into the ring . his bulked - up presence , the roar he inspires , somewhere over there . And all of a sudden , Cassius turns to face the angry man who wishes him death . Cassius rocks left and right , like a tough kid on a corner ready to rumble . The hysteria act is gone ; so is the boasting . Instead , there is only Cassius ' stare . The effect is enigmatic : what is going on here ? A Referee , like a distant bird , says something we do n't hear . In the corner , his feet float , waiting . There 's the BELL for ROUND ONE .

It starts . LISTON right away throws a left that misses and attacks Cassius , throwing seven more that Cassius with extreme , awkward caution evades . He is fearful of the monster whose punches he has yet to feel . Nevertheless , he does his job : measure Liston 's range and speed . Then , a body shot catches him above the heart . Cassius feels the real power of Liston . It could stop your heart 's beating . He survives . Then . CASSIUS throws his long left jab . It keeps Liston at a set distance . He has Liston 's range , now , and he dances away from Liston 's charges . Then , halfway through the round , Cassius ' eyes have hunted out an opportunity , and he throws his first combination with a few hard shots that , to Liston 's surprise , rock Liston 's head back . And , then , Cassius easily evades . LISTON 'S furious big misses to the left and right . CASSIUS keeps tagging Liston with his long left . And , now , infuriates Liston even more by merely walking away from Liston 's big misses , provoking even wilder and more inaccurate Liston assaults . -LRB- We 're aware that any Liston shot could knock out Cassius if it connected . -RRB- Then Cassius soaks up a couple of body shots , most flicks his jab , slides , dances , clinches , circles away . UNTIL . AT THE END OF THE ROUND Cassius launches a second combination , slams a couple of big lefts Liston 's way that rock his head back two times . Liston 's so furious , he flips , charging Cassius , who hits and ducks at the same time . The BELL RINGS THREE TIMES before they stop . CLAY 'S CORNER - CASSIUS breathes hard . Dundee works . Cassius says something we ca n't hear . CASSIUS He was supposed to kill me . Well , I 'm still alive . Angelo is talking to Clay a mile a minute , while Clay MUGS an open mouth . to the press , ridiculing their accusation he was all talk . It 's clear he controlled Round One to everyone 's surprise . THE BELL . INT . RING , ROUND TWO - CASSIUS + LISTON We see press with typewriters , ribbon , microphones , note pads ; massive TV cameras hang on platforms over two of the corners . It 's a desultory , lower - key version of Round One . And . BIRD 'S NEST TV CAMERA + MEDIA Coverage segues to Liston , who throws and misses a few lefts . Cassius tags him with a few rights . THE BELL . CASSIUS literally ambles into the corner . SONNY 'S CORNER : HIS TWO TRAINERS Liston 's getting a lot of strident advice . THE BELL .

LISTON 'S LEFT comes in like a freight train . Cassius merely leans away to avoid Liston , circles and now snaps off a flurry and OPENS A CUT UNDER SONNY 'S LEFT EYE . Then , he splits out of there . ANNOUNCER . -LRB- at ringside , on radio . -RRB- He 's opened a cut on Liston . Liston 's never been cut ! And Cassius , seizing opportunity , hits Liston with more combinations . If Cassius won Round One , probably but not certainly won Round Two , he now demonstrates he OWNS Round Three . It 's a symphony of classical Cassius Clay footwork , flicked jabs that confuse , and , then , hard - hitting combinations that rock the presumably immovable Liston . No one told Sonny that Cassius could hit . And , at 210 pounds , he hits HARD . Liston , angered , panicked , knows he 's losing and goes after Cassius and misses wildly as the BELL ends Round Three .

stands a moment before he sits . EXTREMELY CLOSE : CASSIUS CLAY breathing heavily , ignoring the stool and Dundee and Bundini , looks around . THIS IS WHAT IT 'S LIKE TO BE 22 , TO BE CASSIUS CLAY , TO BE ON TOP OF YOUR GAME AND TO BE ABOUT TO OWN THE WORLD . He looks over the crowd . Only then , turns and sits . CASSIUS . -LRB- to Dundee . -RRB- He 's nothin ' to me . The genius of Cassius . CASSIUS . -LRB- CONT'D. -RRB- And he knows it .

slips a vial of some medicant from his pocket and rubs it into Liston 's shoulder .

The BELL RINGS . Clay peppers Liston with jabs . Liston pokes his left at Cassius , trying to reach him . They feint , circle . Liston gets his left into Cassius ' face . It 's more a poke than a shot . CLOSE : CASSIUS blinks back something . we 're not sure what . It seems to go away . Then it 's back . The fight continues . WIDER : CASSIUS dominating . They clinch . They break . This time Cassius violently blinks his eyes ! Something 's wrong ! CASSIUS . my eyes ! A knife - like pain . He ca n't see . He 's getting beaten up . He 's in trouble . The BELL .

sits . CASSIUS . -LRB- shouting . -RRB- My eyes ! I ca n't see . somethin' in my eyes ! Dundee feverishly washes water to get the irritant out of Cassius ' eyes .

A buzzer sounds , warning the bell 's coming for Round Five . Now Cassius stands , saying . CASSIUS . -LRB- his gloves . -RRB- Cut 'em off ! Cut 'em ! I 'm blind . The BELL . Dundee 's still in the ring . ANGELO DUNDEE No . You quit , it 's over ! Get out there . Be a yardstick . This is the big one , daddy . Get out there and run ! He literally pushes Cassius into the ring .

rushes Clay . He knows this is his chance . Cassius tries to tie Liston up by holding onto the back of his neck , but Liston pounds left and right hooks . If anybody wondered if Clay could take punishment , this answers that . WHAM - WHAM - WHAM - WHAM - WHAM . five huge hooks . Liston is desperate to end it while Cassius is in trouble . Haymaker after haymaker ; some connect , others are blocked but knock Clay sideways . Clay , still blind , keeps backing and dancing . CLOSER : CASSIUS ' EYES With a minute left , now , he sees better . Liston throws him into a corner , still trying to put him away . But , he ca n't , and Liston 's energy seems to deflate once he knows that . The BELL .

eyes are clear . In 60 seconds he recovers his energy . He 's ready . BELL .

ca n't wait to get out . He shuffles . He circles . He fires combinations . In the early rounds , provoked by Cassius , Liston 's anger caused him to abandon his fight plan . Now , having been proven futile , Liston 's confidence is gone . He 's left with nothing . Psychologically and athletically , Liston is defeated . The BELL . Liston 's eyes contemplate the inevitable : face nine more rounds of this .

waits for the seventh - round bell . HOWARD COSELL . -LRB- doing color radio commentary with Les Kelter 's blow - by - blow . -RRB- . Clay , a round ago , looked like he 'd about had it , but in round six . Then Cassius , knowing before anybody else , suddenly rises as if on wings . Both arms are in the air . followed by a roar from the crowd . HOWARD COSELL . -LRB- CONT'D. -RRB- -LRB- realizing , screaming . -RRB- Sonny Liston is not coming out ! Wait a minute ! Wait a minute ! Sonny Liston is not coming out ! And we can see Liston still sitting on his stool in his corner , spitting out his mouthpiece . HOWARD COSELL . -LRB- CONT'D. -RRB- The winner . and the new heavyweight champion of the world is Cassius Clay ! Cassius jumps onto the ropes in the corner , rails the crowd : CASSIUS I upset the world ! I am the greatest ! I am the greatest ! All hell breaks loose . CASSIUS . -LRB- CONT'D. -RRB- -LRB- to press . -RRB- Eat your words ! Eat your words ! Howard Cosell , the first to climb into the ring , is on him . HOWARD COSELL What made him so easy for you ? CASSIUS I told you . Did n't I tell you ? Bundini gives him a comb . Cassius combing his hair . HOWARD COSELL Was there any single point you knew you had him ? And he sees Malcolm leaving his seat . they look at each other . Malcolm 's huge smile . CASSIUS I had him in the first round . 'Cause I 'm the greatest ! -LRB- and seeing at ringside , calling him up . -RRB- Sam . Hey , Sam ! Let him up . And Sam Cooke climbs into the ring . CASSIUS . -LRB- CONT'D. -RRB- I am the greatest ! And he the greatest rock 'n' roll singer . Sam Cooke ! I want everybody to bear witness . -LRB- they embrace . -RRB- I shook up the world ! Do n't have a mark on me ! I was burning . I was blind . I 'm the prettiest thing that ever lived . I shook up the world ! I shook up the world ! As Sam Cooke embraces Cassius .

A small older man with fine features , ELIJAH MUHAMMAD , THE MESSENGER , sits on plastic - covered furniture in his expensive living room . With him is an expressionless man who , literally , never smiles , in a tailored dark suit . He 's JOSEPH 13X . As Elijah Muhammad , the head of the Nation of Islam , contemplates Cassius ' victory - like everyone else in America , he 's surprised .

GORDON DAVIDSON is from the Louisville Sponsoring Group , standing in the chaos with another partner and Odessa and Cassius , Sr . GORDON DAVIDSON . I do n't care what should have been ordered ! We need a victory party right now . -LRB- pause . -RRB- I got national press , the family , the champ , all kinds of folks . -LRB- beat . -RRB- 250 to 300 . Yes .

singing `` Feel It . '' It 's packed with elated people . Outside , celebrations spill out onto the streets . cars honking .

through the club , with lots of partygoers , picks up Chesterfields from the cigarette girl and goes out by pool , around which we see women at tables in cocktail dresses and good - looking men . Most of the rooms ' doors are wide open , couples drinking , celebrating . radios playing out into the Floridian night .

and others of the Louisville Sponsoring Group in a crowd of predominantly white people , drinking free drinks at the hastily arranged victory party , wait . Sportswriters . Jimmy Cannon , Red Smith . Cassius , Sr. is there . They all wait . No sign of Cassius . `` Where 's your boy ? '' A young New York Times sportswriter , ROBERT LIPSYTE , is there as well . He looks like he does n't belong . his clothes are only perfunctorily conventional , and he 's a generation younger .

enters and closes the door and greets Malcolm X , in a white shirt , no tie , and Cassius , eating ice cream in a pool of light from the TV . Malcolm 's wife , Betty Shabazz , comes out of the kitchenette . A little girl runs from the bathroom back to Cassius . The girl plops into his lap with much familiarity , so we understand Cassius is family and has been for a while . He 's not at the Fontainebleau or the Roney Plaza . It says Cassius ' sense of himself is more about what 's next than what he did tonight . GIRL Why 's he so scared ? MALCOLM X Man , look at that guy run ! Cassius feeds the girl some ice cream . CASSIUS The Mummy ! `` I ca n't get away from the mummy ! '' Yeah , but that mummy too slow to catch anybody . SAM COOKE Hey ! The mummy always gets his man . CASSIUS No , he do n't ! -LRB- to kid . -RRB- Now , do n't believe that stuff on television . Laughter from the outside . Cassius looks . He 's not drawn to all the partying . Malcolm takes a picture with his Contax . Through the door enters Jim Brown . Jim embraces Malcolm and Betty , Sam Cooke , and congratulates the new champ and helps himself to food .

The room 's near dark . Soft sounds from outside . A laugh . A snatch of music . Malcolm 's children are asleep on a cot . And we see Cassius has fallen asleep on the sofa . A bedsheet is over him . Malcolm and Betty , sitting at the table in the kitchenette , quietly talking . an intimate laugh . partners . And as Cassius , the new heavyweight champion of the world , spends the first night of his reign asleep at `` home '' with this family .

Suddenly we 're in Harlem . The streets are jammed . Making them crazy , causing a riot , coming down the sidewalk , looking like a rock - and - roll star in a black leather jacket , is CASSIUS CLAY and in an overcoat and hat , MALCOLM X . They OWN this day on 125th Street .

engulf them . People are their army . The sea of people press close to their heroes . reaching out to touch the champ , share a joke , laugh . A girl runs up to hug Cassius and runs off . We catch a glimpse on the periphery of Joseph 13X . Seven or eight reporters , black and white , and still photographers and Bingham , half with Cassius , half photographer in privileged position . A REPORTER The people look to you . Do you plan on being a people 's champ , like Joe Louis ? CASSIUS . -LRB- tentative . -RRB- Yeah . I going to be a people 's champ . -LRB- beat . -RRB- But not like Joe Louis , exactly . A REPORTER . -LRB- starts . -RRB- Mr. Clay ? And Cassius drops it on them . CASSIUS And I 'm not Clay . Clay 's the name of the people who owned by ancestors . I do n't want to be called after that slave name no more . So I 'm `` X. '' Cassius X. And I 'm a member of the Nation of Islam . The Honorable Elijah Muhammad is my spiritual guide . Malcolm X is my mentor . This is hard news ! REPORTERS . -LRB- all at once . -RRB- You a card - carrying member ? Are n't Black Muslims a hate group ? CASSIUS . -LRB- droll . -RRB- `` Card - carrying '' ? Do n't need no `` card . '' You got a Christian card ? 750 million people believe in Islam . I 'm one of them . ANOTHER REPORTER . -LRB- O.S . -RRB- Minister Malcolm . what about the reports of a split between you and Elijah Muhammad ? JOSEPH 13X : we read his face listening to Malcolm . MALCOLM X This is the champ 's time . And I 'm here as a friend to celebrate his victory . So I got nothing you want . CASSIUS I 'm going to be a people 's champion . But I do n't have to be the way you want me to be . I 'm gon na be what I want . And I 'm free to think any way I want . And , as he goes on , the crowd knows neither Cassius nor Malcolm will ever turn their backs on them .

enters into the street with his Bodyguard and looks up to a top - floor window in which he sees a light is still on at 4 a.m.

asleep with the television on . There 's a knock on the door . Barely awake , he gets up to answer it . It 's Malcolm . Still in his familiar hat and overcoat . He has n't slept . MALCOLM X I was leaving , saw the light on . how come you 're up ? CASSIUS . -LRB- mumbles , half - asleep . -RRB- . watchin ' a show on termites . they knockin ' down this house , here . He goes back to lay on the bed . Malcolm looks out the window . the wet streets at night . MALCOLM X I been invited to speak at Ibadan University in Nigeria . C'mon with me ? CASSIUS Six million in your house and you do n't know it . Where ? MALCOLM X Africa . You been there ? CASSIUS Africa ? No . Only Rome . Yeah , man , let 's go ! MALCOLM X Nkrumah stayed with me when he was a student in New York , so we 'll stop in Ghana . CASSIUS When we leaving ? MALCOLM X Next Thursday . Malcolm 's distracted . He fingers his glasses . CASSIUS . -LRB- sees . -RRB- What is it ? MALCOLM X You ever been so angry . have you ever been so angry that you 'd explode ? CASSIUS . -LRB- after a beat . -RRB- Tore out a picture of Emmett Till when I was little . Could n't take my eyes to it . could n't look at it . Barb - wire around his neck to a 75 - pound cotton - gin fan . Took out his eye . The cruelty to it . I could n't look at it . could n't throw it away . MALCOLM X What else ? CASSIUS I thought , `` What I do wrong to be so low that people could do that to people like me ? '' It made me feel ashamed . And that makes no sense . But that 's what it was . MALCOLM X . when I heard about the four girls bombed in the 16th Street Church in Birmingham ? -LRB- beat . -RRB- The prohibitions of the Honorable Elijah Muhammad prevented me from speaking my voice in action . Because Birmingham was part of the civil rights movement , begging for a place at the white man 's table . But dead children . are dead children . So the anger I felt , I had to contain . I locked that down ! So tight my muscles seized . I lost control over the right side of my body . Leg did n't work . right arm did n't work . `` I 'm having a stroke , '' I thought . I had to hold it in 'cause I wanted , all I wanted was to BREAK SOMETHING ! Break a part . any part of this system . Because you are so provoked as a human being . In your spirit . In your heart . At the death of children . But I COULD DO . nothing . Cassius is quiet . MALCOLM X . -LRB- CONT'D. -RRB- -LRB- putting his glasses back on . -RRB- Everyone knows . Now I 'm advocating more direct political action involvement with the international struggle . So Elijah Muhammad has suspended me as a Minister in the Nation of Islam for 90 days . CASSIUS You can fix that . MALCOLM X I do n't know . I will try when we get back . Until then I will live each day as if I am already dead . That statement surprises Cassius , but he says nothing . Malcolm X stands by the window and watches the day begin in Harlem .

approaches Cassius in a suit and tie and beckons him into a living room in which sits Elijah Muhammad on a plastic - covered white sofa . Cassius is at his most deferential , awed at being in this man 's presence . Elijah 's power is the inverse of his size . He 's short and delicate - featured . He motions for Cassius to sit beside him . Joseph 13X sits across the room with two men . ELIJAH MUHAMMAD Only after long service and high merit in the spiritual and physical rebirth of Afro - American people . is one granted an original name . But you are special . A world champion . So there is a gift I wish to give you . From this day forward you will be known as Muhammad Ali . which means `` one worthy of praise , '' and Ali means `` most high . '' CASSIUS . -LRB- a beat , sounding it . -RRB- Muhammad Ali . -LRB- humble . -RRB- `` Worthy of praise . '' Thank you ! And he 's genuinely moved . As Elijah Muhammad puts his small hands in Muhammad Ali 's hands . giving him his blessings . ELIJAH MUHAMMAD . -LRB- cautioning . -RRB- Be very careful what you say . your words reflect on the nation of Islam , now . CASSIUS Yes , sir . ELIJAH MUHAMMAD . -LRB- after a beat . -RRB- Up until now , I have entrusted your spiritual development to Brother Malcolm . -LRB- beat . -RRB- I do not feel this is a wise course anymore . Extremely emotional about Malcolm , tears come to Elijah Muhammad 's eyes . Joseph 13X observes in the background . Cassius is taken by surprise at `` The Messenger '' 's display . ELIJAH MUHAMMAD . -LRB- CONT'D. -RRB- Malcolm has gone off into the secular world and does not measure his words . I have decided to give you , as your guide , my very own son , Herbert Muhammad . And he looks across the room . a roly - poly man wearing a bow tie . HERBERT MUHAMMAD . He has a habit of nervously straightening his shirt . A seemingly mild , pleasant man , he is without self - definition . Below this avuncular surface , he defines himself by quietly desiring and acquiring what is others ' . ELIJAH MUHAMMAD . -LRB- CONT'D. -RRB- Herbert will supervise all of your spiritual and material needs . CASSIUS . -LRB- not a thought . -RRB- This is a great honor , Messenger . Elijah gives a subtle look and Herbert retreats to where he came from , sitting back on the couch by Joseph 13X .

We 've entered mid - scene . CASSIUS CLAY , SR. . Why you want to change ? A NEIGHBOR . -LRB- V.O . -RRB- -LRB- to Ali . -RRB- Could we get a picture with you ? -LRB- to Cassius , Sr . -RRB- You mind , Mr. Clay ? A neighboring family coming to stand beside Ali . Cassius , Sr. steps aside . CASSIUS CLAY , SR. , a sport , a flamboyant man , is impatient . Inside , Odessa Clay and brother , Rudy , are talking . CASSIUS CLAY , SR. . What 's wrong with the lawyers and managers you got ? A NEIGHBOR One more . -LRB- click . -RRB- Thank you . CASSIUS CLAY , SR. . Yeah , yeah . They leave . CASSIUS CLAY , SR . -LRB- CONT'D. -RRB- You got . I got you the best white men I could find . Right here in L'ville . ALI When the contract run out . I want black lawyers and managers . Chauncey Eskridge on North La Salle Street . CASSIUS CLAY , SR . -LRB- angrily . -RRB- They saved you from the gangsters , from the jackals and the hyenas of boxing . Never cheated you . Protected you with a trust fund . ALI I do n't need no `` protectin ' '' from myself . Why I need protecting from myself by them ? CASSIUS CLAY , SR. . And now I got to go tell them , `` Piss off . Cassius do n't want you around no more . '' ALI I ai n't one of their thoroughbreds ! Or their charity things . `` Let 's do somethin' for that well - behaved colored boy , Cassius . '' I ai n't well - behaved nothing ! I am a man . The light starts to go . porch lights starting to come on . ALI . -LRB- CONT'D. -RRB- And I am not Cassius . I changed my name . I am Muhammad Ali , now . CASSIUS CLAY , SR. . You what ? ALI That 's right . CASSIUS CLAY , SR . -LRB- stunned . -RRB- What ? What 's wrong with . our name , my name ? We 're . we made you . We . ALI No one `` made me '' . CASSIUS CLAY , SR. . No bow - tie - wearin ' , Arab - talkin ' nigger gon na change that . ALI . -LRB- anybody 's son . -RRB- I made me . -LRB- adamant . -RRB- No one 's in that ring but me ! CASSIUS CLAY , SR. . You do n't know who you are . ALI I know who I 'm not . I 'm not drinkin ' ! Goin ' back on my wife ! I am not prayin ' to no blue - eyed , blonde - haired Jesus . I ai n't . CASSIUS CLAY , SR. . Paintin ' blue - eyed , blonde - haired Jesuses and signs on cars is what put steak and vegetables in you , clothes on you . ODESSA CLAY . dinner ! And we realize it has gotten too dark to see . CASSIUS CLAY , SR . -LRB- cold . -RRB- Go ahead ! Bitter silences . CASSIUS CLAY , SR . -LRB- CONT'D. -RRB- Go ahead . Cassius , Sr. walks off . his back arched too straight , trying to hold his pride together . ODESSA CLAY You did n't get it from me . your words , your sense of humor , what makes you angry , what makes you a fighter . You got that from your daddy . ALI You saying I 'm just like him ? ODESSA CLAY I 'm saying , if he was your age today , he 'd do the same as you . And he knows that . And Odessa goes back inside .

We see Malcolm at work at the kitchen table . It 's cluttered and small . The telephone rings . ONE OF HIS CHILDREN . -LRB- OVER . -RRB- Daddy . For you . Malcolm gets it . JOSEPH 13X . -LRB- V.O . -RRB- Brother Malcolm . MALCOLM X What is it , Joseph ? JOSEPH 13X . -LRB- V.O . -RRB- The Honorable Elijah Muhammad has given the Muslim name , Muhammad Ali , to Cassius X. Herbert Muhammad 's been placed in charge of his training , instead of you . -LRB- and ultimately . -RRB- Muhammad Ali will not be traveling with you to Africa . Malcolm 's still . He 's been co - opted . JOSEPH 13X . -LRB- V.O . -RRB- -LRB- CONT'D. -RRB- The Honorable Elijah Muhammad has asked me to inform you your suspension has been extended indefinitely . Joseph 13X hangs up . Malcolm quietly closes the door . Malcolm dials a number . No answer . Betty has come in . They exchange a look . BETTY SHABAZZ . -LRB- concerned for her husband . -RRB- Malcolm ? MALCOLM X . -LRB- after a beat , disconsolate . -RRB- Cassius wo n't be coming to Africa . not with me . She puts her hand on Malcolm 's shoulder . BETTY SHABAZZ Go anyway . Do n't put it off . It 's not safe here . ONE OF HIS CHILDREN . -LRB- OVER . -RRB- -LRB- calling . -RRB- Mommy . the bath 's ready .

in first class on a `` Ghana Airlines '' flight to Africa . Close by is Herbert Muhammad . Howard Bingham and Ali 's brother , Rudy , are across the aisle from him , asleep . The plane bumps in choppy air . Muhammad , unable to sleep , a nervous flyer , gets up . He wanders up the aisle to the front of the plane . A Stewardess comes out of the cockpit . Muhammad slows , startled by the pilots . Both pilot and copilot are black . ALI . -LRB- joking . -RRB- Hey , man , where they put the real pilot ? What you doin ' up here ? PILOT . -LRB- not understanding ; British accent . -RRB- I am . the pilot . He 's the copilot . -LRB- moves map case . -RRB- Here , Mr. Clay , sit down . ALI No , man , I meant . in L'ville , when I growed up , they barely let black folks drive buses . Ali looks out the window . a new day downs over the land . Then Bingham shows up over Ali 's shoulder . They all pose , facing the rear of the cockpit . Then , the Pilot points to the coast below them and the sunrise . THE PILOT Here we are . Cote d'Ivoire . Africa .

snakes out a building . CAM FOLLOWS IT and we HEAR . BETTY SHABAZZ . -LRB- V.O . -RRB- We should think of a name , Malcolm .

MARLIN THOMAS - paunchy , grey , late 40 's - walks up the stairs carrying take - out food . MALCOLM X . -LRB- V.O . -RRB- How about Gamilah or Khalilah ?

crosses to ANOTHER AMERICAN wearing headphones in the glassed - in balcony where the CABLE connects to a portable tape - recorder . MARLIN THOMAS . -LRB- eating . -RRB- Anything ? THE MAN . on the phone with his wife . She 's having a hard time sleeping . baby 's kicking a lot . MARLIN THOMAS Motor Pool , here , have a Chevy parts catalogue ? As the CIA monitors Malcolm X .

in a Mercedes convertible . It 's a monumental expression of the force for the independence of black Africa . Accra is a wonder to Ali . A Third World showplace , in 1964 Ghana is alive with the optimism of emerging Africa . Infrastructure and real estate are well - managed . Under Nkrumah , the city is in a frenzy of building public housing . ALI in the three - car caravan , passes the huge triumphal arch with its giant black star on the top . Thousands line the route to see the heavyweight champion and cheer him . For Ali it 's another kind of parade . ALI 'S POV : GHANAIANS They 're stockbrokers and street cleaners , salesmen and secretaries , hotel managers and military officers . All is a contrast to the de facto apartheid of the middle America of Ali 's experience . They all cheer his caravan as it passes . CUT TO :

arrives with Ali and entourage . It 's a modern hotel . Meanwhile , a different group are about to depart in limos . One among them , a tall Man in a dashiki and sunglasses and carrying a walking stick , separates . He sees Ali . So does the woman next to him . She is the poet Maya Angelou . MALCOLM X . -LRB- shouts . -RRB- Brother Muhammad . Taking off his shades , we realize it 's Malcolm X . He wears a goatee , now . Ali turns , sees him . Total surprise . ALI Hey , man ! They embrace . Ali greets him like the old friend he is . Maya and the Chinese diplomat wait a few steps removed . ALI . -LRB- CONT'D. -RRB- How you doin ' ? What 's up , brother ? I knew you were here . did n't think you were still here . MALCOLM X And I heard you were coming . ALI We just got here now . -LRB- words rush out . -RRB- And , maaan , the brothers were flyin ' a DC 8 . Flippin ' switches , navigatin ' , filing flight plans , talkin ' French . And they remember how much they like each other . ALI . -LRB- CONT'D. -RRB- Where you goin ' ? MALCOLM X When . uh , Liberia . When you fighting Liston ? ALI November . MALCOLM X This is Maya Angelou and Ambassador Huang Ha . Amando Gonzalez is from Cuba . Taher Kaid is the Ambassador from Algeria . Ali waves . They keep their distance . ALI Man , where should I go ? We 're planning on Egypt . MALCOLM X Algeria . See Ben Bella . -LRB- beat . -RRB- Go to Mecca , Medina . I just came back . Made my seven circuits around the Kaaba , prayed at sunrise . There were two million people . pilgrims from all over . Dressed all the same , high and low , the same . Blonde - haired , blue - eyed Muslims . Arabs . -LRB- off Ali 's look of surprise . -RRB- Blacks . Yeah . All of them , Muslims praying together .

who was surveilling Malcolm X in Cairo is here , too . Right now he picks up the phone . REVEAL at the window an African Man and another American with binoculars . BRADLEY . -LRB- V.O . -RRB- Hello ? MALCOLM X It 's Marlin . You 'll never guess who Malcolm ran into . CUT TO :

BRADLEY , an American in his late 30 's , who 's balding and whose mouth is too wide , sits at the teacher 's desk in an empty classroom . A heavyset American and two Black African Thugs with M - 1 carbines are with him . MOBUTU 'S MILITARY AIDE . -LRB- in French . -RRB- Le Ministère de Défense vous remercie . MOBUTU 'S MILITARY AIDE . -LRB- CONT'D. -RRB- -LRB- English translation . -RRB- The Defense Minister thanks you . Uniformed MOBUTU 'S MILITARY AIDE smiles and warmly shakes Bradley 's hand . Bradley says `` he 's welcome '' and signals to the Heavyset American . The American leads Mobutu 's Military Aide somewhere . Meanwhile . BRADLEY . -LRB- in French . -RRB- Il n ' y a pas de quoi . Cela m ' a fait grand plaisir . Faites - lui mes compliments . BRADLEY . -LRB- CONT'D. -RRB- -LRB- English translation . -RRB- It 's nothing . Give him my compliments .

to a sports court . Eight Uniformed Soldiers are with them . In the sports court , on their knees , hands bound behind them , facing away from us , are six prisoners in business clothes . One is a woman . Guarding them are Bradley 's Guards . Mobutu 's Military Aide 's soldiers take over the prisoners . Mobutu 's Military Aide talks into a walkie - talkie . Meanwhile . GEN. JOSEPH MOBUTU IN UNIFORM listens to his walkie - talkie . He has distant eyes . He 's heard what he needs and walks up a staircase and around a corner .

enters . He is the beneficiary of this routine military coup . Other uniformed officers at students ' desks now stand and applaud . Mobutu will rename the Congo `` Zaire '' and we 'll see him later . Meanwhile in Ghana .

Meanwhile . ALI . -LRB- his thoughts . -RRB- . should n't have quarreled with the Honorable Elijah . The rapport between them becomes fleeting . Ali 's attention drifts away . He closes down . ALI . -LRB- CONT'D. -RRB- -LRB- to himself . -RRB- You should n't have . -LRB- vocalized . -RRB- . quarreled with the honorable Elijah Muhammad . MALCOLM X What ? ALI You should n't have quarreled with Elijah Muhammad . And Ali separates . He turns away . Malcolm calls after him . MALCOLM X Brother Muhammad . Ali wo n't turn back from his rejection of Malcolm . He shakes his head `` no '' and walks off . MALCOLM X . -LRB- CONT'D. -RRB- Brother Muhammad !

sings `` For Your Precious Love , '' and REVEAL : ALI + SONJI ROI dancing . We 're back in Chicago . She 's sexy and has a great smile and flashing eyes . People leave Ali alone . One Fruit of Islam bodyguard is nearby , semi - conspicuous . In a booth is Herbert with a date , another FOI guard , and a businessman . Sonji , who is sexually overt and fun , is laminated to Ali . After a few bars . ALI Sonji . Sonji Roi . SONJI . -LRB- laughs . -RRB- What you keep sayin ' my name for ? ALI 'Cause I love it , girl . How long you been workin ' for Herbert ? SONJI ` Bout a year . I sell `` Muhammad Speaks '' over the phone . ALI What kind of name is that ? SONJI My father named me after Sonja Henie . ALI What 's your father do ? SONJI He was shot in a poker game when I was two . He do n't do nothin ' . Sonja , on the other hand , was an ice skater , and my mother died when I was eleven . ALI So who raised you ? SONJI Godparents , but I been on my own , doing my own thing . ALI Whatcha doin ' tomorrow ? Go ridin ' with me . SONJI No . I got ta work , you know . ALI I square it with Herbert . I got a record player in my car . SONJI A record player ? C'mon . How come it do n't skip ? ALI Got springs and stuff . SONJI Herbert said you met The Beatles . ALI Yeah . Only one of 'em 's smart . the one with the glasses . SONJI . he 's my favorite . ALI People all screaming and fainting . I asked him , `` This the way they act when you get big ? '' SONJI What he say ? ALI He said , `` Champ . The more real you get , the more unreal it gon na get . '' SONJI Wow . After Sheri sings the first chorus . ALI Let 's go . SONJI Yeah . ALI . -LRB- crossing out . -RRB- Where you live ? SONJI I 'm takin ' you there . Herbert looks up from his booth , starts to ask where they 're going . but they 're gone . He turns back to the man he 's talking to .

PULL BACK from being above Chicago in the winter at night to Ali and Sonji making love where Sheri 's voice sings the second verse . To Ali 's reactions . ALI I think I gon na keep you around forever , girl . SONJI . -LRB- laughs . -RRB- Well , I 'm not too busy right now , so . I 'll think on it . ALI Herbert said you were n't a Muslim . SONJI Cover my hair ? No make - up ? Long dresses ? Honey , please . -LRB- beat . -RRB- Were you a virgin ? ALI Why ? SONJI . -LRB- laughs . -RRB- 'Cause you so `` gone '' off a little good time . ALI I 'm no virgin . but I may as well be . -LRB- beat . -RRB- I ai n't jokin ' ! I always know when I know . See this face ? I mean , you got a pretty face for a girl 's face , but you ever seen somethin' as pretty as me ? Now , you about five - foot - three . that 's too small . But I overlook that , too , 'cause . SONJI . -LRB- sarcastic . -RRB- Thank you so much . ALI . 'cause of your spirit ! SONJI My `` spirit '' ? ALI Yeah . 'Cause you too much fun ! SONJI You serious ? She raises his head next to hers , looks in his eyes . ALI But you got ta be a Muslim . SONJI Huh ? How you do that ? Step over a broom . shazaam . you a Muslim ? She laughs . He rests his head on her stomach . He likes her irreverence . ALI Maaan , I ai n't never been with a girl like you . SONJI Baby , maybe you ai n't ever gon na be with any other . They start making love again .

Bundini cracks up . Ali signs without even glancing at the documents . Bingham notices this . BINGHAM Watch what you signing , Ali . HERBERT . -LRB- to Bingham ; sharp . -RRB- Nothing to do with you . BINGHAM You talkin ' to me , or someone walk inna room , fat boy ? Anything 's do to with me I think 's to d - d - do with me . I 'm st - st - still a Christian . ALI . -LRB- signs anyway . -RRB- And get me a kosher cook . lady who cooks at Malcolm 's temple . Put my brother on the payroll . 50g a year for drivin ' and jivin ' . HERBERT Lana Shabazz . ALI Yeah . How ` bout it , Howard . You be my official full - time photographer . BINGHAM I ai n't goin ' on your payroll . I like it freelance . Emphasis on `` free . '' As Ali signs the last of the contracts . HERBERT Muhammad . She 's not . for you . When I met her , she was working at a cocktail lounge with a bunny tail on her backside . BUNDINI What were you doin ' down at a cocktail lounge , Herbert ? Sellin ' `` Muhammad Peeks '' ? Ali and Bingham crack up . HERBERT . -LRB- to Bundini . -RRB- Sober up and say something to this man , Bundini . You supposed to be his `` inspiration . '' BUNDINI . -LRB- looks at Ali ; to Ali , serious . -RRB- I got to know about Sonji , Muhammad . She got a sister ? -LRB- as Ali laughs . -RRB- BINGHAM You been s - s - saving it up , training , Champ . You ca n't unleash it on this girl all sudden . You may kill her ! Maybe you should spread it around more before you tie it down . ALI No . Marriage is the cornerstone of Muslim life . HERBERT Sonji Roi is not a Muslim ! ALI She gon na be a Muslim , now ! -LRB- flashes . -RRB- So fix it up , Herbert .

past a speed bag onto Ali with Dundee + Sarria on the exercise table . They do NOT see , and we PASS them and other training boxers and MOVE IN to a portable B&W TV on top of a cabinet . ON B&W TV : MALCOLM X + MARTIN LUTHER KING , JR. exchange greetings and introductions as if in a first - time meeting , and King turns back to CAMERA . MARTIN LUTHER KING , JR . -LRB- mid - statement . -RRB- I fear if this bill is not passed . -LRB- beat . -RRB- . our nation is in for a dark night of social disruption . As an anchorman pontificates . IMAGE SUDDENLY BECOMES : FIVE DIFFERENT SURVEILLANCE ANGLES . King and Malcolm have no clue how extensive is the FBI Cointelpro surveillance and the operations mounted against them . And the image of the two of them becomes .

on the front page of the Washington Post . REVEAL Joseph 13X sitting next to JOE SMILEY in a small Washington , D.C. coffee shop . JOSEPH 13X Why we meeting ? JOE SMILEY The idea was . to . make . Malcolm smaller , you know ? Diminished ; obscure ? Not to turn him into a messiah . -LRB- the paper . -RRB- What I got , now , is Malcolm shoulder to shoulder with Martin Luther King . -LRB- beat . -RRB- And Malcolm running all over the world getting Ben Bella and Nasser to denounce racism in the U.S. while we 're competing over there with the Soviets . -LRB- droll . -RRB- Not . a resounding success . We were better off before , with Malcolm INSIDE the Nation . -LRB- beat . -RRB- So . We want you . to get Elijah Muhammad . to take Malcolm back . Joseph 13X stares at him , slack - jawed . Incredulous . No reaction . JOE SMILEY . -LRB- CONT'D. -RRB- That 's a joke . I 'm kidding ! Do n't you ever smile ? Joseph 13X does n't say anything . He does not smile . JOE SMILEY . -LRB- CONT'D. -RRB- We 're on a timetable . Malcolm 's pal , Quaison from Ghana , is introducing Malcolm 's resolution to the General Assembly in Washington . That 's in five weeks . Joseph 13X oddly gets up , moving a stool over . JOSEPH 13X You got bad breath , man . JOE SMILEY Thyroid . I got a stab wound in 1961 . They took it out . We got ta talk about this guy , too . Smiley indicates the picture of Ali in `` Muhammad Speaks '' identifying him as a militant and a revolutionary . JOSEPH 13X When do I get my expenses reimbursed . dry cleaning lots of suits is n't free . Off Ali 's picture . it becomes .

enters , looking for Sonji . Bundini and Cassius Clay , Sr. were laughing about something else . They got quiet . Bundini has a large water glass in his hand ; Sr. , a highball glass . ALI . -LRB- to Bundini . -RRB- What you drinkin ' ? BUNDINI What am I drinkin ' ? Water 's what I 'm drinkin ' , champ ! I 'm a natural man . Ali goes to the bedroom door . ALI What 's goin ' on ? We 're late . He 's dressed for an occasion . SONJI . -LRB- V.O . -RRB- I 'm changing my damn clothes ! You did n't like what I was wearin ' ! As Ali re - enters the living room , there 's a knock on the door . `` Room Service . '' BUNDINI Come on in ! -LRB- sees . -RRB- What 's that ? ROOM SERVICE . -LRB- with large glass . -RRB- What you wanted , is n't it . a water glass with vodka ? BUNDINI That was before . ROOM SERVICE Before what ? BUNDINI Before you showed up . And , now , Sonji comes out . This dress makes what she had been wearing look demure . Tight angora sweater and a miniskirt . She 's Tina Turner 30 years ago . SONJI I fine runnin ' around in all these cute short things for you . I submissive to you . But I ai n't gon na be submissive to the Brother X 's and what they think . They askin ' me questions alla time anyway . ALI What questions ?! SONJI . -LRB- V.O . -RRB- About you and us and I ai n't tellin ' 'em shit . CASSIUS CLAY , SR . -LRB- drunk . -RRB- Tell it like it is , sugar ! They took my boy 's name . and what they give him back ? Bad style . Ali takes her back into the bedroom and closes the door . SONJI I do n't drink . I do n't smoke . I converted to Islam for you and .

He 's furious . She smiles . He picks her up . She moans and her tongue darts in his ear and they 're on the bed making out . And as CAMERA DRIFTS away we HEAR D.J. Daddio Daley 's `` Jazz Patio '' .

king of the city , cruising through the pristine winter air of Chicago . DADDIO . -LRB- on radio . -RRB- Hey there , old , aware ones . And you , too , my fair ones . This is `` Daddio 's Jazz Patio . '' ON KBCA this fine day , which is A - okay . Segues to . Brubeck 's `` Time Out , '' cruising .

center - punches the FRAME through the green - glazed terra - cotta hallway . He and his Bodyguard -LRB- # 1 -RRB- come to a door . Shedding his coat , he hesitates , and like a prizefighter gathering himself , he goes inside .

at a light , waves to a cluster of girls waiting for a bus who recognize him , go nuts . listening to Brubeck .

walks across the stage , aware of every little sound , every motion . He makes his way to the podium . peering beyond his glasses at the gathered . Bodyguard # 1 goes to the side door instead of standing next to him . and Malcolm notices that . as he . MALCOLM X As - Salaam Alaikum . THE GATHERED Wa - Alaikum - Salaam . And two young Black men , TALMADGE HAYER and NORMAN BUTLER immediately stand up in the back , jostling each other . A YOUNG MAN . -LRB- shouts . -RRB- What you doin ' in my pockets , man ? Get your hand outta my pocket ! MALCOLM X Hold it , hold it , brothers ! -LRB- pleading . -RRB- Let 's be cool . And the commotion in the back diverts Bodyguards # 1 and # 2 towards the rear , away from the stage and Malcolm , as . THOMAS JOHNSON comes forward from a front row , his coat flapping open , revealing the 12 - gauge sawed - off double - barrel shotgun coming up . MALCOLM 'S EYES go to it . Settle on it . He new it was coming , as . JOHNSON , an indifferent expression on his face , FIRES one barrel at . MALCOLM . which rips through the lectern as if paper and SLAMS a dead - center into his chest a seven - ring . 12 pellets , each the size of .32 bullet . Seven destroy Malcolm 's heart . Five shred his aorta and burrow into his spine . Malcolm 's hands fly back , and he topples , crashing off empty chairs onto the floor . UPSIDEDOWN ECU : MALCOLM 'S FACE + PAST . as life exhales from his mouth and his eyes go grey , dying , indifferent to Johnson emptying a second blast into him and the meaningless indignities of Hayer and Butler firing a .45 and a 9mm Luger at him .

Chaos . Malcolm on the floor . Betty kneels over his body , desperately trying to breathe life into it . An Asian woman , a disciple , holds up his head . Somebody shouts , `` Jesus , God ! '' But there is no God today .

stops short at a light because a man runs across the street . CRAZY MAN Ambushed ! LOUD Brubeck in 5/4 time . Ali ca n't hear . CRAZY MAN . -LRB- CONT'D. -RRB- From the bullet holes , black eagles flew ! They screaming through the streets . Ali rolls down the window . ALI What ? CRAZY MAN . -LRB- dazed . -RRB- They killed Malcolm . they shot Malcolm . `` Daddio 's Jazz Patio '' is interrupted . Malcolm X has been killed . Ali pulls over . not really parking . The world stops . The South Side of Chicago goes still . people numb . a young Man sitting down on the curb , crying . An elegy . Sam Cooke 's `` A Change is Gon na Come . '' plays . `` I was born by a river in a little tent . '' And as Ali sits in his car . he sees the face of Malcolm . the glasses . ALI . -LRB- his thoughts . -RRB- You were the first . you walked me forward , my brother . you were the first . He 's overcome with a deep grief and a lack of confidence in the order of his world . SAM COOKE . -LRB- sings . -RRB- `` Been a long , long time comin ' , but a change gon na come , yes it is . ''

sees Sonji enter in a sequined mini - dress , bouffant hair . She attracts attention and disapproval from Herbert . She sits next to Ali 's parents at ringside amid the large , conservatively dressed Muslim contingent . He 's angry at her presentation . She looks like a girl singer from a doo - wop group . He slips off his robe . Ali raises his gloves in Muslim prayer . Meanwhile : the BELL rings . ALI meets Liston , nails him with a straight right . Ali begins baiting him , dancing . Liston tries to cut off the ring , jabbing ineffectually . Ali lets Liston in , pulls back , then pivots on his right foot , throws a short right and RAMP INTO SLO - MO . to see Liston not see it coming . The muscles of Ali 's upper body contract and ripple in release after his short RIGHT catches Liston on the point of his chin . Liston drops to the canvas like a stone . HOWARD COSELL . -LRB- CONT'D. -RRB- Liston is down ! Scarcely a minute into the first round , I ca n't believe it ! Sonji is up . For some reason , tears of worry stream , absurdly , from her eyes . The IMAGE : Ali standing over Liston , fist cocked , bellowing : ALI Get up , sucker ! Get up and fight ! No one gon na believe this ! Liston tries to get up , rolls over . His left leg spasms . As the ref finally pushes Ali to a neutral corner . HOWARD COSELL It 's over ; it 's over !

Sarria , Bundini , Pacheco as Dundee cuts the tape off Muhammad 's hands . And Sonji appears at the door . runs and embraces Ali . SONJI You okay ? -LRB- he 's cold . -RRB- What 's wrong ? ALI Why you done up like that ? SONJI I 'm dyin ' and . 'cause this is how I dress ! I dyin ' for you out of worry . ALI `` Worry '' ? SONJI Yeah . And all you care about is if I look dull enough ? ALI The world looks at me , girl ! What if I straightened my hair , live in the white suburbs ? How I am says something ! SONJI . -LRB- quiet ; tough . -RRB- Well , sorry you do n't like how I am .

enters up the stairs . Bundini 's waiting for him as are Reporters , trying to ambush him . Lots of activity in the motel forecourt . ALI . -LRB- to Bundini . -RRB- Where 's Herbert ? Bundini indicates and Ali exits into Herbert 's room . Beyond is the Holiday Inn marquee : `` Clay vs. Liston II . '' A few letters droop .

Ali , angry , stands in front of Herbert . HERBERT If you want , have no contact with her for ninety days . Then you make a public statement of divorce in the mosque , and Islamic law will be satisfied . BUNDINI `` Satisfied ? '' . satisfaction is not makin ' it with the woman who send you to the moon ? Cassius , Sr. bursts in . Bundini has Ali 's championship belt over his shoulder . BUNDINI . -LRB- CONT'D. -RRB- Man , I 'm the only normal person left around here and I 'm a black Jew who ca n't read and is half drunk . CASSIUS CLAY , SR. . I got ta talk to you . Bundini and Herbert start to leave . ALI Please stay , Brother Herbert . CASSIUS CLAY , SR. . He ai n't your brother ! Your brother taking your wife back to Chicago . She 's crying like a widow . ALI I ai n't dead ! CASSIUS CLAY , SR. . You might as well be . You do n't remember your name or who you are . Cassius , Sr. leaves the room .

enters . Stands at the dresser . Only his suitcase is there . She left her chartreuse blouse . He takes it and smells the scent of her cologne . He is torn with grief at the loss of her , curling into a ball on the bed , alone in the room .

getting made up by a good - looking ASIAN COSMETOLOGIST . An ASSISTANT DIRECTOR lounges against the wall with headset , reading the newspaper . COSMETOLOGIST You got the prettiest eyes . ALI Yeah ? BUNDINI He so pretty , when you look up `` pretty '' in the dictionary , he too pretty to be there . She laughs and whispers something in Ali 's ear , holding his hand where the others ca n't see it and slips her phone number to him . Meanwhile . a phone rings . Bundini answers while . A.D . -LRB- re : newspaper , to Ali . -RRB- . you gon na try for Germany ? ALI Huh ? A.D. . You gon na try to get stationed in Germany ? ALI What you talking about ? BUNDINI Champ . It 's Eskridge . A.D . -LRB- Ali did n't know . -RRB- They changed your classification . -LRB- turns page . -RRB- It 's in the paper . You 're 1 - A. You 're gon na get drafted into the Army . ALI . -LRB- takes phone . -RRB- You know about this ? CHAUNCEY ESKRIDGE . -LRB- V.O . -RRB- Yes . But I think the government 's looking to negotiate a deal . A.D . -LRB- hears on headset . -RRB- Here we go !

`` Wide World of Sports '' is ON THE AIR . We 've entered mid - broadcast . ALI . I flunk their draft board test . Now , without testing if I am `` wiser '' or `` worser , '' they decide I can go into the Army . HOWARD COSELL Cassius , it is my opinion you . ALI . -LRB- cuts in . -RRB- And I 'm not Cassius Clay . That 's a slave name . I 'm a free man . I 'm Muhammad Ali . HOWARD COSELL . -LRB- stops , realizing . -RRB- You know , I apologize to you . On the air . Your name is Muhammad Ali . You have the right to be called whatever you want . ALI . -LRB- stays angry . -RRB- You make a lot of mistakes for a so - called educated man . You really go to law school ? HOWARD COSELL Yes , Muhammad . And to think I gave up a lucrative practice for the likes of you . ALI I 'm the best thing that ever happened to you , Howard Cosell . Without me you be a tall white man with a microphone in his mouth . HOWARD COSELL . -LRB- fast . -RRB- And without me . you 'd be a mouth . Ali lifts Howard 's toupee . HOWARD COSELL . -LRB- CONT'D. -RRB- -LRB- into camera . -RRB- We 'll be right back . Laughter .

Ali pours three spoons of sugar in his coffee . HOWARD COSELL . -LRB- sarcastic . -RRB- Have a little coffee with your sugar ? ALI Keep talking . You were saying something half - smart . HOWARD COSELL They want to make an example out of you . ALI Why ? I 'm no Stokely Carmichael , H. Rap Brown . HOWARD COSELL All they are is political . They tell people how they ought to be . But you are the HEAVYWEIGHT CHAMPION of the WORLD . You 're important . And they do n't like your militancy , your politics . So , they 'll make an example out of you . ALI . of a good `` Ne - gro , '' who do what he told ? HOWARD COSELL Yes . Or , to demonstrate here is what happens to your ass if you do n't . He 's screwed either way .

waits at the curb as Ali and Herbert pull up and get out of a car . move through the crowd . reporters shouting questions at him we do n't hear , go up the steps , into the lobby , joining other recruits and M.P. 's . CHAUNCEY ESKRIDGE . -LRB- quietly . -RRB- You do six weeks basic . you go into the Reserves . you do n't go to Vietnam . you get to box . you even get to keep the money . He gives Ali a piece of paper signed by the Justice Department , confirming the deal . HERBERT . -LRB- lets him know . -RRB- The Messenger would not object if you joined under these terms . ALI I stay out of jail and I get to fight . HERBERT . -LRB- nods . -RRB- All you have to do is accept the induction . And life goes on . CHAUNCEY ESKRIDGE They call your name . You say yes . We 're not sure what Ali will do .

lined up with the twenty - five other inductees . being addressed by an Induction Officer , Naval LT. JEROME CLARIDGE . LT. JEROME CLARIDGE . and you will take one step forward as your name and service are called , and such a step will constitute your induction into the Armed Force indicated . Lt. Claridge begins to read the names , and services . the young Men dutifully stepping forward . Ali expects his name to be called . Instead . LT. JEROME CLARIDGE . -LRB- CONT'D. -RRB- Cassius Marcellus Clay . It 's quiet . Dead quiet . Ali 's lips move . NO sound comes out . We anticipate him stepping forward . he does n't . LT. JEROME CLARIDGE . -LRB- CONT'D. -RRB- Mr. Clay , I am required to inform you that refusal to accept a lawful induction order constitutes a felony under the Universal Military Training and Service Act , punishable by up to five years ' imprisonment and a five - thousand - dollar fine . Do you understand ? ALI . -LRB- nods . -RRB- Yes . TWO FBI AGENTS in suits have appeared . LT. JEROME CLARIDGE . -LRB- repeats . -RRB- Cassius Marcellus Clay . Ali does n't move . LT. JEROME CLARIDGE . -LRB- CONT'D. -RRB- -LRB- a third time . -RRB- Cassius Marcellus Clay . Herbert 's dying . Ali `` stands his ground . '' and the die has been cast . A MAN . -LRB- presenting badge . -RRB- Federal Bureau of Investigation . Mr. Clay , you 're under arrest for refusing induction . As they turn around and handcuff him .

approach from two vehicles . Rudy and SIX LARGE MUSLIMS escort Ali through the crowd of media trucks , reporters and conspicuous unmarked police cars and neighborhood people . ALI waves in Robert Lipsyte , the New York Times sportswriter in his late 20 's we 've seen before . He and Howard Bingham , waiting inside , know each other . They enter . The phone 's already RINGING .

on the phone , on a long extension , joined by Lipsyte and Howard Bingham , while Bundini keeps at bay reporters at the front door . It all feels like a rock group in town for a concert . ALI . -LRB- listens ; to cam . -RRB- Ask Chauncey Eskridge in Chicago . He 's my lawyer . No . I 'm out on bail . -LRB- goes onto balcony . -LRB- rear shot . -RRB- . -RRB- Yeah , I fight . I fight clean . I 'm an athlete . Army 's there to kill , kill , kill . My religion forbids that . No . I never shot anything in my life . -LRB- turns . -RRB- Do I know where Vietnam is ? -LRB- wry ; playing to Bingham . -RRB- Yeah . It 's on TV . -LRB- beat . -RRB- In southeast Asia ? It there , too ? -LRB- beat . -RRB- That 's a joke , man ! Ali hangs up . The phone rings again . ALI . -LRB- CONT'D. -RRB- -LRB- frustrated . -RRB- What do I think about who ? Vietcong ? Next is something Ali has not deduced . Ali perceives it intuitively and reflexively . As with other of his decisions , once made , he does n't hesitate to speak them . And he wo n't waver . He says . ALI . -LRB- CONT'D. -RRB- Man , I ai n't got no quarrel with them Vietcong . It goes dead silent . Ali listens . Lipsyte is stunned . So 's Howard . ALI . -LRB- CONT'D. -RRB- No Vietcong ever called me nigger . BINGHAM You know what you j - j - just said ? He hangs up . LIPSYTE From Europe to China . every home in America . the world 's gon na know what the heavyweight champion of the world said about the U.S. war . ALI So what ? -LRB- beat . -RRB- I ai n't gon na be what anybody else want me to be . I 'm not afraid to be what I want . And think how I want . And that 's the real Ali , right there .

laying on the sofa . Dundee , Pacheco and Rudy have joined . There 's the feeling the house is a bunker . Phones ring . Television is on . LIPSYTE , taking notes , watching Walter Cronkite on TV . He crosses to Ali . Dundee 's on the phone . LIPSYTE . -LRB- reading . -RRB- Nixon , the Republicans , Boxing Commission in New York , Cleveland and L.A . -LRB- a foregone conclusion . -RRB- But you 're also getting attacked as unpatriotic by the NAACP , Roy Wilkins , Jackie Robinson , the New York Times and Joe Louis . The expression on Ali 's face is blank , as if he 's accepting a pounding : he knows what it is ; it 's not a surprise .

A very low ceiling ; we 're in a green - lit cavern with a low ceiling . Chauncey Eskridge and Ali wait . Ali 's in the backseat of a 1961 Lincoln . Two FOI guards stationed at the distant ramps allow a Black Oldsmobile to pass . BOB ARUM a New York lawyer and promoter arrives and climbs out of the Oldsmobile . Ali opens the door . but does n't get out . ALI . -LRB- to Arum . -RRB- People are following me . BOB ARUM I got almost nowhere I can promote a fight for you . Plus , I think they 're going to vacate you from the crown . ALI What ? BOB ARUM Yeah . If you 're convicted . ALI They gon na take away what no fighter in the world can ? BOB ARUM And New York may revoke your boxing license . CHAUNCEY ESKRIDGE You sure you want to do all this ? -LRB- politics . -RRB- Your next three to four years are every heavyweight 's prime . And there are few of those years . ALI What ` bout Terrell ? BOB ARUM We 'll know if we can fight Terrell in Illinois this afternoon . Terrell 's running his mouth . He said if you 're called , you should serve . ALI . -LRB- angrily . -RRB- Motherfucker . He got a deferment for bein ' too tall , or havin ' flat feet . Why do n't he serve for me ? Tellin ' me what I should do . BOB ARUM . -LRB- to Ali + Eskridge . -RRB- I got to get you some fights . Fast . Ali 's quiet , not really listening anymore .

wearing a suit and a narrow tie at a table in front of Daley machine apparatchiks . A bald man , angrily : COMMISSIONER You understand we could take away your license to fight Terrell in Illinois ? ALI Yes . COMMISSIONER Are you prepared to apologize ? About your unpatriotic remarks that you made ? ALI Apologize ? No . COMMISSIONER You said that you were the people 's champion . ALI . -LRB- angry . -RRB- Yes , sir ! COMMISSIONER Do you think you 're acting like the people 's champion ?! ALI Yes , sir . I am not going to apologize to you . This is n't a courtroom . And I do n't have to sit here and answer your questions . Ali gets up and walks out on them . Eskridge and NOI men in black suits follow .

march through the lobby . Ali gives a walking interview . He 's angry . He wo n't slow down . ALI I ai n't draft dodgin ' ! I ai n't goin ' to Canada . I ai n't burnin ' my draft card . I ai n't burnin ' the flag . I 'm stayin ' right here . And you want to throw me in jail ? Go ahead . I 'll do my time . I been in jail four hundred years . I 'll be in jail four , five more . But I ai n't goin ' ten thousand miles to help murder and kill poor people for you . 'Cause if I 'm gon na die , I 'll die now , right here , fighting you . If I wan na die . You my enemy , not Vietcong or Chinese or Japanese . You my opposer when I want freedom . You my opposer when I want justice . You my opposer when I want equality . You want me to go somewhere for you , but you wo n't even stand up for me in America , for my rights and beliefs , you wo n't even stand up for me here at home .

ERNIE TERRELL is taller than Ali . The empty stadium has a scale and press at one end . Girls in cowboy hats and lone stars say we 're in Texas . Ali is distracted . ERNIE TERRELL . -LRB- getting on scale . -RRB- Tell Clay he can get on after me . ALI What ? ERNIE TERRELL Get on the scale after . ALI . -LRB- cuts in . -RRB- What you call me ? Terrell wrongly thinks there 's psychological value in provoking Ali . ERNIE TERRELL Only thing I knows you as : Cassius Clay ! ALI . -LRB- infuriated . -RRB- Announce it right here or from flat on your back ! Ali throws a punch that does n't land because he 's separated . ALI . -LRB- CONT'D. -RRB- What 's my name ?! ? CLOSE ON ALI something else in his eyes .

hit FOUR TIMES by Ali : WHAM , WHAM , WHAM , WHAM ! In the glaring lights . ALI What 's my name , motherfucker ?! And Ali flicks out punches . disorienting Terrell . The BELL . GIRL IN BANGLED MINISKIRT STARTS 15TH ROUND WHAM ! WHAM ! WHAM ! Ali hits him five times . Terrell ties him up . Ali throws him off , slips two jabs and snaps his left into Terrell 's face . ALI . -LRB- CONT'D. -RRB- What 's my name ? Ali , at the apex of his athletic skills , fires six - or eight - punch combinations and then changes direction . Ali shoots jabs and hooks going backwards ; every move and set of combinations is a dance . Ali 's never been as light on his feet , as fast , as complex as in this fight . Like any moment of greatness , we want it to last forever . Then , Ali throws a 17 - punch combination . ALI . -LRB- CONT'D. -RRB- WHAT 'S MY NAME ?! that burns down Terrell . Terrell starts to fall . Ali moves away . He does n't want it to end . Sportswriters do n't like it . Half the fans do n't like it . Ali defies both their sensibilities and their politics . TERRELL 'S face is battered . Ali SLAMS in SHOTS . ALI . -LRB- CONT'D. -RRB- -LRB- shouted . -RRB- My name ?! WHAT 'S MY NAME ?! The BELL ends the savage pounding . Ali in the middle of the ring , glorying in opposition and triumph .

with Eskridge and his other attorneys . The courtroom 's packed . In the back we spot Joe Smiley , anonymous in the crowd . ALI . -LRB- to Judge . -RRB- If the court would give me my sentence right now instead of waiting and stalling . JUDGE INGRAHAM . -LRB- obliges . -RRB- My pleasure . The jury has found you guilty of refusing induction into the United States armed forces . I sentence you to the maximum sentence allowable . five years ' imprisonment and a fine of ten thousand dollars . -LRB- pause . -RRB- Fast enough ? Your attorney will lodge an appeal . While you 're out on bond , I order your passport surrendered . I 'll not have you benefitting yourself by fighting abroad .

on his way out of the building . Media is held at the other end . CLOSER - ALI looks dazed , not sure how to act on the way out of court . Oddly , he shakes hands with each of a half a dozen white Houston Bailiffs . It 's as if , benumbed by the verdict , he seeks human contact . The only contact available , ironically , is with the officers of the court that just convicted him .

Time has passed . It 's winter . Snow 's on the ground . He 's in a car coat and a hat with a hooded sweatshirt underneath . Street lights are on . Traffic 's slight . He walks through the whiteness as new snow falls . ECU : ALI under the hat brim , his gaze is internal , as it was in the opening in Miami . BURNED - OUT STOREFRONT with icicles from Fire Dept. water . His work boots stop deep in the new falling snow . vanishing in the WHITEOUT .

in Ali 's hands . He leans across a white showcase of bakery goods . It 's cold outside ; warm inside . It smells of bread and coffee . BELINDA BOYD reacts . ALI Watch now . He makes a fist , balls the scarf up , and puts it in the hollow of his fist . ALI . -LRB- CONT'D. -RRB- -LRB- offering . -RRB- Blow on it . She blows on it . She 's not quite eighteen , six feet tall ; there 's a supremely confident expressiveness about her . Her gestures are large . He opens his hand . The scarf is gone . She instinctively looks over at his other hand . Nothing 's there . His eyes go wide in mock fright at the mysterious . ALI . -LRB- CONT'D. -RRB- This spooky ! Do n't get scared . She laughs . How 'd he do it ? He makes a fist again , puts his thumb in the hollow . And slowly pulls the scarf out . BELINDA . -LRB- laughs . -RRB- See , you do n't need to fight no more . He gives it to Belinda . She ties it around her neck . Ali looks at her . On a cold and dark afternoon , the windows are steamed and the bakery seems a fine refuge . ALI So what 's fresh , girl ? BELINDA . -LRB- smiles . -RRB- Everything fresh ! ALI . -LRB- smiles . -RRB- What 's the freshest of the freshest ? BELINDA . -LRB- smiles . -RRB- Doughnuts just came out . ALI . -LRB- holds up the doughnut . -RRB- Feed me those things , I got ta come back as a wrassler . -LRB- a ring announcer . -RRB- 645 pounds . I 'd still be pretty . but I be fat pretty . BELINDA You do n't remember when you met me once before . long ago . ALI . -LRB- joking . -RRB- I remember something . Wha 's your name ? She slaps his arm . BELINDA You know my name ! You came to my school , right before you win the title . Interviewed you for the school paper . I was eleven . ALI You had a long braid . BELINDA Yeah ! You called me little Indian girl , then . ALI That was you ? BELINDA I loved you then , like all those kids . I never stopped . I still do .

The African - American Albert Speer - regimented seating breaks up . Ali 's wearing a black suit , a white suit and white tie . As he drifts through the crowd , approaching him is Belinda in a white caftan and a white satin turban with gold earrings . It feels like they are an official couple , eugenically chosen mates . ECU : THEIR HANDS join . MACRO CU : SHOULDERS touch . She turns and leans back slightly against him . Their thighs touch .

We walk past the bakery . It 's closed . Ali crosses the grey guttered street and exits into .

enters . CTA bus passes . Eskridge is there , waiting for him . Ali takes a coffee in a paper cup and grabs a Danish . ALI You see the Ellis - Quarry fight ? CHAUNCEY ESKRIDGE Yes . We 'll be in front of the U.S. Court of Appeals next month . We 'll lose . Then we appeal to the Supreme Court . ALI Ellis the champ ? Man . I beatin ' on him since we was sixteen . They give Ellis to Joe Frazier ? Frazier 'll kill him . Then they out of juice . Where 's the gate ? So they got ta let me fight . I fight Ellis in a phone booth . middle of Times Square . you think that draw a crowd ? CHAUNCEY ESKRIDGE Draw a crowd or not draw a crowd , Muhammad , is NOT going to make a difference with your boxing licenses . They do n't want you to fight . -LRB- so much for speculation . -RRB- ACLU 's handling your case against the New York Boxing Commission . They discovered New York 's got actual ex - murderers and ex - rapists currently licensed to fight . But revoked yours ? ALI Tijuana ? CHAUNCEY ESKRIDGE No . State Department refused permission for the one - hour visa . No fight in Tijuana . Look . ALI Ca n't fight here . Ca n't fight outside the country . CHAUNCEY ESKRIDGE I know people in the restaurant business . want to start up a chain . Muhammad Ali 's `` Champ Burger '' . `` Muhammad Malts , '' `` Fist Full of Fries '' . all of that . They start out towards the gas pumps . ALI Why I want to be in the restaurant business ?! CHAUNCEY ESKRIDGE 'Cause you need the money . ALI How much all this gon na cost ? CHAUNCEY ESKRIDGE Too much . They do that to you , too , you know . They seek to destroy every facet of Ali 's life . Ali knows that . As they pass the pumps . Some customers recognize him . CHAUNCEY ESKRIDGE . -LRB- CONT'D. -RRB- Where you goin ' ? ALI . -LRB- to customers . -RRB- Look out ! CUSTOMER Hey , champ ! And Ali pretends to start sparring . The working men laugh . One is brave enough to raise his hands , too . Ali smiles and trades a couple of phantom slaps . It breaks off . He made their day . He shakes each of their hands . His spirit 's raised , he walks off . Chauncey watches this ritual .

hands and skin and faces against white in bed . So close we are intimately inside the moment . ALI Not then . BELINDA First time ? 1961 . Sister Khalilah introduced you at assembly . You said you would be heavyweight champion of the world by the time you were twenty - one ! ALI I always tell the truth . BELINDA I was eleven . I interviewed you for the student paper . You called me `` little Indian girl , '' 'cause I wore my hair real long , in a braid . I told you . `` Man , you scribble ! You ca n't even write ! You ought to go back to school until you do it better . '' Laughing , he starts poking her in the ribs , and she turns onto him . She 's six feet tall , he 's six - three . He grabs her wrist . She wrestles him down on the large bed until there 's a NOISE , and Belinda separates from Ali and approaches a smaller bedroom to replace the bottle their daughter , MARYUM , threw out of her crib . As she exits , MOVE IN on the crib in streetlight and we HEAR Jimi Hendrix 's bottleneck instrumental part of `` All Along the Watchtower . '' It makes us feel the child in the crib is threatened , and that takes us INTO .

in a black leather jacket with a white shirt and skinny tie , speaking to an audience of college students , white and black , some Asian and Latino . JIMI HENDRIX . -LRB- from `` All Along the Watchtower '' . -RRB- `` There must be some kind of way outta here , said the joker to the thief . '' Bingham waits in the wings . Applause . Ali joins Howard and a small group watching a portable TV . TV : `` DAYS OF RAGE '' occurring on Chicago 's North Clark Street . Off - screen we HEAR police sirens . On TV , Weathermen attack lines of Chicago police ! The cops fall back . JIMI HENDRIX . -LRB- CONT'D. -RRB- `` There 's too much confusion , I ca n't get no relief . Business men , they drink my wine , plowmen dig my earth , None of them along the line , know what any of it is worth . ''

trains in grey sweats to Hendrix . He flashes 60 sit - ups hanging off a table . He sweats profusely . He has no trainers . Bingham holds his legs . Ali seems heavier . The gym is grimy , filled with other boxers , a forest of heavy bags . Ali 's one among other guys working out . ALI 'S FACE grimacing through another set , trying to stay in shape , trying to retain skills going dormant . JIMI HENDRIX `` No reason to get excited , the thief , he kindly spoke . There are many here among us , who feel that life is but a joke . '' Then , he 's slow on the heavy bag . Sparring alone in the ring . Everyone ignores him .

REVEAL Ali + Bingham watching the 1968 Olympics . NOW , Tommy Smith and John Carlos bow their heads and raise fists in black power defiance , instead of acknowledging the national anthem . JIMI HENDRIX `` But you and I , we 've been through that , and this is not our fate . So let us not talk falsely now , the hour it 's getting late . '' And the coverage cuts to George Foreman with a small American flag in his hand . Then , it flashes back to Ali in the ring with Sonny Liston at his feet . And Ali coming out of the Illinois Boxing Commission , angry . Dead Black Panthers , Fred Hampton and Matt Clark murdered by police in Chicago . And Malcolm X and Ali together . The meaning of it is clear : MUHAMMAD ALI IS THE WARRIOR SAINT IN THE REVOLT OF THE BLACK ATHLETE IN AMERICA . On Ali watching , as a phone rings . JIMI HENDRIX . -LRB- CONT'D. -RRB- `` All along the watchtower , princes kept the view , while all the women came and went , barefoot servants , too . ''

speaks to Ali on a pay phone on ground level . CHAUNCEY ESKRIDGE . struck out at the appellate level in New Orleans . So we 're heading back to the Supreme Court . INTERCUT WITH :

A fast car drives by , distracting Ali momentarily . Then , Ali focuses 100 % on . ALI Where the money come from , Chauncey ? Herbert tell me I 'm runnin ' on empty . Put aside `` how do that happen '' ? Licenses all revoked . No passport . I ca n't fight here . Ca n't fight abroad . -LRB- beat . -RRB- And what happen if I lose the Supreme Court ? CHAUNCEY ESKRIDGE It 's all over . You go to jail for five years . There 's no response from Ali . Ali hangs up , looks the other way , lost in thought .

hangs up the phone . Looks up . Starts to dial another number . A sound CRACKS OPEN THE NIGHT . Chauncey runs up the stairs to the second - floor balcony to join .

cradling Martin Luther King , Jr. in his arms . People SCREAM . King involuntarily spasms . Under King , dark blood pools like crude oil . Eskridge , ANDREW YOUNG and JULIAN BOND point into the Memphis afternoon .

as if they were pointing at a burning fire , sirens , blue police flashers , an isolated gunshot . And REVEAL Ali on a rooftop , in sweatpants , sweatshirt , SHADOWBOXING while . JIMI HENDRIX `` Outside in the cold distance , a wild cat did growl , two riders were approaching , and the wind began to HOWL ! '' He leaves off to look into the distance . The agility , what he was with Terrell , is n't there . He exhales in time with punches HUH , HUH , HUH . Ali 's struggling to hold onto diminishing sharpness . Police lights . Looting ? He contemplates the fabric of the city ripping itself apart while .

on ABC . REVEAL Ali with Maryum in his arms watches the fight . an activity from which Ali , the resident genius on the planet , is excluded . BINGHAM Ellis does n't belong in there . ALI . -LRB- curt . -RRB- Man give him a shot , he took a shot . BINGHAM I saw Bundini in New York . ALI How 's he ? BINGHAM . bad shape . You better get your belt b - b - back . Belinda brings coffee to Bingham . BELINDA . -LRB- O.S . -RRB- She 's got to be done with that bottle . BINGHAM You call your parents , Ali ? BELINDA No , he did n't . I told them about the one on the way . myself . -LRB- moves to the kitchen . -RRB- BINGHAM You p - p - p - promised you 'd call them . ALI I 'll call 'em , I 'll call 'em . -LRB- re : the baby . -RRB- May - may ! It go in one end and come out the other . BELINDA You wan na try changing her , for the experience ? ALI You so much better at it , mama . Belinda takes Maryum . FRAZIER holds his arms up in victory , a formality of applause from the half - empty Garden . ALI . -LRB- CONT'D. -RRB- -LRB- to Maryum . -RRB- Maaan . Joe Frazier ca n't talk , ca n't up the gate , ca n't fill the arena . They got ta let me fight . BELINDA That happen , you promise me you put some new people around you . Ali crosses to kitchen phone . ALI I need Angelo , Rudy , Ferdie - BINGHAM Ali , she 's talkin ' about `` Brother '' Herbert . Ali stops . Between him and Belinda , this is important : her solidarity is with her husband , not with the NOI . BELINDA Where are they when we need them ? You got Gene Kilroy droppin ' off groceries like charity . Borrowin ' money from my folks . So ? As Ali contemplates what she 's said , we HEAR . HOWARD COSELL . -LRB- V.O . -RRB- What are your feelings about up - and - coming Ken Norton ?

Someone 's talking into Howard 's period headset . HOWARD COSELL . -LRB- interrupting . -RRB- Hold on one second . we have a caller . Go ahead . ALI . -LRB- V.O . -RRB- -LRB- into phone . -RRB- Cosell ? This Muhammad Ali . A still photo of Ali in an iris appears superimposed on monitors . ALI . -LRB- CONT'D. -RRB- Go to Georgia or Alabama or Sweden . Everybody know I 'm the champ . The crown is a lie . I know it 's a lie . Joe Frazier know it 's a lie . It time for everybody to stop lying and tell the truth . HOWARD COSELL Let 's tell it like it is . With your court and boxing problems , Muhammad , can you get a fight promoted ? ALI I ai n't interested in the paycheck , I 'd fight Joe Frazier for free in a phone booth in Times Square , if I was n't broke . I still will . HOWARD COSELL Did you say you were broke ? How can you be broke ? Ali hesitates .

Elijah Muhammad reacts to the interview on television . There 's a formality to Elijah Muhammad , even at his kitchen table . HOWARD COSELL You 've made more money than all previous heavyweight champions combined . What about your management ? Surely they have provided for you . ALI I 'm saying it 's time for everybody to quit lying ! Muhammad Ali is the champ ! I have to , I 'll get the fight on myself . -LRB- beat . -RRB- And if they offer me money , I ai n't gon na turn it down . CROSSCUT : Elijah turns to an aide . ELIJAH MUHAMMAD Get me my son , Herbert , on the telephone !

training . There is NO entourage with him . Ali hits the heavy bag . He doubles up the left jab on the taped - together heavy bag . Sweat stains his sweats .

runs through tall reeds in the abandoned industrial landscape , ending at the lakefront and the cold , open sky and water . He 's breathing hard , struggling against time to hold onto shape and prowess . He seems vulnerable against the open sky and water .

Elijah Muhammad is at the lectern ringed by Fruit of Islam Guards . HERBERT is behind him . ELIJAH MUHAMMAD Mr. Muhammad Ali desires to do that which the Holy Qur ` an teaches him against . I am , therefore , suspending Mr. Ali from the practice of Islam . He may no longer appear in temple , pray or teach , or have any conversation with any Muslim whatsoever . Furthermore . he may no longer use the name of Muhammad Ali . Henceforward , he will revert to his old slave name , Cassius Clay .

sits at the table . A deep vacancy is beginning to be there we 've never seen before . May - may makes a mess . BELINDA Muhammad ? ALI You ca n't call me that no more . BELINDA Hell , I ca n't . I 'm defying them by talking to you . And being with you . MOVE CLOSER and CLOSER into Ali 's eyes . He 's oblivious . Belinda 's pregnant again . She says something to him . Ali ca n't hear . She says it again , louder . Ali does n't look at her . OVER ALI onto the Formica table with Log Cabin syrup and powdered sugar and ceramic salt and pepper shakers SEEN in his ECU , disconnected , depressed , withdrawn .

entering , concerned and urgent . ALI Why n't you call an ambulance or a doctor ? LANDLADY . -LRB- following behind . -RRB- Would n't let me . Said he knew you . and to call you , Mr. Ali . He 's not been out for three days . Ali 's up the stairs , down the corridor and takes the key from the lady and opens the door . It 's a dump . Rotting food , something burned on the stove . On the floor , wrapped in a threadbare bedspread , half in and out of the bathroom , which is foul , is Bundini , sleeping off a drunk . BINGHAM Bundini ! BUNDINI . -LRB- opens his eyes ; half sits . -RRB- Watchu ' doin ' here ? Gim me that short dog ! Ali - his concern crashes . He detests the type Bundini resembles . He throws a half - empty half - pint of Old Taylor against the wall . It splatters . ALI What 's wrong with you , man ?! BUNDINI Nothin ' wrong with me ! Ali goes to the curtains and pulls them back . Bundini , blinded . BUNDINI . -LRB- CONT'D. -RRB- What that ?! BINGHAM A mystery . d - d - d - daylight . BUNDINI . -LRB- shielding his eyes . -RRB- Leave me alone ! ALI I leave you alone . You called me ! BUNDINI That were a week ago . Ali grabs Bundini 's arm and twists it and pushes his sleeve up . Bundini tries to pull his arm away . Ali is way stronger . Track marks up and down Bundini 's arm . Ali slaps Bundini on the side of the head . SMACK ! He slaps him again . SMACK ! ALI What you shame yourself like this for , maaan ?! Why you shame yourself ?! Bundini flails back with his arms . Ali leans in and SMACKS him again . BUNDINI Lem me alone ! -LRB- shouts . -RRB- I 'm flyin ' ! The Sky Chief talk through me . I know the word ! ALI You know `` low . '' You so low , the curb look like up ! BUNDINI . -LRB- demonstrates . -RRB- Yeah ? The king got ta go home to his throne ! From the root to the fruit ! ALI Those rhymes is old . Forget 'em . BUNDINI . -LRB- demonstrates more . -RRB- God do n't care about you ! Do n't care about me ! In all of everything , we mean nothin ' . He do n't know us . We be . And that 's the onliest thing he did . And that 's good 'cause that 's why we free . But free ai n't easy . Free is real . And realness is a motherfucker . -LRB- low ; almost spooky . -RRB- It eats raw meat . -LRB- beat . -RRB- It walk in its own shoes . -LRB- beat . -RRB- It does not waver . -LRB- pause . -RRB- Yeah . There 's a pause in the room . Bundini crashes . He starts crying , unabashedly . BUNDINI . -LRB- CONT'D. -RRB- I sold your belt for five hundred dollars to a barber on Lenox Avenue . That 's how low I did you . I 'm filled with weakness and got a crazy mind . That belt say you the Heavyweight Champion of the World . Five hundred dollars and I put it into my arm . That 's what I called to tell you . Ali leans back against the wall . the last vestige , gone . BUNDINI . -LRB- CONT'D. -RRB- . heard ` bout the Nation , all that court stuff . ALI . -LRB- absent . -RRB- Yeah . BUNDINI Forgive me , Muhammad . Take me back . ALI No . There 's no `` back '' to take you to . Ali gets up - Bundini has been taken from him , too - and leaves .

and beyond the side of Ali 's face , elevated through the slums and decrepit tenements of the south side of Chicago . the mean alleys and decaying back porches . Men gathered around 50 - gallon steel drums , burning wood for warmth . Everything is corrupted or has left him . FRONTAL : ALI staring into nowhere . REVERSE : PAST ALI The city recedes . Vectors , in perspective , carry structures , buildings away . The sky is grey , going to blue . The city flees and SUDDENLY disappears as we race into the dark tunnel of subway . Ali 's lost in the depths of attempting a calculation . He ca n't do that for which he has a genius beyond other men . ALI . -LRB- to himself . -RRB- . you ca n't do what you do best in the world . And how you feed your family ? From prison ? Who take care of your kids ? And is Allah , is God with me ? And he 's been exiled from the belief system that explained the universe to him . SUDDENLY LIGHTS slash across his face in the white - tile North Avenue station . BEYOND , ghostlike working men and two heavyset women enter . Ali turns aside to prevent being recognized . It 's the first time he 's ever avoided the public . The train lurches forward . OVER ALI : WHITE LIGHT screams away from us . Red reflects off the rails past Ali 's face as we descend deeper into the tunnels .

steps out of the truck . There is a small crowd of people who turn as ALI pulls up in a convertible . He 's solemn for a moment . Then he 's out of the car . ALI . -LRB- O.S . -RRB- A thousand dollars to the man who brings me Howard Cosell 's toupee ! Dead or alive ! Reveal Ali next to his car . HOWARD COSELL . -LRB- loud . -RRB- Do n't bother me . I 'm a world - famous broadcaster and you 're an ex - champion with diminished skills . I ca n't be seen you , it would be calamitous to my reputation .

alone in the convertible parked in a distant corner of the lot . ALI Put me on , Howard . HOWARD COSELL Muhammad , I 'd do anything for you . But I got bosses who only give a damn about Nielsen ratings . ALI I guarantee . it will be a historical and momentous night !

Ali being interviewed by Howard Cosell in the `` Wide World of Sports '' set . We 've entered mid - scene . ALI . what Heavyweight Champion of the World ? I 'm not the champ . I am retired , finished , out of the game . And I ai n't gon na let myself grieve and suffer none . But I know I will not fight again . HOWARD COSELL I thought you were resolute in your resolve to regain your crown . ALI If tomorrow they say : `` We want you to fight Joe Frazier . Madison Square Garden . Millions and millionses of dollars . Here 's your license back . '' I will tell them : `` I am sorry , but I am done . '' HOWARD COSELL What about Frazier ? ALI You 'll have to wonder . what me and Smokin ' Joe would have looked like . HOWARD COSELL You surprise me , Muhammad . ALI Howard , you losing your hearing along with your hair ? Do n't put questions to it ! -LRB- beat . -RRB- I am through fighting . 'Cause I got a bigger and more important match comin ' up . The U.S. government . A heavier contender . HOWARD COSELL Do you think you 're going to jail ? ALI I do n't know , but it 's going to be a shocking and terrible fight . In fact , they might wish they let me stay in boxing . HOWARD COSELL Joe Frazier told me on this show he would knock you out . ALI There you go , agitatin ' . -LRB- beat . -RRB- You ask Smokin ' Joe what he been smokin ' ?! Joe Frazier even dream he can whup me ? He better wake up and apologize . -LRB- pause . -RRB- But , if I WAS to jump in the ring with Joe , here 's what you might see . -LRB- recites . -RRB- Ali comes out to meet Frazier , but Frazier starts to retreat ; If Frazier goes back an inch farther , he 'll wind up in a ringside seat ; Ali swings with a left , Ali swings with a right . Frazier keeps backin ' , but there 's not enough room . It a matter of time before Ali lowers the boom ; Now Ali lands with a right , what a beautiful swing , But the punch lifts Frazier clean out of the ring . Frazier 's still risin ' , but the referee wears a frown , 'Cause he ca n't start countin ' 'til Frazier come down . And Frazier 's disappeared from view . And the crowd is getting frantic . Then our radar stations pick him up . He 's somewhere over the Atlantic . Who would have thought when they came to this fight , That they would witness the launching of a black satellite ? There 's laughter off - camera in the studio and a wry smile on Cosell 's face . ALI . -LRB- CONT'D. -RRB- But do n't wait for they fight . 'Cause it ai n't never gon na happen . You only can wonder and imagine . The phones in the master control booth and ringing off the hook . the public 's reaction to Ali 's Bre ' r Rabbit routine . Ali used his ability to command presence in media to promote the only fight the public wants to see .

Ali 's dad sits on a crate , painting the door of a delivery truck . He looks up . Ali is there . Emotion wells up in both men . The younger `` rebelistic '' son , seeing his father , who is so like him . The older hep - cat who got cheated by life of his potential and promise . In this case , his boy , his boy 's name , pride and reflected glory . CASSIUS CLAY , SR. . I do n't drink no more . -LRB- squints at him . -RRB- You wan na fight ? ALI I do n't wan na fight no more . Not with you . As they embrace , Odessa comes out , watches them .

Ali stands on the street corner , shades , incognito . A gold Cadillac pulls up : JOE FRAZIER . He is wearing a lemon yellow cowboy outfit , Stetson hat , striped pants . Ali looks at him in disbelief . ALI Who dress you , Joe ? You look like Dale Evans . FRAZIER Shut up . Get in . Ali gets in , Frazier takes off . He sits sideways on the seat , steers with one finger , flicks on the radio : Isaac Hayes . FRAZIER . -LRB- CONT'D. -RRB- What the hell you in Philly for ? Philly my town . ALI To be closer to you , honey . FRAZIER Fuck you . ALI There be two undefeated heavyweight champions ! And they ai n't fighting ! FRAZIER I wan na fight you ! Said it a hundred times . The Man wo n't let you fight no more . What you complainin ' to me for ? ALI 'Cause you got ta get behind this and we got ta do this . Frazier screeches to a stop in the middle of Columbia Avenue . FRAZIER We . `` got ta '' do nothin ' ! ALI You wan na get this on , Joe ? You and me ? Or not ?! FRAZIER What about your license ? ALI I can fight in Atlanta . FRAZIER How 's that ? What about the Boxing Commission ? ALI Georgia ai n't got no state boxing commission . And Atlanta got a black city council ; a liberal Jewish mayor , Sam something . It all set . I do a prelim in Atlanta with Jerry Quarry . But we got to get the steamroller movin ' now . FRAZIER What I got to do ? ALI You announce that if I beat Quarry you give me the title shot . -LRB- puts it to him . -RRB- So what you say . maaan ? Frazier stops in front of his renovated duplex in the North Philadelphia ghetto . FRAZIER My daddy was a sharecropper . I worked in a slaughterhouse . right on that corner . I came up from nothing . -LRB- raises fist . -RRB- What I got , I got with this . And I already got the title . So I got nothing to win and everything to lose . ALI But you know you ai n't the champ yet . FRAZIER . -LRB- looks at him . -RRB- Yeah . `` yet . '' -LRB- beat . -RRB- All right . You beat Quarry , I 'll get inna ring and fuck you up . They drive off . After a moment , Frazier looks sideways at him . FRAZIER . -LRB- CONT'D. -RRB- -LRB- quieter . -RRB- You need any money or anything to tide you by ? ALI . -LRB- turns away . -RRB- I 'm fine . Thanks . And Ali rests a hand on Frazier 's shoulder , and they drive off like that .

sparring . Ali 's sweating more than we have seen him sweat before . It 's pouring off him . It stains wet his grey sweatsuit . INTO HIS EYES , through the headgear . WIDER Bingham takes pictures . Sarria , Rudy and the media in force are there for the start of Ali 's comeback . FROM BEHIND ALI 'S HEAD GEAR Ali spots . a figure step through the door . It 's Bundini . Ali , seeing everything all the time , reacts not at all , turns his back . Bundini is thin , drawn , stooped , but clear - eyed . Everyone turns . It takes tremendous courage for Bundini to walk to the ring , expecting another rejection . ANGELO DUNDEE TIME ! Ali goes to Angelo in his corner . ANGELO DUNDEE . -LRB- CONT'D. -RRB- Weight 's comin ' down . 222 . Ali first acknowledges Bundini . Ali moves down the rope , scowls down at him . ALI What you want ? BUNDINI Take me back , boss . ALI You want me to take you back ? BUNDINI I 'm clean . -LRB- beat . -RRB- And you a resurrection . This is God 's act . Anybody love poor people and little people and fucked - up people got ta be a prophet . And the prophet is going home . You the sun . Let me live in the light . -LRB- pause . -RRB- Take me with , boss . -LRB- beat . -RRB- . I 'll do anything . Ali considers this man : all jive and bullshit and also his shaman and resident poet . ALI . -LRB- quietly . -RRB- You ca n't hit what you ca n't see . Bundini slowly comes alive , then : BUNDINI . -LRB- quietly . -RRB- Float like a butterfly , sting like a bee . They look at each other . ALI/BUNDINI . -LRB- quietly . -RRB- Rumble , young man , rumble !

We 've entered mid - fight in the second round . We 're VERY CLOSE . Quarry has Ali against the ropes . Ali pushes him off . Quarry comes in again . Ali dances , feints and catches Quarry over his right eye with a jab thrown while going backwards ! QUARRY shakes it off . Reorganizes . Throws two jabs , a right to the body and tries to follow it up with a left hook . Ali ties him up . The ref separates them . Quarry comes in again . Ali throws a left cross over Quarry 's right , which Ali leaned away from , and adds two rapid , glancing jabs to the same spot . And Ali OPENS A CUT . The BELL sounds , ending Round Two . CROWD goes nuts , that part that 's pro - Ali : Atlanta 's black elite and scattered whites . And the thunderous noise becomes one sound , one momentum , cheering their warrior saint , their defiant champion 's return . And their ROAR becomes THUNDER . a momentum unto its own , driving . ALI 'S CORNER : ALI ca n't wait for the bell to ring . He sucks in a huge breath through his nose and blows it out . Angelo applies Vaseline . BUNDINI You the man ! You Superman ! Ai n't no kryptonite in this ring tonight ! The BELL sounds Round Three .

Past him , hearing him , we ARE him . We think what he thinks ; see what he sees . Quarry 's corner worked on the cut . Ali feints a left and throws a left cross over Quarry 's attempt to block it . Quarry comes in again . Ali 's next three ripping left jabs almost like karate shots . all with a sharp snap at the point of impact . QUARRY 'S EYEBROW streams blood . Interposing himself between their arms . REFEREE stops the fight . Irish Jerry Quarry damned by skin that cuts and bleeds . CROWD goes nuts ! Their champion has returned . ALI throws his arms in the air . QUARRY 'S arguing not to have the fight stopped . Now he appeals to Ali ! CLOSE : ALI + QUARRY Ali knows Quarry 's anguish . They embrace . Ali says things to him . And for that moment they are an island . Ali and Quarry , their arms interlocked , are their own tribe . Two pugilists , no longer adversarial , a class unto themselves . Then . ALI 'S picked up by Angelo . Bundini 's run into the ring . Ali 's arrived . He is coming back .

seated , being examined by Pacheco , his hands still taped . The dressing room 's crowded . Belinda enters , embraces her husband . Then Ali hears a familiar voice . He sees Herbert Muhammad , along with the expressionless Joseph 13X and another NOI Man , have entered . BELINDA . -LRB- low . -RRB- . you do n't need their management . Ali squeezes her hand . and Herbert quietly comes over . He 's nervous . HERBERT As - Saalam Alaikum . Brother Muhammad . ALI All praise to Allah . -LRB- a beat , and softly . -RRB- . Alaikum Salaam . And people , feeling the awkwardness , give them room . moving out of earshot . HERBERT . -LRB- beaming . -RRB- The Messenger has lifted the suspension , Muhammad . Congratulations . ALI You saying I can be a Muslim again , Herbert ? HERBERT Yes . ALI . -LRB- cold . -RRB- I never stopped . Like I never stopped being champ . HERBERT I begged my father to reinstate you . ALI When ? After I promoted Quarry fight ? After I won it ? HERBERT We can get you Frazier . ALI I already got Frazier . HERBERT We can get you five million dollars for Frazier . ALI Are we talking management , talking money or talking religion ? HERBERT When you . ALI . -LRB- interrupts . -RRB- When I got leery and talked up how come I 'm broke , then came the suspension . Now , you explain that to me , my brother ? HERBERT It 's my father . ALI . -LRB- puts a hand on his shoulder . -RRB- I love the Nation , Herbert . I love Elijah Muhammad . But it do n't own me . Herbert 's convinced he 's getting told `` no . '' ALI . -LRB- CONT'D. -RRB- Now , you go on out . And you make the Frazier deal . The reversal surprises Herbert ; angers Belinda . HERBERT My brother ! Ali stops him , keeps him distant . ALI Yeah . Herbert and Joseph 13X leave . BINGHAM You b - b - becoming a Christian ? Forgive and forget ? Belinda stares at him , containing her fury . Ali confronts her look , frankly , then turns to get dressed .

and Belinda , with new twin babies ; Maryum ; Dundee ; Pacheco ; Cassius , Sr. ; Sarria ; and Ali 's entourage . They 're all around long tables , eating dinner . A large sign over the kitchen counter with `` Lana Shabazz ' Ten Commandments '' . like : # 7 `` Anyone bringing guestes in for dinner without prior notice will be awarded thwacks on skull with sharpe object . '' # 8 `` Please waite , Rome was n't burnt in a day ; it takes a while to burne the roaste . '' Lana Shabazz answers a phone and brings it to Ali . Ali 's got one of the twins , feeding her a bottle and drinking from it , too .

takes in the news , thanks Howard and hangs up . It is a shining moment after living under the threat of imprisonment for three - and - a - half years . ALI I 'm free . ANGELO DUNDEE What are you talking about ? ALI Supreme Court set me free . BUNDINI That 's 'cause they know the king is gon na go home to his throne . And they know everybody 's with you , now . And they wan na be on the RIGHT side !

A sea of glitter : the Black royalty of America in their ' 70 's robes . Movie stars 20 rows back . Burt Lancaster is Cosell 's color man . Frank Sinatra is working as a still photographer . In the press section are Plimpton types , Schulberg/Mailer types , Lipsyte , Cosell . MICROPHONE descends from the overhead lighting grid . The announcer 's hand takes it . ANNOUNCER Ladies and gentlemen , fifteen rounds of boxing for the heavyweight championship of the world . ALI looking out the hood of his robe , dancing , shaking it out , loosening up . ANNOUNCER . -LRB- CONT'D. -RRB- . the contender and former heavyweight champion of the world , seeking to regain his title , from Louisville , Kentucky , Muhammad Ali ! Catcalls and boos . The other half is a comeback sound . It is a nation divided : pro - war right - wingers , Nixon supporters are for Frazier ; the anti - war movement , celebrities , New York liberal establishment , blacks , Puerto Ricans and hippies are for Ali . ANNOUNCER And in the opposite corner , the current heavyweight champion of the world , Smokin ' Joe Frazier ! The contentious roar diminishes only slightly for the announcer . ALI 'S EYES deep in his focused concentration . His attention so arrow like it reminds us of the younger man in the Liston fight . pure purpose . THE RING . only SILENCE as the referee 's instructions are given in SLO - MOTION . Ali bounces on the canvas . We HEAR his feet shift , turn , dance . and his breathing , expectant . Here comes the return of what was unfairly taken : his heavyweight championship . DISSOLVE TO : MID - FIGHT - ALI looks swollen , out of breath . Something 's wrong ! Two solid Ali jabs and a right hook connect . But they slow down Frazier not at all . Joe Frazier , short and compact , like a pit bull , bobs and weaves his way inside Ali 's longer reach . ALI 'S CORNER - DUNDEE + BUNDINI shouting instructions . None get through . Ali looks slow . Older .

Frazier , off his bobbing and weaving , launches his devastating left hook to Ali 's head . Frazier is making the most of what he is : smaller . Ali clinches . VERY LOW : FRAZIER + ALI The referee separates them . Both men throw and miss . Ali on the right , Frazier on the left . Ali throws a hard left that catches Frazier but does n't stop him . Now Frazier connects with a wild left hook into Ali 's cheekbone . THE UNTHINKABLE HAPPENS . OVERHEAD : ALI is knocked down onto his knee . Ruled a slip , he stands immediately and continues . Ali , backed against the rope again , blocks shots , pushes Frazier into the middle of the ring . ALI SWINGS FRAZIER around . But Frazier cranks his left . ALI SEES IT COMING . ALI . -LRB- to himself . -RRB- Hook 's comin ' . Lean back , man ! Move back ! WORK LEGS ! But Ali 's legs DO N'T work fast enough . Frazier 's hook CRASHES into Ali 's face . Ali goes rubbery as he backs to the rope . Ali comes out and backs to the rope on the other side , with cartoon rubbery legs . But the mimicry is camouflage . He really is wobbling . The crowd is going wild . We HEAR everything , now . FRAZIER is wary . He does n't trust Ali . He walks across the ring , allowing Ali to recuperate . THE BELL . Ali walks to his corner , drained . HOWARD COSELL . -LRB- V.O . -RRB- Ali was out ! He was out on his feet . Joe almost had him . Frazier must have thought Ali was playing possum . 'Cause Ali 's a clown . Others have come in on Ali when he 's playing possum and gotten knocked out . Ali saved himself with GUILE . They clinch . They separate . They both . as if mirror images of each other . crouch , looking for shots . Ali 's right is down . Frazier 's right is down . As they both rise up out of the crouch , Frazier 's out of the box first . Ali 's right is coming around . Frazier 's left hook slams Ali across the jaw . Ali goes down . Half the crowd ROARS for Frazier . Ali gets right up and stands in the corner and takes the mandatory eight - count . The right side of his face is swollen like a balloon . They resume . OVERHEAD : ANOTHER CLINCH Ali takes another right , but the ropes hold him up . Another left catches Ali . Frazier 's face is a grotesque , swollen mask . He does n't care . ALI is exhausted . Labored breathing . The crowd cheering Frazier . THEN THE BELL . Ali drops his arms . He knows he lost . Frazier raises his arms . He knows he won . Half the crowd cheers .

Not only have we seen Ali lose for the first time , not only do we see him bruised , but when a fighter 's beaten , everybody who believes in him is beaten . Angelo 's cutting the tape off his hands . Bundini places an ice pack on the back of his neck . HANGERS - ON They stole it from you ! -LRB- etc . -RRB- Bundini 's wise enough to say nothing . ALI Shut up ! I lost . -LRB- louder . -RRB- Get outta here . Rudy heard . RUDY Go on ! Everybody out ! As they leave , the door reveals packed media outside . Door closes . Now it 's only the inner circle . ANGELO DUNDEE . -LRB- to Pacheco . -RRB- Ferdie , take a look at this . -LRB- to Ali . -RRB- It was still a hell of a fight . ALI Where 's Belinda ? PACHECO She fainted . They took her to the aid station . She 's okay . Pacheco looks at Ali 's hand . It shakes . Pacheco looks at Ali 's eyes and has him follow his finger . ALI My hands was in sand , Angie . My feet in water . ANGELO DUNDEE Maybe we shoulda had more time between Blin and this , you know . to get back into . ALI Woulda , shoulda , coulda . -LRB- pause . -RRB- After three - and - a - half years , this . from how far back . comeback is . Ali throws a water bottle . It shatters and splays wet down the wall . There is mature , deep - seated , dead - serious molten anger . Everybody in the room feels it .

With Bundini , Bingham , Rudy and Sarria as a wedge , Ali drives through reporters on the way to Belinda . Press mob Ali . PRESS Were you robbed ? ALI I lost . You lose , you do n't shoot yourself . The world goes on . ANOTHER REPORTER Joe said he did n't think you wanted to fight him again . ALI . -LRB- stops . -RRB- Oh , how wrong he is .

sees Ali . the beating . She begins crying . BELINDA My God . They killed you ! Ali moves to her , followed by Bingham and Pacheco . A doctor 's approaching with a sedative in a syringe . PACHECO Get away from her . What is that ? Ali leans over , speaks softly . ALI I ai n't dead , baby ! C'mon . Embracing her , his eyes connect with Dundee . Ali 's Supreme Court victory is meaningless . It 's drowned by the loss of what the political persecution took from him : his prime , his season that would have been his most brilliant .

BLUR in SLO - MO. . Focus is beyond , to the crowd . OVER ALI : OUT - OF - FOCUS KEN NORTON 'S RIGHT FIST starts an arc . or jams towards us . RIDING NORTON 'S FIST - SLO - MO towards Ali . We PASS crowd , the lighting grid above and SLAM into the side of Ali 's jaw , and on the moment of impact . ECU : X - RAY IMAGE - SLO - MO of Ali 's jaw breaking , shearing , leaving an eighth - inch gap in the bone of the lower mandible . and becomes . CMS : ALI taking the shot , covering and assaulting , covering with his left , which he turns into a jab , aggressively going after Norton . IMAGE TURNS TO WHITE AS .

fills the frame . Go behind it as they shield Ali spitting blood into a bucket . ALI I can move my jaw with my tongue . He got me . Pacheco looks into his mouth . PACHECO . -LRB- concerned . -RRB- It 's broke . I think . I think your jaw 's broke . Meanwhile , Ali spots . REFEREE curious about the activity in Ali 's corner , starts over . PACHECO nods to Dundee . Dundee starts to reach . Ali snatches Angelo 's hand holding the towel . Angelo 's about to end the fight . ALI Ai n't stoppin ' nothin ' ! -LRB- glares at them . -RRB- Nothin ' stoppin ' ! A BELL sounds and Ali goes out to fight in an OVERHEAD SHOT . BURN OUT TO WHITE :

leave the ring and another defeat , as they move up the aisle towards the locker room .

watching television . The place is a huge mansion on Chicago 's South Side . HERBERT Now that Smokin ' Joe 's run out of tomato cans to beat up , I finally got Yank to commit to a rematch with you in about six months . Frazier said he 'd be happy with three mil . -LRB- beat . -RRB- WIDEN TO INCLUDE THE LIVING ROOM WITH BINGHAM , ALI 'S TWINS - RASHEEDA AND JAMILLAH - MUHAMMAD , JR. . AND MARYUM HERBERT . -LRB- CONT'D. -RRB- I 'll fly to Jamaica and get Yank to sign right after Joe beats this big stiff . -LRB- to TV . -RRB- OVER ALI : CONSOLE TV They watch the Frazier - Foreman fight from Jamaica amid the wonderful chaos generated by kids and their toys , who crawl all over Ali as if he were furniture . Frazier and Foreman are in the center of the ring . We SEE Don King in Frazier 's corner . ALI . -LRB- through still - wired - together jaw . -RRB- Foreman call me one time after he won the Olympics . Meanwhile , Frazier bobs and weaves , ducks and moves like he did with Ali . Joe throws a left hook , leaning forward with it . Before it lands , Foreman unleashes a hard right that jolts Frazier SIDEWAYS . Frazier throws another hook that misses . Foreman hits him with a combination of right and three lefts . two hooks and an uppercut that LIFTS FRAZIER OFF THE GROUND . Ali leans in to SEE . HOWARD COSELL . -LRB- shouting . -RRB- DOWN GOES FRAZIER ! DOWN GOES FRAZIER ! ON TV : THE RING Frazier stands . The referee does the mandatory eight - count . Foreman bangs Frazier into the corner and blasts him again . Frazier tries to muscle out of the corner . Foreman lifts and throws him back into the corner . Foreman 's power is unreal . Frazier is the man who beat Ali . Now , Frazier feints and slides sideways , and Foreman hits him in the back of the head . Frazier goes down again . It is savage . Here is a new world champion : George Foreman . BINGHAM . -LRB- wry . -RRB- B - b - be easy gettin ' a Frazier fight now . He ai n't the champ of anything except getting knocked down .

grabbing . Holding . Ali 's got Joe 's powerful left tied up this time . A clinch . Separating . A punch . A hook . Clinching . They separate . Ali , having Joe at the right range , hits him . Joe moves in . Ali DRAGS him closer and ties him up . They dance . THEIR BODIES Ali does a little shuffle , circles to keep Joe at hitting distance , lands a combination . Joe closes , but Ali wo n't let him in and ties up Joe . We hear a BELL and that 's the end of the fight . Not a bang ; a whimper . REFEREE holds up Ali 's hand and mouths silently words we can not hear . And as we MOVE CLOSER INTO ALI 'S EYES , we see no exaltation . This is a victory , but a hollow one . It 's a decision eked out .

The inner circle : Ali , Pacheco , Dundee , Bundini , Bingham . ALI So . ANGELO DUNDEE So we only eked this one out . And George Foreman makes Frazier look like a sissy . PACHECO You see their fight ? HOWARD BINGHAM You mean the Joe Frazier falling - down lesson ? PACHECO And Foreman is 24 . You are 32 years old . I do n't want to see your head get turned into someone 's bull 's - eye . ANGELO DUNDEE . but , you go ? We 're the corner , same as always . But it ai n't gon na be easy . ALI . -LRB- to Angelo . -RRB- You think I still got the tools ? ANGELO DUNDEE You got the tools , Daddy . But they different . ALI . -LRB- thinks ; decides : go . -RRB- Well , you better sharpen 'em up . 'Cause we goin ' to Africa . BUNDINI The motherland . From the root to the fruit . We gon na rumble . in the jungle . ALI It 's time to be heavyweight champion of the world again . BUNDINI Yeah , man !

Ali and Don King hold court with the press . Also there is George Foreman and his trainer , Dick Sadler , and his manager , Nilon . DON KING . -LRB- CONT'D. -RRB- A historical happening . This event will show that the black man has arrived on the world stage . Muhammad Ali and George Foreman in Kinshasa , Zaire . where 's Zaire ? REPORTERS Don . Zaire ? Why not Antarctica ? What 's wrong with New York City ? DON KING Because you miss the significance . I dream , as Martin Luther King once dreamt , that a man could be judged by the content of his mind . This is about black men helping black men , overcoming four hundred years of racial depression to the dawn of a new day of liberation . financial and otherwise . King getting really evangelistic . DON KING . -LRB- CONT'D. -RRB- It will raise up the spirit of our inner cities . It will rise up and fill with hope the souls , the unrequited needs of the black proletariat , that is , the discouraged , dispirited , denigrated , denizens of the demimonde , that is called . the ghetto . Ali 's looking at him in amazement . ALI Man , you crazy . Don King laughs . As the press digs King . MOVE ONTO Foreman , and here 's what 's wrong with all of this . we SEE that Foreman , eight years younger , two inches taller , almost as fast and seemingly twice as strong , is not beatable by Muhammad Ali . Foreman just does n't hurt you , Foreman can kill you . How is Ali not going to get killed by this man with death in his eyes and indifference on his face ? Meanwhile . DON KING Ten million dollars . With one stroke of the pen , you split the world 's biggest emolumation of the history of sports ! Ali signs a contract ; then Foreman . Flashbulbs . DON KING . -LRB- CONT'D. -RRB- The `` Rumble in the Jungle '' ! Don King bursts out laughing .

PUSH THROUGH people and SEE an Air Zaire DC - 10 pulling in . A ramp is wheeled up . The plane stops taxiing . Zairian officials in safari suits , paratroopers with white helmets , LT. NSAKALA and hundreds of African , European and American media with cameras and lights approach . The hatch opens . A ROAR emerges from the right and left . We do n't see the source .

Belinda 's behind him . Bingham 's there , Bundini , Angelo Dundee , Sarria . As they crowd to the door , we 're shooting OVER ALI starting down the ramp . He looks up . We do n't see what he sees . We see only the crowd of people at the foot of the ramp , including Don King in a dashiki and the crowd on the tarmac . FRONTAL : ALI looking ABOVE the receiving party . The ROAR again . He looks side to side , almost distracted from King and the officials . He waves . Distant CROWD ROAR increases . They 're chanting something . We do n't understand the words . It contains his name . Now . PAST ALI : REVEAL A THOUSAND PEOPLE are beyond the receiving party . They 're on the roof of the airport . They 're sitting on balconies and fences . They 're waving their arms . They 're on every possible horizontal surface that can support weight . They 're shouting in unison , a syncopated ROAR . his name and something else . Ali moves through the receiving party , as if in a trance , to get through the airport to the other side . Security tries to keep up .

emerges and reacts . He 's electrified . Dundee , Bingham , and a few cops are with him . Everybody else got left behind . REVEAL 10,000 people are OUTSIDE the airport , cheering his arrival . Their cheer is thunder . ALI . -LRB- to Zairian Official ; shouts . -RRB- What are they saying , man ?! Why they saying that ? ZAIRIAN OFFICIAL # 1 They say , `` Ali , boma ye . Ali , boma ye . '' ALI What 's that mean ?! I do n't understand ! ZAIRIAN OFFICIAL # 1 It mean ! ALI . -LRB- ca n't hear . -RRB- What ?! ZAIRIAN OFFICIAL # 1 . -LRB- has to shout . -RRB- It mean . `` Ali , kill him ! Ali , kill him ! '' Ali moves forward . The Zairian Official and four cops fade back , nervous about being in so large a crowd . The crowd 's a tidal wave , carrying Ali forward , supporting , never mobbing him . MUHAMMAD ALI is overcome . This is all for him . He is their hero . He defied the world 's powerful . They tried and could not destroy him . His defiance made him their champion . And now he has come to contest his rightful title against the numb instrument of the all - powerful . He raises his arm , too , and shouts . ALI Ali , boma ye ! Ten thousand voices carry it on the wind and take away Ali 's breath . ALI . -LRB- CONT'D. -RRB- Ali , boma ye ! DON KING , ZAIRIAN OFFICIALS # 1 + # 2 in the rear realize , as do we , this is NOT MERELY A BOXING MATCH . CUT TO : INT . AIR ZAIRE DC - 10 - NIGHT A towering man in denims with sequins blocks our view of the door as he walks out onto the ramp . Only now do we see BEYOND HIM a small welcoming party . Native African dancers , a big banner that proclaims , `` Welcome , George Foreman , '' the Zairian paratroopers , media and a few dozen of the curious . FRONTAL : GEORGE FOREMAN looks like `` Superfly '' on steroids . His entourage follows him down the ramp . DICK SADLER , tough and smart , is the Louis Armstrong of trainers . ARCHIE MOORE , crafty and wise , wears a blue shirt and blue pea - cap . If George Foreman wonders at the paucity of his reception , he does n't let on .

sits in EXTREME CLOSE - UP drinking coffee . lost in thought . He 's somewhere else , puzzled , alone in his thoughts . He wears grey sweatpants , a thin - rubber long - sleeved T - shirt under his grey sweatshirt . He 's oblivious to the Euro - modern furnishings . Then it 's time , and he leaves .

enters from his bungalow . We SEE we 're in a compound . They are white and severely truncated houses linked by sidewalks and too many large street lamps . As Ali starts to jog through this imitation of suburbia with the scale all wrong . It 's like a Gulag in reverse for the rich and powerful to be within while keeping the rest of the country out . As Ali passes , REVEAL we are at the bank of the Congo River . As Ali starts his predawn run , across the river the first band of magenta tints the horizon and reflects molten on the water . TRACKING SHOT : ALI + DUNDEE , SARRIA IN A PICKUP TRUCK - RED DAWN plus two trainers and the ever - present Zairian POLICEMAN , Lt. Nsakala . The early paints the red - earth ochre . ALI . -LRB- to himself . -RRB- Fast . Six left jabs flash from his chest and shoulder , followed by a right hook and left and right uppercuts . ALI . -LRB- CONT'D. -RRB- -LRB- to himself . -RRB- Back up , maaan . -LRB- weaves suddenly ; another voice . -RRB- . you fast ! Ali slides to the right and throws a left jab and hooks off the jab .

Ali ENTERS , running . The road is lined with Mobutu 's green billboards in French and English , proclaiming Zaire wonderful . A few kids emerge from behind the signs , coming out from between . and they trail Ali . KIDS Ali , boma ye ! ALI . -LRB- repeating . -RRB- Ali , boma ye George Foreman ! And he throws a couple at an imaginary George Foreman . There are 15 to 16 kids , now . ALI . -LRB- CONT'D. -RRB- You out , sucker ! Curious , Ali runs behind the green signs from where the kids came . ALI 'S still jogging . Behind the signs , he becomes a magnetic attraction . People are surprised to see Ali . He 's making their day . Euphoric kids parallel him , run with him , follow him . the concrete - and - cinder - block walls to the dusty , bare ground are chromatic . Primary colors . Ethnographically interesting . ALI SEES interiors . Broken walls . No roof . No plumbing . People come from a ditch with a shower curtain for privacy , surprised to see Ali . Faces indifferent to squalor . This is the ethnographically `` interesting '' surface of what , in fact , is civic disintegration starting to occur . It is the human concomitant to 13 years of Mobutu kleptocracy . ALI looks at the backs of the signs . He and we realize the signs ' purpose : to hide the makeshift plastic walls and rooms made from cardboard containers and oil drums from the foreigners traveling the road to Kinshasa . One TEENAGER WITH A WITHERED ARM and a big smile runs up . TEENAGER . -LRB- broken English . -RRB- You beat them , Ali ! ALI Foreman ? I kill him ! He mimes knocking out Foreman . Something powerful is affecting Ali . We do n't know what it is . Ali slows down . throws two lightning jabs and a hook . Ali reaches to the kid 's head and pulls a coin . He flips it to another kid and walks on . A SECOND TEENAGER comes out and wants Ali to look at something around the back . He takes Ali 's hand . and holds it . Ali complies . The entourage follows . AROUND CORNER : KIDS ' PAINTING ON WALL It 's an imitation fight poster . Childlike caricatures in Basquiat - like brush strokes . Foreman 's got crosses for eyes . He 's out ! Ali is victorious ! His fist is raised . His cartoon face shouts his victory . the people 's champion . There 's more . There 's knocked - out white policemen , knocked - out black soldiers , knocked - out landlords , knocked - out South Africa , knocked - out planes and tanks , knocked - out tse - tse flies . everything ! So much , it means `` ALL '' . all expectation . This childish painting powerfully affects Ali . The kids look at him . It 's still . Some kids in the back leap up in the air to see over taller heads what Ali 's doing . ALI looks at individual faces . A grinning OLDER MAN with a blue transistor radio . -LRB- we 'll see him later -RRB- . A smiling kid . A girl with no shoes . A teenage kid jumping up and down . all looking at him . Ali makes four pieces of rope appear . He rubs them together . ALI . -LRB- CONT'D. -RRB- Shazaam ! They become one . Everybody goes nuts . As Ali leaves , his eyes go back to the people and the painting .

Concentration has taken him into the athlete 's zone , the state of unified awareness wherein dwells his total self - knowledge . And he knows the transaction : what they give him with their adoration , which he converts to power , is in exchange for what he means to them . And what he means to them is specific : he represents them in defying power and vanquishing what oppresses . He validates the existence of expectation , that struggle is possible . George Foreman , mute and unknowingly , represents disinterested power . Ali does n't `` accept '' his obligation ; he embraces it . It is his purpose , revealed . And he will never waver from it . CUT TO :

waits , sitting on a table edge in a corridor . Noise of a press conference setting . Howard Cosell crosses through , smoking . Bingham enters and gestures . they 're ready . Ali waves off Bingham , stops Cosell . ALI Howard ! How many you ugly sportswriters in there got me over Foreman ? Do n't lie . HOWARD COSELL . -LRB- beat . -RRB- Some of us . Norman , me . are worried . How you gon na dance against George ? He 's sparring with a middleweight , training to cut you off . He gets you against the ropes , he can knock you out with either hand . ALI . -LRB- drops facade . -RRB- What 's the odds ? HOWARD COSELL Two - and - a - half - to - one . Against . We 're worried you 're going to get hurt . No one thinks Ali will win .

We 've jammed into the middle of Ali in a blast of braggadocio . ALI . -LRB- CONT'D. -RRB- George Foreman is a big mummy . I 've officially named him `` The Mummy . '' Laughter . ALI . -LRB- CONT'D. -RRB- George punches are like `` Look out , here come the left . '' Whomp ! -LRB- stiff - armed swing . -RRB- Here come the right ! Whomp ! Like a Mummy . But `` The Mummy '' ca n't hit what it ca n't see . I 'm fast ! Gon na dance . Be all over George . George is gon na feel he surrounded . -LRB- beat . -RRB- And I done somethin' new for this fight ; I done rassled with an alligator . Anticipatory laughter . They 've had twelve years ' experience of Ali 's stand - up and know when a new routine 's starting . ALI . -LRB- CONT'D. -RRB- That 's right ! -LRB- laughter again ; Ali almost loses it . -RRB- I have rassled with an alligator . I done tussled with a whale . I done handcuffed lightning , thrown thunder in jail . That 's bad ! Only last week I murdered a rock . Injured a stone . Hospitalized a brick . I 'm so mean , I make medicine sick . Laughter . HOWARD COSELL Muhammad , I 'm sorry . I have to ask . -LRB- he hesitates ; he 's sorry , but . -RRB- Are you really fast enough , anymore ? To beat George Foreman ? Many people believe you do n't have the same skills , that you are not the same man you used to be ten years ago . There it is . Has doubt , spoken truthfully in the open , closed the mouth of Muhammad Ali ? A beat . Then . ALI Howard . I did n't want to talk about this , especially in front of everybody . But I talked to your wife ! And she told me you 're not the man you used to be . two years ago ! The assembled media crack up . Ali 's eyes are wide in mock amazement . CLOSE : COSELL A bittersweet smile and the eye contact with Ali . Cosell knows .

is slammed by a massive fist . It leaves a dent the size of a deflated basketball . The fist is George Foreman 's . DICK SADLER holds the bag . Foreman throws hooks , one after the other . Each blow rocks Sadler . George is literally punching a hole in the bag . These blows would mash an opponent 's liver , break ribs , destroy kidneys . This man can do more than hurt you . This man can kill you .

Foreman is boxing a middleweight . He is smaller than Foreman and , therefore , faster . And , that 's the point . The partner tries to circle , slide , dance away , and Foreman cuts him off and drives him to the ropes where he tags him . He does n't put a lot behind it . Partner slides . FOREMAN darts left and jars him with three left jabs , keeping him on the rope . Foreman 's training to defeat Ali 's dancing , his `` float + sting '' tactics . CLOSE : GEORGE FOREMAN is young , has unreal power and he can move .

is entering . Lieutenant Nsakala is there , too . They time - share the facility . Foreman 's entourage with conga drummers are exiting . Ali and Foreman are never closer than 10 feet apart . Foreman says nothing . Ali starts banging his hands on Foreman 's conga and shouts over the percussion at Foreman . ALI Salaam Alaikum , brothers ! -LRB- raises one arm . -RRB- The champ is here ! SIDE ANGLE : THE TWO ENTOURAGES pass . Comparatively , Foreman looks bigger . He is more dense of bone . He 's taller . His chest seems deeper and his shoulders wider . AND FOREMAN 'S EXPRESSION is casual , unrattled by Ali 's antics . He is menacing in his indifference . It means he 's ALSO immune to getting psyched out by Ali .

Bundini 's in Ali 's corner . Ali 's sparring partner is Larry Holmes . Ali 's hands are at his side . He dances , bicycles , shuffles , dances , dodges , does n't throw anything , his elbows at his side . Ali is training to DANCE from Foreman . He 's fast , but not seemingly suspended in air as he was 10 long years ago against Liston .

He wo n't . Ali picks up his bag and starts out . BELINDA . -LRB- CONT'D. -RRB- Maryum is sick . Maybe I oughta go back to Chicago and look after her . ALI Sure . BELINDA I 'll be back before the fight . -LRB- sarcastic . -RRB- If that 's all right , my husband . He walks out the door .

to percussion . The number . ALI , Angelo and Bingham in the empty seating , looking at the ring under the canopy . Behind them is the rehearsal . Meanwhile . CUT TO :

arrive , including in the first an Interpreter , Zairian Official # 2 , a Policeman Driver ; and in the second car is Don King , Herbert , VERONICA , and another American Woman -LRB- silent bit -RRB- . They 're in a hurry .

is being taught to dance by two dancers . They fail . In the background , workers are raising gigantic Mobutu portraits . The Pointer Sisters begin . AISLE Don King and entourage approach . DON KING . -LRB- over the drumming . -RRB- Champ ! Champ ! George had an accident . ANGELO DUNDEE . -LRB- suspicious . -RRB- What are you talking about ? Pointer Sisters start `` Yes , We Can Can . '' DON KING Got cut . Right above his right eye . His sparring partner 's elbow . Split it open , so . ANGELO DUNDEE Can he fight ? DON KING Not for six weeks . Ali laughs . DON KING . -LRB- CONT'D. -RRB- This is not a humorous situation , my champion . This postponement could be long , especially if George leaves . ANGELO DUNDEE Are you tryin ' to pull something , Don ? Ali wants his title . And he wants it back in Zaire . George leaves , he ai n't comin ' back . George do n't like it here . Pointer Sisters ' rehearsal cuts . re - organizes . DON KING How right you are , my suspicious and short Italian brother . And my fiduciary responsibility to this first all - black promotion is like a garden in the African sun . It must grow ! It must bloom ! It can not flower in the gloom and shade of postponement to some dome . Like the Astrodome , the Super - dome , any dome outta Zaire , where it be deprived of light and bled of water . 'Cause what gon na bleed . is money . A hemorrhage of cash . -LRB- sees it all . -RRB- . blood on the floor . Double hotel costs . Double travel costs . Airplanes . Food and beverage . ANGELO DUNDEE . -LRB- rhetorical . -RRB- What do you expect us to do , Don ? DON KING . -LRB- moves close to Ali . -RRB- Muhammad . Find a way to get George to stay . Be Moses in reverse : do NOT let my people go ! Stay the fuck right here , in Egypt , if you 'll pardon my Swahili . BINGHAM L - l - l - lingala . DON KING What ? BINGHAM Lingala . They s - s - s - speak Lingala . DON KING Who cares ? Pointer Sisters probably end here . After a beat , percussion starts up . Dancers drift in . ANGELO DUNDEE . -LRB- pissed , dissed big . -RRB- If George goes ? You forfeit five million . You crawl back to Cincinnati . You ai n't promotin ' a charity raffle . We see Herbert watching all of this closely . particularly the challenge to Ali/Dundee . DON KING . -LRB- irrepressible . -RRB- If George goes ? George goes , my champion , I will get you Joe Frazier . Ali - Frazier III . the fight everybody want to see .

Don King laughs , nervously . Ali is daring George to stay . ALI . -LRB- CONT'D. -RRB- That 's right . He did three rounds . Knew he was gon na lose to Muhammad Ali and knocked hisself out . And I predict that whenever the fight is set , he might not show up ! DON KING . -LRB- double entendre . -RRB- You bad ! ALI I 'm a bad man ! DON KING Ai n't no doubt about it . ALI And you tell the same thing to George . Media laugh , Don King goes along , Ali continues . ALI . -LRB- CONT'D. -RRB- -LRB- to King . -RRB- I been watchin ' you ! I heard you . I know he 's your man . I know you got him picked . But the man 's in trouble . The whole world was gon na know . But , now , he ai n't gon na show . That 's why he knocked hisself out when he was training . DON KING . -LRB- laughs to dismiss Ali . -RRB- We will reschedule the fight , and to ensure George is ready , we are thinking of postponing from September 24th to October 30th . REPORTER What about the concert , Don ? DON KING That would go off as planned on September 22nd and 23rd . ALI . -LRB- skeptical . -RRB- Uh - huh . I want all helicopters guarded ! Private boats . Private jets . I want the airport - I 'm serious - I want President Mobutu and all his paratroopers . Mobutu and all his paratroopers . I want all of you `` Zaireans '' to be on guard ! Watch all strange boats tryin ' to slip away ! They might be takin ' him out . ANGELO DUNDEE The bus station . It 's Ali kidding on the square . A serious point delivered not seriously to be taken seriously . ALI Yeah . Watch the bus station . Watch everything ! Elephant caravans . He might sneak out by elephant . BUNDINI thinks of a line and whispers it to Don . Don leans past Dundee to pass it on Ali . ANGELO DUNDEE What you say ? DON KING I ai n't talkin ' to you ! ALI . -LRB- to King . -RRB- Hey ! His eyes flash . He leans forward and puts a finger in Don King 's face . ALI . -LRB- CONT'D. -RRB- Do n't talk to Angelo like that ! Do n't you talk to him like that ever again ! Ali ai n't fucking around . Ali has reasons for working with Don . Belittling Angelo cuts across all that . Danger 's in the air . Dundee puts his hands up . ALI . -LRB- CONT'D. -RRB- You think you 're callin ' these shots , Don ? You 're not . Ali pulls out a comb and starts to comb his hair . ALI . -LRB- CONT'D. -RRB- -LRB- to King . -RRB- They know ! -LRB- segues into a routine . -RRB- All those ladies out there know . Ali being mercurial is unexpected by Don . Laughter from particularly the women as he combs his hair and segues . ALI . -LRB- CONT'D. -RRB- -LRB- mock demagoguery . -RRB- They know I 'm ready ! I see fear in the eyes of his followers ! I see fear ! This is the fight that Muhammad Ali was supposed to be ended . The myth of Muhammad was supposed to fall ! -LRB- hits the table with his fist ; glares at King . -RRB- Supposed to be my destruction ! -LRB- French voices and laughter , understated . -RRB- They miscalculated . They misjudged . They got it . wrong . Ali 's served notice to anyone with ears to hear it : he 's multidimensional , strategic and dangerous as hell . A taste of what 's to come .

Waiters scurry . Ali talks to a blonde reporter from France and settles next to Lloyd Price , without a shirt . Everyone crowds around their table . A ZAIRIAN INTERPRETER and Lieutenant Nsakala are present . Ali disregards their presence because his attention tracks . ALI 'S POV : VERONICA seen over the heads of Zairians . She 's 5 feet 10 inches tall . Without acknowledging she 's the object of Ali 's attention , her radar tells her she 's the object of Ali 's attention . ALI . -LRB- V.O . -RRB- Say , girl ! Veronica turns , sees Ali . Lights up . ALI . -LRB- CONT'D. -RRB- C'mere . I know you ? OVER VERONICA as she makes her way to the table by Ali 's side , where he takes her hand in his . VERONICA I do n't think so . ALI What 's your name ? VERONICA Veronica Porche . ALI Like the sports car . VERONICA . -LRB- laughs . -RRB- Yes . ALI But with a little something extra . -LRB- beat . -RRB- Veronica , I know you now . C'mere , sit down . He steers her into the chair next to him , which is immediately vacated by Lloyd Price . ALI . -LRB- CONT'D. -RRB- You with Don ? VERONICA Don brought me here , but I 'm not `` with '' . anybody . The others are paying them no attention . Bundini stands to talk to Howard Cosell . There 's an ocean of side conversations . Ali 's presentation to Veronica is natural , open admiring . It is not seduction . It 's more seductive than seduction . She feels from Ali nothing predatory or exploitative . only the warm rays of the sun from his open face and appreciating eyes . Still holding her hand . ALI Where you from ? Meanwhile , George Foreman , with Sadler , Moore , Broadus , sees and laughs at Ali and Veronica and onto George Foreman going into hotel . VERONICA L.A. . But my people are from Louisiana . We 're Creole . So I 'm African , French , Spanish , my mother 's grandfather was Jewish . ALI . -LRB- looking at her admiringly . -RRB- Well . they all came together real nice . VERONICA You know . -LRB- hesitating ; low . -RRB- . I 'm glad you said what you did . You made sure this fight stays here . ALI All them writers in there think Foreman gon na . kill me ! -LRB- eyes go wide . -RRB- What you think ? VERONICA Ali , boma ye . Meanwhile , 15 Chinese and some Vietnamese approach and wait patiently . Ali has to force his attention away from Veronica to respond . They all bow . He bows . The Zairian Interpreter translates English to French to another Zairian , who speaks Mandarin . It all gets lost in chaos while Bingham shoots pictures and a Plimpton type explains pedantically to Bundini . PLIMPTON TYPE . she 's an African `` succubus . '' Means witch doctor . BUNDINI Succubus ? Suck my dick . They ai n't room in Africa for more than one witch doctor . And that 's B'dini . The eyes of some of the Asians are very emotional . Ali stands up and bows to them . Chinese bow themselves away . Ruth Pointer arrives . Ali kisses her . She sits , but talks to Bingham . ALI You been to Hong Kong ? Taiwan ? Thailand ? VERONICA No . ALI I ca n't go there . All the ladies out there from Indonesia , Japan , Hawaii , India . -LRB- high - pitched voice , imitating female fans . -RRB- `` Ali - i - i - e - e - e ! Ali - e - e - e ! Oh , Muhammad Al - i - i - i ! '' . -LRB- speaks in faux foreign language , imitating female fans ; to Bingham . -RRB- You seen those people from Thailand ? I was in Bangkok - I could n't walk . -LRB- laughter ; hangs his head . -RRB- I could n't . I just could n't do nothin ' . `` Get me outta this country ! '' . -LRB- laughter . -RRB- The women were so pretty . BINGHAM ' B - b - b - bout Hong Kong , man ?! You know what I heard ? ALI . -LRB- interrupts . -RRB- Ladies in Thailand , their hair comes down to their knees . and they about Veronica 's complexion . and they bad ! But they ai n't nothin ' like the `` sisters . '' -LRB- holds Veronica 's hands , looks deep into her eyes . -RRB- Ai n't NOTHIN ' like the sisters ! Veronica laughs as Ali mocks swooning over her . Another news crew arrives . NEWS CAMERAMAN Champ . ALI . -LRB- to Veronica . -RRB- Let 's go for a ride .

and old people , teenagers in dirty T - shirts with strange hats . Their eyes are wide . REVERSE : ALI shows his bare hands . Now he rubs them together and MAGICALLY pulls from his closed fist a colored scarf . The kids scream . VERONICA squints , trying to figure out how he did it , because . ALI shows the scarf , pushes back his cuffs so that he ca n't hide anything up his sleeves . His wrists are bare . He shows both sides . Now , he takes the scarf and pushes with his right hand and feeds it into the closed fist of his left . He looks up wide - eyed at everybody . Then , he opens his fingers and the scarf is not there ! ALI + VERONICA walk , towering over the kids . One girl holds Ali 's hand . The others maintain a respectful proximity so that they do n't invade the space around Ali . ALI So why you glad we still here ? VERONICA Holdin ' this in Africa make people proud . All over the world . They 're proud of you . Anybody can fight in Vegas . ALI That 's one job . I got two . They pass through cinder - block houses , shipping crates , oil drums for cooking fires , a few car parts . ALI . -LRB- CONT'D. -RRB- -LRB- melodramatic . -RRB- . got ta whup George ! VERONICA Islamic faith help you to that ? ALI Listen , girl , as a Muslim , I am busted out and failed in the eyes of God . I shoulda discovered Islam at 50 ! 'Cause I am weak on women . They take my eyes and my heart follow . causing me to be a lovin ' husband and a terrible husband ! -LRB- looks down at her , intensely . -RRB- . green eyes and cocoa skin ? -LRB- feigns wobbly legs . -RRB- . okay , rest of me , let 's go ! Veronica laughs . She brings his hand up to her mouth and kisses it . Hand in hand , a towering man and a towering woman walk away at their ease against the soft sky with their entourage of teenagers and kids . On the perimeter , a kid does flips and , then , gets distracted .

A syncopated , obscuring , blurred shape of the bag turned into a percussion instrument by Ali 's fast hands trying to get even faster . ALI . -LRB- to himself . -RRB- Faster ! Faster ! DUNDEE . -LRB- shouts . -RRB- TIME ! Ali SLAMS a right hook at the bag . It almost explodes . OPTIONAL : Ali takes body hits , tries sliding off head shots .

feints his left and throws a right . It surprises Holmes . HOLMES You ca n't lead a right hand . Not at him ! ALI Why not ? HOLMES Too long . to get it there . Man , I mean , to think you could hit him with a right lead . it 's insulting . Nobody would lead a right . Ali sees something beyond the ring . And , now , flicks four ripping left jabs into Holmes and slides sideways as Holmes tries to catch Ali with a right . But Ali changes directions , changes back and now comes over Holmes ' right with his own left cross , and a six - or - seven - punch combination . It is Ali dancing and floating . Crowd cheers . `` TIME . '' BUNDINI meanwhile , has thrown his arms around Dick Sadler , Foreman 's manager . -LRB- We realize this is why Ali segued from serious work to snapping his traditional left jab . -RRB- BUNDINI I got him ! Lock him up . SADLER . -LRB- laughs . -RRB- Hey , hold up , chump ! Make this chump turn me loose . Sadler 's there with his wife and another couple . Rudy joins , laughing . Bundini turns loose Sadler . Ali and Sadler like each other . SADLER . -LRB- CONT'D. -RRB- This is my wife , Irene . Sadler affectionately puts an arm around Ali 's neck and reaches up and pretends to hit Ali on top of the head with a fist for Bingham 's camera . Ali bites his lower lip and starts wrestling with Sadler , putting him in a headlock . Sadler 's arm is around Ali 's waist . ALI Hey ! Look ! Look at George Foreman 's trainer , feelin ' me up on purpose ! On the side , to see if I 'm in shape ! More laughter . Sadler 's beret falls off . Rudy puts it back on . IRENE Can I have your autograph ? ALI We 'll , you ai n't gon na find no fat ! Watch out ! SADLER . -LRB- lunges for wife 's note pad . -RRB- Give me that thing ! BINGHAM . -LRB- breaking through . -RRB- Muhammad . Give her an Ali button ! The gang laughs . SADLER No , you ai n't . -LRB- concedes . -RRB- All right , give my wife an Ali button . ALI She 's got ta put it on . SADLER Give my wife one . BINGHAM Bo ` dini , you got Ali buttons ? ALI `` George '' buttons is all I got . In my bedroom ! All over the bed ! Everywhere ! To remind me . of all of ya ' . All of ya ' ! Reminds me of all ya ' ! Throughout the above he 's pretending to jab at Dick , who 's laughing and feinting at him . It 's raucous . Fond relationships transcend the adversarial roles . They are all of the tribe of boxers . Sadler is a particularly bright and talented man . Meanwhile .

accompanied by an American Reporter is nabbed by a French news crew . ORTF INTERVIEWER . -LRB- in French . -RRB- Pardon . Vous êtes de l'ambassade des Etats - Unis ? Vous avez une prédiction ? ORTF INTERVIEWER . -LRB- English translation . -RRB- Excuse me . You are from the U.S. Embassy ? Do you have a prediction ? BRADLEY . -LRB- in French . -RRB- -LRB- caught ; smiles . -RRB- Je suis avec l'Agence américane d'informations . Il ne m ` est pas permis d'exprimer mes préférences entre deux citoyens des Etats - Unis . BRADLEY . -LRB- English translation . -RRB- -LRB- caught ; smiles . -RRB- I 'm with the U.S. Information Agency . I 'm not allowed to take favorites among two United States citizens . He walks away . EDGE OF THE RING : ANGELO DUNDEE sits on the apron of the ring . Ali joins him . ANGELO DUNDEE . -LRB- meaning Sadler . -RRB- He gone ? ALI Yeah .

leaving , steals a glance at Ali and Dundee . It 's adversarial . The camaraderie was not false . Both are true . But being strategic , he is a threat to Ali . George has a first - rate team .

enters with Howard Cosell and Howard Bingham and a two - man news crew . BELINDA Hello , Muhammad . Bingham . Mr. Cosell . HOWARD COSELL . -LRB- tight . -RRB- Hi . Mrs. Ali . ALI When did you get in ? BELINDA Just now . Muhammad , may I have a word with you , please ? Belinda starts towards the bedroom . Ali looks to Howard and gestures with his hand to get rid of everybody . As the bedroom door closes , Cosell , crew and Bingham ca n't wait to get out of there .

Belinda slams a lamp standing next to her . BELINDA . -LRB- CONT'D. -RRB- I clean for you . I cook for you . I feel every punch you take . ALI I know that . BELINDA Then why you got to be visible with women ? ALI I did n't mean for it to be . BELINDA I live with the casual ones . -LRB- gestures to Veronica 's clothing . -RRB- But this , this . I ca n't hold it together anymore . ALI I do n't want to hurt you . It 's wrong . You 're a good wife to me . BELINDA Then why do you disrespect me this way ?! ALI I respect you . I always respect you . Belinda pauses . A terrible question occurs to her . BELINDA Do you love her ? Ali does n't answer . BELINDA . -LRB- CONT'D. -RRB- Do you want to marry her ? ALI I follow my heart . BELINDA `` You 're following your heart '' ? -LRB- sarcasm falls away . -RRB- That 's what you do . No matter what anybody says . Or thinks . Or what it does . -LRB- pause . -RRB- And what happens now ? ALI I fight George . -LRB- after a beat . -RRB- I did n't come this far to quit . BELINDA Neither of us did . Ali looks at her a moment . Then he leaves . Silence . Belinda sits on the bed . She looks up . Then she comes apart . She rips open a closet . She finds Veronica 's clothes , rips them , shreds peignoirs , overturns a night table , strips the bed , smashes more furniture , throws Veronica 's suitcase at the mirror . It does not break . She looks around the wrecked room . Bingham is standing there . BINGHAM Belinda ? Belinda looks up , tears in her eyes . BINGHAM . -LRB- CONT'D. -RRB- You ca n't beat him . You ca n't beat him , 'cause you ca n't not love him .

under the water . It flows like silver down the contours of his face and neck . He is in that zone of concentration where the best athletes go . where the pre - motor cortex 's activity dominates and facial expression becomes blank , eyes look distantly . Ali 's in his domain . in the groove .

prepare a luxurious setting . On a platform is a large TV set . In front of it , with low tables are two large armchairs with antimacassars . At the door are Mobutu 's spit - and - polish paratrooper bodyguards . They STOMP their feet to attention as . MOBUTU in his tan uniform and signature leopard - skin hat enters , followed by an entourage of aides . MOBUTU 'S MILITARY AIDE . -LRB- in French . -RRB- We are ready , your excellent President for Life . MOBUTU . -LRB- in French . -RRB- Invite Monsieur Idi to join me now . The Banker ? The American ? MOBUTU 'S MILITARY AIDE . -LRB- in French . -RRB- They are waiting in the sitting room .

wrapping Ali 's hands , tears the tape into narrow strips to go between the fingers . Doc Broadus , from Foreman 's camp , observes the wrapping , then signs it . In addition to function , the taping feels ritualistic . CLOSE : ALI 'S attention is focused elsewhere . on his action : what he will do , his strategy . LIEUTENANT NSAKALA . -LRB- from doorway . -RRB- Countdown ! Countdown ! RUDY Countdown is on , bro . Five minutes . Ali gets off the training table . Angelo has finished . He puts on his robe and starts warming up before the mirror , throwing punches for a full minute . HERBERT enters . Ali and Herbert go to an alcove . ALI Thanks to Allah . -LRB- praying . -RRB- LIEUTENANT NSAKALA . -LRB- shouts . -RRB- Four minutes ! Sarria sticking sealed bottles filled with honey , orange juice and water into the water bucket . As Ali puts on the robe , the others gather up the gear , start out . Herbert moves to Ali , preparing for the entrance , to be as close to him for the cameras as possible . ANGELO DUNDEE Give us a moment . Alone . -LRB- off Herbert 's look . -RRB- Hey . This is my religion ! Herbert and Pat Patterson , the bodyguard , with his chrome - plated .45 , follow the others away from Ali . Angelo begins applying Vaseline on Ali 's face . They 're alone in the room . ANGELO DUNDEE . -LRB- CONT'D. -RRB- It 's hot . Humid . Monsoon season 's about to start . May hit 140 in the ring under the lights . You all right ? ALI Why ? ANGELO DUNDEE Where you at ? ALI . -LRB- looks up . -RRB- Foreman ai n't no mummy . He 's knocked out eight out of eleven before the end of the third round . He the most dangerous fighter I ever fought . ANGELO DUNDEE I 'd worry if I was hearin ' anything else . Ali loosens up his neck . ALI And I ca n't WAIT ! LIEUTENANT NSAKALA Three minutes ! ANGELO DUNDEE Dance . That 's the most important . Ali looks at Dundee enigmatically . Before Angelo can ask . BUNDINI throws towels across Ali 's shoulders . Ali puts on his long African robe , which is white with African - graphic trim on the cuffs of the sleeves and the hem . BUNDINI . -LRB- whispers . -RRB- Forget every battle of man against man , of mind against mind , of soul against soul . This is the one . This is the greatest . Ali nods to him . BUNDINI . -LRB- CONT'D. -RRB- This is it . LIEUTENANT NSAKALA Two minutes ! BUNDINI The prophet 's come back to claim his own ! Get the pretender off that throne ! BUNDINI/ALI Rumble , young man , rumble ! It 's the `` Rumble in the Jungle '' ! WIDE FROM ABOVE : ALI 'S CAMP starts moving towards the door . They open the door . It is guarded by a handpicked squad of paratroopers and Lieutenant Nsakala . LIEUTENANT NSAKALA . -LRB- shouts . -RRB- One minute !

Paratroopers on either side like a wedge , guarding Ali with Angelo , Bundini , Rudy and Herbert , as they push through the door , out into the hall . TRAVEL WITH THEM AS people in the corridor at the end see Ali . The chant begins . THE PEOPLE Ali ! Ali ! Boma ye , Ali ! Ali ! Boma ye ! The sound from the corridor picks up a second reverberation that booms from a distant vast space . As we move towards it , to encounter it . And suddenly we . BURST OUT INTO THE STADIUM .

Lights flood it . They pour down artificial sunshine . THE PEOPLE Ali , boma ye ! Ali , boma ye ! Ali , boma ye ! ROARS from 65,000 voices at a quarter to four in the morning . The moon is out , revealing storm clouds . HIGH + WIDE SHOTS : ALI and entourage . The crowd goes nuts . TRAVELING WITH ALI THROUGH THE MASS The crowd roars ; Angelo behind , Bundini on one side , Pacheco and Sarria .

They cheer . Ali raises his hand and salutes them . Ali dances from one end of the ring to the other . dances into George 's corner . The crowd roars . ANOTHER ANGLE : ALI dances back to his corner . ANGELO DUNDEE George is playing prima donna . He wants to make you wait . Ali laughs . You wo n't psyche out Muhammad Ali with that stuff . Instead , Ali uses the time . He tests the ropes . He gets the feel of the distance between the center and the corner . CLOSER : ALI circles the ring . He looks at the crowd from different angles , from the corner , the center . He looks up at the lights and gets used to the heat from them . ALI 'S FEET do a shuffle . He feels the canvas . He feels the soft spots . The firm spots . He feels how much slide there is because of the resin on the canvas , how much spring there is in the boards . ALI sheds his robe , now , and throws a blistering array of jabs and hooks . The crowd goes nuts . Ali looks ringside and sees . ALI 'S POV : JIM BROWN Lloyd Price . further along . Robert Lipsyte .

out comes Foreman in his red robe , Archie Moore following in his blue pea - cap , and Dick Sadler - never a fashion plate - in the world 's least - attractive T - shirt , followed by former featherweight champ Sandy Saddler . CROWD Foreman ! Foreman ! Foreman ! Foreman ! THE RING - ALI is shadowboxing as Foreman climbs in the ring and crosses past him , near to him . The look on Ali 's face is indifferent . Foreman goes immediately to his stool . He does n't move around the ring . He does n't touch the ropes .DON KING as tall as only three other men : Foreman , Ali and Bundini , walks into the ring wearing black . ZACK CLAYTON , the referee , moves to the center of the ring . A great roar fills the air : `` ALI , BOMA YE ! ALI , BOMA YE ! ALI , BOMA YE ! '' . another one . `` FOREMAN ! FOREMAN ! '' OVERHEAD as Ali , Foreman and both their crews meet in the center of the ring . CLAYTON Now , both of you know the rules . When I step back , I want a good , clean break . -LRB- Clayton keeps going . -RRB- No hitting below the belt , no kidney punches , no . ALI Motherfucker , you ` bout to discover you ai n't nothin ' . CLAYTON Ali , be quiet ! George 's eyes glare . Ali rocks back and forth , ready to rumble . CLAYTON . -LRB- CONT'D. -RRB- No kidney punches . Now . ALI . -LRB- past the ref ; eyeballing George . -RRB- You been hearin ' about me for years . All your life you been hearin ' about Muhammad Ali . Now you got ta face me . CLAYTON Ali , I 'll disqualify you . Now , I want a good , clean , sportsman fight . ALI . -LRB- to Foreman . -RRB- You never should have come to Africa . Foreman is unfazed by all of this . His cold eyes say `` battery and homicide . '' CLAYTON . -LRB- blows up . -RRB- All right ! -LRB- beat . -RRB- Now go to your corners and come out fighting when you hear the bell , and may the best man . win .Ali turns his back and continues to shuffle and shadowbox .OVERHEAD : ALI + FOREMAN 'S corners are clear . Ali is facing his corner , praying to Allah . Foreman is bent over at the waist , flexing and releasing the last tension in his huge shoulders , as the bell for ROUND ONE clangs . THE RING - BOTH charge out and stop as if they ran into a brick wall five feet from each other . Then Ali dips , throws a left , which George takes on the shoulder . a BIG RIGHT HAND to George 's head . The crowd goes nuts . George clinches , picks up Ali and swings him through 180 degrees with his power . As he puts Ali down , Ali pushes George 's head down and away and Ali clocks him with ANOTHER RIGHT . Foreman clinches and drives Ali back to the rope . Ali throws ANOTHER RIGHT that lands . Ali dances , circles , stays out of Foreman 's way . Then he slams him again with a right . Foreman gets Ali in the corner , throws vicious combinations and a hook that nails Ali in the body and a wild shot hits Ali on the side of the head . CLOSER ON ALI . stunned , his eyes clear . He 's just taken a Foreman shot . He pushes Foreman , the stronger man , out of the way and dances and circles . Foreman ties him up again . Ali pushes out , dances and hits HIM with a RIGHT . Ali ties him up , and there 's the BELL . ALI 'S CORNER : ALI ALI . -LRB- to himself . -RRB- Legs heavy . air 's heavy . like sand . SLOWLY MOVE IN ON ALI as Angelo and Bundini 's talk fades away . We see Ali 's awareness in a deep concentration . He is holding counsel with himself . Ali stares into space across the diagonal to the other corner , but not really at Foreman . Ali is weighing something . A gamble . He blinks , and whatever it is , he 's decided it NOW . AMBIENT SOUND starts to come back as Ali 's attention returns to the present and he ignores . ANGELO DUNDEE . keep moving . Do n't let him put you into the corner . Stay off the rope ! THE BELL FOR ROUND TWO Ali charges into the center of the ring , provoking Foreman to chase him , and Ali immediately BACKS TO THE ROPE . And stays there ! Seizing opportunity , Foreman throws big hooks . ALI IS DOING EXACTLY WHAT HE 'S NOT SUPPOSED TO DO . He gets off the rope and backs to the rope on the other side . Most of the shots are blocked by the gloves of both men . No damage . Then George throws a left , which Ali blocks , and a big right hook . ALI turns away . Nevertheless , it crashes into his jaw . MACRO ALI TIME SLOWS . He ties up George . We SEE Ali 's hurt . Dazed . But he must make George believe he 's unhurt . ALI That all you got ? That it ? Foreman reacts . Ali takes vicious hooks to the midsection , hangs on and goes right back onto the ropes , tying Foreman up . LOW ANGLE George 's shots are taken on Ali 's elbows and gloves . But for every four that are thrown , one or two tremendous hooks get through to Ali 's ribs , his side . ALI 'S FACE reveals impact , but nothing diminishes the TERRIBLE FORTITUDE with which he endures . Now , he ties up George . Now , George drives Ali into the corner and pummels him . ANGELO + BUNDINI going crazy in the corner ! ANGELO DUNDEE Get off the ropes ! Get off the ropes ! Get off the ropes ! Dance ! Ali blocking , getting hit . WORRIED FACES in the crowd . One woman looks away . ALI 'S EYES alive , more than alert , the sharpest eyes in boxing . FOREMAN 'S LEFT JAB coming in . Ali feints , shifts . It misses by a quarter of an inch . FOREMAN HOOKS OFF HIS JAB Ali leans back on the top rope . Foreman 's punch falls short and connects with little effect . That 's how good is Ali . The techniques BECOME CLEAR . Foreman goes upstairs , throws three hooks , all get taken on Ali 's gloves . Foreman slams a hook that began in Cape Town and ends up in Zaire , into Ali 's abdomen . And another . Ali takes the shots , hangs on . ALI 'S EYES are bright like stars . His white mouth guard shines . A grimace ? A grin ? ALI . -LRB- to himself . -RRB- There is nothin ' . Nothin ' ! -LRB- another Foreman hook lands . -RRB- . I can not take . Ali pushes Foreman off and Ali connects with a left and a straight right to the jaw . They pound but do n't stop George . Ali ties him up . Ali 's jabs end the round . Nothing effective , but Ali shakes his head , disapprovingly , puts his hand on the back of George 's neck , and as the BELL sounds . ALI . -LRB- CONT'D. -RRB- Thought you was bad ! George laughs . He won the round overwhelmingly . ALI 'S CORNER is apoplectic . BUNDINI Dance , dance ! DUNDEE Get off the ropes ! What are you doin ' ?! ALI . -LRB- it gets quiet ; to himself : . -RRB- Here come George 's `` murder '' round . -LRB- refers to Round Three . -RRB- Ali pushes away from his handlers and rises . He opens his arms to the crowd . We hear a massive `` ALI , BOMA YE '' start up . CLOSER : ALI opens his arms as if the roar of 65,000 voices is sunlight . By opening his arms , his skin soaks it in and converts it to power . And the BELL STARTS ROUND THREE .

They trade . Nothing . Foreman advances , Ali backs to the ropes , tags Foreman with a couple of harmless left jabs . Now Foreman opens up with heavy artillery . Ali gets in a couple of shots , but for the center of the round he 's pummeled by Foreman . Midway through . FOREMAN accepts a left jab , and while Ali 's left arm is out with it , Foreman hammers a right into the exposed lower midsection of Ali and then follows it with six tremendous hooks to Ali 's abdomen . Ali pushes him away . Foreman comes in again . Foreman gets him on the rope again , and a surprising right on the left side of Ali 's face . ALI ties up Foreman 's left in the crook of his elbow , and they stagger , married , awkwardly , into the center of ring . The referee separates them . ANOTHER ANGLE : FOREMAN charging and throwing heavy shots . Ali takes some on his elbows , arms , biceps and shoulders . NOW we see Ali lean BACK . WAY BACK . 45 degrees back . We start to hear the TWANG of the rope . We get it . Ali is using the rope as a shock absorber . Some Foreman punches get through , but the rope TWANGS and Foreman 's hitting a trampoline with a hammer . Between deflection and being ring - wise , Ali dilutes much of what George throws . Then Foreman drives three powerful hooks into Ali 's side . ALI 'S BODY SPASMS But , as if inconsequential . ALI George ! Show me something . Ali - insulting , taunting - snaps jabs into George 's face , talking through his mouthpiece . ALI . -LRB- CONT'D. -RRB- Where 's your punch , man ?! BUNDINI/DUNDEE . -LRB- O.S . -RRB- Ali , get off the ropes ! Stick 'em ! Jab ! Off the ropes ! UP CLOSER : ALI blocks a rage of Foreman head shots with his fists , the abdominal shots within his elbows . Each Foreman punch is a haymaker . FOREMAN suddenly switches . FROM THE FLOOR : FOREMAN 'S UPPERCUT comes from camera and slams right through Ali 's guard , right into his jaw . ALI 'S hurt ! He holds on . DUNDEE/BUNDINI . -LRB- OVER . -RRB- Off the ropes ! Dance , champ , dance ! Ali 's pushed back like a rag doll . FOREMAN throws a right hand . It , too , slams through Ali 's guard . He 's in trouble . ALI 'S EYES flash . Roll in his head . He sees neon . TIME SLOWS . lights dim . ALI . -LRB- calmly . -RRB- . been here before . ANGELO DUNDEE . -LRB- V.O . -RRB- -LRB- distant echoes . -RRB- Ali , move ! -LRB- beat . -RRB- Dance , champ ! Ali glances at the crowd . He SEES : the OLD MAN with the transistor radio on his shoulder from the shantytown , urging him on ! ALI . -LRB- to himself . -RRB- Open the door , Richard . outta this room . Put on your coat , man . get out . THE RING : FOREMAN slams shots into Ali 's kidneys , his ribs . Ali will piss blood for two months . But Ali stays on the ropes . AS TIME CATCHES UP TO NORMAL . ALI . -LRB- CONT'D. -RRB- -LRB- to himself . -RRB- Think my fight 's over ? That . -LRB- to George . -RRB- . all you got ? That the hardest you hit ? ALI comes off the rope , and Ali hits Foreman with a terrific three - shot combination , a right - left - right . WHAM - WHAM - WHAM . Feints . Hits Foreman with a left - right . WHAM - WHAM ! ALI . -LRB- CONT'D. -RRB- C'mon , chump ! The BELL . It 's an Ali rally at the end . He throws Foreman a look of contempt as he walks to his corner . ALI 'S CORNER ANGELO DUNDEE . -LRB- panicked . -RRB- Get off the goddamn ropes ! ALI Took somethin' away from him , Angie , that round . BUNDINI You got ta move ! Stick and MOVE ! ALI . -LRB- to himself . -RRB- They do n't know what 's happenin ' . Ali looks to the left and sees Jim Brown . ALI . -LRB- CONT'D. -RRB- -LRB- to Jim Brown . -RRB- You bet the wrong horse ! He ca n't fight no better than you can act ! Jim Brown laughs . WE DO N'T HEAR A BELL . INSTEAD , WE 'RE SUDDENLY IN THE LAST 15 SECONDS OF ROUND FOUR .

Ali is braced on the ropes , as far back as the ropes will go . Foreman throws a barrage of shots , he slams in five and six at a time . THE BELL . ALI covers with gloves at his head . Elbows at his ribs . When head shots come in , Ali slips them the right or left , or turns them into glancing shots , or just leans straight back so that they all fall short by quarter of an inch . The BELL . ALI covering , taking the most powerful hooks Foreman 's thrown in the fight , one after the other to the body . ALI . -LRB- to himself . -RRB- Take it ! Terrify him with what you can take . Ali 's eyes are stars . He sees everything . He sees things no one else can see in the quantum physics of deflecting the force of Foreman 's blows . FOREMAN desperate , pounds a left to Ali 's side , a blocked left to the head , three lefts to the belly , which get through ! Ali 's left arm convulses downwards , involuntarily , with the blows . What Ali 's not ready for and does n't block is the right hand that follows . This shot is jarring and concussive . He grabs Foreman 's neck and has to hold on . The BELL .

leaning way back at impossible angles - soaking up George 's shots . George is SLOWER . BUT Ali 's not throwing at all ! ALI . -LRB- hisses to George . -RRB- Eight more rounds . You runnin ' outta gas ? Then . Ali comes out from under . WHAM . WHAM . WHAM . WHAM . WHAM . Five hard shots are followed into Foreman 's puffed face . They surprise and enrage him . WIDER : GEORGE drives Ali with his 220 pounds . George 's arms and fists now SWING HEAVILY . Some get through . Ali 's right eye is puffy . Both tie up . And BELL ends the round .

Angelo and Bundini talk . Neither we nor Ali hear them . ALI . -LRB- to himself to George . -RRB- . ca n't let you get that second wind which you do n't know is out there for you . -LRB- talking to George in his head . -RRB- Want the title . wear the heavyweight crown ? -LRB- to himself . -RRB- Jaw broke ? Nose smashed ? Face busted ? You ready to die ? Is that you ? -LRB- towards George . -RRB- 'Cause you gon na meet a man who will die before he let you win . A tall African Girl walks by with the number `` 8 . '' As she passes near Ali , she has the audacity to wink at him . ALI happens to see it . He winks back at her . She smiles . He brightens right up ! THE BELL RINGS .

goes to the ropes , throws a couple and , now , comes off the ropes . He 's in the center of the ring . HE 'S HUNTING . A couple of lefts from Ali . Foreman throws a haymaker and almost falls out of the ring . Ali 's in the corner , having avoided the shot . FOREMAN gets in a couple of lefts that Ali deflects . Ali takes another on the cheek , leans way back again . Suddenly , he seems tired , as is Foreman . Tied up , they go diagonally to the other corner of the ring , both fighters exhausted , leaning against each other . Resting . BUT . EXTREMELY CLOSE : WE SEE ALI 'S EYES ARE DEAD SHARP He 's faking . FOREMAN backs Ali into the corner . ALI hits Foreman with a left . Foreman launches a short left that Ali counters with a BIG RIGHT CROSS that connects . FOREMAN 'S head snaps around . Sweat sprays in a parabola of light . Crowd ROARS with expectation . George Foreman tries a right uppercut , fails as Ali circles , guiding Foreman onto the ropes . Foreman 's on the ropes NOW . ALI 'S EYES know the moment is . ALI . -LRB- to himself . -RRB- Now . ALI 'S short , chopping right turns Foreman 's head down . CLOSER : FOREMAN comes over the ropes and turns back into . ALI 'S RIGHT HOOK slams his head down and sideways . And Foreman charges into Ali . CLOSE SLO - MO : ALI snaps a combination : an overhead right to Foreman 's face , a short chopping left and a right hook . Ali 's eyes light up like white phosphorus . ALI . -LRB- CONT'D. -RRB- -LRB- to himself . -RRB- RIGHT NOW ! FOREMAN wrestles Ali into the center . And the most significant moments begin . SLO - MO : ALI ON THE LEFT + FOREMAN ON THE RIGHT . and Ali 's left hand is extended way behind him with the wrist bent , no power . As it passes his body , Ali converts it into a left hook . As he 's doing this , he 's dropping his left foot back . The left foot DOES NOT support a left hand . It 's for a right hand so the body can untorque across with the punch . And Ali is already cocking his right . Meanwhile , the left connects with Foreman 's jaw and raises his chin . As the left is departing Foreman 's chin , Ali launches the RIGHT . SLO - MO : AS ALI 'S RIGHT HAND comes in , Ali 's torso untorques , transitioning all 217 pounds to Ali 's left foot and putting that weight and power behind his right fist that crashes into George Foreman 's chin . and the impact transfers to Foreman 's skull . and Foreman 's head snaps around . He is gone . He is falling in a spiral . a metaphor for vertigo . turning downward into unconsciousness . And through the spiral , Ali has moved with him , pivoting with the falling Foreman , his right fist cocked to unload again if he has to . He never does . MASSIVE OVERHEAD : FOREMAN down . Ali is pushed into the corner by referee Zack Clayton . Foreman is counted out . Clayton raises Ali 's hand . 65,000 people go crazy ! TOTAL CHAOS Ali is seized by Rahaman , Dundee , Bundini . And in the corner , hardly seen by anybody , Ali , now , faints . Veronica , with a DON KING AIDE , is overcome . Tears stream down her face .

As if finally released from the suspense , the sky opens . The monsoon begins .

celebrate . The city is crazy with the air of liberation in the rain . People are drunk , bowing to one another , extending their arms and legs in strange gestures . Laughter . THUNDER is deafening in the downpour . People celebrate despite the storm , dancing on sidewalks on Rua Absini .

Almost empty . The downpour . The last fans rip down one gigantic image of Mobutu .

waiting , now rise . One , in Saville Row , is from a London Bank . The other is Bradley , the USIA/CIA character . The third is Idi Amin of Uganda . As everybody shakes hands , they sit down and servants appear . Everyone is pleased with themselves . BRADLEY . -LRB- in French . -RRB- Ce soir , le Zaire a été le sujet central dans le tous les centres européens . Félicitations , Monsieur le Président pour la vie . BRADLEY . -LRB- English translation . -RRB- Zaire was the center of the world tonight in every banking capital , all over Europe . Congratulations , President for Life . MOBUTU Yes . -LRB- then in Lingala to servant . -RRB- LONDON BANKER What 's on the menu ?

rides through the downpour with Belinda and Bingham in the front seat . She gently holds , almost supports his hand . ALI . -LRB- low ; about them . -RRB- I do n't know what 's gon na happen . -LRB- beat . -RRB- Maan , everything is crazy . BELINDA . I did n't come this far to quit . They drive through a fishing village with dense foliage in part . Ali looks , sees . ALI 'S POV : WOMEN + SOME MEN have brought their children out into the rain to see the champion so they can say when they grow up they saw him pass by . Plastic or clothing protect the children from the rain . One man holds up his son . Ali rolls down the window .

shouting French to the bartender . Folks who look like Jim Brown , Schulberg/Mailer types . hang out , half drunk . and argue about flights out with extortionate petty bureaucrats like Zairian Official # 2 . Flights have been cancelled , tickets rendered no good , passports confiscated , etc. . There 's a stoned Hunter Thompson/Bill Cardoso type with a couple of Zairian hookers . The Hunter Thompson type is not very discreetly smoking Congolese weed . REVEAL : IN THE BACK CORNER OF THE BAR ARE . DON KING + HERBERT MUHAMMAD . King is importuning Herbert , his hands work the air , gesticulating madly , building whole castles of hype and hustle . We ca n't hear what he 's saying . Herbert listens . Then Don King stops and looks at him , and Herbert nods his head `` yes . '' Then Herbert starts saying something and Don King nods his head `` yes . '' Whatever 's happening here , a deal for the future has been struck .

Rain stopped . The cold , blue light is illuminated with magenta at its base as dawn starts to rise over the Congo River . WIDE : ALI in a pale green shirt and slacks , walks towards the water , followed by Zairians , teenagers , some kids who snuck into the compound , two older men . No media ; no elite ; no hype . One policeman who staggers , drunk . Ali does n't so much as walk to a destination as amble . He rubs the head of a 12 - year - old boy who starts shadowboxing five feet in front of him . ALI You think you got a chance , chump ? Now you in trouble . Ali begins to spar with the 12 - year - old , who is fast and knows a little bit about boxing . ALI . -LRB- CONT'D. -RRB- You even dream of beating me ? You better wake up and apologize ! Kid throws a punch . Ali collapses to his knees . ALI . -LRB- CONT'D. -RRB- He too much for me ! Some laughter . Then Ali stands and puts his hand on the boy 's shoulder . He ambles with the group towards the river . The sun 's coming up on the other side . FADE TO BLACK .

A woman 's face BACKS INTO SHOT , her head resting against grimy wallpaper . She is tense , sweaty , wide - eyed with concentration . This is CLARICE STARLING , mid - 20 's , trim , very pretty . She wears Kevlar body armor over a navy windbreaker , khaki pants . Her thick hair is piled under a navy baseball cap . A revolver , clutched in her right hand , hovers by her ear . She raises a speedloader , in her left hand , locks it into her cylinder , twists and reloads . CLOSE ON A guest room door , with a small , wired pack attached to its knob . Suddenly , wish a sharp CRACK ! , the knob explodes , and the door bursts open . WITH CLARICE - MOVING SHOT as she runs around a corner , through a cloud of smoke . She shoulders aside the shattered door and rushes inside , gun at the ready in both hands .

CLARICE 'S POV - MOVING - as she first sees , sitting on the edge of a bed - a FEMALE HOSTAGE . Black , late 20 's , gagged , hands behind her back . Then , SWIVELLING . she sees a startled MALE SUSPECT , white , mid - 20 's , standing by a window with a rifle in his hands . He is turning towards her . Clarice drops into a combat crouch , gun extended , and shouts .CLARICE 'S POV - SLOW MOTION all natural SOUND suspended - as the Suspect faces her with a strange , pleading expression . The rifle is rising in his hands , but oddly enough , it is held across his chest , not pointing . Then another puzzling detail registers . THE SUSPECT 'S HANDS are taped to his gun , away from the trigger ; he could n't use it even if he tried . Suddenly we hear a metallic CLICK , which registers with unnatural amplification , as - Clarice reacts , drops to the floor , rolling sideways , and - THE `` HOSTAGE '' pulls a revolver out from behind her back , still in SLOW MOTION , raising it in her untied hands . She fires repeatedly , flames leaping from the muzzle ; the SOUND is an echoing roar in these close quarters , but - Clarice has come up on one knee , beside an armchair , and is already firing back herself , two quick SHOTS , which send - THE `` HOSTAGE '' pitching over the bed , backwards , to shudder and lie still in a haze of gunsmoke . Clarice rushes to her , clamping one knee down on her gun hand , still keeping her covered in case of movement . HOLD for a few beats . then we hear the shrill blast of a WHISTLE from somewhere , off screen , as normal ACTION and SOUND are restored .Clarice relaxes , lowering her gun . The lights brighten . PULLING BACK we see that we 're in some sort of auditorium , with the `` hotel room '' and its `` corridor '' built as a training set . JOHN BRIGHAM walks onto this set , thumbing a stopwatch . Mid - 40 's , ex - Marine . His T - shirt 's lettering says `` Firearms Instructor / FBI Academy . ''A class of about forty young FBI trainees , of both sexes , begins to rise from their seats , mingling and chatting . Clarice nods amiably to the `` Suspect '' , then gives her `` Hostage '' a hand up . It 's ARDELIA MAPP , her roommate . Her broad , clever face breaks into a big smile , as they both remove ear plugs . Clarice 's voice has just a soft trace of southern accent .As Brigham joins them , Clarice ca n't resist a star pupil 's little smile of pride . He frowns good - naturedly .He takes out a steel - coiled grip flexer , drops it onto her palm .He nods a direction , then moves off . Clarice , with her smile finally fading , looks out into the auditorium . SPECIAL AGENT JACK CRAWFORD sits on the top step of the aisle , looking down at her . He is 53 , strongly built . He rises impassively , exits through the back door . He carries a think manila envelope under one arm . Ardelia who is helping Clarice unbuckle her bullet - proof vest , follows her worried gaze .

Starling's reaction time was excellent. Let's break. Critique in five.

What're you laughin' at, Junior G - Man? She got off four rounds to your two.

One hundred reps, each hand, every day. Now tidy up, the Section Chief wants to see you.

Yes, well. Okay, right. I'm glad for the chance, sir, but - why me?

I'm sure it's a great town, Dr. Chilton, but my instructions are to talk to Lecter and report back this afternoon.

Dr. Chilton - if Lecter feels you're his enemy - as you've said - then maybe I'll have more luck by myself. What do you think?

Doctor, we have a hard problem in psychological profiling. I want to ask for your help with a questionnaire.

We're talking about psychology, Doctor, not the Bureau. Can you decide for yourself whether or not I'm qualified?

I'm only asking you to look at this, Doctor. Either you will or you wo n't.

Partially, yes. But Doctor, that's an active case, I'm not involved. If -

It started as a bad joke in Kansas City Homicide. They said. this one likes to skin his humps.

You see a lot, Dr. Lecter. But are you strong enough to point that high - powered perception at yourself? How about it? Look at yourself and write down the truth.

I spent all evening on the mainframe. Lecter altered or destroyed most of his patient histories, prior to capture. No record of anyone named Mofet. But `` Split City'' sounded like it might have have something to do with divorce. I tracked it down in the library's catalogue of national yellow pages.

It's a mini - storage facility outside Baltimore, where Lecter had his practice.

Sir, that's a field job. It's outside the scope of my assignment. And I've got a test tomorrow on -

Well God damn it! You old creep. Creepo son of a bitch. Let Miggs squirt you and see how you like it.

I wo n't disturb anything, Mr. Yow, I promise. Be gone before you know it.

Mr. Yow, if this door should fall down - ha ha! - or anything else - would you be kind enough to call this number? It's our Baltimore field office. They know you're here with me. Do you understand?

Mr. Yow? Oh Mr. Yow? It looks like somebody is sitting in this car.

Hester Mofet. `` The rest of me.'' Miss The - Rest - of - Me. Meaning, you rented that place.

You put those - things in there. Paid for it in advance, ten years ago. Why, Dr. Lecter?

Why do n't you tell me about `` Miss Mofet?'' You wanted me to find him. Or do I have to wait for the lab?

Would n't it have been easier to just leave him for the police to find?

That does n't interest me, Doctor. And it's the sort of thing Miggs would ask.

I'll need the big fingerprint kit. and the one - to - one Polaroid, the CU - 5, with film packs and batteries.

There's no correlation at all between where they're kidnapped and where they're found?

What if - what if you trace the heaviest - traffic routes backwards from the dump sites? Do they converge at all?

He's a white male. Serial killers tend to hunt within their own ethnic group. And he's not a drifter - he's got his own house, somewhere. Not an apartment.

What he does with them - takes privacy. Time, tools. He's in his 30's or 40's - he's got real physical strength, but combined with an older man's self - control. He's cautious, precise, never impulsive. This wo n't end in suicide, like they often do.

He's got a real taste for it now. And he's getting better at his work.

You have n't said a word today about that garage. Or what I found there.

You knew. You knew from the start that Lecter held the key to this. But you were n't up front with me. You sent me in to him naked.

He starts this - buzzing in me, in my head. He makes me feel violated. You used me, Mr. Crawford.

Gentlemen. You officers and gentlemen! Listen here a minute, please. There's things I need to do for her.

Y' all brought her this far, and I know her folks would thank you if they could. Now please - go on out and let me take care of her. Go on, now.

Well, she's not local. Her ears are pierced three times each, and she's wearing green glitter nail polish. Looks like town to me.

She waxed her legs, I think. A big girl, just like the others - but she was careful about her appearance.

Two of the fingernails are broken off, and there's - dirt or grit under the others. She tried to claw her way through something. I'll scrape out samples after I've printed her.

It's a Fish and Game violation. Like poaching. There's a big fine.

It matters, Mr. Crawford. Other cops know who you are. They look at you to see how to act. It matters.

I'm wondering if he's done that before - placed a cocoon, or an insect. It would be easy to miss in an autopsy, especially with a floater. Can we check back on that?

Dr. Lecter's patient - have them probe his soft - palette tissues. They'll find another cocoon.

Raspail was killed by the same man who's killing these girls. And Lecter knows him. Maybe even treated him. You think so, too, do n't you? Or you'd never have sent me to that asylum.

Somebody's coaching her. They're trying to make him see Catherine as a person - not just an object.

And there's no way - no natural way - these could've wound up in the bodies?

He's already offered to help. What would happen if we just showed our cards - asked him for Bill?

Transfer to a new prison. With a view of trees, he said, or even water. Can we swing that?

Then I'll try. But would n't this have more weight coming from the Senator herself?

Dr. Chilton, I told you - this is just routine follow - up on the Raspail case.

This is the U.S. Attorney's number. Now please - either discuss this with him, or let me do my job.

I was your choice, Dr. Lecter. You chose to speak to me. Would you prefer someone else now? Or perhaps you do n't think you can help us.

She had an insect deliberately inserted in her throat. That has n't been made public yet. We do n't know what is means.

If you help us find Buffalo Bill in time to save Catherine Martin, the Senator promises you a transfer to the V.A. hospital at Oneida Park, New York, with a view of the woods nearby. Maximum security still applies, but you'd have reasonable access to books.

Best of all, though - one week a year you'd get to leave the hospital and go here.

Plum Island. Every afternoon of that week you can walk on the beach or swim in the ocean for up to one hour. Under SWAT team surveillance, of course.

Copy of the Buffalo Bill case file, copy of Senator Martin's terms. Her offer is final and non - negotiable. If Catherine dies -.

That's just part of the island. It has a very nice beach. Terns nest there.

He was a town marshal. one night he surprised two burglars, coming out the back of a drugstore. They shot him.

No. He was strong, he lasted almost a month. My mother - died when I was very young, so my father had become - the whole world to me. After he left me, I had nobody. I was ten years old.

Dr. Lecter, there's no correlation in the literature between transsexualism and violence. Transsexuals are very passive.

I went to live with my mother's cousin and her husband in Montana. They had a ranch.

Chilton has killed her, has n't he? That slimy little bastard! We were so close with Lecter - and now her last chance is gone.

Are you in trouble over this, Mr. Crawford? Can Senator Martin do something to you?

If you did n't want me chasing him, you should n't have taken me to that funeral home.

Lecter is still the key, I know he is. Whatever he told me about Bill is just as good now as it was before.

I lied to Lecter. I'll need some kind of peace offering. Can I get the drawings from his cell?

Mr. Krendler. Dr. Lecter trusts me. Or at least, he used to. If I could just -

Sir, does n't this `` William Rubin'' strike you as - I do n't know - kind of vague?

I thought you might want your drawings back. Just until you get your view.

Dr. Lecter, you find out everything. You could n't have talked with this `` William Rubin'', even once, and come out knowing so little about him. You made him up, did n't you?

I think you were telling me the truth in Baltimore - or starting to. Tell me the rest now.

Got dressed without turning on the light. I went downstairs. outside.

I crept up to the barn. I was so scared to look inside - but I had to.

No. First I tried to free them. I opened the gate of their pen - but they would n't run. They just stood there, confused. They would n't run.

I do n't know. I had no food or water. It was very cold. I thought - if I can even save just one. but he got so heavy. So heavy.

I did n't get more than a few miles before the sheriff's car found me. The rancher was so angry he sent me to live at the Lutheran orphanage in Bozeman. I never saw the ranch again.

It would be rude. And he would n't get to ask any more questions.

The worst part - the thing that's making me crazy - is that Bill is right in front of me. Only I ca n't see him.

Lecter said, everything I need to catch him is right here, in these pages.

But there is no pattern. There's no connection at all among these places, or the computers would've nailed it! They're even found in random order.

Fredrica Bimmel, from Belvedere, Ohio. The first girl taken, but the third body found. Why?

The first, what the hell did Lecter say about. `` First principles,'' he said. Simplicity. What does this guy do, he `` covets.'' How do we first start to covet? `` We covet what we see -''

Maybe he lives in this, this Belvedere, Ohio, too! Maybe he saw her every day, and killed her sort of spontaneously. Maybe he just meant to. give her a 7 - Up and talk about the choir. But then -

But then he had to cover up, make her seem just like all the rest of them. That's what Lecter was hinting!

All his victims are women. His obsession is women, he lives to hunt women. But not one women is hunting him - except me. I can walk in a woman's room and know three times as much about her as a man would.

But not from this angle. Not thinking he knew her. You've got to send me!

But I just became a private citizen. I can go anywhere I want to.

He's going to kill her, Mr. Crawford. This morning, or maybe at noon, but today, and Belvedere's our last chance. I'm flying there, right now, unless you stop me. You want my ID? Here - take it.

He's making himself a `` woman suit,'' Mr. Crawford - out of real women! And he can sew, this guy, he's really skilled. A dressmaker, or a tailor -

That's why they're all so big - because he needs a lot of skin! He keeps them alive to starve them awhile - to loosen their skin, so that -

Mr. Bimmel. did Fredrica ever mention a man named Jamie Gumb, from Calumet City? Or John Grant?

Stacy, did Fredrica ever mention a man named Jamie Gumb? Or John Grant?

Good afternoon. I wonder if you could help me. I'm looking for Mrs. Lippman's family?

Excuse me, but I really do need to talk to you. This was Mrs. Lippman's house. Did you know her?

I'm investigating the death of Fredrica Bimmel. Who are you, please?

Mr. Gordon, did you know Fredrica when she worked for Mrs. Lippman?

Mr. Gordon, did you take over this place after Mrs. Lippman died?

Did she leave any records here? Tax or business records? Maybe a list of employees?

Okay. Okay, Mr. Gumb, you're under arrest. Down on the floor, hands and legs spread, move it.

I'll get you out! Just be quiet so I can hear. Shut that dog up.

Catherine. Listen to me. I have to find a rope. I have to leave this room, just for a minute, but -

The other officers will be here any minute! you're perfectly safe now!

Get your field gear, take stuff for overnight. You're goin' with Crawford.

Some fishermen in West Virginia found an unidentified girl's body. It's a Buffalo Bill - type situation. Been in the water about a week, and Jack needs somebody that can print a floater. Think you can handle it?

He's got a lot on his mind besides Buffalo Bill. His wife, Bella, is real sick. Comatose. I'm tellin' you about it now,'cause he may never.

You're goin' in the field, so you got ta have full kit. Take this - it's my own.

Wear it, do n't ever leave it in your purse. Dry fire it whenever you get the chance. And do your exercises.

Listen, I hope you never need a thing I've taught you. But you've got something. Jack sees it, I do too. If you ever need to, you can shoot.

You missed Fourth Amendment law. Unlawful seizure, real juicy stuff. Where were you all afternoon?

I do n't know whether to say `` I'm sorry,'' or `` Congratulations.'' But girl? - you just went prime time.

In the parking garage at Memphis airport. The crew was dead. He killed a tourist, too. Got his clothes, cash. By now he could be anywhere.

Clarice - you did the best anybody could have for Catherine Martin. You stuck your neck out for her and you got your butt kicked for her and you tried. It's not your fault it ended this way.

Crawford is watching a group of trainees on the firing range , as Clarice joins him . He looks tired , haunted . Between master and student , we sense a subtle , muted tug of sexuality .They begin to cross the academy grounds . A group of trainees jogs by , in matching sweats , following a p.e. coach .Clarice stops walking , goes very still . A beat .Crawford does n't respond , except to study her face .He walks on again , at a faster clip . She hurried to keep up .They 're reached his car . His driver stamps on a cigarette , climbs in behind the wheel . BURROUGHS , his assistant , says something into a walkie - talkie , then opens the back door . But Crawford pulls her aside , a hand on her shoulder . His intensity is scary .

Your instructors tell me you're doing well. Top quarter of the class.

A job's come up and I thought about you. Not really a job, more of - an interesting errand. Walk me to my car, Starling.

We're trying to interview all of the serial killers now in custody, for a psychobehavioral profile. Could be a big help in unsolved cases. Most of them have been happy to talk to us. They have a compulsion to boast, these people. Do you spook easily, Starling?

You see, the one we want most refuses to cooperate. I want you to go after him again today, in the asylum.

You're qualified and available. And frankly, I ca n't spare a real agent right now.

I do n't expect him to talk to you, but I have to be able to say we tried. Lecter was a brilliant psychiatrist, and he knows all the dodges.

Dossier on him, copy of our questionnaire, special ID for you. If he wo n't talk, then I want straight reporting. How's he look, how's his cell look, what's he writing? The Director himself will see your report, over your own signature - if I decide it's good enough. I want that by 0800 Wednesday, and keep this to yourself.

Now. I want your full attention, Starling. Are you listening to me?

Be very careful with Hannibal Lecter. Dr. Chilton at the asylum will go over the physical procedures used with him. Do not deviate from them, for any reason. You tell him nothing personal, Starling. Believe me, you do n't want Hannibal Lecter inside your head. Just do your job, but never forget what he is.

I've read your interim memo on Lecter. You sure you've left nothing out?

He mentioned a name, at the very end. `` Mofet.'' Any followup on her?

The orderly heard Lecter whispering to him, all afternoon, and Miggs crying. They found him at bed check. He'd swallowed his own tongue. Chilton is scared stiff the family will file a civil rights lawsuit, and he's trying to blame it on you. I told the little prick your conduct was flawless.

You do n't have to feel any way about it. Lecter did it to amuse himself. Why not, what can they do? Take away his books for awhile, and no jello.

I know it got ugly today. But this is your report, Starling - take it as far as you can. On your own time, outside of class. Now carry on.

Why, we do n't yet know. There's no evidence of rape or physical abuse prior to death. All the mutilation you see there is post - mortem.

So. Three days. Then he shoots them, skins them - usually just the torsos - and dumps them. Each body in a different river, in a different state, downstream from an interstate highway. The water leaves us no fingerprints, fibers, DNA fluids - no trace evidence at all. That's Fredrica Bimmel, the first one.

A big girl, like all the rest. Went about 160. Her corpse was the only one he took the trouble to weight down, so actually, she was the third girl found. After her, he got lazy.

Blue square for Belvedere, Ohio, where the Bimmel girl was abducted. Blue triangle where her body was found - down here in Missouri. Same marks for the other four girls, in different colors. This new one, today. washed up here.

Elk River, in West Virginia, about six miles below U.S. 79. Real boonies.

Good idea, but he thought of it, too. We've run simulations, using different vectors and the best dates we can assign. You put it all in the computer, and smoke comes out. No, this one is different. This one has seen us coming.

Maybe you've got a knack for this. I guess we're about to find out.

Number One. Maybe there's a connection, maybe not. Lying and breathing are the same thing to Lecter. Number Two. If I'd sent you in there with something to hide from him, he'd have known it, instantly. He'd never have trusted you.

Number Three, I did n't bring you along today just because you can do first - rate forensics. If Lecter is becoming part of this case, you've got the most current read on him. And Number Four - you do n't have to like me, or the way I do things. But you do have to keep a cool head. Especially now. Because from here on out, you'll know everything I do. Are we straight on that?

You think about him long enough, you get a feel for him. Then, if you're lucky, out of all the stuff you know, one little part of it tugs at you, tries to get your attention. You let me know when that happens, Starling. Live right behind your eyes, today. Do n't try to impose any patterns on this guy. Just stay open and let him show you.

Sheriff Perkins? Jack Crawford, FBI. This is Officer Starling. We appreciate your phoning us.

Sheriff, this, ah - this type of sex crime has some aspects I'd rather discuss just between the two of us. Know what I mean?

I need a six - way linkup! Chicago, Detroit, Cleveland, St. Louis, Atlanta, and Dallas. What? Can you hear me?

We're starting. Tell everybody to stand by for fingerprint transmission.

Get photos of her teeth. Then we'll fax her fingerprints to Washington, try to trace her through Missing Persons.

She'll be easier to print if we turn her over. Lamar, will you give me a hand?

When I told that sheriff we should n't talk in front of a woman, that really burned you, did n't it?

That was just smoke, Starling, I had to get rid of him. You did well in there.

When we get back, I want you to run that bug by the Smithsonian, see if they can identify it. Maybe it's got some limited range, or it only breeds at certain times of year. You found it, Starling, you deserve the credit.

The other girls are in the ground. Exhumations are upsetting for the families. I'll do it if I have to, but -

Before we caught him, Lecter had a big psychiatric practice in Baltimore. But he traveled all over the country - teaching, consulting. Christ, even testifying in murder trials. Who knows how many potential psychos he turned loose, just for the fun of it?

I do n't think he knew that she's a Senator's child. She's a big girl, Starling, like all the rest. We're going on the theory she was randomly targeted by size.

By now, Bill's had her for 36 hours. That leaves us just 36 more, before he kills her. But maybe, just maybe, Starling, we caught a real break this time - thanks to you.

Maybe we can trace how he buys the bugs, starting with U.S. Customs.

Maybe we can locate some of Raspail's old lovers. Maybe, someday.

But for Catherine Martin, it all comes down to you and Lecter. You're the one he talks to.

He offered to help, Starling, not to snitch. That would n't give him enough chance to show off. Remember, Lecter looks mainly for fun. Never forget fun.

If we act too anxious, he'll make us wait. He'll let the Senator keep hoping, day after day, until Catherine finally washes up. That'd be the most fun of all.

State to federal jurisdiction. We can do it - eventually - but we'll never get all the clearances in time. Can you convince him a deal's already in place?

She does n't know what we're up to. And we ca n't afford to let her find out.

She's the mother, Starling. She ca n't possibly comprehend what Lecter is. She'd make the mistake of pleading with him. Begging him. He'd feast on her pain till the last second of that girl's life.

We ca n't trust Frederick Chilton, either. He's greedy and ambitious. If he knew about Lecter's link to Bill, he's go straight to the newspapers.

Dr. Danielson, the man we want was never your patient. It would be someone you refused because he tries to conceal a record of criminal violence. Please, Doctor - time is eating us up. Just show me the ones you've turned away.

Her name is Kimberly Jane Emberg, she was just ID'd. I met her on a slab in West Virginia. And sometime tomorrow, or tomorrow night, he's going to do the same thing to Catherine Martin.

Look. search your own records, if you prefer. You can do it a lot faster than us, anyway. If we find Buffalo Bill through your information, I'll suppress it. Nobody has to know this hospital cooperated.

Oh, that's clever, Dr. Danielson. Very humorous. You like the truth? Try this.

He kidnaps young women and kills them and rips their skin off. We do n't want him to do that anymore. If you do n't help me, just as fast as you can, then the Justice Department is going to ask publicly for a court order, We'll ask twice a day, just in time for the morning and evening news. And each one of our press conferences will focus on Dr. Danielson, over at Johns Hopkins, and how we're still hoping for his cooperation. And every time there's any news on the case - when Catherine Martin floats, when the next one floats, and the next one - why, we'll just issue another press release about good ol' Dr. Danielson, over at Johns Hopkins - complete with all his humorous fucking remarks.

I'm 53, Starling. If I found Jimmy Hoffa on national TV, I'd still have to retire in two years. It's not a consideration. But you are.

You've done enough. If I keep you out of school any longer, you'll be recycled. Cost you six months, at least. I can guarantee you readmission here, but that's about it.

Now's your chance, Starling. Go back to class. Leave Bill to me.

Or just as worthless. But I want you in Memphis, close to him. Maybe when he gets tired of toying with Senator Martin, he'll talk to you again. There's a plane waiting for you now at the airstrip.

Good idea. Meantime, try to get a feel for Catherine Martin. Her apartment, her friends. how he might've stalked her. I'm going to the other two clinics, Minnesota and Ohio.

Now's the hardest part, Starling. Use your anger, do n't let it keep you from thinking. Just keep your eyes on Catherine. We've got less than 30 hours.

They'll use their best men. But they better be paying attention.

If you had n't interfered, he'd still be in custody in Baltimore!

Ohio is cold ground. Picked over, ten months ago. Our people worked it, so did the locals.

I'm Bureau for 28 years, Starling. I wo n't disobey orders, not even now.

There's about $ 300 here. And a hotline code number. They'll patch you through to me, wherever I am.

Starling, we know who he is! And where he is. We're on our way now.

Calumet City, edge of Chicago. I'll be on the ground in 45 minutes with the Hostage Rescue Team. I'm back in charge, Starling. He's mine.

Johns Hopkins finally came up with a name for us. We fed him into Known Offenders, and he came up cherries.

Subject's name is `` Jamie Gumb,'' AKA `` John Grant.'' Lecter's description was accurate, he just lied about the name.

This Gumb's a real beauty. Slaughtered both his grandparents when he was twelve, and did nine years in juvenile psychiatric. Where, Starling, he took vocational rehab, and learned a useful trade.

Take a bow. Customs had some paper on his alias. They stopped a carton two years ago at LAX - live caterpillars from Surinam. The addressee was `` John Grant.'' Calumet Power & Light's given us two possible residences under that alias. We're hitting one, Chicago SWAT's taking the other.

No, Starling, there is n't time. And you've still got crucial work to do in Ohio. We want him for murder, not kidnapping. I'm counting on you to link him to the Bimmel girl, before he's indicted.

Starling - you've earned back your place in the Academy. We never would've found him without you, and nobody's ever going to forget that. Least of all me.

It's so rare to capture one alive. From a research point of view, Dr. Lecter is our most prized asset.

You know, we get a lot of detectives here, but I must say, I ca n't ever remember one so attractive.

Will you be in Baltimore overnight? Because this can be quite a fun town, if you have the right guide.

Lecter carved up nine people - that we're sure of - and cooked his favorite bits. We've tried to study him, of course - but he's much too sophisticated for the standard tests. And my, does he hate us! Thinks I'm his nemesis. Crawford's very clever, is n't he? Using you.

A pretty young woman, to turn him on? I do n't believe Lecter's ever seen a woman in eight years. And oh, are you ever his `` taste'' - so to speak.

Do not reach through the bars, do not touch the bars. You pass him nothing but soft paper - no pens or pencils. No staples or paperclips in his paper. Use the sliding food carrier, no exceptions. Do not accept anything he attempts to hold out to you. Do you understand me?

I'm going to show you why we insist on such precautions. On the afternoon of July 8, 1981, he complained of chest pains and was taken to the dispensary. His mouthpiece and restraints were removed for an EKG. When the nurse bent over him, he did this to her.

The doctors managed to re - set her jaw, more or less, and save one of her eyes. His pulse never got over eighty - five, even when he ate her tongue.

You might have suggested that in my office, and saved me the time.

What you're doing, Miss Starling, is coming into my hospital to conduct an interview, and refusing to share information with me. For the third time!

I'm not just some turnkey, Miss Starling. I should n't even be here this afternoon. I had a ticket to Holiday on Ice.

Such a lot of correspondence! I can hardly wait to analyze it in more detail. But first things first.

I thought she might be looking for a civil rights violation in Migg's death, so I bugged you. Not a word to me in all these years, Hannibal. Then Crawford sends his bit of fluff over here, and you just turn to jelly. It's too pathetic.

You still think you're going to walk on some beach, and see the birdies? I do n't think so, Hannibal. I called Senator Ruth Martin, and she never heard of any deal with you. She never heard of Clarice Starling, either. They scammed you, Hannibal.

When Crawford gets through milking you, he's giving you to Baltimore Homicide for the Raspail murder. And they're preparing some special surprises for you right now, in my electroshock room.

The Starling bitch wants you to rot here, in this little box, till your teeth fall out and you're soiling diapers. You've seen the old ones, Hannibal. They weep when their stewed peaches get cold. That'll be you, too. Unless - you trade with me.

There never was a deal with Senator Martin - but there is now. I've been on the phone for hours, Hannibal, on your behalf. Here's what you get : if you identify Buffalo Bill, and the girl is found in time, Senator Martin will have you transferred to Brushy Mountain State Prison, in Tennessee.

The Governor has already agreed. You get books, a view of the woods, and plenty of exercise time.

And best of all, you'd be out of Jack Crawford's reach, forever. The Senator will verify these terms on the phone, and guarantee them in writing.

In exchange, I get your full cooperation in publishing a professional account of this - my successful interviews with you. You publish nothing. And I get exclusive access to any material from Catherine Martin. So. Do you accept my demands?

You'll answer me now, or by God, you'll answer to Baltimore Homicide. Who is Buffalo Bill?

CLOSE ON an ID card held in a male hand . Clarice 's photo , official - looking graphics . It calls her a `` Federal Investigator . ''DR. FREDERICK CHILTON looks up from her card . A smarmy little peacock , behind a vast desk ; he 's conceived an instant , hopeless letch for Clarice . He smiles , stroking her card with his beloved gold pen .NEW ANGLE - REVEALS CLARICE now wearing a more feminine skirt suit . Hair neatly coiled , elegant shoulder bag , briefcase . He has rudely left her standing .Clarice tries , unsuccessfully , to hide her distaste for him .

Clarice flinches as a heavy steel gate CLANGS shut behind her , the bolt shooting home . Chilton walks ahead of her .

A darker , even grimmer area . Heavy grids over the lights . Distant SLAMMINGS and faint , hoarse SHOUTS . They walk briskly .He hands Clarice a small , dog - eared photo . Looking at it , she is stopped in her tracks . This pleases Chilton .He turns , pushes a button . A steel door BUZZES slowly open , and BARNEY - a big , impassive orderly - awaits them in an anteroom . On its walls : restraints , mouthpieces , Mace , tranquilizer guns .She holds out the photo . A beat . He grabs it , jaw twitching .He turns on his heel , goes . Barney smiles reassuringly .Sensing her tension , he indicates a nearby security monitor .Clarice nods gratefully . She looks down the long corridor , takes a deep breath , walks into it . He watches her go .

Okay. Past the others, it's the last cell. Stay to the middle. I put out a chair for you.

MOVING SHOT - with Clarice , as her footsteps ECHO . High to her right , surveillance cameras . On her left , cells . Some are padded , with narrow observation slits , others are normal , barred . Shadowy occupants pacing , MUTTERING . Suddenly a dark figure in the next - to - last cell hurtles towards her , his face mashing grotesquely against his bars as he hisses .Clarice flinches momentarily , but then walks on . DR. LECTER 'S CELL is coming slowly INTO VIEW . Behind its barred front wall is a second barrier of stout nylon net . Sparse , bolted - down furniture , many softcover books and papers . On the walls , extraordinarily detailed , skillful drawings , mostly European cityscapes , in charcoal or crayon . Clarice stops , at a polite distance from his bars , clears her throat .Dr. Hannibal Lecter is lounging on his bunk , in white pajamas , reading an Italian Vogue . He turns , considers her . A face so long out of the sun , it seems almost leached - except for the glittering eyes , and the wet red mouth . He rises smoothly , crossing to stand before her ; the gracious host . His voice is cultured , soft .CUTTING BETWEEN THEM as Clarice comes a measured distance closer .Clarice is surprised , but fishes her ID card from her bag , holds it up for his inspection . He smiles , soothingly .She complies each time , trying to hide her fear . Dr. Lecter 's nostrils lift , as he gently , like an animal , tests the air . Then he smiles , glancing at her card .She sits in the folding metal desk - chair . He waits politely till she 's settled , then sits down himself , faces her happily .A pause , then Clarice takes the questionnaire from her case .A tense beat , then a smile from him , at this small boldness .She rolls him the questionnaire , in his sliding food tray . He rises , glances at it , turning a page or two disdainfully .Suddenly he whips the tray back at her , with a metallic CLANG that makes her start . His voice remains a pleasant purr .His every word has struck her like a tiny , precise dart . But she squares her jaw and wo n't give ground .He steps backwards , then returns to his cot , becoming as still and remote as a statue . Frustrated , Clarice hesitates , then finally shoulders her bag and goes , leaving the questionnaire in his tray . But after just a few steps , as she passes - MIGG 'S CELL She sees that creature at his bars again , hissing at her .The dark figure suddenly flings his palm towards her , and - CLARICE is spattered on the face and neck - not with blood , but with pale droplets of semen . She gives a little cry , touching her fingers to the wetness . Stunned , near tears , she forces herself to straighten up and walk on , fumbling for a tissue . From behind her , Dr. Lecter calls out , very agitated .Clarice slows , stops . She shudders , but makes the very difficult choice to turn , walk back , stand again in front of - DR. LECTER Who 's shivering with rage . For an instant his face opens , and we catch a glimpse into hell itself . Then he 's composed again .

`` We'' being the Behavioral Science Unit, at Quantico. You're one of Jack Crawford's, I expect.

Mmmmm. That's rather slippery of you, Officer Starling. Sit. Please.

`` Multiple Miggs,'' in the next cell. He hissed at you. What did he say?

I see. I myself can not. You use Evyan skin cream, and sometimes you wear L'Air du Temps, but not today. You brought your best bag, though, did n't you?

Yes. That's the Duomo, seen from the Belvedere. Do you know Florence?

No, no, no. You were doing fine, you'd been courteous and receptive to courtesy, you'd established trust with the embarrassing truth about Miggs, and now this ham - handed segue into your questionnaire. It wo n't do. It's stupid and boring.

Jack Crawford must be very busy indeed if he's recruiting help from the student body. Busy hunting that new one, Buffalo Bill. Such a naughty boy! Did Crawford send you to ask for my advice on him?

Do you know why he's called Buffalo Bill? Tell me. The newspapers wo n't say.

Witless and misleading. Why do you think he takes their skins, Officer Starling? Thrill me with your wisdom.

Oh, Officer Starling. do you think you can dissect me with this blunt little tool?

You're sooo ambitious, are n't you? You know what you look like to me, with your good bag and your cheap shoes? You look like a rube. A well - scrubbed, hustling rube with a little, taste. Good nutrition has given you some length of bone, but you're not more than one generation from poor white trash, are you Officer Starling? That accent you're trying so desperately to shed - pure West Virginia. What was your father, dear? Was he a coal miner? Did he stink of the lamp? And oh, how quickly the boys found you! All those tedious, sticky fumblings, in the back seats of cars, while you could only dream of getting out. Getting anywhere - yes? Getting all the way - to the F. B. I.

And you'd hate to think you were common. My, would n't that sting! Well you're far from common, Officer Starling. All you have is the fear of it.

A census taker once tried to test me. I ate his liver with some fava beans and a nice chianti. Fly back to school, little Starling.

I b - bit my wrist so I c - can diiiieeee! S - ee how it bleeeeeeeeds?

I would not have had that happen to you. Discourtesy is - unspeakably ugly to me.

No. But I will make you happy. I'll give you a chance for what you love most, Clarice Starling.

Go to Split City. See Miss Mofet, an old patient of mine. M - O - F - E - T. Now go. Go.

I do n't think Miggs could manage again so soon, even if he is crazy - do you?

His real name is Benjamin Raspail. A former patient of mine, whose romantic attachments ran to, shall we say, the exotic? I did n't kill him, merely tucked him away. Very much as I found him, in that ridiculous car, in his own garage, after he's missed three appointments. You'd have him under `` Missing Person'' - which, in poor Raspail's case, could hardly be more true.

Who can say? Best thing for him, really. His therapy was going nowhere.

And have them clomping about in my life? Oh dear, no. At that time I still had certain private amusements of my own.

How did you feel when you saw him, Clarice? May I call you Clarice?

Do you have something you use, when you need to get up your courage? Memories, tableaux. scenes from your early life?

Jack Crawford is helping your career, is n't he? Apparently he likes you. And you like him, too.

Your first lie to me, Clarice. How sad. Tell me - do you think Crawford wants you, sexually? True, he's much older, but - do you think he visualizes. scenarios, exchanges? Fucking you?

Surely the odd confluence of events has n't escaped you, Clarice. Crawford dangles you before me. Then I give you a bit of help. Do you think it's because I like to look at you, and imagine how good you would taste?

Or does n't this all begin to suggest to you a kind of. negotiation? There's something Crawford can give me, and I want to trade for it. I even wrote to him, offering my help. But he hates me, so he wo n't deal directly.

Punishment, you see. For Miggs. Just like that gospel program. When you leave, they'll turn the volume way up. Chilton does enjoy his petty torments.

I've been in this room for eight years, Clarice. I know they will never, ever let me out while I'm alive. What I want is a view. I want a window where I can see a tree, or even water. I want to be in a federal institution, away from Chilton - and I want a view. I'll give good value for it. Crawford could do that for me, but he wo n't. You persuade him.

Oh, a very naughty boy. Someone you and Jack Crawford are most anxious to meet.

Who is he stalking right now, Clarice? I wonder, do n't you? How many more young women will have to die, before you trade with me?

Would n't you say, Clarice, that for a United States Senator, you're an odd choice of messenger?

That is both impudent and untrue. Tell me, how did you feel when you viewed our Billy's latest effort?

Life's too slippery for books, Clarice. Typhoid and swans came from the same God.

`` Plum Island Animal Disease Research Center.'' Sounds charming.

Terns. If I help you, Clarice, it will be `` turns'' with us, too. Quid pro quo. I tell you things, you tell me things. Not about this case, though - about yourself. Yes or no?

Yes or no, Clarice. Catherine is waiting. Tick - tock, tick - tock.

You're very frank, Clarice. I think - it would be quite something to know you in private life.

The significance of the moth is change. Caterpillar into cocoon into beauty. Billy wants to change, too, Clarice. But there's the problem of his size, you see. Even if he were a woman, he'd have to be a big one.

Clever girl. You're so close to the way you're going to catch him - do you realize that?

After your father's death, you were orphaned. What happened next?

I do n't imagine the answer's on those second - rate shoes, Clarice.

Billy's not a real transsexual, but he thinks he is. He tries to be. He's tried to be a lot of things, I expect.

There are three major centers for transsexual surgery : Johns Hopkins, the University of Minnesota, and Columbus Medical center. I would n't be surprised if Billy has applied for sex reassignment at one or all of them, and been rejected.

The personality inventories would trip him up. Rorschach, Wechsler, House - Tree - Person. He would n't test like a real transsexual.

That's enough, I think. Happy hunting. Oh, and Clarice - next time you will tell me why you ran away. Shall I summarize?

You should try to obtain a list of males rejected from all three gender reassignment centers.

Among those who tried to conceal their past, look for severe childhood disturbances, associated with violence. Possibly you'll find a childhood incarceration. Then go to their personality tests.

Study their drawings, especially. Billy's house drawings will show no happy future. No baby carriage, out in the yard. No pets, no toys, no flowers, no sun.

His females will be more crudely sketched than him males - but he'll compensate by adding exaggerated adornments. jewelry, big breasts. And his tree drawings - oh, his trees will be frightful.

Billy hates his own identity, he always has - and he thinks that makes him a transsexual. But his pathology is a thousand times more savage. He wants to be reborn, Clarice. He will be reborn.

I wo n't waste your time and Catherine's time bargaining for petty privileges. Clarice Starling and that awful Jack Crawford have wasted far too much already. I only pray they have n't doomed the poor girl. Let me help you now, and I'll trust you when it's all over.

Buffalo Bill's real name is William Rubin. I met him just once. He was referred to me in April or May, 1980, by my patient Benjamin Raspail. They were lovers, but Raspail had become very frightened. Apparently Rubin had murdered a transient, and - done things with the skin. He thought if I could cure Billy, then Billy'd be safe from the police, and he's be safe from Billy. Obviously, he was wrong.

Six foot one, strongly built, about 190 pounds. Hair brown, eyes pale blue. He'd be about 35 now. He said he lived in Philadelphia, but may have lied. That's really all I can remember, Senator - but if I think of any more, I'll let you know.

Senator Martin! You ca n't trust Jack Crawford or Clarice Starling. It's such a game with these people. They're determined to get the arrest for themselves. The `` collar,'' I think they say.

How very thoughtful. Or did Crawford send you here for one last wheedle - before you're both booted off the case?

Pity you tried to fool me, is n't it? Pity for poor Catherine. Tick - tock.

I've studied the case file, have you? Everything you need to find him is right in these pages. Whatever his name is.

First principles, Clarice. Simplicity. Read Marcus Aurelius. Of each particular thing, ask : What is it, in itself, what is its nature? What does he do, this man you seek?

What is the first and principal thing he does, what need does he serve by killing?

No, he covets. That's his nature. And how do we begin to covet, Clarice? Do we seek out things to covet? Make an effort to answer.

No. Precisely. We begin by coveting what we see every day. Do n't you feel eyes moving over your body, Clarice? I hardly see how you could n't. And do n't your eyes move over the things you want?

No. It's your turn to tell me, Clarice. You do n't have any more vacations to sell, on Anthrax Island. Why did you run away from that ranch?

We do n't reckon time the same way, Clarice. This is all the time you'll ever have.

I'll listen now. After your father's murder, you were orphaned. You were ten years old. You went to live with cousins, on a sheep and horse ranch in Montana. And -?

Not `` just,'' Clarice. What set you off? You started what time?

You still wake up sometimes, do n't you? Wake up in the dark, with the lambs screaming?

Do you think if you saved Catherine, you could make them stop? Do you think, if Catherine lives, you wo n't wake up in the dark, ever again, to the screaming of the lambs? Do you?

Brave Clarice. Will you let me know if ever the lambs stop screaming?

Then why not take your case file? I wo n't be needing it anymore.

Clarice, does n't this random scattering of sites seem overdone to you? Does n't it seem desperately random - like the elaborations of a bad liar? Ta. Hannibal Lecter.

Billy wants to change, too, Clarice. But there's the problem of his size, you see.

Orion is looking splendid tonight, and Arcturus, the Herdsman, with his flock.

Your lambs are still for now, Clarice, but not forever. You'll have to earn it again and again, this blessed silence. Because it's the plight that drives you, and the plight will never end.

I have no plans to call on you, Clarice, the world being more interesting with you in it. Be sure you extend me the same courtesy.

The grim gothic pile of the asylum looms overhead as Clarice rushes out the front doors . She is badly shaken , almost stumbling , as she rubs at her face . She looks around for , and finally , with some relief , spots - HER CAR an old Pinto , parked nearby . This image begins to BLUR . CLOSE ON her face , fighting tears , as the CAMERA begins to WHIRL AROUND her , almost dizzily . She is seeing , in her mind 's eye - IN FLASHBACK a screen door banging open , on a wooden porch , and a 10 - year old girl - the young Clarice - rushing outside , down the front steps , and running joyfully across her front yard to - MOVING ANGLE - THE GIRL 'S POV a car - late 60 's vintage - parked in the dirt road . A MAN , Clarice 's father , is just climbing out . He 's tall , handsome , and has a marshal 's badge pinned on his dark suit . He grins , seeing her , and spreads his arms wide as . THE YOUNG CLARICE rushes into them , and he sweeps her up in a hug , spinning her around , the CAMERA SPINNING with them , and capturing both their laughing faces , before we abruptly return to - THE ADULT CLARICE alone in the parking lot , sagging against her car . Her face is buried in her arms , she shoulders shaking . SOUND UPCUT - a steady , rapid series of GUNSHOTS , as we

Clarice , in a combat stance , and wearing a sound - muffling headset , is squeezing off ROUND after ROUND at A MOVING TARGET The silhouette of a man , approaching along a track . Her shots , tightly grouped , are all finding the center chest . The target stops , quite close to her , still swaying . Clarice stares at it , deftly working her speedloader . Then she puts a final , emphatic shot right through THE FIGURE 'S FOREHEAD .

CLOSE ON a microfilm monitor - a grainy newsphoto of Dr. Lecter , scrawling past , with an accompanying story -LRB- `` New Horrors in Cannibal Trial '' -RRB- , dated 1980 . Clarice is punching keys on the terminal . Other trainees study at nearby tables . She pauses , jotting a note on her pad , as Ardelia comes by , carrying an armful of books .MOVING ANGLE as Clarice rises , grabbing her notebook , and follows Ardelia past high metal bookstacks .Ardelia stares at her , figures it 's a put - on , laughs .Clarice grins , as Ardelia indicates a phone receiver resting on the check - out desk , then moves on . Clarice picks it up .

Crawford , in a cardigan , sits in a wing chair in the book - lined study of his suburban home . He turns the pages of Clarice 's memo as they talk . His tone is sharp .INTERCUTTINGShe pauses , expecting some soft of approval for her cleverness .ANGLE ON CLARICE as we hear the loud CLICK of Crawford hanging up . She stares at her receiver , stung by his abruptness .She slams her receiver into its cradle . ANGLE ON CRAWFORD as he flips aside her memo , then rises , wearily . He leaves his study , flicking off the lamp , and pads away in his slippers .

A private nurse , in white , stands marking a clipboard chart , as Crawford enters his tidy bedroom .The nurse nods , hands him the chart , and goes . He glances at it , then sets it aside . He crosses to - BELLA CRAWFORD who lies in an elevated hospital bed . Nearby are an oxygen tank and mask , floral arrangements . Her breathing is shallow , very labored . Crawford looks down at his comatose wife for a long moment , tenderly brushes a strand of her hair back into place , then bends over to kiss her forehead . SOUND UPCUT - THUNDER and RAIN .

An orange neon sign , streaked with rain , identifies out location . It looms over a hurricane fence , topped with barbed wire . Inside , row on row of garage - sized , cinderblock sheds .

Unit 31 was leased for ten years. Pre - paid in full. The contract is in the name of `` Miss Hester Mofet.''

Not to my knowledge. Privacy is a great concern to my customers. But, if you say this is an FBI matter.

Might I suggest tucking your pants into your socks? To prevent mouse intrusion.

Clarice , kneeling before a closed , roll - up metal door , takes a FLASH photo of its sealed padlock . EVERETT YOW , a fat , 60ish Chinaman , holds an umbrella over them both . He looks unhappy .She opens the padlock , using a fat ring of tagged keys , then sets aside both keys and lock .Slinging her camera over a shoulder , she tugs at the handle , but the door wo n't budge . Another tug , harder - no good . Mr. Yow stoops to help , puffing hard , but it 's firmly stuck . He sighs .Clarice crosses to her Pinto , which faces the shed , reaches in to turn on her headlights . Mr. Yow blinks in the sudden brightness . Then she opens her truck , rummaging inside , and returns with a bumper jack , a flashlight , and a rubber floor mat .She gives him her flashlight and camera , drops the mat on the ground , then sets the bumper jack in place , under the center of the door . She pumps on the jack handle as the door SQUEALS slowly up , but it wo n't go higher than about 18 inches , despite all her exertions . She spreads out the rubber mat on the cement , takes the flashlight from Mr. Yow , then lies on the mat .

Clarice , backlit , peers under the door . She reaches in , makes a sweep with her flashlight . We catch shadowy outlines - boxes , then the flattened tires of a car . SOUND of rain on the tin roof , and other noises , too - small RUSTLINGS . Mr. Yow 's chubby face appears down beside Clarice 's .Clarice turns onto her back , starts squirming under the door .

Clarice pulls her head back out again , reaching to take her camera from him . She hands him a card , trying to appear nonchalant .

Clarice squirms , on her back , through the narrow opening . As she squeezes all the way in , she snags one thigh on the metal edge of the door . She curses softly , shining her flashlight on her ripped khakis - there 's a small streak of blood .She shines her light around . In its narrow beam , we see - CLARICE 'S POV - UPWARD , SHIFTING spiderwebs , everywhere . high stacks of cardboard boxes . a few dusty pieces of furniture . the big car , oddly long and tall , covered with a tarp . Suddenly there 's a scurrying of loud MUSICAL NOTES . Clarice turns , scared , her beam capturing . an old upright piano .Clarice crawls a bit further . There 's hardly room to stand , but she finally manages to wriggle upright , clawing away cobwebs , next to the car . Holding her light under one arm , she takes several FLASH photos of the shed 's interior , ending with the car . Then , slinging her camera over the shoulder , she folds back the tarp , resting it on the roof . The resulting clouds of dust make her cough . THE CAR is an antique beauty , a 1931 Packard . It 's very dusty , despite the tarp . Curtains close off the back passenger compartment , but there 's a narrow gap in them . More mousy RUSTLINGS . CLARICE peers in through the gap , aiming her flashlight . HER POV - SHIFTING as the thin flashlight beam picks out : the broad back seat . as open album of lacy , old - fashioned Valentines . a crumpled lap rug , on the floor . and then a pair of women 's shiny , high - heeled pumps . Above these , the hem of a fancy satin evening gown - and a pair of pale , stockinged legs . Clarice recoils , alarmed , then steadies herself .She leans down with her camera , takes a FLASH through the gap , then tries the door handle . Locked . So is the front door . She looks around , aiming her light , and locates a tangle of coat - hangers , sticking out of a carton of bric - a - brac . She pulls out one of these , straightens it quickly , bends the tip into a hook . CLOSE ANGLE as she jams this tool inside the join at the top of the back passenger window , then fishes around till she can snag the inside door latch , pulling up . A satisfying CLICK . Clarice opens the door - it hits stacked boxes , and wo n't open far - then very cautiously leans inside , aiming her flashlight . HER POV - MOVING LIGHT BEAM revealing more of the evening gown . a pair of hands , in white , elbow - length gloves - one rests on the lap , the other atop a large , beaded , drawstring evening bag . thick strands of costume pearls over the breasts . and finally the white neck stub of a female mannequin . No face or head . CLARICE sighs with relief . She takes a couple more FLASHES , then very carefully lifts out the Valentine album , holding it by the corners , and setting it atop the car . Then she eases herself inside , onto the back seat , as the springs SQUEAK loudly . ONE GLOVED HAND slides off the lap , brushing Clarice 's thigh . Clarice starts a bit , then pokes at the gloved arm , hard . She peels back a bit of glove , revealing the white , synthetic elbow . She smiles , shaking her head at her own jumpiness , as she reaches over the mannequin 's lap to loosen the evening bag 's drawstring . A SEVERED HUMAN HEAD stares back at her , as the beaded material slides away . Clarice lurches back , gasping loudly , and several long , heart - pounding moments pass before she can make herself look more closely . The head bobs gently in a pool of alcohol , in a laboratory specimen jar . It is a man 's head , but grotesquely transformed , by the addition of heavy makeup , earrings , and a sodden wig , into a woman 's face . Over the years the makeup has smeared badly , and the pupils have gone almost milky white . CLARICE staring at this terrible thing , is pleased to find herself quickly regaining control . She murmurs to herself .

A loud clap of THUNDER , as a flash of LIGHTNING illuminates the eerie towers and barred windows of the asylum . MOVING ANGLE on Clarice as she climbs from her car , runs through heavy rain towards the main entrance , where a guard admits her .

On a noiseless TV screen , an evangelist rants , waving his arms . Behind him , a swaying choir in gaudy robes .PAN TO Clarice , with her wet hair plastered flat , sitting on the corridor floor to one side of this TV , which has been stationed so that Dr. Lecter can not avoid seeing it .HER POV he 's lost in shadows ; we ca n't see him . He does n't respond . CUTTING BETWEEN THEM Clarice and the darkened call - as she tries again .The food carrier suddenly SWISHES out of the cell , making her jump up . In its tray is a clean , folded white towel . She hesitates , then crosses , takes this .She sits again , rubbing her wet hair . When he finally speaks , he 's on the floor , too - a deeper , hunching darkness in the shadows , occasionally striped by the flickering TV light .Dr. Lecter slowly turns up the rheostat in his cell . As his lights rise , we see that the cell 's been stripped bare . Gone are his books , drawings , mattress - even his toilet seat . She stands , too , startled . They face each other .But Dr. Lecter only smiles , enigmatically .As Clarice stares at him , unsure how to respond -

CATHERINE MARTIN takes a long toke from a bong pipe . She is 21 , a tall , big - boned , rather fleshy girl with long brown fair . Her head is on the lap of her boyfriend , CODY ; they 're sprawled on a couch in the den of her well - furnished apartment . The TV in on , with low SOUND .He starts to rise , but she pushes him back .She rises , goes out the front door .

This stuff's givin' me the munchies. Where's that bag of popcorn?

Mister. my family will pay cash. Whatever ransom you're askin' for, they -

Mister, if you let me go, I wo n't press charges, I promise. You've only had me here a couple days, and -

Is that all? See - see, my mom is a real important woman. Well, I guess you already know that. She'll pay you, no questions asked. Whatever cause you represent - Iran, Palestine - she'll see that -

Get my legs round your neck, you goddamn creep, I'll send you home to Jesus.

Preeeeecious! C'mon, boy, nice yummy bone. c'mon, you little shit.

Get me a telephone. Lower it down to me. Do it now, mister! I do n't want to have to hurt this little dog.

You shoot motherfucker you better kill me quick or I'll break her fucking neck, I swear to God!

That's better. Now get me a live telephone. Get a long extension and lower is down here. And you better do it fast, too,'cause I think her leg's broken. She's in pain, mister, she needs a vet.

NOOOOO! You fucking bitch do n't you LEAVE ME down here, DO N'T YOU - YOU

Catherine straightens , with her bag of groceries , shutting her car 's back door . She sees , a short distance away - A MAN standing at the open rear door of a brown panel truck . His right forearm is in a cast and sling ; he is struggling , unsuccessfully , to hoist an armchair into the truck . Parked nearby , other cars , RVs , a boat on a trailer . A thin , breast - high fog fills the lot ; arc lights make yellow pools . Catherine hesitates , then crosses towards the man .His voice is odd , strained , very soft . A fog lamp , set on end on the ground , distorts his features from below . We ca n't get a good glimpse of his face , but his body is plump , above average height ; he 's in his mid 30 's . She sets down the bag , then together they easily lift the chair into the truck .

He climbs inside the truck , ducking under a small hand winch , and grabs the chair . She hesitates again , but climbs in after him ; together they slide the chair forward , behind the seats .Suddenly , in the shadowy dark , he clubs her over the back of her head with his cast . She moans , slumps unconscious , sliding off the armchair to lie on her stomach . He pulls off his cast and sling , tosses them aside , then hops out of the truck , grabs his lamp , climbs back inside , and pulls the door shut . He bends over her face with the lamp . We hear her shallow BREATHING .He peels back the collar of her blouse , reading the size tag .He carefully slits her blouse up the back , with a pair of bandage scissors , peeling apart the two halves . There 's no bra strap . He strokes her bare skin delicately , very happily .

LOW ANGLE - CLOSE - on Catherine 's grocery bag , as her blouse is tossed out beside it . SOUND of the truck 's motor starting . The truck backs up , one rear wheel knocking over the bag , partly squashing it . Then is drives away , taillights shrinking , as a lone orange rolls slowly away from the bag .

CLOSE ON a large video screen , where a BLURRY image gradually sharpens , resolving into two separate pieces of fabric .Clarice sits at a long table , with other trainees . Ardelia is beside her . Other tables and students in the background . Each trainee has his own microscope . Clarice is tired , but straightens , hearing -ON THE SCREEN successively CLOSER VIEWS of the cut fabric edges , until we are seeing individual threads , big as tree limbs . The cuts match .ANGLE ON THE DOOR as John Brigham , the gunnery instructor , sticks his head in .

Electron microscopy reveals fiber `` signatures'' that are nearly as distinct as fingerprints.

Both of these blouses were worn by victims of Buffalo Bill. They were found in two different states, and four months apart. He always slits them up the back, like a funeral suit.

The bunching you see - this compression - is characteristic of scissor cuts, rather than a single blade. And, as you see - Bill always uses the same pair.

Clarice and Brigham walk briskly down the hall , passing other trainees . He carries a small canvas bag .

Brigham steers as they pass hangars , parked planes , an airstrip . Clarice holds a big fingerprint kit and a weekend bag .Clarice absorbs this in silence as they stop near an ancient , rather dilapidated Beechcraft . Its door is open , the twin props and beacons already turning . Brigham turns to her , holding out his small canvas bag .Clarice opens the bag , stares at the big blue gun nestled in its shoulder holster . She looks up at him , touched .She nods , climbs out . Then she looks back in at him . They 're both moved by this rite of passage , but a little embarrassed .

CLARICE 'S POV - Out the plane 's window , at the landscape far below . Wisps of cloud , a quilt of farms . Clarice turns from the window , looks at a think folder in her lap . The cover reads `` Case File : / BUFFALO BILL . '' Clarice is moody , distracted . She hesitates , then opens the file , begins to scan . INSERTS - HER POV Police forms , some handwritten . Typed lab reports ; we catch words , phrases : `` Autopsy Protocols '' , `` Histamine Analysis '' . Grainy enlargements of bullet slugs , showing matched grooves . And then a stack of victim photos . The first one , taken from a good distance away , shows a nude female body , face down on a pebbly riverbank , surrounded by bits of litter . Clarice hesitates again , then flips this photo to look at the next . It makes her flinch , just slightly . Quickly she turns through several more photographs , trying hard to concentrate .NEW ANGLE shows Crawford standing over her , swaying with the plane 's motion . Behind him , the open cockpit door , the pilot 's back . Crawford sits , removing sunglasses . He rubs his eyes .The pilot adjusts a valve . Crawford turns to her again .A COLOR PHOTO - IN CLARICE 'S HANDS shows a pretty , plump - cheeked brunette , in her high school graduation cap and gown . She smiles at us with touching optimism .NEW ANGLE as Clarice stares at the girl 's face , moved . Crawford pulls a map from the file , spreads it out . It shows the central and eastern U.S. , with widely - spaced , hand - drawn markings .

Crawford steers , following a highway patrol car along a winding mountain road . Clarice has the file open on her lap . He glances at her , inscrutable behind his sunglasses .He studies her a few moments , measuring her anger .A shadow of regret passes over his face , but he answers sternly .She starts to answer , then is silent . He is right . By now the two cars are entering a tidy little town - tree - lined streets , wooden houses , one - story shops , mountains in the background . They slow , turn .Clarice nods , silently ; it 's as close to an apology as she 's likely to get . She stares out the windshield . JUST AHEAD OF THEM the highway patrol cruiser noses into a curb , next to other police cars , facing a big white frame house . Its sign reads `` Potter Funeral Home . '' Two troopers climb from the car . Crawford parks too , then kills the engine . He turns to her , removing his sunglasses , gestures to the case file .One of the troopers , impassive in his sunglasses and hat , peers in through Crawford 's window . Crawford nods to him , then turns back to Clarice .

SOUND of organ music , as Clarice , carrying her fingerprint kit , mounts some steps to the sidewalk . She stops , seeing - COUNTRY PEOPLE in their somber best , filing into the mortuary for a service . The music - `` Shall We Gather At The River ? '' - is issuing from the open double doors . Several of the mourners glance over at her curiously . ANGLE ON CLARICE staring back at the mourners , hearing the music , as a sense memory is triggered in her . IN FLASHBACK - LOW ANGLE , MOVING as we approach , down the aisle of a country chapel , an open wooden coffin . Sad country faces turn , looking at us from the flanking pews . The b.g. organ hymn is `` Shall We Gather ? '' THE SAD , 10 YEAR - OLD CLARICE in her best dress , is reluctantly approaching the casket . Her hands are held by the plump hands of unseen matrons . CHILD 'S POV on the looming coffin . closer and closer . until finally she can see , lying inside it . her dead father , arms folded , his marshal 's badge still pinned to his lapel .NEW ANGLE -LRB- PRESENT DAY -RRB- as the grownup Clarice turns towards the impatient Crawford . Like her , he carries a large case .

A young deputy , several state troopers , and a SHERIFF are all waiting , as Crawford and Clarice enter . The dim , cluttered corridor doubles as storage space - there 's a treadle sewing machine , a soft - drink machine , a tricycle . The MUSIC is closer . Crawford shakes hands with the sheriff .He casts a sidelong , unhappy glance at Clarice .He indicates Clarice with his eyes . The sheriff hesitates , nods , then lets Crawford guide him into a small office , closing the door behind them . Muffled WORDS from there . CLARICE burning at this slight , is left alone with the troopers , who peek at her with shy curiosity . She pulls her blazer a bit tighter , self - conscious about her bulging shoulder holster . ANGLE ON THE OFFICE DOOR as , after a few more moments , the sheriff and Crawford emerge . The sheriff , still not very happy , addresses his deputy .

I did n't call you. That was somebody from the state attorney's office. ` For you do a thing else, I'm gon' find out if this girl's local. It could just be somethin' that outside elements has dumped on us.

I do n't even know you, Mister. Now we'll extend you ever courtesy, just soon as we can, but for right now -

Oscar, run fetch Dr. Akin from the chapel. And tell Lamar to come on when he's done playin' that music.

Crawford , in one corner of the room , has set up a Litton Policefax fingerprint transmitter . SOUND of many men 's low voices , in background . He is on the phone , and has to speak loudly .He looks around , frustrated by the noisy circus atmosphere . CLARICE is pulling on a pair of surgical gloves . She raises her voice , turning up her natural accent by several notches .WIDER ANGLE as we see that the small room is very crowded with deputies and troopers . They gradually fall silent , looking at her .The men look at one another , a little bashfully , then begin to to file out , whispering among themselves . As they go , a bright green body bag is REVEALED , tightly zipped , lying on a porcelain embalming table . It is almost the only modern object in this Victorian room , with its glass - paned cabinets and faded wallpaper , decorated with cabbage roses . FAVORING CRAWFORD as he looks at Clarice with a new degree of respect . Men brush by him , till finally only two are left : DR. AKIN , a family g.p. , and LAMAR , a lean , whiskey - reddened mortician . SOUND of the door closing . Lamar dabs around his nostrils with Vicks VapoRub .CLARICE at a side counter , has turned back to her open fingerprint kit . She is lifting out a camera when she hears the ZIPPER of the body bag being slowly opened , behind her . One gloved hand flies to her mouth as she reacts , involuntarily , to the sudden smell . She blinks at her reflection in the cabinet glass , then steels herself to turn , look at the corpse .She steadies herself by raising her camera , takes a FLASH photo . LOW ANGLE - LOOKING UP , FROM BENEATH TABLE as Dr. Akin gently lifts aside one of the dead girl 's arms . A piece of fishing line , with multiple hooks , is still snagged around it , dangling . Crawford leans in for a closer look .He leaves , and Clarice leans INTO SHOT , taking another photo .CLOSE ANGLE on the calf of one of the girl 's legs , as Clarice trails the inside of her bare wrist along the skin .UPWARD ANGLE AGAIN as Lamar joins them for a closer look .She takes another FLASH , then quickly reloads film .Crawford and Lamar both look at her curiously .SIDE ANGLE - CLOSE ON THE DEAD GIRL 'S FACE staring blue eyes , short reddish hair . Clarice sets the Polaroid , with its special attachments , against the face , while Lamar gently retracts the lips . Each time the camera FLASHES , there 's a bright glow inside the cheeks . NEW ANGLE - CHEST HIGH as Clarice examines a developing print .She hands the print to Crawford ; he and Lamar look at it , as she searches in her kit .Clarice holds up a pair of forceps . She glances at Crawford , who nods . She bends over , partially OUT OF SHOT , and after a few moments reappears , holding up a small , brown cylindrical object . She turns this in the air , as they all stare .Clarice and Crawford exchange a glance .SOUND of the men 's heavy efforts as they turn over the body , off screen . She seals the jar , staring into it at the cocoon .She turns to look . HER POV low on the corpse 's back , over the shoulders , two neat , triangular patches of skin are missing . NEW ANGLE - TWO SHOT as Clarice looks at Crawford .Clarice raises her camera , leans in for another FLASH .

Wrongful death. She'll have to go to the state pathologist at Claxton when you're done.

I better - get on back for the rest of that service. Lamar'll help you.

Them fishhooks are set too close together. No wonder the Franklin boys was scared to say they found her.

When a body comes out of the water, alots of times there's like, leaves and things in the mouth.

Nawsir, that's a bug cocoon. But how come that to get way down in there? ` Less somebody shoved it in.

Yessir, I will. Clarice takes a jar from her kit, carefully drops the cocoon inside.

No, hold it under your chin, there, and on your temples. Cold'll make you feel better. It does me.

Clarice sits outside , with her head on her knees , drained . She looks up wanly as Lamar appears , offers her a can of Coke .She smiles , touched , and takes the can . When Lamar sees Crawford coming outside , he tactfully departs . Crawford sits beside her ; there 's a brief silence . She soothes herself with the can .She looks at him a moment , then offers the can . He opens it .He looks at her for a moment , then sips again .

A shadowy male figure looks down at us , leaning over the edge of a deep hole . He holds a little white poodle in his arms , stroking it . This is MR. GUMB , aka `` Buffalo Bill . ''CATHERINE MARTIN looks up at him . She is standing on the cement bottom of the pit , or oubliette , about 15 feet below floor level . The pit is bare , except for a futon and a plastic toilet bucket , from which a thin string rises up to the basement . She 's soaking wet , in an orange jumpsuit , and holds a squeeze bottle of skin lotion . She struggles to sound calm .REVERSE ANGLE - UP TOWARDS MR. GUMBThe little dog squirms in his arms , BARKING excitedly .SIDE ANGLE - AT PIT BOTTOM as Catherine kneels , turning slightly away from him .She unzips her jumpsuit , part - way , then squeezes some of the lotion onto a palm . She reaches inside her suit , rubs it on .A sudden blinding glare of light silences her . She looks up , shielding her eyes . HER POV a floodlamp is descending , attached to a small basket .NEW ANGLE - CATHERINE as the basket stops , and she steadies it . But as she slips the bottle in , she sees something , O.S. , just at the fringe of the light . She hesitates , looks closer . then begins to scream , hysterically , again and again . Her outflung hand hits the lamp , and in its swaying glare , we see - high on the concrete walls , all around her - BLOODY FINGER TRACKS dried now , brownish - left by many pairs of frenzied hands .

Put the bottle in the basket. No funny business, or you'll be sorry.

You think she's in pain? You do n't know what pain is. But you're going to find out.

No. Wait. Was she a great, fat person? I may have seen her, I'm not sure.

Mrs. Lippman had a son, maybe he could help you. I have his card somewhere. Do you mind stepping inside, while I looks for it?

No, nothing at all. Has the FBI learned something? Because the police here do n't seem to have the first clue.

Clarice is at her desk , exercising her right hand with the grip flexer , while simultaneously studying a thick law book . Ardelia sticks her head in the door , excited .

CLOSE ON a TV screen , filled with a photo of Catherine Martin .The photo disappears , replaced by the TV ANCHOR himself .CLARICE looks at Ardelia , surprised . Other trainees are drifting into the rec room , some whispering among themselves . Clarice stares back at the TV intently .BACK ON THE TV ANCHORSENATOR MARTIN -LRB- TV FOOTAGE -RRB- fills the screen , in a halo of lens flare , as she speaks to a jostling crowd of reporters on the front steps of her Georgetown home . A tall woman , late 40 's , with a strong , taut face .Clarice is moved by what she sees . Other trainees are all around her .ON THE TV AGAINNEW FOOTAGE as we see -LRB- NIGHT , TELEPHOTO -RRB- - a taped - off section of Catherine 's parking lot . Technicians , with instruments , are kneeling by the crushed grocery bag .MOVING ANGLE -LRB- STILL TV FOOTAGE -RRB- as Jack Crawford is seen striding towards the front door of Catherine 's apartment , followed by Burroughs and other agents . One of them moves quickly towards the CAMERA , waving it back . REC ROOM ANGLE - FAVORING ARDELIA as the other trainees send up a brief , ironic cheer . But Ardelia turns sympathetically towards the troubled Clarice .

was listed at first simply as a missing person, but is now believed to have been kidnapped by the serial killer known only as `` Buffalo Bill.''

Memphis Police sources indicate that the missing girl's blouse has been identified, sliced up the back, in what has become a kind of grim calling card. Young Catherine Martin, as we've said, is the only daughter of U.S. Senator Ruth Martin -

the Republican junior senator from Tennessee. And while her kidnapping is not at this point considered to be politically motivated, nevertheless it has stirred the government -

to its highest levels, the president himself being said to be, and I quote, `` intensely concerned.'' Just moments ago, Senator Martin made this dramatic personal plea.

I'm speaking now to the person who is holding my daughter. Her name is Catherine. You have the power to let Catherine go, unharmed. She's very gentle and kind - talk to her and you'll see. Her name is Catherine.

You have a chance to show the whole world that you can be merciful, as well as strong. Please - I beg you - release my Catherine.

Meanwhile. in Memphis, the investigation continued throughout the night, as state and local authorities were joined at the kidnap scene by agents of the FBI.

Dr. Lecter, I've brought an affidavit guaranteeing your new rights. You'll want to read it before I sign.

Miss Starling, you may know the Deputy Attorney General, Mr. Krendler. Paul, this is the trainee that Jack Crawford sent to Lecter. She lied to him, pretending to have my authority, and thus jeopardized this entire investigation. Now she has the further gall to invade my daughter's privacy, again without permission. If her little games have killed my baby.

The massive Victorian building looms over Constitution Avenue . Clarice quickly mounts the steps , carrying a small plastic box .

Clarice , now accompanied by a museum guard , walks through an eerie landscape of dinosaur bones - crouching skeletons with blank eye sockets , gaping fangs .

CLOSE ON an live , enormous , rhinoceros beetle , as it weaves its clumsy way among the men on a chessboard , before finally stepping off the edge , onto a lettuce leaf .WIDER ANGLE shows two entomologists , both 30ish , hunched over the board . RODEN is a pudgy redhead ; PILCHER is lean , quite handsome .They look up , delighted to see Clarice in the doorway . Both men are hopelessly smitten by her .

I'm the one who found his perforating proboscis! Are you wearing a gun, right now?

The whole trick is to remove the chrysalis without destroying it. The wings are just like wet tissue paper.

West Virginia. Baltimore. Officer Starling, meet Mister Acherontia Styx.

Your West Virginia specimen gave us quite a bit of trouble, but I finally managed to narrow his species through chaetaxy - studying the skin.

Ever get out for cheeseburgers and beer? The amusing house wine?

The Latin name comes from two rivers in Hell. Your man - he drops these girls into rivers, every time. Did n't I read that?

They live in Malaysia. In this country, they'd have to be specially raised, from imported eggs.

MOVING ANGLE as Clarice and the two men go briskly down a hall lined with mounted insects , in all shapes and sizes . Roden peers at Clarice 's new cocoon , in its box .

VERY CLOSE -LRB- MAGNIFICATION -RRB- on the sliced cocoon , as Roden uses tweezers and a dental probe to ease out the sodden chrysalis .THE TWO MEN are hunched over a formica table , peering through square magnifiers into stainless trays . Clarice watches curiously . Of their two specimens , Pilcher 's moth is in much better condition - a big brown creature , its wings outspread on towel paper .He looks up at her , shyly . A little moment passes between them , before Roden straightens , exultant .He moves aside for Clarice to get a closer look at Pilcher 's specimen . She leans forward , intently . HER POV -LRB- MAGNIFICATION -RRB- the wide , furry , brown back of the moth . And there , right between the wing bases - wonderful and terrible to see - is nature 's perfect reproduction of a ghostly human skull .FAVORING CLARICE as she looks up at him , awed , excited , almost trembling .As the two men stare at her , puzzled , we hear a SOUND UPCUT - the wail of police SIRENS - and .

An awesome armada of police vehicles swings through an intersection , while normal traffic is held back by highway patrol cruisers . The lead cars turn off , hit the entrance ramp to the freeway - SIRENS going , tires SQUEALING , red flashers . CLOSER ANGLE on a speeding surveillance van , with long antennas and a small satellite dish , near the head of the motorcade .

The van is crammed with an impressive array of hi - tech equipment , all CLICKING and HUMMING . Burroughs is talking quietly on a scrambler phone , while another agent works a computer .CLARICE AND CRAWFORD sit in swivel seats at the rear , by a big window . Clarice ca n't resit an occasional peak at the trailing motorcade , awed and a bit thrilled to be the center of so much attention .Clarice looks at him , surprised .

Chilton approaches , walking briskly down a corridor in the administration wing . He looks quite agitated .Chilton falls into step beside Clarice , who has her briefcase . He points his gold pen at her accusingly .She stares at him , with pity and distaste , till he lets go .She walks away , leaving him speechless with frustration and hostility . He clicks his pen , watching her go .

Dr. Lecter sits at his table , languidly sketching with charcoal on butcher paper . He uses his own hand and forearm as a model . His other drawings , books , and bedding have been restored .Clarice , sitting again at the desk - chair , is taking papers from her briefcase .Clarice looks down at her papers , taking a moment to collect her thoughts . She looks up at him again , evenly .He is silent . She rises , moves closer , carrying papers .His face remains neutral . She puts the papers in his food tray .A measured beat , before he rises smoothly , crosses , and looks down at the papers , without touching them .She looks at him . A beat . They are standing uncomfortably close .Clarice can not bear the feverish excitement in his eyes . She looks past him , hesitating again .Suddenly Dr. Lecter snarls , loudly , stretching . Clarice take a sharp step backwards before he smiles , turning his movement into an elaborate yawn . He gathers the papers from his tray .

VERY CLOSE ON a cocoon , split along its back , as a living Death 's - head Moth wriggles torturously free . Trembling and damp , the new creature clings to a sprig of nightshade .PULLING BACK we see a big wire cage , holding several of the moths . They crawl over the humus floor or feed at honeycombs , wings pumping lazily . In the distant background , the incongruous SOUND of show music .CONTINUOUS MOVING ANGLE at about knee level , as we leave the cage , and begin to TRAVEL through this eerie , dimly - lit warren of a cellar . As we go - occasionally TURNING corners , or skirting the dark openings of unexplored passages - various objects loom briefly INTO VIEW , overhead - a stainless - steel work table . a big sink . jars of chemicals . neat racks of gleaming knives .We pass a row of female mannequins , some nude , some wearing colorful leather jackets , designer knockoffs , in various stages of completion . then a huge maroon armoire , in Chinese lacquer ; its double doors are slightly ajar . The jaunty background . MUSIC is growing even louder : Fats Waller singing `` Bye Bye Baby . '' And now we hear something else , too - the rapid CLICKING of a sewing machine .We TURN another corner , and there is Mr. Gumb himself . As we APPROACH , his wide back is to us ; he 's hunched over an old - fashioned sewing machine , humming cheerfully , and working a piece of material that we mercifully can not see . A female wig rests near him on a head form . He wears a hairnet and a beautiful kimono , and pumps the treadle with his bare feet .Next to Mr. Gumb is an antique phonograph - source of the MUSIC . His little dog , Precious , perches by his plump ankles . As we PASS Mr. Gumb , Precious scurries away from him , panting happily , and we FOLLOW the little dog down another corridor , the music starting to fade behind us .At the end of this final corridor , the cellar widens into a low - ceilinged chamber , with two additional doorways , and in the center of this is the gaping circle of the oubliette . Precious sniffs her way over to the edge - excited , tail wagging - than BARKS happily as we hear a hoarse , ghostly moan from below .

MOVING ANGLE - CLOSE ON Dr. Lecter 's slippered feet , which rest on the shelf of a rolling hand truck . RISING along his tilted form , we see that his ankles are linked by steel restraints . his legs , waist , upper torso , and arms are bound by heavy canvas webbing . beneath the webbing is a strait - jacket . and over his face is a hockey mask .WIDER ANGLE shows that Dr. Lecter , on the handtruck , is being pushed down his corridor by Barney , and back into his open cell .

Chilton lounges on Dr. Lecter 's cot , casually reading his large stack of private correspondence , and making notations with his gold pen on a little pad . Another orderly mops the floor .Barney props the hand truck into position , then both orderlies go . Chilton finishes another letter , sighs happily .Tossing letters onto the cot , he rises , crosses out into the corridor , and bends to remove a small tape recorder from underneath Clarice 's desk . He waggles it triumphantly at Dr. Lecter .SIDE ANGLE - TWO SHOT as Chilton , back in the cell , leans tauntingly close to the front of Dr. Lecter 's mask .CLOSE ON Dr. Lecter 's glittering eyes , behind their slits .DR. LECTER 'S POV -LRB- FRAMED BY EYE - SLITS -RRB- first looking at Chilton 's moving lips . then LOWERING to his soft , white , inviting throat .FAVORING CHILTON as he sits chummily on the table .CLOSE AGAIN ON DR. LECTER 'S EYES as they shift restlessly , away from Chilton - then suddenly lock onto something . They widen with interest .DR. LECTER 'S POV - EXTREME CLOSEUP On the cot , carelessly left there , lying half - hidden under the letters and the rumpled sheet . is Chilton 's gold pen .BACK ON DR. LECTER as he stares a moment longer at the pen , then shifts his eyes towards Chilton . We can almost hear his brain clicking .A beat . Dr. Lecter is silent . Chilton sticks his face INTO SHOT , almost intimately close to the mask . He is agitated .

MOVING ANGLE - as the very impatient Crawford , clutching a folder , strides down a hall beside DR. DANIELSON - early 50 's , severe , in a lab coat . Nurses , doctors , glance as they pass .Danielson enters a cramped , stainless steel nurse 's gallery , with Crawford following , and pours himself a cup of coffee .He takes a black & white photo from his folder , slaps it down in front of Danielson . From our angle , we ca n't see it clearly .Burroughs sticks his head in , looking for Crawford .Burroughs hurriedly retreats . Crawford strains for patience .

I'm not having a witch hunt here, Mr. Crawford! Our patients are decent, non - violent people with a real problem.

Examination and interview materials are confidential. We've never violated an applicant's trust, and we never will.

That's a childish, bullying stunt, Mr. Crawford. I was a battlefield surgeon, so you can put away your picture.

I doubt very much that the FBI or any other government agency can keep a secret, Mr. Crawford. Truth will out. And then what? Will you give Johns Hopkins a new identity? Put a big pair of sunglasses on this building, and a funny nose?

It may be that - I could confer with my colleagues on this. And get back to you.

Crawford is on the scrambler phone . Burroughs watches silently .

HAYDEN BURKE , the FBI Director , swivels in his big chair . Lean , late 40 's , very distinguished . His desk is flanked by flags .Listening to the answer , he looks uncomfortably across his desk at PAUL KRENDLER , the Deputy Attorney General - 40 , very tanned , modish haircut . Krendler is irritable , impatient .

Already airborne for Memphis. Senator Martin's meeting him at the airport.

Jack - did you make some sort of promise to Lecter, in the Senator's name?

We're going to have to talk about this, Jack. The Senator's mad as hell. Paul Krendler's over here from Justice, she's asking him to take charge in Memphis. I know that. But you're still in command of the task force, and Lecter's plane can still be ordered back. It's your call, Jack - but I want it now.

Congratulations! You are now officers of the Federal Bureau of Investigation.

Burroughs starts to make an objection , but Crawford stills him with a hand motion . He is taut , frustrated . Long pause .

Clarice opens her door , stares out at Crawford . She 's just slipping on her blazer , over her shoulder holster . She 's furious .

MOVING ANGLE on Clarice and Crawford , as they walk along a sidewalk , sipping from paper cups . The surveillance van trails them slowly , radios CRACKLING .He looks at her steadily , then nods . They walk on .She smiles at this acknowledgment ; he never thought she 's quit .

CLOSE ON Dr. Lecter . Behind his mask , the alert , searching eyes .OFFICERS PEMBRY AND BOYLE two sturdy , well - armed , veteran prison guards - are checking Dr. Lecter 's restraints with clever , careful fingers .The officers turn away , Boyle signing a clipboarded form .NEW ANGLE - WIDER as we see that we 're in a vast , dusty hangar . Parked to one side : an EMS ambulance and four highway patrol cruisers ; a dozen troopers stand quietly chatting and smoking over there . Prentiss is pacing impatiently , casting anxious glances towards the open hanger doorway .Chilton instinctively pats his shirt pocket for his gold pen ; it 's gone . He searches other pockets , with growing unhappiness .TWO BLACK STRETCH LIMOUSINES glide smoothly into the hangar , stop . Secret Service agents pour out of the lead car , form a cordon . A driver opens the rear door of the second car , and Krendler steps out , followed by the Senator 's assistant , with a briefcase , followed , as last , by the Senator herself . Barely glancing around , she strides towards Lecter . NEW ANGLE - DR. LECTER AND SEN. MARTIN as she stops , struck by the bizarre spectacle of his restraints . The others instinctively keep a distance , but Chilton , with theatrical relish , unstraps and removes Dr. Lecter 's mask .They stare at one another for a long moment : the Senator tense , almost haggard , the madman with his unearthly poise .He assistant unsnaps his briefcase , reaches for the form .Krendler raises a pad , poised to take notes .He flicks his tongue obscenely .The Senator stills him with a hand . She is trembling .They start towards the car , but he calls out , stopping her .

Welcome to Memphis, Dr. Lecter. I'm Officer Boyle, this is Officer Pembry. We aim to treat you just as nice as you treat us. Act like a gentlemen, you'll get three hots and a cot.

But we ai n't pussy - footin' with you, buddy ruff. You get cute, try to bite somebody? - we'll tie your asshole in a knot. You savvy?

Shit, he's just an ol' broke - dick. Wo n't be no trouble as all if he do n't flip out.

If you'll please sign right here, sir, we'll have us a legal transfer.

What you reckon he'll want for breakfast - some fuckin' thing from the zoo?

You're out of line, Starling, and you're off this case. Back to Quantico.

Your instructions are what I'm giving you now. Jack Crawford answers to the Director, and the Director answers to me. My God, Crawford's losing it! He should n't even be on this, with his wife sick as she is. How the hell did you get in here, anyway? He gave you - what? Some kind of special ID? Let's have it.

Gun. Jesus. Turn in the ID as soon as you get back. The gun, too. Be on the next plane, Starling, there's one in 90 minutes.

He gave us a perfectly good description, and we're on it now, so we wo n't be needing your little novelty act any longer - or his, either. He's under close guard at the courthouse, pending a prison transfer. The next plane, Officer.

Do you need a police escort, Starling? Or do you think you can find the airport by yourself?

The market in Lecter hints is way down, today, okay? I've got two good men dead in Memphis, and three civilians. I've got -

- a U.S. Senator who's half out of her head because her daughter's going to be murdered today! And all because of your mind games with fucking Lecter!

CLOSE ON scraps of food - peas , chicken bones - lying on the cement floor of the pit , near the foil tray of a TV dinner .CATHERINE is hunched over in concentration . The plastic toilet bucket is on her lap , and she has yanked down its cotton string .HER FINGERS are tying a chicken bone to the bucket 's handle , where it meets the string . The other end of the string is tied to her wrist . SHE STANDS gathers the coiled string in one hand , and swings the bucket by its handle , calculating this distance up to the basement floor .She hurls the bucket upwards . AT THE LIP OF THE OUBLIETTE the bucket sails out , bounces LOUDLY , then falls back inside . ANGLE ON THE DOG , PRECIOUS who is elsewhere in the basement , worrying a toy . She cocks an ear , making a low GROWL , then sets off to investigate . DOWN IN THE PIT Catherine swings the bucket again , trying another cast . THE BUCKET LANDS two feet beyond the pit 's edge , rolls a bit , stops . PRECIOUS TROTS UP then pauses , staring curiously towards . VERY LOW ANGLE -LRB- DOG 'S POV -RRB- the enticing chicken bone , six feet away . It twitches as Catherine tugs on the string , edging the bucket back towards the pit . Precious with her tail wagging , BARKS - greedy but suspicious . CATHERINE staring upwards , pulls again , even so gently , at the string .PRECIOUS edges reluctantly closer . then suddenly rushes in , seizing the bone in her teeth . She tries to run away with it , but Catherine is pulling her towards the hole , working her like a hooked fish . Her toenails scrabble as she tries to stop . CATHERINE stares desperately , unable to see how she 's doing .PRECIOUS still fights for the bone , GROWLING , as the bucket rocks precariously on the edge of the pit . A long , seesaw battle . until finally , when one of her forelegs slips momentarily into the hole , she panics and lets go . The bucket flops over the edge . CATHERINE crouches , covering her head as the bucket bounces off her .THE LITTLE DOG furious , BARKS down at her , then trots away in disgust . CLOSE ON CATHERINE as she sinks to the cold cement . She slaps aside the foil tray , the scraps of food , sobbing in utter despair .

CLOSE ON a framed photo of Sen. Martin and Catherine , held in Clarice 's cotton - gloved hands . Powdered fingerprints on the glass . Clarice glances up from the photo , smiles disarmingly at - A young STATE TROOPER sitting in Catherine 's easy chair . He smiles back at her , then relaxes , returns to his newspaper . He also wears gloves .

Clarice closes the refrigerator door , glances around . A big REEL - TO - REEL TAPE RECORDER has been set up on the breakfast counter , attached to Catherine 's phone . Two new red phones are hooked up as well .

Clarice slides open the medicine cabinet 's mirror , looks inside . She reaches in , pokes carefully amongst the lotions .

A ceiling hatch bangs open , sending up dust clouds . Clarice , lit from underneath , pokes her head through , looking around .

Flat on her back , Clarice wriggles out from under Catherine 's bed . She sits up , brushing dust from her face and hair .

CLOSE ON an open , multi - tiered jewelry box , resting atop a bureau , as Clarice 's fingers pick through costume jewelry . Clarice closes the box , and is just turning away when a figure suddenly looms INTO SHOT , giving her a bad start ; she cries out softly . Senator Martin is revealed , staring at her suspiciously .Krendler enters from the hallway , looks at Clarice .Overcome , she hurries from the room . Krendler shuts the door behind her , points sternly at Clarice .Clarice , burning , starts for the door , then turns back .Clarice reacts , surprised . Krendler takes a folded computer sheet from his pocket , shoves it at her . She takes it , reads .Krendler moves in very close to her , pale with anger .

The old courthouse is a massive Gothic stronghold , with an armada of police cruisers parked at the curb . Clarice climbs from her rented car , SLAMMING the door angrily . Holding a rolled - up pile of papers - Dr. Lecter 's drawings - she starts determinedly up the steps . A nearby commotion makes her pause . Dr. Frederick Chilton in a sea of interviewers and mini - cams , is preening grandly . Clarice carefully avoiding his gaze , slips up the steps and inside .

SGT. TATE , a Memphis policeman , is studying Clarice 's ID . He looks up at her from his command desk , a bit doubtfully .He picks up a phone , murmurs into it . As he does so , Clarice glances around this main ground floor lobby . HER POV The building looks like an armed fort . Cops with shotguns guard the front door , both ends of the hall , the foot of the stairs , the single elevator . More of them are coming and going .

Access to Lecter is strictly limited. We've been getting death threats.

Shoot, we have n't had this kinda security since the President came through town.

CP, shots fired on five! Repeat, shots fires on five! Outside posts look sharp, we've got a. Ho - ly shit.

SHUT UP! Guard mount, double up on your outside posts. Bobby, get the vests. Rainey, Howard, cover that fucking elevator if it comes all the way to -

Seal off a ten - block radius. Get me the SWAT team and an ambulance, double quick. We're going up.

Two officers down. Prisoner is missing. Repeat, Lecter is missing. He's stripped the bed, might be making a rope, check all windows. Where the fuck is my ambulance?

Take ahold of him where he can feel your hands, son. Talk to him.

Boyle's dead, Pembry's read bad. Lecter is missing and armed - he took Boyle's gun.

Pembry got off one round - there's a chance Lecter was hit. We heard a total of three shots fired, so he's got four left. He's got a knife, too.

Ten - four, Lieutenant. I'm on the elevator, bringing it down. Pembry and Boyle are both cleared, top three floors secured, main stairwell secured. He's somewhere on -

Uh, we're pretty sure he's somewhere on two, sir. That's all for now, over.

Every cop in Tennessee wants a look at this guy. ` Sit true what they're sayin' - he's some kinda vampire?

You're just fine, Pembry, lookin' good, buddy, you're gon na make it.

Clarice and OFFICER MURRAY , a young patrolman , ride up in an old - fashioned , CREAKING , metal - cage elevator . He is excited .

Pembry , at a desk by the door , looks up from examining the unrolled pile of Dr. Lecter 's drawings .He waves her on her way , but retains the drawings for now . MOVING ANGLE - WITH CLARICE as she crosses the big , spare , white octagonal room . A massive , temporary iron cage has been installed ; Officer Boyle sits facing its barred door . He rises , nods , moving away to allow her privacy . INSIDE THE CAGE a cot and a small table , each bolted to the floor , and a flimsy paper screen , hiding a toilet . Dr. Lecter sits at the table , his back to her , studying the Buffalo Bill case file . He now wears a green prison jumpsuit . A small cassette player is chained to the steel table .She stops at a striped police barricade , before his bars .He spins in his swivel chair , stops neatly . A coy smile .He spins again in his chair , playfully . MOVING ANGLE - FAVORING CLARICE as she circles the cage , trying to keep his face in sight .CLOSE ANGLE - TWO SHOT as he rises , pained by her ignorance , and crosses to the bars .She turns from him . He presses closer , gripping the bars .IN FLASHBACK The 10 - year old Clarice sits up abruptly in her bed , frightened . She is in a Montana ranch house ; it almost dawn . Strange , fearful shadows on her ceiling and walls . a window , partly fogged by the cold ; eerie brightness outside .THE CHILD RISES crosses to the window in her nightgown , rubs the glass .HIGH ANGLES -LRB- 2ND STORY -RRB- - THE CHILD 'S POV Shadowy men , ranch hands , are moving in and out of a nearby barn , carrying mysterious bundles . The mens ' breath is steaming . A refrigerated truck idles nearby , its engine adding more steam . A strange , almost surrealistic scene .THE LITTLE GIRL is terrified ; she covers her ears .THE LITTLE GIRL in her winter coat , slips noiselessly towards the open barn door . She ducks into the shadows to avoid a ranch hand , who passes her with a squirming bundle of some kind . He goes into the barn , and she edges after him reluctantly .THE LITTLE GIRL 'S POV as the open doorway LOOMS CLOSER . Bright lights inside , straw bales , the edges of stalls , then moving figures .A SQUIRMING LAMB is held down on a table by two ranch hands .A third cowboy stretches out the lamb 's neck , raises a bloody knife . Just as he 's about to slice its throat - BACK TO THE ADULT CLARICE staring into the distance , shaken , still trembling from the child 's shock . We see Dr. Lecter , over her shoulder , studying her intently .IN FLASHBACK a vast Montana plain , and crossing this , a tiny figure - the little Clarice , holding a lamb in her arms .The tiny figure stops , and after a few moments sinks to the ground , hunched over in dispair .BACK TO SCENE as the adult Clarice turns , staring into his feverish eyes . She shakes her head , unwilling - or unable - to say more .NEW ANGLE as Clarice turns , startled , and the fuming Chilton seizes her elbow . Pembry and Boyle are beside him , looking grim .Clarice struggles , pulling free of them for a moment .He holds out the file , arm extended between the bars . She hesitates , then reaches to take it . VERY CLOSE ANGLE - SLOW MOTION as the exchange is made , his index finger touches her hand , and lingers there , just for a moment . DR. LECTER 'S EYES widen , crackling at this touch , like sparks in a cave .CLARICE hugging the case file to her chest , stares back at him as the men crowd in on her , pushing her away . HER POV - MOVING as Dr. Lecter , head cocked in a smile , slowly recedes .

MOVING ANGLE - MR. GUMB 'S POV as he pushes a rolling rack of completed leather garments , each wrapped in plastic , down as aisle . SOUND of many sewing machines , all clattering at once , as he passes row on row of work tables . The seamstresses , mostly black or Hispanic , glance up as he passes , then quickly avert their eyes , his presence disturbing them in some nameless way . A thin FOREMAN in a flowery shirt , sees him approaching . He rises from his desk and comes over cheerfully , as the rack rolls to a stop .He seizes one of the dangling jackets , pulling up the plastic wrapper . He examines it , stroking the sleeve .The foreman quickly releases the jacket .Mr. Gumb 's hand reaches INTO SHOT , snatching an envelope from him . The foreman is watching him walk away , as a seamstress comes over to take the rack of garments . The foreman is vaguely troubled , but shakes it off . He strokes the jacket again , admiringly .SOUND UPCUT - Glenn Gould playing Bach 's Goldberg Variations .

Hello, dear! Punctual as always. And what have you brought us today?

Oh, marvelous. You know, I always say you're the Leonardo of leather.

Clarice , in a line of other passengers , is moving slowly towards a departure ramp . Through a huge plate glass window , we can see her plane . She glances back over her shoulder at A pair of UNIFORMED COPS brawny and impassive , their arms folded , waiting to make sure she board the flight . Clarice sighs , turning wearily back towards the jetway . The BACH CONTINUES , as we .

CLOSE ON a steaming , rather elegant dinner tray , being carried by Pembry , as he approaches Dr. Lecter 's cell .IN THE CELL the BACH is issuing from the cassette player . Beside it , on the table , the pile of Dr. Lecter 's drawings . The top one is an accurate , sensitive portrait , from memory , of Clarice . Beyond the table , we see Lecter 's shadowy form , seated behind the paper screen . He calls out from there .Pembry grunts , sets the tray down . Boyle joins him , handing him a riot baton and a Mace cannister , which Pembry fastens to belt clips . Boyle is similarly armed , and carries a ring of keys .INSIDE THE SCREEN Dr. Lecter sits fully clothed on the toilet - swaying slightly , eyes closed , lost in the music , tongue working in his cheek . Suddenly , like magic , a little shiny piece of metal protrudes from his lips . He plucks it out , opens his eyes . IN EXTREME CLOSEUP he is holding the pocket clip from Prentice 's disassembled pen - a straight , thin strip of metal , with a circular collar at one end , a square edge at the other . DR. LECTER lines up his thumbnail just shy of the square edge , then braces it against the stainless steel toilet rim . He pushes down , hard , using both hands for leverage . After a moment he smiles , holding up the result , and twirling it before his eyes . IN EXTREME CLOSEUP the straight end of the clip now forms a tiny right angle , and the circular end anchors nicely between his fingers . OUTSIDE THE CELL Pembry and Boyle turn as the toilet FLUSHES , and Dr. Lecter reappears , looking jaunty .Dr. Lecter sits on the floor , legs straight , then wriggles backwards . He stretches his arms behind him , hands and wrists through the bars , with two bars between them , and clasps his hands .Pembry comes around the cell to squat behind Dr. Lecter . He tugs his hands farther out , rather roughly , handcuffs his wrists . He shakes the cuffs , making sure of them , then nods to Boyle . NEW ANGLE - AT CELL DOOR as Boyle picks up the dinner tray , and Pembry crosses around . Pembry takes the keys from Boyle , unlocks the cell door , and pushes it inward . Boyle goes inside with the tray . DR. LECTER watches as Boyle approaches the table , above five feet from him . Boyle has to set his tray down on the floor to clear off some of the mess of drawings . The MUSIC plays on . VERY CLOSE ON . Dr. Lecter 's hands , outside the bars , as the makeshift key , held between the tips of his right index and middle fingers , searches for the keyhole of the cuffs . And finds it . NEW ANGLE - FAVORING BOYLE as he finishes clearing the drawings , then turns back towards Dr. Lecter , stooping to pick up the tray . BOYLE 'S RIGHT HAND is just inches from the tray when Dr. Lecter 's hand darts INTO SHOT , snapping a handcuff onto his wrist . BOYLE looks up , astonished , to find himself right in the grinning face of Dr. Lecter - who just as quickly rolls sideways , and snaps - THE OTHER CUFF around the bolted leg of the table . And suddenly all natural SOUND and MOTION are suspended , as the MUSIC soars much louder , each separate note of it now echoing distinctly , and we see . VARIOUS ANGLES - EACH BLURRING INTO STOP - ACTION Pembry starting into the cell , reaching for his riot baton . Dr. Lecter smashing against the cell door , driving it into Pembry , pinning him across the chest , against the door frame . Boyle , on one knee on the floor , digging desperately in his pants pocket for his handcuff key . Pembry 's hand , mashed against his body by the door , as he strains frantically to reach the baton at his waist . Pembry 's eyes , widening in horror as he stares at . Dr. Lecter 's bared teeth , flashing towards him . Dr. Lecter gripping Pembry 's face in his jaws , shaking it like a dog shakes a rat . Boyle finding his key , but in his terror dropping it . Dr. Lecter yanking the mace can and riot baton from the dazed Pembry 's belt , spraying him in his bloody face , then clubbing him to his knees . Boyle , mouth open in a silent scream , finding his key again , unlocking the handcuff , but then , as he starts to rise , seeing . Dr. Lecter standing over him , with the riot baton raised high ; he swings it viciously down , again and again and again . Then normal SOUND and MOTION are restored as we go to - CLOSE ANGLE ON the cassette player , and the portrait of Clarice , both now flecked with blood . In addition to the Bach , we now hear soft PANTING , close by , and whimpering SOBS in the background . ANGLE ON DR. LECTER eyes closed , lost in a favorite passage of the music . His bloody fingers drift airily with the notes , as his breathing slows to normal . He opens his eyes , sighs contentedly , looks down . HIS POV By the sprawled legs of Boyle lie various objects that spilled from his pants pocket - coins , a comb , a big pocketknife . DR. LECTER picks up the pocketknife , examines it happily . About a four - inch blade . He becomes aware of the WHIMPERING , off screen , turns . LOW ANGLE ON PEMBRY as he crawls , with torturous slowness , towards the command desk , and the phone . He is crying , but frantically determined . PEMBRY 'S POV - PARTIALLY BLURRED , THEN CLEARING Above the desk , hanging from pegs , are his and Boyle 's holstered revolvers .

The bronze arrow above the elevator swings towards `` 5 , '' then indicates a stop there , at the top floor . FAVORING SGT. TATE at his command desk , as he stares at the indicator . Another cop , JACOBS , sits on the desk 's edge , flipping through a magazine ; many more cops can be seen beyond them , idling in the lobby .A GUNSHOT , and then , moments later , TWO MORE quick ones , echo down the nearby stairwell . Sgt. Tate jumps to his feet , grabs a radio mike , as the other cops stir , confused and noisy .THE BRONZE ARROW has begun to descend . Down to 4 , then past 4 . BACK ON SGT. TATE as he reacts . The other cops , behind him , are now in a full uproar , shouting , pulling out guns .THE BRONZE ARROW has , indeed , frozen at 3 . Sgt. Tate lifts the microphone again .

HIGH ANGLE on Sgt. Tate as he leads a five - man squad , all in bulletproof vests , up the stone stairs . They move fast but carefully , covering each other from landing to landing with drawn revolvers , shotguns . The distant Back MUSIC makes a ghostly echo in here .

A thin rectangle of light on the floor from the open elevator door . We ca n't see inside . The MUSIC sounds closer . SGT. TATE approaches very cautiously , gun aimed . The other cops , behind him , fan out silently to set up angles of fire , checking the various office doors - all locked - as they creep up . MOVING ANGLE - OVER TATE 'S SHOULDER as he reaches the side of the elevator , hesitates , then spins to point his gun inside . It 's empty . He backs away .

ANGLE on the door , from inside , its lettering reversed on the frosted glass . The Bach is VERY LOUD . After a moment the door is shouldered open , hard enough for the glass to shatter , Tate following his gun inside , moving low , then other cops appearing behind him in the doorframe . They all freeze , staring in utter horror .THEIR POV is a brief snapshot from hell . The two uniformed bodies , one sprawled on its back near the door , the other still in the cell , have been savaged by a knife . Blood and gore everywhere . The faces are unrecognizable . SGT. TATE struggles for control , as the other cops move grimly around him , into the room . He pulls his walkie - talkie from his belt .IN THE CELL a cop angrily punches OFF the music . Jacobs kneels with his fingers on Boyle 's neck .AT THE OTHER BODY a cop gently removes a revolver from the bloody fist . Murray , the young patrolman , brings his ear reluctantly close to the gory face . A bloody bubble appears there ; the wreckage GROANS , very softly .Tate crosses , kneels to see for himself . Murray looks green .The other cop , checking the cylinder of Pembry 's gun , holds up one finger to Tate .

VARIOUS ANGLES on a floodlit scene of barely controlled pandemonium . Flashing red lights , men shouting commands , SIRENS in the distance . SWAT members , in full gear , leap from a black van . fan out . swarm up the steps . EMS orderlies unload a gurney from an ambulance . Cops kneel for cover behind cars , aiming guns and rifles up at the windows .

A trio of EMS orderlies work fast over the body , already strapped on its gurney . They bandage a big plastic airway into place , over the butchered face , checking for a pulse at the neck . Young Murray crouches , sickened , gripping a bloody fist .One orderly massages the heart . Another is popping a plasma bag , ready to insert the needle , when the body starts convulsing .Quickly the gurney is elevated , wheeled out of the room , with cops rushing forward to open the doors , help push , SWAT men are running by in the hall , automatic rifles at the ready .

Sgt. Tate , riding down with Jacobs , has his radio out .A spot of blood falls on his cheek . He and Jacobs stare at each other . Another spot hits his shoulder . They look up . THEIR POV Blood is dripping slowly from the corner of the service hatch . Sgt. Tate motions for silence , as both men draw their guns .

The elevator doors open , and Tate and Jacobs hurry out , stepping quickly to the side . Tate reaches back in and - CLOSE ANGLE Locks the elevator into position , with its doors open . OTHER COPS are rushing up to them , curious , as Tate frantically pushes them aside , gesturing for silence .

Two SWAT officers , PETERSON and KUBELL , turn a key , unlocking and opening this floor 's elevator doorway . The shaft is dark . Lying prone , they inch up to the edge , Peterson extends a mirror , on a long pole , out into the shaft . IN THE MIRROR -LRB- DISTORTED BY THE ANGLE -RRB- Is a distant figure , in a green prison jumpsuit , lying on his stomach , atop the elevator . A shiny revolver is near one hand . PETERSON whispers into a radio , as Kubell carefully tips an assault rifle , with a flashlight taped to its barrel , over the edge .Peterson nods to Kubell , who switches ON the flashlight , as Peterson shouts down the shaft .IN THE MIRROR the green figure shows no movement . ANGLE ON THE COPS AGAIN as Peterson mutters to Kubell .VERY CLOSE ON The figure below , as Kubell 's gunshot ROARS , echoing hugely in the shaft , and a slug rips through the jumpsuited leg . The figure does n't stir . PETERSON staring down the shaft , raises his mike again .

A small army of cops is now covering the elevator doorway , from both sides . Tate crouches next to the SWAT COMMANDER .The SWAT commander hands his radio to another cop , then looks at Tate . A long , tense moment . Then he waves a signal . MOVING ANGLE as we follow a picked team of four SWAT cops , in full body armor , rushing into the elevator car . Two men move to the corners , aim assault rifles at the ceiling . A third man sets a stepladder in place , and the fourth man , armed with a big Colt , hurries up the ladder and unclips the hatch . CLOSE ON . the service hatch , as the hinged cover drops open , and a body tumbles through , dangling head first , until it 's caught at the waist . We see the back of the head . SGT. TATE shoulders through the SWAT cops for a closer look . He turns towards the SWAT commander , astonished .

We're coming into the car, we're opening the hatch. Watch his hands. Any fire will come from us. Affirm?

In the rear chamber , a young EMS ATTENDANT is braced against the vehicle 's sway . Behind him , the stretchered form of his patient , and , through a curtained opening , the driver . SOUND of the siren .Behind him , in slightly BLURRED FOCUS , the bloody figure sits slowly upright .Suddenly he stops , becoming aware of a strange HISSING . He turns , puzzled . THE POCKETKNIFE BLADE in Lecter 's fist , flashes high in the air .

He's comatose, but his vital signs are good. Pressure's 130 over 90. Yeah, 90! Pulse 85.

His convulsions have stopped, but he's got so much loose skin on his face, it's hard to tell if -

MOVING ANGLE on the EMS ambulance , as it races along normally , its SIREN blazing , the heavy flow of traffic parting to make way for it . Then suddenly it begins to weave erratically , changing lanes , before drifting dangerously to a full stop , almost side - ways . Cars swerve to avoid hitting it , HONKING angrily . CLOSER ANGLE on the stopped ambulance . After a long , still moment , the wind - shield wipes come on , incongruously , then stop . Then the SIREN is shut OFF , and the flashers . The ambulance starts rolling again - at first jerkingly , then with increasing speed . We follow it for several more moments , until is passes - and we LINGER on . BIG GREEN INTERSTATE SIGN . that reads `` Memphis International Airport / 2 miles . '' CLOSE ANGLE - THROUGH AMBULANCE WINDSHIELD Dr. Lecter 's face is slowly REVEALED , as he wipes across it with a fistful of gauze , tossing it aside .

MOVING ANGLE , rushing with dizzy swiftness over the prairie , over waving grasses . a long passage . before we come at last to the girl Clarice , sitting with her lamb , hunched in despair . She rises , her face tear - stained , and turns from us . Holding the lamb , she starts back the way she came .

MOVING ANGLE , very rapid , down this road . coming at last to a stopped highway patrol car . Clarice , with her lamb , is standing in the car 's headlights . She starts wearily towards the sheriff .

CRANE ANGLE - sweeping rapidly DOWN into the barnyard towards the arriving highway patrol car , as it stops . RUSHING to the little girl as she steps from the car , holding the lamb . The dark figure of the rancher ENTERS FRAME . As he roughly takes the lamb from her , we HOLD on a CLOSEUP of her face - stunned , blank . She EXITS FRAME .

MOVING ANGLE - CLARICE 'S POV as she walks towards the open barn doorway . It looms CLOSER . The rancher is revealed , a shadowy figure , pinning the lamb on the killing table . His knife hand sweeps up high , then holds . He turns TO CAMERA , his face breaking into the light - and it is the face of Dr. Lecter . He smiles his terrible smile at the young Clarice .

MOVING ANGLE - coming in very CLOSE on the adult Clarice 's face - shocked , devastated - as she stands alone by the dangling receiver .

CLOSE ON a shower head , as water suddenly blasts out . Clarice moves INTO SHOT , as she scrubs her face and hair compulsively , almost desperately , unable to get clean .

Clarice is hunched on her cot , in a bathrobe , her hair wet . The Buffalo Bill case file , a thick bundle , rests by her feet . Ardelia hovers anxiously nearby .Clarice looks up . Her eyes are red - rimmed with exhaustion , and something close to despair . She reads Ardelia 's thought .Ardelia sits beside her , touches her arm .Ardelia stares back at her . SOUND UPCUT - the low throb of a washing machine .

Clarice has spread out the case file across two washing machines . Ardelia , cross - legged on a dryer , studies another pile of forms . Nearby is their laundry basket , detergent box .She holds up the map , with its location markings for the kidnapping and body dump sites . Clarice takes it , looks . INSERT - THE MAP with newly inked words in Dr. Lecter 's precise , elegant hand .NEW ANGLE - TWO SHOT as Clarice looks up at Ardelia , puzzled but excited .They search among the inserts . Clarice finds the graduation photo .Clarice moves , on fire , unable to keep still .She stops , turns . She grabs the photo of Fredrica from Ardelia , stares at it . She looks up , trembling .

Clarice and Crawford are seated in front of Director Burke , who 's at his desk . Another chair is empty , because Krendler is pacing . All four are nearing their boiling points .A long silence , as they all struggle to regain composure . Crawford , who was at the point of striking Krendler , finally retakes his seat . Burke looks sadly at Crawford and Clarice .Clarice and Crawford stare back at him , drained . A long and very painful silence . Not even Krendler looks happy .

Starling, I'm afraid I have no choice. You're suspended from the Academy.

This is pending a reevaluation of your fitness for the service. I promise you'll get a fair hearing.

Jack. you're ordered to take compassionate leave. You'll spend the rest of the day briefing the AG's office, then transfer command of the task force, effective by 1800 hours.

Clarice and Crawford walk out slowly , stand there a moment , not knowing what to say , not wanting to face each other .He stares at her sadly . He looks , for the first time , defeated , old beyond his years .He stares at her , a long moment . Catherine 's life . Clarice 's passion , and future . His loyalty to the Bureau . Call it .She raises her hand to him . She wants to touch him face , or his neck , but ca n't . Finally she takes his money and card .He watches , frightened for both of them , as she backs away , smiles , then turns , racing towards the surveillance van . SOUND UPCUT - the scratchy recording of Fats Waller SINGING , as we .

CLOSE ON the needle of the Victrola , on the spinning record , as Mr. Gumb 's fingers lift away . MUSIC continues in background .CLOSE ON the moth cage , as Mr. Gumb 's fingers search through the humus , and find a plump new cocoon , lifting it out . The door of the cage is left open , and one or two of the adult moths flutter out .CLOSE ON a clean towel , beside the sink . The cocoon is gently placed in readiness alongside four shiny skinning knives .CLOSE ON a stainless steel Colt Python , with a six - inch barrel , as the cylinder is spun , and the hammer gets a practice cock . The metallic CLICK is deep and loud . A note of alarm has entered Mr. Gumb 's voice .LOW ANGLE on Mr. Gumb , wearing the kimono , as he walks through his sewing workroom . His back is to us ; he is looking anxiously under the furniture . He stops , straightens . Genuinely scared .LOW ANGLE - OVER THE PIT OPENING Towards Mr. Gumb , as he stops at one of the doorways of the oubliette chamber . He stares inside ; his face in shadows .From the distant bottom of the pit , we hear Catherine 's voice .Mr. Gumb 's fist flies to his mouth , and he sags against the doorframe . A little groan escaped him ; the dog answers with a series of YIPS . UPWARD ANGLE , FROM THE PIT BOTTOM as Mr. Gumb 's dark shape leans cautiously over the edge .REVERSE ANGLE ON CATHERINE crouched to one side , clutching the dog to her chest . Seeing Mr. Gumb , the dog squirms frantically , BARKING .UPWARD ANGLE on Mr. Gumb , as , with a cry of fury , he whips the Colt from inside his kimono . The muzzle gleams as he takes aim . Catherine yanks the dog up , into his line of fire , screaming at him .Tucking the dog under one arm , she grabs its muzzle , twisting the head . The dog WHINES piteously .UPWARD ANGLE as Mr. Gumb cries out again - a terrible , inarticulate scream of rage and anguish . But then he slowly lowers his gun . REVERSE ANGLE On Catherine , as she maintains her grip .MR. GUMB stares down at her , a long beat , breathing heavily .And abruptly he vanishes . SOUND of his footsteps , rushing off . CATHERINE begins shaking , hands and arms twitching uncontrollably . She hugs the little dog tight to her chest , buries her face in its fur , sobbing .

HIGH ANGLE as a rented sedan pulls up to the curb , stops . After a moment Clarice climbs out , a bit stiffly . Double - checking this address , she glances up from a folded street map to - AN OLD , THREE - STORY WOODEN HOUSE in a row of similarly shabby homes , all backing onto a narrow river . A path of boards , laid over mud , leads back along this house towards the brown water . SOUND of hammering from there .

An awesome huddle of pigeon coops sprawls by the brackish water . The birds ' COOING mixes with the HAMMERING . A tall , gaunt man in a knit cap is obsessively pounding nails into a new coop . CLARICE approaches him , and the man lowers his hammer . He has red - rimmed eyes of watery blue . His face is deeply seamed .He stares back at her , warily .

HIGH ANGLE - LOOKING DOWN as Mr. Bimmel leads Clarice up a steep flight of steps . The bannister is worn , sags a bit .Clarice pauses , at the landing , to look at a framed photo : the familiar graduation portrait . Others pictures show Fredrica as a young girl , toddler , infant - plump and hopeful at each age .

I do n't know nothin' new to tell ya. The police been back here so many times already. Fredrica went into Columbus on the bus to see about a job. She left the interview OK. She never come home.

Her room's how she left it. Just shut the door when you're done.

She sewed for everybody. Stores, ladies, whatever. I do n't know about men.

CLARICE 'S POV - MOVING SLOWLY as she takes in flowery chintz curtains . posters of Madonna and Blondie . a twin bed , with worn , stuffed animals on the pillow . a big sewing machine in the corner . CLARICE turns , absorbing nuances . There is loneliness here , an echo of desperation under this steeply pitches ceiling . A shrill MEOW , and she looks down . BIG TORTOISESHELL CAT is rubbing against her ankles . CLARICE picks up the cat , scratches behind his ears . She glances up . IN A FULL - LENGTH MIRROR she and the cat stares back at their own reflection . CLARICE sitting at the desk , turns the pages of a high school yearbook . The cat is curled on her lap . CLARICE kneeling by the old Decca record player , flips through LPs and singles . The cat has wandered off . CLARICE pulling a string to light up the closet . She is surprised and intrigued to see an extensive wardrobe , groaning from the rod . A shelf above the rod is stacked high with sewing supplies , in clear plexiboxes . She flips through the hanging clothes , pulls out one dress , on its hanger , for a closer look . THE DRESS is very big , to fit Fredrica , but beautifully cut . Some of the seams still look unfinished . She turns it around , sees a blue tissue dressmaker 's pattern still pinned to the back . FAVORING THE SEWING MACHINE as Clarice turns , looks towards it . She hangs the dress on the closet door knob , crosses to sit at the machine . She takes off its dust cover . She runs one hand over the cool metal , as a taunting memory forms in her mind .She turns , looks again at the unfinished dress . Suddenly she straightens , her attention riveted by something . CLARICE 'S POV On the printed pattern , down at the lower back of the outlined dress , are two bold black triangles . We RUSH CLOSER to there shapes , before jumping back to - CLARICE who stares at them , starting to tremble .IN FLASHBACK those missing triangles of skin on the dead girl 's back , in the funeral home in West Virginia . CLOSE ON CLARICE as she jumps to her feet , with a fierce joy .

Clarice paces , in an exuberant rush , amidst the worn furniture .

Crawford sits at a communications console , with Burroughs , in headphones , by his side . This forward section of the cabin is crammed with hi - tech equipment , all lit up and WHIRRING . Through a window we see clouds , part of the jet 's wing .INTERCUTTING as Clarice reacts ; her happiness for Crawford is tinged with disappointment at being so suddenly out of the hunt .INSIDE THE JET - MOVING ANGLE from the rear of the cabin forward , as we slowly PASS the twelve - man HRT . They 're seated in full gear , hardshell armor , quietly checking and rechecking their bulging cases of weapons - silencer automatics , shotguns , stun grenades .INTERCUTTINGClarice tries hard to swallow her disappointment .CRAWFORD switches off , feeling bad for her . On the console near him , the fax machine starts to CHATTER . He turns , looks .CLOSE ON an emerging sheet , as Gumb 's face is printed out . We see just his hair , then the top of his forehead , before we .

Clarice walks slowly across the yard , absorbing all this news , before suddenly leaping into the air and pumping her fist in triumph , with a happy yelp . Then she sees - MR. BIMMEL staring at her in surprise . He sits by his coops , smoking . CLARICE somewhat embarrassed , crosses over to him .

The FBI turbojet is parked , its gangway down . Crawford , Burroughs , and the HRT squad , carrying their bags of weapons , CLATTER rapidly down the metal steps .

No way. She had a guy, I ` da known, believe me. Sewing was her life, she was really great at it. Poor Freddie.

Oh sure, me'n Pam Malavesi used to help her do alterations for old Mrs. Lippman. Lots of people worked for her, she had the business from all these retail stores? But she was like, totally old, it was more'n she could handle.

She died. She went to Florida to retire, like two years ago? She dies own there.

You get to travel around and stuff? I mean, better places then this?

Freddie was so happy for me when I got this job. This - toaster giveaways, and Barry Manilow on the speakers all day - she thought this was really hot shit. What did she know, big dummy.

STACY HUBKA - short , perky , early 20 's - sits nervously at her desk , talking to Clarice , who jots in her notebook . In the background . beyond them , bank tellers , lines of waiting customers , MUZAK .Clarice reacts , disappointed at the ending of this trail .Suddenly she 's fighting tears . Clarice reaches to hug her .

WIDE ANGLE on what appears to be , at first , a calm , ordinary neighborhood of working class two - and three - story houses . But the street is strangely quiet , deserted . After a few moments , we become aware of movement - armed , dark - clad figures creeping swiftly and in silence from shrubs to garage corners , from parked cars to porches , appearing and then disappearing .

CLOSE ON Mr. Gumb , as he settles a big pair of infra - red night - vision goggles over his eyes . Moths flutter past his face . His mouth is set in a grim line .

An HRT cop , prone beneath a hedge , is joined by a 2nd HRT Cop , who throws himself to the grass beside him . They both take aim with their scoped rifles at - TELEPHOTO ANGLE -LRB- WITH RIFLE CROSSHAIRS -RRB- The front door of a big , nearby , split - level house .

CLOSE ON a fuse box , as Mr. Gumb reaches in , flips a switch . The lights go out . SOUND of a second switch , and the cellar is bathed in a green glow .

A little boy , riding his tricycle in his driveway , is suddenly startled to find himself staring into the grim face of - A MEMBER OF THE HRT crouched by his garage , armed to the teeth . As the little boy starts to cry , the cop pulls him into the shadows , covering his mouth .

Mr. Gumb , in his kimono and goggles , creeps silently through his workrooms - knees bent , painted toes places ever so delicately , the Colt held aloft - as more moths flutter past him in the eerie light .

A florist 's van turns the corner , comes slowly down the street and stops at the curb in front of the split - level . The driver , in a gray deliveryman 's uniform and cap , climbs out of the cab , walks briskly to the panel door , on the street side of the van , and slides it open . He leans in , comes out with a long , thin red - ribboned floral box , starts calmly towards the house .

MR. GUMB 'S POV - MOVING ANGLE on the top of the oubliette , a glowing green circle in the dark , as it draws closer and closer . and then Catherine comes INTO VIEW , at the bottom of the pit . She is crouched , exhausted , staring straight up at him - but she ca n't see him in this infra - red darkness . Precious is curled into her stomach , asleep . The futon is up to Catherine 's waist , but there 's a clear shot at her head and neck . MR. GUMB Looking down at her , smiles .

MOVING ANGLE on the `` deliveryman , '' seen from behind , as he mounts three steps to the split - level 's front porch . Tucked into the small of his back if a 9 mm . automatic . CRAWFORD AND BURROUGHS have slipped out of the van , and are crouched behind it now , with drawn guns , watching tensely as - THE `` DELIVERYMAN '' settles the floral box in the crook of his left arm , reaches out with his right hand towards the buzzer .

Slowly , savoring the moment , Mr. Gumb aims the big Colt , which is already cocked , using both hands . He is just about to squeeze the trigger , when we hear his DOOR BUZZER , surprisingly loud and close by . He turns , startled , and sees - DUSTY BLACK METAL BOX the extension buzzer , mounted high on the wall , which is making the hideous , grating JANGLE . It finally stops , but not before waking Precious , who starts frantically BARKING , off screen , as - MR. GUMB raises his gun again , spinning back towards - HIS POV - THE PIT BOTTOM where Catherine , hearing but still not seeing him , quickly yanks the futon over both herself and the dog . Instantly the two of them become one squirming , indistinguishable mass . MR. GUMB bites his lip , his aim wavering , as he ca n't decide where to safely place his shot . The maddening BUZZER sounds again , even more insistently , and he cries out with frustration and fury . But as the BUZZER continues , he reluctantly uncocks his gun , looking up angrily towards his front door .

The door opens , on a chain , and Clarice peers in , smiling .Mr. Gumb frowns out at Clarice . For the first time ever , we get a well - lit view of his bland , pale - eyed moon of a face .

The `` deliveryman '' yanks a 12 lb . sledgehammer from the floral box , swings it with all his might against the door knob , blowing it through as - MOVING ANGLE Crawford and Burroughs race towards the door , guns up .

Mr. Gumb starts to close the door , only to have Clarice push back against it , politely but firmly . She holds up her ID .

A bedroom window disintegrates as a flash grenade is shot through it , EXPLODING on the floor . An instant later , a black - clad HRT cop dives through the shattered glass , rolls across the floor , comes up on one knee swiveling his sawed - off shotgun .

Clarice and Mr. Gumb , still eyeing each other through the door crack .

MOVING ANGLE as Burroughs moves quickly down a hallway and enters the living room , where Crawford is standing , with his gun held down by his side , surrounded by several other cops . Burroughs shakes his head : Nothing here .

Mr. Gumb glances briefly over his shoulder , towards his kitchen , then turns back to Clarice with a smile .ANGLE FAVORING THE COLT PYTHON which rests on a counter , just inside the open kitchen doorway . THROUGH this doorway , we watch as Mr. Gumb , at the end of his front hall , slips the chain . Clarice enters , closing the door behind her .

MOVING ANGLE - towards the front door , as frustrated HRT cops file out of the empty house , rifles slung across their shoulders . WE PICK OUT CRAWFORD walking across the grass towards the van , when all at once he stops in his tracks , shaken by a sudden flash of intuition . CAMERA RUSHES VERY CLOSE on his stricken face .

Clarice , pulling her notebook from her shoulder bag , glances around the musty - looking room .Overstuffed furniture , porcelain figurines . One archway onto the front hall , another onto a dining alcove , and through there , the kitchen . Mr. Gumb is crossing to a rolling desk , raising the top . He bends over , begins poking through cubby holes . His tone is casual , neutral .Mr. Gumb stiffens , almost imperceptibly . His back is to her , as he continues opening drawers , rustling papers .CLOSE ON MR. GUMB 'S BACK as he continues his rummaging .Out of the folds of his kimono crawls a Death 's - head Moth . It creeps slowly to the center of his back , raising its wings .CLARICE unaware , is still glancing around the room . For several agonizing moments , we think she wo n't see the moth - but then she turns , does see it , and her eyes freeze . A beat of pure fear . A tremendous struggle to keep her voice calm .Very carefully , she drops her notebook back into her bag , lowers the bag to the floor . With her fingertips she brushes back the edge of her blazer , loosening its drape . MR. GUMB turns back towards her cheerfully , holding out a business card .CLARICE keeps her distance . They are about ten feet apart .MR. GUMB is about to reply when the moth suddenly flies up from behind him , flutters past his face . He turns , looking at it . He looks back at Clarice , his mouth still open . HER EYES are unmoving , locked on his . HIS EYES stare back at her , widen . And they know each other .CLARICE whips her gun out , gripping it in both shaking hands .MR. GUMB slowly tilts his head to one side , smiles at her . CLARICE tries to force more authority into her voice .MR. GUMB turns , then all at once , in two quick steps , he is gone , disappearing into his dining alcove , then kitchen . CLARICE hesitates , just a split second , to shoot him in the back - and then it 's too late .

Clarice hurries inside , moving low , swivelling her gun . HER POV - MOVING The kitchen is empty . To one side , a door still shuddering on its hinges . CLARICE rushes to this - pauses - then elbows the door aside , aiming her gun down - AN EMPTY STAIRWELL brightly lit , leading to the cellar . Two doors facing the bottom , both open . No sign of Mr. Gumb . CLARICE hates this , hates this , which door , it 's a trap , what to do : she is very scared , but suddenly hears - The distant SCREAM of Catherine Martin , somewhere down there in that killing maze . CLARICE rushes through the doorway , and down the stairs . BEHIND HER , ON THE KITCHEN COUNTER there 's an empty space ; the Colt Python is gone .

MOVING ANGLE - WITH CLARICE - hurrying down the steps . More SCREAMS ; they seem to be coming from the left door . Clarice goes that way , entering a brick - walled passage - pipes over - head , naked bulbs . The lighting , though dim , is incandescent ; Mr. Gumb has switched off his infra - red system . Clarice comes to a T - shaped intersection , stops . Another SCREAM , again to her left , and the BARKING of a dog . CLARICE follows her gun around the corner , looking right . EMPTY PASSAGEWAY but doors opening off it - he could be lurking behind any of them . She looks left . sees an opening onto some kind of chamber . The noises are LOUDER , coming from there . CLARICE moves cautiously towards this chamber .

Clarice moves in , hugging the wall , gun swivelling . HER POV - MOVING the open top of the pit . beyond it , the other two doorways , opening onto this room - Jesus , he could come through either one of them , or come up behind her . She moves to the pit , looks down , very briefly , sees Catherine SCREAMING , hysterical , and a little white dog BARKING . CLARICE kneels , staring up from one door to another , she ca n't cover them all , she 's totally exposed - and what 's a dog doing there ?Ignoring Catherine , whose shouts turn to sobs , she backs away , turns , picks one of the other doorways , moves into it quickly .

CLARICE 'S POV - MOVING down this passageway , towards a new room . pausing at the doorway , straining to hear . no sound except Catherine 's CRYING , not in the background , and Clarice 's own RAPID BREATHING . Then she crouches - LOWER ANGLE - bursts forward , through the doorframe , sidestepping .

Clarice weaves back and forth , half - crouched , gun out , back to the wall . Her face glistens with sweat , as she takes in . HER POV - MOVING NERVOUSLY Mr. Gumb 's sewing machine . his swivel chair . the old Victrola . Big moths are crashing into the light bulbs , overhead ; they 're everywhere . Suddenly , from just behind her , a CLICK and a HUM , and - CLARICE spins , almost shoots , before seeing - A SMALL REFRIGERATOR with its thermostat just switching ON . CLARICE gasps for breath , fighting for calm . She turns again , slashing her free hand at the moths , moving quickly on .

Clarice moves past the mannequins , all of them naked now . then quickly past the huge Chinese armoire , ready to shoot into it . Its doors yawn open ; it is empty except for several padded hangers . She moves on , past the big sink , with its DRIPPING faucet . the counter , with its gleaming knives . the rows of chemical jars . At the end of this room is A CLOSED DOOR Clarice starts to open it , then hesitates . Looking around , she seizes a wooden chair , wedges it under the door know , sealing off this section of the cellar . With her back thus defended , she turns , softly retracing her steps .

Passing again through the workroom , Clarice pauses , seeing a half - curtained door , to one side , that she had previously skirted . She crosses to the door , listens and hears no sound inside , takes a deep breath and reaches for the knob . She twists it , and , as it turns , shoves hard and follows her gun inside , all in one quick move .

An old - fashioned bathroom : tiled floor , sink , toilet - and a big , free - standing tub . An opaque shower curtain , suspended from an oval ring , hides whatever might be inside . CLARICE centers her gun on the curtain , at chest height , and yanks it aside with her left hand . No one standing there . Something lower down catches her eye . She leans in , stares more closely , not understanding , at first , that she 's seeing - FEMALE HAND AND WRIST sticking up from the tub , which is filled with hard red - purple plaster . The hand is dark and shriveled , with pink nail polish and a dainty wristwatch . As - CLARICE is reacting with horror to this sight , the lights go out , to be replaced , a split - second later , by the eerie green glow of Mr. Gumb 's infra - red system . Clarice cries out , turns blindly , reaching for the door , ca n't find it , free hand clawing desperately into what is , for her , utter darkness . SOUND of Catherine KEENING again , in the far distance . Clarice stumbles , goes to her knees , rights herself , finally clutches the door frame .

Clarice emerges from the bathroom in a half - crouch , arms out , both hands on the gun , extended just below the level of her unseeing eyes . She stops , listens . In her raw - nerved darkness , every SOUND is unnaturally magnified - the HUM of the refrigerator . the TRICKLE of water . her own terrified BREATHING , and Catherine 's faraway , echoing SOBS . Moths smack against her face and arms . She eases forward , then stops again , listens . She eases forward again , following her gun , and creeps directly in front of , and then past - MR. GUMB who has flattened himself against a wall , arms spread like a high priest , Colt in one hand . He wears his goggles and kimono , and under that - draping down over his naked arms , like some hideous mantle - his terrifying , half - completed suit of human skins . This is an exquisite moment for him - a ritual of supreme exaltation . He smiles at Clarice as , completely unaware , she moves beyond him , exposing her back . Very slowly and quietly he steps out behind her , taking his gun in both hands , aiming . CLOSE ON the Colt Python as - in SLOW MOTION - his thumbs cock the hammer , the SOUND registering as a LOUD METALLIC CLICK , and - CLARICE spins , still in SLOW MOTION , flame already leaping from her gun muzzle , as we see - THE TWO FIGURES almost at point - black range , guns ROARING hugely , one FLASH from Mr. Gumb , and one two three four FLASHES from Clarice , overlapping his , and then , as the ECHOES crash deafeningly . CLOSE ON CLARICE - LOW ANGLE - with NORMAL SPEED RESTORED , as the side of her face hits the floor , and she is gasping , stunned by the noise and flames ; there is blood on her check , and an ugly powder burn , but she ignores them , twisting to yank her speedloader from her jacket pocket , locking it blindly onto her gun 's cylinder , reloading , right in front of her face , then rolling onto her stomach , aiming her gun upward again , blinking her dazzled eyes , straining to locate him in the darkness . Where is he , where ? Then , as the ECHOES finally fade , she hears something else - a tortured , sucking , WHISTLE from perhaps eight feet away . MOVING ANGLE - WITH CLARICE as she crawls forward , on her elbows , following her gun , until it bumps against Mr. Gumb 's shoulder . He is lying on his back , chest a bloody mess . She slides her muzzle against his head , hard , but he does n't move ; another shot is n't needed . He stares upwards , through his goggles , bloody lips working . He tries to speak , but can not . One hand reaches slowly upwards , the fingers twitching , as if to seize something , overhead . Then a final , ghastly groan , his hand drops , he is dead . Clarice feels for a pulse at his neck , making sure . Then , and only then , does she permit herself to roll over , collapsing onto her back beside him . OVERHEAD ANGLE down at the two faces - intimately close together , like lovers on their pillow . Then , as we PULL SLOWLY AWAY , we see that her staring eyes , and his dead gaze , are both locked onto - A DEATH 'S - HEAD MOTH - perched on an infra - red bulb , overhead , its wings pumping slowly . SOUND UPCUT - wailing SIRENS , many excited VOICES , as we .

The front porch of the tall Victorian house is bathed in a glare of TV lights , police and ambulance flashers . Cars and vans and even a firetruck choke the street ; cops , reporters , EMS workers and curious civilians swarm around the ineffective barricades . The BUZZ of their voices goes even higher as CLARICE dazed , her face bandaged - comes out of the house , walking protectively beside Catherine , who is wheeled on a gurney . They are followed out by uniformed cops , then two firemen with an extension ladder . Catherine , blinking in confusion , is still clutching the little dog , and refuses to give her up even as she 's trundled into an ambulance . Clarice sways with exhaustion ; everyone seems to be shouting at her at once , pulling her sleeve . She tries to fight free of them , desperate for a familiar face . AN OHIO HIGHWAY PATROL CAR pulls up , stops , and Crawford climbs out of the back seat . He makes his way anxiously through the press of bodies , stopping when he sees Clarice . THEY LOOK AT ONE ANOTHER for a long moment , Crawford choked with pride for her , with sorrow for her ordeal , with love , but unable to find any words . And then he does .And then all at once she is sobbing , her knees giving way , but he is there to catch her , he is hugging her fiercely . HOLD ON them for a long beat .

The forty members of Clarice 's class , resplendent in their best dark suits and dresses , rise , cheering themselves , then turn happily to wave to their audience , as APPLAUSE mounts . Beyond them , on a gaily tented platform , the Director stands behind his podium . CLARICE AND ARDELIA look at one another solemnly . Ardelia holds up both fists , in a power shake , and Clarice taps them with her own . She is radiantly beautiful in a navy dress and pearls , the thin scar on her cheek almost healed . Ardelia turns , waving towards the crowd , the Clarice 's thoughts are elsewhere . She turns , searching among the dignitaries on the platform , till she locates CRAWFORD who smiles back at her with quiet pride , and offers a little salute . CLARICE grins - more happy than we 've ever seen her - then turns to wave towards the crowd with the others . MOVING ANGLE over the admiring sea of spectators , several hundred of them , still rising from their folding chairs , APPLAUDING in celebration of these special young people , this perfect , sunlit day . SOUND UPCUT - rock music , laughter - as we .

A LOUD party is underway - food , beer , dancing - as the new grads celebrate ferociously . Ardelia weaves her way through the crowded room , reaches Clarice , who is flanked by her special guests - Pilcher and Roden , the two ardent scientists . Ardelia has to shout at Clarice over the din .She nods to Pilcher , leaves them . Roden , who is quite happily drunk , grabs the startled Ardelia around the waist .Ardelia looks at Pilcher , confused .

Clarice picks up the dangling pay phone , speaks happily .She freezes , stunned by the familiar voice . Then she turns , waving frantically towards ARDELIA who is just inside the rec room door , at the end of the hall , lost in conversation with Pilcher and Roden . Ardelia glances at her briefly but misunderstands , waves cheerfully back .CLARICE turns back , gripping the phone more tightly .

Very beautiful , glittering with countless stars .MOVING DOWN we see a rolling lawn , a curving bay . Boats ride at anchor , lights shimmering .DR. LECTER smiles into his mobile phone . He is stretched out on a lounger , on a tiled patio , languidly paring an orange with a penknife . His appearance is quite altered - a beard , glasses , lighter hair . He 's has some cosmetic surgery , as well .

As Clarice reacts , the fill weight of his words sinking in .But only a DIAL TONE comes from the phone . She is still staring at her receiver , in shock , as we -

Dr. Lecter sighs , sets his phone down , then rises . Popping an orange section into his mouth , he turns towards the brightly lit house . Stepping delicately over the sprawled body of a uniformed security guard , he walks in through open french doors .

In a swivel chair , amidst the wreckage of his papers and books , is the writhing figure of Dr. Frederick Chilton . The extreme intricacy of his bindings recalls Dr. Lecter 's own former restraints . His screams are muffled by the tape over his mouth ; he stares at Dr. Lecter like a rabbit trapped in headlights . DR. LECTER Considers him for a genial moment , then raises the little pen - knife . His eyes are twinkling .FADE OUT THE END

HAZEL GRACE LANCASTER ( 16 ) lies in the grass , staring up at the stars . We 're CLOSE ON her FACE and we hear :CUT TO A SERIES OF QUICK IMAGES :- Hazel and the BOY we will come to know as AUGUSTUS `` GUS '' WATERS ( 17 ) at an outdoor restaurant in some magical place . [ They look very much like the perfect Hollywood couple . ]- `` Perfect '' Hazel and `` Perfect '' Gus sit on a BENCH o v erlooking an incredible seascape in some foreign country . She rests her head on his shoulder .- `` Perfect '' Hazel and `` Perfect '' Gus kiss in a dark room .- `` Perfect '' Hazel and `` Perfect '' Gus fall onto a bed together . They look deep into one another 's eyes .BACK TO Hazel on the grass , still watching the stars . Were those dreams or were they memories ? Still unclear .Hazel closes her eyes .And EVERYTHING GOES BLACK . We HEAR :FADE IN ON : 2 .

You have a choice in this world, I believe, about how to tell sad stories.

On the one hand, you can sugar coat the way they do in movies and romance novels.

... and nothing is too messed up that ca n't be fixed with an apology and a Peter Gabriel song.

I like that way as much as the next girl, believe me. It's just not the truth.

The booklets and web sites always list depression as a side effect of cancer...

Keep ` em coming. I can take it. I'm like the Keith Richards of cancer kids.

I'll spare you the gory details of Patrick's ball cancer. Basically, they found it in his nuts, cut most of it out, he almost died, but he did n't die, and now here he is - divorced, friendless, addicted to video games, exploiting his cancertastic past in the heart of Jesus - `` literally'' - to show us that one day - if we're lucky - we could be just like him.

Thyroid originally but with quite the impressive satellite colony in my lungs.

You have n't been out in a while. Go. Have fun. Take the night off.

And that was my life. - Hazel watching TV, book in hand. - Hazel in another doctor's office. - Hazel popping pills.

Reality shows. Doctor's appointments. Eight prescription drugs, three times a day.

If you want me to be a teenager, do n't send me to Support Group. Buy me a fake ID so I can go to clubs and drink gimlets and take pot.

Not because I wanted to or because I thought it would help. But for the same reason I did anything these days...

The only thing worse than biting it from cancer - is having a kid bite it from cancer.

I just wan na say... there will come a time when, you know, all of us are dead.

It might be tomorrow. Might be a million years from now but... it's gon na happen. And when it does, enough generations will come and go, there'll be no one left to remember Cleopatra. Or Mozart. Or Muhammad Ali, let alone any of us, right?

Oblivion's inevitable. And if that scares you, well, I suggest you ignore it. God knows it's what everyone else does.

Someone should probably tell him, do n't you think? Jesus? Seems kinda dangerous keeping all these kids with cancer in your heart.

What, you think that's cool? Oh you idiot! There's always a hamartia, is n't there? And yours is - even though you had FREAKING CANCER you give money to a corporation for the chance to acquire EVEN MORE CANCER!? Ugh. And you were doing so well.

Let me tell you... not being able to breathe? Sucks. Totally sucks.

The antibiotics kicked in. They drained the fluid from my lungs. And in time I got better. Stronger.

I even found myself in an experimental trial. You know the ones that are famous in the Republic of Cancervania for not working.

It's called Phalanxifor. Did n't work in over 70 percent of patients but, for some reason...

Of course my lungs still suck but, theoretically, they could continue to suck in just this way for, I dunno, a while maybe.

All that standing... and stairs... and then more standing... lotta standing for me.

I'll be fine in a minute. Unless I faint. I'm a bit of a Victorian lady, fainting-wise.

But not in that way, trust me. The guy who wrote it, Peter Van Houten, he's... well, the only person I've ever come across who seems to a ) understand what it's like to be dying and b ) not have died.

I'm not worried. Please. It's not like I'm waiting for him to call or anything. I just... we hung out. No big deal.

Sometimes people do n't understand the promises they're making when they make them.

But that's part of what I like about it. It portrays death truthfully. You die in the middle of your life, in the middle of a sentence. But I do - God, I do want to know what happens to everyone else.

I've written letters. He's never responded. Apparently he moved to Amsterdam, became a recluse. Has n't published anything. Does n't do interviews.

`` Dear Mr. Peter Van Houten, my name is Hazel Grace Lancaster. My friend Augustus Waters, who read your book - at my recommendation - just received an email from you at this address. I hope you will not mind that he shared that email with me.''

`` I was wondering if you would n't mind answering a few questions I have about what happens after the end of the book. Specifically, the FOLLOWING :''

`` Does Anna's Mom marry the Dutch Tulip Man ; is the Dutch Tulip Man up to something - or is he just misunderstood? What happens to Anna's friends?

Lastly, I was hoping you could shed some light on Sisyphus the Hamster. These questions have haunted me for years. And I do n't know how long I have left to get answers to them.''

`` I know these are not important literary questions and that your book is full of important literary questions, but I would just really like to know.''

`` And of course, if ever you do decide to write anything else, even if you do n't want to publish it, I'd love to read it. Frankly, I'd read your grocery lists. Yours with great admiration, Hazel Grace Lancaster. Age 16.''

`` I'm gon na stab you with this needle now, so there might be a little ouchie.''

`` Should ever you find yourself in Amsterdam, do pay a visit at your leisure. Yours most sincerely, Peter Van Houten'' Son of a - WHAT IS THIS LIFE!!!

They have doctors in Amsterdam. And cancer. Someone will know what to do.

People talk about the courage of cancer patients. And I do not deny that courage...

I'd been poked and stabbed and poisoned for years and still I trod on.

Um, I feel like I'm not the most qualified person to answer that.

I have this opportunity I may never have again. If the medicine's working, I do n't see why --

I do n't know. I want to go to Amsterdam. And I want him to tell us what happens after the book and I do n't want my particular life and also the sky is making me sad and there's this old swing set that my Dad made for me when I was a kid. It's just... everything.

`` Lonely, Vaguely Pedophilic Swing Set Seeks Butts of Children.''

`` Dear Hazel, I have received word via the Genies that you will be visiting us with Augustus Waters and your mother beginning on the 4th. A week away! Peter and I are delighted and can not wait to --

Did you ever call the Genies to tell them the trip is off? I just got an email from Peter Van Houton's assistant. She still thinks we're coming.

It's called a Cannula. These tubes give me oxygen and help me breathe.

Well... I'd love to give you my cannula but... I kinda really need the help.

It's a metaphor. He puts the killing thing in his mouth but does n't give it the power to kill him.

A 16 year old girl running free with an older boy on the streets of a foreign city famous for its vice and debauchery... is totally cool with you. Is that what you're saying?

I have one of those. Bought it for my 15th birthday. Do n't think I'd wear it on a date, though.

Maybe I would n't go so far as to say no. I just... I'd like some evidence.

Van Houten will get it. Trust me. There are like fifty Magritte references in `` Imperial Affliction.''

All representations of a thing are inherently abstract. A drawing of a thing is not the thing itself. Nor is a t-shirt of a drawing of a thing the thing itself.

Yes. We - well, Augustus, he made meeting you his Wish so that we could come here and talk to you.

About what happens, you know... after... the end of your book. Specifically to those who Anna leaves behind. Like her Mom, the Dutch Tulip Man, Sisy --

Can we please, maybe, talk about Anna for a sec? I mean, I understand that the story ends mid- sentence because she dies or she becomes too sick to continue --

- but that does n't mean her family and everyone she loves does n't have a future, right?

Mr. Van Houten, you said you would tell us what happens and that's why we're here. We... I need you tell me. Surely you've thought about it. I mean, as characters --

I mean, I understand. In a literary sense. But it's impossible NOT to imagine some future --

Hey listen douchepants. You're not gon na tell me anything I do n't already know about illness. I need one thing and one thing only from you before I walk out of your life and that's for you to tell me what happens to your goddman characters!

I do n't think you're dying, Augustus. You've just got a touch of cancer.

You think the only way to live a meaningful life is for everyone to love you, for everyone to remember you. Well guess what, Gus, this is your life. This is all you get. You get me, and your family, and this world. And if that's not enough, well I'm sorry, but it's not nothing. Cause I'll remember you, I'll love you --

I wish I could say Augustus Waters kept his sense of humor till the end, did not for a moment waiver in his courage and his spirit soared like an eagle to the sky...

`` So much depends / upon / a red wheel / barrow / glazed with rain / water / beside the white / chickens.''

so much depends/ upon a blue sky/ cut open by the branches/ of the trees./ So much depends/ on the transparent G-tube/ erupting from the belly/ of the blue-lipped boy.

One of the less bull-shitty conventions of the cancer genre is the convention known as the `` Last Good Day...''

This is where the victim of cancer finds himself unexpectedly with some hours...

... when it seems like the inexorable decline has suddenly plateaued, when the pain is for a minute bearable.

The problem, of course, is that there's no way of knowing that your last good day is your `` Last Good Day.'' At the time, it's just another decent day.

I ca n't! I ca n't stay healthy because I'm not healthy, Mom. I am dying. I am going to die and leave you here alone and you wo n't have me to hover around and you wo n't be a mother anymore, and I'm sorry, but I ca n't do anything about it, ok?! Just leave me alone!

I worry that you wo n't have a life. That you'll sit around all day with no me to look after and stare at the walls and be miserable or off yourselves or something.

So when you're waiting for me outside Support Group or whatever, you're always --

Are you kidding? Mom, this is awesome! This is fantastic! Oh my god!

`` Augustus Waters was the great star- crossed love of my life. Ours was an epic love story, and I wo n't be able to get more than a sentence into it without disappearing into a puddle of tears.

Like all real love stories - ours will die with us, as it should. I'd hoped that he'd be eulogizing me, because there's no one I'd rather have...''

`` I ca n't talk about our love story so instead I will talk about math. I am not a mathematician, but I know this : there are infinite numbers between 0 and 1. There's.1 And.12 And.112 And an infinite collection of others. Of course, there is a bigger infinite set of numbers between 0 and 2, or between 0 and a million. Some infinities are bigger than other infinities. A writer we used to like taught us that. I want more numbers than I'm likely to get, and God, I want more numbers for Augustus Waters than he got. But, Gus, my love, I can not tell you how thankful I am for our little infinity. You gave me a forever within the numbered days, and for that I am eternally grateful. I love you.''

... when the cancer, which was made of him, stopped his heart, which was also made of him.

It was unbearable. The whole thing. Every second worse than the last.

One of the first things they ask you in the ER is to rate your pain on a scale from 1 to 10. I'd been asked this question hundreds of times and I remember once, early on, when I could n't catch my breath and it felt like my chest was on fire, and the nurse asked me to rate the pain and though I could n't speak, I held up 9 fingers.

Later on, when I'd been feeling better, the nurse came in and she called me a fighter. `` You know how I know,'' she said. `` Because you called a ten a nine.''

But that was n't the truth. The reason I called it a nine was... I was saving my ten.

There's a beautiful quote in Gus's home that reads `` if you want the rainbow, you got ta deal with the rain.''

I did n't believe a word, of course. But that was ok. Funerals, I'd decided, are n't for the dead.

You're a drunk and a jerk and a failure. And I'd like you to get out of my car right now so I can go home and grieve.

He was really fighting for breath, I guess. He eventually went unconscious, but it seems like, yeah, it was n't great or anything. Dying sucks.

Yeah well I'm over it. I never want to read another word of that asshole's again.

The real Hazel is no less beautiful than the one we just saw .There are , however , some key and obvious differences . First , you 'll notice the OXYGEN TUBE in her nostrils which help her to breathe . Second , you 'll notice her hair - which we could n't see in the grass . It 's much shorter than the `` Perfect '' version , the result of someone whose head was completely shaved a few years before .Hazel 's legs dangle over the side of an exam table . Her mother FRANNIE ( early 40s , younger than she feels ) explains to the DOCTOR :OFF HER LOOK , CUT TO :QUICK SEQUENCE , which play over :

I was just thinking... you should call your friends, see what they're up to.

Hazel, I... I love you and... you know I'd do anything for you, but we do n't...

We do n't have the money. The expense of getting equipment over there - love, it's just not possible...

It's too much, Haze. We ca n't accept something like that from a virtual stranger.

The usual. Fluid in the lungs, preventing oxygenation. They put that in...

Bath. I was just... just trying to take a bath for five seconds. What's the matter?

Dr. Maria called last night and made a convincing case that you need to live --

Just so you know, I'm right here. Sitting next to you. Your mother.

I promise I'll do crazy Mom stuff tonight while you and Gus are at dinner.

You have reservations at a place called Oranjee. Mr. Van Houten set it up. Very fancy according to the Book. And romantic.

When did you get so grown up? I feel like it was yesterday I was telling 8-year old Hazel why the sky was blue. You thought I was a genius back then.

Listen... I'm gon na stretch my legs a little. Give the two of you some time to talk.

You have to eat, Hazel. You're not gon na starve yourself to death just because Gus is sick. You have to stay healthy --

Oh god, sweetie. I'm sorry. I was wrong, ok? It was n't true. It's not something I believe.

As long as either of us is alive, I will be your mother. Even if you die, I --

Even when you die, I will still be your mother. I will always be your Mother.

We're not gon na off ourselves. It's gon na hurt like hell to lose you BUT --

I'm taking some classes. Online. To get my master's in social work.

Working or reading. If I get my MSW, I can council families in crisis or lead groups dealing with ILLNESS --

I may switch you to Zoloft. Or Lexapro. And twice a day instead of once.

-- support Groups are a great way to connect with people who are...

Filled with TEENAGE GIRLS - gossipping , laughing - being teenage girls , basically . And here 's Hazel . With her Mom . And her oxygen tank . Just another day .3 .- HAZEL 'S LIVING ROOM . She sits watching game shows in the middle of the afternoon . Her Mom brings her a sandwich . A glass of water . And then a whole host of prescription meds . Hazel eyes them with indifference .

Hazel sits alone reading a dog-eared , heavily underlined copy of a novel ( `` An Imperial Affliction '' by Peter Van Houten ) . She only looks up when distracted by a squeal of delight . A YOUNG GUY has lifted a YOUNG GIRL over his shoulder playfully . He spins her around . Hazel watches a beat goes back to the book .AND WE CUT BACK TO :

Frannie continues to talk to the doctor . Hazel continues to dangle her feet .The Doctor scratches his beard , thinking .The Doctor looks at Frannie who just shakes her head .Instead of answering , Hazel looks at her Mom .4 .Hazel rolls her eyes , knows she 's lost this battle .SMASH CUT TO :

CLOSE UP on PATRICK ( 30s , pony-tail ) . He has a guitar .ANGLE on Hazel who just shakes her head . This is the lamest thing she could be doing right now .The basement is filled with SICK PEOPLE . Hazel among them . Most are under the age of 18 .QUICK CUTS : 5 .As Hazel watches , bored , and Patrick continues , we hear :They all say :Hazel says it the least enthusiastically . She locks eyes with her only friend in Support Group , a blonde kid with an eye patch , ISAAC . He 's also shaking his head .Oh no . Patrick gestures for her to speak . Reluctantly she stands , sighs ...Not much more to say , Hazel is about to sit down .Hazel has no idea how to answer that .6 .But that 's not what she says . She says :Isaac tries not to laugh at this . Hazel sits back down .Hazel exhales . This is not at all helpful . A few more beats .

... we are gathered here today - literally - in the heart of Jesus.

Patrick. 34. Testicular. It started a few years ago, when I was...

Isaac, I know you're facing a challenging time. Perhaps you would like to say something...

Perhaps you'd like to share your fears with the group, Augustus.

`` Dear Ms. Lancaster... I can not answer your questions, at least not in writing, because to do so would constitute a sequel, which you might publish or otherwise share on the internet. Not that I do n't trust you, but how could I trust you, I barely know you.''

Frannie sits in the car in the parking lot , reading from a book , waiting for Group to be over . She sees the church door open and puts the book away . Hazel comes out . Frannie looks at her like `` well , was it great ? '' Hazel just exhales and gets in the car .CUT TO :

`` America 's Next Top Model '' is on the TV . Hazel sits on one side of the L-shaped couch , flipping through her novel . Frannie and Hazel 's dad MICHAEL ( 40s , kind , doing his best t o stay positive ) sit on the other side , watching her - but trying not to make it seem that way . After a few beats :Frannie and Michael look at one another , do n't say anything .Hazel looks up from the book . Sees her parents . Gets an idea .7 .Frannie and Michael look at one another again .Hazel sighs . And just like that , everyone goes back to what they were doing .CUT TO :QUICK SEQUENCE , which plays over :

Hazel, you need to get out of the house. Make friends. Be a teenager.

Son, you have to understand... Hazel's still pretty sick. She will be the rest of her life.

She'll want to keep up with you - she's that kind of girl - but the truth is, her lungs --

The good news is... no tumor growth. No new tumors in your body.

I always thought being an adult meant knowing what you believe...

Hazel and her parents in the kitchen .Hazel frowns .8 .Hazel mock stabs herself in the stomach with an invisible sword .CUT TO :

A small Episcopalian sanctuary in suburban Indianapolis .Frannie 's car pulls up close to the back entrance .Hazel , oxygen tank in toe , gets out of the car with Frannie 's assistance .Hazel knows she 's not planning to run any errands . She does n't press the issue .As Frannie gets back in the car , she shouts to her daughter :9 .Hazel just shakes her head .CUT TO :

Hazel walks towards the elevator . An EXTREMELY SICK LOOKING KID holds it open for her . Hazel thinks better of it .The KID nods . The doors shut . Hazel is reminded - it could always be worse . She turns to go , walking right into :A SUPREMELY BEAUTIFUL BOY ( we will come to know him as GUS ) . Tall , lean , muscular , straight short mahogany hair , blue eyes . Hazel has never seen a better looking kid in her life .For a brief moment , the Earth stops . They stand looking at one another . Hazel is speechless .With the Beautiful Boy watching , a wan smile on his face , Hazel shuffles off as fast as she can , ducking into :

Hazel catches her breath . Shakes her head . Surprised at herself . She looks in the mirror . So does n't like what she sees . The Earth starts moving again .CUT TO :

Hazel sits in the Circle of Sick .No volunteers . Hazel catches sight of the Beautiful Boy , sitting next to Isaac . He seems to be watching her , that same flirty smile on his face . She self-consciously looks away .10 .Isaac nods , rises .Hazel tries to focus on what Isaac 's saying but it 's difficult . She still feels the Beautiful Boy 's gaze on her .As Isaac shares , the Beautiful Boy does n't look away from Hazel . Hazel finds this intimidating . And intimidation irritates her . So she decides to play the game with him , meeting his gaze and holding it just as firmly . A staring contest .Isaac nods towards the Beautiful Boy who now has a name -AUGUSTUS . He still does n't look away from Hazel .The staring contest continues another few beats until :This causes the Beautiful Boy to momentarily look away . Aha , he 's lost the contest ! Hazel smiles , flicks her eyebrows up as if to say `` Victory is mine ! '' He smiles back at her , the most radiant smile on the planet . He turns back to the Group .11 .Gus holds up his right leg - a prosthetic .Hazel smiles . Gus catches this . Embarrassed , she stops smiling and looks away .Gus thinks about this .ANGLE ON Hazel , intrigued .Patrick does n't quite have the tools to deal with that .And Hazel 's hand goes up . Even Patrick is surprised by that .Hazel stands , takes a second to gather her thoughts . Augustus watches her , waits for it .Gus is now even more fixed on her than before .12 .The look on Gus 's face is unreadable .A beat . And then an enormous smile spreads across Gus 's face , not a flirty smile but a surprised one , a real one .CUT TO :

It's looking like another surgery in a couple weeks. After which, well, I'll be blind...

Not that I'm complaining or anything. I know a lot of you have it way worse but, still, I mean, you know, being blind's gon na suck...

Hi. I'm Augustus Waters. 17. Had a touch of osteosarcoma bout a year and a half ago - lost this baby as a result...

Me? Oh I'm grand. I'm on a roller coaster that only goes up, my friend.

Yeah, see... I intend to live an extraordinary life. To be remembered. If I'm scared of anything it's... not doing that.

She did n't want to do it after the surgery. Said she could n't handle it. I'm about to lose my eyesight and she ca n't handle it.

I kept saying `` always'' to her. Always, always, always. And she just kept talking over me and not saying it back. It was like I was already gone, you know? `` Always'' was a promise! You ca n't break promises.

Right, sure, but you keep the promise anyway. That's what love is. Love is keeping the promise anyway.

She has n't even visited. Fourteen months we were together. What kind of person...

That is huge. I mean, seriously, is this my freakin' arm or a dartboard? Three - no condescending voice.

I do n't know. To be honest, I think a hell of a lot more about Monica than my eye. Is that crazy? That's crazy.

But I believe in love, you know? I do n't believe that everybody gets to keep their eyes or not get sick or whatever, but everybody should have true love. Do n't you think?

Great. Wonderful. I mean, they're not in my head is the only problem.

I've stopped thinking about it. Moving on. There's a new girl in Support Group with these humongous -

`` Augustus Waters was a self- aggrandizing bastard. But we forgive him. We forgive him... not because he had a heart as figuratively good as his actual one sucked, or because he got 18 years when he should have gotten more.'' GUS

I'm assuming you've got some time, you interrupting bastard! I mean seriously...

`` Augustus Waters talked so much that he'd interrupt you at his own funeral. And he was pretentious.

Sweet Jesus that kid never took a piss without pondering the resonances of human waste production. And he was vain. But that comes with superhuman handsomeness.''

`` But I will say this : when the scientists of the future show up at my house with robot eyes and they tell me to try them on, I will tell the scientists to piss off, because I do n't even want to see a world without Augustus Waters.''

`` And then, of course, having made my rhetorical point, I will put my robot eyes on because, I mean... robot eyes!''

We talked at the cemetery. Said he came all this way to give you that.

That's what he said. Gus had written something, sent it to Van HOUTEN --

I thought we were in a church basement but apparently we were literally in the heart of Jesus.

I enjoy looking at beautiful people and I decided a while back not to deny myself the simpler pleasures of existence. Particularly given that, as you so astutely pointed out, we're all gon na die pretty soon.

`` Always'' is their thing. They'll `` always'' love each other and whatnot. Must have texted `` always'' to each other at least four million times this year.

It's a metaphor. See? You put the thing that kills you between your teeth. But you do n't give it the power to do the killing.

The fourth time I took the test... it was going about how this is going... and when it was over, the instructor looks at me and goes, `` your driving, while unpleasant... is not technically unsafe.''

A college girl! Well that explains the aura of sophistication...

Do n't tell me you're one of those people who becomes their disease.

In that case... I am going to read this horrible book with the boring title that does not contain zombies or stormtroopers. And in exchange...

... all I ask is that you read this brilliant and haunting novelization of my favorite video game.

A gentle reminder : Isaac is in the midst of a psychotic episode.

It does n't hurt to talk to him, however. If you have any sage words of feminine advice...

I've been wanting to call you on a nearly minutely basis but I have been waiting until I could form a coherent thought in re : `` An Imperial Affliction.''

It's torture! I mean, I totally get that she died or whatever - Anna. But there is an unwritten contract between author and reader and I think ending your book in the middle of a sentence kind of violates that contract.

I've been looking for a way to tell my Dad that I kinda hate basketball. Think maybe we've found it.

So I read it again. And I just kept feeling like... like it was a gift. Like you'd given me something important.

Yes. We need to know what happens to Anna's family after she dies.

`` Dear Mr. Waters... I am writing to thank you for your electronic correspondence received this 6th of April.

`` I am grateful to anyone who sets aside the time to read my book...''

I found his assistant. I emailed her. She must have forwarded it to him.

`` I am particularly indebted to you, sir, both for your kind words about ` An Imperial Affliction' and for taking the time to tell me that the book, and here I quote you directly, ` meant a great deal' to you.''

`` To answer your question : No, I have not written anything else, nor will I. I do not feel that continuing to share my thoughts with readers would benefit either them or me. However thank you again for your generous email. Yours most sincerely, Peter Van Houten.

Hazel Grace, could I, with my meager intellectual capabilities, make up a letter from the great Peter Van Houten?

Bit pretentious. But then again, Van Houten uses words like `` tendentious'' and... `` bacchanalia'' so I think he'll like it.

Hazel Grace! You did not use your one dying Wish to go to Disney World!

Did n't cut this fella off for the hell of it. Though it is an excellent weight-loss strategy. Legs are heavy!

You're probably wondering why you're sitting here eating a bad cheese sandwich and drinking orange juice with a guy in a Rik Smits jersey.

Hazel Grace, like so many before you - and I say this with great affection - you spent your Wish... moronically.

You were young. Impressionable. The Grim Reaper staring you in the face. And the fear of dying with your one true Wish left ungranted led you to rush into making one you did n't really want, for how could little Hazel Grace, having never read `` An Imperial Affliction'' ever know that her one TRUE wish was to visit Mr. Peter Van Houten in his Amsterdamian exile.

If you were smart, you would have saved your wish til the time in your life when you really knew your true self.

I'm not gon na give you my Wish or anything. But I too have an interest in meeting Peter Van Houten and it would n't make much sense to meet him without the girl who introduced me to his book, now would it?

You do realize... trying to keep your distance from me will in no way lessen my affection for you.

I get it. One day you're going to explode in a huge ball of fire and everyone close to you will die in your wake.

There's already two people in your life you're going to destroy. Why add a third to that list. Am I right?

You're so busy being you that you have no idea how utterly unprecedented you are.

Holy -- look at that?! NOTHING HAS EVER LOOKED LIKE THAT EVER IN ALL OF HUMAN HISTORY!

I want this dragon carrot risotto to become a person so I can take it to Vegas and marry it.

When I first found out I was sick - I mean, they told me I had like an 85 % chance to be cancer-free. Great odds, sure. But that meant a year of torture, the loss of my leg, and still a 15 % chance it might fail.

So right before the surgery I asked my parents if I could buy a suit, like a really nice suit, just in case I did n't make it.

Oh for sure. I mean, not like a heaven where you ride unicorns, play harps, and live in a mansion made of clouds but, yeah, I believe in something.

I'm in love with you. And I know that love is just a shout into the void, and that oblivion is inevitable, and that we're all doomed and that there will come a day when all our labor has been returned to dust, and I know the sun will swallow the only earth we'll ever have, and I am in love with you.

I will. Better than any shit that drunk could write. With blood and guts and sacrifice. You'll love it.

I know... I know. Apparently the world is not a wish-granting factory.

Just before you went into the hospital... There was this... I felt this... ache in my hip.

Do n't you worry about me, Hazel Grace. I'll find a way to hang around and annoy you for a long time.

I do n't suppose you can forget about it, treat me like I'm not dying.

I hate to one-up you but... seems my entire body is made out of cancer now, so...

I need speakers at my funeral. I thought maybe you and Isaac... but especially you --

Who cares where she is? This is not about her. This is about you.

Hello ma'am. Your daughter has done an injustice and we've come here seeking revenge. We may not look like much. Between the three of us, we have five legs, four eyes, and two and a half working lungs.

But we also have two dozen eggs. So If I was you, I would go back inside.

I know it's kid's stuff but... I always thought I'd have a grand story to tell, you know? Something that would run in all the papers. I always thought I was special.

No! Please! Hazel, listen to me. Do not call 911 or my parents -- I'll never forgive you -- Do n't, please.

I wanted to buy some cigarettes. I lost my pack. Or they took it.

I do n't know. They said they'd get me another one but I wanted... to do it myself. Do one little thing myself.

Quick question for you. Did you ever write that eulogy I asked you to prepare?

Excellent. Do you think you could find yourself at the Literal Heart of Jesus in 20 minutes.

I wanted to attend my funeral. By the way, will you speak at my funeral?

Sweet. I'm hopeful I'll get to attend as a ghost, but just to make sure, I thought I'd - well, not to put you on the spot, but I thought I'd arrange a pre-funeral.

Hazel waits for her Mom 's car to appear . Across the parking lot , she sees Isaac going at it with a redhead , MONICA ( 17 ) , sucking face like there 's no tomorrow against the door of her green Pontiac Firebird . Between kisses , we can hear :And Hazel hears :Hazel turns to find the Beautiful Boy , Augustus , standing right next to her .Hazel smiles .Gus laughs .13 .Gus nods to himself , smiles . Still fixated on her .Hazel is taken aback . No one 's ever said that to her before .A CUTE YOUNG GIRL walks past them .Hazel is n't surprised that other girls know Gus . Of course they do . She turns back towards Isaac and Monica pawing at each other . She hears :14 .They continue to watch the show . It 's pretty gross . Isaac squeezes Monica 's breast like a clown horn .Hazel is again surprised .He shrugs . Hazel has never seen someone so confident .As Hazel mulls this over , Gus reaches into his pocket and pulls out , of all things , a pack of cigarettes ! Hazel is in disbelief . He flips the box open , puts a cigarette between his lips .15 .As she rants , Gus continues to look at her with that smile on his face . Hazel does not find it so amusing .Hazel folds her arms and turns away from him .Gus takes a beat and then moves to face her , the smile still etched on his face .Hazel turns back to him .Hazel is floored . And impressed .Gus holds her gaze . And it 's at this point Frannie pulls up .16 .Hazel looks at Gus , cigarette dangling from his lips . Cool as anything . Handsome as hell . She looks back at her mom .And with that , she walks off . Frannie looks at the boy with the cigarette in his mouth . This could be trouble . Or awesome . Or both . And weCUT TO :

Hazel is terrified . Turns out , Gus is the world 's worst driver . When he brakes , her body flies forward against the seatbelt . And when he hits the gas , seconds later , her neck snaps back in the seat . Gus sees the look on her face .Another brake forces Hazel against the seat belt .A few beats of silence .Hazel takes a deep breath . She 's told this story before but somehow this seems different .17 .And as she speaks , we see it unfold .SMASH CUT TO :

This poor little girl is taking a beating . And it 's just getting started . - Radiation treatment .- Having her head shaved by Frannie .- With a PICC line in a chemo chair .- A RADIOLOGIST looks at an X-ray . He 's not pleased .- 14-Year Old Hazel lies in bed , struggling to breathe . Frannie runs her fingers through her hair . Dad calls 9-1-1 .- In the ICU , her parents standing over her .18 .14-Year Old Hazel nods . Michael ca n't keep it together any longer . He completely breaks down .

The sun shines in the room . 14-year old Hazel eats ice chips , the color has returned to her cheeks .

Slightly older Hazel is getting more intravenous medication . It 's never ending .- A SECOND RADIOLOGIST examines a second X-ray .The Radiologist looks surprised .AND FINALLY , BACK TO :

Gus has one eye on the road , the other on Hazel . He was impressed with her before . He 's totally dazzled now .19 .He smiles at her . She smiles back . Shoves his upper arm playfully . They 're easing into each other . Eventually Gus 's car pulls into his driveway .He 's as good at parking as he is at driving .CUT TO :

Hazel follows Gus inside . She quickly notices all sorts of engraved plaques and framed signs with phrases like `` Home is Where the Heart Is '' and `` True Love is Born from Hard Times . '' Hazel looks at Gus quizzically .Gus 's MOM and DAD ( 40s ) are in the kitchen making dinner .20 .Gus 's parents do n't seem surprised to see Gus with some random girl in their house . Hazel takes note of that .Gus drags Hazel to the next room . As she 's pulled :They walk down the carpeted stairs - Gus having an easier time with his one leg than Hazel is with her oxygen tank and weak lungs . Eventually they arrive at Gus 's basement bedroom . There 's a TV with a video game console , a few band posters , and a whole host of basketball memorabilia ( autographed sneakers , school trophies , framed images etc . ) Gus sees her looking at them .Gus grabs a DVD from his stack of DVDs . Hazel sits down on the bed , her breathing noticeably heavier .Gus sits down next to her on the bed .21 .Gus smiles . He waits for her breathing to slow down . In time :Hazel nods , smiles .Interests , hobbies , passions , weird fetishes ...22 .Gus pulls a book from his bookshelf .Hazel looks at the slim , ridiculous novella . She laughs . She 's adorable when she laughs . She takes the book from him and as she does , their hands get tangled together for a brief , charged moment .Hazel blushes . And off her completely smitten smile ,CUT TO : 23 .

Hazel sits in bed reading Gus 's novella . Frannie stands in the doorway , notices the new book .Hazel shrugs . Frannie looks intrigued .Frannie rolls her eyes . Hazel 's phone buzzes . She excitedly checks it - only to be disappointed . Frannie notices .Frannie says nothing to that . Her silence says it all . HazelROLLS HER EYES . CUT TO :

Hazel continues `` not to wait '' for Gus 's call . We see her : - Brushing her teeth . And checking her phone . - Watching TV . And checking her phone . - Eating breakfast . And checking her phone . - Looking out the window on a rainy day . Trying not to check her phone . Willing herself to not check the goddamn phone . And checking the phone . Where is he ? ! Did he forget about h er ?

Hazel at the dinner table with her parents . She 's a little sullen , barely touching her food . Hazel 's phone buzzes . She tries not to seem too eager to check it , what with her parents watching and all . She subtly looks down at her lap . And sure enough : a text from Gus ! Her eyes bug out . We see :24 .`` Tell me my copy is missing the last ten pages or something . '' Hazel smiles . Goes back to eating . Frannie and Michael share a quick glance . A second later , there 's a follow-up text . `` Tell me I have NOT reached the end of this book ! '' Hazel smiles again . And then a third text : `` A BOOK CAN '' T END IN THE MIDDLE OF A SENTENCE ? ! WHAT IN GOD 'S NAME IS THIS MADNESS ! AAAAHHHH ! '' Hazel now laughs out loud . Michael clears his throat . Hazel looks up .

Hazel sits down on a patio chair and dials the phone . Gus answers on the first ring .At which point she hears a loud WAIL coming from the other end of the phone .INTERCUT BETWEEN HAZEL ON THE PATIO AND :

Isaac 's head is buried in Gus 's couch . He 's wailing like a banshee , having some kind of nervous breakdown .Hazel hears more wailing . Has no idea what to make of it .25 .Hazel genuinely has no idea what the hell is going on .Hazel waits a few beats for Gus to come back on . Finally :Hazel thinks about this . And on her face ,CUT TO :

Hazel descends the steps . She hears an ungodly moan before she sees anyone . What has she gotten herself into ? Gus appears at the base .Gus waits for a response . None comes . He gestures for her to follow him into the room . Before he does :Hazel blushes , follows Gus into the room to find Isaac sitting upside down in a gaming chair . Tears are flowing down his reddened cheeks . Empty soda cans and bags of junk food lie around him .Again , no response . Hazel looks to Gus for an explanation .Isaac starts to sob again .26 .Gus winks at her . At which point , Isaac lets out another howl . Gus gestures for Hazel to sit . The two of them flank Isaac . He finally speaks .Hazel rubs his shoulder in sympathy .It 's silent for a beat . And then Isaac stands up , a funny look on his face .27 .Suddenly Isaac starts kicking his chair across the room .The chair lands against the bed . Gus hands Isaac something else to throw , a pillow . Isaac grabs the pillow and slams it against the wall . He dives on it and beings pummeling the pillow like a maniac .And so he does . As he continues to , Gus looks at Hazel , cigarette dangling from his mouth .28 .Hazel beams . Gus totally gets the book . A bond between them .Gus stands and takes the pillow out of Isaac 's hand .Gus hands Isaac one of his basketball TROPHIES .Isaac looks at it , then back to Gus as if asking permission . Gus nods . Isaac holds it over his head and SMASH ! The trophy breaks into a million pieces . Isaac almost smiles . Gus hands him another .And Isaac does . Smashing them one by one . Hazel looks at Gus .Isaac grabs more of the TROPHIES , smashing them to pieces . Gus and Hazel enjoy the spectacle . When there are none left Isaac is panting , standing over the bronze carnage .Isaac thinks about it . Shakes his head no . Gus puts his arm around him but looks at Hazel .29 .Hazel smiles . And on her face , weCUT TO :

Where Hazel is having dinner with her parents .Hazel nods . This could be a source of worry but she 's not going to think about that right now . She 's upbeat . And she 's actually eating , which her parents ca n't help but notice . Frannie and Michael look at one another , pleased .Hazel 's phone buzzes . `` Augustus . '' She looks to her parents .

Hazel lays on the grass in her backyard staring up at the stars . She rings him back and as she does SPLITSCREEN w/ Hazel in the grass and :

Gus ( upside down ) in bed , a laptop on his chest .30 .Gus clears his throat , smiles . Hazel waits .Hazel sits up . Could it be ... ?31 .Hazel pays attention to every word .Hazel jumps up as fast as her lungs will allow .CUT TO :

Hazel sits at her computer , Van Houten 's assistant 's email address staring her in the face . The cursor blinks on a blank page . And then Hazel starts writing ...32 .While Hazel reads the letter , we see a SERIES OF SCENES showing the next several days . They include : - Hazel and Gus drinking coffees at a cafe . He 's enthusiastically telling a story and she 's enjoying every moment of it . - Hazel helping Gus become a better driver . It 's no use .- In his kitchen , laughing , trying to make omelettes .- Watching TV . Their bodies almost touching . But not quite .And finally , back in Hazel 's bedroom . She finishes reading this letter into the phone .INTERCUT w/ Gus bouncing a ball against the wall , listening .33 .Hazel smiles , looks at a clock .Neither one of them want to hang up the phone .They both laugh at this .Hazel smiles .Gus hangs up . We stay with Hazel . Is it really possible this Beautiful Boy likes her ? She thinks about it . She 's not convinced .CUT TO :

Isaac lies in bed , bandages covering his eyes , now officially blind . A NURSE attends to him while Hazel sits by his side .34 .The Nurse exits the room .They laugh and then lapse into silence for a moment .35 .Hazel thinks about it as Isaac presses the button on his pain pump , self-administering morphine .Isaac exhales as the pain pump starts to kick in .But Isaac is already asleep . Whatever he was going to say about Gus is gone . Hazel nods , pats his hand .CUT TO :

You'll get over her Isaac. Just takes a little time. You'll see.

Hazel rolls out of bed , stumbles to her computer . She casually checks her in-box and is shocked to discover - he 's written her back !Hazel 's jaw hangs open as she reads the next part :36 .Frannie races in , clearly expecting a health problem .Hazel shows Frannie the note . Frannie reads it .Frannie thinks about how to respond for a beat .Clearly Frannie feels awful . Which makes Hazel feel awful .Forget I mentioned it . A beat between them . Frannie walks out , sadly . Hazel sits on the bed , totally bummed now for two reasons .

Hazel and Gus walk together on the sidewalk .37 .Hazel does n't want to say . Gus realizes .The word `` crush '' has taken Hazel totally by surprise .38 .She looks at him . A beat . She quickly looks away , blushing . Gus continues on about Disney but all Hazel can think about is `` CRUSH '' . She tries not to seem too excited .CUT TO :

Hazel , in a hospital gown , is slowly fed through the machine . A TECH explains that she should hold still , try and relax , etc . But Hazel knows . She knows all about these procedures . She 's a pro .CUT TO :

Gus is waiting on the front stoop when Frannie 's car pulls up . They 're home from the hospital . He wears an Indiana Pacers JERSEY and carries a bouquet of bright orange TULIPS . Michael gets out of the passenger 's seat to help Hazel out of the car . Gus rises to assist them .Hazel sees Gus , was n't expecting him .

Gus is with Frannie and Michael downstairs .39 .Meanwhile , upstairs , Hazel gets ready for the date . She 's put the orange flowers in a toothbrush holder and is putting on LIP GLOSS . She can faintly hear the conversation downstairs . ANGLE ON Gus sitting on the stairs . Michael next to him .ANGLE ON Hazel , checking herself out in the mirror . Seems to like what she sees a lot more than before . BACK ON Gus and Michael , downstairs :ANGLE on Hazel , who can hear all of this . She stops what she 's doing and listens .Hazel appears , silencing her Father mid-sentence .CUT TO :

Behind the Indianapolis Museum of Art is 152 Acres of Gardens and Grounds . Hazel and Gus walk together .40 .Hazel laughs , elbows him .Gus picks a STICK up from the dirt . Draws a BIG CIRCLE in it .Now Gus draws a much smaller circle inside that circle .Hazel laughs . Point made . He grabs her hand , helps her walk up a tiny hill . Once up there , Gus lays a blanket on the ground . They sit , looking out over a rather odd SCULPTURE - a set of GIANT WHITE BONES where children can jump and play .Hazel raises an eyebrow at Gus . He 's sure taking this Amsterdam/Dutch thing pretty far . He removes some sandwiches and orange juice out of a basket .They eat for a second , their eyes watching the children play on the bones .41 .Gus stands up , takes a cigarette , puts it in his mouth . He clears his throat .Hazel nods in agreement .42 .Gus stops talking . Hazel is confused .Gus smiles .Hazel cocks her head to one side . What is he talking about ?She starts to realize .Hazel is so excited that she grabs Gus and pulls him into a hug . Their faces close , lips inches apart , and just when it looks like something might happen --A beat . Gus blinks a few times .And kiss him she does . He 's surprised . And when it 's over , they sit back , look at one another . A magic moment .43 .And Hazel is beyond touched . We hear :

Where Hazel 's oncologist DR. MARIA shakes her head .44 .And judging from her face , seems she 'd kinda like to . Dr. Maria looks at Frannie , shrugs - kid 's got a point . Hazel smiles . And on that smile , weSMASH CUT TO : BLACK .Over which , we HEAR :

The PET scan is encouraging. We just do n't know how long it'll stay that way. What if you get sick in a foreign country?

Be that as it may, without someone familiar with your particular case, I ca n't --

But if we stopped it entirely, we're likely to face even graver dangers.

That's what we have to decide. The truth is... very few people have been on Phalanxifor as long as Hazel has. We do n't really know the long term effects.

You would not be considered a... strong candidate for a transplant.

[ Note : There 's no sound in this sequence . Just images . ] Hazel wakes up screaming in the middle of the night , shaking and holding her head . Frannie and Michael burst in . Mom grabs her crying daughter , frightened beyond belief , waves to Michael to call for help .He leaves the room to do so and Fran stays behind , rocking with her daughter , promising her it 'll all be ok. Whatever nightmare this is , it 's going to end .CUT TO :

Still silent . Michael drives , trying to keep it together . Frannie 's in the back with Hazel 's head in her lap .45 .Hazel continues to scream in silence , whether from pain or terror , we do not know .

Michael carries Hazel into the chaotic emergency room . They 're practically running . There 's still no sound .The doctors rally to assist the screaming , crying child . She 's wheeled away from her family who can only watch . We stay with her and WE HEAR :END SEQUENCE .

The sound returns . And it 's the sound of a heart monitor . BEEP . BEEP . BEEP . It 's also the sound of a working heart . Hazel has made it through . Her eyes open . A NURSE is there .Even Hazel seems surprised by that .Hazel nods . The Nurse goes to get them . Soon they come bounding in , crying and kissing her repeatedly . So much relief .CUT TO :LATER . Hazel 's bed has been raised up so she can talk to her parents `` comfortably . ''46 .There 's a TUBE in Hazel 's side draining fluid into a plastic bladder that hangs off her bed .( That 's a lot of fluid . )Hazel nods . That is a relief .Frannie embraces her daughter .Hazel nods again . Only in the universe of Hazel Grace Lancaster is something like this just a thing . Meanwhile :

Here 's Gus , his foot tapping nervously on the floor . It 's unclear how long he 's been waiting there . He sees Michael walk down the hall . Races after him .Gus nods , as relieved as the rest of them .47 .Gus smiles . And sits back down . Though he wo n't get to see her , he still wants to stay .Michael really likes this kid .Gus looks up . That might be for the best .CUT TO :

Hazel and her Parents sit at a very large conference table along with Dr. Maria and THREE OTHER ONCOLOGISTS - her whole `` Cancer Team . ''Silence . Hazel looks around the room , waits for someone to answer . No one does .DR. SIMMONS ( late 60s , white beard , old school ) speaks next .Hazel hears the `` yet '' the loudest .48 .That comforts no one .The Doctors look at one another like `` who wants to take that one ? '' Eventually :Hazel takes that in , nods , tries to pretend it did n't bother her . Sensitive Michael on the other hand starts to cry a little bit . He grabs Frannie 's hand .As Dr. Simmons drones on with some cancer gobbledygook , Hazel 's eyes remain firmly fixed on her parents . She hates what she 's doing to them . And seeing them holding hands , crying but trying not to cry - it jogs a memory .CUT TO :

The great news is... Phalanxifor continues to control your tumor growth.

The not so great news is we're still seeing serious problems with fluid accumulation.

It's a strange case. Normally the tumors start resisting the treatment. But that has n't happened here - yet.

We're trying to prevent endothelial growth while at the same time preventing immunosorbent...

Look, I do n't know any other way to say this... You're just too sick.

We saw this once before . It looks like the end for 13-year old Hazel . Her father is weeping off to the side while her mom stands over her , holding her hand , and asking :13-year old Hazel nods . The doctors get to work . The anaesthetic takes hold and Hazel goes under . But not enough . Cause she totally hears her mother say :49 . SHE FALLS INTO HER HUSBAND 'S CHEST . AND WE 'RE BACK TO :

Hazel comes out of the memory when her parents see her staring at them . She tries to shake it off . Dr. Simmons is still talking nonsense when :Dr. Simmons ca n't help himself . He laughs . Everyone looks at him . He clears his throat .50 .And this is like a punch in the gut .Everyone feels horrible now . Dr. Maria , Frannie and Michael , and even Hazel . This meeting could n't have gone worse . And weCUT TO :

Hazel parent 's bring her home from the hospital . She looks miserable . It 's clear the last few days have been a big emotional set back .CUT TO :

Her parents tuck her in .Hazel nods . Her phone buzzes . She looks at it . A text from Gus that reads : `` ok ? '' Hazel looks at it . And she does n't write back .CUT TO :

Hazel sits staring at nothing . The house phone rings . Michael comes in from another room with the phone in hand . Whispers :Hazel thinks about it - silently shakes her head , no . Michael says into the phone .Hazel stands and goes into her bedroom , clearly depressed .51 .

Hazel reads from `` An Imperial Affliction . '' Her phone buzzes again . `` Augustus . '' It just says `` hello ? '' Again she ignores it . And then a second text . She looks at it . `` The silence is deafening . '' She puts the phone back down . Hazel 's heart breaks . She ca n't take it anymore . She picks the phone back up . She texts the following : `` I do n't know if you 'll understand this but I ca n't see you anymore . I mean I want to . I just ... '' She thinks about the rest . She writes : `` I 'm a grenade . '' She sends the text . Waits . And then there 's more to say . She sends a second text . `` When I look at you , all I can see is what I 'm going to put you through . I ca n't have that . I 'm sorry . '' She sends that text . Waits . He writes back . `` Ok. '' Hazel reads it . Writes back : `` Ok. '' A beat . Gus responds : `` oh my god , stop flirting with me ! '' Hazel smiles - she ca n't help herself ! - but she must . She gets her emotions in check . Puts the phone away .CUT TO :

Inside , Hazel is about as miserable as the weather . The sky and the circumstances - have cast a grey pall over the day .

Hazel walks out back . Looks up at the clouds , threatening rain but not yet delivering it . She sits down in the grass , on the verge of tears . She looks at the old rusty SWING SET that 's been in her backyard for years .52 .And starts to cry . Just for a few brief moments , she lets herself cry . Then she wipes the tears . Becomes strong again . And makes a decision . Hazel dials her phone . We hear :Hazel is on the verge of losing it again . A few beats of silence pass by .Hazel ca n't help but smile and weCUT TO :LATER . Same backyard - only now Hazel is with Gus . Which makes everything better . They both look at the swing set .Hazel nudges her head onto his shoulder .53 .Hazel says nothing .Hazel looks at him . He 's sure not making this easy .Hazel nods .Gus is silent . He ca n't argue . They stand there quietly a few more beats , looking out at the swing set . Until :

Hazel sits at the computer screen writing a Craigslist post . Gus stands next to her .54 .Gus laughs .Gus laughs harder . Hazel laughs with him .Hazel looks at him , not understanding .Hazel absorbs that . Her feelings for this boy in a tangle .CUT TO :

Gus and Hazel watch as a TOWNIE finishes loading the swing set into the back of his PICK-UP . Gus salutes the swing set as the truck drives off . Then he sneaks a quick kiss on Hazel 's cheek . She shoots him a look . Gus throws up his hands .She playfully elbows him away .

Hazel walks with Isaac out of Support Group .55 .Hazel does n't know what she wants .

Hazel is at her computer reading a new email from Lidewij Vliegenthart . Clearly Hazel was not expecting this .Hazel is confused . She stands and walks into the hallway .No response .Frannie races out of her room in a towel , dripping wet .Frannie purses her lips and squints past Hazel . Clearly unsure what to say .56 .Frannie ca n't keep a straight face .Hazel ca n't move all that fast to hug her Mom so Frannie comes to her and they embrace . After :When she leaves Hazel grabs her cell phone . ANGLE ON IT . Hazel sends Gus the following text : `` STILL FREE MAY 3 ? : - ) '' A moment later Gus responds : `` EVERYTHING 'S COMING UP WATERS ! '' Hazel is over the moon with excitement . She smiles , then tries to calm herself , knowing it 's the best thing .

Luggage waits by the door , including oxygen tanks and medical equipment . Frannie makes breakfast as Hazel enters , now dressed and excited for the trip .And a moment later Michael joins them .57 .They 're all going crazy with excitement !CUT TO :

Michael finishes loading up the car . Kisses his wife goodbye . He embraces Hazel . She hugs him back and of course he starts to cry .Michael lets go of her and wipes away his tears . They look at each other . Unable to help himself , he grabs her for another hug . Hazel lets him , laughing .

The car is packed with oxygen tanks , a suitcase for clothes , another for medicines and back-up medicines just in case etc . Frannie pulls up to Gus 's house . They get out of the car and head to the front door , buzzing with excitement . As they get close , they can hear a commotion inside . A WOMAN 'S VOICE yelling something unclear , followed by :Frannie immediately puts her arm around Hazel and quickly spins her back to the car .Back at the car , far out of earshot , they wait . Hazel unsure what that was about . Frannie politely honks the horn . A moment later Gus emerges from the house , smiling . A travel bag over his shoulder and a cigarette dangling from his lips .58 .Frannie does n't know what to make of any of that . She just says , when they stop and look at her :

A SKYCAP helps Hazel , Gus and Frannie with all their bags and equipment .

They wait in line for the security checkpoint . When it 's Hazel 's turn she unhooks the plastic nubbins from her nose . Gus places the oxygen tank on the conveyer belt . Hazel takes slow , careful steps through the metal detector . She seems determined to get through this without any help . But upon reaching the other side it 's clear that even these few steps without oxygen were a struggle . Hazel holds on to the side of the conveyer belt to steady herself . As soon as her tank reappears she puts the cannula back in place . Still light-headed , Hazel closes her eyes and focuses on her breathing . She catches her mom looking at her , nervously .

Arriving at the Gate area they draw curious looks from the OTHER PASSENGERS : Hazel with her oxygen tank , Gus with his noticeable limp and Frannie helping with the equipment . A YOUNG COUPLE gets up so that Hazel and Gus can sit .But they give up their seats anyway . Hazel and Gus take them . We see various Passengers watching . Hazel ignores the attention until a LITTLE GIRL ( 6 , cute braids ) appears .59 .The GIRL 'S MOTHER swoops in , a little frantic .Hazel removes her cannula and let 's the Little Girl try it .The Little Girl nods , hands it back to Hazel , who quickly reattaches it .They smile at each other before the Little Girl walks back to her family . She waves . Hazel waves back .60 .

We will now begin pre-boarding Flight 144 to Amsterdam. For those passengers in need of extra assistance...

Hazel sits in the middle with Frannie on the aisle and Gus at the window . He looks around , antsy .Gus shakes his head , he has not . And he 's nervous . He pulls a cigarette out of his pocket and puts it in his mouth . Within seconds a FLIGHT ATTENDANT rushes over .The Flight Attendant shoots him a look .Gus nods and puts the cigarette away .The engines roar to life and the plane accelerates towards take off . Gus is getting more worried by the second . He grabs the arm rest , his eyes wide .Gus does n't say it back . Hazel laughs .Gus grabs Hazel 's hand as the plane lifts off . He looks out the window - they 're flying ! - and then back to Hazel .Hazel smiles at his enthusiasm .61 .He 's adorable at this moment . Hazel ca n't resist leaning over to give him a kiss on the cheek .Hazel shoots him a look . Gus shrugs - `` what , it 's the truth . '' Hazel just shakes her head .CUT TO :LATER . Mid-flight , the plane is dark , Frannie 's asleep . Hazel and Gus watch the same gory action movie . Actually , he watches the movie . She just watches him watch it . He watches it with gusto . Hazel continues to watch him . Try as she might , she 's falling in love .CUT TO :SFX : the PLANE touching down .CUT TO :

Hazel , Gus , and Frannie ride in the back of a YELLOW CAB .Hazel and Gus share a look .Meanwhile , the landscape outside is flat and dusty , with dirt tracks and the occasional concrete building . In other words , it looks more like Indianapolis than Holland .62 .Soon enough , the cab takes an off-ramp and turns a corner and suddenly , it 's as if they 're transported - not only to another universe but to another time as well . We see MULTI-COLORED ROW HOUSES lined on both sides of a windy CANAL . HOUSEBOATS float against the edges and everyone rides BICYCLES down cobblestone streets . They 're astounded .

Indiana. They steal from the Indians but the keep the name, yes?

Yes and no. Amsterdam is like the rings of a tree. It gets older as you get closer to the center.

Gus helps Hazel and Frannie bring their stuff into the room . We see a WICKER BASKET of gifts - presents from the Genies - welcoming their arrival . Hazel , exhausted , sits on the bed .Hazel nods , already drifting off to sleep .CUT TO :

Some time later . Hazel stirs . Her Mom is seated in a sagging , paisley CHAIR across from the bed reading a TRAVEL GUIDE .Hazel shoots Frannie a look . Even in an exotic city , her Mom still ca n't enjoy herself .63 .Hazel just shakes her head .CUT TO :

Frannie opens the door to find Gus in a perfectly tailored BLACK SUIT , cigarette dangling from his mouth .A few beats later Hazel emerges from the bathroom . She wears a knee-length , pale blue SUNDRESS . And she looks ...Gus offers Hazel his arm . She takes it . They 're ready to go .64 .

Hazel and Gus ride the crowded tram through the city . ELM TREES line the canals , their pale petals blowing into the wind like a spring snowstorm . An OLD COUPLE stands to give up their seats - this happens all the time . Hazel again tries to protest and again it falls on deaf ears . She and Gus sit . They look out the window onto the city . Excited . The night just beginning .

At the edge of the canal , near an ancient bridge . Hazel and Gus are shown to a TABLE right next to the water .Gus pulls out Hazel 's chair for her . A WAITER brings them a bottle of CHAMPAGNE as they sit .Hazel and Gus look at each other . Is this a dream ? The champagne is poured and Gus raises his glass .Hazel raises hers .They clink glasses and sip .Hazel and Gus smile .Gus looks at Hazel . She shrugs .65 .The Waiter leaves . Hazel and Gus look at each other .Hazel shakes her head , trying not to smile but unable not to . The Waiter brings two more glasses of champagne and a plate :Hazel takes a bite .Gus takes a bite .Meanwhile , down on the water a BOAT passes , filled with merry , drinking LOCALS . One of them raises a glass to them and says something in Dutch .66 .Hazel and Gus smile . This night could not be going any better so far .CUT TO :LATER . Hazel and Gus enjoying their second courses .Hazel leans back in her chair , in need of a breather .Gus winks .CUT TO :LATER . Dessert on the table . As they euphorically eat :67 .Hazel is surprised .Hazel thinks about it . She appreciates his conviction but is still not sure she agrees . The hand they 've been dealt too unfair . Hazel looks out at the water as she says :68 .That gets her attention .At which point , the Waiter reappears .Hazel is still too speechless to respond , her eyes fixed on Gus . Eventually Gus answers for them .Gus raises his eyebrows at Hazel . This Van Houten guy is something else .

Welcome to Oranjee. Would you like a menu or will you have the chef's choice?

We have bottled all the stars for you this evening, my young friends.

Hazel and Gus on a park bench , his arm around her , looking out over the water . Seeds blow from the elm trees and the reflections of the city ripple in the water below them . Hazel leans into his body , just a little . They stay like that , savoring the best night of both of their lives .CUT TO :

A crisp Spring morning in Amsterdam . The buzz in the air outside is equalled by the buzz in :69 .

Where Hazel excitedly paces through the room .Hazel wears a screen print t-shirt of Magritte 's `` Ceci N'est Pas Une Pipe . '' ( A painting of a pipe with words below that mean `` This is not a pipe . '' )Frannie is still at a loss but she 's impressed .A knock on the door . Gus pokes his head in .70 .

Gus and Hazel stand outside Van Houten 's white house .She playfully hits him . He takes her arm , picks up the oxygen tank , and up they go towards his front door . As they approach , there 's a noticeable NOISE coming from inside the house . It 's the deep thump of a BASS BEAT . Loud . Like , obnoxiously loud . Hazel grabs the brass ornament and knocks . They wait . There 's no response .Gus tries again , this time with more force . Still nothing . He tries a third time . Finally , the music stops . They wait . Still excited . A moment later the door swings open . It 's a MAN IN PAJAMAS ( 60s ) , with a huge potbelly , thinning hair , and a week-old beard . All he says is :Gus and Hazel look to one another . Could it be ?At which point , the Pajama Man slams the door in their faces . Hazel and Gus are too stunned to react . Through the closed door , they hear this :So it is PETER VAN HOUTEN . Gus and Hazel ca n't believe it .71 .Gus and Hazel smile at hearing their names . Perhaps this will help things take a turn for the better .Hazel and Gus ca n't believe it . This is terrible !At which point , the door opens - opened by the Woman whose voice they 'd been hearing - Van Houten 's assistant LIDEWIJ ( 30s , Dutch , pretty in a bookish way ) . She virtually shoves Van Houten towards a stunned Gus and Hazel . And they are again face-to-face with Van Houten . One beat , two beats . No one knows what to say . Finally :Gus raises his hand tentatively . Van Houten sizes them up . Without another word , he turns and walks inside - at least this time , leaving the door ajar .Hazel and Gus share one more awkward glance before Gus takes a step . Hazel follows . They walk :

They are Augustus and Hazel, the young fans with whom you've been corresponding.

You know why I left America, Lidewij? To never have to encounter Americans. Get rid of them.

Yours are the first missives to which I've replied and look where that got me.

I do not have a drinking problem. I have a Churchillian relationship with alcohol : I can crack jokes and govern England and do anything I want to do. Except not drink.

But presumably you know Afasi Och Filthy's seminal album `` Flacken.''

Who the hell speaks Swedish? The important thing is not what nonsense the voices are saying, but what the voices are feeling.

Rudolf Otto said that if you had not encountered the numinous then his work was not for you. And I say to you, my friends, if you can not hear Afasi Och Filthy's bravadic response to fearfulness, then my work is not for you.

The tortoise has a ten yard head start. In the time it takes you to run ten yards, the tortoise has moved maybe one yard. And so on, forever.

You are faster than the tortoise but you can never catch him, you see, you can only decrease his lead. Now certainly you can run past the tortoise as long as you do n't contemplate the mechanics involved but the question of how turns out to be so complicated that no one really solved it until Cantor's proof that some infinities are bigger than other infinities.

Nothing happens to them! They're fictions. They cease to exist the moment the novel is over.

I wo n't indulge your childish whims. I refuse to pity you in the manner in which you're accustomed.

Of course you do. Like all sick kids, your existence depends on it.

You are fated to live out your days as the child you were when diagnosed, the child who believes there is life after a novel ends. And we, as adults, we pity this, so we pay for your treatments, for your oxygen machines. We give you food and water though you are unlikely to live long enough --

You are a side effect of an evolutionary process that cares little for individual lives.

Have you ever stopped to ask why you care so much about your silly questions?

I would hardly call him a fan. He despised me. But he was quite insistent I attend his funeral and tell you what became of Anna and her mother. So here I am and that's your answer : omnis cellula e cellula.

She was eight, my daughter. She suffered... beautifully. For so long.

Not when she died, no. I was insufferable long before Anna, my dear. Grief does n't change you, Hazel, it reveals you.

And I'm sorry for yours. I'm sorry for everything, for being so rude to you two, for ruining your trip --

Hazel, I'm trying. I'm trying! You asked me to tell you what happens and I wish I could do that. I wish that I could. But I ca n't. No one can. No one knows, Hazel. They do n't talk to us. Unless...

I'm so sorry. Circumstance has made him cruel. I thought meeting you would help him, if he would see that his work has shaped real lives, but... I'm very sorry.

Perhaps we can do some sightseeing. Have you seen the Anne Frank House?

The only member of the whole family to survive was Otto, Anne's father.

Lidewij leads Gus and Hazel into a living room so sterile it 's creepy . The walls are empty and white , there 's a single couch , a small ottoman , and a single lounge chair . That 's it . Van Houten sits in the chair . Off to the side are two large black garbage bags , full and twist-tied .72 .Van Houten kicks his feet up on the ottoman and crosses his slippers . He motions for them to sit on the couch .Hazel and Gus take their seats .Nevertheless , Lidewij pours Peter half a glass and hands it to him . He takes a sip , then sits up straight .Van Houten says nothing . Takes a long pull on his drink .73 .Van Houten says nothing to that .He glances over at Lidewij , who dutifully refills his glass .Hazel looks at Gus . Is he kidding ?74 .Lidewij sighs but she does as she 's told . A few seconds later , some loud Swedish rap song blasts from the speakers . Hazel and Gus sit through this , totally baffled .The song continues another awkward ten seconds or so before Gus has enough . He gets up and turns off the music .Hazel is really getting worried at this point . They came all this way for this ?Hazel and Gus fidget in their seats . Lidewij frowns , clearly feeling bad for them . Van Houten continues .75 .Hazel and Gus have no idea how to respond .Gus could throw a punch right now . Hazel tries to calm the situation .76 .This is not what Hazel came all this way to hear . She wo n't accept it .77 .Lidewij has tears in her eyes . Gus has balled his fists . But not Hazel . Van Houten 's words have not phased her one bit . She rises from the couch .Van Houten goes to take a drink but ...... Hazel smacks it right the fuck out of his hands , surprising everyone . After a beat :No one moves . Van Houten realizes he 's alone in this .78 .Hazel is furious . Gus stands next to her , touches her arm is if to say `` come on , enough of this guy . ''CUT TO :

Gus and Hazel come out of the house , practically shaking . As they get to the street , Van Houten has one more thing to say .A beat .Van Houten does n't have a response to that . He just shuts the door . And when he does , that 's when Hazel gets emotional .Hazel nods , then wipes away tears . She fakes a smile and Gus gives her a hug . Afterwards :They embrace once more .This gets a real smile from Hazel . That 's when Lidewij comes outside . Clearly she 's been crying too .79 .Hazel says nothing . Gus holds her in a very protective way .

Lidewij walks back from the ticket kiosk with more bad news .Hazel is not going to stand for any more disappointments today . They are going inside .CUT TO :

A VIDEO plays on a MONITOR showing the Nazi invasion of Holland . Hazel and Gus stand with Lidewij in a pack of BACKPACKERS and TRAVELERS about to take the tour . Many of them begin to walk up the first flight of stairs .Hazel nods . Both Hazel and Gus walk slowly up the stairs . So far so good . They find themselves in an office space .The BOOKCASE is half open . Behind it is an even steeper set of stairs , only wide enough for one person at a time .80 .Some of the Travelers begin to walk up the stairs . Gus looks at Hazel - are you sure we should continue ? She begins the climb , determined . Lidewij trails behind , carrying her oxygen tank . Hazel moves very slowly . We are aware of her labored breathing the entire time . ANGLE ON OTHER TOURISTS , watching and quietly commenting . Just like at the airport , except now in foreign languages . Hazel arrives on the NEXT FLOOR - an empty room . She 's definitely starting to struggle . She leans against the wall to catch her breath . Gus comes to her side , wipes her brow .Hazel smiles . When she 's feeling up to it they walk into the next room , also empty . And another staircase , even more narrow and steep - practically a ladder . When Gus sees this he looks at Hazel :Hazel very slowly begins the climb . Again we 're aware of her every breath . It 's dark . And it 's becoming very difficult . Near the top Hazel stumbles but is finally able to pull herself through . Once there , she falls to the floor , slumping against the wall , trying to catch her breath . Gus crouches next to her .Hazel becomes aware that TOURISTS look at her with concern . She smiles , stands up , nothing to see here . And now they 're in the final room - a long , narrow hallway . This is where Anne Frank and 7 other people lived in hiding for as long as they could . There 's a TIME LINE detailing their story .Gus takes Hazel 's hand .81 .Lidewij stays behind to study part of the exhibit . Gus leads Hazel into the room at the end of the hallway where a VIDEO details the last days of Anne Frank 's life . Over it , we hear a YOUNG GIRL 's VOICE reading from the diary . The Travelers stand to watch and listen . Gus and Hazel do the same . The room is dark .Gus and Hazel stand very closely together . The video is the cherry on top of a very emotional day . Hazel watches it .Gus , meanwhile , is just watching Hazel , the same way she watched him on the airplane . After a beat , she catches him . Their eyes meet . The emotions build ...And Hazel KISSES Gus . A most passionate , intense , you-and-me- against-the-world kind of kiss , better than any they 've experienced or could even imagine . It seems to last for a small eternity . Eventually , they break away and open their eyes . They quickly notice all the Travelers staring at them . For a brief second , they wonder if that was a very inappropriate thing to do ... When suddenly everyone starts clapping for them , moved by the whole thing . One EUROPEAN even shouts `` bravo ! '' Hazel blushes , Gus smiles , bows , he grabs her hand .CUT TO :

`` Try to recapture the happiness within yourself. Think of all the beauty in everything around you... and be happy.''

They fall onto Gus 's bed , kissing . Hazel is very in the moment and now it 's Gus who seems nervous . As they kiss :She ignores him , more kissing . She takes off his shirt .82 .Hazel pulls away from him .Hazel kisses him again . Now he tries to pull her shirt off but it gets tangled in with her oxygen tube . He ca n't figure it out . Eventually the whole thing is hilarious to them . They shake their heads - laughing - certainly not your typical Hollywood movie moment . And yet , for them :They resume kissing . And weCUT TO :

Gus wakes up in the bed . He looks around for Hazel but she is n't there . On the bed is a piece of paper . A note . It reads : `` Dearest Augustus ... '' Beneath that is a BIG CIRCLE , labeled `` Virgins . '' And in that circle is a SMALLER SECOND CIRCLE labeled `` 17 year old dudes with one leg . '' We 'll notice part of that circle is now outside the bigger circle . Gus flashes that signature smile .

Hazel and Gus sit with Frannie drinking coffee in the sun at an outdoor cafe . They 're re-enacting yesterday 's events .They both giggle at the whole thing .83 .A quick glance between Hazel and Gus .Hazel and Gus smile , thoroughly in love but trying to keep it in check in front of her Mother .A few beats later .As she stands up to leave , Hazel thinks she catches Gus and Frannie making eye contact for a brief second . Once Frannie has left them :Gus does n't respond except to say :

They start to walk . Gus takes a cigarette out of his pack , sticks it between his lips . Hazel notices he 's struggling with something .84 .They walk in silence a few beats .Hazel grabs onto his arm , a lump already forming .Gus takes the cigarette out of his mouth , clenches his teeth tightly , trying not to cry .Gus sits down on a BENCH . Looks up at her . Tries to smile . Before he even says it , she knows .Hazel loses it in that moment , falling on top of him , hugging him for dear life , her head in his lap .A beat . Gus still trying not to cry .85 .And at that point , Gus lets it go , lets himself cry and be sad and feel awful . But just for a second . Then he shakes it off , pulls Hazel 's face up to his , tries again to smile through the tears .She hugs him , perhaps a little too tightly . He winces .But of course it 's not ok. Not by a mile . Hazel takes a moment to look at him , touches his cheek .He grabs her hand and holds it .Gus nods . Squeezes her hand .86 .Hazel does n't answer . She just kisses him , hard . And on the two of them , so in love , weCUT TO :

Hazel lays on Gus 's shoulder as he stares out the window , leaving Amsterdam behind .

As they ride down the escalator , Hazel sees Michael standing amongst the livery drivers . He holds a sign that says - instead of someone 's last name - `` My Beautiful Family ( and Gus ) . '' Upon seeing them , he immediately starts to cry of course . He kisses his wife , gives Hazel a big hug . Gus goes to shake his hand but Michael hugs him as well .CUT TO :

Hazel sits with her father on the couch .They sit for a beat . Tears form in Michael 's eyes .Michael shakes his head .Hazel understands exactly .CUT TO : 87 .

Gus lays in bed , eyes open , a PICC line now being fed through a port in his chest . Chemotherapy at work . Hazel and Isaac are keeping him company .Isaac nods . Tries not to get emotional but it 's happening . He goes to touch Gus 's arm and accidentally touches his thigh .Isaac laughs .Hazel is confused .Gus looks at her , grows a little serious .88 .They hold holds .Hazel play slaps Isaac on the arm .He shakes his head . Gus gets an angry look on his face .Isaac gestures to his chest . Hazel is confused .They turn to him .89 .No one knows what that means .CUT TO :

Gus is in the passenger 's seat . Isaac sits in the back . Hazel returns to the car . With a CARTON OF EGGS .Gus smiles .CUT TO :

Hazel , Gus , and Isaac lean against Hazel 's car staring something down .REVEAL they 're looking at Monica 's green Firebird .Hazel nods , opens the egg carton , hands Gus an egg . Gus puts it in Isaac 's hands . Positions Isaac - who , of course , ca n't see a thing - towards the Firebird . Isaac winds up and tosses the EGG . It misses the car by a mile . After a beat :Isaac turns his shoulders .90 .Isaac turns some more .Gus hands him a SECOND EGG . Isaac winds up and hurls it - missing the car again but hitting the HOUSE .Isaac hurls it , this time smashing the car 's taillight . Isaac 's face lights up .Isaac grabs for ANOTHER EGG . Throws it . Then ANOTHER . He 's a throwing machine . Most of them miss but at least he 's enjoying himself . Finally there 's a DIRECT HIT on the car door , triggering the alarm . Isaac pauses .Isaac does . Gus smiles , putting an unlit cigarette in his mouth . Hazel watches him , enjoying this moment . Eventually , MONICA 'S MOM opens the front door and comes out .Seeing Hazel , Gus , and Isaac , she stops in her tracks .91 .Monica 's Mom is very confused . A beat . Without another word , she turns and goes back inside . The three of them celebrate . As Isaac picks up where he left off , Hazel gently kisses Gus on the cheek . And over we hear :

Hazel bounds in to find Mrs . Waters in the waiting room . She stands to hug Hazel . They both sit down .Mrs . Waters starts to cry .They both know what that means . Mrs . Waters gathers herself .Hazel nods . She understands .Mrs . Waters nods , hugs her again , walks out through the heavy doors towards Gus 's room . Hazel sits in the chair . Same chair Gus sat in while waiting for her . They 've switched places .92 .

He's had a tough night, Hazel. His blood pressure's low. His heart --

Hazel pushes Gus , now confined to a WHEELCHAIR , to their spot on the hill overlooking `` Funky Bones . '' A second picnic , this time with champagne . Hazel pours some for them both into little Winnie the Pooh cups . She 's trying to be upbeat - but it 's difficult . Gus watches the kids play on the bones .Hazel , annoyed finishes her cup , tosses it to the side . Gus can tell he 's said something wrong .Hazel stands up , anger building .93 .Gus hands Hazel another Winnie the Pooh cup . Raises his to hers in a toast .She softens . They toast .Gus nods . Of course it is n't . And yet they both know there is n't much time .CUT TO :

Hazel is asleep . Suddenly , her phone buzzes . She looks at it - `` Gus '' - then she looks at the clock - 2:35am . A pit grows in her stomach . A quick panicked beat before she answers :94 .

Hazel drives like a maniac down the street , eventually finding herself at the Speedway gas station . Gus 's car is alone in the parking lot and she pulls up next to it . She gets out of her car , opens his driver 's side door , and finds him sitting there , his shirt stained with vomit and blood . She gags from the smell .Hazel looks down at his hands which are pressed tightly to his belly . She sees something is leaking from the TUBE sticking out of it .Gus starts to cry .Hazel lifts up his shirt . His ABDOMEN is bright red .Hazel feels his forehead , he 's burning up .Gus throws up . He does n't even have the energy to turn his mouth away from his lap .95 .Hazel does n't know what to do .But she must . She gets out her cell phone and dials . At which point , Gus really loses it , weeping like the poisoned , dying teenage boy that he is . As Hazel dials , we hear :LATER . An EMT loads Gus into the back of an AMBULANCE . Hazel is allowed to ride with him in the back . As the car starts moving , Gus grabs her hand .96 .That is it . But there 's another ten minutes of driving to do . Hazel thinks fast .Gus smiles , weakly , barely conscious . Hazel cradles his head in her arms . And continues ...As Gus is drifting off to sleep , WE HEAR :

Gus comes home from the hospital . He does not look good - but he lives . Hazel is there to help get him inside .

Gus no longer sleeps in his basement . Nor does he sleep in his own bed . He sleeps in a HOSPITAL BED set up in a guest room . Hazel is with him . They 're watching sports on TV .

Hazel and Gus getting some fresh air . She sits there reading a book . Gus just sits there . His eyes staring off into nothing . Hazel waves to him . Gus looks over , as if waking from a dream . She manages a smile . He manages one back .97 .

Hazel sits at dinner with her parents . She is barely touching her food .The phone buzzes and Hazel answers it .His voice is strong today , and Hazel is happy to hear it .The call ends . Hazel , confused , stands to go .98 .Hazel tries to push past her but Frannie grabs her shoulders .Upon seeing her mother 's face change , Hazel immediately regrets this .Frannie has tears in her eyes . Hazel looks away , feeling terrible .Frannie sits down on the couch with her daughter .99 .Michael sits across from them .By now Michael is crying too . They all are .She takes that in . It rings true to her . Hazel nods .Hazel is confused . Frannie looks at Michael like , `` should I say something ? '' She goes for it .Hazel is stunned .100 .Frannie and Michael do n't quite know what to say .Hazel grabs her Mom for a hug .Mom and Daughter hug . And when it 's over :But right now ... I really got ta go .

Hazel enters the Literal Heart of Jesus room which is now empty except for Isaac , up on a dais , and Gus , in his wheelchair . Gus is thinner than we 've ever seen him , thinner than any young man should be . But for now , he 's happy .101 .Gus gestures for her to sit next to him and she does .Hazel looks at him like `` of course , silly '' and then kisses him on the mouth .He smiles and for a brief moment it 's old Gus . Hazel laughs . Isaac clears his throat .17 .102 .Gus nods - that part is true .Hazel smiles - but it 's one that triggers an immediate emotional waterfall .Gus has a big smile on his face .Gus nods a couple times .This causes Isaac to lose it . He clings to the lectern .Isaac sighs . Wipes away the tears . And another beat passes .Hazel remembers Isaac ca n't see . She rises , goes up to get him , walks him back to her seat .103 .Hazel takes out a piece of paper , walks up to the dais . Takes a beat to ready herself .And that 's all she can get out before falling apart . She lets it out for a couple beats and then pulls herself together .Gus smiles , nods , and closes his eyes .CUT TO :BLACK . Over which we hear a RINGING TELEPHONE .

Hazel turns on the LIGHT by her bed . Her HOUSE PHONE is ringing and it 's 4am . She knows instantly .104 .Hazel 's head falls into her chest .Her bedroom door opens . It 's Frannie and Michael . This only confirms her worst fears . She starts to cry . Her parents embrace her in the bed .

Hazel sits in the car in the dark . She 's blaring the loudest music she can possibly blare - a means of drowning out the horrors of the world . Over which we hear this :The loud music is n't protecting Hazel as well as she hoped . She falls apart nonetheless .

Hazel puts on her funeral dress . She looks in the mirror .105 .

The place is filled today with mourners for Augustus Waters . Hazel comes in with her parents and stands in the back , watching people she 's never seen before approach the Waters family and extend their deepest condolences .When Mr. and Mrs . Waters see Hazel , they open their arms .Hazel nods . Hugs them back .More MOURNERS approach the family , leaving Hazel stranded in the receiving line . Her eyes turn towards the COFFIN . She 's not entirely sure she wants to go there but she takes a deep breath , wills herself to walk towards it . Gus is there in the same suit he wore to Oranjee . Immediately , Hazel breaks down . And immediately , she catches herself .She leans forward and kisses his cheek . She looks around . Once in the clear , she pulls out a hard pack of Camel Lights and sticks them in the space between Gus and the lining of the coffin . A MINISTER approaches at that moment .Hazel nods and walks back to her parents , taking her seat in the middle of the room .Hazel frowns . This is all such bullshit . And she hears :Hazel recognizes that voice . But it does n't make sense . She turns around and , sure enough , it 's Peter Van Houten .106 .Everyone clasps their hands , closes their eyes . Hazel keeps staring at Van Houten , too shocked to do a thing .Van Houten bows his head . Hazel , still stunned , slowly turns back to the Minister , trying to make sense of this unexpected appearance .Isaac stands , walks up to the podium with someone 's help . Hazel sneaks one more look at Van Houten . Yup , it 's really him . That makes no sense to her . Isaac starts to speak .And Isaac stops talking . It 's unclear if that was the end or if he just ca n't go on . He returns to his seat . The Minister walks back up .Hazel stands , walks up to the podium . A few titters in the room at the words `` special friend . ''Some laughter from the crowd . She takes out her notes .Hazel continues to speak but we over it , WE HEAR instead :They 're for the living . Gus 's Parents , arm in arm , nod along with every word .C UT TO : 107 .

Augustus Waters fought hard for many years. His battle was a courageous one and his strength was a source of inspiration for each and every one of us...

And now we'll hear from Gus's... special friend Hazel Lancaster.

Everyone is watching Gus 's body be lowered into the ground . Everyone but Hazel . She looks off into the distance . Off to the side , we see Van Houten , also not watching the burial . He 's watching Hazel .CUT TO :LATER . Ceremony over , we see Hazel with her parents .Hazel hugs Mom and Dad , walks alone towards the parking lot . As she gets to the car , Van Houten approaches .Hazel does n't want to help this man .Hazel exhales . Fine . Once they 're both in the car :Van Houten removes a FLASK from his coat pocket . Takes a swig . Hazel shakes her head in disgust . Starts driving .Hazel ignores him .108 .Hazel starts to understand Van Houten - and softens .Hazel takes that in .109 .Van Houten takes out a typed piece of paper . He hands it to Hazel who grabs it - and immediately crumples it into a ball .Hazel throws the piece of paper at Van Houten .Van Houten knows he 's too late . He does as he 's told , stepping out of the car onto the side of the road . He stands there as Hazel peels out . In the rearview mirror , she sees him raise the FLASK , as if toasting her . She blinks away some tears and drives .CUT TO :

Hazel lies in front of the TV . `` Top Model '' is playing but she 's lost in her own world . Tears fall from her eyes and she ca n't do anything to stop it . Hazel gets up .

Hazel sits against the tub on the floor and weeps . Soon there 's a knock .110 .Hazel leans over and unlocks the door . Michael kneels down next to her , putting her head on his shoulder . Hazel presses her face into his shirt and cries some more . Michael squeezes her tightly . And this time , he does n't cry .Hazel nods into his shirt . Then looks up at her Dad .Michael smiles at Hazel . And he does n't cry . Hazel draws strength from him .

Hazel and Isaac have climbed through his open bedroom window . They sit on the roof .111 .They sit there in silence a few beats .Hazel sits up . Her heart is racing .112 .As quickly as possible Hazel leaves . Isaac stays behind , enjoying the cool night . A new day is coming .

Hazel is inside the car , rummaging crazily through the trash in an effort to find what Van Houten gave her . She 's about to give up when she sees it - crumpled up into a ball beneath the passenger 's seat . She reaches under , pulls it up , and unwraps it . As she reads , WE HEAR :Hazel is overcome with emotion .She smiles to herself , remembering : - That first time Gus and Hazel ran into each other . - The staring contest in Support Group .- Driving ( badly ) in Gus 's car . - Their first kiss at the picnic by `` Funky Bones . ''- And BACK TO HAZEL reading the letter , tears in her eyes .113 .

Mr. Van Houten, I'm a good person but a shitty writer. You're a shitty person but a good writer. We'd make a good team. I do n't want to ask you any favors but if you have the time, and from what I saw you have plenty, please fix this for me. It's a eulogy for Hazel.

She asked me to write one and I'm trying, I just, I could use a little flair. See the thing is... we all want to be remembered.

But not Hazel. Hazel is different. Hazel knows the truth. She did n't want a million admirers, she just wanted one. And she got it. Maybe she was n't loved widely but she was loved deeply. And is n't that more than most of us get?

When Hazel was sick, I knew I was dying. But I did n't want to say so.

She was in ICU and I snuck in for ten minutes and sat with her before I got caught. Her eyes were closed, her lungs were intubated...

... but her hands were still her hands, still warm, and the nails painted this dark blue back color and I just held her hands and I willed myself to imagine a world without us and what a worthless world that would be.

She's so beautiful. You do n't get tired of looking at her. You never worry if she's smarter than you cause you know she is. She's funny without ever being mean.

I love her, god I love her. I'm so lucky to love her, Van Houten.

You do n't get to choose if you get hurt in this world but you do have a say in who hurts you.

Gus stealthily sneaks into Hazel 's single room in the ICU . She sleeps . He kneels by her side .Gus takes her hand and holds it .- AND BACK TO HAZEL reading the letter . She never knew that story , never knew he was there .CUT TO :

Hazel walks out to the grass behind her house , the oxygen tank dragging behind her . She lays down on the grass and looks up at the stars - the same IMAGE that opened the movie .- The bench in which they sat overlooking the water . - The passionate kiss in Anne Frank 's house . - Falling onto the bed together . [ All of these are images we saw at the beginning of the movie , only now , we SEE the oxygen tank , we SEE Gus 's leg , we SEE the fumbling and the difficulties etc . They do n't make these images less beautiful . They make them twice as beautiful - because they 're real . ]114 .- AND BACK ON Hazel in the grass . She holds the letter to her chest . A single tear falls onto her cheeks .Hazel CLOSES HER EYES .A beat . Another . Hazel OPENS HER EYES . And she says to the universe :BLACK .

A young man 's V.O. :The voice is gentle . Slightly Southern in inflection . A young doctor 's soothing manner .

I was born in Beaufort, North Carolina. A place where the air always smells of pine and salt and sea.

For many, days and nights are spent fishing Pamlico Sound or crabbing the Neuse River.

While the ocean may be the focus of daily labor, churches have always tried to be the focus of life.

When I lived here, there were eighteen churches within town limits alone.

They sponsored pancake breakfasts, rummage sales, car washes, and softball games.

You'd think that all the people here were friendly, welcoming, open - hearted.

and that money or family background or education or luck did n't matter.

But they did matter. They mattered to everyone. Except Jamie Sullivan.

Jamie once said when you're feeling love, you're also feeling God.

She made me a believer. In love. In life. In the journey that never ends.

And in the mystery of all things you ca n't see but feel everywhere around you.

A vast view of the coastline in winter - beaches , rivers , sea marshes , inlets - ebbing and flowing .The CAMERA FINDS a small coastal town , edged by a harbor on which fishermen toil .

The CAMERA , MOVING inland , CROSSES OVER modest houses decked with plastic rooftop Santas .And MOVES UPHILL TO .

Where fake snow is sprayed on store windows . The CAMERA CONTINUES TO the far side of Main Street - with its stately homes with big lawns , flower beds , and tasteful Christmas garlands .

From each corner , four churches face each other . The Fellowship Hall Christian Church , the Church of the Forgiven People , the Church of Sunday Atonement , and All Saints Church .

The CAMERA FINDS and FOLLOWS a newish sport utility vehicle with MD plates as it passes a rummage sale and a softball game .Dr. LANDON CARTER , 33 , drives the truck .

Landon looks urban , prosperous , well - groomed - but retains his boyish whimsy and sense of irony . A cell phone and overnight bag on the seat next to him .Landon reaches out to adjust his side mirror , revealing a simple gold wedding band on his left hand .

Landon 's truck turns the corner and slows in front of the huge Southern Baptist church .Landon 's truck turns into a driveway just past the church and heads for a cluster of buildings . Behind the buildings , a cemetery .

The truck pulls up in front of the old parsonage - it 's a different color than he remembers .Landon hesitates a moment , then climbs out of his truck .

Landon heads up the walk and onto the front porch . Presses the DOORBELL . It RINGS inside . Landon is edgy , unsettled .A nurse opens the door .

ROCK MUSIC drifts out open doors - barely recognizable as `` Born in the U.S.A. '' Students hang . Brains , preps , richies , heavy metals , jocks , punk rockers , goths , geeks . Mixing without mixing . Most are red - eyed , woozy , wasted . A couple of boys break dance to a BOOM BOX . Missing are the criminals . A shiny T - top CAMARO ROARS up . Stops , TIRES SQUEALING . VAN HALEN BLASTING . LANDON , 18 , at the wheel . He is impulsive , sexy - troubled , with the nothing - to - lose courage to act on destructive whims . He is envied , copied , feared .

EMPTIES roll and CLINK on the floor . A tiny plastic skeleton dances as it hangs from the rearview mirror . Landon stamps a joint into the ashtray .ERIC 's skinny , high - energy . A leg always jiggling .BELINDA is Landon 's girlfriend . Richie princess , a bad - girl pretender . Big shoulder pads . Jellie bracelet . Swatch watch .They laugh . Clay 's by the dumpster .

Kelly. He looks like his face caught fire and he tried to put it out with a fork.

- ` So what is the measure of angle x if A and B are similar triangles?'

Your book and your brown sweater and your hair. What's more to know -?

- And the ugly farmer's daughter falls for him. I saw the movie.

` Believe in yourself and they will. Let me ask you, Lizzie. Look in the mirror? Are you pretty -?'

` It's got to be inside you. Then one day the mirror will be the eyes of the man who loves you. You'll look in that mirror and you'll be more than pretty. You'll be beautiful.'

They took my license for 30 days. But nobody's pressing charges.

You know our planet would not suffer for one nanosecond if humans died off. But if ants disappeared, that would be catastrophic.

Like in a church painting. I see this giant hovering over the ground. He's wearing a robe, and has long flowing hair, and he's pointing his finger at something.

The Bible. Why should I read a bunch of dumb stories about some ancient guy who supposedly worked miracles.

You, me, and the basket. We're the three corners of a triangle. Take one step in.

What else? What kind of triangle has three sides of different lengths.

. You'll look in that mirror and you'll be more than pretty. You'll be beautiful. Look at me. Tell me what you see!'

You do n't either. Take a look at yourself. Maybe you're scared that someone might actually like you -

Because then you could n't hide behind your books and your telescope and your sweater and your God.

If you were really my friends, you'd be helping me, not running me down.

About enough to buy maybe five volumes in a set of encyclopedias.

Reconditioned. Completely. Be a collector's someday. Twelve hundred.

I'm sorry I have n't always treated Jamie the way - I should have. She deserves better.

We're going somewhere. After. And no. I did n't ask your father.

Before we do this, I just want to say that a good life's got ta be about more than achieving stuff - like on your list.

It's about working with what you already have - right now - at your fingertips - you know, spontaneously.

Swing! Keep your bat parallel to the ground. Follow through. Follow through!

The cells in our bodies are always changing. In six or seven years all your cells have changed. You could be like a completely new person from the inside out.

Before the divorce. My father used to take me here. Fire spotting was his summer job.

Because I had it named for you. I know it's not an official designation -

Whatever my life is, I'm going to be friggin' sure I'm never disappointed -

My grandfather. When he was seven, he shook the hand of an old guy, a war vet or something, who had once shaken President Lincoln's hand.

My cousin Mike. He's from a big family. He's the fifth kid. He heard that every fifth child in the world is Chinese. So he thought he was.

It's Jamie - my girlfriend - she has cancer - you have to come look at her - right now!

I have no idea what to say. How to act. What if I do the wrong thing?

They're going to build a tunnel under the English Channel. They're calling it The Chunnel.

Sir. Being ignored is beginning to feel preferable to being noticed.

I'll be honest. I do n't know if I can pray, but I can do just about anything else.

I know it means not graduating, but I need to be excused from all school acti -

` What is a friend? A single soul dwelling in two bodies.' Aristotle.

` Love is always patient and kind. It is never boastful or conceited -'

Everything's being done but it's not enough. I have to find something - more.

I do n't mean about Jamie being sick. I mean about Jamie and me.

I cry to you my Lord, my rock! Do not be deaf to me, for if you are silent, I shall go down to the pit like the rest. Hear my voice raised in petition as I cry to you for help, as I raise my hands, my Lord, toward your holy of holies.'

He could n't find his own butt with both hands at high noon in a hall of mirrors.

Landon. To save your life, you have to either go deaf or go numb in your dick and balls.

No thinking. The doctor only gives you three seconds to decide -

CLAY , obese , wearing a too - small student monitor vest , is dumping garbage from a trash can . A loud HONK . Clay turns to see the Camaro , then turns back to the school , coast clear . He quickly heaves in the empty trash can as the Camaro pulls up . Eric pushes a door open . Empties fall from the back seat . Clay climbs in .PRINCIPAL ED KELLY , middle - aged , pockmarked skin , Casio calculator watch , exits the gym .

` Twilight Zone.' ` One Step Beyond.' ` Tales from the Dark Side.'

Landon 's looking at Kelly in the rearview mirror .Landon inches the car forward , teasing Clay , teasing Kelly .Sniggering laughter .Landon presses the gas . The CAR ROARS away .Clay smiles , good - natured . He often misses social cues .

Landon drops Clay 's student monitor vest out onto the road . Another car runs it over .

Mr. Kelly walks over , picks up the vest . Shakes it . Frustrated . Eyes the empty beer bottles by the dumpster .

Camaro is parked on the dirt access road , headlights shining through the locked rear gate . JOHN COUGAR MELLENCAMP 's `` Small Town '' playing .

Landon , Clay , and Belinda sit drinking , smoking weed . Under the MUSIC , a CB RADIO scanner CHATS quietly .

Landon , Belinda , Clay , Eric .Landon 's looking out at the night .Everyone looks up . Derisive laughter . THEIR POV A pale , contemplative GIRL , 17 , is jumping down off the gate , caught in the headlights . Wearing clothes she probably made herself ; long hair hiding her face . She lives in her mind , not her body . BACK TO SCENE

JAMIE -LRB- GIRL -RRB- , hearing the laughter , gathers herself and approaches Landon 's window , her SNEAKERS CRUNCHING in the GRAVEL . She crosses her pilly brown sweater across her chest .And he does . Darkness .She backs away from the car , grateful . From the car :

- Saturn's 15 degrees to the right of red Antares and much brighter.

This is a very simple device made from a coat hanger, plastic wrap and typewriter correction fluid. Does anyone know what it is?

A star frame will help you locate stars and planets with your naked eye -

Yes, God created the universe and all its physical laws. Even Einstein said it's a miracle that our world is comprehensible -

They let him out of the hospital yesterday. He's in a rest home on Oak Street.

I just wanted to tell you not to give up. Sometimes you've got to back into the teaching from somewhere else.

- I wear the sweater because I'm cold. I read because no one talks to me. My hair is my hair. What is it exactly that's bothering you?

Good, cuz talking to you is like trying to explain red to a blind person.

But you have to make it a big joke because only dorks and dweebies like doing theater -

You do n't care about classes or graduating. But you like school because you're popular and you know you'll never be on top again.

The reason I got the part. I'm a little like Lizzie. Except I do n't worry about some man rescuing me.

Be two places at once. learn to hit a baseball or turn a cartwheel. eat breakfast with chopsticks.

Fine. But I need to start deciding how to spend my time and my life.

I know there's a plan for everyone, but sometimes I do n't understand what the message is - or what the point is.

Maybe we're not supposed to understand, but we're supposed to have faith that someone else sees the big picture.

I thought I saw something in you, something good. But I was wrong.

` Morning, Pop. Boys. I dreamed we had a rain, rain coming down in sheets! Lightning flashed, thunder rolled up and down the canyon like a kid with a big drum!'

I know why you sent me to Sweetriver. Six boys in that family. The first three days, I stayed in my room.'

I'm reading all the novels on Mr. Rothberg's best American authors list.

A hundred. Then there's his classics list. And his European list.

You lack honor. You lack compassion. You lack honesty. You lack humanity.

Thank you for buying tickets. We've raised two hundred and eighty - five dollars.

Getting out wo n't be your problem. It'll be figuring out what you want when you get somewhere.

Dad, why do n't you get to the point where you get to the point.

My mother told me God is love, so when you're feeling love, you're feeling God.

I think talking about these things - threatens their very beauty and mystery.

The Challenger exploded. Principal Kelly's about to make an announcement.

It's an alt - azimuth design with one parabolic mirror and one secondary flat one.

I lied before. It's hardly started. But when it's done, it will have twice the power of this one -

In April when the dogwoods and wisteria are blooming. Get married.

Maybe. But that's not the real reason. You think if I tell, he'll disappear and that's what you want! Me all to yourself!

I found out last winter. I'm not responding to treatment anymore.

No. The drugs just stopped working. If anything, doing things I love kept me healthy longer.

Yesterday I felt sick, horrible. Today I feel like riding my bike. Or dancing.

It's got quotes from famous people. Her favorite lines from books. Her thoughts.

Maybe I believe God has a bigger dream for me than I had for myself.

Maybe I believe God sent you to me because I am ill. To help me through.

Landon switches on the dome lights for Belinda .But Landon 's looking at Jamie . Almost counting the seconds . HIS POV Jamie scaling the fence , practiced at it . BACK TO SCENE Landon quickly flicks the high beams . Belinda , Eric , and Clay snicker and snort as they see -

Jamie , startled , paused at the top . But instead of looking bullied , her face shows determination , humor even . A moment later , she jumps down on the far side . Disappears .

Belinda , Eric , Clay are still laughing . Landon 's smiling .Laughter .He clinks Eric 's raised beer . More laughter . But Landon 's face clouds slightly - maybe this is n't where he 'd really like to be .Laughter . Landon kisses her . With tongue . A blinding white light dances through the car and settles on Landon and Belinda 's faces .He scrambles out of the car .

Landon looks up at the fence . LANDON 'S POV Jamie sitting atop , holding a large mirror , reflecting the headlights back into the car . BACK TO SCENE They stare at each other . His annoyance turns to mild respect . The CB RADIO comes to life inside the car . A GARBLED TRANSMISSION .

Landon leaps in . Pops out the Van Halen .Landon pops in a WHAM ! tape . AMPS it UP . `` Freedom . ''Nobody answers .Landon turns the car around .

The Camaro fishtails away . TIRES CRUNCHING , red taillights bouncing on the rough road . The car turns left onto the paved road and speeds out of sight .

Landon drives recklessly . Rushing . He makes a SCREECHING turn . LANDON 'S POV - STREET AHEAD Two fire trucks rumbling by houses , SIRENS WAILING .

Landon smiles at Belinda . She smiles back . Fun . Landon takes a slug of beer . Turns his eyes back to the road . LANDON 'S POV - FIRE TRUCKS make another turn . Then a flash of light , movement . A figure on the road .

The Camaro swerves . TIRES SQUEALING . A LOUD , HEART - SEARING THUMP . The old man - sideswiped , drops to the asphalt . The CAMARO SLAMS into a light pole . CRUNCHING METAL . TINKLING GLASS .

Quiet . Landon , Eric and Clay are banged up .Belinda 's head leans on the dash . Her shoulders shake . Landon , bleeding on the forehead , reaches over . Scared .She lifts her head . Looks at him . She 's laughing . He kicks his door out .

The Camaro crumpled into the light pole . Headlights askew . Clay and Eric and Belinda getting out , dazed . Landon runs to the old man . Kneels . Shakes him . No response . The man 's TERRIER BARKS at Landon . LANDON 'S FACE Frightened , anguished . The real Landon showing for an instant . Police SIRENS WAIL in the b.g. , growing LOUDER .

A battered Chevette steers through a working - class neighborhood .

Landon 's mother , CYNTHIA , 35 , drives . She 's weary with sun - worn skin , but still attractive . She wears a skimpy black - and - white cocktail waitress uniform under her coat .He smiles his biggest most reassuring smile .

You do n't need a car you ca n't drive for a month. Go see Marvin.

After he moved out, I invited him to every practice, every game, every parent - teacher conference you ever had. He did n't show, not once.

You going to let him? You going to reward him by being the son he was never man enough to be a father to?

Scuba dive. Touch a moon rock. Learn to read Egyptian hieroglyphs. Go to college?

Honey, some of this is. farfetched. You take after me. People skills and common sense. Good dependable qualities.

That's eight years of school and training - after college. And all that does n't necessarily make you a better human being.

But if it does n't happen, grab for something within reach. Life's tough enough without causing yourself disappointment -

Jamie's a patient at his hospital. He's having a colleague look at her chart this morning.

I do n't care if you do n't leave the house. But you have to get out of bed.

You and I may not be communicating very well right now. But let me be clear. Do n't make this about you. It's about her.

. I've never asked you for extra. But we need it now. as soon as possible.

Mr. Kelly gestures for Landon to sit . Landon does n't . His forehead still shows a bruise .On his desk , he places the empty bottles that rolled out of the Camaro .Kelly holds up the police test finding .Landon scowls , knows he 's defeated .

Like you'd make it to June. Even cutting half your classes, you have a B - average.

Your blood alcohol level. Maybe you were legally in the clear, but I make the rules here.

You could grace our hallowed halls again, if, while you're here, you make a sincere effort to be part of our little school community -

Besides attending all your regular classes, I'd like you to help our janitorial staff after school -

Saturday mornings, I'd like you to tutor disadvantaged students at our sister school -

Finally, I'd like you to join the drama club. Rehearsals are Tuesday and Thursday evenings.

I've seen students with records like yours go to J.C. for a couple of years, then transfer to a good college.

Landon busts out , arms high , fists tight , like a righteous political prisoner . Freedom . He struts through the courtyard . Not a care in the world .

Landon watches a tow truck lower the crumpled Camaro . A neighbor kid , JOSH , 12 , watches from across the street , on his way to school .

Landon pokes and prods his car - the engine , underneath , the body , the paint . A discouraging mess .

Dark . She wears a black eye - shield . Her waitress uniform hangs over a chair .

Landon lifts the garage DOOR . LANDON 'S POV - INSIDE GARAGE A murky place . Filled with old tools and junk and a grim old bike .

Landon comes out the glass door , his arms loaded , sees his bike . No way to carry . He looks around . The bus stop . A bus approaching .

BANGING , RATCHETING , CLINKING . Landon 's working hard . A BOOM BOX playing SIMPLE MINDS ' `` Alive and Kicking . '' LANDON 'S POV - HIS MOTHER 'S LEGS and worn terry slippers appear .He pauses , annoyed , then rolls himself out .

The mangled front bumper 's on the ground . Cynthia stands there in her bathrobe . Upset . Landon 's almost too much .Landon ignores her . Slides back under his car .

Landon slides back out .Cynthia sets her jaw . He knows that look .

Landon is sweating , scouring pots . A crooked cap on his head , an assistant manager name tag on his shirt . He 's making some headway ; only two more to wash . MARVIN , the owner , walks over . Beer belly , greasy hair . Dumps another pile of dirty pots and pans in Landon 's sink . Landon glimpses his future .

Landon paces , jumpy . Kelly 's secretary , MISS TARBOX , quietly locks her purse in her bottom drawer .The door to Kelly 's office opens . Jamie Sullivan exits with her father , the tall stern REVEREND HEGBERT SULLIVAN . Jamie eyes Landon as she passes by .Nobody laughs or even smiles .

Mr. Kelly makes a note in Jamie 's file .They both know Kelly has the upper hand . Kelly leans back in his chair , relishing it .Kelly studies Landon , the boy who ca n't get out of his own way .Landon shrugs , clueless .His tone quiets Landon .Landon 's not happy , but he 'll work with this . As he heads for the door :CLOSE ON BROOM pushing gum wrappers under a radiator .

Landon sweeps at the floor during the Star Club open house . A dozen nerds , including Jamie Sullivan -LRB- wearing her brown sweater -RRB- , stand at astronomy exhibits . Students wander in , listen , look .To her small audience , she holds up a contraption made from a wire coat hanger .No one does .But Jamie hears . She regards him a moment , then keeps going .Clay and Eric enter , checking on Landon , glancing at Jamie .Landon laughs loudly . Members of the club look at him .Jamie smiles . She can laugh at herself . And she finds Landon funny .

Landon washes up while his mother sets the table . The MICROWAVE HUMS in the b.g.He picks up the envelope with wet hands . Without looking inside , rips it in half . Cynthia smiles , quietly happy .

Enthusiastic preppies , richies , other do - gooders , singing `` Karma Chameleon . '' Jamie sits in an aisle seat , reading , not singing . She turns around to look at Landon . He rides in the back row , staring out the window , wearing a Sony Walkman , glum . HIS POV To Z.Z. TOP 'S `` Sleeping Bag . '' Out the window - Jefferson High School coming into view . Bars on every window , chain - link fence around the parameter , no grass .

A big room with tables and chairs but few books . Pairs of heads are bent over textbooks and notebooks . Landon sits with LUIS , a freshman boy of mixed ethnicity . A geometry text between them .Luis is lost , intimidated .Luis shrugs . Luis looks down at the book as if for the answer , then at Landon , hopeless . He gets up and walks off . Landon looks up in disbelief and catches Jamie studying him . She 's at a nearby table with her student , ISABEL .

The DOOR SWISHES SHUT behind Landon as he hops aboard . He 's late and heads for the rear bench seat . LANDON 'S POV Jamie sitting there . And no vacant seats save next to her . BACK TO SCENE The bus begins to roll . Landon lurches forward . TRAVELING - LATER The bus is moving through Beaufort . Landon sits next to Jamie . Putting a new tape into his Sony Walkman . His body turned away . She 's reading her book .Landon scowls . What - who is she talking about ?That old man .If he heard her , he makes no sign . She goes back to her book . A long beat , then :Not really .She reads again . The bus pulls to a stop in front of Beaufort High . Belinda , wearing a neck brace , is waiting , leaning on her Cabriolet . Jamie watches Landon exit the bus . JAMIE 'S POV - OUT THE WINDOW Landon greeting Belinda , kissing her .

Landon opens a side door , peers in at the Drama Club . LANDON 'S POV A big space with a stage . MS. GARBER stands before six geeky boys , and a dozen fat girls and Jamie . BACK TO SCENE Landon reacts - this girl actually chooses to be in these places ? Ms. Garber looks up from her papers .He slides in a row behind the others . Leans forward and pokes a boy , EDDIE JONES . Eddie 's pimply and talks with his eyes squinched up .Eddie hands him a photocopied script , The Rainmaker .ON STAGE - MINUTES LATER Jamie and Landon sit in folding chairs , reading from scripts . Landon 's wooden , showing how lame this is .Jamie smiles . Garber taps her script - continue .Ms. Garber eyes Landon , motions for him to keep going .As Lizzie , Jamie looks into his eyes .Hoots and laughter . Jamie looks away , humiliated .Groans among the boys . Jamie is horrified . So is Landon .Kelly 's been standing in the wings .Everyone stares at Landon . He 's trapped .

The - the - there's this drought an' - and a smooth t - t - alking guy comes and says he can m - make rain -

` Because if we do, she'll think we're trying to get rid of her.'

Raining . Landon exits behind all the others . Stands under an overhang , lights a cigarette , angry , waiting for a ride . Jamie approaches , something on her mind .Landon laughs . Refusing to take her seriously . Behind him , the lights go out as the school closes for the night .Pause .He exhales , eyeing her , daring her .She walks off toward her father 's old Pontiac . The last car in the parking lot . Fire trucks rush by on the street below . Landon 's ears twitch . He looks about . No one , no ride . He sees the Pontiac backing out of a parking spot .

Jamie turns to look at him . JAMIE 'S POV Landon , wet , desperate , his eyes pleading .

Jamie 's at the wheel .He points the way , to the taillights of the fire trucks . The wet road glistens .He fishes in his pocket for a tape . Pulls one out . He 's searching the dash - no cassette player .She jerks the car across the center lane . Driving on the wrong side of the road . He grips the dash .LANDON 'S POV - OUT WINDSHIELD Headlights looming , a car coming . Closer and closer . BACK TO SCENEShe swings the Pontiac back to the right lane . Smiling . A car zips by in the other direction , HORN BLARING .Landon drops his attitude , his act . He toys with the glove compartment knob .Pause . He acts like he does n't hear , but he 's interested .

Landon and Jamie walk around the fire , watching the fire and the firemen . Landon is just tolerating her .If she 's offended , she keeps it to herself .They both smile .He smirks .He lights a cigarette . She reaches for it .She grins and takes a drag . They share the cigarette .She eyes him , not certain she 's willing to risk sharing her dreams with him .He likes the frivolity of these .She looks away , embarrassed .He 's certain she 's joking .He looks at her like she 's crazy to worry about this .CLOSE ON PARSONAGE FRONT DOOR swinging open . Reverend Sullivan looming tall . Ichabod Crane in a collar .

Landon gives a cheery little wave . He 's very sweaty . His bike teeters on its kickstand in the b.g.Landon offers his hand . The Reverend shakes reluctantly , eyeing him closely : Landon 's Army boots , torn jeans , dirty t - shirt , aloof manner .Jamie slides out the door . She looks good in jeans and a white t - shirt . Almost normal . In the b.g. , Landon 's BIKE CRASHES over . He bounds down the porch steps .The Reverend looks at Jamie , concerned . Landon tries the kickstand , then leans the bike against a carefully trimmed bush . Not the best place .But she 's already gone . The Reverend gestures toward the open front door .

Let's get something straight. You do n't know me. I do n't know you. But I know what you're about.

The first time I met him I knew. I'm proud of how you're handling yourself.

I thought we had rid ourselves of his disagreeable companionship.

You and the Carter boy. Want to catch me up on recent developments?

It's her decision and she's decided not to tell people - at least for now.

Her doctors have. Jamie and I. We're still praying for a miracle.

Jamie, God is not punishing you. No God I know wants anyone to be sick or feel pain or suffer.

I was wrong. Nobody could have wanted or loved your mother more than we did. Not even God.

God loaned you to me, entrusted you to my care. I'm failing you.

When I was seventeen, I was sent up for a year for stealing a car.

Sometimes I still feel that boy inside me and I do n't like him.

As a father, I'm supposed to give away my daughter. But I can no more give Jamie away than I can give away my heart. But I can let another share in the joy she has given me. May God's blessings be with you both.

` Love is always patient and kind. It is never jealous. Love is never boastful or conceited. It is never rude or selfish. It does not take offense and is not resentful. Love takes no pleasure in other people's sins, but delights in the truth. It is always ready to excuse, to trust, to hope, and to endure whatever comes.'

Dark and prim with stiff furniture left to fade . Landon pokes around , then stares at a photo of little girl Jamie with her parents . He looks up , aware that the Reverend is studying him closely .The Reverend waits , letting Landon suffer the silence .His eyes lock with Landon 's . His message clear . A NOISE and Jamie is there , carrying glasses of lemonade , all cheerful .

Jamie washes the lemonade glasses , happy . Her father comes in .Pause .

Jamie peers into her father 's room . He 's sleeping . She tiptoes to the staircase and down . Sneaking out .

Landon is waiting when Jamie appears . He has scripts in his back pocket . They smile at each other , laugh .She grins , skeptical .ANOTHER ANGLE Jamie leads Landon toward the cemetery rear gate .Pause . Landon 's caught off - guard by her frankness .

Jamie drops down . Takes a flashlight from her bag .He drops down , not sure what she means . She 's already walking away . He follows .She looks at Landon , feeling his sorrow , then unlocks a storage shed . Opens the door . Enters . Returns a moment later carrying several pieces of an odd - looking home - made cylindrical device .SAME SCENE - MINUTES LATER The ten - inch Dobsonian telescope is pointed at the sky . The eye - piece is at the end of the long scope ; the scope rests on a plywood base . Landon looks through the eye - piece . POV -LRB- THROUGH TELESCOPE -RRB- - CLOSE ON GOLDEN PLANET a beautiful view of a golden planet with a broad , flat ring system . WIDEN .She looks at him . He smiles , embarrassed .She smiles , disagreeing , then looks through the telescope and changes its view .Pause . He does n't know what to say .Their eyes meet . She looks away . Changes the subject .She likes that he knows a little about astronomy . They each lean back on a tombstone and stare at the stars .Pause .Landon could joke or he could reveal something .Pause .He sits up and pulls Rainmaker scripts from his back pocket . He holds one out to her . A moment passes . She takes it .

Jamie sneaks from the stairs to her room . Shuts the door . A light glows under the door , then goes out .

He opens his eyes , listens , then turns over and goes back to sleep . Not suspecting . Not yet .

Dreary . Landon lies in bed , flipping the TV CHANNELS , past `` Square Pegs , '' `` Miami Vice , '' MTV , to a British nature documentary . After a moment , he searches for a pen and paper . Titles it `` Life List . '' Pause . He does n't know what to write .

Landon , Clay , Eric , Belinda . Eric 's pickup is parked by Belinda 's Cabriolet . RADIOS ON , BLASTING the same station , same song : JOHN FOGERTY 's `` Rock and Roll Girls . ''They look . Jamie 's watching them . They laugh .They laugh more and she 's there .He does n't respond . She shifts from foot to foot . Confused .His friends snicker and guffaw . She looks at them , then back to Landon .She gives him a funny look and walks away . A better person than he and he knows it .They laugh . Landon the loudest . It feels good , but he also feels a little . bad .

Cleaned up . Swept out . The Camaro is still a dented mess . But Landon drops its hood down , wipes his hands , and climbs behind the wheel . The ENGINE STARTS .

No posters of pop stars . Books by Houston Smith , Thomas Merton , Alan Watts , Carlos Castaneda . Jamie studies , listening to JONI MITCHELL 's `` I Wish I Had a River . '' The DOORBELL RINGS .

Jamie opens the front door . Landon . A stern voice from the living room . Reverend Sullivan 's .Jamie shuts the door .

Landon ca n't believe this . He presses the BELL again .She 's standing in the front yard .WIDER He steps down off the porch .Pause . He thinks she might be going for this .She walks up the porch steps , goes in the front door , and opens it . Before she goes in :

Jamie leans against the closed door , trembling , almost crying . In the living room , her father looks up from his reading , sees Jamie , then parts the curtains , looks out , glowers . REVEREND SULLIVAN 'S POV - OUT WINDOW Landon standing in the front yard , confused that Jamie would reject his generous offer of friendship .

Landon walks to his car , then yells back at the parsonage .The front door opens , startling Landon . It 's the Reverend . Red - faced with fury . Landon glares back , but then climbs in his car and drives off . Ashamed .

Jamie sits on the sofa . Her father does n't look up from his reading .Tears well and Jamie 's face cracks with guilt and heartbreak . She leaves before her father can see her distress .

Landon lies in bed watching another British nature DOCUMENTARY , this one on astronomy . He reaches for his school yearbook . Flips the pages until he finds Jamie 's photo . CLOSE ON JAMIE 'S PHOTO She 's smiling and looks almost cute . Listed under her photo are clubs : Red Cross , Stars and Planets , Drama . Ambition : To Witness a Miracle .

Landon and Luis sit over the geometry text . Landon has just asked a question and Luis is shrugging sadly . Landon 's eyes wander out the window . LANDON 'S POV - BASKETBALL HOOP BACK TO SCENE

Landon and Luis face each other across the half - court . Landon 's got a ball and is further from the basket .Landon and Luis both step forward .Luis steps outward , directly opposite Landon .Landon tosses him the ball . They play . Jamie glances over from a picnic table where she works with her student , Isabel . Landon looks at her , she looks away , he looks back . Thoughtful . Watching her . But not staring .

Landon studies the books in the spiritual/religion shelf . He picks out a book , then sits in a corner . But before he opens the text , he looks around him , suddenly taking in all the books , all the learning , all the knowledge that could be his .

On the marquee : The Rainmaker . Under this , `` All Invited . '' Under this , a full parking lot .

A full house . Parents , teachers , students , churchgoers , booster club and rotary members . ON STAGE The set is a wealthy Midwestern ranch house of the 1950s . Eddie and two other BOYS play other characters . The play 's underway . STAGE LEFT Landon watches , dressed as Bill Starbuck in a nicely fitted suit . Waiting for his entrance . LANDON 'S POV - STAGEBACK TO SCENE From stage right , Jamie makes her entrance as Lizzie . A collective gasp from the audience . LANDON 'S POV Jamie , wearing makeup , a dress that clings , her hair pulled back . BACK TO SCENE Landon ca n't take his eyes off her .AUDIENCE Reverend Sullivan - enraptured . Principal Kelly - hopeful . Cynthia Carter - uncertain . Clay , Eric , and Belinda - rocking in their seats , snickering .BACK OF AUDITORIUM A well - dressed man , DR. JONATHAN CARTER , Landon 's father , slips in and takes a seat a couple of rows behind Cynthia .BACK OF AUDITORIUM - LATER Dr. Carter hangs on every word . Others sit on the edge of their seats . Even Clay , Eric , and Belinda . Belinda leans forward to take a photo . BELINDA 'S POV THROUGH CAMERA LENS As she ZOOMS - Landon and Jamie on stage , growing larger . ON STAGE Landon , Jamie , and the three boys . ON STAGE - LANDON is Starbuck .Jamie looks . She sees something in his eyes she has n't seen in them before . Love .LANDON 'S POV Jamie , her face lovely . Her eyes shining , radiating , looking directly at him . BACK TO SCENE Landon is dumbstruck .Landon changes the line and nails it . Surprising himself . Surprising her . They both know it 's sincere . A moment passes . Her stomach churns with anticipation . He leans in . She closes her eyes . They kiss . Gently , genuinely . When Jamie opens her eyes , they are filled with tears . The curtain crashes down . End of act two . CLAPPING from the other side of the curtain . Landon tries to meet Jamie 's gaze . But she 's looking at the floor . AUDIENCE Principal Kelly , pleased . Cynthia Carter , proud . Clay and Eric , surprised . Reverend Sullivan , frowning , concerned . Belinda 's face is cold , hard .

` She'll sure think the same if I do it. You're her father and comes a time when a father's got ta mention.'

Landon runs out , looking for his friends . Mr. Kelly shakes his hand , then deals with parents . LANDON 'S POV Belinda getting into her car . WIDERBelinda stops .She waits . Landon struggles with what to say .Landon watches her START her CAR , back from a parking space -Landon turns . His father is standing on the curb .Landon moves toward his Camaro .Landon opens his car door and gets in . Not forgiving .

Many many books . Landon cruises the stacks . No Jamie . Belinda , sitting at a table with a girlfriend , sees Landon and turns away . He does n't pursue it .

Eric and Clay watch Landon hammer out dents in the Camaro . They 're smoking , sharing some beers . Josh , the neighbor kid , stands across the street , wanting to be invited over .Eric and Clay exchange a look - is Landon defending her ?Eric and Clay smirk in disbelief .

Landon 's waiting when Jamie approaches her locker . Her hair pulled back . She looks good in a simple , fresh way .Pause . She does n't help him . She opens her locker , gets what she needs .Pause . He tries to touch her hair . She ducks .

Jamie sits alone , reading , wearing her old brown sweater . Landon walks by Clay and Eric at a table .Puts his tray down on Jamie 's table and sits . Making a public statement .She goes back to her book . Ignoring him .She does n't look up . Shows him the spine : The Scarlet Letter .Landon realizes this is why she 's always reading .She does n't deny it . He just dives in .She looks up . Examines his face for the truth .Students seated near them have overheard . Whisper .She picks up her books and tray . Everyone is watching .

Landon follows Jamie out of the building . Catches up .She heads to the old Pontiac . Landon jogs after her .She gets into her car . Slams the door . STARTS the ENGINE . She recognizes the truth .She drives off . Clay and Eric , watching , guffaw at Landon 's spectacle .

Landon sits alone . Legs dangling over . Lighting and dropping matches into the black beyond his feet . His body caught in the occasional sweep of car headlights . Nearby , an abandoned car . A rusty old Yugo .

Landon comes in from outside . Is surprised to find Cynthia sipping tea , wearing her uniform .Pause .Landon does n't answer .

The door is open to a lab where Jamie and the Star Club is meeting . Landon mops , working hard , while listening in . Inside , Jamie ignores him . Mr. Kelly watches from near the trophy case . Almost approving .Landon grins and moves on . Behind Landon 's back , Mr. Kelly peeks into the science lab . Sees Jamie . Looks back at Landon . Wonders .

Landon parks his Camaro . It 's shiny and buffed and perfect again .

A Christmas party for the tutors and tutored . A ROCK 'N' ROLL CHRISTMAS CD plays . A raffle ticket box by the door . A sign reads : `` Win Movie Tickets . '' Landon enters , buys a ticket , then takes off his leather jacket . Underneath , a nice shirt and tie . LANDON 'S POV Across the room - Jamie , looking pretty in a dress , laughing with her student , Isabel . Mr. Kelly talking with MR. REGINALD ADAMS , principal of Jefferson High . Luis runs over , diverts Landon 's attention . FRONT OF ROOM Mr. Adams goes to a microphone . Taps it .Applause . This is new . Landon looks at Jamie , who 's smiling . She steps to the microphone .More applause . She steps down . LANDON AND LUIS Off to one side .Luis smiles . Jamie overhears .She smiles . He looks at her .He smiles .She shakes her head .She walks away .Landon smiles , not sure why she believes in him .

Everyone? Quiet please. As you all know, we're here to celebrate the holidays and to raise money to buy books for our library. The book drive is being led by Beaufort High's Jamie Sullivan.

Hanging on the front door : a simple evergreen wreath with a plaid bow .

Dark save for a gilded fake tree lit with tiny blinking lights and the glow of Cynthia 's cigarette in the dark .Landon comes down the stairs . Sits on the sofa . Wearing another good shirt . She tries to reach out .Pause .He senses her hurt , but leaves anyway .

A Christmas tree with large colored lights stand in a corner . Jamie and her father playing cards . The DOORBELL RINGS . Then urgent BANGING .

Landon slides his backpack off his shoulder . Pulls out a shopping bag . Holds it out to Jamie .She does . She opens the bag , pulls out a beautiful pink sweater . She 's overwhelmed . Without a word , just a happy smile , Landon hops down the steps toward his car . Reverend Sullivan appears in the doorway .

Jamie hums to herself as she brushes her hair . She 's wearing the new sweater . Her father KNOCKS . Enters .Jamie does n't answer .Pause . He 's feeling her grow up , grow away .They eye each other . He 's losing her .

A nurse points Landon toward a patient room . He carries a battered liquor - store box .

A TV flickers . Landon comes in . Opens the box . Pulls out the evergreen wreath with the plaid bow .Landon leans the wreath in the window . HAROLD KEENE - the old man from the accident , watches from his bed , baffled .Landon pulls a Thermos from his coat pocket . Unscrews the cap . Finds a drinking cup . Pours in cider . Offers Harold the cup .Harold takes the cup , looks Landon over . Landon appears genuinely contrite .Pause .Pause .Harold reaches under his pillow . Pulls out a small bottle of liquor . Tops off his cider .Harold nods , liking Landon .

Landon speeds , the windows open , WIND WHIPPING , DIRE STRAITS BLASTING . The Camaro turns and brakes and turns again , kicking up gravel , raising hell . The car slides to a stop .

Landon turns OFF the RADIO . Sits still . Wipes the rearview mirror clean , spotless . Unties the dangling plastic skeleton and pockets it .

Colorful banners and flags flap in the brisk WIND . Landon talks with a used car SALESMAN .They look at the Camaro . Shining in the sun .Landon gazes at another dealership across the street , then adopts the surly , vaguely - threatening attitude of old .The Salesman looks from Landon to the car . He pulls a wad of cash from his pocket . Wearily counts out twelve bills . Landon takes the money , touches the Camaro 's hood , then walks away .

You ca n't expect me to pay you for your - attachment to that car.

One car . An old station wagon . At the parking space , a sign : `` School Principal Only . ''

Kelly looks up from paperwork .Landon drops a folded wad of hundreds on the desk .But his tone implied it and Landon 's already gone . Kelly is immediately sorry . He goes to his window and sees Landon pedal away on the old bike .

Landon watches a tow truck lower the abandoned Yugo . When the car is down , he sees Jamie standing on the sidewalk .

Landon faces Jamie .He nods , but quickly changes the subject .She smiles .She heads for her father 's old Pontiac .She stops . Turns around . Surprised .She smiles and gets in the car .

Landon looks into the Reverend 's office . LANDON 'S POV Reverend Sullivan is sitting behind his desk , examining legal - looking documents and records . He takes his glasses off , rubs his eyes . BACK TO SCENE Landon knocks . The Reverend looks up , furrows his brow .The Reverend makes a small motion and Landon enters .

Landon does n't sit .He looks back to his papers . End of conversation .Reverend Sullivan glances up . As if surprised Landon is still there .The Reverend looks out the window . A gray day , cold , bitter , stark . He considers his options .

Landon 's under the Yugo 's hood . Josh , the kid from next door , is in the driver 's seat .Josh turns the key . Nothing happens . Under the hood , Landon changes something .Josh tries the engine again . Still no go . Landon changes something else .Josh tries one more time . The ENGINE ROARS , then DIES , then amazingly STARTS again . It 's running . Landon high - fives Josh , then sees an old station wagon turn in .

Kelly hands a paper to Landon .Landon understands what Kelly is implying .They shake hands .

Landon , dressed with care , faces the mirror and wet combs his hair .

A seafood joint on the waterfront . Quaint , not fancy . Twinkle lights illuminate Jamie 's face . Landon finds her lovely . Jamie picks .She watches Landon , happy , then perplexed . JAMIE 'S POV Landon wolfing down his food . BACK TO SCENE

Landon drives . The CARS ' `` Tonight She Comes '' PLAYS . He belches loudly , dramatically .She grins . And tries . A small burp .He belches again . Just as loud . She tries again , laughing .

Landon steers the car into a parking lot for a miniature golf course with a castle - shaped video arcade and Little League diamond . A family entertainment center .

Jamie 's in the cage with a helmet on . A machine tosses balls . Landon coaches from outside .Jamie is laughing too hard to hit anything . The balls keep coming . She ducks out of the way and grasps the fence and leans in . Landon leans in on his side . They 'd be embracing if the fence were n't there . In the b.g. , kids from their school . Giggling , whispering . Landon looks over at them .

The YUGO ROARS down the asphalt . A sign for the approaching state line whips by .

Jamie and Landon . With STEVIE NICKS ' `` Talk to Me '' ON the RADIO .He grins . Pulls the car over .He leaps out , leaving the headlights on .

Landon takes Jamie 's hand and pulls her toward some invisible place .He keeps tugging her . She follows him . Laughing .He leans down and lifts one of her feet a foot from the other . He notices a large bruise on her leg . She brushes her dress down .She 's thrilled at his solution to her wish . He walks to the shoulder of the road .Huh ? He does a cartwheel . She laughs .

A starry night with a bright moon . Glimmering silver water . Jamie and Landon walk onto a dock . DISTANT FIREWORKS BOOM .They reach the end of the dock . She turns to face the WIND . It blows her hair . She turns his face the same way .He closes his eyes . Feeling the wind . Opens them again , rejecting the idea .She 's embarrassed . She tries to avoid implying anything .Her tone is matter - of - fact , but Landon 's got a serious and tender look on his face . He touches her hair .He moves closer .She looks down . Shy .He touches her neck , her cheek , her mouth . Then leans in and kisses her . A tender , soft kiss . He pulls away . They look at each other a moment .There , he put it out there , risked looking and feeling foolish . Not the old Landon . Jamie looks away . Mixed emotions . Happy and sad .She turns back to him , her eyes shining . She touches his face and they kiss again , deeply . But after a few moments , she drops her chin onto his shoulder . Smiling , glowing even , but slightly aloof , staring at the water . He pulls away slightly to study her face . He touches her cheek and brings her back from wherever she 's been .Tears run down her cheeks . Landon wipes them away with his thumbs , attributing them to happiness .

Landon follows Jamie up the steps . The lights in the living room are on . THROUGH the windows , they can see her father taking down the Christmas tree .He pulls her to him . Kisses her . The front door opens .Landon and Jamie separate , but Landon keeps an arm over her shoulder .Reverend Sullivan studies the two young people .And he goes . Jamie walks by her father and into the house . Not saying anything . He watches her . What has he allowed ?

Landon and Jamie head into school . Landon nods to Belinda , others . They glare back .

Landon and Jamie arrive at his locker . It 's been kicked in .Bang , bang , bang . Landon kicks in every locker in his row . A dozen in all . Jamie watches , a little frightened by his anger . But then he turns to her and grins .

Landon eats alone , ignored by Eric and Clay . Jamie approaches with her tray , red - faced , tearful . She hesitates about sitting - feeling bad that Landon 's being diminished , ostracized . She thinks he does n't see her . But as she turns to leave , he pulls a chair out for her and smiles . She sits . Landon sees her face .The PUBLIC ADDRESS SYSTEM CRACKLES . Landon takes Jamie 's hand as the room hushes .

Landon leads Jamie up , round and round , to the top of the tall steel tower .

They exit the staircase to a small 360 degree overlook . Jamie 's amazed at the view .They look off to the curve of the horizon , where sea meets sky .He pulls a deck of cards from his jacket pocket . They sit and he starts to shuffle . Not too well . Jamie takes the deck . Shuffles like a card shark .

Jamie is already waiting when Landon 's Yugo pulls up . He gets out , walks to her , they kiss .She climbs up and over the wall . He follows .

Jamie fits the pieces of her telescope together .Landon shakes his head , amazed .Landon doubts this .He grins , loving her even more .He opens his backpack . Pulls out the contents .Pause .He reaches back into his backpack . Pulls out a second blanket .He hands her one . She takes it , smiling , reassured .

Reverend Sullivan sits up in bed . His feet find slippers on the floor .

Reverend Sullivan , wearing a robe , enters quietly . Checking on his daughter . Her bed is empty .

Reverend Sullivan looks down the access road to the rear cemetery gate . REVEREND 'S POV The Yugo parked by the gate . BACK TO SCENE The Reverend struggles with what to do . After a moment , he decides not to interfere ; he 'll pick his moment . He keeps driving .

Jamie and Landon are looking at the heavens through the telescope .He draws her close , they kiss . She shyly pulls away . Their hands still touching until she looks again into the telescope eyepiece .She swivels the telescope into position for Jupiter and steps aside so he can look . But he picks up the flashlight , pulls a diagram from his pocket .She takes the diagram , studies it , and adjusts the scope .She could n't be happier . She reaches for his hand .It 's the first time he 's heard it . He pulls her into his arms . They kiss . Passionately . She starts to object .And he does . They snuggle . Silence , then :Long pause .He does n't make fun . He strokes her hair . Kisses her forehead .

Landon enters from outside . Cynthia , still in her waitress uniform , is sitting at the table , drinking coffee .Landon does n't dignify this question with an answer .She pulls Landon 's Life List from her pocket . Landon is horrified . She reads it .Landon does n't answer . She puts the list on the table . Smoothes it . Gently discouraging .She does n't want to discourage him , but she wants him to be practical and realistic .Long pause . They are both sorry to have raised their voices .

Landon eats dinner with Jamie and Reverend Sullivan . Silence , then :Landon searches his mind for just the right subject .Reverend Sullivan looks at his daughter . She 's nodding , interested .Jamie smiles .His eyes meet the Reverend 's . The Reverend 's got to respect him some .

Reverend Sullivan looks out the window into the back yard . HIS POV Jamie showing Landon the junk pile that will become her newer , larger telescope . They are laughing , jostling each other , comfortable , happy .

Reverend Sullivan and Jamie put the dishes away .She turns to him , upset . Her anger spilling out .He 's playing to her old insecurities . She 's not one hundred percent sure .Their eyes meet . She knows he 's right .

Ferris Bueller 's Day Off and Three Amigos ! on the marquee . Landon and Jamie exit as Belinda and a new boyfriend buy tickets . Clay and Eric and a crowd behind them .She takes her boyfriend 's arm , turns away , snubbing him .Eric says something inaudible and the whole crowd sniggers and laughs . He 's become Landon . Landon reddens , now realizing for certain that he 's become a Jamie Sullivan .

Landon and Jamie walk . The theater in the b.g.He 's impressed with how she manages .He does n't notice her tone .

WHITNEY HOUSTON 's `` How Will I Know ? '' ON the RADIO . Jamie flips the RADIO OFF . She 's got something on her mind . Landon notices only that she seems a bit remote .He looks at her , questioning . She 's looking out her window .Tears are running down her face . He pulls the car over .

Jamie gets out of the car . Landon quickly follows .He tries to take her arm . She shakes off his hand , steps back . Wanting to be heard and understood .Landon tries to say something . Nothing comes out . His soul numb .His face crumples with pain and anguish .She gets in the car . Slams her door shut . He stands there , not knowing what to do .

Landon pulls up in front of Jamie 's house . A long quiet ride .Jamie just looks at him . Feeling sorry for him - what he wants does n't matter .

The Reverend and Landon drink coffee .Reverend Sullivan hears the challenge in his voice .It 's a long answer and by the time the Reverend opens his mouth to explain , Landon 's out the door .

Moonless dark . Few cars . The YUGO RIPS down the road . Landon opens a map over the steering wheel . Turns on the dome light . Looks at the return address on an old letter .

Mansions . Big lawns . The Yugo slows as Landon leans forward to read a street sign . His face is tear - streaked . He flicks his headlights to bright , then low again . The car turns left .

Large new colonial . Landon slams his car door and stands in the street . Staring at his father 's house . He heads up a flagstone path for the front door .

Landon RINGS the resounding DING - DONG BELL , then bangs on the heavy wood door . Grief - stricken .

Elegant , thick carpets . Dr. Carter , putting on his robe , parts the silk drapes in the upstairs hall . DR. CARTER 'S POV His son standing on the front lawn . Distraught , tearful .

Landon backs away from the house . Angrily kicks over a decorative planter . Is halfway to his car when Dr. Carter opens the door and comes out .Landon does n't hear .Landon turns around . Sees his father . Breaks down , sobbing . His father goes to him . Hugs him , a big bear hug .Lights pop upstairs .Landon pulls away . Angrier .He waves his father off , dismissing him .But Landon has n't heard . He 's in his car . Dr. Carter watches his son 's car move away , regretful .

Landon quietly shuts the back door . Exhausted . Starts making coffee . Cynthia appears .No response .Long pause .

The Yugo parked in the driveway . The morning paper lying on the grass . Landon paces in front of the front porch . Incapable of ringing the bell , lacking the courage , lacking the right words . Upstairs , the curtains move .

Jamie looks out the window . JAMIE 'S POV Landon pacing , talking to himself . BACK TO SCENE She starts to raise the window , to say something , to help him , but then lets the curtain drop . She needs for him to decide , for him to be ready to face this with her . The sound of a CAR . She looks out the window again . JAMIE 'S POV The Yugo driving away .

Landon lies on his bed in the dark . The PHONE RINGS . Landon stares at his extension . The RINGING STOPS . A voice from downstairs .Landon picks up his phone .

The door to Landon 's room is ajar . Cynthia waits outside . Listening . Hearing nothing . She pushes the door open . CYNTHIA 'S POV Landon sitting on his bed . Deflated .BACK TO SCENE Cynthia is pained to see his suffering .

Landon 's still in bed . Facing the wall . Cynthia KNOCKS . Enters with a plate of food .No response . She leaves the tray and goes .

Jamie and her father eat dinner . Jamie is red - eyed , heartbroken .She flees the room . ANOTHER ANGLE - CONTINUOUS ACTION Goes up the stairs . Keeps going . Up another flight to the attic .

Jamie opens a closet door . Pulls out a dress , a scarf , jewelry , a worn book - her mother 's belongings . She opens the book and starts to weep . Missing her mother . FOOT OF ATTIC STAIRS Reverend Sullivan stands , looking up at the attic stairs . Frustrated , angry , worried .

Landon is still in bed . Cynthia enters . Pulls back the curtains . Yanks up the shades .

Landon sits at the kitchen table . Cynthia pours him a cup of coffee .Pause . Her words sink in .

Before Landon can ring the bell , the front door opens . The Reverend . Landon runs past him into the house .Oh .

Deserted , classes are meeting . Landon runs , sliding to a stop at one classroom door . Looks in , keeps going , stops at another . Searching . This is JAMIE 'S POV from the top of the hallway . JAMIE She stands , holding her books , watching him , unsure . LANDON finally feels her gaze , turns to look . JAMIE turns away , still angry and disappointed . LANDON runs to her .He catches up to her . JAMIE AND LANDON face each other . Neither sure what to say .Pause .She means not even God and he gets this .He hugs her close , rocking her , comforting her and himself .

A small group of students sit on stage reading from Our Town , rehearsing . Jamie and Landon sit together in the third row , holding hands . Landon glances at her , realizes she 's asleep . Pulls her sweater over her .

Landon sits with Luis ; Jamie at the next table with Isabel . She looks pale . He catches her eye . They both smile , a little sadly , then turn back to their students .

Landon drives them home from Jefferson High . No music .No response .He reaches into a cooler on the floor of the back seat .He places a red heart - shaped box in her lap .He grins . She looks crestfallen , feels terrible .He takes a chocolate . Pops it in his mouth . Grins .LANDON 'S POV -LRB- THROUGH JAMIE 'S TELESCOPE -RRB- - VAST STAR FIELD PULL BACK to reveal .

Jamie and Landon are looking at stars . A long quiet moment .She begins taking the telescope apart . Depressed .

Jamie looks at the high fence , weary , then reaches into a pocket for a key . Unlocks the gate . Swings the gate open . Landon 's astonished .Their eyes meet . Her look is serious .

Reverend Sullivan is up a ladder . Cleaning a gutter . Landon stands below , a few feet away , gathering his nerve . He walks over . ON LADDER The Reverend is busy ignoring Landon standing below . A long beat , then :The Reverend looks down .Neither Landon nor the Reverend see Jamie come out of the house and walk over . ON GROUND Landon shields his eyes with a hand to see the Reverend better .Landon and her father both turn to her . Pale , wane . They understand what she is saying .She goes into the house . Landon and Reverend Sullivan look at each other , then away , uncomfortable . That did n't sound like her .

Landon , looking haggard , moves slowly as he cleans out Jamie 's locker . Students stare as he carefully places her things , including the pink sweater , in a shopping bag . They part and hush as he passes by . News travels fast . Clay and Eric step forward .Landon turns back . Surprised . Inspects Belinda . Eric . Clay . Others . No one speaks .He pushes past Belinda 's new boyfriend , heading for the office .

Mr. Kelly and Landon .Landon heads for the door .Landon ca n't answer . Too emotional .Landon looks up , astounded .Landon nods , accepting , appreciative .

Landon puts away the contents of the shopping bag . Jamie 's in bed , wearing the sweater .He turns on the CLOCK RADIO next to her bed . Finds a WALTZ . Offers his hand . Pulls her out of bed . She 's in pajamas .So they waltz , faking , stumbling and laughing , holding each other .

Reverend Sullivan hears the MUSIC and LAUGHTER . He frowns , afraid for Jamie 's health .

Jamie grips Landon 's arms , seems to slip , suddenly too exhausted to carry her weight . Landon picks her up , gently carries her back to bed . Settles her in .Landon sits on her bed . Strokes her hair . They look at each other . Landon reaches for her hand . When he looks at her face again , she 's asleep .

Landon 's sitting on his childhood tree swing , twisting side to side . Pensive . His mother comes out of the house .She reaches to put a hand on his shoulder . He lets her .

The rear gate is open . A caretaker waits while Landon carries pieces of the older telescope to his car . A tall pile of parts is already at his car . Eric and Clay drive up in Eric 's pickup . Gravel flying . MUSIC BLASTING .

The truck makes a circle around Landon , then stops . The MUSIC QUIETS . Eric and Clay jump down . A long tense moment , then :Without a word , Clay walks to the Yugo , lifts the heaviest telescope part , and carries it to the bed of the pickup . Eric follows suit .

Landon studies the pieces of the smaller telescope and how they fit together . They are like a map for how to build the bigger one .

Landon unloads an impossibly large round cardboard concrete form - tube from his car . Carries it around the house toward the back yard .

Jamie wakes from a nap . She looks thinner , grayer . She hears HAMMERING . She hauls herself up and to a window . JAMIE 'S POV Landon working on the new telescope . He looks up at her window . Sees her there . Smiles . BACK TO SCENE Reverend Sullivan comes in to check on Jamie . She 's standing at the window .She turns to look at him and collapses into his arms .

Jamie lies in bed , eyes closed . Hooked to monitors , pumps , an IV drip . Landon holding her hand . Reverend Sullivan talks quietly with a doctor . Hearing bad news .

The sky is pink . A squirrel runs along a telephone wire . The Yugo is the only car in the visitor lot .

Landon , in yesterday 's clothes , dozes lightly . Jamie moves and he starts , fully awake . She opens her eyes .She nods . Sleepy . Closes her eyes again . He rests his head on her shoulder and weeps . Her eyes open , then close again . There 's nothing to say .

Reverend Sullivan looks through the window in the door at the scene within . He hesitates , then pushes the door open .

Reverend Sullivan enters .There 's only one chair . Landon nods and goes . The Reverend sits , closes his eyes a moment . When he opens them , she 's looking at him .He kisses her forehead , then sits back .Pause .He lets this sink in .She looks away , agreeing without saying so .She sits up and embraces him . He wraps his arms around her . Tight . She closes her eyes , tears welling , never wanting to let him go . Her father .

On the marquee on the front lawn : `` WELCOME HALEY 'S COMET . '' The Yugo parks in the b.g.

Landon picks up a pile of books and assignments . Looks through them , then eyes Miss Tarbox .Mr. Kelly steps out of his inner office . Sees Landon 's anguished face , his exhaustion .Landon nods his appreciation .

Jamie looks smaller . Her eyes have blue circles beneath . The Hemingway novel on the bedstand . Belinda pushes the door open . Peeks in . Not sure she is welcome . Landon is sitting in a chair . He sees her , motions for her to come in . Quietly .Pause . Awkwardness .She hands Landon a small photo album .She hugs him quickly , then leaves . Landon goes to the window , looks out . SAME SCENE - HOURS LATER The sky is grayer , darker . Landon is still at the window . Jamie wakes .He goes to her side .He kisses her .She reaches under her pillow for the worn book from the attic . She offers it to Landon .He takes it .Landon looks at a page .A bookmark falls out . He studies that page a moment . CLOSE ON PASSAGE from Corinthians . BACK TO SCENE Landon reads it .He takes her hand . Holds it .He kneels on the floor . Puts his head on her pillow next to hers .He touches her face tenderly .Pause . He gets her meaning .

Cynthia pacing , talking on the phone , worried . The front door is wide open .She stands in the doorway and looks out . CYNTHIA 'S POV Landon in his car in the driveway .

Jamie 's breathing is shallower . Landon 's reading her The Sheltering Sky . He pauses , looks up . Isabel , Jamie 's student , is standing in the doorway . Jamie sees her too . She smiles weakly .Isabel comes in . Landon offers her the book . She takes it and keeps going from where Landon left off . Stumbling but reading . Jamie grins .Isabel looks shyly at Landon . Jamie shakes her head , amazed . Landon nods to Isabel and she begins reading again .

Landon quietly opens the back door to the kitchen . HIS POV Cynthia sits at the table with Dr. Carter , his father .

Landon enters , but does n't sit .Landon is listening .He holds out a check . For a lot of money . Landon takes it . Grateful .

A smaller Jamie lies in a hospital bed , seemingly asleep . Hooked to an IV . Bottles of pills . Landon dozes in a comfortable chair . A nurse sits in a corner , reading . Eric and Clay stand in the doorway , not sure what to do . Jamie opens her eyes , smiles .They tiptoe in . Stand on either side of her bed .A dumb question but she handles it well .Awkward pause .Clay hands her an envelope .She pulls out a stack of worn bills .Jamie takes their hands , holds them . Thanking them silently . Her eyes shining with tears .

Landon sits at his desk , sketching the larger telescope , making a few computations . A library book on Haley 's Comet is open . A stack of similar books by his elbow . Cynthia enters wearing her waitressing outfit .He shrugs . Tears fill his eyes .Landon thinks his mother is also talking about herself .Pause .They embrace .

Landon opens Jamie 's mother 's book . A photo of Jamie falls out - one taken by Belinda . CLOSE ON PHOTO Jamie , beautiful , smiling at the audience . LANDON considers the photo , finds a page to tuck it into . CLOSE ON HANDWRITTEN JOTTING `` For Landon '' above some underlined text , a Psalm from the Bible .Landon knows Jamie underlined this for him .

Landon tears down the steps . Past his mother to the front door . He 's out the door before she even turns around .

Reverend Sullivan sits up in bed . His feet find slippers on the floor . He looks haggard , his hair thinner , his face defeated .

The Reverend , wearing his robe , checks on his sleeping daughter . The night nurse nods as he tucks in blankets . A SOUND . Then another . Reverend Sullivan goes to the window . Parts the drapes . Looks out . HIS POV A dozen flashlights in a big circle . Landon in the middle , working feverishly on the new telescope .

The back porch light comes on . Reverend Sullivan steps out onto the back porch . Landon looks up .Without a word , the Reverend turns around and goes back inside . Leaving the porch light on . Landon goes back to work .

Reverend Sullivan comes out . Dressed . He carries two mugs of coffee and a brightly burning kerosene camp lantern . Peace offerings . He walks over , sets down the lantern , hands Landon a mug . Ready to work .As they walk to the garage .The Reverend nods , impressed . He yanks the garage door up . Goes in .The Reverend carries out a large cardboard postal package . Landon takes it as the Reverend lowers the garage door .Reverend Sullivan searches Landon 's face for a long moment , understanding , then turns and heads for the back door .

Landon stands in the doorway . The Reverend is wiping his glasses , his face , maybe of tears . He sees Landon .Long pause .The Reverend stands , offers Landon his hand . Landon takes it . The two men shake . Allies now .

Jamie opens her eyes . But can barely keep them open . Groggy from pain medication . Landon 's standing there . Showered , clean clothes .He starts helping the nurse disconnect her IV .Jamie looks at the nurse . Uncertain . The nurse nods .

Landon carries Jamie out a large attic window . The finished large telescope is set up . Pointing at the sky . She 's in her nightgown , wrapped in a blanket .But she looks at the lights of the house and streets around them .He checks his watch .As she turns to him , questioning , the neighborhood suddenly darkens as the street lamps and lights in every nearby house are switched off .

Members of the Star Club and other students look through traditional telescopes .

Jamie hugs Landon in gratitude .Jamie , tears streaming , braces herself against Landon and she peers into the telescope eyepiece . She pulls back , wipes her eyes , then looks again . She swings the telescope into the correct position . HER POV THROUGH TELESCOPE Haley 's Comet , its icy nucleus issuing the jets and streamers of gas , dust , and debris that form the comet 's hazy head and long tail .BACK TO SCENE She steps back so he can see . He looks quickly , then moves aside so she can keep looking . She 's completely engrossed . A long , quiet moment , then :She leans away from the eyepiece and looks at him - yes .His throat tightens with nervousness , with hope , fear , sadness , and love .HER FACE Illness , happiness , disbelief .

A sea of pink , purple , and white blossoms . Dogwoods , wisteria , azaleas , and roses blooming .

Bursting with everyone who knows Jamie and Landon - every kid in their high school , including Eric , Clay , Belinda ; teachers , including Ms. Garber ; Mr. Kelly ; Luis and Isabel and others from Jefferson High ; her father 's congregation ; Cynthia Carter ; Dr. Carter 's new wife and their two kids ; neighbors ; hospital staff and home nurses . Landon stands with his father by the altar . The `` WEDDING MARCH '' begins . The double doors at the back of the church open . Everyone turns to look at the bride . Gasps of joy and sadness . LANDON 'S POV - JAMIE Flanked by a nurse and Reverend Sullivan . She 's wearing her Lizzie dress from the play . It hangs loosely , but still becomes her . She 's a beautiful bride . BACK TO SCENE Landon swells with pride . Jamie smiles . Then , leaning on her father , she slowly makes her way down the aisle . In the pews - few dry eyes follow her . Jamie - halfway - stops to rest and catch her breath . A moment later , she and her father continue . A long , difficult walk . A walk to remember . AT ALTAR The nurse rolls a wheelchair up as Jamie and her father near . Applause breaks out as Jamie reaches Landon 's side . Jamie sits . Exhausted . Landon kneels to be the same height as Jamie in her chair . Pause . Dr. Carter kneels . Showing solidarity with his son . Reverend Sullivan , standing , leans down to kiss Jamie 's cheek . Trying to keep his emotions in check . LANDON AND JAMIE 'S POV Reverend Sullivan towering over them . BACK TO SCENE Reverend Sullivan kneels , too . Jamie takes Landon 's hand in her right hand , her father 's hand in her left . Linking the three together . The congregation silences . Reverend Sullivan looks up from his Bible . Struggling .He reaches out , offering a hand to Landon . Completing the circle .As words are spoken and vows and rings exchanged , the CAMERA MOVES ACROSS the faces of those at the altar - Jamie , Landon , Dr. Carter . TO the first row of the congregation - Cynthia Carter , Josh , Eric , Clay . Then BACK row by row as the Reverend begins reading a passage from the book Jamie 's mother made for her . His voice soft and melodious , like a poet reading his own work .And the CAMERA MOVES OUT the double doors to find . PARSONAGE in a different season . Winter . UP the front steps and INTO . LIVING ROOM -LRB- PRESENT DAY -RRB- As it is now , in present day . The nurse disappears , leaving Landon Carter , 33 , waiting . Looking at a framed photo of Jamie as Lizzie in The Rainmaker . The nurse returns , helping an old man as he shuffles in . Reverend Sullivan . He 's stooped , thin , balding . His skin parchment thin . The two men embrace . Stiff , uncomfortable , uncertain .Pause . Why is he here ? The Reverend waits .He twists the ring on his finger . Removes it .He gives his wedding ring to the Reverend . Pause . Landon searches for something meaningful to say .The Reverend turns away , overcome with sadness . Realizing now why Landon has come .Landon is grateful to know this . He makes a move to go . Then turns back .Landon , deeply touched , embraces the old man again . Warmly , fully . Two men still grieving , saying good - bye .

Landon walks alone . His hair and clothing tousled by a steady gentle wind .Landon stops . Faces the wind . Lets the air swirl over him .He closes his eyes . She 's there . FADE OUT . THE END

CARD : 1841FADE IN :-EARLY APRIL , 1841- We are close on a PAIR OF BLACK HANDS as they open A FINELY WRAPPED PACKET OF VIOLIN STRINGS . WE CUT TO the hands stringing a VIOLIN . It 's not a high end piece , but it is quite nice . WE CUT TO a wide shot of the study . Sitting in a chair with violin in hand is SOLOMON NORTHUP ; a man in his late twenties . Everything about Solomon , his mien and manner , is distinguished . But he , too , seems a hardy individual . Someone who has known manual labor in his time . Solomon begins to lightly play his violin , as if testing the strings , their tuning . Satisfied , Solomon begins to play vigorously . As he does , we make a HARDCUT TO :

We come in on a lively affair . A dinner party is being thrown within the confines of a fairly stately house . In attendance are EIGHT COUPLES . All are WHITE and all are FAIRLY YOUNG , in their early twenties . The men and women are dressed in very fine attire . We should get the sense that for the most part they are people of means . The furniture has been set aside in the living room . At the moment the couples are engaged in the dancing of a REEL . The music they are dancing to is being played by Solomon , having cut directly from the tune he was previously playing . He plays with a light determination , and in no way seems possessed with empty servitude . Solomon concludes the reel , and the dancers break into enthusiastic applause , which is followed by personal thanks and congratulations from all . It should be clear that despite their respective races there is much admiration and appreciation for Solomon 's abilities .

It is a Saturday morning . Clad in her finest attire is ANNE ; Solomon 's wife , a few years younger than he . We see also the Northup children : MARGARET who is eight , and ALONZO who is five . They are handsome , and well groomed kids . Anne straightens up the children . She finishes , she rises up and stands behind them , almost as if preparing to pose for a portrait . They all wait a moment , then Solomon enters the foyer . He stands and looks admiringly at his family . ADMIRINGLY stressed . It is n't that he does n't have love for them , he does as well . But in the moment , he truly admires his greatest accomplishment : a family that is healthy and well and provided for . He goes to his children , and hands each a coin , then goes to Anne . Gives her a kiss on the cheek . The children giggle at the sight .

Solomon and his family are out walking along the streets and groves of Saratoga . The streets are well populated this morning with many people out strolling . Most are WHITE , but there are BLACKS as well . They are FREED BLACKS who mingle fairly easily - though not always completely - with the whites . We see , too , a few BLACK SLAVES who travel with their WHITE MASTERS . These pairings are largely from the south and - despite the fact the blacks are slaves - they are not physically downtrodden , not field hands . They are well dressed and `` leading apparently an easy life '' - comparatively speaking - as they trail their masters . As they walk , Solomon and his family arrive to an intersection well-worn and muddied from horse and cart traffic . Solomon and his children easily jump across the muck . Anne stands at the lip of the puddle , calls for Solomon to help her across .Solomon , turning back to his wife with a broad smile waving her forward :The children , now smiling as well , egg their mother on .Solomon moves close , holds out his arms . Yet , there 's still just a bit of mischievousness in his eyes . Anne gives her husband a lightly stern look to which Solomon replies .Again , lightly stern :And with that Anne takes the leap . Solomon catches her , swings her around grandly and sets her down lightly to the delighted applause of the children . That done , Solomon takes Anne 's hand and leads her on . As Solomon and his family make their way , among the slaves on the street , we see one in particular ; JASPER . As he trails his MASTER he ca n't help but note Solomon and his family as they enter A STORE . His intrigue of this most handsome and harmonious group should be obvious . With his Master occupied , Jasper moves slyly toward the STORE . Frozen on the spot , Jasper looks on admiringly . Suddenly a voice barks out-

We will take it. Children, come see what your father has just purchased for me.

Yes, and you were such a good help. Especially making the gravy.

Yes, certainly. Poor Mrs. Harris and her children. I hope brighter times ahead.

`` During the morning, from sunrise, the heavy bells had been pealing forth their slow and solemn toll while the minute guns announced that soon the grave would receive its trust. Our city as well as our entire nation has been called to weep over the fall of a great and good man. One who was by the wishes of a large majority of our

people raised to fill the highest place of trust within their gift. William Henry Harrison.''

Both of you, calm down. We will have our first lesson after this wonderful dinner. And on that note, let's start eating.

The payment offered is enticement enough, as is my desire to visit the metropolis.

As luck would have it, my wife and children are traveling. I will write her of our plans.

It's the national mood. There's too much grief to make room for frivolity.

You present a flattering representation. As my family will be traveling back shortly, perhaps I might commit only to one trial engagement.

I am Solomon Northup. I am a free man ; a resident of Saratoga, New York. The residence also of my wife and children who are equally free. I have papers. You have no right whatsoever to detain me --

And I promise you - I promise - upon my liberation I will have satisfaction for this wrong.

Your mother will come, I swear she will, but you must be silent. Please. Be silent!

This ca n't stand. It is a crime. I believe now someone lay in wait for me. My drink was altered... We are free men. They have... they have no right to hold us.

We need a sympathetic ear. If we have an opportunity to explain our SITUATION --

The two men I journeyed with. I'm certain they're making inquires at this very moment.

The crew is fairly small. If it were well planned, I believe they could be strong armed.

Days ago I was with my family, in my home. Now you tell me all is lost. `` Tell no one who I really am'' if I want to survive. I do n't want to survive, I want to live.

But he that is greatest among you, let him be as the younger ; and he that is chief, as he that doth serve. For whether is greater, he that sitteth at meat, or he that serveth? Is not he that sitteth at meat? But I am among you as he that serveth.

The creek is plenty deep enough to sail, even with a boat full of load. The distance from the WORK AREA to the point on the latter bayou is several miles by water fewer than land. It occurs to me that the expense of the transportation would be materially DIMINISHED --

I reckon them at more than twelve feet at their most narrow. Wide enough for a tub to traverse. A team of niggers can clear it out.

I labored repairing the Champlain canal, on the section over which William Van Nortwick was superintendent. With my earnings I hired several efficient hands to assist me, and I entered into contracts for the transportation of large rafts of timber from Lake Champlain to Troy.

I survive. I will not fall into despair. Woeful and crushed ; melancholy is the yolk I see most. I will offer up my talents to Master Ford. I will keep myself hearty until freedom is opportune.

Only a matter of perspective, sir. From where you stand you may see differently. But the hands are not mistaken. I ask only that you employ all your senses before rendering judgement. What's Tibeats to do when faced with fact? All he can do is spew invectives.

Yes, master. I am about it. I have begun on the other side of the house.

And so I did ; and Chapin said he would get another size for you, if you wanted them when he came back from the field.

I did as instructed. If there's something wrong, then its wrong with your instructions.

Master Tibeats wants to whip me for using the nails you gave me.

A word here or there, but I have no understanding of the written text.

To the store, Sir, to Bartholomew's. I was sent there by Mistress Epps.

Good morning, Master Shaw. I've been sent by Master to retrieve Patsey. May I approach?

Understood. But the Master sent me running to fetch you, and said no time should be wasted.

As you are aware, Master Epps can be a man of a hard countenance. There are times when it is impossible to account for his logic. You know he has ill feelings toward your husband.

Master Epps has somehow come to believe, as incorrectly as it may be, that Master Shaw is... That he is something of a lothario and an unprincipled man. A misguided belief born out of their mutual competition as planters, no doubt.

A misunderstanding is all. It began when I was sent to retrieve Patsey from where she'd taken sabbatical at Master Shaw's. Upon returning, Master Epps believed Patsey and me to be in conversation when we were not. I tried to explain, but it lead to all this.

No! I will do no such thing. The... the gory detail with which YOU SPEAK --

It is melancholia, nothing more. How does such despair even come to you?

Why? Why would you consign me to damnation with such an un-Godly request?

All that remains is to contrive measures by which the letter can safely be deposited in the post office.

The solitude plays tricks. It's your impression, nothing more. If you go back to your master you could face the same.

Better the loneliness. You have been free most of the summer. Return now and your master will make example of you.

You wo n't be caught. The dogs wo n't track you. You are... you are unique. Celeste...

The proceeds of my fiddling performances. A few picayunes, but all I have in the world. I promise them to you if you will do me the favor I require. But I beg you not to expose me if you can not grant the request.

It is a simple enough request. I ask only that you deposit a letter in the Marksville post office. And that you keep the action an inviolable secret forever. The details of the letter are of no consequence. Even at that, there would be an imposition of much pain and suffering were it known I was the author. A patron is what I require, sir.

... It is not yet written. I will have it in a day. Two at most, my skill with composition as poor as it is.

All I have to say, master, is all that need be said. There is no truth in it.

How could I write a letter without ink or paper? There is nobody I want to write to'cause I hai n't got no friends living as I know of. That Armsby is a lying drunken fellow. You know this, just as you know that I am constant in truth. Now, master, I can see what that Armsby is after, plain enough. Did n't he want you to hire him for an overseer?

That's it. He wants to make you believe we're all going to run away and then he thinks you'll hire an overseer to watch us. He believes you are soft soap. He's given to such talk. I believe he's just made this story out of whole cloth,'cause he wants to get a situation. It's all a lie, master, you may depend o n't. It's all a lie.

Thou devil! Sooner or later, somewhere in the course of eternal justice thou shalt answer for this sin!

Master Bass, I want to ask you what part of the country you came from?

Montreal and Kingston and Queenston and a great many places. And I have been in York state, too. Buffalo and Rochester and Albany, and can tell you the names of the villages on the Erie canal and the Champlain canal.

Master Bass, if justice had been done I never would have been here.

I am afraid to tell you, though I do n't believe you would tell Master Epps if I should.

If you truly do, I would ask... I would beg that you write my friends in the north, acquainting them with my situation and beseeching them to forward free papers, or take such steps as they might consider proper to secure my release.

My daughter Margaret is possibly now 19 and my son Alonzo, 16. I miss them so. It would be an unspeakable happiness to clasp my wife and my family again.

I apologize for my appearance. I have had a difficult time of things these past many years.

you... do you even remember the last time we saw each other? I put you on a carriage with your mother...

We are inside the store of MR. CEPHAS PARKER ; a white man and a supplier of general goods . Solomon greets him WITH :With money in hand the Northup children move quickly about the store looking for items to purchase . CONTINUED : Anne looks over some silks and fabrics . Parker suggests

Something to suit your style, but sturdy enough for the forty miles round trip.

If you would sign our condolence book. My hope is to find a way to forward it to the Widow Harrison. Sad days for the nation.

Ignore the gentleman's nonsense. Now, may I interest you in a new cravat? Pure silk by way of the --

As is your right. As it will be my pleasure to bankrupt you in the courts. Your decision.

Using a long pole , Mr. Parker fetches down a CARRY ALL from an upper shelf .Handing the Bag to Anne , she is immediately taken by it .As the children run over - chattering excitedly about the new gift - they RUN PAST JASPER who has quietly entered the store . At the checkout counter sits a portrait of WILLIAM HENRY HARRISON , the edges draped in black crepe . Before the book sits a LEDGER . Mr. Parker asks of Solomon :Jasper looks scared , timid . It 's as though he 'd like to engage , but is unsure of as to how . Noting Jasper , Parker SAYS :To Jasper , with good nature :Before Parker can finish , the door opens . It 's Jasper 's Master , FITZGERALD . He 's stern , clearly displeased .Fitzgerald looks to Solomon . It is a cold glare as though he was n't speaking to , and has no interest in a response from a black man . Looking back to Parker :

Anne , busy in the kitchen , puts the final touches to the meal , which is just about to begin . Solomon , in the meanwhile , sits at the head of the table reading from a NEWSPAPER . He reads to his children solemn news of the funeral arrangements for the recently deceased President Harrison .Solomon starts from the top of the article .A long moment of quiet , the family continuing to eat . Then , from Margaret :Anne enters the dining room and places a large chicken at the center of the table . As she takes a seat , all heads are bowed .The family all tuck in to their meal . The scene is one of warmth and happiness .

For food that stays our hunger, For rest that brings us ease, For homes where memories linger, We give our thanks for these.

Papa, I would very much like to learn how to play the violin. Could you teach me?

Solomon and Anne have fun and difficulty putting the unruly children to bed . They are tucked in , and each given a kiss good night . As Margaret lays down to sleep , Anne blows out the candle darkening the room . Silhouetted in the doorway , Solomon takes Anne in his arms , holds her tightly as they both luxuriate in the simple , beautiful gift that is their children .

Now alone together , we see Anne and Solomon wrapped in each other 's arms . Beyond being physically close , emotionally close , they are just so very comfortable with one another . They are the very representation of a couple who are made for each other . They look at each other for a prolonged time .SOLOMON 's eyes lower .ANNE holds his gaze .They kiss .OMIT

We are just outside the Northup house . A CARRIAGE waits with a DRIVER . Anne and the children are dressed for travel - Anne sporting HER NEW CARRY ALL . The Driver loads bags into the carriage . For her parting gift , Anne gives her husband a kiss .Anne and the children loaded up , the Driver chides the horse and the carriage heads off . Solomon waves a hearty good bye to his wife and children .

Solomon is now out for a stroll . He passes two men - two in particular - who stand outside conversing with MR . MOON himself : MERRILL BROWN and ABRAM HAMILTON . Brown is about 40 , with a countenance indicating shrewdness and intelligence . Hamilton is closer to 25 , a man of fair complexion and light eyes . Both are finely , if perhaps a bit garishly , dressed . Hamilton , as Solomon describes him , slightly effeminate . Moon , spotting Solomon :

Call the Devil's name... There he is now. Mr. Northup...! I have two gentlemen who should make your acquaintance. Messrs. Brown and Hamilton.

Mr. Northup, these two gentlemen were inquiring about distinguished individuals, and I was just this very moment telling them that Solomon Northup is an expert player on the violin.

Taking into consideration his graciousness and your modesty, may we trouble you for a moment of your time to converse, sir?

Circus too constricting a word to describe the talented and merry band with which we travel. It is a spectacle unlike most have ever witnessed. Creatures from the darkest Africa as yet unseen by civilized man. Acrobats from the Orient able to contort themselves in the most confounding manners.

We are on our way thither to rejoin the company having left for a short time to make a small profit from our own exhibitions.

If we could persuade you to accompany us as far as New York... We would give you one dollar for each day's service and three dollars for every night played at our performances. In addition we would provide sufficient pay for the expenses of your return from New York here to Saratoga.

Excellent! I would beg you collect yourself, then we may proceed.

And not satisfied a bit despite giving them more than what they paid for.

The opportunity is with the circus. A two man show poorly promoted, what were we to expect? But the circus bills itself.

I have told you of the circus with which we are connected. Creatures from the darkest of Africa. Acrobats from the Orient who --

Yes. We need to return immediately to Washington. Solomon... I believe us familiar enough now, but forgive me if I am bold... would you consider making the trip with us?

Said as fellow artists as well as businessmen. Well worth the effort at least.

There is a practical concern. If you are to continue on with us you should obtain your free papers.

Here in New York, no. But we will be entering slave states and as a matter of precaution... It's to all our benefit we should not have to come to account for your well being.

We'll go to the Customs House in the morning, then travel on. Good business all around.

Consider the remainder an advance from the circus. I can not tell you... I honestly wish you had seen the expression of our director when I described your abilities. He was fairly overcome with excitement.

I did. I did, but so many preparations before the company is to depart.

Tomorrow we shall prepare for our Washington debut. But tonight, our thoughts are with the great man

for whom this city prepared solemn memorial. He has passed from the praise of men to receive the plaudit of his heavenly father. A fine man has passed. Let us remember him with a drink.

Another. Our departed President deserves all the salutation we can imbibe.

That is our usual employee. The company currently in the city of Washington.

And I myself in aide of Mr. Brown ; an internationally renowned practitioner in the art of prestidigitation.

If there is any way in which you would give consideration to the offer...

We are delighted, sir. So delighted. Though we would add that our travel plans --

Not an additional tip from a one of them. They expect to be entertained for nothing.

My sincerest apologies, Solomon. You were promised opportunity, and you were given none.

Entertaining at pubs and inns has it's place, but a man of your skills deserves better.

And more importantly you would build your own name and following. The circus tends to attract those with the highest of reputations. An introduction here and there could amount to a lifetime of reward. Now would be the time. With your family away, an opportunity presents itself.

Oh, very good, sir. Very good. I can not recall being so excited.

Six shillings worth of effort could well save much trouble later.

I'm afraid that Brown and I have n't brought you much luck. But rough waters bring smooth sailing. Eventually they do.

Hmm. A good night's sleep. And tomorrow... tomorrow you will feel as well and refreshed as though the earth were new again.

We make a jump to a green space . Solomon , Brown and Hamilton are sitting at a bench .Solomon gives the whole deal one last consideration .

Back in his house , we see Solomon packing : putting some clothes in a travel case , and collecting his violin as well .

Solomon sits down to write a letter ; pen poised over paper with already a few lines written . But Solomon thinks better of it . WITH LITTLE THOUGHT HE TEARS THEPAPER AND SETS IT ASIDE . WE SHOULD GET THE SENSE THAT THE ABSOLUTE VALUE OF BEING ABLE TO COMMUNICATE BY LETTER IS LOST ON SOLOMON . THIS FACT WILL HAVE GREAT WEIGHT IN THE NEAR FUTURE .

Solomon enters the buggy , carpet bag in hand . Brown and Hamilton are waiting . They ride in a covered carriage led by a pair of `` noble '' horses .

-MID TO LATE APRIL , 1841- We find ourselves in a roadside pub . It serves the purpose of drinking and diversion , and little more . As Solomon plays his violin , Brown and Hamilton perform a decent , paired magic routine before a SPARSE AUDIENCE NOTOF `` SELECT CHARACTER . ''

After the show , the pub now fairly empty , Solomon , Hamilton and Brown sit down to eat . Hamilton and Brown drink , but again Solomon abstains . Though Solomon remains cool , Hamilton and Brown put up a great show of being disappointed as Hamilton counts out what little money was collected .Solomon gives a bit of a laugh at the idea .OMIT

The city is a swarm of people . At the moment the populace is displaying both sorrow and anticipation . Sorrow for the loss of the President . Many are dressed in black , and black crepe hangs nearly everywhere . Black armbands are frequently seen , and the occasional American Flag hung at half mast . As well , there are portraits of Harrison at varying locations . Having arrived in Washington , Solomon , Hamilton and Brown RIDE ONWARD IN THEIR CARRIAGE .

A decent though crowded , boisterous and smoke-filled joint . Very lively . Solomon , Hamilton and Brown are among several parties drinking in the hotel 's bar . As with seemingly everywhere in the city black crepes accessorize the background . Brown counts out $ 43.00 IN COIN on the tabletop . Solomon is astonished by the amount .Both Hamilton and Brown hold up their tankards to drink . Solomon , a bit reluctantly , does the same .Hamilton and Brown drink again , and Solomon does as well .OMIT

WE MAKE A HARD CUT to Solomon outside of the Pub , in an alley , with Brown and Hamilton in silhouette , back-lit by the street lights . He is violently ill , hunched over and retching horribly .INT . GADSBY HOTEL - STAIRCASEHamilton and Brown help Solomon to lumber up the spiral staircase , passing the occasional bemused guest .

Hamilton is placing a spittoon near Solomon 's bed , where a prone and reeling Solomon lays . Hamilton sits on the bed . As he strokes Solomon 's sweaty face , Hamilton speaks sweetly .Hamilton lingers a bit too long and a bit too close to Solomon for Brown 's taste . With more than a bit of SIGNIFICATION :Displaying an odd sort of disappointment , Hamilton slinks away from the bed . He crosses to , and BLOWS OUT A CANDLE . The room goes dark with a blackness more than night . Brown and Hamilton exit . Solomon lays in the dark and moans . His sounds becoming MORE AND MORE DISTRESSED .

Solomon stirs , then slowly awakes to his new circumstances . He finds himself in a nearly lightless room about twelve feet square with walls of solid masonry . There is a thick and well-locked door , a small window covered with iron bars and a shutter . The only furniture is a wood stool and an old fashioned , dirty box stove . As Solomon rises he sees that his HANDS are CUFFED - the chain running to a bolt in the ground - and his LEGS IN IRONS . At first Solomon is incredulous . But that emotion is replaced first by fury and then panic . He begins to pull on the chains , fight against them . He does so with increasing desperation . Solomon flails about , the sounds of the steel chains whipping and beating against the masonry . He grunts and screams without regard as the cuffs and irons bite into his flesh , but he can not pull himself free . After several minutes of intense effort , Solomon tires , slows , then finally he collapses . And in this collapsed state he remains .

Solomon again awakens . He hears sounds beyond the door ... footsteps . Eventually the door opens . Enter JAMES BURCH - who runs the slave pen - and EBENEZER RADBURN who works as a turnkey and overseer . As the door opens , this is the first light to seep into the otherwise near-black room . The shine is painful to Solomon 's eyes . With no salutation whatsoever , Burch ASKS :Solomon rises up as best he can . With all the resolve he can put together he states what he considers to be fact :With confidence Solomon goes to the pocket of his trousers . He searches one , then the other , but they are empty . He feels quickly about himself , but clearly his papers have been lifted . Solomon 's confidence shifts , but to resolve rather than fear . Papers or none , he will not be easily cowed . Still , Burch asserts :A moment . Not a word spoken among the trio , but Solomon and Burch do some serious eye fucking , neither man yielding . Burch says again :Burch waits for Solomon to acquiesce . Solomon does not in any way . Both men exchange a long and daring stare . The two are clearly at an intellectual stand off . Burch , leans to Radburn , SAYS SOMETHING WHICH WE CAN NOT DISTINGUISH . Radburn walks off-camera and returns with a pair of `` instruments : '' a PADDLE - the flattened portion , which is about the size in circumference of two open hands , and bored with a small auger in numerous places . He also carries a WHIP . A cat-o-nine tails ; a large rope of many strands . The strands unraveled and a knot tied at the extremity of each . Burch says again :Solomon stands with a quiet stoicism . He will say nothing of the kind . As that is the case , Solomon is seized by both men . He is pulled over the bench , face downward , shirt still on his back . Radburn then STEPS ON HIS CHAINS , holding Solomon down in a bent position . With no preamble , Burch begins to beat Solomon about the back with the paddle . Burch strikes him wordlessly - no taunting , no sneering . Solomon screaming against each blow . His back immediately SWELLING WITH WELTS AND BRUISES . This beating continues on and on and on until quite literally Burch WEARS HIMSELF OUT with the effort . Dripping in sweat and panting :Burch regrets hearing this . Not from sympathy , but rather because he 's nearly too tired to go back to beating Solomon . Yet , as if returning to work , Burch returns to pummeling Solomon . Burch punctuates the blows WITH :Burch continues to strike , and strike ... This time until the paddle SNAPS IN HALF . Burch then GRABS THE WHIP . Hardly missing a stroke , he whips Solomon relentlessly , the flails cutting into Solomon 's back . Again , Burch 's arm tires before Solomon `` breaks . ''Burch goes back to whipping and whipping , and whipping ... SOLOMON 'S BACK IS NOW TORN OPEN WITH LACERATIONS AND OOZING WITH BLOOD . Finally Burch can whip no more . He pours sweat and sucks air , leaving himself just enough energy to take up his instruments and EXIT . Radburn lingers for a moment . He takes the irons off Solomon 's legs . Opens the window some . As he makes these gestures , in a patronizing and confidential manner , one wrought with poor sincerity : :With that thought , Radburn exits . Solomon rests . But to rest seems like giving in to defeat . He begins pulling on his chains . But for all his struggling , the chain loosens none . Solomon calls out :If anyone at all hears him , they do not respond . Solomon continues his plaintive cry for assistance .

Yah no free man. And yah ai n't from Saratoga. Yah from Georgia.

I seen a good many of the black kind just where yah're. Sick. Make me sick. Often times the situation was resolved, and I think ; what was all the beatin' and abuse for? Things end as they should, and the violence was for naught. So why cause trouble when they ai n't no cause for it? Be of a cooperative nature, and things do n't need be particularly unpleasant.

Or, yah can carry on like yah been, and I fear yah wo n't live to see Sunday next.

That old thing of yours is just rags and tatters. Need something proper to wear.

Jus takin' a li' l trip, tha's all. Do n't want to frighten the chil'ren none over a li' l boat ride, do yah?

Beginning with a TIGHT SHOT on the shuttered , barred window of Burch 's dungeon - Solomon 's cries barely eking beyond the space - THE CAMERA PULLS BACK from the building , onto the city until clearly visible is the Nation 's capital . It 's icon 's of freedom - the WHITE HOUSE , the CAPITOL BUILDING - fairly mocking Solomon 's captivity . Simultaneously , barren at the early hour and cluttered with litter and the remains of previous day 's procession , the city is a bleak and forboding sight .

IT IS DAY NOW . The door to the yard is thrown open . The harsh white light floods all over Solomon .MOVED TO SC . A32

It is a yard just beyond Burch 's . The yard is hemmed in by a brick wall . In the yard are two men , and a boy . The oldest is CLEMENS RAY a man of about 25 years of age . He is well educated . JOHN WILLIAMS is about 20 years old . He is born and bred a slave , is lacking in education , and overwhelmed with fear of the situation . Finally there is a child about 10 years of age who answers to the name of Randall . Solomon , Clemens Ray , John and Randall ALL STAND NAKED . Though they try to cover their privates a bit , they are all aware of the uselessness of modesty . Radburn is present . He has before him A COUPLE OF BUCKETS OF COLD WATER . He throws water on the naked men .The men , soaking in humility as well as water , begin to scrub with A SINGLE BAR OF HARSH SOAP passed among them .Solomon takes some soap and rubs it over Randall .Solomon scrubs harder . Randall - clearly cold and uncomfortable - appeals to Solomon .Seeing Solomon has no answer for him , Randall begins to cry .Doing all he can to spare the child from a certain BEATING :Randall is becoming nearly inconsolable .Saying anything to keep the boy quiet :On the seeming strength of Solomon 's promise , Randall goes silent . Solomon looks to Radburn , who just throws water on the soapy men .OMITTEDA32 INT . BURCH 'S DUNGEON - EVENING A32Radburn brings food in to Solomon ; a shriveled piece of meat and some water . Just barely enough to sustain Solomon . Radburn also has a SHIRT .Solomon does n't move for the clothing .With slow defiance , Solomon does as instructed . He removes what remains of his old shirt - the one he was wearing when first kidnapped - and puts on the one Radburn brought him . The shirt 's ill-fitting and dirty . Despite that , Radburn says :Radburn starts to take the old shirt .Taking the shirt , the `` rags and tatters '' as he calls them , Radburn exits , locking the door behind him . Solomon sits with the plate of food before him . He pushes the plate away rather than eat .

Sitting together out in the yard are Clemens Ray , John and Solomon . Over time they have drawn trustworthy enough to speak with one another . At the moment Solomon is still trying to apply reason to the situation . Randal wanders about in the background . As usual , he calls out for his `` Mama . '' By now , however , his calls should feel like little more than background noise .Solomon waits for a response from the others . They give none .The fact is , Solomon ca n't say for certain .John is nearly beside himself with panic .All three men turn and look . At the moment Randall does n't call out emptily . At the door to the yard is Burch along with two women . One in her late twenties ; ELIZA . She is `` arrayed in silk , with rings upon her fingers , and golden ornaments suspended from her ears . '' Though a slave , Eliza was a mistress and has - to this point - lived well . This is reflected in her airs and her speech . The other is a little girl , light in skin color , of about seven or eight . This is EMILY , Randall 's half sister . As she enters the yard Eliza squeals with high delight , then breaks into tears of both sorrow and joy . Clearly this is mother and child being reunited . As Burch locks the yard door , Eliza clutches Randall . She is overcome with emotion .

I would be just as certain they are counting the money paid for delivering you to this place.

How I reckon the situation : whatever past we had... well, that's done now. The reality to come is us being transported southward. New Orleans if I were to venture. After we arrive, we'll be put to market. Beyond that... Well, once in a slave state I suppose there's only one outcome.

For y'all. For y'all they ai n't nothin' but that! But John was' n kidnapped. John bein' hold as debt, tha's all. Massa pay his debt, and John be redeemed --

Now John's... John's sorry for y'all, but tha's how it be. Where y'all goin', yah goin' witout John. Massa take care of me. Massa take care.

John's massa gunna pay his debt. John's massa gunna come for him.

When I say I had my master's favor, you understand. Above even his own wife, I had it. Do you know that he built a house for me? Built it on the sole condition that I reside there with him. The added promise in time I would be emancipated. And for nine years he blessed me with every comfort and luxury in life.

Silks and jewels and even servants to wait upon us. Such was our life, and the life of this beautiful girl I bore for him. But Master Berry's daughter... she always looked at me with an unkind nature. She hated Emily no matter she and Emily were flesh of flesh. As Master Berry's health failed, she gained power in the household. Eventually, I was brought to the city on the false pretense of our free papers being executed. If I had known what waited ; to be sent south? I swear I would not have come here alive.

Please, sir... Please do n't divide my family. Do n't take me unless you take my children as well.

You will have the most faithful slave in me, sir. The most faithful slave that has ever lived, but I beg that you do not separate us.

Have you stopped crying for your children? You make no sounds, but will you ever let them go in your heart?

Then who is distressed? Do I upset the Mistress and the Master? Do you care less for my loss than their well being?

Under the circumstances he is a slaver! Christian only in his proclamations. Separated me from my precious babies for lack of a few dollars. But you truckle at HIS BOOT --

Ford is your opportunity. Do you think he does not know that you are more than you suggest? But he does nothing for you. Nothing. You are no better than prized livestock. Call for him. Call, tell him of your previous circumstances and see what it earns you... Solomon.

I accuse you of nothing. I can not accuse. I too have done so many, many dishonorable things to survive. And for all of them I have ended up here... No better than if I had stood up for myself. Father, Lord and Savior forgive me... Forgive me. Oh, Solomon, let me weep for my children.

Later in the evening . Solomon now shares his space with Eliza and her children . As the children rest , Eliza drops into a lament as if pleading her case to Solomon who lends a sympathetic ear . Both slyly , and with a bit of aggrandizement :Displaying the finery she still wears :

It 's the deep of night , all are sleeping . A KEY TURNS IN THE LOCK AND THE DOOR OPENS . Burch enters with Radburn beside him . Both carry LANTERNS with them . Hardly giving Solomon and Eliza a moment to rouse themselves , BURCH DEMANDS :Sensing that things will not end well :Putting hand to Randall 's head .Eliza gives a shake of her head to the negative .

We now have Solomon , Clemens , John , Eliza and the children . They are being cuffed together . As John is cuffed , he pulls back . Scared . He beings in DESPERATION :Not wanting to hear any of this talk , Burch strikes John several times in the head with a sap-like instrument . Weakened , but again :Burch again strikes John until he 's quiet . Curiously , Emily and Randall do n't even flinch . Why would they ? They are quite used to seeing this kind of violence .Burch and Radburn begin driving the shackled slaves from the yard .

The slaves are lead to a flat bed of the horse and carriage . They are made to lay down side-by-side . We stay with them as some sort of cloth is flung over them , obscuring and blacking out their view . At that moment , the screen is BLACKENED and we hear the sound of the cart moving in haste .

Led by Burch , the group of slaves arrive to a dock . They are taken quickly up a gangplank and onto the steamboat ORLEANS as the CAPTAIN , CREW and a MULATTO WOMAN WATCH , but do not interfere .

The slaves are hustled down one at a time into a dark , dank hold among barrels and boxes of freight ... and RATS . Burch comes around and `` checks '' the chains ; makes sure they are all secure and locked . Satisfied , he heads up out of the hold . Radburn follows . Alone in the dark in the hold , John cries , as does Eliza . Solomon stares down Burch for as long as he can , as if wishing bad things . As if wanting to exact some measure of revenge . But the greater insult is that Burch and Radburn , engaged in conversation , take no notice of Solomon whatsoever . He is that insignificant to them . That fact , that reality , makes Solomon boil with a rage he can not express in words .OMITINT . STEAMBOAT - NIGHTWe are now in the engine room of the steamboat , pistons pumping , black oily cogs turning , the power and the rhythm are both aggressive and hypnotic . A shovel comes into view , feeding the furnace .EXT . SEA - DUSK/DAWNThe steamboat is en route between Washington and Norfolk . We tilt up from the violent water foam to the powering paddles of the boat .MOVED TO 43A OMIT OMIT OMIT

Down in the hold the slaves eat , pray . The MULATTO WOMAN moves among them , catching ELIZA 's eye .Clemens Ray and Solomon watch as the Mulatto Woman returns to top deck , the trapdoor locked firmly behind her . Clemens Ray turns to Solomon with a deadpan stern expression .Clemens Ray turns away from Solomon , eyes lost into the distance .Solomon 's face is one of a confused despair .EXT . NORFOLK/PORT - DAYWe see a flat overhead view of the port of Norfolk . Sardines are laid out to dry in rows , glittering in the day 's sun as if like silver pennies . A chain of slaves enter the frame and are led one by one on to the docked vessel . MORE SLAVES - about 15 in all , of various genders and ages - are brought on board . Chief among them is ROBERT who fights viciously with his captors . `` With all haste '' is shoved down into the hold . Having taken their cargo as far as they care or need to , Burch and Radburn depart . They do so without a word spoken to Solomon or the others . With this new and sizable batch of slaves on board , the crew again CASTS OFF , and the Orleans makes its way again .

If you want to survive, do and say as little as possible. Tell no one who you really are and tell no one that you can read and write.

Three ca n't stand against a whole crew. The rest here are niggers, born and bred slaves. Niggers ai n't got the stomach for a fight, not a damn one.

Survival is not about certain death, it is about keeping your head down.

Solomon is back cleaning in the galley . As he cleans , he again watches Robert prep food . Robert 's skill with a knife is not lost on Solomon .

The hold is packed tighter now . Muzzle covering his face , Robert is shackled with his hands tied behind his back . Solomon and Clemens Ray look on . A sailor descends the staircase and takes off Robert 's muzzle , shooting him a forbidding look . He leaves .CUT TO :Solomon , Clemens Ray and Robert , now in mid-conversation .Robert delivers this in a hushed voice .Solomon looks at Clemens Ray , agitated -- his voice now raised above the previous whispers . Grits his teeth .OMIT OMITEXT . SEA - DAYThe steamboat paddles pound the water , filling the whole frame . The vessel ploughs on south .OMITINT . HOLD - NIGHTThe slaves are asleep . A Sailor descends the ladder approaching Eliza . He bends down and attempts to wake the daughter by caressing her face . Solomon rouses , and looks across to witness the scene . From his vantage point , we see Eliza stand to interrupt the Sailor . The Sailor looks at Eliza , Eliza looks back at him . Knowingly she leads him off into a corner of the hold . As she does so , Eliza passes Robert who jumps up to stand between Eliza and the Sailor . Stretching out a firm hand to the sailor 's shoulder , Robert 's look says `` No you do n't . '' Clemens Ray is awake now , watching . There is an odd moment of stillness between the Sailor and Robert , an impasse . We focus on the Sailor 's face . Slowly , a greasy smile erupts upon it . Back now to Robert 's face , a look of incomprehension . Robert looks down . We follow his gaze to the knife that has already been jabbed unseen between Robert 's ribs . The sailor withdraws the bloody blade . A wide shot of the two men . Robert collapses to the floor like a sack of potatoes . Clemens Ray and Solomon react . Complete horror .OMIT OMIT

All I know, we get where we travelling we'll wish we'd died trying.

We are back up on the deck of the ship . SOLOMON AND CLEMENS RAY dump ROBERT 's body over the side of the ship . Solomon watches as the body churns for a moment in the wake of the vessel ... then sinks beneath the water . Clemens Ray , with no sentimentality :EXT . NEW ORLEANS HARBOUR - DAYSolomon 's POV from the back of the steamship of Robert 's corpse slipping gracefully into the water .

-MID MAY , 1841- A white male , fairly smart , with broad shoulders , stands AND BELLOWS-We are in the port of New Orleans , one of the busiest in the young nation . On the dock itself there is a bustle of activity as goods are loaded and unloaded from a various ships . It 's a bit of controlled chaos as a VARIETY OF LANGUAGES are spoken and shouted while slaves are shuttled from the Orleans to a holding pen . Solomon , and all the slaves are overwhelmed by all that is happening around them . Two men - among many - are awaiting the arrival of the Orleans . They are JONUS RAY - Clemens Ray 's master - and DAVIS who is the solicitor of Mr. Ray . They both look like they mean business . The moment the gangplank is laid , Ray yells for Clemens . Clemens , seeing his master , is nearly crazy with delight . He is , uncharacteristically beside himself . Ironically , his master now represents `` freedom . ''Clemens pulls on his chain . As he does so , Several other slaves collapse in his effort to reach his master , like dominos .As he reads PAPERS handed to him by Davis :To his mate :Biddee does as ordered . Once free , Clemens hugs and sobs over his master as would a lost and then found child .Ray , Davis and Clemens head away . Solomon seems both desperate and hopeful of some aid from Clemens and Ray . But there is none forthcoming . Ray and Clemens continue on - Clemens not so much as even looking back in Solomon 's direction . Solomon stands and watches as they fade into the environs and are gone from sight .

I am Mr. Jonus Ray. My solicitor has documentation verifying that the Negro named Clemens Ray is my property.

You are ordered by court to return that property immediately, or face charges of thievery.

My duty is to transport goods. I am not responsible for their origin.

Hours later . The slaves sit off on one side of the dock , baking in the sun , awaiting their fate . THEOPHILUS FREEMAN - a tall , thin-faced man with light complexion and a little bent - moves along the deck calling out names from a list . The slaves STAND as they are called .Solomon does not respond . Freeman looks around . He spots Solomon .Freeman steps to Solomon . He gives him a looking over .Solomon does as told .Freeman strikes Solomon hard across the face .

You fit the description given. Why did n't you answer when called?

Your name is Platt, and I will teach you your name so that you do n't forget.

Tallest to smallest, understand? Are you taller than her? Then you'd go before her. Do it. Move.

Keep your heads up. A sense of direction ; that's how you look smart. None of those saucer eyes. Rid yourself of that smile. Look like a goddamn grinnin' monkey. Put the least thought in your head. C'mon, now. Think of somethin'.

He sick of your caterwaulin'. Let him play, boy. Let's see what he can do.

A thousand for Platt ; he is a nigger of talent. Seven hundred for Eliza. My fairest price.

You see how fit the boy is. Like ripe fruit. He will grow into a fine beast.

I will not sell the girl. There's heaps' n piles of money to be made off her. She is a beauty. One of the regular bloods. None of your thick-lipped, bullet headed, cotton picking niggers.

My sentimentality stretches the length of a coin. Do you want the lot, Mr. Ford, or do you pass on them all?

Make merry, all of you! Goddamn it, Cape! Keep her quiet or it's your damned hide I will take it out of!

Solomon is carted off along with the rest of `` Burch 's stock : '' Eliza and her children , John and Solomon . As they move off from the port in a make-shift cart , it opens up to the frenzic , busy port . For the first time Solomon sees true and severe slavery . These are not visiting servants , such as Jasper was back in Saratoga . These are humans held in strict bondage - herded like cattle , chained together as if in a `` chain gang . '' Slaves are evident not merely by the color of their skin . The residue and accessories of slavery are everywhere . Blacks almost universally display scars - THICK AND HEAVY DEAD TISSUE FROM LACERATIONS LEFT UNTREATED - brands , and are often missing limbs . Blacks are held in all types of shackles , from simple chains to elaborate bindings , to neck collars that are spiked . Some are muzzled or forced to wear bits . One slave is attacked by a dog and the slave owner . The dog pulls and tears at the slave 's clothes . THESE IMAGES SHOULD BE A CONSTANT AND CONTINUAL CANVAS TO THE PIECE . EVER PRESENT , BUT NOT REALLY COMMENTED ON AS THEY ARE THE NORM . They should be a reminder that not only are people being oppressed , but that there is an entire system of oppression in place .

`` Burch 's stock : '' arrive at Freeman 's slave pen . They are led in by Freeman and his house slave CAPE - a mulatto . The yard is enclosed by plank , standing upright , with ends sharpened instead of brick walls as with Burch 's . Including Burch 's group there are about 30 SLAVES in the pen . Solomon and the others look around and see nothing but downtrodden and despondent faces . Three men sit next to each other with muzzles and quietly stare back at this new batch of arrivals . One attempts to speak , but all that comes out is a muffled , unintelligible sound .

The slaves are in various states of undress , men and women alike . They clean themselves , scrubbing with soap and water . Women wash their hair . Men shave , skin is oiled . Freeman walks among them , inspecting them as they primp themselves .

The slaves are given new clothes by Cape . The men are given hat , coat , shirt , pants and shoes . The women frocks of calico and handkerchiefs to bind about their heads .

It 's an odd , ironic scene . The slaves are in a large and fairly ornate room within Freeman 's house . CAPE PLAYS A PAINFUL TUNE ON A FIDDLE - background music - as Freeman tries to line up A SMALL GROUP OF THE SLAVES , he becomes less patient , jittery and nervous , knowing that his livelihood is at stake , he wants his slaves to make a good impression . Sometimes his patience gets the better of him , and his hands move freely in direction of the slaves . The business has the air of an etiquette class , though what Freeman is trying to do is coach the slaves into being more `` sellable . '' He works with them in groups of five or so .Weary of Cape 's playing , Solomon moves to Cape . He asks :Cape looks to Freeman :Cape reluctantly hands the fiddle over to Solomon . Solomon tunes it a bit , then begins to play . His fingers stiff at first , he takes a moment to warm up . But as he warms up he is , despite the circumstances , masterful . THE SLAVES ALL CLAP ALONG . SOME DANCE ALONG . All admire his work . Freeman chief among them .Solomon continues to play .Cape looks bitter as Solomon plays on .

We come in on an odd sort of sight ; A JUMBLE OF ACTIVITY . CUSTOMERS have come to see Freeman 's lot - the room all gussied up with flowers . Freeman moves among them , displaying them as a rancher would prize chattel . Freeman makes the slaves hold their heads up - `` look smart '' as he previously admonished them . They are made to walk briskly back and forth while customers feel their hands and arms and bodies , turn them about and ask what skills they possess . The Customers routinely make the slaves open their mouths and show their teeth . At times a MALE or FEMALE SLAVE are taken off to the side , stripped and inspected more minutely . One of them , John , is stripped and inspected . Cape , as he 's done previously , plays his fiddle . A buyer - WILLIAM FORD ; a man of middle age , and an attractive nature in his tone of voice - consults a list he 's drawn up and asks of Freeman :Eliza is beside herself as it seems she is about to be separated from her family . She begs of Ford :A BUYER interrupts the skirmish and approaches Freeman and delivers coolly , eyeing Randall-Randall is made to run , and jump by FREEMAN - exhibiting his activity and his condition .He reaches into his waistcoat and retrieves his wallet , counting out six hundred dollars , placing them into the already extended hand of Freeman . Ford sees the distress and panic in Eliza ; it visibly touches him . He now tries to buy EMILY to console her .Eliza grips her children tight .You will not take them from me . As if to prove her wrong , Freeman puts a foot to Eliza and harshly kicks her away from Emily .Freeman , to Cape :Cape DROPS HIS FIDDLE , begins to pull Eliza away toward the door of the room , but her screaming and pleading do not abate . IT IS CLEARLY UNSETTLING TO THE OTHER BUYERS .Cape tries to muzzle her with his hand , but Eliza continues to scream for her children as Emily does for her mother .As ordered , Solomon takes up Cape 's fiddle and begins to play lightly .Solomon plays harder and more loudly . Still , it is barely enough to drown out Eliza 's cries . Freeman gets the other slaves to clap along with Solomon 's playing . Emily frees herself and runs back , crying but endeavoring to be strong-Cape pulls a rag , stuffs it in Eliza 's mouth . Clamping both hands over her mouth , he hauls Eliza from the room by the head . IT IS AN UGLY , UGLY SCENE .

How much for the little girl? You have no need for her. One so young will bring you no profit.

Her child, man. For God's sake, are you not sentimental in the least?

Do n't cry, Mama. I will be a good girl. Do n't cry. I will keep my head up and I will look smart. I will always look smart.

Mr. Chapin, tomorrow you will take these two up to the mill and start them workin'. For now make them

`` But as touching the resurrection of the dead, have ye not read that which was spoken unto you by God, saying, I am the God of Abraham, and the God of Isaac, and the God of Jacob. God is not the God of the dead, but of the living. And when the multitude heard this, they were astonished at his doctrine. Then one of them, which was a lawyer, asked him a question, tempting him, and saying, Master, which is the great commandment in the law? Jesus said unto him, Thou shalt love the Lord thy God with all thy heart, and with all thy soul, and with all thy mind. This is the first and great commandment. And the second is like unto it, thou shalt love thy neighbor as thyself. On these two commandments hang all the law and the prophets.''

Pay him no mind. The word of God applies to all. In that you may take comfort.

My thanks to you, and it is the least of it. My hope is that it brings us both much joy over the years.

At the same time came the disciples unto Jesus, saying, Who is the greatest in the kingdom of heaven?

And Jesus called a little child unto him, and set him in the midst of them, And said, Verily I say unto you, Except ye be converted, and become as little children, ye shall not enter into the kingdom of heaven.

But whoso shall offend one of these little ones which believe in me, it were better for him that a millstone were hanged about his neck, and that he were drowned in the depth of the sea. Woe unto

the world because of offences! For it must needs be that offences come ; but woe to that man by whom the offence cometh!

Not your concern, Platt. I say with much... shame I have compiled debts. I have long preached austerity, but find myself hypocritical in that regard. You'll be in the ownership of Mr. Tibeats. You are his now. Serve him as you'd serve me.

Pride and want have been my sin. Loss of you is but one of my punishments.

I believe Tibeats is skulkin' about the premises somewhere. He wants you dead, and he will attempt to have you so. It's no longer safe for you here. And I do n't believe you will remain passive if Tibeats attacks. I have transferred my debt to Edwin Epps. He will take charge of you.

I am trying to save your life! And... I have a debt to be mindful of. That, now, is to Edwin Epps. He is a hard man. Prides himself on being a `` nigger breaker.'' But truthfully I could find no others who would have you. You've made a reputation of yourself. Whatever your circumstances, you are an exceptional nigger, Platt. I fear no good will come of it.

Driven in a horse drawn wagon by Ford are Solomon and Eliza . Eliza is sullen to say the least . With the loss of her two children she has dropped into a depression she will not be able to pull out of . They arrive to the FORD PLANTATION . The main house of the plantation - the GREAT HOUSE as they are commonly called - is sizable . Two stories high with a piazza in front . In the rear are also a log kitchen , poultry house , corncribs and several slave cabins . The plantation is described as `` a green spot in the wilderness . '' With the arrival of Master Ford there is a flurry of activity - the `` excitement '' of a new delivery . MR. CHAPIN , a white overseer , instructs a slave named SAM .MISTRESS FORD EXITS the house - along with her attending slave , RACHEL , who is a cook AS WELL AS SAM 'S WIFE - and travels to her husband , kisses him , then laughingly INQUIRES :

Something to eat and some rest ; your children will soon enough be forgotten.

If Tibeats prefers a different size, I will endeavor to furnish them, but you may use those until further directed.

I shall furnish such nails as I please. Do you understand that, Mr. Tibeats?

Do not stir. Do not attempt to leave the plantation on any account whatever. But if you run there is no protecting you.

Gentlemen... Whoever moves that nigger another foot from where he stands is a dead man. I am overseer of this plantation seven years, and in the absence of William Ford, my duty is to protect his interests. Ford holds a mortgage on Platt of four hundred dollars. If you hang him, he loses his debt. Until that is canceled you have no claim to his life.

As for you two, if you have any regard for your own safety... I say, begone!

Sam! Get the mule. You must ride to Master Ford. Tell him to come here at once without a single moment's delay. Tell him they are trying to murder Platt. Hurry, boy. Bring him back if you must kill the mule to do so!

John Tibeats , stands before the slaves . Chapin hovers to one side .Tibeats nods in Chapin 's direction :Tibeats begins to sing the song `` Run Nigger , Run '' mockingly . We cut to Solomon chopping logs and into the montage of the slaves doing manual labor and arriving back to the sawmill . Lyrics for `` Run Nigger , Run '' Oh run nigger run well the pattyroller will get you Run nigger run well you better get away Run nigger run well the pattyroller will get you Run nigger run well you better get away Nigger run nigger flew Nigger tore his shirt in two Run run the pattyroller will get you Run nigger run well you better get away Nigger run , run so fast Stoved his head in a hornets nest Run nigger run well the pattyroller will get you Run nigger run well you better get away Nigger run through the field Black slick coal and barley heel Run nigger run the pattyroller will get you Run nigger run well you better get away Some folks say a nigger wo n't steal I caught three in my corn field One has a bushel ? And one has a peck One had a rope and it was hung around his neck Run nigger run well the pattyroller will get you Run nigger run well you better get away Run nigger run well the pattyroller will get you Run nigger run well you better get away Oh nigger run and nigger flew Why in the devil ca n't a white man chew Run nigger run well the pattyroller will get you Run nigger run well you better get away Hey Mr. Pattyroller do n't catch me Catch that nigger behind that tree Run nigger run well the pattyroller will get you ? Run nigger run well you better get away Nigger run , run so fast Stoved his head in a hornets nest Run nigger run well the pattyroller will get you Run nigger run well you better get away

My name is John Tibeats, William Ford's chief carpenter. You will refer to me as Master.

Mister Chapin is the overseer on this plantation. He is responsible for all of Ford's property. You too will refer to him as Master. This plantation covers many hundreds of acres, and you will traverse the Texas road between the forest site and the sawmill in double time. Any clever nigger on that path that gets a little lightfooted, I will remind him that on one side men and bloodhounds patrol the border and on the other the bayou provides a hard living, with alligators and little to eat or drink that wo n't kill you. No slave has escaped here with his life. You're here to work niggers, so let's commence.

It's a scheme. Plenty of engineers have schemed similarly. The passes are too tight.

You are a brute. You are a dog, and no better for followin' instruction.

Then you'll be up at daybreak. You will procure a keg of nails from Chapin and commence puttin' on clapboards.

I thought I told yah ta commence ta puttin' on clapboards this morn'.

Yew will not live ta see another day, nigger! This is yer last, I swear it!

This ai n't done by half. I will have flesh, and I will have all of it.

Yah got no cause. Platt is mine, and mine ta do with as I please. Yah touch my property, I will'ave yah strung up as well.

-END OF MAY THROUGH EARLY JUNE , 1841- We are in a wooded area . There is A GANG OF SLAVES chopping trees into timber . It is hard , laborious work made no more easy by the sweltering heat . Solomon is among them as well as Sam .

The slaves now load the timber onto a horse drawn wagon . Again , hard work done under the ever present sun .

As Sam drives the wagon , the other slaves trudge along side by foot . We should get the sense the travel is long and tedious .

It is a sizable work area on the edge of Indian Creek . There is much work being done , the slaves primarily employed in piling the timber and chopping it into lumber . As before , there is little doubt about the rigors of the job at hand . Working as a carpenter at the work area is JOHN TIBEATS . There are also various CUSTOMERS who move about placing orders .

-EARLY TO MID JUNE , 1841- It 's Sunday morning . All of Ford 's slaves are dressed with their `` finest '' clothes - brightly colored and as free as possible of defect . The slaves are gathered on the lawn just beyond the piazza . Mistress Ford is present as well . As the slaves listen , Ford reads to them Scripture . His tone is of a man trying to preach by way of compassion .Despite the lightness with which Ford speaks and the hope in his words , ELIZA SITS OFF TO THE SIDE - SELF-SECLUDED A BIT - WEEPING GENTLY . We should be able to see in Mistress Ford 's eyes that Eliza 's constant crying is unsettling .OMITTED OMIT OMITTE D OMIT

-MID JUNE , 1841- The slaves have broken for lunch . They snack on smoked meat and drink water from gourds . As they lunch Solomon reads from Sam 's Bible to the other slaves .A white customer - WINSLOW - irate at the sight and sound of slaves reading Scripture , crosses over . He grabs the Bible .The White Customer has no interest in Sam 's answer . With flailing hands he STARTS BEATING ON SAM . Solomon tries to stop him . That only makes the situation worse , Solomon now the target of the man 's ire .Ford comes running over .Winslow moves off . He yells back at Ford :Handing the Bible back to Sam , very matter of factly :OMITTED

Your niggers are either brazen or rebellious. This one was readin' Scripture, and this one claims it to be his.

And the man who would allow a slave to read is unfit to own niggers!

Sam is at the reigns of the wagon carrying the timber to Ford 's WORK AREA . Slaves trudge alongside , same as it ever was . Only ... it 's not quite the same . Sam brings the wagon to a halt . He , and the slaves look up the road ahead of them . Standing in the middle of the road is a group of CHICKASAWS INDIANS . They are in their `` usual '' dress of buckskin breeches and calico hunting shirts of fantastic colors , buttoned from belt to chin . They have with them DOGS and HORSES . They carry with them the carcass of a deer . The two groups stare at each other for a long moment .

The groups of slaves and Chickasaws are now intermingled . They `` break bread '' - actually they work on the carcass of the deer which is now roasting over a large fire . As well the group share a smoke on a pipe . One of the Chickasaws is playing a tune on an `` INDIAN FIDDLE . '' The Chickasaws perform a customary dance ; trotting after each other , and giving utterance to a guttural , sing-song noise . The slaves enjoy the respite from work , Solomon particularly taken by the music ... if not entirely enthralled by it . After a bit , Solomon rights himself and heads from the group .

Solomon arrives to some tall grass at the edge of the river . Lowering his trousers , SOLOMON SQUATS TO DEFECATE . As he does , he stares out toward the flowing waters of Indian Creek . After a few moments , as though a thought far greater than relieving himself has come to him , Solomon stands and replaces his pants . Oddly , Solomon stares out at the water as though he were a man possessed .

Just beyond the WORK AREA Solomon speaks with Ford as Tibeats listens . Solomon is drawing in the dirt , making rough diagrams for Ford as he explains himself .

-END OF JUNE , 1841- WE HAVE A SERIES OF SCENES in which we see Solomon and a TEAM OF BLACKS working on the creek : CHOPPING TREES ALONG THE BANKS , widening out the shore ... It 's all just a trial for now . The work is diligent , but it is basic to this point . Still , under Solomon 's direction , the slaves go at it like they 've got something to prove . And rightly they do . Solomon also works on a narrow raft of twelve cribs with which he will transport the timber . Once this is constructed , HE PERSONALLY `` SAILS '' THEM UP THE CREEK WITH A TEST LOAD .

Ford and a group of slaves wait along the river banks just beyond the WORK AREA . All are expectant in their manner . A long moment passes with no sign of Solomon . Then , from up river , we see Solomon 's raft of lumber winding its way . SLAVES CHEER , and Ford literally applauds the effort . Tibeats looks pissed . He has just been shown up after all .

As we come into the scene , Ford is presenting Solomon with a fiddle . Not as grand as the one he previously owned in New York , but a fine instrument none the less . It is a gift of thanks for his hard work . Solomon 's gratitude is easily expressed .Following the statement , Solomon 's not sure how to react . He remains grateful , but the thought of `` over the years '' is just a reminder of the altered state in which he now finds himself .

-END OF JULY , 1841- The slaves eat . All tired from a days work they conduct themselves in silence . All except for Eliza who , SLIPPING INTO PERMANENT DEPRESSION , as always weeps . The sound of her sobbing edging him up - particularly after Master Ford 's `` over the years '' observation . Solomon FINALLY SNAPS :Solomon goes to her , grabs Eliza . She does not stop . As if to force the misery from her , Solomon SHAKES ELIZA VIOLENTLY .Eliza uses Solomon 's name quite pointedly as if to underscore his true self . Solomon get her meaning . Yet he says nothing . Again , pointedly :

-AUGUST , 1841- It 's Sunday . The slaves are again gathered in the rose garden near the front of the house to hear the word of the Lord as read by Master Ford .The phrase seems to trigger Eliza 's tears . She begins to sob uncontrollably . Mrs. Ford turns to Rachel in a hushed whisper-Solomon , pretending not to have heard , slowly turns to Eliza with worry . Ford continues to preach over Eliza 's keening .BLACK

-JANUARY , 1842- Seasons have passed . It is winter now , and very grey out along the bayou . Ford and Tibeats - who we have seen working around the WORK AREA - stand with Solomon , Tibeats giving Solomon an inspection . Ford carries much lament .Solomon does as instructed . Tibeats looks at Solomon 's back , at the scars from lashings he bears .Tibeats heads off . Solomon , highly curious over the preceding .

-END OF JANUARY , 1842- [ OVER ONE DAY ] We see Solomon working as a carpenter , helping to erect a Weaving House that stands off to the side of the plantation 's Great House . At the moment Solomon is nailing on siding . Tibeats arrives and is immediately dissatisfied with the work .Solomon runs his hands over the boards .Tibeats wheels away . Solomon goes back to his work . After a few moments Solomon notices a bit of commotion in the drive of the great house . It involves an inconsolable Eliza who is being herded by Sam onto a cart DRIVEN BY A WHITE MAN . Mistress Ford and Rachel watch . Solomon can only watch as the last connection to his days as a free man is driven away to a location unknown .

It is day break . As ordered , Solomon is up and working . Chapin is rolling a keg of nails off a handcart for Solomon .

As the day gets on to mid-morning , the sun already baking in the sky , Tibeats makes his way over to Solomon . Even before arriving to Solomon his mien is one of belligerence ; out of sorts and something less than sober .Tibeats walks around to look over Solomon 's work . He is picayune , as if purposefully looking for fault .Tibeats walks to the keg and kicks it . Moving toward Solomon `` with a great passion : ''Solomon , perhaps inspired by his moment with Eliza , is in no mood for Tibeats .In an inconsolable rage , Tibeats runs off to the piazza to fetch a whip . Solomon looks around . He is alone other than Rachel and Mistress Ford who , shocked by that which she witnesses , runs out to the field to fetch Chapin . Solomon 's instinct is to run , but he stands his ground as Tibeats marches back whip in hand .Solomon does no such thing .With `` concentrated vengeance , '' Tibeats springs for Solomon , seizing him by the throat with one hand and raising the whip with the other . Before he can strike the blow , however , Solomon catches Tibeats by the collar of his coat and pulls him in close . Reaching down , Solomon grabs Tibeats by the ankle and pushes him back with the other hand . Tibeats tumbles to the ground . A violent struggle takes place as Solomon puts a foot to Tibeats throat , and then in a frenzy of madness snatches the whip from Tibeats and begins to strike him with the handle again and again and again .Solomon ignores the threats , continues to beat Tibeats . Blow after blow falling fast and heavy on Tibeats 's wriggling form . The stiff stock of the whip wraps around Tibeats 's cringing body until Solomon 's arm aches . Tibeats 's cries of vengeance turn to yelps for help and then pleas for mercy :And then suddenly , Tibeats shrieks-Chapin comes RIDING IN FROM THE FIELD fast and hard . Solomon strikes Tibeats a blow or two more , then delivers a well-directed kick that sends Tibeats rolling over the ground .Tibeats struggles up and tries to present an air of dignity and control while he keeps a demonic eye on SOLOMON :With a mix of shame , anger and embarrassment , Tibeats says , as if being exposed-Tibeats answer is in the grinding of his teeth and the shaking of his fist .Tibeats moves off toward , and then INTO THE HOUSE . Chapin follows . A long moment , Solomon stands alone . He looks around , not sure what to do ; to stay or to flee . Anxiety mounts on his features . A moment more , and Tibeats EXITS the house . He saddles his horse and rides off to beat the devil . Or , worse , to fetch him . Chapin comes running back out of the house . He is visibly excited , and when he speaks he is quite earnest . Though he tries to project reasoned emotions he gives off an air of impending trouble .Chapin runs off to join Rachel . The two converse at a distance from Solomon , then they head off for the log kitchen . Solomon is now very much alone , and he waits for what is to come . AND WE WAIT WITH HIM . And we wait , and we continue to wait ... Moment by moment , the dread of the unexpected mounts . Solomon 's eyes begin to well . He has beaten a white man , and he knows that death awaits him . A SLIGHT PRAYER TO THE HEAVENS BEGINS TO FORM IN HIS THROAT , but he is too choked up to fully speak it . Chapin has now returned to the piazza . He stands and watches , but does not move to Solomon . Solomon waits , and waits ... WE HEAR THE SOUND OF DISTANT HOOFS which grow louder and louder in the manner of rolling thunder . It 's Tibeats . He returns with two accomplices ; RAMSAY and COOK . They carry with them large whips and a coil of rope .Dismounting , they move with menace that is tinged with perverse pleasure and wordless malevolence . Solomon tries to fight back , but he is strong armed and tied by TIBEATS - his wrists , and then ankles bound in the same manner . In the meantime the other two have slipped a cord within Solomon 's elbows , running it across his back and tying it firmly . Solomon is then dragged toward a peach tree . A lynching is in store . The naked horror of it intensely palpable . Solomon looks toward the piazza , but Chapin is now gone . Tears of fear flow down Solomon 's cheeks . He is on the verge of panic ; a man heading toward his own execution , he begins to struggle and fight . A rope goes around Solomon 's neck , then is tossed over the branch of the tree . The trio begin to hoist Solomon . He gasps and gags as spittle flies from his mouth and the life is choked from him . With suddenness , Chapin comes from the house brandishing a pistol in each hand - Colt Paterson .36 caliber `` Holster '' pistols with 9 '' barrels . Chapin moves with determination toward the lynch mob . He is sharp and matter of fact . With the guns in hand , he really does n't need to be much more demonstrative .Directing his attention to Ramsay and Cook :Ramsay and Cook do n't need to be told twice . The pistols Chapin 's gripping make the situation real clear . Without further word , they mount their horses and ride away . Tibeats remains , and his anger with him .Tibeats mounts up and departs . There is a surreal moment as Chapin 's not sure what to do about Solomon . He chooses to do nothing . Solomon is left dangling by the neck from the tree as Chapin calls to Sam in the DISTANCE :Sam mounts up and rides off , the mule demonstrating much speed .

HOURS HAVE PASSED . The sun is now at its apex . The sight and smell of the red rose bush is more than vivid as Solomon remains tied and dangling exactly where he was left . The scene is both tranquil and horrific . Life on the plantation continues . The OTHER SLAVES work in the field . CHILDREN make their way playfully in the yard . It should all underscore the fact that a black , hanging even partially from a tree , is nothing unusual in this time and space . Chapin walks back and forth with the pistols in his hands . Clearly he fears Tibeats returning with more and better assistance . And yet , he does nothing to alleviate Solomon 's suffering . He heeds Tibeats words , and as though caught up in the middle of nothing more than a property dispute , he offers no further aid . Solomon 's head lolls to one side . He looks toward the sun . The bright light flares off the leaves and branches of the tree from which Solomon hangs . The glare in Solomon 's eyes offering him more pain than solace , but he can not help but look upward . As he does , his eyes flutter between life and lifelessness ...OMIT

Solomon continues to hang . By now he is drenched in sweat , and nearly delirious with dehydration . His lips dry and parched . He may not die from hanging , but he may very well expire before the day is over . Eventually Rachel comes over - timidly , and as though she were acting contrary to orders - and offers a drink of water from a tin cup , pouring it in Solomon 's mouth for him . She then takes a small hand towel and dabs at the water which clings to his lips . Rachel then retreats , and leaves Solomon to hang .

The sun is just now arching for the horizon . Solomon remains , as though his torture will not end . Ford , trailed by Sam , finally comes riding up . He dismounts , and moves swiftly over to Solomon . With great heartache :Ford produces a blade and cuts Solomon loose . Solomon attempts to carry himself , but he can not . He falls to the ground and passes out .

As we come into the scene , Solomon lays on a blanket on the floor . Eventually , his eyes flutter , then open . He is in the foyer of the Ford house . As he gets his bearings , he looks around the interior . THE SPACE IS HANDSOME , AND WELL DECORATED . It is sharp contrast to the bleak surroundings , shacks and dungeons Solomon has largely been accustom to during his time of slavery . It will be the `` first and last time such a sumptuous resting place was granted '' during his twelve years of bondage . Solomon does n't have much chance to luxuriate in his surroundings . He hears a DOG BARKING just outside , and is unnerved . Has Tibeats returned to finish what he started ? From a study , Master Ford appears with a gun in hand . He goes to the door , opens it and looks outside . He can see nothing . Satisfied , Ford crosses back over to Solomon . He is frank with Solomon regarding the situation .

-END OF JANUARY , 1842- From the back porch , we come into the scene on EDWIN EPPS ; a repulsive and coarse man . His language gives speedy and unequivocal evidence that he has never enjoyed the advantages of an education . Epps reads the Bible to his slaves , eight of them altogether . ABRAM ; a tall , older slave of about sixty years . WILEY , who is forty eight . PHEBE , who is married to Wiley . BOB and HENRY who are Phebe 's children , EDWARD and PATSEY . Patsey is young , just 23 years old ... though in the era , 23 not as young as in the present day . She is the offspring of a `` Guinea nigger , '' brought over to Cuba in a slave ship . She nearly brims with unconversant sexuality . MISTRESS EPPS , Epps 's wife , is also present . She sits with , holds quite lovingly , some SLAVE CHILDREN . WITH THEM SHE IS VERY `` MOTHERLY . '' We also see Epps 's overseer TREACH . Treach constantly sports a LOADED PISTOL . Though Epps reads the word of the Lord , he lacks the tone of compassion with which Ford read .

`` And that servant which knew his Lord's will... WHICH KNEW HIS LORD'S WILL and prepared not himself... PREPARED NOT HIMSELF, neither did according to his will, shall be beaten with many stripes...'' D'ye hear that? `` Stripes.'' That nigger that do n't take care, that do n't obey his lord - that's his master - d'ye see? - that'ere nigger shall be beaten with many stripes. Now, `` many'' signifies a great many. Forty, a hundred, a hundred and fifty lashes... That's Scripter!

Five hundred twelve. Yah men folk got no shame lettin' Patsey out pick yah? The day ai n't yet come she swung lower than five hundred pounds. Queen of the fields, she is.

I ai n't done, Treach. Ai n't I owed a minute to luxuriate on the work Patsey done?

Damned Queen. Born and bred to the field. A nigger among niggers, and God give'er to me. A lesson in the rewards of righteous livin'. All be observant ta that. All!

Get up! Get up, we dance tonight! We will not waste the evenin' with yer laziness. Get up.

You're talkin' foolish. Sell little Pats? She pick with more vigor than any other nigger! Choose another ta go.

Back to that hog's trough where I found you? Oh, the idleness of that yarn washes over me. Do not set yourself up against Patsey, my dear. That's a wager on which you will not profit. Calm yerself. And settle for my affection,'cause my affection you got. Or, go.'Cause I will rid myself of yah well before I do away with her!

That damned woman! I wo n't have my mood spoiled. I will not. Dance!

Platt... Platt, liquor filled me. I admit that it did, and I done over reacted. It's the Lord's day. Ai n't nothin' Christian in us carryin' on like this. Help me ta my feet, and let us both pray to the Lord for forgiveness.

I'm all done in, Platt. I have met my limitations, and I ai n't equal to'em. I concede to yah, but in the name of valor, help yer master to his feet.

And he would know what of anythin'? I ai n't even spoken with him today. Platt, yah lyin' nigger, have I? Have I?

A plague! It's damn Biblical. Two season God done sent a plague to smite me. I am near ruination. Why, Treach? What I done that God hate me so? Do I not preach His word?

Yer Judge Turner's for the season. More if need be, until my crop return. Yah'll bring no disrespect to me, and yah'll bring no biblical plagues to him. Be decent, ere mark my words, I will deliver an ungodly whippin'.

A joyous day. A joyous day. Dark times is behind us. Clean livin'' n prayer done lifted the plague. Indicating to the cotton :

As thick' n white as New England snow.' N now my niggers is returned to me.

Heard Judge Turner gave you favor. Oh, did you beguile him, Platt, with your slick nigger ways? Well, yah wo n't stand idle, boy. Not on my land. Much work to do. Days of old long since, eh? Joyous! Joyous indeed!

I'm sure in time y'll develope as a picker, but it takes effort, boy. Put some damn effort into it.

Well, Armsby tol' me today the devil was among my niggers. That I had one that needed close watchin' or he would run away. When I axed him why, he said you come over to him and waked him up in the middle of the night and wanted him to carry a letter to Marksville. What have yah got to say to that?

I'm damned. I'll be god... Were he not free and white, Platt. Were he not free and white.

No shame in taking respite from the heat ; drink, shade. It's ungodly for travelers. Hearty, or otherwise.

Something rubs you wrongly. Before I take further offense, I offer you the opportunity to speak on it.

Whoa, whoa, whoa. Yah compare me to a nigger, Bass? Yah might as well ask what the difference is between a white man and a baboon. Now, I seen one of them critters in Orleans that knowed just as much as any nigger I got. Yah'd call them fellers citizens, I s'pose?

You like to hear yourself talk, Bass, better than any man I know of. Yah'd argue that black was white, or white black if anybody would contradict you. A fine supposition if yah lived among Yankees in New England. But yah do n't.

The hell you do n't! You know where she is! She run off, ai n't she? She's escaped, and you miserable black dogs stand like

Bring the Lord into yer deceptions? Yah Godless... Shaw's. Comin' from Shaw's plantation were n't yah?

Yah took yerself ta pleasure Shaw. Yah gave baser passion to that unblushin' libertine!

Now yah speak? Now that yah want to add to'er lies yah find yer tongue.

Yah will strike her. Yah will strike her until her flesh is rent and meat and blood flow equal, or I will kill every nigger in my sight!

No sin! There is no sin! A man does how he pleases with his property. At the moment, Platt, I am of great pleasure. You be goddamn careful I do n't come to wantin' to lightenin' my mood no further.

Whatever paper you hold about his freedom, it do n't mean naught. He is my nigger - and I will have my day in court, sir. As God as my witness, I will have my day in court. Take'em!

-AUGUST , 1842- WE START THE SCENE WITH A PAIR OF BLACK HANDS picking cotton ferociously . As we move out , we identify PATSEY , a 23 year old striking black woman . The camera moves out again to a wider shot . This reveals several lines of slaves picking cotton , with Patsey way out in the lead . We cut to another pair of black hands . This time , revealing SOLOMON , clumsy and unskilled hands , picking cotton . A lash bears down on him . It is August , `` cotton picking '' season . We are looking out over a cotton field in full bloom . It presents a visual purity , like an immaculate expanse of light , new-fallen snow . The cotton grows from five to seven feet high , each stalk having a great many branches shooting out in all directions and lapping each other above the water furrow . There is a slave to each side of the row . They have a sack around their necks that hangs to the ground , the mouth of the sack about breast high . Baskets are placed at the end of the furrows . Slaves dump their sacks of cotton in the baskets , then pick until their sacks are again filled .THE SOUNDTRACK TO THE SCENE IS NOTHING MORE THAN THE RUSTLE OF LABOR , THE MALE CICADAS BUGS `` TYMBALS '' IN THE HEAT and a SPIRITUAL SUNG BY THE SLAVES . Despite the heat , there is no stopping for water . The slaves are `` driven '' by Edward , who is himself `` driven '' by Treach .Edward moves among the slaves , applying the whip to them without regard .

The day 's work is done . The slaves are now assembled in the gin house with their baskets of cotton which are being weighed by Treach . There is anxiety among the slave , the reason for which soon becomes apparent .Epps does not look happy . Treach says again :Epps pulls Solomon aside .Wiley is pulled from the line , huddled with Solomon .

In the distance , a flogging is going on . Solomon , Phebe , and Wiley are stripped , placed in a stockade and now being given a perfunctory whipping delivered by ANOTHER IDENTIFIED SLAVE .

Evening , but the day is not yet done . Slaves attend their various evening chores ; feeding livestock , doing laundry , cooking food . There is no respite from a slave 's charge .

A fire is kindled in the cabin . The slaves finally fix their own dinner of corn meal . Corn is ground in a small hand mill . The corn meal is mixed with a little water , placed in the fire and baked . When it is `` done brown '' the ashes are scraped off . Bacon is fried . As the slaves eat , Abram goes on in great length and with much emotion about General Jackson .

Hold my words : General Jackson will forever be immortalized. His bravery will be handed down to the last posterity. If ever there be a stain upon `` raw militia,'' he done wiped away on the eight of January. I say da result a that day's battle is of'mo importance to our grand nation than any occurrence'fo or since. Great man. Great man in deed. We all need pray to Heavenly Father da General reign over us always.

Runaways I would expect. The Bayou full with'em. They nothin''mo dangerous than a nigger in flight.

Act outta lunacy. Heads fulla stories'bout life up north. Yah ever been north, Platt?

And never should yah be. I hope that yah never bear witness the sorry condition of the northern black. Got neither no purpose, nor direction. They jus... they jus fall about the streets in search of sustenance of both body and spirit.

The slaves are sleeping . There is a loud commotion . Epps enters , drunkenly , forcing the slaves awake .

Despite the lateness of the hour , the slaves are up and now fully dressed . They take up position in the middle of the floor . They wait , poised like actors . Solomon strikes up a tune ; Henry joins in with a pan flute and the slaves dance . They do so very wearily . The whole of it certainly more torture than pleasure . Epps , whip in hand :As the slaves twirl about Epps keeps an attentive eye on Patsey . It should be quite clear that his primary motivation for holding dances is so that he may view Patsey twirl about the floor . This fact is not lost on Mistress Epps . A few moments of Epps 's lust on display is all that the Mistress can bear . Jealousy mounting , she snatches up a CARAFE . With all her might she throws it at Patsey . It hits Patsey square in the face . TOO THICK TO SHATTER , IT LEAVES HER BLOODY AND WRITHING ON THE FLOOR . The dancing , the music stop . The slaves , however , react as though it is not the first time they 've seen as much from the Mistress . Mistress Epps , screaming like a hellion :Mistress Epps stands irate , lost in fury and unable to even think of what to do . Eventually , optionless , she storms away . For a few beats there is only the sound of Patsey sobbing .Epps sends the whip in Solomon 's direction . Solomon responds by playing . Treach literally drags the prone Patsey from the floor , blood still spilling from her face . The slaves , as ordered , return to dancing .

You will remove that black bitch from this property,'er I'll take myself back to Cheneyville.

This is a list of goods and sundries. You will take it to be Tell Bartholomew to add it to our debt.

Do n't trouble yer self with it. Same as the rest, Master bought yah to work. Tha's all. And any more'll earn yah a hun'red lashes.

What is it? Ya cai n't remain the Sabbath without her under your eye? Ya are a no-account bastard.

Are you blind or ignorant? It was hot, hateful scorn. It filled that black face. Yah tell me yah did' n see it, then yah choose not to look, or yah sayin' I lie.

Is that how yah are with the niggers? Let every ill thought fester inside'em. Look at'em.

They foul with it ; foul with their hate. You let it be, it'll come back to us in the dark a night. Yah want that? Yah want them black animals to leave us gut like pigs in our own sleep?

You are manless. A damned eunuch if ever there was. And if yah wo n't stand for me, I'd pray you'd at least be a credit to yer own kind and beat every foul thought from'em.

He pantomimes. There ai n't barely a welt on her. That's what your niggers make of yah ; a fool fer the takin'.

-AUGUST , 1843- The sun has only just risen above the horizon . FROM THE GREAT HOUSE THE HORN IS BLOWN signaling the start of another day .

Slaves are in the field picking cotton . They accompany their work with a SPIRITUAL .

As the slaves make their way in from the field , the Mistress calls to Solomon . SHE HAS A PIECE OF PAPER IN HAND .Handing Solomon a sheet of paper .filled and return immediately .Solomon looks at the list . In a careless moment , Solomon reads quietly from it . He catches himself , but not before the Mistress notes his action . With high INQUISITIVENESS :Having delivered her cool advice , Mistress heads back into the house .

Solomon walks along a well-worn path , shopping bag draped over one shoulder . We see his feet . As the walk slowly gathers pace , Solomon suddenly turns left into dense foliage . His tread is now a full blown sprint , trees flash past as Solomon attacks his way through the woods . The sound of branches cracking underneath . His feet , heartbeat and breath almost deafening . He is desperate . The violence of his advance abruptly stops , there is silence . We see in a clearance a posse of patrollers , preparing for a lynching of two young men . Solomon 's eyes meet theirs . The two men look back at Solomon with a look of fear as one of the patrollers checks the noose around their neck . Suddenly the bloodhounds start barking and the patrollers turn in the direction of Solomon . Solomon 's whole body shakes with anticipation .The patroller reaches out for Solomon 's free pass around his neck , yanking him forward . He looks at it .The patroller kicks Solomon hard , sending him on his way . Solomon walks on , looking one more time at the two young men ; again there is a moment of connection . Solomon turns . The two men are hoisted up , kicking and spitting , behind his shoulder . Solomon finds himself back on the trail walking towards Bartholomew 's , his face now full of shock and trepidation . He walks , fighting to calm himself down . We move behind him as he continues his journey , a lonely figure .

A general store in the township of Holmesville . Solomon stands at the counter as BARTHOLOMEW fills Mistress Epps 's order . Among the items set before Solomon is a QUANTITY OF FOOLSCAP . The items are collected for Solomon and placed in a sack . Solomon giving little thought to them other than getting them back to the mistress . As he turns , he glimpses the regalia of slave restraints , of all different guises ; chains , muzzles for sale .

Solomon returns and delivers the items to the Mistress .OMIT - MOVED TO A105

-JULY , 1844- Sitting on the Grand house 's Piazza , Patsey is having tea with MISTRESS HARRIET SHAW , WHO IS A BLACK WOMAN . Though once a slave , she is now comparatively refined though not wholly so . The table where they sit is adorned with white linens , and they are attended by a HOUSE NIGGER . It makes for a tranquil surreal scene . MASTER SHAW , A WHITE MAN , IS ON THE LAWN GROOMING A HORSE .EXT . ROAD - DAYSolomon is running flat out along the road . Running as though his life depended on getting to his destination in beyond a timely manner .EXT . SHAW 'S HOUSE - DAYStill running , slick with sweat , Solomon comes upon theSolomon makes his way over to the piazza .Solomon knows better , but he sits and the Mistress has tea poured for him .Solomon is not sure what to say . He struggles to be as diplomatic as possible .The Mistress waves to Shaw . Shaw , unsuspecting of the conversation , waves back .Looking toward Patsey , speaking with great empathy :Mistress Shaw turns her head to the side , catching a slave 's attention . As she does so , the slave , a YOUNG WOMAN , commences to pour tea . As if to punctuate her thought , the Mistress takes a sip of her tea .

Would you knowed Massa Epps's consternation ta be any lessened wit your timely return? Sit. Sit and drink the tea that offered.

Ha! You worry for me? Got no cause to worry for my sensibilities. I ai n't felt the end of a lash in'mo years than I cain recall. Ai n't worked a field, neither. Where one time I served, now I got others servin' me. The cost to my current existence be Massa Shaw broadcasting his affections,' n me enjoyin' his pantomime of fidelity. If that what keep me from the cotton pickin' niggers, that what it be. A small and reasonable price to be paid'fo sure.

I knowed what it like to be the object of Massa's predilections and peculiarities. And I knowed they can get expressed with kindness or wit violence. A lusty visit in the night, or a visitation from the whip. And wit my experience, if' n I can give comfort, then comfort I give. And you take comfort, Patsey ; the Good Lord will manage Epps. In His own time the Good Lord will manage dem all. Yes, Lordy, there's a day comin' that will burn as an oven. It comin' as sure as the Lord is just. When His will be done... the curse on the Pharos is a poor example of all that wait'fo the plantation class.

All I ask : end my life. Take my body to the margin of the swamp --

Take me by the throat. Hold me low in the water until I's still' n without life. Bury me in a lonely place of dyin'.

How can you not know? I got no comfort in this life. If I cai n't buy mercy from yah, I'll beg it.

There is God here! God is merciful, and He forgive merciful acts. Wo n't be no hell for you. Do it. Do what I ai n't got the strength ta do myself.

The Sabbath day, Massa. I took me a walk to commune wit da Lord.

I got this from Mistress Shaw. Mistress Epps wo n't even grant me no soap ta clean with. Stink so much I make myself gag. Five hundred pounds' a cotton day in, day out. More than any man here. And'fo that I will be clean ; that all I ax. Dis here what I went to Shaw's'fo.

And you blind wit yer own covetousness. I do n't lie, Massa. If you kill me, I'll stick ta that.

Solomon and Patsey are returning from Shaw 's . Waiting on the porch of the Great House , a drunk Epps beckons for Patsey , his lewd intentions obvious .Epps does not care to be ignored . He lifts himself and moves toward the pair in a rage .Solomon moves between Epps and Patsey , cutting Epps off as Patsey continues on . Playing up his `` ignorance '' of THE SITUATION :Epps grabs Solomon .Solomon pulls away from Epps , RIPPING HIS SHIRT IN THE PROCESS . Epps gives chase . Solomon begins to run around the large pig sty , easily keeping his distance . Epps , however is undeterred . He moves after Solomon as speedily as he can , which is n't very speedily at all . And quickly he tires . Epps is forced to bend over and suck air . Solomon maintains his distance , barely breathing hard . His breath returned to him , Epps starts up the chase again . Solomon runs on out of reach . Shortly , Epps again stops , gets his breath ... And now in what should be quite comical , Epps again runs after Solomon . Again , Epps 's vigor leaves him before he can even get close to the slave . Dropping down to the dirt , in a show of regret and piety :Epps extends a hand to Solomon . Cautiously , Solomon moves close , but not too close . As Solomon draws within striking distance , Epps lunges for him . He chases Solomon on until he is again out of breath and once more drops down . And again offering a treaty :Solomon cautiously moves closer to help . Again he is attacked by Epps - this time by knife . Sort of . Epps is too drunk and tired to fully open the folding blade - and chased far around the field by Epps . ALL OF THE PRECEDING SHOULD BE MORE FUNNY THAN SHOCKING . A CHANGE OF PACE FROM THE OTHERWISE NECESSARY BLEAKNESS OF SLAVEDiscretion being the better part and all , Solomon remains silent .Epps pushes his way past the Mistress .

-AUGUST , 1844- With the sun yet again high in the sky the slaves are working the field picking cotton . As before THEY SING A SPIRITUAL , the only thing that distracts them from the tedium at hand . But there is no distracting from the heat . We see Henry begin to falter before it ... And eventually collapse right in the dirt . Though the other slaves take note , none move to help him . None dare . From Treach rather matter of factly :Edward runs to fetch a gourd . He carries it to Henry , DUMPS THE WATER ON HIM , BUT DOES NOT ACTUALLY GIVE HENRYUnsteadily , Henry lifts himself and goes back to picking cotton . He joins in again with the spiritual , as if the song is all that can keep him going .

-OCTOBER , 1844- The slaves are asleep . Epps arrives , again without knocking , with his whip in hand . The slaves stir . Uncle ABRAM ASKS :Epps remains quietly focused on Patsey . And it 's clear from her apprehensive expression just what it is he 's come looking for . This time there is no escaping it . As if to acknowledge the badness to come , Phebe lightly cries .

On top of a wood pile , in the back of the smoke house - Epps shoves Patsey . He stops , stands as if gathering his manhood , then he 's all over Patsey . He is rough and clumsy . It looks like something between an awkward rape and a virgin attempting his first sexual encounter . Patsey does not respond in any way other than to continually turn her head from Epps , but otherwise remain as still as possible . If there is such a thing , she is vicious with her passive aggressiveness . Epps 's frustration mounts until - as the Mistress Shaw had cautioned - he crosses the line from passion to violence . He begins slapping Patsey to get a response from her . When that fails , he punches her which only leads to him taking up his whip and lashing Patsey MERCILESSLY . Still , she gives him nothing . Beaten , Patsey sits in the dirt among the cotton , Epps deep breathing above her . The desire for sex now having left him . Epps heads from the field . Patsey is left where she is .

-NOVEMBER , 1844- As before , Solomon waits as Bartholomew fills Mistress Epps order . Among the items set before Solomon is another quantity of foolscap .

Solomon is making his way back to the Epps plantation . He carries with him a sack filled with the goods from the store . As he walks , SOLOMON LOOKS AROUND CASUALLY . When he is certain he is alone , he sets down the sack , opens it and appropriates A SINGLE SHEET OF THE PAPER which he folds and places in his pocket . That done , he cinches up the sack and continues on his way .OMIT

Solomon takes the slip of paper and hides it within his fiddle . Perhaps the safest place he can think of . He acts as though he 's hiding away found gold . In reality it 's more than that . For Solomon the paper is a first step toward freedom .

-DECEMBER , 1844- It 's another night of Epps 's forced revelry . Coming in quick from the previous scene , we go from Solomon holding his fiddle , to playing it as the slaves are again made to dance . Mistress Epps brings out a tray of freshly baked pastries . She sets them down on a table .The slaves , thankful for the rest as much as the food , file toward the tray reciting a chorus of `` Thank you , Mistress . '' As Patsey moves toward the pastries :Patsey merely turns away . Her non responsiveness , however , serves only to incite the Mistress . Screaming :Epps is n't sure how to respond to the inchoate berating . It 's an invitation for the Mistress to continue .Epps does nothing . The Mistress lets her anger loose . She moves quickly to Patsey , DRIVES HER NAILS INTO THE PATSEY 'S FACE AND DRAWS THEM DOWN ACROSS HER FEATURES . FIVE DEEP AND BLOODY GASHES ARE LEFT IN PATSEY 'S SKIN , the moment marked with appropriate screams . Patsey collapses on the floor , covering her bleeding face .Thoroughly cuckolded by the Mistress 's actions , Epps takes his whip and pulls Patsey out of the house . His intentions are plain . All the slaves remain silent . The Mistress , however , displaying high satisfaction , entreats the others :The slaves eat , but without a hint of levity .

We come up on the slaves who lay sleeping . All except for Patsey . She rises from her bedding , goes to a corner of the cabin and removes something from a secretive location . She then moves over to Platt .Patsey displays what she took from hiding . It is a LADY 'S FINGER RING .Solomon looks at Patsey as though she were insane .Solomon says nothing . Clearly he 's not about to do the deed . With nothing else to do , knowing she is damned with every breath she draws , Patsey crawls back to her spot on the floor and lays herself down .BLACK

-JULY , 1846- Hard times on the planation . Where previously the field in bloom was a carpet of white , it is now patchy and under grown . The slaves move through the field picking not cotton , but rather COTTON WORMS from the plants . The cotton worms have dined on the cotton and nearly destroyed the crop . We see the cotton worms in extreme close-up , moving among and destroying the cotton crop . Epps is beside himself as he looks out over his ruined field .Epps looks among his slaves at work , his enmity growing .Crazed , Epps runs into the field , taking himself from slave to slave delivering a whipping to all he can lay his hands on .RE-OMIT

-OCTOBER , 1846- Henry , Bob , Uncle Abram and Solomon sit in the back of a cart . SOLOMON HAS HIS FIDDLE WITH HIM . Epps has delivered the men to JUDGE TURNER , a distinguished man and extensive planter whose large estate is situated on Bayou Salle within a few miles of the gulf . Epps and Turner stand off to one side engaged in bargaining as Henry , Bob , Uncle Abram and Solomon wait and watch . One of the slaves whisper under their breath .Epps returns to his slaves and gives a parting salutation .

I just want to say something about Uncle Abram. He was a good man and he always looked out for us since we were little. God Bless him. God love him. And God keep him.

Slaves are crammed into the shack - LITERALLY ON TOP OF EACH OTHER - as they try to sleep . Some lay , some sit up . Packed in like cattle , there is barely room to move let alone draw a deep , clean breath . There is a real risk of suffocating in the mass . Some cough and wheeze . A CHILD CRIES ... Among them is Solomon who must believe at this point that his life has reached its very lowest point . The odds of survival are slight , let alone the chance of actually ever returning to his family . This clearly weighs on him as he struggles to find anything like comfortable space in the pen .

An OVERSEER is explaining to the new slaves - SOLOMON AMONG THEM - how to cultivate cane . WITH A KNIFE IN HAND he demonstrates the process :

Draw the cane from the rick, cut the top and flags from the stalk, understand? Leave only that part which is sound and healthy. Cast off the rest...

-NOVEMBER , 1846- ABOUT THIRTY SLAVES are working the field . They are divided into THREE GANGS . The first which draw the cane , the next lay the cane in the drill , the last then hoe the rows after . Solomon is among a gang that draws and cuts , and he moves with speed and skill . Certainly more so than he displayed picking cotton . Standing with his overseer , Judge Turner watches .

Again , the slaves have been herded into the shack and pressed together . As he tries to rest - sleep is nearly impossible - Solomon finds himself face to face with a woman , ANNA . She is awake . For a few beats she avoids eye contact with Solomon . She seems , like Solomon , to be unaccustomed to her surroundings and horribly frightened by them . Eventually her eyes meet Solomon 's . She makes no sound , but great apprehension spills from her eyes . Whatever 's next , whatever horror awaits , she can barely stand to face . Fear , proximity ... They drive her hand to Solomon 's . After a moment of seemingly reacquainting herself with genuine human contact , the woman TAKES SOLOMON 'S HAND AND PRESSES IT TO HER BREAST . Solomon tries to jerk his hand away , but ANNA HOLDS IT IN PLACE . Manipulating Solomon 's hand , she begins to massage her breast . Solomon takes no real pleasure in the act - really , neither does Anna . THERE SHOULD BE A TRUE SENSE ANNA IS JUST SO VERY , VERY DESPERATE FOR HUMAN CONTACT , FOR THE NEED TO FEEL ALIVE AND LIKE A PERSON RATHER THAN AN ANIMAL THAT EMOTIONALLY SHE IS WILLING TO ENGAGE SOLOMON . The need quickly compounds . Anna presses her lips to Solomon 's . Eventually , SHE DIRECTS HIS HAND BENEATH HER DRESS AND BETWEEN HER LEGS . Solomon , with slightly more compassion than a guy making union wages , BEGINS TO MANIPULATE ANNA WITH HIS HAND . The act remains more perfunctory than passionate . We can see Anna moving toward climax and eventual release . But more - or substantially less - than joyous sex , it is really just a drug-like inoculation against reality . But the feeling quickly fades . All that remains , as with most chance encounters , is regret . And there is shame , too . This is put on display as Anna turns away from Solomon . As quickly as it began , it is as though the act had not happened at all .OMIT

Solomon waits outside the house on the porch . A house servant - ZACHARY - approaches and admonishes Solomon .Like a dog shooed away , Solomon steps down . Eventually Judge Turner exits the house and crosses to Solomon .Turner gives that a bit of consideration as he gives Solomon a wary looking over .

Willard Yarney, a planter up the bayou, celebrates his anniversary in a three week's time. I will hold out your name to him. What you earn is yours to keep.

Work over , the slaves congregate to eat . As Solomon eats , he takes note of the JUICE FROM SOME BERRIES ON HIS PLATE .

Solomon plays with a piece of cane , fashions it into some kind of writing tool , testing it in the mud . He then brushes over the dirt with his hand .

Secreted away out near the edge of the bayou and sitting by a small fire , Solomon takes the slip of paper from his fiddle . It is yellowed , showing age , but still usable . Dipping the piece of cane - a quill - into the crushed berries , Solomon attempts to write a bit on the paper . The berry juice , too free-flowing , is unusable as ink . Solomon returns the paper to the fiddle . He has some scraps of food with him , which he snacks on .OMITTEDINT . SLAVE SHACK - DAYWe see a sharp object scratching onto a surface . The tool moves on to form another mark . The sound is repetitive and almost unbearable . As we move out , we see the names Anne , Margaret , Alonzo . They are engraved onto the violin , in the hidden area where Solomon would rest his chin . Solomon looks at it for a moment , moving his fingertips across the engraving . His face full of loss . Sadly , he lifts his instrument under his chin and leaning his head to the side as if to play .

A party has commenced at the noble home of one MR. YARNEY . A group of REVELERS have gathered and are on the dance floor , in fancy dress . Their faces are covered with a variation of decorative masks . The party is a feast of celebration . As entertainment , SOLOMON ACCOMPANIES A GROUP OF MUSICIANS , no more than three . And as he does so , they all play with jovial liveliness . Clearly a good time is being had by all .

His playing done for the evening , Solomon is returning to Judge Turner 's on foot . There is only the moonlight with which to light the way . As he walks , Solomon eats from a HEARTY CHUCK OF BREAD . Obviously part of his haul from the evening . Solomon again hears noises coming from the brush just up ahead of him . Solomon tears off some of the bread , kneels and holds it out before him .This time , there is no dog . Instead , from the dark and the brush step TWO BLACK MEN . Solomon stands . He looks the men over - their clothes tatters and they themselves covered in dirt . It becomes quite clear they are not just slaves . A fact confirmed when they step menacingly toward Solomon , ONE WITH A SHIV IN HAND . At first it seems they want Solomon 's food or money . Worse , THEY GO FOR HIS FIDDLE . Solomon has but a moment to brace himself before he is attacked , TAKING A CUT TO THE ARM . Solomon fights back , PICKING UP A PINE KNOT and striking his attacker over the head . That takes the fight out of him , and both men retreat back the way they came leaving Solomon be .

Outside of the slave shacks Solomon 's wound tended by Uncle Abram . As he works on it :OMIT

-FEBRUARY/MARCH , 1847- Alone out on the edge of the Bayou , Solomon is playing a low air on his violin WHILE SNACKING ON SCRAPS OF BACON . As he plays , something appears in the distance . From the edge of the bayou , coming forth like an apparition arisen from the earth , is CELESTE . She is a young woman of about 19 years of age and far whiter than most blacks . `` IT REQUIRED CLOSE INSPECTION TO DISTINGUISH IN HER FEATURE THE SLIGHTEST TRACE OF AFRICAN BLOOD . '' Beyond that , she is pale and haggard , but still lovely . Dressed in a white gown , she emerges from the water . Draped on her dress , her period . A line in her skirt . It 's very visible , but not shocking . A ribbon of red in her dress . Celeste moves to Solomon without fear or hesitation . As Solomon , startled , takes her in , Celeste says quite PLAINLY :Solomon gives Celeste some of his food . Celeste , famished , devours it .Celeste lifts her head from the food on which she gnaws .Almost as if compelled , Solomon does as ordered . As she eats , Celeste aggrandizes herself :Solomon is n't sure what to say . Before he can say ANYTHING :Celeste departs the way she came ; as though she were a vision .

I belong ta Massa Carey, and'ave been two days among da palmettoes. Celeste is sick and cai n't work, and would rather die in the swamp

than be whipped to death by the overseer. So I took myself away. Massa's dogs wo n't follow me. The patrollers'ave tried to set dem on me. But dey a secret between dem and Celeste, and dey wo n't mind the devilish orders of the overseer.

Most slaves escape at night. The overseers are alert for such chicanes. But Celeste tricked dem' n alight in the middle of the day wit the sun up at its highest. The place of my concealment now deep in the swamp, not half a mile from Massa's plantation, and a world apart. A world a tall trees whose long arms make fo' a canopy so dense dey keep away even the beams of the sun. It twilight always in Celeste's world, even in the brightest day. I will live there, and I will live freely. The overseers are a cowardly lot. Dey will not go where their dogs show fear and where it always be night. Others will join me in the twilight, and we ai n't gunna be slaves no'mo forever.

Celeste will come to you again in the night. You will have food for her.

How? Celeste knows you ai n't gunna run. Celeste knows it ai n't your nature.

A letter? How'll yah mail da letter? Who yah trust to post it? A nigger that can read and write is a nigger that'll hang.

Celeste will come again in de night. You will bring her'mo food.

It ai n't the patrollers I scared of... At all seasons the howling of wild animals can be heard at night along the border of the swamps. At first their calls were welcomin'. Dey too was free,' n I thought dey greeted me like a sistah. Lately, dey cries have turned horrifyin'. They mean to kill Celeste.

My freedom been nothin' but a daydream. So was Celeste's thoughts of slaves conjoinin' in the bayou.

It'll only be worse if' n Celeste do n't go back of her own will.

Solomon stealthfully makes his way into the storage shed . Dried and smoked meats are hung , and milled corn is about . Taking out a handkerchief , Solomon begins to load it with food . Not too much . Not so much his thievery will be readily noticed , but he does avail himself .

Solomon plays his violin , but plays it with an anxious nature as he waits . Then , as before , a figure appears in the distance . It is Celeste coming out of the night . She makes her way directly to Solomon . With no greeting , she says :Solomon gives Celeste the handkerchief he 's filled . She opens it , and begins to devour the food . As she eats :Solomon exposes his wrist , displays his tattoo as he ANNOUNCES :Giving a laugh as though it 's the silliest thing she 's HEARD :There is a pause . Solomon ca n't answer this question . It is the glaring hole in his plan . Having finished eating :And with that Celeste again moves back into the darkness .OMIT OMIT

In a tin cup , over a fire , Solomon boils the white maple bark in just a bit of water .

As others sleep , by the light of dying coals , Solomon uses the quill to test the boiled bark . The liquid holds as a form of ink . It is no ? t ideal , but it is legible on the page . Armed with this , Solomon writes his letter .

Solomon sits with Celeste . He relates his news to her .When Celeste speaks she is quite melancholy .Solomon gives an unnerved look . This is not good news .As if to punctuate her resolve , without a word more Celeste departs toward the swamp . Solomon starts on into the swamp after her .Solomon continues after Celeste , wading deeper into the dark night and murky waters .Celeste is too nimble . She outpaces Solomon , continues on and disappears into the night .Solomon runs on , then splashes to a stop . He stumbles around disoriented , calling into the blackness :Nothing . No answer . Not a human one . There are sounds and echoes - some in the distance , some perhaps moving closer - which , moment by moment , become more and more frightening . Soon , Solomon realizes he is in quite literally over his head ; the water first chest deep , then neck deep . With no way to orient himself , no means to guide him in the dark , Solomon 's reserve begins to crumble . He thrashes in the water trying to find his way back to shore . No longer trying to save Celeste , Solomon calls to her - desperately - for assistance .In that moment Solomon is quite certain he is nearly done ; that he will not find land , nor aid and that this is his final moment . His panic should be that tangible . It is either force of will , or survival instinct ... or maybe just pure luck that carries Solomon on until he reaches first muddy ground , then firm footing . Hauling himself onto the swamps edge , Solomon finally collapses in a drenched , worn heap . His life spared , but Celeste never to be seen again .BLACK

-MAY/JUNE , 1847- We come up now outside of Master Epps 's plantation . Epps stands in the drive . He 's in surprisingly good spirits as Solomon , Uncle Abram , Henry and Bob trudge their way wearily toward Epps and his other slaves who are gathered . The cotton field is in full bloom , the crop fully returned .Throughout Epps 's welcome , Solomon 's focus is on Patsey who is lined up with the other slaves . SHE IS NOW MORE HAGGARD THAN WHEN WE LAST SAW HER . Her face and arms display many new scars . It 's clear that in the intervening years she has quite literally been a whipping boy for Epps and the Mistress .

-JULY , 1847- The slaves are out working on the field . White hands appear , picking cotton : ARMSBY . He is wholly unskilled at picking cotton , and he puts little effort into the job . As we meet him he seems a decent sort if a little short on self-motivation . In anachronistic terminology , he 'd be called a `` slacker . '' He joins in with the slaves , singing a spiritual .

As Epps said , it is days of long since . The slaves are back to having their cotton weighed in the Gin HouseBefore Treach is even done announcing the weight , Epps has pulled Solomon aside to where Uncle Abram already awaits his fate .Epps speaks to Armsby sternly , but nothing of the manner in which he would address the slaves .To Treach , regarding Solomon and Abram :No force is needed . The slaves understand the situation . They follow Treach out of the Gin house .

It's a tragedy. How does such come to pass? Working a field and picking cotton like a lowly hand. I'm of a damn sight better station. And my desires never lacked for a grandiose component, though I will admit they have at times been short on ingenuity. But only at times. I've worked as an overseer, you know.

Not `` sir.'' Just Armsby. Not owed more than any other in the field. I worked plantations from Virginia, down into Alabama. I could manage easy a hundred slaves and have done so. But to toil in the field? Never thought that would come to pass. Never. But times are desperate. Where once I had said `` no'' to Epps and his merger offerings, I returned cap

I became a little too dependant on the whisky, a little too undependable on the job. Before you say I'm just a sorry drunkard, let me state my case : As reliable employment as overseeing is, it's no easy chore on the spirit. I say no man of conscious can take the lash to another human day in, and day out without shredding at his own self. Takes him to a place where he either makes excuses within his mind to be unaffected... Or finds some way to trample his guilty sensations. Well, I trampled.

To make my fortune, of course. I gave in to tales of wealth and prosperity that were the lore of the southern states : all that's needed being a patch of land and a few good growing seasons. Cotton,

or tobacco. And then locating a proper bank in which to store your riches. But such profitable outcomes are reserved for the plantation masters. It's the lot of the rest of us to serve. So I settled on being an overseer, and failed as well at that. In the meantime my dreams gave way to reality. Now, I want nothing more than to earn a decent wage.

To assist you, I put my own self at risk. I will do so, but fair compensation is all I ask.

We come in after the punishment has been dealt . Patsey tends to Uncle Abram 's back as Armsby applies liniments to Solomon 's . As he does , Armsby muses :From a pocket Armsby produces a flask .Armsby takes a drink .Armsby takes another drink and leans back .

-AUGUST , 1847- We again hear the sound of the HORN BLOWING signaling the start of the work day for the slave .

With the sun yet again high in the sky the slaves are working the field picking cotton . As before they sing a spiritual , the only thing that distracts them from the tedium at hand . But there is no distracting from the heat . We see Uncle Abram begin to falter and finally drop down to the ground . Treach calls to Edward :Edward runs to fetch water which he carries to Abram and DUMPS ON HIM ... BUT ABRAM DOES NOT RISE . DOES NOT MOVE . At this point , the sounds of the singing from the others tapers off as they realize Abram is n't getting up .

We are beyond the main of the plantation , the cotton field in the background . We are at the slaves ' cemetery , a mixture of crude crosses and unsettled ground . Solomon , Bob and Henry , now much visually older than when we first saw them , are digging a grave in the dirt . The uncovered body of Abram lays near . Having dug down an appropriate distance , the three men take the body and , very unceremoniously , place it into the ground . Holding the shovel in his hands , and resting it by his feet , Bob tilts his head down and closes his eyes . The others do the same . Almost stutteringly , not really knowing what to SAY --That done , they begin to cover it with dirt . It is all the more of a funeral that Abram will receive .OMITOMIT EXT . MASTER EPPS 'S PLANTATION/SLAVE CEMETERY - LATERA female voice appears out of the blackness and begins to sing solo , `` Went down to the river Jordan . '' A response of `` Oh Yeah '' quickly follows . Again the singer continues , `` where John baptized three . '' The same faces we have seen on Epps ' plantation , but now filled with rapture , appear . It 's as if the voices have created a new form of awakening and presence . It seems to transcend and translate in a strange way , joy . A joy which has un-yet been seen on screen . A joy which has been hidden , but a joy which is undoubtedly there . It 's captivating , infectious . This should be a moving part of the film , which stirs the audience and , for a moment , relieves them of the seemingly chastising environment . The singer continues , `` Well some say John was a Baptist , some say John was a Jew , but I say John was a preacher , because the Bible says so too , preach on Johnny . '' And with that , the rest of the congregation chant `` I believe . Oh , I believe . ''

Solomon goes to RETRIEVE THE SMALL PACKAGE FROM UNDER A ROCK AT THE BASE OF A TREE . Solomon returns the letter to hiding . He takes the money with him and cautiously moves from the area .OMIT

The door opens . Solomon enters . Armsby is surprised to see him . So much so , he is n't sure what greeting to give . Solomon gives a blunt introduction . Re : the COINS :Armsby considers the request .Solomon hesitates . In the moment , he 's not so sure he can wholly give himself over to trust .Solomon hands over the money .Solomon exits .

Solomon and the slaves pick cotton . Armsby is conspicuously NOT laboring in the field . As Solomon works he is watched by Epps . Watched more than he normally is . For a moment it seems it might just be a matter of perspective ; Solomon 's unease over his actions . But soon Epps is joined by Armsby . The two men stand and talk , their looks locked toward Solomon . Whatever it is that is occurring between them continues for a long , long moment . But Epps makes no move toward Solomon . Solomon continues with his work .

The slaves are at rest . Gripping his whip Epps enters , without so much as a knock at the door . For a moment there 's curiosity ; is he there for a dance , for Patsey ... ? Looking right to Solomon :Solomon does . Epps heads back out into the dark . He says nothing , but his directive is clear : Follow me .

Solomon comes out into the dark . Nearly hidden in the shadows is a bitter Epps . Despite the lack of light , Epps 's malevolence is quite clear . His whip attached to his hip . As he speaks , he stokes himself with swigs from a FLASK . Epps puts his arm around Solomon , as if consoling a friend , and guides him into the woods .Solomon , hardly missing a beat , plays this off .A beat .For a tense moment we are unsure which way Epps 'll go . Increasingly it become apparent that , shallow minded and equally soused , Solomon has been able to fold Epps 's thoughts . In a low curse that clearly states his ill intentions . Revealed is a pocket knife , which all through the conversation , unknown to us the audience , was pushed up against Solomon 's stomach . As Epps speaks , he closes it and taps it on Solomon 's shoulder .Epps heads off . Solomon is left to exhale a deep breath .

Having found a lonely spot , Solomon has struck a SMALL FIRE . He has in his hand his letter . With no ceremony , he casts the letter upon the flames and watches it burn . And with it , at this time , seems all chance of him ever being free . He stands and looks at it as if forever , as ashes descend into the night sky .FADE TO BLACK .

-MARCH , 1852- The slaves are now employed working on an extension to the Great House . The slaves work under the direction of MR. SAMUEL BASS , a between forty and fifty years old , of light complexion and light hair . He is cool and self- possessed , fond of argument , but always speaking with extreme deliberation as well as a Canadian accent .

As the slaves continue to work , there is a conversation going on between Epps and Bass . Bass much skilled in the art of sophistry , while Epps 's arguments are fueled mostly by emotion alone . Though at first Epps does little more than joke his way around the facts . Solomon , working still , ca n't help but overhear as Epps offers Bass a drink , which Bass waves away .Bass gives a laugh .Sensing perhaps Bass 's laughter might be at his expense , Epps presses .

I'm here to complete the work at hand. As requested, and as paid.

You ask plainly, I will tell you plainly. What I find amusing : You worry about my well being in the heat but, quite frankly, the condition of your laborers --

If the conversation concerns what is factual and what is not ; there's no justice nor righteousness in slavery. I would n't own a slave if I was rich as Croesus, which I am not, as is perfectly well understood. More particularly among my creditors. There's another humbug : the credit system. Humbug, sir. No credit, no debt. Credit leads a man into temptation. Cash down is the only thing that will deliver him from

evil. But this question of slavery ; what right have you to your niggers when you come down to the point?

Of course you did. The law says you have the right to hold a nigger, but begging the law's pardon... it lies. Is everything right because the law allows it? Suppose they'd pass a law taking away your liberty and making you a slave?

Because the law states that your liberties are undeniable? Because society deems it so? Laws change. Social systems crumble. Universal truths are constant. It is a fact, it is a plain fact that what is true and right is true and right for all. White and black alike.

Look here ; you ca n't laugh me down in that way. These niggers are human beings. If they are allowed to scale no higher than brute animals, you and men like you will have to answer for it. There's an ILL --

That will not go unpunished forever. There will be a reckoning yet.

No part of this land. I was born in Canada. Now guess where that is.

I have always forgone relationships and family. I did once have a sweetheart who I loved deeply.

But that was a long, long time ago. I've been traveling this country for the best part of twenty years. My freedom is everything. The fact that I can walk out of here tomorrow gives me most pleasure. I see the aching in your eyes, the pain of not being attached to your loved ones. My life does n't mean much to anyone, but it seems your life means a lot to a lot of people. What you have just said to me scares me, and I must say, sir, I am afraid. Not just for you, but for me.

I will write your letter sir, for if I could bring freedom to you, it will be more than a pleasure. It will be a duty. Now, would you be so kind as to pass me those nails, sir.

I have inquired thoroughly. More than is safe for either of us. improvising a pathway towards the gazebo.

Solomon... I have a job or two on hand which will be completed shortly... The work here has grown sparse.

It 's the Sabbath . The slaves are left to themselves to do their own chores . At the moment the female slaves are washing their clothes in large cauldrons , slapping their clothes against washing boards and hanging them up to dry near to their living quarters behind the plantation . It is a sight of ritual . Missing from the field of labor is Patsey , for whom Epps hollers .A drunk Epps asks of the slaves :No one answers .Not a word spoken .A beat .The slaves say nothing . There is nothing for them to say . They do n't know where she is . Eventually Epps drops into true sorrow .

Epps sits on the piazza looking quite forlorn . He looks up only to see PATSEY RETURNING TO THE PLANTATION . Epps steps up to greet her , with anger rather than relief . As they hear his angry voice , the slaves step around from where they are hanging their laundry to dry . Treach is near as well .Solomon tries to intervene :Epps goes to strike Solomon , but Patsey pulls his arm back .Massa Shaw 's plantation !Patsey takes soap from the pocket of her dress .Treach runs quickly to the tool shed . In short order he returns with the rope in hand .Mistress Epps has now come from the Great House . She gazes on the scene with an air of heartless satisfaction . Now tied to the post , Epps stands behind Patsey with his whip .Epps hoists the whip to strike , holds it high ... but no matter his rage , Epps can not bring himself to deliver the blow . He looks to Mistress Epps who now stands gloating and spurring him on .Epps again hoists the whip . It trembles in his hand ahead of the act ... But he does not have it in him to deliver such a beating . Turning to Solomon , thrusting the whip at him :Solomon does n't move . Epps shoves the whip into his hand .Patsey , begging to Solomon :Solomon takes a step back . He unfurls the whip ... He begins to whip Patsey . Lash after lash , Patsey squirms before it . Epps eyes fill with tears , he is nearly too distraught to watch . But the Mistress ... She is not satisfied with Solomon 's half-hearted effort .Epps 's grief is replaced by fury . EPPS GRABS THE PISTOL FROM TREACH 'S HOLSTER and draws down on the slaves .Solomon ca n't strike a blow , even if it means his life . But from the ground , from Patsey :What else can he do ? Solomon begins to whip , to truly whip Patsey . Her back welts , then tears ... Patsey screams in agony . Solomon strikes again and again ... After a full thirty lashes Solomon looks to Epps , who is not satisfied .Solomon strikes another ten to fifteen times . By now , as promised , Patsey 's back has been reduced to LITTLE MORE THAN TORN MEAT AND BLOOD . Finally , Solomon holds low the whip . He can and will do no more .Solomon will not . Epps takes up the whip and whips Patsey with `` ten fold '' greater force than he had . The painfully loud and angry curses of Epps load the air . Patsey by now is terribly lacerated , literally flayed . The lash wet with blood which flowed down her sides and dropped upon the ground . At length Patsey ceases struggling . Her head sinks listlessly on the ground . Her screams and supplications gradually decrease and die away into a low moan . It would seem that she was dying . Solomon , screaming at Epps :Though Epps fronts rage , there should be underlying anguish for what he has done to his beloved Pats .By contrast to this horror , the field of cotton smiles in the warm sunlight . The birds chirp merrily amidst the foliage of the tress . Peace and happiness seems to reign everywhere . Everywhere else . Epps leaves Patsey to herself . He says not a word to the Mistress as he passes . The Mistress herself heads back into the house . Solomon unties Patsey , lifts her and takes her to the cabin .

Patsey is laid on some boards where she remains for a long time with eyes closed and groaning in agony . Phebe applies melted tallow to her wounds , and all try to assist and console her . In time Patsey opens her eyes . She looks to Solomon . She does not say a word . She just looks at him ... and then her eyes close again .

-APRIL , 1852- Solomon and Bass are working together alone on the extension . From the amount of work that 's been done on it , it should be obvious that days have now passed . Solomon makes a cautious approach to Bass . As casually as he can he inquires :Bass gives Solomon a long and curious stare .Solomon holds a moment . Has n't he heard the same promise before ? Prior to Solomon stating his case , WEFADE TO :

Hours have passed . Bass reflects on the story that Epps has told in the intervening .Bass looks at Solomon , holding his gaze for more than a prolonged beat .Bass hands Solomon an end of a long plank of wood and looks over his shoulder , as if to camouflage the conversation by work . They both lift it toward the floorboards . Finally Bass speaks .Bass points to a measuring tool , which Solomon immediately hands over .They continue working , fixing the floorboards in unison . Solomon , slightly confused .We pull back to reveal the two men dwarfed by the unfinished structure . They continue to work , as if the conversation had never occurred .OMITEXT . SWAMP TBDSolomon walks a path he has walked a thousand times or more on his way back from Bartholomew 's - sack familiarly slung over his right shoulder . Drearily he walks . His eyes acknowledge something we yet can not see to his left . Almost simultaneously , his eyes retract back to the path towards Epps ' . As he passes out of shot , the evidence of what he was looking at is revealed . FEET hang at the top right hand corner of the frame . A woman , who has been lynched .

SLOW DISSOLVETo a now virtually complete , half-painted white gazebo . Slaves continue to work on it . As they do so , Bass peels away from the structure to have an overview . He beckons Solomon toward him , out of earshot from the slaves who are continuing to work on the gazebo . As Solomon approaches , Bass shouts-Solomon gathers a clutch of markers in his hands and approaches Bass .Bass takes a marker from Solomon and slides it into the earth .Bass takes another and pokes it into the ground ,Bass does n't need to spell things out for Solomon . Solomon 's understanding of the finality of the situation should be very clear .The weight of defeat should hang very heavily with both men . Nothing more to do , nothing more to say BASS TAKES SOLOMON 'S HAND , GRIPS IT FIRMLY , BUT LOW AND SURREPTITIOUSLY knowing full well he can not be seen making contact with a slave . But in the strength of their collective grip , in the emotion in which they hold each other 's eyes , we should be able to easily see how greatly Bass wanted to be able to help Solomon . Equally , we can see the depth of regard Solomon has for Bass . The moment is made all the more powerful by the fact neither man can openly speak his regret or thanks . A moment longer , and then Bass releases his grip and makes his way marching toward the gazebo , pointing instructions . Solomon is left , markers in hand , alone .OMIT OMITEXT . ROAD BY EPPS ' PLANTATION - EVENINGSolomon sits on a secluded part of the road , fiddle in hand . He stares across the expanse . His eyes fixed on something that is a million miles away . Slowly Solomon tunes his fiddle , turning the tuning peg tighter and tighter . As the strings are taut , the sound is almost unbearable as Solomon tightens bit by bit , as if bones are being cracked one by one . Just beyond the breaking point of sound , there is a snap . He then repeats the action . Solomon holds the neck of the violin . Sliding his thumb and forefinger down the neck , he methodically cracks it at the base . He carefully snaps the neck and removes it from the body , then snaps it in two , placing it on the ground . He then starts on the body . Heaving it on the ground , it falls apart . Methodically he breaks the violin into small bits - silencing the instrument with a hushed display of violence , rather than aggressive . Seems almost to be , in an odd way , respectful .

-FEBRUARY , 1853- The Slaves are sewing the heavily plowed field , making their way in the trying soil . Solomon , too focused to note the arrival of two men by carriage : Parker and the SHERIFF . While the Sheriff makes his way to the field , Parker remains with the carriage . The Sheriff calls :The Sheriff crosses to him .Pointing off to the distance .Solomon looks toward the carriage . He has to shield his eyes from the sun . Recognition is slow coming to him . But when it does , it hits him as a rush .Solomon starts for Parker , but he is pulled back by the Sheriff who is keen to determine Solomon 's true identity .As he does , Epps makes his way over .Solomon pushes past the sheriff . As Solomon moves toward Parker , his pace quickens with each step until his personal velocity has him nearly at a dead run . The two old friends make contact with each other , wrap each other in a long and emotional embrace . It if finally broken by Epps , who has moved over with the Sheriff .Platt is my nigger !By this time , the slaves in the plantation have overcome their fear of penalty , and left their work and gathered in the yard as witnesses . They stand behind the cabin , out of sight of Epps . Mistress Epps also bears witness , standing on the veranda next to her house slave . Her face is of a strange mixed emotion . Epps looks to Solomon . Solomon icily , stoically holds his ground . He makes it quite clear in his countenance that nobody owns him . Sheriff , hand on his gun , is there to back Solomon up . Epps , with no other recourse than to BACK DOWN :Epps calls to Bob-Epps walks back into the plantation . The trio starts for the carriage . Solomon is pulled back by the call of Patsey 's voice :Disregarding Parker , Solomon crosses over to Patsey . Under the circumstances , neither really knows how to engage . Finally , suddenly , Patsey throws her arms around Solomon and they embrace . Epps , now mounted on his horse , witness the encounter . Kicking the stirrups hard into the sides of the horse , he rides off furiously . Calling from the carriage , mindful of Epps :A moment longer Solomon and Patsey hold each other . They separate , Solomon heading back to the carriage . He and Parker alight . The Sheriff chides the horses and they start up . As they move on , Patsey sinks down to the ground , where she remains in a weary and half-reclining state , the other slaves around her . WE STAY WITH Solomon as he travels further and further from the slaves - who are diminished by distance . Solomon waves a hand to them , but the carriage rounds a bend and a thicket of trees hides them from his eyes forever more .BLACK

That man received a letter compiling many accusations. You look me in the eye and on your life answer me truthfully : have you any other name than Platt?

Not claims. I have no doubts. This is Solomon Northup, a resident of Saratoga Springs, NY.

-MARCH , 1853- We now see Solomon in front of a door . A door we have seen before at the very beginning of our story . Solomon , aged significantly since then , stands nervously , swallowing , and adjusting his attire . He breaths in and holds his breath . He blows out and closes his eyes . A tear falls from his cheek , but this is not the way he wants his family to see him . He gathers himself , and looks to his right . There stands Mr. Parker . He places his hand on Solomon 's shoulder . He says gently-Solomon swallows and nods .

THE DOOR TO THE ROOM OPENS . Mr. Parker enters , Solomon behind . We first see Anne , in her finest attire ; the Northup children : Alonzo , who is now seventeen and Margaret who is now twenty - SHE CARRIES WITH HER A BUNDLE . Also present is MARGARET 'S HUSBAND . The family waits patiently , dutifully ... but anxiously . Anne rises to greet him , but holds back . All around , the body language of the family is stiff and awkward . They are , after all - after twelve years - little more than familiar strangers .Solomon looks among his family ; trying to recall them as much as they look to see familiarity within him . To his CHILDREN :Margaret , tearing , hugs her father . Solomon almost breaks , but he keeps himself together . Looking to the UNKNOWN MAN :Margaret rises , she presents her bundle to her father .Solomon Northup Staunton .The fact his grandson carries his name , is overwhelming . Solomon breaks down . Emotionally , physically ... But ANNE IS THERE TO CATCH HIM . As she holds him , Solomon says to Anne with all his heart :The pair , joined now by the whole family , hold on to each other for life ... and one would think for all the rest of their lives .FADE TO : BLACKCARD : Upon gaining his freedom , Solomon Northup located and attempted to seek legal justice against the men who kidnapped him . The case was tried in Washington , DC where blacks were prohibited by law from testifying against whites . The charges against the kidnappers were eventually dismissed . Northup spent the rest of his life working as an abolitionist , and with the Underground Railroad . Solomon Northup most likely died between 1863 and 1875 . The exact date , place , and circumstances of his death remain unknown .- END -

We are looking out a second story window of a house . The backyard is large and green with a wooden jungle gym , worn from use . A single tree throws shade onto a barbecue and a picnic table . The backyard is lined by crops . Corn . Golden and brown . Six feet high . Everything is perfect . Like a postcard . And then we HEAR A CHILD SCREAM . IT 'S FAR AWAY . WE DO N'T KNOW WHERE IT 'S COMING FROM .

GRAHAM HESS wakes up from his sleep . He thought he heard something . He listens . HE HEARS THE HEATER . THE REFRIGERATOR DOWNSTAIRS HUMMING . THE OCCASIONAL BIRDS OUTSIDE CHIRPING . Graham climbs out of bed . He moves in his pajama pants and white Barron 's minor league baseball T - shirt towards the bedroom door .

Graham stands in the hall landing where three bedroom doors meet . He moves to the door that has children 's drawings taped to it . He puts his ear close . Listens . Beat . He relaxes . Graham leans down and picks up two balled up sweat socks and a child 's sweater from the hallway floor . He puts it in the hallway hamper before heading back into his bedroom .

A bathroom door is open . WE HEAR THE SINK RUNNING . WE HEAR THE SOUNDS OF TEETH BEING BRUSHED . Outside the bathroom on the bedroom wall is the sun faded outline of where a large CATHOLIC CROSS used to hang . It 's ghostly stained forever on the blank wall . A CHILD SCREAMS FROM FAR AWAY . The water from the sink stops . Graham steps into the doorway . Toothbrush and foam in his mouth . He becomes very still .

The bedroom door bursts open . Graham steps into his children 's room . There are children 's books everywhere . Overflowing off shelves . Piled in corners . Graham 's eyes move to the small messy beds . They 're both empty .

WE HEAR THE VOICES OF TWO CHILDREN NOW . THEIR SCREAMS FLOAT INTO A DARKENED BEDROOM OVER THE GARAGE . MERRILL HESS throws the bed sheets off himself as he swings onto his feet in one quick motion . He is hyper - awake . Merrill is in his late twenties . He is well build . His muscles are tense as he stands in his red bikini briefs and looks around bewildered .

Graham bangs open the back screen door and runs into the backyard . He spins as he looks around . Merrill , now with a T - shirt and jeans , rumbles down the side stairs adjacent to the garage building . Merrill and Graham make eye contact as they approach each other across the yard .Graham looks around - panic growing in his eyes .Graham and Merrill in unison turn in the direction of the YELLING . They look away from the house , across the yard and into THE THICK WALL OF CROPS .

Okay, this guy is trying to scare us. He's messed with our property, he's coming around the house. It's time for an ass whoopin'!

We both go outside and move around the house in opposite directions. We act crazy, insane with anger. Make him crap in his pants and force him around till we meet up on the other side.

Excluding the possibility that a female Scandinavian Olympian was running around outside our house last night, what else is a possibility?

Listen, I was out of line with that whole female Scandinavian Olympian thing.

It's just that, I'm pretty strong and pretty fast. And I was running as fast as I could. And this guy.

All this crop stuff. They did it twenty - five years ago. It was a joke.

Can you at least pretend to be like you used to be? Give me some comfort?

I was at this party once. I'm on a couch with Sara Mckinney. She was just sitting there, looking beautiful and staring at me. I go to lean in and kiss her and I realize I have gum in my mouth. I turn and take out the gum. Stuff it in my paper cup next to the sofa and turn around. Sara Mckinney throws up all over herself.

I knew the second it happened. It was a miracle. I could have been kissing her when she threw up. That would have scarred me for life. I may never have recovered.

For the kids protection. All they were doing was watching TV from five a.m. I felt like they were getting obsessed like you said. They should be playing furry, furry rabbit or tea party or something right?

But they're not really gone. We just ca n't see them. Early this morning a bird flew right at the area where the lights were hovering last night.

They caught it on tape and they've been playing it all morning. They found the bird. His head crushed in. When you see the footage it looks like the bird flew into a wall in the sky.

They think they have some invisible shield thing going, like an optical illusion.

Already thought of. Two other birds did the same thing an hour later. Not as dramatic. They lived. But you could see they hit something.

They're still there hovering. In fact, some people think there's more of them now. All over the place. Over us even.

And there's a theory about the crop circles now. They think it could be some kind of landmark, visual mapping system - so they can navigate. Coordinate. Makes sense does n't it?

They're skin changes color. That's why we could n't see him that night.

You know about signs Morgan? Not like the ones people write on. It's like if you poured a glass of milk and you dropped the glass by mistake and broke it before you could drink it. Then you looked at the milk carton and saw that the milk was spoiled. They're things that happen by chance or luck, but make you feel that someone's watching out for you.

I believe in signs Morgan. I think there's someone watching out for us. I got to believe he's going to make sure we're all right in the end.

It went on all night. Everywhere. It was completely a ground battle. Mostly hand to hand. You ca n't see them unless you're up close. A lot of people died. Some from combat. But most from poison gas inhalation. They secrete it.

A mass evacuation by them started about eight o'clock this morning. It's eleven now.

Listen, there's things I can take and a couple things I ca n't and one of them I ca n't take, is when my older brother -.

- who is everything I want to be, starts losing faith in things. I saw your eyes last night.

I do n't want to ever see your eyes like that again, okay? I'm serious.

He's been like that for awhile. We need to get him some medicine.

Philadelphia and its outlying counties are cleared, but who knows for sure?

The tall stalks of corn smack Graham and Merrill 's faces as they run through the crops . A LITTLE GIRL appears in the crops thirty feet ahead of them like an apparition . She is in her nightgown . She is four . They reach her fast . She stands unaware of them in a daze . Her hair is messed from sleep .BO stands peacefully lost in her thoughts . Beat .Bo finally looks at her father . Beat . She smiles softly .Beat .Graham looks in the direction of THE BOY 'S VOICE . He 's close . Graham picks up Bo and rushes through the crops . He finds MORGAN standing with his hands in the pockets of his pajama bottoms . DOGS ARE BARKING NEARBY .Graham puts Bo on the ground and moves right in front of Morgan . The ten - year old boy looks deep in thought . Graham takes hold of Morgan 's chin and turns his face so he 's looking straight at him .Beat . Morgan 's eyes reveal he 's come to some answer .Beat . THE DOGS KEEP BARKING .Morgan takes hold of his father 's unshaven chin and turns his face . Graham is forced to look to his right . Beat . Graham sees something . Graham Hess slowly rises to his feet . He starts moving forward towards something . He walks through a thin layer of crops and emerges in a clearing . Two German Shepherds are running back and forth . They are clearly agitated . Graham looks around at the THOUSANDS OF CORN STALKS LYING FLAT ON THE GROUND . THEY LAY IN A GIGANTIC CIRCLE , A HUNDRED FEET WIDE . Graham Hess looks around in a daze as he walks out into the center . Merrill , Bo and Morgan follow him . The dogs keep running and barking as WE PULL BACK AND REVEAL THE FOUR MEMBERS OF THE HESS FAMILY STANDING IN THE MIDDLE OF THIS PERFECT , GIGANTIC CIRCLE . WE KEEP PULLING BACK TO EXPOSE THIS EERIE DESIGN - FIVE HUNDRED FEET WIDE - SITTING IN THE MIDDLE OF AN ENDLESS , UNTOUCHED CORN FIELD . `` BUCKS COUNTY PENNSYLVANIA . THIRTY MILES OUTSIDE PHILADELPHIA . ''

Was he at home last night with you or was he out and about with the Wolfington brothers?

Listen Lee, I do n't even mind if it was him. You could just talk to him and that would be enough for me. See it was kind of strange finding the crops like that. The kids were. confused by it. It would take the strangeness away if we knew it was Lionel and the Wolfington brothers just messing around.

That was quick Edgar. I only called you boys about two hours ago.

Please tie up Isabelle to the back of the shed. Make sure the knot's tight.

They're tough cookies, those two. They think Houdini's playing with you up there.

Okay Miss Puzzle Master. I got one for you. What can make geometric shapes the size of a football field. and what would scare every animal in this county?

Edgar, it sounds as strange to me saying it, as it is to you hearing it. But we could n't see him. He stayed mostly in the shadows. All we could make out was movement.

But I'll tell you something with absolute certainty. There was someone watching our house last night. He was looking in my children's windows and I want you to find him Edgar.

I need you to take this seriously, just incase, it is something serious.

He's telling you the truth, Edgar. Whoever it was, is very strong and can jump pretty high.

I know you're making a point Edgar. I just do n't know what it is.

Bo, you're too old to still be doing this. The rule is, you take a glass of water, you finish it.

Tracey, I - am - not - a - reverend - anymore. I have n't been for six months. You know this.

I do n't want any one of you spending time with Tracey Abernathy alone. Is that understood?

See this is why we're not watching those news reports. People get obsessed.

You know something? Even entertaining the possibility of this for a minute has been exciting.

I can see how people can get carried away with this type of thing.

It's a kind of faith. It's an intoxicating thing to believe in something you ca n't see.

You would have been the first person on that station wagon would n't you? You and Morgan would have been wrestling for that baby monitor.

It'll be secretly kind of sad for everybody, when this turns out to be - all just make believe.

You're wasting your time here! I'm not going to report this or anything you do to me crops, to the news or TV or anybody! You're not going to get famous!

. There are all different ways you can tell that there's someone really there watching out for us. You see signs. Sometimes they're little ones. You think of someone. The phone rings. They're on the phone. Sometimes they're big, like fourteen lights hovering over Mexico City.

Sure, there are a lot of people watching this who think this could be a bad thing. But there are a lot of people watching this, who think it's a miracle. A sign of God's existence. It's all in how you look at things Merrill.

What you have to decide is what kind of person you are? Are you the type who believes in miracles and looks for signs or are you the kind who believes, things just happen by chance?

Do you know what Colleen's last words were before they killed her?

She said, `` See'', and then her eyes glazed a bit and she said. `` Tell Merrill to swing away.''

Because the nerve endings in her brain were firing as she died, and some random memory of us at one of your baseball games popped into her head.

There is no one watching out for us Merrill. We're all on our own.

The bird could have had a heart attack and crushed his head when he fell.

That's enough from Dr. Bimboo for now. Everybody in this house needs to calm down and eat some fruit or something.

I'm going out for a few minutes. No one leaves this house. No one.

We know all about the hoax. We already took some of your friends downtown in the paddy wagon.

If you tell us your name and why you did it, we'll give you the same deal we gave the others. Do n't throw away your life son.

Tell me something Morgan. In that book of your, did they happen to detail what would happen if they were hostile?

What do you think about the idea that they do n't like places near water, and we might be safe from them near a lake or something?

Or we can stay here. Board up this house. Hide inside our home and wait it out. Either way, at least we'll be together.

I do n't want to hear anymore talk like that. And I do n't want to see anymore faces like the ones I'm looking at.

We are going to enjoy this meal. Nothing can stop us from enjoying this meal! Enjoy!

Fine, if you all do n't want to eat, then I'm going to have some of everything.

You came out of your momma and you did n't even cry. You just opened your eyes and looked around at everybody. Your eyes were so big and gorgeous, the ladies in the room gasped.

Then they go, `` She's like an angel.'' They said, `` We've never seen a baby so beautiful.''

When they put you on the table to clean you up, you looked at me and smiled. They say babies that young ca n't smile. You smiled.

You came out and your momma kept bleeding. The doctors rushed you out of the room before I could even see you.

While they were trying to fix her up, all she kept asking about was you.

I wanted your momma to see you first. She had dreamed about you her whole life.

They waited till she felt better, then they brought you in. They placed you right in her arms. And she looked at you. And you looked at her. You just stared at each other for the longest time and then she said real soft, `` Hello Morgan, I'm you momma, you look just like I dreamed.''

He was trying to eat a second chocolate bar. Your grandma said, `` No.'' He tried to take a bite, so I grabbed it.

I must have pulled his arm at an awkward angle. His elbow popped right out of the socket.

He did n't scream or anything. His arm just flopped to his side and he got real still.

I held him in my lap in the back seat as we drove to the hospital. I could n't stop crying. We need to go into the basement now.

You know what your Uncle Merrill did right after the doctor put his arm back in place? He jumped off the table and gave me a hug. He had already forgotten that I was the one who hurt him.

Do n't be scared Morgan. We'll slow it down together. Feel my chest. Feel it going in and out. Breathe like me. Breathe like me.

Stay with me. Stay with me. I know it hurts. Be strong baby. It'll pass.

The fear is feeding it. Do n't be afraid of what's happening. Believe it's going to pass. Believe it. Just wait. Do n't be afraid. The air is coming. Believe. We do n't have to be afraid. It's about to pass. Here it comes. Do n't be afraid. Here comes the air.

There we go. We do n't have to be scared at all. We know it'll pass. We believe it. Do n't be afraid Morgan.

Feel my chest. Breathe with me. Together. The air is going in our lungs. Together. We're the same. We're the same.

Get the syringe as well. We might need to give him an epinephrine shot.

It's not contaminated. It's just tap water. Pour it in his bowl.

Your water is fine. Bo has a thing about her drinking water. She's had it her whole life. Like a tick people have. Except it's not a tick.

What if Bo's baby monitor is picking up signals from the extraterrestrials?

Listen Bo. This is very important. Everything people have written about in science books is going to change. The history of the world's future is on the TV right now. We need to record this so you can show your children this tape and say you were there.

It says they're probably very small - like my height - because, as their brains developed, there was no use for physical development. It says they're probably vegetarians, because they would have realized the benefits of such a diet.

He says there are two reasons why Extraterrestrials would visit us.

To make contact in the spirit of exploration and furthering the knowledge of the universe.

Or the other reason. They're hostile. They've used up the resources on their planet and are looking to harvest our planet next.

Yes. They would invade us using only ground tactics. Hand to hand combat. They would n't use their technology or fight an airborne battle, because they would know we would eventually use nuclear weapons and the planet would be useless to them.

They said one of two things could happen. One, they fight and are defeated and leave to return again with full forces hundreds or even thousands of years later.

They think these look like stages immediately proceeding an attack maneuver.

I once had a bad dream and I could n't wake up. I kicked at the table next to my bed and something fell on me and I woke up. It was a picture of mom. She was smiling. It made me feel safe. You mean like that?

I hope they're doing better than we are. We do n't even have helmets.

Graham holds his hand over the barbecue to see if it 's at the right temperature . The other hand holds a cordless phone to his ear .Graham stokes the coals with a LONG BARBECUE FORK .Graham moves around from behind the barbecue and heads towards the house .Beat .Graham steps through the back screen door into his KITCHEN . Graham holds the phone a little closer and talks in a HUSHED VOICE .Graham turns off the phone . He turns to put it on the counter and realizes his children are seated on the kitchen floor with one of their two German Shepherds . There is a LARGE PUDDLE on the kitchen tiles .Graham looks at the majestic dog . It 's shivering .Morgan and Bo lead their dog out with worried expressions on their faces . Graham grabs a handful of paper towels and places it on the puddle of urine . The DOORBELL rings with Graham still on his knees on the kitchen floor . He leans back so he can see down the hall . A balding police officer stands on the other side of the screen door .OFFICER EDGAR PASKI nods that he knows .Beat . Graham stares at Officer Paski .

Mrs. Kindleman twisted her ankle as she put it, `` diving for her life'' when a bunch of school kids rode down the sidewalk on skateboards. She went down to Thorton's store this morning and started spitting on the new skateboards. Spitting! By the time I got there, Mrs. Kindleman had sprayed the whole damn place. She must have had a cold or something. It was enough to turn a grown man's stomach.

What kind of machine can bend a stalk of corn over without cracking it?

Does n't sound much like Lionel Prichard and the Wolfington brothers. They ca n't take a piss without wetting the front of their pants.

Some animals around the county exhibiting uncharacteristic behavior. Sometimes violent behavior. Theo Henry had two of his fingers bit off by his cow.

No Father, they're edgy. On alert. Like they act when they smell a predator around. Peeing on themselves and everything.

You ca n't describe him at all? Do n't you think that's find of odd?

Let me ask you two something. Do n't be embarrassed by the answer. It is possible. Just possible now, you might have been chasing each other around? You said you went in opposite directions.

I do n't know Merrill. I've seen some of those women on the Olympics. They could out run me easy.

They got women's high jumping in the Olympics. They got these Scandinavian women who could jump clean over me.

Yesterday afternoon, an out of town woman stopped by the diner and started yelling and cussing cause they did n't have her favorite cigarettes at the vending machine. Scared a couple of customers. No one's seen her since. My point is, we do n't know anything about the person you saw. We should just keep all possibilities available.

I'm not done asking questions and I do n't appreciate the sarcasm.

Do you have anyone who might have a grudge or something against you? Maybe a church member, who might not have liked the fact, that you left the church?

Do you owe anybody money? You can tell me off the record if you need too.

Could everyone just take a seat on the couch. I have some preliminary thoughts.

There are three possibilities here. We'll call them one, two and three. The level one scenario is that there is a sane individual, who for real reasons wants to do you harm. I really do n't believe that's what we're looking at here. In my opinion, whoever this is, they do n't want to do harm to you all. That's kind of clear.

The level two scenario is, this is a mentally unstable person who's fixated on you and your family. This is a possibility, but a very slim one.

I assure you I will treat all three possibilities carefully, but in all likely hood we are looking at what we'll call a level three scenario. He's a watcher. Someone who this is a game for. He's laying low. Does n't want to be seen. But he wants to watch you. Study you folks.

Now I do n't want you all to worry about this no more. You're making more of this than it is.

You guys have had a tough couple of days with the vandalism to the crops and the death of your shepherd.

Maybe you guys should do something fun? Let me worry about this person. Let me find out who it is and then - What the hell are you people looking at?

Do n't ask me what I think. Cause I ca n't think straight right now. I'm going back to the station. Have a cup of Marcia's coffee and try to think clear. After that I might make some calls.

But I'll tell you something, what I said in their, still goes. You and your family have been through a lot in the last two days. Not to mention what happened to you all seven months ago.

It's left its mark still. The last thing these children need to do, is worry about some crazy things happening in the world. Take them into town. Get their minds - your mind, on everyday things. It's good medicine.

See Father, Ray's truck swerved off the road and ah. Hit Colleen and then a tree. She was pinned between the two.

She wo n't be saved. At this point she's alive, because the truck is holding her together. She does n't feel much, and she's talking almost like normal. We did n't pull the truck out, cause we wanted you to come down here to be with her, as long as she's awake. That wo n't be very long.

Bo walks from the house with a large glass of water . She moves to Houdini , who sits in the shade by the picnic table . Morgan pokes the barbecue fork into two meat patties on the grill . He places two pieces of cheese on the hamburgers , before walking over to Houdini . The two children sit down in the grass with the dog . Bo is about to pour the glass of water into the dog bowl . She stops . Takes a tiny sip of the water first . She holds the glass out to Morgan .He drinks .Bo shrugs and pours it into the bowl . Beat . Houdini just sits staring at them . He is not shivering . He does n't drink . He is unnaturally still . Bo pushes the bowl closer . HOUDINI MOVES . BO 'S HAND PULLS BACK . HOUDINI 'S JAWS SNAP SHUT IN THE AIR WHERE HER HAND USED TO BE . HE WAS JUST A FRACTION OF A SECOND LATER . BEAT . The children turn white .HOUDINI BEGINS TO GROWL . Bo stands up .Houdini crouches down .THE DOG 'S GROWL BECOMES DEEP , MENACING .The German Shepherd trembles . His body tightens . He 's about to leap . Beat .

Officer Edgar Paski stands facing Graham fifty feet away . They are on opposite ends of the crop circle . Beat . The crops all around them sway as the wind blows . Beat . Officer Paski yells over the wind .They stands in awkward silence fifty feet away from each other . Beat .

Officer Paski 's knee touches the ground . He points to a single stalk of corn laying flat on it 's side .Graham stands next to him and leans in . The joint where the stalk bends from the ground is a perfect `` L '' .Graham looks around at the hundreds of thousands of corn stalks bent over each other in a perfect wave .Beat .Graham , nods in agreement . Officer Paski stands up .We see a thought catch in Graham 's eyes . He turns back and stares in the direction of the house . You can barely see the roof over the crops . Beat .The two men stand as the wind blows lightly around them . Officer Paski notices the still expression on Graham 's face .Beat .

Morgan watches the thin line of smoke rising from the charred patties on the grill next to the overturned picnic table . Morgan 's attention moves as the crops part and his father and Officer Paski enter the backyard . They stop cold when they look in his direction . They begin a slow walk towards him . Morgan Hess is seated under the jungle gym with Houdini on his lap . Morgan is petting Houdini 's fur gently . Bo is on top of the jungle gym curled up in a ball . As Graham and Officer Paski get closer , they see Morgan is crying . Then they see the dog is laying on it side and has a BARBECUE FORK DEEP IN ITS NECK . Beat . They stare at Morgan as he slowly pulls an inhaler from his pocket and brings it to his mouth . He inhales the asthma spray . Beat . He lowers the inhaler so he can speak .Beat . Graham stares at his ten - year old son .Beat . Morgan nods , `` No . '' His tough exterior breaks as his face starts to tremble . He starts crying . Graham picks him up in his arms .Graham reaches up for Bo . She has dirt and tears on her face . Beat . She slowly climbs down . Graham carries both his children as they cry in his arms . He starts towards the house . Merrill walks out from the back holding a bowl of food .Merrill sees Houdini lying under the jungle gym .Merrill stands still with potato salad in his hands . He nods . The children watch over their father 's shoulder as Merrill runs to their other German Shepherd sitting quietly near the house and leads her by her collar across the yard to the shed . Graham reaches the porch of his house and opens the screen door . The last thing the children see as they enter the house , is the image of Officer Paski pulling the barbecue fork out of their dead dog 's neck .

Graham lies in bed . He rests his cheek against the pillow as he lies by himself .Graham stares off . Beat . He smiles a little .

The large Hess farm house sits in the moonlight . A MILLION CRICKETS AND BUGS FILL THE NIGHT AIR WITH SOUND . THEY SUDDENLY STOP . AN UNNATURAL SILENCE FILLS THE YARD .

Graham opens his eyes slowly as he stirs from his sleep . His daughter Bo stares at him from the edge of the bed . She is five inches away from his face . Graham gets startled .Beat .Graham slowly gets up from the bed . He takes his daughter 's hand and starts out of the room .Graham leads his four - year old daughter down the darkened hall .

Morgan 's body is half off his bed . Graham gently lifts him back onto the pillow and covers him up . There are two glasses of water on Bo 's bedside table . Graham moves to Bo 's bed . He sits on the edge of it . She stares back at him as she holds her panda .Beat .Beat . They both sit quietly for a moment . Graham 's eyes drift to the bedroom window . A LARGE SILHOUETTED FIGURE STANDS ON THE ROOF IN THE DARKNESS AND STARES AT HIM . THE FIGURE MOVES . HIS SHADOW PASSES OVER THE CHILDREN 'S BEDROOM AS HE JUMPS FROM THE ROOF . Graham stands . He looks to his daughter with startled eyes .

GREY SNOW FILLS THE SCREEN . Merrill sleeps in front of the family room television . A hand gently shakes him . Merrill wakes and looks up at his brother zipping up his overcoat .

Merrill quickly puts on his boots at the front door .Merrill opens the front door . It 's pitch black outside . Merrill turn to Graham and gestures with his fingers .Merrill brings his fingers together at the end of a circle .Beat . They HEAR MOVEMENT OUTSIDE . Merrill and Graham look out into the darkness .Merrill and Graham go out the front door in opposite directions .

Merrill is in a full sprint . He hugs the side of the building as he runs .

Graham runs through the darkness around the first corner of the house . He waves his arms .Graham spots a LARGE FIGURE darting around the corner ahead of him .

Merrill turns a corner full speed . THE LARGE FIGURE HAS COME TO A STOP IN THE SHADOWS AHEAD OF HIM . HE SEEMS TO BLEND INTO THE DARKNESS WHEN HE 'S STILL .Merrill charges . WE JUST MAKE OUT MOVEMENT IN THE DARKNESS AS THE FIGURE DISAPPEARS AROUND THE CORNER .

Graham and Merrill come screaming around two corners and come to a stop facing each other . Beat . They look around , panting heavily .Graham 's eyes drift above them .They follow the roof around the corner . They find themselves in the backyard . Their eyes catch movement away from the house . They just catch A GLIMPSE OF THE LARGE FIGURE as he disappears into the crops . The swing on the swing set is still moving from being hit . They stare across the yard silently . ALL WE HEAR IS THEIR HEAVY BREATHING .

Officer Edgar Paski stands on the porch with his note pad open . He faces Graham and Merrill .Beat .Graham and Merrill stare at Edgar Paski .They keep staring . Edgar closes his pad .The three men stand in the doorway . Edgar opens his pad .Morgan walks up to the front door . He holds up a baby monitor .The three men follow Morgan into the house . They pass through the family room where Bo stands at the television . She is staring at the screen . ON THE SCREEN IS AERIAL FOOTAGE FROM A HELICOPTER . THE FOOTAGE IS OF A LARGE FIELD WITH ENORMOUS CIRCLES AND DIAMONDS CARVED INTO ITS CROPS . Bo changes the channel . She finds a cartoon . She sits down on the sofa . Morgan and the men , ca n't see the screen , and move into the KITCHEN .Graham opens one of the cabinets and pulls down some batteries . He hands them to Morgan .Graham starts out of the kitchen .They all move into the FAMILY ROOM . Bo watches cartoons . THE CARTOON MUSIC AND CARTOON PRAT FALLS FILLS THE ROOM .Bo nods and moves to the television . The pack of men follow Graham up the STAIRS .They arrive on the landing and follow Graham into his bedroom . He moves into his BATHROOM . They all move in with him .Graham takes the clock radio from the sink . Tries to open the back .Graham waves the radio . The men and Morgan move out of the bathroom .They moves down the STAIRS .They move through the FAMILY ROOM . Bo 's cartoon is replaced by a special report news icon .Bo starts looking around the couch . Graham stops before entering the kitchen . The group stops with him . He looks at Bo searching the couch . He walks over to the television . There are three glasses of water on the TV set . He stands next to the set . Does n't see what 's on the screen .Bo stops looking through the sofa cushions and looks to her father . Looks at the glass .Beat . Bo turns back to her search . Graham tucks the clock radio under his arm and collects the three glasses . He heads towards the kitchen .They follow Graham and Morgan through the swinging door into the KITCHEN . Graham puts the glasses in the sink with a group of other half - filled water glasses and opens the drawer to pull out a screwdriver . He starts opening the clock radio .Graham looks at Edgar .Morgan hands Graham the baby monitor and Graham starts replacing the batteries .Graham hands Morgan the monitor . He turns it ON . THERE IS A STATIC CRACKLE WITH SPIKES OF SOUND .Morgan heads out of the kitchen .Edgar nods .Beat . Merrill walks out of the kitchen . Graham watches Edgar think it over .

Graham moves to a windowsill where more glasses of water sit . He picks them up . Sees two more on the coffee table . He gives up and puts the two glasses back on the windowsill .Morgan sits with his monitor next to Bo , who quietly watches the TV . Merrill and Graham squeeze in next to Morgan .Officer Paski walks towards the windows . Graham , Merrill and Morgan follow him with their eyes . Officer Paski walks next to the television . ON THE SCREEN WITH THE SOUND ALMOST MUTED , IS AN AERIAL SHOT FROM A HELICOPTER . A DIFFERENT ONE THAN BEFORE . THE FOOTAGE IS OF A VAST FIELD OF CROPS . THERE ARE TWO DIAMONDS FLANKING TWO SIDE OF A TRIANGLE IN THE CENTER OF THE FIELD . Officer Paski turns to them . Graham , Merrill and Morgan stare at the screen .Edgar comes around to see the screen . WE ARE ON A TV SCREEN . THE CROPS SWAY IN THE BREEZE . A HANDFUL OF PEOPLE ARE WAVING FROM THE DIAMONDS ON THE FIELD .Bo gets up .She presses the up arrows on the TV controls .The television report cuts to Columbia University PROFESSOR .Morgan takes the asthma inhaler from his pocket and breathes in deeply .Beat . THE ROOM GOES SILENT as everyone watches the images on the television screen .

- images were shot yesterday afternoon by a thirty - four year old local camera man in Kerala, a southern city of India. It is the eighteenth reported crop circle found in that country in the last seventy - two hours.

Crop circles first emerged in the late seventies with the renewed interest in extraterrestrial life. They died out by the early eighties ; dismissed as hoaxes. This new resurgence is wholly different. Elements of it are unexplainable. The speed and the quantity in which it has appeared implies the coordination of hundreds of individuals over many countries.

There is only a limited amount of explanations. Either this is one of the most elaborate hoaxes ever created, or basically.

Mexico City officials as well as U.S. officials have confirmed that these are not air crafts from either government's airforce. The first sighting was made by an Air Mexico 747 en route from Mazatlan to New York as the unidentified crafts entered Mexico City air space. They were not detected by radar by either country.

You're seeing a live feed from our NBC affiliate down in Mexico City. The time there is 7:17 pm. This image has not been adjusted or enhanced in any way. What you're seeing is real.

The startling footage we're about to show you was photographed by a forty - two year old Romero Valadares.

This video was taken yesterday afternoon at his son's seventh birthday, in the city of Passo Fundo, Brazil. It was sent to the local news bureau there and satellited to us a few minutes ago. All initial opinions are ; this is genuine.

Tel Aviv joins Nairobi, Lagos and Jerusalem as the latest to confirm the appearance of lights. There are lights in the skies over an estimated two hundred and seventy four cities. That total could be as high as four hundred within the hour.

Hundreds of thousands have flocked to synagogues, churches and temples.

Ground forces are being assembled in countries throughout the globe.

The two men walk down the driveway to Edgar 's patrol car .Edgar turns back to Graham .Edgar stares at Graham .

WE MOVE THROUGH BACK ROADS OF BUCKS COUNTY . RURAL PENNSYLVANIA IN ITS MOST BEAUTIFUL . TREE LINED STREETS . WHITE PICKET FENCES . APPLE ORCHARDS . The Hess family rides in their station wagon . Graham drives . Merrill is shotgun . The children are in the back . Morgan leans forward and TURNS ON THE RADIO .CLICK . Graham TURNS IT OFF .Morgan nods and then plops back into the backseat .

Parts of China and Northern Korea are among the few remaining to verify withdrawals.

Downtown Bucks County . A group of small stores along a quiet street . The Hess station wagon pulls in front of a free parking meter . Graham steps out the driver 's side and looks around . Merrill puts change in the meter . Morgan walks up to Graham with Bo .Morgan holds out his hand . Graham gives his son a look as he reaches into his back pocket .Morgan takes the money Graham gives him , then takes Bo 's hand and walks down the sidewalk . Graham watches them turn into a store . Merrill steps onto the sidewalk . Hands in his pockets as he walks away . Graham turns and calls after him .Merrill waves over his shoulder . He keeps walking . Graham starts across the street to the pharmacy .

A mom and pop bookstore . Three isles wide . MR. AND MRS. NATHAN , a couple in their early seventies , sit behind their counter and watch a black and white TV . The PICTURE ON THE TELEVISION IS OF A WHEAT FIELD . THREE ENORMOUS TRIANGLES SURROUND A CIRCLE . Morgan steps up to the counter .Morgan shrugs . Mrs. Nathan pushes her husband aside .Mrs. Nathan points over to the far corner .

That's what they keep alluding to. It's just a bunch of crock. They're trying to sell sodas, plain and simple. I've been watching these reports since morning. I've seen twelve soda commercials so far. Twelve!

As a matter of fact, I think we have one. Came by mistake in a shipment. Decided to keep it for city people.

Graham waits at a white counter . A gum chewing PHARMACIST in her early twenties , who looks like she 's in her teens , glances through back shelves of medicines as she listens to the radio .The Pharmacist looks back at Graham and then reaches up and TURNS OFF THE RADIO . She quietly finds the prescription on the shelf and moves to the counter across from Graham . She does n't ring it up . She just stands there fiddling with the bag holding Morgan 's medicine . Beat .Graham stares at the girl . Beat . He nods `` yes . ''Beat . Graham leans forward on the counter and takes the girl 's hands in his . He talks very slowly .Beat . When Tracey speaks her VOICE IS A BIT SHAKY .Graham looks at the young girl 's teary eyes . He exhales slowly .

Why is no one saying the obvious? This is just a rash case of copycats. Someone, somewhere, does the first one. It's on TV, it's on the internet. In less than an hour a couple hundred people get the same brilliant idea and here we are. on the verge of mass hysteria.

Joe Gills was in here talking about the end of the world. I'm just a little scared.

I cursed thirty - seven times last week. I said the f - word a couple times, but mostly `` shits'' and `` bastards.''

I stole a bottle of Ruby red lip stick from K - mart. I punched my brother in the back three times.

Merrill stares up at a poster with a muscular guy in an Army uniform standing at attention on a beach . We are in a narrow ARMY RECRUITING CENTER . Inside the small storefront space is a desk . A gentleman sporting a CREWCUT sits behind it . A young man , Merrill 's age , sits at a side card table filling out some forms .Merrill realizes the crewcut guy is talking to him .The crewcut guy savors the beat of silence .It takes a second , but Merrill smiles . The crewcut guy smiles back . Merrill points at a poster .The crewcut guy reaches to a stack of brochures . Picks the top brochure and hands it to Merrill . The crewcut guy begins to stare at Merrill closely .Merrill looks up from the brochure . Beat .Merrill not , `` yes . ''Beat .Merrill turns to the young man , about his age , who sits at the folding table .LIONEL smirks .Beat .Beat . Merrill tucks the pamphlet in his jacket . Looks like he 's not going to say anything . When he does , the words are soft and worn ; they 've been said a hundred times .Beat . The crewcut guy shakes his head . Merrill turns and starts walking . As he passes Lionel , Merrill makes a small , quick move in Lionel 's direction , like he might hit him . Lionel flinches and covers his face . Merrill walks out the door of the army recruiting office .

I've had two separate folks tell me they think there are strangers around these parts the last couple of nights. Ca n't tell what they look like, cause they're staying in the shadows - covert like. No one's got hurt mind you. And that's the give away.

It's called probing. It's a military procedure. You send a reconnaissance group, very small, to check out things. Not to engage, but to evaluate the situation. Evaluate the level of danger. Make sure things are all clear.

Shit. I know you. You're Merrill Hess. I was there that day you hit that five hundred and eighty seven footer over the left field wall and set the record. That thing had a motor on it. It's still the record right?

Boy, why are n't you in the pros making stacks of cash and getting handfuls of T and A?

He'd just swing as hard as he could every time. It did n't matter what the coach said, did n't matter who was on base, he'd whip that bat through the air as hard as he could. Looked like a lumber jack chopping down a tree.

Graham glances at the girl as she sits sideways to him at the counter .Graham 's eyes widen .Graham looks around the empty store for help .

Bo sits at a tiny reading table and drinks a glass of water . There is another glass , half - full , on her table . Mrs. Nathan watches as the little girl takes careful sips . Beat . Bo looks up with a grimace .MRS. NATHAN YELLS TO MR. NATHAN AT THE FRONT OF THE STORE .Morgan does n't look up from the extraterrestrial book .Bo shrugs . She places the glass she sipped on the table with the other glass . Mrs. Nathan stares at the four - year old .Everyone turns to the front of the store where Mr. Nathan points to the TV screen . A Coke Cola commercial is on . Beat . Mrs. Nathan turns back to find Morgan holding out the extraterrestrial book to her .

Merrill , Morgan and Bo are waiting in the parked car . Beat . The driver 's side opens and Graham sits in .Beat . Everyone nods , `` yes . '' Graham puts the key in the ignition and turns the car on . Merrill watches as Graham 's hand goes to put the car in reverse - and then stops . Graham is staring out the windshield . Merrill follows his stare to a thin , thirty - year old man in a LEATHER JACKET coming out of a store . Merrill 's face changes expression too . They both stare as the man passes in front of the car .Everyone in the car watches the man in the leather jacket as he steps off the sidewalk towards the truck . It 's here that he notices the stares . He glances up to see the faces watching him from the station wagon . The leather jacketed man keeps moving to his truck . He gets in , turns it on , and without looking over to the station wagon , backs out of the parking lot . Beat . The Hess family sits quietly .Nobody says anything for the longest time .Graham puts the station wagon in reverse and backs out into the street .

THE SKY IS GOLDEN RED . The crops sway hypnotically in a gentle breeze . The Hess station wagon pulls into their driveway . It comes to a stop in front of the house . The engine goes off . No one gets out .

All four sit quietly not getting out . A MUFFLED SPIKE OF NOISE IS HEARD FROM THE BACK SEAT . Graham and Merrill turn and see Morgan pull the baby monitor out of his jacket . He holds it in his lap . Beat .Beat .THE MONITOR SPIKES WITH A SUDDEN CRACKLE . MORGAN PULLS IT AWAY FROM HIS EAR .Morgan turns a knob on the side . THE VOLUME SUDDENLY JUMPS UP ON THE MONITOR . WE HEAR BEEPS IN THE STATIC . THE RED LIGHTS ON THE FRONT OF THE BABY MONITOR LIGHT UP WITH EACH BEEP .Morgan hands Graham the monitor in the front seat . THE BEEPS COME AND GO AS THEY GET COVERED BY THE STATIC .Beat . Nobody gets out of the station wagon .Graham pulls the handle . His door opens . He waits before getting out . The other three station wagon doors open right after . OUTSIDE CAR Graham stands and closes his driver side door . THE MONITOR CHANGES SOUNDS . THE BEEPING DISAPPEARS . THE STATIC BECOMES LOUDER , BECOMING A MOVING , SWIRLING SOUND TEXTURE .Everyone becomes frozen , standing next to the station wagon . Three of the doors are open . IN THE TEXTURE OF SOUND , JUST FOR A MOMENT , WE HEAR SOMETHING THAT SOUNDS LIKE .Everyone stares at the baby monitor in Graham 's hand .Graham does n't move his arm . He keeps it out in the air where he had it as he closed his door . Graham looks to Merrill over the roof of the station wagon .THE SWIRLING TEXTURE SOUND FLOATS THROUGH THE AIR ABOVE THE STATION WAGON .Beat . Graham moves . He hands the monitor over the hood . Merrill reaches for it . THE SWIRLING , MOVING TEXTURE BECOMES LOUD AND FILLED WITH UNINTELLIGIBLE NOISES .Graham and Merrill freeze - both touching the monitor over the roof of the station wagon . WE HEAR SOMETHING THAT SOUNDS LIKE A VOICE EMERGE AND THEN QUICKLY FADE AWAY .Merrill concentrates on THE SWIRLING MOVING TEXTURE COMING FROM THE BABY MONITOR . Graham looks around at his rapt family .Graham looks at Merrill , who 's now one of them . Beat . Morgan is the first one to move .He moves from the back passenger door to the back bumper where he begins to climb onto the station wagon .Morgan crawls on the roof and takes the monitor ever - so gently out of Graham and Merrill 's outstretched hands .Merrill climbs up over the side and joins Morgan on the roof . Merrill keeps a hand on his nephew . Morgan raises the monitor above his head . THE RED LIGHTS ON THE BABY MONITOR ALL TURN ON . THE SWIRLING TEXTURE COMING FROM THE MONITOR BECOMES SOMETHING MORE MECHANICAL , LIKE THE HUM OF LARGE EQUIPMENT IN THE DISTANCE . THE VOICE LIKE SOUNDS ARE UNDER A CRACKLE BUT ARE CLEARER AND LOUDER . Bo runs to the front bumper and climbs onto the hood .Graham cuts her off by taking a seat on the hood . He takes hold of Bo . All four are on the car now . Morgan stands up on the roof of the station wagon . Merrill holds him by the waist . Bo tries to get up onto the roof by climbing over Graham and the windshield . Graham boosts her up over his head with both hands .Merrill reaches out his free hand . Bo reaches out to him . THE SOUND FROM THE MONITOR SUDDENLY CHANGES .Everyone STOPS exactly where they are . Graham holds Bo over his head . Bo reaches out to Merrill . Merrill sits on the roof with one arm out . Morgan stands with the baby monitor raised high in the air . The Hess family remains very still on the hood of their station wagon as they listen . THE CRACKLING IS GONE . THE VOICE - LIKE SOUNDS ARE CLEAR AND UPFRONT . THERE ARE TWO DISTINCT TONES IN THE MIX .THE VOICE - LIKE SOUNDS ARE NOT WORDS BUT MORE LIKE GRUNTS AND GURGLING LIKE SOMEONE DROWNING . THE SOUNDS ARE BEING CREATED BY INHALES , NOT EXHALES . A SEQUENCE OF THESE SOUNDS IN ONE TONE IS FOLLOWED BY SILENCE AND THEN THE SECOND TONE BEGINS ANOTHER SEQUENCE LIKE A CONVERSATION . Graham struggles to hold Bo up . Bo struggles to keep her arms out . Merrill struggles not to turn his face to the incredible SOUNDS ABOVE HIS HEAD . THE TONES ESCALATE IN VOLUME . Morgan 's eyes widen as THE SEQUENCE OF SOUNDS BECOMES SHORTER AND FASTER . THE TONES BECOME HARDER , ANGRIER . THE SILENCES ALMOST GONE . THE VOICE - LIKE TONES REACH A LOUD FEVERISH PACE , ALMOST VIOLENT AND THEN WE HEAR A CLICK AND THEY 'RE GONE . Beat . Everyone looks up at the baby monitor . The red lights are off . ONLY THE BLAND HUM OF NORMAL STATIC COMES FROM IT 'S SPEAKER . Beat .Graham brings Bo down into his lap . Morgan takes a seat next to Merrill on the roof . The Hess family sits like mental patients on the top of their station wagon .

WE ARE AT THE EDGE OF THE CROPS LOOKING BACK AT THE HOUSE . The LIGHTS are on in the kitchen . We see Graham , Merrill and the children doing dishes after dinner . The DOG IS BARKING FURIOUSLY . OUR VIEW TURNS TO LOOK AT THE BARN THROUGH THE CROPS . Isabelle , the remaining German Shepherd is tied to a post outside the barn . The dog whips back and forth frantically . She keeps looking in our direction . WE HEAR A SCREEN DOOR OPEN . WE TURN TO LOOK BACK AT THE HOUSE . Graham steps out the back screen door with a bowl of dog food and a bowl of water . We watch him as he walks towards the frantic dog . When he gets close , Graham slows . He approaches the dog carefully . He places the two bowls close but not too close . The dog has no interest in them . She keeps barking and glaring in our direction . Graham watches her for a few moments , and THEN TURNS AND LOOKS DIRECTLY AT US FROM ACROSS THE YARD . WE PULL BACK INTO THE DARKNESS OF THE CROPS .

Graham stands frozen looking across his yard . Isabelle , the dog turns in desperate circles behind him . Graham 's eyes stay focused on the same point in the darkness . He talks to no one .Beat . Graham starts to move .Graham reaches the barbecue area . There 's a flashlight on the picnic table . Graham TURNS THE FLASHLIGHT ON . A NARROW BEAM FALLS ON THE GRASS FIVE FEET AHEAD OF HIM . Graham starts toward the crops .THE BEAM OF LIGHT FALLS ON THE WALL OF CORN CROPS LINING THE BACKYARD . Graham steps right up to them . He hesitates and then steps into the field of CORN CROPS . We ca n't see two feet in any direction . Six foot stalks of corn line Graham on all sides . THE FLASHLIGHT THROWS A WAVERING BEAM ON THE CROPS AHEAD OF HIM .THE BEAM OF HIS FLASHLIGHT FINDS A NARROW PATH . Graham starts following it . His shoulders brush crops on either side .SOMETHING MOVES UP AHEAD . Graham stops . HE SHINES HIS LIGHT DOWN THE PATH . Nothing but crops disappearing into darkness .THERE 'S MOVEMENT RIGHT NEXT TO HIM . Graham spins and aims the FLASHLIGHT AT THE CROPS TO HIS RIGHT . THE LIGHT ONLY PENETRATES A FEW FEET INTO THE CROPS .Beat . There is no response . GRAHAM CAN HEAR HIS OWN BREATHING . IT SOUNDS HEAVY , ECHOISH . LIKE THERE 'S TWO OF HIM . Beat . Graham holds his breath . THE SOUND OF SOMEONE ELSE BREATHING CONTINUES BEHIND HIM . Graham turns and drops the FLASHLIGHT at the same time . THE BEAM OF LIGHT TURNS OFF WHEN THE FLASHLIGHT HITS THE GROUND . GRAHAM IS IN DARKNESS NOW . HE LOOKS IN THE DIRECTION OF THE BREATHING . BUT CA N'T SEE ANYTHING . HIS OWN BREATHING IS FAST AND LOUD NOW . Graham kneels down and gropes in the darkness . His hands search over the ground in all directions . They finally touch the flashlight . Graham quickly fumbles with it to find the `` on '' button . He does . A BEAM OF LIGHT SHOOTS ACROSS THE GROUND . SOMETHING POWDERY WHITE STANDS FIVE FEET AWAY . It instantly moves into the darkness . Graham tries to get up . He stumbles backwards into the crops . He 's tangled in crops as he struggles to rise . He gets up and starts running . Leaves and stalks slap him from all directions . He panics . He does n't know where he is . THERE IS SOMETHING COMING BEHIND HIM . Graham makes a sudden right turn . He puts his hands in front of him to protect his face and eyes . He 's running as fast as he can . HE HEARS STALKS OF CORN BREAKING BEHIND HIM . Another sudden turn , this time left . Graham emerges into his BACKYARD . Graham keeps running across the yard . ISABELLE BARKS FRANTICALLY . When Graham reaches the porch stairs , he stops and turns . There is no one behind him . The wall of crops fifty feet away sway in the gentle night breeze . Graham gains control of his breathing . He turns and walks to the screen door , slowing his breathing down with each step .

Graham steps into the kitchen . His hair is messed . His shirt has a few leaves from corn stalks stuck to it . He locks the back door . The children do n't notice his presence . They 're splashing each other at the sink as they clean the dinner dishes . Graham looks through the kitchen doorway to the family room . He sees Merrill there . Merrill 's hands are in his pockets as he stares at the WOODEN BASEBALL BAT mounted above the fireplace . Merrill does n't notice him either . Graham takes two steps to the kitchen table and slowly takes a seat . His breathing is a slow controlled pant . He runs one shaky hand through his hair as he gathers himself and thinks . His kind eyes stare down at the ground as he slows his mind . Beat . Merrill is the first to notice him . He moves from where the baseball bat is hung , into the kitchen . As he passes the children at the sink , he turns off the faucet . The children stop playing and look up to Merrill . They follow his stare to the kitchen table . Beat . Graham looks up at them .

THE TV GOES ON WITH A CLICK . THE SCREEN BLOWS WHITE AND THEN IMMEDIATELY DARKNESS . OUTLINES AND SHAPES EMERGE . THE SOUND POPS ON .THE SCREEN FILLS WITH CRISP BLACKS . WE ARE WATCHING VIDEO OF A NIGHT SKY OVER A DENSE CITY . THE THOUSAND LIGHTS OF THE CITY FILL THE BOTTOM OF THE SHAKING IMAGE . ANOTHER SET OF LIGHTS DOT THE SKY ABOVE THE CITY . THEY ARE ARRANGED IN TWO `` V 'S '' SIDE BY SIDE . Bo puts her finger to the screen and counts the hovering lights .Morgan , Merrill and Graham stand silently before the television set .Beat .Beat . Everyone just watches the fourteen lights hovering on the screen .Morgan reaches into the pile of video tapes under the television stand . He grabs one . Bo snatches the video as Morgan tries to put it into the VCR .Morgan stares at his sister .Graham does n't take his eyes off the screen .Graham and Merrill sit down at the same time on the sofa . They both have the same dazed , slow movements . Morgan rummages through the pile of videos frantically . He finds one and reaches for the VCR .Morgan slams the tape marked `` Bay Watch '' into the VCR and presses record . He 's breathing heavy now . Wheezing actually . Morgan moves to the sofa and takes a seat in between his father and his uncle . Bo walks over and squeezes in also . The four of them stare at the television .Beat .Morgan brings his asthma spray to his mouth and inhales .

Today there are no countries, and no races, and no differences - we are all apart of the same -

The family room lights are off now . The TV is still on . The SOUND IS MUTED . There are a couple glasses of Bo 's water on the television now . The fourteen lights are still hovering on the screen . Morgan is asleep on Graham 's lap . Bo is asleep on Merrill 's shoulder .Graham turns his sleepy eyes away from the screen to Merrill .Merrill looks his brother in the eyes . Beat .Beat . Graham thinks it over .Beat . Merrill is deep in thought .Merrill looks at the TV screen . Beat .Graham smiles .Beat .Beat .The two of them turn back to the silent screen of the television . It 's a long beat before Graham speaks .Beat . Merrill turns and stares quietly at his brother .Merrill 's mouth opens a bit . Graham turns and chuckles at his expression .Merrill nods , `` No . ''Graham turns back to the television . Beat . THE LIGHT OF THE TELEVISION FLICKERS ON THE FACES OF THE TWO BROTHERS AS THEY SIT WATCHING IN SILENCE .

Graham 's eyes open . DAYLIGHT FILLS the family room . He is alone on the couch . Alone in the room . He looks to the television . It 's not there . Graham moves to his feet and look around the room . His eyes stop on an EXTENSION CORD that runs from a wall outlet in the family room , across the front hall , and under a closet door . Graham moves to the door . WE HEAR MUFFLED TELEVISION VOICES . Graham opens the CLOSET . Merrill looks up . He 's seated on a kitchen chair with the television on a roll - away stand crammed in with him .Beat . Graham looks at the TV screen . There 's a daylight shot of Mexico City . The skies are empty above it .Merrill puts a finger in the sky on the screen .Merrill 's finger trails to the bottom of the screen .Graham looks at the empty sky on the screen with different eyes .

We are inside Graham 's bedroom facing his bathroom door , which is closed . The same sun - faded outline of where a large cross used to hang , is stained on the wall next to the door . Graham opens the bathroom door and steps out with wet hair . He towels it dry as he moves to his bedroom window . WE LOOK OUT THE SAME WINDOW WE LOOKED OUT AT THE VERY BEGINNING . The backyard is large and green with a wooden jungle gym . A single tree throws shade onto a picnic table . The back of the yard is lined by corn crops . Golden and brown . Six feet high . The crops go on well beyond our view . Graham stares at them quietly . Watching . Beat . THE SOUND OF WHISPERING DRAWS HIS ATTENTION FROM THE WINDOW . He listens closely . HIS CHILDREN ARE WHISPERING IN THE NEXT ROOM .

Graham walks into the hall and looks in their room . Morgan and Bo are seated on the edge of their bed . They have TIN FOIL wrapped around their heads like a helmet . Graham stares at his children .Morgan holds up the book he bought from Nathan 's bookstore . Graham enters the room . The children make space for him on the bed . He takes a seat between them . Morgan puts the book on his father 's lap .Graham looks on the back cover for a picture . There 's none there .Morgan closes the book .Bo points at the book .Graham looks at his two children with foil on their heads .Beat . Morgan puts the book on his father 's lap .Beat . Morgan opens the tome .Beat . Graham acknowledges with a nod that he did have a tone .Morgan turns the page .Graham looks at an illustration of a small , bulbous headed figure shaking hands with a bearded human .Morgan turns the page . There is a picture of a house . A space ship is hovering over the home shooting laser beams at it . Beat .Morgan and Bo lean in closer to look at the picture . Beat .The three of them study the picture of the house . It 's on fire . Their eyes move to the front yard . There are three bodies lying dead on the front lawn . Two are children . THE PHONE RINGS . The children SCREAM and cling to their father . THEIR SCREAMS DIE DOWN . The PHONE RINGS again . Graham gets up . He closes the book .Graham steps out into the hallway . He tucks the book under his arm and picks up the phone .THROUGH THE PHONE WE HEAR SUDDEN SCUFFLING , A CHAIR SQUEAL AGAINST THE FLOOR and then the phone disconnects .NOTHING BUT DEAD AIR . Graham looks at the receiver and then slowly hangs it up . Graham walks down the hall to a small window . The window looks down the driveway and out onto the road . Graham stares into the distance . About a half - mile away we see the TIP OF A HOUSE . Graham gazes at it for a beat .

Graham comes down the stairs with his overcoat on . He moves to the closet door and knocks on it before opening it . Merrill looks up from the television .Merrill nods .Graham starts down the hall . Merrill steps out of the closet for the first time . He looks down the hall shocked .Graham unlocks the front door .

BLUE SKY - OUR VIEW MOVES OVER CLOUDS . WE ARE LOOKING THROUGH SOME KIND OF LENS .Morgan pulls his eye away from the telescope that is set up on the window seat in his room .Bo nods , `` Yes . ''Bo nods , `` Yes '' slowly .Bo hugs Morgan tight .Bo keeps hugging Morgan .Beat . Morgan peels Bo 's arms off of him .Bo lets go . Morgan puts his eye to the eyepiece of the telescope .

A mailbox reads `` R. Reddy . '' There is a gray and white house at the end of the quarter mile driveway . We saw the roof of this house from the Hess hallway window . Graham stands at the front door and RINGS THE DOORBELL AGAIN . Beat . Graham tries to look inside . Curtains block his view . Graham walks around the porch . Turns the corner of the house . He looks in a side window . THE VIEW THROUGH THE WINDOW IS OF A KITCHEN . THE KITCHEN CHAIRS ARE ON THEIR SIDE . THE KITCHEN TABLE ITSELF , IS UPSIDE DOWN , LEANING AGAINST A CLOSED DOOR . THE ROOM IS TOTALLY WRECKED . Graham stands straight up . He looks around nervously . He takes two steps back towards the front of the house and the safety of his station wagon before he notices the GREEN TRUCK parked to the side of the house . There is someone sitting in it .

The passenger side window of the truck is open . Graham steps up to it and looks inside . The thin man with the leather jacket , we saw in town , sits behind the wheel . He stares out the windshield . He is covered in sweat .RAY REDDY does n't look over . Does n't react . Keeps staring . Ray clutches the steering wheel tightly , turning his knuckles a yellow white . Graham glances to the backseat of the truck . There are two large bags over flowing with clothes . Graham 's eyes gently move back to Ray and drift down to the TWO BLOOD STAINED AREA ON HIS SHIRT . Beat .Beat . Ray does n't look over when he speaks .Tears start falling down Ray 's face .Ray finally turns . His red face quivers as he talks .Ray starts the car .Beat .Ray looks at Graham .The two men stare at each other for a beat . Ray looks away . He puts the car in drive .Graham steps away as the truck moves forward and pulls down the driveway .

I wrote your number down to call you. It's been sitting next to the phone for six months. When I knew it was inside the house, I could n't think of any other number to call. I panicked.

I worked so long that night. I ai n't never fallen asleep driving before. And never since. Most of the ride home, there was n't a car insight in either direction. If I'd fallen asleep then, I'd a ended up in a ditch with a head ache. It had to happen at that right moment. That certain ten - fifteen seconds when I passed her walking. It was like it was meant to be.

I guess if this is the end of the world, I'm screwed right? People who kill Reverends' wives are n't exactly ushered to the front of the line in heaven.

To the lake. The way I see it, all the places marked in the crops and such - none of them are really near water. I figure they do n't like water.

And do n't open my pantry Father. I locked one of them in there.

Merrill 's head is leaned against a bunch of winter coats . His eyes are closed .Merrill 's eyes open .THE TELEVISION ANCHOR APPEARS FLUSTERED .Merrill sits up in his chair . THE PICTURE OF THE ANCHORMAN IS REPLACED BY A HANDHELD VIDEO IMAGE ON THE TV SCREEN . THE IMAGE IS OF A FAMILY ROOM WHERE A BUNCH OF CHILDREN IN DRESS CLOTHES CROWD AROUND A SLIDING GLASS WINDOW . THE CHILDREN ARE SPEAKING PORTUGUESE EXCITEDLY . THEY LOOK AT THE CAMERA AND POINT TO THE OUTSIDE THROUGH THE GLASS DOORS . THE HANDHELD IMAGE MOVES OVER THEIR SHOULDERS TO LOOK OUT THROUGH THE GLASS INTO A CRAMPED BACKYARD . THERE IS A RECTANGULAR TABLE WITH PARTY DECORATIONS AND AN UNTOUCHED BIRTHDAY CAKE ON IT . COLORFUL BALLOONS FLOAT AROUND THE BACKYARD . THERE IS NO ONE OUTSIDE . THE IMAGES PANS AROUND THE DENSE FOLIAGE THAT FORMS A WALL AROUND THE YARD . THE IMAGE ZOOMS AND SEARCHES IN THE DARKNESS OF THE BRANCHES . The chair in the closet CREAKS as Merrill leans forward a little towards the television screen . WE HEAR A BURST OF PORTUGUESE . THE IMAGE PANS AWAY FROM THE GLASS DOORS BACK INTO THE HOME . WE LOOK DOWN A NARROW HALL TO THE KITCHEN . A BOY WITH A BIRTHDAY HAT IS SEATED ON THE KITCHEN COUNTER , POINTING FRANTICALLY OUT THE KITCHEN WINDOW . HE YELLS IN PORTUGUESE . THE CROWD OF CHILDREN AROUND THE GLASS DOORS START RUSHING INTO THE KITCHEN . THEY ARE JOINED BY A FEW ADULTS . THE IMAGE FOLLOWS THEM IN . THE KITCHEN WINDOW IS BLOCKED BY HEADS WHEN WE FIRST ARRIVE .THE IMAGE FINDS AN OPENING OVER THE SHOULDER OF THE BOY WITH THE BIRTHDAY HAT AND ANOTHER CHILD . WE ARE NOW LOOKING OUT THE KITCHEN WINDOW . WE SEE A NARROW ALLEY ONLY A FEW FEET WIDE CREATED BY A STONE WALL AND A SMALL GARAGE BUILDING . ON THE OTHER SIDE OF THE WALL IS DENSE FOLIAGE . THE WALL ENDS A FEW FEET AFTER THE GARAGE BUILDING . WE HEAR THE CHILD 'S VOICE VERY CLOSE TO US SPEAKING IN PORTUGUESE . THE CAMERA PANS JUST A LITTLE AS THE FACE OF THE LITTLE BIRTHDAY BOY FILLS THE SCREEN . HE TALKS EXCITEDLY DIRECTLY AT US AND AT SOMEONE BEHIND THE IMAGE .THE BOY GESTURES TO THE GARAGE BUILDING . THE IMAGE SETTLES BACK ON THE WINDOW . WE STARE AT THE NARROW ALLEY . THE IMAGE ZOOMS A BIT . SEARCHES THE EDGE OF THE GARAGE BUILDING . THE IMAGE STARTS WIDENING OUT . AND THEN WE SEE IT . THE KITCHEN ERUPTS WITH CHILDREN 'S SCREAMS AS A LARGE NON - HUMAN FIGURE MOVES FROM THE GARAGE BUILDING TO BEHIND THE WALL . IT 'S OUT OF SIGHT IN LESS THAN A SECOND . Merrill is frozen like a statue . His mouth is open a little . The closet FILLS WITH THE PANDEMONIA OF THE KITCHEN ON THE VIDEO . THE VIDEO IMAGE ON THE NEWS , PAUSES . BEAT . WE SEE IT REWIND . WE SEE THE FIGURE ZIP BACK BEHIND THE GARAGE IN A FLICKER . THE VIDEO STOPS . PLAYS AGAIN . THE IMAGE ZOOMS A BIT . SEARCHES THE EDGE OF THE GARAGE BUILDING . STARTS TO WIDEN OUT . THE KITCHEN STARTS TO FILL WITH SCREAMS AS THE FIGURE APPEARS . THE IMAGE FREEZES . THE NEWS HAS PAUSED THE VIDEOTAPE ON THE EXACT MOMENT THE NON - HUMAN FIGURE IS VISIBLE . IT 'S HALFWAY ACROSS THE ALLEY . IT 'S MOTION HAS BLURRED IT , BUT YOU CAN TELL ITS SHAPE NOW . Merrill Hess stares stunned at the IMAGE OF AN UPRIGHT ANIMAL LIKE CREATURE . THE STRIATIONS ALL OVER ITS BODY LOOK LIKE BRANCHES . EXACTLY LIKE BRANCHES . THEY MATCH THE BUSHES WHERE IT WAS HIDING , PERFECTLY .

The door swings open slowly . Graham steps into Ray Reddy 's kitchen . Cabinets are open . Dishes are broken . Chairs are turned over . The faucet is running full blast . Graham 's eyes move across the room . The kitchen table is upside down and leaned up against the pantry door . THE SOUND OF A GLASS JAR BREAKING ON THE GROUND CAN BE HEARD INSIDE THE PANTRY . Graham takes a few conservative steps to the middle of the kitchen . He leans a little bit and listens . From behind the pantry door WE HEAR THE SOUND OF BREATHING . THERE ARE QUIET MOVEMENT SOUNDS . THE SOFT SOUND OF GLASS BEING CRUSHED AS IT 'S BEING WALKED ON . Graham can almost see the bottom of the door around the leaning table . Graham stands up straight and thinks it over . Beat . Graham takes two small steps closer . When he leans , he can now see the entire bottom of the pantry door . THERE IS LIGHT LEAKING OUT FROM BENEATH IT . THERE IS SHADOW BEING THROWN FROM INSIDE THE PANTRY . THE SHADOW MOVES BACK AND FORTH UNDER THE DOOR .THE SHADOW STOPS MOVING . Beat .SILENCE . There is no movement from the pantry . Beat .THE ONLY SOUND IN THE KITCHEN IS THE SOUND OF THE FAUCET RUNNING . Graham waits for a reply , but none comes .Beat . Graham bends down where he stands . He puts his head near the wood floor . He tries to look under the door . All he can see are the bottoms of a couple shelves in the corner of the pantry . He 's at too severe an angle . Graham sits up . He 's only four feet away from the pantry door . He looks around not knowing what to do . His eyes fall on a bunch of kitchen knives that have spilled from a drawer onto the floor . He takes a butcher knife from the group and moves closer to the door . Beat . He reaches with the butcher knife underneath the slanted kitchen table . He uses the knife like a mirror to see under the door . Graham watches the SOFT REFLECTION IN THE FLAT STAINLESS STEEL SURFACE OF THE BLADE . WE CAN MAKE OUT BROKEN GLASS AND RIPPED OPEN PACKETS OF RICE AND CEREAL ON THE GROUND . THERE ARE POCKETS OF SHADOWS WE CA N'T SEE INTO . Graham pulls the knife out . He sits there kneeling two feet from the door . Beat . He takes a deep breath and starts to lower his head under the slanted table . He stops halfway down . He loses his nerve and sits up . He rises to his feet as he places the butcher knife on the counter . Graham starts walking across the kitchen . He gets to the door . Puts his hand on the doorknob . He stays like that for a long time . Beat . Graham lets go of the doorknob - He turns and walks quickly across the kitchen - He picks up the butcher knife - He kneels down next to the pantry - He ducks his head under the slanted kitchen table - He places his cheek to the floor , only inches from the bottom of the door , and looks into the pantry . There is broken glass and rice throughout the wooden floor of the pantry . Nothing else . Graham stares at his VIEW OF THE FLOOR . Something 's wrong . Parts of it feel like a painting . THE PAINTING MOVES . TWO BLACK EYES OPEN - SEEMINGLY SUSPENDED IN THE MIDDLE OF THE ROOM . THEY ARE SIDEWAYS . THEY LOOK AT GRAHAM . GRAHAM YELLS . HE JOLTS UP . HIS HEAD HITS THE SLANTED TABLE HARD . FOUR LONG FINGERS AND CLAWS , THE EXACT COLOR OF THE WOODEN FLOOR REACH OUT AND MISS HIS FACE BY A FRACTION OF AN INCH . GRAHAM REACTS . THE BUTCHER KNIFE COMES DOWN FAST AND HARD ON THE PROTRUDING WOOD COLORED FINGERS . SLAM ! WE HEAR AN UNBEARABLY HIGH - PITCHED INHALE SOUND FROM INSIDE THE PANTRY .

The station wagon knocks over the `` Ray Reddy '' mailbox as it turns sharply onto the road . Graham picks up speed as he passes the wall of crops on his right . THE STATION WAGON SUDDENLY BRAKES . Two black skid marks form on the road as the station wagon comes to a fast stop . Beat . Graham gets out of the car . He walks a few feet ahead of the station wagon . He bends down in the middle of the road . A BIRD lays limp on the asphalt . Its head is crushed . Graham gazes at the still pile of feathers . Beat . Graham turns and looks straight up at the BLUE , CLOUDLESS SKY above him .

Graham enters his front hall . He closes the door and locks it behind him . He turns and looks into the family room . Morgan and Bo and Merrill are seated together on the sofa . All three are wearing foil helmets . Beat .Graham stares at his family huddled on the couch . Beat . Graham takes in the news as he moves to the stairs . He takes a seat on the second to last step . He sits obscured by the balusters . Beat .The words hang in the air . Graham sits quietly on the second step of the stairs .Beat .No one raises their hand .All four put their hands in the air . Beat . They lower them and sit in silence .Beat .

WE ARE WATCHING THE HOUSE FROM THE CROPS . We see Graham inside the house , closing the window shutters in one room after another . WE SEE a stack of wooden boards on the porch . OUR VIEW MOVES to the barn where Isabelle is tied . She is not pacing . She is not barking . She sits staring right at us . She is shivering . OUR VIEW MOVES to the garage building where we see Merrill carry a huge pile of his clothes and things down the stairs . He 's moving into the main house . Merrill walks across the yard . His eyes look around carefully as he moves . Part of the pile in his arms falls to the grass as he crosses the lawn . He stops walking and starts to gather up the fallen things . He picks up a couple shirts and two baseballs encased in glass cases . The glass encasing one of the souvenir baseballs , has cracked . He takes the ball out . Stares at it . We watch from the crops as Merrill puts down his pile of clothes and things on the grass . He looks around and finds what he 's looking for . A rake . Merrill unscrews the fork on the rake from the wooden handle . With the wooden stick in one hand and the souvenir baseball in the other , he turns to face the crops . WE PULL BACK A LITTLE INTO THE CROPS . PART OF OUR VIEW IS OBSCURED BY STALKS , BUT WE STILL SEE MERRILL CLEARLY . Merrill looks around cautiously again , before getting into a batter 's stance . His left leg digs into the grass in front of him . His weight is mostly on his back leg . He looks out into the distance high over the crops . He throws the baseball up in the air . Merrill grabs the wooden handle . Merrill 's shoulders move with blinding speed . The wooden rake handle slices the air . And misses the ball . The ball drops at Merrill 's feet . WE WATCH as Merrill picks up the ball and tries again . This time his shoulders move even faster . The wooden stick actually makes A RESONANT SOUND as it cuts the air . The ball drops at Merrill 's feet . WE WATCH THROUGH THE CROPS as Merrill snatches the ball up and tries a third time . This time he YELLS as he swings . He rips the air with the wooden stick so fast it blurs to the eye . The baseball drops at his feet . Strike three . Merrill stands still in the yard . He 's breathing a little heavy as he stares down at the ball . He gently picks it up . He walks back to his pile of things and then suddenly turns . He throws the ball in the air as he does . His left leg goes out . His weight goes to his right leg as he turns his shoulders with astonishing speed and power . THE SOUND OF THE BASEBALL HITTING THE WOODEN HANDLE CRACKS ACROSS THE WHOLE YARD . The ball rockets into the air . We watch it fly overhead . sail high over the crops . it becomes a tiny dot in the sky . After a long beat of silence it comes back to earth . It lands in the street and bounces twenty feet into the air . It cleared at least four or five hundred feet of crops . Maybe more . WE LOOK BACK to Merrill standing in the backyard . He drops the wooden stick to the grass and moves for his things . He piles them in his arms . When his arms are full , he starts for the porch . WE WATCH FROM THE CROPS AS MERRILL GOES INSIDE THE HOUSE .

Morgan and Bo are seated on the kitchen chair in the closet .THE FLICKER OF THE TELEVISION FALLS ON THE CHILDREN 'S FACES . WE HEAR MERRILL AND GRAHAM COMING DOWN THE HALLWAY BEFORE WE SEE THEM . They appear almost at the same time in the doorway to the closet . Graham and Merrill are holding hammers . All four stare at the television . ON THE SCREEN IS A STREET FILLED WITH PEOPLE RUNNING WITH SUITCASES AND BAGS . SOME PEOPLE ARE GETTING TRAMPLED . OTHERS ARE STANDING ON THE STREET CORNER AND YELLING . THERE IS PANIC IN THE AIR .THE IMAGE ON THE TELEVISION SCREEN CHANGES TO A NIGHT TIME VIEW OF THE TEL AVIV CITY LINE . THERE ARE FOURTEEN LIGHTS IN TWO `` V '' FORMATIONS OVER THE CITY .Beat .The words silence everyone . Beat . The image goes back to a quiet TV anchor . He takes a second before starting up again .The television shows hundreds of Israelis in a temple and in the streets praying . Graham watches quietly as the masses pray side by side .Bo watches as Graham leaves the doorway of the closet . She turns back to the television . Beat . Merrill leans down between his niece and nephew .They do n't answer . They watch the soldiers loading up onto trucks on the television .Morgan glances at Bo and then back to his uncle .Beat . Merrill gazes at the two questioning faces . He looks back at the empty closet doorway where Graham stood . He turns back to the children .The children think it over . Beat .Beat .

Merrill smiles as he steps out of the closet and closes the door half - way . He stands in the hall by himself . He takes a couple deep breaths as everything hits him .

Morgan turns off the television . He and Bo sit quietly in the closet under the stairs .

Graham sits in a chair by the windows . He has a board on his lap . He has a hammer in his hands . Graham drowns in his thoughts as the skies darken behind him .

Graham , Bo and Morgan are seated in the upstairs hallway . There 's a couple boards left leaning against the walls . Merrill comes out of the children 's room with his tools .Merrill stands and leans against the wall .Everyone sits quietly for a moment .Beat .Merrill glances at Graham .Beat .Graham nods `` yes . ''Graham turns and looks at Merrill . They stare at each other quietly . They have a conversation without words . Beat .

The windows in the kitchen are boarded up , as is the back door . The sink is piled with pots and pans . It seems like every utensil and dish in the kitchen was used .

One side of the dinning room is lined with windows that have been boarded up . The table is set . Mash potatoes , spaghetti , French toast , chicken teriyaki and bacon cheeseburgers are all displayed elegantly on serving dishes . The Hess family sits around the table . Beat . The scene is somber . No one is moving .No one says anything . No one eats . Beat .Bo sits next to her three glasses of water and begins to cry .Morgan 's face is hard , but tears start to fall anyway . Graham watches as both his children cry at the table .Graham takes big scoops of every dish and piles it on his plate . He digs his fork into the pile and starts to shove it in his mouth . He swallows .Bo , Morgan and Merrill watch in stunned silence as Graham stuffs more in his mouth . He chews and chews and swallows hard . He digs his fork into the pile again . Graham starts crying as he eats . He keeps taking more bites . More tears fall . Morgan gets up from his seat . He goes to Graham 's chair . He leans against his dad 's arm and cries with him . Graham 's fork stops moving . He watches as Bo moves from her seat to his other side . She holds her dad 's arm and cries . Beat . Graham pulls them both up onto the chair with him and hugs them tight . Merrill leans forward and comes to the pile on Graham 's chair . Merrill buries his head in Graham 's shoulder . The Hess family huddles together at one end of the table . Beat . THE BABY MONITOR EXPLODES WITH STATIC AND NOISE . Everyone slowly turns and looks over to Morgan 's place setting where the baby monitor sits on the table . THE RED LIGHTS ON THE FRONT ARE ALL LIT UP . Merrill sits up . Graham puts down the children from his lap . He gets up from his seat and moves around the table and out of the dinning room . He moves through the family room and into the hall . Graham opens the closet door and looks in at the television . He turns it ON . Beat . THE EMERGENCY BROADCAST SYMBOL IS ON THE SCREEN . A LOW TONE EMITS FROM THE TV . Beat . Graham changes stations . THE SYMBOL AND TONE APPEAR ON EVERY CHANNEL . THE MONOTONE SOUND FILLS THE CLOSET . Beat . Graham steps out into the hall . Merrill and the two children are standing there waiting . Graham looks at them .

Merrill pounds furiously with his hammer as he nails boards to the children 's bedroom door . The master bedroom door is open with a board leaning next to it . Graham is inside his bedroom

Graham walks to the window next to his bed . It 's the same one we 've looked out twice before . Graham looks out onto his backyard . The FLOOD LIGHT FROM THE HOUSE THROWS LONG SHADOWS OVER THE YARD . There is a light breeze . Nothing seems wrong . Graham 's eyes stay locked on the crops which go on and on into darkness . He moves closer to the glass . Watches the top of the corn stalks swaying slightly with the wind . SOMETHING MOVES IN THE DARKNESS . Graham 's eyes moves to where the corn crops fade into black forty feet away . Graham goes very still . LINES EMERGE IN THE CROPS ; THE KIND OF LINES MADE BY SOMEONE TRAMPLING THROUGH A FIELD . WE CA N'T SEE WHO 'S MAKING THEM . ALL WE SEE ARE THE COUNTLESS LINES BEING FORMED . THE LINES MOVE FROM THE DARKNESS TOWARDS THE HOUSE . GRAHAM WATCHES THEM CLOSE IN ON HIS BACKYARD . THIRTY FEET . TWENTY FEET . TEN . Graham backs away from the window towards the middle of his bedroom .Graham turns to see Merrill standing with the last board in the hall . Graham moves out into the hall and shuts the bedroom door behind him .

Merrill immediately puts the wooden board up and starts hammering nails into the frame . Graham picks up his hammer and quietly begins to hammer nails into the wood . Graham glances to his right as he works . Bo and Morgan are standing together at the top of the stairs . Bo holds Morgan 's hand . Graham keeps hammering as he speaks .Bo nods `` no '' lightly .Graham stops hammering . Merrill keeps going .Graham smiles to himself as he remembers the moment . Merrill finishes hammering . Graham goes over and picks up Bo .Bo nods , `` no . ''Graham looks at his daughter quietly . He brushes the hair out of her face as Merrill moves to Morgan and picks him up . All four turn and look at the three boarded up bedroom doors . Beat .

Graham puts Bo down in the hallway . She stands close to him . Merrill puts down Morgan . The four of them stand quietly in a tight group . THEY HEAR FRANTIC BARKING IN THE DISTANCE .ISABELLE 'S BARKING BECOMES DESPERATE AND ANGRY . THEY LISTEN AS SHE BARKS NONSTOP FOR TEN SECONDS . AND THEN SUDDENLY STOPS . THE LOW EMERGENCY TONE FROM THE CLOSET TV FILLS THE SILENCE . Beat .THE FIRST SOUNDS OF MOVEMENT ARE HEARD OUTSIDE . CREAKS OF WOOD FROM THE FRONT PORCH CAN BE HEARD . THERE IS SOUNDS OF MOVEMENT FROM BEHIND THE LOCKED BACK DOOR . SOUNDS OF MOVEMENT AGAINST THE SIDE OF THE HOUSE . SOUNDS FROM ALL DIRECTIONS . THERE IS SCRATCHING NOISES AGAINST THE FRONT DOOR . METAL NOISES AS THE HANDLE IS TRIED .THE DOOR CREAKS AS PRESSURE IS PLACED AGAINST IT .Morgan looks at his father , unable to speak .THERE ARE THUDS ABOVE THEM . All four look up .THEY LISTEN AS THE THUDS INCREASE IN NUMBER . THE FIRST SOUND OF SHATTERING GLASS IS HEARD FROM UPSTAIRS . Merrill looks up the stairs at the boarded bedroom doors .Graham takes Morgan 's hand .Graham smiles down at his son who smiles gently back . SCRATCHING NOISES BEGIN TO COME FROM UPSTAIRS . The group of four turns and watches the top of the stairs . The BEDROOM DOOR HANDLES ARE BEING RATTLED . Merrill 's eyes moves quietly above the bedroom doors , to the ceiling of the upstairs hallway . He stares at a rectangle in the ceiling . A tiny rope hangs from the rectangle . Beat .Merrill sprints up the stairs . Morgan and Bo watch as Graham follows after Merrill .

Graham and Merrill stare up at the ceiling . There is movement right above them . Dust falls from a ceiling light right next to them . The rope hanging from the attic trapdoor hangs between them . They watch as it begins to twitch and sway . The springs in the trap door begins to GROAN . The door starts to fall open . Merrill and Graham raise their arms above their head and reach up . The door opens a few inches . Merrill is taller . The door presses against his fingers first . It gives a few more inches before Merrill stops it . Graham 's finger are barely touching it . Merrill 's face turns red with strain as something pushes down on the door .Graham brings his arms down . He sees his children watching from the bottom of the stairs . Graham looks around where he is . There is a very small table with photos against a wall . A laundry closet and three boarded up bedroom doors . nothing else . Graham turns to Merrill .Merrill 's face is a deep crimson .Graham looks around again . the same things . the same table . the same closet . Graham stops and stares at the closet . It has a wooden folding door that opens and closed on a guide rail . The wooden folding door is very tall . Its top is one foot from the ceiling . Graham goes to the closet and grabs the door . He starts rocking it hard . Pulling it out . It starts to come out of its guide rail . Graham leans back with all his weight . The thin wooden door rips out of place . One end is still attached at the hinge . Graham pulls it straight . It reaches into the middle of the landing . It stands right next to Merrill . Right under the attic trapdoor . Its top is only a few inches lower than Merrill 's reach .Merrill hesitates and then lowers the attic trapdoor . It connects with the top of the closet door and stops . The trapdoor is now open almost a foot . We can now see part of the bottom step of the wooden pull out stairs that lead to the attic . Merrill and Graham step away as the closet folding door holds the weight of the attic door . After a moment , the spring on the attic trapdoor recoils as the pressure is let up . The trapdoor closes . Beat . It opens with force , slamming the top of the standing closet door with a THUD . The attic trapdoor closes again . Opens again with force . THUD . The closet folding door begins to pull away from the hinges keeping it upright . Graham moves down the stairs . Merrill follows him .

THE SCRATCHING NOISES FILL THE HOUSE . Morgan and Bo are frozen watching a set of long fingers reach under the front door . THE COLOR OF THE FINGERS CHANGES - TO THE EXACT COLOR AND TEXTURE OF THE YELLOW CRACKED PAINT ON THE DOOR . THUD . THE TRAPDOOR SLAMS THE TOP OF THE FOLDING DOOR UPSTAIRS . Graham and Merrill arrive in the front hall . Graham takes Morgan and Bo by the hand and leads them quickly down the hall . Merrill backs away as he watches the top of the stairs . ANOTHER THUD ECHOES THROUGH THE HOUSE .

The swinging door swings open and closed behind Merrill as he enters the kitchen . Graham has moved the chairs away from the kitchen table and waits by it . Merrill goes over and the two of them push the table against the swinging door . They take the kitchen chairs and pile a couple on top , and jam the rest underneath the table . Graham leans against the kitchen counter . Merrill stares at the pile of furniture .Graham points to a set of narrow stairs that lead to a darkened door at the bottom .Beat . Graham looks at the faces of his frightened children .THUD .Merrill looks at the boarded up back door . Graham turns to Bo and Morgan who stand against the wall .THUD WITH A CRACK OF WOOD FROM UPSTAIRS . Merrill turns and stares at the barricaded entrance to the kitchen .THE LAST THUD COMES WITH A SOUND OF WOOD SPLINTERING . THE CLOSET FOLDING DOOR CRASHES TO THE GROUND IN THE UPSTAIRS HALL . WE HEAR CREAKS AS THE ATTIC TRAPDOOR OPENS .Graham moves towards the basement stairs .Graham gestures for the kids to come to the stairs . Morgan and Bo move to their father slowly .Graham ushers the two children down the stairs . He waits for Merrill . Merrill turns from the kitchen door and walks toward him . Merrill stops and looks down the stairs .Beat . Merrill 's eyes fill with water . He does n't look up at his older brother .Merrill walks down the stairs . Graham waits at the top . He watches the kitchen door with the table and chairs against it . Beat . THERE IS MOVEMENT OUTSIDE IN THE HALL . The door starts to force its way open . THE TABLE AND CHAIRS BEGIN TO SCRAPE ACROSS THE KITCHEN FLOOR LIKE NAILS AGAINST A CHALK BOARD . WE HEAR VOICE - LIKE SOUNDS ENTER THE KITCHEN . SOUNDS MADE FROM INHALES , NOT EXHALES .

Graham comes down the last few steps and enters the basement .Graham closes the door behind him . It has no lock .The basement is lined with metal shelves . The shelves are cluttered with all sorts of canned goods , extension cords , cleaning supplies , decorations , outdoor tools . Merrill rummages through the shelves frantically .Graham puts his ear to the door and listens .Merrill moves to another set of shelves . He starts knocking things to the ground .There is SCRATCHING AGAINST THE DOOR . The doorknob turns . Graham grabs it with both hands . The door begins to push open .Merrill reaches between two stacks of shelves and pulls out a pick for digging in the ground . He holds it up in the air . It has a three - foot wooden handle . Merrill turns and rushes in Graham 's direction . A single light bulb hangs from a wire in the ceiling . It is the only light in the room . Merrill CLIPS THE LIGHT BULB with the end of the wooden handle as he crosses the room . THE BULB SHATTERS . THE BASEMENT IS INSTANTLY BLACK .WE HEAR THE SOUNDS OF SUDDEN COMMOTION , VOICES . STRUGGLING AT THE DOOR . STEPS ON BROKEN GLASS . CLICK . A BEAM OF A FLASHLIGHT COMES ON . IT ILLUMINATES MORGAN STANDING NEXT TO A RACK OF METAL SHELVES . HE TURNS THE FLASHLIGHT IN HIS TINY HANDS . THE NARROW BEAM MOVES ACROSS THE DARKNESS . IT FINDS MERRILL AND GRAHAM LEANING UP AGAINST THE BASEMENT DOOR . MORGAN MOVES THE BEAM DOWN TO THE PICK , WHICH IS WEDGED BETWEEN THE DOORKNOB AND THE GROUND . THE PICK WAVERS A LITTLE WITH EACH PUSH FROM THE OTHER SIDE , BUT HOLDS . THE SCRATCHING AND MOVEMENT OUTSIDE THE DOOR BEGINS TO LESSEN . Beat . Morgan slowly moves THE BEAM BACK UP TO HIS FATHER 'S FACE .THE BEAM SEARCHES IN THE DARKNESS . THROUGH THE BOXES , BETWEEN THE SHELVES . IT SETTLES ON A SMALL FOOT HIDING BEHIND A COUPLE TWENTY - FIVE POUND BAGS OF DOG FOOD . BO 'S HEAD SLOWLY APPEARS . SHE SQUINTS AS SHE LOOKS IN THE LIGHT .ANOTHER BEAM COMES ON . IT REVEALS MERRILL AT THE SHELVES WITH A SECOND FLASHLIGHT . HE LOOKS OVER THE CONTENTS OF THE SHELVES NEAR HIM . BEAT . HIS BEAM OF LIGHT FALLS ON A RADIO . He turns the knob to `` on . '' The radio lights up , but no sound emerges for it 's speakers . Merrill turns the channel knob and checks all the stations . No sound . No signal . He listens to the LIGHT HUM FROM THE SPEAKERS . Beat .Beat .THEY ALL LISTEN TO THE DEAD AIR HUM FROM THE RADIO SPEAKERS .THERE IS A LOUD BANG . BOTH FLASHLIGHT BEAMS CRISSCROSS OVER THE BASEMENT AND COME TO A STOP ON THE DOOR . ANOTHER BANG . THE DOOR VIBRATES . THE PICK WITH THE WOODEN HANDLE HOLDS IN PLACE . BANG . GRAHAM STEPS INTO THE BEAM OF LIGHTS . He looks at the door and then turns and faces the lights .Graham looks at Merrill 's corner of the darkness . Morgan moves his BEAM ONTO MERRILL .BANG . A beat of silence .BANG .Morgan puts the FLASHLIGHT ON THE GROUND AND ROLLS IT ACROSS THE FLOOR . THE BEAM SPINS IN TINY CIRCLES SHOWING THE BROKEN GLASS OF THE BULB IN THE MIDDLE OF THE FLOOR . THE FLASHLIGHT COMES TO A STOP IN GRAHAM 'S PALM . He picks it up .Merrill moves next to Graham . ANOTHER BANG FROM THE DOOR . They aim their FLASHLIGHTS IN ONE CORNER OF THE ROOM . The brothers move in opposite directions . GRAHAM MOVES HIS BEAM UP AND DOWN CHECKING THE WALLS AND THE CEILING AS HE MOVES . MERRILL MOVES BETWEEN SHELVES , ONE AT A TIME . HIS FLASHLIGHT PEERS BEHIND THE STACKS OF CANNED GOODS . A BANG ECHOES THROUGH THE BASEMENT DOOR . Merrill and Graham are at opposite ends of the room now .THE TWO BEAMS OF LIGHT START MOVING TOWARDS EACH OTHER .BANG . THE BEAMS MOVE UP AND DOWN OVER THE FINAL WALL . GRAHAM AND MERRILL MOVE CLOSER AND CLOSER . THE TWO BEAMS FINALLY COME TO A STOP IN THE SAME PLACE . THEY SHINE DOWN ON MORGAN . HE SITS ON THE GROUND AGAINST THE WALL . HE STARES UP AT THE TWO LIGHTS .IN THE BEAM OF LIGHTS YOU CAN SEE HIS HAIR MOVING GENTLY FROM A BREEZE . GRAHAM AND MERRILL TURN THEIR LIGHTS STRAIGHT INTO THE AIR VENT HE 'S LEANING AGAINST . EYES ARE REVEALED IN THE DARKNESS OF THE VENT . A NARROW SET OF METALLIC COLORED FINGERS SHOOT OUT BETWEEN THE HOLES IN THE VENT GRILL AND GRAB MORGAN . MORGAN SCREAMS . THE FLASHLIGHTS DROP TO THE GROUND . THERE 'S A DESPERATE SCRAMBLE . FEET MOVE THROUGH THE BEAMS OF LIGHT . WE CA N'T SEE WHAT 'S HAPPENING .SOMEONE PICKS UP A FLASHLIGHT . WE SEE GLIMPSES OF STRAINING FACES . MORGAN SCREAMING .THE FLASHLIGHT IS DROPPED AND PICKED UP AGAIN . WE SEE IT IS BO WHO IS HOLDING THE LIGHT . BO TURNS THE LIGHT AT THE VENT . MERRILL IS THE ONLY ONE THERE . HE PRESSES ONE OF THE TWENTY - FIVE POUND BAGS OF DOG FOOD AGAINST THE METAL GRILL . HE DRAGS THE SECOND BAG OVER WITH HIS FOOT AND SLAMS IT AGAINST THE FIRST BAG . HE QUICKLY MOVES OUT OF THE LIGHT . BO FOLLOWS HIM WITH THE BEAM . SHE FINDS HIM DRAGGING AN ENORMOUS BAG OF FLOUR OVER TO THE VENT . HE HEAVES IT ON TOP OF THE PILE . HE LEAVES THE LIGHT AGAIN . RETURNS WITH ANOTHER GIANT BAG OF FLOUR . GRUNTS AS HE THROWS IT ON TOP OF THE REST . MERRILL FALLS TO THE GROUND EXHAUSTED . THE PILE OF DOG FOOD AND FLOUR COMPLETELY OBSCURE THE VENT . A CAN OF SOUP ROLLS ON THE GROUND NEAR MERRILL . HE SLOWLY PICKS IT UP AND PUTS AN ADDITIONAL EIGHT OUNCES ON THE PILE . Merrill slowly catches his breath . He reaches over to his side and grabs the remaining flashlight . HE TRAINS THE BEAM AROUND THE ROOM TILL HE FINDS MORGAN . HE FINDS THE BOY IN GRAHAM 'S LAP . MORGAN IS SEATED WITH HIS BACK AGAINST GRAHAM 'S CHEST . USING HIM AS A CHAIR . MORGAN 'S FACE IS PALE . HE IS TAKING VERY LONG SLOW HEAVES . IT SOUNDS LIKE THE AIR IS GOING THROUGH A STRAW . HE 'S SUFFOCATING . GRAHAM LOOKS UP INTO THE LIGHT .Merrill looks at his nephew turning gray . Graham pulls Morgan closer to his body and talks into the child 's ear .Morgan 's throat is closing - his face is filled with strain and panic .Bo moves to Merrill and curls up with him as they watch . Graham closes his eyes . Beat . He opens his eyes and talks into Morgan 's ear .Graham closes his eyes - talks to the darkness .Merrill stares at his brother 's desperate face . Graham 's eyes open as Morgan 's tiny fingers press down on Graham 's hand . The fingers squeeze with all the strength they have . Graham looks to Merrill helplessly . Merrill 's eyes fill up with water . Graham 's eyes close .Graham 's eyes open as he leans in close to Morgan 's ear .A THIN STREAM OF SOUND EMITS FROM MORGAN 'S THROAT . LIKE THE SOUND OF AIR LEAKING FROM A BALLOON .Morgan 's fingers relax a little on Graham 's hand . THE LEAKING BALLOON SOUND TURNS BACK INTO THE SOUND OF AIR THROUGH A STRAW . Merrill watches as Graham 's face stays pressed up against his son .Merrill watches as Morgan 's chest starts to move in sync with Graham 's . THE SOUND OF THE STRAW FADES AS MORGAN 'S BREATHING TURNS INTO LABORED BREATHS . Graham 's eyes close . He starts crying . He speaks to no one .Morgan 's fingers relax on Graham 's hand . Merrill watches as father and son breathe together . Merrill and Bo hold each other tight . THE FLASHLIGHT FLICKERS ON GRAHAM AND MORGAN 'S EXHAUSTED FACES . THEY BOTH STARE OUT INTO THE DARKNESS OF THE BASEMENT . TEARS DRYING ON THEIR CHEEKS . THEY 'RE BOTH LOST IN THEIR THOUGHTS . Beat .Beat . Graham nods without looking over . MERRILL PRESSES THE BUTTON ON HIS FLASHLIGHT . THE BEAM OF LIGHT ILLUMINATING GRAHAM AND MORGAN GOES OUT . THEY DISAPPEAR INTO SHADOWS . Merrill looks down to Bo , who has the second flashlight in her hand . THE BEAM POINTS UP AT THE BASEMENT CEILING ABOVE HER AND MERRILL . Merrill nods to her . She reaches down and presses the button . THE BASEMENT IS ENGULFED BY BLACK .

WE ARE STILL IN BLACK . A VOICE IS HEARD IN THE DARKNESS . IT 'S MURKY AT FIRST , THEN BECOMES CLEARER .Graham opens his eyes from sleep . HE SQUINTS FROM THE LIGHT OF THE HANGING BULB IN THE BASEMENT . Merrill steps into his vision .Merrill walks back to the radio on the metal shelf . THE VOICE WE HEARD IN THE DARKNESS COMES FROM THE TINY SPEAKER OF THE RADIO .Merrill waits for his brother to say something . Beat .Beat .Beat .Beat .Merrill 's face is hard . He looks shaken . Graham stares at the conviction in his younger brother 's expression .Beat . THERE 'S A WHEEZING SOUND FROM THE CORNER OF THE ROOM . Graham and Merrill turn to look at Morgan - laying down on Merrill 's folded sweater . Morgan 's breathing is strained . He still looks grey .Graham looks at Morgan lying limp on the ground . Graham turns to Merrill .The two men stand under the single dangling light bulb . Graham quietly turns and looks at Morgan . He moves across the room towards him . Merrill watches as Graham kneels down and reaches to Morgan 's side . Graham unclips the baby monitor from his son 's belt . Graham walks back to Merrill . He holds it out between them . Beat . He turns it ON . A SLIGHT STATIC IS HEARD . GRAHAM TURNS THE VOLUME ALL THE WAY UP . THE STATIC GETS A LITTLE LOUDER , BUT DOES N'T CHANGE . THERE ARE NO NOISES , NO SPIKES , NO VOICES . JUST EMPTY ELECTRICAL STATIC . Beat . Graham makes eye contact with Merrill . Beat .

DAYLIGHT FILTERS DOWN FROM THE KITCHEN AND PIERCES THE STAIRWELL TO THE BASEMENT . The basement door cracks open a few inches . Beat . Merrill opens it all the way . DUST FLOATS UP IN THE DAYLIGHT THAT SPILLS DOWN THE STAIRS . Merrill moves up the stairs by himself . He reaches the top and looks around . Turns back down to the faces at the bottom . Gives them the thumbs up . Graham leads Bo up the stairs . He carries a limp Morgan in his arms .

THE KITCHEN IS KIND OF BEAUTIFUL IN ITS DESTRUCTION . BEAMS OF DAYLIGHT CRISSCROSS THE ROOM FROM THE PUNCHED OUT HOLES IN THE WINDOWS AND BOARDS . THE BACK DOOR IS WIDE OPEN . WE HEAR SOUNDS FROM THE TV FILTERING IN FROM THE HALL . Graham and Bo and Morgan watch as Merrill walks over the toppled chairs to get to the cabinets .Merrill nods as he begins to search the piles of things that have fallen from the cabinets .

SHAFTS OF SUNLIGHT STREAM IN FROM ONE SIDE OF THE FAMILY ROOM WHERE THE WINDOWS HAVE BEEN BROKEN IN . Graham gently lays Morgan on the sofa . WE HEAR CHEERING COME FROM THE TELEVISION , FILTER THROUGH THE FRONT HALL AND INTO THE FAMILY ROOM . Bo steps out of the closet and looks into the family room .She points at the closet . Morgan strains to look in her direction . Graham looks at him .Morgan nods , `` yes '' as he struggles to breathe .

THE TELEVISION SHOWS A SHOT OF A STREET CORNER . THOUSANDS OF PEOPLE STAND IN THE STREETS . A REPORTER STANDS AMONGST THEM AND TALKS INTO A MICROPHONE .Graham unplugs the television . The screen goes black . Bo moves the coats aside as Graham wheels the television and the television cart out into the hall .

Graham pulls the television into the family room . Careful not to trip it on the carpet . THE GLASS OF THE TELEVISION IS LIKE A MIRROR . Graham moves the television into position . THE BLACK SCREEN REFLECTS THE FAMILY ROOM BEHIND GRAHAM AS IT TURNS . THE REFLECTION OF A CREATURE SILHOUETTED PANS ACROSS THE TELEVISION SCREEN . The TV stops moving . Graham stays frozen with his hands on either side of the television cart . He 's slightly bent over . His back is to the family room . Graham straightens and turns around slowly . Morgan is held by his waist three feet in the air . Morgan 's face turns to the color of ash as his throat closes up . For a moment it appears he 's suspended in the air . Then we see the outlines . and we see the eyes . The black eyes . There is a creature close to seven feet tall standing in the middle of the family room . It 's powdery skin has taken on the shades , lines and colors of the family room so perfectly , it almost disappears . It blinks . Graham and Bo have turned to stone . Bo stands frozen in the front hall . Merrill comes out of the doorway from the kitchen to the family room . He takes two steps into the room and comes to a stop next to the fireplace . The inhaler and syringe in his hand fall to the ground . The creature is between Graham and Merrill in the middle of the family room . Morgan is dying . THE LAST SOUNDS OF AIR STOP IN HIS THROAT . The lines of the chairs and windowsill mimicked on the creature 's skin move as the creature moves its free hand . Graham 's eyes shift to the hand . THREE OF THE CREATURES FINGERS ARE MISSING - SLICED OFF BY A BUTCHER KNIFE . The creature 's hand moves to Morgan 's face . It tilts its fingers and palm back . THE COLORS ON THE HAND ARE ALREADY CHANGING TO MATCH IT 'S NEW POSITION IN THE ROOM . A small pore opens up on its wrist . A YELLOWISH GAS STARTS TO LEAK OUT OF THE OPENING . Graham looks up from the leaking poison gas to the face of the creature . It 's large empty black eyes lock on Graham 's . GRAHAM STARTS TO HEAR A HIGH PITCH RINGING SOUND - IT BEGINS TO ENGULF ALL SOUND IN THE ROOM . GRAHAM STARES HELPLESSLY INTO THE LARGE BLACK EYES . WE MOVE INTO GRAHAM 'S EYES . THEY WIDEN . WE SEE THE EMOTION IN THEM . HIS MOUTH BARELY GETS THE WORDS OUT .THE HIGH PITCHED RINGING SOUND OVERWHELMS EVERYTHING . THE ROOM GOES BRIGHT WHITE .

WE ARE BLINDED BY A BRIGHT LIGHT . THE LIGHT IS MOVING . WE REALIZE IT IS THE HEADLIGHTS OF A CAR THAT PULLS TO THE SIDE OF THE ROAD . The car door opens . Graham Hess steps out . His coat is open . He is wearing a black shirt and black pants . A priest 's white collar sits under the lapel of the black shirt . Graham looks around in a daze . We are on a country road . THERE ARE STROBING RED AND WHITE LIGHTS FILLING THE NIGHT AIR . Four police cars are scattered amongst the tow trucks and the ambulances . A large group of officers and workers hover around a green truck that has swerved off the road into a grouping of trees . Officer Edgar Paski walks up to Graham . He whispers something into a walkie clipped to his shirt as he approaches . Edgar looks badly shaken . Beat . The two men look at each other .Graham stands motionless with his hands at his sides . Beat .Officer Paski gestures in the direction of one of the ambulances . Ray Reddy sits to the side on the grass . His arms rest on his bent knees .Graham smiles a little smile .Beat .Beat .Beat .Beat .Beat .

The other officers turn and look as Graham walks by them . He walks on , unaware of the stares . He slows as he reaches the back bumper of the truck . It sticks out onto the road a few feet . He comes around the side of the vehicle . COLLEEN HESS is beautiful in a delicate way . Her straight brown hair falls down over her small face . She leans over the front bumper of the truck onto the hood . Her head rests on her arms like a child resting on a school desk . Her back is against a tree . The lower half of her is obscured by the truck . She 's able to raise her head and shoulders as Graham walks up to her . She is shivering slightly .Graham glances down . There are bundles of blood soaked blankets in the area below her . They peek out under the twisted front of the truck . Graham looks up quickly .Beat .Beat .Graham touches her cheek . She starts crying . Graham starts crying with her .Colleen presses her cheek on top of Graham 's hand . She rests on it . Her eyes are distant .WE ARE OVERCOME BY A BRIGHT WHITE .

. Tell Bo to listen to her brother. He'll always take care of her.

WE ARE IN THE FAMILY ROOM . THE HIGH PITCHED RINGING SOUNDS FADE AND ARE REPLACED BY THE BREATHING IN THE ROOM . THE BREATHING IS JOINED BY THE HISSING OF GAS AS IT 'S BEING RELEASED . THE CREATURE FORCES POISON GAS OUT INTO MORGAN 'S UNCONSCIOUS FACE . THE ROOM IS ENGULFED WITH STREAMS OF SUNLIGHT FROM THE BROKEN WINDOWS . THE LIGHT SEEMS TO CATCH CERTAIN THINGS IN THE ROOM AND MAKE THEM STAND OUT . THINGS ON SHELVES , THINGS ON TABLES , THINGS ON THE WALL . Graham stares at the baseball bat on the wall . Beat .Morgan 's face is obscured by gas .Merrill turns and looks to Graham .Graham 's eyes are not on Merrill . Merrill follows his eye line to the baseball bat mounted above him . Beat . Merrill reaches up and takes the bat off its resting place . The creature starts to move . Merrill 's hands tighten around the handle as he walks forward . He stops . His weight shifts to his right leg . The creature begins to turn and becomes more visible as its lines and colors do n't match in position in the room . Merrill 's left leg goes out . His torso and shoulders turn with staggering speed and strength . The bat slices through the air of the family room . Contact . The creature gets HAMMERED across the back with the baseball bat . Morgan is dropped . He falls to the carpet of the family room in an unnatural crumpled pile . His arms and legs flop lifelessly to the carpet . The creature turns to face Merrill . All the creature sees is the BLUR OF WOOD as Merrill swings like a lumberjack . SLAM . The creature falls to the ground . Graham takes Bo by the hand and moves to Morgan . Graham picks up his son 's limp body in his arms . The creature moves to its feet . Merrill 's hands choke up on the bat . Merrill 's eyes are on fire . Graham leans down and picks up the full syringe of medicine on the ground . Merrill SCREAMS as he swings again . His powerful muscles pull his shoulders whipping around . The bat connects with the creature across its chest . The creature is thrown back into the wall . Two glass of water fall off a shelf and CRASH ONTO THE CREATURE 'S SHOULDER . The water connects with it 's skin . The creature makes a HIGH PITCHED INHALE SOUND . Bo and Graham look up . THE CREATURE 'S SHOULDER STOPS CHANGING COLORS AND WITHERS INTO A POWDERY WHITE . Merrill looks back across the room at Bo and Graham . They stare at each other with sudden realization . Merrill looks around at Bo 's half - filled water glasses places all over the family room .

Graham carries Morgan through the kitchen and out the back door . Morgan 's arms and legs swing limp as Graham walks . Morgan 's head bobs back from its own weight as Graham steps outside .

Merrill steps in . THE WOODEN BAT MAKES A SOUND AS IT CUTS THROUGH THE AIR . SLAM ! It connects with the creature . The creature falls back into the coffee table . Bo 's glasses of water crack and SPLASH OVER the creature 's TORSO . ANOTHER HIGH PITCHED INHALE SCREAM . His torso turns a powdery white . Parts of its body are still changing and matching its environment . Parts are white . The creature stands again . Merrill looks for the next target in the room . Bo points to the dinning table where the old chicken teriyaki , bacon cheeseburger and spaghetti with meatballs sit untouched . Merrill sees the three glasses of water at Bo 's seat . He nods .

MERRILL YELLS WITH EVERYTHING IN HIS LUNGS . His wrists turn . His shoulders torque . THE WOODEN LOUISVILLE SLUGGER SLICES THE AIR AND SHATTERS WHEN IT CONNECTS WITH THE UPPER CHEST OF THE CREATURE . PIECES OF WOOD SPLINTER OVER THE FAMILY ROOM . THE CREATURE WAVERS AND THEN ALL SEVEN FEET OF IT TIPS OVER . IT FALLS BACK . IT CLIPS THE TV STAND AS IT FALLS . IT LANDS ON THE GROUND WITH A THUD . THE CREATURE 'S BLACK , EMPTY EYES LOOK UP IN TIME TO SEE BO 'S GLASSES OF WATER RESTING ON THE TELEVISION , FALL . AND SPILL OVER THE EDGE - RIGHT ONTO ITS FACE . THE CREATURE 'S SCREAMS FILL THE FAMILY ROOM - AND THEN SUDDENLY STOP . IT BECOMES VERY STILL . EVERY INCH OF ITS BODY TURNS A WITHERED , POWDERY WHITE . BEAT . Bo watches quietly from the door . Merrill drops the handle of the bat in his hands .

Merrill and Bo find Graham kneeling in the grass . Morgan lays limp in his arms . They kneel down in the grass with him . Merrill sees the empty syringe in Graham 's hand . He looks to Morgan . The boy 's head is tilted back . His tiny mouth hangs open unnaturally .Merrill stares at Morgan . His body is utterly still .Merrill reaches for Morgan 's still hand .Beat . Morgan lies lifeless .Bo is crying .Beat .HIS SON 'S VOICE MAKES HIM STOP . Graham starts crying . Every bit of sadness trapped in his body is released . He looks down through tears and tears at Morgan .

We look out through the broken glass of the second story bedroom window . We see the worn jungle gym . We see the single tree throwing shade on the picnic table . We see the golden brown corn lining the back of the yard . And we see the Hess family . Sitting together on the grass . Huddled together in the sunlight . FADE TO BLACK .

In the backseat lies TWO FULL TRASHBAGS open enough to see the contents: PAPER RINGS LINKED IN A LONG CHAIN. On each sheet of folded paper we can make out HANDWRITING. The wind jostles them as the car speeds down the road.

EVAN (30) carries the bags from his car to the bin. One goes in easy. The other TEARS so he has to scoop up the tangled paper chain by hand. It clumps like intestines. LUCAS and PETER, both 12, bike down the alley. Lucas heads toward Evan who's getting back in the car. Peter hesitates:Peter listens from a distance. Lucas is at the car window:Peter doesn't get it. The hatchback takes off.

Wait, wait. Peter. Peter! Come here! Peter's left-handed. He's a lefty.

Pete's a bit of a germaphobe so let me get mine going and I'll show there's nothing-

Yeah, I got it. I know. See, I know. Nobody wants that. Come here little guy.

No, I know. Throw this batch out. That's that. I know. See. Start over.

Are you getting a signal in here? Got a new phone and I can't tell if it's me or-

All the food is poisoned. You're throat is parched. Go to the kitchen. Make a pitcher of ice water. Bring a small glass.

You can leave the tile. The rest of the floor will support your weight now.

I have to apologize. I was born with a disfigurement where my head is made of the same material as the sun. It makes it impossible for you to look directly at me. It has always been this way.

The water before you is somehow special. When you drink it you feel revived and full of energy. It is better than anything you have ever tasted. Take a drink now.

There are two approaching armies: hunger and fatigue. But a great wall keeps them at bay. The wall extends to the sky and will stay up until I say otherwise. Each drink is better than the last, leaving you with a desire to have one more. Take a drink now.

The next drink must be earned and I'm going to tell you how. Focus closely on my instructions. I will ask you to repeat them from memory.

The water has lost its appeal. It doesn't seem as enticing as before. You have no craving for it.

Kris, I've just got a call. It's your mother. She says she's been taken by several men.

No, I don't. I'm sorry. Can you think of anything? She sounds brave, but I think they're hurting her.

I've stepped outside. You are comfortable and secure. You have taken control. Confident and empowered.

Weather is beautiful. You feel like walking a bit so you park a block away.

The wall is a mile thick and made of rock. Nothing can or ever has gotten through.

Evan scans through the aisles, hunting for a certain flower. He rubs his fingers on the GREEN LEAF of one. Not it. Another shows more promise, an ORCHID. He scrapes a leaf with a PEN KNIFE, producing a TURQUOISE POWDER, fine like pollen. He grabs a handful of the plant's soil and sifts through it. Then another handful until he finds a TINY WHITE INCHWORM. CUT TO: He buys four of the potted orchids at the checkout.

He pulls the last of the plants from its pot, shakes the dirt off the roots, and throws it in a fire. He dumps the pot soil onto a SIFTER and starts shaking it, leaving behind rocks, twigs, and SEVERAL WHITE INCHWORMS.

TWO EMPTY GLASS JARS sit on the desk. One has a HAPPY FACE sticker, the other a FROWN with X's for eyes. Evan scans over the sifter, picking up worm after worm. One SQUIRMS in his palm. He throws it in the happy jar. Another lies STILL. Dead. It goes in the frown jar. Behind him, an OLD MAN, GILL plays ONLINE POKER.

Peter cautiously bikes in to see Lucas amusing a group of TEENAGERS. He's positioning an older boy, MONTY, in the middle of the porch then gets him to down a shot of BLACK LIQUID. Lucas pours himself a shot from his TRAVEL MUG, downs it, shakes out his arms, and puts his hands over Monty's eyes:Monty does. Lucas stands at his side and prepares. Lucas slowly raises his right hand, swirls his index finger. Monty's right hand MIMICS the motion in perfect unison. Lucas gets more creative, making hand gestures, using both arms. Monty, eyes closed, instantly matches move for move. He's a PUPPET. Lucas gestures to the others:Someone throws a BALL at Monty who smacks it down, controlled by Lucas. Then a STICK, EMPTY CAN, etc. Lucas stands facing Monty so that their every move is a mirror opposite (not mirrored, get it?). They poke each other's shoulders, play-smack each other's face, like an extremely complex game of patty cake. Lucas stops when he sees Peter.

Evan sits back, allowing Lucas to run the process at the desk and show off for Peter. He grabs a live inchworm from the DOZEN in the happy jar and references the 100 dead ones in the frown jar:He puts it on a COCKTAIL STRAINER and pours PEPSI over the worm, letting it collect in a shot glass for Peter. Lucas moves the worm and strainer to his own mug while...Peter's not going to be pushed so he just downs it fast. Lucas looks up, surprised. He doesn't see the worm fall THROUGH the strainer into his mug. Behind them, Gill does:He pours out the mug, wipes it with a napkin.

Lucas faces Peter. The others watch. Peter's nervous.He looks around, embarrassed to be the center of attention. Lucas throws up a jab. Peter instantly mirrors him with a jab of his own. Their fists meet. He's shocked. It's involuntary. Lucas throws random jabs, slaps, and hooks, all met by Peter, moving in perfect unison. Now he's enjoying it, laughing. It doesn't stop even as they talk and the others CHEER.

Lucas applauds NOELA (11) as she does cartwheels in the grass. CUT TO: They hold each other, leaning against a boulder. She shares his mug. He whispers something in her ear and... Without hesitation she walks out on a NARROW WALL of concrete jutting from the hillside. The fall would be 30 feet. She doesn't seem to care. Nearby, Peter watches, getting worried. He panics, moving to help as she prepares for a cartwheel... But when she places the first hand down she suddenly wakes up to the danger, wobbles, steadies herself. She steps back... ...and comes right after Lucas, violently SLAPPING at him.

1000 RACERS move through the suburbs. One racer, JEFF, passes by a man with a DOG on the roadside, BRENT.Jeff stops, comes back, dithers, before finally approaching:Jeff takes off, blowing off the odd feeling he seems to have. Brent calls after him:Jeff waves it off, runs away:CUT TO: KRIS (30, LONG DARK HAIR) runs in a stream of racers. She slows to a stop, answers her ear bud phone, turns the opposite way so the race flows around her. Something's wrong:

Say that again, what? You can see what? Whose? No, not til Monday. Whose is it?

Never in a million years would I ever need that. Never. But I- this is you?

I'll call. Kris. I don't have any need for signage. I won't be calling for signage.

This makes me late for work- I can't do this everyday. You're four trains after me. So you're going to have to answer. If I call- I'm gonna call. Again.

...I picked up an MBA in finance. That's what the firm does. There's a commercial side, other half's personal wealth.

You can actually see- see that high-rise? Palomar building? C & L Crowne. That's us.

I'll tell you...before we pass that trashcan. I'll have something.

How's that work...in movies? We meet- we say we'll meet tomorrow at a place at noon. Say the taco place at mockingbird. We say we'll meet and then...

Yeah, but how does it work? I show up, you're not there, that means you don't want...to try- but how does that help me?

Yeah, no that's what it is. That's what it is. I get to feel okay because I know you don't know...you don't know I showed up so I don't feel foolish. I like that.

I'll save you some time. I know what train you take. Red line. About 8:15, yeah? Save me a seat.

Hey, these FLPs for the realty group, they'll be done by Thursday, yeah? Cause when we put this in front of them the first thing they'll ask for is-

Raj, we have clients with ten times this revenue that don't have near tax liability you do. So we can have another talk about how screwed up the code is or you can take the charge against and solve it.

They all are. This is fiscal, just the quarter. You want to be right? Or rich?

She's a...former Senator. Nobel winner. But her category was mittens. And she just never found a way to monetize it so she takes the train. Continues her research.

Not ours. From her perspective everything flipped just like that. The guy she thought she married turned out to be somebody else, a junkie basically. The savings she thought we were building, the plans, reset to zero. Lights turn on. I'm on a bender holed up in a hotel in Reno.

At ACS. See? Problem, solution. Done and done. And you thought you weren't into me.

There was this place in Vermont we would go when we were kids. It was some sort of colonial historical site- museums and you know...but what stands out is the hotel we would stay at had an indoor pool and this was just the biggest deal in the world for us, for my brothers. I mean indoor...and you can swim. We would lose it.

Oh, you know. It'll be like work. It's people from work. For three hours. Feels like...work.

I have been very careful not to...lie. But through omission you may have gotten the wrong- I gave you a different impression than is...real. And if we walk into that hotel you're gonna know.

I'm not an advisor. I don't broker. I do...interdepartmental reports.

It's not. I work with interns. Alongside interns. Craig pays me in cash to keep me off their books cause if there was an audit I'm a liability.

I stole money, Kris. From a client. Shifted it from account to account until I could grab it.

Lost my broker's license. And they covered for me but if I was anybody else, didn't have a relationship with Craig or his brother I'd be in prison. I'm lucky to have that job.

I don't see it! I don't see it. I need to marry you. I'm marrying you. I want a house and- I'm married to you. Right now. There's only us.

I don't care. I don't care. You're the only one who knows me. I'm going to be so much better for you. I'm going to get a ring, we're going to get all the things we're supposed to. And we're going to-

I had a failed business. I had a business collapse. Well, thanks. It was a restaurant. Um, there was a zoning issue.

...thing is my personal credit is mixed up with my business which failed last year. It was leveraged pretty heavily and now there's no way to separate my social from the restaurant's tax id. So I thought if you're open to it we could-

I just talked to Craig. Things are going back the way they were and I'm in here now. You need to pack and leave. Come on.

Oh, thank you. And Renny? Renny. Almost drowned me? Then lied to his mom about it?

Kris...Mick and Renny were best friends! Explain that! How would I know one and-

There's guys at ACS. They come to group. But they're not done. They don't engage. Everybody knows. They still sell. So...

Seven Wonders Hotel and Casino, Reno, Nevada. Eight nights. Boat rental, Lake Tahoe. Guess I felt nautical, don't remember. Buffet for one, Cairo Lounge. Rental car. Splurged for the SUV. Here, you want some stationary. A pen?

I used to buy from a guy called Henry Lincoln, Craig's brother-in-law. He always had it, was around enough. Pretty easy. This is the most fun I've had in a while.

Yeah. Was it normal when you locked us in the bathroom with a handgun?

Now I'm realizing. Now it makes some kind of sense. You show up at my work. You're manic. I feed off it. It's delusional. No wonder-

You. Will. Take- I am not doing this shit. You will take these...as prescribed. Or. You will never...see me...again.

...and I filled it with something I made up and now I can't tell the difference. But if none of it's true, if it's all a fiction I built...something has to go in its place...or how are we meant to...

I wouldn't call it a circle, but if we are going somewhere this would be the longest possible route to it.

Eight to two, seven to three...nine to one. Last one was unanimous, an even ten.

I think they were the best of the lot and the rest aren't great...and I can't keep having the same conversation with them.

Ten chip. Ten chip. Eight, nine, ten chip. Three, four, and six, ten chip...

One one thousand, two one thousand, three one thousand, four and five and stick...

One chip, one chip, one chip, one, one, one, one chip, one, one, one chip, two chip, two chip, two, one and two chip...

-I give you back your ID? There we are. Current balance is at the bottom. Please allow three to four business days for availability of funds. Is there anything else I can help you with? No, that's it. Then thank you very much for stopping in Miss Fischer and have a great-

Yes ma'am, may I help you? Who can I speak to about a home equity line of credit? I can help you with that. My name is Marie. Please have a seat. I love your broche-

Over and under and through and back and over and under and through and around and over and under and through and back and now you are red.

I already said it was voicemail. I left a voice- where is Roth? Today. Why isn't he telling me himself?

...that's not even my- that's forged. That's not my signature. It's not.

...address is there. You ever need signage of any kind, just call or come down-

Everyone on there's homeless or had their license revoked or...you know.

There's this path forward where I wait to tell you. Then maybe you use it as an excuse, maybe you don't- I don't know. Last year I was diagnosed bipolar. I take those...and these. And it's fine.

I think...Jeff...I'm going to save you some time. Thank you for lunch but...

I would think there are some marriages that could survive that. Maybe.

They always remind me of family vacations. I think it's the smell, the chlorine or bleach on the sheets. Glasses in plastic.

That was smart...waiting to tell me. Cause what am I gonna do now?

No, you don't know. I pretended to show you how bad it is that it couldn't be worse but it's so much

worse. I can't see my niece and nephew. I started off with promise and could do things and accomplish but it was all a trick-

I'm not allowed, Jeff! I. flipped. over. My whole beginning was a fake out. This is who I've always been. How are you not seeing that?

It's okay. Let me...if you had to pick a direction, one of these roads here...is there one you feel more...drawn to?

How do you get to the place your family used to go? In Vermont. The vacation.

I was six. You go through three covered bridges made of red-painted wood and after the second one we stop for samples at the old taffy factory and that's how you know you're halfway there.

It proves you may be in my head, but you're still too stupid to understand me. Or anything.

If you wanted it. I know you don't because you're recovering. But if you did...where would you?

Shouldn't be that hard. You're an addict. Had a huge addiction. Blew your savings, your marriage. Ruined your life. Some story about running off to Reno to hit bottom. You must crave it all the time. Where would you get it? Or is it possible that you don't know the first thing about-

So the best place you can think of to get a fix for you're horrible addiction is the same place you started going to get over the supposed addiction?

Yeah, you got bigger problems than vocabulary. How do you use? You snort it? How much? Inject it? With what exactly? Use one of those spoons? You have a kit? Where do you get it? And don't say the goddamn meetings!

I'm not sick. My mind is healthy. There is no imbalance chemically.

Eight months. Eight months and I've been fine. No highs and lows. Just...normal.

I just don't want to be, um, sneaking around or saying I'm at lunch when-

I'm so glad. One does print design and the other, which I think is a better fit, is in post production.

No, no I have them. Let me, here they are. You put down 50 folders but only 5 cover sheets and I couldn't reach you so...

What's wrong with you?! Why are you wrecking it? Why are you always the same? Every single vote you guys agree. Even when you're wrong you agree!

AN OTHER-WORLDY CREATURE gallops across like a horse. After a few feet the movement REPEATS: it's a VIDEO CLIP playing...

...on a monitor in front of Kris, now in OFFICE DRESS. She's \* in one cubicle of many, on the phone:She ponders.

You can see his foot. A grip, gaffer, I don't know, somebody's foot, a shadow. Right but if I can see it they're going to see it too. Ok I'm going to ask five people around me if they notice and if one-

Cut them loose. Hire another team. You can't keep having the same conversation with them. What do you think?

It has been a while- I'm sorry \* about that, but you're work is just \* amazing. When we saw your take on \* it everyone knew instantly we found \* the right place. I do have a couple \* questions- \*

He rummages through her medicine cabinet, drawers, her purse, until he finds the PILL BOTTLE.

She's still in her seat as he steps back into the dining room. He calmly returns the chair to its place, sits, puts the bottle in front of her. He maintains his composure:

She finishes a salad at the bar, scanning 12 INDEX CARDS fanned out in front of her. Each card lists a different visual effects house, number of employees, etc. and is paper-clipped to ARTWORK depicting the creature we saw on her monitor. CUT TO:

Evan sets aside TWO CAPSULES from a TYLENOL bottle... ...carefully opens one, empties the medicine... ...places an inchworm inside, recloses the halves... ...marks a TINY DOT on the capsule with a pen. He holds the tampered and untampered capsules up to the light, comparing them before they both go in a SMALL BAGGY.

Sitting in a back booth, he's showing her the baggy under the table discreetly. He's coy, flirting. She is too.This disappoints him, but he doesn't let her see. Recovering:She lazily points across the room. They're already there.He scoots out of the booth. She didn't hear him.He's done with her so why not...

Leaning against the wall, he hangs the baggy just outside his jean pocket, trying to get the attention of a man in a SUIT. Suit ignores him. Evan shakes it off, dismayed. He leaves.

He grabs a BROWN GROCERY SACK from his car, tests out a \* TASER, and walks off. \*

We follow Kris to a back hallway where the restrooms are. She tries the women's, but it's locked. She waits, checks her phone, flicks through messages. Beyond her... ...Evan waits outside the men's. He approaches with his phone out to show her:She looks over, but it doesn't matter because now he's close enough to jam a TASER under her ribs. She seizes up and collapses against the wall. In one practiced move he puts the taser away and cradles her in one arm. She looks like any other drunk girl.

The exit door BANGS OPEN. He lays her on the pavement. She's gasping for breath, not able to make a sound. He retrieves the GROCERY SACK from behind a dumpster and sits on her chest as he unpacks a RESUSCITATOR. He places it over her mouth and twists the valve. WATER starts to drip. He squeezes the resuscitator bag that we now see is full of liquid. It flows into her, forcing her to swallow. For an instant we see an INCHWORM in the tube before it disappears into her mouth. She swallows one last time. He takes the device away, allowing her to breathe. He stands up like he's just roped a calf. She gasps, crawling to her knees. She stumbles to her feet, trying to escape down the alley. He grabs her PURSE from the ground and slowly follows, keeping his distance, observing. A subtle transformation takes place: Her panic ebbs until she is walking casually, unsure of her own motivation. She suddenly veers off, but Evan corrects her:She obeys. By the time they reach the heavy foot traffic on the main street, she is more like a companion than victim.She does. They enter the thick congestion of people.She does. He leads. They are just another couple on a date.

Evan rides in the back seat, scanning Kris' house as they pull into the long driveway.

At the desk Evan thumbs through bills, financial statements, etc. He sets aside blank "BALANCE TRANSFER CHECKS". He opens her checkbook to see the balance: "$5189.23". He checks his watch, thinks. He pulls a PAPERBACK copy of "WALDEN" from his back pocket, rests it on the desk. He taps the cover while scanning the room.

He pulls out various BOARD GAMES, looking for something. He finds a case of POKER CHIPS, tucks it under his arm.

KRIS' BARE FEET are within ONE WHITE TILE of the tiled floor. She stands, relaxed, almost nodding off against the wall. Evan SNAPS his fingers:She looks to the kitchen and then to her feet, confused.

The PITCHER and GLASS rest on the table. Kris sits.Kris is hit with a FLOOD OF LIGHT. She squints, turns away. Evan's head is a BRIGHT LIGHT, illuminating the room. He pours a tiny amount of water into the glass.She does, surprised at how good it is. He pours again.She does, immediately eyeing the pitcher, wanting more.

Evan sleeps alone in Kris' bed. His phone alarm BEEPS. He wakes. CUT TO: He plays a few hands of POKER on his phone.

He scans over a tray of MULTI-COLORED ESPRESSO CAPSULES, trying to pick one. He tries to figure out how to get a capsule into the machine. ESPRESSO pours into a cup. We hear Kris in the next room...

She is organizing the poker chips in stacks of 10:She does a quick count of the stacks with her finger. Satisfied, she grabs a nearby SHEET OF PAPER full of her HANDWRITING. She folds it over and adds it as another "link" in the CHAIN OF PAPER RINGS she has been constructing all night. She uses a glue stick and then counts while she holds it tight:She lets go of the paper, watching to make sure it sticks. It does so she gets her treat, filling the glass precisely to a MARKER LINE drawn by hand. It's barely a sip. She downs the drink and takes a moment to enjoy it before realizing she wants another. She gets back to work. CUT TO: Evan enters with his coffee and a disconnected TELEPHONE. Kris finishes transcribing a page from "WALDEN" to a sheet of blank paper and immediately starts stacking chips. First a line of single chips, then two:She continues her work, but slowly the passion for it goes missing as if she is questioning it for the first time. He places the telephone RECEIVER to his ear as a prop:

She sits in front of a WALL PANEL, very upset, crying:She hesitates. He's still directly behind her but...She opens the panel revealing a HANDGUN, PAPERS, and 3 VELVET CASES. Evan sees the gun and eyes Kris, but she's oblivious to it, only removing the cases before returning the panel.

She's on the toilet after a night of drinking water. At the counter Evan counts the GOLD COINS in the first case and then opens the next two cases, also FULL.

PAPERS slide out of the PRINTER entitled: "APPLICATION FOR HOME EQUITY LINE OF CREDIT".

Kris wears the dress, makeup done, beautiful. She finishes filling out the application at the table. Evan checks it and slides a BALANCE TRANSFER CHECK to her.She fills it out, writes "$5000.00", signs it.He slides another check to her. She fills it out.He slides another.

Kris is alone. She's lost weight. Her eyes are sunken in. Her busywork has become more elaborate. She CROCHETS with YARN that alternates between WHITE and RED after some length:She positions herself in front of the RED PIECES in a game of CHECKERS. After some thought, she plays, jumping a piece.She adds another handwritten page from "Walden" to the chain and pours a sip of water. The chain is now 20 FEET LONG and winds throughout the room.

Evan listens to voicemail on Kris' phone while playing more poker on his.He hits "delete". Behind him Kris continues her work.

Kris, Roth again. I assumed you've been sick and maybe called HR instead. Um, I don't know why you would do that, we need to hear-

Evan is making a SANDWICH, slathering CREAM CHEESE. He suddenly notices Kris is standing behind him holding the empty pitcher. Still shielding her eyes from him, she's staring at the sandwich, salivating.She moves on to refill her pitcher, but her eyes linger. He thinks on this. CUT TO: He fills a LARGE POT with ICE.

She's enjoying a BOWL of ice, blowing over a spoonful, convinced it is hot. The large pot and ladle are on the table. On the wall SHADOWS of tree leaves dance. She laughs at them likes she's watching a sitcom. Which she is.

Evan waits in the backseat as Kris approaches from the bank. She gets behind the wheel, drops an ENVELOPE on the next seat. As they drive off he grabs the envelope, checks the CASH inside, and files it with other envelopes in a SHOEBOX.

Kris does her busywork. Evan packs the coins in the shoebox... ...puts WALDEN back in his pocket... ...grabs the telephone and pitcher... ...dumps the ice water in the sink... ...watches Kris work for one last moment before...Her works slows. She sits back. While Evan begins packing the LONG CHAIN OF PAPER RINGS into TRASH BAGS she stands, heading to the kitchen.

She sits on the floor eating from the refrigerator with the doors wide open. She's too busy to notice Evan exit through the front door with the trash bags and shoebox. CUT TO: She's gone. The refrigerator contents have been ransacked and the doors left open.

On a macro scale we see representations of chemistry, biology, branching, growth. SLENDER TUBULES glide past each other.

Still asleep, Kris' arm UNFURLS and twists seemingly under its own control until it extends out to the edge of the bed. One at a time her legs reach out to full extension. On her left calf something that looks like a LARGE VEIN rises against the inside of the skin and ELONGATES toward her foot. The same happens on her left forearm. Her eyes open slowly. Unaware, she turns to her right arm... ...to see the LONG WORM rise against the skin.

Sitting on the floor against the counter Kris frantically tries to push the worm along her ankle with her hand. With the other hand she reaches up to a drawer and withdraws a KNIFE. She summons bravery and then CUTS into her leg. She's able to pull out the end of the worm, but the more she pulls the more agonizing the pain. With 6 inches of worm in her grip she slices off its end. Immediately, we hear a HIGH-PITCHED TONE. She passes out.CUT TO: She sits at the refrigerator, EATING fast, DRINKING water. She thinks to examine her ankle and sees... The wound is SCABBED OVER.

Wesley turns the dowel for the last time, removing the last part of worm from Kris. He wheels the pig out of the room. 12 inches of worm still protrudes from its wound.

Far away Wesley sits in his chair taking notes under a book light. A VIDEO on his phone shows a CELLIST auditioning in an empty rehearsal hall. After a few bars...

Kris moans, passed out from exhaustion. Wesley pours more mixture, wakes her.

10 SPEAKERS lay in the bed as the truck heads toward the CITY on a rural road.

Against the far off CITYSCAPE we isolate a TRUCK. Extending up from the cab on a POLE is a GANG OF LIGHTS that suddenly flips on, lighting the surroundings like a bioluminescent lure. CUT TO: Alone, WESLEY (50) unloads 10 LARGE SPEAKERS from his truck. He lays them face down on the ground in a group. He hits "play" on a TAPE PLAYER next to preamps in the truck bed. GRUMBLING BASS like womb noise plays into the ground. He walks away from the setup, a FOLDING CHAIR under his arm.3 seconds in, Wesley skips to a FRENCH HORN, TRUMPET, etc. HEADLIGHTS approach on the road. He leans to his telescope: The car stops. Kris steps out in a nightgown, moving into the field toward the speakers. Wesley packs up. Kris walks almost trancelike, stopping once before continuing. Nearby, more worms writhe on the ground. Dark everywhere. She gets to the speakers. The bass switches off suddenly. The SILENCE wakes her. Wesley hits the truck headlights and moves to her. She raises her arms, showing him CUTS on all her extremities.

My name is Kevin Anderson. I'll be playing Ilaiyaraja's score from Dalapathi in G.

I can answer all your questions after. Right now there's no point in telling you. You won't remember.

No. No that won't. That's going to make you very sick. We're making your body a place he doesn't want to be. Eleven pounds makes him thirty feet long so it'll take around three and a half days.

It doesn't come from anywhere. You people just show up. I'm sure you think you're awake. You're not awake.

Incredible. What are you doing? What are you doing? Goddamn it, what are you doing?

These eight, nine notes are poison. The refrain. I can't hear it again. Anathema.

Okay, look. I'm going to clean this up, send a new version in the morning. For now, please, for my own sanity, take a giant black marker and redact bars...9-13...22-26...no 28...35-37.

They're not following the composition, they're following what they played last season or a year before...right they ARE professional so they should be able to read the page without bringing their own- yes, I know. Tomorrow then. Good night.

...won't let anyone near them. They crowd back in the corner. Violent...

Yeah, just never had them break my damn fence. Never seen the parents behave so...

That's exactly right. Your complaint is exactly the right thing to be complaining about. Perfect. Strings have to be that. Every. Loop. Perfect. No not perfect, identical. However you start has to be repeated forever, good or bad. Because over here with choral and timber we're organic and we need a gauge, something to contrast or it's all just a moving mess.

We could do it artificially, throw it to percussion et cetera. That would be easy. The challenge is to reproduce it in the analog. Remove passion from where it shows up naturally.

Uh...it rose and fell with the price of pork. My dad was a pig farmer.

Kris stands next to a STEEL PLATFORM, a scale for weighing livestock. Fluorescents hum while she looks around nervously. Wesley calibrates the scale then...She does. He marks her weight on a CLIPBOARD.

She sits on a COT downing a tall glass of a MILKY MIXTURE. She eyes Wesley who is marking up the clipboard.All business, he puts another full glass of the mixture in front of her. She grabs it and prepares to drink.Wesley silently continues writing.He pours another glass to a precise level for her.He makes the mistake of looking at her and melts a bit:Nothing.He closes his clipboard, set to leave. She's scared.

Wesley puts in EARPLUGS to muffle Kris' SCREAMS of agony coming from down the hall. He ties TWO RAW BEEF STEAKS together with GAUZE.

Wesley searches Kris' extremities: left arm, left leg, right arm, right leg. That's where he finds the NUB of the worm's head peeking out. He wraps the layers of beef over it. He pulls the cot to the other side of the room for better access, nearly deaf to her screams.

Wesley has prepped an area on the belly of an unconscious PIG for surgery. He washes it with iodine. He begins to cut out a SQUARE SEGMENT with a scalpel.

He checks between the steaks to see the worm has traveled through the first and entered the second. He inserts a WOODEN DOWEL under the worm and manages to loop it a few times. He turns the dowel, pulling more of the worm from Kris. She screams. He wheels the pig into the room on a gurney, positioned next to Kris' leg. He affixes the second steak, worm still embedded, to the square wound on the pig.She looks toward the pig and goes quiet. After some thought she downs the poison. She has seen: The setup is orderly and running well. The worm goes from her leg, around the dowel (now supported on a stand) a few times, and then disappears into the pig.

Reading from his notes he adds a line to a page of names and serial numbers: "KRIS FISCHER 20110802-Kris" On a SMALL TAG he copies the serial number: "20110802-Kris" He PIERCES the pig's ear with the tag. By now the worm has crawled further in with only a few inches now left outside.

The pig is released into the pen passing others with similar ear tags and first names: "Robert" "Luis" "Paula" etc. The pen holds 50 PIGS. Beyond it is Wesley's FARMHOUSE.

We follow as she passes through the living room, the kitchen, her bedroom. She doesn't seem to notice the TENS OF PEOPLE standing idle in every room. She begins to remove her nightgown when she stops, puzzled. She calmly steps back to the kitchen to see everyone, but before she can make sense of it...

Kris wakes in her car. She has been placed behind the wheel. The car is parked just off the road. 4 STRIPED TOWERS of an oil refinery lie in the distance. For a moment she is frozen in terror, eyes wide. She suddenly takes a huge breath, waking to her surroundings. She nervously checks the backseat, the glove box, the floorboard, looking for any clue to how she got here. A moment of thought leads her to a greater fear: she lifts her nightgown and puts a hand in her underwear. She inspects her fingers but nothing is confirmed either way.

She drives into the parking lot... ...turns off the ignition, about to open the car door but... Her hand rests on the HANDLE. She scans people: COPS, VICTIMS, MEN IN HANDCUFFS. She's hesitating. She starts up the ignition and backs out.

She pulls into the driveway, looking for anything suspicious. CUT TO: She opens the front door and pushes it WIDE OPEN. After checking around corners she quickly takes a few steps in, grabs her CELLPHONE, and retreats back outside. She dials 911 then lets her thumb hover over the CALL button. She wields this as a weapon and enters the house.

She stands in each room, studying it. The OFFICE...CUT TO: She MOPS and cleans the kitchen.

...KITCHEN. She crouches near the DRIED BLOOD on the floor. The KNIFE lies next to it. She rubs her wrist.

DRESSED for work, PURSE ready, COAT on. She sits on the couch gathering thoughts, contemplating.

She walks with determination through the parking lot toward the front entrance.

Kris sits before a female MANAGER.Kris notices a SECURITY GUARD enter and stand nearby.

And did you try anybody else? Because I spoke to Amy and she didn't remember talking to-

She walks to her car, crying and carrying PICTURE FRAMES, a MUG, etc. The guard stays behind her.

Kris is checking out, running her CARD through the SCANNER. It's not working. The CASHIER tries to help but it's no use. Frustration mounts. We're too far away to hear dialogue.

Kris waits alone. Her older sister MAGGIE stands just outside.CUT TO: Maggie has joined Kris, both seated, waiting.Kris stares forward, tense.The bank INVESTIGATOR joins them at his desk with PAPERS.Maggie scrutinizes the handwriting as another paper is slid next to it with an IDENTICAL SIGNATURE: "Kris Fischer".Maggie compares them: the same. She looks at Kris, perplexed.The three are quiet, unsure how to move on.

Richie, it's me. If you're already on the road I'm sorry, but we've got a problem. It's Kris. Everybody's safe but you need to call as soon as you can.

Coerced. See the problem I'm having is first you say theft then you say your signature is forged. Now we're at coerced. I have no interest in

proving, disproving. Certainly you've experienced something. I just know that my ability to help is coming to an end. From the standpoint of the bank there has been no wrongdoing.

I want you to understand this is not something I'm doing because I have to. The notary public remembers her, the tellers remember. But you've been very polite and seem genuinely bewildered by this so...

The Investigator is about to open a door to let Maggie into a room but first prefaces:He opens the door to a room full of SECURITY CAMERA MONITORS.

Kris stares at PRINTOUTS from the security footage: her at the teller window on separate days, alone. Maggie and their brother Rich (40) sit far away, discussing:Rich, already in shock, takes this hard. He can only laugh. CUT TO:CUT TO:

I have a good idea where it went, Maggie! What are we intervening? Is this where we do the whole - because whatever she's on (to Kris) whatever you're on I'll write a check right now for the precise amount it would take you to OD. Give me a number!

Maggie stares at the wall. Beyond her Kris removes her nightgown and waits to be inspected in her underwear. Maggie turns to Kris, sees the WOUNDS, and instantly has to look away. She melts down in a horrified crying grimace.

JEFF (35) finds a seat in the front car, heading for work. He sits up. Something is off. He looks around. Did he forget something? He checks his bag, his wallet. Nothing. His head is drawn toward the rear of the train. He suddenly gets up and walks back with his belongings. He moves into the next car back, checking the passengers. Nothing. He has a seat there. Still not right. He gets up again and moves back a car, his hand tracing along the seats. He doesn't know what he's after. He enters the fourth car, sees Kris, thinks, sits across the aisle from her. Her head rests on the window, headphones on, eyes closed. Dressed CASUAL, her hair is SHORT BLONDE now. He studies her, then her bag, her hands, the floor, thinking. She opens her eyes, aware of something but not sure what. She sits up, removes headphones, searches the room, lands on Jeff.

They finish coffee, exchanging business cards. She writes her number on the back. Awkward but full of promise.They depart.

Different day. Jeff waits for the train. It comes. As it slows to a stop he scans each passenger car, looking for someone. He gets on, looks around, exits. The train departs. He waits again.

Kris rides to work, her head in a catalog. SOMETHING quietly draws her attention forward. She lifts her eyes, then head, scanning outside.

Jeff gives up on another train as it departs. Now it's his turn to be drawn. He looks down the empty railway. CUT TO: A new train is coming to stop. He walks alongside, not even looking in the windows. He senses which car to enter. He boards and finds a seat across the aisle from Kris who turns back to him even before he arrives. Silence. Jeff catches his breath. Kris is stoic.She nods, not giving anything away.

They sit near the window. She's digging through her purse, half-listening to...The purse-digging has become distracting. He goes quiet.She finally retrieves a PRESCRIPTION PILL BOTTLE and puts it on the table between them. After a moment, she explains:He doesn't know what to do with that.He stands a menu up to hide the bottle. He thinks.She's not amused at his deadpan. He smiles.

They walk leisurely. It's still a date of some kind.They walk in silence, nearing the TRASHCAN. They pass it. It's not as amusing as he thinks it is. Finally...

She's about to step onto an ESCALATOR. They are winding down.She moves away, gets on the escalator. He smirks, trying to be amused at the insult. Instead he gets awkward and a bit angry:He starts down the stairs, walking alongside her.He heads back, trying to exit on his own terms.

Kris operates a LARGE INDUSTRIAL PRINTER. She waits for it to finish, getting lost in the drone of the machine, her thoughts.

She eats a sandwich on break, watching people. Her hand \* rests behind her, lingering over the outline of TINY MODEL BUILDINGS, which are part of the sculpture. She stays on a particular one:

Jeff has his PAPERWORK laid out on a table. People use the VENDING MACHINES behind him. He wakes from a daze and looks across the office floor, his eyes landing on a far away NAME PLATE that reads "E. ALDERMAN". This means something to him. Coincidentally, ALDERMAN steps out and speaks to his secretary before heading away. Jeff watches him go. An INTERN passes Jeff, which reminds him:Jeff doesn't like that answer but is staying friendly:And that's the best he's going to get so he resigns:

He plays SCRATCH OFF LOTTERY TICKETS on a trash bin. No luck. He tosses them. He's about to leave when... ...instead he heads back inside...

Jeff walks past GUESTS checking in. He removes a FOLDER from his bag, enters a back office, seemingly belonging there.

He and the hotel owner, RAJ (50s), are poring over FINANCIALS. He digs into a bowl of M&Ms, separating out the BLUE ONES.CLOSER on the M&Ms, his hand stabbing into them.CLOSER STILL on the M&Ms. He stabs again.

A HAND picks up STRAY CONCRETE BITS off the bottom of the pool. Kris is swimming, hovering, scanning, searching the pieces. Alone, quiet, small in the frame.

A CLERK is checking Jeff in. It's informal. Clerk is more interested in a COWORKER'S story...Raj passes by, gives Jeff a goodbye pat on the shoulder.

The place is dark and closed for the night. Jeff sneaks behind the counter and snatches a BOX OF STRAWS.

He opens the door, enters, unpacks. CUT TO: He dumps the straws in a pile on the desk and begins work. Our view is from behind him so we can't see what he's doing.

Wesley listens to a symphonic score on HEADPHONES. The room contains mics, synths, etc. He shakes his head, aggravated:

He studies SHEET MUSIC. Now a stereo BLARES the score.He shuts the music off.We realize he's speaking with someone on SPEAKERPHONE:He rifles through sheet music, circling the appropriate bars.Wesley is already moving away, ready to hang up.

Done. I'll toss the lot. What it's worth I think it's fine, but do what you need to.

He purposefully steps to the gate, waits. He scans the varying clusters of pigs intently. CUT TO: He slowly walks through the pen, looking from pig to pig. He passes one and lowers his hand like he's feeling a breeze.

A DESKWORKER sits at his desk alone, typing, reading, etc. WESLEY'S HAND passes by as if he's walking along the cubicles.

A WOMAN eats lunch at a table alone, watching people. NEW ANGLE: Wesley sits across from her. She doesn't notice. He gets up to leave, unsatisfied. She continues, unaware.

Wesley stands from a seated position and crouches near another pig, pulling its collar to inspect its face.

He stands on the sidewalk. A SHOPPER turns to face a window near him, moving her head just like the pig did when pulled. He "releases" her and she moves down the sidewalk. He turns.

He turns. Something is drawing him in. He steps away. RED LIGHTS flash against his face as he approaches a pig.

A HUSBAND worriedly watches EMTs push his WIFE on a gurney into an AMBULANCE, lights FLASHING. He's in shock. A PLASTIC SHOPPING BAG hangs from his fingers. Among the ONLOOKERS behind him, Wesley arrives. An EMT interviews a NEIGHBOR woman:EMT talks to Husband:Neighbor gently takes the plastic bag from Husband:

I had seen her earlier from my kitchen- she was weeding her garden and when I looked back she's lying on the ground and I knew something was wrong. I ran to the fence and kept yelling "Jill! Jill!" but she just wouldn't...you know...

-taking any kind of medication? She have a health condition of any kind?

Goddamn it, Jillian. That doesn't fix anything. Just words. I gotta go.

Damn it, Jill. This is worthless. Doesn't fix anything. I'll be back.

The ambulance speeds down the road. Husband watches the EMTs work on Wife. Wesley sits far in back, watching it all.

Wesley has brought out his lawn chair, his notebook, and a small SYNTH PAD. He sits next to the pig, composing.

Husband sits, wide-eyed, worried, staring, thinking. Wesley sits behind him on the opposite side of the row of chairs, back to back, keeping close. He begins to hear FAINT VOICES. He leans near Husband's head and the VOLUME increases:Closer still and he can see Husband's thoughts:

I wanted to say that I hope today is better and that I love you.

Husband is trying to leave, his hand on the doorknob. Wife pleads with him. Their clothes tell us it's earlier today.He opens the door and walks out. CUT TO: In the den, Husband unscrews a light fixture, checks the BULB.He walks to the front door. Wife is in the kitchen.He pauses as she approaches, something on her mind:We're back where we started. Except slightly different:He opens the door. Steps out. CUT TO: 10 seconds ago: He's at the door. She walks to him.He opens the door. It repeats again:He relives variations of this dialogue over and over.

And I made a list of the things I want to try harder at. I love you.

I just want to say that I hope today is better and that I do love you.

I think you were right about a lot of things and I hope today is peaceful-

He walks out again. This time it plays out longer: He gets half way to the car, scanning the front lawn. He turns back to see her waiting in the doorway.She nods. He walks away.

A NURSE holds the door open, letting Husband into the room. There is no urgency. Wife is still. An INTEBATION TUBE has been removed. Husband stays at the foot of the bed. Against the wall Wesley is near tears, connected emotionally.

He's picking out notes on the synth. Chord structures loop and grow, heightening to a crescendo. Then he stops it all except for one SMALL REPEATING NOTE.

Husband has arrived back at his home. He sits upright on the couch alone, staring, in shock. The note stops.

She's on a break talking to a coworker. We can see Jeff way up front. Her head suddenly lifts a bit. Without looking she knows he's near. It's a pleasant thought. She dwells on it...

Kris and Jeff sit at the rear of car, watching a WOMAN KNIT:They play a game, guessing what's wrong with people. A MAN:She checks Jeff's response. It's a subtle: No.No.Hmmm. Interesting but no.Wow, close.He admits it with silence.

They walk away from the station into the night.You do a program or something?

On Jeff's left and Kris' right ankle we see MATCHING SCARS: a circle with an odd "+" in the middle.

We crane above Kris and Jeff until we see they are now not on the bed at all but instead on a bed sheet laid on the...

...GROUND. They stay asleep, surrounded by pigs. PAN OVER to see Wesley pushing a WHEELBARROW to the pen. He pours several bags of feed into the TROUGH. As the pigs jockey for position, he tosses in some BROWN BANANAS, etc. The pigs FEAST greedily.

SCRAMBLED EGGS SIZZLE in a pan. They make breakfast. Jeff butters toast, gets jam from the fridge. Kris' eyes follow him back and forth. When he gets close she lunges at him for a brief kiss, almost desperate. Then nervous.

They enter the room. Jeff shows her around.She's sitting on the bed, her jacket still on, not comfortable. He reads a room service menu.

I do the books for a group that owns a few of them so...it's sort of a perk.

Same situation. But if you're willing I can pay cash for three months in advance plus last month of the lease...

He leads her by the hand to the back entrance to the kitchen. CUT TO: The place is empty. They eat burgers they made themselves.She looks at him, almost troubled, scrutinizing.She waves it off. Nothing.

Wesley is bringing in GROCERIES from the car. He sees something in the pen that causes him to halt for a second. He watches before moving on.

He approaches with a BAG OF PEANUTS, eating a few. He stops at the fence, watching... In a corner of the pen TWO PIGS, K and J have isolated themselves from the others. K lies down and J looks like he's standing guard. Wesley moves to them while staying outside the fence. He throws a couple peanuts on the ground. J gobbles them up. Wesley throws some more, this time closer to the rest of the pigs. J moves in that direction but won't go past a certain point. Other pigs finally come for the peanuts. J gives them a LOW GRUNT, warding them off. Wesley's not happy with this.He throws the whole bag, trying to coax J away from K.

Jeff's cell phone BUZZES on the desk, a message. From the bed Kris notices and looks to the bathroom where Jeff is showering. CUT TO: Out and dressed now, he's putting on a tie.He checks it. She waits. He goes back to getting ready.For a second he pretends to not understand, but:He sees she was hoping for a different answer...She tries to hide how happy this makes her.Yes, more than anything but she can only nod and smile.

Jeff waits for her, keeping an eye on the front. A COWORKER approaches, introduces his DATE, heads inside. Jeff stays, waiting, thinking, worried.

The taxi arrives. Jeff opens the door for Kris and pays. She takes in the hotel, ready to walk in... ...but he needs to talk, points away from the hotel and... ...leads her by the hand across the street, dodging traffic...

They're at a small table. Kris waits for him to speak as he nervously removes the PAPER WRAPPERS from straws.He holds up a hand to keep her calm. She's got the wrong idea.Kris looks to the door like she might bolt. She doesn't.Kris almost smiles, relieved, but still wonders...She stares at his hands. He has made a CHAIN with the straw wrappers like she made with Evan. But she doesn't remember.

Jeff sleeps. Kris pours a cup of room service coffee. CUT TO: She sits near his feet, drinking, looking at his ankle, the WORM SCAR. She's not alarmed. She's seen it before. She runs a finger over her own, grazes his. He stirs.She stays on his ankle, in a daze....

Wesley holds headphones to one ear and a cellphone to the other, discussing the symphony with someone:He hangs up, continues playback, but then stops it, listening: LOUD PIG GRUNTS erupt from outside. WOOD BREAKING. He steps to the window, flips on the lights over the pen. He scans with binoculars.

He carries a few 8-foot lengths of wood to the fence. He inspects the damage: CRACKED FENCE POST and BOARDS. He looks into the pen: K and J still isolated from the rest. He starts repairs, pulling off the damaged wood. CUT TO: Wesley walks with a VET into the pen toward K and J.CUT TO: Vet is feeling K's belly. Wesley holds J back with rope.Vet is scanning the pen, seems to have a question.Wesley wants this conversation over, starts heading back.

If I had to guess...here get him, hold him back...if I had to guess...

Yeah, she has a litter on the way. They can get very protective. Might explain. But you've had litters here? Surely.

I see. If you do need another buyer I know a petting farm always needs piglets...

Kris sits in a gown across from a female OBGYN.Kris isn't buying this. Pompous doctors...Kris shakes her head no. Why is she asking?Obgyn exits politely, leaving Kris with questions. She can hear Obgyn in the hall telling a nurse:

Well, you can't always trust those. And the HCG in your blood tells us that you are not. So that's more definitive.

Now I want to make sure we have correct records. You didn't list it

in your questionnaire, but have you had any surgical procedures on your pelvic area?

Let's get her a pelvic CT and white cell count. Put...sonogram inconclusive.

The good news is there's no sign of any remaining carcinoma. Labs show you're in no immediate danger. But the trauma it left behind is significant.

By all appearances, and this is Doctor Pear's opinion as well, you are a survivor of stage three endometrial cancer.

Well, I'm saying two things. It is highly unlikely given the state of the organs that you could ever become pregnant and...

...if by some miracle you were to conceive, the faculties are too damaged to carry a baby to term.

Obgyn consults with a COLLEAGUE in front of MONITORS showing CT SCANS. They point to a DARK VOID on the screen:

I'd say post cancer. This is where they removed the tumor, this cavity.

Kris is on the table, unconscious, wearing an anesthesia mask. Obgyn makes an INCISION on her abdomen.

A LAPARASCOPE is fed into the cut. A nearby MONITOR shows live video of the probe's progress.

TWO EMPTY SHOT GLASSES sit before him. He downs a third and orders a fourth. It's settling him.

Kris recovers in bed. Obgyn sits across from her:CUT TO: Alone, Kris changes out of the gown into clothes.

She turns a corner to start up the stairs to the platform. Jeff comes after her, desperate:He runs up. She falls into him, breaks down.He smiles. Right now he'd do anything.

Jeff and Kris sit in a BEAT-UP TERCEL with "FOR SALE" painted on the window. It's stopped at a FORK in the road near the 4 striped towers where Wesley left Kris.

Jeff looks around, trying to form an answer to:She wants his answer first. He looks again, really trying. He checks her face for clues and subtly gestures to the left. This makes her happy. He must have guessed correctly. The car takes off down the left road. CUT TO: They pull into the next fork in the road:She looks at him. He looks back: what?He smirks, not seeing how that's going to work. CUT TO: They pull into the next fork. They write down their choices on INDEX CARDS and compare: "left" and "left". They go left. CUT TO: Next fork. Index cards: "right" and "right". It's working. CUT TO: Kris's expectations are dashed. The cards: "right" and "left". She gets out, looking for clues on the horizon. From the car:

Jeff sits at a computer, browsing Craigslist for houses. On screen is an AD with pictures of a SUBURBAN HOUSE. He flicks the mouse and 12 ADS FAN OUT. The ICON travels over them until another is selected. On the next page we see the text: "2221 Point Merit" and "Call Danny". Jeff searches "2221 point merit danny", clicks on a link. A page of home owner records comes up. Next to "2221 Point Merit" we see the name "Daniel Goudelin". He searches "danny goudelin", finds an article on a local restaurant with a picture of a MAN standing proudly in front of "Goudelin's Eatery". The caption below reads: "Owner/ Proprietor Danny Goudelin". Jeff thinks, begins muttering to himself. We barely hear:

Jeff talks quietly with DANNY who is showing the EMPTY HOUSE.Kris inspects the kitchen, faucet, lights, the TILED FLOOR.

Oh, sure. Let's do this though. We can run your wife's credit, do it in her name.

NEWBORN PIGLETS nurse from K. J stands nearby. The weather is clear here, but far off on the horizon is a DARK CLOUD FRONT. Wesley watches from afar.

Kris takes out the trash. It's RAINING. A Coworker passes her:NOTE TO READER: Yeah, that's weird. We'll get to it later.

Jeff lays out REPORTS at each seat around an empty conference table. Intern 1 and 2 should be helping but talk instead.

The collar goes around J's head and CINCHES tight. J GRUNTS and SQUEALS as Wesley pulls him to a remote pen.

Jeff carries a BOX of reports down an aisle. The Interns follow. Jeff is agitated, suspicious of them. He turns:He stares at them, sure they're up to something. Angry.Jeff turns, resumes walking. They drop back. He stops. Suddenly he throws the box to the ground and charges back.They're stunned, speechless.He grabs Intern 1, trips him, throws him on his back, gets in his face, menacing. Intern 2 moves to fend him off so Jeff swipes at him, missing. Jeff tries to stand on Intern 1's throat, hoping to grab a piece of Intern 2. He gets his shirtsleeve and some hair.Things come to an awkward pause. No one knows what to do. Jeff releases them both and staggers away, getting scared now. He heads for the elevator, loosening his collar and tie.

Jeff is in the elevator. The DOORS are closing when he blocks them with his arm, holding them open, not ready to let go. He's getting worked up, thinking. Angrier. He exits, storming down the row of offices to...Alderman stands, wanting to reason with him.Jeff VIOLENTLY STRIKES his palms together, posturing:Alderman calmly moves to the door, passing him.In a flash, Jeff grabs him and SLAMS him into a cabinet.

At his desk Alderman hangs up the phone. Jeff stands just inside the doorway. The office is abuzz behind him.

Jeff, whatever you think is going on, people here aren't against you. We always-

The door BANGS open and out comes Kris, frantically dialing her phone. She hurries down the alley. The call won't work. She crouches next to a dumpster to concentrate on the phone, shielding it from the rain. It fails again.She PUNCHES a discarded PLATE GLASS, shattering it.

Wesley loops the collar around K and fastens the pole to the nearest fence post. She fights it. She KICKS and SQUEALS furiously as Wesley pulls each piglet from her teats and places them in a SACK.

Jeff surveys his reclaimed office, not sure what he's won. In his confusion something nags at him... He pulls his phone from his pocket, holds it out like he's waiting for it to do something. Nothing. He places it down on the desk and focuses on it:He snaps out of it as a POLICE RADIO SQUAWKS far off. He bolts towards the stairs.

Panicking, she looks down both ends of a blank corridor with intersecting halls. Her hand is now WRAPPED in BLOODY CLOTH. INTERCUT He pulls over. Thinks. Then, like he's reading a map:He resumes driving, making a U-turn. She moves down the hall, passes a row of CHAIRS, turns left.She opens it, but...She moves to a door on the other side of the room, which leads to another hall and finally an exit outdoors. She opens it: The Tercel comes screeching to halt in front of her.They drive away from what we now see is his office building.She looks back at the building:

The Tercel POPS the curb, careening into the driveway. They rush through the front door, slamming it behind them. We hear them frantically rummaging for things they need.

They rush from the kitchen to the garage to a hall closet. We're always too late to see exactly what they're doing:They end up in the BATHROOM. The DOOR slams. Then SILENCE.

Jugs of water are stashed on the floor next to a loaf of bread and some fruit. Kris' HANDGUN lies on a towel at the ready as well as an AXE. Furniture barricades the door. Kris and Jeff nest in the tub, now lined with BLANKETS. They watch the door fearfully, holding each other, waiting.

Wesley's truck pulls to the middle of the bridge, 30 feet above the water. He grabs the sack from the truck bed and TOSSES it over... ...where it PLUNGES UNDERWATER. The piglets SQUIRM VIOLENTLY in the sack as it rises to the surface, floating downstream.

Further downstream the sack floats over tiny falls then calm water until it gets snagged on a TREE BRANCH. It rests there on the water. Lifeless.

All is quiet and dark. The bathroom door opens. They exit. CUT TO: Kris WEEPS inconsolably on the couch. Jeff sits, seething. He gets up, grabs the AXE.

Jeff chops down a medium-sized TREE. After a few final WHACKS, he pushes it over, wearily watching it fall. Beyond him we see the previous 4 TREES he has CUT DOWN.

The branch is tearing a HOLE in the sack as it jostles. Eventually, the piglet CARCASSES float out and downstream.

WATER SWIRLS down the bathtub drain. Kris places a STOPPER over it. She's drawing a bath. CUT TO: Immersed in the now-full tub, she stares off, miserable.

Carcass #1, waterlogged, sinks below the surface until it comes to rest on the creek bed surrounded by rocks.

Kris sinks underwater, almost unaware that she's doing it. Her EYES stay transfixed at some point miles away.

Kris lies completely still, staring underwater. Seconds go by. Suddenly, she emerges, remembering to breathe, GASPING.

Kris is curled up on the floor, not watching the TV that lights her. Despondent. Jeff watches her from the next room:CUT TO: He's lying next to her on the floor now. They whisper:He's confused and suspects she's toying with him.Now he's sure of it:She pauses, giving him every chance before she unloads:He gets quiet, shakes his head: This is idiotic.He walks away again, searching DRAWERS as he goes.He's found a FOLDER he was looking for. He lays it out for her, showing RECEIPTS one by one:She looks them over, her premise dissolving.

Carcass #1 has decayed. Only a SMALL HOOF is recognizable in the mass of rotting flesh. EMBEDDED in what was once the abdomen is a golf ball-sized SPORE.

Another spore lies near Carcass #2. Suddenly, it SHOOTS out a TURQUOISE POWDER in all directions. The powder clouds the water as it RISES to the surface. It clumps on the water, accumulating against the grassy bank. Growing on the bank is a patch of 30 WHITE ORCHIDS. \*

Elise (70) and her granddaughter Phoebe (15) search among the trees for something, wearing BACKPACKS and SMALL GARDEN TOOLS.She's found a patch of WILD YELLOW FLOWERS. Elise crouches next to her, inspecting:Elise is looking elsewhere, not able to hide her disinterest.Phoebe smiles, appreciating the false politeness. They depart.

Certainly. Put them in with yours. I'll go ahead to the bankside.

Love it. Very you. Perfect. I have a pair of hose for you instead of those socks.

Gram, I don't think you could explain any of these things either. Like, you quit smoking and my mom can't. Why? I mean why, uh, why'd you pick that car when all you do is complain about the color? Why'd you marry grandpa? Why anything.

I don't think it has a name. We have them up on a bit of land my family has.

It'd be my Granddad Walter's then. We'd name it after him. He used to give them to my grandma when they were courting.

Gram, there's none here either. Maybe further up? Should I grab white?

Of course it did. We scouted. Had a great breakfast. Saw mayflies- a storm of them.

No, I'm asking why. The boy doesn't matter. You will have to pare down a wide selection to get one that does. I'm asking for the reason.

No, not impossible. But it will be, looking back. That's why you keep a record.

Name it for yourself. Your mother. Don't name it. Doesn't matter, not him.

They look down the embankment to a PATCH OF WHITE ORCHIDS. Elise smiles, having found it:She walks down, followed by Phoebe. CUT TO: They kneel, digging up several TURQUOISE ORCHIDS that grow amidst the white ones and packing them in soil and burlap.

Phoebe plays a GAME on her phone, stopping when Elise sits down next to her to enjoy the air.Phoebe finds her ignorance sweet but doesn't let on:Phoebe smiles, not really inspired, but...

Phoebe sits at the table in front of an open JOURNAL. The page is blank. She flips a pencil over and over. Beyond her Elise prepares dinner in the kitchen.

Phoebe is working on an ELABORATE FLORAL ARRANGEMENT. RIBBONS, SOIL, many different kinds of PLANTS and FLOWERS lay on the table in front of her. She references a HAND-DRAWN PLAN, a SKETCH, and a PHOTOGRAPH of an arrangement taken years ago. She unwraps two turquoise orchids from burlap, cuts the stems. CUT TO: She takes a picture of the FINISHED ARRANGEMENT with a phone. CUT TO: She disassembles the arrangement. Each flower is packed in WET NEWSPAPER, rolled in CLEAR FILM, and placed in a separate BOX. Then the boxes go in a RED COOLER. Phoebe stops, seeing: An INCHWORM is on an orchid, chewing into the blue pigment. She checks the soil still in the burlap: SEVERAL WORMS.

She holds one out for Elise to see. She's not surprised:She finds a BOTTLE of homemade bug spray for Phoebe.

The leftover turquoise orchids, now in plastic pots, are mixed among other wildflowers on one of 4 PALETTES in the back of Elise's station wagon. Each pot has an "E + P \* EXOTICS" STICKER. Phoebe and a nursery employee unload them, \* stacking the palettes at the rear of the building. Elise waits in the passenger seat, the red cooler behind her. CUT TO: Finished, Phoebe gets into the driver's seat.

Phoebe drives. Elise has nodded off against the window. CUT TO:Phoebe shakes her head, unsure.This cracks Phoebe up. Crazy grandma.

Phoebe pours more BAGS OF ICE into the cooler, letting WATER drain from its spout. Gas is pumping. Elise returns to the car from the store with a SHOPPING BAG. She drops it on the front seat: A NEW JOURNAL and PENS.

They wait as a PORTER transfers their LUGGAGE and the red cooler to a roller. He follows them inside.

The refrigerator is DRIPPING WATER onto the tiled floor. Kris crouches down, inspecting. The water pools, slowly spreading throughout the channels of grout in the tile. She moves to the outer edge of the spread where a single STREAM is creeping towards a 4-way split. She's captivated by it, which says more about her mood than anything. She sets down a HALF-FINISHED GLASS OF WINE on the floor, waiting. The water finally meets the junction and does what we expect, following each of the 3 new channels. She studies them.

Phoebe refills TWO GLASSES from a WINE BOX. She turns to Elise who has tried on a new dress, waiting for a critique.That last one resonates with Elise.

They enjoy the air, the wine, city sounds. Phoebe has the new journal open on her lap, pen in hand.

Kris is tipsy now. She's balancing herself like a tightrope walker, arms out at her side, wine glass in one hand.She moves from one floor tile to the next in the row, one foot per tile, keeping straight. Then another and another.On the next step her foot hovers over the tile, not ready to land. Slowly it MOVES OVER to an adjacent tile on the right. Again it hovers there like she's not sure if it will support her. She TOUCHES DOWN and slowly rests more weight on it, then moves the other foot over. A tiny change has occurred.

If not you'll say oh I must have been thinking this or that or maybe I'm just that kind of person. It'll be a blank white page and you'll mark it up with best guesses. And after that...

...after that happens I don't know if you can ever change it. The words become you.

Jeff arrives home, drops his bag, walks to the kitchen, sees: Kris waits for him, her hair changed back to DARK BROWN. She wears her former OFFICE CLOTHES. He's surprised, suspicious.She sits him down with something to say:She stares at him until he gets it.She doesn't say no. She's staying calm, knowing he won't.He suddenly stands up violently, kicking the chair over.CUT TO: He storms out the front door. She flushes the pills down the toilet.

A GARDEN SHOW AND FLOWER COMPETITION is being held. Tables are lined with horticulture products, publications, and flowers. Along a wall are the FLORAL ARRANGEMENTS in competition. 3 JUDGES are inspecting them, taking notes, discussing. They arrive at Phoebe's creation. They seem to like it, paying close attention to the orchids at the center. From a ways back, Phoebe and Elise watch, squeezing hands. CUT TO: It's won a BLUE RIBBON. Phoebe chats with a Judge.Elise watches from a distance. She shares a smile with Phoebe.Elise looks worried at this.

What is this beautiful orchid? The turquoise? What is it called? Tremendous.

It's so easy, just a little paperwork. In fact I'll put you in touch with a flora taxonomist I've used that can walk you through it,

but hey if it is a new species they let you name it after whoever found it. You could have your very own flower.

Phoebe enters with the ribbon, looks for Elise, and finds her sitting at a table with a drink, solemn. We focus on Elise's ANKLES which are crossed tight. We stay on them, the SOCKS. CUT TO: Phoebe takes a seat across from her trying to understand a newfound tension between them. A WAITER stands nearby:Phoebe doesn't get Elise's stoic demeanor. She thinks it's the ribbon and slides it over.Phoebe looks past her, trying to solve this.Elise just stares back. There's not going to be an answer.Seconds pass.And again. Brutal, quiet, haunting.

Kris speaks to her BOSS.Customer doesn't know what that means but gets out politely. Kris is left embarrassed. What did I just say? CUT TO: She searches the phrase "friend of human progress" on her phone. Up pops a listing for "WALDEN by Henry David Thoreau". She reads the full quote aloud:

Oh, thank you. You saved my life. I don't know what I- you're a true friend.

She searches the shelves, pulls out a copy of Walden. CUT TO: Seated, she holds the copy open, looking off, having read something that scares her a bit. She's unsure what to do.

ELEVATOR DOORS open, revealing Wesley inside. He studies a NOTEBOOK, unaware of the open doors until they almost close. He puts up an arm to keep them open and exits.

He sits in a chair, still in his notebook. A young man, VOLUNTEER, approaches:Wesley looks up.

I know you work, or you write I mean, out of town. How do you find the city?

Volunteer drives. Wesley eyes the downtown high-rises.Wesley isn't sure what that means.

They enter on an upper level, looking out over the hall. Wesley scans from the floor seats to the balconies.CUT TO: Wesley sets up a GREY BOX on stage and steps away. He hits a button on a REMOTE. A LOUD TONE emits from the grey box, echoing against the back of the hall, dying down after a few seconds. He turns his head and tests again. CUT TO: Again he tests the acoustics, this time from a floor seat. CUT TO: One more test from the very back seat in the highest balcony.

Wesley directs a small group of Violinists rehearsing PRECISE STACCATO BLASTS. He listens. CUT TO: He's in a conversation with the most vocal one, LEAH (30):The other players are quiet. Leah might have crossed a line. The room is tense. Wesley stays calm, even amused.

You can't say it's worth doing just because it's difficult. That's confusing two separate ideas. Were you born into money? Rich people always use the word challenge when they want everyone else to do something hard.

Wesley conducts a FULL ORCHESTRA rehearsal on stage. Among the violinists Leah plays with intense concentration. A few seconds of CONTINUOUSLY HEIGHTENING NOTES before Wesley stops the whole thing. He stares at the floor, the room quiet. He looks to Leah, but she already knows:She packs up, walks off.

Jeff passes through, gets almost to the elevators when...Busy on the phone, he points to a WRAPPED PACKAGE on the desk.

Jeff tears the wrapping, pausing for just a moment before deciding to remove it entirely: a copy of WALDEN.

Now on their bed, he struggles for words. Kris listens.His eyes water. He looks like he may say it.

Kris wakes, sits up in bed, about to stand, takes a moment. The ALARM CLOCK flips to "5:28" and the radio turns on. An ad for a symphony plays accompanied by STRIKING CHORDS:She shuts it off instinctively. Then after a moment... ...she turns it back on, now listening intently:Jeff steps from the bathroom with a toothbrush in his mouth, stunned and listening.

This fall...the KL Symphony Orchestra marks the beginning of its 75th season. A gala event featuring the highly anticipated return of-

From the mind of internationally-renowned composer Wesley Van Kraus...the premiere of

an original work...REPETICO: a journey beyond grace and light. Tickets available now.

The orchestra is WARMING UP. Jeff and Kris sit on the third row. She reads the PROGRAM: we see the title "REPETICO", "Composer Wesley Van Kraus", and on a dedication page "For Becky, my life." Jeff, staring ahead, suddenly turns to the audience behind them. Kris senses it too: something is out there. APPLAUSE wakes them and they turn to the stage where Wesley steps out, bowing slightly. He scans the audience, the balcony, his eyes lingering too long. He senses something too. Wesley raises the BATON. A moment of silence. He thrusts it. The music begins softly but we only see... MICROSCOPIC CHEMICAL AND BIOLOGICAL REACTIONS. The TURQUOISE POWDER effervesces against the surface of an ORGANELLE before disappearing inside. BLOOD FLOWS, carrying the powder. After fading to an echo, the music returns with a CRESCENDO: Kris feels the effects, looking like an invisible hand is slowly pushing her over. She almost loses consciousness. Jeff is breathing hard, trying to withstand the spell they seem to be under. He braces against the armrests. Kris tries to stand. Jeff helps her. They move to the aisle. As they walk to the back exit, they notice a MAN in the audience on the right get up, moving to the aisle. A WOMAN stands on their left. Then an OLDER COUPLE, all joining them in exiting.

Kris, Jeff, and 9 OTHER ABDUCTEES are assembled in a group. They look to each other, searching faces while the music plays on, muffled through DOUBLE DOORS. Kris notices that one of the men, GRAHAM, lingers near the door. He presses his head to it, listening. A young woman, DOROTHY, follows too, leaning against the other door. One by one they move into the doorway huddled together in a trance. Kris joins them, letting go of Jeff's hand. He resists, covering his ears. He backs away, headed outside. APPLAUSE ERUPTS. The symphony is over. Doors open. The audience files out.

Jeff walks around the back of the building. He pulls on an unmarked door. Locked. He moves on. He tests another door. Locked. He heads toward a fleet of BLACK TOWN CARS parked on the street. After scanning them he gets back to testing doors. He runs his hand along the wall. An ELECTRIC CABLE is affixed to it. On a hunch, he reaches out to it, sensing something... He turns just before a door 20 feet back BANGS OPEN. Wesley exits with Volunteer, crossing to one of the Town Cars. Jeff rushes to him. For a brief moment Wesley recognizes him before ducking into the car. Jeff rubs his throat: the collar.Wesley turns to him as the car door closes. He drives off.

Kris is still with the abductees. She steps to Jeff as he approaches. He's stunned, almost smiling:This excites her. She's thinking of a next step.

THREE CARS idle at the fork, parallel to each other. Inside all 11 abductees silently write on index cards. The cards are passed from car to car to car. Kris tallies:The cars drive off down the leftmost road. CUT TO: Next fork. Another vote. They take off right. CUT TO:CUT TO: Another vote.CUT TO: Another fork. They continue.

It shouldn't count if it's that close. If there were twelve of us it'd be a tie.

That reminds me...when it does get colder...at what temperature do we need to start thinking about maybe an indoor pen? Space heaters and you know...

-no, I'd prefer to keep them groomed, get them bathed every other day but if the natural instinct- I mean if they like being shaggy I don't want to just force-

Cars gas up. People are tired. They split off into small chats. Dorothy shakes her head, despondent. Keith checks his watch, yawning. The mood is dour. Brent and Jeff confer over a road map:Carol flips through the votes, comparing, finds something odd. CUT TO: She walks to Kris with the cards.CUT TO: Kris marches angrily to an OLD COUPLE, NORA and CLYDE:They stare back, dumbfounded. Kris holds up index cards:They have no answer. Kris turns to Clyde:CUT TO: He sits. She crouches, pulls down his sock, and sees the scar. Satisfied, she turns to Nora:Nora doesn't move, obstinate. She looks to Clyde for help.Nora refuses to answer.Kris, furious, SLAPS Nora. Jeff pulls her off.

Let me stop you. Don't worry about cost. These pigs are going to be better cared for than most people's kids. It's going to be embarrassing. Now. If they could choose anything...what is it that they really love to eat?

How much space is ideal for them? Do they roam? Would they rather have smaller pens but more of them if that makes sense-

-so I thought we'd mix in a lot of fresh produce, vitamin supplements, a lot of whole grains. Is that right?

The cars idle. Index cards are passed in. Brent tallies. Keith leans in the window to see how things are going:Keith gets back in his car, announces:The cars drive off. Kris, in the front passenger seat, senses something, turns around, scans each face, lands on Graham. What is it? He's lost in his own world, staring at the door. Ominous. Kris sees that Carol also feels something from Graham.

Wesley eats toast over his morning paper at the counter. Hearing VOICES, he turns to see the abductees out front. They are huddled together, trying to decide something. Recognizing them, he's a bit surprised but not unhappy. He cleans up his breakfast, tucks in his shirt, and moves toward the front of the house, looking to welcome them.

On the edge of the group Carol stares at the pigpen. Kris follows her gaze and ends up staring too. There is a faint discussion about what to do next but it dies down, as one by one they all turn, drawn in. Kris steps first and before long the group is walking toward the pen, everyone but Graham who is nowhere to be seen. Suddenly Kris stops, turns back to the house. We hear a GUNSHOT. The group turns to the house. ANOTHER GUNSHOT, the MUZZLE FLASHES inside the house. Wesley CRASHES through the front door and falls to the ground, escaping from Graham who follows him, GUN outstretched. Stunned silence. They all watch Wesley crawl, slowly die. Jeff moves to disarm Graham but Kris stops him. She knows:Graham puts the gun to the roof of his mouth.

A pig BUCKLES to the ground just as Graham, in the far background, pulls the trigger and COLLAPSES himself.

The cot is still there. Clean linen. Well lit. They file in like they're touring an historic landmark. When the others leave, Carol can't tear herself away.

They crowd around the desk studying Wesley's notes, sketches, the CLIPBOARD of abductees' names. Kris scrolls to the top of the list to the only one without a last name...

The abductees spread out into the pen. Kris walks alone, slowly but directly, to K. She crouches. JEFF approaches holding the clipboard. He compares K's tag:Kris wells up, it finally hitting her that she's not crazy.Beyond them, the others are finding their matching pigs.

The pigs empty out of a LIVESTOCK TRAILER into a large pen surrounded by an AGED YELLOW-PAINTED FENCE. Nora and Clyde wrangle them while other abductees continue repairs on the fence, replacing decay with new lumber. A TRUCK arrives on the road. On the side is painted "'No man should be allowed to be President who does not understand hogs.' - President Harry Truman". A NEW VET emerges. Carol greets her, leads her alongside an OLD YELLOW FARMHOUSE.

The place is DUSTY, seemingly abandoned for decades. Brent has to practically knock the door down to get in. He carries BOXES of Wesley's sketches and notes, which he stacks in the corner. He looks around at their new workplace.

Over a picnic-table lunch, they all question New Vet:CUT TO:CUT TO:Do the women, the sows I mean, ever separate off? Do they like being mixed in all the time? I would think-All of them, yeah. We just- whatever vaccines are available. All of them. All the shots.The abductees share a look.New Vet looks around the table: is this a joke? Finally she just goes with it and laughs...

This is a list of recommended vaccines and I'll certainly inspect each animal. The truth is you can defend against all manner of disease, make them healthy as can be. But at some point the cost outweighs what you hope to recoup at slaughter.

New Vet feels K's belly, confirming pregnancy:Kris is overjoyed, roaring with laughter.

Brent reads names from the clipboard then Carol searches them online. They confer on phone numbers. Brent calls:

Yes, is this Marsha Potter? My name is Brent West. I have...some information that...I hope might help you.

A CAR drives up. HUSBAND (the one whose wife died) gets out, checks the address against his handwritten note. He walks toward the house as Jeff opens the door for him.

Elise and Phoebe scout for orchids. Elise is frail now and walks with a cane, slowing their progress. Again we spend too much time trying to see her ankles, still socked. Phoebe has to leave her to step down the incline to the white orchids we have seen before. She scans for the turquoise. She calls back up to Elise:She turns upstream, still hopeful.

Evan is shopping for the orchids, checking leaves like before. He looks all around, not finding them. Peter, trying to help, brings him a candidate. Evan scrapes the leaf with a knife but doesn't like the residue. He grabs a bit of soil to be sure, checking for worms. No luck so he tosses it and looks elsewhere. Peter follows, learning.

Kris sits against the fence, content. She holds a newborn PIGLET, lifting it to her face like she's playing with a baby. All around her K's other PIGLETS clumsily explore.

LAND OF THE DEAD BYROMERO-GRUNWALD PRODUCTIONS BLACK. THE SOUND OF CHANNELS BEING TURNED ON A TV. TITLE UP: "SOME TIME AGO".CLICK! In a corner of the BLACK SCREEN, A SMALL TV APPEARS. On it, in BLACK & WHITE, A NEWSCASTER sits at an anchor desk.CLICK! With each CLICK, the TV disappears, then reappears in a new position ON SCREEN. CREDITS ROLL in the surrounding BLACK.CLICK! ANOTHER NEWSCASTER is on the TV now, sitting in a more modern studio. The broadcast remains in BLACK & WHITE.CLICK! The second newscaster looks more and more disheveled.CLICK!CLICK! A THIRD NEWSCASTER, more haggard than the others, sits at an ANCHOR DESK on a barren set, still in BLACK & WHITE.CLICK!CLICK!CLICK! IN ABSOLUTE BLACK, A SINGLE WORD FADES UP: "TODAY". A SOUND FADES IN TOO. TCHICK! KA-TCHICK-TCHICKY-TCHICK! Soft. Metallic. It makes us nervous.

Bodies of the recently dead are returning to life and attacking the living.

Murder victims have shown signs of having been partially devoured by their murderers.

Because of the obvious threat to untold numbers of citizens, due to the crisis that is now developing this radio station will remain on the air day and night.

It has been established that persons who have recently died have been returning to life and eating the flesh of the living.

We must not be lulled by the concept that these are our family members or our friends. They are not. They must be destroyed on sight.

Every dead body that is not exterminated becomes one of them. It gets up and kills. The people it kills get up and kill. They kill for one reason. They kill for food.

If this situation is allowed to continue, there will be nothing left. Nothing.

IN COLOR: A FULL MOON shines over a picture-perfect American town. PEOPLE, seen in SILHOUETTE, stroll past quaint shops whose signs promise RELIABLE APPLIANCES, WELL-MADE CLOTHES, SOLID VALUES. A DINER has a neon sign that offers the "BEST EATS IN TOWN". But something is wrong. The neon isn't lit. Nothing in town is lit. Street lamps, windows, are all dark. TCHICK! KA-TCHICK-TCHICK. That DISTURBING SOUND continues. Some of the PEDESTRIANS drift into "UNIONTOWN PARK", milling around a GAZEBO, where THREE "MUSICIANS" are struggling with a trombone, a saxophone, and a tambourine. They can't seem to make the instruments work, except for the tambourine player, who is rattling out a few very unrhythmic beats. That's where that sound is coming from. TCHICK! KA-TCHICK-TCHICKY-TCHICK. A CLOSER INSPECTION REVEALS: The "MUSICIANS" are DEAD. So are the "PEDESTRIANS". Flesh is rotting off their bones. The town itself, which at first looked so perfect, is ROTTING TOO.

RILEY DENBO watches the town through binoculars. 32, made rugged by realities, he has a heart beneath his tough exterior. MIKE CONVERSE, 21, young and unseasoned, has the eagerness and passion of someone young and unseasoned.

No way. Some germ or some devil got them things up and walkin'. But

You learned how to make yourself useful. That's what they're doing.

We go in, do our job, and get out, all of us alive, okay? I don't want any fuck-ups on my last day out here.

(To Cholo) I'm not risking anybody's ass just so you can pick up some side money.

Two people dead. That kid, Mike. He should be here with us right now.

We take the risk to bring in things people need. Not to make a few extra bucks selling liquor. You used to know that.

You're dreaming, Cholo. They'd never let me in. They'll never let you in. We're the wrong kind.

You can't fix a place like this, Mulligan. You just have to get out

I went over to the garage. Your guys aren't there. The car's not there. My dinero's not there.

Just get me the car, or they'll carry you out of here inside that fucking hat.

(To Slack) Why you? In that arena. Why did the little fat man throw you in with those things?

Places with people. I'm gonna find me a place where there ain't no people. North. Canada.

I don't need to hear your story. Everybody's got a story, and I'm tired of hearin' them all!

I said everybody has a story. That was wrong. I don't have one. Daddy was a preacher. Mama kept the house. School. Engineering. Nothing bad ever happened to me...(turning away)...till everything changed.

Nobody else is sitting. I think I'll just stand here, like the rest of you. While you tell me why I'm standing here.

Not me. That's what Cholo wanted, and you didn't give it to him, did you? That's why he's out there

(To Slack and Charlie) You guys don't have to come out with me if you don't want to.

Uniontown, last time out. They're learning how to work together.

The city is us. They're after us. We pissed `em off one too many times.

Gotta love the guy. He still believes in Heaven. Anyone got a radio?

I had a brother. Real brother, by birth. Bit. Hung on for six days. Before he turned. I was the one had to shoot him.

You said you were going to make yourself useful. Right now what I could use is for you to pull over.

I made a deal with your boss. Find Cholo. I'm gonna do it. Keep him from blowing up the Green. I'm gonna do it, I don't want people to get hurt. Bring back Dead Reckoning... Sorry. That's where I stop. I didn't ask him for much, just guns, ammo, and a car. I've got the guns. I've got the ammo. And if I find Dead Reckoning I'm gonna have the best fucking car that's ever been built, and I'm taking it to Canada. If any of you don't like that idea...

I built a homing device into Dead Reckoning. If Cholo's anywhere within fifty miles, we can track him.

Powder magazine. Where they keep the big boomers. Rockets. For Dead Reckoning's cannons.

Shit. Off this hillside...they can shell the Green. Pull in! There!

Dead Reckoning's got steel skin an inch thick. You can't shoot your way in. I'm hopin' I can talk my way in.

Keep an eye on the hatches. If I get in, I'll try to leave one open.

Truck's got a little transmitter in her belly. Sorry I never told you.

Hit the tower square, you'll kill a lot of innocent people. Miss and hit the city, you'll kill a lot of our friends. Your beef's with Kaufman, not them.

I'm glad you feel that way. Because I'm taking your fucking truck.

(Stunned) The stenches. They got across the river. They got across the fucking river. (To the others) Get him inside.

I don't get lost so easy. (To PRETTY BOY) We gotta get across the water.

in, there's a war going on in the city. We take any of those bridges we'll end up right in the middle of it.

What was built to keep folks safe is gonna trap them inside. We've gotta give them a way out.

No. I'm dead. You get bit by one f those things and you become what they are.

DEAD TEENAGE COUPLE walks hand-in-hand near the gas pumps of a defunct TEXACO STATION. The boy steps on the little hose that BINGS when a car pulls in. Out of the building comes... ...AN ATTENDANT. It was once tall and handsome. Now his face is a wrinkled map of death. He has lost its left arm. Dried blood darkens the shoulder of its jump-suit, where the arm was torn away. A "TEXACO" PATCH tells us the Thing used to work here. Embroidery tells us his nickname was once "BIG DADDY". He goes to the pump and removes the nozzle. Turns, as if searching for a car to fill with gas. There is none.

THE SOUND OF GROANING WOOD as THREE heavily-armed GUERILLAS push a large CRATE over a PRECIPICE into a deep GARBAGE PIT below. FIVE SIMILAR CRATES lie amid the rubble. Insects BUZZ. RATS crawl. HUMAN SKELETONS, most HEADLESS, lie everywhere, no flesh left on their bones. Those with heads show various wounds to their skulls. Except for one, which... ...suddenly, startlingly MOVES! Its bony arm reaches up from the bottom of the pit toward... ...CHOLO DeMORA, a Latino in his 20s, handsome, roguish, and confident...a bit too confident. He reaches over his shoulder and unstraps a CROSSBOW.WFFFFT! Cholo shoots the skeleton. His arrow goes completely through the WHITE SKULL.

(Through an open hatch) Kid, these are the toughest guys in the `hood. You can't keep `em from wantin' to get some chuckles.

Hey, not me, Boss. You told me not to have any fun, I'm not having any fun at all. (To Mike) Come with me, kid. I'll show you the ropes.

To get supplies. Essential supplies. That's job our job, ain't it?

I didn't kill him. He got bit and he killed himself. Same thing I woulda done. And you!

e take money to do nasty shit. Shit that nobody else is dumb enough to do. We go in knowing the risks. The kid did too. His number came up, that's all.

Everybody makes their own way. everybody makes their own fucking way!

y daddy...he picked fruit, penny- a-piece. He never went for anything, so he never had anything. I'm gonna have a place, Riley. My own place! And now I got enough money to buy my way in.

No problem, no problem! But there is a problem. There's a dead guy

You wanna talk about this? I did what I had to do. I only did what I had to do!

You probably want a glass, don't you? Sure, a high-toned man likes to drink out of a glass.

No, thank you! Twenty grand. That's what I got comin' for last night. I never bothered to pick it up.

Nope. I left it in the bank. Your bank. With all my other dough. From all those other nights. I got enough now to buy me a place.

No, no, no. Three years! Three years I been cleaning up after you, taking out your garbage, and you tell me I'm not good enough? You're the one who's no good. You are no fucking good. And you are gonna let me in. You know why? Because I know what goes on around here. How many of your fucking "members" know what's in that garbage I take out for you?

(Keeping his cool) Oh, I must have given you the wrong one. Here...

(Stopping them) Ain't our fight. Stenches are making it easy for us.

I can't have a place in the Green, fine. I'll go find another place. But you know what I'm gonna need? Money. I want my money out of your bank. And I want the rest of the money out of your bank. And if you don't give it to me, I'm gonna blow you out of your fuckin' ivory tower. I've got Dead Reckoning.

If I don't have this truck, I'm no different to Kaufman than that poor Mexican bastard out there.

You weren't around to get invited. Anyway, I figured you wouldn't want in on this.

Thought you were gonna quit. Here you are still working for the man. Kaufman sent you out here, didn't he? To get the truck back.

He's killed a lot of our friends. Every week we took out the garbage, you and me. Every month I took out Kaufman's garbage. People he wanted off the streets. He turned me into a goon and then he pissed all over me! Foxy, keep `em covered.

When the smoke clears, I'm gonna roll in, hit the bank, take the money, and pick up any other fancy shit I can get my hands on.

I hate you, Riley. There's something about you I've always fucking hated.

I didn't have to blow the fucking place up. Somebody else did for me!

I can't fucking believe it. (A sad chuckle) Nothin' works out. It's like...the world is spinning around and we're just...caught in the wind. Nothin' works out. Some damn thing always comes around the corner and gets you.

No, don't shoot. (A dark chuckle) always wanted to see how the other half lives.

Been bit, Mister K. I'm a dead man, so I don't care about nothin' no more. Still care about you, though. I wanna make sure you come to the same end as me.

The doors of a beat-up WHITE MOVING VAN open. Cholo reaches in, throwing back an oilcloth that covers ANOTHER CRATE.As the men tip the crate onto a dolly, MAGGOTS are revealed in the darkness beneath, squirming in a POOL OF BLOOD. (What's in that crate?)

RILEY and MIKE watch THREE DEAD THINGS lumber toward them from the town below.

THROUGH THE BINOCULARS: BIG DADDY replaces the nozzle in the gas pump. Sensing something, it looks around. Up. His dead eyes lock on Riley's. Big Daddy grunts. Responding to him...

...the THREE DEAD THINGS move up the hillside with more determination.Mike stands, turns, and... ...is GRABBED from behind by a ZOMBIE! It's not one of the three they've been watching. This one wears the remains of a CLOWN SUIT. Half its bulbous red nose has been eaten away. Painted eyelashes make its stare alarming. Its ORANGE HAIR is crawling with SPIDERS. It wrestles Mike to the ground. Opens its lipsticked mouth. Is about to bite Mike's neck when... ...Riley FIRES his .45. BLAM! A bullet SHATTERS the Clown's SHOULDER CAP. The dead thing is pitched backward, but seems to feel no pain. It hunkers over Mike again. Riley FIRES four more times. THREE BULLETS RIP into the Clown's CHEST, NECK, CHEEK. Finally, the FOURTH PUNCHES A HOLE above the thing's left eyebrow. The Clown DROPS. Mike looks at Riley.

RILEY and MIKE step into a tight, uncomfortable space. Generators whir. Gears turn. The two men open a storage locker and strap on ammo belts as... ...SOMETHING TERRIBLE LOOMS out of the shadows! It moves toward Riley and Mike, who can't see it from behind the locker. The LEFT SIDE OF THE THING'S FACE has been BURNED AWAY. Only scar-tissue remains, and a single usable eye bulging from a socket. Riley turns. Sees the thing. And, surprisingly, he relaxes, recognizing CHARLIE HOUK, a heavily-armed guerilla whose intellect is as burned as his face.Riley and Mike look across the room in the direction of the voice. Twenty feet away, a WOMAN sits at the controls of what looks like a scavenged airplane cockpit that's outfitted with a mixture of high- and low-tech equipment. She wears a black leather jacket with "PRETTY BOY" emblazoned across the back.Pretty Boy turns, poking her finger through a BULLET HOLE encrusted with year-old BLOOD in the chest of her jacket.Pretty Boy reaches out and flips a toggle switch on the control panel. THOOMB! THOOMB! DEEP CONCUSSIVE SOUNDS can be felt as much as heard as...

I have bad dreams. Hell, yes. Just look at me, you can tell that I have terrible dreams.

But they're dumb, Riley. Hell, dead folks is near as dumb as me!

(Looking up) `Flowers in the graveyard'. Why do you call `em that, Riley? I don't get it. These here flowers ain't the kind you lay down on the ground. These here are sky flowers. Way up in Heaven.

Wanna get a drink, Riley? Just look at me, you can tell I could use a drink.

He won't. Riley likes to be alone. He might take me. Cuzz havin' me around is pretty much the same as bein' alone. (Glancing at Riley) can make myself useful. And I an shoot.

(Whispering back) Catches the light. Right now it's moonlight. Lets me see where I'm aimin'.

I like the way he thinks, too. Just look at me you can tell I like the way he thinks.

Riley'd never do that. Just look at him, you can tell he'd never do that.

...RILEY, CHARLIE, and MIKE step out of A VEHICLE the size of a city bus. The words DEAD RECKONING are painted on its side. This is no bus. It's a war wagon, built of SCAVENGED PARTS with a RIVETED STEEL SKIN. GATTLING GUNS protrude from a MEAN-LOOKING SNOUT. A ROOF TURRET supports two FOURTEEN INCH-CANNONS. Rotating lights SHINE in all directions, piercing the night. THOOMB! THOOMB! THOOMB! That sound again. MORTAR TUBES on the vehicle's roof are launching FIREWORKS that BURST in the sky.THE WHITE MOVING VAN rolls in and parks beside Dead Reckoning. CHOLO jumps out with the THREE GUERILLAS from the dump.FOUR GUERILLAS get into an old T-BIRD CONVERTIBLE mounted with machine guns. TWO OTHER ARMED MEN climb onto MOTORCYCLES. The very night seems to GROWL as everyone starts their engines.Charlie is wearing four holstered sidearms, two shouldered automatic rifles, a REMINGTON...and a sly smile that makes us wonder whether he's an idiot or not.VROOOM! The T-Bird and the motorcycles pull out toward town.Riley looks surprised. Cholo mounts a MOTORCYCLE, REVS the engine, and heads out. YEEEE-HAAAAAAAA!Riley and Charlie start to get back into Dead Reckoning. Mike follows, pausing to look up at the "sky flowers".

DEAD THINGS stand completely frozen in the middle of main street, like statues, mesmerized by the FIREWORKS. Only one figure is moving. BIG DADDY. He weaves between his brothers and sisters, urgently waving his one good hand, like Frankenstein's monster, as if to say "Bad! Bad!" He has learned that fireworks bring danger. A DEAD TEENAGE CHEERLEADER, holding filthy pom-poms, looks at Big Daddy, unable to grasp what he's trying to communicate. A SPEAR is DRIVEN through the Cheerleader's face! The spear is held like a lance by HARRY, a guerilla who roars past on his motorcycle hooting like a cowhand on round-up. Other BIKERS rumble down the street, firing guns. Big Daddy watches the Cheerleader fall. It throws its head back and lets out a great HOWL.

THROUGH THE WINDSHIELD: RILEY recognizes BIG DADDY from the gas station. He also recognizes the Thing's anguish as...

...DEAD RECKONING, mortars still shooting FIREWORKS, stops on the edge of town. CHOLO pulls up alongside on his bike.

THROUGH THE WINDSHIELD: RILEY and MIKE watch the T-BIRD ROAR down MAIN STREET. The FOUR GUERILLAS inside laugh gleefully as they use the MACHINE GUNS to MOW DOWN HAPLESS ZOMBIES.Riley gives Cholo an irritated look.Mike climbs out and gets on the back of Cholo's motorcycle.

THE WHITE MOVING VAN pulls up to a supermarket. THE DEAD THINGS in the parking lot, gazing at the FIREWORKS, barely notice the vehicle. MARKSMEN keep the lot covered as GUERILLAS carry CASES OF CANNED GOODS out of the supermarket and into the van. The team has this down to a science. RILEY'S VOICE comes over one Guerilla's hand-held radio.

DEAD RECKONING RUMBLES down a side street, its steel skin reflecting the FLASH of fireworks.

PRETTY BOY drives. RILEY stands beside her.D rug store. Need an aspirin? I got a million of `em.

HARRY, the biker with the spear, is making another run toward a WALKER, who stands mesmerized by the fireworks, when... WHAP! Harry is sent FLYING! DEAD WOMAN, once pretty, wearing a softball uniform that bears the NUMBER NINE, has used its bat to hit a home run. Harry's riderless motorcycle fishtails up the street and hits the side of a building. Harry tries to get up. TWO DEAD THINGS attack him. Another motorcycle, driven by ANCHOR, who looks like Popeye, RUMBLES up in the nick of time.Fighting off the Dead Things, Harry gets on and speeds away.

...CHOLO and MIKE, on Cholo's bike, joining up with FOXY, a red-haired guerilla on his own motorcycle. The three drive toward the end of town.

CHOLO SCREECHES to a stop at a LIQUOR STORE with MIKE and FOXY. All dismount and start toward the entrance. They stop as DEAD RECKONING pulls up and RILEY and CHARLIE climb out.Cholo and Foxy start into the liquor store. The doors are wide open. All that can be seen from outside is darkness.But Mike has followed the others inside.

There could be stenches in there. (Readying his M-16) Got a flashlight?

CHOLO unstraps his crossbow and leads the way cautiously into the dark space. Every subtle SOUND in the SILENCE puts MIKE more on edge. His hand tenses on his gun as SHADOWS loom in front of him. Shadows that could be zombies, but are not. Behind the dusty glass doors of a once-refrigerated wall- unit, Cholo sees a CASE OF DOM PERIGNON. He goes to the refrigerator. Re-strapping his crossbow, he opens the door. Reaches in for the case of champagne. His two hands grab it. A THIRD HAND GRABS IT! Cholo looks up. The refrigerator has no back wall. A DEAD THING with a Manson-like SWASTIKA tattooed in the center of its forehead has stepped in from the shadows of a loading area beyond. It GRABS Cholo with a terrifying GROWL. Cholo falls under the weight of the champagne, and the weight of the Dead Thing, which drops on top of him. They roll, struggling. The Thing holds Cholo in a death grip. At the front of the store, Mike fumbles with his rifle. Foxy shoots at the Dead Thing and misses. Cholo PUNCHES the Thing with his free hand. The Dead Thing's head recoils, but lowers again toward Cholo, the Swastika looming, drooling teeth baring for a bite. Cholo's eyes flash. It's the first time we've seen him scared. BLAM! CHARLIE FIRES one round, right into the center of the swastika on the Zombie's forehead. The Thing crumples.A FOOT KICKS the Zombie off Cholo, who looks up to see... ...RILEY extending a hand to help him to his feet.Everyone relaxes. Cholo picks up the case of Dom. The others head toward the front of the store. TILT DOWN TO THE FLOOR as their feet move past. In the gloom behind stacks of cartons... ...A DEAD HAND appears. Reaching.The hand grabs Mike around the ankle! Mike turns, raising his gun. Too late. A DEAD UNIFORMED POLICEMAN, the skin on half its face STRIPPED DOWN TO BONE, RIPS A HOLE IN HIS LEG with its teeth! Mike SCREAMS, staggers into a wall, and drops to a seated position on the floor. Riley and Charlie spin around at the sound of his cry. Cholo, closest to Mike, pulls his crossbow and fires an arrow through the Zombie's head.Cholo tucks away the crossbow, grabs a box of Cohibas off a counter, and runs outside with Foxy. Riley goes to Mike.Riley wraps a strong arm around Mike and lifts him. Mike quickly plants the barrel of his .45 under his chin and... BLOWS HIS OWN BRAINS OUT! Riley, stunned, lets the corpse slide to the floor. He looks into the rookie's open eyes, devastated.

THE WHITE MOVING VAN, THE T-BIRD, AND THE JEEP roll out of town in a convoy. Trailing them, THREE SADISTIC GUERILLAS on MOTORCYCLES ROAR past, firing... ...a HAIL OF BULLETS at A DEAD FAMILY on the sidewalk. The MOTHER FALLS. Not shot. It has been GRABBED and SHOVED down to the ground by... ...BIG DADDY! Who GRABS the little GIRL next, thrusting her roughly behind the protection of a wrecked car. The FATHER is last. Big Daddy grabs it from behind, by its hair, just as... ...ROUNDS from an UZI DRILL A DOTTED-LINE across the Father's neck. Big Daddy is unhurt, but spattered with BLOOD. Not red, greenish-black. The blood of the dead. here's a RIPPING SOUND as the Father's NECK is PULLED APART by the weight of its limp body. The body DROPS to the street. The HEAD remains suspended in Big Daddy's hand. His face contorts. His mouth opens and closes, trying to utter sounds. Big Daddy drops the head, looking down at its befuddled eyes with sympathy. After a moment, the sympathy is joined by rage. Big Daddy lifts his right foot and brings it STOMPING DOWN on the disembodied head, CRUSHING ITS SKULL. The convoy ROARS off, leaving a cloud of exhaust. Big Daddy sees Harry's downed motorcycle lying in the street. The butt of an AUTOMATIC RIFLE protrudes from a saddlebag. Big Daddy goes over. Pulls out the rifle. Tests the weight of it in his hand. Curls his finger in through the guard and pulls the trigger. BLAM! A bullet ricochets off a brick wall. Big Daddy is startled at first. Then, he relaxes, realizing the rifle's power. With surprising dexterity, he slings the weapon's strap over his head and across his chest, patting the strap as if comforted by it. Turning, he looks toward... ...THE DISTANT GLOW OF A SKYSCRAPER that can be seen ON THE HORIZON. That's the direction the convoy is headed. That's where the bad men came from. That's where he wants to go. REVERSE ANGLE: With the city in the distance, Big Daddy starts walking. NUMBER NINE falls into step beside him. Soon there are MORE. None of them knows where they are going. Or why. All that seems to matter is that they have a leader.

DEAD RECKONING, emitting tendrils of HOT STEAM from twenty steel nostrils, stands parked in a corner of a fenced-in outdoor yard. (We don't see how big the yard is. Yet.) A SEARCHLIGHT sweeps the darkness as GUERILLAS unload the supplies they took from Uniontown and carry them toward... ...a set of RUSTY STEEL DOORS, above which is a FADED SIGN that reads "SUBWAY (TO CITY)". In the bustle of activity, HARRY, the biker who was attacked in town, perspires as he helps unload. He looks ill. RILEY walks past, handing out bottles of beer to the men.Harry doesn't answer.Harry SPINS! GROWLS! LUNGES at Riley like a beast! Riley has no time to reach for his gun. The Harry-Thing is strangling him. SMASHING the neck of a beer bottle on the snout of Dead Reckoning, Riley JAMS THE JAGGED GLASS into the Harry-Thing's forehead. Its body drops to the ground.Riley looks down at the body with a mixture anger and regret.

A mile-long subway tunnel extends into BLACKNESS. A wide PLATFORM runs the length of the tracks, at the head of which A DERELICT TRAIN is parked. A CARGO CARRIER pulls out, driving along the platform, its flatbed piled with supplies, while ANOTHER CARRIER is being loaded with boxes of food, pharmaceuticals, ammunition, and... TWO BODY BAGS.The cargo carrier that was first to pull out drives into the tunnel. CEILING LIGHTS spaced far apart STUTTER on and off. Two guerillas, ANCHOR and MOUSE, who looks like a mouse, ride on the open flatbed with the cargo. The tunnel is filled with looming steel shapes that cast menacing shadows. Mouse shifts nervously. Suddenly... ...PLINK! SOMETHING WET FALLS ON HIS FACE! He JUMPS. Recovers. Wipes his cheek with his sleeve.He takes out a joint. Lights up. The match FLARES. SPLAT! Mouse and the match are soaked by WATER dripping from above.

RIVERS flank a TRIANGLE OF LAND where A CITY glows in the sunrise. Once proud and prosperous, its buildings now seem like tombstones. SEVEN BARRICADED BRIDGES span the rivers.

Protected on three sides by mighty rivers, the city stands as a monument

Luxury living in the grand old style. Dine at one of three restaurants. Look for that perfect gift in our fabulous shopping mall.

A TV MONITOR broadcasts views of A KITCHEN, A PLUSH LIVING ROOM, A DEN with a VIDEO FIREPLACE.he monitor shows a huge ATRIUM with shops and restaurants.Holding his case of Dom Perignon and his box of Cohibas, CHOLO looks with FOXY at a monitor mounted to a white-tiled subway station wall. Down the tunnel behind them, the other GUERILLAS unload supplies from CARGO CARRIERS parked on the platform. A sign reads, "GOLDEN TRIANGLE/FIDDLER'S GREEN". M f E WFoxy moves away, leaving Riley and Cholo alone.Riley lunges at Cholo, takes hold of his shirt, and SLAMS him against the wall.Cholo shrugs out of Riley's grasp. Behind them, the guerillas continue to unload cargo.Cholo looks up at the TV monitor. Riley follows his gaze, seeing well-dressed PEOPLE sipping cocktails in a club room.The image on the TV MONITOR changes to an overhead view of the city and its rivers. Animation draws a RED LINE along the base of the "golden triangle", a zone known as "THE THROAT".

Bask in the security of a city protected not only by its natural boundaries, but by hand-picked members of its own private militia.

You said we should talk when I was less excited. I'm a lot less excited now.

Put the money on a boat and send it across the river to the South Side. Tenth Street Pier. One man to drive the boat, no more. You've got till midnight. Four hours. I won't be there. Dead Reckoning won't be there. But I'll know if it happens. I'll know if it doesn't happen.

In live action, not on the monitor, WEARY TROOPS, sloppily uniformed, guard four rows of electrified, barbed-wire FENCING. DEAD THINGS cluster by the DOZENS outside the barricades. CORPSES hang all along the stretch, suspended on the barbs.A WALKER lumbers in and touches the fencing. SPARKS FLY! The Thing's flesh is literally COOKED! BOILS develop, POPPING OPEN, emitting SMOKE. Still the Thing remains animated.UDDA-BUDDA-BUDDA! The Military Woman FIRES. The Thing is decimated. Its body hangs, welded to the SPARKING barbs.

CHOLO approaches a CHECKPOINT manned by TWO SECURITY GUARDS. Setting down the champagne and Cohibas, he unstraps his weapons and hands them over.The Guard takes Cholo's weapons and returns a claim check. CHOLO collects his boxes and steps onto an escalator that carries him up into an ENORMOUS ATRIUM. The "mall" we saw on TV. SUNLIGHT splashes through glass walls onto box-planted trees. Caged birds CHIRP seemingly in tune with the Chopin that lilts over a sound system. SHOPPERS, expensively over- dressed, stroll past stores. OTHER RESIDENTS lunch at "outdoor" cafes. Cholo pulls out a kerchief and wipes the smudges off his face, trying to make himself presentable.

FIDDLER'S GREEN, a heavily protected HIGH-RISE in the center of the city, dominates the skyline. It's where the Fat Cats live, protected from urban decay. The building is surrounded by unoccupied high-rises that define "the golden triangle", a clean section in the center of the city. No ugliness in view. RILEY and CHARLIE cross a manicured plaza to a CHECKPOINT manned by TWO SECURITY GUARDS. Riley hands over his ID.

RILEY and CHARLIE walk down a street into the city's "ghetto" zone, which is lined with taverns, gambling clubs, strip joints, like a boom town from Alaskan gold-rush days. BUYERS and SELLERS lurk in the shadows, copulating, dealing drugs. Riley is welcomed by nearly everyone he passes, greeting them in return with a smile and a nod, handing some bills to a FATHER with a YOUNG SON, patting an OLD MAN on the back.Charlie follows Riley, who strides into... ...an alley, surprised to find a cadre of rough-looking REVOLUTIONARIES, led by MULLIGAN, a defiant man who stands on a soapbox. A small audience is gathered in front of him. He takes a swig from a bottle of whiskey.Some of the people in the audience nervously shift their eyes to the FIDDLER'S GREEN HIGH-RISE ten blocks away.Mulligan holds out his bottle to Riley, who passes it to Charlie, who takes a swig.We hear the sound of a boy coughing. Mulligan's son BRIAN stands behind him, looking feverish.As Riley starts past, he stops, pulls something from his pocket, and presses it into Mulligan's palm.Mulligan looks down with gratitude at a bottle his hand. When he looks up again, Riley is gone.

(Irish accent) How long are you gonna let him push you around? If

there was enough of us...if you all would join up with us...we could pull him down off his throne!

We've got the firepower, Riley. If you and your friends would come in with us, we'd be unstoppable.

Turning a corner, RILEY and CHARLIE stop in front of a rundown GARAGE with a tarp hanging down instead of a door. Riley pulls it aside and looks in. A HOBO lies asleep on a grease-stained floor, curled under some old newspapers.Riley stands there, grim-faced.

ING! An elevator door opens. CHOLO, carrying the champagne and Cohibas, steps out, walks to "PENTHOUSE NUMBER ONE", and rings the bell. An instant after he pushes the button... ...the door is JERKED OPEN by TYLER KNIPP, 50-something, an African American man in a white butler's jacket. Frightened, he's wielding a SCISSORS, poised to strike.A SCREAM RINGS OUT down the corridor!ANOTHER SCREAM.Cholo drops his boxes and moves down the corridor.Cholo reaches the door to PENTHOUSE NUMBER TWO. It's locked. ANOTHER SCREAM from inside. He FLINGS himself at the door. The LATCH SPLINTERS out of the frame. The door BURSTS open...

(Lowering the scissors) Oh, Mister DeMora. Mister Kaufman ain't home and there's some shit goin' down. No lie. I heard...

(Frightened) Mister Kaufman, sir. I dunno what's happening, sir, but it sounds bad.

DON'T SHOOT! (Grabbing Kaufman's gun hand) Boss? Don't you shoot, neither. We're all on the same side. Least we're supposed to be.

...and CHOLO enters a dark foyer. The only light comes from another room somewhere inside. A soft, rhythmic SQUEAK, like a child's swing moving back and forth, ECHOES through the apartment. It's an eerie, incongruous sound. On guard, eyes straining, Cholo moves inside. The squeak gets louder, the light brighter as he turns a corner and sees... ...a MIDDLE-AGED MAN, HANGING DEAD from a HOMEMADE NOOSE suspended from a light fixture in the kitchen! THE BODY SWAYS slowly, the harsh glare making the man's face even whiter than it is. A toppled chair lies on the floor at his feet. Cholo stands transfixed for an instant. And in that instant... ...HE IS GRABBED FROM BEHIND! He whirls, ready to kill, but finds only a MIDDLE-AGED WOMAN, 60-something, wearing a tailored suit and expensive jewelry, her perfectness blemished only by her hysteria.Cholo shakes her, hard.Behind them, in the kitchen, unseen, a dazed YOUNG MAN, walks up to the hanging corpse. He rights the toppled chair and steps on it, lifting a paring to knife cut through the noose.She resumes her SCREAMING. In the kitchen, the Young Man is slicing through the rope when his DEAD FATHER'S EYES POP OPEN! The Young Man is too busy with the rope to notice. THE HANGED MAN'S EYES BLINK. Once. Twice. Three times. Its body TWITCHES. And then... ...the Hanged Man turns, making a move on the Young Man. The motion increases the strain on the light fixture, which pulls away, SPARKING, from the ceiling and CRASHES TO THE FLOOR, along with the Hanged Man and his son. The entire apartment is PLUNGED INTO DARKNESS. The woman stops her screaming. Almost as soon as she does, a SNARL can be heard from the kitchen, followed by another SCREAM, this one coming from the Young Man. Cholo rushes to a nearby fireplace and grabs a POKER and a MATCHLIGHT, which looks like a pistol, but shoots FIRE from its tip. He approaches the kitchen, using the FLAME to light his way. In the FLICKERING GLOW, he sees... ...the Young Man lying on the floor. CHUNKS have been bitten out of his neck and wrist. The body is CONVULSING in the last moments of life. THE HANGED MAN IS NOWHERE TO BE SEEN. Cholo stands over the Young Man and stabs him in the head with the poker, jabbing the point all the way through. The woman SCREAMS again from the kitchen doorway.Silence. Cholo pulls the poker out of the Young Man's head. SHUFFLING sounds. He follows them to the other end of the kitchen, probing the darkness with his matchlight. The sounds are LOUDER here. Cholo lifts the poker, ready to strike. Just as he does... ...the back door of the apartment BURSTS OPEN and a SECURITY GUARD lunges into the kitchen, rifle in hand.Cholo drops the poker and holds up his hands.TWO MORE SECURITY GUARDS come through the apartment's front door and rush into the kitchen.THE HANGED MAN appears without warning, attacking one of the guards who just entered, BITING OFF half his left CHEEK, including the EYE. Before his partner can raise his gun, THE WOMAN GRABS IT FROM HIM! Aims at the Hanged Man. YOU SELFISH BASTARD! YOU LEFT ME ALONE HERE! She fumbles with the weapon, not knowing how to make it work. The bitten security guard starts to lose all strength in his legs. The Dead Thing holds him up, as if waltzing with him, BITING HIM again and again. Cholo takes the gun from the woman and shoots the Hanged Man.Cholo kills the bitten security guard, too.Cholo turns the gun on the surviving security guard.

My Johnny, he killed himself, he killed himself. My Johnny! My Johnny!

RILEY and CHARLIE step into the CELLAR of an old BROWNSTONE. Dirt floor. Stone walls. The place is filled with smoke and BUZZING with FLIES. As Riley and Charley turn their guns over to TWO BIG BRUISERS inside, a TOUT named ROACH sidles over.Riley is already in. He has pushed past the Tout and is striding into a fog where GAMBLERS are rushing to place bets with heavily-armed BOOKIES. We're reminded of a cock-fighting joint in a Pancho Villa movie.Riley strides toward a cluster of BETTORS. A very tall man stands among them, wearing a Texas Stetson that sticks up high above all other heads, its peacock feathers poking even higher out of a snake-skin hat band. Riley grabs him and spins him around. he man's feet are off the ground. Way off the ground. Far from tall, he's a little person, who has been standing on a platform, wearing a purple satin pimp-suit. He's a Latino, who looks like a Chihuahua. And that's his name. CHIHUAHUA.

(Eyeing the weapons) Supply run last night, uh? Bet you have some money in your pocket. I can show you how to turn that money into more money.

Hey, this is not me. I did not do this to you. I am your friend. Put me down. Come on. I find out what went wrong.

In a dark CATACOMB, DEAD MEN are chained to the walls. WHAM! A POLE shoots out. A NOOSE on the end encircles the neck of a captive Dead Man and is cinched tight. TWO MEN hold the pole while A THIRD sprays RED PAINT on the Thing's face. ANOTHER DEAD THING is dragged in and sprayed with BLACK PAINT.

Cursing in Spanish, CHIHUAHUA pulls a GLOCK out of a filing cabinet and jams a magazine up its butt.

RILEY and CHARLIE drift into a large room that's packed with BETTORS hooting and hollering like football fans. They're all jammed onto tiered wooden viewing stands arranged around an IRON-MESH STRUCTURE that looks like a lion-tamer's cage. Gates open. THE PAINTED WALKERS are thrust inside the cage. Their nooses are released. The gates are locked behind them. EAD RED, alarmed by the color of DEAD BLACK'S face, reaches out and gently touches the paint. Its fingers come away with blackened tips. lack follows suit, staining its fingers red. Black licks its hand, spitting when it identifies not blood, but something distasteful. BOOKIES drift among the spectators, taking bets with fists full of cash.The TOUT sidles over.CLANG! Another gate opens in the cage. A hush falls as everyone awaits what will come. Including the Dead Men, who gaze with anticipation at the opening. What comes is... ..A WOMAN! Alive, badly bruised, her dress in tatters. Despite tarnish, she still looks sexy. Last night she was a hooker known as SLACK. Now she's meat in a lion cage.The gate SLAMS shut. The Dead Things walk toward the woman. Riley rushes off. Charlie follows. lack backs up, hits the wall of the cage and, terrified, starts to circle its iron perimeter. The Dead Men flank her. Black is the first to touch her. The crowd HOWLS. lack's terror turns to determination. She punches Black three times in the face. The Thing recoils as she glides out of its grasp. RILEY and CHARLIE reach the BRUISERS who took their weapons.Riley cocks his M-16.In the ring, BLACK reaches for SLACK again. With one lightning-fast move, she kicks it in the chest, sending it flying into Red's arms. Red shoves Black aside. Black makes another try for the woman. Red grabs its rival. This time Black hangs on to Red's shirt. The two twirl around in a staggering lampoon of a wrestling match. Slack rushes to the side of the cage and starts to climb. She's agile. Strong. But she almost falls as the cage SHAKES with the force of... ...Red SLAMMING Black against the mesh. On their way back through the arena, RILEY and CHARLEY push through the crowd, trying to reach the center ring. A GOON steps in front of them.Riley gives him a rifle butt in the face and moves on. lack continues to climb the cage, almost out of reach, but Black grabs one of her ankles, pulling her down and slamming her to the ground. Black hunkers, drooling, over Slack. As it is about to bite, RAT-A-TAT! A short burst from Riley's M-16 shatters Black's collarbone. Cheekbone. Skull. The Thing drops. Red lunges for Slack. Riley kills it with another short BURST. he crowd PANICS, stampeding toward the exit. Suddenly MORE BULLETS FLY, this time from a GLOCK, FIRED by... ...CHIHUAHUA, who, in a rage, is pushing through the LEGS of the fleeing crowd. He makes it to a clear spot and draws a steady bead on a target...Charlie. Chihuahua pulls his trigger. Riley beats him by an instant, FIRING the M-16. Just as Chihuahua's gun GOES OFF...a LINE of BULLET HOLES PERFORATES the little man's belly. The round from his Glock misses Charlie completely. Riley runs to the cage, where Slack stands, trembling, just on the other side of the bars.She nods gratefully. Chihuahua is still on his feet. And now he is really pissed. Not because of the holes in his gut, but because...Riley turns to Chihuahua, but doesn't have time to lift the M-16 before...BLAM! The little man FIRES at him. Slack delivers a powerful KICK into the flexible fencing, sending Riley sprawling to the ground and saving him from... ...Chihuahua's round, which misses Riley...but HITS SLACK! Spun around by the impact, she falls face down. Chihuahua continues to FIRE. Riley Marine-crawls as bullets PUNCH around him, SPARKING off the cage. Chihuahua keeps coming, keeps FIRING, until... ...A SINGLE SHOT from Charlie's .45 shatters his skull. He drops like a broken pinata. Riley looks up, seeing TWO OTHER MEN with guns. Chihuahua's GOONS. For a moment it seems as if a major shooting match is going to break out. But before it does.....FOUR POLICEMEN burst in. The Goons lower their weapons. Riley runs back to the cage, BLASTS the lock on the nearest gate, and rushes inside. Slack's body is lying on the floor. He suspects she's dead. When her BODY MOVES, he suspects worse. He plants the barrel of his M-16 against her temple.Slack uses her left arm to push herself up to a sitting position. Her right arm is BLEEDING, up near the shoulder.They look into each other's eyes.A POLICEMAN steps over.

It wasn't the little man. It was the big man. The man upstairs. He's got his fingers in everything down here. If you can drink it, shoot it up, fuck it, or gamble on it, it belongs to him. He's just seein' that we get a few cheap kicks so we don't go thinkin' too hard about why he's eating steak and the rest of us are lucky to get the bones.

They found out I was working with Mulligan and his people. Tired of eatin' off Cbones.

fucking useful. I had training. I was gonna join the Army. Up the Green. Till somebody figured I'd be a better hooker than a soldier.

Everything changed for all of us. Whether we had a story or not.

Not right away. First, they'll try to get what they can out of him. About people like me.

Some shit, ain't it? Goin' out to save a place we don't give a fuck

Never been out. Lived in the city since...it was a regular city.

This is what you were thinking about all along. You got me out here figuring I'm a boy scout, and now you're telling me we're just

We're running out of time here. C'mon, Riley. Make yourself useful.

I come here to do sumthin'. Not stann aroun'. Why we stann aroun'? Less go do sumthin'.

If they is more, we gonna need mo guns. Pull `em out n'stann up wid us, like de man you ain't.

Mexico got a million cars. Samoa got five thousand. Every one. Stolen.

A UNIFORMED GUARD leaves CHOLO in a PRISTINE WHITE conference room with glass walls overlooking the rotting CITY far below. Cholo sets the case of champagne and the box of Cohibas on a conference table. A SMAN stands in SILHOUETTE at the windows.Cholo opens the case of champagne. He pulls a bottle out, untwists the wire, and uses his strong thumbs to pop the cork. FOAM runs.Cholo grabs a highball glass from a cupboard, pours champagne into it, and brings it, overflowing, to the Silhouetted Man.Cholo tears open the box of Cohibas. He picks up two cigars, bites off the tips, puts one in his mouth, then, walking back to the Silhouetted Man, puts the other in his mouth, lighting them both with a wooden match that he strikes on his jeans. FThe Silhouetted Man steps away from the window. Expensively dressed, in his early 60s, he is PAUL KAUFMAN. He sets down the highball glass Cholo gave him, gets out a proper champagne flute, and fills it from the bottle, smiling politely at Cholo.A wave of incomparable sadness sweeps over Cholo's face.( YCholo lunges at Kaufman, grabs him by the collar. OU'LL LET ME IN OR I'LL... Cholo feels the barrel of a .45 against his waist. Kaufman, who has drawn the pistol from his jacket, is still smiling.Kaufman presses a button under the table. THREE SECURITY GUARDS rush in, GRAB Cholo, and drag him away. Kaufman stops one of the guards at the door.

Death intrudes on us even in the Green, I'm afraid. I heard about what happened with my neighbors.

Well, I do have a board of directors, a membership committee that has to approve...

Take my advice. Withdraw your funds from the bank and spend them somewhere else.

In a world where the dead are returning to life, the word `trouble' loses much of its meaning. (Beat) He wants money.

We need you to repossess a vehicle that belongs to us. The vehicle you designed, Mister Denbo. Dead Reckoning has been stolen. By your second in command. I want him captured. Or killed. And I want my two-million-dollar piece of equipment returned.

Which has guns. Big guns. That could do a great deal of damage if he were to aim them at this city.

I don't want to lose them. I could send five hundred men against that thing and they'd all come back in body bags. It's your vehicle. Cholo was your man. You might be able to get close enough to...do what has to be done. (Refilling his scotch) Do this for me and I'll grant you something in return. Residence in the Green.

Your friends are going out with you. I want some of my friends to go along, as well. (Turning) Manolete.

I recognize that some of you are concerned. We've been threatened by a disgruntled employee. I've sent people out to take care of the problem. However, should something go wrong, I want to assure you that measures have been taken. I've established outposts. With food and supplies to support us on our way.

Alternate sites have been chosen. Air transport has been arranged. For us and our families. As well as necessary support personnel.

You interrupted me. I was just talking about how people can be replaced. You don't want to be replaced, do you?

No, and I don't want to replace you. You have promise. A day may come when you earn yourself some responsibilities. Right now, the responsibilities are mine. All the responsibilities. It was my ingenuity that took an old world and made it into something new. I put up fences to make it safe. I hired soldiers and paid for their training. I keep the people on the streets away from us by giving them their games and vices. It costs me money! But I spend it because the responsibility is mine! Now do you understand "responsibility"?

Take him out with the rest of the garbage. I won't be needing this man anymore.

N-no, y-you're dead. (Realization dawning) Oh my God. You're dead!

HE SECURITY GUARDS lead CHOLO down the stairs. Cholo WHIRLS like a Ninja. He SLUGS one guard, kicks another in the groin, the third in the face, and escapes through a fire door.

RILEY RIPS off part of his shirt-sleeve and starts to bandage the wound on SLACK'S arm. They are in a jail cell that has brick walls and a small barred window facing a dark alley. CHARLIE, stripped of all his guns, stares outside longingly.They look at each other, clearly attracted.A SOUND outside the window. Charlie glances through the bars.Riley and Slack look out the window. FOUR SECURITY MEN are chasing MULLIGAN into the alley outside. They drive him like an animal against a wall, club him, and drag him away.RILEY instinctively reaches through the window's bars, but there's nothing he can do. It's a helpless feeling.Riley puts his hand on her back. g t

CRANE DOWN FROM A FADED SIGN, TONY'S AUTOMANIA, high above what was once a car dealership, but is now a fenced-in DEPOT full of VEHICLES. A huge WHITE FACE with black cartoon eyes POPS into view, attached to a TEN-FOOT-TALL BODY emblazoned TONY BALONEY. It's one of those vinyl ADVERTISING DUMMIES that does the hula as air pumps through it. Tony's arms wave wildly, like a giant zombie, comic yet oddly unnerving as... BLAM! BLAM! Bullets hit it in the face and neck. GUS, a young soldier, and his partner BARRETT, are shooting outside the SALES OFFICE of the car-lot-turned-depot. A sign is printed on the window. "BEST DEALS IN TOWN AND THAT'S NO BALONEY!"

SCREECH! CHOLO pulls a CARGO CARRIER to a stop along the platform of the tunnel. FOXY, PRETTY BOY, MOUSE, ANCHOR, and SCAR, the youngest of the team, leap off the flatbed.

The steel doors under the "SUBWAY" sign open and CHOLO strides out with his TEAM. A DEPOT GUARD steps forward as the doors close and lock automatically behind them.Cholo reaches down, but not into his pocket. For his gun. Just before he draws it...SHOTS ring out.

(Taking Cholo's paper) Hey, wait a minute this is from yesterday.

GUS aims his rifle at the jerking head of TONY BALONEY. As he is about to fire, there's a SOUND at his back.The SOUND comes again. From the woods that adjoin the lot. Barrett grabs the handles of a KLIEG LIGHT mounted on a pivot and swings it so that it ILLUMINATES the tree-line. here's nothing there. Nothing but BRANCHES being slapped by erratic gusts of wind. Barrett pivots the Klieg light back to its original position, jumping out of his skin when the bright white beam reveals... A DEAD THING within arm's length. Barrett FIRES! The dead thing DROPS OUT OF FRAME, REPLACED BY ANOTHER. BLAM! Barrett SHOOTS again. This creature collapses. It is also replaced by another, which is also shot, as... BLAM! The top of Barrett's head is taken off by a rifle shot. The rifle was fired by BIG DADDY. The barrel is still smoking. In the darkness behind him stands NUMBER NINE. Behind Number Nine are the SHUFFLING SHADOWS of many more dead things. GUS SCREAMS.

Quit scratching around back there. You're tryin' ta fuck up my aim.

THE DEPOT GUARD turns and runs toward his men. CHOLO'S TEAM unstraps weapons and gets ready for battle.HOLO and his team sprint across the lot to DEAD RECKONING. A GUNNER at a machine-gun battery opens fire on the WALKERS. Many of the rounds SPARK off the wire fencing.

THE WALKING DEAD march through MACHINE GUN FIRE behind their "leader". BIG DADDY. He is the first to reach the fence surrounding the lot. Pushing against the wire, he is soon joined by NUMBER NINE. Then OTHERS. The FENCE COLLAPSES. The Dead Things SWARM into the depot. VROOOM! DEAD RECKONING pulls out. Rumbling over the section of fencing the zombies pushed down, it drives into the night. SOLDIERS abandon their stations and scatter, shooting wildly. NUMBER NINE knocks one of them cold with its baseball bat. The soldier falls, losing his M-16. BIG DADDY grabs the bat and throws it aside. Picking up the soldier's M-16, he presses the weapon into Number Nine's hands, even arranging Number Nine's fingers on the trigger. RATATATAT. With the gun aimed at the ground, Number Nine fires a BURST that sends her into a spastic dance. The soldier sits back up. Draws a pistol. Big Daddy grabs the barrel of the still-firing M-16 and guides it along the pavement to... ...the soldier's legs. Bullets march up his groin, belly, chest, and, finally, head. He drops. ANOTHER SOLDIER attacks. This time, Number Nine aims her weapon purposefully and scores a direct hit. OTHER DEAD THINGS SMACK at the steel doors that lead down to the subway. They can't get through. Losing interest, they drift slowly away, until their attention is refocused by... ...a GRUNT from Big Daddy, who is gazing toward the GLOW of the FIDDLER'S GREEN HIGH-RISE across the river, closer now than before. The city. That's where he wants to be. That's where he's determined to go.

KAUFMAN RIPS a TURKEY LEG off a cooked bird on a platter in front of him and eats. Across the table sits one of his board members, HARRISON SUTHERLAND. KNIPP enters.Knipp brings a radio-phone to the table. Kaufman picks up the receiver and lifts it to his ear.Kaufman tenses, just enough for Sutherland to notice.

worried about a revolution on the streets. He never thought it would come from across the river.

CLANG! A FIDDLER'S GREEN SECURITY GUARD opens a cell door.RILEY, CHARLIE, and SLACK exchange glances. What now?

KAUFMAN sips a Scotch. SUTHERLAND is present, with a middle- aged board member named CHANDLER STYLES and CLIFF WOODS, who is young and ambitious. All of them are nervous, pacing. A door opens and RILEY is ushered into the room.waving a cannon at your ass. Kaufman won't admit that Riley's right, but he looks at him with a glimmer of respect.e looks at Riley, a hint of desperation behind his eyes.

DEAD RECKONING RUMBLES along a dark street, plowing into a DERELICT CAR, knocking it aside and rolling it down a small embankment, pinning THREE DEAD THINGS beneath.

BIG DADDY steps out of the darkness, watching the lights of DEAD RECKONING recede. He hears desperate SQUEALING coming from under the toppled car. He lumbers down the embankment. Pushes on one of the upturned tires. He can't turn the car by himself. He looks back to the road. Grunts. NUMBER NINE and OTHERS OF BIG DADDY'S GATHERING FORCE hurry to the car. They push. The car rolls over, freeing THE THREE DEAD THINGS. One of them used to be a BUTCHER. Still wearing a blood-stained apron, carrying a meat cleaver, he looks at Big Daddy with something resembling gratitude.

SOLDIERS pass out monster weapons to RILEY, CHARLIE, and SLACK. Riley straps on a K-90. Charlie turns one down.Charlie unstraps his own REMINGTON. A la Sergeant York, he licks his thumb. Wets the sight. And BLASTS a COCKROACH climbing on a wall twenty feet away.Mhe Soldier checks the gun. The safety is off. He clicks it on and embarrassedly hands the weapon to Slack.Slack ties her hair back with a bandana. Checks her gun clip.Riley turns. KAUFMAN and SUTHERLAND enter with several OTHERS.AN HISPANIC MAN steps forward.TEAHOUSE steps forward. A mean-looking Asian right out of Mortal Kombat. He joins his hands, as if in prayer, and bows.PILLSBURY is a woman, a Sumo-sized Samoan, six hundred pounds and seven feet tall, swaggering, decked out in a clatter of fighting gear.Pillsbury speaks with a voice as deep as the Mindanao trench.

When the truck pulled out, it must have knocked the fence down. That's how they got in.

A LONG DOCK juts into the RIVER. DEAD RECKONING stops beside it. MOUSE jumps out. CHOLO stands in an open hatch.Mouse nods, running off to hide in a BOAT SHED.

The steel doors to the subway tunnel open. RILEY and his TEAM step out. The depot has been DEVASTATED. FIRES BURNING. FENCES DOWN. Only TONY BALONEY moves, still waving spookily.Clouds of thick black SMOKE from the fires BILLOW across the depot, restricting visibility. Ever-shifting OPENINGS in the clouds reveal glimpses of torn BODY PARTS.He leads the way into the depot, his M-16 at the ready. Behind him, all eyes peer nervously into the smoke. Everyone speaks in HUSHED tones.Thoughts darken. So does the SMOKE, which billows thicker, virtually blinding the team. SOUNDS come. The MOANING of the WIND. The POPPING of burnt metal and wood.Slack looks back as she walks. The zombies have taken down another section of the depot fence, beyond which lies a suburb. Beyond which is the river. Beyond which is the glow of the FIDDLER'S GREEN HIGH-RISE.OTeahouse pulls a Motorola from his belt. Just as he tosses it to Riley, they hear...GROWLING! the team draws their weapons, standing in a loose circle, their backs to each other, guns searching for a target. Darting eyes peer into the void. MORE NOISES emanate from somewhere. Everywhere. Slowly... ...Charlie unstraps his Remington. Licks his thumb. Wets the sight of the rifle.BLAM! Charlie FIRES! A single shot into the black smoke.DEAD MAN steps out of the smoke! Before anyone can react, it grabs Slack's shoulder from behind! She whirls around. Pulls away. Is about to shoot when she sees AN ENTRY WOUND on the left side of the Thing's forehead.The Thing relaxes its grip and drops at Slack's feet.There are SHUFFLING SOUNDS in the smoke. Manolete backs away. Pillsbury grabs him. Slaps him, hard, across the face.Riley lifts Teahouse's Motorola and pushes "Send".

(Hysterical) There's more of `em out there. I can hear `em. THERE'S MORE!

LOSE ON: SUTHERLAND'S alarmed face.A TROOPER, equally alarmed, is reporting.

Wiped out! That's what he said! Denbo! He said the depot was wiped out by stenches!

RILEY and his TEAM move through DRIFTING SMOKE. VEHICLES are scattered about. They stop at the T-BIRD. There are no keys in the ignition.Riley looks across the lot to the CHARRED RUIN of a shack. Tire fires BURN around it. Debris smolders.MANOLETE climbs in and goes to work under the dash.Suddenly, CHARLIE draws his .45 and FIRES AT SLACK! BLAM! The bullet buzzes just above her ear, blowing a WISP OF HAIR as... ...A DEAD OLD MAN BEHIND HER DROPS, a HOLE in its head.The WIND shifts and black SMOKE envelopes them.Riley pulls out a flashlight and shines it under the dash. The team fans out around the T-Bird. The smoke is so thick they can't make out anything. Including each other. Charlie peers into openings that shift on the breeze. What he doesn't see, what he can't see, is what's behind him... ..a FEMALE WALKER, wearing the soiled and tattered remnants of a bridal gown. The fabric seems to glow in the smoke. The bride shuffles toward CHARLIE. We see it coming. No one else does. Just as it opens its mouth to bite... BLAM! Slack SHOOTS! Her bullet cuts closer than the one Charlie fired, CLIPPING OFF THE TOP OF HIS EAR before DROPPING THE BRIDE.Manolete fumbles with colored wires under the dash.THE T-BIRD'S ENGINE REVS. I GOT IT! LET'S GET OUT OF HERE! Riley leads the team into the T-Bird. Manolete starts to get out from under the dash. As TEAHOUSE settles into a seat by the door... ...SOMETHING heavy and wet SMACKS his shoulder. It's a FOREARM! It drops onto Teahouse as if thrown at him.Teahouse HURLS the bloody thing onto the asphalt. Shockingly, the ARM SPRINGS BACK, THUMPING against Teahouse's face! A twist of torn muscle, no thicker than clothesline, is keeping the limb loosely attached to... ...A DEAD THING that has crawled beside the T-Bird. Lifting itself, it BITES a large filet out of Teahouse's arm. CHARLIE SHOOTS it. Manolete climbs up behind the wheel and...VROOOOOM!...pedal to the metal he pulls out of the depot. Slack glances at Teahouse, then, wind in her hair, leans in close to Riley.Slack turns to Teahouse.She draws her .45, aims at Teahouse, and FIRES.

KAUFMAN paces with a cigar, passing SUTHERLAND, STYLES, and CLIFF.Kaufman looks at Cliff, as if expecting him to understand.Kaufman leads Cliff into... ...an alcove on the far side of the room, shutting two pocket doors made of sandblasted glass. Sutherland and the others can't hear, but can see, Kaufman and Cliff in SILHOUETTE. ON THE OTHER SIDE OF THE DOORS: Kaufman leans close to Cliff, smiling, his eyes blinking a bit too rapidly.Kaufman looks disappointed. Taking Cliff by the arm, smiling again, he leads him over to an outer door and opens it. An armed SECURITY GUARD stands in the corridor outside.At the conference table, Sutherland sees the light coming in from the outer corridor, better defining the silhouettes as the Security Guard drags Cliff away.

In an overgrown suburban street, a LAWN TRACTOR, driven by a GARDENER in work clothes, drives back and forth, back and forth, over a swath of dead grass. The gardener is DEAD too.

CHOLO watches the GARDENER through the windshield.CLOSE ON: CHOLO'S WATCH. 11:20.Cholo slides open a small window, grabs his crossbow, and SHOOTS the Gardener in the head.

ANGLE ON: A SOLID WALL OF WOOD. BIG DADDY, NUMBER NINE, and OTHERS OF THE DEAD push against it. The wood holds. Big Daddy turns, surveying his troops. Focusing on the BUTCHER. On the meat cleaver it has in its hand. Big Daddy pounds on the wood, demonstrating. Points at the meat cleaver. Pounds again. The Butcher gets it. Approaches the wall. HACK! The meat cleaver chops into wood, splintering it. REVERSE ANGLE: from the other side of the wall as the wood splinters to reveal BIG DADDY'S EYES staring through at... ...the FIDDLER'S GREEN HIGH-RISE, looming closer than it was before, though it's still across the river.

CLOSE ON: a small, electronic unit, the size and appearance of a "Game Boy". AN LED SCREEN shows a BLINKING RED DOT moving along a MAP.SLACK, driving the T-BIRD now, makes the turn. The car blows through a deserted town, moving fast. Riley notices that Slack is effected by the desolation she sees.She does. The T-Bird stops along a road bordered by a MARSH thick with tall CAT TAILS. Unexpectedly, Riley stands and points his automatic at PILLSBURY and MANOLETE.Riley reaches down and opens the passenger door. Manolete looks out and sees the CAT TAILS MOVING. THREE WALKERS are slogging through the marsh.Pillsbury reaches out and slams the car door closed again.Charlie pulls his .45. Riley turns around his seat, glancing down again at the "Game Boy" in his palm. The RED DOT has moved on to ANOTHER MAP.Slack pulls out.Riley holds up the "Game Boy". It BEEPS SOFTLY as the RED DOT shifts onto another MAP.

DEAD RECKONING stops on a long road, at the end of which stands... ...a MILITARY COMPLEX. THE BEAM of a SEARCHLIGHT sweeps back and forth over the buildings, a sign of life.

CHOLO looks out the window to the searchlight sweeping over the military complex in the distance.

MOUSE looks at a GRIMY WINDOW as the SHADOW of a WALKER stops just beyond the glass. Mouse FIRES a BURST shattering the window and dropping the Walker. Silence. Mouse takes a tentative step toward the window. A SCRATCHING SOUND. SOMETHING climbs up onto the sill from outside. Mouse raises his gun, but hesitates when he sees... ...it's a child. A GIRL SCOUT. It died at age nine, still wearing its uniform. Now, it's voracious. It grabs Mouse's gun-hand. The weapon FIRES harmlessly into the floor. Mouse is about to be chomped when... ...a STALAGMITE OF GLASS in the top of the shattered window drops, PIERCING the Girl Scout's head. Mouse runs SCREAMING to the door, where he is grabbed by another DEAD THING. And another. As he is TORN APART, he sees that there are DOZENS MORE.

EYE CAN SEE. CLOSE ON: BIG DADDY. Only the river now flows between he and his goal: FIDDLER'S GREEN HIGH-RISE, so near and yet so far.

WHAM! The door SLAMS behind KAUFMAN as he enters the foyer. KNIPP emerges from the rear.

PRETTY BOY eases the vehicle up the road to the complex of buildings: ROSS PARK, a sprawling munitions depot. The searchlight continues to sweep across the night, but NO ONE is manning it. It's mounted to an automatic rotator on the roof of the main building.The gates stand wide open. There's no sign of life. CHOLO punches a button. The SIDE HATCH HISSES OPEN.Foxy moves out through the open hatch.SCAR grabs his weapons.

ONE OF THE DEAD TOPPLES face first into the water, dropping out of sight. ANOTHER FALLS. BIG DADDY looks at the spot where his brothers fell in. He looks for a long time, cocking his head like a puppy trying to understand a high wind. The first Dead Thing slowly rises out of the water. Then the Second. They stand, waist deep, in the shallows. Big Daddy gazes down at the water, a concept dawning. Then, with grim purpose, he steps deliberately off the low wall. Hitting the river, he manages to stay on his feet. Standing, waist deep, with the others, he scoops up water with his one good hand. Sniffs it. Tastes it. He looks up. Sees the CITY LIGHTS REFLECTED ON THE RIVER. He tries to express his thoughts. All that comes from his mouth is a series of inarticulate moans. He's incapable of transmitting his idea. So he does what he's been doing since Uniontown. He leads. He walks toward the city. Out of the shallows. Into deep water. Over his head.

There are AUTOMOBILE TIRES, GARBAGE CANS, a rusted ANCHOR, a sunken MOTOR BOAT, HUNDREDS of BEER BOTTLES...AND THOUSANDS OF DEAD THINGS...WALKING...ON THE RIVER BOTTOM...following BIG DADDY through the debris.

A knock on a door is answered by A MAN who looks a bit too greasy to be important. SUTHERLAND is outside.

The unmanned SEARCHLIGHT scans the yard, casting intermittent shadows.FOXY and SCAR move toward a large STORAGE BUILDING where a door swings in the night breeze, SLAPPING alarmingly against the wall. Beyond the opening is a BLACK MAW, like a velvet curtain, past which nothing can be seen.Scar nervously pulls out a flashlight. As he CLICKS on the BEAM, he loses his grip. The flashlight drops to the ground. Scar reaches for it. His fingers tip it and it spins. The beam WASHES across his shoes. Then Foxy's shoes. Then finds... ...ONE OTHER SHOE. Someone else's. Gasping, Scar grabs the flashlight, shining the beam up onto what should be a leg, but there's nothing left above its bloody shin. PLIP! PLOP! PLIP! Beads of BLOOD hit the floor, dropping from the DARK FIGURE of a SOLDIER who is approaching. Scar aims the flashlight at the figure's face, recognizing...Brubaker keeps coming. He has BULLET HOLES in his chest, but they're not what's dripping blood. It's another half-eaten FOOT that he's carrying. BRUBAKER IS DEAD. Foxy shoots him. Foxy and Scar move into a hangar-like space. Pitch black. Except for the mote-filled BEAM from Scar's flashlight, which illuminates a supply of enormous cannon shells, lined up on storage shelves. THE "JOHNSONS". SIX DEAD SOLDIERS are hunkered in the shadows, EATING the REMAINS of OTHER DEAD SOLDIERS. Foxy grimly raises his weapon. As he squeezes the trigger, the sound of the gunfire OVERLAPS into...

THE T-BIRD rumbles along a road lined with large HOMES, once prized for their panoramic views. RILEY'S "Game Boy" BEEPS. The display shows the RED DOT moving along a MAP.Riley looks outside. Beyond the homes he can see THE CITY.SLACK pulls into a driveway, stopping the T-Bird in the shadow of one of the houses.

In a walk-in STEEL-WALLED SAFE, KAUFMAN pulls out banded STACKS OF MONEY and stuffs them into TWO PRADA DUFFELS.

ONE HEAD RISES out of the river. It's BIG DADDY, rivulets of water running down the creases of his face. Another head rises. And another. NUMBER NINE and the BUTCHER ZOMBIE. More and more heads break the surface. The water FILLS with BODIES emerging from the deep. HUNDREDS OF THEM. The CITY LIGHTS REFLECT off their wet clothes as the ARMY OF THE DEAD clambers up a boat ramp on the city side of the river.

RILEY and HIS TEAM wait in the shadows of the driveway they pulled into. They HEAR the distant GROWL of DEAD RECKONING. Looking over a hedge-row, Riley can see HIGH BEAMS advancing.Riley takes off. Charlie looks torn. He wants to go with Riley, but he has to keep PILLSBURY and Manolete covered.Pillsbury, moving fast for a big woman, POUNDS Manolete's temple with a mighty fist. He drops like a lead weight.

The door to the roof opens and the GREASY MAN from "downtown" steps out of a fire stair with ANOTHER GREASY MAN. SUTHERLAND remains inside the door.The Greasy Men go trotting across the rooftop. As they climb into TWO HELICOPTERS, we realize that they are PILOTS.

RILEY walks down the road. The GROWLING of the diesels is getting louder, the GLOW from the high-beams brighter. Riley is startled by a NOISE behind him. He whirls around and sees CHARLIE approaching.Riley is about to object, when DEAD RECKONING comes rumbling around a corner a hundred yards down the street. Riley checks his watch again. 11:52.

In the cab, PRETTY BOY eases off the gas. CHOLO looks out the windshield as the headlights strike...The vehicle crunches to a stop forty yards away. Pretty Boy hands Cholo a microphone. Cholo speaks into it.INTERCUT: BETWEEN THE STREET AND DEAD RECKONING'S CAB.Riley holds up his "Game Boy". Cholo looks surprised.

RILEY and CHARLIE step on board. PRETTY BOY is at the controls. FOXY, ANCHOR, and SCAR stand nearby. Charlie is grinning like a badly scarred Cheshire cat.KA-CHUNK! Cholo lifts his crossbow, pressing a loaded arrow up under Riley's chin. BLOOD TRICKLES.Charlie is about to react when he feels Foxy's M-16 poking into his back. Cholo looks into Riley's eyes.

SLACK and PILLSBURY creep forward, freezing as they see RILEY with the crossbow at his neck. Slack aims her K-90 at CHOLO, RUSTLING branches as she moves.

With great WHIRRING SOUNDS, the vehicle's largest guns begin to ROTATE slowly toward the city across the river.MANOLETE begins to stir on the ground beside THE T-BIRD.

SLACK and PILLSBURY watch THE GUN TURRET continue to turn, the cannon barrels angling toward FIDDLER'S GREEN.

PRETTY BOY lifts a clear cover off a RED FIRING BUTTON.The turret on the roof GROANS as the cannons rotate.

MANOLETE pulls one of the MACHINE GUNS out of its mount on the T-BIRD. Shouldering it, he creeps toward DEAD RECKONING.

ON THE CONTROL PANEL: A CLOCK CLICKS DOWN TO MIDNIGHT. 4...3...2...1...CHOLO reaches down and pushes the button.

CHOLO punches the button again. Again. Nothing happens. WHAT THE FUCK? CHOLO'S eyes fall to the "Game Boy" in Riley's hand.Riley pushes another button on the "Game Boy". Outside...

...TWO STEEL LOCKING RINGS swing up to cap the cannons. Just beyond the barrels we see MANOLETE closing in on DEAD RECKONING, raising his machine gun. A DEAD THING advances behind him.

CHOLO charges RILEY. Grabs him around the throat.Riley tosses the "Game Boy" out the open hatch. Cholo reaches out after it.

MANOLETE has the machine gun aimed at DEAD RECKONING'S open hatch. Where CHOLO is standing. Out of the corner of his eye, RILEY sees Manolete's machine gun barrel flash in the moonlight. MANOLETE FIRES! RATATAT! RILEY PUSHES CHOLO OUT OF THE WAY JUST IN TIME! He drops from the hatch onto the pavement, wounded in the shoulder. The Walker starts to rip Manolete apart. Slack SHOOTS HIM in the head. Then she and PILLSBURY open fire on the Walker, destroying it.

FOXY, distracted by the mayhem, lets CHARLIE get the drop on him. ANCHOR and SCAR go for their guns. RILEY unslings his M-16 and holds them at bay.Riley looks at the clock on the control panel. 12:01. Charlie follows his gaze.Riley CLICKS the transmitter on.

BING! KAUFMAN steps off the elevator, carrying his two Prada bags full of money. A TWO-WAY RADIO in his pocket RINGS.

KAUFMAN rushes in with his bags, dropping them beside other luggage that is already packed.The windows are sealed so the NOISE Kaufman hears is MUFFLED, but it is definitely the SOUND OF DISORDER. He goes to a window. Looks down and sees... ...flashes of LIGHT from gunfire. SMOKE rising from an EXPLOSION. PEOPLE running. THE DEAD swarming into the city like ants. A war has begun.

SUTHERLAND stands at the edge of the roof, looking down at what Kaufman just saw.Sutherland, STYLES, OTHER BOARD MEMBERS, and their FAMILIES get into the TWO HELICOPTERS.

THE SOUND OF RUMBLING. The CEILING VIBRATES, knocking tear- shaped baubles off a CHANDELIER. The SOUND BUILDS in intensity. Then suddenly eases off. Through the window, KAUFMAN sees the things that caused the rumbling... ...TWO HELICOPTERS, SOARING off into the night.

RILEY jumps out onto the street where CHOLO lies, bleeding from the top of his left shoulder.Riley looks where SLACK is pointing. From across the river comes a flickering ORANGE GLOW. Riley moves to a spot where he can see between the houses on the hillside. In the distance, FIRE rises from the city. Cholo sits up, cackling.PILLSBURY steps in and lifts Cholo easily to his feet.FOXY jumps out of DEAD RECKONING and stands at Cholo's side. Riley, Slack, and Pillsbury climb aboard. Riley looks down at Cholo and Foxy.

RILEY closes the hatch. Blood trickles from under his chin where Cholo stuck him with the crossbow. SLACK reaches up and pulls off the bandana that holds back her hair, which cascades down. She uses the fabric to clean the blood off Riley's neck. He looks at her, touched by the familiarity of the gesture.PRETTY BOY hits a button. A MAP appears on a MONITOR, showing the "GOLDEN TRIANGLE" bordered by the rivers and the barricaded bridges spanning them.Riley runs his finger along the monitor, outlining the natural and man-made barriers that protect the triangle.His finger continues down the monitor to "THE THROAT" at the base of the triangle, where the long FENCE runs between the two rivers.

CLOSE ON: KAUFMAN staring out his PENTHOUSE WINDOW, aghast. LICKS OF FIRE reflect on the glass. SOUNDS OF WAR can be heard from far below.

In the pristine plaza that surrounds the building, WALKERS swarm. CITIZENS run, screaming, including SOLDIERS, driven from their posts, who SHOOT at the Dead Things. CLOSE ON BIG DADDY. Who looks back and forth, as if torn, at the FIDDLER'S GREEN HIGH-RISE, at the violence in the streets, back at the building, back at the streets. A SOLDIER fires at him! Misses. Big Daddy raises his rifle and blows him away.

CHOLO and FOXY run up the road to THE T-BIRD. Seeing a WALKER lurking ahead, they duck into the dark cover of the trees.WFFFFT! Cholo picks off the Walker with his crossbow.He slaps a hand on Foxy's back. EXCEPT IT'S NOT FOXY! It's ANOTHER WALKER that has moved between the two men. It grabs the hand that slapped him and BITES it. AHHH...FUCK! Foxy, a few yards away, whirls, aiming his gun at the Walker. Cholo is faster. With no time to reload, in agony, he pulls a FISTFUL OF ARROWS from his quiver and DRIVES THEM THROUGH THE WALKER'S FACE AND SKULL. The Walker falls. So does an ominous silence.Foxy aims his rifle Fat Cholo's forehead. Their eyes connect.For a moment, Cholo looks despondent. Then he forces a smile.Foxy lowers his gun.

EAD RECKONING drives upriver. THROUGH THE WINDSHIELD: THE CITY can be seen BURNING in the distance.

A drawbridge spans the river. Or would span it if it wasn't open, its rusted metal roadbed rising into the sky.

RILEY'S POV: A CONTROL BOOTH is built into the superstructure of the bridge, about fifteen feet off the ground, on DEAD RECKONING'S side of the river.

RILEY jumps out of DEAD RECKONING. SLACK is right behind him.BLAM! She shoots a WALKER that has come out of the night.

CHOLO jumps out of the T-BIRD and runs to the steel doors, unlocking them with a mag-key.

CHOLO walks with determination along the deserted tracks under the river.

RILEY ducks under a caution gate at the entrance to the bridge and starts across the roadway. Behind him... ...SLACK and CHARLIE stand, weapons ready, eyes alert for danger. As Riley runs... ...SOMETHING SKITTERS across the road, chasing him. Not a zombie. Much smaller. A RIVER RAT. Charlie draws his REMINGTON. Wets the sight with his thumb. BLAM! Riley stops running. Looks back to see what's being shot.The rat is now half a rat. Its ass has been blown off. Yet IT'S STILL RUNNING!SKREEEEEEEE! ZOMBIE RATS crawl up onto the roadbed. DOZENS. Riley takes off away from them. Slack and Charlie hurry closer, firing, trying to pick the critters off. The rats reach Riley! Nip at his heels. He leaps. Swings onto a girder. Climbs to the control booth. The rats don't follow. Slack heaves a sigh of relief just before... ...SKREEEEEEEE! A second pack of rats scurries toward her! She vaults over a railing, dropping several feet to... ...the riverbank below. But there are rats here too! Charlie fires at them from above. BLAM! BLAM! BLAM! FUR AND BLOOD FLY. But there are too many. He can't shoot them all.

RILEY reaches the control booth. Draws his .45, expecting danger within. He steps through the opening... ...but nothing's there. Just a SPIDER WEB that sweeps over his face as he moves toward a RED SWITCH that activates a generator. He flips it. The motor roars to life. He turns toward a giant lever that operates the roadbed. It GROANS from disuse as he pulls it.

RED LIGHTS on the caution gates BLINK, tinting the night. The silence is shattered by a LOUD SIREN that ECHOES across the river. The bridge's roadbed begins to CREAK down slowly.

THREE DINGHIES lie, upside down, next to the water's edge. SLACK shoves one into the river, climbing onto its upturned bottom. She pushes off. The boat doesn't budge. A tether holds it within inches of the shore. Slack pulls out a jackknife and goes to cut the rope, but... ...rats SNAP at her hands. Slack recoils, but keeps cutting. Finally, the rope frays, enough for the boat to pull free. Slack crouches on top of the upturned hull. No way to steer. No paddles. The current carrying her away.

Hearing the scream, RILEY looks out the control booth window and sees... ...SLACK being taken downstream.

RILEY bursts out of the booth, only to be confronted by... ...the BRIDGEKEEPER. Drooling. Dead. It grabs Riley, pushing his head back toward the enormous GEARWORKS of the bridge. Riley struggles. Bests the creature. Spins him around toward the gearworks and... ...SSSNIPPPP! THE BRIDGEKEEPER'S HEAD is scissored off! It drops with a PLUNK into the river below.

SLACK, adrift on the boat, lies prone at the bow and begins to paddle with her hands. One of which hits something long and slimy. It looks like a snake! But it's not. It's only a moss-covered rope. Slack grabs on. Pulls hand over hand. It seems to take forever for the rope to become taut. A FACE BOBS OUT OF THE WATER! Slack SCREAMS. It's the BRIDGEKEEPER'S HEAD, its eyes blinking as it floats off on the current. The rope is attached to a stanchion on the opposite shore. Slack's muscles strain as she pulls on it until... ...her boat reaches the stanchion and she jumps off, finding herself at the same boat ramp the army of the dead used. The river has carried her into the very part of the city Riley and the team were trying to avoid. SCREAMS rise nearby. She's in the war zone.

THE BRIDGE IS LOWERING SLOWLY. Too slowly. RILEY scrambles up the incline of the roadbed and calls back to CHARLIE.Charlie pops back into DEAD RECKONING. Riley climbs to the top of the descending roadbed and... ...LEAPS across the narrowing gulf to the other side. He lands. Falls. Rolls. Gets to his feet and runs toward Slack and the city.

SLACK runs past hysterical PEOPLE toward the FIDDLER'S GREEN HIGH-RISE. BRIAN, Mulligan's young son, rushes by her in a panic. Slack grabs him.Slack runs off with Brian, past a MANHOLE surrounded by canvas fences, "CAUTION" signs, and flaming OIL POTS. As MAINTENANCE WORKERS scramble out of the manhole... ...DEAD THINGS close in. The Workers, unarmed, pick up the ball-shaped pots and BOWL them at the Walkers. As the "balls" roll, their FIRES SWIRL, making them look like flaming comets. S Some of the pots CRACK OPEN, creating POOLS OF FIRE on the street. One of the "balls" remains whole until it smacks against the feet of a Walker. Then it opens. And the Walker is engulfed in flames. Big Daddy looks at the Walker with sadness. He lifts his rifle again and shoots the flaming creature in the head. Big Daddy walks to the manhole. TOOLS are strewn around it, pickaxes, sledges, chainsaws, and a pneumatic hammer which is lying on the street...RATTATATTAT...still running. Big Daddy looks at the FIDDLER'S GREEN SKYSCRAPER. His goal. Finally in reach. He looks down at the pneumatic hammer, and picks it up by the handle. With the heavy tool vibrating in its hand, Big Daddy walks toward the building. He doesn't get very far before the hammer's electrical cord is pulled out of the extension it's plugged into. The hammer stops running. Big Daddy looks at it. Puzzles over its stillness for a moment. Then...

The barrel of an M-16 is planted against Big Daddy's temple by a MILITIAMAN. UDDA-BUDDA-BUDDA! The Militiaman FLIES BACK. It wasn't he who fired. It was NUMBER NINE, standing nearby with her M-16. The Militiaman lies on the ground, his dead eyes staring at Number NINE in utter surprise. Seeing what has happened, ANOTHER SOLDIER grabs a grenade, pulls the pin, and is about to toss it at Big Daddy when...

PLOPS into the street. The Soldier looks down in horror, then collapses on top of his hand. A MUFFLED EXPLOSION makes jelly of his mid-section. Big Daddy continues to walk toward the building, carrying the pneumatic hammer, as OTHER DEAD THINGS collect sledges, pickaxes, lengths of pipe, and follow their leader.

KAUFMAN and KNIPP, carrying the Prada duffles, rush out of an elevator with FOUR SECURITY GUARDS. Kaufman carries a gun. hey race into the street level of the three-story ATRIUM. Chopin LILTS, caged birds SING. RESIDENTS SCREAM, running crazily in all directions. A bank of GLASS DOORS leading to the street is under assault by WALKERS, ten deep.The Dead Things POUND at the doors. One Guard runs away. The Other Three follow.Kaufman FIRES THREE ROUNDS at the men! He's not a marksman, but ONE of the GUARDS is WINGED. Whirls around and levels his M-16 at Kaufman. YOU STUPID OLD FUCK! He's about to fire when Knipp steps in front of Kaufman.The Guard takes off after his comrades.Kaufman spins around to see CHOLO walking toward him across the atrium.LANG! CLANG! CLANG! The Dead Things at the glass doors are POUNDING now with shovels, pickaxes, and lengths of pipe.Kaufman raises his gun and aims at Cholo, who aims back with his crossbow.BIG DADDY appears outside the doors. Uses his pneumatic hammer to POUND at the safety glass. Kaufman can't take it anymore. He bolts for a stairway door. Cholo shoots. An arrows hits Kaufman in the back of his left calf. Kaufman sprawls, dropping both his bag of money and his gun, which skitters away. Knipp rushes over to help Kaufman.Kaufman shakes Knipp off. His gun is ten feet away. He heads for it. Dragging himself on hands and knees. CRUNCH! The chisel on Big Daddy's pneumatic hammer is the first tool to PENETRATE the doors. The glass doesn't shatter; it COBWEBS into tiny crystals stuck together by a thin plasticine coating. ALARM BELLS SOUND! Puzzled by the sudden transformation of the glass into something that looks different, Big Daddy drops the pneumatic hammer and reaches out. The glass is different. It's soft. Flexible. Big Daddy POKES HIS HAND right through. Kaufman has almost reached his gun. Cholo shoots another arrow. This one hits Kaufman in the shoulder.Kaufman has a will of iron. He keeps going, gritting his teeth against the pain, reaching out for his gun, as... CRUNCH! CRUNCH! CRUNCH! More tools PENETRATE the doors. More HANDS POKE through. Kaufman looks at his worst nightmare...Dead Things ripping their way through the cobwebbed doors, invading his temple. The commotion distracts Cholo just long enough for Kaufman to lift his gun and FIRE nine rounds. Most of the shots miss. TWO hit Cholo, one in the belly, one in the heart. He is slammed against the wall, his glazing eyes staring up into the atrium, the place he so desired. It's the last thing he sees before he keels over, dead. Knipp pulls Kaufman onto his feet. They look up to see... BIG DADDY leading his army into the atrium. Kaufman aims and FIRES. A BULLET HITS BIG DADDY in the upper chest, blowing DEAD FLESH out of his back. The Dead Man feels no pain, but it focuses on Kaufman and starts after him with purpose. Kaufman sees something in Big Daddy's eyes. Something that's not dead. Kaufman fires again. CLICK! He's out of ammo.Knipp pulls Kaufman to a stairway door. They rush inside. The moment they're out of sight, the Walkers forget about them, moving on into the atrium. All except Big Daddy. That rage is still in its face as he lumbers toward the stairway door.

TH-BOOOOM! The roadbed of the drawbridge drops into place. VROOOM! DEAD RECKONING rumbles across the span.

KEYS TURN in the locks of cell doors, which SLACK and BRIAN pull open. MULLIGAN and his REVOLUTIONARIES emerge. Mulligan embraces his son and looks gratefully at Slack.

RILEY runs out of a line of trees. In the distance, he sees... ...the "THROAT", where much of the CITY'S POPULATION is trapped, herded by HUNDREDS OF WALKING DEAD against the layers of electrified fencing that were erected to protect them. There's no escape. People are being TORN apart and EATEN. The fencing SPARKS as bodies touch it and are ELECTROCUTED. Terrible SCREAMS fill the air. Riley hears the distinctive ROAR of DEAD RECKONING'S engines, the CLATTER of its treads. He moves toward the sound as... ..a DEAD THING looms three feet away. Riley lifts his pistol and puts a shell through the thing's skull. Blood flies, taking on the sudden glow of a halo as it is BACKLIT by... ...the glare of DEAD RECKONING'S approaching headlights. The dead thing falls to the road, where... ...it is turned to apple butter by Dead Reckoning's enormous treads. Riley stands right in the vehicle's path.

Get back! Get back! We're gonna blow the fences! The CROWD screams and starts to clear the area.

THROUGH THE WINDSHIELD: RILEY looms larger and larger as the vehicle closes in. He doesn't move. PRETTY BOY tries to turn the wheel. Too late. RILEY DISAPPEARS!Three seconds later, Riley's figure comes scrambling across the windshield, climbing up toward...

...the two fourteen-inch cannons on the vehicle's turrets.The barrels of the two fourteen-inchers are still capped. DEAD RECKONING keeps rolling. RILEY climbs out onto one of the cannon barrels. WHAM! A WALKER grabs him by the leg from the road. Riley blasts him with his .45. As OTHER WALKERS approach, he shoots them with one hand, Rusing the other to uncap the cannon.Riley turns. The road is now filled with WALKERS. Standing ASTRIDE the vehicle, riding it as if it were a living beast, Riley picks some of them of with his .45.

FOOTSTEPS ECHO as KNIPP, carrying one of the Prada duffles, helps the wounded KAUFMAN across an underground PARKING GARAGE, a dark and spooky place, made more so by the SOUNDS of distant SCREAMING. Kaufman disdainfully SNAPS OFF the shanks of the arrows in his leg and shoulder. The two men reach a stretch LINCOLN. Knipp BEEPS the doors open and they get inside, Knipp behind the wheel, Kaufman in the luxurious back compartment, where he pours himself a scotch from the built-in bar. Knipp starts the engine. The SOUND ECHOES big-time in the concrete tomb.Kaufman moans. Knipp steers the car slowly, carefully through the shadows, pulling in beside a GASOLINE PUMP near the base of a RAMP that leads up to the street. Knipp pushes a button that pops open the gas tank. He shuts the engine off and gets out, taking the keys, which have a Mag-Card attached to them. He slides the Mag-Card into a slot, activating the pump. An LED scrolls "Thank you, Mr. Kaufman". Knipp pulls the nozzle. Freezes when he hears... ...FOOTSTEPS ECHOING. A DARK FIGURE is approaching through the shadows. Knipp drops the nozzle. Ducks into the car. SLAMS the door. WHAM! A SINGLE HAND SMACKS against the driver-side window. A FACE leans in behind the hand. A face full of rage. BIG DADDY'S FACE.Big Daddy moves to one of the rear windows. He can't see inside. The window is tinted. He returns to the clear windshield, looks back, at an angle, and sees Kaufman in the rear compartment. Big Daddy recognizes him. From upstairs. It's the man who shot him. The Dead Thing looks up. Sees the gasoline pump. His hand drops to the embroidery on its jump-suit..."Texaco". He moves deliberately toward the pump.Big Daddy sees the nozzle on the cement. Picks it up, feeling the familiarity of it. Pulls the trigger. Gasoline squirts. The rage in his face turns to a kind of satisfaction. Using the nozzle as he did the pneumatic hammer, Big Daddy POUNDS on the windshield, three times, before the SAFETY GLASS COBWEBS. He POKES the nozzle through the flexible fabric and pulls the trigger until it locks. Gasoline FLOODS into the car.TCHUNG! Big Daddy pulls the driver side door open. As Knipp tries to run, he is GRABBED by Big Daddy.Big Daddy looks at the butler. Sniffs him. Then flings him aside. Knipp is not his prey. With a glance at Kaufman, cowering in the back seat, Big Daddy slams the car door and, surprisingly, walks away. Up the ramp toward the street. The nozzle remains stuck in the "fabric" of the windshield. Gasoline continues to flow into the car. Kaufman crawls into the front seat, wincing from his wounds, and KICKS the nozzle out of the window with his good leg, getting soaked with gas in the process. He opens the door. Limps to the pump. Grabs the keys. As he starts back toward the car... ...WHAM! SOMETHING is standing right in front of him. It's one of the WALKING DEAD. It's...

Kaufman shakes his head in disbelief.THE CHOLO THING reaches for Kaufman, vengeance in its eyes. Kaufman breaks for the driver's door. He never makes it. The Cholo Thing grabs him and SLAMS him down across the hood. Leans over him. Opens a drooling mouth. Kaufman whimpers. BRRRUMBLE-UMBLE-UMBLE! The SOUND of a bowling ball. Kaufman looks up. It's not a bowling ball. It's an OIL POT, rolled down the ramp by Big Daddy. Kaufman SCREAMS. The fire ball approaches the gas-soaked Lincoln, the gas-soaked Kaufman, and... ...WHOOOMPH! Kaufman and The Cholo Thing are IMMOLATED. The FIREBALL removes everything from sight, except a few floating HUNDRED DOLLAR BILLS, burning in mid-air. THROUGH LICKS OF FLAME we see...Big Daddy is almost smiling.

CHARLIE works a joystick. The cannon turret GRINDS above. He takes aim at an area of the fences that is rapidly emptying of people.

The fourteen-incher turns toward the fences. RILEY rides it.Riley leaps down. The instant he's clear... KA-BLOOOOOOOOOOOOOM. The ELECTRIFIED FENCES are BLOWN APART. In the dissipating SMOKE, RILEY is the first one through the opening. Within seconds, CITIZENS start toward it, heading the other way. Riley finds himself running against the tide. Searching. Desperately searching. Behind the surging crowd... ...WALKERS appear, grabbing people. Dropping them to the ground. Eating them. Riley FIRES in all directions. WALKERS DROP around him. He saves a WOMAN with a BABY...a YOUNG COUPLE...a PRIEST. CLICK. He runs out of ammo. WALKERS close in. The situation seems hopeless until...

PTOOOM! PTOOOM! FIREWORKS "BLOOM" in the sky. HE DEAD THINGS gaze upward, mesmerized. THE HUMANS ESCAPE. RILEY finds himself standing in the midst of FIFTY WALKERS, frozen like statues around him. Other than the intermittent BOOM of the fireworks, SILENCE. Out of which...Riley turns. Slack emerges from behind one of the immobile dead things. Riley moves toward her... ...she to him... ...both of them weaving a cautious path between the statues. They reach each other and embrace, surrounded by dead things that don't even know they are there. RATATATATATAT. GUNFIRE EXPLODES around them! HAPLESS DEAD THINGS are MOWED DOWN the way they were back in Uniontown. This time by... ...MULLIGAN and his REVOLUTIONARIES...who slaughter every zombie in the area. BRIAN is shooting, too, raring to go. When it's all over...Riley looks out at the city, where there is still scattered distant gunfire. He looks at Brian, standing at Mulligan's side, his innocent face speckled with the blood of the dead. Riley shakes his head.

FIREWORKS EXPLODE. A ZOMBIE looks up toward the "blooms". A strong hand grabs the collar of its shirt, pulls its gaze away from the sky, and herds it onward. The hand is BIG DADDY'S. He herds OTHERS along, too. A small group of TWO DOZEN, including NUMBER NINE and the BUTCHER.

One of the GATTLING GUNS RATCHETS into position, taking aim at BIG DADDY.

PRETTY BOY sits at the controls, about to push the firing button when... ...RILEY grabs her hand.Riley picks up a pair of binoculars and looks through the windshield at BIG DADDY.

THROUGH THE BINOCULARS: BIG DADDY looks at DEAD RECKONING. For an instant, his eyes meet Riley's, as they did in Uniontown.

BIG DADDY leads his band into the future. DEAD RECKONING rolls into the future, too, but in a different direction.

DEAD RECKONING growls off into the early dawn, a lethal weapon... ...shooting off FIREWORKS worthy of Independence Day. FADE TO BLACK.:

Silence. Which is then broken by a coarse VOICE as it speaks to us, in distinct Californiaese. The voice is that of an old- timer. His words and tone bespeak a life lived hard, illicitly, and unhealthily. And yet with joy. The sense one gets is, he wouldn't have had it any other way, that his path through life, was chosen... By him.

Although we don't see him yet, he is WILLY LUMP LUMP, 60s. And he will tell us, tell SOMEONE, all they need to know.

...to this day, when I just think of robbing a bank, I get a boner. I get butterflies... Now that's love... See, whatever it is you decide to do in life, do it because you love it...

And now we see him. WILLY LUMP LUMP looks right at us. His is a face one doesn't forget. A face that inspires...articles, novels, movies. Like the one we're about to see.A TITLE reads, "Federal Correctional Institute, Terminal Island. San Pedro, California."CONTINUED:Willy takes a sip of his piping hot coffee. The coffee mug is metal, and small. He wears an orange jumpsuit emblazoned with black, faded block letters across it that read "FCI". In the unseen surrounding environs, the cold, reverberant, hollow SOUNDS OF PRISON can be heard.Willy takes a drag from a cig. Doesn't bother ashing. Old, diffused tats dot his forearms. The thick black-rimmed glasses he wears, "Mafias", ID him as a convict of high standing.Willy finally exhales. The VOICE of a younger man we do not see, asks Willy the same question some of you may have.Willy crunches his eyes, holds his hand up, annoyed. CONTINUED: (2)The voice doesn't respond. Willy takes another sip of his coffee, savors it. In a rush, Willy isn't.Willy takes a long drag from his cig, then exhales slowly.Then gesticulates for emphasis by jutting the cig at our face.

...I fucken love robbing banks. Unfortunately for me, it happens to be illegal. That's why I'm sitting here talking to you. Kinda a bummer, but then again, whatever...

There are 5 rules to robbing a bank. And that's the first rule. Do it for the love. For the doing of the thing. Make it your masterpiece. Like Ali, Ludwig Van, Musashi, Plato, Da Vinci. Make it your Rumble in the Jungle, your 9th, your Samurai Sword, your Apology, your Mona Lisa... Don't do it for the money. Or because you're pissed off at the world and you wanna do the whole bullshit whoop de whoop gangster thing, and you wanna shoot somebody. Like those whack job amateurs in North Hollywood.

They had it going good for a while, but then they fucked it all up because they wanted to shoot it out with the cops, because they probably couldn't get any ass and had small cocks. If mommy didn't treat you good, go start a fire or some shit. But don't rob a bank...

Second rule, don't do chump change. Whether you steal 1 dollar, or 100 million, the length of your visit to Hotel Federal Prison will be the same. So when you pick your score, make sure it don't come with fries and a shake. Make sure it's so much goddamn money, stuffing it in your pockets ain't an option... The third rule, once you got the money, don't spend it. Because remember, you didn't do it for the money. And if you spend it, you'll run out. And if you run out, you'll become a junkie. Because you'll want more. And if you want more, you'll make mistakes... Junkies come in all shapes and sizes, not all of them Crack Ho's...

The fourth rule. Prepare for the worst. Because if shit don't go according to plan, which it won't, and drama starts popping off, which it will, you better be down for the get down, homeboy...

This is the Los Angeles Police Department. Who am I speaking with?

...we're working on it as we speak. But you have to understand -

High above the Los Angeles basin. So high, the city spreads out below us like the Thomas Guide. CAMERA PUSHES DOWN ON the VAPOR LIGHTS that line endless boulevards. On the horizon, dawn approaches. A TITLE reads, "2400 times a year. 44 times a week. 9 times a day. Every 48 minutes, a bank is robbed here... This is the real bank-robbery capital of the world..." Only a few vehicles out this time of day. COME IN ON one of them -- A BRINKS ARMORED TRUCK. It winds the barren streets. TITLE reads, "Los Angeles".

Four Brinks employees inside. Two up front -- DRIVER, driving, and MESSENGER, riding shotgun. The HOPPER and the SWAMPER in back. Nextel radios perched atop their shoulders. Sidearms issued to all. An AR-15 CARBINE slotted up front. Nobody talks. Too early for that. The Driver struggles to keep his eyes open. He starts to nod off, when the truck swerves. Messenger hits his arm. Driver's eyes snap back open. CONTINUED:The Armored Truck pulls into a parking lot. Messenger and Swamper hop out. Driver and Hopper remain in the vehicle.

A TITLE reads, "Gardena. 5:14 am". The only sound heard is that of the TRUCK'S ENGINE IDLING. ARMORED TRUCK'S POV -- Messenger and Swamper order, pay the KOREAN GUY behind the counter inside. ON DRIVER -- staring blankly ahead. Messenger and Swamper exit, coffees and boxes of donuts in hand. Quiet still. Driver's hand reaches for the "unlock" button. ON MESSENGER -- 10 feet from the Armored, hands full. Another morning, another donut run. Same as every other day. Almost. SOUNDS approach. ENGINES. Driver's hand pauses just above the unlock button.CONTINUED: ON MESSENGER -- hand about to crush his piping hot coffee.ON DRIVER -- looking up at Outlaw#1 AIMING AN HK-416 RIGHT AT HIM through the "bulletproof" window. God does he hope it is.Driver hesitates, quivering, foot an inch above the gas pedal.ON MESSENGER -- hand shaking violently, when he involuntarily CRUSHES THE CUP OF COFFEE. The steaming hot liquid SPILLS ALL OVER HIS HAND and leg. HE SCREAMS IN PAIN and makes an untimely flinching motion-- BOOM. Outlaw#2 doesn't hesitate. Messenger's shoulder and neck are blown apart. He drops. Donuts spill. Swamper horrors.CONTINUED: (2) GUNSHOTS are fired from within the Armored -- Hopper. Outlaw#1 tosses in a FLASHBANG. A BLAST of LIGHT and SOUND.Outlaw Driver slips through the windshield into the cab. Hits "unlock", PUSHES OUT THE BODY OF THE DRIVER. Outlaws#2 and #3 rush the rear of the Armored, RIP OPEN THE REAR DOORS. SMOKE BILLOWS out of the Armored. Inside, Hopper's ears bleed. He chokes violently. Outlaw#1 hops in the Armored passenger seat. Outlaw Driver throws the Armored into gear. As Outlaw#2 drags Hopper out onto the pavement, 3 GARDENA PD CRUISERS squeal to a halt in the middle of the street, 50 meters back. Doors swing open. UNIFORMED GARDENA COPS OPEN FIRE WITH THEIR .9MM SIDEARMS. The rounds ping off of the Armored and pavement. OUTLAW#2 SPINS TOWARD THE COPS, DROPS TO A SEATED-FIRING POSITION, AND OPENS FIRE. Outlaw#3 drops his shotgun, presents his .45, and UNLOADS HIS CLIP. Their HK rounds are deadly accurate, ripping thru the Gardena PD Cruiser's doors, DROPPING 1 COP. Outgunned, the cops ball up for cover, don't return fire.Outlaw#2 and #3 sprint for the SUV while the Cop's gunfire is suppressed. Suddenly, 3, 4 SHERIFF'S DEPT CROWN VICS RESPOND ONTO THE SCENE, tires smoking as they brake to stops. COPS JUMP OUT WITH AR-15 CARBINES, OPEN FIRE ON THE SUSPECTS.The high-velocity rounds ricochet and TEAR INTO THE SUV. OUTLAW#3 IS HIT IN THE GROIN AND NECK AS HE TRIES TO JUMP INTO THE SUV. He drops, scream drowned out by gunfire.Outlaw#2 takes cover, desperate to reload, then returns fire. A BLIZZARD OF ZIPPING LEAD FILLS THE DAWN AIR.CONTINUED: (3) If something isn't done fast, they'll never get out of here. So Outlaw#1 flips his HK 416 onto "full-auto", hops out of the Armored, WALKS DIRECTLY AT THE COPS, AND OPENS FIRE.

DOORS FLY OPEN AND MEN EMERGE -- 1 from the front SUV and 2 from the rear, their bodies covered in black BDUs and KEVLAR BODY ARMOR, GAS MASKS COVERING FACES. THEY LEVEL SHOTGUNS and HK ASSAULT RIFLES at the Brinks guys. These OUTLAWS move in a precise military like fashion, covering fields of fire.

ON MESSENGER -- literally frozen in indecision. Tension racking his body, HIS HAND GRIPS HIS JUMBO COFFEE TOO TIGHT. His eyes go to the SIDEARM on his belt. Albeit unfortunate, occasions like these do fit within the particulars of his job description. He's supposed to do something here. But can't.

ON DRIVER -- fumbling with his nextel, frantic, can't get the words out fast enough -

Hits a 911 BEACON in the dash, then suddenly can't speak anymore as a monster of a man, OUTLAW#1, RUSHES HIM, JUMPS ONTO THE HOOD of the Armored.

ON OUTLAWS#2 and #3 -- rushing Messenger and Swamper, barrels aimed right at their heads.

FORWARD. OUTLAW#1 LURCHES FORWARD FROM IMPACT, spills onto the Armored's roof. He grabs for anything to hold on to.

ON OUTLAW DRIVER -- in the front SUV, trying in vain to peel off. The Armored is too powerful.

ON OUTLAW#1 -- pulls himself back onto the hood. Gains balance. AIMS THE HK INTO THE WINDSHIELD AND UNLOADS. The high-pitched rounds are deafening. THE WINDSHIELD AND DRIVER ARE OBLITERATED.

ON OUTLAW#2 -- bringing the butt of his shotgun across Swamper's jaw. Swamper collapses.

OUTLAW DRIVER hops out of the SUV with a SLEDGEHAMMER. He jumps onto the Armored's hood and SWINGS IT INTO THE ARMORED TRUCK'S WINDSHIELD, CAVING THE WINDSHIELD IN.

THE CROWN VIC WINDSHIELDS AND HOODS. SHELL-CASINGS bounce off the street at his feet. A FEW ROUNDS THUMP INTO HIS BODY ARMOR, EXPELLING THE AIR FROM HIS LUNGS. Clip done, he drops it out, rips a fresh clip off his torso, pops it in, and repeats. All in one fluid motion. Empties the next clip.

Outlaw#1 turns, runs back in the Armored. Outlaw#2 TOSSES SMOKE GRENADES INTO THE STREET, clouds the Cops visual, cloaking their exfil, jumps into the SUV. BOTH THE ARMORED AND SUV PEEL AWAY FROM THE SCENE.

Outlaw#1 rips off his gas mask.This is RAY MERRIMEN, 38, and clearly the leader. His muscular neck and ferocious demeanor belie great intelligence that can be seen in those hard, icy blue eyes. He's very, very dangerous, yes. But not wild. Calculating. He keys a Nextel "push-to-talk" phone:Merrimen looks out the window, SCANS THE SKIES ABOVE.Merrimen speaks into a MIC protruding from beneath the kevlar.

Why didn't we know about the chase cars? How did the call get through-

Get back over there, see who responded. Probably LASD. They'll supercede Gardena... If it's Major Crimes, we got a problem.

You want 1.2 in bait bills? Spend the rest of your life looking over your shoulder? Or do you want 20? Clean....

All the surrounding streets are wired for sound and image. They read the license plate off of every car that passes by. It's case proof. You stand across the street and stare at the building for 2 minutes, you'll have security guards on your ass asking you politely to leave. They see your face again, every Secret Service agent in the country will know who you are, and they'll be looking for you.

There have been 113 attempts to break in. Not one got past the lobby...

At any one time, there's anywhere from 50 to 85 billion dollars housed in there...

72,000 bills are counted an hour. And in the 100 dollar banknote count room, an average of 120 million dollars is designated as unfit, every day.

...then you just got away with 120 million dollars that no one's looking for.

...there was a rolling blackout in this quadrant 4 days ago. It's been happening all summer. They say they've got full backup power, but actually, they don't. They go into a "brownout", where they start prioritizing the grid, and the priority is on the vault. All security measures in there stay intact.

But anything else that sucks a lot of power, like motion in the hallways and out rooms, and the banknote shredders in the count rooms, shut down. They rely on the mantraps and the manual locks for security. To time this during another rolling blackout is going to be impossible. So we have to simulate it.

Once we've breached the count room, that will take care of everything but the cameras. They're unaffected by the brownout. They run on their own batteries. The solve is, the room's lit by a bay of fluorescents. When one of the tubes gets punctured, it causes all of them to flicker. Because the cameras run at 30 frames, that flicker, the wavelength of it, ruins the image. Can't see fuck all.

You don't have to worry about that. Just trust me when I say it's solid.

Know your enemy. Major Crimes, LASD... Keep an eye out, constantly alter your routine, don't do any stupid shit.

Don't appreciate you poppin' off, bro. And stop perving on our women.

...Friday. Confirm with him it's on. Make sure he's on the line...

I know you already triggered the silent alarms. So I want you to pick up the phone, call into Parker, and explain the following. Within 1 hour, they have to deliver 10 million dollars in unmarked, small denomination bills to this bank, inside a Department helicopter, topped off with fuel. And supply us with a pilot...

Explain we have hostages, and will kill one every hour, until our demands are met. We will also kill a hostage for every cop car that comes within sight of here.

Further explain that if they even attempt to have a negotiator contact us, we will automatically kill another hostage. Is that clear?

I'm going to put it on speaker. You're going to answer. Don't use any names. Understand?

...if we do this, I bring in my crimeys. And as far as they're concerned, this is my job. Not yours. Just the way it has to be.

The Armored and SUV barrel down the early morning streets at 80+ mph. THE SUV BAILS OUT ONTO A SIDE-STREET. The Armored hits a hard right, ENTERS A TUNNEL.

The SUV rolls to a quiet stop in a RESIDENTIAL NEIGHBORHOOD. OUTLAW#2 QUICKLY WIPES DOWN THE INTERIOR OF THE SUV WITH WINDEX AND BABY-WIPES. POURS GASOLINE on the dash, steering wheel and seats. Walks away from the SUV. He peels out a CAR-KEY TAPED TO HIS CHEST, quietly sticks it into the door of a nondescript TOYOTA MINIVAN parked there. Hops in and drives off, unnoticed. In the distance, SIRENS can be heard.

The ROAR OF THE ARMORED'S ENGINE REVERBERATES throughout the tunnel as they tear away from the scene, desperate to evade the response. Merrimen's head is on a swivel clocking the streets. IN THE ARMORED -- they ROUND A CURVE in the tunnel. 95 mph. The tunnel empties back onto the city streets.

BOSCO sits in a vast warehouse OFFICE, in front of a laptop. READS THEIR "SIGNATURE" ON THE DATONG SYSTEM THAT DISPLAYS A LIVE MAP-GRID FEED OF THE STREETS, ALL COP CARS AND THEIR EXACT LOCATION DISPLAYED. Bosco keys a radio, guides them through the gauntlet of responding cops.

Sure we shouldn't just call it the day? That's alot of money right there.

Outlaw Driver follows Bosco's directions. THEY STOP IN AN ALLEY, KILL THE LIGHTS, AS A CLOSE CALL WHIZZES PAST THEM. TENSION. THEY DRIVE THE LAST FEW BLOCKS TO THE SAFETY OF...

A sea of BUSINESS PARKS, industrial warehouses, refineries, tank-farms all divided by pot-holed streets. The VINCENT THOMAS BRIDGE looms overhead. A coyote scurries as the Armored approaches. It backs into one of the warehouses.

Outlaw#2 and a TONGAN CARGO HARD shut the warehouse sliding doors. The Toyota Minivan already parked inside. Outlaw#2 hits several numbers on a SECURITY KEYPAD, securing the building. Beep-beeping SOUND as the Armored reverses in and parks. "Pacific Horizon Freight" is written on the warehouse wall. A few SAMOAN AND TONGAN DOCKWORKERS man the vast warehouse, home to a 3PL, "Third Party Logistics", shipping-freight biz. The Outlaws are exhausted. No one speaks as they strip off kevlar, gas masks, body armor, the mood tense. Around them: stacks of empty pallets, shrink-wrapped freight, forklifts, high-tech security equipment, radios, stripped cars, gas cans, pvc piping, highway flares, a weight bench... Fluorescents buzz 28ft overhead, giving us our FIRST CLEAN GLIMPSE OF THIS ARMED ROBBERY CREW: Seen before, MERRIMEN, the leader. Outlaw#2 pulls off his gear, revealing ENSON LEVOUX. Fierce, fat, big, Samoan. With corn-rows. Merrimen's "lieutenant". Their laptop Datong navigator, BO "BOSCO" OSTROMAN, 42. A barrel-chested whiteboy from Huntington. "PEN1" ink beside some faded military tat on his thick arms. Lastly, the Outlaw Driver, DONNIE ALISON, 33, edgy white guy, quiet-type, which are usually the most dangerous, just not in this case. They don't come much more intimidating than this. Everyone wears SURGICAL GLOVES when handling the Armored.Enson slips beneath the truck's underbelly, sweeps the entire chassis and engine with a FREQUENCY SCANNER.CONTINUED: Donnie stands over a garbage can and PUKES. He looks at his hands -- still shaking with adrenaline.Merrimen's eyes burn into Bosco. Finally:All heads turn to Enson. No one usually speaks when Merrimen is this hot, because it just doesn't happen.Merrimen doesn't respond. Then to Bosco:Bosco pulls on a hoodie, grabs a DIGITAL CAMERA, and leaves. Merrimen and Donnie turn their attention to the Armored Truck. Bulletholes riddle it's sides. Donnie shuts off the engine. Merrimen runs his hands over the bulletholes:Donnie nods. Merrimen circles the truck, inspecting it thoroughly. He stops behind the rear doors. Pops open the latches, and swings open the doors. Inside... NOTHING. It's empty. CONTINUED: (2)Merrimen looks over the truck one last time. Nods:His words hang in the air. HOLD ON HIM. TITLE reads, "Merrimen".

Impossible. Forget once we're inside. And getting out...How the hell do we get in?

So here's whassup, brah. For the past 15 years, my little girl's safety and protection, has been my responsibility, and my responsibility alone. Now, for the first time in her life, I gotta pass the baton. I gotta hand over that responsibility... to you.

Don't fuck up. Or your mother will weep her eyes out, every day the rest of your life, when she has to feed you, wipe your ass, and push you around in your wheelchair.

...keep your index finger out of the triggerwell until you have to shoot someone. When we get out of the truck, thumb the safety down once here,

...for 3-round burst. If shit gets hairy and one of us tells you to go full-auto, thumb it down once more, squeeze the trigger and hold 'til you run dry.

Tug it, make sure it's in nice and good. Hit this bolt release and you're ready for round 2. Otherwise, aim at the floor.

- Follow our lead! Don't call anybody by their name! Somebody makes a move, shoot them! You fuck up, I shoot you.

CLOSE ON a PAIR OF EYES. They're open really wide. And the pupils dilated. Black saucers. PULL BACK to reveal "BIG NICK" FLANAGAN, 41, white, cock-strong muscles, the kind that come from genetics, not from doing a lot of reps on Cybex machines at Bally's. He's sporting a Rolex, a bit of bling, couple tats, got a shaved head a bushy ZZ-TOP style goatee, and the bad skin that accompanies too many cycles of 'roids. Nick dumps Visine in his eyes while driving. Fast. Zips through LA's South Bay streets by braille, doesn't bother even peeking at the road ahead. All windows are down. He breathes into his hand, checks his breath. Fumbles around his glovebox for gum. Finds some, pops it in his mouth. He's doing a decent job pulling himself together, despite the fact that he looks like he's spent the last week on the dark side. Nick dials down the radio as he turns onto a working-class suburban residential street. Kills the lights and engine before coasting quietly into a driveway, parks.

Nick takes his boots off, walks barefoot up to his house, a single-story "modern" built in the 50's, typical of suburban SoCal. Yet with nouveau upgrades -- fountains, marble columns frame the front door, plexi-hoop court in back, and lots of gangster'd-out land yachts parked on the lawn.

The jangle of keys. But they don't work. Nick tries in vain to open the back pantry door. Opts to jimmy open a window instead, crawls and squeezes his way through it. His clothes catch and tear on something. He silently curses himself. Tip-toes into the kitchen. It's quiet and dark. Only a few night-lights on. The house is home to a family, as kids' toys and baby stuff is scattered throughout. CONTINUED: Nick gingerly opens the fridge, bends down to see what's on the menu when a CRASHING SOUND shatters the quiet. He cringes, squeezes his eyes shut. Then peeks down -- a HANDGUN lies at his feet, fell out of his waistband. He carefully picks it up, sets it on the counter with wallet and keys. Listens in the house. All remains quiet. Phew. He grabs a water, gulps it down while checking his cell. He erases all "recent calls", when he freezes. Gets a weird feeling someone's there. Turns his head, and gasps. A WOMAN SITS IN THE NEARBY DARK, WATCHING HIM. Nick clutches his chest, sighs in relief.His wife, DEBBIE, late 30s, once hot and sweet, now jaded and sleep-deprived, sits with her legs and arms crossed, and her hair-extensions balled up in a clip.Nick starts to get nervous, scrambles.Debbie imitates him, repeats his line while grinding her jaw and bouncing it back and forth just like him. Exactly like him.Nick slumps back, sighs deeply, playing the victim.CONTINUED: (2)Nick throws his hands up, at a loss.Debbie stands, fed up, walks up to him. She holds her cell to his face. A TEXT MESSAGE is up on the screen.Nick sees the text he sent. To his wife. At 5am. Whoops. Nick doesn't respond. He shifts, now crawling out of his skin, can't come up with a story fast enough.Debbie shakes her head in disgust. Tears pool in her eyes.Debbie walks off in tears, disappears into the bedrooms. Nick buries his face in his hands, rubs his temples. Take a deep, long, stressed breath. Shakes his head at himself. He notices 2 PACKED SUITCASES by the front door. Hears commotion in the bedrooms. His kids' voices. Debbie is waking them up.Debbie ushers their 2 daughters, McKENNA, 7, CASSADY, 3, out the door. The girls are still half-asleep, teary and confused by what's going on. Deb scoops Cassady up into her arms.CONTINUED: (3) Nick tries to cut her off at the door, whispering to her. But Deb can't get them out of there fast enough.Debbie just blows right over any acknowledgement of what's actually going down. She's moving out, and taking the kids with her. And there's nothing else to say about it.The situation is such that, Nick doesn't know what the hell to say, or do. All he knows is, it sucks.McKenna and Nick reach to hug one another, but Debbie grabs McKenna's hand and whisks her right out the door.Nope. Into the car they go, despite her daughter's protests. Debbie situates the girls in the car seats, then turns back to the house to grab her bags. Nick walks beside her, tries to conceal from his girls the fact that he's about to rip their mother's head off.CONTINUED: (4) Debbie doesn't bother keeping her voice down. As if she wants her daughters to know her reality.Nick snaps an internal gasket. His face turns so red, it's almost blue. But somehow, he keeps a lid on it. Debbie grabs her bags, rushes back to the car. Nick paces in circles. He goes to his wife just before she gets into the car, reaches for her, pleading with her:Debbie explodes with pent up pain, and unleashes on her husband. She punches and claws at him like a banshee. Nick just back-pedals and tries to evade her onslaught.Debbie screams, hysterical. Tears and upset stream down her face. As she jumps behind the wheel, both McKenna and Cassady start balling. A marriage disintegrates, right before our eyes.The car's tires chirp as Debbie throws it in reverse, then she punches it, and Nick's family disappears down the street. Nick stands there in his driveway, unmoving, staring into space, feeling like the world's biggest asshole. Looks around his property, eyes glazed over, like it's an alien planet. One of the neighbors, an OLD MAN IN A TRACKSUIT, comes out his front door and mad-dogs Nick. Surely does not appreciate, nor approve of, the baby mama drama. Nick waves to him: CONTINUED: (5)As Nick slowly walks back inside, a TITLE reads, "Big Nick".

Jesus Christ, babe, scared the shit out of me! I might've shot you. Can't do that.

The phone? I don't know how to work this fucking thing, you know that -

"Work"? A surveillance? Robbing drug dealers? You smell like a stripper.

...it's OK honey, we're going to Auntie's house. Daddy has to do some work to the house and it'll be too loud for you guys.

I can't come right now sweetheart, but I'll see you a little later, OK? Come here-

Oh that's nice, drop f-bombs in front of my daughters. Good fathering.

I got enough toxins in me to turn the Gaza Strip into a gay pride parade.

Oh, and like you Mormons have been drinking Frescas and green tea and doing wheat grass shots all month. Please... I got 48 hours. That's an eternity.

How you feeling there, champ? Not to good? Want a medic? I'll make you a deal. You tell me the names of all the bad guys that got away, and I'll get you a medic.

They knew the route. Picked it because it's right next to the Municipal airport, knew the restricted air space meant no ghetto bird air support. Smart... Talk to Brinks? How much they get away with?

I can't deal with this retard factory right now. Can one of you handle it?

All right... Witnesses? Donut shop guy? Any video surveillance? Talk to DOT?

That's a really nice suit you got there. Where'd you pick that up?

This piece of shit? Na, this is garbage. Look at you. That thing's tits. You must pull all kinds of ass sportin' that.

I'm sorry to hear that... What're you doing here anyway? No legal tender was stolen. It isn't federal.

And how did they know about a transfer from a casino to the Fed, and one that wasn't scheduled through the regular carriers. How?

But where? Brinks carrier? The casino? BofA? The Fed? Fuckin' donut shop? Who?

Armored cars? And empty ones? Maybe... whoever it is, heists are an addiction. They're thrill bandits, they don't do it for the money. They do it for the rush. The sound of gunfire. The getaway. All of it... Soon enough, they'll need their fix.

We still got a tail on that FNG his crew was hanging with? That Alison kid?

There're some shady cats in here. This is the last place I'd think they'd be.

I'm just fucking with you, bubba! You pissed in your pants. I had one of the girls clean you up. All good.

What did you say to the cop who pulled you over? What reason did you give?

I like him. His pecker's no bigger than a button on a fur coat, sad to see, but I like him. Me gusta!

Let me ask you this. Do we look like the types who'll arrest you, put on handcuffs?

...and book you down at the station, and type up paperwork, and build our case, and put on a suit for court...

No. Exactly. Thank you. We just shoot you. So tell me, what the fuck are you doing in that crew? I mean, look at you dude. Those dudes are bad dudes. Ex military, great thieves, but straight convicts.... What's Merrimen doing drinking beers with you for? Talk shop? Is he gonna hit the fuckin' Hofbrau, and you're his inside guy?

Take the place down, score like, what, 2 grand in 1s and 5s? Is that what's afoot? I'll answer that for you. No. It isn't.

Now listen to me, fuck face. We don't give a shit about you. But rest assured, she will bite your pecker clean off, because she can't fuckin' stand whiteboys, and nothing would make her happier... unless you rat for us, you will be missing an appendage. You decide.

That was relatively convincing. Good stuff... When did you meet him?

Don't worry about it. You just keep doing your thing. We'll see you around.

Bro. You can't make me laugh mid-set. Just frickin' spot me next time.

Honorably discharged in 2000. Laguna Niguel job was in '05. Sent up in '06 to USP Victorville SHU. Released from Terminal Island in Feb '11. October '11 Bicycle Club Casino gets hit. March '12 the stadium show. Now Brinks...

Look the way they move, how they reload. How fast. You don't learn that in PE.

Follow me here. By '01 they're both out. In '03, we had the City National tunneling job in Hollywood. Sophisticated. Skill set. Someone with access. Unsolved. '04, the Dunbar Armored Car depot job. Blew the depot vault with shape charges. Sophisticated. Skill set. Someone with access. Unsolved. '05 in Laguna Niquel, the same. Only Merrimen gets unlucky with the tail-light. Goes to prison til '11. During that time, how many highly sophisticated, skilled, well executed heists do we have?

The counter guy at the donut shop? Witness to it all. They left him. Why? Because they shoot uniforms, not unarmed civilians. Exactly what they were trained to do...

We nail this crew, we solve half these cases... These are our guys. The Crew.

Delivering Chinese to the Fed? My left nut that's part of his route. They're casing it from the inside. Go back. Besides cash, what else did they lift from the Casino and rave?

- or, not. Maybe they took the cash to disguise the fact that they were really there for something else. Then they take down an armored car that's empty?! Come on. Remember what Donnie said. "They're trading up." They're going big.

The Fed is the Olympics, and Merrimen's fuckin' Carl Lewis. I'm telling you... Fraulein's holding out on us. He knows.

Number 55. That's how I remember you. We wore the same number, bro. 55, right?

I went to South Torrance. We played you twice. Remember all those fat-ass Samoans you had? They're big, but man, lazy motherfuckers. Slow-twitch muscle fibers. No explosiveness. All that Spam, I guess... We crushed you guys.

...if you were to ever touch my girls, or say, talk to them? Or even look at them? That ah...you know. I go boom boom. Know what I'm saying? But that's self evident, right? No reason to have that in writing.

It's all good buddy! Come here, give me a hug. We'll save a fortune in therapy.

When you're hittin' it from behind, and you're wondering what that thing is on her ass? That's a tattoo. Of my name. Just a heads up.

Tranquillo. They're not gonna off you when they know there's heat...When's the party?

Call in, tell them we are on scene, have suspects under surveillance, and to back the fuck off!!!

You heard the demands, you stupid motherfucker! You put a fucking negotiator on?!!!

You know what this whole thing is? ...It's a decoy... It's a fucking decoy.

We'll take north south streets, Fig and Grand. You take east west, 6th and 8th.

Be advised, they're wearing full body armor. No center mass shots. Aim for limbs and vitals only.

So they were gonna make fucking snow globes? Like, 10,000 of them?

Nick plops down on the couch. He feels the fresh scratches and welts on his face, pulls out his cell phone, checks the now infamous text. His eyes slowly look around at his kids toys, at the photo on the wall of he and Debbie all dolled-up on some beach in the islands. And his body goes numb. Nick sits there like that, alone, for a long, painful moment. Then his cell vibrates. And vibrates. Finally, he checks it. Squints his eyes at the number. Answers.Nick listens, doesn't at all like what he's hearing from the other end. Then he hangs up. Nick shuts his eyes, and sighs, deep and long...

A BLACKED-OUT, LIFTED FORD F-150 TRUCK flies into a red zone, parks. Big Nick hops out, pulls on a Blazer, slides on a pair of Von Zipper shades, pops a stick of gum in his mouth, and saunters toward a CRIME SCENE. At Randy's donut shop. Slips underneath sawhorses and yellow "police line, do not cross" tape. He's stopped by a hyper-vigilant GARDENA COP.Nick stops dead. Glares at the young copper. Flashes a SHERIFF'S DEPARTMENT BADGE in his face. BIG NICK IS A COP.It's cool? Nick just shakes his head.CONTINUED:Nick has sobered himself up and shaken off the morning's drama, almost on command. Comes from practice. Get the sense here that yes, he's a hard-charging wild-man. But he's a hard- charger at everything he does. Which in his line of work, means he's good. Very. Nick surveys the hectic scene: ambulances, shell-casings everywhere, EMTs, the trashed SUV, BODIES OF THE DRIVER AND MESSENGER lying on the ground in unnatural positions... He walks up to a GROUP OF MEN surrounding Outlaw#3, who lies on the asphalt in a pool of his own blood.All the guys in the group nod and mumble monosyllabic greetings in unison, annoyed they are up this early.These are THE REGULATORS. Big Nick's crew. LOS ANGELES SHERIFF DEPARTMENT'S METRO ROBBERY-HOMICIDE detail. A sub- division within the department that operates with impunity. A gang with badges. They've got their own tattoos, hand signs, everything. It's a very, very fine line that separates these guys from the gangsters they take down. "Dragnet" they are not. Meet them: GUS HENDRIX, 33, an OG from Long Beach who always smells good and dresses incredibly well. But beneath the gorgeous suit is an aggressive, genetic freak who long ago mastered the art of intimidation on the mean streets of South Los. MURPHY "MURPH" CONNORS, 48, the salty dog here. A big, pock- marked Irishman from Oxnard sporting sweats, and a silk shirt with a Roman Emperor theme. He's terrified of the water and has never surfed a day in his life, despite the fact that he grew up across the street from the beach. He stuck to sports that are played indoors, like boxing, which explains the angle of his nose, and drinking, which explains his hangover. BENNY "BORRACHO" MEGALLON, 40, a no-bullshit veterano from East Los who has a serious drinking problem, gambling problem, women problem...Name the vice. CONTINUED: (2) And "TONY Z" ZAPATA, 38, an irreverent, dry-witted pussy- hound from the Valley who's good looks and better humor belie a driven, tough, focused cop. Outlaw#3 moans slightly. He's still alive, barely. His face is drained of almost all color, the gaping wound in his groin having bled out profusely.Nick lifts his sunglasses. They see his banged up face.Nick looks at them. They're staring at him, munching on donuts. CONTINUED: (3)A BLOOD-STAINED DONUT BOX lies near the fallen Messenger. Nick reaches for it, finds a glazed, inhales it.Nick bends down to get a closer look of him.Nick glances over at the dead bodies of the Brinks men, looks back to Outlaw#3, checks his pulse. He's still alive. Barely. An EMT hurries toward them to assist. Nick and the others share a look. THEY WAVE OFF THE EMT.Murph subtly blocks the EMT's way.Gus crouches beside the body, blocking his view. The EMT gets the picture. He slowly backs away, leaves.

You mean the guy with the black body armor, machine-gun and gas mask?

Better start downing the Kombucha and pom- juice, big man, we gotta piss test Friday.

Tried. Not gonna get a goddamn thing. He might bleed out in another minute or two.

Big chest, bro, come on! Power. Power! Get pissed! Come on! Get pissed!

One more you crush strangé pussy tonight. Come on! You're an animal.

In the same company. Both "FAST" Marines. Security, Close Quartered Battle Unit. Saw combat in Kosovo. Levoux also had EOD training. Got this all from the HR desk at 29 Palms.

Was Army, Corps of Engineers. And a comm guy. Impressive career, but didn't serve together. Was the wood rep at Victorville when Merrimen was there. I'm sure that's where they hooked up.

They were en route to a BofA pick up for a Fed drop...There was nothing in the truck.

Nick. You can't take down the Fed. Sorry. Merrimen's no dummy. It's impossible.

It's a cold car. VIN and registration tags are scratched off. License plate is registered to no one. No prints. Nothing.

So you did a stint at County for attempted manslaughter -- fastest speeding ticket in California history. Nice.

You a two striker, hot rod, which puts you in a very awkward position. Does it not? You a mistake away from getting sex in the ass every time you shower. And some of them niggas got gaspumps. Now personally speaking, that just don't sound like that much fun. I don't know, you tell me.

Name's Marshall Rhodes. Gun nut from Oakland. CDC Gang Unit validated him as an associate of The Brand. ATF was looking for him, trying to get him on some inter-state gun trafficking technicality. But more to the point, was stationed at 29 Palms from '88 to '92. Same time Merrimen was there.

I have a suspect with several gunshot wounds, need an ambulance on the corner of MacFarland, and East C street!

Ambushed'em while they were picking up breakfast. Surrounded the truck, Brinks Driver tried to do what he's paid to do. The tungsten rounds went straight through the windshield, took him out. They took off with the truck. Gardena PD lost them under Hawthorne Municipal.

One of the Brinks cats said the Messenger went for his gun, and that's when it popped off.

Ran prints through CAL ID. Got a match on the dead guy at Randy's.

Coming up on suspects' 4 o'clock! Move on suspects from their rear!

100 meters down the boulevard, a safe distance away, a nondescript Mazda pulls to the curb, Bosco at the wheel. Bosco looks thru a DIGITAL NIKON CAMERA, zooms in on the donut shop. The motor-drive whirs as HE DOCUMENTS THE CRIME SCENE, then disappears back into morning traffic. ON BIG NICK AND THE REGULATORS -- Nick picks up a spent shell- casing, inspects it, impressed.CONTINUED:Murph lightly kicks Outlaw#3. No response. He bends down, checks his pulse. Nothing. He shuts Outlaw#3's eyes.A Crown Vic pulls up, and 3 MEN step out. Nice new haircuts, bad suits, freshly shaven. THE FEDS, LA BANK SQUAD. A collective grunt and sigh from our boys.Gus and The Regulators nod, leave the scene as "LOBBIN' BOB" GOLIGHTLY approaches. Fed, 45, stick up his ass. Not a hair out of place on his head, not a stone left unturned in his cases. A cowboy's, like Nick, worst nightmare.CONTINUED: (2)No response. Nick imitates a forehand swing. Nick looks Bob up and down, gives him a thumbs up.These two are just oil and water.Bob hangs on his words.CONTINUED: (3)Nick walks into Randy's to buy donuts.

Not at Canali. Can't afford it. Always did wonder how you and your boys do it.

It's too early for your circus. I don't like you, or how you handle -

We haven't tracked down a Helo quite yet. And right now, they're telling me, we only have about 6 million in petty cash.

Title reads, "LASD, Major Crimes Unit. Whittier." The REGULATORS huddle around their desks, which are covered in a maelstrom of take-out and "CRIME BOOKS" -- THICK 3-RING BINDER NOTEBOOKS, each one dedicated to another crime crew. A "ROGUE'S GALLERY" of SUSPECT SURVEILLANCE PHOTOS cover the walls. Nick holds court, while eating his donuts:Nick taps a suspect "photo" tacked to the wall that has no photograph, only THE OUTLINE OF A MAN'S HEAD WITH A BIG QUESTION MARK IN THE MIDDLE -- "The Head".CONTINUED:Tony Z nods. Yes, they do.

One of those joints you walk into and say, "if you put this in a movie, nobody would believe it existed." David Lynch on peyote couldn't dream up this place. But here it is... "THE HOFBRAU". An old Mexican cowboy, contrabandista haunt that's been bought by a German family and is in the process of being transformed into a biergarten. It's cavernous, with dark, red-lit booths in the corners. Two mannequins are featured in the foyer, the "man" dressed like a gun-slinging mariachi, the "woman" like a Bavarian St.Pauli girl. And the clientele is every bit as eclectic as the decor -- the place is crawling with OFF-DUTY COPS, parolees, convicts, cholos with Raider jerseys, HIGH-END CROOKS. They come here to keep an ear to the street, plot out scores, and get very loaded. COME IN ON the BARTENDER. IT'S DONNIE, from Merrimen's crew. Whether they be regulars, or here for the second time, the customers marvel at DONNIE'S SAVANT-LIKE ABILITY TO KNOW THEIR ORDER AND THEIR NAME. And he gets it right every time. A Brazilian soccer match plays on a satellite-fed TV, watched by an old drunk, WOLFGANG, languishing at the bar. Wolfgang holds up a finger. Donnie serves him a Beck's, when Wolfgang aggressively grabs onto Donnie's arm:Wolfgang raises his eyebrows, lifts his Beck's proudly.There's a fundamental sadness that informs every aspect of Donnie's being. He's handsome, witty and sharp, but he's definitely experienced failure. He's now too old to hope, yet too young to have resigned himself to his station in life. Donnie turns to some regulars at the bar -- a group of cool, blue-collar guys that make everybody laugh. There's MACK, black, wearing a VERIZON uniform. BAS, 41, Armenian, wearing a blue "Waste Management" jumpsuit. CONTINUED: As is ALEXI, 33, a Brazilian with cauliflower ears and a stoned, infectious smile.Donnie cracks a beer for himself. They all toast:A man whistles at Donnie from behind the bar. The bar's owner, "ZIGGY" ZERHUSEN, 68. Ziggy's a striking looking man -- tall, lanky limbs of a former athlete, full head of gray hair, deep-set eyes, tanned skin, mouthful of chicklets- shaped teeth. And one of those tempers that comes from surviving the hard years... Ziggy motions impatiently for Donnie to cut it off.A grumbling chorus of "see you later Donnie" as patrons leave -- the guys, uniformed cops, some shady OGs, Wolfgang. Wolfgang left something on the bar -- an ID TAG. Donnie sees that Wolfgang is gone. He SLIPS THE ID TAG INTO HIS POCKET. Donnie approaches the end of the bar where one last patron sits. He scoops up the $10 bill left there.Fraulein? Donnie looks up -- the generous tipper is BIG NICK.CONTINUED: (2) Donnie doesn't really want to talk to this joker. Was kind of looking forward to cleaning up and just going home, but...Nick notices a small SIGN behind the bar that reads, "Loose lips sink ships", and a TEAM PHOTO of a SOCCER TEAM.Nick finishes his beer, sets it on the bar, heads out.Donnie eyes the big bald dude as he walks out. What was that all about? He grabs Nick's beer, throws it away.

If it vasn't for the Vinter of '44, they'd be trinking Beck's in Moscow.

How the hell you remember everybody's order like that? I can't even remember what year I was born.

It's always been one of those places where everybody goes, you know? Neutral grounds. "Rick's" in Casablanca.

Put a few drinks in a man, a nice steak on his plate, couple women walking around...he'll tell you he shot Kennedy.

...I tell you, somebody, if zey ver smart, vould rob the place during von of zese blackouts. It vould vork.

Um...it's all right. I'm sorry. You might have me confused with somebody else. I-

I really think you're mistaking me for someone. I have to be honest -

I'm just the driver. Don't carry a gun, don't do any gangster shit. I just drive -

I have-no-fucking-clue. He's barely ever spoken to me. They don't tell me shit, and for exactly this reason. If cops come down on us, he wants everyone in the dark, so we can't tell you guys anything. I'll take a polygraph, whatever, but I'm telling you, that's all you'll ever get from me, cause that's all I know.

...few months ago, this guy came in the bar a few times, and, you know, I got to know him a little bit. Like everybody else, once he had a couple drinks, he started talking...

...I've got a '72 Z28. 454 with a supercharger. I cruise up to Willow Springs every couple months and open it up a bit.

Little bit. Ran Formula Atlantic for a few seasons back in the day...

Cool place... Didn't know you could have this much land around here.

Drive away like a 16 year old trying to pass her first driver's license test?

He's planning something. Big. What, I have no idea... I'm out of the loop. They never speak. Any of them. They're always quiet.

I'm not a cop. I swear to you...he came to me he knows who you are but I didn't tell him a thing I swear to fuckin' God. It was a while ago, right when we first hooked up. He sweated me, haven't seen him since, thought he'd leave me alone.

Nothing. I didn't know back then anyway. If we have to call it off, I get it.

What the fuck was that all about?! You "spotted me at the gym"?!

...one of the guys didn't come into work. They had me doing all the deliveries.

I thought I signed in with what's his name? The guy on the last shift.

That's our rally point. Ditching the truck there. They'll get there any minute, if they're not already.

...You put a few drinks in a man, a nice steak on his plate, a couple of women walking around...It all comes out.

If you guys are looking to get into something, I got a score that's ripe.

Hey, Al with Brinks again. I forgot to schedule a drop for Bank of America. What do you have open today?

Check. Appointment's 2:45. Got 2 minutes. And that Chinese better be some cold ass food. They ordered an hour ago, over.

Donnie walks toward a primer-grey '72 Z28 parked there. Quiet and desolate at this hour. His footsteps echo in the cavernous structure. Comes to his car, pulls out his keys, unlocks it. A sense of dread washes over him. But he doesn't know why. Looks around the garage. Few parked cars. But there's no one around. He hops in his car. Shuts the door. Hand-cranks the window down, turns over the ignition. The sublime throaty roar of the supercharged V8 454 rumbles to life. CONTINUED: He feathers the throttle a couple times, warming up the engine. In the way that he handles the vehicle, the trained eye will recognize, Donnie knows how to drive. As he drops the transmission into reverse, A PAIR OF HEADLIGHTS appear behind him. Donnie looks to his rearview -- A TRUCK HAS PULLED UP RIGHT BEHIND HIM, BLOCKING HIM IN. The truck's BRIGHTS are on. Footsteps. Donnie tenses, looks back. A man approaches.Donnie squints his eyes. It's the dude from the bar. BIG NICK.Next thing he knows, a BOLT OF ELECTRICITY is bouncing in his face. Then it zaps him. Donnie convulses violently, then a fist clips his jaw. His body goes limp, head collapses into the dash. BLACK SCREEN. A TITLE reads, "Donnie."

EYES flutter. Slowly open. Donnie awakens. Looks around -- he's in a bedroom. A motel bedroom. Shitty one. Stained sheets. Naked bulb overhead. Donnie's lying on the bed. There's nobody in the room. He has no clue where he is. He feels the sheets. They're wet. He sits up. HE'S NAKED.He scrambles around, desperately searching for his clothes. A SOUND. A TOILET FLUSHING. Followed by some giggles. His eyes go to a bathroom door. Sounds came from in there. The door swings open. Big Nick and a BLOND WOMAN stumble out. He's zipping up his pants. She's wiping her mouth and nose. Donnie FREEZES.CONTINUED: Donnie covers his privates.Big Nick and the Blond open a door to another room, exit. Donnie quickly moves for the bathroom. His clothes hang over the tub. Puts them on. A big yellow ring is stained on his pants. They're damp still. He cringes. He looks to see if Nick is near. No one. He quickly opens the bathroom window. Tries to climb out. BARS. Blocking the way. He searches for another way out. Windows over the bed. He pulls back the curtains. BARS AGAIN.The only way out is through the door Nick went through. SOUNDS. More giggles from the other room. His heart pounds. He rubs his eyes, takes a deep breath. Trying to get a grip.

Donnie peeks his head in the seedy motel living room. His eyes widen slightly. The Regulators. All of them. Engaged in activities unbecoming of an officer -- drinking, smoking, and whatever else. Gus, Tony Z, and Borracho are counting money. Murph cracks open and inspects what looks to be a brick of coke. A few gold- plated handguns are piled on the table. Looks like they robbed a drug dealer. What Donnie finds particularly interesting is the fact that they all have BADGES hanging from their necks. A Barry White groove drifts in from another room. From which a few TRICKS come and go.Donnie hesitates. Gus pulls out a chair for him.CONTINUED: Donnie sits. Murph plops a huge chrome-plated SIG .45 on the table, kicks his feet up.Donnie gets a glimpse outside. Sees a parking lot and neon signs. He's in a motel. That much he knows.Nick sits down, amused with himself. Raises his eyebrows.Donnie can't even respond. Big Nick slaps his shoulder. Hard.The Bad Lieutenants cackle. A wave of relief washes over him. CONTINUED: (2)Nick throws an 8X10 SURVEILLANCE PHOTO in front of Donnie. Donnie looks -- IT'S HIM. NEXT TO MERRIMEN ON A CITY STREET.They all react -- "oohh, damn nigga, puta madre".Big Nick cracks up. They all do.CONTINUED: (3)Nick rolls up his sleeve, shows Donnie a TAT BLASTED ONTO HIS FOREARM. It's of a skull with a toothy grimace, and glowing eyes. A bandana is wrapped around the forehead, the word "Regulator" stitched into it. One bony hand clasps a smoking revolver, the other a "dead man's hand" -- ace and an eight.Nick looks to Donnie for conformation. Donnie shakes his head.CONTINUED: (4)Nick shuts his eyes, takes a deep breath, sighs. He's thinking.A black hooker saunters in. CHAMINADE -- straight up ho. Red pumps. Huge, sloppy fake rack. Big hair. Gnarly.Chaminade runs her 5" LONG FINGERNAILS through Donnie's hair. Starts to unzip Donnie's pants, pull them down to his ankles.She smiles at Donnie. Donnie almost faints when he sees, SHE'S GOT A MOUTHFUL OF FUCKED UP, DECAYING, CHIPPED TEETH.She starts giving Donnie a blow job. She moans as her head bobs up and down. Donnie cringes, starts gasping.Nick mouths "shhh." CONTINUED: (5)She's really going at it now. The woman's a pro. Suddenly, DONNIE SCREAMS. Chaminade has bitten down on him. Her fingernails dig into his skin.She bites harder. He howls in pain. His face contorts. Excruciating. Nick sticks his thick finger in Donnie's nostril, yanks his head forward. His beer-breath bathes Donnie.Donnie nods over and over. His face is beet red.Chaminade eyes Nick. Nick nods. She unclamps her mouth from Donnie. Donnie buckles forward, shaking, moaning in relief. He nervously pulls up his pants. She heads for the door, saunters out, swishing her ass back and forth.CONTINUED: (6)Nick taps his fingers on the table. Glares at Donnie.Donnie rubs his eyes. Is this real?Donnie gets it. There's no choice, really.

I get shot at last week at a narc bust, now this? I am so over this undercover nonsense. You boys can keep it.

Yeah yeah. You tell my husband, he'll file for divorce. And I'll beat your ass!

Donnie tending bar. Bosco's there, putting down the Cuba Libres.Bosco sips his Cuba Libre, looks around. He leans forward.Bosco writes something down on a napkin, slides it to Donnie.

Not sure. Bosco was his handle. Big white dude. Yoked up, arms are sleeved. He talked about being in the military for some time. Worked for the DWP. We hit it off because we both grew up in So Cal. Liked cars.

He asked me if I was interested in making a little extra cash. Said they had a job for me, "a cherry that was ripe for picking".

Some restaurant way east off the 10. All he told me was he might have some extra work. Kept everything real low-key. Struck me as a very meticulous, sharp guy. He was feeling me out, putting together a crew. He had just gotten out, from what I understood.

Merrimen sits in a booth overlooking the 10. Bosco stands there.CONTINUED: Merrimen glances over at Donnie, who waits nervously 30 feet away. Merrimen finally nods at Bosco. Bosco waves Donnie over, introduces them. They shake hands. Donnie sits across from Merrimen. Merrimen glances at Bosco. Bosco takes the cue, leaving them alone.Merrimen and Donnie converse quietly.

Willy Lump Lump sits before us, smoking the same cig he was when we first met him.A title reads, "Feb. 9, 2011. Federal Correctional Institute, Terminal Island."Footsteps and the jangle of keys approach. Merrimen stands with his back to the cell door, hands behind his back in the cell-door portal. FCI CORRECTIONS OFFICERS come to the door.CONTINUED: The cell-door portal slides open. The Cops reach in and handcuff Merrimen. Cuffed, Merrimen steps away from the door.Willy Lump Lump stretches out, rests his feet on Merrimen's now empty cot. Tilts his head back, savoring the extra space.He ain't lying. The FCI Cops laugh, grab Merrimen by the arm, lead him out. Merrimen pauses at the cell door, looks to Willy:Willy meets Merrimen's gaze, raises his eyebrows:Merrimen nods, then grins at his friend.Willy laughs out loud. The cell door shuts, locks Willy inside. Merrimen peers through the door. He and Willie share a final moment. Then Merrimen is led back to freedom. STAY ON WILLY, now alone in his cell, smoking his cig. He exhales, long and slow...He stamps out his cig, lies on his cot, and shuts his eyes.

Merrimen buttons up his prison-issued flannel, ties his prison-issued "Bruce Lee" shoes. Gathers his few belongings -- books, drawings, letters -- into a shoe-box.

And the door to the cell is buzzed open. The FCI Cop enters, picks up Merrimen's shoe-box of belongings.

Title reads, "San Pedro, California." CONTINUED: Merrimen is buzzed out of the prison's front gate. He steps outside into the hazy sun, a free man. Standing there in the parking lot waiting for him, is his old lady. HOLLY. 30, white, stripper hot. She leans against the Suburban, bubbling over with nervous excitement. She's dressed provocatively, her tits on display. Merrimen walks toward her like he's crossing a minefield. He squints his eyes, the sunlight painful. Holly tears up as they meet, and embrace. It's a touching, albeit awkward moment. Because it never lives up to promise. She kisses him, looks him over. His skin is so white, it looks grey.They both know he looks like shit. He's hesitant, distant, uncomfortable. But he manages a smile.

Holly drives. Merrimen rides along, staring out the window at the passing cars, streets, people, a mixture of fascination and fear in his eyes. Holly's iPhone vibrates, startling him. He looks at the device suspiciously.Holly giggles, thrilled that he spoke.She holds it up for him to see. He nods, looks back out the window. Squints his eyes again.She scrambles for some, doesn't have any. Upset with herself for forgetting. She takes her's off. CONTINUED:She turns up the radio a bit. 90's rock. Jane's Addiction. They drive on in silence. Then something grabs Merrimen's attention. A bank. Merrimen stills. Goosebumps run down his arms. His eyes lock onto it as they drive past...

Carson. Near the Port of LA. Tidy, lower-middle class neighborhoods, home to longshoremen, mechanics, and gangsters. Power-lines crisscross overhead. GOODYEAR BLIMP floats nearby. Bosco's Chevy K5 pulls up to a cul-de-sac. Donnie rides shotgun. They park before a remodeled home on a double-lot, with tiki-torches out front. The garage is open. Inside, Merrimen, Enson and his SAMOAN MAFIA BROTHERS work out in the GARAGE DOJO, doing prison burpees and popping heavy bags. Posters of Bruce Lee, Ali, Sonny Garcia, BJ Penn, and Manny Pacquiao cover the walls. Bosco and Donnie walk up. The reception is cool. The wolfpack nods to Bosco, eyeballs Donnie. As is their custom.Bosco nods, knows the drill. They're gonna put Donnie on ice, sniff him out a while. Donnie follows Bosco thru the garage.

Big yard with a pool, fire pit, open grill and sport court. ENSON'S 5 "hapa" KIDS, ages 3 to 15, hop in and out of the pool, dive-bomb the water slide, gun footballs. His Filipino wife, MALIA, smokes with Merrimen's woman, Holly, and 2 other ATTRACTIVE DANCERS who sun themselves poolside in thongs. Meat sizzles on the grill. And man we recognize as Outlaw#3, MARSHALL RHODES, 44, tends to it. CONTINUED: He has bags under his eyes, a dark energy. He serves Bosco and Donnie some brats. Few other CONVICTS loiter around, project general threat. Merrimen, Enson and his Bros finish their workout, join the rest out back. Merrimen helps himself to a big bloody steak, sits near Donnie. Eats. As do the Samoans. Nobody says much. The vibe makes Donnie sweat. He busies himself with his food. Every once in a while, Enson or Marshall will say something quietly to Merrimen. Enson's oldest, a precocious 15 year old girl, MALOA, sits at the edge of the pool, lightly splashing her feet in the water. She's looking at Donnie. Donnie and she make brief eye contact. She smiles, alluring beyond her years. Donnie immediately averts his eyes. Enson approaches Donnie, offers him a Primo. He takes it. Enson sits with he and Merrimen. Donnie shifts again. Notices that while they offered him beer, he's the only one drinking it. Merrimen, Enson, they all drink water.Donnie looks around the place, nods.

Merrimen, Enson and Donnie walk up to a Saleen Mustang parked there. Merrimen looks to Enson, who hands him the keys. Merrimen unlocks the doors and the alarm chirps.Merrimen nods, tosses Donnie the keys. Before Donnie gets in, he kneels down to the wheels, and LETS AIR OUT OF EACH TIRE.

Merrimen rides shotgun. Donnie pulls out into the wide, empty unincorporated streets lined with pumpjack oil wells. Drives the speed limit. CONTINUED:Donnie glances at Merrimen. Merrimen looks back at him.Donnie "zwischen gas" downshifts into second, then squeezes the throttle. The Saleen's 400 hps roar. Donnie goes into turns at 100+ mph, hitting apexs, heel-toe downshifting, trailing the brakes. Donnie can drive. Donnie hits a blind turn too fast. The car begins to oversteer. Merrimen holds on tight, braces. Donnie turns into it and guns it, pulls out of the drift expertly. Merrimen tries to play it cool, but he's shitting bricks. Donnie slows, slips it into neutral, lets the engine cool and car coast as the brakes, clutch, and tires steam. Merrimen turns to Donnie, looks at him much differently now.Donnie slips it into gear. Drives easy.Donnie's ego swells. Feels good. This outlaw life.

Donnie waits behind the wheel of a SUBURBAN, parked in a dock, engine idling, nervously tapping the dash. Few vans and work trucks in the subterranean garage. Muffled SOUNDS OF LIVE ELECTRONICA MUSIC and the audience's cheers can be heard.

Donnie's eyes are locked on the rear-view mirror and the LOADING DOCK AREA behind him. Finally, MEN emerge rolling MONEY TUBS (plexi-glass boxes of cash on wheels), lift them into the back of the Suburban. Merrimen's crew jumps in. Donnie takes off.

The crew unloads the tubs, handling them with surgical gloves. Spread out on tables in organized rows, Enson catalogues the crew's "ROBBERY KIT" -- assault rifles, black ski-masks with smiley faces, gas-masks, body armor, police scanners, stopwatches, several sets of California license plates, zip-ties, flares, spray-on hair coloring, hairpieces, 30 sunglasses, and 3,000 rounds of ammo in various calibers... Merrimen inspects the goods -- DEPOSIT SLIPS FOR THE "FEDERAL RESERVE BANK, LOS ANGELES BRANCH."Merrimen nods, looks at Donnie who paces, amped from the rush.Donnie meets Merrimen's gaze, unsure. Then he nods. Yes it does. Bosco looks into the tub. STACK AFTER STACK OF BUNDLED $100 DOLLAR NOTES. He sighs:CONTINUED:

BACK TO THE PRESENT. Donnie sits with Nick.Nick just stares at Donnie.Donnie pauses, unsure, doesn't understand -So Donnie stands, and walks out.

Donnie looks around. By the looks of the denizens lurking around this joint, he's deep in the 'hood somewhere. He heads out onto the street, spots Tony Z and Gus sharing a laugh with Chaminade by her car. Only now, Chaminade is no longer Chaminade. CHAMINADE IS A COP. She pulls the "toothless" mouthpiece out of her mouth, then bitches and moans at her colleagues.CONTINUED:Tony Z and Gus fold over with laughter. They all say good- night as Chaminade drives off and heads home. Donnie's been had. Feels like an ass.

Donnie walks to the corner of La Brea and Venice blvd. He gets his bearings, waits at a RTD BUS-STOP. The BUS arrives. Door opens. Head low, Donnie gets on the bus. And rides it home.

Donnie dumps some take-out on a plate, eats, then remembers something. Searches his pockets. Finds WOLFGANG'S DISCARDED ID CARD, from the bar. He opens a shoebox FILLED WITH DOZENS OF SIMILAR IDS. Drops Wolfgang's card inside. Shuts the box. Place is rather spartan. Yet some curious items lie about: laptop. Binoculars. A tripod. Camera equipment. Passports. Tony Robbins, other "personal power" and "Self Made Millionaire" books and DVDs. And a dense MANUAL that reads on front, "HOLZWERK GMACH". He looks out the window, over the low rooftops of LA, the sea of vapor lights, power lines, telephone poles. Somewhere in the distance, SIRENS wail, and DOGS bark. He collapses in bed, feels the swelling on his head. Donnie shuts his eyes. Tries to block out the world.

A CELL PHONE VIBRATES. Donnie's eyes snap open. Hasn't moved since last night, wears the same clothes. He answers, groggy:CONTINUED: Click. End of conversation. Donnie sits up. He rubs his face, then stands and claps his hands together.

Merrimen drives, pulls up to Donnie. Donnie jumps in, shotgun. Bosco and Enson in back. They ride off in silence through the LA streets. Donnie wants to ask where they're going, but doesn't dare. He tries to settle in. Merrimen reaches forward, TURNS UP THE STEREO. He turns right. Drives the speed limit. Flips down the sun visors. They come to a stop at a traffic light. Merrimen turns up the stereo even louder. Over the music:THEY ALL LOOK. On the corner is a BROWN MARBLE, 3 STORY BUILDING. No windows. Nondescript, yet imposing.Light turns green. Merrimen drives, rounds the Fed and the entire city block it subsumes.Merrimen lets this sink in, parks a safe distance from the Fed, down the street. Turns off the radio. They all study THE FED. CONTINUED:

A SINGLE, UNINTERRUPTED FLOATING POV guides us toward the FRONT DOORS -- 20' high, with 3" thick bulletproof glass.CAMERA TRAVELS through the massive front doors, into...

As you approach the front, cameras lock onto you, and their computers immediately run you through every law enforcement database in the country. If you've committed a crime anywhere in this country, they'll know about it by the time you take step one into the lobby.

The lobby guards sit behind a bank of monitors that cover the exterior. If their cameras don't recognize you, and they don't either, you'll be stopped right there. Security has two steps. First electronic, then human. All employees have both security clearance cards they wear clipped to their front shirt pocket, as well as security swipe cards granting them access through the first set of the man-traps...

In the first man-trap, a hand scan reads the fingerprint of all five fingers, as well as your palm print...

And at the same time, the pressure sensitive floor beneath you measures your weight. If any of that information isn't an exact match with the information stored on your access card, the second door will not open.

And if either of these guards didn't recognize you, they can override your security clearance and keep you locked inside the mantrap.

On the vault floor is central security - the nerve center for The Fed. Inside the final man-trap, you pass through a metal detector, and once you've cleared, all doors from this point on can only be opened after visual recognition from the guards, as access is severely restricted.

This is where it all happens, where the armored car companies deliver their scheduled drops. The money tubs carry anywhere from 3 to 30 million each, depending upon denomination. They're passed onto the Fed employees who always work in two's -- the "buddy system", which ensures no one will grift, because if one dollar goes missing, they both lose their jobs.

The tubs are brought to the vault's loading bay, where they're touched for the last time by human hands.

The vault is entirely people-less. Mechanized forklifts transport the tubs into the vault and store them with the other 5 to 6 thousand that have been deposited by banks from all over Southern California. Billions in deposited cash.

Every last inch of it covered by cameras, infra-red sensors, motion detectors. 24 hours a day, 7 days a week, 365 days a year... Because money never sleeps.

The serial number of every bill in the vault is recorded in the Fed's system. If a note goes missing, they'll know exactly which one it is, and they'll flag it. If and when that bill turns up again, whoever recirculated that cash, no matter where they are in the world, can be tracked down.

But, there's a hitch. When the Fed receives a deposit from a bank, the first thing they do is bring the notes into the count rooms, and run the notes through their counting machines. They're accomplishing two things here. One, they're double-checking the accuracy of the banks' deposit, and if the bank was off, they will credit or debit their account accordingly.

And two, they're separating newer, fit bills from old, unfit currency. Bills so old and limp, you get an argument from the towel-head at 7-11 because he won't accept it... But most importantly, they're erasing the serial numbers of these old bills from the Fed's database in the process.

Once those numbers are erased, to the Fed, and to the rest of the world, that money has ceased to exist.

Between 4 and 5pm, everyday, when they're done counting all the incoming bills, the money is shot into the shredders, where the 120 mil is destroyed.

The shredded money is funneled into a vat, where it's mixed with cement, dried into bricks and dumped in the trash. 120 million turned into dust in minutes.

It's then picked up by the Fed's contracted waste management, and hauled to a city dump.

If you can get in there during that 1 hour window, and get to those unfit bills before they go to the shredders, and get out clean...

Built like a fortress. 10' thick marble walls give the impression of stability. 40' ceilings. 2 ARMED SECRET SERVICE GUARDS, behind a marble SECURITY STATION, greet us.The Guards press UNLOCK, opening the first MAN-TRAP -- a DOUBLE-DOOR BULLETPROOF GLASS CHAMBER. ENTER MAN-TRAP #1.

The door behind automatically locks, sealing us inside. A HAND reaches into frame and SWIPES A SECURITY CARD through a card reader. Then the hand places itself on a FLAT GLASS SURFACE. A laser can be seen "reading" the hand. CONTINUED:POV pans down. A pair of feet stand on a BLACK, SQUARE TILE.POV pans back up. The red light above turns to GREEN. The glass door before us opens with a buzzing SOUND.

SECRET SERVICE GUARDS #3 and #4 sit inside a bulletproof office. They wave "hello" to us.The guard opens the ELEVATOR DOORS. POV CAMERA moves inside.

No floor indicator buttons in this elevator. Nothing but steel walls and a camera high up in the corner. The elevator goes down. The doors open.

POV moves into a second man-trap station. The card swipes, opening the first door. Into the man-trap. Door shuts behind us. Ahead, the SECURITY NERVE CENTER is seen -- CONTINUED: 5 SECRET SERVICE GUARDS sit before a bay of 25 SECURITY SCREENS. MAPS of the surrounding streets lie on a central table. AR-15s and RIOT SHOTGUNS are lined across the walls. Move forward inside the man-trap through a METAL DETECTOR.The final man-trap door buzzes open. POV moves into...

The vault. CAMERAS loom overhead. The Guards wave to us as the POV moves down a long hallway. What is most striking about this cavernous, vast space, is that ALL THE WALLS ARE MADE OF PLEXIGLASS, rendering every room "see-thru". POV passes by the ARMORED CAR RECEIVING AND SHIPPING DOCK, where ARMORED CAR PERSONNEL deliver CLEAR MONEY TUBS filled with cash to FED EMPLOYEES, always working in TEAMS OF TWO.The Fed employees roll the tubs through a series of man- traps, PUNCHING IN CODES at each station, GREEN LIGHTS flashing in response, opening finally into the hallway. The tubs are rolled up to the VAULT LOADING BAY.At the bay, the tubs are inserted into a MECHANIZED TURNSTILE, that feeds the tubs to ROBOTIC FORKLIFTS. These forklifts transport the tubs into the PEOPLE-LESS VAULT. CONTINUED:POV MOVES IN on the VAULT. A massive, CAVERNOUS SPACE lined by imposing steel walls. The money tubs are staked 20 high, reaching to the ceiling 50' above. Literal MOUNTAINS OF MONEY. It's an astonishing sight -- an army of robotic forklifts, ever-moving, filling the air with a constant ELECTRONIC HUM.POV swings away from the vault, back down the hallway...The BANKNOTE COUNT ROOMS -- 6 of them, TWO MAN TEAMS inside, FEEDING NOTES INTO HUGE BANKNOTE COUNTING MACHINES. Notice something we've seen before -- engraved in small print along the side of the counting-machine are the words, "HOLZWERK GMACH".SOME NOTES ARE DIVIDED FROM THE REST, spit out into a CLEAR TUBE. CONTINUED: (2)POV follows the last TWO MAN TEAM as they walk down the hallway, munching on CHINESE TAKE-OUT. They are LUIGI, 30, black dude with chops, and JUNIOR, 28, a Salvadorean who's always laughing. They approach the 100 DOLLAR BANKNOTE COUNT ROOM.They punch in a code, get a green light, and the man-trap opens. POV follows them into the...

The man-trap door seals shut behind them. Luigi and Junior crank Power 106, rap along to every track DJ Big Boy plays, while feeding 100 dollar notes into the counting machine. POV COMES IN TIGHT ON BILLS AS THEY ARE RIFLED THROUGH THE INNARDS OF THIS AMAZING MACHINE.POV FOLLOWS THE UNFIT BILLS AS THEY ARE SEPARATED from the rest, and stacked neatly inside a CLEAR TUBE.

IS RIPPING. WE WATCH AS MILLIONS ARE SHREDDED IN SECONDS. The shredded cash is spit out into a second 3 FOOT WIDE CLEAR TUBE that runs into the floor. POV JUMPS IN the tube and is SUCKED DOWNWARD with the cash into-

A VAT, where a ROTATING MIXING ARM stirs the shredded cash with WET CEMENT.The "liquid cash" is squeezed into an OVEN, where it is MOLDED INTO SQUARE BRIQUETTES, HEATED, WRAPPED AND SEALED IN CELLOPHANE, and spit out into a DUMPSTER.POV floats past the dumpster to a HULKING ORANGE GARBAGE TRUCK that pulls up. A GARBAGE MAN STEPS FROM THE TRUCK -- BAS. He lowers the lifting arms, hooks the dumpster, then dumps the contents into the belly of the truck. Bas hops in the truck, and drives up a circular exit ramp. POV CHASES after the trash truck, and follows it...

Up and out of the Fed's exit. The Garbage Truck turns left onto the one-way street and pulls away from us.POV moves across the street, BETWEEN PASSING CARS, until it finds Merrimen parked there. CAMERA COMES IN ON HIM, sitting behind the wheel. THE SINGLE TRACKING SHOT COMES TO AN END.Donnie, Bosco, and Enson eye the Fed, and the herculean task. CONTINUED:Enson motions to the front entrance to the Fed.Merrimen pulls back out into traffic, passes the front of the Fed. Points to a SECOND ENTRANCE on the western side, that a BRINKS ARMORED TRUCK PULLS UP TO. 2 Fed Guards stop the truck at a heavily fortified gate.All heads turn to the Armored Truck waiting at the gate. And it dawns on them... Merrimen lets the reality of what they're about to attempt sink in. They drive on in silence.

CLOSE ON a BEET RED FACE -- Big Nick's. Eyes bulging, cheeks bursting with air, exhaling in spurts. Tony Z spots Nick on a free-weight bench in the office's makeshift gym. Nick struggles with his last reps.Nick's arms shake, gives everything to squeeze out the rep.Nick busts up laughing. The bar collapses down on him. Practically crushes his sternum. Tony Z pulls up the bar.CONTINUED: They look up, Borracho stands there. They hurry into the office, hungry for details. Borracho and Gus huddle at their desks, work the phones, on the case.Borracho pulls out the crime book on Merrimen, sets it on Nick's desk. Nick flips thru Merrimen's "timeline":Borracho pulls out the UNSOLVED OPEN CASES CRIME BOOK with the question mark "head" on front. Nick looks thru it.Tony Z refers to the file on Enson they're building.CONTINUED: (2)Borracho plays the "DEPARTMENT OF TRAFFIC: CRENSHAW BLVD 3200 BLK" VIDEO from the morning of the Brinks heist. It's POV is from apprx. 75 meters down street. It plays on a WALL MONITOR -- Merrimen and his crew can be seen firing on the cops.CONTINUED: (3)The rest aren't so convinced, but warming up to the idea.

Nick, Tony Z and Gus hustle out to their cars, when a man in a suit approaches Nick. Nick eyes him warily, doesn't recognize him. His hand starts reaching for his weapon.Nick stops, looks at him, furrows his brow, immediately suspicious. The man is OPPOSING COUNSEL, 50s. Nice watch. Briefcase. Out of shape. Looks like a lawyer. Which he is. He tries to hand Nick some DOCUMENTS. Nick glares at him, braces himself as if they're about to scrap.Nick stares at the documents like they're radioactive.Nick reluctantly takes the DIVORCE PAPERS. The Opposing Counsel wisely gets the hell out of there. Nick glances at the cover page, which reads "Los Angeles Superior Court. Marriage of, Petitioner: Debra Flanagan, Respondent: Nicolas Flanagan..." Nick stands there in stupefied shock. Doesn't move. Tony Z and Gus walk over to him, concerned, perplexed. CONTINUED:Nick vapor locks. Has never been so humiliated.Nick swallows, tries to mask it, but he's choked up.Tony Z doesn't know what to say. Neither does Gus.Gus looks to Tony Z, motions to give Nick his space.Nick nods, lets them go.Fat from it, but Tony Z and Gus aren't going to baby the man. None of them would have it. They get into their cars, drive off. Nick gets into his, fires up the ignition, but doesn't go anywhere. He sits behind the wheel, engine idling, and stares ahead at nothing...

The whole crew is here, surrounding POWER GRID SCHEMATICS. Written on the lower left corner of the schematics--"1200 9th Street. The Federal Reserve Bank, Los Angeles Branch."CONTINUED:Bosco thinks it over. Can't make a promise here that you can't keep. He nods.Merrimen pauses a second. Doesn't like being questioned.CONTINUED: (2) Merrimen nods. Refers to ENLARGEMENTS OF THE PHOTOS BOSCO TOOK OF THE REGULATORS at the donut shop crime scene.They all look to one another, then get to it.

A 70's Chinese restaurant. Red booths, lobsters suffocating in murky tanks, god-awful banquet lighting. Donnie's at the bar talking with the owner, a 50 year old Chinese woman who doesn't take any shit, COU-CHI.That's pretty much it. Donnie nods "okay".

...yu pay own gas. I pay yu twee dolla po delibewee. An yu keep tip. Yu stat Wendday. Eleben o'clock...

Donnie winds through the unincorporated industrial city of Vernon, FOLLOWING AN ORANGE WASTE MANAGEMENT TRUCK. He keeps a loose tail, TAKES NOTE of the surrounding areas, WRITING DOWN the names of every street, notating every turn.

Bas controls a series of levers at the side of the truck. The entire LOAD OF TRASH dumps out onto the ground. Finished, he hops in the truck, drives off. A figure scurries through the sea of grazed garbage. Donnie. He digs through the fresh pile of refuse. The wretched smell makes him gag. Finds what he's looking for. The CELLOPHANE- WRAPPED BRICKS OF SHREDDED CASH.

Merrimen pops a fresh clip into his Sig Sauer, presents his weapon down range. Fires rounds. Steady, rhythmic shots. Bosco is in the adjacent lane position, shooting rounds. Merrimen empties his clip. As he reloads, out of the corner of his eye, he notices a man enter, set up in the lane position one to his left. Merrimen glances over. CONTINUED: It's Nick. Loading clips. Into a Glock. Merrimen stiffens. Nick looks up, makes brief eye contact with him. Merrimen looks down range, then grins to himself. He and Nick both start firing. Trying to one up the other with each shot. Merrimen stops after 5 rounds. Nick keeps going. 15, clip's done. As Nick reloads, the range falls quiet for a moment. The quiet is shattered as Merrimen tears off rapid-fire rounds. Empties the clip, drops it out, pops in fresh one, and fires. BAMM BAMM BAMM BAMM. So fast it sounds like he's got it on full auto. Clip done, drops it, pops it, fires. Rinse and repeat. He burns through 4 clips in 14 seconds. Nick doesn't move. No one else in the range does. Merrimen packs up his guns and ammo, gives Bosco a look, and they leave. STAY ON NICK -- watching Merrimen go. He can't help himself. Goes to Merrimen's lane position, toggles the target lever, and slowly the target motors back to him. Target returns, comes to a stop. Nick checks it. Only 4 or 5 mark the bull's-eye. But 40 to 50 struck center mass. Merrimen can shoot. Nick nods to himself. Sighs deeply, then returns to his lane.

Enson and his family finish a service, spill out onto the surrounding streets with hundreds of other parishioners. Enson impatiently tries to gather his family to the car, his kids running around all over.Maloa bristles, cuts her conversation off. Enson gives her a glare, which his kids know all too well. She quickly falls back in line with the family. As the SUV slowly rolls out, Enson mad-dogs Rolando. Rolando leans back in his seat, throws his arm out the window, and gives Enson an arrogant nod. Enson stands there, eyes locked onto the SUV, and grinds his jaw. A voice startles him. CONTINUED:Enson turns. It's Gus. With his wife and kids, all dressed in Sunday's best. They don't know each other. But they do.Enson nods, checks Gus out. Plays it cool.Gus waves to him, heads off with his family. Enson furrows his brow, puts on his sunglasses, then goes to his who wait by his truck. As Enson hits "unlock", he glares at Maloa.Maloa's eyes water and her face goes red. She's in a fury fueled by young love.Maloa jumps into the back of the car and slams her door shut, tries to stop the tears that cascade from her adolescent eyes. Malia looks to her husband, he to her, as they get in.Malia raises her eyebrows and sighs, long and deep. CONTINUED: (2)Enson turns to his wife, furrows his brow.That stung. Enson broods, doesn't like that at all. Turns over the engine, then grows quiet. Because he knows it's true...

RED SUV. A deep hip-hop bass rumbles from within the hood ride. She talks to it's passenger, ROLANDO, 17. Good-looking, tough, cocky, Blood gangster. A father's worst nightmare. Enson squints his eyes, barks:

Dad, no! I already told mom, he's like the most popular guy in 12th grade. And he's all-CIF in football. He's going to 'SC!

Same vantage point of The Fed. Merrimen and Enson are parked down-street, look through BINOCS. Enson keys a TWO-WAY RADIO. The SOUNDS of RADIO-SPEAK come through clearly. IT'S THE FED'S SECURITY CHANNEL. THEY'RE TAPPED IN.

Beneath the streets, Bosco, in DWP GEAR, is at work on an entanglement of wires and power lines.

The slightest flicker in the bay of lights overhead. Followed by a series of lights lighting up on the control board. SECRET SERVICE GUARDS #1 AND #2, JOHNNY and CAM, quickly run a series of checks on the security control board.ON MERRIMEN AND ENSON -- the voices of the Fed's security guards come in over the two-way: CONTINUED:Merrimen and Enson share a look. Enson speaks into the nextel:ON BOSCO -- hurriedly undoes all of his equipment, then claps his hands together.

We've gone brown. Lock all man-traps manually, over... Roger that. Exterior cameras are up. Count rooms on stand- by.

We're brown again! Gotta shut down. Pull'em out of the count rooms!

You gotta let go of the talk button. You're steppin' on the line!

No. Check the 100 count please. Motion went off. Switch to line 5.

QUICK CUTS of DONNIE ON THE JOB, DELIVERING "DIN TAI FUNG" CHINESE to several different OFFICE-BUILDINGS. PULL BACK to REVEAL BIG NICK, surveilling Donnie from afar.

MACK is spliced into the OPEN EXCHANGE BOX, connected to a VERIZON TEST PHONE. He listens in on the conversation:Mack looks down at the LCD DISPLAY. Both the SOURCE and RECEIVING PHONE NUMBERS pop up on the LCD. Mack cuts out of the tapped call. He dials the Fed with the test phone -- BRINKS SOURCE NUMBER READING AS HIS OWN. CONTINUED:Mack pauses for a second, then hangs up. Keys his nextel:

...we have a drop for City National we need to schedule. How's Wednesday at 2?

Donnie walks in, Fed ID CARD clipped to his DIN TAI FUNG shirt pocket, a plastic DIN TAI FUNG TAKE-OUT BAG in each hand. He says hello to Secret Service Guards #1 and #2. They search the bags. Donnie passes through the man-trap, comes out the other end. They hand him the take-out bags.

Donnie enters, steps into a stall, quickly stands on the toilet seat, reaches up, and PUSHES OPEN AN AIRVENT.

Donnie collects cash from Luigi, Junior, an overweight black woman, DORIS, and several other Fed employees who all sit around, bullshitting, digging into the Chinese-food-cartons. Donnie stuffs the cash in his pocket and leaves.

Merrimen, Enson, Bosco, Donnie, and Mack, sit at one of the teppanyaki tables hunched over Kirins and steak. None of them pay much attention to the TEPPANYAKI CHEF'S routine. Holly and some of her GIRLFRIENDS from Chatsworth are there, engaged in their own conversation. Something catches Donnie's eye. He looks past Merrimen, and almost has a seizure. BIG NICK AND THE REGULATORS WALK IN, SIT AT THE SUSHI BAR. Donnie tenses. Drunk SUSHI CHEFS carry-on behind the bar, hollering Japanese obscenities at women who saunter by, play it off as charm. Big Nick gets up, WALKS RIGHT PAST THEIR TABLE. Donnie does his best not to be noticed. Everyone eats quietly. Nick walks back by, sits. Merrimen takes note of the big guy with the goatee. Donnie shifts, when a VOICE calls to him: CONTINUED:Donnie reluctantly looks. Big Nick is staring right at him.Merrimen and the others bristle. Big Nick walks over, reaches to shake Donnie's hand. Really?Donnie's shakes his hand, feigns ignorance.He did, but Merrimen shakes his head.Donnie doesn't know how to respond. Nick checks out the girls. HE AND HOLLY'S EYES MEET. He gives her a thorough undressing. It's not lost on Merrimen.Pause. Merrimen's doing everything he can to keep it cool. The situation could not be more uncomfortable. Donnie tries to bring an end to it. CONTINUED: (2)Nick hovers for a second, then finally shoves off. But he can't help himself. He turns back to Merrimen.Merrimen looks up at Nick for the first time. Just stares at him. Says nothing. But his eyes say everything.Enson simmers. The tension is becoming unbearable. The Cops look over. Nick's pushing it too far. Merrimen stands.Nick gives Merrimen a thumbs-up.Nick takes his seat at the sushi bar. No one knows what to say or do. Instead, they all just eat. Merrimen broods. He and Enson share a look, speak unspoken words. Merrimen's eyes drift to Donnie, who sits hunched over his food, and burn into the back of his head.

Merrimen drives. Donnie rides shotgun. Enson in back right behind Donnie. They drive through vast South Bay industrial streets in silence, past refineries and defense contractors. Donnie stares straight ahead, battling cold waves of fear. Finally turns to Merrimen.No answer. Then Merrimen gently brakes, and turns into a desolate parking lot at the rear of a sprawling, Tudor-style house with well manicured lawns. A sign out front reads, "MCKAY'S SOUTH BAY MORTUARY". Merrimen parks, shuts off the engine. Dread grips Donnie. They sit there in the quiet. The only sound heard is a faint, hollow, furnace-like drone emanating from the mortuary. A rear door to the mortuary opens, and a BESPECTACLED MAN in a dark suit appears, looks in their direction. Merrimen flashes his brights twice. With that, the man subtly nods, and disappears back inside, the door left ajar. Merrimen turns to Donnie, looks at him. Donnie's mind reels.Merrimen just stares at him, finally looks away, nodding. Merrimen remains calm and collected. Yet he exudes, as always, an energy of unpredictable lethality.Donnie sighs, shakes his head. Musters up the courage to look back at Merrimen.Long pause. Merrimen grinds his jaw, debates.

Merrimen walks toward the rear door of the mortuary. Donnie reluctantly follows. Enson trails Donnie a few feet behind. Merrimen stops just before the door, faces Donnie. The source of the sound reveals itself -- behind the door, is a CREMATORIUM. It's furnace burns eerily hot. Donnie starts to tremble with fear.Donnie begins to visibly shake. Pulls his shirt off, his pants down. Stands there in his underwear like an asshole. Enson rifles through his clothes. Looks in his underwear. Finds nothing. Tells Donnie to put his clothes back on. Donnie pulls on his jeans, when Enson buries a fist deep into Donnie's unsuspecting gut. Donnie collapses to the ground, gasping. Enson kicks him several times. Donnie balls up. Enson stops. Merrimen yanks Donnie to his knees.Donnie does as told. Merrimen jams a Sig-Sauer down his throat. Donnie's eyes water. His chest heaves. His eyes plead.CONTINUED: Donnie shakes his head vigorously. Merrimen pulls out the gun. Donnie gulps in air, quivering violently.Merrimen stares at Donnie for what seems like an eternity, deciding. He finally sticks the gun back in his waistband. Merrimen wraps on the mortuary door once, then he and Enson start walking back toward the truck.Donnie meets Merrimen's gaze, and nods.

Nick drives slowly past the upscale homes of Rolling Hills Estates, searching for something. Spots DEBBIE'S CAR parked in front of a Mediterranean McMansion, along with a few others. Landscape lighting is on. Looks like a party is underway. Nick parks a ways down the block, eyeballs the house. Gets out, walks toward it. He's pretty buzzed. Slight chance a neighbor will call the cops on him. This is not his hood.

Nick lets himself in. About 6 kids, ages 3-13, are going apeshit in the living area, all refereed poorly by an overworked Salvadoran nanny. Nick's daughters are amongst them. Cassady sees her dad and gasps with joy. CONTINUED:She runs to him, grabs onto his leg:Just around the corner in the chef's kitchen, the adults' enjoying a red wine dinner stiffen, as they recognize the voice. Debbie is there, on a double-date with her older sister SANDEE, South African pro golfer-type brother-in-law RUUD, and her "DATE", one of Ruud's boys. Debbie cranes her neck to see into the entryway, when she almost faints. Her jaw drops as she mouths, "oh my God." And then he appears. History's most uninvited guest. A position that, at least in this instance, he relishes. Nick stands in the middle of the kitchen, nodding hello to them all. He sways a bit, reeks of saké. Debbie's mouth still hangs agape, she just wants to disappear. They all do. The date looks like he's about to puke.Nick reaches into his blazer, pulls out rolled up paperwork from the small of his back. The divorce docs. Everyone's eyes widen when they realize Nick is packing his Glock. Nick goes to their table, drops the docs down, looks to Ruud:Ruud reluctantly stands, does his best Kofi Annan:As Ruud rests a hand on Nick's shoulder, Nick reflexively swats it away. Hard. His veins bulge, swell with volatility.Ruud swallows, grows nervous, goes to find a pen. Nick looks to Debbie's Date. CONTINUED: (2)Date's lips contort and tremble as he tries to speak, can't. Date starts to back away from the table. Nick holds his hand up and shakes his head. Uh-uh. Date freezes, not going anywhere. Ruud hands Nick a pen. Nick flips thru the docs, starts arbitrarily signing pages.Nick finishes signing the docs. Turns to Date, who looks like he's about to cry, and punches him in the shoulder.Nick hugs the Date, all smiles. Sandee looks to her husband Ruud, her eyes demanding he do something. While Debbie's shock and trepidation have simply turned to disgust.Ruud finally grows a pair, steps to Nick.Nick glares at him, defiant. Ruud holds his ground this time.CONTINUED: (3) Nick stands there a while. Then finally, he turns, walks out. But he can't help it. He barges back in, looks at Date.Satisfied at last, Nick leaves.

Nick, bru, I was gonna call you. Lets you and I go to dinner next week and-

Malia finishes touching up Maloa's make up. Maloa wears her prom dress, about to burst with anticipation. Her siblings run around the house, excitement in the air. Except for dad. Enson paces in the living room like a caged animal. A limo pulls up outside. Rolando gets out, struts up to the house. He's rocking a Beckham-esque mohawk, and a rented tux with old school Air Jordans. Siblings scream out, "he's here!" STAY ON ENSON -- pacing. Maloa and her mom greet Rolando at the door. They exchange greetings and giggle nervously. Rolando looks Maloa up and down, and whistles.Enson gulps in air, then walks over to them. Maloa grows anxious, introduces them:Enson says nothing, just nods, eyeballing the kid. Rolando reaches his hand out to street-shake Enson, but Enson doesn't return the favor, extending his for a proper handshake instead. A bit of an awkward moment as Rolando corrects himself. Enson looks to Maloa and his wife.CONTINUED: Enson walks off. Rolando reluctantly follows. Maloa dies a 1000 deaths as her dad and date disappear into the garage.

As Rolando steps into the garage, he gasps. Standing there, facing him, are Merrimen, Bosco, and Enson's Samoan Mafia brothers. Tatted-up, swoll, and dripping with sweat from their workout. All color suddenly drains from Rolando's face.Enson glares at Rolando, long and hard. Behind him, Merrimen, Bosco, and the Samoan Mafia do the same.Rolando wets himself. He nods emphatically, starts stuttering.Enson pats Rolando on the back.Rolando slowly turns, and walks out. HOLD ON ENSON AND THE BOYS. Enson looks to them, as if to say, "So, how was I?"They all bust up, laugh their asses off.

Nick sits alone at his desk, his eyes gaunt and hollow, studying "MERRIMEN'S CREW" CRIME BOOK, comparing it with the "Unsolved?" crime book. Looks over CRIME SCENE PHOTOS of the "City National Hollywood '03" tunneling job, the "Dunbar Armored Depot '04" vault shape-charge job, etc... He studies DONNIE'S FILE. It's woefully thin -- copies of an IMSA racing license, now infamous moving violations, and a SMALL ARTICLE from the Ventura County Star newspaper detailing local kid Donnie Alison taking second at the 1991 National Spelling Bee competition. A QUOTE from the article claims Donnie has a "near photographic memory."Gus works at his desk, tired and hungry.Nick furrows his brow. Forages through Merrimen's Cali Dept. of Corrections file, discovers that Merrimen's cellie at Terminal Island was none other than WILLIAM "Willy Lump Lump" PUMP, the most prolific bank robber in the history of the state.Gus frowns. Nick brings MERRIMEN'S MUGSHOT up on his computer screen. Merrimen's eyes stare right at Nick. Piercing, intense, direct. Not an ounce of bullshit in those eyes. Yet a ton of menace. Nick meets Merrimen's gaze, and stares back.

Gentlemen's club. The weekday crowd is pretty thin. But the DJ works the mic like it's Saturday night in Vegas. CONTINUED: WE WATCH IN KUBRICKIAN POV as a dancer comes out on stage, grabs the pole, and does her seductive thing. A HAND COMES INTO FRAME, DROPS A $20 ON STAGE. She nears us. IT'S HOLLY. She looks right down at us, starts to strip and writhe. Crawls toward us. Licks her lips then grabs the $20. Thrusts her ass out and stuffs it in her micro-bikini. REVEAL the big-tipper is BIG NICK. He sits stage-side, sunken in his chair, the King of the Jungle. He grins, all lust and vice. His eyes lock onto his prey.

Nick's parked in the lot of a TACO STAND, eating. Murph and Gus are in back, doing the same. Donnie walks up, hops in shotgun. Nick offers him a taco. He declines, launches into Nick:Donnie scoffs, gets out, shuts the door. Looks back.

Merrimen and Enson sit in their warehouse office with HUGO BANDI, 63, Croatian, board-member of the Longshoreman Union, olive oil and Ouzo importer, and "criminal receiver". Which translates to Street as FENCE. Hugo is on his cell, having a CODED CONVERSATION that ping- pongs between Slavic, English and Spanish. Looks to Merrimen:Hugo finishes his conversation, hangs up. Slides 5 ENVELOPES to Merrimen. One for each man.Merrimen nods, looks inside his envelope. The ITINERARY -- "...Ensenada...Mexico City...Havana." Flips open his BRASILIAN PASSPORT. Already stamped with VISAS and CUSTOMS- STAMPS from various countries.Merrimen looks over his "cover" -- BUSINESS CARDS and PAPERWORK support his new Brasilian identity.Merrimen hands Hugo a thick envelope. They shake hands. CONTINUED:

Maersk Sealand, operated by Maersk Line Liberia. You are all cleared on the passenger manifest as crew.

Travel documents, itineraries, which are all different. Everyone takes separate routes after your ride on the supertanker. Groups attract attention. OK?

Passports are stamped with visas, customs, so you don't look like a new traveler. That raises flags...You meet in Havana, where my people will handle the financials. Relax there, buy some girls, and get a tan so you don't look so American.

And no sweats or sneakers or baseball hats. In the rest of the world, only mafiosi dress that way. Suits only...

Merrimen walks past the complex pool, approaches an apartment. He carries a Samsonite suitcase. Unlocks the door, enters.

Moment Merrimen walks in, A WOMAN GASPS. He braces himself, rounds into the living room. Freezes. Holly's there, naked on the couch. She darts into a bedroom. And standing in the middle of the room in all his glory, is Big Nick. He's shirtless, pulls on his jeans. Porn plays on mute on the TV. Nick and Merrimen just stand there, staring at each other. Nicks's eyes go to his GUN, resting on the couch 15 feet away. Merrimen follows his gaze, sees it. He's closer to the gun. And Nick knows it. Their eyes meet again. Nick raises his eyebrows, motions Merrimen to go for it. He doesn't. Merrimen walks past the couch, past Nick, and into the bedroom. Then shuts the door. Nick stands there. Tries to listen in on them. Can't hear anything. He pulls his clothes on, grabs his gun, and leaves.

Holly pulls on underwear. Merrimen watches, then steps toward her, threat in his aspect. Corners her. She cowers.His breathe bathes her. She starts to tremble, terrified.Disgust and jealousy course through him. He fights the urge, forces himself to turn away from her.

Nick drives, a gloating grin plastered on his face. He dials his cell. The other end picks up:Nick hangs up, then realizes something. He touches his wrist, where his watch usually is. All there now, is it's tan-line.

Merrimen sits in a Lazy-boy in front of the TV, brooding. He talks quietly to himself while cleaning his various firearms, which rest in pieces at his feet. He can't shake the subtle, faint ticking sound in his head. Eventually, his eyes drift to the empty couch, and the errand WATCH that rests there. Merrimen glares at it, unblinking. The ticking grows louder.

ECU of a digital watch. 5:14 am. A beeping alarm sounds. A finger comes into frame, shuts it off. Donnie gets up, already dressed. His apartment has been stripped clean, packed up. He goes to the large window, opens it. Sounds of the city drift in. He looks at something. A few blocks down the street, is... THE FEDERAL RESERVE BANK. Beyond it, dawn's first light gives form to downtown's skyline.

Enson cooks eggs and sausage links for his kids, amidst the wonderful chaos of family getting ready for the day. Maloa comes in late, rushed, makes herself toast.Enson puts a plate of eggs in front of her. She doesn't eat it, doesn't make eye contact either. Mad at her dad. Enson shakes his head, takes the plate away. CONTINUED: A car honks outside. Maloa pops up, grabs her backpack. Can't get out of here fast enough. As she bolts for the door:She stops, looks back. Enson motions her over. She reluctantly comes back to him.Maloa shrugs. Enson struggles to find the words.Finally, Maloa looks up at her father. She nods with certainty. Enson has a tough time digesting the fact that, his baby girl has fallen in love. But such is life. Enson nods, then he hugs his daughter. And she him. He squeezes her tight.The car honks again. She's gotta go. Maloa smiles at her dad, tears in her eyes, then she runs out to the car. Enson watches her go, a little girl no more.

Merrimen sits on the edge of the bed, watching Holly sleep. Not wanting to wake her, he quietly stands, slips out. In the living room, he loads his firearms into their case. His eyes go to the watch again. He listens to it tick.

Merrimen walks past the complex pool, Samsonite and gun-case in hand. His wary eyes subtly sweep the surrounding area.

Nick drives up, parks, hops out, approaches a school yard, packed with grade school kids playing during morning recess. A fence surrounds the entire playground, no way to get in. Nick stands at the fence, searches the crowd for his girls. Spots McKenna. CONTINUED: He wraps his fingers around the fence, is about to call out to her, then hesitates. She plays happily, he doesn't want to interrupt. Instead, he just watches her play.

Nick climbs in his truck, parked across from the school. He pops in the keys, turns on the ignition. Is about to drive off, when he pauses. He sits there, suddenly becoming very still, staring into space... And then he breaks down. Tears pour from his eyes. His chest heaves as he sobs, crying for the first time that he can remember, and harder then he probably ever has... Slowly, Nick pulls himself together, and drives off.

Holly stirs in her bed. Her eyes flutter open. She sits up, looks next to her where Ray usually is. But he's not there. She touches his pillow. It's cold. Her eyebrows furrow. She gets up, looks in the bathroom, then closet where his things are. Nothing there. She goes to the living room, nothing still. She brings a hand to her mouth, and shakes her head as her eyes water. Any sign that Ray Merrimen was ever there, has vanished.

Merrimen, Bosco, and Enson load M4 mags, conduct function checks on all firearms, pull on tactical plate carriers. Donnie enters, is surprised to see them "jocking up". He looks around, perplexed. Armored Truck is gone.Enson, clad in full tactical nylon, glances at Donnie.Donnie can't hide his apprehension. Looks to Bosco for an explanation, doesn't get one. Bosco instead double-stacks 2 M4 mags. Donnie reluctantly pulls on the gear. CONTINUED: Merrimen and Enson start loading up an ECONOLINE CARGO VAN. Out of earshot, Enson pulls Merrimen aside, looks him in the eye.Merrimen meets his gaze, and Enson doesn't like what he sees. Merrimen's eyes are distant, cold. Too cold.Merrimen turns away, goes back to loading gear. HOLD ON ENSON, watching his crimey. Closely. Wary.

Nick walks in, is immediately met with the sounds of cops prepping for battle. Tony Z, Gus, Borracho, and Murph pull on ballistic vests, function check shotguns and carbines, load Sig P226s. No one says much. They all focus, do their best to keep the pucker-factor at a minimum. Because all know, instinctively, two tribes are going to war. Tony Z picks up his Benelli 12-gauge, Glock-17. Looks Nick over, knows all is not well. And they can't afford that today.Nick meets Tony's gaze. After a moment, Nick hardens, then nods. He's good. Satisfied, Tony heads for the trucks.

Merrimen drives, his eyes glued to the rearview, constantly checking their six. Around him, magazines are being loaded. Enson hands Donnie a SUPPRESSED HK-416, with a double-stacked magazine protruding. Enson indicates the safety, the trigger.CONTINUED:Enson depresses the magazine release button releasing the double-stacked mag. He then slides the other mag into the magazinewell and firmly slaps it home.Donnie nods. Merrimen rounds a corner, pulls into a BANK OF AMERICA PARKING LOT. Signage reads, "Montebello Towne Center." Donnie tenses. Enson hands Donnie a C420 GAS MASK. Donnie follows suit, pulls it on. Merrimen backs the truck into a spot right at the bank's front doors. Enson grabs Donnie:Bosco throws opens the rear doors. THEY BURST OUT OF THE VAN.

NICK'S POV -- of the same scene. He's parked across the street from the bank, watching calmly. Tony Z is shotgun.

MERRIMEN'S CREW rush the FRONT DOUBLE DOORS, KICK THEM IN. THROW IN A FLASHBANG GRENADE. BOOM! Blinding light and sound assault the interior. ENSON FIRES A THREE-ROUND BURST INTO THE CEILING. MOMENTARY CHAOS SETS IN. People gasp, some hit the floor. A baby cries. A useless SECURITY GUARD stands frozen in indecision. Merrimen rushes him, HK416 in his face.He does. Enson jumps up onto the teller's window. Aims down at the TELLERS who are all terrified and in shock. CONTINUED:Enson motions to Donnie. They COLLECT ALL CELL-PHONES. MERRIMEN ZIP-TIES the security guard's wrists. BOSCO CORRALS THE BANK MANAGER AND TELLERS into a corner. ENSON BLASTS OUT THE CAMERAS in the corners, SHUTS OFF THE OVERHEAD LIGHTS. MERRIMEN SHUTS ALL THE BLINDS. Motions for Donnie to help him. THEY BARRICADE THE DOORS -- pushing desks in front of them. Bosco zip-ties the customers, tellers, bank manager. Merrimen looks around, whistles. THE BANK HAS BEEN SECURED. Donnie breathes so hard, his mask starts to fog up. Enson and Donnie cover the room, as Bosco pulls the bank manager to his feet, drags him to his DESK. Merrimen hovers over him. The gas mask distorts his voice. It has a surreal, nightmarish effect. The MANAGER shakes.The Bank Manager's trembling hands search the desk for a pen and paper. Finds them. Then he takes a deep breath.CONTINUED: (2)

Parked across the street, watching it all unfold. Borracho in the back seat. The POLICE RADIO on the dash comes to life:Tony Z keys his radio, looks out to GUS and MURPH who sit in their CROWN VIC down the street, surveilling the bank's rear:SIRENS can be heard racing toward the scene. Nick can't believe what he's hearing.

This is Parker. A 1028 is in progress at the Bank of America in Montebello at 866 Wilcox at Atlantic. Suspects are armed...

A SYMPHONY OF SIRENS outside. Merrimen peeks out the blinds. The cavalry arrives, yet evidence of it is minimal. A few LAPD BLACK AND WHITES near the bank, then disappear into the surrounding streets. A look of satisfaction crosses Merrimen's face, a conductor pleased with the sound of his symphony. Enson drags the Bank Manager to the vault door. The Bank Manager fumbles with his KEYS, opens the VAULT EXTERIOR DOOR.CONTINUED:

This is the branch manager. I'm speaking on the man in charge's behalf.

- listen. They've already killed one of the hostages. A woman. They will not speak to you again. If you call back again before their demands are met, they will kill another. Just send what they want!

Enson enters. SAFETY DEPOSIT BOXES line the walls. A thick, steel-reinforced door is the last obstacle to the inner vault. Enson starts unloading SHAPE CHARGES. ON MERRIMEN -- PHONE RINGS at Bank Manager's desk. Bosco BLINDFOLDS him. Merrimen pulls off his gas mask:The Manager nods. Merrimen hits the SPEAKERPHONE.CONTINUED:CLICK. Merrimen cuts out. End of conversation. Merrimen looks to Bosco. Bosco grabs a LATINA, 30ish, drags her across the room. She's terrified, quivers:Bosco drags her into the bathroom. The room falls silent. All that is heard are HER WHIMPERS AND PLEAS. Dread in the air.

Down the street from the bank, 2 LAPD COPS huddle at a squad car with the OFFICER IN CHARGE (OIC), Fed LOBBIN' BOB, and the LAPD NEGOTIATOR, cell in hand. Suddenly, a single GUNSHOT is heard from within the bank. Heads drop.Nick, Tony Z, Borracho walk up shaking their heads.The two sides are about to brawl.CONTINUED:

This is the Los Angeles Police Department. I will now be your contact. You can call me Tim. Is this the man in charge?

...the money and the helicopter are en route. But, please, please understand, this takes a while. You need to be patient. You need to give us 90 minutes.

All of the HOSTAGES shake with fear. Donnie, Bosco and Enson cover the room. The PHONE rings. The Bank Manager answers.Merrimen glares at the Bank Manager. Sweat runs down his face.The Bank Manager speaks urgently as he looks at Merrimen.ON THE LAPD NEGOTIATOR -- looks to Lobbin' Bob.CONTINUED: ON THE BANK MANAGER AND MERRIMEN -- staring at the phone.Bank Manager looks to Merrimen. Merrimen nods.Merrimen hangs up, duct-tapes the Bank Manager's mouth. Enson tosses Merrimen a flour sack. He pulls it over the Bank Manager's head. Enson and Donnie DUCT-TAPE ALL OF THE HOSTAGES MOUTHS, pull WHITE FLOUR SACKS OVER THEIR HEADS. Hostages start whimpering, muttering prayers, think they're going to die. The crew goes to the vault. Except for Merrimen. He pulls out a cell-phone, dials. Walks to the window, looks outside. ON BIG NICK -- at the squad car. He, Lobbin' Bob and LAPD study SCHEMATICS OF THE BANK spread out over the hood. Nick's cell vibrates. He checks the number, squints his eyes, doesn't recognize it.The voice makes Nick freeze. He slowly turns to face the bank.ON MERRIMEN -- staring through the blinds at Nick, distantly visible through the traffic down the street. CONTINUED: (2)Merrimen plays it very cool. Just watches Nick. ON BIG NICK -- staring at the bank, and his enemy.Nick weighs his response to the threat made clear.Long pause on the other end. Nick's eyes are locked onto the bank. Then:Click. Merrimen hands up. COME IN TIGHT ON NICK. He clenches his jaw, salivates, mind racing. Tony Z walks up.IN THE VAULT -- Enson and Bosco feverishly prep the shape- charge. Merrimen enters, checks his watch. 2:14. CAMERA FLOATS back into the bank, past the bound and gagged hostages, into the BATHROOM, where the Latina lies. No blood anywhere. COME IN TIGHT ON HER -- her breaths can be seen against the flour sack. SHE'S ALIVE. AT THE LAPD SQUAD CAR -- Suddenly a thunderous THUMP rattles the street. The GROUND SHAKES BENEATH THEIR FEET. Telephone poles sway. CAR ALARMS go off.IN THE VAULT -- Smoke billows. MERRIMEN'S POV -- looking into a GAPING HOLE. NOT IN THE SAFE. IN THE VAULT FLOOR. CONTINUED: (3) ON BIG NICK -- with all the Regulators at the squad car, huddling over schematics of the bank.Nick's eyes wander, stop on something 50 feet from him. A MAN- HOLE. In the middle of the street. COME IN on the man-hole... ON BIG NICK -- eyes on the manhole... Realization sets in.He looks to Tony Z, Gus, Borracho. They don't disagree. Something here is very, very off. Nick turns to Lobbin' Bob:Nick seethes. He looks to his crew, they to him. Suddenly, Nick walks off, toward his truck. Reaches behind his seat, pulls out a TIRE-IRON, slams the door shut. He cuts through traffic, and runs straight toward the bank. ON TONY Z, GUS, BORRACHO, LOBBIN' BOB and LAPD -- cognizant now of what Nick is doing. Tony Z, Gus can't help but laugh.ON BIG NICK -- too late. He pulls his Glock, flips the safety off as he saunters right up to the bank's glass doors. CONTINUED: (4) Peers inside. SEES HOSTAGES ON THE FLOOR, BUT NO SIGN OF BAD GUYS. Pushes on the door, feels that it's barricaded. Steps back, SWINGS THE TIRE-IRON INTO THE GLASS DOORS, SHATTERING THEM. ON TONY Z, GUS, BORRACHO, MURPH -- racing to back their partner up. They present their weapons, cut across the street. ON BIG NICK -- climbing through the window, weapon drawn. He sweeps the room, passes over the bound hostages, heads back toward the vault. His heart pounds in his ears and his eyes widen as he moves through the smoky air.

Nick enters. Looks down, and sees it -- THE GAPING HOLE BLOWN IN THE FLOOR. A SEWER-LINE is barely visible below. ON THE REGULATORS AND LAPD -- breaching into the bank, weapons drawn. IN THE VAULT -- LAPD enters. NO SIGN OF ANYONE. LAPD Cop shines his flashlight into the gaping hole. And there stands Big Nick. Down below in the sewer. He looks up.

A NEARBY STREET in a quiet neighborhood. Parked right there, the BRINKS ARMORED TRUCK.

They mount the truck, start pulling off their clothes for a wardrobe change. Doors shut. Merrimen guns it.

Big Nick stands at a sewer "intersection", part of the endless SUBTERRANEAN LABYRINTH beneath our city streets. He shines the flashlight down the various routes. 40 meters behind, LAPD and SWAT inspect the hole left in the vault. Tony Z and Gus approach Nick. Both realize, the suspects are long gone. Which direction they fled is a pure guessing game.CONTINUED:Nick turns to face them, a wry look on his face.They all look to one another, come to the same conclusion...

They've slipped into new outfits -- Merrimen and Enson into BRINKS UNIFORMS, Donnie into his DIN TAI FUNG DELIVERY CLOTHES, Bosco into DWP GEAR.

Mack stands by a street level OPEN EXCHANGE BOX, his equipment taped in. He speaks into his secured nextel:

Merrimen pulls to the side of the road. Bosco hops out with his DWP gear. Merrimen's Suburban is parked there. They drive off. RUN A FINAL CHECK of the MONEY TUBS' CONTENTS. Cash is bundled, secured. Check the BofA Deposit Slips, Donnie's supplies -- over-sized ZIP-LOCK BAGS, HAIR GEL.Donnie can hear Enson in the EAR-PIECE buried in his ear. Donnie gives Enson a thumbs up, takes a deep breath. Enson pulls the top off one of the money tubs.

Big Nick and his boys exit the bank, breeze past Lobbin' Bob and the LAPD, who comb over the Econoline Van. Lobbin' Bob shakes his head to himself as Nick passes.Nick salutes Bob with a solidarity fist pump. Bob holds his hands up in surrender, unsure where the hell Nick is going. Nick, Tony Z, and Gus mount their vehicle, leave the scene.

Merrimen and Enson pull up to the security gate at The Fed. The Receiving Guard, JACKSON, black, 62, leans out from the bulletproof SECURITY BOOTH, doesn't recognize them. New guys.Merrimen hands Jackson a SCHEDULED DROP CONFIRMATION.Jackson picks up a PHONE. Speaks into it:Jackson waits for the confirm, inspects the "Scheduled Drop Confirmation". He looks over Merrimen, glances inside the truck. RECEIVING GUARD#3 steps out from the booth, holding a POLE with a MIRROR ATTACHED to the end of it. Runs it along the bottom-side of the truck, inspects the underbelly.CONTINUED: Merrimen hands Jackson their BRINKS IDS. Jackson looks them over. Merrimen shifts a little. What's taking so damn long? Jackson listens in the phone, hangs up. Jackson hands Merrimen their IDs, waves them through as the GATES FINALLY RISE.

It takes a sec...While we're waiting, could I bother you for your ID's?

Merrimen guides the truck along a WINDING CIRCULAR DRIVEWAY that leads 5 stories down. They approach the RECEIVING DOCK. Receiving Guard#2, MONROE, guides them into the dock. Merrimen and Enson hop out. Open the rear doors of the truck, wheel out MONEY TUBS, "FRB-LA" emblazoned on all.Merrimen signs the RECEIVING CONFIRMATION FORM. As he does, Monroe eyeballs him. Looks at his ID.Monroe nods, glances at his watch, annoyed. This is one to watch out for. He's suspicious by nature. Fastidious.Merrimen smiles. Monroe doesn't.CONTINUED: Monroe grabs the clipboard. Moves off. Enson and Merrimen wheel the MONEY TUBS to the RECEIVING BAY. Behind the wall of 3" thick bulletproof plexiglass are the count rooms, bustling with activity. Most employees look like they've been plucked from the Universal City Walk. Minorities with iPods in their ears, or fat white women and old white dudes with ponytails. Merrimen eyes the omnipresent cameras above. LUIGI and JUNIOR approach, laughing about something, moving through a series of man-traps. Luigi nods to them, motions for Merrimen to pass the B OF A FEDERAL RESERVE DEPOSIT SLIP through a SLOT. Merrimen does. Luigi reads it, shouts through the glass:Merrimen gives him a thumbs-up. Enson pushes the money tubs into a MAN-TRAP CHUTE. Shuts his side. Opposite side then opens. Luigi and Junior punch the tubs through the man-traps into the 100 dollar count room. MERRIMEN'S POV -- of the banknote machine. In the CLEAR TUBING, A HUGE STACK OF HUNDREDS WAITS TO BE SHREDDED.

I don't know where they had you guys routed before, but we run a tight, tight ship here. If you're going to be late, have base call in. You should know that.

Next time you have anything less than 20 bundles, just put them in a cash sack. A lot easier.

Merrimen's BofA tubs are in line, about 4 back. Luigi and Junior run bundles of 100's through the counting machine. The stack of UNFIT 100s grows further. Junior blasts Power 106. COME IN ON the LAST BofA MONEY TUB. DISSOLVE through its plastic exterior, and MORPH inside -- DONNIE RESTS IN THE DARKNESS, CURLED INTO A BALL, SITTING AMIDST THE 100 NOTE BUNDLES, SWEAT POURING FROM HIS BODY. He struggles to take LONG, SLOW, DEEP, QUIET BREATHS. He whispers into a NEXTEL MIC hidden beneath his shirt:ON MERRIMEN -- hears the message over nextel. Looks around. No sign of Monroe.

Bosco speaks back into his nextel:He engages a series of controls on the grid.

Cam checks the security control board, shakes his head. Shouts through the bulletproof glass to Johnny:Johnny nods, speaks into a secured radio, as Cam checks the SURVEILLANCE SCREENS. COME IN ON MONITOR 14 -- the count room.

TIGHT ON MERRIMEN'S EAR. An EARPIECE inside. Locked into the internal radio wavelength. Overhears Johnny:

...we're going brown. Gotta shut down for a bit. All teams go ahead and take 10.

Luigi shuts down the counting machine. He and Junior punch out of the man-trap, step into the hallway, lock the doors. Quiet inside now. Just the sounds of Power 106. ON MERRIMEN -- through several walls of man-trap glass, he sees Junior and Luigi LEAVE THE COUNT ROOM.ON DONNIE -- crammed inside the tub. Very, very slowly opens the top lid. He looks to the FLUORESCENT LIGHT PANEL 10' above. He extends a thin, RIGGED CAR ANTENNA, inches it out, extending it upward. 2 feet further. CONTINUED: ON MERRIMEN -- he and Enson feign interest in the LA Times. Merrimen's eyes furtively glance around -- MERRIMEN CAN MAKE OUT THE ANTENNA. All the FED EMPLOYEES head for the cafeteria. ON DONNIE -- couple of inches further. ON CAM -- in the security nerve center, reading a mag instead of looking at monitor 14, where the antenna is barely visible. ON DONNIE -- lightly jerking the antenna up, into the fluorescent bulb. Jabbing it. Can't break it. ON MERRIMEN -- 2 Employees walk right past the 100 banknote count room. Merrimen and Enson tense. The employees disappear into the cafeteria. ON DONNIE -- jerks it again. POP. A small shower of glass. The BULB goes dark, causing the entire BAY OF FLUORESCENTS TO FLICKER slightly. Donnie quickly inches down the antenna.ON MERRIMEN -- sees the lights flickering. Scans the area.ON CAM -- still reading. MONITOR 14 GOES DIM. WHITE NOISE. ON DONNIE -- slides the top open further. Looks around. Holy shit. He's here. Fed Employees walk past, down the hallways. He lowers to the ground, crawls over to the count machine. To the CLEAR TUBE, just above the shredding compartment. His eyes widen as he takes in the sight -- piles and piles of 100 dollar notes. TENS OF MILLIONS OF DOLLARS. From underneath his shirt, he slides out the OVERSIZED ZIP- LOCK BAGS. Clicks open an undercarriage of the tubing, reaches in, and STARTS SHOVING MONEY INTO THE ZIP-LOCKS.

Big Nick tears through city streets. Gus white-knuckles it while riding shotgun. Tony Z in back. Nick keys the radio: CONTINUED:

Fed Employees watch TV, munch on shit from vending machines. DORIS, the fat black girl with long candy-stripe fingernails, checks her watch. Her "buddy" SHARON is upset:Sharon dials a company phone. Other end answers:

It's Sharon, at the Fed. We ordered almost an hour and a half ago. I only have so much time for a lunch break -

I wait almost 2 hours and when it finally comes it's cold?! What kind of bullshit -

Mack, on the VERIZON test phone, does his best Chinaman:Sharon huffs. She hangs up.

Donnie works as fast as he can, rifling cash into zip-locks.CONTINUED: Donnie fills another bag, seals it, circumvents the shredders, and stuffs it into the CHUTE that leads into the floor. The zip-lock bag slides downward out of sight. CAMERA FOLLOWS THE ZIP-LOCK -- filled with MILLIONS OF UNSHREDDED DOLLARS, as it splashes into the vat, where the mixing arm stirs the bag into the wet cement.

Johnny enters. Notices Monitor 14 is on the fritz.Cam looks. Taps the screen. Nothing.ON DONNIE -- shoveling bags down the chute, when he notices a RED BEAM on his arm. He freezes. ON CAM -- a light flashes on monitor 14, and an alarm sounds.ON LUIGI -- in the cafeteria. Clips the radio off his belt.ON MERRIMEN -- having over heard it all. He looks to Enson:Enson reaches in his pocket, presses down on a secured radio "talk" button. CONTINUED:ON DONNIE -- shuts the shredding tube. Scurries behind the counting machine, to an AIR VENT IN THE FLOOR. Starts unscrewing the screws holding it down. ON LUIGI -- hits "talk" to speak, but gets cut off by STATIC coming from the radio. ON CAM -- hits "talk" on his radio.But all he gets is LOUD STATIC AND WHISTLES.Nothing but feedback. He slams the radio.

Cam enters, shouts to Luigi.ON LUIGI and JUNIOR -- walking toward the count room. ON DONNIE -- frantic. Fumbling with the SCREWS. One left.CONTINUED: ON LUIGI and JUNIOR -- approaching the man-trap. ON DONNIE -- unscrews the last one. Lifts up the vent. ON LUIGI and JUNIOR -- punching in their codes. ON MERRIMEN and ENSON -- about to explode. Enson looks to his right. Monroe's looking at him. Enson looks away. ON LUIGI and JUNIOR -- man-trap clicks open. They enter, search the room. Luigi peeks behind the counting machine. Nothing back here. Just wires, outlets, dust, and the air- vents. Luigi punches the radio -- all static. He remembers, switches to line 5:

Donnie, squeezed inside of the AIR-DUCTS, COOL AIR- CONDITIONED WIND BLASTING past him. His heart pounding.ON MERRIMEN -- all he hears is wind-blown static.ON LUIGI -- Cam's voice comes over his radio:Power returns to the counting machine. Luigi and Junior continue their job of feeding the cash into the machine. CONTINUED: Luigi waves to Merrimen and Enson, gets their attention, mouths and motions to them, "give us 20 minutes." ON MERRIMEN and ENSON -- waving back, "no problem."Roger that, cutting out. Bosco hurriedly cuts out, pulling wires, resetting the power. He packs up his gear and rushes toward the exit. ON JUNIOR -- opening Merrimen's BofA tubs. First one, full. Second one, full. Third one -- only a dozen bundles lying haphazardly on the bottom of the tub.Luigi looks back, furrows his brow, then shrugs. He turns on the shredders. COME IN ON the remaining 100 dollar notes in the clear exit tube, as they are sucked into the shredders. ON DONNIE -- in the ventilation shaft. Almost pitch black in here. Light creeps in through the air vents. He crawls as fast and quietly as he can, air blowing in his face. Comes to a VENTILATION-SYSTEM INTERSECTION. Pulls a SMALL NOTE from his pocket WRITTEN ON A HOFBRAU BAR NAPKIN -- a HAND-DRAWN MAP OF THE VENTILATION-SYSTEM, with a RED-LINE designating his route. It POINTS UP. Donnie looks up. 12 feet above is an opening to another shaft. ON LUIGI and JUNIOR -- finishing the count. Luigi checks a counter on the machine -- a number visible in red LED.The LED counter reads -- 712,214. Luigi grabs the radio.CONTINUED: (2) ON MERRIMEN -- watches as Junior and Luigi head their way through the man-traps toward him. ON DONNIE -- climbing up, feet and hands pressed into the sides of the shaft. Exhausting, slow, isometric movement. Donnie's muscles quiver. He reaches for the vent opening, almost losing his grip, SLIPS, GRABS ON WITH HIS FINGERTIPS. One final heave, he pulls himself into the upper ventilation shaft. Cringes in pain, his fingers throbbing. He wedges himself in. Light spills up from a vent 20' ahead. Looks at his map. X marks the spot, right over that vent. He starts to wiggle forward, GETS STUCK. It's too narrow. ON MERRIMEN -- Luigi returns the DEPOSIT RECEIPTS and TUBS.Luigi nods. Merrimen waves bye politely, moves for the truck. DONNIE -- stuck in the shaft. He's pulled his shirt off, and is rubbing HAIR-GEL all over the shaft's walls. He extends his arms forward, starts dragging himself through the shaft. It works. He squeezes toward the opening ahead, the tightness of the shaft's walls pressing on his chest, causing him to gasp in short breaths.

Donnie drags himself to the vent. Next to the vent, in the shaft, IS THE PLASTIC DIN TAI FUNG TAKE-OUT BAG. DONNIE'S POV -- just below is the MEN'S BATHROOM. He's directly above one of the three toilet stalls. The bathroom's empty. Donnie takes a deep breath, then pulls up the vent. HE DROPS THE CHINESE TAKE-OUT ONTO THE MIDDLE STALL FLOOR. Stall#2.

Merrimen drives, winding up the circular driveway. Jackson raises the gates, waves "bye" to Merrimen and Enson. Merrimen smiles, gives Jackson a two-finger salute.

Donnie lowers himself down, WHEN THE BATHROOM DOOR OPENS. He quickly pulls his legs back up. Holds his breath. It's Johnny. He moves for Stall#1. Sits on the toilet, groans. If he were to look up, he'd see a sweaty bare-chested man hovering over him in the vent, covered in pink hair-gel. But he doesn't. He's enjoying his quiet time. Johnny finishes up, flushes, and leaves. Donnie goes for it, quickly HOPS DOWN INTO THE STALL. He pulls his shirt back on. Tries to wipe the gel off of his arms with toilet paper. Flushes it down. He comes out of the stall. Checks himself in the mirror. Wipes sweat from his forehead. Calms himself. This is it.

The Armored Truck pulls up next to Merrimen's Suburban, parked roadside. Bosco's at the wheel. Bosco follows Merrimen as they pull out into the streets.

Doris and Sharon pay Donnie.CONTINUED: Doris winks at Donnie. Donnie nods sheepishly, leaves.

The WASTE DISPOSAL GUYS toss the MONEY BRICKS into the DUMPSTER. COME IN ON ONE OF THE BRICKS -- a corner of one of the zip- locks protrudes an inch out of the brick.

Donnie moves toward the elevator, passes the JANITOR. Glances at him. The Janitor is WOLFGANG.

Donnie, tension racking his body, can't stop fidgeting, sweating. The elevator doors open.

The HULKING ORANGE WASTE MANAGEMENT TRUCK beep-beeps as it backs up to the dumpsters. ALEXI hops out, lowers the lifting arms, and unloads the dumpster into the belly of his truck.

Donnie approaches the EXIT MAN-TRAP. The man-trap opens. Donnie enters, waves nicely to the SECRET SERVICE GUARD out front. Looks at the red light, waits for it to turn green. ON THE SECRET SERVICE GUARD -- checking the SIGN-IN SHEET. DOESN'T SEE DONNIE'S NAME. Furrows his brow. ON DORIS and SHARON-- digging into the food, taking famished bites. Sharon stops chewing. Spits the food out into a napkin. Looks up at Doris in disgust. Doris shrugs:DONNIE -- waiting in the man-trap. Eyeing the light. Still red. SECRET SERVICE GUARD -- flipping through the sign-in sheet. Looking for Donnie's name. Confused. GLARES AT DONNIE. SHARON -- she's on her cell-phone, pissed off. CONTINUED:

- ma'am! Ma'am. I sorry. I got no oder fom you today. No oder. You never call.

Secret Service Guard still stares at Donnie, when the PHONE at his desk starts ringing. Finally, he hits the man-trap button. ON DONNIE -- light turns GREEN, and the man-trap opens.The phone at his security desk continues to ring.Shows Donnie the sign-in sheet. Sure enough, his name isn't there. THE PHONE IS STILL RINGING. THE GUARD REACHES FOR IT.Secret Service Guard debates. Looks at Donnie. He carries nothing. Screw it. The phone still rings. Has to answer this.Donnie heads for the front doors, quickens his pace as the Guard answers the phone. COME IN ON SECRET SERVICE GUARD as he answers. Sharon can be heard on the other end, shouting something.CONTINUED: Secret Service Guard furrows his brow, looks outside, sees Donnie disappearing into the downtown streets.

I don't have you signed in. I just stared my shift, but, I don't see your name.

ON DONNIE -- hustling away from the Fed, looks back over his shoulder, tries not to break out into a sprint. Rounds a corner, spots a VERIZON VAN parked there. Heads for it.

ON CAM, JOHNNY, SECRET SERVICE GUARD -- searching the street for Donnie, AS THE ORANGE WASTE MANAGEMENT TRUCK PASSES BY. CAMERA FOLLOWS the Orange truck as it heads south on Grand.

ON NICK, GUS and TONY Z -- desperately searching the downtown streets for their suspects. Gus and Tony Z share a look.

ON MERRIMEN -- tailing the Orange truck, doing his best to negotiate the heavy Friday traffic. The Suburban is ahead, holding a tighter tail. Merrimen can't keep up.Tries to change lanes. Someone behind honks, blocks him in.

ON BOSCO -- behind the wheel, 3 car lengths back. The Orange truck approaches a traffic light. It turns yellow. The Orange truck accelerates, blows the light. Bosco swerves into an open lane. Still yellow. He guns it. It turns red. Sees a MOTORCYCLE COP. Cringes as he blows the red. Bosco looks back. Motorcycle cop bangs a left, didn't notice. Bosco sighs, looks ahead -- the Orange truck turns right blocks ahead. Bosco punches it. Bangs a right.

The Orange waste management Truck turns down a small side- street, nears the VERNON CITY DUMP. Crosses an alley that intersects the street. THE ARMORED TRUCK EMERGES FROM THE ALLEY, CUTS THE ORANGE TRUCK OFF. The Orange Truck's brakes lock up. Squeal to a halt. Behind, the Suburban SANDWICHES THE ORANGE TRUCK IN. Bosco jumps from the Suburban, HK in hand. Runs up to the Orange truck's cab, points the HK inside.The Driver takes one step out, when Bosco BRINGS THE BUTT OF THE HK ACROSS HIS SKULL. The driver collapses in a ball. Bosco jumps into the truck's cab, Enson into the Suburban. All 3 vehicles tear away from the scene. COME IN ON THE WASTE MANAGEMENT DRIVER, grimacing in pain. Only it isn't Alexi. IT'S BAS.

ON DONNIE -- nearing the Verizon Van. Mack appears next to it, meets eyes with Donnie. Then Mack suddenly backs up. Donnie spins. A VEHICLE ALMOST RUNS HIM OFF THE ROAD, slams to a stop. Donnie jumps to avoid getting hit. Doors open. Donnie is grabbed, tossed in. Abducted in seconds. Mack turns away, plays it off as if uninvolved. The vehicle takes off. Nick's F-150.

A sprawling, neglected junk yard. Scraped cars stacked 5 high. The Armored Truck pulls into the yard, the Suburban and Orange Truck right behind it. They all come to a stop. SAMOAN MAFIA, Enson's bros, receive the Armored Truck. Merrimen jumps out of the Armored, retrieves his gear. Enson nods to his Samoan boys. THEY IMMEDIATELY START TO STRIP-DOWN THE ARMORED TRUCK, make it disappear.

Tony Z roughs Donnie up in back. Nick looks at their captive. CONTINUED: Donnie's scared, confused, can't believe he got burned. Nick has had it. He lets go of the wheel, lurches back at Donnie, attacks him, pounds his face.Nick tears at Donnie's shirt, and in the process RIPS THE MIC AND A NEXTEL TRANSMITTER FROM DONNIE'S WAIST. Nick looks at it briefly. Then throws it out the window. ON MERRIMEN -- loading gear into the Suburban, when he hears the commotion over the nextel. He strains to hear more closely, but the line goes dead. ON NICK'S TRUCK -- Donnie is curled into a defensive ball. Blood pours from his mouth. Tony Z cuffs Donnie's right hand to the door handle, jams a gun into gut.Donnie looks to them. They to him, making sure this is solid.Nick and Tony Z share a look. It's solid. Nick steps on it, gets on the radio. Gus brings the location up on their GPS.ON MERRIMEN -- Nextel suddenly crackles in Merrimen's ear.Merrimen pushes the nextel deeper into his ear:CONTINUED: (2)Merrimen stops, squeezes his eyes shut.Merrimen pauses, doesn't respond. Then he clicks off.

Murph and Borracho listen to Nick's lead over radio:Borracho pulls it up on their GPS. Murph keys their sirens. They slice through and past traffic.

Frantic, focused activity as the Orange Truck is wiped down, striped of any incriminating evidence. Enson throws all of the Brinks gear in a BARREL. Pours lighter fluid all over the clothes, LIGHTS THE BARREL AFLAME. Bosco engages the dump-truck's controls. The rear of the dump- truck rises and opens, ALL OF ITS CONTENTS SPILLING OUT. MERRIMEN AND BOSCO RIFLE THROUGH THE PILE OF REFUSE, FIND THE MONEY BRICKS. They quickly drag them to the Suburban, throw them in back. Slam the rear doors. Merrimen fires up the Suburban's engine. Enson looks to him:Enson nods, but doesn't like it. Bosco jumps in the Suburban. Enson looks to his Samoan bros, then mounts up. They tear out.

Semis, Big Rigs, and rush hour traffic pack the main artery into the Port of Los Angeles. The Suburban pushes through aggressively best it can.

Tension thick as their progress is slowed further by gridlock. Enson checks his watch. Merrimen's eyes bounce back and forth between the road ahead and the rear-view mirror. Bosco passes out their travel docs and passenger manifest. Traffic grinds down to complete stop. Merrimen's eyes are now pinned to the rear-view. Bosco starts to peel off his armor.Bosco stops. He and Enson look to Merrimen.Enson tenses, follows Merrimen's gaze, looks back. ENSON'S POV -- through the exhaust and congestion behind them, buried in deep traffic, is a vehicle we recognize. NICK'S F-150. Both Enson and Bosco turn, strain to get a cleaner view.Enson motions to one of the HK-416s. Bosco hands it over. Enson raises it, looks through the gun's sight at the F-150.

ON BIG NICK -- eyes locked on the Suburban ahead. Their visual is occasionally blocked by Semis. Gus and Tony Z tighten their vests, check their mags, flip safety off. CONTINUED:

Murph edges the car into the far right emergency lane, overtakes a chunk of traffic. Gets a visual on the Suburban.Borracho gets a clean view of the Suburban 3 lanes over and just ahead. Taps Murph's arm:Murph throws it into park. They grab carbines and extra mags.

Enson and Bosco's heads are on a swivel, search the traffic behind for incoming threat. Enson spots something, what looks like movement between cars -- COPS GETTING OUT OF THE F-150. He slams his fist into the dash in frustration. Merrimen grabs Enson by the arm, hard.Enson slaps Merrimen's hand away, turns melancholy.Merrimen glares at him, then raises his eyebrows, questioning his manhood. All said without words. Merrimen motions to the adjacent neighborhood, and the myriad ways to flee.CONTINUED: Enson's eyes burn hot. He doesn't blink, doesn't take his eyes off of his lifelong teammate, and crimey. Then, his eyes glaze over, as resignation sets in. Enson turns to Bosco:Bosco passes Enson the 7.62cal MK48 machine-gun. Enson clips on the MK48 ammo box, opens the feed-tray and chambers the link, slams it closed, and yanks the charging handle to the rear of the gun. Ready for war.

CAMERA PUSHES LOW AND STEADY thru the traffic toward the Suburban. ONE BY ONE, NICK AND THE COPS MOVE INTO FRAME, crouched low, using the vehicles as cover. They signal one another, spread out into different lanes, approach the Suburban. ON MERRIMEN -- a break in the traffic. Vehicles ahead begin to slowly, painfully move. Merrimen urges them on. ON BIG NICK -- eyes wide as he closes in. He signals to motorists as he passes them, quietly orders them to:ON BORRACHO -- coming at the Suburban from it's 4 o-clock. Sees the break in traffic ahead, quickens his pace. Motions for citizens to "Stay Down!" He brings up his carbine, aims sights at the Suburban's passenger door, when the door bursts open.Enson opts to step out, massively clad in head to toe body armor, the MK48 in hand. It's a terrifying sight.CONTINUED: Various shrieks of terror and panic from the motorists. Horns blare as some cars attempt to push through the hotzone.With Bosco's cover-fire, MERRIMEN SLIPS OUT AND DASHES FOR THE SURROUNDING NEIGHBORHOOD and side street.CONTINUED: (2) Bosco reloads, and moves to finish off Murph. Murph fires wild shots, some miss, others stopped by Bosco's seemingly impenetrable armor. Murph is a fatality in a millisecond. ON TONY Z -- trying to get a clean shot on Bosco, who constantly moves. HE DROPS TO PRONE POSITION, AIMS BENEATH THE CARS AT BOSCO'S SHINS AND FEET. Fires. ON BOSCO -- moving to finish Murph off, when BULLETS TEAR THROUGH HIS SHIN, BLOW UP HIS FIBULA. He screams, drops, finally a stationary target. He sprays the rest of his clip wildly. ON TONY Z -- getting Bosco's head in his sights. Fires. DOWNS BOSCO WITH A KILLSHOT TO THE DOME.

Flames spew from the gun's muzzle as BULLETS RIDDLE BORRACHO, CUT HIM DOWN where he stands. The gunfire so loud, rapid and powerful, it sounds like the air is tearing.

A MAELSTROM OF GUNFIRE EXPLODES ALL AROUND as Nick and the cops open fire on Enson and the Suburban from various positions. Rounds puncture the Suburban in clusters, shatter windows.

ON DONNIE -- still cuffed in the truck, tugging frantically at the door handle, trying to free himself.

Bosco peels off, bounds behind and past Enson as Enson lays down awesome fire. The cacophony is deafening.

ON BOSCO -- as Bosco comes to Merrimen's position, he taps Merrimen's shoulder as he passes. With that, Merrimen pops up and opens fire with HK416.

Enson now bounds past Merrimen, as they perform A DEFENSIVE PEEL to perfection. The rate of fire and it's sound, is rhythmic. And to the trained ear, beautiful. A symphony of war.

ON BIG NICK AND THE COPS -- struggling to get a shot off, but keeping pace, stalking the enemy. Nick comes to Borracho, dead. Nick grimaces, pops up and opens fire aggressively.

ON DONNIE -- can't get out of the cuffs. Then he notices something. HAIRGEL. Still smudged on his forearm.

ON MURPH -- pressing in on Bosco, as Bosco runs for the neighborhood. Gets shots off, hits Bosco, but absorbed by body armor. Bosco turns on Murph, returns fire. MURPH TAKES ROUNDS TO THE SHOULDER AND ARM. He howls in pain and drops.

ON NICK and TONY Z -- in cover as MIND-NUMBING GUNFIRE fills the air. This is URBAN WARFARE; close, frenzied, fast, loud. Silence again. They pop up, spot MERRIMEN, ENSON DISAPPEARING INTO A SIDEYARD. They chase them into the houses, break off.

ON MERRIMEN and ENSON -- last men standing. They continue to bound and peel, laying down steady fire while in constant motion, putting on a tactical clinic. With the cops taking cover, MERRIMEN AND ENSON RETREAT, SPRINT INTO THE NEIGHBORHOOD. ON NICK, TONY Z, and GUS -- hearing the lull in fire, they take off in pursuit, reload while they run. Fan out to either side of the street, using cars, anything as cover.CONTINUED: ON TONY Z -- at street level, moving into and through houses and their backyards. He slows, doesn't want to make a noise to reveal his position. ON MERRIMEN -- taking quiet cover in a backyard. He silently reloads. Listens for the cops. ON ENSON -- moving slow and quiet through a house. ON NICK -- USES A TRASH CAN TO CLIMB UP ONTO A ROOF. He sweeps yard by yard below, leaps onto the next roof. He inches forward, finger feathering the trigger. ON MERRIMEN -- he slides in his last mag. It clicks quietly. ON NICK -- hearing the faint click. He freezes, looks to the yard below. Then his eyes land on something. HIS SHADOW. On the backyard's cinderblock wall. He cringes. ON MERRIMEN -- SEES THE SHADOW. Of someone on the roof above. Turns to it, opens fire. BULLETS SHRED THE DRYWALL AND ROOFING. ON NICK -- dives out of the way as bullets puncture through. Runs and jumps down to the sideyard, eats shit. Recovers. Rounds the corner, fires on Merrimen as Merrimen sprints off. ON ENSON -- slipping out of a house when a MASTIFF barks at him, giving up his position. He shoots the dog. Too late. TONY Z FIRES ON ENSON'S POSITION FROM INSIDE A HOUSE. Enson returns fire with the MK48, VIRTUALLY CUTS THE HOUSE IN HALF. Enson runs dry. He's out. He drops the gun. ON TONY Z -- in a house, flat on the ground. Hears a heavy gun clatter to the ground. He bursts outside. Enson is gone. ON NICK -- hunting Merrimen, sucking in air. Merrimen moves constantly, crossing an alley into a container yard. Nick can't get a clean shot. Merrimen fires a few rounds, slowing Nick. ON TONY Z -- hearing Merrimen's shots, looking for Enson. He spots FLECKS OF BLOOD ON THE GROUND. Follows them. ON ENSON -- moving up an alley, down to his handgun. Exhausted, injured. Blood soaks his pants. Comes to a quiet street. No one there. Except for A MAN PARKING HIS CAR. He goes for the car, his ride to freedom, when his eyes widen. Gus. Aiming his carbine right at Enson's exposed head. CONTINUED: (2)Enson doesn't. So Gus fires. Enson takes a round to his upper torso. Drops to a knee, gun falling from his hands. Enson collapses backwards. Blood pours down his arm. Gus rushes Enson, kicks his gun away. Kneels beside him. Color begins to fade from Enson's face, as he slowly bleeds out. Sirens can be heard approaching in the distance. A WHISTLE. Gus looks up -- Tony Z, looking to Gus. GUS SIGNALS ENSON IS DONE. Tony Z nods, takes off after Nick. Enson squeezes Gus' arm, looks to him. Enson's lips start to quiver, and tears pools in his eyes, as he can feel his life slip away. Enson talks weakly.Enson squeezes Gus' arm harder yet, the last of his strength.Gus clasps Enson's hand in a gesture of pure humanity.Enson's eyes fill with raw fear. His breaths begin to rasp.Despite it all, Gus just keeps nodding in comfort, masking the profound effect this dying man is having upon him.CONTINUED: (3) Gus says a prayer, as Enson takes his last breath. Gus remains there, at his side, as Enson's soul departs, and sirens near. ON MERRIMEN -- moving from cover to cover through the neighborhood maze of homes, cars, fences and walls. ROUNDS LITE UP HIS POSITION. A few thump into his armor. HE SPOTS NICK, returns fire, suppressing Nick's barrage. Rounds from his 9. Tony Z. Merrimen turns on Tony Z, lays down steady bursts. MERRIMEN ALTERNATES FIRING IN A STACCATO 3 ROUND RHYTHM ON TONY Z AND NICK'S POSITIONS, AS HE RETREATS. Tony Z takes a round to the arm. Screams. Grips his gun-hand forearm. Blood gushes between his fingers. He takes cover. Merrimen takes cover behind a corner. Quickly reloads, as he can hear them moving in. Presses the barrel of his HK416 against the wall's corner, peeks out, and opens fire on full auto. Nick moves to cover, then unloads on Merrimen's position. Rounds ping off his gun. The battle is loud and intense, the eardrum piercing fire echoes and reverberates heavily across the neighborhood. Dogs bark. Merrimen runs dry. He ducks back for cover, searches for a fresh mag, checking his vest, belt. Can't find one. HE'S OUT. COME IN TIGHT ON MERRIMEN, as this devastating realization sets in. He shuts his eyes, then slowly opens them again. He takes in the distant view -- the sprawling Port of LA, commerce's heart, extends to the horizon. It is lit from below by a sea of vapor lights, above by a hazy, blood red sky. He looks down to the weapon in his blood-flecked hands, and resigns himself to that fact that, his time here, has come to an end. Push flowers. And so it shall be... He stands, grips his weapon, then rounds the corner, moving out of cover. Big Nick waits for him there. MERRIMEN WALKS DIRECTLY AT NICK, RAISING HIS WEAPON. SO NICK ENDS IT.CONTINUED: (4) Nick meets eyes with Merrimen, then nods. Watches as Merrimen's breathing slows, and body goes slack. Nick reaches down, checks Merrimen's pulse. RAY MERRIMEN IS DEAD.Tony Z comes over, looks down at Merrimen, motions to his HK.Nick picks up Merrimen's weapon, checks the chamber. Indeed it is. He and Tony share a knowing look. Suicide by cop.

HUSTLING AND HURDLING WALLS AND FENCES in an effort to pass the enemy, catch them unaware on their blind side.

ON MERRIMEN, ENSON -- taking cover behind a vehicle, opening fire on Nick, tearing the street to shreds. Merrimen runs dry.

Nick stands over Merrimen. Merrimen takes short, shallow breaths. He says something to Nick, his voice barely a whisper:

The crime scene has been cordoned off, the traffic moved out. A sheet covers Borracho's body. ON BIG NICK -- opens his truck's door, tosses his gear inside, then freezes. A PAIR OF HAND-CUFFS DANGLE FROM THE DOOR HANDLE, with no one attached to them.

Nick searches Merrimen's truck, sifts through extra ammo and the travel docs. He opens the rear doors. ZIPS OPEN THE OVERSIZED CANVAS BAGS THERE, FINDS THE MONEY BRICKS INSIDE. Tony Z comes up, arm bandaged. Nick pulls a knife from his belt, rips into one of the bricks.Tony Z does the same, tearing apart the other bricks. One by one, THE MONEY BRICKS BREAK APART INTO THOUSANDS OF TINY PIECES OF SHREDDED MONEY, SPILL OUT ONTO THE GROUND LIKE CONFETTI. But not one banknote. Not one note of legal tender. Nothing. IT'S ALL SHREDDED CASH. ALL OF IT. Nick stares at it in disbelief. CONTINUED:Tony Z just shakes his head in surrender.Nick leans against the Suburban, exhausted, and rubs his temples. Tony Z leaves. Nick watches as he goes, looks out over the vast crime scene, and just stands there a while.

CAMERA PUSHES IN SLOWLY ON NICK, who sits alone on the far side of the otherwise empty office. Nick finishes up a somber conversation with Borracho's wife, hangs up. Nick sits slumped at his desk, looking at the crime wall. The photos tacked up there of suspects Merrimen, Enson, and Bosco, have big red Xs struck across them. Only one doesn't. Donnie's. Nick stares at it.

Same lurky characters. Ziggy's behind the bar tonight. Nick walks in, looks for Donnie. Doesn't see him. Approaches Ziggy:Nick takes a seat at the bar, projecting defeat. His head sinks into his hands.CONTINUED:Ziggy pours the beer. Nick takes a long sip. His eyes wander over behind the bar. To the little SIGN that reads, "Loose lips sink ships." Nick stares at it for a second. Then his eyes move over to the PHOTO OF THE SOCCER TEAM, "HOFBRAU" emblazoned on the players' jerseys. Nick notices something. One of the players on the team, IS DONNIE. Nick looks closer. Next to Donnie is someone else who looks familiar. Nick squints his eyes. IT'S BOSCO, THE GOALIE. Next to Bosco is a black guy. MACK. ALL ON THE SAME TEAM. A SOUND to his left. LAUGHTER. Nick looks. Four people enter. TWO ARE LUIGI AND JUNIOR. They all wear their ID TAGS on their shirts. As they pass by him, Nick gets a closer look. The tags read, "FEDERAL RESERVE BANK, LOS ANGELES BRANCH." Nick looks around the bar -- uniformed men sit in one corner. The PATCHES on their uniforms read, "Secret Service. Federal Reserve Bank." One of them is JACKSON. In another corner, more ID tags. CAM, JOHNNY, others. Laughing, drinking, relaxing after work. At the end of the bar -- BRINKS ARMED GUARDS, and AL, the Brinks secretary. Then it hits him -- EVERYBODY IN THIS BAR WORKS AT THE FED. Nick's eyes go to a PLACARD with DONNIE'S PHOTO on it. Below his photo are the words, "Employee of the year: 2010, 2011."• DONNIE, tending bar at the Hofbrau. Bosco seated there, putting down the Cuba Libres. THIS TIME, THE SCENE IS HEARD.CONTINUED: (2)• DONNIE, at the "POMONA MINING CO." RESTAURANT, sitting with Merrimen. Bosco waits in the b.g.:• DONNIE, at Holly's place, pouring over everything Donnie culled at the Hofbrau -- SCHEMATICS, HAND-DRAWN MAPS ON BAR NAPKINS, photographs of the Fed. Merrimen is amazed.• a SERIES OF RAPID CUTS of DONNIE TENDING BAR, TALKING TO DIFFERENT PEOPLE -- Brinks Armed Guards; Jackson; Monroe; Secret Service Guards; Johnny; Doris... • CAM, DRAWING A MAP of the FED'S VENTILATION SYSTEM on a BAR NAPKIN and explaining it to Donnie. • JUNIOR and LUIGI, drunk off their ass, explaining to Donnie how the counting machines work. BACK TO NICK, at the Hofbrau. He turns to the man next to him at the bar. Wolfgang. Wolfgang jabbers away drunkenly to Ziggy.CONTINUED: (3) He STARES AT THE SOCCER TEAM PHOTO. Looks at the other players on the team. Sees the waste-management guys -- BAS and ALEXI. • DONNIE AND BAS -- loading SOILED CELLO-PHANE BRICKS into the HULL OF AN ORANGE WASTE-MANAGEMENT TRUCK. • ALEXI, DRIVING THE WASTE MANAGEMENT TRUCK, seeing Bosco in the black Suburban behind him. He bangs a right. AN IDENTICAL ORANGE WASTE-MANAGEMENT TRUCK WAITS THERE. As Alexi passes, he looks over to BAS, BEHIND THE WHEEL OF THE SECOND TRUCK. As Bas pulls out onto the street, Alexi disappears onto a side street. GONE. • BOSCO -- pulling Bas from the Waste-Management Truck. • DONNIE -- with Mack, Bas and Alexi, loading the REAL MONEY BRICKS into Samsonites. COME IN ON the protruding zip-locks. They prep the Samsonites to be shipped. COME IN ON the ADDRESS -- "ST. MAARTEN. Virgin Islands."

DONNIE sits at the desk of the BANK MANAGER. The Samsonites lie behind the desk.

Donnie exits. Approaches 4 people -- MACK, BAS, ALEXI, AND DORIS. Hands them each a "Credit Lyonnaise" envelope.They walk off in separate directions, disappear into the world.

Nick walks out of the bar, in a daze. He looks down the street. And there it is -- THE FED, JUST TWO BLOCKS AWAY. CONTINUED: COME IN ON NICK. His eyes wave the white flag. He's speechless. But he does have one thing to say. And it is:

A SHIFT CHANGE is taking place, as uniformed night-shift DEBEERS SECURITY enter, while the day-shift exits. COME IN ON one of the Security Guards, CONNOR, 42, as he leaves work. Connor walks out onto the sidewalk before this imposing, formidable building. A placard on the building reads -- "14 CHARTERHOUSE STREET. DEBEERS DIAMONDS. WORLD HEADQUARTERS." Connor cuts across the street, steps into...

Football on TV. Brits putting back the bitters. Connor enters.A CHORUS of "Oi's" in return from the DRUNKEN BLOKES at the bar. ALL WEARING THE SAME DEBEERS SECURITY UNIFORMS AS CONNOR. Connor steps to the bar. Hollers to the BARKEEP:We don't see the Barkeep, only hear him. Accent is thick, but it sounds vaguely familiar. His hand comes into frame, sliding the pints to Connor.Connor can't decide. He's easy.Reveal the Barkeep. IT'S DONNIE. Although we hardly recognize him. He's adapted. Donnie looks directly at us, grins. And why shouldn't he. CONTINUED:

Mist . Dark trees . Dripping vines . An ENGINE RUMBLES in the distance . The full moon shimmers on a puddle . A FROG SPLATS IN , splashing a one man pup tent . INSIDE THE TENT LUKE 's eyes pop open , disoriented , realizing he 's fallen asleep reading by flashlight . He 's nineteen , still slightly awkward and unaware he 's growing handsome . He listens as the ENGINE RUMBLES LOUDER , closer . He peers out through the tent flap . Glaring head lamps ROAR toward him . Scrambling out of his sleeping bag , he HURLS himself against the side of the tent , as . OUTSIDE an RV CAMPER nearly plows down the tent , skidding to a stop in the mud . Stillness . Luke extricates himself from the tent . He runs to the driver - side window of the RV .Inside , ALEXA , thirties , earthy , looks up at him bleary - eyed . She nods ` yes . 'He nods ` yes . ' She bursts into TEARS .She gathers herself , sniffling . I have warm apple kringel in the camper . Would you like some ?INSIDE RV CAMPER Luke stands at the RV 's tiny kitchen counter , wolfing pastry off a paper plate .Luke notices an odd pile of stuff by the sink .She smiles , grateful , eyeing his torn t - shirt and shorts .He considers , fearful , but thrilled .

My husband. Bastard. I've been driving for days. I do n't even know where I'm going.

Look, I know it's dopey. But do n't you recognize it? It's painted and the muffler's switched out, - but this was my dad's.

I been havin' this weird dream. The thing is, I think maybe the dream's real. Forget it. No way I'm tellin' you.

Oh, just needs a new gasket and a couple T - sprocks. The flanges are sheared off. No big deal.

From New York. Poli - Sci transfer. I sort of asked around campus.

You heard about Cafe Lunizia? Italian? They got New York style pizza. Make you feel at home.

No, Puck Ass, but people just call me Luke. We're beatin' his frat boy team in street hockey. Pisses'em off.

Thanks. So, what do you think? I'll just sit there while you eat. I wo n't even talk.

Oh, I'm a paramecium. That's way more evolved. I'm practically pond scum.

I had hair. Come on! Not a lot, but you've seen me - some - right?

Nothin'. Maybe just kind a' hot out here. You want moron? When my dad died, - it's okay, I was nine. I barely knew what was goin' on - But I thought the tombstone was really sad looking, so I painted smiley faces and fish all over it.

For real? I do n't know. Friendship. Great sex. Knowing you want to be there even when it gets scary or bloody.

It was goin' great. She's amazing. Funny. And really smart. And the way she eats ravioli, like ` aah.'

Then I started feelin' all weird again, and,. oh, man, you'll think I'm nuts. Keen, I had breasts. I felt'em.

No! Is that what she thinks? I left'cause a' what she said? That's crazy! She's like the most incredible girl I ever met!

I had this ` pasta quattro funghi' - four mushroom. It took me a while to even figure it out, but I think someone put shrooms in it, or somehow they got in there by mistake. I was hallucinating and everything.

Will you please just tell her I came by? Forget it. I'll catch up with her on my own.

Look, I'm gon na' see her again, - if she'll see me. I do n't care what the fuck you say about it.

Holy shit. It's that lady from the store! Grey and black at the bar.

Super - glue. Thirty seconds together, you ca n't pull'em apart.

Keenan sold her a bike. I do n't think they've been apart more than six hours since.

I never thought in a million years you'd go out with me, let alone twice.

Okay, I'm gon na' take a wild shot. Ricochet off the back, over here, then straight into that side pocket. What are my chances?

You know, I always thought your dying was the worst thing that ever happened to me, and that happened more to you than it did to me. I mean, a lot more, really.

Look, every day I wish you were around, but I swear, if I tell you this, you damn well better stay dead!

And I swear to God I'm gon na' beat this thing. No matter what it takes. Before I tell you, I just want to make sure you know that, okay?

I'm not doin' it. I do n't care what she says! I can control this thing.

I did n't know what was goin' on before. I do now, so, it's not gon na' be a problem. I just need to stay focused!

Decide?! WHAT?! No, it's not! Get this thing away from me! JUDAS PRIEST!

Nothin'! It's great! It's fuckin' PHENOMENAL, if you happen to BE one!

No. Nothin' like that. There's just some stuff I've got to sort out.

No, he does n't `` scare'' me. What, his struttin' around, thinkin' he's such a bad ass, with his shirt hangin' open half the time?

So, it's true what you said? You really know. I would n't change unless I wanted to?

What part? How much of me? I mean, for it to work? Half? More than half? What if it was only a tiny bit, - a thought?

I love being with Michelle. How come I ca n't control it when she's around?

Remember that Christmas when Keen and me accidentally set the Scofields' house on fire?

And that burning shingle drifted over and lit up the Robertson's place? The whole town was ready to lynch us, and we snuck back home. Two AM, you were up drinkin' coffee,.

I thought you were gon na' kill us. But you just looked me right in the eye, and said, `` Son, there's leftover pizza in the fridge.''

That was the coolest thing anyone ever said. Dad, I'm in such trouble.

I feel like if I let this thing in, it's all over. But I do n't know what else to do. Guess you ca n't figure out who you are, until you accept who you might be.

I had to be sure. I am now. Come on, it's sort of a Catch - 22. I make out with a girl, I start turning into one. You got ta' admit, it's a little weird, is n't it?

Girls, are just, I do n't know. It's a different energy. They're soft and warm, they can make a guy feel complete.

Sure. Looks great on you. Man, dresses! Even without everything else, dresses are reason enough right there to stay a guy.

Students crisscross on bikes in front of the quadrangle . The huge round headlights and muscular front grill of an old SEMI - TRUCK RUMBLES up to the curb . It 's the cab only , like the sliced - off front of a train engine . Luke hops down , startling his friends , KEENAN and JANINE , passionately making out on the sidewalk . Twenty , brainy and athletic , Janine adjusts her glasses , the only remnant of a bookish past , as she thoughtfully considers Luke 's massive truck .Hoping for a more enthusiastic response , he turns to Keenan , who climbs up and peeks inside the cab . He 's rugged , streetwise , perpetually bemused , - maybe Ed Norton and Bill Murray had a son .Janine stares at him .She shrugs , trying to put her finger on it , and when Luke rolls up his T - shirt sleeves , she grins .Luke glares at Keenan .Janine sneers . At a loss , Keenan grabs her and kisses her passionately . She walks off rolling her eyes , but secretly loves it . Keenan climbs up into the cab .Keenan looks around with fresh eyes . He reaches an arm way up under the glove box and GRINS , pulling out a small stash of weed .

It's remarkable. Sort of retro. I thought you were gettin' a pickup?

I did n't say a word! I swear! You know Janine. She's got X - ray vision.

I knew that whole `` waitin' to meet the right girl'' thing was crap. Congratulations! I have to get to Physics. The truck's great.

Could find something to call me, other than what every guy in the world would say?

Is n't she great? Guys drive across the state just to buy a beer from her. Total loner, though. No one's ever seen her with anyone.

We've only been together six months. And he's such a guy's guy, everyone's buddy, but, alcoholic parents, six months in `` Juvey.''

I think the only reason he's even alive right now, is okay, partly'cause he's so damn smart, but mostly'cause there's this one person, he knows, absolutely, no matter what, wo n't bale on him.

So, yes, you can trust him. I'm hoping Keenan's the same way.'Cause believe me, I'm not used to rocks, I'm used to pebbles.

I've read about this kinda' thing, but I did n't think it was real. It's so cool!

How can you say that? If I had a chance to be a guy for a day, I'd jump at it. Seriously, Keen, would n't you want to get inside a girl's body?

Fine. You're boys. Still, is n't it every guy's dream to have a pair of boobs to play with anytime he wants?

Yeah, I ca n't wait. Not exactly something you get to see every day.

I will. I'm definitely not into the butch hair thing, though. You got ta' do something about that.

Alright, okay, now open those little levers on the sides,. and flip that center thingy back.

You got ta' just think about whatever turns you on. No matter what it is.

Okay, pretend you're thrown on your back, pinned against the bed.

Keen! Do n't! We just want you to know, whatever you decide, it's all right with us.

There happen to be millions of us out there that like being female!

NO! I want to know! Just exactly what's wrong with being a girl?!

You know enough of my secrets to get me shot. Sharon's mom on Thanksgiving? What the fuck dream is there you ca n't tell me?

I really thought you gettin' laid was gon na' help. What is it with you, man? I mean, you're smarter than me, you're better lookin' than me.

I'm still workin' on my GED. How long you think Brainiac's gon na' wan na' hang with that?

Man, I'm gon na' be that wild fling she had with the local dude from the bike shop. `` God, what was his name?''

You're gon na' have a great time with her tonight. Just be yourself. Mostly.

You're startin' to creep me out. Listen, I think I know what's goin' on, okay? `` Acute Adolescent Anxiety.'' It's from the stress of college, girls, grades. It's really common.

The Net. I found all the symptoms right off : panic attacks, `` Localized Alopecia'' - that's hair loss. This doctor wrote back, `` Any chance your friend, Luke, just lost his virginity?''

He's a doctor, back East. He's sending this information pack. Look, I started thinkin' you're goin' bipolar on me or somethin'. Come on, man, BREASTS?!

Looks like you two are gettin' on okay. Should we rack up another game?

You tellin' me this is gon na' happen any time he gets the hots for a girl?

You mean, keep yourself from getting turned on? How're you gon na' do that? You get turned on by two scoops of ice cream.

I'm just sayin'. I mean, you think Larissa, the horse - faced girl's got her good points.

We just need to be alone. We got a big game tomorrow. Sometimes guys just need to hang with the guys, you know? No distractions?

She should be here. It's just weird, two guys alone, one turnin' into a girl.

Come on. It's not like I have n't seen you naked a hundred times. And she's a girl!

Look, I just wan na' get one thing straight. No way I'm gon na' sleep with you.

`` You're so beautiful,'' `` I love your smile,'' `` The English Patient was my favorite movie too.''

Babe, every time I look at you, I get the shivers! I just want to rip your clothes off, and throw you down.

I want to envelop every inch of you, that incredible curve along your side,.

I want to pin your arms over your head, and make mad, passionate.

Oh, give me a break! No way! Max?! They just had a huge fight. He tried to beat the crap out of him!

Oh, come on! I know the guy. We've done all kinds a' shit together : Hoops, hockey!

Oh, - whatever! Christ, Janine! Why the hell would he want to be a girl?!

Oh, Christ, Janine! It means he does n't want to be girl! Like he'd have to think about THAT!

I mean, what the FUCK is goin' on?! You do wan na' be a girl? You're into guys now?

Look, I'm gon na' find my own place, okay? This is gettin' too fuckin' weird for me.

I do n't care. I've had it with all this crap. I mean, you gon na' start hittin' on me next?

Whoa. I guess I really did n't think you were gon na' go this way. Okay. Whatever.

Hang on a sec'. Look, I'm sorry about earlier, - what I said. But all this stuff. Janine and I split up.

All I ever did was piss her off. I'm not sure she even wants a guy. And you think I'm so much better with girls than you, and sure I can get laid anytime I want, but truth is, I never even woulda' hit on her if it were n't for watchin' you.

The way you just talk to'em about anything, like it was okay. I got ta' get her back, man.

It's like the whole world's blown apart. Ah, shit. Man, you havin' tits now is just weird.

Women. God, I'm glad you want to be a guy. You are absolutely sure, right?

Okay, I just do n't want you to think I'm zerophobic, or somethin'.

All I know is, every time you look at Michelle, or think about her, you smile. What the hell else do you need to know?

Oh, Jeremy, I so profoundly do n't care if you're queer. Trust me, around here, that's nothin'!

Jeez. You need trigonometry to figure this thing out. Maybe you're ` bi.'

The best part's just lyin' there after. Really close, really far away.

Maybe being a woman'll turn out okay. Like being an elevated member of the male species.

The truck barrels along through the trees . Luke and Keenan share a joint .Keenan looks over warily , then busts out LAUGHING , then realizes Luke 's serious .They both LAUGH .

A small , run - down service garage , crammed with tires , tools and discarded car parts . Luke 's truck idles in the service bay , billowing smoke . MAX , nineteen , lean , in overalls , with shoulder - length hair and edgy eyes , wipes his greasy hands on a rag . Dripping with masculinity , he swaggers around the truck , chewing gum , wielding a pneumatic torque - wrench , which he occasionally REVS for emphasis .Max considers , sets his baseball cap on the truck fender and SIGHS .Max disappears through a squeaky door at the back . Luke picks up a rag and wipes fingerprints off the fender . He sits , impatient for Max to return . He examines Max 's cap , tries it on . He picks up the torque - wrench , swaggers about , trying to look macho , in the manner of Max . He spins around and REVS the wrench , catching sight of MICHELLE , twenty , watching him from out front in jeans and T - shirt , with warm , confident eyes . Luke swallows , wide - eyed , a deer in headlights . He sets down the torque - wrench .Luke stares , awkward .An SUV pulls up at the gas pump , stuffed with Keenan and OTHER GUYS . CHAD , exuding supreme self - confidence , calls over to Luke as he pumps gas .Luke 's BREATHING grows HEAVIER .Michelle smiles , and walks out through the squeaky door at the back . Keenan approaches .Luke sits , nods ` yes , ' wipes BEADS of SWEAT from his brow .Keenan gives him a high - five . Luke smiles , catching his breath .

I can do the gasket for twenty bucks. But new T - sprocks, for this thing? Two, three hundred, maybe?

No skin off my ass. But a few days, weeks, your whole transmission could blow.

Four hundred seventy - five horsepower. Twenty - eight inch wheels. It's a classic. Let me dig around out back. Maybe we got a used set.

You have to watch my brother, Max. He's sellin' you `` T - sprocks?''

There's no such thing. Last week he sold Mrs. Gustafson a whole set : six hundred bucks. My name's Michelle.

No. She's honest with you, so you bolt? And then what, you wake up feelin' sorry for her?

Amazes even me, a guy's capacity to be a world - class asshole. Fortunately, I'm familiar with the cause.

I always thought `` Luca'' was a guy's name? Italian or something.

Lei sono una bella donna. Amerei per mostrarlo il che inclinando torre di pisa.

I'm way into hockey. I was hopin' Luke could show me the ropes. Is he as awesome as I've heard?

I dropped by your place. Any chance you could give me a few pointers.

You're awesome out there. And according to my sister, you walk on water.

Well, she's cool. Actually, she's hot. I was hopin' maybe you could hook me up.

Yeah, okay. So? Michelle's my sister. You gon na' tell me you would n't like to do her?!

`` Must be a special view, Finding a me with a you, On the inside of love.''

Just tourist stuff. `` I'll have the spaghetti bolognese.'' `` How much for a room?''

Please do n't say you're `` just visiting.'' That you `` need to leave.'' I'm the one who needs to leave.

What's the point? It never works out. Or they just cheat on you anyway.

It's impossible. He was the one person I thought could understand. But no, it's impossible.

Winthrop Hawkins. `` Hawk.'' From this Park Avenue family. He'd know what kind of mushrooms those are, what the best wine is.

You're not s ` posed to say that. That's a total pathetic, loser thing to say. But I'm gon na' take it as a huge compliment.

Okay, two word answers only. Why'd you ask me out in the first place?

There's something I need to talk to you about. - But did I do something wrong?

He knows how to push buttons, huh? What exactly did he say that got you so pissed off?

It's just an act. He likes pretending he's Joe Cool. Always says you got ta' just be whatever you want, and fuck'em if they ca n't take a joke.

No. I ca n't do this. I'm not sure you even know who you are. Much less who I am. Have you ever even had a girlfriend?

Well, if you think my brother's such a `` joke,'' how much better could you think of me? We're not that different, you know?

And he's my best friend. If you do n't like him, you ca n't like me.

`` I wan na know how to go To the inside of love. I ca n't find my way through.''

`` I'm outside of love, To the side or above, I ca n't find my way with you''

Oh, who cares, you idiot! And sorry to break it to you, but I'm straight too.

Well, then congratulations! You're a guy, just like every other guy I ever met! I ca n't believe you slept with him!

Well, that's just perfect. What, is there something in the water around here?!

So what?! Why's that so important to you?! There's no way this was gon na' work.

A small , run - down house . Hockey gear , dirty laundry and Keenan are strewn across the garage - sale sofa . He munches a burrito while watching the game .Keenan leaps up .He races down the hall , sliding on the linoleum . BATHROOM Luke , a towel around his waist , stares at himself in the mirror , horrified .Keenan looks , clueless , a little uncomfortable now .Keenan takes a bite of the burrito in his hand , now mashed .Keenan gives him a look of `` I 'm crazy ? ''

Cheap elegance . Luke and Michelle dine on the patio , strung with far too many white lights .She kicks off her shoe and sticks her bare foot on the table , a TATTOO of a GREEN BIRD on her ankle .She smiles . They sip from their glasses and drink each other in . Luke contemplates a kiss , . but his breathing grows shallow , he GASPS .His face REDDENS . Overheated , Luke tugs at his shirt , brushes SWEAT from his brow .Luke puts his hand on his chest , FEELS something . He stands , puts on his jacket .NEAR THE KITCHEN HYPER - VENTILATING , his arms CLUTCHING HIS CHEST , BEADS OF SWEAT on his forehead , Luke checks the Men 's Room door : LOCKED . He ducks out the service entrance .

By the dumpster , Luke reaches behind his head , WHIPS off his jacket and shirt , and looks down . His eyes GO WIDE .On his chest : FEMALE BREASTS . Two WAITERS come outside for a smoke .Luke peers over the dumpster , down at his breasts , with a HIGH FEVER , and PASSES OUT , slumping to the ground . BEHIND THE DUMPSTER - LATE NIGHT Luke 's eyes open , dilated , disoriented . He 's lying on the ground , shirtless among bits of garbage . He watches bleary - eyed , as a MOUSE peers at him from inside an empty milk carton . The mouse runs over and sniffs at a canteloupe , which triggers Luke 's memory : He GRABS his chest , relieved to find it 's back to normal . He stands , dizzy , surveying the dark , locked restaurant , and staggers across the deserted parking lot toward his truck .

Luke 's Semi THUNDERS along . INSIDE THE CAB Luke stares out in shock . He hears HEAVY BREATHING , MOANS , VOICES .He looks around for the source of the sounds , glances over . RIGHT SIDE VIEW MIRROR in it 's reflection a leering male , stripped to the waist .The HEAD LAMPS of an oncoming car FLASH at him . As he glances out the driver - side window , MUSIC BLARES from the passing car . INSIDE THE CAR A glimpse of what might be an ORGY of BODIES intertwined . The FEMALE DRIVER - GRINS MANIACALLY UP at Luke as the CAR HORN SCREAMS by . Luke CAREENS to one side , glancing at the truck 's LEFT SIDE VIEW MIRROR The car recedes in the distance , but the Female Driver appears CLOSE in the mirror 's reflection , LEERING . She LICKS THE MIRROR from the inside , and disappears . THROUGH THE TRUCK WINDSHIELD Luke stares out , EYES GLAZED .

The decrepit old garage looks as if it may collapse any second . Barbells on the floor . Luke dodges and weaves , slugging a makeshift punching bag . Keenan appears , wiping sleep from his eyes .Keenan recoils at the attitude .Luke punches the bag , harder and faster , a near SEIZURE : ROAD RAGE . He collapses in a heap .Luke considers .

Luke hops down from the truck cab , fixes his shirt and hair , trying to look nonchalant as he rings the doorbell . Hearing something behind him , he turns as Max PUNCHES him in the stomach , knocking the wind out of him .Luke GASPS for air .Max shoves him across the yard .Max sneers , skeptical .They face off .Caught off guard , a smile escapes Max .Luke nods ` yes . 'Luke nods , appreciative .

A tanker truck QUAKES past . Surrounded by fir trees , the eerily empty mini - mart glows with fluorescent junk food . INSIDE MINI - MART Luke stands behind the cash register , leafing through `` The Outdoors Man . '' The CHIME BINGS and SYDNEY enters , early thirties , elegant in thrift - store chic . She 's cool and in control , . at least on the outside . She surveys random candy bars , stealing glances at Luke .Disappointed , she checks her reflection in the freezer door .She SNIPS his hair . Luke pulls away .She CHUCKLES , lays money on the counter .As she leaves , she takes a provocative bite of the popsicle .

Why in the world do guys say `` it sucks'' as if it were a bad thing? I mean, every guy's dying to get a blow job, right? So, you think they'd treat those words with profound respect, like holy scripture. `` What an unbelievable sunset, honey : does n't it just SUCK?,''. `` You won an Olympic Gold Medal?!, that BLOWS!''

It must be great at your age. That river of testosterone coursing through your veins, the damn about to burst! How about we just lock this place up and go for an Olympic Gold?

I love it. Do you think I could cut just a little piece? Match the color? It really `` sucks.''

I'm not. I love it. You really should get rid a' that thing, anyway. I have clippers in my bag.

What's the matter? Do n't you like being touched? Do n't you like being a guy?

May be. But I learned long ago, you ca n't change your true nature, even if it can change you.

Anything happen since we last spoke? Hot flashes? Pressure in your chest?

Denial, denial, denial. Always the first step. Keep him away from that girl.

Chromosomes. Most people have forty - six : Two X if you're a girl, an X and Y if you're a guy. He's got forty seven : An X, a Y, and a Z.

Please. You see that couple over there? I do n't get it. What's he see in her?

Valium. Flexeril. And a shitload of Darvon. You got ta' calm down.

I am a doctor! You breathe one word, anyone else sees him like this, and he's fucked! Pictures all over the net, tabloids, television!

You let me help him, he gets a normal body, lives a normal life. Now, you his friend or not?!

There are no recorded incidents of transmission from physical contact.

He'll be alright. He did n't go all the way. When you fall asleep or pass out, a Z almost always reverts back. It's called a Nocturnal Remission.

In the world? A hundred. A thousand. There's no way to know. It does n't show up in any normal DNA test. It's triggered when you first have sex.

Take it easy. You ca n't rush this. Before anything, you need to try going all the way.

Fine, but I warn you, they've never seen this before. First, they'll try a barrage of antipsychotic medications, surgery, electroshock therapy, - god knows what.

Oh, for Chris' sake! I'm trying to help you. That Z chromosome's not latent anymore! You do n't get control a' that thing, you do n't know when it's going to kick in, what it's gon na' do! You want to end up with three left breasts, behemoth hips and one testicle?!

Now, there's no reason for that to happen. Sorry. You're not the only one who did n't get any sleep. Now, are you going to let me help, or not?

You become Morphescent when you get turned on. You can change all the way when you have an orgasm.

Well, excuse me. Truth is, at this stage, you do n't really need anyone else.

It's a lot to absorb, I know. When you're ready, give me a call. Your first time, you should n't be alone.

No, it does n't work like that. This may sound odd, but I need to know if you're attracted to me.

Okay, calm down. This could be a problem. Right now, you can go either way anytime you want. It's a very special and critical time for a Z, something you'll experience only once in life.

You need to use this incredible opportunity you've been given, to figure out which you're supposed to be : male or female.

Yes, well, the thing is, sometimes your desires can conflict with your desires. It's important to know for sure.

Why're you so resistant? If the truth is, you want to be a guy, great, but if not.

Well, clearly some part of you feels differently. You could n't change if you did n't want to.

That's the thing about the truth. It'll set you free, but first it can really piss you off.

I will, the moment you're ready to try again. You can come back to my place right now if you want.

Well, it's very sexy. I love men's clothes. What else have you got in your closet?

He should have full control over this now. Something must be really confusing him. The only thing I can think of.

When he became Luca, was he attracted to one of you? You can get really thrown by that. Janine?

Whoa! HANG ON! Right now, Luke needs your help. He needs to know you're behind him, no matter what he wants.

Bottom line? Maybe Luca really likes this boy, - enough to want to be female.

And once you finally figure out who you are, it's a horrible thing not being yourself. That's why it's crucial we help Luke.

I do n't know. But I believe there may be thousands of Z's out there, millions for all we know, go their whole lives without even knowing they are one. Nothing ever happens. You could n't keep it from happening.

I think whatever part of yourself you deny, just gets bigger and bigger until it takes you over.

I think for some, making it stop is more important than knowing who you are. It was for me.

Right now, you're Morphescent. The key is to have sex with another Z. You become Adulmorphic. Your gender locks. You ca n't just change anytime you want.

Thought maybe I could save you some distress. But you say you're not attracted to me. For it to work, both of us have to be into it.

And multiple o's. Actually, male Z's have multiple o's too. Been so long I nearly forgot.

Okay, to be honest, I'm relieved you sorted this out. My conscience would have bothered me for decades if we'd just gone ahead without you being certain.

`` Stay a guy?'' Let me get this straight. You did n't decide to be a woman?

You've never done it with another Z. Trust me, you need to be tied down.

When two Z's do it, the lateral hypothalamus gets completely overwhelmed,.

Acres of yellowing corn surround a dilapidated farmhouse converted into a pool hall . The windows glow from warm lights inside . Parked along the gravel driveway are pickup trucks , cars , and Luke 's Semi . INSIDE POOL HALL Smoke , ROWDY MUSIC and the CLACK of cue balls . Keenan and Luke snake their way through the pool tables .Keenan looks over at Sydney , finishing off a bourbon . RENTAL COUNTER Janine and Michelle check out a rack of billiard balls from the worldly British owner , POLLY . She runs the place like a wild west saloon , with such ease and confidence , it suggests there may be a shotgun under the bar .Polly moves off .Janine whispers in her ear . Michelle 's jaw drops open , scandalized . They LAUGH . AT THE BAR Luke hands his keys to JEREMY , the handsome bartender , in exchange for a full pitcher of beer .Sydney saunters up .Sydney glances around , talks quietly .Luke pales .Luke gives Keenan the evil eye .The little remaining color in Luke 's face now drains away . He shakes his head ` no . 'Luke moves off , sloshing beer . Sydney sighs .POOL TABLE Janine and Michelle select pool cues .Michelle LAUGHS .Luke rejoins them with the pitcher of beer , glancing back toward the bar . Keenan comes too , with a look of concern .Keenan steals glances at Luke , trying to sort it all out .Luke nods . AT THE BAR Sydney sits at a bar stool , keeping an eye on Luke and Michelle . Jeremy lays out a cocktail napkin , speaks with a slight Texas drawl .POOL TABLE - LATER Now alone with Michelle , Luke lines up his cue stick , then catches Michelle 's admiring eyes . She smiles , glances over at Keenan and Janine , making out by the jukebox .Luke peers over the corner pocket , and watches Michelle shoot and sink the ball .Luke sneers , not his favorite compliment .He smiles .They LAUGH .The electricity between them charges the air . Luke maneuvers himself closer .Luke takes his shot , . and KISSES HER . The ball ricochets off the back , across the table , and sinks in the pocket at the side . AT THE BAR Jeremy looks on , aroused . Sydney squints , dismayed , barely able to watch .POOL TABLE Keenan and Janine rejoin Luke and Michelle , all four elated .Luke racks up the balls as Michelle lines up the cue .Before Keenan has lifted the wooden triangle rack , Michelle HAMMERS the cue ball . It CRACKS off the rack , ROCKETS off the table , . and CANNONBALLS Luke in the CROTCH . Keenan , Michelle , and Janine ALL GASP . They CRINGE , poised , waiting for Luke to react .Luke picks the cue ball up off the floor and sets it on the table . He sees them watching him .Surprised , they return to the game . Michelle lines up the cue ball again , as Luke considers , . with a slow - dawning realization that something , somehow , just is n't right . He casually touches his hand to his pants . He pales slightly .He looks to Keenan for help . AT THE BAR Sydney watches as Keenan and Luke cross the hall toward the back . She flags Jeremy .OUTSIDE MEN 'S ROOM Luke tries the men 's room door , locked .Keenan opens another door that leads them into a store room . Luke follows , with a look of concern . INSIDE STORE ROOMLuke unzips and gently digs in his trousers . He looks down , SHUDDERS , .Luke 's face CONTORTS , terrified .Luke shakes his head `` no , '' points toward his crotch , GASPS , barely able to make a sound .Keenan gives him a look , repelled , perplexed .then takes a look , . His EYES GET HUGE .Sydney BURSTS in with the bottle of bourbon .Luke , slack - jawed , keeps checking himself . Each time the horror of it grows more intense .Sydney uncaps the bourbon and drops capsules in from a prescription bottle .He and Sydney have to yell to hear over Luke 's escalating MANTRA .Sydney GRABS Keenan , SHOVES him against the wall .Keenan nods that ` yes , he is . ' Sydney releases him .Luke 's eyes glaze over . He weaves , losing his balance .Sydney helps Luke FLOP DOWN on the floor . He passes out .Keenan approaches Luke , then steps back .Keenan grabs the bourbon - Darvon concoction from Sydney , wipes the rim of the bottle just in case , then takes a big swig .

Nice to meet you, darling. I hope you'll find not too many rules here, and the drinks not too dear.

You've been staring at him all night. You got a thing for him, or what?

Yes, he's a Michelangelo. And the sweetest boy in the world. Sorry, darling, I'm afraid you'll find he's not your type.

Liverpool was a veritable shagfest when I was your age. A boulevard of broken hearts. But eventually, I found him.

Everything reminded me of him. So, I came here, half way round the world to forget. Then created this place, just like the one where we met.

Everyone's terrified. But once you really know someone, and they know you, it makes you whole.

On a corner table sits high - tech laboratory equipment . Keenan and Luke gulp beers , still in shock . Luke keeps one hand down his pants for reassurance .Keenan looks over at Luke .Luke glares at him .Luke and Keenan swallow , wide - eyed at the prospect . Sydney calms herself down .Sydney wearily sips a highball . She looks to Keenan for help . Keenan flashes the international sign for jacking off .

A deserted , hilltop cemetery . Luke sits on the manicured lawn , across from a gravestone with vestigial images of brightly colored smiley - faces and fish .He bounces a soccer ball against the headstone .Luke paces nervously .He glances at a burial ceremony , half - mile away .A hushed voice .

Keenan and Luke spar on roller blades , hockey sticks in hand . Luke WHACKS the hockey puck with such intensity , it may land on Mars .Luke glares at him .Michelle and Janine ride up on their bikes .Luke smiles , his face REDDENS .Luke smiles , nods , followed by a look of PANIC .He ducks away .Janine gives him a look of `` What the hell are you talkin ' about ? '' Keenan stares back , PLEADING . Janine relents , despite herself .BEHIND STACKS OF LUMBER Luke leans against the logs , wipes sweat from his brow , and realizes . SOMETHING 'S HAPPENING AGAIN . Panicked , he grabs his crotch , feels it , Everything 's normal . Or is it ? He frantically unbuttons his shirt and peers inside , . He slumps back against the logs , WAVES OF RELIEF .

Luke storms through the house , trying to evade Janine , who enthusiastically follows . Keenan traipses after .Realizing she just handed him the perfect straight line .Luke goes in the bedroom , SLAMS the door . Keenan and Janine take up residence outside . Janine tries to peek through the keyhole , beneath the door .LATER Janine keeps an ear held close against the door .Keenan and Janine exchange a worried look . INSIDE THE BEDROOM Now approaching the mirror , in awe , . gently raising a hand to touch the exquisite FEMALE FACE reflected there , stands a real female , an absolutely FEMALE LUKE . OUTSIDE THE DOOR Janine knocks .The door opens , revealing Female Luke , wrapped in a sheet . Keenan clutches Janine . They STARE , AT A TOTAL LOSS , INCREDULOUS .Female Luke speaks , with an unmistakably female voice .Female Luke hesitates .Female Luke shyly parts the sheet , revealing her stunning naked torso .Female Luke checks herself out in the mirror .Keenan and Janine sit on the edge of the bed , in shock .Keenan , afraid to answer , looks to Janine . They both have the same reaction .Keenan keeps his distance from Luke , embarrassed , if turned on .Keenan looks at her shocked .Keenan 's speechless . Female Luke ca n't stop gazing at herself in the mirror .Janine rolls her eyes , as she and Keenan back out of the room , their eyes locked on her amazing body . OUTSIDE BEDROOM - LATER Janine and Keenan are sprawled on the nearby couch . Luca opens the door .Janine and Female Luke both roll their eyes . Female Luke swings the door shut . The DOORBELL CHIMES .FRONT DOOR Janine throws it open , Max stands outside .Female Luke comes out of the bedroom , wrapped in a sheet .She stops in her tracks , stares at Max . Max stares back , intrigued .Female Luke nods ` okay . 'Janine , Keenan , and Female Luke are momentarily speechless .Keenan and Luca GLARE at Janine . Max gazes at Luca , spellbound .Luca wraps herself more tightly in the sheet .His eyes fixed on Luca , he smiles .Max gets fluid , scanning the room for a toehold , infatuated by Luca . He seizes on a hockey stick .Janine ushers Max out the door and shuts it on him . Luca ducks into the bedroom , shuts the door . INSIDE BEDROOM Luca at the window , peers out between the curtains , watching , as Max walks away . OUTSIDE THE HOUSE As Max gets to the end of the driveway , he stops and turns back , sporting a charming smile . INSIDE THE BEDROOM Luca jumps away from the window , smacking into Janine .Luca just stares back at her , nonplussed .OUTSIDE BEDROOM Janine emerges from the bedroom to join Keenan . He looks up at her , questioning .OUTSIDE BEDROOM DOOR - LATER Keenan and Janine sprawled out , leaning against the door , half - eaten pizza between them on the floor , WEARY . BUZZING emanates from inside the bedroom .Keenan and Janine PERK UP .Keenan finds this particularly unsettling .Keenan gives her the evil eye .Inside the bedroom , the BUZZING STOPS .OUTSIDE DOOR Keenan grabs the last bottle from his six - pack .Keenan flips the TV remote , disturbed . INSIDE THE BEDROOM Luca sits on the edge of the bed , frustrated .Luca considers , she goes over to the window , peers out momentarily , then draws back . OUTSIDE THE BEDROOM Janine lies down on the floor .Spread eagle , eyes closed , she fantasizes , as she directs .Keenan glances over , taken aback at her tone .Keenan watches , getting turned on .Keenan lunges for Janine .They 're kissing , ROLLING AROUND TOGETHER now , .They roll on the floor , clothes torn .Keenan and Janine RECOIL . Whether agony or ecstasy , it 's a frightening sound . The door opens . Luke stands in his shorts , ALL MALE .

I mean, if I were n't a hundred percent sure which I'm s ` posed to be. If you had to say.

She's not gon na' want some guy who thinks maybe he's supposed to be a girl sometimes.

You're tellin' me,'cause you're straight as a girl and I'm straight as a guy, we can screw and switch, but.

She told me it would make it stop. That it would keep me from turning into a girl.

Shut up! Both of you! What, you want a written guarantee? You're so damn lucky! You're into him, he's into you. Super - glue! What the hell else do you need to know?

I do n't know. I prefer being a guy, but I'm a girl? I'm attracted to Max, but I'm in love with Michelle? It's like I'm s ` posed to be both.

I know she does n't want to talk to me. But do you know where I can find her?

I wanted to apologize to her. Forget it, I do n't know,. Obviously, nothing's gon na' ever be with me and her, but I just wish she knew how much I, - and that I was n't cheating, I was just trying to be a man for her.

If you talk to her, please just tell her, I'm sorry, and I wish her the best,. everything.

Truth is, I am. And I guess it sounds crazy, but I could n't do that to Michelle.

Sydney makes her way through a barbed - wire fence , past a `` No Trespassing '' sign . A lone DOG HOWLS in the distance . Life - size replicas of Greek Gods , Venus and David , all face one way in the mist . Their cold stone bodies press up against each other ; nude , indifferent . A figure peers out between the statues in a long black coat , a baseball cap over his eyes : Luke .Sydney smiles , nods in agreement .Sydney moves to leave .Sydney turns to leave .

Bikes and SUV 's outside the shut down mill . Abandoned timber surrounds an asphalt clearing . Luke , Keenan , Chad , Jeremy , and OTHER GUYS in the midst of a friendly , if brutal roller hockey game . Luke glances over and spots Max high up on a pile of logs , cheering them on . Jeremy passes the puck off to Luke who drives it MANIACALLY to score the winning GOAL . The Guys CHEER .AFTER THE GAME The guys gather up their belongings near the cars . Luke sits on the running board of his truck , unlacing his skates . Max comes over .Luke grunts , a smile .Luke SHOVES Max , who SHOVES him right back .Luke lunges for him . They go at it , wrestling FIERCELY . Max gets the upper hand , and pins Luke down to the ground . Luke surges with RAGE , breaks free . Grit teeth , ripped clothes , they roll on top of each other , two rabid pitbulls . Keenan and the Other Guys rush in , pulling them apart .Luke breaks free of the guys , and moves off .

Sydney stands at the bar with a cup of coffee , chatting with Jeremy .Jeremy smiles , unsure what she means . When Polly approaches , her eyes a little red , Jeremy pulls her aside .She puts a hand to his cheek , reassuring . Jeremy ducks behind the bar .Keenan and Janine enter .Janine glances to Keenan , as his eyes GO WIDE , grossed out .Janine and Sydney exchange a knowing look .Janine nods .Sydney pulls out a SNAPSHOT , shows it to Janine .She and Keenan keep staring at the photo .Janine nods , grasping the significance . Keenan keeps looking from the photo to Sydney and back again .

Luke sits , waiting on the steps of a campus dormitory . Janine approaches , grinning , carrying a box tied with a bow . Keenan trails behind , straddling his bike .Janine hands him the box . Keenan sneers , cringes .Luke opens it , pulls out a BLUE DRESS .Luke HURLS the box out to the curb . Keenan gives him a thumbs up !Janine walks over to pick up the box .Janine storms off with the box .Keenan picks up his bike , gets on .Keenan GRINS , rides off .UP THE WALKWAY Luke passes a sidewalk trash can and notices the gift box mangled inside . Glancing around to make sure no one 's watching , he pulls the dress out , brushes off some dirt . He shoves it back in the trash , stares at it .

Luke kneels on the floor , stocking candy shelves . The CHIME BINGS . He peers over the aisle , looks around , no one in sight . Michelle appears by the soda dispenser , wary of him .As they talk , Michelle maneuvers to get closer . Luke maneuvers to keep his distance .They gaze at each other across the magazine rack , a mountain range of silence between them , .They stand silent , beneath the hum of fluorescent lights .Luke 's surprised and embarrassed by his own words . Michelle steps away , confused .She exits . MINI - MART - LATER Luke kneels in the aisle , stocking shelves , distracted , fidgety , distressed . He glances up at the magazine rack . A Female Fitness magazine catches his attention . The BEAUTIFUL COVER model seems to MOVE . He stares at it : no movement . Luke approaches the rack , and flips over the magazine cover . As he steps away , he glances back at the rack , CELEBRITY MAGAZINE COVER The ADONIS on the cover comes to life . He rips off his shirt as he moves off one magazine cover and into another , where he passionately kisses the BIKINI - CLAD COVER MODEL . MAGAZINE RACK THE MODELS AND OTHERS on half a dozen covers begin stripping down , moving to other magazines and making out with each other all across the rack . OUTSIDE THE MINI - MART The windows glow among the dark trees . Inside , Luke rips up covers , HURLING magazine after magazine across the floor . INSIDE BATHROOM - LATE NIGHT Michelle leans against the shower wall , staring at the spray of water , upset . Steam rises , filling the bathroom . She begins SINGING , longingly , .Washing herself , behind the shower curtain , the timbre of her singing voice mysteriously shifts . As her hand turns the shower faucet , it changes .A glimpse of her shoulder behind the shower curtain , grows more muscular , and her voice begins LOWERING IN PITCH , . as MICHELLE BECOMES MAX .Max steps out of the shower , and towels off in the mirror .

A persistent KNOCK on the door . Sydney pulls on a robe over a pair of men 's boxers , wiping sleep from her eyes . She swings the door open . Luke stands outside in POURING RAIN .BY THE FIREPLACE Sydney pours hot tea .Luke nods sadly .

Morning dew . Acres of empty grass . Luke sits at the top of a hill by his dad 's grave .He stares up at the sky .He tugs out hunks of grass .A tear rims his eye .

Department store shopping bags and boxes are strewn across the bed . Sydney checks herself out in the full - length mirror . A man 's gray tuxedo jacket over lingerie .

The giant work floor of the abandoned mill . Sunlight beams through holes in the roof . Max , on roller blades , practices guiding the hockey puck along the floor . He stops when he notices the figure watching him from outside the giant metal doors : Luca in the blue dress , on roller blades , hockey stick in hand .LATER Luca demonstrates hockey technique , expertly guiding a hockey puck through an obstacle course of broken equipment , timber , and sawdust piles . All the while , she dodges Max 's attempts to steal the puck . Max finally gets it , which riles Luca . She hip checks Max . They swerve to avoid a pipe , crash - landing on top of each other on a sawdust pile . They bust out LAUGHING .Luca pulls away from Max , suddenly self - conscious that Max 's leg is on top of hers . Awkward from the broken connection , they gaze up at the blue sky through a hole in the roof .Max leans over and KISSES Luca . She responds , tentatively at first , then as she grows more confident , . her face REDDENS , she GASPS . Luca pulls back , self - conscious , confused . She brushes sawdust off her dress , stands .Looking up , Luca sees Keenan , staring at them from across the floor , incredulous . Keenan exits out through the giant doors .Max stands , brushes off the sawdust .Max skates off across the giant shop floor .

The Semi Truck is parked alone in the middle of the asphalt . From inside the cab , the blue dress flips over the rolled down window . ACROSS THE PARKING LOT Keenan leans against a tractor , rolls his eyes , and twists open another beer , which he gulps . AT THE TRUCK Luke hops down from the truck cab wearing Langford U. sweats and a T - shirt . Keenan sits on the running board .Keenan downs his beer , pensive . He crushes the can and hurls it , SMACKING a garbage can .Suddenly uncomfortable sitting so close to Luke , Keenan stands .Keenan picks up his bike .Keenan shrugs .Keenan rides off , leaving Luke shell - shocked .

Sydney wears a stunning black silk evening gown . Small Greek statues now adorn the room .Sydney pops a cork and pours herself and Luke glasses of champagne . A toast .They drink .AT THE BED Luke and Sydney begin undressing .Sydney takes this in , considers , .Sydney , realizing her mistake , regroups : Plan B.She retrieves some ROPE .BEDSIDE TABLE - LATER The alabaster eyes of a small Greek Statue stares blankly in the direction of the CARNAL SOUNDS coming from the bed , OFF SCREEN .The chiseled eyes of a two - foot Statue of David , blankly stare .Luke 's voice begins RISING IN PITCH .The SOUNDS ESCALATE , growing increasingly more INTENSE , culminating in the extraordinary , never before heard , SOUND OF ZYTUSIONAL CLIMAX .Silence . MIRROR - LATER A great - looking , bare - chested guy with Sydney 's hair appears in reflection : MALE SYDNEY . Behind him , still strapped to the bed , is now Luca , a GAG in her mouth . Male Sydney carries a phone while fussing with his hair in the mirror .Luca MOANS , STRUGGLES VIOLENTLY !Male Sydney clicks the phone off .Male Sydney returns to dressing , a ribbed tank beneath a gray Italian tux .He gazes at Luca , a pang of guilt . He sits on the bed , speaks softly .Luca stares , distraught .The entire bed LURCHES back and forth as Luca struggles . Male Sydney winces , pangs of guilt , which turn to anger .LATER Luca lies alone in the room , bound and gagged on the bed . A KNOCK at the door . Luca MOANS and tries to YELL through her gagged mouth . The KNOCK PERSISTS . SIDE WINDOW The ivy parts and Keenan peers in . His eyes GO WIDE . He pushes the window open a little , whispers .Luca MOANS and struggles against the ropes .Keenan sits on the edge of the bed . Luca MOANS trying to get Keenan to remove the gag .Luca stops struggling , shocked .Keenan climbs on top of Luca , starts untying her hands , straddling her .With Herculean effort , Keenan struggles to hold back tears .

I hear you're the best. Yes, it's an emergency! Please. Or I'll have to cut it myself.

Now, you look me in the eye, and tell me that was n't the best sex you ever had.

You can have all my clothes. Oh, and I just bought these incredible Anna Felucci pumps.

Okay, I was n't completely honest with you, but I never lied either. It stopped. That is what you wanted. You're Adulmorphic now. The only way to switch is to do it with another Z.

I know you do n't believe me, but this is the right thing for you. Eventually, you'll figure that on your own. But I could tell it was just gon na' take way too long!

Oh, for Chris' sake. Being a woman does n't make you any less of a man!

Damnit! I ca n't live my whole LIFE wrong'cause of one stupid mistake! I'm a man! I love havin' this chest, these arms! But most of all,.

Welcome home, boys! Hang in there, I'm takin' you out for a SPIN!

That's why I became a woman in the first place. I could n't handle it. Figured if I was female, it was okay to like guys.

'cause you're straight as a girl, and I'm gay as a guy, even if we do it.

In my world the Kinsey scale's three - dimensional, but trust me, girls do nothing for me. Zilch!

The truck THUNDERS along through the trees , head lamps BLAZING , dashboard lights bright . Keenan 's at the wheel .Luca indicates ` no . '

Students gather outside the farmhouse pool hall . Male Sydney spots his prey , and approaches Jeremy , who hangs out alone on the grass near a small bonfire . The firelight licks their faces .Jeremy LAUGHS , glances around , unsure what to make of him . INSIDE THE SEMI The truck CAREENS around a CURVE .Luca considers .They drive in silence .Luca glares at him . Keenan realizes his mistake .The truck ROARS on .

As Janine looks on , Male Sydney moves in for the kill .Sydney tugs at his T - shirt .GRAVEL PARKING LOT Keenan and Luca hop down from Luke 's truck , scanning the crowd . Janine waves to Luca and points across the way . Luca nods .They stride across the field . BEHIND THE BARN Male Sydney shoves Jeremy passionately against the wall .Keenan and Luca appear around the corner .Keenan reaches them first . He wrenches Male Sydney and Jeremy apart .Luca catches up and TACKLES Male Sydney , throttling him on the ground .They pull Male Sydney toward the barn door .Jeremy moves off , wide - eyed and disturbed .Male Sydney shakes his head ` no . 'Keenan 's confused .Keenan RECOILS .Luca notices Michelle standing nearby .Keenan and Luca realize that she 's Luca right now , not Luke .Michelle moves off . ALONGSIDE THE BARN Luca runs up .Luca stares , stunned .Michelle gestures `` Oh really ?! ''Michelle stares , incredulous .She glances back , sad and angry . Luca watches her go , distraught , and then RUNS . ATOP A GRASSY HILLSIDE Luca collapses on the ground , overlooking Polly Wog 's . Janine and Keenan run up , a few yards behind . They sit nearby , catching their breath , unsure what to say . Luca gazes up at the moon .They all three gaze up at the moon . Keenan steals a glance at Janine .Janine glares at him , and Keenan winces .Janine looks to Keenan with a look of remorse , hopeful .They kiss .They look to Luca surprised , . then all three bust out LAUGHING .Her own admission surprises her .She almost laughs , sad , but relieved .

The place is cleared out , save for Polly cleaning up behind the bar and Max , alone , shooting pool .Max shrugs .Max nods , sets up a new rack .She sinks the cue ball in a corner pocket .Polly 's confused , but presses on .Max puts the cue stick down , and moves off . Polly calls after , .

Max slides out from under an old car . Seeing Luca , he hardens , wiping his greasy hands on a rag .Max returns to his work .Luca ` nods ' , not fully understanding Max 's response .Max walks toward the back , then YELPS , wincing .Max sits on a crate , starts untying his boot .Luca moves off , as Max removes his boot , and his sock .Luca stares at Max , and then down at his ankle , at the TATTOO OF A GREEN BIRD . Max meets her eyes , and it finally dawns on Luca , standing , in shock , and now putting it all together , she LUNGES for him , nailing him to the ground , kissing him . She RIPS Max 's T - shirt as they fall to the asphalt , knocking over oil cans . Passion . Unbridled . IN THE PARTS YARD Luca manhandles Max , shoving him against a pile of huge tires , as Max 's face transforms . BY OLD RADIATORS Michelle slams back onto the crabgrass . She pulls Luca toward her as Luca 's face transforms into Luke . BY DISCARDED TRUCK CHASSIS Luke and Michelle roll on the crabgrass , kissing , TRANSFORMING as they roll , into Luca and Max and Michelle and Luke and Luca - or was that Max ?

White gauze curtains billow in the morning breeze . The sun 's first rays light up the down comforter and white pillows . Michelle stirs slowly , then BOLTS AWAKE . She grabs Luke , a vise grip around his torso . He awakens , groggy .Michelle bites her lip , embarrassed , releases him .He smiles .She nuzzles him playfully . Luke glances at the clock , MOANS .He smiles , folds into her . FADE OUT

BLACK SCREEN SUPER : New Line Cinema Presents SUPER : A Wingnut Films Production BLACK CONTINUES . ELVISH SINGING . A WOMAN 'S VOICE IS whispering , tinged with SADNESS and REGRET :SUPER : THE LORD OF THE RINGS

`` I amar prestar sen : han mathon ne nen, han mathon ne chae. a han noston ned wilith.''

The world is changed : I feel it in the water, I feel it in the earth, I smell it in the air. Much that once was is lost, for none now live who remember it.

Three were given to the Elves, immortal, wisest. fairest of all beings.

Seven to the Dwarf Lords, great miners and craftsmen of the mountain halls.

And Nine. nine rings were gifted to the race of Men who, above all else, desire power. For within these rings was bound the strength and will to govern each race.

In the land of Mordor, in the fires of Mount Doom, the Dark Lord Sauron forged in secret a Master Ring to control all others.

and into this Ring he poured his cruelty, his malice and his will to dominate all life.

One by one the Free lands of Middle earth fell to the power of the ring.

A last alliance of Men and Elves marched against the armies of Mordor.

On the slopes of Mount Doom they fought for the freedom of Middle - Earth.

It was in this moment. when all hope had faded, that Isildur, son of the king, took up his father's sword.

Sauron, the enemy of the Free Peoples of Middle Earth, was defeated. SAURON'S ARMOR clatters to the ground. His body

The Ring passed to Isildur. who had this one chance to destroy evil forever.

But the hearts of Men are easily corrupted. And the Ring of Power has a will of its own.

And for two and a half thousand years the Ring passed out of all knowledge.

The Ring came to the creature Gollum, who took it deep into the tunnels of the Misty Mountains.

And there, it consumed him. A RASPY VOICE mutters in the half light.

The Ring brought to Gollum unnatural long life. For five hundred years it poisoned his mind. And in the gloom of Gollum's cave.

Darkness crept back into the forests of the world. Rumor grew of a Shadow in the East. whispers of a nameless fear. And the Ring of Power perceived. its time had now come. It abandoned Gollum.

For the time will soon come when Hobbits will shape the fortunes of all.

Let me risk a little more light. Gandalf taps his staff. for a brief moment a light

your coming to us is as the footsteps of doom. You bring great evil here, Ringbearer.

The Quest stands upon the edge of a knife. Stray but a little and it will fail, to the ruin of all. Yet hope remains while the company is true.

Do not let your hearts be troubled. Go now and rest for you are weary with sorrow and much toil. Galadriel's eyes turn to Frodo. her voice fades.

Welcome, Frodo of the Shire. CLOSE ON : FRODO looks at GALADRIEL. SUDDEN INSERT : GALADRIEL as she is on the other

Will you look into the mirror? Frodo looks with apprehension at the silver basin.

Even the wisest can not tell for the mirror shows many things. things that were. things that are. and some things that have not yet come to pass.

I know what it is you saw. for it is also in my mind. It is the future, Frodo. It is what will come to pass if you should fail.

The fellowship is breaking. It has already begun. He will try to take the ring. You know of whom I speak. One by one, it will destroy them all.

You offer it to me freely. I do not deny that my heart has greatly desired this.

In place of the Dark Lord, you would have a Queen, not dark, but beautiful and terrible as the Dawn. Treacherous as the Sea! Stronger than the foundations of the earth. all shall love me and despair! Frodo takes a step away from Galadriel.

I will diminish and go into the west and remain Galadriel. Frodo's confidence drains away.

You are the ring - bearer, Frodo. to bear a ring of power is to be alone. This task was appointed to you, and if you do not find a way, no one will.

Farewell, Frodo Baggins. I give you the light of Earendil, our most beloved star.

May it be a light for you in dark places, when all other lights go out.

IMAGE : FLICKERING FIRELIGHT . The NOLDORIN FORGE in EREGION . MOLTEN GOLD POURS from the lip of an IRON LADLE .IMAGE : THREE RINGS , each set with a single GEM , are received by the HIGH ELVES - GALADRIEL , GIL - GALAD and CIRDAN .IMAGE : SEVEN RINGS held aloft in triumph by the DWARF LORDS .IMAGE : NINE RINGS clutched tightly by the KINGS OF MEN . as if holding - close a precious secret .FADE TO BLACKFADE UP : An ancient PARCHMENT MAP of MIDDLE EARTH . moving slowly across the MAP as if drawn by an unseen force the CAMERA closes in on a PLACE NAME . MORDOR .TEASING SHOTS : SAURON forging the ONE RING in the CHAMBERS of SAMMATH NAUR .IMAGE : The ONE RING reflecting FIERY LAVA ! FIRE WRITING emerges on the plain BAND OF GOLD .IMAGE : THE ONE RING falls through SPACE and into flames .IMAGE : A GREAT SHADOW falls across the MAP . closing in around the realm of GONDOR . IMAGE : SCREAMING VILLAGERS , MEN , WOMEN , AND CHILDREN , RUN from their homes , pursued by ARMIES OF HIDEOUS ORCS .FADE TO BLACKFADE UP : ISILDUR , son of the KING OF GONDOR , leads an ARMY ACROSS the PLAINS OF DAGORLAD .TEASING SHOTS : THE BATTLE OF DAGORLAD . THE ELF LORD , ELROND , commands rank after rank of ELVEN ARCHERS . ORCS RETREATING before the ARMY of the LAST ALLIANCE . ELENDIL holds aloft the great sword . NARSIL !IMAGES : THE HUGE , DARK FIGURE OF SARURON , bearing the ONE RING on his finger , looms over the field of battle .IMAGE : SAURON lays waste to the armies of the LAST ALLIANCE . With desperate courage , ELENDIL leads a charge . THE BLACK MACE OF SAURON LASHES OUT ! IMAGE : ELENDIL 'S body falls like a crumpled rag doll . IMAGE : ISILDUR cradles the body of his father in his arms . The SHADOW OF SAURON falls over him .ISILDUR snatches up the BROKEN BLADE OF NARSIL . The BLADE severs SAURON 'S FINGERS . AND THE ONE RING FLIES from his body .GONE . VAPORIZED ! CLOSE ON : ISILDUR picks up the SEVERED FINGER and removes the ONE RING . transfixed !IMAGE : GLADDEN FIELD . ISILDUR leads a small column of men through DARKENING WOODS . the ONE RING glinting on a CHAIN around his neck .SUDDENLY ! ARROWS FLY ! They are ambushed by ORCS . ISILDUR SCREAMS ! FADE TO BLACK FADE UP : ISILDUR MATERIALIZES UNDER WATER . as THE RING slips slowly from his finger . Ripples of LIGHT play across ISILDUR 'S PALE FACE . he is DEAD .IMAGE : THE RING falls through the MURKY WATERS of the RIVER ANDUIN .FADE TO BLACKFADE UP : The waters of the ANDUIN RIVER lie dark and undisturbed .IMAGE : SILT SWIRLS . A THIN WHITE HAND reaches down . grasping the RING .IMAGE : THE THIN WHITE HAND opens to reveal one ring .IMAGE : MIST SHROUDED MOUNTAINS .IMAGE : THE GLOOM of a MOUNTAIN CAVERN . a MURKY POOL of WATER . in the DARKNESS the SHADOWY OUTLINE of an EMACIATED FIGURE .FADE TO BLACKFADE UP : Bathed in COLD MOONLIGHT , the WORLD lies DARK and STILL . the unsettled quiet before the storm .SLOW MOTION : unseen by its KEEPER . THE RING falls to the MUDDY FLOOR of a MOUNTAIN TUNNEL .FADE TO BLACK IMAGE : FUMBLING in the dark , a SMALL HAND closes over the RING .A YOUNGISH LOOKING BILBO BAGGINS peers down at what lies in his hand . PERPLEXED by what he has found .SUDDENLY ! A VOICE SCREAMS . ITS ANGUISH RINGING through the COLD , DANK TUNNELS .Frightened Bilbo quickly POCKETS the ONE RING and hurries on . WIDE ON : THE CAMERA SOARS AWAY FROM THE MOUNTAINS . MOVING FASTER AND FASTER . THEIR DARK GREEN FORESTS AND JAGGED WHITE PEAKS RECEDING INTO THE SHROUD OF MISTFADE TO BLACK

No, thank you! We do n't want any more visitors, well wishers, or distant relations.

Tea? Or maybe something stronger. I've a few bottles of the Old Winyard left, 1296. a very good year, almost as old as I am. It was laid down by my father. What say we open one, eh?

I was expecting you some time last week. Not that it matters, you come and go as you please, always have done, always will. You've caught me a bit unprepared, I'm afraid. we've only got cold chicken, bit of pickle, some cheese here. ooh, no, that might be a little risky.

Er, we've got raspberry jam and apple tart. got some custard somewhere. Not much for Afters, I'm afraid. Oh no. we're alright. I've just found some sponge cake. Nice little snack. Hope it's enough.

I've got to get away from these confounded relatives, hanging on the bell all day, never giving me a moment's peace. I want to see mountains again. mountains, Gandalf. and then find somewhere quiet where I can finish my book. Oh, Tea!

` Course he does, he's a Baggins. not some block headed Bracegirdle from Hardbottle!

I know. He'd probably come with me if I asked him. I think, in his heart, Frodo's still in love with the Shire, the woods and the fields. little rivers. Bilbo stands gazing out of the kitchen window.

I know I do n't look it, but I'm beginning to feel it in my heart.

I feel thin. sort of stretched, like butter scraped over too much bread. I need a holiday. a very long holiday and I do n't expect I shall return. in fact, I mean not to.

So, there I was. at the mercy of three monstrous trolls. Have you ever heard of a troll? Do you know what a Troll is? Great big nasty twenty foot high smelly things. and they're arguing. arguing about how they were going to cook us!

Whether it be turned on a spit or minced in a pie or whether they were going to sit on us one by one and squash us into jelly! But they spent so long arguing the whether - to's and why - for's that the sun's first light crept over the top of the trees. and turned them all to stone!

Dragon? Nonsense. hasn1t been a dragon in these parts for a thousand years!

My dear Bagginses, and Boffins, tooks and Brandybucks. Grubbs, Chubbs, Hornblowers, Bolgers, Bracegirdles and Proudfoots.

Today is my one hundred and eleventh birthday. Yes, and alas. Eleventy - one years is far too short a time to live among such excellent and admirable Hobbits! Tremendous outburst of approval!

I do n't know half of you half as well as I should like ; and I like less than half of you as well as well as you deserve.

I have. things to do and I have put this off for far too long. CLOSE ON : BILBO'S knuckles turn white as he tightens his grip on the small object behind his back.

I regret to announce, this is the end. I am going now. I bid you all a very fond farewell! Bilbo looks across at Frodo, hesitates. then.

Yes, yes, it's in an envelope. over there on the mantelpiece. Gandalf frowns at the empty mantelpiece. Bilbo suddenly feels his waistcoat with a look of guilty surprise.

No, wait. It's here in my pocket. Is n't that. is n't' that odd now? Yet, after all, why not? Why should n't I keep it?

Well, no. and yes. Now it comes to it, I do n't feel like parting with it. It's mine. I found it. It came to me!

Well, if I'm angry, it's your fault! It's mine. My own, my precious.

So? What business is it of yours what I do with my own things? Bilbo's voice, shape and manner have suddenly changed.

I've thought up and ending for my book. `` And he lived happily ever after to the end of his days.''

it's a dangerous business, Frodo, going out your door. you step onto the road, and if you do n't keep your feet, there's not knowing where you might be swept off to.

I meant to go back. wander the paths of Mirkwood, visit Laketown, see the Lonely Mountain again. but age, it seems, has finally caught up with me.

Yes, yes, made by the Elves, you know. The blade glows blue when Orcs are close. and it's times like that, my lad, when you have to be extra careful.

Here's a pretty thing. Mithril, as light as a feather, and as hard as dragon scales. Let me see you put it on. Come on.

I should very much like to hold it again, one last time. Bilbo reaches forward, eyes locked on the ring.

I'm sorry, that I brought this upon you, my boy. I'm sorry that you must carry this burden. I'm sorry for everything.

ANGLE ON : TWO HOBBIT FEET resting on a small rock . rising out of the LONG , OVERGROWN GRASSES SUPER : THE FELLOWSHIP OF THE RING SUPER : THE SHIRE . 60 YEARS LATER CAMERA TRACKS TO : a Figure lies beneath the dappled sunlight of an old tree . White flowers are scattered among the Well seeded grasses . An idyllic setting at the end of a long hot summer . the figure is reading a book . ON THE SOUNDTRACK : In the distance , growing louder . over the Gentle clip clop of an approaching cart and horse can be heard the HUMMING OF A DEEP VOICE to the tune of `` The Road Goes Ever On and On . '' SUDDENLY ! The figure in the grass sits up . looking straight at camera is a handsome young HOBBIT , with dark curly hair and deep blue eyes . This is FRODO BAGGINS . his EYES alight with EXCITEMENT ! Tossing away the long stem of grass in his mouth , Frodo runs off .

The cart rattles along a leafy lane , driven by a stooped figure in Grey . INTERCUT WITH ; SHOTS OF FRODO RUNNING . CAREERING DOWN A HILL . JUMPING OVER LOGS . DODGING TREE BRANCHES . The shambling OLD PONY snorts and rears as . SUDDENLY FRODO appears on a bank above the cart .CLOSE ON : GANDALF glowers at the young Hobbit .They look at each other a moment . then both start laughing as FRODO 'S face breaks into a smile and he leaps on to the front seat of the cart .Next to Gandalf , we see how small Hobbits are . Frodo is 3 foot 6 inches tall .

A Wizard is never late, Frodo Baggins, nor is he early. He arrives precisely when he means to.

Alright then. keep your secrets. Before you came along we Bagginses were very well thought of.

Whatever you did. you've been officially labelled as a Disturber of the Peace.

Gandalf. I'm glad you're back. Frodo leaps expertly from the cart. Gandalf smiles.

He talked for so long about leaving. I did n't think he'd really do it.

We put it away, we keep it hidden! We never speak of it again. No one know it's here, do they? Gandalf shifts uncomfortably.

We wish to stay at the inn. our business is our own. To Frodo's relief, the Gatekeeper unlocks the gate.

We're friends of Gandalf the Grey. can you tell him we've arrived? BUTTERBUR frowns.

Put it out, you fools! Put it out! Frodo desperately kicks dirt on the fire!

I miss the Shire. I spent all my childhood pretending I was off somewhere else. off with you, on one of your adventures.

But my own adventure, turned out to be quite different. I'm not like you, Bilbo.

we did what we set out to do. Frodo opens his hand, the Ring sits in his Palm.

I wish the ring had never come to me. I wish none of this had happened.

Then I know what I must do. It's just. I'm afraid to do it. Galadriel kneels down to Frodo's height, staring at him intently.

I know what you would say, and it would seem like wisdom but for the warning of my heart.

I know. Look after the others, especially Sam. he will not understand.

What, everything? Far too eager and curious for a Hobbit. Most unnatural.

Well, what can I tell you? Life in the wide world goes on much as if it has past age. Full of its own comings and goings, scarcely even aware of the existence of Hobbits.

Ah, the long expected party. So, how is the old rascal? I hear it's going to be a Party of Special Magnificence.

If you're referring to the incident with the Dragon. I was barely involved. all I did was give your Uncle a little nudge out the door.

It's good to see you. One hundred and eleven years old, who would believe it!

You have n't aged a day! Gandalf and Bilbo laugh together and enter Bag End.

No, not at all. Go ahead. A sudden loud knock on the front door.

There are many magic rings in the world, Bilbo Baggins, and none of them should be used lightly.

I think you should leave the Ring behind, Bilbo. Is that so hard?

Bilbo Baggins do not take me for some conjurer of cheap tricks! Bilbo cowers from Gandalf, disarmed by his power. a frightened Hobbit. Gandalf's expression softens.

I am not trying to rob you. I am trying to help you. Sobbing, Bilbo runs to Gandalf and hugs him.

All you long years we've been friends. trust me as you once did. Let it go!

The ring is yours now. But it somewhere out of sight. Gandalf rises hurriedly and starts to gather his things.

The year 3434 of the Second Age. here follows the account of Isildur, High King of Gondor, and the finding of the ring of power.

It has come to me. the ring of power! It shall be an heirloom of my Kingdom. all those who follow in my bloodline shall be bound to its fate, for I will risk no hurt to the

The marking upon the band begin to fade. the writing which at first was as clear as red flame, has all but disappeared. a secret now that only fire can tell.

There are few who can. the language is that of Mordor, which I will not utter here.

This is the one ring forged by the dark lord, Sauron, in the fires of Mt Doom. taken by Isildur from the hand of Sauron himself.

For sixty years the ring lay quiet in Bilbo's keeping, prolonging his life, delaying old age. but no longer, Frodo. Evil is stirring in Mordor. The ring has awoken. It has heard its master's call. AT THAT MOMENT : A FLEETING, LOW WHISPER of BLACK SPEECH

No, Frodo. The spirit of Sauron has endured. His life force is bound to the ring and the ring survived. Sauron has returned. His Orcs have multiplied. his fortress of Barad - dur is rebuilt in the land of Mordor. Sauron needs only this ring to cover all the lands in the second darkness. He is seeking it, seeking it, all his thought is bent on it. For the ring yearns, above all else, to return to the hand of its master : they are one, the ring and the dark lord. Frodo, he must never find out. SUDDENLY Frodo scoops up the Ring.

There is one other who knew that Bilbo had the Ring. I looked everywhere for the creature Gollum, but the enemy found him first.

I do n't know how long they tortured him. but amidst the endless screams and inane babble, they discerned two words.

Do n't tempt me, Frodo. I dare not take it, not even to keep it safe.

Understand, Frodo. I would use this Ring from a desire to do good. but through me, it would wield a power too great and terrible to imagine.

I will, be waiting for you at the Inn of the Prancing Pony. Frodo packs his food into his knapsack.

I do n't know, Frodo. I do n't have any answers. I must see the Head of my Order. He is both wise and powerful. Trust me, Frodo. He'll know what to go.

You'll have to leave the name of Baggins behind you. for that name is not safe outside the Shire. GANDALF helps FRODO into his coat.

My dear Frodo, Hobbits really are amazing creatures. You can learn all that there is to know about their ways in a month, and yet, after a hundred years, they can still surprise you.

Be careful, both of you. The Enemy has many spies in his service, many ways of hearing. birds, beasts.

Never put it on, for then the agents of the Dark Lord will be drawn to its power. Always remember, Frodo, the ring is trying to get back to its master. it wants to be found. Gandalf wheels his horse and gallops away.

We still have time. time enough to counter Sauron. if we act quickly.

They are not all accounted for, the lost seeing - stones. we do not know who else may be watching. Gandalf throws the cloth back over the Palantir.

Tell me, friend, when did Saruman the wise abandon reason for madness?

You are in the House of Elrond, and it is ten o'clock in the morning on October the twenty - fourth, if you want to know.

Yes, I'm here and you're lucky to be here, too. A few more hours and you would have been beyond our aid. You have some strength in you, my dear Hobbit.

There is only one Lord of the Ring. Only one who can bend it to his will. and he does not share power.

By the skills of Lord Elrond, you're beginning to mend. ELROND, LORD OF THE HIGH ELVES, steps up to Frodo's

That wound will never fully heal. He will carry it the rest of his life.

It is a burden he should never have to had to bear. We can ask no more of Frodo.

His treachery runs deeper than you know. By foul craft, Saruman has crossed Orc with Goblin Men. he is breeding an army in the caverns of Isengard. An army that can move in Sunlight and cover great distance at speed. Saruman is coming for the Ring.

There is one who could unite them, one who could re claim the thrown of Gondor.

Do you not understand? While we bicker among ourselves, Sauron's power grows! No one will escape it. You will all be destroyed, your homes burnt and your families put to the sword!

I will help you bear this burden, Frodo Baggins, as long as it is yours to bear.

We must hold to his course west of the misty Mountains for forty days. If our luck holds, the Gap of Rohan will still be open to us. From there, our road turns east, to Mordor.

No, Gimli. I would not take the road through Moria unless I had no other choice.

Losto Caradhras, sedho, hodo, nuitho I ruith. Sleep Caradhras, be still, lie still, hold your wrath.

It reads, `` The door of Durin, Lord of Moria. Speak, friend, and enter.''

It's quite simple. If you are a friend, speak the password and the doors will open.

We now have but one choice. we must face the long dark of Moria. Be on your guard. there are older and fouler things than the Orcs in the deep places of the world.

Quietly, now. It's a four day journey to the other side. Let us hope that our presence will go unnoticed.

Escaped. or was set loose. And now the Ring has drawn him here. he will never be rid of his need for it. He hates and loves the ring, as he hates and loves himself. Smeagol's life is a sad story. Gandalf catches Frodo's look of surprise.

Yes. Smeagol he was once called. Before the ring came to him, before it drove him mad.

Pity? It was pity that stayed Bilbo's hand. Many that live deserve death, and some that die deserve life. Can you give it to them, Frodo? Frodo frowns.

Do not be too eager to deal out death in judgment. even the very wise can not see all ends. My heart tells me that Gollum has some part to play yet, for good or ill, before this is over. The pity of Bilbo may rule the fate of many.

So do all who live to see such times, but that is not for them to decide. All we have to decide is what to do with the time that is given to us. There is a note of finality in Gandalf's voice.

There are other forces at work in this world, Frodo, besides the will of evil. Bilbo was meant to find the ring. In which case, you also were meant to have it. and that is an encouraging thought.

Ah! That it's that way! Gandalf points at the right hand tunnel. the Fellowship scramble to their feet.

No, but the air does n't smell so foul down there. If in doubt, Meriadoc, always follow your nose!

Behold! The great realm and Dwarf city of Dwarrowdelf! Frodo gasps at the brief sight of a vast roof, far above

`` Here lies Balin, son of Fudin, Lord of Moria.'' He is dead, then. It's as I had feared.

`` They have taken the Bridge and the second hall : we have barred the gates. but can not hold them for long. the ground shakes. drums in the deep. we can not get out. A shadow moves in the dark. Will no - one save us? They are coming.''

Fool of a Took! Throw yourself in next time and rid us of your stupidity!

A Balrog. a demon of the ancient world! This foe is beyond any of you!

I am a servant of the Secret Fire, wielder of the flame of Anor. The dark fire will not avail you, flame of Udun.

Go back to the shadow! The BALROG slashes at Gandalf with its Sword of

You shall not pass! The Balrog places one foot onto the bridge. Aragorn and Boromir race forward, swords drawn.

So do all who lie to see such times. but that is not for them to decide. All we have to decide is what to do with the time that is given us.

Wide on : The cart rattles past a FIELD LUPIN being tended by HOBBITS .Gandalf looks down at Frodo , a twinkle in his eye .Wide on : The cart rattles over a Stone bridge towards a Busy Hobbit Marketplace .Close on : Gandalf as he surveys the peaceful scene before him .Hobbits look up exclaiming in wonder and excitement as the cart bearing Gandalf and Frodo rolls past the Green Dragon Inn . towards . Wide on : The party field . Where scOrcs of Hobbits are busy preparing for the big night .Frodo shoots a knowing look , as Gandalf averts his eyes .ODO PROUDFOOT looks up as the Cart passes by , deeply suspicious .

As the cart rattles into the small village of Hobbiton . a quaint rustic settlement , nestled amongst rolling green hills and large trees . The Hobbits live in Hobbit Holes : neat burrows dug into the grassy hillside , with round doors and cute front gardens . Excited children , chasing after the cart . Gandalf ignOrcs the children 's cries . The children stand deflated , watching Gandalf disappear up the lane . At that moment : spinning balls of bright color suddenly leap out of the cart , fizzing over the heads of the delighted children . Gandalf smiling to himself , well pleased with his joke . ODO PROUDFOOT is unable to suppress a chuckle . Frodo stands up in the cart as Gandalf reigns in the horse .

Wide on : GANDALF 'S CART pulls up outside the gate to BAG END . a particularly fine example of a Hobbit hole , with a large round front door set into a grassy hillside . There is a sign on the gate which reads : `` NO ADMITTANCE EXCEPT ON PARTY BUSINESS . '' Gandalf strides up to the garden path of Bag End . He raises his staff and raps on the front door . a voice calls out :Suddenly the door opens and BILBO BAGGINS stands before him . He is a HOBBIT OF INDERTIMINATE AGE , with a mischievous Twinkle in his eye . Wearing a dashing brocade waist coat , he looks every inch the eccentric gentleman .Gandalf drops to his knee to embrace his old friend .Gandalf looks at him more keenly .

Bilbo leads Gandalf into Bag End . cozy and cluttered with souvenirs of Bilbo 's travels . Gandalf has to stoop to avoid hitting his head on the low ceiling . Bilbo hangs up Gandalf 's hat on a peg and trots off down the hall .Bilbo disappears into the kitchen as Gandalf looks around . enjoying the familiarity of Bag End . he turns , knocking his head on the light and then walking into the wooden beam . He groans .Gandalf stops in front of a framed map , charred in one corner . it is Thorin 's map of the Lonely Mountain , Gandalf smiles to himself .Bilbo jumps , a half eaten pork pie in his hand , as Gandalf mysteriously appears behind him .MRS. SACKVILLE BAGGINS -LRB- O.S. -RRB- Bilbo Baggins , you open this door . I know you 're in there .Gandalf watches , amused as Bilbo tries to hide .Bilbo 's fingers close around his waistcoat pocket . gripping a small , unseen object .

Gandalf and Bilbo are sitting on the Bag End porch . Below them , final preparations are being made on the Party field . Bilbo strikes a match and lights his pipe .Bilbo blows a perfect smoke ring and watches it rise into the air . A tiny sailing ship with masts and sails glides through the Center of Bilbo 's smoke ring .

BOOM ! A FIREWORK explodes into the night sky high above Hobbiton . in the shape of a great green tree with unfolding branches . TILT DOWN : with glowing flowers as they rain down from the branches . evaporating just above the up turned faces of the delighted party - goers 144 Hobbits , feasting and drinking Carts of beer and wine are scattered about , and the tables are piled high with steaming scones and savories . Gandalf hurries about , lighting fireworks with a blue spark that dances magically from his staff . Bilbo is greeting visitors . Frodo and SAM sit at a table drinking ale . Frodo notices Sam 's eyes keep flicking to another pretty Hobbit , Rosie Cotton , sitting some distance away .Sam goes to drain his glass . suddenly it is snatched out of his hands as Frodo thrusts him into the middle of a passing throng of dancers . ANGLE ON : SAM 'S HORRIFIED FACE as he is Swept away . Frodo laughs and finishes Sam 's beer . Gandalf as he sets alight a particularly spectacular firework that draws gasps of admiration from the party guests . Close on : Bilbo is relating stories of his adventure to a group of young hobbit children .ANGLE ON : A LITTLE HOBBIT GIRL 'S upturned face . her eyes growing larger and larger .STUNNED GASPS from his young Audience greet his astonishing feat ! Close on : MERRY AND PIPPIN , two mischievous Young Hobbits in their late teens . Pippin scrambles on to the back of Gandalf 's wagon , snatching up a small fireworkMerry is holding out the big rocket . he looks aghast at the fizzing fuse that Pippin has just lit .Merry fearfully tosses the Rocket to Pippin ! The fuse sizzles angrily .Pippin attempts to throw the fizzing rocket back to Merry . WHOOSH ! The two hobbits are suddenly blown off their feet in a shower of sparks as the rocket blasts off with frightening power . The ROCKET ZOOMS over the Party . It suddenly bursts apart , forming the shape of a great red golden Dragon ! Fire gushes from its nostrils as it turns back and Flies low towards the startled crowd . Close on : Frodo watches the Fireworks Dragon with alarm . but Bilbo is oblivious to the Panicking crowd and impending danger !ANGLE ON : FRODO As he hurriedly pulls Bilbo to the ground , just as the dragon roars a few feet above their heads like a flaming express train ! Hobbits dive to the ground , tables overturn , tents collapse , food flies everywhere . The fireworks dragon turns a somersault and explodes over the hills with a deafening bang ! This gets the biggest Cheer of the night . ANGLE ON : MERRY AND PIPPIN , clothes and hair smoking .LARGE HANDS suddenly clamp down on Merry and Pippin 's ears . Low angle : Gandalf looking DOWN STERNLY !MERRY AND PIPPIN Are leaning over a barrel , washing dishes in soapy water . with Gandalf sitting nearby , smoking his pipe and sipping an ale . Cries of `` SPEECH ! SPEECH '' erupt from the party . Bilbo stepping on a stool . he bows in gratitude at the applause .ANGLE ON : A HOBBIT WITH PARTICULARLY BIG FEETSCATTERED CLAPPING as the guests try to work out if that was a compliment or not . CLOSE ON : FRODO AND GANDALF smiling to themselves . CLOSE ON : Bilbo . a strange hum seems to fill his head . A bead of sweat rolls down his brow . Bilbo 's hand pulls something out of his waistcoat pocket and holds it behind his back .Bilbo instantly vanishes . The party explodes into an uproar . the crowd leaps to its feet . ANGLE ON : FRODO staring at the empty stool in disbelief .

No, no. the big one. the big one! Pippin grabs a huge rocket. CLOSE ON : FIREWORK FUSE crackles with flame!

I ai n't been dropping no eaves, sir! Honest. I was just cutting the grass under the window there, if you follow me.

Nothing important. that is, I heard a good deal about a ring. and a Dark Lord. And something about the end of the world, but. Please, Mr. Gandalf, sir, do n't hurt me! Do n't turn me into anything unnatural!

If I take one more step it'll be the farthest away from home I've ever been.

Mr. Frodo. Mr. Frodo! Frodo turns, surprised as Sam comes running towards him.

I thought I lost you. Frodo looks at Sam suspiciously. Sam glances down, embarrassed.

That fellow's done nothing but stare at you since we've arrived.

Did you hear that, Bill? Rivendell! We're going to see the Elves!

He'll never make it! Close on : Frodo. head lolling about, barely conscious.

No, what have I forgotten? Pull back to reveal Frodo, hands in his pocket, watching Sam.

No harm in being prepared. Frodo strolls to the edge of the Balcony.

I did. It's just. we did what Gandalf wanted, did n't we? We got the Ring this far, to Rivendell. and I thought. seeing as how you're on the mend, we'd be off soon. Off home.

Not alone, Frodo. Mr. Frodo! Frodo, in the boat, paddling steadfastly away from the

Oi! We're coming too! You'll have to send us home tied up in a sack to stop us.

And some cabbages. and those three bags of potatoes that we lifted last week. And then the mushrooms the week before.

Frodo Baggins. He's my second cousin once removed, on his mother's side and my third cousin twice removed on his father's side. if you follow me.

What about Elvenses, Luncheon, Afternoon Tea, dinner. he knows about them, does n't he?

Is he going to die? Frodo's breathing is getting shallow. Strider looks out into the darkness.

Anyway. you need people of intelligence on this sort of mission. quest. thing.

The party is still in an excited uproar . some 50 yards away as we pan across a moonlit lane to the front door of Bag End . Door opens , pulled by an invisible hand .

The door quietly closes . Bilbo materializes as he pulls a plain gold ring off his finger . Bilbo laughs as he tosses the ring in the air , then places it in his pocket . Bilbo emerges from the passage , carrying a walking stick . He finds Gandalf looming over him .Close on : Bilbo . he gives Gandalf a look and nods toward the mantelpiece .ANGLE ON : GANDALF LOOKS DOWN AT BILBO WITH RISING CONCERN .Gandalf rises to his full height , his eyes flash , his shadow suddenly seems to fill the roomBilbo lifts his knapsack and heads for the front door .Bilbo hesitates . reaches into his pocket .CLOSE ON : Bilbo pulls out the ring . he stares at it in his palm . With all his will power , Bilbo allows the ring to slowly slide off his palm and drop to the floor . CLOSE ON : The tiny ring lands with a heavy thud on the wooden floor .

Bilbo staggering out of Bag end . he braces himself in the night air , Pale and Trembling , as if his loss of the ring has weakened him . Gandalf steps up behind .Bilbo walks away from Bag End , disappearing into the night , softly singing : `` The Road goes on and on . ''

CLOSE ON : THE RING . Glinting on the floor . Gandalf circles around it , a Puzzled look on his face . Gandalf slowly reaches for the ring . His fingers barely touch the ring . the creepy Hum rises on the soundtrack . Gandalf is sitting in front of the fire , with his pipe . staring into the flickering flames .Frodo rushes into Bag End . he stops and picks up the ring at his feet . Gandalf continues staring into the fire , as if locked in thought .Gandalf turns . his eyes locking onto the ring in Frodo 's fingers .Gandalf sorts hurriedly through Bilbo 's papers .Gandalf holds out the envelope . Frodo drops the ring into it .Gandolf seals the envelope with wax . He hands it to Frodo .Gandalf is already at the door , he turns to Frodo .Gandalf hurries out the door . leaving FRODO standing alone in the Bag End . ANGLE ON : THE ENVELOPE The camera pushes in . the hum of the ring comes up on the soundtrack . The camera pushes through the white paper to the ring . beneath the hum the whispered murmur of BLACK SPEECH can be heard .

The jagged ruins of '' BARAD - DUR . THE DARK TOWER ! TEASING IMAGES : THE HUGE DARK TOWER OF BARAD - DUR is being rebuilt ! Thousands of ORCS crawl over the surface , hauling stone and iron up the towering heights . WIDE ON : MOUNT DOOM . A HUGE , BILLOWING CLOUD OF BLACK FILTH grows and spreads across the red streaked sky . casting a shadowy pall over the nightmarish landscape .

NINE BLACK RIDERS burst out of Minas Morgul and charge toward Camera .

WIDE ON : A LONE HORSEMAN gallops to the crest of a hill on the west road . The main highway south to Minas Tirith . he looks toward the saw toothed mountains of Mordor . seeping out across the blood red sky , his face grave . He spurs his horse on .

ANGLE ON : GANDALF making is way down into the lower depths of the Citidel .

CLOSE ON : Pages flipping as Gandalf searches ancient scrolls and books placed high on a wooden table . His eyes settle on one old parchment . He murmurs hurriedly to himself , reading .CLOSE ON : ISILDUR , TRIUMPHANT , REACHES FOR THE ONE RING , HIS EYES FIXATED ON IT .CLOSE ON : ELVISH LETTERING MARKS ON THE FADED OLD DOCUMENT IN GANDALF 'S HAND .

FARMER MAGGOT is chopping wood in his garden CLOSE ON : SNORTING HORSE NOSTRILS . as the shadow of a black rider looms over a Hobbit House . Terrified , FARMER MAGGOT cowers in his doorway . FANG , his dog , Whimpers and backs away .The BLACK RIDER GALLOPS AWAY AT SPEED

There's no Bagginses around here! They are all up in Hobbiton. that way.

Who's that in my field! Get out of it! Get out of my field, you young varmits! I'll show you. get out of my corn.

ANGLE ON : ROSIE COTTON bids the last of the Patron 's `` Goodnight '' . Sam meets her eyes for a moment as he and Frodo leave the inn .

WIDE ON : FRODO FAREWELLS SAM outside Bag End , and heads towards the front door . Creepy POV from inside Bag end : Frodo coming up the path .

FRODO enters Bag End . he immediately Pauses , sensing that something is amiss . All is quiet . Frodo peers uneasily into the darkened living room . SUDDENLY ! A large figure looms out of the shadows , reaching for Frodo . Frodo lets out a startled cry , pulls himself free and spins around to face his Assailant . Gandalf steps into a shaft of moonlight . Paranoia blazes in his eyes . His clothes are dirty and ragged from much traveling . Hair and beard much longer an unkempt .

Frodo pulls the envelope out of an old chest . Gandalf , suspicious , Alert . Without a word , Gandalf takes the envelope and tosses it into the fireplace !Flames instantly consume the envelope . revealing the ring , as it sinks into the red hot embers . Gandalf reaches into the fire with a pair of tongs . he lifts the ring out .Gandalf drops the ring into Frodo 's hand . he reacts to its weight .CLOSE ON : The Gold Band of the ring as fiery letters begin to appear . a tiny inscription glows red . as if burning from within .CLOSE ON : GANDALF . STILL . TENSEMordor ?In the common tongue it says , `` One ring to rule them all , One ring to find them , One ring to bring them all , and in the darkness bind them . ''

CLOSE ON : The ring lies on Frodo 's simple kitchen table .CLOSE ON : FRODO . STUNNEDemanates from the Ring . Frodo looks at Gandalf , each knowing the other has heard it .ANGLE ON : THE RING lies between them on the table .

ANGLE ON : FRODO hurriedly entering the living room .Gandalf looks at Frodo , sadly .

CLOSE ON : A teasing Glimpse of Gollum being tortured by the Orcs . The wretched creature screams in pain .

IMAGE : On a dark country lane , a Hobbit bounder lifts his watch lantern in alarm .Out of the darkness thunder two BLACK RIDERS . A LETHAL SWORD swings down at the small Hobbit bounder .

FRODO thrusts the ring at Gandalf .CLOSE ON : THE RING IN FRODO 'S HAND .CLOSE ON : THE RING IN FRODO 'S CLENCHED HAND .

ANGLE ON : FRODO throwing clothes into a knapsack . Gandalf watches him , making plans .

Frodo is preparing to leave .Gandalf looks at the young Hobbit , moved by his courage .SUDDENLY ! A SOUND from outside .GANDALF FREEZES . he moves quietly towards the window , eyes wide with tension . He raises his staff above the window , and slams it down on the intruder . THERE IS A YELP OF PAIN ! Gandalf hauls a small figure into the room . SAM GAMGEE sprawls across the floor ! He looks up in terror as Gandalf looms over him .FRODO SMILES

Wide on : HOBBITON . shrouded in a white veil of MIST . WIDER : To reveal Gandalf , Frodo and Sam hurrying across a ploughed field , away from Hobbiton ! Gandalf leads his Horse . Frodo and Sam are carrying knapsacks .

Gandalf leads Frodo and Sam under the cover of Woods .Gandalf takes Frodo to one side .FRODO NODS . he pats his pocket .

MONTAGE : FRODO AND SAM hiking over the gentle Shire Countryside . wading through a shallow stream . heating a kettle over a small fire . clambering over stone walls .

Sam stops short . taking stock of his surroundings . Sam looks back from where they came .FRODO gives Sam a pat on the shoulder .Sam takes a deep breath and steps forward . CLOSE ON : SAM 'S brown , furry foot hits the ground . FRODO IS SMILING .Frodo and Sam continue their journey .

Gandalf is galloping along the outskirts of the ancient forest of Fangorn . Nestled in a basin at the foot of the distant Misty Mountains , the tall black tower of Orthanc is clearly visible

Gandalf gallops through the gate , into the fortress of ISENGARD . a great ring - wall of stone , a mile from rim to rim , encloses beautiful trees and gardens , watered by streams that flow down from the mountains .The strange tower of Orthanc . hewn from a solid pillar of black obsidian . rises up in the center of the Isengard Circle . Gandalf arrives at the foot of the Orthanc Stairs . ANGLE ON : SARUMAN , THE WHITE WIZARD he sweeps down the Orthanc stairs .Gandalf moves quickly towards him , grimy and weary from his long ride .

Smoke rises once more from the mountain of doom. the shadow takes shape in the darkness of Mordor ; the hour grows late. and Gandalf the Grey rides to Isengard seeking my counsel.

And yet you did not have the wit to see it! Your love of the Halfling's leaf has clearly slowed your mind.

Sauron has regained much of his former strength. He can not yet take physical form. but his spirit has lost none of its potency. Concealed within his fortress, the lord of Mordor sees all. His gaze pierces cloud, shadow, earth, and flesh. You know of what I speak, Gandalf. a great Eye, lidless, wreathed in flame.

Very soon he will have summoned an army great enough to launch an assault upon Middle earth.

The hour is later than you think. Sauron's forces are already moving. the Nine have left Minas Morgul.

They crossed the river Isen in Midsummer's eve, disguised as riders in black.

You did not seriously think a Hobbit could contend with the will of Sauron? There are none who can.

Against the power of Mordor, there can be no victory. We must join with him, Gandalf. We must join with Sauron. It would be wise, my friend.

I gave you the chance of aiding me willingly, but you have elected the way of pain.

The power of Isengard is at your command, Sauron, Lord of the Earth.

This was once the great Watchtower of Amon Sul. We shall rest here tonight.

There are for you. Keep them close. I'm going to have a look around. Stay here.

Get up! So much for the power of the Ring or embrace your own destruction!

So, Gandalf. you try to lead them over Caradhras. And if that fails. where then will you go? THE FELLOWSHIP struggles through the snow.

If the mountain defeats you, will you risk a more dangerous road?

Moria. You fear to go into those mines, do n't you? The dwarves delved too greedily and too deep.

You know what they awoke in, the darkness of Khazad - dum. Shadow and flame.

They were Elves once. Taken by the Dark Powers. tortured and mutilated. a ruined and terrible form of life. And now. perfected. My fighting Uruk - Hai. Whom do you serve?

Hunt them down. Do not stop until they are found. You do not know pain. You do not know fear. You will taste man - flesh. Saruman turns to Lurtz.

One of the Halflings carries something of great value. bring him to me. alive and unspoiled. kill the others.

Gandalf and Saruman walk slowly between the beautiful trees of Isengard , Saruman 's clean , white robe contrasts with Gandalf 's dusty grey robes .

Saruman and Gandalf are seated in a small , cluttered room to the side of the cavernous central chamber .Gandalf and Saruman stride through Orthanc toward a stone plinth on which a sphere like shape is draped with a cloth .Saruman lifts the cloth to reveal the Palantir .FLASH IMAGE : A FIERY EYE ! Saruman sits upon his throne .Gandalf backs away and turns to run to the door . horrified as the doors suddenly slam shut .Gandalf slowly turns to Saruman . a look of dawning horror .At that moment : Gandalf is suddenly blasted across the room ! He slams against the wall . pinned there by some unseen force . With sudden effort , Gandalf wrenches himself off the wall and swings his staff on Saruman . blasting him off his feet ! Gandalf and Saruman battle , powerful blasts throwing them across the room . SARUMAN SCREAMS , EYES BLAZING ! Gandalf 's staff is suddenly wrenched from his grasp . it flies across the chamber into Saruman 's hand ! Gandalf is flung to the floor .Gandalf is breathing hard on the floor , his eyes look into the madness of Saruman . Commanding two staffs , Saruman sends Gandalf into a sickening spin . Gandalf tumbles towards the top of the chamber . as if falling in reverse . Rushing POV : the roof of Orthanc rockets toward camera .

Wide on : Frodo and Sam walking along a country lane which borders Farmer Maggot 's Fields . Sam is looking up . Frodo has disappeared around a corner in the lane .SUDDENLY ! A figure comes crashing out of a hedgerow sending Frodo flying . Frodo picks himself up , only to be knocked back down again by Pippin .Merry , Pippin , and Frodo picking themselves up . a variety of vegetables have scattered everywhere .Merry gives Sam a large cabbage .A large pitchfork can be seen racing towards them along the Hedgerow . angry shouts from Farmer Maggot .Merry and Pippin hurriedly gather their booty and race away . with Frodo and Sam on their heels .The BAYING OF LARGE DOGS sounds !

Frodo , Sam , and Merry and Pippin tumble head over heels down a bank , onto a dark , wooded road . CLOSE ON : A winded Pippin , his face inches away from a large pile of Horse droppings .Frodo picks himself up and looks around quickly .Pulls a LARGE CARROT , almost broken through in the middle , out from his back pocket .Pippin has spied something under the trees on the far side of the road .CLOSE ON : SMALL , brown mushrooms growing amongst the Loamy undergrowth . Sam , Merry , and Pippin race toward the mushrooms ! Frodo is tense and watchful . He realizes they are on a wooded road . Scattered leaves rise into the air Whirling down the road as if blown by an invisible wind . SUDDENLY . THE SOUND OF HORSES HOOVES .A long drawn WAIL comes down the wind , like the cry of some evil and lonely creature .Sam grabs Merry and Pippin as the Hobbits quickly scramble down the bank , hiding under a mossy log . THE SOUND OF HOOVES is close . A sinister MOUNTED RINGWRATH steps into view . hooded and faceless , mounted on a huge snarling black horse with insane eyes ! Frodo freezes in terror . The RINGWRAITH pauses right beside their hiding place . he sits very still with his head bowed , listening . From inside the hood comes a sniffing noise as if he is trying to catch an elusive scent ; his head turning from side to side . CLOSE ON : FRODO Beads of sweat gather on his brow . The ringwraith suddenly slides off his horse , leaning over the mossy log , peering suspiciously into the woods . CLOSE ON : FRODO He is drawing the ring out of his pocket , with trembling hands . his face fevered and sweating as if in the grip of some terrible INTERNAL STRUGGLE . The SOUND OF SNIFFING intensifies as the ringwraith darts his head from side to side like a bird of party . CLOSE ON : FRODO SQUEEZING HIS EYES SHUT . QUICK PSYCHIC BLASTS ! AND EVIL DARK TOWER . A GREAT EYE . A BURST OF FLAME . ANGLE ON : SAM LOOKING AT FRODO WITH CONCERNMerry desperately hurls the mushrooms across the road . the ringwraith spins around at the sound , and darts to the far side of the road with frightening speed . Frodo instantly slumps . as if a PSYCHIC LINK had been brokenFrodo is staring , a look of shock on his face at the ring lying in the palm of his hand .

Frodo , Sam , Merry , and Pippin hurry through the trees . slipping and sliding on the muddy ground .Merry moves past pippin , toward Frodo , watching intently . Sam keeps looking around nervously .The SILHOUETTE OF A BLACK RIDER looms against the skyline . The Four Hobbits . sprawled on the ground , holding their breath . The BLACK RIDER turns and departs .Merry looks at his friend . realizing Frodo is in deep trouble .The Hobbits break cover . SUDDENLY , A RINGWRAITH bursts out of the forest TOWARD THEM !The Hobbits run THE RINGWRAITH SHRIEKS ! Black horse hooves . snarling horse mouths . a fleeting black cowl .

FRODO , SAM , MERRY AND PIPPIN , are running towards the wide , placid Brandywine river . and the FERRY .QUICK ANGLES : STOMPING HOOVES . SNARLING HORSES . Four RINGWRAITHS are speeding through the Fog . converging on the FERRY CROSSING . The HOBBITS stampede across the Wharf and Tumble onto the Ferry .Frodo races across the Wooden Wharf , followed by the ringwraiths . He leaps into the Ferry . CLOSE ON : HOOVES THUNDER DOWN THE WOODEN WHARF ! Sam and Merry shove off with the poles . the ferry slides out into the river , just as the ringwraiths arrive . They pull up on the end of the wharf . shrieking with rage ! The Hobbits cover their ears . The Ringwraiths wheel their horses towards the north and Gallop away along the river bank , quickly disappearing into the fog .

Lights of Bree . a small village of stone and half timbered houses nestled against a low wooded hill . A thick hedge surrounds the village . a great gate bars the western entrance . FRODO , SAM , MERRY AND PIPPIN approaching the gatehouse . wild eyes , ragged , and out of breath .A SURLY GATEKEEPER glances down at them .The gatekeeper swings his lantern onto the hobbits , bathing them in an uncomfortable yellow spotlight .The Hobbits gratefully enter Bree . the gatekeeper eyeing them curiously in the lantern light .

Hobbits! Four Hobbits, and what's more, out of the Shire by your talk. What business brings you to Bree?

It's my job to ask questions after nightfall. There's talk of strange fold abroad. ca n't be too careful.

The tall BREE FOLK loom over the nervous little hobbits as Frodo , Sam , Merry and Pippin make their way through the Narrow Streets . Tall buildings tower above them . lights glow dimly from behind thick curtains . Close on : The sign of the `` PRANCING PONY INN '' . Frodo , Sam , Merry , and Pippin hurry toward it .

Frodo , Sam , Merry and Pippin come rushing in . Frodo attracts the INN KEEPERS 'S attention .

Good evening, little masters. If you're seeking accommodation, we've got some nice, cozy Hobbit sized rooms available, Mr. ah.

Oh yes! I remember. elderly chap. big grey beard. pointy hat? Frodo nods with relief. Butterbur shakes his head.

He's one of them Rangers ; they're dangerous folk they are, wandering the wilds. What his right name is, I never heard, but round here he's known as Strider.

Wide on : the noise , smokey Inn . It is dimly lit , cheifly from a blazing log fire . and crowded with a mixture of BIG FOLK , LOCAL HOBBITS , and a couple of dwarfs . Frodo , Sam , Merry and Pippin are sitting at a table against the wall . clearly trying to remain Quiet and inconspicuous . Sam ca n't help himself . he keeps casting nervous glances around .Merry ploinks himself down at a table , carrying a very large mug of beer .Sam watches Pippin rise unsteadily to his feet and head to the bar .A COUPLE OF SWARTHY MEN leaning against the bar glance at Frodo , then quickly look away .Sam indicates a BROODING STRANGER who sits alone at a table in the far corner , smoking a curiously carved long stemmed pipe , peering from beneath a travel stained cowl with gleaming eyes . Frodo gestures to Butterbur .BENEATH TABLE : FRODO 'S fingers are nervously TOYING WITH THE RING . CLOSE ON : FRODO Sweat runs down his brow . The Strange hum of the Ring spills into the Soundtrack . `` Baggins . Baggins . '' a creepy whisper seems to fill Frodo 's head . sound that dissolves into Pippin 's loud voice :ANGLE ON : PIPPIN sitting at the bar , chatting with Locals . Frodo leaps to his feet and pushes his way towards the bar .Frodo grabs Pippin 's sleeve , spilling his beer .Pippin pushes Frodo away . he stumbles backwards , and falls to the floor . At that instant , the Inn goes silent and all the attention turns to Frodo . The ring . in agonizing Slow motion we watch as it seems to hang in the air for a split second . then crashes down onto his out stretched finger . FRODO VANISHES ! There is a sharp intake of breath . followed by total silence .

The RINGWRAITHS turn sharply in their saddles . Instantly aware that the ring is being worn . They spur their horses towards the distant lights of Bree .

Sam looks sick ; Pippin instantly sobers , realizing his folly ; the brooding stranger frowns . and the inn erupts into excited babble . FRODO : as he finds himself in the TWILIGHT WORLD of the ring : THE EXCITED CROWD ARE suddenly moving in slow motion . distorted voices . a weird photographic negative quality . FRODO is moving in real time ; against the slow motion background . He suddenly clutches his head as he is hit with quick images . of a GREAT EYE ! AN EVIL CAT - LIKE EYE , wreathed in flames . VOICE OF SAURON There is no life here in the void . only cold . only death . FRODO is terrified ! He rolls under a table , desperately pulling the ring from his finger . FRODO MATERIALIZES into the real world . AT THAT MOMENT : A LARGE HAND reaches under the table and Grabs Frodo by the collar , and DRAGS HIM AWAY !

Frodo is roughly pushed against the wall . The Brooding stranger looms over him .

Indeed? I can usually avoid being seen if I wish, but to disappear entirely. that is a rare gift.

Not nearly frightened enough. I know what hunts you. Frodo jumps at the sound of a noise in the corridor. Strider deftly draws his sword.

You have a stout heart, little Hobbit, but that alone wo n't save you. You can no longer wait for the Wizard, Frodo. They're coming.

They were once men. Strider glances quickly at Frodo, then looks away.

Great Kings of men. Then Sauron the deceiver gave to them Nine Rings of Power. Blinded by their greed they took them without question, one by one falling into darkness and now they are slaves to his will.

They are the Nazgul, Ringwraiths, neither living or dead. At all times they feel the presence of the ring. drawn to the power of the one. they will never stop hunting you.

He's been stabbed by a Morgul blade. The Morgul Blade suddenly melts. vanishing into the air like smoke. Strider throws the hilt down in disgust.

He needs Elvish medicine. Strider lifts Frodo onto his shoulders.

No. He is passing into the shadow world, he will soon become a wraith like them.

Dartho guin Berian. rych le ad tolthathon. Stay with the hobbits. I'11 send horses for you. Close on : Arwen grabbing the Reins of the horse.

Nauthannim I ned ol reniannen. I thought I had strayed into a dream.

You said you'd bind yourself to me, forsaking the immortal life of your people.

You can not wield it. None of us can. The one ring answers to Sauron alone. it has no other master. Boromir turns and looks at Strider, coolly.

Frodo is pushed into the Hobbit 's room by Strider .The door bursts open and Sam , Merry and Pippin appear on the doorway . Sam is Squaring off with is fists , Merry brandishes a candlestick , and Pippin a chair .STRIDER SHEATHS his sword , a slight smile playing on his lips .

The gate keeper comes out of his Lodgings with a lantern . a look of fear on his face . He approaches the closed gate with great apprehension . CLOSE ON : The Gatekeeper peers out of his Peephole . CRASH ! The gate crashed down on the gatekeeper . as four RINGWRAITHS ride into Bree !

The four RINGWRAITHS fly done the empty streets , like horsemen of the apocalypse .

LOW ANGLE : the front door FLIES OPEN . The FOUR RINGWRAITHS rush into the PRANCING PONY with WICKED SWORDS DRAWN . CLOSE ON : BUTTERBUR hiding behind his bar . trembling and sweating in TERROR .

INSERT : MERRY SNORING SOFTLY ON HIS PILLOW . INSERT : PIPPIN stirs slightly , then settles back to sleep . WIDE ON : the door creaks open . THE FOUR RINGWRAITHS silently slide into the Hobbit 's room . The LOOM above each bed , raising their SHINING SWORDS ABOVE THE SLEEPING HOBBITS . QUICK INSERT : Sam 's eyes open wide . In unison , the RINGWRAITS STAB THE HOBBITS , in a Slashing , hacking frenzy .

Wide on : the RINGWRAITHS step back from the slashed beds in triumph . CLOSE ON : a hacked blanket is pulled back to reveal nothing but a shredded pillow . The RINGWRAITHS SHRIEK WITH RAGE ! INSERTS : Sam sits up with a start ! Close on : Another shredded pillow is revealed ! More Shrieks of rage . INSERT : PIPPIN AND MERRY wake with a start .

WIDE ON : Sam , Merry , and Pippin have been sleeping on Strider 's bed . Frodo stands next to Strider by the window , peering out nervously as furious Ringwraith screeches echo across the courtyard from the Hobbits room .Strider looks from the window as the Ringwraiths gallop down the Bree Streets . CLOSE ON : Strider turns back to the Hobbits , his face lit faintly by the Glowing Embers of the Fire .

STRIDER , MERRY , PIPPIN , AND FRODO march through a gloomy , overgrown forest . Sam follows at the read leading `` Bill '' , a scrawny pony , who is laden with supplies .Frodo watches uneasily as Strider moves off into the cover of the trees .Strider stops , casts a glance back at Sam .SAM looks excited .Strider leads the Hobbits through the gloom of the forest .

Aerial on : Strider leading Frodo , Sam , Merry , and Pippin across the windswept moors . The hobbits suddenly stop and unstrap their knapsacks .Strider stares at Pippin blankly , then turns away , shaking his head .An apple is thrown to Merry , who deftly catches it . Another , aimed at Pippin , catches him on the forehead .The hobbits trudge through rain , looking tired , hungry , and miserable .

Saruman stands over the Palantir , his hands cupping the massive eye .ON THE SOUNDTRACK : BLACK SPEECH FILLS THE ROOM . ADMIST THE HARSH , GUTTURAL WORDS THE VOICE OF SARUMAN EMERGES .

CLOSE ON : GANDALF . lying unconscious on a cold obsidian floor . He wakes to the sound of ripping and tearing . rising onto his knees . lifting his head . Gandalf stands as the camera pulls back to reveal him stranded on the summit of Orthanc . He is marooned on the tiny , flat peak , surrounded on all sides by a sheer 500 FOOT DROP . Another whispering wail rends the air . Gandalf crosses quickly to the edge and peers down : POV : One of the beautiful Isengard trees is being ripped from the ground by the ORCS . Gandalf looks on in Horror as ORCS hack into the trunk with axes . SARUMAN stands in Rain looking out into the dark night . the ORC overseer sidles up to him , axe in hand , sweating with exertion .CAMERA CIRCLES SUMMIT : MORE AND MORE TREES are hauled down and killed . as Gandalf looks on in helpless despair .

Wide on : The rugged countryside as the hobbits journey on , lead by Strider . Strider stops before a distant hill , topped by an Ancient Ruin .

FRODO , MERRY , AND PIPPIN collapse into a small hollow , halfway up Weathertop . they are muddy and exhausted . Stider drops 4 small swords at the Hobbits feet .

Close on : Frodo . eyes flickering open . He suddenly sits up , sniffing the air . Sam , Merry , and Pippin huddled over a small fire . Sausages and bacon sizzle in a hot frying pan .A SUDDEN SHREIK ! FIVE RINGWRAITHS ON FOOT , running up the steep slope unnaturally fast .Frodo , Sam , Merry and Pippin clamber desperately towards the summit , clutching their swords .

Frodo , Sam , Merry , and Pippin race into a RING OF BROKEN STONES on the summit or Weathertop . the ruined base of an ancient tower . The hobbits stand back - to - back in the centre of the Ring , waiting for the first assault . One by one , the 5 Ringwraiths appear . brandishing Gleaming swords , they move slowly towards the hobbits . In the center is their leader . the WITCH KING !Sam rushes forward with a cry . He swings his sword at the Witch King , who blocks the blow with his own sword . Sam 's blade shatters . the WITCH KING lashes out with his fist , sending Sam flying . Merry and Pippin , overcome with terror , throw themselves flat on the ground . THE RINGWRAITHS close in on Frodo . a Venomous whisper dances in his head . Frodo shuts his eyes and staggers back , desperately resisting the WRAITH 'S WHISPERINGS . slow motion as his hand goes into his pocket and pulls out the ring . The 5 Ringwraiths utter a chilling SCREECH OF EXCITEMENT . Frodo is unable to resist any longer , falls to his knees and slips on the ring . He disappears .Frodo finds himself in the weird twilight world . he looks upon the Ringwraiths , now visible in their TRUE APPEARANCE : Five Ghouls dressed in long Grey robes , with white hair , and Pallid , ruthless faces . THE WITCH KING extends a haggard hand towards Frodo , reaching for the ring on his finger . Frodo 's trembling hand extends forward as if by the pull of the ring . he slides to the ground , unable to pull his hand away . The witch king snarls and springs forward . He stabs at Frodo with a wicked dagger ! Frodo winces as the tip of the dagger sinks into his shoulder . Suddenly , Strider charges at the RINGWRAITHS , wielding his sword in one hand , a flaming torch in the other . He moves in slow motion , visible through a sea of mist . Frodo sinks to the ground . Behind him is a faint image of a Ringwraith fleeing , his head engulfed in flames . With draining strength , Frodo manages to pull the ring off his finger . Appearing back in the real world , Sam rushes over to him .Another Ringwraith is burning and screaming . others screech fearfully at the flames , turn and flee form the Weathertop summit .Strider kneels before Frodo . He snatches up the Witch King 's Dagger from the ground , staring gravely at the long , thin , blade .

Strider is jogging grimly , carrying an ailing Frodo on his back . Sam , Merry , and Pippin are running to keep up . The hobbits are carrying Flaming torches for protection .

Low angle . looking up at ORTHANC . the tower of Isengard , gleaming in the moonlight . The camera rises to reveal the once beautiful gardens are not a pitted wasteland . with smoke and fire billowing out of numerous tunnels and vent holes that litter the forecourt of ORTHANC . Strange guttural chants echo up from deep underground . The camera is rising . a small moth flutters into shot . and leads the camera towards the summit or Orthanc . Gandalf lies slumped against the wall at the very top of Orthanc , surrounded by a sheer 500 foot drop . He looks Weak and Frail . and is seemingly asleep . The MOTH flutters close to Gandalf . His hand suddenly moves at lighting speed and SNATCHES THE MOTH . Gandalf brings his hand close to his face and opens it . The moth sits on the palm of his hand as Gandalf mutter strange words in a foreign tongue . Close on : THE MOTH 'S face . seemingly listening . It suddenly flutters away . CAMERA FOLLOWS the moth off the Orthanc summit , but drops past the moth . falling down , down , towards the pitted wasteland , straight into a fiery red tunnel !

The dead trees of Isengard are fed into roaring furnaces . molten metal pours into casts . red hot metal , beaten my sweating orc blacksmiths . armor and weapons are forged from the great furnaces . Saruman strides among the ORCS and stands looking on a new born uruk - hai as it escapes its birthing membrane . this is LURTZ , who rises up to stand before his master .

Close on : Frodo . his eyes flicker open . clouded , red - rimmed . his brow , beaded with sweat .A DISTANT CRY of a RINGWRAITH carries through the air .Frodo gasps in sudden pain .

Sam and Strider desperately search the dark forest floor for the Athelas plant . Close on : A small , white flowered plant ! Strider drops to one knee , carefully pulling it from the ground . SUDDENLY ! STRIDER FREEZES AS A SWORD BLADE TOUCHES HIS NECK .Strider slowly looks up .

Frodo, Im Arwen. telin let thaed. I am Arwen, I have come here to help you.

Lasto Beth nin, tolo Dan na ngalad. Hear my voice, come back to the light. Frodo's eyes close.

He's fading. he's not gong to last. We must get him to my father. Strider quickly lifts Frodo. placing him on the horse.

There are five Wraiths behind you, where the other four are, I do not know.

Hon mabathon. Rochoh ellint im. I'll take him. I'm the faster rider. Strider clamps his hand over Arwen's.

Frodo Fir. Ae anthradon I hir, tur gwaith nin beriatha hon. If I can cross the river, the power of my people can protect him.

Non o Chithaeglir, lasto Beth daer : Rimmo nin Briunen Dan in Ulaer! Nin o Chitaeglir, lasto Beth daer : Rimmo nin Bruinen Dan in Ulaer!

What grace is given me, let it pass to him. Let him be spared. Save him.

Why do you fear the past? You are Isildur's heir. not Isildur himself. You are not bound to his fate.

Your time will come. You will face the same evil. and you will defeat it.

A si i - duath u - orthor, Aragorn. u or le a u or nin. The shadow does not hold sway yet. not over you and not over me.

Gwenin in enniath. u - arnech in naeth I se celich. Long years have passed. you did not have the care you carry now.

Renech I Beth I pennen? Do you remember what I told you? Arwen reaches for Strider's hand.

And to that I hold. I would rather share one lifetime with you than face all the ages of this world alone. Strider looks down. In his hand lies the Evenstar.

Frodo is breathing hard , desperately ill . Frodo 's half - conscious POV : Surreal impression . a SHIMMERING FIGURE IN WHITE leaps off a horse . FLASH INSERT : An ethereal vision of ARWEN , as she appears on the other side .ANGLE ON : ARWEN Who now appears in her earth bound form , a young Elven woman with tousled hair , dressed in mud - splattered riding clothes .CLOSE ON : Arwen reaches for Strider 's hand . looking deep into his eyes .CLOSE ON : Strider . we see that it is hard for him to let her go . Arwen mounts her horse , ALSFORTH .Arwen looks down at Strider as she supports Frodo with one hand .Asfaloth springs away , bearing Arwen and Frodo into the night .

SPEEDING POV : through the forest from the back of the White Horse . ANGLE ON : FRODO , BOUNCING IN THE SADDLE , he lifts his head weakly . SURREAL SLOW MOTION POV : THE HORSES HEAD BOBBING . trees sliding by . moonlight flickers through the trees .

AERIAL : of Arwen 's white horse emerging from the trees . and galloping across the open land as the sun rises .

The white horse charges through a Pine Forest . Suddenly 2 Galloping Ringwraiths emerge from the trees behind ! 2 more Ringwraiths slide in from different directions to join the chase . Arwen grits her teeth . urges the white horse to greater speed .

The white horse speeds out of the pine trees . the 4 ringwraiths close behind PAN ONTO : 2 more ringwraiths galloping down the hillside ! AERIAL SHOT : 3 MORE RINGWRAITHS enter frame from different directions . a total of 9 RINGWRAITHS now pursuing Frodo and Arwen ! CLOSE ON : Panting head of the WHITE ELVEN HORSE .

CRANE DOWN : As the White Horse races towards Camera , to Reveal the wide river Bruinen in the foreground . Without hesitation , the white horse leaps into the shallow water and thunders across the Ford . The 9 Ringwraiths pull up short of the Ford , clearly nervous of the water . The white horse reaches the other side . Arwen pulls up and turns to defiantly face the Ringwraiths from across the Ford .THE WITCH KING SCREECHES ANGRILY , draws his sword , and leads the Ringwraiths across the Ford . The water starts flowing faster . a distant rumble can be heard . Arwen waits until they are halfway across : she suddenly stands in the saddle arms raised !THE GROUND SUDDENLY TREMBLES . A MIGHTY ROAR FILLS THE AIR ! Frodo looks up weakly . to see a vast torrent of Water flooding down the river towards the ford . as if a dam had burst ! The Foaming water seems to form the shape of Dancing white horses with frothing manes ! The Ringwraiths scream in terror as they are swallowed up in the deluge . Their Piercing cries are drowned in the roaring of the river as it carries them away ! CLOSE ON : FRODO as he loses consciousness .Arwen gathers the small Hobbit in her arms , feeling his life slip away .

Give up the Halfling, she - elf! She draws her sword and yells at the Witch King.

DELIRIOUS IMAGES AND SOUNDS .IMAGE : A BRIGHT LIGHT suddenly flares . Frodo squeezes his eyes shut , gasping .A FAMILIAR VOICE cuts through the swirl of sound .

Frodo 's eyes flicker Open He is lying in bed next to an Open Window . Dappled sunlight plays on richly carved timbers . the sound of a nearby waterfall drifts through the Vista of Fir Trees .ANGLE ON : GANDALF IS SITTING NEXT TO FRODO 'S BED . softly puffing on his pipe . He smiles at Frodo .Frodo sits up , looking at Gandalf questioningly .Close on : Gandalf . troubled . His eyes drift away .

SARUMAN stands over Gandalf , gloating .With the power of his staff , Saruman raises Gandalf from the ground , then sends him crashing to the floor .SUDDENLY ! GANDALF lurches to his feet and Throws himself off the Tower ! Saruman watches Gandalf fly away from Isengard . on the Back of a GIANT EAGLE .

Gwaihir the Eagle soars majestically over the mountains , carrying Gandalf towards the dawn .

Frodo raises himself up and looks at Gandalf .Sam runs to Frodo 's bedside . He is overjoyed to find Frodo awake .bedside . his face is neither old nor young , though in it is written the memory of many things both glad and sorrowful .

Welcome to Rivendell, Frodo Baggins. Frodo sits up, looking at Elrond with awe.

You have found your way to the last homely house east of the sea. The elves of Imladris have dwelt within this valley for three thousand years through few of my kin now remain. Frodo looks out from his balcony.

And yet to have come so far still bearing the Ring. the hobbit has shown extraordinary resilience to its evil.

Gandalf, the enemy is moving. Sauron's forces are massing in the east. His eye is fixed on Rivendell. And Saruman, you tell me, has betrayed us. Our list of allies grows thin.

This evil can not be concealed by the power of the Elves. We do not have the strength to fight both Mordor and Isengard. Gandalf. the ring can not stay here.

This peril belongs to all Middle earth. They must decide how to end it. Not just for themselves but for those who come after. Elrond approaches Gandalf.

The time of the Elves is over. My people are leaving these shores. Who will you look to when we have gone? The dwarves? They hide in their mountains seeking riches. They care nothing for the troubles of others.

Men? Men are weak. The race of Men is failing. The blood of Numenor is all but spent, its pride and dignity forgotten. It is because of men the Ring survives.

I was there, Gandalf. I was there three thousand years ago when Isildur took the ring.

Isildur. hurry. follow me! IMAGES : ELROND leads Isildur into the steaming volcano.

I let Isildur into the heart of Mount Doom, where the ring was forged : the one place it could be destroyed.

It should have ended that day, but evil was allowed to endure. Isildur kept the Ring. and the line of Kings was broken. There's no strength left in the world of Men. They're scattered, divided, leaderless.

Strangers from distant lands. friends of old. You have been summoned here to answer the threat of Mordor. Middle - earth stands upon the brink of destruction. None can escape it. You will unite. or you will fall. Each race is bound to this fate. this one doom.

The ring can not be destroyed, Gimli, son of Gloin, by any craft that we

here possess. The ring was made in the fires of Mount Doom. only there can it be unmade. It must be taken deep into Mordor, and cast back into the fiery chasm from whence it came. One of you must do this.

No, Indeed. it is hardly possible to separate you. even when he is summoned to a secret council and you are not.

WIDE ON : RIVENDELL . a small cluster of elegant Elven Buildings sitting in a Shangri - la like Valley below towering cliffs and snow capped mountains .

Frodo and Sam walk together . Suddenly , the voices of Merry and Pippin can be heard as they bound up to Frodo and throw their arms around him .Sam looks past Frodo smiling . a bent figure sits alone on a bench , in the Sun . Close on : Frodo turning , following Sam 's gaze .

Close on : BILBO BAGGINS ! He breaks in to a broad grin as Frodo rushes forward to embrace him . Bilbo has aged significantly since we last saw him .LATER . Frodo is turning the neatly inscribed title page of a red leather bound journal :Bilbo smiles Proudly . He is sitting with Frodo on a terrace overlooking a Waterfall . Frodo looks at Page after page of beautiful Handwriting , with intricate Maps and Drawings .Frodo turns a page . there before him , is a map of the Shire .

Sam busily tries to stuff more and more things into his already full pack . pots and pans , blankets , cooking utensils , provisions , clothes .Sam looks up , startled .

Gandalf and Elrond watch Frodo and Sam from Elrond 's balcony ,Elrond turns and walks away .Gandalf turns and looks out the window . Sounds of arrivals . Gandalf watches as Boromir rides through Rivendell gate , followed by Legolas and Gimli .FLASH INSERT : With the broken sword , Isildur slices off Sauron 's finger . Elrond reacts .FLASH INSERT : ISILDUR PICKS UP THE RING AND STARES AT IT , ENTRANCED .

FLASH INSERT : ELROND AND ISILDUR STAND BEFORE THE FIRES OF MT. DOOM .CLOSE ON : ISILDUR . CAPTIVATED BY THE RING .Isildur turns and walks away

Strider watches from the shadows . as Boromir strolls through the darkened gallery . Boromir 's eyes are drawn to an old Fresco on the wall . depicting Isildur defeating Sauron . Boromir looks with Wonderment at Narsil , the Broken Blade of Elendil , which lies on a cloth - covered plinth .Boromir senses Strider 's presence . he looks from the blade to Strider , as if sensing a connection .Close on : Strider picks up the broken hilt , as Arwen appears behind him .

The shards of Narsil. the blade that cut the Ring from Sauron's hand. Boromir picks up the sword and gently touches the Blade. Close on : a small bloom of blood appears on Boromir's finger.

replaces the Broken blade, but it clatters to the floor. Boromir walks away, leaving Strider sitting alone.

It is a gift. a gift to the foes of Mordor! Why not use this Ring? Long has my father, the Steward of Gondor, held the forces of Mordor at bay. by the blood of our people are your lands kept safe. Give Gondor the weapon of the enemy. let us use it against him!

One does not simply walk into Mordor. Its black gates are guarded by more than just Orcs. There is evil there that does not sleep and the Great Eye is ever watchful. It is a barren wasteland, riddled with fire and ash and dust. the very air you breathe is a poisonous fume. Not with ten thousand men could you do this. It is folly.

And if we fail, what then? What happens when Sauron takes back what is his?

If this is indeed the will of the Council, then Gondor will see it done.

Get away from the blade, Pippin. on your toes. good, very good. I want you to react, not think.

Merry. Pippin. Sam. take cover! WIDE ON : THE FELLOWSHIP scramble under what little cover

It is a strange fate that we should suffer so much fear and doubt over so small a thing. such a little thing.

We must get off the mountain! Make for the gap of Rohan and take the West road to my city.

I will find no rest here. I heard her voice inside my head. she spoke of my father and the fall of Gondor, and she said to me : `` Even now, there

is hope left. But I can not see it. it is long since we had any hope.

My father is a noble man, but his rule is failing and our. our people lose faith. He looks to me to make things right. and I would do it, I would see the glory of Gondor restored. Have you ever seen it, Aragorn? The White Tower of Ecthelion, glimmering like a spike of pearl and silver, its banners caught high in the morning breeze. have you ever been called home by the clear ringing of silver trumpets?

One day our paths will lead us there, and the tower guards shall take up the call `` the Lords of Gondor have returned.''

None of us should wander alone ; you least of all. So much depends on you. Frodo?

I know why you seek solitude. You suffer, I see it day by day. Are you sure you do not suffer needlessly?

Let me help you. There are other ways, Frodo. other paths that we might take.

We are all afraid, Frodo. But to let that fear drive us to destroy what hope we have. do n't you see that is madness?

What chance do you think you have? They will find you, they will take the ring and you will beg for death before the end.

You fool! It is not yours save by unhappy chance. it might have been mine. It should be mine. Give it to me! Give me the ring.

I see your mind. you will take the ring to Sauron. You will betray us! You go to your death and the death of us all. Curse you! Curse you and your Halflings! Boromir stumbles and falls. His body shakes as if in the Throes of a fit. slowly he comes to.

They took the little ones. Aragorn quickly tries to staunch the flow of Blood from Boromir's shoulder.

Then you did what I could not. I tried to take the ring from him.

Leave it! It is over. the world of Men will fall and all will come to darkness and my city to ruin. Aragorn.

I would have followed you, my brother. my captain, my King. Aragorn lays Boromir down. He is dead.

Night falls upon the beautiful valley of Rivendell . still and quiet .

Strider and Arwen stand upon a stone bridge . the Evenstar at Arwen 's breast shines in the moonlight .Arwen reaches up and gently touches the Grey at Strider 's temples .Arwen looks into Strider 's eyes .Arwen closes Strider 's fingers around the jewel . Arwen leans towards Strider , gently kissing him .

Elrond addresses the council .Frodo sits amongst a council of free - peoples of Middle earth , Elrond stands before them , addressing Gandalf , Strider , Legolas , and 20 other elves , Dwarves , and men .Frodo steps forward and moves towards a stone Plinth . He places the ring on the plinth and returns to his seat .Strider says nothing and Boromir turns away dismissively . LEGOLAS stands .Frodo looks at Strider questioningly . Boromir turns sharply .The HUM OF THE RING seems to grow louder in Frodo 's ears . Gimli suddenly stands , excited .Gimli suddenly rushes forward ! He swings his axe down on the ring . The axe shatters with a deafening crack ! Gimli falls backwards , staring in disbelief at the ring . unharmed ! Frodo winces as an angry image of the fiery eye hits him ! He slumps in this chair , clutching his forehead . Gandalf looks at him with concern .Stunned silence . the council sits with downcast eyes , as if a great dread has descended on them . Boromir addresses the council in a quiet voiceGimli leaps to his feet !motion . the angry faces , the shaking fists , the accusatory fingers , his eyes move across to the ring . the hum grows louder in his head .CLOSE ON : THE RING fills the screen . streams of blood flow across the surface . flames flicker within the Gold Band .CLOSE ON : FRODO . breathing rapidly , Caught in the grip of his hideous vision . With a huge effort or will , Frodo tears his gaze upon the ring . Frodo suddenly stands . he speaks in a strong , clear voice .Sudden silence . Frodo looks around the room at the astounded faces .Boromir looks at them all then walks towards Frodo .Boromir looks towards Elrond and Gandalf .Frodo stares in wonder as the Greatest Fighters in all Middle earth stand at his side .A Sudden Noise . Sam pops up from behind a Bush !Merry and Pippin jump up from behind another bush !ELROND SURVEYS THE GROUP

This is no mere Ranger. He is Aragorn, son of Arathorn. You owe him your allegiance.

Have you heard nothing Lord Elrond has said? The ring must be destroyed.

I will be dead before I see the Ring in the hands of an Elf! A STORM OF ARGUMENT erupts around the room. CLOSE ON : FRODO. sound disappears as he watches in slow

. you have my sword. Aragorn steps forward. followed by Legolas and Gimli.

I have not the heart to tell you. For me, the grief is still too near. Boromir is sitting alone. Aragorn approaches him.

A shadow and a threat has been growing in my mind. Something draws near, I can feel it.

If anyone were to ask for my opinion, which I note they have not, I would say we are taking the long way round. Gandalf, we can pass through the Mines of Moria. My cousin, Balin, would give us a royal welcome. Gandalf clearly thinks that is a bad idea.

We can not pass over the mountain. Let us go under it. Let us go through the mines of Moria. Gandalf has a concerned look on his face.

So, master elf, you will enjoy the fabled hospitality of the dwarves ; roaring fires, malt beer, red meat off the bone. This, my friend, is the home of my cousin, Balin. and they call this a Mine.

Let them come! There is one Dwarf yet in Moria who still draws breath!

Nobody tosses a dwarf! The BALROG smashes through the wall and spreads its vast wings. It swoops down past the Fellowship, disappearing into a flaming pit!

Stay close, young hobbits. they say a Sorceress lives in these woods. An elf - witch of terrible power. All who look upon her fall under her spell.

Well, here's one dwarf she wo n't ensnare so easily. I have the eyes of a hawk and the ears of a fox!

Oh, yes, just a simple matter of finding our way through Emyn Muil, an impassable labyrinth of razor sharp rocks. And after that gets even better. a festering, stinking marshland, far as the eye can see.

Boromir. give the ring to Frodo. ARAGORN'S HAND moves to his sword hilt.

He's trying to bring down the mountain. Gandalf! We must turn back!

Go on, Bill, go on. do n't worry, Sam. he knows his way home. Aragorn slaps Bill on the rump. Bill goes trotting off. CLOSE ON : Sam watching Bill disappear into the darkness.

By nightfall these hills will be swarming with Orcs! We must reach the woods of Lothlorien. Come, Boromir, Legolas, Gimli, get them up. On your feet, Sam. Boromir glances towards Frodo, then back at Aragorn. Frodo is walking away, as if in a daze.

Haldir of Lorien, we come here for your help. We need your protection.

We cross the lake at nightfall, hide the boats and continue on foot. we approach Mordor from the North.

That is our Road. I suggest you take some rest and recover your strength, Master Dwarf.

No. Orcs patrol the Eastern shore. We must wait for cover of darkness.

I would have gone with you to the end. into the very fires of Mordor.

No, Boromir. You fought bravely. You have kept your honor. Aragorn tries to bind Boromir's wound.

I do not know what strength is in my blood, but I swear to you. I will not let the White City fall, nor your people fail.

Be at peace, son of Gondor. Aragorn bends and Kisses Boromir's forehead. Legolas and Gimli appear behind him. Aragorn stands.

They will look for his coming from the white tower. but he will not return.

Not if we hold true to each other. We will not abandon Merry and Pippin to torment and death, not while we have strength left.

Leave all that can be spared behind. CLOSE ON : ARAGORN. a steely light in his eye.

Close on : An old sword sliding out of a shabby leather Scabbard . its polished , well tendered Blade glitters cold and bright .Bilbo offers Sting to Frodo .Bilbo unwraps a small shirt of close woven Mail .CLOSE ON : Frodo peels off his shirt . revealing The Ring on the Chain around his neck .Suddenly ! A shadow passes across Bilbo . for a split second he becomes a wrinkled creature with a hungry face and Bony , groping hands . Frodo pulls away , shocked . the shadow passes . Bilbo slumps into a chair , his head in his hands . Bilbo falters . his eyes filling with tears .Bilbo sobs and Frodo moves to comfort him .

The Fellowship climb the long steep path out of the cloven vale of Rivendell .

The fellowship trekking through a land of Deep Valleys and turbulent waters . the misty mountains rise sharply to their left .

CLOSE ON : Sam at the campfire . The sound of clashing swords ! Wider : Aragorn and Boromir are giving Pippin Sword tuition .CLOSE ON : GIMLI has managed to corner Gandalf .Boromir thrusts , catching Pippin on the hand . Pippin throws down his sword , kicks and lunges at Boromir , tackling him to the ground . Much laughter . Legolas ' eyes are fixed on a distant Dark Patch which darts about the sky , like flying smoke in the wind .there is . as a regiment of Large crows fly low overhead at Great speed , wheeling and circling above . As their dark shadow passes over the fellowship , a single harsh croak is heard . and the crows suddenly wheel away , back towards the south . Gandalf staggers to his feet .Gandalf looks at Aragorn , turns to the others . gesturing towards a high mountain pass .

The Fellowship clamber through Rock and Snow . CLOSE ON : Frodo slips on some shale . as he scrambles to his feet , the Ring falls on the ground . CLOSE ON : the ring gleaming in the snow ! Boromir 's Hand picks it up by the chain . he stands , the ring dangling before his eyes . He seems to grow in stature , as if absorbing its power . Aragorn warily approaches Boromir . Boromir is motionless . he stares at the ring , as if transfixed .Ring 's POV . looking up at Boromir 's face . The strange hum vibrates on the soundtrack . CLOSE ON : a Weird beatific smile lights up Boromir 's face . The HUM grows to a Deafening roar ! Boromir suddenly snaps out of his trance and hands the ring back to Frodo .Boromir smiles at Frodo , ruffling his hair . CLOSE ON : ARAGON unhands his sword .

Following the crows as they race deeper and deeper , passing a vista of Industry , Hundreds of Orcs and writhing Birthsacks . flying past Saruman , who stands upon a wooden Gantry . CLOSE ON : Saruman , listening to the Cries of the crows .

THE FELLOWSHIP are struggling through a blinding blizzard , up towards the PASS OF CARADHRAS . Legolas the Elf moves lightly across the top of the snow . he suddenly pauses . Saruman 's voice sweeps by in the wind .THUNDER RUMBLES . ROCK and Shale fall from above .GANDALF RAISES HIS STAFF . HE CHANTS INTO THE WIND .

CAMERA SWEEPS PAST SARUMAN . he stands on the summit of Orthanc , Chanting . CLOUDS ARE FLOWING FROM ALL DIRECTIONS . converging on the distant mountains in a stormy Malestrom .

Saruman 's voice strengthens . rolling past the fellowship like thunder . A LIGHTNING CRACK explodes on the mountainside above them . Frodo looks up in horror as a huge snow avalanche thunders down towards them ! The Fellowship throw themselves against the cliff face as snow crashes onto the narrow ledge . LEGOLAS pulls Gandalf to safety . Aragorn shields Frodo and Sam as snow piles around them . Within moments , the pass is blocked and the fellowship are enveloped in snow . Boromir and Aragorn frantically dig for the hobbits . who are pulled out Shivering and Fearful .CLOSE ON : FRODO , the weight of the decision weighing heavily upon him . CLOSE ON : MERRY and PIPPIN shivering in Boromir 's arms .Frodo meets Gandalf 's eye .

The Fellowship are walking along the far shore of dark lake . directly below great looming cliffs .Footing is treacherous on the narrow strip of green and greasy stones . Gandalf touches the smooth rock wall between the trees . slowly , faint lines appear like slender veins of luminous silver running through the stone .A large moon rises over the mountains . The lines grow Broader and Clearer , forming a glowing arch of interlacing ancient letters and symbols .Gandalf raises his arms .The cliff towers into the night , the wind blows cold , Frodo shivers . and the door stands fast ! GANDALF CONTINUES . Mumbling spells in his efforts to open the door . Sam packs pots and pans at his feet . watching sadly as Aragorn un - saddles Bill the pony . CLOSE ON : ARAGORN whispering to Bill the Pony .SPLASH ! Merry and Pippin are tossing stones into the lake . Black Rippling rings slowly fan out . Pippin is about to throw another stone , but Aragorn grabs his arm .Aragorn watches anxiously as the Ripples appear to grow . he exchanges a look with Boromir . Aragorn 's hand creeps towards his sword . Gandalf gives up in despair . he sits down beside Frodo . Close on : Frodo peers at the Elvish inscription . his face breaks into a smile of comprehension .Gandalf raises his eyebrows .With that , the rock face silently divides in the middle and two great Doors swing outwards . revealing a blackness deeper than the night . As the Fellowship enter the Blackness , something in the water stirs .

The Fellowship step warily into the darkness of Moria . a Dank cavern , with winding steps leading deeper into the mountain .A Glow from Gandalf 's Staff suddenly lights the chamber . The Fellowship recoil in Horror ! Many dwarf Skeletons are strewn about , clearly the dead of some old battle . the rusting armor and shields are peppered with arrows and axes .The Fellowship draw swords and back away , towards the Entrance .

Frodo is suddenly PULLED TO THE GROUND . A long sinuous Tentacle is wrapped around Frodo 's ankle and is dragging him towards the lake . FRODO CRIES OUT as Aragorn and Boromir rush forward ! Aragorn severs the Tentacle holding Frodo , and pulls him to safety . Boromir hacks at the other Writhing Limbs . 20 more tentacles ripple out of the Lake ! The dark water Boils as the hideous beast lashes out at the FELLOWSHIP ! Again the creature grabs Frodo and pulls him to the lake , Frodo is flung in the air as the Fellowship battle the creature . Aragorn hacks at a tentacle . Frodo is released , falling into Boromir 's arms .Legolas shoots an Arrow into the creature 's head , gaining a few vital seconds for Aragorn and Boromir as they race out of the water with Frodo . The FELLOWSHIP hurriedly back away from the Creature . retreating into the Moria Chamber as many Coiling arms seize the large doors .

With a shattering echo , the creature rips the doors away , creating a rock slide that crashes down the Cliff Face . Within seconds , tons of rock seal the doorway . throwing the Fellowship into Pitch Blackness . A faint light rises from Gandalf 's staff , throwing a Creepy Glow across the old wizards face .

WIDE ON : the Fellowship crossing a precarious bridge above deep mine workings .

They continue up a steep stair , passing through a dwarf cemetery . The graves are despoiled . dwarf skeletons are strewn about and Goblin Graffiti is scrawled on monuments in dried Dwarf blood . The Atmosphere is very sinister .

The path splits into three passages . each disappearing into dark tunnels . Gandalf pauses , frowning .LATER . The Fellowship are nervously waiting . while Gandalf sits , staring intently at the 3 tunnel mouths in front of him . He appears to be in some kind of trance . CLOSE ON : FRODO He turns at the sound of a faint noise down the tunnel behind them .Frodo 's POV : a sudden glimpse of a creature darting in the darkness . Frodo is nervous . he approaches Gandalf .TEASING SHOT : and emaciated , leering creature .Gollum 's withered fingers are gripping the cave wall . he is large , Luminous eyes blinking with malice .

The Fellowship pass under an arched doorway into a black and empty space . Gandalf pauses .blazes . like a silent Flash of Lightning . Great shadows spring up and flee .their heads , upheld by many mighty pillars hewn of stone . Before them stretches a huge empty hall , with black walls , polished and smooth as glass .Ahead of them , a wooden door has been smashed . Black arrows are embedded in the timbers . Two goblin skeletons lie in the doorway . Gimli rushes ahead .

Gimli rushes into another vast empty chamber . lit with a narrow shaft of sunlight , beaming in from a small hole near the roof . Dwarf and Goblin skeletons are piled high . In the far corner sits a stone walled Well . A shaft of light falls directly onto a stone table in the middle of the room : a single oblong block , about 4 feet high , topped with a great slab of white stone . Gimli falls to his knees .Gimli sobs . Gandalf quietly reads an inscription of runes , carved onto the white stone slab .Gandalf carefully lifts the rotting remains of a book from the white stone slab . It has been slashed and stabbed . and appears to be covered in Dried Blood . The pages crack and break as he opens it .Unnerved , Pippin backs away nervously . He stumbles against the well , sending a precariously balanced Armored skeleton tumbling in ! Merry reaches out , Grabbing hold of Pippin before he falls . The Fellowship freeze in stunned silence as the armored skeleton clatters down the deep well . echoing loudly !

Gandalf turns angrily on Pippin .ANGLE ON : PIPPIN , CHASTENED . They fall silent . A low rolling boom rises from the depths below . growing louder . BOOM . BOOM . as if the caverns of Moria were turned into a vast drum . A great horn blasts nearby . Answering horns . running feet . harsh cries . Sam 's eyes glance at Frodo 's belt .Frodo looks down . A cold blue glow is emanating from Sting 's Scabbard ! Frodo draws the Sword . and stares at its glowing blade !Aragorn and Boromir slam and wedge the doors . Boromir catches sight of something ; he turns to Aragorn with shock in his eyes .Gimli snatches up two rusty dwarf axes and leaps onto the tomb .BOOM ! The Door bursts open in a shower of wood fragments , and 20 Goblins charge into the tomb , followed by a huge cave troll ! Gimli ducks a blow and immediately buries his Axes in 2 Goblin helmets . Aragorn and Boromir wade into the mass of Goblins with their swords . Legolas fires deadly arrows into Goblin throats , desperately trying to Shield the Hobbits ! Gandalf is clutching his sword and joins in the battle ! The cave troll is sweeping his club at Aragorn . who stumbles backwards . the huge club descends for the killing blow . suddenly , in a flash of steel , Boromir 's long sword slices into the Scaly arm of the troll ; it rears back , spewing green blood ! Sam is backing up against a wall . a sword in one hand , a saucepan in the other . In desperation he swings wildly at a Goblin with a saucepan ! It keels over . Sam looks surprised . He wallops another Goblin and it too , drops .The Cave Troll lunges forward , thrusting at Frodo 's chest with his spear .Sam screams as Frodo is lifted off his feet by the spear tip and slammed against the wall .The hobbits go crazy . Sam slashes at the cave troll 's knee , bringing him down . Merry and Pippin jump on him . Legolas fires an arrow . and the cave troll topples , dead . Aragorn rushes to Frodo 's side as he slumps to the floor . Frodo appears to be dead . Close on : Gandalf , Aragorn , Hobbits looking horrified . Suddenly Frodo coughs . takes a huge breath .Frodo open his shirt to reveal the Mithril Vest . The Troll Spear did not pierce the mithril . ''BOOM . BOOM . BOOM the sound of the drums rings out again ! Gandalf turns to the others .

Gandalf leads the fellowship into the huge Dwarrowdelf Chamber .They hurry towards a distant door . as Goblins start scuttling down the Pillars behind them , like cockroaches ! Frodo looks with horror at the overwhelming Goblin army that 's rushing toward them ! SUDDENLY ! A deafening roar fills the air ! A fiery light dances down the hallway . the pillars casting eerie shadows . The Goblins freeze . They back Fearfully away from the approaching beast . melting into the darkness .A HUGE SHADOW , surrounded by flame , falls across the hall . the ground shakes . an unearthly sound rumbles .

The BALROG , a massive creature rises from a chasm , a great 40 foot man - beast , with a mane of flames ! In one hand is a blade . like a stabbing tongue of fire ; in the other , a WHIP of many thongs . Aragorn leads the fellowship to the top of a dizzying stairway . Gandalf follows , leaning heavily on his staff . Close on : Aragorn looks at Gandalf , concerned .Aragorn hesitates . Gandalf looks at him .THE FELLOWSHIP race down the stairway , Aragorn picks up Frodo . leaping across a gaping chasm . A NARROW BRIDGE , spanning a bottomless pit . Gandalf yells to the others : Aragorn makes to throw Gimli across the Chasm .

The Fellowship run into a hall . the floor is split with fissures that spit flame .They race towards the slender bridge of stone . without kerb or rail . at the far end of the hall . The Fellowship recklessly hurry over the dizzying bridge . but Gandalf . the last . pauses in the middle of the span . he faces the Balrog . staff in one hand . Sword in the other ! Frodo looks back in horror :Frodo watches as the Balrog puts one foot on the bridge and draws up to Full Height , wings spreading from wall - to - wall . Gandalf is a tiny figure , balanced precariously on the narrow bridge .flame . Gandalf blocks with his sword . a ringing clash and the Balrog 's sword shatters into molten fragments !GANDALF CRIES ALOUD as he summons up his LAST RESERVES OF STRENGTH ! He thumps the bridge with his staff . a blinding sheet of white flame springs up . the staff shatters . the bridge breaks . right at Balrog 's feet . The stone bridge drops away into the gulf . from under the Balrog . For a moment , the great Beast remains poised in the air . then it plunges down : in slow motion Relief floods Frodo 's face . Gandalf remains trembling on the lip of the broken bridge . Slow motion : As the Balrog falls , he lashes out with his whip of fire . Slow motion : The thongs of the whip lash and curl around Gandalf 's knees , dragging him over the brink ! Gandalf just manages to hand on by his fingertipsCLOSE ON : Gandalf lets go his grip and falls away . following the Balrog into the bottomless Abyss ! Frodo cries out ! Boromir scoops him up and carries him away .They rush towards an archway .

The Fellowship tumble out of the Great Eastern Gate on to a grassy sunlit hillside . Sam , Merry , and Pippin fall slowly to the ground , Sobbing . Aragorn turns to Legolas and Gimli .CLOSE ON : FRODO SLOWLY TURNS . a look of numb shock on his devastated face . The Fellowship marches on .

Aragorn scours ahead of the company , as they stumble on in the fading light . in the distance the shimmer of a large forest can be seen . Lothlorien !

WIDE ON : The fellowship run across a forest floor strewn with yellow flowers . above is a roof of golden leaves , held up by silver pillars . the trunks of huge , grey trees . Gimli looks nervously around .Frodo hesitates . a STRANGE VOICE whispers in his head .The FELLOWSHIP are suddenly surrounded by ARMED ELVES . Deadly arrows aimed at their heads . HALDIR , the Elvish captain steps forward . he looks at Gimli with disdain .Haldir 's eyes lock onto Frodo .

You have entered the realm of the Lady of the Wood. You can not go back.

Haldir leads the Fellowship onto a Hill Top . They look with wonderment at the vista spread before them . Several miles towards the South , a Large Hill rises out of the woods . Upon the hill rise many mighty Mallorn Trees , taller than any others . Nestled high in the crown of the mallorns is a Beautiful City . It Gleams in the low rays of the late afternoon sun . green , gold , and silver . To the east of Caras Galadhon , the Woods of Lorien run down the pale gleam of Anduin , the great river . Beyond the River , the land appears flat and empty , formless and vague , until far away , it rises again like a dark and dreary wall . The Sun that lies on Lothlorien has not power to enlighten the shadows that lie beyond .

ANGLE ON : THE FELLOWSHIP step onto a wide fleet filled with a soft light . The walls are green and silver , the roof gold and in its midst is the trunk of the might Mallorn tree , now tapering toward its crown . Celeborn steps forward to greet the guests . His hair is long and silver , his face grave and beautiful , with no sign of age upon it . Next to him stands Galadriel , the Lady of the Elves . She has hair of deep gold and timeless , unsurpassed beauty . Celeborn looks hard at Aragorn .Frodo looks at Galadriel , standing silently beside Celeborn .Galadriel 's eyes settle on Sam .side . Powerful , divine . no longer of this world . a Piercing white light surrounds her .

Eight there are, yet nine there were set out from Rivendell. Tell me, where is Gandalf, for I much desire to speak with him.

Gimli , Legolas , Merry , Pippin , Frodo and Sam are in a pavilion set among the trees near the fountain . They lie on soft couches as Elves leave food and wine for them . MOURNFUL SINGING drifts down from the trees above .Moonlight catches the trace of tears on Boromir 's face . Aragorn kneels down beside him .CLOSE ON : BOROMIR looks at ARAGORN in despair .Boromir feels Aragorn 's love for Minas Tirith and takes heart ,Aragorn returns Boromir 's smile . betraying his disquiet sadness only when Boromir looks away . LATER . The Fellowship are asleep on their beds . Gimli is snoring loudly . CLOSE ON : BARE FEET tread soundlessly across the lawn . CLOSE ON : Frodo 's eyes flicker open . as if by instinct . GALADRIEL , her White dress glowing in the moonlight , glances at him . Frodo follows her . as if drawn by an invisible force .

Upon a low stone pedestal , carved like a branching tree , sits a shallow Silver Basin . Galadriel leads Frodo into the small Glade .Galadriel pours water into the basin from a silver jug . a glow rises from the water .Frodo slowly steps up to the pedestal . he peers into the glossy surface . The night sky is reflected into the water . suddenly a figure takes form . the bowed figure of an old man , clad in white robes . He walks down a long road . Frodo leans closer to the mirror 's surface . CLOSE ON : GANDALF LIFTS HIS HEAD AND LOOKS DIRECTLY AT FRODO ! FRODO gasps , his face lighting up with hope .Gandalf looks at Frodo with a fierce intensity . Frodo reaches out his hand toward the surface of the mirror . Suddenly the image flares , burning out to white . The vision shifts . Frodo gasps in horror ! The Shire is in ruins ! The image suddenly widens to fill the screen . buildings burning . bodies strewn about . Dark Shapes of ORCS looting and destroying . Bag End , billowing in flames ! The Party tree is hacked down . Frodo reels back as the mirror seems to grow . the nightmarish image sweeps past his head , engulfing him entirely . IMAGE : Hobbiton . now an Industrial wasteland ! The fields and trees destroyed . replaced with Brick factories belching smoke ! IMAGE : ORCS brutally herd manacled Hobbits into the Factories ! We see Sam . Merry . and Rosie Cotton . Soot - stained and sobbing , they disappear into the factory hell - hole ! Suddenly , the mirror goes dark . and out of the black abyss a single eye grows . CLOSE ON : FRODO IS FROZEN . Unable to move or cry out . The ring dangles from his neck , inches above the water . not shimmering with curls of steam . Fire erupts around the eye . With a Yell , Frodo pushes himself away from the pedestal and collapses on the ground . Light instantly fades from the mirror . Frodo comes to his senses . he is shocked . Galadriel stands still as a statue , unmoved , untouched by the horror .Galadriel looks at Frodo intensely . Frodo looks down . in his hand he is clutching the ring . Frodo looks up at Galadriel .Galadriel suddenly seems to rise in stature before Frodo 's eyes . Frodo is suddenly afraid of her .Galadriel suddenly laughs . a slender Elf - woman once more , clad in simple white , her voice soft and sad .Frodo realizes what her message is .The Ring lies in the palm of Frodo 's hand . his fingers close over it .

Naked , Lurtz 's eyes follow Saruman , alight with a mean intelligence .

QUICK CUTS : LURTZ is quickly armored . Breastplate . Leg guards , Helmet . a sword is thrust in Lurtz 's hand . The URUK - HAI are smearing themselves in white paint . a creepy ritualistic ceremony . the white hand of Isengard is smeared on bodies , faces , and armor . SARUMAN address a crowd of 200 fully armed URUK - HAI .

Lurtz is leading 200 URUK - HAI out of Isengard . they run fast , their powerful legs carrying them at speed .

The Fellowship are in small elven boats . They row away from the Lothlorien Shore into the Silverlode river . Elves quietly watch them depart . Galadriel gives Frodo a small Crystal Phial .As the Fellowship 's boats drift past , Galadriel stands alone , watching from the banks of the river . In his head , Frodo still hears her voice .

The boats pass into the great river Anduin . The Three Elven boats carry the Fellowship steadily southward . Green trees slowly give way to a brown and withered land .

The Uruk forces are running through the trees with deadly purpose .

A flock of birds circle high above , Black against the pale sky . Aragorn watches them with concern .

The Three Elven boats drift slowly through the steep rocky gorge in the Pre - dawn light . CLOSE ON : ARAGORN , slowly paddling in the stern .Frodo slowly looks up , his eyes widening with amazement . Wide on : Two enormous rock statues , towering like 300 foot pinnacles on either side of the river . carved images of Gondorian kings of old . They loom over the boats with power and majesty .Close on : Aragorn . strangely moved by the beauty of the silent sentinels . He speaks , almost as if to himself .The fellowship stare in stunned silence as the current takes them through the narrow gap between the Statues ' feet . Wide on : Craning up past the statues vast crumbling heads , to reveal a large lake only a mile down river .

ANGLE ON : THE FELLOWSHIP As they leap out of the boats and clamber onto the wooded shore .Legolas turns to Aragorn with urgency .Legolas casts a glance around into the Parth Galen forest .Aragorn looks at Legolas , knowing full well what he means . Sam has slumped asleep . Merry dumps a small pile of kindling at Gimli 's feet .Sam sits up with a start . Aragorn 's head snaps round . his eyes fly to Boromir 's shield which lies abandoned by his camp bed . CLOSE ON : ARAGORN . as he realizes Boromir has gone !

Frodo is walking beneath the trees . lost in thought . His feet hit the rough edge of an ancient stone slab . his eyes follow an overgrown path towards stone stairs leading to the summit of Amon Hen . the seeing seat . A CRACKLING SOUND ! Frodo freezes .Frodo turns slowly . he stares at Boromir , tense , cautious .Frodo stands silent for a moment . the murmur of the Wind in the trees and the distant roar of the falls of Rauros can be heardBoromir has started forward towards Frodo , he pulls himself up .Frodo steps hurriedly away from Boromir .Frodo turns to leave .Boromir leaps on top of Frodo , grasping for the ring ! Frodo has only moments to act . Frodo rips the ring from around his neck . and rams it on his finger .

FRODO races through the misty twilight world , past the foggy shapes of twisted trees . Somewhere behind him , Boromir 's distraught voice carries from another dimension :Frodo suddenly finds himself on the stone steps . he clambers up the stairs , onto a high seat , perched on four stone pillars . Frodo cowers on the seat , like a lost child upon the throne of mountain kings . The world of mist swirls around him . Frodo peers out from the seat . the world seems to shrink . In all directions , Views of far off lands telescope towards him through the mist . IMAGES : ORCS spilling out of holes in the misty mountains . flames rising from Mirkwood . grim faced easterlings march to war . black ships sailing into the south . All the power of the Dark Lord is in motion . Frodo moves his gaze towards the east . fire explodes against the smoke , as a huge mass of black battlements fills Frodo 's vision . A mountain of iron , immeasurably strong , tower of adamant : Barad - dur , FORTRESS OF SAURON ! SUDDENLY ! SAURON 'S EYE LEAPS TOWARD FRODO LIKE A FINGER OF LIGHT . SAURON -LRB- V.O. -RRB- -LRB- IN BLACK SPEECH -RRB- They will fall ! Frodo leaps off the seat , and tumbles down the stairs ! The eye sweeps Amon Hen like a searchlight , seeking its ring ! With a huge effort , Frodo wrenches the ring off his finger .

Frodo lies gasping on the summit of Amon Hen . below the ancient ruins of the seeing seat . AT THAT MOMENT : A BLACK BOOT STEPS INTO SHOT ! Frodo looks up as Aragorn towers over him .Frodo backs away from Aragorn . Aragorn is shocked by the movement .Frodo uncurls his fist . in is palm lies the ring ! It glints , gold and beautiful in the afternoon sun . Aragorn 's eyes are drawn to it .Aragorn freezes ! He draws his sword .Frodo hesitates .Frodo backs away into the trees . as 200 URUK - HAI SWARM onto Amon Hen behind Aragorn ! Aragorn attacks the leading URUK - HAI like a madman . he brings two down with his sword . leaping into the ruins as others close in on him . Frodo scrambles down the hillside , away from the fight . Aragorn battles the URUK - HAI , amongst the pillars and blocks of Amon Hen . Despite his bravery , he is quickly surrounded . SUDDENLY : ELVEN ARROWS smash into the URUK - HAI . Legolas races out of the woods , firing his bow . Gimli leaps into the battle , wielding his might axe .

Frodo is darting down the steep hillside as heave feet thunder down behind him .Sam looks around for Frodo . CLOSE ON : LURTZ ordering his URUKS .Frodo stumbles and falls . quickly he crawls behind a tree . above him the sound of Uruk - Hai crashing through the forest rings out .Frodo turns to see Merry and Pippin hidden in a hollow , a few feet away .Frodo looks at his friends . slowly shakes his head , a great sadness in his eyes .Merry 's eyes meet Frodo 's . Understanding .Pippin stands and makes a move toward Frodo . Merry grabs at his arm .THE ECHO OF BOROMIR 'S HORN reaches Aragorn , Legolas , and Gimli . they are battling their way down the Slopes towards the lake .Aragorn desperately slashes his way towards Boromir , felling URUK - HAI in his path . while Legolas and Gimli fight a rear guard action . MANY URUK - HAI fall to Boromir 's sword as he tries to protect Merry and Pippin .Lurtz takes aim . A black arrow suddenly thuds into Boromir 's chest . Amazingly , Boromir continues fighting , but another arrow . and another , brings him to his knees . Merry and Pippin are scooped off their feet by URUK - HAI .Lurtz aims his bow at Boromir 's heart . suddenly Aragorn charges at him , smashing the Bow with his sword . They lock into a deadly battle . Aragorn cuts Lurtz down and races towards Boromir , who lies slumped against a tree . URUK - HAI arrows sticking out of his chest . At least 20 dead URUK - HAI lie heaped around Boromir . His horn lies at his feet . Cloven in two .Boromir holds Aragorn 's gaze .Aragorn places Boromir 's sword in his hand . Boromir 's fingers tighten around the hilt .

On the lakeshore Frodo stands in front of one of the Elvish Boats , the ring in his palm . A distraught Sam . running as hard as he can through the forest .Close on : Frodo looks to the far side of the river . the camera moves in on the ring .Tears fall down Frodo 's face .With renewed determination , Frodo tucks the ring inside his vest pocket . The small figure of Frodo pushing the Elvish boat into the water . Sam bursts through the trees and runs toward the lake . Frodo is already paddling away .shore . tears in his eyes . the voice of Sam carried on the wind . Frodo whispers to himselfSam looks at the water . then at the boat . SPLASH ! FRODO turns to see Sam launching himself into the water .Sam splashes hopelessly toward the boat .Sam starts to go under , spluttering and coughing . Frodo drops his paddle and scrambles backwards in the boat .Sam is underwater . hands flailing helplessly as he sinks . Close on : Frodo 's hand grasping Sam 's . Frodo pulls a bedraggled and half drowned Sam into the boat . Frodo and Sam look at each other , out of breath , tears and water streaming down both their faces .Frodo starts to laugh through his tears . the two friends hug .The two Hobbits row through the water .

Slow motion : Looking down on swiftly flowing water . Boromir 's body slides under camera . He is lying in one of the boats , his arms across his chest . his broken horn at his side . Suddenly . the boat drops away from camera . as it plunges over the massive falls of Rauros , disappearing into the vapor below .Aragorn looks towards the far shore ; Frodo and Sam 's small Boat can be seen lying on the distant Riverbank as Frodo and Sam make off into the forest beyond . He does n't react . Legolas turns and looks at Aragorn .Aragorn pulls a HUNTING KNIFE out of his pack and straps it on .Aragorn , Legolas , and Gimli disappear into the Woods , following the URUK - HAI trail .

Frodo and Sam scramble onto a high ridge . A distant line of Saw toothed mountains below a dark , oppressive sky . Black volcanic smoke rises behind the mountains . MORDOR !Frodo looks at Sam with great affection . despite the grim outlook , Sam is undeterred .WIDE ON : THE TWO HOBBITS SETTING OFF TOWARD MORDOR . THE END

Brian Duffield Based on the novel by Aaron Starmer GREEN REVISION PAGES 1/19/18: PINK REVISION PAGES 1/12/18: BLUE REVISION PAGES 1/5/18:

© (2017/2018) Spontaneous Film Productions Inc. All rights reserved. No portion of this script may be performed, published, sold, or distributed by any means, or quoted or published in any medium including on any web site, without prior written consent. Disposal of this script copy does not alter any of the restrictions set forth above.

MARA is bored as unholy fuck. Her teacher SPIROS drones on about some pre-calc bullshit. All of Mara's classmates share in her boredom, even the ones that are kiss-ass assholes. She flicks a pencil up her desk. It rolls back down. She flicks it back up. It rolls back down. She flicks it back up and- It rolls off the desk and hits the floor. Mara searches the ground for the pencil. All she sees are shoes and backpacks until- Finally, she finds it. Behind her feet. She bends out of frame to pick it up and- A strange puff is heard. Followed by the sound of splattering. Followed by the sound of gasping. Followed by the sound of screaming. Mara pops upright, eyes wide open. \*A student covered in blood behind Mara begins to scream. \*

Katelyn Ogden was a lot of things, but she wasn't particularly explosive, in any sense of the word.

She was quickly becoming the Dalton Twins' number one marijuana customer, but that's hardly a reason to pop like a zit-

I wasn't close with Katelyn, but we weren't enemies or anything.

She was just, ya know, a classmate. For a decade. Lots of people liked her. Guys especially.

Everyone quickly realized Katelyn Ogden was not a suicide bomber, seeing as the only thing that blew up was Katelyn Ogden.

After the unprecedented event, we \* got taken to the police station. \* Which was very exciting. We got \* asked a lot of important questions like-

I only washed my hair. Then they gave us a bunch of ugly as shit sweat suits and made us wait.

Tess McNulty and I have been best friends since elementary school.

When Tess' shitbrain dad walked out on her and her mom we spent a few days at the beach and-

We saw these baller old chicks in kimonos, holding hands and smoking a hookah with their toes in the sand.

He was that guy that just made everything better. He was air conditioning.

Everyone could come and go as they pleased. Everyone except us. The press loved it, especially when the FBI and every other fucking agency came to town.

The next thing I saw was red. The combustion happens faster than it takes to blink. His blood, his blood covered my eyes before I had a chance to close them.

I kept my eyes shut for as long as I could once I closed them. I don't remember wanting to walk but I guess that's what I did.

A fragment of his jawbone hit my forehead. I never felt it. I never felt anything.

I don't remember how long I waited. I don't really remember anything.

Everyone left and we were free to leave. It was super anti-climactic.

The Man was like, oh hey the snooze button works, we just got the first batch wrong, but we swear this new batch is legit. I think they just want to sell me pills for the rest of my fucking life.

They're going to tear down the school, which makes sense. They're also going to make a memorial for the departed, which makes less sense, because let's be honest-

At the end of the school year, 78 students died, or about two thirds of the senior class. I didn't die. I guess I'll never know why.

At the end of the day, it's all about... what you do with the time you are given or... Like... Gandalf wisdom or...

The world is a fucking cruel piece of shit and nothing makes sense and the only thing you can do is put yo middle fingers up and be all like, fuck you, life!

I'm gonna be amazing in spite of all life's shit. Suck my dick! I'm gonna live forever! I'm gonna travel the world-

And make a low-to-minimum wage but do really well online and shit. Probably date some nice boys.

I'll probably marry a few of them. They'll tend to me like I'm a literal ticking time bomb and I will lord it over them in fights like "bitch, you don't know what I've seen!

I've seen some SHIT!" And sometimes, late at night when the world is quiet, I'll tell them about Dylan.

I'll probably have a bunch of kids and be a dope mom, and be terrified every day of my life that they inherited my senioryearitis. And then I'm gonna be, I don't know, no, you know, fuck it, I'm gonna be President.

Trump's gonna look up at me from his gold crusted coffin and go, who the fuck is this bitch, and I'll tell him, that's President Bitch to you, motherfucker.

The Big Bang happened out of nowhere for no reason. Or maybe God set it all into motion. Who knows, And then like the dinosaurs died-

Because a meteor hit the earth at the exact worse spot, which is probably like a one in an all the numbers chance of fucked-

And volcanoes explode and drunk drivers drive and sinkholes open up and people have brain aneurysms and it's all bullshit. All of it.

And maybe Gandalf and Clint Eastwood were right, though Clint Eastwood's a Republican so I'm skeptical. But Gandalf is tight.

I don't know what's gonna happen next. I hope it's dope. All I know is I could die any second now. Hell, so could you. Nothing's fair. But it's a beautiful world, and I'm happy I get to be here, if only for a little while. 'The fuck else can you do.

With some friends, Katelyn smokes a joint.Everyone in the car nods at this correct deepness.

And you're not gonna tell this Scully-wannabe they came from us?

I don't know what it is, but I also don't really want to find out.

It's a blessing for you to show up today. We have a buncha shit we don't really want to travel with.

The car keeps driving with no one at the wheel as the two girls look around in shock.

Moments after the Katelynblast, a GIRL is screaming.Mara is stunned as the class charges out the door.

Your eyes are soft with sorrow. Hey, that's no way to say goodbye.

I loved you in the morning, our kisses deep and warm. Your hair upon the pillow like a sleepy golden storm.

We're working on our college essays. It's not like we're allowed to go anywhere else.

I just wanted to be top of the class and I think I like, willed all my competition to die.

I was going to ask her to prom. She was so hot. I even narrowed down motel room options to two choices.

Jed, covered on his back in his never-date's blood, stumbles around in shock. Mara looks down at her pants and shoes, which have flecks of red on them.Mara looks up and sees her best friend, TESS MCNULTY, running towards her.

What do they call a not-yet-cougar? Like, someone that hates high school boys now but admits they will love them years from today.

She's gonna throw up in the bathroom because she drank a ton of mushrooms and wants you to hold her hair back.

Since kids are literally exploding, that's kind of possible, right?

Yeah! I'd love to be able to sleep and not have constant nightmares of exploding.

All the other classrooms are meeting at the community center so they don't catch our disease.

It's the idea of like, if you have infinite monkeys, and you give all of them infinite typewriters and infinite amount of time, they'll write Shakespeare.

They'll literally write every book of all time because they can't not.

No, the idea that because you can't say with certainty that something won't happen then eventually it has to happen. Like the big bang.

I need to get the fuck out of here! And it sucks, it really fucking sucks about what happened to Dylan, but it's been happening for SEVEN FUCKING MONTHS. I'm losing my mind! I don't want to die.

I'm leaving tonight. I need my life to start. Even if it's just a few minutes long.

I've never done shrooms before, but I can't honestly think of a better time to start.

Nah-uh. You brew 'em in liquid to make sure you don't get sick. That's what Native Americans do.

I agree! Get it while the getting is good. The only real downside is high school boys.

Alright. It was definitely the best memorial I've ever attended.

I know it's a- Oh holy shit! You're the guy! You have a crush on me!

I'm not usually like this. I can usually really hold my drugs. Also: I usually never do drugs.

I saw Katelyn's dad scratch her stick figure sticker off the back of his car.

Way sluttier girls than me. Wouldn't stick around while I hurled either.

Fo sho. You're in a bunch of my classes. You're a movie nerd. You're pretty cute. Your dad died when a ton of manure fell on him.

The intoxication? No, no. I just needed... I don't know what I needed.

I knooooooow. I just look like a \* fucking prom queen now. You could \* have helped me out and gone as \* Carrie's mom but noooooo, you had \* to stick with being a sexy witch. \*

Oh, yeah, sorry. Seriously, that was wonderful and I don't want you to think I wasn't paying attention-

No! Not of the game. Never of the game. I'm waiting for the "we love cocks" moment.

Look. Every game, Harper Wie, Perry Love and Steve Cox, for just one brief moment, line up for the "we love cocks" moment.

Maybe. It was, like, forever ago. And I was just chilling and then you looked me in the eye and said, Mara. We love cocks.

The last thing he was thinking about was making a dumb pun for everyone.

I guarantee you it happens. I guarantee you I've thought more about Viggo Mortensen's knife wielding dick than you.

I'm writing a book called "All The Feels". It's about this guy who whenever he touches someone, he gets all their feelings. And then they die. I wanted you to know something about me that no one else does.

That's the saddest emo thing I've ever fucking heard. And people are literally blowing up.

At least now you can't say, back in my day things were so much harder.

I think it's less accusational and more, what the holy fuck is going on, let's rule shit out-onal.

Put me down you dickbag! What is this E.T. bullshit! Fuck you! Fuck you in half!

Secondly, when Russian whores pissed on you, did it make you laugh at all or were you just super turned on and into that weird pissy shit?

We're dying here and you put this sun burnt Pennywise in front of us?

My only regret is that you didn't come here in person so I could slap your dumb fucking face, you prickless bag of smegma. Fuck you and the horse you fucked in on.

I know. It's been a stressful time and I'm off my game. I just know I'm not a Mara without a Tess.

You can knock that off your bucket list. Also: Got you a present.

Also, since my last check-up, I've become more regularly sexually active, if you wanna make some notes in your files.

But if you think it's done and cured. Why are you still here? There are tons of grunts that can take my blood pressure. But you have a badge.

I was like, what could I get my boytoy for Valentine's SLASH his birthday.

And I thought, he had it so tough when he was a kid he would dance by himself in a barn to eighties music. So maybe he'd like to know he wasn't by himself anymore.

You mean, like, with us? I actually haven't thought that far ahead.

Yeah. You're like... the best thing to ever come out of spontaneous combustions for me.

Have you seen Dylan? I can't find him. I can't find him anywhere.

You'll need vodka. Dry vermouth. Grenadine. Ice cubes. Mix three parts vodka with one part vermouth. Fill with ice, then stir, before pouring in a martini glass.

And then with the grenadine, pour basically the entire fucking bottle into the martini.

And now you have my brand new cocktail, which I've called, All of My Friends and Boyfriend Are Dead.

I know, right? There is literally just one thing I've found that really helps that feeling go away.

I'm fucking Wonder Woman. C'mon, lessgo, lessgo do something. Let's go throw water balloons of red paint at kids.

You don't... And shit... And plus, puhlusssss, none of the seniors even go to school here. Also God hates you FUCK-

Nope, I'm 17 as fuck! But my boyfriend exploded and his bones broke my face.

And the longer you keep me here, the more likely it is that I paint your shit red.

I don't want to be back here! This is where it all started. Before we all got Cronenberged to shit.

We're not gonna be friends. The \* only reason you even know who I am is because you wanted to use me. And when Dylan asked you for help, you threw us in tents and did tests \* for weeks that didn't work. So \* yeah, sorry, shut the fuck up and get me out of this room.

That's all you care about! I've heard you call people about "helping" me!

Well I'm going to die in a violent explosion of blood, probably all over you. Feel better?

Unless they get murdered or die of grief. That's what Dylan said.

I'm sorry I'm the Curse. I always have been. I did the math. From Katelyn to Perry and the Daltons and Dylan, I'm the reason why it happened. And I don't know why. I'm not a great person. I don't know what's wrong with me, but I hate myself for hurting everybody. I'm so sorry. I wish they were all here with us for this dumb bullshit.

The first time Dylan and I really hung out, I was super sick on shrooms and saw so many of him, and it was so beautiful, and now I can't even see one of him.

I don't know what to do with my body. I feel like I'm dying. I'm so scared all the time that I'm going to die that I wish sometimes I would just die so it would be over.

Investigators study Katelyn's bloody but undamaged desk.They put Katelyn's clothes into evidence bags.9 OMITTED 9 \*

The Officer writes that down. Mara sighs.He shows her that he wrote down "MARA CARLYLE: NOT HELPFUL".

Mara wears a towel and drops her clothes in an evidence bag.Mara clearly wants to say kiiiiiiinda. THEN: Mara stands by the open shower. It is COVERED in blood, even with the water running.

The sweat suit clad class sit together in quiet until-Mara laughs once. Everyone stares daggers at her. She stops. She shrugs an apology to the boy who said that, who she will have some sex with later on in the movie. He smiles at her, because he just read that too.Everyone shuts up and looks at Mara.Mara makes a BOOM! motion quietly. No one responds.Becky throws up.

Katelyn exploded in the middle of pre-calc, and it got me thinking about life and what if that was me that popped, ya know? And then you said, maybe it'll happen again, and I thought, I gotta get shit done, in case she's right.

I only heard it. It's weird being right there and... missing it.

My dad was a farmer. He died of a heart attack. The rumor of getting crushed to death by shit is false.

First day of school. New town after my Dad died. Teacher introduced me-

A few weeks later I saw you at the Moonlight and when Patrick McCoy wrapped his arm around you, you-

It's cliche but you wrote a poem last spring and it made me feel like you understood me, even though we've barely talked. I friended you on facebook afterwards. I looked at your pictures sometimes. I even got your number but I think you forgot and never saved it in your phone. I hoped maybe I'd run into you during the summer but never did. And then it was senior year and I thought, why try, we're going to college. And it made me sad, because you seemed so cool, and original. But then-

And then you ran out and you had two backpacks and I realized you had Katelyn's.

And when you said it might happen again, I thought, whoa, maybe I've been wasting my whole life preparing for a year that might never come for me. So fuck it. I'm going to tell Mara how I feel. I'm going to spend the money I've been saving on a car. I'm not going to be scared anymore. I'm not... wait, are you even listening to me?

I was saving up for a college car and then was like, I might blow up tomorrow. So I went to the dealer-

And I saw it and laughed and thought other people would laugh and it was so cheap so I figured, why not. Just get me through til graduation, baby.

But I don't! Who does! It is the cosmic bullshit of the universe.

After my Dad died, I used to go out to this old barn with a tape player and dance by myself. Like to... Bon Jovi. I would cry and dance and rewind and play and cry and dance.

Like what I've had to eat or drink in the last month. Everywhere I visited. How I'm politically inclined.

Nah. Just don't like... screw someone while you're my girlfriend.

Yeah, fuck you! Putin's hand is so far up your ass I heard you got asked to go on Sesame Street and teach Nazis how to count.

I don't know. I hope so. I just figure we stick to the plan, go back to school and then we just take it a day at a time.

And when my bro came out to us in 6th grade, we loved him. Because he was our best bro. And we're progressive like that.

Why would we break out? We got here \* as soon as we heard about this \* place. This is where they're gonna \* cure us. \*

Everyone on reddit's trying to figure out why it's happening and who's next.

The students are released to their anxious parents. Mara's PARENTS hug their daughter tightly.

Yeah it's just like this, with more anxiety and complete terror.

I don't give a fuck what you do as long as you're alive! That's the only way we'll feel better!

They arrive home in silence.Mara starts to head up the stairs, when Charlie blurts out-Mara takes it in for a second.

I'm just trying to say I'm glad you're okay and your classmates are just assholes and not evil.

She wanted to know how you were doing. She hoped to see you at the funeral.

Mara is looking out the window when a text buzzes. \*Mara raises her eyebrows.The texter sends her a pic of Richard Burton. Mara laughs.Soon, pics of Richards Attenborough, Armitrage and Pryor begin filling her phone. She smiles and puffs away as-

Skye sings Leonard Cohen's "Hey, That's No Way To Say Goodbye".Mara stands beside Tess, staring at a group of students still wearing the sweat suits, which are now bedazzled in eternal remembrance of Katelyn. They are particularly into the song.

Katelyn Ogden's FATHER weeps while scratching off Katelyn's family member sticker from the back of his car with a key. Mara and Tess watch this in silence from afar.

The Dalton Twins look at each other. Then at Mara.OMITTED OMITTED

Mara dumps a baggie of shrooms into a mug. Tess is skeptical.Tess shows Mara another Zillow for a beach side property.

Two eight year olds sit where Tess and Mara are sitting, dressed as their older counterparts are dressed.They high five, before Baby Mara dumps a bag of normal mushrooms into her pumpkin spice bullshit.

Tess and Mara raise their drinks.They clink. Mara chugs.And with that, the boy who made the Cronenberg joke sits beside Tess, across from Mara. He smiles sweetly.Dylan considers how best to answer.Tess and Mara reluctantly appreciate this. Mara sizes him up.Mara snaps a gun hand at Tess.

Mara is throwing up while Dylan holds her hair.Mara leans back, eyes closed.She opens her eyes. Stares.It's true. There are about eight Dylans in the room.She sits against the wall. The Dylans roam about the room.She bends over to throw up and-

Mara throws up again. About twenty Dylans are present.She bends over to throw up again and-

Mara throws up outside her home. Dylan holds her hair while Tess tries to clean up.How many Dylan's can we afford? And yet, none of them help.Mara eyes him suspiciously.She smiles at him.He smiles back.

Mara, crashing hard, is curled up in her bed beside ever- loyal Tess.Mara shakes her head. Tess strokes her hair.The girls devolve into laughter.

It's Halloween, motherfuckers, and this is that establishing shot.

Mara wears a pink prom dress. She sighs.Tess is dressed as a witch. \*They turn and find- Katelyn's locker. Memorialized with flowers. Some of the sweat suit-folk sit around it. Dylan is also standing there. He is dressed as-Everyone looks at Mara, horrified.Mara sighs-

Those conservative weirdos with the \* signs. They said we were cursed.

I'm like, looking at you and really feel like we should make out.

Then what good are you to us! You \* were supposed to be cool! Instead \* you're fucking useless! Just go \* home already. Why are you still in \* Covington if you can't fix me? \*

Mara continues to sigh while gazing at chocolate.Dylan is sitting across from her.Dylan looks at her and nods.

Dylan address the camera while he walks into a classroom.Dylan spots Mara staring at him. She rolls her eyes into the back of her head like she's possessed.35 OMITTED 35 \*

Everyone, this is Dylan Hovemeyer, he's new here. Don't be yourselves. Be nice.

Dylan has diner-dinner with his MOM, DENISE. A few booths away Tess and Mara sit with Mara's then-current boyfriend.Mara begins convulsing at his touch and slides down the seat onto the floor. Patrick is eternally annoyed.

The day Katelyn died. The madness. Everything's frantic. Dylan sprints out of the room but realizes-He turns around and heads back towards the classroom when Mara runs out, holding a backpack. No. TWO backpacks.She stops in the hall and they look at each other.She nods, dazed. Dylan takes it from her as she runs away.

Montage Over! The homecoming football game is in full swing. Mara is beside Dylan. Her phone is out, pointed at the field.She brings him close to her and points at the bench.She looks at him. She keeps her phone out, taking pictures in case the beautiful moment comes and she misses it.She smiles. The crowd screams. Our crazy kids keep smiling at each other. The crowd begin FLEEING from the stands. They stop smiling.Mara and Dylan look around in confusion. He sees it first.On the field where Perry Love used to be is a large red SPLATTER, his uniform floating in the middle of it.Mara lowers her phone in horror. Doesn't move. Dylan takes Mara's hand and they run for safety.

I'm just saying. This isn't an accident or a flu. It's not a fluke. It's focused on us. \*

Dylan and Mara run into the parking lot.Mara stumbles through a nod. Dylan hugs her close. She sees a couple of adults glance at them, and for the first of many, many times, she sees them look at her with fear.

Perry's memorial. The whole football team is on stage.Mara turns to Tess, shocked. Tess is not shocked.The football players raise their helmets.INSERT. The photo of the "We Love Cocks" moment finally happening. And then a different photo one second later, the splatter.

Mara, Tess and Dylan leave Perry's funeral.Dylan is silent. They look at him.They look up and see- An OLDER COUPLE holding up signs that read "The Devil Inside Your Children Has Found His Way Out!" and more simply "You Are The Covington Curse".All three hold up their phones and take pictures when- A WOMAN IN AVIATORS walks up behind the protestors- Yanks the sign out of the man's hand. Breaks the handle over her knee, before tearing the woman's sign in half. The teens are far enough away that the only word they can hear is "fuck". They hear it a lot. She waves around a BADGE.As LADY NIGHTSHADE stalks back towards the graveyard, she sees the trio watching her and points at them.She doesn't wait for an answer. Mara and Tess are smitten.

Mara sits on her front step when an OLD MILK TRUCK pulls up. Dylan pops out proudly.They stand opposite each other, endearingly awkward.

Shittily printed out portraits of Katelyn and Perry hang on the wall as Harper Wie swings his red cup around.A group of partying teens cheer their red cups. Mara is standing beside Dylan. She looks at him.He smiles at her.

The duo walk through the backyard, into the woods out back. Dylan is laughing hard.They laugh as a pre-make-out lull hits the conversation.Mara throws her cup over her shoulder. They laugh.They laugh. She starts backing up towards a tree. He follows.They are very close together. Mara is against the tree.So she does. He picks her up against the tree. There is some rowdy SCREAMING back from the house.The screaming continues. They finally stop.

Dylan and Mara are alone in the room where the wall is SPLATTERED RED.Dylan slowly looks at Mara, who is deeply ashamed.

A GIRL we've seen but haven't met yet sits, smiles and when the flash hits-

Mara sits with her parents at breakfast. No one is eating.Mara looks at her mom.They don't have an answer.Charlie smiles. Angela looks at her.

Border barricades get put up. A gaggle of reporters filming the sight.

Tess and Mara sit opposite Lady Nightshade, who is actually-Rosetti looks at Mara and answers FUCKING YEAH! without speaking or nodding.

I think we can rule that out. Unless there's a mad scientist or warlock or some such shenanigans.

Uhhhhhhnrelated as that may be, it seems as if something has made its way into your systems.

I just need some help. If there's something going on, anything you think, I don't know, an FBI agent should know about it-

No! No one's going to get in trouble if they help save lives. We know everyone's scared, and scared people all want the same thing.

Firstly, I never did. Secondly, no. We are very confident in the-

It has a sciencey name, but no one remembers it because it's a dozen syllables long. That's why it has a nickname.

The Daltons look at her, then at each other.They sidebar. Mara pulls out her phone. A picture of Richard Linklater awaits from Dylan.The Dalton's Twins go wide-eyed.Their eyes go wider.

Joe drives. Mara is in the backseat, surrounded by suitcases. Doris Day's "When the Red, Red Robin" plays on the radio.Mara smiles and begins texting Dylan.The twins laugh with delight.The car keeps driving. Faster even. Mara reaches over the driver's seat and grabs for the wheel. She tries steering but it's impossible to see.The car hits a huge bump. The girls both scream.Jenna wakes up a little and grabs the steering wheel. She looks down towards the pedals and starts crying.Blood sloshes around the pedals, over Joe's shoes and clothes.Mara climbs into the passenger seat as Jenna moves into the driver's. Doris keeps playing. Jenna turns on the windshield wipers. It doesn't work.Mara wipes the gore off the window with her sleeves.Jenna explodes. Re-coating the glass.The car swerves violently. Mara slides into the driver's seat. She opens the car door and the remaining gallons of Daltons spill out. Mara tries moving the four shoes and drenched clothes out of the way so she can hit the brake when she looks up and- Through the blood-soaked windshield, sees the trees coming towards them very, very quickly.

Dylan rushes out of his milk truck.He runs, looking for her when he finally sees- The wrecked Daltonmobile. Blood dripping out of the door.He runs aimlessly, searching for her when he hears something in the distance. He runs and finds- A river. And Mara sitting in it, up to her neck, furiously scrubbing herself in it.He drops his backpack and hurries into the water.She nods, dazed.He looks away from her so she can't see his face. She hugs him from behind. He cries.

Mara opens the backpack Dylan brought and sees inside.She pulls out his ugly grey sweat suit.She pulls out a t-shirt.He turns around so she can change. She appreciates him.When she's done putting on the t-shirt, she looks up to him- But notices he's staring at something off screen. She stands and sees- THREE MEN in HAZMAT SUITS approach. Mara laughs.She turns back and sees a DOZEN more coming near them. Dylan instinctively shields Mara from them when- One of the suits reaches out and grabs at Dylan and Mara pushes the suit away-A different one picks her up from behind.She flails uselessly against them as they carry her away, with Dylan being led on foot close behind and-

All plastic everything. Syringes. Oxygen. IVs. Sensors. And- Mara is lying on a bed, surrounded by doctors. She's high AF on painkillers and Xenu knows what else. A DOCTOR leans over to her-She looks to her side and sees, behind a plastic partition, Dylan laying on another bed, surrounded by other doctors. She weakly reaches out towards him and-Dylan looks up and sees her. Smiles and reaches towards her.

Mara, my name is Dr. Rolanda, and we're going to help you, okay?

Because of your help, the CDC and FDA are working around the clock with Washington to make the snooze button available over the counter to all Americans.

So what is the Snooze Button. For starters, it's not, sadly, a cure. But it is a treatment. Give you an example. Sometimes you're typing away on your computer and, out of nowhere, it turns off. Crashes. Now when that happens to us, we're not so lucky. Can I get a volunteer?

Mara is asleep on her bed when-She opens her eyes and sees Dylan through the partition.He gets up and pushes his bed against the plastic wall. She does the same. They lie down and face other.Mara raises her eyebrows.Mara laughs.He shakes his head, no.They smile at each other.Mara processes this and leans her head against the plastic wall. He leans his against hers.OMITTED OMITTED

Mara, Tess and Dylan sit around Harper and Steve.Everyone laughs. Mara looks at them.They ponder this. Mara ponders something else as she stares \* at Dylan. \*Dylan and Mara look at each other.

I've never been in a girl's room \* before. Like a girl I dated. \*

The walls are not see through here as they make out.They suddenly stop kissing and stare at each other.They continue making out.

The students are all sitting around facing a screen. Mara's hair is disheveled. Tess is disgusted.An OFFICIANT comes out and everyone hushes up quickly.The group laugh. The Officiant laughs along.They wait awkwardly for a minute until- The room audibly gasps when the MAN's face fills the screen. The Officiant looks on proudly.The students all kind of react but not really.The room all stare at Mara. Tess is terrified.There has never been more silence in a room. Because Mara just said that to the President.Yeah, we're going there.They are frantically trying to cut the connection.The line is cut. The President is gone. Everyone erupts into cheers. Harper explodes.

I get it, I get it. We know this hasn't been ideal but to make it up to you, we've arranged a special little chat with someone who cares a great deal about you, and is doing everything he can to help solve the situation as fast as possible.

We are so proud of how you have handled yourself during this difficult time, and you have our thoughts and our prayers every day. I have done everything in my power to get you cured, you have my word, top people working on it right now-

Some students are crying. Mara sleeps on a cot between Tess and Dylan.Mara reaches out and they hold hands.Tess smiles at her as they try to fall asleep. And by now, it sounds like we need a motherfuckin'- MONTAGE! - LAB AREA Mara goes through tests with Dr. Rolanda. Blood taken. Urine taken. Therapy sessions. Dr. Rolanda asks Mara questions and takes notes.Dr. Rolanda makes a super serious note about this.

Perry was gay. Katelyn was straight. Jenna was an atheist. Harper was a vegan. Joe didn't own a cellphone.

Mara and Tess watch as two hazmaters remove and replace a bloodied plastic wall tarp.

Cole gets covered in blood when his (off-screen) opponent pops onto them.

Skye and another Sweatsuiter write names on each others outfits.

Closed circuit cameras watch the students. The students watch the closed circuit cameras.

Two students turn a corner into a hallway. That horrible PUFF! is heard, and one of the students stumbles back into frame, covered in his buddy's blood.

-Hazmaters work on finding a cure. -A crying hazmater gets consoled by a fellow hazmater. - A hazmater throws down their clipboard in anger and kicks the trash can after another student dies. -Bloody hazmat suits pile up. -Two hazmaters slap a congratulatory high five.

While everyone is sleeping, a body in the background POPS in bed.

Mara's parents witness other parents being informed their kid died.

Mara hugs her parents, free as a bird.She looks at Charlie, who has clearly lost a shitload of weight. She clocks it with concern, and hugs him again. Over his shoulder, she sees Dylan walking away, his mom's arms wrapped around him. He looks back and smiles at her. She smiles back.

Mara hangs out the window like a dog, enjoying the cold air.Charlie looks up at her through the rearview.

The family file into their home, to find a completely bare Christmas tree.Mara squeals and heads to the tree and boxes of decorations. The family decorate the FUCK out of it. 73B OMITTED 73B

Mara and Angela finish decorating the tree-Charlie walks in and slumps on the couch beside them. He offers a VAPE PEN to Mara.Mara smiles and takes a drag. She hands it back to Charlie, who does the same.Mara cuddles up beside them, as they smoke into the night. 75 OMITTED 75 \* \*:

Mara gives Dylan a tour of her room. The door is shut. \*Mara stands there, smiling coyly at him. He smiles back, confused.Dylan stares at her with all of the terror in the world. AFTERWARDS. They lay beside each other. He looks at her.Mara bursts out laughing.

A whiteboard states:About half the students are wearing the grey ass sweat suits, now incredibly crowded with the names of the deceased. Mara stares at one student in particular, wearing a suit made out of football gear, cardboard and plastic from head to toe.The class affirm this choice. Cardboard kid raises his hand.He ambles out of his seat and heads out the door. The entire class watch him go, clearly all wanting to ask "how does he go to the bathroom?" but choosing not to say it.

When I was stationed, I saw a buddy of mine, Mark Jensen, step on a landmine. It was a lot louder than what happens here. For a few seconds I thought the ringing in my ears was his voice, but then you realize why you're sticky and what's actually happened. No goodbyes, or last words. That's it.

I don't know why this is happening and I'm not going to tell you it'll be okay, because that's bullshit. But I'll help you graduate. I think that's all I can do. Sound good?

Mara walks the school hall by herself. They are completely empty. There are NO other classes here. She turns a hall and finds herself at the Ogden classroom. A group of the sweat suit gang sit around, studying.Skye looks at her, annoyed.

Mara notices that, yes, the girls have not yet been served. They look towards the kitchen and see- The waitress inside, staring back at them. Terrified.Tess just stares at the waitress blankly.Tess nods after a minute, and gets up. Mara follows, giving the waitress the finger nonchalantly as she leaves.

Dylan is blindfolded.He nods. She takes off the blindfold. They are in a barn with some lights. And that's it.She runs over to an unseen boombox and hits play. A dope song from the eighties we can afford begins playing.She beckons him over. Dylan is smitten.He takes her hand and they start dancing.Dylan bursts out laughing.She leans her head against his chest as they stop laughing.

Mara looks down at the tiny blue pill in her hand. And keeps staring. And staring. And staring.OMITTED 87 OMITTED 87 \* 88 OMITTED 88 \*

The last thing I want is for you to \* feel like science fair projects. \*

Dr. Rolanda holds up the tiny blue pill as she addresses the \* students. Spiros sits at the side.Mara watches this with 0% excitement. Some of the class are the exact opposite.A bunch of hands shoot up. Rolanda picks Steve.Steve does happily.He obeys.He does.Steve does with some effort.Steve laughs, trying to do it all at once.Mara turns back to Tess, sitting behind her.Steve explodes. Dr. Rolanda shrieks, coated in blood. Mara snaps forward again when- A student in the back row explodes. And the class descends into complete chaos. Everyone scrambling for the exit. A student bumps into Mara as she gets up from her desk and- Explodes. Mara hits the ground in shock- Shoes coming down on her. She covers her head. Another PUFF is heard, followed by more screams. Tess and Dylan reach down and pull her up.

They force their way into the hall, through the photographers who can't tell whether they should run or take pictures- Mara looks back to see Rolanda stumble out of the room. Rolanda vomits. A student ahead of them explodes. Blood falls like rain. Another student explodes, the blast knocking Mara over, separating her from Dylan and Tess.He nods and gets carried away with the masses down the hall as Mara tries to get up in the adjoining hall when- Cole, the cardboard kid, helps her-The cardboard suit puffs outwards for a moment when- Blood spills out of the cracks of his suit. Mara steps back in horror as the now-empty suit falls to its knees, and then forward onto its face. Mara scrambles away, running down the hall as fast she can.

Mara gets outside, where everything is now calm and quiet. She searches and sees Dylan running towards her. She runs to him. They embrace.She looks at him. He looks at her. THE SCREEN IS COMPLETELY RED.THE SCREEN IS COMPLETELY BLACK.. .: .: .: .: .:

People move as Mara walks past them on the street. Drenched in blood. Her eyes are open, but completely vacant. A car screeches to a stop beside her and Agent Rosetti sprints out. She grabs hold of Mara.Rosetti wipes the blood off of Mara's face, revealing a deep gash in her forehead that keeps bleeding.

Fully dressed, Mara stares at all of the blood on her and the shower floor. Her mouth is wide open but she doesn't breathe.Angela rushes into the shower, gripping hold of her daughter as if her life depended on it. Mara never notices she's there.

In silence, Dylan sits for his photo. He laughs and makes small talk with the photographer. He smiles. The photo takes. Dylan shakes the photographer's hand as he walks away.

Mara taps a Snooze Button pill out onto her hand. Then pours the rest of the pills out into her hand. She stares at them, before letting them slide off her hand, into the toilet. She looks at herself in the mirror. She pokes the white bandage wrapped around her forehead.

Mara is under the covers as Charlie stands at the door.Charlie stands there, not really sure what to say.Mara gets out of her bed and crawls underneath it. Charlie watches her with concern. A second later, her hand reaches up and pulls the blankets off the bed down with her. He looks down the hall to his wife, who stands there, equally scared and confused.

Mara reads a reddit post about the Covington Curse. Yearbook photos of her classmates are there with red X's through them. She sees her yearbook photo, where she makes a stupid face. She does what you should never do, and reads the comments about why she might be the curse.

Dylan's mother watches her son's coffin get lowered into the earth. Tess is there. \* But there is no Mara. Because instead-

Mara is addressing us.Mara picks up the grenadine.The clear martini is now a bright red.She pushes it forward to reveal Charlie sitting there in a terrified silence.Mara pulls back the martini and chugs the entire thing.Mara begins making another one.

Mara walks out the front door. She is wearing the shirt Dylan gave her. She holds a bottle of tequila.

Tess exits her home in the morning to find Mara sitting cross- legged on her front yard. She is stupid drunk.Mara shrinks back a little at Tess's outburst.A black van pulls up at the curb.Mara doesn't answer as Tess walks to the van.Tess looks at her and laughs sadly.She gets in the bus and it drives away, leaving Mara alone. She sits there for a moment, before tossing the tequila bottle into the air. It sails through the sky and we match cut to:

Mara jumping on top of a car.A group of conservative protestors take a dramatic step back from her as she raises her arms in the sky.Their signs are about the Covington Curse.Mara ponders this, and struggles to find a reason.Mara slips off the car onto the tarmac, out of view. The protestors gasp and lean forward, trying to see their out- of-sight menace when- She bursts from out of nowhere, stealing a Covington Curse sign and running away maniacally.

Bleeding from her knee and the bandage on her head, Mara runs by terrified people, waving the sign as if it were on fire. OMITTED

Mara grabs a bottle of tequila and strolls towards the door but the gruff ATTENDANT ain't having it.She holds up the tequila.The attendant regards her for a second before he turns around, grabs a nicer bottle, and sets it on the counter.Mara takes the bottle, while keeping the other.

Mara walks outside to find Rosetti waiting for her.Mara waves, and accidentally lets the cheaper bottle of free \* tequila fall. It shatters on the ground. \*Mara hurls the other bottle of tequila at Rosetti's windshield- Where both it and the windshield shatter. Rosetti looks back at Mara and sighs.

Mara is back in the holding room, marching back and forth anxiously while Rosetti watches.Mara rolls her eyes and groans. \*Mara groans again. \*

Mara is still groaning. Her parents are spazzing.She waves a packet of envelopes at her daughter.Her parents both start crying. Mara rolls her eyes.Mara stomps away, leaving them to cry and be powerless.

Mara, hot boxing the shit out of the space, reads up about The Covington Curse on reddit. Specifically, reads about HERSELF on reddit. OMITTED OMITTED

Mara sits on the ground where her desk used to be. She looks up and sees the still Katelyn-stained ceiling.

Mara bumbles up to a field, where a bunch of students sit on the ground, working on something. Spiros sees her and smiles kindly.He offers her a test. She looks at it for a second.She exhales and takes it.She sits on the ground and begins. She looks up and sees Tess staring at her. Tess moves beside Mara, so Mara can see her answers. Mara takes out her vape pen and dangles it in her mouth like a cigarette.The class all politely react accordingly. Because it doesn't really matter how they do. They just have to do it.

Mara, wearing her Carrie prom dress, swings on a swing with her bottle of booze. Tess sits on the swing next to her, dressed nicely.She offers Tess the booze. Tess shakes her head, before she \* takes out her phone and texts. Mara's phone dings. \*Tess stops Mara's swing and looks her in the eye.Mara forces a nod. Tess heads back inside as Mara picks at her bandage and takes another swig.

Mara enters the gymnasium, bottle in hand, revealing not just prom, but some sort of makeshift graduation. Mara judges this. She turns to Jed. \*Mara laughs.And she marches off.Becky practically sprints on stage to grab her diploma, crying once she has it gripped in her hands. Before Spiros can say something else- Mara is on stage, snatching a diploma and the mic.Everyone stares at her.And she starts to cry.She turns to leave and then returns.Mara shrugs. Then pulls the mic off the stand and drops it. She laughs once, then starts crying as she walks off stage. Spiros tries to recover, putting the mic back on the stand.Claire goes right past her diploma for the microphone.Mara turns around with intense disapproval.Mara looks and finds Skye crying off stage.Skye starts crying. And soon, everyone starts crying. Everyone believing they are the one responsible. Mara watches all of this with a strange fascination. She looks around the room for Tess but she's already gone.

Mara is pouring her bottle of booze into a punch bowl. She looks up to find a chaperone watching her.

Mara sits on the bleachers, drinking out of the punch bowl ladle, watching Spiros hand diplomas to desperate students.

Mara wanders the streets, looking for her friend.But there's no answer. Mara sees something off screen. Even in her drunken state, her heart breaks as she walks towards it.

Mara walks through the graveyard like the saddest, drunkest zombie that never lived. She finally finds what she's been looking for. Dylan's grave. She stares at it for a moment, motionless, before she wipes her nose with her wrist.She gets a little dizzy and lays down, curling up in a ball six feet above him.Mara looks up and sees Dylan's Mom standing over her.Mara nods. Denise lays beside her.Mara tries to shrug it off but instead starts crying.Denise reaches over and touches her face.Denise doesn't really react, because how do you react when your son's jaw bone gives his girlfriend a cool scar?Denise shakes her head, and keeps stroking Mara's hair.

No, I just thought you were in a lot of pain and you didn't know how to deal with it.

Do you remember the man in Florida with the sinkhole? He was asleep on his bed. And a sinkhole opened up and his bed went down into it. His brother heard him shouting from the next room and ran over and found this giant pit where the room was. And he heard his brother screaming for help. But it was impossible to help him. They never even got his body out.

It's just life. He was probably a nice guy. Or at least inoffensive enough not to deserve to fall into a sinkhole in his bedroom and wait days to die. But deserve's got nothing to do with it.

Mara finds her parents sitting in the living room.They quickly rush to her and hold her in their arms.

The barricades get taken down. Mara watches them pack up. She drinks water.Rosetti sees her and raises a hand. Mara waves back.

Mara loads the last of her things into Dylan's Milk Truck.He shrugs, terrified. She hugs them both.

Mara drives past Covington High.She watches the school fade from her rear view.

Mara waits at a red light in the truck. Ahead of her is a car with stick figure family members. Mara frowns, rubs her scar.She looks over and sees a school bus full of kids laughing at the milk truck. She stares at them for a moment.Mara turns her radio all the way up and floors it.

The Milk Truck passes through where the barricades used to be, as Mara leaves Covington.

A chimpanzee slams his head repeatedly against a type writer and the title page emerges:Jonathan FranzenA SERIES OF NICE BOYS SMILING AT US.DYLAN'S SMILING FACE.

Adult Mara's face gets slammed with a water balloon. Little kids laugh as she pelts them with more balloons.

Mara puts one hand on the Bible and gives the finger to the camera with her other hand.BLACKNESS. And then a BLAST OF LIGHT.

From deep, deep in the ground, Mara looks up and sees the tiny sliver of day light above us. She lights a joint.

Old Mara drags her hookah from her beach porch.Our regular aged Mara is on the porch.Tess is beside her, smoking happily. Mara leans forward, staring at the sun setting over the ocean. It is blood red. THE END.:

James Vanderbilt & Guy Busick WHITE PRODUCTION DRAFT - April 27, 2022 BLUE REVISIONS - May 18,2022 PINK REVISIONS - June 7,2022 © 2022 SPYGLASS MEDIA GROUP LLC. All rights reserved. This material is the exclusive property of Spyglass Media Group LLC, and is intended solely for the use of its personnel. Distribution to unauthorized persons or reproduction, in whole or in part, without the written consent of Spyglass Media Group LLC is strictly prohibited. OVER BLACK: A PHONE RINGS Piercing our soundtrack. Once. Twice. Three times. We know what this means. We know what's coming next... SMASH IN ON: A WALL PHONE, ringing its head off. In a RESTAURANT. A harried HOSTESS snatches it up andShe puts the call on hold and turns back to the LINE OF PEOPLE waiting by her check stand as we track back through

A chic New York eatery, PACKED WITH PEOPLE. A far cry from home alone in Suburbia. We land on LAURA (30s). Sitting alone at the bar. Make up and a nice dress. Waiting for a first date. She scans the crowd. Nothing. Checks her watch. 7:10 pm. He's late. She sighs. Her phone VIBRATES. A message through Tinder. It's him. Hi. Then another: This is embarrassing. Then another: I'm lost. She exhales. Not being stood up. Sends the crying laughing emoji back. He texts back: Can I call? She shoots him a thumbs up. The phone RINGS. She ANSWERS.Laura laughs. He's got a nice way about him.Laura laughs. Is this date actually going well?She rises and walks to the front of the restaurant, passing the check-stand, pushing the front door to

Laura, hi. So nice to phone-meet you in this incredibly embarrassing way.

This is what I get for picking a trendy place with no sign out front.

I am now walking towards Hudson. Sorry, this is not the first impression I wanted to make on a college professor.

Associate Professor, and it's just Film Studies, so you're safe.

You say that, but try teaching a class on 20th Century Slashers to hungover 19-year-olds.

Not that one. Besides, does anyone have an absolute favorite movie?

You can examine the culture of the moment by looking at the tropes of the time. The masked killer, the final girl, the rules. Don't split up, don't have sex-

Exactly, it's all cliche, but out of those cliches comes an opportunity for outsider art. A voice for the voiceless.

Okay, I think I'm on Hudson. What color is the outside of the restaurant?

This is actually one of the more interesting first dates I've ever had.

...crap. I'm still a block over. Do you want to cancel? I feel like I've embarrassed myself enough.

It looks like there's an alley I can cut through, is the restaurant near an alley?

The person I'm looking at isn't waving. They're just staring at me. This is weird.

He's got a knife and that's not the worst part! The worst part is you teach a class about slashers and you still walked into a dark alley.

I'm just trying to get the voice right. You got to have your practice, I get mine.

But she wasn't just meat, Jason. She was a person. Our film professor.

Is that why you killed her? Because of the C minus? Who's next, your grade school vice principal?

I just want you to tell me why you think we're doing this. In your words.

Do you want to find me or not, Jason? I'm starting to think you're not a team player.

Hello, Samantha. Did you miss me? Sam's face is like steel. She eyes a creepy-looking guy on \* the phone heading towards them. \*

You should be thanking me, Sam. Jason and Greg were going to kill you and your sister; I gutted them before they had the chance.

Not quite. I'm going to show the \* world who you really are. A liar. And a killer. I'm going to punish \* you, Sam. \*

Don't be cute. You're going to pay for what you did. I'm going to butcher you and everyone you love.

Oh, there's never been one like me, Sam. I'm something... different. You and Tara better watch your backs.

No YOU'RE going to die, Samantha. Choking on your own blood while I hack up your sister.

For a mastermind, you're not very bright. Waiting for me to call, desperately hoping I'm nearby so the police can grab me.

But I'm not nearby. I'm about to visit an old friend of yours. Be seeing you, Samantha.

Hello, Gale. Strange that you and I have never spoken on the phone. This is long overdue.

I could ask you the same. Don't you know the legacy characters are disposable now? Nobody cares about last century's heroes.

Call it nostalgia. Or maybe you deserve to be punished for all that money you made off the misery of others. Maybe it's time someone made a buck reporting your death.

But they certainly leave a mark before they go, don't they? Richie and Amber managed to butcher Dewey. Carved him up like a Christmas goose. How does it feel to lose the only man who ever loved you?

How does it feel to know that you weren't there for him at the end? Not there to give him comfort as he died screaming in his own guts?

Maybe. But you won't be around to see it. You couldn't stop what happened to Dewey, just like you're not going to be able to stop this.

You would have made a good killer, Gale. Sidney never would have made sense and Dewey was the fan favorite, but you? Cracking under the pressure and turning into Ghostface? Would've been a great twist.

You never got to be the leading lady, did you? It was always all about poor sweet Sidney, sucking up all the oxygen. What did that leave you to be?

Laura steps outside. October chilly. Cars fly past. She squints up at the converted storefront the restaurant is in.She looks up and down the block. A few pedestrians.She looks. There is an alley next to the restaurant.She walks to the MOUTH OF THE ALLEY. Looks down it. Dark and foreboding. No one in it.There are.

She takes a few steps into the alley.Laura takes a few more steps into the alley. She waves.Laura waves again.Panic in his voice. Laura begins moving further into the alley. Maybe he's past the dumpsters?Laura STOPS IN HER TRACKS. About 20 feet into the alley. There's an OFF-SHOOT to her right.And GHOSTFACE emerges from the darkness of the off-shoot. We see him before Laura does. She turns just as he raises a knife and STABS HER IN THE CHEST! Once, twice, three times! Her screams emerge as gurgles. Through the voice-changer:She stumbles back against the bricks. He keeps stabbing, like an overeager schoolboy. No cat and mouse, no chase. It's a slaughter. Her legs collapse. He raises the knife and stabs right at camera... But we don't cut to the title screen. Ghostface wipes the blood off against her cheeks. First one, then the other. She gurgles once more... and goes still. Then Ghostface rises and takes off his mask. He's a college- aged kid. Wild eyes. High on adrenaline. This is JASON (19). He quickly removes his cloak, wraps the knife in it. Grabs a pre-placed backpack behind the dumpster. Stuffs everything in. Efficient. On the clock. Videos Laura's body with his phone.

Jason exits the alley and falls into pedestrian traffic. Not too slow, not too fast. Just another New Yorker. Many people are wearing HALLOWEEN COSTUMES. Jason dials his phone. It goes to voicemail.

Hey man, so... don't be mad. But I just did a practice run. Little Miss You Know Who from film studies. I know I jumped the gun, I just got excited. I'm heading back to the apartment now. See you in a few.

Yeah, if he ever finishes his Spanish project. Is your sister gonna be there?

I'm sorry, okay. I was getting blue balls, and I wanted the practice. How pissed are you?

Stop fucking around and come home. We should get to that frat party. Tara's there.

Not on the phone. And seriously, man - turn off the fuckin' voice modulator.

It was better than we ever thought it would be. When the knife went in, it was like she wasn't human anymore. Just an animal.

Every time it went in, she was less and less human. And then she was just meat.

Fuck her, she gave me a C minus on my giallo paper. She shoulda been teaching a class on the MCU at a community college. Trust me, film academia is better off without her.

Why are you fucking with me? Why won't you tell me where you are?

Jason walks across a college campus. Passing other students, \* including --It's TARA CARPENTER. Wearing a pirate costume. Full of life. Not a hint of trauma on her face as she shoots Jason a million-watt smile. Oh, fuck. He's already infiltrated the friend group.Tara laughs at the very thought.A twinkle in his eye. Tara laughs and moves on. He watches her go, smile still on his face. \*

So? I'm in college. If I want to hook up with an asshole, guess what? My decision. You were out of my life for five years, now you won't leave me alone for five minutes!

No, and I'm not going to. Unlike you, I'm not interested in living in the past-

It means I'm not gonna let what happened to us for three days define the rest of my life.

You're working two shitty jobs just to help with rent, but for what? What's your plan?

Because I know what mine is - I'm going to get my degree, become a lawyer, and live my life, my life. You just followed me here and won't let me out of your sight.

You can go back to your dorm, I'm pretty sure the fighting's done for the day.

Thanks for stopping me from going upstairs. I was more messed up than I realized.

This might not have anything to do with us! It's a big city, it's Halloween, everyone's wearing masks-

Quinn's Dad's a cop - can we call him and find out what's going on before you make the unilateral decision to abandon my college education and flee the state?

The one who attacked us had a different kind of mask. Older, beat-up.

We moved here six months ago with Chad and Mindy for summer semester. We've known Anika, Ethan and Quinn since then.

You don't think what you wrote has \* something to do with what's happening to us right now? \*

Maybe. Or maybe you're afraid that without Ghostface in your life, you'd just fade away.

Stab 1 took place in Woodsboro, but Stab 2 took place in college...

Mindy, it was an anonymous ad, and \* you know we vetted her, plus her Dad's a cop-

You should get out of the city. I mean, after what happened to you last time... I'd understand if you want to get away from this.

Hey. I know you don't think I'm dealing with what happened in the right way.

But I get that none of us are dealing with what you are. I'm sorry this is happening.

NO! I'm just glad you haven't been alone! Is this a high-five moment?

I don't want to be a part of this! I don't want to be a part of this stupid legacy just because-

If we're stealing a police car, why not embrace the full experience?

You came back to Woodsboro to protect me. And you've been \* protecting me ever since. We're \* all still alive because of you. \*

So maybe it's time you let us \* protect you. We're a team, remember?

Trap him. We need to lure him into a secure location and trap him inside like a killbox.

I don't have much of an appetite, and they're probably about a hundred years old. You should take them if you-

I want you to be. And I promise, I'm going to get so much fucking therapy after this. We'll both deal with this. Together.

Jason enters his two-bedroom walk-up and shuts the door.Nothing. Jason furrows his brow. Opens the CLOSET. It is head to toe COVERED IN PLASTIC. A mannequin in the back. He takes off his boots, dumps the contents of his bag. Puts the Ghostface Mask onto the mannequin. Place of honor. Heads into the kitchen. Uses a wire brush and lava soap to scrubs his hands. Finishes. Turns to the fridge to grab a beer. Before he can, his phone buzzes. Incoming call. "Greg."It's the Ghostface voice. Jason rolls his eyes.Jason frowns.Long pause. Then a laugh.Jason relaxes. Enters the living room.Jason does a 360-degree turn. Nobody there. He sighs, getting irritated.Jason goes to a sideboard and pours a shot of Jaegermeister.Jason does his shot, pours another.Jason snorts a laugh.But he glances around the apartment again. Just to be safe.Jason drains his second shot.Jason stops mid-pour and sets the bottle down. Tensing.Jason, about to blow past the rhetorical question, stops.Long pause.Jason visibly relaxes. Right answer.Jason eyes the SECURITY CAMERAS positioned on the ceiling.Beat.Jason moves towards Greg's bedroom.Moves towards his own bedroom.Towards the entryway.Jason moves back into the living room.Back into the small kitchen.Jason flips open the lower cabinet doors, the only conceivable hiding place. Nothing but pots and pans.Jason steps out of the kitchen.Pissed off now, Jason steps back into the kitchen.JASON'S POV - The refrigerator at the far end of the kitchen. He steps towards it.Jason arrives at the fridge.He reaches a tentative hand out and grips the handle.He slowly opens the door...And finds GREG (19) with his throat slit. Bones broken, body folded inside the fridge next to the eggs. SHUNK. A knife goes into Jason's back. He drops his phone. Turns to see... GHOSTFACE. But different than we've ever seen before. This mask is aged. Worn and cracked. Graying. Over 25 years old. THIS CRACKED MASK WILL BE WORN BY GHOSTFACE THROUGHOUT THE MOVIE UNLESS OTHERWISE NOTED.He stabs him in the stomach, over and over.Jason slumps to the floor against the open fridge. Trying to hold his innards in with his hands. Mouth wet with blood.Jason looks up, uncomprehending, as THE KNIFE SLASHES DOWN towards camera as we SLICE TO OUR TITLE SCREEN

The front room of a brownstone. Low lit. Plug-in water feature trickles. The desk calendar reads October 29.SAM CARPENTER eyes the Funko Pops, dubious. Our hero. She sits across from DR. STONE (50s), the best therapist bad insurance can buy. He notices her distaste.He leans forward, as if confessing something.As if to punctuate her point, POLICE SIRENS whizz by outside.He flips open his notebook, pen at the ready.Sam shifts in her seat. Decides to open up, just a little.Sam takes a deep breath.She holds up her phone which shows a #WoodsboroTruther subreddit. Thousands of posts (and some fan art!) about Sam being the Ghostface of our previous movie. Dr. Stone looks at Sam with new, terrified eyes.Dr. Stone now staring at her, open-mouthed.Sam takes a sip of her soda and considers, matter-of-fact.Dr. Stone swallows. Afraid to ask...He rises, pale.Dr. Stone swallows.Sam is out the door.

I've noticed that you tend to define yourself by family. Who's in your life, who's left you.

We pan past Halloween decor cluttering the room. Among the trinkets, we land on a desperately cute collection of scary movie FUNKO POPS, GHOSTFACE amongst them.

I'm kind of a "Horror Hound". This is my favorite time of year. You?

Okay, I think. Still not seeing \* anyone I shouldn't be. What I'm really worried about is Tara-

What I'm really worried about is you. You've been coming here for six months now and all we've really spoken about is how your sister isn't dealing with whatever happened to you both a year ago. Which you still haven't told me.

You've alluded to an abusive relationship, and issues with your father, but every time I push for specifics, you shut down.

If I'm going to help you, you have to let me. It's why you're here, right?

I had a secret that I kept from everyone, about who my father was. And since it got out, a lot of people think I did something terrible last year that I didn't do. Because of who he was.

I think they're not completely wrong. There's a darkness inside of me. I ran away from it for years. But in the end, accepting it saved my life.

Sam, for this to work, I'm going to need you to give me details.

Okay. My father was Billy Loomis. He was a famous serial killer. They made a movie about him.

Last year I found out my boyfriend was also a serial killer and only dating me because he idolized my father. He and his friend killed a bunch of people, and when it got out that I'm Billy's daughter, this crazy rumor started online that I masterminded the whole thing and framed them.

Of course not. He almost killed my sister and me before I stopped him.

I stabbed him twenty-two times and slit his throat. But that's not why I'm here.

This is about all the romantic interaction I'm ready for. I'm gonna go get Tara.

You're not dealing with what happened to us. Have you even gone to that counselor?

Being famous isn't all it's cracked up to be. And Tara's pissed at me. Again.

This isn't a coincidence, you knew him. Chad, Mindy, back me up.

I never deleted his contact info. This is coming from his number...

I want you to think long and hard about whether you really want to do this. Because the last two people who fucked with us ended up dead.

I was at my therapist's, I can write his information down. Then I met Tara at the party. Where I tased someone. Unrelated.

He said he was going to punish me for what I did. He's one of those conspiracy nutjobs.

Yeah, good luck to both of you, but we're getting out of the city.

I'm not working with anybody. I don't trust anybody. Because the killer could be anybody.

You said you wouldn't write a book about what happened, and then you wrote a book about what happened!

After everything we went through together. What would Dewey think?

So was the book. You called me "unstable" and"a born killer." \*

I know I shouldn't care what people think. But it's hard to be this hated.

Then you're probably going to die. That's what happens to people around me.

In our kitchen. Someone removed all the knives before we were attacked so we couldn't fight back.

Because of me. You can say it. What happened to you last year and now this. I know it's all my \* fault.

Not really. Ever since I came back into her life, I've made a mess of it.

Back when Sidney survived, everyone \* embraced her. When I survived, they hated me. Because I'm not the good girl. I'm not Sidney Prescott. People prefer me as the villain.

She cut me off after I told Tara about Billy. Then Tara cut her off because she wouldn't talk to me, so now neither of us has a Mom.

My friend Danny works on the Upper West Side, he can get there \* quicker!

You said it. It's not like I have a plan for my life anyway. If this is what I need to do to keep you all safe... then it's worth it.

We have to finish this and I can't be looking over my shoulder while I do. I'm sorry.

I don't know what you believe, but I didn't commit the murders in Woodsboro-

He was a man-baby who made his girlfriend do almost all the killing-

He was a weak little bitch who cried before I cut his fucking throat.

My father was a murderer. But I'm not. No matter what you say. I'm better than that.

I want to be in your life, but only as much as you want me to be-

Like Tara said, make a plan... start living again. Start dealing with the future.

Sam walks home, passing GREG & JASON'S APARTMENT BUILDING. A fresh crime scene. Police tape across the door. A cop standing sentry. Cop car at the curb, cherries flashing. Sam shudders as she passes it. Dials Tara. Gets voicemail:Hey, you know you're supposed to pick up when I call. I'm out of therapy early so we can cook dinner tonight if you want. See you soon!

Fourth floor walk-up. Sam unlocks the door to her apartment \* with janitor keys. Four deadbolts. Overkill? Absolutely. \*

Sam enters. \*No response. But BANGING on the wall. Some low moaning. Sam smiles, despite herself.The banging stops. A beat.We hear a low discussion and then QUINN (19, Sam and Tara's roommate) emerges from a bedroom, wrapped in a robe. Sweaty.Quinn makes the "cut it out" symbol across her throat.From the bedroom we hear:Sam looks at Quinn and mouths "Babe"? Quinn shrugs. Sam sees Tara's taser on the table grabs it, catching a glimpse of a HANDSOME SHIRTLESS MAN (20s) in the adjacent apartment. This is DANNY BRACKETT. Sam can't help but stare...Danny looks up. Sam looks away, embarrassed, caught.

I cannot speak to how heavily armed Tara is at this fraternity party.

You've been checking each other out for months, you should at least talk to him.

I know what it's like when they hold on too tight. After we lost my brother, my Dad wouldn't leave me alone. He even transferred to the NYPD when I got into college. Stalker much?

Um, not agreed. Maybe the trauma of what you went through caused one or more of you to snap-

No! And don't use all my good face wash, it's PH balanced for women!

Yeah, kinda didn't though. It was a good way to get off the suspect list, stab Gale Weathers, that sort of thing.

It's amazing what spamming the right forums can do. Do you know how easy it was to turn Sam from the hero of Woodsboro to the villain? How easy it is to convince the world to believe the worst in people rather than the best?

We track through the party. Dancing. Beer pong. Bong rips. \* A couple obnoxiously making out. \* We find MINDY MEEKS-MARTIN and her girlfriend ANIKA MAEDA \* (20) sitting on a ratty couch in the living room. \*Anika scoots closer to Mindy, smiling. Mindy looks up to see Tara walking past, heading for the keg.Tara's glassy eyes broadcast her drink intake. She shoots Mindy a thumbs-up and weaves to the keg station where FRANKIE (21) is placing a red cup upside-down on the pump.As they walk, Frankie notes Tara's every stumble and slurred word with the scrutiny of a measured anthropologist.

It doesn't bother you? Being at a house party after you were almost brutally murdered at a house party?

I think of it like being struck by lightning. The odds of it happening to the same person twice are extremely low.

Nah, last one's kicked. We got hard stuff in the kitchen, though.

And I'm spectacularly uninterested in knowing anything about you. You've had too much, Tara.

She's right, though. Face facts. If we're all suspects? You're all suspects.

See why I don't live with them? I love 'em, but my God the drama.

Holy shit, that's that chode from our film studies class! The one obsessed with Argento.

Okay, nerds. As terrifying as this all is, I'm actually glad I get a chance to redeem myself for not calling the killers last time.

That's one possibility. Heroes now in college? Check. Suspicious new characters brought in to round out the suspect list and/or body count?

It would make sense if this were just a sequel. But we're not in a sequel, because nobody just makes sequels anymore.

We're in a franchise. And there are certain rules to a continuing franchise.

Rule One, everything is bigger than last time. Bigger budget, bigger cast, bigger body count; longer \* chases, shoot-outs, beheadings - \* you gotta top what came before to keep people coming back.

Rule Two, whatever happened before, expect the opposite. Franchises only survive by subverting expectations; if the killers last time were whiny snowflake film nerds with Letterboxd accounts instead of personalities, you can bet the opposite will be true here.

And Rule Three, no one is safe. Legacy characters are cannon fodder at this point, usually brought back only to be killed off in some cheap bid for nostalgia. Sidney's smart to sit this one out, but it's not looking too good for Gale and Kirby. And that's not even the worst part.

The worst part is franchises are just continuing episodic installments designed to boost an IP, which means main characters are completely expendable now too. Laurie Strode, Nancy Thompson, Ellen Ripley, Sally Hardesty, Jigsaw, Tony Stark, James Bond, even Luke Skywalker all died so their franchises could live on. That means it's not just the friend group, any of us could go at any time, especially Sam and Tara.

Ethan. The shy dorky guy who no one suspects, because he's so shy and dorky.

Roommate lotteries can be juked, you could have fixed it to get next to us.

Which makes it more likely she's the killer because having a Cop Dad is a great cover; do you not remember how these movies work? And finally, Anika.

I mean, I think it's safe to rule out the four of us who went through this last year in Woodsboro-

If this were a normal Stab movie, this would be the killer's lair...

We're really doing the phone \* tracing thing that never works in the movies? It'll be all, "keep him talking, Sam, two more minutes, we've almost got him," and then he hangs up just before you can get a lock.

And you think they're safe because it's broad daylight in a public place-

This is exactly how our Uncle Randy died. College campus. Broad daylight. Yanked into a van. Stab- stab-stab. No more Randy.

I knew you looked familiar! Aren't you that girl involved in that Stab shit in California last year?

They arrive at the kitchen. The bar is down to the dregs.Tara's alarm bells are screaming, but...

Tara and Frankie head towards the stairs, passingAnika goes after them. A PREPPY GUY flops down by Mindy.After a beat, Mindy bursts out CACKLING. Laughing so hard she can't breathe. Shaking her head and mouthing "no." Mortified, the Preppy Guy slinks away. ACROSS THE ROOM - Anika intercepts Tara and Frankie.Frankie smiles smugly at Anika and leads Tara away...

CHAD MEEKS-MARTIN, dressed as a shirtless cowboy with a boa, clinks shot glasses with his roommate ETHAN LANDRY (19, shy, geeky) dressed as the knight from Murder Party.They drink. Ethan makes a face. Chad takes in the party.Ethan, horrified. The girl looks him up and down. Makes a "so-so" expression. Turns back to her friends.Anika approaches Chad.

You can do a lot better than Date Rape Frankie. You're really special.

Thanks for coming, suspicious new guy, but we'll take it from here.

What? You all I know took French, it should not be a surprise that I know that word.

Gotta be honest, I was expecting more support from my fellow members of The Core Four. Heartbreaking.

Hey hey hey - just to remind you, you're not hated in this room. We're all fucked up about what happened and we're coping in different ways. But there's a reason we all moved out here together. We're a team.

Yes, it'll be much less scary at the serial killer movie theater.

She missed the train. I would've waited with her but Cute Boy pulled me inside.

Not into movies, huh motherfucker? How 'bout TV? Goddamn, I sounded cool saying that!

Wait, any of us? Am I in the friend group? Am I one of the targets? Am I gonna die a virgin?

Or the fame you got from the killings made you thirsty for more! And, let's be honest, some of those theories online about Sam are-

I was in a lecture hall with a hundred other people, ask any of them!

We peel off and the killer takes us out one-by-one? No thank you.

Mindy was right, it was easy to juke the roommate lottery. All I had to do to meet you was room with a conceited, condescending alpha - literally named Chad. Fuck, it felt good to kill him.

This one was your grandmother's, Sam. Nancy Loomis. Really runs in your fucking family, doesn't it? And speaking of family, my name's not Ethan Landry, is it, Dad?

Because it's not enough to just \* kill someone these days. You have to assassinate their character \* first. So when Dad here "discovers" your horribly mutilated bodies posed with Sam wearing her father's mask? He'll say some poor dumb bastard must have read on the Internet that you're the real Ghostface and took matters into their own deluded hands!

Oh no, no, no, you sweet dumb thing! He died in Woodsboro, at the hands of your bitch sister.

What kind of mother doesn't want to avenge her dead son? Abandoning your kid is just plain evil!

Always wanted to stick something in you, Tara! Chad was right, I'm feeling real confident now!

Frankie, now leading Tara up the stairway up to the rooms.Tara and Frankie turn to see Chad and Ethan.Frankie YANKS Tara by the arm. Chad grabs him by the shirt and pulls back his fist-- As Frankie is tapped on the shoulder. He turns to see Sam \* standing there, smile on her face. \*ZZZZ! Frankie's balls are thoroughly tased by Sam! He \* crumples to the floor, moaning. Partygoers react. Some pull out their phones to record Frankie's agony.Tara storms past her out of the house, mortified. Chad and \* Mindy both give Sam a twins-style thumbs-up. \*

Hey, sorry to interrupt, I'm just \* gonna tase you in the balls real \* quick. \*

Tara, fuming, storming across campus. Sam, Chad, Ethan, Anika, and Mindy following.Tara whirls on her.Behind them, Mindy whispers to Anika --Tara takes a breath.Suddenly, an ANGRY WOMAN with a small group of friends marches up to Sam and throws soda right in her face!In the background we see a few costumed students filming the scene with their phones.The woman storms off. Anika turns back to Mindy.The others give her sympathetic looks. Ethan digs in his pocket.Sam takes the tissues and tries to dab up the soda.

Murderer! You people should stay away from her! She knows what she did!

Posters on the wall. One for "We Hate Movies" (this is non- negotiable). Quinn sits with Tara, peace offering.Tara nods, relating. Chad knocks on the open bedroom door and enters with a glass of water and Advil for Tara.She goes, shutting the door behind her.Chad sits next to her and playfully shadow boxes.Chad chuckles, then looks at her. Their faces, surprisingly close together...The energy in the room has changed. Their body language makes it pretty obvious what they're thinking...Lips are about to touch... when Quinn bursts into the room.He heads for the door. Quinn mouths "I'm sorry!" to her. Tara collapses on the bed, frustrated.

Sam sits on the stairs in the lobby, taking a moment. Someone is getting mail. She looks. It's the Cute Boy, Danny. He smiles at her. Walks up to her... and KISSES HER. And she kisses back! Then she pushes him off.Sam smiles as she pushes Danny away.She laughs - this is a Sam we haven't seen much of - happy.He's sweet. He sits down next to her, breaks off half the granola bar he's eating and hands it to her. As they munch:She laughs and punches him the arm.She looks at him. He makes her smile.Interrupted by Chad, leaning out the railing from the top of the stairwell shouting:Sam moves to the stairs and Danny follows - concerned...

Hey, can I help it if my kink is "woman who is ashamed be seen with me"?

For your sister and friends to know you enjoy physical contact with another human being, I get it. Your secret is safe with me.

Just went for reinforcements. And I called Mount Sinai, Mindy and Gale are going to be okay.

Sam and Danny enter to find Chad and Tara gathered around the TV with Ethan, Anika, Mindy and Quinn. Quinn notices Danny.ON TV - A REPORTER is at the Jason and Greg CRIME SCENE.The Ghostface survivors react. Sam looks to Tara.But Sam's already moving, gathering things.Chad takes Danny and protectively marches him to the door.He slams the door on Danny as Sam pulls a STEAK KNIFE from the knife block. Not big enough. Pulls a BUTCHER'S KNIFE. Better.The twins, suddenly caught in the middle as both Carpenter sisters stare at them. They lock eyes, reading each other.Tara stares daggers at Chad.As she pulls out her phone, SAM'S PHONE RINGS. The room FREEZES. Slowly turn and stare at it. Sam looks, caller ID - Gale Weathers. Sam grimaces and sends it to voicemail.Quinn comes back and hands Sam her phone.A Midwestern voice, home-spun and steady.

...the mutilated bodies of two New York City University students...

Also found were weapons and various Ghostface costumes, a character popularized by the Stab movie franchise...

...that the prime suspect is none other than Samantha Carpenter, one of the survivors of the Woodsboro killings in 2022, seen here attacking a woman on the street last night.

DETECTIVE WAYNE BAILEY (40s). A small town cop in the big city. Might remind us of another recently deceased policeman. Standing in the CRIME SCENE. In a pool of blood, a DRIVER'S LICENSE. California. The name on it - Samantha Carpenter.Deliberately placed next to the license - a discarded GHOSTFACE MASK. Not the cracked one the killer was wearing.

DNA says it belonged to someone named Richie Kirsch. Ring a bell?

Oh, no - that would have been a crazy coincidence, huh? The detective that did offered it to me because it involves Quinn. But I can totally give it back if you're not comfortable. Up to you!

Look, if the man who attacked you did steal your license and plant it at the crime scene, it's probably someone you're close to. How long have you known your friends?

I think I can vouch for my daughter, so that's one less person to worry about.

He left this mask at the bodega. DNA traces of two individuals, Charlie Walker and Jill Roberts. Both deceased.

You're persons of interest in a double homicide, so... you're not allowed to leave town. Sorry.

Remember Samantha Carpenter's alibi, the therapist? He got \* stabbed to death through the nose. \* Through the nose. Do you know how \* messed up that is? \*

Maybe? There was another mask left \* at the scene. DNA matches to a Roman Bridger.

Oh. Sometimes I forget I'm still wearing it. We lost our son awhile back. She said looking at me just reminded her of him, so she left. I decided to move here for a fresh start and to be closer to Quinn. What about you? Ever been married?

Hey, Jack? Do me a favor, call the Atlanta Field Office, see what you can dig up on Agent Reed.

They took me off the case. But I'm not gonna stop until I find him.

Sorry to interrupt, but I think I might have an idea about how turn the tables on this creep. \*

It's fifty blocks away and we don't even know if this is real, we need to take a minute-

I'm a police officer which means you're not allowed to steal my car!

I'm getting my ass chewed out for not dropping the case and now you want to do what?

I'm stuck here, but Gale gave us the keycards to the theater; it has \* heavy security and surveillance cameras, we can use that against him. I'll get Kirby to meet you there and join you as soon as I can.

Travel in public. Remember, the more people around you, the less of a chance he can take a shot at you before you get here.

I heard back from the Atlanta field office, they say Agent Reed's been in a downward spiral ever since the Woodsboro murders last year-

They fired Kirby two months ago for being mentally unstable! She's no longer with the FBI!

Of course me. Frankly I expected more from you two, after what you did to us.

I made sure I was first on the scene so I could switch her out with a fresh body. You'd be surprised what a grieving father can get away with.

Of course you didn't! You think this is about that conspiracy theory bullshit?

It's the perfect alibi! Because like all the best lies, it's based on a truth - you're a killer, just like your father was.

Once I saw the photos of what you did to my son, I knew... I knew you had to die like a fucking animal. You had to be punished, and so did anyone who got in our way. But my wife... disagreed.

Am I a perfect father? No. Did I indulge Richard's fascination with these silly movies a little too much? Maybe. They're just too dark for me. And they don't make sense - they're murder mysteries where the hero never ends up solving the mystery! The killers just announce themselves! What kind of ending is that? But my son loved them.

Oh yes. He was a very passionate fan. And he inspired others - we had to kill those two wannabes from your film class because we had to be the ones to kill you. For Richie. Once they were dead, I put the theater in their name so we could lead you back here. That's why it wasn't in the records Kirby had. Good Ol' Detective Bailey would have stumbled upon it, but it turned out I didn't have to. Gotta say, Gale really is a damn good journalist.

We brought his collection here and built this tribute to my son. Because this is where you have to die - surrounded by the things he loved most.

No, then we go to the hospital to make sure Mindy and Gale don't pull through. Then we're going to fly to Seattle and pay Sidney a visit.

Carve her little girls up in front of her. Because everyone dies, Sam. Everyone who had anything to do with the death of my son suffers and dies.

You put on your true face, huh? Your birthright. Poetic that you're going to die in it-

I'm a fucking police officer! What are you gonna do, huh? Who do you think they're gonna believe?

Sam emerges from her building with Tara hot on her heels. Eyeing passersby as she goes, a guy in a hoodie, someone in a wolfman mask. Anyone could be dangerous.Sam looks for a cab, rounds the corner. Tara follows.

Sam, about to hail a cab when her PHONE RINGS. She looks at it STOPS. The caller ID and picture - Richie Kirsch.The phone keeps ringing. Sam gets that determined look.Sam answers.The man passes. Sam drifts to the railing of a stairwell to \* a basement apartment. Tara stays by her side.As GHOSTFACE with the aged mask suddenly springs up from the stairwell and YANKS TARA OVER THE RAILING! Raises his knife to drive it into her stomach, Casey Becker-style-Tara elbows him in the gut and he stumbles back, winded. She scrambles up the stairs and she and Sam run up the sidewalk.There aren't many people around on the quiet street, and no one close enough to help. Ghostface vaults the railing and sprints after them! Sam and Tara round a corner and fly into

Sam and Tara run up to the CLERK at the counter. Lots of customers around. The MAN at the head of the line bristles.The door swings open... and Ghostface comes inside.A BURLY GUY steps in front of Ghostface.Ghostface stabs him in the chest. Wipes the blood off his knife and keeps coming. Fearless and unstoppable. He wasn't lying. There's never been one like him before. The Burly Guy drops dead. Ghostface slashes at everyone else in his path as he moves up the aisle towards the sisters. Takes out another WOULD-BE HERO with a slice to the jugular!Sam and Tara drop and the clerk aims a SHOTGUN at Ghostface! The killer ducks behind a rack - BLAM! The blast takes out the chip display. A moment passes and Ghostface doesn't emerge. Where is he?Sam and Tara race towards the back of the store, quickly locate the door to the street, run to it -- But it's locked.Our heroic clerk steps out from behind the counter, shotgun raised. He heads past the chip display. No sign of Ghostface. Has the killer fled? That's when the clerk glances up to the circular mirror in the ceiling corner and sees Ghostface creeping up behind him!He spins-- Ghostface grabs the shotgun, they wrestle for control-- Sam and Tara run to help when-- WHAM! Ghostface headbutts the clerk, who falls back against a shelf. Ghostface racks the shotgun with one hand--BLAM! No more Heroic Store Clerk head. His body slumps as Ghostface turns to where the sisters were-- Gone. Hiding somewhere, they couldn't have gotten past him. Ghostface racks the shotgun. Begins stalking the aisles... ON SAM AND TARA. On their hands and knees, trying to slip from aisle to aisle, making no noise. BOOM! A shotgun blast takes out a freezer full of ice cream. The sisters stifle their screams. They hear the shotgun rack again. Footsteps in broken glass. He's getting closer... Sam looks to the shelf between them...Tara grabs the other side and they strain to tip it over! It tumbles into Ghostface, pushing him off his feet. He pulls the trigger as he falls, the blast going wide- BOOM!The sisters run for the front door! And we hear the sweetest sound in the world: Police sirens. Sam and Tara make it outside, bathed in blue and red. They look back into the bodega. Ghostface is gone. Lying on the messy floor - another Ghostface mask.

Sam and Tara sit across from Detective BAILEY, both with steaming mugs of coffee. Crime scene photos of Jason and Greg's apartment and the bodega. Through the window, a pair of COPS passing by give Sam the side-eye. Sam glares back at them until they look away.Bailey holds up an evidence bag with the BLOODY GHOSTFACE MASK we saw next to Sam's license.Sam and Tara stare at the mask.He holds up his phone - a YouTube clip of Sam getting soda thrown on her. In the video:Sam and Tara watch as Sam goes after the woman in the clip.Bailey holds up Sam's bloody license.Sam and Tara exchange a look at this - "or is it?"The door opens and a COP pokes his head in.

Low angle of a pair of heeled lace-up ankle boots confidently striding through the cop shop. Bailey emerges from the Interrogation Room, approachingThe woman turns, flashing her badge, and we revealBailey peruses the file - good work in here.Kirby turns to see Sam and Tara standing in the doorway. She smiles and goes in for a hug.Another cop comes over with an evidence bag with a SECOND GHOSTFACE MASK and a report. Bailey glances at it.On Kirby as the names land. Sam and Tara know what they mean too. Bailey looks at her, questioning.Kirby raises her shirt to display a scar along her stomach. Bailey blushes, looks away.Sam and Tara shake their heads.She takes Tara's hand and is out the door.

Special Agent Kirby Reed, FBI. I work out of the Atlanta office.

Your two vics were residents of my city before they moved here for college. I've been investigating their online activity for the past few months.

We share a certain history, yeah. I'm not looking to get into a jurisdictional pissing contest here, I just want to help.

Like I said, I take a special interest. Is this the mask he was wearing when he attacked you?

Which means whoever's doing this is a student of the killers who came before. Maybe he believes Sam is the latest in a long line?

The Ghostface who was directing Stab 3. It's like he's leaving us real life franchise Easter eggs - dropping the killers' masks in reverse. Almost like he's counting down to something.

Last year was Amber Freeman and Richie Kirsch, whose mask we found at the first crime scene. Then Jill Roberts and Charlie Walker, their mask at the bodega. Roman Bridger was the only single Ghostface, kudos to him for the ambition, his mask was at the shrink's-

...and Billy Loomis. Number one. And father of our chief suspect.

I'll check in later. And tell your daughter to stay sharp, proximity to the Carpenters is proximity to Ghostface.

I went through their financial records dozens of times. This place wasn't in any of them. It doesn't make sense.

I almost died after I was stabbed. Technically, I did die, for four minutes. When I recovered, I got mad.

I didn't want to spend my life being afraid of monsters. I wanted the monsters to be afraid of me.

He's on the Upper West Side. He's \* not even outside, he's in an apartment...

I cleared the whole place before you got here. This is the only way in or out.

There are cameras covering all angles of the exterior so we can see him coming. I've set it up so \* he steps through the first door, \* both doors automatically lock, trapping him inside...

I'm the only one with a badge, that's how it's gonna be. We're safe in here.

Whatever he told you, don't believe him! He's probably the killer-

If you ever need me, call. We're \* all part of the same fucked up \* family now. And legacy doesn't \* always have to be a bad thing. Okay?

The sun has risen. Sam and Tara, pushing through the front \* door out to

Where a SWARM OF REPORTERS is waiting, shouting questions! Sam and Tara, disoriented by the lights and flashbulbs.But one familiar voice cuts through-Sam stares at Gale, standing there, mic outstretched... and SWINGS at her! Gale ducks the punch easily.-as WHAM! Tara catches her with right cross!Sam and Tara stalk away. Gale rubs her jaw and signals for her cameraman to stand down, and then she follows.That stops the sisters and they turn back to her.Sam hails a cab.Gale doesn't respond as the sisters get in and pull away...

Gale Weathers, Channel 4! Do you ladies think you're the reason the Ghostface Killer has come to the Big Apple?

Oh come on! Someone was going to write about it! It's what I do!

That's not- you know, it's really all about true crime limited series these days-

No. She sends her love, but she's taking Mark and the kids someplace safe. She deserves to have her happy ending.

Yes, I'm "from TV". I did some \* digging on your first two victims and found something. I know where the masks are coming from.

Jason and Greg were little Atlanta rich boys, they apparently used false names to rent this space.

Don't take it too hard. It's called experience. You'll get there.

Cops like money and evidence can "get lost" pretty easily, especially in closed cases.

Sam, I know this from experience - comparing yourself to Sidney is not a good use of your time. And besides, you're more like me anyway.

Well then, I'm sorry to say it, but fuck her. My parents sucked too.

But you can still find your own family. Even if it's just one person.

You keep going. And maybe you find another loner and look after each other.

"No press," Kirby said. Bitch, last time I saw you, you were in glee club. Forgive me if I don't trust you to keep them safe.

You figured right. So what's your motive this time? You angry at the movies? Or just trying to stay relevant?

You know you're like the tenth guy to try this, right? And spoiler alert - it never works out for the dipshit in the mask.

You've been in my life so fucking long. I made you. And you made me.

You want to try and finish this? Go ahead if you've got the guts.

The killer must have found this \* place before they murdered Jason \* and Greg, then they took all the \* masks. \*

Dr. Stone, feet on the desk, eating cereal, watching Stab (2021). Chromeface reigns supreme. His Funko Pops with him. ON TV:His DOOEBELL rings, startles him. He mutes the TV.

Dr. Stone comes down the stairs and looks to the door, suspicious. We see a SHAPE through the frosted glass.No response. ANOTHER RING. Dr. Stone goes to the door. ANOTHER RING. More insistent. Dr. Stone squints to see through the glass.BOOSH! A fist punches through the glass and grabs Stone, slamming his face repeatedly against the metalwork, then jamming a KNIFE INTO HIS NASAL CARTILAGE. \* Dr. Stone dies instantly. He falls backwards to the floor. \* WHAM! Ghostface kicks open the door, admires his kill, then \* closes the door. His work here isn't finished just yet... \* Back in Dr. Stone's office a hand pulls a file marked \* Samantha Carpenter.......As we SMASH TO -- \*

Mindy holds court in a large seating area on the quad. Sam, Tara, Chad, Ethan, Anika, and Quinn watch.Mindy, pacing now, doing her thing.On Chad, taking notes. He looks up.On Sam and Tara, absorbing this.Chad looks to the others.Anika blows her a kiss. Mindy smiles, butAnika's face falls.Everyone looks at each other suspiciously with new eyes...

Kirby noshes on a hot dog at a desk. Bailey enters, shaken. \*He throws the CRIME SCENE PHOTOS on the table. Kirby glances \* at them, still chewing. \*He holds up a bagged GHOSTFACE MASK. \*They stare at each other as we TIMECUT TO...

threatening remarks and then he ended up dead. And guess which patient's notes were stolen?

Go around to the back entrance, \* we'll get set up. Where's Mindy \* and Ethan? \*

Kirby now stands in front of an EXPOSITION WHITEBOARD containing photos and dates of ALL PREVIOUS GHOSTFACES.He fingers his wedding ring as they contemplate all this for a beat. Kirby sees.Kirby takes a bite of her hot dog and holds up a finger.Kirby stares at him in disbelief.Kirby gets a text and rises.Bailey watches her leave. Blinks. Suspicious.

Sam is making up the couch for Mindy and Anika as Tara and Chad cook dinner. In the kitchenette --You can cut the attraction with a knife. Mindy rolls her eyes, over it.He pumps his fist proudly. Chad looks from one of their cringing faces to the next. No one's into it.Tara laughs. Sam, smiling. Anika looks past them to the TV.She unmutes the TV, which shows the same reporter as before in front of Jason's building. The sound crashing in --CUT TO the clip Sam getting soda thrown on her again:Sam turns off the TV. The mood ruined. She goes to the kitchen, takes over the meal prep from Chad. He joins the others in the living room in awkward silence. Tara comes over to Sam.This brings Chad and Mindy over.Mindy leans her head on his shoulder.Sam smiles, grateful for her actual and found family. Then she blurts:A massive "WHOA!" from the other three. Sam's surprised.Tara holds up her hand. Sam laughs. Reluctantly smacks it. Everyone cheers.

DANNY, shirtless again (God bless him), folding laundry. He \* looks up at the newscast on his own TV at the mention of Sam. \* Something catches his eye - Someone in a BLACK ROBE in Quinn's bedroom. GHOSTFACE. In Sam and Tara's apartment.Danny bangs on the window! Shouts, trying to get Quinn's \* attention, but...

MUSIC PLAYS. Quinn, lying in bed, post-coital. On the phone with her father, while her Boy Toy is in the SHOWER.A SHAPE, moving behind her. Ghostface. He studies her, lying there.

Danny pounds on his window, watching Ghostface behind Quinn.He looks to the next window, sees Sam and company in the \* kitchen. Reaches for his phone. \*

Quinn, still unaware of Ghostface.From the shower:Ghostface turns at this. Starts towards the bathroom...Quinn looks up at a THUD from the bathroom. \*No response. She rises. The door is a little bit ajar. She \* steps towards it. She hears the shower TURN OFF. \*She reaches for the doorknob... \* 38 OMITTED 38 \* 39 OMITTED 39 \*

Sam's phone buzzes with a call from Danny. She declines it. \* THUD! Sam turns as we hear banging coming from Quinn's room. \* Chad frowns, almost sounds like struggle but-The banging and screaming gets louder. Mindy, impressed.Suddenly, everyone's phones buzz as they receive the same \* AIRDROPPED FILE - a photo from Danny of Ghostface attacking Quinn. Oh fuck. Everyone in the room slowly turns back towards Quinn's room, as the banging stops. They stare at the door. Frozen. On Anika. The suspense is killing her. She has to know. She takes a step towards it... Mindy GRABS her arm.The door opens inward and QUINN'S BLOODY BODY flies into the room! Launched by Ghostface!The body slams into Anika, knocking her back onto the couch-He grabs Tara's hand, dragging her towards the front door. Sam lunges into the kitchen, going for the knife block -- -- but all the knives are gone. Anika, screaming, pushes Quinn's dead body off her, Mindy going to help her as - GHOSTFACE FILLS THE BEDROOM DOORWAY in front of her. Mindy looks up at him...Ghostface SLASHES at her, OPENING HER BICEP, as she falls back screaming! Blood sprays!Anika tackles Ghostface, but he spins and BURIES HIS KNIFE in her stomach! Tearing it upwards as she SCREAMS!Ghostface turns as WHAM! Sam clocks him with the EMPTY KNIFE BLOCK itself! He staggers back, cutting off their escape route to the front door! Slashing at them!Sam and Mindy grab the bleeding Anika and drag her to

Sam slams the door and locks it as WHAM! Ghostface hurls \* himself into it! WHAM! WHAM! WHAM! \*

Tara and Chad, bounding down the stairs when they realize that no one is behind them.Chad gamely reverses course, and they sprint back up the stairs! Arriving at the now LOCKED APARTMENT DOOR.Tara turns out her pockets, but-

Sam and Mindy with their backs to the door as Ghostface tries \* to break it down!The banging stops. Mindy looks around for a weapon. Spins to the bathroom where she sees DEAD PAUL 2.0! She SCREAMS!Just past the shower, the other door of the Jack-and-Jill bathroom flies open, revealing GHOSTFACE in Tara's room! He charges into the bathroom at them, knife raised! Mindy dives forward, slams Quinn's bathroom door, locks it-- WHAM! Ghostface slams his body into the door! Sam shoves Quinn's vanity in front it. It won't hold for long. She looks for a weapon. Nothing. Runs to the window. No fire escape. Danny, across the way on his balcony. Twenty feet between them. Danny, looking around desperately. Getting an idea:He disappears into his apartment!Mindy holds the door. Anika, hurt bad. WHAM! WHAM! WHAM!Danny reappears, holding a UTILITY LADDER. He begins to stretch it between the sill of his window and hers...Sam takes the edge of the ladder and places it on the sill. It's barely long enough. She looks down. FOUR STORIES UP. WHAM! WHAM! WHAM! The wood by the hinges, splintering...Their eyes meet. Mindy - Do it. Sam puts her weight on the ladder. It seems to hold. She shimmies out onto it...

Sam crawls across the ladder, which CREAKS under her weight. She balks. Not sure she can do this.Sam does. She forces herself to grab the next rung. Brings a knee forward. She's doing it -- Oh fuck, she looked down. She's so high up.She keeps going. It's agonizing. But she finally reaches the middle... the ladder BOWS a little... Sam whines involuntarily. Keeps going. Only six feet to Danny. Then four. Two... She grabs his hands and Danny pulls her into safety. Sam almost passes out from relief. Then yells:

WHAM! The door, almost off its hinges! Mindy, to Anika:Anika hauls herself to the window. Can barely stand...Mindy looks from the door to Anika. Fuck.Mindy abandons the door and pulls Anika to the window. Anika, scared to death and losing blood. But Mindy's calming her.WHAM! The door comes off its hinges. The vanity barely holding it in place.

Mindy climbs onto the ladder. Somehow holding back the terror. Shimmies forward -- \*Anika, about to climb out when the ladder GROANS. SAGGING. \*Danny, trying hard to keep himself and everyone else calm.Anika, momentarily relived. Until she sees Ghostface \* SMASHING THROUGH THE DOOR. Nearly inside...Mindy hauls ass across the ladder. Reaching the other side, Sam and Danny pull her in.Weeping, Anika puts her hands back on the ladder. CRAWLING OUT. Dizzy from the blood loss. Each rung is an effort. The wind howls around her... She looks like she may faint.

Anika is halfway across when Ghostface appears IN THE WINDOW. Everyone sees him. Their expressions terrify Anika.Ghostface places his hands on the end of the ladder. Everyone tenses. Mindy locks eyes with Anika, trying like hell to keep the panic from her voice.SCRRRRRRCH! Ghostface nudges the ladder closer to the edge.Anika realizes what's happening. But she's frozen in fear. Ghostface glares directly at Sam and PICKS UP the end of the ladder. Anika suddenly tilting forward, staring at the ground-- SCREAMS and barely holds on--Ghostface SLAMS the ladder up and down again! And again! Anika just whimpering, trembling. Mindy turns to Sam and Danny.Mindy goes to move past him... but Sam is already leaning out \* as far as she can, dangling dangerously out of the window- \*Sam, arms outstretched. Anika remains frozen in place. She \* looks catatonic. The ladder GROANS. NOT GONNA HOLD... Sam and Anika lock eyes... Anika's still too far away for \* Sam to grab... \*Ghostface looks directly at Sam... and in one swift move TILTS THE LADDER ONTO ITS SIDE, DUMPING ANIKA. \* Sam nearly topples out of the window, Danny pulls her back in- \* But Anika plummets four stories, screaming all the way down.WHANG! Her head kerrangs off a dumpster below as her body impacts on the concrete. Impossibly twisted. Sam collapses. Looks back across the airshaft to her bedroom \* window. Ghostface is gone.

Empty, save for Bailey, staring down at the DEAD BODY of his daughter. Another GHOSTFACE MASK lies next to her. A forensics team appears at the door.The techs look at each other.

Police cars. Mindy is being tended to in an ambulance. Chad and Tara comfort her.She looks up at him, eyes wet.She wipes a tear away, looking toward Anika's bodybag.She looks at her friends, scattered among the emergency vehicles. Camera pans from Tara, to Mindy, to Chad as...AT AMBULANCE As Ethan comes walking up the street with his backpack, staring at the commotion. Chad hops off the back of the ambulance and slams him up against the wall!He moves to her, but she holds up her hand.NEAR BUILDING Sam sees Bailey exit the building through a side door. Sheet white. A changed man. Tara joins Sam as Bailey nears.Bailey looks at her.He can't hold it back. He crumbles, wracked with sobs. Sam holds him, crying herself. Tara puts a hand on his back. The three of them, bonded by tragedy. Bailey pulls himself together.Bailey nods. A moment of solidarity between them. Broken as Sam sees GALE approaching.Gale studies her. Smiles at what she sees.She turns back to Bailey.A screech of tires. A car has pulled up. KIRBY. She takes in the assembled group.

Sam stands at the edge of the building. Watching the coroner zip Anika into a bodybag. Danny approaches.

Gale leads Sam, Tara, Mindy, Chad, Kirby, Ethan and Bailey to a heavy security door at the back entrance of a rundown building. She slides a KEYCARD through the swipelock and we \* hear a BUZZ as the door unlocks and she opens it.Sam and Tara exchange a look. Suspicious.Gale goes through the door. Kirby makes a face behind her back.

Gale leads them through the door into an airlock-like vestibule. Double security doors, another swipe-lock. \*Gale BUZZES IN through a second set of SECURITY DOORS. Turns \* on a flashlight and walks to the breaker box. With a KA- \* CHUNK, overhead fluorescents BLAST ON. Revealing we're in the back lobby of some kind of theater.

They step through the curtains into the main theater. Push in on our heroes as they see...She presses a button and the tattered movie screen above the \* stage rises to reveal NINE GHOSTFACE CLOAKS. \*The main floor is a museum honoring Ghostface. The seats on the side have been removed and display cases installed. More sit up on the stage itself. Some lit from above. Reverent displays of objects from every Ghostface attack. The Survivors, each drawn to a different "exhibit." Creepy \* as fuck. \*We TRACK with Mindy as she walks through the whole macabre \* collection. Finally landing on... \*She points to Randy Meeks's Bradley Video employee shirt.So many displays. Monuments to cruelty. Among them:Kirby looks up from a 35 mm film canister.Kirby pauses at an enlarged, framed screenshot of an Evite to "Stabathon". Next to it: crime scene photos of KIRBY'S HOUSE. Bloodstains on the back patio, where Charlie stabbed her. In another case, the knife he used. Tara comes over.Kirby does her best to look stoic. She doesn't pull it off. Bailey approaches, overwhelmed by all the artifacts.Gale goes to the final display. DEWEY'S GUN and BADGE. Gale absently touches the glass, holding back tears.Ethan looks around, extremely uncomfortable.Mindy gives Ethan the "I'm watching you" gesture. Nearby, \* Sam ascends the stairs to the stage. \*

Sam wanders to the stage's centerpiece - a display of ALL THE \* KILLERS' GHOSTFACE COSTUMES. And all the masks are missing. \* Under the first, a placard "BILLY LOOMIS'S ORIGINAL COSTUME." Sam, mesmerized by her Dad's display. Somehow drawn to it.Sam blinks and there he is - BILLY LOOMIS is there in the reflection of the glass. Uh oh.Sam looks down and realizes she was reaching for the cloak. \* She pulls back as if she's snapped out of a trance. Tara, watching. Sam, legitimately upset by her own actions.Tara studies her. Her eyes full of concern. But not just for Sam's well being, for everyone else's. \* While Sam was entranced by the cloak, the others have \* ascended to the stage. Looking at the other costumes. \*Tara abruptly heads towards a side door. Too much for her. Sam watches her go. Mindy sits on the edge of the stage. Her eyes drawn to a \* particular display on the main floor: the TV that killed Stu \* Macher. \* Kirby takes notice and joins her. \*Mindy eyes her. Gets that Kirby's trying to cheer her up.Mindy answers automatically:They nod at each other in mutual respect.

Oh, yes! Come on, Sam, you gotta \* be excited to get our murder on together again! Get ready to slice up some more motherfuckers! Billy and Sam! TEAM LOOMIS!

Tara takes deep breaths. Nauseous. Notices, the walls are plastered with framed posters from the Stab movie franchise. That doesn't help. Sam comes out. Gently:Sam, her heart breaking as she answers truthfully:She chokes off her words. Sam, realizing what she means:Tara's gaze betrays her.She runs up the stairs near the concession stand, wanting to \* be alone. Gale and Kirby emerge. Sharing a look. Kirby goes after Tara. Gale stays.Sam looks up at Gale.Gale smiles at the jab.Gale studies her.Sam, remembering Dewey.Gale takes a deep breath. Still in pain over her loss.She takes Sam's hand. Sam looks at her and squeezes it. Two loners, finding each other.

Upstairs, Tara stands with Kirby. \*Tara nods.Bailey, Sam and Gale approach. \*Bailey and Kirby exchange a look. A silent consensus. \*

The sun blazes over the Hudson. It's Halloween Day. The streets are overrun with people in costumes...

Sam and Tara walk across campus. Eyeing everyone they pass, suspicious.Sam smiles despite her nerves. \* RACK FOCUS to a nondescript WHITE VAN parked nearby.

Kirby climbs from the front seat into the back of an FBI \* surveillance van where Chad, Mindy, and Ethan sit. \*Mindy blinks. Then pivots.Now Kirby blinks. It's a solid point. She radios Sam.

Sam hears Kirby over an EARPIECE. They pass an undercover Bailey on a bench.Her phone buzzes. Caller ID - Richie Kirsch. Sam braces herself and answers.Sam, thrown by the intensity. Re-centers.Sam stops in her tracks. Spins around. Lots of places for a killer to hide. Some students wearing COSTUMES.CLICK. Ghostface ends the call. Bailey races over to Sam, hand on his weapon.IN THE VANIn the van, Kirby blinks.Sam, her stomach dropping as she realizes:

Gale, lounging on her couch in her lavish high-rise. A view \* to die for. Her boyfriend/trainer BROOKS (30s super hunky) \* brings her a cocktail. \*

Sam sprints towards the surveillance van, dialing her phone, Tara, and Bailey close behind.Interrupted by Bailey's car STARTING. Tara in the driver's seat, revving the engine.Sam hops in.The sirens blare as they peel out, leaving Bailey gaping.57A OMITTED 57A \*

Gale and Brooks, on the couch as the LANDLINE rings. \*(answering) \* Hello? \* (listens; then) Not the food. It's for you.Gale snatches the phone from him.Gale mouths "Police" to Brooks, who dials 911 on his phone. Gale, rising, going for her iPhone. Pressing RECORD. She sees an incoming call from Samantha Carpenter. Ignores it. We track with Gale as she paces through her apartment.IN THE DEEP BACKGROUND - we see GHOSTFACE emerge behind Brooks and drag him off behind a glass partition, hand over his mouth as he stabs! Gale hears nothing, still focused on the call.Gale has gone still at Dewey's name.BOOM! The glass partition EXPLODES as BROOKS' BODY is hurled through it onto the couch! DEAD. Revealing Ghostface! He wipes the knife. Gale SCREAMS and bolts for the kitchen! Running around the island, Ghostface hot on her heels, she grabs a pot off the burner and smashes him with it! He goes down flailing! As he comes up, Gale sprints away, out the door to her

A HUGE PENTHOUSE BALCONY. 80 feet long and 20 feet wide, Gale sprints out the far door. Ghostface bursts out the door seconds later. Gale throws patio furniture in his way as she goes - he trips over a chaise! Gale reaches the other door and re-enters

She spins, trying to lock the door behind her, but he's too close, so she races toward the bedrooms...

She slams the door and locks it- WHAM! Ghostface hits it! Trying to break it down as -- Gale rips open her bedside drawer. Gun safe. Can she get the gun out before the door cracks open? Gale enters the code. Fucks up. Entering it again- WHAM! The door splinters. She opens the safe. Grabs the gun, racks the slide, and -- BLAM-BLAM! She puts two bullets through the door! Then silence. Gale, breathing hard.No response. Gale doesn't move. Waiting. Her phone rings. She answers, keeping her gun on the door.BLAM-BLAM! She puts two more bullets through the door. Listens. Still silence.She moves to the door and opens it... Nothing.

Maybe you did hit me. Maybe I'm wounded. Or maybe I'm wearing a bulletproof vest.

Silence. Gale steps out of her room, gun up. Hunting.Glass crunches under Gale's feet as she walks. Taking corners, clearing rooms.She enters the living room. Tries not to look at Brooks.She HANGS UP, then calls him back. Behind the doors to the entryway, a PHONE RINGS. Gale pivots and SHOOTS THROUGH THE ENTRY DOORS! Did she get him? She stares. Inching closer... Closer... WHAM! Ghostface RAMS through the doors! Tackling her and STABBING HER THROUGH THE ARM! She screams as the gun clatters to the floor! Blood gouts! He rips the knife out and then stabs it down into her thigh! She howls. Pulls it upwards, tearing through the muscle! Somehow, she throws him off and stumbles back. Barely on her feet with the bum leg. Her hand's not working. Severed tendon. And SO MUCH BLOOD... Ghostface stands across from her. Does the KNIFE WIPE. Staring her down. Gale pale from blood loss, wheezing.Ghostface just stares.Ghostface grips the knife. Gale makes a fist with her good hand. They stare at each other... and then both CHARGE. They SLAM INTO EACH OTHER and then crash to the floor! Kicking, punching, slashing. A fight to the death. Ghostface stabs Gale again. She screams in anger and bites his arm. Drawing blood. Now he screams! She punches him! He punches her! She gets on top. Smashes his head with a lamp! And then he slips the knife in between her ribs. We see the fight go out of her. He throws her to the ground. Straddles her. Raises the knife, plunges it down... She CATCHES HIS WRIST. Holding it with both hands. He pushes harder. The knife, descending towards her face. Toward her eyeball. She spits blood.But he's got her. The tip of the blade, brushing her eyelashes. We're not gonna want to see this...Sam and Tara race in! Sam sees the gun and dives for it! Ghostface rolls off Gale as Sam comes up with the weapon! FIRING! Bullets tear through things! Ghostface barrels through the fire door to the EMERGENCY STAIRS, as the gun clicks dry. Sam, about to go after him whenShe turns back, sees Gale, Oh fuck. She and Tara run to her.Gale manages to focus on them. Tears in Sam's eyes, at her \* breaking point seeing Gale this messed up. \*Gale SCREAMS as Sam presses on her wounds. \*Her eyes, dipping closed...Sam slaps her. But Gale doesn't move. \*A pair of EMTs rush in, followed quickly by Mindy, Chad and Ethan, who freeze when they see Gale's condition. Sam and Tara give the medics room to work.She shakes her head, eyes wet. Ethan looks stunned. Chad kicks the wall.Everyone stares in agonizing silence as the EMTs check Gale's vitals --As they hoist Gale we CUT TO: OMITTED OMITTED

I've got a weak pulse- get the back board! We need to move now. One- two-three!

Our crew, now huddled together in the lobby of Gale's building. Processing the aftermath. Cops come and go. Danny enters, out of breath.Sam eyes Danny. Why did it take him so long?Sam looks at her friends. All of them scared. Softly:Tara moves to her suddenly, taking her hands.Mindy nods in solidarity, wiping her eyes.

Our crew huddled around Chad's phone, Bailey on speaker. INTERCUT:She looks to Sam, who nods with a new fire and determination.Bailey swallows, looks at the cops around him. Voice low:Relieved looks between the gang.As we PRE-LAP the ROAR of SUBWAY TRAIN BRAKES...

Sam, Tara, Mindy, Chad, Ethan and Danny navigate a narrow subway platform, where the train has just pulled in. They move toward it as the doors open...But the FLOW OF PASSENGERS getting off the train SEPARATES THE GROUP. Ethan and Mindy are pushed back by people...As the others board, Mindy fights against the flow of people. She spots her brother standing half in/half out in the doorway of a train car, looking for her.The warning buzzer sounds. The doors start to close. They bump on Chad and re-open. And then he's YANKED inside the car by someone! Oh shit!Mindy runs, but can't make it onto the train in time. A hand grabs her shoulder. Ethan.

Chad sees Mindy distancing herself from Ethan on the platform as the train pulls out of the station.Chad's phone buzzes with a text from Mindy: I'll get the next one. Don't wait for me, I'll meet you at the theater.The car is packed to the max with Halloween revelers dressed as every goddamn horror movie ghoul you can imagine. Freddy. Jason. Pinhead. Michael Myers. Leatherface. And more than a few Ghostfaces. Most in the traditional mask. A couple in the chrome mask from Stab 8. One's even wearing the mask from the Scream TV series. Everyone seems to be staring at them. They don't feel like kids out to party in NYC. They feel like real monsters.Sam checks the map. Darkens.Cold fear takes hold of the group.

Ethan and Mindy on opposite ends of a car on the next train. Ghostfaces are peppered throughout their car as well. And there's very little room to move. Mindy sizes up the Ghostfaces, one by one. Nobody in that cracked mask. Also keeping an eye on Ethan.

The train stops at the next station. Passengers get off, more get on. SAM'S POV - A Ghostface stares at Sam until he is obscured by embarking passengers. When there's a break in the crowd, he's not there anymore. She scans the car. Where is he? The train lurches forward again.

Mindy's phone buzzes with Chad's text: U on the next train? Mindy responds: Yes w Ethan aka GF Mindy glances at Ethan. He's moved a little closer to her. Looks back to her phone - the text won't go through. A Ghostface sidles up beside her, gripping the same pole. Staring at her. She moves to the opposite pole... Now she's right next to a Ghostface slumped over on the nearest seat, head bobbing over his knees. Passed out? Playing possum? Caught between two Ghostfaces. She looks at Ethan, whose expression is unreadable.

Chad anxiously checks his phone. No response from Mindy. The train pulls into the next station. Very few people get out, and a whole lot more get on. All pressed together. The Ghostface that was staring at Sam is suddenly visible again, pushing through the mass of bodies towards Sam -- Oh fuck - coming right at her. She eyes the doors...The others see the charging Ghostface... Danny steps in front of Sam-- The doors start closing and Ghostface SHOVES people out of his way... Before leaping through the doors just before they shut. The train starts moving again. Everyone exhales.

Mindy is forced into a corner by a new throng of passengers that just boarded. Stiff as a board. Watching everyone...He pushes through the crowd as the train jerks to a stop. \* The doors open and Ghostface blends in with his brethren as the passengers disembark. Ethan reaches Mindy. She's barely \* conscious. \*Passengers finally notice what's happening and SCREAM. Ethan picks Mindy up, carries her towards the doors... OMITTED

Then strobe on and off without pattern. Periods of darkness, then flickering lights. Darkness, light. And the roaring screech of the train making a turn.

MINDY'S POV - She zeroes in on the slumped-over Ghostface. He sits up. As the lights strobe...

THE KNIFE slides between Mindy's ribs. He folds a hand over her mouth to silence her screams--

The lights blast on as the train exits the tunnel. Ethan sees Mindy fall to the floor, bleeding--

Ethan hauls Mindy off the train and lays her on the ground.Mindy gazes up at him, confusion and frustration in her eyes.76 OMITTED 76 \* 77 OMITTED 77 \*

Sam, Tara, Danny, and Chad emerge from the subway across from \* the front entrance of the theater. \* Kirby, waiting outside, hand on her gun, as they approach. \*They're about to head around the corner, but Sam stops. \* Frowns. Hates to do it, but turns to Danny and puts up her \* hand.She taps the gun on her hip. Danny exhales. Softens.He turns and goes.Kirby leads the way around the corner. \* OMITTED

The group clears the second set of doors. The curtains are \* open and the movie screen is up. Kirby turns to the others. \*She gestures to a BANK OF MONITORS showing the street view outside from multiple angles.Sam stares at the AIRLOCK...Tara and Chad head for the lobby. Sam peels off as well.

Pacing the stage, Sam gets Mindy's voicemail. Worried, she surveys the theater.Sam spins to see Billy in the reflection of a glass case housing the bloody shirt Billy died in.Fuck. She does. Sam goes to the next exhibit. BILLY'S \* BLOOD-ENCRUSTED KNIFE. Picks it up. Hefts it.Sam turns back towards the vestibule. Kirby is gone.Sam drops down to the auditorium floor.

You're smarter than this, Sam. Grab a weapon and clear this place yourself. You know I'm right.

She threads her way through the museum. Each corner she turns should scare us. We're waiting for the jump scare... Sam's PHONE RINGS and she jumps about a foot. Caller ID - Bailey. She answers-Sam's eyes narrow, suspicious.

Sam, on the phone. INTERCUT:On Sam as this crashes in on her! She sprints into the vestibule --

Reaches the back door where they all came in. No sign of Kirby. She tries the SECURITY DOOR - It's LOCKED! They're trapped! On Sam as this crashes in on her! And that's when the tattered movie screen lowers over the stage and THE PROJECTOR cranks to life. Shooting flickering images onto the old movie screen. Some kind of homemade Stab movies. Fan fucking fiction.

There is no way out to the street from this side lobby. Chad, behind the concessions stand. They both eye the candy, dubiously. Tara and Chad reach for the same box of Milk Duds at the same time. Hands touch.Chad suddenly steps forward and KISSES HER. Finally. Music swells. When they finally break:Ghostface steps out of an alcove and STABS TARA IN THE BACK!Tara screams as Ghostface pulls the knife out! Chad pushes her out of the way and tackles Ghostface into the Stab Movie Posters wall! (This Ghostface has a slightly less yellow and cracked mask then our Ghostface Prime)Ghostface slashes at Chad, who ducks it and hits him with a right cross! Ghostface goes reeling as Chad and Tara turn and run right into -- SAM! Tara screams in surprise and falls into her arms! Sam, seeing the blood:The trio runs back into

Chad starts to the back of the theater where they came in-They all LOOK UP. The balcony above them. Some scaffolding on stage right they can climb up.They creep down an aisle, past exhibits, towards the scaffolding. Listening for any movement. Ghostface is out there.Ghostface runs out from behind the movie screen and LEAPS OFF the stage in front of them! Cutting off their path to the scaffolding! Sam staggers back against a display and drops her knife. It slides away, out of reach. Ghostface, slashing at Chad! Oh fuck! He ducks the blade and it takes the head off the mannequin displaying Randy's work shirt!WHAM! He's slammed up against another display! He notices what's on the pedestal - Kenny's TV camera from Scream '96. Chad hefts it above his head, slams it onto Ghostface's!Ghostface rises, springs back into action, but Chad holds him off, protecting his body with the bulky camera.The sisters duck into the narrow hallway stage left! Chad follows into

Sam and Tara run down it, Chad behind them, swinging the camera and holding Ghostface at bay! They sprint to the end of it, emerging

Back in the lobby! Ghostface swipes at Chad with the knife, not even close! Chad swings the camera again and connects! Ghostface drops the knife!Chad's going to win this thing! Moving in to finish the job when behind him -- -- A SECOND GHOSTFACE (in a similar cracked mask) emerges and STABS CHAD IN THE BACK.Chad screams as the first Ghostface rises, retrieves his knife, and stabs Chad in the stomach! Sam and Tara, watching in horror as the two Ghostfaces butcher Chad. The knives flashing as they are pulled out and plunged in again and again. A human pin cushion. Chad gurgles. His eyes, finding Tara's...Tara weeps. He gives her one last smile. At peace as he collapses. Meat. Both Ghostfaces turn back to the Carpenter sisters. Each do a bloody knife wipe in unison. Sam and Tara turn and run back into

Heading for the scaffolding again. One Ghostface emerges from the narrow hallway by the stage. The second emerges from the lobby behind them. The sisters, in the middle of the main floor. Ghostfaces advancing on them from both side. They're trapped. Sam and Tara look at each other. Flight turns to fight. Sam picks up TWO BRICKS from the crumbling place. Hands one to Tara.One Ghostface for each. Tara eyes hers like a wounded animal. The Ghostfaces close in. Knives up. This is it.BLAM BLAM BLAM! Gunfire sends the killers disappearing in opposite directions, revealing the shooter... KIRBY. Stumbling out from behind the movie screen. Bleeding from a gash in her temple, unsteady on her feet. Faking? Sam and Tara eye her warily as she approaches.Kirby stops. Sam and Tara back up to the wall.She takes a step forward and the girls raise the bricks...Everyone turns to see Bailey rushing into the auditorium from the back security door. Gun trained on Kirby, rage in his eyes. She aims at him as he comes down the aisle.One of the Ghostfaces suddenly darts out of the shadows! Knife raised, running at Bailey! Kirby shifts her aim-But Bailey doesn't turn. Instead, he shoots Kirby twice in the chest. Sam and Tara SCREAM as she goes down! The first Ghostface steps beside Bailey, who lowers his gun. The second Ghostface comes out of hiding and joins them. Bailey, laughing, hugs them both!And the three of them turn to face a stunned Sam and Tara.The Ghostface on Bailey's left removes his mask... Ethan.Tara's eyes flare with rage. Ethan grins and holds up his mask.Bailey smiles approvingly at his son. Sam stares at the Second Ghostface in growing horror, doing the math.As Second Ghostface pulls off his mask to reveal... Quinn.On Sam and Tara, stunned.The others react - that's fucked up. Quinn holds up her mask.He pulls the most cracked Ghostface mask of all from his pocket. Billy's. He holds it out to Sam.Sam slaps it away and Ethan lunges at her! Misses her with \* the knife on purpose. Laughs. \* The sisters, back to back to as the killers begin to circle \* them like lions, playing with their food. \*Ethan laughs at their confusion.Quinn raises her hand proudly.Ethan cackles at this.Sam blinks at this. Staring at them, realizing:Ethan lunges again, this time he slashes Sam's arm, drawing \* blood! Cackling as she clutches her wound. \*Sam's eyes narrow, dangerous.Bailey shrugs, introspective.He nods to the movie screen. These are Richie's fan films.He gestures to the museum around them.Bailey raises his gun. This is it. Sam gets Tara's attention with a look. Softly:Bailey blinks. Direct hit. Tara understands. Sam's provoking them, drawing them in. Her grip on her brick tightens.Sam smiles, twinkle in her eye.Quinn lunges at Sam, screaming bloody murder- only to be CLOCKED in the face by Tara's brick! Teeth fly as Quinn collapses to the floor! BLAM BLAM BLAM! Kirby's alive! One of her shots nails Bailey in the chest! He goes down! But Ethan's on Kirby in an instant. He knocks the gun away and raises his knife--Kirby's eyes go wide. It's Charlie's knife.He stabs her in the stomach, over and over!Sam barrels into Ethan, who tumbles off Kirby and disappears through the door to the lobby! Sam looks down at the bloody Kirby- \*And pulls the knife out of Kirby. She howls in pain, but-Ethan rises and comes at Sam. \*Before he can even finish his sentence, STAB-STAB-STAB- Sam \* is stabbing him in the upper chest over and over. Ethan \* shrieks, shocked! He keels over. \*Sam turns to see Tara, halfway up the scaffolding. She \* pauses to pick up Kirby's gun where it fell. Fires shots at \* Bailey and runs for the scaffolding, stage right...

Sam and Tara rush across the balcony towards an EXIT DOOR just ahead when -- A bullet fired by Bailey grazes Tara's arm-- She loses her \* balance and falls off the edge of the balcony!Sam drops Kirby's gun and grabs Tara's hand with both of hers just before she plummets to the ground! Holding on tight. \* Bailey smiles. It's over. He holsters his gun and heads for \* the stairs to the balcony. \* TARA DANGLES a story above the theater floor. Below her, an \* injured but very much alive Ethan's right there, just waiting \* for her to fall. He brandishes his knife. If Tara survives the fall, she won't survive him.Sam tries to pull Tara up with her wounded arm. But she \* can't get the leverage! The blood, flowing down her arm, \* making the grip slippery... \* Quinn emerges from the stairs on the other side of the balcony. Twirls her knife as she swaggers towards Sam. \* Smiles, showing the bloody gaps in her teeth. Doesn't see \* Kirby's gun near Sam's feet. \* Sam, trying and failing to haul Tara up. She can either keep \* holding on and die by Quinn's hand, or drop Tara and save herself. Tara looks up at her.Quinn's almost to Sam. Below, Ethan's practically \* drooling...Tara nods to the knife Sam pulled out of Kirby in Sam's waistband. Sam gets it. She hands Tara the knife, lets her fall and rolls for the gun... TARA DROPS! Ethan holds his knife straight up, hers is out too. She falls onto his blade stomach first-But Tara drives her own knife through his open mouth and down his throat. Ethan falls to his knees and Tara twists the knife in his throat.Simultaneously - Sam gets the gun and raises it! Quinn freezes, just a few feet away. Sam smiles at her, mean.Quinn howls and charges anyway and BLAM! Sam fires and hits Quinn, whose head snaps back in a spray of blood!Bailey has just arrived at the top of the stairs and seen both of his remaining children die.Sam aims at Bailey and pulls the trigger, but her gun's empty \* too. They face each other. Bailey pulls his gun -- \* Before he can fire, Sam runs at him and spears him in the \* midsection! Momentum carries them OVER THE BALCONY'S EDGE AND THEY PLUMMET TO THE MAIN FLOOR. OMIT

BAILEY'S POV - Blinks awake. Broken glass from a display all around him. He looks around. No sign of Sam. Pulls himself up, coughing. Goes for his gun. Gone. But he retrieves a smaller pistol from an ankle holster -- And that's when his phone rings. He STOPS. Silence, save for the ringing. He answers. Through the phone:He climbs up to the stage, desperately trying to find her...

Bailey walks through the torn movie screen.Bailey hears a noise - whips around and sees the silhouettes of the GHOSTFACE COSTUMES! On instinct, he shoots two maskless mannequins in the head! Then notices... Billy's cloak is gone. He checks his pocket, Billy's mask is gone too.A CREAK. Bailey whips around, fires again! Shatters more display cases. But there's no sign of Sam.The movie plays large and in reverse on the screen behind him. CLINK! A sound to his left. He spins again- BLAM BLAM BLAM! Sam's toying with him. He reloads, growing angrier:Nothing but silence.Bailey roars and throws the phone away. Behind him, he doesn't see... The silhouette of GHOSTFACE on the other side of the screen. Right behind him. Sam steps through the screen, wearing the Billy mask and cloak. Bailey turns at the last second -- Sam stabs him in the arms, the neck, everywhere his vest doesn't cover! Like she's taken her rightful place. Her father's mantle. Bailey's overwhelmed by her onslaught. The gun falls from his hand. He drops to his knees, trying to cover himself. Ghostface/Sam towers over him. A force of nature. He cowers before her. Beaten. Tara limps onto the stage, \* sees what's about to go down. Her sister as Ghostface. But then she removes the mask. Our Sam once more.She lowers the knife. Showing mercy. Tara, relieved. Bailey weeps. Spared.Sam looks down at him.She rams the knife into his left eye socket up to the hilt! Right into the brain. Body seizing. She rips the knife out \* as he collapses. His legs do a dance as his brain DIES. \* Finally he lies still. Sam stares down at him. Cold. Tara, disturbed. Sam sees her. They walk through the screen and come down from the \* stage.

Sam approaches her sister.Sam laughs. Squeezes her hand. Tara looks at her. The tears start to come. For Chad. For everything-Ethan leaps from the darkness, gurgling through his horrible mouth and neck wounds, gun in his hand-- He's too close to miss-- the sisters don't even have time to duck--And that's when Kirby shoves the TV that killed Stu Macher from its shelf onto Ethan's head, smashing it to pieces! An absolutely brutal and definitive kill! Sam and Tara gape at Kirby, who smiles.Sam and Tara smile up at her, grateful.

Sam, Tara and Kirby sit on the stage. We hear sirens, \* growing closer, then stopping. The fan film playing on the \* back of the screen suddenly shuts off and the screen raises. \* After a moment, POLICE and EMTs spill into the theater, led by DANNY. He rushes to Sam and the others as the cops fan out to clear the building.She says it almost in disbelief.Danny smiles.

Police vehicles and ambulances. Kirby in a gurney, wheeled out as Sam and Tara walk next to her.Kirby nods. Looks at both of them.This lands with Sam. Tears in her eyes. Softly:The three women embrace. Survivors. Found family. On Tara. The tears come again. Softly:Kirby's face falls. Remembering all they've lost. Sam holds her sister as she's wracked with sobs.Sam and Tara turn to see another gurney being wheeled out. CHAD. Somehow, someway, he's alive. Tara shrieks as the sisters run to him!Chad can't speak with the oxygen mask on. Holds up FOUR FINGERS.Tara covers him with kisses - a second, a third... He groans in pain as the paramedics have to keep her off him.Everyone turns to see a patched-up Mindy bursting from the back of a police car.She takes in the scene. Clearly the aftermath.As Chad and Kirby are hustled to the ambulance, Mindy and \* Tara follow. \* Sam stays where she is. She takes a deep breath. Exhales. She pulls something from her pocket. BILLY'S OLD MASK. Looks at it...Sam looks up. Tara stands by the ambulance door, the sun behind her. Smiling at her. Mindy, Chad and Kirby as well. Home. Family.Sam looks at her sister. Then at Danny, who's emerging from the theater. Then back down to Billy's Ghostface mask. A beat... And then she crumples the old mask up and tosses it into the wet gutter. Tara and Danny both smile. Sam joins Danny and follows her sister into the light. ROLL CREDITS FADE OUT \*

Jesse Andrews Based on the book Me and Earl and the Dying Girl (Harry Abrams, 2012) 5/21/14 Full White - Pages 1-103 6/3/14 Full Blue - Pages 1-103 6/13/14 Full Pink - Pages 1-103 6/19/14 Rev Yellow - Pages 8-11, 24, 27-27A , 45-45A , 48-48, 54, 57, 58-62, 66, 68, 71, 82-82A, 84, 91-93, 97-100A, 103 6/20/14 Rev Green - Pages 22-22A, 27-27A, 64-65A, 68-68A, 90-91 MEDG Films LLC 555 Grant St., 5th Flr Pittsburgh, PA 15219

A mediocre-looking teenage boy, GREG, is staring in frozen horror at a computer monitor, the only source of illumination in the room. He is lost in thought, and his thoughts are hell.He types. His typing is labored.He examines the screen. There's one line written: "It was the best of times; it was the worst of times."CUT TO:

I don't even know how to start it. Like: I guess I could use one of those classic story-beginning sentences.

But what would that even mean? I mean, obviously somewhere in the world it's the best of times for someone.

Like he's eating all of this insane Vietnamese food that he just got for free and the woman who delivered the food looks exactly like the hot girl from Pussy Riot and now she's situated in the corner playing unspeakably beautiful melodies on the harp. While he's just going to town on that food. So yeah. That's the best of times. Meanwhile,

...some other guy is being tortured by the North Korean government specifically by being suspended over a crocodile-infested pool of acid, and because it's acid these crocodiles are just pissed, and they're also piping in that gross smell you get when they spill a bunch of milk in the school parking lot, and this beefy torturer dude is just punching the hell out of him. Worst of times. Check.

All right. Look. I'll just start. This is the story of my senior year of high school, and how it destroyed my life, and how I made a film so bad it literally killed someone.

I used to think about it this way: Like a continent, Schenley High School is divided into nations.

In the typical high school life, you belong to one nation, which can never guarantee you total security.

But I thought I found a way out. Get citizenship in EVERY nation. Get passports to EVERYWHERE.

Just be on low-key good terms with everyone. Casually interact with them once in a while, in a way that is invisible to everyone else.

Never commit to an interaction that won't be casual or mellow. That's like sending troops to Afghanistan.

Maintain relationships even with citizens of the most dicked-upon nations. For example, Scott Mayhew, the Gothy dork I'm sitting next to here. It took years of cultivation to win his trust.

In fact, it requires thousands of social calculations per second.

And there were some places I simply couldn't go. Like the cafeteria. Every last square inch of it was disputed territory. It was Crimea, Kashmir, and the Gaza strip all rolled into one. Also the part of the Indian Ocean with pirates.

...with Earl, whose role in my life I'm not even going to try to explain to you right now.

One last thing. Hot girls destroy your life. That's just a fact. It doesn't matter if the hot girl is also a good person. She's a moose, you're a chipmunk, she's just wandering through the forest, oblivious, and she doesn't even know that she stomped your head.

So, some people think Earl is my friend. But he's really not. He's more like a coworker. I've known him since kindergarten.

His house is a short walk from mine, but in a much tougher neighborhood. His dad's in Texas, his mom's a depressed shut-in, and his brother Derrick's dog, Doopie, will definitely eat me someday.

In addition to the best films, my house also has the weirdest food.

Obviously we come from pretty different backgrounds. But somehow we like most of the same things.

And we learned pretty early on that we were the only ones who liked, for example, classics of foreign cinema.

Why did we like them? It's hard to say. Maybe it's that they were weird and often violent, like us. Or confusing and possibly meaningless, like life. Anyway, we liked them so much that we started making our own.

They're all pretty horrible, but for some reason we keep making them. They all have the same signature ending.

And just like that, eight years of carefully cultivated invisibility: Gone. Fin.

So we're pretty far into this stupid story now, and you're probably saying to yourself, "Hey. I like this girl Rachel, and I'm gonna be pissed if she dies at the end." So I'm just telling you: Don't freak out. She survives. When I said someone dies, I meant someone else.

So again, if this was a touching romantic story, we'd obviously fall in love, and she'd say all the wise beautiful things that can only be learned in life's twilight or whatever, and then she'd die in my arms. But again: that's not what happened. She just got quieter, and unhappier.

Look. I know you're really bracing for this sweet girl, that you probably like a lot, to die.

Just please bear with me. She doesn't. She gets better. I promise.

This is pretty much all I remember from that winter. Entire months of my life, where all I remember is making a shape move around (ALT TBD). And yeah, I'm aware of how cosmically depressing that sounds.

I mean, obviously I remember visiting Rachel too. What I don't remember is doing schoolwork. I'm not exaggerating when I tell you that I did literally zero schoolwork during this time. I mean, literally zero. That's actually sort of hard to do.

That was the last time I saw Rachel. She went into a coma shortly after that, and died about ten hours later.

Yeah. I know I told you she didn't die. But I mean... this is a story about a girl with cancer.

I know I might seem to you like I hate myself and everything I do. But really, I just hate everyone I've ever been. The person I am right now is okay.

Rachel's ashes were scattered in a park behind her house. Apparently she ran away from home once and tried to live there.

It was this story her aunt told at the funeral. She was trying to become a squirrel. She thought she could turn into one by just being in the forest and wanting it really bad.

I guess maybe that's what Mr. McCarthy meant, about someone's life continuing to unfold.

It was weird to be learning something new about Rachel after she died. But somehow it was reassuring as well.

Some EXTREMELY FORTUNATE GUY is benefitting from all these things that Greg is describing.CUT TO:

A COMPARABLY UNFORTUNATE GUY is the recipient of Greg's imagined parade of horrors.

GREG stares screenward. He has typed the words, "I have no idea what I am doing." He erases them and begins typing again.Greg finishes typing. The screen says: "I made a film so bad it literally killed someone." Greg is staring blankly at the screen, again.

GREG is slumped in a seat, yawning and absentmindedly eating something, as the bus rumbles through the darkness. SUPER: The part where I begin senior year. CUT TO: 6pt I/E. SCHENLEY HIGH SCHOOL - BEFORE CLASS 6pt Schenley High School is a stately, formidable city block of barred windows and desert-colored brick. It's a bit like they made a penitentiary out of a dismantled Gaza pyramid. As GREG walks through the school - down hallways, in and out of the band room, etc. - we trail him. 6pt IN THE FOYER: 6pt Greg approaches a lone JOCK.Greg and the jock exchange what's-up head nods.6pt IN A VAST GRITTY HALLWAY: 6pt Greg bumps fists with TWO STONERS, smoothly declining their offer to look at a YOUTUBE VIDEO.6pt FURTHER DOWN THE HALLWAY: 6pt JUSTIN HOWELL THE THEATER KID is laughing uproariously and flirtatiously at a thing Greg has said.6pt IN THE STAIRWELL: 6pt Greg observes, unnoticed, as two STONERS pelt a JOCK with ketchup packets and then book it out of there.6pt IN THE HALLWAY: 6pt A group of GANGBANGERS smoking cigarettes exchanges sullen what's-up nods with Greg.6pt IN THE BAND ROOM: 6pt Greg briefly plays the bass drum in an impromptu jam session with FOUR OR FIVE BAND KIDS.IN ANOTHER HALL: Three MEDIOCRE-LOOKING GIRLS are in GREG'S path. One is quietly but utterly miserable.The miserable girl nods, wordless; her friends hug her fiercely, protectively.He speeds away-- IN THE AUDITORIUM: GREG is watching with polite interest as two GOTHY DORKS, including SCOTT MAYHEW, play Magic cards.Scott plays a card entitled "Common Highland Berserker."Icy and sinister, Scott turns his gaze to Greg.PARKING LOT, STEPS: GREG is patiently listening to the violent freestyle rapping of ILL PHIL, a runty neck-tattooed ne'er-do-well.This all may appear simple. 6pt REWIND to the FRONT STEPS of school, where this scene began. 6ptREPLAY the interactions with the JOCK and the STONERS, again in slo-mo, but this time from GREG'S POV - ROBOGREG sequence. In his field of vision are SCI-FI VISUALS: bars and charts. It's the data with which a high-functioning autistic person might negotiate the terrifying social world of high school. Overlaid are dozens of Greg's voices making observations, barking commands, etc.:

They call me Ill Phil / I'll bend you to my will / my will is ill / and my name is Phil / for real /

take you out back behind the mill / force you to eat a pill / now you like "what's the deal" / "I just got killed"

classifications: jock subgroup 13a scanning sightlines execute low-key head nod CASUALLY TERMINATE HEAD NOD INCOMING: ALLAN MACCORMICK, JOSH RAPAPORT ALLAN MACCORMICK AND JOSH RAPAPORT CONFIRMED INCOMING classification: stoner subgroup 4c eye contact confirmed with allan maccormick maintain speed; conceal sightlines 12 to 5 o'clock for fist bump

Summer. It's like... what does that word even mean? More "summ"?

Oh. Yeah. But, we're not really-- ALT: Mom. You have to remember, we're not really--

Mom. What do you want me to say? Hey, it's that random guy from school who's never really paid attention to you? But now you have cancer, so let's hang out?

Uh, I called a doctor. He said you needed a prescription of Greg-acil.

(increasingly frantic) Mom. Can I just say something for one second?

Uh... So the doctor really recommends a strong dosage of Greg- itor. He thinks you should start taking it immediately.

No, because last time it was about Greg-acil, which, if you recall, comes in convenient gel-tab form--

No no no. You've got it all wrong. I'm not here because I pity you. I'm here because my mom...

My mom is going to turn my life into a living hell if I don't hang out with you. She's basically the LeBron James of nagging.

Look. I understand that I'm not doing you a favor here. What I'm asking is for you to do me a favor.

Yes. Please. Let me hang out with you for one day. I can tell my mom we hung out. Then we'll both be out of each other's lives. Deal?

They'd probably assume that I was planning to masturbate all over them.

She knows he wants her to laugh, and she is not going to give it to him yet. She maintains an admirable poker face.

This pillow is a dude, obviously. But he reminds me of a pillow we used to have. Francesca. Similar coloring. Oof, Francesca. In the end, we had to give her away. That whole situation was just... a problem.

But there was also a chemistry between us that no one could deny.

The world thought it was wrong. But maybe the world was wrong. Wrong about what could be, between a pillow and a boy... who became a man.

Dad! For like the billionth time! You're not allowed to watch these!

Earl. First of all, if it's that high-stakes, I probably won't even be able to get a boner.

I'm the exact same way. Check it out. One thing you can do when you don't want to deal with people is just enter a subhuman state.

It works all the time. It's passive resistance. That's what Gandhi was all about.

How do you think India achieved statehood? Try it: uurrrnng nnnurrrrjjrjjjj.

Come on! It's easy. Or another thing you can do is just flat-out pretend to be dead. Check it out. Say something annoying to me.

Sorry, I shouldn't have told you to pretend to be dead. It was really insensitive.

No yeah obviously but now I'm being all weird about it, and I can't get un-weird, because I'm just an idiot and despite what you just said I'm clearly still sitting here thinking "death death death death death"--

...Daniel Craig's thing is, he's got an accent, so he's used to talking with his mouth in a weird shape. So that's why he has these pouty lips like a woman.

You're too good of a listener. When we hang out, I do an insane amount of talking.

It's quantity versus quality. The stuff I have to say is idiotic. Have you not picked up on that? I guess actually you're a terrible listener. Anyway, you talk now.

Like, about stuff... that you're like going through... these days...

I'm not. I wouldn't belong in any group that doesn't suck. I'm terminally awkward and I have a face like a groundhog.

I don't think that, I know that. For a kid like me, best-case for high school is, just survive. That's all you can hope for. Survive without creating a mortal enemy or hideously embarrassing yourself forever.

At least high school is over at three. And it's kids I know by now. College is nonstop strangers! Some of them live in your room! You can literally never relax. I see myself dying of a panic attack two weeks in. I might just not apply.

It's probably not even top five. Look. High school, college... we're forced to spend these years of our lives in giant herds of randomly selected people we have nothing in common with. It's a nightmare. Anyone who says otherwise is lying.

Uh... you know. Lunch. Gotta sit somewhere. You can't stand and eat.

Yeah, you better not put it too close to me, because I might, uh, just masturbate all over it.

Um! Everyone! Check out Scott Mayhew's tyrannosaurus walk. Great way to get from point A to point B. I think we should all try it.

Also love the trench coat indoors. Climate change! You never know.

And will someone please tell me what is up with this guy's hair! It looks like an orc's pubes!

Why is it even called Scholar Horizons Biology? It should be called Scholar Horizons Tonk Or Sometimes Paper Football.

Holding up? Good. But not great. But I mean, stuff in general, ups and downs, take it as it comes. Life has many facets. So... amen.

People just assume Rachel and I are dating. And it's ruining my life.

Today I threatened to sexually assault a fake baby. Then I became mortal enemies with Scott Mayhew. Both of those are Rachel's fault. I'm sorry. They just are.

I mean I am a dick for complaining about it. I didn't actually mean any of that.

Uh. I guess he, uh... Not all the time, but like, sometimes... or not sometimes, but... You know how he is, he's uh... Huh.

Earl's just, uh, you know, he's my coworker, and he's a great guy, and we were just hanging out, uhhh... and not really doing anything, and Rachel's about to lose all her hair, so we just wanted to say hey, you know, what's up. Goodbye, hair. Good riddance. Because she is gonna look great without hair. That's a fact. So we just wanted to say, what's up.

Mr. McCarthy gave us some of his totally normal soup. But it was, uh, the last of the soup. So we had to go get more. From a restaurant. On the fifth floor of an office building. And in the same building there was a Jamaican embassy.

We got trapped in an elevator with a Rastafarian. He just hotboxed the whole elevator. We were in there for 25 minutes. We had to breathe the weird marijuana air. Earl. Am I right.

Being on drugs sucks... and then being around someone on drugs sucks... this whole situation sucks super bad and it's all my fault--

Look. I'm sorry. But yesterday, Earl and I got stoned somehow. And it was after we both ate your soup.

And we didn't smoke any marijuana, which I never have done. So, your soup must have had drugs in it. Because that was the only thing we both ate, other than the cookies that Earl got from Ill Phil... the, uh, drug dealer... Aha.

...so it's been a month, and they haven't really done anything, but they did say, they're never gonna stop hounding me, so, sooner or later, y'know... gonna get hounded.

Although where would I even put them? The only place left is the barf bucket.

I'm not doing this because it might be your last chance to be with a man. I'm doing this because I can't control myself.

This one is called Mono Rash. It's based on Rashomon. By Kurosawa. The plot is just Earl killing people. Because he has a rash. From mono. The STD. It's really not very good.

Of course I mind! I'd rather be tortured by North Koreans! But... you know.

I should go. We're supposed to work on our homage to Apocalypse Now.

Ours is called A Box O' Lips, Wow. So. That's even worse than Mono Rash.

I mean, we really shouldn't. It's a war movie, where the two main guys take part in the unspeakable brutality of war and then find a box of tulips. Box o' 'lips. Yeah. They find it and are wowed. They just can't get over how great these tulips are. So, "A Box O' Lips, Wow." The worst part is, tulips might not even be in the budget anymore -

Of course he did. Okay. I'll get explosives, you get tulips, meet you back here in an hour -

Me too! I've got like twenty! I'm not gonna do any of them. I just... have them.

I can't believe I'm hearing this. Earl. It's A Box O' 'Lips, Wow. The box of tulips is the entire point.

We're gonna lose the light, your brother insists on being in the shot -

- Dad's using the good camera, that dog always freaks me out, this is a nightmare, why are we doing this.

Oh, nothing. Just the bane of my existence. Which my mom is forcing me to carry around. Until I apply to some colleges. She says it's like a menu for my future. Sure. A menu that only has food that will humiliate you for four years. So it's kind of a Mexican standoff, in which I carry this thing around forever, until my mom has irritated me to death. Which will happen in, tops, two days.

The highly selective admissions process of college weeds out the cruel and the stupid. And so a college is quite different from the senseless chaos and sickening enormity of high school. High school is the mouth of a great demon, biting and chewing and smushing people in the face. It is simply overwhelming.

In seriousness, I am looking forward to college because I never fit in in high school. Because of my weird rodent face -

The sheer pastiness of my complexion overwhelms all who behold it with existential nausea -

And, you have to do this too now. Okay? Here. Page through this huge horrible book. It's yours now. Find some colleges. Mmmmmmmmmm. It's like a menu for your future.

Uh... Good. But Pitt State! Can you believe it? And we got prom! ...In four months!

...so if we make this film, people will be like, oh, Greg and Earl, they're those weird filmmakers. They're always creepily filming stuff. They probably sneak up to your house at night and film you while you're asleep.

But people probably already think that. Because you gave those stupid films to Rachel. So basically I've become completely conspicuous, like, all the time. People look at me, they think, filmmaker. When they're not already thinking, cancer girl's boyfriend.

Furthermore, we agreed to do a film, that we don't even have any idea what it should look like, or sound like, or be. What the hell film can we even make?

...so just think of it like a get- well card, except it's a video. And start whenever you're ready.

Polar bears have the purest expressions of regret in the animal kingdom. Listen to how haunting and plaintive they sound. Urrrrnnrnngh.

The entire school looks like a castle, because medieval prom is about to happen. I guess everyone is trying to figure out how to twerk, like, medievally.

No way. Have you seen me in a tux? It's like when they make a dog wear human clothes. It just makes you sad to look at it. Anyway, I don't have anyone to go with.

No, you totally could. It could be this awesome statement, like--

Goddamn Earl. It was supposed to be a surprise for you. It's just taken forever, because we really want to get it right--

Oh my God. Please don't make jokes right now. I can't deal with that.

So you're just gonna give up. That's it. To hell with college. To hell with the future.

You're just gonna give up and die. What the hell is wrong with you? It's your life.

I'm sorry. I'm not going to get comfortable with watching you die. I'm just not. So don't ask me to.

I'm a terrible friend? I'm not giving up. I'm not ruining my friend's life by giving up on the whole world.

This is gonna kill your mom. So you've gotten comfortable with that? It doesn't bother you anymore, thinking about your mom?

Earl. EARL. This is it. You've gone too far. You've leaked the unleakable secret. Because you hold nothing sacred. Because you're a dickhead.

The foundation of any good working partnership is trust. I can no longer trust you in any way.

You'll leak anything to anyone. It's like working with Julian... Assange.

Uh, I was just talking to Rachel, and she, uh, told me you told her, uh, about the uh, the film. We were making. For her.

It's just, you know, I mean, you always do this, because you want to be a better friend than me or something. So you just tell Rachel about everything, and it's like, it doesn't even matter what I want.

I just, I can't trust you, and I don't know if I can work with, with you again--

What, if you're like a historian? Are you seriously trying to make this into some stupid sappy lesson?

Look. I'm going home. I'm cutting school right in front of you. I'm not a good kid.

Hi Rachel. Uh... Earl's right. All the ways we tried to make a film for you turned out completely horrible. So, yeah. It got me thinking about the reason I wanted to do this film.

And that reason is, when you come right down to it, and just say it, simply, without screwing around:

You just figured this was your last chance to force me to hang out with her?

Don't worry, mom. I'm sure you can find some other girl with cancer after Rachel dies. Which, by the way, she's decided to do. She's decided to die. So maybe I can decide not to visit her.

Yeah. That's probably true. But you know what? I have a shitload of things to regret. I regret not having a date for tomorrow's stupid prom. I regret being too weird to make friends. I definitely regret making those shitty films with Earl. And I assume you saw the email I got today from Pitt State, when you were going through my stuff - no? You didn't? Oh! Have a look!

I'm probably gonna regret doing literally no schoolwork this year!

I know! Admission rescinded! Due to "significant change in my academic record"! Oh well! No college! I guess I'll just be home next year! I know, it sucks. It'll be way harder for you to go through my stuff.

But for right now, do me a favor. And just leave me alone. I just want to sit here and regret stuff. I'm gonna think of everything I've ever done, and everything I haven't done, and just regret the living shit out of it.

Let me ask you something--what is this? What is up with the arm- touching?

Are you just being friendly? Or is it, like, this calculated tactic? To get me to do whatever you want? Because you have to understand what it does, when a beautiful, sexy, otherwise thoughtful girl touches the arm of a scrawny pasty guy with a groundhog face. It's an act of cruelty.

Are you honestly gonna stab me? Fine. Go for it. You're gonna go to jail for your entire life, but, it's probably worth it. Stab away.

Hit you with a stone from I can't do this if you're Stonehenge / gonna rap the whole time.

Finally Ill Phil swings and Greg grabs his arm. But then Greg doesn't know what to do with it.

Before we watch this, uh... I'm really sorry it took so long to make. But the reason for that is, we couldn't figure out how to not get it to suck. And we never did figure it out. It still sucks, and it's not actually what I wanted to say to you. But let's just watch it first. Okay?

This film sucks. And after you watch it, you're gonna think I'm this pathetic untalented loser. But here's the thing: I don't care what you think about me. I've spent the last four years obsessing over how everyone sees me, and I just realized, I don't care anymore.

The only person whose opinion I care about is dead. So, whatever.

I've always wanted never to be noticed by anyone. But the best way not to be noticed is to be dead. And I don't want to be dead.

Wait. Here's why our film sucks. It's not the film we should have made. Okay? Because I wasn't even friends with Rachel before she got sick. And then she got sick and we spent all this time together, but it wasn't enough. It just wasn't.

To make the film we should have made, we should have gotten her to tell us every single thought she has ever had. Because it's all just lost, now. We should have had a camera on her, constantly, since the day she was born. Because her whole life, now, it's just lost. We should have had a camera inside her head, because all of her specific thoughts and ideas and hopes and phobias and all of her impressions of the whole stupid world, they're all about to be lost, and the film we should have made would keep her from being lost.

And I know that happens to everyone. It'll happen to everyone in this room. And it'll happen to me. But I don't care. All that I can think about is that it happened to her. And it happened last night. And I can't deal with it, I'll never be able to deal with it, and this film has nothing to do with that. Nothing.

Soon. Really soon. I'm sure Denise will let you know. Can you excuse me for a moment?

Earl, you're the talented one. You're the one who's supposed to do this with his life.

Fact: Greg was telling everyone that your soup has marijuana in it.

Greg, you are a liar and a coward. I heard you bellowing about it on public transit.

Greg, I trusted you. You betrayed my trust. You trampled my dignity.

Kill you twenty different ways / Stab you with blades / Shoot you with death rays / Abandon you in a maze / Choke you on mayonnaise /

You'll never escape me. Nobody rats me out and lives to tell about it.

I'm back for my revenge / Stab you in the dick, pardon my French / Shove your body under a bench /

You lucky I ain't got my knives. Stead you gotta fight me, punk.

GREG, holding a bagged lunch, is standing inconspicuously at the entrance of the cafeteria. He is peering at A PLACE OF TOTAL CHAOS: crowded, dirty, and lawless.

GREG is eating his lunch in a teacher's office, next to a DIMINUTIVE BLACK KID. Above them stands MR. MCCARTHY, a young teacher with a shaved head and arms sheathed in tattoos. He is notable for his paradoxically mellow intensity, and for his LOVE OF FACTS. He is, to Greg, the only reasonable teacher in all of Schenley.Respect the research. Respect the research. McCarthy leaves. Greg hits space bar on McCarthy's DESKTOP to unpause a YOUTUBE CLIP (from BURDEN OF DREAMS: THE MAKING OF FITZCARRALDO). The boys watch and eat, wordlessly.MADISON, probably the hottest girl in school and yet somehow also a fundamentally decent person, opens a door.She smiles and touches Greg's arm. He suppresses a freak-out.BRIEF DISPLAY OF IMAGE OF MOOSE STOMPING CHIPMUNK Back in Mr. McCarthy's office, Greg is attempting charm.Mercifully, Earl cuts in.She leaves. Greg gazes wistfully at the closed door.Greg continues to stare, lost in thought. CUT TO: 12pt1 INT. GREG'S BEDROOM - AFTER SCHOOL 12pt1 TITTIES are indeed what Greg is staring at, on his computer. A KNOCK ON THE DOOR sends him into panic.GREG'S PARENTS are in the room now. GREG'S MOM is a forceful Jewish mom. She believes her son is the most wonderful person in the world, and also that she must take frequent intrusive measures to redirect his life. She is holding a shrinkwrapped COLLEGE DIRECTORY. Because this is a movie, she is probably sort of hot, but not egregiously so. GREG'S DAD, holding the family cat, is a muumuu-wearing classics professor, a man of profound spacey weirdness. He is often making a face of thoughtful concentration. This is to conceal the unfathomable strangeness within. Why is he thrusting the cat out at Greg? What is the cat's role in this impromptu family meeting? Unclear.FB7 FLASHBACK - SCHENLEY SCHOOL HALLWAY: FB7 The very sad mediocre-looking girl from earlier today? The one being comforted by her mediocre-looking friends? Yes. That was RACHEL. 12pt2 INT. GREG'S BEDROOM - BACK TO THE PRESENT: 12pt2FB7 FLASHBACK - SCHENLEY SCHOOL HALLWAY: FB7Hug of sadness.12pt3 INT. GREG'S BEDROOM - BACK TO THE PRESENT: 12pt3She is crying. Hesitantly, Greg goes over to give her a hug. Greg's dad joins the hug. He is working the cat into the hug. They are all squat-hugging on the floor of Greg's bedroom.The hug stops. Cat Stevens scampers angrily away.UGGGGGGGGGGH FINE. (beat) But you have to stop going through my stuff! Or one of these days, I'm gonna go through your stuff.

FACT: I will be in 309 for the next 20 minutes. Respect the research.

First, I was going through your stuff, and I saw you haven't even opened your college directory! So, please. Have a look.

What are you in the mood for? Could I interest you in... Penn State? Pepperdine? Pomona? Ooh--Princeton?

Well, not with that attitude. Victor, you're just being hostile because they wouldn't let you bring Cat Stevens into Whole Foods.

That establishment practices cat apartheid, and history will not judge them kindly for it.

It's not. Honey... your father and I wanted to talk to you about something kind of sad.

I just got off the phone with Denise Kushner. Rachel's mom? You know Denise?

Honey, Rachel has been diagnosed with leukemia. They just found out.

Oh honey. They don't know. They're doing tests, and they're gonna do all they can. But they just don't know.

Honey, Denise and I agreed, Rachel needs her friends now more than ever. ALT: Honey, I was talking to Denise. And we agreed you were someone who could really make Rachel feel better. ALT: Honey, I was talking to Denise. And we agreed, Rachel could really use someone to make her laugh.

I know it's not easy. And it sucks. But that's why you should do it. And need to do it. It's a mitzvah. Just give Rachel a call.

Honey? You really can't do this one nice thing for someone else? You're honestly telling me that you're--

Okay. Class. Tomorrow, you must come armed with an epic fact. Just one fact. But it must be epic. CLASS. RESPECT THE RESEARCH.

Boys, behold wisdom's very source. Gaze into the waters of the oracle.

Can't give you food. Totally verboten. Try Thuyen's Saigon Flavor in Lawrenceville. Tell them to put it on my tab.

Amen. You owe me multiple essays. And that is a fact. Gentlemen!

Guys. I'm asking for one fact. This is probably the easiest thing you have been asked all day. Anyone. No one has a fact. Great. I'll just call on you at random. Scott.

You know what I remember about it? My whole childhood I just thought of him as this big, quiet, kind of asshole guy. Didn't laugh much. Liked his sons to wear ties.

And then at the wake, all his old buddies are there telling me about him, and it's like they're talking about a complete other guy. Like, he knew every European pop song from the 70s, from when he was stationed in Germany. He'd just sit around memorizing songs to sing at German girls in bars. His go-to was this Dutch song called Ding-A-Dong. That's a real song. And he sang it at German girls in bars.

It just means that, even if someone dies, you're still gonna keep learning about them. You know? Their life keeps unfolding to you, if you keep paying attention to it.

Well, that ain't right. Might be her last chance on earth to be with a man. Can't make this about you.

Least I ain't eatin no funky seaweed-lookin... tentacle soup. ALT: spermy dishwater soup.

You do that. I'm goin to your house and grubbin on all your dad's food.

Course it's girly. It's a girl's damn room. My room ain't got no pictures of James Bond in no thong.

I known Greg ever since we was little. You know I was in y'all's kindergarten, right?

Yeah. I remember you. You were the girl who called Justin Jones perverted, for showing girls the birthmark on his butt.

Dude came running up to you. Showed you his butt. You was all calm. Said, "Justin. Only perverts show their butts." I was right there.

You was a hero. Shut his perverted ass right down. Never forget it.

Naw, we friends. He just hates callin anyone his friend. Dude's got issues.

Man, I don't even know. Might be his folks. Dude's mom always tellin him how handsome he is, which... he ain't.

So he think he can't trust nobody who's close to him. Dude's weird- ass dad don't socialize with nobody cept the cat. So that's a role model ain't got no friends.

Bottom line, dude's terrified to call anybody his friend. Because they might say, hold up, bro. I ain't your friend. And then he'd have to kill himself.

Yeah. We been makin em for years. We made like 42 films in total.

We ain't told nobody about em. They suck. I mean, they're terrible.

Hell yeah! Don't even worry bout it. Just don't be tellin nobody.

The hell even is this. This taste like a dog's funky-ass butthole.

You were thinking, that girl Madison got big-ass titties. I like the titties. And now, you got a problem. You agreed to this shit, not me.

You know what? Shut the hell up. You need to shut the hell up right about now. I'm tired of this, man. I'm about to lose my shit with you.

Naw. Shut the hell up. You care so goddamn much bout what other people think, gotta go round kissin errybody's ass pretendin like you they friend, well lemme tell you: nobody give a shit about you. Nobody... give a shit.

And now this one girl come along, the only girl that do give a shit, and you start whinin and bitchin cuz I told her about the damn films. Bitchin and complainin because somebody cares about your shit. DAMN.

Goddamn I'm sick and tired a watchin you treat this girl like a burden. She is about to die. You know that, right? That girl is about to die. Meanwhile you come to my house whinin and cryin bout some irrelevant bullshit. Goddamn I want to bust your ass. I want... to beat the hell out of you right now.

Hi Rachel. We tried a bunch of different ways of making a film for you, and all of em turned out goofy, and irrelevant, and not like we wanted. So now I'm just gonna talk to you directly.

I'ma be honest here. Sometimes white girls are a particular kind of stupid. I mean errbody stupid but you know. White girls think they smarter than errbody. Self- centered and pretendin like they ain't - well, obviously you ain't been like that.

It's just crazy how patient you been. That's all I wanted to say. If it was me at had cancer, I'd be angry as hell, and... and hurtful, and just tryna beat errybody's ass half the time.

So I'm just amazed at how patient you been. And you've made me feel, uh, blessed.

Greg, I ain't workin on this no more. Do whatever the hell you want. I'm out.

Nope. I like the air-conditioning, and I like the comfortable chairs.

He all sad. Talkin bout German music or something. I was like, dude. This is boring as hell.

Ain't nobody want your beat-ass number. You are going to die alone.

You smell like a homeless dude. And I heard even Pitt State ain't takin you no more.

I know it's a bad time. But I ain't doin them films with you no more.

I'ma level with you. I never even liked makin the damn films. I like watchin crazy-ass films. But I hated makin em.

Oh hell no. That's you. That ain't me. I ain't gonna be a broke-ass artist.

Listen, son. I'm just tellin you. Your dad's around. He around all the damn time. Fact he around too much. Talkin to the cat, starin into space. But to hell with it. That's gonna be me. Serve my kids funky-ass food, show em films with subtitles. Wear random ethnic shit.

And I ain't getting there by spendin all my time makin films. That is not a foundation for a comfortable life. I need a career.

Don't be tellin nobody. Now, you. You too weird to start a family. So you can go ahead and do your broke- ass artist thing. That's fine. Run out of money. You can come live in my garage, with the raccoons.

Listen. From now on, I'ma be your audience. And I'ma watch everything you make. Even if it's terrible.

And it probly will be. You probly ain't shit without me. But that's what friends do. They gotta watch. Even when they hate that shit.

I done it before. I'll do it again. It's easy as hell. Because you don't know how to fight.

Feel like we're having a goddamn breakup right now. C'mon. Let's go inside.

Sorry, I have to carry this pillow around and pretend it's a baby. For health class. This is a safe place to put it, right?

Oh my God. I'm on set right now. I can't handle it. Action!! Cut!!!

I was just visiting Rachel, and she was watching one of your secret movies, and first of all, I have to say it is so so sweet of you guys to let her see them. She wouldn't even let me see them! So I know they're 100% a huge secret.

I know. This is the biggest secret ever. Greg, I'm just so touched by how good of a friend you're being to her.

Are you serious right now? Greg. She told me. That you've been a great friend.

No thanks. Anyway, I tracked you down because I had a huge brainstorm and I thought - what if you made a movie for Rachel?

It's an amazing idea. It would be her favorite thing in the entire world. Please just think about it?

Oh my God I can't wait to see it. I have to run. You guys are the best. Rolling!! That's a wrap!! Ha ha!

I know. But I'm the most excited to see your moVIEEEEE AAAHHHHHH

UGH. Greg. Now is not the time for your whole, I'm-Greg, I-suck, nothing-I-do-is-any-good thing. I'm sure what you have is awesome and Greg I really think it can make a difference if you just put it together and give it to her.

So maybe that's a good reason to finish the stupid movie. And give it to her.

It's not what you think-- ALT: It's not what you think. It's about prom--

Look. You were right. This whole movie situation has been really difficult for you, and I feel like it's my fault. I want a chance to make things up to you a little bit.

I'm sorry to be the one to tell you this, Gregory, but you do not have a choice in

I promise you will regret it if you don't visit her. You will regret it for the rest of your life.

I am very unhappy about this college thing. But your father and I can wait until you're ready to talk about it.

Earl, it's a little inappropriate to be smoking a cigarette outside of shiva. Of someone who had cancer.

Boys, you'll want to pay close attention to this. The insane conquistador Aguirre is raging through the jungle, in search of a golden city that does not exist.

This is cuttlefish, a sea creature much like a squid. It is a favorite East Asian snack food.

Truly, one of my favorites from your oeuvre. A mature investigation into the nature of violence.

They want fresh inspiration. I must \* tell you, the richest inspiration I \* have ever known was during my \* period of quarantine in the Amazon, \* where I and a half-dozen other \* unfortunates had nothing to watch \* but the bristling, leviathan \* spiders bunched on the rotting, \* flimsy thatch perhaps eight feet \* above our faces. Spiders the size \* of your fist. \*

Their fangs glistening with venom \* and their thousandfold black eyes \* shining dully in the gloom. And all \* the night long they would battle \* the wasps. In the darkness you \* would hear a sudden anguished hiss \* as a spider was struck by an adult \* leopard wasp, and in their mortal \* struggle they would plummet onto \* one's bed, biting and stinging and \* thrashing and - \*

Earl came by earlier to drop something off, but he turned down this superb Andouille rabbit sausage, which is quite unlike him - is everything all right?

GREG is on the phone, and his parents have left the room. The phone is ringing. INT RACHEL'S HOUSE - DAY RACHEL picks up.This is excruciating.She hangs up. Greg feels like a colossal douchebag.

Look. I don't want you hanging out with me. I don't need your stupid pity. I'm fine. You can just go.

Everyone was going to find out sooner or later. I just hate having to share everything about myself.

Hi, Rachel. I just wanted you to remember that your cancer is all part of God's plan.

The hardest part is watching my mom try to deal with it. And sometimes, I mean, I do think... if it ends up that she's alone, in that house... She has no one. She and my dad hate each other, she has no siblings... I don't know what she'd do.

No. It was just the thing we did, when it was time for us to spend time together. We didn't even talk while we were doing it. The only words we said were, like, "squirrel. Seven. ...two squirrels. Nine."

Yesterday you were saying, you've mapped out the entire high school by group. So what's my group?

Congratulations, Greg. Tomorrow, you're eating lunch with Boring Jewish Senior Girls Subgroup 2a.

He needs to recover, and you probably need to help. ALT: I think you guys might need some alone time.

Look. I was never very beautiful. And that was fine, because that's not important to me. But I thought it'd be easier--to look like this, and it's just not. Everyone comes in here and sees me--and they're so clearly repulsed--and it's so much harder than I thought it would be--

I just feel very naked. I feel like my body's on display, like some terrible exhibit: Girl With Cancer.

Everyone feels like they have to lie to me--and no one realizes how insulting that is--everyone thinks they're helping--and they're not--

You have to be less of an idiot about college. Listen. Even if you don't think your classmates will like you, which is literally an insane thing to think, you're way less exposed to them in college. High school is 40 hours of class a week. College is 15-20. And if you don't want to live with other kids, go to school around here! Go to Pittsburgh State! Live at home! Don't get me wrong. I think living at home would be unnecessary and stupid. But it's better than sitting college out just because you irrationally hate yourself.

"In high school, I never truly got comfortable in my own skin. In fact, I've always been someone who doesn't like himself very much. But I think that just means I have some growing up to do. And college is the place where I'm going to do it."

It just isn't doing me any good. All it's doing is making me even sicker.

Oooh, Greg. This pillow's name is Francesca. She's a filthy Italian woman.

Yes, it is my life. And it's me lying in bed all the time, with a shaved head, and getting weaker and uglier and more miserable, with no hope in sight--I'm the one suffering through this, not you. So don't yell at me.

If you can't accept that I'm going to do what I want to do, with my life, then you're a terrible friend.

Please. Greg, you should be overjoyed. Now you can go back to your life of being invisible and detached and self-hating.

Get out of here, Greg. You've done your time. You don't have to hang out with the sick girl anymore.

Your mom forced you to hang out with me. Earl forced you to show me your movies. Madison forced you to make a movie for me. So yeah. What part of any of that did you actually want to do?

P.S. I'd also like for you to take some of my pillows. They'll want a good home where they'll be loved.

GREG is watching a movie, shamefaced. GREG'S MOM stomps into the room and switches off the TV.They size each other up.this particular matter (beat) because you have been given Mom. Just let me say the opportunity to make a something. Just for like one very real difference in second. someone's life, and if what (beat) you're choosing to do instead She doesn't want to hang out is just lie around the house with me. We're not even all day like a dead slug then friends. Mom! WE'RE NOT EVEN I am required to step in and FRIENDS. inform you that that is one (beat) hundred percent unacceptable YOUR NONSTOP STREAM OF WORDS and if you think that any of IS MAKING ME FREAK OUT AND these excuses you're giving LOSE MY HUMANITY. I NO LONGER me is more important than the FEEL LIKE A HUMAN. happiness of a girl with (beat) cancer, a friend with cancer, I AM NOW ENTERING A SUBHUMAN then you have got another STATE. MOM. YOU HAVE MADE ME think coming, buddy, because ENTER A SUBHUMAN STATE. you are going to pick up that (beat) phone, you are going to call urrrrrjjjjjjjnnnnnngggggggh Rachel, you are going to urrrrrrnnngngggggggnnnnjjj

GREG is standing on the doorstep. He looks terrified. Super: The part where I meet a dying girl The door opens. It's DENISE, Rachel's mom. Denise is a tough woman in impossible circumstances. She looks Greg up and down. He returns her gaze with ill- concealed terror. Then suddenly she envelopes Greg in her wiry arms.Denise leads him inside. On a table in an adjoining room is a bottle of something, and a glass. Dr. Phil is on.Hmmmm.He realizes he has to beg.Rachel considers this with narrowed eyes.He holds out his fist for her to fist bump. But she is at the top of the stairs.17pt1 INT. RACHEL'S BEDROOM - 30 SECONDS LATER 17pt1 They stand near her bed in her girly room--the bed is covered in pillows, the walls are thick with magazine cutouts of actors. But it's also somewhat dark and cavelike, and there's not a lot of pink. They sit down. Neither of them says anything. JUMP CUT TO: 17pt2 SUPER: EIGHT MINUTES LATER 17pt2 They are still on the bed, in slightly different positions.Silence.A long beat. Rachel studies Greg. Greg studies Rachel. She might be charmed, and she might be existentially horrified. It's hard to tell.Rachel snorts. ALT: Rachel bursts out laughing.But the moment is not allowed to develop - GREG'S PHONE BUZZES -Greg looks back at phone. ON PHONE: A selfie of EARL, menacing, and GREG'S DAD, dorkily content, both enjoying DRIED CUTTLEFISH. Plus the message: WHERE U AT?? DUMBASS IMMA EAT ALL UR SQUID CUT TO: FLASHBACK:

You're a good kid. You know that? You're just a sweet, good-hearted kid. And handsome.

Rachel appears at the top of the steps. She is guarded. He is anxious. Denise winks at Greg and glides away.

It's my humble little mouse! And who is his little mouse friend?

Greg, listen to me. Listen. I've been a good mother to her. Some single moms, their kids have to grow up too fast. But I've tried to protect her from that. I have.

And now I'm learning, some things, you can't protect your kid from. No matter what you do.

Promise me one thing. You're gonna grow up, become an adult. Promise me you won't have a baby unless you're ready to love that baby's mother, your whole life.

"Toy"? Here's a toy. Scissors. Bill left and she rounded up all his precious old books and cut em right up. Don't tell her I told you. I was like, atta girl. Snip, snip, snip. HA.

Have a little taste with me. You're old enough to have a little taste.

We're back to the first day of school, where GREG was eating lunch in a teacher's office with EARL.He continues to eat his lunch, looking pissed.

Earl lives in a ramshackle house with gutters falling off. His much-tattooed brother DERRICK slouches and smokes on the porch. Derrick watches with menace as YOUNG GREG, wearing a backpack, cautiously approaches from the sidewalk.Derrick chuckles, snaps his fingers, and a GIANT DOG explodes through the front door, barking furiously. The dog chases Greg off-camera. YOUNG EARL comes running out after them.

What you got, cat. You wanna fight? Didn't think so. Punk-ass cat.

Similar shot, except of a much nicer house in a leafy neighborhood. YOUNG GREG AND YOUNG EARL stroll up the walk, past Cat Stevens, who is asleep.

YOUNG GREG AND YOUNG EARL happen upon GREG'S DAD, who is watching Aguirre, the Wrath of God.The boys are transfixed. On-screen, Aguirre is freaking out.

YOUNG GREG AND YOUNG EARL are eating more cuttlefish and trying to watch The Seventh Seal. Next to them, however, three of their CLASSMATES are munching Doritos and watching a fourth classmate play PS3.

YOUNG GREG AND YOUNG EARL are trying to recreate a scene from Rashomon. Young Greg has a camera and a boom mike. Young Earl, dressed like a samurai, is sort of spazzing out.24pt INT. GREG'S LIVING ROOM - MANY YEARS AGO 24pt Now we are watching one of their films. YOUNG GREG AND YOUNG EARL, dressed like samurai, are murdering each other and knocking over living room furniture.CUE QUICK CUTS of the GAINES/JACKSON OEUVRE, intercut with shots of them making their films: \* 24pt IN THE GAINES BACKYARD: 24pt \* GREG'S MOM picks herbs from the garden - a CAMERA-EQUIPPED \* TOY HELICOPTER lowers jerkily into her hair, startling her - \* nearby, YOUNG GREG sheepishly holds the controller while \* YOUNG EARL tries to set him straight - \*ALT: The Tonka truck has cornered CAT STEVENS, who is \* swatting at it irately while wearing ill-fitting clothes - \* ALT: GREG'S DAD sets the dining room table, oblivious to the \* MELODRAMATIC SCREAMING coming from outside and ABUNDANCE OF \* FAKE BLOOD repeatedly spattering against the window - \*Young Earl has murdered Young Greg. He yells something in a made-up language at the camera.BLACKOUT, plus the giant words, "NOW YOU ARE DEAD."

GREG'S DAD, attempting to grill SWEETBREADS, looks down in \* irritation - he has stepped onto some tracks and a CAMERA- \* EQUIPPED TONKA TRUCK is banging into his feet - \*

GREG and EARL have just finished re-watching their movie. They are both munching squid.Greg's dad shuffles away.Earl processes this. A sweet little beat.

Super: The part where I am even more of an idiot than normal The bell has just rung on the history class of MR. MCCARTHY.Mr. McCarthy punches his own biceps.Greg approaches him as his classmates file out of the room.This silences MR. MCCARTHY. Also OTHER NEARBY CLASSMATES (including MADISON). In retrospect, Greg has said this way too loud.

GREG is back in RACHEL'S pillow-infested room. She is not happy. He has his head in his hands.Greg is trying to think of a way to help.Rachel looks at him expressionlessly.Rachel does not know what to think of this. It's definitely cute. It's also deeply stupid.Greg is being flamboyantly dead. Rachel is enjoying this. But behind her head, a cut-out of HUGH JACKMAN glares at Greg.Greg is now lying there with a horrified look on his face.Suddenly Rachel enters a subhuman state.Greg processes this. For the first time in his life, a girl has understood him.So if this was a touching romantic story, this is probably where a new feeling would wash over me and our eyes would meet and suddenly we would be furiously making out with the fire of a thousand suns. Rachel stops the subhuman state. Their eyes meet. There is no makeout session.Super: The part where Rachel and I become actual friends a.k.a. THE POINT OF NO RETURN

Yo. Asshole. Just so we're straight on this: You're advising a girl with cancer to pretend to be dead?

No, seriously. Think about what you're doing here, dickhead. Jesus.

I've been doing my broody Wolverine face on this girl's wall for five and a quarter years, and at this point I'm probably only still here because she'd feel weirdly guilty or disloyal taking me down, but I'm goddamned if I'm letting a little punk like you waltz in here stupiding up the place--

...lickable technology, like I could text you a sandwich. I think that's where phones are headed. GREG and RACHEL walk into the dining room, where GREG'S DAD, \* GREG'S MOM, and EARL are eating dinner-- \*He has a button on the nape of his \* neck, under the skin. Push it if \* you need him to stop. \*

Animals just live in our homes and everyone's cool with it. Animals.Silence.He really wants to be a good friend and listener. He just has no idea how. Rachel takes pity on him.31pt1Rachel is somber, but dry-eyed.31pt2 INT. COPACETIC COMICS - LATER 31pt2 RACHEL and GREG's conversation continues in the aisles of a cluttered, venerable old comics/records/movies store--Rachel gazes at this weird kid with the self-esteem deficit.

31pt1 EXT. STREETS OF RACHEL'S NEIGHBORHOOD - A FEW MINUTES LATER

Now RACHEL and GREG are wading through the HORRIFYING CHAOS that is the Schenley cafeteria.ROBO-GREG'S POV: Greg's system is going haywire. His field of vision is disastrously cluttered with LABELS and DATA. The giant red words "SYSTEM FAILURE" are flashing over everything and making that BURMP BURMP BURMP sound that means that a computer is about to explode.It's literally like we're trying to have lunch in Kandahar. They sit at a table with ANNA and NAOMI, two of Rachel's NONDESCRIPT-LOOKING FRIENDS.They turn their gaze to Greg. Who is this schmuck who's gonna talk trash on medieval prom?Rachel goes to get ketchup, leaving Greg to fend for himself.Naomi is patiently, cleverly devising some sort of rhetorical trap. Anna does not share this patience or cleverness.Enter MADISON HARTNER. She touches Greg's arm. A MOOSE STOMPS A CHIPMUNKAnna and Naomi gaze at her with coolness, if not hostility. But RACHEL has re-arrived with her ketchup, so they can't be mean to her outright.Greg is relieved that someone else has shown up who is more of an irritating do-gooder than him. Madison puts a PILLOW on the table.No one understands this inside joke except Greg and Rachel. A horrified silence settles over the table.Greg panics. He needs to change the subject. He sees SCOTT MAYHEW loping clumsily around, his TRENCH COAT flapping.Success! Rachel giggles. Emboldened, Greg continues.Scattered giggling. This is actually working. Greg goes in for the kill.No one laughs. Oh Jesus.He did. He is staring at Greg coldly. Their gazes meet. Greg grabs his stuff and flees.

Rachel, we just found out the theme of this year's prom! It's "A Knight To Remember."

Yeah. You're only hanging out with Rachel because she has cancer.

Greg, you've never hung out with Rachel once. You're befriending her to feel good about yourself. It's okay. You can admit it.

GREG is sweaty and out of breath. EARL is eating a lunch of Airheads, Skittles, Coke, and some chocolate chip cookies.MR. MCCARTHY enters, holding his thermos.From a tureen on his desk, Mr. McCarthy ladles soup into his thermos.Greg and Earl peer into the tureen. Earl's description is accurate. It is a funky seaweed-looking tentacle soup.This is clearly a question about Rachel. Greg does not know how to fight the implication that he and Rachel have a thing.Mr. McCarthy beams, thumps his own abs, and leaves. Greg and Earl immediately ladle SOUP into their mouths.Earl stares at Greg, like, Greg. Don't be a dick.Earl doubles down on his disgusted stare.CUT TO:

GREG is sitting in class. Something is wrong with him. He is staring dully forward, a look of muted horror on his face. Slow agonizing ZOOM on his face, scored to the eerie, melancholy descending chords of movement XIII., "Crucifixus," of the Mass in B Minor by J.S. Bach. SPLICE with Greg's POV of the TEACHER, droning distantly and unintelligibly as if underwater. GREG'S CLASSMATES all seem to be staring at him. A cartoon badger image flickers over his field of vision. The BUZZ OF HIS VIBRATING PHONE frightens the LIVING SHIT OUT OF HIM. Greg looks at his phone. Earl has texted him a message: that soup had drugs . Greg looks up at the teacher in horror. SUPER: The part where I accidentally am on drugs The bell rings. Greg jumps to his feet. Then, immediately, he falls down.

Greg is in a crowded hallway, attempting to make his way out of school. His eyes are wild and his movements clumsy. SPLICE with his ROBO-GREG POV, which is distorted and malfunctioning. The badger image continues to blip over his field of vision. Sometimes the badger has tentacles.Suddenly and frighteningly, EARL is right in front of him -OMITTED

classification: uhhh BADGER: INPUT NOT RECOGNIZED execute pigeon dance ERROR: TERMINATE PIGEON DANCE INCOMING: EIGHTEEN PEOPLE OH GOD SYSTEM ERROR: TWO BADGERS JUST DON'T LOOK AT ANYONE EXTREME SYSTEM ERROR DON'T FALL DOWN OR LOOK AT ANYONE

GREG is still wild-eyed, glancing around suspiciously, and trying to be less conspicuous by slouching in his seat. This behavior is extremely conspicuous. EARL tries to distract him--Indeed. Sitting behind them is SCOTT MAYHEW. He has heard everything.

Greg and Earl are standing on the doorstep.Beat.Denise opens the door, swaying a little -Neither Greg nor Earl says anything. Then they both say something at the same time.But Denise isn't sober enough to realize they're being weird.

RACHEL is guarded; EARL, unreadable; GREG, malfunctioning.An uneasy silence.By this point Rachel and Earl are both staring at the ground. Clearly Greg has to say something.Earl and Rachel look at him expectantly. Greg literally cannot think of a thing to say. He opens his mouth and hopes words will come out.Greg panics.No one knows where this is going.Earl is utterly disgusted. But he has to go along with it.But thank God: Rachel thinks that these confused, lying boys are being kind of sweet.

EARL and RACHEL are chatting. GREG is utterly absorbed in his ice cream, holding it several inches in front of his face. Super: The part where it turns out Earl holds nothing sacredEarl regards her and silently comes to a decision.GREG'S POV: Rachel's voice is indistinct, underwater. He cannot hear much over the "MURMF ORMF RUMF" sound of his own rapturous eating. Also the beautiful harp music is playing. BACK TO THIRD-PERSON: Greg nods briskly, goes "mm-hmm," and goes back to eating.Again, Earl appraises Rachel before speaking.Earl stands up, pulling Greg up with him.

The three of them are watching a Gaines/Jackson film. EARL is stony-faced. RACHEL is enjoying it hugely. GREG looks ill.

RACHEL is about to walk back to her house. GREG is still despondent.She hugs Earl, and turns to Greg -She walks away, radiant.They sit there in silence, Earl serene, Greg fuming. GREG'S DAD appears behind them and mutely hands each of them a pig's foot to eat.

MR. MCCARTHY sips from his thermos.Scott Mayhew is not psyched about being called on. Fortunately, he has a focal point for his irritation.The class now is stunned/giggly.

GREG and EARL are exiting the school together.But behind them, the PRINCIPAL, and a SECURITY GUARD burst through the door, escorting an angry, struggling ILL PHIL off the premises.SCOTT MAYHEW has positioned himself nearby.Scott draws close to Greg. He is a lot taller than Greg.The security guard drags him away. Greg and Earl turn to Scott Mayhew.Scott Mayhew spits on the ground near them and strides away.

Greg looks around. All of the horizontal surfaces of her room are overflowing with flowers and cards.Still nothing.She looks at him. Then she erupts, miserably--Something shuts her up. She stares at Greg. He is nervously fondling her boob. She closes her eyes, and for a moment he thinks it is because she is enjoying it. But she is not.They lock eyes. He closes his. Then he rummages around in his backpack. He comes up with a DVD, and hands it to her.Beat.Another beat. Then Rachel smiles.Her smile broadens--He does not move. A beat.

GREG is visiting RACHEL, and trying not to freak out about how bad she looks. She is wearing a fuzzy pink hat. Her eyes are red-rimmed and her skin is pale.

GREG and EARL are having a heated production meeting. Earl is dressed in a makeshift soldier outfit, complete with gun. Greg has an armful of paratroopers. DERRICK, seated on the porch with a leashed Doopie, watches them with disdain.Earl ponders their predicament.What. Where the fuck did MADISON come from. She is leaning against the chain-link fence, beaming at them. All three boys stare at her: Greg in horror, Earl in confusion, Derrick with undisguised appreciation.Greg decides that now is the time for excessive modesty.Brief BLACKOUT with the words "NOW YOU ARE DEAD."Greg looks at Earl. Earl looks at Greg like, this is your problem, and you need to deal with it.Earl winces.She clutches his arm. MOOSE CHIPMUNK STOMPING.The boys watch her go.47-51 OMITTED 47-51

I'm the key grip! ALT: (Bane voice) When it is done, and Gotham is ashes, then you have my permission to die.

Greg is in a foul mood.Beat.They sit down. He melodramatically takes her computer and begins typing:Rachel shrugs: bring it on.Beat.Done typing, he thrusts the COLLEGE DIRECTORY at her and pages randomly through it. Rachel smiles at him.OMITTED OMITTED

GREG, holding the ENORMOUS COLLEGE DIRECTORY under one arm, finds RACHEL in the hospital's cheery modern lounge. She is watching one of his movies on her laptop.

ON THE SCREEN: Earl is Jean-Paul Belmondo in the last scene of Breathless, running spastically down the street.

IN THE BAY WINDOW: Greg eats popcorn; Rachel, looking a little better, nibbles some too.

GREG sits on the front steps; DENISE'S car pulls up; Greg goes to help Rachel out of the car.

ON THE SCREEN: Earl is Rizzo from Midnight Cowboy, under a blanket, dead on the bus to Florida; next to him, cowboy- hatted Greg is extravagantly freaking out. ON RACHEL'S BED: Greg is holding popcorn; Rachel holds a barf bucket.

AT THE HOSPITAL: Rachel, looking worse, has fallen asleep. Greg looks over at her.

He fades the volume to silent, takes the barf bucket out of her hands, and pulls her blanket over her.

He pulls out his phone and checks his email. He has one from Pittsburgh State University - Admissions Dept.

He is happier than he thought he'd be. But he has no one to share it with - Rachel is asleep. So he does an awkward silent fist pump.

He has a sudden worry. Discreetly, he puts his hand over her mouth, to see if she is dead.

GREG is walking through a little-used corridor. A RANDOM GIRL is putting up medieval decorations in the hall.Greg is AMBUSHED by MADISON -She hugs him and dances around--he is overjoyed but also nervous that he will get a boner--So how's the movie for Rachel coming?

Buy tickets for prom! A "Knight" to "Remember"! Only four months away!!

EARL is eating pate. GREG is freaking out. Super: The part where I try to convince Earl to help me make The Worst Film Ever MadeEarl stares him down while eating another pate-laden cracker.OMITTED OMITTED

GREG'S DAD explains the boys' mission to a GRIZZLED OLD EMPLOYEE -- as EARL and GREG split up and peruse the aisles of movies with terrific intensity. Greg slows down in a little zone of experimental filmmakers - EAMES, FISCHINGER, BRAKHAGE, MAYSLESES, WARHOL. INTERCUT his scrutiny of their DVD cases with SNIPPETS OF THE ANIMATIONS THEMSELVES, as he replays each in his mind's eye. Clutching handfuls of these DVDs, he looks over at Earl. Earl brandishes some GODZILLA KNOCK-OFFS. Greg shakes his head. Earl nods, like, yeah, I know, but Godzilla is still the fucking best.

EARL is working the cameras while GREG, holding a notebook, is attempting to interview DENISE, who is openly drinking. (RACHEL is in the hospital for her fourth round of chemo.) It's not entirely clear that Denise knows that they're making a film, or cares.Denise sips from her glass of bourbon, her gunmetal eyes reflecting some tiny part of the crushing horror of it.Denise starts pouring drinks for Greg and Earl.OMITTED

The room is empty, save for GREG and EARL sitting in chairs with clipboards and a STUDENT, sitting in a chair, facing a camera on a tripod. Greg is trying to mask how depressed and upset this is making him. Earl physically cannot stop scowling.That is all that this kid has to say.POV of camera on tripod:I believe in you. \* I believe in you. \* I believe in you. You can do it! \*

Uh. Hi, Rachel. I guess I don't know you that well, but uh... I believe in you.

It's so sweet that your boyfriend is doing this for you! He must really love you.

I know you're Jewish, but I just want you to know, God has a plan for you.

Greg's a fag. I guess he's in love with you, so that makes him bisexual or something. I hope they find a cure for whatever you have.

This is so miserable that Greg actually has to make a joke.Against her will, Rachel snort-laughs a little bit.A long beat.Greg finds it difficult to be silent. He fidgets and squirms. He starts making a humming noise.

RACHEL sits stiffly on the bed. GREG sits next to her with her barf bucket on his lap.

They're watching a Gaines/Jackson film, but she's not enjoying it as much as she used to. So he's not enjoying this, either.

GREG and EARL are creating an ABSTRACT STOP-MOTION ANIMATION. Earl is creating little CUT-OUTS from FELT OR CONSTRUCTION PAPER. He is dissatisfied with each one. Greg is arranging them painstakingly under a camera on a tripod, consulting the complex sketches he has made to guide this process. STOP-MOTION ANIMATION - WEEKS GO BY SUPERS over the frames of this animation: Day 86 of Doomed Friendship, Day 87 of Doomed Friendship, Day 88 of Doomed Friendship, etc. Each day is about a tenth of a second.

JUMPCUTS of GREG walking to Rachel's house, entering her room, leaving her room, leaving her house, waiting on her doorstep as Denise's car pulls up (back from the hospital).

RACHEL looks terrible. There's no way to get around it.Greg realizes that he is talking to a girl.Somehow it hurts a lot, that this surprise has been ruined.It is very quiet in the room for a moment.He can't finish this sentence.Rachel studies him.It is the first time he's ever shouted at her.They are trembling with anger at each other.Greg opens his mouth--but he has no response to this.

Greg is walking to Earl's house, through Earl's dilapidated neighborhood. He is muttering furiously to himself. All of his anger and frustration is now channeled at Earl. Super: The part where I get in my first fight everA tough-looking kid watches Greg pass.He takes a clumsy tripping step on the broken pavement. He begins to hyperventilate.Greg does not know how to pronounce "Assange." This only serves to infuriate him further.DAMMIT.:

GREG thumbs Earl an angry text. EARL'S BROTHER DERRICK saunters out onto the porch, with DOOPIE on a leash.Derrick eyes Greg. So does Doopie, growling. Greg's anger is now vying with his fear. It is a relief, but not really, when Earl appears.Uh-oh.Earl advances down the steps of his porch on an increasingly trembly, weepy Greg.Earl socks Greg in the stomach. Greg immediately keels over.But Earl does not jack that little dude up. He storms back inside his house, furious. Wheezing and choking back sobs, Greg gets to his feet. He looks at the house. Derrick gazes coolly back at him.

GREG is sullenly eating alone. MR. MCCARTHY walks in to refill his thermos.Mr. McCarthy gamely tries again.Mr. McCarthy observes Greg.Greg is startled by this.Mr. McCarthy smiles at Greg and gets to his feet.Mr. McCarthy says nothing.

GREG is slumped in a seat, staring without seeing out of the window, as the bus rumbles home.

On his way in, GREG passes his DAD, munching sausage.Greg does not respond.

GREG finds a DVD on his desk. On it is scrawled, in Sharpie, "IM OUT." He plays the DVD. It's of EARL, talking to the camera, in Greg's room.Earl switches off the camera and the clip ends, leaving Greg alone in his room. Greg holds his head in his hands. Then he flips on the camera. And tries to do a testimonial of his own.He pauses. The fact is, he never wanted to do this film.He has to say something.He is quoting the first video testimonial, from that stupid kid. He's not even saying his own meaningless clichéd thing. It's something else's. He can't bring himself to look at the camera. He's looking down, at his hands.He is silent. Then he shuts off the camera.

GREG opens the door to Mr. McCarthy's office. EARL is in there, eating one of his all-candy lunches. On a screen behind him plays MY BEST FIEND, KLAUS KINSKI.

GREG trudges sadly through his personal hell: the cafeteria. One flying bit of food hits his face, then another. He finds a place to sit alone. Over his head, a banner reads: SCHENLEY SENIOR PROM "2013" A "KNIGHT" TO "REMEMBER" !!!

He eats alone in the same seat, day after day, forlorn and withdrawn. He is checking his email on his phone, despondently - (we can't read the body, but it's from Pittsburgh State University) - when someone sits down in front of him. It is MADISON. Arm touch/MOOSE SMUSHES CHIPMUNK WITH HOOVES.Madison gazes at him. Her eyes glisten.She stalks away.

GREG is watching his testimonial to Rachel. He watches himself mumble, "I believe in you." Pathetic. He rewinds it and plays it again. "You can do it." Excruciating. His MOM enters the room.He looks up. His mother looks stricken.His mom waits for him to say something.He opens an email on his phone and tosses it to his mom.His mom, horrified, says nothing.

GREG is watching his animation and his sock puppets and listening to HIS PARENTS argue through the walls.The conversation continues as Greg watches his video.

The deadlines have passed, Victor! What's he going to do next year? Is he just going to waste his year?

Once again, GREG is eating alone under the prom banner, which now has the word "TONIGHT !!!!!" added to it. And maybe even more gratuitous quotation marks. And again, Madison comes to sit with him. Super: The part where I get in my second fight everGreg gathers his things and gets up.Madison touches his arm, but he shrugs it off, angrily--Greg is backing away from her now. She is following.He backs into ILL PHIL.Ill Phil is not prepared for this. He was hoping Greg's reaction would be more along the lines of running away.They square up. Onlookers excitedly gather, including a grimly snickering SCOTT MAYHEW. Neither Greg nor Phil makes a move for a long time. They actually have no idea how to fight.More circling. The onlookers are becoming restless. Finally Greg rushes Ill Phil and grabs him around the waist. Ill Phil panics and grabs Greg around his waist. They stay like that for a while. And then, suddenly, EARL flies in and starts whooping ILL PHIL'S ass. The CROWD goes berserk. Almost immediately, the PRINCIPAL separates the fight.

Two days' suspension for fighting. Two days' suspension for fighting.

Two days' suspension for fighting to be added to your lifetime suspension for drug dealing. Please leave school property.

It is indeed a difficult time... for the Schenley High School family. We are mourning... a family member. But we have an unexpected and touching opportunity... to turn our thoughts to her... in a unique way.

Before we show the film... Is there anything you would like to say... to the Schenley High School family.

You will let this audacious film speak for you. Very good. Gregory?

The PRINCIPAL and a SECURITY GUARD are leading/dragging EARL, GREG, and ILL PHIL to the nearest school exit.

The PRINCIPAL, SECURITY GUARD, GREG, EARL, and ILL PHIL emerge from the doors.As they begin walking away, MADISON approaches them.Even Earl does not know what to say here.She smiles.

GREG is putting on his tuxedo. He is having some trouble with the arms. His MOM is standing by the door.She does. Greg examines himself in the mirror.Greg does not answer. He's busy looking into the mirror. An anxious boy in a tuxedo stares back out at him.

GREG is alone in the back of a cavernous limousine. He has to shout to reach his cheerful DRIVER. \*They drive.Greg does not respond to this.

Are you kids gonna get busy on my \* brand-new Tuscan leather? \*

Ha. I'm just playing with you, man. \* I hope you do get some. \*

Well. If you really love her, you \* got a shot. Because she'll know. \*

GREG exits the limo, holding his corsage. He is not in front of Madison's house. He is front of the HOSPITAL. He takes a deep breath.

RACHEL is suffering from pneumonia, a complication of end- stage AML. She is extremely pale and having difficulty focussing. But she smiles when GREG walks in. SUPER: Day 209 of Doomed Friendship DENISE, sitting next to her, smiles with wet eyes, gets up, and hugs Greg for a very long time. Then she leaves the room.Her voice is weak and whispery.He puts the corsage on her wrist. It is not romantic. It is something else. He extracts his phone and a little projector from his pocket and starts setting them up -She nods. He turns on the projector. It projects onto the curtain. He sits next to her, and they watch for a while. The film does, as advertised, suck. First, there are the TESTIMONIALS: students sitting in a classroom, saying clichéd things, or unhelpful things. So those suck. DENISE'S INTERVIEW has been jarringly edited so as not to be depressing, but of course this makes it even more depressing. It goes without saying that this sucks. And spliced among all of these sections is a mysterious ANIMATION that is never explained and never gets enough time to develop. It's confusing. How could that not suck? As they watch, Rachel begins to cough, weakly. Greg ignores this for a few coughs. Then he realizes that it isn't going away.Rachel, nods, coughing, in pain.

Greg flags down a passing NURSE and says something to her. Irritably, she walks into Rachel's room, shutting the door behind her.Greg is left alone in a hospital hallway.

GREG emerges from the room. DENISE is asleep in a chair outside. He jogs her arm. She wakes up, reads his face, and rushes into the room, stricken.

GREG, EARL, and MR. MCCARTHY are sitting all in a row, near the back. The forceful inner-city PRINCIPAL is speaking.Greg's heart skips a beat. His eyes widen with terror.

From the hall, through the half-open door, DENISE watches the film projected on Rachel's curtain.

These boys made a film... that they delivered to Rachel last night.

And her mother has given us permission... to show you this film now.

TEACHERS and the PRINCIPAL watch the film on a computer. They are very moved. They are watching a sock puppet part.BACK TO THE PRESENT: Greg and Earl are up on stage. Cataclysm. It is, literally, the stuff of nightmares.Earl walks to the lectern. The mic is nowhere near his head. The PRINCIPAL, noting this, removes the microphone and holds it to Earl's mouth.Greg staggers to his feet. He takes the mic. He gazes out at his classmates. He has nothing to say to them. But he can't just say nothing. Suddenly he begins speaking.He puts the mic down, then decides to pick it back up.He puts the mic back. The principal, frowning, walks over to reclaim the mic. Then Greg abruptly grabs it a third time.He puts down the mic and walks, then runs, offstage and out of the auditorium. The students are baffled. Some of them are giggling, but from nervousness. Earl has his head in his hands. The lights go down. OMITTED

MOURNERS wander around Denise's house, sitting shiva. GREG spots MADISON and SCOTT MAYHEW together holding hands, talking to DENISE. Surprised and sickened, he avoids them. He gazes, from afar, at the URN on the mantel that contains Rachel's ashes. He cannot stop looking at it. It is absurd to him, in a way. Suddenly he has been cornered by an OLD PERSON -Greg does not have the heart to set this doddering old person straight.Greg sneaks into the kitchen. He looks around for a place where he can escape all human contact. He gazes out the window, to the backyard, and sees someone.

EARL has spent most of the shiva outside smoking irritably. GREG approaches him.The backyard door opens. DENISE.Denise is holding Greg's COLLEGE DIRECTORY.She does. And retreats back to the doorway.Squeak. Squeak. Denise enters the house. Greg holds the college directory, doing nothing. A couple of envelopes fall out. He opens one.At "goodbye," Greg's eyes blink and go wet. He unfolds the second letter--He closes it. He can't read another word. He closes his eyes. Earl clears his throat.Greg throws up his arms, like, Jesus Christ. Like it's not already gut-wrenching enough out here.Greg peers through the window at his DAD, who is alone in the middle of the living room, scratching himself.Silence. Earl notices GREG'S MOM watching them through the window. She hesitates. But she can't help herself. She gestures to "smoking" to Earl, then gestures "death," then gives him a look of reproach. Earl shrugs, baffled. She sticks her head out of the window -Oh. Earl philosophically stubs out his cigarette.She closes the window -This next thing is hard to say.Earl looks Greg in the eye. Greg means it.Greg is beginning to cry again. Earl eyes him doubtfully.Earl, after a resentful pause, puts his arm around Greg. He pats Greg on the shoulder a few times.Earl goes into the house. Greg just watches him quickly become engulfed by the adults in there. He looks over at the FIRE ESCAPE leading to Rachel's bedroom window.

Dear Greg. I heard what happened with your classwork, and with Pitt State. So I wrote them a letter trying to convince them to let you back in. There's a copy in here if you want to read it. Hopefully it works, because that would mean I have powers from beyond the grave. But you should probably send them something too.

Goodbye, Greg. You're a good friend. Although if you don't go to college, you're also an idiot. But you already knew that. Love, Rachel.

I am writing on behalf of someone so kind and sweet and giving that he -

GREG steps through the window and into Rachel's room, the book under his arm, the letters in his hand. He sits on her bed. Surrounded by pillows. He takes another look at the letter to him.Greg picks up Francesca.He gazes at the walls. Daniel Craig, Hugh Jackman. He looks down at his directory. He opens it - The inside has been CARVED OUT, intricately, into a little landscape. He is motionless, gazing at it. It is beautiful and strange. There are three small figures in it. Somehow we know they are Rachel, Greg, and Earl. Rachel's has pink hair. He runs a finger over the lip of this little fantastical place that her hands made. He gazes at her bookshelf. He pulls out a book - no carving in there - another one - again no carving - another - This one is carved out too. A different landscape. Two figures - Rachel (the same color, but her old brown hair) and one who is probably her mom. He finds more and more. A world of landscapes. Different styles, from different times in her life. Sometimes he knows who the figures are, and sometimes he doesn't. The figure that is her is always recognizable. There is no broad narrative connecting them. They are just scenes. Not necessarily from her life - perhaps something tangent to it. At some point we are no longer seeing the book carvings - we are just watching his face, as he SEES in a way that he never has before.

Greg walks home slowly, eyes fixed on something unseeable, somehow released, Rachel's house behind him.

We're back to where we started: GREG staring at a computer monitor, breathing loudly through his nose.The printer has just stopped printing the story we have just been told. On the back we see the words, "Somehow it was reassuring as well. FIN." He puts it in an envelope addressed to Pittsburgh State University - Department of Admissions. And then he puts a DVD in a jewel case. And then he sticks a Post-It on top of the case, and writes, "WARNING: THE LAST PERSON WHO SAW THIS IMMEDIATELY WENT INTO A COMA AND DIED." And he puts that in the envelope as well. He seals the envelope. He stares directly at us. We look into his eyes. He crosses them, briefly. BLACKOUT. NOW YOU ARE DEAD

Helium3 is a gas ejected from the surface of the sun and blown through space by solar winds . It plays an essential role in Cold Fusion , often toted as the solution to humanity 's future energy needs . There is one major problem . Helium3 is extremely scarce on Earth . The gas does , however , exist in abundance on the Earth 's only natural satellite : The Moon . Should we turn to Cold Fusion in the future , it is conceivable that man will mine the Moon for Helium3 and bring the precious gas back to Earth . We hear something - a machine - CHURNING and POUNDING . Constant . Rhythmic . Though the sound is slightly familiar , we 're not sure what it is yet . Hold for a few seconds and then

The sound belongs to a regular old TREADMILL like you see in most gyms across the world . Running on it : SAM BELL , mid thirties , thick beard , handsome , striking blue eyes . Sam 's face is flushed and glistening with sweat . He lunges for a towel draped over the treadmill 's bar , dabs his face as he runs . We see OUTSIDE THE WINDOW : A gray , powdery landscape stretching beneath a BLACK SKY .

Aerial view of the Earth 's only natural satellite , the camera roaming about a hundred feet off the surface . Desolation . Serious , uncompromising , desolation . This place makes Antarctica look like Tokyo . And utter silence . Eventually the camera arrives at a moon base , DIVING DOWN towards it - TITLE CARD : `` MINING BASE SELENE . CREW : 1 . ''

Sam takes a shower , treading in a tight circle beneath the nozzle , eyes closed , hot water blasting his face .

His hair still wet from the shower , Sam sits before a COMMS UNIT , dressed in a `` Lunar Industries '' boiler suit , a zip up the front , colorful patches sewn into the arms . He begins to record a message .As Sam continues his message , we are given a TOUR of the mining base . Beginning with :

Tess. Hi. It's me. How are you, sweetheart? It's the morning here. In a few minutes Gerty and I will sit down for breakfast, go over the day's itinerary.

Today begins my 154th week on Selene. I officially have two weeks to go before I climb into that Return Vehicle.

The earth is thousands and thousands of miles away, but sometimes looks so close I feel like I could reach out and snatch it with my hand.

And I have Eve. I do n't take you guys for granted. You know that now.

Please kiss Eve for me. And tell her daddy will only be away a little longer - seventeen days longer, approximately. I love you both dearly. Bye.

8:32 Pacific Time. Lunar Day 1. All Harvesters running smoothly this morning. Readouts are as follows : Matthew, 14.6 miles ; Mark 16.8 miles.

Gerty, we've got a live one on Mark. I'm going out now to rope her in.

Overmeyers, Thompson? It's Sam. How goes it? I've got a full container of Helium3 ready to roll. The purity is pretty good, so assuming your last market prices are still relevant I think you are looking at getting about 3 million dollars per kilo with this load. By the time this message reaches you it should be in transit.

Otherwise, everything running smoothly. There was a discrepancy between a couple of the N3000 modulators a couple of days ago, but Gerty and I caught it in time, no big deal. Uh. how are things down there?

Oh, and I just wanted to thank you for sending out the football feed. Almost felt live!

Seriously, I do n't mean to be an asshole, but surely replacing one satellite cant be that fucking hard! I have n't been able to have a conversation with my wife. My kid can talk now! Fuck!

A couple of weeks ago I asked her if she wanted to go on vacation when I get back, and that I was thinking of either Mexico or Hawaii. Tess never said anything about it. Three messages she's sent me since. and she's never once mentioned the vacation.

That's not the point. This is someone who lives for vacations and travelling. I thought she'd jump at the chance for us to go away - with Eve, of course - we'd take Eve.

But this is n't the only time it's happened, Gerty. When I asked her how her dad was doing on his new heart medicine she did n't respond to that - I asked her when Eve was going to start nursery - nothing. Had her brother got the position at the University? Nothing. Nothing.

Gerty, have you heard anything new about anyone fixing lunar sat?

They need to sort that out. Seriously. I've only got two weeks left. It's not fair on whoever's up here next. Gerty, you tell them to sort it out. It's not healthy.

I've got another one of those headaches. Can you get me something for it?

I told you, I saw something on the TV and spilled boiling water on my hand.

Yeah, something on the TV distracted me, Gerty, what's wrong with that?

8:19 Pacific Time. Lunar Day 2. Readouts are as follows : Matthew, 9.8 Miles.

Gerty, looks like we've got a live one out on Matthew. I wondered what was taking him so long, the old fart. I'm heading out in a few minutes, just going to finish my coffee.

There's no way to tell from here if a track's been thrown, or if it's just something jammed in an axle, or what. I can shoot out there, check it out, get some video and maybe save you guys the expense of floating in a whole crew! I know how tight money is right now.

Just give me the word - or Gerty the word, tell him to unlock the exit doors - and I'll go out and get Matthew up and running again.

Do n't know - Micro meteorites, maybe? Either way there might be damage to the exterior shell. I'd better go outside and take a look.

It's not that I do n't believe you, Gerty, but the inner skin is springing leaks like an ACME fire hose. Maybe you better let me take a look, just in case, huh?

I found him outside by the stalled harvester. Who is he? What the fuck is going on?

. John, 15.1 miles. sorry, I'm not feeling too hot today - I'm going to have to continue this later -

This is where you want to be if the shit hits the fan . The base 's equivalent of HQ . A wall of computers and flickering digital displays .

A small space craft attached to the base . It is essentially a tiny room with a coffin like , sealed bed in the middle of it : a cryogenic POD with an array of complicated controls surrounding it .

Sam spends most of his time here . It is kitchen and play room combined . We PICK OUT a television set , an armchair , a Ping - Pong table , the treadmill .DETAIL : A WOODEN MODEL On a table , we also PICK OUT a LARGE MODEL carved out of BOLSER WOOD . It 's a TOWN . Intricately done down to the tiniest details .We go even CLOSER to the model , seeing that there are actual people , actual characters in the little town ; actual buildings : a CHURCH , a TOWN HALL , etc. . Clearly someone has put a ton of work into this thing .

And the tour of the base continues . Onto a new room . A dark storage area Sam has repurposed to grow a handful of plants . They sit surrounded by darkness , glowing under pools of artificial light .

A strange angular room , obviously purposeful , but its design more geared to a computer than a human being . A single bed dominates .

The empty terrain surrounding the mining base , as viewed from the Monitoring Station window . Across the landscape a mountain rises from the morning shadows .CLOSE UP - A HAND TOOL Some kind of rake or shovel half buried in the powdery soil , like a child 's toy abandoned in a sand box .

From up here it is easy to see why the Earth is sometimes referred to as `` the blue marble . '' A swirl of color .

Sam 's bed - A New York Jets poster on the wall - a few knickknacks bedside , rock samples in jars , a lucky tambourine Sam got in Mexico some years ago - a red stress ball - a photograph by the bed in a frame -We MOVE CLOSER to the PHOTO by the bed . PHOTOGRAPH Of a slightly younger and clean - shaven Sam with his arms wrapped around his wife of four years , TESS BELL .Tess is a far cry from the stereotypical Astronaut 's Wife of the 1960 's / 70 's with the plastic smile and beehive hairdo . Tess is modern , sophisticated , and jaw - droppingly beautiful . She looks like she 'd be a hard woman to leave behind . Note : In the photograph Tess is visibly PREGNANT .

Back with Sam at the Comms Unit as he wraps up the message .And he sends the message .

The main corridor connecting the different rooms . We 've seen everything there is to see now . The base is small . Confined . Claustrophobic . It is easy to imagine how someone could crack up here . Sam leaves the Comms Room and heads down the corridor .

A state of the art robot , a GERTY 3000 - known simply as `` GERTY '' - is preparing Sam 's breakfast . Gerty is in three sections and moves along a horizontal rail that runs throughout the base . He has a readout screen that perpetually spews data . His hands resemble pincers , but are perfectly nimble . For the purposes of helping run the base and looking after Sam , Gerty is as good as human , if not better . Sam enters .Sam treats Gerty more like a person than a robot . Whether this is down to Gerty 's intelligence or Sam 's desperation for company is n't clear just yet . Note : Gerty talks like a well - educated older man . His language does n't have a great deal of inflection -LRB- i.e. Monotone -RRB- but he is friendly enough . Sam switches a dial on a radio but gets nothing but static - he sticks in a mini cd and skips the first few tracks . We hear brief clips of talk radio and shuttle through it before he allows it to play on , on some random American station - an old weather report :They zip around the tiny kitchen , together preparing Sam 's breakfast , working as a team .

it's a hot one on the East Coast, temperatures soaring to a high of ninety three degrees in New York City -

I think her brother did get the position at the University. His name is Christopher, correct?

Yes, I seem to recall he got the position. Professor of Biochemistry, I think. At Syracuse University in New York?

You told me. Some time ago now. Towards the beginning of your time on Selene. When we were starting to get to know each other.

You were very happy for your brother - in - law. You danced around the Rec Room, if I remember correctly.

No Sam. From what I understand it's fairly low on the companies priority list with the Jupiter mission active. I would imagine it would be very expensive to fix.

Sam, you said it was the TV that distracted you, but when I came in the TV was n't on.

That's good. That's very good. It's nice to see you awake again.

I'd like to keep you under observation here in the Infirmary for a few days and run some tests.

Not long. Sam, go back to sleep. You're still very tired. We can talk later.

Not talking. No. We've been having some problems with the lunar sat and our live feed seems to be down. I was recording a video message for Central updating them on your progress.

Sam, you need to stay in bed. You're not ready to walk around yet.

Sam, you suffered minor brain damage in the crash. This has resulted in memory loss and slight logic impairment.

Central has asked me to slow down the Harvesters to ensure you have time to recuperate and get your strength back -

The good news is you can return to the sleeping quarters tomorrow. But it will still be a few more days before you can resume anything like a normal work schedule.

The Infirmary. You had an accident out by one of the harvesters. Do you remember?

Sam, you suffered a slight concussion in the crash and have incurred minor injuries, but all in all the prognosis is good. I'm happy to see you again.

I have n't reported anything to central, Sam. They do n't know you were recovered alive from the accident.

I'm here to keep you safe, Sam. I want to help you. Are you hungry?

Sam, when you first arrived at Selene, there was a small crash. You woke up in the infirmary. You suffered minor brain damage and memory loss. I kept you under observation and ran some tests.

It is standard procedure for all new clones to be given tests to establish mental stability and general physical health. Genetic abnormalities and minor duplication errors in the DNA can have considerable impact -

Sam, it's been several hours since your last meal. Can I prepare you something?

A clone is awake the moment his pod is opened. But he is not fully conscious for several hours.

If the Rescue Unit examine my memory banks they will discover what has taken place over the last week. As you know I record everything. If they are suspicious, the first thing they will do is search my memory banks, and this would put you in considerable danger.

I recommend erasing my memory banks. I can reboot myself once you have departed.

I understand, Sam. I hope life is everything you remember it to be.

Of course. The new Sam and I will be back to our programming as soon as I have finished rebooting.

We take in the whole Moon at once . Gray , colorless , eerie . From this distance the surface resembling Plaster of Paris .

Sam sits before Selene 's main computer , known as THE OLD MAN . Data flickering off Sam 's face . He is making a log entry . A CLOCK is running on the monitor .Sam continues with his entry while we

Gerty is selecting food for the up - coming week , stacking ready - meals on a small fork - lift buggy .

A RED LIGHT Pulsing rapidly . The `` ping - ping - ping '' of an alarm . BOARD Sam stands before the Big Board . The names of the four Harvesters -LRB- Matthew , Mark , Luke , John -RRB- in a collum . The red light is flashing next to Matthew . Sam presses an INTERCOM BUTTON , dips down , speaks into it .Sam heads off .

A SPACE SUIT Resembling an unmanned puppet . Sam begins to insinuate his body into the suit .

Three Rovers -LRB- moon buggies -RRB- parked in their separate bays . The Rovers are caked in lunar soil , as though sand blasted . In his space suit Sam bends into one of the Rovers , starts the engine .

Sam drives along , dwarfed by an enormous lunar bolder and the rising slopes of the valley beyond . A toy car in this vast and alien terrain .

The second in a fleet of four Harvesters -LRB- this one known as Mark -RRB- collecting lunar soil . The Harvester resembles a tank and kicks up clouds of dust . Booming , hulking , efficient . Sam catches up in his Rover and accelerates into the back of the Harvester up a couple of ramps . An intricate and dangerous maneuver he executes deftly .

Sam is in an area of the Harvester - a kind of hatch - not dissimilar to a garage and known as THE BELLY . Once safely inside Sam closes the door . He is able to breathe in the Belly without his helmet , which he duly removes . Sam steps up to a wall of computers . A light is flashing to indicate one of the pods is filled with Helium3 . Sam does his thing , eventually removing a keg - size pod of Helium3 . He hauls it over to the Rover and sticks it in a special slot in the equivalent of the Rover 's trunk . A new pod - an empty - replaces the pod Sam just removed . Sam puts his helmet back on , returns to the Rover , reverses out of the Harvester carefully .

Sam snakes through the soil on his way back to base , the tracks of the Rover as sharp as if they had been made through talcum powder . The Harvester churns into the distance .

Sam loads the filled pod into a CARGO CONTAINER . The Cargo Container is about the size of a fridge and can take a maximum of five pods . There are four pods already inside , Sam 's new pod taking up the fifth and final slot .

Sam is seated at the Comms Unit recording a message for his superiors back on Earth .Sam desperately wants to talk but has nothing very important to say . Then he remembers something .Sam concentrates , getting a grip on his temper . Two weeks . Two weeks . -LRB- beat . -RRB- Hey . Three years is a long haul . If you guys want to run some psych evals on me when I get back , I 'm happy to do it . It ai n't Disney World up here . -LRB- a beat . -RRB- That 's it . Over and out . Sam reaches forward , sends the message .

Sam is loading the Cargo Container into the base 's MAGLEV LAUNCHER . He works with a sense of routine , far away , preoccupied . All of a sudden Sam STOPS . He has the feeling someone is standing behind him . He slowly turns . A GIRL is standing in the doorway watching him . She is perhaps fifteen or sixteen years old . A yellow dress . Long , wheat - colored hair . Freckles . At once beautiful and haunting . Sam gets the FRIGHT of his life . He FLIES against the wall . WIDEN to reveal Sam and the Girl facing off . Sam POP - EYED and SHAKING . The Girl IMMOBILE , arms at her sides , head tilted ever so slightly to one side . The Cargo Container is sent hurtling through space . A TERRIFIC BLAST . It distracts Sam 's attention , breaks his stare . And just like that , the Girl is gone . Sam is just staring at an empty doorway . Nothing there . Sam is baffled . Had to be his imagination . Had to be . After a few seconds he shakes his head dismissively and continues working .

Gerty is cutting Sam 's hair . Sam sitting back in a chair , barber shop style , while the robot snip - snip - snips away with a pair of scissors . Sam is gently squeezing a STRESS BALL in his right hand .For a moment there is no sound but the snipping scissors , reminiscent of keys snapping on a typewriter . Then :Sam frowns , contemplative . For a moment we think he is going to tell Gerty about the Girl he saw earlier - or imagined he saw . But he goes with something different .Gerty stops cutting , lowers the scissors .A beat . Sam 's fingers twitching around the red stress ball , squeezing harder .Sam decides to come clean .Sam is really having a go at the stress ball now .Sam is slightly alarmed that Gerty knows this and he does n't .Sam looks perturbed . For a few seconds he 'd eased up on the stress ball . He starts up on it again now .A pause . Sam still looks troubled .Gerty resumes cutting Sam 's hair , and stops again , sensing Sam is going to say something more . The scissors freeze .The scissors start up again .

Sam with a HAIRCUT and a neatly TRIMMED BEARD is sitting before the Bolser Wood model of the little town . He is arched over working away with an EXACTO BLADE - SQUINTING - whittling a figure out of wood . This is difficult and complicated work , and over three years Sam has become highly skilled at it . Sam can carve an actual person out of wood - actual cheekbones , actual throats , actual hands - it 's fascinating to watch . From another room Sam hears the `` ping - ping - ping '' of an alarm .

CLOSE UP - COMMS UNIT Flashing on the comms unit monitor : `` NEW TRANSMISSION . '' There is a small icon of a telephone .

ON SAM He carefully puts down the wooden figure and the exacto blade - stands and leaves the Rec Room .

Sam sits at the comms unit watching a message from his superiors , OVERMEYERS and THOMPSON , a purposeful looking woman in charge and her earnest second . The two talk RAPIDLY and trade off like a tag team . At times their tone can be almost bizarrely whimsical . Overmeyers and Thompson seem to have known Sam for a while , but even so , there is a practised casualness to the repartee . It 's a professional friendliness on Overmeyers part , no more and for Thompson it 's merely an eagerness to be involved .Sam curses to himself .Sam shuts off the message before Overmeyers can pipe out his last line . Sam sits before the dead screen - eyes closed - taking a succession of DEEP BREATHS .

According to Albatross 90 it should be landing off the California Coast within the next three days.

Now in response to your question about the communications equipment, the news is not good.

Sam, those solar storms did a lot more damage than initially thought -

Fixing the lunar sat is going to take some time. It's a significant operation.

Even the coffee machine down in the Hub has been broken since I do n't know when -

We have to go to Genesis 3 just to get a decent cup of coffee, Sam. Genesis 3. That's three buildings over.

We're hoping to get the live feed up and running by the Fall. The good news is you'll be home by then, Sam.

We do n't want you to take any unnecessary risks. You're too important to us.

We're going to send a Rescue Unit to tend to the stalled harvester and get the base back on its feet.

They've been stationed on Goliath 19 for the last couple of months.

Eliza is bringing you something special, Sam. Compliments of the company.

No not a hooker. What's wrong with you? It's a little something to drink, Sam, that's all, our way of patting you on the back for all that you've been through.

Sam, we appreciate the offer, but you concentrate on feeling better.

The Jupiter Program had to be put on hiatus, so we've got a few free pairs of hands -

Eliza's been in transit for the last day. we expect them to reach you in approximately 14 hours.

Sam playing Ping - Pong . He has folded up the second half of the table and is using it as a wall . The sound is rapid and rhythmic : ca - cluck ca - cluck ca - cluck . Sam taking his FRUSTRATION out on the little white ball .

Sam stands before the toilet urinating . Rather ironically he is whistling I 'm Walking on Sunshine - focussed ahead at his reflection in the mirror - angling his face , admiring his haircut , his beard . Then he looks down to flush the toilet and his WHISTLING abruptly STOPS .

It looks like someone just poured a glass of CRANBERRY JUICE into the toilet bowl . Literally . The red urine clouding the water like a squirt of octopus ink . Yeah , Sam just pissed blood . There is a `` PING ! '' and Gerty 's voice crackles from the intercom .Sam reaches over and presses the INTERCOM BUTTON .And he flushes the toilet .

Sam sitting before the monitor . He hits the `` PLAY '' button , begins watching the message . ON THE MONITOR : Tess is sitting in a living room talking to Sam . Tess has a sweet voice , she sounds grounded , like she 's got a head on her shoulders .A WOMAN , possibly a nanny or some form of hired help , swings a LITTLE GIRL into Tess 's arms . This is EVE , Sam and Tess 's daughter .Eve just stares . Tess whispers to her -LRB- `` Remember what we practiced '' , etc. -RRB- Finally Eve attempts :Tess laughs . So does Sam .Eve fidgets , rubs her nose , distracted .The Maid steps in , hoists Eve away . Tess waits until they 're out of earshot .A pause . Tess just stares into the camera . She is hundreds and thousands of miles away , but for a second it feels like she 's right there in the Comms Room with Sam . It 's intimate . She finally shakes her head , self - conscious , shy .And the message ends . ON SAM : smiling , on the brink of tears .

I got your last message, it was really great to hear your voice. I know you've been really lonely up there, but in a lot of ways it's been good for you, I think. I hope you do n't mind me saying that. I'm proud of you.

It's her birthday next month. I thought we'd get her a play house for the garden. We could even pick it out together.

God, I hate these things. Sam, I love you. I'm thinking of you always. I ca n't wait to see you, sweetheart. Okay. Bye.

He's kicking. or she's kicking. I'm certain he's a boy. I wish you could feel it.

I think we made the right choice, Sam. I really do. We need some time apart. We got stuck. That happens in marriages sometimes. It's nothing terrible.

Well listen, I love you lots - and we'll talk soon, okay? Bye Sam.

The Earth at night , illuminated by a glittering spider 's web of artificial lighting . From the Moon this is one of the most beautiful sights you 'll ever see .

Sam is in improved spirits . He pours himself a glass of juice as Gerty prepares dinner .It might be baby back ribs with french fries and spinach , but it 's made from a packet by adding hot water . Nasty . Sam sits down with the packet . Digs in with a fork .Sam eating ravenously .

Sam is in the Greenhouse pruning plants with a pair of secateurs . He treads up the aisles slowly , taking time with each of the plants . CLASSICAL MUSIC plays over the sound system , Brahms , Beethoven , Bartok , one of the B 's . Sam HUMS along to the music . A man at peace .

Sam is working on his wooden model of the town . Across the room the Ed Sullivan Show is on TV . Ed 's guest is a very young Goldie Hawn . Note : Whenever any TV is watched in the film , it is always a show from 1970 's America . -LRB- Mash , Six Million Dollar Man , Laugh - In , etc. -RRB- No explanation is given for this . Sam is half - watching the TV , but his focus is chiefly on the SMALL HOUSE he is carving . And carving beautifully . After a few seconds he stands and snaps off the TV with a remote . He crosses to the kitchen section of the Rec Room to make some tea . The water has just boiled . As Sam is about to pour the boiling water , tea kettle in hand , he glances across the Rec Room and sees : The Girl . She 's taken Sam 's chair before the model . She is motionless , staring down at the model like she recognizes one of the little figures walking the tiny streets . Sam calmly puts the tea kettle down and begins to move towards the Girl , slowly , cautiously , like he wants to sneak up on her . Sam walks right up to the Girl and reaches out his hand . SAM And then we CUT to Sam standing in the kitchen . Over by the model there is no sign of the Girl . The chair is empty . She 's gone . Her sitting there , Sam 's walk across the room - apparently he imagined it all . Sam looks down . The tea kettle is dangling at an angle and BOILING WATER is DRIBBLING onto his left hand . Simultaneously : Sam SNAPS his hand AWAY , Sam SCREAMS . The tea kettle CLATTERS to the floor . Sam HURRIES to the sink and jerks his hand under a stream of cold water . Cursing under his breath the whole time : `` Shit , piss , fuck . ''

Sam sits in a chair as Gerty tends to his scolded left hand . It 's a nasty burn .Gerty applies a translucent balm to the burn .A pause . Gerty is wrapping Sam 's hand with a bandage .Gerty has caught him out . Sam knows it .Gerty has hit the nail on the head , in a way that makes Sam feel a little uneasy . Is there something Gerty knows that Sam does n't ?

Sam asleep in bed . SAM 'S DREAM Sam making love to Tess . We remain very close to their bodies in bed . The background a blur . No sound . It 's all flesh and white sheets . Sensual , delicate , intense . We feel almost intrusive watching .

Sam wakes up and lunges across the bed to shut off his alarm clock . We notice a WHITE BANDAGE on the hand that he scolded . Afterwards : Sam lies back , watching the ceiling , groggy , reflective , still surfacing from his dream . And then OVER THIS : The sound from the opening of the film , THE TREADMILL , and we

Gerty is making breakfast . Sam enters , fresh from the shower .Gerty pops the radio on . Just another morning on Selene .

Sam sitting before The Old Man doing his daily log entry . A CLOCK is running on the monitor .Suddenly the monitor BLIPS - a BLAST of STATIC - and Sam SEES himself talking on the monitor . It appears to be a previous log entry .But bizarrely , the Sam talking on the monitor has long hair pulled back into a ponytail - and no beard - And then another BLIP - another BLAST of STATIC - and the screen turns completely BLACK . A single word begins to flash in the center of the screen : `` ERROR . '' The word flashes three times - before the screen returns to normal , the CLOCK running again . It all happened so quickly Sam wonders if he did n't just imagine it . After an awkward pause he simply continues the original log entry .CLOSE UP - RED LIGHT Pulsing . Going `` ping - ping - ping . ''

Sam stands across the room with a mug of coffee , peers up at the Big Board , sees that the alarm belongs to Matthew . He crosses to the INTERCOM , speaks into it .

Sam at the wheel in his space suit , speeding towards the first of the Harvesters , known as MATTHEW . HARVESTER/MATTHEW As Sam gets closer to the Harvester , he suddenly sees something : The Girl . She is standing maybe a hundred yards away in her yellow dress , resembling a FLAME or a FLOWER in the barren and colorless landscape . She appears to be staring directly at Sam 's rover . SAM His face unfolding with panic , alarm , curiosity . An intense , yearning , curiosity . He drives closer . But like in a dream , Sam ca n't seem to make up any distance between the Rover and the Girl . He CRUSHES the accelerator peddle . For a moment Sam drives right alongside the Harvester , clouds of lunar dust being kicked up , cascading against the side window . But Sam is looking away from the Harvester , focussed on the Girl . ON SAM : He does n't notice Matthew -LRB- The Harvester -RRB- suddenly veer RIGHT , slamming into the side of the Rover and causing Sam to lose control . The steering wheel swings left and right as Sam desperately tries to STRAIGHTEN the path of the vehicle , but a split second later the Rover is FLIPPED like a matchbox , and SPUN into the path of the Harvester - a HIDEOUS SCREECH of MANGLED METAL - the Rover gobbled up by the front of the Harvester , DEVOURED . The Rover is JAMMED under the Harvester 's monstrous AXLE , resembling a crushed beer can in a fist - and with a BIG , BOOMING GROAN the Harvester slides to a STANDSTILL . WIDE SHOT : Silence . The Harvester stationary . The Rover caught beneath it . No sign of the Girl . BLACK . Silence . Hold it for five seconds and then A BLUR Eyelids fluttering , bright light , at first broken up , filtered , as if viewed through a Kaleidoscope . Slowly shapes and impressions begin to form and we know where we are . It 's the Infirmary .

A CLEAN SHAVEN and drugged - up Sam is sitting up in bed , propped with a pillow . Sam does n't have a scratch on his face , but has clearly been through a terrifying ordeal . Gerty is bedside .Sam looks bewildered - he desperately racks his brain , trying to locate the memory .Sam just stares back at Gerty , not so much as a flicker of recognition .A pause . Sam taking it all in . Eventually :Sam closes his eyes , sinking deeper into his pillow .

Sam asleep in bed . Gerty is scanning his head with a small instrument resembling a camcorder . There are READOUTS on a monitor showing blood flow , oxygen levels and glucose metabolism in the tissues of Sam 's brain .

LUKE , one of the Harvesters , crossing the lunar landscape at HALF SPEED .

Sam wakes up from an extended nap . He thrusts his fists into his eyes like a child , yawns ferociously .No sign of the robot . Sam is feeling well enough to walk . He swings his legs out of bed , begins to plod around the room . He is tentative at first , slow , as if walking is something he is having to learn from scratch . Eventually when he is moving fluidly he goes to the door and pokes his head out into the corridor .

Sam peers around . From another room he can hear the faint drone of VOICES . One of these voices belongs to Gerty . The other voices are deeper , faster , human .The voices continue . Intrigued , Sam PRESSES ON down the corridor . ON SAM As he walks up the corridor in the direction of the Comms Room . Sam is close enough now that he can actually hear the conversation . Sam arrives at the door of the Comms Room and peers in .

Gerty is installed at the Comms Unit . Thompson and Overmeyers are on the screen . The moment Gerty sees Sam he shuts off the monitor and the screen fizzes to black , Thompson and Overmeyers vanishing . Strange : Gerty appeared to have a live feed .Sam nods vaguely , turns around and heads back to the Infirmary slowly .

Sam watching TV - The Muppet Show , the `` Pigs in Space '' sketch - and eating dinner . He 's not laughing .

Sam hunched over the infirmary 's stainless steel wash basin giving himself a shave . He hits the razor on the side of the basin - tap tap tap - like a conductor with a baton .

Sam is seated at a table . Frankly he looks better now than he did before the accident . Perhaps it 's the rosy hue of his freshly shaven face . He certainly looks younger . A man revitalized , a man mended . Gerty is giving Sam something very similar to an IQ Test . Sam has just arranged a series of blocks into an L - shaped tower .Sam 's face taught with irritation . He is n't happy . Gerty gives him the next puzzle to solve . WE MOVE IN ON SAM 'S LEFT HAND as he takes the puzzle , the same hand he scolded in an earlier scene . The BANDAGE is GONE and the BURN appears to have completely HEALED .

Sam walking down the corridor in the direction of the Sleeping Quarters . He stops at a RED LIGHT on the corridor wall , beneath it the word , `` EXIT DOORS . '' He 's locked inside the base . Sam pulls a face , disgruntled , continues down the corridor .

Sam takes in the New York Jets poster on the wall and walks over to the bed - studies his lucky tambourine and the glass jar of lunar rock samples - like he 's trying to reacquaint himself with his own belongings . His eyes arrive on the red stress ball . Sam scoops up the ball and PITCHES it at the wall like he expects the thing to bounce back to him . The stress ball does n't bounce back , simply hits the wall with a dull THUD and DROPS to the FLOOR .

A desolation special . The blacker than black sky above . None of the ingredients of life . On Earth we have rainforests , and flowers , and birds . We have color . Up here we realize how lucky we are . The base is lit by large halogen comfort lights , alone in the lunar desert . This is a lunar night .

Sam sitting before The Old Man doing a few innocuous tasks , collecting readouts , slurping a cup of coffee . Gerty is within ear shot . Sam sees something that pulls him CLOSER to the monitor .Gerty approaches . Sam taps the screen .Sam gives Gerty a look . That 's not good .

Sam is recording a message for Central .Sam really frustrated now . He feels cooped up , stir crazy , idle .Sam sends the message .

Sam enters the Rec Room , looks around , his eyes settling on the model of the town . Sam sits down in front of the model , staring - he picks up the HOUSE he was carving earlier - studies it carefully .

Sam and Gerty are seated at the Comms Unit watching a video message from Central . Sam is holding a carved HOUSE , examining it as he listens to the video . The familiar faces of Overmeyers and Thompson on the screen , shoulder to shoulder , the two looking more like vultures right now than lizards .The message ends . Sam turns to Gerty , irate , the message as good as a kick in the balls .Sam stares at Gerty .Sam throws the half completed wood carving in his hand at the other end of the room , breaking it . He FLIES to his feet - growling with frustration - STORMS out of the room .

Sam asleep in bed . SAM 'S TROUBLED DREAM Sam and Tess making love . We remain very close to their bodies in bed . The background a blur . It 's the same dream we saw earlier . Something is different though . We drift past Sam and Tess , and under the sheets of the bed . Down between their entwined feet huddles a bearded , wide - eyed Sam , staring directly at us from under the sheets at the end of the bed !

Sam is quietly eating breakfast , lost in thought . Gerty puttering around in the background . The radio drones away .

Sam is seated at the Comms Unit watching a message from Tess . We assume this is an old message since Tess is heavily PREGNANT . Her slender hands are spread over her prodigious belly as she beams at the camera .A POP and Tess is gone - the monitor filled with STATIC . Sam sits staring into space . Tess ' message seems to have agitated him .He JUMPS from his chair and HEADS OUT of the Comms Room at pace .

Sam strides in - swipes a KNIFE from beside the wooden model - strides out again .

Sam glances left and right - making sure there 's no sign of Gerty - then begins to PRY open a VENT with the knife . Once the vent is removed he reaches deep inside and YANKS out a bundle of interwoven WIRES - Sam bends the wires around the BLADE of the knife - and CUTS . GAS ISSUES from the cut wires . An ALARM sounds . Sam hides the knife away , shouts down the corridor :Gerty comes out of the Monitoring Station and SHUTTLES down the corridor .The robot takes an inordinate amount of time to think this through . The syrupy gas distorts the light as it collects at Sam 's ankles . Gerty 's arms work away as they speedily repair the damage Sam has done . Finally :The `` Exit Doors '' LIGHT turns from RED to GREEN . For Sam this is like the BLAST of a STARTING PISTOL - he immediately takes off down the corridor -

Sam finds his space suit is gone , so grabs the spare suit and scrambles into it .

Two Rovers parked side by side . One of the parking bays is EMPTY . Sam stands before the empty bay for a moment - why is one of the Rovers missing ? If Sam suspected something was wrong before , he is certain of it now . He climbs into one of the two remaining Rovers .

Sam speeding along in the Rover . He has Matthew 's coordinates plugged into his Navigation System and is following a MAP on a small monitor .

Sam heading towards the stalled Harvester . It soon becomes apparent that there is something STUCK under the front of the Harvester 's AXLE . A second later it is apparent what that something is : inevitably , it 's the MISSING ROVER . Sam slows his Rover down , approaching the scene with CAUTION . He parks a few feet away from the wreck and opens the door of his Rover , stepping outside gingerly . ONE SIXTH GRAVITY is like walking on a trampoline . Sam takes long strides , bobbing over to the front of the Harvester to take a closer look , his boots leaving deep FOOTPRINTS in the lunar soil . THE FRONT OF THE HARVESTER The crashed Rover is exactly as we left it after the accident , mangled , crushed , captured beneath the trundles of the Harvester . Sam peers closer and sees that there is an UNCONSCIOUS MAN in a Lunar Industries space suit trapped inside . Sam ca n't see the man 's face - he has his back to Sam , his body sprawled across the passenger seat like he 's searching for loose change on the floor of the vehicle . With great effort Sam manages to prize the Rover 's door open . He reaches inside and begins to pull the man out - Sam 's sheer ADRENALINE giving him the strength of a YETI . Sam DRAGS the unconscious man away from the crashed Rover , his body leaving a big TRACK MARK in the gray soil . Sam takes a second to catch his breath , then leans down and turns the unconscious man onto his back . He BRUSHES DUST from the glass of the man 's HELMET , leans down even closer . CLOSE UP - THE MAN Through his helmet we see a BLOODY and BEARDED SAM . Sam as we remember him . The Sam from the opening twenty minutes of the film . Sam 's face as the PANIC , the ALARM , the SHOCK , the REALIZATION hit him like a wrecking ball : this man he has just pulled out of the crashed Rover is himself . WIDE SHOT - THE STALLED HARVESTER Sam gathers his wits and manages to lift the unconscious Sam up over his shoulder , fireman 's lift style , taking him to the parked Rover .

Sam drives the Rover into the Dock , flies out and removes his space helmet , screaming :He reaches into the Rover , lifting out the unconscious Sam . He carries him in both arms , staggering across the dock - back arched , arms beginning to sag - and into the corridor .

Sam promptly collapses and DROPS the unconscious Sam onto the floor .Gerty approaches , gliding along his rail . Sam is freaking out big time , exhausted , panic - stricken , bewildered .A pause . Gerty literally seems lost for words .Sam SCOOPS the unconscious Sam up off the ground and lifts him towards the INFIRMARY - staggering - stumbling - going :Sounding like some deranged homeless man . Gerty gliding alongside him .

Lying in the Infirmary bed , propped on a pillow , is the first Sam , the bearded Sam , who we will now refer to as SAM 1 . He has a wicked black eye and a purple bruise on the right side of his face , looks like he was on the losing end of a brawl . He has a DRIP stuck in his arm and a tangle of WIRES attached to his bare chest . A MACHINE is BEEPING away . Gerty hovers over him , redressing the BANDAGE on Sam 1 's left hand , the one he scolded a while back .

Sam 1 's eyes pop open , he is awake , staring directly at Gerty .For a second this is playing out like the other Infirmary scene . A case of deja - vu . Sam 1 's eyes twitch as he catalogues through his memory . Yes he remembers the crash . He remembers something else , too .Just then Sam 1 notices the other Sam - the more current , clean - shaven Sam - who we will now refer to as SAM 2 . He is standing against the wall watching Sam 1 .Sam 1 continues to stare at Sam 2 , hardly believing his eyes .As he says this Sam 2 crosses slowly from one side of the room to the other , never taking his eyes off Sam 1 . It 's like Sam 2 is purposefully keeping his distance , reluctant , afraid even , to approach any closer . Meanwhile Sam 1 is beginning to look spooked .But Sam 1 knows exactly who it is . He 's seen that face every morning of his life in the bathroom mirror .Sam 2 wordlessly walks out of the room . Sam 1 's eyes shift to Gerty , the spooked expression yet to leave his face .

Gerty, what the hell is going on? Who is that guy in the Rec Room? Where did he come from? Why does he look like me?

I do n't understand what's happening, Gerty. I think I may be losing my mind.

Recovered alive? What do you mean? Why have n't you reported to central?

Listen, I wanted to say thank - you. If it was n't for you I'd still be out there in the crashed rover. You saved my life.

I do n't remember doing all of it. I remember when I did the church and the Salvation Army. And a few of the people. My mind's been acting kind of weird lately, though.

That's the Baskin & Robbins. And there's Tess and Eve. Do you know Tess?

You're the one who's lost the plot! I've been here for three years. I know every inch of this base. I know how many dust fibres are between those wall panels over there - why would they do that?!

We had a fight. Me and the other guy, the other Sam. We had a fight, Gerty. He's a maniac. You know what he did? He flipped the entire model over. Do you know how much work I've put into that thing?

He flies off the handle. I see it now. I see what Tess was talking about.

I've never told you this, Gerty, but she left me. Tess left me. For six months. She moved back in with her parents.

It was the year before I came in here. She gave me a second chance. I promised her I'd change.

Gerty, since I've been up here I've sent Tess over a hundred video messages. Where did those messages go? Did they ever reach her?

The communications equipment is damaged - there was a solar storm -

How are they blocking the live feed? The base's communications equipment works fine -

There is n't shit out here. I feel like I'm about to drive off the end of the world.

Whoever built these things meant business. They were n't fucking around.

January 12th, Lunar hour 8:32. All Harvesters running smoothly today. Readouts are as follows : Matthew, 12.7 miles ; Mark 11.9 miles.

We do n't go home. We're burned to death up there. Then the company wakes up a new one. Every three years. Like clock work.

I hacked into the Old Man. Actually, Gerty did. I saw footage. You're right, there have been other clones before us.

Gerty? Why did you help me? With the password? Does n't that go against your programming or something?

Remember that crazy drunk guy who used to hang out by the church?

He looked like Barbara Streisand. We used to hide his Bible when he passed out. Drove the guy nuts.

There's blood in everything. My urine. My vomit. I've got a constant headache. Dizzy spells.

The same thing happened to the other clones. I saw it when I hacked into the Old Man. After three years they all started to get sick. Now it's happening to me. Well, it's been happening for a while now. A couple of weeks.

Maybe we do n't live that long. Maybe we start to decompose or something.

What about us? Eliza arrives, finds you and me as the welcome party -

I'm coughing up blood, I'm as white as a ghost. I look like I belong in a graveyard. I meet Eve now, I'll scare the shit out of her more than anything else. D'you think she'll even come within ten feet of me, the way I look?

She's not! She's not. my daughter. At least, I'm not her father. Not to her.

I'll put myself in the Rover, I'll be the body - it was me to begin with anyway, right? You go back to Earth. You go back. You're healthy. You've got three years ahead of you. You stand a much better chance than I do. The other guy. Gerty can get him up to speed. he can be here to meet Eliza when they arrive.

She was so beautiful. Even if she was n't the best candidate, I just knew I had to give her the job. I thought she was so sweet.

Sam 1 hobbling along , in addition to his facial injuries he injured his knee in the crash and is walking with a slight LIMP . The camera TRACKING behind Sam 1 as he swings along and stops at

Sam 1 in the doorway , he peers in . Seated before the TV watching The Newlywed Game , Sam 2 . He turns from the TV and shares a LONG LOOK with Sam 1 . Finally :Sam 2 just nods . He turns back to the TV . Sam 1 continues on down the corridor .

Gerty is studying lunar rock samples through a microscope . Sam 1 enters .Sam 1 is perplexed , but not freaking out , not yet anyway .Sam 1 is officially FREAKING OUT now .A long pause . Sam 1 at the point of tears .Sam 1 merely nods at this , turning and plodding out of the room , seemingly in a DAZE .

Sam 1 comes out of the Monitoring Station , passes the Rec Room without looking in .

Sam 2 has taken over the room . The same belongings , of course , but there 's a different energy . For one thing it 's very untidy ; looks like the bedroom of an unruly teenager . Sam 1 stands in the doorway , taking it in . Wordlessly Sam 1 begins to tidy the room . He seems almost RELIEVED to be able to lose himself temporarily in this physical activity - making the bed , folding clothes , etc. .

Sam 2 has stopped watching TV and is now seated at a table playing solitaire . Sam 1 appears in the doorway . Sam 2 looks up . The energy bristling with tension .Sam 2 does n't answer , goes back to his cards . Sam 1 enters with CAUTION , takes a seat across the room , purposefully keeping his distance .Sam 1 nods . A beat .Sam 2 slapping down cards . Sam 1 desperately attempts to put together a coherent thought .For a second we do n't think Sam 2 is going to respond . Then :A beat .

The company ordered Gerty to lock all the exits. I have n't been able to do anything for seven days but sit on my ass.

Slowed them down to half speed, apparently. And then when I finally trick Gerty into letting me outside I find a clone of myself in a crashed rover. How am I getting on? Oh I'm loving it.

How much did she weigh? Is n't that what you're supposed to ask, how much did she weigh?

To fix the stalled harvester. They did n't think I was up to it.

What, you think Tess is back home waiting for you? What about the original Sam?

You said that thing had already been started when you got here. Well, who started it?

There might be other clones up here right now. Think about it. How did I get here so quickly after your crash? They did n't ship me in from Central, there was n't time. I must have come from the base.

Look. It's a company, right? They have investors, shareholders - shit like that. What's cheaper? Spending time and money training new personnel or just have a couple of spares here to do the job. If they make it through their contract, great. If they do n't, hallelujah! No contract completion fees, no retirement package. Just thaw out the spare, and keep the profits rolling in. It's the far side of the Moon, Sam! The tight fuck's have n't even fixed our communications satellite.

Do you really think they give a shit about us? They're laughing all the way to the bank!

No it's not okay. I fucked up Fairfield - your model - that's unacceptable. I do n't know what's wrong with me.

I've been thinking. That Rescue Unit - Eliza - they'll be here in less than fourteen hours. I do n't know about you but I'd like to figure out where we stand before they get here.

Ostensibly they're coming to deal with the stalled harvester. We both know that is n't true.

They're coming to dig your body out of that rover. They think you're in there.

What'll their reaction be when they find out you survived the crash? I was n't supposed to find you. Lunar instructed Gerty to lock me inside the base for Christ's sake.

Right around the time I was awakened. I walked in on Gerty talking to Central. He was having a live conversation.

No no no, it is possible. It's possible because I saw it, that's my point.

It was a back and forth exchange. And I saw Thompson and Overmeyers up on the monitor. I was supposed to be asleep in the Infirmary. The moment I walked into the comms room Gerty terminated the transmission. Now I was a little drugged up, granted, but I did n't imagine it.

Lunar made it up. Maybe. I do n't know. Bottom line is they do n't want us to be able to contact Earth. Otherwise why would they have lied to us?

I can just make out the top. Must be a hundred feet tall at least. It's huge!

No wonder we ca n't get a live feed. These things must be blocking our signal.

I'll stay out here a little longer. I want to see if there are any more of these things.

I saw three more of those jammers. The base is surrounded. I printed out their coordinates -

If that Rescue Unit finds the two of us awake at the same time, they'll kill us both for sure.

Listen, I realize I've been less than cooperative. But I want to change that. You and me, we need to work together. And that starts with not keeping secrets from each other.

Why do n't you lie down for a while? Take some tranqs. Get some sleep.

The hidden room under the Return Vehicle, Gerty. You know what I'm talking about. We found it on our own. Lunar does n't know anything about it.

Ordinarily, Gerty, but what with there being two of us awake at the same time, and what with the situation being unprecedented, the rules have had to change. Do you understand?

If we do n't wake up another clone me and the other Sam will die. We'll die, Gerty. Do you understand?

He's not conscious yet. Gerty and I only woke him up a few hours ago.

When the Rescue Unit arrives they'll expect to find a body in the crashed Rover, right?

Someone's got to pull the short straw here, better someone who's unconscious than you or me.

If we go through with this, I'm going to need your help hauling him out to the crash site.

They're not going to find you and me as the welcome party, they're going to find me. You're going to blast back to Earth before they get here in one of the Helium 3 containers.

You've done your three years. I ca n't expect you to stick around. Maybe you can meet Eve in person.

I saw the message on the VP. Eve is beautiful. She looks like her mom.

Jane died of cancer. I mean, it was in the family. Who knows? Or maybe it was an accident? Could have been a million things.

Sam Bell reporting to Central. 19:14 Pacific Time. Lunar Day 14.

Evening Overmeyers, evening Thompson! According to the Old Man Rescue Unit Eliza will be here in just over three hours. Not a moment too soon! I never thought I'd say this, but I want to get out there, I want to work. I feel like a kid who's been grounded. Looking forward to Eliza straightening everything out and things getting back to normal around here. Well. that's it. I'll let you know how it goes. Over and out, gentlemen.

We need to do it. We need to do it now. He'll be conscious any minute.

What are you talking about? She's your daughter, man! She's not going to care what you.

This is wrong. What are we supposed to do? Sit around here and wait to die? Fuck that!

Screw that! I'll go! And I'm going to find this asshole, Sam Bell, and ask him why the hell he put us through this shit!

I'll be careful. I'll keep Eve out of it. She wont even know I exist.

If all our memories are implants, no disrespect, but I think its about time I got some of my own, as well.

She was going back to San Francisco. You knew you had to take a chance. So you called her. You were terrified and wrote that whole speech for her answer machine -.

But I did n't need it because Tess answered the phone. And I could tell in her voice as we talked, she was thinking. `` Why has Sam called me?'' `` The internship's over, why's he called me at home?'' And then I asked her if she was going to Adrian Fiddle's barbecue and.

That's when I knew she liked me. Because she did n't want to talk to anyone else! She'd get up, get some potato salad, go to the bathroom, but she'd always come back. And then we kissed. On the steps in front of her apartment building.

Thanks for all your help, Gerty. I wish I could say I was going to miss you, buddy, but to be honest, I ca n't wait to get away from here.

The two Sam 's are inspecting plants .Sam 2 hesitates , eventually shakes Sam 1 's hand . Meanwhile Sam 1 is staring at his clone , astonished .This final line intended as a kind of truce .

Sam 1 and Sam 2 are folding the Ping - Pong table down so they can have a real game . PING - PONG The two Sams playing Ping - Pong . It 's slightly competitive , but mainly they are just happy to take their minds off their situation for half an hour .Sam 2 slaps his paddle on his thigh , his temper creeping up on him . He catches Sam 's eye . Gets a grip . Sam 1 is a better player than Sam 2 . He 's been up here longer . He 's had more practice .

After the game , the two Sams are sprawled in their seats , sweaty , flushed , energized . They sit before the model of the town .The mention of their wife has stopped the conversation in its tracks . Sam 2 immediately drops into deep melancholy .It is obvious from Sam 2 's expression that he does n't .Sam 1 nods .Sam 2 does n't know what to do with the news : on the one hand he is jubilant , on the other he 's a clone , the baby technically is n't even his . All of a sudden there is a `` PING ! '' From the Intercom speaker :Sam 1 and Sam 2 share a look , then together SPRING from their chairs .

Sam 1 and Sam 2 seated before the Comms Unit . Sam 1 hits the `` Play '' button . Overmeyers and Thompson appear on the screen .A SHOT/STILL PHOTO of Rescue Unit ELIZA . A meaner group of sons - of - bitches you have never seen . These guys make the rescue team from Apocalypse Now look like The New Kids on the Block .Now back on Overmeyers and Thompson .And the screen pops to black . A pause . For a moment there is silence , neither of the Sams knowing how to react - going by the message Thompson and Overmeyers do n't know anything about there being two Sams on the base now .Sam 2 gives Sam 1 a perplexed look .Sam 2 is shaking his head slowly .At once Sam 1 and Sam 2 ROCKET to their feet - right in each others faces , on the BRINK of BLOWS .Sam 1 turns around , heads out of the room . Sam 2 STORMS after him , TALKING the whole time -Gerty shuttles along after them .

Sam 1 presses down the corridor , Sam 2 tailing right behind him .Sam 1 , stress ball pumping away in his hand , spots Gety and angrily faces him .Gerty does n't know which way to look .Sam 1 ducks in the Rec Room , Sam 2 in tow .

Sam 1 takes his old seat before the model . Sam 2 stands over him .`` Other clones ? '' Sam 1 just stares back .Sam 1 shakes his head dismissively , picks up the wooden house , starts whittling . Meanwhile Sam 2 has left the room .

Sam 2 in the Monitoring Station checking wall panels , reaching his hand inside cubbies and feeling around deep inside , SEARCHING .

Sam 2 moving along the corridor , pressing his ear against panels , tapping with his finger -

Sam 2 RAMPAGES through the Sleeping Quarters , pushes the bed aside , lifts the mattress , goes tearing through a closet , ripping clothes from hangers , checks the back panel .

Sam 2 has come full circle . He shifts the ping pong table , goes through cabinets in the kitchen , feels inside - Sam 1 half - whittling , half - watching .Finally Sam 2 arrives before the model .Sam 1 stands , keeps his ground .Sam 1 is still holding the knife . Though he 's not about to use it , both Sams are aware that it 's there . Suddenly Sam 2 LUNGES for the knife ; an INTENSE STRUGGLE ensues - TEETH CLENCHED , sputtering BREATHS - the two Sams less clones right now than ANIMALS . Sam 2 is able to loosen Sam 1 's grip on the knife - flinging the weapon across the room - and SWINGS Sam 1 up against the wall . Now Sam 2 turns to face the model . Using BOTH HANDS he lifts the model up HIGH over his HEAD and PUSHES the entire thing UPSIDE DOWN . A massive CRASH . There is nothing there but the bare table . Sam 1 comes up behind Sam 2 with his nose SPEWING BLOOD , wraps both arms around Sam 2 's neck . Sam 2 elbows him in the ribs - a quick , controlled jab - SPINS around , manages to secure Sam 1 in an arm lock . But suddenly there is no struggle coming from Sam 1 : he 's stopped fighting . Sam 2 removes him from the headlock - notices his arm is SMUDGED with Sam 1 's BLOOD -Sam 1 has remained bent over , like he 's cast in stone , blood RAINING from his face and POOLING at his feet thick and fast . Sam 2 just staring , as freaked as he is baffled .Now he tries to help Sam 1 .Sam 1 tears away from him . He looks up , his face a MESS of blood - the WHITES of his eyes unnaturally bright , shouts :Sam 1 holds his face with his outstretched hand , as if holding it in place - STUMBLES from the room - leaking BLOOD the whole way . A concerned Sam 2 watches him go .

Sam 1 spills in and locks the door . He RAPIDLY turns on the faucet and cups his hand to transfer water up to his face - this going on for a few seconds . MIRROR Sam 1 stares at his reflection in the mirror , holding a MOUND of TOILET PAPER against his NOSE . The blood flow has subsided Suddenly Sam 1 sees the GIRL in the mirror . It gives him a hell of a FRIGHT . The Girl remains in the mirror looking at Sam 1 . A neutral expression , impassive . Sam 1 takes a deep breath , lowers the toilet paper from his nose .No answer .Sam 1 swings around to confront the Girl . but she 's not there , she 's vanished . Her reflection has vanished from the mirror also .

Sam 2 snaps on the TV with the remote , starts watching Laugh - In , turns , sees Sam 1 wander by in the corridor . Sam 2 considers calling out to him , opts against it , gives the TV his full attention .

Gerty is stationed at the Old Man collecting data . Sam 1 enters .Sam 1 sits . A pause . Gerty turns from the monitor , faces of with an EXHAUSTED and DRAINED Sam 1 .A beat .A pause .A long pause . Finally Gerty repeats :Sam 1 nods at this . He 's broken - hearted . He begins to leave .Sam 1 exits .

Sam 1 enters the sleeping quarters - straightens the bed and lies down . He picks up the picture of the pregnant TESS , stares at it long and hard .

The TV is off . Sam 2 is sitting , arms folded , entrenched in GLOOM . Sam 1 enters and heads for the kitchen , prepares himself a snack . Sam 2 is aware that Sam 1 is there , but keeps his eyes focussed forward , as immobile as a statue . Eventually Sam 1 tentatively comes over .Sam 1 does get it . He smiles to be polite , sits .A beat .A pause .A pause . Sam 1 thinking it over .Sam 2 feels himself losing his temper a little here . He reigns himself in .A pause . Sam 1 staring forward , concentrating . Sam 2 concentrating on Sam 1 .As if reading each others minds , the two Sams ' heads turn to the window - a slow , perfectly synchronized movement . The lunar landscape , as black and vast as ever . The view almost cruel in its emptiness . It 's not giving them any answers , not yet .

Sam 1 speeding along in one of the Rovers . He wears his space suit and resembles a cosmic racing driver - shifts up a gear , the vehicle flirting with peak speed . He flies past one of the Harvesters , speaks through a microphone inside his helmet .All of this against the ROAR of the Rover 's engine .

Driving away from base in a different direction , Sam 2 . He also wears a space suit . He also guns the engine . He also has a microphone inside his helmet . The two clones are able to talk back and forth with no delay .We INTERCUT between the two Sams in their Rovers .ANOTHER ANGLE - SECOND ROVER Viewed from far away , the Rover 's speed less impressive from a distance .

As the Sams continue to drive .Through the glass of Sam 1 's helmet we see his FACE suddenly SHIFT .Sam 1 squints and leans closer towards the windshield , like he 's trying to decipher a road sign -SAM 1 'S POV About a hundred feet away - appearing from thin air - a massive metal pole stretches up into the black sky .Sam 1 getting closer .Sam 2 is indeed approaching something similar . Sam 1 stops his Rover about twenty feet from the Jammer . He opens the Rover 's door and steps out to take a closer look . WIDE SHOT - SAM 1/ROVER Taking in the Jammer and the adjacent Rover . Sam 1 loping towards the Jammer , seemingly in slow motion . The JAMMER is GIGANTIC - An intimidating , stark pole stabbed into the lunar landscape , like the worlds biggest caber . Next to it Sam 1 is tiny , a white dot , as insignificant as a pin prick . Sam 1 and Sam 2 We cut back and forth between the two Sams as they both investigate the separate but identical - looking Jammers .Their voices ENERGIZED - they are excited to have made this discovery - they are n't dealing with the negatives yet .Suddenly Sam 1 doubles over . He vomits thick , viscous blood and sick into his helmet . Revolting . The noise is AUDIBLE over the microphone .No answer from Sam 1 . He COLLAPSES backwards onto the ground . His chest LURCHES like he 's been punched at from the inside - he spins over onto his front -Sam 1 manages to climb to his feet - heads slowly back to the Rover - he dips in , closes the door .Sam 1 pulls a U - turn and begins his journey back to base . Sam 2 remains out by his Jammer , investigating further .

Sam 1 at the wheel . He has pulled his helmet off within the safe pocket of the rovers cabin . He 's a grizzly mess of splashed sick and blood all over his face and chest . Sam 1 screams out with confusion , frustration , terror .He seizes the steering wheel , shakes it FIERCELY - beginning to really LOSE IT -

Sam 1 drives his Rover into the Dock - not with his customary precision - parks at an angle , grazes the wall . The Rover 's door JERKS opens and Sam 1 steps out unsteadily , his face visibly PALE through the glass of his helmet . He STAGGERS across the dock - does n't even close the Rover 's door behind him - heads into the corridor .

Sam 1 goes swerving up the corridor like a drunkard - BANGING into walls - he finally reaches the bathroom and ducks in -

Sam 1 sinks to his knees before the toilet bowl . With great effort he is able to remove his helmet , placing it on the floor next to him . He stares into the toilet . For a moment all is calm . The gentle `` ping - ping - ping '' of a computer somewhere inside the base . Sam breathing steadily . Spots of sweat on his upper lip . And then he VOMITS . He vomits LOUD , he vomits VIOLENTLY . His whole body THRUSTS forward in the process , taught , tense , like a dog being YANKED on a CHAIN . Sam 1 vomits again . And again . And again . And stops . ANGLE FROM ABOVE - SAM 1 Sam 1 's vomit is DARK RED - he 's thrown up BLOOD - but that 's not all - we can clearly see two or three TEETH floating in the vomit - THE MIRROR Sam 1 stands , moves to the mirror , opening his mouth wide to look for the missing teeth - he uses his thumbs , shows his gums - revealing : yes , he 's lost at least a couple of teeth . He flushes the toilet .

Sam 2 driving along in his Rover . He comes across another one of these JAMMERS . He drives right up , ducks down , peering up through the windshield - this new Jammer is as tall as the others , in fact , it is identical in every way . How many of these things are there ? Sam 2 circles the Jammer in the Rover , drives on .

Sam 1 enters and sits down at The Old Man . Frantically he starts typing in numbers . An array of Log Entries appear ON THE SCREEN . Sam watches one of them .These are just his log entries . What 's he looking for ? Sam 1 starts scrolling BACK through the log entries , like he 's REWINDING chapters on a DVD , showing himself at various stages of his time on Selene - his beard essentially growing in REVERSE as the messages stretch further back - eventually Sam 1 is clean shaven -Sam 1 keeps typing in numbers . ON THE SCREEN : `` RESTRICTED . PASSWORD REQUIRED . '' No go . He tries to hack his way in , but is having no luck . One of Gerty 's long spindly ARMS slides into the room . Sam backs away from the intimidating piece of machinery , but it stops within reach of the computer . Sam 1 watches as the arm reaches forward and taps the password in for him . It leaves the room the way it came in . Sam 1 continues to go further and further back - and suddenly he POPS up on the screen again - or is it him ? - this Sam up on the screen has stubble - no beard - and looks seriously ILL - He is barely able to talk - in fact he 's SLURRING -The SEQUENCE becomes a FAST - PACED and NIGHTMARISH MONTAGE - continuing to BACKTRACK through the log entries - showing yet more SAMS - one has a MOUSTACHE - one has a SHAVED HEAD - one has grown out his hair and has a PONY TAIL , we 've seen this particular Sam before in an earlier scene . But all the Sams have one thing in common : towards the latter end of their log entries they all appear to be in very bad physical shape -Sam 1 searches even DEEPER into the COMPUTER and uncovers yet more footage . We see the others Sams returning to Earth - yet they do n't seem to go anywhere - when they blast off the RETURN VEHICLE remains in its bay - Sam 1 views different Sams blasting back to earth in the return vehicle - always with the same result - the return vehicle remaining in its bay , the Sams seemingly VANISHING . In one particularly GRAINY SEQUENCE Sam 1 views Gerty opening the lid to the cryo pod in the return vehicle and beginning to VACUUM what appears to be DUST or DEBRIS - Sam 1 understands now that the Return Vehicle is not a spacecraft , but some kind of INCINERATOR .

Sam 1 heads into the Return Vehicle . Its dominated by the cryo pod , used to hold astronauts in a state of cryogenic sleep on their way back to Earth . Sam 1 pops open the lid and starts frantically searching the chamber for TRACES of the previous Sams , eventually finding particles of DUST in the cracks - He closes the lid . A video showing a TECHNICIAN in a white lab coat begins to play on a screen aimed at the glass lid of the pod . It 's mute , but we can hear a tinny version of the audio coming from the cryo pod . Sam 1 pushes a button on the monitor and we hear the audio properly .Relaxing music begins to play . After a moment the music stops . There is a pause . Then an almighty pulse of light from the cryo pod . This is how Sams past have met their end . Nuked to ash like microwave meals in the cryo pod . Sam 1 inspects the controls of the spacecraft to see if it really is a vehicle - in the process of his search he finds himself down on his knees checking out the wiring . Suddenly Sam 1 's attention is on the floor BENEATH HIM . He appears to be kneeling on some kind of PANEL - like a tablet in the return vehicle 's floor - he presses his ear against the panel - KNOCKS - The panel sounds HOLLOW . CUBBY Sam 1 opens a cubby , swipes something similar to a CROW BAR , heads out of the frame - RETURN VEHICLE Back in the Return Vehicle , Sam 1 stands over the panel in the floor . He uses the CROW BAR to prize the panel open - this takes an extraordinary effort - the panel eventually LIFTING like a manhole cover . Sam 1 ca n't believe his eyes . At the top of the OPEN PANEL , leading down into darkness . there 's A LADDER .

relax and breathe deeply. The cryo pod is designed to put you into a deep sleep for the duration of your three day return journey back to Earth. As you begin to get sleepy, think about the magnificent job you've done, and how proud your family are of what you've accomplished.

Sam 2 returns from his tour of the perimeter of the base ; pulls up alongside Sam 1 's Rover , having to compensate for his clone 's poor parking job .

Sam 2 exits the Parking Bay and removes his helmet . Down the corridor he sees Sam 1 standing outside the Return Vehicle : facing him , waiting .Sam 2 begins to remove a piece of paper from his pocket , but suddenly stops . He can tell by Sam 1 's expression that something has happened .

Standing over the Open Panel , an anxious Sam 1 and Sam 2 stare down .Sam 1 wordlessly takes the lead , crouching slightly to seize the ladder and twist his body down into the hole . He begins to DESCEND . When he is roughly half way down Sam 2 follows .

Sam 1 reaches the bottom of the ladder . He 's in a dark room , a kind of CHAMBER - if NASA did crypts , it would look like this . The only light source right now is the coming from the Return Vehicle up above . Sam 2 hops down beside Sam 1 , squints into the darkness .Both Sams FUMBLE along opposing walls - Sam 1 eventually finding a SWITCH , snaps it on . An array of overhead fluorescent bulbs begin to STUTTER and FLASH before ILLUMINATING the chamber completely - The two Sams can hardly believe their eyes : stretching back maybe fifty feet are rows and rows of PODS - like upright glass coffins - and standing inside each pod , an as - of - yet UNAWAKENED CLONE . It 's like an ENTIRE ARMY of Sam Bells . Spooky as hell . For a few moments Sam 1 and 2 are too stunned to speak . They walk to the end of the chamber and back again , looking at each clone one at a time - all the clones are bare chested and wear some kind of white cloth to cover their genitals , like a diaper . Of course they all look the same , that 's why they 're clones , but this piece of scientific wizardry is mind - boggling to Sam 1 and 2 - they MARVEL at how each of the clones is identical in every way , and down to the minutest of details - same length of hair , same skin tone , same fingernails -Sam 2 reacts with appropriate shock .Sam 2 absorbing this . Then :A pause .Sam 1 does n't respond , he 's in his own world .All of a sudden Sam 1 makes a beeline for the ladder , starts heading back up .

Sam 1 is digging in drawers , removes some equipment , some wires ; a radio , a small machine called a VIDEO PHONE , referred to as a VP . He is watched by Gerty .Gerty begins to slide out of the room . Sam calls after him .Gerty leaves . Sam 1 goes on picking up equipment , shoves it all into a backpack he swiped from a peg . Now Sam 2 appears in the doorway .Sam 1 brushes by Sam 2 on his way out .

Sam 1 marches up to his Rover , tosses in the backpack and dips inside without his helmet , closes the door and backs out into the black day .

Sam 1 at the wheel , flooring the Rover - he looks possessed , determined - a man on a mission - WIDE SHOT Sam 's Rover approaches one of the many Jammers that we now know circle the perimeter of the base . Sam 1 stops the Rover on the other side of the Jammer . Here , outside the range of the Jammers , he figures he might be able to get a signal through to Earth . ON SAM as he removes his equipment from the backpack and starts to uncoil wires - inserts a small BATTERY PACK onto the back of the VP , sits the VP on his lap . The VP resembles a Play Station Portable with its small but nonetheless high - quality screen . Sam is n't sure who to contact at first . finally he enters some numbers from memory . The VP shaking in his hands . He is nervous , scared . He disables the video mode on his end , so he is only sending audio . A moment of silence . The VP seems dead .Then the VP BEEPS - the monitor BLIPS - the message seems to have gone through . And suddenly a GIRL appears on the screen . Sam 1 ca n't believe it . It 's the same Girl from his hallucinations . Same wheat - colored hair . Same freckles dotting her cheek bones . Same yellow dress . The moment Sam 1 sees the Girl he thinks - naturally - that he 's imagining things again . But then she speaks :That 's never happened before . Sam 1 finally manages to respond :The conversation has a very slight delay , maybe a second or two , and the Girl is n't completely clear on the monitor . We assume that these minor technical glitches are the same on the Girl 's end . The Girl is sweet , chirpy - nothing like the haunting , ghost - like figure from Sam 1 's hallucinations .The girl 's expression shifts - now somewhere between melancholy and curiosity -Sam 1 GASPS . He literally gasps . Like someone just plunged a paring knife into his belly .The girl just stares .And astonishingly , the news of Tess 's death actually takes a back seat as Sam 1 is forced to confront this new revelation . The girl is EVE BELL . Sam 1 is talking to his DAUGHTER . Sam 1 tilts his head , a smile twitches on his face .Sam 1 ca n't believe it . She 's beautiful . She 's beautiful .A moment . Eve looking more closely , trying to decipher Sam 1 's face . Tears glistening in his eyes .For a second Eve is embarrassed - she blushes slightly - but is still pulled in , intrigued .Now Eve is beginning to look spooked . She turns away from the screen and calls to someone in another room :And then we hear a voice . Sam 's voice .Sam 's voice sounds CLOSER , more SUCCINCT , as he comes into the room - but we do n't see him yet - he sounds , OLDER .Sam 1 hurriedly shuts off the VP . He sits there in the Rover , on the Moon , the middle of nowhere - hundreds and thousands of miles from Earth - Sam 1 has never felt more alone than he does right now .

The Rover viewed from outside . We ca n't hear a thing . Just the endless and unrelenting MOON SILENCE . Inside the Rover we are able to make out Sam 1 , quivering at the wheel as he sobs .

CLOSE UP - THE OLD MAN The `` ping - ping - ping '' of an alarm . Appearing on The Old Man 's monitor : `` RESCUE UNIT ELIZA : ARRIVAL TIME , 12 HOURS and 22 MINUTES . ''

Sam 2 is sitting before the model . He 's flipped it back over and returned it to the table top . Now he is attempting to fix some of the demolished pieces . At this moment he 's gluing the spire back on the church . Sam 2 hears a sound from the corridor . Moments later Sam 1 appears in the doorway wearing the backpack . Sam 1 is beginning to look alarmingly ILL. . His depleting health has been evident throughout the film , but now it seems to have jumped to a new level . He watches Sam 2 for a little while .Sam 2 shifts over to give Sam 1 the adjacent chair . Sam 1 walks over , sits down . Together they work on gluing the church back together .Sam 2 nods , remembering . A pause .Sam 2 nods . Sam 1 picks up a block of wood , grabs an exacto blade . Demonstrates .Sam 2 is n't kidding . Though he is carving the block of wood , Sam 1 ca n't keep it steady .Sam 1 hands the wood and exacto blade to Sam 2 . Sam 2 attempts to whittle . He smiles , a little embarrassed .Suddenly Sam 1 turns around and has a vicious coughing fit . It actually seems to propel Sam 1 out of his chair and up onto his feet . Sam 2 watches with concern . Eventually the coughing subsides .Sam 1 averts his gaze .Sam 1 tells the truth .Sam 2 stares back at him .Suddenly Sam 1 closes his eyes - SWAYS - looks like he 's going to pass out .Sam 2 stands and moves to Sam 1 . Holds him up , checks his temperature .Sam 1 manages a nod . Sam 2 hooks his arm around Sam 1 's shoulder , helps him from the room .

Sam 2 deposits Sam 1 onto the bed . He removes Sam 1 's backpack , eases a pillow under his head . Sam 1 is instantly asleep . Sam 2 pulls the comforter over him . Sam 2 begins to leave the room , sees Sam 1 's backpack on the floor , the VP sticking out of it . Curious , Sam 2 grabs the VP . FLASHING on the VP 's SCREEN : `` Last Transmission : 15:14 pm . ''

Sam 2 enters the Rec Room and shuts the door . He moves to one of the tables and sits down , POPS on the VP . ON THE VP MONITOR we begin to re - watch the conversation between Eve Bell and Sam 1 . Obviously we are only seeing Eve 's face on the screen , but WE HEAR Sam 1 's voice in the background .Sam 2 and Sam 1 have exactly the same reaction at the same time .I 'm her daughter . A couple of days ago Sam 2 did n't know he had a daughter , and now he 's seeing her as a teenager , a young woman . He is stunned . Sam 2 continues to watch the message but we

Gerty is just continuing with his tasks like nothing is happening . Right now he 's STACKING ready - meals and miscellaneous lunar snacks into neat columns . Sam 2 walks up .A long pause . Then :A beat .A beat .Sam 2 waits for a response . And waits .

CLOSE UP - THE OLD MAN The `` ping - ping - ping '' of an alarm . Appearing on The Old Man 's monitor : `` RESCUE UNIT ELIZA : ARRIVAL TIME , 6 HOURS and 19 MINUTES . ''

Sam 1 fast asleep in bed . SAM 1 'S DREAM A stretch of green grass dissected by a dirt path . A light breeze . Endless blue sky above . No clouds . No visible sun .

Back on the sleeping Sam 1 . Deep breaths . Eyelids twitching slightly . SAM 1 'S DREAM - CONTINUED In the distance , sitting beneath a tree on a blanket , we see TESS BELL . She is removing items from a picnic basket . Sam enters the frame , his back to the camera . He watches his wife for a few moments , maintaining his distance . Tess looks up and sees Sam . She lifts her hand , waves . ON SAM - IN THE DREAM Sam 's expression is blank at first , but then he smiles at Tess , waves back .

Sam 1 's eyes open slowly . He 's awake . Was his dream a memory ? A premonition ? Or was it simply made up ? ANOTHER ANGLE - SAM 1 A BLEARY Sam 1 yawns and stretches his arms over his head . He reaches across the bed and rips a couple of tissues from a box of Kleenex , blows his nose . Afterwards he checks the tissues : a thick RED GOO came out of his nose , the color and consistency of tomato purée . Yeah , gross . Sam 1 rolls out of bed , plants his feet on the ground . The base seems eerily quiet . Too quiet . Sam 1 stands and crosses to the door .

Sam 1 begins to walk left , down towards the Rec Room and the Monitoring Station , but hesitates - he turns the other way , towards the Infirmary , heads that way instead .

Lying in one of the Infirmary beds , eyes closed , a NETWORK of WIRES attached to his chest . Sam . We do n't know which Sam it is yet . He is clean shaven . He looks like any one of the clones down in the secret chamber ; then again he could just as easily be Sam 2 . And that 's what Sam 1 naturally assumes as he enters the Infirmary and sees him lying there . Sam 1 moves closer , curious , until he is standing right at the edge of the bed . Sam 1 reaches out his hand to wake him up when there is a voice from the doorway behind :Our suspicions are now confirmed . The Sam in the Infirmary bed is a new clone . We will call him SAM 3 .Sam 1 is not even remotely on the same page .Sam 2 puts his finger to his lips . Then :Sam 2 turns and leaves . Sam 1 follows slowly , one or two glances at the sleeping clone along the way .

We cut straight to the Rec Room and the conversation between Sam 1 and Sam 2 .Sam 2 nods .Sam 1 simply digesting the gravity of Sam 2 's plan .Sam 1 was n't expecting that .A beat .Sam 1 realizes that Sam 2 knows everything . There are no secrets between them now . They both absorb the impact of knowing Tess is dead . Finally :The two Sams sitting together , UNITED by their grief .

Shot of Selene from across the lunar plane . The base looks almost peaceful . No evidence of the DRAMA going on inside .

The two Sams are testing out the CARGO CONTAINER to see if their plan is going to work and Sam 1 can actually fit inside . These containers were designed to carry cannisters of Helium 3 , not to accommodate human beings . Sam 1 looks in increasingly bad shape . Blanket draped around his shoulders - gaunt , bobbing , shivering .Sam 1 hunches and slowly insinuates himself into the container - yes , he fits , but it 's tight , like really tight - Sam 1 can anticipate one hell of a stiff neck by the time he steps out onto terra firma .Sam 2 chuckles .With a HEAVE Sam 2 PULLS Sam 1 from the container .

Gerty is running tests on the unconscious Sam 3 . Sam 1 and Sam 2 stand on opposite sides of the room . Both clones seem uneasy . They ca n't look at each other . They ca n't look at Sam 3 . Their eyes roam every inch of the room just about before finally settling on Gerty . Regardless of Sam 3 being unconscious , are they really going to kill him ?

Sam 2 sits at the comms unit recording the message , a smile plastered on his face , as WIDE as it is FAKE .Sam 2 sends the message , his SMILE instantly COLLAPSING . He mutters under his breath :

Sam 1 is sitting on the edge of his bed holding the photograph of the pregnant Tess - staring with great concentration - almost penetrative - like he 's trying to will himself into the photograph . We find out what 's running through his head , cutting to : SAM 1 'S DREAM Sam 1 has gone back to his dream - or his vision - of Tess sitting on the picnic blanket beneath the tree . Sam and Tess continue to wave to one another . Sam has n't moved . Tess calls out :Suddenly we hear a voice .

Sam 2 is standing at the door . Sam 1 looks up at him .Sam 1 stares back at Sam 2 with defiance .Sam 2 is n't following .Sam 2 keeps quiet .Sam 1 seems to have it all figured out . Although Sam 2 should in some ways be relieved by Sam 1 's decision , he looks closer to distraught .Both Sams struggle to hold in their emotions ; Sam 1 morose , Sam 2 angry .Sam 1 looks concerned . Sam 2 reads his mind .Sam 1 smiles wearily , watching his old self .

Driving to the crash site . Sam 2 at the wheel , Sam 1 riding shotgun . Both men staring ahead in silence . MATTHEW Where all the trouble really started . Matthew , the stalled Harvester , with the crashed Rover still trapped beneath it . The crash site is beginning to resemble some old underwater shipwreck . The Rover enters the frame , beginning to slow down as it approaches the crash site . Sam 2 rolls the Rover to a standstill about ten feet from the front of the Harvester .

Sam 2 keeps the engine running as Sam 1 takes a handful of TRANQUILIZERS one by one , washing down each pill with a swig from a bottle of water . Afterwards : a long pause . The two Sams sitting side by side , staring across the bleak landscape . Neither of them wants to say good - bye particularly .Sam 2 is nodding away . Of course he remembers .Sam 1 has dropped off to sleep . The back and forth exchange is now essentially Sam 2 's monologue .Sam 2 finally turns and looks at Sam 1 . Sam 1 's head cocked to one side , eyes closed . Sam 2 lifts the helmet off Sam 1 's lap - carefully lowers the helmet onto Sam 1 's head .

Sam 2 LOPES towards the crashed rover holding Sam 1 in both arms like a bride . He places Sam 1 on the ground and PRIZES open the rover door - he slowly slides Sam 1 inside . Inside the Rover Sam 1 lies with his head jammed awkwardly against the passenger side door . At once he looks peaceful and wretchedly uncomfortable . Sam 2 can barely bring himself to look at Sam 1 . With both hands he FORCES the door CLOSED , pivots around and slowly BOBS back to his rover .

Sam 2 driving back to base . He has removed his helmet and is brushing tears from his eyes with his glove .

CLOSE UP - THE OLD MAN The `` ping - ping - ping '' of an alarm . Appearing on The Old Man 's monitor : `` RESCUE UNIT ELIZA : ARRIVAL TIME , 1 HOUR and 40 MINUTES . ''

Gerty is continuing to run tests on Sam 3 . Sam 2 enters . He carries the freighted exhaustion of a man who has just completed a long and difficult journey .Sam 2 leaves .

Sam 2 is loading OXYGEN CANISTERS into the CARGO CONTAINER in preparation for his trip back to Earth . Sam 2 working FAST , a sense of URGENCY . Eliza will be there in a mere 90 minutes ! It 's coming down to the wire . Gerty glides in as he works .Now Sam 2 loads food into the cargo container - moon snacks , rations , etc. . - and bottles of water . His final addition is a 5 kilo load of precious Helium3 ; A good 15 million dollars worth !Sam 2 straightens up , giving Gerty his full attention now . This is serious . It could ruin everything . The fact that Gerty has brought it up indicates that the robot 's loyalties lie ultimately with Sam .Sam 2 continues his work .

Sam 1 inside the crashed rover , resembling a wild animal pinned in a trap . He 's still breathing . SAM 1 'S DREAM Once again we see Tess beneath the tree sitting on the blanket . She looks over at Sam , continuing to wave .Sam begins to walk towards Tess .

Back on Sam 1 . The glass of his helmet is beginning to MIST with blood . Sam sees a sliver of the sun as he dawns on his side of the moon . He closes his eyes for the last time .

Sam 2 stands before Gerty .Gerty does n't respond . Sam 2 seems troubled . Sam 2 leans forward and activates the Memory Erase button . Gerty 's READOUT SCREEN begins to TWITCH and FLASH with RANDOM DATA - then slowly FADES TO BLACK . The Robot has been officially SHUT DOWN . Gerty just stands there . Completely still . As lifeless as a toy . Sam 2 heads out of the room at top speed .

Shot of LUKE , the third of the Harvesters , heading across the lunar plane .

Sam 2 pauses at the window . looking for Eliza . The Rescue Unit is so close Sam 2 might actually be able to pick out their spacecraft . And he can ! It 's tiny , but nevertheless it 's there - a metallic spacecraft , glinting like a jewel - and heading steadily towards the Moon . There is n't a moment to lose . Sam 2 swings around , heads for the CARGO CONTAINER . We remain inside the Monitoring Station as Sam 2 climbs inside the Cargo Container He readies himself . Says a little prayer and . he cant do it ! Cursing at himself and glancing at the time ticking away before Eliza lands , he jumps back out of the CARGO CONTAINER and runs back into the base .

Sam 2 sits down before the Old Man . Eliza 's imminent arrival causing increased STRESS and TENSION . Sam 2 takes out the piece of paper on which the COORDINATES of the Jammers are printed out . He starts to frantically type , altering the PATH of the HARVESTERS .

Mark trundling along at half - speed . The Harvester suddenly changes direction - veering sharply to the left and heading up over a steep slope .

Back on Sam 2 as he RAPIDLY types , makes an error , screams :Pounds the delete button , continuing to type coordinates into the Old Man - He 's done ! He leaps out of his chair and tears off through the base towards the cargo container .

As Eliza 's spacecraft sets its sights on Selene , we see the Cargo Container ROCKET through the sky in the opposite direction .

For a few moments all is quiet inside the base . The `` PING - PING - PING '' of the Old Man . The grinding GURGLE of a computer readout . This sequence echoes the tour at the very start of the film , but the base has a decidedly different feel to it now . It 's like an abandoned house .

CLOSE UP - THE OLD MAN On the monitor : `` RESCUE UNIT ELIZA : ARRIVED . ''

A box shaped spacecraft , all menace and angles , slowly DESCENDING towards the lunar surface .

Gerty sits lifeless . We hear the sounds of pressure doors opening . Unrecognized voices as the landing crew enters the base , calling for Sam . Gerty comes to life . His principal monitor POPS ON and his pincer - like HANDS begin to TWITCH . His READOUT SCREEN streams with DATA . Gerty 's head begins to swivel left and right - as if he 's awoken with a stiff neck - eventually he SEES Sam 3 , crosses to him . Just like that , Gerty continues his routine checks of Sam 3 - studying Sam 3 's heartbeat , his brain activity - the robot literally picking up where he left off . And then Sam 3 's eyes open . He is awake . He blinks at Gerty , cloudy , groggy .Sam 3 staring ahead , trying to dig up the memory .We hear heavy footsteps and voices closer now , just outside the infirmary .

A CLOSE UP of MARK as the Harvester churns along and SLAMS into an JAMMER with full force . The Jammer wobbles unsteadily from the IMPACT , before finally TOPPLING over , HAZING the air with lunar dust .

The Cargo Container BULLETING through space , fire blasting from its jets like the petals of an exotic flower .

Sam 2 is seriously cramped inside one of the Helium 3 containers , about as comfortable as a pony in a dog kennel , but nonetheless WHOOPING RAUCOUSLY at the sheer velocity of the container - as well as , and perhaps even more so , the fact that he has successfully escaped the base . He 's going home .

Sam 1 has stopped breathing . The sun shines on his face . SAM 'S DREAM Sam walks towards Tess . He sits down in front of her on the blanket . A beautiful picnic is spread out before them . Tess has never looked so radiant , so beautiful . Light from the sky pours into her upturned face .Sam just smiles back at her . She hands him a bottle of wine and a corkscrew . CAMERA PANS UPWARD - not a cloud in sight - but we are just able to pick out the chalky outline of the MOON , resembling a white thumb print in the blue sky . HOLD THIS shot of the Moon for a few seconds before we FADE TO BLACK .

On the Comms Unit monitor there is a BLAST of STATIC , followed by a FLASHING MESSAGE : `` LIVE FEED AVAILABLE . '' THE END

FROM BLACK , VOICES EMERGE -- We hear the actual recorded emergency calls made by World Trade Center office workers to police and fire departments after the planes struck on 9/11 , just before the buildings collapsed . TITLE OVER : SEPTEMBER 11 , 2001 We listen to fragments from a number of these calls ... starting with pleas for help , building to a panic , ending with the caller 's grim acceptance that help will not arrive , that the situation is hopeless , that they are about to die .CUT TO :TITLE OVER : TWO YEARS LATERThis is DANIEL STANTON , the CIA 's man in Islamabad - a big American , late 30 's , with a long , anarchical beard snaking down to his tattooed neck . He looks like a paramilitary hipster , a punk rocker with a Glock .His prisoner , AMMAR , stands on a decaying gym mat , surrounded by four GUARDS whose faces are covered in ski masks . Ammar looks down . Instantly : the guards rush Ammar , punching and kicking .Notably , one of the GUARDS wearing a ski mask does not take part in the beating .

If you do n't look at me when I talk to you, I hurt you. If you step off this mat, I hurt you. If you lie to me, I'm gon na hurt you. Now, Look at me.

Just off the plane from Washington, you're rocking your best suit for your first interrogation, and then you get this guy. It's not always this intense.

Just so you know, it's going to take awhile. He has to learn how helpless he is. Let's get a coffee.

You know, there's no shame if you wan na watch from the monitor.

Right now, this is about you coming to terms with your situation. It's you and me, bro. I want you to understand that I know you, that I've been studying you for a very long time. I could have had you killed Karachi. But I let you live so you and I could talk.

Life is n't always fair, my friend. Did you really think that when we got you, I'd be a nice fucking guy?

You and your uncle murdered three thousand innocent people. I have your name on a five-thousand dollar transfer via Western Union to a 9/11 hijacker.

And you got popped with 150 kilograms of high explosives in your house! AND THEN YOU DARE QUESTION ME?!

I do n't want to talk about 9/11. What I want to focus on is the Saudi group.

That there is Hazem al-Kashmiri. And I know this dude is up to some serious shit, and what I want from you is his Saudi email.

Ammar, bro, I know that you know this dude, just give me his email... and I will give you a blanket. I will give you a blanket and some solid food.

Hazem was a friend of Ramzi Yousef, you guys met in Tunisia back in the 70s.

I want emails of the rest of the Saudi group. Give me emails of the rest of the Saudi group! Give me one email, and I will stop this!

Who's in the Saudi group, and what's the target? Where was the last time you saw bin Laden? WHERE WAS THE LAST TIME YOU SAW BIN LADEN?

Try to understand the concept here. I have time, you do n't. I have other things to do, you do n't.

It's cool that you're strong. I respect it, I do. But in the end, everybody breaks, bro. It's biology.

It was good. The local cops need tactical help. But he's Tier fucking One, baby. There's your money maker.

I am going to have to turn up the heat. He needs to give us the Saudi group now.

She's been having a great time ever since she got in, is n't that right?

They're slow rolling us in Lahore - you might want to bitch about that.

Dude, I've been in a dark room with another man for the last two days.

Please do n't ask how it's going with Ammar because she's not going to fucking tell you.

I think he'll give up the Saudis. But Heathrow is gon na be tough. Anyway. Anything from last night?

I agree, I spoke to the Chief about that. Anything on bin Laden?

No, do n't need him, the diamond sighting is bullshit. See if the Paks will send someone to talk to the farmer. Anything else? We need to be putting runs on the board against Faraj. Speak to the case officers who did n't see fit to make it today. And thank them.

Richard Reid, wow. I was thinking about him. The guy gets a bomb in his shoe on a plane. Unbelievable. You know him, do n't you?

I'm glad you said that. I have an email from you to him. I've had all your coms for years, bro. Who else is in your Saudi group?

You see how this works? You do n't mind if my female colleague sees your junk, do you?

What the fuck do you think is going on, Ammar? Wahleed has already told me that you know.

Who said that? Zied? Fuck him. This is on me. Ammar is on me!! And it's on her!!

Short term memory loss is a side effect of sleep deprivation. It should come back to you.

Which is the smart thing to do, you're starting to think for yourself.

So you flew via Amman to Kabul to hang out with your uncle? Mukhtar.

I told you man, I know you. Alright, you got me - flight manifests. It must've been pretty fucked up for you guys after 9/11. What did you do after the invasion and before you went back to Pesh?

I can eat with some other dude and hook you back up to the ceiling?

What do you like? Bob Marley? Reggae? Egyptian music? Just let me know, if there's music you like, I can make a call.

Can I be honest with you? I'm bad news. I'm not your friend. I'm not gon na help you. I'm gon na break you.

Hey, wake up. You have n't eaten in 18 hours, we've got to keep your energy up. You hungry?

He's either going to withhold or die from the pressure you're putting on him.

You know, I've been meaning to tell you : I'm getting outta here.

I'm fine. I've just seen too many guys naked. It's got ta be over a hundred at this point. I need to go do something normal for awhile.

You should come with me. Be my number two. You're looking a little strung out yourself.

They killed my monkeys. Something about an escape. Can you fucking believe that?

Look, Maya, you got ta be really careful with detainees now. The politics are changing and you do n't want to be the last one holding a dog collar when the oversight committee comes.

And watch your back when you get back to Pakistan. Everyone knows you there now.

Ok, but he's dead. So does n't that make him a little less interesting to you?

This could crack open the facilitator Maya's been looking for by giving us a phone number.

It's good to be back in Kuwait. It's good to see you again, it's been awhile.

Fair enough. How about a V10 Lamborghini? How's that for friendship?

Is this a Balboni? Fuck me. This is nice. What are you thinking?

Who do you think? The guy's a terrorist. His mother lives here. I just need her phone number.

Well, I agree with sixty, we're basing this mostly on detainee reporting and I spent a bunch of time in those rooms - who knows?

I'd say it's a soft sixty, sir. I'm virtually certain there's some high value target there, I'm just not sure it's bin Laden.

Daniel and the masked figures emerge from the interrogation room into the light of day . They remove their masks and we see that one is a beautiful young woman in her mid-twenties . She has a pale , milky innocence and bright blue eyes , thin and somewhat frail looking , yet possessing a steely core that we will come to realize is off-the-charts . This is MAYA , a CIA targeter and subject-matter expert on her first overseas assignment .She 's not .Something about the strange intensity of her expression makes Daniel reconsider and he turns back to the interrogation room .She shakes her head .At the door , Daniel hands the ski mask back to Maya .CUT TO :

He's not going to talk about attacks on the homeland. He's going to withhold operational details on the KSM network and probably on bin Laden.

But he's been in complete isolation, he does n't know we failed. We can tell him anything.

After we kept you awake for 96 hours, you gave us names of some of your brothers and saved the lives of a lot of innocent people.

Ammar, I know the difference between a war name and an Arabic name.

You're assuming that Al Qaeda members are motivated by financial rewards. They're radicals.

Money for walk-ins worked great in the cold war, I'll give you that.

We need to ask him something to see if he's telling the truth. We do n't know if he really knew Faraj.

Twenty detainees recognize that photo of Abu Ahmed. They say he's part of the inner circle of guys who were hanging out in Afghanistan pre-9/11.

When KSM got captured, he went to work for Abu Faraj, primarily as a courier from Faraj to bin Laden.

Yeah, we do n't know if Abu is on the outside of the network - part of a series of cutouts and dead drops - or if he has a direct connection to bin Laden. Does bin Laden invite him into the living room and hand him a letter directly? Or is Abu just the last guy in a long line of couriers, so that's why everybody knows him?

We know that he's important. The fact that everybody's heard of Abu Ahmed but nobody will tell me where he is suggests that.

I want you to understand that I know you. I have been following you and studying you for a long time. I chased you in Lahore.

I had you picked up instead of killing you because you're not a violent man and you do n't deserve to die.

But you do have deep ties to Al Qaeda that I want to ask you about before you get sent to your next location, which might be Israel.

However, depending on how candid you are today, I may be able to keep you in Pakistan.

I'm going to ask you a series of questions based on your knowledge of Al Qaeda and your position as key financier for the organization.

You want family ties, financial networks, media sources, disgruntled employees, imminent threats, homeland plots,

Foreign cells, health status, trade craft, recruiting tactics -- anything else?

A lot of brothers told us Abu Ahmed was bin Laden's courier and that he worked very closely with you.

Okay, so you're telling me that all the other brothers are wrong, and there's some famous Buluchi guy that is working for you and bin Laden that I've never even heard of?

You do realize this is not a normal prison. You determine how you are treated, and your life will be very uncomfortable until you give me information I need.

Faraj is completely denying knowing Abu Ahmed, and that's using every measure we have.

I can work on it at the same time - plus I think it's a good thing that he lied.

You sound just like Bradley. He does n't believe in my lead either.

It's a good thing because the fact that Faraj withheld on Abu Ahmed is revealing. The only other thing he lied about was the location of bin Laden himself. That means Faraj thinks Abu Ahmed in as important to protect as bin Laden. That confirms my lead.

Hello, I work with him. I'm not that girl, that fucks. It's unbecoming.

You're right. We ca n't rely on the Jords. We have to evaluate him face to face.

The key is to meet him so we can figure out for ourselves what he can actually do.

I do n't want to be a straphangar. It's your show. You were the first to see the potential in this.

I'm going to smoke everybody involved in this op, and then I'm going to kill bin Laden.

Does n't matter, but I wish I had that five years ago. How come I never saw it before?

Do n't eat out. It's too dangerous. Maya stares at the Al Quaeda mugshots - a thought crosses her mind.

He may not be. We now know that Abu Ahmed is one of eight brothers. All the brothers in the family look alike. Three of them went to Afghanistan. Is n't it possible that when the three eldest brothers grew beards in Afghanistan, they started to look alike? I think the one calling himself Abu Ahmed is still alive. The picture we've been using is wrong. It's of his older brother, Habeeb. He's the one that's is dead.

We just have a detainee who buried somebody who looked like Abu Ahmed. But if somebody as important as Abu Ahmed had died, they'd be talking about it online in chat rooms all over the place. Plus, the detainee said that Habeeb died in 2001. We know that Abu Ahmed was alive then, trying to get into Tora Bora with Ammar. That means it's probably one of the other brothers that's dead.

Move heaven and earth and bring me this fucking Sayeed family's phone number.

That's why you should forward deploy - so you can shorten your response time.

Right, I understand. But I do n't really care if your guys get sleep or not.

Abu Ahmed al Kuwaiti is the nom de guerre. His true name, we think, is Ibraheem Sayeed. His family lives in Kuwait.

Over the course of two months, he's called home from six different pay phones, from two different cities, never using the same phone twice. And when his mother asked him where he was, he lied. He said that he was in a place in the country with bad cell reception -- implying he was in the Tribals -- but he was in

a market in Peshawar. I'm sorry, but that's not normal guy behavior. That's tradecraft.

No. Not okay. Look, Abu Ahmed is too smart to tip his hand by talking about ops on the phone : he works for bin Laden. The guys that talk about ops on the phone do n't get that job.

I really need to talk to you about beefing up our surveillance operation on the caller.

bin Laden is the one who keeps telling them to attack the homeland.

If it was n't for him, Al Qaeda would still be focused on overseas targets. If you really want to protect the homeland, you need to get bin Laden.

You just want me to nail some low level Mullah-crack-a-dulla so that you can check that box on your resume that says while you were in Pakistan you got a real terrorist. But the truth is you do n't understand Pakistan, and you do n't know Al Qaeda. Either give me the team I need to follow this lead, or the other thing you're gon na have on your resume is being the first Station Chief to be called before a congressional committee for subverting the efforts to capture or kill bin Laden.

I need four techs in a safe house in Rawalpindi and four techs in a safe house in Peshawar. Either send them out or send me back to DC and explain to the Director why you did it.

My guess is that he lives close to where he's making the calls, and it makes sense he'd be living in Rawalpindi because there's an Al Jezerra office there.

It would be convenient for him to drop tapes off if he's sending either from bin Laden or from an intermediary. When he wants to make a call, he leaves the house, walks a few blocks, then switches on the phone. We need to keep canvassing the neighborhood until we find him.

I need a picket line along the GT highway and men spaced at intervals along the road and at every exit.

Our current hypothesis is that he lives somewhere along the highway, in one of the towns, or a medium sized city called Abbottabod, or up near Kashmir.

Kashmir is interesting because it's a way station for the Tribals.

Abbottabod is interesting because we know from detainee reporting that Faraj stayed there, briefly in 2003.

The good news is he's driving a white SUV. SUV's are actually pretty rare in Pakistan. If he was driving a sedan or a compact, we'd be fucked.

Any American in Pakistan is a target, they do n't necessarily know I'm CIA.

The question is,'would he allow himself to be protected by the Paks?' I mean, why would he trust them? He tried to kill Musharaf.

Twenty-one days. It's been twenty- one days since we found the house and nothing's happened!

The one that you're most familiar with is that UBL is hiding in a cave in the Tribal Areas, that he's surrounded by a large contingent of loyal fighters.

But that narrative is pre- 9/11 understanding of UBL. The second narrative is that he's living in a city - living in a city with multiple points of egress and entries and with access to communications so that he can keep in touch with the organization. You ca n't run a global network of inter- connected cells from a cave.

We've located an individual we believe based on detainee reporting is bin Laden's courier. He's living in a house in Abbottabod, Pakistan. And we assess that one of the other occupants of the house is UBL.

Bin Laden uses a courier to interact with the outside world. By locating the courier, we've located bin Laden.

Quite frankly, I did n't even want to use you guys, with your dip and your velcro and all your gear bullshit. I wanted to drop a bomb but people did n't believe in this lead enough to drop a bomb, so they're using you guys as canaries on the theory that if bin Laden is n't there, you can sneak away and no one will be the wiser.

We've spun up the SEALs - we've done everything humanly possible to collect on the compound, and the collection is not going to get any better.

You're going to come into work one day, and there's going to be a black moving van and a'for sale' sign in front of that compound.

One hundred percent, he's there - okay, fine, ninety-five percent because I know certainty freaks you guys out - but it's a hundred!

I do n't think I can answer that question, sir. I do n't think I'm allowed to answer.

SUPERIMPOSE : CIA BLACK SITE - UNDISCLOSED LOCATION Ammar , bruised from the beating , is restrained with ropes . Maya stands a few feet behind Daniel , attentive , wary of what is to come . This is her first interrogation and she is on the verge of vomiting from the stench in the room . She looks around at the sound-proofed walls , the puddles of water on the floor .Daniel paces around Ammar , anger rising .He leans into Ammar 's ear . Uncomfortably close .And then Daniel smiles , laughs . Mercurial .Beat . He laughs again .Daniel shows him a photo .No response from Ammar . Daniel starts putting on his gloves .It all happens in a flash : in one swift motion , Daniel pushes Ammar to the floor , the guards pin his limbs , and Daniel smothers Ammar 's face with a towel . Ammar thrashes . Daniel considers his next move .Maya follows Daniel 's gesture to the corner of the room , where there 's an ICE CHEST filled with WATER and a PLASTIC PITCHER .She dips the pitcher in the water , hands shaking .The stress and strain on her face is enormous as she brings the bucket back to Daniel . Daniel starts pouring the water on Ammar 's face , which is now covered by a towel . Ammar thrashes with rising panic .Maya shakes her head `` no . ''Daniel pours water over the towel so it hits Ammar 's nose .Ammar does n't speak . He ca n't .Daniel throws the pitcher , rips the rag off Ammar 's mouth : and water spurts out - Ammar nearly drowned . He gasps for air .Daniel stands .The guards bring Ammar to his feet . Daniel , shifting his persona yet again , touches Ammar 's face and speaks to him with the comforting tenor of a therapist .Dan and Maya exit . They 've learned nothing .CUT TO :

You're a mid-level guy. You're a garbage man in a corporation. Why should I respect you?

After 9/11 I had to choose : fight, to protect our turf - or run.

I wanted to kill Americans. We tried to get into Tora Bora but the bombing was too high. We could n't cross.

He was a computer guy with us at the time. After Tora Bora, I went back to Pesh - as you know - and he went North, I think, to Kunar.

I swear to you both : I do n't know his family name. I would have never asked him something like that. It's not how my uncle worked. My uncle told me he worked for bin Laden. I did see him, once, about a year ago, in Karachi. He read us all a letter from the Sheikh.

It said `` Continue the jihad. The work will go on for a hundred years.''

SUPERIMPOSE : ISLAMABAD , PAKISTAN A colorful , dusty city . Busy markets . Poor children . Dense traffic . Meanwhile , across town :

National flags . Imposing buildings . Armed guards . The outpost of a superpower . Maya drives through the checkpoint and up to the main gate . SUPERIMPOSE : UNITED STATES EMBASSY , ISLAMABADCUT TO :

Descending the lobby staircase with Daniel is JOSEPH BRADLEY , Chief of Station , Pakistan , a smooth , vain , sophisticated former case officer who has n't quite buffed all the blood out of his fingernails .They reach the lobby , where they can see Maya sitting in the holding area . They walk towards her as Bradley considers what Daniel is asking for .

They want the next generation on the field. Listen, I have a meeting with ISI in twenty minutes.

That's not all you do n't know. You do n't have his true name, and you do n't have a clue of where he is.

Maybe. Detainees could withhold his location for any number of reasons. Perhaps they do n't know ; perhaps this Abu is just a cover story and he's really a fucking unicorn. The withholding does n't reveal what you want it to - does it?

And if you did find him, you do n't know that he'd be with bin Laden.

Listen, not one single detainee has said that he's located with the big guy, just that he delivers messages. Am I wrong?

Let me know when you've got some actionable intelligence, preferably something that leads to a strike.

I want you to take care of all of this before your favorite subject.

I do n't buy it. Did n't you tell me yourself nobody turns on Al Qaeda?

He really asked for a dialysis machine? You can fill the damn thing with poison.

I do n't fucking care about bin Laden. I care about the next attack. You're going to start working on American Al Qaeda cells. Protect the homeland.

This guy never met bin Laden. This guy is a free lancer working off the fucking internet. No one has even talked to bin Laden in four years : he's out of the game, he may you're doing? You're chasing a ghost while the whole fucking network grows all around you!

Permission granted , Daniel reassures his boss .Daniel knocks on the glass for Maya to come in .The guard opens the door and Maya comes through - not many females come through that door .They walk down the lobby towards the Secure Wing .Bradley smiles . He knew she did n't volunteer . They reach a secure area and Bradley checks Maya through an electronic door .She goes through and Daniel and Bradley watch her walk away .CUT TO :

Maya finds her desk . It 's covered with grime . She tries to clean it as best she can , then sits and looks at the blank log-in screen of her computer .

A group of thirty-somethings filing in for a meeting , chatting , comradery , taking seats around a conference table . We will get to know : JACK , mid-40s , a scruffy teddy bear , the liaison from the National Security Agency ( NSA ) . JESSICA , 30s , an experienced targeter , and the only woman in the station who wears a skirt .Laughter in the room .J.J. and JEREMY , two case officers , continue the banter :Jack hands Jeremy a piece of paper . Daniel and Maya enter , a little late .Daniel nods .JESSICA moves to a wall chart of AQ leadership and repositions Abu Faraj 's mugshot to number three in the line , two down from Usama bin Laden . Meanwhile , in the background , the riffs continue -Jessica sits back down and gets down to business .Jessica passes Daniel a file .Jessica shrugs . At this point , she believes that it is merely a conversation - not a fully realized plot .Jessica does n't appreciate the challenge .And so the rivalry begins .

Some dude tells the Malaysian station that his nephew works with a guy who knows a guy --

Hold on - He goes to a big feast in Bangkok about a year ago. The guest of honor? Usama bin Laden.

FILE ) Washington assesses that Abu Faraj is officially our new number three -

London station is already asking if we think he's in contact with anyone in the U.K.

The Jordanians are being really helpful with Ammar's transit papers.

They want the Consulate, the Marriott, it's low security. And they've got Majid Kahn talking about gas stations in the US.

Honestly? There are six hundred questions in there. I'd concentrate on Heathrow. The Saudis. Does it matter what Faraj thinks about Heathrow? How much latitude does he get to pick targets?

Quetta base thinks they have a bead on the Arabs that escaped, and they're going to meet with the ISI this afternoon, hopefully to set up a raid down there.

And Lahore reporting ISI down there was painfully slow last night. Again. I'm beginning to think it's not incompetence.

A farmer on the Afghan border near Tora Bora reports : a diamond shaped pattern in the hills, tall male in the center of the diamond, flanked by four guards. It's consistent with UBL's movements.

Hey, boss, I got a guy for five thousand bucks, he can set up a taxi stand and snoop around a bit.

You're not gon na like this, he's on the phone, but there's no team to deploy right now.

Yesterday your caller bought himself a cell phone. And every time his phone rings -

We got a signal on Tipu Road for ten minutes. Then he went to Umar Road for five minutes. Nogaza Road. Darya Abad. That's in the Umar Road area. In Rawalpindi : Haider Road, Roomi Road. He went to the Convoy Road, which is near the hospital. So that's Haider, Roomi Road, Said, No Gaza, Taimur. He made a call from Haifa Street, that's the spice district.

Lahore street, which is also in Pesh, thirty minutes. Wazir Bag Road, five. Nishterabad, five. Phandu Road, five minutes, the Grand Trunk Road, forty five seconds. There's no pattern. Sometimes he calls every two weeks - sometimes every three - there's no consistency - I ca n't predict when he's gon na make another call because the guy's erratic.

It might be. Maybe it just looks erratic to us. I just ca n't tell.

You warned them - they did n't take you seriously - this is what happens. It's not on you.

No, no, no. You had - what - days - brief custody - and an unresponsive ally. The way you do this is you look ahead. London. Heathrow. Mass casualties. That plan is still active.

You have to be really careful with people in KSM's circle - they're devious.

Facilitators come and go, but one thing you can count on in life is that everyone wants money.

Correct. You're assuming that greed wo n't override ideology in some of the weaker members.

Look, I know Abu Ahmed is your baby, but it's time to cut the umbilical cord.

So Faraj went south on you - it happens. There are still cells in London and Spain planning the next round of attacks.

No, not at the expense of protecting the homeland, you ca n't. Wait a minute, why is it a good thing?

Humam Khalil al-Balawi, he's a Jordanian doctor. He's really motivated.

The Jords worked him for a year. Dinners, money. They've convinced him that it's his patriotic duty to turn on Al Qaeda and get rich doing it.

He may not be that smart. He may be full of shit - but we have to talk to him to find out.

The meeting with Balawi is off. He ca n't come here to Islamabad.

He wants us to go to him. He'll meet in Miram Sha or the tribals.

Do n't be so literal. Everyone likes cake. It's not too late for you to come, you know. It will be fun.

Come on! We've got lots of wine! The target on Maya's monitor disappears in a puff of smoke.

Not to get technical, but this guy is actually the first big break we've had since 9/11. To big breaks and the little people that make them happen.

So far, everything he's said we've cross checked and it's proved legit... and I think the money is persuasive. 25 million dollars?! That buys a new life.

Possibly. But Al Qaeda needs doctors and they are short staffed and that could explain his rise. In six months to a year, if he does n't fuck up, he could be called in to treat bin Laden. And at that moment, with 25 mil on the table, I think he gives up the Big Man. And if he does n't, we kill him.

When he arrives, I'll set the tone, and then I'll flip it to you - and you'll talk about asset protection.

Then Lauren, I know you want to get some questions in there - but give Balawi time after John speaks. We'll cover the basics and have his birthday cake, then we'll get to the nitty gritty.

Right. And Lauren? Washington will want real time updates so please stay on top of that. Be concise. The Director is in the loop. And I would n't be surprised if he does n't update the President.

Why are there gate guards there? We talked about this, no one is supposed to be there when my source arrives. You might have spooked him already!

This time is different - I'm sorry I ca n't explain, but it's for a good cause.

I just need them to go away for a minute. You can search him as soon as he gets here.

I did n't think this day could get any worse, but bad news from Saudi intelligence. The courier guy, Abu Ahmed, is dead. It's a detainee video.

The loud WAILING of the early morning call to prayer from the loudspeakers of a nearby mosque wakes Maya on the couch .CUT TO :

Daniel and the guards enter Ammar 's cell with Maya . Daniel switches on a floodlight , awakening Ammar .Daniel hands Ammar a bottle of orange juice and a bag of falafel .Ammar grabs the lunch sack and scarfs down the falafels .Slowly , Ammar nods .I did n't know who the guys were .Beat .Daniel jumps up .Daniel kicks out the chair from under Ammar . The masked guards walk to the rope pulleys .Daniel pulls down Ammar 's pants . Maya flinches at the bare nakedness .Daniel turns to Maya -Daniel goes out , leaving Maya standing alone in front of the naked , chained man . Ammar looks at her imploringly and she struggles to meet his eyes .A long beat .The door handle turns . It occurs to Maya that perhaps Daniel was testing her resilience , too , as Daniel re-enters with a DOG COLLAR in his hand .Daniel unhooks Ammar , snaps the collar and leash around his neck , as Ammar cries out against the humiliation . Maya flinches . Daniel is relentless :Now Daniel drags Ammar on all fours , pulling him by the leash .Maya watches in horror as Daniel walks Ammar to a far corner of the room , then leans down to address his victim :At last , Daniel reaches an area of the room where there is a large wooden box resting on a platform .Ammar tries to speak but ca n't get a word out .Ammar mumbles , almost inaudibly .Ammar does n't answer . The masked men approach .Beat . The masked men open the box .The guards grab Ammar and carry him to his wooden tomb . He shouts with his last reserve of energy :Beat .Beat .Daniel slams the box shut . Once again , he 's learned nothing .CUT TO :

ECU : a magazine CLICKS into the receiver of a black assault rifle . The weapon , carried by a BEARDED ARAB MAN dressed in street clothes , rises to shoulder height .

- The man enters the hallway of the KHOBAR RESIDENTIAL TOWERS - And immediately opens fire on TWO WESTERN MEN he happens to find inside , killing them both . TITLE OVER : MAY 29 , 2004 - The CRACK of the shots sends the rest of the residents into a panicky , screaming dash for cover - As he strides quickly down the hall , he finds three other RESIDENTS scrambling for safety , and shoots and kills them all .CUT TO :

CU TV : news footage of the massacre . Daniel , Jessica , and Maya look on in defeat . The `` Saudi '' attack they tried to prevent by pressuring Ammar has occurred .CUT TO :

While GUARDS move in the deep b.g. , Daniel and Maya are seated at a picnic table with an appetizing spread of Arabic food .The Guards bring a prisoner to the table and remove his hood : Ammar . He stares weakly at the table .Ammar is lost . But the food is tempting .Ammar eats .Ammar looks Daniel right in the eyes .Maya makes notes on her pad .Daniel offers Ammar a smoke .Ammar accepts . Daniel 's lights it .CUT TO :

We fade into a dimly lit research room , where Maya is alone watching interrogation video recordings on an array of monitors . Some of the videos are rough ; but most simply depict two people talking . The video she 's watching now shows a hooded prisoner sitting in a filthy room , the walls smeared with red stains . CU SCREEN :The prisoner sits in a chair . He 's hooded , but relaxed .Maya hits pause and we see that her desk is filled with open windows of interrogations : she is analyzing ten videos simultaneously , comparing them to each other .

You and I are gon na talk about some of the guys in the training camps, yeah?

Some of these brothers have done some bad things, and what I want to do is I want to separate them from the people like you.

Did he eat with you guys - did he eat with the good guys - or did he eat with the leadership?

Who knows who works directly for bin Laden? Let's say he's part of the mix.

He's dead, in Afghanistan, 2001. I buried him with my own hands.

She plays another video showing a Turkish prison .The Interrogator flashes a picture . The prisoner moans .CUT TO :

When you met with Khalid Sheikh Mohammed, was this one of the facilitators?

She fast forwards a video - shot in a Polish facility . The prisoner appears to be cold .

Mukhtar,'potato', you say'potahto'. I say'fucking KSM', but yeah,'Mukhtar.' After Mukhtar was captured, what did Abu Ahmed do?

Maya is still in the research room . She 's been going at this for hours and looks fatigued . CU SCREEN : a different INTERROGATOR from the previous video ; PRISONER is an older man chained to a desk . The exchange is in Arabic with an English subtitle on the screen :CUT TO :

Still going , looking exhausted now , Maya manipulates the controls of yet another video clip with a different INTERROGATOR and PRISONER . We 're now in a Moroccan facility . The interrogator shows him a photograph of a bearded man . Henceforth , The Photograph .The interrogator holds The Photograph right in front of the prisoner 's face , allowing us to see it as well .Freeze frame .CUT TO :

A Yemeni prison - the dialogue is a mix of French and English :The image freezes . Maya stares at the screen .

Maya is in the kitchen grabbing something to eat . Jessica , the only other person working this late , walks in , pours herself some coffee .The rivalry is in full bloom . Sometimes it 's friendly . Sometimes it 's not so friendly .CUT TO :

Maya hastily throws her clothes and a wig into a suitcase - the world 's fastest packing job -CUT TO :

SUPERIMPOSE : CIA BLACK SITE - WARSAW , POLAND A sprawling shipyard in an industrial area . A large MILITARY FRIGATE sits in the harbor . A dark haired WOMAN and a MAN board the ship .CUT TO :

At first we do n't recognize the woman with heavy makeup walking down the narrow corridor , and then we realize it 's Maya in disguise . She enters a vast cavernous hold accompanied by a middle aged Afghan man , thick shouldered with years of hard experience in his kind , somewhat sad eyes . This fatherly man is HAKIM , a former political prisoner in Afghanistan and one of the CIA 's most important assets . In the galley , a PRISONER is chained to a table . Hakim slides him The Photograph . The prisoner speaks in Arabic .Hakim translates . Then the prisoner speaks .Maya leans into Hakim -Hakim speaks to the prisoner .CUT TO :

He carried messages from Faraj to bin Laden and from bin Laden back to Faraj.

He just told me the names of all of Faraj's children. I think he's telling the truth.

They said white faces do n't belong here. If they do n't move, shoot them.

Go back brothers, this is official government business, and there is nothing to see here!!

Maya is pitching Bradley in his office . Bradley sits with his feet up on his desk , holding The Photograph . Daniel is slouched on the couch in back . Jessica is perched on the arm of the couch , bare legs crossed . Bradley notices . Maya stands .CUT TO :

The city is in full swing on this bright mid-summer morning . CARS and BUSES roll through the crowded streets .

TITLE OVER : LONDON - JULY 7 , 2005 Passengers inside the bus read newspapers , listen to music ... another ordinary day . Then , the bus explodes !CUT TO :CU : TV SCREEN File footage of the aftermath :

This is what remains of the # 10 bus, which was traveling through Tavistock Square...

All around, groups of Londoners are standing on corners asking themselves

The blast left a crater 10 meters wide in front of the hotel. The Marriott, one of the most popular destinations for locals and Westerners...

It is in surveillance video and pictures like this of the explosive- laden vehicle just moments before it was parked, that police hope to find the man who wanted so badly last night to leave a body count in Times Square.

Meanwhile, our chief foreign correspondent, Richard Engel, confirms the CIA's top spy in Pakistan has been pulled out of there.

He's been receiving death threats after being named publicly in a lawsuit by the family of a victim of a U.S. drone attack.

Joseph Bradley sits at his desk . The weight of the world on his shoulders . On the television in the background , the news report continues , showing disaster footage of PEOPLE bloodied , screaming .CUT TO :

The war on terror is growing and spreading , like an octopus , throughout the base . We trace the new tentacles of the CIA facility - more hangars , vehicles , PEOPLE moving to and fro .We find Daniel trying to catch a moment of solitude ... eating an ice cream cone and standing in front of a makeshift cage filled with wild MONKEYS . The monkeys are watching Daniel intently , their hands gripping the wire cage . Daniel playfully feeds them some of his ice cream . A CIA GUARD approaches DanielDaniel nods , weary . Then a monkey reaches through the bars and steals the remainder of Daniel 's ice cream cone . He looks at the monkey and laughs .CUT TO :

Rain pelts the brown city , turning the gutter water black .We find Maya entering the gates of a Pakistani prison . The weather makes the place seem especially bleak . SUPERIMPOSE : MILITARY DETENTION CENTER - ISLAMABAD , PAKISTAN

HASSAN GHUL , Al Qaeda financier , sits manacled to a desk .Ghul looks ashen .Maya works hard to hide how pleased she is to have this confirmation . She 's not entirely successful .CUT TO :

I have dealt with the mukhabarat, I have no wish to be tortured again. Ask me a question, I can answer it.

He works for Faraj and bin Laden. He is his most trusted courier.

Even I could n't find him. He always contacted me out of the blue. He is one of the disappeared ones.

A BOMB is being strapped to a MAN 'S leg by a PAKISTANI POLICEMAN .The man is terrified .The Policeman finishes securing the bomb , and sends the man out the door ( who we will later deduce is Abu Faraj 's courier ) .CUT TO :

Faraj 's Courier walks past playing children ... while from a nearby tower , Daniel observes . After a moment , ABU FARAJ , who we recognize from his photograph , appears at the south end of the park . Faraj walks in the direction of his courier , noting his SURROUNDINGS : CHILDREN playing . Several people in BLACK BURKHAS . BRIGHT SUN . At last Faraj reaches an open area where he can see his courier face to face . They exchange a nervous glance that conveys the danger : It 's a trap . Faraj spins to flee , but it 's too late . The black BURKHAS descend on him . It turns out they are heavily armed Pakistani agents . From on high , Daniel watches his captured prey .CUT TO :

Daniel and an armed guard escort a hooded and handcuffed Faraj to his cell .

Daniel and the guards take Faraj to a cell laced with barbed wire and lock him inside .Beat .CUT TO :

Bradley approaches Maya at her cubicle .He drops a folder on her desk .CUT TO :

Both Maya and Faraj look tired . This has been going on for hours .The GUARD in the room with them leans forward and SLAPS Faraj across the face . Faraj 's expression does n't change and Maya herself remains flat and steady , unmoved by the violence . She 's not quite the same young lady she was a few years ago .The guard slaps Faraj again . Faraj is impassive .CUT TO :

A month ago, in Karachi, but I do n't know where he is now. Sometimes I would n't even see him, he would just tell me where to leave the messages.

Maya looks on impassively as Faraj is subjected to harsh treatment .CUT TO :

Maya walks around the facility , quiet at this hour , and finds another insomniac , Daniel , by the monkey cage . The cage is empty .Maya looks at Dan . No longer the man he once was . She does n't hide her disappointment .They both look at the empty cage , clocking the irony .CUT TO :

Back in Pakistan , the country has indeed changed to a more militarized police state , and as we establish the new environment , we find Maya 's grey sedan ...

The car pulls up to a checkpoint manned by PAKISTANI POLICE . The Policeman look at the car - look at the plate - the plate is diplomatic - they walk around the car and stop at the window - shine their bright light right into Maya 's eyes . A POLICEMAN motions for her to roll down her window .The policeman motions to a DUFFEL BAG resting on the rear seat .Maya does not get out of the car . She stares at him defiantly . He advances forward a bit . She rolls up her window , flicks the door lock , and starts dialing her cell phone . The policeman walks away to rejoin his group . The police confer . The original policeman returns , this time with several other cops . They knock on the glass . Hard . Maya stares straight ahead .CUT TO :

Jessica is waiting at the table in a beautifully appointed room . SUPERIMPOSE : MARRIOTT HOTEL - ISLAMABAD , PAKISTAN - SEPTEMBER 20 , 2008 Maya walks in , flustered .Maya sits down , absorbed in her Blackberry .Maya puts away her blackberry .Maya rubs her eyes , not liking where the conversation is going . She forces a smile .She does n't . Jessica 's phone rings -SUDDENLY , AN EXPLOSION RIPS THROUGH THE RESTAURANT .-- SHATTERS THE WINDOWS -- DESTROYS TABLES AND LIGHTS -- MAYA , JESSICA , AND OTHERS TOSSED TO THE GROUND , SOME FATALLY . -- SMOKE FILLS THE ROOM As alarms wail , Maya struggles to her feet , grabs Jessica by the arm , and they stumble to safety .

We have twenty leadership names and we've only eliminated four of them.

He was picked up for fake papers and a doctored exit visa leaving Afghanistan, traveling through Morocco en route to Kuwait. Abu Ahmed al- Kuwaiti. This must be Abu Ahmed.

Allah rewards those who strive and fight over those that sit behind a desk.

Look, if he talks about an operation, or refers to anything remotely fishy, I'll get on him. Okay?

Someone just tried to blow up Times Square and you're talking to me about some facilitator who some detainee seven years ago said might have been working with Al Qaeda?

Toward the destroyed kitchen , helping each other over obstacles , twisted metal , gaps in the concrete , etc , past injured workers and burning flames .

They continue moving through the debris as the smoke intensifies . They find each other 's hands and grab tightly .CUT TO :C.U . : TV SCREEN The destroyed Marriott .FADE TO BLACK .

We 're high above the wild hinterlands of the Hindu Kush , gliding over the rocky slopes and the pine forests . SUPERIMPOSE : TRIBAL TERRITORIES , NORTHERN PAKISTAN We move from peak to peak until we find a remote valley , and we zoom down ... and nestled in the valley we can just make out the barest outlines of a tiny village of mud huts .

Now we are inside a hut and we 've shifted to the perspective of a hand held camera , as if someone inside this stone age interior is filming on our behalf , and we see a hard floor , thin gaps in the walls , and FIVE TRIBAL ELDERS talking casually , eating and drinking tea . We pan across the weathered faces , long beards , and see a video recorder resting on a ledge .CUT TO :

Jessica strides excitedly , almost breaking into a run , through the warren of cubicles that lead to Maya 's desk .

Jessica beaming as she approaches Maya .Jessica pops a CD into Maya 's computer , loads a file that plays the same video clip we have just seen .The camera stops on one man , BALAWI .Maya practically bolts out of her chair . Together , they start walking towards Bradley 's office -

CONTINUOUS Bradley has just finished watching the video . Maya and Jessica are in his office waiting for his verdict .CUT TO :

Maya and a few analysts are watching TV - President-elect Obama is being interviewed on 60 Minutes when Jessica comes into the room with disappointing news -The TV interview with Obama reaches the subject of enhanced interrogation , and the women pause to listen to the President- elect declare , `` America does not torture . '' Then they continue :DAVID , an analyst , adds his two cents to the conversation -That could be safe territory .CUT TO :

We could do it somewhere else - Germany, or the UK? He's got a clean passport.

We survey the sprawling base from above . SUPERIMPOSE : CAMP CHAPMAN - KHOST , AFGHANISTAN Helicopters and Humvees traverse the base .

Jessica applies icing to a birthday cake as she cradles a SATELLITE PHONE .CUT TO :

Maya sits in front of a series of monitors . She watches a live Predator feed .CUT TO :

Jessica pours two glasses of wine and raises a toast to her colleague , JOHN .Clink .CUT TO :

The same gathering as the day before , waiting under the merciless sun . SUPERIMPOSE : DECEMBER 30 , 2009 Jessica turns to her crew , which includes LAUREN , a young operative , ZIED , a Jordanian intelligence agent , and the base 's CIA SECURITY GUARD , among others . They rehearse the impending meeting .Jessica turns to Zied .They take in the possibilities .LATER - Waiting and waiting . No cars approach . The sun beats down .CUT TO :

I'll introduce you, and you introduce your team. He knows this is a high level meeting.

Look, I'm responsible for everyone's safety, okay? It's not just about you.

Several hundred yards before the Camp entrance is a beat-up SEDAN . The car pulls up to the checkpoint but does n't proceed .The Security Guard pauses , then into his radio :

The guards move away from their post . The sedan drives past the gate into a maze of barriers . We follow the car as it navigates the maze of HESCO barriers , kicking up a cloud of dust .

Jessica runs back to her team and flashes a thumbs up . She smiles and pulls out her phone , sending a text . ECU : PHONE TEXT : He 's here . BrbThe car navigates the second set of barriers .

Jessica looks up to see the car approaching and puts the phone back in her pocket . The sedan is now 50 yards away .Everyone prepares . The car gets closer and closer , a driver in front and a passenger in back .

The sedan pulls to a stop . A BLACKWATER GUARD taps on the backseat window . Balawi exits on the passenger side . His free hand is in his pocket .Jessica 's smile fades And Balawi detonates a suicide vest hidden under this jacket and the resulting shrapnel storm pulps the crowd , massacring them all -CUT TO :

Maya looks at her computer screen . She sees her last instant message..And waits for a response . Beat . Maya looks up , concern on her face .CUT TO :

The explosion smoke still hovers over Camp Chapman . News reporting of the attack plays over the horrific image .

The office has thinned out , and most people have gone home for the day . Maya is crouched in the corner . A wounded animal . Jeremy , the case officer from the conference room , approaches and gives Maya a computer disc .No response .Maya still fighting to contain her grief , takes the file as an almost welcome distraction . She puts the disc into her computer and hits play . CU COMPUTER SCREEN : A PRISONER being interviewed by a CIA CASE OFFICER holds the photo of Abu Ahmed we 've seen so many times .Maya stares at the screen .Jeremy leaves Maya at her computer . She continues to stare at the screen .

Maya is still by herself . Her friend Jack approaches -Off the darkness in her eyes we -FADE TO BLACK . CUT TO :

The staff has gathered to hear a word from the boss in a large conference room ; it 's packed shoulder to shoulder with dozens of people , including Maya , Jim , Jack , Hakim , and Bradley at the front . GEORGE WRIGHT , Chief of the Afghanistan Pakistan Department , has just flown in from D.C. A big man , striding quickly into the room with the street roll of the Bronx projects he grew up in , George looks ready for a brawl .He stares at his staff .Beat .

If you thought there was some secret cell somewhere working Al Qaeda, I want you to know that you're wrong. This is it. There's no working group coming to the rescue.

There's nobody else, hidden away on some other floor. There is just us. And we are failing. We're spending billions of dollars. People are dying. We're still no closer to defeating our enemy.

They attacked us on land in 98, by sea in 2000, and from the air in 2001. They murdered three thousand of our citizens in cold blood, and they've slaughtered our forward deployed. And what the fuck have we done about it?

If there are three females, there ought to be three males. Observant Muslim women either live with parents or with their husbands. We think there's a third family living in the house.

Hope? Hope is not a targeting layer. You give up your hope right now. We scanned for heat signatures, but we ca n't validate if it's a man or a woman up there. We found a safe house, but we ca n't get a vantage point to fire a telescope over the balcony wall.

We talked about burrowing a pin hole camera but there's a high risk of discovery.

We have explored the possibility of digging tunnels, of sending hot air balloons, of re-routing supply C- 130's to take a peek, but that might be too alerting. We've looked for ways of collecting available DNA from his trash - you know, looking for his toothbrush, but they burn the trash. We started a vaccination program, we sent a doctor to the house, to see if he could pull blood.

That did n't work out. We thought about sending a guy with a bucket to pull a sample from the sewer to analyze his fecal matter.

They do n't make telephone calls from the compound. We pulled the cell tower nearby.

The unidentified third male does not get groceries. He does not leave the compound. He does not present himself for photographs.

When he needs fresh air, he paces around beneath a grape arbor, but the leaves are so thick they obscure our satellite views. This is a professional attempt to avoid detection - real tradecraft. The only people we've seen behave this way are other top level Al Qaeda operatives.

You know we lost our ability to prove that when we lost the detainee program.

Who the hell am I supposed to ask? Some guy in Gitmo who is all lawyered up? He'll just tell his lawyer to warn bin Laden.

He'd be the first successful drug dealer never to have dealt drugs. He has no internet access to the house. He makes no phone calls either in or out. Who's he selling to, who's he buying from, how's he making his money? And if you're going to say he's retired, I'd say where's his swimming pool, where's the gold cage with the falcons? And why does he send his courier to the two cities in Pakistan we most associate with Al Qaeda, that have nothing particularly to do with heroin production?

You know, you're right, I agree with everything you just said. What I meant was, a man in your position, how do you evaluate the risk of not doing something, the risk of potentially letting bin Laden slip through your fingers?

Gentlemen, can I have your attention? My name is George. I run the Af-Pak division at CTC, and I'm primary on this for the agency. This is a title fifty operation.

Some of us have worked together before. This is a good one. Maya, do you want to brief them?

They are nervous downtown. I do n't think we'll get approval this decision cycle.

Maya, I wanted you to hear it first. You know that thing we talked about? It's going to happen.

The office has grown bigger and busier and the cubicle maze is filled with many new faces of young agents excited to be in Pakistan . Sitting alone at her desk we find Maya just as she 's finishing a report . She gets up , crosses the room and goes to the desk of a young woman who reminds us in her idealistic enthusiasm of the way Maya was six years ago . This is DEBBIE .She hands Maya a file .Maya turns her attention back to the WHITE BOARD and as Debbie keeps talking we follow Maya 's gaze across the row of MUG SHOTS of Al Qaeda personnel . While a few of the men are African or are distinctive looking for other reasons , most of them look fairly similar in that they 're all wearing the same type of clothes and have the same trademark long gnarly beards .Maya 's eyes narrow . She keeps looking at the WHITE BOARDCUT TO :

Hi. I painstakingly combed through everything in the system and found this.

It's him. He was one of ten names on a watch list sent to us by the Moroccans after 9/11 : Ibrahim Sayeed. They told us to watch out for him, apparently they think his whole family and extended family is bad and has ties to KSM.

Nobody saw it, most likely. There was a lot of white noise after 9/11, countries wanting to help out, we got millions of tips and...

I just want to say I've heard a lot about you. You inspired me to come to Pakistan.

Maya on the speaker phone to Daniel . We intercut . Daniel is now a suit in Langley .

LANGLEY , VA. - DAY A dark ( window shades down ) executive office , where in the shadows a white American man in a nice suit is kneeling on a prayer rug and saying the Islamic daily prayers . Daniel waits as the man recites the prayers and presses his pale forehead to the carpet . This is WOLF . He is the head of the agency 's COUNTER TERRORISM CENTER ( George 's boss ) .WOLF nods . If the blatant attempt to play on his Muslim belief bothers him , he does n't show it at all .There it is . The quid pro quo . There 's a reason he 's called The Wolf . Daniel considers all that he 'll go through if he volunteers to be the fall guy for the controversial program .CUT TO :

As you know, Abu Ghraib and Gitmo fucked us. The detainee program is now fly paper. We got senators jumping out of our asses, and the Director is very concerned. They will not stop until they have a body.

SUPERIMPOSE : KUWAIT CITY , KUWAIT Daniel and a KUWAITI BUSINESS MAN in a suit are drinking and ogling the RUSSIAN GIRLS prowling the place . After a few sips of his drink .The businessman does n't answer .

You say we are friends. How come you only call me when you need help? But when I need something - you are too busy to pick up the phone. I do n't think we are friends.

They wait while a Lamborghini SALESMAN , disheveled , clearly just awakened , unlocks the door of the dealership .

They step inside and the salesman flicks on the lights revealing shiny cars displayed like jewels on rotating platforms . While the Kuwaiti businessman peers inside a silver model , Daniel confers with the salesman like he 's bought twenty of these cars .The salesman retreats to a back office .Daniel gives the Kuwaiti a slip of paper .They shake hands .CUT TO :

SUPERIMPOSE : TRADECRAFT Sound graphs of phone calls fill the screen . We cruise through rows upon rows of server facilities , a single monitor in front traces a call to Rawalpindi , Pakistan .CUT TO :

Maya chews on a peanut butter & jelly sandwich . Jack calls her on her cell .She dashes out runs down the hall to an Exit sign - bursts through the door to a staircase -

- Flies down the staircase - down to another floor , barges through the door -

The station 's surveillance team leader , LARRY , unstraps his flack vest . He looks like the kind of guy you do n't mess with ... .so of course Maya barges into his space like a locomotive .Larry pushes past her to leave , and she follows him .Maya looks at Larry 's team sleeping on the couch .

For one thing, it's dangerous. For another, the area is too congested for us to be effective without some predictive intelligence.

As it is, my guys do n't get any sleep tracking the threats within Pakistan.

Was n't it, like, eight brothers - and a million cousins - that we know about - anyone could be calling home -

- It's not like he's saying, `` Hey mom, it's me, the terrorist.''

The guy you've been looking for, geo- located on his cell phone in his white car.

If you're right, the whole world's gon na want in on this, so you got ta stick to your guns now.

The conversation continues in the bar , for Maya has not relented , although the tone is softer now . She offers Larry a beer . He takes it .Larry looks away .The girl is a true believer - as pure as they come . Larry looks at her . Her sincerity is persuasive . And just like that , he decides to help her .CUT TO :

Hakim walks through a crowded call center . Larry joins him from a back entrance . They look around : nothing .

The call center is arranged into two rows of cubby-holes , each separated by a privacy wall . Hakim searches the place , finds nothing .CUT TO :CU TV SCREEN : News reports of the attemped NYC bombing .CUT TO :

The TV news report continues playing in the bg . Bradley is moving as fast down a hallway . Coming towards him like a shark from the other end of the hallway : Maya . Bradley looks determined not to deal with her right now , and lowers his head , but she spreads her arms slightly and basically blocks his passage through the hallwayMaya is practically shaking with zealous rage at her inability to bend Bradley to her will .well even be dead but you know whatFor a moment she is silenced by Bradley 's reprimand but then Maya 's obsession speaks for her - and like a woman possessed she recklessly goes at him :CUT TO :

Maya , despondent , sits at the bar , drinking a beer . Jack approaches .Jack puts a cell phone down on the counter .Maya throws her arms around him .CUT TO :

Larry drives his team around the narrow streets of Rawalpindi . In the backseat , the COMPUTER TECH studies his laptop-like tracking device .

We focus on a MAP of Pakistan on the wall . Maya is indicating neighborhoods in Rawalpindi . She 's briefing Bradley , Hakim , Larry and a few other people .

Larry is at the wheel , moving slowly through a dangerous part of town . The streets narrow . Two motorcycles suddenly pull around in front of Larry 's van and stop . The riders pull out guns .

Larry tries reversing but a compact car wheels in right behind them , and Larry slams on the brakes . The TECH raises an M4 .

Hakim gets out of the car and walks toward the men . We ca n't hear what they 're saying . At last , Hakim comes back to the car .

On a large wall map , Maya circles `` Peshawar '' in red .CUT TO :

Larry 's SUV speeds onto a highway , weaving in and out of dense traffic . SUPERIMPOSE : PESHAWAR , PAKISTAN

In the backseat , the Computer Tech is getting tossed around , trying to hang onto the Geo Locating device in his lap . The Geo Locator starts to BEEP - a blinking red light .

The congestion thickens . They slow to a crawl . The SUV , stuck in traffic . Ca n't move . Larry leaps out of the car and heads into an open air market -

It 's packed . All MEN - most with traditional beards worn by Al Qaeda members - many talking on cell phones . Impossible to tell who is who . Impossible to find this needle in a haystack .CUT TO :

The search continues ... Hakim prowls a back alley . Then goes up on a rooftop to survey the activity below .

Hakim is on a street corner conducting surveillance . We follow him into a crowd and then lose sight ... We find him again , another street , another fruitless search . As Hakim goes from street to street , we hear :CUT TO :

Jack and Maya click through the tracking maps on her computer screen .

Wearing a black burkha , Maya walks into her house and sinks into the couch . She pulls off the head covering but does n't bother to remove the burkha . She switches on the TV . If you did n't know her better , you 'd think she 'd gone native .

Find Maya driving up to a check point mobbed with PROTESTERS carrying signs - Joseph Bradley IS A CIA SPY ! KILL THE SPY ! Bradley is CIA , etc .

The PROTESTERS have blocked the embassy check point . It 's going to take a long time to get through .

Several protesters notice her - they move to her car and start banging on it .CUT TO :

LATER Maya and Bradley and several other STAFFERS watch the protest through a window -

It 's the first time she 's addressed him by his first name . Startling , to hear kindness in her voice . Joseph turns to reply then thinks better of it and walks away .CUT TO :

Larry 's minivan chugs through the crowded markets .Larry continues driving straight down the main road .The van passes horse-drawn carts , men on cell phones , fruit stands . The Tech studies his screen .Larry now drives very fast back to the main road .Beat .Larry scans the street - sees a half dozen guys on cell phones .Larry spots something :They snap a photograph of a WHITE POTAHAR SUV .The grey minivan pulls away .CUT TO :

Larry 's photograph of the WHITE POTAHAR SUV plops on Maya 's desk .CUT TO :

The new Chief of Station , TIM ALEXANDER , barely looks up from his desk as Maya enters .He sees that Maya , who hovers annoyingly over his desk , is n't gon na wait .CUT TO :

No, I've just learned from my predecessor that life is better when I do n't disagree with you.

Does n't matter. You're on a list. Next time there might not be bulletproof glass to save you.

And you, of all people, should know that once you are on their list, you never get off.

A two lane highway . Tucked on the side of the road is an OLD MAN with a cart of mangoes .ECU : mango cart . Nestled among the fruit is a BLACK RADIO .

Squatting in the dirt near a bus stop is another OLD MAN , watching passengers disembark from a bus .We stay with the old man for a while . At last , the white POTAHAR SUV drives past . He makes a note in his pad .CUT TO :

A nut seller , another CIA look out , scoops a handful of nuts into a bag for a CUSTOMER as he keeps an eye on CARS exiting the highway . He takes note as the white POTAHAR passes him .CUT TO :

Maya at her desk working and we realize that she has been typing all this in a cable she will email to Washington .CUT TO :

The building GUARD sees Maya heading out to her car .Maya gets in her car . The gate opens . As she starts pulling out onto the street , suddenly a car drives up in front of her and THREE SHOOTERS come out and hammer Maya 's Toyota .

- Bullets spider webbing the glass as Maya slams the car into reverse -

- Maya 's guard starts returning fire , but his aim is terrible . - SHOOTERS bear down on Maya , pumping bullets into her armored car . The gate closes , saving her , at the last possible moment .

Hakim paces on a street as the POTAHAR we 've been following drives past him . Hakim watches the vehicle enter a gated COMPOUND .CUT TO :

The Langley Predator Bay is an impressive sight , a command center bristling with high-tech equipment . The room is filled with TECHNICIANS . George is in the center , where he belongs , directing traffic . People come up and give him new pieces of information . The big screen displays a single image : The overhead satellite image of the compound in Abbottabod . SUPERIMPOSE : PREDATOR BAY - CIA HEADQUARTERS From the back of the room , Maya enters , and watches the activity unfold without her ... without her input . George notices her , gives a thumbs up and then turns back to his troops . STEVE , early 40s , a senior manager and one of George 's top deputies , joins Maya .CUT TO :

Basically we had a guy who rolled with Al Qaeda and did services for them. We lost him for seven years and now we found him again -- and boy does he have a really nice house. Is that it?

They're gon na ask : if bin Laden is at the end of this rainbow - is the Pak military with him?

If you take a right out of Islamabad and drive about forty-five minutes North, you'll find yourself here in Abbottabad. A middle class community - some ex-military - not particularly interesting to us. Except we did find this compound, which is unique. We got a sixteen foot wall around the entire perimeter, the windows are blacked out. It's a fortress.

a thin line ) This is a clothes-line here, for laundry. Men do n't mess with the wash.

It takes her about four seconds to move from there to the front door. So she's on the older side.

Those are kids. They're shuffling around, sword-fighting or something with sticks.

You can see their height relative to this - these are cows - so they're probably between seven and nine. Boys.

Maya and Steve are the first to arrive in the wood panelled conference room . A detailed TABLE TOP MODEL of the compound sits in the center of the conference table , right next to a poster-sized satellite image of the compound . She starts to sit in one of the chairs .Steve points her to the back of the room .Steve considers a reply , but the meeting principals are filing in , including Daniel , and when Steve sees the CIA DIRECTOR enter the room , he clears the head of the table .The Director moves to the satellite image .A WOMAN 'S voice from the back of the room .The boss studies her for a moment then turns back to the model .The brass files out , leaving Steve and Maya .CUT TO :

Ca n't you put a camera somewhere - in the trees - to get a look into the main house?

I want to know more about who's inside this house by the end of the week.

I'm about to go look the President in the eye and what I'd like to know, no fucking bullshit, is where everyone stands on this thing. Now, very simply. Is he there or is he not fucking there?

Maya sits at her desk , frustrated , then walks down the aisle of cubicles to the glass wall of George 's office . She grabs a red marker .In red magic marker , Maya writes the number 21 on the glass . Then circles it . George looks up .

We see a drone-fed overhead IMAGE of the bin Laden house in real time with a resolution of 100 feet . Maya stares at the screen , trying to decipher the shapes moving beneath her , thousands of miles away . The BLIPS move in increments , shadows lengthen .CUT TO :

ECU - Maya erases the `` 51 '' on George 's wall and replaces it with `` 52 . '' George looks away .

STEVE stares at drone image of the COMPOUND , which is under the joystick control of an IMAGERY TECHNICIAN .

Maya walks in . Steve shows her images on the large monitor .We 've got two males , two females , and seven kids . Maya points to one of the shapes in the courtyard .We watch that shape move away from the clothes-line and back to the house .Another FIGURE comes out of the house and moves to the clothes- line and grabs some laundry .Maya suddenly gets it .

George is on one side of a conference table , on the other side is the DEPUTY NATIONAL SECURITY ADVISOR , THE SPECIAL ASSISTANT TO THE DEPUTY NATIONAL SECURITY ADVISOR , and the NATIONAL SECURITY ADVISOR .SUPERIMPOSE : SITUATION ROOM - THE WHITE HOUSE

So this third male that you've identified as possibly being bin Laden, do I just give up all hope of ever seeing a photograph of him?

And it's asking too much to get a voice confirmation with him on the phone?

And I'm also going to give up hope that he might ever get in that white SUV and drive around a bit and we could see him? Do n't they get groceries.

We did a Red Team on your analysis. According to them, this behavior could belong to someone other than Al Qaeda.

If you ca n't prove it's bin Laden, at least prove it's not somebody else, like a drug dealer.

You think this is political? If this was political we'd be having this conversation in October when there's an election bump. This is pure risk. Based on deductive reasoning, inference, supposition and the only human reporting you have is six years old, from detainees who are questioned under duress. The political move here is to tell you to go fuck yourself, and remind you that I was in the room when your old boss pitched WMD Iraq... at least there you guys brought photographs.

I'm not saying we're gon na do it. But the President wants to know : if we were going to act, how would we do it? Give us options.

A DOCTOR comes to the compound offering immunizations . One of the women let 's him in , and he offers polio vaccines to the children .A lady in a black burkha rushes out and angrily shoos the doctor away .He looks up .The National Security Advisor nods to his Special Assistant who slides a big folder across his desk to George .Beat . The meeting is adjourned . As they walk out --CUT TO :

They did give a forty percent chance that the unidentified third man is a senior Al Qaeda operative. But they also said there's a thirty-five percent chance he's a Saudi drug DEALER

A fifteen percent chance that he's a Kuwaiti arms smuggler, a ten percent chance that he's one of the relatives of the brothers.

Basically, we agree with you, the house screams security, it screams someone who wants privacy, it even screams'bad guy', but it does not scream bin Laden.

Maya is back at George 's office , keeping track of time for us by writing each passing day on the window of George 's office . We watch as she erases the numbers in red and writes new ones . 78 . Time passes . 98 . 99 . 100 . 100 days . She underscores the numerals in thick magic marker .CUT TO :

The same group around the same conference table .The National Security Advisor taps his pencil impatiently .CUT TO :

The National Security Advisor and his team file out . George approaches .George shakes his head with an `` aww shucks '' kind of shake .George walks away . After a beat , the National Security advisor calls after him .George turns around . The National Security Advisor approaches him .CUT TO :

SUPERIMPOSE : AREA 51 - SOUTHERN NEVADA Doors of a HANGAR open in front of a large crowd that includes several White House guys , a General , and a squadron of Navy SEALs , including PATRICK , JUSTIN , JARED , SABER , TWO SOAR PILOTS , and some members of the Af-Pak department , George , Daniel , Hakim , and of course , Maya . The doors grind open to reveal : TWO STEALTH BLACKHAWKSThe General continues his briefing..Maya looks over , not sure what to say .Maya looks at the SEALs . Folds her arms . This is n't going to be easy .This registers on the SEALs .Beat .Beat .CUT TO :

I actually tried to kill this program a couple of times. They've gone through an initial round of testing, and they have excellent radar defeat - we just have n't tested them with people in them yet.

You'll notice these stealth panels similar to what we use on the B2 -

- The rotors have been muffled with decibel killers - it's slower than a Blackhawk and lacks the offense. But it can hide.

Excuse me. Can I ask a question? What do we need this for in Libya? Gaddafi's anti-air is virtually non- existent.

No? Okay, so how do you know it's bin Laden? We've been on this op before, you know.

Really? Okay. That's the kind of concrete data point I'm looking for.

If her confidence is the one thing that's keeping me from getting ass- raped in a Pakistani prison... I do n't know. I'm gon na be honest with you though, I guess I'm cool with it.

You should listen to it. I got plans for after this. I want to talk to you guys about it. It's not selling. You become a representative.

Wait, Echo 11 - we're internal on the south side - this is a negative breach.

Ibrahim tried to shoot me through the door. I popped him from the outside.

George is shaking his head as he talks to Wolf .They look up and notice that Maya is standing outside George 's office staring at them through the glass . She angrily wipes the number 128 off the window and changes it to 129 . Wolf nods .CUT TO :

George is pulling his tray away from the food service court when Maya ambushes him .George drops his tray down .

Sitting around the table are the CIA Director , JEREMY , Wolf , the DEPUTY DIRECTOR , George , Daniel , Steve and a few other people we do n't know . At the far end of the table are back benchers , including Maya .He looks to the Deputy Director .The CIA Director points to Wolf .Maya shoots Daniel a look . What a traitor .The CIA Director leans back in his chair .Maya ca n't take it anymore :

We all come at this through the filter of our own past experiences. I remember Iraq WMD very clearly, I fronted that and I can tell you the case for that was much stronger than this case.

We do n't deal in certainty, we deal in probability. I'd say there's a sixty percent probability he's there.

The CIA Director walks with Jeremy towards the elevator .As the door closes .

Maya is eating lunch by herself when she 's startled to see the CIA Director standing by her table .She nods , gulps .He evaluates her ... weighing her certainty against his decades of Washington experience .FADE TO BLACK :SUPERIMPOSE : THE CANARIES

Jalalabad Airfield : nestled against the rugged mountains of the Pakistan border . SUPERIMPOSE : FORWARD OPERATING BASE - JALALABAD , AFGHANISTAN - MAY 1 , 2011 Everything in motion , SOLDIERS , CONTRACTORS , AVIATION ASSETS , PATROLS coming and going .

Patrick and Justin are playing horseshoes . Maya , happy for the first time since we 've met her , watches themPatrick motions to Maya .Maya smiles , laughs .He shakes his head .They bump fists , laughing . Maya 's cell phone rings . She moves aside to answer it . We INTERCUT with George in his Langley office .She hangs up , turns back to the SEALs , who are still playing horseshoes with the grace of young guys in their prime . Their lives are in her hands .CUT TO :

The small space is filled with personnel and telecommunications gear . At the back of the room Maya sits quietly , adjusting a headset and speaking calmly into a secure line . From the corner Hakim watches her .A SEAL with his com set on gives her the thumbs up . She looks around at all the impressive technology in the makeshift Command Center . She walks over to Hakim and they leave together .

A few hundred feet in front of them they can see SEALs preparing their gear .Off her anxious smile --CUT TO :

Blinding white lights - rigged to chain link fencing , like a space shuttle launch - Silhouetted shapes behind the lights and the thump-thump- thump SOUND of high-dollar helicopters - Now push through the glare and the fence into -

Where twenty-two SEALs in full battle rattle and an attack DOG load into TWO STEALTH BLACKHAWK helicopters Moving fast , wordlessly , loading weapons and gear - under the intense bright white light , then - - Doors slam , engines whine - Fifty yards away , Maya stands alone , looking on . - And the HELOS rise above the lights and disappear into the night .

Hands feather the controls as the pilot -- one the famed Nightstalker 's from the Special Operations Aviation Regiment ( SOAR ) 160th -- flies without lights , using only his NODs for night vision .

Flying in formation , barely visible in the moonless sky , no flying lights . The helos near the Tora Bora mountain range : dimly visible bulks rising in front of the helos .

The SEALs gently bounce inside the bellies of the churning beasts .Everyone chuckles .

The stealths take a sharp turn . Skimming the mountain .Everyone raises their hands .CUT TO :

Technicians track the helos on an array of computer screens .Maya is here , too , working . She 's always working .

Find the HELICOPTERS navigating tight mountain passes . NOTE : Throughout the flying sequence that follows the helicopters fly very close to the ground , with a margin of error less then twenty feet .CUT TO :PILOT POV : The terrain zooms by as we travel through a twisty mountain PASS - - Looming straight ahead on a collision course is a GIANT MOUNTAIN . They zoom closer . We can see individual rocks now -

Seconds before impact , the HELICOPTERS bank into a hard left turn . DUST blows off the mountain .CUT TO :

The dog PANTS - sitting in its handler 's lap in the dim cabin -CUT TO :

You can sit wherever you want, you're the only one on the manifest.

You must be pretty important, you got the whole plane to yourself!

Inside the dim interior , illuminated by only blinking instrumentation , the men are tense , quiet . We pass slowly from face to face , noting each SEAL 's contemplation of the mission that lies ahead . Some of them are anonymous soldiers . Many we 've come to know : Justin , joyfully bobbing his head , grooving to his iPod ... Saber 's eyes fixed on a thousand-yard stare ... Hakim struggles to get comfortable and control his anxiety , wipes away sweat ... Patrick checks his gear for the hundredth time .

Outside : Darkness ... .just a THUMP THUMP THUMP ... And then we see them : flying in tight formation , the oddly rectangular helos , with their black stealth panels and sharp edges , like two alien spaceships advancing .

Everyone grabs onto their gear , getting ready to fast rope . DOOR Patrick flings open the side door . Night wind rushes in -

Small cottages mixed in with larger suburban homes . Among them , swimming pools . The water shimmering . Surreal . Then : rows of green fields . A stand of trees . It appears : AC 1 . It is massive - six or seven times larger than any other nearby structure - with sixteen foot high walls and a gated interior . A fortress .

The helos circle the COMPOUND , kicking up dust , and begin to descend .

Cross cutting all that follows : - At thirty feet above the ground the helicopter begins to shudder and lose stability . Instead of descending in a straight path , the bird drifts sideways- Then lurches down , falling to within 15 feet of the swirling ground , rotors churning the dust , creating near BROWNOUT conditions , a dust hurricane

ECU : rear rotor blades edging closer to the wall , inch by inch . -- Engines straining LOUDLY in the thin , hot air -- The bird loses control , SPINS to a hard landing

-- TAIL crashes hard on the WALL , in a awful screech of twisting metal and sheared concrete -

-- Tossing the men inside the helo around like rag dolls .CUT TO :

The command tent watches the helicopter crash .Maya stands , crestfallen .

The dust settles to reveal ... a twisted wreck . PRINCE 51 has crash landed into a precarious position , with the back half of the helicopter wedged into the top of the wall and the front of it in the ground , leaving the passengers inside suspended more then ten feet off the ground .

Although he 's wearing a heavy pack and carrying gear , Patrick jumps down , landing with a knee-shattering combat roll . Several SEALs follow him .

Patrick pulls out of his roll and turns around to face the house , looming ominously ahead of him .

The second helo passes over but a storm of debris and garbage from the rooftop creates another flight risk and the helo banks away .CUT TO :

Patrick , Justin and SIX other SEALs cluster near the First Gate in the animal pen . One of the SEALs places a charge on the gate , while others check the Prayer Room . Boom ! The charge partially blows open the metal swing doors of the gate , leaving a very narrow gap . Not ideal . The SEALs muscle and squeeze their way through the narrow opening in the jagged metal as the SNIPER climbs up on the roof of the prayer room .

Patrick and Jared arrive at the guest house but ca n't see inside - the windows and doors are covered with sheets . Patrick kneels down to place a charge at the front door handle when the door erupts with gunfire - Bullets fly out of the wooden door . One skims Patrick 's shoulder as he kneels lower . Patrick fires back at the house , putting a dozen rounds inside . A moment passes . They wait for a response . The door handle unlocks . ABU AHMED 'S WIFE appears at the doorway and walks out .

The SEALs peer inside and see ABU AHMED lying dead in a pool of blood . Patrick and Jared pump safety rounds into the body . FOUR KIDS are cowering in the corner . Jared moves them out of the house .

The rest of the P51 SEALS breach a gate to the courtyard of the Main House . The gate flies open in a fiery ball .CUT TO :

SEALs jump out of P52 , rush to the outer wall and set breaching charges on a gate ... While Hakim , the DOG HANDLER , and another SEAL peel off down the block Saber and his team stand by as BOOM ! ! ! , The gate charges go off ... only to reveal a BRICK WALL behind the gate .They hustle to the next entry way and prepare another breachCUT TO :

This is Echo 05, I've got unknowns gathering on the Southwest Rooftops. Hakim, move those guys back.

The COMMANDING OFFICER hears that the SEALs outside are preparing a charge . SEAL MIKE radios inThe Commanding Officer opens the gate and the other SEALs walk inside . As a group , they move towards the main house , arriving at the South side front door . The door is open and they enter -

If you're not at the LZ in four, I'm going to leave your ass behind.

Piercing the first floor darkness with their infra red lights , the SEALs advance slowly into the first floor hallway . Piles of household clutter , stacked high in bizarre shapes , greet them like the innards of a haunted house . One of the SEAL 's catches movement : A figure with an AK-47 scrambling through clutter , then disappearing around a corner .The figure , Abu Ahmed 's brother , ABRAR , re-appears at the end of the hallway . He pokes his head out - - And is shot by Justin . He falls out of view , whimpering in pain .

ABRAR is down , bleeding . - Justin fires another round into Abrar as ABRAR 'S WIFE comes flying in from the sleeping quarters and shields him with her body . - Justin shoots her . She falls ... Abrar is underneath her - he is still breathing , gasping and - Justin shoots him again , silencing him - Then looks to his wife and assesses her condition - Badly wounded , faint breathing , life fading from her eyes ... - Justin turns away

Justin and a BREACHER proceed down the hall to the heavy gate that blocks access to the stairway while another SEAL stays behind . Somewhere , children are screaming .O.S . the kids quiet down .CUT TO :

There's no fucking way we want to blow this thing. The gate is solid.

This is Echo 11 - we're at our primary set point, prepping to breach.

In the regrouping that occurs on the side of the main house , Justin and Patrick find themselves side by side - and the old friends take a moment to reconnect while the rest of the team places charges and prepares for the next phase of the assault .Patrick allows himself a smile .The door blows - and they keep moving -

The SEALs reach the staircase , which is sealed off by a separate metal gate than the one inside the hallway .A charge is prepared . Justin , who is now inside one of the side rooms , sees Jared standing close to the door .Jared moves just as -

- Boooom ! -- The door FLIES like a missile right into where Jared had been standing .CUT TO :

Saber goes up the staircase , Patrick following closely behind him , climbing up to see -

A man ducks out of sight . Saber calls to him .Saber waits with his carbine raised . Anxiety crosses his face . He 's vulnerable here , an easy target if Khaled were to come out blasting .CUT TO :

Khaled hears his name being called from below . A few feet away from him in the dimly lit hall is a loaded AK-47 . He goes to the gun and picks it up . He hears his name again , `` Khaled ! '' And the voice sounds friendly , urgent . Perhaps thinking that he can surrender peacefully , Khaled puts the gun down , resting it against a wall , and turns and heads back to the sound of his name . Saber sees Khaled poke his head around the corner of the stairway and fires - killing him instantly . Saber pushes past the body , Patrick following , and they climb the staircase leading to the third floor .CUT TO :

The neighborhood , awakened by the crash and gunfire , stirs to life . Hakim and the SEALs notice LIGHTS flipping on . And down the block , a group of several young men appear on a roof .The onlookers pause . SEAL aiming lasers dance across their chests .They turn and go .

- SEALs clear the SECOND floor as women and children flow into the hallway ... A SEAL grabs one of the wives and pulls her out into the hallway , while another female disappears behind a large REFRIGERATOR , and he grabs her too .

Saber is climbing the stairs , gun up , towards the third floor , when he sees a flash of movement across the landing above him . He stops climbing and -Beat . Beat . Sweat on Saber 's faceA man appears at the end of the third floor hallway . -- Ssssht ! a bullet strikes him in the head - knocking him back into a bedroom - Saber fires again , missing - And proceeds down the hallway , going full speed now , Patrick right behind him , sprinting into the bedroom

Two women stand at the entrance of the room . Saber rushes them and with a football tackle , slams them into the wall . Patrick enters the room and fires several rounds into the man on the floor .The women Saber is restraining are wailing , struggling to get to their husband , as a ten year-old boy rushes up to the body . Patrick pushes him away and kneels down to get a better look at the body .CUT TO :

JARED questions the wives .She says it 's not him .Jared kneels down next to a nine year-old girl huddled in the corner and snaps open a chem light . He gives her the glowing green wand .The girl makes no reply .CUT TO :

Justin flicks on the lights . Moving fast he picks up a COMPUTER tower and throws it to the floor , cracking it open , rips out the HARD DRIVE and tosses that into the bag . As we pull back and realize the enormity of the task in front of him - The lights show an organized office , crammed with information , stacks of files , disks , video equipment . Twenty years of jihad .The SEALs gather everything they can .

Saber walks down the staircase in a daze . We stay with him as he descends , noting the faraway look in his eyes -

Saber walks into the office where the SSE ( Sensitive Sight Exploitation ) is underway .Justin tosses him an SSE bag .CUT TO :

The COMMANDING OFFICER is talking on two radios at once - one to his men , the other to brass back at Jalalabad base .

Hakim arrives at the crashed helo . He crawls into the interior and finds a BLACK BODY BAG . We follow this bag :

Hakim jogs into the main house with the BODY BAG , and through his POV , we see slow down for the first time since the raid began , noting the destruction : - blood stains on the walls , - Bodies pierced with bullets , - Wailing children .CUT TO :

SEALs roll the body into the BAG as Patrick and another SEAL collect articles of interest . Two SEALs zip up the bag and carry it out . Just as ...

The EOD SEAL slides into the belly of Prince 51 . While he places charges , another SEAL climbs up to affix charges to the roof and rotors ... and like a tight roper , he walks out on the tail of the helicopter , when suddenly his foot slips , piercing the tail 's thin skin , and he nearly falls off . He manages to place a last charge - but the remainder of the tail piece will not be detonated .

Back at the whirling helicopter , the SEALs shove the BODY BAG into the interior compartment and jump in after it . The helo rises into the night .CUT TO :

PRINCE 51 explodes , sending shrapnel and a fireball high into the air

The SEALs sit silent in the cabin , body bag at their feet .CUT TO :

Bathed in the bright white lights , Maya waits for the helo . Concern on her face . At last , she hears it . A moment later , PRINCE 52 hovers into view and lands . Patrick and several SEALs run out , carrying the bag ...

The place is swarming with SOLDIERS , SEALs , and FBI agents with large bio-metric scanners - loud shouting everywhere : `` mark media , first floor , who has a pen , etc . ''

She pushes through the busy SEALs . Maya sees it now - way in the corner of the hangar . She walks and walks towards the bag . She is alone with it now . She unzips the BAG CU : Maya . Seven years telescoping to this moment . The end of a journey . She stares at the body for a moment then turns to look across the room where ADMIRAL MCRAVEN meets her eye . She nods .Maya gazes at the bloodied face , then turns away and zips the bag ... and leaves the tent . Her eyes afire .CUT TO :

Sir, the agency expert gave a visual confirmation. Yes, Sir, the girl. Hundred percent.

Maya waits on the tarmac , alone . A C-17 , one of the largest most impressive planes in the American fleet , rolls to a stop and the hatch opens . She climbs the ladder -

The cavernous cargo plane is empty of passengers . The pilot motions to the seats .Maya sits down , buckles in . The PILOT heads back to the CABINBeat .She 's speechless . Overwhelmed . Finally , she lets go . Those luminous eyes become pools of relief and pain .CUT TO : BLACK

LONDON 2007 . NOW A row of rundown terrace houses . Some are boarded up . Not all the street lights work . Those that do cast shadows of parked vehicles glistening in the rain . A front door opens and DON appears with rubbish which he puts in a bin . He hears something and looks up to see four big horses pulling a hulking great wagon down the middle of the street . The wagon is a gigantic windowless box . The horses are harnessed and there are reins but no sign of a driver . It 's a very weird sight . DON , unable to take his eyes off this amazing apparition shouts back into the house from where light from a TV flickers .CAROL appears in the doorway .But the wagon and horses have gone .CAROL , disgusted , swats him on the head with the flat of her hand and goes back inside .

A YOUNG COUPLE are snogging in the back of a parked car . Music is playing on the radio . They are interrupted by heavy vibrations and the terrifying sight of the huge looming horse - drawn box as it trundles past .

The wagon has stopped . The back begins to open , top , bottom and sides , like a dark menacing flower unfolding its petals . Shadowy FIGURES manoeuvre the side panels and begin to raise the roof . While this is happening THE CAMERA tracks around to reveal a garishly lit club across the street . A group of DRUNKEN YOUTHS emerge from the club , staggering , laughing , shouting , drinking , breaking bottles , and throwing up . The LADS grope the GIRLS . Everyone 's having `` a great time '' . They see the wagon and stop , unsteadily , in their tracks .We now see what they see . The wagon has been converted into a stage . We 're looking at an old fashioned and very shabby travelling theatre . Electric footlights are powered by a clanking generator . The pediment above the stage carries the words : THE ASTONISHING IMAGINARIUM OF DOCTOR PARNASSUS . PERCY , a dwarf , dressed as a medieval demon and rigged out as a one - man band plays a fanfare introducing a young man -LRB- ANTON , 18 - 19 years old -RRB- who emerges from the back of the stage dressed as MERCURY , the messenger of the gods , with wings on his helmet and sandals .PERCY does a roll on the drum as a curtain behind ANTON/MERCURY rises to reveal DOCTOR PARNASSUS - he appears to be an Indian holy man - long scraggly beard , chalk white make up , a large red circle on his bald head , a crown of yellow flowers , strings of beads , and partially covered in a loose - fitting swath of white cloth - apparently levitating several feet above the stage . -LRB- He 's sitting on a glass plinth -RRB- . DOCTOR PARNASSUS is seemingly in a trance . A bronze tripod containing burning incense stands beside him .A young woman , VALENTINA , -LRB- wearing a wig of long blonde hair and a white , flowing costume which gives her prominent hips and breasts -RRB- stands facing an elaborately framed full - length mirror nestled upstage amongst cut - out trees representing a forest . This is ` Beauty ' . She turns and steps forward . ANTON takes her hand . They make a couple of dance steps together . They look enchanting and enchanted .Now PERCY , in demon costume , leaps from behind the scenery .PERCY indicates a ticket dispenser attached to the front of the stage .A beer bottle lands on the stage The DRUNKEN YOUTHS cheer .MARTIN has begun , with difficulty , to clamber onto the stage . His MATES laugh and shout encouragement .ANTON tries to prevent MARTIN from getting on stage . But MARTIN thumps ANTON and pulls him into the ` audience ' . MARTIN 'S drunken MATES laugh and applaud . MARTIN is now on stage and heading for DOCTOR PARNASSUS who is still in a trance . PERCY tries to head him off but MARTIN shoves PERCY off the stage . PERCY lands on the ground with a crash . More laughter from the MOB .MARTIN is on the verge of tweaking DOCTOR PARNASSUS ' nose or pulling his beard when VALENTINA diverts him .MARTIN turns his bleary focus to VALENTINA .MARTIN 'S mates roar their approval .MARTIN lunges at ` Beauty ' who retreats up stage . MARTIN blunders into the scenery as he pursues ` Beauty ' who stays just out of reach . She takes cover behind a cut - out tree . ANTON and PERCY climb back onto the stage as MARTIN continues to chase ` Beauty ' . VALENTINA evades him by ducking through the mirror -LRB- made of flexible reflective material slit down the middle -RRB- . MARTIN crashes after her . ANTON and PERCY exchange worried looks . They look at DOCTOR PARNASSUS . Should they wake him from his trance ? They decide not to but it 's a difficult decision .

Ladies and Gentlemen. Step up! Step up! I, Mercury, the messenger of the gods, invite you. tonight, for one night only. at this very venue. to enter the mind, the very great mind, of Doctor Parnassus!

Doctor Parnassus. as old as time. yes, ladies and gentlemen, more than a thousand years old. he has the power to empower your mind. A secret learned in the mystic East. Let Doctor Parnassus open your imagination. Let him guide and transport you to worlds and possibilities you never dreamt of. If you dare. But. Beware. there are dangers. You will have to choose. Will your soul fly? Or will it be dashed on the rocks of darkness? The choice is yours and yours alone. Transcend the heights on Beauty's wing.

Take a ticket and join the queue! Only five quid a go! There's no greater bargain on planet earth!

You choose. Fulfilment, grace and light or. Waste, filth and darkness.

No. Sorry. That's n - not allowed. You have to t - take a t - ticket first.

Hey you. I wan na audition. I wan. I wan na be a star. I wan na.

Please. I'll never! Never again! Honest! From now on. I swear! Not a drop!

He's doing his bit to save the human race. He thinks it's got a future. Quaint, eh? I keep telling him to get a proper job.

Take a ticket and wait your turn. Twenty quid a go, reduced to five for one night only!

And as the waters rose. the people's need for stories grew. Stories that would feed a great hunger. A hunger for more than just understanding.

Do n't be a fool! You ca n't die! You're immortal! You'll just end up broken, in the eternity ward, and I'll be stuck looking after you! Forever!

Percival St. Antoine della Touraine et Sansepolcro da Piemonte the Third. If that proves too difficult, you may call me Percy.

Geographically, in the Northern Hemisphere. Socially, on the margins. Narratively, with some way to go. And your name is.

Please can we answer the door? I ca n't stand not answering the door, or the telephone, or whatever. It's not in my nature. I wo n't sleep for weeks if we do n't answer the door! Sorry!

Step up! Step up! For one night only! The Imaginarium of Dr. Parnassus! Not to be missed!

Test your imagination! Envisage the sublime. Let Doctor Parnassus be your guide. Discover the heights of Wisdom.

Or, if you will, visit the doldrums with all that's vile and stinks.

The world is full of wonders, beauty, enchantment, for those with eyes to see.

I've n - never seen it so b - big. And the stars. It's so c - clear.

I c - c - ca n't call you Val, P - Parnassus d - does n't like it.

Would you really be happy in one of those p - places? N - not me. Well. m - maybe. with you.

Let's run away. Make a new life together. I'll retrain. Computers. Stocks and bonds. We could be happy. Just the two of us.

Incredible! I saw somebody d - dancing in the air. under the b - bridge.

It's true! There was a sh - shadow on the water, when the lightning flashed.

No! That wo n't work. And anyway, you d - do n't know where he's b - been. Let me.

We d - do n't know what this is about, who he is, what he m - might have done.

For one night only. raise your sights. encounter the majesty, the beauty, the miracle that's in each and every one of you. Take this opportunity to expand your horizons. It's not too late. Experience the Imaginarium of the great Doctor Parnassus.

P - probably remembered he had a wife or t - two back in Russia.

N - no, keep it. Thanks to you we can afford to buy Valentina a b - birthday cake.

P - please. I'm sorry about last night. I behaved like an idiot.

Sleep no more. Procrastinate no longer. Embrace this once in a life - time opportunity. Let the mind of Doctor Parnassus be the portal to the infinite world of your imagination.

As old as the universe itself, the great Doctor, versed in every mystic practice known to man, and many more besides, will guide you to your destiny.

Your imagination is a very special place. Doctor Parnassus will make it flower.

No. T - two c - competing imaginations in the Imaginarium at the same time. it's n - not advisable.

The stronger imagination will overcome the weaker and then there's n - no knowing what might happen.

No, well. you would n't. You've n - never been inside the D - Doctor's mind have you?

No. But I d - do n't expect you to g - get it. N - not in a million years.

He d - does n't want to rule the world d - does he? He wants the world to rule itself!

It's a b - bloody great mystery. wrapped in a b - brown p - paper b - bag enema. or do I mean, enigma.

You're a l - liar. You've been lying to us all along. Who are you? Who were those thugs?

So why were they trying to k - kill you? `` Again!'' is what they said.

The first time they hung you from the b - bridge. right? B - because you stole their money.

Ah, there you are, Tony. Here's something m - might interest you.

N - not a bad p - picture, Tony. Listen to this Valentina. it's about Tony's b - beautiful world.

Do n't d - do it. Do n't g - go on. Not with him! He's all lies.

All of this is false! It's nothing to do with you! It's all him. It's his imagination!

` The disgraced director of the children's charity `` Suffer the Little Children, who was arrested last.

. who was arrested last week on charges of involvement in the sale of organs from third world children to wealthy Westerners'. unghh!

Beauty, Truth, Wisdom, Justice. without imagination all are dead.

Parnassus is a pain. Okay he's extraordinary but I'm not. I do n't want to be like him. I want to be like other people. Like them.

Actually, I'm going to be sixteen. Shall I tell Parnassus I know? I think he knows I know. Silly man. Sweet sixteen.

And I'll be sixteen on Thursday, so let's not have any more tosh about that.

You think you're so clever and that everybody else is an idiot! You ca n't stop me growing up just by lying about my birthday! It's ridiculous!

Typical! You insist I listen to a story and then you do n't finish it!

He says you must work. to focus your mind. You can help out front. sell tickets. Ah, here we are.

No face. No name. The mystery thickens. I'm going to have to give you a name.

until you remember who you are, I dub thee Saint George. You can save me from the dragon. George.

What were you thinking? Look what you've done. Get out of the way!

I do n't know what's wrong with him, but if it's about the show. I do n't care. I'm tired of it. let the police arrest us. I'm sick of living like this.

It's something to do with that bloody rambling story you were telling me the night we found Tony is n't it?

I do n't believe this! It ca n't be true. It's just another of your wretched stories. A cruel story!

All my life you've made me play ` Beauty', ` Truth', ` Justice'. filled my head with dreams and high ideals. All that crap! While. all the time! The devil was right! You're arrogant! Vain and arrogant! I'm just another one of your stupid wagers! You're beneath contempt.

It's useless. Hopeless. I thought I was strong, but I do n't even know how to run away.

This stupid theatre! That's all I've ever known! I've always believed it was something precious, but it's not. it's a lie. I hate it!

Just like my father. Leave me alone. I do n't care anymore. I want a new life.

She's eight months, and, so far, fortunately, does n't look in the least like you.

This is all I ever wanted. I know it's not what you wanted for me, but. well. there you go. I'm happy.

The stage set , which was clearly only a few feet deep , now seems much deeper and to contain many more cut - out trees . ` Beauty ' weaves in and out of the 2 dimensional trees as MARTIN chases her further into the increasingly magical forest . Beauty 's costume has been transformed into something wonderful . -LRB- A rainbow studded with diamonds ? -RRB- VALENTINA comes into view . MARTIN is in hot pursuit .VALENTINA stops , turns , smiles sweetly and slams her fist hard into MARTIN 'S gut . He doubles up . VALENTINA pauses for a moment , contemplating doing some serious damage , before striding off . MARTIN staggers to his feet .He rushes after her but , trips on a root -LRB- a real 3 dimensional tree root -RRB- and pitches face first to the ground . Recovering , he looks up . Shock . He is surrounded by a dark , terrible , and very REAL forest . ` Beauty ' has vanished .

VALENTINA , ` Beauty ' , slips back on stage through the mirror . Her costume has reverted to its original state . She examines her knuckles on the hand with which she punched Martin . ANTON looks at her . She shrugs . DR. PARNASSUS is still in a trance , his lips moving soundlessly . ANTON watches DOCTOR PARNASSUS in awe . ` Beauty ' sighs . She 's had enough .

MARTIN is lost and terrified in the dark forest .His voice echoes through the giant trees . But his cries are interrupted by another sound . a Tarzan - like howl . MARTIN spins around . Strange creatures are swinging on vines through the giant trees . They are all around him . They look like HANDS . with little heads and arms where the wrists should be . They are all howling and jabbering . From behind , a HAND CREATURE swings down and grabs MARTIN by the collar , hoisting him high into the air . Clearing the trees , MARTIN sees he is not alone . There are many other people - all in the clutches of HAND CREATURES swinging on `` vines '' . But , the `` vines '' are actually long , slim tentacles . dangling from enormous , luridly coloured JELLYFISH that float through the dark , frightening , sky . From some of the tentacles , bottles of booze dangle - just out of reach of the struggling crowd - all desperate for a drink .With a smile of satisfaction , the HAND CREATURE stops jabbering and let 's go of MARTIN 'S collar . Down he plummets . The ground rushes up . MATRTIN is as good as dead . But when he hits the ground , rather than going SPLAT ! , he bounces high in the air , turns a couple somersaults and lands on his feet . He ca n't believe what has just happened . and then he hears music . Beautiful , ethereal music . In the distance a light is glowing . It 's the sun , rising above a majestic mountain pass . Cut into the rock , is a long stairway winding up to the summit . The HAND CREATURE swings down , gives MARTIN the `` thumbs up '' , and points encouragingly toward the stairway . Reformed and determined , MARTIN heads for the stairs . But on reaching them he discovers that each one is 6 feet high . The stairway is ridiculously steep and difficult . Letters are carved into the first stair . `` THE 12X12 STEP PROGRAM . GOOD LUCK '' . This is going to be tough . The sound of a honky - tonk piano makes him turn . Behind him the sky is dark . A roadside bar/nightclub with flashing neon lights has appeared . He hesitates . He could use a drink before the long climb . He heads for the club . The door to the club is opened by a mechanical fairground figure of a jolly smiling man -LRB- MR NICK -RRB- distinguished by a bowler hat and a red waistcoat .MARTIN , relieved and reassured by the welcome , steps inside . The door closes followed by the sound from within of much gaiety and laughter . THE CAMERA pulls back as the nightclub suddenly EXPLODES IN A BALL OF FLAME .

Come on laddy, cross the bridge! Join up! Be a man. Kill the enemy. Impress your dad. Unlimited ammo. Great fun. Pow! Pow! Pow!

No, wait! That's the wrong choice! That bridge leads to failure and despair. You'll be dead before you're thirty. This is the one. This is the bridge to manhood!

Nothing? Really. Are you telling me that if you stop telling a story.

This story. something you made up, a fiction. that the universe ceases to exist?

Incredible. It's just incredible to me that you can believe something that can be so easily disproved.

There you are. You see. The story's stopped. No more story. And yet, we're still here, the fire's still burning.

It's still snowing. The wind's still blowing. Nothing's changed.

Now you can use your powers to do something else. Have fun, travel, learn a foreign language.

Tony Shepherd. Little toe - rag. He used to run a big charity. I would n't trust him. But then. you do n't trust me do you?

I just thought. seeing you so upset last night. that you needed a glimmer of hope. maybe a little bet?

First to five? You might win. And save her. What do you have to lose?

Sal did n't get to make a real choice. You were gaga. Out for the count. Would n't be fair. And you've got four, thanks to your friend Tony. So. we're even. it's not quite over.

Now, there's absolutely no need for that. That's just plain contrariness.

You think you deserve punishment but you're a kid - you have no idea. trust me.

No. your pop would never speak to me again. And that'd be a shame. Let's dance.

It's not what I had in mind y' know. this. Valentina, being the fifth. It does n't seem right. She's supposed to be the prize, the star prize. not part of the bloody score. And you lumbered with eternal life all over again. What a bummer, eh?

I hope they get that bastard. Tear him limb from limb. But they wo n't. He leads a charmed life, that one. I've been trying to nail him for years. I thought I had him this time. But, there's always some prat comes to his rescue. Talk about the luck of the Devil.

Those weird markings you found on him. on his forehead. Those satanic - symbol, so - called, things. What's all that about? Maybe they protect him in some way. I've never been into that black - magic stuff myself. Ca n't seem to get the hang of it. I know, pathetic is n't it?

God, I hate to see you like this. Look, I tell you what. If you can get the lowdown on those satanic markings, or. wait. better still, if you can wipe that self - righteous little creep off the face of the universe. I'll give you Valentina back.

The sound of police sirens . We are back outside in front of the theatre . DR. PARNASSUS rises unsteadily , coming out of his arduous trance . ` Beauty '' moves to support him as , exhausted , he loses his balance and snaps out of his trance .DOCTOR PARNASSUS turns on ANTON .The POLICE are dealing with a drunken mob of nightclub REVELLERS , making arrests . A distraught , hysterical , DRUNKEN GIRL is looking for MARTIN .She sees ` Beauty ' .A POLICEWOMAN grabs the DRUNKEN GIRL and drags her , struggling , into police van . MARTIN 'S FRIENDS are searching for him around the stage .DR. PARNASSUS pushes aside the mirror to reveal a door in the back wall of the shallow stage . It is swinging open .The POLICEMAN looks and frowns .PERCY , wisely , decides to head off conflict . He steers DOCTOR PARNASSUS away from the POLICEMAN .DOCTOR PARNASSUS bows exaggeratedly , with a hint of mockery . The POLICE OFFICER suspects that DOCTOR PARNASSUS is taking the piss , but decides not to press it . Instead , he knees MARTIN 'S struggling friend to the ground .

. -RRB- Oi! Leave off. it's them. they've got our mate back there.

I want you freaks out of here. Now. If I ever see you in this parish again I'll do you.

And so. a glimmer of hope. Perhaps eternity has not been in vain!

Do n't toy with me. Tell me you're an emissary from Mr Nick. Tell me you've come with a proposition. Tell me what I want to hear!

The message! What's the message? From Mr Nick. What does he want?

You've come here with a message. A vitally important message from Mister Nick. A matter of life or death. and you ca n't remember what it is!?

Bloody useless! Mr Nick sends an emissary and he ca n't bloody remember! It's a bloody disaster!

No! No understudy! The audience wo n't tolerate an understudy! There's only one Doctor Parnassus, and I am he!

This is why fate has brought us together. Do n't worry about remembering. It's all the same to a man on a galloping horse!

I'm going to put the tips of my fingers on the top of your head.

I want you to relax and try as far as possible to think of nothing.

And. you used to do good works. Something to do with charity I think.

It's an ancient technique of mental divination, but I'm very rusty and it does n't always work satisfactorily.

What are you doing? Please concentrate. We've got a tremendous amount of work to do tonight. A great deal depends on it.

This is my punishment. All is lost. First to Five. One down. Impossible, Valentina. First to five. One down. No people. No time, Valentina. We are doomed.

Valentina. my darling girl. We must do another show! Now! Quickly! Get ready to move out!

What I told you was. the truth. I really am thousands of years old. I have been immortal. I have been mortal. And I have had many dealings with the devil. Too many.

Remember the woman I was telling you about? the one I was so desperately in love with. so in love that I made a deal with the devil? That was your mother. she was so beautiful, so enchanting. so.

so young. She was everything I had ever dreamed of. I made a choice. I bargained away my immortality. I regained my youth. and I won her. I did! I won her!

Please! This is The Imaginarium! It requires respect, concentration. Kindly go elsewhere and take your detritus with you?

Ha, ha! Success! One little devil out of the fire. makes it all worthwhile!

Fuzzy Wuzzy was a bear, Fuzzy Wuzzy had no hair, Fuzzy Wuzzy was n't fuzzy wuzzy?

Shut up! Shut up and listen to me! Listen to me! I need to tell you something, before it's too late!

Having captured the wind and tamed the storm. the Chief Steward, laying down to take his rest, had a disturbing dream. He dreamt that a hooded rider was approaching across the snow - swept plain. A rider who would challenge the very foundations of the world.

The Steward woke and remembered his dream. What manner of man had he dreamt of, and what did it signify?

The story that sustains the universe. The story without which there is nothing.

A sign! A message! That bird was a messenger. from distant places we know not of!

Other places! The point is, you're wrong! And I'm wrong! It does n't have to be us here!

Somewhere in the world, at any given time. someone is telling a story! Sustaining the universe! Right now, it's happening. That's why we're still here. You ca n't stop stories being told somewhere! You ca n't be everywhere!

Whichever of us won ten converts first, would win the bet. My argument was the importance of the story, the power of the imagination. His, the power of material things, the supremacy of stuff. Naturally. I won.

Everlasting torment. Everlasting. Everlasting. Times changed. No one wanted our tales any longer.

It seemed as though the Devil, after all. had triumphed. And then. one day.

From the very first moment I saw her, I was head - over - heels in love. She was beautiful, enchanting, delightful, young. But I. I was several thousand years old! How could I woo her? What could I do?

The devil granted me mortality again. and youth and great powers. I won my bride. I was in love. But at what price.

It'll wait, it'll wait. Another time. Something's happened. You'd better go and see.

Why are you fishing dead people out of the river? He's dead. Leave him. Let's go. Before the police turn up.

Trust in providence, Percy. Remember the hanging man. The cards do n't lie.

Perhaps I should offer her hand to whoever helps most in winning the next five souls.

You're joking. toying with me. Like a cat with a mouse. As is your privilege.

I was mortal again. on condition that. any children I fathered. would, on their sixteenth birthday. belong to him.

A new wager. The first of five. If I win. you're free. you're mine again. and we can win! Where's Tony? We can still win!

Valentina! That's not true! It's not like that! Wait! Come back! Valentina!

I create the opportunities. Is it my fault if your not up to it?

There are three cardinal rules. One, there's no black - magic, only cheap tricks. And. er. I forget the others. Now, where's my daughter?

What else could I do, Valentina? What else could I have done. What other choice could I have made? Damn! It was the right choice. Of course it was. Of course. But where are you? Where's my beautiful daughter? Where's my darling? How long must I suffer?

No! Suburban bungalows and all that they evoke are anathema to me. Dammit Percy! Stop! I've got my pride!

Beautifully made. It'll last for years if properly looked after.

The sky is grey with the first light of dawn . The wagon rolls off down the dark street as a dustcart rumbles into view and its CREW begin emptying bins and picking up rubbish .

Shooting galleries . Music . Loud aggressive rides . PEOPLE milling around . The wagon is parked at the edge of the fair . The stage is set . ANTON dressed as Mercury is trying to attract an audience , without much success .On stage is DOCTOR PARNASSUS , ` levitating ' and in a trance , as before . Incense smoke swirls around him .VALENTINA dances forward , looking fabulous as ` Wisdom ' .PERCY steps forward , once again in his mediaeval demon costume .He magically produces a bouquet of flowers . Throws it into the air . it transforms into beautiful doves . This impressive trick is totally ignored by a group loudly arguing just in front of the stage - THE FAMILY FROM HELL .DR. PARNASSUS stirs from his trance . He 's had enough of this .UNCLE BOB laughs uproariously . LINDA pushes him into AUNTY FLO .Diego - aged 9 and absorbed in his portable video game wanders away from the family .PARNASSUS ignores him and resumes his trance . Unnoticed by all , DIEGO has somehow managed to climb onto the stage and is peering at the mirror .VALENTINA turns her head just in time to see DIEGO vanish through the mirror . She starts to go after him , then hesitates .ANTON looks across the stage to her . She mimes that a certain someone has gone into the mirror . ANTON considers waking DOCTOR PARNASSUS but thinks better of it . Instead he heads off upstage and through the mirror in pursuit of Diego . VALENTINA takes over the pitch .

He's been kidnapped! They've taken him! It's that weirdo up there! Do something, Dad, do something!

And you can wipe that silly expression off your face, you little poof.

And where's your gamer? He's lost his bloody gamer! Another fifty quid down the drain. You're not getting another one! Bloody kids! Why do we bother?

ANTON moves through the cut - out trees and into a fantastic , brightly coloured landscape of Dr. Seuss - like hills and valleys . The sky if full of cloud - sized soap bubbles . Diego is in the distant using his game controller to make the bubbles bang into each other . trying to burst them . We can hear VALENTINA trying to continue the pitch in the face of the family from hell . Their baby has now started wailing . Cracks in the ground begin to appear under ANTON `` S feet .The landscape , in response to DR. PARNASSUS ' rage suddenly rips apart , fragmenting and spinning with ANTON inside it .Things fly in all directions .

ANTON , recovering , struggles out from between giant blocks of stone . The world has gone dark . He hears DIEGO crying somewhere in the distance and starts to clamber over the shattered monoliths . Reaching the top , ANTON sees DIEGO on the peak of a distant rocky pinnacle surrounded by bottomless chasms . There are what appear to be two suspension bridges spanning the void on either side of the pinnacle . CUT TO DIEGO who is in a state of confusion and terror . Is he lost inside a video game he ca n't control ? He presses the buttons on his gaming device - to no avail . One of the bridges leads to a bluff where war games are under way . all very video - game - like . Thrilling aggressive music blares forth . MR NICK appears , still in red waist - coat and bowler hat , but this time in the form of a CUT - OUT shooting target with a bull 's - eye on his chest .As he speaks bullets fly . Each time MR.NICK gets shot and is knocked flat , he pops back up continuing his spiel . The other bridge appears to be made of black and white piano keys and looks very rickety and unsafe . The piano key bridge descends into a great cavern where hundreds of BOY AND GIRL PIANISTS are practising on hundreds of pianos , all playing the same tune - the tune DR. PARNASSUS is humming , but with stern , demanding , PIANO TEACHERS in attendance .DIEGO does n't know what to do . Behind him rises a strange Mongolfier balloon . DR. PARNASSUS 's face is repeated again and again around its circumference . ANTON 'S in the basket . DIEGO catches sight of ANTON .But ANTON has gone . DIEGO , terrified , tests the bridge to the war games .He hesitates . the music from the pianos seems to have an effect on him . He comes to a decision . He drops his gaming device then very hesitantly steps onto the extremely wobbly piano keys . The CUT - OUT shooting target MR NICK is n't happy .DIEGO looks uncertain , unnerved . For a moment we think he might change his mind , but he presses bravely on across the piano bridge .

No, no, start again! Again! From the top! Again! Practice! Practice!

At last , finally , there 's a bit of a crowd around the theatre , but drawn only by the FAMILY FROM HELL who are making a lot of noise .On stage DR. PARNASSUS , continues to hum in his trance - like state . INSPECTOR OF FAIRS rattles on .Getting no response from DR. PARNASSUS he pulls out his mobile phone and dials .ANTON steps out of the mirror . He produces an inflated balloon which he releases and which then flies , zig - zagging out over the audience . DR. PARNASSUS , wakes in time to see the balloon .He magically produces a Tarot Card from the startled INSPECTOR 'S ear .He lifts his arm with a flourish whereupon a gloriously painted canvas sky unrolls from the top of the set disgorging DIEGO as it reaches the stage .DIEGO rolls out , tumbles across the stage and lands next to the rest of his FAMILY . He 's beaming , laughing , full of wonder , transformed by his experience .DAD smacks DIEGO round the back of the head .THE FAMILY FROM HELL moves off . DIEGO , full of wonder and oblivious to his family , looks back at PARNASSUS and gives the old man the thumbs - up . PARNASSUS smiles and raises his thumb in response . The INSPECTOR OF FAIRS is joined by a POLICEMAN and POLICEWOMAN .The POLICE and the INSPECTOR exchange dark looks . Clearly they 're dealing with a dangerous trouble - maker .He bows mock graciously .

Next time I find you doing business without a permit I'll impound your wagon.

Valentina , half - undressed , is struggling out of her ` Wisdom ' costume while at the same time looking at pictures of beautiful homes and gardens in a very battered copy of ` Homes and Gardens ' . Without make - up and costume she appears much younger . A movement of something reflected in the dressing - room mirror catches her eye . In the mirror we see MR NICK , not a CUT - OUT , but the real thing .She turns , holding her dress to cover her modesty . There 's nobody there .

ANTON and PERCY are packing - up and closing the wagon . DR. PARNASSUS , out of his make - up and costume , is smiling and humming to himself as he removes the feed bag from one of the horses . The horse lifts its head and DR PARNASSUS recoils in shock and horror . Standing directly behind the horse is MR. NICK . a huge grin splitting his face .PERCY , winding a rope onto a cleat , hears distant laughter and looks up . CUT TO PERCY 'S P.O.V. where we see , some distance away and in a relatively secluded spot , MR NICK rocking with laughter while DOCTOR PARNASSUS looks stricken . He clutches at the back of a park bench to steady himself . CUT TO PERCY who looks thoughtful and worried . He heads off to help DOCTOR PARNASSUS as the latter slumps onto the bench . MR NICK has vanished .He looks over to where VALENTINA is helping close the theatre . PERCY follows his gaze .

The wagon makes its way through city streets . PERCY is sitting on the roof driving . ANTON is lying on the roof looking up at the stars . VALENTINA is sitting next to him lost in thought .PERCY holds his hand out , palm up .ANTON produces an old beaten - up copy of ` Beautiful Homes ' and starts thumbing through it .She tries to snatch it from him . He flutters it out of her reach .She wrests it from him and hides it just as PERCY looks back at them .ANTON is n't sure how to take this .She gets up , kisses ANTON on the top of his head and climbs down into the hatch . Anton looks thoughtful , bruised . PERCY glances back .She disappears down the hatch , then quickly pops back up .

DOCTOR PARNASSUS ' cabin is tiny . It 's packed with books and memorabilia ; Egyptian/Assyrian/Greek / etc. , magic trick paraphernalia , and much else . A hanging lantern suspended from the ceiling throws moving shadows . DR. PARNASSUS is slumped despondently on a cramped bed . A plate of untouched food sits on a table in front of him . He has laid out tarot cards . To the right - The Magus . to the left - The Devil . The next card is The Maiden . He places it carefully beneath The Magus . He picks up an open bottle of spirits and takes a swig . Clearly he 's already had a few drinks .She comes in .She starts tidying up .Valentina picks up Parnassus ' nearly empty bottle .DR PARNASSUS reaches up and plucks a glass paperweight out of the air . It 's that kind that contains little models which are engulfed in a snow storm when the paperweight is shaken . DR. PARNASSUS shakes the paper - weight and watches the ` snow ' swirl about .THE CAMERA closes in on and ` enters ' the paperweight .

A HOODED RIDER moves slowly through the snowstorm , the horse picking its way carefully across a field of virgin snow .In the distance , rising like a dark mountain , is a strange monastery . Dim light comes from a couple of windows . We can hear , from far away , the indistinct droning voice of the story teller , a younger DR. PARNASSUS . THE CAMERA moves up over and way ahead of the HOODED RIDER , continuing through the snowstorm , over fields , forests , valleys , rocks , until it reaches the monastery , high on a rugged hill . Here it enters one of the dimly lit monastery windows , taking us into a dining hall .

Entering via a window and looking down into the monastery dining hall , we see DOZENS OF MONKS sitting at a long refectory table . They are eating their supper and listening to a young DR. PARNASSUS who is sitting on a dais at the far end of the hall , his eyes closed , in a trance , telling a story . A log fire burns in a big fireplace .The door to the refectory swings open with a crash . The MONKS look up . Standing on the thresh - hold is the hooded figure , covered with snow . He throws off his hood . It 's MR NICK .

DR. PARNASSUS and MR NICK are sitting at the fire . Behind them , in the hall , MONKS come and go . On the dais , a MONK continues with the story . This monk is a younger PERCY .PERCY continues telling the story in the background .DR. PARNASSUS smiles .MR NICK turns and throws a spell at PERCY who goes rigid like a statue - struck dumb . The story stops .Another MONK , sitting at the table , immediately continues the story .MR NICK freezes him too , stopping him from speaking . A third monk continues .MR.NICK renders him silent .MR NICK zaps DR. PARNASSUS and all the other MONKS . All still . None of them can speak .He pushes open a window .DR. PARNASSUS and the MONKS , still struck dumb , look appalled .MR NICK undoes the spell . The MONKS moan . DR. PARNASSUS slumps down in despair . MR NICK smiles and lights a cigarette . He 's enjoying this .Splat ! A gob of bird shit lands on MR. NICK 'S head . An eagle circles overhead . It swoops across the hall and exits through a window . DR. PARNASSUS leaps up , laughing , amazed , revived .MR NICK is furious .MR NICK stubs out his cigarette .MR NICK whispers into the DR. PARNASSUS 's ear .

DR. PARNASSUS and PERCY are travelling the world with a little theatre . Giving performances . Inviting AUDIENCE MEMBERS onto the stage to participate .CUT TO another performance . Now the 16TH CENTURY .Another show . now the 18TH CENTURY

DR. PARNASSUS and PERCY are performing on a street corner in modern clothes . As are all the PASSERSBY who pay them no attention . They look exhausted , like beggars . and very old .A BEAUTIFUL WOMAN -LRB- played by the same actress as Valentina , but older with different coloured hair -RRB- comes into view .

CUT TO a desolate cliff top where PERCY is struggling with DR PARNASSUS , trying to prevent him from throwing himself off the cliff .DR. PARNASSUS breaks free , stumbles backwards , and pitches out into space . PERCY screams .DR. PARNASSUS is hanging by his coat , snagged on a branch angled out from the cliff face and held , like a fishing rod , by MR NICK who has a great grin on his face .

CUT TO a much younger DR. PARNASSUS and the BEAUTIFUL WOMAN in a row boat , picnicking , as they float down a river . They are in love , very happy to be together . PERCY , wearing a blazer , flannels and straw boater is rowing or punting .The boat bumps into a submerged log . DR. PARNASSUS tries to push free . Several cigarette butts float past . Looking up , DR. PARNASSUS sees a man sitting on the riverbank , fishing , smoking a cigarette . It 's MR NICK . There is a loud and ominous clap of thunder .

DR. PARNASSUS looks haggard . He closes his eyes . He sways and drops the paper - weight .At that moment the wagon lurches to a stop and we hear frantic banging on the roof . DR PARNASSUS is glad of the excuse not to go on .More banging from above .VALENTINA turns and goes . PARNASSUS looks miserable but , almost relieved . He turns over the next card . It 's The Hanged Man . It depicts a body hanging from a gibbet surrounded by several arcane objects . PARNASSUS studies the card , trying to wring some meaning from it - then lays The Hanged Man in the space between the others . He takes a swig from the bottle .

The wagon has stopped in the middle of Blackfriar 's bridge . It 's pouring with rain . VALENTINA , wearing some sort of covering against the rain , climbs out of the hatch and onto the roof of the wagon . Here she finds ANTON pointing excitedly down into the Thames .VALENTINA looks doubtfully at PERCY who peers morosely out from under his sou - wester and shakes his head .Lightning flashes again . We see what ANTON and VALENTINA see . A shadow , on the water , of someone ` dancing ' , hung by his neck with a rope attached to the underside of the bridge .

ANTON is ` absailing ' over the side of the bridge . One end of a rope is tied around his waist , the other is attached to the bridge parapet . A lantern dangles from his waist . VALENTINA and PERCY watch ANTON 'S perilous descent . Moments later there are two bodies hanging from the bridge , the mysterious HANGING MAN 'S and ANTON 'S . The MAN is hanging by a noose around his neck , still jerking in his dance of death . His hands are tied behind his back . ANTON ca n't reach the MAN .ANTON shoots PERCY and VALENTINA a jaundiced look and with VALENTINA 'S help on her end of the rope begins to swing back and forth . Eventually , with a big enough swing , he manages to hook his foot around the HANGING MAN who has gone limp . Dead . With extreme difficulty and great discomfort , ANTON pulls the MAN close to him , takes a knife from his pocket and cuts the MAN 'S rope . ANTON and the MAN are now swinging back and forth together on ANTON 'S rope which is threatening to cut ANTON in half .

VALENTINA , ANTON and PERCY manhandle the MAN over the parapet and onto the pavement . DR. PARNASSUS has just stepped out onto the top of the wagon . Soaked . He 's drunk and is swaying .He goes , unsteadily , back inside . VALENTINA and ANTON drag the MAN under the wagon , out of the rain . The MAN is dressed in an expensive Saville Row suit . His jacket pockets are full of strange weights and arcane symbols have been scrawled on his forehead . He 's about 30 years old and very handsome . The MAN appears to be dead but VALENTINA decides to try the kiss of life . ANTON is made uncomfortable seeing VALENTINA administer the kiss of life and he pulls her away .He brings both fists down hard on the centre of the MAN 'S chest . Boing ! The ` dead ' MAN coughs , sits bolt upright , spits out a little metal tube and smashes his head on the underside of the wagon , knocking himself out . The little metal tube clatters over the asphalt .ANTON picks up the little metal tube and examines it .

VALENTINA , ANTON and PERCY drag the MAN from under the wagon and carry him to the rear .They start to bundle the MAN in one of the travelling trunks attached to the back of the wagon . With the body hanging half in half out , ANTON suddenly stops .ANTON does n't want to answer that one .VALENTINA , single - handedly , hefts the MAN into the trunk and carefully places a cushion under his head . An action not missed by ANTON .

The wagon stands , hidden , among deserted derelict buildings . All is quiet . The lid of the big travelling trunk slowly opens . The MAN struggles out . His neck is sore , his wrists ache and his head is bruised . He has n't a clue where he is . He tries to make sense of the wagon , the grazing horses , the derelict buildings . Some distance away a bizarre , horned and tailed CREATURE is involved in a strange contorted dance . Hoping to avoid the CREATURE , the MAN starts to move away but is stopped by a squeaky voice behind him .The MAN turns around to find PERCY looking at him .He can hardly speak . It hurts him to do so .PERCY whistles to the dancing CREATURE , who turns and approaches . The MAN is getting very nervous .Suddenly a mobile phone starts ringing . They all look at each other . It 's in the MAN 'S pocket . But , he does n't move . The CREATURE takes his head off . it 's ANTON .The MAN still does n't move . ANTON reaches over and tries to find the phone in the MAN 'S pockets . The MAN tries to push him off and find the phone himself . The phone is retrieved but , in the struggle to answer it , it 's dropped . A WOMAN SPEAKING RUSSIAN can be heard from the phone . As ANTON and the MAN dive for it , the MAN ` accidently ' steps on it . The phone is crushed .ANTON and PERCY glare with deep suspicion at the MAN .DR. PARNASSUS , holding a cold , damp towel to his throbbing head , appears , coughing and miserable from the wagon .ANTON produces the bricks with strange markings that were in the MAN 'S pockets .DOCTOR PARNASSUS examines the bricks with great interest . He pulls out The Hanged Man card and compares it 's arcane details - a noose , strangely marked shapes like bricks , a metal tube - to the objects found on the MAN .She appears from inside the wagon .They all look at one another . Good point .PERCY and Anton exchange knowing looks .DOCTOR PARNASSUS , looking up from his study of the bricks and noose , takes the MAN aside , looks closely , trying to read the strange markings on his forehead .The MAN wipes his hand across his forehead . Looks at his inky hand . confused .TONY does n't know what DR PARNASSUS in talking about but he grasps the fact that if he wants to be allowed to stay here he needs to play along .DOCTOR PARNASSUS takes PERCY aside , shows him the Hanged Man Tarot Card and indicates the MAN with a nod .PERCY groans and tears his hair . VALENTINA is pleased . ANTON is not . VALENTINA kisses PARNASSUS on the cheek .

I have n't done anything. I'm sure. I hope. Please. Give me the benefit of the doubt.

The MAN precedes DOCTOR PARNASSUS in the tiny room . He looks around in amazement .He does so . DOCTOR PARNASSUS sits opposite him .PAUSE

The wagon is parked in a shopping mall parking lot . The theatre is being opened up by PERCY and ANTON . There are a few late night SHOPPERS coming and going .

VALENTINA , dressed as ` Beauty ' , is rummaging in a theatre skip , helping the MAN find something to wear for the show . There is a slight whiff of sexual attraction in the air .The MAN tries on the wig and looks in a mirror . VALENTINA tries not to laugh .She presses a metal breast - plate to his chest .Mischievously , she ties a chiffon tutu around his waist .VALENTINA giggles .He begins tickling her . She laughs uncontrollably , falling backwards into the costume skip .ANTON enters wearing his Mercury gear . He freezes , seeing GEORGE and VALENTINA rollicking about . They stop , look up .

I'm sorry but, nobody laughs at me without paying the price. ah, ha.

Three tickets for the price of two. That's a fantastic deal. It's a brilliant show. Much better than sex.

But being a true professional he tried to keep going, at considerable risk to his health.

No problem. dear ladies. No problem at all. I'm so terribly sorry. I ca n't apologize enough. You can have your money back or, if you like. an extra free ticket. Better yet, two extra free tickets if you buy another ticket at half price. This offer is only available today.

Do n't be angry with him. He's a little bit jealous. He's young. Insecure. I'll make it my job to boost his confidence.

VALENTINA and ANTON arrive in the doorway , dismayed . GEORGE hovers in the background . DOCTOR PARNASSUS is attempting to get ready for the show but he 's so drunk he can hardly stand . He 's already put some article of clothing on back - to - front or inside out . PERCY is trying to help .EVERYONE looks at George .

DOCTOR PARNASSUS is on stage , floating ' on his glass pillar , apparently in a trance but , humming erratically . He is flanked by VALENTINA and ANTON who stay close to PARNASSUS in case he falls . PERCY is in his medieval costume/one - man - band outfit . They all look uneasy .VALENTINA peers out over the ` footlights ' in the hope of catching sight of GEORGE .He 's nowhere in sight .VALENTINA gives him a dirty look .

GEORGE , wearing his ` romantic ' Venice carnival mask is smooth - talking several middle - aged LADIES on queue at the supermarket check - out . He 's carrying the theatre 's ticket dispenser .Much ribald laughter from the flattered LADIES .

The shoppers have gone . The last car drives out of the car park leaving it empty except for the theatre wagon . ANTON , VALENTINA and PERCY are on their own . PARNASSUS , on his plinth , is asleep and snoring .PARNASSUS groans in his sleep .ANTON sees GEORGE heading towards them with a mob of MIDDLE - AGED WOMEN in tow . Bubbling with excitement , the mob arrives .The other WOMEN agree .EVELYN and the other WOMEN are puzzled .GEORGE looks hopefully at VALENTINA and ANTON who do n't know what to say . We hear a crash . THE CAMERA PANS around . PARNASSUS has fallen off his perch and is now lying on the floor . snoring and mumbling . VALENTINA and some of the WOMEN run forward .VALENTINA and GEORGE exchange a quick look . VALENTINA thinks she 's found a kindred spirit .The WOMEN look on the verge of taking up the offer . ANTON and PERCY exchange looks . They ca n't believe GEORGE 'S chutzpah .

A large pile of coins with quite a few notes mixed in tumble onto a table . GEORGE is emptying his pockets while VALENTINA and ANTON look on .ANTON storms off . GEORGE looks at VALENTINA sympathetically .VALENTINA smiles at George with admiration and approval .

As the wagon trundles out of the deserted car park a DARK FIGURE hops onto the rear platform .

DOCTOR PARNASSUS is groaning and clutching his head . He has a fierce hangover . He pours some powder from a packet into a glass of water , stirs it with his finger and knocks it back . He grimaces and shudders . A hatch/shutter on the small window behind him slides open to reveal the grinning head of MR NICK .Startled , DOCTOR PARNASSUS spins around .He closes the hatch/shutter with a bang .Too late . He 's gone .

Back amongst the derelict buildings the Troupe is resting and doing chores . The horses are grazing . VALENTINA sits at a mirror fussing with various hair styles - slyly trying to catch GEORGE 's attention . PARNASSUS , holding his aching head , sits a short distance away sadly watching her . PERCY is with him .PERCY nods his head in George 's direction .CUT TO ANTON who is painting a long - stemmed , wooden flower . he comes over to VALENTINA with it in his hand .ANTON suddenly plops down on his arse in a puddle of mud . Then spins , flips the flower high into the air and , rolling face down onto his stomach , catches the stem with his clenched buttocks . VALENTINA bursts out laughing .CUT TO GEORGE who is peeling potatoes , badly . PARNASSUS and PERCY come up behind him .PERCY produces a small contraption with wires from behind his back and gives it to DR PARNASSUS .GEORGE takes the end of the wire .He does so .DOCTOR PARNASSUS closes his eyes . He seems to be making an effort .GEORGE does so .DOCTOR PARNASSUS takes his hand from GEORGE 'S head and gives the contraption back to PERCY .The effort seems to have tired PARNASSUS . He needs to sit down .PAUSE .VALENTINA and ANTON begin to pay attention and gather around .DOCTOR PARNASSUS shakes his head , no .PARNASSUS smiles and bows slightly ironically .VALENTINA looks at him thinking ` what a sympathetic person . ' The sound of a flutey whistle distracts him . ANTON is blowing a tune on the metal tube he found on the bridge .ANTON looks at the metal pipe .ANTON appears to offer the pipe to TONY but palms it so that when TONY reaches out to take it , it 's gone .TONY once more tries to take it . Once more ANTON makes it disappear .She steps forward , takes the pipe from ANTON and gives it to TONY .DR. PARNASSUS , who 's been watching this exchange , looks thoughtful .

My God! That's it! You're right! Anthony Shepherd! They call me Tony. Tony Shepherd! That's who I am!

That's absolutely fantastic! Thank you. Perhaps I'll remember other things.

That's so strange. And horrible. it's a complete blank. But I do remember I was involved in some sort of charity. trying to do good, to make the world a better place, you know. inspire people, give them hope.

Hang on. if he can really control people's minds, why is n't he ruling the world? Why bother with this crappy side show?

What a waste. Tell me about the mirror. What's the point of that, if not to razzle - dazzle the public?

Valentina, your father seems in a terrible state. Is it the police? The show? Maybe I can help.

Do n't say that. What you're doing is important. Really important. It's just. maybe. it should be done in a different way.

Oh, hello, good morning sir. How are you feeling? That was a nasty bump on the head you got.

Well, sir, I've been thinking. It's clear the show's not attracting many people. Forgive me but. I see two ways of tackling this problem. Either the style of the show is at fault. or the type of audience. I would suggest changing both.

This kind of mind control. Let's try to meet the public halfway. the right public. and in a better part of town.

The trick is not to hide. Change your colours. Be bold. Go where they would least expect to find you. I think we have been brought together for a reason. I do n't believe in coincidence. You saved my life. Now let me do something in return.

Well. First of all, I want you to give me your money. All of it.

We are here to give. not take. We are here to help those in need. If it's money you need, then here it is.

If it's the flowering of the soul you need, then here we are but, unfortunately we are booked solid at the moment. But thank you. I can see you have a generous spirit.

Cost? Money is no good in the Imaginarium. This is a refuge for hearts in need of truth. A place for souls to be purified.

Madam, why should you care about time? What are your dreams worth in minutes?

What about the dreams of the less fortunate in the world. Do you have time for their dreams? Or are you like I once was. do you just despair? Despair at all that is wrong in the world.

. despair at your inability to do anything to change it. to make it better. I despaired so much at the powerlessness of my own existence that I took the easy way out. the coward's way. I committed suicide! Yes, that's right, I killed myself. Can you understand my despair? But I was saved. saved by a miracle. The Imaginarium. and Doctor Parnassus. He brought me back from the dead. He gave me a new life. A reason to live. He has given me power to dream again. to dream of a better world.

We do n't want your money. We want your hopes and dreams. You may make a donation later, if you wish.

This is a rare moment. Very few are chosen. Do n't miss this once - in - a - life - time opportunity. This way. Please.

It's one of the rules. One imagination at a time, free from the influence of another.

You must make a choice. and. actually, to be honest, I'd strongly recommend this one.

Exactly. To be reborn, first you must die. All of them have achieved a kind of immortality. And we love them all the more for it. They wo n't get old or fat. They wo n't get sick or feeble. They are beyond fear. They are forever young. They are gods. And you can join them.

But your sacrifice must be pure. You have to let go of all these worldly goods.

Did you see me! I almost reached the clouds! I could have. it was incredible. I was almost there.

I made my choice and I climbed. I felt so much potential. I could have done anything. I have to have another chance. another go. I need this.

Because they're irredeemably bad people, and I'm essentially good. I know that sounds terribly prim and arrogant and self righteous, but I'm trying to be honest. Look, the truth is. in order to get my charity off the ground I needed capital.

Yes, I know, and you're right, but that's the way the grown - up. the real world works. You ca n't make omelettes without soiling your hands. Or should that be the other way round? Anyway, I - with hindsight very foolishly - accepted a loan from people who seemed to me, at the time, to be very decent and sincere. There was absolutely no way I could have known that they were part of a ruthless organised crime syndicate and that they wanted to use my charity to launder money. I made a mistake. And I have to live with that. I'm sorry. What more can I say?

But, can we not talk about me for a moment. I want to thank the Doctor for letting me experience the most sublime, inspiring.

Stop saying that! I did n't steal it! I did n't have it. I'd had to invest in infrastructure. I needed more time. When you run a charity you have to give lots of money away. You would n't believe the red tape. The Charity Commission are a bunch of fascists. It's incredible. I mean. c'mon give me a break. I almost died today. and I said I'm sorry. and anyway. this was supposed to be a special day. it's Valentina's birthday.

I overheard you. You only need one more to win. Me! I'll be that one. I'll take the risk to save Valentina and, hopefully, you sir. We've still got a few minutes.

And, as your son - in - law. perhaps. initiation into the secrets of the trance.

You must do it! You have to do it! It's the only way to save your daughter!

I'll make the right choice. I'm sure of it. I can feel how right it is already.

Oh God! Doctor. We can save her. you and me. I need this. We both need this. Please. The trance.

PULL YOURSELF TOGETHER! Sir. Concentrate. or you'll have lost her forever.

It's alright. it's alright. Do n't cry. It's going to be alright, believe me.

Everything's going to be alright. I'll take you away. I'll show you the world. My world. The great big beautiful world I've always dreamed of. You'll love it.

Valentina, Do n't listen to that. I'm innocent. This is the work of people who are trying to destroy me! Evil people! Believe me! Look, I'll show you the truth!

Sustainability's great, if you can achieve it. The problem is, in many cases you simply ca n't, for a whole variety of reasons.

I would n't presume to have a ` message' for the Prime Minister. Fortunately for the Foundation, I think we pretty much see eye to eye on most things.

This is a vitally important moment for the future of the Foundation. The children of the world are depending on us.

And now he does n't stutter! You see!? It was all an act to get cheap sympathy!

You've betrayed me! Have n't you? You let him in. into my world, you bitch!? after all I've lavished on you. OW!

Who's behind this!? Eh!? You did n't come up with this all on your own did you!?

You've been talking to the devil, have n't you? Let me guess what he said. If you manage to kill me, he'll release Valentina. Yes? Am I right? I am are n't I? It's all lies. He ca n't release her. And why not? Because he does n't have her. He ca n't have her because she's the prize.

He does n't have five wins. But if you kill me he will, wo n't he? You'll have lost Valentina forever!

PARNASSUS and CO are preparing to move out and do a show . ANTON is working near PARNASSUS and PERCY who are unaware of his presence .ANTON pricks up his ears .CUT TO ANTON who winces .DR. PARNASSUS looks at PERCY questioningly .CUT TO ANTON who 's pleased .CUT TO ANTON who looks puzzled .CUT TO ANTON as he moves , thoughtfully , away .

The theatre , parked outside a pub , is up and running . ANTON , as Mercury , is doing his pitch .Behind the curtain , PERCY is signalling VALENTINA to see if DOCTOR PARNASSUS has been drinking . She sniffs him .A roll on the drums from PERCY . The curtain rises . DOCTOR PARNASSUS ` floats ' above the stage on his glass plinth .However , the AUDIENCE - a few PASSERS - BY and DRINKERS who have drifted out of the pub for a smoke - are n't much interested in ANTON . Instead they pay more attention to the masked TONY who , decked out in a stylish costume , is working the sparse crowd with his smooth charm . ANTON , irritated , glances back at DOCTOR PARNASSUS who is worried about the lack of customers . TONY is now surrounded by fascinated WOMEN . They laugh at one of his jokes . One pretty young woman , SALLY , in particular seems to be smitten by the handsome ` actor ' . TONY smiles seductively at her . The sight provokes ANTON . He leaps off the stage , grabs SALLY by the wrist and begins to pull her to the stage . PERCY keeps playing .ANTON is trying to compete with TONY but just ca n't manage the charm .A few ONLOOKERS cheer .ANTON is still pulling SALLY onto the stage .More laughs .More laughs .Anton sweeps her off her feet and carries her onto the stage .VALENTINA , worried , steps forward to try and restrain ANTON .Staggering under the weight of the struggling SALLY , ANTON barges into DOCTOR PARNASSUS ' on his glass plinth . The plinth rocks and teeters . VALENTINA tries to stop it falling . ANTON , unaware of what he 's done , disappears through the mirror as DOCTOR PARNASSUS crashes head first onto the stage . Crack ! From behind the mirror comes the sound of a woman 's terrifying , terrified screams .Upstage VALENTINA tends the stunned DOCTOR . He clutches his head in pain .

SALLY! They've got her in there! That's her screaming! SAL! They doing something to her! SALLY! Help, somebody! Help! Save her!

Terrified , ANTON and the screaming SALLY are spun through a black void clinging desperately to an asteroid as planets and stars spin madly around them . Blood - red lightning bolts crackle and crash . Chaos .

Out front , the CROWD , larger now , is reacting badly to the dreadful screams . Sally 's friends try to storm the stage . TONY and PERCY try to hold them back .A MIDDLE AGED WOMAN hits him with her handbag . TONY and PERCY are in danger of being overwhelmed . We can still hear Sally screaming from somewhere within the stage .A DRUNK takes a swing at PERCY , misses , and connects with TONY .He falls off the stage and disappears into the angry CROWD who begin pummelling and kicking him . PERCY , desperate , produces a pistol and fires a couple of shots into the air . EVERYONE dives for cover . PERCY , taking advantage of the temporary lull , begins to race around , untying , unhooking , and pulling on ropes . The theatre begins to close up as the horses bolt and the wagon clatters off down the street , bits falling off as it goes .A battered TONY , chased by the enraged crowd , just manages to clamber on board , with the help of VALENTINA . The wagon narrowly succeeds in out - pacing the fastest of the CROWD . As it disappears down the street , a figure is dumped unceremoniously out through the back door of the wagon . It 's the terrified SALLY , sent sprawling in the middle of the road . A figure steps out from the shadows to help her to her feet . It 's MR. NICK in his bowler and red waistcoat .

A police siren howls as the wagon comes crashing around the corner of a great rubbish tip and clatters to a halt . the horses steaming , sections of the theatre hanging loose , broken . an utter mess . The siren fades into the distance .

Amongst collapsed scenery PARNASSUS lies in a heap . The others are struggling to their feet . ANTON is desperately trying to do something useful to help PARNASSUS but , VALENTINA pushes him out of the way .TONY , battered and bleeding , helps her lift PARNASSUS and manoeuvre him to his room . ANTON is mortified . PERCY pats him on the back .

TONY helps VALENTINA get PARNASSUS comfortable .TONY , nods , leaves slowly . Listening .

PERCY is angrily banging about , trying to repair the damage . ANTON is trying to help but , is just getting in the way .TONY arrives .TONY finds ANTON sitting despondently a short way from the wagon swigging from a bottle . He sits down next to him .He pulls himself up and starts to stagger off .ANTON looks at TONY with loathing .He walks away into the darkness . TONY sits there busily thinking .

The morning light suffuses mountains of domestic refuse . Rubbish for as far as the eye can see . Plastic sacks of various colours , many spilling open . A few fires are burning . Flocks of scavenging sea gulls hover and dive , screaming blue murder . On one of the many pinnacles of garbage sits a lonely figure . It 's ANTON , depressed , angry , forlorn . The CAMERA SWINGS ROUND to show , below ANTON , in a valley of waste material , the wagon .

PERCY has spread out the broken scenery assessing the damage . In the shadow of the wagon VALENTINA is changing TONY 'S dressings .He holds her hand . Looks deep into her eyes .She looks miserable . TONY puts his arms around her . Holds her tightly to him .He is about to kiss her .DR. PARNASSUS , grim faced , head bandaged , steps from behind the wagon . TONY and VALENTINA quickly disengage .PERCY has appeared , dragging a damaged flat .He sits down heavily .He holds open a tattered fashion magazine to a page of beautifully photographed models in a fabulously magical setting . He thumbs through more pages of dreamy images .From behind the wagon ANTON watches forlornly . Alone and unnoticed by the others .PARNASSUS confers with PERCY .VALENTINA smiles and nods to PARNASSUS .What ?! PARNASSUS , PERCY , and VALENTINA look at each other . Then PARNASSUS sees something beyond the wagon . ANTON , downcast , heading off through the swirling plastic bags and flying rubbish . a battered suitcase in his hand .No answer from ANTON . VALENTINA runs after him but , he marches on silently .Anton stops , still not looking at VALENTINA he slowly drops his suitcase .Moved , ANTON turns to her . She smiles sweetly .

Close up on Parnassus 's glass plinth . now open - topped and sitting on the edge of the stage . full of the troupe 's savings . A sign proclaims `` Please Take Generously '' Directly behind the glass box is a half - globe with the continent of Africa featured . Sitting on top is Percy playing something ethnic but tasteful on a flute with one hand . his other is held out pathetically . a beggar . He 's blacked up and dressed in rags . He does n't look happy . He sneaks nervous glances at the glass box of money . The wagon , newly painted in sleek and stylish black and white , stands in Bond Street or some similarly fashionable street with expensive shops and art galleries . RICH WOMEN anxious to be conspicuous in their consumption of wealth glide past . New signs proclaim ` The Choice Is Yours ' ` The Imaginarium - More Exclusive than ever ' . The stage , hung with soft , flowing , gauzy fabric , has been chromatically divided in half - one side black , the other white . On the dark side a bloated , sun - glassed woman consuming vast quantities of food reclines on an elaborate lounge . She is , in fact , a very uncomfortable ANTON in full and fulsome drag . Center stage stands DR. PARNASSUS dressed as a stylized doctor with head reflector . In his hand is a staff with an elaborate sun on the top . He is blindfolded . On the white side of the stage stands the mirror and a stylized Tree of Knowledge with bright red apples . Under the tree , and reflected in the mirror , sits VALENTINA as Eve . naked except for a long wig that maintains her modesty . She gracefully combs her hair . Above the mirror is a sign proclaiming `` The Naked Truth '' . DR. PARNASSUS , peeking under his blindfold , is distinctly uncomfortable by his daughter 's lack of attire . TONY , in a beautifully cut white suit , and wearing his ` romantic ' Venetian carnival mask sits in profile in a dreamy pose on the edge of the white side of the stage . Nobody speaks . They pay no attention to the crowd . A few women stop , curious . One of them takes out some money and puts it in the glass plinth and turns to go .The woman stops , confused . Tony hands her back her money .TONY returns to his pensive pose . The women look at each other .The women grow pensive .During his speech , more and more people have gathered . Some are actually weeping . They are press forward putting money in the plinth . Tony tries to stop them but , they insist . VALENTINA , ANTON , PERCY , and DR. PARNASSUS are astonished by TONY 'S performance .A Louis Vuitton - dressed woman -LRB- 60 + years old -RRB- at the back of the crowd shouts :She points at the blacked up PERCY .PERCY is appalled .The LOUIS VUITTON WOMAN looks around as a couple of POLICE OFFICERS arrive on the scene . TONY spots them too and heads off the LOUIS VUITTON WOMAN as she makes towards them .The other WOMEN gasp .He ushers the uneasy LOUIS VUITTON WOMAN onto the stage and guides her upstage . PARNASSUS goes into his trance .The LOUIS VUITTON WOMAN steps into the mirror . TONY hesitates . a moment of uncertainty . VALENTINA encourages him with a smile . He steps through . Across the street a clock begins striking the hour . CUT TO the two POLICE OFFICERS who start to move the crowd and show on .But on spotting the naked VALENTINA who winks at them , they agree between themselves to give the show a bit longer .

Stop pushing! / Excuse me, can one make a booking? / Are you taking bookings? / Stop pushing at the back! / Form a queue!

I want to adopt that unfortunate black child. It should n't be working like this. It should be in school.

But. Rudolph Valentino, James Dean, Princess Di? all these people. they're dead.

Thank you, thank you, that was so beautiful, I feel so. thank you so much.

TONY and THE LOUIS VUITTON WOMAN are astonished to find themselves in the romantic , soft - focus , pastel - colour setting of a soothing , sophisticated , shampoo commercial . Soft fabrics waft , cleansing waterfalls cascade , rose - petals float through the air , beautiful girls swing from swings attached to clouds - all in delicious slow motion .THE LOUIS VUITTON WOMAN takes TONY 'S hand and looks at him meaningfully . TONY , disorientated , takes a moment to regain his composure . He smiles and , with an effort , puts his arm around THE LOUIS VUITTON WOMAN 'S wide waist . He looks into her eyes . She 's in love .A bar or two of tango encourages them to take a couple of intimate tango dance steps . Now gently wafting curtains part to reveal . down a flower strewn path and over a bridge . a sleazy motel with a shingle over the door reads : `` The One Night Stand Motel '' . In the office window sits MR. NICKShe bats her eyelashes at TONY and begins , knowingly , to pull him towards the motel .THE LOUIS VUITTON WOMAN pouts playfully , pulling him onwards .They have reached the bridge . Stairs descend to a stream .Below them a gondola rests in the stream as small , flower bedecked barques float past with framed pictures of romantic heroes who died young ; Keats , Shelly , Byron , James Dean , Rudolph Valentino , Marilyn Monroe , Buddy Holly , Princess Diana . the stream continues off into the distance to a dark , towering Egyptian pyramid . TONY is as bemused as THE LOUIS VUITTON WOMAN .The gondola awaits . with a beautiful male model at the helm . THE LOUIS VUITTON WOMAN smiles at him .But as she hesitates a dark shadow rises over them . TONY , looking past the WOMAN `` S shoulder , sees the dark waters of the stream rise up transforming into a GIGANTIC KING COBRA that towers menacingly over them . It 's wearing a BOWLER HAT . and it 's angry .He helps THE LOUIS VUITTON WOMAN remove her necklace , earrings , bracelets , rings , broach , in double quick time and guides her onto the gondola , blowing a kiss after her .He turns back to see the GIGANTIC KING COBRA shrinking back below the bridge , transforming itself back into the waters of the stream . From under the arch of the bridge hangs a rope . At its end . a hangman 's noose . TONY stares at it darkly disconcerted .

TONY re - enters the stage through the mirror , looking at DR. PARNASSUS who has just come out of his trance with astonishmentAnd then he realizes the clock is still striking the hour realizing that only a few moments have passed since he entered the mirror .The LOUIS VUITTON woman reappears , sitting on a cut - out cloud descending from the ceiling of the stage . She looks radiant . She is weeping , completely overcome by her experience . PARNASSUS steps forward and helps her to her feet . She kisses his hands in gratitude .Born again , tearful but transcendent , the LOUIS VUITTON WOMAN produces her cheque book and begins to write a cheque . TONY is frozen , confused . The crowd is still . stunned by the LOUIS VUITTON WOMAN 's transformation as she deposits the cheque , her handbag , her expensive coat in the glass box and glides benignly through the crowd . which parts in awe . Pause . and then the other WOMEN rush the stage . Mayhem is narrowly averted as TONY and PERCY manage to coral them into a more - or - less orderly queue . Across the street , standing in the doorway of a shop selling luxury goods , is MR NICK . He watches events , intrigued . as TONY escorts a second woman through the mirror , and a third , they descend , ecstatic , emptying the contents of their handbags , their pearls , earrings and diamond rings into the glass box . TONY pays off the cops who move on . TONY , getting more and more flamboyant , forgets to lower his mask each time he re - enters the stage . And now a fourth woman descends . Four successes for DOCTOR PARNASSUS .DOCTOR PARNASSUS spots MR NICK across the street , smiles , holds up four fingers . MR NICK gives a little ` I 'm not impressed ' smirk and turns away and pretends to be interested in the luxury goods in the shop window as four large dark heavy RUSSIAN MEN , all laden with luxury shopping walk past . One of the RUSSIANS stops . looking at the show . at TONY whose mask is sitting on top of his head . The leading RUSSIAN pulls him on .They start pushing through the crowd . TONY , reaching down to help an elderly lady up to the stage , looks up and sees the RUSSIANS heading through the crowd . Panic ! He pulls the mask down and begins to back up . But it 's too late , they 've definitely seen him . He spins around and rockets upstage , past DR. PARNASSUS who is deep into his trance . TONY dives through the mirror much to the amazement of VALENTINA , ANTON , PERCY . The RUSSIANS chase after him , shoving the queuing WOMEN aside , smashing the scenery and knocking ANTON into the wings .

The RUSSIANS charge through the shampoo - commercial landscape . No TONY . Just slo - mo fashion models and soft wafting fabrics and aromatic breezes .In the distance , TONY is hiding behind some billowing fabric . On being spotted , he takes off up a hill . The RUSSIANS race toward the hill only to crash into a solid wall - painted as a landscape with TONY frozen in mid stride . Looking off to their right they see Tony heading up another hill . But as they rush in that direction another wall rises up blocking them . Again it is painted with a hill and TONY frozen in midstride . A third and fourth wall rise up . surrounding and trapping the RUSSIANS . There is a cell door in one wall . Like crazy animals they start throwing themselves against the door trying to break it down . It wo n't budge . While the others batter the door , GREGOR , who has been somewhat affected by the soft shampoo commercial world , sits quietly in a corner picking pretty flowers . Exhausted , the other RUSSIANS collapse on the ground . GREGOR gently breathes in the aroma of the flowers and exhales . As he does the door swings open . The other RUSSIANS gape at him . then barrel out the door . Outside is a new , beautiful , landscape - the sky dotted with white fluffy clouds . Extending from the ground to each cloud is an incredibly long ladder . On each ladder is a person climbing upwards . The RUSSIANS spot Tony . He is already a hundred feet up a ladder and climbing . Unfortunately , their way is blocked by an over - bright , hyper - active , wide - eyed sales girl .The RUSSIANS roughly shove her aside . As they rush past , GREGOR pauses , hands her his flowers .Reaching the base of TONY 'S ladder , the RUSSIANS start climbing . Seeing the threat , TONY kicks hard and breaks the rungs below him . setting off a domino effect with more rungs breaking downward towards the RUSSIANS . Snap ! Crack ! Rungs break in their grasp . they fall . The RUSSIANS land in a tangled heap as the domino effect continues down to the base of the ladder . Laughing down at them , TONY turns to continue climbing - only to see the domino effect heading down from the top of the ladder . towards him . THE LADDER COMPLETELY SEPARATES IN TWO . Tony struggles to maintain his balance - and somehow manages to get his feet on the two halves of a broken rung . Then , as if he were on giant stilts , starts to stride away . The RUSSIANS chase after him but , his giant strides leave them far behind . Smugly , TONY looks back just as one of the legs of his ladder snags on a fallen log . He loses his balance . and plunges hundreds of feet earthward . From nowhere , ANTON -LRB- still dressed as a fat woman -RRB- appears . running to catch the plummeting TONY . He does and Whomp ! is flattened . Knocked out cold . TONY is unscathed . his fall broken by ANTON 'S padding . But , the RUSSIANS arrive , grab TONY , start to beat him up .They scrawl strange symbols on TONY 'S forehead .ANTON struggles to his feet .The RUSSIANS turn and , thinking ANTON is a fat , bossy , middle - aged woman , hesitate .Foolishly , he whips off his wig and assumes a manly martial arts pose . The RUSSIANS look at each other . Then , utterly ignoring ANTON , turn their attention back to beating TONY . GREGOR walks calmly over to ANTON who is in attack mode .Confused , ANTON takes the flower , sniffs and then . GREGOR floors him with a powerful punch on the nose Meanwhile , the RUSSIANS have a noose around TONY 's neck and have looped the rope over a tree branch . TONY struggles to pull out the metal pipe he keeps on a string around his neck . He gets it to his mouth as if to swallow it when . the ground erupts and a giant London policeman 's helmet rises up -LRB- we are talking 20 feet tall -RRB- and revolves - revealing DR. PARNASSUS ' carved and painted face beneath . The mouth drops open and a great red tongue rolls out like a welcoming red carpet . From inside the giant mouth a smiling policeman beckons the RUSSIANS to come on in . The terrified RUSSIANS let go of the lynching rope . TONY drops to the ground and , with a whistle , the brass pipe flies out of his mouth . Behind the RUSSIANS a painted backdrop unfurls . it reads `` JOIN THE FUZZ . WE LOVE VIOLENCE '' . and a chorus line of LONG - LEGGED GIRLS in mini - skirted police outfits appear - high - kicking a snappy song and dance number . The astonished RUSSIANS do n't know what the fuck is going on . Suddenly , a friendly OLD WOMAN 'S VOICE is heard shouting something in Russian . Spinning around , the RUSSIANS see an old BABOUSHKA -LRB- Russian grandmother -RRB- outside a tumble - down cottage waving gaily to them . A stunned pause . Then , pell - mell , they rush to her .As they run toward her they get smaller and smaller . She lifts her skirts and all four disappear underneath . And then . BOOM ! a muffled explosion balloons the skirts outward . Smoke spews out from below . Straightening her skirt , the BABOUSHKA looks up , and pulls off her head - revealing MR.NICK 's tiny head poking out of the collar . He smiles smugly . The giant POLICEMAN DR. PARNASSUS registers disappointment and , like a balloon rapidly deflating , spins off into the sky sending up a cloud of dust obscuring everything . The dust clears and TONY and ANTON find themselves in a desolate , empty landscape . Nowhere . Nothing .Over a distant rise the wagon appears , pulled by the horses . ANTON drags Tony , babbling and stumbling , towards it .

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The wagon is parked on waste ground . It looms out of nowhere illuminated by a light leaking from within . We hear PERCY 'S angry voice .

The angry troupe huddles amongst the clutter of props and jumbled scenery . TONY is on trial . DR. PARNASSUS is sitting in a corner , head in hands . He seems utterly destroyed .ANTON looks askance .VALENTINA wants to believe TONY . ANTON and PERCY do n't .He pulls out the LOUIS VUITTON WOMAN 'S beautiful necklace from his pocket .He puts it around Valentina 's neck . VALENTINA smiles . ANTON glowers .TONY looks uncomfortable , tries to rub his forehead clean .But , before he can say anything , there 's a knock on the door which startles everyone . They exchange looks . DR. PARNASSUS is frightened but hides this from the others . The knock is repeated . PERCY starts to get up .PERCY sits down . The knock comes again .Once more someone knocks . Everyone is edgy . Particularly PERCY . The knock comes again .DR. PARNASSUS gets up , goes to the door , opens it and steps outside , closing the door behind him . VALENTINA , ANTON , PERCY and TONY exchange looks .

DR. PARNASSUS and MR NICK move away from the door and go around to the front . The stage is half - opened . The horses are standing steaming nearby .MR NICK shakes his head .SALLY -LRB- the woman thrown out from the wagon as they escaped from the pub mob -RRB- steps out of the shadows , puts her arms around NICKHe smiles , lights a cigarette , takes a deep drag .and he wanders off into the darkness with SALLY . Somewhere , a clock strikes 11 . DR. PARNASSUS , agitated , watches him go .DR. PARNASSUS looks round to find VALENTINA standing next to him . He starts to round up the horses .PARNASSUS sighs . Stops . He checks his watchLooking at VALENTINA , DR. PARNASSUS sees her morph into the BEAUTIFUL WOMAN appearing . He almost swoons .The BEAUTIFUL WOMAN morphs back into VALENTINA .DR. PARNASSUS looks haggard . He closes his eyes . He sways and loses his balance . VALENTINA stops him from falling .VALENTINA ca n't take it in .VALENTINA looks at him .She rushes off into the dark night .A dark silhouette stands in the shadow of the wagon . It 's TONY . What has he heard ?

DR. PARNASSUS rushes into the wagon . PERCY is already on his feet , having heard the DOCTOR shouting .ANTON rushes out . PERCY stops by DR. PARNASSUS before he exits .

ANTON , running , calling for VALENTINA . PERCY is scouring the area on horseback . ANTON running though a newspaper - filled tip , sees a headline on one of the newspapers . Stops .

PARNASSUS , a bottle in his hand , is lurching around .He starts to violently bang his head against the side of the wagon . Suddenly the stage begins to unfold . PARNASSUS looks up , unable to see what or who is doing this . He drunkenly stumbles around the side to see TONY pulling ropes .Tony steers DOCTOR PARNASSUS towards his glass column .TONY leaps back to steady DR. PARNASSUS who looked as though he were about to topple off his pillar .PARNASSUS quiets down . Starts mumbling . TONY rushes to the mirror . Steps through . He finds himself standing amongst the stage scenery . Nothing else .He steps back out of the mirror . Goes to PARNASSUS who is weeping .TONY shakes him hard .PARNASSUS slowly goes into a sobbing kind of trance state . TONY confirms he is in a trance , then rushes to the mirror .What ?! TONY stops . Looks around . There in the shadows huddles VALENTINA , sobbing .TONY hesitates . No time ! He looks back to PARNASSUS who seems to still be in his trance . Hesitates . Then rushes to VALENTINA .TONY lifts her up , putting his arm around her .VALENTINA , grateful , clings to TONY .They turn to the mirror but , an off - stage clearing of the throat makes them look round to see ANTON watching them . He 's holding a torn and dirty piece of newspaper .TONY tries to snatch the paper but ANTON steps back .PARNASSUS is still in his trance but , mumbling .VALENTINA is surrounded . Confused .TONY pulls VALENTINA towards the mirror . ANTON tries to stop him , but TONY pushes him back , off the stage . He crashes to the ground .TONY and VALENTINA disappear through the mirror .

Mist and rain descend as TONY and VALENTINA run through the darkened shapes of the shampoo - commercial landscape - now tattered , ragged , and wind blown . Darkness reigns .Soaked and cold they spy a welcome sight . A uniformed valet with an open umbrella stands by the door of a sleek limo .TONY ducks under the umbrella and helps VALENTINA into the car ahead of himself . As she slides across the seat she notices the driver - bowler hatted and smoking a cigarette .She pushes TONY back and scrambles out . dragging him back out into the dark rain . The driver turns around . It 's MR.NICK . looking vexed . VALENTINA and TONY struggle through the rain . Suddenly , they find themselves in deep water up to their chests . They are sinking . Through the mist they see a boat . It is the gondola that transported the LOUIS VUITTON LADY .The boatman turns the boat in their direction . TONY tries to pull himself on board . The boatman reaches down to help .It 's MR. NICK . VALENTINA recoils , drags TONY off the boat .She points to jumbled rocks just visible in the darkness . They drag themselves onto them . The rocky monoliths appear to be the same as the landscape ANTON climbed over when he was searching for DIEGO , the son of THE FAMILY FROM HELL . And , like a repeat of that experience , from behind the ridge rises the Parnassus - faced Mongolfier balloon . But , now the eyes stream tears and rain pours down . In the basket is ANTON .He pulls her away . towards a little tumble - down cottage . Warm candlelight glows in the windows , smoke curls from the chimney . They run to the door . TONY bangs on it . Someone can be heard unlatching the locks inside . A child 's crying cuts through the wind . VALENTINA turns and sees a little girl sitting on the path . among flapping laundry . She rushes to her , tries to pick her up but , the little girl resists .The door has just opened and TONY is halfway through . He turns , irritated .Behind him , in the warmth , stands the old BABOUSHKA . Seeing that VALENTINA is really struggling with the little girl , TONY reluctantly goes to help . The little girl , on seeing TONY , tries to break away but , he holds on to her .The litle girl goes quiet . VALENTINA looks at TONY with surprise . The BABOUSHKA looks angry . Suddenly a light begins to suffuse TONY and the little girl . A small orchestra can be heard playing garden party music .The light fills the screen and we find . TONY , sleekly groomed and immaculately dressed , holding the smiling little girl . She too has been cleaned and buffed . The sun shines . He stands in .

a large well kept lawn covered with smart guests , BUSINESS PEOPLE , POLITICIANS , POP STARS , CELEBS . Behind and beyond them is an impressive country house . A small orchestra is playing . There is a marquee . WAITERS and WAITRESSES move amongst the assembled notables bearing trays of drinks and food . TONY is the focus of attention . A TV current - affairs/news JOURNALIST with CAMERA CREW is following him around .TONY smiles and shakes the hand of someone in a wheelchair . A GROUP OF GUESTS burst into spontaneous applause . Everybody loves and admires TONY . He smiles boyishly . He moves on . The TV CREW stay with him .VALENTINA appears . She is beautifully dressed , coiffed , made - up , she looks stunning .She and TONY exchange broad smiles . They 're in love . He pulls her to his side and puts his arm around her . The photographers snap away .Now we hear a distant buzzing . EVERYBODY looks up . They see a speck in the sky , it 's the PRIME MINISTER 'S approaching helicopter . TONY and the posse of JOURNALISTS and PHOTOGRAPHERS rush off leaving VALENTINA standing alone .

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The PRIME MINISTER and his WIFE get out of the helicopter , followed by their AIDES . TONY and the PRIME MINISTER shake hands for THE TV CAMERAS . VALENTINA watches from a distance . ignored .

A huge chandelier illuminates a grand ornate ballroom where wealthy guests , in evening dress , are being seated at tables by liveried ushers . Large beautiful photographs of the underprivileged children of the world line the walls . A great banner reads `` Suffer The Little Children Benefit Ball '' The PRIME MINISTER and his WIFE are seated at the head table , facing the dais , bubbly and expectant . Security is heavy .

TONY is conferring with his speech writers and assistants as VALENTINA descends the staircase looking utterly stunning in a beautiful gown . TONY bows , romantically kissing her hand . He turns her to admire their reflections in a gilt mirror . the perfect , beautiful , dream couple .The little girl , OLGA , and a little boy are brought forward . They are dressed in ethnic clothes . TONY takes OLGA 'S hand . offers the little boy 's hand to VALENTINA . She takes it in her own . The four of them start to walk to the door leading to the ballroom .TONY and VALENTINA look around . ANTON is nowhere to be seen but , his voice continues .The LITTLE BOY is tugging VALENTINA 'S arm . She looks down . It 's ANTON . A child - size ANTON .He produces the newspaper with TONY 'S photo and news story .TONY lunges for him but , ANTON dodges out of the way .Security guards have rushed in .TONY has grabbed little ANTON and starts hitting him .Little ANTON has leapt on TONY 's back and sunk his teeth into TONY 'S ear . TONY throws him off and starts beating him .

In the glittering ballroom a children 's choir sings .Behind the choir the double doors of the ballroom crash open . exposing TONY violently beating up an ` ethnic child . ' Stunned silence as the horror of this happy scene sinks in . Then .As one they leap to their feet . TONY looks up and freezes . At the same time the walls of the ballroom begin to crack and disintegrate . TONY 'S world starts to fall apart . literally . The floor around TONY falls away into an abyss leaving only a narrow escape route . He hurls ANTON aside and dashes away as the GUESTS pursue him . ANTON avoids being trampled but , loses his footing and falls over the edge .VALENTINA , fighting through the angry GUESTS , rushes to the edge of the abyss . ANTON is struggling to hold on to a broken floor joist that protrudes several feet down from the side of the cliff face .His grip slips . VALENTINA reaches for him , grasps his hand .And . ANTON REVERTS TO HIS NORMAL SIZE . AND WEIGHT .ANTON slips out of her grip , plummeting into the abyss .Suddenly , VALENTINA is jerked backwards by her hair .They turn to see PARNASSUS in the distance -LRB- where once the ballroom stood -RRB- stumbling towards them , drunk , desperate . As he moves forward a new landscape is created behind him . TONY rushes towards PARNASSUS .Throwing his arm around TONY , PARNASSUS spins him around to face the MOB rushing towards him .Tony wrenches his arm free and violently shoves the drunken DOCTOR right into the path of the frenzied MOB . PARNASSUS is trampled underfoot in their rush to catch TONY .PARNASSUS 'S body lies broken on the ground . Frantically , VALENTINA rushes to him , throwing herself on her father 's battered body , sobbing hysterically .With siren wailing , an AMBULANCE arrives , screeching to a halt . PARAMEDICS pull VALENTINA away . They check PARNASSUS for signs of life and begin to lift him onto the gurney . VALENTINA ca n't control herself and tries to throw herself onto his body . The PARAMEDICS struggle with her .VALENTINA wrenches herself out of their grasp howling like an animal and rushes away out of earshot before the PARAMEDIC can finish speaking .A bottle falls from the DOCTOR 'S hand and explodes in a million fragments as it hits the ground . The shimmering fragments coalesce into a fractured mirror corridor down which a multi - reflected VALENTINA runs - sobbing like a madwoman - lashing out at her reflections , some of which are flashbacks of her flirting with TONY , irritated with ANTON , angry with PARNASSUS .The multi - reflection broken mirror corridor ends at two mirrors identical to the one used in the Imaginarium . The one to the left is marked ` His ' with a bowler hat , the other to the right ` Hers ' with a bonnet . She hesitates .MR NICK appears out of the `` His '' mirror - a burst of flame behind him . He makes a sweeping gesture inviting VALENTINA to enter the mirror marked ` Hers ' . VALENTINA , heads for the mirror marked ` His ' . MR NICK blocks her path .VALENTINA tries to get around him .VALENTINA feints another direction . MR NICK blocks her .She spins around him . he blocks . a kind of dance between them begins - confusingly reflected in the mirrors . A tango can be heard .He looks at Valentina with lascivious intent . He 's tempted , briefly , but resists it .Reflected in the swirling mirror fragments , they tango until he spins her towards the right hand mirror . She sails through - and , with a mad smile , throws him a kiss . The mirror closes with a burst of flame . The briefest flash of DR. PARNASSUS face is reflected in the mirror fragments .MR NICK turns , realizing he has been looking into a mirror fragment reflecting the two mirrors . The writing on the Valentina 's mirror reads `` His '' .

P - p - p - lease m - mis - s, there's - s n - n - othing y - y - y - you c - can d - d - o, he - he - he's d - d - dead.

DR. PARNASSUS is sitting alone on a prominent bluff -LRB- the same one he tried throwing himself off many years ago -RRB- He 's distraught . Tears run down this cheeks . A distant bell tolls midnight . MR NICK appears behind PARNASSUS . sits down beside him .He lights a cigarette .No response from PARNASSUS . A Tarot cards drops from his hand . It is The Hanged Man . MR. NICK points to the plain far below . Across the harsh ground , TONY is running for his life . pursued by the MOB .PARNASSUS ignores him , sunk even deeper into despondency .A beat . Slowly , PARNASSUS looks up .

TONY , sweating , panting for breath , is running up the mountain . Below , the MOB is still in hot pursuit . TONY reaches the summit . In front of him , is his salvation - an empty gibbet . A noose hangs from the crossbeam .TONY relaxes a little . We can hear the mob now , struggling up the mountain . TONY digs into one of his pockets and pulls out the brass tube that he has always kept close . TONY opens his mouth and is about to slip the tube down his throat when he spots the Hanged Man Tarot card lying at his feet . A hand from behind him snatches the tube away . TONY , startled , turns to find himself looking up at DR. PARNASSUS . PARNASSUS is standing on a chair with the noose around his neck . He smiles and opens his hand . The metal tube has vanished . TONY panics . The MOB is getting closer . With his other hand DR. PARNASSUS produces the tube from TONY 'S ear .DR. PARNASSUS gestures at the CROWD .The CROWD goes into very slow motion . but twice as angry . DR. PARNASSUS teases TONY with magic .DR. PARNASSUS does a double hand shuffle .TONY chooses .He slides the tube down his throat and kicks the chair away . He drops . dangles from the rope . the noose tight around his neck . At the same moment , the MOB resumes normal speed and roars up the mountain . Is PARNASSUS dead ? Working very fast , TONY hoists him over his shoulder and wrestles the noose loose . He drops PARNASSUS on the ground . He 's stunned but still alive . The MOB is closing in . TONY slaps DR. PARNASSUS hard between the shoulder blades . The tube pops out of the DOCTOR 'S gullet . TONY catches it .TONY swallows the tube as the MOB surge around the gibbet , grabbing him , beating him , and then lifting him onto the chair , tightening the noose around his neck . Although battered , TONY winks smugly at DR. PARNASSUS , but his mood changes when he sees DR. PARNASSUS spit out several more fake tubes , then , gagging , force the real one up and out of his gullet . With a look of realization and horror , TONY drops to his death as the MOB kicks the chair away from under him . The MOB cheers . Yes , he 's dead . DR. PARNASSUS tosses the metal tube to MR NICK who steps coolly out of the MOB , cigarette in his mouth .DR PARNASSUS looks askance at MR NICK .MR NICK smiles and blows smoke in PARNASSUS 'S face . The smoke fills the screen and becomes .

a dust storm . The wind is howling . The swirling dust thins to reveal DR.PARNASSUS , alone , exhausted , trudging across a vast desert . He 's tormented by his thoughts .There is no proper road , only endless sand , but nevertheless DR. PARNASSUS reaches a signpost which indicates two distinct paths . One leads to a tidy little suburban home , the other up an dramatic mountain pass via a painfully steep staircase cut into the rock -LRB- the same one that MARTIN THE DRUNK chose not to climb days earlier .Enraged , he tries to push the sign over , but is too feeble . Exhausted , he subsides onto a smooth protruding stone .DR. PARNASSUS , alarmed , rolls quickly off the stone . Now on his knees he finds himself looking at the top half of PERCY 'S head and face . What he 'd thought was a stone was , in fact , his old companion buried in the sand .DR. PARNASSUS , overjoyed , begins to dig PERCY out .PERCY grabs DR. PARNASSUS 'S cloak and begins to pull him across the sand in the direction of the bungalow . We can now see the sign reads ` Easy ' .PERCY grabs DR. PARNASSUS 'S cloak and begins to pull him across the sand in the direction indicated by the sign which we can now see reads ` Easy ' .

PERCY pulls the reluctant DR. PARNASSUS up the drive of a suburban bungalow , past a perfect lawn and double garage , to the front door . PERCY rings the bell . DR. PARNASSUS tries to make a run for it but PERCY holds him fast . The door is opened by VALENTINA . She 's older and is carrying a BABY in her arms . Both DR. PARNASSUS and VALENTINA are astonished . Neither knows what to say .VALENTINA steps back and ushers her father in .PERCY is about to follow , but VALENTINA , focussing on her father , closes the door in his face .

VALENTINA shows DR. PARNASSUS into the sitting - room . He sits on the sofa .A SMALL BOY enters from the kitchen .BILLY takes one look at DR. PARNASSUS and runs back into the kitchen . VALENTINA laughs .DR. PARNASSUS nods .She gives him the baby .DR. PARNASSUS is moved .ANTON enters .He puts his arm around VALENTINA .DR. PARNASSUS does n't know what to say . He sits there , a ragged old man with a baby on his knee , tears streaming down his face .

Little cut - out cardboard figures are ` performing ' in a toy theatre .THE CAMERA pulls back to show PERCY manipulating the puppets and giving them voices . He and DR. PARNASSUS are running a stall selling toy theatres . Business is good . The audience is made up of mainly KIDS , with some ADULTS . COMMUTERS come and go . A COUPLE OF PARENTS purchase a theatre for their son . DR. PARNASSUS takes the money and expertly wraps the theatre .THE CAMERA angles across the table . In a shadowy corner stands MR NICK , smoking a cigarette . THE END

It's your choice. You can stay here and look after mum and dad, or come with me and help fight the giant.

A dark , empty room . The door bursts open . A MAN and WOMAN enter , drunk and giggling , horny as hell . No sooner is the door shut than they 're all over each other , ripping at clothes , pawing at flesh , mouths locked together . He gropes for a lamp , tries to turn it on , knocks it over instead . Hell with it . He 's got more urgent things to do , like getting her blouse open and his hands on her breasts . She arches , moaning , fumbling with his fly . He slams her against the wall , ripping her skirt . We hear fabric tear . He enters her right then and there , roughly , up against the wall . She cries out , hitting her head against the wall but not caring , grinding against him , clawing his back , shivering with the sensations running through her . He carries her across the room with her legs wrapped around him . They fall onto the bed . CAMERA PULLS BACK , exiting through the window , traveling smoothly outside .

to reveal the bungalow , remote in a wooded area , the lovers ' cries spilling into the night . and we drift down a wooded path , the sounds of rutting passion growing fainter , mingling now with the night sounds of crickets and hoot owls . and we begin to hear FAINT MUSIC in the woods , tinny and incongruous , and still we keep PULLING BACK until . a car is revealed . A 1946 Plymouth . Parked in a clearing .

ANDY DUFRESNE , mid - 20 's , wire rim glasses , three - piece suit . Under normal circumstances a respectable , solid citizen ; hardly dangerous , perhaps even meek . But these circumstances are far from normal . He is disheveled , unshaven , and very drunk . A cigarette smolders in his mouth . His eyes , flinty and hard , are riveted to the bungalow up the path . He can hear them fucking from here . He raises a bottle of bourbon and knocks it back . The radio plays softly , painfully romantic , taunting him : You stepped out of a dream . You are too wonderful . To be what you seem . He opens the glove compartment , pulls out an object wrapped in a rag . He lays it in his lap and unwraps it carefully - - revealing a .38 revolver . Oily , black , evil . He grabs a box of bullets . Spills them everywhere , all over the seats and floor . Clumsy . He picks bullets off his lap , loading them into the gun , one by one , methodical and grim . Six in the chamber . His gaze goes back to the bungalow . He shuts off the radio . Abrupt silence , except for the distant lovers ' moans . He takes another shot of bourbon courage , then opens the door and steps from the car .

His wingtip shoes crunch on gravel . Loose bullets scatter to the ground . The bourbon bottle drops and shatters . He starts up the path , unsteady on his feet . The closer he gets , the louder the lovemaking becomes . Louder and more frenzied . The lovers are reaching a climax , their sounds of passion degenerating into rhythmic gasps and grunts .Andy lurches to a stop , listening . The woman cries out in orgasm . The sound slams into Andy 's brain like an icepick . He shuts his eyes tightly , wishing the sound would stop . It finally does , dying away like a siren until all that 's left is the shallow gasping and panting of post - coitus . We hear languorous laughter , moans of satisfaction .Andy just stands and listens , devastated . He does n't look like much of a killer now ; he 's just a sad little man on a dirt path in the woods , tears streaming down his face , a loaded gun held loosely at his side . A pathetic figure , really . FADE TO BLACK : 1ST TITLE UP

No music in your room after eight p.m. No guests after nine. No cooking except on the hotplate.

Make sure he double - bags. Last time your man did n't double - bag and the bottom near came out.

THE JURY listens like a gallery of mannequins on display , pale - faced and stupefied .ANDY DUFRESNE is on the witness stand , hands folded , suit and tie pressed , hair meticulously combed . He speaks in soft , measured tones :FADE TO BLACK : 2ND TITLE UPFADE TO BLACK : 3RD TITLE UPFADE TO BLACK ! 4TH TITLE UPFADE TO BLACK : STH TITLE UP

Mr. Dufresne, describe the confrontation you had with your wife the night she was murdered.

It was very bitter. She said she was glad I knew, that she hated all the sneaking around. She said she wanted a divorce in Reno.

I'll see you in Hell before I see you in Reno. Those were the words you used, Mr. Dufresne, according to the testimony of your neighbors.

Glenn Quentin. The golf pro at the Falmouth Hills Country Club. The man you had recently discovered was her lover.

I went to a few bars first. Later, I decided to drive to Mr. Quentin's home and confront them. They were n't there. so I parked my car in the turnout. and waited.

I'm not sure. I was confused. Drunk. I think mostly I wanted to scare them.

No. I was sobering up. I realized she was n't worth it. I decided to let her have her quickie divorce.

Quickie divorce indeed. A.38 caliber divorce, wrapped in a handtowel to muffle the shots, is n't that what you mean? And then you shot her lover!

I did not. I got back in the car and drove home to sleep it off. Along the way, I stopped and threw my gun into the Royal River. I feel I've been very clear on this point.

Yes, you have. Where I get hazy, though, is the part where the cleaning woman shows up the next morning and finds your wife and her lover in bed, riddled with.38 caliber bullets. Does that strike you as a fantastic coincidence, Mr. Dufresne, or is it just me?

You claim you threw your gun into the Royal River before the murders took place. That's rather convenient.

You recall Lt. Mincher's testimony? He and his men dragged that river for three days and nary a gun was found. So no comparison can be made between your gun and the bullets taken from the bloodstained corpses of the victims. That's also rather convenient, is n't it, Mr. Dufresne?

Since I am innocent of this crime, sir, I find it decidedly inconvenient the gun was never found.

Ladies and gentlemen, you've heard all the evidence, you know all the facts. We have the accused at the scene of the crime. We have foot prints. Tire tracks. Bullets scattered on the ground which bear his fingerprints. A broken bourbon bottle, likewise with fingerprints. Most of all, we have a beautiful young woman and her lover lying dead in each other's arms. They had sinned. But was their crime so great as to merit a death sentence?

I suspect Mr. Dufresne's answer to that would be yes. I further suspect he carried out that sentence on the night of September 21st, this year of our Lord, 1946, by pumping four bullets into his wife and another four into Glenn Quentin. And while you think about that, think about this.

A revolver holds six bullets, not eight. I submit to you this was not a hot - blooded crime of passion! That could at least be understood, if not condoned. No, this was revenge of a much more brutal and cold - blooded nature. Consider! Four bullets per victim! Not six shots fired, but eight! That means he fired the gun empty. and then stopped to reload so he could shoot each of them again! An extra bullet per lover. right in the head.

I'm done talking. You people are all decent, God - fearing Christian folk. You know what to do.

You have the right to remain silent. If you give up that right, anything you say will be used against you in court.

Fair enough. A rock - hammer is about eight or nine inches long. Looks like a miniature pickaxe, with a small sharp pick on one end, and a blunt hammerhead on the other. It's for rocks.

Quartz, sure. And look. Mica. Shale. Silted granite. There's some graded limestone, from when they cut this place out of the hill.

I'm a rockhound. At least I was, in my old life. I'd like to be again, on a limited scale.

Tell me something. Would it help if I explained to them I'm not homosexual?

If there's trouble, I doubt a rock - hammer will do me any good.

What I mean is, do you think she'd go behind your back? Try to hamstring you?

Because if you do trust her, there's no reason in the world you ca n't keep every cent of that money.

If you want to keep that money, all of it, just give it to your wife. See, the IRS allows you a one - time - only gift to your spouse. It's good up to sixty thousand dollars.

It's perfectly legal. Go ask the IRS, they'll say the same thing. Actually, I feel silly telling you all this. I'm sure you would have investigated the matter yourself.

Of course not. But you will need somebody to set up the tax - free gift, and that'll cost you. A lawyer, for example.

or come to think of it, I suppose I could set it up for you. That would save you some money. I'll write down the forms you need, you can pick them up, and I'll prepare them for your signature. nearly free of charge.

I'd only ask three beers apiece for my co - workers, if that seems fair.

I think a nan working outdoors feels more like a man if he can have a bottle of suds. That's only my opinion.

Maybe you'll let me teach you someday. I've been thinking of getting a board together.

We might do business on a board. But the pieces, I'd like to carve those myself. One side done in quartz. the opposing side in limestone.

Years I've got. What I do n't have are the rocks. Pickings here in the exercise yard are pretty slim.

Okay. But you should know that sudden serious brain injury causes the victim to bite down. Hard.

In fact, I understand the bite - reflex is so strong the victim's jaws have to be pried open with a crowbar.

Watch ye therefore, for ye know not when the master of the house cometh.

It's called a rock blanket. It's for shaping and polishing rocks. Little hobby of mine.

What's that gon na earn you? Two and a half, three percent a year? We can do a lot better than that.

So tell me, Mr. Dekins. Where do you want to send your kids? Harvard? Yale?

I would n't say `` friends.'' I'm a convicted murderer who provides sound financial planning. That's a wonderful pet to have.

I see. Perhaps I could write to the State Senate and request funds directly from them.

Still, I'd like to try, with your permission. I'll send a letter a week. They ca n't ignore me forever.

Moresby Prison issued you that gun, but you actually had to pay for it?

Brooks, you're not going to hurt Heywood, we all know that. Even Heywood knows it, right Heywood?

Why? Ask anyone, they'll tell you. Brooks Hatlen is a reasonable man.

You're not fooling anybody, so just put the damn knife down and stop scaring the shit out of people.

P.S. Tell Heywood I'm sorry I put a knife to his throat. No hard feelings.

Dear Mr. Dufresne. In response to your repeated inquiries, the State Senate has allocated the enclosed funds for your library project.''.

In addition, the Library District has generously responded with a charitable donation of used books and sundries. We trust this will fill your needs. We now consider the matter closed. Please stop sending us letters. Yours truly, the State Comptroller's Office.

I had Mr. Mozart to keep me company. Hardly felt the time at all.

The music was here. and here. That's the one thing they ca n't confiscate, not ever. That's the beauty of it. Have n't you ever felt that way about music, Red?

Here's where it makes most sense. We need it so we do n't forget.

That there are things in this world not carved out of gray stone. That there's a small place inside of us they can never lock away, and that place is called hope.

Had to go through one of your competitors. Hope you do n't mind. Wanted it to be a surprise.

Trade skills and hobbies, those go under educational. Stack right behind you.

Two deposits, Casco Bank and New England First. Night drop, like always.

What you hear is n't half of it. He's got scams you have n't dreamed of. Kickbacks on his kickbacks. There's a river of dirty money flowing through this place.

That's where I come in. I channel it, funnel it, filter it. stocks, securities, tax free municipals. I send that money out into the big world. And when it comes back.

Cleaner. By the time Norton retires, I will have made him a millionaire.

The silent, silent partner. He's the guilty one, your Honor. The man with the bank accounts. That's where the filtering process starts. They trace it back, all they're gon na find is him.

I conjured him out of thin air. He does n't exist. except on paper.

Sure you can, if you know how the system works, and where the cracks are. It's amazing what you can accomplish by mail. Mr. Stevens has a birth certificate, social security card, driver's license. They ever track those accounts, they'll wind up chasing a figment of my imagination.

It's funny. On the outside, I was an honest man. Straight as an arrow. I had to come to prison to be a crook.

I do n't run the scams, Red, I just process the profits. That's a fine line, maybe. But I've also built that library, and used it to help a dozen guys get their high school diplomas. Why do you think the warden lets me do all that?

What I mean is, you do n't seem to be a very good thief. Maybe you should try something else.

That's a good start. If we do this, we do it all the way. One hundred percent. Nothing half - assed.

and the lamplight o'er him streaming throws his shadow on the floor. and my soul from out that shadow that lies floating on the floor, shall be lifted nevermore!''

It would n't matter. With Tommy's testimony, I can get a new trial.

Obtuse! Is it deliberate? The country club will have his old time cards! W - 2s with his name on them!

Look, if it's the squeeze, do n't worry. I'd never say what goes on in here. I'd be just as indictable as you for laundering the money!

What's the matter with you? It's my chance to get out, do n't you see that? It's my life! Do n't you understand it's my life?

I'm done. It stops right now. Get H&R Block to declare your income.

My wife used to say I'm a hard man to know. Like a closed book. Complained about it all the time.

She was beautiful. I loved her. But I guess I could n't show it enough.

I did n't pull the trigger. But I drove her away. That's why she died. Because of me, the way I am.

No. I did n't. Someone else did, and I wound up here. Bad luck, I guess.

It floats around. Has to land on somebody. Say a storm comes through. Some folks sit in their living rooms and enjoy the rain. The house next door gets torn out of the ground and smashed flat. It was my turn, that's all. I was in the path of the tornado.

Mexico. Little place right on the Pacific. You know what the Mexicans say about the Pacific? They say it has no memory. That's where I'd like to finish out my life, Red. A warm place with no memory. Open a little hotel right on the beach. Buy some worthless old boat and fix it up like new. Take my guests out charter fishing.

Not me. I did n't shoot my wife and I did n't shoot her lover, and whatever mistakes I made I've paid for and then some. That hotel and that boat. I do n't think it's too much to want. To look at the stars just after sunset. Touch the sand. Wade in the water. Feel free.

You're right. It's down there, and I'm in here. I guess it comes down to a simple choice, really. Get busy living or get busy dying.

Red, if you ever get out of here, do me a favor. There's this big hayfield up near Buxton. You know where Buxton is?

One in particular. Got a long rock wall with a big oak at the north end. Like something out of a Robert Frost poem. It's where I asked my wife to marry me. We'd gone for a picnic. We made love under that tree. I asked and she said yes.

Promise me, Red. If you ever get out, find that spot. In the base of that wall you'll find a rock that has no earthly business in a Maine hayfield. A piece of black volcanic glass. You'll find something buried under it I want you to have.

Dear Red. If you're reading this, you've gotten out. And if you've come this far, maybe you're willing to come a little further. You remember the name of the town, do n't you? I could use a good man to help me get my project on wheels. I'll keep an eye out for you and the chessboard ready.

Remember, Red. Hope is a good thing, maybe the best of things, and no good thing ever dies. I will be hoping that this letter finds you, and finds you well. Your friend. Andy.

The D.A. holds the jury spellbound with his closing summation :He gestures to Andy sitting quietly with his ATTORNEY .He picks up a revolver , spins the cylinder before their eyes like a carnival barker spinning a wheel of fortune .FADE TO BLACK : 6TH TITLE UP

CAMERA TRACKS down a long table , moving from one JUROR to the next . These decent , God - fearing Christians are chowing down on a nice fried chicken dinner provided them by the county , smacking greasy lips and gnawing cobbettes of corn .We find the FOREMAN at the head of the table , sorting votes . FADE TO BLACK : 7TH TITLE UP

Andy stands before the dias . THE JUDGE peers down , framed by a carved frieze of blind Lady Justice on the wall .He raps his gavel as we CRASH TO BLACK : LAST TITLE UP . AN IRON - BARRED DOOR 9 slides open with an enormous CLANG . A stark room waits beyond . CAMERA PUSHES through . SEVEN HUMORLESS MEN sit side by side at a long table . An empty chair faces them . We are now in :

You strike me as a particularly icy and remorseless man, Mr. Dufresne. It chills my blood just to look at you. By the power vested in me by the State of Maine, I hereby order you to serve two life sentences, back to back, one for each of your victims. So be it.

RED enters , removes his cap and waits by the chair .Red sits , tries not to slouch . The chair is uncomfortable .The men just stare at him . One stifles a yawn . CLOSEUP - PAROLE FORM A big rubber stamp slams down : `` REJECTED '' in red ink .

We see by your file you've served twenty years of a life sentence.

Yes, sir. Absolutely. I've learned my lesson. I can honestly say I'm a changed man. I'm no longer a danger to society. That's the God's honest truth. No doubt about it.

Your file says you've served forty years of a life sentence. You feel you've been rehabilitated?

There's a con like me in every prison in America, I guess. I'm the guy who can get it for you. Cigarettes, a bag of reefer if you're partial, a bottle of brandy to celebrate your kid's high school graduation. Damn near anything, within reason.

So when Andy Dufresne came to me in 1949 and asked me to smuggle Rita Hayworth into the prison for him, I told him no problem. And it was n't.

Andy came to Shawshank Prison in early 1947 for murdering his wife and the fella she was bangin'.

On the outside, he'd been vice - president of a large Portland bank. Good work for a man as young as he was, when you consider how conservative banks were back then.

Bear Catholic? Pope shit in the woods? Smokes or coin, bettor's choice.

I must admit I did n't think much of Andy first time I laid eyes on him. He might' a been important on the outside, but in here he was just a little turd in prison grays. Looked like a stiff breeze could blow him over. That was my first impression of the man.

Little fella on the end. Definitely. I stake half a pack. Any takers?

Floyd, Skeet, Joe, Heywood. Four brave souls, ten smokes apiece. That's it, gentlemen, this window's closed.

The first night's the toughest, no doubt about it. They march you in naked as the day you're born, fresh from a Bible reading, skin burning and half - blind from that delousing shit they throw on you.

and when they put you in that cell, when those bars slam home, that's when you know it's for real. Old life blown away in the blink of an eye. a long cold season in hell stretching out ahead. nothing left but all the time in the world to think about it.

Most new fish come close to madness the first night. Somebody always breaks down crying. Happens every time. The only question is, who's it gon na be?

It's as good a thing to bet on as any, I guess. I had my money on Andy Dufresne.

The boys always go fishin' with first - timers. and they do n't quit till they reel someone in.

His first night in the joint, Andy Dufresne cost me two packs of cigarettes. He never made a sound.

Everyone's innocent in here, do n't you know that? Heywood! What are you in for, boy?

People say you're a cold fish. They say you think your shit smells sweeter than ordinary. That true?

I'm known to locate certain things from time to time. They seem to fall into my hands. Maybe it's'cause I'm Irish.

If you wanted a toothbrush, I would n't ask questions. I'd just quote a price. A toothbrush, see, is a non - lethal sort of object.

Word gets around. The Sisters have taken a real shine to you, yes they have. Especially Bogs.

Neither are they. You have to be human first. They do n't qualify.

Bull queers take by force, that's all they want or understand. I'd grow eyes in the back of my head if I were you.

My standard mark - up's twenty percent, but we're talkin' about a special object. Risk goes up, price goes up. Call it ten bucks even.

Folks who run this place love surprise inspections. They turn a blind eye to some things, but not a gadget like that. They'll find it, and you'll lose it. Mention my name, we'll never do business again. Not for a pair of shoelaces or a stick of gum.

I could see why some of the boys took him for snobby. He had a quiet way about him, a walk and a talk that just was n't normal around here. He strolled. like a man in a park without a care or worry. Like he had on an invisible coat that would shield him from this place.

Yes, I think it would be fair to say I liked Andy from the start.

Years later, I found out he'd brought in quite a bit more than just ten dollars.

When they check you into this hotel, one of the bellhops bends you over and looks up your works, just to make sure you're not carrying anything. But a truly determined man can get an object quite a ways up there.

That's how Andy joined our happy little Shawshank family with more than five hundred dollars on his person. Determination.

Andy was right. I finally got the joke. It would take a man about six hundred years to tunnel under the wall with one of these.

I wish I could tell you that Andy fought the good fight, and the Sisters let him be. I wish I could tell you that, but prison is no fairy - tale world.

Things went on like that for a while. Prison life consists of routine, and then more routine.

The Sisters kept at him. Sometimes he was able to fight them off. sometimes not.

He always fought, that's what I remember. He fought because he knew if he did n't fight, it would make it that much easier not to fight the next time.

the other half, it landed him in solitary. Warden Norton's `` grain & drain'' vacation. Bread, water, and all the privacy you could want.

And that's how it went for Andy. That was his routine. I do believe those first two years were the worst for him. And I also believe if things had gone on that way, this place would have got the best of him. But then, in the spring of 1949, the powers - that - be decided that.

It was outdoor detail, and May is one damn fine month to be workin' outdoors.

Would n't you know it? Me and some fellas I know were among the names called.

Only cost us a pack of smokes per man. I made my usual twenty percent, of course.

And that's how it came to pass, that on the second - to - last day of the job, the convict crew that tarred the plate factory roof in the spring of'49.

wound up sitting in a row at ten o'clock in the morning, drinking icy cold Black Label beer courtesy of the hardest screw that ever walked a turn at Shawshank State Prison.

We sat and drank with the sun on our shoulders, and felt like free men. We could' a been tarring the

As for Andy, he spent that break hunkered in the shade, a strange little smile on his face, watching us drink his beer.

You could argue he'd done it to curry favor with the guards. Or maybe make a few friends among us cons. Me, I think he did it just to feel normal again. if only for a short while.

How's that rock - hammer workin' out anyway? Scratch your name on your wall yet?

Here's the good part. Bugs come out of the walls to get his ass.

Do n't have her stuffed down my pants this very moment, sorry to say. Relax. What are you so nervous about? She's just a woman.

Bogs did n't put anything in Andy's mouth, and neither did his friends. What they did do is beat him within an inch of his life.

Two things never happened again after that. The Sisters never laid a finger on Andy again.

and Bogs never walked again. They transferred him to a minimum security hospital upstate. To my knowledge, he lived out the rest of his days drinking his food through a straw.

I'm thinkin' Andy could use a nice welcome back when he gets out of the infirmary.

and by the week Andy was due back, we had enough rocks saved up to keep him busy till Rapture.

Also got a big shipment in that week. Cigarettes, chewing gum, shoelaces, playing cards with naked ladies on'em, you name it.

Tossin' cells was just an excuse. Truth is, Norton wanted to size Andy up.

And just like Norton said, Andy got no answers. But still he kept on.

The following April, Andy did tax returns for half the guards at Shawshank.

Year after that, they rescheduled the start of the intramural season to coincide with tax season.

The guards on the opposing teams all remembered to bring their W - 2's.

Yes sir, Andy was a regular H&R Block. In fact, he got so busy at tax time, he was allowed a staff.

Got me out of the wood shop a month out of the year, and that was fine by me.

No. We'll handle this. Ai n't that right, Brooks? Just settle down and we'll talk about it, okay?

Heywood, enough. Ai n't nothing wrong with Brooksie. He's just institutionalized, that's all.

Man's been here fifty years. This place is all he knows. In here, he's an important man, an educated man. A librarian. Out there, he's nothing but a used - up old con with arthritis in both hands. Could n't even get a library card if he applied. You see what I'm saying?

Believe what you want. These walls are funny. First you hate'em, then you get used to'em. After long enough, you get so you depend on'em. That's `` institutionalized.''

Goddamn right. They send you here for life, and that's just what they take. Part that counts, anyway.

It never would have occurred to us, if not for Andy. It was his idea. We all agreed it was the right thing to do.

Lord. Brooks was a sinner. Jake was just a crow. Neither was much to look at. Both got institutionalized. See what you can do for'em. Amen.

I have no idea to this day what them two Italian ladies were singin' about. Truth is, I do n't want to know. Some things are best left unsaid. I like to think they were singin' about something so beautiful it ca n't be expressed in words, and makes your heart ache because of it.

I tell you, those voices soared. Higher and farther than anybody in a gray place dares to dream. It was like some beautiful bird flapped into our drab little cage and made these walls dissolve away. and for the briefest of moments - every last man at Shawshank felt free.

Oh, they let you tote that record player down there, huh? I could' a swore they confiscated that stuff.

Played a mean harmonica as a younger man. Lost my taste for it. Did n't make much sense on the inside.

Hope is a dangerous thing. Drive a man insane. It's got no place here. Better get used to the idea.

Yes sir, without a doubt. I can say I'm a changed man. No danger to society, that's the God's honest truth. Absolutely rehabilitated.

Same old, same old. Thirty years. Jesus. When you say it like that.

Andy was as good as his word. He kept writing to the State Senate. Two letters a week instead of one.

In 1959, the folks up Augusta way finally clued in to the fact they could n't buy him off with just a 200 dollar check. Appropriations Committee voted an annual payment of 500 dollars, just to shut him up.

You'd be amazed how far Andy could stretch it. He made deals with book clubs, charity groups. he bought remaindered books by the pound.

By the year Kennedy was shot, Andy had transformed a broom closet smelling of turpentine into the best prison library in New England.

That was also the year Warden Norton instituted his famous `` Inside - Out'' program. You may remember reading about it. It made all the papers and got his picture in LIFE magazine.

` Course, Norton failed to mention to the press that `` bare minimum of expense'' is a fairly loose term. There are a hundred different ways to skim off the top. Men, materials, you name it. And, oh my Lord, how the money rolled in.

Money like that can be a problem. Sooner or later you got ta explain where it came from.

Jesus. They ever catch on, he's gon na wind up wearing a number himself.

I'm sure you're good, but all that paper leaves a trail. Anybody gets too curious - FBI, IRS, whatever - that trail's gon na lead to somebody.

To keep you happy and doing the laundry. Money instead of sheets.

Tommy Williams came to Shawshank in 1965 on a two year stretch for B&E. Cops caught him sneakin' TV sets out the back door of a JC Penney.

As it turns out, Tommy had himself a young wife and new baby girl.

So Andy took Tommy under his wing. Started walking him through his ABCs.

Tommy took to it pretty well, too. Boy found brains he never knew he had.

Before long, Andy started him on his course requirements. He really liked the kid, that was part of it. Gave him a thrill to help a youngster crawl off the shitheap. But that was n't the only reason.

Prison time is slow time. Sometimes it feels like stop - time. So you do what you can to keep going.

Some fellas collect stamps. Others build matchstick houses. Andy built a library. Now he needed a new project. Tommy was it. It was the same reason he spent years shaping and polishing those rocks. The same reason he hung his fantasy girlies on the wall.

By 1966. right about the time Tommy was getting ready to take his exams. it was lovely Racquel.

You would n't think, lookin' at him. Caught his wife in bed with some golf pro. Greased'em both. C'mon, boy, back to work.

Like hell. You did n't pull the trigger, and you did n't convict him.

Looks that way. You gon na open it or stick your thumb up your butt?

Feel bad about it if you want. But you did n't pull the trigger.

Sure. When I got a long white beard and about three marbles left rolling around upstairs.

Jesus, Andy. I could n't hack it on the outside. Been in here too long. I'm an institutional man now. Like old Brooks Hatlen was.

Bullshit. In here I'm the guy who can get it for you. Out there, all you need are Yellow Pages. I would n't know where to begin.

Pacific Ocean? Hell. Like to scare me to death, somethin' that big.

Goddamn it, Andy, stop! Do n't do that to yourself! Talking shitty pipedreams! Mexico's down there, and you're in here, and that's the way it is!

I have had some long nights in stir. Alone in the dark with nothing but your thoughts, time can draw out like a blade.

They got this skinny kid named Rory Tremont to go in the hole. He was n't much in the brains department, but he possessed the one most important qualification for the job.

And then came the unmistakable sound of Rory Tremont losing his last few meals. The whole cellblock heard it. I mean, it echoed.

Andy once talked about doing easy time in the hole. Now I knew what he meant.

All they found of him was a muddy set of prison clothes, a bar of soap, and an old rock - hammer damn near worn down to the nub.

I remember thinking it would take a man six hundred years to tunnel through the wall with it. Andy did it in less than twenty.

Andy loved geology. I imagine it appealed to his meticulous nature. An ice age here, a million years of mountain - building there, plates of bedrock grinding against each other over a span of millennia.

Geology is the study of pressure and time. That's all it takes, really. Pressure and time.

Like I said. In prison, a man'll do most anything to keep his mind occupied.

It turns out Andy's favorite hobby was totin' his wall out into the exercise yard a handful at a time.

While the rest of us slept, Andy spent years workin' the nightshift.

I guess after Tommy was killed, Andy decided he'd been here just about long enough.

Andy did like he was told. Buffed those shoes to a high mirror shine.

The guard simply did n't notice. Neither did I. I mean, seriously, how often do you really look at a man's shoes?

Andy crawled to freedom through five hundred yards of shit - smelling foulness I ca n't even imagine. Or maybe I just do n't want to.

Five hundred yards. The length of five football fields. Just shy of half a mile.

The next morning, right about the time Racquel was spilling her little secret.

a man nobody ever laid eyes on before strolled into the Casco Bank of Portland. Until that moment, he did n't exist - except on paper.

He had all the proper I.D. Driver's license, birth certificate, social security card. The signature was a spot - on match.

Mr. Stevens visited nearly a dozen banks in the Portland area that morning. All told, he blew town with better than 370 thousand dollars of Warden Norton's money. Severance pay for nineteen years.

I was n't there to see it, but I hear Byron Hadley was sobbing like a little girl when they took him away.

I like to think the last thing that went through his head. other than that bullet. was to wonder how the hell Andy Dufresne ever got the best of him.

Not long after the warden deprived us of his company, I got a postcard in the mail. It was blank. But the postmark said, `` McNary, Texas.''

When I picture him heading south in his own car with the top down, it makes me laugh all over again.

Andy Dufresne, who crawled through a river of shit and came out clean on the other side. Andy Dufresne, headed for the Pacific.

Those of us who knew him best talk about him often. I swear, the stuff he pulled. It always makes us laugh.

Sometimes it makes me sad, though, Andy being gone. I have to remind myself that some birds are n't meant to be caged, that's all. Their feathers are just too bright.

and when they fly away, the part of you that knows it was a sin to lock them up does rejoice. but still, the place you live is that much more drab and empty that they're gone.

An ocean so big it strikes me dumb. Waves so quiet they strike me deaf. Sunshine so bright it strikes me blind. It is a place that is blue beyond reason. Bluer than can possibly exist. Bluer than my mind can possibly grasp.

Andy. I know you're in that place. Look at the stars for me just after sunset. Touch the sand. wade in the water. and feel free.

I heard you. Rehabilitated. Let's see now. You know, come to think of it, I have no idea what that means.

I know what you think it means. Me, I think it's a made - up word, a poli - tician's word. A word so young fellas like you can wear a suit and tie and have a job. What do you really want to know? Am I sorry for what I did?

Not a day goes by I do n't feel regret, and not because I'm in here or because you think I should. I look back on myself the way I was. stupid kid who did that terrible crime. wish I could talk sense to him. Tell him how things are. But I ca n't. That kid's long gone, this old man is all that's left, and I have to live with that.

Rehabilitated? That's a bullshit word, so you just go on ahead and stamp that form there, sonny, and stop wasting my damn time. Truth is, I do n't give a shit.

Thirty years I've been asking permission to piss. I ca n't squeeze a drop without say - so.

Women, too, that's the other thing. I forgot they were half the human race. There's women everywhere, every shape and size. I find myself semi - hard most of the time, cursing myself for a dirty old man.

Not a brassiere to be seen, nipples poking out at the world. Jeezus, pleeze - us. Back in my day, a woman out in public like that would have been arrested and given a sanity hearing.

They're calling this the Summer of Love. Summer of Loonies, you ask me.

There is a harsh truth to face. No way I'm gon na make it on the outside.

Terrible thing, to live in fear. Brooks Hatlen knew it. Knew it all too well. All I want is to be back where things make sense. Where I wo n't have to be afraid all the time.

For the second time in my life, I am guilty of committing a crime.

Parole violation. I doubt they'll toss up any roadblocks for that. Not for an old crook like me.

I find I am so excited I can barely sit still or hold a thought in my head. I think it is the excitement only a free man can feel, a free man at the start of a long journey whose conclusion is uncertain. 297 THE BUS 297

I hope I can make it across the border. I hope to see my friend and shake his hand. I hope the Pacific is as blue as it has been in my dreams.

High stone walls topped with snaky concertina wire , set off at intervals by looming guard towers . Over a hundred CONS are in the yard . Playing catch , shooting craps , jawing at each other , making deals . Exercise period . RED emerges into fading daylight , slouches low - key through the activity , worn cap on his head , exchanging hellos and doing minor business . He 's an important man here .He slips somebody a pack of smokes , smooth sleight - of - hand .TWO SHORT SIREN BLASTS issue from the main tower , drawing everybody 's attention to the loading dock . The outer gate swings open . revealing a gray prison bus outside .Red is joined by HEYWOOD , SKEET , FLOYD , JIGGER , ERNIE , SNOOZE . Most cons crowd to the fence to gawk and jeer , but Red and his group mount the bleachers and settle in comfortably .

Andy sits in back , wearing steel collar and chains .The bus lurches forward , RUMBLES through the gates . Andy gazes around , swallowed by prison walls .GUARDS approach the bus with carbines . The door jerks open . The new fish disembark , chained together single - file , blinking sourly at their surroundings . Andy stumbles against the MAN in front of him , almost drags him down . BYRON HADLEY , captain of the guard , slams his baton into Andy 's back . Andy goes to his knees , gasping in pain . JEERS and SHOUTS from the spectators .ON THE BLEACHERS 13Other hands go up . Red jots the names .More hands go up . Andy and the others are paraded along , forced by their chains to take tiny baby steps , flinching under the barrage of jeers and shouts . The old - timers are shaking the fence , trying to make the newcomers shit their pants . Some of the new fish shout back , but mostly they look terrified . Especially Andy .Red pockets his notepad . A VOICE comes over the P.A. speakers :

Never seen such a sorry - lookin' heap of maggot shit in my life.

That gangly sack of shit, third from the front. He'll be the first.

I say that chubby fat - ass. let's see. fifth from the front. Put me down for a quarter deck.

YOU MEN! YOU HEAR THAT ANNOUNCEMENT OR ZUST TOO STUPID TO UNDERSTAND?

YOU EAT WHEN WE SAY YOU EAT! YOU PISS WHEN WE SAY YOU PISS! YOU SHIT WHEN WE SAY YOU SHIT! YOU SLEEP WHEN WE SAY YOU SLEEP! YOU MAGGOT - DICK MOTHERFUCKER!

Off with them clothes! And I did n't say take all day doing it, did I?

What's your malfunction you fat fuckin' barrel of monkey - spunk?

I ai n't gon na count to three! Not even to one! Now shut the fuck up ` fore I sing you a lullabye!

If I hear so much as a mouse fart in here the rest of the night, by God and Sonny Jesus, you'll all visit the infirmary. Every last motherfucker here.

so this shithead lawyer calls long distance from Texas, and he says, Byron Hadley? I say, yeah. He says, sorry to inform you, but your brother just died.

I ai n't. He was an asshole. Run off years ago, family ai n't heard of him since. Figured him for dead anyway. So this lawyer prick says, your brother died a rich man. Oil wells and shit, close to a million bucks. Jesus, it's frigging incredible how lucky some assholes can get.

Dumbshit. What do you figger the government's gon na do to me? Take a big wet bite out of my ass, is what.

Maybe leave me enough to buy a new car with. Then what happens? You pay tax on the car. Repairs and maintenance. Goddamn kids pesterin' you to take'em for a ride.

That's right, wanting to drive it, wanting to learn on it, f ` Chrissake! Then at the end of the year, if you figured the tax wrong, they make you pay out of your own pocket. Uncle Sam puts his hand in your shirt and squeezes your tit till it's purple. Always get the short end. That's a fact.

That's funny. You're gon na look funnier suckin' my dick with no fuckin' teeth.

That's it! Step aside, Mert. This fucker's havin' hisself an accident.

You're the smart banker what shot his wife. Why should I believe a smart banker like you? So's I can wind up in here with you?

Fuckin' - A. I do n't need no smart wife - killin' banker to show me where the bear shit in the buckwheat.

Looks pretty clean. Some contraband here, nothing to get in a twist over.

YOU HAPPY ASSHOLES GONE DEAF? YOU GOT FIVE SECONDS ` FORE I SHOOT SOMEBODY!

You tell me, fuck - stick! They're addressed to you, every damn one!

I want all this cleared out before the warden gets back, I shit you not.

Fat - Ass. oh, Faaaat - Ass. Talk to me, boy. I know you're in there. I can hear you breathin'. Now do n't you listen to these nitwits, hear?

This ai n't such a bad place. I'll introduce you around, make you feel right at home. I know some big ol' bull queers who'd love to make your acquaintance. especially that big white mushy butt of yours.

That's right, send'em all down. I wan na see'em lined up in a row, pretty as a chorus line.

Gee, Red. Terrible shame, your horse comin' in last and all. Hell, I sure do love that horse of mine. I believe I owe that boy a big sloppy kiss when I see him.

Say Tyrell, you pull infirmary duty this week? How's that winnin' horse of mine, anyway?

Poor Byron. What terrible fuckin' luck. Imagine inheriting thirty five thousand dollars.

How you ` spect to do that, `` Mr. Dufresne - if - you - please?''

Him? What about me? Crazy old fool! Goddamn near slit my throat!

Shit. No such thing as easy time in the hole. A week seems like a year.

C'mon! We're showin' our tools and grinnin' like fools! Take the damn picture!

Oh Lord. Andy come down to the loading dock today. Asked me for a length of rope. Six foot long.

Let's pull him aside tomorrow, all of us. Have a word with him. Ai n't that right, Red?

That's fine, during the day. But at night he's got that cell all to himself.

You tell me, man. One second he was fine, then out came the knife. I better get the guards.

The new fish are marched in . Guards unlock the shackles . The chains drop away , rattling to the stone floor .WARDEN SAMUEL NORTON strolls forth , a colorless man in a gray suit and a church pin in his lapel . He looks like he could piss ice water . He appraises the newcomers with flinty eyes .Cued by Norton 's glance , Hadley steps up to the con and screams right in his face :Hadley rams the tip of his club into the con 's belly . The man falls to his knees , gasping and clutching himself . Hadley takes his place at Norton 's side again . Softly :The men shed their clothes . Within seconds , all stand naked .Hadley shoves the FIRST CON into a steel cage open at the front . TWO GUARDS open up with a fire hose . The con is slammed against the back of the cage , sputtering and hollering . Seconds later , the water is cut and the con yanked out .The con gets a huge scoop of white delousing powder thrown all over him . Gasping and coughing , blinking powder from his eyes , he gets shoved to a trustee 's cage . The TRUSTEE slides a short stack of items through the slot - prison clothes and a Bible . All the men are processed quickly - a blast of water , powder , clothes and a Bible .

This is Mr. Hadley, captain of the guard. I am Mr. Norton, the warden. You are sinners and scum, that's why they sent you to me. Rule number one : no blaspheming. I'll not have the Lord's name taken in vain in my prison. The other rules you'll figure out as you go along. Any questions?

I believe in two things. Discipline and the Bible. Here, you'll receive both.

Put your faith in the Lord. Your ass belongs to me. Welcome to Shawshank.

the roof of the license - plate factory needs resurfacing. I need a dozen volunteers for a week's work. We're gon na be taking names in this steel bucket here.

But I prefer : `` I am the light of the world. He that followeth me shall not walk in darkness, but shall have the light of life.''

I hear you're good with numbers. How nice. A man should have a skill.

Perhaps we can find something more befitting a man of your education.

Far as them Republican boys in Augusta are concerned, there's only three ways to spend the taxpayer's hard - earned when it come to prisons. More walls. More bars. More guards.

They sure can, but you write your letters if it makes you happy. I'll even mail'em for you, how's that?

a genuine, progressive advance in corrections and rehabilitation. Our inmates, properly supervised, will be put to work outside these walls performing all manner of public service. Cutting pulpwood, repairing bridges and causeways, digging storm drains.

These men can learn the value of an honest day's labor while providing a valuable service to the community - and at a bare minimum of expense to Mr. and Mrs. John Q. Taxpayer!

Ned, I would n't worry too much over this contract. Seems to me I've already got my boys committed elsewhere. You be sure and thank Maisie for this fine pie.

Get my stuff down t ` laundry. Two suits for dry - clean and a bag of whatnot. Tell'em if they over - starch my shirts again, they're gon na hear about it from me.

Big charity to - do up Portland way. Governor's gon na be there.

Well. I have to say, that's the most amazing story I ever heard. What amazes me most is you were taken in by it.

It's obvious this fellow Williams is impressed with you. He hears your tale of woe and quite naturally wants to cheer you up. He's young, not terribly bright. Not surprising he did n't know what a state he'd put you in.

Let's say for a moment Blatch does exist. You think he'd just fall to his knees and cry, `` Yes, I did it! I confess! By all means, please add a life term to my sentence!''

That's assuming Blatch is even still there. Chances are excellent he'd be released by now. Excellent.

Dufresne, if you want to indulge this fantasy, that's your business. Do n't make it mine. This meeting's over.

Do n't you ever mention money to me again, you sorry son of a bitch! Not in this office, not anywhere!

Tommy, we've got a situation here. I think you can appreciate that.

I tell you, son, this really came along and knocked my wind out. It's got me up nights, that's the truth.

The right decision. Sometimes it's hard to figure out what that is. You understand?

Think hard, Tommy. If I'm gon na move on this, there ca n't be the least little shred of doubt. I have to know if you what you told Dufresne was the truth.

Would you be willing to swear before a judge and jury. having placed your hand on the Good Book and taken an oath before Almighty God Himself?

Terrible thing. Man that young, less than a year to go, trying to escape. Broke Captain Hadley's heart to shoot him, truly it did.

Or you will do the hardest time there is. No more protection from the guards. I'll pull you out of that one - bunk Hilton and put you in with the biggest bull queer I can find. You'll think you got fucked by a train! And the library? Gone! Sealed off brick by brick! We'll have us a little book - barbecue in the yard! They'll see the flames for miles! We'll dance around it like wild Indians! Do you understand me? Are you catching my drift?

Get my stuff down t ` laundry. And shine my shoes. I want'em lookin' like mirrors.

Nice havin' you back, Andy. Place just was n't the same without you.

I want every man on that cellblock questioned! Start with that friend of his!

What do you mean `` he just was n't here?'' Do n't say that to me, Haig! Do n't say that to me again!

I can see that, Haig! You think I'm blind? Is that what you're saying? Am I blind, Haig?

You see Dufresne's name? I sure do! Right there, see? `` Dufresne.'' He was in his cell at lights out! Stands to reason he'd still be here this morning! I want him found! Not tomorrow, not after breakfast! Now!

I see you two all the time, you're thick as thieves, you are! He must' a said something!

Lord! It's a miracle! Man up and vanished like a fart in the wind! Nothin' left but some damn rocks on the windowsill and that cupcake on the wall! Let's ask her! Maybe she knows! What say there, Fuzzy - Britches? Feel like talking? Guess not. Why should you be different?

A naked CON steps before a DOCTOR and gets a cursory exam . A penlight is shined in his eyes , ears , nose , and throat .The con does . A GUARD with a penlight in his teeth spreads his cheeks , peers up his ass , and nods . Andy is next up . He gets the same treatment .

CAMERA TRACKS the naked newcomers shivering on hard wooden chairs , clothes on their laps , Bibles open .

maketh me to lie down in green pastures. He leadeth me beside the still waters. He restoreth my soul.

Three tiers to a side , concrete and steel , gray and imposing . Andy and the others are marched in , still naked , carrying their clothes and Bibles . The CONS in their cells greet them with TAUNTS , JEERS , and LAUGHTER . One by one , the new men are shown to their cells and locked in with a CLANG OF STEEL .Red watches from his cell , arms slung over the crossbars , cigarette dangling from his fingers .Red listens to the CLANGING below . He watches Andy and a few others being brought up to the 2nd tier .Andy is led past and given a cell at the end of the tier .

The bars slam home . Andy is alone in his cell , clutching his clothes . He gazes around at his new surroundings , taking it in . He slowly begins to dress himself .

A malignant stone growth on the Maine landscape . The moon hangs low and baleful in a dead sky . The headlight of a PASSING TRAIN cuts through the night .

Red lies on his bunk below us , tossing his baseball toward the ceiling and catching it again . He pauses , listening . FOOTSTEPS approach below , unhurried , echoing hollowly on stone .

LOW ANGLE . A CELLBLOCK GUARD strolls into frame .The lights bump off in sequence . The guard exits , footsteps echoing away . Darkness now . Silence . CAMERA CRANES UP the tiers toward Red 's cell .Red looms from the darkness , leans on the bars . Listens . Waits . From somewhere below comes faint , ghastly tittering . VOICES drift through the cellblock , taunting :The VOICES keep on , sly and creepy in the dark .

Fishee fishee fisheeee. You're gon na like it here, new fish. A whooole lot. Make you wish your daddies never dicked your mommies. You takin' this down, new fish? Gon na be a quiz later.

Sshhh. Keep it down. The screws'll hear. Fishee fishee fisheeee.

thru thru 25 2g . while the new cons go quietly crazy in their cells . One man paces like a caged animal . another sits gnawing his cuticles bloody . a third is weeping silently . a fourth is dry - heaving into the toilet .

Red waits at the bars . Smoking . Listening . He cranes his head , peers down toward Andy 's cell . Nothing . Not a peep .

Fat - Ass is crying , trying not to hyperventilate .And that 's it . Fat - Ass lets out a LOUD WAIL of despair :

PLEASE! THIS AI N'T RIGHT! I AI N'T SUPPOSED TO BE HERE! NOT ME!

The place goes nuts . Fat - Ass throws himself screaming against the bars . The entire block starts CHANTING :The lights bump on . GUARDS pour in , led by Hadley himself .Hadley arrives at Fat - Ass ' cell , bellowing through the bars :Fat - Ass keeps blubbering and wailing . Total freak - out . Hadley draws his baton , gestures to his men . Open it . A GUARD unlocks the cell . Hadley pulls Fat - Ass out and starts beating him with the baton , brutally raining blows . Fat - Ass falls , tries to crawl . The place goes dead silent . All we hear now is the dull THWACK - THWACK - THWACK of the baton . Fat - ass passes out . Hadley gets in a few more licks and finally stops .The guards wrestle Fat - Ass onto a stretcher and carry him off . FOOTSTEPS echo away . Lights off . Darkness again . Silence .

Red stares through the bars at the main floor below , eyes riveted to the small puddle of blood where Fat - Ass went down .

LOUD BUZZER . The master locks are thrown - KA - THUMP ! The cons step from their cells , lining the tiers . The GUARDS holler their head - counts to the HEAD BULL , who jots on a clipboard . Red peers at Andy , checking him out . Andy stands in line , collar buttoned , hair combed .

Andy goes through the breakfast line , gets a scoop of glop on his tray . WE PAN ANDY through the noise and confusion . and discover BOGS DIAMOND and ROOSTER MacBRIDE watching Andy go by . Bogs sizes Andy up with a salacious gleam in his eye , mutters something to Rooster . Rooster laughs . Andy finds a table occupied by Red and his regulars , chooses a spot at the end where nobody is sitting . Ignoring their stares , he picks up his spoon - and pauses , seeing something in his food . He carefully fishes it out with his fingers . It 's a squirming maggot . Andy grimaces , unsure what to do with it . BROOKS HATLEN is sitting closest to Andy . At age 65 , he 's a senior citizen , a long - standing resident .Andy passes the maggot to Brooks . Brooks examines it , rolling it between his fingertips like a man checking out a fine cigar . Andy is riveted with apprehension .Andy ca n't bear to watch . Brooks opens up his sweater and feeds the maggot to a baby crow nestled in an inside pocket . Andy breathes a sigh of relief .Andy nods , proceeds to eat . Carefully . Heywood approaches .Heywood plops his tray down , sits . The men start pulling out cigarettes and handing them down .An impressive pile forms . Heywood bends down and inhales deeply , smelling the aroma . Rapture .He shakes his head , turns back to his food . The silence mounts . Heywood glances around . Men resume eating . Softly :

Jake says thanks. Fell out of his nest over by the plate shop. I'm lookin' after him till he's old enough to fly.

Hadley busted his head pretty good. Doc already went home for the night. Poor bastard lay there till this morning. By then.

I know, they told me. Ai n't that a kick in the ass? Come on in, I'll give you the dime tour.

Here she is, the Shawshank Prison Library. Along this side, we got the National Geographics. That side, the Reader's Digest Condensed books. Bottom shelf there, some Louis L'Amours and Erle Stanley Gardners. Every night I pile the cart and make my rounds. I write down the names on this clipboard here. Well, that's it. Easy, peasy, Japanesey. Any questions?

God is my witness. And Dekins, he just blinks for a second, then laughs his ass off. Afterward, he actually shook Andy's hand.

Shook his fuckin' hand. Just about shit myself. All Andy needed was a suit and tie, a jiggly little hula girl on his desk, he would' a been Mister Dufresne, if you please.

Son, I've had six wardens through here during my tenure, and I have learned one great immutable truth of the universe : ai n't one of'em been born whose asshole do n't pucker up tight as a snare drum when you ask for funds.

Nothing left to talk about! It's all talked out! Nothing left now but to cut his fuckin' throat!

Dear Fellas. I ca n't believe how fast things move on the outside.

I saw an automobile once when I was young. Now they're everywhere.

The parole board got me into this halfway house called the Brewster, and a job bagging groceries at the Foodway.

It's hard work. I try to keep up, but my hands hurt most of the time. I do n't think the store manager likes me very much.

Sometimes after work I go to the park and feed the birds. I keep thinking Jake might show up and say hello, but he never does. I hope wherever he is, he's doing okay and making new friends.

I have trouble sleeping at night. The bed is too big. I have bad dreams, like I'm falling. I wake up scared. Sometimes it takes me a while to remember where I am.

Maybe I should get me a gun and rob the Foodway, so they'd send me home. I could shoot the manager while I was at it, sort of like a bonus.

I do n't like it here. I'm tired of being afraid all the time. I've decided not to stay.

A DEAFENING NOISE of industrial washers and presses . Andy works the laundry line . A nightmarish job . He 's new at it . BOB , the con foreman , elbows him aside and shows him how it 's done .

Shower heads mounted in bare concrete . Andy showers with a dozen or more men . No modesty here . At least the water is good and hot , soothing his tortured muscles . Bogs looms from the billowing steam , smiling , checking Andy up and down . Rooster and PETE appear from the sides . The Sisters .You 're some sweet punk . You been broke in yet ? Andy tries to step past them . He gets shoved around , nothing serious , just some slap and tickle . Jackals sizing up prey .Andy breaks free , flushed and shaking . He hurries off , leaving the three Sisters laughing .

Now I'm gon na open my fly, and you're gon na swallow what I give you to swallow. And when you d mine, you gon na swallow Rooster's. You done broke his nose, so he ought to have somethin' to show for it.

You do n't understand. You do that, I'll put all eight inches of this steel ii your ear.

Exercise period . Red plays catch with Heywood and Jigger , lazily tossing a baseball around . Red notices Andy off to the side . Nods hello . Andy takes this as a cue to amble over . Heywood and Jigger pause , watching .Red glances at the hand , ignores it . The game continues .Red gives Andy a look . See ?Heywood nudges Jigger . Watch this . He winds up and throws the ball hard - right at Andy 's head . Andy sees it coming out of the corner of his eye , whirls and catches it . Beat . He sends the ball right back , zinging it into Heywood 's hands . Heywood drops the ball and grimaces , wringing his stung hands .Andy squats , motions Red to join him . Andy grabs a handful of dirt and sifts it through his hands . He finds a pebble and rubs it clean . It has a nice milky glow . He tosses it to Red .Red flicks his gaze past Andy . Bogs is watching them .You 'll know when you see the rock - hammer .They shake . Andy strolls off . Red watches him go .

Red gets his breakfast and heads for a table . Andy falls in step , slips him a tightly - folded square of paper .

Lying on his bunk , Red unfolds the square . A ten dollar bill .

Under watchful supervision , CONS are off - loading bags of dirty laundry from an `` Eliot Nursing Home '' truck .A certain bag hits the ground . The TRUCK DRIVER shoots a look at a black con , LEONARD , then ambles over to a GUARD to shoot the shit . Leonard loads the bag onto a cart .

Bags are being unloaded . We find Leonard working the line .Leonard slips a small paper - wrapped package out of the laundry bag , hides it under his apron , and keeps sorting . 4l INT - PRISON LAUNDRY EXCHANGE - DAY -LRB- 1947 -RRB- 41 Red deposits his dirty bundle and moves down the line to where the clean sheets are being handed out .Leonard catches Red 's eye , turns and grabs a specific stack of clean sheets . He hands it across to Red - TIGHT ANGLE - and more than clean laundry changes hands . Two packs of cigarettes slide out of Red 's hand into Leonard 's .

Red slips the package out of his sheets , carefully checks to make sure nobody 's coming , then rips it open . He pulls out the rock - hammer . It 's just as Andy described . Red laughs softly .

Brooks Hatlen pushes a cart of books from cell to cell . The rolling library . He finds Red waiting for him . Red slips the rock - hammer , wrapped in a towel , through the bars and onto the cart . Next comes six cigarettes to pay for postage .Dufresne . Brooks nods , never missing a beat . He rolls his cart to Andy 's cell , mutters through the bars :Andy 's hand snakes through the bars and makes the object disappear . The hand comes back and deposits a small slip of folded paper along with more cigarettes . Brooks turns his cart around and goes back . He pauses , sorting his books long enough for Red to snag the slip of paper . Brooks continues on , scooping the cigarettes off the cart and into his pocket .

Red unfolds the slip of paper . Penciled neatly on it is a single word : `` Thanks . ''

We are assaulted by the deafening noise of the laundry line . Andy is doing his job , getting good at it .Andy nods . He leaves the line , weaving his way through the laundry room and into -

DUFRESNE! WE'RE LOW ON HEXLITE! HEAD ON BACK AND FETCH US UP SOME!

- a dark , tangled maze of rooms and corridors , boilers and furnaces , sump pumps , old washing machines , pallets of cleaning supplies and detergents , you name it . Andy hefts a cardboard drum of Hexlite off the stack , turns around - - and finds Bogs Diamond in the aisle . blocking his way . Rooster looms from the shadows to his right , Pete Verness on the left . A frozen beat . Andy slams the Hexlite to the floor , rips off the top , and scoops out a double handful .Andy backs up , holding them at bay , trying to maneuver through the maze . The Sisters keep coming , tense and guarded , eyes riveted and gauging his every move , trying to outflank him . Andy trips on some old gaint sugglies . That 's all it takes . They 're on him in an instant , kicking and stomping . Andy gets yanked to his feet . Bogs applies a chokehold from behind . They propel him across the room and slam him against an old four - pocket machine , bending him over it . Rooster jams a rag into Andy 's mouth and secures it with a steel pipe , like a horse bit . Andy kicks and struggles , but Rooster and Pete have his arms firmly pinned . Bogs whispers in Andy 's ear :Andy starts screaming , muffled by the rag . CAMERA PULLS BACK , SLOWLY WIDENING . The big Washex blocks our view . All we see is Andy 's screaming face and the men holding him down . and CAMERA DRIFTS FROM THE ROOM , leaving the dark place and the dingy act behind . MOVING up empty corridors , past concrete walls and steel pipes .WE EMERGE into the prison laundry past a guard , WIDENING for a final view of the line . The giant steel `` mangler '' is slapping down in brutal rhythm . The sound is deafening .PRISON MONTAGE : -LRB- 1947 through 1949 -RRB- ANDY PLODS THROUGH HIS DAYS . WORKING . EATING . CHIPPING AND 47 shaping his rocks after lights - out .ANDY WALKS THE YARD , FACE SWOLLEN AND BRUISED . 48ANDY EATS BREAKFAST . A FEW TABLES OVER , BOGS BLOWS HIM A KISS . 49ANDY BACKS INTO A CORNER IN SOME DINGY PART OF THE PRISON , wildly swinging a rake at his tormentors .The rake connects , snapping off over somebody 's skull . They beat the hell out of him .

A stone closet . No bed , sink , or lights . Just a toilet with no seat . Andy sits on bare concrete , bruised face lit by a faint ray of light falling through the tiny slit in the steel door .

Warden Norton addresses the assembled cons via bullhorn :Red glances around at his friends . Andy also catches his eye .

Cons shuffle past , dropping slips of paper into a bucket .Red saunters to a guard named TIM YOUNGBLOOD , mutters discreetly in his ear .

Youngblood is pulling names and reading them off . Red exchanges grins with Andy and the others .

A tar - cooker bubbles and smokes . TWO CONS dip up a bucket of tar and tie a rope to the handle . The rope goes taught . CAMERA FOLLOWS the bucket of tar up the side of the building to - THE ROOF 58 - where it is relayed to the work detail . the men are dipping big Padd brushes and spreading the tar . ANGLZ OVER to Byron Hadley bitching sourly to his fellow guards :The prisoners keep spreading tar , eyes on their work .Red glances over - and is shocked to see Andy standing up , listening to the guards talk .Andy tosses his Padd in the bucket and strolls toward Hadley .The guards stiffen at Andy 's approach . Youngblood 's hand goes to his holster . The tower guards CLICK - CLACK their rifle bolts . Hadley turns , stupefied to find Andy there .Hadley grabs Andy 's collar and propels him violently toward the edge of the roof . The cons furiously keep spreading tar .Hadley abruptly jerks Andy to a stop right at the edge . In fact , Andy 's past the edge , beyond his balance , shoetips scraping the roof . The only thing between him and an ugly drop to the concrete is Hadley 's grip on the front of his shirt .The cons are pausing work , stunned by this business discussion .Hadley freezes him with a look . Andy presses on :The convicts stand gaping , all pretense of work gone . They look like they 've been pole - axed . Hadley shoots them a look .

As before , an object is hauled up the side of the building by rope - only this time , it 's a cooler of beer and ice .

The cons are taking the sun and drinking beer .Red knocks back another sip , enjoying the bitter cold on his tongue and the warm sun on face .roof of one of our own houses . We were the Lords of all Creation . He glances over to Andy squatting apart from the others .Heywood drifts back to others , giving them a look .

Andy and Red play checkers . Red makes his move .Red takes this as a gentle rebuff , keeps playing .

Andy lies in his bunk after lights out , polishing a fragment of quartz by the light of the moon . He pauses , glancing at all the names scratched in the wall . He rises , makes sure the coast is clear , and starts scratching his name into the cement with his rock - hammer , adding to the record . RAY MILLAND 63 fills the screen in glorious -LRB- and scratchy -RRB- black & white , suffering a bad case of DT 's .

while a CONVICT AUDIENCE hoots and catcalls , talking back to the screen . We find Red slouched in a folding chair , watching the movie . Andy enters , backlit by the flickering glare of the projector , and takes a seat next to him .Ray Milland starts SCREAMING . The entire audience SCREAMS with him , high - pitched and hysterical . Andy fidgets .Andy nods , embarrassed . He gets up and hurries out . Red grins , turns back to the movie .

Andy exits the theater and freezes in his tracks . Two dark figures loom in the corridor , blocking his path . Rooster and Pete . Andy turns back - and runs right into Bogs . Instant bear hug . The Sisters are on him like a flash . They kick a door open and drag him into - THE PROJECTION BOOTH 66 - where they confront the startled PROJECTIONIST , an old con blinking at them through thick bifocals .Terrified , the old man darts past and out the door . Pete slams and locks it . Bogs shoves Andy to the center of the room .Ray Milland starts SCREAMING . The entire audience SCREAMS witt him , high - pitched and hysterical . Andy fidgets .Andy nods , embarrassed . He gets up and hurries out . Red grins , turns back to the movie .

Andy exits the theater and freezes in his tracks . Two dark figures loom in the corridor , blocking his path . Rooster and Pete . Andy turns back - and runs right into Bogs . Instant bear hug . The Sisters are on him like a flash . They kick a door open and drag him into - THE PROJECTION BOOTH 66 - where they confront the startled PROJECTIONIST , an old con blinking at them through thick bifocals .Terrified , the old man darts past and out the door . Pete slams and locks it . Bogs shoves Andy to the center of the room .Andy sighs , cocks his head at the projector .Seemingly resigned , Andy turns around , leans on the rewind bench - and curls his fingers around a full 1.000 foot reel of 35mm film . Rooster licks his lips , pushes past the others .Andy whips the reel of film around in a vicious arc , smashing it into Rooster 's face and bouncing him off the wall .Andy fights like hell , but is soon overpowered and forced to his knees . Bogs steps to Andy , pulls out an awl with a vicious eight - inch spike , gives him a good long look at it .The Sisters consider this carefully . The film runs out of the projector , flapping on the reel . The screen goes white .Andy gets a bootheel in the face . The Sisters start kicking and beating the living shit out of him with anything they can get their hands on . In the theater , the convicts are CHANTING AND CLAPPING for the movie to come back on .

Bogs comes up the stairs , smoking a cigarette . Not many cons around ; the place is virtually deserted . A VOICE echoes dimly over the P.A. system :Bogs enters his cell . Dark in here . He fumbles for the light cord , yanks it . The sudden light reveals Captain Hadley six inches from his face , waiting for him . Mert steps in behind Bogs . hemming him . Before Bogs can even open his mouth to say `` what the fuck , '' Hadley rams the tip of his baton brutally into his solar plexus . Bogs doubles over , gagging his wind out . GROUND FLOOR 70 Ernie comes slowly around the corner , rolling a steel mop cart loaded with supplies . 2ND TIER 71 Red is darning a sock in his open cell . He pauses , frowning , hearing strange THUMPING sounds . What the hell is that ? 3RD TIER 72 It 's Hadley and Mert methodically and brutally pulping Bogs with their batons , and kicking the shit out of him for good measure . He feebly tries to ward them off . 2ND TIER 73 Puzzled , Red steps from his cell , following the sound . It dawns on him that it 's coming from above . He moves to the railing and leans out , craning around to look up - RED 'S POV 74 - just as Bogs flips over the railing and comes sailing directly toward us , eyes bugging out , SCREAMING as he falls . RED -LRB- SLOW MOTION -RRB- 75 jumps back as Bogs plummets past , missing him by inches , arms swimming and trying to grab the railing -LRB- but missing that too -RRB- , SCREAMING aaaaalll the way down - GROUND FLOOR 76 - and impacting on Ernie 's gassing mop cart in an enormous eruption of solvents and cleansers . The cart is squashed flat , shooting out from under Bogs and skidding across the cellblock floor like a tiddly wink , kicking up sparks for thirty yards . Ernie is left gaping in shock at Bogs and all the Bogs - related wreckage at his feet . 2ND TIER 77 Red is stunned . He very tentatively leans out and looks up . Above him , Hadley and Mert lean on the 3rd tier railing . Hadley tilts the cap back on his head , shakes his head .A tiny drop of blood drips off the toe of Hadley 's shoe and splashes across Red 's upturned cheek . He wipes it off , then looks down at Bogs . Cons and guards are racing to the scene .7B EXT - PRISON YARD/LOADING DOCK - DAY -LRB- 1949 -RRB- 78 Bogs , wheelchair - bound and wearing a neck brace , is loaded onto an ambulance for transport . Behind the fence stand Red and his friends , watching .

A HUNDRED CONS at work . Hoes rise and fall in long waves . GUARDS patrol on horseback . Heywood turns up a rocky chunk , quickly shoves it down his pants . He maneuvers to Red and the others , pulls out the chunk and shows it to them .Cackling , the men go back to work . Heywood stares at the rock . He crumbles it in his hands .

A huge detergent box is filled with rocks , hidden in the shadows behind a boiler furnace .ANGLE SHIFTS to Red as he plops a bag of `` laundry '' on the floor . Leonard and Bob toss a few more down . Red starts pulling out contraband , giving them their commissions .

Andy , limping a bit , returns from the infirmary . Red watches from his cell as Andy is brought up and locked away .

Andy finds the cardboard tube lying on his bunk .The lights go off . Andy opens the tube and pulls out a large rolled poster . He lets it uncurl to the floor . A small scrap of paper flutters out , landing at his feet . The poster is the famous Rita Hayworth pin - up - one hand behind her head , eyes half closed , sulky lips parted . Andy picks up the scrap of paper . It reads : `` No charge . Welcome back . '' Alone in the dark , Andy smiles .

The BUZZER SOUNDS , the cells SLAM OPEN . Cons step from their cells . Andy catches Red 's eye , nods his thanks . As the men shuffle down to breakfast , Red glances into Andy 's cell - RED 'S POV - DOLLYING PAST 84 - and sees Rita in her new place of honor on Andy 's wall . Sunlight casts a harsh barred shadow across her lovely face .

Ernie is mopping the floor . He glances back and sees Warden Norton approach the cellblock with an entourage of a DOZEN GUARDS . Still mopping , Ernie mutters to the nearest cell :Word travels fast from cell to cell . Cons scramble to tidy up and hide things . Norton enters , nods to his men . The guards pair off in all directions , making their choices at random .Cells are opened , occupants displaced , items scattered , mattresses overturned . Whatever contraband is found gets tossed out onto the cellblock floor . Mostly harmless stuff . A GUARD pulls a sharpened screwdriver out of a mattress , shoots a nasty look at the CON responsible .The man is taken away . Norton 's gaze goes up .2ND TIER 86 Norton arrives , makes a thin show of picking a cell at random . He motions at Andy on his bunk , reading his Bible . The door is unlocked . Norton enters , trailed by his men . Andy rises .Norton gives a curt nod . Hadley and Trout start tossing the cell in a thorough search . Norton keeps his eyes on Andy , looking for a wrong glance or nervous blink . He takes the Bible out of Andy 's hand .Andy glances over . Hadley is holding up a rock blanket , a polishing cloth roughly the size of an oven mitt .Hadley glances at the rocks lining the window sill , turns to Norton .Norton nods , strolls to the poster of Rita .Norton exits , the guards follow . The cell door is slammed and locked . Norton pauses , turns back .He reaches through the bars and returns the Bible to Andy .Norton and his men walk away .

Andy is working the line . Hadley enters and confers briefly with Bob . Bob nods , crosses to Andy , taps him . Andy turns , removes an earplug . Bob shouts over the machine noise :

Andy is led in . Norton is at his desk doing paperwork . Andy 's eyes go to a framed needle - point sampler on the wall behind him that reads : `` HIS JUDGMENT COMETH AND THAT RIGHT SOON . ''

A series of bleak rooms stacked high with unused filing cabinets , desks , paint supplies , etc. . Andy enters . He hears a FLUTTER OF WINGS . An adult crow lands on a filing cabinet and struts back and forth , checking him out . Andy smiles .Brooks Hatlen pokes his head out of the back room .

Brooks leads Andy into the bleakest back room of all . Rough plank shelves are lined with books . Brooks ' private domain .Andy pauses . Something about this does n't make any sense .ANDY STEPS BACK INTO THE OUTER ROOMS AND FINDS HADLEY WITH 91 another GUARD , a huge fellow named DEKINS .Hadley exits . Dekins approaches Andy ominously . Andy stands his ground , waiting for whatever comes next . Finally :Andy covers his surprise . Glances at Brooks . Brooks smiles .Andy and Dekins grab a desk standing on end and tilt it to the floor . They find chairs and settle in . Brooks returns with a tablet of paper and a pen , slides them before Andy .

I'm Dekins. I been, uh, thinkin' ` bout maybe settin' up some kinda trust fund for my kids' educations.

Yuh. I figured just stick it in the bank, but Captain Hadley said check with you first.

Andy is doing taxes . Mert Entwhistle is seated across from him . Other off - duty guards are waiting their turn .

A BATTER in a `` Noresby Marauders '' baseball uniform WHACKS the ball high into left field and races for first .

The Batter sits across from Andy . The line winds out the door .ANGLE SHIFTS to reveal Red and Brooks doing filing chores .

Dark . Andy 's in his bunk , polishing a four - inch length of quartz . It 's a beautifully - crafted chess piece in the shape of a horse 's head , poise and nobility captured in gleaming stone . He puts the knight on a chess board by his bed , adding it to four pieces already there : a king , a queen , and two bishops . He turns to Rita . Moonlight casts bars across her face .

Floyd runs into the yard , scared and winded . He finds Andy and Red on the bleachers .

Floyd rushes in with Andy and Red at his heels . They find Jigger and Snooze trying to calm Brooks , who has Heywood in a chokehold and a knife to his throat . Heywood is terrified .He kicks a table over . Tax files explode through the air .Andy steps forward , rivets Brooks with a gaze . Softly :Brooks bursts into tears . The storm is over . Heywood staggers free , gasping for air . Andy takes the knife , passes it to Red . Brooks dissolves into Andy 's arms with great heaving sobs .Red and Andy exchange a surprised look . Andy wants to understand . Red just motions to let it be for now . He puts his arm around Brooks , who sobs inconsolably . Softly :Ai n't that bad , old hoss . Wo n't be long till you 're squiring pretty young girls on your arm and telling 'em lies .

ANGLE ON RITA POSTER . Sexy as ever . The rising sun sends fingers of rosy light creeping across her face .

Brooks stands on a chair , poised at the bars of a window , cradling Jake in his hands .He tosses Jake through the bars . The crow flaps away .

TWO SHORT SIREN BLASTS herald the opening of the gate . It swings hugely open , revealing Brooks standing in his cheap suit , carrying a cheap bag , wearing a cheap hat . Brooks walks out , tears streaming down his face . He looks back . Red , Andy , and others stand at the inner fence , seeing him off . The massive gate closes , wiping them from view .

Brooks is riding the bus , clutching the seat before him , gripped by terror of speed and motion .

Brooks looks like a kid trying to cross the street without his parents . People and traffic a blur .

Brooks comes trudging up the sidewalk . He glances up as a prop - driven airliner streaks in low overhead .He arrives at the Brewster . It ai n't much to look at .

A WOMAN leads Brooks up the stairs toward the top floor . He has trouble climbing so many stairs .

Brooks enters . The room is small , old , dingy . Heavy wooden beams cross the ceiling . An arched window affords a view of Congress Street . Traffic noise drifts in . Brooks sets his bag down . He does n't quite know what to do . He just stands there , like a man waiting for a bus .

Loud . Jangling with PEOPLE and NOISE . Brooks is bagging groceries . Registers are humming , kids are shrieking .

You do n't need to ask me every time you go take a piss. Just go. Understand?

Dark . Traffic outside . Brooks wakes up . Disoriented . Afraid . Somewhere in the night , a LOUD ARGUMENT is taking place .

Brooks is packing his worldly possessions into the carry bag . Undershirts , socks , etc. .

Brooks is dressed in his suit . He finishes knotting his tie , puts his hat on his head . The letter lies on the desk , stampe3 and ready for mailing . His bag is by the door .He takes one last look around . Only one thing left to do . He steps to a wooden chair in the center of the room , pulls out s pocketknife , and glances up at the ceiling beam . He steps up onto the chair . It wobbles queasily . Now facing the beam , he carves a message into the wood : `` Brooks Hatlen was here . '' He smiles with a sort of inner peace .TIGHT ON CHAIR 120 His weight shifts on the wobbly chair - and it goes out from under him . His feet remain where they are , kicking feebly in mid - air . His hat falls to the floor . ANGLE WIDENS . Brooks has hanged himself . He swings gently , facing the open window . Traffic noise floats up from below .

Andy reads the letter to Red and the others :A long silence . Andy folds the letter , puts it away . Softly :

Andy is sorting books on the cart . He replaces a stack on the shelf - and pauses , noticing a line of ants crawling up the wood . He glances up . The ants disappear over the top . He pulls a chair over and stands on it , peers cautiously over .Red steps in with an armload of files . Andy gingerly reaches in , grabs a black feathered wing , and pulls out a dead crow .

Low hilly terrain all around . A HUNDRED CONS are at work in the fields . GUARDS patrol with carbines , keeping a sharp eye . We find Andy , Red , and the boys working with picks and shovels . They glance over to the pickup truck . Hadley 's chewing the fat with Mert and Youngblood . A WHISTLE BLOWS .The work stops . Cons head for the pickup truck , where water is dispensed with dipper and pail . Red and the boys look to Andy . Andy nods . Now 's the time . The group moves off through the confusion , using it as cover . They head up the slope of a nearby hill and quickly decide on a suitable spot . The guards have n't noticed . Jigger and Floyd start swinging picks into the soft earth , quickly ripping out a hole . Red reaches into his jacket and pulls out a beautiful wooden box , carefully stained and varnished . He shows it around to nods of approval .CONTINUED 124 Heywood jumps in and starts spading out the hole . BY THE TRUCK 125 Youngblood glances up and sees the men on the slope .Suddenly , other cons start breaking away in groups , dozens of them heading toward the slope . The guards look around .ON THE SLOPE 126 Andy pulls a towel - wrapped bundle from his jacket and unfolds it . Jake . Andy lays him in the box , followed by Brook 's letter . Red places the casket in the hole . A moment of silence . Andy gives Red with an encouraging nod .Muttered `` amens '' all around . The boys shovel dirt onto the small grave and tamp it down .

RAPID DOLLY with Hadley . He 's striding , pissed - off , a man on e mission . He straight - arms a door and emerges onto -

- the wall overlooking the exercise yard . He leans on the railing , scans the yard , sees Andy chatting with Red .Andy shoots a worried look at Red , then heads off .

Dozens of parcel boxes litter the floor . WILEY , the duty guard , picks through them . Hadley enters , trailed by Andy .Wiley thrusts an envelope at Andy . Andy just stares at it .Andy takes the envelope , pulls out a letter , reads :Wiley grins . Hadley glares at him . The grin vanishes .Andy gazes around at the boxes . The riches of the world lay at his feet . His eyes mist with emotion at the sight .Hadley exits . Andy touches the boxes like a love - struck man touching a beautiful woman . Wiley grins .Andy nods . Wiley disappears into the toilet , Jughead Comix in hand . Alone now , Andy starts going through the boxes like a starving man exploring packages of food . He does n't know where to turn first . He gets giddy , ripping boxes open and pulling out books , touching them , smelling them . He rips open another box . This one contains an old phonograph player , industrial gray and green , the words `` Portland Public School District '' stenciled on the side . The box also contains stacks and stacks of used record albums . Andy reverently slips a stack from the box and starts flipping through them . Used Nat King Coles , Bing Crosbys , etc. . He comes across a certain album - Mozart 's `` Le Nozze de Figaro . '' He pulls it from the stack , gazing upon it as a man transfixed . It is a thing of beauty . It is the Grail .

I believe you're crazy enough. You better get this stuff downstairs like the Captain said. I'm gon na go pinch a loaf. When I get back, this is all gone, right?

Andy wrestles the phonograph player onto the guards ' desk , sweeping things onto the floor in his haste . He plugs the machine in . A red light warms up . The platter starts spinning . He slides the Mozart album from its sleeve , lays it on the platter , and lowers the tone arm to his favorite cut . The needle HISSES in the groove . and the MUSIC begins , lilting and gorgeous . Andy sinks into Wiley 's chair , overcome by its beauty . It is `` Deutino : Che soave zeffiretto , '' a duet sung by Susanna and the Contessa .

Andy shoots a look at the bathroom . and smiles . Go for broke . He lunges to his feet and barricades the front door , then the bathroom . He returns to the desk and positions the P.A. microphone . He works up his courage , then flicks all the toggles to `` on . '' A SQUEAL OF FEEDBACK echoes briefly . 134 INT/EXT - VARIOUS P.A. SPEAKERS - DAY -LRB- 1955 -RRB- 134 . and the Mozart is suddenly broadcast all over the prison .

Wiley lunges to his feet , pants tangling around his ankles . 136 INT/EXT - SHAWSHANK PRISON - VARIOUS LOCATIONS - DAY -LRB- 1955 -RRB- 136 Cons all over the prison stop whatever they 're doing , freezing in mid - step to listen , gazing up at the speakers . THE STAMPING MACHINES IN THE PLATE SHOP ARE SHUT DOWN . 137 THE LAUNDRY LINE GOES SILENT , GRINDING TO A HALT . 138 THE WOOD SHOP MACHINES ARE TURNED OFF , BUZZING TO A STOP . 139 THE MOTOR POOL . THE KITCHEN . THE LOADING DOCK . THE EXERCISE 140 thru yard . the numbing routine of prison life itself . all grinds thru TO A STUTTERING HALT . NOBODY MOVES , NOBODY SPEAKS . EVERYBODY 143 just stands in place , listening to the MUSIC , hypnotized .

Andy is reclined in the chair , transported , arms fluidly conducting the music . Ecstasy and rapture . Shawshank no longer exists . It has been banished from the mind of men .

CAMERA TRACKS along groups of men , all riveted .CAMERA brings us to Red .

Norton and Hadley break the door in . Andy looks up with a sublime smile . We hear Wiley POUNDING on the bathroom door :

LOW ANGLE SLOW PUSH IN on the massive , rust - streaked steel door . God , this is a terrible place to be .

Andy does n't seem to mind . His arms sweep to the music still playing in his head . We hear a FAINT ECHO of the soaring duet .

FADE TO BLACK AN IRON - BARRED DOOR 151 slides open with an enormous CLANG . A stark room beyond . CAMERA PUSHES through . SEVEN HUMORLESS MEN sit at a long table . An empty chair faces them . We are again in :

Red enters , ten years older than when we first saw him at a parole hearing . He removes his cap and sits .CLOSEUP - PAROLE FORM A big rubber stamp slams down : `` REJECTED . ''

Red emerges into fading daylight . Andy 's waiting for him .Red nods , solemn . They settle in on the bleachers . Andy pulls a small box from his sweater , hands it to Red .Red does . Inside the box , on a thin layer of cotton , is a shiny new harmonica , bright aluminum and circus - red .- Red considers it , shakes his head . Softly :

Men line the tiers as the evening count is completed . The convicts step into their cells . The master switch is thrown and all the doors slam shut - KA - THUMP ! Andy finds a cardboard tube on his bunk . The note reads : `` A new girl for your 10 year anniversary . From your pal . Red . ''

Marilyn Monroe 's face fills the screen . SLOW PULL BACK reveals the new poster : the famous shot from `` The Seven Year Itch , '' on the subway grate with skirt billowing up . Andy sits gazing at her as lights - out commences .

and we find Red gazing blankly as darkness takes the cellblock . Adding up the months , weeks , days . He regards the harmonica like a man confronted with a Martian artifact . He considers trying it out - even holds it briefly to his lips , almost embarrassed - but puts it back in its box untested . And there the harmonica will stay . FADE TO BLACK WE HOLD IN BLACKNESS as THUMPING SOUNDS grow louder . 156and the BLACKNESS disintegrates as a wall tumbles before our eyes , revealing a WORK CREW with picks and sledgehammers , faces obscured outlaw - style with kerchiefs against the dust . Behind them are GUARDS overseeing the work . Andy yanks his kerchief down , grinning in exhilaration . Red and the others follow suit . They step through the hole in the wall , exploring what used to be a sealed - off storage room .

TRACKING the construction . Walls have been knocked down . Men are painting , plastering , hammering . Lots of shelves going up . Red is head carpenter . We find him discussing plans with Andy .

Red and the boys are opening boxes , pulling out books .Floyd tries to take the book . Heywood yanks it back . I saw it first . Red shoots Andy a look .

Red is making a sign , carefully routing letters into a long plank of wood . It turns out to be -

- the varnished wood sign over the archway : `` Brooks Hatlen Memorial Library . '' TILT DOWN to reveal the library in all its completed glory : shelves lined with books , tables and chairs , even a few potted plants . Heywood is wearing headphones , listening to Hank Williams on the record player .

FLASHBULBS POP as Norton addresses MEMBERS OF THE PRESS :ANGLE TO Red and the boys listening from behind the fence .

A ROAD - GANG is grading a culvert with picks . There 's dust and the smell of sweat in the air . GUARDS patrol with sniper rifles , A pushy WOMAN REPORTER in an ugly hat bustles up the grade , trailed by a PHOTOGRAPHER .She turns , motioning her photographer up the grade . Heywood glances around at the other men .Heywood unzips his pants , reaches inside . The others do likewise . The woman turns back and is greeted by the sight of a dozen men displaying their penises and smiling brightly . Her legs go wobbly and she sits heavily down on the dirt grade .

Do n't you know who I am? I'm from LIFE magazine! I was told I'd get some co - operation out here! You want me to report you to your warden? Is that what you want?

That's more like it! Now I want you all in a row with big bright smiles on your faces! Grab hold of your tools and show'em to me!

A ROAD - GANG is pulling stumps , bogged down in mud .Norton strolls into view with NED GRIMES at his heels .Norton opens the box . Alongside the pie is an envelope . He runs his thumb across the thick stack of cash it contains . IN THE BACKGROUND , a winch cable SNAPS and whips through the air , damn near severing a man 's leg . He goes down , screaming in mud and blood , pinned by a fallen tree stump . Men rush over to help him . Norton barely takes notice .

This keeps up, you're gon na put me out of business! With this pool of slave labor you got, you can underbid any contractor in town.

That's fine for the papers, but I got a family to feed. The State do n't pay my salary. Sam, we go back a long way. I need this new highway contract. I do n't get it, I go under. That's a fact.

Now you just have some'a this fine pie my missus baked specially for you, and you think about that.

ANGLE on Maisie 's pie . Several pieces gone .TILT UP to Andy at the desk , munching thoughtfully as he totals up figures on an adding machine .Andy finishes preparing two bank deposits . Norton hovers near the desk , keeping a watchful eye .Norton pockets the envelopes . Andy crosses to the wall safe and shoves the ledger and sundry files inside . Norton locks the safe , swings his wife 's framed sampler back into place . He cocks his thumb at some laundry and two suits in the corner .

Andy trudges down the corridor with Norton 's laundry , the pie box under his arm .

TILT UP FROM PIE to find Red munching away as he helps Andy sort books on the shelves .

TWO SIREN BLASTS draw their attention to the main gate . It swings open , revealing a prison bus waiting outside .

Among those on board is TOMMY WILLIAMS , a damn good - looking kid in his mid - 20 's . The bus RUMBLES through the gate .

The new fish disembark , chained together single - file . The old - timers holler and shake the fence . A deafening gauntlet .

Tommy and the others are marched in naked and shivering , covered with delousing powder , greeted by TAUNTS and JEERS .

The bars slam with a STEEL CLANG . Tommy and his new CELLMATE take in their new surroundings .

C'mon there, old boys! Movin' like molasses! Makin' me look bad!

Big ol' thing. Could n't see shit. Suddenly, here's this voice : Freeze kid! Hands in the air! Well I just stand there holdin' on to that TV, so the voice says : `` You hear what I said, boy?'' And I say, Yes sir, I sure did! But if I drop this fuckin' thing, you got me on destruction of property too!

Yeah. That was an easy ride, let me tell you. Work programs, weekend furloughs. Not like here.

I'm thinkin' maybe I should try for high school equivalency. Hear you helped some fellas with that.

Why do n't that fella get hisself a 12 - gauge and dust the fucker?

It's worse! I did n't get a fuckin' thing right! Might as well be in Chinese!

Goddamn cats crawlin' up trees, 5 times 5 is 25, fuck this place, fuck it!

` Bout four years ago, I was in Thomaston on a 2 to 3 stretch. Stole a car. Dumbfuck thing to do.

Few months left to go, I get a new cellmate in. Elmo Blatch. Big twitchy fucker. Crazy eyes. Kind of roomie you pray you do n't get, know what I'm sayin'? 6 to 12 for armed burglary. Said he done hundreds of jobs. Hard to believe, high - strung as he was. Cut a loud fart, he'd go three feet in the air. Talked all the time, too, that's the other thing. Never shut up. Places he'd been, jobs he pulled, women he fucked. Even people he killed. People that gave him shit, that's how he put it. One night, like a joke, I say : `` Yeah? Who'd you kill?'' So he says.

DOLLYING Tommy as he struts along , combing his ducktail , cigarette behind his ear . -LRB- We definitely need The Coasters or Del Vikings on the soundtrack here . Maybe Jerry Lee Lewis . -RRB-

A SHRIEKING BUZZSAW slices ten - foot lengths of wood . Red runs the machine while some other OLD - TIMERS feed the wood .Tommy is hauling the cut wood off the conveyor and stacking it , It 's a ball - busting job , but the kid 's a blur .The old guys just grin and shake their heads .

Tommy regales the old boys with his exploits :The whole table falls about laughing .

Poker game in progress . Tommy , Andy , Red and the boys .The tension breaks . Everyone laughs .

Been in and out since I was 13. Name the place, chances are I been there.

The cat sh - shh - shimmied up the tree and crept st - stel - stealthily out on the limb.

CAMERA TRAVELS the room . Chaotic . CONS are waiting their turn or talking to visitors through a thick plexi shield .Tommy 's at the end of the row , phone to his ear . Other side of the glass is BETH , near tears , fussing with a BABY on her lap . BETH . said we can stay with them , but Joey 's gettin ' out of the service next month , and they barely got enough room as it is . Plus they got Poppa workin ' double shifts and the baby cries half the night . I just do n't know where we 're gon na go . PUSH IN on Tommy 's face as he listens .the streets . or his child growing up not knowing her daddy .

Tommy enters , the strut gone from his step . A little scared . He finds Andy filing library cards .Tommy thinks about it , nods .

We find Andy giving an impassioned reading :Andy slaps the book shut , immensely pleased with himself .

Tommy tries to read as Andy looks on :Andy shakes his head . Not exactly .

Tommy intent on a paperback , mouthing the words . Behind him , wood is piling up on the conveyor belt .Tommy shoves the book in his back pocket and hurries over .

Tommy writes a sentence on the blackboard . Andy steps in , shows him how to reconstruct it .

TIGHT ANGLE on chessboard . Most of the pieces complete . PAN TO Andy lying in his bunk , carefully polishing .and we keep going past Andy in a SLOW PAN of the cell . Sink . Toilet . Books . Outside the window bars , we hear another TRAIN passing in the night .STILL PANNING , past a chair , a sweater on a hook . and finally to the place of honor on the wall .where the latest poster turns out to be Racquel Welch ins fur bikini . Gorgeous . `` One Million Years , B. C. '' SLOW PUSH IN ,

Tommy 's taking the big test . Andy 's monitoring the time . Deep silence , save for Tommy 's pencil - scribbling . A few old - timers are browsing the shelves , sneaking looks their way . Tommy tries to ignore them . Concentrate . Andy clears his throat . Time 's up . Tommy puts his pencil down ,Tommy grabs the test , wads it , slam - dunks it into the trash .Tommy is gone . Red and others stare . Andy gets up , pulls the test from the trash , smoothes it out on the desk .

Rest break . Tommy and Red sipping Cokes .SMASH ! Red turns back . Tommy 's Coke has slipped from his hand and shattered on the floor . The kid 's gone white as a sheet .

Tommy sits before Andy and Red :He throws his head back and ROARS with laughter .

I got me this job one time bussin' tables at a country club. So I could case all the big rich pricks that come in. I pick out this guy, go in one night and do his place. He wakes up and gives me shit. So I killed him. Him and the tasty bitch he was with.

That's the best part! She's fuckin' this prick, see, this golf pro, but she's married to some other guy! Some hotshot banker. He's the one they pinned it on! They got him down - Maine somewhere doin' time for the crime! Ai n't that choice?

Silence . Tommy has finished his story . Red is stunned . but Andy looks like he 's been smacked with a two by four .Andy says nothing . Walks stiffly away . Does n't look back .

Mail call . Men crowd around as names are called out . Red and the boys are parked on the bleachers .Tommy raises his hand . The envelope gets tossed to him . He stares at it . Red peers over his shoulder .He gets hemmed in by the older men . Red snatches the letter .Red rips it open , scans the letter . Expressionless .

Tommy makes his way through the chaos , finds Beth and the baby waiting behind the thick plexi shield . He sits , does n't pick up the phone . Just stares at Beth . She does n't know what to make of it . He presses a piece of paper against the glass . A high school diploma . Her face lights up , blinking back tears .

LOW ANGLE on steel door . Somewhere behind it , unseen , is Andy , A rat scurries along the wall . FOOTSTEPS approach slowly .

Andy listens in darkness . The FOOTSTEPS pause outside his door . The slot opens . An ELDERLY GUARD peers in .The slot closes . The FOOTSTEPS recede . Andy smiles .

We find Tommy on evening work detail , mopping the floors with bucket and pail . Mert Entwhistle comes into view .

A steel door rattles open . Mert leads Tommy outside to a gate , unlocks it . Tommy looks around .Mert swings the gate open , sends Tommy through , turns and heads back inside . Tommy proceeds out across a loading - dock access for the shops and mills . Some vehicles parked . The place is deserted . He stops , sensing a presence .Norton steps into the light .Norton pulls a pack of cigarettes , offers Tommy a smoke . Tommy takes one . Norton lights both cigarettes , pockets his lighter .Norton drops his cigarette . Crushes it out with the toe of his shoe . Glances up toward the plate shop roof as - HIGH ANGLE FROM PLATE SHOP ROOF -LRB- SNIPER POV -RRB- 199 - a rifle scope pops up into frame , jumping Tommy 's image into startling magnification , framed in the crosshairs . THE SNIPER 200 rapid - fires a carbine - BLAM ! BLAM ! BLAM ! BLAM ! - his face lit up by the muzzle flashes . Captain Hadley . TOMMY 201 gets chewed to pieces by the gunfire . He smacks the ground in a twitching , thrashing heap . Eyes wide and staring . Dead . Surprise still stamped on his face . Silence now . Norton turns , strolls into darkness .

GUARDS approach Andy 's cell . The door is unlocked . Andy emerges slowly , blinking painfully at the light . 203 INT/EXT - PRISON - DAY -LRB- 1966 -RRB- 203 Andy is marched along . Convicts stop to stare .

Andy is led in . The door is closed . Alone with Norton . Softly ,Norton lunges to his feet , eyes sparkling with rage .SLOW PUSH IN on Andy 's face . Eyes hollow . His beaten expression says it all .

Red finds Andy sitting in the shadow of the high stone wall , poking listlessly through the dust for small pebbles . Red waits for some acknowledgment . Andy does n't even look up . Red hunkers down and joins him . Nothing is said for the longest time . And then , softly :Andy finally glances to Red , seeking a reaction . Silence .Andy smiles faintly in spite of himself . Red gives his shoulder a squeeze .Red stares at Andy , laughs .-Red snaps a look . What the hell does that mean ? Andy rises and walks away . Red lunges to his feet .Andy turns and walks away .

BOOM DOWN to Red and the boys . Convicts drift past them .20B INT - NORTON 'S OFFICE - NIGHT -LRB- 1966 -RRB- 208 Andy 's working away . Norton pokes his head in .We follow Norton to his wife 's sampler . He swings it aside , works the combination dial , opens the wall safe . Andy moves up , shoves in the black ledger and files . Norton shuts the safe .Andy hands him the envelopes . Norton heads for the door .Norton exits . Andy turns to the laundry . He opens the shoebox . Nice pair of dress shoes inside . He sighs , glances down at the old ragged pair of work shoes on his own feet .

Andy trudges down the hallway , laundry slung over his shoulder ,

Red hears Andy coming , moves to the bars . He watches Andy come up to the second tier and pause before his cell .Andy gazes directly at Red . A beat of eye contact . Red shakes his head . Do n't do it . Andy smiles , eerily calm . and enters his cell . The door closes . KA - THUMP ! We hold on Red 's face .

Andy is polishing a chess piece .The lights bump off . He finishes polishing , holds up the piece to admire . A pawn . He sets it down with the others - and we realize it 's the final glance for the board . A full set . He gazes up at Racquel and smiles . Pulls a six foot length of rope from under his pillow . Lets it uncoil to the floor .

Red sits in the dark , a bundle of nerves , trying to hold himself still . He feels like he might scream or shake to pieces . The seconds tick by , each an eternity .A FLASH OF LIGHTNING outside his window sends harsh barred shadows jittering across the cell . A storm breaking .

KA - THUMP ! The master lock is thrown . The cons emerge from their cells and the headcount begins . Red looks back to see if Andy 's in line . He 's not . Suddenly the count stalls :The head bull , HAIG , checks his list :Still no answer . Glaring , Haig stalks down the tier , clipboard in hand . His men fall in behind .They arrive at bars . Their faces go slack . Stunned . Softly :Oh my Holy God . REVERSE ANGLE 216 reveals the cell is empty . Everything neat and tidy . Even the bunk is stowed . They wrench the door open and rush in , tossing the cell in a panic as if Andy might be lurking under the Kleenex or the toothpaste . CAMERA ROCKETS IN on Haig as he spins toward us , bellowing at the top of his lungs :

Dufresne? Get your ass out here, boy! You're holding up the show!

Do n't make me come down there now! I'll thump your skull for you!

Dufresne, dammit, you're putting me behind! You better be sick or dead in there, I shit you not!

Norton is kicking back with the morning paper . He notices ha dingy his shoes are . He glances at the shoebox on the desk . kicks his shoes off , opens the box - and gulls out Andy 's o grimy work shoes . He stares blankly . What the fuck indeed . An ALARM STARTS BLARING throughout the prison . He looks up .

Red watches as Norton storms up with an entourage of guards .Red 's eyes widen . Guards yank him from his cell .

Norton steps to the center of the room , working himself up into a fine rage :Norton grabs the clipboard and thrusts it at Hadley .Haig scurries out , gathering men . Norton spins to Red .Norton spreads his arms evangelist - style , spins slowly around .Red exchanges looks with the guards . Even they 're nervous . Norton scoops a handful rocks off the sill . He hurls them at the wall one at a time , shattering them , punctuating his words :He sends the last rock whizzing right at Racquel . No smash . It takes a moment for this to sink in . All eyes go to her . The rock went through her . There 's a small hole in the poster where her navel used to be . You could hear a pin drop . Norton reaches up , sinks his finger into the hole . He keeps pushing . and his entire hand disappears into the wall . ANGLE FROM BEHIND POSTER 221 as Norton rips the poster from before our eyes . Stunned faces peer in . CAMERA PULLS SLOWLY BACK . to reveal the long crumbling tunnel in the wall .

RORY TREMONT , a guard barely out of his teens , tries not to look nervous as they lash a rope around his chest . He 's getting instructions from six different people at once .

Dark as midnight . Concrete walls rise on both sides . If you imagine them as two huge slices of bread , the meat of this particular sandwich is about three feet of airspace and a dark tangle of pipes between the cellblocks . Rory 's appears , shining his flashlight down the shaft . Somewhere , a rat SQUEAKS .Looking none too happy about it , Rory squeezes from the tunnel and dangles into the shaft . He gets lowered , shining his light , smothered by darkness . Not having a good time .His feet touch the ground - or what he assumed was the ground . It 's not . In fact , it 's just what it smells like . He sinks in past his ankles . He slips and sits heavily in it .

Warden? There's a space here between the walls ` bout three feet across! Smells pretty damn bad!

Smells pretty damn bad, Warden! In fact, it smells just like shit.

Oh God, that's what it is, it's shit. oh my God it's shit. pull me out ` fore I blow my groceries, oh shit it's shit, oh my Gawwwwwwd!

Red and others listen to violent barfing from below .That 's it for Red . He starts laughing . Laughing , hell , he 's bellowing laughter , laughing so hard he has to hold himself , laughing so hard tears are pouring down his cheeks . The look of rage on Norton 's face makes him laugh all the harder .

Virgin landscape . Charming rural road . Suddenly , State Police cruisers rocket up the road with SIRENS AND LIGHTS .

Shawshank is half a mile distant . WE TRACK ALONG a muddy creel as STATE TROOPERS and PRISON GUARDS scour the brush . A TROOPEE fishes a prison uniform out of the creek with a long stick .TROOPER g2 pulls the rock - hammer from the weeds . SWISH PAN to a POLICE PHOTOGRAPHER . His FLASHBULB GLARE produces : A BLACK AND WHITE STILL PHOTO 230 of the hapless cops posing with Andy 's reeking uniform and the worn rock - hammer . PUSH IN on the hammer .

Once again , we see Andy using the rock - hammer to scratch his name into the cement . Suddenly , a palm - sized chunk of cement pops free and hits the floor . He stares down at it .

Andy lies in the dark , studying the chunk of concrete in his hands . Considering the possibilities . Wrestling with hope .

Andy stands peering at the small hole left by the fallen chunk . Carefully runs his fingertip over it .

Rita is now on the wall , hanging down over Andy 's back .TRACK IN to reveal Andy scraping patiently at the concrete .He hears FOOTSTEPS approaching . He smoothes the poster down and dives into bed . A GUARD strolls by a moment later , shining his flashlight into the cell .

Andy strolls along , whistling softly , hands in both pockets . TILT DOWN to his pantleg . Concrete grit trickles out .

A GUARD strolls the tier , shining his flashlight into the cells . He pauses at Andy 's bars , playing the beam over the sleeping form huddled under the blankets . p37 REVERSE ANGLE -LRB- FROM INS1DE ANDY 'S CELL -RRB- 237 We see what the guard does n't : instead of Andy 's head under the blanket , it 's a wadded - up pillow . The flashlight plays across the cell , pinning Marilyn Monroe in a circle of light . ANGLE FROM BEHIND POSTER 238 The light illuminates her face through the paper . WIDEN to reveal Andy lying in his tunnel , holding his breath . The light clicks off . The FOOTSTEPS move on . He gets back to work .

BOOMING SLOWLY UP the shaft . Rats scurry the pipes . Suddenly , r piece of concrete the size of a quarter jumps free and plummets down the shaft as the rock - hammer pushes through . The pick withdraws , replaced by Andy 's peering eye . A SERIES OF DISSOLVES -LRB- 1965 through 1966 -RRB- 240 takes us through the widening of the hole . First as big as a tea cup . Then a saucer . Then a dinner plate .Andy finally gets his head through , scraping his ears . He 's got a penlight clenched in his teeth . He peers down into the shaft . At the very bottom , maybe 20 feet down , a big ceramic pipe runs the length of the cellblock . Beneath its coat of grime and dust , the word `` SEWER '' is stenciled .

ANGLE LOOKING STRAIGHT DOWN . Below us , Tommy Williams lies facedown at Norton 's feet . Blood is spreading , fanning out oa the pavement . Norton turns , strolls out of frame .Again we see : Andy working . Norton pokes his head in .Norton crosses to the wall safe and works the dial , his back turned . This time , though , we stay on Andy : He pulls up his sweater , yanks out a large black book and a stack of files , lays them on the desk . He then grabs the real ledger and files , jams them down his pants and smoothes his sweater down . He picks up the bogus stack , crosses to Norton , and shoves everything in .

Norton exits his office and strolls off whistling . PUSH IN on the open door . We see Andy at the guard 's desk , pulling Norton 's dress shoes from their box .

Andy sorts through Norton 's three suits . He pauses , checking the gray pinstripe . Nice .

The guard BUZZES Andy through . Andy walks toward us .TILT DOWN as he passes by . Yep , he 's wearing Norton 's shoes .

The lights go out . Andy places the last chess piece . Gazes up at Racquel . Smiles . Pulls the rope from under his pillow . He stands and unbuttons his prison shirt , revealing Norton 's gray pinstripe suit underneath . A FLASH OF LIGHTNING floods the cell , throwing wild shadows .

The storm rages . Andy , naked , carefully slips Norton 's folded suit into a large industrial Zip - Lock bag . Next to go in are the shoes , chess pieces -LRB- already in a smaller bag -RRB- , black ledger en files . Last but not least , a bar of soap wrapped in a towel .

Andy squeezes through the hole head - first , emerges to the waist , He reaches for the opposite wall , manages to snag a steel conduit with his fingers . Suddenly , a huge rat darts for his hand . Andy yanks away and almost plummets head - first down the shaft . He dangles wildly upside - down for a moment , arms windmilling , then gets his hands pressed firmly against the opposite wall . The rat scurries off , pissed . Andy snags the conduit again . He contorts out of the hole and dangles into the shaft . We now see the purpose for the rope : the plastic bag hangs from his ankle with about two feet of slack , He kicks his legs across the shaft , gets his feet braced . Wit3 his back against one wall and feet against the other , he starts down the shaft . Sliding dangerously . Using pipes for handholds . Flinching as rats dart this way and that , scurrying in the shadows . He drops the last few feet to the bottom . He approaches the ceramic sewer pipe and kneels before it . Pulls out the rock - hammer and says a quick silent prayer . Raises the rock - hammer high and swings it down with all his might . Once , twice - third time lucky . An enormous eruption of sewage cascades into the air as if rocket - propelled , the Mount St. Helens of shit . Andy is instantly coated black . He turns away and heaves his guts out . The shit keeps coming .

Andy peers down through the hole , playing his penlight aroun5 , The inside diameter is no more than two feet . Tight squeeze . Coated with crud . It seems to go on for miles . No turning back . He wriggles into the pipe and starts crawling , plastic bag dragging behind .

Rain is falling in solid sheets . Shawshank is half a mile distant . BOOM DOWN to reveal the creek . and PUSH IN toward the mouth of the sewer pipe that feeds into it .Fingers appear , thrusting through the heavy - gauge wire mesh covering the mouth of the pipe . Andy 's face looms from the darkness , peering out at freedom . He wrenches the mesh loose , pushes himself out , and plunges head - first into the creek . He comes up sputtering for breath . The water is waist - deep . He wades upstream , ripping his clothes from his body . He gets his shirt off , spins it through the air over his head , flings the shirt away . He raises his arms to the sky , turning slowly , feeling the rain washing him clean . Exultant . Triumphant . A FLASH OF LIGHTNING arcs from horizon to horizon .

The door opens . Spit - shined shoes enter . DOLLY the shoes to the counter .TILT UP to Andy . Smiling in Norton 's gray pinstripe suit .

The teller is cutting a cashier 's check while the MANAGER carefully examines Mr. Stevens ' various I.D.s.I must say I 'm sorry to be losing your business . I hope you 'll enjoy living abroad .He hands her a package , stamped and addressed . Gives them a pleasant smile . Turns and strolls from the bank .

A MAN in shirtsleeves is going through the mail on his desk . He finds Andy 's package , rips it open . Pulls out the black ledger and files . Scans a cover letter . Holy shit . He dashes to his door and yanks it open , revealing the words on the glass : `` PORTLAND DAILY BUGLE - Editor In Chief . ''

Norton walks slowly toward his office . Dazed . The morning paper in his hand . He goes wordlessly past the DUTY GUARD into his office . Shuts the door . Lays the paper on his desk . The headline reads : `` CORRUPTION AND MURDER AT SHAWSHANK . '' Below that , the sub - headline : `` D.A. Has Ledger . Indictments Expected . '' Norton looks up as SIRENS SWELL in the distance .

For the second time , State Police cruisers go rocketing up the road with SIRENS AND LIGHTS .

Norton opens his safe and pulls out the `` ledger '' - it 's Andy 's Bible . The title page is inscribed by hand : `` Dear Warden . You were right . Salvation lay within . '' Norton flips to the center of the book - and finds the pages hollowed out in the shape of a rock - hammer .

Police cruisers everywhere . A media circus . REPORTERS jostle for position . A colorless DISTRICT ATTORNEY steps forward into CLOSEUP , flanked by a contingent of S.ATE TROOPERS .ANGLE SHIFTS to reveal Captain Hadley . Staring . Waiting .TROOPERS move in , cuffing Hadley 's hands behind his back . The D.A. drones on . FLASHBULBS POP . Hadley says nothing . His face scrunches up . He begins to cry .Hadley sobs all the way to the car . The D.A. snaps a gaze up toward Norton 's window , motions his men to follow .

Norton is staring out the window as they approach the building . He goes to his desk , opens a drawer . Inside lies a revolver and a box of shells .

Norton sits blankly at his desk , revolver before him . The doorknob rattles , a VOICE is heard :The POUNDING starts . Norton dumps the box of bullets out on thr desk . He starts sorting them to see which ones he likes . OUTSIDE HIS OFFICE 263 Troopers hustle the hapless duty guard to Norton 's door as he fumbles nervously with a huge key ring .He starts trying keys in the lock . And as the keys go sliding in one after another .

so do the bullets . Norton is riveted to the door . For every key , he loads another bullet . Methodical and grim . He gets the final bullet in just as the right key slams home . The door bursts open . Men muscle in . Somebody SHOUTS . Troopers dive in all directions as Norton raises the gun - - and jams it under his chin . his head snaps back as the wall goes red . His swivel chair does a slow half - turn and creaks to a final stop . Troopers rise slowly , gazing in horror .PUSH SLOWLY to the wall to reveal Mrs. Norton 's framed sampler trickling blood and brains . and we get our final Bible lesson for today : `` HIS JUDGMENT COMETH AND THAT RIGHT SOON . ''

A red convertible rips along with Andy at the wheel , cigar jutting from his grin , warm wind fluttering his tie .

Heywood is regaling the table with some anecdote about Andy .A wild burst of laughter . PUSH IN on Red . Feeling melancholy .

Convicts hoe the fields . Guards patrol on horseback .A DISTANT RUMBLE OF THUNDER . Red pauses , gazes off . Storm clouds coming in , backlit by the sun . A light drizzle begins .

Red is sleeping . He wakes with a start .He senses a presence , looks over his shoulder . There 's a Rita Hayworth poster on his wall . He gets out of bed . Rita just keeps smiling , inscrutable . As Red watches , a brilliant round glow builds behind the poster , shining from the tunnel . The poster rips free , charred to ash in the blink of an eye as a shaft of holy white light stabs into the cell . Sunlight . Red staggers back against the glare . A whirlwind kicks up , whipping everything into the air . The hole in the wall is like a giant vacuum cleaner - papers , book , toiletries , bedding - if it ai n't nailed down , it gets sucked down the hole toward the light . Red fights it , but the suction drags him closer and closer . RED 'S POV 271 . and CAMERA rockets into the hole , getting sucked down an endless tunnel at impossible speed , the ROAR of air mixing with his drawn - out SCREAM , closer and closer to the light . and erupting out the other side into total silence and a beautiful white beach . The Pacific Ocean before us . Enormous . Mind - blowing . Beautiful beyond description . All we hear now are the gentle sound of waves .A lone figure stands at water 's edge . CAMERA KEEPS MOVING , coming up behind him and TRACKING AROUND to reveal - Red .AERIAL SHOT 272 Nothing for a million miles but beach , sky , and water . Red is a tiny speck at water 's edge . Just another grain of sand .

Red wakes from the nightmare . He gets out of bed . Moves to the barred window of his cell . Peers up at the stars .FADE TO BLACK AN IRON - BARRED DOOR 274 slides open with an enormous CLANG . A stark room beyond . CAMERA PUSHES through . SIX MEN AND ONE WOMAN sit at a long table . An empty chair faces them . We are again in :

Red enters , sits . 20 years older than when we first saw him .Red does n't answer . Just stares off . Seconds tick by . The parole board exchanges glances . Somebody clears his throat .-The parole board just stares . Red sits drumming his fingers . CLOSEUP - PAROLE FORM A big rubber stamp SLAMS down - and lifts away to reveal the word `` APPROVED '' in red ink .

TWO SHORT SIREN BLASTS herald the opening of the main gate . It swings hugely open , revealing Red standing in his cheap suit , carrying a cheap bag , wearing a cheap hat . He walks out , still looking stunned .

Red rides the bus , clutching the seat before him , gripped by terror of speed and motion .

Red arrives at the Brewster , three stories high and even less to look at than it used to be . 27B INT - BREWSTER - LATE DAY 278 A BLACK WOMAN leads Red up the stairs toward the top floor .

Small , old , dingy . An arched window with a view of Congress Street . Traffic noise floats up . Red enters and pauses , staring up at the ceiling beam . Carved into the wood are the words : `` Brooks Hatlen was here . ''

Loud . Jangling with PEOPLE and NOISE . We find Red bagging groceries . Registers are humming , kids are shrieking . Red calls to the STORE MANAGER :28l INT - EMPLOYEE RESTROOM - DAY 281 Red steps to the urinal , stares at himself in the wall mirror .A strange east Indian guitar - whine begins . The Beatles . George Harrison 's `` Within You Without You . ''

which carries through as Red walks . People and traffic . He keeps looking at the women . An alien species .TWO YOUNG WOMEN stroll by in cut - offs and t - shirts .

Red finds the park filled with HIPPIES . Hanging out . Happening . Here 's the source of the music : a radio . A HIPPIE GIRL gyrates to the Beatles , stoned , in her own world .

Red sits across from his PAROLE OFFICER . The P.O. is filling out his report .

Tell me about it. Young punks protesting the war. You imagine? Even my own kid. Oughtta bust his fuckin' skull.

Bagging groceries . CHILDREN underfoot . One points a toy gun at Red , pumping the trigger . Red focuses on the gun , listening to it CLICKETY - CLACK . Sparky wheel grinding . The kids get swept off by MOM . Red starts bagging the next customer . SLOW PUSH IN on Red . Surrounded by MOTION and NOISE . Feeling like the eye of a hurricane . People everywhere , whipping around him like a gale . Strange . Loud . Dizzying . It gets distorted and weird , slow and thick , pressing in on him from all sides . The noise level intensifies . The hollering of children deepens and distends into LOW EERIE HOWLS . He 's in the grip of a major anxiety attack . Tries to shake himself out of it . Ca n't . Fumbles the final items into the bag . Walks away . Trying not to panic . Trying not to run . He makes his way through the store . Blinking sweat . He bumps into a lady 's cart , mumbles an apology , keeps going . Breaks into a trot . Down the aisle , cut to the left , through the door into the back rooms , faster and faster , running now , slamming through a door marked `` Employees Only '' into -

- where he slams the door and leans heavily against it , shutting everything out , breathing heavily . Alone now . He goes to the sink , splashes his face , tries to calm down . He can still hear them out there . They wo n't go away . He glances around the restroom . Small . Not small enough . He enters a stall . Locks the door . Puts the toilet lid down and sits on the john . Better . He can actually reach out and touch the walls now . They 're close . Safe . Almost small enough . He draws his feet up so he ca n't be seen if somebody walks in . He 'll just sit here for a while . Until he calms down .

Red is walking home .He pauses at a pawnshop window . An array of handguns .The SHOPKEEPER appears at the glass , locking the door and flipping the sign : CLOSED .

Red lies smoking in bed . Unable to sleep .He glances up at the ceiling beam . `` Brooks Hatlen was here . ''

A pickup truck rattles up the road trailing dust and pulls to a stop . Red hops off the back , waves his thanks . The truck drives on . Red starts walking . PAN TO a roadside sign : BUXTON .

High white clouds in a blazing blue sky . The trees fiery with autumn color . Red walks the fields and back - roads , cheap compass in hand . Looking for a certain hayfield .

Walking . Searching . The day turning late . Red finds himself staring at a distant field . There 's a long rock wall , like something out o f a Robert Frost poem . Big oak tree . Red checks his compass . North end . He crosses a dirt road into the field .

Red walks the long rock wall , nearing the tree . A squirrel scolds him from a low branch , scurries up higher . Red studies the base of the wall . Nothing unusual here . Just a bunch of rocks set in stone . He sighs . Fool 's errand . Turns to go . Something catches his eye . He walks back , squats , peering closer . Wets a fingertip and rubs a stone . A layer of dust comes off . Volcanic glass . Gleaming black . He tries to get the rock out , anticipation growing . It wo n't come ; it 's too smooth . He pulls a pocketknife and levers the rock free . It tumbles at his feet , leaving a ragged hole . Red leans down and solves the mystery at last , staring at the object buried under the rock . Stunned . It 's an envelope wrapped in plastic . Written on it is a single word : `` Red . '' Red pulls the envelope out and rises . He just stares at it for a while , almost afraid to open it . But open it he does . Inside is a smaller envelope and a letter . Red begins to read :By now , tears are spilling silently down Red 's cheeks . He opens the other envelope and fans out a stack of new fifty - dollar bills . Twenty of them . A thousand dollars .

Red is dressed in his suit . He finishes knotting his tie , puts his hat on . His bag is by the door . He takes one last look around . Only one thing left to do . He pulls a wooden chair to the center of the room and gazes up at the ceiling beam .He steps up on the chair . It wobbles under his weight .

The door opens . Red exits with his bag and heads down the stairs , leaving the door open . CAMERA PUSHES through , BOOMING UP to the ceiling beam which reads : `` Brooks Hatlen was here . '' A new message has been carved alongside the old : `` So was Red . ''

TRACKING SHOT reveals a long line of people at the counter .CAMERA brings us to Red , next in line , bag by his feet .

A gorgeous New England landscape whizzes by , fields and trees a blur of motion . ANGLE SHIFTS to reveal a Greyhound Sceni - Cruiser barreling up the road , pulling abreast of us . CAMERA TRAVELS from window to window , passing faces . We finally come to Red gazing out at the passing landscape .ROARS past camera , dwindling to a mere speck on the horizon .

A distant boat lies on its side in the sand like an old wreck that 's been left to rot in the sun . There 's someone out there . CLOSER ON BOAT 299 A MAN is meticulously stripping the old paint and varnish by hand , face hidden with goggles and kerchief mask . Red appears b.g. , a distant figure walking out across the sand , wearing his cheap suit and carrying his cheap bag . The man on the boat pauses . Turns slowly around . Red arrives with a smile as wide as the horizon . The other man raises his goggles and pulls down his mask . Andy , of course .Red shrugs off his jacket and picks up a sander . Together , they start sanding the hull as we FADE OUT THE END

We hear voices over - GIL and INEZ , a young couple of Americans , engaged to be married as we shall learn . -LRB- Standard locations are listed here but they will be determined later when we location scout . Music .

-LRB- Having seen a panoramic view of let us say the Champs Elysee we embark on a montage of the city . The comments offered above and following are an approximation of what the actors feel . -RRB-

This is unbelievable - look at this. There's no city like this in the world. There never was.

Well that's just the awful era we live in but can you just imagine what this was like before - but even with all the fast food joints and the traffic - god, you just ca n't imagine what it was like years ago.

I really do - I love cities - I love big cities with all the crowds and all the action.

I do n't get here often enough is the problem. Every once in a while for a few days is nothing - my biggest regret is that I did n't settle here the first time I came. I should have gone with my instincts.

If I'd have stayed the first time I came by now I'd be a Parisian.

I'm thinking of a painting by Pisarro I've seen of Paris in the rain. Can you picture how drop dead gorgeous this city is in the rain? Imagine this town in the twenties - Paris in the twenties - in the rain - the artists and writers - I was born too late. Why did God deliver me into the world in the 1970's and in Pasadena yet.

Or Paris when it's just getting dark - the lights go on - or at night - it's great at night - or no, sunset on the Champs Elysees -

If I had stayed here and written novels and not gotten into grinding out movie scripts.

But this is where all the artists came to live, to work - the writers, the painters.

Boy, I'd drop the house in Beverly Hills, the pool, everything - in a heartbeat. Look - this is where Monet lived and painted - we're thirty minutes from town. Imagine the two of us settling here. If my book turns out we could do it - you could just as easily make jewelry here.

I could easily see myself as a Parisien - strolling the Left Bank - a baguette under my arm - finishing my novel - at a table at the Cafe Flore. A Moveable Feast - Hemingway called it.

You ca n't say they were n't right in not backing Bush's moronic war in Iraq.

There's nothing wrong with your father and I disagreeing. That's what democracy is. Your father defends the right wing of the Republican party and I happen to think they represent sub - mental Neanderthals. But we respect each other's views - am I right?

Just no Wagner. When she walks down the aisle not The Ride of the Valkyries. Hey look, I just want to say that I am politically bipartisan in that, in my view, to be a politician of any party one must of necessity be a whore.

Do n't we have something tomorrow? We were going to have lunch at the Brasserie Lipp. My old professor once actually saw James Joyce there. He said Joyce was eating sauerkraut and frankfurters.

Well they're your friends and I ca n't say I'm as taken with him as you are.

I'm having trouble because I'm a Hollywood hack who never gave actual literature a real shot.

I keep trying to talk her into a little attic with a skylight in Paris -

I'm afraid she's right. I just read the recent two volume biography of Rodin - Rose was definitely the wife, Camille the mistress.

If it's okay with you, I'd really just like a little walk and go to bed. We can do it another night.

This is a great old peugeot. I have a friend in Beverly Hills who has the same one - he collects -

I - I - I keep thinking that man at the piano - believe it or not I recognize his face from some old sheet music - what am I talking about here?

Yes but - he did n't write that song - did he? That's not possible -

Where they sell old things - memorabilia. Does that sound terrible to you?

Would you do me the biggest favor in the world - I ca n't even ask.

It's only about four hundred pages - if you could just give me your opinion.

I'm so thrilled - my heart is beating. I'll go home and get it - I'll give it to you - I ca n't tell you what this means to me. To have Gertrude Stein read my novel - thank you, thank you -

Calm yourself - get a grip, Gil - deep breaths - been quite a night - Fitzgerald - Hemingway - the Hemingway - Papa - where do I meet him - he never said.

If I told you I was with Ernest Hemingway and Scott Fitzgerald last night, what would you say?

If I told you I spent time with Hemingway and Fitzgerald and Cole Porter -

Can I tell you Zelda Fitzgerald is exactly as we've come to know her from articles and books - she's mercurial and moody and she does not get along with Hemingway - and Scott knows Hemingway's right about it but you can see how conflicted he is because he loves her -

Actually I wanted to stay and work on my novel - it needs a little polishing.

Yes but we have n't even found a house yet and I'm trying to keep expenses down so I can turn down jobs.

Er - of course when you think of it that way it does help amortize the eighteen grand.

You're going on one of the most amazing adventures of your life.

What am I doing wrong? Unless she's right and I need to see a neurologist. Left the wine tasting - a little high yes - right here.

I remember the river - the clock struck midnight - I - the clock struck midnight! Yes - On the dot of midnight I

Yes - and how long have you been dating Picasso? My god, did I say that?

Oh - I - no, I did n't mean anything - you know - to pry. born in Paris?

Oh that's okay - I'll drop by - it'll be easier for you - if that's okay.

I only wish I could but I ca n't - but hopefully I'll see you again -

I'm Gil Pender - I was with Hemingway and Picasso - Pablo Picasso - Ernest Hemingway - I'm Gil Pender from Pasadena - the Cub Scouts - I failed freshman English - I'm Gil Pender and my novel is with Gertrude Stein - I once worked at The House of Pies. I'm little Gil Pender. And that girl was so lovely.

Not late. I find these midnight strolls are very good for me creatively - without the distractions of the day - I'll probably take another long walk tonight.

If I'm not mistaken this was a failed attempt to capture a young French girl named Adriana - from Bordeaux - if my art history serves me - came to Paris to study costume design for the theatre. Believe she had a brief affair with Modigliani - then Braque - that's where Pablo met her - er Picasso. You'd never know it from this portrait but she's quite subtly beautiful.

And I'd hardly call the picture superb. It's more of a petit bourgeoise statement of how Pablo er Picasso sees her, saw her - he's distracted by the fact she was a volcano in the sack.

I was at Gertrude Stein's - she's almost finished with my novel. And the Fitzgeralds invited me over and said you'd be here - you and Pablo.

I understand why they all want to paint you - you're so damn interesting to look at in a lovely way.

I do n't want to talk about my book. I want to enjoy Paris by night.

There's no book or painting, or symphony or sculpture that can rival a great city. All these streets and boulevards as a special art form.

When you think in the cold, violent, meaningless universe Paris exists - these lights - I mean nothing's happening on Jupiter or Neptune or out beyond - but from way out in space you can see these lights in the whole dark void - the cafes, people drinking and dancing - I mean for all we know this town is the hottest spot in the entire universe -

I'm ashamed to admit I'm attracted to all of them. I like cheap - sexy. I know it's shallow.

Well, that's the most interesting thing I've ever heard in my life - I'd like to think about that for awhile.

Because he believes in his soul that progress is not automatically for the better.

Only since Inez and I became engaged. I've had these anxiety attacks - I'm sure after the wedding they'll subside.

I'll try and score some more for you. And I have some Xanax at the hotel - it's another one you'll like.

You'd like Inez - she has a sharp sense of humor - and she's sexy - not that we agree on everything.

Actually the small things - the important things we do n't - she'd like to live in Malibu and that I'd work in Hollywood - but I will say we both like - er - er Indian food - not all Indian food - pita bread - we both like pita bread -

It sounds so crazy when I say it and you'll think I'm drunk but I've got to tell someone I'm from a different time - a whole other era - the future - and I pass from the two thousandth millennium to here - a car picks me up - I slide through time -

Look, you're sur - realists - but I'm a normal guy - See, in one life I'm engaged to marry a woman I love - at least I think I love her. Christ, I'm supposed to love her if I'm marrying her.

In a dream - which is fine for you because you guys dabble in dreams.

Adriana is her name. And I felt drawn to her - but it would n't matter - men much greater than me, profound artists - she's drawn to geniuses - and they to her.

Of course my biggest problem is reality. BuNuEL Reality is nothing more than a dream - we all exist in the dream of a dog.

Er - some - yes - I'm beginning to think my book may be too realistic - that I've missed some chances to let my imagination run wild and not be so damn logical.

I have to work. I'm working like a demon but I ca n't resist you half dressed like that.

He loved his wife, he also loved his mistress - is it really possible to be in love with two women?

Yeah, pedantic - perfect word. You're very observant. I need some advice. I'd like a woman's take. A French woman - an observant French woman. I met some woman that I very quickly became smitten with. Smitten?

I'm engaged to be married. I know Rodin had a wife and a mistress but I'm American - we ca n't handle that - we're monogamous.

Yes. Her name's Adriana. Right now she's living with Picas - with a Spaniard - er he paints - fairly well. · ·

Love him or me? Well I hardly think, me. But we've just met. See, another very gifted man flirts with her, a writer. All these geniuses fall in love with her. And what am I? And then of course there's another big problem. I ca n't exactly explain.

I do n't know whether to call it an age difference - or a problem of geography - I'm so messed up. I'm not Hemingway, I'm not Picasso, I'm not Rodin. I'm just a guy who was born too late.

May I tell you where I come from they measure out their lives in coke spoons.

She finds him no genius - naive and unassuming - that's not exactly dazzling.

Eleven - let's see - where the hell am I going to get earrings at this hour?

I took a break and showered. I think better in the shower. All those positive ions.

Yes - yes. it is. Because it's gift wrapped. but er - you're not supposed to see that - it's a surprise.

No! No - not now. I got it for - I mean to give it to you at a special dinner - just leave it.

You did n't like the moonstones? They're understated yet elegant -.

Gee I would n't jump to any conclusions. I mean an accusation of theft.

Maybe you thought you put them away and left them out or dropped them, and the maid found them and left them out where you could see them easily.

Gee, why do n't I pick up half a dozen? I could clean up - but how's all this possible - I should have paid more attention in my physics class.

Oh er - I brought a rewrite of the first few chapters of my book and was hoping you would tell me if you thought I was on the right track.

Let's just say as a writer I see into women's souls and I sense that you have very complicated feelings towards me.

I'm not so sure about anything anymore - can we just go where it's quiet?

Oh, Mr. Bufiuel, I had a nice idea for a movie for you. BuNuEL Yes?

A group of people are at a formal dinner party and after dinner when they try to leave the room, they ca n't. BuNuEL Why not?

And because they're all forced to stay together the veneer of civilization quickly comes off them and they behave as who they really are - animals. BuNuEL But I do n't get it - why do n't they just walk out of the room?

Just think about it - that's all I'm saying - maybe one day you'll be shaving and it'll tickle your fancy.

I do n't know but I do know that for a brief moment, when I was doing it, I felt - immortal.

I've always been a logical person. I never took chances - did anything crazy - like move here when I first came or take a shot at being a real writer, not a Hollywood hired hand - but I feel like letting everything go.

I do n't know what it is about this city but I must write a thank you note to the chamber of commerce.

The present - Yes, the present always seems worse than the past but it ca n't be - to always think this generation is stupider and coarser than the last - and yet - here we are at Maxims tonight and yes, it's fabulous.

I would n't get into too many details with them. Let's just leave it that we're temporarily passing through.

But what happened to the twenties and the Charleston and Cole Porter?

I wanted to escape my present just like you wanted to escape yours. To a golden age.

Yes but do n't you see - to these guys the golden age was the Renaissance. They'd all trade the Belle Epoque to paint alongside Michelangelo or Titian. And those guys probably imagine life was better when Kubla Khan was around. I'm having an insight. A minor one but that accounts for the anxiety of my dream.

Last night I dreamed I ran out of zithromax - and then I went to the dentist and there was no novacaine - these people have no antibiotics -

And even in the twenties - no dishwashers - no 911 if your appendix bursts - no `` movies on demand'' ·

Because if you stay here and this becomes your present, sooner or later you'll imagine another time was really the golden time. And so will I - I'm beginning to see why it ca n't work, Adriana. The present has a hold on you because it's your present and while there's never any progress in the most important things, you get to appreciate - what little progress is made - the internet - Pepto - Bismol. The present is always going to seem unsatisfying because life itself is unsatisfying - that's why Gauguin goes back and forth between Paris and Tahiti, searching - it's my job as a writer to try and come up with reasons why despite life being tragic and unsatisfying, it's still worth it.

Yes, that one I regretted but it was a real choice and I made the wrong one. This is a choice between accepting reality or surreal insanity.

No - I love you - but this way lies madness - and if I'm ever going to write anything worthwhile I've got to get rid of my illusions and that I'd be happier in the past is one of them.

You're Ezra Pound right? T.S. Eliot says you owe him forty francs.

From Ernest Hemingway. He thought it out and it makes perfect sense.

There's nothing crazy about Ernest Hemingway or Gertrude Stein or Fitzgerald or Salvador Dali -

In fact, it's not even past. Actually I ran into Bill Faulkner at a party.

I guess I'm too trusting. I'm jealous and also trusting - cognitive dissonance, Scott Fitzgerald speaks of it.

I'm staying here. It's not the romantic fling. Paris is Paris. It's that I'm not in love with you.

A lot has happened to me since we got here. I wo n't begin to bore you - but - I know what that feeling of love is and it's not us.

I was attracted to another woman but it was the whole deal - meeting Gertrude Stein and Hemingway and Dali and Scott and Zelda -

If I'm not happy I'll move back. But right now I'm going to stay.

Can I walk along with you or can I buy you a coffee? Oh god, it's starting to rain.

I admit it's pretty but so are so many other places I've visited.

Why does every city have to be in the rain? What's wonderful about getting wet?

Oh god, no. I could never live out of the United States. And if I could it would be someplace totally different.

Paul and Carol Bates - Mom, Dad, you know Gil - you did n't mention you'd be here.

Oh - how terrific. Dad's here on business and we free - loaded along.

We'd love to go with you guys. Versailles is beautiful - I have to see it Gil - it's perfect for you with your obsession with `` les temps perdus'' ·

I hope you're not going to be as anti - social tomorrow when we go to Versailles.

He's brilliant. I used to have such a crush on him at college. And Carol's very bright.

I hardly think the Sorbo nne would have him lecturing if he's a pseudo - intellectual. You should give him your novel to read. I'm sure he'd be able to critique your writing and show you why you're having so much trouble.

Gil, promise me if this book does n't come off you'll give up beating your brains out and get back to what you do best. The studios adore you - you're in demand - I do n't think you want to trade everything just to struggle.

He does n't even know if he can write a novel. So far your track record's - you know - whereas, everyone likes your movies -

Tell them about the lead character in the book you're working on.

Not the plot, just the lead character. He works in a nostalgia shop.

People who live in the past. Who think their lives would have been happier if they lived in an earlier time.

Paris in the twenties - in the rain - when the rain was n't acid rain.

He's a romantic. Gil would be just fine living in a perpetual state of denial.

I love a diamond wedding band. The way it sparkled they'll see it in the last row when he puts it on my finger.

The world is full of people who dream of writing the great American novel. Let me handle him.

He likes to please me - is that so terrible? Oh gosh - I have to go - Paul arranged a private tour of the Rodin Museum.

Do n't forget, Dad invited you to join us at a wine tasting tonight.

Oh come on - although if you're just going to sit there and obsess over where the fire exits are.

I'm not tired and I'm dying to dance. I'll just meet you back at the hotel.

I ca n't introduce him to tennis - Daddy's having the damndest time pressuring him to learn golf.

That's what he needs, to have it read by someone who really knows and would n't pull any punches. The problem is - when it comes to his writing he has no respect for anyone's opinion.

Lucky you did n't go last night. You'd have hated the music and the crowd - but I had fun.

Right, right - er where's my cold cream - we should knock off the idle chatter because we're going to be late.

You can work on it later. And we can use Mom's decorator's discount.

Did you ever make love in a chaise like this? Imagine the possibilities.

Where are you taking me? You made me rush through dinner. Dad was n't finished with his profiteroles.

I do n't know what it is you're carrying on about but this is not my idea of an amazing adventure. I'm exhausted from the gym and the massage.

Look - you want to walk the streets and `` drink in Paris by night'' - go ahead. I'm in the middle of a great book Carol lent me and if I'm asleep when you get in, do n't wake me.

We should go. We're meeting Paul and Carol for a private showing at the museum.

It's a different museum and we do n't need a guide. Paul's an expert on Monet.

Work - he likes to walk around Paris - the way the city is all lit up at night allegedly inspires him - It's okay. Paul and I are going dancing.

Paul says we have to see the countryside. He's taking us for lunch at this beautiful little inn. I know you like making love in the morning but I find it much sexier late afternoon - just before we go out to dinner. Except I always have to explain to my parents why your cheeks look radiant. Hey - I'm not going to force you. I know you're hot on your writing. I'll be happy when you finish this book and move on.

I forgot to tell you. Gil is not going with us to Mont St. Michel.

He writes, he rewrites, he rewrites his rewrites. He says Picasso never left his studio.

I said, Gil, you have absolutely nothing in common with Picasso. He just looks at me.

We were halfway to Mont.. St. Michele and Daddy started to look pale.

Now I'm dying of curiosity. If it's jewelry I hope it's my taste - not like the moonstone necklace.

You never saw the necklace he got me. I've never actually worn it. You'll see why immediately.

I'll bet it was that maid. She was so snotty yesterday about turning out the beds.

I want to report a theft. I'd like the house detective to please come to room 818.

I did n't like that maid from the first day, did n't I say that?

Right. Take the side of the help as usual. That's why Dad calls you a Communist.

You're crazy - Paul and me? Where did you get such an insane notion?

Jesus Christ I'm dealing with a madman - okay - Paul and I had a few nights alone. We danced, we drank - you were always working - he's very attractive, he spoke to me in French - the whole mystique of this corny city got to me - it's over. We can put this all in perspective at home.

Honey, you better listen to yourself. You're a psycho. You do n't know what you're doing. You see everything here through magical colored glasses. You're a California film writer with a house in Beverly Hills with two Mercedes'. You're not some kind of twenties expatriate novelist.

With who? All your crazy hallucinatory friends? Mother was right about you - there's a part missing.

Anyone who's protagonist makes a living selling old cap pistols and Joan Crawford cut out books.

Go ahead. Walk the streets - gush over the Parisian light and the rooftops.

Gil and Inez enter lobby of hotel they are all at . In the lobby they are awaited by her parents , JOHN and HELEN BLAIR .

Can we continue this talk of moveable feasts at Grand Vefour because I'm starved.

Well I'll be perfectly frank - I'm excited over this corporate merger between our people and the French company but otherwise I'm not a big Francophile.

I'll always take a California wine but the Napa Valley is six thousand miles away.

I do n't know. I see what he earns but sometimes I think he's got a part missing. And I did n't like his remark about tea party Republicans. They're decent people who want to take back the country - they're not crypto - fascist, airhead zombies. Did you hear him say that?

He's engaged to my daughter - to marry and I want to be certain she's making a wise decision. Naturally discretion is paramount.

See. Incidentally, it was very nice of you to come over so late.

I had a private detective follow him - I knew he was up to no good.

I did. He saw him get into a car at midnight each night and he followed close behind.

I do n't know. The detective agency says the detective is missing.

Can we discuss the wedding plans? Your father's used his good offices with the opera to get some of the singers to attend and sing. I thought Puccini would be nice.

And yet he talks of g1.v1.ng it up and moving here. That frightens me.

You're father thinks you're comfortable with Gil because you can control him.

You should talk, John - especially for someone who once advocated the boycott of french wines.

Come look at this Inez - would n't this be charming for a Malibu beach house?

Look at these marvelous Blackamoors. I see them in your living room.

It's a shame you two did n't come to the movies last night. We saw a wonderfully funny American film. I forget the name.

I know it was moronic and infantile and lacking any wit or believability but John and I laughed in spite of ourselves.

Nevertheless I hardly think your idea of having him followed is practical.

Tell Gil to bring a suit because tomorrow night we'll be dining formal. Where's Gil.

Just then another young couple pass the table and recognize Inez . PAUL and CAROL BATES .

I believe Louis moved his court here in about 1682 - originally this was all swamp land - in fact, if I'm not mistaken, in old French the word Versailles means something like `` terrain where the weeds have been pulled''. The main structure is French classical style at its height - the work, I believe of Louis Le Vau, I think Mansart and Charles LeBrun I believe.

Me too except, remember, in those days they only had baths and I'm definitely a shower man.

Not one of those stores that sells Shirley Temple dolls and old radios? I never know who buys that stuff - who'd want it.

And just what era would you have preferred to live in, Miniver Cheevy?

I see. And no global warming, no TV or suicide bombing, nuclear weapons, drug cartels.

The erroneous notion that a different time period was better than the one, one's living in. It's a flaw in the romantic imagination of those who find coping with the present too difficult.

That would be in Meudon. He died of the flu if I'm not mistaken - 1917 I believe.

The Thinker is so powerful because he thinks not just with his brain - he thinks with every limb and muscle - you feel the concentration.

Ah yes - sex and alcohol - It fuels the desire but kills the performance - according to the Bard.

Slightly more tannic than the' 59. I prefer a smoky feeling to a fruity feeling, do n't you agree?

May you make the transition from movies to literature and may your book glorify all the Shirley Temple dolls and Charlie Chaplin wristwatches that make us nostalgic for an allegedly once simpler, more charming world.

Carol and I are going to go dancing we heard of a great place. Interested?

If he wants I'd be glad to go over his novel and critique it for him.

The juxtaposition of color is amazing. This man was the real father of abstract expressionism. I take that back, maybe Turner.

If I'm not mistaken it took him two years to complete this. And he worked out at Giverny - where he frequently -

He was frequently visited by Caillebotte - an artist I personally feel was underrated.

If I'm not mistaken he painted this marvelous portrait of his French mistress Madeline Brissou in the twenties.

Have you tasted the' 61? It's divine - though Paul found it - what?

If Gil does n't want to go, I'll share Paul with you. I'm very democratic. And he's a marvelous dancer.

Back home we just joined a marvelous tennis club and Paul says you play. Does Gil?

I find Monet almost too pretty - like Renoir - sometimes it's cloying.

Next day . The two couples are there and Paul waxes pedantically as they tour the grounds or inside .

Paul , Carol , Gil and Inez getting guided tour . Guide speaks French and mostly English - as she feels .

This is, of course, Rodin's most famous statue. A cast of this work was placed next to his tomb. Rodin wished for it to serve as his headstone and epitaph.

Exactly correct. You know your art history, monsieur. The design -

Yes, she was an influence - though Camille was not the wife but his mistress.

That Paris exists and anyone could choose to live anywhere else in the world will always be a mystery to me.

Dinner with Pablo and Henri Matisse. Pablo is the greater artist although Matisse is the greater painter.

Paris in the summer - what it must have been like to sit opposite one's lover at Maxim's in it's heyday.

I am in love with an American writer I just met named Gil Pender.

That immediate magic one hears about happened to me. I know that both Picasso and Hemingway are in love with me but for whatever inexplicable reasons the heart has, I am drawn to Gil. Perhaps because he seems naive and unassuming.

As always in this sad life he is about to marry a woman named Inez. I had a dream where he came to me and brought me a little gift - earrings they were - and we made love. perhaps it is just as well I accept Hemingway's offer to go to Africa. Life with Pablo is too full of conflict and I am suffocating under his genius. Why I need to go from one brilliant man to another is my weakness. Gil is different, perhaps not a genius but not moody and selfish like Pablo or Amedeo was. I think a trip to Africa with Hemingway would help get these feelings for Gil off my mind.

The writer clearly has feelings for this man Gil. That's your name, no?

To some women naivete is endearing. And she's romantic. She dreams of Belle Epoque Paris and a gift of earrings and making love with this man.

Inez already a little high . Her parents having fun . Gil is also feeling it by now .They laugh and drink .Paul and Carol have ambled over , having heard Gil 's last amorous remark .

Gil wanders . Eventually he is at a lovely spot . Perhaps by the river , the bridge - or somewhere else but he 's just wandering lost . Finally he looks at his watch . Either by his watch or a nearby building clock , the hands move to exactly midnight . perhaps midnight chimes somewhere . At precisely that moment a car happens to pull up along side him . Inside are TWO MEN and TWO WOMAN - elegant - they have champagne and glasses and they pour from the open bottle and drink happily .Gil gets in . They shut door and pull off .

Car pulling up at some great old street . They all get out and take him inside to a party in progress .

There is a mixture of elegant plus bohemian types . In the background a MAN sits at the piano singing a Cole Porter tune . Gil looks at the revelers . A few CUTS . Music plays . Finally A WOMAN comes over to Gil .Gil stares open mouthed .

If you count Alabama as America which I do. I miss the bathtub gin. What do you do?

Oh yes? I'm Zelda by the way. Oh Scott - Scott come over here. Here's a writer from, where?

Scott and Zelda Fitzgerald. The Fitzgeralds. Is n't she beautiful?

You have a glazed look in your eye. Stunned, stupefied, anesthetized, lobotomized -

I know if I put my mind to it I could be one of the great writers of musical lyrics not that I can write melodies - and I try - and then I hear the songs he writes and I realize I'll never write a great lyric and that my talent really lies in drinking.

I'm sorry - Do n't you know the host? Some friends have gotten together a little party for Jean Cocteau.

I know what you're thinking - this is boring - I agree - I'm ready to move on - let's do Bricktop's, Scott, I'm bored, he's bored, we're all bored.

Whatever you say, sweetheart. See if Cole and Linda want to come with. Coming?

If you're going to stay and drink with him I'm going with the toreador.

It all became clear to me tonight. Scott and that beautiful Countess - it was so obvious they were whispering about me and the more they drank the more he fell in love with her.

But you just met us. How can you know anything. My skin hurts. I hate the way I look.

But pills wear off - and then it all comes back. No, I wo n't kill myself. I'll write and I'll write more passionately than Scott. I'll work harder.

Greetings and salutations. You'll forgive me - I've been mixing grain and grappa. This is Gil - Gil? Yes, Gil.

In New York you ca n't buy this - it can only be made in a bathtub - and some of the bathtub mixtures are damn good -.

Is n't that so? She prefers her hootch from a homemade still - more kick.

I'm going to find Zelda. I do n't like the thought of her with the Spaniard.

Shot of group -LRB- Gil , Cole Porter , Fitzgeralds -RRB- piled into period open top car tearing down a Parisian street . -LRB- Note : we can include Denise and Doug or Phil if we want -RRB-

The group is watching someone like Josephine Baker . Gil is stunned by it all . The Fitzgerald 's drink a lot .

A little late night cafe , very bohemian . Scott , Zelda and Gil enter , the group having thinned out . The Fitzgeralds drink a lot .They go .He exits the place .

Yes it was a good book because it was an honest book and that's what war does to men and there's nothing fine and noble about dying in the mud unless you die gracefully and then it's not only noble but brave.

Say hello to Pender - the bulls in the ring do n't frighten Belmonte - he's killed many brave ones. Fine brave bulls.

This month it's writing, last month it was something else. You're a writer - you need time to write - not all this playing around - she's wasting you - because she's really a competitor - do n't you agree?

Speak up for Christ's sake. I'm asking you if you think my friend is making a tragic mistake.

You're a writer - you make observations - you were with them all night.

She has him on yachts, at parties, jumping into swimming pools you're wasting your talent.

She's jealous of his gift and it's a damn fine gift. It's rare. You like his work? You can speak freely.

No subject is terrible if the story is true. If the prose is clean and honest and if it affirms courage and grace under pressure.

If it's bad I'll hate it because I hate bad writing and if it's good I'll be envious and hate it all the more. You do n't want the opinion of another writer.

You're too self - effacing - it's not manly. If you're a writer, declare yourself the best writer - but you're not the best as long as I'm around. Unless you want to put the gloves on and settle it.

I'll bring it over to Gertrude Stein. She's the only one I trust to read my work. No one discovers new talent like Gert - whether it's poetry, painting, music - She'll tell you if you have a book or not.

The assignment was to take the hill. There were four of us. Five if you counted Vincente but he had lost his hand when a grenade went off and he could n't fight as he could when I first met him and he was young and brave and the hill was soggy from days of rain and sloped down toward a road and there were many German soldiers on the road and the idea was to aim at the first group and if our aim was true we could delay them.

But it's something all men before you have done and all men will do.

And when you make love to her you feel true and beautiful passion and you at least for that moment lose your fear of death.

I believe that love that's true and real creates a respite from death. All cowardice comes from not loving or not loving well which is the same thing and when the man who is brave and true looks death squarely in the face like some rhino hunters I know or Belmonte who is truly brave, it is because they love with sufficient passion to push death out of their minds till it returns as it does to all men and then you must make really good love again. Think about it.

This is Gil Pender. He's a young American writer. I thought you two should know each other.

You're right Gertrude - of course you can see why he's lost his objectivity.

No, this I leave to you. You've always been the best judge of my work.

One of these days I plan to steal you away from this genius who's great but no Miro.

Is n't this little Parisienne dream a movable feast? Mark my words - I'm going to steal you from that fugitive from Malaga one way or the other.

But he has more courage. He faces death more directly and more often and if you chose him I would be disappointed but understand.

Yes, she's chosen Picasso - But Pablo thinks women are only to paint or sleep with.

I think women are the equal of men in courage. Have you ever shot a charging lion?

Gil goes to return to the cafe - he ca n't find the door , nor the club facade . It 's gone . We are in the present and he searches the wall of a facade where he came out but he is in despair over the fact he ca n't find it .

Gil and Inez arriving at the spot he was picked up by car . He waits nervously .

They 're still waiting with nothing happening . Cars pass but no action .The clock begins to chime midnight .He looks at his watch which obviously confirms the chimes he hears . The period car comes - the door opens . We hear Hemingway 'S voice :Gil gets in , car pulls off

They enter .She leads them into other room , introduces Gil .They ad - lib greetings . Picasso speaks French and is with a beautiful girl - Adriana .She collars Hemingway and they huddle to one side . Picasso has busied himself at a distant spot with a drink , sulking . This leaves Gil off with Adriana to chat .Hemingway and Stein return .Hemingway , Picasso and Adriana are going off - Hemingway flirtatious with her .

I'm glad you're here. You can help decide which of us is right and which of us is wrong.

I was just telling Pablo that this portrait does n't capture Adriana. It has universality but no objectivity.

Vous ne le comprenez pas correctment. Vous ne connaissez pas Adriana mais c'est tout ce qui la represente.

No tu n' a pas raison. Look how he's done her - dripping with sexual innuendo. Carnal to the point of smoldering and yes she's beautiful but it's a subtle beauty - an implied sensuality.

You've made a creation of Place Pigalle, a whore with volcanic appetites.

Yes - avec vous en prive - because she's your lover - but we do n't know her that way - so you make a petit bourgeoise judgment and turn her into an object of pleasure. C'est plus comme une nature morte qu'on portrait. It's more like a still life than a portrait.

`` Out of the Past was the name of the store and its products consisted of memories. What was prosaic and even vulgar to one generation had been transmuted by the mere passing of years to a status at once magical and also camp.''

I'll start it tonight. But first we have something to talk about.

Oui, exactement. For me Belle Epoque Paris would have been perfect. The whole sensibility, the street lamps, the kiosks - the horse and carriages. And Maxims - then.

I was born in Bordeaux - I moved here to study fashion and - you do n't want to hear this -

I came here - to study with Coco Chanel - and I fell in love with Paris and also a very dark eyed, haunted, Jewish - Italian painter - and I knew Amedeo had another woman but still I could n't resist moving into his apartment when he asked and it was a beautiful six months.

You asked me so I'm telling you my sad story. With Braque also there was another woman - many - and now with Pablo - I mean Pablo is married but every day it's on again, off again - I do n't know how any woman can stay with him - he's so difficult.

But tell me about yourself. Have you come to Paris to write because these days so many Americans feel the need to move here. Is n't Hemingway attractive? I love his writing.

Oh you must stay here. It's a wonderful city for artists and writers.

And I did fall madly in love with the start of your book so I want to hear the rest of it.

We'll discuss your book as soon as I finish it. Where can I reach you?

Oh Pender - I'll get to your book in a moment. I finished it. We're just in the middle of a little personal crisis.

No, it's no secret. Adriana has left Pablo and has flown to Africa with Ernest Hemingway.

He took her hunting kudu but she'll be back to him - the sound of hyenas every night when you're trying to sleep in a tent gets on your nerves pretty quickly. Mt. Kilimanjaro is not Paris.

Now about your book. Very unusual indeed. In a way it's almost science fiction - fiction with all the futuristic devices - television sets, supersonic flight - and yet it's not typical science fiction - it's unique.

Nevertheless you have to get rid of all that technology - what's good about your book are the characters - the human questions - love - mortality - nobody cares about the technology, they care about the human heart. We all fear death and question our place in the universe. Unfortunately your book lapses into easy pessimism. I was having this conversation with Giacometti the other day - he's such a gloom monger.

It's the artist's job not to succumb to despair but to find an antidote to the emptiness of existence. I find your voice clear and lively - do n't be such a defeatist.

C'est l'un de vos meilleurs jusqu'a present. Je parlai a Leo. Je pense qu'il souhaite l'acheter.

I was just telling Matisse we want to buy one of his new pictures for our personal collection. Five hundred francs seems fair.

Oh yes, they've been back for days. The trip did n't work out. I knew they would n't hit it off. That's over. with Picasso too. She's at Deyrolles - by herself.

On of those surrealist painters is getting married and they did it up there. She'll be glad to see you.

Ah - Pender - I read your rewrite. Yes. you're nicely on the right track. You've understood me clearly. If the rest of the book reads as well when you're done you'll have something of value.

Hemingway who read your chapters and agrees it's going to be a fine book did have one plot suggestion.

He finds it hard to believe the protagonist does n't see his fiancee is having an affair that's going on right before his eyes.

Sabia que tenia una obsesi6n con este fanforr6n. Sobre esto discutimos.

Pablo's home - we had a bit of a quarrel. But you looked like you were having fun dancing with Djuna Barnes.

Is n't this a wonderful place to throw a party - only the Fitzgeralds would think of it. Look - this is from the turn of the century. Everything was so beautiful then.

And you're interesting in a lost way. Tell me more about your book.

I can never decide whether Paris is more beautiful by day or by night.

When I was in Catholic school, one weekend, my roommate and I paid one of the girls of Pigalle to come teach us all her tricks.

He loves you. He's not with that woman. She's already on her way back to Rome.

Come on, we'll find a taxi. We'll see you home - things will be better in the morning.

I'd prefer to be by myself for awhile. Thank you for this evening.

It's the time we live in. Everything moves so fast - life is noisy and complicated - not like the Belle Epoque. In those years Paris lived only for beauty.

All those pictures I've seen of Belle Epoque Paris. We're herel -

Pablo worships him. I have to say hello. Come with me, I'm nervous.

We're both great admirers of your work. Nous sommes tout les deux de grands admirateurs de votre travail.

Nous aimons, tous les vos dessins et peintures, en realite tout ce que vous faites.

Is n't this thrilling? You see the sketch he's made? Nobody can draw like that today - not Pablo, not Matisse -

What do I do? Je suis etudiante. En haute couture - fashion designer but studying -

Ballet costumes - my god - I do n't live here. I mean I do but I do n't. Je n'habite pas ici.

I think we should stay here - it's the start of the Belle Epoque - this is the greatest, most beautiful era Paris has ever known.

The twenties are full of strife and uncertainty. But think of it, Gil - the two of us - in a lovely art nouveau home - I'll work in the fashion world - I love the styles - you can write. it's the age of Debussy and Guimard. Maybe you can meet Balzac.

But I'm from the twenties and I'm tellin you the golden age is the Belle Epoque.

That's the problem with writers - you're all so full of words - but I'm more emotional. I'm going to stay and live in Paris' most glorious time. You made a choice to leave Paris once and you regretted it.

Gil gets into bed with Inez . She 's asleep and he lies awake thinking . He pinches himself to make sure he 's awake .

Gil , Inez and Helen .As they 're preoccupied , Gil is caught up by a woman who plays some old 78 records on an old phonograph and she 's playing the Cole Porter tune Cole was playing the other night .She gives him a look .He listens . Inez comes over .

I'm returning from dinner with my girlfriends. I live near here.

That's okay. I do n't mind getting wet. Paris is the most beautiful in the rain.

I just thought about you the other day because my boss got in a whole album of Cole Porter songs.

Gil dancing with a woman at Fitzgerald 's party . He stops finally and Adriana wanders over .Hemingway coming over now . He squeezes Adriana playfully flirtatious .

Gil and Adriana are here with the street lined with prostitutes .

Gil and Adriana walking by the river .They see a distraught woman contemplating jumping into the river . Upon running to her , it 's Zelda .

And she goes . He 's stressed , thinks . Presently Salvador Dali comes to table .waiter scurries for one .Bufiuel , Man Ray enter and the table enlarges as they sit . Dali introduces them to Gil .

I paint rhinoceros. I paint you - sad eyes - big lips - melting over hot sand - with one tear - yes - and in your tear - Christ's face. And rhinoceros.

Everyone is in perplexing situation - to be or not to be - this is ultimate perplexing question - you agree? Ah - here they are -

Pender - Pen - der - Pen - derrr - and I am Da - li. Pender is in perplexing situation.

Exactly correct - you inhabit two worlds - so far I see nothing strange.

Love - the word love - love - the word love - same as the word rhinoceros - the rhinoceros makes love by mounting the female - but is there difference in beauty between two rhinoceroses?

I see you with Christ - he is smiling while you are crucified on the heavy wooden cross of self - doubt.

Time is all the mind. Time melts - the watches melt - the hands of the clock melt.

A man in love with a woman from a different era. I see a photograph. BuNuEL I see a movie.

John walks down a street and enters a building . As he goes up the stairs we learn it is the office of a private detective agency .

John and M. DuBois , the head detective . M. Tisserant , the second is present too .

You've come to the right place, monsieur. Monsieur Tisserant - will personally keep track of the gentleman and report back on his whereabouts at night.

Gil getting into the car as usual at the same spot at midnight . Another man is in there . Tisserant is observing from his car .SHOT of Gil entering car .As the car pulls off , we hear Gil speaking .OMITTED

Gil browsing . He listens to the old phonograph recordings .He pays . Takes album . OMITTED

Gil at a place that has a bin of various old books more pretty than great - the kind people buy for the binding or plates . He picks up a pretty bound but totally wrecked book in the inside . It is slim , leather , torn up . He reads the title page in hand writing . It reads : `` This diary belongs to Adriana Dupree . ''customer shrugs . Moves off .

Gil with Museum Guide . She 's translating the diary into English .Turns pages .Pages are torn and text cuts off .His eyes widen .Gil stares , thinking .

Gil is sprucing up . He douses himself with aftershave , checks clock . It 's eleven PM .He goes to Inez 's jewelry box and picks out art nouveau earrings he knows Adriana would like . He grabs a box and gift wraps it quickly . Maybe it comes in a blue velvet box and he finds some colored paper . Gil writes card : To Adriana with love . He crosses it out - To Adriana avec amour . He gives a final check to himself and opens door to leave , running smack into Inez and both her parents , home from their trip prematurely .Opens her jewelry box , holds up moonstones .She goes to phone .Door rings .Amidst the ad - lib moment , Gil has managed to secure a private spot and has swiped the box . He 's torn it open and removing earrings , runs into the room with them .Gil is disappointed .

I'm going to send you for some tests but I think that you are right and this is only indigestion.

He is behind the wheel of his car observing . Car stops - picks up Gil , pulls off . Tisserant pulls off to follow .

Matisse is delighted , goes about his business there as she turns to Gil .

Wedding in progress . Informal , non - traditional wedding with artist type guests . Gil finds Adriana .They are almost out the door when they run into Luis Bufiuel .They go off as Bufiuel gets in last line . BuNuEL I do n't understand - what 's holding them in the room ?

Gil and Adriana at romantic locale . He kisses her .Gil gives her earrings .A horse and carriage pulls up .They get in .

They pull up at Maxims . People from the Belle Epoque enter and exit .

Welcome - and oh what marvelous outfits. So avant garde - please have some champagne.

Gil and Adriana sit and hold hands . Dance ends and girls run off .She points out Lautrec sketching .They go over . She speaks to Lautrec .We see fine drawing , Lautrec style .They kiss , she turns and goes to the table of artists .

J'en serai enchante mademoiselle. Prenez un siege je vous en prie.

Oh - puis - je vous presenter mes amis. Monsieur Degas and Monsieur Gauguin.

Degas and I were just talking about how - cette generation est depourvue de sens et mangue d'imagination.

La Renaissance est beaucoup mieux - better to have lived during the Renaissance.

Pas do tout - la Renaissance - c ` etait mieux - leur vetements sont tres, tres modernes, tres originaux.

I? What? Yes - I live on the island - a much better life than here - better there - but then I miss Paris - up and back - Qu'est que vous faites dans la vie?

Gil back in present in mid - argument with Inez .Her parents enter from the adjoining suite .He goes .

Detective Tisserant is in a period room with two stunned period occupants . They all speak French .OMITTED

Gil walking at night . He sees someone approaching and realizes it is the girl from the Flea Market , Gabrielle .FADE OUT as they walk off together in the rain .

REVISIONS BY ARNE OLSEN DIRECTED BY BRYAN SPICERWe hear PUMPING ROCK AND ROLL MUSIC as the POWER RANGER'S LOGO BURST'S ONTO THE SCREEN. Now the logo EXPLODES, revealing

In a time of great strife, a legendary interdimensional being known as Zordon, came to the city of Angel Grove to establish a vanguard in the never ending struggle against evil. with the aid of his trusted assistant, Alpha 5, the noble master sought out six extraordinary teenagers and gave them the power to transform into an unstoppable fighting force. In time of great need, the young heroes could now call upon colossal assault vehicles known as "Zords". while the identity of the six remained a guarded secret, their courageous exploits soon became the stuff of Legend, earning them the title... The Mighty Morphin Power Rangers.

Well, pack your bags cause we're sending you back where you came from!

know, Angel Grove could already be under attack. We don't have TIME for this.

The six Power Rangers, TOMMY, KIMBERLY, BILLY, AISHA, ADAM and ROCKY sport sleek sky diving suits, parachute packs and helmets. Tommy is strapped into a high-tech airboard.BULK and SKULL push their way through the Rangers, decked in bizarre skydiving regalia, topped off by World War II leather caps and aviator goggles.The Rangers exchange amused looks. Aisha gestures to themBulk and Skull swagger to the door and open it - the ground is a dizzying distance below. They swallow hard.Bulk and Skull step aside, Aisha LAUNCHES herself. The others follow through the opening with flair.Tommy and Kimberly share an infectious glance, Kimberly a hand, indicating Tommy should go first.He's gone. Kimberly stands backwards in the doorway.Bulk and Skull watch wide-eyed as she BACK-FLIPS out of the plane.

Once we hit the target zone we've got fifteen seconds to make the drop.

You haven't by any chance seen a ... morphological being lurking around?

Zordon... you can't leave us. Ever since you came into our lives... you've been like another father `to us all.-

I was just thinking about Zordon... everything we've been through together.

We'll get this warrior... save Zordon... and send that SLIMEBALL Ivan Ooze back to the SEWER he crawled out of.

We're looking for the Master Warrior. Do you know where we can find him?

Listen, we appreciate your hospitality, but we really don't have much time.

... I wonder... We've been relying on our Morphin Powers for so long... maybe we've forgotten how to rely on ourselves.

"To those who possess the Great Power... all things are possible."

Everybody hold on tight. We're gonna send this sucker into OBLIVION!

The earth was hurtling toward us at seven hundred miles per hour, and we knew at that moment that we were facing death straight in the eye.

Bulk... why don't we give Mr. Peep here a chance to think it over?

Uh... that's classified, top secret, confidential, undercover information.

Alpha. Is there any way we can defeat this monster? Any way at all?

You know, meeting Zordon... teaming up with you guys, it's the best thing that's ever happened to me.

Remind me to have a word with Alpha about his teleporting calculations.

Outside of his time warp he's aging at a vastly acellerated rate!

I've got it! We use the mirrors to reflect the light back into itself!!

ROCK AND ROLL fills the track as the Rangers plunge towards earth, executing a series of MIND-BOGGLING MANEUVERS: SPINS, FISHTAILS, POWER DIVES, BACK FLIPS, you name it.

Bulk and Skull psyche themselves up.They take deep breaths then CHARGE THE DOOR.Naturally, they get STUCK, wedged shoulder to shoulder. THE PILOT glances back, CHUCKLES and BANKS THE PLANE.

Bulk and Skull rotate into frame. Now, facing straight down -- they FALL INTO CAMERA, CLINGING TO EACH OTHER DESPERATELY

The Rangers pull off more SPECTACULAR MANEUVERS then swoop TOGETHER, interlocking hands and forming a PERFECT CIRCLE They look to one another and a moment of pure magic passes between them. It's not usual the exhilaration of flight they're sharing, it s the exhilaration of togetherness, of being part of a team.They disperse and yank their rip-cords. The sky BURSTS TO LIFE WITH SIX BLOSSOMING PARACHUTES -- white, pink, blue, yellow , red and black in color.

FAMILIES eat hot dogs and cotton candy at a huge fundraiser . A large banner proclaims "SAVE THE OBSERVATORY." We see diving teams with labeled uniforms -- the BOWLING TEAM, ANGEL GROVE P.D. and the FIRE DEPARTMENT. There s a large white "BULLSEYE" spray-painted on the grass. The city's spectacular large skyline rises out of the b.g. A SPUNKY MR. KELMAN stands at a podium, speaking into a mic.A BOWLER shouts out playfully.Mr. Kelman feigns seriousness.A hip thirteen year old, FRED KELMAN, yells out as he points to the sky.ANGEL ON TARGET - AS AISHA touches down flawlessly.Aisha clears, then Billy and Adam land toqether.Billy and Adam clear and now Rocky and Kimberly come in.Everybody watches with dumbfounded expressions as Tommy SAILS IN ON HIS AIR BOARD AND SLIDES INTO DEAD CENTER. He spreads his arms wide.The families CHEER and APPLAUD as they surge forward to congratulate the Rangers. Mr. Kelman and Fred approach Tommy - Fred and Tommy exchange stylish hand slaps.The other Rangers approach.

Okay, so the firemen landed four out of six inside the target --

You've been brainwashed! This Ivan is no Wizard. He's some kind of DEMON!

Listen to me! Our parents are in danger! If we don't help them they're going to be killed!

We hear a VOCIFEROUS SISSING SOUND, but we can't see where it's coming from. - Suddenly the six Rangers come SCREAMING AROUND A CORNER ON STATE-OF-THE-ART ROLLERBLADES. These kids are FLYING!! We hear FULL-THROTTLED MUSIC as the kids WEAVE, DUCK and SWERVE like blading virtuosos. Tommy LEAPS in the air, does a 180 and SKATES BACKWARD. THE HIGH BRANCHES.past a large tree as Bulk and Skull DROP INTO FRAME

The Rangers GLIDE around another corner -- there's buildings on one side of them and a construction site on the other.Tommy leads them up a plywood ramp -- they LAUNCH TEN FEET THROUGH THE AIR, PULLING OFF HAIR-RAISING FREE STYLE MOVES THEN MAKE SPECTACULAR LANDINGS on the construction site parking structure. As they shoot across the concrete, the CAMERA PUSHES IN on: EXT. INNER CITY CONSTtZUCTION SITE - DAY ... WORKERS operating heavy machinery -- cranes, bulldozer , etc., Construction Worker jackhammers solid rock. Drill makes a CLANGING SOUND as it HITS METAL! A baffled look comes over him as he stops the jackhammer, brushes away debris.. uncovering an ANCIENT IRON PLATE. He gapes at it, too stunned to speak.

A large hook has been fastened to the iron plate -- a crane ENGINE ROARS as it HOISTS THE PLATE UP, revealing a CAVERNOUS OPENING. TWO MORE CONSTRUCTION WORKERS have joined the first, all of them look on in amazement.Suddenly a PURPLE STEAM POURS from the opening. And now something really amazing happens. .. A menacing STONE CLAW RISES UP, CRADLING A HUGE STONEKZAAAAAAP?!! APURPLE BEAM OF LIGHT BLASTS HIM -- SENDS HIM FLYING TEN FEET THROUGH THE AIR!

We're here at the World Center Construction Site, where a mysterious object was just uncovered in a freak accident in which one workman suffered minor injuries...

... Angel Grove Police have cordoned off the area until it can be determined whether or not the unidentified object poses any threat. The injured workman was quoted as saying...

Angel Grove Police have been fielding hundreds of calls from concerned citizens as the number of missing gersons continues to grow

CLOSE ON - T.V. SCREEN We see the reporter then a few cuts of GEOLOGISTS combing the site with scanning equipment and COPS sealing off the area with yellow tape.PULL BACK TO REVEAL A CAFE. The Rangers are at a table -- Tommy is teaching Fred martial arts moves.Tommy executes a wicked JUMPING ROUNDHOUSE KICK. Fred is wowed. He drops into position.The jovial proprietor, ERNIE, approaches the Rangers' table with a loaded tray. Fred pulls off a dazzling JUMPING ROUNDHOUSE KICK and almost knocks Ernie's tray over.Fred moves off as Ernie serves the desserts.Aisha reacts to something off screen.Bulk and Skull swagger past followed by a GROUP OF KIDS.Ernie moves off after Bulk and Skull. Tommy's wrist communicator BEEPS. The kids exchange glances than look for a private area.They move out of everybody's sight. TOMMY (into communicator) What's up, Alpha?Aisha gives Kimberly a puzzled look.They hit their wrist-communicators and instantly TRANSFORM INTO SIX IRIDESCENT COLUMNS OF COLOR. The columns SHOOT UP THROUGH a giant oak tree, KNOCKING LEAVES LOOSE.

Zordon's remote headquarters protrudes from a craggy mountain top -- silhouetted by a glorious sunset. The SIX STREAK OF COLOR slice downward into the roof.

Everything's gone haywire buttons BLINK, emergency lights FLASH, there's a CACOPHONY OF ELECTRONIC SOUNDS. ALPHA 5 works frantically amidst the array of computer banks while ZORDON looks on from his COLUMN OF LIGHT. The six Rangers MATERIALIZE, Tommy turns to Zordon.

Ay, yi, yi, yi, yi ! Our thermionic-sensors have been hit by a CATACLYSMIC surge of evil!

Six thousand years ago a morphological being known as Ivan Ooze, ruled the world with a reign of unparalleled terror. Finally, a rebel factor known as the "Order of the Meledon" lured him into a hyperlock chamber and buried him deep underground.

The chamber has been accidently UNCOVERED! You must return it to the depths. or anyone should open it and Ivan is released!

To assist you I have retro-fitted your helmets with new Opti-Scan devices.

Use extreme caution, Rangers. You are dealing with an evil here that is beyond ALL comprehension.

You put your left probe in, you put your left probe out, you put your left probe in and you shake it all about. You do the hokey- pokey and you turn yourself around...

... Perhaps there is a way... I have heard tales of another power.

... They say that somewhere beyond the Hyperion Constellation there exists a mythological power that is beyond all comprehension.

The legend speaks of a Master Warrior who lives on the planet Phaedos... This is the only person who knows the secrets of the power.

Zordon's going to have my orbicular spheroids when he hears out about this!

This is an emergency reserve of morphonic emissions. It should be enough to get -you there.

There is one problem. I only have enough reserve to send you Phaedos... I can't bring you back.

You're sure you want to do this?! The Rangers share purposeful looks.

Perhaps if I could locate a vertical-deflector then I could assemble a holographic-comlink.

By bouncing ultra-high frequencies off one of the network satellites, I can send a long-range pulsar signal to within TWO FEET of the Rangers coordinates.

That should do it. we won't be able to hear them, but they SHOULD be able to hear us.

AI, YI, YI, YI, YI Ivan s Ecto- Morphicon machines are leveling the city!

Alpha, my sensors tell me the Rangers were too late! Ivan is on his way here!

You haven't changed, Ooze. You're still picking on creatures smaller than yourself.

I'm afraid that's impossible... The power has been destroyed. It's gone... The Zords, the weapons... all of it.

... You must be strong... Ivan almost overthrew the planet once... and now I'm afraid he has the strength to see his scheme through.

Each of you are now in possession of miraculous skills... but only when the six become one will you have the strength to harness the Great Power.

Rangers, by going after the Great Power, all of you knowingly put your lives at extreme risk... and in so doing you not only saved my life, you saved all of Angel Grove and the world from a reign of unthinkable terror.

Barricades and police tape surround the egg. A SECURITY GUARD passes his sleeping CO-WORKER, drops into a chair, sips his coffee. BZZWAPP -- ZEDD, RITA, GOLDAR and a short, fat, furry creature named MORDANT appear.Zedd grumbles to himself.The stunned guard stirs his sleeping buddy.Kurt looks up groggily.Zedd ZAPS THE GUYS with a bolt from his staff -- they are knocked out. Goldar steps back from the blast and accidentally steps or Mordant's foot. Mordant KNOCKS on Goldar's metallic leg.Goldar is oblivious. Zedd, stands reverently before the glowing egg shape.Mordant BANGS on Goldar's leg again.Goldar SWATS Mordant.RITA (to Goldar) Where did you FIND this rabid little rodent, anyway?!Mordant GRUMBLES under his breath. Meanwhile, Zedd aims is staff at the chamber and BURSTS a blast of energy. The egg opens up with a wHOOSH of decompressing air. webs of ELECTRICITY BRANCH OUT, followed by a SWIRL OF BLACK SMOKE. When the smoke clears we see a BUBBLING, PURPLE, PHOSPHOSCENT OOZE. The group gathers around -- Rita sticks a finger in o the sticky substance.As if in response, the ooze BOILS AND FROTHS. Zedd and Rita are too busy arguing to notice this.We hear a SLITHERING SLURPING SOUND as the substance RISES UP AND TAKES ON THE GHASTLY SHAPE OF IVAN OOZE. Mordant tugs at Zedd.Zedd and Rita finally notice Ivan, standing with his lips apart, revealing jagged teeth, one of which is made of GLISTENING SILVER. He stretches his sinewy arms, releases an enormous YAWN, puts his hands on his head, CRACKS it.Now he SMACKS his lips together, opens his arms theatrically and gives his trademark stance.Rita blushes.Zedd flashes her an angry look, turns back to Ivan.Ivan gives a slight bow.Ivan's face goes dark, THUNDER RUMBLES and the site LIGHTS UP WITH A FLASH OF LIGHTNING. Mordant turns to Goldar.IVAN (hissing) I will not only destroy him, I will OBLITERATE his entire being. It will be like Zordon of Eltare never EXISTED!Goldar hands Ivan a scrap of paper.IVAN (reading) "... left off Interstate 12?!" (puzzled) What's an "interstate"?BZZWAPP!! The foursome DE-MATERIALIZE.His eyes come alive.17 OMITTED

Another Saturday night and I'm traipsing around the galaxy with the THREE LITTLE PIGS! My mother warned me this would happen! Rita, she said, after 89 marriages you might wanna think about throwing in the towel. Why didn't I listen to her?!

No need to wake him. In fact, why don't you take a little nap yourself.

After two thousand years of searching... I have finally found you.

Mordant's my second cousin three times removed on my mother's side. He`s just visiting for the summer.

What... you spent two thousand years looking for this tub of SNOT!

For your information this is not just your average, run-of-the- mill tub of snot !

I am Lord Zedd, sworn enemy of all that is good and decent. It is a supreme honor to finally meet you.

I want you to destroy Zordon, so that my evil may once again reign SUPREME.

You garlic-sucking DINGLEBRAIN! The Rangers are going after the Great Power

This is all your fault! If you'd taken me out tonight like you were suposed to, none of this would've happened.

You call yourself a hell-hound?! A basset hound is more like it. If you were a real outlaw you would've gotten me out of this blizzard HOURS ago!

Do you know what it's like to be stuck in a BLIZZARD FOR TWO DAYS?!

I'm gonna fire that slimeball so fast his not gonna know what hit him!

Isn't this just TYPICAL! We finally do somebody a good turn and just look what happens!

Couldn''t stand them -- low-class all the way. And did you catch a whiff of their BREATH?! It's like having a conversation with a couple of ONIONS! Not to mention...

You know boss, I'd really like to help out but I've got this gastronomic condition which rules out all space trave--

What kind of landing was that?! These clowns are a menace to the sky

Oh, it couldn't've gone better. The Power Rangers didn't know what hit them .

That's right. And then we threw one of them off a mountain and another one into a raqing river!

Well... we were about to finish them off... when this huge monster came out of nowhere!

Okay, maybe he wasn't so huge. But you should've seen the size of his STICKS

What're you talking about?! It wasn't my fault! You're the featherbrains that let them get away!

As soon as we've taken over the world I'm gonna change my name to Sir Mordant. Or how about MAJOR Mordant?!

You're too kind. Allow me to introduce myself. I am the infamous, world-reviled, universally despised, IVAN OOZE!

Gee, a teenager with a big mouth. Not much has changed in six thousand years.

Power Rangers, huh? So Zordon is still using a bunch of rug-rats to do his dirty work. And speaking of rats...

From this moment forth, the world as you know it SHALL CEASE TO EXIST!

Gee... pretty fancy-shmancy. I guess if you invest your money well over SIXTY centuries you can buy something pretty nice.

Put a cork in it "Z" . Ten minutes out of the egg and I'm already listening to one of your lectures.

You robbed me of my PRIME! I was the Supreme Ruler of the most foul Empire in the Universe. I was the King of Calamity. The Duke of Destruction. The big man on campus!

And then you came along. You locked me into your stuffy little hyperlock-chamber and tossed me into the depths like yesterdays TRASH!

Do you have any idea what it's like to be cooped up in a rotten egg for six thousand years? It's BORING! Not to mention I've had a Charlie horse since the Renaissance! But now the tables are turned. Now...

And now, finally, I have the strength to DESTROY your pathetic powers FOREVER!!

Now you have a choice, either serve me, or join those insufferable cheesedongs.

Tengu Warriors, you will fly to Phaedos, find the Power Rangers... and TEAR THEM APART!

Taking over the world is one thing. It's finding good help to run it for you that's the killer.

Not to worry. I'll ever so gently lure them in and mold them into an army of devils! And what better way to entice them ... than with a little Ivan's Ooze?!

Ah, the old and doddering. I'm going to SCOURGE their puny minds, reducing them to ZOMBIE'S.

What is this?! I advertised for brilliant and good looking assistants!

Boys and girls, girls and boys, gather round and feast your eyes. This ain't sludge and this ain't guck... this is the one and only Ivan's Ooze! Yesireebob. It's ooey, gooey and even kind of chewy. But best of all it's FREE!

Let's pick it up here! I've got a schedule to keep. In twenty four hours the ooze is gonna hit the fan!

How could you let them get away?! If Dulcea leads them to the Great Power, everything will be ruined! They must be OBLITERATED!

I call upon the Powers of Darkness to enrich the evil of my creatures by tenfold!

And now the coup de grace, to lead my tribe to victorious battle!

Queen Tengu, lead-your warriors to Phaedos, FEAST YOURSELVES UPON

Are you bored with your family Are you bored with your 1ife Well, come on down to Ooze City and LET'S GET STICKY!

Finally, after centuries of waiting, my Ecto-Morphicon machines are ready to take on the world!

On cue, the Power Rangers TELEPORT into the construction site. They're surrounded by rock piles, pools of water and a plethora of building supplies. Billy looks down at the mud puddle he's standing in.They survey the construction site for a moment.They advance up a slope -- the egg comes into view. ROCKY (alarmed) It looks like it's been opened! The kids get close to the egg, looking it over with fascination. Suddenly a hand falls on Aisha.They all whirl around and see the first Security Guard. He half smiles, shaking his head.CLOSE ON HIS FACE as it SHAPE-SHIFTS INTO THE+ HIDEOUS VISAGE OF IVAN OOZE.Ivan puts his hands to his face in mock fear.He looks them over reproachfully.Ivan raises both hands -- ELECTRICITY SHOOTS OUT HIS FINGERS and the kids DIVE CLEAR as the bolt ZAPS A THRONG OF RATS. Now, incredibly, the RATS GROWN INTO GRUNTING, SNARLING MAN SIZED RAT-BEASTS.Ivan raises his arms -- thunder CRACKLES and LIGHTNING RIPS ACROSS THE SKY.An EXPLOSION OF PURPLE SMOKE CONSUMES IVAN.The RATS ATTACK!Tommy gets off a stellar CROSS-HOCK TAKEDOWN, Kimberly delivers a world class HEEL STOMP, Billy executes a lethal REVERSE HANDSWORD. Despite their valiant efforts, the Rangers ar being overwhelmed by the fierce combatants.

And you know... if there's one thing in the world I reeeeally hate....

SMOKE POURS from various circuit boards, numerous control panels VIBRATE.There's a BLEET, BLEET -- emergency lights start FLASHING near the entrance. Alpha watches, forlorn, as OOZE SEEPS through the hairline cracks in the door.The ooze SLITHERS AND GURGLES ACROSS THE FLOOR, once again IVAN RISES UP. He takes in the state-of-the-art surroundings.Alpha drops into a Karate stance, makes some BRUCE LEE NOISES then LUNGES.Ivan holds his arm out, ZAPS Alpha with an electrical charge Alpha starts spinning.take your order, please?Ivan slowly circles Zordan's column of light, Zordon turns with him.IVAN raises his hands - he is holding a flute and he PLAYS A FEW NOTESHe uses the flute like a lightning rod -- A BOLT OF LIGHTNING BLASTS A PANEL TO SMITHEREENS.He blows up another PANEL.HE BLOWS UP ANOTHER PANEL. Ivan CASTS ANOTHER LIGHTNING BOLT, DEMOLISHING AN ENERGY PILLAR.Now Ivan begins to THROW LIGHTNING EVERYWHERE, LAYING THE COMMAND CENTER TO WASTE. Ivan laughs in the b.g. as Alpha continues to spin, moving his arms in and out.

Two rats charge Aisha and she LEAPS UPWARD - the pair SMASH into each other. Rocky picks up a two-by-four and starts SPARRING with another rat. Billy SHOVES A HUGE WOODEN-SPOOL down a slope and it ROLLS INTO A COUPLE OF RATS, BOWLING THEM OVER. One rat CRACKS IT'S TAIL like a whip, KNOCKING Adam to the ground. Another rat gets Kimberly in a bear hug and she makes a face.She grabs a handful of his whiskers.She YANKS THEM OUT, the rat SQUEALS and releases her. The fight well, but the rats start to get the upperhand.The Rangers click their power coins into their power morphers.They JUMP INTO THE AIR and they're ENGULFED IN A DAZZLING GOLDEN LIGHT as we do a 3D MOVIE VERSION OF THEIR TRANSFORMATION INTO COSTUME. They all LAND and there's a WHIRRING SOUND as all six of the face pieces POLARIZE so we can see their faces. The rats immediately scurry off.A YELLOW BEAM SLICES THROUGH THE DARKNESS. Aisha leads the group through the site.PAGES 21 ONWARDS CONTINUED: (2) They pass a bulldozer, some scaffoldingThey come to a stop. ADAM (pointing) I heard something over there.AN AUTO-PHONIC RECEIVER POPS OUT of the side of Billy's helmet. As he turns his head, the receivers ROTATE. SOUND EFFECT: We hear silence and then... a RASPY BREATHING, followed by a GUTTURAL SNARL.The Rangers advance along a cement wall, slowly round a corner. Aisha's light PANS THROUGH THE GLOOM.A SCOPE SNAPS into place over Rocky's left eye. P.O.V. - THROUGH POWER TRACKER We see HEAT SENSOR OUTLINES, PULSATING WITH COLOR. COMMAND GRAPHIC: SEARCH MODE. Lines VECTOR and SCAN as Rocky searches the area. Eventually he looks up and the lines LOCK ON TO THE PULSATING FORMS OF THE RATS.The creatures LEAP DOWN and we see the Rangers pull off KICKS, SUCKER PUNCHES, SPINBACK-ROUNDHOUSES, you name it. One of the beasts TACKLES Tommy and the pair go TUMBLING OWN A TWENTY FOOT ROCK PILE. Aisha picks up a handful of dirtA beast turns -- Aisha FLINGS dirt in his eyes.She follows through with an OVER SHOULDER THROW -- the beast CRASHES INTO A JOHNNY-ON-THE-SPOT. Rocky fights another beast and the creature SWINGS UP THROUGH SCAFFOLDING with phenomenal dexterity. Rocky goes after him.The talking Saber appears in Tommy's hand. SABA (yawning) What a DREAM I was having!Saba sees the rats.We hear a PRIMITIVE CRY as a beast SLAMS INTO ADAM, SENDS HIM CATAPULTING. Adam rises, speaks in a low growl.He holds his hand in the air.The STEGA-STINGER appears in Adam`s hand. He aims it toward an overhang, FIRES. A thin wire SHOOTS OUT -- the Stinger at the end PIERCES the overhang.Adam leaps off a platform, SWINGS THROUGH THE AIR like Tarzan, SLAMS into the rat and sends him CATAPULTING.A contraption APPEARS in Kimberly's hand and she throws her arm out -- a LONG RIBBON SWIRLS out and tangles itself around the rat.She yanks the ribbon pulling the rat into an opening -- he DISAPPEARS.Billy takes a hit, ROLLS across the ground. He stops inches away from a twenty foot drop-off. The beast CHARGES HIM, he ducks and the beast GOES FLYING THROUGH THE AIR AND SPLASHES DOWN IN ONE OF THE MUDDY POOLS OF WATER.Rocky is now up in the scaffolding. He DROPS TEN FEET through the air, LANDS ON ONE END OF A BOARD. There's a beast at the other end and he goes FLIPPING THROUGH THE AIR. Tommy throws Saba Saber and the knife SWOOPS THROUGH THE AIR and zings around the beasts as they try to knock him down.The rats chase after Saba as he heads into a water-slicked area. There's a large power cable running across it. Once all the rats are in the water, Saba kamikaze dives into the cable, SLICING IT OPEN WITH AN ERUPTION OF SPARKS. The water SIZZLES WITH ELECTRICITY and the rats GO UP IN A PUFF OF SMOKE.We see the six original small rats scurry away, SQUEAKING. Suddenly, there's an EXPLOSION OF ELECTRICAL ACTIVITY and the Rangers watch, stunned, as their COSTUMES DE-MATERIALIZE and they appear back in civilian clothes.Billy tries his wrist communicator.There's no response.They all hit their communicators and nothing happens. AISHA (worried) Something's wrong!They hurry off.

The Rangers climb a mountain path, all of them looking alarmed. Up ahead, there's a PILLAR OF BLACK SMOKE rising from the Command Center.

The place is trashed -- there's SMOKING debris, ravaged panels, exposed wires and mechanisms. The kids move through the wreckage in numb silence. TOMMY (barely audible) ... what happened here?... Adam spots Alpha's arm protruding from a mound of rubble.The kids quickly uncover the battered robot.KIMBERLY (stunned) Oh, no... Everybody follows Kimberly's gaze, thunderstruck expressions coming over them. Laying on a destroyed bed of crystals is Zordon. He is still a SHIMMERING SPECTRAL being, only now he s aged a good fifty years. The kids stand over him, forlorn.Zordon opens his eyes.The kids drop down beside him.The kids are stunned. Kimberly gently takes Zordon's hand.Zordon closes his eyes. Tommy puts a hand on Kimberly's shoulder. The kids slowly rise, all of them looking utterly despondent. Billy turns to Alpha.Billy opens a panel on Alpha's back, makes an adjustment. Alpha's head rolls back like he's going to sneeze.SPARKS BURST from where his nose should be. He SNIFFS.Rocky hands Alpha a hanky, Alpha wipes his nose area.Aisha turns to Alpha.Alpha shakes his head.Alpha heaves a sigh.Alpha heaves a SIGH.The kids exchange curious looks as Alpha opens a compartment and removes a vile filled with RADIOLUMINESCENT ENERGY.He approaches a damaged panel, loads in the vile.Alpha gives them a grim look.Alpha keys in coordinates.Alpha shakes his head, punches in the final codes.He pulls a lever.23 thru 27 OMITTED

The kids TRANSFORM INTO SIX STREAKS OF COLOR AND BLAST 0FF THROUGH THE CEILING. Alpha shakes his head in despair.

We see the SIX COLORED STREAKS BLAST away from earth and SHOOT PAST the moon. The CAMERA MOVES IN on Zedd's ominous palace which rises up out of the tortured landscape. Zedd, Rita, Mordant and Goldar are standing on the balcony.

Zedd, Rita and their minions are inside Zedd's dark palace Goldar looks through Rita's telescope as Rita rants. RITA (outraged) How could he let them slip through his hands?! He's no better than the rest of the hired help around here! Goldar looks up from the telescope.Ivan sweeps regally into the room.Ivan SNAPS his hand -- a WAD OF OOZE FLIES OUT, SPLATS RITA across the mouth, muffling her.Ivan drops regally into Zedd's chair.Mordant slips behind Goldar, using him as a shield.Zedd SHOOTS A BLAST from his staff -- Ivan is COVERED IN SPARKS.Ivan raises his hands and the sparks DISAPPEAR.He ZAPS Rita and Zedd, and with a BRILLIANT FLASH, THEY'RE GONE. Mordant moves to a snow-globe on the table, his mouth falling open. Zedd and Rita are INSIDE IT!! Rita wipes the ooze off her mouth, RANTS IN A MUNCHKIN VOICE.Ivan turns menacingly to Goldar and Mordant.Mordant and Goldar exchange a look, then turn back to Ivan.Goldar throws a hand over Mordant's mouth, MUFFLING him. GOLDAR (apologetic) He's just visiting for the summer. (beat) Now what about,the Rangers, oh hideous one?He makes a HOARKING SOUND then SPITS OOZE ONTO THE FLOOR,Now the OOZE GROWS INTO TEN TENGU WARRIORS -- BIRD-LIKE CREATURES WITH LONG BEAKS AND ENORMOUS WINGS. THEY GOBBLE, SQUAWK AND CHIRP like newborn chickens, the CACOPHONY GROWING LOUDER AND LOUDER until...The Tengu fall dead silent.The creatures make HORRENDOUS SQUAWKING SOUNDS AS THEY SPREAD THEIR REPTILIAN WINGS.One of the Tengu grabs hold of Mordant and the FLOCK WINGS OFF LIKE COLOSSAL BATS.ANGLE ON - SNOW GLOBE Zedd waves his arms around in outrage.RITA (optional line) It just goes to show, ya never go into business with a booger.

The Tengu warriors sweep toward us -- we see Mordant dangling from one of the Tengu's talons.He SWINGS PAST CAMERA and out of sight. 30 thru 32A OMITTED

The COLORED STREAKS OF LIGHT SHOOT THROUGH THE COSMOS, heading down toward the planet, PHAEDOS. It's emerald green with two radiant golden circles around it.

The STREAKS OF COLOR hit the jungle floor and only FIVE RANGERS MATERIALIZE.The kids search the sky in a panic. 32D OMITTED

Alpha works frantically hitting buttons and levers.SPARKS erupt from the panel, SINGING ALPHA. He snarls.Alpha winds up and DELIVERS A MIGHTY KICK to the panel. suddenly comes to life with BLEEPS and BLIPS.

The Rangers continue scouring the sky as BILLY COMES FLYING.He SPLASHES DOWN in a puddle.The others quickly gather around him.Billy looks down at the puddle.They help Billy up then take in the exotic jungle environment. They hear all sorts of EXOTIC ANIMAL SOUNDS.Tommy gives them all an invigorating look.He leads the team down a narrow path.

Ivan is walking through a giant chemical plant with GoldarIvan shakes his head.GOLDAR digs for buried treasure deep in his nose.Ivan approaches an enormous vat, turns a tap -- it BURPS and GLOPS as PURPLE OOZE pours out.And then I'll put them to work rebuilding my empire. Bulk and Skull enter waving a "help wanted" flier. Both them are wearing their garish blazers and dark sunglasses.Bulk does a G.Q. stance.Ivan doesn't look too pleased.Skull extends his hand.BULK (hand extended) And I'm good looking. Ivan steps forward.Bulk and Skull lower the sunglasses and take a good look Ivan. Both of them swallow hard.They start to back away.Goldar blocks their way.34 thru 38 OMITTED

The Rangers move through foreboding jungle terrain, their ears alert to all the UNEARTHLY SOUNDS around them. Tommy watches Kimberly, who seems to be lost in thought.Kimberly glances up.Kimberly takes a moment to answer.The others nod in agreement.Tommy's words sink in. He stops suddenly, sensing something. ANGLE ON - MORDANT hiding behind a tree, watching the Ranger's pass. There's a HORRIFIC SCREECH -- the kids look up as the TENGU WARRIORS COME SWEEPING OUT OF THE SKYIt's too late. The Tengu attack with unbelievable ferocity They SLASH with their claws, STAB with their beaks and BATTER with their wings.Rocky is hurtled into some bushes, Aisha is knocked against a tree, Adam splashes down in a small creek. Mordant watches of this from the sidelines. He gets so excited that he starts throwing punches and kicks.He accidently punches a tree.One of the Tengu gets Kimberly in a choke-hold,Tommy rushes to help her and another Tengu trips him -- he TUMBLES HEAD OVER HEELS DOWN A SLOPE. We hear an OTHERWORDLY CRY as a small, hunched figure wearing a tattered robe SWINGS IN ON A VINE. He proceeds to pull off what is nothing short of a miracle. He uses the STICKS for weapons as he executes a ROUNDHOUSE KICK, a SCISSOR-KICK TAKEDOWN, a SITTING SIDE KICK, a ROUNDHOUSE DROP SPIN BACK KICK, a PARALLEL BLOCK FROM THE OUTSIDE, a REVERSE HANDSWORD and so on. The creature punctuates the hits with an exotic variation of BRUCE LEE NOISES.The Tengu SQUAWK and SQUEAL as the little dynamo WAILS ON THEM.Finally the Tengu retreat, WINGING UP THROUGH THE TREES.One of the Tengu SWOOPS IN AND SNATCHES Mordant up.The Rangers recover and exchange expressions of utter disbeliefThe figure speaks in a HOARSE WHISPER.Now the most amazing thing happens. The figure RISES TO FULL HEIGHT OF SIX FEET, while simultaneously shedding it's robe. Underneath is a SCANTILY CLAD, STUNNING AMAZONIAN WOMAN. We're talking B-U-I-L-T. Meet the Master warrior, DULCEA. The Rangers stand there with stunned expressions. Dulcea looks to Tommy.Tommy just gapes. Kimberly gives him a cold glance and THUNKS him one with her elbow.Kimberly intervenes.She moves off - the Rangers just stand there staring at each other.The Rangers quickly follow her through the brush Aisha turns to Kimberly, speaks under her breath.

It is said that to those who possess the Power... all things are possible.

In another time, another dimension. It was brought here long ago by the "Nathadians", a people who are now all but extinct. They built an impenetrable stone Monolith to store the power and keep it from their enemies.

For thousands of years, beings from all over the Universe have tried to obtain it... ALL have perished.

The only way to obtain the power is to achieve the highest state of being...

By learning the ancient art of Ninjetti. It is the Genesis of what you on earth have come to know as the Ninja.

You don't understand. If you do not have the Ninjetti, the power will destroy you.

To reach the Monolith we must traverse the Neola jungle. We will train today, and set out on foot tomorrow.

In the language of the Nathadians, "Nin" stands for "man", "jetti" stands for "animal". Ninjetti - man and animal, together as one.

Now prepare yourselves for the most intense physical and mental training known to man and animal.

The ape is strong, but more importantly it is flexible and free.

The wolf relies on it's enhanced senses to guide it... He can hear what we cannot hear, he can smell what we cannot smell.

The frog remains still and silent while it assesses its target... then strikes out in the blink of an eye.

The falcon never struggles with the air, but rather becomes one with it.

Each of you must reach deep within and draw upon your natural instincts... Only then will you know the way of the Ninjetti.

You have been visited by the animal spirits... they have given you their blessing.

We belonged to an interstellar Peace Keeping Force known as the "Order of the Meledan".

Zordon was widely regarded as the finest Commander in the Galaxy. He was a true Legend... If it wasn't for him, the Universe would be a very different place from what it is today.

Over time our enemies were defeated... I returned to Phaedos, Zordon moved on to continue the struggle elsewhere.

Until you kids showed up, I hadn't heard from him for centuries.

This is why I'm taking you to the Nathadian Monolith. That is why I'm teaching you the Ninjetti.

If Zordon dies... then a piece of all of us dies... and the force of good within the Universe will be dealt an irreparable blow.

I have taught you all that I know. Now you must achieve the Ninjetti on your own.

It is said that once you've reached the power... you have only ten triacs to release it.

They say the power will throw off a super-heated, radioactive fireball, instantly reducing you to ash and bits of charred bone.

CLOSE UP - OOZE CONTAINER There's a label with a picture of Ivan -- he's wearing make-up to make him a little more presentable. DOZENS OF KIDS Ranging in age from eight to seventeen, are swarming Bulk and Skull, who have set up a booth with a large banner that reads: "FREE OOZE!" Some kids STRETCH the ooze, others MOLD it, others THROW it at each other. It's an ooze free-for-all.Bulk and Skull run a booth. A banner screams "OOZE RULES". Kids crowd around.Fred approaches.Bulk and Skull exchange apprehensive looks.Fred looks at the container in his hand but he doesn't open it. Skull sees a kid HURL some ooze at him.Skull ducks and Bulk gets SPLATTERED in the face. Bulk glares at Skull, wipes some goop off, FLICKS it at Skull.He smiles, revealing a glistening silver tooth. 40 thru 42 OMITTED

The kids are seated on rocks by a lakeside, all of them drinking from clay mugs. Dulcea finishes handing out bowls. Aisha stares into hers with a grim expression.Kimberly lifts out an EEL-LIKE CREATURE, and watches it SQUIRM between her fingers.Dulcea sprinkles hers with brown flakes.The other Rangers watch as Billy holds one of the squirbs over his mouth and drops it in. He chews a few times, lets out a BURP.Dulcea looks to Tommy.Ivan Ooze. Dulcea's eyes move from Ranger to Ranger.Dulcea's words hang heavily in the air.As Rocky is talking, a flubbery looking SNOUT works it's way over Kimberly's shoulder. She hasn't noticed it yet.The snout works it's way underneath Kimberly's chin -- she SCREAMS FOR ALL SHE'S WORTH. INCLUDE - A TERRIFIED SNOGGLE. This is Dulcea's ant-eater like assistant. He jumps up and down, YAMMERING and GESTICULATING.Snoggle, you watch your language! Snoggle now re-fills Aisha's tea-cup.We hear a PHOOT as Snoggle BLOWS A CUBE OF SUGAR OUT HIS SNOUT AND IT SPLASHES INTO AISHA'S TEA. Aisha stares at the cube a moment.The other Rangers watch as Billy holds one of the squibs above his mouth and drops it in. He chews a few times, lets out a BURP.

Night has fallen on Angel Grove. We PAN ACROSS a quiet, middle- class neighborhood, settle on a two story house.

CLOSE ON - OOZE CONTAINER We PULL BACK to reveal it's sitting on a table. Mr Kelman enters, looks it over curiously. He picks it up, opens it and sticks his finger inside. Suddenly a CRACKLING ELECTRICAL CURRENT RUNS OVER HIS ENTIRE BODY. His face goes blank and his eyes momentarily GLOWS PURPLE. Now he strides purposefully out the door. 43C thru 47 OMITTED

Dulcea and the Rangers are gathered around a bird-bath stand with FLAMES leaping out of it.The kids hesitate a moment, then reluctantly put their hands inside the flame. Aisha makes a horrific expression...They remove their hands -- they're filled with sand.Aisha studies the sand for a moment -- it MAGICALLY TAKE ON THE SHAPE OF A BEAR. AISHA (bedazzled) I see... a bearDulcea turns to Rocky. His sand MAGICALLY TAKES ON THE SHAPE OF AN APE.We see each of them DISCOVER THEIR ANIMAL.And now Kimberly. She studies hers for a moment. It looks like a bird.Now Adam.And finally, Tommy.Kimberly regards Dulcea with true admiration.Dulcea stands tall and proud.

Fred enters the living room and searches for his Dad.He heaves a frustrated sigh.

Fred enters the empty master bedroom, a look of concern coming over him.

Fred comes outside as several KIDS approach, all of them looking forlorn.Suddenly a WILD KID wearing grunge clothes runs by HOWLING LIKE A BANSHEE. He's holding a container of ooze in one hand and a baseball bat in the other. He SMASHES a couple of trash cans with his bat.The kid BASHES IN a mailbox then runs off. Fred looks startled.49 thru 50 OMITTED

Kimberly and Snoggle observe as Dulcea walks ON HER HANDS across a narrow bamboo log that spans a pond. A waterfall churns in the b.g.She leaps into the air, does a ROUND-HOUSE KICK, lands perfectly on the narrow span.Dulcea reaches the end of the log, flips through the air lands flawlessly on the ground. Kimberly heaves a sigh, climbs onto the bamboo and start walking across, balancing precariously on her hands. She gets about a quarter of the way, loses her balance, and falls into the shallow pond. Snoggle laughs, making a loud HONKING SOUND. Kimberly recovers, shoots him a look.SNOGGLE (indignant) Ghun Phnug Gnouphl. He marches to the pole, Dulcea holds him back.52 thru 53 OMITTED

Dulcea and Rocky are standing at the bottom of a twenty foot pole with an exotic oriental carvingDulcea now SCRAMBLES UP THE POLE WITH THE NIMBLENESS OF A SPIDER. In less than ten seconds she reaches the top. Rocky shakes his head in disbelief.Now she SLIDES DOWN like a firewoman, drops beside Rocky. He takes hold of the pole, focuses for a moment.It starts SCURRYING UPWARD. He gets about fifteen feet in the air, loses his grip, PLUMMETS AND SLAMS TO THE GROUND.

Dulcea and Billy circle one another, fighting with spinning WHISTLING sticks. Dulcea is blindfolded, Billy isn't.Billy takes SWING after SWING -- Dulcea easily DEFLECTS every blow. Now Dulcea takes numerous SWINGS, THWACKING Billy repeatedly and finally KNOCKING him INTO THE WATER.

Dulcea, Adam and Snoggle stand in an area filled with FLYING INSECTS.We hear a TRILLING SOUND as Dulcea watches some kind of insect dart around her. THWAP! The TRILLING SOUND is gone. Dulcea has literally caught the insect in the blink of an eye. Adam shakes his head in disbelief. He waits a moment, hears a TAT-TAT-TAT sound and watches a insect zip around him. He lashes out numerous times, missing the insect completely. THWUMP! With lightning speed Snoggle VACUUMS the fly into his snout. CRUNCH, CRUNCH, CRUNCH. Adam speaks under his breath.

Aisha watches as Dulcea goes into a bear stance.Snoggle CHARGES Dulcea, SLAMS INTO HER. She remains as rooted as a tree. Snoggle meanwhile suffers some serious bodily damage.Snoggle recovers and faces Aisha. Aisha shrugs, goes into a bear stance. Snoggle charges, SLAMS INTO HER and sends HER FLYING! 54D thru 54E OMITTED

Dulcea and Tommy are standing on a towering rock rising out of a dark lake.Now Dulcea does the impossible. She LEAPS OFF THE ROCK, SOARS FIFTY FEET through the air, AND LANDS on another protruding rock. Tommy is stunned. DULCEA (calling out)He spreads his arms out, LEAPS... and DROPS LIKE A ROCK exploding into THE BLACK WATER.

Alpha fusses over Zordon, who is looking a good ten years older.Alpha looks out over the decimated Command Center.Zordon shudders in pain, closes his eyes. Alpha watches over his mentor, shakes his head in anguish.55 OMITTED

Dulcea leads the kids through a circular opening in one wall, all of them look completely wiped out. She reaches an ornate doorway, faces the Rangers.She heads through the door.sleep? Snoggle points to the campfire.He pushes Kimberly toward it making a "Na na na na na" sound through his snout. He then hurries inside and SLAMS the door.The kids approach the dying fire, all of them limping a little.They drop around the fire, a few of them GROANING. They stare into the orange coals for a long moment, all of them looking disillusioned.It takes a moment to get a response.There's a somber silence.They all settle in for the night.

A PURPLE HAZE OF SMOKE has settled on the construction site. Suddenly, mysteriously, SWARMS OF ZOMBIFIED PARENTS emerge from the vapors - We see Mr. Kelman amongst them. Ivan steps forward, followed by Goldar.All the parents stop.All the parents stand on one foot. Ivan seems to be taking a perverse glee in all this.All the parents start QUACKING LIKE DUCKS. Ivan slowly turns to Goldar, gives him an icy stare.Ivan turns back to the QUACKING parents.The parents keep quacking.IVAN (irritated) Simon says SHUT UP!!! (they shut up) Now, as soon as I give the word I want all of you to start digging. (beat) Do I make myself perfectly -- The zombie parents have already started going to work. Ivan shakes his head in exasperation.

The Rangers are fast asleep. A night wind WHISTLES through the trees, causing the branches to shiver. After a moment, there's movement in the bushes. Suddenly, amazingly, a WOLF emerges -- his mane glistening in the moonlight, his eyes GLOWING LIKE FIRE. He surveys the sleeping clan, moves straight toward Billy. He stands inches away from him, watches him with an intense gaze. Billy stirs slightly. The embers cast an orange glow on Kimberly's sleeping face A SHADOW moves over her and two CRANE LEGS step into frame. There's a FLURRY OF FLAPPING WINGS as a FALCON SWOOPS DOWN and lands on a rock directly above Tommy. The bird fixes on Tommy with its piercing eyes. We hear a GRUNTING SOUND as the SILHOUETTE OF AN APE APPEARS: Now a FROG HOPS through the air and lands inches away from Adam. The frog sits there a moment, it's THROAT THROBBING Now we hear a DEEP GROWL and a tree SHAKES. Aisha fidgets in her sleep as an ENORMOUS BEAR SHADOW FALLS OVER HER. Now, all at once, the six animals VANISH INTO THIN AIR LIKE SPIRITS OF THE NIGHT.

Ivan and Goldar patrol the parents who are busy digging.Goldar suddenly point to the sky.THE TENGU DROPS INTO THE SCENE, SQUEALINGMordant waves Ivan off.The Tengu appear, one of them SQUAWKS and makes grand gestures.The Tengu SQUAWKS some more.A pensive look comes over Ivan...To help make the point Mordant SPITS on the ground.One of the Tengu SCREECHES again.Ivan looks up to the sky.LIGHTNING RIPS from the sky and ZAPS THE TENGU, CAUSING THEM TO GLOW RADIANTLY.He shoots a BOLT OF ENERGY AND CREATES THE OUEEN TENGU! She is a different color than the rest and her eyes GLOW RED. Mordant shakes his head in wonder.The Queen spreads her wings and makes the most HORRENDOUS SCREECH imaginable.Once again, the Tengu take to the sky like GIANT BATS.

The morning sun bathes Dulcea's compound in a shimmering golden light.

CLOSE ON KIMBERLY Snoggle's snout works it's way toward her making SNORTING SOUNDS. Kimberly bolts awake and SLAMS his snout with her fist. She YELPS LIKE A CHILD as he grips the protrusion and JUMPS UP AND DOWN.All the Rangers spring awake. As they get out from under their blankets they're shocked to discover that they're all wearing Ninjetti costumes with animal symbols on their chest.Dulcea approaches, a wondrous expression on her face.The Rangers continue to admire their symbols in silent wonder.

MONTAGE HARD DRIVING MUSIC KICKS IN. 1. We see Aisha standing on a rock, her whole body flowing in a martial art exercise. 2. Billy and Dulcea continue to fight with whistling sticks. Billy is starting to get the hang of it. He hits Dulcea a few times, then she CLOBBERS him. 3. Kimberly balances along the bamboo log again. She does a FLIP and lands it, however one foot slips off and she struggles to maintain her balance. 4. Tommy stands on the protruding rock again, spreads high like a falcon, SOARS THROUGH THE AIR. He gets about ten feet then DROPS INTO THE WATER. 5. Rocky climbs up the oriental pole -- this time he makes it up about FIFTEEN FEET before he slips. He only drops five feet. 6. Adam stands amidst overhanging trees and goes into his frog animal stance, his entire being focused on his actions. 7. Billy stands off alone practicing with the whistling sticks. The weapons are now a BLURR in his hands. 8. Kimberly balances along the log, executes a FLIP, lands it perfectly, throws her arms up triumphantly. 9. Adam stands on the lakeshore, c•ncentrating on a buzzing insect. He strikes out at it, but just misses it. 10. Aisha also does something appropriate.

HUNDREDS OF KIDS AND TEENAGERS fill the park, all of them wearing PURPLE CLOTHES. They're all dirty and grunged out They jump around, breaking stuff, sparring with each other It's total pandemonium. Suddenly, an ERUPTION OF SMOKE -- and Ivan, disguised as the wizard, MAGICALLY APPEARS. The crowd CHEERS, Nuremburg style, fists raised.where it's deserved.At the edge, Fred discreetly approaches Bulk and Skull.Bulk and Skull exchange a look.Fred decides to be tricky.Fred nods.He does a ridiculous mock salute. Bulk and Skull repeat it.Fred rolls his eyes and hurries away. 56 thru 57A OMITTED

Dulcea leads Snoggle and the Rangers up a stone path. They approach a bush filled with exotic berries. All of them start eating the berries.Dulcea reminisces.The kids are overwhelmed by what they're hearing.The Rangers are silent for a moment.Dulcea speaks with grim-visaged intensity.These words strike deep in the kids.

The bulldozers and earth movers have dug out a twenty foot pit. IVAN leads Goldar and Mordant through the site, passing dozens of laboring parents.The entourage comes to a stop, Goldar and Mordant can't believe what's before them.INCLUDE - A HUGE MECHANICAL ARM AND LEG EXTRUDING FROM THE DIRT.ANGLE ON FRED as he darts through the construction site, taking care not to be seen. He hunkers down behind a stack of two-by-fours, searches the area. He spots his dad, speaks under his breath.He glances around to make sure the coast is clear, then sprints off to where his dad is digging, grabs his hand.Mr. Kelman just gives Fred a blank stare.Suddenly an ARM FALLS ON FRED'S SHOULDER.Fred whips araund, finds Mordant standing behind him. He SPRINGS TO ACTION pulling off a lightning quick IRON HAMMER FIST STRIKE, a PALM HEEL BLOCK, A FRONT KICK WITH JUMPING KICK. Mordant is getting pummeled. The last kick sends him FLYING BACK INTO THE DIRT. Fred takes off as Goldar stands over Mordant.OMITTED

Zordon is looking more decrepit than ever. Alpha inserts tube into a make-shift electronic contraption.Alpha continues making adjustments.He flicks a switch and the screen LIGHTS UP WITH STATIC. The the same reporter we saw at the opening of the movie appears.There's more STATIC, then IVAN APPEARS AS THE WIZARD.As Ivan speaks we see Mordant behind him waving into camera.OMITTED

The group reaches the crest of a ridge -- off in the background we can see the outline of the Nathadian Monolith.The kids strain to get a better look.The kids are thrown by this.The kids share glances, not quite knowing what to say.Dulcea gives them a grim look.Aisha nods.Dulcea catches her hand and six Rangers put their hands on top of hers.OMITTED

The parents have finished assembling the STEEL TOWER -- thick cables run from the base to the skeletal heads of Hornitor and Scorpitron. We see a group of parents fastening clear plastic pipes to the skeletal feet -- the pipes are attached to the vat of ooze. Mordant videotapes Ivan as he struts past a giant mechanical foot.Mordant gets the camera a little too close to Ivan.Ivan SWATS Mordant and the camera FLIES up through the air and SMASHES against a wall.ANGLE ON - FRED watching from behind a generator, an alarmed look on his face. Ivan steps up onto a platform.Mordant pulls a lever and the OOZE SLITHERS THROUGH THE PIPES AND STARTS FILLING OUT THE GIANT EXOSKELETONS.Goldar presses a button and the roof of the plant ROLLS OPEN, REVEALING THE TUMULTUOUS SKIES ABOVE.Ivan holds his arms up to the heavens.THE SKY CRACKLES WITH THUNDER AND A JAGGED BOLT OF LIGHTNING STREAKS DOWN, ZAPS THE METAL TOWER SENDING UP AN ENORMOUS ERUPTION OF SPARKS!ELECTROMAGNETIC CHARGES TRAVEL THE LENGTH OF THE CABLES AND HIT HORNITOR AND SCORPITRON WITH SEARING BLASTS OF ENERGY.Mordant admires Ivan.Now the most amazing thing of all happens... The SCINTILLATING BEHEMOTHS AWAKE FROM THE DEAD, THEIR EYES AND MOUTHS OPENING, THEIR ARMS REACHING UPWARD. The beasts ROAR OUT IN THUNDEROUS RAGE. Mordant's HAIR LITERALLY STANDS ON END -- he quickly retreats behind a drum. FRED looks on in horror.All of them turn their attention to Ivan.Goldar taps him on the shoulder and he spins around.Ivan shakes his head dismally.

The Rangers crest a hill and Adam, who's in the lead, suddenly drops down - the others following suit. They peer over the ridge -- their eyes wide. Before them, a tenuous rope bridge leads to a vast rock landing. The ocean RAGES BELOW. On top of the island is the Nathadian Monolith. It's a mind- boggling wonder from another time and place. Between the Rangers and the bridge, the Tengu Warriors are on patrol.Kimberly surveys the area.Tommy pulls all of them into a huddle.

The Tengu are on full alert. One of them hears something, snaps around, there's nothing there. Another Tengu looks down as a frog hops between his leg. He SCREECHES and STOMPS down his taloned foot, missing the creature by inches. We hear a CAW and the Queen Tengu squints as she spots a falcon circling in the sky above. The Queen is perched on top of a 20 foot rock face. She looks around hesitantly. Now the Rangers ATTACK, some of them LUNGING OFF ROCKS, others BURSTING out of crevices, others coming over the walls. Billy wields his WHISTLING sticks -- misses several times, then starts BASHING and THWACKING the feathered beasts. The Queen SHOOTS A LASER BLAST from her eyes -- it EXPLODES before Tommy. Kimberly battles another Tengu and the creature forces her back on to the rickety bridge. The Queen FIRES ANOTHER BLAST.Rocky DIVES, knocking Aisha away from the bolt. Adam and one of the Tengu circle each other warily.Suddenly the Tengu is HURTLED BACKWARD TEN FEET THROUGH THE AIR. We didn't even see Adam move.Tommy steps up behind a Tengu.The Tengu turns around and Tommy WHALLOPS HIM WITH A SPINNING- HEEL KICK. A Tengu faces down Aisha and she goes into a bear stance.The Tengu CHARGES LIKE A BULL, SLAMS INTO AISHA. She holds fast and the bird EXPLODES INTO A CLOUD OF FEATHERS.Kimberly continues balancing precariously on the bridge as she EXCHANGES BLOWS with her foe. She finally drops into a crane stance... then just like Dulcea she LEAPS THROUGH THE AIR, EXECUTES A BRUTAL SPINNING HELL KICK and sends the birdman TUMBLING OFF THE BRIDGE. In a movement that seems to defy gravity, she lands perfcctly back on the swinging bridge.Billy swings his sticks, BASHES one of the Tengu in the beak -- the creature EXPLODES INTO A CLOUD OF FEATHERS!Tommy reaches the top of a rack. He sees a Tengu making a KAMIKAZE DIVE TOWARD KIMBERLY. TOMMY DIVES, SOARING THIRTY FEET THROUGH THE AIR -- HE INTERCEPTS THE TENGU AND THEY SPIN TOWARD EARTH TOGETHER. They HIT the ground and EXCHANGE BLOWS AS THEY FALL OVER ONE ANOTHER. Rocky SLAMS another Tengu in the beak, KABLAM -- the creature is OBLITERATED. Tommy LEAPS INTO THE AIR, NAILS two Tengu in the beaks. They BOTH BURST IN AN EXPLOSION OF FEATHERS. The Queen shoots another BOLT OF ENERGY -- a rock EXPLODES, SHOWERING THE KIDS WITH SHRAPNEL. Aisha turns to Rocky.Rocky takes a deep breath, goes into a crouch position. Incredibly he SCALES THE WALL IN THE SAME WAY HE WENT UP THE POLE. HE FLIPS OVER THE TOP and lands right before the Queen Tengu. He looks her dead in the eye.With that, he executes a devastating SPINNING-HEEL KICK and the Queen BURSTS INTO OBLIVION.Instantly, the remaining Tengu retreat, SQUAWKING and CAWWING in rage. The kids turn to eaeh other, sharing in a moment of triumph.

We're on top of a high tower overlooking the entire city There's a BURST OF PURPLE SMOKE -- Ivan, Mordant and Goldar appear. Ivan looks out on the city, holds up his arms theatrically.SCORPITRON APPEARS on the street and BASHES IN THE SIDE OF A BUILDING, SENDING GLASS AND DEBRIS EVERYWHERE.Mordant turns to Ivan and throws his arms up in jubilation.

HORNITOR APPEARS on the street ROARING like a fiend. His enormous foot DROPS DOWN AND CRUSHES A CAR INTO OBLIVION.

Zordon, now barely alive, watches as Alpha makes more adjustments to his contraption.There's STATIC and then we see the reporter again.We see images of PEOPLE SCREAMING THEIR GUTS out as they CLAMBER PAST CAMERA.Zordon speaks in a whisper.

... the Mayor has declared a state of emergency and asked that the city be immediately evacuated. He has reiterated the need for everyone to remain calm.

Angel Grove has never before known such a crisis and we can now only pray for the swift arrival of the Power Rangers!

The kids climb up on top of the rock bluff -- before them is a huge black Monolith. There's all sorts of charred bones and skeletons strewn around it, some of them human, some of them alien. They approach the massive block, stand before it in awe struck silence. In the middle of the Monolith there's a large circle with the six animals of the Ninjetti carved into it.Kimberly looks at all the bones -- instinctively puts her hand on her animal symbol.A few of the kids walk around the Monolith, examining it more closely.Billy &;Tommy latch their hands over the block, searching for an opening.Rocky steps back, THROWS HIS SHOULDER into the Monolith with a THUMP, winces in pain.The kids exchange discouraged looks.The kids look crestfallen.Suddenly a SIZZLE OF ELECTRICITY forms in front of them.The kids mouth's fall open as... a HOLOGRAPHIC IMAGE OF ZORDON'S WITHERED FACE APPEARS. He speaks in a barely audible voice.Zordon's image FLICKERS a few times then STABILIZES again.His IMAGE FLICKERS then FADES AWAY.Billy studies the circle with zealous eyes.They silently assemble in a line, all of them interlock: hands. They face the Monolith with fire in their eyes.A mysterious HALO OF LIGHT SHROUDS the Rangers and they dissapear INTO THIN AIR. 75B OMITTED 75B

The kids BURST THROUGH A WALL OF LIGHT and come down together inside a vast cavern. There's a pyramid shaped steel object in the center of the room, a RADIANT LIGHT SHINING FROM IT.That's twenty seconds!! The kids advance toward the pyramid.Adam notices their symbols are glowing.The kids ogle the radiant emblems. Kimberly takes hold of hers and it COMES OFF in her hand -- there's a mirror on the other side.Kimberly looks at her reflection and primps her hair. The other's remove their symbols.All of them turn their mirrors toward the pyramid. A BEAM OF LIGHT SHOOT FROM THE POWER; INTO THE MIRRORS AND BACK IN TO THE POWER. We hear a RUMBLING SOUND as the earth starts to SHAKE. The Rangers look to each other, horrified. Then everything falls still and silent... and then a miracle happens. We hear a HARMONIOUS, OTHERWORLDLY CHORUS as the pyramid OPENS UP, REVEALING THE MOST GLORIOUS SOURCE OF LIGHT IN THE UNIVERSE. The kids shield their eyes from the brilliance, all of them wearing wonder-struck expressions. SIX BEAMS OF COLORED LIGHT SHOOT OUT AND HIT EACH OF THE RANGERS... AND THEIR POWER RANGERS UNIFORMS MATERIALIZE ON THEM! Their visors are clear so we can see their faces.Now the symbols in their hands TRANSFORM INTO...They hit their communicators -- they instantly TRANSFORM INTO SIX IRIDESCENT COLUMNS OF COLOR AND BLAST OFF.

Dulcea and Snoggle watch as the COLUMNS OF COLOR streak away from the planet, leaving behind a RAINBOW with the six colors of the Power Rangers.

We see the mass of parents as they march intently down a dark city street.

Ernie's is packed with crazed kids and teenagers who are ripping the place apart. Bulk and Skull watch while gorging themselves on pizza.Suddenly Fred appears and shouts out.The place falls silent.Enraged, they move in on Fred.The crowd gets angrier. They move closer... Fred gulps with fear... glancing around for help, he notices a HOSE. He lunges for it, cranks on the water, and TURNS IT ON THE CROWD! SPLASH! They get SPRAYED DOWN! Suddenly -- they stop in their tracks, slowly blinking, confused. The spell is broken. We hear: "What's going on ?!" "What am I doing here?!", etc.He hurries off. A few follow him, then a few more... until pretty soon everybody joins him. Bulk and Skull share a look.Bulk considers the dilemma.Skull nods, relieved. They gather up the pizza and move off after the others. OMITTED

The Rangers MATERIALIZE in the Command Center with their helmets off.Alpha approaches, speaks in an anguished voice.The Rangers are too stunned to speak. They approach Zordon's lifeless form looking absolutely devastated.They stare at Zordon with gut-wrenching expressions. They're utterly defeated. Eventually, Tommy looks to the others and speaks in a fervent voice.The kids gradually exchange zealous looks. They form a circle around Zordon and interlock hands. They close their eyes, bow their heads... After a long moment, a SHIMMERING ENERGY BEGINS TO FLOW DOWN FROM THE RANGERS, INTO ZORDON'S ASTRAL FORM. Zordon grows BRIGHTER and BRIGHTER and then there's a DAZZLING, STROBOSCOPIC EXPLOSION. When the LIGHT FADES WE SEE THE COMMAND CENTER BACK IN ITS ORIGINAL, PRISTINE FORM. Zordon's youthful face once again looks down from within his pillar of light, his eyes filled with a fierce pride.Alpha jumps up and down like a child.Alpha sees the Ecto-Morphicon machines on the VIEWING GLOBE.They TELEPORT out.

CLOSE ON IVAN as he TURNS INTO CAMERA, a startled look on his face.He looks down on the street as the COLUMNS OF LIGHT SHOOT DOWN AND THE POWER RANGERS APPEAR.

The Rangers watch as Hornitor and Scorpitron come THUNDERING down the street toward them.We hear Alpha on Tommy's wrist communicator.One after another they click their new coins into their morphers and go into their stances.From the sky, the six new ANIMAL ZORDS BURST FORTH LIKE THUNDERING, MECHANICAL GODS. The Rangers look up at the TOWERING ASSAULT VEHICLES in awe.

We see VARIOUS SHOTS of the Rangers DROPPING INTO their respective cockpits.

Fred, Bulk and Skull watch a sleek monorail pulling in. Skull talks with a mouth full of pizza.The train glides to a complete stop and the doors SLIDE OPEN .The youngsters pile through the doors, quickly filling up the entire monorail.

The parents round a corner, advance down the street like machines.

ATTACK WITH A RELENTLESS FEROCITY. There's all kinds of CRASHING and BASHING and EXPLOSIONS! There's a BLAM, BLAM, BLAM as Scorpitron REPEATEDLY FIRES his cannon arm at the Bear Zord, who in turn DEFLECTS THE VOLLEYS. Hornitor shoots a BLAST from it's stinger, the Crane Zord dodges the FIERY ERUPTION.Scorpitron repeatedly KICKS at the Frog Zord with it's BLADED FEET, SENDING UP OSCILLATORY DISCHARGES, at the same time SLASHING WITH IT'S LETHAL CLAWS.Hornitor BORES IT'S DRILL ARM INTO THE APE ZORD, SENDING EXPLOSIONS OF SPARKS.The Bear Zord CHARGES HORNITOR and the two Mastodons go CRASHING BACKWARD.Hornitor SEARS the Wolf Zord with it's needle-nose. In retaliation, the Wolf Zord POUNCES, KNOCKING HORNITOR INTO THE STREET. Now the Falcon Zord SWOOPS THROUGH THE AIR.He FIRES BOOSTER ROCKETS, STRAFING SCORPITRON WITH AN INTENSE FUSILLADE. Hornitor gets back up -- the Ape Zord SWINGS DOWN FROM BILLBOARD, RAMS HIM FEET FIRST, SENDS HIM CATAPULTING BACK.Scorpitron FIRES A VOLLEY at the Frog Zord -- the Zord BOUNDS THROUGH THE AIR, AVOIDING THE BLAST, COMES CRASHING DOW ON TOP OF SCORPITRON. The Falcon Zord swoops in and blasts Scorpitron who BLOWS UP INTO A BILLION FLAMING PARTICLES!Mordant and Goldar watch popeyed as IVAN'S BODY STRETCHES OUT LIKE A HUGE PIECE OF GUM. He STRETCHES and STRETCHES until his head BURSTS THROUGH THE STOMACH OF SCORPITRON. We hear a resounding SNAP AS IVAN'S FEET ARE RELEASED FROM THE ROOFTOP AND HIS ENTIRE BEING SPURTS INSIDE THE GIANT'S BELLY. Now there's all sorts of GURGLING and SLURPING sounds as the monster's face SHAPE-SHIFTS INTO IVAN'S FACE! He grins, revealing his silver tooth.There's amazing PYROTECHNICS AS FIVE ANIMAL ZORDS MERGE TOGETHER AND TRANSFORM INTO THE NINJA MEGAZORD.

As Alpha watches the battle on the viewing globe, he does little jig.

The Rangers are side by side, each of them handling different controls.

There's plenty of GRINDING and SCRAPING as the MEGAZORD RISES UP TO ITS FULL, TOWERING HEIGHT.The behemoths CHARGE each other and the mother of all battles begins.

The parents continue to advance through the city like robots. OMITTED

The battle continues. Remarkably, these enormous machines pull off DOUBLE PUNCHES, DROP KICKS, ROUNDHOUSE HOOKS, SPINBACK KICKS -- YOU NAME IT!BOOM, BOOM, BOOM, BOOM -- The Megazord STRAFES Ivan/Scorpitron with EXPLODING MISSILES.Ivan/Scorpitron SINGES the Megazord with a DEVASTATING LASER BLAST, SENDING IT TUMBLING BACKWARD.The Falcon Zord SWOOPS IN, STRAFING Ivan/Scorpitron with gunfire. Ivan/Scorpitron now turns to Angel Grove Tower and grabs hold of it.

Mordant grabs on to Goldar.Goldar TAKES FLIGHT with Mordant CLINGING DESPERATELY TO ONE OF HIS LEGS.

Ivan/Scorpitron RIPS THE TOWER OUT AND USES IT AS A SWORD TO BATTLE THE MEGAZORD.The giant SWINGS THE TOWER, BATTERING THE MEGAZORD MERCILESSLY.The POWER SWORD DROPS FROM THE HEAVENS, PIERCES THE GROUND. Megazord grips the handle, raises it to the sky.The sword is STRUCK BY THUNDERBOLTS and now the behemoths SLASH and PARRY WITH CATACLYSMIC BURSTS OF SPARKS. Ivan/Scorpitron takes a swing and the TOWER SMASHES INTO MONORAIL, SHATTERING A TWENTY FOOT SECTION OF AN OVERPASS Ivan/Scorpitron continues backing the Megazord toward an enormous power station.He takes a final, DEVASTATING BLOW, SENDS MEGAZORD HURTLING THROUGH THE AIR AND DOWN INTO GIANT GENERATORS. There's an APOCALYPTIC FIREWORKS DISPLAY AS TEN MILLION VOLTS COURSE THROUGH MEGAZORD.

The kids are SHOWERED WITH SPARKS - ELECTRICAL TENTACLES SPLAY THROUGHOUT THE COCKPIT.90A OMITTED 90A

Rolls clear, SMOKE AND SPARKS SPITTING FROM ITS JOINTS.IVAN PICKS UP THE PROSTRATE MEGAZORD, RAISES IT OVER HIS HEAD AND THROWS IT.BUILDING IS DEMOLISHED.

He HURTLES THE MEGAZORD INTO A BUILDING with a sign that "Angel Grove First National Bank". The ENTIRE SIDE OF THE

Looks on in shock at the huge rupture in the tracks ahead.He YANKS the emergency cord. It doesn't work!

has almost reached the rupture. Suddenly the Falcon Zord SWOOPS IN AND FILLS THE RIFT. The monorail miraculously SLIDES across the back of the zord and continues down the tracks.

Fred, Bulk, Skull and the hundreds of kids CHEER WILDLY. We hear: "Right on!", "All right Power Rangers!", "Awesome!"

The kids watch as Ivan reaches the top of the building, gazes up at the stormy skies.There's more SLURPING and BUBBLING AS HIDEOUS, BAT-LIKE WINGS ERUPT FROM HIS BACK. The wings FAN OUT and Ivan/Colossus DIVES INTO THE AIR AND SOARS UP INTO THE HEAVENS.

The Falcon Zord SWOOPS down and latches on to the back of the Megazord. Now the Megazord GLOWS WITH A TRANSCENDENTAL LUMINESCENCE and GLORIOUS WINGS SPREAD OUT FROM IT'S BACK.

Tommy DROPS INTO a seat beside the other Rangers.Billy throws a switch.

Fred, Bulk, Skull and the entourage of kids come rushing toward the construction site. They can see the parents heading toward the drop off.Fred thinks for a moment, his eyes settling on a large tanker truck.

KAPAOW!!! SPARKS EXPLODE AND METAL CRUNCHES AS THE TWO GIANTS GO CATAPULTING OFF INTO OUTER SPACE.

Zedd and Rita are now half-buried in snow, both of them blue in the face. As usual, Rita is ranting away.Zedd shakes his head in misery.Zedd and Rita react as they see Ivan/Colossus and Megazord shooting out into the stars.

The two behemoths HURTLE THROUGH SPACE while POUNDING, SLASHING and RIPPING at each other.Now Ivan/Colossus goes to town on Megazord. WHOMP! THWACK! CRUNCH! He SMASHES the machine mercilessly.

The cockpit fills with smoke, SPARKS erupt from panels, EMERGENCY LIGHTS FLASH.

Ivan/Colossus BASHES the Megazord so hard that the machine does MULTIPLE CARTWHEELS through the cosmos. Ivan/Colossus makes a KAMIKAZE-DIVE straight for MegazordHe BASHES the Megazord, SENDS IT SPIRALING.

FLAMES ERUPT in the cockpit - everything SHAKES and RATTLESBiily punches information into a keyboard.We get Ivan into the Comets PATH--

Fred is standing beside the water truck holding a large hose Bulk and Skull are in the truck cabin trying to start the engine. It turns over but it won't catch.The parents are now five feet from the drop off. Bulk turns the key again and the engine starts up.He LETS IT RIP -- A POWERFUL JET OF WATER ARCS THROUGH THE AIR AND SHOWERS DOWN ON THE PARENTS. They're about a foot away from the drop when they come to a standstill, all of them sharing confused looks. There's all sorts of CHEERS as parents and kids are reunited. Fred runs into his father's arms.Bulk turns to Skull, holds out his arms.They embrace -- Skull practically gets crushed by his burly friend. OMITTED

Ivan/Colossus SLAMS into Megazord again and the pair go TWISTING THROUGH THE STARS. Ivan/Colossus gets the Megazord into a lethal bear hug.

Ivan/Colossus continues to SQUEEZE Megazord. We hear SCREECHING METAL and BURSTING VALVES.

Ivan/Colossus continues to SQUEEZE Megazord, oblivious to the COMET BOMBING TOWARD HIM. Megazord struggles fiercely to break free.

Aisha opens a metal switch cover.Inside is a red switch with a sign: "FOR EMERGENCY USE ONLY"She flicks the switch.

Ivan/Colossus is about to CRUSH Megazord into oblivion whEn Megazord's KNEE SUDDENLY RISES WITH LIGHTNING SPEED AND KICKS IVAN/COLOSSUS RIGHT IN THE GROIN. Ivan/Colossus releases Megazord and DOUBLES OVER IN PAIN.

Megazord WINGS OUT OF THE WAY as the COMET BLASTS STRAIGHT TOWARD IVAN/COLOSSUS. In the last second, he see the HURTLING ORB.Now we witness the EXPLOSION TO END ALL EXPLOSIONS as Ivan/Colossus is TRANSFORMED INTO A BILLION FLAMING PARTS HURTLING THROUGH OUTER SPACE.

Rita and Zedd both look immensely pleased.KAPOW -- Zedd and Rita APPEAR BACK IN ZEDD'S PALACE IN ORIGINAL SIZE, both of them still covered in snow.

The Rangers are gathered around Zordon, holding their helmets in their hands.The Rangers literally beam. Alpha holds up a camera.The kids share amused looks and all together they LEAP IN THE AIR, PUMPING THEIR FISTS UP VICTORIOUSLY.WE FREEZE FRAME. BEGIN CLOSING CREDITS.

Rita and Zedd chase Mordant and Goldar around the palac BLASTING them with their staffs.She WHACKS Goldar.Zedd BLASTS Mordant, SINGING his hairy behind.FADE OUT.

The bar is dirty , more than a little run down . If there is ever a cook on duty , he 's not here now . As we pan across several empty tables , we can almost smell the odor of last nights beer and crushed pretzels on the floor .As the camera rises , we find FOUR YOUNG MEN seated around a table near the back of the bar .The guy holding court is CHUCKIE SULLIVAN , 20 , and the largest of the bunch . He is loud , boisterous , a born entertainer . Next to him is WILL HUNTING , 20 , handsome and confident , a softspoken leader . On Will 's right sits BILLY MCBRIDE , 22 , heavy , quiet , someone you definitely would n't want to tangle with . Finally there is MORGAN O'MALLY , 19 , smaller than the other guys . Wiry and anxious , Morgan listens to Chuckie 's horror stories with eager disgust . All four boys speak with thick Boston accents . This is a rough , working class Irish neighborhood and these boys are its product .Chuckie is really laughing now .Morgan gives Will a look , but Will only smiles .The opening credits roll over a series of shots of the city and the real people who live and work there , going about their daily lives . We see a panoramic view of South Boston . Will sits in his apartment , walls completely bare . A bed , a small night table and an empty basket adorn the room . A stack of twenty or so LIBRARY BOOKS sit by his bed . He is flipping through a book at about a page a second . Chuckie stands on the porch to Will 's house . His Cadillac idles by the curb . Will comes out and they get in the car . We travel across crowded public housing and onto downtown . Finally , we gaze across the river and onto the great cementdomed buildings that make up the M.I.T. campus .

Oh my God, I got the most fucked up thing I been meanin' to tell you.

Well you know how he loves animals right? Anyway, last week he's drivin' home.

I'm sorry,'cause you know Mikey, the fuckin guy loves animals, and this is the last person you'd want this to happen to.

Okay. He's driving along and this fuckin' cat jumps in front of his car, and so he hits this cat -

- and he's like `` shit! Motherfucker!'' And he looks in his rearview and sees this cat - I'm sorry -

So he sees this cat tryin to make it across the street and it's not lookin' so good.

So Mikey's like `` Fuck, I got ta put this thing out of its misery'' - So he gets a hammer -

out of his tool box, and starts chasin' the cat and starts whackin' it with the hammer. You know, tryin' to put the thing out of its misery.

And all the time he's apologizin' to the cat, goin' `` I'm sorry.'' BANG, `` I'm sorry.'' BANG!

And this Samoan guy comes runnin' out of his house and he's like `` What the fuck are you doing to my cat?!'' Mikey's like `` I'm sorry'' - BANG -'' I hit your cat with my truck, and I'm just trying to put it out of it's misery'' - BANG! And the cat dies. So Mikey's like `` Why do n't you come look at the front of the truck.'''Cause the other guy's all fuckin flipped out about -

Yeah, so he's like `` Check the front of my truck, I can prove I hit it'cause there's probably some blood or something'' -

And so they go around to the front of his truck. and there's another cat on the grille.

Casey's bouncin' at a bar up Harvard. We should go there sometime.

Morgan, I'm not goin' to `` Kelly's Roast Beef'' just cause you like the take - out girl. It's fifteen minutes out of our way.

All right Morgan, fine. I'll tell you why we're not going to `` Kelly's.'' It's because the take - out bitch is a fuckin' idiot. I'm sorry you like her but she's dumb as a post and she has never got our order right, never once.

Would you shut the fuck up! I know what you ordered, I was there!

Well give me your fuckin' change and we'll put your fuckin' sandwich on layaway.

NO SHE DID N'T GET YOUR DOUBLE BURGER! IT'S ALL FUCKIN' FLYIN' FISH FILET!

Cause fuckin' Morgan's got a crush on her, we always go there and when we get to the window he never says a fuckin' word to her, he never even gets out of the car, and she never gets our order right cause she's the goddamn MISSING LINK!

You're goin'. And if you're not out there in two fuckin' seconds, when I'm done with them you're next!

So, this is a Harvard bar, huh? I thought there'd be equations and shit on the wall.

Hey, come on pal we're in classes all day. That's one thing about Harvard never seizes to amaze me, everybody's talkin' about school all the time.

To tell you the truth, I was n't there much. The class was rather elementary.

Plus, it's like, five to two Morgan ends up marryin' her. There's only so many times you can bang your friend's future wife.

Two weeks? That's nothin'. My Uncle Marty? Will knows him. That guy fuckin' drinks like you've never seen! One night he was drivin' back to his house on I - 93 - Statie pulls him over.

Guy's tryin' to walk the line - but he ca n't even fuckin' stand up, and so my uncle's gon na spend a night in jail. Just then there's this fuckin' BOOM like fifty yards down the road. Some guy's car hit a tree.

Yeah, he was probably drunker than my Uncle, who fuckin' knows? So the cop goes `` Stay here'' And he goes runnin' down the highway to deal with the other crash. So, my Uncle Marty's standin' on the side of the road for a little while, and he's so fuckin' lit, that he forgets what he's waitin' for. So he goes, `` Fuck it.'' He gets in his car and drives home.

So in the morning, there's a knock on the door it's the Statie. So my Uncle's like, `` Is there a problem?'' And the Statie's like `` I pulled you over and you took off.'' And my Uncle's like `` I never seen you before in my life, I been home all night with my kids.'' And Statie's like `` Let me get in your garage!'' So he's like `` All right, fine.'' He takes around the garage and opens the door - and the Statie's cruiser is in my Uncle's garage.

No, he was so hammered that he drove the police cruiser home. Fuckin' lights and everything!

The fuckin' Trooper was so embarrassed he did n't do anything. The fuckin' guy had been drivin' around in my Uncle's car all night lookin' for the house.

Just'cause you do n't have to sleep in the one room palace, do n't start thinkin' you're bad.

Since this is obviously not my first time in such altercations, let me say this :

At the current time I am looking at a number of different fields from which to disseminate which offer is most pursuant aid to my benefit.

What do you want? What do I want? What does anybody want? Leniency.

- These circumstances are mitigated. Right now. They're mitigated.

A retainer. Nobody in this town works without a retainer. You think you can find someone who does, you have my blessin'. But I think we all know that person is n't going to represent you as well as I can.

Allegedly, what I am saying is your situation will be concurrently improved if I had two hundred sheets in my pocket right now.

Come now. what do you think I am, a juvenile? You do n't got any money on you right now. You think I'm gon na take a check?

You're suspect. I do n't know what your reputation is, but after the shit you tried to pull today, you can bet I'll be looking into it. Any conversations you want to have with me heretofore, you can have with my attorney. Gentlemen, keep your ears to the grindstone.

What? No. This is my mother's house. I do n't live with my mother. I just stop by, help out. I'm good like that.

If she starts yelling again I might have to run in real quick and beat her with the stick again but.

I really do n't know what to say. Look, I lie to women all the time. That's just my way.

Last week Morgan brought these girls down from Roslindale. I told them I was a cosmonaut. They believed me. But Will's not usually like that -

All I can say is ; I known Will a long time - And I seen him with every girl he's ever been with. But I've never seen him like this before, ever with anyone, like how he is with you.

Morgan, if you're watchin' pornos in my mom's room again I'm gon na give you a fuckin' beatin'!

I do n't know what to tell ya. You know all the girls I been with. You been with'em too, except for Cheryl McGovern which was a big mistake on your part brother.

Yah, but it's better than this shit. At least you'd make some nice bank.

Look, you're my best friend, so do n't take this the wrong way, but in 20 years, if you're livin' next door to me, comin' over watchin' the fuckin' Patriots' games and still workin' construction, I'll fuckin' kill you. And that's not a threat, that's a fact. I'll fuckin' kill you.

Fuck you. You owe it to me. Tomorrow I'm gon na wake up and I'll be fifty and I'll still be doin' this. And that's all right'cause I'm gon na make a run at it. But you, you're sittin' on a winning lottery ticket and you're too much of a pussy to cash it in. And that's bullshit'cause I'd do anything to have what you got! And so would any of these guys. It'd be a fuckin' insult to us if you're still here in twenty years.

Let me tell you what I do know. Every day I come by to pick you up, and we go out drinkin' or whatever and we have a few laughs. But you know what the best part of my day is? The ten seconds before I knock on the door'cause I let myself think I might get there, and you'd be gone. I'd knock on the door and you would n't be there. You just left.

Little Morgan's got a lot a scrap, dude. I'd rather fight a big kid, they never fight, everyone's scared of'em. You know how many people try to whip Morgan's ass every week? Fuckin' kid wo n't back down.

Yeah, I figured now that you got your big job over in Cambridge, you needed some way to get over there and I knew I was n't gon na drive you every day.

Me and Bill scraped together the parts, worked on it. Morgan was out panhandlin' every day.

Guy's been up my ass for two years about a fuckin' job. I had to let him help with the car.

Fuck you. I re - built the engine myself. That thing could make it to Hawaii if you wanted it to.

You think I'm afraid of you, you big fuck? You're crowdin' the plate.

Yah, Bobby Champa. He used to beat the shit outta' me in Kindergarten.

Hey, Bobby Champa! I went to Kindergarten with you right? Sister Margaret's class.

Yeah, you're all invited over to Morgan's house for a complementary fish sandwich.

Of course that's your contention. You're a first year grad student. You just finished some Marxian historian, Pete Garrison prob ` ly, and so naturally that's what you believe until next month when you get to James Lemon and get convinced that Virginia and Pennsylvania were strongly entrepreneurial and capitalist back in 1740. That'll last until sometime in your second year, then you'll be in here regurgitating Gordon Wood about the Pre - revolutionary utopia and the capital - forming effects of military mobilization.

`` Wood drastically underestimates the impact of social distinctions predicated upon wealth, especially inherited wealth.'' You got that from `` Work in Essex County,'' Page 421, right? Do you have any thoughts of your own on the subject or were you just gon na plagiarize the whole book for me?

Look, do n't try to pass yourself off as some kind of an intellect at the expense of my friend just to impress these girls.

The sad thing is, in about 50 years you might start doin' some thinkin' on your own and by then you'll realize there are only two certainties in life.

One, do n't do that. Two - you dropped a hundred and fifty grand on an education you coulda' picked up for a dollar fifty in late charges at the Public Library.

And if you got a problem with that, I guess we can step outside and deal with it that way.

Great, or maybe we could go somewhere and just eat a bunch of caramels.

When you think about it, it's just as arbitrary as drinking coffee.

But at twelve - fifteen I was gon na come over there and talk to you.

There is a lengthy legal precedent, Your Honor, going back to 1789, whereby a defendant may claim self - defense against an agent of the government where the act is shown to be a defense against tyranny, a defense of liberty -

Henry Ward Beecher proclaimed, in his Proverbs From Plymouth Pulpit back in 1887, that `` Every American citizen is by birth, a sworn officer of the state. Every man is a policeman.'' As for the other officers, even William Congrave said ; `` he that first cries out ` stop thief' is ` oft he that has stolen the treasure.''

I am afforded the right to speak in my own defense by our constitution, Sir. The same document which guarantees my right to liberty. `` Liberty,'' in case you've forgotten, is `` the soul's right to breathe, and when it can not take a long breath laws are girded too tight. Without liberty, man is a syncope.''

It's Will, the really funny good looking guy you met at the bar?

Okay, you got me. It's the ugly, obnoxious, toothless loser who got drunk and would n't leave you alone all night.

Yeah, I figured maybe sometime this week we could go to a cafe and have some caramels.

That's why I love stock - car racin'. That Dale Ernhart's real good.

I could work the pit maybe, but I could never drive like Dale Ernhart -

Yeah, I read your book. `` Mike'' had the same problems as `` Chad'' the stockbroker.

No, but, I mean you know. I do other things. That no one knows about.

It's just that feeling when you can take your shirt off and really dance.

C'mon, I read your book. I talked to you. It's just something I know to be true.

I'm sure you do. You probably got a real nice house, nice car - your book's a best seller.

Look, man. I do n't care if you're putting from the rough. There are solid arguments that some of the greatest people in history were gay ; Alexander the Great, Caesar, Shakespeare, Oscar Wilde, Napoleon, Gertrude Stein, not to mention Danny Terrio, not many straight men can dance like that.

If you wan na hit `` Ramrod,'' take your shot. Take some pride in it. You go to church? So fuckin' what, God loves you. I mean, Christ. A guy as well known as you? By the time you put your disguise on and skulk out of the house Sunday nights you probably look like `` Inspector Clouseau.''

You're getting defensive. Henry. And hey, chief - tell the wife, at least. Christ, set her free.

What? Hey, look buddy my time's almost up. You want me to sit here for an hour and write it out?

Look, I'll give you the key steps to it but I'm not gon na do the whole thing.

You color - code it. Half - red, half - black. If that's an integer -

Yeah, when do I get my hypnosis? You guys been talkin' for twenty minutes.

But the figure tells me everything's gon na be all right.'Cause the figure's a Libra too. And we start dancin' and it's beautiful -

Oh, come on! You're not pinnin' this one on me. He left, I wanted to talk to him for another twenty minutes. I was havin' fun.

I was kinda' hopin' to get a `` good night laid'' but. I'll take a kiss.

Did you buy all these books retail, or do you send away for like a `` shrink kit'' that comes with all these volumes included?

I'm not here for a fuckin' book report. They're your books, why do n't you read'em?

`` A History of the United States, Volume I.'' If you want to read a real history book, read Howard Zinn's `` A People's History of the United States.'' That book will knock you on your ass.

You people baffle me. You spend all this money on beautiful, fancy books - and they're the wrong fuckin' books.

Poor color composition, lousy use of space. But that shit does n't really concern me.

Maybe you were in the middle of a storm, a big fuckin' storm - the waves were crashing over the bow, the Goddamned mast was about to snap, and you were crying for the harbor. So you did what you had to do, to get out. Maybe you became a psychologist.

That's it is n't it? You married the wrong woman. She leave you? Was she bangin' someone else?

It was great. There was always someone to play with, give you advice.

Marky, Ricky, Danny, Terry, Mikey, Davey, Timmy, Tommy, Joey, Robby, Johnny, and Brian.

All the time. We all live in Southie. I live with three of them now.

So what's with this place? You have a swan fetish? Is this something you'd like to talk about?

No, it was your mother's 900 number. I just ran out of quarters.

You know, I was on this plane once. And I'm sittin' there and the captain comes on and is like `` we'll be cruising at 35,000 feet,'' and does his thing, then he puts the mike down but forgets to turn it off. Then he says `` man, all I want right now is a blow - job and a cup of coffee.'' So the stewardess goes runnin' up towards the cock - pit to tell him the mike's still on, and this guy in the back of the plane goes `` do n't forget the coffee!''

I know what I'm doing. She's different from the other girls I met. We have a really good time. She's smart, beautiful, fun.

Why? So I can realize she's not so smart. That she's boring. You do n't get it. Right now she's perfect, I do n't want to ruin that.

Why not? You told me every other fuckin' thing. You talk more than any shrink I ever met.

Well I think that's a wonderful philosophy, Sean. That way you can go through the rest of your life without having to really know anyone.

Sorry. I'm sorry. Give me another crack at it. Let me take you out.

Did n't your mother ever tell you not to look a gift horse in the mouth?

Do you ever wonder what your life would be like if you never met your wife?

You missed Pudge Fisk's homerun to have a drink with a woman you had never met?

So wait a minute. The Red Sox have n't won a World Series since nineteen eighteen, you slept out for tickets, games gon na start in twenty minutes, in walks a girl you never seen before, and you give your ticket away?

I do n't care if Helen of Troy walked into that bar! That's game six of the World Series!

And what kind of friends are these? They let you get away with that?

I do n't know what the fuck you're doin'. You're givin' us a ride.

Why is it important to you? If I inherited all that money, the only thing important to me would be workin' on my swing.

Instead you're going to bust your ass for five years so you can be broke?

I'm trying to explain it to you. So you play the piano. When you look at the keys, you see music, you see Mozart.

Well all right, Beethoven. He looked at a piano and saw music. The fuckin' guy was deaf when he composed the Ode to Joy. They had to turn him around to take a bow because he could n't hear the crowd going crazy behind him. Stone deaf. He saw all of that music in his head.

Not a lick. I look at a piano and I see black and white keys, three pedals and a box of wood. Beethoven, Mozart, they looked at it and it just made sense to them. They saw a piano and they could play. I could n't paint you a picture, I probably ca n't hit the ball out of Fenway Park and I ca n't play the piano -

Can I ask you a favor, can we do this at Sean's from now on?'Cause I leave work to come here and the fuckin' commute is killin' me -

I could n't go'cause I had a date. So I sent my chief negotiator.

Maybe I do n't want to spend my life sittin' around and explaining shit to people.

And I'm sorry you ca n't do this. I really am.'Cause if you could I would n't be forced to watch you fumble around and fuck it up.

'Cause that's a serious thing you're sayin'. I mean, we might be in California next week and you could find out somethin' about me that you do n't like. And you might feel like `` hey this is a big mistake.''

But you ca n't take it back,'cause you know it's real serious and you ca n't take somethin' like that back. Now I'm in California,'cause you asked me to come. But you do n't really want me there. And I'm stuck in California with someone who really does n't want me there and just wishes they had a take - back.

Do n't tell me about my world. You're the one that's afraid. You just want to have your little fling with the guy from the other side of town and marry -

some prick from Stanford that your parents will approve of. Then you'll sit around with the rest of the upper crust kids and talk about how you went slummin' too.

Oh, is that what this is about? You want to hear that I do n't really have any brothers? That I'm a fuckin' orphan? Is that what you want to hear?

You do n't want to hear that I got cigarettes put out on me when I was a little kid. That this is n't surgery.

You do n't want to hear that. Do n't tell me you want to hear that shit!

What, you want to come in here and save me? Is that what you want to do? Do I have a sign that says `` save me'' on my back?

So why do you think I should work for the National Security Agency?

Come on, that's what you do. You handle more than eighty percent of the intelligence workload. You're seven times the size of the C.I.A.

Why should n't I work for the National Security Agency? That's a tough one.

I'm takin' all these job interviews. So I wo n't just be a construction worker.

Say I'm working at N.S.A. Somebody puts a code on my desk, something nobody else can break. So I take a shot at it and maybe I break it. And I'm real happy with myself,'cause I did my job well. But maybe that code was the location of some rebel army in North Africa or the Middle East. Once they have that location, they bomb the village where the rebels were hiding and fifteen hundred people I never had a problem with get killed.

Now the politicians are sayin' `` send in the Marines to secure the area'''cause they do n't give a shit. It wo n't be their kid over there, gettin' shot. Just like it was n't them when their number got called,'cause they were pullin' a tour in the National Guard. It'll be some guy from Southie takin' shrapnel in the ass. And he comes home to find that the plant he used to work at got exported to the country he just got back from. And the guy who put the shrapnel in his ass got his old job,'cause he'll work for fifteen cents a day and no bathroom breaks. Meanwhile my buddy from Southie realizes the only reason he was over there was so we could install a government that would sell us oil at a good price. And of course the oil companies used the skirmish to scare up oil prices so they could turn a quick buck. A cute, little ancillary benefit for them but it ai n't helping my buddy at two - fifty a gallon. And naturally they're takin' their sweet time bringin' the oil back and maybe even took the liberty of hiring an alcoholic skipper who likes to drink seven and sevens and play slalom with the icebergs and it ai n't too long'til he hits one, spills the oil, and kills all the sea - life in the North Atlantic. So my buddy's out of work and he ca n't afford to drive so he's got to walk to the job interviews which sucks'cause the shrapnel in his ass is givin' him chronic hemorrhoids. And meanwhile he's starvin''cause every time he tries to get a bite to eat the only blue - plate special they're servin' is North Atlantic scrod with Quaker State.

So what'd I think? I'm holdin' out for somethin' better. I figure I'll eliminate the middle man. Why not just shoot my buddy, take his job and give it to his sworn enemy, hike up gas prices, bomb a village, club a baby seal, hit the hash pipe and join the National Guard? Christ, I could be elected President.

Why is it a cop - out? I do n't see anythin' wrong with layin' brick, that's somebody's home I'm buildin'. Or fixin' somebody's car, somebody's gon na get to work the next day'cause of me. There's honor in that.

Who the fuck are you to lecture me about life? You fuckin' burnout! Where's your `` soul - mate?!''

Dead! She dies and you just cash in your chips. That's a fuckin' cop - out!

That's right. And you fuckin' lost! And some people would have the sack to lose a big hand like that and still come back and ante up again!

Yeah, sit in a room and do long division for the next fifty years.

What do I want a way outta here for? I want to live here the rest of my life. I want to be your next door neighbor. I want to take out kids to little league together up Foley Field.

Why is it always this? I owe it to myself? What if I do n't want to?

So, is that my problem? I'm afraid of being abandoned? That was easy.

He used to just put a belt, a stick and a wrench on the kitchen table and say `` choose.''

So what do you got, a fuckin' Hyundai engine under there? Can I make it back to my house?

Over at Tri - tech. One of the jobs Professor Lambeau set me up with. I have n't told him yet, but I talked to my new boss over there and he seemed like a nice guy.

Listen, I'll be nearby so, if you need some help, or you get stuck again, do n't be afraid to give me a call.

Sean - If the Professor calls about that job, just tell him, `` Sorry, I had to go see about a girl.''

No, why did n't you fight him at the park if you wanted to? I'm not goin' now, I'm eatin' my snack.

How fuckin' retarded do you have to be to get shit - canned from that job? How hard is it to push a fuckin' broom?

There goes that fuckin' Barney right now, with his fuckin' `` skiin' trip.'' We should' a kicked that dude's ass.

What are you, retarded? You went all the way out there in the rain and you did n't have the number?

Will, I ca n't believe you brought Skylar here when we're all wrecked. What's she gon na think about us?

Oh great, tell her that! Now she really thinks we're problem drinkers!

You thought we forgot, did n't you? I know I'm gettin' my licks in.

Fuck you, I did the body work. Whose fuckin' router you think sanded out all that bondo?

Yah, restructurin' the amount of retards they had workin' for them.

Yeah, now that you can drink legally, we thought the best thing to get you was a car.

The classroom is packed with graduate students and TOM . PROFESSOR LAMBEAU -LRB- 52 -RRB- is at the lectern . The chalkboard behind him is covered with theorems .Many of you probably had this as undergraduates in real analysis . It wo n't hurt to brush up . I am also putting an advanced fourier system on the main hallway chalkboard - Everyone groans .Prof. Lambeau holds up a thin publication entitled `` M.I.T. Tech . '' Everyone laughs .More laughs .A smattering of applause . Students pack their bags .

I'm hoping that one of you might prove it by the end of the semester. The first person to do so will not only be in my good graces, but go on to fame and fortune by having their accomplishment recorded and their name printed in the auspicious `` M.I.T. Tech.''

Former winners include Nobel Laureates, world renowned astro - physicists, Field's Medal winners and lowly M.I.T. professors.

Well, whoever You are, I'm sure you'll find this one challenging enough to merit coming forward with your identity. That is, if you can do it.

I look around and see young people who are my students, young people who are not my students as well as some of my colleagues. And by no stretch of my imagination do I think you've all come to hear me lecture.

But rather to ascertain the identity of who our esteemed `` The Tech'' has come to call `` The Mystery Math Magician.''

Whoever you are, you've solved four of the most difficult theorems I've ever given a class. So without further ado, come forward silent rogue, and receive thy prize.

Well, I'm sorry to disappoint my spectators, but it appears there will be no unmasking here today. I'm going to have to ask those of you not enrolled in the class to make your escape now or, for the next three hours be subjected to the mundities of eigenvectors.

However, my colleagues and I have conferred. There is a problem on the board, right now, that took us two years to prove. So let this be said ; the gauntlet has been thrown down. But the faculty have answered the challenge and answered with vigor.

Do n't you walk away from me. This is people's work, you ca n't graffiti here.

Could you just check, because the young man who works in my building -

I've spoken with the judge and he's agreed to release you under my supervision.

I've already spoken to one therapist, his name is Henry Lipkin and he's a friend of mine. He's also published four books and is widely considered to be one of the brightest men in his field.

I'm sure it'll be better than spending the next six months in jail.

This rectangle is subdivided into rectangles. One edge of an inner rectangle is an integer. Can you prove that one edge of the larger rectangle is an integer?

It would appear we got that proof in under the wire after all. It's not how hard you look at things, young man, it's the way you look at them. If you take aim before you fire, you will find the most difficult problems become, quite literally, child's play.

Will, you've managed to offend four of my colleagues so much that they refused to come back. You're meeting with the leading hypnotist in the country next week and Tom and I plan to sit in on the sessions, so I expect you to behave appropriately.

He was alive over a hundred years ago. He was Indian. Dots, not feathers.

So this Ramanujan lived in a tiny hut in India. No formal education, no access to other works. But he came across an old math book and from this basic text he was able to extrapolate theories that had baffled mathematicians for years.

That's right, Sean. He mailed it to a professor at Cambridge who immediately recognized the brilliance in his work and brought Ramanujan to England.

They worked together for the remainder of their lives, producing some of the most exciting math theory ever done. Ramanujan's genius was unparalleled, Sean. This boy is like that. But he's very defensive and I need someone who can get through to him.

It's a poker game with this young man. Do n't let him see what you've got.

What do you mean `` he did n't talk?'' You sat there for an hour?

Oh, what is this? Some kind of staring contest between two kids from the `` old neighborhood?''

Alexander, I know your theory. The boy is updating, he's strategy stealing.

- But what he's doing, he's attaching an edge to the adjacent vertex. He can always failsafe to either side -

Was I exaggerating in nineteen eighty - four when I told you I'd win the Field's medal within two years?

Maybe you should. My phone's been ringing off the hook with job offers.

Cutting edge mathematics. Think tanks. The kind of place where a mind like Will's is given free reign.

Excuse me, Timmy. Could you help us? We're trying to settle a bet.

Sean, in 1905 there were hundreds of Professors who were renowned for their study of the universe. But it was a 26 - year - old Swiss Patent clerk, doing physics in his spare time, who changed the world, Sean. Can you imagine if Einstein had given that up? Or gotten drunk with his buddies in Vienna every night? All of us would have lost something. And I'm quite sure Timmy never would have heard of him.

No, Sean. This boy has that gift. He just has n't got the direction. We can give that to him.

You see, Sean? That's exactly not the point. No one remembers that. They -

This boy can make contributions to the world. We can help him do that.

Look, I do n't know what else I can say. I'm not sitting at home every night, twisting my mustache and hatching a plan to ruin the boy's life. But it's important to start early. I was doing advanced mathematics at eighteen and it still took me twenty - three years to do something worthy of a Field's medal.

No, no you hear me out, Sean. This young man is a true prodigy -

Sean, I came here today out of courtesy. I wanted to keep you in the loop. As we speak the boy is in a meeting I set up for him over at Tri - tech.

This is going to be very embarrassing. Have you ever considered -

Will, on your own time, you can do what you like. When I set up a meeting, with my associates, and you do n't show up it reflects poorly on me.

I'll cancel every meeting right now. I'll give you a job myself. I just wanted you to see what was out there.

Sure, then you'd have more time to sit around and get drunk. Think of how many fights you could have been in by now.

You're right, Will. I ca n't do that proof and you can. And when it comes to this there are only twenty people in the world that can tell the difference between you and me. But I'm one of them.

Yes. That's right, Will. Most days I wish I never met you. Because then I could sleep at night. I would n't have to walk around with the knowledge that someone like you was out there. And I would n't have to watch you throw it all away.

Will, the N.S.A. has been calling me just about every hour. They're very excited about how the meeting went.

What I mean, Sean, is that I'm sitting in your office and the boy is n't here.

Well, if he does n't show up and I have to file a report saying he was n't here and he goes back to jail, it wo n't be on my conscience, Sean.

This is a disaster! I brought you in here to help me with this boy, not to run him out -

And here I am for the second week in a row with my professional reputation at stake -

Ready to falsify documents because you've given him license to walk away from this.

Look Sean, I do n't care if you have a rapport with the boy - I do n't care if you have a few laughs - even at my expense! But do n't you dare undermine what I'm trying to do here.

He has a gift and with that gift comes responsibility. And you do n't understand that he's at a fragile point -

What problems does he have, Sean, that he is better off as a janitor or in jail or hanging around with -

He can handle the work, he can handle the pressure and he's obviously handled you.

Now do n't do that. Do n't you do that! Do n't infect him with the idea that it's okay to quit. That it's okay to be a failure, because it's not okay! If you're angry at me for being successful, for being what you could have been -

Yes you are, Sean. You resent me. And I'm not going to apologize for any success that I've had.

Yes you do. You're angry at me for doing what you could have done. Ask yourself if you want Will to feel that way for the rest of his life, to feel like a failure.

Is that what this is about, Sean? The Field's Medal? Do you want me to go home and get it for you? Then will you let the boy -

That's right! You were smarter than us then and you're smarter than us now! So do n't blame me for how your life turned out. It's not my fault.

You're wrong, Sean. I'm where I am today because I was pushed. And because I learned to push myself!

Sam called me. From Tri - tech. He says you start working for them next week.

Sean, do you have any idea what the odds are against winning the lottery?

The place is a monster indoor funpark . Will , Chuckie , Morgan , and Billy are in adjoining batting cages . Will has disabled the pitching machine in his and pitches to Chuckie . The boys have been drinking . Will throws one to Chuckie , high and tight . Several empty beer cans sit by the cage .Another pitch , inside .Will guns another one , way inside .Chuckie laughs and steps back .Will fires a pitch at Chuckie 's head . Chuckie dives to avoid being hit . He gets up and whips his batting helmet at Will .

SEAN McGUIRE -LRB- 52 -RRB- sits , FORMALLY DRESSED , on the roof of his apartment building in a beat - up lawn chair . Well - built and fairly muscular , he stares blankly out over the city . On his lap rests an open invitation that reads `` M.I.T. CLASS OF '67 REUNION . '' While the morning is quiet and Sean sits serenely , there is a look about his that tells us he has faced hard times . This is a man who fought his way through life . On his lonely stare we :

A thirty year REUNION PARTY has taken over the lawn . A well dressed throng mill about underneath a large banner that reads `` WELCOME BACK CLASS OF ' 72 . '' We find Professor Lambeau standing with a drink in his hand , surveying the crowd . He is interrupted by an approaching STUDENT .

I'm in your applied theories class. We're all down at the Math and Science building.

In the bleachers of the visiting section we find our boys , drinking and smoking cigarettes . Will pops open a beer . The boys have been here a while and it shows . Billy sees something that catches his interest .Their P.O.V. reveals a girl in stretch pants talking to a beefy looking ITALIAN GUY -LRB- BOBBY CHAMPA -RRB-The boys get up and walk down the bleachers .

Lambeau , still in his reunion formal - wear , strides down the hallway , carrying some papers . A group of students have gathered by the chalkboard . They part like the red sea as he approaches the board . Using the papers in hand , he checks the proof . Satisfied , he turns to the class .Dead silence . Lambeau turns to an INDIAN STUDENT .Nemesh shakes his head in awe .Lambeau erases the proof and starts putting up a new one .

The street is crowded as our boys drive down Broadway . They move slowly through heavy traffic , windows down . Chuckie sorts through a large `` KELLY 'S ROAST BEEF '' BAG as he drives .Will holds the wheel for Chuckie as he looks through the bag .Chuckie gets out fries for himself , hands Will his fries .Laughter , Chuckie goes back searching through the bag .Chuckie whips a FISH SANDWICH back to Morgan , then to Billy .Push in on Will who sees something O.S. Will 's P.O.V. reveals BOBBY CHAMPA and his friends walking down the street . One of them casually lobs a bottle into a wire garbage can . It SHATTERS and some of the glass hits a FEMALE PASSERBY who , although unhurt , is upset .Will 's P.O.V. : The woman says something to Bobby . He says something back . By the look on her face , it was something unpleasant .Will is out of the door , jogging toward Bobby Champa . Billy gets out , following Will with a look of casual indifference .Leaving the car , Chuckie opens his door to follow .And with that , Chuckie is out the door .

Will comes jogging up towards BOBBY CHAMPA , calling out from across the street ,Bobby is bewildered by this strange interruption and unsure of Will 's intentions . Just when it looks as though Bobby might remember him , Will DRILLS HIM with a sucker - punch which begins the FIGHT SEQUENCE : 40 FRAMES OVER M. GAYE 'S `` LET 'S GET IT ON . '' Will 's momentum and respectable strength serve to knock the hapless Champa out cold . As soon as Will hits Bobby , his friends CONVERGE ON WILL . Billy JUMPS IN and wrestles one guy to the ground . The two exchange messy punches on the sidewalk . Will is in trouble , back pedaling , dodging punches , trying to avoid being overrun . When Will goes for one guy , another has an open shot and he HAMMERS WILL with a right hand to the head . Will is staggered and bleary , as a second guy winds up for a shot he is BLIND SIDED by Chuckie who hits the kid like he was a tackling sled , lifting him off the ground . Chuckie turns to see Will still outnumbered . It 's all Will can do to stay standing as Morgan DROP KICKS one of Champa 's boys from the hood of a car . Contrary to what we might think , Morgan is actually quite a fighter . He peppers the kid with a flurry of blows . The fight is messy , ugly and chaotic . Most punches are thrown wildly and miss , heads are banged against concrete , someone throws a bottle . In the end , it 's our guys who are left standing , while Bobby 's friends stagger off . Chuckie and Morgan turn to see Will , standing over the unconscious Bobby Champa , still POUNDING him . ANGLE ON WILL : SAVAGE , UGLY , VICIOUS , AND VIOLENT Whatever demons must be raging inside Will , he is taking them out on Bobby Champa . He pummels the helpless , unconscious Champa , fury in his eyes . Chuckie and Billy pull Will away . The POLICE finally arrive on the scene and having only witnessed Will 's vicious attack on Champa , they grab him .

A crowd of onlookers have gathered . Chuckie addresses them .The Police slam Will into the hood of a car .The cop holding Will SLAMS his -LSB- Will 's -RSB- face into the hood , another cop uses a baton to press Will 's face into the car . The look of rage returns to Will 's eye .Will resists . Another cop comes over . Will KICKS HIM IN THE KNEE , dropping the cop . Momentarily freed , Will engages in a fracas with three cops . More converge on Will , who - though he struggles - takes a beating .

Sean sits , exactly as we first saw him , except his tie is now loose and an empty bottle of BUSHMILLS is at his side . He stares out over the City . A MATRONLY LANDLADY comes out of a doorway on the roof .Sean does n't answer .A beat .After a moment , she retreats back down the stairs . Sean does n't move .

Establishing trust is the most important component in making breakthroughs with a patient. Why?

Do n't bullshit me, Vinnie. Did n't your brother give you the notes? Okay. If a patient does n't trust you then they wo n't feel safe enough to be honest with you - then there's no point to them being in therapy. It's like saying - `` Fine, come here and do n't tell me a thing but go home feeling like you're doing something about your problems - and give me my fifty bucks before you leave will ya'!''

If you do n't help them trust you - then there's no way you'll ever get them to sleep with you. And that should be the goal of any good therapist. Insecure women, you know. nail'em when they're vulnerable, that's always been my motto.

Well, it seems we're in the presence of greatness. Professor Gerald Lambeau is a Field's Medal winner. Combunatorial Mathematics. 1986.

Okay, that's all for today. Try and get through Fernald by Monday.

He's from Southie? How many people did you try before you came to me?

I was thinking about what you said to me the other day, about my painting. I stayed up half the night thinking about it and then something occurred to me and I fell into a deep peaceful sleep and have n't thought about you since. You know what occurred to me?

You're just a boy. You do n't have the faintest idea what you're talking about.

So if I asked you about art you could give me the skinny on every art book ever written. Michelangelo? You know a lot about him I bet. Life's work, criticisms, political aspirations. But you could n't tell me what it smells like in the Sistine Chapel. You've never stood there and looked up at that beautiful ceiling. And if I asked you about women I'm sure you could give me a syllabus of your personal favorites, and maybe you've been laid a few times too. But you could n't tell me how it feels to wake up next to a woman and be truly happy. If I asked you about war you could refer me to a bevy of fictional and non - fictional material, but you've never been in one. You've never held your best friend's head in your lap and watched him draw his last breath, looking to you for help. And if I asked you about love I'd get a sonnet, but you've never looked at a woman and been truly vulnerable. Known that someone could kill you with a look. That someone could rescue you from grief. That God had put an angel on Earth just for you. And you would n't know how it felt to be her angel. To have the love be there for her forever. Through anything, through cancer. You would n't know about sleeping sitting up in a hospital room for two months holding her hand and not leaving because the doctors could see in your eyes that the term `` visiting hours'' did n't apply to you. And you would n't know about real loss, because that only occurs when you lose something you love more than yourself, and you've never dared to love anything that much. I look at you and I do n't see an intelligent confident man, I do n't see a peer, and I do n't see my equal. I see a boy. Nobody could possibly understand you, right Will? Yet you presume to know so much about me because of a painting you saw. You must know everything about me. You're an orphan, right?

Do you think I would presume to know the first thing about who you are because I read `` Oliver Twist?'' And I do n't buy the argument that you do n't want to be here, because I think you like all the attention you're getting. Personally, I do n't care. There's nothing you can tell me that I ca n't read somewhere else. Unless we talk about your life. But you wo n't do that. Maybe you're afraid of what you might say.

No, he just sat there and counted the seconds until the session was over. It was pretty impressive, actually.

To show me he does n't have to talk to me if he does n't want to.

And right now you're perfect too. Maybe you do n't want to ruin that.

Well, I think that's a great philosophy Will, that way you can go through your entire life without ever having to really know anybody.

My wife used to turn the alarm clock off in her sleep. I was late for work all the time because in the middle of the night she'd roll over and turn the damn thing off. Eventually I got a second clock and put it under my side of the bed, but it got to where she was gettin' to that one too. She was afraid of the dark, so the closet light was on all night. Thing kept me up half the night. Eventually I'd fall asleep, out of sheer exhaustion and not wake up when I was supposed to cause she'd have already gotten to my alarms.

My wife's been dead two years, Will. And when I think about her, those are the things I think about most. Little idiosyncrasies that only I knew about. Those made her my wife. And she had the goods on me too. Little things I do out of habit. People call these things imperfections Will. It's just who we are. And we get to choose who we're going to let into out weird little worlds. You're not perfect. And let me save you the suspense, this girl you met is n't either. The question is, whether or not you're perfect for each other. You can know everything in the world, but the only way you're findin' that one out is by giving it a shot. You sure wo n't get the answer from an old fucker like me. And even if I did know, I would n't tell you.

I did n't write anything else'cause nobody, including most of my colleagues bothered to read the first one.

Lon? He got married. He has a kid. I kind of lost touch with him after Nancy got sick.

No, that's okay. It's an important question.'Cause you'll have your bad times, which wake you up to the good stuff you were n't paying attention to. And you can fail, as long as you're trying hard. But there's nothing worse than regret.

Why? Because of the pain I feel now? I have regrets Will, but I do n't regret a singel day I spent with her.

October 21, 1975. Game six of the World Series. Biggest game in Red Sox history, Me and my friends slept out on the sidewalk all night to get tickets. We were sitting in a bar waiting for the game to start and in walks this girl. What a game that was. Tie game in the bottom of the tenth inning, in steps Carlton Fisk, hit a long fly ball down the left field line. Thirty - five thousand fans on their feet, screamin' at the ball to stay fair. Fisk is runnin' up the baseline, wavin' at the ball like a madman. It hits the foul pole, home run. Thirty - five thousand people went crazy. And I was n't one of them.

I just slid my ticket across the table and said `` sorry fellas, I got ta go see about a girl.''

No Will, I'm not kiddin' you. If I had gone to see that game I'd be in here talkin' abouta girl I saw at a bar twenty years ago. And how I always regretted not goin' over there and talkin' to her. I do n't regret the eighteen years we were married. I do n't regret givin' up counseling for six years when she got sick. I do n't regret being by her side for the last two years when things got real bad. And I sure as Hell do n't regret missing that damn game.

So she goes runnin' up the aisle and I figure `` fuck it'' and I yell out `` do n't forget the coffee!

Timmy this is Gerry, an old friend of mine. We went to college together.

That's great, Gerry, that there's interest - But I'm not sure he's ready for that.

Einstein. Had two marriages, both trainwrecks. The guy never saw his kids, one of whom, I think, ended up in an asylum - possible Unabomber addition -

Is it Gerry?'Cause I do n't think it's fine with you. Give him time to figure out what he wants.

Someone who challenges you in every way. Who takes you places, opens things up for you. A soul - mate.

That's what I'm saying, Will. You'll never have that kind of relationship in a world where you're afraid to take the first step because all you're seeing are the negative things that might happen ten miles down the road.

It's not about that job. I'm not saying you should work for the government. But, you could do anything you want. And there are people who work their whole lives layin' brick so their kids have a chance at the kind of opportunity you have. What do you want to do?

You're right, Will. Any man who takes a forty minute train ride so those college kids can come in in the morning and their floors will be clean and their trash cans will be empty is an honorable man.

And when they get drunk and puke in the sink, they do n't have to see it the next morning because of you. That's real work, Will. And there is honor in that. Which I'm sure is why you took the job.

I just want to know why you decided to sneak around at night, writing on chalkboards and lying about it.

You and your bullshit. You got an answer for everybody. But I asked you a straight question and you ca n't give me a straight answer. Because you do n't know.

Why is he hiding? Why is he a janitor? Why does n't he trust anybody? Because the first thing that happened to him was that he was abandoned by the people who were supposed to love him the most!

And why does he hang out with his friends? Because any one of those kids would come in here and take a bat to your head if he asked them to. It's called loyalty!

And who do you think he's handling? He pushes people away before they have a chance to leave him. And for 20 years he's been alone because of that. And if you try to push him into this, it's going to be the same thing all over again. And I'm not going to let that happen to him!

That's it. That's why I do n't come to the goddamn reunions! Because I ca n't stand the look in your eye when you see me! You think I'm a failure! I know who I am. I'm proud of who I am. And all of you, you think I'm some kind of pity case! You with your sycophant students following you around. And your Goddamn Medal!

I do n't want your trophy and I do n't give a shit about it!'Cause I knew you when! You and Jack and Tom Sanders. I knew you when you were homesick and pimply - faced and did n't know what side of the bed to piss on!

I do n't blame you! It's not about that! It's about the boy!'Cause he's a good kid! And I wo n't see this happen to him - wo n't see you make him feel like a failure too!

Look, a lot of that stuff goes back a long way. And it's between me and him and it has nothing to do with you.

Oh, this is your file. I have to send it back to the Judge with my evaluation.

My dad used to make us walk down to the park and collect the sticks he was going to beat us with. Actually the worst of the beatings were between me and my brother. We would practice on each other trying to find sticks that would break.

I do n't know a lot, Will. But let me tell you one thing. All this history, this shit.

I just. figured it's time I put my money back on the table, see what kind of cards I get.

I'll be checking in with my machine at the college. If you ever need anything, just call.

Yeah. Summer vacation. Thought I'd travel some. Maybe write a little bit.

I got this mailer the other day. Class of Sixty - five is having this event in six months.

It's on you though, until eight o'clock tonight when I win my money.

You're pretty quick with those numbers. How about the odds of me buying the first round?

Will emerges from the courthouse . Chuckie is waiting for him in the Cadillac with two cups of DUNKIN' DOUGHNUTS coffee . He hands one of them to Will . This feels routine .Chuckie pulls away .

Students walk to class , carrying bags . More than any other , students seem to be heading into one PARTICULAR CLASSROOM .

The classroom is even more crowded than last we saw it . Tom takes notes as Lambeau plays along with the excited environment with mock pomposity and good humor .Laughter .More laughter .He holds up the M.I.T. Tech featuring a silhouetted figure , emblazoned with a large , white question mark . The headline reads `` Mystery Math Magician strikes again . ''The class waits in breathless anticipation . A STUDENT shifts his weight in his chair , making a noise .People start to gather their things and go . Lambeau picks up a piece of chalk and starts writing on the board .

Lambeau comes out of his office with Tom and locks the door . As he turns to walk down the hallway , he stops . A faint TICKING SOUND can be heard . He turns and walks down the hall . Lambeau and Tom come around a corner . His P.O.V. reveals a figure in silhouette blazing through the proof on the chalkboard . There is a mop and a bucket beside him . As Lambeau draws closer , reveal that the figure is Will , in his janitor 's uniform . There is a look of intense concentration in his eyes .Will looks up , immediately starts to shuffle off .Lambeau follows Will down the hall .Will walks out . Lambeau goes to `` fix '' the proof , scanning the blackboard for whatever damage Will caused . He stops , scans the board again . Amazement registers on his face .Down the hall , we hear the DOOR CLOSE . He turns to look for Will , who is gone .

A crowded Harvard Bar . Will and our gang walk by a line of several Harvard students , waiting to be carded .Laughter .After two students flash their ID 's to the doorman -LRB- CASEY -RRB- our boys file past him .With an imperceptible nod , Casey waves our boys through . A fifth kid , a HARVARD STUDENT , tries to follow . He is stopped by Casey 's massive , outstretched arm :

Chuckie is collecting money from the guys to buy a pitcher , all but Morgan cough up some crumpled dollars .

Chuckie returns to a table where Will , Morgan and Billy have made themselves comfortable . He -LSB- Chuckie -RSB- spots two ATTRACTIVE YOUNG HARVARD WOMEN sitting together at the end of the bar . Chuckie struts his way toward the women and pulls up a chair . He flashes a smile and tries to submerge his thick Boston accent .At this point , several interested parties materialize . Morgan Billy and Will try , as inconspicuously as possible , to situate themselves within listening distance . A rather large student in a HARVARD LACROSSE sweatshirt , CLARK -LRB- 22 -RRB- notices Chuckie . He -LSB- Clark -RSB- walks over to Skylar and Lydia , nobly hovering over them as protector . This gets Will , Morgan , and Billy 's attention .At this point , Clark ca n't resist and steps in .Chuckie nods . Clark notices Chuckie 's clothes . Will and Billy exchange a look and move subtly closer .Billy shifts his beer into his left hand . Will and Morgan see this . Morgan rolls his eyes as if to say `` not again . ''Clark looks to see if the girls are impressed . They are not . When Clark looks back to Chuckie , Skylar turns to Lydia and rolls her -LSB- own -RSB- eyes . They laugh . Will sees this and smiles .Will and Billy come forward , stand behind Chuckie .Will , who at this point has migrated to Chuckie 's side and is completely fed - up , includes himself in the conversation .Clark is stunned .Clark is lost now , searching for a graceful exit , any exit .Will catches Skylar 's eye .While Will is substantially smaller than Clark , he -LSB- Clark -RSB- decides not to take Will up on his -LSB- Will 's -RSB- offer .He turns and walks away . Chuckie follows , throwing Clark a look . Morgan turns to a nearby girl .

History? Just `` history?'' It must have been a survey course then.

Hey, I'm the last guy to want to talk about school at the bar. But as long as you're here I want to `` seize'' the opportunity to ask you a question.

Elementary? Oh, I do n't doubt that it was. I remember the class, it was just between recess and lunch.

There's no problem. I was just hoping you could give me some insight into the evolution of the market economy in the early colonies. My contention is that prior to the Revolutionary War the economic modalities especially of the southern colonies could most aptly be characterized as agrarian precapitalist and.

Well, as a matter of fact, I wo n't, because Wood drastically underestimates the impact of -

But I will have a degree, and you'll be serving my kids fries at a drive through on our way to a skiing trip.

I've been sitting over there for forty - five minutes waiting for you to come talk to me. But I'm just tired now and I have to go home and I was n't going to keep sitting there waiting for you.

Skylar. And by the way. That guy over there is a real dick and I just wanted you to know he did n't come with us.

Well, look, I have to go. Got ta' get up early and waste some more money on my overpriced education.

See, it's my life story. Five more minutes and I would have got to hear your best pick - up line.

I'm sorry, I do n't recall meeting anyone who fits that description.

I do n't know, it was just kind of the boring suburban thing. Private school, Harvard, and now Med. School.

I actually figured out that at the end of it, my brain will be worth a quarter of a million dollars. I should n't have told you that.

Well, I'm gon na experiment on you for my anatomy class, then go.

Well, there's this part of the movie that's about how there's always this tension on a first date where both people are thinking about what's going to happen with the whole ` good night kiss' thing.

Yes you have. You were thinking you were gon na get a good night kiss.

You were busy? You know, I really was waiting for you to call me.

You should have called. I have an `` O - chem'' lab due tomorrow and it's impossible.

What about your friends? Or your brothers? When do I get to meet them?

What if I said I would n't sleep with you again until you let me meet your friends?

You men are shameful. If you're not thinking of your wiener then you're acting on its behalf.

And he comes across a bottle, and this Genie pops out. The genie turns to the Irishman and says - `` You've released me from my prison, so I'll grant you three wishes.'' The Irish guy thinks for a minute and says `` What I really want is a pint of Guiness that never empties.'' And - POOF! A bottle appears. He slams it down, and - lo and behold - it fills back up again.

Well, the Irish guy ca n't believe it. He drinks it again, and again - BOOM! It fills back up. So, while the Irish guy is marveling at his good fortune, The Genie is getting impatient, because it's hot and he wants to get on with his freedom. He says `` Let's go, you have two more wishes.'' The Irish guy slams his drink again, it fills back up, he's still amazed. The Genie ca n't take it anymore. He says `` Buddy, I'm boiling out here. What are your other two wishes?''.

The Irish guy looks at his drink, looks at the Genie and says. `` I guess I'll have two more of these.''

Rich? I have an inheritance. It's two hundred and fifty thousand dollars. That's exactly what it'll cost me, minus about five hundred bucks, to go all the way through med school. This is what I'm doing with that money. I could have done anything I wanted. I could have expanded my wardrobe, substantially.

All right, Mr. Nosey Parker. Let me ask you a question? Do you have a photographic memory?

Nobody does organic chemistry for `` fun.'' It's unnecessary. Especially for someone like you.

Yeah. Someone like you who divides his time, fairly evenly, between the batting cages and bars.

How did you do that? I ca n't. I mean even the smartest people I know, and we do have a few at Harvard, have to study - a lot. It's hard.

I ca n't believe it's taken me four years to meet you and I'm going to California in two months, Will.

When I made the decision to come over here it felt right. I had all these rationalizations. I just do n't understand why Will never tells me anything, he wo n't let me get close to him, he tells me these weird lies -

I just wanted to find out what was going on. But now that I'm here it seems strange, does n't it?

I do n't care what his family's like or if he does n't have any brothers, but he does n't have to lie to me.

`` Take - back?'' What is that? I do n't want a take - back. I want you to come to California with me.

Well, what are n't you scared of? You live in your safe little world where nobody challenges you and you're scared shitless to do anything else -

I inherited that money when I was thirteen, when my father died.

Fuck you! You think I want this? That money's a burden to me. Every day I wake up and I wish I could give that back. I'd give everything I have back to spend one more day with my father. But that's life. And I deal with it. So do n't put that shit on me. You're the one that's afraid.

You're afraid of me. You're afraid that I wo n't love you back. And guess what? I'm afraid too. But at least I have the balls to it give it a shot. At least I'm honest with you.

Yes I do. Did you ever think that maybe I could help you? That maybe that's the point, that we're a team?

I do n't want to `` save'' you. I just want to be with you. I love you. I love you!

You know what I want to hear? I want to hear that you do n't love me. If you tell me that, then I'll leave you alone. I wo n't ask any questions and I wo n't be in your life.

Will sits with Morgan at the bar watching with some amusement as Chuckie and Billy play bar basketball game where the players shoot miniature balls at a small basket . In the B.G. occasionally we hear Chuckie shouting `` Larry ! '' When he scores . Skylar emerges from the crowd and approaches Will .Skylar produces a folded piece of paper and offers it to Will .She turns .A beat .

Our boys are walking out of the bar teasing one another about their bar - ball exploits . Across the street is another bar with a glass front . Morgan spots Clark sitting by the window with some friends .Will crosses the street and approaches the plate glass window and stands across from Clark , separated only by the glass . He POUNDS THE GLASS to get Clark 's attention .Clark turns toward Will .Clark does n't get it .Will SLAMS SKYLAR 'S PHONE NUMBER against the glass .Will 's boys erupt into laughter . Angle on Clark , deflated .

The boys make their way home , piled into Chuckie 's car , laughing together .

Shot of car crossing over the Charles St. Bridge , overtaking a red - line train .

Traveling through narrow back roads in Charlestown , passing the Bunker Hill monument .

Lambeau walks into a small garage facility . The area stores lawn machinery and various tools . An older man , TERRY -LRB- 58 -RRB- sits behind the desk reading the BOSTON HERALD sports page . Lambeau has obviously never been here before . He takes in the surroundings , somewhat uncomfortable . Gets dirty .Terry checks a list behind his -LSB- own -RSB- desk . Looks up .Terry takes a beat . Holding all the cards .Terry goes through a stack of paper on his desk . Takes out a card and hands it to Lambeau . Lambeau looks blankly at the card which reads : `` PAROLE EMPLOYMENT PROGRAM . ''

Will stands before JUDGE MALONE -LRB- 40 -RRB- being arraigned . It is fairly unceremonious , the courtroom nearly empty , save Will and the PROSECUTOR . Lambeau walks in from the back .The Judge interrupts to address the prosecutor .Will cranks it up .The Judge interrupts .The Judge opens Will 's CASE HISTORY .A beat , the Judge takes particular notice .Lambeau has to smile , impressed . The Judge shakes his head .The Judge takes a beat . Gives Will a look .The Judge holds a look to Will , who looks down .The Bailiff goes to remove Will from the courtroom .As Will is removed from the courtroom , Lambeau approaches Judge Malone who is stepping down from the bench .An awkward beat . Lambeau waits for some sign of recognition .The Judge offers only a blank look .

Mr. Simmons, Officer McNeely who signed the complaint is n't in my courtroom. Why is that?

He's in the hospital with a broken knee, Your Honor. But I have depositions from the other officers.

June,' 93, assault, Sept.'93 assault. Grand theft auto February' 94.

Where, apparently, you defended yourself and had the case thrown out by citing `` free property rights of horse and carriage'' from 1798.

March,'94 public drunkenness, public nudity, assault. 10/94 mayhem. November' 94, assault. Jan.'95 impersonating a police officer, mayhem, theft, resisting - overturned -

I'm also aware that you're an orphan. You've been through several foster homes. The state removed you from three because of serious physical abuse.

Keep workin' on your arguments, son. A word of advice for trial ; speak English.

A GUARD walks Will down a hallway toward a group of phones .The Guard gives Will a hard look for a beat . Then leaves .Will picks up the phone , dials .

Professor Lambeau sits , waiting . Will is brought in , shackled , by the guard .

Will and Chuckie walk up to an enclosed trampoline . Billy and Morgan prefer to use it for their own version of `` Wrestlemania . '' As Will and Chuckie approach , Billy is on top of a bloodied Morgan and has him in the `` Cobra Clutch . '' Will and Chuckie watch for a beat . Billy tightens his grip .Chuckie turns to Will , conspiratorially as they wait for the fight to finish .Will smiles .

Will sits alone in his one room apartment , reading . A closer look reveals he is reading a self - help PSYCHOLOGY BOOK . Will is flipping through the book at about a page per second . He shakes his head and smiles . Upon finishing the book , he throws it in a nearby WASTEBASKET . Push in on the back of the book where a SMILING PSYCHOLOGIST is pictured .

Will sits in a well decorated Psychologist 's Office . Across from Will sits the same PSYCHOLOGIST , HENRY LIPKIN -LRB- 40 -RRB- , from the book . They are in mid - session .Will gives the Psychologist a furtive look .The Psychologist calmly packs his things .The shrink gets up and walks out .

Now you know Will, and I know, what you need to be doing. You have a gift.

You have a quality - something you were born with, that you have no control over - and you are, in a sense, hiding that by becoming a janitor. And I'm not saying that's wrong. I'm friends with the janitor that works in my building. He's been to my house for dinner. As a matter of fact I did some free consultation for `` Mike'' - that's not his real name. That's in my book.

Yes. The pressures you feel, and again, I am neither labeling nor judging them, are keeping you from fulfilling your potential - you're in a rut. So stop the Tom Foolery - the Shenanigan's, Will.

Well, I'm sorry to disappoint you, but I'm married and I have two children.

No. You know what, Gerry? This is why I do n't do pro - bono anymore. It's not worth it to me.

I do n't have the time. I'm going on national television this week.

The Psychologist comes walking out , much to the surprise of Lambeau and Tom who have been waiting in the lobby .The Psychologist keeps walking .He -LSB- Henry -RSB- is out the door . Lambeau looks to Tom .

Will is in Lambeau 's office . Lambeau is at the board , working on a diagram as Tom takes notes . Will seems disinterested .Lambeau smiles .Lambeau says nothing . Will gets up and goes to the board .Lambeau keeps smiling .Lambeau rises and goes to the board .He draws a vertical line through the diagram .He draws a horizontal line through the diagram . He hands Will the chalk .Will realizes what Lambeau is getting at . In a flash he starts drawing lines through the diagram , energized .Lambeau steps in , writing with him -LSB- Will -RSB- .The two stop . They are silent for a moment . Like two gunfighters after a duel , they put down the chalk .Will gets his coat .

Will sits in a chair across from Lambeau and the HYPNOTIST . Lambeau 's assistant , TOM -LRB- 33 -RRB- takes notes . The Hypnotist makes small talk with Lambeau , who checks his watch .He SNAPS HIS FINGERS and instantly Will 's head goes BACK and his EYES CLOSE . The Hypnotist gives Lambeau a look .Will gets up and stands on one leg . Lambeau is impressed .

Yes, Will. We'll get to that. But first, why do n't you go to sleep for me.

Will is reclining , eyes closed , in a trance - like state . The mood is more serious now .Will flinches .Lambeau makes a sound . The Hypnotist shushes him -LSB- Lambeau -RSB- with his -LSB- Hypnotist 's -RSB- finger . Tom returns to his note - taking .Lambeau and the Therapist trade looks . This is working .Will breaks into song at full volume .The Hypnotist gets up and starts heading towards the door . Will is still singing from `` Sky Rockets . ''He is gone . Will stops singing , laughs .Will gets up and adopts a hypnotic persona in front of Lambeau .Will is out the door . Lambeau turns to Tom .

This is SEAN MAGUIRE 'S `` Dying and Bereavement '' class . Emblazoned on the door is `` room 101 . '' While the lecture hall could hold sixty students , there are less than fifteen here today . Sean Maguire lectures to the class in a resigned tone . Tired of teaching , tired of life , he finds himself resigned to the tedium of teaching core classes to an indifferent student body .A beat .MAUREEN 'S only response is an empty stare .VINNIE looks up .He looks around the room for approval . No one is listening .The students look up , somewhat stunned .Laughter . Sean starts to resume his lecture , when he notices LAMBEAU standing in the back of the room . There is an awkward moment .The students stare blankly .A beat .The class starts to pack up and file out . Lambeau approaches Sean who steps down from the lectern .

Will and Skylar on their first date . They watch a street MAGICIAN doing tricks with a rabbit . The guy 's tricks are pretty good , but his on - stage persona could use some work . He is incessantly repeating the phrase `` this is the rabbit , the rabbit really does the tricks . '' Will gives Skylar a look and they move on .

Will and Skylar walk into the small shop .Will , pulls out a bulging HANDFUL OF CARAMELS .Will goes into all manner of hocus - pocus theatrics . Then shakes his hand wildly . The trick does n't pan out and the caramels go flying all over the store . Skylar laughs .

Lambeau and Sean share a table at this exclusive restaurant . Sean seems slightly out of place in his wrinkled sport coat .

A FRY COOK hands Will and Skylar a pair of CHEESEBURGERS .Will smiles .She laughs .He looks at her .Both of them have cheeseburger in their mouths .They kiss , mouths full of burger . It 's nice . A beat .Will laughs .She smiles .She laughs .

Lambeau and Sean , having finished their meal . Lambeau has been pitching Sean .Sean nods his head .Sean finishes the joke . Lambeau chuckles .Sean gives a slight , knowing smile .Lambeau nods .The waiter comes with the CHECK . Each man reaches for it .Sean relents .

Establishing shot of the red - brick campus . Planes land at nearby Logan airport . Will walks up the steps .

Sean 's office is comfortable . Books are stacked against the wall . There is a PAINTING on the wall behind Sean . Sean is seated behind a desk . Lambeau sits in a chair in the back of the room , next to Tom . A long beat passes , they wait .Sean nods . Will walks in . Everyone stands to greet Will .Sean and Will nod . An awkward moment as the four men stand .Lambeau is slightly embarrassed . Sean smiles at Will 's joke .Lambeau looks at Sean , surprised . Sean 's stare is unwavering . After an awkward moment , Lambeau goes , leaving Sean and Will alone . Will does n't look at Sean for more than a second . He seems more interested in the room . There is a long silence as Sean watches Will .A smile crosses Will 's face as he walks to his chair and sits . He lights a cigarette . Sean continues to watch him . Finally -Will 's eyes flicker up to the shelf for an instant .Sean says this with pride . His determined stare and confident manner catch Will a bit off guard . Will rises from his chair and goes to the shelf .Will returns to his chair . Pause .Sean does not seem at all affected by Will 's attitude . He remains behind the big desk with almost half a smile on his face . Will is aware of Sean 's confidence .Will gets up again and moves around his chair to Sean 's painting . It is a picture of an old sailboat in a tremendous storm - by no means a masterpiece . Will studies it .Sean is walking slowly towards Will .In a flash , Sean has Will by the throat . Will is helpless .

Will walks out of Sean 's office past Lambeau and Tom who are sitting in the hallway .

Sean stands behind his desk in his office , still very much on edge . Lambeau walks in .A pause , Sean is staring at his painting .

Will and Skylar sit in the stands watching the dogs run . They ad lib teasing one another about England , Ireland , and America .She smiles .Will shakes his head .Will shakes his head . Smiles .Skylar smiles .

As we pan across Sean 's small apartment , we find it strewn with dirty clothes and the sink full of dishes . Although , if it were n't for the clutter , the place would feel pretty bare . A framed SPORTS ILLUSTRATED cover featuring a screaming Larry Bird and entitled `` CELTIC PRIDE '' hangs on the wall . Sean sits at the table next to another nearly empty bottle of BUSHMILL 'S IRISH WHISKEY . He is deep in thought .

Will strolls into the office . Sean is waiting there behind his desk . He seems different . More calm . Will and Sean stare at each other for a long moment .Sean stands up .

Sean and Will sit in the bleachers at the mostly empty park . They look out over a small pond , in which a group of schoolchildren on a field trip ride the famous Swan Boats .Will nods quietly .Sean stands ,And walks away .

Will and Chuckie doing demo at the site . They throw cinderblocks out a window into a pile . They are filthy .

Rain pounds South Boston . Chuckie sits with the Cadillac fiddling , humming to the radio . Morgan and Billy sit in the back , sharing a case of beer . Will is at a pay phone .

Will hangs up and runs back to the car , soaked .Laughter . Chuckie pulls away from the curb .There is a long moment of silence in response to Morgan 's attempt at levity . Then laughter .Billy WHIPS his EMPTY BEER CAN off of Morgan 's head .

Will sits across from Sean completely silent and takes out a pack of cigarettes .Will puts the cigarettes away . Sean stares at Will and occasionally at the clock . Sean continues to check the clock on the wall . It is the only clock in the room and it is BEHIND Will . Their hour is almost up . CLOSE ON : WILL 'S EYES INTERCUT WITH THE CLOCK . He is counting seconds . As the second hand crosses the twelve , Will stands up and walks out , leaving Sean alone .

Chuckie drops Will off at his apartment , watches him -LSB- Will -RSB- walk up the steps .

Chuckie pulls up to the curb and walks up the steps to Will 's front door . After a beat , Will emerges . They get back in -LSB- the car -RSB- .

The bar is a bit more crowded than usual . Will and Chuckie walk back to their table , carrying beers . They pass a table of GIRLS , local regulars getting just as bombed as the guys . These girls are a little overdone . Too much make - up , too much hairspray , and too much body for such tight outfits . One of the girls , KRYSTYN , smiles at Will who seems subdued .They pass the table of girls . Chuckie looks at one , ruefully .Chuckie turns back to one of the girls , calling out :A girl at the table , CATHY , holds up her PINKY FINGER and smiles - revealing a mouthful of MISSING TEETH .Will nods , not really into it tonight .They get to the table . Will 's heart just is n't in it .

Will and Lambeau work together at the board . They communicate non - verbally as they collaborate on a problem . After a particularly amusing series of numbers , they share a look and laugh .

Will and Sean sit in silence . A long moment passes . Sean casually reclines in his chair , disinterested . Will restlessly looks around the room and then back to Sean . An odd half smile crosses Sean 's face . After a moment :A beat .Sean smiles .Will says nothing .Sean looks directly at Will , who looks away . A beat .Will smiles , Sean takes a beat .Will smiles . A beat .Sean laughs .A beat . Sean smiles .

Will is waiting outside the door for someone to come out - so he can go in .

The door to Skylar 's dorm is partially open . Will stands outside while Skylar remains on the threshold .She holds up her Lab . Will glances at it .Will smiles .

Will sits in an outdoor cafe , thinking . After a beat , he leans over to two students working at a nearby table , borrows a pen and paper and starts writing .

Will is a solitary figure strolling across the lawn . He stops at Skylar 's dorm and knocks on the door .

She emerges . He hands her the paper he was working on . It is her O - chem lab .With a smile , she relents .

Sean and Will in session .Will starts to clarify his question .Sean smiles .A beat . Will is impressed .They laugh .

The office is more crowded than usual . TOM and THREE of LAMBEAU 'S COLLEAGUES including the esteemed ALEXANDER PEKEC are in the room . Will sits at a work - station which projects a proof of his -LSB- Will 's -RSB- onto the chalkboard . Lambeau stands beside the projected image at the board arguing with Pekec , a foreign mathematician . The image is of a Ramses graph binary tree .Pekec starts writing lines beside Will 's proof on the board .Lambeau can no longer contain himself .They turn to Will who places his proof on the projector . The image is cast over their faces . It reads : As Pekec reads and the realization dawns on him :Lambeau turns with satisfaction to an understanding Pekec .

Will and Skylar in her room , post coital . They are wrapped in a sheet . Will is absent - mindedly playing the memory game SIMON . The pattern grows increasingly complex . After a beat :She laughs . Stops him .

Skylar and Will sit together along with Will 's gang . The boys are considerably drunk , but it makes for good entertainment . Everyone here is having fun including Sylar .Everyone is laughing . Skylar speaks above the din .She has everyone 's attention . Will is nervous .C/U of Will . Hoping the joke pans out .The gang erupts with laughter .Chuckie , Will look at Morgan , baffled .

Everyone is walking out , saying good - bye . Chuckie goes over to Will and Skylar .Chuckie heads towards Will to say goodnight .Morgan mumbles something and staggers off . Billy follows with an indifferent shrug .He knows , once you see that shit - hole he 's gettin ' dropped like a bad habit .Chuckie gives Will a curious look .

A cocktail party is underway . Professors mingle with representatives from high tech companies . Lambeau stands holding a drink and surrounded by several RECRUITERS . Apparently he 's the star of the show .Laughter .More laughter .He walks off .

What I want to know, Gerry, is when we get to meet this wonder - boy.

We've got our share of eccentric geniuses at Tri - tech. We know how to deal with that.

I do n't need to see a driver's license. I can think of three departments right now that he could head up for us.

Timmy 's Tap is a local watering hole , not unlike the L Street Bar . Sean is at the bar , telling a joke to TIMMY -LRB- 45 -RRB- the owner of the place , and several other REGULARS .The men erupt in laughter . MARTY , one of the regulars pipe up .Timmy and Sean exchange a look .Lambeau enters , a bit overdressed in his sport coat and tie .Sean heads towards a table .Lambeau follows -LSB- Sean -RSB- . They sit .There is an awkward moment .Timmy comes over with the sandwiches .Timmy smiles . Gives him a look .A beat . Timmy leaves .A beat .Beat .A beat .A beat . Lambeau gets up .

Three well dressed TRI - TECH EXECUTIVES sit around a conference table , which is littered with promotional brochures . The executives exchange a confused look . One of them speaks .Cut to reveal : Chuckie sitting across from the executives , hair combed down , wearing his Sunday best .Chuckie rubs the tips of his fingers together , indicating `` cash . '' The executives are baffled .The executives are completely blank .Chuckie puts his hands up , as if getting a vibe from the room .Chuckie points to the third executive .The third executive is baffled .The executives exchange looks and go for their wallets .Chuckie stands up and takes the money .

Well, Will, I'm not exactly sure what you mean, we've already offered you a position.

Will, our offer starts you at eighty - four thousand a year, plus benefits.

Will and Skylar sit in the open courtyard of this Harvard Square eatery . Skylar is working on another O - chem lab . Will sits across from her , slightly bored watching her work .A beat . Will nods . She looks down , then up .Will laughs .Skylar is awestruck with admiration for Will , the Robot - pimp . So much so that Skylar has to kiss him , then push him away .Will freezes . A beat .

Chuckie sits on his couch , watching cartoons in his boxers and a tee - shirt , eating cereal . The doorbell rings . He sits .She does n't . He gets up . Opens door . It 's Skylar .An awkward beat .Chuckie smiles .Chuckie nods and is about to respond when he is interrupted by a nagging shriek from his mom .

Chuckie , still in his boxers walks with Skylar who is talking .She laughs . A beat .She laughs .

Tom and Will are sitting waiting for Lambeau .Lambeau enters going over a thick proof Will has completed .Will gets up to leave .Will turns around reveling that he 's lit the PROOF ON FIRE . Will drops it on the floor . Lambeau drops to his knees and puts it out . He looks up at Will .Lambeau gathers his composure and calmly walks over to the wrinkled proof . He picks it up , smooths it out .

Will and Skylar lie in bed . Skylar watches Will sleep . She gets up and goes to the fridge . Returning to the bed :Will lifts his shirt , revealing a six inch SCAR on his torso .Will , full of self - loathing , raises his hand to strike her .A beat . Will looks Skylar dead in the eye . Lowers his hand .He walks out .

Will sits across from two N.S.A. AGENTS , OLIVER DYTRESS and ROBERT TAVANO . These guys are smug , clean cut , gung - ho and looking sharp in twin navy blue suits .Will bites his tongue , trying to make this work .

Well, you'd be working on the cutting edge. You'd be exposed to the kind of technology you could n't see anywhere else because we've classified it. Super string theory, Chaos Math, Advanced algorithms -

That's exactly right, Will. So the question as I see it is n't `` why should you work for N.S.A.'' it's `` why should n't you?''

Chuckie , Billy , and Will sit in the Sullivan kitchen . Billy cracks open a beer and Chuckie reads the sports page . Both boys are smoking . Will drinks a beer , distractedly . We hear the faint music track and soft moans of a PORNO MOVIE emanating from a back room . After a beat , Chuckie looks up .After a beat , Morgan comes out of the back room , red - faced .Will pays no attention to this exchange

An awkward beat .Will says nothing .A beat .Will hangs up . Hold on him for an agonizing beat .

Lambeau is scribbling away at work . Tom is taking notes . Will is tapping his fingers , waiting for him to finish .

Skylar stands at the gate , carry - ons in hand . Her flight is boarding . She looks for Will over the crowd .

Will picks up a FRAME from Sean 's desk . It is CARLTON FISK 'S BASEBALL CARD . Will has to smile . Lambeau looks up .Will can see that Lambeau wants more .

The final boarding call is announced and the last passenger boards . After a beat , Skylar turns and gets on the plane .

Will , holding the card , reflects for a beat and puts it down .A beat .Will gets up .Lambeau is excited . Will clearly is not .

Will sits across from Sean .A beat . Will has obviously been stewing on this .A beat .Sean waits .A beat . Will says nothing .A beat .Will is silent .Sean gets up , goes to the door and opens it .Will loses it , slams the door shut .Sean has finally gotten to Will .Sean lets this play out . Possible `` shepard '' change .A beat . Will looks up .Sean goes to the door and opens it . Will walks out .

Will and Chuckie take crowbars to a wall . This is what they do for a living . As they routinely hammer away , Will becomes more involved in his battle with the wall . Plaster and lathing fly as Will vents his rage . Chuckie , noticing , stops working and takes a step back , watching Will . Will is oblivious .

Lambeau and Tom are in his office . Will is nowhere to be seen . Lambeau is on the phone .He hangs up . Tom picks up a FORM up off the desk .A blank look .Tom understands , begins filling out the form .

Will walks out carrying a brown bag . He is filthy , having just knocked off work .

Chuckie is sitting on the hood of his Cadillac , watching Will across the street . Chuckie is covered in grime as well . Will starts walking towards Chuckie . As he draws closer , he heaves a can of Budweiser a good thirty yards , to Chuckie who handles it routinely . Will takes a seat next to Chuckie and they crack open their beers . Other workers file out of the site . They drink .This gets a small laugh from Will .A passing SHEET METAL WORKER overhears this .A beat .

Lambeau stands across from Sean , seething .A beat . Lambeau turns , something catches his eye . Sean turns to look , IT 'S WILL . He is standing in the doorway .There is an awkward moment as Lambeau gets his coat and leaves .Sean smiles . A beat . Will sees a FILE on Sean 's desk .Sean smiles .

From a child 's P.O.V. we see a man , partially obscured by a doorframe . The man turns toward the P.O.V.

A long quiet moment .Will , who had been looking away , loos at Sean .Sean takes Will in his arms and holds him like a child . Will sobs like a baby . After a moment , he wraps his arms around Sean and holds him , even tighter . We pull back from this image . Two lonely souls being father and son together .

Will rides the Red Line , above ground . He looks out over the landscape . Small back yards , laundry hangs from wire lines . Chainlink fences , overgrown with weeds .

Will walking through South Boston . He cuts through a park . A senior citizen is spearing trach for the city .

Will walks up to a nondescript building , he walks through the glass doors , into the lobby .

Will walks into the lobby . A SECURITY GUARD looks up .The guard reaches for the phone . DISSOLVE TO BLACK . FADE UP to the sound of laughter .

Chuckie is again regaling Will and the guys at their table .They both get up , in one another 's face . This is a play fight . `` You gon na start ? '' `` You gon na pay my hospital bills ? ''

Will comes back from the bathroom .Billy walks in the door and give Chuckie a look . Chuckie turns to Will .Laughter as the boys converge on Will . He goes willingly out the door .

As they come out the door , rather than beating Will mercilessly , they stop . Morgan goes into his own , personal rendition of `` Danny Boy . '' No one joins in .Chuckie indicates an old CHEVY NOVA , parked illegally in front of the bar .Laughter .Will approaches the car to take a closer look .More laughter . Will inspects the Nova .Laughter , a beat .Chuckie gives Will a look .

Will sits across from Sean .A beat .Will smiles .Will smiles . Sean hands him a piece of paper .Sean smiles .They embrace .They laugh .Both men smile .

Will comes out of Sean 's office and sees Lambeau walking up .Will nods .They laugh .A moment . Will starts to go , Lambeau watches him for a beat , Will turns back around .Will smiles , turns and walks away .

Sean is packing his office . Lambeau opens the door .A moment .Lambeau nods .Lambeau smiles .A beat .Sean smiles .Both men laugh .They start to walk out .Sean pulls out his lottery ticket . They start out down the hall .

Will sits alone , thinking . We hold on him for an extended beat until he gets up and walks away .

Begin final sequence . A wide , establishing shot of Sean 's apartment complex as the sun is setting . The lights are on in one unit . A tighter shot reveals Sean , in his apartment , packing his belongings in cardboard boxes .

The camera cranes down from Sean 's window and onto the street , where we pan to reveal Will , sitting in his car and looking up at Sean as he packs his things . Will 's car is packed full of clothes and books .

Chuckie and the boys drive down the street in the Cadillac . Morgan and Billy ride in the back , leaving the shotgun seat open for Will .

Will holds an envelope which he slips in Sean 's mailbox . He puts the flag up and smiles as he looks up at Sean in his apartment who is still unaware that Will is there .

Chuckie pulls up in front of Will 's house . He honks the horn , waits a beat , then gets out and heads toward the house .

Will drives away from Sean 's house . Sean hears the car pull out and looks out the window . Sean sees Will 's car pulling away . Curious , he investigates .

Sean walks out to the sidewalk and looks around . Seeing the mailbox flag has been raised , he walks over to it .

Chuckie knocks on Will 's front door . There is no answer . He waits a beat , looks in the window . An incredulous smile slowly starts to form .

Chuckie walks back towards his car unable to contain the broad smile . He knows Will is gone . He shrugs in explanation to the guys . Morgan takes Will 's seat as they pull away from the curb .

We pan up from the letter to Sean . A broad smile comes over him . This is a look we have n't seen . Sean is truly happy .

Will is on the road , driving away . As we pull back and credits roll , the car disappears into the horizon . THE END

A note on design : The majority of the film is to be made in the studio , on a set representing Anthony 's flat . As the film goes on , the appearance of the flat will evolve . This development is indicated in the script by numbers 1 to 5 , thus : 1 . Anthony 's flat . 2 . Anne 's flat . etc . In every case , the space is identical . The décor is the only indication that we might be in a different place . The intended aim is to create uncertainty and the impression of being simultaneously in the same location and somewhere different - ultimately , a hospital . Principal characters : ANTHONY is about 80 . He lives on his own in London . He was an engineer and has two daughters , ANNE and LUCY . ANNE is ANTHONY 's older daughter . She 's a translator , working in London . In the absence of her sister , she looks after her father 's daily needs ; she 's extremely attached to him . PAUL is a banker who 's worked in London for many years . He lives with ANNE . LAURA is a young carer of about 30 . She glows with the freshness of youth . THE MAN is a stranger when he first appears . Eventually we learn his name is BILL and that he works in a care home . THE WOMAN is a stranger when she first appears . Eventually we learn her name is CATHERINE and that she works in a care home .Music . ANNE emerges from the entrance to a tube station into a London street . She ’ s in a hurry , her expression serious . She arrives , across from a familiar block of flats . She crosses the street in such a rush , she ’ s almost hit by a taxi . She steps into the building .

ANNE climbs the stairs . She arrives on the second floor and rings a bell . Then , impatient , she fetches a bunch of keys out of her handbag and opens the door .

She told me you ’ d called her a little bitch. And I don ’ t know what else.

She wasn ’ t easy to find, you know. It ’ s not that easy. I thought she was really good. A lot of good qualities. She... and now she doesn ’ t want to work here any more.

In your bathroom cupboard. Behind the boiler. Where you hide your valuables.

I won ’ t be here, Dad. I won ’ t be able to come here everyday. You need to understand that.

You know, it ’ s important to me. Otherwise, I wouldn ’ t be going. I... I really love him.

I ’ ll come back and see you often. At weekends. But I can ’ t leave you here all on your own. It ’ s not possible. That ’ s why. If you refuse to have a carer, I ’ m going to have to...

Yes, I know... I know... No. You can ’ t imagine how difficult it is sometimes... The other day, he didn ’ t even recognise me... I know...

So, yes, as I was telling you, I... He ’ s a bit upset by the whole idea of...

Yes. And that can cause him to... Anyway, I think he ’ s a bit annoyed with me. I ’ m telling you this just to warn you he ’ s capable of reacting... unexpectedly.

Yes. In a flat, not too far from here. It worked. I was able to look in on him practically every day. But eventually, we ’ ve had to come to another arrangement. It wasn ’ t viable any more.

He ’ s had several carers one after the other. But he ’ s had difficulty getting on with them. He has his ways... That ’ s why I moved him here, in with me. But I can ’ t manage him on my own. It ’ s too much for me. I have to work and... That ’ s why I...

I explained to you that Laura was going to come by today so you could meet.

Well. So, Laura ’ s come by to see us to get a bit of an idea of how you live and to see to what extent she might be able to help you.

Yes. Then we ’ ll see how the first day goes. I was so afraid it wasn ’ t going to work. But in the end it was fine. He was charming.

He turned on the charm for her... You should have seen it... He told her he ’ d been a dancer. A tap dancer.

Yes. She started to laugh. Not in a mean way, you understand. There was something kind about her. I was relieved. I don ’ t know how to describe it to you. As if she was going to be able to... Well, as if the two of them were going to get on really well...

Just now... When I came back with the dinner... He didn ’ t recognise me... I... I don ’ t know. It did something to me.

I saw it in his eyes. He didn ’ t recognise me. Not at all. I was like a stranger to him.

Very good. Laura came by. Didn ’ t she, Dad? Laura came to see us just now.

You must have put it in your cupboard. Don ’ t you think? In your hiding-place...

What ’ s the matter? What? All right... I ’ ll be up in a minute.

Why are you saying this to me today? I mean, when tomorrow morning... there ’ s this girl starting and...

Dad. What are you doing, standing there? Come and sit down. Come on.

Yes. She told me she thought you were charming. That you had your ways, but that you were charming. She ’ s coming back tomorrow morning. To start working here.

Yes, you are, tell me. Why are you telling me how patient you are?

You ’ re mixing this up with your flat. There ’ s never been a painting here. Come and have your breakfast.

Is it because of your watch? Dad, is that the reason? I found it, look! Shush. Come on, don ’ t cry.

You ’ ll be all right now. Mm? Shush. You ’ ll be all right. You ’ ll be all right. Let ’ s eat our chicken. Shall we? You like chicken, don ’ t you?

No, it ’ s evening and I ’ ve cooked you a chicken. Come on, let ’ s eat. Come on. Little daddy. Little daddy.

Anyway, if you like her, I ’ m happy. She seems really nice. I mean, sweet. And efficient. She ’ ll look after you well.

Good. We ’ d better get you dressed before she arrives, don ’ t you think?

She very much enjoyed meeting you yesterday, you know. I must say you did quite a little number on her.

Yes. You convinced her you knew how to dance. That you were good at tap dancing.

Dad. Why do you always make everything so difficult? You can get dressed later. There ’ s nothing to worry about.

You remember at first, when you came to our place, it was... I mean, it was... a stop gap. Because you ’ d fallen out with Angela. But... I ’ m wondering if it wouldn ’ t be... better to...

It ’ s very nice. It ’ s like being in a hotel? Don ’ t you think?

Here. I was wondering if it wouldn ’ t be more reassuring... nicer for you if we came to a joint decision that you should move in here.

No, I have to go. It ’ s important. I already explained it to you. But I ’ ll come and see you. Occasional weekends.

ANNE moves from one room to another , her anxiety mounting .No answer . Tension rises . She steps into -

- ANTHONY ’ s office and finds him . He ’ s sitting in his armchair , listening to music on his headphones .He ’ s surprised to see her . He takes off his headphones immediately . The music we ’ ve been hearing cuts out , as if it ’ s been coming through ANTHONY ’ s headphones .He seems irritated by his daughter ’ s unexpected arrival . She notices the curtains are closed and goes over to open them . She turns towards him .He turns off the music .ANTHONY looks at her as if to say : “ Nothing at all . ”Abruptly , he decides to leave the room .

It ’ s my flat, isn ’ t it? I mean, this is incredible. You burst in on me as if... I ’ ve no idea who she is, this woman. I never asked her for anything.

Physically? Me? Obviously she has no idea what she ’ s talking about. This woman is raving mad, Anne. Best if she does leave, believe me.

Listen... I didn ’ t want to tell you... but if you must know, I suspect she was...

No, no, no. I already had my suspicions. So I set a trap for her. I left my watch somewhere, out in the open, to see if she ’ d pinch it.

Mm? Somewhere. Can ’ t remember. All I know is it ’ s nowhere to be found. That girl stole it. I know she did.

I said, I don ’ t need her! I don ’ t need her or anyone else! I can manage very well on my own!

You ’ re not listening to what I ’ m telling you. This girl stole my watch! I ’ m not going to live with a thief.

Then how do you know that... I mean... that I sometimes... with my valuables...

Only because I hid it. Luckily. Just in time! Otherwise, I ’ d be sitting here talking to you with no means of knowing what time it was. It ’ s five o ’ clock, if you ’ re interested. Myself, I am interested. Pardon me for breathing.

Yes. But why are you...? You keep looking at me as if there was something wrong. Everything ’ s fine, Anne. The world is turning. You ’ ve always been that way. A worrier. Like your mother. Your mother was always scared. Always looking for reasons to be scared. Whereas your sister has always been much more... At least she does n't keep badgering me.

Is that why you ’ re so keen on this nurse living with me? Well, obviously it is. The rats are leaving the ship.

That ’ s right. You have to admit, since James, there hasn ’ t been a lot of... What ’ s he do, anyway?

What, you? In Paris? You ’ re not going to do that, are you, Anne? I mean, wake up... They don ’ t even speak English.

So, if I understand correctly, you ’ re leaving me. Is that it? You ’ re abandoning me...

You live in my flat? That ’ s the best yet. What is this nonsense?

Thank you, yes, I do know who Anne is! Do you know her? You a friend of hers?

Ah, yes. Of course. Yes, yes. Obviously. Ten years already? Time passes at such a lick... But I thought... Didn ’ t you, aren ’ t you separated?

But this thing about France? Wasn ’ t she supposed to be going to Paris to... wasn ’ t she?

She told me she was going to go and live in Paris. She told me the other day.

Yes, she has. She told me the other day. I ’ m not an idiot. She told me she was moving. To go and live with him. I even remember telling her it was a stupid idea because, you know, they don ’ t even speak English. You don ’ t know about this?

Never mind. Chin up. Anyway, they all end up leaving sooner or later. I speak from experience.

I ’ ve forgotten her name. That girl your wife insists on handing me over to. A nurse. You know about this? As if I wasn ’ t able to manage on my own...

She told me I needed the help of this... When I can manage perfectly well on my own. Even if she does have to go abroad.

I don ’ t understand why she persists in... Look at me. Take a good look at me...

That ’ s right, Paul. Take a good look at me. I can still manage on my own. Don ’ t you think? I ’ m not completely...

You agree? Of course you agree. But her? I don ’ t know where this stupid obsession comes from. She ’ s always been that way. Ever since she was little. Thing is, she ’ s not very bright. Not very... you agree? Not very intelligent. She gets that from her mother.

The best she can, the best she can... I never asked her for anything. I don ’ t know what she ’ s cooking up against me. But she ’ s cooking something up. She ’ s cooking something up, that I do know. I suspect she wants to put me in a home for...

Yes, I ’ ve seen the signs. But let me make something absolutely clear : I ’ m not leaving my flat! I ’ m not leaving it!

I was in the kitchen... Making a cup of tea... I was alone in the flat... Suddenly, I heard a sound... So I came in here and there was your husband...

Are you doing this on purpose? I ’ m talking about... him. Who just left with the chicken.

Right here, just a minute ago. Did you not hand over a chicken to someone?

The chicken! A minute ago you were holding a chicken, were you not? A chicken. A CHICKEN!

There ’ s something funny going on. Believe me, Anne, there ’ s something funny going on!

It ’ s been going on for some time. Strange things going on around us. Haven ’ t you noticed? There was this man claiming this wasn ’ t my flat. A really unsympathetic-looking man. A bit like your husband. Only worse. In my flat, you understand what I ’ m saying? It ’ s the best yet. Don ’ t you think? In my flat. He told me...

But... this is my flat, isn ’ t it? Mm? Anne... This is my flat?

Are you sure? I ’ ve a definite impression I ’ ve seen you before...

I know, dear, I know that. You ’ ve already told me a hundred times.

My daughter has a tendency to repeat herself. You know what it ’ s like... it ’ s an age thing...

Sure? An aperitif? Must be about time for an aperitif, isn ’ t it? What time is it? It ’ s...

Just as I thought, time for an aperitif. I have two watches. I ’ ve always had two. One on my wrist and the other in my head. It ’ s always been that way. Now, would you like something, young lady?

Sober. Her mother was the same. Her mother was the... soberest woman I ’ ve ever met. Whereas her little sister... That was quite another story.

That ’ s right. Even though I hardly ever hear from the other one. Lucy. All the same, she was always my favorite.

Do you ever hear from her? I don ’ t understand why she never gets in touch. Never. Dazzling girl. A painter. Look. Beautiful, isn ’ t it?

I ’ d give everything I own for a glass of whisky. Don ’ t you agree?

Sounds like one of those girls you ’ re always trying to dump off on me.

Must be a difficult job, isn ’ t it? Spending all day with some...

You see, the situation ’ s very simple. I ’ ve been living in this flat... oh, for a long time now. I ’ m extremely attached to it. I bought it more than thirty years ago. Can you imagine? You weren ’ t even born. It ’ s a big flat. And my daughter is very interested in it.

Let me explain. My daughter is of the opinion that I can ’ t manage on my own. So she ’ s moved in with me. Ostensibly to help me. With this man she met not long ago, just after her divorce, who has a very bad influence on her, I have to tell you.

And now she ’ d like to convince me that I can ’ t manage on my own. The next stage will be to send me away I don ’ t know where... Obviously, it ’ ll be a much more efficient way of getting hold of my flat.

But it ’ s not going to happen that way. I may as well tell you. I have no intention of leaving any time soon. No, you heard me. I intend to outlive you. Both of you. Yes. Well, I don ’ t know about you... But my daughter, yes. I shall make a point of it. I ’ m going to inherit from her. Not the other way round. The day of her funeral, I shall give a little speech to remind everyone how heartless and manipulative she was.

Why? She understands completely. You ’ re the one who doesn ’ t understand.

I ’ ve been trying to explain to her for months that I can manage very well on my own. But she refuses to listen. I don ’ t need any help from anyone and I will not leave my flat. All I want is for everyone to bugger off!

Having said that, it was a great pleasure, I ’ ll be leaving you.

What are you talking about, Anne? I really don ’ t know what you ’ re talking about. What cupboard? Mm? There ’ s no cupboard. No cupboard.

I ’ ve just come from there. It ’ s not there. I must have lost it somewhere. Or else it ’ s been stolen.

What do you mean, “ No, it hasn ’ t ”? The watch must be somewhere! It can ’ t have flown away!

Very much so. If it ’ s not a bother. Because it ’ s a worry. I ’ m worried. I am losing all my things, everyone ’ s just helping themselves. If this goes on much longer, I ’ ll be stark naked. And I won ’ t even know what time it is.

It ’ s pretty, your watch. It ’ s... It ’ s pretty. It ’ s... Is it yours? I mean, is it yours? ANTHONY ( CONT'D )

No, it... It went well. Anne seemed pleased. You know, it ’ s mainly for her. I don ’ t really need... I mean, it ’ s mainly for Anne. Might I have a look at it? Your watch...

Nothing. I was just looking... I want to check if... It ’ s pretty. Very pretty. Did you buy it?

I don ’ t know why, we never really got on. Whereas her little sister, that was quite another story... Do you know her? My other daughter? Now she, she ’ s marvellous. I haven ’ t seen her for months. I can ’ t blame her. She ’ s traveling round the world, I think. She ’ s a painter.

But I ’ d be so happy if she came to see me one day. I ’ d take her in my arms and we ’ d be glued to one another for hours on end, like we used to be a long time ago, when she was little and she still used to call me “ little daddy ”, “ little daddy ”. That ’ s what she used to call me. Nice, isn ’ t it, “ little daddy ”?

You keep changing your mind. How do you expect people to keep up?

I ’ m sorry, Anne. You told me the other day. Have you forgotten?

She ’ s forgotten. Listen, Anne, I think you ’ re starting to suffer from memory loss. I should have a word with the doctor, if I were you...

I would. It ’ s good, this chicken. Don ’ t you think? Where ’ d you buy it?

You need to look after her, old man. Why don ’ t you go away somewhere?

It ’ s really unpleasant. You ’ ll see when you get to my age. Which ’ ll happen sooner than you think, by the way.

Obviously. My daughter... Obviously... All the same, it ’ s extraordinary! Not even to ask my opinion. I... Do you know what ’ s being planned? For this flat?

By the way, I wanted to apologise if I was a little... Last time we met...

It ’ s amazing how like Lucy you look. My other daughter. Not Anne, no. The other one. The one I love.

“ And then we ’ ll go and get dressed... ” “ Your little blue pill. ”

Thing is, I ’ m very intelligent. You need to bear that in mind, d ’ you understand?

It ’ s true. I ’ m very intelligent... Sometimes, I even surprise myself. Memory like an elephant.

No, no. Don ’ t bother. I ’ ll swallow them with... You ’ ll see. With the coffee.

You ’ ll see. Are you watching? Watch carefully. I stick them in my gob. Watch, there they go, hey presto, they ’ re in my mouth. Did you see? Did you see? Did you see?

Yes. I was quite talented. Especially at conjuring tricks. Would you like me to show you a little magic?

What ’ s the point? I ’ ll only have to put my pyjamas back on tonight, won ’ t I? Might as well save some time.

But I thought it was morning. I ’ ve only just got up. Look, I ’ m still in my pyjamas.

No. I... I have to put some trousers on, Anne. Anne, I ’ m not properly dressed.

Don ’ t leave me like this. What ’ s she going to think of me? I have to get dressed. Where are my clothes?

I will. Look, I ’ m in my pyjamas. I have to put my trousers on.

There ’ s something that doesn ’ t make sense about this. It doesn ’ t make sense!

What about you? What are you going to do? Where are you going to sleep? Which room?

I didn ’ t ask about the time. I asked you what I was doing here. Where ’ s Anne?

Why don ’ t you just fuck off with your medication? What are you, a nurse?

Oh, you are... Oh, so that ’ s it... Oh, I see. You are a nurse.

Oh, I see. That ’ s what I was thinking. You ’ re the type. Typical nurse. So what are you doing here?

You don ’ t say! Looking after me? First I ’ ve heard of it. Since when?

For quite a few weeks? I ’ m happy to hear it. Amazing! Nobody tells me anything in this house. But I thought we were getting a new one.

Yes, all right, fine. Let ’ s take this medication. It ’ s not timed to the minute, is it?

What? No, no, she thought about going. But in the end, it didn ’ t happen.

My daughter? In Paris? No, listen, they don ’ t even speak English.

No reason. But... how shall I put this? What ’ s he doing here? I mean... in my flat. Do I know him?

Sorry to ask this, but... I mean, you... you... Who are you, exactly?

Catherine. That ’ s right. Yes, yes, yes. Catherine. And he ’ s Bill.

She was so... She had very big eyes. It was... I can see her face now. I hope she ’ ll come and see me sometimes. Mummy. Do you think? You were saying she might come occasionally for the weekend...

No, Mummy. I... I want my mummy. I want my mummy. I want... I want to get out of here. Have someone come and fetch me.

I want my mummy. I want her to come and fetch me. I want to go back home.

I feel as if... I feel as if I ’ m losing all my leaves, one after another.

The branches! And the wind... I don ’ t understand what ’ s happening any more. Do you understand what ’ s happening? All this business about the flat? You don ’ t know where you can put your head down. I know where my watch is. On my wrist. That I do know. For the journey. If not, I wouldn ’ t know when I might have to...

ANTHONY goes to the piano and starts playing a couple of notes . He turns his back on her as she appears in the doorway .He shrugs his shoulders .ANTHONY stops playing the piano and turns back to her .ANNE sighs . She looks desperate . ANTHONY becomes aware of this .He breaks off . ANNE looks at him as if to say : “ She was what ? ”He illustrates this with a vague hand gesture .ANNE sits down . She looks winded .ANTHONY looks at her as if to say : “ What about ? ”Obviously , ANNE isn ’ t listening ; she continues pursuing her thread , which annoys ANTHONY .This remark seems to stagger ANTHONY .ANTHONY looks appalled . He hurries off towards his bathroom .He leaves the room . ANNE sighs .

ANTHONY goes to his bathroom to look in his hiding-place . He closes the door to make sure no one is watching him . He reappears few seconds later , his watch on his wrist with obvious satisfaction . Then , he heads back towards the ... office .

ANNE is waiting for him in the living room . She sighs . She knows they can not go on like this ... She hardly knows what to make of the situation . She sees the painting on the wall . This is her sister ’ s painting . Things would have been easier for her if LUCY were here ... She sees ANTHONY step into the office . He turns on the T.V . Has he forgotten she ’ s there ? Her father ’ s absurd behaviour almost makes her smile . She gets up to go and join him -

- in the office . He ’ s sitting in his armchair , flicking through the channels on his T.V. , until he reaches a Fred Astaire movie . He watches Fred tap-dancing , entranced . ANNE appears in the doorway . She looks at him for a moment without saying anything .ANTHONY uses the remote to turn off the TV .Pause .No answer from ANNE .ANTHONY looks at her , not understanding .Brief pause . ANTHONY doesn ’ t seem to know what she ’ s talking about .ANTHONY suddenly looks fragile .Pause .Pause . He ’ s trying to remember .He suddenly looks really anxious .She approaches him , her expression tender .Pause . He says nothing .Pause . She doesn ’ t answer .She lowers her eyes . Pause .

ANTHONY stands at his bedroom window . He ’ s watching his daughter cross the street and walk away from the block of flats . She doesn ’ t look back . He can ’ t get over the fact that his daughter - his own daughter - is capable of threatening him in this way . He turns away from the window . He sits on the bed . He thinks for a moment , his expression anxious .

ANTHONY switches on the radio . It ’ s a Verdi aria . He hums along with it . He starts making tea . There are shopping bags on the table . ANTHONY seems surprised to see them . Who ’ s put them there ? He inspects their contents and decides to put the shopping away in the cupboard . He seems to be on top of the situation . There ’ s a poster on a wall , some French landscape with a lake , perhaps . Suddenly , he hears a door closing , within the flat . He listens . He switches off the radio , listens again . Footsteps . There ’ s someone in the flat . He hesitates for a moment , not sure how to proceed . To reassure himself , he picks up a fork . He leaves the kitchen .

He approaches the sounds , moving cautiously .He hears another sound , this time from the living room .

He pushes open the door . In the middle of the room , reading his emails on his mobile , is a stranger , a tall , dark man of about 50 . The MAN glances up at him , no particular reaction : then resumes reading his smartphone .The MAN looks at him , astonished .The MAN takes a step in ANTHONY ’ s direction , which causes him to back away .Seeing ANTHONY ’ s apparent confusion , the MAN clarifies :No answer . The MAN is dialling a number .ANTHONY is caught off guard .ANTHONY tries to conceal his dismay .The MAN is on the phone .

No, it ’ s just your father isn ’ t feeling very well. I think he ’ d like to see you.

No, no, don ’ t worry. She hasn ’ t mentioned it to me, but I ’ m sure she was intending to...

You want something to drink while we ’ re waiting? Glass of water? Fruit juice?

If you remember, you moved here, I mean you moved to our place while you were waiting for...

For a new carer. Because you quarrelled with the last one... With Angela.

Yes. Don ’ t you remember? That ’ s why you ’ re staying in our place. While you wait.

But I want an honest answer. Nothing fancy... Can you do that for me?

Well, then... how much longer do you intend to hang around getting on everybody ’ s tits?

I mean, do you intend to go on ruining your daughter ’ s life? Or is it too much to hope that you ’ ll behave reasonably in the foreseeable future?

Are you saying that to tempt me? See, me as well, there ’ s something I can ’ t allow. Getting on everybody ’ s tits. Past a certain age.

Yes. I won ’ t put up with that. I find that totally inappropriate.

ANNE is choosing a chicken from the cooler in a small supermarket run by Indians . She speaks into the phone .

The MAN moves into the dining room in order not to be overheard by ANTHONY .ANTHONY doesn ’ t know what to make of the situation . He realises he still has a fork in his hand . He slips it discreetly into his pocket .He hangs up , turns to ANTHONY .He moves into the Living Room , takes the newspaper .The MAN frowns at him . He knows it isn ’ t true .Brief pause . The MAN is amused .Pause . ANTHONY puts a hand on his shoulder .Brief pause . The MAN heads towards the kitchen to get himself a glass of wine .

The MAN is opening a bottle of wine . ANTHONY joins him .The MAN heads back to the living room . ANTHONY follows him , continuing to talk to him in the entrance hallway .

He ’ s trying to remember the name of the MAN , who ’ s installed himself in the armchair , resolved to read the newspaper and to drink his glass of wine .He hunches over like an old man .He pulls a face representing an old man .To underline his last sentence , he makes a strong gesture - along the lines of a single firm hand to the table , as if to mark his territory . His force unintentionally sends the chess pieces falling to the ground . The MAN decides to put down his newspaper .The MAN gets up from his chair .Pause . ANTHONY looks slightly lost . He looks at the furniture around him . It ’ s definitely his flat .ANTHONY laughs and rolls his eyes .SOUND of the front door opening .

ANTHONY steps into the corridor , anxious to find out what ’ s going on : but he ’ s confronted not by ANNE , but by a completely different WOMAN . WOMAN is taking off her coat .The MAN has appeared in the corridor behind ANTHONY .He obviously doesn ’ t recognise her .He recoils as she approaches . He can ’ t understand why she ’ s calling him “ dad ” . To him , she ’ s a complete stranger .The WOMAN looks at the MAN . Now it ’ s she who seems confused .She realises he doesn ’ t recognise her . She glances anxiously at the MAN .ANTHONY tries to conceal his dismay .He seems lost . And gloomy .He takes the bag and heads off towards the kitchen . They exchange a worried look . ANTHONY wanders back into the living room , baffled .

I ’ m here, Dad... I went downstairs to do some shopping. And now I ’ m back.

Let ’ s give you your medication. The evening dose. Then you ’ ll feel better.

And I told you I ’ d come back... Just to see the way you did things and whether I could help you.

Look, yesterday, this postcard she sent you. We read it together. Don ’ t you remember?

I tell you this every day. She lives in Paris because she met a man called Paul, who she now lives with. But she comes to see you sometimes.

Yes. Occasionally she comes for the weekend. She comes here. You go for a walk in the park. She tells you about her new life, what she ’ s up to. The other day, she brought you some tea. Because you like tea.

What ’ s the matter with you? Anthony... Come here. Come to me. Tell me what the matter is...

We ’ ll get dressed and then we ’ ll go for a walk in the park, shall we?

Good. All the trees. And the leaves. And then we ’ ll come back here and have something to eat. Then you ’ ll have a siesta. All right? And if you ’ re on form, we ’ ll take another little walk. In the park. Just the two of us. Because it ’ s a nice day. Isn ’ t it?

The sun ’ s out. We have to make the most of it. It doesn ’ t happen every day. It never lasts very long when the weather ’ s as good as this, does it? So let ’ s get dressed, is that all right?

Now. Don ’ t be a baby. Come on. Come with me. All right? Come on. Easy. Easy. Shush. Shush. You ’ ll be all right in a minute. You ’ ll be all right. Shush...

ANTHONY decides to pick up the chess pieces . The WOMAN appears and approaches ANTHONY . She looks genuinely concerned .But he looks gloomy .The WOMAN interrupts him .Clearly , she doesn ’ t know what he ’ s talking about .Realising she doesn ’ t know what he ’ s talking about , he plunges off towards the kitchen in a panic .

ANTHONY arrives in the kitchen . It ’ s empty .He goes to look in the dining room .

Still nobody . The WOMAN appears on the threshold .The WOMAN smiles .She reaches out , trying to pacify him . He avoids her and heads for his bedroom .

He arrives in the bedroom . It occupies the same space as his first bedroom , but some elements of the décor and furniture have changed - as if he was indeed in a different flat . He ’ s aware of this difference . He frowns . He goes to the window . He draws the curtain . It ’ s the same view as before , easily recognisable as the London street we saw a little earlier . So as far as he ’ s concerned , he ’ s obviously still in his flat . The WOMAN appears .He goes and sits on his bed . He ’ s upset . The WOMAN smiles at him and rests a hand on his .She shakes some pills out of a bottle by the bed . Anthony stares out into space . He speaks to her as if confiding a secret .ANTHONY is suddenly seized by a doubt .She smiles at him without answering . She prepares his medication .Brief pause .She hands him his medication . In silence . He takes it . He looks like a lost child . She smiles at him .

For a moment , like a punctuation , the CAMERA CONTEMPLATES the empty room . It ’ s the same space as before , but it ’ s taken on the characteristics of ANNE and PAUL ’ s flat , far more light and modern than ANTHONY ’ s place .

ANNE comes back with the shopping . She ’ s on the phone , juggling with shopping bags .She puts the bags in the kitchen . They land in the exact position ANTHONY found them in Scene 9 . Still on the phone , ANNE steps back into the hallway to hang up her coat , leaving the bags in the kitchen to be dealt with later .

She hangs up her coat . Then she picks up the letters and opens them as she goes into the office .

This really seems like her office . It ’ s not the same office as in Scene 5 . It covers the same space , but the décor is different . It ’ s where ANNE , who ’ s a translator , works .She hangs up and sits at her desk .

ANTHONY is stretched out on the bed , in his pyjamas . He ’ s holding a newspaper and a pencil and is concentrating on filling squares in the crossword . Suddenly , he stops . He stares into space . He looks anxious . He ’ s trying to understand what ’ s going on . He looks around . Why does he have the feeling he ’ s no longer in his own flat ?

ANNE has opened her computer and begun working . The bell rings . She closes her computer at once and heads for the front door , somewhat apprehensive .

She ’ ll be back soon. At the end of the day. I ’ m going to look for your medication.

Time for your medication. Here we are. Best to take them now. Then it ’ s done. Don ’ t you think? There are three today. This little blue one...

That ’ s the one you like. Your little blue pill. Look, it ’ s a pretty colour, isn ’ t it?

No problem. Your daughter warned me. She told me you had your ways.

Anne told me what happened to her. I ’ m sorry. I didn ’ t know.

Are you taking your medication? Then we ’ ll go and get dressed.

I see what you mean. But if you stay in your pyjamas, we won ’ t be able to go out.

The décor in the living room is as we saw it in Scene 18 : in other words , not ANTHONY ’ s flat any more .She sits down .ANNE indicates her father ’ s room . She sets off in that direction , as if to fetch him . Then she moves back towards LAURA to explain the situation to her .ANNE is trying to master her emotions .ANTHONY appears . He ’ s in his pyjamas and a dressing gown .He moves closer to her , fascinated by her face . ANNE tries to bring him back to the subject at hand .He turns to LAURA .LAURA smiles at what she takes to be a joke .He realises he doesn ’ t have his watch .He heads off in the direction of his bathroom .Pause .

ANTHONY finds his watch . He checks himself in the mirror to make sure his hair is all right : just a moment of vanity . He sets off back to the living room , satisfied .

ANTHONY arrives with a big smile , resolved to make an effort to charm LAURA .ANNE ’ s interruption irritates ANTHONY .He turns to LAURA , his smile back in place .He speaks to ANNE as if she ’ s a waitress .ANNE goes to look for two glasses of whisky .He turns back to LAURA .ANNE ’ s expression : she ’ s hurt .He indicates a painting on the wall . It ’ s rather a haunting image of a park , a big tree and a couple of small figures walking hand-in-hand in the shadow of the tree . CLOSE-UP of the painting .They clink glasses and drink .LAURA glances uncertainly at ANNE , not sure how to respond .He turns back to LAURA .He makes a face signifying an invalid .He turns back to LAURA .LAURA starts laughing .ANNE is watching them . She looks happy to see they ’ re getting on so well .He gets up , takes a few hopeless steps . LAURA is shaking with laughter . He stops .LAURA can ’ t stop laughing .LAURA ’ s still laughing . He comes closer .Everyone stops laughing . Embarrassed pause .Brief pause . ANTHONY suddenly becomes serious and sombre , as if he ’ d been playing a part all along .He turns to LAURA .He empties his glass , fetches a banknote out of his pocket and throws it down on the table , as if he ’ s paying the bill .He leaves the room . He clearly has no idea , for the moment , that he ’ s living with his daughter . He may even think she ’ s moved in with him .She seems particularly upset .She has tears in her eyes , clearly affected by the obvious deterioration of her father and by how violently he ’ s expressed himself . LAURA tries to be reassuring .LAURA drinks a mouthful of whisky , without answering the question .

ANNE is alone in the kitchen . It ’ s late . She ’ s drinking herbal tea . She looks exhausted . When she ’ s completed her cup , she washes it in the sink . Then she starts drying it , but it slips out of her hands and shatters on the ground . She goes to pick up the pieces and , unexpectedly , something in her cracks and she starts crying . This only lasts for a minute . Very quickly , she pulls herself together . She puts the bits of porcelain in the dustbin and leaves the kitchen .

She moves down the corridor . As she passes , she switches off the lights in the dining room , as if she was going to bed . She steps into her father ’ s room . She wants to check he ’ s asleep , as one would with a child . The light is still on .

Oddly , she sits on the edge of the bed . ANTHONY is peacefully asleep . She smiles , touched by him . She puts a hand on his cheek , as if to caress him . Her hand moves down to his throat . She seems very emotional . Suddenly , she starts squeezing her father ’ s throat . The CAMERA observes the scene in LONG SHOT . We watch her strangling her father . For some time .

ANNE starts . She ’ s daydreaming on her feet . She comes back to reality . She ’ s in the dining room laying the table . She turns towards PAUL , who has his back to her and has just asked her a question .PAUL ’ s a man of about 50 . Unlike the MAN , there seems nothing hostile about him . On the contrary , he seems sensitive and attentive . He ’ s obviously at home in the flat , which he shares with ANNE .ANNE has finished setting out the plates .PAUL smiles .Brief pause . ANNE is trying to control her feelings .PAUL can ’ t understand why she ’ s reacted like that . ANNE steps into the kitchen to check the oven .

What ’ s the matter with you? If it went well, that ’ s good news, isn ’ t it?

I think you can, I think you ’ re managing very well. Come here...

You ’ re right, it ’ s important for her that this works out. She ’ s been worried about you, you know. It makes her very unhappy when you fall out with... What is it about my watch?

How much longer do you intend to hang around getting on everybody ’ s tits?

Nothing much... Your father... I think he ’ d like to see you...

Yes. You ’ re right. We ’ ll see. Maybe it ’ ll work very well with this girl. You seem to think she ’ s good. But, believe me, the doctor is right, the moment will come when... However good she is... He ’ s ill, Anne. He ’ s ill.

You have a daughter who looks after you properly. Don ’ t you? You ’ re lucky.

The woman who was looking after you. Before Laura. Have you forgotten?

We weren ’ t able to go and leave you on your own. We had to cancel our holiday and bring you over here. And now it seems you ’ re going to stay here. For good. If I understand correctly...

Not at all, Anne. I think I ’ m being very patient. Very patient. Believe me.

I do... What I don ’ t understand is... I mean, you do so much for him. I respect you for that. You took the decision to bring him here. And why not? But... How can I put this? I honestly think you ought to come up with a different solution... He ’ s completely lost it, Anne.

Yes, you ’ re right. We ’ ll see. Maybe it ’ ll work very well with this girl. You seem to think she ’ s good.

But, believe me, the doctor is right, the moment will come when... However good she is... He ’ s ill, Anne. He ’ s ill.

ANNE opens the oven . The chicken is cooking . She burns herself . She looks jumpy . PAUL appears .He presses her against him . Suddenly , ANTHONY appears . ANNE draws back from PAUL .PAUL smiles at him , distractedly . And goes back to the living room , with the bottle of wine , leaving the two of them together . ANTHONY has no idea who PAUL is . As far as he knows , this is the first time they ’ ve met .ANTHONY doesn ’ t want ANNE to be aware of his confusion . He leaves the kitchen .

ANTHONY approaches the living room . He ’ s watching PAUL from a distance . PAUL is sitting in his armchair reading the newspaper and drinking a glass of wine . ANTHONY is having some trouble understanding what ’ s happening . PAUL becomes aware that he ’ s watching .ANTHONY shrugs his shoulders . He doesn ’ t seem quite with it . ANNE appears .ANTHONY has noticed Paul ’ s watch . He seems fascinated . He ’ s wondering if it might be his .ANTHONY starts , afraid that PAUL has heard the word ‘ cupboard ’ and will discover his hiding-place .He takes ANNE aside .

ANNE speaks more quietly .ANTHONY is getting annoyed .ANNE smiles at him and makes her way to the bathroom . ANTHONY decides to head back to the living room .

PAUL ignores him . He ’ s still reading his paper . ANTHONY wants to get his attention .Brief pause . PAUL continues to read the paper .PAUL looks at his watch .ANTHONY flashes him a charming smile . He sits down right next to him .PAUL looks up from his paper .He returns his attention to the watch .ANTHONY is still obsessed with the watch .PAUL looks at him . He looks confused . Has he really forgotten who ANNE is ? A glint of malice in ANTHONY ’ s eyes .

ANNE is rummaging in ANTHONY ’ s cupboard . She discovers a fork and wonders what it ’ s doing there . Then she sees the watch .

ANNE checks the progress of the chicken in the oven . Then , she moves over to the window and opens it . She lights a cigarette and looks out of the window for a moment . In an apartment opposite , there ’ s a COUPLE both roaring with laughter . ANNE sighs unhappily .

ANTHONY has resumed his conversation with PAUL .He indicates her painting on the wall . PAUL seems impatient with this speech , which he knows by heart , slips away into the dining room to get another glass of wine .PAUL reappears . He swallows a mouthful , pressed back against the wall , his expression strange .PAUL moves closer to him . There ’ s something threatening about his approach .ANTHONY is caught off guard .Brief pause .

ANNE has a new hairdo . ANTHONY is looking at her , frowning .She smiles . The lift door opens .

ANTHONY and ANNE step out of a lift . It looks like the landing outside ANTHONY ’ s flat ( seen in scene 2 ) . ANTHONY ( and we ) assume that they ’ re outside his flat . But ANNE rings the bell .ANNE doesn ’ t answer . He ’ s starting to search his pockets for his own keys , when the buzzer goes . ANNE pushes open the door and steps into the surgery .

The entrance hall to the surgery has the same dimensions as the entrance hall of the flat , although it ’ s furnished differently . ANNE heads for the RECEPTIONIST . ANTHONY looks around , not understanding where they are . He seems disorientated . There ’ s a row of seats in startling colours , as you sometimes see in hospitals . ANNE comes over to take ANTHONY ’ s arm .

The DOCTOR is scribbling a note ; he looks up at ANTHONY and ANNE .He looks quite unhappy .Pause . ANNE looks anxiously at the DOCTOR . ANTHONY , unaware of this , carries on blithely .The DOCTOR makes a note .

You ’ re living with your daughter at the moment, is that right?

ANTHONY is sitting on one of the violently-coloured chairs in the waiting room . He ’ s watching ANNE and the DOCTOR talking in the distance . He seems worried about what they might be saying . The DOCTOR gives ANNE his card , which she slips into her pocket . She catches ANTHONY ’ s eye and immediately smiles at him , as if she was trying to conceal something from him . He looks worried and suspicious .

No response . She reaches for his hand , but he takes it away from her . Music . ANTHONY turns away from ANNE , staring out of the window of the moving taxi .

ANNE is ironing . Then , she goes to ANTHONY ’ s bedroom with the laundry basket .

She puts one of ANTHONY 's shirt in his dressing room . She pauses for a moment in front of her father 's dark suits . She touches them , as an attempt to penetrate his mystery . Then she catches sight of his well polished shoes . This suddenly reminds her of the man he used to be . ANNE sits on ANTHONY ’ s bed , next to her laundry basket . She looks unsettled . What is she going to do with her father ? Her eyes meet a photo on ANTHONY 's bedside table . It shows her father , younger , surrounded with his two daughters .DELETED DELETED

She walks along the street and into the Indian shop . She is buying a chicken . Her phone rings .DELETED

ANNE comes into the flat , carrying bags . PAUL comes from the living room .ANNE goes towards her father ’ s bedroom .DELETED DELETED

The bedroom door is open and ANNE sees him at the far end of the room , struggling with his sweater . He is trying to put it on . He can ’ t manage it , keeps putting the wrong arm in the wrong sleeve . Instead of going to help him , ANNE watches him for a minute from the corridor . He looks completely helpless . Then , flooded with compassion , she crosses over to help him .ANTHONY allows her to help him . He looks at her with great benevolence , as if he ’ s completely forgotten their recent contretemps . He notices she looks somewhat agitated .She makes a loving gesture .She ’ s almost out of the room , when ANTHONY calls out to her .She turns back .She smiles at him and leaves the room .

ANTHONY is reading a book . He checks his watch . It is time to have dinner . He closes the book and gets up .

ANTHONY emerges from his bedroom and sets off down the corridor towards the dining-room . ANNE and PAUL are talking ; and ANTHONY slows down to listen , as the voices become intelligible .Pause .

ANTHONY appears in the doorway , unnoticed by ANNE and PAUL .ANNE and PAUL simultaneously realise that ANTHONY is in the room . They start . Feeling of awkwardness .He doesn ’ t respond . Who are they talking about ? Him ?Pause .Pause . ANNE gets up and leads him to the table .

LATER : ANTHONY is sitting down . The awkwardness is palpable . Nobody knows what to say . Did he hear them ? PAUL attempts to restart the conversation .Forced cheerfulness from ANNE .Brief pause .He pours himself another glass of wine .Pause . PAUL addresses ANTHONY : it ’ s like a criticism .Irritated by Paul ’ s insinuations , ANNE gets up and takes the chicken back to the kitchen .Brief pause .He pours himself another glass .ANTHONY doesn ’ t seem to know who he ’ s talking about .Brief pause .ANNE has returned ; he turns to her .The tension between them is rising .He gets up with his plate and steps into -

- the kitchen . Once there , however , he can ’ t remember why he ’ s come . He stands there , frowning , puts his plate down so he can concentrate better .

PAUL is pouring himself another glass of wine .Pause .Pause .He gets up from the table , annoyed .Pause .PAUL makes a gesture of appeasement to ANNE .ANNE pushes him away . ANTHONY appears in the doorway with his chicken . He ’ s listening to the conversation . But neither of them has noticed him .ANNE and PAUL simultaneously realise that ANTHONY is in the room . They start . Feeling of awkwardness . A reprise .He doesn ’ t respond .Pause .Pause .He looks lost and terrified by what he ’ s just heard . Who is ill ? ANNE gets up , but this time , ANTHONY doesn ’ t allow himself to be led to the table . He leaves the room without saying anything and heads towards his bedroom . ANNE and PAUL look at one another , very embarrassed .

ANNE sits on the edge of Anthony ’ s bed . He ’ s just gone to sleep . He looks peaceful . ANNE strokes his cheek tenderly . It ’ s like the strangling scene . But this time , she gets up and leaves the room , like a mother who ’ s just put her child to bed .DELETED

Anne is sitting at her desk , lost in thought . She holds the DOCTOR ’ s card in her hand and considers it carefully . A long hesitation . She sits , turning the card around , pensive . Finally , she decides to dial a number . On the other end of the line , we hear the muzak from the waiting room . She ’ s holding the receiver away from her ear . She stares into space . Then her attention is attracted to the light reflections on the wall . There ’ s a crystal pyramid placed on her desk , and the light going through it reflects on the opposite wall as a luminous constellation . She takes the pyramid in her hands and plays with the reflections , which now show on her thoughtful and worried face .

ESTABLISHING SHOT of the same space : but with less furniture . Dawn light . LUCY ’ s painting is no longer hanging on the wall . There are packing cases , which may explain why the flat is virtually empty . The muzak from the previous scene runs over these SHOTS . It stops abruptly as the DOCTOR ’ s VOICE comes over the line , saying : “ Doctor Odgers speaking ... : Then , when there ’ s no answer , he goes on : “ Hello ? Hello ? ”

ANTHONY opens his bedroom curtains . It ’ s morning . He looks out at the street . What he sees is the same quiet London street as before . This seems to reassure him . Outside , a CHILD is playing with a plastic bag . He watches him attentively , as fascinated as if he were trying to uncover some mystery ... He smiles at this vision . But then his smile brutally disappears .

ANTHONY moves down the corridor in his pyjamas , heading for the kitchen . His attention is caught by the brightly-coloured chairs from the surgery , which are now in the hallway .ANNE ’ s VOICE is heard , calling him in the corridor .But he doesn ’ t answer . Something about the flat is different . Puzzled , he moves on to inspect -

- the living room . He sees the packing cases . Is ANNE finally moving to Paris ? ANTHONY looks at the wall . LUCY ’ s painting is no longer here . Once again we hear ANNE ’ s VOICE as she busies herself in the kitchen , preparing breakfast prior to the meeting with LAURA .ANTHONY peers at the wall . There seems to be a slightly lighter rectangle and marks perhaps made by a picture-frame .He turns around , but she ’ s not here .LAURA emerges from the kitchen . She ’ s carrying a cup of coffee .ANTHONY is startled to see her .She leaves . He seems troubled . He realises he doesn ’ t have his watch .He suddenly becomes aware he ’ s in his pyjamas . He tries to arrange himself a bit before she gets back . He gets his armchair and moves it and sits in it , pretending to be comfortable with this uncomfortable situation . She comes in with a glass of water and his medication .It ’ s as if she ’ s speaking to a child , which irritates ANTHONY .ANTHONY mimics her .She hands him the glass of water .He ’ s referring to the brightly-coloured chairs in the corridor .Pause .She gives him a dazzling smile . He watches her , fascinated .Pause . LAURA realises ANTHONY ’ s forgotten his daughter is gone . She tries to change the subject .Pause .Pause .ANTHONY wants to make himself absolutely clear .He drinks his glass of water without taking his medication .He looks at them in the hollow of his hand .He begins what seems to him the equivalent of a magic trick .He swallows the pills .He ’ s spoken like a child .Suddenly , the MAN walks in . He also has a cup of coffee in his hand .The MAN ’ s sudden appearance has unnerved ANTHONY .ANTHONY can ’ t understand what this MAN is doing in his flat . He thought ANNE was living with PAUL . The MAN has an air of menace .ANTHONY is rooted to the spot . He doesn ’ t answer .ANTHONY is alarmed .She leaves the room . We can see ANTHONY is intimidated , as if this stranger ’ s presence frightened him .The MAN moves closer to him . There ’ s something threatening about his approach .Brief pause .He gives him a little slap .The MAN smiles and gives him a second little slap .The MAN still has a broad , menacing smile on his face . ANTHONY , in front of him , looks helpless .He gives him a third little slap .ANTHONY covers his face . For a moment , he ’ s in this humiliating defensive position . The MAN continues to smile .

ANNE is smoking her cigarette at the window ( as we saw her in scene 35 ) . We seem to be in the follow-on to that scene . Suddenly , she hears her father ’ s VOICE .She hurries into the living room .

ANTHONY is in the same defensive position , hunched over . In front of him is PAUL , rather than the MAN , looking at him uncomprehendingly .No answer . ANNE turns to PAUL .She approaches her father , who maintains the same position , as if afraid of being slapped .As she speaks , she ’ s holding him in her arms and stroking his hair . She looks at PAUL with a concerned expression .He seems very lost . She tries to console him . Then , she looks at PAUL .

ANNE is in the bathroom , while PAUL is waiting for her in the bedroom . She is brushing her teeth in front of the mirror . Suddenly she stops ... She looks exhausted and unhappy . Then , she steps back into the bedroom .

ANTHONY is in bed . It ’ s the middle of the night . Suddenly , he hears VOICES .He sits up and turns on the light . There ’ s no one there .He gets up , puts on his dressing-gown and leaves the room .

The flat is in darkness . But he hears a SOUND , coming from a cupboard at the end of the corridor . He ’ s intrigued . He approaches and opens the cupboard : but the door leads him into another corridor , which ANTHONY seems to be seeing for the first time . It ’ s a hospital corridor .

He looks up and down the corridor , bewildered . All the sounds and sights of a hospital at night make it undeniable that he ’ s in hospital . He looks to and fro , rooted to the spot .He moves slowly down the corridor . Then , through a half-open door , he sees a young woman stretched out on a bed . The young woman turns her head and looks at him . It ’ s LUCY .DELETED DELETED

Same stationary empty SHOT . This time , there ’ s hardly any furniture at all .

ANTHONY splashes water over his face and looks at himself in the mirror . He uses the water to tidy his hair . He remembers his dream and decides to investigate the cupboard .

He approaches the cupboard he dreamed about . He ’ s reluctant to open it . Then he decides to do it . It ’ s a broom cupboard .

ANNE is cooking breakfast . There ’ s coffee already by his place at the table .ANNE puts a plate of toast and eggs in front of him .Anthony starts eating his breakfast . He looks baffled .ANNE smiles at him .She sits in front of him .They laugh .ANNE ’ s laughing again ; ANTHONY has a childlike smile .He laughs . The bell rings . She stands .She ’ s heading for the door .The doorbell rings again . ANNE goes to open the door .

He arranges himself behind the breakfast table , as far as possible so as not to be seen in his pyjamas . We can hear the WOMEN speaking in the hallway .They step into the kitchen , but to ANTHONY ’ s amazement , it ’ s not LAURA , it ’ s the WOMAN .She turns to the WOMAN .He ’ s terrified by the illogicality of the situation .Pause .Pause . ANTHONY seems panicked . He takes a step backwards .Pause .Pause . He obviously doesn ’ t understand what ’ s going on . Panicked , he leaves the room and plunges into his bedroom . ANNE looks sadly and apologetically at the WOMAN .

Clearly a different bedroom . ANTHONY is sitting on the bed . He ’ s staring into space . He ’ s trying to understand what ’ s going on around him . Suddenly , there ’ s a knock at the door and ANNE appears . Oddly , she ’ s wearing a coat .She comes into the room . Behind her is the WOMAN , who also comes into ANTHONY ’ s room . ANNE sits down on the bed beside ANTHONY .ANTHONY has no idea who she ’ s talking about .Emotion prevents her from finishing her sentence . She searches for some less direct way of approaching the subject .She stands .ANNE opens the curtains . You can see out on to a park .ANNE turns to her father and takes her courage in both hands .ANTHONY looks completely lost .She sits next to him .Brief pause .ANTHONY has tears in his eyes .ANTHONY is like a lost child .Pause . ANNE ’ s choked up , unable to speak .He ’ s having difficulty holding back a sob .Pause .ANTHONY realises that ANNE is moved . Immediately , he rediscovers his role as a father : he strokes her cheek , as if he wanted to console her . ANNE smiles . She closes her eyes and presses her father ’ s hand against her cheek .

ANNE comes out of the building . She walks away , leaving it behind .

Leaving the gates , ANNE hails a taxi which stops in front of her . As she gets in , she takes a last look back at the hospital .

The taxi leaves . ANNE settles into the taxi . She ’ s fighting back tears .DELETED

ANTHONY wakes peacefully from his siesta . It takes him some time to work out where he is . There are medications on the bedside table . His watch is not there . His hand goes to his wrist . He ’ s lost it again ... He fumes . He gets up .He ’ s wanting to leave his bedroom to go to the kitchen .

He pushes open the door and comes upon the hospital corridor he saw in his nightmare .

He goes back into his room . Behind him , the WOMAN comes in . She ’ s wearing a white coat .ANTHONY looks at her and realizes she has all the indications of being a nurse .Pause .Brief pause .The WOMAN is getting impatient .He takes a look at his wrist and realises he ’ s not wearing his watch .The WOMAN shows him a postcard , which is on the bedside table .He reads it . Then he turns it over and recognises the French poster we first saw in his kitchen .The MAN comes in . He ’ s also dressed in white . ANTHONY is frightened when he sees him .ANTHONY doesn ’ t answer . The MAN hands a document to the WOMAN , which she signs and hands back to him .He leaves .She looks at him , not sure she ’ s understood .She smiles tenderly at him .He ’ s crushed by sudden grief .ANTHONY starts sobbing . The WOMAN is surprised : she hadn ’ t in any way anticipated this grief .He clings to her .He calms down , buried in her arms . She rocks him gently . He looks like a child in its mother ’ s arms . The CAMERA PANS ROUND to the window .

The park . The wind blows through the trees , rustling the leaves . The image HOLDS for some time .

THE OUTLAW KING& David Mackenzie With revisions by Bathsheba Doran January 2017

A flock of SHEEP wander through corpses. A massacre has taken place. Men, women, children are dead on the ground. Sheep walk through cottages. The cottages have been ransacked. A SHEEP DOG barks, trying to herd the flock back where they belong. He works with some success, herding them past burned haystacks into the fields. The animals startle at the sound of galloping hooves. A RIDER is approaching, a BLOODHOUND at his side. The rider dismounts. Looks around. Takes in the destruction, the death. He eyes a crucifix fallen to the floor in one of the cottages. He's a man of composure but his jaw muscles are popping, his eyes are burning. He is appalled. This is ROBERT THE BRUCE (30s). His dog is FAOLAN. Robert mounts his horse again, canters off. Stops. A few yards outside the village is a dead GIRL (7). She must have been running away. There is blood down her legs. Raped. Robert stares at her. Dismounts. Runs like a madman back towards the village. He returns to the girl, still running, now with a spade. He begins to dig her a grave as fast as he can. Dirt flies through the air. All his anger, all his grief, channeled into the physical act of tearing at the earth. Faolan licks at the girls bloody leg. Robert lets out a roar.The dog bounds obediently to his side.

The king allows his soldiers to rape our women, kill our children and you would eat his food?!

Take as many as you can carry. Hurry before they reach the next village.

It took me ten years to learn how to use that effectively. Pick an easier weapon.

Call your nephew off, Comyn. We protect these people, we don't rob them.

I heard the rumor. He's a legend already. Who knows what's true?

I'm not cut out for politics and scheming. I'll fight for my country, I'll die for my country. But I live for this.

I was raised to believe that you and my father were fighting a holy war in the east. I worshiped you both for it. But now I am all grown up. And now I suspect it was not a holy war at all but rather the king partaking in his favorite pass time. The hunt.

Were not these wars to be ended after he appointed myself and Comyn guardians?

It was five years ago now. I must thank you - for enduring what you had to tonight. And I am grateful for your sensitivity in this...charade. We are being forced to play politics. As you get to know me you will learn that I hate politics.

We should, however, continue our act, for the sake of safety. Do you agree?

Gather your strength. We'll wage war on Edward together - when the time is right.

Try to get to Islay. We'll regroup there. Angus MacDonald's men will hide you. God be with you.

Edward will only crown someone prepared to be a king in name only. It is Edward who would make every decision and he would make those decisions to serve his interests only.

I've no interest in scheming and double-crossing. Comyn and I agreed to -

No. Before more blood is spilled we may try a different approach. There is one man more powerful than Edward. The Pope. The Pope can confirm the legitimacy of the Scottish crown. Edward would have to accept it.

This year our... 'guests' from King Edward's army will also be training you...in time you may be selected to serve in their ranks. As you are all aware, we must provide fighting men to our overlord.

I have sent an emissary to the Pope. If he will recognize our family's claim, I will wear the crown.

You never liked violence I saw you once save a bird from a cat. But in a vacuum of power it would be a miracle to become king without bloodshed.

Comyn has many followers. If we kill him, the country will divide.

Lord Comyn is in Dumfries and has agreed to meet with me regarding the future of the country.

I will offer him land and money to give up his claim to the throne.

It was not a real marriage. She was forced and I'm not taking advantage of that.

It is abundantly apparent that you are not interested in the actual business of ruling but instead seek to enjoy simply the wealth and privileges of royalty. I am here to offer you those privileges.

You may have one third of all my land and my wealth in exchange for relinquishing your claim and keeping the peace.

You want all? Take all. Be as a king, I'll have the documents prepared.

You hope for my head on a stake? You dream of my daughter imprisoned?

I want unity and stability so we can take back our trade with Ireland -

Control our ports and our waters. And after that, I'll call a Parliament.

Wallace had a great gift for rousing the people. I fear I am not a rabble rouser.

The journey to Scone will be dangerous. I apologize. After the coronation I will have you and Marjorie sent to France. You will be safe there.

Get away from here as soon as possible. Edward's men will be on your tail.

Ride down to those that hold the torches, recruit any man prepared to fight. Then ride on to the villages. Do the same.

Send a messenger back to Valence. Tell him I've been crowned king and we can meet tomorrow to agree terms.

No my queen, only death can do that. And we have too much to do to let that happen now.

Agreed. And you agree to surrender your castle when faced with defeat?

It's in our favor. My brothers aren't back yet. Comyn's men, maybe?

At dawn, Angus, take the footsoldiers. Flanking your left will be Chris and Lennox. Fitzalan and Neil will move their men down to your right and come up behind.

Sinclair and Mar will hold the rear with Carlyle and James. James?

Wait here. I'll send Neil to take you to Kildrummy. Lord Fraser is a friend. He will get you to France.

Let's head out to the shore and make for Islay, if Angus will have us. We'll be safe there.

If you do not fear, then how can you have courage? If the triumph is easy, then how can you rejoice?

And if others do not follow you when you set upon a path you believe to be right, then you must walk alone and trust that in time others will join and you'll no longer be alone.

It seems like in Scotland for some time we have been living in the age of the tyrants.

These days there are many Goliaths. But David always wins. God was ever on the side of David.

I am Robert Bruce. King of Scotland. As God is my witness, I ask you to join my army to ensure the freedom of Scotland.

I've had friends die. Family. But I will not bow down. With me, there'll be no more taxes for the pocket of Edward. No good men fighting wars not of our making.

I'm sure they will join us. They're tough and proud. We've nothing to lose and nor do they. We'll sail to Mull at first light.

Time to study and plan. Scotland, has a king, yes - but what it needs now is a general.

She said to me once, power is choosing a boat, hoisting the sail.

Lamberton has had Marjorie removed to a convent. And Elizabeth's parents are petitioning the king for her release.

I hope in time, you'll change your mind. I believe that you will.

Remember, when Edward first took Scotland, one castle at a time - the fear of attack ran ahead of him?

We don't need an army. Forty men will inspire forty more with forty proud stories of victory to tell. We'll fight as they did, at night, creep like foxes towards chicken sheds.

Shield, parry, strike-low, shield. A disciplined mind gives freedom of movement. Train together and you are stronger. Shield, parry, strike- high.

Be safe. I need you with us, James Douglas. You are my brother now.

An Independent scottish kingdom. Control of our ports and our waters. Lords will control their own affairs.

And what do you have, my Lords? Imagine it. Our land for our use. For our children's pleasure.

Go back to your castles and prepare your men. Then we march on Aberdeen.

Angus, create a diversion, take the men and head east! James, with me.

Pater Noster, qui es in caelis, sanctificetur nomen tuum. Adveniat regnum tuum. Fiat voluntas tua, sicut in caelo et in terra.

One spider. Many flies. No matter what happens, she keeps spinning.

We have done well, taking one castle at a time, letting word spread to the English and Scottish alike that we resist the occupation, that we will never surrender. Now it is time to show we shall do more than resist the occupation, we shall do more than win one or two struggles in the night.

A direct and public challenge to Edward. His army. Our army. May the best man win.

I am sick of running, I am sick of hiding. I'm the king of this country and I will take her back in broad daylight and I would not say it, Angus, if I didn't feel the wind at our backs, if I didn't know in my heart that the time is now.

So do I. And when we win more men will join us. Five hundred will become five thousand at the next battle, then fifty thousand for the one after that. Win this battle, and we will win the war.

We dig trenches along these lines. And we'll funnel their cavalry between them. So they end up in this bog.

Lennox and Fitzalan. You take up position here, while Sinclair, Mar and Euan are here.

James you're on the near-side, behind the trenches with the archers. Wait for my signal. Stay down until then. Angus, with me.

I know from years spent at the palace in my youth that the Prince is a liar and a cheat and thinks nothing of cutting the tail off a cat. He is a different enemy.

Robert rides as fast as he can. Over this, we read: Scotland 1297. After their king died suddenly, leaving no heir, the Scottish nobles appointed King Edward of England, to choose a successor. Instead, he exploited the rivalries among the competing claimants to seize power and become the Scots' overlord. When the people rebelled, he began a reign of terror that threatened to crush all opposition and bring the country to its knees... Almost.

SERVANTS help Robert dismount. They're all efficiency. Their job's to be invisible. One leads his horse away, another quietly asks:Robert exits.

Would you like a bath drawn, my Lord? Something to eat? Something to drink?

Where ANGUS MACDONALD, 30s, a fearsome, cheerful Highlander, and SIR CHRIS SETON, 20s, an agile warrior, are skinning hares. They turn to see a shaken Robert.His friends grin. They've been waiting a long time for this.Robert has no idea his face is filthy from his grave-digging.

I told you if you'd get out your castle once in a while you'd see a thing or two.

Come to your senses man! We can't help them now. Edward's won this day.

One less of my clan to fight your foreign wars. Vive la France and Long live Scotland!

Rumor has Wallace somewhere in Selkirk forest. I have men searching for him now.

Comyn works with no one. He's everyone's friend so he's loyal to none.

It's obvious! I thought you knew it, man! You're not totally oblivious to the ways of the world are you? Or maybe you are. Maybe you've been locked up in this castle too long with your golden dishes and white horses and you've lost every natural instinct a man should have.

Enough of your excuses. Comyn should not be king, you should! You pretend you're above it all, you pretend it's not in your nature to dirty your hands with the messy business of government, but I will tell you something my friend. You're a liar.

It's your nature to fight, it's your nature to lead and you resist your own nature because you're frightened -

He fears a life with no time for his books, no time for riding up hills for the love of a view, no time for his daughter.

Scotland has many daughters. And too many good fathers with a claim have been hanged.

What he'll do is strike a hard bargain. The two of you could be the poorest king and queen that ever lived.

We're trying to get the Pope on Robert's side, my lady. And we're hopeful. If the Pope comes around, then the English will back off.

Feels good to have the love of a good woman again, doesn't it, laddie? Feels good to rest that troubled brow of yours on those milky, jaunty breasts.

God himself drowned the entire world but for one family, so disgusted was He with the way it turned. He did not save his own shrines.

It's a good thing they've come. Valence men are assembling three miles from here, he has made a challenge.

We've been here before. You're no good to us dead, your majesty.

She had you pegged as trouble the first time she laid eyes on you. She'll be glad to be rid of you.

That's why I'm trying to get you an army, man! Your Majesty. Your Majesty, man.

Maybe Adair and Fletcher. Abercrombie's line was always close with Edward.

And we'll be back down to ten if we offer them up to the English.

He's frightened for his life if he will only meet you in a church. There can be no killing there.

I think it's possible that this may push the Pope in the other direction.

We cannot get to Scone. Valence and half his army have set up residence in Perth.

Let's not reply. We can wait for more men, then launch a surprise attack.

A fire burns in the fireplace. Robert sits in a tub, lost in thought. A servant scrubs his fingernails clean.

Scottish soldiers charge in a disorderly fashion towards the highly militarized and well-oiled English Army. Volley upon volley of arrows fly from English longbows- impaling the ragged Scots - they are vastly out-numbered, ill-equipped and disorganised. The English advance with THOUSANDS of CAVALRY, INFANTRY, and ARCHERS. DRUMMERS inspire the troops. The English King Edward I, 50s, tall and imperious, sits on his powerful WHITE WARHORSE feeling terribly alive. He signals troops to his left. They increase their speed.

Robert on the brow of a hill with FIFTY MEN including Angus and Chris. Horrified, they watch the slaughter of their countrymen. Nearby is SIR JOHN COMYN, 30's, piercing eyes, affable smile. Not to be trusted. Robert looks away from the bloodshed, notices a SPIDER and web in the dewy grass. Focuses on it. Respite.Comyn's horse crushes the spider and web. Robert looks up.

I told Wallace this was madness. He says he wants to save our countrymen. Odd choice to lead them to certain slaughter.

Sorry we missed the fun. But there's a village a mile from here that's very glad we stopped by.

If there is any man here that would rather keep their money and lose Scotland, step forward and take what is rightfully yours.

I admire Wallace. He can lead men to certain death, that is a feat.

I believe I can lead men to better lives. That is a feat too. Scotland needs leaders who can rebuild after this devastation, leaders that ensure that the people do not suffer like this again.

No, people are always bothering you for something aren't they. You'd hate it. You'd absolutely hate it.

Sire. If you believe these wars are over let me be the first to offer my hand in peace.

Actually, your Majesty, Robert and I have already discussed this and -

It is a great honor, sir. And I hope a first step to the greater honor of the crown. My family have a claim. And Robert is not interested, you know.

A hanged man cannot rule. We'll do as the king asks, execute our powers wisely -

Word of advice Robert. Play your part for now. There's so few we can trust.

Why did Angus leave? Dear friends are obliged to stay at weddings until the bitter end.

Your Royal Highness, my scout says he's in the south near the river.

It is more efficient for me to become king if Edward simply offers me the title.

I would be king. I have a claim. Oppose me and Edward and his son will know that the horse they will find Wallace on is your horse, with your saddle, your stirrups, your bridle. Support me, and we can enjoy many jolly dinners together.

You can make a little money now. Or a lot of money later if you do as I tell you.

How can I let you be the king of Scotland when you break your promises? You promised me I could be king. You are an oathbreaker. I cannot leave the Scottish people at the mercy of an oathbreaker.

I believe that the Scottish people, who are in the most part drab and dim, require a king that seeks peace with our English brothers, that knows enough to benefit from English strength at home and abroad.

In this holy place you would dangle in front of me your wealth in an obscene display to make me covet thy house?

My dear Robert, don't you see that when I am king I can simply take your lands.

Edward knows of your betrayal. The entire English army are engaged in a mass competition to cut off your head and put it on a spike for your daughter to see when she's marched to the tower.

WILLIAM WALLACE (30s) - steely-eyed and filthy - tries to stem the tide of his men fleeing from volleys of arrows - a losing battle. Nearby, a horse rears up, is lanced in the belly.

We are at the very back of the English army. No danger here. On the one side, open fields. On the other, the backsides of the last line of ENGLISH CAVALRY, unlikely to see fighting. LORD TENNANT (fat, 50s,) not dressed for battle, is running around like a chicken with its head cut off between the soldiers and the fields. He spies a resting TRUMPET PLAYER (who would have called the sound to battle.)Nearby, but out of Tennant's view, is THE PRINCE OF WALES (20s) flushed cheeks, hungry to fight. He spies a nearby mounted English soldier.The soldier dismounts, approaches.The soldier hands the reigns to the Prince.The soldier removes his helmet. Tennant runs up, breathless.The Prince looks at Tennant impatiently.The Prince looks at the soldier, waiting, uncomfortable.Tennant moves between the Prince and the soldier.The soldier freezes, unsure what to do.The Prince reaches for his sword -- and slices off Tennant's head. The soldier stares, hardly believing it.The soldier hands the Prince his helmet. The Prince eyes Tennant on the ground. Looks back at the soldier. The soldier swallows, scared. The Prince grins. He likes scaring people. He puts on the helmet, jumps on the horse, and gallops, an expert horseman, around the cavalry until he can make his way into the action. He finds some Scotsmen to kill. He fights manfully, having the time of his life, whooping.

My Lord, the king your father gave word that you are not to fight today.

You need not worry about reputation. Your father has his finest knight wearing your armour fighting on the front lines. By all accounts he's doing very well.

Your father oversees his great army. He no longer risks his life. That would be irresponsible, my Lord.

As the heir apparent, my Lord, you are to wait back here under my watch. Your father has lost two sons and I need not remind you that these recent tragedies make you more precious in not only your father's eyes but also in all of England's.

I don't care if you like me or not. One of these days, I'll be the king. And all the men that do whatever you say, will do whatever I say. And one of the very first things I'll say is: I'm not interested in books or maps. That was my father. Who's dead.

Fair enough. Although now you're losing. Probably not used to that, are you?

Robert used to spend his summers playing at Westminster when I was a boy. He was always so good at everything.

Father. Robert the Bruce is here. He's with the losing side, can you believe?

So all is forgiven then! And presumably in good time my father will appoint one of you king. May the best man win.

You must be glad to be home, Robert. I've brought Lamberton to officiate.

Lead on, Bruce. But if you find him let me kill him. If possible. My father puts too much stock in beheading enemies personally. If he hadn't been so insistent Wallace was captured alive, the dog would already be dead.

I'm afraid Comyn rather has the edge on you for the crown now, Robert. It was his spies that tipped us off.

If you're the one who catches him, that will probably even things out.

So far, you have drawn the first blood, Robert. That's to be commended.

And it's not over yet! Let's get the bastards, once and for all!

The Scots' desire for independence is a fire you have very successfully reduced to a spark. But a spark can be very dangerous. A spark is the fire.

I asked my servant here, Jacko, to grab you by the neck and hold you immobile as you have had Valence do to me so many times. I thought I would strike you in the face and get a taste of what it will be like to be king.

Jacko refused. He is loyal to the crown. Of course that means when I am king staying alive will prove very precarious for him because I will not forget that he did not do what I asked.

I decided years ago that when you hit me, I would never cry, I would never flinch, I wouldn't give you the satisfaction of trying to rub the pain away. I'm stronger than you. And although you miss my brothers, one day you'll realise that I am more intelligent and braver than the two of them put together ever were.

When this flag is raised, there will be no mercy, no quarter. No prisoners shall be taken. Robert Bruce is to be hounded from here to hell. Anyone calling him their king forfeits their right to decent death. Now, rise before us as knights.

You did not wait for me, you attacked by night. You outnumbered him, you had the element of surprise. And yet you lost him. What is it, I wonder, that my father sees in you?

How does it feel to lead an army and yet know that same army standing behind you now would watch me take your life and do nothing?

Lord Fraser! I know you have the Bruce's wife and daughter. Hand them over and I spare the castle.

You look like you're an honest man, Fraser. Do tell all. Where are they?

The only reason you're alive is because of your father's loyalty to my father. Understood?

Give up the title of 'Queen of Scotland' and you're free. The marriage will be annulled.

Valence is flooding the South West, Robert's raids are becoming tiresome.

I think we should remove Valence from command. As he seems incapable of even finding the rebels.

I suggest three thousand men. And I would tell that last thousand that their sole focus is killing just one man.

Valence has consistently failed. Why should tomorrow be any different?

I promise. But rest assured those bones of yours will be buried soon enough. I do not believe the Bruce will evade me quite as easily as he has you.

I want one thousand extra soldiers to ride at once to Loudoun Hill. Tell them their focus is solely to ride for and kill Robert the Bruce.

You do with your men as you wish. My strategy has rather more effective odds. It is one thousand English soldiers against a single man.

Edward hears the distant whoops. He's irritated, shakes his head, sighs. He addresses his general and friend AYMER DE VALENCE (40s, brutal, a man of few words).Edward nods. Then, business-like -Valence nods, rides away, to give the order.

Here's the map, I assume you've been listening. How will we defeat the Scots?

How will you know who to trust if you don't have any answers yourself?

A king does not sharpen his own sword and a king does not let other people do the thinking for him.

You are insolent. You think I don't see it? You are insolent and you are ignorant! Valence!

I've been beating insolence out of you since you were five years old and I'll keep doing it until you shed that insolent school boy skin and grow up.

I would like you more if you would read your Thucydides and study a map or two.

Why do they insist on forcing my hand when they know it will crush them?

Your father was a traitor who fought with William Wallace at Stirling Bridge.

A free man in chains. What sweet and silly stories your nursie's been telling you.

I'll give you this. You have, possibly, the biggest balls in Scotland. Leave, before I have them removed.

It brings me no pleasure to see you like this. Your father is a dear friend. As the soldiers here know, when you fight by a man in battle he becomes a brother. Your father saved my life many times in the great crusades, and I his.

I am here at the request of Scottish Lords to act as arbitrator between the claimants to the Scottish throne. It was agreed at that time that the King of England would exercise his divine right as feudal overlord to Scotland in return for beneficent oversight and just protection.

These clannish skirmishes have taken up my precious time and resources and I am glad that our work here is almost done.

I think the rebels would be more likely to accept a lasting peace if Robert the Bruce extended his hand, and bent his knee.

The lords on the hill that twist in the wind refused to kiss my ring. Will you join them?

Don't make me grieve your father. You have lost this war. Will you die on principle?

Lords Bruce and Comyn. Your families both claim the Scottish throne. Neither of you are currently fit to govern a country. But in honour of your submission I am appointing you joint guardians of Scotland. Do we agree?

I'll leave you Stirling Castle. A little broken, perhaps but still a mighty jewel. And Sir Richard.

For your friendship and loyalty, I give you a fine Scottish estate in Galloway to add to your collection.

And for your daughter Elizabeth, my god daughter, the hand in marriage of Sir Robert Bruce.

To welcome you back into the fold, Robert. We'll forge a harmonious union between Scotland and England. Now let's eat.

Whether the bishops crown him or not is immaterial. He must be stopped. He must be brought to me. And he must be killed. His hanged, drawn and quartered body must be displayed throughout all of Scotland as a stark reminder that you do not challenge England!

Send word to Valence. Tell him the rules of engagement have changed. Raise the dragon banner. My son will ride north with it and three hundred men. And my son will bring back Robert the Bruce.

This morning I rose, I performed my ablutions, I walked from bed chamber to the great room to meet with counsellors and on the way I stumbled. No reason. I simply lost my footing.

It was my hope to grow old and not die on the battlefield. But now I see the great danger of death by natural causes is that you may be lying in a bedchamber thinking of all that was left undone.

You were supposed to get him last time and you failed like everyone else.

Given that the infirm nature of the opposition we need only send two hundred and fifty of our own men and it would be enough.

Two thousand men. Why not? The spectacle alone will send half his army running.

I shall go too. It may be my last battle. I shall enjoy the spectacle of my own glorious troops. They are not needed but they shall fight by my side to bring me pleasure.

After I die, I want my body boiled and my bones preserved. And, if Valence fails, as you predict, I want my bones carried by the cavalry into every battle with the Scots. Inter them in the crypt only after the Scots are defeated.

I consulted a magician about you. A descendent, they say, directly from King Arthur's Merlin. Probably nonsense but I heard he was wise.

And I told him, try as I might, I cannot imagine my son leading armies into battle, as I have done. I cannot imagine him urging his horse forward to the beat of the drums, hungry for victory, accepting nothing less. I can't see him saying, "You sir, you'll take the left, you sir, command the right! Tell the archers hold until my signal!"

My father had no aptitude for warfare. Perhaps it skips a generation.

The alchemist assured me that he would do a spell and I would dream of you riding into battle, cutting men down to the beat of the drum.

I try, I try, I try, I try, I try to dream it. But I have had no such dream.

We take control of their continental trade routes. Aberdeen, Dundee, Berwick. Resistance is low, they'll fall easily.

My men have had a long ride. As a knight of honour, Sir. Will you allow them the chance to rest before combat?

You have my gratitude, Sir. May I suggest we commence at sunrise tomorrow?

The Prince served his purpose by raising the dragon banner. We may now do as we wish.

The king has made clear that the means don't matter. Only the end.

Perhaps we'll starve them out. Not that we'll need to. They're heading into unwelcome terrain anyway.

I have helped bring Scotland to her knees. There will always be rogue elements, they are nothing.

He is a deluded soul who, thanks to you can never come home again. He will die friendless, an outlaw and a joke.

Given that he has had luck on his side, might I suggest that we send five hundred men. Just to be safe.

Majesty, I will incorporate them into our structure of attack. This will not take long. It is now three thousand against five hundred. Six English soldiers to every Scot.

Robert inhales. Watches the slaughter below. Fights every instinct screaming "run."Comyn rides away. Robert takes a beat, puts his heels to his horse and gallops towards the battle.

Wallace staggers alone in the mud. He turns to see his men falling all around him. STEWART is retreating on horseback into the forest. Abandoned, Wallace charges into the fray.

Angus rides alongside Robert, grabs his reins so that he can't continue.Robert watches the Scots fall, helpless and frustrated. He stares astonished as he sees Wallace fighting hand to hand.Angus pulls the horses around...

A SCOTTISH SOLDIER watches Robert, Angus and Chris retreat, devastated. A lance rips through his neck and he falls out of frame. Wallace is pulled off the field by his men and flees with those lucky enough to escape. Wave after wave of arrows penetrate the Scottish defences. Hundreds of men fall, mercilessly cut down in a horrific bloodbath. Young Scots are drowned - heads forced into the mud by the advancing feet of English troops. Edward watches impassively as the English slaughter any remaining Scots on the field. He sees his son showboats, forces his horse to rear up in victory. Tuts. The tatters of the Scottish Army run for their lives.

MARJORIE (7) giggles as Robert attempts to place a long carrot in his mouth but accidentally-on-purpose keeps sticking it up his nose. She's his daughter. He adores her. Colorful wall-paintings line massive walls. Bloodhounds sleep. A lavish meal. SERVANTS are in attendance. One tends to the massive fireplace. BRUCE SENIOR (50s), Robert's father, tucks into some swan.Robert stops smiling, eyeballs his father. A servant, DREW (14), stares at Robert with disgust. Robert notices.Robert spits out the bite of swan he'd just taken. Marjorie giggles. Drew smiles at Robert, who slightly-smiles back.Robert fights to keep his voice level in front of his child.Marjorie obediently slips out.Robert smashes his plate to the ground. Robert Senior is not in the least intimidated. The bloodhounds immediately begin to eat the meat on the floor.Robert snaps his fingers. Faolan runs to his side.Abundantly clear from Robert's face he won't be doing that.

Robert, by not participating at Falkirk you have pleased Edward.

The king sent over this swan as mark of his thanks this morning.

It was not wise of the people to rise up against him, inevitably the king retaliates. It will be over soon and when the blood dries and the wounds heal he will appoint a new king of Scotland --

A king! Our family has a claim. Sit down, eat your food and tomorrow send him a note saying thank you very much, the meat was so tender.

These are our obligations, Robert. I had hoped Edward would be more respectful.

Did I ever tell you that when I went to the Holy Land to fight I purchased a small monkey on a chain thinking it would be amusing to keep such a creature about my person in the camp. I was right. It was amusing. And Edward, King Edward and I, spent hours training this monkey that we christened Moses, training Moses to ride a horse, to do flips on his back and eventually to shoot a small bow and arrow from the horse, that Edward himself had fashioned.

He was my friend. I was wrong about my friend. You cannot be his king. I apologize for asking you to do something that would have brought shame to our ancestors. Shame to Scotland.

The castle's portcullis opens. Robert steps out with Drew. By their feet are a pile of weapons. A dozen MEN ride up, including Angus and Chris.The men grab the weapons.Drew picks a lance. Robert is unsure.Drew picks an axe.They ride into the night.

English soldiers herd terrified VILLAGERS into a village square. Soldiers throw sacks of oats and wool into carts, another fills a sack with looted silver and valuables.CAMERA FINDS Robert, Angus, Chris and several HIGHLANDERS, hiding, watching. The villagers grimace as the Commander grabs a thinly-dressed BOY (12). He pats him down, finds a purse with several coins.The villagers scream as he's dragged over to a tree. On Robert's signal his men move out, silently circling behind the English. A soldier puts a rope around the boy's neck. In a flash, Robert lunges forward but too late - the boy is yanked into the air, legs thrashing wildly. Robert drives a dagger into the soldier's chest, killing him. Chris and Angus glance at each other and then charge. Robert's highly-trained fighters rush at the English. Robert tries to slash the boy down from the beam, but he's dragged into vicious hand-to-hand combat. Now it's mayhem, vicious fighting all around. Drew swings his axe wildly and discovers it's an amazingly effective technique. He kills two soldiers. He stares at their corpses, shocked at his efficacy. Within moments, most of the English are dead. The rest run. Robert cuts the boy down. The boy falls lifeless. The boy's MOTHER rushes over to his body, sobbing.Suddenly twenty HORSEMEN thunder in, led by John Comyn and his cocky nephew, BUCHAN (20s).-Robert and his men sheath their swords. Robert and Comyn shake hands.Comyn eyes the villagers' silver, turns to Buchan.BUCHAN dismounts. Robert blocks him.Comyn sighs. Loudly he addresses the villagers:Silence except for the boy's mother's quiet sobs. Comyn looks at Robert. Told you so. Before Robert can respond - a gasp followed by a cry of joy. Robert turns to see the hanged boy breathing again. Robert starts to laugh. Cheers of joy.

The King of England thanks you for your generosity! This better be all of it.

Robert and Comyn refresh themselves by a stream. They are small figures in a stunning landscape. Their men and horses are a way behind.He eyes Robert, feeling him out as he says -Robert agrees. Comyn gets to his real point.Comyn is pleased, surprised. That was easy.Comyn looks around. No idea what Robert is talking about.Comyn grins, pleased as punch. He heads back to the men.Robert takes a long last look at the beautiful view. Suddenly he hears a ruckus, swords clashing, screaming. He races back towards his men, before he's even close Comyn swerves past him on foot in the other direction, an English soldier at his heels. Seconds later, Robert hits the dirt as another English soldier tackles him. Comyn puts up his hands in surrender. Robert, fights as best he can - easy to draw a contrast between the two men here, one fighting, one giving up. Robert lands a few blows on his assailant, before he's overcome.

Robert is dragged across the grassland, his feet tied to a galloping horse. He tries to focus on the sky.

We have the south under control, your Majesty. Once we have Stirling, the insurgents will be all but crushed.

We will pray for his recovery! And we will defeat the Scots once and for all!

CLOSE ON a map of Scotland. Red English flags cover most of it, with a handful of blue Scottish flags on the east coast and far north. PULL BACK to reveal Edward, Valence and a select RETINUE.Edward removes the English flags at the top of the map.He looks up at a loud scraping noise. Sees the Prince is sharpening his sword with a whetstone.The Prince stays where he is.The Prince walks over, deliberately unhurried.Titters. Edward's not amused.The Prince stares hatred at his father.Valence, far stronger than the Prince, grips him still, arm around his neck, so that the Prince is entirely immobilized.Edward backhands the Prince across the face. Despite the blood now trickling out his nose, the Prince refuses to project anything but calm good cheer with a hint of contempt.Edward experiences the particular brand of impotence and despair common to all parents, royal or not.Valence releases the Prince as General SIR RICHARD de BURGH (50's) approaches.Edward exits.

His family has lands north and south of the border. It is said, he held his first wife, Isabella, in high affection, and grieved her passing greatly. You could have done much worse.

To everything there is a season though, eh? I have a bit of good news. Wallace has been caught.

Edward looks at the imposing castle perched on top of rocks.At Edward's nod, De Burgh marches over to a massive trebuchet- catapult. It releases huge boulders. They smash into the castle gate house.

A bloody, bruised and battered Robert, along with Angus, Chris, Comyn and their men, are pushed by English soldiers through the massive English military camp. Soldiers flock to jeer and spit at him. Robert takes in the passing weapons stores, blacksmiths, carpenters, and cooks serving the huge English army. He hears a woman's scream - looks over to see a SCOTTISH WOMAN being raped by a soldier. He struggles harder to be free, but -Robert looks over, surprised to see the Prince of Wales. The woman keeps screaming.A weird conversation. They could be talking about soccer.More screams in the background.The Prince of Wales walks off. On Robert - knowing he's dealing with madness. He looks up. From his POV we see, high on a hill, twenty gallows and twenty hanging Scottish Lords twisting in the wind.

Edward sits on a makeshift throne.BISHOP WILLIAM LAMBERTON (37) nods as an AIDE escorts in an OLD WOMAN, who curtsies.Irritated, Edward stares at her, no clue what she's saying.She's led out. SIR JAMES DOUGLAS (21) enters. He's intense, haunted. His whole life is trained on a single goal. Had he been born to different circumstances he would have been a man who avoided confrontation. That is not an option for him now.James blinks, forcing himself to stay in control.Lamberton, who is behind James, watches closely as James gropes for something in the back of his tunic. Lamberton steps forward, grabs James arm firmly.The Prince enters.A beat. Edward nods at Lamberton, exits with his entourage. Lamberton hangs back with James. He removes a dagger from the back of James' tunic. Before James can speak -

Yer Majesty. Please gi's oor laddie back. We cannae run the fairm wi' nae brawn.

She'd like her son to be released from duty, Sire. To help her run her farm.

-- Son of Sir William Douglas who died in the Tower of London, where you placed him, when I was thirteen.

My father was the bravest man I ever knew. He died a free man in chains because he would not bend the knee to you.

You gave our lands, our home, to the English Lord, Sir Richard Clifford. Now I'm of age, I'd like them back.

Sire, forgive me, but I need a squire. Let this foolish hothead serve me.

Each generation will tell a story. Better to win a whelp's gratitude with mercy than earn hatred with hardened hearts and breed another rebel.

Comyn will send another assassin. It could be someone in this room.

I'll tell Comyn we want to meet and negotiate. I'll ride tonight.

Edward attacked Berwick on Good Friday while everyone was at church. A whole town and almost no one survived. There are no rules that war obeys.

We can exchange them in town. We must get to the Lords. The more support before the coronation the better.

The people are angry but there is no discipline in a mob. First, the Lords. Then the people. You're preparing some words, I trust.

He knows we're outnumbered. The English seek a very public defeat.

This is his first battle with the English as king. Better word spreads that he fought with all deference to the chivalric code and won because God is on our side, than we gain a dishonorable victory fought devil-cloaked in shadows.

We fight for a sovereign nation, under the banner of King Robert the first.

Maybe say a little something more to the men. England has raised the dragon banner. Secure loyalty whenever you can.

We cannot march to England before we've conquered the hearts of the Scots. We should sail to Clan Maclean on Mull first. Then Mackenzie. Then MacKinnon on Skye, although he can be a stubborn bugger.

The king and de Burgh are close. He will grant the request, annul the marriage to save face.

You know my father, before he was taken, captured the castles of Disdeir and Sanquhar back from the English. And he did so with very few men.

With Sanquhar my father sent in his own servant to talk to the porter there about wood or fuel. The porter opened the gates and my father's man stabbed him. Our knights rode through. The castle was taken. Briefly.

I watched once from that window my mother and father in the courtyard and my father whispered something in my mother's ear and I don't know what he said but it must have been very funny because she couldn't stop laughing.

You're sleeping in my father's bed, while his head rests on London Bridge. I am James Douglas, son of Sir William Douglas. Wake up man.

Word is about, that the Bruce has taken ten castles! They can't count, these English folk - we've only taken the five.

When you were crowned, I bet you never thought being king would involve so much running.

There is something in nature that forces us to build our home again and again.

Go to a rich man's house, a poor man's house, even if the structure is perfectly appointed, they will still dream up ways to improve it. Let fire take that house, let a flood take it, let another man take it - as long as there is breath in us we rebuild.

We have five hundred souls who are not schooled in the art of war and it doesn't matter. What we are asking them to do will be as natural to them as asking the sun to rise in the morning. Their roofs are burning, they are fighting to breathe! My father once told me, fear not the great man with the broad sword. Fear the little man with a single stone who is fighting for his life.

Edward stands over Robert in the mud. Nearby are Comyn and Robert and Comyn's men, all prisoners now. The Prince, James, Lamberton and English soldiers stand and watch from various vantage points. James is tense, Lamberton works to appear neutral and the Prince of Wales watches with the same detached interest as when watching a solid tennis match.The Prince of Wales mutters under his breath -Chris rolls his eyes at Robert. That old story.Comyn struggles to his feet.Robert looks at Comyn. Seriously?Edward gestures to a soldier, who raises his sword and beheads a Highlander standing next to Robert. Robert is sprayed by the spurting blood. He is forced to his knees beside the fallen head. He gags.Angus is thrown in front of him. The soldier draws his sword.Chris fights tears. Angus and Robert both on their knees stare in to each others eyes. The sword rises.Robert sees that Angus has pissed himself.The blade is lowered. The king holds out his hand. Robert, approaches, kneels, kisses the ring. Furious.Edward looks over at Lamberton, remembering his advice.Robert and Comyn stare at each other, speechless. Applause. Robert and Angus exchange glances. What now? Comyn smiles at the crowd, enjoys the applause. We linger on him, as he enjoys his new status a little too much. The Prince of Wales grins. He walks forward cheerfully.Totally uninterested, The Prince walks away. Robert and Comyn exchange looks. What a prick.

At one end of the tent, numerous servants lay a magnificent feast. Edward's generals and guests mingle together. John Comyn is working the room.Robert approaches, takes Comyn aside.Angus approaches.Comyn moves away. Valence whispers some news to Edward. He raises an arm. Immediate silence.MOWBRAY stands, humble.Sir Richard stands.Gasps all round. Sir Richard is unnerved, a forced smile. Robert stares at the floor.On Comyn. Crushed.Edward moves to his table, sits and laughs with other English lords, who chatter, enjoying the feast. Angus, a ways away, watches as Comyn approaches the king.

The Prince will add only disarray. He lacks discipline. I wish we could fight without his "help."

I lose my footing sometimes. Especially in the morning when the body is still waking up.

Because Robert's pride has got the better of him. He seeks glory too soon.

Even if more men were necessary, your father has said Robert must be captured alive.

James, focused, practises swordplay, slicing the night air. A few English soldiers watch him, admiring his skill. James sees Angus through the darkness, approaches him.James shakes his head.He keeps walking.

CLOSE ON ELIZABETH DE BURGH (18). She keeps a brave face as she stares out at the awful weather and decimated land, the poverty-stricken PEOPLE. Also in the carriage, her are her father Sir Richard de Burgh and his wife LADY MARGARET DE BURGH. Lady Margaret looks at her daughter, worried. Says nothing. Sir Richard is more cheerful.Elizabeth sits back, distraught.

Surely the mighty English army can do without a boy this size. He'll perish on the journey. Wait two years and he'll be a worthy soldier.

Father, now is not the time for politics. Can't you see my husband is upset?

In a certain sense, I know very little of the world. I've fought no battles, I've sat at no tables where great decisions were made. But I have watched men rise and fall in my father's favor and in the king's favor and I have drawn conclusions of my own about the nature of power.

Power is making decisions. Power is not allowing yourself to be buffeted on the tides of history but instead choosing a boat and climbing aboard and hoisting the sail.

I choose you and whatever course you are charting. I choose you.

What makes you think they will honor any Islaygement you come to?

You got a few of them. Only a king can convince every lord in Scotland to join him.

Probably not as much fun as life in a small residence by the sea. Children playing.

There are men to whom grand speeches come easily because they crave the masses to hold them up. There are other men that operate with an inner resolve. Such men are less noisy perhaps, perhaps it will take longer for word of their actions to spread. But if they act nobly the people will hear and the people will come and it will be left to others, to balladeers and chroniclers, to tell of the quiet man's courage.

Alas, we are but king and queen of the May, and the morning will come to strip us of our crowns.

And brave Guinevere waited patiently many years to be reunited with her love...

We must look after each other. There aren't many of us ladies around.

But you're so chivalrous, that's what's so wonderful about you. Robert was a brute.

My soul is in turmoil. I am a married woman. What I need is to make a confession of my sinful thoughts about you.

If I were able to confess and was reminded of Christ's generosity and mercy then perhaps, after, you and I could enjoy each other without shame, without sin.

But you can sneak in a clergyman. I believe Bishop Lamberton would not betray our secret.

He is discreet. Send for him. And then afterwards, you and I can enjoy each other more fully.

My babe on a curling green wave be they cradling La di vik, la di vik, Ho-ro-la

Ho-ro little child, La na ban, la na ban Ho ro ei While the seagull and swan For thy cur-ach are caring la-na-ban, la-di-vik, la-divik Ho-ro-la

With his nets from the bay Will they father be faring La na ban, la na ban, ho ro la.

Dressed in finery, Robert is walking towards the castle with Marjorie. She has her arm draped over Faolan.He smiles and throws a stick. Faolan runs after it. A horn sounds in the distance.

Robert, his brothers, EUAN (21), ALEXANDER (23), and NEIL (17), Bruce Senior, Marjorie and Faolan, and several household servants stand in line.Marjorie giggles.The Prince rides in with Lamberton and James Douglas. They dismount. Thanks to the rain, everyone is soaking wet. The Bruce family bow.Bruce Senior nods, takes the insult. The Prince turns to Robert.Robert's eyes flick from Lamberton to James to Angus. Angus nods.Elizabeth's carriage door opens.Elizabeth steps out with a forced smile. Her shoe sinks into a puddle. Her father and mother follow, trying to shield themselves from the rain. Elizabeth performs a deep curtsey, the bottom of her dress gets covered in mud. Robert bows.Elizabeth notices Marjorie looking up at her curiously.Elizabeth strokes Faolan as Marjorie smiles. Robert shifts awkwardly. Bruce Senior steps up.He leads the party inside. Elizabeth takes in the overgrown walled-garden, the neglected rose bushes. Robert approaches James.James locks eyes with him.

Perhaps there'll be more good news by the end of the day. It would be nice to get at least one of these Lords on side.

Aye, like a plague. By the time he reached Perth all the other castles surrendered.

These gentlemen of France were being held here. They request to join us.

I agree with Angus. And the chances of you surviving, Robert, on an open battlefield are very slight. They'll be riding straight for you.

My memory is that when he was a lad they said he was one for study not war. Look at him now.

They left for Turnberry on Tuesday. I was to join them there tomorrow.

Comyn, a guest at the wedding, keeps a smile plastered on his face as Lamberton delivers his final blessing to the married couple. The Prince of Wales, bored, moves his head forward and back, as though urging a horse to run faster. Elizabeth catches her mother's eye, miserable. Robert sees Angus indicating they need to talk.

GUESTS congratulate the couple. Angus hugs Robert tight.Chris smiles too. Wallace is hope. Comyn watches the exchange between the three friends. Something's up.

MUSICIANS play as guests dance and laugh. Robert and Elizabeth sit at the centre of a table laden with exotic food. Robert watches their fathers toast each other. He smiles as he sees Margaret de Burgh making Marjorie laugh. Across the room, John Comyn lurks with other Lords and the Prince, clearly talking about Robert, shaking his head.Elizabeth sighs. So Robert's an asshole. Great.Euan comes to the table.Elizabeth gets up to dance. Robert walks through the room, passing several other Knights, including FITZALAN - sour- looking, older, and LENNOX - muscular, noble.Comyn approaches, takes Robert aside.Robert nods. Good advice.Robert whispers to Comyn. Comyn grins, slaps Robert on the back.

This must make you the biggest landowner in the country, Robert. Submission's not all bad.

The assembled throng cheer as Robert leads his bride away up the stairs. They do their best to smile gracefully.

Elizabeth and Robert approach the bed chambers. She's skittish, dreading this.Robert opens the door to reveal a beautifully-appointed room, a nightdress laid on the bed. Elizabeth stares.A shadow falls over Robert's face.She's surprised at his frankness and his courtesy.They stare at each other. This is weird.Robert walks away, leaving her relieved and surprised.

A blast from a hunting horn, wakes Robert brutally. He bolts upright, Faolan curled beside him, barking now. Standing over him is the Prince with a horn in his hand, grinning as he pats the dog.Robert grits his teeth. Faolan growls.

Robert mounts his horse, carrying bow and arrows.Robert stares. This is a disaster.Bottling fury, Robert spurs his horse.

The Prince and Robert look at the thick woods. A thudding of hooves. Comyn rides up with two of his MEN.Robert stares at Comyn. Ice. You're a traitor? Comyn stares back defiantly.He gallops into the forest. Comyn follows. Then Robert.

Deep within the bowels of the huge forest, in a dark and hidden clearing, Robert comes upon the remains of a fire. A twig snaps. He turns to find Wallace, a filthy bag of bones now, and three of his feral MEN. Robert's face registers shock at their physical state.One of the men moves to Robert, his dagger out.Robert dismounts.INTERCUT: IN THE FOREST: A SOLDIER glimpses the figures in the clearing. He waves the soldier closest to him, pointing. IN THE CLEARING:Suddenly, several SOLDIERS emerge from behind Robert. Robert and Wallace's eyes meet. Robert nods. A spark lights in Wallace's eye. He and Robert wheel round, lightning swords flash as they fell the soldiers. One of Wallace's men falls. A soldier screams.Wallace runs him through while the Prince, Comyn and other men charge towards the clearing. Robert grabs Wallace.Wallace vanishes into the trees. Seconds later, the Prince and his men rush in, swords drawn. They see Robert bent over, panting, with seven dead soldiers at his feet.Robert indicates Wallace's dead man.A beat. Will the Prince believe Robert?Comyn rolls his eyes.He races off, his men follow. Just Robert and Comyn now, staring at each other, hatred between them now.A beat. Comyn shrugs. Fine with him.Beat. Comyn smiles his affable smile.Comyn rides off. Robert's face darkens. Peace is no longer an option.

Robert walks quickly back towards the castle. He hears a noise. Stops. Looks around. Walks a few paces stops again. ROBERT'S POV - A WOLF in a hunter's trap. Injured. Whining. Robert stares at the noble, desperate beast. Looks around. Finds more traps, rabbits inside. He's in a poacher's lair. Robert walks towards the rabbits, pathetically snuffling. He's about to release them when -Robert turns to see a WOMAN, a peasant. He recoils slightly. She's not easy on the eye.Robert steps away from the traps.The woman produces an large knife, approaches the wolf.The woman grins. This is good news.The wolf howls. Robert and the woman both look at the animal with sympathy. The woman prepares her knife.As Robert turns away, we hear the beast whimper.

They say Wallace lives in this forest. He'll free Scotland, don't you worry. I always leave one rabbit behind. Just in case he needs it.

Robert, Chris and Angus mid-heated-conversation.Chris looks at Angus, alarmed. This is a more aggressive tone than one should really take with Robert the Bruce, Guardian of Scotland.Robert tenses. This is the truth.Pause. They await Robert's response. Robert pulls his sword.A moment, before Angus and Chris break into smiles.Angus agrees, moved.

Lamberton seals a document intended for the Pope, hands it to an EMISSARY. Sucks in his cheeks. This is a bold move. As the emissary exits, Lamberton stands, looks out of his window and watches James in the courtyard, training.

James practicing his sword moves, slashing at the night air. We see his extraordinary skills as a knight, his hunger to avenge. He runs his sword through the imaginary English.

Lord Comyn looks up, curious, as Lamberton's emissary enters. The emissary smiles. He's young, a little out of his depths but ambitious.The emissary hesitates (should he secure some kind of fee now?) Then hands him Lamberton's missive to the Pope. Comyn reads it, sucks in his cheeks, angry.Comyn takes a sword hanging on the wall. The emissary backs away, eyes wide, but Comyn gracefully lunges and slashes at his throat. An outstanding swordsmen, he merely scrapes it so that a little necklace of blood dribbles out.The emissary stares, frozen in fear.

Worth quite a lot, wouldn't you say? You can keep it if you pay me. I'll tell Lamberton I was robbed.

I must talk to Sir Robert at once. I have a message from Bishop Lamberton.

English soldiers observe TENANTS lining up with carts and livestock. Elizabeth and Marjorie are helping. Bruce Senior and his FACTOR sit as a tenant places produce on their table, piles of food and caged ducks and hens behind them. English soldiers load up their carts. Nearby, fighting-age male tenants line up beside the English soldiers. Robert addresses them.Robert looks to the ranks of English soldiers. Elizabeth watches him, sees Robert's discomfort.An English SOLDIER steps forward.Robert returns to the factor's table as a TENANT WOMAN puts her taxed silver into a pot.Robert's eyes accuse his father as the woman moves away.A sudden commotion as an English soldier drags a nine year old BOY from his PARENTS.The boy's FATHER tries to intervene. The soldiers throw him to the ground and start beating him. Robert runs over and tries to pull the soldiers off.Robert begins to draw his sword.Unsure how far to take this, the soldiers release the boy and step away. Elizabeth walks the boy to his parents. Robert studies Elizabeth, impressed. Bruce Senior studies Robert. There are tears in his eyes.

A servant stokes the fire. Robert reads in the stunningly decorated room. Illuminated texts hang on the wall. Bruce Senior enters, he does not walk easily, he sits with relief.Robert takes in the apology. Says quietly -Bruce Senior takes this in. Terribly proud.Robert nods.Robert returns to his book. Both men sit alone yet together, satisfied with their quiet reconciliation.Bruce Senior nods. Understanding. Pleased.

The emissary is talking to the head PORTER.He leads the emissary into the castle.

Marjorie runs in. She's wearing a large, heavy knight's helmet, pretending to be a ghost.Robert gestures his sleeping father.Elizabeth enters, she's wearing a helmet too. Robert notices her, can't help but smile.Bruce Senior doesn't move. Elizabeth removes her helmet. Her eyes meet Robert. Something's wrong.Elizabeth ushers Marjorie out of the room.Elizabeth and Marjorie head downstairs.

Where the porter and emissary approach the library.The Porter hurries off as Elizabeth exits to take Marjorie to her room. The emissary is left alone. Perfect. He creeps to the library.

The Emissary sees Robert kneeling by his dead father's body. He takes out a knife. Prepares himself to stab a man in the back. And runs at Robert. Robert turns just in time. They fight, falling at one point over the Robert Senior's corpse. Robert finally grasps the emissary's knife and holds it at the emissary's throat.The emissary grimaces. Robert digs the knife in.Furious, horrified, Robert stabs him.

Bruce Senior lies in an open coffin. The Bruce brothers receive MOURNERS paying their respects. Angus, Chris and James are with Robert.He scans the room for possible assassins.Pause.Pause. Robert nods politely at mourners paying their respects.Robert steps away from his friends, approaches Elizabeth.James exits.Nearby, Richard de Burgh approaches Robert and Elizabeth.Robert tenses. Elizabeth notes his discombobulation.Elizabeth leads her father away. She watches as Robert, Chris, James and Angus confer, then separate.

Elizabeth can't sleep. She's stewing about something. She sits up suddenly. Gets out of bed.

Elizabeth marches towards Robert's room. Two servants, a man and woman, rise.The servants smirk. Sex is about to happen.

Elizabeth enters. Robert is asleep.And now he's awake and surprised. Before he can say anything -Robert is struck by the wisdom of this.Robert nods. Elizabeth is satisfied that she has delivered her message effectively. She exits.

Robert and Elizabeth eat. Angus and Chris enter. Chris waits by the door, Angus approaches, whispers in Robert's ear. Robert listens. He feels Elizabeth's curious eyes on him. Given the night before, he decides she can be trusted.Elizabeth takes this in.Angus raises his eyebrows. These two seem to be getting along.Elizabeth nods. Good to know. Got it.

Robert, Angus and Chris ride off.Robert is serious. Angus guffaws, spurs his horse to Chris.

Robert, Angus and Chris gallop across high, bleak moors, lightning flashing. A lonely figure awaits them up ahead. It's James. He rides up to greet them.Robert nods his thanks at James. Good plan.

Robert enters and sees Comyn, his back to him, standing near the alter. Robert takes a moment to bottle his anger. The man did try to have him killed.Comyn spins around, tense, scans Robert to check he has no weapon in hand. Robert is too repelled by Comyn to approach. Instead he stays near the entrance as he says what he came to say:Comyn isn't entirely sure where this is going but he's fascinated and somehow amused.Robert's temper is fraying which manifests as a dangerous calm. He moves closer to Comyn.Robert is too close for Comyn's comfort now, his anger is intimidating. Comyn keeps his cool but backs away.And that's it. Comyn's flipped a switch in Robert. He should never have mentioned Marjorie.Comyn is really unsettled now.Robert draws his sword.Robert runs his sword through Comyn. Comyn's eyes widen as he dies. He can't believe this has happened. And neither can Robert. His eyes fall on the figure of Christ. He spins around and his eyes fall on the figure of Mary. Judgment everywhere. He runs out.

Where James sees him, ashen, shaking, blood on his sword.Robert doesn't move. James notes Buchan and Comyn's men are nearby, as yet unaware anything is amiss.Chris sees Robert, the sword, the lay of the land. He silently, speedily, alerts Angus to untie the horses as James physically hustles an ashen Robert over to them and up onto the saddle. Buchan hears them, sees them.Buchan rushes inside the chapel as James, Chris, Angus and Robert ride off. The church bell starts to clang.

Robert rides as fast as he can. His face a mess of emotion. Angus and the others catch up. They slow their horses. Look at Robert, concerned. Take stock of the situation.Robert breaks into a half-laugh, half sob.It's clear that the half-laugh is hysteria not amusement. Robert believes he will burn in hell.

An exhausted MESSENGER drives his panting mud-spattered horse towards Westminster. He crosses London Bridge, which is lined up with the heads of Scottish rebels on stakes, scraps of their clan banners and tartans fluttering still recognizable. Wallace's head is there. As the messenger nears the gate, GUARDS jump out, spears raised.

Edward has just heard the news from the messenger. The Prince of Wales and GENERALS await his response.Pause. The king rarely looses his cool to the extent that he raises his voice.The generals trade glances. The dragon banner is serious.The king considers.The Prince of Wales grins. Excellent news.

Robert, Angus, Chris and James wait. Robert's head is in his hands.

Lamberton watches as CLERGY engage in deep discussion.Lamberton's eyes meet BISHOP WISHART. Wishart is elderly but full of fire.Wishart rises. The discussion ceases. This man's word goes.Wishart kneels, prays. The clergy kneel too. After a moment -They look at him. Is it?A few nods. Absolutely. That's what God said to us to.

There are others with claims. Comyn's gone, Robert must surely step back, others will come forward.

The English have taken endless advantage of our indecision. We need to select a leader and rally united behind him.

There is only one true authority. If we silence our mouths and open our hearts in prayer, I believe we will be able to hear Him clearly and do His will.

God knows men stumble. That is why, in his infinite wisdom, He charted a path for our redemption.

The Church is with you. We will rally the people from the pulpit. You must rally the lords. As soon as possible you must be crowned at Scone Abbey.

Yes indeed, at the Royal chapel where all Scots kings are crowned.

He is in Rome. By the time this matter has been brought to his attention Robert will be absolved and fighting. For Scotland.

Robert looks up as Wishart enters. All business.Robert nods, too humbled to smile.Robert exits. The others trade glances. Good result.Angus chuckles, slaps the Bishop on the back.

Robert and his men mount their horses.James gallops ahead. The three friends look after him, energized and amused by the way he never stops to take a breath.They race after, catch up to James. And there's joy here. Because in some sense there are also just men, in the prime of their lives, pushing themselves to the limit.

Robert and his men walk along the busy harbour front. Sweating DOCKERS lift huge crates of Scottish produce onto ships flying English flags.

Robert and his men hurry through the square. A crowd is forming at one end. They push through the increasingly agitated throng to see what's going on. The crowd clears a moment to reveal... An arm and ripped half torso nailed to a post. A sign above reads: 'The traitor William Wallace' A wave of shock. Robert stares in horror. Cries of anguish rise all around him as the people become an angry mob.The crowd heaves forward, terrified soldiers slash at them with their swords. Robert, Angus, James and Chris are separated as mounted soldiers shove the angry crowd along. Robert can only go with the chaotic flow.

Chaos. Heaving, angry bodies, some trampled. Robert struggles through the crowd to Chris, James and Angus. The English soldiers are herding the mob now, using their horses and swords to force the Scots to run terrified along the streets. Chris, Angus, James and Robert escape down a side street.Robert nods, of course he is.

Pandemonium. LORDS argue and shout over each other. Robert stands amidst them, trying to talk, being shouted over. Angus, Chris, James and Elizabeth look on, worried.lords will never forgive this!We cut from chaos to -

Quiet. Robert and Elizabeth sit exhausted on opposite sides of a very long table. After a moment -Robert looks at her. Curious about this woman.He gives her a slow smile, a smile she likesShe smiles. He's funny.He smiles again, but this time to mask his embarrassment at this admission of weakness.Robert is somewhat comforted.He stands.She walks towards the door. Instead of exiting, she then walks back up Robert's side of the table. It's a massive table so this takes quiet a while. He watches her. She stands very close to him. She waits. He leans towards her, kisses her, almost shyly, but she doesn't pull away. Eventually she does. Clears her throat. That was a lot. And she is a virgin.He watches her leave.

Worried-looking tenants assemble as Elizabeth, Robert and Marjorie prepare to depart. An elderly servant holds Faolan while Marjorie bids him a tearful goodbye.Robert shakes his head.Marjorie climbs on. Neil trots her to the men: Chris, James, Euan and Alexander, and several lords, including Lennox, Fitzalan, and Lord Carlyle. Robert walks to his horse, pauses at Carlyle.Carlyle nods.Robert and Neil help Elizabeth and Marjorie into their carriage. The Bruce party start their journey.

The train moves northwards under a hot midday sun. Elizabeth cradles a sleeping Marjorie. Robert passes on his horse, offers her water to drink. He points into the distance. The town of Perth, its castle prominent.A smaller hamlet, barely visible. Elizabeth looks concerned.They move on.

The Prince is being dressed by SERVANTS in a suit of shining jet black armour. Edward watches.JACKO is uncomfortable, keeps working.Jacko looks like he might vomit. Keeps working.The Prince strikes him in the jaw, the hardest punch he's got, full of all the hate and love he has for his father. Edward rubs his jaw.Edward smiles, his teeth full of blood.

The Prince walks in to greet his knights kneeling before him. He raises the DRAGON BANNER.A deafening clatter of steel as THREE HUNDRED KNIGHTS in the same black armour rise to their feet in front of him.

Looking like they've ridden out of hell, the Prince and his dark mass of knights gallop forbiddingly towards the city gates. TOWNSPEOPLE stare in awe as they pass.

Robert's party moves silently under the shadow of English- occupied Perth Castle. Soldiers patrol the battlements. Robert dismounts, gesturing for the others to move on. He scans the dark mass of trees. Up ahead, James looks back. As Robert turns away, Buchan and SEVERAL ARMED MEN suddenly lunge out of the dark. Robert jumps aside, narrowly missing Buchan's sword before turning and slashing one man's throat, then dropping low and cutting the sword-hand off the second. Screams. Angus, James and Euan thunder into the fray, each taking on an armed man. James swings his sword expertly. Buchan is under pressure from Chris. He hacks his sword down but it's blocked by Chris's blade. With a second sword, Chris throws Buchan backwards, onto his knees. Chris is at his throat. Robert steps up.Reluctantly Chris lets Buchan go as the fighting ceases.Buchan runs into the dark with his remaining men.The men return to the others.

Robert's train comes to a stop in front of the ancient, imposing Scone abbey. Wishart hurries out.Wishart and Clergy appears with two ceremonial robes. Elizabeth and Robert eye each other as the robes are draped around their shoulders. It's both humbling and absurd. So much finery. Elizabeth takes Robert's hand.

Torches flicker in a decaying but beautiful court-yard. Robert and his party walk through the quiet abbey. They greet serious-looking LORDS, including SINCLAIR and MAR.

Wishart produces a golden, jeweled crown from his cloak and places it on Robert's head. Elizabeth smiles proudly. Wishart blesses Elizabeth. They take each other's hands, and rise together, smiling. Just like newly-weds. Angus, Chris, Marjorie and his brothers watch, burning with pride. Robert catches Marjorie's eye, pulls a ridiculous face. She giggles. The Lords looks askance. Not appropriate.

Robert walks out of the Abbey holding Elizabeth's hand, his retinue following. Angus puts a hand on his shoulder.Down the hill, a crowd of supporters has gathered, silently lifting their torches to show honour to their king and queen. Robert and Elizabeth are heartened. Robert raises his hand and bows. Elizabeth curtsies.His brothers approach.His brothers head away.James nods, pleased.Robert glances at him, adjusting to his new title.

Robert and Elizabeth sit by the fire. He pours wine into a cup for her.He laughs. They look at each other. Stirring of desire.She hangs a crown of flowers on him. A quiet moment. Awareness of the gravity of recent events. Robert turns to look at the tents facing theirs. Angus, Chris and others outside one, Lamberton and James outside another. Robert gets to his feet.

Elizabeth walks ahead of Robert through the willow trees, murmuring in the wind. He takes her hand. She stops, turns to face him. She kisses him. He pulls her to him, strokes her face. The kiss becomes passionate.

Post-coital, Elizabeth lies in Robert's arms. He stares up at the sky, knowing this is a fleeting moment. She laughs at the state they're in, pulling leaves and twigs from her hair. He pulls her close again.

Valence and his generals stop before Robert, Angus, Chris and James and thirty of his men.Valence looks up at the tatty royal banner. Then at Robert.They shake hands. Angus looks worried. As they ride away -

James stands alone, practicing his sword skills. As he runs through imaginary Englishmen he hisses...Nearby, a SQUIRE feeds the campfire warming Robert and his knights as they confer.He looks over to see James practising battle in the dark.They all study James for a moment, so intent, now brilliant at an art not natural to him. Drew approaches. They look up. Yes?Robert nods, moved. Drew is pleased. Heads off. The meeting continues. Robert heads after Drew.

I will be heading straight for Valence himself. If he falls, his men will panic.

Robert passes through the ranks. The men sit outside their tents by fires, sharpening spears, eating rations. He finds Drew sitting with some foot-soldiers, including ARCHIBALD, a bearded soldier, older than the others. Robert joins them. From his pocket, Archibald pulls out some knucklebones (medieval jacks).The men move closer, grinning. Robert takes off his ring.The ring bears the Bruce crest. Impressed, the men play.

Robert enters the tent, to find Elizabeth telling Marjorie a bedtime story, stroking her head.Marjorie's asleep. Smiling, Robert lies down beside them, so that Marjorie's in the middle.Suddenly, a sinister HIGH-PITCHED SOUND. Robert sits up. The sound again.He looks out of the tent into the darkness. The sound a third time. It dawns on him.

He runs to the nearby tents. Around him, his foot soldiers begin to awaken, panicking, as the arrows rain down.Robert stops dead. Above their camp, standing silently, an immense black wall of Valence's SOLDIERS. They lift their arms, pulling back their bows, aiming into the sky.The men start to stir and panic. The sound comes again, the quiver of a hundred bow-strings on release.Robert dives into his tent.

Holding his shield up, Robert throws himself on top of the terrified Elizabeth and Marjorie. Several arrows smash through the tent and lodge in his shield.He rushes them out, under cover of his shield.

Another swarm of deadly arrows fly through the darkness and rain down on Robert's men killing dozens instantly.

Using his shield to deflect arrows, Robert runs with Elizabeth and Marjorie, to ground out of the archers' range.Chaos. Soldiers run around bewildered and terrified. Angus is on his horse, screaming at the men. The other lords try to marshal their men too.Drew appears and runs over to Angus, who shields him protectively. The younger men follow suit.Another volley of arrows falls out of the sky, killing more men as they run.

Robert, Elizabeth and Marjorie reach a large boulder.He meets Elizabeth's eyes, both knowing this is unlikely. Marjorie begins to cry. He tries to hug her but she scratches at his face, screaming -She's hysterical. Elizabeth pulls her off.Robert forces himself to leave them, heads back to the fray.

The tree cover doesn't offer much protection, but it does help to obstruct an English charge. Despite this, waves of arrows are decimating Robert's men, who are gathering around their lords in panic. Robert arrives back, sees James.James runs towards him.Carlyle sprint towards the tethered horses. Another swarm of arrows kills more men. Chris runs towards Robert.An arrow buries itself in his back. Chris collapses dead in Robert's arms. Robert despairs.He lays him down. Then, from out of the darkness -A wall of soldiers, swords drawn, start running forward. Robert looks across, eyes burning with fury. James appears on a horse, pulling another one after him.Robert jumps onto the horse. Spots Angus.Instead Robert and James exchange a look and turn their horse towards the approaching English and charge towards the oncoming soldiers. The Scots can only watch, stunned as James launches into the crowd of bewildered English. DOUGLAS! DOUGLAS! The English charge as Robert heads towards them, swinging his axe, killing several soldiers and wounding horses before pulling up to assess. Suddenly a group of English knights, lead by Mowbray, ride up and bear down on him. Mowbray spears his horse's heart and it collapses. Robert's thrown off and pinned by the flailing horse. Mowbray jumps off and grabs Robert by the throat.A thud as Mowbray keels over, unconscious, revealing Drew behind with his axe. Robert frees himself from under the horse. On the outskirts of the camp, Alexander and Euan with a rag- tag bunch of thirty NEW SCOTS RECRUITS ride up.The brothers stare at the midnight bloodshed. Horrified, but -Some of the new recruits turn and run, some follow Alexander and Euan into the battle. More fighting, more bloodshed. Drew expertly swings his axe, James his sword.Alexander gives a short, desperate laugh. This is insanity. Terrible fighting ensues. A SCOTSMAN too old to be fighting and poorly-armoured, staggers fearlessly among the English like a drunk man in traffic. He wears tartan, he swings his weapon, tears streaming down his face. He mutters in Gaelic. And we make out -He fells four English soldiers before he's killed. He's glad he came. A swarm of English infantry head for Robert. Angus jumps onto a stray horse, rides between the soldiers and Robert, heading them off. A panicked look between him and Robert.The overwhelmed Scottish troops start to retreat.Robert jumps up behind him. They ride off with their retreating army.

CLOSE ON Chris, dead, still beautiful.CAMERA PULLS BACK to reveal infantry walking through the camp, killing off the helpless wounded soldiers. Other soldiers pick over their possessions. One stands over Archibald - who lies dead on the ground. He removes the ring he won at knucklebones the night before. Valence looks at his commander. He's a little worried.

Exhausted and in shock, Robert's depleted group ride hurriedly along a rutted track. The remaining foot soldiers march quickly behind. Steep slopes of stony scree are either side, dotted with clumps of gorse. Robert leads them to a spot, hidden from view. They stop, catch their breath.Angus nods, supportive.Robert nods, clears his throat.The men listen, expectant.James, Angus, Euan look concerned. Not an inspiring start.James wrinkles his nose. Daughter?Robert has the men's attention.Robert scans the glen and spots a still FIGURE high up on the scree. A powerful-looking CLAN LEADER. Beyond him, hundreds of HIGHLANDERS emerge, holding long-handled axes. James and Angus follow Robert's look. The men notice them too, shift on their feet, nervous.Robert looks back at the track they came in on, then to the pass ahead. He calls up to the Highlanders.Angus and James exchange a worried glance.Some of Robert's men smile. Sounds good.Anticipating attack, Robert rallies his men to action.The clan race forward. The knights on horses canter forward. The foot soldiers cover the rear. The MacDougalls smash into them, swinging their axes low, taking down the horses. Robert and his men kill several of them but still more surge forward. Robert goes to help his footsoldiers, picking off as many MacDougalls as he can. A MacDougall lunges at Robert, slashing his sword into Robert's calf. Grimacing, Robert swings his axe and kills him. Robert wheels round. Another wave of Highlanders storms down the slopes. Robert shouts to his men on horses.James fights off the front line of Highlanders as Angus, Alexander and Euan ride in as far as they dare. Each of them pulls a footsoldier onto their horse, then rides them uphill to safety. When they attempt to do it again, it's clear the few remaining footsoldiers have been overwhelmed by MacDougalls. James signals for them to retreat. Robert can only follow. As they ride for the forest, Robert looks back to see the last of his footsoldiers being massacred.Angus pulls Robert's reins, spurs their horses away. Robert clenches his jaw, accepting and hating the strategy.

You've some raging ambition, Bruce, I'll give you that. But you're no king of ours!

Elizabeth, Marjorie and Neil are welcomed by LORD FRASER, elderly and kind.

They are not here, Majesty. And this is a most unwelcome intrusion!

Robert's group pull up. Below, a mile distant LOCH LOMOND, a huge body of grey water, bars the route west. Robert looks at the sky. The wind's picking up, the clouds darkening.

Robert's forty men ride into a small settlement on the loch's shores. As they pass, they notice a few VILLAGERS scurry into their houses and extinguish the lights, scared the new arrivals bring trouble. Angus scans the surrounding hills, sensing danger. He spies a man running out around the back of a house, riding off into the hills in haste. Robert looks out over the water. There's a jetty and a small rowing boat. Angus and Robert share a look at the size of the meagre rowboat.

The rowboat holds eight men. James motions for Angus to go with Robert.Robert, Angus and Alexander wade out, get into the boat. Seven other men climb in, leaving thirty on the shore. Angus and Alexander start rowing. Dark clouds gather. Unseen by Robert several Highlander warriors appear on the brow of the hill above the Loch.

Robert leaps out into the waist-high water with the others, struggling to reach the shore. Alexander and Angus start rowing back for more of their men.Robert struggles ashore, looks back at the crossing and sees a swarm of Highlanders rushing down the hills towards the loch, unseen by Alexander and Angus as they're facing the wrong way. He looks around, spots a second, smaller rowing boat, pushes it into the loch, starts rowing furiously back.

James catches sight of the Highlanders running down the hill.Alexander and the men rush into the water of the loch and start swimming. They gasp at the shock of the cold water.

Spears fly towards the boats. Some of the men cannot swim. Robert, Alexander and Angus pull as many on board as they can including James, Drew and several others. As Robert turns around, Alexander is hit in the chest by a spear and killed instantly. Euan grabs him and tries to shake him alive. More men grab hold of the boat's side. A frantic scrabble to save one another. To make room for his men Robert has to pull Euan away from his dead brother. The Highlanders descend into the water with their spears poised. Out of his mind, Robert screams at the men.More spears descend relentlessly on the overflowing boats as they sail out of the Highlanders' reach. Robert looks back at Alexander amongst the dead, floating away in the dark water, bereft. Euan rows for his life, tears pouring down his face.

Angus' boat slightly ahead, Robert, James and Euan heave on the oars, aware of the men in the freezing water; teeth chattering, eyes going blank. Once out of range of the arrows, Robert stops rowing and jumps into the water to help save the dying men. James helps to pull the worst cases on board.

Robert's exhausted men land on the shore. He drags a shivering MAN out of the water.He pulls off his woollen tunic and wraps the man in it. The other men do the same. Robert directs the men to huddle in a large circle, the soaked men in the middle, the dry men on the outside, using their bodies to keep the men warm. Slowly, colour and life returns to the men.

Robert, his arm around Euan, heads up the beach towards ANGUS' with his bedraggled men. Angus' WIFE and several CLANSMEN run to greet them. Tears of joy as she sees her husband alive.

Valence and his men at attention. The Prince removes his helmet. The black knights stare at Valence unnervingly.The Prince pokes his sword into Valence's neck.The Prince responds well to flattery. He lowers his sword.A few HORSEMEN approach. They're challenged by SOLDIERS.Buchan's brought before the Prince.The Prince of Wales smiles. Nods at Valence. See?

Elizabeth and Marjorie lie asleep in bed. A noise from outside then footsteps outside her chambers. Neil rushes into their room.Neil stares from the window as the army gathers outside the front of the castle as Marjorie and Elizabeth dress hurriedly. Once they're ready they follow Neil out.

Marjorie and Elizabeth follow Neil down some back stairs and through a secret passage. They arrive at an exit.Elizabeth and Marjorie run for the trees.

Lord Fraser looks down at the Prince, with Buchan and Valence beside him. A warning shot of flaming arrows are shot over the castle walls.Several flaming arrows are shot over the castle walls. Neil runs in, approaches Fraser.

Neil and Fraser stand in front of the Prince. The Prince is working hard and well at running the show. Buchan and Valence are nearby.The Prince smirks. Valence's soldiers drag Elizabeth and Marjorie into the courtyard. The Prince nods to one of Valence's soldiers, who forces Neil onto his knees and raises his sword above him.The Prince nods. The soldier cuts off Neil's head. Elizabeth tries to shield Marjorie, horrified, hysterical. The head rolls on the ground. A HUNTING DOG immediately laps at the blood of the neck-stump.Elizabeth covers Marjorie's ears and hugs her tight.A soldier tries to separate them but Elizabeth clings to Marjorie and Marjorie to Elizabeth.Elizabeth stares him in the eyes.Elizabeth is flummoxed by this response. Marjorie begins to scream.Elizabeth and Marjorie are led away to the sound of Fraser's screams. Elizabeth grabs Marjorie and carries her in her arms, whispering comfort to her as she whimpers.

ENGLISH GUARDS throw Elizabeth and Marjorie inside. The door is slammed shut. They take in their surroundings. No windows, a cold stone floor and rough walls. Cave-like. The door opens again, a nervous ENGLISH GUARD throws a blanket on the floor.He shuts the door again quickly.

Robert watches GULLS swooping just above the ocean. Nearby, ISLANDERS dry seaweed on rocks, thread nets, catch crabs. Robert turns to see a COURIER approaching with Angus and James. They are grim-faced. Robert blinks, steeling himself.Robert loses his mind. Literally in that second. He grabs Angus, ready to kill him -Robert falls to his knees, hides his head.Robert cannot speak.

Robert's eyes are red. He and James look out over the water.Robert looks at the sea, sees a sailing ship.

Robert pours over ancient manuscripts and maps of Scotland. Pages of notes and hand-drawn diagrams lie around him. With great attention he studies an old manuscript with illustrations of Roman legions in formations. One is 'The Testudo' - a kind of human tank.

Marjorie sleeps. Elizabeth's face is a mask, as the English Guard kisses her neck.The Guard is flattered. He's actually kind of a nice guy. Dim, but nice.The Guard nods, confused but willing. He kisses her. Exits. Elizabeth sits by the sleeping child. Traumatized. Strong.

Robert and his men are pushing out the boat when a MESSENGER approaches. Angus, James and Euan watch curiously as Robert runs towards him. They watch as Robert consults with the messenger, appears to have an emotional moment. He collects himself. Heads back.The men are relieved, happy for Robert.On Robert, hopeful. They push their boats into the water.

Lord MacKinnon, wizened and wise, looks sadly at Robert.MacKinnon silently acknowledges this.A tense silence. Robert breaks it, saying lightly -Robert accepts his decision. Looks him in the eye.

You have won not a single battle. I stood with Wallace. Where were you then, my noble sir?

You've never faced down twenty thousand men and horses. When you've come close, you've run. I do not believe you can lead men into battle. I cannot in good conscience support you.

Robert, Euan, James and Angus walking away. Robert is strangely calm. The others are furious.They stop, listen to James who's eyes shine and voice always shakes a little when he talks of his father.Robert thinks.The men take this in. It's a plan.

Robert trains the forty men he has - with sticks and shields. He takes them through repetitive motions. It's almost like a dance and the islanders can't do it.The islanders try to form a square but all bump into each other and start arguing. Other islanders come to watch. Some point and laugh. Others are curious. Robert steps up to the front. Faces them. At first, he moves slowly, allowing them to copy every movement in almost slow- mo, then he quickens, and they follow, and within minutes they're moving together as if choreographed in a strange medieval ballet. His pace quickens, and suddenly what looked feeble before now looks ferocious, strong and agile.

Sunset. Robert and James stand on the prow as his men row towards the mainland. Robert looks across at several other wooden boats transporting his men across the sea. Angus and Euan head another boat.

Robert jumps ashore, the men following. Robert's eyes scan the dark treeline as the men pull the boats into the trees. Suddenly a group of ten English soldiers appear, and give chase. Angus and three knights hold them back, allowing Robert and the rest of the men to escape into the trees. The English soldiers are cut down by Angus and his men, acting together. The other Scottish boats arrive, the men quickly running up the beach and into the woods.

English soldiers steer two wagons full of provisions towards a castle. As they turn a bend they find the path obstructed with branches and have to stop. From behind the branches Robert appears. The driver of the first carriage suddenly finds James beside him, holding a dagger.

The two wagons pull up in front of the closed gates. A GUARD steps out to question them.The guard opens the gate and several soldiers approach. On Robert's signal, Angus and his men emerge from the corn and ride inside with the wagons, as more men jump from the second wagon and fan out through the castle like a spider's web, stealthily fighting and killing guards as they go. They light flaming arrows and set the castle alight.

Robert stares at the flames of the burning castle in the distance. James approaches.Robert accepts that James needs to do this.

Elizabeth is dragged in, thin, in thread-bare clothes. Visible relief as she sees her father, mother and Lamberton. They are shocked by her appearance which stands in stark contrast to their finery. Elizabeth looks down at her rags and giggles. The world has become insane. The Prince enters.Lamberton passes her a parchment. He smiles at her encouragingly. Elizabeth hesitates.Elizabeth steps back. Her mother is worried.Elizabeth hangs her head. She will not.Elizabeth's mother closes her eyes for a moment, overcome by horror and grief. She sees it all. Elizabeth loves Robert. This love may kill her.

James and Drew crawl and survey the castle. On the battlements, GUARDS keep watch. James never takes his eyes off his family's home as he says -James turns to look across the open land surrounding the castle. His gaze falls on a herd of black cattle.

Mooing cattle move slowly forward. Hidden amongst them, James and his men, using the tips of their daggers to keep the cows moving forward. The SENTRY GUARDS above the entrance gates look bored as they watch the cattle below.

Using grappler spikes attached to rope ladders, James and Drew and men haul themselves up the castle walls.

James approaches the sleeping LORD CLIFFORD. His WIFE asleep beside him. He takes a moment to let it sink in - his dreams are about to become reality.Clifford rolls over but is still sleeping.Clifford wakes with a start.James pushes his dagger into his neck. Clifford's wife wakes now - and screams.Clifford's wife runs terrified from the room. James screams, finally able to lose all control.

James holds a flaming torch. He looks around his childhood home for a moment before holding the torch to a curtain to ignite it. The flames spread. He strides out.

James and his men ride from the burning castle. A few soldiers give chase. James stops in his tracks and turns. He gallops towards them, two swords drawn.The Scots watch as James slaughters the soldiers, screaming his family name. Drew and Sinclair exchange looks. A solemn moment. The glory and horror of vengeance.

Another stronghold overcome, its English soldiers roped together to one side. Robert watches his men carry much- needed supplies from the castle larder.He nods at the starving TENANTS looking on. James rides up with his men.Robert looks at James, relieved, but notices a slight change in James now he's had his revenge. Euan appears from inside the castle, with him three French KNIGHTS blinking in the sunlight. They have no armour, they are filthy. They've been in prison a long time.Robert studies the malnourished warriors.He nods at the roped English soldiers. The French walk to the English, pick some helmets from off their heads, try them on for size. The French swap helmets with each other. At last, the perfect fit. The English soldiers look on. What is happening? A young tenant approaches Robert.Robert smiles, acknowledges. He looks over to see that many of the tenants are kneeling in acknowledgment of his title.The boy kneels. Robert takes his sword, rests it on the boys shoulder.One of the English soldiers watches this. Very nervous. This is not good.

Elizabeth is led to a large WICKER CAGE chained to a swing gallows. A GUARD opens it and pushes her inside. The cage is lifted clear and swung out one hundred feet from the ground. She screams as the basket plummets. The chain reaches its length, the cage juddering wildly as it stops in mid-air. As she dangles and swings she looks out. Beside her cage hangs another. Inside is a mound of clothes and bones being picked by crows through the iron bars.

The king is there for target practise, the Prince and generals are briefing him.Edward's aged, liver-spotted hand pulls back an arrow on the bow. His hand shakes. He decides not to take the shot.No one is entirely sure how to respond to this information.Edward doesn't believe a word of it.

Robert and his party ride. They are greater in number now. Over one hundred.

Robert, Angus and James sit with SIX SCOTTISH LORDS, including the thin, nervy Lord ABERCROMBIE.The lords glance at each other. James and Angus stare at them, very serious.Robert walks to the door.

Aberdeen is three days' march from here, your Majesty. Your men are welcome to camp at my castle in Inverness.

Robert and his men wait.The door opens. Abercrombie and the Lords emerge to face Bruce. A beat.All of the Lords kneel before him.They rise. Smiles all around. Let's do this.The lords leave. Robert watches Abercrombie closely. Angus turns to Robert.

Robert, Angus, James, Drew and FIVE SOLDIERS ride towards Inverness Castle. A small settlement off to one side. Robert notices how deserted it is.The drawbridge lowers. Abercrombie rides out with several knights. Robert watches them, suspiciously.Suddenly, a YOUNG WOMAN tears out of a croft, yelling.Abercrombie's face darkens. One of his knights turns quick as a flash and fires an arrow into the young woman.Abercrombie grins horribly. Before an arrow hits him in the chest - fired by James. From the castle, a flash of steel. Valence rides out with a force of English knights and cavalry behind him. Robert and his men turn and flee.

Valence, twenty knights and soldiers thunder after Robert's small party.They turn their horses and head for the forest. Valence and his men give chase.

The forest is too dense to ride through.Robert and his men abandon the horses and run through the forest, dodging arrows before breaking from the trees. Angus leads half the men in another direction which helps take attention away from Robert and James. They sprint towards a steep, gorse-covered hill.

James watches the English charge behind them. There's still plenty of them. Angus and his men are up the hill.Robert squints up at the glen ahead of them.

Robert scrambles up a steep path beside a raging burn, crouches low behind a boulder. On the other side of the burn, the English approach, lead by a TRACKER, a MacDougall Highlander. They look up to where Robert's hidden.

The tracker scrambles up the north bank. Robert rises up at him, rams his spear into him, kicks his body backwards. It tumbles down to the burn below. Valence's men scramble into position. Robert puts his shield on top of the boulder so that only his helmet peeks out Three English soldiers cross the burn, one after the other. Robert crouches low and takes out their legs.

James rejoins Angus and has marshalled the others to the summit. He turns back to help Robert.

Archers fire off a volley. Some lodge in Robert's shield. The Commander gestures soldiers to climb up. Robert hacks off the shafts from the arrows, punctures the first soldier's neck. Using the soldier as cover to prevent the archers firing, Robert retreats. The English archers fire forty arrows into the body of the soldier.Three knights on horseback lurch forwards. Robert reaches for his axe. James runs towards him yelling. He's stopped as a volley of arrows rain down on Robert.

Bleeding badly, Robert is helped by James and his handful of men, to scramble across rocky outcrops. They stop. Robert has an arrow lodged in his thigh. He takes off his helmet and pulls the arrow out, grimacing A group of English knights are in pursuit.Angus leads his group up into the mountains as Robert and James head across the ledge.

Panting, Robert and James climb the craggy ledge. At the top, they spot a stream, flowing heavily, up ahead. Instinctively, they run towards it, and wade their way along its path.After they've made good progress, they check back. English troops still following them.

They scramble over rocks hemmed between two towering walls of granite. Arrows whizzing overhead.

Hidden in trees, Robert and James watch the English come into view. Robert's shocked to see a Tracker leading them with his dog, Faolan, straining on a leash.

The troops and tracker are joined by Valence on horseback. Valence watches as Robert rises into view, with bow and arrow, arm shaking.Valence's men try to duck for cover but Robert's too quick. Eyes welling up, Robert raises his bow.Robert releases the bow. Faolan drops dead, an arrow in his side. Robert looks heartbroken.

They emerge out of the forest. Below them, a towering gorge. Hundreds of feet below, a raging river. Downstream, the ominous crest of a massive waterfall.The English troops draw closer. Robert and James jump into the water below. Valence arrives with his troops.He kicks two soldiers over the edge.

Their heads keep disappearing under the water as the current sweeps Robert and James along at speed, towards the treacherous sounding waterfall. Robert slams his axe into an overhanging branch. James grabs onto his legs. Valence's two soldiers are swept past them. One of them bashes his head on a massive rock before both disappear over the waterfall.The water rips James free. He too smashes into a rock, his body goes limp.He disappears over the waterfall. Robert drags himself out of the water and through the mud, panting, desperately looking for James.

Robert stares into the raging pool at the drowned bodies of the two English soldiers. There's no sign of James. Robert looks stricken, his body shaking. Above, but unable to see Robert, Valence and his remaining troops look down. Satisfied, the troops turn away. The Bruce is surely dead. Valence remains, scanning the water for any sign of life. Then, convinced, he too turns and walks away.

Robert picks his way through a thick tangle of branches and roots. He comes to a clearing, the blackened remains of a fire. He scrabbles around but finds no food or water. Beyond though, he spots a black slit in the rocks. A cave.

Robert crawls inside. His body screams at the effort. Across his path, a large spider's web. He takes it in for a moment, swipes at it, destroying it. Exhausted, he rests his head on the cool earth.

Elizabeth in the cage sings an old Scots lullaby to herself. In the corner is a bucket for her to relieve herself into.

Robert opens his eyes and the first thing he sees is the spider's web. The spider is rebuilding her web again. He closes his eyes, barely conscious.

A full moon. A shaft of moonlight on a feverish Robert. He checks his wound, it's angry and swollen. His eye's caught by the spider still rebuilding her web. Outside, he can hear rain. He drags himself to the mouth of the cave. Runs his hand over the wet grass, trying to scoop up water. He gets very little. He puts his mouth over the grass, slurps up what there is. No different to an animal. Crawls back into the cave, passing through the spider web.

Robert stares through the darkness out to the light at the mouth of the cave. He's shivering. He is filthy. He looks at his fingernails. Dirt. Bloody. He sees the spider again, spinning the web. He lies deathly still as a single shaft of sun falls across his broken body. He closes his eyes. Forces them open again, sensing sleep means death. He crawls through the web and outside the cave. Staggers to a nearby tree. Pricks some pine sap, stumbles back into the cave. He pulls off his ragged shirt and rubs the sticky sap into his wound.

Robert opens his eyes and stares. A WOLF is at the mouth of the cave. Robert swallows. Hallucination? Death? The wolf looks away from Robert, begins to dig, spraying dirt. Robert watches the wolf dig. Eventually he closes his eyes again.

Robert smashes flint against stone tying to get a spark going to light a little pile of dried grass. He tries again and again, almost crying with frustration.He refocuses. Tries again. Finally, some sparks. He blows on the grass and eventually the sparks become a little flame. Robert grins. A victory. He throws on some twigs. Fire. The cave illuminates. It feels like a miracle. Robert gets to his knees. He prays the Lord's prayer.

Darkness and a soundscape: rain, wolves, bats and a man praying.

Robert opens his eyes. Clearly in pain he struggles to sit up. He sees the spider, working on her almost-complete web. It sparkles in the morning light. He watches closely as a fly buzzes into the trap. Then another. It gives him an idea. Robert hears someone approaching. With great effort he grabs his axe. A FIGURE staggers at the mouth of the cave. A very bloody, bruised and dishevelled James. Robert stares.He hugs Bruce. Then sniffs the air.Robert laughs. He takes James' hand, is hauled out to -

Where he stares through sunlight at the spider in her web.They start to walk, both men in very bad shape. HIGHLAND GLEN - DAY Robert and James pick their way. Persistent. Stumbling. Falling. Glad to be alive. Quick cuts of them, walking through the landscape, forcing each other on. The natural world is intensely vivid to Robert as it is to those who have escaped death. Colours blaze. Silver leaves, indigo heather. The kind of natural beauty that forces an atheist to their knees to pray.

Robert and James trudge on. Robert looks up. Up ahead, in the sunlight are Angus and Euan. The men smile at each other. They are well met. Many have fallen. But they've made it.

Robert, James, Angus and Euan around a campfire. Robert pokes the fire. Quiet. Certain.Angus and Euan are uncertain. James is inspired.A pause. Angus and Euan are not convinced. Silence. Until-

Valence has read King Edward and the Prince a letter from Robert.A beat.

Edward rides at the head of his vast army. He pulls back, lets soldier after soldier overtake him so he can admire the strength of the horses, the glint of the shields. He nods and smiles at his men. He lives for days like these. And, smiling still, he lurches off his horse, and hangs to the side. Only his stirrups are preventing him from falling.

A vast landscape. Birds - black grouse - peck for seeds on the ground. Then take flight as Robert, James, Euan and Angus ride into frame. Robert is healed and clean and full of hope. The men come to a halt as their horses' hooves sink in mud.Robert jumps down, landing up to his knees in bog-water. His men are highly amused. Robert takes his sword, draws a long line, hundreds of feet across the grass, bisected by the Roman road. He draws another line alongside.The men realise what he's doing. Smiles all around.

Ten soldiers erect the king's tent. Edward lies on the ground nearby. Desperately disappointed. His eyes open as he hears -Nearby, the Prince stands by an enormous white horse. He is lost in thought. This day, he knows, will change his life. In a way his life now begins. We can still hear Valence in the background rallying the troops.The horse's HANDLER approaches.

It is your father's war horse, Sire. If you wish you may ride him into battle.

Angus, James and Euan watch as a YOUNG GIRL, not unlike Marjorie, hands a spade to Robert. There's something in the whole group's demeanor that's changed. No desperation now. Robert crouches to her height and smiles at her.Drew approaches, smiles at the others. He's ushering fifteen PEASANTS towards Robert.The peasants look at them all, unsure who is king. Robert steps forward.The peasants hold up their weapons: sticks, clubs, an axe, rusty swords, even a table-leg. Robert catches Drew's eye. They grin.We see Drew now. He leads the peasants away.

Drew and the peasants see, up ahead, an army of five hundred SCOTS silhouetted against the sky.The peasants look in the other direction. There's the English ARMY, thousands of them, waiting.

The peasants walk with Drew towards the Scottish army. One peasant turns tail, hurries off. A few moments, then the deserter changes his mind, turns back, and rushes to catch back up with Drew and his people.

Robert and Euan walk along the two trenches the men are digging. Angus is with his men, toiling alongside. Drew, James and others whittle tree branches into lethal stakes.

Edward's on a makeshift bed. He is dying, he knows it, he hates it. There are various DOCTORS, CLERGY, SERVANTS in attendance. Herbs are being burned, a poultice is being prepared. We get the impression from all the activity that a tremendous amount of spaghetti is being thrown at the wall to cure the king. The Prince of Wales is nearby, with a General. We pick up mid- conversation.The Prince of Wales shrugs. Whatever.The Prince of Wales is surprised. So is the general.He pauses, lost in past glories.The Prince of Wales finds himself near the back of the room, able to hear his father, but not at his side. Edward doesn't notice.A doctor places a leech on each cheek of the king. He pulls the King's bedcovers off, raises the King's shirt to place leeches on his stomach. The king's genitals are exposed. Over this -On the Prince of Wales. Grim. Disgusted by the prophecy. He pulls the general outside -

The Prince of Wales heads into the tent. A moment. The general waits, confused. The Prince comes back out, his eyes wide, his breath faster.The General bows very, very low. It's a whole new ballgame.The Prince enters.

Looks at his father's corpse. Removes the ring from his finger. Says loudly -

The Prince of Wales climbs on his father's white horse and gallops like hell towards battle and victory.

Robert's men gather round in full armour: Angus, James, and Euan flank him. Behind are Fitzalan, Mar, Lennox, and Mentieth. He uses a stick to outline the battleground and draws the two trench lines. He indicates the first line.A MESSENGER approaches Robert, whispers in his ear. Robert is taken aback.Serious faces brighten. But Robert is grim. It is his first moment of fear.

Valence looks up as the Prince of Wales arrives leading another thousand men. The two men approach. Valence bows low.He grins. Pleased with himself. And Valence too is impressed - and scared.Valence drops to one knee. The Prince extends his hand.

Elizabeth, pale and thin, is awakened by something hitting the underside of the cage.She looks down. A group of laughing boys throwing stones at her. Elizabeth struggles to her feet. She picks up her piss- bucket, tips it onto their heads. The boys scream in disgust, run away. Elizabeth lies down again, shivering. Begins to pray.

Robert is praying too. We hear their voices together, the two of them in the exact same place and so far away.

Adveniat regnum tuum. Fiat voluntas tua, sicut in caelo et in terra.

Robert, grim and determined, walks at the head of his army towards the mounds of earth. Behind Angus, three hundred of the men move to take up their positions. Most go behind the mounds, with a thin line of soldiers lined up in front of them. Angus signals for them to hold. Looks to Robert. A flicker of doubt, then a bold and confident smile.

Valence looks confidently along his front line. Fifty armoured KNIGHTS. Thousands of CAVALRYMEN beyond them and behind, two hundred FOOTSOLDIERS. Valence pulls down his helmet as the army rumbles forward. Meanwhile the Prince is trying to get his father's white horse to rear up.The horse refuses.

The tiny Scottish army. At the front, Robert, Euan, Angus, James and Drew in position. We linger on them. Young. Brave. Ready. Robert signals and the Scottish Royal Lion Rampant Banner is raised. The Scots cheer. Somewhere, the bagpipes play.

Valence snorts at the sight of the banner. The English DRUMMERS begin to drum. The English knights are ready.A bugle sounds. The knights kick their horses and the cavalry charge forward.

Robert's in the middle of his men, watching as the English cavalry gain speed. Angus' battalion stand ready.Hitting the boggy ground the cavalry line falters and breaks as the horses sink into the bog. Panicking, the second line swerve to avoid collision, pulling towards the drier middle ground.Robert and Angus' front lines of men turn and sprint through the gap between the mounds of earth. Surging forward, the leading cavalrymen fall into the trenches. Horses and men scream as they're impaled.

Valence watches as his army are drawn in past the first line of trenches into the narrow channel where they're set upon by the Scottish infantry rushing out from behind the earth mounds. Now the English are caught in the bottleneck, Angus' battalion drag Valence's knights from their horses and kill them. Robert wields his mighty axe alongside his men, inflicting critical blows. The Prince of Wales sees what's happening. Screams to his thousand men -His thousand men split and begin the long gallop around each side of the bog.He races along, parallel to the bog.

James runs up a mound of earth with the archers.The archers fire into the English at close range. James races down the mound, pulls out his two swords from behind his back, and launches into the fray.James cuts down English soldiers like a man possessed. A few feet away, Drew swings his axe. Robert works alongside, knocking men from their horses with his axe and finishing them off with his sword. Around them, the Scots fight confidently, the English soldiers are flailing under the onslaught. Some start panicking. The Prince's men try to cross believing they have outrun it. They try to cross, and fall.

Angus is directing his men, when he sees a huge English Knight gunning for Drew, sword raised. Angus throws his massive frame towards Drew, pushing him out of the way just as the English Knight descends. The sword finds a gap in Angus' armour and strikes his leg.Angus turns, bashes off the knight's helmet and sinks his sword into his neck. Angus limps back into the fray.

Valence brutally beats a Scottish Knight to the ground then turns to watch in horror as his men are routed. He looks around, trying to make a decision. What to do?

The Prince of Wales, now far from the bottleneck and initial point of entry, begins to cross the bog.Many of his men follow him...and the Prince and the white horse sink into the mud. So too, do the men behind him. Furious, the Prince struggles off his saddle, heaves himself back towards dry land.

Drew fights, immensely successful with his axe - until - an English knight lances him.

Robert sees several English soldiers racing towards him from the left and right. He begins to mow them down - effectively, but more keep coming. James races to his side.The two men fight side by side. Euan joins them. And then Angus. A stream of English soldiers steadily fight for Robert, but none get near. Robert and his friends fighting for their lives with a passion and precision that is unbeatable. On the English side of the bog Valence stares. They are completely immersed in what they are doing, no overview of the battle at all - and then suddenly - - it stops. No more soldiers coming at them. A moment. The group look up. Finally a view of the battlefield. They are surrounded by English corpses. And - RETREAT! He turns, rides away.Robert turns to watch as the massive English army run. Robert runs forward, his face full of vindication, triumph.The Scottish troops are screaming with victory. Robert stops suddenly. Sees Drew, lying dead at his feat. Robert forces his eyes from Drew's corpse to the retreating English army, cheers, trying to focus on the joy of victory not the cost, not the loss. Then Robert's eyes catch a sole figure on the English side. The Prince of Wales. Robert walks forward, runs now until the two men are on each side of the bog where the bottleneck allow for a crossing. Robert yells over -Robert sees a riderless horse on his side, jumps on it. Prepares his weapon. The Prince of Wales sees the same thing. Runs to a horse, jumps onto his back. The Scottish army watch. The Prince gets his horse to rear up. He raises his sword - every inch the powerful warrior. A beat. He faces Robert, longing to fight him. Close on Robert, finally victorious, finally out in the open, ready, willing, able to fight. The Prince of Wales thinks and thinks. Then he turns tail and rides away. Robert briefly gives chase as the Scottish cheer. Robert pulls his horse up to a halt.As the Prince rides, we see he is blinking away tears. The man at the beginning who wanted to fight isn't as brave as he thought. He feels it with every inch of his being. We read: Robert the Bruce went on to defeat the English in battle after battle. Robert rides back, joins Angus, Euan and James, quietly instructs them to bury the dead. In 1328 England signed the Treaty of Edinburgh-Northampton, recognizing Scotland as an independent kingdom with Bruce as it's first king, Elizabeth as queen.Robert's wife, Elizabeth, was released from prison in England. She immediately returned to Scotland where Robert and Marjorie were waiting. Meanwhile, Robert takes a spade and begins to dig a grave, just as he did at the beginning of the story. Robert and Elizabeth were buried side by side. Drew is carried by men from the battlefield and brought to his grave.Robert covers Drew's beautiful young face with earth. It's not the angry burial at the beginning of the movie. There is ritual here and sanctity. This is a leader now, a warrior who understands the cost of war, what it takes to fight and win. Robert blinks. Looks out over the land. He sees everything. The horror. The victory. What he was fighting for. Hold on Robert until we - CUT TO BLACK: END OF FILM. \*

My babe on a curling green wave be they cradling La di vik, la di vik, Ho-ro-la...

Ho-ro little child, La na ban, la na ban Ho ro ei While the seagull and swan For thy cur-ach are caring la-na-ban, la-di-vik Ho-ro-la -

Glaring fluorescence , trash overflowing with cheap detergent boxes , empty Coke machine flashing all lights orange . Only two dryers are humming . It 's very late . Keep PANNING to . a wiry , gimlet - eyed WOMAN , furtively removing crumpled newspapers from a dryer . She flattens and folds them meticulously , her glance darting angrily everywhere . Top secret mission . a natty little black man . PARTRIDGE has spread a late supper on a neat cloth atop a dryer . Small cold fowl . Brie , baguette , olives . Bottle of red . An air of competence , of indomitable upbeatness . He ignores the spy - dressed - as - bag - lady as if she were normal . More curious about . a hulking , rumpled figure scrutinizing Help Wanted ads as if cramming for life 's midterm exam . Thoughtful . Circles one , slowly . Set out on QUOYLE 's dryer are one Snickers bar and four empty snickers wrappers . His version of cold supper . He reaches for the candy , but seeing it 's the last one , he . rises . Goes to the candy machine . Drops in his 65 cents , hits the button . The Snickers starts to fall , but gets caught in the mechanism at the last moment . Quoyle blinks dully . One more retelling of the story of his life . He BANGS the machine half - heartedly . Nope . Shakes it with his shambling strength . Nada . POUNDS the coin return button . Hat trick . He empties his pocket . Studies the results . Not enough . And without so much as a sigh . he ambles back to his dryer . Starts to unwrap the last Snickers . Partridge taking this all in . But Mata Hari of the Neat Newspapers goes to the candy machine , KICKS it violently . Out fall the Snickers and the 65 cents . She scoops up both , turns in a single motion to . GLARE death at the enemy . Quoyle opens his mouth to comment . But . Does n't . Resumes unwrapping his supper , as . his dryer STOPS . He pops it open . Stares in . Blinks . Suddenly YANKS a tangle of graying shirts out onto the grimy floor to reveal they have been . STAINED streaky BLUE by a cheap pen , quietly melting amid the pile . This slips beneath even Quoyle 's expectation level . The big , soft face is pitifully , yes , even adorably , devastated .And to the bystander . This seems a comment on more than shirts .Quoyle 's head WHIPS around . As if he thought he was alone .Watches the little guy 's undemanding smile .As Quoyle gazes at his benefactor , the woman sneaks up , SNATCHES his Help Wanted ads . Races them over to her dryer . As the boys watch , she shoves them in , starts the machine with Quoyle 's coins , and glares fiercely back at us . A mother bear protecting her cubs . Partridge chuckles . Holds out his hand .Quoyle glances at the little man 's cold fowl supper .Oh .

If you're shocked when someone aims kindness your way. That oughta tell you somethin' about yourself.

Or you could tie me in a sack, throw me in the river. Tell the police you thought it was oddly - wrapped lard.

Does your wife like special pickles? They're fine with cold cuts.

Ounce Southern Comfort, ounce Sloe Gin. Ounce Triple Sec. Three ounces o.j.

I knew we had our problems. But I never thought I'd hear that word.

Do n't see how. Big mortgage. Spent their savings on the doctors. I hadda send some grocery mon.

Sorry, Ed. I got ta drive down to my parents' place. I'll be back, Friday.

Quoyle. Q - U - O - Y - L -. no, Y, then L - E. Yeh, it's my kid.

Well, as you've probably deduced, I am his son. Cause I'm at his place. As alleged.

There was a car crash, sweetie. And they found. you know, the body. Of her friend.

Petal ca n't come back, she's dead. You know dead. Like the turtle.

But she was driven by terrible forces, no one could understand. She was a locked door. Even to me.

Well, that was my friend Partridge. Made the call. And it's just an interview.

How'd the meeting go? Did they agree on a joint marketing approach?

Listen to this. ` Well, we see the postman has landed in jail for 45 days for throwing the mail in Killick - Claw Harbor. He said he had too much to deliver, and folks could just take a dip and help themselves.'

This is great stuff.' A snowmobile mishap has taken the life of 78 - year - old Rick Puff, who was on his way home from what the Widow Puff calls a ` screech - in and a carouse,' when his machine fell through the ice. A well - known accordion player, Mr. Puff had served four years in the 1970s for sexual assault on his daughters. Bet they are n't crying, either.' This Billy Pretty can really write!

Headline. Dog Fart Fells Freelance Reporter. Promising Career Nipped in Bud.

Hey, how ` bout we ask what's wrong with you? There's nothing wr.

Well, my lord, whoever runs the place should be giving this a little more attention.

I mean, children need structure. No one's even guarding that craft table, they could be running around with scissors and get hurt.

Well. My aunt ca n't bring Bunny to the daycare, she's got her shop now. But I worked it out with my boss. So I'll be bringin' her come next week.

So the Newfie drills another hole in the ice, aways off from the first one. Once again, the voice booms, NO FISH DOWN HERE!

So he moves way down the ice. Drills another hole. Voice comes again, I SAID, NO FISH DOWN HERE!

The Newfie looks around. Still nobody. Hollers, WHO ARE YA? THE VOICE O' GOD? Voice comes back, NO! THE ARENA MANAGER!

That's the one I did n't do. Mrs. Diddolate sprained her wrist. Period.

You give me a chance, and what happens? I buy the wrong boat, I write the wrong story, I am the lowest form of alleged life. In fact, your comment.

Thirty - eight years. First time anybody said you done it right.

IF YOU GUYS ARE N'T CHASING ME, I'M GON NA BE COMPLETELY CHEESED OFF!

If you pick enough, we can sell'em for a thousand dollars. And give it to Aunt Agnis to make up for those Staties who did n't pay h.

Hey. If you wan na rest next to him. I'll paint yours at the same time. No extra trouble.

so there they were, this goofy old codger and his dog, big as life.

Here I was worried about Bunny night and day, and there's absolutely nothing wrong with her.

Well. I've been workin' longer hours. So Dennis and Beety were kind enough to bring Bunny to the daycare. Fed her a lotta meals, too. They're real friends.

There's a 1904 photo hung in the library. Eight schooners heading out to fishing grounds, sails spread it like white wings. Beautiful. Beyond compare.

More common today is the low black profile of oil tankers. Like the ruptured Golden Goose, which last week bled 14,000 tons of crude onto seabirds, fish and boats at Cape Despond.

There will be more and more tankers. They will grow old and corroded, and their tanks will split. They have already done to fishing. What their spill has done to fish.

More than 3000 tankers proudly ride the world's seas. Even the biggest take advantage of Newfoundland's deep - water ports and refineries.

Oil and Newfoundland go together like ham and eggs, and like ham and eggs they'll nourish us in the coming years.

What was my panic? He was already dead. Maybe I thought, in some dim way.

Once I was past the shelter of the lee shore, and into the real wind. I realized my mistake.

Stupid. Stupid to drown with Bunny so young. No life jacket, no floating oar. No sense.

Well, hurry up. Thirty, forty years I'll be rarin' to get back out on the water.

See, a good dad would say hitting is always wrong. You coulda hurt her bad. I guess you know that.

Well, there wo n't be any trouble at school. I ` II take care of that.

Because the best thing about people. Is they can forgive each other. I heard that this morning.

Uncle. My daughter Bunny and I. We got you some hot bread. And some meat. Some dried fish. Some squash and vegetables. a cake. some warm clothes.

Naw, I just come from seein' your cousin Nolan. Guess I was thinkin' about him.

I ca n't put him there, til I go down to St. John's. See it's all right.

I mean, the kids could stay with Dennis and Beety. Or Agnis, or.

Well. Remember when you said. Someday, I'd do something nice for you?

Now, listen to this for t ` morrow. After I sign the papers at the home.

The answer to your annual outing! Rainbow trout fishing in four ponds. You pay for what you catch. Prizes in the ponds. If it drizzles or gets chilly, heated and lighted building available, right next to the ponds, with soft drinks, candy bars, ice cream and chips!

So when you told me how you think about your husband. I really understood, becau.

See, you know some of the stories about Petal. Some of the bad things. What you do n't know.

See, love. Is n't about what's good for you. Is n't about what you wish it was. Is n't about what. would make you happy.

Love. Is about want. What you really want. And you ca n't change that. Even if it's poison.

So that's why it's great. To have a real friend. When you're. Lonely.

She did stay my friend. In her way. Even tho, for awhile, we did n't see each other a lot.

Tell me about it. Just get the aunt's house fixed perfect, and I got ta move.

Three hours to drive from the Point, with all the ice. Alvin wo n't have my boat ready til New Years. Agnis can stay over her shop. Bunny and I have to find a room in town.

Hopin' you'd offer, almost worth it just t ` inconvenience ya. Unfortunately, I'm too fond a yer wife.

SO THE NEXT DAY, THEY ALL SIT DOWN ON THE GIRDER. THE BRIT OPENS HIS LUNCH BOX. ` OH, NO! SCOTCH SALMON AGAIN! FAREWELL, BOYS!' AND HE JUMPS OFF THE GIRDER TO HIS DEATH.

THE QUEBEC GUY OPENS HIS LUNCH BOX. ` MON DIEU! MEAT PIE AGAIN! AU REVOIR CRUEL WORLD!' AND HE JUMPS.

NOW THE STATIE IS ALL ALONE ON THE GIRDER. HE OPENS HIS BOX. ` HOLY MOLEY! BOLOGNA SANDWICH AGAIN! I DO N'T HAVE TO TAKE THIS!' AND LEAPS OFF.

AT THE FUNERAL. THE BRIT' S WIFE SAYS, ` WHY DID N'T HE TELL ME HE HATED SALMON?' FRENCHY'S WIFE SAYS, ` WHY DID N'T HE COMPLAIN ABOUT THE MEAT PIE?' STATIE'S WIFE SAYS,' I DO N'T GET IT. HE ALWAYS MADE HIS OWN LUNCH!'

His whole life would be changed. If he could come upon. A fishing license.

It was so big, I thought it was a tea cozy for your car. But if it's for me, it has to be bigger, huh?

One Christmas with Petal, I gave her eleven things. And I wrapped them. And watched her open them up.

She did n't have anything for me. Like every year. But this one time, she said, ` Wait a minute.'

She ran to the kitchen. I heard the fridge open. She came back. With her hands hidden behind her. Then, she held out.

Two brown eggs. She gave them to me from her own hands. They were cold.

I broke'em, careful. Made her an omelette with'em. And I saved the shells. In a little box.

Well. I got ta collect Bunny. Beety's gon na have supper waiting.

We get so little mention in the wires. Thought you'd like to see.

Silver Melville was captured in Moored with a cruise steward. The boy was twenty, a looker, wearing Armani clothes. Driving a nice Lexus.

Y' know what the feathers around here need th' most? A good ruffling, I say.

And how we should be good to each other. While we have the chance.

I found this in Jack's drawer at the paper. I do n't know if it's somethin' special.

Maybe he just said it. To make your Uncle Dennis laugh so hard. You think?

That's something the world is always teaching us. And sometimes, the learning comes later.

You know. What we wait for? It's like the main stem of this boat. It gives us our shape.

See, three hunnerd words would be, like, one page. This is. oh, fifteen, sixteen.

You know she's been learnin' to drive a rig. She got the Oakland to New Orleans run. I'm gon na make her smoked duck sandwiches for the road. I can edit copy anywhere.

Shabby one - floor newspaper . Old equipment , listless personnel , stale you can smell from here . Only guy working is Partridge , who is laying out the front page , and glances up to see across the floor . Quoyle enter in his best suit . It is also his worst suit . Partridge points to the only enclosed office , and gives his buddy a hearty thumbs - up . Quoyle nods , his smile a rictus , his eyes a glaze of panic . We see now that he is chewing , somehow . On the way into the office , he snags a doughnut from a paper plate by the coffee . Enters .

ED PUNCH , managing editor , looks up from a reverie with a startled expression . He wears really thick glasses which MAGNIFY his eyes , giving him a frightening aspect .From the rear , we see Quoyle can barely squeeze himself into the chair .All the change SPILLS out of Quoyle 's pockets , and CLATTERS onto the wood floor , ROLLING interminably , as Quoyle fidgets .REVERSE ANGLE now to see Quoyle 's face . The neat moustache of powdered sugar .And takes a healthy bite from what 's left of the doughnut .Quoyle nods , dumbly . Knows this .Quoyle nods bigger . Like he gets it . Punch shoves an antique tape recorder across the table .HOLD on Quoyle 's eyes . Recalling . FLASHBACK : EXT. . PUBLIC POOL - DAY . Quoyle as a fat kid in a baggy bathing suit , being savagely pummeled by his vicious OLDER BROTHER .Being pulled off the sniveling Quoyle by a rough hairy man with dead eyes .Quoyle 's FATHER hauls him off the deck , and in a single motion , FLINGS him INTO the pool !Watches the THRASHING with mild contempt . Turns away before Quoyle simply SINKS beneath the surface .

Anyway, that's why I'm takin' a chance on you. Partridge said he'd re - write whatever of your stuff. Stay late.

We're a family paper. Upbeat stories with a community slant. Self - help stuff : Are You a Break - fast Alcoholic? Guide to Getting Dumped. like that.

City Planning Board meeting at two - thirty. Three hunnerd words max. Sink or swim.

I got the summer interns comin' next week. They're free and they're smart. Got ta do somethin' to fight this slump. But do n't worry.

You think I'd go pay that prick respects? You got me confused with you!

Well, see, that's why he did it. I mean, think how it felt. Taking from you.

Quoyle, this is your father. Calling you. Dicky's machine is full. Your home one's broke. Well. It's time for your mother and I to go.

Instructions about the undertaker. The cremation. On the dining room table.

You'll have to make your own way. I did. Nobody gave me nuthin'. Other men woulda give up, turned to bums. I sweated, wheeled barrows of sand, went without so you and yer brother could have advantages. Not that you did much with your chances.

Has n't been much of a life. Tell Dicky and my sister Agnis Hamm. Her number's on the dining room ta.

The empty room a haven of dust motes floating in sickly fluor - escence . Quoyle sits across the desk , gazing with endearing fearfulness as Partridge turns page after page .Partridge does glance up on that .Nobody smiles . Nobody has to . Quoyle pulls a big glass jar from a paper sack . Sets it on the desk .Partridge looks at the cornichons . They look expensive .DISSOLVE to .

Sausages on the BBQ , interesting colors and sizes . A huge hand delicately places cut - up pieces of quail on the grill . It is Quoyle , trusted , paying attention . MERCALIA , a slim black woman with fiery eyes and an enticing smile , hands him a glass of white wine , and . goes to slip her arm around Partridge . He watches Quoyle 's concentration approvingly . Shares a smile with his sexy wife . And raps a knife on his glass . Announcement . Quoyle looks up with innocent eyes . Which makes Partridge hesitate .Mercalia takes out the package . Wrapped in tissue , a neat ribbon . She hands it to Quoyle , and leans up to kiss his cheek . Quoyle looks down at it , dumbfounded . A silence .Quoyle smiles . Sweet and slightly confused .He starts to unwrap .a wristwatch . A nice one . He is overwhelmed , but still uncomprehending .And steals a glance at her husband .That stops Partridge 's face . No more stalling .Quoyle so pole - axed he ca n't even lose the smile . It just turns stupid and transparent . His friend swallows .Quoyle nodding slowly , smile still there . Yep . I guess y' can . Partridge sees that it 's a death blow . Mercalia looks at her feet .As if parting advice . As if Quoyle should file that away . So Quoyle nods some more . As if he will .On this , Quoyle 's smile deserts him . So Partridge reaches out his hand . Quoyle paralyzed , then takes it . CLOSE ON their handclasp , and DISSOLVE to .

a slender feminine hand . Buried in Quoyle 's .PAN up to see her . Tiny , twitchy , moist ringlets . A gray - eyed predator . She looks around at the milling suits and their name tags . As if they were alternatives .Quoyle transfixed by her slight form in its loose but clingy wrapping . The smile that sees him again and flickers .Do n't you ? No answer . She laughs , as if at some off - color response . Runs hot fingers up his arm , leaning to his face .Quoyle . Blinks . She laughs again . Bright , like whiskey music .

Buy me a drink somewhere, it's seven - thirty. I think I'm going to fuck you by ten. What do you think of that?

That's a swell idea. Now go look on top of the fridge, where I keep the Mr. Boston. I'll wait.

Find yourself. A girlfriend. With what you got down there, you'll do fine.

Want to pick my berries, do you. Should I climb right up on this sink?

Petal naked in near - darkness , moves with authority toward the massive lumpy creature nearly overflowing his bed . Draws the covers back . Stares .Climbs on , the lithe move of a leopardess . Feeding time .Petal RIDING in silhouette , with great , violent swoops . CLOSE on his face , his eyes . Lovelight .

Horrible place . Smoke and bodies . Quoyle alone , carrying his sloshing beer , apologies unheard , toward .the back of Petal , talking to a big guy in a shiny suit .Closer . Close enough to hear .HOLD on Quoyle 's face . The lovelight has never left . It shines through the shock . As if in apology .DISSOLVE to .

One - year - old BUNNY is SCREAMING in a rickety crib festooned with mobiles and bright toys . HEAR Quoyle POUNDING in . He reaches to lift her . WAY UP , starts running around the faded little parlor making cheerful airplane noises , as he DIVES and SWOOPS the shrieking kid , until he . stops . Sniffs . Oh . Gives her a kiss , which does n't put a dent in the screaming , and flops her down on the diaper table . She is screaming LOUDER . He is fumbling with the diaper , the Baby Wipes , getting a wad of ten or so at once . When . the phone rings . He runs off . Runs back , lifts Bunny , diaper dangling from the tape stuck to her skin , and SNATCHES up the phone , hoping with everything in him that it 's .He takes a breath . Can hear the noise of a rowdy spot . Country juke box .Bunny . Has stopped screaming .What should he do ? He sets Bunny carefully on the floor . She starts screaming again , and he LIFTS her quick , cuddles her . LOPES off , leaving the phone on the floor . RACES back in with the Mr. Boston , a bag of pork rinds , and a pacifier . Something for everyone . As he flips the pages , he murmurs into the phone .She laughs , almost friendly . He smiles . Ever hopeful .CLICK . The BUZZ of her disconnect . He glances down at Bunny , working the pacifier . Murmurs to the receiver .Hang up the phone . Kiss a baby . Eat a pork rind . Slow . As he gazes down on Bunny , we PUSH INTO her face , and MATCH DISSOLVE to .

an ECU of Bunny , now six years old , asleep in the flickering blue light of a nearly - mute TV . Apparently she was watching Sportscenter . PAN the darkened shoebox room . Toys everywhere , in a clutter . A pile of used Barbies , limbs jutting in all directions , waiting for a mass grave . BACK to Bunny , to see . she sleeps in her father 's lap . His chin resting on her head , an industrial - size bag of cookies handy . Somewhere , a door OPENS . SLAMS HARD . Quoyle gently lays Bunny on her bed , and lurches INTO the hall , to see Petal disappearing into her bedroom , and he hurries to stop the door before it slams in his face . When she turns , she is wasted , feral , and somehow as sexy as ever . Her laser glare . What the fuck do you want ?Really ? She tears off her jacket , revealing that she has left her shirt somewhere and is down to her bra . She stalks toward him . Straight to the doorway . He flinches .Quoyle swallows . Shakes his head .No . No . Tears of shock pool in his eyes .She shivers with disgust . Walks around in a frustrated circle . Back to his face . Are you sure ? What does a girl have to do ? And now . the tears are on his face . She flashes her hardest look . And yet . her slender fingers reach out . Wipe his face , not as roughly as she might have intended .And CLOSES the door , quietly , but firmly . In his face . He stares at it . His lips part . But no sound comes . Instead , he walks the few steps to Bunny 's room , to find her . wide awake . Sitting on the edge of her bed . No question , she heard it all . So Quoyle smiles . He reaches to the top of her battered armoire . His eyes damp but dancing for his daughter . Pulls down . a box of chocolates . Their stash . He sits on the floor . Opens the lid , like buried treasure . She comes to cuddle in his lap . He feeds her one . She feeds him one . They 've done this before . As they chew .

Everyone trooping back from lunch , twos and threes . Quoyle last , alone , still stuffing down a snack cake as he heads for the coffee pot . There 's one answering machine for everybody here , glowing a red number 2 . Someone hits it , and everybody shuts up a beat , to see if they got lucky .LILA does n't even bother to blush . A shrug is plenty .Quoyle listening . Go ?Oh . Go . Eyes are sneaking over now . Lots of them .Everybody just openly staring now . Quoyle 's snack cake and coffee frozen in mid - air .BEEP !Quoyle nods . Sounded that way . Despite the hateful coarseness of this message , Quoyle is deeply moved . Lips pursed inward to stem tears . In the silence .Quoyle stares into distance . Somewhere , feet shuffle .He nods , it is that . Wanders on over to his desk . They 're still watching , but he does n't seem to notice . Turns his ratty Rolodex with solemn slowness . Not to dishonor the moment . Finds the number , dials . Winces at the harshness of the voice he hears . Then .He ca n't say any more . Turns out , he does n't need to .Quoyle licks his lips . His eyes puddling now .Quoyle shakes his head once . That confused he is n't .Silence .LONG ANGLE . they are watching him replace the receiver in its cradle . Think . Stumble slightly , as he makes his way toward .

This is Lt. Amos Figg of the Mockingburg, New York Police. Could you have him call me when he ret.

Punch looks up , startled at Quoyle 's entrance . His oversized glasses seem to magnify his eyes more than ever .A full beat .Quoyle 's eyes sharpen .Oh . Once again , life slips beneath even Quoyle 's expectations .Do n't ?A beat .

Quoyle enters carrying a spray of violets . HEAR Springer turned up loud . He goes to the parlor to find . MRS. MOOSUP , the babysitter , smoking and swigging a Pepsi . She is mean - ugly with flesh hanging beneath her arms . She stares at him , the flowers .Uh - oh .He knows the one .He is heading toward the hall .That stops him . Cold . He turns .He TEARS out , DOWN the hall , INTO Bunny 's room . closet open . Empty . No more tangled pile of Barbies . He surveys the wreckage of his life .He staggers out of the room , down the hall .into the kitchen . Lifts the receiver . Thinks . Dials .And straightens his spine . Just a little .He 's still holding the violets . He notices this . Sets them down , almost tenderly , in the sink .

She came in at one, packed like crazy. Said she was movin' to Florida with the guy in the red Geo. You know the one.

She says you got ta pay my wages for the sittin'. Seven weeks, comes to $ 3080. ` Preciate a check right n.

She was real clear about my check. It's no fun workin' if you do n't get paid.

Quoyle alone in absolute darkness . Bumping around the house . There 's a large bag of something in one hand , maybe M & Ms. But he 's not eating . Just murmuring to himself .

Quoyle moving in his parents ' cluttered parlor like a man underwater . A room as drab , as neglected , as Brooklyn through the window . He stands at a shelf now , staring at a row of framed photos . Lifts one . a BOY of 15 , bundled for winter , stands by a frozen pond . Stocky , sullen , something unpleasant in the narrow eyes . Next to him , not touching , a GIRL , big for 12 . Rawboned , husky . Flat gaze , like something 's dead or hidden . Quoyle walks to the table . A cardboard box has been filled with mementos . A slip of paper : AGNIS HAMM , a telephone number . The phone is RINGING now . Quoyle staring at the paper . Finally , lifts the phone , breathes an absent greeting , and .Quoyle blinks . Not in the mood .Silence .And says no more . We can feel Quoyle 's heart beating from here .Ominous . Would be an understatement .Quoyle 's heart . Has stopped .INTERCUT . a dingy kitchen , scuzzier than we could even have guessed . Bunny in her underpants sliding merrily on a floor made slippery with dish detergent . PAN past the video camera on its tripod to the PORNOGRAPHER at the window , also in his underpants , screaming into a cordless phone . And . BACK to Quoyle . His heart must have started again , because he is able to say .INTERCUT . a riverbank somewhere high above swiftly - flowing water . Police and bystanders gathered . A winch reaching its chain into the depths .Here comes part of the Geo . Streaming water and mud .BACK to the horrified husband . Waiting in silence .Oh . Tears finally force their way through the shock . As he realizes .

We're a small town upstate. I'm actually trying to reach his son. He allegedly went down to his parents' place two days ago.

There's no need for that tone, sir. I'm calling with urgent news.

Your daughter Bunny was sold by your wife to a child pornographer. For $ 9000.

But she's fine. We got her. And the doc says she was n't touched. Yet. If you catch my drift.

Your wife was in a red Geo which went through a guardrail over the Chesapeake Bay Bridge.

They were doin' 97 in a fog. The car was cut in half by the impact with the rail. Her male companion's body floated up downstream.

May never find the body. But she was mercifully killed on impact, without a doubt. They found her shoes under the dash and her. trousers for some reas.

Quoyle moving his bulk FAST down a corridor , a uniformed COP almost skipping alongside to keep up , watching Quoyle like a hawk all the way to . the threadbare common room . Kids playing , arguing , sleeping , staring at an antique TV . Quoyle goes THROUGH them all , cop doggedly in his wake , and sinks to his knees beside .Bunny on the ratty sofa , legs dangling , holding out a vintage Gameboy . She wears clean clothes , freshly - washed hair , and a comfortable smile .And kisses her , lightly , on the lips .She kisses him back , much harder , on the mouth . The lopsided grin of a practicing imp .We had n't seen them , hidden beside his leg . A bunch of DAISIES . He gives them to her . Like her best beau .And then .Bunny does n't understand .PULL BACK to the cop , staring down on them from point - blank range . He does n't move . Quoyle looks up , with an easy smile that says he 'd just as soon tear all the arms and legs off , and sweat the consequences later . The cop backs well off . He can take a hint .He looks in her eyes . Shakes his head . No .He nods , I do . Tenderly pulls a strand of her hair aside .That 's right . His big hand has wrapped around one of hers . She does n't seem to mind . Their faces so close .She drills his eyes . Calm as a moose .He shakes his head .And leans her forehead . To rest against his .

The White Dog with the big teeth and the red eyes. The Skinny Ghost owns him. They came last night.

Warren threw up in your sleeping bag. She's got a stomach problem.

Herry told her he had to pee. But the way he talks. He could just say ` eeee,' like that.

She told him that recess was almost over, an' she was n't gon na make a trip special, an' he could hold it.

I had to do it. ` Cept for Wavey, I'm the only family Herry's got.

Quoyle stumbling toward the front door , drawing his robe around him . Squinting through the peephole . OPENING the door , to reveal .Tall and rawboned and 60 . A rugged , maybe even handsome face , set with ice - blue eyes . Calm , slightly scary eyes , that drift to his robe .He is completely off - balance here .Not that she seems to approve . Not at all . His eyes now drift to the large , well - used SUITCASES dangling from her powerful hands .And stops . The mouth does n't smile . But the eyes crinkle slightly toward . Bunny . Who has crept out in her jammies . Hugging a sack of Pepperidge Farm cookies like it was a teddy .The little girl nods . As if she certainly does .

Losin' your wife, your folks, and your job'd depress anybody. It's a wonder you do n't sleep all day.

Do n't stress. She mighta heard worse from her momma. I'm only guessin'.

I'm headed north, Nephew, to where our family comes from, in Newfoundland. Thought I'd never go back. But the older y' get.

There's a pull. Becomes an ache. As if where your people started held a purpose for you. Like you're a piece in a puzzle.

Nothin' here but hurt. You got to start fresh, everythin's gone!

The trip'll clear your head. Be educational for the squirt. Teach ya the world's still spinnin' outside this toxic slice o'Hades. And who knows?

They must have a newspaper up there. Somebody's got ta write it.

Tell the truth, I'd appreciate the company. You two are pretty much my family.

A pot o'coffee would hit the spot. Drop o'whiskey would fit nice in it.

They actually know the ferry schedule. Show up on time better'n the Newfies.

image of m ` sister, Feeny. She's married to a falconer in Arabia, now. Has to wear a black thing over her face.

The whole thing's lashed with cable, to iron rings set in the rock!

Up those stairs, Aunt Pinkie slept. So fat she could n't get down to her chamber pot. Wan na see if she's still there?

Well. Too late to drive that road back ` round the bay. We'll camp in here tonight. Be right as rain.

I'll get us a carpenter. Fix the place up in no time. We'll find a rooming house til th.

Flour Sack Cove. What time's your interview at that paper? Ten o'clock?

Nephew, we ca n't fix up the house proper on a journalist's wages. So I have un - retired.

Upholstery. Been sought after for 33 years, wherever I've lived. This should be the real test, huh?

With me workin', we'll need day care for Bunny after school. Turns out Dennis and his wife send their little girl to this wonderful saintly woman. How's that for us livin' a charmed life?

Silver Melville says you was out there. Be nice in yer story, she's payin' for a piece of this house.

never said not. Ask better questions, you got a chance fer better answers. Got my shop set up in Killick - Claw, now.

Two good workers. Mrs. Mavis Bangs is an old plow horse like m ` self. But Dawn.

Dawn's young and on the sexy side. You oughta drop by and say hullo.

Upstairs, in what will soon become her room. She'll be all right.

I used to live with someone named Warren. Died of cancer, after nine years together. Dearest soul on this earth.

Went from the funeral, and bought that dog. Named her Warren. Just so I could say the name a hunnerd times a day. Women are foolish, huh?

Bunny wants to bury the dog with me. But I told her I'd rather do it alone.

Do n't get down on her level, the way you do. She'll never respect you.

Silver Melville? Snuck off in the night, they did. Not a penny paid for all we done.

We'd installed the banquettes in her salon. Three of the chairs done and delivered, three to go.

It's flatterin' you showin' me how you've turned into such a competent reporter and all. But even if I remembered where I sent'em. I could n't tell ya.

She'd call me, time to time. Husband was a pig. More women should do what she done. Her situation.

What makes us do that, nephew? Give ourselves away to someone. So we ca n't eat or think or breathe without'em?

Irene Warren died. The mornin' after a Christmas. We get one true love in life, nephew. She was mine.

In the far corner of the room , Bunny plays with WARREN , a sweet , ugly dog . Toothless and , undeniably , blue .See him now , sipping his tea . Wallowing in the detritus of his emotions .Agnis in the good chair . Teacup on her ample lap . Assessing a photo on the end table , Petal 's arctic eyes , rigidly seductive pose . The snapshot enshrined by a neighboring votive rose in its jelly jar glass .Quoyle 's eyes cut instinctively toward his daughter , her innocence protected by distance and absorption with Warren 's passivity .Agnis ' unblinking eyes .The eyes study him . Dissect him , even .Clucks her tongue .Not a smile . But something . A softening of timbre , a flicker behind the eye .Lifts her cup .Takes a sip . His eyes have narrowed in a burlesque of suspicion .Just like that .Hmmn ?Tilts her head . Who knows .He just stares . The blankest of the blank .His face softens . Had n't thought of it that way . And seeing this .She waits . He rises . And when he does .He blinks . She looks at two URNS on the mantle .The name of the funeral home tastefully stenciled . He clears his throat .Quoyle nods , glad to serve . Heads off to the kitchen . Agnis looks at Bunny and Warren .She runs out , the dog trotting after . Alone now . Agnis pulls something from her large carpetbag purse . It is an oversized ZIPLOC BAG . She stands . Crosses to . her brother 's urn . She removes the lid . Turns the huge Ziploc upside down to COVER the urn . Then , in one deft movement . UPENDS the urn , a cascade of ash tumbling into the Ziploc . Seals it . Sets it to one side . Then , from her purse . another ziploc already filled with replacement ashes . She pours just enough into the urn . That should do it . Stashes the rest back in her purse . Turns now to lift . the Ziploc with her brother 's remains . Stares at it . Think Hamlet with Yorrick 's skull .A beat . Eyes flat and neutral .

A world of fog and reflected high beams . Big rig pulls over , and Petal climbs up and in , her short red dress fluttering about her thighs . The truck is roaring heedlessly through dense cloud . The DRIVER is gross and bald , snot suspended from his nostrils . He lets go of the wheel to run his hairy hands UNDER Petal 's dress , while through the shotgun window , we see . Quoyle FLYING along outside , like a superhero . Except he is shocked bug - eyed by the tableau . The disgusting driver buries his face in Petal 's hair , she throws her head back laughing , and the driver becomes Quoyle 's FATHER , Quoyle silently SHRIEKING outside the window , and SMASH cut to .

Quoyle blinking awake on the deck of a pitching ferry . Fog and cliff and the raw Atlantic . And SOARING alongside , an amazing number of MARITIME BIRDS . the gulls and terns seeming to stare Quoyle in the eye as they glide past . Maybe they prompted his dream .She stands at the rail . Smoking , despite the wind .He smiles a seasick smile . Lurches from his bolted - down chair to join her . She nods back toward . Bunny through the glass window , snuggled with Warren , feeding the dog french fries .She stares in his eyes . Yes , like the falcon . They are growing on each other in a companionable way .He smiles . It is nice .His smile changes color . A quiet pride in the modest .When Quoyle looks back in at Bunny , he sees she is staring off at something with full attention . He follows her gaze to . a honey - haired MOTHER with her small BOY snuggled in her lap . She is feeding him an ice cream bar with evident tenderness . And though the child 's face is blissfully vacant , she murmurs to him with serious intent .

Quoyle driving a winding , rutted road , high above the coastline . Cracked cliffs in volcanic glazes . Long - abandoned settlements jutting from raw granite . Icebergs on the horizon above the rumpled , creased fabric of a brilliant blue sea . Beside him .It all seems at once awe - inspiring , frighteningly lonely . And hostile as hell .

The car pulls up in a shroud of mist . Our family climbs out , stares into what seems the center of a dense cloud , until . the fog LIFTS . And like a ghost , a GREEN HOUSE appears . Then , disappears . Then , APPEARS again . This time , to stay .The cloud lifts further , and we see the house stands alone on a rocky point . The bay roils far below . Half the window panes are gone . Holes in the roof , paint flaking everywhere . Lonely and scary as any haunted house .Quoyle looks at her . Looks at the house . Looks at her .She takes Bunny 's squirming hand and starts toward the house , as if crossing Jordan .He just stands there . Sees the cables now , the rings .Apparently a private one , too . Keeps walking .

Inside the dank , corroding place . We can feel all 44 years of abandonment . CRASH ! The door FLIES open . Quoyle with his tire iron steps aside , and . Agnis drags Bunny inside . The wind shrieking low through openings like proper spirits . Even this bold child is frightened . So Agnis leans to murmur .Asked as a serious question . Bunny nods . Let 's . ANGLE . upstairs now . Agnis marching through like MacArthur reclaiming the Philippines . Room after rough - hewn spacious room , light spiking through a thousand roof holes in assorted shapes .Quoyle looks down to his daughter . Who nods , as if that were a perfectly natural suggestion .

CLOSE on Bunny 's sleeping face . PUSH INTO her closed eyes , and FADE to . a WINDOW , unearthly tendrils of FOG drifting past in moonglow wisps . Suddenly , a FACE appears , an animal . White . Wolf , or more likely , dog . It stares in at us , is fleetingly joined by a grizzled HUMAN ghost , eyes FLASHING crazy , and . gone in mist . CUT to . REAR ANGLE of Quoyle and Bunny , each rolled over onto one side , asleep in their sleeping bags . His arm across her protectively . Hers across Warren , who sleeps curled to her chest . PAN up to . the window . Only the shimmer of cloud - like mist . SNAP to . REVERSE ANGLE . Bunny 's eyes . wide open .

CLOSE on Quoyle , stirring at the end of sleep . His eyes flutter open . A beat . He is alone . sits . BOLT UPRIGHT . ANGLE . front hallway , Quoyle 's bulk POUNDING toward us , boots in his hand . The front door ajar . And at the threshold , in a decorous semi - circle , six naked Barbies . Legs spread wide for balance . Each staring out the doorway , to where . Bunny sits on the cold ground . Making some craft project with great care . Quoyle can breathe again , she 's safe . Ambles out , crouches beside her . Close . She keeps working . Almost eerie concentration . He sees now that she is weaving a loop of dandelion stems , connected by aluminum pop tops . He leans down . Kisses her head .No answer . That concerns him . The intensity of her focus . He notices now , the soda and beer cans with their tops popped . Lined up in a row . He lifts one , liquid sloshes out . They 're full .She wo n't look up . He glances back to the doorway .He looks back . Well . Maybe so . Holds up one of the heavy boots he 's carrying . It has a thick blue shoelace . The other . Has none . Sticks that one in front of her face . She looks up to him . Tugs on the shoelace , which she now wears as a necklace .sees now what she has tugged from inside her shirt . The shoelace necklace holds a dull metal KEY as a pendant . He blinks .He takes that in . The urgency of it . She is staring in his eyes . So he grins .She does n't smile back . Returns to her work . He looks out by the cliff , to see Agnis staring across the bay , Warren sitting at her side . He pulls on his boots . Gets to his feet .He looks across the ground toward old Warren .Now their eyes meet . Matter - of - fact .He draws a breath .He thinks this over .And makes a funny gesture , like peeling his eyeballs . She goes back to work . His eyes linger . Then , he heads off toward the cliff . When he gets there .Now she looks at him . Her flat , bottomless eyes .O - kay . That 's settled . He nods , humbly , dumbly . She points off across the water . An actual TOWN .Ten o'clock .He tries a smile . Unavoidably lame .His grin hardens . Just enough to say that on this issue , maybe even she ca n't push him . He turns around . Starts back toward his daughter .

Quoyle driving alone in his best suit . Which is also his worst suit . Which is also the suit he wore to interview Ed Punch , years ago . Hard rain . Potholes . Around a curve , to see ahead . REAR ANGLE of a tall WOMAN , holding the hand of a CHILD as they walk in their slickers through the downpour . As he passes them , they TURN and . the woman is Petal . The child is Bunny . They both stick their tongues out at him . Past now . Looking in the rear - view . The woman is lovely and no longer Petal . The child is a BOY , with a slack face and warm smile . Surprisingly , the same mother and son that Bunny watched on the ferry .Still staring in the mirror . The receding figures small against the rain .

Quoyle pulls up to a ramshackle place , its sign : THE GAMMY BIRD over a painted quacking duck . As he climbs out , he hears SHOUTING from inside . A door opens , and . a crab - Iike figure scuttles out , jumps in a Toyota truck , turns the key . Kills the engine . He looks out at Quoyle standing in what 's left of the rain . Climbs back out . Rasps .More of a leering rictus than an actual smile . TERT CARD is aging , balding , potbellied over a once - rawboned frame . His face looks like cottage cheese clawed with a fork . He scratches his balls with a rough - hewn hand . He is never happy .Card rakes his privates once more , and offers the same hand in dubious greeting . Quoyle takes it .Claps a mirthless hand on Quoyle 's back , leading him into .

As you can see, sometimes y' ca n't get away. I'm Tert X. Card, the bloody so - called managing editor, copyeditor, rewrite man, mechanicals, ad makeup department, mail and distribution chief, and snow shoveler.

And you are either a big advertiser come to buy a four - page spread to push your warehouse of left - footed Japanese boots. Or. You. Are the breathlessly - awaited Quoyle.

Have to do without the Ultimate Cheese, y' will. Himself, Mr. Jack Buggit, is up at the house having charms said over his scrawny chest to clear out that impressive accumulation of phlegm he's been hawking all week.

Now, there's Billy Pretty. He's something of a landmark and an old fish dog.

Billy does the Home News page. Poems, baby photos, household tips, and a gossip column, under the byline of Junior Sugg, that is pretty much straight libel.

Now this miserable ugly Brit, is B. Beaufield Nutbeem. Imagines he's the foreign news chief. Steals every story off that foul shortwave radio and rewrites it in Limey prose.

Now what's funnier, Quoyle? My writing style, or the fantasy that any Newfie would read that moosepuckey in the first pIa.

There's your miserable desk, Quoyle. We've got no idea what yer s ` posed to do. But Mr. Jack Buggit will drop by someday and enlighten us all. Til then.

So you did n't do the one Jack told yer to do, and you did one he do n't know yer did!

Jack even sniffs this, he cuts you up fer lobster bait. I've half a mind to run it.

Y' know none a that impresses Jack Buggit. He's not one fer blatant ambition.

She gets stiffed by the guy, after basin' her new shop on that revenue. And she ai n't one ta fool with. Capable a anything, that woman!

Okay, where's this week's shipping news? Or you gon na rest on yer Crisco - coated laurels.

Uh - oh. The way he's chewin', he ai n't a fat boy t ` be trifled with!

Hope fer ya yet. Now that's news, the McGonigle oil field. Petrodollars, a golden flood a jobs. That's th ` future a this god - forsaken ice rock. Civilization!

That's why those with half a brain already put our money where our mouths is!

Oh, I'll run it. Just easier t ` copy edit. When yer can move th ` pieces around.

How does this suit yer, Quoyle? I'll do my job. You do yers, which means a four - vehicle pile - up south a Killick - Claw. And do n't ferget the camera.

Yer column's front page stuff. Only now, it's more like a caption, is all.

Man a yer principles. I unnerstan' resignation is th ` only honorable course.

Yer can whine an' beg t ` him. But I runs his paper, every inch of it, every dirty time - eatin' job which he would have t ` do without me.

An' if yer think he's gon na choose you over fishin'. yer not as smart as even you look!

Me an' Jack. Has a sym - bi - otic relationship. Yer can look that up.

We wan na run Quoyle's oil spill piece b'cause controversy sells papers and papers sells ads.

And we're gon na let Quoyle have his head on these columns, up to 500 words. So he'll get his confidence up.

But we wan na expand his responsi - bilities to boat crashes. There's maybe four a week.

A newsroom . Makes the Mockingburg Record look like the Washington Post . Only two employees at their vintage desks . Card points as he bellows .BILLY PRETTY is wizened and wiry , pushing 70 . A tiny , energetic creature with well - weathered hide , watering crystal - blue eyes , and a slanted smile . He waves a bony hand .Billy nods . That pretty much covers it .Little salute from the Managing Editor . If Card likes anybody , he likes Billy . And he does n't .NUTBEEM is 50 and gangly . Buttery hair swept behind ample ears . A thin moustache , a bounteous bowtie , a ratty pullover . He opens a file folder . Gives Quoyle a piercing , meaningful glance .Got it ? Turns the page .A stunned . Silence .The beginning . Of a beautiful friendship .Card , who likes no one . Does n't like Quoyle , too .And he turns away . Through the swinging door . SLAM . Quiet . Except for Nutbeem 's chuckle .

Which bloody Card rewrites in a mystical tongue most charitably referenced as an unacquireable taste.

Mine : ` Burmese sawmill owners and the Rangoon Development Corporation met in Tokyo Tuesday to consider a joint approach to marketing tropical hardwoods.'

Card's rewrite : ` Burnoosed sawbill awnings and the Ranger Devotional Competition met Wednesday near Tokyo to mark up local hairwood.'

I built a Chinese junk. Sailed it up from Brazil. Missed Manhattan by a mile or so, got stranded here when I shipwrecked by Gaze Island.

Almost finished my repairs. Be leaving soon. As paleontologists define the term.

Jack Buggit's psychic, start with that. He's got the gift. Specially about the sea.

Older brother Jesson, everyone's favorite, even Dennis'. Goes to sea like his dad. One day, rest of the family's sitting by the radio, and Jack goes white.

Stands up. Says, Jesson's gone. Walks out of the house. Grief too big for walls to hold it.

So Dennis is forbidden the sea. But being free, Newfie, and 21, he goes anyway.

Death storm. Monster wave cracks her steel hull amidships, one inch crack from starboard to port. Men go in the water. Dennis lost. After a week.

They come to Jack, call off the search. He stands like a stone. Then turns, sharp, the way he does. Says only, ` He's alive. And I know where.'

Went to sea, alone, in just a skiff. Finds him. Can you guess the odds? Finds him. Finds him. Both arms broke, 99 % dead.

Boy comes to. Jack says if you ever step in a boat again, I'll drown ya m ` self. And you know what the kid said?

Says fishin' licenses are all spoken for, I'd appreciate you givin' me yours. Jack looked in his eyes. They never spoke ag.

Do n't jump off a bridge over it. Anyone can make a brainless, asinine, devastatingly revealing blunder.

Even if you do n't recognize ` Human Head Packed in Satchel' as the most compelling piece ever to appear in.

It's two years. My boat's ready. If I stay any longer, I'll begin to like it here.

I'm throwing myself a farewell party on Saturday. Departure to follow Sunday. Regrets, soon after, no doubt.

One. You're moving in with Dennis, no matter how fond you are of his wife.

I ` da never made it, anyway. Storms would have blown me to bits. You boys saved my life. Yes, you did.

I've gathered my savings, and am flying to Brazil. Where water is swimming pool green. And I grill yellowtail steaks with lime and garlic, watercress and Tobasco. Touch of curry. What?

Quoyle pulls up beside the ancestral home . Agnis stands at the back of a rented truck , sorting through materials in the payload . Across a stretch of ground , Bunny is earnestly pretend - reading a book to Warren , who lies listlessly before her . Quoyle comes up behind Agnis . He carries a newspaper and an excited air .He looks up , eager for her reaction . She is still sorting through bolts of thick cloth , spools of heavy thread , odd mechanical devices .He looks into the truck . Sees all the stuff . She surveys his puzzlement .Oh . Absorbs that .Quoyle nods . Could be that . The sudden sound of footsteps above them , makes him look up sharply , to see . a fit young MAN in a toolbelt climbing down a ladder from the roof . The muscles of a stud , the shy smile of a boy , he waves a greeting and HOPS down the last six feet to the ground .DENNIS offers a hand , and a smile that says he 's expecting to like you . Makes the sentiment contagious .A strong handshake . On both sides .Quoyle has n't .Quoyle laughs good and honest . Dennis likes that .Quoyle nods , if a bit cautious . Dennis squints out across the bay .Sounds pretty sure of that . Punctures the amiable ambiance with a shard of silence .The silence . Just got thunderous . A full beat .Even the eyes glance down . What is that ? In the wake of it .Quoyle nods . Better do that . Dennis sends a shy smile , as if apologizing for the awkwardness . Quoyle holds up a finger , be right back , and . heads on over to where Bunny is reading to Warren .Quoyle takes a breath to answer , but stops . He 's caught a whiff .Oh . Quoyle holds his face together , as Bunny strokes the limp Warren . Then , he crouches down . strokes Warren , too . Good dog .

It's a Newfie thing, the compulsion to fish. Y' hear yesterday's tragedy ` bout the Newfie who went ice fishin'?

Brought home 200 pounds of ice. His wife fried it. They both drowned.

So this Newfie comes to Toronto. Cabbie says, take ya to meet girls for a good time. Boy says, okay, but I only want a Newfie girl.

Right section of the party district, he finds a girl, they have sex, she says that's a hunnerd dollars. He says fine, tips her another hunnerd! She says, wow, can y' come back t ` morrow?

Next two nights, same thing! Finally she says, I never met so sweet a guy, where ya from? He says, Misky Bay, Newfoundland. She says, really? Me, too!

He says, I know. Yer ma asked me t ` give ya six hunnerd dollars!

Yer the model Newfie, Q, but fer th ` boat. Why doncha buy Nutbeem's?

Thing ` bout waitin' on fergiveness? Mixes up who's waitin' on who.

Stay with us. My kid follows yours around, they'll bunk t ` gether. And we got ta fluffy couch that's more'n you deserve.

My dad went over the side this mornin'. Tangled in th' sling - stone line.

If you could write a memorial t' him. Fer t ` morrow's Gammy Bird? I'd be real grateful.

Quoyle enters . Billy Pretty 's on the phone , hand cupped over the receiver , like it 's top secret . Nutbeem 's tuning his ancient shortwave with a butter knife through the hole where a knob ought to be . And as Quoyle sets down his sack lunch and thermos , as he peels off his parka , he 's staring straight into the eyes of . Tert Card across the way . Wearing a wicked and mysterious smile . As Quoyle 's butt lowers toward his chair .Ouoyle JUMPS a foot . Looks from Card to Billy to Nutbeem . What 's going on ?WHIPS around . Through the glass of the only private office , sits a rumpled codger with a bullhorn . JACK BUGGIT , has his rubber boots up on the desk , scale - spattered overalls over his compact , sinewy body . His hair is wisps and shocks , and his face is strewn with stubble split by a leprechaun 's grin around a stained hand - rolled ciggie .Jack WAVING him in , with great energetic loops . The grin more rowdy than his boy 's . But the charm is there and more so . Quoyle goes .closes the door behind him . Jack 's eyes are crinkly blue . They study Quoyle good . And right in his face .Holds out a brown fisherman 's hand . Quoyle takes it .A wink .Lifts the bullhorn .Jack 's grin grows a twinkle . Soft spot for the Brit .Leans forward . Like he 's dishing the lowdown .Stabs out his cigarette . Pulls a new one from a damp little box .Offers the box . Quoyle shakes him off .Ah . Jack 's smile does n't actually fade . But the eyes flicker , and Quoyle is sorry he opened his yap .His glance goes to a photo . Jack and a strapping blond son . Not Dennis , that 's for sure . Somehow , we are suddenly down to business .INTERCUT . half a red Geo being fished out of the water . Petal 's lifeless torso hanging backwards out the door , arms gracefully extended like a ballerina or Olympic diver . Over this .BACK to Jack . Canny and keen . He knows this stuff .Do ya follow ? Quoyle follows .A beat .Ah . Jack takes this in . The smile returns .If you catch my drift . Quoyle shuts up .SMASH CUT to .

DOES PAYIN' YER SHAMEFUL WAGE ENTITLE ME TO A PERSONAL AUDIENCE? OR WOULDJA RATHER JUST STAND THERE AN' DROOL?

Tert Card says he's keepin' an eye on ya. Since he's a self - servin' liar, helluva ad salesman tho, it means he's jealous. And Nutbeem.

Nutbeem's obsessed with actual news. Makes up for it by manning the sexual abuse desk. Ca n't keep up with the volume there, we're runnin' three, four a week.

Card's in charge. Ya hear this and that ` bout his typos, but typos is part of Gammy Bird. Everyone gets a laugh, and gets to figger'em out. Better'n a crossword.

An' Billy. Well, Billy's a writer and a fisherman. Me, I'm just a fisherman.

Naw, my boy's passed. Went to sea and there he rests. Bless his bones.

Want two things from ya, Quoyle. First. You cover every local car wreck, take pictures. Front - page photo every week, whether we have a wreck or not, an' we always do. When we do n't, we dip into Card's file, he's got some beauties.

Knack to this. If there's a dark patch on the ground, it reads blood, whether it's motor oil or Diet Coke. Gloves, hat, lyin' in the road.

somethin' that humanizes, makes ya feel. That's what a wreck is. It's always saying, ` There but for the grace of God.'

Plus. We're starting a feature on the shipping news. What ships come in, what goes out. Whatever's of interest. Throwin' it to you, son. Chance to shine.

One peculiarity. I'm no joke, son, and I do n't tolerate jokes about Newfies. Or them that does.

Got six phone calls ` bout that piece. Six. That'd be like half a million calls in Toronto.

People liked it, old son. Crowd went down to the dock t ` see the thing, but it'd already pulled out.

Course you do n't know anything about boats, but that's entertaining, too. So go ahead with it. That's the kinda stuff I want, see?

From now on, you write a column every week. The Shipping News. Gon na order you a computer and everything. And y' know the beauty part?

I do n't have to tell Card all over again, cause he's already eavesdroppin'. So I'm free to take m ` leave.

Hands might as well be movin' while we chat. Always hated th' sight a grown men around a table workin' nuthin' but their jaws.

Yar, I know, he never said g ` bye. Well, do n't get all weepy - eyed about it, old son. Try t ` be a man.

They called him from St. John's, he tells me. Wants him to help put out th' newsletter fer them oil rig suppliers.

He was sassy an' he was smug. Oh, there's a waitin' list, he assures me. They only skims th' cream.

Truth t ` tell. I was a wee help. B'hind the scenes, doncha know.

right where he is. Too old a fish t ` swim faster'n be wants. Got ta find someone a little dumber t ` take on a shit job like this!

Spot I'm in, Christmas and all. Might have to offer th ` mess. To you.

Any other outrageous demands? Seein' as yer got me over a barrel. Here's your one chance.

Well, there's only one a those issued per family. So how exactly would he do that?

Oh, th' Gandy Goose she ai n't no uuuuse Cos all her nuts'n bolts is.

CLOSE on Dennis , holding a half - eaten squidburger in two hands . Oblivious to sawdust , smoke and stench , he is charmingly , engagingly , smashed .His audience is Quoyle and Nutbeem . Each holds a squidburger of his own , tentacles dangling . Quoyle has his next one handy by his beer .Quoyle takes a humongus BITE . Tentacles now dripping from his jaws . Rapt . Hypnotized .Quoyle hanging on the punch .Quoyle SNORTS his laughter , dislodging a tentacled morsel or two . Nutbeem has to look away , as Quoyle retrieves the chunks , stuffs 'em back in his mouth .Drunken , devilish smile . Quoyle turns , innocent questioning eyes . You got a boat ?So casual and falsely modest , Quoyle 's eyes are big .Studies Quoyle 's amazement . Confides .Dennis rises . Belches .And off he lurches to correct the situation . Once he 's gone .Their eyes meet . The Brit sighs .Thinking . Should he tell it ? Quoyle makes a rolling hand motion , hurry it up .That 's right .Sets down the burger . Runs a finger down the frost on his beer mug .A week .Leans . Close .Quoyle glances over . Dennis wobbling his way back through the tables .He raises his beer .And , by God . They do .

Quoyle and Bunny climb out of the wagon . A small house , its grassy yard strewn with a phantasmagoria of painted wood figures , galloping horses , dogs balanced on wheels , a row of chrome hubcaps on sticks . A zoo of the mind . To one side , a table piled with crafts , ignored by . fifteen LITTLE KIDS running in all directions , like bundled , unbridled banshees . Looks like fun . Two harried MOTHERS are trying to cope with the chaos . And there , under a tree . the honey - haired WOMAN Quoyle had seen on the ferry . And in the rain . She is on her knees , tying the shoes of her vacant - faced SON . He trips and sprawls , but he is laughing . The woman smiles tenderly and tousles his brown - straw hair . Quoyle gets up his courage . Walks Bunny over to them . As we arrive , the woman looks up .Quoyle freezes . She means , of course , the blankly - staring boy .Oh . HERRY smiles at Bunny . Suddenly , wonderfully .She DROPS to all fours and starts YAPPING like a terrier . Herry LAUGHS with delight . Tumbles down to the grass and does his impression of a Chihuahua on speed .The kids waddle off in their canine personas . Alone with the woman now , Quoyle is near - catatonic . Come on , brain !The woman looks at him . Clear cornflower eyes . As comfortable in silence as he is agonized . Then , she squints out at the other women , desperately running ragged after the kids .Oh .She looks back at him , blankly .The woman 's eyes bottomless , unreadable . The silence excruciating for poor Quoyle . He clears his throat .But she stands . The grace and quickness of a jungle cat .Brushes off her skirt . He is in the dawning panic of beginning to realize .Heads off with a loose - limbed stride . Spins back around .Got it ? He gawks like a stupid animal . Nods , got it . She 's already gone .

Sure, there is. This is Herry, and he has Down's Syndrome. It means he learns things very slowly.

Well. I'd better get to work, I see. Providing structure and all.

I'm Wavey Prowse, and this is my place. Pardon our antiquated emphasis on individuality and the freedom to have fun.

Love to have her. I'm sorry, Mr. Quoyle, about the other time. Women can be moody, you know. And temperamental.

Sometimes, passion in performance. Beats the element of surprise.

KEEP THINKING YOUR THOUGHTS! YOUR KITE IS DOING SO MUCH BETTER THAN MR. QUOYLE'S!

The White Dog. Sometimes with the Skinny Ghost. Kids do things like that, it's called imagination. Like the necklaces.

It's a skill, she's proud of it. And she brings her dolls along. And she looks good in blue. And she wears a key for a good luck charm.

That child is the only friend my son ever had. So she's strange, you bet.

I love that little girl. And I will see to it. That she's all right.

He was two months old. And Herold took the boat out. Overnight. To fish for haddock.

That'd be old Nolan. He's actually your uncle, last of the crazy Quoyles. I should have realized.

Sad, really. Lives like a hermit in a run - down shack. No one to look after h.

I think when Card sees it, he'll split a gut. I think he'll sit up nights thinking of cheap shots to pay you back. I think he'll never stop until you're fired.

I think I have n't been so proud. Of a friend. Since I do n't know when.

Actually, it's not. I just wanted to see your eyes bug out like that.

You're in the boys' room at Jack's house. Wonder how long since Dennis slept here.

Mrs. Buggit called, knew Bunny was still with me. The kids are camped out in the parlor.

You did n't find a second dead man. Just the rest of the first one.

She plays Petal. Talks to the Barbies, like Petal talking to her.

She says she's sorry she left them. It was just to see if they could be good girls. And they were.

The Barbies look better naked, Bunny looks good in blue, guess who said that?

So we talked. Just before Petal left her with that. stranger? Bunny had snapped her mom's bead necklace. That's why she's making more.

She saves Petal a room at the house, but she's also got the key to the old place. In case her mom would rather go there.

You fed him. You gave him clothes. You're the first human ever was kind to him.

One decent golden age home. It's in St. John's. You can maybe afford it, tho God knows why you should.

I just feel so guilty about all your expenses. Two separate rooms. Both so big.

And I'm not feeling so well. What I get for mixing vodka and beer, huh.

So I'll grab a taxi. You stay and finish. Listen to the music. Is that all right?

Well, you ca n't be surprised. You've seen me knitting it for months.

I know how it is. To hold onto something good. In the middle of all the bad.

We all know Billy Pretty's ways. Never save fifty cents, if you can save a dollar.

Well, last Feb ` ry, Billy wants t ` get his grandfather clock repaired. Calls old Leander Mesher. Local call. No charge.

Well, says Leander, the big cost is pickup and delivery. Got t ` charge fifty dollars, each way. Two strong boys. Gasoline. Air in the tires!

There's no cost for air in yer tires!, says Bill. Get wi' th ` times, he's told. Tis called inflation!

Billy lives at the top of the hill, Leander at the bot tom, doncha know. So Billy gets a rope, HOISTS the grandfather UP on his back. And muttering the words fifty bucks.

Meanwhile, at the bottom, Auntie Fizzard, 91 years young, sets out in her non - slip galoshes and her cane with the rubber tip. Did n't yer, dearie?

eight blocks, NINE, missing everything like a miracle, zeroing in on.

Just two galoshes stickin' outta the snow. She digs ` er way out. Brushes herself off. Looks at him sprawled like a turtle on his back, tied to his massive burden. She says.

Woulda been a thrill for the Christians among' em. They think you're dead.

Not drunk enough yet to talk about Petal. Which we always seem to do.

Growin' up, all I wanted from this place was out. Imagine. Give up all this.

I ran off to Toronto, went to school. Wanted to be a social worker. For kids.

He ran off to Seattle with some bitch. When his damaged son was two months old. And nobody knew.

So I took his boat out. I sunk it. And told my little story. Grieving widow.

All these funny, odd little folks? They put their hearts around me. So I would n't be alone. Having lost the man I loved.

And since I knew, to my shame, that is exactly what I had lost. I let go of the will to leave. I did.

Decided to let my child grow up. Around folks better than his mom.

You're thinking we're kindred souls, you and me. In love with our nightmares.

You have to think it's love. Because if it's not, you're dead inside. So you keep that flame a flickering. Cos it's all you'll ever have.

So I told my husband. To fuck himself. And the ego he rode in on.

Quoyle and Billy Pretty stroll the teak deck of a massive , elegantly - outfitted BARGE . The wiry little fellow keeps his smile to his eyes .Oh . Quoyle nods , blandly . As if it is a matter of no real concernKeep walking .Look up ahead to the bow , where a rolling bar has been set up . BAYONET MELVILLE is mixing drinks . He has a florid face and striking white hair . Dapper , arrogant , a guy with more money than he 's worked for . As we approach .Quoyle looks to the sour - faced middle - aged lady , who glances disdainfully at us above her gimlet . SILVER MELVILLE used to be pretty and rich . She 's still rich .Oh . Billy keeps a straight face . Silver ROLLS her eyes .Silver snorts a laugh . Melville wonders if that was irony . Looking at Quoyle , he doubts that 's possible .He looks at his wife . Clear in a glance they hate each other 's guts . Go on , she nods . Tell it .Drunk and mean . And smarter than he is .Silence .She winks .And holds out her glass . Billy looks out to sea . Like he has n't heard this .A beat . While husband and wife glare at each other .She turns to Quoyle . Who just gapes at her . Open - mouthed .

Well, she do n't wear a ring, cause she lost her husband at sea. Just after the boy was born.

sharpenin' those observation skills. First tool of a quality reporter.

It was built for Hitler. You've heard of Hitler? Up here in Canada?

Finest botterjacht ever built in Holland. Flat - bottomed, she can go right up on shore in a storm. Incredibly heavy, forty tons of oak. Not unlike the barges of Henry VIII and Elizabeth I.

Took six very expensive lawyers to weasel us out of it. An inch from bankruptcy.

Moral of the story? When you marry a tour guide. Confine his authority to mixing the drinks. Same again, dear?

My dining salon needs refitting. And the best custom yacht upholsterer in the Northern Hemisphere just moved here. I was forced. To follow.

Go hire Alvin Yark to build ya a sweet little rodney. This thing's a wallowing cockeyed bastard that'll sink in a bathtub.

My dad used to say there's four women in every man's life. The Stouthearted Woman.

Then better get Alvin Yark. T'build yer a real boat. So yer'll be around.

Quoyle enters , impressed by the progress of the renovation . Windows are in , walls patched , floor sanded , lights are working . Through the place into . the kitchen , which is in surprisingly usable shape . Agnis sits alone at a butcher block table with a set of ledgers spread before her . A large mug of tea . A bottle of Bushmill 's Irish .Silence .Looks up . Sees he 's dazzled by how she moves right along .She winks .He absorbs that . How fast can he change the subject ?Agnis looks at him . Reaches for the Bushmill 's .She pours some whiskey into her tea cup .Drinks the whiskey . Stares straight in his eyes . Sees his sorrow . The honesty in .Agnis deciding . Whether to tell him .Quoyle shocked . What can he say ? His empathy so naked , so real , even Agnis has to soften her voice .A good moment for them . It holds a beat .Quoyle nods . Rises slowly . He 'd better go to her .Another sip .

Bunny sits on the floor in dim light , wearing an enormous blue sweatshirt . Obviously dad 's . Her naked Barbies sit in a semi - circle watching her braid a meticulous loop out of the paper and foil from chewing gum wrappers . Quoyle enters , and sits close beside her . Watches in silence , as she works .No tears . Just a hollow sound in her voice .He knows what she means . Strokes her hair .Okay . He looks at the Barbies .She looks up at him . Straight to his eyes .Goes back to work . He watches her .

Quoyle driving the wagon , Dennis at his side . Up ahead on the road , two figures . Herry holds tight to his mom 's hand . Quoyle pulls over , and they stop . Wavey squints at him , against the sun .That extra beat before she says .Does n't smile . Does n't look angry either . Just comfortable .No reaction .Now she smiles . One - tenth power . Still a dazzler .Did she like that ? Hard to tell . She looks around him .He waves , will do . She takes Herry 's hand , starts off down the road . Quoyle sits and watches .Quoyle looks over . His pal shrugs .

Rear ANGLE of Agnis , walking over stones to the edge of the sea , carrying something in her arms . Walking to meet the sun , as it gives its last to the shimmering water . REVERSE ANGLE to see . she carries her old dog . On a clean sheet . Rests the burden gently down . The incoming tide laps over . The sheet billows in it . She takes a step back .Surf rolls out . Swims back in . Flows around her friend .

An outhouse stands unobtrusively near the edge of the cliff . See Agnis alone , approaching . Something in her hand . As she reaches the outhouse , we see it is . the ziploc bag . With her brother 's ashes . She gazes back at the house now . Then , at the bag .She opens the door , enters . Stares down into the deep hole . Unzips the bag , and . TIPS the ashes DOWN INTO the hole . Watch them in SLO - MO , falling free . Hear the rustle of Agnis lifting her skirts , and . CLOSE ANGLE on Agnis ' face . Staring out at the sea through a small crack in the outhouse wall . HEAR the splatter as she voids herself .

Daycare in progress . The comfy parlor has been given over to the kids . A wall of Polaroids of each child faces a map of Newfoundland with drawings of moose , caribou , and lobster . Little Herry sits alone in a doorway , watching with big eyes as . Quoyle , Bunny astride his back , RAMPAGES around the parlor on all fours , SNORTING like a crazed boar . The kids are squealing , delighted , making excited little runs at him , swatting him with throw pillows and rolled - up sweaters . Thrill of the hunt . Wavey comes through the doorway , drying her hands , just behind where her boy sits . Quoyle does n't see her , he 's thrashing and bellowing , lost in the game . She watches , for a long beat . Then leans down to Herry .Herry grins like the devil . Dashes off to PLOW INTO the prey , knocking them sprawling . Kids PILING on . Wavey 's unseen smile . The start of something ?

CLOSE on Quoyle . He is happily washing a mountain of dishes and cups .PULL BACK to see Wavey beside him . She 's drying what he washes .They do n't look at each other . Poker - faced , just alike , working side by side .He ca n't help but snort out a chuckle of his own . Sneaks a look over at her , and she . laughs out loud . Healthy . Sexy , even . But from the delay , he guesses .She looks over at him . Her eyes dance a little .And he is lost in those eyes . Knows it 's showing . Glances away to where . Bunny sits in a corner . Reading to a rapt Herry .Bunny looks over at him . He is so dumb .Herry nods . Later . And out of the blue .Quoyle looks over to the woman . But instead of Wavey , he sees PETAL , staring at him with slow predatory heat .And then , once more she is .Quoyle . Takes note .

Quoyle alone in the office , pretending to peck away at a story . Actually , he 's looking . through the window . Where Jack Buggit , Tert Card , Billy Pretty and Nutbeem are all circling around a small , roughly - made boat , attached to its rented trailer . They are talking to each other in learned tones . A Talmudic chat . And . in they come . First through the door .Uh - oh . He looks from one face to another . Even Billy is irritated . Nutbeem gazes down , embarrassed for him .Quoyle ca n't believe this . Hot shame burns .And standing in the doorway , the scariest sight of all . The boss . Just shaking his head .The word from Sinai on Quoyle 's worth . A pity .Out the door with a SLAMM ! Quoyle stares hopelessly after him .Holds up some sheets of paper . Photos of the Melvilles ' botterjacht . Reads .Card still reading .Silence .He looks up . Equal parts disgust and delight .Quoyle straightens his spine .Strides off for the door . Turns back .Out the door . SLAMM harder than Jack 's .

Quoyle in a carpenter 's belt , climbing very carefully from a ladder onto the roof . His vertigo apparent as he keeps to his hands and knees , trying to fight the compulsion to look down . Gives in to it , peering from the corner of his eye down the cliff , the rocks , the sea so far below . Not a good 1dea . Comes to the shingles . Eases his way into a fearful crouch . Okay . Starts hammering . And rehearsing .Nodding , in time to the hammer strokes .Hammers LOUDER , speaking in rhythm .Stops .Hear now what the hammering had masked . Someone is reaching the top of the ladder , climbing onto the roof . Bunny . Somehow she has managed to climb while carrying a sandwich on a plate . And an open bottle of soda . He stares at her , uncomprehending .She sets them down . Stands UP on the steep pitch .As the plate and bottle slip neatly OFF the roof and , after a noticeable beat , shatter softly far below . Bunny 's turn to be shocked . She 's contemplating going after them .Okay , that was a little loud . It has also scared the kid out of her wits . Quoyle regrets this . Starts scooching awkwardly down the slope , inches at a time .She 's just staring over the side . Hypnotized by the sight . He 's slipping toward her . Toward the edge .Closer , reaching toward her back .GRABS her arm , she STARTLES , violently LURCHING , but he YANKS her to him . Holds her to his heart . Holds her . He is breathing like a freight train .

Jack Buggit enters with energy . Looks around . Billy 's typing , Nutbeem 's reading . Quoyle is cleaning out his desk , pulling things off his little shelf to pack away . Goofy photo of Bunny . Ceramic child - made three - legged turtle . Tiny padded box with what looks to be carefully - preserved empty eggshells . Jack heads toward him .Quoyle turns . Pretty much all his possessions are in a big cardboard box . Jack peers into it .But he 's smiling . Like he 's got the point .Grasps Quoyle around the back of the neck .Quoyle stares , slack - faced into the elfin eyes .Just now , Card 's jaw is scraping his boot tops .Quoyle does n't .A wink . He heads toward the door . And never looking at him .Card looks down . He zips up , as the door slams . Billy Pretty sends Quoyle a thumbs - up , without turning . Nutbeem clasps his hands above his head , like a winning prizefighter . Quoyle slides a sheet of paper into his typewriter . Stares at it .

A woman looks up from her stitching . She is solidly built , pushing 60 , Emily Dickinson hair . A cheerful , calmly butch way about her . Trustworthy eyes .Mavis holds out a hearty hand . Agnis is showing him the shop . A cutting table , two sewing stations . Billowing sailcloth hung over the windows . Racks of leathers and fabrics .Dawn , once described by Agnis as young and on the sexy side , is that . Red lipstick and nails . Her eyes float up in a way that suggests reflexive sensuality . Agnis nods to her , and the girl reaches a slender pale hand .And as she releases his hand , her eyes flick to Agnis . Some conspiracy there . Quoyle follows his aunt back to the big cutting table .Shows him sheets of baby blue leather .Points to them . A neat row by the makeshift kitchenette .But Agnis is thinking .And as he glances off , he sees Dawn across the way . Her skirt hiked up , as if she were adjusting a stocking . She is n't wearing any .

Agnis is always saying such. things about you. It's nice to fit a man. With the name.

from Silver Melville. And it was more than she expected. And we shipped the chairs off to her. Y' know, the three remaining?

Happy New Year, Mr. Quoyle. I'm sorry I missed you at the pageant.

I say, y' have t ` love a woman. Who's in touch with her inner chicken.

Billowy clouds frame a languid KITE , silver and sleek , darting this way and that . Graceful , in command of the currents .See her now , seated atop a grassy slope . It is she who holds the string , and her boy is way down at the bottom of the hill with Bunny . Blue jumper billowing , the girl is teaching him how to make necklaces from wildflowers and garbage bag twisty - ties . Herry and the naked Barbies watch with great attention . The learning will come later .On this he looks up . Serious .PULL BACK slightly to reveal that Quoyle has been sitting right beside her all along . He holds the string of a big , glum kite that hangs motionless in space with barely a flutter . As she watches the kids , he stares at her , fixedly deciding whether to ask .Wavey looks over . Sees that he 's worried half to death .Do you understand that ?The necklaces , yeh . A thought that frightens him .She does .Her kind smile . No big deal .Wavey 's slow nod .Very quiet now . The wind . The kites .That was naked . He swallows .Too serious a subject . Too good a woman . For an easy lie .She swallows , too . Her eyes are damp .Hold the look .

Quoyle RUNNING , huffing , through a bog with every color of berries imaginable . Around another bend in the path . Stops . Hands on his knees . Listens . Nothing . Shit .More nothing . He trudges back the way he came . Peeks around a bend to see . Bunny is teaching Berry to pick gooseberries . This time , the learning has started . They are being very careful .Quoyle SLAPS his hands across his mouth . Sorry ! He tiptoes off . Rounds a bend . Walking faster now . Around another bend . And stops . Hold on his face . REVERSE ANGLE to take his view of . Petal , kneeling in a flimsy sundress , picking berries . Barefoot , her skirt hiked up , stained with berry juice . And when she turns to him . she is still Petal . Her face is beautiful , and filled with tender desire . She looks at him the way he has always dreamed she would . He goes to . kneel beside her . Touch her waist . And now she is . another woman . His hand is on Wavey 's waist , and it comes slowly away . But her eyes are locked to his . Making her choice .Even in kindness , he can smell rejection . He starts to back away , but she takes his hand . Holds it .He nods , dumbly . Of course . Okay .Hard for her . He quiets .Do you understand ?Silence .She stares in his eyes .No smile .A beat . Quoyle nods , sure . I 'll be your friend . But what she sees is a lifetime of being Quoyle washing past his eyes . It makes her murmur .And from his heart .He stands up . HEAR him stumble off . HOLD on her .

A grassy place above an empty sea . The rest of the world far away . Two figures climb the gentle hill .Oh .On this . Quoyle 's smile fades . He looks away . They 've reached a fence where blunt pickets enclose crosses and wooden markers , many fallen on the ground .Billy finds the right marker . Sets his satchel onto the grass . Kneels . His old fingers clear debris from painted words : W. PRETTY . 1897 - 1944 . THROUGH THE GREAT STORMS OF LIFE , HE DID HIS BEST . GOD GRANT HIM ETERNAL REST .He hears the thread of feeling in his simple words . And says no more . Withdraws two cans of paint from his bag . One white , one black . Two brushes . Lays them out carefully , for this task is sacred .Pries the lid off the tin of black . And when he sees Quoyle 's eyes .An easy smile . Stating the obvious .The old man 's face just stops . The eyes sharpen . Into a question .As if that were enough .Billy stares at him . Stares at him . Clears his throat , gruffly .

Quoyle exits the house , pulling on his jacket , and . stops . Something laid across his threshold . A long piece of TWINE has been placed there . KNOTS tied evenly along its length . He glances back up to the second floor , thinking Bunny . Looks at the thing again . Neat work . Odd . Slips it in his pocket .

Quoyle now making his way down a steep primitive trail through lush vegetation . The green house is far above him . The shimmering bay now just below . This way down as treacherous as it is wondrous , and Quoyle SLIPS in the tangle and wet , half - slides through wild angelica stalks and patches of dogberry , suddenly . LOSING his balance , TUMBLING roughly down a stretch , rolling , grasping a spruce trunk . Pulling himself to his feet , he hears . RUSTLING . Looks up , just as . a WHITE DOG appears through the bushes . Red eyes . Lips curled back . A frozen second of mutual indecision , and Quoyle . SCREAMS and falls on his butt . The dog . TAKES OFF , bounding down a path we had n't noticed . Toward an upright SILHOUETTE . Who steps into sun just long enough to become . a MAN , grizzled and scrawny and quick . Gone in a flash . Like a skinny ghost . And there , on his butt . Quoyle laughs softly . How ` bout that ? Murmurs .As he climbs to his feet , he sees the rocky beach just below . Squints , as if at something that does n't belong . We see it now . a SUITCASE , washed up onto a tangle of rocks , just offshore . ANGLE . Quoyle wading into the water . Up to his knees , slips , sinks to his waist . Stays upright . Snatches the suitcase from its perch . Brings it back to shore , holding it high . Already , he is making the face of someone smelling something he 'd rather not . He sets it down . The face is worse . His curiosity running the show , he unhooks the latch . and stops . Because he 's staring inside . Suddenly , he SCREAMS and FLAILS back , his leg STRIKING the case , and out tumbles onto the wet ground . the head . Of Bayonet Melville .

Three guys . Three beers . Five squidburgers -LRB- Quoyle likes his backups ready and waiting -RRB- .Quoyle thinks better of his answer . Chomps a bite instead .takes his hand from his greasy burger . Scratches his crotch below the table .And winks at the silent hero .Quoyle . And Nutbeem . Just look at each other .Quoyle viciously BITES into his squidburger .Card blinks . Looks at Quoyle with , dare we say , new respect .Scratches his crotch savagely . To honor civilization .Puts his squidburger . Where his mouth is . Nutbeem clarifies for Quoyle .

ANGLE . brightly lit kitchen . Bunny sits at the little table , a large mixing bowl filled with popcorn before her , little Herry at her side . They are watching Freakazoid on a tiny TV . Bunny shovels in a mouthful of popcorn . Then makes a sage , if unintelligible , comment about the show to Herry . Still chewing , she takes another huge handful of popcorn . Herry opens his mouth like a baby bird . Bunny stuffs the snack in . It 's a stare - and - chew , side by side . Just alike . ANGLE . cozy parlor . Quoyle sits in a Barca - lounger with a huge bowl of chips in his lap . He is watching hockey on a modest TV , the action is fierce . Stuffs his mouth full of chips , yet somehow manages to say .PULL BACK to see Wavey now . Curled on the sofa , under a lap robe . She is knitting something in a heavy oxblood - colored wool . He watches her work .Keeps her eyes on her work .A silence . Which makes him uneasy .She meant to reassure him . Instead .Looks up with smoky eyes .Oh .Quoyle 's smile tries to sell the innocence of his absence .No smile from her . She wants him to know she was hurt . He shakes his head , serious now . No , I did n't forget .He holds up what 's left of his four - decker . This is plenty . Takes a huge bite to show how much he likes it .He did , he nods . But just now he 's scared to . And so she smiles . Which traps him . He pulls out a single sheet of paper . Clears his throat .She nods . Likes that . He gestures , go back to your knitting . So she smiles , slyly . And commences to knit .This means something to him . Hear it in his voice .He stops . As if revisiting that little thought in his mind .He sneaks a glance . She has never looked up .Silence . A full one .She reflects .Quoyle keeps nodding at each point . Yep . Yep .Quoyle 's heart explodes in his chest . And shines in his eyes . There is a long silence .He swallows . He just does n't want to cry from happiness .

CLOSE on Card . Who is RIPPING the single page in half . Then again . And again . And again . See Quoyle now , standing at the desk like a statue . Billy and Nutbeem at their stations , watching as Card . flutters the pieces down onto his desk . Like falling snow .A hush . A frozen tableau in this room .He slides the battered camera across the desk . They glare at each other a full beat . Card belches , softly . Quoyle takes the camera , heads for the door .Quoyle turns . Card does n't .Thinks .HOLD on him . Making a neat little pile of the torn pieces .SLAMM ! Across the room , Nutbeem stands . Takes his cigarettes . Passing Card 's desk , on the way out .SLAMM ! Card shoots Billy a challenging look . You got something to say ?Do you .Just turns around . Flicks ON his computer . Back to work .

Bunny jumping out of the wagon , running to the house . As Quoyle locks his car .He looks up . She is pushing the front door with one finger . It swings OPEN .and lifts a long piece of TWINE . There are KNOTS neatly tied along its length . Quoyle stares . Stares .

Quoyle climbing the stairs in fading light . He carries a tire iron . Stops midway . Listens to the silence .Up , up , to the top . Looking down the empty hall to see . knotted twine . At every door .

Quoyle enters , haggard and distracted . The place is lit , but empty . A toilet FLUSHES . From the loo , appears .Nodding toward something behind Quoyle . Turning , we see that hanging over Card 's desk is an oversized framed photo of : QUIET EYE - WORLD 'S LARGEST OIL TANKER . Quoyle stares blankly .Card just goes to the fresh stack of newspapers on his desk . Hands one toward Quoyle .A photo of the same tanker . That hangs on Card 's wall .Stares at the paper . In his hand .Quoyle looks up . Card flinches back . But all that comes is .Drops the paper on the floor . Steps on it , on his way toward the door .Quoyle turns back .A wink .The cackle of the guy holding the straight flush .Quoyle puts his hand on the door .Out the door . It closes behind him . Card alone , crosses his arms in glee .HOLD on Card . DISSOLVE TO .

CLOSE on a box of assorted doughnuts . Two dozen . A hand reaches down toward a raspberry swirl , thinks better of it , moves thoughtfully along the selection to pluck a maple glaze , and bring it to . Quoyle 's mouth . The box rests beside the cardboard carton into which Quoyle is packing his things . Nutbeem sits on the edge of the desk , nibbling a cruller . Billy is bringing three mugs of coffee . Looks like a going - away party . Through the glass of the only private office . Jack Buggit is talking . Card is not . Card stands now , strides to the door , flings it OPEN . Nutbeem taps Quoyle 's shoulder with his pastry . They look to .He 's looking straight in Quoyle 's eyes . Defiant as ever .Lives to needle this guy . Card keeps his laser gaze on Quoyle .Nutbeem 's eyes WIDEN . He mimes catching an arrow shot through his chest . Falls OFF the desk .Quoyle looks him in the eyes . Starts putting his things back in his desk .Hear the SLAMM !

The sky threatens black . Quoyle picks his way across the rocks to his ungainly , much - maligned boat , as it bobs against the weathered dock . He crouches , and as he begins to untie it , his gaze drifts out toward the nearby point , and . something catches his eye . A boulder in the shape of a great dog . And as he stares , there is something below it . Something in a cove protected from intrusion by a jagged ring of menacing rocks . it is a MAN in a yellow suit . His head under the surface as if looking for fish . Arms and legs spread out like a starfish , the body slides in and out of a small cave . Tugged by the sea like a top on a string . Quoyle stares in frozen shock .No way in past the pounding surf , the savage rocks . So Quoyle turns sharply . Squints across the bay .CLIMBS into his boat , TURNS the engine over . KICKS it in overdrive toward the town across the bay .STREAKING out , toward the black sky . Racing to open sea where the chop INCREASES drastically . Closer . Closer .clear of the point 's protection , the wind ROCKS the tiny craft , swells coming BROADSIDE . The boat RISES , then DROPS with cruel speed . Quoyle tries to swing the boat around , the propeller RACES , the bow PITCHES violently , SLAMMING down , the stern SWAMPED , the hull filling , swerving broadside just as the oncoming sea HITS with all its force , and the little boat . rolls OVER , Quoyle suddenly FLYING under water , limbs flailing in all directions .INTERCUT . Quoyle 's dad FLINGING him into the public pool , the youngster SINKING like an anvil in a profusion of bubbles , and CUT . BACK to Quoyle , struggling madly somehow to the surface , THRASHING toward the overturned boat , GRASPING the stilled propeller shaft , which causes the bow to lift , the next wave turning the boat upright , FILLING it with water , and it SINKS forever , as Quoyle . TUMBLES once more beneath the surface , watching the boat DISAPPEAR into darkness below him .Back to the surface , GASPING for air . And then , daintily rowing a small boat , unaffected by the waves , her filmy dress rippling in light breeze .Is the lilting smile cruel ? Or only the irony that conveys intimacy , even affection .And VANISHES . In her place , bobs a red BOX . A plastic beer cooler . He LUNGES for it , GRIPPING the handles , resting his chest on its top . The waves RISE , mountainous now , and he rises and falls with them . He has been swept a mile from the nearest shore . INTERCUT . a winch pulling part of the Geo , streaming mud , from swiftly flowing water . Police and bystanders gathered .BACK to the bay . A barely - conscious Quoyle still clings somehow to the plastic cooler . But hours have passed . Light is fading .He turns . And there she is . Beaming at him from the bow of her little rowboat , a smile ambiguous in the growing dusk . It could be love . From behind her a light GLOWS , giving Petal the aspect of an angel . She drops a wink . FADES away . And the light becomes . the BEAM from a fishing boat . Quoyle squints his swollen eyes , as strong hands WRENCH him from his box . From the sea . A voice warbles , distorted by wind and Quoyle 's diminished consciousness .Quoyle 's teeth are chattering so hard , his body shivering so painfully , Buggit hauls him over the rail and lays him down on a wriggling mound of fish .Quoyle burrows into the fish , like nestling in a down comforter . Jack covers him with a heavy tarp . Crouches down close .

Dim light . Quoyle stirs beneath the billowing down coverlet . His eyes flutter . Open . Where ?His head SNAPS around . She 's sitting just beside the bed in half - shadow . Her oxblood knitting across her lap .Now he sees the cigarette .Now he sees the smile .His voice was a croak . So he CLEARS his throat with a massive and disgusting effort . It is gross and funny , and she smiles again .He rolls over , to see her better . They are very close .Oh . As he draws a breath to ask .She glances to the nightstand . Beneath the dim lamp . A picture of Jack and blond son Jesson . Guess what they 're doing .A beat .A longer one .He nods . He will .Ah . He nods . Well , that figures .On this , she stubs out her cigarette . Takes another from the pack .He shakes his head .STRIKES a match .Brings her cigarette . To the flame .And .His eyes at once rapt and suffering . She watches that .Draws on her smoke .Do you understand ?Tears are pooling in his eyes . Hers , too . She keeps going .A thin stream of air escapes from his lips .Bitter smile .Quoyle thinking . Madly . What can he do ?She stares back . Unease to match his own . Maybe time .

A wiry wisp of an aged elf , ALVIN YARK is shaping the center beam of what will become a tidy boat . Its wooden skeleton across two sawhorses in his spacious workshop .Quoyle , Wavey and Dennis stand in a row . Watching the little artisan shave wood as if his tools were his hands .Wavey ca n't help but smile . She really likes the old duck .And says no more . Keeps working . They are like acolytes at the feet of a guru who never bothers even to glance their way .Everyone smiles . Except the guru .Everyone looks . Except the guru .A beat .Now he turns . A maritime Yoda , squinting to discern if his message is received .He runs his hand along the backbone of the boat he 's building .Crinkly old eyes , laser bright . Dennis is n't angry . Just resolved .No smile , no spin . Just the truth .In the silence . A door opens .A sprightly bird - like woman . Wears apology and concern .

Oh, the Gandy Goose, it ai n't no use. It ai n't no use, the Gandy Goose.

The Gandy Goose, she ai n't no uuuuse. Cause all her nuts'n bolts is loose.

See, I'm already buildin' yers in me mind. The singin' helps that. But. Got ta take a walk in the woods, find a spruce with jest th' right curve fer yer stem.

Got ta build her solid. Who knows, mebbe Jack Buggit'll give his fishin' license to his boy. So next time, wo n't be nobody to pull yer out.

What we wait fer? She's like the main stem. Gives us our shape, doncha see.

Got ta paint the name. What'll it be? ` The Tall And Quiet Woman'?

Ever ` body knows ever ` body. But Billy's pap did n't invent the Four Women in a Man's Life.

Well. Which one is Bunny, I wonder? The Maid in the Meadow, mebbe.

The Maid in the Meadow, that's her innocence and play. The Stouthearted Woman, is when you need to lean on her.

The Tall and Quiet Woman? That's the silent partner who always walks ` longside, so's yer never alone.

When y' find the woman who's all four? That's when y' got yer one true love.

The PRINCIPAL is spare , dressed for England , her voice authoritarian by its pace , exaggerated diction , and lack of volume .Seated in a semi - circle around the desk of power . Quoyle , stricken , respectful . Wavey , already pissed off at the principal . And Bunny , her hat and coat on , arms folded , face crimson and set .Do you understand the severity of this , Mr. Quoyle ?Is that right , young lady ?Bunny looks down . Glaring an evil spell of death at her own kneecaps .And stands .

Your friends and neighbors, and most of all, your children. Have worked hard to bring you the best pageant ever.

Quoyle and Bunny alone , hand - in - hand , walking slow where they once picked berries . Nobody 's talking .Apparently , that has n't happened yet . More walking .Said like he means it . Which he does . And Bunny , squinting up , sees that . INTERCUT . the crime . Playground filled with kids . Bunny and girlfriends on the jungle gym . Bunny the best , a natural jock . MRS. LUMBULL large , sour , doughy , and betrayed by life , stands with her silver whistle in the midst of chaos . Her thoughts on a higher plane .Little Herry Prowse comes to tug at the teacher 's wool coat . He is holding his crotch and jumping up and down . This does not require an advanced credential to interpret .Mrs. Lumbull looks down . From her face as she responds , she has already devoted , over time , more professional attention to this troublemaker than should be asked of any dedicated educator .Herry , seemingly , disagrees . Still holding his crotch , he jumps up and down with greater agitation . She grabs him , rather roughly , by the arm . Marches him over to .and walks off , pointedly ignoring him from ten feet away . He screams , pumping his fists in frustration . Grabs himself , suddenly . Whether or not we can see the dampness spread , we can see his humiliation all too clearly . As his tears come . a figure BOLTS into frame from behind Mrs. Lumbull . Hunched over like a linebacker , full speed ahead , LAUNCHING herself into the back of the large woman 's knees . Her feet go UP , and the rest of her goes . DOWN like the proverbial amount of bricks . Herry 's tears stop fast . Watching the woman shriek , and keep shrieking . Makes him laugh . CUT . BACK TO . the berry path . They are sitting on a fallen log .Quoyle pulls out a single Snickers bar .He looks at her . Nods , probably will . Peels the candy bar free of its wrapper .He breaks the candy bar in half . Tho not quite equally .He nods . Oh , yeh .Oh .He holds out the two pieces of candy . She takes them both . the bigger one in his mouth . As he chews .She nibbles at her own piece .Hmmn ?Right ? Her father does n't react . He 's even stopped chewing .And slowly . Quoyle nods . I said .

Quoyle picks his way down to the battered boat shed , hidden at the foot of his cliff . He carries a big carton , which we see has made the journey slow and awkward . Across the gravel now , to . the door . HEAR the fire crackling , see the smoke curling . Takes a breath . Knocks softly . Then LOUDER .No answer . Juggle the box , lift the latch . Enter .

The old man and the dog huddled together at the fire . They look over with red eyes . Just alike . Only one growls . Quoyle finds a smile , a soft voice .Nolan is listening . Sharp - eared , sharp - eyed . What trick is this ? So Quoyle sets the carton down in the squalor . Takes out a loaf of fresh bread . One step forward . Lay it down . Good faith offering . And . Nolan scuttles to it . Like a wary crab . He tears off a chunk of bread . Nibbles . He likes it . And as he eats .crouches down to the old man 's size . Almost close enough to touch .He 's found the meat . Ripped off a chunk .Stuffs some into his face . Like this , even better .She .And as Quoyle draws a breath to ask .A moment . Of stone silence .Quoyle 's wide - eyed shock .INTERCUT . a tiny frozen pond . Long ago . A girl of 12 , rawboned , husky , skating alone . We 've seen her , in the photo at Quoyle 's dad 's house . And as she skates , she looks up to see . a boy of 15 , stocky , sullen . He was in the same photo . Only now , he steps onto the ice . Unbuttons his pants . Begins to slide toward her on the soles of his fishing boots . She looks around . Snow banked on all sides of the pond . Nowhere to run on her skates .The girl , breathless , skating this way and that . The boy closing in , cutting off her angle . A deadly endgame . There are no words . And . he is ON her . Pulling her TUMBLING to the ice in SLO - MO. . No sound but their hot breath , the grunt of the struggle , and CUT BACK to .

Old ones. Got run outta Omaloor Bay a hunnerd years ago. Dragged that house across th' ice. On spruce runners.

Your Aunt Agnis Hamm, me son. That's cause she ca n't face me. I knows she killed ` im.

That baby she was carryin'. What was she t ` do? She wuz only 12. An' it was her own brother what done ` er.

Agnis and Mavis are showing Wavey their new shop . It is big and bright with more elaborate fittings , the amount of work piled up carries the scent of success . Quoyle trails behind , as Agnis dotes on Wavey like a prize new daughter - in - law . When she turns , she sees her nephew staring .He was staring pretty intently . Realizes that .She holds his gaze with her own . Is she wondering ?Everybody turns on that one . Mavis cuts her alter ego Agnis a look . Can you believe this slut ?She actually looks pretty good in it . Wavey noticing that . Watching Quoyle say .Polite banter ? Or outright flirting ? Hard to tell if it 's Wavey or Agnis who disapproves more . Dawn ignores them .Agnis just blinks . Can scarcely believe she heard that .A really frozen beat .Mavis echoes Agnis ' glare .Agnis turns . Sizes him up .Puts her fingers to her lips . Leans closer , to confide something he is obviously unaware of .

CLOSE on Wavey , cooking flapjacks . Talking to them .And she 's not pleased .She scoops them expertly into a stack .Serves them to .Quoyle , who nods absently . About the one thing he is sure of . Just now , he 's examining the prodigious status of her oxblood knitting . Still attached to the needles , it looks too broad for a muffler .A beat . Another .She pushes the flapjacks closer to him , CLANKS down the fork , eat ! She 's exasperated . Thinks he 's wasting his money .And everything . Sorta . Stops .A meaningful beat .She looks deep in his eyes . Hard to guess the answer she wants to hear . He clears his throat . Looks down .And when he looks to her , she is .A witheringly sexy smile .Petal arches a delicate brow .He blinks . And sees .With a playful smile . Of her own .

Not London , but it might as well be . Wavey and Quoyle atop a red double - decker bus , wind whipping their hair . She is watching the big city flow past , drinking every inch of it . He 's watching her .

Wavey carries an armload of little girl 's tights and corduroy pants , picking through a bin of barrettes . Quoyle appears with a fistful of neckties . Holds them up hopefully to his chest one at a time , each more breathtakingly godawful than the last . Well ? She SHIVERS with disgust . Lifts from her shopping bag a nice conser - vative one she 's already picked for him . He SHIVERS , just as she did . They share the trace of a grin , just alike . He walks off . Wavey trying on furry hats in a full - length mirror , as Quoyle keeps feeding her an endless supply from a double armful . She pouts and poses like a runway model , basically frowning that the hats are n't working . He 's staring at her as if nothing else exists in the universe . She knows it . Wavey alone at a cash register . The checker is ringing up a selection of lacy bras and panties . Suddenly , Wavey looks up to see Quoyle at the register one aisle over , staring fixedly at her purchases . Seeing she 's noticed him , he holds up a huge pair of loud boxer shorts he 's buying , and WAVES them at her . She laughs and waves her bras right back . Civilians watching think they 're in love .

Quoyle and Wavey stroll the grounds of Nolan 's future retirement home . It is twilight , and the modest place looks pleasant and welcoming . Quoyle listens earnestly , as the director points things out . Wavey watching Quoyle , her gaze not so disapproving after all . CLOSE on Quoyle with a bowling ball , poised , glaring our way . Here he comes . Stumbles . Lets go . REVERSE ANGLE to see the ball rolling , rolling real slow . Quoyle turns his back , strides away with confidence like he does n't even have to watch , this is too easy . Wavey points , look . He turns in time to see two pins fall . Pumps his fist . YESSSS !

It 's late . It 's dim . It 's as romantic as urban Newfoundland will ever get . Our couple nursing beers at the corner table of a passably stylish bar . Piano playing show tunes , but soft . He pulls from his pocket . a travel brochure . Slightly drunk , completely merry , almost wicked smile .She 's already grinning . Feels so comfortable .His subtle smile . A guy could get used to this irony stuff .innocent , natural . At some primal level , his panic begins .She nods . She did .Even Quoyle . Has the message . He looks down at his beer , as he thinks about what he should say . Turns the glass in his fingers .He nods . Almost to himself .He looks up . Her eyes are waiting .And everything . Stops .But she 's looking in his eyes . And so , she does .That 's what it is .A beat .He sighs . The most miserable and the most honest he has ever been . All at once .His eyes are swimming . Can she possibly hear this ?Silence . The piano plays something gay and stupid .The last word was a tough one . It makes her nod . She stares in his eyes for the longest time . And when she speaks , he can scarely hear her voice .But . One word . And even a stupid guy . Gets it all .Wow . He nods , dumbly . Watching his worst nightmare unfold before his eyes .She gets to her feet . She does seem a little unsteady .But he stops . Because she 's shaken her head once . Do n't .Her voice chokes a little on that . She shakes her head , half - grinning at how foolish she feels . She smiles at him now . Like she means it . And leaves . Without another word .He wants to cry . He wants to be sick . He does n't know what he wants . Fumbles in his pocket for some wadded - up bills .DISSOLVE SLOWLY TO .

The boys , the beers , the squidburgers . The usual .Move ?A good friend . Quoyle is touched .The way he said that . They both turn . A shrug .Would n't want that . Very silent at this table . Against the din of the place . Is he serious ?And smiles . Serious as a heart attack . A long beat .Careful ?So much feeling behind his eyes . Nutbeem can only say .And return the feeling . With his own .

Quoyle GROANING under the weight of cases of beer and cheap rum pulled from the back of his wagon . Plenty more to go . Staggers into . Nutbeem 's tiny , threadbare trailer . Every conceivable surface under stacks of plastic - wrapped party platters of cold cuts , cheese and red - eyed olives . Nutbeem is jamming beers into tubs of ice . Quoyle peers into the teensy closet that is the only bathroom .SEE it now . Half a sawed - off empty BARREL , with MOLASSES stenciled in orange , fills the shower stall .Quoyle sends him a blank look .He gestures to thirty bags of potato chips , filling the kitchenette .

VIEW out a window at the line of HEADLIGHTS still arriving . We are immersed in the ungodly WHITE NOISE of an all - gentleman 's Newfie soiree , music pushed beyond the level of distortion , assorted grunts , squeals , unintelligible words , things breaking . As we struggle to look around . every square inch is crammed tight with semi - conscious drunks . Tert Card and some boys circle the potato chip barrel , which has become a handy urinal . Near the door , Dennis holding forth , arm tight around Quoyle who listens , listens , chuckles . Then Quoyle fights his way . OUT of the trailer , to cold night air where the party is MUCH wilder , given the elbow room . Quoyle steps OVER the supine form o Billy Pretty , who is singing to himself . Finds Jack Buggit with a beer in one hand a rum in the other . Wraps a drunken arm around Jack 's neck . Starts to talk in his ear . Jack looks suspicious . A FIGHT breaks out a few feet away . They do n't notice . Closing in , to hear .Jack nods . Grins . That 's pretty funny .This . Is even funnier .Funniest yet . Jack is chuckling already .Quoyle is chortling . But Jack stares him dead in the eyes .At which point Jack BUSTS OUT laughing fit to wet his pants .POUNDING on poor Quoyle , who is also dissolved in hysterics . Nearby , the biggest and ugliest GUY at the party -LRB- no small distinction -RRB- leaps onto a tree stump brandishing an AXE . Even in this crowd , it commands a certain degree of attention .Cries of YAR ! fill the woods . Nutbeem himself is HOISTED on shoulders , whooping and sloshing his grog .An idea that wins IMMEDIATE MASS APPROVAL . Soused Nutbeem 's eyes open bug - wide , as he is borne in a tidal wave of mayhem toward the docks . Whatever he is shrieking may well prove ineffective . And rather suddenly . Quoyle is left alone . Among the conscious , that is .

SO LESS KEEP ` IM ` ERE BYES! AXE ` IS FOOKIN' BOAT! GOT YER CHAIN SAW, NEDDIE?

Knitted wool , the color of oxblood , lies across a timeworn leather ottoman . In front of it , little Herry dances a shuffle - foot jig of his own design . The music seeps from a venerable accordian , played earnestly by his serious mom , nodding and tapping her foot to the time of his steps . There is a feeling of empowerment and release in Herry . His grin splits his round face . His eyes say that his heart is dancing . PULL SLOWLY BACK . through the window , past the porch , across the front yard . To a figure . By the fence . He stands motionless . Except his foot is tapping , very slightly , to the time of the music . We ca n't tell how much Quoyle sees . But his eyes say that his heart is drowning .

As Quoyle shuffles up , we see Nutbeem 's trailer has been turned completely OVER onto its side . Walls are crushed and splintered . It 's a train wreck . Sitting on the cinder blocks that once supported it , Nutbeem , and Dennis swig beers .Nutbeem hands him a beer .Quoyle looks sadly at the trailer . Realizing it was his place that got trashed .The boys look at each other . Humiliated by his generosity .Quoyle is looking at him somewhat strangely .Maybe too light not to be obvious . Billy looks from Quoyle to the trailer . And back .Which seems to cover everything .

Quoyle alone with Jack in open water . Pulling on a slicker , gloves , picking up a knife . Jack is pronging cod onto the deck .And so , together , they begin to clean a small mountain of cod .Does n't look up .Quoyle will .Yup . Believe it .Keeps working .No arguments arise .Uh - oh . You do n't mean .Quoyle swallows . Arguably the proudest moment of his life .Jack looks at him for the first time . A real twinkle behind .Said with such sincerity , Jack can only nod . Good .And before he can stop his mouth .The mirth dies in his host 's eyes . Like a 60 - watt bulb in a brownout . Quoyle swallows the rest .Quoyle sucks it up .Jack 's eyes . Flat and cold as the cod he 's gutting .This is not . Going well . A dangerous silence .

The day care contingent more organized today . Sort of . Bunny leading a spirited round of red - light/green - light , as . Quoyle enters with a big cardboard box full of presents . As he shrugs off his coat , he looks at the Christmas tree , its winking lights . The decorations that seem to be everywhere , many handmade by these children . He watches Bunny call out ` Red Light ! ' , only to have Herry ignore it and tackle her anyway . Mixed emotions , to be sure . A feeling of family he can at least visit , yet will never be his own . The sad edge catches up with him , so he strolls on into . the kitchen . Wavey baking , what else . She smiles to see him . A friend 's smile .He smiles back . Takes her in for a telling beat , before .Even better .They are on top . Personally wrapped in his slightly bulging , fine - motor - control - challenged , personal style . Be sets them on the counter .Meaning , please do n't . So she wipes her hands on her apron . Lets him see her eyes dance just a flicker .Delicately unwraps the first . Lifts out a PORCELAIN TEAPOT , finely painted with an assortment of BERRIES . She holds it in her hands , at once admiring and wistful . Wondering if there 's a message about their moment together while berry - picking .A simple pronouncement . She opens the second , flat and narrow . It is a TURQUOISE BRACELET . Actually , kind of stunning . She blinks , taken back by the beauty and perhaps the expense .She does n't sayanything . Lets it dangle from her fingers , catch the light .She looks to him . Her eyes are shining maybe more than she wants . Her voice perhaps softer than she even intends .Covers . With only a slightly more than friendly smile .He can only nod . He 'd like that . She holds up one finger , wait a second . And hurries off . So he waits . Looking at her kitchen . Feeling his feelings . She is back , with two boxes . Sets them down . Nods , go ahead . one is heavy and square . He opens it to find a LEATHER - BOUND CASE . He looks at her , smiles in his childlike way . Opens the case , which reveals . two leather - bound VOLUMES . One a dictionary . The other a thesaurus . He is obviously moved .And when he looks up .He stares at her long enough to make her nod toward the other package . Big and flat , but not heavy at all . He lifts the lid , and pulls out . a huge comfy SWEATER . In oxblood wool . He is completely stunned to realize .Put it on , put it on ! So he slips it over his head . Big enough and then some . This worries her . She plucks at it .He 's just beaming . Hugs himself to show how warm it is . The silence is companionable . Then .She raises a brow . Can scarcely believe that .She holds her friendly smile . But her eyes have changed . Slightly .Wait a minute .Even his voice . Betrays the longing .He smiles , self - conscious .Silence . A soft .He nods . He 's glad she understands .She ca n't help but show her surprise at that .He looks worried now . Should n't have brought this up . And seeing this .He nods . But feels truly awkward now . So .Right . She nods . She understands this , too .Takes her teapot and her bracelet . Holds them . A gentle barrier . Her hands now too full for a hug .With a wonderful smile .With one of her own .

Quoyle enters a packed auditorium , festooned for Christ 's birthday with every trimming imaginable . Rough fishermen in black jackets they wear once a year , women in finery , schoolkids at their well - scrubbed best , antsy with anticipation . The BUZZ is audible , palpable . No Broadway opening could hope for this level of eagerness . As Quoyle comes down the aisle , we see faces we know . Boys from Nutbeem 's party . Billy Pretty with Jack and Mrs. Buggit . Alvin Yark and his bird - like wife . The old - timer who sold Quoyle his boat . Mavis Bangs with an empty seat next to her , must be saved for Agnis . All the kids from daycare . Still , Quoyle searching for the face he does n't find . And finally . to the third row , where Dennis and Beety have saved him a seat . Beety gives him a peck on the cheek , and he smiles , settling in , nervous as hell , just as . the school principal , still dressed for England , walks to the mike at center stage . Holds up her hands like the disciplinarian she prides herself on being , and they quiet pretty fast .THUNDEROUS applause , whistling , stamping . She is frustrated for a moment . Then , waves cheerily against the din , shouting .And RUNS off - stage , as we DISSOLVE THROUGH a SERIES OF ANGLES . the Big Ugly Guy who led the raid on poor Nutbeem 's boat stands in a threadworn suit bulging with his bulk , singing DANNY BOY in the sweetest tenor one could dream of . PAN an audience , rapt , motionless . Pavarotti never had more respect . Bunny and Marty walk timidly to the front of the stage . Marty dressed in Christmas reds and greens . Bunny all in blue , which does look good on her . Kids CALL OUT their names . The place falls quiet . And the girls begin to sing a plaintive West African HYMN in small brave voices that sometimes harmonize . It is unexpected and breathtakingly courageous . Two dads in the third row have tears flooding their eyes .Agnis Hamm walks out alone onto the stage , wearing a brown jersey , tweed skirt , yellow stockings and red slippers . She has an odd look on her face , all serious and curious . The laughter and calls die away to silence . Suddenly , one of her feet SCRATCHES at the stage , her arms become WINGS , and with a CROONING and CACKLING she metamorphoses into a PEEVISH HEN protecting an egg . The house comes DOWN with laughter and UNISON applause . Quoyle glances back at Mavis Bangs who puts her fingers between her teeth and WHISTLES in pure delight . Wavey Prowse walks onto the rear of the stage , in a long black smock , carrying her accordion . She turns to the wings , nods , and out comes little Herry clacking across the stage in tap shoes . A beat of silence . Mom calls out : ONE , TWO , THREE , rolls into a savage hornpipe and Herry commences the JIG Quoyle once glimpsed through a window . Three hundred HEELS coming STOMPING down in perfect rhythm and lift Herry into a joyous bouncing , rattling performance that builds in intensity until the finish . He runs to the edge of the stage , bows DEEP from the waist , stands beaming in their applause . Then RACES offstage , his mom following with dignity , and we go with her into the wings . Once there , Wavey slips OUT of the smock , revealing to the dimness of the wings , that she is wearing dancer 's tights over drop - dead legs . A close - fitting tunic covered with sequins and glass bugles , crystal diamonds , and dozens more glittering baubles that send a shimmer of prisms with her every breath . Herry hands her a top hat , a cane , and . she STALKS back onto the stage , her lithe body strutting and glinting . A hush of stupefaction falls , only to be washed away by SHOUTS and WHISTLES , the kind of which have not been heard since Gypsy Rose Lee startled her first roomful of rubes . In the bedlam . she TWIRLS the top hat on one finger , FLIPS it up in a double somersault , catching it square on her head . She leans on her cane And when at last they quiet .She winks . They laugh . Billy laughing loudest .Twirls the cane recklessly . In the third row , a goggle - eyed Quoyle could n't blink if he tried .That 's right .WAGGLES her eyebrows , Groucho - style . They are busting their guts laughing . Connoisseurs of wit .She puts her toe out , SLIPS wildly , windmilling her arms , pantomiming as she bends double under the phantom clock .Tears are streaming from a hundred eyes and more .Bows to the old gal in the front row , who is scarlet - faced in hysterics , as all around her applaud . Wavey becomes her , inching along , casting fierce glances right and left to warn the world .She is Billy once more , beneath his burden , her long legs stutter - stepping to one side , then the other , slipping , skidding , the howling all around her threatening to shatter walls , and .Miming the wild ride as they ROAR .She becomes Auntie Fizzard once more , shuffling , looking left , right , and suddenly up WILD - EYED !Nods sadly . Leaning on her cane . When at last they quiet .She says .Levels a dead - eyed killer gaze .The place comes DOWN like a house of cards . Bedlam surrounds Quoyle who sits still as a stone . Too dazzled to breathe .

Lonely stretch of wooded road , middle of nowhere . Light snow just starting to fall . A truck pulls up beneath a tree . Out climbs . Wavey . Looking grim , walking slow . Crosses the road to a weathered diner . The woman who only smokes when she 's worried , pulls out a pack of Camels . Looks through the diner 's frosted window . a lone customer sits nursing his coffee . He is 40 , lean , very attractive . Dark hard eyes , set into worries of their own . Wavey lights up . Watches in silence until . the man looks up . Their eyes meet through the glass . Hold . And on his faint smile . She turns her back . Starts up the road . ANGLE . he is walking beside her now . Snow drifting lazy , her smoke curling up . He watches her anger , how cold and quiet and closed . Smiles at her profile .She ca n't even believe he said that . Never looking at him .Keep walking . His smile is gentle .A beat .Breaking the words off . He 's watching her profile .Gauging the feeling behind the bitterness .Is she even listening ? He lets the silence hang .She stops walking . Flips her cigarette off into the snow . Turns now . Looks into his face . And sighs .

There's a million reasons to send me away. Good ones. And only two reasons not to.

Rear ANGLE of Agnis , crouching in the lightly falling snow . At the edge of the sea . The spot where she once sent her dog to rest . HEAR footfalls crunching slowly across the rocks . A bulky figure comes into frame . Crouches down beside her . Close . She stares at the gray horizon .No answer . But she hears him all right .He hands the folded print - out to her .She looks briefly at his eyes . Takes it . Starts to read .Agnis keeps reading .She nods at that . Folds the paper neatly , as if conveying respect . Hands it back .He looks in her eyes . And decides to say .The look holds . She sees the compassion in his eyes . Knows he 's so on her side . She clears her throat .They share a look . He glances at the sea . Beautiful spot .She stares deep and unblinking into his eyes . She will tell him .A held moment .Silence . And .And now she smiles . Something we have rarely seen .He 's not surprised . And that , in turn , does not really surprise her .Strong with that . Sure .His smile in return . Very real .He sounds pretty sure himself . Their look ho1ds .She does n't .She nods , one last time . Sounds like a plan .

Quoyle alone with his cut - and - paste , making up the front page layout . Moonlight on fallen snow through the window . Late enough , quiet enough , to hear . the vehicle drive up , the engine turn off . The footfalls to the door , which swings open . The last person he 'd expect to see . Especially with a bottle . Of Cuervo Gold . They stare at each other . Only he smiles .She shoots him a quizzical look . We see the edge right off , even if he does n't .Shakes his head with innocent admiration . She puts the bottle on his desk .He hears it now , right enough . The anger , the Cuervo . She stalks on over to the coffee counter , only a bit wobbly . Plucks up two styrofoam cups .Back to his desk . Shrugs her coat off onto the floor . Pullover and jeans , she looks terrific . Hikes her butt up onto the edge of his desk .Her soft throaty laugh . He has n't seen her this way . Ca n't decide if it 's more scary or exciting .Opens the bottle . About four fingers are gone .Pours herself another two . Thinks before she says .Pours two fingers for him . Stretches her body to slide the cup across the desk . The Cuervo sloshes .She 's looking at her cup now . Not at him .Takes a swallow . Closes her eyes .Opens her eyes . Straight into his . Did you ?Sure you do .Quoyle blinks . A perfect stunned ox gape .Drains her cup .An ice - cold wink .Pours herself another . Savors the memory .Shrugs a drunken , careless shrug .Yes ?Her eyes are deeper now . And for a beat , the anger slips away .Silence . A real one .I did .Stares in his eyes .So she smiles . But the bitterness is there in it .And the world . Ceases to spin . One man 's world , at least . She watches that . Assesses it .Sips at her second drink . Slides the rest of it down .Her eyes ask . Are you ?Shakes her head . Uh - uh .Means those words as an opening blow . Jacks or better . Here comes the hole card .Pure contempt . And honesty .Lifts the cap . Screws it back on the bottle .And from his prison of shock and shame . He points to a shelf . She is OFF his desk , like a panther . SNATCHES the tiny padded box with its treasure . RAISES it high to smash it , and . stops . To see the panic . In his eyes . It brings tears . Pooling in hers . And she sets the treasure down , with the tenderness that decency requires .He can not .And that . Is what she came to say .She crosses the floor . Scoops up her coat . Walks , just a little wobbly , to the door . Sighs .Nods . Means that .And leaves . The door closes quietly . Quoyle looks from it . To the eggshells . And back .

ANGLE . Dennis and his wife BEETY bundled together asleep , as a ferocious storm HOWLS around the house . ANGLE . Quoyle awake on the sofa in Dennis ' parlor . Clutching his blankets around him . Eyes jumping with every SHRIEK of the marauding wind . Mind racing with thoughts of Wavey . And eggshells . ANGLE . Bunny asleep with Dennis ' daughter MARTY . The room seems to vibrate under the violence of the weather 's assault . CLOSE on Bunny now , and . her eyes OPEN . A strange intent in them . A knowledge . She slips from Marty 's bed in her thin blue nightdress . Through the house in the dark , as the wind SCREAMS its warning . Into the par - lor where her father sleeps , as the wind suddenly INVADES , and . SUCKS her straight UP the chimney and out INTO the heart of the storm . SAILING like a loosened kite out across the black water . Out and out , as gray light rises , to . Quoyle Point , where she is blown FLAT against a granite boulder just in front of the Green House , which SHIVERS and pleads against the wind , its steel cables STRAINING , and suddenly from within the house , lights come ON . the WHITE DOG is in a window . No longer snarling and menacing , but whining pitifully , begging to be saved . And on the second floor . PETAL alone , wild - eyed with terror . She is dressed all in blue , and her daisy - chain necklace flies about her throat as she POUNDS against the glass , her eyes staring directly AT her daughter , who can only scream soundlessly against the gale as the house . begins to come LOOSE , the first cable SNAPPING and WHIPPING about with the fierce destructiveness of unleashed power , then the NEXT , and ANOTHER , and with Petal still visible , HOWLING in horror , windows BURSTING everywhere else like flash bulbs , the house . slides FREE , along the rocks , toward the cliff , Bunny screeching as it goes OVER the edge , TUMBLES down toward the sea , and Bunny . sits BOLT UPRIGHT in bed , a single GASP as her dad is THERE , holding her tight . She is soaked with sweat . But her eyes are not wild . They are filled with the knowing .He smooths her hair . The wind bellows in rage . Little Marty somehow sleeps on , undisturbed , beside her .

They climb from the station wagon into cold , clear sunlight . Stare in wonder at the naked rock . The snapped , spent , cables . Only shards of wood and glass leaving a hapless trail toward the cliff . Bunny RUNS toward the debris , and through it . To a tangle of bushes near the cliff . He walks to a broken cable . Crouches . His eyes running over the space . Where his ancestor 's home once stood . And then . He turns .We see now . Bunny has unearthed a huge wooden crate from its hiding place . Too engrossed in counting its contents to respond . As he comes over .She is counting her treasure trove of NECKLACES . More than any sound mind could imagine . Yet , in their infinite variety , somehow wonderful . A testimonial to the power of love .She looks up . Sees him staring so fixedly at them .Oh . The kid does n't smile . She decides whether to ask him .He looks in her eyes . His heart breaks behind his smile .

Steel gray morning . The sea is more than a little rough , as Jack lays out his lobster traps . Two other boats , not too close by , appear and disappear in mist . He is checking the lines , knotting hefty weights onto the traps to take them down .Stops . Halfway to lowering the next trap over the side .As it nears the water line , Jack 's cat SKIPPER TOM suddenly LEAPS down ONTO the trap . Jack blinks .Tries to let go of the trap and grab the cat in one motion , but the cat JUMPS BACK to the boat , Jack STUMBLING out of his way , STEPS in the coiled line which WHIRRS as the trap goes . DOWN , the line STRANGLING Jack 's leg and WHIPPING him flailing OVER the side in one startling heartbeat . Almost comic to watch . But then . It is very quiet . Air bubbles appear at the surface . In a few seconds . The water is unbroken . The boat bobs silently in the swells .

Quoyle and Alvin inspect Quoyle 's newly - finished boat . It is a beauty , to be sure , and the old builder watches Quoyle lovingly running his hand across the smooth gunnel . Alvin does n't smile . That 's not his style .Quoyle glances over . The old boy 's eyes are dancing .Quoyle nods . Guess not .But Yoda is just staring at him . And quietly .His pupil blinks . Like a crystal bullet of clarity his brain .For some reason he could never name . Tears are pooling in eyes .Quoyle is nodding , now . It all seems so right .A soft knocking at the door .The bird - like woman enters . The old man nods toward her .But she is n't alone . A man enters behind her . It is Dennis Buggit . And there are tears on his face . He brings a dreadful silence with him , because the face is an open grave .A sob escapes from this strong man 's throat . He ignores it . No one knows what to say .

The road is jammed with parked cars and trucks and vans and wagons Folks still streaming toward the brightly - lit house . Ever ` body knows ever ` body .

Every room is filled with folks who wear their best . There is eating and chatter and even some pockets of laughter , as we move through the crowd . As if some have taken hold of a wake 's well - meaning purpose . Others stand dazed , still wearing their pain and confusion . There are children here , some hold a parent 's hand , some giggle with each other . Snapshot of a community . Struggling to cope . Quoyle and Bunny enter , holding hands , looking around . As they cross the room . two figures step into their path . Two women holding hands , their bodies close together . Their feeling for each other open for all to see . One is Agnis . And the other . Is n't Mavis Bangs .Slightly startled , Quoyle ca n't help but smile , despite the solemn occasion . At the proud look on his aunt 's face .Our girl , a course , is Agnis . Who nearly blushes at the compliment .Well , who could argue with that . Dawn leans up , kisses Quoyle on the cheek . And with surprising softness .Her great aunt looks at this child . Bends to plant an unexpected kiss on the top of Bunny 's head . The kid squirms , tugs her dad firmly off , as he sends a parting wave . Into the parlor now . Quieter here , as the new arrivals thread past Jack Buggit in his open coffin , resting on black - draped sawhorses . Dennis and his mom stand by Jack , a hand and a word for each . And moving into the line .His words a murmur . Hers are bolder .He thinks . As if it is a worthwhile question .Nods to himself . Yes .He looks down . They are almost there .She is thinking . Keeping the thoughts to herself . At the coffin now , he lifts her up to see . Jack lies motionless , a wax figure of himself . Serene behind violet eyelids .Dennis looks over . His stolid , grim face releases a smile for his friend .He sets her down . Clasps Mrs. Buggit 's hand . And from his pocket .An enameled wreath with the initial R , backed by a long , sharp pin She tears up again , just to see it .She smiles bravely as she takes it . Leans up to kiss his cheek .So they look at each other . Dennis clears his throat , looks away . And then , Quoyle is leading Bunny off .Just a statement of fact . To no one in particular . Dad squeezes her hand . Manages .But she lets go . Scampers to a corner of the room . To Herry Prowse . And his mom . So Quoyle starts toward her , his heart in his throat . And when Wavey looks up . She is glad to see him . As he reaches her . She holds up her wrist . Dangling from it , her turquoise bracelet She wore her best for Jack . Quoyle stands very close . One last thing from his pocket .A small box . Wrapped as careful as he could . She looks to his eyes , really ?Well , in that case . She takes it into her slender fingers . Undoes the ribbon , the paper . Lifts the lid to see , resting in tissue . eggshells . Crushed almost to powder . Her heart comes straight to her eyes , even before the whispered .And across the room , Mrs. Buggit leans with trembling hands to fix the Lodge pin to Jack 's lapel . Shaking as she is , the hand lurches , the big pin goes PLUNGING , and . a rattling COUGH . Rolls across this room . The world falls silent . Jack 's wife grabs her son 's arm , and their eyes bug out , staring into the box .And LUNGES to help hs gurgling father free his shoulders from the coffin 's wedge . A sudden ROAR , there are SCREAMS , there is even LAUGHTER and WHISTLING , complete chaos . And in the bedlam , a tug on Quoyle 's coat .

Sunlit day of crystal perfection . The majesty of ice and towering rock and shimmering water . A scale so majestic , any cynic would be hard put to deny God 's hand . And gliding into FRAME . a tiny skiff . On its maiden run . We CLOSE to see . painted on its side . THE FOUR WOMEN . One woman is rowing just now , doing all the work . Her son sleeps in the bow . And in the middle of the little boat . father and daughter . Are unpacking the picnic lunch . There is a lot of food . This could take awhile .Yeh . That .She keeps unpacking . Her face quiet and serious . Her thoughts her own .And since he 's said her thought aloud . She tells him .She 's not looking up . But he knows she 's listening .That gets through . Both adults can see it .Eyes resolutely down , she nods . Remembers .Her brow furrows . Does n't understand that .On this . She looks up . Her dad is smiling from his eyes .And .Still holding Bunny 's eyes . He beckons to the woman rowing . C'mere , a second . So Wavey sets down her oars . Slides over . And Quoyle whispers to his daughter .He leans his face . To Wavey 's mouth . A kiss so tender , even a child ca n't turn away . The moment lingers . And when it ends .Wavey looks at this girl .Except . She gathers all the courage it takes to say .And waits . We can feel her heart pounding in her throat . Bunny stares back with eyes no one could read . And then .A hush over this bay . A woman stunned and grateful .Well , that seems true . So , the woman nods . Her eyes flutter down . In the silence , she unwraps a sandwich .Okay , then . She hands that one to Quoyle . And as she and Bunny look for another , we PULL . UP and AWAY , an AERIAL ANGLE swirling above the shimmering bay . The boat so far below us . The people tiny specks . They could be anyone . Anyone at all . FADE TO BLACK . ROLL END CREDITS .

. the world was stunned today by the death of Diego Ricardo, the youngest person on the planet.

MORE SAD FACES , and now we see we 're in a crowded cafe . Standing room only . Everyone staring upward , O.S. , listening .A man enters he coffee shop , making his way through the transfixed crowd : THEO FARON -LRB- 55 , American -RRB- , wearing a worn suit and tie , glasses . Theo is a veteran of hopelessness . He gave up before the world did . Theo wedges his way through the packed bodies to the counter . He orders :Next to him , a 50 - year - old woman stares upward , cradling a small dog , a tear rolling down her face . Theo follows her gaze : an old plasma TV is mounted above the counter . A REPORTER delivering the breaking news . Theo watches with little interest .ON TV : The face of `` Baby '' DIEGO -LRB- 18 -RRB- , the most famous boy in the world , a fair - haired teenager who never lacked anything , smiling a practiced smile .Theo 's coffee arrives . He lays exact change on the counter and makes his way back toward the door , weaving through the crowd , past people crying .

Baby Diego was killed in a bar fight in Buenos Aires after refusing to sign an autograph.

He struggled his entire life with the celebrity status thrust upon him as the world's youngest person.

Witnesses say Diego spat in the face of a fan who asked for an autograph. The incident escalated into the brawl that ended with Diego's demise. The fan was trampled to death by the angry crowd shortly thereafter.

Diego Ricardo, the youngest person on earth, was 18 years, 4 months, 2 days, 16 hours and 8 minutes old.

Mr. Griffiths. I seem to be more affected by Baby Diego's death than I realized. Sir, if you would n't mind, I'd like to finish the day's work at home.

Ninety - eight percent of the species that roamed the earth are extinct. What makes us so goddamn special? Just because we left behind a few piles of rock?

True, but maybe the planet's ready for a little peace and quiet.

C'mon guys, I'm gon na pay! Tell Freddie, I swear I'll have his money, all of it -

Not anymore. It's a brave new world. In case you have n't noticed.

Nobody's handing out transit papers and they're impossible to steal.

I'm flattered. Maybe one of your other ex - lovers could help. You could toss their names in a hat ; pick out the lucky winner.

You've got ta admit it's a kind of perverse. The world's gone to shit and here you are assembling the world's greatest art collection.

I promised her a trip to Paris. In a moment of passion, if you know what I mean. I have the money. But I was hoping you could get us the transit papers.

Her brother's there. She has n't seen him in five years and he's not doing too well. Not too well at all.

Colin, she's the one decent thing that' happened to me. She kind of looks to me for stuff like this.

I guess I got myself in over my head. I did n't have anyone else to go to.

You amaze me. A hundred years from now, there wo n't be one sad fuck to look at any of this. What keeps you going?

Everything's moving ahead, but I'll need a photo of the girl and her name.

All I could get were joint transit papers, which means I'll have to escort the girl. Extra time means extra money. So now it's fifteen.

If you're short, you could always kidnap somebody. Rob from the rich, give to the poor, is n't that what you guys do?

So why's it so important to get this girl out of the country? She rob a train, kill a cop, blow up a building?

An activist was what you wanted me to be. I just wanted to get laid.

Sorry, Kee, it's out of my hands. You got plenty of friends, they'll take care of you.

That was Patric on the motorcycle. I'm getting the hell out of here. I suggest you come with me.

The last one was real safe. I think we'll skip the Fishes, Miriam.

What about all your pals waving guns at us, you only have my word on that too!

No one's going to Dover. We're fugitives. We'd be stopped at the first checkpoint.

It's impossible to get within five miles of the coast without hitting a checkpoint.

Too bad you're not fewgees - that way you could get yourself rounded up and tossed in.

Then again, if you were fewgees, cops'd just as likely shoot you on the spot.

How can we be sure Luke has n't diverted the boat back to Iceland?

You mean you never actually talked to any of them? Like a game of telephone?

Oh sure. In the old days, in New York, I did a stint as a cab driver. Bunch of times : couple's on the way to the hospital, we get stuck in traffic, I deliver the baby in the backseat. Bunch of times.

I'm uh. just gon na see what's happening. See how things are progressing.

Now just lie there and let your body take over. Get in touch with your body like Miriam said, that thing about tension.

You can! Just breathe, breathe like Miriam taught you. relax, and when you feel like it, push!

That's it. Just like that. Keep breathing. Breathe in. breathe out.

The Human Project is sending a ship for Kee. We have to be out in the bay at sunset.

The first baby born in twenty years and you want to call her Froley? It sounds like a dog's name.

Theo walks outside with his coffee . All around him , people have stopped , their faces turned upward , transfixed by the news . Atop some buildings , old billboard style LED screens display the coverage . Some of the pixels are burnt out . On a nearby wall , a mural of the country 's current leader , known only as the `` Warden . '' A stoic visage with steely , watchful eyes . SUPER : LONDON , NOVEMBER 17 , 2026 A.D. Theo continues past dusty storefronts . Homeless huddle in doorways , bundled in threadbare blankets . Pedestrians hurry by , on their Monday morning rush to work . Theo sets his coffee cup atop a post box . A few cars roll by . Mostly `` older '' vehicles - 2008 's , a couple of 18 's . Some motorized rickshaws , a double - decker bus with metal mesh on the windows . Bicycles . He takes a flask from his pocket , unscrews the top , about to pour into his coffee , when behind him - BOOM ! A BOMB EXPLODES inside the cafe , blowing out the windows , shaking the ground . Theo 's knocked off his feet . Smoke pours through the shattered facade of the cafe . The counter where Theo stood moments before , simply gone . WAILS of pain as people stagger out of the blackened wreckage , bleeding , covered in debris . A woman splattered in blood , holding her own severed hand . Theo gets up , shell - shocked , hands pressed against his ears . SHRIEKING ALARMS from nearby buildings blending with the `` Eeeeeeeee '' of his ringing ears . BLACK SILENCE now , except for the `` Eeeeeeeee '' of Theo 's ringing ears . Title : `` CHILDREN OF MEN ''

The LOUD RUMBLE of steel wheels on a stone floor , aged MAINTENANCE WORKER rolls a heavy bin out the front doors of the lobby . He passes Theo who is on the other side of the open doors . Theo , looking lost , disheveled , walks in and approaches the SECURITY GUARD . He displays his ID , looks into a retinal scanner and moves toward the metal detector . Absently , he begins to empty his pockets - then stops , pressing his palms against his ringing ears , staring off with a lost expression . A beat . He notices the guard looking at him expectantly . He then continues through the metal detector .

Theo walks into a vast work space . There are two hundred identical cubicles on the floor , but only half are occupied . visible consequence of downsizing . A painting of the Warden dominates the front wall . Theo heads down an aisle , passing SEVERAL EMPLOYEES who have windows open on their computer screens , watching reports of Baby Diego 's death . We catch a bit of the reports as he walks by . COMPUTER MONITOR A NEWS REPORTER .Theo passes another cubicle .Theo arrives at his cubicle , sits down at his desk . It 's devoid of any personal touches , except a little plastic palm tree stuck on his computer monitor . Etched into the base of the palm tree are are the words `` Pair A Dice . '' He looks up and watches SHIRLEY , a heavyset woman across the aisle , sobbing softly into a Kleenex . He turns away , once again presses his hands against his ringing ears and .PETER has wheeled a cart up to Theo 's desk . Although he has an office boy 's job , Peter is at least forty . Theo stares , considers setting Peter straight but .Peter places a few file folders on Theo 's desk , then moves on with his cart . Theo gets up from his chair .

Diego resisted being identified as a Zed, the label given to those of the final generation. He felt the term Zed had become primarily associated with the youthful gangs who have formed their own nihilistic and violent societies. But clearly' as youngest of the young.

his tragic passing now makes Vladimir Raskovich the world's youngest human being, at 18 years, 4 months, 2 days. Vladimir was born in small town outside of Kazan, Russia.

Forms 22 B and C need your authorization. You might want to read them first.

Keep your ears open. There's a thousand pound reward for any information.

Bare walls . Empty shelves . The fluorescent overhead flickers . The office of a middle manager . Mr. Griffiths -LRB- 40 's -RRB- is watching coverage of Baby Diego on his computer screen . He looks up , sees Theo standing in his doorway .Griffiths considers the request .

Heading down the hallway , Theo glances at the elevators , Then turns a corner and stops in - front of a locked door . He puts his eye up to a retinal scanner . The laser beam shines across his pupil . A door clicks open .

A wall of locked drawers , like safe deposit boxes . Block letters spell out : AUTHORIZED PERSONNEL ONLY . Theo slips a small key into one of the boxes and slides out a long metal tray containing stacks of coupons . On the side of the tray , a digital readout : 1,028 . Theo takes out five coupons , and the readout instantly reflects the change : 1,023 . Tearing a corner from a piece of paper , Theo fashions three tiny spitballs and , with a quick glance over his shoulder , slips them between the remaining coupons . The readout turns back to 1,028 . Satisfied , Theo slips the pilfered coupons into his pocket .

Old red - brick apartments interspersed with a few empty shops . A state poster on a hotel wall reads : `` ENGLISH IS OUR LANGUAGE . '' Theo crosses the empty street , heading for The Snake & The Flute , an old - school corner pub . A bicycle chained to a lamp post out front .

A reliable source says the Warden'll be allowin' selective wireless service again, end of this year.

Ai n't made nothing of that quality in fifteen years. Vintage stock, that is. -

If you got access to these, use'em to pay'em off, instead of getting in even deeper.

From a canvas backpack , RUDY pulls out a cell phone and places it on a table next to two dented tins of tuna . WIDER : Theo in a booth with Rudy -LRB- 30 's -RRB- , who has the qualities of a street hustler . Beers in front of them . Theo stares at the cell phone a moment , then picks it up and examines it .Theo twirls the phone in his hand .and places it back on the tableRudy lifts a black teddy from his bag .But Theo has noticed something else in Rudy 's backpack . Theo pulls out a red scarf .Theo slides a packet of his purloined petrol coupons across the table .Rudy reaches for the packet of coupons - but Theo puts his hand on them .A beat , then Theo lets Rudy retrieve the coupons .And from O.S .Theo turns : A street - corner evangelist stands on a chair .And he opens his shirt , revealing strands of barbed wire wrapped around his waist , pin - pricks of blood dotting his skin . CLOSE ON A FLAT - SCREEN MONITOR A state propaganda loop of a quick montage of cities in turmoil . A mushroom cloud over Beijing . The battered Eiffel Tower surrounded by ruins . Tanks in the streets at Washington Square . Militias on the march in Oslo . Riots in the streets of Rio . Only one Petronas Tower still standing in Kuala Lumpur . The montage ends with an image of Big Ben , still ticking , its famous chimes BOOMING on the soundtrack . Title : `` OTHER - COUNTRIES FALTER . ENGLAND SHOULDERS ON . '' Then , superimposed over this , the ghostly , domineering face of the Warden .

` Tis your derogate ways that keeps this plague upon us! You disappoint our Lord! My wounds will make amends for your reprobate -

Forgiveness. Experience forgiveness. Dwell in forgiveness. Forgiveness towards those who intentionally cause you pain. Forgiveness. Forgiveness for those who unwittingly caused you pain. Forgiveness.

Gratitude. Immerse yourself in gratitude. Gratitude. Gratitude for those who brought you joy. Gratitude. Gratitude for those who brought you pain. Gratitude. Gratitude for your unique journey. Gratitude. Dwell in gratitude.

Experience the light. The light is soothing. The light is comforting. The light is love. It's a light that shines forever.

The Warden has declared a State of Emergency! Everyone remain indoors! A curfew is now in effect!

Anyone on the streets will be considered hostile and shot! England supports you and provides you shelter. Do not support terrorists.

Theo sitting next to the window of a passenger train , watching the flat screen mounted on the back of the seat in front of him . His eyes begin to close as the soundtrack 's PATRIOTIC MUSIC swells . Then . POCK ! POCK ! Rocks smack against the side of the train , jolting Theo out of his sleepy moment . He looks out . A GANG is hurling rocks and bottles . Some of the faces are covered in war paint . They 're mostly `` ZEDS '' - 20 - year - olds , members of the final generation . The gang disappears behind a billboard : `` IS YOUR NEIGHBOR A TERRORIST ? REPORT ALL SUSPICIOUS ACTIVITY . '' Another billboard flashes by : `` AVOIDING FERTILITY TESTS IS A CRIME ! '' Graffiti on a wall : `` LAST ONE TO DIE PLEASE TURN OUT THE LIGHT . ''

Stepping off the train , Theo passes police officers patrolling with German Shepherds . A pleasant female VOICE on a taped loop announces : `` Transit Papers must be current and verifiable . Travel to Zone One requires a valid Zone One pass . Travel to Zone Two requires . '' Theo joins a queue to exit the station . Up ahead , passengers swipe ID cards and push through turnstiles . Off to one side , police stand guard over detained TRAVELERS -LRB- early 30 's -RRB- , some sitting on their luggage . Tears roll down the face of one woman as she WHINES to the others in Dutch . Theo glances at the woman , then looks away . When he reaches the front of the line , he pulls out his ID card - fastened to a self - coiling chain - and swipes through the turnstile .

Theo spots an OLDER MAN across the way and walks toward him , waving . The older man 's eyes light up as he waves -JASPER PALMER , a teenager in the 60 's , has refused to let go of his youth . Thick glasses , wispy beard , long hair , he is probably the coolest 75 - year - old on the planet . The two old friends greet each other with a warm embrace .

They'll blame the usual bunch. Muslims, the Five Fishes, the IRA. but I'm sure the Warden is behind some of these bombings. It would n't be the first time.

I'm glad you do n't take cream or sugar, amigo. Losing you and Baby Diego on the same day would be too much to bear.

Fewgees - taking them to Bexhill. You see buses all the time now.

Poor devils. Things must be awfully grim in Europe to want to come here and be hunted down like foxes.

I was surprised you called. We were n't expecting to see you for a few weeks.

She's had better days, though. Back in her own world at the moment.

Last week I found her down by the creek. Mud all over her nightgown. Poor thing, shivering her death of cold.

When she's more her normal self, she cries, started talking about Quietus.

Thinks she's a burden. I tell her be patient, the curtain will lift.

Theo's here. Remember? Your Rebel with a Lost Cause? He came early this month.

She came out of it for a moment last week. Grabbed my hand and apologized to me for writing that article. She suffers unspeakable hell inside the Warden's prisons - a hell she ca n't leave behind, and she apologize to me.

Business has been slow. Daddy government hands out pills and anti - depressants as part of your ration.

and the Buddha is still illegal! Most of my weed now goes to Bexhill bloke buys it from me, smuggles it inside. Guess what he does? His real job?

Bravo! One of the many perks of having a refugee camp in the neighborhood.

. -RRB- So, the Human Project is having this big dinner. All the brightest minds -

Anyway, there's this big dinner. Scientists and sages, all gathered together. They're throwing around theories, asking the ultimate question : why have n't there been any babies born in 18 years?

The bioethicist blames genetic experiments. The environmentalist argues it's pollution and pesticides. Minister says God is pissed, right? Same old, same old.

Then they look at this Englishman who has n't said a word, just keeps tucking into his entree. So they ask him, `` What do you think? Why do n't people have babies anymore?'' The Englishman looks at them, he's chewing on a wing.

`` I have n't a clue,'' he says, `` but this stork is quite tasty, eh?''

No, I suppose not. We made a bollocks of the whole thing, did n't we? I would have hoped we might've held it together a little better.

A few really brilliant piles of rock. And some books. really awesome books. And some smashing symphonies.

They say it's a peaceful way to go. God knows she deserves some peace after what they did to her.

We just moved to Paris. We did n't have anything, a mattress, two cups. We were so broke. One day I finished early at the Sorbonne and I saw her from the window, coming home, carrying flowers. There was a curtain that was our closet, and I hid behind it. I was going to surprise her.

She came in, put flowers in a drinking glass, and she sat on the sofa just looking at them. Daffodils. She was twenty - seven. Her hair was dark brown. So much of it, it would fill your hands. She was so beautiful.

She was humming `` I Love Paris In the Springtime.'' Very softly. And she stayed there, just like that. Looking at the flowers. For a long time. And you know what she was doing? She was picking her nose.

She always did that when she thought no one was watching her. Did you ever notice?

Why do n't you have a drink while the rest of us sort this all out.

Kee, your baby is the miracle the whole world has been praying for! Hallelujah, hosanna, shanti, shanti, shanti!

By the way, I'll need four thousand quid from your little black bag.

He claimed to have fled America because of the Patriot Act witch hunts that were going on at the time. But it was obvious he came to Pembroke for Julian

He wrote this amazing paper. `` The ripple effect of class and racial prejudice on the low - income worker.'' He was gifted. But he chose to drown his talent in single malt Scotch.

Perhaps. She was a good excuse. But it would have happened anyway. Everyone gave up.

Not right away - in the beginning, most of us held on. Things changed slowly. Despair grew as the noise from the playgrounds faded.

Follow this path to the main road. Then make a right and follow the map I gave Miriam.

Wait for Syd on Watchbell Street - in Rye. He'll find you. Just give him the money and do as he says.

You'll need time. This way I can stall them. It's the best plan, amigo.

`` The only reason we breathe is to make a difference.'' Your words - not mine.

Abandoned fields , ruined farms and barns . A pair of headlights cut through the darkening sky , illuminating machinery rusting on the fallow land . The car is a Volvo sedan , circa 2009 , not mint but still reliable .

The Volvo sailing along the country road . A cyclone fence on one side cordons off a vast stretch of land - one of the Evacuated Zones . Behind the Volvo , a black bus escorted by Saracen tanks bears down on them .

Jasper slows , hugging the left side of the road to allow the tanks and bus to pass . Theo watches the bus overtake them .The overcrowded bus has steel mesh over the windows , the driver separated from his passengers by a metal cage . A glimpse of a few arms handcuffed to the overhead railing . Sad faces pressed to the steel mesh , looking out .Through the windshield , the bus speeds toward the horizon , passing a road sign : BEXHILL 22 miles . The Volvo slows down , turns off the road into a heavily wooded area .

Jasper and Theo get out , Jasper looking both ways to make sure the coast is clear . They walk toward some bushes . Jasper lifts one up - it 's not rooted .They remove the rest of the fake bushes - revealing a dirt road . Jasper gets back in behind the wheel and drives through . Theo replaces the fake bushes and gets in the car .

The car drives into the woods , up the small dirt trail .Through the windshield , in a clearing through the trees .a low - tech , jury - rigged eco - house , complete with primitive solar panels and a grass roof .CLOSE ON SANDRA She sits in a chair , staring ahead . The light is gone from her eyes , her face a blank mask .

Theo and Jasper are standing in front of her .Jasper kisses her . Sandra does not react .In her hand he carefully places the brightly colored scarf we saw earlier . No response from Sandra . She 's still staring at something O.S .Sandra just holds the scarf . Says nothing .A beat , then .Theo follows Sandra 's eyes . She 's staring at a wall of photographs . The photos evoke a warm and keen observation of life 's little moments , while also documenting Jasper 's and Sandra 's hippy past : Children with grinning painted faces at Woodstock ; Jasper carrying a peace banner at the Hyde Park anti - Iraq War rally in ' 03 ; a pair of young girls at a piano in the middle of a field . There are few shots of Sandra , and when there are , she always has a camera in hand . Among the photos , a long - haired , defiant - looking Theo , arm - in - arm with a striking YOUNG WOMAN with the same attitude .

It 's a makeshift affair . Grow lights coax marijuana plants into bloom . Electronic MUSIC with an infectious , driving beat plays softly on a vintage stereo . Nearby , a bank of video monitors display infrared images of Jasper 's property . Jasper is rolling a monster joint ; Theo sips from his flask .Jasper holds up the joint for emphasis .Jasper fires up the joint . Theo toasts Jasper with his flask . Theo drinks deeply .Jasper playfully hits Theo . LAUGHS .Jasper takes another hit .Jasper turns to the old hi - fi system behind him .He cranks the volume , music blasting from the speakers .

WIDE on Jasper 's home in the woods . Light spilling from the greenhouse . The MUSIC continuing over . SLOW FADE OUT . Now we become aware of another sound . The SOUND OF THE SURF . We slowly fade in on .

A beautiful sunlit beach . Waves crashing in the b.g. , palm trees , a gentle breeze . A female form approaches wearing a sarong . She 's carrying a tray with one perfectly designed tropical drink centered on it . The sun is behind her , partly silhouetting her . When sh - reaches us , she smiles , impossibly beautiful , youthful , the sun glistening behind her long hair . REVERSE : Theo lying on the sand , relaxing , looks up . He likes what he sees , smiles back . She begins to speak .Theo opens his eyes but .

BBC World Report. The time is now seven hundred Greenwich mean time.

now he 's on his bed , in his apartment . He blinks , looks over at the TV as the ANCHORWOMAN recites the morning news .CLICK . A light comes on , reflected in the screen of the TV .Theo gets up , shakes out the cobwebs . The news program cuts to a commercial . Soothing music , a smiling older couple . walking through a field of daises .IMAGES of elderly people greeted by smiling Quietus attendants dressed in white .CLICK . Theo shuts off the TV .

And in the United States, the siege of Philadelphia is in its two hundred and thirtieth day.

Quietus. It's your choice. It's your decision. It's your final destination.

Trained, compassionate professionals tend to your every need as you make the transition within luxurious and soothing surroundings. Quietus. You deserve it.

Dressed for work , Theo walks out of Starbucks with his coffee in hand . A bit of visual deja vu as he stops at a mailbox to pour some whisky from his flask into his cup . He takes a sip and heads down the street

Theo passes a row of apartment buildings . As we move with him , the multicolored facades behind him casually give way to a wall of riot shields . He seems oblivious as he app - roaches the intersection , where . Police Officers butted next to each other block off the cross street . Theo barely glances at the human barricade , when a Police Dog lunges at him , SNARLING . Theo jumps back , dropping his coffee , spilling it everywhere -He now notices the activity on the street beyond the barricade : Bewildered faces of frightened NORTH AFRICAN MEN and WOMEN , some with scarves around their heads , being lead out of their homes by uniformed officers . a school bus , painted over black , waiting for them in front of the building . Then , someone YELLING . Theo looks up to see objects , personal possessions being thrown out of an upper - floor window . A jewelry box smashes onto the street . A policeman trying to keep order .Theo moves on .

Theo at his desk , bored , killing time , staring impassively at the baby figurines and other trappings on Shirley 's monitor . Peter approaches , places a thick folder on Theo 's desk .Theo looks up at Peter . Then , without saying a word , he opens the folder , picks up a stamp and stamps the various forms , barely glancing at the pages . He then signs them , closes the folder and hands it back to Peter .A beat . Then Peter turns away . As Peter heads out into the hallway , TWO MEN pass him on their way in . One is a head taller and a foot wider than Theo , dressed in a baggy maroon jogging suit . The other is smaller , slickly dressed with gold inlays in his teeth . Theo quickly shrinks down in his chair and slips under his desk , huddling there , listening to the SOUND of approaching footsteps . The footsteps stop near his desk .The big man moves dangerously close to Theo 's desk .Shirley giggles .Theo listens to the SOUND of RETREATING FOOTSTEPS . After a moment , he crawls out from under his desk . He straightens his jacket and heads for the door .

Pardon me, darlin'. We've come to visit our good friend, Mr. Faron.

You might try the library on the third floor, though I've never seen him there.

Ya think we got nothin' better to do ` an chase after the likes of you, do ya?

I could be ` ome and warm watching a Franky Vaughan. And Andrew could be playing a bit a snooker. Instead, we're ` ere all evening waitin' and waitin' for you.

Now. ya know what I'm gon na say and I know what you're gon na say. So let's not bore each other to death.

Yes, it's that Allison Hammer. Her son's a mongoloid, you know, retarded. Their medical bills are through the bloomin' roof. He's forty years and acts just terrible. I was alone with ` im for ten minutes at a Christmas party and he showed me his member! You tell me what you hear and I'll split the reward.

Oh. Some gentleman was paging you. I connected him to your voice mail.

Quickly putting as much distance between the office and himself as he can . He rounds a corner , slows down , trying to catch his breath . Up ahead , a MOTHER -LRB- 30 's -RRB- is pushing a pram down the street . A YOUNG COUPLE approach , crouching to look at the infant and cooing `` Lovely , lovely baby . '' Suddenly , the YOUNG MAN grabs the infant and runs . The mother chases after him SCREAMING . and the man TOSSES the WAILING baby to his GIRLFRIEND . The mother lunges at the girlfriend , PLEADING , but she LAUGHS and tosses the flailing baby back to her boyfriend - playing a horrific version of keepaway . The frantic mother does her best to stop them when , abruptly , the man raises the baby over his head and SLAMS it head - first into the pavement . The baby shatters . porcelain and springs and computer chips flying . a tiny blue eye rolls to a stop . The mother crumbles to her knees , wailing as she gathers the pieces . Theo watches the pranksters dart off LAUGHING . He does n't notice TWO MEN coming up behind him , pulling on ski masks . Then , they 're on him -Theo does as ordered .Theo 's rapped on the back of the head with a gun .A van pulls up alongside them , the door sliding open . Theo is shoved inside . A motorcycle skids to a stop nearby . The gunman hops on the bike , and the motorcycle speeds off , racing against traffic along the one - way street . The van takes off in the opposite direction .

Theo stares at four masked faces . He 's frightened and confused . Clearly these are not the men who were after him earlier . A burlap sack is whipped over Theo 's head and we . BLACK . SILENCE . THEN . A VOICE ECHOING , as if in a vast space .From Theo 's POV . as the burlap sack comes off his head , the BLACK SCREEN becomes a blurry whitish image and .

You are under the jurisdiction of the 5 Fishes. Your basic human rights will be respected.

The 5 Fishes have eyes and ears everywhere. We keep the truth flowing.

a fuzzy , overexposed silhouette moving in front of a light , reaching around to remove his handcuffs . A second human shape moving closer , right up to his face and . slowly coming into focus : He 's looking at the face of an angel . JULIAN TAYLOR is about Theo 's age . Life on the run has taken its toll , but she still has the radiance of someone who believes in her cause . Julian is the woman in Sandra 's photographs . A scar runs down the side of her face . Theo blinks , everything corning into focus , a few shafts of daylight in the otherwise huge , darkened space . Silhouettes of his four abductors , still wearing their ski masks , standing in the shadows .Theo staring , clearly shocked to see her . SILENCE . SILENCE . SILENCE .She nods toward the cavernous warehouse floor . Theo seems tentative .She holds out her hand . Theo takes it - Luke steps forward and Julian waves him off with a subtle gesture . They walk off - the Fishes following at a discreet distance .Julian tries to light a cigarette . The lighter sparks , and sparks , but no flame . Theo does nothing to help her .Luke steps up , lights her cigarette , turns to Theo .Luke leans toward Theo , his eyes cool behind his mask .Theo turns to JulianJulian shoots Luke a look . A beat , and Luke retreats to the other Fishes .Julian looks at Theo a moment , then .Theo stops short . This seems to have an effect on him . She faces him squarely :There 's a look of disappointment in her face , a sadness in her voice .She turns and starts back to her comrades . Then -And she continues walking , leaving four masked men alone with Theo .

Sorry about the theatrics, but it was for your safety as much as ours.

You know that's the Warden's handiwork, not ours. We're his scapegoat.

I need transit papers. Not for me. A girl. She's illegal. She has to get to the coast, past the security checkpoints. Her life depends on it.

Ramona's. The Italian place in Camden. Six years ago. It was my thirty - seventh birthday. You had a little too much to drink and fell asleep in the booth. That was the last time I saw you.

Two or three lifetimes ago. We met in the states. We were n't much older than you. Theo was an activist then.

We were at Berkeley. Theo was pissed that all the money for health and education was going to defense contractors. So he had this idea : Let's go to Seattle and chain ourselves to the sculpture in front of Boeing's corporate headquarters. Naked.

We got shy, stopped at our underwear, thank God, and we chained ourselves to the sculpture, and we threw away the key. Total commitment. So we're waiting for the employees to arrive. Waiting for the TV cameras to show up. And it's cold. And nobody is coming. And it keeps. getting colder. So we start yelling : Hello? Help? I mean, where's a surveillance camera when you need one? Finally a patrol car drives up. The cops get out, they're staring at us. We're chained, we're shivering, we're in our underwear.

Cop says, `` What are you doing?'' And you say, `` Protesting.'' Cop says `` Come back tomorrow.'' And I said, `` Why?'' Cop says -

I told Julian that appealing to your conscience would be a waste of time. But you'll do what we want.

pin this card on the notice board at the entrance to the Camden tube. We'll do the rest.

We're going with you to Canterbury Road. It's before the first checkpoint.

Because we want to. We'll take the old road and you'll drop us where we say. After that, the two of you will be on your own.

This is Kee, this is Miriam. They'll need a place to wash up and rest. We need to convene.

This was broadcast an hour ago. It's only a matter of time before identifications are made. For the present, it's too dangerous to proceed with the original plan.

The Warden would never let the people know that an illegal became pregnant. He'd lock Kee up, take the child and parade an Englishwoman as the mother.

And a baby in the hands of the Warden would perpetuate the regime.

It's too late for that. Our faces are on TV, we'd never be able to reach the coast. It was agreed that getting Kee to Iceland was the best choice, but the reality has changed. We will have to adapt to it : The baby will have to be born here. After the birth, when the time is right, we will show the country we can do what the government can not -.

I loved Julian We'll follow the spirit of her thinking, but we must salvage what we can from an untenable situation.

We have all suffered under the tyrant's heel. Our brothers and sisters have been tortured, imprisoned, murdered, because their hearts burned with the flame of truth. It's this flame the Warden fears. It is this flame that spreads. We have been handed a torch in the form of a child. As the flame of truth obliterates darkness, so shall this new flame destroy the Warden and his regime!

What were you thinking? You realize you put the whole mission in jeopardy?

Oh no? Look around, Faron. It's happening! I did what Julian could n't. I called for The Uprising. And the people are responding.

Detain Theo and the others. When Kee and I are far enough away and they can no longer cause trouble - let them go.

Theo has been nothing but a thorn in my side, yet, I hold no malice toward him.

I was carrying her up the stairs and I started crying. The baby. A girl.

No, no, no. You do n't understand, Faron. This child must stay with us. She can unite us. She's our flag.

Theo riding with his four captors . The van jolts as it speeds along the dilapidated road . Luke stares at Theo .

Deserted , empty street . The van rounds a corner , pulls up in front of the bus stop . The sliding door opens . Luke addresses Theo :Luke hands Theo an index card .Theo looks down at the index card : Lost Dog , Black and White Shelty , answers to the name of Scottie , '' etcetera .He starts to get out . And Patric gives him a shove into the street . Luke tosses some coins at him .The door slams shut , and the van speeds away . Theo watches it disappear . WIDER : The empty street . Theo looks in both directions , bends down and picks up the coins .

Theo steps around a homeless woman sleeping on the stoop of his apartment building . He punches in a security code .

Dimly lit , paint peeling off the walls . Theo walks past the elevator , does n't even look at the faded sign that reads `` Out of Order '' and starts up a narrow staircase .

He stops outside his door , fumbling for his keys . He hears a creak and looks up - the BIG MAN in the jogging suit is charging him . Before Theo has time to react , the thug slugs him in the stomach , knocking him backwards . Theo falls on the steps , tumbling down . Theo comes to a stop on the next landing , and he 's hauled to his feet by the big thug who drags him back up the stairs to face his smaller partner .The Smaller Man grabs Theo 's hand , twists Theo 's fingers back . He SCREAMS in pain .A door opens - the Smaller Man stops , stares at a SKINNY MIDDLE - AGED MAN looking out . A long beat .The door quickly slams shut .And the Small Man jerks Theo 's ring finger back , SNAPS the bone . Theo SCREAMS in agony . The big man lets go of Theo , and Theo crumbles to the floor , cradling his hand . The small man puts his foot on the Theo 's hands . He presses down on Theo 's broken finger .A beat , and the Smaller Man releases Theo 's hand . The SOUND of FOOTSTEPS receding . Theo crawls painfully down the hallway to his door . He struggles to his knees , leaning against the - wall . He then reaches inside his jacket with his good hand and pulls out - his flask . He manages to unscrew the top and gulp the booze down his aching throat .

Theo walks down the hall with a bit of a limp . There 's a small Band - Aid above his eye and a splint on his finger . Theo enters , walks with purpose toward the wall of locked drawers , his key in hand . and stops . There are two WORKMEN in the back of the safe room . One is on a ladder , the other passing him some tools .Theo considers this , then turns back toward the exit .

Theo spots Peter and approaches him .TNT . MINISTRY OF ENERGY BUILDING - SECOND FLOOR - DAY Theo approaches his cubicle . He stands there , pondering his next move , and .He turns , faces Shirley .Theo has been looking at her with a blank expression .She starts back to her cubicle , then remembers somethingTheo remains frozen for a moment , before moving to his phone . He keys in his code , listens to the message .

Theo frantically pushes past pedestrians , limping as he runs through the park .

The famous concert hall is now a Quietus Auditorium - a large banner flaps in the wind , the word `` Quietus '' next to an enormous Union Jack . Theo rushes towards the building .

Rolling clouds across a glorious blue sky . You almost do n't notice the pixels . FACES lying on soft mats , staring at the clouds projected on the ceiling . Mostly older men and women , some middle - aged . Soothing music suffuses the ambiance , and a gentle female voice :It 's peaceful . It 's inviting . It 's Quietus . The participants on the floor are gently dying . FIND Sandra among the others . Her face is not the blank mask it was before . Her eyes are now moist with profound awareness . ON THE OTHER SIDE OF THE GLASS are the stands . A few dozen people on the bleacher seats . Some are there to observe loved ones make their final passage . Others are just looking for a warm place to sleep . In the b.g. , Theo rushes in and finds . Jasper pressed against the glass , watching the event unfold . Jasper turns as Theo approaches , gives a small shake of his head .Jasper looks at Theo 's bandaged hand .Theo dismisses the question with a shake of his head . Jasper looks back through the glass at Sandra .THEO SAYS NOTHING . THEY WATCH THROUGH THE WINDOW AS - BELOW - ON THE MAIN FLOOR An ATTENDANT approaches Sandra and offers her a cup . Sandra reaches for it , her hand shaking . The Attendant steadies her and Sandra drinks .IN THE STANDS Jasper and Theo , watching silently as Sandra 's grip slips from the cup . Her entire body relaxes as the attendant helps her lie back down .Behind them , past the glass , a disturbance : An OLD MAN is resisting , he knocks away the cup as it 's offered . The lights dim .The lights fade up on the main floor , everything returned to its state of peace . The old man lies completely still .Jasper looks down at Sandra .BELOW - ON THE MAIN FLOOR Sandra stares up at the clouds rolling across the ceiling .

Theo waiting on a plastic couch in the simple white room . People at the counter , picking up paper bags that resemble sacks of flour . Jasper returns from the counter , holding one of the paper sacks . Theo stands to meet him .

Outside , the street is quiet . Theo and Jasper walk . Jasper , stoic , holding the bag of Sandra 's ashes . Sudden -RCB- y - Jasper breaks down . Crying . All of his 75 years now revealed , all at once an old man .

A uniformed chauffeur pilots the Rolls . Theo in the back . His worn suit has been cleaned and pressed . On the London Mall , well - dressed citizens on their afternoon outing , some walking their dogs . Some dressed in chaps , riding horses . A woman walking , holding the hand of a young chimp in toddler 's clothing . The privileged minority . A restricted zone . SOUTHWARK BRIDGE CHECKPOINT - DAY The chauffeur stops at a security gate at the entrance to the Southwark bridge . He hands papers to a security officer . Guards check under the car with mirrors . Dogs sniff for bombs . They are waved through .

Coming over the bridge : an imposing brick structure , its square tower dominating the gloomy sky : the Battersea Power Station .

A team of SECURITY GUARDS watches Theo walk through a metal detector and look into a retinal scanner . Then one of the guards leads Theo through an enormous hall .And the Security Guard walks out , leaving him there , alone . Theo looks further down the hallway - he 's awed . In the middle of the marble hall , under the soft glow of a skylight dome , in its perfection : Michelangelo 's David . Theo is drawn to the sculpture - WOOF ! Two Irish Wolfhounds laying on the floor in front of the David . Theo does n't speak dog , but knows that means stop . Deep growls , the Wolfhounds standing up . From behind the David , a man dressed in T - shirt and jeans appears . COLIN PHILLIPS is Theo 's age , but looks younger .Colin approaches Theo . They embrace .

We could n't save `` La Pieta,'' it was already smashed by the time we go there. But this is pretty rummy, eh?

Hey, bro. I was surprised to hear from you. Told Mum you called - she sends her love.

the self - portraits. We have most of them. We lost the one at the Frick. That thing in New York was a real blow to Art.

Look at him. Old Dutch bastard. He's saying something. Can you tell what he's saying?

Exactly. This bloke did some of the wickedest masterpieces in history, and here he is, looking at you at the end of his days. Regretful, mischievous. `` Oh, well.''

Thank your mum. I could n't have done a thing if you did n't have a British passport.

Is n't your girlfriend aware Paris is n't what it used to be? Paris n'est plus la ville des amants.

Nonsense, bro. Mummy loved your mum. And times like these. Well. Vive le petit mort.

An endless corridor with masterpieces on both walls . Colin throws tennis ball , and the Wolfhounds chase after it , shrinking in the distance . Colin and Theo carry drinks . Rembrandt 's self - portraits age as they pass .He stops in front of Rembrandt 's final self - portrait .Theo looks at the portrait .The old Rembrandt looks down at them .

Planes drop bombs on civilians . Black and white cubist mayhem . Theo and Colin stand in front of Picasso 's Guernica . '' The Wolfhounds sit nearby .Colin raises an eyebrow .Colin chews on this .Colin embraces the power of helping the little guy .Colin opens a small silver case . He takes out a pill , offering it to Theo , who shakes his head , staring at him .Colin pops the pill , washing it down with wine .

ON TV : A PRETTY REPORTER outside the fence surrounding Bexhill , speaking to a COLONEL in camouflage fatigues .FROM 0 . S. , CHANTING PROTESTS , the BANGING of POTS and PANS . Some sort of demonstration past the prison gates .THEO sits alone at a table in a crowded pub , watching the TV . He glances at rowdy patrons arguing over a game of darts .Theo turns and sees Patric , Luke and another Fish standing behind him . They sit down . Patric rambles on .Theo looks from one Fish to the other .Patric does n't understand .Patric 's eyes flair .Luke stares at Theo , sees his bandaged finger .Theo rises to leave . Luke grabs his arm .Theo stares a beat .Luke stares at Theo , then gets up to leave . The other Fishes follow . Theo watches them walk off , then sits back down . He takes a swallow of his pint , turns his attention to the TV . ON TV : Footage from a surveillance camera . A man walking alone down a remote , poorly illuminated street . Emerging from the darkness . dozens of wilding Zeds .The Zeds swarm around the man , who disappears under their onslaught . A moment later , the Zeds withdraw into the night . One Zed left behind , holding a deep gash , staggering .The wounded Zed takes one step and falls to his knees beside the victim , who lies motionless on the sidewalk , half - naked , picked clean . OVER : The CHANT of English football .

but there are some who'll ask : is n't there a more humane way of dealing with refugees than to lock them in Bexhill and force them to fend for themselves.

We've been tolerant to the point of drawing criticism. Force is the only thing stopping Bexhill from becoming a breeding ground for terrorists.

The 5 Fishes have eyes and ears everywhere. The 5 Fishes keep the truth flowing.

a security camera capturing the horrific assault of a 43 - year - old man from Shoreditch by a gang of Zed hoodlums.

it's not clear if the Zed was stabbed by the victim or by one of his own gang.

What was I supposed to do? You saw how he was! Bloody piece of pulp. And all the fuckn' police coming. We had to hide in the woods for hours!

But he's my cousin! I do n't know what's wrong, I think he's all broken inside, I'm telling you, he needs a doctor.

KICK ! A cleated foot propels the ball into the air . Men fight their way to it . We 're well into a hard - fought English football match . Players smeared in sweat and mud . Theo watching the match . Drinking a beer - hair of the dog . An OLDER WOMAN , 60 's , stands in a front row , blocking his view - she casually moves her long gray hair from her neck revealing an image penned on her neck : five fish . She walks off . Theo gets up and follows her . On the walls , a billboard : `` REPORT ANY SUSPICIOUS ACTIVITY . ''

The older woman walks through a tunnel , exiting the stadium . Theo follows , losing her in the shadows for a moment as his eyes adjust to the darkness , then . suddenly Julian is beside him . The older woman heads in another direction .A pair of cops appear in he blinding light at the end of the tunnel . She holds out her hand .Theo hesitates .She leans into his shoulder , hiding the scar on her face from the two cops who pass in the opposite direction .

The crowd ROARS as one of the teams scores . Julian leads Theo to a bus stop . A double - decker starting to leave . She tugs Theo 's arm and they run , catching up to it , jumping on through the rear door .

Theo and Julian sit at the front of the bus , their backs - toward the overhead security camera . Theo is a bit out of breath . She looks over at him , playful , seductive .Her hand tightens around his , passion in her gesture impossible to tell if it 's real . or an act .

The double - decker chugs through the outskirts of London . Very few people . Shuttered stores . Abandoned flats .

The bus rolls away revealing Julian and Theo . They cross the street . She puts her arm around him . He looks at her , and for a second it seems he might kiss her . A FIAT MULTIPLA passenger wagon comes around the corner , stops in front of Julian and Theo . The back door opens .

Julian gets in the front . Theo climbs in the back , looks around . Luke at the wheel , two other women in the backseat .No response . Luke shifts into gear , drives off . Theo glances at the woman beside him . KEE -LRB- 19 -RRB- , brown skin , North African descent . The world was already falling apart by the time she was born . She 's a Zed .Theo locks eyes with the Zed .Julian looks around the car , past Luke to the third woman .MIRIAM -LCB- 40s , black , simply dressed . She looks at him , nods .Luke reaches down and tosses a black bag onto Theo 's lap . Theo look inside at stacks of notes .Luke glares at him through the rear - view mirror .He turns to look at Julian . The sunlight plays in her hair , her smile like the Mona Lisa . He looks past her , out the window , the bright sunlight bleeding in as we FADE TO WHITE . THE WHITE SLOWLY BECOMING OCEAN FOAM . The sound of . THE SURF . A glistening blue wave , rolling luxuriously toward the beach . The backlit woman in the sarong , her beautiful form moving closer . Theo in the sand , smiling , in heaven . as she approaches . Theo shades his eyes as she nears . and now we see . the woman is Julian Julian 's face is soft and beautiful , her hair is flowing in the breeze .She lowers her tray with the drink toward him , smiles and .

You know they chop the poor cow's tits? They do - zzzt. Gone. Only leave four. To fit the machine. Why not make machines to fit the cow? Wacko, eh?

Julian said anything goes spooky, I could talk to you. Said to trust you. Said you'd get me out of England.

I'm fuckin' cold and I'm fuckin' hungry and you two bitchin' ai n't getting us nowhere! We need to meet the boat, Miriam.

Fuck knows. Omar. Sammy. Phil. Do n't recall most of the wanker's names. Did some for quid, some for drugs. Some. Fuck knows, I was bored, horny. You know the cock'n bull.

When I started puking, thought I catch the pest. And I think - `` bitch, you are whoppingly fucked.'' But then my belly start gettin' big, and I think, `` this is no big fart stuck in my belly!'' No, this fuckin' spooky. Never seen a pregnant woman. Nobody ever told me these things. But I knew. Got a baby in me tummy. Cheedo, eh?

Felt like a freak. Embarrassed. Afraid. Did n't tell nobody. I thought about that Quietus thing. ` Sposed to be suave. Pretty music and all that.

Did n't know what to do. Talked to me best girl, she knew the Fishes. Told me they would help me. I met Julian. She was suave.

Theo asleep . A hand reaches over and nudges him awake .Theo looks over at Kee .No one responds .Kee turns from Theo to JulianMiriam LAUGHS , ca n't believe it . Theo ignores the slight .Julian and Theo looking at each other , reliving this moment .Miriam spots something out the window .Through the windshield , up ahead : a BURNING CAR rolling down a hill , toward the road they 're travelling on . Luke accelerates , the Multipla responds grudgingly .The Multipla gaining speed - The burning car careening down toward the road . It looks like they may beat it .But instead , Luke slams the brakes , screeching to a stop , just misses - ON THE ROAD - the burning car as it cuts them off and - SMASH ! - crashes into a parked , abandoned vehicle . Flames rise from the car , blocking off the narrow Road . INSIDE THE MULTIPLA Tense silence .Then : WAR CRIES . EMERGING FROM THE WOODS ZEDS . Faces painted , armed with stones , sticks and knives . The gang moves in a wave , like a tribe of hunters , running toward the car - INSIDE THE MULTIPLA CRACK ! The first stone hits the window .Instead , Luke throws the car into reverse , screeching the vehicle backwards . The Zeds race after the car . CRACK ! Sticks and fists pounding , bodies piling on . Luke keeps the pedal to metal , screeching away in reverse , the last Zeds dropping off , giving chase , but ca n't catch up . A lone MOTORCYCLE emerges from behind the burning car , two riders in masks weaving through the running Zeds . It speeds towards the Multipla , gaining on them . INSIDE THE MULTIPLA Luke ca n't go any faster in reverse , the motorcycle closes in , alongside them now . The Zed on back , eyes visible for an instant through his black mask . The motorcycle drops back , riding now in front of the car and . Theo sees the Zed on back of the motorcycle straighten aiming a high - powered RIFLE .BAM ! The bullet crashes through the windshield - Julian rocked by the impact , blood spraying . Everyone SCREAMING in terror and disbelief :Miriam covers Kee with her own body . Theo moves to Julian She 's been hit in the neck , bleeding badly . Her eyes are open , alive . Barely .ROAD The motorcycle accelerates again , moving back alongside them . INSIDE THE MULTIPLA Theo sees the motorcycle approach , the Zed on back , pointing the gun at him , about to shoot and . He throws open his door - ROAD WHACK ! Theo 's car door SLAMS into the motorcycle . The bike wobbles . The driver trying to keep balance , but . The motorcycle tilts and falls , throwing the gunman into the grass , the driver bouncing across the pavement , leaving a lot of skin behind . INSIDE THE MULTIPLA Luke slows the car just enough to turn , spinning a 180 , heading away from he ambush , finally driving forward .Theo holds her throat wound with both hands , trying to dam the blood with his fingers .Julian reaches toward her throat , grabbing one of Theo 's hands . She squeezes it . Holding his hand tightly . Miriam rubs her palms together , laying healing hands onto Julian 's head . Holding them there .Julian 's grip on Theo 's hand loosens . She is dead . Everyone is silent . Then In the distance , SIRENS .A police caravan , two squad cars and a van , coming from the opposite direction . Luke plays it cool , maintaining his speed , as the caravan heads right toward them . The caravan flies past , heading toward the scene of the ambush . There 's a moment of relief . Until - In Luke 's rearview mirror : one of the police cars splits from the caravan , turning around , coming back .Sirens screaming , the police car closing in . Luke is sweating . Neither slowing nor speeding up .The Police are right on their tail . They have no choice . Luke eases the car to a stop . ROAD The police car skids to stop behind the Multipla . Two POLICE OFFICERS instantly out of their car , guns drawn :IN THE MULTIPLA Luke watches the two police officers approach .Miriam opens her door , Theo opens his , starts to get out . ROAD Luke swings his door open and stands . One hand raised in the air .Luke pulls his other hand from the car - BAM ! Luke 's other hand is holding a gun , and he 's shot the First Cop through the heart . Before the Second Cop can react , Luke swivels BAM ! Luke gets off another shot . And the Second Cop crumples to the ground . but manages to fire a round - BAM ! Luke finishes him off . The echo of the gunfire dissipates . Theo standing there . Looking at the two cops bleeding on the ground . Silence .Theo does n't move . Still reeling . Luke levels the gun at Theo .Luke holding the gun on Theo . Theo glaring back at him . Miriam sees how close Luke is to pulling the trigger and .Theo gets in the car . Luke hands the gun to Miriam .

If what you have said is true, and Luke pulled off a coup d'etat, there would still be others who are loyal to -

We only have your word on that. But say it is true. then there was a coup d'etat -

The Human Project sent a boat from Iceland - we're supposed to meet it tomorrow in Dover.

Scientists from all over the world gathered in Reyjkavik to cure infertility. Kee could be their answer.

That's the Warden's propaganda! He wants you to believe that he's the only choice. That everywhere else has failed.

We were to board at Dover, but instead, Theo brought us here and -

Pain is pain. It would help if you try and relax. This will get your healing energy flowing.

If we fail to board at Dover, it will stop at the last two weather buoys along the route : tomorrow off the coast of Windsmore and -

I was 27, a midwife in the maternity department of the John Radcliffe. I was doing a stint in the antenatal clinic. Three of my patients miscarried in the same week. The mothers were in their fifth and sixth month. We were able to save two of the poor babies. The following week we had five more miscarriages. Then, the miscarriages began to occur earlier.

I remember booking a patient for her next appointment and noticing that the page seven months ahead was blank. Women usually booked after they'd missed a second period, some as soon as they missed one. But there it was - Not a single name.

I thought, what's happening to the women in this city? So I rang a friend who was working at Queen Charlotte's. She did n't have any new pregnancies either. She then telephoned her sister in Sydney. It was the same there.

I often wonder if I was one of the first to know. I was there at the end.

Luke has no way to contact the Human Project. Nor does anyone else.

Communication with the Human Project is done through mirrors. Julian was one of the mirrors.

Mirrors. Someone contacts one of our cells. That cell contacts another and so on. down the line until word reaches Julian and Luke.

Just breathe, sweetie. Breathe in. breathe out. Everything is perfect. Remember, the knowledge or all women who've ever given birth is with us.

Elle est bien! S'est necessaire que elle dorme. Laisse elle tranquille!

Luke driving off . All business , taking control .Miriam reaches forward , brushes her hand over Julian 's eyes , closing them . Theo looks at the blood on his hands .

Theo carries Julian 's body through the woods , Miriam following . He lays Julian down between two trees . Theo looks at Julian 's pale , bloody corpse . A sensation begins to form : anguish .Theo turns to Miriam . She has tears in her eyes .Kee is waiting down the hill , next to the Multipla .HONK ! HONK ! An old Vauxhaul sedan pulling up . Luke at the wheel . Miriam and Kee start toward the car . Theo lingers , alone , in private grief , looking at Julian 's body . Then he walks off , the satchel of money in his hand .

Cold rain beats steadily against the windshield . Theo sits in front , the wipers scraping shadows across his face . In the back , the shadows from the rain on the windows play on Miriam and Kee ' faces , blending with their tears . Luke puts on the turn signal . Getting off the main road .

Luke honks three times . Through the windshield . the headlights illuminate an old farmhouse . Two men walk out the door . One of them holding a rifle .

The Vauxhaul parks in front of the stone farmhouse . Luke turns the car off . The two men approach . TOM -LRB- 58 -RRB- , strong , dark features , a farmer with the wrinkles and weathered skin that comes from working the soil . IAN -LRB- 40 -RRB- , shorter , fine features , small - town bureaucrat , the pale skin of a man who shuffles paper under fluorescent light . Tom holds a rifle , an AK 49 , the next generation .Luke looks at the black satchel in Theo 's hand .Luke holds cut his hand . A beat . Theo gives him the satchel .

Hydrogen peroxide, bandages, clean towels, whatever you have, bring it to the barn. And for God's sake, hide that fucking motorcycle.

We've got an important meeting going on. Fishes from all over the place.

House is mine. and the cows. Consortium took the land They pay me shite.

The bathroom is small , dank , unkept . Theo stands in front of the mirror after his shower . He wipes the mist off the mirror and looks at himself . Reflected in the mirror , he sees something on the wall behind him . He turns . AN OLD PHOTO . A weathered portrait from thirty years back , taken in front of the same farmhouse : a man , a woman . and their five chldren . All five kids hanging on a tire hung from a large tree . Testament to a world now gone .

Theo walking out of the bathroom wearing a fresh shirt . Tom is seated in a chair , waiting , holding his rifle .Beyond , through the window , a car driving up . Ian greeting the TWO MEN who step out .Tom hands him a bottle of whiskey . Theo accepts it with the sad smile of someone aware he 's being bought .Theo heads for the door .Tom points to the coat rack . Theo crosses to it and glances through an open door into the next room : Luke is putting the black satchel in a closet .

The rain has stopped . Theo , wearing a long tweed coat , stands outside the farmhouse . He takes the first sip from the bottle . Tom catches up , rifle in hand .Theo offers him the bottle . Tom shakes his head .Theo takes another swallowTheo notices the old tree .A frayed rope dangles from a thick branch , moving with the breeze . A faint smile on Tom 's face , a memory .From a short distance , Miriam shouts to Theo :Theo gives a nod to Tom , then starts walking toward Miriam .

Theo steps through the wooden door . Miriam stops at the threshold .Miriam closes the door . The old stone barn houses forty cows and industrial milking equipment . Theo spots Kee standing among the cows in the back . He starts toward her and .He stops , a few yards from her now .Theo turns to leave .Kee begins to unbutton the front of her dress .Theo wants no part of this .Kee steps from behind the cow . Her arm covering her swollen breasts , her hand covering her panties . She 's staring straight into his eyes . Theo is paralyzed at the sight of her naked form . The curve of her hip . Her hair dangling over her shoulders . Her taut belly . A million possibilities flash through his mind , but there can only be one explanation : Kee is pregnant .And BAM ! - The barn door behind Theo slams open . Luke walks in . Ian and Miriam hurrying in after him .Kee immediately retreats behind the cow , covering herself up .Miriam steps forward .Luke looks at Miriam . Seems to consider this . Then :Luke turns an eaves .

ON TV : Grainy footage of the Multipla approaching from the opposite direction , the windshield blasted out . The image is blurry . Then a series of FREEZE FRAMES : Kee , Luke , Miriam , Julian , and Theo .Scrolling below the images : `` 20,000 pound reward for information leading to the arrest of each of these criminals . ''Luke shuts off the TV with the remote and turns to the - assembly of the Five Fishes - about fifteen men , a few women - gathered in the musty living room . Theo stands in back .Kee squeezes Miriam 's hand .Theo 's uninvited opinion draws glares from around the room .He turns to Miriam .He looks out at the others .SHOUTS of `` Yes ! '' ; `` He 's right ! ''More CHEERS from the crowd as they look to Luke , unified - the Fishes have found their new leader . Theo turns to Tom , standing beside him .

Any citizens with information regarding the identity of these killers should report to the Ministry of Security immediately.

Do not try and approach them directly : they are considered armed and extremely dangerous.

Yes - The Human Project! They're all waiting for her. The scientists.

His bones are sticking out, no skin, no way to hold the blood in.

Quiet . One light burns in the living room . Tom keeping guard at the door . The hum of a motorcycle in the distance , growing closer . Faintly , its HORN sounds three times .

Theo asleep , lying in a lower bunk . A CREAK . Past Theo 's face , a FOOT descends the bunked ladder . Theo 's eyes open : Fish 1 is covertly climbing down the ladder . He quietly joins Fish 2 who is freshly out of bed and is looking out the window . From outside , MUFFLED VOICES . The two Fish slip quickly out of the room . Theo gets up , moves to the window . Theo 's POV : Two Zeds on a motorcycle . the driver straddling the bike , the rider slumped over , clinging to him . Theo recognizes the driver : Patric . Cut , bloody , clothes torn , soaked to the bone . Patric is pleading with Luke and Ian .Fish 1 and 2 -LRB- from Theo 's room -RRB- join them . Ian motions toward the slumped figure .Luke , Ian and Patric head toward the house , disappearing from Theo 's view .

Theo 's bare feet coming down the stairs . He stops when he sees Luke and Ian step into the front hall .Tom disappears into the bathroom . Luke , Patric , and Ian head into the kitchen and close the door . Theo starts down the stairs , toward the back door as . Tom steps out of the bathroom with an armful of medicine and supplies . No place to hide . Theo backs against the wall , waiting for Tom to pass . Tom walks out the front door .

Theo steps out the back door . SQUISH ! Theo 's expression his socks are soaked in the cold mud . He sloshes quietly alongside the farmhouse , no coat , shivering in the cold . He reaches the kitchen window and sees : Luke pacing , Patric in a chair , Ian leaning on the table .Theo has seen enough . He moves away from the window , sloshing back along the side of the house .

Theo walks stealthily down the hallway . Stops at the door to a room . Checks to make sure it 's safe , then enters :

Miriam sits up in bed .Kee awakening -The two women exchange a look . But do n't move .Theo walks back out the door . The two women , looking at each other , unsure .

Theo dons the tweed overcoat , looks out the side door : There 's a row of six cars parked in front of him . Two Fishes standing nearby . Activity in the barn . Theo steps out the door . SQUISH ! Theo 's expression - he forgot to get his shoes . He continues , moving quietly to the car in front of him . He opens the door . INSIDE THE FIRST CAR Through the windshield , Theo sees the Fishes up ahead . He reaches down to the hood release - POOK ! The hood pops open . The Fishes do n't hear it . OUTSIDE THE FIRST CAR Theo squatting , sneaking around to the front of the vehicle . Lifting the hood quietly . Reaching in . YANKING OUT the distributor cap . He gently lets the hood down . INSIDE THE SECOND CAR Theo repeating the operation . Reaching for the hood latch , when : Fish 2 returns from the barn , on a beeline for the car . His hands and coat stained with blood . Theo hunches on the car floor .Fish 2 reaches in the car , just above Theo 's head , feeling for : a pack of cigarettes on the dash .Fish 2 snags the cigarettes , walks off . Theo watches them recede , then tugs the hood release . FOOK ! OUTSIDE THE SIXTH CAR Theo has the hood up on the last car , he slips the distributor cap in his coat pocket , eases the hood down , glances over at . THE FARMHOUSE - NIGHT Two Fish are turned away , standing near the front door , trying to stay alert , trying to stay warm . THEO backs away from the car and . A HAND reaches for his shoulder . He jumps - spins o see Miriam and Kee . His reflex causing Miriam to GASP and . THE FARMHOUSE - NIGHT One of the two Fish standing guard turns toward them . THEO gestures down ! And Miriam and Kee duck below the fender . Theo 's pissed off .O.S. , the sound of FOOTSTEPS approaching . The FOOTSTEPS stop . A beat . Then the FOOTSTEPS recede . Theo inches back up , looking over the fender to see .

NIGHT The two Fishes are near the front door again , turned away .And Theo leads Kee and Miriam to the Vauxhaul , the first car parked in the row . Quietly opens the back door for Kee . She slips in , while Miriam moves to the front passenger seat . They silently shut the doors without letting them latch . INSIDE THE VAUXHAULTheo turns to her and .Theo opens the door to leave .And he 's gone .

Theo grabs a butcher knife off the kitchen table , he moves quickly and silently down the hall to Luke 's room . Opens the bedroom door and moves toward the closet . WITH THEO CLOSE as the butcher knife slides between the door and door frame . The lock snaps and the closet door opens , revealing . THE SATCHEL OF MONEY . INSIDE THE VAUXHAUL The driver 's door opens , Theo gets in and tosses the satchel down at Miriam 's feet .He gives her a look and turns the key in the ignition and HARUMPH ! After the first spark , the engine dies . Through the windshield : Two nearby Fishes REACT to the sputter .Miriam stares at him , angry and scared . Theo tries again HARUMPH ! Nothing .Through the windshield : the Fishes start walking to the car .Theo releases the brake and pushes in the clutch . The car starts rolling slowly down the steep , muddy road . In the direction of the approaching Fishes .Miriam and Kee and Theo pull their doors shut . Miriam hits a switch - FWICK ! The car doors lock .TOP OF DRIVEWAY The Vauxhaul picking up a little speed , bouncing down the steep , rutted road , heading right at the Fishes .Theo checks the speedometer : 5 mph . MIDDLE OF DRIVEWAY Fish 5 stands in the muddy track holding up his gun , pointing it at the oncoming car .The car still coming . Fish 5 about to shoot . HOUSE Luke steps out of the doorMIDDLE OF DRIVEWAY Fish 5 looks confused , lowers his gun , the car still rolling toward them . He and Fish 6 try stopping the car with their hands , but the weight and momentum of the car is too much for them . They 're forced to step aside . More Fishes come running from the barn . Patric tearing out of the house .MIDDLE OF DRIVEWAY Fish 5 and 6 chase down the slow - moving car , grabbing the doors , but they 're locked . Fish 5 sticks his hand through the half - open window , trying to pull the car to a stop . INSIDE VAUXHAUL Kee punches the intruding hand , trying to break its grip , but Fish 5 hangs on . TOP OF DRIVEWAY More Fishes join the chase . So does Patric , running down the muddy road after the car . Two other Fish head for the row of parked cars . INSIDE VAUXHAUL Kee bites the intruding hand . Fish 5 yelps , releasing his grip , and the car gains momentum . Fish 6 slips down in the mud . TOP OF DRIVEWAY Fish 2 hops out of the second car .INSIDE VAUXHAUL Theo turns : they now have some distance from their pursuers . He checks the speedometer - 10 mph .Theo shifts into second gear , releases the clutch : Ha - RUMPH ! The car shudders , but does n't start . He tries it again - HA - RUMPH ! No success . And the car slows , nearly stops . Kee looks out the back window : the Fishes are gaining .Theo puts in the clutch and the car starts rolling again .The Fishes getting closer . Patric is racing full tilt , running faster than the rest . TOP OF DRIVEWAY At the row of cars , two Fishes push the second car , getting it rolling . As it picks up speed , the Fishes jump in , the momentum carrying them downhill . INSIDE VAUXHAUL They approach the end of the muddy track , one big ditch , right before it intersects the paved road . Speedometer : 9 mph . Theo shifts into second gear , about to release the clutch , when he turns to see : Patric has caught up , running even with the back bumper , gaining . MIDDLE OF DRIVEWAY The second car coming downhill picks up speed . INSIDE VAUXHAUL Theo ca n't afford to slow down , lets the car keep rolling . Patric catching up , keeping pace , focusing on Theo , raising a pistol .Theo in disbelief , Patric running alongside , about to shoot him at close range , when Kee kicks open her door and - FWAK ! Kee 's door hits Patric 's back , tripping him up , sending him tumbling , bouncing hard across the mud and rocks . The car headed right for the ditch -BOTTOM OF DRIVEWAY The car crashes into the ditch , throwing up mud . The momentum carries the car through the ditch , flying up onto the paved road , where it bounces to a complete stop . INSIDE VAUXHAUL Theo looks back to see . BOTTOM OF DRIVEWAY The Fishes still running down toward them . The second car is coming fast , right behind the pursuing Fishes . PAVED ROAD Theo jumps out of the Vauxhaul .Miriam slides over to the driver 's seat .Theo runs to the back of his car . He 's wearing only socks . He starts pushing . As the car starts picking up a little speed - HA - RUMPH ! Miriam releases the clutch . Stopping the car .Theo looks back : BOTTOM OF DRIVEWAY The Fishes part like the Red Sea , making way for the fast approaching second car . Fish 2 does n't get the message , still in front of the car .Too late . The second car runs down Fish 2 , just as it SMASHES into the ditch , the momentum carrying it to : PAVED ROAD The second car bounces to a stop . Not thirty yards from Theo . DOWN THE PAVED ROAD Theo is pushing for all he 's worth . His socks are bloody . Gritting as he strains his broken finger . The Vauxhaul picking up speed . He turns to see : The Fishes have jumped out of the second car , running toward them , catching up .The car shudders , the reluctant engine hesitating a moment , before - VA - ROOM ! The engine finally roars to life . The Vauxhaul now pulling away from Theo . He turns : the Fishes are gaining . Miriam stops the Vauxhaul , ten yards ahead , Theo gasping , - trying to make it . One of the Fishes pulls out a gun , aiming . Kee looking out the back window .Behind them , more fishes have reached the paved road , joining the chase . Theo reaches the car , the door swings open for him . INSIDE VAUXHAUL Theo jumps in .Miriam shifts it into gear , the car lurching forward . Through the back window we see the Fishes receding .Theo about to vomit , out of shape , out of breath - on the verge of complete collapse .Miriam floors it , then glances back at Kee . Kee looks pale , still worked up from the escape .Theo finally catching his breath . adrenaline dissipating .Theo looks down at the satchel of money , then leans back in his seat . HOLD on Theo . as the car travels ON and ON . HOLD , HOLD , HOLD . then a flicker in his eye and .Miriam turns , confused .Miriam slows , pulling off onto the shoulder and .

Theo reaches over and snaps off the headlights .And then we hear it . the ROAR of a MOTORCYCLE ENGINE growing closer . they watch through the windshield , as the motorcycle speeds down the road in the direction they were heading . A glimpse of two riders on the bike , Patric and another Fish . Miriam looks at Theo .Theo takes out his flask , takes a long pull .They both turn around , looking at Kee .And that stops Theo . Then , from the road , the SOUND of a motorcycle . They watch as the motorcycle speeds toward them . and continues on , back toward the farm .Theo gets out of the car , walks around to the driver 's side , opens the door andA beat . Then Miriam slides over . Theo starts the car , pulls out of the trees .

The Vauxhaul sails down a country road . We hear Miriam 's Voice : `` Om Bhavan Namah . Om Bhavan Namah . '' Then Kee 's voice joins in : `` Om Bhavan Narnah . '' THROUGH THE DRIVER SIDE WINDOW - MOVING Theo at the wheel , rolling his eyes in disbelief as the women continue chanting .

The Vauxhaul pulls up and stops , Theo gets out , walks to he middle of the road , making sure no one is coming . Then he hurries to Jasper 's fake hedge , lifting the bushes .

The Vauxhaul stops in front of Jasper 's home . Theo climbs out , goes to the front door and knocks .Theo opens the door -

- steps inside .The house is a mess . Glasses and dirty plates , books left strewn around . He walks into : JASPER 'S STUDIO From behind : Jasper on the sofa , his hand dangling lifelessly off the armrest . a bottle of pills spilled on the floor . On Theo 's face , as he hesitantly approaches Jasper , walking around the couch . Jasper lays in peaceful repose , his long hair partially obscuring his face . A picture of Sandra in his hand .Theo leans in closer . Pushes the hair out of Jasper 's face , and .Theo jumps back and -The two men share a look - they 've nearly scared each other to death . A hint of Jasper 's old mischief flashes in his eyes .But it fades away , and Jasper breaks down , sobbing . Theo leans down and hugs his old friend .Kee and Miriam walk into the room .Jasper turns , looking at Miriam and then at Kee - disbelief , recognition . awe .

Jasper is at the stove , frying eggs . Energized .Jasper delivers Kee a plate of eggs . Past her , Theo is soaking his bruised and cut feet in a big pot .Miriam looks over at Theo , who is gingerly , painfully , adjusting his soaking feet . She offers the olive branch :She approaches him and begins massaging his shoulders .Theo 's expression : His energy is not flowing .All too willing to play the part of the drunk .Theo lifts his feet from the water , dripping as he hobbles on his tender feet toward the liquor cabinet . Jasper unfolds a map on the table .Theo unscrews the top to the gin . Pours himself a hearty shot .They all turn to Jasper . He 's so thrilled by whatever he 's thinking that he ca n't keep still . He grabs his coat , turns back to Kee .The old man starts for the door .They all watch as Jasper goes out the door . Theo downs his gin , looks up to see the women staring at him .

A battered foot inches into one of Jasper 's loafers . Theo , sitting on the bed , grimaces trying to squeeze his feet in the shoes which are two sizes too small .He gives up , rummages through the closet and comes up with a pair of flip - flops . He slips his feet into them . The flipflops are also two sizes too small , but they 'll have to do . He walks gingerly out of the room , his flip - flops slapping against the floor .

Theo reaches for the bottle of gin , pours another drink . He glances out the window : Miriam is outside , doing Thai - Chi exercises .Theo turns . Kee is stretched out on the couch , her belly is exposed and propped on a pillow . A fire blazing behind her .Theo grumbles , starts to take a swallow of gin but .Theo lowers the drink . Outside , Miriam is standing on one foot , suspending her other leg in the air , trying to keep her balance .Theo turns . Kee 's beautiful belly in the soft light of the fire . He 's about to sip from his glass , but stops .A beat . Silence .Theo smiles .Theo clears his throat , has got the general idea , still holding his glass , not drinking .She breaks into a big smile , her mood now bright . Through the window , Theo sees Jasper 's car pulling up .Outside , Jasper is excited , says something to Miriam who follows him toward the porch .The door flies open and Jasper hurries into the room . He grabs Theo and kisses him on both cheeks .Theo GROANS .Theo just stares at him . Then .Jasper takes this in , nods soberly .He hobbles out of the room .

The woods past Jasper 's home becoming dark , shadowy shapes as the last rays of daylight fade . Smoke wafts from Jasper 's stone chimney . THROUGH THE WINDOW : Miriam sitting on the couch by the fire . Kee by the kitchen where Jasper is making tea . THROUGH A SECOND WINDOW : Theo alone in the hallway .

examining the tweed overcoat he took from the farm . It does n't have a lining . He tosses it on a chair and rifles through the other coats in Jasper 's closet . He pulls out a navy pea coat , checks the lining and measures it for size . Past him , in the living room , Miriam has joined Kee who is inspecting Jasper 's wall of photographs . Jasper walks up to - them with the tea .The three of them looking at the wall of photographs .Jasper 's eyes fall on the photo of Theo and JulianTheo calls out from across the hallway .Theo crosses to the table in the corner of the living room and begins to rip out the seam of the coat lining .Miriam and Kee look at a photo of Theo in his robe on the Pembroke campus .Miriam glances at Theo , who is absorbed with his work on the pea coat , ripping open the lining .He looks at Sandra 's photo of a pair of young girls gathering shells on the beach .Theo is busy stuffing his money under the pea coat 's lining .

A glistening blue wave , rolling luxuriously toward the beach . The wave slowly ebbs . and we become aware of a figure lying in the sand . perhaps asleep . Empty liquor bottles poke up from the sand . Another frothy wave rolls in , just reaching the still , prone figure , his back to us . Past him , a woman is hurrying out of the surf , her shorts and top soaked . She 's smiling , lifts a beach ball from the sand And we can make out , now , that it 's Sandra .And she tosses the beach ball playfully at the prone figure . Then , oddly she starts singing .The figure slowly turns over , and we see that it is Theo . He looks hung over , confused . He squints up at Sandra , into the blinding daylight .

London calling to the faraway towns / Now that war is declared - and battle come down / London calling to the underworld / Come out of the cupboard, all you boys and girls -

Theo opens his eyes . Jasper is shaking him awake . The driving beat of the Clash 's `` London Calling '' louder now .Theo looks around , getting his bearings . The MUSIC is some sort of alarm .

Dark . The door flies open and Jasper and Theo rush in . Miriam a few feet behind them . Theo and Jasper stare at a bank of video monitors .ON THE SCREEN , the vague infrared image of a car pulling up to the perimeter of Jasper 's property . Then , a second car . Both cars rolling slowly forward with their headlights off . The first car stops . The passenger door opens , and a man gets out and stares at the fake bushes that obscure the road to Jasper 's home . The man gazes upward . it 's Luke .Jasper turns to a second monitor : More Fishes piling out of the two cars . Patric and Ian join Luke and have a discussion . Luke gestures toward Jasper 's fake bushes .

Jasper is behind the wheel of the Vauxhaul . Theo , at the back of the car , pushing it down the drive . The Vauxhaul gains momentum and Jasper pops the clutch . The car shutters , then - VA - ROOM ! Theo breathes a little easier . Miriam and Kee hurry out the door of the house . Theo swings Open the passenger door for them . Jasper gets out of the car and .Jasper removes a fake hedge from the back of his yard . Behind the hedge : a path through the woods . Theo slides behind the wheel , pulls onto the path . From the other direction , the SOUND of cars approaching .Jasper rushes to the passenger 's side door . He passes Theo his backpack through the open window .Jasper shakes his head no .Jasper 's tone is matter - of - fact .Theo leaps out of the car , hustles up to Jasper .Theo tries to grab him but the old man ducks away .The RUMBLE OF the Fishes ' cars growing closer .Miriam pokes her head out the window .Again Theo lunges and again Jasper dodges , but now Theo gets him by the arm .Theo is lost . He loosens his grip . Jasper backs away . He replaces the fake hedge behind the Vauxhaul , blocking the view of the car and the trail . WITH THEO Grim expression on his face as he gets into the Vauxhaul . Pulls out onto the trail .

The Vauxhaul climbs the slope , following the trail , and is soon obscured by the trees . JASPER 'S HOUSE - DAY Jasper enters the living room . He flicks on the stereo , cranks the volume , BLASTING `` Ruby Tuesday . He sits down in his chair facing his wall of photos , his eyes on one of Sandra . Through the windows - the dark shape of the Fishes ' car .

Theo at the wheel . Miriam and Kee in back . Theo 's face is set as the car winds up a steep path through the woods , emerging out on the .

hilltop . Theo stops at the top of the hill . He gets out of the car , hurries to the edge of the ridge . In the distance he can see Jasper 's home . A couple of Fishes stand outside the door . Jasper between them , seems to be calmly deflecting their questions . From here , they look slightly larger than black dots . Then , Patric hurries out the door , holding the tweed overcoat Theo took from the farmhouse . He shoves Jasper now , shouting questions . The Fishes circling Jasper ; someone pushes him roughly to the ground . One of the Fishes pulls a revolver , and we hear the flat POP of a gunshot . They shoot Jasper in the foot . He crumbles in pain . They continue to question him . Unhappy with Jasper 's answers , they shoot him again , in the hand this time . Theo watches helplessly , the ordeal tearing his heart out . Patric lifts Jasper from the ground and the old man appears to break , yelling out and pointing down the road . The Fishes seem satisfied . Luke moves in , takes the pistol from one of the others and aims it at Jasper 's heart . POP . and it 's over . Theo stares .

Theo slides in , looks at Miriam and Kee .Theo does n't respond .A long beat , then Theo releases the brake .Theo answers with a look . Not another word . Theo puts it in gear , floors the accelerator . The Vauxhaul bounces through the woods , out onto . AN ABANDONED COUNTRY ROAD . and speeds down the wide , deserted road , toward Rye .

Theo staring silently and darkly out the windshield . Miriam and Kee consumed by grief . Shadows from the muddy windshield pass over their faces like tears .

The Vauxhaul putters down the empty streets of the - ghost town suburb . Turns left , down a narrow street . THE SUN A bright orb high in the sky . Cicadas DRONING . THROUGH THE WINDSHIELD Part of a windshield wiper . past it , the sky . A bee buzzes , banging against the glass . THEO in the driver 's seat , waking up . He 's alone in the car . He watches the bee beating its head against the windshield , trying to get out .

WIDE as the car door opens and Theo gets out , looks around at a vast , empty suburb . Handsome homes with overgrown yards stretch out as far as the eye can see . Theo stares out at the empty streets , empty yards . It 's eerily quiet . Miriam and Kee are nowhere to be seen . Christmas decorations adorn the overgrown lawn of the nearest house : gnomes and giant mushrooms and lawn elves . The front door is missing . Inside , a flash of movement .

Theo steps up on the porch of the door - less , two - story home and peers inside .

Dust particles in the sunlight . The house looks untouched . large rooms full of dusty furniture . Paintings on the walls . Apparently once the home of the well - to - do . Theo walks inside . spots Miriam in the kitchen , snooping around . He watches as she PINGS various pots and pans that are hanging from a rack . She turns on the faucets , nothing comes out . Theo looks around the empty living room in silence .

Theo steps out on the porch . He sees Kee by the side of the house , walking across an overgrown lawn toward a wooden fence . She seem drawn to something . a child 's swing . Kee slips though a hole in the fence and walks over to it and sits . FOOTSTEPS APPROACHING . it 's Miriam . She joins Theo .Theo is still looking at Kee in the swing . Miriam follows his gaze . both of them looking at Kee : a picture of innocence .Kee gets out of the swing , walk behind a tree . Theo averts his eyes as she squats to pee .Kee is approaching them now . Miriam looks back at the child 's swing , still swaying slightly .Behind them , moving down the street on a distant slope , unnoticed , some sort of vehicle approaches .Theo notices the vehicle now - a Humvee - intermittently visible past the homes . Miriam turns , Kee looks up . They all watch as the Humvee moves ominously closer .And he leads them out onto the street , into the open .Miriam raising her hand to wave . Apparently the driver sees them - because the vehicle speeds up . They watch in silence as the Humvee races down the street toward them . The Humvee is almost on them when . TAT ! TAT ! TAT ! TAT ! TAT ! - as the remote machine gun on the cab swivels - Bullets sail over their heads .Theo grabs Kee 's hand , pulls her toward the house and .And TAT ! TAT ! TAT ! Shingles fly from the roof of the home behind them .Theo , Kee and Miriam freeze . They turn toward the Humvee . but ca n't see through the tinted windows .A beat , then .Theo holds up Jasper 's backpack . The tinted driver 's window lowers .Theo tosses the backpack through the open window . The window rolls back up . Theo , Miriam and Kee , exchange looks . The window rolls down . A BORDER COP leans out , smiles .

Syd is behind the wheel , smoking a cigarette . Mid - 50 's , stout , lifelong cop . He loves his mother but would sell her for the right price .Theo , Kee and Miriam sit in back , behind a metal mesh divider .Kee MOANS with sudden pain . She shoots a look of alarm at Miriam .Miriam takes Kee 's hand , reassuring .The Humvee rolls alongside a cyclone fence topped with a swirl of razor wire .Theo and the others look past the fence : two miles away , the sad town of Bexhill . Beyond that , the sea .Through the windshield , up ahead , a gate in the outer fence . A pair of Immigration Control buses waits next to a small outcrop of buildings . Syd glances back at his passengers .Syd pulls to an abrupt stop outside the gate .

Wiggy old bastard. So proud of his weed. Always asking more than it was worth.

Could get the same shit - way cheaper - from the Zeds, but Syd likes buying from him. Straight chap, a true gentleman. God bless him.

She's not going to puke, is she? Ca n't wash out puke. Smell never goes away.

Usually it's people trying to get out of Bexhill, not in. Syd does n't know why you want to get in, Syd does n't wan na know, Syd does n't care.

When they release you, stroll out with the rest of the detainees. You'll see a statue of a soldier. There you'll meet Marichka. She's an Arab, gypsy or something, always has an annoying piece'a shite little dog with her. She'll arrange fine accommodations for the night.

You're fewgees now. So show Syd a big sad face, come on, let's see them.

C'mon, sad fewgee face. And do n't speak English. No such thing as an English fewgee.

It's the Queen of England, can you spare a cup of tea? It's Syd, you fool. Open the door.

A few hours ago part of the fence got blown up, and a group of fewgees escaped. The army came in, they're trying to control the situation. But Syd happens to know that hole in the fence is not about the fewgees getting out, it's how the Fishes get in.

Syd does n't know what they want, but the Fishes have guns and the fewgees are armed to the teeth - It's gon na be a fucking mess and this time the army will bomb the shit out of this place. Syd's got ta get you out of here.

Last night, Syd gets home. Mommy's sleeping in front of the telly. She always does that, my sweet soul. Syd kisses her good - night. She has cancer, my mommy. Syd's about to turn off the telly - and there's your mugs. On the news. Couple of nasty pricks gunning down these cops - bam! bam! - you fuckers! Big reward. Then Syd finds out the Fishes are looking for you too. So Syd thinks, the cops are looking for them, the Fishes are looking for them, these blokes are bang - up commodities. And a baby? That's capital!

Syd gets out of the Humvee , addresses the DOZEN SOLDIERS who are waiting near the buses , finishing their smokes .

Theo looks at Kee with concern . Kee suddenly doubles over , reacting to a sharp pain .Syd YANKS the doors open .

Theo slides out of the Humvee , helping Kee down , Miriam following . Walking to the `` IMMIGRATION CONTROL '' bus - an old school bus , painted over black , bars on the windows .

The steel cage door opens and the trio climbs on board . They make their way down the aisle , looking for a seat . Forlorn , malnourished , desperate , trapped faces of captured refugees stare back at them . The bus lurches forward . Kee MOANS as she 's rocked by the sudden jolt . Miriam steadies her , finds her an empty seat .She helps Kee into a seat and sits next to her . Theo sits across the aisle . Theo feels a tug on his shirt . He turns : it 's a withered old COUPLE , filthy , pitiful , hungry . The Old Woman puts her fingers to her mouth , pleading for food , utters a few words in German . Theo turns away , staring out the window .

Theo looking out at the ghetto - city . He turns to Miriam .This seems to satisfy him for a moment . then .Theo lets this all sink in .Kee reacts to a shooting pain .But Miriam is focused on Kee , who doubles over as her contraction peaks .Other refugees turn . Theo realizes Kee is drawing attention .Theo looks outside : the bus stops at a CHECKPOINT illuminated with spotlights . One bus already ahead of them .Water drips down her leg , forming a tint puddle on the floor .Kee reacts to the beginning of a new contraction .

Theo 's bus is stopped behind another bus . The checkpoint is wired off with steel fence , trimmed with razor wire . From the bus in front , Police violently yank off three black refugees , vicious dogs barking at them .

Kee breathing through a contraction .Theo looks out the window and sees Police forcing the black refugees to their knees . Dogs barking . Refugees pleading . One of the Police hits a refugee with a rifle butt - the man collapses . Another Police Officer kicks the fallen victim . INSIDE The overhead lights flick ON , shine harshly on the passengers . Kee is still breathing through her contraction . Two POLICE OFFICERS enter the bus , one holding a guard dog on a leash . They walk slowly down the aisle , checking the faces of refugees . A couple of refugees react to Kee 's labored breathing , looking back at her . Theo and Miriam turn to Kee , concerned .The 1ST POLICE OFFICER glares at a REFUGEE , who averts his eyes .The 1st Police Officer pulls the refugee up by his hair .The 1st Police Officer keeps walking . The 2ND POLICE OFFICER drags the Refugee to the front of the bus , pushing him out the door . Now , the guard dog starts BARKING . Theo , Miriam and Kee tense , as the dog pulls the 1st Police Officer forward . The dog stops in front of Kee , BARKING at her , smelling something it has never smelled before . The 1st Police Officer scrutinizes Kee : she is breathing hard , Clutching the seat in front of her , looking at the floor , in the middle of a contraction .Miriam frozen with fear . The dog barking . The Officer hands the dog 's leash to his partner and steps closer .The Police Officer grabs Kee 's hair , twisting her face toward him . Kee 's eyes wide , wet , terrified . Miriam springs up .The Police Officer lets go of Kee . Theo watches but there 's nothing he can do as the cop turns his attention to Miriam .Miriam holds her ground .The cop stares at her a moment .The 2nd Officer approaches . The 1st cop tuns back to Kee .Theo 's mind is racing as the cop reaches for Kee and .The Police Officer turns to Theo .Theo points to the floor . The Police Officer sees the puddle . Does n't want to get his shoes dirty . Steps back away from Kee .The Police Officer recoils .A beat and the cop turns away disgusted , starts off , then turns to his partner , seems to have just remembered Miriam and .And the second cop grabs Miriam by the hair -Miriam , shoots a parting look at Kee as she takes the bullet , does n't resist as the cop drags her out the door of the bus . Theo and Kee watch in shock . The doors close , the bus jerks forward . Theo looks out the back window and sees Miriam , standing with the rest of the detained refugees . In the b.g. , a second bus waits .The image of Miriam receding as the bus pulls away .

The bus pulls up Too the BEXHILL FENCE - the high steel fence that walls off the prison city . Hopeless faces peer out through the gaps . The bus doors open . Refugees pile out , guard dogs nipping at their heels . Theo helps Kee down . Chaos . Guards wield nightsticks , herding the group through the final gate into .

Bexhill . Theo and Kee look around , disoriented , lost . surrounded by a teeming mass of humanity . Hustlers and touts rush the fresh arrivals SHOUTING at them in a myriad of languages , aggressively looking for easy scores . A TOUT wearing glasses with a cracked lens moves in front of Kee .Kee and Theo ignore him , pushing past . but he 's suddenly in her face again .Theo leads Kee through the cacophony of strange sounds , smells . Kee suddenly stops , doubles over - a new contraction . The flow of refugees keeps pushing behind them , Kee trying to mask her pain , but .Theo holding Kee for support .Theo looks out at the crowd . A roiling sea of humanity . For a moment , Theo looks lost .He rip . into the crowd , moving past improvised tent - like structures . He spots a statue of a soldier , nearly hidden by a pile of debris . Theo circles the statue , a WWI soldier holding a bayonet rifle , charging . The plaque reads : `` The Lost Generation . '' YAP ! YAP ! A tiny runt dog nips at his heels , scaring the hell out of him .Theo turns to see a WOMAN : olive skin , 40 , the exhausted eyes of someone who accepts life 's hardship as fate . She 's learned when to duck .

The rickshaw crosses through the dark streets . Theo and Kee in the back . MARICHKA in front , wrapped in an old wool coat . The dog on the handlebars , enjoying the breeze . Kee looks out at Bexhill . Remnants of the happy times : a sign for a fun house , what 's left of the facade of the Bexhill Aquarium . Small , Jury - rigged plastic tents around the sidewalks . People warming their hands around scattered piles of burning rubbish , watching the passing rickshaw ; suspicion in their eyes . Theo notices graffiti spray - painted on the side of a building . the words `` The Uprising '' above a drawing of 5 fish lined up in a row . Before he can consider the implications . Kee is struck by another painful contraction .Kee doubles over .Kee grabs his hand , grips it tightly . Theo forces the most reassuring smile he can muster , then he looks away , and we see it on his face - fear .

The dog hopping up the stairs , Marichka next , holding a butane lantern , leading them up the dark stairwell . Kee stops suddenly , holding herself against the wall , in pain .Marichka starts prattling to them in Romanian -

The door opens . The little dog scampers inside , uses a chair as a springboard , leaps onto the table and , through the broken window , yaps his presence to the dogs barking outside . Theo helps Kee on the table . Marichka sets the butane lamp in the table . The room is bare , peeling walls , broken window panes , a rough mat on the floor . Cold enough to see your breath . Theo immediately pulls the mat to the center of the room . Kee doubles up with another contraction -Marichka trying to explain something they can not understand , pointing at two BUCKETS of water , the dog yapping and yapping .Theo move to Marichka , escorts her out the door into the hallway .

From inside the room , Kee screams . Marichka looks at Theo , alarmed .Marichka stares at him blankly .Marichka is still staring , concern in her eyes .The little dog comes bounding outside . Theo shuts the door .

Theo helps Kee lower herself onto a mat . He removes his jacket , putting it under her head .He looks at her , then slowly adjusts her knees in what might be a proper position .Theo slowly hikes up her dress . His expression : as if he were looking at a half - assembled engine . He does n't know where to begin .Theo looks toward the door , waiting for a miracle , hoping Miriam will walk through it . Nothing but silence . He goes to the window , looks out the dirty pane into the street . Deserted . He waits , still nothing . Another painful MOAN from Kee . He takes out his flask , looks like he wants to drink it , but instead , pours the alcohol over his hands , washing them . He walks back over to Kee , looks down .Kee writhes in pain , SCREAMS .Kee pushes - her breath visible in the cold room .Kee clutches Theo 's hands harder - although we can see her breath , she is covered in sweat .Kee pushes with all her might . Theo witnesses this , utterly amazed .Kee screams - excruciating pain - fear . She pushes - the head stretching open the vagina , coming through .Theo holding onto Kee , blown away .Kee looks up at Theo , her face wet with sweat and tears , a little reassured . Theo watches : the baby 's blue head emerges completely .Kee pushing - the rest of the baby 's body flowing out in a stream of blood . Theo supporting the emerging infant .KEE PUSHING MIGHTILY -Kee screaming as she taps a reservoir of female strength , giving her body over to the new life coming through it , to life itself , the miracle- the baby bursts forth , a bloody explosion of life . Theo pulling it free , still hooked by the umbilical cord , the placenta spilling out in a bloody finale - There is a moment , a pause . For the first time in eighteen years , four months , two days , sixteen hours and eight minutes , a human child has been born . Theo holds the newborn baby , all blue , covered in white specks , steam rising from the tiny body in the cold room .But Theo does n't answer . he 's stunned , holding the baby . then .Theo helps Kee lie back dom on the mat . Gives her the baby . He walks to the broken window and plucks a shard of glass . He pulls out his flask , takes a quick drink then pours the rest of the alcohol over the glass .Theo moves the shard of glass from one spot on the umbilical cord to another - unsure where to cut it . Then takes a breath and makes a decision and SLICES . The cord splits , spurting a bit of blood . Theo takes a bracelet from Kee 's wrist , ties it to the stump left on the baby . Theo takes off his shirt and cleans the white , cheese - like residue from the baby .The baby CRIES , a strident , rhythmic scream that shatters the night . Kee puts the baby to her breast . Instinctively , the child nurses . Theo watches , amazed .

The Bexhill skyline . Battered three and four - story buildings blending into the black night . It 's silent . Even the dogs have stopped barking . In one small window , a dim light glows - the silhouettes of Theo and Kee beholding this new life . The SOUND OF THE SURF FADES IN .

WHITE OCEAN FOAM tops a wave , blue and glistening , rolling luxuriously toward the beach . The backlit woman in the sarong , her beautiful form moving closer . Theo in the sand , smiling , in heaven . as she approaches . Theo shades his eyes as she nears . and now we see . the woman is Kee , but she 's not carrying a drink . She 's carrying a baby , smiling and laughing . She walks right by Theo . He looks down the beach after her , is blinded by a blazing sun . Theo leans back - the texture of the sun and sky decays . seems less real , like a mixture of reality and watercolor , and the sounds of the rolling surf slowly give way to distant HELICOPTERS . sporadic GUNFIRE . and a dog YAPPING .

YAP ! YAP ! Theo opens his eyes , waking up on the floor , his coat pulled over him , getting his bearings : The first morning sun seeping into the empty room . Kee still sleeping on the mat , the baby on her chest . YAP ! YAP ! The barking is now outside the door . FOOTSTEPS following . Theo creakily gets to his feet . Someone PUSHES the door . But a chair wedged against it holds it shut . Kee is awake now , looking at Theo . Whoever is outside gives the door a powerful shove , and the chair skids forward , about to give .Kee wraps her cloak around the baby , hiding her . In the distance , a staccato burst of gunfire .Theo pulls the chair away and Syd shoves his way in , Marichka behind him .Santo is now running around inside , yelping .Santo is on the scent , sniffing at Kee , yelping .Santo keeps yapping at Kee .Santo wo n't leave . Kee kicks him . Santo yelps , retreating . Marichka yells at Kee . Then - CRYING . From the baby . Rhythmic , loud . The dog comes charging again .Kee kicks the dog again .Marichka grabs her dog . The baby still crying loudly . Kee puts the baby to her breast . The baby quiets , nursing .Santo still yapping in Marichka 's arms . Marichka gives Santo a little slap , shutting the dog up . Silence - except for the sound of the baby nursing .He moves closer . Pulls back Kee 's cloak , revealing the BABY , at her breast .Marichka approaches . Kneeling , seeing.the baby , stunned .Syd starts pacing . Theo pulls out a wad of bills , puts them in Syd 's hand .Oddly , Syd hardly notices the bills in his hand , keeps pacing .Marichka reaches out with her finger . She looks to Kee , who nods her permission . Marichka touches the baby . Her face lights up , her eyes well with tears - she has touched a miracle .Kee wraps the baby to her breast with her shawl . From outside , another burst of gunfire , closer . Marichka turns to Syd , talking to him , animated , adamant .Marichka turns to Theo and Kee , prattling on , urgent . Marichka insistent , grabbing Syd 's sleeveSyd pulls free of Marichka 's grip .Syd pulls out a gun . Marichka instinctively ducks to the floor , covering her head , pleading .A standoff . In the distance , a mob chanting .BANG ! Syd shoots he floor by Santo 's feet . The dog yelps , scampering for Marichka 's protection . Syd points his gun at Kee 's forehead .Theo turns to Kee .

Theo carries Kee down the stairs , his flip - flops SLAPPING against the steps . Syd follows behind , gun trained on Theo . Marichka at Syd 's side , still prattling on .

The group descends the final flight of stairs into the empty lobby . Syd one step behind . Marichka next to him , ranting even louder . Santo yapping -He slaps her hard , silencing her . But as he turns back toward Theo , Marichka gives Syd a forceful shove and . he trips down the last few steps . his gun hand folding under him as he tries to break his fall and . Theo quickly puts Kee down , leaps toward Syd , who gets a SHOT off in the air before Theo lands . Theo 's weight snaps Syd 's head against the floor . Syd 's stunned , his gun hand flailing like a snake as he struggles with Theo .And Marichka grabs Kee , guiding her toward the back hallway while Theo and Syd struggle for control of the pistol . Theo 's hand - trying to muscle the gun away while Syd tries to point it back toward Theo . Theo 's bandaged finger getting bent back - Theo screaming in AGONY as he pulls the trigger BAM ! BAM ! BAM ! The bullets fly into the wall , plaster falling - BAM ! BAM ! two more shells - barely missing Theo 's head , until the chamber CLICKS . CLICK . Empty . Syd drops the gun , reaches for Theo 's throat . Theo gasps , trying to break Syd 's grip . IN THE CORRIDOR Kee turns to Marichka .Marichka hurries back toward Theo . Kee leans against the wall , making sure her baby 's okay . Syd tightens his grip around Theo 's neck . Marichka spots the gun on the floor , grabbing the barrel and roundhousing it - SMACK ! into Syd 's face . Syd falls backwards . Marichka helps Theo get to his feet . Theo 's still gasping for air as he looks down at Syd . Syd seems to be out cold . Theo and Marichka join Kee at the mouth of the corridor - they rush down the passageway and reach a door at the end of the hall . It 's blocked with boxes and junk . Theo forces the door open . just enough space to pass . Marichka snakes through , out to a small alley , Santo following her . Then it 's Kee 's turn , but she ca n't fit through while holding the baby . From the alley , Marichka extends her hands .Kee hesitates . Behind them , in the lobby , a groggy Syd getting up off the floor . Picking up his gun , loading it . Kee passes the baby through the doorway , fearing the worst . Marichka takes the baby . The point of no return . A moment . Marichka motions for Kee to follow .Kee squeezes through the opening . Down the corridor , Syd stumbling toward them , gun in hand . Theo trying to squeeze out , but no one is helping with the door . And BAM ! a bullet flies past his head .

Theo slips into the trash - strewn alley . SQUISH ! Theo 's expression - he 's lost one of his flip - flops . His bare foot sinking in a mound of rotting garbage . Then POCK ! POCK ! POCK ! Bullets pierce the door . He looks at Kee and Marichka . Both are on the left side of the door , while he 's on right side . and POCK ! POCK ! two more bullets cut holes in the door .The women hurry down the alley . POCK ! Another bullet pierces the door . Desperate , Theo digs through the trash at his feet . Worthless plastic , rotting food , a heavy old electric mixer . The door jerks open - Syd 's face appears . He looks at Theo , furiously shoving his way out and . Theo swings the rusty iron mixer - SMACK ! into Syd 's face . Syd falls back inside . Theo stares at the door , ready for another round , mixer in hand . But there 's no movement from inside . Theo drops the mixer and hurries to catch up with the others , one flip - flop on , one flip - flip off . AT THE END OF THE ALLEY Kee leaning against the wall , gathering her strength . Marichka peering around the edge of the building . Theo approaches . `` La Marseilles '' can be heard , chanted by an approaching mob .Theo picks up a stick , draws a rowboat in the sandy street .Marichka nods , points in a direction . Theo and Marichka take either side of Kee , helping her walk , Santo following . Theo 's one bare foot bleeding . They turn the corner and . A mob marches toward them , more than fifty . A large flag billows , blue , white and red .They pass the mob , heading in the opposite direction . Passionate chanting , some wearing masks , all carry guns - modern semi - automatics , a few old Glocks . Theo and Kee stare : Nothing is surprising anymore . They pass a wall spray - painted with graffiti : five fish and the words `` The Uprising . '' Theo and Kee exchange a look .

This street seems quiet , `` La Marseilles '' now distant . Marichka gestures , leading them into what once was the city courthouse , now covered with graffiti . Further down the street , on rooftops , men with rifles dart from building to building .

Theo , Kee with the baby , Marichka and Santo , enter . Dozens of old shoes on the floor , neatly paired . They hear CHANTING - rhythmic prayers . It was once a bank , but now it 's just skeletal remains : a few teller windows , pieces of tumbled Plexiglas . Past them , they see men kneeling on a carpeted floor , bowing toward Mecca in humble prayer . The bank now a makeshift mosque . Marichka guides Kee toward stairs at the end of the hall . Theo is still staring at the shoes .

At the end of the dark corridor , Marichka is bent down at a metal door , talking to someone through a low eye - slit . A tiny flashlight shines through the opening , at her face . A trembly voice on the other side of the door , in Russian :Theo and Kee watch from the other end of the corridor . Kee leans on Theo , resting . On Theo 's feet , a very worn pair of slippers . He looks up as Marichka waves forward , insistent , prattling . Theo helps Kee down the dim hallway .As they approach the secure metal door , the flashlight from the eye slit shines in Theo 's face . Marichka grabs Kee 's cloak . The light shifts to Kee 's face as she resists , but the cloak opens . The light tilts down , shining on the baby , eyes closed , feeding on Kee 's breast . From the eye - slit , the flashlight shaking , a gasp .

The ancient GEORGIAN MAN -LRB- 90 -RRB- stands beside his wife . The pale , withered WOMAN -LRB- 87 -RRB- , sitting in a wheelchair , hums a folk song as she carves the final touches onto an orange that she 's cut into a swan . She presents the swan to Kee , who lays in bed eating some sort of potato stew , the baby asleep at her side .We 're in a simple home that was once a banker 's office . One table , two chairs , a gas burner , photos , a reproduction of Chagall 's cow on the farm . And , in the clean , big windows , a few potted plants . Classical music playing .Theo sits at the table , also eating stew , across from the old Georgian man . Marichka stands nearby , wolfing hers down -The Georgian Man speaks in a trembly voice with thick accent .Theo holds out a handful of bills . A SOFT RAP at the door and the Old Georgian Woman hobbles for it .The old woman opens the door . A MAN carrying a rifle steps in , thirties , Slavic features . He 's an imposing figure , tall and broad . The butt of an automatic pistol is visible in his waistband . The Georgian Man wheels over to him . Theo watches the two men converse quietly in Russian . The younger man looks over at Theo with cold eyes . An amplified voice echoes from the street .Theo moves to the window , looks out : A caravan of armored carriers and tanks move slowly down the empty streets .Then the same message repeated , translated into French . On top of the building across the street , men in masks armed with rifles run in the opposite direction of the tanks .She 's holding up her baby .Theo walks to her .She smiles to hersellrf , her eyes closing . The Georgian Man and the Younger Man , SERGIUS , approach . Sergius stares in awe at child , finally turning to Theo .Sergius 's eyes sparkle disarmingly .Theo holds out a fistful of 100 pound bills . Sergius closes Theo 's fist on the money , not interested in it . Theo looks over at Kee ; she 's fallen asleep nursing the baby .

Fog rolling in now . Sergius stands in the middle of the street , his senses on alert . Sporadic gunfire and shouting in the distance , but the street seems safe . He signals , and moves off . Theo pushes Kee from the bank in the Georgian Man 's wheelchair . Marichka with them .

They move down the fog - shrouded street . A RUMBLING is heard . Santo stops , turns around and starts barking . The ground shakes . Through the fog . a silhouette slowly taking form . mammoth . A mechanical clatter drowning out Santo 's barking .IT 'S AN ENORMOUS TANK . And it 's close , coming right at them . Sergius darts into a cross street , turns to the others .Theo pushes Kee toward the cross street . Marichka following behind . She looks back : Santo is still holding his ground , barking at the metal monster . Marichka races back for him .The tank looming closer , appearing larger . Santo losing his courage , whimpering , backing off . Marichka snatches up the dog and runs back toward the others , trying to catch up . DOWN BAY STREET They pass a long metal pole wedged in a sewer , buttressed by a mountain of broken concrete and debris - a barricade . Sergius gestures toward a narrow alley . Theo turns the wheelchair , veers toward the alley and stops . seeing a Basque man holding a machine gun . Sergius has seen him too . Theo follows Sergius 's gaze . finds another armed Basque man . and another . and another . They are surrounded . A beat then .Theo and The others scurry into the alley as the tank rolls down Bay Street - A metallic CREAK as the tank runs up against the metal barricade pole . The tank 's tracks churn , but the pole holds fast . The Basque Man signals -The Basque men swarm into the street . ACROSS THE STREET More men surge forward - a flaming bottle hurled from a building EXPLODES against the tank . The ambush is on . NARROW ALLEY Sergius guides Theo and Kee through the alley . The distance and fog mask the carnage , but not the SCREAMS OF THE WOUNDED AND DYING .

Three armored carriers cruise by . Theo and the others , huddled in a doorway , waiting for the formation to disappear into the fog .Sergius shows Theo his watch .The coast clear , Sergius leads Theo , Kee and Marichka into a quiet alleyway .

The alley seems a sanctuary from the fighting . The SHOOTING seems MUFFLED , distant now , fog obscuring the far end of the street . They stop near a courtyard with a small fountain . Sergius bends to lift a manhole cover near the fountain .Theo helps Sergius pry the manhole cover up . Then , FOOTSTEPS . They drop the manhole cover as , from both ends of the alley , vague figures appear in the fog and circle around them .Sergius spins , weapon in hand . Theo blocks Kee and the baby with his body .Sergius lays the weapon down .A man rushes in and grabs Sergius 's gun - it 's Patric . Other armed men surround the group . Patric moves to Theo and THUD ! - slams his rifle into Theo 's gut , knocks him to the ground .From the fog , more FOOTSTEPS . Luke walking toward them , out of the mist . The tout with the cracked eyeglasses behind him .And Patric and Ian subdue Kee . Luke squats down , eye level with Kee in the wheelchair .Kee SPITS in his face . Luke suppresses his anger and takes out a handkerchief to wipe his cheek .He gestures vaguely out at the sound of the gunfire .He turns back to Kee , speaking in a gentle tone .Kee struggles , SCREAMS , as two of the Fishes grab her , holding her in the wheelchair as they hustle her away . Luke holds back , one last look at Theo and Marichka before turning to PatricPatric understands . Luke leaves the quiet of the alley . Patric cocks his pistol , looks out into the street , waiting for Kee and Luke to turn the corner . As they disappear from sight .Patric points the gun at Sergius and POP ! Shoots him in the head . Sergius falls backward , and Patric aims the pistol at Theo , finger on the trigger , and . BAM ! BAM ! Shots ring out . FROM THE OTHER END OF THE ALLEY An armored carrier is rolling toward them , two soldiers shooting from the turret . Patric fires back - POP ! POP ! Theo grabs Marichka and hustles her back to Wharf Street . He guides her to a doorway , Theo looks down the street and . FURTHER AHEAD . He sees Luke and his men pushing Kee , rounding the CORNER onto 3rd Street and . A TANK Shielding the group of soldiers SHOOTING at Ian and his men . THE CORNER Ian and his men hold their position , FIRING BACK , but are unable to stop the advancing tank .The two men peel off after Luke . Ian fires a few more rounds , then follows . WITH THEO Theo looks to his right : the tank advancing , soldiers marching , holding their fire , weapons trained , focused . And he musters his courage , runs out into the open , chasing after Luke and Kee . The soldiers are caught by surprise , a double - take before they BLAST AWAY . WHARF STREET . Theo runs , makes it across Wharf Street turning the CORNER He presses himself against the wall , catching his breath . He looks out and sees . UP AHEAD Luke and the Fishes fleeing with Kee . Ian and his men , not far behind . Theo trails after them . IAN turns , fires at Theo . THEO dives behind a stoop . AN ARMORED CARRIER emerges from the fog , cutting off the Fishes ' escape . Luke gestures , leading Kee and the Fishes into a modern apartment building . Theo in hot pursuit when . Soldiers fire the back . TAT - TAT - TAT - TAT ! One of Ian 's men is hit in the back . Theo dives into a burned - out double - decker abandoned on the sidewalk across the street from the apartment building and .

falls on top of people huddled inside . SCREAMS of fear in SPANISH as bodies scramble away . Theo gets up . He 's just crashed into crowded makeshift living quarters : mats butted along the floor of the bus , a stove in the middle of them . The inhabitants ducking for cover , a few peering out through the cardboard - covered windows . Theo bends the cardboard back from the window , looking out : OUTSIDE Soldiers fire as Ian and the last Fish make it to the . MODERN APARTMENT BUILDING . bullets RIDDLING the concrete facade as the Fishes slip through the doorway . The Soldiers rush the apartment building , disappearing inside . and a fierce fire - fight ensues - TAT - TAT - TAT - TAT ! Flashes of GUNFIRE visible in the doorway . SCREAMS . Soldiers stagger back out of the doorway , some wounded , retreating from the opposing gunfire .

Stray bullets strafe the bus . Theo ducks out of the way . BACK OUTSIDE A TANK rumbles into position behind the soldiers , its gun turret cranks slowly toward the apartment building . THEO realizes the tank is about to fire on the apartment building with Kee and the baby inside .He runs out of the bus into the street soldier positioned near the tank open hits the ground and . BOOM ! The tank recoils with the blast , the explosion rips a gaping hole in the building . Theo rolls out of the way of falling concrete . He looks up at the apartment building - White sheets and clothes wave from windows , desperate pleas for mercy from tenants still in the building as . from the floor above , Fishes open fire on the soldiers . Someone throws a Molotov cocktail . it explodes in the street . Soldiers return fire - Tenants streaming out the front doors , hands in the air , SCREAMING SURRENDER in a dozen languages and TAT - TAT - TAT - TAT - the soldiers gunfire CUTS THEM DOWN . A few survivors scramble back into the building . The tank tilts its big gun up , aiming at the snipers on the fourth floor . BOOM ! The tank shell blasts another hole into the building . In the silence of the aftershock , a thick cloud of dust in the air Theo gets up and races for the apartment building He 's almost at the doorway when a soldier spots him through the haze and opens fire - BULLETS RAKE the entrance . Theo sidesteps the bodies of dead soldiers and refugees , makes it inside and .

slips on the blood - slicked cement , crawling in panic further into the blood - splattered building . Staying low , he moves through the lobby , desperately searching for any sign of Kee when - Gunfire erupts from the staircase . Theo takes cover behind a pillar - it 's Ian who 's firing at him , but bullets from one of the soldiers in the street tear into him . Theo spots Kee 's wheelchair , abandoned at the foot of the stairs , and heads up .

He reaches the second floor landing - looks down the hallway . A few tenants huddled in the dim shadows , staying low , keeping away from the windows . A man crying in agony bleeding badly . The heavy gunfire is playing out on the upper floors . Theo continues up .

Theo steps out onto the third floor . Tenants on the ground covering their heads , a few wounded , screaming . Theo spots Patric in a blown - out apartment , firing at the street below . Soldiers ' bullets strafe the room , and Patric bursts out into the hallway . Theo hides as Patric pushes past tenants .and kicks open the door of another apartment . Theo starts after him but then he hears , faintly . THE MUFFLED CRY OF A BABY . It 's coming from the floor above . Theo heads for the stairs .

Theo emerges on the fourth floor , moves toward the MUFFLED CRIES . Following the sound into .

The apartment has been tattered by bullets , glass shattered , everything upended . Kee in a corner , protecting her baby girl with her body . Luke lays by the window in a pool of his own blood , with his back toward Kee , firing out the window . Theo steps into the room , moves to Kee and her crying baby .Theo helps Kee up .Shots from outside RIDDLE the wall near them . At the window , Luke fires back at the soldiers . Theo and Kee making their way across the ruined room to the door . Luke turns and sees them . He points his gun . Theo freezes .Theo begins to inch Kee to the doorway , wary of Luke .Theo and Kee at the doorway .BAM ! Luke shoots . Theo grimaces TAT - TAT - TAT . Glass shatters as guns fire from the outside , ripping Luke to pieces .

Theo walks out the door , Kee following . He 's in momentary shock , clutching his gut , looking at a trickle of blood spreading across the fabric of his shirt .Theo breathing through the pain , holding up Kee , walking down the hall , the baby still crying . A volley of bullets from outside tear through the walls . The ROAR of the GUNFIRE is punctuated by the BABY 'S CRIES . People huddled in the corridor , looking in disbelief . A WOMAN falls to her knees .Theo and Kee approach the stairwell . Bullets are still flying , but people seem fearless , poking their heads from doors , risking their lives to get a closer look . The baby 's crying gives Theo and Kee a sense of security . They are no longer dodging bullets but are walking straight down the hall . A man breaks into tears . An old woman , bleeding to death on the floor , reaches her gnarled finger to touch the baby 's blanket . She smiles as they pass - she has heard the song of an angel . Theo and Kee reach the stairs . Kee starts down the steps , but Theo stops her .Kee allows Theo to pick her up . He strains to lift her , then starts down the stairs .

Dios te salve Maria, llena eres de gracia, el senor es contigo, bendita eres entre 1as mujeres.

The baby 's cry echoes through the stairwell . Theo slowly carrying Kee down . People huddled on the stairs , amazed , eyes glued to the baby . Others looking down at them from the upper . floors . TAT - TAT - TAT . A gun battle , moving up the stairs toward them . It 's Patric and two other Fishes - backing up the stairs , battling pursuing soldiers . Patric hears crying , turning , pointing his gun at . Theo and Kee . No place to hide . Patric points the gun at Theo 's head , about to pull the trigger . But the baby is wailing in Kee 's arm . Patric looking at the baby in stunned disbelief . Then he lowers his gun . He and the Fishes back away , staring at the infant as Theo and Kee continue down the stairs .

Gunfire from below forces people against the wall . Theo and Kee continue their descent . A SOLDIER surges up the stairs , pointing his gun at the newborn girl , who wails away . Theo and Kee walk past him . The Soldier breathless , the baby 's cry clashing with his adrenaline .Theo continues carrying Kee down . People on the stairs standing up , getting a look . More soldiers , holding their weapons in silence , immobilized by the baby 's cry .

The baby 's cries echo through the lobby , now held by the military . Soldiers hold strategic positions , watching Theo and Kee pass , glimpsing the child in confusion , awe . At the shattered doorway , Theo staggers . Kee sees his sweat , his pain . His shirt is covered in blood .Theo hesitates .Theo sets her down . Kee walks slowly , resolutely , leaning on Theo for support . They pass through the shattered doorway .

Theo , Kee and the baby step into the murky light of the foggy day . An impenetrable line of soldiers positioned in the plaza face them , their weapons pointed , ready . The heavy machinery of war silenced by the cries of a baby . Theo and Kee walk forward , toward the soldiers . The weapons aimed at them begin to lower . An instinctive shuffle to the side , as if commanded by the cry , creating a space for them . Kee carrying her child , Theo at her side as the soldiers part like the Red Sea . Somber faces watching as they pass , touched by the baby 's crying . BAM ! BAM ! BAM ! Rifle shots from the fourth floor window shatter the silence . Two soldiers behind Theo are hit . Theo covers Kee as soldiers open fire on the apartment building . A new battle flares . Theo and Kee walk on , ignored by the soldiers who race forward , taking up new positions . BOOM ! The tank blasts a massive hole in the fourth floor . CORNER - WHARF & 3RD Leaving the battle behind , Kee and Theo hurry down the street . Marichka emerges from a blown - out doorway , holding Santo , greeting them with a crooked smile .

With great effort , Theo pries off the sewer lid . They all disappear down the hole .

A ceiling lamp illuminates a concrete sewer drain , a narrow channel of foul water running through it . Boxes of contraband stacked to one side : alcohol , batteries , medicine , cans of food , electrical wire . Theo holds Kee 's arm as she steps into a wooden launch . Marichka lights the candle fixed to the bow of the boat . She prattles on , Santo on her shoulders , tears in her eyes , gesturing toward the end of the tunnel where ambient light filters in .Theo extends his hand to help Marichka into the launch .Marichka smiles . Theo nods a thank you . And he climbs in the boat and sets the oars . Marichka gives the boat a shove . Theo puts the candle into a holder and starts to row . They glimpse graffiti on the walls , like cave paintings , as they pass . AT THE END OF THE TUNNEL A breeze from outside extinguishes the candle . Theo rows - toward the light . Passing through a metal grate which has been cut away .

The launch emerges into the fog at the end of a large harbor . Behind them , misty air cloaks the back side of the Bexhill Fence which runs the length of shoreline , separating the prison - city from the sea . The MUFFLED SOUNDS of the riot . Theo rows steadily , painfully . Dead calm , but the tide is on their side . What lays beyond is obscured by milky fog and growing darkness .

Theo is rowing slower now , his strength waning . The fog has enveloped the city behind them , the riots a distant echo . The world around them has disappeared . From somewhere off , the sound of a BELL .Ahead of them , through the fog , patches of dull orange sunlight . The buoy visible in the distance . Theo rows once more , groans with the effort .The launch gains momentum , then slows . The sun touching the horizon , the day ending . No sign of any boats anywhere on the desolate sea .The SOUND of the bell is drowned out by the WHINE of JETS high in the sky . Followed by the ROAR of EXPLOSIONS - POOF POOF POOF and , behind them , a glowing light , expanding in the fog . Theo rests , exhausted . He feels his gut , which has been steadily oozing from the bullet wound . His eyes drop down to his hands , now covered in blood . Something is poking through the ripped lining of his pea coat - He lifts a hundred pound note , staring at it . The sounds of the sea gently lapping at the boat . Kee looking around , anxious . The buoy rocking rhythmically , splashing water . no trace of a boat .He shakes his head . His eyes are watery .Kee looks at him .Theo smiles at her .Tears well in Kee 's eyes .Theo musters all he 's got left , reaching the oars back , wood cutting through water , propelling the launch a little further . He closes his eyes . HOLD as the SOUND of the surf fades in . THE CLOUDS PARTING - REVEALING A RED SKY Theo is sitting in his chair on the white sandy beach , watching a mother and child in the blue water , laughing and splashing in the waves . The mother is Kee but her child is now a toddler . Then , two other woman rush down to the beach , planting their infants on the sand , letting the foamy waves lap at their baby 's feet . Kee looks from the babies to Theo and waves . A smile slowly comes to Theo 's face . He is happy , content .BACK TO SCENE Kee looking at Theo . He 's slumped over , dead . The launch drifting . No direction . Drifting . Drifting . Kee is still , silent . The baby begins to CRY . A light flickers , piercing the fog - Kee looks upThe fog gives way , revealing purple sky . Cutting through the water toward them , A LIGHT , A BOAT . The wooden vessel approaching , nets and gear - A FISHING BOAT . The name painted on the stern . `` THE TOMORROW . '' FADE OUT

A PAINTING displays an idyllic landscape, bathed in institutional fluorescent lighting. Off-screen, we hear sounds of a Chinese announcement amidst other bustling hospital sounds. A phone buzzes, answered by an authoritative female voice.\[\*Note: All Chinese Mandarin dialogue in brackets. Other languages will not be subtitled.\] NAI NAI (80) walks into frame holding a cell phone. A head of neatly-permed white hair, this woman is the consummate matriarch.Hearing her granddaughter's cheerful voice, Nai Nai breaks into a warm smile.

\[Billi! It's the middle of the night there, why aren't you sleeping?\]

\[Is it cold there? Are you wearing enough? Cold travels through the head! Are you wearing a hat?\]

\[You have to be careful. I read that in New York there are men who steal your earrings. They rip them out! And then you have to go to the hospital to get your ears stitched up!\]

\[I'll call you back granddaughter! I promise I'll call you back!\]

\[Really? What about the CT scan? What about the spots they saw before?\]

\[It's been so many years. We get by. Anyway, it's better than living alone. At least there's a live body in the house. Otherwise, when you get up to go to the bathroom, all you see are your own shadows. Listen, do you have a friend yet, my child?\]

\[I mean a special friend. I worry about you on your own. In a big place like New York.\]

\[Let me look at you. Oh you're not that skinny! Your Mom said you got skinny, but you're not that skinny!\]

\[Oh my granddaughter! Why didn't you tell me you were coming? I've been trying to call you all week!\]

\[Sure, but your work comes first. You shouldn't have come if you're so busy. How'd you get here? Did you fly?\]

\[Silly child. This butt. This butt never changes! I've always loved this little round butt. Come sit!\]

\[It's been far too long since we've all been united like this.\]

\[You see... my granddaughter is very strong. Independent. Not someone who just follows everyone else.\]

\[Hao Hao was always a sensitive child, but look at him now. All grown up and getting married! I've been looking forward to this day for a long time.\]

\[Don't be ridiculous! You guys came back home to get married. We must have a proper wedding banquet.\]

\[Stop it! Everything's already booked and I sent out invitations last week! My only grandson's getting married, we can't look cheap!\]

\[How can you not be hungry? You've been traveling for 24 hours. Eat, eat.\]

\[Go get some rest. We have a lot to do the next couple days before the wedding.\]

\[No, stronger. HA! It clears out all the bad toxins. Then you inhale, take in lots of fresh oxygen. HA! You do it. You also have to slap yourself to get the circulation going.

Slap your arms. Slap your legs. Slap your back like this... Try it!\]

\[Even so, I have to come down to exercise. It's the reason I'm so healthy. Even at my age!\]

\[Alright, alright hurry up and eat breakfast! We have a big day ahead!\]

\[Next to my bed. Come you guys! Eat before the food gets cold!\]

\[OK, listen to me all of you. I know everyone's excited to see me, but let's not forget why we're all here.\]

\[Jian, something's off about Haiyan on this trip. Have you noticed? His face is all puffy and discolored. He seems very unhappy.\]

\[He just looks so tired. Is he still drinking? You can't let him drink. Alcohol can ruin a person. I know so many men around here who have drank themselves to death.\]

\[You shouldn't have him work so much. It's too much pressure for one person to support your entire family...\]

\[Well it's also good to have something to do. Being idle can be bad for your health. He just doesn't know how to take care of himself. You have to think about him more. Give him lots of medicine. Let's put it this way - if he's not well, you can't live well either. Right?\]

\[They're just vitamins. Your uncle bought them from Japan. He says they're expensive so they must be good. Japanese people know how to take care of themselves!\]

\[Don't mind him. That's how he is! He eats and leaves. He doesn't care about anything that doesn't concern him!\]

\[I want to talk to you all about something. If anyone asks, none of you are to say that Hao Hao and his bride have only been dating three months.\]

\[Doesn't matter! You know how people think! I don't want everybody talking behind our backs. If anyone asks, just say they've been dating 6 months.\]

\[Good idea. A year sounds better. The wedding banquet is in three days. We have so much to do. I need someone to come see the banquet hall with me.\]

\[Nothing. You don't look great either, must still be the jet lag.\]

\[No, you guys go relax. You better not get sick before the wedding!\]

\[It's not right! I ordered meal set one! When I booked the wedding, you guys told me meal set one would come with lobster. That's what you said. Now you act like you don't know anything about it?\]

\[Your brother brought it! He didn't tell you? He got several cases! It's from France. Looks very nice and expensive!\]

\[What kind of scam is this? It's three days before the wedding, we already paid a deposit and you make this kind of a change without telling us!\]

\[Get closer! What's wrong with this girl? Can't you look like a normal couple in love?\]

\[Put your head on his shoulder. Put your hand around her. And smile!\]

\[That girl is so unaffectionate. Nothing like our family. I have to yell at her just to hug him or put her cheek against his! Makes me wonder what they do in the bedroom when I'm not there!\]

\[I don't like her. She's dumb. She doesn't understand anything!\]

\[Look at you. Smart. Beautiful. You should have someone take care of you.\]

\[You're still young. But as you get older, it's good for you to have someone to take care of you.\]

\[It's also good to be independent. A woman needs to be self- sufficient.\]

\[Stupid child. You are too lovable. I'll never forget when your parents brought you to my house the summer before you turned two. You were so small, so skinny. You had that horrible nanny who stole your eggs and she'd take you all over the city and only feed you popsicles. Do you remember this?\]

\[Eggs were rationed back then. Your parents saved theirs so you could have at least one a day.\]

\[You poor thing, I felt so bad for you. You had terrible digestion, from too much dampness trapped inside, so you'd have diarrhea all the time, everywhere... all over the floor.\]

\[It wasn't your fault! I told your mother to leave you with me so I could fix you. Spending that year with me, you became fatter, the color returned to your cheeks.\]

\[You were just a happy child. Everyone loved you. You were so open, always smiling. My child, there's been so much going on this trip, we haven't been able to talk much.\]

\[This event is very important. There will be a lot of relatives and friends who haven't seen you since you were little. I know you have a lot on your mind, but you must still be generous in spirit. Be courteous!\]

\[When you see people, you should loudly say 'hello auntie! Hello uncle!' Don't be 'nio nio ne ne'.\]

\[That's 'nio nio ne ne'. Very selfish, closed off. Nobody likes that kind of person. Promise me.\]

\[When you get married, I'll throw you an even bigger wedding banquet!\]

\[That's enough. You listen to me! You can't go around criticizing your motherland. Don't any of you forget that you're still Chinese!\]

\[That's just a piece of paper. The blood in your veins is still Chinese!\]

\[OK OK, enough! Everyone's home, let's talk about happy things!\]

\[It's probably the flu. I'll be fine. Don't mention it to anyone, I don't want them to worry.\]

\[You told them? I told you not to say anything! You didn't need to come!\]

\[I'm fine! I just came to pick up some medicine. It's not a big deal!\]

\[I have this lingering cough from the last time I had a cold. I just wanted to see if there's better antibiotics to help me heal faster.\]

\[You don't need to worry about me. Anyway, I'm 80 years old. I've lived a long life. I'm not scared and you don't have to be scared for me. I just want you to be successful and have a good life and I'll be satisfied. I know you're worried, but I'm OK. Don't worry. I'm fine.\]

\[I'm already on antibiotics but it's not working! You gave me bad medicine. You have to change it. Give me a better one so I can feel better!\]

\[Everyone came back for the wedding! This is my granddaughter. She's from America.\]

\[So handsome. A doctor. And you speak English. Not married? Impossible!\]

\[That's not necessary! I just came in to change my medicine. Can't you just give me a better brand of antibiotics?\]

\[It's rare for them both to come home. If they want to drink, let them drink! We're celebrating!\]

\[Old timer, we all came to see you. Your grandson's getting married tomorrow. We came to get your blessing.\]

\[We ask you to bless Hao Hao and his new bride. Bless them with happiness and bless their child with health and strength. One bow, two bows, three bows.\]

\[Old timer, you left us too soon. Why did you have to leave so early? We hope you are at peace, wherever you are. We wish you well... One bow, two bows, three bows.\]

\[Bless both our sons, Haiyan and Haibin with success in their businesses. One bow, two bows, three bows.\]

\[Who else? Bless Billi, and her future. That all the elements of her life will come together soon. One bow, two bows, three bows.\]

\[Bless your niece, YuPing and also Bao to do well on his exams. One bow, two bows, three bows.\]

\[When the time comes, let's just send my ashes into the ocean. No one's ever home anyway.\]

\[Still, let's just send it in the ocean. That way no one has to travel back and forth all the time.\]

\[There's nothing to see. Our old neighborhood is long gone. Even I don't recognize it anymore.\]

\[Have you picked up the test results from the hospital? Weren't they supposed to be ready yesterday?\]

\[Tomorrow's Saturday! Now we won't be able to get it until Monday!\]

\[I used to work with these grandpas in the army. They're all very important officials in the government now!\]

\[You can't take a wedding photo with the groom crying. What are you crying about?\]

\[Take it, child! Take it! I gave one to Hao Hao so I want to give you one too.\]

\[Even more reason! You're all on your own, with no one to support you. And I can't be of much help to you. I'm sorry. I wish there was more I could do to help you.\]

\[And don't spend it on anything practical like rent! Buy yourself something nice...\]

\[I know you're always thinking of me. But you don't need to worry. I'm fine. I've been taking the new medicine and I feel much better.\]

\[You have work to do. You have so much ahead of you. I'm proud of you.\]

\[I'm not worried. You'll be fine. Child, I've walked the path of life and I have a piece of advice for you. Whatever you encounter in life, you must fight to stay positive. Your journey ahead is still long and you will have difficulties, but when you encounter something catastrophic, you have to think it through with an open mind and find the light. Don't be a bull ramming its horns into the dark corner of a room. You'll get stuck. Your mind is incredibly powerful. Where your thoughts go, your body follows. You must keep your perspective... and keep going forward.\]

\[You've always been fearless. So I know you're gonna be fine.\]

\[Yes, I know. You'll be back. I'll see you very soon. Go on, let's not drag this out anymore. It hurts my heart.\]

\[Stop it. Don't make a scene. Just go. Hurry up or you'll miss your flight!\]

\[I will after you get in the car. Go on or you'll miss your flight!\]

Horns BLARE as BILLI WANG (30) walks quickly through the kinetic streets of New York City. She's in her element here. Her movement is effortless, even as she switches between speaking Mandarin and English. WE INTERCUT BETWEEN THEIR PHONE CONVERSATION.A loud Chinese ANNOUNCEMENT blares through the phone.The announcement continues.Clearly in a hospital, Nai Nai tells this lie with total ease.Before Billi can finish, a STREET CANVASSER interrupts with performative cheerfulness.Billi stares blankly, annoyed by the interruption.Suddenly sympathetic, Billi stops.She pulls out her wallet. All she has is a dollar. She hands it to the stranger, who eyes it cynically.Billi and the canvasser share a laugh before Billi returns her attention to Nai Nai.Another announcement blares through the hospital speakers.Nai Nai's abruptness catches Billi slightly off-guard.The line clicks before Billi can finish. It's odd, but Billi shrugs it off and descends into the subway station.

\[Yea, it's always twelve hours time difference! Isn't it seven in the morning in China?\]

I really wanna say something snarky, but I used to have your job.

I wrote a couple pieces for this stupid web company and they screwed me on the payment, but look it's all here.

Seriously, Mom. If you're gonna give me shit every time I come home, I won't come back anymore!

What? Since when? Didn't he just start dating this girl a few months ago?

I need to say goodbye. What if she dies and I don't get a chance to say goodbye?

\[She doesn't understand, because she doesn't speak Chinese...\]

\[Money is not the most important. There are lots of things that money can't buy.\]

You're kidding right? You think everyone in America has equal opportunity?

Mom. That one church is not representative of all of America. We have so many problems - healthcare, guns, public education...

It is... but listen... Do you know about my grandmother's condition?

\[Don't you think she'd be furious if she found out that we all knew and were keeping it from her?\]

She's sick. She should be resting or in the hospital, not stressing about a fake wedding!

I know you've always had issues with her, but you need to drop it!

So what can I do? Tell me what I should do! Because she's all that's left. One of the few good memories I have of my childhood were those summers in Nai Nai's house where they had that garden and Ye Ye and I used to catch dragonflies. We moved to the States and everything was different, everyone was gone and suddenly it was just the three of us.

But you chose to leave. You were adults and you understood why. I was just a kid. Nobody ever asked me what I wanted or how I felt. I just had to trust you and you told me it was a good thing to leave, but it didn't feel like a good thing when you and Dad fought all the time because we didn't have money and I was the weird Chinese girl in school who didn't speak English and had no friends or anyone to talk to. I wanted to believe that it was a good thing, but all I saw was the fear in your eyes. I was confused and scared constantly because you guys never told me what was going on.

And then Ye Ye died and you guys didn't tell me he was sick so it felt like, he just vanished suddenly. And you didn't even let me go to his funeral!

But I never saw him again! When I came back to China, he just wasn't here anymore, and every time I come back, he's just... gone. The house is gone, Adia's gone, our Beijing home is gone, and soon she'll be gone too.

\[Hello everyone. As you all know, I left China when I was very little.\]

\[OK... um... I almost didn't come back this time. I uh...was very busy with my work. But I still came back.\]

\[In America, we don't have many family. I miss all of you. I'm very happy to be here. I'm very happy to celebrate with you all.\]

Mom... if one of you guys got sick... in America... what should I do? Would you want me to lie to you?

The bed slides out of the machine. A RADIOLOGIST helps Nai Nai sit up.

Little Nai Nai sits alone across from DOCTOR WU. Though we don't hear their conversation, Little Nai Nai absorbs what is clearly terrible news.

Little Nai Nai is overwhelmed with grief, but there's no time for this. Her mind races. Then, with a deep breath, she makes her decision. Yes, it's clear what she must do.

Little Nai Nai approaches her distressed sister in the waiting room. She musters up a believable smile.Her voice is light and bright.Nai Nai seems uncertain as she looks at her sister's beaming smile. Little Nai Nai helps her stand, still radiating with optimism. As they leave the hospital, Nai Nai seems sufficiently convinced.

\[It's all clear. Turned out to be nothing. Just... benign shadows.\]

... and one day the wife goes out of town. When she returns, her husband greets her right away, and he says, 'honey your cat is dead.'

\[Billi! You must be starving. I'm making your favorite - meat pies! It's your favorite, right? I remember it's your favorite.\]

\[Mrs. Ma was four maids ago! Has it been that long since you've been back?\]

\[Haiyan left China 25 years ago. And you guys left for Japan soon after.\]

\[Look at that. That would never happen in China. America really is different, huh?\]

\[You come to the hospital by yourself while your sons are all here! If something happened and I didn't tell them, they'd blame me!\]

\[Sis, since you insisted on coming and you're already here just do the X-ray!\]

\[When your grandfather had cancer, your Nai Nai lied to him too. It wasn't until he was very close to the end that she finally told him. She said, "Old timer, you have the same disease that took our prime minister." He died three days later.\]

\[Yes, in the end she told him. She thought it'd be cruel to let him leave this world without knowing what got him.

\[Do they need to be peeled? I don't think they need to be peeled.\]

\[You don't need to worry about me. I'm very rational about all this. After she's gone, I can go be with my husband in ShenZhen. All these years, working out there alone has been hard for him too, but he's almost retired. And then he and I will be able to take ourselves on a world tour!\]

\[I can even go visit Haibin and his family in Japan. See, I've thought things through very clearly. You don't have to worry about me.\]

\[He's fine. He's just happy. Those are tears of joy! Isn't that right, Hao Hao?\]

HAIYAN WANG (late 50's), also known as DAD, smiles with self- assurance as family and friends anticipate the rest of his joke. Billi watches her father adoringly, sipping brandy around the remains of their dinner.Despite his slight Chinese accent, Haiyan's a natural storyteller.A few scattered chuckles from the table. JIAN LU, also known as MOM (late 50's), enters with plates of cake.Haiyan is slightly irritated by the interruption.The table bursts into laughter. Even Billi and Jian chuckle, despite having heard the joke a million times.

The wife gets very upset, you know? She says to her husband, how can you be so insensitive? You just tell me so abruptly like this?

Her husband is you know, confused! He says to his wife... OK, how do you want me to tell you in the future? She says, "You have to not be so direct. It's too sudden.

You have to, you know, be more gentle in delivering the news. For example, ease me in with something like 'Listen, honey... your cat... it got on the roof...'"

Oh my gosh, I'm stuffed. I don't know if I have room for dessert.

Where was I? Oh right... A few months go by. The wife goes out of town again. When she returns home, her husband's there to greet her again. This time, he learned his lesson. When his wife comes through the door, he says, "Listen, honey, you know, your Mom... she got on the roof..."

She doesn't know... And the family thinks it's better not to tell her. So you can't say anything.

There's nothing they can do, so everyone decided it's better not to tell her.

They're saying you're a stock investment and you'll make us rich.

\[These American kids are only concerned with their own dreams.\]

\[I just mean that we're American citizens now. We hold American passports.\]

\[And we make some plans... like who's going to come back to stay with her when she's sick.\]

\[It's just... in America, we would not make this kind of decision. We couldn't, really.\]

\[Who drank too much? I'm not drunk! My mom gave it to me. I drink with my Ma... I drink for my Ma...\]

\[But she's still with him so I think it should be her decision.\]

Sound of KEYS in the dark as Billi lets herself in. She's greeted by a LOUD CRASH - like a vase shattering. Billi drops her mail, suddenly on guard. She's scared, but ready to defend herself. Something FLIES overhead, knocking items off a shelf. Billi's eyes dart across the room, spotting the culprit. A SMALL HOUSE BIRD on the windowsill. Billi's eyes meet the bird's. Both parties are equally stunned. As she collects herself, she realizes all the windows are closed.The bird stares up with its beady eyes. Billi opens a window to let it out. The traumatized bird doesn't move. Billi's phone buzzes.

INTERCUT BETWEEN BILLI AND NAI NAI FOR PHONE CONVERSATION MR. LI (80's) shuffles past Nai Nai carrying a THERMOS of tea. Mr. Li is the kind of man that wears the same cap indoors, outdoors, even at weddings.Nai Nai notices the trail of water following Mr. Li.He's oblivious. Nai Nai taps him, then shouts louder.Mr. Li shuffles unhurriedly back into the kitchen.

Billi opens an envelope, pulls out a letter. A rejection from the Guggenheim Foundation.She's deflated, overwhelmed by the sense of failure.And suddenly, she does seem tired. Spiritually, that is.Billi nods to herself, too familiar with the way these things get lost in translation.These are the only words Nai Nai knows. As broken as they sound, she says it with all her heart. Billi summons a weak smile, just in case Nai Nai can hear her smile. She looks back at the windowsill. It's empty. The bird is gone.

Billi marches out of her apartment holding an ENVELOPE. It's a new day. She enters the laundromat just downstairs from her apartment.

Billi stands across from SHIRLEY (20's), folding stacks of laundry for customers. Her first-generation immigrant mother attends to customers nearby. She is the LAUNDROMAT OWNER (and landlord of the building).Billi looks between Shirley and her mother, anxious.Billi is blind-sided as she realizes her error.

Late again! She's always late, and she didn't even pay last month!

And what happened to April's rent? My mom says you didn't pay April yet.

Billi bursts through the door carrying the laundry.As Jian heads to the kitchen, Billi heads into the laundry room and puts clothes into the washer.Billi tries to deflect with humor.Jian turns away from Billi and grabs frozen wontons from the freezer. Her body language is evasive.Jian doesn't respond, intently focused on chopping scallions.Billi considers this suspiciously.Jian silently continues cooking.Billi looks around - the house is eerily quiet. Something's not right.

So what, you broke? That's why you come. I know you... You need money, right?

What's going to happen to you? Are you always going to live like this?

Chinese people have a saying. When people get cancer, they die...

That was your Dad's idea. If everyone rushed back to see her right now, she would wonder why.

Everyone thinks it's better if you don't go. Look at you. You can't hide your emotions! Nai Nai will know right away!

You can go later. If you go right now you'll give it away. You can't help it.

\[I told him to close the office and retire, but he refuses! He feels useless at home if he has nothing to do. He loves being surrounded by people who need him - clients always coming to him...

\[YuPing, if you can get rich in China, then why are you planning to send Bao to America for college?\]

\[What kind of opportunity? Money- making opportunity? After studying in America, maybe Bao also won't care about money. Just like Billi. She's got different values.\]

\[But in America, they actually have the freedom to pursue their dreams. Doesn't matter if you're rich or poor, everyone has the same opportunities.\]

\[You know, the first year we moved to America, our friend Henry introduced us to an American church. The first time we went, we were really nervous, didn't understand anything. After the service, we walked past the piano and Billi stood in front of it, staring. She reached her hand out and Haiyan stopped her. The pastor came over to introduce herself. Haiyan explained to the pastor that Billi used to study piano in China. She stopped after we moved and really missed it. We couldn't afford it. The pastor didn't say anything, but came back moments later and handed me a key. She said, "This key opens every door on this property. Come anytime and Billi can play the piano."\]

\[I didn't speak English so I thought I misunderstood and Haiyan translated for me. I almost started crying.\]

\[But YuPing, you say you still plan on sending Bao out of the country for college?\]

\[But even with the risk that he won't return, you'd still send him out, right?\]

\[Ma, the wedding's in two days and there will be a lot to drink. Maybe it's best to save that bottle...\]

\[You know these two sons of yours. Once they start, they can't stop. The doctor says Haiyan's already got a fatty liver!\]

\[I told you not to drink, you had to drink! Your mother's always telling me to take care of you, but if she's giving you booze she doesn't worry about your health? Every time you drink you get drunk!\]

Don't you know, she loves to boss everyone around! Make her feel important and in control.

It's true! That's why she hated staying at our house in America. Because she couldn't tell anyone what to do. She see me and nothing I do is good enough for her but in America she couldn't say anything there because it was MY house.

What do you want from me? To scream and cry like you? You know, when my father died, I also sad... But I not act like you! When I went back to China for the funeral, everyone was watching me, all expecting me to fall apart! They think if I don't cry, I don't love my father.

Death is very personal. I don't have to cry in front of everyone to prove anything! I don't like to put you know... all my emotions on display, like I'm in a zoo! Here they think that's the only way to grieve. By performing for everybody. Otherwise they think you're not respectful. You know, in China... they even hire professional crier just WAAAAAH screaming crying to show oh how sad they are. It's ridiculous! I hate that!

\[Billi, don't just stand there. Come help us find Aiko's earring.\]

You stay? For what? You can't cook, you can't clean. You barely speak Chinese!

So... you just stay and what... wait for her to die? What about the fellowship? You're 30 years old and you just stop your life. Stay here. And every day she has to look at you... with that sad look on your face. That's not nice for anyone, right?

You were in school. We didn't want you to miss school. We did what we thought was best for you.

\[Auntie, you've spent so long taking care of your sister. You also have to take care of yourself and consider what's next for you.\]

You know... when I was still living in China, when you were very young, I visited a blind psychic. He told me I'd have three children. He said there's a lot of water in my life. Water means talent, so a lot of talent. But my water is long and flowing - a river, so I cannot keep any of it.

But my daughter, he said. She is also water but she is big ocean water. So my river will flow into her.

It's not whether or not you can be. The psychic said you already are. If you believe it, then it's true.

No, he was right. I was meant to have three. But it was China. We couldn't. You were first. So you were it.

Billi stares at the closed door. The light is on inside. She knocks gently and opens the door.

Haiyan sits on the edge of the bed, facing away from Billi.His stillness, his silence - it's eerie.Haiyan fights back tears.More silence. Terror.Billi looks up to see Jian at the door.More silence. Billi's insides are shrieking.Billi's heart drops. She collapses onto the bed, sitting beside her father.Billi's mind races.Billi reels.Haiyan puts aside his own grief momentarily. His words are measured.Billi squints - what the fuck?Jian joins her family on the bed.We're back to silence.This doesn't get a laugh, but Jian wasn't expecting one.The very thought of this makes Billi break down. Tears stream down her face.

Billi stares out the window, past her own reflection, her grief apparent. Her laundry bag sits beside her.

Lit candles on a birthday cake. Everyone sings 'happy birthday' for their friend TONY. Billi's mind is clearly elsewhere, even as she sings along. Her mother's right - she's no good at hiding her emotions.

An ELDERLY CHINESE WOMAN waits for her train across the tracks on the opposite platform. As Billi watches her, she fights back emotions. As the train arrives, we see Billi's grief transform into determination. She knows she must go. As the train whisks the elderly woman away...

A sea of Chinese faces. The ceiling is low, the floors are a glossy white marble. It takes a few moments before we spot Billi in the crowd. CHINESE VOICES echo around her. Billi gets shoved into a stranger. As a reflex, Billi says 'I'm sorry' in English. The stranger responds with a flurry of Chinese. Billi reacts, trying to orient herself.

A group of TAXI HUSTLERS target Billi, invading her personal space. They inundate her with questions: "Do you need a taxi?" "Where are you going?"

Billi stares out the window. Construction cranes dot the skyline, wide streets interrupted by the skeletal frames of unfinished buildings.

The DRIVER honks repeatedly as he pulls down a narrow alley. Pedestrians and rickshaw peddlers make way for the car to pass.

The taxi pulls up to a complex of PEACH BUILDINGS. Billi gets out. She stares up at the looming building, not sure she's prepared for the challenge she's about to face.

Billi climbs the stairs. The narrow staircase is dimly lit by a single bulb. She KNOCKS. We immediately hear barking. As Billi waits, the automatic light goes off, leaving her in the dark for a few brief moments. Mr. Li opens the door, letting out a shaft of cold fluorescent light from inside the apartment.Mr. Li shouts his words, as one does when they're losing their hearing, and perhaps even their mind.

As Billi moves into the living room, everyone reacts. Nai Nai, Haiyan, Jian. There's also UNCLE HAIBIN (early 60's), distinguished grey with black-rimmed glasses. AUNTIE LING (60), quiet but shrewd. The pimple-faced and sheepish cousin is HAO HAO (early 20's); 'on the brink of tears' is his eternal state of being. AIKO is his sweet but confused Japanese bride.They talk AT her, all at once. Nai Nai is the only one who seems pleased by this surprise. In fact, she's overjoyed.Nai Nai approaches Billi, analyzing her.Nai Nai embraces Billi. Billi's throat swells shut. Her mouth quivers as tears flood to her eyes.A deer in headlights, Billi doesn't speak, as if the secret would spill out if she opened her mouth. Family members observe her carefully, exchanging looks of concern. Nai Nai kisses her all over her face. Billi fights for control of her emotions.Billi opens her mouth and still, nothing comes out. Anticipation lingers in the air.Billi looks at her family, then back at Nai Nai. She swallows hard. After a few long beats -Billi musters a smile.Nai Nai laughs and slaps her on the butt. The tension begins to subside.Nai Nai pats Billi's butt as they all head back to the couch.

A meat pie fries in the pan. Jian is at the stove as MRS. GAO (40's) chops veggies and Little Nai Nai kneads dough. Billi peers in and hugs Little Nai Nai.As Mrs. Gao crosses.Billi turns her attention to Jian, who stands over a frying pan, giving her the cold shoulder. Billi bear hugs her mother from behind.Billi gives her the widest possible smile. Jian stifles a chuckle, too proud to give in. She feigns stoicism and shoves a plate of meat pies into Billi's hands.

The family eats, making small talk about the food. Billi scans the table, watching everyone devour meat pies. Nai Nai beams at the sight of the entire family around the table.Mrs. Gao comes out with a plate of piping hot meat pies.Nai Nai playfully touches Billi and Hao Hao.Billi swallows.Everyone stares at Hao Hao. He reluctantly obeys, speaking slowly in his broken Chinese.Little Nai Nai picks at her food. Everyone turns their focus to the food, chewing intently. Hao Hao is, quite reliably, on the brink of tears. Nai Nai suddenly notices Billi's untouched meat pie.Billi stares down at her plate, unable to work up an appetite.Nai Nai picks up the meat pie and feeds it to Billi. Always a child in her grandmother's eyes, Billi takes a reluctant bite.

\[Hao Hao's Chinese is fine. He's just being shy. Hao Hao, talk to Nai Nai in Chinese!\]

\[Nai Nai... We don't need a big wedding banquet. We just came to spend time with you.\]

Be careful, don't move! Maybe it's caught on your clothes somewhere.

\[It's probably the jet-lag. Come, I'll take you to the hotel.\]

\[With so many people visiting, it's easier if everyone stays at a hotel. It's very close.\]

\[She doesn't have long left. We got several opinions already. I also spoke to a doctor in Japan. A cancer specialist.\]

\[You and Hao Hao spent every summer with her and grandpa until you moved to the US. But you were very little then, so you probably don't remember.\]

\[She doesn't know. So you have to be very careful not to tell her.\]

\[What do you mean the elevator broke? Isn't this a newly opened hotel?\]

\[You have to remember to take them every day, or there's no point! Where are they?\]

\[Chinese people aren't accustomed to drinking champagne! Get the baijiu.\]

\[I'll always be Chinese. No matter where I live or what passport I hold.\]

\[OK auntie, I'll figure it out. Just get over there and we'll meet you!\]

\[Ma... let the man smoke. He's already dead, what else can happen?\]

\[What's to discuss? Of course ma has to be buried beside ba. Her relationship with Mr. Li is just one of convenience!\]

\[Don't control him! He's your father, you shouldn't control him.\]

\[You know Billi. You need to understand something. You guys moved to a Western country a long time ago, so you're no longer connected to the Eastern way of looking at things. In America, you think one's life belongs to oneself. But that's the difference between the East and the West. In the East, your life is part of a whole. Family. Society.\]

\[You want to tell Nai Nai the truth because you feel too much responsibility carrying it. If you tell her, then you don't have to feel guilty anymore. We're not telling her because it is our responsibility to carry this emotional burden for her.\]

\[Keep eating, keep eating, I don't mean to interrupt your meal. As the eldest son, let me say a few words on behalf of myself and my brother.\]

\[It's been over 25 years since my brother and I have both been in China at the same time with our families. I'm very happy to welcome Aiko to our family. Perhaps next time, when we return again, we'll bring a new baby.\]

\[My little brother and I haven't been around, and all these years, we've had to rely on all of you to take care of our ma. Chen Ping... you've been here all these years, by our mother's side, treating her like your own. I'm very grateful to you. To all of you... I want to thank you, from the bottom of my heart.

My mother. Forgive us for not being around, Ma. Everything I am, everything I've become...\]

Billi closes the door. She lets out a breath as she sits on the toilet - a moment of refuge. On the wall in front of her is a poster of a chubby, overly cheerful baby. Underneath, in Chinese, it reads: They all say I'm adorable.

Passing Nai Nai's bedroom, Billi notices details of her simple life: the neatly-made bed, framed photos of Billi surround the room. In the next bedroom, Mr. Li shuffles around loudly in his slippers. He hacks up a loogie.

Billi returns to the table in a daze. Nai Nai turns to look at her with concern.The threat of being exposed lingers in the air.Billi swallows her disappointment.The family's eyes linger on her, menacing.

Billi and Uncle Haibin walk side by side in awkward silence. They pass street vendors wrapped in smoke and incandescent lighting, selling meat skewers off their grills.He speaks in an eerily calm, matter-of-fact tone. Not sure if the question is rhetorical, Billi answers.Billi stares straight ahead, unengaged. This doesn't deter Uncle Haibin.Billi is at a loss for words. More awkward silence.It feels like he's testing her. Billi's patience wears thin. She raises her voice.Like a broken record, Uncle Haibin's tone remains consistent.Billi relinquishes with a sigh. As they continue on, their repetitious dialogue falls into pace with their walking.Billi stares ahead as they head into a brightly lit commercial district.

Billi and Uncle Haibin stand across from MICHAEL (late 20's), the hotel manager.A group of lively BUSINESSMEN and MISTRESSES walk in. Billi studies them - clearly in the hotel for a different reason.Michael finds their key for them.Billi nods and he leaves.

\[What do you mean different? It must be much nicer over there.\]

Billi follows Michael upstairs. Several flights later, she stops to catch her breath.This makes Billi pause, but she's used to it.Billi debates which answer to give him. She decides on the lie.

Billi surveys the room as Michael drops off her bag.The odd-patterned carpet, the strange paintings, the wallpaper - it all clashes, yet somehow, it works.Michael points to an ELECTRIC BOILER.Billi tries to usher him towards the door, but he continues to linger.She continues to inch him out the door.

Billi fills the boiler. She sits on the edge of the bed, literally waiting for the water to boil.

Nai Nai swings her arms, hitting herself all over her body. Her face beams, her eyes sparkle. She's full of life and Billi seems like a drag in comparison.Billi does a weak imitation of Nai Nai's exercise.Humoring her grandmother, Billi obeys her orders and laughs at herself. For a moment, she forgets the circumstances of her visit.For a moment, they revel in the joy of slapping and shouting.

Nai Nai's knuckles turn white from her grip on the railing, pulling herself up one step at a time. It pains Billi to see this. She tries to help.Billi swallows, unable to contradict her.

Billi and Mrs. Gao set out Chinese breakfast foods. The door bell rings and Chen YuPing (40's) waltzes in. (We'll refer to her as GU GU, which is Chinese for Aunt). She has the hip confident style of someone much younger and exudes an attitude of success.Gu Gu's son LITTLE BAO (8) trails in behind her, playing on his iPhone. Bao is what the Chinese call a little emperor - pampered and well-fed.Nai Nai calls everyone to attention.As everyone finally takes their seat -Furtive glances around the table. Nai Nai gestures to Hao Hao and Aiko.As if they really had forgotten, they all nod a little too enthusiastically.

\[You're family. It's so rare for you guys to come home. Let's just all relax so we can be happy in front of Nai Nai.\]

\[She's from America. Her Chinese isn't great. Just give her the full body massage.\]

\[Always beauty, beauty. They call everyone that in China these days. Old or young, beautiful or ugly, everyone's a beauty! It's so stupid.\]

\[Why are you asking me? It's your massage! Do you want to soak in a tub?\]

\[You don't know this phrase? You're not married yet. I shouldn't tell you this stuff.\]

\[You see her for yourself. She seems fine, right? Just like a normal person...\]

\[Come, let's toast. Welcome home, welcome home! How rare it is for us all to be together. Just look at your mother's face...\]

\[How long would it take to make a million dollars in America?\]

\[But if you get rich, first you buy the things money CAN buy. Then you can also enjoy the free stuff money can't buy!\]

\[You guys don't have to worry. When she becomes a big famous writer, she can make big money. You're investing in her talent!\]

\[You all think the moon outside of China is rounder, but do you ever think about your mother? Having to grow old without her kids around.\]

\[Because of the thieves! There are people who steal offerings off your grave and put it on their own family's! This way, they won't steal it!\]

\[I don't agree! We're Chinese... Humans need to return to the earth they came from!\]

As Jian helps Mrs. Gao clean up, Nai Nai sidles up to her.Was that a jab at her?

As Nai Nai rejoins the table, she clocks Haiyan again. Something's definitely not right. Uncle hands her a couple pills. Nai Nai clocks Billi's concerned look.Mr. Li gets up from the table silently.Mr. Li is immune to Nai Nai's insults. Nai Nai tries to serve food. Everyone yells: Sit down! Serve yourself! Hurry up and eat!Nai Nai piles more food on Billi's plate, then shoves a doughy cruller in her own mouth.

\[Why don't you stay home and rest, Ma? I'll go check on the banquet hall.\]

Nai Nai and Uncle Haibin stand across from the WEDDING COORDINATOR in an empty banquet hall. Nai Nai is visibly upset.LITTLE PING, a young cook dressed in a tall chef's hat wakes from a nap at a nearby table.Little Ping drags himself into the kitchen.Something about this rubs Uncle Haibin the wrong way.The BANQUET CHEF approaches -Agitated, Nai Nai coughs and collapses onto a chair. Uncle Haibin rushes to her side.

\[I really don't know anything about that. I was told it's crab, but I can check with the chef.

\[Why don't you look at the alcohol options in the meantime. We have baijiu, red wine, white wine, beer...\]

\[Chef, Mrs. Zhao says she was told that meal set one would include lobster, not crab.\]

\[I don't know anything about that. I was told we're serving crab.\]

Numb with anguish, Billi and Haiyan sit waiting, dressed in oversized spa pajamas.Before Billi can continue, Gu Gu approaches, also in pajamas. She's accompanied by a MASSAGE PARLOR RECEPTIONIST.

Billi, Gu Gu and Haiyan walk down the hallway.Gu Gu clocks Billi's confusion.Gu Gu speaks too fast for Billi to understand. She turns to her father for a translation -The MASSAGE PARLOR RECEPTIONIST turns to Haiyan.Gu Gu and Billi watch Haiyan. He's indecisive.Haiyan contemplates this carefully, as if the right treatment might cure his grief.The receptionist leads Haiyan down the corridor.

\[I meant what kind of treatment would you like, sir? May I recommend our bath and massage package? The tub is filled with herbs and you can soak in it.\]

Billi paces anxiously. Gu Gu clocks this and tries to cheer her up.Gu Gu covertly demonstrates a jerking-off motion, giggling.Despite herself, Billi laughs. Haiyan appears at the doorway.Billi and Gu Gu burst out laughing.

Lying on her stomach, Billi stares down at the masseuse's feet in nylon stockings inside white pumps. She cringes as the masseuse lights a cup on fire and places it on her back.Billi turns to Gu Gu, who's absorbed in her cell phone while getting a foot massage.Gu Gu's attention stays on her phone.Gu Gu yanks her foot back from the masseuse.Billi winces with pain, her entire back covered with cups. Gu Gu seems very pragmatic and matter-of-fact.Billi realizes this is valid.Billi considers this.

\[A little pain is normal. Otherwise it doesn't work. Just relax.\]

\[That's your stress point. Have you been anxious lately? You must try to relax.\]

Aiko and Hao Hao pose in front of a backdrop, dressed in elaborate wedding attire. They're as stiff as the plastic bride and groom toppers on a cake. A PHOTOGRAPHER adjusts the couple's positions.The cake toppers don't know where to put their hands. It's all very forced and awkward.Nai Nai instructs Aiko sternly in Chinese. (Aiko doesn't understand Chinese).Aiko looks to Hao Hao for a translation, but he's too busy figuring out how to smile. Nai Nai directs her disapproving look to Billi.On cue, something on set falls, making Aiko trip. Everyone reacts. Against the chaos of the photo shoot, Nai Nai calmly shifts her attention to her granddaughter. Billi is clearly the better bride in her eyes - if only she'd find someone to marry.

The conversation is seamless, but in the background, the bride and groom pose against a different backdrop.Nai Nai looks away. She takes a beat before answering.The woman's got a response to everything. Billi laughs as Nai Nai presses her cheek against Billi's. Meanwhile, on set, Aiko stumbles in her impossibly high heels and Auntie Ling rushes to her assistance.Billi shakes her head.

Billi considers this sacrifice, internalizing the complicated mix of love and guilt.And she does seem sorry. Behind her, the young couple hold up flutes of fake champagne for a photo.On cue again, a LOST BRIDE waddles onto set from a back door. Suddenly, there are two brides against the backdrop, causing momentary confusion. The BRIDE HANDLER immediately pulls her back out, apologizing. Nai Nai is unfazed by all this, her attention fixed on Billi.

Nai Nai takes Billi's hand as they walk through a Garden of Eden setting. They walk past fake tropical trees and a random peacock.Nai Nai demonstrates the phrase comically. Billi chuckles.Nai Nai affectionately pats her butt.We stay on Billi's face as this lands on her.

The entire family gathers around a large round table covered with food. There are a few new family members including GU FU (Gu Gu's husband) and two cousins - SUN AO (early 40's) and his wife NICO. Gu Gu pours beer for everyone.Everyone raises their glass and drinks. Sun Ao gleefully refills for everyone.Gu Fu dismisses him playfully with a wave.Uncle Haibin lights up a cigarette. As he offers one to Haiyan, Billi intercepts -Uncle Haibin looks at Haiyan in disbelief and Haiyan avoids eye contact.Sun Ao sees that Nai Nai didn't finish her beer.Nai Nai laughs, and nods. She makes a show of emptying her glass. Her family cheers.Jian is triggered by this.Jian smiles at her own joke, but Billi isn't amused.Jian's the only one laughing at her own joke again.The Chinese family all glare at him.Haiyan and Haibin both grow quiet with guilt.Jian's got a bone to pick and she just won't let it go.Gu Gu knows that Jian's right.Gu Gu swallows. The table is silent as everyone chews intently. Food is always there to fill the awkward spaces. Sun Ao tries to change the subject.What little air remains in the room is sucked out.

\[We're all one family. No need to talk about thanks. Come on, let's all drink.\]

\[Let's see who can handle their alcohol better, Americans or Chinese!\]

\[Auntie, don't think you're excused! You also have to gan bei!\]

\[Hey Billi, you ever think about moving back to China? A lot of foreigners are moving here to make money now!\]

\[We are very happy to have you all back in Changchun! Doesn't matter if you are in America or Japan or anywhere else... We are all one and the same! Citizens of the planet earth, of the Milky Way galaxy, of the universe! The only thing you should all know is that no matter how far you go, even if it's to the moon! You will always have a home here in Changchun. We will always, always welcome you.\]

\[Please, let's all have a toast so you know when you come home to Changchun, you know that you'll always eat well, drink well and be merry! That way, you'll come back often!\]

A long hallway. The entire family marches back to their rooms, one after another. Billi lags behind. Smoke lingers out of an open door in the hallway and she peers inside. A group of drunk middle-aged men smoke around a mahjong table, a few of them shirtless. Billi watches the women around them. One SEXY WOMAN catches Billi's gaze. Their eyes lock, each caught by the other in their performative act.

Little Nai Nai, Mr. Li and Nai Nai walk through the front door. Nai Nai is coughing. Mrs. Gao attends to her.Little Nai Nai nods.Little Nai Nai grapples quietly with the consequences of her lie. With no other choice, she leaves.

Billi takes her shirt off and examines her back in the mirror. It's covered with large round purple welts from the "ba guan" (cupping).

Billi wakes to voices echoing through the hallway. She opens her eyes to find a SMALL HOUSE BIRD on the windowsill. It looks just like the one that got stuck in her apartment. Her eyes meet the bird's. What does it mean? Shouting continues in the hallway and she gets up to investigate.

As Billi steps out of her room, Uncle Haibin rushes past.Billi turns to see Haiyan getting dressed.Uncle Haibin holds his cell phone as Little Nai Nai's voice shouts through the speakerphone.Billi looks back and forth, caught in the middle of this crossfire.Hao Hao steps out of his room, still half asleep.Billi's heart sinks as she and Hao Hao lock eyes.

Billi, Hao Hao, Haiyan and Uncle Haibin are lost as they frantically try to orient themselves.

Nai Nai sits on the exam table with Mrs. Gao by her side. As Billi, Haiyan, Hao Hao and Uncle Haibin rush in, Nai Nai scrunches her face in annoyance.She turns to Little Nai Nai.As Little Nai Nai opens the door to leave, a group of doctors rush past with a stretcher, another reminder of what's around the corner. Nai Nai clocks the fear in Billi's eyes.Billi takes a seat beside Nai Nai. She takes her hand as the rest of the family looks on.Billi grasps Nai Nai's hand, brings it to her face. She takes in the scent of her grandmother's skin, the feel of it on her face. She kisses Nai Nai's hand.The words sit on the tip of Billi's tongue. She knows she needs to tell her the truth.Before Billi can say anything else, Little Nai Nai enters with the young handsome DOCTOR SONG.He's on autopilot, going through the motions of a routine exam. Little Nai Nai holds her breath.Nai Nai gestures to Hao Hao.Doctor Song's eyes widen with excitement as he turns his focus to Billi. He switches to English.Haiyan clocks what's going on.Billi smiles broadly for Nai Nai's sake.Nai Nai smiles at Dr. Song, clearly having her own agenda.Billi switches back to English. Nai Nai watches them, clueless.Billi registers this with surprise.Billi doesn't understand the idea of his good lie. Good for what?This affects Billi, but Haiyan also registers this.Nai Nai looks to Haiyan for his opinion. He diverts his gaze to the ground.

Oh, you visit from America! I went to school many years in the UK.

It's complicated. In her situation, most families in China wouldn't tell her. When my grandmother had cancer, my family also didn't tell her.

\[Mrs. Zhao, you had pneumonia a few months ago so I'm thinking this could be some residual infection in your lungs from that. We should do an X-ray to make sure the infection isn't spreading.\]

\[We can change your medicine, but just as a precaution, let's do an x- ray.\]

Nai Nai sits alone in a hospital gown awaiting her X-ray. She has a coughing fit.

Haiyan paces back and forth, carefully considering his words.Everyone looks up, as if betrayed.Haiyan lets out a conflicted sigh.

The family unit makes their way back, past our familiar peach buildings.

Close on ELLEN, a chihuahua whose white hair matches that of the two Nai Nai's. She whimpers.Under duress, Ellen begins to "sing" - yelping at the top of her lungs. Everyone laughs. As the dog stops singing and the laughter dies down, they suddenly remember. We linger on each individual face - the smiles drop, replaced by silence filled with uncertainty and fear.

Jian, Little Nai Nai and Auntie Ling cook tirelessly, dripping with sweat.

Uncle Haibin pours the remainder of a beer into Haiyan's glass. They drink compulsively, surrounded by empty bottles. Hao Hao and Aiko play a game on Aiko's iPhone. Billi is at the piano. She hits a few keys. It's out of tune, clashing with the cacophony of voices behind her. Nai Nai notices her sons' empty beers.Jian rushes out of the kitchen in a panic.Mr. Li goes to find the bottle. The sound of Billi's piano continues to escalate, forcing Jian and Nai Nai to raise their voices.Mr. Li brings out the bottle and pours for Haiyan and Uncle Haibin.Suddenly, Billi breaks into a full impassioned piano piece (perhaps Liszt or Prokofiev). Everyone stops what they're doing to watch, a little surprised. Billi's fingers fly furiously. Expressing through music what she can't express in life, Billi's eyes flicker with rage. As Billi finishes, everyone is stunned silent. To mask the awkwardness, Little Nai Nai claps enthusiastically.Billi sits at the keys, raw with emotion.

The men stagger back to their rooms with the help of their wives.

Billi watches as Jian removes Haiyan's jacket in bed.Billi grabs the bottle. Jian brings the bottle to Haiyan's mouth, forcing him to drink.Billi and Jian undress Haiyan as he groans.Jian becomes increasingly aggressive with undressing Haiyan, stripping him down to his underwear.Haiyan groans as their voices raise to a shout.Billi can't look at her mother. She is at a complete loss. Prelap the sound of WAILING.

A funeral procession is led by a melodramatic CRIER. Nothing specifically indicates whether she's professional or amateur. Nearby, the Wang family (including Gu Gu and Bao) gather around YE YE'S GRAVE. The tomb bears a PHOTO OF YE YE. They quickly set out fruit, eggs, bao zi (dumplings), bamboo- wrapped sticky rice, and other offerings. Everyone talks over each other in a lively manner. Despite being in a graveyard, the setting is full of life. Nai Nai hands Hao Hao a bag of food.She hands Billi some bananas.Haiyan opens a bottle of Chinese baijiu. He pours it over Ye Ye's grave, then takes a drink himself.Aiko and Hao Hao converse in Japanese over some tangerines.They put them on the grave.Hao Hao picks the tangerines back up.Haiyan hands Billi the bottle of baijiu. She takes a swig.As she finishes pouring, Nai Nai hands her a bag of cookies.Billi tears open the plastic wrap on the cookies. Gu Gu hands everyone bunches of flowers, and rips off some petals.She demonstrates by aggressively tearing up the flowers.Billi is perplexed by all this, but obeys nonetheless. Haiyan lights a cigarette and sets it upright on the grave.This makes Nai Nai laugh, and her laughter is contagious. Nai Nai takes a bite of banana, then feeds some to Billi. Jian eats an egg, Haiyan smokes a cigarette. It's a feast.

Smoke and ash rise from a blazing fire near the grave. Billi pokes at the fire with a stick, burning fake money, a paper iPhone. Nai Nai tosses a paper "coat" into the fire.

The entire family is lined up in front of the grave. Ash settles gently on their hair and their clothes. Nai Nai leads them in paying their respects.The sun beats down. Heat rises from the cement. Billi squints through the lingering smoke.As Nai Nai bows, the rest of the family follow.They bow again. Hao Hao wipes away some tears.More bows. Sweat pours down their faces, but Nai Nai is only getting started.Nai Nai doesn't crack a smile as she continues.As the embers die down, a GRAVE CLEANER approaches to sweep away the ashes.

The group meanders out of the cemetery, snaking through the sea of gravestones.Nai Nai lets out a dejected sigh as they continue their march back into life.

They drive past a significant landmark.Billi leans toward the window to see.Billi stares out the window, eyes longing.

They enter through the hotel's revolving door, one after another.

Nai Nai soaks her feet in a bucket of hot water, as Mr. Li attends to her.Mr. Li carefully pours hot water from a kettle into the bucket.Nai Nai watches as Mr. Li shuffles away holding the kettle.He doesn't acknowledge her. Perhaps he didn't even hear. Alone in her room, Nai Nai drops a certain performance of her own. She is weary. She coughs. Perhaps she knows the truth. Or perhaps, at 80, she just knows her time is limited.

Haiyan and Haibin smoke near an open window. They are engulfed by shadows, as if in hiding.Haiyan takes one last inhale before stamping out the cigarette.A plume of smoke exits his nostrils.Uncle Haibin offers Haiyan another cigarette. Billi grabs the box.Billi looks at the two men, sensing something's up.Uncle Haibin examines Haiyan carefully. Haiyan doesn't meet his gaze. He sighs in a way that tells us he's conflicted.He lectures to her like she's a child. Still, his words register.

Hao Hao, Auntie Ling and Jian crawl around the floor as Billi walks past the open door. She stops to watch them.Billi joins the others and gets on all fours.Auntie Ling speaks to Aiko in Japanese. This is not subtitled.Jian looks at Billi like she's crazy.Jian realizes her daughter is being serious.This finally gets to Jian and she softens.Hao Hao, Aiko and Auntie Ling observe awkwardly as Billi finally lets it all go, tears streaming down her face. Hao Hao hands Billi a tissue.This is it. This is everything she's been feeling. Billi lets out a deep sigh of relief from the catharsis.

YE YE (60) smokes a cigarette by the window. It's the middle of the night and Billi opens her eyes, as if stirred by his presence. Her POV of the window: Ye Ye isn't there, but his smoke lingers like a ghost.

A row of identically-clad waiters shout a long-winded Chinese welcome in unison, with wide smiles.

A lion dancer leads the bridal party in. Nai Nai is at the head of the family, greeting guests. Billi watches as Nai Nai works the room. Nai Nai gives Billi a stern glare to remind her of her duty. Putting on her best smile, Billi calls out to relatives with forced enthusiasm.Nearby, Nai Nai catches up to Little Nai Nai.

Plates of CRABS exit the kitchen. Waiters set the crabs on tables. Kids run amuck as Nai Nai goes from table to table greeting guests. Hao Hao and Ami also greet guests. On stage, SUN AO (early 40's) and his wife NICO give a toast. Both are tipsy and exuberant.As her family eats, Billi stares at the mountain of food in front of her with no appetite. Mic feedback alerts the room that someone has taken the stage, though they're reluctant to stop eating.

Uncle Haibin clears his throat.Their attention is dispersed as Uncle Haibin launches into his speech.Uncle Haibin's voice drifts as he struggles to stay focused.His face quivers. Billi leans in, holding her breath. The entire room suddenly gets quiet. The awkward silence is underscored by the sporadic SOUND OF CHAIRS AND UTENSILS.The dam ruptures with force. Tears stream down his face.Uncle Haibin's shoulders shake as he sobs uncontrollably on stage. Uncle Haibin had warned her about this very thing, and now he's the one falling apart. Billi watches in disbelief.As he finishes, scattered applause fills the room. Billi turns to Nai Nai, who dabs the moisture from her eyes with a handkerchief. It's hard to tell what she's thinking. Billi scans the rest of the room. HUNGRY GUESTS, including Mr. Li and Bao, shove food into their mouths. She leans over to Haiyan.A giant shrimp suddenly appears in front of Billi's face on Nai Nai's chopsticks.

Aiko wobbles slightly on stage as she delivers a toast. She speaks in JAPANESE, smiling broadly as Auntie Ling translates.Hao Hao blushes. Everyone laughs.

I'm very happy to be here to celebrate with you all. Hao Hao is very nice, good man. I promise to always treat him well. And, we hope... maybe next time, we will bring back a baby.

The unaffected LION DANCER smokes a cigarette. A BORED WAITER sits nearby on her iPhone.

Nai Nai escorts Hao Hao and Aiko from table to table, toasting guests.

GENERAL ZHU, GENERAL FU and GENERAL MU sit around Nai Nai, reminiscing about the good ol' times. Haiyan and Uncle Haibin are also at the table. Everyone chain smokes around her. As Billi approaches, Nai Nai motions to her.Billi's smile tenses up as she stares at the shroud of smoke around Nai Nai. Nai Nai herself seems unbothered.Nai Nai blushes and Billi clocks this.General Mu turns to Billi.Billi nods. Nai Nai gestures to the stage.Billi looks at Nai Nai, remembering her earlier words. Gracious. Generous in spirit. She takes a deep breath.

\[Hey Little Ting, I see you're limping. Is that still from the bullet you took in the war?\]

\[How could I forget it? Tell you the truth, I had it all figured out. After the war, I was going to ask you to marry me. But then you got injured, and Little Wang carried you off and that was the end of that. Sly motherfucker.\]

\[Well if I don't say anything now, I'll take it to my grave. Isn't that right, Little Ting?\]

\[It's rare for you to come back, child. Take the opportunity to talk to your grandmother.\]

Billi hesitantly makes her way up to the stage. She takes the mic, but nobody's paying attention. She meets Nai Nai's encouraging gaze and starts.She pauses, searching for words she hasn't said in a long time, if ever.A guest shouts "It's great! Express yourself!" from off stage followed by a few chuckles.Billi looks at her parents, Uncle Haibin. All eyes are on her.She looks out at Nai Nai, beaming with pride.Scattered applause as Billi leaves the stage. Thank god that's over. But then she remembers something and quickly runs back up -The room bursts into applause.

Billi and Dad sing a karaoke duet of the Fugee's version of "Killing Me Softly".

ON STAGE. Aiko and Hao Hao sing a Japanese karaoke song. They're both incredibly off key. MAIN TABLE. Jian and Little Nai Nai watch the awkward performance in silence. Jian senses the weight of Little Nai Nai's grief amidst all this celebration.Jian's not fooled by her feigned cheerfulness, but plays along.Little Nai Nai's performative smile grows wider.Little Nai Nai nods a little too eagerly.As Little Nai Nai turns back around to face away from Jian, her smile drops. The effort of these performative emotions takes its toll.

The entire family flaps their arms like birds. This is a drinking game. Joyful and exhilarating, the game allows them all to forget for the time being. Hao Hao keeps messing up the game so he drinks. He drinks, and drinks and drinks.

ON STAGE. A YOUNG CHINESE WOMAN sings a melancholic Italian opera. In the middle of the room, Hao Hao bawls uncontrollably. Seeing this, Gu Gu runs up to him. A few TEEN GIRLS also huddle around him. Gu Gu locks eyes with Billi and waves frantically. Billi rushes over, searching the room for Nai Nai. Nai Nai is distracted by a conversation with Mrs. Gao.Gu Gu's eyes well with tears.As she says this, Teen Girl #2 begins to cry. This gets Teen Girl #1 crying too. It's contagious - the louder one girl cries, the louder the other girl cries. Gu Gu dries her tears, annoyed by the hysterics.

Billi tries to console Hao Hao. They can't communicate, but it's a tender moment.

Nai Nai is surrounded by the entire family, posed for a portrait. Uncle Haibin sets up the camera on a tripod. Nai Nai notices Hao Hao's face - it's red and puffy from crying.Tears leak down Hao Hao's face.Hao Hao nods weakly.Little Nai Nai's face drops and Billi clocks this. Uncle runs into the photo -Everyone says 'eggplant' with a forced smile. The camera goes off with a flash. Billi and Little Nai Nai's faces are frozen in a look of shock. As the rest of the family stays frozen in a smile, Billi awkwardly excuses herself from the group photo. She begins to run.

Billi sprints through the city with all her might. She stops momentarily to catch her breath and her thoughts catch up to her actions. There's no time to think. She takes off running again.

Billi bolts up the stairs and frantically searches for Mrs. Gao. She spots her and runs up to her.Mrs. Gao digs into her purse and pulls out a document. She hands it to Billi, scanning the panic on her face.Billi looks up at Mrs. Gao, confused.Despite her relief, Billi softens with sympathy.

The test result document is scanned into a computer. Billi, Little Nai Nai and Mrs. Gao huddle over the COPY CENTER OWNER as he tries to doctor the results in his computer.

The entire family gathers around Nai Nai as she examines the document. Time slows. Nai Nai nods, as if she knew all along.

The family walks in epic slow-motion as a single unit. Little Nai Nai, Aiko and Hao Hao. Uncle and Auntie. Haiyan and Jian. Billi is framed in the center. They're all in this together. There's no turning back.

It's dark and the city is still asleep. A light comes on in one window.

Nai Nai opens the closet door and grabs a RED ENVELOPE. She hands it to Billi.Nai Nai's eyes well with tears as she grapples with her helplessness. She pushes the envelope into Billi's hand.Billi nods, emotional.Billi smiles.Billi fights back tears.Billi diverts her eyes, something clearly on her mind. After a beat, she decides to be honest.Nai Nai considers this and nods.Billi nods as she absorbs Nai Nai's advice.Billi puts her head on Nai Nai's shoulder.There's a knock on the door as Little Nai Nai opens the door.Billi and Nai Nai savor this moment, side by side. Mrs. Gao passes them in the doorway, sweeping.

Chaos and commotion as Billi, Jian and Haiyan attempt to say goodbye. It's impossible, so instead of goodbye, they shout at each other, everyone overlapping.Nai Nai struggles down the dingy stairwell despite everyone's urging.

Billi and Nai Nai hug goodbye. Both struggle to maintain composure.Billi smiles as convincingly as possible.They're all back to shouting.They get in the car, but Nai Nai doesn't leave. She limps after the car as it pulls away.

POV from the back windshield. Nai Nai stands at the end of the alley, watching as the car drives away. She waves as her squat figure gets smaller. Little Nai Nai tries to get her sister to leave, but she doesn't budge. She remains in the same spot - watching, waving, her heart in her throat. The car turns the corner and just like that, Nai Nai's gone. Billi turns around, numb with grief. To her surprise, she sees Jian weeping silently. There are no words.

Haiyan is asleep in the front seat. After what seems like endless silence, Billi finally turns to her mother.Billi and Mom both chuckle through their tears. At least they're on the same page about something.Another long pause as Billi considers Mom's question.Outside the car, the sun is rising and the city begins to wake.POV of long empty highways to the airport.Billi's heart swells with compassion.

Mom and Dad are fast asleep. They're weary and vulnerable. They're human.

Billi walks into the dark apartment with her suitcase. Despite being a small studio apartment, her place now feels enormous. Empty. Silent. Nothing but her own shadows.

Billi strolls down the sidewalk, the weight of the world on her shoulders. Overwhelmed by emotion, she appears to be on the verge of breaking down. She stops in the middle of the street. Strangers walk around her, absorbed in their own lives. As Billi stands there amidst the chaos of the city, a different energy suddenly overtakes her. Instead of crumbling, she lifts her chin and inhales deeply. Then, with all the life force in her, with the spirit of Nai Nai, she shouts -

Our familiar peach-colored buildings surround a LARGE TREE. Billi's voice echoes loudly into this shot - echoing across the globe. BIRDS scatter from the tree, flying off into the distance as a unit, the pattern of their formation silhouetted against the sky. THE END

BURNING . Massive flames . A dark shape emerges - The BAT SYMBOL . Growing . Filling the screen with BLACKNESS . DAYLIGHT . Moving over the towers of downtown Gotham . Closing in on an office building . On a large window . Which SHATTERS to reveal -

A man in a CLOWN MASK holding a SMOKING SILENCED PISTOL ejects a shell casing . This is DOPEY . He turns to a second man , HAPPY , also in clown mask , who steps forward with a CABLE LAUNCHER , aims at a lower roof across the street and FIRES a cable across . Dopey secures the line to an I - beam line - CLAMP on - sends a KIT BAG out then steps OUT the window .

into space . The men SLIDE across the DIZZYING DROP . landing on the lower roof across the street .

A MAN on the corner , back to us , holding a CLOWN MASK . An SUV pulls up . The man gets in , puts on his mask . Inside the car - two other men wearing CLOWN MASKS .One of the Clowns looks up from loading his automatic weapon .Grumpy cocks his weapon . Bozo pulls the car over in front of the GOTHAM FIRST NATIONAL BANK .

There's two on the roof. Every guy is an extra share. Five shares is plenty.

Yeah? He thinks he can sit it out and still take a slice, then I get why they call him the Joker.

Obviously, we do n't want you doing anything with your hands other than holding on for dear life.

If this guy was so smart he would have had us bring a bigger car.

I'm betting the Joker told you to kill me soon as we loaded the cash.

Dopey PRIES open an access panel -Dopey pulls out thick bundles of blue CAT 5 cables .

They wired this thing up with 5,000 volts. What kind of bank does that?

Boss told me when the guy was done I should take him out. One less share.

And there it goes. That's funny. It did n't dial out to 911 - it was trying to reach a private number.

Grumpy , Chuckles and Bozo get out of the car and march into the bank CARRYING ASSAULT RIFLES -

The Security Guard looks up - Grumpy FIRES into the ceiling . Customers SCREAM . Chuckles CRACKS the Security Guard . As Grumpy and Bozo round up the hostages , one of the TELLERS presses a button mounted beneath her window - a SILENT ALARM .

Dopey watches the alarm PING his handheld .Behind him , Happy RAISES his silenced HANDGUN .Happy SHOOTS . Dopey SLUMPS . Happy picks up his bag and FORCES OPEN the roof access door .

and speeds down the stairs , to the basement . He SLAMS open the door .

Bozo and Grumpy move down the line of hostages - Bozo hands each Hostage OBJECTS from a bag . A GRENADE . Grumpy follows , PULLING THE PINS .BLAM . Chuckles is BLOWN OFF HIS FEET - Grumpy and Bozo DIVE for cover - the Bank Manager steps out of his office , SHOTGUN in hand . Hostages SCRAMBLE , CLINGING their grenades .

Happy CLAMPS a DRILL to the vault - the bit SPINS - SLIDES into the metal door - a BOLT of ELECTRICITY RIPS THROUGH THE DRILL , THROWING HAPPY TO THE FLOOR -

Grumpy and Bozo cower as the Bank Manager FIRES again .Bozo raises TWO fingers . Grumpy squeezes off a SHOT . The Bank Manager FIRES . FIRES again . Grumpy looks at Bozo , who nods . Grumpy JUMPS UP . The Bank Manager FIRES - Grumpy GRUNTS as buckshot CLIPS his shoulder . FALLS . The Bank Manager moves in for the kill , FUMBLING for new shells . Bozo STANDS - SHOOTS him . Bozo picks up the shotgun . Grumpy checks his wound - it 's superficial . He struggles to his feet .Bozo 's mask stares him down . Grumpy heads for the stairs in the back . Bozo starts loading fresh shells into the shotgun .Bozo looks down at him . Says nothing .

You have any idea who you're stealing from? You and your friends are dead.

Think you're smart, huh? Well, the guy who hired you's just do the same to you.

Happy at the vault door , barefoot , turning the tumblers with hands stuffed into his SNEAKERS . Grumpy walks in .Happy shrugs . Grips the WHEEL BOLT and SPINS it .Happy FREEZES . The wheel SPINS to a STOP - the vault DOOR CLUNKS OPEN - Happy GRABS for his weapon - SPINS to see Grumpy SHOOT . Grumpy steps over Happy into the vault .

Grumpy walks into the lobby , straining under several DUFFELS filled with cash . He DUMPS them . Looks at Bozo . LAUGHS .

Bozo walks back into the lobby with two more DUFFELS . Sets them down on an ENORMOUS PILE . Grumpy looks at it .Grumpy JABS his pistol in Bozo 's back . Takes his weapon .Bozo steps backwards . SMASH . Hostages SCREAM as the TAIL END OF A YELLOW SCHOOL BUS ROCKETS through the front of the bank , SLAMMING Grumpy into the teller 's window . Bozo picks up Grumpy 's weapon . Another clown OPENS the rear door of the bus . Bozo SHOOTS him . Then loads the bags onto the bus . The wounded Bank Manager watches him . In the distance : SIRENS .Bozo slowly shakes his head .Bozo turns back to the Bank Manager . Crouches over him .Bozo slides a GRENADE into the man 's mouth . A PURPLE THREAD is knotted around the pin .Bozo PULLS off his MASK . The Bank Manager GASPS . In the reflections of the glass DEBRIS behind the Bank Manager we see GLIMPSES of a SCARRED MOUTH and CLOWN MAKEUP . THE JOKER .The Bank Manager 's eyes go wide . The Joker rises , strolls towards the bus , the purple thread attached to the grenade pin UNRAVELING FROM THE PURPLE LINING of his jacket as he walks . The Joker climbs into the bus , SHUTS the rear door , TRAPPING THE PURPLE THREAD .

And by the way, the suit was n't cheap. You should know. You bought it.

A year ago these cops and lawyers would n't dare cross any of you. What happened? Did your balls drop off? See, a guy like me -

A guy like me. I know why you're holding your little group therapy session in broad daylight. I know why you're afraid to go out at night. Batman. He's shown Gotham your true colors. And Dent's just the beginning.

And as for his so - called plan - Batman has no jurisdiction. He'll find him and make him squeal.

Like my mother used to tell me - if you're good at something, never do it for free.

You do n't deal with this now, soon Gambol wo n't even be able to get a nickel for his grandma -

Wan na know how I got these scars? My father was a drinker and a fiend. He'd beat mommy right in front of me. One night he goes off crazier than usual, mommy gets the kitchen knife to defend herself. He does n't like that. Not. One. Bit.

So, me watching, he takes the knife to her, laughing while he does it. Turns to me and says ` why so serious?' Comes at me with the knife - ` why so serious?' Sticks the blade in my mouth - ` Let's put a smile on that face' and.

Now, our organization is small, but we've got a lot of potential for aggressive expansion. so which of you fine gentlemen would like to join our team?

Only one slot open right now - so we're going to have try - outs.

This is how crazy Batman's made Gotham. You want order in Gotham? Batman has to go. So.

Batman must take off his mask, and turn himself in. Every day he does n't. people will die. Starting tonight. I'm a man of my word.

And you are beautiful. You look nervous - it's the scars is n't it? Wan na know how I got them? I had a wife, beautiful like you. Who tells me I worry too much. Who says I need to smile more. Who gambles. And gets in deep with the sharks. One day they carve her face, and we've got no money for surgeries. She ca n't take it.

I just want to see her smile again. I just want her to know I do n't care about the scars. So I put a razor in my mouth and do this to myself. And you know what?

She leaves! See, now I see the funny side. Now I'm always smiling.

Me? I was right here. Who did you leave him with? Your people? Assuming, of course, that they are your people not Maroni's.

Does it make you feel responsible for Harvey Dent's current predicament?

Never start with the head. victim gets fuzzy. Ca n't feel the next -

You let five people die. Then you let Dent take your place. Even to a guy like me. that's cold -

Those mob fools want you gone so they can get back to the way things were. But I know the truth - there's no going back. You've changed things. Forever.

Kill you? I do n't want to kill you. What would I do without you? Go back to ripping off Mob dealers? No you.

Do n't talk like one of them - you're not, even if you'd like to be. To them you're a freak like me. they just need you right now.

Their morals, their code. it's a bad joke. Dropped at the first sign of trouble. They're only as good as the world allows them to be. You'll see - I'll show you. when the chips are down, these civilized people. they'll eat each other.

The only sensible way to live in this world is without rules. Tonight you're going to break your one rule.

There are just minutes left - so, you'll have to play my little game if you want to save.

For a while I thought you really were Dent, the way you threw yourself after her -

you choose one life over the other. Your friend, the district attorney. Or his blushing bride - to - be.

You have nothing. Nothing to threaten me with. Nothing to do with all your strength.

But do n't worry, I'm going to tell you where they are. Both of them, and that's the point - you'll have to choose.

You know why I use a knife, Detective? Guns are too quick. You do n't get to savor all the little emotions. See, in their last moments, people show you who they really are.

All you care about is money. This city deserves a better class of criminal, and I'm going to give it to them. This is my town now. Tell your men they work for me.

Cut him up and offer him to his little Princes. Let's show him just how loyal a hungry dog is.

I had a vision. Of a world without Batman. The mob ground out a little profit and the police tried to shut them down, one block at a time. and it was so. boring. I've had a change of heart. I do n't want Mr. Reese spoiling everything, but why should I have all the fun? Let's give someone else a chance.

If Coleman Reese is n't dead in sixty minutes, then I blow up a hospital. Of course, you could always kill yourself, Mr. Reese. But that would be the noble thing to do. And you're a lawyer.

When you and Rachel were being abducted I was sitting in Gordon's cage. I did n't rig those charges -

Do I really look like a guy with a plan, Harvey? I do n't have a plan. The mob has plans, the cops have plans. You know what I am, Harvey?

I'm a dog chasing cars. I would n't know what to do with one if I caught it. I just do things. I'm just the wrench in the gears. I hate plans. Yours, theirs, everyone's. Maroni has plans. Gordon has plans. Schemers trying to control their worlds. I'm not a schemer, I show the schemers how pathetic their attempts to control things really are. So when I say that you and your girlfriend was nothing personal, you know I'm telling the truth.

It's the schemers who put you where you are. You were a schemer. You had plans. Look where it got you. I just did what I do best - I took your plan, and I turned it on itself. Look what I've done to this city with a few drums of gas and a couple of bullets. Nobody panics when the expected people get killed. Nobody panics when things go according to plan, even if the plan is horrifying. If I tell the press that tomorrow a gangbanger will get shot, or a truckload of soldiers will be blown up, nobody panics. Because it's all part of the plan. But when I say that one little old mayor will die, everybody loses their minds! Introduce a little anarchy, you upset the established order and everything becomes chaos. I'm an agent of chaos. And you know the thing about chaos, Harvey?

You failed to kill the lawyer. I've got to get you off the bench and into the game. So, here it is.

Come nightfall, this city is mine, and anyone left here plays by my rules. If you do n't want to be in the game, get out now.

Through the magic of diesel fuel and ammonium nitrate, I'm ready right now to blow you all sky high. Anyone attempts to get off their boat, you all die.

But we're going to make things a little more interesting than that. Tonight, we're going to learn a little bit about ourselves.

There's no need for all of you to die. That would be a waste. So I've left you both a little present.

At midnight, I blow you all up. If, however, one of you presses the button, I'll let that boat live. You Choose. So who's it going to be - Harvey Dent's most wanted scumbag collection. or the sweet innocent civilians?

Oh, and you might want to decide quickly, because the people on the other boat may not be quite so noble.

Have to do everything yourself. I always have - and it's not always easy.

Just could n't let me go, could you? I guess this is what happens when an unstoppable force meets an immovable object. You truly are incorruptible, are n't you?

You wo n't kill me out of some misplaced sense of self - righteousness. and I wo n't kill you because you're too much fun. We're going to do this forever.

Maybe we can share it. They'll need to double up, the rate this city's inhabitants are losing their minds.

Till their spirit breaks completely. Until they find out what I did with the best of them. Until they get a good look at the real Harvey Dent, and all the heroic things he's done.

Then those criminals will be straight back onto the streets and Gotham will understand the true nature of heroism.

You did n't think I'd risk losing the battle for the soul of Gotham in a fist fight with you? You've got to have an ace in the hole. Mine's Harvey.

I took Gotham's white knight. And I brought him down to my level. It was n't hard - madness is like gravity. All it takes is a little push.

As the bus pulls out , the purple thread PULLS THE PIN - hostages scream and scurry away from the Bank Manager , who shakes with fear as , with a FIZZ , the grenade does not explode , but SPEWS RED SMOKE .

The School Bus pulls free of the Bank wall and pulls out onto the street , SLIDING INTO THE LINE OF IDENTICAL BUSES HEADING PAST THE BANK . The buses trundle past COP CARS racing up the street . and we -

A PATROLMAN looks up at the BAT - SIGNAL . Smiles . A DEALER standing beside a car spots the signal . Steps back .

What're you, superstitious? You got more chance of winning the powerball than running into him.

DETECTIVE RAMIREZ , female , rookie detective , 30 's , makes coffee , watching a news show on the television . ON SCREEN : The host , MIKE ENGEL , lays into the MAYOR .WUERTZ looks up , listless . Crumples up a paper .He throws the paper at the trash . It rebounds off a board headed ` BATMAN : SUSPECTS . ' Lined with pictures : Abraham Lincoln . Elvis . The Abominable Snowman .

Mr Mayor, you were elected on a campaign to clean up the city. when are you going to start?

Like this so - called Batman - a lot of people say he's doing some good that criminals are running scared. but I say NO. What kind of hero needs to wear a mask? You do n't let vigilantes run around breaking the law. where does it end? Yet, we hear rumors that instead of trying to arrest him the cops are using him to do their dirty work.

I'm told our men in the Major Crimes Unit are close to an arrest.

Police released video footage found concealed on the body. Sensitive viewers be aware : it is disturbing.

With no word from the Batman - even as they mourn Commissioner Loeb, these cops have to be wondering if the Joker is going to make good on his threat to kill the Mayor today.

he's a credible source - an A and M lawyer for a prestigious consultancy. He says he's waited as long as he can for the Batman to do the right thing.

Now he's taking matters into his own hands. We'll be live at five with the true identity of the Batman, stay with us.

Guy's got a point - Dent did n't want Batman to give himself up, is this the right thing to do?

And we wish him a speedy recovery. God knows we need him, now. Let's take another call -

549 criminals at once?! How did you convince Surrillo to hear this farce?

Even if you blow enough smoke to get convictions out of Surrillo, you'll set a new record at appeals for quickest kick in the ass.

The public likes you, Dent. That's the only reason this might fly. But that means it's on you. They're all coming after you, now. Not just the mob. politicians, journalists, cops - anyone whose wallet's about to get lighter. Are you up to it?

You better be. They get anything on you. those criminals will be back on the streets.

Wayne trails off as he spots something on the television : the Batman HANGING as from a NEWS CAMERA, framed by a graphic that reads ` BATMAN DEAD?'. Image cuts to Engel in the studio.

and as we recognize the sacrifice of these officers, we must remember that vigilance is the price of safety.

Go home, Gordon. The clown'll keep till morning. Get some rest - you're going to need it. Tomorrow, you take the big job.

The men you and Dent put away? Those are n't people I'm worried about.

Least there she's got someone round the clock. Unlike your wife.

That Joker card pinned to the body? Forensics found three sets of D.N.A.

The D.N.A. belongs to Judge Surrillo, Harvey Dent and Commissioner Loeb.

Us contaminate it? It's because of you that these guys are dead in the first place -

Listen carefully, there's no time. Jim needs you to pack up and get the kids in the car right away.

Barbara, those cops ca n't be trusted. Jim needs you away from them as soon as possible. I'll call them off for 10 minutes, you'll have to move fast -

I'm sorry - they got me early on. My mother's medical bills and my -

I took a little from them - once they've got you, they keep you. I'm sorry.

I swear to God, I did n't know what they were gon na do to you -

Ramirez comes out onto the roof . LIEUTENANT GORDON sits by a SEARCHLIGHT . She hands Gordon a cup of coffee .Gordon gets up . Looks into the sky at the bat - signal .

Often does n't. But I like reminding everybody that he's out there.

Put this out, by morning we can put a big top over central holding and sell tickets. What's he hiding under that makeup?

My detectives have been making drug buys with them for weeks. This bank was another drop for the mob. That makes five banks - we've found the bulk of their dirty cash.

Word is you've got a hell of a right cross. Shame Sal's going to walk.

Official policy is to arrest the vigilante known as Batman on sight.

If you have any concerns about. malfunctioning equipment. take them up with maintenance, counselor.

In this town, the fewer people know something, the safer the operation.

If I did n't work with cops you'd investigated while you were making your name at I.A. - I'd be working alone. I do n't get political points for being an idealist - I have to do the best I can with what I have.

You do n't have to sell me, Dent. We all know you're Gotham's white knight.

Yeah? All that was left in the vaults were the marked bills - they knew we were coming! As soon as your office got involved, there's a leak -

Do n't try to cloud the fact that clearly Maroni's got people in your office, Dent.

He ca n't go to County. I'll keep him here in the holding cells.

The Joker's telling us who he's targeting - get a unit to Surrillo's house, tell Wuertz to find Dent - get them both into protective custody. Where's the Commissioner?

We're secure. I want a floor - by - floor search of the entire building.

I'm sorry, sir. We believe the Joker has made a threat against your life.

Somebody with access to your house or office must've lifted a tissue or a glass.

That's brick - you're gon na try and take ballistics off a shattered bullet?

Whatever you're gon na do, do it fast, ` cos we know his next target.

Stand away! All of you. I do n't want anything for his mob lawyer to use, understand? Handle this guy like he's made of glass.

Nothing. No matches on prints, DNA, dental. Clothing is custom, no labels. Nothing in his pockets but knives and lint. No name, no other alias. nothing.

If we're going to play games, I'm going to need a cup of coffee.

The Joker planned to be caught. He wanted me to lock him up in M.C.U.

The Doctor says you're in agonizing pain but you wo n't accept medication. That you're refusing skin grafts -

I. I know you tried to warn me. I'm sorry. Wuertz picked you up - was he working for them?

You should have thought of that before you let the clown out of the box.

Call in every officer - tell them to head to their nearest hospital and start evac and search. Call the transit authority, school board, prisons - get every available bus down to a hospital - the priority is Gotham General - wheel everybody out of that place right now - my hunch is that's where the bomb is.

You must know how many were inside - you've got patient lists, roll calls -

My officers are going over every inch of the tunnels and bridges, but with the Joker's threat they're not and option.

Backed up for hours. Which leaves the ferries with thirty thousand waiting to board. Plus, corrections are at capacity, so I want to use a ferry to take some prisoners off the island.

You should be - they're the people you least want to be stuck with in an emergency. Whatever the Joker's planning, it's a good bet that Harvey's prisoners might be involved. I want'em out of here.

It's a shooting gallery. Why'd he choose a spot with such big windows?

What's simple, is that every second we do n't take him, those people on the ferries get closer to blowing each other up!

Then he'll blow them both up! There's no time - we have to go in now -

Dent's in there with them. We have to save Dent! I have to save Dent!

I'm sorry, Harvey. For everything. But, please. Please do n't hurt him.

All they know is there's a situation. They do n't know who, or what. They're just creating a perimeter.

No one needs to escape, because no one's done anything wrong. And nobody has to.

You're right, Harvey. Rachel's death Was my fault. But punish me -

Harvey's prosecution, everything he fought for, everything Rachel died for. Undone. Whatever chance Gotham had of fixing itself. whatever chance you gave us of fixing our city. dies with Harvey's reputation. We bet it all on him. The Joker took the best of us and tore him down. People will lose all hope.

a hero. Not the hero we deserved - the hero we needed. Nothing less than a knight. Shining.

he's the hero Gotham deserves. but not the one it needs right now. So we'll hunt him, because he can take it. Because he's not our hero.

Two black SUV 's pull onto the top floor . A large man emerges - the CHECHEN . A BODYGUARD points at the sky . The Chechen peers up at the BAT - SIGNAL . Shrugs .BODYGUARD 2 opens the back door - three enormous ROTWEILERS emerge , GROWLING . The Chechen crouches , KISSING the dogs .The Chechen moves to the second SUV , reaches in and DRAGS out a skinny , wild - eyed JUNKIE by his hair .The Chechen drags the Junkie towards a battered white van . The van 's REAR DOORS OPEN . two armed THUGS emerge , carrying BARRELS . a third hovers in the dark interior .The figure emerges : SCARECROW . Wearing his mask .The Chechen frowns . THE DOGS START BARKING .A BURLY THUG at the periphery is suddenly SUCKED into the darkness . In his place a shadow straightens , revealing POINTED BAT - EARS against the glittering skyline .A BODYGUARD to the side DISAPPEARS with a scream , and a SECOND BAT - SHADOW appears . The Chechen looks taken aback . Three more BAT - SHADOWS appear . even the dogs stop growling . BOOM ! A hole appears in the SUV next to the Chechen . The first bat - shadow steps into the light carrying a SHOTGUN . CHAOS as men scatter and the rooftop erupts in GUNFIRE . The Chechen TURNS as he hears one of his men SCREAM .A Bodyguard releases the DOGS - they RACE , SALIVATING , into the darkness . The Dogs RACE towards a Bat - Shadow - the first dog LEAPS , gets its JAWS around the Bat - Shadow 's throat . Scarecrow ducks behind the van - holes PUNCHED in the side by shotgun blasts right behind him . He starts to climb into the driver 's seat - The muzzle of a shotgun is pressed to the back of his head - a bat - shadow is behind him - he SPRAYS him with FEAR TOXIN - the bat - shadow collapses to the ground , SCREAMING . The Chechen , cowering from gunfire , looks down at him .A HUGE BLACK SHAPE SLAMS down onto a row of parked cars . The BATMOBILE .The Chechen 's men BLAST away at the front of the car : the bullets SPARK off its monstrous surface harmlessly .

The Batman's invisible to you fools. but my little princes. they can find human meat in complete darkness.

I told your man my compound would take you places. I never said they'd be places you wanted to go.

If you do n't like what I have to offer, buy from someone else. Assuming Batman left anyone else to buy from.

Come on, sonofbitch - my dogs are hungry, pity there's only one of you.

But you do, Brian. You really do. You think the Batman's helped Gotham?

Mr. Fox? Security is showing a break - in at the R and D department.

The cockpit is EMPTY . One of the screens reads `` LOITER '' . The shooting STOPS . The screen switches to `` INTIMIDATE ''

The men STARE at the Batmobile for a quiet moment . BOOM ! The Batmobile CANNONS blast cars all around the men - A bat - shadow lines up his shotgun on a running bodyguard - CLUNK - a BLACK GAUNTLET grasps the barrel and BENDS it upwards with a HOWL of tortured steel - the bat - shadow looks into the face of the Batman . The REAL BATMAN . The Bat - shadow STUMBLES BACKWARDS in terror , leaving the bent shotgun in Batman 's hand . Batman OPENS his hand , revealing a PNEUMATIC MANGLE hidden in his palm - Batman bears down on the dogs mauling another bat - shadow - DRAWS his GRAPPLING GUN and SHOOTS his grapple into the fake Batman 's leg and RIPS him from the dogs , one dog HANGING ON as Batman pulls the unconscious man away . the Chechen RUNS down the ramp towards the exit . As Batman KICKS the dog off the fake Batman - the Chechen gets into his SUV - another dog LOCKS ITS JAWS around Batman 's forearm , RIPPING , TEARING - Batman SWINGS THE DOG OVER HIS HEAD - SMASHES it against the ground - its jaws OPEN . Batman rises , an engine RACES behind him - he ca n't turn in time - BLAM - he 's SLAMMED sideways by the speeding van .

Scarecrow , driving , NODS at him and hits the gas . Batman raises his hand , revealing his jointed mangle and pistons . The mangle STRAIGHTENS and ROTATES from his palm to the knife edge of his opened hand . Batman CHOPS straight through the windshield - pulls his hand out and CHOPS again - the mangle gets STUCK - Scarecrow steers towards a column .

Batman ca n't free himself - he turns a dial on his forearm piston - EXPLOSIVE BOLTS blow , freeing his gauntlet from the mangle - he ROLLS free of the van as it SCRAPES the column and barrels down the circular exit ramp . Batman rises . A phony batman lying on the ground watches as Batman climbs up to the edge of the ten - story corkscrew ramp and stands there , waiting for something . After a moment he JUMPS . and falls . ten stories . He 's about to hit the exit ramp - the van appears - his cape POPS OPEN - he SLAMS into the roof , CRUSHING the cab .

The Chechen 's men are lined up against the wall , bound with zip - ties . So are the fake batmen . Batman DUMPS Scarecrow next to the three `` Batmen '' , RIPS his mask off .Batman silences Scarecrow with his boot . Turns to `` Batman ''Batman moves towards the Batmobile .Batman gets into the Batmobile .As the Canopy hisses shut -The `` Batman '' looks down at his makeshift costume as the Batmobile ROARS past .

What gives you the right?! What's the difference between you and me?!

I need ten minutes with the scene before your men contaminate it.

His name's Schiff, Thomas. He's a paranoid schizophrenic, a former patient at Arkham. The kind of mind the Joker attracts.

You're the symbol of hope that I could never be. Your stand against organized crime is the first legitimate ray of light in Gotham for decades. If anyone saw this, everything would be undone - all the criminals you got off the streets would be released. And Jim Gordon will have died for nothing.

No one else will die because of me. Gotham is in your hands, now.

The database is null - key encrypted. It can only be accessed by one person.

If he talks within range of any phone in the city, you'll be able to triangulate his position.

What were you hoping to prove? That deep down, we're all as ugly as you?

This city just showed you it's full of people ready to believe in good.

What happened to Rachel was n't chance. We decided to act. We three. We knew the risks and we acted as one. We are all responsible for the consequences.

Because you were the best of us. He wanted to prove that even someone as good as you could fall.

But you're fooling yourself if you think you're letting chance decide. You're the one pointing the gun, Harvey. So point it at the people who were responsible. We all acted as one. Gordon. Me. And you.

You either die a hero or live long enough to see yourself become the villain. I can do those things because I'm not a hero, like Dent. I killed those people. That's what I can be.

LIEUTENANT GORDON ducks the barrage of SHOUTED QUESTIONS from press and picks his way into the lobby of the bank .

FORENSIC SPECIALISTS work the room . Ramirez hands Gordon PRINTS - indicates the surveillance cameras .Gordon looks at the grainy blow - up of THE JOKER 'S FACE : sweating clown makeup plastered thick around the mouth .Gordon approaches a FORENSIC PHOTOGRAPHER shooting Grumpy 's body . Gordon crouches to look at his clown mask . Batman steps from the shadows . Gordon nods at Ramirez .The Forensic team and Ramirez leave . Gordon hands Batman the blow - up of the Joker .Batman pulls a DEVICE from his belt - moves to the bundles of cash scattered near the clown 's body . The device PINGS . Batman picks up a BUNDLE . Hands it to Gordon .Gordon waves the photo .Gordon holds up the bundle of banknotes .Gordon bags the cash .But Batman is already gone .

Alfred walks past soaring downtown views as he carries a breakfast tray through the vast , empty penthouse . He stops , looking at a still - made bed . Alfred sighs , turns .

Alfred gets out of the Rolls carrying a thermos . He walks towards a RAILWAY BRIDGE , stops at a FREIGHT CONTAINER sitting , lopsided , on blocks . Alfred unlocks the RUSTY PADLOCK AND CHAIN . Steps inside .

Alfred FUMBLES in the dark - bangs his elbow - A HISS as the FLOOR LOWERS . Alfred sinks down into .

The container floor lowers on a giant PISTON . Alfred steps off into a large , LOW - CEILINGED CONCRETE CHAMBER . The Batmobile sits in the middle . Machines - 3D printers , power tools - dot the high - tech space . At one end , Wayne sits at a bank of monitors watching CCTV footage of the bank robbery .Alfred places a cup of coffee in front of Wayne , who is STITCHING up a cut on his arm .Wayne indicates a monitor : a handsome MAN in a suit .Alfred looks at other images - the D.A. at a meeting . Campaigning . Helping someone out of a cab : RACHEL .Alfred bites the thread . Examines his stitches . Looks at the SCARS criss - crossing Wayne 's shoulders .

Be nice when Wayne Manor's rebuilt and you can swap not sleeping in a penthouse for not sleeping in a mansion.

A big dog. There were more copycats last night, Alfred. With guns.

This was n't exactly what I had in mind when I said I wanted to inspire people.

I know. But things are improving. Look at the new District Attorney.

I found one. In Arizona. Very nice man says it will take him a week to get it running. And he takes cash. What about a flight crew?

If you can tell me the Russian for ` apply your own bloody suntan lotion.'

I assumed it was your usual reason for socialising beyond myself and the scum of Gotham's underbelly : to try and impress Miss Dawes.

You crossed it first, sir. You've hammered them, squeezed them to the point of desperation. And now, in their desperation they've turned to a man they do n't fully understand.

Respectfully, Master Wayne, perhaps this is a man you do n't fully understand, either.

I was in Burma. A long time ago. My friends and I were working for the local government. They were trying to buy the loyalty of tribal leaders, bribing them with precious stones. But their caravans were being raided in a forest north of Rangoon by a bandit. We were asked to take care of the problem, so we started looking for the stones But after six months, we could n't find anyone who had traded with him.

One day I found a child playing with a ruby as big as a tangerine.

Because he thought it was good sport. Because some men are n't looking for anything logical, like money. they ca n't be bought, bullied, reasoned or negotiated with.

Got one. Melvin White, aggravated assault, moved to Arkham twice - 1502 Randolph Apartments, just off State -

Endure, Master Wayne. Take it. They'll hate you for it, but that's the point of Batman. he can be the outcast. He can make the choice no one else can face. The right choice.

Perhaps both Bruce and Mr. Dent believe that Batman stands for something more important than a terrorist's whims, Miss Dawes, even if everyone hates him for it.

You have inspired good. But you spat in the face of Gotham's criminals - did n't you think there might be casualties? Things were always going to have to get worse before they got better.

Nothing on them. No immediate family members admitted to a Gotham hospital.

The Palisades? Sure. You know, as our new D.A. you might want to figure out where your jurisdiction ends.

I do n't think you understand. One fundraiser with my pals, you'll never need another cent.

South Korean smugglers. They run flights into Pyongyang, below radar the whole way. Did you think of an alibi?

Rachel Dawes - my oldest friend. When she told me she was dating Harvey Dent, I had one thing to say. the guy from those god - awful campaign commercials?

II Believe in Harvey Dent.' Nice slogan, Harvey. Certainly caught Rachel's attention. But then I started paying attention to Harvey, and all he's been doing as our new D.A., and you know what? I believe in Harvey Dent. On his watch, Gotham can feel a little safer. A little more optimistic. So get out your checkbooks and let's make sure that he stays right where all of Gotham wants him.

All except Gotham's criminals, of course. To the face of Gotham's bright future - Harvey Dent.

The day you once told me about, the day when Gotham no longer needs Batman. It's coming.

It's happening now - Harvey is that hero. He locked up half the city's criminals, and he did it without wearing a mask. Gotham needs a hero with a face.

Targeting me wo n't get their money back. I knew the mob would n't go down without a fight, but this is different. They've crossed a line.

Criminals are n't complicated, Alfred. We just have to figure out what he's after.

I've run it through all the databases and came up with four possibles.

Perhaps not. But I've got enough blood on my hands. I've seen, now, what I would have to become to stop men like him.

Today I've found out what Batman ca n't do. He ca n't endure this.

Accomplice? I'm going to tell them the whole thing was your idea.

Did I bring this on us? On her? I thought I would inspire good, not madness -

Gotham needs its hero. And I let the Joker blow him half to hell -

She was going to wait for me. Dent does n't know. He can never know.

I need you plugged in, checking Gordon's men and their families.

There's at least one I do n't know - send the information to Gordon -

HARVEY DENT bursts into the courtroom . Assistant D.A. RACHEL DAWES , look up , ANNOYED .Rachel leans in to Dent , speaking under her breath .Dent pulls a large silver dollar out of his pocket . Grins .Dent FLIPS . Shows it to Rachel - heads .Dent looks across at the defendant - SAL MARONI .The BAILIFFS lead a THIN MAN into the witness box . ROSSI .

Well, then, fair's fair : heads, I'll take it. Tails, he's all yours.

My father's lucky coin. As I recall, it got me my first date with you.

I'm serious, Harvey, you do n't leave things like this to chance.

I thought the DA just played golf with the Mayor, things like that.

Tee - off's 1:30. More than enough time to put you away for life, Sally.

With Carmine Falcone in Arkham, someone must've stepped up to run the so - called family.

I've got a sworn statement from you that this man, Salvatore Maroni, is the new head of the Falcone crime family.

Ceramic 28 caliber. Made in China. If you want to kill a public servant, Mr. Maroni, I recommend you buy American.

Well, good thing about the mob is they keep giving you second chances.

Lightly irradiated bills. Fancy stuff for a city cop. Have help?

I've put every known money launderer in Gotham behind bars. But the mob is still getting its money out. I think you and your `` friend'' have found the last game in town and you're trying to hit'em where it hurts : their wallets. Bold. You gon na count me in?

Gordon, I do n't like that you've got your own special unit, and I do n't like that it's full of cops I investigated at internal affairs.

You want me to back warrants for search and seizure on five banks without telling me who we're after?

Well, that's a start. I'll get you your warrants. But I want your trust.

It took three weeks to get a reservation and I had to tell them I worked for the government.

We did. All of us who stood by and let scum take control of our city.

When their enemies were at the gate, the Romans would suspend democracy and appoint one man to protect the city. It was n't considered an honor. It was considered public service.

Well, I guess you either die a hero or you live long enough to see yourself become the villain. Look, whoever the Batman is, he does n't want to spend the rest of his life doing this. How could he? Batman's looking for someone to take up his mantle.

If I were sneaking out every night someone would've noticed by now.

That's nice of you, Bruce, but I'm not up for reelection for three years. That stuff wo n't start for -

Lau's halfway to Hong Kong - if you'd asked, I could have taken his passport - I told you to keep me in the loop.

My office?! You're sitting down here with scum like Wuertz and Ramirez.

Oh, yeah, Gordon - I almost had your rookie cold on a racketeering beef.

We need Lau back, but the Chinese wo n't extradite a national under any circumstances.

I've got it. RICO. If their money was pooled we can charge all of them as one criminal conspiracy.

In a RICO case if we can charge any of the conspirators with a felony -

She shares my enthusiasm for justice. After all, she is a judge.

It wo n't matter. The head guys make bail, sure. but the mid - level guys, they ca n't, and they ca n't afford to be off the streets long enough for trial and appeal. They'll cut deals that include some jail time. Think of all you could do with 18 months of clean streets.

Rachel talks about you all the time. You've known her her whole life?

You can throw a party, Wayne, I'll give you that. Thanks again. Mind if I borrow Rachel?

Compared to this, the mob does n't scare me. Although, I will say : them gunning for you makes you see things clearly.

Yeah. It makes you think about what you could n't stand losing. And who you want to spend the rest of your life with.

You're due in court - I need you alive long enough to get you on the record.

Refuse to cooperate on the stand - you wo n't be coming back here - you'll go to county. How long do you calculate you'll last in there?

Rachel, I ca n't let anything happen to you. I love you too much. Is there someone, anyone in this city we can trust?

Okay. Go straight there. Do n't tell anyone where you're going. I'll find you there.

Heads - you get to keep your head. Tails. not so lucky. So, you want to tell me about the Joker?

The Joker killed Gordon - and, and Loeb. He's going to kill Rachel.

Ladies and Gentlemen, thank you for coming. I've called this press conference for two reasons. Firstly, to assure the citizens of Gotham that everything that can be done over the Joker killing is being done. Secondly, because the Batman has offered to turn himself in -

But first. Let's consider the situation : should we give in to this terrorist's demands? Do we really think that -

But that's not why we're demanding he turn himself in. We're doing it because we're scared. We've been happy to let Batman clean up our Streets for us until now -

Yes. They are. But the night is darkest just before the dawn. And I promise you, the dawn is coming.

One day, the Batman will have to answer for the laws he's broken - but to us, not to this madman.

That's the sacrifice he's making - to not be a hero. To be something more.

They're transferring me to central holding. This is the Joker's chance, and when he attacks, Batman will take him down.

Thanks, detective - I've got a date with a pretty upset fiancée.

Remember the name you all had for me when I was at Internal Affairs? What was it, Gordon?

You, of all people, are gon na protect the other traitor in Gordon's unit?

The Joker's just a mad dog. I want whoever let him off the leash.

I took care of Wuertz, but who was your other man inside Gordon's unit? Who picked up Rachel? It must've been someone she trusted.

` What they were gon na do'? You're the second cop to say that to me. What, exactly, did you think they were going to do?

This is where they brought her, Gordon. After your people handed her over. This is where they bound her. This is where she suffered. This is where she died.

If you'd listened to me - if you'd stood up against corruption instead of doing your deal with the devil.

You would n't dare try to justify yourself if you knew what I'd lost. Have you ever had to talk to the person you love most, wondering if you're about to listen to them die? You ever had to lie to that person? Tell them it's going to be all right, when you know it's not? Well, you're about to find out what that feels like. Then you'll be able to look me in the eye and tell me you're sorry.

You thought we could be decent men in an indecent world. You thought we could lead by example. You thought the rules could be bent but not break. you were wrong. The world is cruel.

And the only morality in a cruel world is chance. Unbiased. Unprejudiced. Fair.

I'm about to. Tell your son it's going to be all right, Gordon. Lie. Like I lied.

We'll never link the gun to Maroni, so we ca n't charge him, but I'll tell you one thing - the fact they tried to kill you means we're getting to them.

Harvey, you're Gotham's D.A. - if you're not getting shot at, you're not doing your job.

` Course if you said you were rattled we could take the rest of the day.

And the last man they asked to protect the republic was named Caesar. He never gave up that power.

You mean when they hear that you've helped us they're going to kill you?

No, I'm just assuming your client's cooperation with this investigation. As will everyone.

You were a glorified accountant - what could you have on all of them that we could charge?

Mr. Lau, do you have details of this communal fund? Ledgers, notebooks?

Once you've testified in open court. So with your clients locked up, what happens to all that money?

Now I've seen it all : Harvey Dent, scourge of the underworld, scared stiff by the trust fund brigade.

Harvey may not know you well enough to understand when you're making fun of him. But I do.

Where you should be - at Major Crimes trying to sort through all the -

Trust me, Harvey, Bruce's penthouse is now the safest place in the city.

Well, you're right about one thing - letting Harvey take the fall is not heroic.

You know Bruce best, Alfred. give it to him when the time is right.

He's using you as bait - but he does n't know if he can get the Joker - he's failed so far.

I just do, okay? Harvey, this is n't just about you, what about all the people counting on you to turn this city around? Tell everyone the truth -

This is your life. you do n't leave something like this to chance.

They said only one of us was going to make it. That they'd let our.

I do n't want to live without you. Because I do have an answer, and my answer is yes.

When I told you that if Gotham no longer needed Batman we could be together, I meant it.

when you no longer need Batman. I hope it does, and if it does I will be there.

Two - bit whack - job wears a cheap purple suit and make - up. He's not the problem - he's a nobody.

You sure you want to embarrass me in front of my friends, Lieutenant?

From one professional to another - if you're trying to scare someone, pick a better spot. From this height the fall would n't kill me.

No one's gon na tell you anything - they're wise to your act - you got rules. the Joker, he's got no rules. No one's gon na cross him for you. You want this guy, you got one way. And you already know what that is. Just take off that mask and let him come find you.

Or you want to let a couple more people get killed while you make up your mind?

Take it up with the Joker. He killed your woman. Made you. like this.

Rossi takes a SIP of water . Dent works the room .Dent turns to Maroni , who is poker - faced . Dent smiles .Dent 's smile disappears . He turns back to Rossi .LAUGHS from the gallery . Dent turns to the JUDGE .Rossi JUMPS UP , points a GUN at Dent 's face . SCREAMS from the gallery . Rossi PULLS the TRIGGER - the gun MISFIRES with a POP . Dent steps forward , grabs the GUN - DECKS Rossi with a RIGHT CROSS - unloads the GUN and sets it down in front of Maroni .Everyone STARES , open - mouthed , as Dent adjusts his tie . The Bailiffs are wrestling Rossi from the box -

Rachel , excited , leads Dent through the lobby .Rachel turns to Dent . Smooths his lapels .

Gordon stands as Dent enters . The two men shake .Dent picks up a bundle of bills from the heist .Dent tosses the bills back onto his desk . Annoyed .Dent looks at Gordon . Considering how to proceed .Gordon smiles .

LUCIUS FOX , CEO of Wayne Enterprises , and the board listen to LAU , 40s , CEO of L.S.I. Holdings .The Chinese look to the head of the table : Wayne , ASLEEP .

In China L.S.I. Holdings stands for dynamic new growth. A joint Chinese venture with Wayne Enterprises will be a powerhouse.

Well, Mr. Lau, I speak for the rest of the board, and Mr. Wayne, in expressing our own excitement.

It's OK, Mr. Fox. Everyone knows who really runs Wayne Enterprises.

Gentlemen, please. As you're all aware, one of our deposits was stolen. A relatively small amount : 68 million.

Thanks to Mr. Maroni's well - placed sources we know that police have indeed identified our banks using marked bills and are planning to seize your funds today -

With the investigation ongoing, none of you can risk hanging on to your own proceeds. And since the enthusiastic new D.A. has put all my competitors out of business, I'm your only option.

Obviously, no one can know but me. If the police were to gain leverage over one of you everyone's money would be at stake.

As the money is moved I go to Hong Kong. Far from Dent's jurisdiction. And the Chinese will not extradite one of their own.

I must apologize for leaving Gotham in the middle of our negotiations. This misunderstanding with the Gotham police force. I could n't let such a thing threaten my company. A businessman of your stature will understand. But with you here. we can continue.

I wo n't give you the money, but I'll give you my clients. All of them.

I'm good with calculation - I handled all their investments. One big pot.

No way. You ca n't protect me - you ca n't even protect yourselves.

We'll be in touch as soon as our people have wrapped up the diligence.

You worry about the diligence, Mr. Reese. I'll worry about Bruce Wayne.

Do it again. Would n't want the trust fund to run out, would we?

This joint venture was your idea, and the consultants love it, but I'm not convinced. L.S.I.'s grown 8 percent annually, like clockwork. They must have a revenue stream that's off the books. Maybe even illegal.

Our Chinese friend left town before I could tell him the deal is off.

For high altitude jumps, you need oxygen and stabilizers. I must say - compared to your usual requests, jumping out of an airplane is pretty straightforward.

I do n't think I have anything here. The CIA had a program in the'60s for getting their people out of hot spots. Called Sky Hook. Now -

Hardened kevlar plates on a titanium - dipped fiber tri - weave for flexibility.

Now, there's a trade - off. the spread of the plates gives you weak spots. You'll be more vulnerable to gunfire and knives.

Well, it was good of you to bring me out here in such style, Mr. Lau. But I've actually come.

Sorry. Forgot I had it. So, I've come to explain why we're going to have to put our deal on hold.

We ca n't afford to be seen to do business with. well, whatever it is you're accused of being. A businessman of your stature will understand.

Well, I do love Chinese food. And Mr. Wayne did n't want you to think we'd been deliberately wasting your time.

That's very good - `` accidentally.'' Very good. I'll be sure and tell Mr. Wayne that he was wrong about you not having a sense of humor.

I had R and D work it up - it sends out high frequencies and records the response time to map an environment.

Let me get this straight. You think that your client, one of the wealthiest and most powerful men in the world, is secretly a vigilante who spends his nights beating criminals to a pulp with his bare hands.

Beautiful. Unethical. Dangerous. You've turned every phone in the city into a microphone.

Like the phone I gave you in Hong Kong. You took my sonar concept and applied it to everybody's phone in the City. With half the city feeding you sonar you can image all of Gotham.

Fox shows Lau to the elevator . He 's joined by , REESE , 30s , an ambitious M and A consultant lawyer .The elevator doors close . Reese frowns .Fox heads for his office , Reese in tow .

Sir, I know Mr. Wayne's curious how his trust fund gets replenished but frankly. it's embarrassing.

You asked me to do the diligence on the L.S.I. Holdings deal again. I found irregularities.

Not with their numbers. With yours. A whole division of Wayne Industries disappeared, overnight. So I went down to the archives and started pulling old files.

My kids love the Batman. I thought he was pretty cool, too. Out there, kicking some ass.

Changes things when you know it's just a rich kid playing dress up.

Your project. Do n't tell me you did n't recognize your baby pancaking cop cars on the evening news. Now you're getting sloppy. Applied Sciences was a small, dead department - who'd notice? But now you've got the entire R and D department burning cash, claiming it's related to cell phones for the army. What are you building him now? A rocket ship? I want ten million a year. For the rest of my life.

Wayne is standing by the window .Fox looks at Wayne . Wry .Wayne pulls some diagrams . Fox looks them over .

Rachel and Dent at a table . Dent looks a little intimidated by the surroundings .Rachel smiles . Then , over Dent 's shoulder , she sees Wayne enter , accompanied by a beautiful woman .An extra table arrives .

No, come on - how could you want to raise children in a city like this?

I'm talking about the kind of city that idolizes a masked vigilante.

Gotham needs heroes like you - elected officials, not a man who thinks he's above the law.

They finish up dinner .Rachel gives Dent a withering look .Wayne watches Dent . Sees his passion .Natascha reaches up and covers the top half of Dent 's face .Dent takes Rachel 's hand . Rachel glances at Wayne . Awkward .

The Chechen walks through a METAL DETECTOR manned by two CHINESE . A lean , African - American man , 50 's , is being wanded . This is GAMBOL . He nods at the Chechen , wary .

Gotham 's most notorious GANGSTERS . A door opens , and two BURLY CHINESE enter , carrying a TV . They set it down on the end of the table .The screen flickers to life : Lau . The room ERUPTS .Murmurs of surprise .Everyone starts SHOUTING at once .

Gordon sits in a SWAT van outside a bank . Stephens is outside another . Ramirez a third . SWAT teams CHECK WEAPONS and prepare move .

Lau waits for the noise to subside .From the back of the room comes LAUGHTER . It grows and grows , until it fills the room . All eyes turn : The Joker . Sweaty clown makeup obscuring the AWFUL SCARS which widen his mouth into a PERMANENT , GHOULISH SMILE .The Joker pulls out a freshly sharpened pencil .The Joker SLAMS the pencil into the table , leaving it UPRIGHT .Gambol nods . His BODYGUARD MOVES at the Joker - who SIDESTEPS - GRIPS his head - SLAMS it , FACE DOWN , onto the table . The Bodyguard goes LIMP and slides off of the table . The PENCIL is gone . MAGIC . The Joker BOWS . Grins at Gambol .Gambol STANDS , furious . The Chechen stops him .The Joker nods his thanks . Rises .Laughs . Which the Joker tries to ignore .Jeers . Laughter .Laughter . The Joker shrugs . Rises .Gambol gets up , MOVING at the Joker , who casually opens his coat , revealing EXPLOSIVES wired to his chest . Gambol stops .Gambol stares at the Joker . Hard .The Joker shrugs . Turns to the assembled .The Joker strolls out . Maroni turns to Lau .

Give me one reason I should n't have my boy here pull your head off.

You think you can steal from us and just walk away? I'm putting the word out - 5 hundred grand for this clown dead. A million alive, so I get to teach him some manners, first.

Gordon hurries up the steps to a bank . SWAT teams rush the various banks .

A CHINESE MAN finishes loading a TRACTOR TRAILER with cash boxes . The truck pulls out into a CONVOY .

The shot of Lau on the TV widens .He is already on his private jet . IN THE SKY : THE BAT SIGNAL .

Batman emerges from the shadows . The man next to the glowing spotlight turns : DENT .Gordon BURSTS onto the rooftop , weapon drawn . Sees Dent .Dent turns to Batman .Batman is gone . Dent looks around , startled . Gordon smirks .

Fox gets up from behind his desk .Fox opens the door to a private elevator .

Fox leads Wayne off the elevator and into the vast space .Lucius stops at a cabinet , pulls open a drawer and hauls out an oxygen tank and ribbed rubber hosing .He shuts the drawer . Moves off , thinking .Fox opens a cabinet to reveal COMPONENTS OF A NEW BAT - SUIT . ARMORED PLATING secured to mesh . Wayne lifts an arm .Wayne examines DOUBLE BLADE SCALLOPS on the gauntlet .Wayne flinches as the BLADES FIRE , SPINNING LIKE THROWING STARS , NARROWLY MISSING his ear , embedding themselves in a filing cabinet . Fox looks at him .Fox picks up the chest , demonstrating its flexibility .Fox looks at him quizzically .

Wayne examines a parachute harness . Alfred unfolds a diagram of a NAVY CARGO PLANE with a giant `` V '' mounted on the front .Alfred looks quite pleased with himself .

Rachel and Dent arrive to find the box office SHUTTERED . A sign : ` PERFORMANCE CANCELED . ' A newspaper story is taped to the glass . Over a picture of BRUCE WAYNE ON A YACHT : LOVE BOAT - Billionaire absconds with entire Moscow ballet .

Alfred , picks his way over twelve SUNBATHING BALLERINAS . Wayne looks up from a newspaper . Alfred points to a SEAPLANE gently touching down across the bay .A Ballerina rolls over - waves the suntan lotion at Alfred .Wayne tosses a large , waterproof kit bag into the water and JUMPS in after it . Begins swimming over to the sea - plane .

Gambol racks up . A bodyguard steps into the room .Gambol looks to the back - three rough customers are waiting .They 've come for the reward .The bodyguards FLOP a BODY wrapped in garbage bags onto the table . The BOUNTY HUNTERS wait in the corner . Gambol pulls back one of the garbage bags , revealing the Joker 's bloodied face . Gambol spits . Turns to face the bounty hunters .Behind Gambol , the Joker SITS UP - THRUSTS knives into the bodyguards ' chests . Gambol spins to see a crazy grin on the Joker 's spit - dribbled face -The Joker gets a switchblade in Gambol 's mouth - SHARP METAL PULLING THE CHEEK TAUT . The Bounty Hunters subdue the remaining bodyguards .The Joker TUGS Gambols cheek with the blade .The Joker looks up at the ASHEN FACES of the remaining Body Guards . Smiles .The Joker FLICKS his wrist - the Body Guards flinch as Gambol goes down . The Joker turns to them .The three bodyguards all nod . The Joker SNAPS a pool cue .The Joker drops the broken cue in the middle of the men .The men stare at each other . Then at the jagged pool cue .

A HELICOPTER touches down on one of the hotel 's twin helipads . Two L.S.I. VPs approach , heads ducked . Fox gets out - they shake hands , shouting over the engine -

Welcome to Hong Kong, Mr. Fox! Mr. Lau regrets he is unable to meet you in person. But with his current legal difficulties!

I'm afraid for security reasons I have to ask for your mobile phone.

The VPs usher Fox towards security .Lucius hands his phone to a SECURITY GUARD , who puts the phone in a box underneath his station .

Fox and Lau eat lunch in a dining room overlooking the city .A CELL PHONE rings . Fox pulls out a second , identical , phone . Fox presses the off switch and places the phone by his plate .Lau stares at Fox . Clearly furious . Fox smiles .Lau gets up . Silent . Fox retrieves his phone . Stands .

Lucius walks back through security . Nods at the VP , who bows , offering Lucius his cell phone . Lucius shakes his head , holds up the IDENTICAL PHONE . The VP smiles , nods , puts the phone back into the tray with several others .

Two SMUGGLERS steal glances at Wayne , crouched at the rear in balaclava and flight suit . The COPILOT signals Wayne , who pulls on his oxygen mask and stands up . The rear of the plane OPENS . Wayne steps to the edge , then JUMPS .

Moving across the water towards Hong Kong harbor . tiny figure DROPS into frame , PLUMMETING towards the water - SPEEDING past the highest floors of skyscrapers , seconds from impact . Wayne PULLS the chute - DROPS into the water .

Wayne stops halfway up the crowded commuter escalator . He takes a camera and lines up a shot like any tourist .Wayne turns to find Fox standing there , street map out .Fox shows Wayne the phone . The display : a 3 - D map of Lau 's office suite . Wayne takes the phone , impressed .Wayne nods , moves away .

Moving towards the tallest building in the glittering skyline to find Wayne , crouched on the roof . The blades of his gauntlets CLICK into place . He dons the helmet - like cowl . His `` cape '' is in the form of a hard faceted PACK . He stands - pulls two black boxes from his belt , CLICKS them together and UNFOLDS them into a RIFLE - LIKE DEVICE . Batman SCOPES a second , lower building . Adjust a setting and FIRES - four times . Four small STICKY BOMBS SLAP onto the glass of the lower building . They have visible timers which are COUNTING DOWN .

Lucius ' cell phone GLOWS in the box under the Security Guard 's desk . CHARACTERS race across the screen . Then the monitor FLICKERS off , the lights DIM and all of the security doors in the front of the building OPEN at once . The Guard grabs his radio - CALLS FOR HELP .

Batman LAUNCHES into the glittering night , DROPPING from the tall tower . his pack BURSTS OPEN , becoming his BAT WINGS - he GLIDES down to the lower building , STREAKING around it , BANKING HARD to line up with a window in the rear .

Lau is talking on the phone , staring at a profit projection on a flat screen monitor . Suddenly the room goes dark .

As Batman HURTLES towards the glass he COLLAPSES his wings , WRAPPING his cape around himself and CANNONBALLING THROUGH THE GLASS -

Lau steps into the hallway . His BODYGUARDS are waiting for him , carrying FLASHLIGHTS .They head for the stairwell .

A small ARMY of Hong Kong police lead by a HONG KONG DETECTIVE descends on the building .

Lau and his men make their way out onto the mezzanine . Across the room , something makes a CRASHING SOUND . Lau 's men fan out , trying to cover the room with their flashlights . Suddenly , one of the flashlights goes DARK . Then another . Someone SCREAMS . Lau FIRES . Then FIRES again . The muzzle flash from his weapon STROBES the room .

Cops SWARM into the building . A LOBBY SECURITY GUARD directs the Hong Kong Detective where to go .

Lau LOCKS the door . RELOADS . The door is KICKED open . Lau FIRES . No one is there . Lau stares , finger restless on the trigger . From his right - a NOISE . He turns and FIRES . In the muzzle FLASH : Batman , bearing down on him like a demon . Lau FIRES , and FIRES again as Batman TACKLES him . Batman pulls out a SMALL PACK - STRAPS it onto Lau - The COUNTER on the sticky bombs hits 0 - The Hong Kong Detective and the Cops BURST into the room - the WALL AND CEILING BEHIND BATMAN AND LAU EXPLODES - revealing the dawn sky above Hong Kong . The Detective looks around as he hears a LOW RUMBLE . Batman JERKS the RIPCORD on Lau 's pack . Cops cower as a WEATHER BALLOON EXPLODES out of the pack , unreeling high - test nylon . The Cops cock their weapons . Lau looks up . Bemused . The weather balloon is two hundred feet up , swaying gently . The RUMBLE BUILDS . Suddenly , a MASSIVE C - 130 ROARS over . The large V on the front of the plane SNAGS the line - Lau and BATMAN are YANKED THROUGH THE HOLE IN THE CEILING - Lau SCREAMS as he and Batman SOAR UP INTO THE DAWN SKY . The Detective looks up . Batman and Lau are gone .

Gordon follows Ramirez through a CROWD of excited cops . On the ground , trussed like a chicken - Lau . A sign taped to his chest : ` Please deliver to Lieutenant Gordon . '

Lau sits next to his sleazy lawyer , EVANS . Rachel walks in .Rachel leans forward , speaking softly . Clearly .

Dent hits a buzzer . Turns to Gordon .Rachel enters .Dent nods at Rachel , excited .

The Chinese government claim their international rights have been broken.

You'd rather protect an outlaw vigilante than the lives of citizens?!

Dent 's press conference plays on a TV in the corner .Maroni and the Chechen are watching the TV .Maroni shakes his head . Spots Gordon walking over dangling a pair of handcuffs . Nods at the TV .Gordon points out the window to a PRISON BUS .

Prison buses in every neighborhood . COPS load them with CRIMINALS . Stephens puts Crime Boss in a prison bus .

JUDGE SURRILLO reads the list of charges .Judge Surrillo turns the page . A PLAYING CARD sits there . A Joker . He glances at it , curious , puts it to one side .An ARMY of DEFENSE LAWYERS jostle YELLING ALL AT ONCE . The STENOGRAPHER looks up , helpless .

849 counts racketeering, 246 counts fraud, 87 counts conspiracy murder.

The MAYOR , COMMISSIONER LOEB , and Gordon look up as Dent enters .Gordon nods at Dent , approving . Dent grins back .The Mayor waves Gordon and Loeb out .The Mayor turns to look out of the window . Quiet .BANG ! A DARK SHAPE CRACKS THE GLASS in front of the Mayor 's nose . Dent rushes to the window , looks out .

Gordon, you're unlikely to discover this for yourself, so take my word - the Police Commissioner earns a lot of threats.

I found the appropriate response to these situations a long time ago.

You get to explain to my wife why I'm late for dinner, Lieutenant.

PEDESTRIANS look up , someone SCREAMS , someone POINTS - five stories up . SWINGING from a FLAGPOLE . BATMAN . HANGING BY HIS NECK . DEAD . His mouth roughly painted in a DEMONIC CLOWN SMILE .

`` Batman '' is lowered from the flagpole . The same fake Batman we saw earlier . Pinned to his chest by a KNIFE , a PLAYING CARD . A Joker . Gordon moves closer to the body . The card has writing on it : WILL THE REAL BATMAN PLEASE STAND UP ?

Wayne comes into the living room , excited . Alfred is supervising party arrangements .The image cuts to a BLINDFOLDED MAN , wearing a makeshift Batman costume - face bruised and bloody . In some kind of bright , fluorescent - lit room .Brian nods uncertainly .Brian looks up - the camera swings into the face of the Joker , in CHALK - WHITE makeup , RED SMEAR of lipstick on his SCARS .The tape cuts to STATIC . Wayne turns to Alfred . Silent .

He's a symbol. that we do n't have to be afraid of scum like you.

Dent and Rachel get off the lift . Dent stands in awe of the penthouse and its guests .Rachel spots someone and darts off -Dent turns to see Alfred with drinks on a silver tray .Alfred leaves Dent standing there , puzzled . The crowd REACTS as a LOUD ROAR drowns conversation . Dent looks out -

Wayne 's CHOPPER touches down . He spills out with a clutch of SUPERMODELS .

Wayne and the supermodels come out of the helipad elevator -Rachel cringes slightly . Wayne spots her .Laughter . Dent shifts , embarrassed .Dent smiles accepting the toast .

Ramirez catches up to Gordon , holding paperwork .Gordon STOPS . Turns to face her .

Wayne walks out to the edge of the balcony and looks over Gotham . Hears someone behind him - Rachel .Wayne moves closer to Rachel . Takes her arm .Rachel looks at Wayne . Conflicted . He moves closer .Wayne takes Rachel 's arms , looking at her , excited .Rachel glances back at Wayne as she moves to Dent . Wayne watches them head inside .

Two MEN in suits knock at a Brownstone . The door is opened by Judge Surrillo . The two Men hold up BADGES .

Gordon enters to find Loeb , flanked by armed cops .Gordon checks the window . Turns to his men .Loeb pulls a bottle of whisky and a tumbler from a drawer .

The second man is waiting by the Judge 's car .He hands Surrillo a sealed envelope . Opens the car door .Surrillo climbs in . Watches them drive away . She opens the envelope - pulls out a sheet of paper . One word on it : ` UP ' . Surrillo 's car EXPLODES , heaving the car upwards on a FIREBALL . A PASSERBY is thrown to the ground . After a moment , BURNING DEBRIS flutters down on him . PLAYING CARDS . JOKERS .

These are dangerous people, Judge. Even we do n't know where you're going.

Get in, then open the envelope. It'll tell you where you're headed.

Loeb pours himself a glass of whisky .A bang at the door . Gordon pulls his weapon , then opens it .Gordon looks at Stephens 's list .Gordon , realizing , spins around -But Loeb is already CHOKING - he DROPS his tumbler onto the desk - the spilled whiskey is SMOKING , eating into the wood .Loeb COLLAPSES .

Just the normal number of bad guys in the building - and they're all city employees. Here's a list.

No - one's standing up in front of a Judge while judges and police commissioners are getting blown away.

Switch it off - he ai n't coming He does n't want to talk to us. God help whoever he does want to talk to -

I'm a twenty year man. I can tell the difference between punks who need a little lesson in manners, and the freaks like you who would just enjoy it.

I know you're going to enjoy this. But I'm going to enjoy it more.

Dent pulls Rachel into the kitchen , away from the crowd .Rachel looks at Dent . Smiles .Rachel looks at him .

Half the guests are on their cell phones . An ASSISTANT DA turns to his COLLEAGUE .There is a KNOCK at the front door . Alfred opens it - find Detective Wuertz , who holds up his badge . Alfred beckons him in - there is a SHOTGUN at the back of his head held by - The Joker - purple suit , make up . With friends . The Joker SMASHES Wuertz over the head - steps over him , RACKING the shotgun .

Rachel is looking at Dent . Torn .Wayne is moving up behind him . Fast -Rachel 's eyes go wide as Wayne puts Dent in a SLEEPER HOLD -Dent SLUMPS , unconscious in Wayne 's arms .From the main room - A SHOTGUN BLAST followed by SCREAMS . Wayne stuffs Dent in a closet - puts a mop through the handles . Rushes past Rachel -

A THUG appears in front of Wayne , toting a shotgun .Wayne FLIPS the shotgun around in the man 's hands - uses it as a fulcrum to SNAP his forearm - SMASHES him in the jaw with the stock without breaking step , field stripping the shotgun and tossing the pieces in different directions .

The Joker moves through the terrified guests . Smiling .A distinguished Gentleman steps into the Joker 's path .The Joker stops . Stares at the man . SMILES AFFECTIONATELY .The Joker has his blade in the Gentleman 's mouth .The Joker drops the Gentleman . Turns to Rachel .

Wayne walks in . A COUPLE are hastily putting themselves back together , alerted by the noise .Wayne does n't answer . He walks into a closet and pulls at a FALSE WALL . Wayne steps into the safe room .The door SLAMS shut and seals with a HISS .

The Joker raises his knife from Rachel 's cheek . She SLUGS him . He smiles .The Joker turns . Batman catches him with a BLOW , spins him down and DISARMS him - the Joker 's men jump him - Batman takes them out two at a time - DISARMING thugs - BREAKING forearms - the Joker CLICKS a BLADE from the toe of his shoe and KICKS - JABBING BETWEEN THE PLATES OF ARMOR covering Batman 's ribcage - Batman HURLS the Joker across the room . One of the Joker 's men LUNGES - Batman lays him out cold . The Joker has another knife pressed to Rachel 's neck .Rachel shakes her head at Batman . The Joker raises his shotgun to the side and BLOWS OUT the pane of glass next to him . The Joker dangles Rachel out the window .He lets her DROP - Rachel falls onto a SLOPING GLASS ROOF - sliding towards the edge . Batman DIVES after her -

They DROP - Batman FIRES his grapple , SNAGGING Rachel 's ankle - activates one wing of his cape - They SPIN and SLOW - Batman envelopes Rachel - they SLAM into the hood of a passing taxi .

The DRIVER SCREAMS as Batman and Rachel hit the roof - ROLL down the windshield - onto the pavement . Alive .

The Joker looks back as his car SPEEDS away . He 's breathing hard , EXHILARATED . He touches the blood running down his sweaty white makeup . SMACKS the back of the driver 's seat -

Rachel opens her eyes .Rachel lies back , breathing . Looks up at Batman .

STEPHENS is talking to Gordon , subdued .The door BURSTS OPEN . Dent . Fire in his eyes .Gordon looks at Dent . Impressed .

Lau looks up as Dent walks in , holding a bullet proof vest .Dent THROWS the heavy vest at Lau .

Wayne sits at his video screens - they all play the Joker 's video with different IMAGE TREATMENTS and SOUND TUNINGS . Wayne turns to Alfred . Indicates the screens .Wayne gets up from his monitors , raises the bat - cabinet .Wayne stares at Alfred . Reaches for the bat - suit .

MOVING over the city we hear myriad RADIO CALLS going out over the ether . CLOSE IN on a lonely figure on top of a skyscraper . The Batman . Listening with his million dollar earpieces . From the babble , ONE VOICE EMERGES .

An UNMARKED and a SQUAD CAR screech to a halt . Gordon and Ramirez get out , lead two UNIFORMS into the building .

The door SMASHES OPEN , Gordon - gun drawn - takes in the scene . TWO DEAD MEN sitting at the kitchen table . They each have a HAND OF CARDS , as if in the middle of a game . ALL JOKERS . Gordon and Ramirez STARE at the CRUDE LEERS carved into their faces . Their DRIVERS LICENSES are pinned to their chests .She stands down . Batman moves past the bodies to the wall . Finds an embedded stray bullet . He pulls a SAWING DEVICE from his belt - THRUSTS it into the wall and starts cutting around the bullet .Ramirez looks at Gordon . Is he serious ? Gordon points -Batman looks - a campaign poster : RE - ELECT MAYOR GARCIA . The Mayor 's image has a MANIC CLOWN 'S GRIN and `` HA , HA , HA '' .

Fox is at his desk . Reese enters .He pulls out a folded blueprint . Slides it across the desk .Fox picks up the piece of paper . Unfolds it . It 's an old BLUEPRINT . The image is unmistakable : THE TUMBLER .Reese points to the approval box in the corner of the page .Fox looks at him . Even . Folds up the blueprint .Reese stares at Fox . Who smiles . And slides the blueprint across the desk .Reese looks at it . Then at Fox . Swallows . Slides it back .

Wayne hands Alfred a RIFLE BULLET scribed with a GRID . He slots it into a clip , then loads it into a COMPUTER CONTROLLED GATTLING GUN . He puts on ear protectors . Hits a button . The rifle WHIRS to life - dollying sideways , BLASTING BULLETS into a series of identical BRICK WALL SAMPLES .As the wall samples still smoke , Wayne steps up , carrying the sample from the crime scene . Comparing its spread to the new samples , he selects two and carries them to an X - RAY SCANNER . The machine gives the samples a 3 - axis scan - HI - RES 3 - D IMAGES of the bullet fragment arrays come up on the screen .

The same image of the bullet fragment on a screen . Fox hits a key and the computer ` reassembles ' the bullets according to the identifying grid on each fragment .Fox hits a button and the unmarked bullet fragments are reassembled . Wayne spins the roughly - shaped bullet puzzle -Fox looks at the screen , impressed . Thinks .Fox looks at Wayne as he leaves . Uneasy .

Wayne examines the fingerprint -Wayne gets up to let Alfred sit .Wayne opens a HYDRAULIC DOOR , revealing a gleaming MV AUGUSTA BRUTALE . As he moves the bike onto the lift .Wayne and the bike rise on the lift .

The avenue has been blocked off . Onlookers line the sidewalks . POLICE march past in dress uniform . Engel does a stand - up on the sidewalk .On the buildings above , POLICE SNIPERS scan the crowd . Gordon keys his radio -Gordon looks up at the myriad buildings overlooking the podium .

Wayne maneuvers the Ducati through the traffic . He pulls up near a parade barricade - dismounts and slips into an alley .

Some of the building 's hard - luck TENANTS eye Wayne as he counts doors down the hallway . He finds 1502 .

A SEA OF POLICE fills the Avenue . In the center , three grieving families and an HONOR GUARD . The Mayor at the podium . Gordon behind . Dent is seated with Rachel .

Wayne enters : EIGHT MEN IN UNDERSHIRTS , bound , gagged , blindfolded . A SNIPER SCOPE on a tripod at the window . Wayne moves to the first man , RIPS the tape from his mouth .

Gordon scans the crowd . The Mayor wraps up - the Honor Guard steps forward , raises weapons .

THE HONOR GUARD TURN THEIR WEAPONS ON THE MAYOR . One SMILES , flesh - colored makeup over his scars . THE JOKER . Gordon LEAPS FORWARD - they FIRE - GORDON TAKES SHOTS TO THE BACK as he SLAMS the Mayor to the ground -

PANDEMONIUM erupts - One of the honor guard is TAGGED IN THE LEG - GOES DOWN . The others MELT into the CHAOS . On the podium , Stephens rolls Gordon over . he is not moving .

CHAOS . Dent approaches an ambulance sitting in the alley . Two cops jump out and run over to their commander . Dent steps up into the back .

The Joker 's thug sits there . Handcuffed . A PARAMEDIC bandages his leg . Cops run past , barking orders .The Joker 's thug looks at Dent . Smirks . Dent looks down . Exasperated . Looks back up at the Joker 's Thug . Spots something - moves closer - the man 's uniform . his name tag . OFFICER RACHEL DAWES . Dent , breathing hard , looks around : the paramedic jumps out , rushing to help a FALLEN OFFICER . Dent spies the keys in the ignition . Jumps into the driver 's seat .

Barbara Gordon stands in the doorway , scared . Stephens and a UNIFORMED OFFICER stand in front of her .James Gordon pushes past his mother to look at Stephens . Barbara tries to push him back inside .James stays just inside the door .Barbara stares at Stephens . Then looks past him .James spots something - Batman , perched in the shadows .She collapses into Stephens 's arms . Batman hangs his head .

You brought this on us! This craziness! You did! You brought this!

Strobe lights . Pounding music . Maroni is in a booth at the side with his MISTRESS . His bodyguards are around the table .One of Maroni 's Bodyguards DROPS - Maroni looks over - in the strobe lights - Batman SAVAGES his bodyguards - people RUN , TERRIFIED . Maroni starts to get out of his seat - Batman LANDS like a panther on the table in front of him -

Rachel moves through the chaotic bullpen at MCU - EYEWITNESSES , civilian and cop are being questioned . Rachel 's phone rings .INTERCUT with Dent in an INDISTINCT interior setting .Rachel looks around the bullpen . Eyeing the detectives .Wider shows us we are -

Dent hangs up the phone . TAPED to a chair in front of Dent - the Joker 's Thug , blindfolded . Dent RIPS off the blindfold .

Maroni opens his eyes . Batman is holding him by the collar .Batman lets go . Maroni FALLS . And SCREAMS .

Maroni NAILS the pavement . CLUTCHES at his leg , which is badly broken . Batman FLIES down , landing over him - hauls him up . Maroni HOLLERS in pain .Maroni looks up at Batman . Sneering .Batman DROPS Maroni .

Dent shows the Joker 's Thug a GUN . Bullets . Loads the gun . SHOVES it in his face -Dent PUSHES the gun against the thug 's head with REAL MALICE . Pulls it away and FIRES . The Thug FLINCHES . Dent puts the gun barrel against the thug 's temple -And pulls his lucky coin out of his pocket .The Thug , scared , says nothing . Dent FLICKS the coin into the air . SLAPS it onto the back of his gun hand -LRB- aiming with wrist horizontal -RRB- . Dent shows him the coin . Heads . The Thug exhales , SHAKING .Dent tosses the coin again . This time IT DOES N'T LAND . Dent Looks up . Batman is there .Batman moves away from Schiff .Dent is shivering with frustration .Batman hands Dent his lucky coin .But Batman is gone .

Rachel watches Gotham through the window . Wayne enters .Rachel looks at Wayne . She can not help him .Wayne moves towards her .Wayne takes her in his arms .They kiss . Then separate . She looks sadly into his eyes .Wayne nods . Leaves . She watches him go .

Alfred shovels DOCUMENTS into an incinerator - blueprints , designs , files . He pauses , looking down at a book .Alfred tosses the book onto the fire . STARES at Wayne .Alfred looks into Wayne 's eyes with a fearsome gaze .Wayne shakes his head .Wayne sinks the Bat - suit , Alfred closes the incinerator . They head for the lift .They power down , leaving the Bat - bunker in darkness .

A capacity crowd of REPORTERS , COPS , and PUBLIC . Dent is at the podium . Wayne sits in the crowd .The crowd REACTSThe crowd noisily assents . Dent calmly motions quiet .

Wayne looks at the Heckler . At the angry crowd . Dent leans over the podium . Impassioned .The crowd seems moved by his words , then , a CHANT -Appreciative noise .People take up the chant . Dent has lost them . He knows it .At this , a HUSH DESCENDS . Wayne is sitting towards the back . Hungry eyes scan the room . Wayne starts to rise . DENT OFFERS HIS OWN WRISTS TO THE OFFICERSA beat . Wayne stares .

Rachel comes up to Alfred . Upset .Rachel holds out an ENVELOPE .Alfred takes the envelope . Rachel gives him a kiss .

A Detective unlocks the cell and lets Rachel inside .The Detective knocks . Dent rises .

Detectives stare at Dent as he is led , shackled , to the waiting CONVOY . Stephens begins CLAPPING - a handful join in , but most remain silent . Rachel follows him to the back of an armored vehicle .Dent kisses her . Pulls out his LUCKY COIN -Dent tosses it at her - Rachel catches it . Looks . Heads .She turns it over : IT IS DOUBLE - HEADED . She looks up - the DOORS CLOSE on his smile . She shakes her head . Torn .As SWATS file into the back of the support vehicles -

We get this guy to County and he's their problem. The streets along your route will be cleared. The convoy stops FOR NO REASON.

A Swat with a shotgun climbs into the cab . Pulls on his mask . Looks over at the DRIVER , who 's already wearing his .

An Officer holding up traffic . A TRUCK pulls up .A SHOTGUN BLAST sends the Officer flying . A second blast illuminates the shooter 's face : the Joker .

The SWAT behind the wheel of the lead black - and - white slows as he sees something burning in the intersection ahead .

Overhead , a police HELICOPTER checks the route , hovering above a burning FIRE TRUCK , BLOCKING the road .

All units, be advised. All units will exit down Cheviot west and proceed north on lower 5th avenue.

The convoy rolls through the subterranean streets . A GARBAGE TRUCK pulls up behind and casually SWIPES the rear vehicles of the convoy off the road .

The Garbage Truck pushes hard on the armored car , ramming its rear bumper , FORCING it forward .

The Driver watches the Truck fill his rear view . Shotgun Swat picks up the radio .

A SECOND TRUCK SMASHES into the SWAT van at the head of the convoy , SMASHING it through the concrete barriers and INTO THE RIVER . The truck is branded `` LAUGHTER '' but an `` S '' has been sprayed at the front to make `` SLAUGHTER '' with `` HA , HA , HA '' all over the side . The Joker 's Truck DODGES between the support columns and into the oncoming lane - pulls alongside the armored car . The Driver looks over . The cargo door on the truck slides open . Inside , the Joker , holding a machine gun . The armored car LOCKS up its brakes , but the garbage truck pushes it forward as the Joker fires - BULLETS slamming into The side of the vehicle -

The Joker drops his machine gun and picks up an RPG . He stops - SEES something up ahead , racing towards the second truck - the BATMOBILE . The Joker stares , fascinated , as -

- THE BATMOBILE PLOWS STRAIGHT INTO THE SECOND TRUCK - the low - profile car sending the truck UP INTO THE CONCRETE CEILING - the Batmobile carries on through , as the TRUCK DISINTEGRATES .

The Joker looks back to the batmobile , amused .The Joker lines up his RPG and prepares to fire -

Shotgun SWAT 's eyes go wide at the Joker 's weapon - the Driver JAMS the brakes -

The Armored Car CRASHES BACK against the Garbage Truck , BRAKING , SCRAPING , SLOWING just enough - the RPG SLAMS into the SQUAD CAR in front of them and EXPLODES - the armored car BURSTS through the fireball and continues .

The Joker turns his men to RELOAD his RPGTurns back - levels his RPG out the window . Aims .

Batman watches as the Joker prepares to fire . Several rows of cars separate them . He toggles the afterburner .

Two small children in the back of the car watch as the Batmobile ROCKETS overhead .

The Joker steadies the RPG and FIRES - the Batmobile CRASHES down into the open space between the two vehicles - taking the hit from the RPG which EXPLODES - The rear of the Batmobile EXPLODES - SPINNING the FLAMING car -

The Joker CACKLES with delight as he is THROWN AROUND the rear of the trailer -

The Batmobile flips over to come to rest in a smoking heap - the front end intact , rear wheels scattered across the roadway . A small crowd gathers .

The Joker JUMPS down from the truck , still giggling like a kid - looks back at the Batmobile 's destruction -The Joker YANKS his dead driver out of the cab , JUMPS over him to take the wheel and pull back onto the roadway .

The armored car pulls ahead , the Joker 's truck in hot pursuit .

The armored car PULLS onto a RAMP , heading up . The Joker 's Truck follows .

Batman adjusts his position . Hits a button -Arm guards GRAB Batman 's forearms as EXPLOSIVE BOLTS FIRE all around the pod .

The crowd JUMPS - PANELS of the front of the car BLOW OUT - The crowd stares , OPEN - MOUTHED , as Batman EMERGES , HOISTED UP AND OUT of the flaming car by the FRONT POD - LEVERING OVER the FRONT WHEEL . the pod PUSHES the OTHER WHEEL IN FRONT to form a type of MOTORCYCLE - The BAT - POD SHOOTS FORWARD , bursting free as the Batmobile DETONATES , DYING in a MASSIVE FIREBALL . Batman 's cape SUCKS TOGETHER , forming a TIGHT PACK on his shoulders , clear of the CHURNING REAR TIRE of the bat - pod .

We're back on point - and ready to give some of their own medicine -

The Joker FIGHTS with the truck 's gearbox , turns to his Thug -The Thug GRABS his radio .

A Joker Thug in clown mask loads up the cable gun seen in the bank heist .

A motorist stares through his rear - view mirror , transfixed , as the bat - pod TEARS past . He YELPS as the bat - pod SMASHES the wing mirror from his car .

Batman accelerates , oblivious to the STACCATO of CLEAVED wing mirrors as the bat - pod RAZORS through traffic - CROSSES a BUSY INTERSECTION - The bat - pod CUTS off the crowded lower level street , ROARING over into the PARKING LANES - Batman squeezes his triggers - BLASTING at PARKED CARS , BLOWING them out of the way , literally CANNONING A PATH for the pod .

The Bat - Pod CANNONS through the glass doors and RACES through the station/mall - COMMUTERS screaming and diving out of the way - The Bat - Pod races up the stairs and onto the upper street -

The Joker 's Thugs FIRE THE CABLES ACROSS THE STREET AT SEVENTH FLOOR LEVEL . they pull TAUT as the Chopper approaches , unawares . the Chopper CATCHES on the cables , GOING DOWN in a FIERY BALL that BARRELS along the street towards the armored car .

The Driver steers around the flaming wreckage as the Shotgun SWAT SHUTS HIS EYES -

The Bat - pod TEARS down a narrow alley blocked with DUMPSTERS - CANNONS the dumpsters to make a path -

The Joker hands the wheel to his man - takes a submachine gun -The Joker looks ahead to see the Bat - pod emerge from the alley in a cloud of fire , SKIDDING SIDEWAYS IMPOSSIBLY - it RACES TOWARDS THEM -

The Bat - pod RACES straight at the Joker 's truck - FIRES A HARPOON at the Joker 's truck - it IMPACTS low , below the bumper -

Batman SWERVES past the Joker 's truck , SLALOMS , wrapping the CABLES around a LAMP POST , SPINNING to a halt to watch .

The cable goes TAUT , RIPPING one post from its foundation - the TRUCK 'S FRONT WHEELS CATCH , FLIPPING IT END OVER END . The Joker crawls from the wreckage . He jumps over the median and starts waving his pistol at oncoming traffic . Batman GUNS the bat - pod and rides it up and over the median .

The Joker walks towards the Bat - pod , which SPEEDS towards him . He is FIRING his gun RANDOMLY at the oncoming traffic .Batman watches as the Joker holds out his arms . Waiting for impact . There is no room to go around him . Batman LOCKS UP THE BRAKES . The Joker watches as Batman DUMPS the bike , rather than Smashing into him . Batman SLAMS into the wall . The Joker 's thug reach Batman first . He is unconscious . The first Thug pulls at the mask . An ELECTRIC SHOCK from the batsuit THROWS him back . The Joker LAUGHS . Flicks his switchblade . Crouches -The gun is COCKED . The Joker drops the knife . Sits . Looks back . Behind them is the armored car . The man standing over him is the Driver . He pulls off his helmet . It 's JIM GORDON . Back from the dead .

Dent looks up as the door swings open to reveal Gordon . Dent GRINS .Dent nods . Respect in his eyes . They shake hands .

A small army of cops have sealed off the roadway . Gordon pulls away in the squad car containing the Joker . REPORTERS clamor for an interview with Dent , who is being helped out of the van by the SWATS . Ramirez pushes through the pack , shoving reporters aside .Dent follows Ramirez to a squad car - Wuertz is in the driver 's seat . Dent smiles at Ramirez as she opens the rear door .Ramirez shuts the door on Dent . Signals Wuertz to pull out .

The Joker sits in a holding cage . His makeup has run , his clothes a mess - but his calm lends him an odd dignity . COPS SMASH their night sticks against the bars near the Joker 's head . The Joker does not flinch .The Mayor walks in . Shakes Gordon 's hand .The Mayor looks over at the Joker in his cage .The cops in M.C.U. start CHEERING .

Gordon rings the bell . Barbara answers it , dressed in black .She SLAPS Gordon . He grabs her , holds her tight as she sobs .

The Joker 's men are processed . In the harsh light , the men look a little ridiculous in their clown make - up . DETECTIVE MURPHY turns to Stephens .One of the men , walks over , clutching at his belly .Alone in his cage , the Joker smiles at this .

You're a cop killer. You're lucky to be feeling anything below the neck.

The boss said he would make the voices go away. He said he would go inside and replace them with bright lights. Like Christmas.

Gordon crouches by his son 's beside . He reaches out to touch James Jr 's cheek . James 's eyes open . Staring at his dad as if still dreaming .Gordon looks at his son . A little pride seeps in .Gordon 's phone rings -

Gordon PUSHES through the swarm of detectives crowded into the observation room . The Joker can be seen through the glass , as well as on a large MONITOR . Sitting there . Calm .Ramirez shakes her head . Gordon PUSHES through a door .

The Joker , in near darkness . Gordon walks in . Sits .Gordon ca n't help glancing at the mounted CAMERA .Gordon stands . Moves to the Joker . Undoes his handcuffs .Gordon pauses , hand on the doorknob .Gordon steps out . The overhead lights COME ON . BATMAN IS BEHIND HIM . The Joker BLINKS in the HARSH WHITE LIGHT . WHAM ! The Joker 's face HITS the table - comes up for air - CRACK ! CRACK ! To the head . Batman is in front of him . The Joker stares , fascinated . Bleeding .CRACK ! Batman 's fist SMACKS down on the Joker 's fingers .The Joker starts LAUGHING . After a moment he 's laughing so hard it sounds like SOBBING .He regards Batman with something approaching pity .The Joker looks into Batman 's eyes . Searching .Batman GRABS the Joker and pulls him upright .

Batman HOISTS the Joker up by the neck .Batman leans in to the Joker .Batman DROPS the Joker - RIPS up a bolted - down chair -

Batman JAMS the chair under the doorknob - PICKS up the Joker and HURLS him into the two - way glass . The glass SPIDERS .

The Joker , bleeding from nose and mouth , LAUGHS at Batman .The Joker SMASHES into the wall - SLIDES to the floor . Batman stands over him , a man possessed -He GRABS the Joker , holding him close -Batman PUNCHES the Joker across the face . HARD .The Joker FEEDS off Batman 's anger . Loving it .Batman PUNCHES the Joker again . The Joker LAUGHS .The Batman stares at the Joker .Batman DROPS him .

Batman RACES past Gordon .Gordon looks back - the Joker is bloody , but grinning .

Black .Harvey Dent opens his eyes . He 's bound to a chair in a dingy , unfurnished basement apartment .Her voice is coming from a speakerphone on the floor .He looks around . Behind him , metal BARRELS , hooked up to a car battery , with a TIMER counting down : five minutes .

The Fat Thug shuffles to the bars , where a COP stands guard .The Fat Thug COLLAPSES . The Cop grabs his radio .

Sir! Sir. Take a look at what we're dealing with. Cops, National Guard -.

We're showing 50 missing - but that building was clear. These buses are heading off to other hospitals - my guess is we missed one.

Rachel is bound to a chair . Behind her are barrels identical to the ones behind Dent .The timer connected to the bomb reads 2.47 . 2.46 .

Dent DRAGS his chair , inching closer to the barrels .The chair JAMS against a ridge in the floor . Dent STRAINS to reach the timer . Inches shy .Dent strains . THE CHAIR , AND DENT , TOPPLE OVER - KNOCKING OVER A BARREL .Dent , one side of his face pressed against the bare floor , watches the open barrel SPEW DIESEL FUEL around him -Dent contorts his head to keep from swallowing any .

The bat - pod SKIDS SIDEWAYS , WHEELS FLIPPING as the gyro keeps Batman upright on the tumbling bike - it comes to rest - guns lined up with a fire exit - BLOWS the door off its hinges - JUMPS off the bike -

The Joker sits like a kid kept after class . He smiles .Stephens tries hard to ignore him . It is n't working .Stephens PUNCHES the Joker in the gut .

Dent is half submerged in diesel fuel .Dent CHOKES , his emotions overwhelming him .

A MEDIC CUTS away the Fat Thug 's shirt - his belly has large INCISION , which has been closed with crude looking STITCHES -A RECTANGULAR SHAPE is visible under the skin above his navel .

Stephens shuffles out into the room , a piece of BROKEN GLASS held to his THROAT by the Joker . Cops draw their weapons .The Detectives look at each other . One of them pulls out his cell phone . TOSSES it to the Joker , who begins to dial .

The Medic gingerly PRESSES the rectangle . It illuminates , a soft blue light visible through the skin .

The Joker presses SEND . At the end of the room , the door to the holding area EXPLODES -

Batman BURSTS through the door - Dent looks up in horror -Batman STARES at Dent . The Joker lied . The counter hits 5 Seconds . Batman DRAGS Dent out - Dent FIGHTS to stay -

Rachel can hear Dent . The counter runs out .AN EXPLOSION . ALL - CONSUMING .

The BLAST HURLS Gordon backward onto the hood of his car - THE ENTIRE WAREHOUSE IS AN ENORMOUS EXPLOSION -

Batman wraps his cape around Dent and hurls them both through the door . Dent is SCREAMING -

Gordon picks himself up . The warehouse is an inferno . He heads for it anyway . Five of his men have to RESTRAIN HIM .

A SECOND EXPLOSION - Batman COVERS Dent as the FIREBALL HITS them - IGNITING the diesel soaking Dent 's left side - he starts BURNING . And stops screaming . Batman ROLLS Dent on the wet pavement . Dent SIZZLES . Silent .

The Joker walks to the bars of another cell . Grins .In his cell . Terrified . Lau .

Dent is wheeled into an ambulance , bandages held to his face . His one visible eye STARES BLANKLY , oblivious to the panic -

Gordon watches the fire . DEBRIS blows across the asphalt . Gordon picks up two pieces : SINGED JOKER CARDS . In place of the Joker 's face is a PHOTO OF LAU . A POLICE SERGEANT approaches .

A squad car BLAZES down the street . The Joker sticks his head out the window like a dog , feeling the wind .

Water . Smoldering blackness . The FIRE CREWS extinguish the last flames of the devastated building . A FIREMAN nudges his COLLEAGUE , pointing out something in the devastation .

The Firemen watch a statue - like figure amidst the charred ruins . The Batman .

Batman bends to the ground on one knee , his black glove spread against the smoldering debris .He spots something . DENT 'S TWO - HEADED COIN . Blackened , SCARRED . Batman turns it over . The other side is PRISTINE .

Dent , heavily bandaged , hooked up to various machines . Batman stands at the foot of his bed . Watching .Batman puts DENT 'S DAMAGED COIN on the bedside table .

Alfred finishes the letter . Tears in his eyes , he folds it back into its envelope . Places it on the breakfast tray .

Alfred moves through the silent space , stepping past the cowl and gauntlets lying on the cold marble . He approaches Wayne , half - undressed , slumped in a chair , watching Gotham .Nothing . Alfred sets down the tray . The envelope is propped against the silver teapot .Wayne turns , a desperate look in his eye .Wayne looks up at Alfred . Alfred picks up the cowl .Alfred hands him the cowl . Wayne looks at him .Alfred glances at the envelope . Takes it off the tray .Alfred puts the envelope in his pocket .

Dent . Bandaged . Sedated . Coming up for air . Sees something on the table : his coin . He fumbles for it , marvelling at its shiny face . Remembering . INSERT CUT : RACHEL CATCHES THE COIN . Dent turns the coin over . The other side is devastated . He STARES at the scarred face . Starts ripping his bandages .

Alfred comes up to Wayne . Points him to the TV .On screen : Engel , in his studio , addresses the camera .The shot cuts to REESE , nodding .

Gordon ENTERS . Dent STARES to one side . He looks normal .Dent 's anger makes Gordon flinch . He looks away . Ashamed .Dent turns to face Gordon - the left side of Dent 's face is DESTROYED - skin blackened and shriveled . Molars visible . The eye a ball and socket . Dent manages a small smile with the good side of his face .Dent looks at Gordon . Cold .Gordon takes a last look at Dent . Then leaves .

Gordon steps out . Someone is there . Maroni . On crutches . Gordon stares at him . Cold . Maroni shifts , awkward .

The Chechen gets out of his SUV . Looks at a RUSTED HULK . The Chechen , bodyguards , and dogs , head up the gangplank .

They pass into a huge hold . In the middle : A BILLION DOLLARS . The pile is thirty feet high . Standing on top - the Joker . At his feet , bound , is Lau . The Chechen laughs .The Joker jumps from the top , slides down the pile .The Chechen shrugs . Pulls out a cigar . Lights it .The Joker GRABS a can of GASOLINE from his thug .He is SPLASHING gasoline onto the money .The Chechen , FURIOUS , steps forwards . The Joker turns . JABS his gun in the Chechen 's face . The Chechen 's bodyguards REACT . The Joker 's men DRAW on them .The Joker PLUCKS the cigar from the Chechen 's lips .The Joker tosses the cigar at the pile .The Chechen watches the money catch fire .The Joker crouches down to the Chechen 's dogs . They GROWL .The Joker takes out a knife . Tosses it to his man .The Joker 's men GRAB the Chechen .The Joker watches the towering FLAMES . Lau screams .The Joker pulls out a phone .

I wan na how much they're gon na pay you to say who Batman really is.

Harvey Dent did n't want us to give in to this maniac - you think you know better than him?

OK. Let's say it's your life. Is it worth more than the lives of several hundred others?

I'm glad you feel that way. Because I've put a bomb in one of the city's hospitals. It's going off in sixty minutes unless someone kills you.

Gordon and his men are gearing up to take down the Joker . A Detective turns up the TV in the bullpen -Reese looks around , twitching . Sweating .The line rings off . Engel is speechless . Gordon turns to the uniform COPS .The Uniforms SPRINT off . Gordon turns to his Detectives .On screen : Reese is a deer in the headlights .

CHAOS . PATIENTS and STAFF running around . COPS and TRAFFIC WARDENS try to manage the evacuation . The COPS stationed outside Dent 's room , look around , unsure -Two Cops move to help wheel gurneys around the corner .

Gordon and his men escort Reese out of the elevator - Engel follows with a camera crew . As they approach the glass doors Gordon looks out at an angry crowd .Gordon SPOTS an OLD MAN raising a PISTOL - Gordon THROWS Reese to the ground as SHOTS SHATTER the laminated glass of the lobby . The Crowd SURGES in all directions -Gordon hauls Reese to the stairwell .

Gordon pulls the shaken Reese down the stairs .and into a police VAN .

Gordon throws Reese in the back . Smiles .The van PEELS out . Heads onto the streets .

Cops load patients onto BUSES . A TV van pulls up , Engel and his Cameraman jump out . One of Dent 's guards , POLK , looks into a SCHOOL BUS . Turns to the Cop loading it .Polk heads back towards the hospital , against the flow .

Gordon 's phone BEEPS . He looks at a text : WATCH OUT . COPS WITH RELATIVES IN GOTHAM HOSPITALS - BURKE , RAMIREZ , TILL .

Polk enters the room . No Davis . Just a REDHEADED NURSE , back towards him , reading Dent 's chart .The Redhead TURNS - it is the Joker , silenced pistol in hand . He FIRES .

Gordon is reading his phone : ERIKSON , BERG . Gordon looks up sharply . Considers the uniformed cop nervously fingering his shotgun .The young cop , BERG , looks up . Sweating .Berg nods . Looks at his watch .

The Joker draws closer to Dent 's bed . Dent STRAINS at the leather cuffs binding him to the bed .The Joker loosens Dent 's restraints .Dent 's hand is TREMBLING .Hands him the pistol . Dent holds it to the Joker 's head .

Wayne ROARS past a line of traffic to settle in a few cars back from the police van , sitting at a red light .

Wayne studies the intersection - spots a PICKUP jostling for position on the cross street .

Gordon watches Berg , mentally tracing the trajectory of his shotgun barrel as Berg fiddles with his gun . Gordon starts trying to subtly unholster his own weapon .Berg looks at Gordon .

Wayne watches the driver of the pickup staring intently at the police van . Lining it up .

Reese looks from Berg to Gordon . Berg looks at Gordon , trembling , the barrel of his gun inching lower in the car .

The Joker leans in , pressing his head to the gun 's barrel .Dent looks into the Joker 's eyes . Finding meaning .Dent looks down at the coin in his hands . Turns it over , feels it 's comforting weight . Shows the Joker the good side .He turns the coin over . The flip side is deeply SCARRED .The Joker looks at the coin . Looks at Dent , admiringly .Dent FLICKS the coin into the air . Catches it . Looks .

The light turns GREEN . The police van pulls into the intersection - the pickup GUNS IT , RACING AT IT .

Wayne FLOORS it , YANKS the wheel to pull up onto the sidewalk -

The pickup BARRELS at the van , FULL TILT - at the last second Wayne 's Lamborghini SLIPS alongside the van - the pickup SMASHES INTO THE LAMBORGHINI

As the van JOLTS with the impact Gordon LEAPS forward , PUSHING UP Berg 's shotgun barrel , which FIRES into the roof - Gordon SMASHES Berg on the head with his sidearm .

Gordon 's men pull the pickup driver from his cab - Gordon crouches down to the Lamborghini wreck to help pull Wayne from the car . Gordon recognizes him as he pulls him free .Wayne looks at him , woozy . Sits on the curb .Wayne turns - sees the police van as if for the first time . Reese steps down , dazed .Reese locks eyes with Wayne . Nods . Gordon sizes up Bruce Wayne and his crushed sports car .

The Joker walks calmly through the mostly deserted building . As he walks he pulls a DETONATOR from his pocket . Strolling along he PUSHES THE BUTTON . STAGGERED EXPLOSIONS BURST INTO THE CORRIDOR BEHIND HIM LIKE DEMOLITION BLASTS . the Joker just walks out the door .

The Joker STROLLS down the steps - WINDOWS BLOW OUT IN SERIES - People DIVE for cover - Engel PILES into a school bus - The Joker walks across the parking lot - THE BUILDING COLLAPSING BEHIND HIM .

All eyes are on the collapsed building . One school bus pulls out from the line of other buses . Heads down the street .

An empty neighborhood dive , the local DRUNK passed out at the bar , BARTENDER , watching BREAKING NEWS on the TV .Detective Wuertz , at a booth looks up at the TV , bored .The Bartender shuts the register .The Bartender steps out . The back door OPENS again .He TRAILS off as someone sticks a gun in his face : Harvey Dent . Standing in shadow . He sits .Dent leans into the light . The left side of his face is HIDEOUSLY BURNED , cheek gone , blackened teeth and gums .Dent picks up Wuertz 's drink . Takes a SIP . Wuertz watches the bare muscles RETRACT as Dent SWALLOWS .Dent SLAMS the glass back on the table - Wuertz FLINCHES .Dent pulls his coin from his pocket . FLIPS it . Wuertz watches it SPIN . It lands on the table . Scarred side up . The drunk at the bar STIRS at the GUNSHOT .

Gordon , manic , surveys the scene with a Cop -The cop says nothing .

Fox enters the dimly - lit room . At one end is an extraordinary array of thousands of tiny monitors . Fox approaches , fascinated , as they quietly display architectural patterns individually and in concert . The images become a MAP .Fox nods , staring at the monitors as Batman approaches .Lucius presses a key . The BABBLE of a MILLION CONVERSATIONS at once fills the room . Every cell phone in the city .Lucius looks at Batman . Hard .Batman points to a TV screen . Fox turns . ON SCREEN : the Joker shakes his head above a graphic `` LATEST THREAT '' .

The bar , packed with business people watches the TV . SILENT .Bar patrons start moving . The Joker reaches for the camera -CUT TO STATIC . The bar patrons look around , confused .

Fox turns from the TV to look at Batman .Fox stares at Batman .He plugs a USB dongle into the console . A sample of the Joker 's voice from the call - in news program plays .Lucius toggles a menu . The city is an open book - People working , eating , sleeping . Lucius shakes his head .Lucius sits at the console . Batman moves off -Batman turns . Fox looks at him , serious .

Gothamites POUR out of the city , on foot and by car . the BRIDGES and TUNNELS are deserted , but for BOMB SQUAD search teams .

At the ferry terminal , National Guardsman watch over the THIRTY THOUSAND jostling , scared people waiting to board the two MASSIVE FERRIES to Seven Sisters . Grumbles turn to YELLS as 800 PRISONERS are loaded onto a ferry by shotgun - toting CORRECTIONS OFFICERS .

Maroni settles back into his seat . The car pulls away .Maroni STARTS . Someone is in here with him . Harvey Dent - Two Face - leans forward , clutching a pistol .Maroni looks at Dent . Worried .Pulls out his coin . Dent cocks the pistol .Dent FLIPS it . Looks : good side . He shrugs .Maroni looks confused . Dent FLIPS the coin again . Looks down at the coin . Shakes his head .Dent smiles . PUTS HIS SEAT BELT ON .Dent presses the barrel of the revolver behind the shadow of the driver . Maroni LUNGES , SCREAMING . Dent FIRES .

The Limo SWERVES off of the bridge , SOARS out over the canal , and PANCAKES into the RETAINING WALL .

CIVILIANS CRAM their way onto one ferry . Finally , the COMMANDER of the National Guard unit SIGNALS to his men to STOP BOARDING and CAST OFF . The two FERRIES set off across the river , heading for the lights of the distant shore of the mainland .

The FIRST MATE looks out the window , at the second ferry . It is DEAD in the WATER . He turns to the PILOT -LSB- PRISON FERRY -RSB- .Suddenly , the control panel FLICKERS and DIES .

Get on the radio and tell'em we'll come back for them once we dump these Scumbags -

The First Mate skirts around the PRISONERS and CORRECTIONS OFFICERS .

The First Mate opens the door to the engine room . STOPS . HUNDREDS OF BARRELS OF DIESEL FUEL . And a small , wrapped PRESENT , topped with a BOW .

The Pilot -LSB- Prison Ferry -RSB- is holding the small present . His radio CRACKLES .

Same thing over here - enough diesel to blow us sky high. And a present.

I voted for it. Same as most of you. Does n't seem right that we should all die.

I did n't say I'd do it. Do n't forget. We're still here. Which means they have n't killed us, yet, either.

As cold scared Families watch , the NATIONAL GUARD COMMANDER UNWRAPS that ferry 's present . Inside , he finds a crude REMOTE DETONATOR .Up in the wiring at the ceiling , a CELL PHONE taped in to the P.A. rings and answers .ON BOTH FERRIES : CIVILIANS , PRISONERS , CREW , AND NATIONAL GUARDSMEN ALL LISTEN AS THE JOKER 'S VOICE RINGS OUT .

Batman looks out , across the entire city skyline .Batman FIRES UP the bat - pod - his cape SHRINKS into its pack form as he PEELS OUT , ROARING into the night .

Ramirez is holding the phone .Dent is holding a gun at Ramirez 's head . She hangs up .Ramirez nods .Dent FLIPS his coin .Dent looks at his coin . Good side .Dent CRACKS her on the head with his gun .

The Pilot -LSB- Prison Ferry -RSB- tries the radio . It 's DEAD .

The Joker stares out over the harbor , at the ferries . Talking into a cell phone . Holding a detonator , with TWO BUTTONS .

The Prisoners and Corrections Officers listen . Appalled .The Joker HANGS UP . The Pilot -LSB- Prisoner Ferry -RSB- looks down at the remote in his hands . Prisoners begin YELLING and PUSHING . The WARDEN takes the remote from the Pilot - COCKS his shotgun . His men level their weapons at the crowd .

The National Guard Commander is holding the remote . Several passengers take a step towards him . He PULLS his weapon .A BUSINESSMAN clutching his briefcase speaks up .Other passengers agree . A MOTHER with two KIDS speaks up .

We do n't all have to die. Why should my babies die? Those men had their chance -

No one wants to get their hands dirty. Fine. I'll do it. Those men on that boat made their choices. They chose to murder and steal. It makes no sense for us to die, too.

As the Prisoners grow angrier , a CORRECTIONS OFFICER FIRES his shotgun into the air . The Prisoners back off . Slightly .

A GUARDSMAN on this boat passes around a hat . People drop CHITS into it . Passengers filling out chits eye each other . People on their phones say goodbye to loved ones . The Pilot -LSB- Passenger Ferry -RSB- looks out across the water to the other Ferry . Looks up at the clock . Ten to midnight . STARES down at his blank chit .

Gordon and his SWAT team leaders set up SNIPER and SCOPE positions on the balustrade .

Gordon looks at the SWAT LEADER .They look across at the large windows of the Prewitt Building . The Joker 's men , in crude , homemade CLOWN MASKS are clearly visible , automatic weapons in hand .They look through his scope . Crouched deeper in the room , PATIENTS , DOCTORS , and NURSES , huddled .Batman gestures towards the view of the ferries .Batman turns .Gordon pulls his gun . Batman turns back . The SWATS watch .Batman LEAPS from the building , OPENS his cape - SOARS across the gulf between the two buildings - Gordon puts his weapon away . Curses softly . Turns to the SWAT leader .

We have clear shots on five clowns Snipers take them out, smash the windows - a team rappels in, a team moves in by the stairwells. 2 or 3 or three casualties, max.

SMOKED GLASS EYEPIECES slip down over Batman 's eye holes . Batman 's SONAR POV. : the layers of the building dissolve , levels of TRANSPARENCY PULSING rhythmically . Batman can see the people inside the building .

The Joker is standing by the window , looking out at his handiwork . The Chechen 's DOGS start BARKING . He SMILES .

Batman reaches into his utility belt , SPRAYS PLASTIC onto the glass - lets it harden - PUNCHES the window - which BREAKS QUIETLY as the pieces stick to the laminate - he slips inside -

Batman 's eyes glow white as he uses his sonar to look THROUGH the corner : AN ARMED CLOWN IS LEANING AGAINST THE CORNER .

Gordon 's phone rings .Gordon looks across at the Prewitt penthouse .Click . Gordon looks at the SWAT leader . Pale .Gordon moves to the door off the roof .

Batman GRABS the Armed Clown , drops him , silently . He goes to disarm him - THE WEAPON IS DUCT - TAPED TO THE CLOWN 'S HANDS . Batman RIPS off the clown mask : STARING , FRIGHTENED EYES - MOUTH DUCT - TAPED SHUT . it 's ENGEL . Batman looks up : Four more clowns line the windows , weapons duct - taped to their hands . On SONAR : he looks into where the hostages are crouched . the `` PATIENTS '' and `` DOCTORS '' are carrying weapons - these are the Joker 's men . Above them SWATS RAPPEL FROM THE ROOFTOP . In the stairwells , two more teams prepping .Engel nods , terrified .

The SWAT team arrives at the penthouse fire exit . They spread CHARGES across the inner wall -

The SWAT Leader checks his watch .A SWAT Sniper zeroes in on a clown - the clown DISAPPEARS - the Sniper looks up , confused -

Batman yanks the clown along the floor using his grapple gun - the clown takes down the two next to him - Batman leaps for the nearest two as SHOTS SHATTER the glass -

The SWATS rappel down the building - SWING in through the broken windows -

The `` hostages '' reel from the BLAST - The SWATS SWOOP in , aiming weapons at the clowns , throwing PERCUSSION GRENADES - Batman takes out the SWATS with fists and BATARANGS - The last SWAT aims at BATMAN - behind him a `` DOCTOR '' raises a shotgun . behind the `` Doctor '' Batman can see through the wall at SWATS preparing to breach . Batman VAULTS over the SWAT into a two - foot kick into the `` Doctor 's '' chest -

The Swats BLAST OUT THE WALL - the team leader steps up to the hole . the BAT - GRAPPLE FIRES out - lodging in his kevlar vest . he is YANKED , SCREAMING , through the door . The rest of his team look at each other . Steel themselves . Move in through the hole .

As the SWATS race in they find Engel , terrified , next to a pile of unconscious `` hostages '' , and their team leader , one end of an absailing rope tied around his waist . Batman is on them , weaving KICKING , PUNCHING , and , with one hand , clipping carabinners looped to the absailing rope onto their webbing of vests . Batman steps back - picks up the team leader - SWAT weapons aim at him - he hurls the Team Leader out the window . the SWATS watch him go . the rope pays out . one by one they are YANKED out of the window .

A SNIPER watches through his scope as the six man SWAT team soars out of the window and drops . The line snaps taut and they hang , like a mountaineering team in crisis . Batman , crouched in the broken window , secures the line .Batman looks right at the sniper - Raises his grapple gun - BAM . The bat grapple smashes into the Sniper 's scope - the rifle is YANKED out of his hands .

Batman races past a dazed Engel .into the main office . The Joker is there .The Dogs LEAP at Batman - SMASH him to the ground .

The Pilot -LSB- Passenger Ferry -RSB- finishes counting the votes . Reads the verdict .The passengers avoid eye contact with each other .

The Corrections Officers are in a phalanx in the corner , facing off against hundreds of menacing Prisoners .The Warden and his men look at each other . At the clock .

Batman WRESTLES with the Rotweilers - a blinding mass of Batman , black fur and bared teeth - The Joker POPS a switchblade . Moves in to the mass - Batman KICKS OFF the last of the dogs - the Joker JABS his knife into Batman 's RIBS -Batman recoils in pain . The Joker BUTTS him - KNEES him - ENERGY explodes from his lean frame - he KICKS the injured Batman back towards the glass .

The Pilot -LSB- Passenger Ferry -RSB- looks at the remote in his hands .Someone calls out from the back .He sets the remote down on a bench in the front of the lounge . The other passengers and guardsmen stare at it .

A HUGE , TATTOOED PRISONER pushes his way to the front . He walks towards the Warden , who is sweating , looking at the remote .The Warden looks at the remote . At the clock .

You do n't wan na die. But you do n't know how to take a life. Give it to me.

These men will kill you and take it, anyway. Give it to me, you can tell people I took it by force. give it to me and I'll do what you should have done ten minutes ago.

Everyone stares at the remote . One minute left . The Businessman stands . Walks over and picks it up .He looks at the other passengers . No one makes eye contact .

The Warden slowly hands him the REMOTE . The Prisoner looks at it . He looks the Warden in the eye . Then TOSSES the remote out the window . Warden , prisoners and officers are stunned .

Batman FLIES backwards THROUGH THE WINDOW - glass flying - the Joker KICKS out a wooden brace holding up the STEEL FRAME - Batman 's arms fly up as it comes crashing down onto his neck - saved by his protective gauntlets . Batman GRUNTS as the Joker STEPS onto the steel beam .Batman STRUGGLES to keep the beam from CRUSHING his neck .

The Businessman stares at the remote in his hands . Finally , he puts it down . Sits down . Waits to die . The clock strikes MIDNIGHT .

Batman indicates the clock . twelve o'clock .The Joker looks at the clock .

The smile disappears from the Joker 's face .The Joker CROUCHES down , hovering above Batman 's face and arms . Shows him the remote .The Joker ARMS the remote .Batman looks up at him .Batman 's SCALLOP BLADES FIRE OUT OF HIS GAUNTLET , nailing the Joker in the chest and arm - he STAGGERS back - Batman , freed , leaps forward - KICKS HIM OVER THE EDGE - GRABS the remote - The Joker GIGGLES as he FALLS , enjoying the ride . Something SLAMS into his leg , and he JERKS to a stop - BATMAN 'S GRAPPLE . The Joker HOLLERS in pain as Batman HAULS him up .Batman secures the Joker UPSIDE DOWN . The Joker is LAUGHING .The Joker looks up at him . A twinkle in his eye .Batman hauls the Joker up , nose to nose .Joker laughs . Batman leaves him to the SWATS .

Gordon gets out of his car , gun drawn . Makes his way into the blackened wreck of a building .

Gordon peers into the darkness .No reply . Gordon makes his way deeper . Up the stairs .

Gordon spots Barbara and their two children huddled together . He moves towards them - Barbara is shaking her head - WHAM ! Dent cracks Gordon over the head with his gun . Dent disarms Gordon , rolls him over . He turns to look at the ENORMOUS hole in the floor . From this side , in the moonlight , Dent looks completely normal .Dent TURNS , revealing his dark side .Dent MOVES towards Gordon .Dent turns - steps over to Barbara - puts the gun to her temple -Dent moves the gun to point at Gordon 's little girl .Dent moves to James Gordon . Brushes the hair out of the boy 's eyes with the muzzle . Gordon SNAPS .Dent pulls the boy away from his mother .Dent walks James past Gordon to the edge of the burnt floor . He touches the raw wood at the edge of the floor .SIRENS .

Dent looks at Gordon , FURIOUS .Dent indicates his face . His suffering .Dent chuckles . A macabre sight .Dent squeezes the gun a little tighter against the little boy 's neck . The boy WHIMPERS .Dent turns . Batman steps from the shadows .Batman steps closer , desperate , trying to reach Dent .Dent looks at Batman . Pleading .Batman looks into Dent 's eyes . Emotional .Dent is listening , the wheels in his deranged mind turning .Dent eases his grip on the boy .He points the gun at Batman . FLIPS the coin . TAILS . He SHOOTS . Batman COLLAPSES to the ground , clutching his gut .He points the gun at his own head . FLIPS the coin . HEADS . He looks a little disappointed . Finally , he points the gun back at Gordon 's son .Gordon looks up . Pained . Locks eyes with his son .Dent FLIPS the coin . High . Dent 's eyes FOLLOW the coin up - Batman HURLS himself at Dent and the boy . All three of them VANISH over the edge . A TERRIBLE CRASH - then silence , but for the sound of DENT 'S COIN , SPINNING on the floor at the edge of the hole . Gordon , horrified , RUNS to the edge - peers down - Dent lies at the bottom of the hole , his neck broken . DEAD . The coin stops spinning , GOOD SIDE UP . Gordon 's son swings into view , HANGING from Batman , who is holding onto a JOIST with all his strength . Gordon reaches down to GRAB his son - HAULS him up . Batman FALLS . , dropping and dropping , SMASHING THROUGH protruding WOOD and PIPES . He lands HARD near Dent .

Gordon races down the stairs . Rushes over to Batman .Gordon crouches at Batman 's side . The Batman GRASPS Gordon 's arm . STAGGERS to his feet .Gordon and Batman stare down at Dent 's body . Grave .Gordon stares down at SCARRED SIDE of Harvey Dent .Batman crouches to Dent 's body .Gently , he turns Dent 's head so the good side of his face is up . Gordon looks from Dent 's face to Batman . Understanding .Batman stands . Faces Gordon .Batman hands Gordon his police radio .INSERT CUT : GORDON STANDS AT A PODIUM AT DENT 'S FUNERAL . BEHIND HIM IS A LARGE PHOTOGRAPH OF DENT SMILING .INSERT CUT : GORDON , ON THE ROOF OF GOTHAM CENTRAL , AXE IN HAND , WATCHED BY AN ASSORTMENT OF COPS AND REPORTERS .GORDON TAKES THE AXE TO THE BAT SYMBOL - SPARKING , SMASHING .INSERT CUT : ALFRED HOLDS THE LETTER FROM RACHEL . THINKING .INSERT CUT : ALFRED BURNS THE ENVELOPE FROM RACHEL .INSERT CUT : LUCIUS FOX TYPES HIS NAME INTO THE SONAR MACHINE . INSERT CUT : FOX HITS THE `` X '' . THE MACHINE FLASHES RED `` SELF - DESTRUCT WARNINGS '' . THEN DIES . FOX SMILES TO HIMSELF . Batman hurries off . LIMPING into the shadows .James RUNS down the stairs to join father -Gordon stares after Batman .

As Cops race into the buildings the DOGS get the scent and pull away from the doorway , following the SHADOW into the stacks of shipping containers .

James looks at his father , confused .Gordon stares after the Batman . The sound of the dogs becoming louder and more ferocious .

The Batman LURCHES between shipping containers . STUMBLING . BLEEDING . He makes it to the bat - pod .The bat - pod streaks through Gotham 's underground streets , the Batman 's cape fluttering behind . A wraith .The Batman races up a ramp into a blinding light - CUT TO BLACK . CREDITS . END .

We move slowly through a crowded office . A hundred information operators in booths . SHARON works at a computer terminal . Close on her . She 's on a kind of autopilot as she does her job , and the people talking to her hear so little personality that her humanity barely registers . That she might have a beauty that is becoming hollow , or a private life that would astonish them - this , no one thinks about . She watches the clock . Five minutes to six .The clock . Two minutes to six .Pause . Behind her , a woman , another OPERATOR , waits for the chair . Six o'clock . SHARON gets up . The other OPERATOR takes her place and takes her headphones . SHARON starts to stand as she begins the next sentence . Pause .And the other OPERATOR takes her headset and completes the number as SHARON leaves her post .SHARON walks away . Cut to :

Hmmm. I guess I'm still waiting. I do n't know. I do n't know. Everything just seems so empty. Time passes so quickly.

No, I mean, like a day. You know, a day is always just over. I do n't know what I'm trying to say.

But what if I lead a good life? Does it still matter if I do n't believe?

Why would you get a tattoo that you did n't really want? I'm sorry, I do n't want to make you unhappy, but I really need to know.

Slow down. If everybody is getting this dream, how come it is n't on the news?

There are five billion people on the planet. There's I - do n't - know - how - many religions. Why does the God of some little country on the Mediterranean have to be the God for everyone? Is n't that a little arrogant? I mean, really? The Buddhists get along okay without Jesus Christ. The Hindus get along okay without Jesus Christ. The Moslems seem to be getting along okay without Jesus Christ.

I need a new direction in my life. There is a God, I know it, there is a God, and I'm going to meet Him.

Do n't take the Lord's name in vain, Randy. That's one of the commandments, it even comes before theft and adultery, it even comes before murder. That's how important it is not to take the Lord's name in vain.

When you do something wrong, we feel bad, and that's because there's a little bit of God in all of us, telling us to change our ways before it's too late. Is n't that right?

There is a spiritual need which is just as real as hunger, just as real as the need for love.

I feel sorry for you, Randy, I really do. But you have to leave.

I'm tired of the pain in my life. I'm tired of feeling empty all the time.

If I tell you, you're not going to believe me. But I have to tell you, so it really does n't matter if you do n't believe me. It does n't matter to me. I mean it matters to me, but you're the one who really needs to hear this now.

You ca n't understand, but I know what that's like. Until it happens to you, until you accept God into your heart, it's like a fairy tale, it's like some joke that you just do n't get.

There's no cult, Vic. There's only God, and his message of Love.

Hold for the number. Hi. Who's this? Hi, Susanna, this is Sharon. Have you met Jesus? Well, I'm sure you're in a hurry, but do n't you think you could take time out to get to know your Lord and Savior? well okay, well, you have a good day too. What was the number you wanted? Here you go.

Hi, this is Sharon. Who's this? Hi, Maria. Have you met God? You have? Is n't He wonderful?

Henry, God made me an information operator for a reason. I'm in a position to spread His word to hundreds of people every day, personally. One - to - one.

I know you ca n't believe this, but God is coming back to judge the world. And it's important, I have to tell people. We have to prepare for His return.

I know you are as lost as I was, Randy, and I wanted to tell you that you could know God. If you just surrender your pride, you can know God.

Randy, God is real. God is not make - believe, and you know that. You do n't want to admit that, because you're afraid.

We who are alive who are saved will be taken bodily into Heaven.

In the twinkling of an eye. The body will be transformed into spirit. And there is a warning. If you listen, if you pray for it. We'll hear the sound of trumpets, God's angels.

Paula, the universe you live in is cold and filled with empty space. The universe I live in is filled with God.

Well, we pray to God, and God tells Daddy what we're saying. That way he can hear everything.

Of course, I can. There's a better house waiting for me. God is building me a mansion, right now. What should I wear?

I'm going to Heaven, Paula. I'm going to Heaven. Mary and I are going to Heaven. And we'll wear these dresses, together, when we finally meet God. Randy always liked this dress. I'll wear it for him. I'll be seeing him soon. And he always loved to see Mary in this.

Angels do n't have wings. And I do n't know about the robes. I do n't know what they wear, but I guess I'll find out.

That's it! That's it, Mary, here it comes, here it is, he's calling us, come on, hurry, hurry.

I'm not asking you to understand, or to have faith, but the end of the world is coming, and we're a lot safer out here.

Is that a limit on how long I can stay in the park, or how long I can use this campsite?

So if I move over there, or over there, or over there. I can stay for another two weeks.

You know they are. God is coming back to judge the world. A lot of people are going to suffer.

Come on, baby, you're just hungry ; we'll get something to eat. Come on, let's go to town.

It's almost morning. As soon as the sun comes up, we'll go get something to eat.

You know, in Heaven there's Jesus and Baby Jesus, together, and Baby Jesus has the special job, has the special job.

of looking out for all the children. Mary, do you love Baby Jesus?

It's not fair to make you pay because I'm lost. If God loves us, He'll understand. We're going to Heaven now.

Daddy. We'll see Daddy. Yes. And we'll be together forever because nothing is broken in Heaven. I love you.

I killed her. I was going to kill myself too, but you ca n't get into Heaven if you kill yourself. You can get into Heaven if somebody else kills you but not if you kill yourself. Life is some kind of punishment, is n't it? You have to go through with it, even when you know what life is for.

I think He says that, basically, you have to love Him, no matter what. But I do n't love Him, not anymore. He has too many rules. He told me to meet Him in the desert. And I did and I waited. He did n't come. He broke His promise. He let me kill my little girl. And He still expects me to love Him? I'm afraid of Hell, so I have to wait out my life, waiting for God. Now : He'll forgive me and He'll let me join my daughter and my husband in Heaven, but first I have to say I love Him. You can send me to the gas chamber, and if I let God into my heart before I die, then I can go to Heaven, because God is merciful. How fast was I going?

A hundred miles an hour. If I had gone off a bridge and died, would I have gone to Heaven?

There's nothing more to say. Take me to God, Mary. I have to speak to Him.

Baby, it's all I have. If life is a gift, if it really is a gift, and there really is a Heaven.

Then why should I thank Him for the gift of so much suffering, Mary, so much pain on the Earth that He created. Let me ask Him why?

And now we see her sitting in the back of a Jaguar convertible . VIC is driving the car . VIC looks to someone offscreen .Now we see VIC . He is a beardless werewolf -LSB- I mean , spiritually -RSB- . SHARON is excited . She likes danger . Underneath , we feel her deep exhaustion .He 's thinking .From her challenging smile , his laugh , we cut to :

I like the airport. I like the bars at the airport hotels. I like tourists.

I dropped by a few of the hotels near the airport today. You'll never guess who I found. The most fascinating couple, really. They're from Philadelphia. Well, he's from Pennsylvania and she's from Florida and they're married. Is n't that romantic?

Sharon, this is my friend Andrea. Andrea is from Nebraska. Come and join?

Unnh - uhh. No you're not. Something's going on. You've changed. You've got this look right now.

He's rich, right? He's some rich guy, and you fell for some line of his.

So you can go to the airport and sell flowers, or do whatever the cult wants you to do.

Look, you'll give this up, someday. I know you, you'll give this up.

A rummy 's bar in Hollywood . SHARON and VIC lean against a wall , drinking from bottles . VIC studies a couple sitting alone at a table , side by side . Sharp - featured , long - haired , not talking , they are smoking .SHARON and VIC walk across the floor to the table . They slide into the seat facing the couple . Call her DIANA . Call him RANDY .RANDY and DIANA are quietly amused .They stand up . VIC takes DIANA 'S hand . RANDY and SHARON follow . Cut to :

'Cause it stays with me. I mean, I killed a man. I took his life, his only life. That's bad.

There are some questions you do n't ask. After that, they offered me another job, the same kind of job, better money.

No. But I think about that killing a lot. I think, you know, if we were n't taught that killing is bad, would I still feel as bad?

That was not a good year. 1975, that was my best year. I was nineteen. What was your best year?

I think that you are depressed, and I think that you should see a therapist.

Devil? Do you remember where we met? Do n't start asking me now to apologize for who I am or what I believe in.

You're the one with the guilty conscience. I sleep really well, or at least I used to.

And what does a shower at three in the morning have to do with eternal salvation?

No, it's not right. It's just conditioned by society. All we are is animals whose brains have become too big and too complicated for the purposes of satisfying our animal needs, which are food and sex.

Sharon, do n't you understand what's going on? The world's a disaster. We have no power to make it better. You hate your job. You hate your life. But you want to feel special. But instead of letting me do that, you're rushing off to something that's not even there. There's no Pearl, there's only us.

I do n't want to leave. I want to stay here with you. You know me. We know each other. We know each other's secrets, that's something. I think we can love each other, and I think you feel that too.

Ohh, uhh, Sharon. Sharon. How's that apartment coming? Is it still unclean?

Oh yeah? Is he going to move in, or did he keep his own place, or are you going to do that commuting thing? You've got to watch that ; it's very tough on a relationship. Why are you here?

Sharon, it's just a drug. Instead of doing heroin, you're doing God, and I need sandpaper.

Ever since I was a kid, I've had the feeling that something was going to happen to me. I always knew that when it happened, I would recognize it, and that I would n't mistake it for something else. I would n't have something happen to me and I would say, this is it! and then later on say, no, that was n't it. It was a secret feeling, and I never told anybody about it.

Louis, I'm trying to say this without causing you a lot of pain.

We have struggled together, but, you have to admit, it has n't worked out.

VIC leads the others in , turning on lights and slow dance music -LRB- Little Richard singing `` Directly from My Heart '' -RRB- . We move through the store to a far corner , to a model bedroom . SHARON reaches out to RANDY and pulls him to her . RANDY lets go of DIANA and dances with SHARON . They dance to be watched . They are moving toward a bed . DIANA takes VIC 'S hand . They dance . A blues song plays .RANDY lifts SHARON into his arms .SHARON dances slowly with RANDY ; they grind into each other , putting on a show . SHARON and VIC watch each other .SHARON sees this and shakes her head . DIANA goes to RANDY and SHARON .And we stay with Vic 's face as the other three fall on the bed . Dissolve to :

SHARON , RANDY , and DIANA on a bed . Their sex is a ritual , and the surprise here is their need . SHARON is the subject . They finish . They are still for a moment . SHARON gets up . We watch RANDY watching her . SHARON sits on the arm of a leather couch , smoking . RANDY comes over to her . Behind them , Vic begins fucking DIANA . SHARON looks grim . RANDY studies her .SHARON turns to look at him .The camera pulls back . We hear DIANA as VIC tries to come . Cut to :

Coffee break . Move through the room . Everyone sits alone , recovering from the phones . SHARON enters staring into space . Behind her are a group of workers , talking quietly but passionately . At first , SHARON does n't listen . Bits of the following drift into consciousness .SHARON has leaned back in her chair to eavesdrop .WORKER # 2 , facing SHARON 'S back , sees her leaning in and puts a finger to his lips .The other two glance over their shoulders at SHARON . She looks over her shoulder and sees them look at her . She pulls her chair forward .Cut to :

One note, a very clear tone. I found it on my piano ; it's B flat.

It's a message from God. If you really want it, all you have to do is pray.

She is in bed with RANDY . Under the sheet , he strokes her . She comes , pushing his hand away .He tries to start again .He thinks about it .A long pause .Cut to :

SHARON pulls subscription cards out of magazines . A door bell rings ; then there 's a knock at the door . SHARON answers it . Two men wearing suits , white shirts , and dark ties are there . Both are in their late thirties or early forties . In New York , you would assume they were bankers or painters trying to look like bankers . They are evangelists . None of the evangelists in this film sound like TV preachers or have a hint of the South in their accents .She shuts the door . Pause . She opens it again . The men are still there , still smiling .He hands her a small Bible .The men turn and leave . As they walk away , SHARON speaks :The SECOND EVANGELIST gives SHARON a warm smile .And she shuts the door . Cut to :

You understand that these are the last days. It ca n't go on like this. God is coming back. His prophecies are now being fulfilled.

Do you understand the difference between righteousness and faith?

For God so loved the world that he gave his only begotten Son. That whosoever should believe in Him should not perish but have everlasting life.

It's hard to believe unless you believe it. But when you believe it, then it's easy. You just know.

And some people say there are others like him, all around the country.

The phone rings . She picks up , and we hear VIC on the line .She sees evangelists pass outside on bicycles .

SHARON looking out . Behind her , VIC is dancing with ANGIE and the EXECUTIVE .

ANGIE laughs as the Executive goes to SHARON . She declines . SHARON 'S point of view as he walks back to the group . VIC dances with ANGIE while the EXECUTIVE gropes her a little . The EXECUTIVE unzips the back of ANGIE 'S dress as he turns her around , and as the dress falls away , SHARON can see a tattoo through the veil of ANGIE 'S long black hair . The tattoo is not finished : we see a long boat with an angel blowing a horn on the bow . Behind the scene is a large pearl .VIC looks .ANGIE wraps herself around VIC . The naked EXECUTIVE fondles SHARON while she watches VIC and ANGIE kiss and laugh , the EXECUTIVE wants to get inside her , but she wo n't let him , he can only use his hands . For a moment , she enjoys it , but the pearl on ANGIE 'S back is too compelling .ANGIE realizes she has to deal with SHARON 'S curiosity .She looks at the EXECUTIVE . He gives her a compassionate look .Cut to :

Well, you know how kids are. I almost got a tattoo once. She was drunk.

I know you. I should be embarrassed to even tell you where we met, but I'm not ashamed, I'm not ashamed of anything anymore, I found God, God found me. I was preaching the word of God at a shopping mall in Palm Springs, and they had me kicked out. So I went back in, and they had me arrested. Have you heard the word of God?

It's the greatest gift of all time. You have to trust completely in God. He'll forgive all your sins.

That's the first call. It's Gabriel blowing his trumpet. There will be six more calls. We have until the last call to repent. After that, it's too late. After that, it's too late.

It's God. He's giving us a last chance to save ourselves. At war, the First Horseman of the Apocalypse.

Hark! the herald angels sing, Glory to the newborn King ; Peace on earth, and mercy mild, God and sinners reconciled! Joyful all ye nations rise, Join the triumph of the skies ; With th' angelic host proclaim Christ is born in Bethlehem.

The three workers are sitting together , drinking coffee . SHARON comes into the room and walks over to them , then sits down . She acts as though she 's seen the light , but she 's heavy - handed and obvious .Silence . The men watch her carefully . She becomes uncomfortable , but they do n't release her from their hard stares . She is being evaluated .SHARON slumps , defeated .Cut to :

SHARON comes in . She goes to the bedroom . VIC is in bed with a woman .SHARON leaves and slumps down a wall in the next room .

SHARON wakes up . She shakes RANDY .And he gets out of bed . She rips the sheets off the bed and then we cut to : Close - up of clean sheets being put over the bed . RANDY is n't helping ; he leans against a wall , trying to sleep .

SHARON takes a shower . RANDY talks to her through the glass .SHARON is washing herself in a steaming hot shower . She scrubs herself with a hard brush . She gets out of the shower .RANDY watches in silence as she dries herself with a towel , cleans her fingernails , and brushes her teeth . She speaks to him in her reflection .SHARON flosses her teeth .SHARON cries .And he is out the door . Hold on SHARON .

SHARON reads the Bible the EVANGELISTS gave her and then simply clutches it . She tries to sleep , to relax . Her eyes close . Whatever it is , self - consciousness or doubt , she ca n't force herself to believe .Cut to :

SHARON drives aimlessly . She stops for a hitchhiker named TOMMY , rough - looking , with a bedroll and a rucksack . Cut to :

They're probably right. I'm not as dangerous as some guys I know, but I would never give myself a lift, that's for sure. No way. If I was a chick, no double - fucking way would I give me a lift. I've looked in the mirror. I've seen myself. I mean, with my thumb out, if I was a chick and I saw me, no sir. On the other hand, if I was a, if I was the one who was hitching and I was a chick, I'd stop for me in a second. In fact, I'd, I'd fuck me, too. In fact, if I was hitching and I was a chick, and I got stopped by a chick, I'd fuck me that way, too. Yeah. In fact, I would n't mind getting into a bi - girl scene with myself. Actually, you're the first chick that has ever given me a lift. I think other chicks do n't pick me up because they can tell I carry a gun and I've been to prison in Vermont. I do n't think they can tell I've been to prison, but that's where I'm from. Vermont. You ever been to Vermont?

I'm from the Lemon Fair Valley. Actually, there's no lemons in Vermont. Actually, it comes from the French, Lay Moan Vayer, which means the Green Mountains. Which is what Vermont means. Green Mountains. Vert : Green. Mont : Mountains. Vermont. Green Mountains. Anyway, my father's a farmer. I left home. What's your name? I'm Tommy.

Sharon? Did you know that the state bird of Vermont is the Hermit Thrush? I'll bet you did n't know that. The state flower is the Red Clover. Highest point is Mount Mansfield, I believe, which is four thousand three hundred ninety - three something, I do n't know. Hey, have you got a quarter? Let's get some magic finger going in here. How would that be?

Tracking shot past the entrance . SHARON 'S is not the only car parked at the motel .

TOMMY is on the round bed . He plays with a knife . We hear the shower running . The camera peeks into the bathroom .

SHARON is in the shower , dressed . TOMMY 'S rucksack is just outside the bathroom .

SHARON pulls a gun from TOMMY 'S rucksack . He hears something , turns . SHARON is standing there dripping , with the gun .TOMMY raises his knife , she cocks the gun , and he plunges it into the bed . Dissolve to :

SHARON is in bed , the blankets pulled up over her head . She pulls the blankets down . She reaches beside her for her bag . She opens her bag . A pint of pear schnapps . She drinks half the schnapps . She takes the gun and puts it under her chin . She closes her eyes and holds the gun for a long moment . She opens her eyes . The disorder of the room bothers her . She gets out of the bed and puts everything from the bag but the gun back into it . The ashtray on the night table is filled with crushed butts . She pulls the drawer open to hide the ashtray , and she finds the Gideon Bible . She puts the ashtray on top of the Bible . She is a bit disgusted with herself ; disappointed at her lack of resolve . Then she takes the Bible out of the drawer and opens it . She starts to read the Gospels . A golden light fills the room . SHARON is thrown backward by it , and before she 's eclipsed by its brilliance : Dissolve to : Extreme close - up : a pearl . You 've never seen a pearl this close , so close that we lose its shape . All we can see of it is the color : the changing white , silver , and pink . It is beautiful . You do n't want it to go away . Dissolve to :

SHARON is sleeping , smiling , at peace . She wakes up . Everything is different . She gets up . She goes to her closet and takes a simple dress from a hanger . She hears a door . VIC is behind her . She covers herself with the dress .She nods . He does while she puts on the dress .VIC can sense that something is different about her by the way she talks to him so directly and so calmly , and by her placid smile . VIC lies on the bed . She comes out from behind the door .VIC jumps off the bed .SHARON is alone , content . Cut to :

Go down the rows of computer terminals , hearing other operators . Stop at SHARON .She looks up and sees HENRY , her supervisor . Cut to :

The door is closed .HENRY takes his time before speaking .SHARON puts her hand on her heart .HENRY studies her .SHARON smiles .He looks at her . Cut to :

You're supposed to spend a maximum of fifteen seconds on each call. Do you know what your average has been?

Two minutes. You were clocked on one call at seven minutes fifteen.

That's right. And you're not doing the one you're being paid for.

Sometimes people have heard about the Pearl and they try to pretend like they've seen it, but you can always tell when they're lying. You just ca n't fake it.

When they first meet Him, everyone thinks that Judgement Day is just around the corner. I remember that feeling very well ; it's a powerful feeling. But. that sense that it's going to happen tomorrow passes when tomorrow comes and He does n't. And then you understand that those feelings, as powerful as they are, and the dreams, as real as they are, are still just shadows of the real thing, and no one can say how far away that real thing really is.

I do n't know you, but I know you. A lot of people who have come to God are broken. They've been messed up by life. The unbelievers try to make it seem like there's something wrong with us, that we're stupid, but only the humble hear the voice of God. You're alone, are n't you?

It's hard at the beginning. You give up your old life, and it's like you've come to a new country. Your old friends can not really be your friends anymore.

God is coming back. There are wars and rumors of wars, and a curse devours the Earth, and those who live in it are held guilty.

A small , spare room . No pews , only a circle of folding chairs . Perhaps twenty people are there . We 're watching HENRY and his son , THE BOY , about ten years old . He never speaks out loud ; he whispers behind a cupped hand into his father 's ear . On SHARON , across from them , watching . On THE BOY : he cups a hand and speaks to HENRY . HENRY addresses the room .THE BOY again whispers to his father .An OLDER WOMAN in the circle .THE BOY whispers to his father .The people in the room hug each other . SHARON gives herself to the hugs and gives hugs . Love without sex . Dissolve to :

RANDY sprays coating on a metal gate . SHARON arrives .They walk into an adjoining woodshop .SHARON kisses RANDY . They hug . TITLE SUPERIMPOSED : SIX YEARS LATER

There are more people in the room now . THE BOY is older now ; and although HENRY is beside him , he speaks directly .RANDY takes SHARON 'S hand . Cut to :

So far, we're still in the realm of signs and wonders. But the Rapture is coming. It says so in the Bible. Our bodies will be transformed into spirit. And then we will be caught up in a cloud to meet God. The end is coming soon. This year.

This is from the Book of Revelation, chapter 12, verse 6. It says, `` And the woman fled into the desert where she had a place prepared for her by God.'' Is anyone else getting visions that tell us we have to go to the desert?

You're the only one who can hear these calls. It could be Satan.

The bedroom is now filled with Christian icons . SHARON and RANDY wake up together , shaken by the same image .

SHARON and her daughter , MARY , six years old , sit at the kitchen table .Slowly dissolve to :

And you believe that when we die we'll go to Heaven, because we're saved, right?

Then why ca n't we just die and go there really quickly and be with Daddy again? Why do we have to stay here and just hang around and wait for God? Come on, Mom, let's die.

God. You said you'd give God one more chance, and if we did n't get the Rapture that we could die. That's what you said. You promised.

Do n't you love God? Then why ca n't we just go to God? Go now. Now.

Mom! You have to make up your mind, now! Gabriel is coming, Mom, Gabriel is coming.

But we do n't need any food. God will give us food when we get to Heaven. I'll be in Heaven tonight. There was a river. And I was in Heaven.

God is coming back, Mommy. There are wars and rumors of wars, Mommy, and a curse devours the Earth, and those who live in it are held guilty.

Mother, listen to me. The living outnumber the dead. The Armies of the Lord are waiting for the Day of Judgement. Do n't you still love God, Mommy?

I know you want me back, but I ca n't come back, Mommy. I'm dead.

You know when you hear those songs about the river that washes away all your sins? Well, here it is. Heaven is on the other side of the river.

It's there. If you love God, it's there. Foster. Do you love God for giving you the gift of life?

If you do n't tell God that you love Him, you ca n't go to Heaven. Tell God that you love Him. Mommy!

We move through the water , and the change from the light is easy , gradual . The water is ethereal ; we do n't even know this is a pool yet ; it could be a body of heavenly water . The calm surface of the pool explodes as a six - year - old - girl , MARY , bursts to the surface . SHARON moves through the water . Her friend PAULA floats on a raft .MARY listens .

Okay, do you mean that if you're a Christian and you're ironing your shirts and the Rapture happens, you'll be taken to Heaven in the middle of doing the laundry? Or does God give you time to turn off the iron, or do your shirts burn?

Well, I mean what's supposed to happen? You are supposed to float up into the sky?

Because I would have a rock to stand on, because I could tell myself that everything was for the better because God has a plan.

It is so hard for me, Sharon. I try to resist it as much as possible.

I tell myself it's just conditioning, it's how I was raised. I tell myself that if we did n't tell our children about God, they would n't ask. It is a story we tell ourselves so everything makes sense.

Why do n't you sell the house? You ca n't just walk away from it.

God wo n't come, the bank will own your home, and what are you going to do then?

Sharon, Sharon, listen to me. I do n't know if you can hear me, but listen to me. You need food.

You need a tent. I do n't want you guys sleeping out in the car. Okay. Candle, matches, flashlight.

You need something else. You ca n't go out to the desert alone, there's a lot of creeps out there, Sharon, and a woman alone, I'm scared.

You do n't have to use it. But you have to take it. And you can bring it back to me when you come home.

RANDY is now a supervisor in a large insurance office . He is well groomed ; his hair is cut short ; he is a few pounds lighter . Other workers are around . RANDY is arguing with LOUIS , another worker . A security officer stands behind RANDY .Cut to :

They were a bunch of a - holes. A - holes Anonymous. And you're an a - hole. And I'm tired of kissing your Christian a - hole.

MARY and her parents , RANDY and SHARON , hold hands in a circle . This is a happy family .

We hear a blast . We see RANDY in his office at the corner of a hall . There are two bodies in the hall , and LOUIS walks down it with a gun . RANDY gets up from his desk and starts to come out . As he does , LOUIS shoots into an office . LOUIS goes into another office , and we hear two more shotgun blasts . RANDY is now out of his office and turning down the empty hall when LOUIS comes back into the hall .And he blasts RANDY . Cut to :

MARY opens the front door .The living room is filled with friends who have brought food to SHARON . MARY and other children play . SHARON talks to PAULA on a balcony .Cut to :

SHARON comes down the stairs and stops . Pull back to reveal : We are outside a Photolab in a corner pod mall . SHARON walks into view , looking at the snapshots of America rolling off the printer . In the photographs , we see RANDY wearing the clothes in which he died , and he 's trying to reach her , trying to say something to her . Her husband appears improbably in a picture at the beach , standing behind a typical family . Then RANDY is pictured in the desert , standing on a tall rock pile , his arm raised , calling her to him . He 's pleading with her . Cut to :

The room is filled ; people are standing on chairs at the wall . There 's still a circle in the middle , but it 's smaller . HENRY and THE BOY are flanked by the two EVANGELISTS . SHARON is across from them , with MARY . Now THE BOY speaks .SHARON wants to cry . She gets up and takes Mary 's hand . The crowd parts for her , making a path to the door . She starts walking toward it , about ten feet .THE BOY shakes his head no .THE BOY shakes his head . No , he wo n't answer . SHARON is scared . She opens the door .

SHARON and MARY are framed in the church door , the faithful behind them . They walk out into the sunset . Cut to :

SHARON is packing a sports bag while PAULA watches her . PAULA is desperate . SHARON is calm . SHARON holds up a few of MARY 'S dresses while she studies the clothes in her closet . PAULA has a shopping bag filled with food .She takes out a few dresses .PAULA sits on the bed .SHARON packs a sweater .PAULA pulls the named items out of the bag .She takes out a small handgun .SHARON holds PAULA 'S hand , and she looks at the gun .Cut to :

SHARON and MARY drive into a campground somewhere in the high desert . There are Joshua trees , yuccas , and large rocks and rock piles .Another car pulls up . Dissolve to :

SHARON and MARY sleeping . We go into SHARON 'S dream . She is dreaming of the Pearl . Cut to :

ROCK CLIMBERS are high on the sheer face of a rock wall . MARY watches them . One CLIMBER rappels down the rock and lands beside them . He is lean , muscular , cool .They look up at the sky .

There is n't much food left or water . We hear a loud siren . SHARON grabs MARY . MARY grabs for her toy panda .She runs with MARY up a rock formation , higher and higher . The sound continues . MARY drops her panda and screams out :SHARON scrambles back to get the doll . It is out of reach . She gets it . MARY hugs her panda , and they continue on up the rock until we have a good view of the whole campground .

The horn is still loud and clear . SHARON holds MARY , their faces lifted to the sky , waiting for the Rapture . We see a CLIMBER running across the parking lot to his car . He turns off the alarm , and the sound stops . SHARON remains frozen for a second ; then she sits down . For the first time , we see real doubt and the beginning of defeat . MARY starts to cry .SHARON puts her arm around her . She is too young to really understand what she 's asking for .Cut to :

A county sheriff 's car drives into the campground . FOSTER MADISON gets out of it . MARY and SHARON pray at a picnic bench . Something about SHARON attracts him . He could be hard , but he is curious , soft .FOSTER crouches to be closer to MARY .FOSTER looks at SHARON .MARY walks away .FOSTER wants to be fair ; he sees a woman in need .SHARON smiles a little .FOSTER gets back into his car . When he is gone , SHARON breaks down and cries .

Actually, it's just a limit on how long you can use this particular campsite.

I hope that's not true ; but if there's no law against it, my hands are tied.

Yeah, I know, I, it's just that sometimes you want to sit on the ground, you do n't want to get dirty, it s nice to have a blanket.

I, I brought your little girl a candy bar. I know moms are worried about cavities, so if you do n't want to give it to her, you know, I'll understand.

Well, if the world is coming to an end, this is n't the place to be. Let's go.

The camera moves toward SHARON . We 're getting inside her dream again . Brief glimpses of an orgy .

The Pearl recedes , gets smaller , and finally disappears . Blackness .

SHARON looks through trash cans . No food . She turns the water jugs upside down . No water . MARY watches her .SHARON does n't answer immediately .Cut to :

A motorcycle comes into the campground . SHARON and MARY are in the tent . SHARON pokes her head out . The motorcycle comes closer . SHARON gets out . FOSTER , out of uniform , is on the motorcycle .He reaches into his pack for a blanket . He hands it to her .He wants to talk . He looks at her .And he rides away . She returns to the tent .

Close on MARY . She cries out in her sleep .MARY wakes up , and she cries deeply . Her face tells us everything : she has given up hope .SHARON tries to make sense of this . She ca n't ; she 's too tired right now for tests of faith . She smiles and looks her daughter in the eye .Cut to :

SHARON is at the pick - up window . The food order is put out for her . The CASHIER waits for the money . Behind him is the MANAGER .SHARON looks at him . He knows what the look means .SHARON quickly grabs the food and drives away .

SHARON returns to the Joshua tree campsite . MARY devours her burger and fries . SHARON 'S face is set . She is on the other side of something powerful .

SHARON and MARY walk up the hillside . MARY kneels and clutches her toy panda . SHARON stands behind her .Now we see the gun that PAULA gave her before she left home . The sun is going down .MARY makes a face as though she 's about to enter icy water . With her panda tucked under her arm , she clasps her hands in prayer even harder .SHARON pulls the trigger , and the gun fires . MARY is dead . SHARON takes the gun and puts it to her head . She holds the gun . We watch . We wait . Will she ? Can she ? She empties the gun into the air , screams at the sky ; then she sits down on the ground ; then she lies down beside MARY and goes to sleep . Fade - out . Fade - in :

SHARON places a cross on the panda on top of the grave and then gets up . She walks away , empty . We hear hoofbeats , one horse , distant . The sound gets louder .

SHARON speeds down the highway , and everywhere she looks she sees a white horse flashing in her vision . Cut to :

SHARON keeps speeding . The white horse is gone . And then the red lights of a sheriff 's police car appear in the mirror . The siren is close . She is sure she has been caught . She pulls over . The sheriff 's OFFICER MADISON from the campground . He shines his searchlight on SHARON 'S car . Then he walks to the car and knocks on her window .SHARON gets out of the car .She does n't answer .She gets them . She holds the license and registration out in her hand .He takes the identification and goes back to his bike . SHARON nods yes . He studies the license . We look at him for a moment . He is not a bad man , and he is studying SHARON , less as another speeder than as a woman in obvious trouble . In the beginning , SHARON is catatonic ; her answers are short and sparse . As FOSTER continues to press her , she starts to unravel . She realizes what she has done .Dissolve to :

A guard leads SHARON down a row of cells . A door is opened and then locked behind her . A woman on the next bed is reading the Bible , and when she lowers the book , we see it is ANGIE , the swinger with the tattoo . SHARON says nothing to her .And she turns away from her . Fade - out .

SHARON hears a sound from her cell . A flaming sword slices the air . The sword stops flaming when it cuts through the air . The sword is held by the ARCHANGEL MICHAEL . ANGIE sleeps . Another angel drifts into this scene outside the cell . MARY appears dressed as she was when she died .SHARON looks as they vanish , then , after a beat , looks down . Cut to :

We move through the cells . A trumpet plays one long , extended note . The prisoners look outside .We hear the hoofbeats again , getting louder . People look up . The sound seems to be in the middle of the room . The sound of the hoofbeats is impossibly loud , and we see on the TV screen the faint image of a white horse over a ballgame . Then the game disappears , and we see the feet of the horse .The horse is replaced by a trumpet . The channels are changed , and the golden trumpet blowing the pure tone is seen across every channel . It is a long trumpet raised high before a deep blue background . A hand holds the trumpet , but we do n't see the angel 's face . ANGIE begins to sing :As she sings , the trumpet sounds again . The hoofbeats grow . The blast gets louder . Prison bars start to collapse . All of the bars fall out of the walls , collapse to the floor with a great noise . Women step slowly out of their cells . A helicopter sounds in the background . Everyone sits quietly . No one knows what to say .ANGIE leaves . SHARON is alone in the cell . FOSTER walks down the corridor .

SHARON rides behind FOSTER on his motorcycle . Hoofbeats are closer . The red horse ridden by a rider wielding a long sword chases them . The rider holds a pair of scales . The trumpet continues to sound . Cut to :

SHARON and FOSTER are on the bike . The night sky is filled with the image of a huge bull ridden by a ghostly woman holding an immense candelabra . Cut to :

The motorcycle comes to the crest of a hill . Smoke surrounds the two . It is impossible to go ahead . They stop driving . The smoke obscures everything now . Hoofbeats . The world is dissolving . The FOURTH HORSEMAN , DEATH , riding the pale horse , appears in the fog of smoke and comes slowly toward them . SHARON and FOSTER get off their motorbike and watch the horseman . Then , they begin to rise slowly into the smoke . She does n't want this .They disappear into the smoke . Dissolve to :

We are in the dark . The noise has stopped . Then we see them , barely lit , a hint of something like moonlight on them . A voice , MARY 'S :SHARON walks to her , but MARY is just out of reach and stays there .She points to the distance , into the darkness .Then he smiles , and then he disappears .And then we hear Gabriel 's final call . Gabriel 's melody is like the infinite regression of an image in parallel mirrors , and the melody stretches into the end of time . While they listen , a gold light , as though a sun is setting , fills SHARON 'S face . MARY takes her hand and stands beside her . The gold light shines on both of them .MARY lets go of SHARON .MARY fades away .And to the darkness , SHARON says :She is alone . We pull back .

A large , run down farm . A cardboard skeleton nailed to the wall of a shed . A bed sheet in the form of a ghost . It 's gently swaying back and forth in the wind . A half finished barn . A tumbleweed blows by the screen . A scarecrow with a pumpkin for a head . It sits on a tractor , an axe by his side . A fence . A sharp piece of farm equipment is hanging from it . A Halloween style weathervane .

An ambulance appears in the distance , it 's headlights barely penetrating the wall of darkness . It 's a large and lonely road , surrounded on either side by a thick wall of towering trees . POV We are looking in on the two PEOPLE in front . They 're both men in their thirties or forties . They do n't talk to each other , just stare straight ahead . We see movement through the tiny window at the back .

The ambulance pulls up to the gate . The driver honks the horn . A GUARD comes running out of a building . He turns on his flashlight , looks inside the ambulance , then at his clipboard . He waves them through .

Another GUARD pushes a button on a control panel and the doors slide open . A MAN AND WOMAN rush in , wet .They put the objects into the tray .The man and woman follow the attendant through hallways .They step into an elevator .He opens the elevator door .The scene switches to a person all bandaged up laying in a hospital bed . A NURSE talks to DR. HOFFMAN .The man and the Dr. Hoffman both leave the room while the woman goes to check out the patient . She feels for his blood pressure and then his hand falls out from under the sheet . The scene then goes to the Dr. and the man .

Yeah this is where society dumps its worst nightmares. Yeah the one your picking up - just thinking about him gives me the willies. Yeah, a decade ago, Halloween night he murdered 16 people, maybe more - trying to get to his sister. Nearly got her too. But his doctor, of all people, shot him six times. Then he set him on fire. Both of them nearly burned to death. Yeah, I'll be glad to see this one gone. Oh yes in deedie.

I'd assumed Dr. Loomis would be here. Michael Myers was his patient.

If Loomis read memos he's be here. Fortunately his position is more ceremonial then medical. My hope is that he's either transfer, retire, or die.

My what a cute little clown. Lets see what I have for you. There you are, sweetheart.

For Christ sakes. Spare me the speech. I've listened to it for a decade. The fact is that Michael Myers was a federal patient, and a federal prisoner therefore he is subject to federal law.

I've said this before. I think your the one who needs medical help.

Apparently there was an accident. Just south of Mill Creek near the.

Look, even if by some miracle Michael is conscience, his muscles would be totally useless. Give the troopers a chance to search.

Michael is being wheeled out to the ambulance .They put Myers in and close the doors .They drive off , leaving Hoffman standing there . He 's glad . Michael Meyers is finally away from him .

The woman and man are talking , an unconscious Michael Meyers between them .Michael 's hand . It slowly grips his blanket . The terror has awakened . RESUME ON MAN AND WOMANSuddenly , Michael 's hand shoots forward , grabbing his head . The woman screams as Michael repeatedly pushes the man 's head into a wall . Blood smears along the wall . The woman sinks down onto the floor , screaming .Michael digs his finger deep into the man 's skull , drawing blood .

JAMIE LLOYD , Laurie 's nine year old daughter , sits on the couch , staring out the window . An ambulance sits outside . Jamie is very pretty with dark hair . SUNDAY , the family dog , sits next to her . RACHEL , the Corruthers ' only daughter , comes into the living room . She 's about 16 , 17 . Her blond hair falls around her shoulders . She sits down next to Jamie .Jamie looks out the window and sees that the ambulance is gone .She calls Sunday and he follows them .

What is this? Four nights in a row? You going for a record here? The seven year olds insomniacs hall of fame?

We're not real sisters Jamie, but that does n't mean I love you any less.

Your mother used to baby - sit me when I was your age. I bet you did n't know that.

Sleep tight. We'll have French toast for breakfast, okay? Come on Sunday. Night night.

Not tonight. I've got that date with Brady. You know how important that is.

What am I supposed to tell Brady? Sorry, but I've got to baby - sit my foster sister, go and have fun by yourself.

Sure it is. I think tonight Brady was ready to make a commitment. But now my future relationship, my engagement, my marriage, my children, your grandchildren, have all been wiped out because I have to baby sit tonight.

Jamie, I'm sorry. I did n't mean it like that. I can go out with Brady tomorrow night. Its no big deal.

Well tonight we're going to do something better. We're going to go trick - or - treating.

It's Halloween. I mean do n't you want to get dresses up in a really scary costume and get some candy?

How about this afternoon I pick you up from school and we go get ice cream?

Well I do n't want to come on too strong. A guy hates a girl to come on strong. Fragile egos and all of that.

Your okay. You probably saw a mask and it scared you. At least your not cut. Come on, lets go home.

I know, and next to that is the police, hospital, fire, and probably National Guard.

Okay. Well when he comes in could you tell him to drop by at about eight. I should be home by then.

So you hop on to the next best thing? I thought you were different from other guys.

Oh really? Well, I'll just let you get back to little Ms. Hot panties.

Jamie! Where have you been? Do n't ever go off on your own at night again okay? Not ever.

We have to get out of Haddonfield, the state police at on their way let them handle it.

Now, I lay me down to sleep I pray the lord my soul to keep, if I should die before I wake I pray the lord my soul to take. God bless Mr. and Mrs. Corruthers. God bless Rachel, God Bless Sunday, god bless me. And god bless Mommy and Daddy in heaven. Amen.

I'm sorry I ruined everything. If I was n't here you could go out.

But you wanted to go out tonight. It's my fault that you ca n't.

Oh please come alive Rachel, please come alive. You ca n't be dead. Come alive Rachel!

She leaves , closing the door behind her . The window is open , band wind blows inside , chilling the room . Jamie walks over to close it , and as she does , she passes her vanity , with a large mirror in the center surrounded by two mirrors on both sides . Thunder lights up the room , and Michael , mask in place , is seen in the mirror . Jamie does n't notice . Jamie closes the window and looks around . She walks to the closet and opens it . She sits on the floor and picks up a box . She takes off the lid and goes through the various pictures inside . She comes to a picture and pulls it out . It 's a picture of Laurie holding a pumpkin , smiling . Jamie begins to cry . Thunder rumbles outside . Jamie puts the picture back in the box and closes the closet door . She walks over to her bed and gets on her knees , about to pray .She 's about to crawl into bed when the closet door creaks open . Strange . Jamie slowly stands up and walks over to the closet . She grabs the door and opens it . On the floor is her doll . She picks it up and sets it on a shelf . Jamie turns , but a creak noise behind her grabs her attention . She looks back into the closet , but of course nothing is there . She stands for a minute , her mind in overdrive . She dismisses the noise and closes the door . She walks to her bed as thunder rumbles in the distance . Again , the closet door creaks open . Jamie just stands there . Why is the door opening ? She slowly heads towards the closet , her eyes roaming the room . Suddenly , a hand snakes out from under the bed and grabs Jamie ! She screams ans falls to the floor . Her tiny hands flail about on the floor , trying to find a handhold . She kicks and gets her foot free . She races towards the door . At the bed , a figure sits up and turns to face us , even though he is bathed in darkness . Lighting cracks outside , and the room is illuminated . It 's Michael ! Jamie screams and runs to her door , but it wo n't open .Michael stands up . He has a knife in his hand .She finally gets the door open , only to reveal . MICHAEL , knife high in the air , prepared to strike . Jamie screams and backs up in fear as Michael advances .

A door flies open and DARLENE , Jamie 's foster - mother , runs out into the hall , closely followed by RICHARD , Jamie 's foster - father .

Oh dear God. Its all right. a bad dream, just a nasty old dream.

Darlene flings the closet open to find Jamie , eyes closed , clutching the box full of pictures . Darlene drops to her knees and embraces Jamie .Richard takes Jamie in his arms .

Honey, this tie has a spot on it, I ca n't wear this today. I got a 10:30 with Chuck.

Sorry. Do you suppose Susan could just bring her crutches? Oh, stupid question. Tell her I hope she feels better.

Good job Rachel. That little girl needs all the love we can give her right now and all you can do is think about yourself.

I want you two to have fun tonight. Make sure Jamie's in bed by 9:30.

Do n't make fun. Tonight is the difference between vacations in Bermuda, or spending another two weeks in Cleveland with your grandmother.

They 're house is a nice red brick with two stories . Looks to be early Victorian style . In the streets , children ride bikes and walk . SUPERIMPOSE : HADDONFIELD , ILLINOIS OCTOBER 31 , 1988 HALLOWEEN

Darlene is making eggs . Richard bends down to pick up his coffee and his tie dips into it .Darlene looks over and sees his tie , wet . The phone rings .Rachel comes into the kitchen and begins opening cabinets and pulling out stuff . She goes over to where Darlene is talking . DARLENE . -LRB- into phone . -RRB- Hang on Mrs. Pierce . -LRB- to Richard . -RRB- Not that tie , on the other side . -LRB- to Rachel . -RRB- That 's not the only thing your eating Rachel .Jamie appears in the doorway . Rachel does n't notice her .She runs off . Rachel groans .Rachel gets up and heads out of the kitchen .

There 's a knock at the door . It opens and Rachel comes inside . Jamie sits on the bed , petting Sunday . Rachel sits down .Jamie just sits there . Rachel has to try a different tactic .

DR. LOOMIS walks down the hallway , limping . He has burn scars on his face and hand . He walks to a door .

Hoffman sits at his desk , typing .He holds up his hand and indicates his face .His phone rings . He answers it .He hangs up . He looks at Loomis , not sure how to say this .But Loomis is n't listening . He bolts to the door .

You know damn well about what. You let them take it out of here.

We're not talking about any ordinary prisoner Hoffman! We are talking about evil on two legs.

Do you know what today is? Do you know the date? Everyday I look at myself in the mirror and everyday I remember. Look at me Hoffman, take a good look.

Your talking about him as if he were a human being. That part of him died years ago.

Haddonfield. It's a four hour drive. You can reach me through the local police. If you did n't find him in four hours, I'm sure I will.

Why now? You waited 10 years. I knew this day would come. Do n't go to Haddonfield.

If you want another victim take me, but leave those people in peace. Please Michael. God Damn you.

Michael Myers has escaped from Ridgemont. He's here in Haddonfield.

10 years ago he tried to kill Laurie Strode, and now he wants her daughter.

Six bodies, Sheriff! That's what I have seen between here and Ridgemont. A filling station in flames. I'm telling you Michael Myers is here in this town. He's here to kill that little girl and anybody that gets in his way.

Find this little girl, get her somewhere safe. Call the local T.V. station. Tell them to get people off the streets and behind locked doors.

You have n't got a police force! These men may be the only defense you've got.

The Corruther's house. That's where Jamie lives, that's where he'll go.

Oh no you ca n't. I've just been there. That's the first place he'll look for you. Where's the school house? Where is the school house?

Road flares are lit and tossed on the ground . Police tape is strung up . Loomis 's car comes roaring down the road . It pulls up to the accident scene . An OFFICER waves them , on . The car comes to a stop and Loomis and Dr. Hoffman climb out .He points to the overturned ambulance in the pond .A COP comes over to them .He starts walking towards the pond . Dr. Hoffman ca n't believe Loomis .Loomis just stands there for a minute , then walks into the pond . The water is not very high , and Loomis uses his cane for support . He walks to the back of the ambulance and looks inside . Everything is bloody . The bed is tipped and splattered with blood . Loomis knows what happened . He knows . Loomis turns away from the scene of bloody carnage and walks back to shore .He begins walking back to his car .

Sometime in the night. They probably lost the road in the storm. Come down the embankment. It happens.

You do n't know that. Michael could have been thrown from the bus.

Okay, there's a highway patrol substation about 4 miles down the highway. You'll see the turnoff signs. Now we've got officers on duty, they'll take care of you.

A MECHANIC works underneath a car . He calls out to another mechanic .He gets no response . He wipes off his hands with a rag and slides out from underneath the car . He gasps . MICHAEL stands above him , pole in hand . He smashes it into the mechanic 's stomach , killing him instantly .

Loomis 's car pulls up to the gas station . Loomis turns the car off and gets outside . He yells out to the gas station .No response . Loomis grabs the gas nozzle . He bends his license plate back and unscrews the cap lid . POV - THROUGH GARAGE WINDOW Someone is watching Loomis as he pumps gas . ANGLE ON - LOOMIS He finishes pumping the gas and places the nozzle back on the pump . He reaches into his coat for his wallet . He walks into the garage .

Loomis searches through the garage .Loomis passes a big hook , and suddenly there 's a rattling behind him . He turns to see the mechanic , tied up with chains , dead . Loomis races outside .

Loomis throws open the door and looks around .No response . Loomis pulls out his small gun . He spots a phone behind the counter . He races to it , but stops when he sees the dead waitress laying on the ground .He looks at the phone , but it 's broken . Loomis glances around the store , and sees a pay phone on the back wall . He walks over to it and grabs the phone . The cord has been ripped out . Suddenly , he feels eyes on his back . He turns .And sure enough , there is Michael , wearing a pair of coveralls , standing in the doorway to the kitchen .He takes a step closer to Michael .He raises the gun and fires two or three times before realizing Michael is gone . He rushes to the window and peers outside . He hears a car door slam close .

Loomis comes outside and looks around .Suddenly , the garage door breaks open as the towing truck comes roaring outside . Loomis takes aim and fires , but his bullets do nothing to stop the truck . Loomis jumps out of the way . The truck hits one of the pumps , tossing it into the air . Fire erupts , engulfing the other pump , then Loomis 's car . A huge explosion ensues . Loomis jumps behind some barrels . The truck takes off down the road . The fire spreads to the electrical pole and blows the fuse box . The wires snap free .

The bell rings and all the children come pouring out . They all wear costumes , except Jamie . She goes over to a rack and grabs her lunch box . Three KIDS surround her .The kids start chanting bogeyman .She starts walking away . The kids begin chanting , `` Jamie 's an orphan . ''

That's because everyday is Halloween at Jamie's house. Right Jamie. Because your uncle is the bogeyman.

Jamie runs outside , but the kids ' chants still haunt her . She runs over to a tree and begins crying . She immediately stops .A car pulls up . Rachel sticks her arm out and waves .Jamie turns . Rachel notices that something is wrong .Jamie gets in the car and they drive off .

Jamie sits in between Rachel and her friend Lindsay .They continue driving .

You know Rach, Discount Mart is having a sale on Halloween costumes.

Your just going to go in and buy a costume for Jamie. Perfectly legit.

WADE , a teen around Rachel 's age , tries on sunglasses , looking into a mirror . But he 's really staring at KELLY , a beautiful blond teen with looks that could kill . The only problem is she 's Sheriff Meeker 's daughter . BRADY , Rachel 's boyfriend , and another GUY are by Wade . Brady stands behind a counter while the guy stands next to Wade .He throws a wad of bills onto the counter .Wade and the guy place their money on the counter .He makes his way over to Kelly , who is standing on a step stool , placing bottles onto a shelf . Wade coughs to get her attention . She turns and looks at him .Wade turns to Brady and the guy , hurt . Kelly goes back to shelving bottles . Brady and the guy start laughing .

Yeah well, money talks and bullshit walks. you know what I mean?

Rachel! What are you doing here? I thought I was supposed to pick you up?

You do? Okay. Go down aisle A. We've got the best costumes in the whole town.

Well you found out this morning? Why did n't you tell me before? I mean it's 5 o'clock now Rachel. shit

I am different, it's just that I just got pissed off. that's all.

You know, if something's happening, I should just go call my parents.

There he is. I've seen his face right there Al, in those bushes.

I do n't know about you Earl, but that makes sense to me. Lets get the hell out.

God, if he catches us like this he's going to skin you alive for starters.

He's not married. Besides, I've got a right to do what's best for me.

Wise up to what men want Rachel, or Brady wo n't be the last man you lose to another woman.

Lindsay 's car pulls up to the curb and stops . Rachel and Jamie get out . Rachel calls to Lindsay .They go inside and Lindsay drives off . We see a familiar tow truck sitting opposite the Discount Mart .

Brady immediately spots Rachel and Jamie as they walk inside .Jamie heads for the costumes aisle while Rachel talks to Brady .Jamie , wandering the aisles . There are all sorts of masks . She passes by a white one . She looks through the racks and sees a clown costume .Rachel and Brady kissing . Rachel pulls away .Kelly looks over . A plan is forming in her head .He walks away . Jamie looks at herself in the mirror with the costume . On another aisle , a burned hand reaches down and grabs the white mask . Jamie continues to look into the mirror , when suddenly her image changes to a little boy in a clown costume holding a knife . She steps back in fear and bumps into Michael . He pulls on the white mask . He reaches out for her and Jamie screams . She backs up into the mirror , shattering it . Shards of glass go flying . Jamie sinks to the ground . Rachel comes running over , and Michael is no where to be seen .Kelly walks over .Brady , Wade , and the Guy come over .They get up and leave . Nobody notices Michael 's reflection in a broken piece of glass .

Loomis walks down the road , beat . His throat is parched and his feet are tired , but he marches on . A station wagon speeds down the road , and Loomis tries to flag it down , bit it speeds past him . A car speeds past him , then stops . It 's full of CHEERLEADERS and a GUYLoomis begins hobbling towards the car while the cheerleaders shout at him to hurry . As he gets closer , the car takes off , making dust fly into the air . We can hear the people laughing . Loomis stands in the road , rejected . Suddenly , there 's a honk behind him . He turns to see a truck , PETE SAYER at the wheel .Loomis walks over to the truck and gets in .

Anything for a fellow pilgrim. Sometimes we need help getting where we want to be.

Reverend Jackson Pete Sayer of Dumon County, please to make your aquanauts.

Your hunting it, ai n't ya? Yeah, your hunting it all right, just like me.

Apocalypse, end of the world, Armageddon. Its always got a face and a name.

Oh your a pilgrim all right. I saw it on your face back there in the dust. I saw it clear as Breasts and blue suede shoes. Would you like a drink?

A very old , beat up truck . Sayer is an old , eccentric man living in his own fantasy land .He takes a drink of the liquor . Hunting the bastard for 30 years give or take . Come close a time or two . Too damn close . You ca n't kill damnation Mr. it do n't die like a man dies .

It 's Halloween night , and the children are out . But not all are collecting treats . A few KIDS throw toilet paper over a tree , then run away laughing .

Richard and Darlene are at the front door , getting ready to leave . Jamie is in the kitchen scraping off a plate .Rachel comes into the living room .He takes Jamie 's hand and leads her into the foyer .Rachel opens the door and her parents step outside . MICHAEL 'S POV - THROUGH BUSHES Richard and Darlene are at the doorway .They leave .

Jamie turns to Rachel , barely containing her excitement .Jamie hurries upstairs . Rachel makes sure she 's upstairs , then walks into the living room . MICHAEL 'S POV - THROUGH WINDOW Rachel walks into the living room . The POV walks past the brick wall to the other window . Rachel is sitting in a chair , phone to her head .Rachel hangs up , depressed . She calls up to Jamie .

Jamie sits on her bed , clown costume on . She pulls on the small face mask , which looks like a dorkier version 's of Robin 's mask .

Rachel gets up off the chair and moves out of our line of site .

We see Jamie come running down the steps . She opens the front door .They leave the house , Jamie excited . Rachel closes the door . And off they go .

The box full of pictures has been thrown down , all the pictures scattered . A burnt hand comes into view , and starts going through the pictures . They are pictures of Laurie and Jamie at an earlier age .

Loomis comes in .HANK , the cop on duty , turns from his desk .BEN MEEKER , the new sheriff of Haddonfield , walks over to Loomis . He 's a man in his early forties with an air of power . Not a man whom who should cross .He turns his back , and starts to move off .He and Loomis leave the station .

Well then, you'll have to travel about 3 thousand miles south of here.

Loomis. Folks around here are n't likely to forget your face. At least not cops. So what brings you back here after 10 years?

Myers has been locked up since before she was born. He's never laid eyes on her.

All right, all right. Its true, what the hell can we do to avoid a repeat of what happened 10 years ago?

Ca n't get long distance, Sheriff. Operator says the lines are down.

Get home dammit. There's a curfew. If I catch your asses, it'll be a weekend in jail. You all right Doc? Come on, we'll get to the station and get these kids safe.

I have n't got the time or the patience to argue with you. Now go home to your families where you belong.

Okay, you got a hammer and roofing nails. I want you up in the attic securing it so that nobody can get in.

Oh yeah, I catch you groping my daughter I'll use that shot gun on you. You understand?

All right. Good Good. Logan I want you right here by the front door. This is the dead bolt key.

Now I pad locked the back door, this is the only way in and out of this house. You got that?

Batteries. I planned the generator for the house next week. I wished I had n't waited.

This is squawk 79er zero of Haddonfield broadcasting on the state police emergency frequency. Can anyone hear me?

Oh Christ. This is Ben Meeker. Sheriff over in Haddonfield. Our phone and power lines are down and we have a killer running lose in the street. Michael Myers.

All right Rachel, you stay by this radio. The state boys will send word once their in route. When that word comes you go tell deputy Logan.

I'll be out on gateway and I doubt I'll be back before the troopers get here.

Hey. I got a town full of beer bellies running around in the dark with shotguns. Who's gon na be next? Somebody's wife? Somebody's kid?

Jamie is at a house , getting candy .She takes off to the next house . Rachel can hardly keep up .She takes off for the next house . Rachel is less than enthused . She slowly makes her way to the next house , a mob of kids running past her . Jamie is already at the next house . She knocks on the door . A WOMAN answers the door .They get back on the sidewalk .They cross the street and meet a group of four kids , one of whom is the boy who teased Rachel .Jamie and Rachel stop .Nobody notices Michael , standing across the street , hidden in the shadows of the garage .Jamie looks to Rachel for permission .The kids run to another house . It 's a brick house with two stories , an attic , and a basement . The kids ring the doorbell . The door opens to reveal Kelly Meeker , wearing a long T - shirt that says , `` Good cops do it by the book . '' She sees Rachel and glances back into the house .Kelly starts to give the kids candy , a big smile on her face . Rachel glances back into the house and sees Brady come down the stairs . Rachel ca n't believe it . As the kids start to leave , Rachel turns in disgust and follows . Brady comes racing out of the house .Kelly stops him .He races off after Jamie .Jamie walks on with the rest of the kids .Jamie follows the other kids , leaving Rachel and Brady to argue .He glances over at Kelly standing in the doorway .She starts to walk away .But Rachel does n't care .Brady puts his hands behind his head and watches Rachel go . He messed up big time .Brady takes one more glance at Rachel then goes back inside . Rachel looks around for Jamie , but does n't see her or the kids she was with .

A very noisy bar , just like any other . A T.V. positioned behind the bar is turned on .EARL , the store 's proprietor , watches the news .Earl picks up a phone and starts dialing the police stationHe hangs up and takes a swig of a beer . Then he 's off . He looks at the others .As Earl and the other men leave , all the other people in the bar stop what they are doing and follow .

By order of the Sheriff's office, all citizens of Haddonfield are asked to clear the streets.

Sure ai n't. Martians could land on Ben's doorstep, all he'd do is spit once and get himself a shot gun.

Police station. I ai n't closing down with out a good goddamn reason.

We're going to Ben's. The phone never just rings at a police station.

Like the last time? How many people killed back then? How many kids?

Okay everybody, listen up. I've got Rachel Corruthers and her sister in the truck, and I'm taking them outta town route 410. State police are on the way. Got that?

Yeah right outta the elementary school, taking these kids to safety.

Earl and the other pile out of the bar .They all get in their trucks and rive off . A hillbilly mob .

The door opens and Meeker comes in , holding a shotgun . Loomis is right behind him .

The door opens and Loomis steps inside . He tries the light switch . Nothing . Loomis is n't surprised . He looks around . That 's when he spots the pictures on the ground . He bends down and picks them up . As he does this , he notices something even worse . Meeker comes inside .Loomis looks at the closet . Meeker follows his gaze . In the closet is Sunday , dead .

Meeker and Loomis come down the stairs . LOGAN , a deputy with blond hair in his late thirties , stands in the living room .Loomis and Meeker leave .

State police will get here soon. Not long after that. Do n't worry.

BUCKY , an electrician , opens a fuse box . He tries a fuse switches . Nothing . He pops a piece of gum in his mouth . He glances up , and sees Michael , standing behind his truck .He walks over to Michael , who just stands there , bathed in darkness .He turns and begins to walk towards the phone . Michael begins following . Bucky turns and Michael grabs his shirt and belt , and throws him through the air . Bucky lands on a power unit , and sparks fly . The whole place buzzes while Bucky screams .

What are you, deaf? Do n't try that Halloween shit with me. All right, I'm on the telephone to the police right now. Do n't you even think about leaving.

Bucky continues to fry , while sparks shoot up into the air . Michael turns away .

A huge explosion rips the beams , and then all is quiet . Poor Bucky is fried to a crisp .

The kids are still trick - or - treating , but their parents drive up in cars and collect them . The kids complain , but the parents are very firm . Meanwhile , Rachel wanders the streets . She stops in the middle of a street .No response . Rachel begins walking . MICHAEL 'S POV - THROUGH BROKEN WINDOW He is breathing heavily .ANGLE ON - RACHEL She sighs and moves on .

Jamie is lost and alone , scared . She is in the bad part of town , and has no one to go to . Suddenly , a noise behind her . She turns around . A bush is moving . But is it the wind , or something far more sinister ?Jamie turns away , very frightened . She starts walking . Behind her , on a porch , is a grinning jack - o - lantern .

Rachel is also scared , but trying not to show it .She stops walking , and hears a branch snap behind her . She glances behind her . She sighs and starts walking again .She looks past a house into an alley . It 's a dead end .Rachel sighs . She could be anywhere . Rachel glances the other way and sees a dirt road . But that 's not what attracts her attention . It 's the man that does . His upper body is shrouded in smoke . He begins walking towards Rachel . She backs away and runs down the alley . She jumps onto the tire and grabs a hold of the fence . She begins to climb it , going as fast as she can . When she reaches the top she jumps down to the ground , and takes off running .She runs down an alley and jumps over a small fence separating two lawns . She runs onto the sidewalk .She takes off running .

Jamie walks down a dark street . She hears rustling behind her . She turns around and looks behind her at all the trees and the old house .In the background , Rachel comes running across a lawn . Jamie turns and sees Rachel . Rachel rushes over to Jamie .They hug , both glad for the company . Suddenly , headlights illuminate them . They look over to see a cop car . Meeker and Loomis get out .Rachel and Jamie hurry to the car and get in the back . Meeker makes his way over to the driver 's side . Loomis is about to get in when he sees HIM . Michael , standing across the street , hidden behind a row of bushes . Meeker spots him too .Across the street behind Meeker another Michael appears . Meeker turns and spots him . Then a third Michael appears .Loomis pulls out his gun . Which Michael is real . He takes aim and is about to fire when :The other two also pull of their masks , and run away , laughing and taunting .In the car , Jamie begins to cry .Meeker and Loomis get in the car and drive off .Behind them stands the real Michael Myers , watching , waiting .

The whole place has been wrecked . papers and equipment have been strewn about . Meeker and Loomis survey the destruction .Meeker makes his way deeper into the station . He stops when he spots Hank , stabbed and cut in so many places . He ca n't believe his eyes .With that , Loomis exits the police station .

Rachel and Jamie are still in the car , Jamie sleeping . The three trucks full of hill billies drive up , and Jamie wakes up . Meeker and Loomis come out of the police station as the hillbillies pile out of the trucks .The men start talking and cause a big commotion . Loomis decides to end it .The others agree and head for the trucks . Meeker turns on Loomis .The men get in their trucks and drive off . Meeker watches them go .

Well not this time, Ben. I'll handle this my own way. We're gon na fry his ass.

He's not our patient. Let the troopers have him. That's what they get paid for.

Logan runs out of the house , closing the door behind him . He runs to his car and climbs inside . He grabs his CB .The camera pans back to show Michael 's burned hand clutching the backseat .He starts the car and pulls out of the driveway . As his car speeds down the road , the Corruthers ' car enters their driveway . Darlene gets out , afraid .They run inside .

Earl 's truck goes down the road . The hillbillies search .They all climb out of the truck and take aim at some bushes . The bushes move and all the hillbillies open fire . For what seems like hours the hillbillies shoot , until they 're positive he 's dead . They rush over to the bushes .

Kelly and Brady are on the floor , making out . Brady slides Kelly 's shirt up to reveal her panties . They 're kissing passionately .Kelly takes off her shirt , revealing her bra .Kelly giggles . Brady takes off his shirt . Kelly slowly reaches behind her back and begins to remove it . She does it slowly , coyly . She slides one strap off , then the other . She hides her breasts and leans down , and Brady 's hands are all over her . Suddenly , headlights appear on the wall .Your dad ? Your dad !

Kelly and Brady are hastily getting dressed .Kelly grabs her bra and stuffs it underneath a couch cushion .

The foursome have piled out of the car and are headed towards the house .They go inside . A few seconds later , Logan pulls up .

Brady sits down in a chair . Kelly tosses him a magazine . He pretends to read it . Meeker and the others come inside . Rachel sees Brady and knows exactly what happened .Meeker goes to the gun cabinet , and pulls out a shot gun , hands it to Brady .Logan comes inside .He grabs a box full of bullets and hands them to Brady .He then gives Brady the toolbox .As Brady turns to go up to the attic , Meeker stops him .Brady nods and heads for the stairs , more than a little scared .

Logan walks out to his car . He sees that the one of the back seat doors is open . He closes it , only a little worried . He goes to his trunk and opens it . He pulls out his riot gun and closes the trunk . He heads for the house .

Brady stops at the doorway and looks in at Rachel and Jamie .Logan is out fixing the shutters and Brady goes into the attic .He locks the door .He turns to Kelly , who 's just standing there .

Brady is nailing a window shut . Suddenly , he hits his finger with a hammer .He hears a noise coming from some dark corner of the attic .

Jamie and Rachel lay on the bed , trying to go to sleep . But after all they 've been through , it might be a while before either of them get a good nights rest .

Loomis and Meeker walk over to the radio . Meeker sits down in front of it .He gets nothing but static , so he switches frequencies .

Logan sits in the rocking chair , shotgun in his hands . He slowly rocks back and forth . Kelly is in the kitchen making coffee . Rachel comes down the stairs and walks over to Logan .Myers face appears in the next room . You can barely see it , but Logan senses its presence and turns to look . But Michael has already disappeared from view .

Loomis and Meeker are listening to the radio , trying to contact help .

This is Frank Bute over in Tuckerville you got some kind of emergency?

All right. I'll get those troopers right away, hang on I'll need some information.

Haddonfield, we should have cars dispatched in 5 minutes. ETA 35 minutes, Over.

Loomis comes up the stairs . He meets Rachel , who is just entering the living room . He inquires about Jamie .Loomis leaves to go find Michael . Logan closes and locks the door .

Rachel goes into the kitchen and Kelly is searching for something . She 's checking all the cabinets .She hands Kelly a pack of sugar . Kelly takes it and goes over to the coffee . Kelly seems sad . She tries to patch things up between her and Rachel .Rachel picks up a cup of coffee .She pours it all over Kelly 's shirt . Kelly gasps , surprised at Rachel .

Meeker is listening to the radio . It suddenly comes alive with the hillbillies .Rachel comes down the stairs and stands behind him .All he gets is static . Nobody out there wants to take responsibility .Meeker heads for the stairs .

Meeker walks over to the door . Logan stands up . Meeker gets the key and starts unlocking the door .He cocks his gun .He opens the door and leaves . Logan closes the door , worried .

Jamie sits up in bed . She looks around , but does n't see Rachel . She gets worried .

Rachel is listening to the radio . She hears a creak behind her .

Upstairs Kelly is done making coffee and brings it in to Logan .He continues to rock .She sets the coffee down on the table .She picks up some matches and lights one . Carefully , so not to extinguish the flame , she lights the candle . And she screams . Logan 's dead body is in the corner , blood splattered on his face . Kelly turns to the man in the chair . He stands up and turns to her . It 's MICHAEL ! He slowly advances for her . Kelly screams and backs up . Michael brings the shotgun back and rams it right through Kelly , lifting her up and ramming her against the wall . The shotgun enters the wall , pinning Kelly 's lifeless body against it .

Rachel is listening to the radio . It suddenly crackles and Frank Bute comes on .Rachel grabs the mike and brings it up to her face .Rachel puts the mike down and heads for the stairs . She looks behind her one last time to make sure Frank does n't decide to speak again . Then she goes up the stairs .

Rachel looks around . Logan 's rocking chair is empty . She is n't bothered by this and shouts .When she receives no reply , Rachel 's happy demeanor evaporates .She looks around and sees Deputy Logan 's bloodied corpse by the table . She turns and sees Kelly 's lifeless corpse dangling from the wall .She heads for the stairs .She starts up the stairs but trips . She quickly gets up and sprints the rest of the way up . She reaches the door to the bedroom and looks inside . JAMIE 'S GONE !Rachel goes hysterical . She runs down the stairs and bumps into Brady .Rachel starts back up the stairs .Brady grabs her and starts pulling her toward the door .He point to Logan 's corpse .Brady rushes over to the door and tries to open it . But it 's locked and the key is nowhere to be found .Brady rushes over to Rachel .He raises the shotgun and shoots the door twice . He rushes over to the door . He touches the knob but pulls it away quickly . He goes back over to Rachel .They start up the stairs . Rachel looks up and sees Jamie come out of a door .Rachael runs up the stairs to Jamie and hugs her .Rachel releases Jamie and runs to the stairs . She looks down . Michael is in the living room , standing behind the fireplace .Brady aims the gun at Michael , who is slowly walking up the steps . He pulls the trigger . Nothing happens . No bullet comes out .Brady fumbles with the bullets , not able to get them in the shotgun .Michael continues climbing the stairs , with each step getting closer .Brady has one bullet in , he tries to hurriedly put in another .Brady puts the bullet in and snaps the chamber closed . He turns to aim , but Michael is already upon him . Michael grabs Brady by the shoulders . Brady fires , but the shot goes wide and hits the wall . Michael throws Brady against the wall . He hits hard and slumps down . Jamie tries to pull Rachel away .Brady looks up at Rachel .He grabs the shotgun and stands up . He hits Michael on the head with the butt of the gun . He swings again but Michael grabs the gun . They struggle for a second before Michael slams it into Brady 's face . Brady falls back onto the floor . Michael tosses the gun over the railing . It lands with a thud on the living room floor . Brady stands up and walks over to Michael . His nose is bleeding . He rears back his hand and punches Michael right in the face . Brady pulls back his arm and takes another swing , but Michael grabs it . He pulls back and we hear bones crunching . Brady screams in agony . With his other hand , Michael grabs Brady 's throat and starts to lift him off the floor . Michael releases Brady 's hand and wraps his other hand around Brady 's throat . Brady tries to spit in Michael 's face , but he misses and it lands off to the side . Michael starts pushing his finger into Brady 's cheek . Brady screams in agony . Michael 's finger digs deeper into Brady 's cheek . We hear a crunching sound .

Rachel and Jamie stop at the platform to the attic . Rachel looks back and shouts .They run up the rest of the stairs . Rachel looks around and sees a suitcase .Rachel throws the suitcase onto the platform . Jamie grabs something and throws it down too . They continue picking up items and throwing them onto the platform until it 's cluttered with junk . Rachel grabs Jamie and moves her farther into the attic . Michael reaches the platform , but he 's blocked by all the junk . Jamie lets out a small gasp when she hears Michael . Rachel looks around . She starts pushing Jamie in a certain direction .Michael is starting to clear a path through all the stuff in his way .Michael has cleared a path and starts walking up the very few steps that are left . Rachel and Jamie come to a window , but it 's locked .Michael stops for a second . He notices a tin can full of knives . He grabs the biggest , sharpest one and continues toward Jamie and Rachel .Rachel grabs a suitcase and uses it to smash out the window . She throws the suitcase out onto the roof and bends down .Jamie climbs onto Rachel 's back . Very carefully , Rachel steps out of the window and onto the roof .

Rachel looks down and sees how far she is to the ground . If they fall and hit the pavement , they 're dead . She grabs onto a pipe jutting up from the roof and uses it to pulls herself up . Slowly , she moves her way up the roof . Every few seconds Jamie looks behind them to see if Michael is following . Rachel reaches the very top of the roof . She tries to reach for the arched part of the roof , but misses . She tries again , but still does n't make it . As she reaches out again , a shingle her foot was on comes loose and they go sliding back down the roof . Rachel grabs onto the pipe to stop her descent . Jamie starts to slide off her back . Rachel grabs her and pulls her up .Jamie gets onto Rachel 's back . Rachel starts up the roof once again . This time , she grabs a black cord to steady her . Jamie gets off Rachel 's back and looks behind them . She screams . Michael is pulling himself up onto the roof . Rachel grabs Jamie , and , using the cord , climbs over to the far side of the roof . Rachel lifts Jamie up and over .She starts to lower Jamie . Suddenly , Michael appears !Jamie slips and slides down to the chimney . Rachel looks behind her and takes a swipe at her with his knife . Rachel barely dodges . By this time , Jamie is already to the chimney . Michael takes another swipe at Rachel . Rachel rolls down the roof and hits the chimney . She gets up and faces Jamie . She gets the cord and ties it around Jamie .Jamie climbs over the edge .She starts to slowly lower Jamie down the side of the house .Jamie is dangling above the ground , her clown mask pushed to the side of her neck . She struggles , her legs flailing in the air . Rachel continues to lower Jamie when Michael suddenly appears ! She lets go of the cable , making Jamie drop about halfway down . Rachel rolls out of the way as Michael takes a swipe at her with his knife . He places his hand on the chimney for support . He again takes a swipe at Rachel , causing her to roll to the edge of the roof . Michael slowly heads for her . Rachel dangles above the ground , her hands holding onto the roof for dear life . She starts to slowly move to the side , away from Michael . Jamie grabs onto the ledge of the house and hoists herself onto it . Michael swings his knife at Rachel , causing her to lose her grip . She plummets to the ground .THUD ! Michael stands there , breathing heavily , just staring at Rachel 's unmoving body . Jamie climbs the rest of the way down and runs over to Rachel .Jamie lays her head on Rachel 's shoulder and begins sobbing . Michael appears at the side of the house . Jamie glances over at him , then at Rachel . She looks back at Michael and begins to run .Jamie runs by house after house , calling for help . She looks behind her , sees Michael appear from behind a bush , and runs faster . She trips , gets back up , and continues running . Rachel , laying on the ground . She moves slightly . Jamie . She 's no longer running . She 's walking slowly , looking around . Suddenly , she sees something off screen and begins running . But , before she gets anywhere , she runs into Dr. Loomis . He grabs her , tries to comfort her .She points to somewhere behind Loomis .

Dr. Loomis and Jamie walk over to the doors . Loomis grabs Jamie and holds her tight as he raises his gun and fires four times at the door . He and Jamie walk up the steps . When he opens the door , the alarms go off . Dr. Loomis and Jamie enter the school , closing the door behind them .

Loomis and Jamie walk up the steps . Loomis tries the first door he comes across , but it 's locked .He tries another door , but it 's locked too .They hug . Loomis turns to leave when Michael appears , grabbing Loomis and throwing him through a door , breaking the glass and the door . Jamie screams and runs down the hall , trying to open the doors . She comes to the last door and tries to open it , but it 's locked . She pounds on it .She walks over to the end of the hall and crouches , putting her arms over her face .She begins sobbing . When nothing happens , she looks down the hall . There 's no sign of Michael . Jamie slowly stands up . She looks around her , not believing that Michael is really gone . She starts to slowly walk down the hall , peering into every corner , every dark room . Michael could be anywhere . She comes to split in the hallway . On one side , stairs leading down to an entrance and another hallway . On the other , stairs leading to the second floor .Michael stands on the steps , knife in hand . Jamie begins to run down the other steps but she trips and tumbles down the steps , landing with a soft thud . She looks up at the top of the stairs and she sees Michael begin to slowly descend them . Jamie starts to crawl away , but Michael 's hand grabs her leg , pulling her back . She screams just as RACHEL APPEARS , a fire extinguisher in her hand . She begins to spray Michael with it . He is instantly covered in smoke . He holds his hands up , trying to ward it off . Rachel continues spraying Michael .

A truck with Earl , Al and two other hillbillies comes down the road . One guy bangs on the roof to get Earl 's attention .They pull up to the school . They all pile out of the truck when Rachel comes out , carrying Jamie . They rush over to her .

They all discuss what to do .Al takes Jamie from Rachel while the others pile into the truck . Al opens the passenger side door and put Jamie down next to Earl .

The truck flies along the road , the hillbillies lights shining into the night . They pass a sign saying `` WELCOME TO HADDONFIELD . HOME OF THE HUSKERS . ''

Jamie sits in Rachel 's lap , both tired and hungry . Earl glances at them , then back at the road .

Two hillbillies have their guns and lights propped up on the roof of the truck , keeping an eye out . Al sits by the tailgate .

A long line of cop cars comes speeding down the road , sirens blazing .

Rachel looks at Jamie , happy to have her safe . Earl looks out the front window and sees the long line of cop cars . He turns to Rachel .

One hillbilly swings his flashlight back and forth while the other fires his shotgun into the night . All the cars go by except one . It stops and waits for Earl to pull up . The COP gets out of his car .Earl puts his foot on the gas and drives away .

Earl looks over at Rachel and Jamie .Rachel tries to manage a smile .

Al sits near the tailgate , watching the road behind them . The other two hillbillies keep their eyes on the road ahead of them .

POV We are seeing from behind Earl . The road ahead is foggy and nothing is certain .

The tailgate . Suddenly , Michael 's hand appear , then the other one with the knife . He begins to haul himself up into the bed of the truck . None of them notice Michael until it 's too late . One hillbilly turns , and tries to hit Michael with his shotgun , but Michael grabs it and stabs him in the back with the knife . Michael throws his body down just as Al gets up . Michael stabs him in the side , and throws his body against the tailgate . The tailgate busts open and Al 's and the hillbilly 's bodies go tumbling off the truck and onto the road .

Rachel , Earl , and Jamie are completely oblivious to what 's happening to the three hillbillies .

Michael throws the last hillbilly off of the truck . He goes rolling down the hill .

Earl is getting nervous . He heard some noises . He looks out the back window when MICHAEL 'S HAND BREAKS THROUGH THE DRIVERS SIDE WINDOW and latch on to Earl 's neck . His fingers dig deep into Earl 's neck , drawing blood . Jamie and Rachel scream as Michael twists Earl 's neck open .

Jamie falls into the floorboard , screaming . Rachel pushes Earl 's body aside and gets behind the wheel .

Earl 's lifeless body flies out of the truck and rolls down the hill .

Rachel reaches over to the door and closes it . Jamie still hides in the floorboards .

Michael swings his hand inside the truck , trying to grab Rachel . She whips the wheel this way and that , trying to make Michael fall off .

Michael 's hand swings into the truck . Rachel tries to avoid it while maintaining control over the truck .

Rachel jerks the wheel , causing Jamie to fall into the floorboard and hit her head .Rachel continues to jerk the wheel .

It moves to the right , then the left . Michael 's body is thrown every which way .

Michael 's hand reaches into the truck and grabs hold of Rachel 's sweater . Rachel fights free , but Michael rips her sweater . She screams .

Michael 's face smashes into the front windshield . Rachel screams and pushes down on the brakes . Jamie falls back into the floorboards .

Jamie slowly peeks over the seat . Rachel looks out the window and sees Michael slowly stand up . She messes with the gear shift .She steps on the gas , and the truck goes forward at a fast rate , knocking into Michael . He goes flying into the air and lands on the ground near a mine . The truck rolls down the hill .

The truck comes to a stop . Through the window we see Rachel sigh .

The police cars comes speeding down the road , heading for Rachel and Jamie . Michael 's hand . It still has a grip on the knife . Slowly , the grip loosens .

Meeker is the first one to arrive . Rachel races over to him .Rachel nods .Jamie . She kneels down beside Michael . She takes his hand and holds it , looking at the scars caused by the fire .Jamie drops his hand and turns to them . Michael 's hand . It grabs the knife . NORMAL VIEW Michael sits up .Jamie jumps to the ground just as Michael gets to his feet . Meeker pulls the trigger on his shotgun and BAM ! a bullet hits Michael dead on . He 's knocked back . The other cops and hillbillies open fire , creating a dazzling display of light . Bullet after bullet slams into Michael , causing him to step back . A few bullets hit the ground around Michael , but most hit home . Rachel covers her ears as the sounds of bullets being fired echoes all around her . Meeker takes aim , and fires , his bullet knocking Michael back . More and more bullets rain down on Michael , causing one of the most terrifying killers ever to stumble backwards , until he slips and falls down an abandoned mine shaft , hopefully to his death . The guns go quiet as everybody realizes that Michael is gone . Meeker breaths deeply , satisfied . No human could have survived that onslaught of bullets . No one . Wood and dirt crumble into the mine , burying Michael .

Richard and Darlene hug Jamie and Rachel when they walk in , escorted by Meeker .Meeker walks over to the front door and opens it . Loomis limps in .Meeker sits down in a chair .Rachel is completely exhausted , dried blood caked to her face .She puts her hand on Richard 's knee .

POV The person looks at a darkened room , then down the hall . It turns right and looks into a small bathroom . A pair of scissors lays on the sink . They 're picked up by someone off screen . The POV returns to the hallway .

The tub is halfway full . Darlene , in a robe , lays two towels down on the edge of the tub .

POV Suddenly , a mask slides onto the person 's face . We are now only seeing through the two eye holes . We make our way to the end of the hall . We turn , and stare at Darlene , hunched over the tub . She looks over at the person .

Loomis comes hobbling up the steps , then stops .Jamie stands at the top of the stairs , a bloody pair of scissors held in her hand . Her costume is flecked with blood .He raises his gun to shoot her .Suddenly , Meeker jumps at him , knocking the gun out of his hand . Loomis falls to the ground , sobbing . Meeker grabs his gun and points it , but can only stare when he sees that it 's Jamie . Richard comes up the stairs , quickly followed by Rachel . They both stop , stunned . Jamie . She raises the scissors into the air . CUT TO BLACK !

March 15, 2012 Manage-ment Creative Artists Agency 1103! Glendon Avenue 2000 Avenue of the Stars Los Angeles, CA 90024 Los Angeles, CA 90067 310-208-4411 424-288-2000

We open with QUICK DETAIL SHOTS of a young boy dressing: - a brown shirt buttoned. - badges pinned. - belt tightened. - neck kerchief tied. - shoelaces tied and shoes polished. - socks pulled up to knees. - hair combed. - eye-pencil applied above top lip...?? - Shoes clicked together at the heels, one foot stomps down hard on the floor. He is dressed. We PULL to a CLOSE-UP, coming face to face with our HERO... JOHANNES BETZLER, (JOJO), a cute 10 year-old Boy. He stares into a full-length mirror. He has drawn a HITLER moustache on his upper lip.And as "BREATHLESS" by NICK CAVE kicks in, we PULL OUT to reveal Jojo is dressed impeccably in a HITLER YOUTH uniform. He does a little dance on the spot and then looks over to a wall covered with pictures, posters and drawings of ADOLF HITLER. Jojo tries to WINK at a prominent poster of the Führer however he can't close one eye independently so it's more of a scrunched up BLINK. He tries again, not happening. He turns back to the mirror and does the NAZI SALUTE. HEIL HITLER!!! SUPER: "VIENNA, 1944"

Jojo Betzler, ten and a half years old. Today you join the ranks of the Jungvolk. This is a great day, for you, for your family, and for all of Germany.

Of course. Now Yorki we must make a big effort this weekend. It's rare for we Jungvolk to be allowed at a Hitlerjugend training weekend and I want to make a good impression. They may promote us to Hitler's Special Guard early. Only the best of the best get to do that.

Imagine being in a battle, you've just run out of ammo, all you have is your DJ Knife. I would take down 20 of them before they got me. And I'd be laughing when they did.

Live Faithfully, Fight Bravely, and Die Laughing... that's the motto.

Then I'm afraid you might not be cut out for Hitler's personal guard. It's really hard to get chosen y'know. You need to have perfect vision, perfect teeth and you're not allowed one ounce of fat.

Yeah, I didn't know they stole the white skins of Aryans so they could blend in. Savages!

Oh I'd know. I'd feel it's head for horns. And they smell like Brussel Sprouts.

Imagine catching one and giving it to Hitler. That'd be a sure-fire way to get into his personal guard.

You're my second best friend. First place is reserved for someone really special - like the Führer. He, and only he can have that spot, so unless you're Hitler hiding in a fat little boy's body I'd be happy with 2nd place.

Night papa, I hope you come home soon. Night Inga, I hope you're happy up there.

No, I'm not scared. I just... I'm allergic to fur and I don't want itchy hands for the rest of the weekend.

The other kids called me a coward. And my papa, they say he makes desserts instead of fighting. But I know he's still fighting, for you, for me, and for Germany.

And don't just assume that because water comes from someone's eyes that they are crying, okay? Are you a tear- drop specialist?

Case closed. Now, Yorki Dorky, it's time for Jojo to show these big pip- squeaks who is a coward. I mean, NOT a coward - me. You'll see what I mean.

Mama, you don't have to worry about me. I'm a tough guy and I will look after us. You wait, I'll make you the proudest mother in the whole wide Reich.

Yes, he is fighting with the 10th Army in Italy. And he makes desserts.

Conscripts. I don't suppose I could have one of those could I? I'm actually in peak physical condition.

Your wish is my command. I will execute my orders with precision and strength. Wait, what's the difference between information and propaganda?

Herr Grusch, I have here a conscription notice for your son. Wait, is his name Klaus?

You are more able than I Herr Grusch. Everyone must do their part and that includes you. I hope I do not need to tell the authorities of your indolence.

No, I can't do that. This is MY family home. I think I have to negotiate.

I don't think it's very convenient for you to be in my house and I'm not happy that my mother let you stay here. I'm sure she has her reasons but it really can't go on.

Now, I'm aware you have my knife. I can't say I'm comfortable with that because it's a Nazi knife and you're obviously... Anyway, I just want you to know I'm not scared of you and I think you should find somewhere else to live. You have until tomorrow to leave, then everyone will be happy.

Mama you should be careful. They frown upon those who display sneaky behaviour.

Even if the Jew hypnotised someone to make them hide the Jew in the first place?

Ok here's the situation. If I tell on you, you'll be in big trouble and I don't think you want that. But then you'll tell on me and my mother, which I don't want. And if you tell my mother I know, then she'll kick you out which you don't want. And if I tell my mother I know, then you'll cut off my head, which I don't want.

Indeed. So, we must make a compromise. I have thought deeply about this and I now conclude that it's better to have you locked up in the house rather than letting you run around town causing Jewish havoc.

However, I have some conditions for allowing you to stay here in my house.

Yes. I will not cause any trouble for you if you promise to tell me everything about the Jewish race.

Please take this seriously. I want to know all your secrets, how you shape- shift, what you eat, how to tell a Jew from a real person and, where you build your hives. Think of it as an exposé.

On Jews, yes. I will deliver my findings to the authorities and hopefully get a medal or promotion of some sort.

Well they're not doing their best are they? You've been here at least a month.

Enough with the small talk. Start telling me about your kind. I'm interested especially in how you can turn into animals and what your real skin looks like.

You're really not telling me anything useful. Now, there are some things I already know, like the fact that you - Jews - love ugliness. You don't like pretty things like... flowers or butterflies.

She doesn't want to talk to me. This book is going to be harder to write than I thought.

Where have you been? It's 6 o'clock and I've had a hell of a day.

The war will soon end but it will be the Reich who stands tall and proud. We will crush the Roast Beef Englishmen like I am crushing this piece of bread.

God in Heaven, please watch over our beloved Germany, the great Third Reich, and our father Adolf Hitler who is the bestest, most wonderf--

Maybe we should get rid of her stuff and use the room for something else.

No. I'm going to eat everything like a good little boy. I'll even eat your leftovers if you don't mind.

Now, I want you to draw a picture of where Jews live. A typical hive; where you all sleep, eat and where the Queen Jew lays the eggs.

Ooooooh, Naaaathan's favourite. I think you mean German by the way.

Yeah well we don't need you. You and your stupid boyfriend can shut up and go live in dumb-French-land. Good luck.

How dare you, Jew. You are weak like... a weak eyelash. I am born of Aryan ancestry, the strongest race on Earth. My blood is the colour of a pure red rose and my eyes are blue like a sapphi--

I said draw where Jews live. This is just a stupid picture of my head.

I am looking for someone. I haven't seen them in a while. I was wondering if you had any files on them.

Nathan Raame, Nathan Raaaaame, where are you, stupid Nathan, poetry reading dumbhead?

Oh. Well, I have something to tell you. I happened to be doing some important filing today and I came across an old letter from Nathan - your fiancée - addressed to you. It's quite lucky I found it.

Oh, well that's good. Um, don't open the door because it's risky today. So I actually forgot there was a second letter. I forgot I had it. I'll just read it.

Dear Elsa. I just wanted to say that I don't want to break up with you now. I changed my mind because I don't want you to kill yourself over me which a couple of girls have done in the past and it gives me nightmares.

So, let's still get married sometime - even though I truly am unemployed and have nothing much going for me. I don't even know how to tie a knot or read a map. Yours, Nathan.

You're just saying any old name now. I've never heard of these people and now I'm fed up.

I think you'll find that metal is the strongest thing in the world, followed closely by dynamite and then muscles in third place.

But I must love war. Our father says when we win, it is us young boys who will rule the world.

I'm just distracted. There's a gang of 5 year-old vandals running around the neighbourhood.

That's them. Degenerate toddlers harassing innocent people. I'm worried about my mother.

No news from Nathan today I'm afraid. He's probably doing something amazing like blowing up trains or growing a moustache.

You may continue. But I know it's true, the penis thing. Rabbis use them for earplugs.

Attracted to shiny things... but also ugly things, Jews love ugliness. That's another thing we learned in school.

I don't. But I also don't want a dead person in my house. How would you like it?

Well, you suggested it in the first place. Besides, it's for the book.

Did you know they are attracted to shiny things and they sleep upside down from the ceiling, like bats?

And another thing you might be interested to know is they can read each others' minds and their true language sounds like birds chirping.

This is a drawing of their anatomy. Look, this one here shows the inside of their heads.

Good morning Frau. Our brave troops and wonderful Führer need your help. I am collecting much needed metal for the war effort which will provide our troops with... um, bullets and airplanes. And guns, tanks, ships, U- boats, bombs. And Iron Crosses.

Well, I'm impressed. You finally made it. Next stop, Hitler's guard.

I got you this, it's nothing, just stupid pencils. It doesn't mean anything. They're probably broken.

Yeah well, maybe you can draw something. Maybe more pictures for my book. Or not. I don't care.

You're blind. It's a bad, ugly face. No normal person would come near this.

It makes a pretty big difference actually. The girl from Jungvolk, Gudrun, she used to like me but now, no way.

Well that's not a problem seeing she can't bare to look at me. Look, it's fine, I'll just accept that I'll be one of those guys who will never get to kiss a girl.

And I'm not fishing for anything by the way. I feel quite strongly about this.

Woah. Ok, 2 things. Thing number one: it's illegal for Nazis and Jews to hang out like we do, let alone kiss, so already it's out of the question. And thing number 2: it would just be a sympathy kiss which doesn't count.

I'm into Swastikas. In fact, I love 'em so I think that's a pretty good sign right there.

No. He's helping us. Either way no one will know. I've seen the Records Room, it's a complete mess. They won't bother.

They won't. Nobody really knows she died. You can be her Elsa. It's okay, I'll tell mama I know about you and that we're friends...

New works by Elsa Korr. Reviewed by Mr. Smith...son...stein...berg. They're Jewish; the gallery is in New York.

I had the pleasure of seeing some really great drawings by a young girl from Austria named Elsa Korr. She certainly has an eye for detail; her pictures of butterflies are incredible. And I loved the drawing of the man riding a giraffe. But what really stood out was the one of the interesting little boy. It made me wonder a lot about him and what he was thinking about because he looked like he was thinking about stuff. Overall it was a great collection and I see a bright future for this girl, wherever she is. I encourage her to keep going with the drawings.

They want to do another exhibition in June so give me some more drawings and I'll send them off.

No we're not. We can't lose, it's impossible. We're German. We don't know how to lose, we're invincible.

Can I come and stay at your place for a while? Until my dad comes home?

I managed to find another letter for you at the post office. It's from Nathan.

Dear Elsa, I hope you aren't too sad about the result of the war. Oh well. But it's not the end of the world. There are still small areas on Earth where it's ok not to be a Nazi so please stay alive. Thank God you have your good friend Johannes to look after you. He really is a fabulous person, so brave.

Soooo very brave. It is important that you stay alive and healthy until I find you. So eat food, including sandwiches, if there are any. I love you, Nathan.

But you have to trust me and we can't delay. Get your things together, we leave in an hour.

Are you crazy? Night is when they expect us to make a move. Look, I don't try and tell you how to do art or poems, do I? No. So please leave the escape plans up to me. We'll be fine. The key is to blend in.

With a confident stride Jojo walks down the street admiring himself in store windows. He greets everyone he meets with the Hitler salute.He is joined by his best friend YORKI, 11 years old, geeky, fat and clumsy. They embrace.They continue walking with excited energy.They look a bit awkward and nerdy as they continue down the street. They scream another Heil Hitler at each other, scaring the shit out of an elderly woman walking past.

Me neither. Thankfully most got sent back to their caves so it's not likely that we'll see a real one.

But how would you know if you saw one? They can look just like us.

Jojo! Where are you going? Don't you want to watch the hand-grenades?

I know! They think we're just as good as the older lads so they're recruiting us early. And look at this uniform, it's state of the art!

Hmm, that's what I thought at first too. But it's "paper like". It's the latest material invented by our top scientists. It keeps you warm in snow and cool in the desert. It's also impervious to shrapnel, bullets and some bombs. And, because it will never degrade I can grow into it!

Wow, good for you! I saw some that they caught hiding in the forest last month. Personally I didn't see what all the fuss was about. They weren't at all scary and seemed kind of normal. But don't tell anyone I said that.

I have to go show this uniform to my mama. Take care Jojo, you're looking good!

The Russians Jojo, they're coming. And the Americans from the other way. And England and China and Africa and India and Australia. Shit, it's everyone!

Are you kidding? Terribly! Our only friends are the Japanese and just between you and me, they don't look very Aryan. The whole country's run out of money. I mean look at this uniform, it really IS made of paper. They just glued a layer thin cotton over the top of it.

Shit, and someone should tell you how heavy guns and bullets are.

Ummm... shitty. It's fun at first but then it's really scary. Hans, that big asshole from Jungvolk training, he got killed about a week ago. His head got shot off. I saw it - SHOT OFF! And he was still standing holding his gun and then he did a little dance like this.

I know you're not supposed to laugh but it looked so funny. Plus he was such an asshole.

Ok, come. I gotta get this ammo to the gunners. You can help me.

There are bigger things to worry about than Jews Jojo. That's the Russians out there. They're worse than anyone. We've been told they eat babies and have sex with dogs. I mean, that's bad, right?

Yeah, and the Englishmen do it too. We have to stop them before they eat us and fuck all our dogs. It's crazy.

No, I can never die! I fell in a hole and luckily I'm a little bit fat so I got stuck. Anyway, a tank parked over the top of my hole and then that got blown up and it was a whole 2 days before anyone found me.

He did. He was in a bunker and the Russians were all outside and he had nowhere to run and so he did it. He just blew his brains out. All over the wall.

All over the wall. Brains everywhere. Betrayed us all. Turns out he was hiding a lot of stuff from us. Doing some really bad things behind everyone's backs. Especially in the "constipation camps".

There's a whole section at the post- office. Did I mention I'm a postman now? Anyway, there's a bunch of letters that were confiscated because of security stuff but I was snooping around and I found them.

Sure. That's probably a good idea, they're sending orphans to Hungary. That's bad, I heard Hungarians bathe in human blood. Dracula's from somewhere round there so it makes sense. Yeah, come and stay. You can be my brother.

Jojo and Yorki sit with other clean cut young children aged between 10 and 13.A group of older kids, true HITLER YOUTH, are gathered nearby. A group of girls from the LEAGUE OF GERMAN GIRLS (BDM) march past on their way to a separate training area. Jojo sneaks a quick look at a pretty girl, GUDRUN (12). She returns a smile as CAPTAIN KLENZENDORF, weathered, over looking after kids, steps forward. He is accompanied by his camp, awkwardly enthusiastic assistant, SUB-OFFICER FINKEL (20's). Captain Klenzendorf addresses the young crowd.Jojo and Yorki inspect and admire their nice new DEUTSCHES JUNGVOLK (DJ) KNIVES. Throughout the crowd we hear various yelps as kids accidentally cut themselves with the blades.Huge cheers from the group of boys. Jojo and Yorki smile at each other, this is going to be awesome.Groans of disappointment from the girls.The entire circle salutes, as do Jojo and Yorki. The BDM head off towards a COMMUNITY HALL in a nearby field. And "I DON'T WANNA GROW UP" by Tom Waits bursts to life, the older boys start screaming at the smaller kids, rounding them up, ordering them into groups and y'know, being teenage Nazi assholes.MONTAGE - HITLER YOUTH TRAINING CAMP... Various scenes of Jojo and Yorki training with the Hitlerjugend. - KNIFE THROWING. Jojo and Yorki stand around with a group of about 8 boys throwing their DJ knives from 10 FEET into a tree. None of the knives stick, instead they fly off at dangerous angles, one deflecting and lodging itself in another kid's THIGH. - GUN RANGE. Jojo stands, trying with all his might to aim a KARABINER 98K RIFLE at a target in the distance. He fires and, jumping from the loudness of the shot, drops the rifle. - Inside the Hall, a group of girls attempt to dress fake wounds on each other while in the background Sub-officer Finkel shows other girls a sanitized and tame version of childbirth with an anatomically INCORRECT diagram of a BABY inside a girl's stomach. It's smiling.- WAR GAME. The boys are separated into 2 groups, one side wearing RED SASHES and the other GREEN. They chase each other round a clearing, pushing each other over and taking prisoners etc. Jojo and Yorki are taken prisoner instantly. An older boy watches them and shakes his head disapprovingly.

I swear to devote all my energies and my strength to the saviour of our country, Adolf Hitler. I am willing and ready to give up my life for him, so help me God.

Jungvolk, welcome to our Hitlerjugend training weekend in which we will make men and women of you all. My name is Captain Klenzendorf - you may call me Captain K.

...and this is Sub-Officer Finkel. You may only call him Sub-Officer Finkel. Over the next two days you will get a taste of the Hitlerjugend experience so you know what you're in store for once you're old enough to join yourself. You boys have all been issued with your Deutsches Jungvolk Daggers. Please take them out.

These are very special and expensive weapons, you should never be without them. And DO NOT try to stab each other.

Now, this is your first step towards being men. Today you boys will be involved in such activities as marching, bayonet drills, grenade throwing, trench digging, map reading, gas defence, camouflage, making traps, ambush techniques, war games, firing guns and blowing stuff up.

The girls will practice important womanly duties such as nursing wounds, making beds, and learning how to get pregnant.

Now lads, the hand-grenade is one of the most effective weapons in the German army. It can blow off a leg, maybe 2 legs, definitely a head. It is very dangerous. Just quietly, I prefer the rounder, egg-shaped version used by the British and Americans. I dunno, it just seems silly that our ones look like sticks.

Now you little kids stay all the way over there and watch the action.

Each of you will be given the opportunity to arm and throw a grenade. ONE AT A TIME. I will personally be supervising each--

It was one of those stick-shaped ones, not the superior oval type. Do you know the ones I mean?

Exactly. Anyway, luckily it was only a training grenade, half packed with explosive. A proper one would have blown off his leg. Maybe both.

Guys this is Johannes Betzler, the kid I told you about. Remember, he stole a hand grenade and blew himself up and as a result I was demoted for negligence and now have to work in this office.

Oh it's fine. I wasn't really enthusiastic about that training camp stuff. Little Nazis running around, maniacal singing and histrionics. Migraine hell.

Only that it's just the two of you at home now, and that you wanted to help out here. Your father is a soldier, no?

I'm sorry to hear that. Well, it would seem you are the man of the house so we'll have to keep you busy.

Maybe later, Jojo, you're still on the mend. For now you can start small. Conscripts and propaganda.

Ahh, Jojo. What do you think of this? It's a type of Gatling Gun. It is also mounted with a radio which emits annoying music to deflect the enemy. I was thinking Pachelbel would be good.

Gestapo. They are low on numbers so sometimes they make me help them with their investigations.

Honestly, they couldn't find arse in a shit factory, but if you're looking for someone they're your best bet.

It's actually quite boring but at least I get out of this office and away from the children. My true place is at the front. I'm a soldier, not a baby-sitter.

Ok, so in reality if you see a Jew you tell us and then we tell the Gestapo and they tell the SS and then they go and kill the Jew. And anyone who helped the Jew. And, because these are very paranoid times, probably some other people just in case. It's very convoluted.

Err, yep. Though I'd be amazed if that could happen. Did you see one?

Me neither. Without their funny hats it's damn near impossible. Someone should write a book on the subject.

What? Oh, false alarm Finkel. All pee- pee's are accounted for. What's up?

"Yoohoo Jew", oh my god, I love it! You could also call it "Jew, Who?"

Yes, I can see, they're filled with sawdust! So informative! You're something else kid. Well, it's all very interesting stuff Jojo but I'm afraid right now I have slightly more important things on my plate. Namely the impending invasion of our wonderful Vienna. But boy, you do have an imagination on you, I love it!

Oh, of course it is! When I was your age I had a "friend" called Kack who used wet my bed when I was asleep. He got me in so much trouble.

Hey, you might like to check out my drawings. I'm re-designing the SS- Uniforms. A re-vamp if you will.

It's based loosely on East Asian fashions but also has a distinct pirate skew. Sort of warrior meets musketeer. Note the feathers down the arms for aerodynamics. The sparkly collar is to dazzle the enemy and the pirate hat is purely decorational. Same with the high-heel boots.

No, not right now. But I do have another job for you. I won't lie, it's a bit of a step-down from delivering conscriptions but you still get some good face time with the locals.

Yes, these are well executed. Did you know I also draw? I have better perspective and shading too.

Listen Johannes, we are scaling down our operations at the Jugend office so there's not really any work for you right now. Your services are no longer required.

Hey, I've been meaning to tell you, I think your book is really great. I'm sorry for laughing at it. There's some very important stuff in there. You should publish it.

Oh, I've seen him round but I don't know him. Go away little boy.

Jojo sits in a group of boys and girls. One by one, sometimes overlapping the children call out.Cut to their teacher, FRAULEIN RAHM, who proudly writes the children's words, along with others, on a blackboard. Above them is the heading: THE JEW. Finkel stands nearby, observing and taking notes.Horrified gasps from the children. Finkel nods.Rahm sketches a mountain with chalk. She draws a peak too steep to be stable. The top of the peak is all skinny and wobbly.Gasps and applause from the children. Fraulein Rahm smiles.They gather together and move towards another area where a LARGE BONFIRE burns. The children hold stacks of books. Jojo opens his bag and pulls out a small pile.He throws them into the fire, Yorki follows suit. The books land among other burning authors, FREUD, LESSING, MANN, PROUST, HEMINGWAY, REMARQUE. SLOW MOTION as the children all dance round the bonfire, throwing books into the inferno.

Fantastisch! Excellent work children. You also forgot that the Jew is the offspring of Satan and sucks the blood of Christian children for their mitzvah.

By the time the inferior race catches up to where we are today, we'll be way up here.

It has been scientifically proven that we Aryans are 1000 times more advanced and civilised than any other race.

No... I... I was helping them. I was good to the Jews. Please, someone tell them, I helped them!

Jojo and Yorki lie awake in sleeping bags under the night sky inspecting their new DJ KNIVES.He snaps his fingers.Jojo rolls over and stares at the sky.A rustling noise can be heard, Jojo turns his head to see Yorki doing sit-ups, gasping for air and prodding his tubby belly.

Jojo sits with a bunch of other kids. Two team leaders, CHRISTOPH and HANS, (17) smoke cigarettes and hold court.Everyone raises their hands. Jojo too, although a little slow.A few murmurs and nervous "Me too"s from the other children.Christoph uncovers a small cage nearby - it is filled with little rabbits. Christoph takes a bunny from the cage and holding it by its ears, hands it to Jojo.Hans hands it to shocked Jojo who takes the bunny.Jojo shaking, holds the bunny and looks at it directly in the eye. He gulps. The boys start to chant.Jojo looks over at Yorki who is frozen. He turns back to face the woods away from the group. He leans down. The boys are like baying excited wolves. They crouch in around Jojo as he leans down. He DROPS the bunny but it doesn't run. Christoph takes the rabbit and snaps its neck. Shocked gasps and a few squeaks of horror from the other kids.He places a boot on Jojo's head and kicks him to the ground. Hans places a boot on his neck.The rest of the kids taunt Jojo. He stands and runs into the woods, laughter following close behind.

When you stand before a Roast Beef-man and have to end his life, which of you will have the stomach for it?

There is no room in Hitler's army for scared little girls and those who lack strength. We want hardened warriors who are prepared to kill at will. Can you do that?

You must show you have an iron stomach to undertake the work of eradicating the parasite.

Place both hands around it's neck and then one hard, twist, sometimes two, he might scream but drop him and we'll use the boot to finish it off.

No one has heard from him in 2 years. He's a deserting coward just like you.

Jojo sits alone on a log, sobbing to himself. He looks up to see a little BUTTERFLY flitting around by his feet... and then a voice comes from behind.Jojo turns around, it is none other than his fantasy friend, ADOLF HITLER. Jojo brightens at the sight of his hero.Adolf takes a seat. This is not the Adolf we know and hate, this guy is goofy, charming, and glides through life with a child- like naivety; a real dork.Hitler lights a cigarette, offers Jojo a drag.He winks at Jojo who tries to wink back but still can only manage a weird double wink-blink. Adolf kicks a defenceless stick.

Why so down in the dumps little man? A strong boy like yourself shouldn't be sad, you should be happy like a cloud! Clouds don't care about anything!

Oh, of course he is! And he is also making nice desserts, nothing wrong with that. My God, his custard tarts are the only thing keeping up morale at the front.

Well, I kinda need him for those special missions and whatnot. And the desserts are also an important factor.

Mm-hm. He's one of my top men. Now, want to tell me about the rabbit incident? What was that all about?

Just because they're small and delightfully cute doesn't mean rabbits are cowards. The rabbit faces a dangerous world everyday, hunting carrots for his family... for his country. Forget those boys. They have their place and so do you. My empire will be made up of all animals, eagles, lions, elephants and even rabbits.

But not those Egyptian horses with bumpy-backs. I don't trust them.

Remember this good advice Jojo, be the rabbit. The bunny can outwit all his enemies!

What's in those bumps I wonder? Gold? More humps? Baby Camels? I guess we'll never know their secrets!

Honestly, NO idea. You're definitely in a pickle. How the hell did she get control like that?

Did you see how fast she moved? And now she's got that fancy knife.

Even better! That's the spirit. Negotiate. Ooh, ooh, and remember, don't mention the war.

Okay, let's talk like turkeys. I guess you can't tell your mother or the Jew will cut off your Nazi head. No real way around that right now. But y'know, there's no reason this thing in the attic needs to ruin your life. I think you could use it to your advantage.

Well, when someone tries to use mind- powers on me, you know what I do?

Remember last year when that pirate, Von Stauffenberg tried to blow me up with a bomb?

Correct-a-mundo. But the only reason I survived, apart from having bomb-proof legs, is because I outwitted old Von Stauffy. I let him think I was dead when in actual fact I was fine. By pretending I was dead I drew out all the traitors. So, what are you going to do?

Exactly. Wait. No. I think what I mean is this: Make her feel safe and she will drop her guard and then you will be the one in control.

Umm, I don't think so. Let's not complicate things. Stick with my idea - use mind-powers back on her - and you'll be fine.

I gotta go. Good luck and remember the old saying: a Jew living in your wall is better than a two Jews flying around eating innocent Nazis.

Do you want to play Cowboys and Indians? It might help take your mind off the whole secret Jewish girl in the attic thing.

I know. Especially not now that I'm blending in to my surroundings.

Well, I guess Cowboys and Indians is off the cards. I may as well go home and have dinner too.

I wouldn't care. I'm tough. Look, I want to believe you but part of me doesn't. Whatever that feeling is called. That and all the time you guys are spending together... I have to admit, it makes me uncomfortable.

Okay, sorry. You're right. Oh no, I've made it weird between us, haven't I? Is it weird? Oh god, it's weird now.

Hey do you think this uniform is slimming? I'm not sure about the hips on the pants. I've seen them on other people and honestly, they make the thighs look absolutely HUGE.

What about the moustache? I'm thinking about losing it. It seemed like a great idea at first but now I'm not sure. It's always there, like a little black worm. Whenever I look at my face I just see this stupid thing crawling on my lip.

You're right. I guess I'll keep it. Thanks, I can always count on you to make me feel better. You're like an honest and reliable son to me.

Be careful Jojo, and remember this good advice from me. Once you see what's in her mind and where she's trying to get you to go - in your own head, you must go the other way. Don't let her put you in a brain prison! You must be strong, you must always be alert and ready for anything. She's dangerous and cunning like an unpredictable baby opossum. Before you know it, you've got that thing clinging to your face, and that, dear Jojo, is one thing that does cannot happen to a German! Do not let her boss your German brain around!

Try not to. Bossing around people's brains is extremely rude and uncalled for. It looks like you've got a lot of good information so far. Now to share it with others, yes?

Well if there was, that'd be you to a tee. Anyway, ugly isn't a bad thing. Field Marshal Rommel was absolutely hideous but he made up for it with great joke telling abilities.

So that was pretty much a bust. I can't believe they fell for her disguise. Mind explaining that?

Actually I am, it's one of my abilities. But I still can't work out what's going on here.

Ewwwwwww, tired. Widdle Jojo's tired, and a widdle bit confused. Ewww, poor Jojo, and he's a widdle bit hungwy and the only thing he can cook is this invisible soup. Ooh, can I get you some invisible soup Jojo?

Ewwww, I'm eating invisible soup because there's no more food. I'll eat anything, even ants. Ewwww, and now I'm a robot anteater.

Okay? To clarify: Get your shit together and sort out your priorities. You're ten, Jojo. Start acting like it.

I have no idea what's going on but I do like the little flags and the parade.

Good. That means your stupid free- loading girlfriend can finally go away to Paris with Nathan. Then it'll just be you and me like normal.

I knew it. Well, she's too old for you. You don't stand a chance.

Okay look, I'm sorry things didn't work out with us. But y'know, we're more alike than you think. I'm still quite proud of you. Intensely disappointed but also proud.

The older boys are getting instructions from Captain Klenzendorf on throwing hand-grenades. They stand around within a sort of trench set-up. The young kids sit back, behind the trench at a safe distance. Finkel stands nervously to the side, sort of hiding behind Klenzendorf.He continues talking in the background as Jojo approaches the young kids and sidles up next to Yorki.He takes a deep breath and scurries off into the bushes.We are back with the older group.Suddenly, in a flurry of noise and action, Jojo bursts out of the bushes and onto the scene.He runs past the boys, grabs one of the GRENADES from the open box and darts out, over the top of the trench and into the HOT ZONE - a wooded area stretching out before the group.But Jojo is off, he runs from the group. Adolf Hitler runs beside him, goading him on, screaming things like "Jojo Rabbit!" They reach a little clearing where Jojo pulls the PIN on the grenade and screams an ungodly war-cry. JOJO RABBIIIIIIIIT!!! He hurls the grenade like a war hero. It flies through the air, bounces off a tree, hits another one, deflects off a nearby branch and ricochets backwards, landing only 6-feet away from Jojo.He bolts, getting clear and leaving Jojo standing alone, the grenade at his feet.KABOOM!!! Jojo goes flying in an explosion of smoke and debris. SFX: HEAVY BREATHING... FADE OUT.:

JOJO'S POV - The next couple of minutes are small glimpses as Jojo comes in and out of consciousness. - Bright lights in an operating room. A doctor hovers over us, we see INSTRUMENTS. A concerned Adolf Hitler peeks in, smiles and gives us the thumbs up. Jojo's BLOODIED THUMB comes into view. - Over BLACK, we hear voices. Fade up to see a concerned male doctor and Captain Klenzendorf.Finkel holds up one a stick grenade.- FADE UP as we hear the sound of Jojo's mother, FRAU BETZLER, entering the room. She comes in to focus, a beautiful and kind face.- The shot wells with tears, de-focuses, and fades. - Over black we hear sounds. We come in and out of a hazy picture of Frau Betzler sitting beside Jojo, her hand caressing his face. We are in his bedroom now, the Hitler posters still on the wall. His mother comes in and out of focus. The image shifts and we see various small, STUFFED ANIMALS, on the pillow next to him - a LION, an ELEPHANT, a CAMEL, a RABBIT. WE FADE TO BLACK AND HEAR WHISPERS, PEOPLE IN THE HOUSE.

Wow, a little louder nest time huh? Didn't quite hear you. Hello darling.

No. Not a monster, you're still my beautiful Jojo. Besides the doctors are confident you will get most of the movement back in your hand and you will also walk properly again. Neat huh? I'm just happy to have you back home.

Don't try so hard to be like the others Jojo. You're fine as you are.

You need to be you, not Mr. Uber German. Look, Mama Lion worries about her cub, that's all. Especially when papa Lion isn't here.

A few more months and you'll get it. Round the tree, through the rabbit hole, then pull.

Now, you better get on your way, I told the Hitlerjugend office you were coming in today.

I don't want you involved in being dead on some battlefield. You can't be a soldier but you can still help. I think getting out of the house will do wonders for your recuperation. Come on, you can walk me to the food store first. We need supplies.

Oh well! Now, you're going to pluck up your courage, walk out that door and have an adventure. Okay?

Looks like the coast is clear. Field Marshall Jojo, you're our top man, only you can accomplish this mission... Good luck.

Heyyy kid, don't beat yourself up. You're a good guy, no need for all this violence!

Oh cub, I was just taking a long walk and having a think. I lost track of time.

Sneaky?! You goose. I promise things will be back to normal soon. Trust me. How was the Hitlerjugend? Did you get some helpful work done today?

Oh come on. You mean the RATS?! We have rats in the attic and yes, I've heard them too. Honestly, ghosts?! Actually, I've been meaning to say; you probably shouldn't go up there till I've caught them all, they have diseases and I don't need you getting sick. Okay?

Now, I left my gloves in a dream, could you be a darling and go get them for me?

Mama things. Boy, you really have to trust me, I'm the boss here.

There you go! You got it! Now go get my gloves, will ya? I left them by a rainbow.

How do you know? Have you even tried? Don't limit yourself, kid.

Come now Jojo. I'm still a mama Lion you know. And mama Lions are the best hunters in the pride...

God, What are you, the Food Gestapo? Sheesh kid, give a girl a break. These are tough times and I got us food; end of discussion!

Himmler. He's cleaning the yard and I'm making sure he doesn't slack on the job.

Things are changing. The Allies have nearly taken Italy. The war will soon be over.

No more politics. The dinner table is neutral ground, it's Switzerland.

What nonsense, of course he's coming home. And the whole family will be together again.

Ah, yes, but I have developed a more efficient system. I now use 3 ration cards, taking enough for 2 to eat, but then we take twice as long to eat it, you see? 3 for 2, which makes 6. But here's where it gets interesting; you take the original number times it by 3, carry the 7, subtract 2, then add 2 again (because secretly you need the 2), then divide the whole thing by the potatoes.

Once there were fireworks. To celebrate them coming home. Now the sky is empty.

At least it's still romantic down here at the Fluss. There used to be lovers walking these banks, dancing. But now...

There is always time for romance Jojo. One day you will meet someone special.

"I'm Jojo and I don't know how to tie my shoelaces even though I'm 10".

No Jojo. Love has no smell. It has no shape and it has no sound.

Nope, in your tummy. Like butterflies. And your heart. It's like you're full of butterflies.

Haha! Come on kid, get your act together, don't you know how to walk properly?

What's wrong Jojo? Get it together, man. I'm worried about you, are you drunk?

"I'm Jojo and I shouldn't trust pretty ladies to tie my shoelaces..."

Promise me one thing will you? When this is all over and the world is normal again, try to be a normal kid again?

You're growing up too fast. A ten year old shouldn't be celebrating war or talking politics. You should be having fun, climbing trees and then falling out of those trees.

The Reich is dying. There will be nothing to rule. Your beloved angry man is losing. And you already have a father.

Oh, pff, nothing darling. Those damned neighbourhood kids playing pranks! It's probably some sort of funny joke!

Jojo wakes in a daze. Feeling something nearby, Jojo sits absolutely silent. A creak is heard directly outside his open door. He whispers.The creaking stops. Jojo cowers under the blankets.FADE OUT.:

A NEW JOJO stands before us in front of the mirror. The right side of his face is SCARRED. His RIGHT ARM hangs limply by his side. He wears a simple shirt, he still has his hair and although he is half the boy he used to be, with his injuries he now looks older, kind of cooler.In the mirror Jojo sees his mother standing at the door, smiling.She approaches and hugs him tightly, smiling.She smiles sadly. Jojo tries to tie his bootlaces. He is having trouble with only one good hand. Frau Betzler kneels down and helps him.

Jojo's mother helps him put on his jacket and he catches another glimpse of himself reflected in some glass.Frau Betzler parts the blinds on the front door and peeks outside.Jojo smiles and prepares himself, playing along.His mother WINKS at him and smiles wide.She kisses him on the head and opens the door.

Jojo and his mother walk down the street. As he LIMPS, Jojo tries to avoid peoples' gazes. His mother enters a FOOD RATION STORE leaving Jojo outside. He notices himself in the store window and from his POV we see the new, crooked and damaged version of the sprightly young boy at the beginning of our story. We PULL FOCUS to within the store. Frau Betzler takes a bag of food and loads them into a shopping stroller. Other people in the store watch her.

Jojo and Frau Betzler part ways outside the Reichsjugendamt (Hitler Youth office), a small but official looking structure.She points and Jojo looks down. It's the old trick where she brings her hand up to ding him in the face. He laughs.She does it again and once more he falls for it.She grabs his wrists and makes Jojo lightly swat himself in the face, again and again. He giggles, absolutely powerless.She's a real clown and utterly charming. She wraps him up and gives him FIVE HUGE SMOOCHES all over his face.We reveal Jojo's face is covered in lipstick kiss-marks. She heads off down the street, whistling.

Jojo enters a large office. There is the usual Nazi Propaganda on the walls and a large SWASTIKA FLAG hangs behind a SECRETARY who sits at a desk looking incredibly bored. Two TEENAGE YOUTH OFFICERS laze about while a couple of other children come and go through the scene.HEIL HITLER!! The secretary and Officers jump.Jojo realizes what she means and he quickly wipes his face.A figure emerges from an office - Captain Klenzendorf. Seeing Jojo's injuries he winces a little but covers well. He is followed by Sub-Officer Finkel who is buttoning up his jacket.Finkel nods to Jojo and continues to look weird and out of place.A beat - not sure what to do next, everyone stares at Jojo.He indicates a large pile of pamphlets in the corner.Beat.He turns on his heels and is OUT.

Are you denouncing a neighbour, political traitor, or informing on friends and family?

As you can see we're understaffed and inundated with files and reports.

Hello. Denouncing a neighbour, political traitor, or informing on friends and family?

Jojo pins up some posters of HITLER in a stoic pose, looking off into the distance. Below him is the propaganda slogan: ONE PEOPLE, ONE EMPIRE, ONE LEADER Jojo smiles at this image of the mighty Führer. He gives a happy "Heil Hitler" to people who pass by, but we get the feeling the public are losing enthusiasm in their salutes.

Jojo jauntily walks through a large town square where he sees a number of locals grouped near some trees. He gets closer and sees they are gathered before a make-shift GALLOWS. About FIVE BODIES, men and women hang from the GALLOWS while onlookers stare or take photos. There are signs around their necks but we don't see what is written on them. Jojo moves on, taking occasional glimpses back.

He reaches a small GROCERY STORE. He enters and approaches the quiet and sad-eyed Herr Grusch.Herr Grusch sighs.The old man points upwards.He throws his conscription down.A long beat. Herr Grusch smiles warmly and nods.Jojo turns on his heels and leaves.

They're recruiting us veterans of the Great War now. There are no more young people left. This whole thing is becoming very flimsy. I don't know how to operate a flame-thrower or anti- tank gun. So stupid.

Jojo arrives home.He drops his satchel and heads for the kitchen.He returns.We hear a noise from upstairs. A small THUD. Jojo looks up.

Jojo slowly makes his way down the upstairs hall, looking in rooms. He moves towards his sister's room. He takes a moment before stepping into the room and wandering around. He looks at a photo of INGA, she is beautiful. He smiles and puts it down, and then... BANG! The door slams shut. Jojo stands. He turns to see the window is open, the drapes blowing. He breathes a small sigh of relief, sits on the bed. He examines an array of Inga's things on the dresser in front of him, RIBBONS, DRAWINGS, PINS and MINIATURES. He then inspects himself in the DRESSER MIRROR. He doesn't like his face. THEN, in the background of the reflection, he notices the opposite wall. Jojo is at the wall now, it is bare. On the ground sits a picture in a frame. He picks it up and is about to re-hang it when HE SEES IT. The wall is scratched, there is a thin cut in the wallpaper that measures from his shoulder to the ground. He traces the line of the cut and sees that it moves at right angles. It is a DOOR. The hook it would hang on is also used as a handle to pull the door open. Jojo takes his trusty DJ KNIFE and pries the door out a little, at the same time holding the hook and pulling the door OPEN. The light from the opposite window doesn't illuminate everything but it does cast a wide beam into the darkness. As Jojo's eyes momentarily adjust he begins making out objects. At first it's only BOOKS.Then he sees a candle, bedding, a plate, a fork, and then a PALE, LONG HAIRED CREATURE hunched in the corner, its face partially hidden beneath dishevelled long black hair, its dark eyes staring back at him. Jojo jumps at the sight and backs away, tripping on the rug and stumbling to the opposite wall which he bumps into DROPPING HIS KNIFE on the ground. He stays still, frozen in fear, watching. He can only see the darkness of the secret rooms interior now, that thing is around the corner, hidden from view. Footsteps. Slowly, with listless energy and no real purpose, a pale skinny little girl emerges from the darkness. This is ELSA KORR (15) She stops at the doorway, and casually leans her thin arm, against the frame. She wears a simple knee-length dress, brown and dirty, and has bare feet.I... He can't say anything. A pause, and then she giggles. It is cute and disarming at the same time. There's something attractive and alluring about her. Jojo can't speak. LEAVING HIS KNIFE he scuffles out the door, getting out as fast as he can, down the hall, down the stairs. He stops in the bottom hall and turns, listening.STOMP. STOMP. STOMP. Footsteps on the stairs get louder. Eventually Elsa rounds the corner and sits on the top stair, they have distance between them.She splays her arms out like a ghost.He runs towards the front door but is too slow. Elsa jumps from her position and bounding like a cat she reaches him as he gets to the front door. She grabs him by the scruff of the neck and slams him into the wall, breathing heavily from the effort.Jojo is petrified, breathing heavily too. She gets in close, reveals his DJ Knife. She holds it to his face.Silence. Jojo's eyes dart towards the door, and then the telephone.She releases him and backs away still holding the knife.She wanders back up the stairs leaving Jojo absolutely stunned.

Don't make me run kid, I'm far too hungry and y'know how much we have a taste for your blood.

I'm not a ghost Johannes, I'm something worse. But I think you already know that, don't you? You know what I am.

Of course. Go on then, go and tell them. But you know what happens if you do? I'll say you helped me, and your mother too. Then we'll all be kaput. And if you tell your mother you know about me... just one word...

I'll do the world a great big favour and CUT YOUR NAZI HEAD OFF. Got it?

You're a little bit of an idiot aren't you? Why do you want this?

Inga and I were friends. I took violin lessons with her when we were 10. We practiced in this very room, sat on this very bed. I was sad to hear of her passing.

I remember you too. Such a funny little boy, always trying to get in here and play. Who knew you'd grow into such a little... Nazi.

The world is paranoid isn't it? Everyone watching each other, informing on each other.

But what people don't know is that we are also allergic to food.

Cheese, bread and sausages. Those things will kill us instantly. So... if you're thinking of ending my life, feeding me those things is the quickest way. And Cake. Lethal.

My father is a 3-headed space-dog and my mother is a piglet who wears clothes to blend in.

I'll tell you about Jews but you are not privileged to know about my family.

He proposed to me on the banks of the Fluss. By Jaegerplatz. He knelt down like a proper gentleman, recited a poem by Rilke, and when I said 'yes' we danced down the street.

Austrian. Anyway, shut up. Nathan's coming, he'll rescue me and then we'll go live in Paris.

More than you think. You hear those bombs? They are landing on your precious Reich. It's said that Germany will fall within a year. Then I will be free.

I will leave this place and this town, find Nathan, start a new life, and never look back.

You'll think of nothing else. You'll meet a girl and spend your days dreaming of the moment you can hold her in your arms again. And she'll think the same of you. This is called love.

Your mother managed to find some bread. She is kind. She thought you suspected something but I told her you weren't smart enough.

There are no weak Jews. I am descended from those who wrestle angels and kill giants. We were chosen by God. You were chosen by a fat man with greasy hair and half a moustache.

Dear Elsa, this is hard for me to say but I don't want to marry you anymore. I found another woman and we laugh and have good talks. I'm sure there's better people for you anyway. It's like my favourite poet Rilke says: "We need, in love, to practice only this: letting each other go." So goodbye and sorry about dumping you. From Nathan your ex-fiancée. PS. I am not really in the resistance I was lying. I am unemployed.

Pah... Chagall shits on Durer. A big Russian shit on your boring Durer.

Believe it brother. Just ask Pissaro, Modigliani, Max Jacob, Man Ray, Henschel, Nimzowitsch, Gertrude Stein, Mr. Moses and Jesus Christi, Amen.

In the beginning we used to live in caves, deep, deep in the centre of the Earth.

Scary places full of strange and wonderful creatures all with one thing in common...

Aaaand moving on. So, after many years of developing magic and spells, we slowly moved out of the caves and into the towns. Some of us stayed in the caves and stayed in our normal bodies.

It would be better with colour but all I have is this blunt pencil.

Anyway, these days we live among normal humans but often we will take over a house and hang from the ceiling when we sleep, like bats. Oh, one interesting thing is that we can read each others' minds.

No, they are too thick for us to penetrate. We can only read Jewish thoughts.

Well, although we used to be able to fly unfortunately we can't anymore - otherwise I'd be long gone.

Our wings got burnt off after that whole Jesus debacle. Punishment from God.

Oh, and we are attracted to shiny things, like birds. That is why we came to the beautiful cities of Germany, all the glass and gold and crystals.

I don't think you do either. You're a 10 year old kid who 'likes' Swastikas and dressing up in a funny uniform. The rest... is something else. But you're not one of them. Not you.

Speak properly idiot. You'll have to excuse my heavily retarded brother, I'm Inga Betzler.

Well sometimes he'd prefer I was dead. Wouldn't you, little Frankenstein?

I'll speak to him how I like. Besides, it isn't a war wound, he was born like that.

They'll be back. They'll find out she's dead. Then I'll be dead. I have to leave here. I have to get out.

The Resistance, Jojo. O-Five. The 'O' stands for Oesterreich, Austria. The 5 is the fifth letter of the alphabet, 'E'. Together it makes "OE", the way we used to spell Austria before the Nazi regime. "Oesterreich". She was part of this.

Sort of. She didn't tell me much, only that she worked with friends and that your father was somehow involved from afar.

No, because she didn't want you to know anything that would get you in trouble. She wanted to protect you, more than anything, more than me. You were the most important thing to her.

Jojo, I'm sorry. She died trying to save lives. That is the greatest honour any human can achieve.

The last time I saw my parents was at Westbanhof. They were put on a train, my cousin made me run with him and hide behind the terminus. Later we were sleeping in the forest, others were there. They found us. They shot everyone, Franz too. I ran and slowly found my way back to the city. A friend of my fathers hid me. Then another friend, then friends of friends... till she took me in.

So far I am still here. But my parents went to a place you don't come back from.

Where would I go? As long as they're out there I will stay here.

Come, we must go outside! Come on Jojo! We are free! I can go home! I can go!

You can't take care of anything! Not even yourself. You're a monster like all of the others! Monster!!!

Thank you, kind Jojo. You see, I was right. You are not one of them.

Jojo sits on his bed, petrified.Hitler is sitting next to him.Jojo nods.Jojo nods again.Adolf lights a smoke, offers one to Jojo. He waves it away. Hitler looks worried as he takes a drag.

I'm not sure what's going on with us. I mean, what you're doing right now, I'm not comfortable with it.

From Inga's room we see an empty hallway. We hear clattering and the slow clunking sound of footsteps getting closer. Jojo comes into view wearing various household objects as ARMOUR; A CHEESE-GRATER protects his forearm and a CAST-IRON POT sits on his head. In one hand he now holds a KITCHEN KNIFE. He is tip-toeing yet his get-up is making a huge racket.

Jojo stands in his sister's empty room. He speaks to the wall Elsa lives behind.Silence.From behind, in his ear...Jojo spins to see Elsa standing directly behind him, holding his knife, a wry smile on her face. Jojo SQUEALS and stumbles back in fright, collapsing to the floor, his armour crashing around him. He drops the KITCHEN KNIFE as he scurries out of the room.

Back in his bedroom, the door firmly shut.Hitler lights another cigarette, offers it to Jojo.They start pacing, thinking, pacing, thinking... Hitler produces a CAN OF GASOLINE and some MATCHES. Jojo waves it away. They pace and think some more... As Jojo paces back he turns to see Hitler has made a giant MOUSETRAP CONTRAPTION. He gestures "What about this?" Jojo shrugs, "Maybe"... and paces some more.Jojo perks up.He climbs out the window.He winks and is gone. Out on Jojo's worried face.

Jojo sits in the living room, a look of utter fear and confusion covers his face. The house is silent save for the ticking of a clock.

Jojo stands in the kitchen holding a piece of bread in his hand, still staring into space. A tap drips to the same rhythm of the clock.

Jojo waits on the steps of his house. The sound of dripping is replaced by a man walking down the street in hard shoes. Across the road a neighbour peers through their curtain.

Jojo sits in his mother's room on the bed. The house is silent save for the ticking of Jojo's watch. We hear a car pull up, the door close, footsteps. Frau Betzler enters the house. Jojo runs to meet her...

He meets his mother at the front door.No answer, Frau Betzler notices one of Jojo's laces are untied again.Jojo keeps watching, trying to work her out.Jojo nods.

Frau Betzler tucks Jojo into bed.A beautiful smile appears across her face, she WINKS. Jojo can't help a tiny smirk, he tries a return wink but can't.She demonstrates and winks again, Jojo attempts a return wink but isn't getting it.They continue this hopeful exchange a few more times. She eventually places a finger over one of his eyes. He blinks his other eye.She kisses him good-night and turns out the light.

Jojo lies in bed, wide awake. We hear a door creak open and footsteps heading down the hall. Leaving the safety of his room, Jojo creeps along the hall and sees candle-light coming from the kitchen. He peers round the corner and sees a glimpse of his mother's nightgown as she prepares something on a plate and disappears around the corner, tiptoeing upstairs. Jojo follows...

Jojo reaches the top of the stairs in time to see his mother entering his sister's room. He stealthily makes his way to the doorway and sees his mother knocks twice, lightly on a wall, before removing a panel in the wall, pulling it out towards her. She whispers something into the darkness of the SECRET ROOM. She holds out the plate of food and a glass of water. Jojo's eyes widen and he trembles with fear as Elsa's bony white arm extends from the darkness, her spidery hand opening up and taking the food. His mother whispers something else and then strokes the arm, almost like a pet. Jojo steps back into the hall, backing further away from what he has just seen.

Jojo swims in a pool with various other wounded men. Jojo is helped by an older woman, HELGA. She stretches his arms.A man swims past. He has no arms. Another man has no limbs, another no face at all. Hitler swims by wearing a bathing cap, He is looking around at all the disabled people. He turns back to Jojo, an expression on his face that says: "How gross are these freaks??" Jojo is carried away by Helga to the other side of the pool.

Jojo collects the small pile of CONSCRIPTIONS for the day and approaches Herr Klenzendorf's office. He enters and we find Klenzendorf drawing pictures of FANTASY GUNS. Finkel sits at a smaller table playing with PINK TRIANGLE PATCHES. He holds them together like a sash and holds them across his chest, smiling at his pink fashion creation.Finkel drops the pink patches.Jojo sits, time for business.He collapses into laughter. Finkel joins in, wobbling on his seat like a giggling jello. Klenzendorf encourages him by miming a CIRCUMCISION.Jojo gulps.This sparks an idea.He mimes a pair of scissors 'SNIP SNIP' and collapses into a fit of laughter again, joined by the over-exuberant Finkel.

Jojo stands in his sister's room, while Elsa sits in the doorway to her hideout. She still has the knife and digs it into the floor.Elsa stands and enters Inga's room. Jojo keeps his distance.Elsa sits on Inga's bed.Elsa stands. She walks to the window, peeks out.Elsa laughs and moves away from the window.Jojo is puzzled. Finally gets it.Jojo writes that information down. She goes into her hideout and closes the door behind her. Jojo sits there, not sure what else to say.Jojo packs his book away and leaves.

Jojo waits patiently in the living room.Jojo turns to see Adolf, standing in the doorway dressed as a Native American, complete with leather tunic and feather head- dress. He also smokes a long peace-pipe which he offers to Jojo.Suddenly we hear the front door open and Frau Betzler bursting in, flustered. She closes the door loudly and in a loud voice:Hitler scurries around the room in a panic looking for somewhere to hide and finding nothing, hugs the wall. He closes his eyes tightly and holds his breath.We pull back to reveal Hitler, still dressed as an American Indian, frozen in a pose that doesn't blend in to his surroundings.He closes his eyes tightly. Frau Betzler enters.She quickly scoots to the window and looks out to the street, muttering to herself.She reveals a 1/2 LOAF OF BREAD, some CHEESE and a small bag of VEGETABLES.She laughs hysterically and moves off to the kitchen. Hitler exhales and opens his eyes.Jojo goes to the window. Outside, a car drives slowly past the house. It resumes a normal speed and disappears into the night.Adolf leaves.

Jojo sits at the table while Frau Betzler places a large pot in the middle of the table next to a loaf of bread. She ladles hot stew into the plates and sighs contentedly.He tries to squeeze the bread but is too weak.She breaks the bread for him.She begins eating, Jojo fumes.

They are finishing their meals. Frau Betzler is clearing the table.Frau Betzler scrapes leftovers onto a plate. Jojo watches this.Beat. She stops scraping. Jojo looks at her.She smiles sadly and finishes clearing.He smiles and eats everything on his plate. SFX: BOMBING RAID SIRENS...

Jojo sits in a chair opposite Elsa as BOMBS are dropped on the city in the distance. They speak in hushed tones.Elsa takes his pen and paper and starts drawing.Jojo gives an exasperated look.ELSA I do. I have all the time in the world. JOJO I wouldn't be sure of that. ELSA Let me ask you something. Why are you hanging around with me? Don't you have any friends? JOJO Of course. Many ELSA Who? JOJO Yorki. ELSA "Yorki". And... JOJO Others. ELSA Pff. You don't have any friends. JOJO You don't. You don't have anyone. ELSA I have Nathan. JOJO Who the hell is that? ELSA My fiancée. I have him. JOJO A Jew too I suppose. ELSA Yes, and a very strong one. JOJO Where is he? ELSA Everywhere he is needed. He's fighting in the resistance. He's eighteen. She holds out a LOCKET with TWO PHOTOS inside. One is a pretty picture of Elsa, the other of a handsome young man, NATHAN.She stares longingly at the photo. Jojo notices, he shifts uncomfortably.He rolls his eyes.Jojo takes a moment, under her spell. He breaks out of it.She looks him up and down.Suddenly Elsa has Jojo in a headlock, twisting his weak arm behind him. He winces in pain.She covers his mouth, suffocating him.His struggle is useless, he cannot break her grip. She releases him and pushes him onto Inga's bed.She tears off the paper and puts it down next to him. Jojo looks at the picture. It is a drawing of him, it's pretty good... underneath she has written the word IDIOT.She slinks back into her hideout ---- and closes the wall behind her. Jojo stares at his drawing, the distant bombing continues.

Jojo enters the local GESTAPO OFFICE, a long line of people wait to file reports and denounce other citizens. Jojo approaches a SECRETARY who, upon seeing his face, cringes.She places some forms in front of Jojo.She's obviously not.She indicates an area filled with a HUGE MESS of files and folders - paper piled high - complete disarray.A large, pimply guy (20's) named Erwin arrives.Erwin grumbles something and beckons Jojo to follow him to the file-room. An old local woman now approaches the desk.

Jojo searches through a chaotically messy filing system as Erwin scratches at something under his arm. Jojo flicks through folder after folder. CLOSE on the folders flicking back one after the other...He sits back, NOTHING. Erwin scratches some more.

Jojo walks down an aisle of the local library. He scans the scant shelves and finds what he was looking for; RILKE: POEMS AND ESSAYS. He pulls it out and secretly stuffs it into his jacket. He turns around and sees Hitler stuffing his own jacket with about 20 books. They spill out, onto the floor.

Great thinking, Rabbit. We'll use these to make a fake floor that she can fall through, straight into some piranhas.

She won't know what hit her when she starts getting chomped by those little fishies!

As he leaves the library Jojo hums softly to himself. Slowly it seems others are joining in his song. He looks around and the sound gets louder. From around a corner, lead by FRAULEIN RAHM, we see a group of "Jungvolk" marching and singing...Jojo moves against the wall and watches them pass. It is glorious - he catches the eye of a couple of the kids. They smirk and look at him with contempt.They keep singing as Jojo retreats into the shadows.

We are marching for Hitler through Night and Need, with the flag of the youth, for freedom and bread.

Jojo busily writes a letter on his bed, the Rilke poetry book lies next to him. Hitler lays on the bed next to him, reading a book about CAMELS.

Jojo and Hitler sit in darkness, listening. We hear footsteps down the hall and then a door closing softly. Hitler makes a military gesture to take action, Jojo moves out into the dark hallway.

Jojo knocks on Elsa's wall-door.Pause. Elsa opens the door a little. We see a piece of her face in the thin beam of light. Jojo unfolds a piece of paper - we can see that the writing is not that of a 17 year-old but that of a 10 year-old.Elsa retreats into her room and we hear her begin to cry.Jojo shuffles out of the room as Elsa continues to cry.

Jojo is back. He knocks lightly on Elsa's wall.He knocks lightly again.A beat. Elsa's door opens to reveal her sitting, staring at Jojo, a peaceful look on her face. This Jojo kid's a character. He gives a tiny smile.

CLOSE UP on Jojo, mid-discussion with Elsa.They laugh some more.He stands and leaves the room. We stay with Elsa, after a while...

Frau Betzler stands in line to receive her food allowance. She hands three RATION CARDS to the STOREMAN.The Storeman looks puzzled and a couple of other people in line watch the exchange suspiciously. Jojo helps his mother with the shopping and they leave.

Jojo and his mother sit with some locals on the banks of the river as a small, pathetic parade of RETURNED SOLDIERS go by. Frau Betzler looks to the sky.Jojo sees GUDRUN, the girl from Hitlerjugend camp. They make eye contact, he smiles but her face turns away in disgust.She stands. Jojo gets to his feet but trips. His shoelaces are tied together.She helps him to his feet and pushes him along, he falls again, laughing.He gets up and tries to chase her. They play like this, him tripping over, trying to catch his mother, as locals watch.

His shoelaces now properly tied, Jojo and his mother continue walking. Frau Betzler notices other children staring, laughing and pointing at Jojo behind his back. She turns and gives them a ghostly 'BOO!' They scatter in fright. Jojo smiles but is embarrassed.She stops suddenly. PAINTED in WHITE across their front door we see: Jojo is puzzled. Frau Betzler gasps. Some neighbours are watching from their windows.The neighbours close the curtains as she storms inside.

Jojo and his mother scrub the door with brushes and water. The paint is slow to come off.O-5...?She laughs and continues to scrub.Jojo watches her scrub, as do the neighbours. She looks back and WINKS at Jojo.

Jojo sits on Inga's bed, lost in thought. Elsa sits nearby. Jojo sighs.He takes a seat.She smiles at this.Jojo looks at her. Really?Jojo takes a pen and starts writing furiously in his book.She takes Jojo's book and starts drawing. Jojo watches her elegant hands as they create the picture. She hands the book back to Jojo; it is a beautiful sketch of a WEIRD creature that is more like an ELF or FAIRY. Definitely not Jewish or a monster.He writes that down too.Elsa regards this 10 year-old kid writing as fast as he can, a manic look on his face. A small smile creeps across hers.He pauses, catches a glimpse of himself in a mirror on the other side of the room. We see his scarred face. He registers his "ugliness" and goes back to writing.

Jojo enters his room with a pep in his step..Jojo turns to see Adolf Hitler sitting in his bed.A moment as we take in Hitler in Jojo's bed. Weird.He gets out of bed, dressed in full regalia, including those PUFFY-HIPPED PANTS that WW2 Generals wear.Throughout this very short monologue, Adolf Hitler builds in energy, resembling for the first time, the intense yet charismatic Hitler we know from the famous speeches.He has worked himself up into quite a frenzy. Jojo stares at him with love and admiration.Jojo nods. Hitler goes to leave.He winks and leaps out the window. Jojo looks in the mirror once more. He scowls at himself and turns out the light.

Jojo enters the office and is immediately greeted by Captain Klenzendorf who sits at a desk drawing.Finkel giggles, he loves Klenzendorf.Jojo pulls out his book.He trails off, not able to make a good joke. Jojo opens his book and the giggling officers gather to inspect his fantastical drawings and writings, all carefully penned in the hand of a 10- year old. The adults try to contain their amusement.He holds up a sketch of a man wearing a tasselled uniform, cape, and large PIRATE HAT.Jojo gives up.Finkel sinks his head.

Jojo knocks at a house. An OLD WOMAN answers.She stares at him a while.Jojo wheels his barrow away.

Jojo wheels his barrow through town collecting metal. In his barrow are various items; a piece of RUSTED STEEL, a LEAD PIPE, a few NUTS & BOLTS. He notices that some of the Hitler Propaganda Posters he put up earlier are falling down. He tries to stick one back up but it immediately falls down again.He turns to see YORKI approaching.The two embrace. Jojo steps back to take in his old friend who dressed in a soldier's uniform. But it's still the same old Yorki, clumsy and a bit pudgy.Jojo feels the uniform. It is made out of CARDBOARD covered in GREEN MATERIAL.He holds up his arm, the sleeve is way too long.Jojo shuffles on the spot.He starts off in the opposite direction.

Jojo lightly taps on Elsa's wall, opens the door and holds something out for her.Elsa takes her gift, some sheets of paper rolled around a collection of pencils, some coloured, tied together with string.Jojo turns away, quiet.He picks at an imaginary thing on the wall. Elsa stares at herself in the mirror.Jojo gets an idea.

Elsa pours a large pot of hot water into a wash basin. She wrings a flannel into the bowl and unties her dress, letting it slip to the floor. Outside the bathroom, Jojo sits against the wall, listening to the sound of Elsa bathing. He closes his eyes.

Back in his mother's room Jojo sits on the bed as Elsa puts on make-up and does her hair. As he watches Elsa, Jojo shivers a little. He looks down and puts his hand on his TUMMY, then looks back at Elsa, worried.

Downstairs, Jojo leads Elsa into the living room. She looks around. They speak in low voices.Jojo reveals a meal of green potatoes. They are barely cooked.She takes one and bites into it. It is crunchy. They laugh. Suddenly there is a LOUD KNOCKING at the door. The children freeze.

More KNOCKING.Jojo reaches the door and opens it, revealing FOUR MEN in trench- coats accompanied by Captain Klenzendorf. The others are GESTAPO AGENTS led by an officious CAPTAIN DEERTZ.They are interrupted by Captain Klenzendorf entering, late, carrying a bicycle, trailed by Finkel. The other agents look down on Klenzendorf.Finkel joins in and the two men Heil Hitler everyone in the room all over again. Finally...He nods to the other agents who start snooping around the house, inspecting drawers, cupboards, shelves. Deertz smiles and moves into the Living Room. Jojo and Klenzendorf follow. Deertz examines the plate of potatoes. Sees the nibbled one, then the TWO SETS OF CUTLERY.Deertz moves to the book-case, looks at the literature. The other two officers make notes and start trudging up the stairs. Deertz leads Jojo and Klenzendorf down the hall. They stop at Jojo's room. Deertz peeks inside.He points at a drawing of David killing Goliath.Ignoring him, Deertz wanders on.There is a loud bang upstairs, something being overturned. Jojo and the Officer look up.He puts an arm around Jojo and they head upstairs.

Heil Hitler. Allow me to introduce myself. I am Captain Herman Deertz of the Vienna Gestapo, Floridsdorf office. This is Herr Mueller, Herr Junker, and Herr Frosch.

No, we were just Heil Hitlering each other and were about to ransack the house.

So, young Jojo, We hear you have been helping out at the Hitlerjugend office.

Children?! The brats! What is this world coming to? What did it say? It has almost been washed away.

What on earth are those oafs up to? Why don't we go upstairs and see. Yes?

Well it's good to see you are still wearing your Jugend uniform.

You see we deal with an overwhelming number of reports, denunciations, and general investigations which means we are severely understaffed and overworked.

Now, of course we are indeed interested in problems of crime and anti-party sentiment, but we still have one greater concern; that of the Goldilocksies, running around out there taking advantage of other people in this city. Sneaking around, taking things, eating people's food, wearing their clothes... It's simply rude.

Good good. Well, we'll be borrowing some of these little things if you don't mind. Nice meeting you.

They stop at Jojo's mother's room. The officers are looking through her dresser and wardrobe, under the mattress.Klenzendorf exhales heavily, clearly uncomfortable.Jojo looks down to his little sheath, it is still empty. From behind them.They turn to see Elsa standing at the door to Inga's room. She holds the knife in her hand and wears a dress and shirt of Inga's. She looks beautiful and... quite German. Jojo is wide- eyed, panicked.There is an awkward pause. Klenzendorf COUGHS. Jojo tries to stall.The others agents join in and we go through another long round of Heil Hitler salutes, this time with Elsa.Deertz goes to enter Inga's room.He wanders in, inspecting the room. He walks past Elsa's secret door where the painting that covers it hangs crooked. Klenzendorf enters and walks past Jojo, eyeing him.He opens the curtains and looks out the window. We hear a scraping sound and reveal that Klenzendorf is straightening the painting. He then stands in front of the wall opening, concealing it.Elsa freezes.He holds out his hand.Elsa goes to a drawer in Inga's dresser and pulls out INGA'S PAPERS. Her hand is beginning to shake, Klenzendorf takes the papers from her and looks at them, now and then flicking a look to Elsa. POV of the papers shows Inga when she was sick, GAUNT and PALE; the two girls share a vague resemblance. The DATE OF BIRTH reads: May 7, 1929.A tense moment as Elsa pauses. A pin dropping would be quite audible right now...Another long pause. Elsa wipes her sweaty hand on her dress.Klenzendorf hands the papers back while the other agents arrive from Frau Betzler's room. They hand Deertz some envelopes and photos and papers.More Heil Hitlers. Jojo just stands there, watching.

The men are almost out the front door.The officers leave. Klenzendorf stares at Jojo then smiles.Jojo nods.He gives a concerned, yet endearing smile, then leaves.

Elsa sits huddled in the corner, clutching Inga's papers. Jojo approaches.Jojo takes the papers and reads.Elsa retreats away from Jojo.This hits Jojo, he steps back. Elsa buries her head into her hands and begin to cry. Jojo waits a moment and then moves downstairs.

Adolf Hitler wears oven gloves and stirs a pot that is heating on the stove, with a ladle. He smells the broth.He puts the ladle down, crosses his arms.He mime pours some soup into a bowl and mimes eating it.He stops his performance, suddenly serious. He's made his point, whatever that is. Jojo stares at him, baffled.He walks out, dramatically knocking over a cup.

Jojo is at the FOOD STORE. He hands over ONE RATION CARD. In return they give him a tiny piece of bread and a small piece of butter. He puts them in his pocket and leaves.

Jojo wheels his barrow down an alley which opens up into Floridsdorfer Spitz, a town square. He rests a moment and sees a BUTTERFLY moving past him along a row of flowers. Jojo smiles at this, takes interest and follows the butterfly, limping behind as it flutters along the flower bed. He moves further away from his barrow and into the park proper, moving around a few trees. He crouches and admires the butterfly which has now come to a stop upon another flower. Not yet looking up Jojo notices the light on the ground is disturbed by shadows moving back and forth. He looks up and sees he is standing near the site of the PUBLIC HANGING. TEN or so bodies hang from the gallows. A sign nailed to a nearby tree reveals these people have been executed for treason, crimes against the Reich and involvement with a Resistance movement. Painted in white across the bodies' chests we see: The bodies sway in the wind in a kind of floating waltz. Jojo tilts his head back and forth in rhythm and shuffles along the row of bodies. Most are men, a couple of girls. Then as he nears the row he sees one body in a dirty dress, a woman drifting in the breeze, twisting on the rope until she turns towards us, fully revealing her face... his MOTHER, FRAU BETZLER. Jojo steps back, falls to the ground, eyes wide open, staring back at her. He begins to cry, suddenly losing his brave exterior and becoming the 10 year old child he is. Jojo gets to his feet, goes to his mother and tries to reach her hand. It is too high. He looks down her body and notices her shoelace is untied. He tries to re-tie it but fumbles. He gives up and rests his head against her leg.

As the sun sets Jojo remains in the park, sitting near his mother, quiet and still. A pair of shiny shoes appear next to Jojo. He looks up to see Adolf Hitler staring back at him with sympathetic eyes. Jojo hangs his head again. Adolf touches him on the shoulder and disappears into the night.

Elsa reads by candlelight. The panel opens and Jojo stands before her, a knife in his hand.He runs at her but it's more of a hobble, she stops him, they struggle against each other.She pushes him away, he trips and falls, losing the knife. He stands and runs at her again and again until he finally collapses to the ground. He lies on his back and stares upwards.Elsa covers her mouth, begins to cry.

Jojo and Elsa stand on a ladder in the attic, their heads poking out through the ROOFTOP HATCH. Distant bombing continues.O5. Jojo looks at her, she knows?Elsa puts an arm around his shoulder. More bombs.He leans his head on her shoulder. They sit like this in the moonlight.She smiles.The BOMBING gets louder... MONTAGE - JOJO AND ELSA - Jojo and Elsa hang blankets over the windows as the bombing continues. - Jojo barters with a local PEASANT for some OLD VEGETABLES. - Elsa draws pictures of her surroundings; the view, the objects in the room, Jojo. - Jojo walks past a wall where he previously tacked pictures of Hitler and propaganda notices. Some of the Hitler pictures have been torn away leaving half of the Fuhrer's face. - Jojo peruses Elsa's drawings. He finds one of a BUTTERFLY. - Jojo pins the butterfly drawing to his wall, near a photo of Hitler. - Jojo attempts to prepare food in his kitchen. Obviously he's a terrible cook. - Jojo's bedroom; Jojo pins another one of Elsa's drawings on the wall. There are now as many of them as his pictures of Hitler. - Jojo delivers a plate of pretty questionable food to Elsa. They eat together. Mid-meal, fixated on Elsa, Jojo looks down at his tummy again. SUPERIMPOSED over his stomach we see an image of hundreds of butterflies fluttering around in an empty cave.

Outside the window we hear birds chirping and see fresh leaves on the trees. It's SPRING. Jojo is reading a letter to Elsa. She is listening with a smile on her face.Playing along, Elsa hands him another pile of her drawings.He smiles and leaves.

Jojo opens a drawer and places Elsa's pictures inside. We see there is an even bigger collection of drawings inside. A distant explosion is heard, the rumbling causing objects and windows to shake and rattle. The sound of gunshots comes soon after. Jojo rushes out.

Jojo heads down a street and finds a group of civilian locals being given weapons and instructions on how to use them. There are a couple of women and young boys among them, all looking very out of their element and bewildered. Two younger kids help each other carry a huge MACHINE GUN off towards the fighting. An explosion a few blocks away. Civilians run the opposite way towards safety. Jojo runs too. He rounds a corner and sees Yorki, his uniform in tatters, running on the other side of the street carrying boxes of ammunition and a ROCKET LAUNCHER.Yorki sees Jojo, waves, trips and falls, accidentally FIRING the Rocket Launcher. It launches a missile across the road, completely blowing out a store front. GLASS and DEBRIS shower the street.He turns around and see the back of his jacket has been completely burned off. We see it is made of CARDBOARD covered in thin COTTON.He tries to lift the boxes of ammunition up again but has difficulty.Yorki shimmies on his feet for a second. Silly.Yorki puts the ammo in Jojo's barrow and they head off.

They reach a square, the fire-fight in the distance gets closer. There are a few other explosions, heard but not seen, down the street. It's loud and chaotic. Other soldiers run around, many of them are JOJO's AGE. Jojo is a little bewildered.Just then, we hear PACHELBEL'S CANON in D and we see KLENZENDORF run past, stopping near the boys. We see that he is wearing his uniform but it has been altered according to his earlier drawing. It has SPARKLY SEQUINS on the collar and TASSELS down the sleeves. He wears HIGH HEEL BOOTS and is carrying a MACHINE GUN which has a RADIO strapped to it, playing the music. Obviously, he's also wearing a PIRATE HAT. Finkel runs up, dressed in a similar outfit, but he wears a cape made of pink triangle patches. He stands proudly next to Captain K, there is an electric energy between them. Klenzendorf gives a triumphant smile, doffs his pirate hat and runs off, Finkel close behind, Pachelbel swelling.He heads across the plaza, the gunfire gets louder. Jojo calls out.But Yorki can't hear him, he continues around the corner, out of sight. There are more shots and yelling. Suddenly a huge explosion rocks the street, debris and smoke pours around the corner and back into the square. Jojo hides behind a tree and watches as German soldiers come running from the street, some are gunned down, others hide behind vehicles and continue to engage the enemy. Klenzendorf runs around too, his Pirate Hat is on fire. Jojo runs back up a side-street, away from the chaos. FADE OUT.: SFX: TRIUMPHANT MUSIC AND THE SOUND OF TANKS ROLLING

Jojo walks down a street, music blares, an anthem of some sort. He stares wide-eyed as the CANNIBAL TRIBES of RUSSIA, GREAT BRITAIN, and AMERICA parade down the street. Some people are waving, happy. Others devastated, unwilling to accept defeat. A Russian soldier passes by and thrusts a small Union-Jack flag into Jojo's hand. He says something indecipherable and continues on. An excitable WOMAN (30 plus holding her child) runs past them.Fantasy Adolf Hitler joins Jojo.Jojo looks worried.He skips away, waving a flag.

The Allies have won. The war is over! Americaaaaa!!! Everyone is free! Everyone is free!

The streets are quiet, heavy with Russian presence. Jojo stands in line at a FOOD RATION STATION, holding a bag. Among the GERMAN CIVILIANS and RUSSIAN TROOPS he feels like a stranger. A tank rumbles past with the sounds of Soviet music wafting out. He stumbles upon a make-shift morgue for the casualties of the final battle for Vienna. He walks past many dead German boys and men. Some are draped in their ARMY COATS. He stops near one who lies the same way. He pulls the Army Coat off the body... it is a stranger but a young lad all the same. Jojo rolls up the coat and puts it under his arm.

Wearing the jacket, Jojo stands at the door to Elsa's room. He puts a hand on the door, clearly debating something internally. He enters, Elsa is at the window, peering through a crack in the curtain as fireworks go off and music plays in the distance.Jojo doesn't answer.He nods.He nods again.She stands, hugs Jojo, skips around the room and draws the curtains wide.Jojo just stares ahead, bites his lip.She looks back out the window, her smile fades. She steps back from the window into the room.Jojo takes his time and making his decision... speaks.Her face drops, she slinks to the ground, broken.Long silence as tears well in her eyes. She walks back to her hideout.Elsa flops down on the bed and bursts into tears.

CLOSE UP on a word written on a BLACKBOARD: MONSTERS! Jojo sits in a broken down classroom with some other children. They are being addressed by a woman, a RUSSIAN TEACHER. On the board behind her are written other words like BEASTS, KILLERS, EVIL, ANIMALS, DEVILS, INHUMAN, BAD, UGLY... The teacher speaks in a RUSSIAN ACCENT.A little confused the children tentatively raise their hands. Jojo looks beside him and sees Adolf Hitler sitting in the seat next to him, his hand is also raised. He looks to Jojo and smiles.After a beat, Jojo joins in and raises his hand.She indicates a large pile of German literature stacked at the front of the class. She takes a thick book and rips it in half with her strong Russian hands.

What else do we know about the German Nazis? Hmm? They are also HEARTLESS.

Now, you beautiful children are not like these Germans, you will learn to be better Germans, ok? More like the Russians.

Because Germans are bad people, they do very bad things. They have very bad taste in art and music, they have bad hearts. Now, you need to learn how to be better Germans. Who wants to be better Germans?

Wunderbarrr! Now. Come and collect some of these silly old German books. We're going to tear them to a million pieces!

Jojo walks through the city, he sees some Russian soldiers busting into a house, looting it. Others are pushing an old piano out of a window as locals watch on. Gunshots are heard across the city. Jojo enters the square where he found his mother. There is some commotion on the other side of the trees. He walks over and sees a group of German men and women who have been rounded up by an angry mob. Temporary police made up of Russians do little as they are taunted and beaten and spat on. Among the group being rounded up Jojo sees OFFICER DEERTZ, FRAULEIN RAHM and also HERR KLENZENDORF, his revamped uniform is tatters. Jojo's spying NEIGHBOURS are also with their group, stumbling around looking desperate. They are all being jostled about by PARTISANS and LOCALS and Jojo watches as Fraulein Rahm, his teacher from Hitlerjugend Camp gets dragged from the group. She looks haggard and tries to break free in panic.Someone SPITS in her face. Her and FIVE OTHERS are led to a STONE WALL and lined up. Before we see what happens next Jojo finds himself carried with the wave of bystanders where he passes another group of prisoners. It is here that he meets with Captain Klenzendorf. They make eye- contact and we see Klenzendorf has been beaten up. Nevertheless, he gives a nice warm, gentle smile.A PARTISAN with a rifle pulls Jojo forward.Jojo pauses.A brief moment as Klenzendorf stares at Jojo.Jojo is pushed back into the crowd, losing sight of Klenzendorf. Someone calls out a command, indecipherable amongst the cries of the crazed crowd. As Jojo pushes his way to the back of the mob we see over the top of the crowd that Klenzendorf and some others are standing in a line, on a platform. He doesn't look back and so doesn't see all five of them drop out of sight, the ropes around their necks going tight. All we hear are gasps and cheers.

Jojo sits on the banks of the river. He watches the water flow past him as more gunshots and cheering can be heard in the distance. He looks over at the bridge and sees a young couple holding hands, happy. Coming the opposite way, towards Jojo, is YORKI. They embrace.Jojo stares dead ahead.He hands Jojo a pile of letters, all addressed to Roswita Betzler, his mother. Jojo sorts through the mail, opens an envelope.They sit for a moment.

Jojo enters the room wearing a suit that's too big for him. The sleeves and pants are rolled up. He places a sandwich on the floor near Elsa's door. He takes a piece of paper and facing Elsa's wall he reads...Silence. Jojo folds up the letter and puts it in his pocket. Elsa opens the door again.Pause.JOJO Okay. How's it going in there?JOJO We're friends, right? ELSA I'm not sure we're allowed to be, remember the rules. JOJO I know but, I think it's ok if no one knows. I don't mind hanging out with you. ELSA I don't mind hanging out with you either. JOJO And if we're friends you trust me, right? ELSA It depends. JOJO Well, what if I told you I found a way to escape Nazi Germany? ELSA What do you mean? JOJO I've found a way for you to be free. ELSA Yes, me too. I'm going to kill myself. JOJO Exactly. Wait. No! Not that! ELSA Jojo, there's no point in going on. There is no place for me anymore. JOJO Look, it's like Nathan said in my fake letter from him. There are still Nazi- free places. I can make it happen, I know a secret way out.Elsa picks up the sandwich and takes a bite.Jojo looks at himself. It is pretty ridiculous.

Jojo is now dressed in his normal clothes. He checks himself out in the mirror and tucks in his shirt. Adolf Hitler is standing behind him.Adolf lights a cigarette. Offers Jojo a drag. Jojo takes the cigarette and throws it in the opposite direction.He lights another. ADOLF I gotta say, I'm pretty disappointed. JOJO You lied to me. You lied to everyone and then you blew your brains out. ADOLF (cocky) Brains are very overrated my friend. JOJO You ran away. You're a coward. ADOLF That's a big accusation young man. Blowing your brains out is actually a pretty gutsy thing to do. I'd like to see you try it. JOJO I wouldn't. And would you mind explaining the constipation camps? ADOLF Constellation camps. We encourage people to Stargaze.ADOLF Okay, okay, I get it, you wanna go your own way, maybe start a Fourth Reich or something. Fine. But you know what, you let me down too so now we're even. JOJO Even?! How? I believed in you! ADOLF Yeah well, you stopped believing. What's more you missed my birthday which was just last week and you ended up making friends with that thing upstairs. JOJO That thing is a little girl.Adolf steps backwards, wary, a little scared.He shakes one of his mother's letters in Adolf's face.Adolf nods, he knows it's over.Jojo stares at him for a moment.Hitler nods knowingly, as if they are sharing a really deep and important moment of exquisite understanding... yet obviously hiding his disappointment. He WINKS at Jojo and saunters off. Jojo TEARS DOWN the pictures of Hitler from his wall.

Jojo leads Elsa along the hall. Her hair is washed, she wears clean clothes and holds Inga's papers. They head down the stairs. Elsa catches a glimpse into Jojo's room and sees all of her drawings on his wall. She hides a small smile and takes Jojo by the hand. He smiles, takes a breath and leads her carefully along the hall, past the various rooms of the house. Pausing now and then along the way, Jojo takes the time to savour his hand-holding session with Elsa. They reach the front door. Jojo looks down and notices something. He bends down and does up Elsa's shoelaces. It is slow-going but he succeeds. He stands.Elsa nods.He smiles wide.Jojo WINKS a PERFECT WINK at Elsa, she takes a deep breath and Jojo opens the door. Light fills the entrance to the house. They step outside...

Jojo and Elsa stand on the front steps of the house. Elsa looks at Jojo and then back out to the street. Yorki sits nearby, he waves, smiling. On the opposite corner we see a couple of British soldiers crossing the road talking casually, in ENGLISH. An AMERICAN and RUSSIAN FLAG can be seen hanging from a building in the distance. Realising what is going on, Elsa drops her bag. Jojo shuffles his feet nervously. After a while, he does a small fist pump.Long pause. The silence is cut by David Bowie's "HEROES" and we FADE OUT. SUPER: Let everything happen to you, Beauty and Terror, Just keep going, No feeling is final. RILKE: END.:

BLACK SCREEN We HEAR the voice of MALCOLM X.His followers ROAR . `` BAMBOOZLED '' WHITE LETTERS ON BLACK WE HEAR the VOICE of PIERRE DELACROIX .

You've been hoodwinked. You've been had. You've been took. You've been led astray, run amok. You've been bamboozled.

Satire. 1a. A literary work in which human vice or folly is ridiculed or attacked scornfully. B. The branch of literature that composes such work. 2. Irony, derision or caustic wit used to attack or expose folly, vice or stupidity.

You've been had. You've been took. You've been led astray. Run amok. You've been bamboozled.

Bonjour, my name is Pierre Delacroix. I'm a television writer, also a showrunner, a creative person.

I'm one of those people responsible for what you view on your idiot box.

With the onslaught of the internet, video and interactive games, nine hundred channels to choose from and whatnot, our valued audience has dramatically eroded.

Manray, Sloan says you're too talented to be dancing on the street.

I did n't find out about this very important staff meeting until.

I was n't told about this until Marie informed me as soon as I got off the elevator.

C.P. Time is Colored People's Time. The stereotypical belief that Negroes are always late. That Negroes have no sense of time - time except when it comes to music or dance.

I do n't agree. The Negro middle class does exist, and it's rich material for a dramatic series or sitcom.

I'm an oreo, a sell out? Because I do n't aspire to do HOMEBOYS FROM OUT OF SPACE, SECRET DIARY OF DESMOND PFEIFFER, A PJ's or some as you might put it, some `` nigger'' show? I'm a Tom? I'm whiter than white and you're blacker than black? Is that what you think?

What is it you want from me? Some plantation follies? Some sitcom that takes place on a watermelon patch? Some show that follows four nigger generations of junkies and crackheads? You want me to go back to the ante bellum days?

Well, this was n't a gun, it was a bazooka and it was pressed dead blank right against my dome.

How can this be? You and me at the same time, the exact same thought. It's scary.

Dunwitty wants a Coon show. And that's what I'm going to give him, it's going to be so racist, so negative, he wo n't have the balls to put it on the air. Hence I'll prove my point.

The point being that him, the networks do n't want Black people on television unless they are buffoons.

And lose out on my money? The only way I get paid is if I get fired. And that's what I intend to do.

Everything was going according to plan. I was working on the outline. Dunwitty was off my back for now.

Manray better not be bleeding to death. I need him. After we're done he can do whatever he wants to do, until then, he's ours.

I have this concept for a TV pilot. There's no guarantee it will get made but regardless, you'll still make some money.

Trust me. Of course I still have to pitch it to my boss, but we'll have an answer one way or the other.

It's right and tight. Good morning, let me introduce you to everybody. You know my assistant, Sloan.

We're all happy to be here and I'm going to paint a picture for you.

I've done a lot of soul searching and once again you are right. In my previous work it's been all surface, superficial. I have never really dug deep. Not anymore. As Mark Twain fully understood satire is the way. Race has always been a hot button in this country's history and it needs to be pushed harder. If we are ever to live side by side in peace and harmony. It's about promoting racial healing.

I know you're familiar with minstrel shows. They came about at the turn of the 19th century. It was a variety show in which the talent was in blackface - singing, dancing, telling jokes, doing skits. Dunwitty, I ask you when was the last time there was a good variety show on the air. Carol Burnett? HeeHaw?

So let's take this great form, this very American tradition of entertainment into the 21st century, into the new millennium.

It will take a lot of courage and backbone on the part of the CNS to get this on the air. In fact, I would understand fully if the subject matter is deemed too risque, too controversial.

Mantan and Sleep'n Eat. Two real coons. I know we're way out there but it's satire.

Every week we follow the trials and tribulations of two real coons - Mantan and Sleep'n Eat. The Dusky Duo.

Mantan is an uneducated Negro who always by some stroke of unbelievable stupidity makes his best laid plans go haywire.

Protest finally forced `` Amos and Andy'' off the air. Could stop us from ever getting on.

Do we have characters? How about Honeycutt, Snowflake, Rastus, Nigger, Jim, Sambo, Jungle Bunny, and how could we forget Aunt Jemima.

I want you to start using the name Mantan and not Manray if you do n't mind.

Gentlemen, the show, our show will be satirical. You know what that is, do n't you? Trust me on this one.

C'mon, Mommy, do n't start with that I'm an ungrateful son stuff.

Ca n't beat it with a hammer. Well, since you asked, it looks like I may have a new show, a pilot being shot.

To answer your question, there are a lot of Negroes in it and what is your definition of buffoons?

Please let me know when you hear from Daddy, get a number or something.

I'm happy for all of us. It's just we have a great responsibility now. The pressure is on.

Now I'm privileged?! Why? Because I did n't grow up on food stamps and welfare? Because I did n't call home a cardboard box? No, I never ever went to bed hungry and I'm proud of it, too. Whoever told you that living in poverty earns you somekind of badge of honor flat out lied to you.

It was the principle. Dunwitty had to be enlightened. I was making a point. I take pride in my work. Plus, I already told you I was n't gon na walk away from my money.

Even if money was n't an issue, Dunwitty will still go ahead without me and that could be more dangerous.

I would n't bet against it. My Negroidal ass is stuck between the proverbial rock and a hard place.

I strongly feel that a Negro should direct this. This kind of satire is a high wire act in a gale storm. One misstep and we're doing `` Amos and Andy.'' Only a Negro will have the sensitivity and cultural awareness to navigate this dangerous terrain.

I was hoping to perhaps direct some episodes myself, if not the pilot soon after.

What are his qualifications besides being a white male and directing a hot new sexy freaky Madonna video?

That's exactly my point. Has he even directed actors before in anything?

Good morning, for those of you who do n't know me, I'm Pierre Delacroix. I'm running things and this here is my assistant Sloan Hopkins.

I've never worked with any of you and you've never worked with me so we'll be starting from scratch. I'm a fair person, a straight shooter and I do n't hold my tongue. Everybody up in here should know I had nothing to do with you being hired. I would have preferred at least one other Negro writer. Any questions? Comments?

This thing was rigged, the deck was stacked, the fix was in. Could Don King be near? Good thing Sloan had my back. She's my rock. This was going to be a whole lot of work.

David, I appreciate your comments. Anybody got an ideas? Everybody just talk out loud.

The mission was accomplished. All of these people left the room thinking they would have real input. I was writing this pilot alone, myself, me.

Now came the fun part, finding the talented performers to cast in the show.

Everybody and their mother was trying to get in, trying to be seen. Trying to get their piece of the rock.

This was amazing. Who had told these Negroes that this was what we were looking for? The same old image, it damn for sure was n't me.

Good. We're really blacked - oops, backed up, so shall we begin?

Nice to meet you. If you do n't mind me asking you - how old are you?

Yes, I know. Jukka, have you ever seen a Negro person before? Even had a real conversation with a real Negro before?

Well before there was BLACK or AFRICAN AMERICAN, there were NEGROES. I'M A NEGRO.

I'm gon na slit my wrists. Cut my throat. For the love of Joseph.

I will not be held responsible for these revisions. These changes are not the way I want to go. This is an outrage. This is a sham. A violation!

I do n't give a good goddamn about Finland, Norway, Sweden or wherever ya blond ass came from.

Funnier to who and at who's expense? Dunwitty, when Negroes start to run amok, the boycotts, when the demostrations commence, I'm giving them your home address. Let's see how you like it when they picket your lawn in Greenwich, Connecticut.

We're trying to do something new here, some groundbreaking stuff.

C'mon. You were only doing what family is supposed to be doing for family. You gave your brother a shot. That's all anybody can ask for, an opportunity, a chance, a shot. He got his.

I do n't even know why you're still concerned over him. Daddy's not with you.

It's gon na be hard for me to get away with the show taking off.

C'mon, Mommy. Daddy has n't been impressed with anything I've ever done. From winning my fifth grade Spelling Bee to the present.

I figured this was a good time to get away. Just jump in my ride and go. I always did my best thinking when I was driving alone. I needed to think out clearly what I was going to do with this MANTAN - THE NEW MILLENNIUM MINSTREL SHOW.

Brother man, that's my father up there and I drove a long way to see him perform. Please take this fifty, go buy you and the young lady some drinks in the club.

Daddy, it ca n't be just because of that. There had to be other factors.

My Daddy. I'm not mad at him. Not at all. Junebug was the reason I got into this business in the first place.

And I thank him for that. However, it did me no good seeing him in that state. Daddy was a broken man. He had been a strong man, with conviction, integrity, principles and look where it had gotten him. I had to ask myself did I want to end up where he was?

It was the Day of Reckoning. After a massive advertising and publicity campaign.

the public would finally get a chance to view Mantan. I was feelin' a little bit like Dr. Frankenstein.

I was sunk, dead. My goose was cooked. The cat was in the bag and the bag was in the river.

These are black folks we're talkin' about, not some lab mice in a cage.

A small victory is n't that small when you've been use to losing.

Because race has always been a sensitive issue in this country. Gary, I have no problem with people disagreeing with the show, it's when folks start trying to mess with my inherent right as an artist, that's when I get mad. No one, in any way, shape or form should be censored.

Yes. And I say yes because who is to judge? Who is to stand before us and say this is righteous and this is not? Who? Who can play God?

Do n't you people get it? We're in the 21st Century. Slavery was over four hundred years ago. All that stuff people talked in the old days, it's over. Folks always crying, white man this, white man that. Let's all grow up.

Can I finish? Thank you. I had a great Aunt, we called her Sister. She went to her grave not believing man had walked on the Moon. When I was a little kid, I would argue with her, `` it's on TV.'' She would answer `` I do n't care what's on that idiot box. No MAN is on the MOON.'' Well, there are a lot of your Negroes just like my Aunt Sister. Face up to it. The world has changed and if you do n't adapt, change with it, you will be left behind. This show is a parody. Are you telling me that nobody can use some humor, have some laughs in their lives? Is that what you're telling me?

When American people want something, they want it now, they want it big.

Now the latest, hottest, newest sensation across the nation was.

The Mantan - The New Millennium Minstrel Show at www.nigger.com was getting 500,000 hits a day.

Tomorrow it will be all about cruelty to animals or some sex scandal. Besides, there is no such thing as bad publicity.

Those were the last pair of tap shoes worn by Bill `` Bojangles'' Robinson. In fact, he died with them on.

To my astonishment, not only did the people in TV land love us, but also the critics.

Mantan was being hailed as groundbreaking, barrier breaking, also earth shaking. I looked forward to my awards. Just vindication for all my hard work, all my talent that had been previously overlooked.

Alec Baldwin, this is the very first time we've ever met, you do n't know this, I'm your biggest fan and I want you to have my Emmy. It's for you, out of the deep bowels of my heart - I do n't deserve this. You take it.

If I did that I'd be assured to work forever. Delacroix the grateful Negro.

That routine would go over like gangbusters. I would be a dancing fool, Hollywood's new favorite Negro, move over Danny, Morgan, Samuel L., move over Whoopi.

What are you? A man or a mouse? Are you a punk? Punking out on me?

You getting scared because some people do n't like what you are doing?

You've made it from the guttermost to the uppermost. Do n't you know you should never let them see you sweat. Y' knowwhatI ` msayin'?

Dunwitty and I feel you've been getting too close to him, getting his mind all messed up.

You can talk all that mumbo jumbo if you want to but your hands are much bloody. I know where I made my big mistake. I have a general rule, never get involved romantically with somebody crazier than you.

The first and only time. A big mistake. I'm gon na have to ask you not to see Mantan anymore.

Otherwise. I trust you know the difference. You're an intelligent woman, finished at NYU.

Oh, is it? Buddy boy, in this business if people do n't produce, they get fired.

Let me ask you a question, if I may. How do you think she got the job in the first place? I do n't mean to burst your bubble, Mantan the Marvelous, but Sloan is an opportunity.

Do I have to spell it out for you? In fact, go ask Sloan yourself.

You going to attack me too. The show is a hit. Are n't you happy for me?

If and when he calls, please do n't forget to ask him if he's seen Mantan.

When I thought or imagined that my favorite Jolly Nigger Bank, an inanimate object, a piece of cold, cast iron, was moving by itself.

I knew I was getting paranoid. Did I really see what I saw or was I buggin'?

Kook and the Gang, it's Manray. Let's do the taping. You go back to your dressing room, get dressed and blacken up.

Manray, I'm very sorry about ya boy Cheeba and Sloan. Believe me, it gave me no joy pulling ya coattail about her, just lookin' out for a brother. I feel you, all this stuff happenin' at once but you ca n't let if affect your work. You got ta be professional.

The Mau - Mau's had come up with a brilliant, sadistic plan to broadcast Mantan's execution LIVE over the internet.

The Mau - Mau's sent anonymous e - mail proclamations to the websites of CNN, ABC, MSNBC and CBS. It was an invite to witness the Dance of Death, 9 PM, prime time, tomorrow night on a site to be designated at a later date.

Somehow, someway, somebody had tipped the sharks off. It was a feeding frenzy.

The X - Force was brought onto the case. When something involves the internet, these are the people IBM, XEROX, the CIA, FBI, even the US Government go to.

SWAT teams all up and down the East Coast busted in on known dissidents looking for Manray. All the tips called in, info gathered through surveillance proved for naught.

It was ten o'clock and the Dance of Death was about to commence.

Since a lot of people still did n't have computers, the networks sought a court order to carry it live, taking the feed off the internet. It was granted. A life snuff broadcast right into your living room.

I had to give it to the Mau - Mau', they definitely had a sense of irony. They chose www.nigger.com as the website to pirate.

Leave me alone. Get away from me. You spearchucker. You black sambo. You nigger pickaninny. Fat Mammie.

I'm sorry. I did n't know anyone would get hurt. I'm sorry, please give me that gun before you hurt yourself. Give me the gun.

As I bled to death, as my very precious life oozed out of me all I could think of was that I never made my father proud. My mother did n't count.

Everything I did, no matter how great or small, was always extraordinary to her. With Daddy it was a different ball game. He never saw me. Pierre Delacroix.

Now it was time to buy the farm, for me to meet my maker. Goodbye cousins, and please tune in next week for the Best of Mantan - The New Millennium Minstrel Show.

For the love of Joseph and Mary, what have I done? My God, what have I done?!

WE are in the living quarters of PIERRE DELACROIX . The windows overlook the Brooklyn Promenade and the majestic lower Manhattan skyline .We see a tall figure move in and around the space .CLOSE ON Monogrammed cuff sleeve - the initials P.D.CLOSE ON Monogrammed shirt pocket - the initials P.D.CLOSE ON Razor cuts a path through a white foam on a black face .Delacroix YELLS .CLOSE ON The handsome face of Pierre Delacroix .Delacroix turns to the CAMERA and addresses US .

The tenement building is boarded up , condemned , bombed out , but a home , a shelter nonetheless .

People to our surprise live in here . It is a commune . The homeless , people who have been left out , forgot about , written off , and do n't matter . The fringes of society . CHEEBA , a skinny Puerto Rican male , tries to wake a slumbering body under a mass of old newspapers .The mass begins to move .

Yo, let's get to it. You do n't dance, we do n't eat. Simple as that.

Good morning, ladies and gentlemen. I know everybody is in a hurry to work, ready to begin another day in this rat race. But do n't sleep us. I'm Cheeba and I introduce to you the world renown MANRAY, the man with the educated feet.

As we continue our world wind tour, we would like to give you a little somethin', somethin' before you go off to make that money. I give you Manray.

Thank you very much but please do n't go without giving us some cheddar, cheese, money. We prefer two's than fews.

I would like to add that both of us are homeless. Not that it means anything.

I said homeless. Ladies and gentlemen. Senorita, do you know what that means?

My world famous, famous world Arroz con pollo will be ready very soon.

Yo, you got ta show some patience. You want me to snap my fingers and presto chango - you're an overnight sensation. Son, there is no such thing.

Are you crazy? The joint is crawling with cops now. You wan na go to Rikers? Go to the hoosegow?

I play the straight man. I do some singing and dancing also. I also manage Mantan.

No shame in ya game. She got ya nostrils, ya chnoz is wide open. Sloan's what we certified ladies' men call low hanging fruit.

Moorish. Ya get a little taste of dat booty, ya wan na get some MORE.

do n't say a word but who is this cat Mantan you keep talkin' ` bout?

I'm so tired of you running that. I always worked hard for you. You think I'm a leech, a kling - on, I quit.

You know more than me. Why would I do something like that to my best friend? Why?

MANRAY , a young African - American dread - lock male , and Cheeba are getting set up in front of the entrance to the CONTINENTAL NETWORK SYSTEM building . CNS is one of the fledgling , upstart new networks , trying to battle with ABC , NBC , CBS , FOX , WB , and UPN . ANGLE ON Entrance . Cheeba is putting the portable floor down on the sidewalk . Manray sits on the curb , taking the sneakers off and putting on his tap shoes ; bottle caps are on the soles of the shoes instead of real taps .Manray takes a small bow . A few , not many , people have stopped to look .CLOSE ON Manray , who starts to do his thing , and when he starts doing his thing attention must be paid . ANGLE ON Crowd , as Manray gets busy , people gather to watch . ANGLE ON Delacroix , he is about to walk into the CNS building but stops to check out Manray . CLOSE ON Manray , he pounds out some intricate steps and freezes at the end of the move . ANGLE ON Crowd , who applaud as Cheeba unfolds a brown shopping bag and holds it out in front of them .People are digging into their pockets .A WOMAN is about to dump some change in the brown paper bag .Cheeba looks at her and she quickly pulls out a 5 - spot from her purse and drops it into the bag .Cheeba works his way over to Delacroix .Delacroix hands Cheeba a ten dollar bill .Delacroix moves towards the revolving doors of CNS .

I guess that will come with the rent, gas, and Con Ed bills, too.

Yo, check it. This is good and all that but one day soon I want to have much Benjamins so I can have a nice crib and pay all my bills. You hear me.

We ran out without my shoes and the floor. I got ta get my stuff. What about our savings?

We got evicted from our home. We've both been on the streets for the last week.

Mantan? I do n't even care as long as I'm dancing. Which reminds me, I need some new kicks.

Are you and him kicking it? Knocking boots. Y' knowwhatI ` mtalkin ` bout.

I'm sure that was the only thing he was impressed with. You look beautiful like that.

I think that would probably make you the happiest. When I'm hoofing, I mean really doing my thing, hitting it, nothing compares to that feeling in the world.

I'm always gon na be that. But I ai n't doing no more buck dancing.

Cousins, I want all of you to go to your windows. Go to your windows and yell, scream with all the life you can muster up inside your assaulted, bruised amd battered bodies.

I'm sick and tired of being a nigger and I'm not gon na take it anymore.

There is nothing you can do to me. I'm wearing the taps of Bill `` Bojangles'' Robinson.

Delacroix gets off the elevator , takes out his ID , slips it through the scanner and enters the reception area of CNS .

It's not gon na be a good morning for you if you do n't get into Dunwitty's staff meeting.

Delacroix walks , or better yet , slithers into the staff meeting that is already in progress . TWENTY WRITERS sit around an oval table , all are Caucasian except Delacroix , again he 's the lone person of color , the `` fly in the buttermilk . '' DUNWITTY , Senior V.P. of the Entertainment Division of CNS looks at Delacroix and waits for him to sit down before he continues .Dunwitty looks at his Rolex Chronograph - Daytona Model .Delacroix looks at his Jaeger - LeCoultre .All eyes are on Delacroix and he feels it .Dunwitty via remote turns off the lights and turns on an overhead projector .CLOSE ON Ratings charts .CLOSE ON Dunwitty .Dunwitty turns on the lights . JOAN , one of the writers , raises her hand .CLOSE ON Fish .ANGLE ON Conference room .People scurry out .

Do you know how much information can be dispensed in one minute alone?

So are you telling me everyone knew about this get - together except you?

People, you can attempt to pull a Rodman like our friend Delacroix, but I guarantee you'll be sent packing just like him.

These are the standings. Read'em and weep. As you can plainly see the Continental Network System is languishing.

Look at'em people. We are BOOTY, CA CA. We are DOO - DOO. Doo - doo on a stick, if you will.

I do not like to be the laughing stock of the broadcast industry. I have pride and people, you better start getting some too. These numbers have to go up.

What I want everyone to do is write some material that is FUNNY. The junk you've been writing is about as funny as a dead baby. It's not funny, it's not new. It's not sexy. It, it, it.

SUCKS. Thank you, Fish. This meeting is over but I want everyone to seriously think about what I said and how you can deliver.

I'm sorry about my blowup but I have to have a whipping boy every meeting.

Forget it. I believe you're my most creative person I've got on staff. You're hip. You know what's happening. I got some corny white boys and girls writing for me.

I understand Black culture. I grew up around black people all my life. If the truth be told I probably know `` niggers'' better than you, Monsieur Delacroix. Please do n't get offended by my use of the quote - unquote N word. I got a black wife and three bi - racial children, so I feel I have a right to use that word. I do n't give a damn what Spike says, Tarantino is right. Nigger is just a word. If Dirty Ole Bastard can use it every other word so can I.

The material you've been creating is too white bread. White people with black faces. The Huxtable's, Cosby, revolutionary. But that's dead. We ca n't go down that road again.

The middle class black family moves into a white suburban enclave. The middle class black family moves into a small Southern town that is run by the KKK. The middle class single black father raises his teenage daughter. The middle class single black father raises his teenage daughter. The middle class single black mother raises her teenage son. And so on and so forth. It's too clean, too antiseptic.

Delacroix, wake up, brother man. The reason why they did n't get picked up was because nobody - and I mean NOBODY - niggers and crackers alike wants to see that junk.

You got your head stuck up your ass with your Harvard education and your pretentious ways. Brother man, I'm blacker than you. I'm keepin' it real and you're frontin', trying to be white.

That's exactly what I think. I want you to create something that people want to see. Let's be honest, the majority of the people in the country are deaf, dumb and blind and I'm including 35 million African - Americans. You know and I know `` niggers'' set the trend, set the styles. This is a golden opportunity now. These idiots have to be led to the water.

You will or you'll be back at BET so quick you'll never know what hit you. I need a mid - season replacement and pronto. It will be on the fast track.

Yes! Yes! Yes! I want a show that will make headlines, that will have millions and millions of households tuned in, glued to their televisions every week. I want advertisers dying to buy on this show. I'm gon na squeeze this show out of you if it kills you.

I'm lovin' it. You know how I know? Because I'm getting a boner, my Johnson is hard, no disrespect my sister.

Do n't worry about that, that's my department. Now who do we cast? We need a star. Can Whoopi sing or dance?

Are these our two stars, sitting here in front of my nose? Which one is Mantan again?

So what. We would just give the NAACP a donation that would be the end of that. No such thing as bad publicity. So what. Earlier you said singing and dancing.

We gon na hit'em wid da BOMB DICKEY on dis' one. What's the setting?

Ya first bad move. Projects been done. That's one of the problems now, everything, movies, TV, are set in the urban jungle, da hood. That's so tired. Mantan's Millennium Minstrel Show should be set on a plantation. In Alabama. And every week these Alabama porch monkeys will make us cry, make us laugh, make us look at our own humanity. Make us feel good to be alive.

What are you talkin' ` bout? It's the move. Stay wid me now. We're movin' fast. What does everybody else think about this?

I like you. Sleep'n Eat. That's funny. Mantan, how do you feel about performing in black face?

That ` swhatI ` mtalkin'' bout. That ` swhatI ` mtalkin'' bout! He's off the hiz - hook!

I'm gon na run upstairs with this. If CNS does n't want to do this, somebody else will have da balls to pull the trigger. I want to thank each and every one of you. This is great, Delacroix. I'll get back to you later today.

To hire someone solely on their ethnicity, gender or religion is not right. It's un - American. I will hire someone who is most qualified for this particular job.

I want a hot, young white director. Maybe the kid, that pheenom who just did that hot new sexy Madonna video.

Probably nuthin', but that's why it's such a sexy way to go. Sometimes an outsider has a fresh new outlook, a different unique perspective. A black director, y' know what he's gon na do given the subject matter? With this kid, the possibilities are endless.

If Spielburg can direct `` The Color Purple'' and `` Amistad'', our whiz kid can direct the Mantan pilot.

No! Just meet the guy. That's all I'm asking. Look, I'll even let you choose your own musical director. You can have that.

Derrick Coleman, he possessed all the talent in the world, coulda, shoulda, been a great ballplayer but alas D.C. did n't want it bad enough. Delacroix, do you want it? Bad enough to kill for it? Do you want it that much.

Delacroix. This is the director I was telling you about. Jukka Laks.

I seriously doubt that will ever happen. Did n't I tell you I know your people better than you do. But if by some miracle you're correct, I'm gon na invite them inside my house and we'll have a sit down, discuss it like civil human beings.

I want you to meet my lovely wife Verna. Honey, this is Pierre Delacroix and Sloan Hopkins.

Yo, DeLa, I just got the news from the CNS brass. They saw some clips from the pilot and they're rushing it onto the air. Yo, we're a midseason replacement, ordered 12 shows. We're on in 3 weeks. Didya hear what I just said, Yo?

They did n't even view a rough cut, just some scenes we quickly cut together.

The big mistake was my not believing in your genius earlier. From the gitgo, from jump street.

I want to meet her one day, please tell her the great news. I'm OUT like Vanilla Ice.

I know all of you have seen the overnight ratings. Through the roof. But in this game you got ta be one, two, three steps ahead. I introduce you to Myrna Goldfarb. She's the best media consultant in the biz.

But you are finished. Done. Nigga's like you are a dime a dozen. I'm gon na slide Honeycutt right into ya spot. We wo n't miss a step. Get him outta here.

Hello, my name is Thomas Dunwitty. I'm the Senior V.P. of the entertainment division here at CNS. I come to you with a heavy heart.

This abduction is a cowardly, vile, sinful and dastardly act and I promise these creeps will be prosecuted to the fullest extent of the law. This is an attack on your American way of life.

We here at CNS are offering a $ 100,000 cash award to any information that leads to the safe return home of our dear friend, Mantan.

Help us and in addition you will get a guest - starring speaking role on the next Mantan - The New Millennium Minstrel Show, plus an added bonus : a lifetime of Da Bomb 125 % Malt Liquor. Let's you get ya `` freak on'', as well as a full wardrobe of Timmi Hillnigger Active Git Toe Wear. Mantan, may God bless you.

The writers , beat down , come out of the conference room and move past SLOAN HOPKINS , a highly attractive African - American `` sistuh . '' Delacroix sees Sloan and holds her arm as they walk . He talks under his breath .

Maybe something happened to them. Maybe they're lying in an alley bleed to death.

I wish I had your natural talent. God only makes that visit once in a while.

A little. I just graduated from NYU film school. Cinema studies.

No, we're not knocking boots. I got this internship while I still was at NYU, DeLa was impressed with my get up and go and hired me to be his assistant.

I'm not huggin' you in the middle of the street. You must be crazy, Julius.

I'm not callin you Big Black Africa. Mommy and Daddy named you Julius.

Hook you up? The Mau - Mau's? You must be smoking. Why in the world would I want to hook up a bunch of red, black and green flag - waving pseudo revolutionairies?

What makes you think he would write a show about the Mau - Mau's.

That ` swhatI ` msayin'. I'm not blowin' my young career, brother or no brother, for you or anybody else.

If you think I'm a house nigga then that's your prerogative. You got your ways to affect change, I have mine. And I would appreciate it very much if you took ya field nigga ass out of my house.

Hey, girl. This is my best friend, Jessica Grillo. I invited her down to celebrate with us.

Why did you even come up with that shit if you did n't want it made?

Fuck da money. Why do through all this effort? Why? Are you looking for love from Dunwitty? For respect? Dunwitty and his likes do n't give a goddamn about you. So now what are you gon na do?

You're gon na have to hold it in because we're not finished yet.

Like I said, all this for some twisted, distorted sense of principal. Dunwitty, he just tolerates your Negroidal ass, he does n't respect it.

Everything's gon na be alright. You and Mantan will be huge stars after tonight.

I want to apologize about my brother and the Mau - Mau's. I should not have imposed them on you.

We should blacken up like they did it back in the day. Keep the ritual the same.

Let them burnt to a crisp, and when burnt out, mash them to a powder.

I'm an asthmatic. Been one all my life. Ca n't go anywhere without an inhaler.

No matter what you think, you did come up with something unique. Open it.

It's all good. You got a hit show, you're gon na need a bank. Plus, I love these old black collectibles.

To me, it shows part of our history in this country, a time when we were considered inferior, sub - human.

Y' know, at the beginnin' of the century, African - American had to perform in blackface. You ever heard of Bert Williams? He was a great artist.

Bert Williams and the rest, they had to black up. They had no choice. They were considered 3/5ths of a human being. Did you know that's written in the Constitution of the United States?

I ca n't lie to him. If he asks me something, I tell him what I think.

That which has been hidden in darkness is now in the light. This bucket of blood.

Worked my black ass off, first as an intern, then worked my way up to this position.

After my internship expired, Dela was impressed and offered me a position as his assistant.

We did it one time, only once. It had nothing to do with the job, it was stupid. Everything I've got I've earned.

Watch this. This is what you contributed to. Because of you, Manray is dead. Mu brother's dead. It's all because of you.

Delacroix enters his corner office , which has huge action photos of ALI , JORDAN , GRIFFEY , TYSON , AARON and JABBAR on his walls , it is also decorated with African art throughout . ANGLE ON Office . Dunwitty looks at the floor - to - ceiling windows overlooking mid - town Manhattan .They both laugh .Dunwitty and Delacroix sit on the sofa .Delacroix does n't join him in his laughter because he does n't know how to take that comment or where Dunwitty is headed with it .Delacroix pounces on top of Dunwitty like a cat on a mouse and gives him a quick BROOKLYN BEAT DOWN .CLOSE ON Dunwitty . He 's a bloody pulp . CLOSE ON Delacroix . He straightens his tie .POW . This is a fantasy in Delacroix 's mind . We go BACK TO REALITY . Everything 's how we left it .He goes to his desk , picks up Delacroix 's scripts and starts throwing them one by one against the window .

WE SEE a street lamp , and coming out of it are some wires . WE FOLLOW the wires into a tenement building . The residents have tapped into a street light courtesy of CON EDISON for power .

Cheeba stands in front of the makeshift kitchen , which includes a hot plate , and prepares a gourmet meal of a tasty Spanish dish . The clean apartment is furnished with stuff people have thrown out that they picked up on the street .They both laugh .

He sits in front of a large flat - screen television , watching the Yankee game and eating his takeout Chinese food . On top of the monitor , he has attached a sign that reads `` FEED THE IDIOT BOX . ''

She sits in front of her television , hand on remote , flipping channels and eating takeout Chinese food .

They both are devouring the chicken with rice , as they watch bootleg HBO .

Delacroix sits at his desk , a ream of white bond paper in front of him , a box of number - two pencils and an electric pencil sharpener .CLOSE Pencil after pencil gets inserted and sharpened to a knife like point .CLOSE ON Delacroix , staring at the blank ream of paper . It is very intimidating . CLOSE ON Monitor . Bernie Williams is at the plate for the New York Yankees . CLOSE ON Sign atop monitor . Again , it reads `` FEED THE IDIOT BOX . ''

She too is blank . A screen saver bobs and weaves on her laptop .

Delacroix grabs a pencil and put it to paper . CLOSE ON Paper . He doodles .

Manray screws out the bare light bulb which is the sole source of illumination and lays down onto his mattress on the floor .

Delacroix is already in the bed , the lights are out . CLOSE ON Delacroix , who 's wide awake .

Manray and Cheeba are both sound asleep . CLOSE ON Cheeba , he has a sheet pulled over his head . CLOSE ON Manray , who 's sawing logs , snoring loudly . OFF - SCREEN , WE HEAR A RUCKUS , A BIG COMMOTION . VOICES yelling . Police sirens , cars and trucks . ANGLE ON Apartment . Cheeba and Manray run to the window and look out . THEIR POV The street is filled with police cars , vans and wagons . Helicopters hover overhead with their searchlights on the building .Cheeba and Manray jump into their cloths .

Cops in riot gear storm into the tenement . A police chief barks over a speaker system .

Please evacuate this building. All of you are illegal residents of this condemned building. Please leave immediately, by order of the Mayor of New York City, Rudolph Giuliani.

Stairwell . It 's bedlam . The hundreds of SQUATTERS who have been living here all making a bad dash trying to flee the NYPD as they `` bumrush the show . '' ANGLE ON Floor . Cheeba and Manray try to push against the crowd .The COPS are running up the staircase . People try to escape with as many of their belongings that they can hold .

It is a MADHOUSE , BEDLAM . It 's PANDEMONIUM . The Squatters are being seized as soon as they come out of the tenement . Searchlights go back and forth , as the cops make their arrests and fill the `` Paddy '' wagons . ANGLE ON Street . The Squatters are like ROACHES in a dark kitchen at night , scrambling as the lights turn on . Do you remember those old `` RAID '' commercials . `` Let 's scram , IT 'S RAID ! ''

The phone rings . CUT TO SPLIT SCREEN CU OF DELACROIX AND SLOAN Delacroix picks it up . They yell in unison .

Cheeba and Manray run down the fire escape and just elude a group of cops . ANGLE ON Fence . They lay still as the Fuzz run past them .Manray looks at his friend , he knows he is right , at least this time .

Delacroix and Sloan sip hot coffee as they stand in front of their office building .

It is pouring rain and Delacroix and Sloan huddle under an umbrella .CLOSE ON Delacroix .CLOSE ON Sloan .

Manray and Cheeba are soaking wet . They stand together in a doorway , trying to stay out of the elements . ANGLE ON Street . They run in the downpour .CLOSE ON Cheeba .CLOSE ON Manray .

It is a sunny and pleasant morning . Again , Sloan and Delacroix hold vigil .

Manray and Cheeba stand across the street from their former residence . All of the doors and windows have been boarded up and two cops stand watch . They both look defeated , dirty and hungry .

Sloan gets off the elevator and sees a skirmish . TWO SECURITY GUARDS are trying to escort Manray and Cheeba out of the building .Manray turns around and sees Sloan .The security guard stops .

Sorry, Ms. Hopkins. They both walked in off the street without an appointment.

He sits in front of his TV and watches a tape of the old `` Amos 'n' Andy '' show . Sloan leads Manray and Cheeba in .He hugs them both .Delacroix smiles at Sloan .TIME CUT

A feast of McDonald 's is taking place . Cheeba and Manray are stuffing Big Macs , Fish Deluxes and large french fries into their mouths . They were famished .

Manray holds two Capezio shopping bags of shoes as he walks next to Sloan .

Sloan walks from the subway to her block . ANGLE ON Street . A huge black Chevy Suburban follows her , all the windows are tinted jet black , you can not see it all into it . She notices the vehicle and starts to walk faster . ANGLE ON Corner . As Sloan tries to cross at the corner , the Suburban pulls up in front of her , blocking her path . ANGLE ON Suburban . A tall black man jumps out of the Chevy . This is BIG BLACK .ANGLE ON Corner .He hugs her , she becomes lost in his huge arms and laughs .

Whoa, hold up li'l sis'. I done told you ` bout that. Julius ai n't my name, you better recognize Hopkins was our slave name. My true name is.

My group we need some exposure. Was wondering if you could hook a brother up?

So now I see where you're coming from. Just because we ai n't rapping about Gucci, Timberland, Rolex, Benz, Cristal, ho's and bitches, we're pseudo.

We're revolting against the powers that be, that been enslaving the minds and hearts of all people of color. And we wo n't stop rapping till we bring about the overthrow of the government of the U.S. of A.

If you were really down you would get us together with that boss of yours. What's his name again?

C'mon, why not? The Monkees had a show. Look at all that other junk that's on TV. We got underground cult following.

So are you telling me that you would n't even introduce me to Delacroix or set up a meeting? I'm talking ` bout me, your only brother, ya own flesh and blood, hook a brother up, youknowwhatI ` msayin'.

There is a name, a term for your kind, the likes of you. Back in slavery days, you would be classified as a house nigga.

My own sister throwin' me out. I hope to seeya later when you get ya mind right. Do n't bother letting me out.

The Mau - Mau's are up in dis place. That's right, the Mau - Mau's.

We gon na drop some knowledge, wisdom and understanding. The Mau - Mau's, we be scientists. We drop science.

Microphone check. One. Two. One. Two. One. Two. Hold up. I gots to give my peeps some props. Brothers introduce yourself.

Microphone check. One. Two. One. Two. Yo, the name of this joint is BLAK IZ BLAK. Hit it.

that simpleton is holding back the race. They got rid of us and keep those two buffoons, Mantan and Sleep'N Eat, y' knowwhatI ` msayin'?

Nah, too easy, this has to be symbolic, has to be on the world stage.

Microphone check, one, two. One, two. Yo Tavis, I be lovin' yo show but Mantan you is foul. Why you perpetrating? You a sellout.

I ai n't hearing all dat noise. You getting played and you do n't even know it.

That's a full time job, especially when sellouts like you are running around, acting insane.

And another thing, you better stay away from my sister or you better.

Big Black is rummaging through his sister 's refrigerator .Big Black slams the door .

One by one , the team enters the office and sits down on the sofa .Dunwitty starts walking around his office , pumping his first .CLOSE ON Cheeba . A look of surprise is on his face . Complete , utter surprise .Sloan looks at Delacroix with concern .Delacroix looks at Sloan .Dunwitty is dying with laughter . He 's the only one .She laughs , it 's a fake one at that .Mantan starts to put on his new tap shoes .Mantan is ready .He starts to work out .Dunwitty clears his desk of everything , just knocks stuff flying onto the floor . And Mantan taking the cue , jumps up on his desk and really starts hitting it . CLOSE ON Delacroix , as he watches his creation , it 's not a happy face . CLOSE ON Mantan , he 's bringing it home . With the final move , he leaps off the desk into the middle of the office , and FREEZES . ANGLE ON The office .

As long as the hoofing is real, that I can do my thing, I can blacken up. Let me hit it, beats and rhythms, express myself.

I'm gon na give you just a taste. My tap shoes are brand new. I have n't trained'em yet.

Rhythms, rhythms, rhythms. Beats, beats, beats. No Fred Astaire here, baby. Just rawness.

Pressure? DeLa, you do n't know what the hell real pressure is. SHEEETT! This is lightstuff. Now when you scramblin' out on the street in da January winter and the hawk is talkin' to you with NO money and NO prospects of money anytime soon, now that there is some pressure.

That's the way it came out. Let me ask you one question. Have you ever been in want, in need your entire privileged life?

The point I'm trying to make is that this is a blessing. It's going to be fun doing this show and we should all look at it that way.

No mo' `` city slickers.'' Ahh, ca n't you smell the sweet aroma of the ripe watermelons and high cotton?

Cousins, I want all of you to go to your windows. Go to your windows and yell. Yell, I'm tired of the drugs, the crack babies born out of wedlock to crackhead aids infested parents. I'm tired of the inflated welfare rolls while good wholesome Americans bring less and less of their paycheck home every two weeks. I'm tired, you're tired, we're all tired of these so - called bible - thumping God fearing, whore mongling Professional athletes. Are n't you tired of these basketball - dunking, football - running, hop - hip rapping ebonic - speaking sex offenders who got ten kids from ten different Ho's? I know I am and so is Sleep'N Eat.

Go to your windows and yell out, scream with all the life you can muster up inside your assaulted, bruised and battered bodies. I'M SICK AND TIRED OF NIGGERS AND I'M NOT GON NA TAKE IT ANYMORE!

Tomorrow is her birthday and I want to get her something really nice, like a.

dat's too much money. I ca n't ` ford it. I needs me a dress that cost no mo' than.

I'll buy her a less expensive dress, so I can have some money left over to take her out to dinner.

Hope the same thing does n't happen to me. That's some big shoes to fill.

Why all of a sudden are you flippin' on me? This blackface thing was part of the deal from the git - go. Do n't even try to play it like you ai n't a part of all this. You down with Delacroix.

Sleep'N Eat, what's the matter with you? Using all dose ten dollar words?

Hold on, you allegorical hypothesis. Do n't cross words with me.

Dat's yo Uncle Ben. That reminds me, I've seen a lot of troubles lately.

Years ago I married a widow who had a grown - up daughter. My daddy visited us often, fell in love with my stepdaughter and married her. Thusly he became my son - in - law and my stepdaughter became my mother because she was my father's wife. Soon after dis my wife gave birth to a son, which of course was my father's brother in - law and my uncle, for he was the brother of my step - mother. My father's wife also became the mother of a son. He was of course my brother and also my grandchild for he was the son of my daughter. Accordingly, my wife was my grandmother because she was my mother's mother. Sleep'N Eat, I was my wife's husband and grandchild at one and the same time. And lo' and behold, as the husband of a person's grandmother is his grandfather, I Mantan, became my own grandfather.

I fell right dead in love/wid da sweetest little dove/little LuLu Snow from Tennessee/she made a slave of me/an' from her I ` se never free/I'd do anything she'd ask me to.

I'm tired of you pickaninnies messing up my choreography. It goes like this.

Good. I've got a broken back from carrying you all these years anyway.

I'm the star of Mantan, so you do that. Quit, walk away. And do n't come crawling back, either.

Yo, Tavis, check it out. This is the two - one, the 21st century and it's all about the money. Like my man Mase says, `` it's all about the Benjamins.''

Money makes the world go round. It ai n't no joke being poor. I know whatI ` mtalkin'' bout. Y' knowwhatI ` msayin'? I've lived on the street. I've been homeless. I've learned how to play the game, work the game, be in the game.

No if you go with the flow, Tavis. That's what a lot of Negroes do n't understand. Protesting is n't gon na do a damn thing. If people do n't like our satire in our number one hit show then do n't watch it. Or better yet write your own show. Do it better.

I do n't know what a retort is, but it's simple. Mantan - The New Millennium Minstrel Show is UNIVERSAL. It's not just for Negroes in Compton or 125th in Harlem. This is America. Our ancestors helped build this country, we got a right, just like everybody else. I'm not gon na box myself in. This show makes people think, and they're laughing at the same time.

Why? Because I'm successful? Because I do n't use `` Causcasoids'' as an excuse for not fulfilling my dreams?

So you say. Sloan, you wuz gon na use me up just like you used Dela? Work it to the top. I never imagined people in this biz could flip on you like `` IHOP.'' I'm damn happy DeLa fired ya ass.

Cheeba and Mantan are walking in midtown Manhattan . They both have a pep in their step , money in their pockets , and a roof over their heads .His smile is a mile wide .

Delacroix sits with Manray and Cheeba in the living room .Cheeba turns quickly towards Manray .Delacroix hits the remote button . The TV and VCR are powered . CLOSE ON Television . We see MANTAN MORELAND in some obscure movie .CLOSER ON Television . Mantan reacts to seeing a ghost .ANGLE ON Living room .

THE MAU - MAU 's in full effect , bob their heads to the funky track that blasts from the studio monitors . ANGLE ON Studio . They pass around joints that look like they 've been on steroids and 64 ounce JUGULARS of DA BOMB MALT LIQUOR - liquid crack , the preferred alcoholic beverage of GHETTO NEGROES . All the members of the MAU - MAU 's are AFRICAN AMERICAN except one . There is one Caucasian member . He goes by the name 1/16th BLACK , the engineer tech - whiz kid computer geek .Big Black takes a long , long drag on a joint , then he quickly empties a 64 oz . in one swing without missing a beat , without missing a head nod .The whole group goes crazy with the title of the song .Everyone starts high - fiving each other .

Yo, check it out. We have never conformed to none of the white man's rules and regulations and later for that ole slave owner Webster. Therefore I respectfully submit BIG BLACK that we from now on, hence forth and whatnot spell BLACK : B - L - A - K, not B - L - A - C - K.

B - L - A - K. BLAK. The darkest of all colors, the opposite of white. A member of an African people. But check it out, here's where the grey people try to get slick with their trickery. Listen to the full connotations. GLOOMY. DEPRESSING. EVIL. WICKED. ANGRY. SULLEN. BLAK OUT. BLAK LISTED. BLAK BALL. Need I say more.

Big Black, I ca n't log on the Mantan Website now, it's overloaded.

We know. We know. Yo, check it, my black brothers, we ca n't let this slide. Not this injustice. Nah, no way. Dem' two real coons iz ill.

Yo, I got da bomb plan. We gon na hook homeslice Mantan up nicely.

We have pirated broadcasting facilities. No way we can be found out. We're in cyberspace.

Do n't shoot! Do n't shoot! I've been held hostage. They made me part of them against my own free will. Do n't shoot!

Yo, Big Black, Sleep'N Eat ai n't even a nigger, y' knowwhatI ` msayin'?

A middle - aged African - American woman is working in the kitchen . Delacroix sits at the kitchen table talking with her . This is his MOM , ORCHID DOTHAN . Orchid puts a plate of food in front of her son .She sits down with him .He talks between mouthfuls .Delacroix gets up from his seat and hugs his mother .

You hear me talkin' to you. The only time you come up here when something is wrong.

I said no such thing. All I said is that something must be wrong.

That's wonderful. Is n't that what you always wanted, a show of your own?

If at first it's not what you want, just work that much harder, Peerless.

Son, Peerless is your name. Now you might be one of these Hollywood types, change your name and all that but Peerless Dothan is on your birth certificate.

I guess he's still on the road. What kind of show is this? Are they some Negroes in it without being buffoons?

Peerless, I did n't raise a buffoon. We have enough of those on television already.

I will. And good luck with your show. I hope it's a huge success. You've worked very hard. You deserve it.

Even more reason to see him. He'll be overjoyed with your success.

I'm doing okay. Been reading about your show, it's all over everywhere. I watched it's all over everywhere. I watched it once. I thought you said there would be no buffoonery.

Of course I'm happy for you. You've worked very hard for your success.

I wo n't forget. When are you coming up here to see your mother?

A celebration is going on as Delacroix , Sloan , Cheeba and Mantan sit at a table . ANGLE ON Table . Cheeba and Mantan are giddy . Sloan looks at Delacroix who is visibly not happy .Delacroix gets up from the table and leaves .Cheeba and Mantan laugh , give each other some dap . A highly attractive PUERTO RICAN female walks over to their table . This is JESSICA GRILLO .Cheeba and Mantan are in awe .They both rise .Sloan and Jessica laugh at the expense of these guys .She grabs an empty glass and pours herself some champagne .Everyone raises their glasses . CLINK !Sloan gets up from the table and takes after Delacroix . ANGLE ON Steps . Sloan catches up with Delacroix at the rest room area .She goes to the ladies ' cubicle . CLOSE ON Delacroix . He leans against the wall . ANGLE ON Bathroom door . Sloan comes out , grabs him inside .

Sloan locks the door .Someone begins to pound on the bathroom door .She returns her attention to Delacroix .The banging starts again .Sloan unlocks the door and they exit . ANGLE ON Ladies ' bathroom . Sloan and Delacroix file past the strange looks of the manager and FIVE WOMEN waiting to use the bathroom as they rush in .

Please open this bathroom door immediately. You are being very inconsiderate.

Delacroix , followed by Sloan , enters the room full of writers . CLOSE ON Delacroix He surveys the room . P.O.V. - DELACROIX All of the writers are Caucasian - male and female . Every single last one . ANGLE ON Conference room . Delacroix and Sloan sit down at the head of the long oval table .MONA raises her hand .BETH jumps in .SETH pipes in also .David raises his hand .Everyone in the room applauds . Sloan looks at Delacroix . FREEZE FRAMEUN - FREEZE FRAMECLOSE ON Delacroix , as the writers continue to ramble on , he lets them jerk off .

I perfectly understand where you're coming from. As a minority I can relate to your struggle also. But I think you should give us all a chance. We want this pilot to be successful just as much as you. Please do n't be so quick to judge us based only on our whiteness.

I think because of our background we can bring a unique perspective to Mantan.

A fresh pair of eyes. A new look, insight, new angle that has n't been seen before.

My name is David. I do think it would be better to have some African - American writers but for whatever reason they are not here. I do n't know if they could n't find any people with experience, they would n't work for the pay or refused to work for the show. I do n't know and nobody in this room probably knows either. I'm looking at this as a unique opportunity. We all should. I'm a damn good writer and I'm ready to go to work.

I've always liked the format of Rowan and Martin's `` LAUGH - IN.''

What about something like `` The Jeffersons?'' I grew up in Idaho so that's how I got my understanding of black people. Through Sherman Helmsley, LOUISSEE!

You pole are going to far back for me. I think we have to go after a hipper feel. Like the stuff Eddie Murphy used to do on `` Saturday Night Live.''

What about the black exploitation films? No one has ever tried making that work on TV.

I think, and Delacroix will agree with me, the politics of this show have to be right. We should always be laughing with our characters, not at them.

A long line reaches down the block and around the corner . It 's a `` cattle call , '' open auditions for `` Mantan . ''WE DOLLY past the hundreds and hundreds of unemployed African American actors , many of them dressed in various costumes .

Delacroix sits in the first row with Sloan , RUTH , an African American casting director . LEVI , the musical director , also black , is on the stage at the piano . AUDITION MONTAGE WE SEE singers , magicians , dancers , acrobats , comedians , rappers . Some good , most are terrible . Many come out on stage dressed like mammies , Stepin ' Fetchit , slaves , pimps , ho 's , hustlers , and basketball players . It is a cavalcade of all the stereotypical roles one has seen . ANGLE ON Space . LULU , a spoken word artist , goes her rendition of `` WAY DOWN ON THE SWANEE RIVER . ''CLOSE ON Lulu .CLOSE ON Delacroix . He interrupts Lulu .Lulu scurries off stage .The Mau - Mau 's run onto the stage , yelling and screaming . They are all fired up , in fact several fire their 9mm 's into the ceiling . ANGLE - TWO SHOT Delacroix and Sloan .CLOSE ON Ruth .ANGLE ON STAGE Big Black preens around on the stage .CLOSE ON Sloan , who 's trying to disappear . If she sits any lower she 'll be under her seat . ON DELACROIXON STAGEON DELACROIXON STAGEThe booming track starts and the Mau - Mau 's do their thing , bouncing all over the stage . The lyrics about everything that is BLAK ! ON DELACROIX A look of disbelief is on his face .ON SLOAN She 's in shock , horrified .BACKSTAGE - LATER THAT DAY Delacroix is screaming at the top of his lungs .

Dunwitty approaches Delacroix in the lobby of the rehearsal space . He is with JUKKA , a young , very young blonde kid .Dunwitty is out .

Ahhh! I never heard of that term before. I thought you were BLACK of African - American. No?

Thank you for correcting my ignorance. I'm looking forward to working side by side with you. I feel we make a good team.

Then will you teach me what I need to know. Maybe we learn from each other, if that's possible, no?

Delacroix continues to rant and rave . Sloan is unsuccessful in attempting to make him be quiet .

He 's sitting behind his desk , reading new `` pink '' revisions of the `` MANTAN '' pilot . He screams .Delacroix bolts out from his office .

Delacroix charges in as Dunwitty and Jukka go over the same `` pink '' revisions .

Much activity is going on . People are moving to and fro . WE FOLLOW Delacroix and Sloan .

Mantan sits in front of his mirror .She gives Mantan a kiss on his cheek .They all laugh .

Cousins, first, second, third and distant, let's have Mantan take us all the way back to a much more simpler time. A time wen men were men, women were women, and Neggras knew their place.

Mantan, it is possible that my hyphenated sentences are entirely too complex for all the intellect contained in that diminutive coconut?

De money I did save/to dat yeller gal I gave/for to keep till we was wed/she told me dat nobody'd get away dat cash/I'll take good care of date, she said.

HONEYCUTT , a rotund , elder black man who is one of cast members , is warming the audience up . ON AUDIENCE It 's very young and diverse . They are laughing at the comic stylings of Honeycutt .

Mantan is slowly getting dressed . He puts on an old , tattered tails -LRB- tuxedo -RRB- .

Sleep 'N Eat is also getting dressed . He wears a worn Pullman Porter uniform with red hat to match .

Dunwitty with his black wife in hand , VERNA moves toward Delacroix and Sloan .ON CONTROL BOOTH Verna and Dunwitty go to the front of the control booth . TWO SHOT Delacroix and Sloan .She laughs .

My husband has been raving about the awesome work you've done. How did you ever think of something like this? It's absolutely brilliant. Pure genius.

Mantan is in front of his dressing room mirror . ON MIRROR Mantan looks , stares at his reflection .

Sleep 'N Eat strikes a match to his corks in a dish . CLOSE ON SLEEP 'N EAT He watches the cork burn .

The audience , which has become restless , starts a rhythmic clap .

ON SLEEP 'N EAT 'S FACE He rubs cocoa butter all over his face .

CLOSE ON HANDS Audience hands are clapping faster . ON FEET They 're stomping .

ON MIRROR Mantan blacks up his face . WE HEAR THE POUNDING OF THE FEET STOMPING AND THE HANDS CLAPPING .

ON LIPS Sleep 'N Eat is puckering his lips as he too puts on the lipstick .ON MIRROR For the first time WE SEE SLEEP 'N EAT in FULL BLACK FACE .

The audience is in an uproar when the lights go down . They applaud and they quiet as the CURTAIN GOES UP on a bucolic setting . It is a combination of WATERMELON PATCH and COTTON FIELD . ON STAGE First Sleep 'N Eat then Mantan shuffles onto the stage .The audience lets out nervous laughter . They do n't know what to think .Mantan begins to do a slow , steady step .The AUDIENCE is aghast . Mantan has picked up the pace . He 's tapping fast and furious .Mantan stops dancing and collapses . ON AUDIENCE They 're stunned . They ca n't believe what they 've heard , what they 've seen . What they 've been witness to . ON YOUNG WHITE COUPLE They look at the black people in the audience . ON YOUNG HIP - HOP BLACK MALE He starts to clap slowly . ON AUDIENCE Slowly more black people begin to applaud . Slowly it sweeps up into the black people . The WHITE AUDIENCE , of course , has been waiting to see how their black brothers and sisters would react . Now feeling comfortable and safe , they too being to join the applause . ON AUDIENCE The applause changes into laughter . It is not nervous laughter we hear , but straight out RIOTOUS LAUGHTER . ON BLACK AND WHITE FACES The laughter is contagious . ON STAGE Mantan starts to move , he 's coming back from the dead . He slowly gets up from his prostate position as he HEARS : A WAYBACK ALABAMA JIG played by the house band , THE PORCH MONKEYS , led by musical director Levi . Mantan is joined on stage by the other hoofers in the show : JUNGLE BUNNY , SNOWFLAKE , SAMBO , AUNT JEMIMA , RASTUS , NIGGER JIM , plus SLEEP 'N EAT . Each take turn as it evolves into an elaborate DANCE NUMBER . The hoofers and the band are also in black face . ON AUDIENCE They are rolling down the aisles .

ON DELACROIX Delacroix looks like he has seen a ghost . CLOSER He buries his face in his hands .

Delacroix is in the same position as the scene before . Face buried in his hands . ON PHONE It rings and he picks it up .

Dunwitty drives his Mercedes Benz CL 600 Coupe .ON DUNWITTYON DELACROIXHE CLICKS OVER .

Mantan and Sloan are sitting on a park bench , nothing is being said . He sits up and starts to do a dance for her . To her . ON BENCH Mantan is doing that `` Mating '' tap dance .He puts his index finger over his mouth - `` Quiet . ''He quickly jumps up on the bench , does some intricate steps then pulls Sloan up from her sitting position . ON MANTAN AND SLOAN They kiss .

Delacroix adjusts the mirror so he can see himself . HE SPEAKS TO US through the MIRROR

Delacroix pulls up in the parking lot of a rinky - kink , funky , greasy BAR/CLUB/BAR - B - Q joint . CLOSE ON NEON SIGN `` MAMA 'S SUGAR SHAK '' - most the letters do not light up , underneath it , `` 2 - NITE - JUNEBUG . ''

It 's loud as hell as Delacroix enters this smoky , dark establishment . P.O.V. DELACROIX This must be a big night in here because the PATRONS are dressed to the nines . What 's in style down here is a lot different from what 's happening en Nueva York . Many of the men are dressed like PIMPS from 70 's BLAXPLOITATION FILM , the ladies like HOOTCHIE MAMAS from `` Luke '' video . ON SUGAR SHAK Delacroix works himself through the crowded BAR/DISCO into another small room . ON COMEDY ROOM He walks into a small space where his father JUNEBUG is on the stage . ON JUNEBUG He is a good - looking man , the only speckle of gray in his hair betrays his age . As he walks around the small stage doing his comedy stylings , he keeps a drink in one hand and sips it often . ON COMEDY ROOM Delacroix sits in the back so his father ca n't see him . ON DELACROIX He looks around . P.O.V. DELACROIX It 's dead in here . The room is nearly empty . ON TABLE A couple gets loud , arguing over something . ON JUNEBUGThe sparse AUDIENCE laughs .He continues on with his show . ON TABLE Delacroix walks over to the fighting couple .The guy looks him up and down .Delacroix nods .The guy grabs his friend by the wrist and drags her kicking and screaming out the room . CLOSE ON JUNEBUGThis gets the biggest laugh of the night .

` Cuse me. Please. Can you please show me some respect. I'm up here trying to make a living.

Do n't make me have to come over there and whoop you upside ya head.

Just messin' with ya. But please if you and your lady need to discuss something, take it outside. Thank you.

Do n't need yo money for drinks. Besides, she's drunk already. C'mon, let's go.

Do n't bring your woman out if you ca n't keep her in deep check. If my woman ever did something crazy like that I'd put my size 12 dead up in her ass.

My game is still strong. No Viagra for me, do n't need no chemicals. Just my tonic.

How did I end up at the third rate chittlin' circuit greasy hole in the wall in West Hell, Virginny? Is that what you're asking ya Daddy?

Because I had too much pride. Too much integrity. I would n't lick nobody's butt. Some material I refused to do.

That's the only reason, period. They only want one certain kind of black comic.

All I know is what happened to me. All that other mess I just file into the `` life's too short'' category.

The truth is never let them seeya sweat. You do that, that's half the battle.

In life? I ` ma keep on living, having a good drink, got me a good young woman, make a couple of dollars and make people laugh. Have n't I always tol' you all nigga's are entertainers? The question is what are you gon na do, Peerless?

Baby, you treat me so good. Peerless, you're a good son, I love you. You never gave me no trouble.

He enters into a closet , it 's a makeshift dressing room . A younger lady , much younger than Junebug - DOT - stands behind him as she massages his neck . Junebug gets up from his chair , rushes to his son and they embrace .They both sit down as drinks are poured .She kisses Junebug on the forehead before leaving .He holds up his drink and kills it in one gulp .Delacroix takes a sip of his drink .Junebug pours himself another stiff one .He downs another one . Junebug drinks like a fish .

The drinking is for the pain. It does n't kill it, just dulls it.

I was a hostess at this club, your Daddy was performing and I had never laughed so hard in my life. He asked me to come with him. I quit my job and we've been together ever since.

He did the best way he knew how, Junebug is stubborn just like you.

Delacroix and Dot are on either side of Junebug as they hold him up . ON DOOR Delacroix struggles to put the key in the door .

The door is kicked open as the trio comes in . Junebug is drunk as a skunk .They lay him down on the bed .Dot takes off his shoes . He 's out like a light . Gone .Delacroix pulls out his billfold and gives Dot five crisp new model hundred dollar bills .Delacroix kisses his sleeping father of the forehead .

CLOSEROVERHEAD REAR VIEW MIRROR Delacroix adjusts the mirror so he can see himself , and SPEAK TO US .

Honeycutt stands in front of the festive young , mixed audience .Audience applauds .ON AUDIENCEBACK ON HONEYCUTTCLOSERHoneycutt claps the cadence .ON AUDIENCECLOSER ON HONEYCUTTCLOSE ON AUDIENCE

That ` swhatI ` mtalkin ` bout! That ` swhatI ` mtalkin ` bout! I want to be the first to welcome you to the second taping of Mantan - The New Millennium Minstrel Show.

My name is Honeycutt and I want to try something different. Can you do this for me?

I'm gon na start a chant and I want y' all to follow me. Let's make our own 2 real coons know you're ready to start the show.

C'mon. It's easy. It's the same thing y' all do out at the Yankee game, no different ` cept we changing one word. Everybody go it?

You sound so good to me. Ladies and gentlemen, boys and girls, without further adieu, let's welcome youknowwhoI ` mtalkin ` about, your two favorite coons, Da Dusky Duo, our stars Mantan and Sleep'N Eat.

Calling all my cousins, you're about to take a trip down to Hang'Em High Plantation, home of your two favorite coons, Mantan and Sleep'N Eat.

Mantan - The New Millennium Minstrel Show is proudly sponsored by.

We will be right back with the start of our show, but first, a word from our proud sponsors.

Clinical testing has found that Viagra does n't work on black `` johnson's.'' That's why our scientists developed Da Bomb for you. It makes you feel like a MAN and it makes dem bitches feel like Natural Women - I mean Ho's.

Let's have a warm nigger applause for our two favorite coons, Mantan and Sleep'N Eat. TWO REAL COONS!

Thank you. My name is Honeycutt and I want to welcome you to a very special evening. It's always great coming back to the World Famous Apollo Theatre.

As everybody knows if you can make it here on this stage in front of the most discriminating audience in the world you can make it anywhere. Ladies and gentlemen, let's show some real Uptown love for Mantan The Marvelous!

You. You. Him. Her. We're all God's niggas. Even the lost souls who do n't know it are niggas cuz niggas is a beautiful thing.

We apologize for the holdup but without further delay, ladies and gentlemen, boys and girls, let's give it up for Mantan.

Their CHANT is deafening . The audience 's hyped .The audience goes crazy as the curtain goes up and the house band kicks in with the Mantan theme . ON STAGE The setting is a chicken coop , live roosters and chickens move freely about Mantan and Sleep 'N Eat . They start right into their routine at a furious pace .Mantan cocks his limp wrist . The audience ROARS .OFF - SCREEN we HEAR the VOICE of MASSA CHARLIE , he 's the overseer of this plantation .They hide behind some boxes .Massa Charlie enters the chicken coops with a SHOTGUN blazing . Sleep 'N Eat and Mantan do a jig as they try to escape the buckshot . ON AUDIENCE They 're rolling down the aisles in hysterics .

Everyone in the booth is laughing uncontrollably . Except Delacroix . Even Sloan is dying .Delacroix starts to crack a smile . He is definitely trying to hold it in .

He sits in front of the television , which is off .CLOSER Delacroix stares at the blank screen .

Sloan , Jessica , Mantan and Cheeba are gathered around the television in the small studio apartment , jabbering away .ON TV SCREEN We see the OPENING of MANTAN - THE NEW MILLENNIUM MINSTREL SHOW . It is in CLAYMATION . Mantan and Sleep 'N Eat are doing a `` jig . '' Their noses and lips are done in a grotesque characterization , BIG WIDE BEGROIDAL NOSES and JUICY RED SAUCER SOUP COOLING LIPS .ON SLOAN , JESSICA , MANTAN , AND CHEEBA Mantan is n't happy .ON SLOAN She ca n't believe her eyes .ON TV SCREEN DA BOMB PRODUCT SHOT AND LOGOCLOSER ON TV SCREEN TIMMI HILLNIGGER PRODUCT SHOT AND LOGOON HONEYCUTTCUT TO COMMERCIAL # 1

The TRACK is BOOMING . The fire hydrant is open on this sizzling day and practically butt naked `` Playaz '' and `` Hoes '' dance in the water . Each one is guzzling from 64 ounce JUGULARS of DA BOMB which are in the shape of a bomb . ON HONEYCUTT AND CROWD He 's in the spot , he 's the spokesperson .ON CROWD Nothing but butts and breasts gyrating .Honeycutt takes a big swallow from his 64 oz . Jugular . Two statuesque ladies sandwich him , grinding up on Honeycutt . He takes the jugular from his lips . As he speaks , flames come out of his mouth .CUT TO COMMERCIAL # 2

A middled - aged Caucasian male , TIMMI HILLNIGGER , is surrounded by a mob deep of hard - looking PLAYAZ .DAWG # 1 steps forward .DAWG # 2 steps forward also .Hoe # 1 laying in a white thong on top of a white Rolls - Royce .

Yo, my name be Timmi Hillnigger. I was born and raised up in Strong Island so you know I know about my peeps, my niggaz in the git - toe. I design and own TIMMI HILLNIGGER 125 % Authentic Git - Toe active wear.

If you want to keep it really real, never get out of the git - toe, stay broke and continue to add to my multibillion dollar corporation, keep buyin' all my gear. The Timmi Hillnigger collection. We keep it so real we give you the bullet holes.

All my niggaz wear Hillnigger or they do n't wear a damn thing at all. It's Git - toe Fabulous.

President Clinton is seen behind a TV set laughing his head off .

The President of the U.S. stands behind a podium and takes questions from the press .

Did you watch MANTAN - THE NEW MILLENNIUM MINSTREL SHOW last night?

Yes I did and I can honestly say I feel it promotes racial healing.

Dunwitty , Delacroix and Sloan are joined by a young Caucasian woman , MYRNA GOLDFARB .She ignores him .

First, I would like to say I love the show. It's very courageous. My parents marched in Selma, Alabama with Dr. King.

Good question, straight to the point. I like your style. Because of the content of the show we can expect some spirited reactions.

You get my point. I've mapped out some strategies to help bolster our position.

The Mantan Manifesto. Catchy ai n't it? Number One. We gainfully employ African Americans, in front of and behind the cameras. Two. Let the audience decide. Three. Who put these critics in charge? These so - called cultural police? Four. Who determines what is black? Five. Mantan is a satire. Six. If they ca n't take a joke, `` F'''em.

Monsieur Delacroix, I got my PhD in African - American studies from Yale, so I do feel I'm qualified.

Wear Kente cloth, invoke the name of Dr. Martin Luther King, use the word `` community'' often when talking about Mantan. And finally our biggest plus is you, Pierre Delacroix.

This show was created, conceived by you, a non - threatening African - American male. Voila. End of argument. It ca n't be racist because you're black.

Sloan and Delacroix are walking in the hallway . They keep getting interrupted by people who congratulate Delacroix on the success of the show .

Sloan hands Delacroix a wrapped gift .Delacroix opens his gift . It is one of those old cast iron Black Collectibles . This one is called `` THE JOLLY NIGGER BANK , '' a head of a Negro , big lips , big nose , wide eyes .He puts a quarter in the hand .She pushes the lever and the mouth opens , the quarter flies in and his eyes go to the top of his head .Delacroix reads .CLOSE ON JOLLY NIGGER BANK Delacroix puts another quarter in the hand and flips the lever . The quarter flies into his mouth as his eyes roll to the top of his head .

Delacroix is a guest on the GARY BYRD show . WLIB is the number one black talk radio station in the nation .

Our guest today is Pierre Delacroix. He is the creator of the highly controversial TV show MANTAN. Let's get right into it. You have been called by some in the community a traitor, a sellout, an Uncle Tom. Why does your show generate such feelings?

Mantan and Cheeba gaze skyward at a behemoth billboard for their show . Some people recognize them and start asking for autographs and a crowd forms . ON MANTAN AND CHEEBA They 're enjoying the adulation . ANOTHER CORNER Big Black and the Mau - Mau 's also look up at the 2 REAL COONS billboard . Their faces say they are not happy . CLOSE ON 2 REAL COONS BILLBOARD CLOSE ON AMERICAN FLAG It blows majestically in the wind .NEWSREEL FOOTAGE Kids swinging in their hula hoops .NEWSREEL FOOTAGE Kids playing with their yo - yo 's .NEWSREEL FOOTAGE A young girl petting her Pet Rock .

Mantan and Sleep 'N Eat are doing a tap dance on the GIANT DIAMONDVISION SCREEN .CLOSE ON MANTAN AND SLEEP 'N EATBLACKFACE MONTAGE We SEE AMERICANS - young , old , black and white in BLACKFACE . MANTAN and SLEEP 'N EAT are # 1 and # 2 in the best - selling Halloween masks . They fly out of the stores . We SEE Mantan and Sleep 'N Eat THE DUSKY DUO Action Dolls , backpacks , lunch boxes , T - shirts , jackets , board games , watches , and CD - Rom video games . Football players , wrestlers in black face also .

Big Black stands behind 1/16th Black who sits in front of a laptop computer .

A Mercedes - Benz salesman is showing Mantan all the newest , latest models .

Mantan and Cheeba sit at a big table with Puff Daddy , Andre Harrell , Russell Simmons and other assorted RAPPERS . Everyone is drinking that DOM P. Buxom Hotties sit in between the BIG WILLIES .

A group of protesters led by the REVEREND JESSE JACKSON and AL SHARPTON carry signs and banners objecting to Mantan . They 're calling upon the FCC to pull the show off the air and for the boycotting of the show 's two sponsors : TIMMI HILLNIGGER and DA BOMB MALT LIQUOR . ON PROTESTERS The press is watching .

Delacroix has now decorated his entire office with Black Collectibles Art . WE SEE black jockey lawn pieces , banks , mammies , signs for products , etc. . ON WINDOW Delacroix and Mantan are looking out the office window down on the protesters .He hands Mantan a wrapped gift .Mantan opens it . He pulls out an old pair of tap shoes .Mantan starts to laugh .

The Mau - Mau 's are in meeting . They all drink 64 ounce jugulars of Da Bomb , are all attired from head to toe in TIMMI HILLNIGGER Active Ghetto Wear and brandish their 9 's .

CLOSE ON HONEYCUTTON AUDIENCE The entire audience is in BLACK FACE . They applaud , yell , cheer wildly . This is becoming a religious cult . ON STAGE The curtain rises on Mantan and Sleep 'N Eat . They are in a cotton field .They both start to do the jig .

Delacroix is dying laughing .ON SLOAN She looks at Delacroix , her face tells us she 's not amused at all . ON TV SCREEN The Dusky Duo is joined on the cotton patch by Snowflake , Rastus , Sambo , Nigga Jim , Jungle Bunny , Aunt Jemima , And the Porch Monkeys Band .The Porch Monkeys kick in and Mantan sings .Sleep 'N Eat takes over .Everybody joins in for the chorus .

She's de cutest gal in all dis world I know/If you met her you would say it so/Oh, Lulu, Lulu, ev'ry day I pines for you/no other gal will do/All I've got is yours for life, my little, my little yaller Lou/A week ago dat Lou wid anudder nigger flew/took ma money too, all I had/She broke ma heart in two/when I heard dat she had flew/Do you wonder dat I feel so bad? / She told me not to cry ` case she did n't say good bye/but she'd take care of dat red/and nobody would get de cash away from her/She'd keep her word to me she said.

The Mau - Mau clan surrounds the television monitor , howling in disgust .

Delacroix is leading the meeting of the staff writers on Mantan ._ CLOSE ON DELACROIX

Delacroix sits in tux amongst many stars .A starlet hands him the envelope .Delacroix jumps out og his chair and starts sobbing . Two ushers have to help him to the stage . He is overcome with emotion . The audience is on their feet with a standing ovation . He hugs Alec Baldwin .Alec Baldwin is shocked . He grabs Delacroix in a bear hug and they both cry like babies .

The winner is. Pierre Delacroix for Mantan - The New Millennium Minstrel Show!

Delacroix sits at a table in his lucky tux .Woody opens the envelope .Delacroix jumps out of his seat and sprints . He gets down on the stage and starts to breakdance , even spinning on his head .

Pierre Delacroix for Mantan. Come on up and get your Golden Globe.

Mantan is running rigorous rehearsal of The Pikaninnies . Over and over , repetition after repetition , Snowflake , Rastus , Sambo , Nigger Jim , Jungle Bunny and Aunt Jemima try to do an intricate dance step .Mantan does the step with ease .The dancers do it once more .Cheeba walks in . Mantan checks him out .They quickly file past Cheeba without saying a word . The rehearsal space is just the two .Cheeba walks out .

Mantan and Sloan ride in back . He 's still thinking about Cheeba .

The limo drives past the World Famous Apollo Theatre in Harlem , a big crowd is in front . TIGHT ON THEATRE It READS : MANTAN THE MARVELOUS

It 's an unruly , fired up crowd that can be heard all the way back here .He kisses her , she does n't resist .After a long , deep kiss she gently pulls back .

Mantan , face already done , puts on the firetruck red lipstick .

Sloan is looking around this boisterous crowd when she sees ON THE MAU - MAU 'S In one of the side boxes . ON BIG BLACK He waves to his sister . ON SLOAN She knows her brother and his clan are up to no good as the house lights go black . ANGLE ON STAGE Honeycutt walks out on stage . The audience goes crazy .He laughs .The audience applauds .The curtain goes up and Mantan the Marvelous stands there , arms raised . He starts to do his thing . ON MAU - MAU BOX Led by Big Black , they start shouting insults at Mantan . ON STAGE Mantan is a pro , he does n't stop . In fact , this makes him dance harder and harder . ON SLOAN She leaves her seat and goes to stop her brother . ON STAGE Mantan is moving and grooving . The unrest in the audience has picked up . ON AUDIENCE They start to `` boo . '' The tide has turned . Encouraged , the Mau - Mau 's pick it up another notch . ON MANTAN He 's human after all , and he does hear the boos . Do n't let those athletes in the papers fool you . You hear the boos and nobody , nobody except Dennis Rodman likes to be booed . Mantan is getting rattled . ON MAU - MAU 'S BOX Sloan rushes into the box and they are quiet . They do n't have to say or shout a thing . The rough Apollo crowd is doing it all themselves . TWO SHOT ON SLOAN AND BIG BLACK The sister and big brother look at each other . There is no love between them .Big Black ca n't believe what he has just heard . ON STAGE Now projectiles are raining down upon Mantan . This has turned into a RUCKUS , a BROUHAHA , a DONNYBROOK . Honeycutt races onto the stage to pull off the still tap dancing Mantan as the Harlem natives BUMRUSH the stage . THE WORM HAS TURNED . ON MAU - MAU 'S BOX Mantan , led by Honeycutt , runs for his life . ON MOB They chase him . ON BACKSTAGE DOOR Mantan is hauling ass .

The door crashes open , Mantan rockets out into an open car door . ON CAR DOOR The door slams .

Delacroix is behind the wheel . This is the most shaken we 've seen Mantan to date .Mantan is distraught .

Mantan is on the BET show with host TAVIS SMILEY .ON MANTANCLICK !

Our guest tonight is the extraordinary, talented performer, Mantan. Thanks for coming in.

Before we begin, I want to thank you for coming on my show for your first television interview. You could have chosen Mike Wallace, Barbara Walters, Jane Pauley, whatnot but you're here.

Let's jump right into it. Your show has sparked a world of controversy, provoked a tone of dialogue. How do you see all of this?

I admit, that's a very hard thing to do. Quickly let's go to the phones before we pay the bills and hear from our proud sponsors, DA BOMB. 125 % PURE PLEASURE MALT LIQUOR. IT MAKES YOU WAN NA GET YA FREAK ON AND TIMMI HILLNIGGER. 125 % AUTHENTIC GIT - TOE GEAR WHEN YOU WANT TO BE GIT - TOED FABULOUS. Our first caller is Big Black from Brooklyn. Go ` head.

Ladies and gentlemen, there is no need to go there. We can all agree to disagree without making threats.

Delacroix and Sloan are taking off their clothes .They kiss , fall half undressed upon the motel bed .

Sloan pulls a 3/4 inch cassette out of her bag and hands it to him .

As usual , the clan is smoking and drinking DA BOMB , a thick marijuana haze hangs over the studio .He holds up a floppy disk .

Delacroix sits behind the desk . He 's bought even more Black Collectibles , he 's surrounded by them . ON DELACROIX He dials the phone .

ON DELACROIXDelacroix hangs up the phone . He takes out some change from his pocket and puts a quarter in the hand of his Jolly Nigger Bank . TIGHT ON JNB Delacroix flips the lever and the quarter flies into the MOUTH as the EYES roll to the top of its HEAD . Delacroix does this several times . CLOSEUPS of the BLACK COLLECTIBLES in the office . CLOSER ON JNB Delacroix is staring at the JNB when its MOUTH OPENS , a quarter flies in and its EYES roll to the top of its HEAD . ON DELACROIX He is incredulous .Delacroix slowly , carefully approaches the bank and picks it off the table .ON JNB It 's stopped moving .

Honeycutt is warming up the crazed `` Black Face '' - wearing audience . He points to a YOUNG WHITE MALE , BOBBYThe AUDIENCE CHEERS WILDLY . Honeycutt points to an old WHITE LADY , LOUISE , a senior citizen .The AUDIENCE loses it as Honeycutt hugs Louise as if she 's a grandmother .

Mantan looks up at his makeup laid out before him on the counter . TIGHT ON MANTAN He stares at himself in the dressing room mirror . Mantan ca n't stand to BLACK UP anymore .

Honeycutt stands next to a young black couple TRE and STACY .Stacy gets a standing ovation .

As Mantan walks down the hallway WE NOTICE he is not dressed in his costume and he has no BLACK FACE on .

A Worker is painting over Sleep 'N Eat 's name on the door and replacing it with HONEYCUTT

The phone rings next to Delacroix and he answers .Dunwitty looks at him .

Delacroix is met by BUNNING , the STAGE MANAGER .Delacroix walks over to Mantan who stands in a corner .Manray leads the way to the stage .

Honeycutt stands in front of the drawn curtain .A THUNDEROUS ROAR FROM THE STUDIO AUDIENCE .The CURTAIN RISES and MANRAY stands before them in his regular street clothes and NO BLACK FACE . ON AUDIENCE The THUNDEROUS ROAR is CUT OFF LIKE the LIGHTS , LIKE CON EDISON PULLS THE PLUG WHEN YOU DO N'T PAY THE BILL .

Manray speaks to the silence . _ON MANRAYON VARIOUS AUDIENCE MEMBERS Black and white . Male and female . Young and old . All in black face . ON MANRAY He collapses onto the stage and the AUDIENCE sits on their hands . Manray gets up and begins to dance . ON STAGE Dunwitty runs to Bunning .Bunning drops the curtain . Security rushes onto the stage and grabs Manray .The security guards move Manray as Dunitty glares at Delacroix . Honeycutt is all smiles , he 's being bumped to the top .

The security guards toss Manray out the stage door . Manray looks down the alley and it 's empty except for a parked SUV . He picks himself up and does a joyous dance . This is Manray 's dance of Freedom . ON STREET The Big Black Chevy Suburban creeps down the alley to a dancing Manray and comes to rest right in front of him . Manray tries to shield his eyes from the hi - beam headlights .No one comes out .The doors open and the Mau - Mau 's file out .The Mau - Mau 's are dying laughing . Manray tries to walk through them . They block him . Manray attempts to climb over the suburban . He 's quickly nabbed , give a good ole Brooklyn Beatdown , then thrown into the rear of the vehicle .

The Mau - Mau Mobile rolls up to an abandoned factory . ON CHEVY SUBURBAN The Mau - Mau 's quickly carry Manray out from the back of the vehicle into the factory .

Manray sits , feet and hands tied , in the middle of a cavernous space . A digital video camera stands on a tripod in front of him .The Mau - Mau 's laugh .ON MANRAY His face says he ca n't believe this is happening .MONTAGE Various newsrooms , computer screens , people running , shouting , yelling over phones .

Delacroix and Cheeba are being interrogated in two adjoining spaces . WE ARE seeing them through the two - way mirrors .Delacroix SCREAMS .

It 's a mob scene as the media frenzy heightens . Delacroix and Cheeba try to fight their way through the print and broadcast journalists trying to question them as they leave FBI headquarters .Delacroix and Cheeba start pushing people out of the way as they get in to their waiting car .

There is a flurry of activity - people man phones , computers all HI - TECH .ON CLOCK It reads `` T - minus 19 HOURS 22 MINUTES . ''

Delacroix and Sloan hurry to stay with BARNETT , he 's the commander of the X - Force .

It's used to mask the origin of an email, also the computer from which it's sent.

Not yet, anyway, it's legal. We will find the source where it's being broadcasted and hosted. We'll get the people that bushwhacked Mantan.

They follow Barnett into the war room .ON CLOCK It reads `` 6 HOURS 16 MINUTES . '' MONTAGE Police squads , SWAT Teams are busting into the wrong homes , apartments , projects , hi - tech computer labs looking for the Mau - Mau 's .

Delacroix holds Sloan as he leads her out . She is having difficulty breathing with her asthma .

He sits in front of his GIANT SCREEN , on the desk in front of him is the 3/4 inch cassette Sloan gave him . He picks it up and turns it on .ON MONITORON DELACROIX

The Mau - Mau 's ironically wear WHITE MASKS , they stand behind the tied - up Mantan . A device alters their voices .The Mau - Mau 's laugh .1/16th Black unties Manray . MONTAGE WE SEE DELACROIX , SLOAN , CHEEBA WITH LOURDESE , DUNWITTY , JUNEBUG AND DOT , ORCHID , THE X - FORCE WATCHING THIS SPECTACLE ON COMPUTERS OR TV SCREENS . ON COMPUTER SCREEN We see a CARTOON , Yosemite Sam is shooting at the feet of Bugs Bunny with his six - shooter in each hand . Bugs Bunny is doing a fast dance , dodging bullets . ON MONITOR The Mau - Mau 's shoot at the feet of Manray .Manray taps .

She is having an asthma attack , it was brought on by the proceedings . Sloan uses her inhaler .

Each Mau - Mau has a 9mm and is firing it at the feet of Manray . They scream `` Faster ! '' and `` Dance ! '' Manray is hoofing . He 's never tapped this fast , at this breakneck pace , ever . But it 's evident his dance is one of defiance . He 's not dancing to stay alive .

The Mau - Mau 's have noticed Manray 's strong will , his pride and they do n't like it . They shoot even more at his feet .The Mau - Mau 's start to chant , `` Blak , blak , blak . ''

She hears this and quickly picks up the phone to call the authorities .

Manray is shot in one foot . Then the other .Manray somehow manages to right himself and starts to dance again . The Mau - Mau 's ca n't believe it . ON MANRAY He dances like his life depends on it . Despite the fact his feet are a bloody mess .He shoots Manray in the chest , the Mau - Mau 's follow him and he does a spastic last jig as the 9mm bullets riddle his twitching body . ON TV SCREEN It goes black . MONTAGE Helicopters fly through the night sky . Cop cars and trucks , SWAT team vehicles are on the move . SIRENS BLARE .

Delacroix 's head is on his desk . He has been crying . On cue the Black Collectibles start to move . The Jolly Nigger Bank , Aunt Jemima 's , Mammies , etc. , they are animated for REAL . ON DELACROIX His head pops up as he sees the objects . He too is in BLACKFACE . In a rage , he starts to throw them against the wall .Delacroix has finally lost it . He looks at the shambles he 's made of his office .

The Mau - Mau 's come out of the factory high as a kite . Each has a big fat joint or a 64 oz . of DA BOMB . They 're also doing a free - style rap about their execution . ON CHEVY SUBURBAN They get in when the squak of police walkie - talkie 's clicks .What follows is a horrifying display of firepower . All the Mau - Mau 's bodies are doing the Bonnie and Clyde Sonny Corleone Dance of Death as bullets tear into them and the Suburban . Not one of them is able to get a shot off . The shooting stops . The twitching stops . All 's quiet . 1/16th Black comes out with his hands up .The cops quickly pounce on 1/16th Black .

Delacroix is on the floor when the doorknob turns . It 's Sloan and she has a gun in one hand and her inhaler in the other . She 's wheezing like mad .She points the gun at his head .Delacroix takes the cassette tape off his desk and puts it in the 3/4 inch desk .Delacroix hits the PLAY button . ON SCREEN IMAGES . HISTORY . VISUALS . Sloan has put together a tape of the worst , most racist , stereotypical images from cinema and TV over the last 100 years . With these images there 's also a laugh - track .Delacroix ca n't watch the monitor .He reaches for it . BOOM ! Sloan screams .She reluctantly hands it to him .Sloan runs out . Delacroix slumps to the floor , WIPES HER FINGERPRINTS off the revolver . ON DELACROIX He looks at the monitor , the tape still playing .ON SCREEN We see STEP 'N FETCHIT , MANTAN MORELAND and WILLIE BEST .ON DELACROIX A pool of blood has formed around his dying body .ON SCREEN We see MANTAN in BLACKFACE doing his BUCKDANCE CLOSE ON DELACROIX He looks at Mantan .Delacroix slumps over dead . ARCHIVAL FOOTAGE OF MALCOLM XTHE END . END CREDITS .

It 's New Year 's Eve at Rudy 's , a hole - in - the - wall dive . People stream into the bar to celebrate . Outside , CARL KENDALL -LRB- 30s -RRB- and his soon - to - be ex - girlfriend KATH are having a quiet intense discussion .Carl hugs her .

You do n't do anything more. You used to be fun. Now you hardly ever even leave your apartment.

That's because it's New Year's Eve. You have to be here. Besides, it's not only social stuff. You used to have dreams. You wanted to go to business school, you wanted to work for the World Bank.

Growing is `` X is not for me so I'll do Y.'' You went X is not for me and so I guess I'll sit on the couch for the rest of my life.

Well, look, this sucks, but I understand where you're coming from.

This is the problem. You do n't even care that I'm breaking up with you.

You should n't just understand. You should be mad. Or upset. Or sad. Or something.

Your girlfriend of two years breaks up with you right before New Year's Eve and all you can say is `` I get it?'' It is completely within your right to call me a bitch.

Maybe next week. There's someone you should probably meet. Carl, this is Seb.

I saw the ball drop and hugged all of you. Aliens did n't invade. Our computers are still working. What else could possibly happen?

I see that happen like every night. Good night and Happy New Year.

Dear Trusted Foreigner, Allow me to introduce myself. I am the deposed King of Nigeria and I wish to propose a confidential transaction.

Someone might come. And if I'm not here, they wo n't be greeted.

You kidding? Every day it's impossible not to throw rocks at the place.

So I do n't want to go out tonight. Maybe I have to wake up early tomorrow. You do n't know.

What? So? I'm like a sexual camel. I only need it once every couple years.

So I do n't have an oyster watch. All you and Lucy and Kath do is sit around and talk about real estate and Crate and Barrel.

Forget Crate and Barrel. Maybe I'm just getting more mature. I do n't need the lifestyle ever night.

I am not a cave dweller. Just the other day, we all went to Summerfest and snuck backstage and you bet me I would n't steal something and so I stole a drumstick from that horrible Swedish hillbilly band. That's not very cave dweller of me.

But that's not possible - I was already working at the bank by then.

I've been a teller at Southwest Bank for ten years? How the hell did that happen?

Ten years. if I had had a child, he'd be toilet - trained by now.

I was making out with chicks by fourth grade. I was a little man by fourth grade.

Whatever. I do n't need this shit right now. I'm an adult man. I can live my life as I see fit. Can you please leave?

Why do people wait an hour for breakfast? It's so hot and bright and we have n't even had coffee yet.

Of course I want to be here. I love waiting an hour for eggs. It's fun. Although I will point out that you have sunglasses which is probably making this wait a lot easier.

You all know that we were up before you! And you have to live with that knowledge through your delightful brunch!

I did n't realize you were looking to buy a place. I thought you and I would be renters to the end.

I'm just addicted to the stuff. Chinese cultures say it's good for digestion.

Uch. Brunch coffee. Why ca n't they make it black without all this frothy shit?

I do n't think. there's any reason why I should n't? On a Saturday there's nothing I like more than the inside of a bank.

While loans are n't normally in my jurisdiction, I'd be happy to help you.

No, I know, so if you think this is a bad idea for a loan that's fine but can you please tell her yourself?

That's silly. How're you supposed to start a tiny business if you ca n't get a tiny business loan?

Thanks, Marge. We do n't like to make other customers jealous so can we keep this between you and I?

I have not been this drunk in years! The room is spinning in a bad way!

That girl is hot. Or at least she seems hot. I'm kind of too drunk to tell. Right now, honestly, you seem hot.

Just tell me what you've got to say to me, I've been waiting for so long to hear the truth, It comes as no surprise at all you see, So cut the crap and tell me that we're through. Now I know your heart, I know your mind, You do n't even know you're being unkind, So much for all your highbrow Marxist ways, Just use me up and then you walk away, Boy you ca n't play me that way.

Well I guess what you say is true, I could never be the right kind of girl for you, I could never be your woman.

Well I guess what they say is true, I could never spend my life with a man like you, I could never be your woman. I could never be your woman. I could never be your woman.

You know, just living every day to it's fullest. And, like, learning to continue to experience life or whatever.

I just said I'm going to keep experiencing life. I thought you'd be happy.

1. -RRB- Until New Year's Eve, I must say yes. 2. -RRB- The yes can not distort the truth.

3. -RRB- If someone discovers you are a yes man, you do not have to say yes to them. 4. -RRB- To avoid yes, you can not avoid contact. Therefore, you must always answer your phone, the door, your postal mail, your email, etc and so on and so forth. 5. -RRB- You must choose a yesponsor to keep you on the straight and narrow.

Yesterday I got promoted and beat up and hooked up with this chick and I have a massive headache today and I still might throw up, but I do n't care because it was the best time I've had in like forever. Not to mention finding out that, despite what you might think, smoked whitefish in an omelette is delicious, even if covered in a thick layer of pepper.

You do n't understand. I got promoted. Do you know how long I've been waiting for some kind of financial step forward? I said ` yes' and it arrived.

Excuse me for wanting an appliance in my kitchen besides a hot pot.

Nice suit. If I move up anymore at the bank, I might need a few.

Dear deposed King of Nigeria. I would love to help you anyway I can with your confidential transaction. Please let me know what I can do. Yours, Carl Kendall.

Norman, would you say I prefer Iranian, Pakistani, Bangladeshi or no preference?

I might have some stuff to pawn. / I will definitely check out your gun selection. / I would like to learn Korean.

I was walking past Pizza Hut the other day, and for a second I was sure the sign said `` Pizza Hat.'' And then I thought, would n't it be funny if there was a shop that sold hats shaped like pizzas?

You know. Because it sounds like `` Pizza Hut'' only it's a hat shop.

Dear Omar, While I appreciate the gravity of your situation, perhaps a goodwill branch is in order. Could you perhaps loan me a million and take it out of my final cut? Then I will happily send you my bank details. Sincerely, Carl.

Farinoush Azzam. Great girl, but I do n't think we're right for each other.

Do you even know what a calendar shower is? Maybe a calendar shower is awesome.

I'm sorry, but it's absurd that if you need a small amount of money you have to go to a loan shark. Only rich people can pay back loans over ten grand. A bank's job is not to just help the rich. It's to help anyone with a dream achieve it.

So, thanks for the books and the jasmine tea and the vegan curry, but I have to go -

I just adopted her. If you're interested, they're giving them away in front of Petco.

I have no choice. I'm a yes man. I must say yes. If Seb asks me to join them on their date, I must. If some dude asks me for a loan I have to give it to them even if it's clearly never going to be paid back. If a guy asks me into his bedroom, I must hook up with him.

It's like hooking up with a strong woman. I honestly do n't see what the big deal is.

I am guided by yes. Yes has become my superpower. And let me tell, yes is turning out to be a pretty sweet deal. Now if you'll excuse me I'm late for Korean class.

That's no reason to write off an entire, vibrant culture. See you later, buddy.

Wow. That's really big. How do you have time for all this stuff?

It's lame, but you know, it's pretty funny. My boss Norman always throws theme parties.

I just gave the answer I've automatically given for years. I'm actually enjoying the bank for the first time maybe ever. I started this pilot program that gives out microloans.

Like say you need three hundred bucks to pay for paint so you can start a house painting business. Rather than paying a loan shark who charges you 300 %, now you can come to Southwest Bank. Whatever. It's kind of dorky.

I'm not supposed to tell anyone this except for my Yesponsor, but you can change your life. I've changed mine. If I tell you how, will you promise not to tell anyone?

I just love pets. This is Veronica, King George, Owen, Carl jr., Carl the III, Carl IV, Bubbles, Greedo, Cat 1, Cat 2 and Cat 3. At the end there, I got kind of bored of naming them.

I have a congenital heart thing it helps. And it's cheaper than the stuff that's made here.

I've started a microloan project. I figure that if someone needs less than ten grand why should they go to a loan shark when they can come to a legitimate banking institution?

You know Peter. He's a man's man. He cares, he just does n't know how to show it.

Maybe if you're just honest with him about how you're feeling it'll be OK.

The UFO conference is tonight? No, that's fine, I'll definitely be there.

I just think if we're going to be rolling out a no interest financing campaign we should commit hard.

Your wife found me a really great place. Built in Bose surround sound, a 100 inch LCD flat screen TV, roof deck with jacuzzi.

I'd like to split it between an Advanta Blue Business, Mastercard, a Diners Club and my South Dakota Bank Visa Check card.

Because the waiter asked me if I wanted the expensive wine and you were n't there to stop me!

No I ca n't. If I did n't say yes to the band flier, I never would have met Renee. If I had n't said yes to taking charge of bank day care and then yes to becoming a loan specialist and then yes to the president's golf trip, I would n't be moving up. Each yes leads to the next one. If I stop, it could all fall apart.

I do n't know why I should be taking advice from a guy who's wife is pissed he's not involved at all with the wedding planning.

You told her you do n't care whether the invite's cream or ivory.

Of course she is. I think you'll both be a lot less terrified if you're terrified together.

Just keeping them on their toes. Reverse psychology. Tiger Woods does it.

I had no idea that the earliest switchboard operator headsets weighed ten and a half pounds. That is fascinating.

Yes. I'm sorry. Just let the girl go. She does n't know anything.

Some old lady gave me a package in the Lincoln airport to deliver to her son, Sheldon Winkleton. That was really stupid of me and I realize that now. I do n't know anything about anything.

Yes, I have. But I was in high school. I was a mess. She had cheated on me -

Look, when the nice lady asked me to take them on the plane, I thought they were chocolates.

You got to do what you got to do to help Mr. And Mrs. Shareholder.

That's right, we're dropping the minimum loan to one dollar, bank - wide.

I think I made a mistake letting Renee go like that. What if I'm supposed to go on that trip?

I have a really important question. I have to choose between traveling around the world with a girl I'm really into or choosing a job that will make me pretty well off. I do n't know which yes to take.

I do n't want to go to a seminar. I just need help with this question.

I've put my life into the hands of a con artist! And because of you I have this retarded yes branded on my hand for life!

This man is a con artist! Do n't listen to this man! He is a con artist!

You've slept on my couch for four weeks. You're a grown man. Now sack up and get the hell out of here.

Omar, Let's cut the crap. You are not a king. You're probably just a teenage con artist jerking off somewhere in Russia. Write me again and I will find you and beat your stupid lying face in. Dick. Sincerely, Carl Kendall.

Sorry, but I'm too busy these days. Do n't have time to help with the party anymore. Good luck.

I'm not the one marrying you. Maybe you should ask him for some help.

Have you guys thought that teenagers do n't have the financial knowhow to use a credit card?

Could you please call everyone on this list and tell them to show up at Rudy's Bar & Grille this evening at 9PM?

I just want to say, it was really great having you as my first secretary.

Announcing the pending marriage of Peter Carlton and Lucy Giuliano!

I did n't have much time to throw this together. I got a stallion, did n't I?

I just flew twenty - two hours. What do you think? Now can I please kiss you?

Rudy 's is a dive bar . Dartboard , pool table , scuffed wooden floors , Miller Lite sign , etc. . The patrons are all FACING THE GIANT TELEVISION . The New Year 's Ball is DROPPING . Among the patrons is our hero Carl , his best friend PETER , Peter 's girlfriend LUCY , their party friend ROONEY and his ex - girlfriend , Kath who 's still a little red - eyed .Everyone BLOWS NOISEMAKERS and POPS CHAMPAGNE .Carl leaves . His friends look concerned .

Should auld acquaintance be forgot and never brought to mind? Should auld acquaintance be forgot and days of auld lang syne?

Oh, c'mon, Carl. No one's seen you for like forever. Please swing by?

Carl, it's Peter. I know you do n't do things anymore, but it'd mean a lot if you'd come by Rudy's tonight. Lucy and I are celebrating our engagement.

You're watching Hell's Kitchen. That's not even B - list reality TV.

It's bigger than that. You and Kath broke up over a year ago and you still are n't dating anyone.

I do n't mean to be harsh but everyone's moving forward. It's like you're still wearing a Timex while the rest of us each have entry level Rolexes.

Thanks for noticing. It's an Oyster Perpetual Yachtmaster. Sapphire crystal, self - winding. Four Gs. But that's not the point I'm trying to make.

What's wrong with Crate and Barrel? They have adorable stuff at reasonable prices.

Lifestyle? You have to have a life to have a style of life. You never leave your apartment. You never meet anyone new.

You had started there three years earlier. Why you've worked at that place for so long is beyond me. You had so much potential. You should n't be a teller. You should be the guy who tells the guy who tells the teller what to do.

Carl, it's Peter. I just wanted to apologize about barging in yesterday. You were right. It's your life to live.

Me, Lucy and Kath are all going out for brunch. You have any interest in joining?

Oakleys, polarized lenses, indestructible. Two fifty but worth every penny.

She's a fancy lawyer making bank. It's about time she was buying.

I do n't think I've ever seen a waiter tap one of those pepper mills.

Hey, asshole, we're not talking until you sign that goddamn contract.

Nice job with Renee. She's definitely odd, but that's not necessarily -

You've gone from a passive guy who always said no to a passive guy who always says yes. Just saying yes is not a legitimate life philosophy.

But what if I really ca n't tell the difference between ivory and cream? Does that make me a bad husband?

You own an apartment because of that job. People do n't generally leave good jobs.

Hey, honey. I think we should go with the tulips. I know roses are more romantic, but they're also much more clichéd. Babe, can you wait a second?

I'm going to be on for a while. Ask your guru. He's the one who sent you on this retarded quest in the first place.

Hey, Carl. Peter here. Long time no see. Sorry to hear you wo n't be planning our engagement party. Although I guess that makes you less gay than I thought you were. We'll be watching the game at Rudy's tonight, if you're interested.

It's a two bedroom duplex with harbor views. It'd be perfect for you Kath.

Well, it's been fun watching you guys recreate freshman year, but Peter and I have some furniture errands to run.

My girlfriends are being such bitches. It's been two weeks and no one's offered to throw me a wedding shower.

So, I know it's just a wedding shower, so who cares really? And it's like so lame? But I've made an appointment at a stationery store. Are you going to totally kill me?

You're really good at this. You mind helping me with the wedding invitations?

I'm sorry, it's just you've been so great at all this while my husband - to - be has been completely absent. Do you have time to grab a cup of tea?

You know how to show it. A wedding is a huge deal. I'm so scared.

You've been so good to me. I've really come to depend on you. I want to pay you back.

Peter tells me you might have some disposable income these days.

If you want to look at some open houses, I'm happy to waive my fee.

So this is at the very top end of what you could probably afford. Are you interested?

Carl Kendall? Out in the world? Are you some kind of ghost? Am I having a religious vision?

Well let's get you a beer. You want a 20 ouncer? I'm just joking -

I ca n't believe you're out here. I'm giddy. I feel like a child whose best friend has strict Chinese parents who never let him come out and play but now his Chinese parents are away for the Chinese New Year. You have any interest in pounding this shit?

Well fortunately you're not the only game in town! Let's go to some place with class.

What's up Carl? It's Rooney! What do you say we grab a couple brewskis?

I do n't. I was wondering if you were around tonight to help me move?

We have to protest the merger. Get some grassroots action going. Grass looks weak, but it grows everywhere.

Yeah! Protest with your employees! It will only make you more popular!

I may not seem like I get it, but I get everything. Lucy and Kath? Made out one time in the bathroom at Rudy's.

Carl goes into his apartment . He lies down in his bed and closes his eyes . CLOSE ON THE ALARM . His alarm goes off . Carl HITS IT off . It 's now DAYTIME .

Carl walks down the street , fast . He passes a CUTE GIRL who 's name we 'll learn is RENEE passing out flyers for a band called `` The Flying Buttresses . ''He walks into Dunkin Donuts .

I knew after a year and a half of wearing you down, you'd give in. I'm Renee by the way.

Carl. Cool. I like to thank everyone personally who comes to our performances. It gives it a nice intimate touch. See you soon Carl.

Destroys the Earth. Also, they cost me ten cents a copy. Besides, are you even going to come?

Hello Jake, Penelope, Carl and Rodrigo. We are the Flying Buttresses!

Everyday, the unicorns they play/Among lingonberry fields/They silently bay/The king has no crown/Just a vest of grass/The queen loves the Jester/The Jester has the last laugh.

You are my minotaur/With your cloven hooves! / Half man, half horse/You are all boy to me

A witches cauldron/burns hot as hell/As her crooked hand/Brews a love spell.

Like check this out. I think this tone might be more appropriate for my water nymph song?

I lead a jogging, photo group for people who want to both exercise and practice photography.

Amateur, but yeah. I show every Friday. If you want to do some artistic calisthenics join us tomorrow.

Mammals are meant to be up at dawn. It's how we're built biologically. Where's your camera?

That's probably my best photo ever. My collages are n't bad. But personally, I think I excel at pottery.

How do you have time to come to every one of my rocks shows even the one in Fairfield county that was seventy - five miles from here? I almost skipped that one.

At first I thought you were a weird stalker and I was scared. But now I think you're just a really shy dude with a crush. And while it's been suspenseful to see when/if you'd ask me out -

Where I can sell my photos and pottery? Of course not. They're terrible.

I'm not asking for sympathy. My voice is way too high - pitched, my pottery looks like poo, and my photos are blurry and subjectless. But who gives a shit? Not everything needs a goal. The world is a playground. You know that as a kid but then somewhere along the way everyone forgets.

Besides, I ca n't open a store. My big master plan is to take a trip around the world.

I do n't know anyone who's totally boring. Crack a person's shell - there's always something creepy underneath.

You better not be a criminal. Because one time I dated this guy who jacked cars for a living and I did not enjoy living on the edge as much as I thought I would.

A hundred boxes of Mexican prescription drugs borders on something vaguely criminal.

That's fine. It's only the very first time I've met your friends.

You think? We went to three different Prada stores to find the right fit.

I paint. I'm in a band. I do volunteer work at a shelter. I teach ESL. I do balloon animal art. You know, a little of this, a little of that.

I hate owning things. Because when you own something, you suddenly are invested in that thing not breaking. And I break everything. I've gone through three TVS in three years.

I smashed one with a hammer, dropped one off my roof and the third one just went on the fritz. So I set it on fire.

No. It's ten on a Friday night. And that guy's crazy. Do n't you want to go home and make out?

Oooh, we should do some sexy pottery. Like you can rub the clay all over me.

I was kidding. Not as sexy as it seems. It gets in like everywhere.

You've just been so busy - it'd be fun to have a night just the two of us. I wish we could just go to the airport and hop on the first flight outta here.

I mean, I know we have n't really been seeing each other for that long, but I do n't know.

Before our flight, what do you say we grab a couple Nebraskan steaks?

I got US Weekly, Star and, for a little culture, the National Enquirer.

You expect me to believe a nice lady asked you to bring chocolates on a plane?

If you ca n't be honest with me, then you and the nice lady can have a fun life in Candyland.

I thought we had so much in common but if you just yes to everything I do n't know that we do. How do I know if you even like Korean food?

Do you even want to travel around the world at all or do you want to work at that bank and buy a lot of Prada suits?

Carl sits at his cubicle , flips on his email .NORMAN , his needy boss , comes up to him .Carl looks at his calendar . It 's totally empty .

So, Carl, I'm having a party this Friday. It's a funny hat party. May I entreat you to come?

Hey, Carl. We're a little short on our Saturday staff. I know this is going against ten years of precedent, but you have any interest in coming in today?

Morning, Carl. Thanks for coming in and being part of the Saturday banking experience. Oooh, Munchkins. Are those for the office, you dirty devil?

Kidding! Munchkins are always approved. Although, I ca n't reimburse you.

Inta - maresting. My grandma loves beanie babies. Although unfortunately, we have a minimum loan floor of ten thousand dollars. She only wants five.

I do n't break them. I just wanted to rhyme. If she wants us to loan her ten thousand or more, great. Otherwise, I think her only option is a loan shark.

Earlier today, you showed some initiative. And I loved it. What do you say to a permanent spot at the loan desk?

We need a loan specialist a lot more than we need a teller and greeter. Besides, you'd have a starting salary of 52.

Of course grand. To celebrate, next Saturday, I'm throwing a party. Dress up as your favorite character from Heroes.

You thought I would n't notice the paperwork? I'm not the regional manager because I ignore the details.

I know. These microloans are pretty interesting. So I'll you spearhead a little pilot program at the bank.

If corporate finds out, you're the one who's getting fired. So keep it quiet.

You did n't tell her? This is a dress - up as your favorite character from Heroes. Do you watch?

I do n't know what to do with that information. There are drinks, chips, dips, various and sundry noshes. I entreat you to make friends. Let's get this party started!

The bank's all I've got. Every morning I restock the hard candy, polish the safe, write today's interest rates on the board.

Carl stands in the middle of the floor staring into the middle distance . A CUSTOMER approaches him .Beat .The Bank Customer sits down in the sectioned off waiting area as Carl stands in the middle of the floor . It is very awkward . No one comes in . Carl slowly moves so a column blocks the customer 's view of him . Now that Carl 's behind the column , he has a clear view of the entrance of the bank . Through the floor to ceiling windows , he sees the handsome NEW PRESIDENT OF SOUTHWEST BANK , CHRIS PARKER , tear up in a Mercedes . He steps out of the Mercedes with a hot girl on his arm . He and the girl walk into the bank . Carl stares at them , jealously .Chris turns to Carl .Chris Parker and his HOT SECRETARY leaves . Carl watches them , clearly jealous .The Bank Customer comes around .Carl indicates Norman . Norman goes to help the customer .

Hey, I need to speak to a loan specialist and there's no one on the floor.

Hey, there. I'm Chris Parker. The new president of Southwest Bank. Just wanted to come by and personally introduce myself to every branch manager.

I was `` just a teller.'' And now I'm `` just president of the largest bank in the Southwest.''

I want to refi my house and spend the capital on my personal business. I see you've got a 5.25 7 year ARM, but over at Chase they're offering 5.00 7 year ARM. Can you refi lower, like at 4.85 par example, or am I going to have to bring my beeswax elsewhere?

I ca n't afford the payments on ten. You ca n't do five thousand? This is the fifth bank I've been to. Please?

Thank you so much! I promise I wo n't let you down, Mr. Kendall. On me.

Pet - a - Puppy day. Free cookie day. Free half hour on the bank's punching bag day. You've upped walk - in traffic by 35 %. Not only that - you've also taken charge of corporate day care. I like a team player.

But then I got suspicious. What drives a man in his mid to late thirties who's still at the absolute lowest level of our corporate family? Generous helpfulness? Or raging revenge?

You've given out over 682 below minimum loans. One of them was literally for fifteen dollars and eighty seven cents.

Because the paperwork makes any profit moot. Unless you're raiding our coffers.

But then I looked closer at the numbers. 85 % of the loan recipients have been paying them off according to the bank's schedule. Not just that, but 72 % of that group have returned as regular full loan customers. This is both a moneymaker and good for the community. That like never happens!

You're the kind of person we want in corporate. We're taking some clients on a golfing trip. You golf?

Of course you are. I better watch my back around you, Carl Kendall. Soon you'll be taking my job. See you on the links.

This is Carl Kendall. This is Jin Kim, Joo - Chan Park, Soo Lee and Seung Kim. Seung's the CEO of Korean Bank International.

You're a funny one, Carl Kendall. Remember, they have to win. In Asian cultures, there's a concept called Saving Face. You have to let them win. But if they smell for a second that you have n't tried your hardest, they'll commit hari kari.

Who knows? It's a delicate balance, Kendall. Like two little girls on a see saw with a crocodile beneath them. Make the wrong move, and the little girl will end up in the croc's maw.

I spent a couple years in prison myself. So I backdated some stock options. Excuse me for trying to help our bottom line, right?

Honestly, I prefer for all my top guys to have been in the Big House. We've all eaten the slop. There's a trust there you ca n't break.

So, what do you say to being a VP and expanding your microloan program bankwide?

Could you look through these numbers and let me know which of our five branches have been lagging behind in profit?

Carl, I'm glad you could join us. So, to keep you all updated, we should be merging with Korean Bank International within the year.

As per our argument with KBI, we'll be shoring up our bottom line. Carl Kendall's done us the honor of drawing up a preliminary list of the branches that are on the chopping block. Nice work, Carl.

I know that Maple's where you got your start, but if I do n't lay those people off then I get laid off. It's a vicious cycle.

If we do n't close these branches than KBI will buy our competitor instead of us and put us all out of business. If you want to be an executive and get to do fun stuff like your microloan project, then you also have to be the bad guy who lays people off. That's why we get paid the big bucks. To make the hard decisions.

What is the best way for us to enter the teenage credit card market?

That's why they're such a ripe market. Any ideas on how to pick that low hanging fruit?

Now remember, tomorrow's our official merger ceremony with KBI. So wear your nice suits. I'm talking to you, Feldman.

And I need to talk to you. You mind doing a little ceremonial translating?

KBI is the at the forefront of the financial world. With your help, Southwest will be as well.

We look forward to working together and extending our reach across the globe.

So with this hand shake, I make official the acquisition of Southwest by Korean Bank International.

Carl stares up at the clock . The clock finally CLICKS TO 5:00 PM .

Carl lays down and closes his eyes . The alarm GOES OFF again . PULL BACK to reveal it 's morning .

Carl lies down . The alarm FLIPS ON . - IN DUNKIN DONUTS- ON THE STREET . Carl refuses the pamphlet . - IN SOUTHWEST BANK- CLOSE ON THE CLOCK . IT FLIPS TO 5:00 . - AT HOME Carl eats frozen lasagna while watching The Amazing Race . - CARL IN DUNKIN DONUTS . - CARL AT SOUTHWEST BANK TALKING TO NORMAN .THE CLOCK FLIPPING TO 5:00 . - CARL AT HOME EATING FROZEN MEATLOAF AND WATCHING Project Runway . - CARL 'S HEAD HITTING HIS BED . - CARL WAKING UP . - CARL SHAKING HIS HEAD ` NO . ' - THE CLOCK FLIPPING TO 5:00 . - CARL 'S HEAD HITTING THE BED . - THE ALARM GOING OFF . It 's now just a blur of images of Carl at Southwest Bank , shaking his head ` no ' , eating Lean Cuisine and watching reality television .

Carl 's lying on his bed . The phone is ringing . He gets up and answers .Carl looks at the alarm . It 's 11:15 PM .TITLES UP : THE YES MANCarl lies down and hangs up the phone . CUT TO LATER Carl watches his alarm clock FLIP TO 12:00 AM . He closes his eyes and goes to sleep .

Carl 's eating lunch at a picnic table outside . Several bank employees smoke cigarettes near him . An oddly hyper guy named ALEX approaches Carl .Alex hugs Carl .Alex hands Carl a pamphlet for a `` Just Say Yes '' seminar .Alex starts WHIPPING rocks at the bank .Norman comes out .Alex continues throwing rocks at the bank .A couple portly security guards come out and wrestle Alex to the ground . He manages to escape and run from the bank .

Too much! How've you been? I ca n't believe you're still working here.

Where've I been? You mean, where have n't I been? This year. Dude. I have lived. I climbed Mt. Kilmanjaro. I ate bat in Laos. I shot a cow with a bazooka. I'm not proud of that last one but I did it. How's the bank?

See? That's the problem. That's everyone's problem. You've got one life. Why waste it on the same old same old?

I know this will sound queer, but you have to hit this seminar. It changed my life. It will change yours. Unless you like the bank.

Carl walks into his apartment . He hits PLAY on his answering machine .

Carl 's watching Hell 's Kitchen and eating a frozen pizza . There 's a knock on the door . The `` Just Say Yes '' pamphlet balled up on his desk . He 's using it as a napkin . Carl PAUSES the television show . He stands up and opens the door . Peter STUMBLES IN .Carl pushes Peter out the door . Carl sits down on the couch . He then unballs the `` Just Say Yes '' pamphlet . It features an Indian man smiling beatifically .

A banner across a stage that has a photo of the same Indian man smiling beatifically . We PAN DOWN to find Carl among the crowd . Carl sits down next to a WIRY , CRUNCHY WOMAN .Carl heads over to the refreshment table . Once he 's out of her sight , he sits down alone in a corner of the conference room . Ethereal music begins to play over the loudspeakers . People begin to sit . Carl sits down in the back .Carl laughs . No one else does . The lights get rosier .Carl looks around . Everyone is nodding along with it .The music ABRUPTLY SWITCHES to the opening beats of `` Jump '' by the Pointer Sisters . The rosy colored lights FLIP TO BRIGHT WHITE and SWEEP ACROSS THE CONVENTION CENTER ROOM . It is suddenly like a rock concert . SANJI -LRB- 50s -RRB- BUSTS THROUGH THE GIANT BANNER . The whole crowd starts CHEERING .Instead of `` Jump '' , Sanji 's yelling `` Yes ! ''Sanji pumps his fist in the air as lame indoor fireworks GO OFF . The crowd JUMPS ON THEIR FEET .The crowd quiets .The woman POINTS AT Carl . The spotlight SWINGS OVER to Carl . He is annoyed .Sanji runs off the stage and joins Carl in the back of the conference hall . The spotlights follow him .The crowd laughs .Carl nods , surprised at Sanji 's incisiveness .Sanji 's suddenly getting to Carl . As Sanji talks to him , the moment between them becomes more and more intimate . It should feel like the rest of the crowd has disappeared .Sanji snaps .Sanji grabs Carl hand and PULLS HIM to his feet . We PULL BACK and the crowd CHEERS .Fireworks and confetti go off . The Wiry , Anxious Woman Gives Carl a creepy thumbs up .

Only like fifty - eight times. Sanji's a genius. Like seriously. he will blow your mind all over the goddamn room. He's like a mind grenade.

You kidding? That processed shit will kill you faster than a pleasure cruise to Chernobyl.

Or are we? Change does n't start on the surface. It's generated from consciousness. But where is consciousness generated from?

From the external. And the external is manipulated through our choices. And our choices start with one word.

Say yes! For your life! Yes! Change starts now! Yes! Yes! Yes! Say it with me! SAY YES!

Now is the time when we must greet our new members. Who here is new? Please, do not be shy.

That's what I thought, Carl. And you think this is all bullshit, Carl, is n't that right, Carl?

You once had a dream? You wanted to own a boat? A house? A fancy car? You wanted to a doctor, a lawyer. a business man?

You wanted to be more than you are. And yet you have suddenly woken up to find life is passing you by. Am I right, Carl?

I want you to do something for me, Carl. Tomorrow, I want you only to say yes. Can you do that for me? For one day, Carl?

Please, Carl. Do it for me and you will be doing it for yourself. If you do n't have the best day in ten years then I am the uncle of a monkey. Will you do it for me Carl? Just for a day?

You're like a cigarette addict, Carl. Except you're addicted to boredom. On the way in here, Carl, I offered you a coffee and you refused. Perhaps that would have been the most delicious cup of coffee you would have ever had. Who's to say? Not you, Carl, because you said no! Anyone can quit smoking for a day. But for a lifetime? No.

You can not say `` Yes, the world is flat'' because that is an untruth.

If someone asks you `` do you want to go to the art museum'' and you do not want to, you may not use this lack of desire as an excuse to not go. And finally, a warning.

If you say ` no', even once, even for a cup of coffee, be prepared to lose every single little thing you've gained.

Of course! Would you like to purchase my new book, `` The Power of Yes : Life is Yessy''?

This is what I recommend. Every winter, I throw a two week long seminar in Aspen. It's only ten grand a week and it will open your mind up -

For you, eight grand a week. I have helped celebrities like Cher and Jack Welch. You will love it -

I am not a con artist. Have I not set you on the life path you desire?

Carl 's asleep . The phone starts ringing . Carl sleepily grabs the phone .FLASH OF SANJI LOOMING LARGE IN CARL 'S EYES .BACK TO CARL AND PETER . We CLOSE IN ON CARL 'S MOUTH .

Stackers is a cutesie brunch place . Carl walks up to Peter , Lucy and Kath .

Carl , Peter , Lucy and Kath are still waiting with a big crowd of people to sit down for brunch .The Waitress comes up .A group of four people get up to be seated .Carl walks up to the Waitress .Meanwhile , the customers the Waitress was going to seat are looking away , trying not to get involved .Peter pulls Carl away from the Waitress .One of the customers who was being seated heads over .Carl and the Brunch Dude punch fists and hug .

We talked about what you said. you're right. You guys were here before us. Sorry we did n't pipe up sooner. We cool, brother?

I just want to tell you about my specials. We have a double fruit burnt sugar waffle. Any of you interested in that?

Alrighty. Then, on the savory side, we have a smoked whitefish omelet with hash browns on the side. Any takers?

Carl and his friends are sitting at a table . Carl 's slightly bored as his friends discuss real estate .The Brunch Dude is seated near Carl . He gives him a thumbs up . Carl gives a thumbs up right back .The Waitress comes over .Beat .Beat .The Waitress writes that down .Carl 's friends look at him like a freak .His friends are all looking at Carl .

Carl has six dishes in front of him . The Waitress comes over with a pepper mill .The Waitress starts grinding pepper onto Carl 's meal . It 's starting to take a long time . She 's grinding and grinding and grinding .She keeps grinding . A pile of pepper 's growing on his food .

All of Carl 's food is covered piles of pepper .Carl takes a bite of Lucy 's . He then sips his coffee .Carl 's phone rings . He answers it .

Carl walks into Dunkin Donuts .Beat .The confused Dunkin Donuts cashier loads up Carl 's coffee .

Carl walks out of Dunkin Donuts , carrying a giant coffee and several boxes of Munchkins . He walks by Renee , the cute girl who hands out band fliers .Carl takes a flier . Renee 's surprised Carl 's taking a flier .Renee holds out her hand .Carl turns away , nervous that he 's accepted her invitation . He takes a sip of his giant coffee and grimaces .

Carl STUMBLES INTO work , hyper from the giant coffee .Instantly Carl 's cubicle is surrounded by fellow workers .

Carl rules. / You're the best. / Finally I have a reason to live today.

Carl 's greeting . A MIDDLE - AGED MOTHERLY CUSTOMER comes in .Beat .

Carl 's trying to keep up as the customer launches into intense finance - speak .The woman hands over a scrapbook that 's been decorated with construction paper and pictures of beanie babies . Carl opens the scrapbook . It 's filled with numbers .Carl gets up and walks over to Norman . ANGLE ON NORMAN 'S OFFICE Carl stands before Norman .Norman grabs the business plan and starts reading it .ANGLE ON LOAN DESK Carl sits back down .Carl gets up . He heads over to the soda machine and buys a Diet Coke . He then heads over to Norman 's desk .They clink Diet Cokes . Norman DOWNS his entire Diet Coke in one swallow . Carl then heads over to the photocopier . He watches Norman out of the corner of his eye . After a couple minutes , Norman gets up and HEADS INTO THE BATHROOM . Carl heads back over to Norman 's desk and SWIPES THE LOAN APPROVAL STAMP . ANGLE ON THE LOAN DESK Carl returns to the loan desk and STAMPS HER FORM .The Bank Customer HUGS Carl .The Bank Customer hands Carl a panda beanie baby .The Bank Customer leaves . Carl ca n't help but be touched .

Carl 's at the loan desk . Norman comes over , looking grave .Carl nervously walks into his office .

Carl nervously sits before Norman .Carl heads back to the loan desk , happy about his promotion .

Carl walks in the door . Peter , Lucy and Rooney , who 's clearly been there for a little while , comes up to him .Rooney looks at Peter and Lucy .Rooney picks up his beer and begins pounding the twenty ouncer . Carl reluctantly pounds it as well . Rooney slams his on the table . Carl puts it on the table .Carl 's a little drunk now .Peter and Lucy laugh , not realizing that Carl is serious . They leave .

Rooney and Carl are in a Senor Frogs .A SENOR FROG 'S WAITRESS comes over .Carl and Rooney do jello shots . - Carl and Rooney downing more jello shots . - Carl and Rooney drinking beers . - Carl and Rooney are drunkenly staring at a nearby group of girls .Carl downs the jello shot . He stumbles a little .Carl STUMBLES over to the Senor Frog 's DJ . He 's losing control and he likes it .MUSIC CUE : The opening notes of White Town 's `` Your Woman '' Carl grabs the microphone and heads out into the crowd . -LRB- NOTE TO READER : As you read this part , I recommend listening to White Town 's `` Your Woman . '' It will bring it to life in a way that words on a page can not do it justice . -RRB-Carl heads over to the HOT GIRL and begins SERENADING HER . She thinks it 's kind of funny .Carl gets really close to the Hot Girl 's face and then COYLY pulls away for the bridge of the song . During the awesome bridge , Carl does some fantastic dance moves . Or rather , moves that you think are fantastic when you 're drunk out of your mind . The Hot Girl laughs at his antics .Carl lands on one knee in front of the Hot Girl . The crowd CHEERS FOR HIM . The Hot Girl 's LARGE BOYFRIEND gets up close to Carl . Everyone is very , very drunk .Beat . Carl does n't really know what to do so he slaps him across the face the way a woman would slap a man .The Brutish Boyfriend PUNCHES Carl in the head .Carl HEADBUTTS the guy . They get into a dirty , drunken tussle . Both of them are trying to hit the other one in the groin region . Bouncers DESCEND ON THEM and PULL THEM APART .

Senor Frog's famous karoake contest is starting now! Sign up and sweep us off our feet!

Hey. I'm sorry about Domingo. He likes to think he's my boyfriend but he's not. You're cute.

My fiance called. He was like really sorry about last night. I have to go.

I made some coffee. It's in the kitchen. Sorry for leading you on.

Carl and Rooney are outside . Carl 's nursing his wounds . They are very , very drunk .The Hot Girl STUMBLES out of Senor Frog 's .The Hot Girl KISSES Carl .

Light is streaming in through the window . Carl opens his eyes . He 's in bad shape . He looks over to see the Hot Girl finishing getting dressed .The Hot Girl kisses Carl on the forehead .The Hot Girl LEAVES . Carl smiles . That was awesome .

Carl runs to the conference room . The Just Say Yes seminar has been packed up .

Carl walks down the hallway . He knocks on Room 125 . After a couple minutes of shuffling around , Sanji opens the door .Carl comes into Sanji 's hotel room .Sanji PULLS OUT a contract .Carl takes the Maniyesto .Carl signs the Maniyesto .Carl signs again .Carl signs again .Carl holds out his hand . Sanji PULLS OUT an iron brand that 's been heating over a hot pot and BRANDS CARL 'S PALM .Carl looks at his palm . In the center of the palm , Sanji 's branded a ` YES . '

Carl is sitting across from Peter .Peter and Carl shake hands .Lucy comes over and kisses Peter .Peter turns to Carl , smiling .Lucy hugs Carl . Carl looks over Lucy 's shoulder at Peter and shakes his head . Rooney comes over .Rooney points to FOUR BARFLIES sitting at the bar .Peter turns to Carl .Carl walks up to the bar . Peter 's snickering behind him .

As long as you're buying, I want a Grey Goose straight up. / Kir Royale/Whatever's in that dusty bottle back there that you never take down.

Carl wakes up . He looks at the tattooed `` Yes '' on his hand .

Carl goes through a series of junk mail flyers for credit cards . He VERY CAREFULLY fills each one of them out .

Carl walks into Dunkin Donuts . Before the cashier can say anything .Carl turns to see a giant poster with the words `` DO YOU WANT A MOCHA CARAMEL COOLATA ? '' Carl turns back to the cashier .

Carl walks out of Dunkin Donuts , carrying a frozen coffee drink and several boxes of Munchkins . He walks by Renee and wordlessly takes a flier .As he walks away .

Carl sits at his cubicle , and flips on his email . In the background , we see various SUPER HAPPY EMPLOYEES eating the Dunkin Donuts that Carl has brought . We see on the screen another email from the King of Nigeria .He checks the next email .Carl writes back to the Viagra . ANGLE ON THE SCREEN : The next email is from PERSIANWIFEFINDER.COM .Carl clicks onto the Persianwifefinder.com and starts uploading his profile . Norman walks by .

Carl 's reading his email when a HIGH SCHOOL GIRL sits down .Carl looks to make sure Norman 's not around then he stamps her form .

I only need five hundred bucks. I'm starting college next year and I need it for books. I ca n't afford them now but I can pay them off over the course of the year.

Carl walks down the street , taking fliers from anyone who passes them out . We do QUICK CUTS of him with various people as he walks down the street .

Carl stands at the back of a basically empty dive bar , nursing a beer . There 's a makeshift stage at the front of the bar . `` The Flying Buttresses '' are setting up their equipment , including a giant clear plastic harp . Renee steps up to the microphone .Their four audience members cheer . The drummer bangs his sticks together and the band launches in . They are terrible . Like really terrible . Renee sings in a high - pitched voice that she probably thinks sounds like Tori Amos , but sounds more like a dog whistle . If you 've heard the singer , Joanna Newsom , well that 's who she 's emulating .Carl looks at the three other audience members . They are nodding along . Also , one of them is dressed like a Court Jester . CUT TO LATER Renee 's whisper singing .CUT TO LATER Renee 's singing a power ballad .The four people in the audience clap hard as she finishes . Renee takes a huge bow and motions to her fellow band mates . Carl , not knowing how to politely react to the horror show he just witnessed , claps along . Renee gets off the stage and walks over to the bar , right next to Carl .An awkward moment where Renee does n't react and Carl thinks he may have offended her . Suddenly she starts laughing spazzily hard . Carl smiles .The drummer , a guy named LEEORE , shouts down to Renee from the stage .Carl helps a surprised Renee clear the stage .

Carl has helped Renee fit the giant harp into the back of her ancient Volvo .Renee gets in her Volvo and drives off . Carl walks off .Carl takes the flier from the Flier Guy .

Carl walks down the street , now holding a zillion fliers . Carl gets a tap on the shoulder . REVEAL Kath standing there .A very tall , very blond , Nordic looking man approaches Carl .Beat . Seb puts his hand on Kath 's back . Carl notices this and is not particularly happy .Seb 's phone rings .Seb walks off and answers his cell .Seb returns .Carl starts to walk off .Carl stops in his tracks . He mouths the word `` fuck . '' Carl turns . Kath nods at Carl as in , `` You do n't have to join us . ''

Seb , Carl and Kath are sitting at dinner . It is incredibly awkward . Kath and Seb are clearly incredibly pissed off .A waiter arrives .CUT TO LATER - Carl , Kath and Seb are now slightly drunk . However , it is a quiet , angry drunk , not a fun - loving drunk . They are still sitting in silence . Seb turns to Kath and starts saying something quietly to her .Carl puts the rest of his meal in his mouth , gets up from the table and walks out of the restaurant . As he leaves , he smiles to himself . His phone rings . He sees it 's Rooney on the Caller ID .Carl answers the phone .

Carl flips on his computer . He 's trashed . He has a bunch of emails . He clicks on the email .Carl then flips on persianwifefinder.com . A PERSIAN CARTOON GENIE comes onto the screen .The screen is suddenly filled with pictures of Persian women .

Dear brother Carl, Thank you for your last note you sent me. But we must move quickly. I must have your bank details right now. Send them to me. Your Associate, Omar, King of Nigeria

Dear Carl, It is vitally important you send me your bank account information. The government will be closing in on my account in the very near future. Your good friend, Omar, Former King of Nigeria.

Carl 's alarm goes off . Carl hits it and sits up . He grabs his head and then runs to the bathroom and throws up .

Renee , along with several other amateur photographers in sweat suits , have gathered . They all have big cameras around their necks . Carl walks up to them . He does not look good .Carl realizes he forgot his camera .Carl pulls out his camera cell phone .Renee , Carl and the group of amateur jogging photographers start jogging . Carl can barely keep up with them .As she passes a flower , Renee snaps a photo of it .

The group reaches the lake as the sun rises . They all snap photos . Carl finds himself snapping photos on his camera . He accidentally snaps one of Renee with the sun behind her . She looks pretty in the photo .Renee starts jogging again . Carl starts after her and then abruptly doubles over and throws up on the ground . Renee and the other jogging/photographers snap photos of him .

Carl sits across from an Iranian women .The Iranian Woman leaves , passing Lucy .Lucy gets up . Carl follows her . He does not look happy .

Although I must say I was surprised to discover that you are in no way Persian. Nor are you six foot two. You should change that on your profile.

Lucy and Carl are looking over a book of stationery with the STATIONERY PROPRIETESS . Carl ca n't concentrate .Carl , meanwhile , is looking through the book of invitations .Carl 's starting to get really into it . He turns the page and sees an invitation decorated with animals labeled `` Knights in White Armor . ''

Oh. What's the party going to be like? Sometimes it helps to know that before you pick an invitation.

It's bingo, except you yell out embarrassing facts about the bride and whoever fills their card first wins.

Every guest gets assigned a month and brings a gift that the bride and groom can use during that month.

Carl 's sitting across from an Arab Guy at the loan desk .The Arab Guy goes to grab Carl 's phone . He sees the photo of Renee on the phone 's wallpaper .Carl grabs his phone back .Carl stamps his form .Carl stamps her form . CUT TO A JITTERY GUY .Carl stamps his form . Norman comes over .

I love cell phones. I breathe cell phones. I own, myself, thirty - five cell phones. My brother is an idiot and he's selling cell phones hand over fist. What do you have? A Nokia 9850?

I was with my sister? And we had this lemonade stand? And we sold like a hundred cups of lemonade in two days? And so I want to expand? All I need is three thousand dollars?

Norman sits across from Carl .Carl does n't know what to say .Carl mimes zipping up his mouth and throwing away the key . QUICK CUTS OF CARL STAMPING LOTS OF FORMS Rooney sits down across from Carl .

Rooney and Carl are looking at a fridge .MOMENTS LATER Carl is carrying the fridge down the stairs . He FALLS down the stairs with the fridge . Carl looks up at Rooney who 's at the top of the stairs .

Carl has put the last box into the moving van . Rooney and his mom are hugging .His mom goes into her house .Rooney looks at Carl and smiles . Carl 's eyes go wide . MUSIC CUE : `` JUMP '' by the Pointer Sisters YES MONTAGE - Carl 's taking Korean .- At Southwest Bank .Carl raises his hand . CUT TO LATER Carl has put up signs on the bank window that say `` Pet - a - Puppy '' day . There 's a box of puppies in the bank . Customers are streaming into the bank to pet puppies . - We see Carl 's CALENDAR filling up . - A ton of different kinds of credit cards are POPPING THROUGH HIS MAIL SLOT . - Carl 's taking Spanish .The door to the language center opens . - Carl walks towards work . He sees the same group of flyer guys and DUCKS DOWN an alleyway . We now see that to avoid the flyer guys he uses a series of alleys and fire escapes , crossing roofs , even jumping between two buildings so he can avoid being approached . - At Southwest Bank .Carl 's hand shoots up . - Carl walks out of a movie with a woman who 's in a head scarf . He awkwardly hugs her . REVEAL that the movie they watched is Saw III . - Carl 's at THE NOTE singing along to Renee 's band 's songs . He and the `` Jester '' audience member do shots together . - Carl 's walking around a florist shop with Lucy . She points to a small bouquet of white flowers . Carl points to a giant heart - shaped ice sculpture . - We see Carl having to write in tiny letters on his calendar because it 's so full . - At Southwest Bank .Carl 's hand shoots up .- CUT TO Carl with a bunch of kids . All the kids are folding brand new dollar bills into paper airplanes - CUT TO Carl walking down the street , a big smile on his face , taking everyone 's fliers as per usual . He walks past a CULTY GUY named TONY who 's passing out books .Carl takes one of the books .

It is only through the four noble truths and the destruction of desire that we can end suffering.

Carl 's sitting awkwardly on the floor across from Tony . They are both drinking tea .Tony flips on Dionne Warwick 's `` I Say a Little Prayer . ''Tony pulls Carl up . Carl starts to awkwardly shake his groove thing .Tony grabs Carl and kisses him full on the lips .CLOSE IN on Carl 's face . He looks down on the `` Yes '' that 's on his palm .Carl and Tony head into his bedroom .

Tony instantly pulls out candles and lights them .Tony pulls out a bottle of wine and two glasses . Tony goes in to kiss Carl .Tony pushes Carl down onto the bed .

Carl 's sitting across from Peter in Peter 's fancy law office . They 're each eating burgers .PULL BACK to reveal a kitten on Peter 's desk .Peter picks up the phone .Peter hangs up .Carl heads off , the kitten under his arm .

Carl walks around a photography gallery . Renee 's photos are up . They are terrible photos , since they were taken while she was jogging . Their subjects are blurry . Some of them are half in the photo and half out . The featured photo is of Carl throwing up on the ground .Renee POINTS to a LARGE , BROWN PLATE that looks like poo .

Carl 's eating across from Renee . He ca n't stand the food . He grimaces with every bite , but manages to choke it down .Renee spoons a huge amount of squid onto both their plates .Carl 's surprised that she knows this .The waitress comes over .

Norman opens the door . He 's dressed as the Japanese character Hiro from the show Heroes .Norman stares at her .

It 's very quiet . A couple people mill about .Carl and Renee walk up to a MOUSEY GIRL .It 's complete silence . Beat .Renee laughs . Carl fake laughs with her .Norman comes in with more chips . There are now about ten times as many snacks as guests .

Everyone 's standing around Norman . They 've laid several pieces of wood out over a coffee table .Norman KARATE CHOPS the wood in half . The guests cheer . Norman takes a big bow .Renee leaves Carl .Carl turns to Norman .Khatoon and Norman start to spar . Carl sits back , smiling . JASON , a cynical guy who 's slightly drunk , sidles up beside Carl .They shake hands .FLASHBACK OF JASON 'S INS OFFICE Jason 's sitting across from a CUBAN PROFESSOR .BACK TO THE PARTY .Beat . Carl makes a difficult decision .Dramatic beat . Jason finishes his drink .Jason heads off . Renee returns .

Well, is n't that cute? We've got a full match on. Hey, I'm Jason.

I hate it. Everyday I have to dash some poor guy's dream. I'm a professional dream dasher.

The other day, I turned down a guy who had literally been a professor at the University of Cuba.

What? But I've already lived here for five years. I've received a steady paycheck and paid taxes for five years. I speak fluent English. I ca n't go back.

I've passed the citizenship test ten times. I bet you could n't pass that test.

Dear Carl. I know this is kind of random, but I thought I should write you. We met at that party at Norman's apartment. I was the INS guy who hated his life and hated you. I just wanted to tell you that I took your advice. I quit my job and have founded a home in Botswana for elderly orangutans. I've never been happier. You told me to say `` yes'' and it has turned out to be incredible. Thank you. Yours truly, Jason Newmark

Carl and Renee walk into Carl 's apartment . Ten kittens and puppies come running up to them as they enter .They walk into Carl 's living room/bedroom .

The room is piled floor to ceiling with boxes . Renee starts to go through the boxes .Beat .Carl grabs Renee and starts making out with her . They fall onto the bed . REVEAL Rooney watching them .Carl does n't know what to say . Before he has to say yes .

Renee and Carl lie next to each other .Carl starts massaging her .Carl stops .Carl continues massaging her . CHYRON : HALF HOUR LATER Carl 's still massaging her . He stops .Carl starts massaging again . CHYRON : AN HOUR LATER Carl 's massaging . His hands are really cramping up . She 's asleep . He stops massaging .Carl starts massaging again , wincing while he does it .

Carl 's sitting across from a LARGE MAN . Carl 's hands are like claws . A line of people waits to speak with him .Carl stamps the package . Norman comes over to the loan desk .Carl looks over . He sees the President -LRB- from the beginning of the movie -RRB- sitting in the conference room . Carl gets nervous .

Three hundred fifty three dollars. It'll really help me get my one hour delivery business off the ground. I've tried on foot. I only have a two mile radius.

Carl walks into the conference room . The bank president , CHRIS PARKER , motions to a seat .Carl 's phone buzzes . The caller ID says LUCY .Carl turns white . Carl 's phone buzzes again . The text says LUCY : `` WHERE ARE YOU ? ''Chris laughs . Carl laughs . Chris abruptly stops laughing . So does Carl . Carl 's phone buzzes again . The text says LUCY : `` I THOUGHT WE WERE MEETING AT ONE . PLEASE CALL BACK . ''Chris Parker grabs Carl 's hand and shakes it . Carl RUNS out of the office .

Lucy and Carl wander around a fancy bakery .Carl 's phone rings .Carl hangs up . Lucy suddenly starts crying .

Carl and Lucy are each drinking tea . The only other people in the tea room are groups of women .Carl 's phone rings .Carl hangs up .

Carl and Lucy walk into a luxurious apartment . Gourmet kitchen , floor to ceiling windows , giant media center .Carl hits a button . A GIANT TELEVISION SCREEN DESCENDS .Carl runs out .

Carl giving blood while on the phone .He checks his watch . The NURSE walks by .

Carl 's listening to a lecture .Carl 's phone rings . People look angrily at him . He stands and PASSES OUT in the aisle .

Between 1996 and 2000 England's Ministry of Defence paid security cleared experts to research UFOs. This classified study was code named Project Condign.

His friends are all waiting . Carl pulls Renee aside .Carl takes a breath . He 's about to pass out .REVEAL Carl 's sporting buttons that say `` They 're Out There '' and `` I Gave . ''

Renee , Carl , Kath , Seb , Peter and Lucy sit around a table at a nice restaurant . As per usual , Carl has several different meals in front of him . He also has a martini , a glass of water , and a glass of orange juice . Carl 's showing off to his friends . As he shows off , Renee looks irritated .Quiet beat . The conversation 's not exactly flowing easily .Peter leaves . The waiter comes over .The Waiter points at a wine that costs $ 400 a bottle .Carl is sweating bullets .

Everyone 's drinking the wine . Carl 's terrified of the bill .Carl 's friends do n't really know what to say . The check comes . Carl grabs it before anyone else can . It 's a $ 1500 bill . He drops several credit cards down on the table .

Carl 's outside with Peter .The girls and Seb come out from the restaurant with their coats on . There 's a silent beat .Everyone gets into their cars . Carl and Renee walk off .Beat .

It was wonderful meeting you! / I loved it! / Let me know when you throw your next art thing!

Carl and Renee are making while Carl surreptitiously checks his watch . Finally , Renee stops kissing him .

Carl and CRAZY ROLLERBLADING GUITAR MAN rollerblade down the street while guitar man plays guitar .

Which is why the merman is not to be trusted, especially with the fisherman's computer brain.

Carl dashes in , covered in spots of paint . Chris appears .FLASHBACK : CHYRON : TEN MINUTES AGO Carl 's playing really intense , terrifying paintball with Norman and Rooney .A group of KOREAN GENTLEMAN approach Carl and Chris .The Koreans shake Carl 's hand .The Koreans all start speaking Korean at Carl . Carl clearly does n't understand what they 're saying .

Carl stands with the Koreans . Seung Kim is speaking very rapidly at Carl . Carl has no idea what he 's saying . Seung Kim laughs . Carl laughs along with him . Chris hits a beautiful shot . His ball lands almost on the green . The Koreans notice and nervously chatter . Chris approaches Carl .Carl grabs a nine iron from the golf bag . Everyone seems very impressed .Seung Kim laughs .Carl gingerly places the golf ball on the tee . He looks towards the hole .Carl lines up his shot . He swings back , then forward , and PLOWS the club into the grass , knocking the ball off the tee . The ball rolls down a slight incline resting just a couple feet from where Carl hit it .Carl walks back to where Chris is at .Seung Kim raises his club back . He too dubs it , driving the club deep into the grass . His ball rolls just a couple feet past Carl . GOLF MONTAGE WHEREIN CARL AND SEUNG KIM COMPETE TO NOT BE THE ABSOLUTE WORST GOLF PLAYER EVER - Carl hits the ball straight into a group of trees . - Seung Kim , standing right in front of a pond , delicately taps his ball right into the pond . - Carl keeps divoting the grass . He divots so many times that he has to move the ball out of the hole 's he 's accidentally dug . - Seung Kim hits his ball out of the sand trap . It rolls back in . He tries again . It rolls back in . He 's about to try again when Carl picks up his ball and tosses it over the lip of the sand trap . Carl holds his finger up to his lips : `` Shhh . '' - Carl 's about to hit the ball when his phone rings . He answers it .The other golfers look really impatient .Carl holds up his finger . Only one moment . - It 's getting late . Now both Carl and Seung Kim are hitting their balls at once to save time . They are both running and hacking at their balls across the fairway as if they 're playing a deranged game of field hockey .

We have a traitor in our midst. This man just called me a son of a dog and informed me that my hand is covered in fecal matter. He is clearly trying to sabotage the merger.

You think an international bank financier would n't speak fluent English? For whom do you work, traitor? Shanghai Bank? Chinatrust?

Fine. Keep it secret. Unfortunately, I can not approve a merger with a company so incompetent as to have a business saboteur this high up. Good day.

Carl is counting up the scores .Seung glowers at Carl .Seung Kim pumps his fist .Seung Kim slaps five with his compatriots .

Carl , Chris and the Koreans are all hanging out . Carl is alone in the corner of the conference hall . A PRETTY FEMALE KOREAN BANKER approaches Carl .Beat . She laughs . He laughs along with her .Carl does n't know what to do .She kisses him passionately . Carl breaks away from the kiss .Carl and the Korean Banker kiss more . Carl looks guilty .

Carl 's shaking hands with the Korean Bank Representatives . Chris shakes Carl 's hand .Chris laughs . Carl nervously laughs along with him . The Pretty Korean Banker walks by and waves at him . Carl waves back . He looks very guilty .

Carl walks into the pottery studio , looking guilty . Renee is making a giant piece of pottery .Carl considers whether he should say anything about the kiss .Renee kisses Carl .Carl goes to grab some clay .Carl 's eyes light up .

Renee and Carl are in line at the ticketing counter .They get to the front of the line .Carl and Renee take the tickets .Carl nervously hands the Airline Rep his credit card .

Carl 's walking towards security when he runs into TONY , the homosexual guy he hooked up with . Tony 's handing out his books .Carl takes one of the books .Carl realizes who he is . Suddenly they are in the middle of an awkward ex - lover interaction .Renee comes up and grabs Carl 's arm .Tony looks at Renee and realizes that she 's Carl 's girlfriend .Carl and Renee head off .

Renee and Carl have the aisle and window on the plane . A YOUNG WOMAN comes up to Carl .Her MOM is indeed across from Carl .The YOUNG WOMAN points at her seat . It 's a couple rows up in the middle . Her middle seat 's BOOKENDED by a MOM with a SCREAMING BABY and an ENORMOUS MAN .Renee looks at Carl like , why wo n't you just refuse ?CUT TO MOMENTS LATER Carl between the crying baby and the ENORMOUS MAN . Renee turns and waves to him from a couple rows up . Carl puts on a saccharin smile and waves back .

Hi, there. Would you mind switching places with me? I want to be across the aisle from my mom.

Carl and Renee are in the airport .Carl points to an advertisement for a telephone museum : `` Come to the Frank H. Woods Telephone Pioneer Museum . ''

Carl and Renee are looking at MANNEQUINS OF NINETEENTH CENTURY SWITCHBOARD OPERATORS . It 's incredibly quiet .Renee laughs . An ELDERLY TOUR GUIDE dressed as a telephone operator approaches .She hands Carl a brochure .

I'll connect you to the coast in an instant with Alexander Graham Bell's brand new invention - the telephone! Just a haypenny per ten minutes.

This place is boring as shit. Check out the Lester F. Larsen Tractor Test & Power Museum. Now that's an attraction. Ask for Billy.

Carl and Renee RIDE A TRACTOR . Renee 's taking photos as they BUMP OVER THE FIELD .The driver TURNS UP THE SPEED . They 're suddenly going crazy fast .Carl takes the wheel . The tractor IMMEDIATELY GETS AWAY FROM HIM . They SWERVE STRAIGHT and CRASH THROUGH THE WALL OF AN OLD BARN . The DRIVER kills the engine . Renee , Carl and the Driver catch their breath .

Carl and Renee walk around a surprisingly pretty city park .They kiss .

Carl 's sitting in the lounge at the Lincoln Airport . An OLD WOMAN comes up to him .The Old Woman hands Carl an UNMARKED , SHADY - LOOKING PACKAGE .The Old Woman shuffles off . Carl looks at the box . Renee returns .

He's a tall, blond fellow named Sheldon Winkleton. He'll be holding a sign in the terminal with his name on it. You are a dear.

Carl walks through security . He puts the package on the conveyor belt . They do n't notice anything odd .

Carl and Renee sit next to each other on the plane .Renee heads to the bathroom . Carl takes the package out from under the seat in front of him . He starts to breathe really hard . He very gingerly opens the package . He pulls back the packing peanuts revealing . a box of homemade chocolates . Carl breathes a SIGH OF RELIEF .

Carl and Renee walk off the plane , Carl carrying the package under his arm . Carl sees a tall blond guy holding a sign that says `` SHELDON WINKLETON . '' He heads towards the guy but before he can several DEA AGENTS with ADORABLE , DRUG SNIFFING DOGS surround Carl . The dogs start BARKING LIKE MAD .Carl looks up to see `` Sheldon '' WALKING SWIFTLY OUT THE SLIDING DOORS of the airport .The DEA AGENTS KICK the box open . Chocolates spill out over the ground . They crack open the chocolates to reveal TINY BAGGIES OF COCAINE .As Carl is dragged out by the cops , he passes Tony , standing near the exit , shaking his head .

Carl 's sitting across from two DEA Agents , Good Cop Bob and Bad Cop Bob .Carl ca n't help but laugh .Carl sees his hand with `` Yes '' on it .Carl stares at them . He should probably lie .Carl nods .The Bad Cop SLAMS his fist down on the table .The Good Cop restrains the Bad Cop .

Just answer a few questions and I'm sure we'll get this all sorted out. Have you ever used illegal drugs?

The two cops DISCUSS Carl . We see Carl freaking out through the one - way mirror behind them as they talk .

Carl 's sitting on the steps . Renee comes out of the station .Carl just looks at her .Renee starts off .She turns back around .

Carl sits across from Renee .Beat .Something registers in Renee .She rises , shaking her head , and heads for the door .

Carl 's strapped to a giant plasma donation machine . It 's horrifying . As he donates plasma , he could not look more depressed .

Chris will be with you in a moment. Would you like something to drink?

Carl walks into Chris 's office carrying a cup of coffee a Diet Coke , and a bottle of water .Chris closes the door to his office .Chris holds out his hand .Carl shakes Chris 's hand .

Carl 's office has VIEWS of other corporate parks . Despite the fancy digs , Carl 's depressed . Chris pokes his head in . Carl 's on the phone .Chris dumps a folder on Carl 's desk .

Carl 's taking a pottery lesson . He is sadly going through the motions of making a pot . He checks his watch and departs , leaving the unfinished pot spinning on the pottery wheel .

The VPs are sitting around the board room . Carl comes in , late , still covered in clay .Everyone claps .Carl looks horrified .

Southwest Bank employees and Carl stand in a picket line outside the corporate offices .Chris gets out of his car and heads to the office . Carl hides his face from Chris so that Chris wo n't recognize him .Carl grabs a rock and VERY DELICATELY LOBS IT in Chris 's direction . He then TAKES OFF RUNNING in the opposite direction . He then CIRCLES AROUND and runs into the back entrance of the bank .

We FOLLOW Carl as he runs up the service entrance to the corporate offices .

Carl then RUNS into his office and sits down at the desk . He 's covered in sweat and is breathing heavily . Chris pokes his head in .Chris leaves his office .

Carl sits across from Peter .Peter 's phone rings . Peter picks it up .

Sanji 's eating by himself . Carl comes up to him .Carl runs out of the restaurant .

Carl returns home . Rooney 's on the couch , wearing a headset playing Xbox Live .Carl PULLS the xBox cord out of the law .

Carl 's in front of his computer . There are a bunch of emails selling Viagra . He angrily deletes them all . He gets a letter from the King of Nigeria .Carl starts typing fast . As Carl writes the following email , we cuts of him THROWING AWAY THE BOXES OF STUFF HE BOUGHT OVER THE INTERNET and GIVING AWAY THE SIX KITTENS HE GOT TO THE ASPCA .Carl angrily flips off his computer .

CLOSE ON THE ALARM . His alarm goes off . Carl HITS IT off . It 's now DAYTIME .

Carl gets dressed . He puts on his suit and tie . His apartment is noticeably nicer than the last time we saw it .

Carl drives down the street in a FANCY CAR . He PULLS INTO DUNKIN DONUTS . He gets out of the car and passes a guy handing out fliers .Carl walks into Dunkin Donuts .

The Dunkin Donuts Cashier hands Carl his coffee .Carl hands the Cashier the money .

Carl sits in his office . Lucy walks in .Lucy leaves , upset . Carl does n't move .

Carl , Chris and the other VPs sit around the conference table .Chris SLAPS FIVE with Carl .All the VPs laugh . Carl fake laughs along with them .

Carl gets home . He hits play on his answering machine .Carl DELETES the message . He FLIPS ON Survivor and starts to absentmindedly sort through his mail . He throws away junkmail until he gets to a postcard that catches his eye . He reads the postcard .Carl TURNS OVER the post card . On the cover of the card is a picture an orangutan .

Carl 's alarm goes off . He opens his eyes . He 's PROPPED the post card up next to his alarm clock . The orangutan seems to be staring into his soul .

Carl 's writing a list of names . The post card lies on the desk nearby . His secretary pops her head in .Carl starts to head out and then turns around .

The executives are gathering in the conference room to officially greet the KBI Officials.

Carl walks into the crowded room . Korean executives and Southwest Bank executives mingle . Carl heads towards Chris .SEUNG sees Carl and bows to him . Carl bows back . The Pretty Korean Banker sees Carl and coquettishly waves to him . Chris TAPS the microphone . The crowd sits down .Chris nods to Carl .Carl takes a beat . Chris looks at him , expectantly .Chris holds out his hand .Seung Kim walks out , followed by all his employees . Before Chris can say anything .Carl leaves .

Peter , Lucy , Rooney , Norman , Tony , Loan Recipients , several Persian Woman - all of Carl 's friends along with everyone that he 's met on his Yes journey have gathered at Rudy 's .Kath and Seb walk in .PAN OVER to Rooney standing alone . Farinoush , the Persian woman , walks over to him .Just then the lights go down . MUSIC CUE : Rocky Theme .Carl RIDES INTO THE BAR on a WHITE STALLION as WHITE BALLOONS FALL FROM THE RAFTERS . Carl JUMPS OFF the horse , and puts a CROWN on Peter 's and a TIARA on Lucy 's .MUSIC CUE : The Black - Eyed Peas `` My Humps '' Lucy KISSES Carl on the cheek . Everyone starts dancing .

Carl 's standing outside . Peter comes outside . He 's drunk and is still wearing the crown .Carl hands Peter a set of keys .A cab PULLS UP . Peter realizes Carl 's leaving .

Carl 's in a tuk tuk being driven at breakneck speed down the windy streets of Bangkok . MUSIC CUE : ABBA 's `` One Night in Bangkok ''

Carl gets up to the roof . Renee 's looking out over Bangkok . He taps her on the shoulder . She turns .Renee nods . They kiss .

CHYRON : SOME TIME LATER Carl has set up a makeshift loan office . He 's sitting across from a YOUNG THAI MAN .PULL BACK TO REVEAL that Norman sits at the table next to Carl working with an OLD THAI MAN .EPILOGUE : EXT. . NIGERIAN PALACE CHYRON : Makurdi , Nigeria Carl and Renee get out a dusty minivan . A dirty , rundown palace rises before them . Carl HEADS to the front door and hits the BUZZER . A guard with a MACHINE GUN opens up .OMAR , THE FORMER KING OF NIGERIA , a large , boisterous man , comes up from behind the guard .Carl and Omar hug .Omar bends on one knee and kisses Renee on the hand .Carl , Omar , Renee and the guard go into Omar 's palace . The door CLOSES BEHIND THEM . THE END

November 2006 TNT. KITCHEN - DAY A New York Times crossword puzzle. The hand of MARY HOROWITZ scratches the answers in ink without pausing even a second between each one. MARY (V.O.) Vita aenigma est. Life is a puzzle. It is. Specifically, life is most like a crossword puzzle. There are a million reasons why, not the least of which is that life, like crosswords, requires the use of your whole entire brain- Her writing hand knocks a glass of grape soda and it spills all over the puzzle.

Four letter word for... vomit. She takes a deep breath to calm her nerves. it doesn't help.

Not "barf". For sure not "barf". That's too easy. "Puke" is okay, but maybe a bit pedestrian (that means boring)... I like "hurl". I do. I like the way it rolls off your tongue -- the word, I mean. But my all time favorite is none of those.

A door nearby opens but Mary doesn't budge. A POLICE OFFICER walks out.

A 40ish female TEACHER pokes her head out the door, signals to Mary.

I made a crossword puzzle to help them guess what my job is. You ruined it.

People do crossword puzzles all the time but they don't often think of the person who made all the words fit together, and who thought up the clues, and who made sure the little black squares at the top mirror the ones at the bottom.

She pulls one of the crosswords out of the garbage can, holds it up, turns it upside down, forces a nervous smile.

Crossword constructors usually have above average intelligence, with knowledge of just about every subject you can imagine. And it helps if they can spell.

The card in Mary's hand reads "LAUGH". She laughs. Nobody else does. She looks at the cards again, instantly gets serious, sweeps her hand through the air.

Imagine, for a moment, a world without crossword puzzles. A world-

Mary notices one Kid with his hand up. It totally throws her off.

Yep, I live at home... She forces herself to get it together, totally faking it.

But so do all of you, so there... And sure, I only create one crossword puzzle a week but I have deadlines, I have stress, I have demands on me so huge you would not believe. The newspaper business is hell. I mean it. Hell.

Somebody's got to write about all the horrors that go on in this world.

MARY (cont'd) And after people read about those horrors, somebody else has to bring them back from the brink of suicide. Who do you think that is?

She leans in close to the front row, scares herself more than anybody.

Me! My crossword puzzle is always good news. it enlightens. it r andma's

entertains. It keeps your g mind alive so she remembers to send you five bucks on your birthday. Think about that as you lie in bed tonight picking your nose and crying yourself to sleep. I know I will.

The Kids just stare at her. She leans against the teacher's desk, tries to look relaxed but fails miserably.

My job matters, you know. In media circles I am, as the Dutch say, geliefd. That means I have plenty of friends. Hoards, in fact. Scads even.

As one would say in old Paris... Coup de maitre! A CUSTODIAN cleaning the school yard looks up. Mary keeps on talking - now to him.

It means "master stroke", even though the direct translation is actually "master blow"... Leave it to the French to pass off an unpleasant slave activity as an everyday expression.

The Custodian doesn't know what the hell she's talking about. Mary continues on to the bus stop.

I sometimes suffer from benign positional vertigo. Could you please not drive until I'm -

f He ignores her, starts driving. Mary struggles toward the back o f the bus, grabbing g goes.

She lurches for an empty seat and just about dislodges her shoulder on the center pole. Finally settled, she peeks under her sweater at the shoulder damage.

Hello hematoma. She smiles at an angry ELDERLY LADY sitting across from her. The lady gives her the "don't talk to me" glare, then stares out the window. Mary fidgets in her seat.

Did you see the review of "Hairspray" in the Journal yesterday? They used the word "spectacular" -- always a good sign. Maybe you'd like to go see it with rne? I have a coupon for five dollars off.

Betty shoves the newspapers back across the counter, points at them, then speaks in barely recognizable English.

We could bring your dad if you want. I don't think the show is ageist. That means he won't feel like a loser for being old.

As she takes her time paying, Mr. Takihashi madly gestures about Mary holding up the line. Betty barks at her.

So no then? That's a no? Betty ignores her. Mary waits, loads the newspapers into her bag.

"Brilliant" is what they said. Never in the history of St. Margaret's Career Day have the children's brains been so inordinately stimulated as they were today by my presentation.

Dad, some of the greatest orators of all time had their heads chopped off for their labors. I'm lucky to escape with a simple flesh wound.

Mary hands over the last newspaper, heads out to the hallway. Her mother yells to her.

A brain tumor characterized by, among other things, dementia. She's nuts.

I'm normal. Silence from her parents. Mary marches back into the living room.

In fact, I'm normalis extremes. That's the kind of normal that doesn't get more normal.

Carol, tonight I have a date. A blind one. Not the guy, I mean the situation. We are, as yet, unknown to one another... It's nerve wracking, I know. Try not to have a spontaneous epileptiform seizure.

The doorbell rings. Mary freezes, listens for the muffled voices downstairs.

She sits on the corner of her bed and breathes rapidly into a paper bag.

There's a knock on her bedroom door. Mary folds up the bag, puts it in her pocket for later, then opens the door a crack. It's her mother.

I'd rather not. Mrs. Horowitz opens the door wider, takes a look at Mary, looks like she's going to cry.

Gods. You may have noticed that I'm wearing clean socks. Translation: I'm really trying and thus should be amply rewarded. Thanks for your support.

I mean your assistance, your furtherance, your advocacy of my efforts to get out there and... do what I'm supposed to do.

I never went to kindergarten! He looks at her, totally confused.

Me too. She lunges for his lips but the seatbelt snaps her back inches short.

I thought so. There are almost a million Stevens with a V in the country, you know. It's much more popular than the P-H way, almost twice as popular in fact. I think it's the Brits who prefer the P-H. They love their P-H's over there. Not as much as they love their fish and chips but still, they love them. It was the media thing, you know, that's why our moms wanted us to get together. You work in the media, so do I. We really have to hand it to our moms, Steve, we do, and not just for raising us, or for thriving during a time when women painstakingly struggled for equality, but I mean we should hand it to them for being visionaries and predicting our all encompassing compatibility. We're professionally compatible, yes, but it's occurring to me at this particular moment that we're also sexually compatible, and I don't know if you noticed like I noticed but we're also both wearing blue. What are the chances of that? Actually, if I really think about it, the chances are probably pretty good. Blue is one of the most popular three colors, however, yours is-

She leans forward and checks the fabric tag on the neck of his jacket. She can't quite read it. She reaches up and flips on the interior light. Steve's just about blinded. She grabs the tag, reads.

Nylon. And mine... She grabs her own tag and reads it, just about elbowing Steve in the eye.

Polyester! See? Both synthetic fibres! And the chances of that are much smaller than the chances of us just wearing blue.

Me too! And semantics, the study of the meaning of words? You love words, right?

I know! She can hardly believe her good fortune. Her mind reels just as fast as her lips.

Steve with a V, you know what we are? We're didymous. Two of a kind. Two rare earth elements brought together by Norns, that's Scandinavian for The Destinies. You want to make out for ten to fifteen minutes more then go get a six pack of Twinkies and Mountain Dew and stay up all night and talk?

Steve is frozen. No escape - then it hits him. He jumps a bit, pulls out his cell phone.

It's okay. When you get back we can have plenty of quality time.

Mary smiles big, takes the rest of the stairs up two at a time. Mrs. Horowitz is about to follow her.

Eleven letter word for serendipity. She screams into her pillow.

The perfect answer: S-E-R-E-N-D-I-P- I-T-Y. Serendipity. Why would you ever need a better word than that?

She sits up, grabs her notebook, starts to draw out a new crossword puzzle.

Maybe I could make it up to you by doing a fishing themed crossword. I know how you love the piscatology.

Soloman shakes his head -- it's done. Mary hesitates then finally gets up.

He ignores that. She walks out, seemingly content, a bit of denial.

Finished with the Times? She goes to take the paper. He stops her.

How do you think? She looks at him -- worry all over his face. She hesitates for a moment then sucks it up.

Because if you're thinking that they loved it, that they thought it was imaginative and bold and evocative... you would be right.

He works a lot, you know. Travels all the time. 'Tis possible he has not yet espied it.

But when he does, I'm sure he'll say, "that Mary Horowitz... is a catch. Where oh where has she been all my empty life? From here onward my life will be divided into 'before I met Mary' and 'after I met Mary' with the second part being far superior. I am lonely no more. The missing letter in my puzzle has at last been found."

Four letter word for am I going to wait my whole life for Steve to call?

Nope. She flails out of the tub like a salmon heading upstream, grabs a towel barely big enough to cover her. Without any effort to dry off, she runs out of the bathroom.

Ow ow ouch. She gets off the banister, slops the rest of the way down the stairs, jumps into the doorway of the living room.

The news is Steve's life! It's not just what he does, it's who he is, imbedded deep down in his polymer of nucleotides. I should be out there by his side. That's what girlfriends do, isn't it? Let him concentrate on his work. I'll concentrate on the relationship. It won't be easy, I know, but neither is quantum physics or... the Heisenberg Uncertainty Principle or... paper mache, but

She looks at her parents. They sit at a table playing bridge with MR. and MRS. HANCOCK.

Top of the evening. Mr. Hancock checks out Mary's bare legs as she stands in a puddle of bath water. Mrs. Hancock lifts her husband's chin, snaps him out of it.

Exactly! And all I have to do is go to him, be near him, and do my best to radiate... me.

Geographically yes, I know. Figuratively, philosophically, spiritually, much less so. My entire life is before me. The world is my ostrea edulis... That means the edible kind of oyster.

Mom, two handles, two handles, they both hold stuff, what's the difference?

Disrespect. Do you mean unmannerly, tactless, vulgar? Because he's a straight man, Dad, and some things can't be helped. But if you mean inconsiderate to me, contemptuous toward me, insulting, irreverent, uncivil -

Omaha... Einstein... cholera... grenade... Bach... oui... potbelly... Oreo.

Sorry. She looks away, starts biting her nails, then spots a sign on the freeway, calls-out to the Driver and anybody else who will listen.

Bessemer, Alabama! Named after Sir Henry Bessemer, a Brit. Guess what he did? Perfected the way steel is made, of course.

MARY (cont'd) I won't bore you with the whole story, just the best parts, like how it involves molten pig iron which does not, as one might think, have anything to do with pigs.

It's actually a raw iron made from iron ore, plus limestone, plus coke - and by coke I mean the carbonaceous residue, not the cola, or the booger sugar.

You know what else is in Bessemer? The city, I mean? Hitler's typewriter. It's crazy, I know. That guy was such an asshole. The Driver's eyes glaze over. Please let this and.

Can you watch my stuff? He glares at her -- you have got to be kidding. Mary grabs her backpack and Kroger bag and steps off the bus.

Carrier pigeons, despite their name, are more or less useless when it comes to actually carrying anything. Homing pigeons are better for messenger work...

The Diners lose interest. Mary catches the eye of a WANDERER at the end of the counter. He's hanging on her every word.

You know who used them all the time? Genghis Khan. Loved the pigeons, scared to death of pooches though.

You know, dogs, canines, de honden? Still nothing. She looks back at the TV.

The Diners ignore her and just eat their pie. Mary realizes the time, runs out of the rest stop.

Crap! Crap, crap, crap! She looks down the road -- no sign of the bus anywhere. She takes her paper bag out of her pocket, breathes into it.

A TRUCK DRIVER passes her with coffee in hand, on his way to his rig.

I missed mine. She breathes double time into the paper bag. He takes pity on her.

Set a garbage can full of kittens on fire or anything like that? Now he's disturbed.

May I see your license? Why not. He pulls his license out of the visor, flashes it. Mary steps up and grabs it, looks at it closely.

Norm, if you're going to rape and murder me, you'll have to cut me up into a million chunks and scatter me all over four states, otherwise this appendage -

And you already told me you don't have a light to burn the flesh off.

Norm can't believe this. Before he can say a word, Mary moves around to the passenger side, hops up into the truck. She notices some snacks on the dash.

Moon Pies! Want to go halfsies? At a loss, Norm motions for Mary to help herself. As she unwraps a Pie, he reluctantly starts up the truck.

And my other rule about crossword puzzles is this. No pencils. Doing a crossword with a pencil is like screaming with your lips duct taped together. It's weak.

MARY (cont'd) If you're going to do a crossword, you should do it fearlessly, with abandon, and with a pen. I prefer a medium tip, felt, blue -

Do you mean quiet as in softly hushed like this? Or do you mean quiet, as in silent?

He nods. Mary squeezes her lips together, holds them. It lasts for about a second.

Eight letter word for "screwed". Mary crosses to the Medieval Times parking lot, steps over the police line blowing in the wind.

My road, dad. My road. You don't commit to a relationship and then give up because you'd rather be at home curled up in front of the fireplace with a thesaurus. This is what people are supposed to do - go out on a limb for love. My limb just happens to be in Oklahoma.

MARY (cont'd) Just think of this like the time I went to Girl Scout camp, except for the part where I got kicked out. This time, no unsupervised butane experiment is going to ruin the adventure, I swear.

Steve! She jumps into his arms but he's only got one arm free and isn't about to use it to catch her. She slides down his leg to the ground but quickly picks herself up.

Talking to you. And noticing how the Oklahoma climate agrees with your complexion.

Of course not... I went to Dallas looking for you first. And you know why?

I know. I'm just here to support you, show you I care, and also ask why you aren't following that guy pretending to be a nurse but obviously not wearing sterilizable, non-slip footwear.

Steve looks back, a bunch of people stare. Mary waves to him then watches until he's out of sight. A SECURITY GUARD approaches her.

Thanks. I found them in an alley. Elizabeth looks at the boots again, impressed. She stands up.

I'm just here because my boyfriend is working the story. He's with CNN, the world's news leader, the most trusted name in news, the place where more -

Thanks, Bruno. He walks away. Mary takes a sip of the hot chocolate, burns her mouth.

Crap. She grabs her tongue with her fingers. Hartman appears right in front of her.

Thank y- He puts an arm around her, pulls her away from the crowd.

Of course. I don't want to interfere in his work but I just need to be here for him and -

He grabs her, hugs her in so her words are all muffled - and yet she keeps talking.

Pro-leg. She shows him her button featuring a cartoon of a very happy three legged baby. Hartman laughs.

A trematode parasite causes polymely (that means extra limbs) in tree frogs. It happens all the time. In some ponds there's like a quarter of the tree frogs with extra legs. Totally natural.

There you go, George. Just a little nasolacrimal duct cleaning. Nothing to be ashamed of.

Steve? Are you okay? Is he okay? Angus leans over to her window.

Elizabeth! I have to meet Steve at his next job, in New Mexico. He's sick, not as in rad, although he is that too, but more like unwell, infirm, perhaps barfy. Hopefully nothing serious but you never can be too sure and besides, healthy or not, he needs me.

The trip's not too long, right through all kinds of interesting sites like, for example, El Santuario de Chimayo: The Lourdes of America. Know what that is? A sacred sand pit near a burrito stand. What could be better than that?

Want to go? Unless you're busy, I mean. You probably have something better to do.

Let's grab souvenirs! Elizabeth and Howard each pick up a Baby Peggy sign off the ground. Mary grabs as many as she can hold -- way, way too many. A bunch of them slide off but she perseveres.

Howard, if you get sleepy and want to trade off driving for a while, just wake me up and I'll take over.

MARY (cont'd) I'm a night owl, yes, but I'm also a day owl too, a burrowing owl, technically. They stay awake all day too. I'm pretty much alert 24/7, always have been. No caffeine. Just sugar and my natural tendency to, you know, never fall asleep.

Persimmon. AKA, the mabolo, the date-plum, the velvet apple. Genus: Diospyros.

Unwashed hair, bed head, and there's a chunk of a Twinkie caked onto Mary's ear. Elizabeth picks the Twinkie off, smooths down Mary's hair.

I'll be back. Save me a sign! And if Cloris comes out, tell her I loved her in "My Little Pony: The Movie".

Poker? Technically I'm familiar but I've never actually played. With people, I mean.

"There are few things that are so unpardonably neglected in our country as poker." Guess who said that one.

She looks around the table. The guys, except Angus, are starting to lose their patience.

Sorry. Mary looks at her cards, thinks about it for way too long, then grabs a handful of coins from her Kroger bag, slaps them on the table.

Send it, ladies! Steve steps into the tent, spots Mary, turns to run back out.

I'm not. It's more like picking travel destinations based on where you happen to be working.

Hartman told me you wanted me here. Now that I am, what better opportunity for us to get to know each other better.

And he said you'd say that too. It's just your fear talking. Steve just about loses it.

You know how sometimes you see a pinguid (that means fat and greasy) guy with an attractive girl and you think how the heck did he pull that off? People won't think that when they look at us. We're perfectly matched.

Stop it, you guys! Stop! "Victory attained by violence is tantamount to a defeat, for it is momentary." You know who said that? Gandhi. And me. Just now.

No! This isn't about money! It's about courage, love, honor and all things virtuous and pure. Steve, kick him in the leberknoedel!

Hartman looks up at her, hurt. The distraction costs him. Steve knees him then follows with a jab to his face.

Please! Somebody help him! Apply a vasoconstrictor, a nasal tampon, anything! At the absolute least, direct pressure and a clean tissue!

No, wait! Attendee! She runs to the end of the fence, jumps it, runs after them.

But I do! If you're in trouble because of me I can fix it, I can explain to your boss. He or she probably just doesn't understand our relationship.

Six letter word for "over my lifeless, rigormortic and maggot infested, i.e. dead, body am I giving up now"... D-O-G-G- motherfucking-E-D. Dogged.

She gets out her Chapstick, liberally applies it, dabs a bit on her temples as well.

Normally I don't condone swearing. I think it's something people do when they don't have the vocabulary to express themselves properly, but even I, with my plenitudinous vocab, must admit -- every once in a while, it's okay to get a bit peppery -

I got him in trouble, Dad. I have to go find him and make it right. There's three places they could be headed.

For each story, I've worked out an equation of potential human casualties, estimated property damage, availability of endlessly repeatable images, with bonus points for anything involving reporters in galoshes. There's no doubt in my mind. They're heading to the storm in Galveston.

I rest my case! If you gave up the first time dad said no then I wouldn't exist. Telling me to give up so soon on my potential husband- to-be, birth father of my twelve future children and adoptive father of my gerbil Carol -- you might as well be saying that you wish you had given up too and that you never married dad and that I'd never been born. Is that what you're saying?

And when I met Steve, I knew right away we had a lot in common. We're both in the media, we both love crosswords, we both love words. We both felt this unexplainable connection, no matter how much his instinct might be to fight it. That's okay. We just have to get to know each other better, that's all.

She uses the wipe on her face, gets a bit on her lip and the taste is awful. She rolls down the window, closes her eyes and gently sticks her face out to rinse with rain water. The car hits a flooded patch of the road. A wave of mud washes up and smacks Mary right in the face.

Crap. She starts the handy wipe bath all over again. A nervous Howard speaks up.

If there's one thing I learned from crossword puzzles it's that you can't give up.

MARY (cont'd) Sometimes you run into a doozy and you think you'll never be able to solve it in a million years. If you quit, you're right, but if you stick with it, you'll figure it out. Eventually. She looks at Howard.

I have to give it one more try. I have to fix the mess I made with his work, then maybe he and I --

Oh my God. Howard backs under an overpass, points to a protected area up the cement embankment.

I spy with my little eye a chemical element from group two of the periodic table.

Cobalt. Mary points to a steel belted tire on the ground, lays back and shuts her eyes. Howard takes something out of his - it's a pocket, puts it in her hand. Mary looks at it

shrivelled, sculpted apple head. She smiles, hardly able to keep her eyes open.

"Eunice, Louisiana. Please..." She stops reading, looks a bit uneasy. Howard steps forward, grabs the note.

Not destiny, that's only seven letters. Not fortuity - that sounds more like when good things happen to people like finding a quarter in the sofa or something. I mean the not so great stuff that's bound to befall some people more than others. Fate's nasty cousin, I mean.

Suddenly Mary's face lights up with her mini keychain flashlight.

I am not afraid. I am not fearful, pusillanimous, nor am I affrighted.

Suddenly in the light - a face. Mary screams her head off. The face doesn't budge - it's a LITTLE DEAF GIRL.

Oh my God, they forgot one! You scared the crap out of me. The girl just stares at her.

I'm sorry, can you hear me, I mean at all? Do you have sensorineural hearing loss or conductive? "Deaf people can do anything except hear." You know who said that? Doctor Jordan, first deaf President of Gallaudet U. Maybe you'll go there one day. That is, unless we perish down here.

And then there's black lung disease, also a problem in coal mines. Chronic cough, breathlessness, cyanosis - that's where your skin turns purple --

There's a CLINK behind Mary. She turns her light onto the area, sees the flashlight and note hanging from the thin rope. Mary grabs the flashlight, turns it on, reads the note.

Rhinolith, that's the real word. Rhino is nose, lithos means stone. Nose stone. You know what that is? Snot.

And Archimedes, there's another one. He was into math, philosophy, all kinds of stuff, then one day he was working out an equation in the sand and somebody stabbed him. Crappy, I know.

Mary coughs. Before she has a chance to catch her breath, a rope with a small bag attached quickly drops next to her, the bag hitting the floor. Mary unties the bag and looks inside to find water and sandwiches.

No dessert. Crappy. Did you know that the word dessert comes from an old French word that means "clear the table"? Sometimes I feel like dinner is just doing time so I can get to the point, and of course the point always involves sugar. Who needs -

The Little Deaf Girl covers her ears, vocalizes as much as she's able.

I know. She notices the Little Girl's shoes are soaked. Mary moves next to her, takes off her rubber boots and puts them on the Little Girl. Mary puts an arm around her, holds her close at - softly,

her side, then speaks like she's a different person to herself, the Little Girl unable to read her lips.

I'm not good at... silence. "Mary doesn't do quiet", that's how my grandmother always said it. "What's that hush?" she'd holler at a party. "It's Mary about to talk", then she'd laugh and laugh and laugh. Everybody would... But I knew something they didn't - that if you keep talking, if you keep on talking, you don't hear people telling you that you're different. You don't hear people saying they don't like you. And if you're talking, you just might not hear it when some kid... calls you a freak. Mary's eyes start to well.

The truth is normal is -- not me. She seems surprised she said it out loud. There's relief in it.

My friends, the people I've met over the past week, they're not normal either. They're more interesting, more original, more real, more rare.

She thinks about it, in silence. The sadness fades the first time, she's comfortably quiet.

She smiles at the Little Deaf Girl. The Little Deaf Girl smiles back. And they sit -- Mary totally calm.

Mary hears something in the distance - a gentle PLINK PLINK PLINK she couldn't have heard while talking.

She picks up the flashlight, moves toward the noise. In a corner of the mine, a water drip hits on some old rusted mining tools, including two rusty vice grips.

After I got kicked out of Girl Scouts, while the other girls were learning how to sell cookies, I was at home reading the biography of Sir Edmund Hillary.

Mary motions for the Little Deaf Girl to jump on piggyback. She jumps up onto Mary's back, still in the red rubber boots. Mary starts jugging up the rope, the vice grips and rope pieces acting like ladder steps.

They start rising up slowly. Not an easy task. Mary struggles every step.

if not a whole bunch. Howard, Elizabeth, George, Lydia, Carlos, Clyde, a few old Ladies, a bunch of other Protestors file off the bus. Mary keeps talking to the bus driver.

My grandma left it to me. My parents won't stay here. And for me it was always too... quiet. She looks at her new friends.

Ten plastic folding chairs line the hallway -- all empty except for one. In the last chair sits Mary Horowitz, 31, in her best synthetic cardigan, somebody's grandmother's skirt, her own red rubber boots. Genius meets retard. She mumbles to herself.

We're ready for you now. (a plastic Kroger shopping Mary jumps up, grabs her purse bag).

Here's a treat, students. Our final guest for Career Day, Miss Mary Horowitz, is the crossword constructor for the Atlanta Citizen. You know the crossword puzzles you see every week in the newspaper? It's her job to create them. Isn't that fun?

Mary takes the crossword puzzles out of her bag, looks at them like lost puppies.

Maybe you could tell them a bit about what your job is like? watche s hit

Children! The Teacher shoots the Kids a warning look, then notices Mary hyperventilating.

Water. Just hang on. The Teacher rushes out. The kids all stare at Mary.

Who's ready for some fun? The deaf kids start running down the hill, straight for the petting zoo.

Just when they're close enough to smell the goats, tground gives way from the back and the kids drop out of sight front of the Teachers - each kid taken tota off having heard the dropping behind them. A g lly i ant puf guard, not f dust settles to reveal a gaping hole in the earth.

The Teachers drop their picnic baskets and scream their heads off.

Mary stands in front of the chalkboard, "CAREER DAY" written in huge letters behind her. She smiles with terror at the class of 10 year old KIDS. The Teacher reads from her notes.LARGE KID How do you pay your rent?LARGE KID Oh my God, how old are you? Still living at home! The kids all laugh some more. Mary's on the verge of panic.LARGE KID You're a freak. The kids all nod in agreement. Mary's frozen, devastated. The Teacher rushes back into the room with a cup of water, hands it over. Mary sips it like communion wine. Half of it runs down her chin. Mary looks at the Teacher, fakes a smile.

Mary drops thu p file out her the bottom She p lls u hearsed enthusiasm. bag, reads with re

You make a living doing that? Just making puzzles? The Atlanta Citizen only comes out on Fridays. One puzzle a week can't make you enough to live on.

You live with your parents? The Kids all laugh their asses off. Mary just stares at them.

The front doors of the school swing open and a visibly shaken Mary walks out. She takes a deep breath and embraces denial.

The CITY BUS DRIVER watches as Mary pays her $1.75 one nickel at a time.MARY (V.O.) In crosswords, as in life, some days are harder than others. It's true. In the New York Times, for example, the puzzles get harder as the week goes. So on Monday, a day that traditionally bites the big one, the crossword is super easy. It's comforting to know that although life can be difficult at times, crosswords let you off easy when you need it the most. Mary looks around for anybody to talk to. The other PASSENGERS avert their eyes. Mary starts biting her nails.

A frail 80 year old man MR. TAKIHASHI works alongside his wspapers, 40ish granddaughter BETTY selling magazines, ne smokes and Pocky. In the corner of the newsstand, a muted TV features CNN "Breaking News" coverage of a high speed car chase. BUSINESSMEN are glued to the images as they wait in line. Mary grabs a half a dozen different newspapers, yells to Mr. Takihashi like he's deaf. KONCHA, TAKIHASHI-SAN! He ignores her. Mary hands the papers to Betty.S.MARY (V.O.) Sometimes crosswords are even better than life. Here's how. They don't discriminate. Crosswords don't care if you're young or old; black or white; male, female or intersex. Crosswords only care if you're an idiot. And, really, that's okay, because if you have the IQ of a yam, finishing a crossword should be the least of your worries. Mary glances up at the TV news once more, then walks away.

Pecha kucha! Do Itta! Betty takes Mary's money, waves her on and helps the next customer.

A half dozen NEWS CREWS rush to load and unload CNN news ECHS -- vans. JOURNALISTS, PHOTOGRAPHERS, PRODUCERS, SOUNDyT all in a mad rush to go get An unshaven and surprisingly calm STEVE balances camera equipment in one hand while he scratches a barely legible "Steve" onto a clipboard. A young PA takes the clipboard, hands Steve a bunch of gas masks.

Steve heads to an open van where a disheveled, mid producer ANGUS MCCORMACK checks his watch.

40ish reporter HARTMAN HUGHES rushes to the van on his face. napkin tucked in his shirt collar, bread crumbs

What do you mean "the big one"? Terrorists, natural disaster, what?

Not me!. Hartman grabs a gas mask and rushes to the van's side mirror.

I need blush. No, wait. I'll go pasty. It'll look like I could be the first media victim. "Hartman Hughes, no such thing as too close to the story".

Hartman looks back at Steve and Angus. They're just standing there, unable to keep a straight face. Hartman deflates.

Hartman, come on. Hartman gets in the elevator, hollers out to them.

I had a perfectly good bologna sandwich going on upstairs. Wasted!

Exec. Producer DAN CORBITT walks in, heads straight for his desk.

Take a look at those... plants. Corbitt pauses it on the worst shot, looks at Steve.

Rebecca wants you to come for dinner when we're back home. Her cousin from Florida -

There's a commotion in the distance. Every photographer on the grounds focuses on the castle. Reporters jump into position.

Hartman touches up his make-up, roots through his bag. He yells out to Steve, Angus and Josh.

I've been married to the same woman for seventeen years. I care.

I don't think we've met. Angus. Mary shakes Angus' hand. He can't take his eyes off her.

Your eyes are striking. Steve punches him through the seat. Mary's oblivious.

My dear, sit. He shoves the BBC guy out of the way to make room for Mary next to him. Vince shuffles the cards.

Verdict's in. They all rush off to the court house, leaving a stunned Mary standing alone.

Consider yourself temporarily saved by the storm. It's worse than they thought. We've got to move.

Angus leans into the front seat, tries to steady the steering wheel.

Corbitt wants you to go on air to talk about Mary. An interview with the boyfriend.

Fox has already got their hands on everything but her panty size.

Corbitt wants you on in five. Steve sees he has no choice. He nods. Hartman puts an arm around him.

She turns around and runs back upstairs. Steve looks at Mrs. Horowitz, confused.

Okay. She gets in the car, fastens her seatbelt. Steve hesitates then heads to the driver's side, gets in.

Whoa! Undeterred by the whiplash, Mary undoes her seatbelt and tries again, this time making contact with Steve's lips.

He's more than a little startled but kisses her back anyway, all the while straining to see the Horowitz house.

Mary... uh, what about your mother? She straddles him and keeps kissing.

Work. I have to go to... Boston. This happens all the time. You know how it is. Wherever news happens...

Mary gets off of him, slides back into her seat, buttons her sweater.

No kidding. You certainly are - He searches for any word that will do. Mary jumps in.

As he drives away, she pulls the paper bag out of her pocket, breathes into it.

He listens, signals to Angus he needs a minute, then stops at a reception area. He sorts through the newspapers, pulls out the Atlanta Citizen, flips through it.

What page? He finds Mary's crossword. He looks at it closely, totally confused. It takes him more than a second to get it. He laughs -- then suddenly reality sets in.

But then we wouldn't have heard about horse heaven. Josh and Angus laugh.

Steve turns and looks toward the edge of the fenced off hospital grounds. Dozens of PROTESTORS are camped out - a sorry assortment of oddballs standing at the fence, waving their signs: "SPARE THE LEG", and "HONOR THE FATHER". Many of them carry drawings of a three legged baby wearing a halo. Steve braces himself and heads for the crowd. Half way across, he spots a loner walking from the parking lot. He's 35, chubby, his shirt buttoned one button off so it hangs lower on the left. This is HOWARD. In one hand: a pro-leg sign. In his other hand: a carton of chocolate milk.

Howard stops to lick up the chocolate milk spilling all over his arm. Steve catches up with him.

Steve shoulders his camera, focuses in on Howard's sign. It's an impressively detailed drawing of a judge yanking a baby's third leg off.

Please God, no. He looks for a place to hide but she's running ridiculously fast. It's too late. She's only a few feet away.

No, we're not. I don't know what that means but trust me. We're so not.

Great. Listen, Mary, you seem like a nice girl, and the ten minutes we spent together were --

Mary points to the partially hidden side door of the hospital. A MAN with his face covered, in a nurse's uniform and dress shoes, sneaks out the door unnoticed.

She's on me what, thirty seconds after meeting me, and the chick will not shut up the whole time. I had to fake a work call, gave her the -

I think I'm in the clear, then she does this crossword - she works for the Citizen - she does this crossword all about me, and as if that's not crazy enough, she shows up here.

Jesus, Angus. When a psychotic chick's swinging a machete at your throat, who cares if she's hot?

Crazy, man. The chick is cra-zy. Hartman sits up, totally awake and never happier. He points at Steve.

Hughes, I swear I'll kill you. Hartman waves to Mary to catch up. Angus sees her in the mirror as he drives.

Who cares? Jesus, you guys - Angus hits the brakes. Steve hides behind the seat just as Mary catches up with the van.

He's not my friend, he's not your friend. He's just an asshole who thinks it's fun to string you along and make my life hell. He yells toward the tent.

How long do you figure until - Steve's phone rings. He cringes, answers it.

This girl. She's been following me... She's not my girlfriend...

He listens, clenches his teeth, hands the phone to Angus. As Angus listens, Steve grabs his equipment, waits in dread. Angus hangs up the phone, hands it back to Steve.

Considering you probably just cost me my job, maybe you don't want to talk to me right now.

Go home. He jumps in the CNN truck as Angus starts it up. Mary looks around, helpless.

You had to get the pier shot. Had to. Just about got us all killed. Happy?

They're deaf, asshole. They spot Mary and Howard up ahead in the ditch, next to the car on its side.

We're not stopping. Hartman grabs a piece of paper, writes fast.

Highway patrol's down here every hour. It's not like they'll rot in the ditch.

As they get closer, Hartman rolls down his window, folds up the piece of paper.

STEVE (cont'd) They'll have her out before you even make it to the airport... She'll be fine. I promise.

Thank Christ. Now if they can only get her out of there. Angus hangs up his phone.

Mary... she's smart, incredibly smart. She talks a lot. Never boring, I'll tell you that much.

Mary Horowitz doesn't pretend to be anything she's not. She's passionate, beautiful, real... and she definitely doesn't deserve to be where she is now.

Steve glares at Hartman. Corbitt points at the frozen shot on the TV screen, looks at Steve.

Paula, what started out as a routine rehearsal here at the Dallas Medieval Times turned deadly when an employee allegedly turned on his fellow performers. Twenty- four hours later, at least thirty employees are still being held hostage by the assailant, their lives hanging in the balance.

The castle you see behind me is one of eight medieval Times dinner theatre restaurants. Guests who cross the drawbridge enjoy a medieval style feast while watching the main attraction: knights engaging in a battle of strength and skill. The restaurant promises "fun, feasting and fighting" but it appears that this time, fun was in short supply.

A few feet away, Angus frantically takes notes as he talks to a MAINTENANCE WORKER, then slips a piece of paper to Hartman.

Paula, devastating news just in. We have one confirmed death - an Andalusian - a purebred Spanish horse. One of many that perform in the show, and the first innocent victim of a rogue knight's rage...

He takes a moment to fake compose himself, barely getting the words out.

At times like this, I like to think there's a heaven just for horses. A rolling meadow, lush grasses, unlimited supply of... those things horses like to lick - or is that cows? Nevertheless, a beautiful, peaceful place.

Angus hands him another note. Hartman scans it, instantly kills the fake anguish.

But not quite yet. We're the first to report, the horse is not dead, Paula. Not dead. The horse is alive and well after having merely fainted, as it was trained to do for the show. One happy, blessed miracle...

HARTMAN (cont'd) while a deranged madman continues to hold the lives of his coworkers in his depraved hands.

Dammit, Angus. Get it a bit closer to right before you hand it to me. Josh moves in, removes Hartman's mic.

It's that kind of genius that won me the Southeast Idaho Christian Family Coalition's Journalist of the Year award, you ingrates.

(on TV) Perhaps the greatest obstacle the hostage negotiators face is the suspect's refusal to communicate using modern day technology. In keeping with his role as a medieval knight, he's insisting on an eleventh century messenger to deliver all communication.

The police surrounding the castle take aim. Dead silence as the Medieval Times drawbridge lowers.

A KNIGHT walks out, arms raised as high as his squeaking armor will allow, which is not very high, but high enough to get the point across -- Surrender.

"God wouldn't have given my child the third leg if he didn't want her to keep it." But for now, the fate of that precious child's third leg is the hands of a judge... This is Hartman Hughes reporting, live from Oklahoma City.

Steve signals they've cut, lowers his camera. Hartman calls out to Angus.

What if next time I say Baby Peggy is like the wishbone of her parents' dispute?

M'lady. She's a bit stunned and star struck. He offers his hand.

Hartman Hughes. Mary lets go of her tongue, uses her saliva covered hand to shake his.

Mary'. Mary, Mary, Mary. He takes his hand back, discretely wipes it on his pants.

Steve told me you were beautiful. He was going on and on and on and on about it. I had to come see for myself. Great boots.

Listen, Mary, I've been working with Steve for about a year now. The guy is like a brother to me.

Girls follow us around everywhere we go. Who do you think they're after?

Me, of course me, but every once in a while some of them try to land Steve. It's true. Sure he'll go for a few skanks here and there but it's all just a sad attempt to hide his fear. All he wants is to love but he's afraid of opening up, afraid of putting himself out there, afraid of somebody like you, Mary - yes you - afraid of you breaking his heart. Can you blame him?

No! Promise me this. Promise you'll stick around long enough to help him get over that fear. He tells you to go away, don't. He says he thinks you're crazy? You're not. He's crazy, Mary. Crazy not to let down his walls and tell you how he really feels. Can I count on you to hang in there no matter what?

Good girl. The SECURITY GUARD walks past, gestures that they should be behind the fence. Hartman holds up his press pass to get rid of the Guard, then lets go of Mary. He points her toward the protestors, starts backing away.

I'll tell Steve to come find you when we wrap for the day. What side are you on?

You might want to jump camps. No way they're going let that baby keep the third leg and live like a freak. Trust me.

He waves and turns around, starts heading for the press camp. Mary calls out to him.

And like the noble tree frog whose extra leg is nothing if not natural, so Baby Peggy begins the rest of her three legged life... This is Hartman Hughes reporting live from Oklahoma City.

Hartman pulls out his ear piece. Angus, Josh and Steve all look at him, a bit surprised.

Hi beautiful. Mary tries to get a look at Steve but can only see part of his back hunched over behind the seat.

Steve really wants you to follow us. It would mean a lot to him.

He was going to go ask you himself but look at the poor bastard. So sick he can't even sit up straight.

Exactly what I told him, but the only person he wants touching his infected flesh is you.

Hey now, we need you to be strong for him. Leachinan trial, Santa Fe, can you remember that? Mary nods, unable to speak.

Like he's my own. She backs away from the window. Angus waves to her and starts driving.

But the octogenarian Leachman may not have been as innocent as her representatives claimed, at least according to the evidence found at the murder scene.

Whips, hot wax, bamboo skewers, a spanking bench, and perhaps most damaging, a henna tattoo across Ms. Leachman's chest that read "Mrs. Juan Carlos Velasquez".

Mary shakes hands around the table, greets them all in their native tongues.

Don't go, Steve! Look who's here. Mary jumps up - just about knocks the table over, then sustains a number of injuries trying to leap over chairs. At last she makes it to Steve, hugs him.

For the hundredth time, Steve, no, I am not interested in a threesome with you and your new girlfriend. Steve points to Mary.

Everything I said about Steve, about his feelings for you, his hopes, his dreams, his fears, his unexplainable odor, forget about it. Forget everything I said. None of it was true.

Mary's stunned, devastated. She looks like she's going to cry. Hartman and Steve look at each other - what now? Hartman shoves him forward. Steve reluctantly puts a comforting hand on her shoulder.

Because nothing I said comes close to the enormity of Steve's real feelings for you!

Mary perks up. Steve yanks his hand off her shoulder like it's on fire.

It's a love that defies words! Steve jumps him. Hartman fights back. Mary's horrified.

Mary, millions of people believe what I tell them every night. Why shouldn't you?

Steve dives at him. Hartman swings and gets him right in the nose. One of their cell phones ring, then another, then all the guys' phones go off.

And as she left the court room today a free woman, the cheers of her devoted fans carrying her forward -

As you can see, Cloris Leachman's fans have become surprisingly violent despite her victory here today. Add this to the list of the most dangerous locations for journalists. Iraq, Somalia, Lebanon, Sri Lanka... and just about any place Cloris Leachman fans gather.

Hartman Hughes putting his life at risk to report live from Santa Fe, New Mexico.

They cut. Hartman grabs a hand mirror, points to his face, yells out to Steve.

This is my gift, understand, my instrument. Makes no difference if you're walking around looking like Quasimodo.

(yelling his head off) And this time, the warnings were hard to ignore. One Galvestonian told us "tornados, we can handle. Hurricanes we can handle. Bugs we can handle. Put 'em all together and that's a storm I don't need to see". A wise man indeed.

Something off to the side catches Hartman's eye -- it's a picnic table blowing down the street.

Oooh! Get that! Steve gets the shot then pretends to make adjustments to his camera while he discretely scans the area, on the lookout for Mary.

Paula, this pier was closed to the public twenty-four hours ago, and for good reason.

Steve inches a bit closer for the shot, his footing unstable. Josh moves in and hangs on to Steve to keep him steady.

As I stand here, I can actually feel the structure moving under my feet. The only thing between me and the limitless depths of the sea is this two-by-four railing that -

The railing flies off. Hartman drops to his knees and crawls to the other railing then hangs on for dear life. Steve and Josh struggle to hang on to the camera and each other.

Steve signals,to Hartman to wrap it up fast. Hartman talks slower than ever.

And Paula I have to tell you, not only has my hearing been permanently damaged by the sheer force of the rain hitting my eardrums, but at this point, I'm beginning to wonder if I'll even make it out alive.

He raises his head up for the big finish, gets hammered by the wind and rain.

Steve and Josh start backing up off the pier with Hartman crawling behind them. Steve yells back to him.

Tornadocane my ass. Where the hell were the cicadas? Retards in a mine shaft, now that's a story.

Hartman leans out the window with the paper, waves it around. Steve reaches for it, one hand on the wheel. As he grabs Hartman, the truck starts swerving.

And what went through your mind when you realized they were gone?

Grief too strong for words. That's the best way to describe this tragic, tragic scene. One minute, a merry day at the fair. The next minute, helpless babes savagely sucked into the menacing abyss.

The Teacher bawls even harder. Hartman gives her a "there there" then continues talking to camera.

And here's how hopeless the rescue looks at this moment. The earth surrounding hole is far too perilous for anybody to approach on foot. Moving heavy rescue equipment in too close could mean death for the rescuers as well. Its cold down there, wet, dark, probably a few snakes and rats moving around.

HARTMAN (cont'd) If the hearing impaired children even survived the fall, they're undoubtedly dealing with serious injuries, although some may have had their fall cushioned by their deaf brothers and sisters who dropped before them. Nevertheless, they've got to be in complete misery. Even if one them is telling the next "it'll be okay", it's not like he, or she, can hear a word of it.

To some, a simple crane. To the trapped, innocent, special children -- the answer to their prayers.

The cable lowering the bucket jerks and stops. The crowd gasps. Hartman stays on camera.

Only time will tell. Through the crowd, Steve sees a WOMAN who looks like Mary from the back. fie freezes, then realizes it's not her. Total relief.

Elation here in Louisiana but the danger, far from over as rescuers bring these children up one grubby little face at a time.

Hartman looks off to the side, holds up a finger like he's trying not to cry. He signals Steve to cut.

A happy ending that's left parents across this country wondering - how can I keep my family safe from abandoned mines? Are there abandoned mines in my backyard? Is my child's school built on top of an abandoned mine?

Steve, tell us about Mary, your fiance struggling for her life at the bottom of the abandoned mine as we speak.

They've lowered food and water into the depths of this abandoned mine. The last task of this archaic crane that finally blew its motor. We've been told the new rescue equipment won't make it until daybreak. Until then, all we can do is wait, hope, and of course pray.

First interview is ours. Here comes our girl. Steve, you ready? Grab her arid kiss her then let me start with the questions.

Doug focuses in on Steve. Hartman holds the crowd back so Mary can get to him.

Mary runs toward them -- and keeps on running, right past Steve's open arms.

She heads for her friends at the fence - Howard, Elizabeth, Carlos, George, Lydia, all of the other Protestors. She swan dives right into them. They catch her.

An 1890 Colonial Revival home surrounded by White Oaks. Oversized statue of the Blessed Virgin in the flower bed. Mezuzah on the door. Face still in the newspaper, Mary trips up the steps and skids onto the porch. Her knee starts to bleed.

It's house that's been lived in. Every inch cluttered with old newspapers, family photos, various objet d'art, and books, books and more books. Mary steps out of her boots and marches into the living room where her 50ish mother, MRS. HOROWITZ, sits reading with MR. HOROWITZ (late 50's, professorial head to toe, furrowed brow to worn loafers).MRS. HOROWITZ Good for you, sweetie. Mary pulls the newspapers out of her bag, sorts through them, stacks them on top of the TV.MR. HOROWITZ You get the Post? She hands him the paper.MR. HOROWITZ A ten year old said that?MR. HOROWITZ What happened to your knee? Mary looks down at the blood dripping down from her knee onto her sock. She's completely annoyed - more at the question than the mess.MRS. HOROWITZ Change those socks before your date.MRS. HOROWITZ Mrs. Alchessi says you'll like this one.MRS. HOROWITZ What?MRS. HOROWITZ Mary, it's just a date. This is what normal girls your age do. Mary stops on the stairs.MRS. HANCOCK Of course you are, sweetie. Mary looks at her obviously lying mother and uncomfortable father. Mary's mind reels, like her head is going to explode. Finally, a determination hits her.MR. HOROWITZ You ever want to see grandchildren, you better burn the damn boots. She swats him with her book, tries not to laugh.

Storage room or bedroom? Boxes and books all over the place. In the middle of it all, a bed. On the dresser, a bunch of photos of Mary Tyler Moore in the - MTM in a 1970's. Taped to the mirror, the chosen photo Horowitz smart blue sweater and skirt ensemble. An wears the exact same outfit. Oddly, surprisingly current and actually hot. She leans over the gerbil cage next to her desk, taps to wake up the :Lone, fat occupant.MRS. HOROWITZ Guess who's here.MRS. HOROWITZ Look at you.MRS. HOROWITZ You're beautiful.MRS. HOROWITZ Beautiful and smart. And fun. And interesting. Mary takes a deep breath, lets it out fast.

A bored, CNN jacket wearing Steve looks up to see Mrs. Horowitz descending the stairs. Not far behind, Mary takes each step like her knees are fused together but still manages to look hot. Steve's pleasantly surprised. With one look at Steve, Mary's eyes glaze over as if a choir is screaming "hallelujah" in her brain. As Mary reaches the bottom step --MRS. HOROWITZ And how's your mother?

Mary runs into her room, kneels down in front of the mizrach and crucifix on the wall. Hands clasped in prayer.

Steve waits as Mary walks down the stairs again, this time a bit more relaxed. MRS. HOROWITZ There we go. Mary makes it to the bottom of the stairs, steps into her red boots. Her mother cringes. Steve's a bit surprised at the boots but who cares, Mary's still hot from the knee caps up.MR. HOROWITZ (O.S.) You kids have fun. MRS. HOROWITZ Be careful now. Don't forget your seatbelts. Mrs. Horowitz sees them out the door then heads into the living room. She waves to them out the window, trying to hide her worry but failing miserably. MR. HOROWITZ She'll be fine. They look at each other - a bit of hope, a bit of dread.

Steve unlocks the driver's side door of his SUV while Mary waits at her door, nervous but smiling.V. She works over his face over like it's an ice cream cone.

Mary's parents hear the door open then Mary's footsteps hit the stairs. Mrs. Horowitz jumps up, rushes to meet her. MRS. HOROWITZ Sweetie, what's wrong? What happened? My God, you've barely been gone ten minutes. Mary stops on the stairs, turns back.MR. HOROWITZ That girl makes up her mind the moon is green, it's green. Leave her be. It'll pass. Eventually. Mrs. Horowitz moves away from the stairs, no less worried.

Mary leaps from the doorway and lands on her bed in pencil pose, smiling up at the ceiling.- DAY

A busy newspaper office. COURIERS make deliveries, JOURNALISTS talk at their desks, SECRETARIES count the minutes until they can go home. In the Editor's office, JIM SOLOMAN looks over the newspaper layout with an ASSISTANT.

Let's split the gardening feature into two weeks. Keep them in suspense.

The Assistant points to a blank corner of page 26. Soloman's surprised, and not particularly impressed.

Every single answer is "Steve"? Who the hell is Steve anyway? No wait, I don't care, but I do care that you pissed off our readers. Mary's smile falls a bit.

I thought you knew better than to pull something like this. It's unprofessional, it's -- to him.

Mary stands at the front of the full elevator, smiling, a piece of paper gripped in her hand. MARY (V.0.) When I was a fledgling (that means novice) crossword constructor, I would find comfort in the words of the learned crossword sages. Above all, my hero is Manny Nosowsky, frequent New York Times contributor and all around cruciverbial master.

Mary walks out of the elevator and heads through the office. Nobody seems to notice her. MARY (V.O.) Manny says that a crossword puzzle's greatness can be determined by asking three simple questions. She marches in the direction of the Editor's office. MARY (V.0.) Is it solvable? She almost collides with a mail cart but keeps walking. MARY (V.0.) Is it entertaining? She arrives at the Editor's office, plants her feet in the doorway. MARY (V.O.) Does it s arkle? She looks down at the crossword puzzle in her hands, smiles, holds it out for Soloman. Soloman grabs the crossword and hands it right to the Assistant, who rushes it out the door.

Two OLD LADIES sit under the hair dryers, each doing the Atlanta Citizen crossword puzzle. They're stumped. The first Old Lady hollers over the noise of the dryer. OLD LADY I CAN'T GET ANY OF THESE! The other Old Lady holds up her blank crossword, shrugs.

The TAXI DRIVER sits in the parked taxi doing the crossword. TAXI DRIVER This is bullshit.

A long haired GUY gets up from his seat, puts his coat on. male EXECUTIVE sits down and spots the newspaper opened to the crossword puzzle.

Don't even bother, man. I don't know what the deal is, but it looks like all the answers are --

Mary shines the light on her knee. Her previous cut is now gaping wound, blood is all over the place.

Soloman holds up the crossword page.PAYROLL CLERK She forgot her severance.

Mary walks up to the front steps where Mr. Horowitz sitsMR. HOROWITZ Interesting way to go.MR. HOROWITZ They like it? She points to the other newspaper in his lap.MR. HOROWITZ Neshama, the puzzle. How'd it go? She looks around. Nowhere to run.MR. HOROWITZ And Steve?MR. HOROWITZ I don't want you getting your hopes up too much.

waiting for her. She sits down beside him. He holds up Atlanta Citizen crossword.

An exec office. Steve relaxes on the sofa next to Angus while Hartman noses around the office.

You're set. KDFW's on site now. Angus and Steve start to get up.

Hang on. They sit. Corbitt grabs the remote control, turns the TV on.

Anybody want to tell me about this? He fast forwards through footage of Hartman reporting from a greenhouse. Corbitt slows it to normal speed, mutes it. They watch as Hartman interviews an attractive female BOTANIST holding a test tube with a seedling in it. Hartman keeps pointing to the seedling - which happens to be right in front of the Botanist's generous breasts.

The camera gets closer and closer - each time it pulls away Hartman points to the seedling again to force the camera in close - basically turning the piece into a giant boob-fest.

Hartman, Angus and Steve walk out. Steve nods to Hartman - thanks asshole.

Mary does a crossword while soaking in the bathtub. Without missing an answer, she reaches over the side of the tub, grabs the telephone on the floor. She checks the dial tone, hangs up quickly, continues with the puzzle.

Towel wrapped around her but barely covering, Mary reaches the top of the stairs. Her wet feet sliding all over the place, she opts for the safety of a banister slide. She gets up on it, slides a few inches before realizing what a bad idea it was.MRS. HOROWITZ Mary, you remember the Hancocks.MRS. HANCOCK Loved this week's puzzle, dear. Whoever Steve is, he must be a very lucky young man. Mr. Horowitz gives Mrs. Hancock a look - "don't encourage her".MR. HOROWITZ And where exactly will this radiation take place? Mary rushes to the TV, turns it on, flips it to CNN. ON THE TV: A shot of the Medieval Times castle in Dallas, TX. The banner on the screen reads "WORKPLACE KILLING".

PASSENGERS board the bus destined for Dallas. Way too excited in her red boots, Mary is the last in line. She hugs her mother then jumps up onto the first step of the bus. Mr. Horowitz holds Mary's knapsack and Kroger bag, shakes his head in disbelief. MR. HOROWITZ This is nuts. Mary takes the bags from him.MRS. HOROWITZ That's beautiful, sweetie. You sure you won't take mine instead? She tries to switch her leather bag for Mary's Kroger bag. Mary resists, points back and forth between the two bags.MR. HOROWITZ That Steve shows any disrespect, you're on the next bus back here.I don't know when I'll be back but I do know this- The door shuts in her face.

Let's go already! She steps up one more step, yells out to her parents and the

We'll just take five minutes here. He steps off the bus. Mary turns to the man next to her.

Local and national NEWS CREWS are camped across the road from the Medieval Times castle. Among them, Steve holds the CNN camera on Hartman. A young audio tech JOSH hovers nearby.

The bus is full. Most PASSENGERS sleep. Mary sits in the aisle seat of the first row, a BURLY MAN in his 60's beside her. The light above their seats illuminates the crossword puzzle he's working on. Mary looks over his shoulder, points to the blank spaces in his puzzle.

The Driver looks at the passengers. Most of them are still sleeping.

Mary walks into the restaurant, heads toward the ladies room. On her way, she spots a television behind the counter. A few DINERS watch. Mary joins them. On the TV: "MEDIEVAL TIMES HOSTAGE CRISIS".

Have the negotiators located any homing pigeons? Where do you even get them in this day and age?

Mary runs out into the parking lot. The bus is gone.TRUCK DRIVER Can't say I do.TRUCK DRIVER I'm headed that way. He points to his truck. Mary looks at the truck, looks at him, looks at the truck, thinks about it for a long time. With no sign of an answer forthcoming, the Truck Driver keeps walking to his rig. When he's just about there, Mary yells out to him.TRUCK DRIVER Road kill?TRUCK DRIVER No.TRUCK DRIVER Would I tell you if I did?TRUCK DRIVER Wait for the next bus if that suits you. He climbs into the truck. Mary runs to catch up with him.TRUCK DRIVER Afraid not.TRUCK DRIVER/NORM Good to meet you... I think. Still holding the license, she digs in her Kroger bag, pulls out a large black magic marker. She pushes up her sleeve and writes Norm's license number in huge print down her arm.

Steve reloads his battery camera at the rental van. Angus looks over paperwork.

Norm drives as Mary drones on while flipping through a truck repair manual.

Norm's truck drives away, leaving Mary standing on the side of Interstate 35. She looks across the road to the Medieval Times -- it's completely deserted.MARY (V.O.) That's what's great about crosswords, and life. Every once in a while, you get a surprise. She heads back to the interstate, starts walking.

Mary walks past TV in the bus station tuned to Fox News. On every screen - images of an upset WOMAN dodging press to get through the doors of Children's Hospital, Oklahoma City. The screen caption: "The Fight for Baby Peggy".

Mary's parents share the phone. MR. HOROWITZ Last time I checked, freeway 20 still heads right back here.

Mrs. Horowitz hangs up the phone. Mr. Horowitz walks to the TV, turns it on, flips stations. MR. HOROWITZ Oklahoma. Images of the Oklahoma hospital vigil are everywhere. Captions like "Breaking News: Baby Peggy" flash across the screen.

Dozens of local and national news vans line the streets surrounding the hospital. A long line of news crews, views of the hospital's admitting entrance behind them. At one end of the line, a male KOCO (Oklahoma) REPORTER talks to camera. KOCO REPORTER Eleven months ago, the child we've come to know as Baby Peggy was born with an extremely rare birth defect, a third leg. Shortly after the birth, her parents Misty and Bill Dunlevy separated. Now with joint custody, one parent wants the baby to keep the third leg, the other wants it gone... A few feet away, a female FOX NEWS REPORTER is on camera. FOX NEWS REPORTER After months of legal wrangling, a judge has ordered in favor of the mother. Amputation surgery is scheduled for Wednesday but the father, Bill Dunlevy, isn't about to give up. As his lawyers work to secure an injunction, the devoted father rallies public support for the extra limb. At the end of the long line of news crews, Steve has the camera on Hartman.

I haven't made up my mind yet. Both parties have valid arguments.

Guilty or not? They all think about it. A greasy haired Shaman CLYDE steps up behind them.

Mary makes herself busy putting the handy wipe in her Kroger bag then looks out the window.

You know what my favorite part of doing crosswords is? When you know something you didn't think you knew.

Mary thinks about it, then turns back to looking out the window.

Hang on. He hits the brakes, starts backing up as quickly as possible. Mary looks ahead -- sees what looks like a tornado up ahead.

We'll just have to wait for this to pass, then we'll keep going. It'll be okay.

They look down to the road just in time to see Howard's car picked up and blown right through the underpass, landing on its side in a ditch fifty yards away.

I went to school for physics but got bored. Now I just make these and sell them on appleheadsrule.com. I was going to give that one to my girlfriend in Bangor but I can make her another one. She'd probably prefer a Stephen Hawking one anyway. Science is her life. Not like my girlfriend in Tacoma. She's really into Jesus. Same as my other girlfriend in Duluth.

Maybe I'll meet them in person one day. They're just so far away and I don't get out much, not farther than the apple orchard or the post office anyway.

I saw the people on TV fighting for Baby Peggy. It wasn't far from my house, and the people there looked nice enough, so I went. I thought I had everything I needed at home but then I thought, maybe there's more.

"Please meet..." He looks at Mary, disgusted, continues reading.

No kidding. She rushes to the car, Howard joins her. They push the car ey with everything they have, it tips back onto its wheels. Th jump in the car and start it up.

She'll be okay. She will. Howard looks behind him at the ever growing crowd.

In retrospect, and I say this with some hesitation because I don't like to have actual regrets so I'll just say I'm beginning to perpend -

I'm beginning to perpend whether or not eating three bags of caramel corn for lunch was the smartest thing to do. Honestly I'm this close to spewing...

Mary reaches the end of the path and stops, waits for everybody else to catch up. They're in complete awe of the monstrous Georgian estate before them.

HOSPITAL STAFF, PROTESTORS and the curious PUBLIC approach the hospital grounds. A taxi inches through the crowd. It barely stops when Mary leaps out like she's late for a Yanni concert.

Mary steps onto the hospital grounds and looks all around her - NEWS CREWS circulate, PATIENTS and staff walk in and out of the hospital, protestors line the fence. Somewhere in the middle, she finds what she's hunting for -- Steve. Mary's face lights up and she starts running toward him - in her mind, no doubt in slow motion, with clouds parting to light her way. Steve's attention is drawn away from the interview with Howard. He spots Mary running toward him, arms outstretched.SECURITY GUARD Miss, if you want to be here, you're going to have to stay behind the fence. Mary turns to see what he's pointing at - the growing crowd of protestors off in the distance. They wave their signs around, cry, sing and sway together, their painful song barely audible from afar.

Near, far, wherever you are, we believe that the leg should stay on...

Mary watches, paralyzed with awe, like seeing herself in the mirror for the first time ever. At last, she has found her people.

An overweight 30ish woman ELIZABETH (who shouldn't be wearing those low rise pants and cropped tee) lights a bunch of candles in the grass behind the protestor fence. She reaches the last candle in line just as Mary walks up to join the group. Elizabeth looks up at Mary, smiles."3 LEGS ARE NOT BETTER THAN 2".

This is the pro-leg group over here. We're supporting Baby Peggy's dad in his fight to save the baby's third leg.

She points to the end of the fenced off area where only a few protestors hold anti-leg signs:"NORMAL LIFE FOR BABY PEGGY",

You see? When you sing loud enough and when your signs are big enough, people listen!

Go, go on. I'll watch your stuff. Mary drops her bags, runs toward the media camp.

Sign my book before you go? Elizabeth hands her the ratty hand decorated book and a pen.

Not really. Mary is stunned. She takes a minute to realize it's real, gets excited. From behind her:

Mary, have you met Howard? Mary shakes her head. Howard offers his hand. It's got dried chocolate milk all over it. She takes it.

Mary, Howard. Howard, Mary. Mary, Howard's got a car, you know. He can drive us.

I wish, but I only left enough cat food out for two days. I'll miss you guys!

Elizabeth hugs them both, jumps on the bus. Howard and Mary watch as she struggles to her seat with all the signs.

Mr. and Mrs. Horowitz watch TV and read at the same time. The TV is on mute --- CNN's Baby Peggy coverage. In the corner of the screen, "amputation countdown - 35 hours". Shots of the protestors' candlelight vigil appear on the screen. Mrs. Horowitz spots Mary in the crowd, standing next to Elizabeth. She sings and waves her candle around, all the while straining to look for Steve. MRS. HOROWITZ There she is! Abe, look! There she is right there. Mr. Horowitz glances up from his book. MR. HOROWITZ She's going to set her hair on fire with that candle. MRS. HOROWITZ Look, she's made friends. Mrs. Horowitz tries not to cry.

At the back doors of the rental van, Steve and Angus work on laptops. Steve confides in Angus, trying not to wake up Hartman sleeping on the back seat.

A short, 60ish PROTESTOR and his PROTESTOR WIFE talk to an Oklahoma Journal Record NEWSPAPER REPORTER at the fence. PROTESTOR WIFE All we're saying is, wait until Baby Peggy can talk and ask her what she wants to do with the spare. Mary listens in while she dispenses a hot chocolate from another protestor's backpack thermos. She finishes pouring, taps the guy on the shoulder.YOUNG PROTESTOR Hartman Hughes'. Without missing a step, Hartman grabs a pen from his pocket and autographs the guy's sign whether he wants it or not, then continues on with Mary.

Angus is on his phone as Steve rushes to set up his equipment. Hartman arrives back at the van.

News spreads around the pro-leg protestors camp. They all start hollering with joy. The disappointed anti-leg protestors ditch their signs and storm off.

Mr. Horowitz is asleep in front of the TV. He wakes up as the amputation countdown clock on the news stops.

The news crews line the hospital entrance once again. KOCO REPORTER With mere hours to spare, the Dunlevys reconciled, agreeing to halt surgery until Baby Peggy is old enough to decide for herself. Further down the row of reporters: FOX NEWS REPORTER And while dozens of children fight for their lives behind these walls, Baby Peggy won't be one of them. With surgery cancelled, it's time for the Dunlevys to be a family once again. Past a few more news crews, at the end the line, Steve has the camera on Hartman.

Mary celebrates with the other protestors. The Protestor and his Protestor Wife cry tears of joy. Mary pulls a tissue out of her bag, hands it over. The husband takes it, turns away and wipes his eyes.

Angus at the wheel, Hartman in the passenger seat. In the back, Steve nervously looks out the windows. Josh gets in next to him. Angus starts driving slowly across the grass behind other news vans. Steve finally relaxes.

Only a few protestors remain. Abandoned signs and garbage cover the grass. Elizabeth gets autographs from other protestors like it's the last day of high school. Mary runs up, grabs her bags.HOWARD (O.S.) I'll go too. Mary turns around and spots Howard.MARY (V.0.) Here's something you never see in crosswords, two letter words, and thank goodness for that. The word "go": not fun. The word "vamoose": super fun. You see? crosswords are just like life in that way - they're only boring if you have no sense of adventure.

Howard starts the car. In the passenger seat, Elizabeth has a bunch of the protest signs crammed in at her feet. Mary gets settled in the back seat, spots a copy of Scientific American magazine, then finds an apple stuck behind the seat belt. She yanks the apple out, looks at it. Howard looks at her in the rear view mirror.

Howard's car merges onto the highway, westbound toward New Mexico and into the night. Mary sleep talks in the back.

A media extravaganza - local, national and this time, international news teams. A REPORTER for Inside Edition talks on camera. INSIDE EDITION REPORTER This tragedy began eight months ago in what was once paradise - the Elysium Sanctuary outside of Taos, New Mexico. For years, celebrities considered the five star meditation resort the only true place for spiritual purification, and with good reason. Nestled in the heart of reclaimed Pueblo Indian lands, the Elysium Sanctuary promised one thing - enlightenment. A COURT TV REPORTER is on camera a few feet away. COURT TV REPORTER But the Elysium Sanctuary would never be the same after tragedy struck last winter. Twenty-six year old resort masseuse Juan Carlos Velasquez found stabbed to death in the meditation villa of beloved star of stage and screen, Cloris Leachman. A bit further down the'line of reporters, an EXTRA! REPORTER is on camera. EXTRA! REPORTER Publicists for the eighty year old Leachman insist her relationship with the deceased Velasquez was no different than with the dozens of other resort personnel attending to Ms. Leachman during her solitude retreat. At the end of the row, Hartman reports.

Elizabeth, Mary and Howard step onto the curb and survey the crowd. On one side, an odd assortment of fans with signs like "FREE CLORIS", "JAIL REAL CRIMINALS, NOT OLD LADIES" and "OSCAR WINNERS DON'T KILL", with photos of Cloris Leachman through the years. On the other side of the crowd, a smaller group of MEXICAN MOURNERS with signs "JUSTICE FOR JUAN", "GUILTY", and "LET THE BITCH FRY".MEXICAN MOURNERS jMuerte! iMuerte! iMuerte!

Shhhh. He puts his hands on the sides of her head. Mary's confused and a bit freaked out.

Mary goes to speak, stops herself. Clyde keeps his hands still on her head, looks into her eyes.

Suddenly, Mary spots Hartman, Steve and Angus rush past. She breaks away from Clyde, rushes along the fence to catch up.

Mary walks among the news vans. At the entrance to a nearby tent, Hartman spots her, waves her over.

A briefing area is set up - folding chairs, table, podium. A bunch of male journalists sit around the table playing poker - Vince (CNN), DOUG (CNN), the COURT TV REPORTER, a BBC NEWS PHOTOGRAPHER, a FRENCH PHOTOGRAPHER, A SPANISH JOURNALIST and Angus. Hartman escorts Mary in. The guys perk up a bit.SPANISH JOURNALIST She's in. Doug throws in some cash as Vince starts to deal.

Come on, the guy wears makeup. The guys all start pulling out cash to place bets. Mary spots the cash changing hands.

Howard wanders through the crowd wearing an "I V Cloris" t- shirt over his own. He passes a VENDOR selling "Innocence Beads", "Acquittal Incense" and "autographed" Cloris Leachman photos. The crowd continues to grow. A Candles are lit, healing rituals performed, donuts passed around.

Mary holds her cards close to her.BBC NEWS PHOTOGRAPHER Darling, you in or not?

He holds her back at arm's length, looks at her, goes speak then stops himself, pulls her outside the tent.

Steve tries to stay calm talking to Mary.HUGHES! Hartman peeks out of the tent.

At the poker table, the guys hear scuffling outside. BBC NEWS PHOTOGRAPHER Fight! They all jump up and run out of the tent.

Steve gets a few jabs to Hartman as the rest of the guys calmly watch.BBC NEWS PHOTOGRAPHER Somebody's going to be crying in a minute. Angus hugs Mary to "console" her. Hartman gets Steve in a headlock. Mary can't even watch. SPANISH JOURNALIST I'm going to go with Hughes on this one.

Ohhhh! Hartman drops to his knees, tries to pull himself together.

The crowd cheers as CLORIS LEACHMAN is whisked out of the court house and into a police car. She waves to her fans as she goes. The Court TV Reporter is on camera. COURT TV REPORTER The end to a difficult and often emotional trial, the verdict finally in, Cloris Leachman found not guilty of the murder of her twenty-six year old lover Juan Carlos Velasquez. Down the row of journalists, the BBC CREW. BBC JOURNALIST After a devastating eight months, Leachman at last vindicated despite overwhelming evidence against her. Six more cameras down, the French Reporter. FRENCH REPORTERMARY (O.S.) OH MY GOD, STEVE, YOU'RE BLEEDING! The camera is knocked out of position as Mary rushes Steve. Angus steps in and pulls her away. A COP grabs her. Mary looks back to Steve as she's dragged back to the fan area.

Eyewitness testimony, fingerprints on every inch of the body, the murder weapon still warm in her Chanel handbag -

And finally at the end of the line, Hartman - his hair a mess, his lip cut, his mood sour.

A few feet away filming, Steve's nose bleeds down his chin and shirt.

A furious Corbitt holds the phone and replays the live shot of Hartman at the court house. MARY (O.S., ON TV) OH MY GOD, STEVE, YOU'RE BLEEDING!... OH MY GOD, STEVE, YOU'RE BLEEDING!... OH MY GOD, STEVE, YOU'RE BLEEDING!

Elizabeth runs around hugging other fans as Mary stands at the fence watching the press wrap up, worried. Clyde the Shaman joins her at the fence, looks right at her, raises a finger to his lips.

Mary runs to catch up with Steve, Angus and Hartman as they rush to the trucks. STEVE! STEVE! Angus and Hartman load up the truck as Steve turns back to Mary, seething.

Mary runs to the street behind the CNN truck, stops on the sidewalk. Behind her, a run down rep theater -- "All Above Eve" on the marquee. As she watches the truck drive away, her panic suddenly turns to resolve.

Mary talks on a pay phone. No pacing, no fidgeting. She means business.

Mr. Horowitz talks on the living room phone, his wife on the hallway phone - they look at each other in exasperation. MR. HOROWITZ Enough is enough. You've got to get home, turn in your crossword for next week - MARY (O.S.) I can't think of work at a time like this! MRS. HOROWITZ You can't chase that boy any more. If he doesn't appreciate you it's ridiculous to -

Mr. and Mrs. Horowitz think about it for a second. MRS. HOROWITZ MR. HOROWITZ Twice. Seven times.

Mrs. Horowitz looks at her husband. MRS. HOROWITZ Give Steve my best. MR. HOROWITZ Be careful. MRS. HOROWITZ And eat! A biscuit, anything. A V8 wouldn't kill you.

Elizabeth stands at the bus to Oklahoma City, a pile of Leachman signs at her feet. Mary approaches.

Howard and Mary fasten their seat belts.TNT. CNN ATLANTA - NIGHT The CNN METEOROLOGIST points at the map, images swirling around the Gulf Coast. CNN METEOROLOGIST Hurricane Lorraine, currently rated category four, expected to hit landfall by tomorrow evening. Making the situation even more frightening, that area of Texas currently in the midst of its worst tornado season in history. Tornado images appear on the map. CNN METEOROLOGIST And here's where it gets interesting. A black swarm graphic appears as well. CNN METEOROLOGIST Add the looming cicada migration to the mix and no one knows just how devastating this storm could be.

A WEATHER CHANNEL METEOROLOGIST talks on camera, completely calm. WEATHER CHANNEL METEOROLOGIST Category four hurricane, an F-3 or "severe" tornado, billions upon billions of cicadas -- collectively now being termed a "category fifteen winged tornadocane".

The Hispanic KTFT METEOROLOGIST points to the green screen. KTFT METEOROLOGIST Tornadocane.

The KLUJ METEOROLOGIST looks at his notes, tries to keep it together, half talks to himself. KLUG METEOROLOGIST God really hates us now.

Torrential rain pelts the line of vehicles heading north. The only movement in the southbound lanes -- Howard's car.

In full rain gear, Hartman walks past rows of boarded up businesses. Steve follows him with the camera. Angus, Doug and Josh are close behind. The rain is deafening, the wind ridiculous. It's all Hartman can do to stay on his feet.

Howard and Mary can barely see out the window. The car inches along. Mary digs in a KFC bag, takes out a handy wipe, starts cleaning her body with it.

Hartman stands in the middle of a pier that looks moments away from being carried out to sea. Steve shoots from a spot on the pier a few feet closer to shore but not much safer.OH MY GOD! IT'S MARY! Steve jumps, looks to where Hartman is pointing -- it's a plastic bag floating by in the water.

The northbound lanes now empty, Howard's car is the only one on the road. 1-45 TO GALVESTON TX - DAY

Howard stares out the window, the first look of real fear on his face.

Mary and Howard run up the cement embankment as the rain and winds swirl all around them.

Mr. and Mrs. Horowitz watch images of the storm on TV, the captions read "BREAKING NEWS: KILLER STORM". Mrs. Horowitz crosses herself. Mr. Horowitz puts an arm around her. MR. HOROWITZ She's fine. She's fine. MRS. HOROWITZ This is all your fault. MR. HOROWITZ I know.

Steve is asleep sitting upright in the back of the rental van. A hand caresses his cheek. GIRL'S VOICE Steve... Oh Steve... Steve awakens in panic. GO AWAY, GO AWAY, GO AWAY! Steve looks at the person in front of him -- it's a scared year old MEXICAN BOY.MEXICAN BOY They pay me twenty dollar to wake you. Steve looks outside the van, sees Doug and Hartman laughing hard. The Kid scurries out of the van. Angus gets in, opens up his laptop.

As the storm calms around them, Howard and an exhausted Mary crouch in the sheltered area. They use a little flashlight on Mary's keychain to watch debris blowing by.

eye... a transition metal She barely has the energy to get the word out.

Downed trees, flooded lawns, debris all over the place but all in all, not too bad.

The storm subsided, nothing but a light rain. Howard and Mary stand beside the car on its side in the shallow ditch.

A BUSINESSMAN picks up a newspaper, looks at the front page - it's a photo from the Westminster Garden Show.

A couple of bored REPORTERS sit tapping pens on their desks. FIRST REPORTER Fire, a car chase, anything? SECOND REPORTER There is nothing going on, man. Nada.

15 DEAF KIDS bounce up a small hill, followed by three female TEACHERS. When they finally reach the top, they all st op. Ahead of them, down the hill, the Tri-Parish Fair - complete with carnival rides, pie contests, music, dancing, rodeo and livestock shows.

A messy living room, the TV on, nobody watching it. ON THE TV: "BREAKING NEWS - ABANDONED MINE DISASTER". CNN ANCHOR An abandoned mine shaft on the outskirts of Eunice, Louisiana. The children, apparently all hearing impaired, enjoying a trip' to the county fair, blissfully unaware of the danger that lay ahead.

The FOX NEWS ANCHOR is on camera. FOX NEWS ANCHOR No word yet on injuries. No word on when, or if, rescuers will be able to reach the special needs children. Well continue to bring you news as this tragic story unfolds.

As Mary and Howard try to tip the car, Mary is distracted by a rental van barrelling down the interstate, northbound.

Steve drives, Hartman is next to him. Angus is in the back with Doug and Josh.

Mary spots the rental van approaching, swerving - Hartman waving a piece of paper out the window. As the van passes by, Hartman lets the paper go.

Hartman rolls up the window, happy with himself. Steve slugs him in the arm.

SECURITY PERSONNEL guard the closed entrance and turn away pissed off FAIR PATRONS. At the edge of the fair grounds, the ferris wheel casts a shadow over the rescue site. The whole area has been overtaken by RESCUERS and their equipment. POLICE guard the tape to keep ONLOOKERS back. Local MEDIA circulates. Hartman kneels at the back of the ambulance, holding the hand of one of the Teachers. Steve gets it on camera, all the while looking around, a bit paranoid.

The coal dust covered kids sit in the dark, totally unharmed. A few of them play rock, paper, scissors. Others braid each other's hair. An 8 year old boy signs to his friend. DEAF BOY

Behind the taped off area, a crowd is forming. A school bus pulls up and drops off a bunch more people. They place their stuffed animals, notes, flowers at the tape barrier. A bunch of them start crying. Among them, some familiar faces from the Oklahoma protestors.

Rescuers keep a safe distance from the perilous hole. A RESCUE SUPERVISOR oversees the effort, watches as a bucket is attached to the old crane, barely big enough for one person. A FIREMAN gets in the bucket, doesn't fit. He gets out. A SKINNY FIREMAN is pushed forward. He gets in. The bucket is lowered into the ground. Hartman jumps in front of the scene. Steve follows with the camera.- PUBLIC VIEWING AREA - DAY

Howard searches for a space to park. Every inch of the place is packed with cars, trucks, buses. Mary prays.- RESCUE SITE - DAY

A line of cameras fixed on the opening to the hole. At the ambulances, the Teachers stand wrapped in blankets watching, crying. Steve steps a bit closer to the hole with his camera.

Hey! Buddy! Back it up. Steve backs up, refocuses on the hole as the cable rises. - it's one of the Kids

Finally, a smiling little face appears being carried up by the Fireman.

"I found one. She's fine... Other than not being able to hear, I mean."

That's the last of them! As he hands the kid to safety, the cable jerks. He gets out of the basket just in time before the whole thing - basket and cable -- snaps off and drops into the hole.

Hartman jumps in front of Steve's camera.--- PUBLIC VIEWING AREA - DAY

Mary and Howard run through the crowd. Mary spots George, the Protestor from Oklahoma and his Wife.PROTESTOR WIFE / LYDIA They got eleven out. All fine, thank God. More coming up. - RESCUE SITE - DAY

Steve films as the rescued kids are wrapped in blankets, the Teachers hysterically crying. The Fireman brings up another one. As he's raised to ground level he calls out to the Rescue Supervisor.

Mary celebrates with the other onlookers as if she forgot why she's there. She glances toward the rescue site and spots Steve on the far side. She gets excited all over again, ducks under the tape and runs toward him.

A monitor displays the current broadcast: "Breaking News: Abandoned Mine Accident" CNN ANCHOR Mary Horowitz. A painful high school photo of Mary appears on the screen. Bad hair, bad make-up, ridiculously large smile, unfortunate frilly chemise.

A GUY watches the news on his laptop. NEWS ANCHOR Mary Horowitz. - DAY

Staff members huddle around the TV. ANOTHER NEWS ANCHOR Mary Horowitz. - MEDIA CAMP - DAY

As all the other Journalists scramble, Hartman and Steve are a bit stunned. Angus joins them, puts his phone on speaker. CORBITT (O.S.) Shame about your girlfriend in the pit, Steve, but we've got the inside advantage here so let's use it. Steve shakes his head, not impressed. Angus takes the phone off speaker, steps aside to talk to Corbitt. Steve's phone rings. He answers it, listens, cringes.

Mrs. Horowitz cries into the phone. MRS. HOROWITZ We're coming! Tell her to hang on! Mr. Horowitz runs down the stairs with luggage and Carol the gerbil.

State Troopers hold back the growing crowd. Howard looks toward the rescue site, worried. He tries to sneak under the rope but a State Trooper points him back. - RESCUE SITE - DAY

Near the hole, the Rescue Supervisor consults with the other rescuers and a MINE SAFETY EXPERT. RESCUE SUPERVISOR The new equipment is going to take a while. Let's try and find out what kind of shape our victim's in.MINE SAFETY EXPERT Not at those depths, this whole area is bad enough above ground. We'll never get a signal down there. RESCUE SUPERVISOR Let's keep it simple. Get me a flashlight, a piece of paper and a pencil. An unenthusiastic Hartman steps in front of the camera, the Rescuers in the shot behind him. Doug films. Hartman goes to speak but can't seem to summon his on air personality.

A RETIRED MINE SUPERVISOR comments as a graphic shows the cross section of the mine. As he talks, the graphic animates with a female figure in red boots tumbling into the mine and bouncing off the walls all the way down -- and it plays over and over. RETIRED MINE SUPERVISOR That area was never reinforced up above, no need since the whole eastern tunnel was blocked off in the late Seventies. Of course that would also affect the air quality down there.RETIRED MINE SUPERVISOR Definitely not looking good.

Mr. Horowitz snaps the TV off, furious and worried. An upset Mrs. Horowitz cracks open the curtains, looks outside. MRS. HOROWITZ Who are these people?

A slick, young JOURNALIST stands on the sidewalk in front of the Horowitz house. SLICK JOURNALIST Mary Horowitz, described by those who know her as smart, talkative, very much the girl next door, that is, if the girl next door has a genius level IQ. She's worked for eleven years as the crossword constructor for the Atlanta Citizen and lives right here with her parents. Mr. Horowitz opens the door an is swarmed by Reporters. The Slick Journalist gets right in there. MR. HOROWITZ No, Mary doesn't live with us. She just came over one day and won't leave, but she has her own place. SLICK JOURNALIST Can you comment on the rumors that Mary's fall into the mine was a suicide attempt? MR. HOROWITZ That's ridiculous. Not our Mary. The word depression isn't in her vocabulary. Well, it's in her vocabulary, obviously, but no, nothing ever gets her down. Steady as a rock, that one.

Mary shines her light around on the walls of the mine. Black soot everywhere, a mine track, abandoned equipment.- DAY

A YOUNG RESCUER arrives with the flashlight, pencil and paper. YOUNG RESCUER What should we say? RESCUE SUPERVISOR Tell her help is on the way. We just need her to confirm she's conscious -- here, give me that. The Supervisor grabs the paper and pencil, scribbles the note, ties it to the flashlight. They look up to the thin nylon rope now in place of the snapped cable. The Rescue Supervisor signals for them to drop it. He attaches the flashlight/note, waves to the crane op. The crane swings over, lowers the rope into the hole.

At the hole, the crane reels in the rope, swings it away from the hole. They see the note attached, flashlight gone. RESCUE SUPERVISOR That's a good sign right there. The Young Rescuer grabs the note. RESCUE SUPERVISOR What's it say?YOUNG RESCUER "I think you mean, am i conscious, not am I conscience." RESCUE SUPERVISOR Jesus Christ. YOUNG RESCUER "Conscious means alert and awake. Conscience is your inner morality gauge, you know, the thing that stops you from doing bad things, e.g. killing, stealing, harming helpless animals, and whatnot." RESCUE SUPERVISOR Can we leave her down there? He motions for the Rescuer to continue. YOUNG RESCUER "To answer your question, yes I am conscious. My leg is bleeding but I'll probably live." RESCUE SUPERVISOR Great. YOUNG RESCUER "Yours truly, Mary Horowitz." The other rescuers start to disperse.

The rescue team gathers around. The Young Rescuer the note, reads it slowly and loudly.

"Alive!" splashes across the screen. FOX NEWS ANCHOR Breaking news from Louisiana, we've just received word that abandoned mine victim Mary Horowitz is alive. TNT. HOROWITZ HOUSE - DAY Mr. and Mrs. Horowitz watch the "Alive!" news coverage. Mrs. Horowitz cries. Mr. Horowitz comforts her. TNT. FOX NEWS DESK -- DAY The mine coverage continues. FOX NEWS ANCHOR Also in the mine, a hearing impaired child overlooked in the earlier rescue. Speculation now as to whether or not Mary Horowitz intentionally heaved herself into the mine to save the child after rescuers ignored her pleas.

NANCY GRACE is locked and loaded. NANCY GRACE They missed a child? They missed a child? Can't these people count? Thank goodness for this woman, this Mary Horowitz - let's bring up that picture of her again. The picture of Mary appears on the monitor. NANCY GRACE We're looking at an American hero, folks. It it wasn't for Mary Horowitz, the child would have never been found.

The Rescue Supervisor talks to the Mine Safety Expert. RESCUE SUPERVISOR We've got the whole country watching now, can't afford any more mistakes. The crane from Shreveport is a wash. We're looking at as much as sixteen hours to bring the other one in. MINE SAFETY EXPERT Sixteen hours? If we've got carbon monoxide - RESCUE SUPERVISOR There's air coming in through the top. MINE SAFETY EXPERT Even at a concentration of 5ppm, they could suffocate... We do not have sixteen hours. The Rescue supervisor looks toward the hole, of the severity and hopelessness of their situation showing on his face. RESCUE SUPERVISOR Let's at least get some food and water down there. The rope we've got on there now will handle a small load -- if that damn crane holds. He looks up at the old crane, worried. MINE SAFETY EXPERT Gas masks, oxygen supply, how long? The Rescue Supervisor points around the area - look where we are. RESCUE SUPERVISOR As fast as we can get them here. MINE SAFETY EXPERT Might not be soon enough.

- this The Retired Mine Supervisor is back with a new graphic time an image of adult and child sitting in the mine as gases swirl around them and they eventually slump down onto the mine floor. It plays on a loop. RETIRED MINE SUPERVISOR They're pretty much done.

As night falls, the crowd at the fence starts lighting and candles, passing them around. Among them, George, Lydia, now Carlos, the backpack dispensing hot cocoa guy from Oklahoma. They all look on, worried. Howard stands at the barrier looking more worried than anybody. Elizabeth pushes through the crowd to him. She's wearing red rubber boots.

The headline "Mary Watch" is broadcast on a mammoth screen over Times Square.

PASSENGERS are glued to a news ticker that reads "MARY WATCH, RESCUE UNCERTAIN".

Evening edition newspapers are loaded onto a truck. On the front page - "Mary Watch".

A pair of LAUNDRY SORTERS are glued to the Mary Watch coverage on TV. FOX NEWS ANCHOR The question on everybody's mind tonight is, who is Mary Horowitz? Atlanta affiliate WAGA looks into the mind of an everyday hero. WAGA Reporter CINDY emotes like her life depends on it. WAGA CINDY No one will argue that the city of Atlanta has always been a breeding ground for heroes. Jimmy Carter, Hank Aaron, Ryan Seacrest and now... Mary Horowitz. As the country wonders about what would drive this woman to such an extraordinary act, we went straight to those closest to her.

WAGA Cindy interviews a sweet but NERVOUS OLD LADY. NERVOUS OLD LADY Mary Horowitz was one of my second grade students. Brilliant girl... Darling. Always a smart dresser as I remember. And she once brought me soup when I wasn't well.

WAGA Cindy reports. WAGA CINDY Mary Horowitz, a hero who's devoted her life to caring for the sick and elderly. Clearly a woman with a higher purpose.

A nervous WAL-MART MANAGER poses in the shoe department, holding a pair of red rubber boots. An excited FEMALE REPORTER points to the boots, talks on camera. FEMALE REPORTER Exactly like the boots worn by Mary Horowitz when she slipped into the mine. Were the boots responsible for the accident? The manufacturer refuses to comment. For now, the deadly footwear remains on store shelves, leaving consumers to pay the ultimate price.

Three FOURTEEN YEAR OLD GIRLS shop online. They click on "Mary Boots" - a picture of red rubber boots comes up. A STATES". banner underneath reads "NOW BANNED IN 4 FOURTEEN YEAR OLD GIRL Oh my God, we so have to have them!

I knew Mary Horowitz in college. She caught me trying to cheat off her physics midterm, lectured me for an hour and when she finally stopped talking I asked her out. She said no, said it was because I was, get this - hebetudinous. Can you believe?

WAGA Cindy interviews an attractive male RESEARCHER as he puts away books. He talks as though it still stings:

We dated for a while but she ended it. Said she couldn't stand this -

WAGA Cindy continues her report. WAGA CINDY A heartbreaker, leaving behind a trail of devastation.

A bus pulls up behind other parked and unloading buses. PEOPLE OF ALL AGES file off the buses, holding handmade "SAVE MARY" signs, stuffed animals, flowers, rosary beads, Kleenex. They head toward the fence to join the others.

The spectators all gather, candles in hand, hands joined in silent prayer. An ELDERLY COUPLE hands Howard and Elizabeth candles. Howard looks around at the rest of the crowd - strangers watching, waiting, worried.ELDERLY LADY No, but they know what it's like to be alone, to need a helping hand. That's a good enough reason to be here.

NEIGHBORS hold a candlelight vigil on the lawn. The media catches every minute of it.

Bar PATRONS are silent, glued to the "Mary Watch" coverage on the overhead TV.

The old crane lowers the small rope into the hole, smoke seeping out of the motor. The Rescue Supervisor watches, anxious and helpless. The other Rescuers just watch. Nothing to do but wait.

Mary still talks.LITTLE DEAF GIRL Shut up! I can't hear you but you talk a lot. Totally catches Mary off guard. She fully takes that in. Her demeanor completely shifts, a calm washes over her.,

Mr. and Mrs. Horowitz are glued to the TV. MRS. HOROWITZ Why aren't they doing anything? Mr. Horowitz grabs her hand.

Quiet tension in the bar as the patrons all watch CNN. CNN ANCHOR A tense night in Eunice, Louisiana. Hartman what can you tell us?

Doug films Hartman. In the shot behind him, smoke seeps out of the old crane.AT THE HOLE: The rope hanging into the hole is moving. Rescuers get as close to the hole as possible. RESCUE SUPERVISOR Jesus Christ. Tell me she's not -

Mary cuts two pieces of excess rope off the bottom, attaches each it to the hanging rope using the vice grips as makeshift climbing ascenders.

A shot of the moving rope up above the hole is broadcast. People on the street stop and watch.

The Guys at the bar stand up to watch to the shot of the moving rope on TV.

Mr. and Mrs. Horowitz on the edge of their seats in front of the Mary Watch TV coverage.

The Little Deaf Girl helps Mary move one of the vice grips up the rope. MARY (V.0.) If life is like a crossword puzzle then its worth, its greatness, its raison d'efre should be judged in the same way. Mary grasps the cable with everything she has, pulls up another step. MARY (V.O.) Is it solvable? One of the red boots drops down into the mine shaft.

Mary looks up as the lights above get closer and closer. MARY (V.0.) Is it entertaining?

As the Rescuers, Firemen, Troopers, Media and Public look on, Mary at last appears above ground, the little Girl in her arms. MARY (V.O.) Does it sparkle? The crowd goes nuts. Cameras flash. Rescuers rush to help them onto the ground. An Ambulance Attendant grabs the little Girl, wraps her in a blanket. Mary's eyes flutter in the blinding lights of the cameras pointed at her. She scans the entire crowd. MARY (V.0.) And does it fit? Her eyes fix on a spot in the crowd. She starts running.

Mrs. Horowitz hands her husband the box of Kleenex as they wail and watch Mary on TV, safely above ground.

The customers eat pie while they're glued to images of Mary and the little Girl.

The staff breathe a sigh of relief when they see Mary alive on TV. Jim Soloman stares at the images, happy, acquiescent. JIM SOLOMAN We're going to have to give her her job back. He shakes his head, laughs.

The Laundry Sorters celebrate, then realize their laundry is all pink.

The Large Kid from the Career Day class walks into the living room where his DAD has Mary Watch on TV. The Kid holds up a crossword, half done, and he's not happy about it. LARGE KID Did you start this and not bother finishing it? Do you know how much work goes into making these things? Honestly, Dad. The Kid grabs a pencil to finish the puzzle.

Mary adjusts her eyes to the flashing lights, looks around. An Ambulance Attendant tries to attend to her leg. She waves him off. In bare feet, blood running down her leg, limping, she starts running away from the site toward the media. Steve's watches, genuinely happy to see her. Hartman nudges Doug to get the camera on Steve.

A Greyhound bus travels. MARY (V.0.) My brain is full of all kinds of information, some of it useful, some of it not. MARY (V.0.) (cont'd) I've recently discovered, hiding in the back of my mind, somewhere between astrophysics and a catalog of candy bars of the Seventies, a previously hidden bit of knowledge more important than everything else. It is this...

A huge gated property. Mary opens the gate and walks up a tree covered path, Howard right behind her, all the other Protestors following. For once, Mary isn't doing all the talking.

An abandoned looking trailer sits on top of two 15 - foot - tall oil drums . Distant thunder trembles through the peeling metal panels . The structure is in such disrepair , that surely no one lives here . But then , a light goes on .

A tiny hand sculpts the mud on top of a crawfish hole placed on the floor . We pan up to reveal a little girl examining a baby chicken that appears to be dead . This is HUSHPUPPY , an unkempt and seemingly uncared for six - year - old with a gaze of unmistakable wisdom . Hushpuppy places the chick on the crawfish hole , like a queen on her throne and the chick twitches to life , cheeps twice . Hushpuppy 's esoteric science experiment is interrupted by DISTANT THUNDER . Her eyes stand to attention .

An eerie , harsh wind whips hay and dust through over a giant slumbering pot - belly pig . Hushpuppy , donned in boys ' underpants and a child - sized wife - beater , tip - toes behind the epic creature . She studies it , wonderful , is this the source of the thunder ? With the utmost delicacy , she lays a hand on the pig 's belly . We hear his HUGE BEATING HEART .

A series of glimpses of Hushpuppy 's scientific method . She chases geese , chickens , ducks , dogs around the property - a cross between an abandoned farm and salvage yard . Hushpuppy grabs a baby chick and puts it to her ear . A TINY HEARTBEAT . She listens with focused wonder and intensity .Hushpuppy 's eyes dart up as a MAN 'S VOICE yells -We hear a YOWL as a cat is flung across the room . A window made from a gas station sign opens in a Robinson Crusoe style tree house patched together from storm debris and discarded appliances . A wild man with severe features , a frazz of unkempt hair , and brawler 's scars opens a window made from a metal sign . This is WINDELL EMMETT DOUCET , known to all as WINK -LRB- 39 -RRB- .Wink kills a beer and sends it out the hole in the wall into a basketball hoop attached to a fishing net that stretched 15 feet down to the ground . The net is overflowing with beer cans .

All the time, everywhere, everything's organs be beatin' and squirtin' and talkin' to each other in ways I ca n't understand. Mosta the time they probably just sayin' `` I'm hungry,'' or `` I got ta poop,'' but sometimes they talkin' in codes.

Daddy says, up above the levee, on the dry side, they're afraid of the water like a bunch of babies. They built the wall that cuts us off.

They think we all gon na drown down here. But we ai n't goin' nowhere.

The Bathtub's got more holidays than the whole rest of the world.

Daddy always saying, that up in the dry world, they got none of what we got.

They got fish stuck in plastic wrappers, they got their babies stuck in carriages, and chickens on sticks and all that kind of stuff.

One day, the storm's gon na blow, the ground's gon na sink, and the water's gon na rise up so high, there ai n't gon na be no Bathtub, just a whole bunch of water.

But me and my Daddy, we stay right here. We who the earth is for.

If it was n't for giant snowballs, and the iced age. I would n't even be Hushpuppy, I would just be breakfast.

Kids that got no Mamma, no Daddy and nobody. They got to live in the woods, and eat grass, and steal underpants.

If Daddy do n't get home soon, it's gon na be time for me to start eating my pets.

Daddy says, the first time she looked at me, it made her heart beat so big, that she thought it would blow up. That's why she swam away.

I learned lots of stuff while you gone. If I drink all this here I can burp like a man.

If Daddy kill me, I ai n't gon na be forgotten, I'm recording my story for the scientists of the future.

In a million years, when kids go to school, they gon na know that once there was Hushpuppy and she lived with her Daddy in the Bathtub.

I hope you do die! And after you die, I come to your grave and eat birthday cake all by myself!

Daddy could have turned into a tree, or a bug. There was n't any way to know.

The whole universe depends on everything fitting together just right. If one piece busts, even the smallest piece, the entire universe will get busted.

For every animal that did n't have a Dad to put it in a boat, the end of the world already happened. They're all down below, trying to breathe through water.

Strong animals, they know when your hearts are weak. That makes them hungry and they start coming.

Back when Daddy used to talk about Mamma, he'd say she was so pretty she never even had to turn on the stove.

For the ones we'd never find, we make a funeral the Bathtub way, with no crying allowed.

It was n't no time to sit around crying like a bunch of pussies.

The entire universe depends on everything fitting together just right. If you can fix the broken piece, it can all go right back.

It did n't matter that the water was gone. Sometimes, you can break something so bad, that it ca n't get put back together.

I will. Sometimes in the bed I start shaking and ca n't stop. I got what you got.

They the type of animals that eats their own Mommas and Daddies.

It did n't look like a prison, it looked like a fish tank with no water.

Daddy says, if he ever got so old he could n't drink beer, or catch catfish, that I had to put him in a boat, and set him on fire, so no one could come plug him into the wall.

Everybody looses the thing that made them, it's even how it's supposed to be in nature.

When I relax behind my eyes I see everything that made me flying around in invisible pieces. When I look too hard it goes away, but when it all goes quiet, I see they are right here.

I see that I'm a little piece of a big, big universe, and that makes things right.

When I die, the scientists of the future, they gon na find it all. They gon na know, once there was a Hushpuppy, and she lived with her Daddy in the Bathtub.

This side is still Wink's house. No toys, and no girl stuff over here.

So if I want to come over that side and smack you in the face, that's against the rules. So there's a plus for you.

If the water get real high, we gon na float to the top and we gon na bust through the roof and we gon na ride away, okay?

You never NEVER take these off. I'm your Daddy, and you do what I tell you to do, because it's my job to keep you from dying, ok? So sit back and just listen to me. Close your eyes and go to sleep. CLOSE YOUR EYES!

Why you starin' at me like that? I ca n't sleep with you starin' at me like that.

Do n't be scared, no storm ca n't beat no Doucet. I'm gon na show you. You watch.

Hell yea! I'm right here! I'm right here I ai n't going nowhere. AHHHHHH!

Some day when I'm gone, you gon na be the last man in the bathtub. You have to learn how to feed your house.

Ok, what you do is you hold your hand steady and you just wait for your fish to come. You got ta ball your fist up, this is your punching hand. Ball your fist up in case you have to whack it when they come up.

WHOOOOO YEA! Whooo lord, look what we got. I gotcha. Say `` I gotcha!''

Yea! Hold him down! Now, you hold it down like this, and whack him good with your fist.

Go ahead whack him! You whack him good. Hold him like that and whack him!

When me and Hushpuppy's Mamma first met we was so shy, we used to sit around, and drink beer, and smile at each other. One day we was so shy we just napped.

and Hushpuppy popped into the universe maybe four minutes later.

This water gon na kill us here. We got ta do something ` bout this. I ai n't starvin' to death while them people go grocery shopping up there.

Peter T, do n't hold onto me, hold onto the boat. You gon na be fine.

You wan na throw things? Come on! I can do that too. You want to play that game? Let's throw stuff!

No man. That's just a side effect of being a stupid little girl.

No. You? No! You gon na live a hundred years more. You know what, show me the guns.

I do n't need nothing from you! You keep your hands off her! I do n't need nothing from y' all! Let me go!

Hushpuppy obediently climbs a series of increasingly bigger and bigger oil drums that function like a ladder , up to the door of her house .

We now see Wink in his morning ritual . He opens a cooler with a butchered chicken inside it and tosses the bird on the grill . He goes to the front porch and pours down a bag of dog food . He pulls a clothesline that leads to Hushpuppy 's trailer . A BELL RINGS .Hushpuppy , now wearing pants and a slightly more proper T - shirt , comes running down the oil barrels to her house . She echoes her Daddy .

Hushpuppy devours the whole roast chicken with her hands , getting right in there like it was a candy apple . It looks really yummy . Pigs , dogs , chickens , and cats are chowing down all around her . A hatch opens above her and we realize we 're in the bottom of the Shacko . Wink sticks his head through the hatch and throws corn to the chickens .Hushpuppy rips off a piece of chicken and flings it to a filthy chihuahua with no hair on the back half of its body . This is WINDELL , in spite of her circumstances , quite a handsome young pup .

WIDE , we see Hushpuppy and Wink drift through the marsh . They ride in a severed truck bed floating on top of oil drums . A motor is strapped to the back . A sign on the boat reads `` The Turck '' , Hushpuppy 's spelling of `` Truck '' . They look out to where the water goes all the way to a monolithic , 20 foot wall stretching infinitely into the distance . This levee , the first piece of modern construction we 've seen , encloses the civilized world , protecting it from rising water . The Bathtub is on the wrong side of wall . Wink stares out at the distant factories behind the wall with a peaceful and confident disdain . Hushuppy matches his relaxed defiant expression .He takes a long pull on his beer .Hushpuppy looks over the wall to the Dry Side . It 's an endless sprawl of oil processing power plants without a tree or bird in sight . This is the engine that runs the Northern world .

We fly over marsh and water , coming upon a tiny crop of shanties on an island perched at the very bottom of the land .

CLOSE ON Hushpuppy letting out a WARRIOR SCREAM in a mass of HOLLERING people . They stand on a long and crumbling road surrounded on both sides by water . The rag tag band of revelers charge forward WHOOPING and SHOUTING . Hushpuppy kisses her hand and smacks the town sign . `` Isle de Charles Doucet '' is crossed out and someone has graffitied `` The Bathtub . '' Each party - goer repeats Hushpuppy 's kiss and smack in wild , ritualistic fashion .

The townspeople charge in a rousing parade . Everyone drags trails of beer cans , boat parts , anything they can tie to themselves that makes a lot of noise . They are the hard faces of fishermen and their feisty wives , downtrodden but with a sense of fortitude among them , a community of heart , spirit , passion , and reckless abandon . We see none of the separations that we 're used to in modern society . There is no evidence of politics , religion , class , race or any other divisive ideology . The Bathtub is a place of true and honest unity . Megaphones sticking out a gutted mini - van broadcast the Cajun band playing inside . Fiddle , saw , guitar , and double - bass players struggle to hold onto their instruments and the truck bounces them down a dirt road . They drive under a banner reading `` Welcome to the Bathtub Storm Season ! '' Wink and Hushpuppy rattle along on a float made from the front end of a pickup truck . Over the front cabin rears a giants sculpture of a horse - head made out of wooden spikes , metal plates , and heavy chains . Carnival - dressed maniacs clamber on top . Wink hollers and waves to people . He fires jets of beer into the mouths of the crowd . Hushpuppy dances on the back of the float . Though she 's the tiniest member of this very adult parade , she 's right in the thick of everything . No one is checking I.Ds Here .

The town dances around the band in a clearing in the woods . Everyone is bouncing to the music , smiling and joking with one another .Six babies , each with a racing number pinned to their diaper , are placed by their enthusiastic mammas at a starting - line on a track marked by two adjacent crowds of onlookers . Bets are flying between the spectators as if they 're about to watch a cock - fight .Hushpuppy dances in the cheering crowd , swigging a bottle of something she probably should n't have . A STARTING GUN fires , and the babies make a crawl for it . Most of them are paralysed in tears or bewilderment , but one brave soul toddles towards victory .Hushpuppy looks up at Wink who is dancing with his best friend WALRUS -LRB- 60 -RRB- , a slack jawed , white haired , pinked nosed , handsome devil . A baby crosses the finish line , ahead of the rest , victorious . The crowd goes wild .

All babies to the race! Come up to the starting line! The baby race is about to begin.

Wink opens his trawl net and dumps a massive catch into a picking pan . There 's food to feed a hundred in the haul . No one is a bit fazed though , this is just your average night fishing in the Bathtub . Shrimp , crabs , and small leaping fish struggle over one another for dear life . Hushpuppy helps him sort the catch . Winks 's hands move with virtuosic ease , separating the crabs from the shrimp . She studies Wink 's every move and tries to measure up to her Dad 's proficiency . He does n't demonstrate or explain anything , but we sense there is a system of education in place here . Hushpuppy focuses in on a tiny fish , wriggling and sucking it 's last breaths of air .She pick up a crab , pets its belly . The DIN of the party fades down around her as she listens to its HEARTBEAT .

Explosions everywhere as Bathtubers rampage blasting fireworks down the street instead of into the air . Men dressed as women , women dressed as men , in some kind of reckless esoteric ritual . The SCORE kicks in hard with a tinge of ominous forboding . We sense that in spite of the ecstatic energy , the unbridled joy , that a cloud hangs over this community . The people are parting like it 's there last day on earth , and we feel viscerally , that it could be . Hushpuppy runs in the thick of it behind Wink waving a fountain sparkler . Wink trips and falls . Wink lies on his back on the ground . He sees his daughter watching him , holding the huge sparkler , and they both laugh with sheer joy . Hushpuppy stops over him and points a bottle rocket in his face , the fuse burning . He nods his approval . They watch the fuse burn down to the last moment . She turns it upward , and they watch her rocket join a sky filled with pluming mortars . Hushpuppy looks at the light flickering across Wink 's faces . He 's momentarily peaceful , admiring the spectacular display . Hushpuppy smiles at him with pride . He does n't see her . They run off into the crowd , which is pulsating at the pinnacle of mayhem . The OMINOUS MUSIC shifts gears into a BLASTING PATRIOTIC HYMN of the Bathtub . Throw your fist in the air ! These are the survivors , those who fight for their joy and their history to the last man .Hushpuppy runs right at us with detonating fireworks in both hands , engulfed by light . She swings them toward camera and the screen is engulfed in an inferno of sparks . A white out . Black letters slam down . BEASTS OF THE SOUTHERN WILD

MUSIC CUTS abruptly as a basket of crawfish is slammed in front of camera . The crawfish squirming and struggling for life engulfs the screen .A fearsome , uncompromising leader , sexy like a lady bullfighter , peeks at Hushpuppy over a mass of squirming crawfish . This is MISS BATHSHEBA -LRB- 36 -RRB- . She points to three students , pushing their heads with her finger , each time announcing :The twelve students follow her through a maze of creatures caged in mason jars , basins , and boxes with breathing holes - her educational tools .Miss Bathsheba rolls up the leg of her skirt .Riding her thigh , is tattooed a scene much like a cave painting in Lascaux . In thick black ink , it depicts a battle between early men wielding spears , and giant bull - like animals bearing down over them .Children stare blankly , no one raises their hand . Hushpuppy watches a heroic crawfish crest the basket , fall to the floor , and make a run for it . Miss Bathsheba snatches up the rogue crawdad and flings it back into the vat .She points to a map showing a ragged coastline . On the wrong side of a giant line marked `` levee '' is an island labeled `` The Bathtub . ''A mysterious COLD WIND fills the air . Hushpuppy stares into a wall poster of an ice cliff reading : THE SOUTH POLE .

Every animal is made out of meat. I am meat, ya'll asses meat. Everything is part of the buffet of the universe.

A fierce, mean creature that roamed the earth back when we all lived in caves. They would gobble the cave - babies down right in front of their cave - parents. And the cavemen could n't do nothing about it, because they were too poor, too stupid, too small. Who here thinks the Cavemen were sitting around crying like a buncha pussies?

Y' all better think about that. Cause any day now, the fabric of the universe is coming unraveled. The ice caps gon na melt, the water's gon na rise, and everything south of the levee's going under.

Ai n't gon na be no Bathtub, just a whole bunch of water. Y' all better learn to survive.

Ok, Hushpuppy, here's what I need you to do. You take this medicine and run as fast as you can. Go!

Man you know they got plenty of salt coming into that water, everything beautiful is gone. Trees are gon na dies first, then the animals, then the fish.

This is most important thing I can ever teach y' all. You got to take care of people that's smaller and sweeter than you are.

You so much as piss on that wall, you know what them people gon na do? They gon na smoke us out and stick us in a damn shelter.

CRASH CUT to the PANORAMA of an ice cliff , but now it 's real . We CUT CLOSER to overwhelming white light accompanied by intermittent FROZEN CRACKS that build in frequency and volume .The light dims in intensity to reveal , frozen deep inside the ice wall , barely visible - a fanged , hairy , bloated , stone aged creature , the same as on Miss Bathsheba 's leg . This is an Aurochs .

Hushpuppy climbs a metal ladder made from a railing , up to Wink 's shanty in the trees . Windell , her dirty Chihuahua , follows behind .Hushpuppy bangs on the door of the shacko .Nothing . She goes inside . The house is empty . She checks the Shacko for food . Nothing .

Several hours later , Hushpuppy stands on a metal bin looking into the distance .Like some sort of animal call , she SHRIEKS .

Hushpuppy draws a picture of Wink on a foldout mattress .Hushpuppy lays down next to her drawing of Wink .

Windell , the Chihuahua and the potbelly pig awake to greet the day . Hushpuppy peers into the ground floor of the shacko .No response .

Kids walk home with their parents after a day at the Schoolboat , which we now see is big a yellow houseboat floating on the bayou . Hushpuppy waits alone , no one has come to get her . Miss Bathsheba locks up the door and heads for her small motor boat tied off on the side of the school .Hushpuppy shakes her head ` no ' . Miss Bathsheba 's does n't totally believe her , but she 's not the type to coddle either .Miss Bathsheba motors away . Hushpuppy waits until she 's out of sight and starts walking .

Playing do n't - touch - the - floor , Hushpuppy navigates her house . The room has with holes in the walls blocked with old clothes and paper towels . Homemade toys fill every surface . This is the domain of a child at loose ends . Hushpuppy leaps over her bed - a nook piled with clothes - and plugs in the Christmas lights .We push in on a shrine to her mother : A red basketball jersey . An apron . A sawed - off shotgun . A child 's drawing of a beautiful lady .Hushpuppy takes the jersey down . She puts it over a chair in the dining area . Hushpuppy gets a can of cat food . A pot . Water in a bowl . Her actions have a sad sense of routine to them - she 's been left alone before , and has her own self - invented system for feeding herself . She opens a can of cat food , takes it out with her hand and throws it in a pot . She licks the remnants off her finger .MARIETTA , Hushpuppy 's imaginary , invisible mamma , is speaking from the basketball jersey chair . Marietta functions like an imaginary friend - Hushpuppy is the only one who can see her . Hushpuppy takes the pot , puts it on the stove .Hushpuppy turns on the gas . Hushpuppy goes through her safety precautions : oven mitts , a helmet , she flips the table and hides behind it . She aims the stove lighter : a flame thrower made from a cigarette lighter and a can of spray deodorant . A spray of flames ignites the stove in a FIREBALL . MOMENTS LATER . Hushpuppy behind the bubbling stove . She ties on an apron and sways to the music . She is dressing like her mom . Marietta 's Voice sings to her .Hushpuppy stares into the floating islands of cat food frying in fat , which in her POV is a surreal churning vision , like the bubbling lava at the center of the earth . She 's SHOCKED out of her vision by a YOWLING CAT being flung across the yard .Hushpuppy jumps down from the stove , grabs a bowl of water , and runs to greet Wink ,

Hushpuppy what you doing there? You being good like I taught you?

You're good, you make me happy / you're good, you make me happy.

She clambers down the oil drum ladder spilling her water everywhere in her excitement .Wink does n't turn to acknowledge her as he trudges across the field toward his Shacko . He 's wearing a hospital patient 's smock and no shoes , it seems he checked himself out .Hushpuppy gulps down water , all of it . Wink keeps walking . Hushpuppy BURPS like a man , but he does n't turn around . Hushpuppy stops to examine the situation . Something 's not right here .Hushpuppy tugs his patient 's smock and he shrugs her off violently .She sees his hospital I.D bracelet still on .Hushpuppy whacks Wink 's butt .Wink fakes like he 's gon na smack her .Hushpuppy tears off . Wink storms into the Shacko in the Backo .

Hushpuppy stomps inside . Her cat food is burning , with steam jetting up to the ceiling . She thinks about it for a moment , and turns the burner up . Smoke billows . Hushpuppy grabs her basketball jersey off the chair and jumps over the breakfront counter . Behind her A MASSIVE GREASE EXPLOSION . Hushpuppy ducks down , panicking . She check over the median . The stove is on engulfed in flames . Hushpuppy scrambles under a cardboard box .

The walls of the box are decorated with years of her drawings . In here she feels a strange safety . The FLAMES and BREAKING WINDOWS feel distant and muffled . She draws a hieroglyphic of herself sad and crying on an island with a sun and a palm tree . She peeks out as Wink runs into the house , which is filled with black smoke , flickering flames .Hushpuppy drops the box closed . Smoke billows into the box , filling it up .Hushpuppy draws a bigger figure giving her a hug as Wink 's panicked fury intensifies outside .Wink pulls Hushpuppy 's drawings off the walls , he flings them out the door to safety . Hushpuppy coughs . Wink has heard . He looks toward the box .Hushpuppy and makes a runs for it , flying out the door .

Hushpuppy runs out of Wink 's compound into the woods , Wink on her trail . In the background , the house is a towering inferno .

They run deeper into the swamp .Wink tried to yank her toward home and Hushpuppy refuses . She digs her heels in .Hushpuppy hooks her leg around a tree and holds on . Wink slaps Hushpuppy and she falls face down . He looks away , disgusted with himself .He reaches down and tries to pick her up .Hushpuppy jumps up on her own .Hushpuppy punches Wink in the heart and suddenly EVERYTHING GOES QUIET , as if all the insects in the forest have hushed . All at once , we hear - A HUMAN HEART , beating until there is a SONIC BOOM , an earsplitting CRACK of glacial ice . Hushpuppy turns toward the sound . When she turns back Wink 's face has transformed , wrenches with fear and pain . Wink keels over clutching his arm . Hushpuppy stares , her breath accelerating . Wink 's eyes roll back in his head , he begins to seizure . ANOTHER GLACIAL CRACK rings out . The SPLITTING builds to a DEAFENING ROAR . She covers her ears .

Fissures appear like lightning through the massive ice cliff from the opening of the movie . Hushpuppy runs from the sound , hands over her ears . We INTERCUT with shots of falling glaciers . The universe is coming unravelled . An ice shelf COLLAPSES into the ocean in a MASSIVE AVALANCHE , a wave rolls toward camera .

The wave , now just a tiny ripple , hits Hushpuppy 's feet . Suddenly , the water level rises around her . It overtakes her knees and keeps going . Hushpuppy backs up to shore , terrified . Hushpuppy calls out to a distant beacon flashing on the horizon .

Hushpuppy runs out of the woods toward school in a total panic . In front of the school parents pile their children into a pickup trucks and vans .Miss Bathsheba takes Hushpuppy 's hands as she tries to catch her breath to speak . Clutched in her hand is the hospital bracelet that Wink had been wearing . Bathsheba turns over the diagnostic bracelet and reads it , her eyes widen in recognition and alarm .

Hushpuppy watches Miss Bathsheba frantically pull herbs and roots from her containers of medicinal oddities and pack it into a large medicine jar .Bathsheba hands Hushpuppy the medicine jar .

We see glimpses of nature protecting itself from the impending disaster . Flowers curl up , insects horde food underground , RUSTLING sounds fill the air . Black birds , and bats , and all manner of flying creatures fill the sky . They 're all getting the hell out of dodge . Hushpuppy , quaking with fear , runs through a menacing swamp clutching her medicine jar . The rising winds swirl the marsh grass all around her . Hushpuppy runs to the spot where Wink collapsed . He 's gone . Hushpuppy looks around the swamp , unable to understand .Hushpuppy hides her medicine jar in her storage unit - a leather flap laid over the hollow of an oak tree . The hollow is filled with trinkets and objects she 's collected over the years . Hushpuppy flinches as a shrieking animal calls out . She looks up to see a leaf covered in writhing caterpillars . One of them has been skewered by a beetle and is fighting for it 's life .

Blocks of glaciers roll out of the avalanche and away from Antarctica like floating ice cubes . Embedded in each cube , is an Aurochs . A single ice cube takes over the frame and the mammoth dead Aurochs ' eye stares right at us . Its jaw wide , its fangs bared , the ferocious beast appears to have fossilized mid - pounce . THUNDER BOOMS . We drift upwards into the cloud cover . As we rise above the white canopy , the spiral of a hurricane forms .

STRINGS SWELL under HOWLING WINDS . We follow behind a little boy running down the road with an alarm bell as the people of the Bathtub mobilize in a frenzied evacuation .

Hushpuppy sulks out of the woods , feeling sorry for herself . She looks up and freezes like she 's seen a ghost . Wink hobbles down the road , looking shell - shocked . The traffic on the road moves in one direction : out . Wink walks back into town in the opposite direction . In Hushpuppy 's POV Wink arrives at Lady Jo 's bar where a band of drunken sweethearts are in their regular positions . They are watching the evacuation go by like it 's a Veteran 's Day parade . They giggle and hurl good - natured curses out to a family making their way to safety .Wink dismisses him with a wave of his hand .WINSTON is passed out on the stairs .Without opening his eyes , Winston raises an umbrella over his head . Wink laughs .They burst into a round of drunken applause .He lifts her up by the britches and carries her away .

Look at these assholes running around all over the damn place. C'est la vie assholes!

Goin' on all night ` bout how tonight's the last night on earth we got ta make it count. Talkin' dirty right in front of Peter T.

If I had wings, I know I could have flown in that bad boy. But I would have probably bounced off a tree, or.

Through the bus window , Hushpuppy watches Wink prepare for the storm as branches and debris fly by him . He RANTS to himself and drinks . He ties the Turck onto the house . Hushpuppy looks to where her animals lurch and freeze , run around in circles , pant heavily . They feel it coming . Rain drops start to spatter the window and Wink trips and falls trying to catch a fleeing chicken .

Now , the full force of the storm HOWLS and CLATTERS the shutters . Rain screams against the corrugated metal roof . Wink tapes padding over all sharp corners and plastic wraps the furniture . He 's Hushpuppy - proofing everything . He runs a piece of duct tape across the floor .Wink pushes charred toys from Hushpuppy 's house across the line .Hushpuppy is not able to see the bright side here .He points to a trunk on the floor . Hushpuppy hops down and gets in . Wink sits on his air mattress .Wink puts a pair of mismatching water wings on her .Hushpuppy watches Wink pretending to sleep . The THUNDER scares the bejesus out of him again . She looks to the ceiling where water is starting to pour in steadily . Looks back at Wink who is sneaking a sip from his liquor bottle . He resumes his phony sleep . A strong gust of wind JOLTS the entire room and he springs out of bed .Wink paces the floor .She does n't understand .Hushpuppy nods . THUNDER BOOMS and Wink is the one who flinches .But he can see she 's still scared .Wink grabs a bottle of moonshine and climbs down the hatch in the floor into the storm . Hushpuppy runs to the window and peeks out . OUTSIDE . The frenzy of the hurricane propels Wink at full sprint through the 100 MPH winds . He tears his clothes off and guzzles moonshine as branches fall all around him .Wink fires his shotgun at the heavens .A THUNDER CLAP shakes the house so hard a ceiling beam CRASHES down . Hushpuppy runs to her bed as if it might keep her safe . Windell , swinging from a basket tied to the ceiling , BARKS , panicking herself .

Still in the rainstorm , a glacial cube SHATTERS , flopping a mammoth body onto the shoreline . It 's chest heaves and a LOW SNORT is heard . The animal begins to roll over . Her dinosaur size hoof plants in the mud as she lifts herself up . We stare over the muscular haunch of her body as she stares into the distance . The massive creature turns , testing her limbs after thousands of years of sleep . She looks up to the storm and lets loose a GURGLING ROAR . We sit close on one of her black eyes . There is something dangerously sad in her cold gaze . Her head moves from the frame as she starts forward on her journey .

Silence . The storm has passed . The camera flies high over the Bathtub . The tops of houses poke out from the massive water like lily - pads in a pond .

A slab of metal stares at us , surrounded by water . Something under the metal BANGS TWICE and an axe dislodges a roof panel . The axe twists and leverages off the slab . Wink hefts Hushpuppy on top of the roof . Then Windell . Dishevelled and hung - over , he pulls himself up too . The three survivors stare in stunned silence at their new world .

Wink slowly navigates the Turck in through the flooded landscape where their town had once been . Neither he nor Hushpuppy can say a word . Everything is submerged . Every organism is dead or has fled . The quiet is overwhelming .They pass abandoned house , after abandoned house , the ones on stilts have water up to the porches . Trees are bashed through roofs , walls are blown through , bathrooms exposed .

Wink uses a pole to open a door .No one answers . They push off .

Wink enters an intact house with water up to the porch .Wink leans against the door frame . From his POV we see Hushpuppy on the Turck . She picks a leaf and eats it . Wink shakes his head in dismay , realizing all too clearly his girl is not ready for survival .

The Turck passes through a net of Spanish moss into the belly of a swamp .Wink goes to the edge of the turck and sticks his hand in the water .Hushpuppy puts her right hand in the water .Wink pulls a Catfish out with his bare hand .Wink slams the fish down on the floor of the Turck and pins it .Wink pins the fish and punches it in the face .Hushpuppy pins the fish . She tries to whack it and it cuts her .She hides her cut hand from Wink .Hushpuppy winces in pain .Hushpuppy shakes her head no , trying not to cry .

Hushpuppy has enclosed herself under a table with a tablecloth on it . She 's drawing on the floor with charcoal . Something alive hits the roof and scurries across . We hear the entire house MOAN , or was it a distant ROAR ?Wink 's hacking cough , which has gotten worse since last we heard it , fills the room . Hushpuppy tries to shake him awake . Hushpuppy looks through the gap in his shirt . On Wink 's chest , surrounding his heart , a corroded spider web of purple bruises shows through the skin , like varicose veins covering his entire heart . Hushpuppy 's eyes go wide with horror .

The beacon pulses on the distant horizon .The beacon does not respond .

A cloud of dust circulates particles . The Haze is blinding . A distant RUMBLING grows . Dark shapes tear through the haze in a deafening stampede .We see one at first , then more join rank around it . The Aurochs are charging in a pack . They are a biblical terror ; the horsemen of the apocalypse .

The turck moves through the cypress forest , signs are strewn everywhere pointing to Lady Jo 's bar . It appears abandoned . Suddenly , the door SQUEAKS open . Walrus winces at the sunlight and pops a beer . He steps out the door and SPLASHES into the water .Wink pulls in the Turck and paddles to rescue the thrashing drunkard . They leverage Walrus aboard and lay him out on deck .Wink starts chuckling silently . His chuckle builds to a laugh .

They enter the bar , empty bottles , half eaten crabs , and general party debris are littered everywhere . Little Jo is sprawled on the floor under a table . Is she dead or just wasted ?She awakes with a start and bangs her head on the table .Wink and Walrus run to help her up .They both lift her .Peter T enters from the Bathroom .Peter T speaks in his polite , level - headed , soft sweet voice .Wink jiggles Peter T 's ample belly . Peter T giggles with glee . Wink puts one arm around Walrus and the other around Peter T . He smiles to Hushpuppy . She laughs too , the first smile in quite some days .

The Bathtub crew are lolling in the later party stages . There is a rooster on the table looking like the most sober creature in the room by far .Hushpuppy lays on the table in pile of empty crab shells .The bar crowd chuckles .Wink 's voice FADES DOWN as Hushpuppy 's fantasy takes over . She closes her eyes .

Wink , younger and prettier , naps in an uncharacteristically colorful lawn chair . A LOW , GURGLING GROWL wakes him up . There in the yard , crawling slow and lazy , is a massive 15 - foot alligator , breathing the heavy , slutty way alligators breathe . A topless woman steps in front . Sweat beading on her perfect shoulder blades , down her perfect , back ending in a pair of boys ' underpants - just like Hushpuppy 's . Throughout Hushpuppy 's vision , we never see Marietta 's face , it 's always covered , shot from the back , or out of frame . Marietta cocks the shotgun with one hand , Terminator 2 style . Lowers it on the gator . BLAM . Wink sits up in SLOW MOTION - her panties , and her long naked legs are covered with gator blood . She turns to Wink , her head ABOVE FRAME . CLOSE UP on her eye . She winks .

We follow behind Marietta 's supple curves as she walks into the kitchen . Her white slip is almost see through . almost .She runs her fingers along the counter and the burners IGNITE one by one as she passes .Water starts to bubbles like a spontaneous volcanic eruption . Marietta reaches into the frigidaire , and pulls out two ice - cold beers . Ice melts down the bottles . She opens them on the counter , flawlessly . She walks over to Wink . Stands there . A hot mess . Wink 's voice FADES UP .

Wink tips his drink .He empties the glass , sufficiently drunk now .Wink looks away , lost in his own fantasy .

Over Marietta 's shoulder , beads of sweat form along the strap of her slip . Good Lord . Wink looks , and meets her eyes . The gaze of a proud and smitten man . Grits fall through the chimney vent , into the boiling water . Dancing like all the invisible particles of the universe .

Hushpuppy stares hard , her face locked in pride and determination . Filling with all the strength and heroism of her long - lost mother . She 's ready to snap into action .

ENERGETIC MUSIC drops and we move in a semi - montage through Hushpuppy 's search for survivors . Hushpuppy rows the Turck through the flooded Bathtub by herself . In the distance she sees a lone horse . It stands on an tiny island of land , the last high ground in an endless stretch of water . The horse holds Hushpuppy 's gaze . She hears it 's strong , resilient HEARTBEAT . They are one and the same .

Hushpuppy approaches Schoolboat , which has weathered the storm relatively intact .

Hushpuppy opens the door . We hear RUSTLING and WHISPERING inside school . It 's three little girls left behind in the storm . JOY STRONG , a tall , wild - haired leader ; LIZARD , a tiny thing in a giant man 's tee shirt , and T - LOU , the muscle of this girl gang , looking very meek in her desperate condition . The girls are huddled against each other , terrified , hungry , and alone .

Miss Bathsheba , shell - shocked but steadfast , steers the boat toward the bar , the four girls now safely in her care . From the inside we hear CAROUSING , TOASTING , and RAUCOUS CAJUN MUSIC .

Wink pours a mountain of crab and shrimp at a great communal table , assembled from many different tables .He sends a feast sliding across the floor under the table , where Joy , T - Lou , and Lizard dig in . Wink has decorated the bar with all the waterlogged relics of the Bathtub . The room is a shrine of people 's chairs , umbrellas , clothing . We 're late in the game , and the party has descended into utter debauchery . Jean raises a glass .Miss Bathsheba pour shots and toasts .Hushpuppy struggles to peel her shrimps , sitting on top of the table .Drunken Wink is giving drunken Walrus a bath as he eats .Hushpuppy picks up a crab . She tries to pound it open , tries yanking on a leg . She ca n't shell it .Hushpuppy sits down next to Jean , a good pupil .Hushpuppy follows instruction in deep concentration , but a bit tentative . We see Wink look away from Walrus and Jo 's bawdy humor extravaganza and focus in on Hushpuppy . His disdain is palpable for this froufrou shelling technique .Jean holds Hushpuppy 's hand and guides a knife to open the belly of the crab .Wink POUNDS the table . And the party falls suddenly silent . Wink pushes the utensil away . He grabs a crab , opens it in three virtuosic hand motions . Grease and spice explode everywhere and Wink sucks the face of the crab clean . It is beautiful to watch . He slams a fresh crab in front of Hushpuppy .Hushpuppy looks to Miss Bathsheba for guidance .Hushpuppy pulls on the crab shell with all her might . She does n't have the power .The kids jump out from under the table and chant . Hushpuppy is turning blue , her eyes bulge with effort . CRACK ! Hushpuppy opens the crab claw and sucks down the meat . Everyone goes wild with applause ! The kids too ! Hushpuppy stands up , ascending to the top of the table . She lets loose a WARRIOR CRY and flexes her muscles , deadly triumphant . Little Jo gets so excited she starts dancing on the table . She CACKLES and jitterbugs wildly . Walrus gets up to join her . Jean gets up and dances too . All the kids get up . Wink glows with pride . Miss Bathsheba smiles .

Do n't be scared of it now. Now, you take this knife, and you pop this off.

Go home! Everybody get up! Do n't you want to go home? Lets go! These people do n't care about you!

A ship at my side starts her motors and sails for the gulf. I watch her until she disappears. `` There! She's gone!'' Gone where? Gone from my eyes, that's all. She's just as big as when she left me. And somewhere else, other voices are calling out, `` Here she comes!'' And that is dying.

A DRIVING SCORE kicks in as we MONTAGE through the transformation of the Schoolboat into a ramshackle Ark. .The survivors whittle sticks into spears , bend metal debris into spikes .Jean Battiste , cackling wildly , hauls a thrashing goat onto a floating animal pen . Chicken coops , snake cages , a pig pen are stacking precariously .Rafts are lashed to the sides of the school . Every floating structure left in town is hauled in and added to the Ark. . Peter T ties on a floating vegetable garden . In WIDE we see what looks like a small village of floating structures forming .

Miss Bathsheba puts Lizard 's head in her lap , Lizard is playing as if she 's unconscious after hyperventilating .She takes Hushpuppy 's hand and places it on Lizard 's chest . She moves her hand in a circular motion .Tee - Lou runs to get a handful of water .Joy turns her back . Miss Bathsheba shakes her head . Tee - Lou returns and pours water on Lizard 's head , cooling her .Hushpuppy registers this advice , takes it to heart . She rubs Lizard 's chest with delicacy and affection . Lizard 's breathing returns to normal , and she sits up peacefully . Hushpuppy is awestruck . Bathsheba gets to her feet .

Hushpuppy watches Wink sleeping . His breathing has gotten worse . She tiptoes up with her red basketball jersey and lays it down on Wink , tucking him in just right . A DISTANT RUMBLING is heard . Cutting off suddenly as we .

A quiet town , not unlike the Bathtub , but with tangled power - lines , electrical towers , and layered hills . A stone flies from behind a house and bounces down the street , denting the silence . Slowly , the peaceful morning transitions into MORE RUMBLING , a distant CRACK . Suddenly the house in the foreground explodes to smithereens and the head of an Aurochs drives through it . Without breaking step , Aurochs maraud the village , trampling it into oblivion . We settle close on an Aurochs eye , emotionless and relentless in its calm .

Wink , Hushpuppy , and the Bathtub crew pole the Turck through a lake blanketed with carcasses , pushing through the dead fish , dead porpoises , dead alligator garfish like they were lily pads . There is no wind , only dense wet heat searing on the faces of the characters . The once green foliage has gone brown and thirsty .Wink empties his net - nothing but a pile of carcasses . He tips it back into the water . Wink pulls himself to the edge and sticks his head under to look for fish . Hushpuppy looks at him with an air of doubt for the first time . Wink looks ridiculous , a dead fish drifts off his head .Wink pulls his head back up .Hushpuppy fidgets guiltily .Wink lowers his net back in the water .

The kids sleep on Miss Bathsheba in a big pile on the floor . Hushpuppy wakes hearing SHIFTING and a SNAP behind her . Peter T is uncapping a shotgun shell and pouring black powder into a small jar . She looks out the window where Jean Battiste is unhooking a propane container from Miss Bathsheba 's burner . He opens her chest freezer and hefts out a 12 - foot garfish , dropping the container in the water .Wink sneaks up and whispers to Hushpuppy .Hushpuppy is instantly concerned , she 's heard this line before , and it always leads to trouble .Wink pounds his chest in solidarity . Hushpuppy matches his pound , but without confidence .Wink and Hushpuppy look Walrus - the face of doddering drunken bewilderment . A goat licks him . Hushpuppy is not comforted .Wink can see he 's getting nowhere .The DOOR CLOSING wakes Miss Bathsheba up . She scans the room , noticing the three missing people .Walrus is intimidated into silence .Hushpuppy watches Miss Bathsheba go for her boat keys .Hushpuppy scurries out the side window , escaping outside before Miss Bathsheba sees her .

Wink , Jean Battiste , and Peter T keep their heads above water as they float under the tarp behind the truck bed . Peter T is wearing a life jacket and still has his top hat on .Jean Battiste duct tapes fireworks around the bomb : a propane tank with an igniter made from a battery and a pouch of black powder . He inserts the bomb into the stomach cavity of a giant garfish carcass . Wink shoves two propane tanks inside the belly of the garfish . He hands a rope attached to the igniter to Peter T.Jean Battiste is hesitant . Wink gives Jean Battiste a confident nod .Jean Battiste carefully unravels the string that leads to the fuse . He shoves the igniter down the mouth of the garfish .

The Turck pulls into an enclosed segment of the levee , Wink bobs out from under the Turck and latches a pre - made tether running out of the garfish to a handle on the wall . He bobs back under the boat .

Hushpuppy dives under the fishing net on a motor boat just before Miss Bathsheba charges outside and keys the ignition . Hushpuppy peeks out and the boat roars to life and rips across the water .

He looks , Peter T has both hands on the Turck .Peter T thinks a moment .Wink dunks under water .

Wink surfaces in front of the igniter rope . As he grabs the rope , Bathsheba 's snake catcher snares his hand and pulls his arm against the side of her Jon boat .Hushpuppy watches the struggle in hiding . Bathsheba wrenches the rope out of Wink 's hand and chucks it . The igniter rope lands in front of Hushpuppy under the net pile . She grabs it . She reels it in .Jean Battiste swims out of hiding .Suddenly , Hushpuppy pops out from under the nets , holding the rope taught . She stumbles and almost sets if off by accident .Hushpuppy , contemplates in an eerie peace . The screaming chorus FADES and she is alone in her quiet , eyes darting between Bathsheba and Wink . Courage and certainly clench inside her her . You listen to your Daddy . She pulls the rope .

The levee DETONATES . Shattered wood and cement fire towards camera . Debris propels Hushpuppy backwards . Her quiet resumes as she lands on the deck of the boat in slow motion . She watches in a daze as smoke , water , and flaming dust cycles above her . All the beauty of the universe .

Water recedes in the Bathtub , revealing the tragic , mud - soaked remnants of their paradise . Hushpuppy slogs through the muck , each step going two feet down into the stinking filth . The crew trudges behind her in silence .

The blow - up crew crests a hill and sees the remains of the ark sprawled across an open field . Wink 's and Hushpuppy 's eyes well up as they beholds the state of their island . The water has drained . Everything is dead . More striking than the ripped - up houses , the land surrounding the island has disappeared . Trees are gone . Shards of marsh that had been attached float in the distance . What was a dense , green landscape is barren . The Bathtub is a scorched hell .

Hushpuppy picks through the rubble of the Shacko in the Backo . She finds their grill , and a window made from a dryer door and brings them to Wink . The Shacko has crash landed under the stilts of a house that 's been entirely washed away . Wink has done some work reassembling the walls and broken parts into a semi - functional enclosure .

Hushpuppy find nails and brings them to Wink , who leans wall panels against the stilts from the previous house . He hammers nails wearily . His strength is sapped . He HACKS out bile .

Hushpuppy climbs the stairs of the original house to get to the top of the Shacko . She looks down through the hole in the floor . In her POV Wink climbs into bed , he painfully takes his shirt off . The bruise on his chest has extended all the way across his stomach . Hushpuppy looks out on the water for some sign that Marietta 's still with her . The light shining on the water is off . She sees nothing but dead trees and a defunct oil rig .Nothing .As if in response , we hear a HELICOPTER LOUDSPEAKER .

This is a mandatory evacuation area, you can no longer live here. Everyone in this area, has to leave. I repeat.

Hushpuppy wades through the muck in what used to be a lush forest , now reduced to toothpick trees and mud . She finds her storage unit in the tree hollow , and lifts out the medicine jar .

She pours the crushed up roots into Wink 's mouth , careful not to disturb him . Wink dooes n't move . Hushpuppy gently folds in the orange fungus . Quiet , quiet -Wink spews up an explosive cloud of medicine .Wink grabs her medicine jar and threatens her with it .He smashes it against the wall .Hushpuppy is so upset she does n't know what to do . She screams in anger .Raging , Hushpuppy breaks everything she can get her hands on , ruining everything Wink 's reassembled , tipping shelves , pans , walls . She grabs a fishing pole and starts bashing Wink 's grill over and over .Wink joins in , breaking stuff too , channeling all his anger into the destruction . Wink throws himself into the wall . It breaks off and dumps a series of shelves all over the floor . Hushpuppy ca n't believe it . Suddenly it 's cathartic , they start throwing objects at each other and laughing .Wink pegs her in the face with a stuffed animal and she grins . Hushpuppy throws a pillow !Hushpuppy throws a shoe .Hushpuppy and Wink destroy everything in the house . Something goes off in Wink chest . He grabs his heart and collapses on the floor . Hushpuppy realizes something 's not right . She throws a life - jacket at her father . Wink continues to force a smile at her . Hushpuppy wo n't return the smile .Hushpuppy 's bottom lip starts quivering . Wink 's smiles disappears .He threatens her with a shoe . Hushpuppy hides behind an overturned chest .Wink hangs his head and catches his breath against the wall .He pull himself to his feet and grabs a bottle of moonshine . He sets up two cups on the table .Wink pours Hushpuppy a shot . Hushpuppy sips . Winces . Looks suspiciously at her father . Sips again . Wink takes one straight from the bottle .Hushpuppy shoves Wink .Wink clears everything off the table with one sweep .Hushpuppy flexes her biceps . She begins to chant , fierce and TRIUMPHANT -Wink holds up his hand to arm - wrestle . They SCREAM in tandem as Hushpuppy pins him hard .Wink is overcome with love . It 's too much for him to bear .In a violent euphoria , Wink grabs the table and hurls it across the room . This scares Hushpuppy . She stares silently at her wild animal father , longing for something more than rage . Wink takes a step toward like he 's going to comfort her , then stops , turning back .Wink lays down in the corner . Hushpuppy does n't go to bed , she just stands there .Hushpuppy waits , not backing down .Hushpuppy goes to Wink .Wink pats his heart for her to put her head down on it . A long beat .She listens to his BIG HUGE HEART .

The Aurochs move into a desolate , barren , wasteland , looking exhausted and starved .Cold wind blows them backwards . An old Aurochs falls behind the pack . Its legs give out and it lays down . It 's not going to make it .The Aurochs cannibalize their fallen comrade , ripping skin and organs in a storm of flesh and gore . The CRIES of the screaming mother melt together with another , sound , more MECHANICAL .

The SOUND becomes recognizable as a HELICOPTER PROPELLER . Hushpuppy opens her eyes , still tucked in Wink 's arm . Through the wall she sees FOUR WELL - DRESSED men . They are out of place like aliens exiting their space ship . She rouses Wink , he hears the FOREIGN SOUNDING VOICES and yanks Hushpuppy up . He instinctively pulls him and Hushpuppy behind the over - turned table and grabs a broken chair leg to defend them with .Wink hurls the chair leg at the intruders as they try to enter .Hushpuppy grabs a chair leg as well . It 's a standoff .

This is a mandatory evacuation area. Everyone in this region has to leave.

Three evacuation workers ram the door of Little Jo 's house . Little Jo greets the intruders brandishing a cutting knife and civil war era pistol .EVACUATOR 2 Ma'am we 're not gon na shoot you .She spits . They get closer .The Muscle grabs her by the weapons and in the struggle , slam her to the ground . It 's horrible . EVACUATOR 2 Relax , relax ma'am .They drag Little Jo out of the house .

CRASH CUT TO an off - white monolithic community center surrounded by a cement parking lot . Stressed , amateur looking doctors from the real world move in and out of the glass doors . A makeshift sign reads `` Open Arms Processing Center . ''

The interior of the refugee camp is violently , fluorescent - lit and painted white in an attempt to maintain a facade of sterility . Hushpuppy stares at the strange and modern ceiling like they 've descended from another planet .The Bathtub residents walk through the gymnasium which has been converted into a holding tank/hospital for refugees . Student doctors are examining , treating , feeding people . The abandoned souls , the sick , and the old are lined up waiting for assistance .

A processed egg patty jiggles weirdly as it hits Hushpuppy 's tray .DR. MALONEY , a clean - cut , over - extended handsome young doctor hustles toward the lunch line .Wink pulls Maloney out of earshot .Hushpuppy struggles to hear more , only a couple words come through the din of refugees .In Hushpuppy 's POV : Maloney puts a sympathetic hand on Wink 's shoulder and Wink pushes it off violently . Maloney puts up his hands in peace and Wink shoves him through one of the curtains and is assaulted by a flood of orderlies .Hushpuppy is snatched as she fights to come to his rescue .They tackle Wink to the ground . He goes limp as he falls .

Mr. Doucet, can I have a word with you, we found something in your test. It's -

require surgery immediately. you need to think about what you want for your daughter. you could die.

We TRACK with Wink as he comes to consciousness rolling through the cots . He is sedated and being pushed in a wheelchair . He looks through an open door . In Wink 's POV - Joy , Tee - Lou , Lizard , and the rest of Bathsheba 's original school class play in a room with a BABYSITTER . She tickles Hushpuppy , who has been given new clothes and looks like a normal little girl for the first time . Her boots and boys underpants have been traded for a delicate blue dress . The image is jarring .The Babysitter squeezes Hushpuppy . Hushpuppy tries to squirm away .Hushpuppy 's eyes meet Wink 's and she freezes at his horrifying appearance . Wink grabs a sofa trying to stop the wheelchair as it rolls by . His fingers slips off , too weak to hold on . He tries to scream and nothing but a SEDATED MOAN comes out of his mouth . He tries to pull the tubes out of his arm .Hushpuppy stares in shock as Wink is wheeled away .

Hushpuppy, that's not how nice girls act. Say `` I'm sorry ma'am.'' Hey! Say it. Say it or you're going to corner time.

Hushpuppy watches in hiding as a hand covered in a rubber glove changes the bandage on a surgical scar ; it looks infected and mishandled . The same hand puts pills in Wink 's mouth .

Hushpuppy stands over an old man on an artificial respirator . She 's creeps closer , examining him . She puts her head on his chest . His heart is beating .She whispers in his ear .

Hushpuppy peeks through the curtains at another terminal bed . She sees two orderlies force pills into Wink 's mouth . He 's regaining his strength and is able to hold them off momentarily before submitting , and going limp . Hushpuppy bolts , unable to take it . We stay in the room as the orderlies walk away . Wink peeks to make sure they 're gone , then spits his pills on the floor . Wink stares at the ceiling for a long beat . Then , with a burst of energy he grabs his morphine drip and topples himself onto the floor . He pulls his wires out .

Hushpuppy lies asleep in a pile with Tee - Lou , Lizard , and Joy . Wink enters and jostles her awake .

Wink and the girls hustle to the entrance of the Refugee center . Walrus comes running down the hall , pushing Peter T on a gurney . Wink looks bewildered , the rest of the team seems to have their own plan afoot .

Jean Battiste and Little Jo charge through the cots riling refugees into revolt as the orderlies chase them trying to maintain decorum .Little Jo fights off an orderly with a syringe .

Wink runs the kids toward the bus , they pass two busses labeled for Salt Lake City , Des Moines . Wink helps Joy , Tee - Lou , and Lizard get on . Then Hushpuppy . Suddenly Wink 's hand slips out of Hushpuppy 's . He steps away from the evacuating bus . Hushpuppy turns and the bus door slams between them .Wink sags . He 's giving her away . He turns to leave .Wink walks away from the bus , his chest heaving , his face clutched in the horror of what he 's done . Behind him , the bus pulls forward , then veers violently . Hushpuppy charges the driver clawing at her face , punching and kicking .The driver pulls the break and Hushpuppy bangs the doors open . She charges Wink from behind , gives him a diving shove . He topples over .Hushpuppy stares him down , accusing .Hushpuppy 's chest heaves up and down .Her defiance is broken and the information starts to sink in . It hurts Wink as much as it hurts her .Wink doubles over hacking . He COUGHS horribly . Hushpuppy looks down and sees blood spotting the grass , dripping from his mouth . The Bathtub gangs charges out the door ! Across the parking lot they go in a spree of euphoria , coming to a halt around Wink . Hushpuppy is trying to drag his limp body across the parking lot .Little Jo hold Hushpuppy away from him .

The Bathtub crew carries Wink through the entrance to town . His arms slug over Walrus and Jean Battiste , he 's barely able to help walk . We sense from the weary faces and silent eyes that it 's been a long journey home .

They drag Wink through the Shacko entrance . Everyone goes in except Hushpuppy who stops outside the door as they lay him down in convulsions . She stays and tries to watch . Wink tries to say something to Walrus and ca n't . Blood bubbles out of his mouth . Wink catches Hushpuppy 's eye then looks away as fast as he can . Reeling , but steady , Hushpuppy backs out the door .

Hushpuppy walks down the road in an almost eerie state of calm . She takes in the remnants of rusting houses and flipped boats , her lifeless ghost town .

Now with her three friends , she tip - toes past several humongous footprints up to a gruesome fox carcass . Something gigantic has ripped open its stomach and gutted it . She leans over , unafraid , trying to understand it 's meaning . Flies swarm and nibble , their movement almost elegant . Seen in close up , the gory mess has a strange beauty to it .A SONIC BOOM springs her upright , she looks around for the source of the sound . Is it an Aurochs ? She looks towards the muddy bayou . The SONIC BOOM sounds again and the entire body of water quivers with the impact .

The beacon blinks out on the water . Hushpuppy stares towards it . The children are gathered behind her . Something has changed in her eyes . The eerie calm has given way to a hardened determination . Though unclear to us , her internal path of action is certain . She takes a deep breath , and lets out a WARRIOR CRY . She runs straight into the water with her girl gang charging behind her .

Joy , Tee - Lou , Lizard , and Hushpuppy swim through open water , pulling each other forward . They head in the direction of the beacon .They try to kick toward the light but are getting nowhere , the current pulls them backwards . We hear a BOAT HORN and they look to where an ANCIENT TUG BOAT with a cabin that towers into the sky like a giraffe head , appears through the mist .

The girls climb aboard , lifting each other onto the deck . They look up to the sound of FOOTSTEPS on the upper deck . Hushpuppy looks up to see SERGEANT MAJOR -LRB- 60 -RRB- - A big , timeless looking man with a salt and pepper moustache , saunters up to the rail . He stares down , examining these runts with an air of suspicion .He smiles broadly , as if this was the secret password . Him and Hushpuppy stare at each other and immediately there is understanding . Two lost souls in the wilderness .

Do n't matter baby, this boat'll take you exactly where you need to be. It's just that type of boat.

I been eating these all my life. I keep the wrappers in the boat, ` cause they remind me who I was when I ate each one. The smell make me feel cohesive.

Hushpuppy sits adjacent to the Sergeant in the tug 's elevated wheelhouse . They are two stories up , and the white walls create a glow that makes us feel like we 're almost in another dimension .Hushpuppy and Sergeant Major share an ease unlike anyone else we 've seen Hushpuppy interacted with . The speak like an old teacher with his favorite disciple . They let their silences last .Hushpuppy shakes her head ` no ' .A deep , far away melancholy settles over him . He munches on a chicken biscuit , then tosses the wrapper on the floor . The wheelhouse is wall to wall with chicken biscuit wrappers .They let this thought settle , then Hushpuppy turns her swivel chair back toward the water The beacon appears through the mist . Hushpuppy 's eyes go wide . As they approach , another boat comes into view . A half - sunken barge that looks as though its been rusting in the same position for a century . As we move in we see a lit up sign : `` Elysian Fields Floating Catfish Shack GIRLS GIRLS GIRLS . ''

Hushpuppy , Joy , Tee - Lou , and Lizard disembark onto the barge with Sergeant Major following behind . They circle around a hatch in the floor with light pulsing out of it . Far - away JAZZ echoes up from the bowels of the ship . They look to each other in wonder .

Hushpuppy descends a ladder into a glimmering wonderland . Christmas lights swallow the ceiling , and a light smoke facade encompasses everything . We feel like we 're looking at a portal into the past , a Belloq - esque turned New Orleans Jazz parlor . The regulars are all oil - workers wooing their ladies of the night . There is a stage with a DJ and two singers , karaokeing along with `` Until the Real Thing Comes Along '' by Fats Waller . The hyperactive MISS FRANKIE , the matriarch of this establishment , comes a ` hoppin ' .Women descend on the kids who recoil , not knowing what to do with all this affection . Joy Strong puts up her fists . Hushpuppy pushes through the crowd nonplussed by the flurry of doting ladies . They are not who she is looking for . They are not who she is looking for . She scans pictures of strippers through the ages pasted up all over the ceiling , each of them with a bra hung on it , none of them right . Bar patrons nod and tip their glasses to her as she passes , ladies smile and return to their drinks , drunk flirtatious dancers giggle at her , but she remains unfazed . She reaches two swinging doors that lead to the kitchen . Hushpuppy stops . Sniffs . Heaven . SLOW MOTION : in Hushpuppy 's POV , smoke curls through the swinging doors , the light illuminating the dust particles . It 's a magic kitchen . Her POV tilts down to the floor where a pair of well - pedicured feet in flip - flops walks towards the swinging doors . They open . Hushpuppy holds her breath . A gorgeous COOK -LRB- 35 -RRB- wearing a baseball cap and an apron comes out the double doors . She wipes some sweat off her brow . She watches the band and kills a bottle of ice - cold beer . The Cook looks down . Sees Hushpuppy .Hushpuppy nods , holding her breath . She still ca n't speak .Hushpuppy shrugs . She 's too stunned , too shy to speak . The Cook takes stock of the helpless creature in front of her . Like a butcher shop owner with a pesky hungry puppy , she submits to Hushpuppy 's longing gaze .Hushpuppy follows her into the magic kitchen , knocking her head against the swinging doors on her way in .

Well butter my butt and call me a biscuit! How you, Sergeant Major? You need some grits?

Holy Sugar, they are so precious! Y' all just as cute as a tub of puppies!

Lem me tell you somethin', when you're a child people tell you that everything's gon na be all hunky - dory and all that bullshit, but I'm here to tell you that it's not. So get that out your head right now.

Life's some big old feast, yeah, but you? You ai n't nothin' but a stupid little waitress.

Everything you got on your platter gon na fall on the floor and ai n't nobody gon na be there to pick it up for you. Someday it's all gon na be on you.

I do n't know nothing bout your Daddy, I ca n't take care of nobody but myself.

With the smooth fanfare of a circus performer , The Cook lifts an egg , opens a beer bottle with her teeth , SPITS the cap at the egg and it cracks over the grits . Hushpuppy 's face is joy beyond all measure . She watches the Cook 's flying hands , she prepares everything in a single motion , it 's like a dance . She slaps a fresh alligator tail on the table and begins sawing through the scales .She removes the knife from the gator and aims it at Hushpuppy like its a pointer .She scales a gator , strips the bones , dredges , fries .She stirs the grits . Grits on plate . Gator on plate . Plate in front of Hushpuppy . Lemon is squeezed all over everything .Hushpuppy tries to crack a grin . She barely remembers how to smile and it comes out all wrong . The Cook shakes her head , opens another beer on her teeth , and heads for the pantry .Hushpuppy stays behind staring into the floating particles of dust in the incandescent light - stars of the universe . The golden bubbling fry pot - lava of the molten core .

Four perfect gator nuggets are placed next to a sumptuous dollop of grits .Hushpuppy looks up from her food - hypnosis .A real smile emerges across Hushpuppy 's face .

Magic soars as the couples rock back and forth on the dance floor . Strippers cradle their dates . It 's all very sweet and tender . This seems to be the M.O of this strip club , slow - dance not pole - dance . The kids are each dancing with a stripper , glowing with love . They are orphans in a heaven of mothers . We float back to Hushpuppy , the camera dances with her and the Cook . The Cook squeezes Hushpuppy and spins her . Each time we catch their face their eyes are wetter and wetter .After a long beat . The Cook shakes her head ` no . 'This sinks into Hushpuppy .Hushpuppy considers this for a moment , squeezes the Cook .A far - away look has come over her . Her mind is somewhere else .

We look up at a face that 's slowly coming into focus - it 's Wink , younger and healthier .He is the first sight of the slimy newborn baby girl tucked in his arm . Baby Hushpuppy stares up at him as he carries her .Baby Hushpuppy 's huge - eyed , warped facial expression ogles Wink . She coos .They pass through a doorway and sun washes over Baby Hushpuppy . She smiles and smiles at the world .

Back in reality Hushpuppy gathers herself . She 's suddenly not hugging back , just being held .Hushpuppy cups her hand to the Cook 's ear and whispers something inaudible . The Cook squeezes her tight , seeming on the verge of adopting her . But she ca n't . She spins Hushpuppy around and around , then puts her down withouth meeting her gaze . Hushpuppy watches her disappear into the crowd of swaying couples . All goes quiet , and we sit behind Hushpuppy 's head , a sea of light like a crown around her . MUSIC SWELLS . Decisively , with the force of a charging general , Hushpuppy turns and runs toward camera .

MATCH CUT to Hushpuppy leading Joy , Tee - Lou , and Lizard across a ridge dotted with Dead Oak trees , she 's come back to the Bathtub .

The camera moves over the water , past the dead oaks . We turn the corner past a stretch of marsh , and come upon the Aurochs , four of them , now suddenly and viscerally in the landscape of the Bathtub , swimming steadily toward solid land .

The Bathtub crew sits by Wink 's bed . His eyes are open , but everyone is silently waiting for the inevitable .

The children crest the ridge . The RUMBLE of Aurochs hoofs is suddenly and violently audible . Hushpuppy turns . She catches a glimpses of something massive moving behind the distant oaks . The kids turn and hustle down the ridge . Hushpuppy , Joy , Tee - Lou , and Lizard hustle down hill with increased urgency . The DISTANT TRAMPLING is growing louder . Behind Hushpuppy the dark shapes of the Aurochs crest the ridge in a deafening STAMPEDE . Joy , Tee - Lou , and Lizard scream and sprint out in front of Hushpuppy . Hushpuppy walks steadily forward , refusing to run . Her face locked with determination , she is unafraid . Her eyes shoot toward the shacko .

Wink , with all his strength looks toward Hushpuppy , their eyes meet . In Wink 's POV , Hushpuppy stops dead on the bridge , waiting for her fate , staring toward her father .

The Aurochs bear down on Hushpuppy from behind , their footsteps rattling the frame . They grow inconceivably large , the camera has to tilt to hold the frame . Hushpuppy balls her fists and stands her ground . Suddenly , she turns . The Aurochs ROARS . Then , inches away from Hushpuppy , she stops . She SNORTS , blowing Hushpuppy 's hair back . Hushpuppy does n't flinch . The Aurochs stares face to face with Hushpuppy . Sniffs .

Hushpuppy raises her chin in confident defiance . Now in full profile , we see the Aurochs towering 15 - feet tall , she takes a step forwards , sniffs again . A low SNORT , or is it a purr ? The Aurochs lowers her head with respect . Her eyes well with emotion , recognizing one of her own . A ferocious warrior . The Aurochs steps back , takes a knee , and with a BELLY FLOP that rattles the very earth , she lays down . Her three companions follow suit , their fat tummies settling into an almost joyful , lazy , repass . A strange calm has settled over Hushpuppy . Almost a smile , but more of a peace and an affection for her equal . They 're both children in their way .Mother Aurochs grunts , a sentence only Hushpuppy can understand .With weary and clumsy steps , the Aurochs stand and retreat .

Hushpuppy approaches the shacko . It 's like walking the plank , but she 's unafraid , at one with her destiny . The Bathtub crew look on her in awe . They part ways to let her pass . She reaches the door , steeling her reserve . Hushpuppy opens the door .

Wink is curled up on Hushpuppy 's bed - very , very thin . His eyes are closed . His chest heaves up and down in short violent breaths . Hushpuppy stands and stares . Wink looks at Hushpuppy in reverence . He knows it 's the last time . Wink motions for her to come closer . Hushpuppy inches toward him . It takes all of her might . She sits on his bed . Hushpuppy takes her to - go container from Elysian Fields out of a paper bag and pops it . She unwraps a gator nugget , dips it in hot sauce , and holds it out for Wink to take a bite . Hushpuppy watches as Wink chews weakly . She eats one herself . Wink and Hushpuppy draw it out . They do n't want it to end . It takes a full minute for him to swallow the first bite , and she paces herself to finish when he does .Wink 's chest heaves up and down , harder and harder . A tear rolls down his face .She holds them back , being tough for her Daddy .Hushpuppy 's face hardens , and even as the tears fall , we see a strength and composure that only Wink could have put there . She falls into his arms and he embraces her . Hushpuppy squeezes Wink . She does not let go . She stays strong . Wink 's hand trembles on her back . She holds him as his deep , warm , heartbeat slows , slows , and stops . His weight slumps over her . She keeps on holding him , but she knows .

Steadfast , Hushpuppy holds a torch on the edge of the Bathtub . The Turck , piled with branches , floats in front of her . She lowers the flame and lights a cloth covering Wink 's body aflame . She pushes the funeral pyre out into the current . We watch the boat flames drift into the foreground , covering Hushpuppy face with flames . She looks into them in all her grief and wisdom . The group begins a funeral prayer , playing quiet in the background as Hushpuppy contemplates the pyre .Everyone else joins him .They raise their drinks to the sky and shout in unison .Hushpuppy gazes into the sparks leaping off the top of the fire are foregrounded in front of Hushpuppy , particles of Wink jumping into the sky . HORNS ENTER , droning low , and building into an funeral dirge .The Turck almost disappears over the horizon . The HORNS take a hopeful turn , the melancholy of the dirge mixing with the anthem of the Bathtub .Hushpuppy stands tiny on the ledge of the Earth , framed in front of an expanse of endless water .

The Bathtub gang marches across the marsh road . Hands touch the town sign , saying goodbye .We CUT WIDE to reveal that the water is rising and washing over the road . Our heroes are marching on the final sliver of land . The camera flies backwards , and our view of the road disappears into mist and churning waves . They appear to be walking on water . Hushpuppy leads them forward , into the future . CUT TO BLACK .

MAIN TITLE SEQUENCE OPEN on a black screen . SUPERIMPOSE in dark red letters : HALLOWEEN Darkness , with a SMALL SHAPE in the center of the screen . As MAIN TITLES CONTINUE OVER , CAMERA SLOWLY MOVES IN ON the shape . We get closer and closer until we see that the shape is a HALLOWEEN MASK . It is a large , full - head platex rubber mask , not a monster or ghoul , but the pale , NEUTRAL FEATURES OF A MAN weirdly distorted by the rubber . Finally CAMERA MOVES IN CLOSE on the eyes of the mask . It is blank , empty , a dark , staring socket . SUPERIMPOSE FINAL CREDIT . Black screen . SUPERIMPOSE : HADDONFIELD , ILLINOIS . OCTOBER 31 , 1963 .

It is night . We move toward the rear of the house through SOMEONE 'S POV . CAMERA MOVES UP to a Jack - O - Lantern glowing brightly on a windowsill . It is a windy night and the curtains around the Jack - O - Lantern ruffle back and forth . Suddenly we hear voices from inside the house .Then LAUGHTER . The POV moves from the Jack - O - Lantern down to another window and peers inside . We see the sister 's bedroom through the blowing curtains . Into the bedroom comes the SISTER , 18 , very pretty . She GIGGLES as the BOYFRIEND jumps into the room . Alan , 18 , he wears a Halloween mask and a costume .The boyfriend grabs the sister and kisses her .The boyfriend rips off his mask . He is a handsome young man underneath . They kiss again , this time with more passion . The boyfriend begins to unbutton the sister 's blouse . She responds to him . The POV swing away from the window and begins to restlessly pace back and forth , agitated , disturbed . We HEAR THE SOUNDS of the sister and boyfriend inside the bedroom growing more and more passionate . Finally the POV moves back up to the window . Inside through the moving curtains , we see the sister and the boyfriend on the bed , naked , making love . The POV springs back from the window and stalks quickly down the side of the house , past the Jack - O - Lantern , around to a door . Quickly the door is opened and the POV moves inside . The POV glides silently through the house into the kitchen , up to a drawer . The drawer is opened . A large BUTCHER KNIFE is withdrawn . Then the POV swings around and moves to the kitchen door . We look down a hallway to the front door . The boyfriend steps out of the bedroom door , buttoning his shirt . The sister stands in the doorway , a sheet wrapped around her .They kiss again and the boyfriend walks to the front door . The sister watches as he leaves and shuts the door behind him . Then she turns and steps back into the bedroom . The POV moves slowly down the hall to the bedroom door and peers around inside . The sister sits at her night - table brushing her hair . She is still completely nude . Slowly the POV moves into the room . Suddenly we move down to the discarded Halloween mask on the floor . The POV bends down and picks it up . Then suddenly the POV is covered by the mask and we see through the eye - holes . The POV moves up behind the sister . Sensing a presence , she spins around and stares at the POV , covering her breasts quickly .Suddenly the POV lunges forward . The sister continues to stare incredulously . There is a RAPID BLUR as the POV drives the butcher knife into the sister 's chest and out again almost before we 've seen it . The sister looks down at the blood forming at her hands , then back up at the POV with an astonished disbelief . Then in a WILD PAROXYSM the butcher knife blurs continuously in and out of frame , slashing the sister mercilessly . She begins to SCREAM , trying to fend off the blows with her hands , then suddenly falls out of frame to the floor . The POV moves back away from the sister 's lifeless body , spins around and careens out of the bedroom . At top speed the POV races through the darkened house , to the front door , out the door , down the steps and rapidly up the street . The CAMERA careens along in frenzied flight , up the sidewalk , up a small side alley , down someone 's back yard , then to a sudden , abrupt halt in front of MOTHER and FATHER just coming out of a neighbor 's house . Mother and Father stare at the POV , at first in puzzlement , then slow , growing horror .CLOSE SHOT - MICHAEL - CRANE The father 's hand reaches up and rips off the Halloween mask , revealing MICHAEL , 6 , underneath , a bright - eyed boy with a calm , quiet smile on his face . CAMERA PULLS BACK , revealing the blood - stained butcher knife in his hand , then further back . CRANING UP past his parents standing there , up from the neighbor 's house to a HIGH SHOT of the neighborhood as the sounds of POLICE SIRENS rise in the distance . Black . SUPERIMPOSE :

Two headlights appear in the darkness , backlighting the rain that pours down on a lonely strip of highway . A station wagon HISSES along the wet road surface .

The baack seat is separated from the front by a wire - mesh screen , much like a police car . MARION , 30 , drives . She is dressed in a crisp , white nurse 's uniform . Next to her in the passenger seat is SAM LOOMIS , a clinical psychiatrist . He is a tough - looking man in his forties who flips through pages in a manila folder .POV THROUGH THE WINDSHIELD - SANITARIUM Through the rain we see a large sign :Behind the sign is the sanitarium itself , a cold - looking building surrounded by a fence .

then he gets another physical by the state, and he makes his apperance before the judge. That should take four hours if we're lucky, then we're on our way.

Just try to understand what we're dealing with here. Do n't underestimate it.

You do n't have anything to worry about. He has n't spoken a word in 15 years.

He said something else. `` It's all right now. He's gone. The evil's gone.''

You must have told them we shocked him into a grinning idiot. Two roadblocks and an all - points bulletin would n't stop a five - year - old!

You can get back on the telephone and tell them exactly what walked out of here last night. And tell them where he's going.

He was doing all right last night. Maybe somebody around here gave him lessons.

Yes, yes, I'm all right. Stop worrying. After this I'll sleep for a week, two weeks.

I said I'm all right. Believe me. I'll be home soon. Yes, I do. Very much. I just. have to stop him.

Of course it's possible, but I know him. And when he gets there, God help us.

I met his fifteen years ago. I was told there was nothing left, no conscience, no reason, no understanding, in even the most rudimentary sense, of life or death or right or wrong. I met this six - year - old boy with a blank, cold emotionless face and the blackest of eyes, the Devil's eyes. I spent eight years trying to reach him and another seven trying to keep him locked away when I realized what was living behind that boy's eyes was purely and simply. evil.

He was here, earlier tonight, and he may be coming back. I'm going to wait for him.

If you do they'll be seeing him everywhere, on every street corner, in every house. Just tell your men to shut their mouths and open their eyes.

I watched him for fifteen years, sitting in a room staring at a wall, not seeing the wall, seeing past it, seeing THIS NIGHT. He's waited for it, inhumanly patient. Hour after hour, day after day, waiting for some silent, invisible alarm to trigger him. Death has arrived in your little town, sheriff. You can ignore it, or you can help me stop it.

Three blocks down. Get in the car and go up that other street and then back down here. I'm going up the block.

The only thin that ever bothers me is their jibberish. When they start raving on and on.

Loomis glances at Marion as she lights a cigarette . She shoves the matches into the pack and tosses it on the dashboard . Loomis stares at the cigarette pack . The pack of matches reads : `` The Rabbit in Red Lounge - Entertainment Nightly . '' Loomis turns his eyes back to the rain - slicked road .Both of them suddenly stare out the windshield in front of them . POV - THROUGH WINDSHIELD - FIELD Through the rain we see a field off to the side of the road . Dimly lit by the car headlights are FIVE PATIENTS , dressed in wind - blown white gowns , drenched by the rain , wandering aimlessly around the field .

They look up ahead . POV - THROUGH WINDSHIELD - PATIENT Standing by the side of the road is a MALE PATIENT , a wild - looking man in his sixties dressed in a white gown , who stares at the station wagon .

Marion slows the station wagon and pulls off to the side of the road . Loomis jumps out . POV - THROUGH WINDSHIELD - LOOMIS AND PATIENT Through the windshield we see Loomis rush over to the patient , stand and talk for a moment , then hurry back .

Loomis climbs back in , dripping from the rain .Marion starts down the road .POV - THROUGH WINDSHIELD - SANITARIUM DRIVE Ahead of them is the entrance to the sanitarium .

Marion slows down to turn . Through the rear window we see a SHAPE spring up out of the darkness , streak through the rain and LEAP UP ON THE REAR OF THE STATION WAGON . The station wagon bounces up and down . The roof sags in and out with the weight of SOMEONE ON TOP .The roof continues to buckle in and out wildly .Marion stops and rolls down her window to look outside . Loomis opens his door and steps out . Suddenly he is HIT IN THE FACE by a powerful fist from the roof . Loomis staggers backwards and falls by the side of the road . Marion starts the react . SUDDENLY A HAND REACHES IN THROUGH THE WINDOW and lunges at her . THE FINGERS GRAB HER HAIR . She SCREAMS . The fingers tighten around her hair and the hand pulls Marion roughly to the window . Twisted around in the seat , Marion 's foot jams down all the way on the gas pedal . The station wagon ROARS foreward . Marion continues to SCREAM , clawing at the hand . POV - THROUGH WINDSHIELD - ROAD Through the rain the road spins crazily ahead , the wipers erasing sheets of rain . Suddenly the OTHER HAND REACHES DOWN from the roof and grabs the wiper , holding it tightly . Rain splashes on the windshield obscuring the road .

The hand rips at Marion 's hair . SCREAMING . Clawing . POV THROUGH WINDSHIELD The windshield is completely obliterated by rain .

The station wagon skids and WHAMS into the shoulder on the side of the road . Marion is hurled across the seat against the passenger door . Suddenly the HAND SPRINGS DOWN FROM ABOVE and SLAMS against the passenger window , shattering it . SHRIEKING , Marion scurries across the front seat , open 's the driver 's door and scrambles out .

Marion frantically crawls her way across the rain - drenched road away from the station wagon . CAMERA TRACKS with her as she slides down into the muddy shoulder . She looks back . POV - STATION WAGON From the shoulder we see the station wagon in the rain , and the SHAPE JUMP IN THE DRIVER 'S SEAT and SLAM the door . Then the station wagon takes off and disappears down the road into the darkness . ANGLE ON SHOULDER Loomis runs up out of the rain and helps Marion to her feet . She CRIES hysterically . Loomis stares off down the road at the disappearing tail - lights .FADE OUT . Black screen . SUPERIMPOSE :

LAURIE , 17 and pretty in a quiet sort of way , steps out of her two - story frame house , down the front walk to the street . Her face has a soft , innocent quality , her eyes bright and alive . Her FATHER steps out of the door behind her and walks to the car in the driveway . His car has `` STRODE REAL ESTATE '' emblazoned on the side door .TRACKING SHOT - LAURIE CAMERA MOVES with Laurie as she walks down the residential street . She carries a large bundle of school books in her arms . Across a backyard TOMMY DOYLE , an eight - year - old boy with tossled brown hair and bright blue eyes comes running with his books .He catches up with her and they walk along down the street .They walk up to the front of the old , two - story Myers house set back from the street . It is now weather - beaten and dilapidated . Laurie walks through the front gate and starts up toward the porch .Laurie holds up a key .Laurie strolls up to the front porch . She bends down , lifts the welcome mat and places the key under it .

They're coming by to see the house at 10:30. Be sure you leave it under the mat.

I wish I had you all alone. Just the two of us. I would hold you close to me. So close to me.

Costaine wrote that fate was somehow related only to religion, where Samuels felt that fate was like a natural element, like earth, air, fire, and water.

I'M baby sitting for the Doyles. It's only three houses away. We can keep each other company.

I brought it for Tommy. I figured making a Jack - O - Lantern would keep him occupied.

. `` how now, cried Arthur. ` Then no one may pass this way without a fight?' ` That is so,' answered the night in a bold and haughty manner.''

Tommy, Halloween night is when you play tricks on people and scare them. It's all make belive. Richie was trying to scare you.

We're no getting anywhere. All right, look, Tommy. The bogyman can only come out on Halloween night, right?

I'm glad you're here because I have something I want you to do. I want you to call up Ben Tramer and tell him you were just fooling around.

I said, stop it! There is no bogyman. There's nothing out there. If you do n't stop all this, I'm turning off the TV and you go to bed.

Everybody has a good time tonight. Okay, kids, what do you want to do now?

You've had enough. Why do n't we just sit down and watch the rest of this movie.

They probably stopped off somewhere. Have her call me when she gets back. I've got Lyndsey here and I want to know what time to put her to bed.

All right, Annie! I've heard your famous chewing, now I get your famous squeals?

Be quiet! Get Lindsey and get into the bedroom and lock the door!

Now I want you to change your clothes, Tommy. We're going to take a walk outside.

Now, I want you to walk to the door, down the stairs and right out the front door.

Listen to me. I want you to walk down the street to the MacKensie's and knock on their door. You tell them to call the police and send them over here. Do you understand?

Lonnie Elam said never to go up there. Lonnie Elam said that's a haunted house. He said real awful stuff happened there once.

Through a frost window , we see Laurie bending over the welcome mat . Suddenly a DARK SHAPE , THE OUTLINE OF A MAN , leans forward , watching her . As she walks back to Tommy at the street THE SHAPE MOVES TO WATCH THEM , then fades back into the interior of the house . TRACKING SHOT - LAURIE AND TOMMY Laurie and Tommy continue walking down the street .Tommy breaks stride and runs across the street .Laurie continues walking alone . She begins to sing quietly to herself .ANGLE DOWN STREET We see Laurie walking off down the street in the distance . CLOSE TO CAMERA the DARK SHAPE MOVES INTO FRAME , watching Laurie disappear around the corner .

Sam Loomis strides quickly out of the front of the sanitarium followed immediately by DR. WYNN , a gray - haired man in his fifties . CAMERA TRACKS with them across the parking lot .Loomis reaches a car and unlocks it .Loomis gets in the car . Wynn leans down to the window .Loomis starts up the car and pull away from the sanitarium . Wynn watches him go , then hurries back into the building .

He was your patient, Doctor. If the precautions were n't sufficient, you should have notified.

Sam, Haddonfield is a hundred and fifty miles from here. How could he get there? He ca n't drive.

Laurie sits at the back of a classroom of HIGH SCHOOL STUDENTS . CAMERA MOVES IN on her as a TEACHER drones away at the front of the room .CAMERA MOVES to a CLOSE - UP of Laurie . She barely listens to the teacher as she doodles in her notebook in front of her .Laurie lets her gaze move to a window . She stares dreamily outside . LAURIE 'S POV - STREET From the window she can see the street , and a station wagon parked along the sidewalk . Behind the station wagon stands THE SHAPE OF A MAN . We ca n't quite see his features from here , but it is clear that he is looking in the school window . ANGLE ON LAURIE She turns away from the window and begins to doodle again . ANGLE ON NOTEBOOK We see Laurie draw :ANGLE ON LAURIE She glance up from the book and out the window again . LAURIE 'S POV - STREET The shape behind the station wagon is still there and STARING RIGHT AT HER . ANGLE ON LAURIE She frowns , staring back at the shape .This springs her around from the window .Laurie sneaks a glance back to the window . LAURIE 'S POV - STREET The shape and the station wagon are GONE . ANGLE ON LAURIE She turns back from the window and back to her notebook . ANGLE ON NOTEBOOK She has written :41A EXT. . GAS STATION - HIGHWAY - DAY We see a car parked in front of a small , closed - down gas station/diner by the side of the highway . CAMERA SLOWLY TRACKS over to a phone booth . Loomis is inside on the telephone .Loomis hangs up the phone and steps out of the booth . He looks up the highway . 41B LOOMIS ' POV - HIGHWAY The highway disappears off into the distance . There is an old weatherbeaten sign that reads :Just above the horizon huge clusters of clouds , dark and ominous , are blown along by the wind . 41C EXT. . GAS STATION Loomis turns and walks back to his car . He glances at the old gas station as he walks . 41D LOOMIS ' POV - GAS STATION - MOVING SHOT The building is dark , empty , dilapidated . On the padlocked door are HUGE MARKS like the clawing of an animal wanting to get in . 41E ANGLE ON LOOMIS Loomis stops , stares at the door and then slowly walks over to it . He touches the marks with his hands , then looks at the dirt driveway around the building . 41F LOOMIS ' POV - DRIVEWAY There are definite TIRE TRACKS leading from the highway up to the door , then back to the highway again . Then his gaze returns to a discarded object crushed in the dirt of the driveway : A PACK OF CIGARETTES . 41G ANGLE ON LOOMIS He picks up the cigarette pack . 41H CLOSE SHOT - CIGARETTE PACK Stuck in the cellophane of the crushed pack are matches : `` The Rabbit in Red Lounge - Entertainment Nightly . '' 41J EXT. . GAS STATION Loomis turns and quickly strides back to his car , gets in and roars away from the lonely gas station .

and the book ends, but what Samuels is really talking about here is fate.

You see, fate caught up with several lives here. No matter what course of action Rollins took, he was destined to his own fate, his own day of reckoning with himself. The idea is that destiny is a very real, concrete thing that every person has to deal with.

Edwin, how does Samuels' view of fate differ from that of Costaine?

Uh. does n't he feel that no matter how complicated something is, it's also really simple, too?

The playground is filled with CHILDREN just getting out of school for the day . Some are dressed in HALLOWEEN COSTUMES , some carry pumkins and orange and black streamers , some carry Jack - O - Lanterns . Tommy Doyle comes out of the door carrying a very large pumkin . He is followed by three BOYS , RICHIE , KEITH , and LONNIE , who are laughing and PUSHING him .Lonnie runs up to Tommy and wiggles his fingers in Tommy 's face . The other boys form a circle around Tommy and taunt him . In unison they sing :The boys LAUGH . Richie runs up to Tommy and makes a face .The other boys join in the chant .Tommy turns from them and starts to run away . Richie sticks out his foot . Tommy trips and falls to the concrete , SMASHING his pumkin beneath him . The other boys run away GIGGLING and SCREAMING with delight . PLAYGROUND ENTRANCE - GATE As the boys race out of the playground , Richie barrels through the gate and RUNS RIGHT INTO THE DARK SHAPE . We do n't see the shape 's face , just his lower body . He is dressed in pants and a shirt that look too big for him . He grabs Richie and holds him back at arms length . A large OBJECT falls out of his pocket . Richie quickly stares down at it . The shape lifts his foot and SMACKS it down over the object to hide it . Quickly , Richie and the other boys run around the man and on down the block . The shape lifts his foot . Underneath it is a LARGE BUTCHER KNIFE . He quickly picks it up and shoves it into his pocket . Slowly , the shape turns and walks away from the playground gate , CAMERA TRACKING WITH HIM . Across from him in the playground we see Tommy get to his feet , wiping the demolished pumking off his shirt and pants . We TRACK WITH the shape to a station wagon . On the side of the door is a STATE EMBLEM .

He does n't believe us. Do n't you know what happens on Halloween?

The shape gets in the station wagon . We still do n't see his face . Separating the front and back seats is the wire - mesh screen . It is Loomis ' vehicle . The shape starts the engine . He pulls away from the curb . POV FROM WINDOW Slowly , the station wagon moves down the street . We see Tommy hurrying along the sidewalk , still rubbing off the pumkin splatter . Tommy turns off the side walk and cuts up a side alley . The wagon picks up speed and continues on down the street .

Laurie and LYNDA stroll down the front steps of the high school and turn up the street . Laurie carries another large stack of books . Lynda is a knockout in tight jeans and tight T - shirt . She carries no books . CAMERA TRACKS WITH THEM up the street .ANNIE comes out of the side doors of the high school and calls after Laurie and Lynda .The girls stop and wait for Annie .Laurie suddenly stops and looks back toward the school .Laurie glances down the street . LAURIE 'S POV - STATION WAGON The station wagon slowly moves up the street toward them . The shape is n't visible behind the windshield . ANGLE ON GIRLSLaurie stares at the station wagon as it moves past . She looks directly at the shape inside . There is a quick glimpse of him , a strange pale face staring back .

It's totally insane! We have three new cheers to learn in the morning, the game in the afternoon, I get my hair done at five, and the dance is at eight. I'll be totally wiped out!

I'm never smiling again. Paul dragged me into the boys' locker room to tell me.

Old jerko got caught throwing eggs and soaping windows. His parents grounded him for the weekend. He ca n't come over tonight.

I do n't know yet. I have to get out of taking my stupid brother trick - or - treating.

Now. First we'll talk a little, then Annie will distract Lindsey and we sneak quietly up the stairs to the first bedroom on the left. Got it?

Annie probably took Lindsey out or something. Let's look for a note.

I ca n't. What if it's the Wallaces!? We'd get Annie in trouble.

Well, I'm gon na call Laurie. I wan na know where Annie and Paul are. THIS is n't going anywhere.

Terrific. I've got three choices. Watch the kid sleep, listen to Lynda screw, or talk to you.

It's tragic. You never go out. You must have a small fortune stashed from babysitting so much.

I do n't. I think you're whacko. You're seeing men behind bushes.

I doubt that. Listen, my mother is letting me use her car. I'll pick you up. 6:30.

Mister Riddle was watching you? Laurie, Mister Riddle is eighty - seven.

For that matter, I might as well be a girl scout tonight. I plan on making popcorn and watching Doctor Demensia. Six straight hours of horror movies. Little Lindsey Wallace wo n't know what hit her.

Having fun? Never mind, I'm sure you are. I have big, big news for you.

I hate that dog. I'm the only person in the world he does n't like.

What would you say if I told you that you were going to the Homecoming Dance tomorrow night?

Well, I just talked with Ben Tramer and he got real excited when I told him how attracted you were to him.

You'll have to. He's calling you tomorrow to find out what time to pick you up.

Look, it's simple. You like him, he likes you. All you need is a little push.

Shit! No, no, I got ta call you back. I just made a mess of myself. Nothing unusual.

Utterly fabulous! So why do n't you just walk over? My clothes are in the wash. I ca n't come now.

That's no true. I think about lots of things. Why do n't we not stand here talking about them and get down to doing them? All right, see you in a few minutes.

Okay, if I can fix it so you can watch TV with Tommy Doyle, would you like that?

This has not been my night. My clothes are in the wash, I spilled butter down the front of me, I got stuck in a window.

He went out drinking beer with Mike Godfrey and he wo n't be back until late. YOU'LL have to call him tomorrow. Besides, I'm on my way to pick up Paul.

If you watch her, I'll CONSIDER talking to Ben Tramer in the morning.

He was. Old jerko found a way to sneak out. Listen, I'll call you in an hour or so.

Lucky thing. Spilled butter on her clothes, but nobody will know.

The shape is close to CAMERA , out of focus . Out the window we see the three girls on the sidewalk . The shape stares at Laurie looking back at him , then tromps on the accelerator . The wagon whizzes past them . ANGEL ON GIRLSPOV - STATION WAGON Up the street the wagon suddenly stops . It sits there , waiting . ANGLE ON GIRLSPOV - STATION WAGON For a moment the station wagon just sits there . Then it takes off down the street and disappears around a corner . ANGLE ON GIRLSThe girls start walking again . Laurie is quiet , puzzled by the appearance of the man in the car .

The three girls stop in front of Lynda 's house , a modest suburban home on a quiet , tree - lined street .Lynda strolls up to her house . Annie and Laurie start down the street . CAMERA MOVES IN to a CLOSE SHOT of Laurie 's face . She stares ahead along the sidewalk . LAURIE 'S POV - MOVING SHOT - BUSHES Up the sidewalk is a series of bushes lining the street . There , partially hidden in the shadows of a bush , IS THE SHAPE OF A MAN , watching them . He is barely visible , almost blending in with the dark foliage . ANGLE ON LAURIE - ANNIEAnnie looks POV - MOVING SHOT - BUSHES The shape is gone . Just bushes . ANGLE ON LAURIE - ANNIEAnnie walks right over to the bushes and kicks them hard . Nothing happens .Laurie just stands on the sidewalk several feet from the bushes .Slowly Laurie walks over and stares at the bush .They start walking down the sidewalk again .Laurie glances back at the bushes behind them .The two girls stop in front of Annie 's house , another small suburban home .Annie walks up to her door . For a moment Laurie looks around cautiously before searching down the sidewalk again . CAMERA TRACKING WITH HER . A strong wind rises and blows hair in front of her face . Again she turns around and glances back down the street . LAURIE 'S POV - BUSHES There is still nothing there . ANGLE ON LAURIE Suddenly , Laurie walks RIGHT INTO A MAN standing on the sidewalk in front of her . She SCREAMS and drops her books . It is LEE BRACKETT , Annie 's father . He is a tall man in a county sheriff 's uniform . He quickly bends down and picks up her books .Brackett walks down the sidewalk to his house . Laurie bundles her books and hurries up the street .

Well, it's Halloween. I guess everybody's entitled to a good scare.

The only things missing were some Halloween masks, rope, a set of knives. What does that sound like to you?

Not since 1963, since it happened. Every kid in Haddonfield thinks this place is haunted.

Nothing's going on. Just kids playing pranks, trick or treating, partying, getting high. I have the feeling you're way off on this.

Well, it's going to take more than fancy talk to keep me up all night creeping around these bushes.

More fancy talk. You want to know what Haddonfield is? Families. Children, all lined up in rows, up and down these streets. You're telling me they're lined up for a slaughterhouse.

I'll stay out with you tonight, Doctor, just on the chance that you're right. And if you are right, damn you for letting him out.

Laurie walks up on the front porch of her house . She pauses a moment and glances down the street . LAURIE 'S POV - TRICK OR TREATERS Several CHILDREN in costumes are going door to door collecting their treats . ANGLE ON LAURIE

Laurie strolls through the living room . Through the doorway into the kitchen we see LAURIE 'S MOTHER busy making candied apples .Laurie turns and hurries up the stairs .

Laurie walks into her bedroom . She tosses her books on the bed and starts to her telephone . The wind blows her curtain through the open window . Laurie crosses to the window and leans up to close it . LAURIE 'S POV - BACK YARD From her room in the second story , Laurie can see into the back yard next door . There is a clothesline with sheets blowing in the wind . In between the sheets we glimpse THE SHAPE STANDING THERE , looking up at Laurie . ANGLE ON LAURIE She freezes and stares down feafully . LAURIE 'S POV - BACK YARD The sheets continue to twist and turn in the wind , but now THE SHAPE IS GONE . ANGLE ON LAURIE Laurie SLAMS the window and locks it . She slowly walks to the middle of her room and stands there for several moments , unsure as to whether she has actually seen it . Suddenly , THE PHONE RINGS , loud and shrill , startling Laurie . She answers it .Silence .There is a SOUND from the reciever , like CHEWING .The chewing continues . She slams the reciever down . Almost immediately , the phone RINGS again . Laurie looks at it . It rings again . She picks it up .Laurie hangs up .

WIDE SHOT of an old graveyard on a windy hillside . CAMERA BOOMS DOWN as a car pull up on the small road in f.g. Sam Loomis gets out , along with TAYLOR , the graveyard owner . Taylor is a small , officious man in his late sixties . He glances at a small notepad .The two men begin walking along the graveyard , winding arlund headstones and flowers .Talyor stops cold .He points to a plot right in front of them . Loomis stares . THE HEADSTONE IS MISSING , uprooted from the ground .Taylor checks his notebook , then counts the rows and plots .Taylor gives Loomis a quizzical look . Loomis shakes his head and looks across the graveyard .

Every town has something like this happen. I remember a guy over in Russellville. Charly Bowles. About fifteen year ago, he finished dinner, excused himself from the table, went out into the garage and got a hack saw, then came back into the house, kissed his wife and two children goodbye, and then proceeded to.

Just right over there a ways. And I remember Judith Myers. Just could n't believe it. A young boy like that.

CAMERA BEGINS on the trees that line the residential street , twisting and writhing in the dusk wind . SLOWLY CAMERA BOOMS DOWN to Laurie waiting outside her house by the street . She carries a totebag with schoolbooks and knitting needles stuck inside , and a large pumkin . The sun is a pale glow behind the trees . Laurie turns her gaze down the street . LAURIE 'S POV - TRICK OR TREATERS More CHILDREN in costumes walk from house to house , some with MOTHERS and SISTERS , trick or treating . The wind blows their costumes , billowing them outward . ANGLE ON LAURIE She watches the trick or treater as a car swings around the corner and pull up in front of her . It is Annie .Laurie walks around the passenger door and gets in .

Annie pulls away from the curb and hands Laurie a joint .Laurie lights the joint and puffs vigorously .Behind them , through the rear - view mirror , we see LOOMIS ' STATION WAGON pull out of an alley and follow along .

Annie 's car drives through the main square of Haddonfield . Following behind is the station wagon .

Annie points up ahead and quickly hides the joint .POV THROUGH WINDSHIELD Two police cars are parked in the street in front of Nichols Hardware Store . An ALARM BELL inside the store CLANGS SHRILLY

They quickly roll down the windows and begin wildly clearing out the marijuana smoke . Behind them the station wagon disappears off down a side - street . ANGLE ON POLICE CARS Annie 's car stops at the police cars . Lee Brackett strolls out to the car and leans down to the window .Annie turns to Laurie .Behind Brackett , Sam Loomis walks up the street . We see Loomis talk to a COP who points over to Brackett .Just as Brackett is about to speak , the alarm shut off .Brackett smiles as Loomis walks up behind him .Annie 's car pulls away .As they talk CAMERA SLOWLY MOVES AROUND THEM to a view of the street .Loomis ' station wagon moves by behind them . Loomis does n't see it .

Through the blowing trees we see the full moon rising in the night sky . The are SOUNDS of wind and CHIRPING CRICKETS .

Annie 's car moves down a quiet little residential street and pull up in front of a two - story house set back from the street : the Doyle house . ANGLE FROM STATION WAGON We are in the front seat of the station wagon . Through the windshield we see Laurie get out of Annie 's car , say goodbye and walk up to the Doyle house . Then Annie 's car makes a wide U - turn in the street and starts down the other direction . The station wagon pulls forward and follows her . Annie stops three houses down the street and pulls into a garage . the station wagon stops several feet away . We see Annie come out of the garage and walk to another two - story frame house : the Wallaces ' . TRACKING SHOT BEHIND SHAPE The shape gets out of the station wagon , close to CAMERA so we ca n't see him . He glances down the street . Gusts of wind blow the costumes of children going from house to house . The shape moves . CAMERA tracks behind him as he walks toward the Wallace house . The shape stops in front . Through the front room windows we can see Annie talking to the WALLACES as they put on their coats . The front door opens . CAMERA and shape quickly MOVE BEHIND A TREE to hide from sight . The Wallaces step out of their house and walk to the garage . Annie and LINDSEY WALLACE , a pretty little nine - year - old , stands in the doorway framed by the hall light . Out of the garage comes the Wallaces ' car . It turns and disappears down the street . Annie closes the door . The shape steps out from behind the tree and stares at the house . ANGLE ON WINDOW The shape moves to see inside a window of the Wallaces house . Inside , we see Annie turn on the TV . She goes to the mirror on the wall and begins to brush her hair .

A police car pulls up in front of the Myers house . Brackett and Loomis get out and stand by the front gate .86A ANGLE DOWN SIDE OF HOUSE Looking down the side of the house we see Loomis and Brackett walk up to the front porch . A broken , rusted RAIN GUTTER CLANGS back and fourth against the house in the wind .

The front door slowly opens . Brackett and Loomis stand in the doorway . They glance at each other . Brackett draws his gun and the two men step inside . It is totally dark in the house . Brackett 's flashlight comes on , illuminating the two men . As they move through the house CAMERA TRACKS with them . Suddenly Brackett stops . He trains his flashlight on a SMALL OBJECT in the corner of the room .For a moment Bracket does n't speak . Then he steps closer to the object .Both men look down off screen at the animal . Brackett bends down to it .He stands back up and looks at Loomis .Brackett gets a disgusted expression and steps away .Brackett looks back at the dead animal .

Loomis and Brackett cautiosly step into the bedroom , the same room where the murder took place fifteen years ago . The glow from a distant street light casts the shadows of blowing trees on the walls .Loomis walks over to the spot where the sister was sitting .Loomis turns and glances at the window . He slowly walks toward it .88A LOOMIS ' POV - WINDOW CAMERA SLOWLY TRACKS IN toward the window . 88B ANGLE ON LOOMIS Loomis stops by the window .Blown loose by the wind , the rain gutter suddenly swings down and SMASHES through the window with a THUNDERING CRASH of broken glass . Loomis jumps back , reaches into his coat pocket and draws a .357 magnum revolver . Brackett stares at him . Loomis sees Brackett 's reaction and slowly reholsters the revolver .Brackett just looks at him a moment .Brackett turns and walks out of the bedroom . For a moment Loomis stares at the rain gutter in the broken window .

CAMERA SLOWLY TRACKS through the Doyle house . It is a large home with a staircase that leads to the bedrooms upstairs . Through a doorway we see a very modern kitchen . There is a dining room and living room with a big bay window that looks out into the street . Laurie sits with Tommy Doyle on the couch reading him a story . Tommy has his Halloween costume on and a big bag of candy on the floor .Tommy pulls out a stack of comic books from underneath the couch .Laurie glances through the stack of comic books .The phone RINGS in the other room . Laurie goes to answer it . She picks up the reciever in the den .

Annie stands making popcorn , the phone at her ear .LESTER , a large , ferocious - looking German shepherd , trots happily into the kitchen , spies Annie and walks over to her . He nudges her legs with his head .She turns and reaches for Lester uncertainly .Lester GROWLS at her menacingly .Lindsey trots into the room .Immediately Lester walks over to the back door . Lindsey opens the door and the dog trots out . Then Lindsey closes the back door and walks back into the living room .INTERCUT WITH LAURIE IN DEN

Tommy walks to the front window and looks out . TOMMY 'S POV - STREET A couple TRICK OR TREATERS walk by . Behind them , across the steet , stands THE SHAPE , LOOKING INTO THE HOUSE .

CAMERA is behind the SHAPE , looking into the Doyle house . We can see Laurie talking on the phone . The shape 's head moves slightly and WE PAN to see Tommy at the front window looking out . Tommy moves away from the window . PAN back to see him enter the den and pull on Laurie 's blouse .

Tommy runs to the window in the den and points . Laurie walks over with the phone and looks . LAURIE 'S POV - STREET The street is empty . ANGLE ON LAURIE - TOMMYTommy rushes out of the den .

Tommy dashes up to the front window and looks out . POV - STREET We see the man as he passes under a streetlight on his way TOWARD THE WALLACE HOUSE .

Annie stands by the kitchen stove making popcorn .POV FROM OUTSIDE KITCHEN WINDOW The shape stands close to CAMERA watching Annie make popcorn . She puts the butter in the pan .Annie starts to pour the butter over the popcorn but instead pours it on herself .Annie hangs up . She quickly takes off her blouse and blue jeans . She stands in the kitchen with only her panties on . She pulls a box of cornstarch out of the closet and sprinkles it out on the stains of butter . ANGLE ON SIDE OF HOUSE The shape moves closer to the kitchen window and knocks over a potted plant . It CRASHES noisily against the side of the house .

Annie is startled by the crash . She looks outside the window . POV OUT KITCHEN WINDOW A hanging plant swings in the wind . It BUMPS against the side of the house . ANGLE ON ANNIE She turns from the window and walks out of the kitchen . 104A EXT. . WALLACE HOUSE The hanging plant continues to WHAP against the house . A HAND suddenly stops its motion . The shape leans up close to the kitchen window , looking inside . 104B ANGLE ON DOG From the darkness of the back yard Lester springs forward into CAMERA , SNARLING and BARKING viciously . 104C ANGLE ON SHAPE - DOG The shape darts away from the kitchen window , the dog SNAPPING right after him . 104D INT . WALLACE HOUSE Annie listens to the GROWLING of the dog . She turns to Lindsey in the living room .Suddenly the GROWLING sounds ABRUPTLY STOP .Annie turns and walks into the living room . 104E EXT. . WALLACE HOUSE We see the shape 's legs a few feet from the house . Next to him are LESTER 'S LEGS , kicking and struggling a few feet above the ground . Off screen , the shape is strangling the dog in mid - air . Finally the dog 's legs stop moving and DANGLE LIFELESSLY . The shape moves away from the house .

Laurie and Tommy are sitting on the couch watching the Horrorthon on TV .Laurie holds out her hand . Tommy takes it and together they walk into the kitchen .

Annie walks through the passageway to the laundry room . She is wearing a nylon robe and carrying her clothes to be washed . The wind blows the robe open . ANOTHER ANGLE - PASSAGEWAY The shape stands behind a tree watching Annie walk along the passageway .

Annie walks into the dark laundry room . Almost immediately the wind BLOWS THE DOOR SHUT ! Annie stands motionless for a moment , then begins looking for the light switch .ANGLE ON DOOR The door CREAKS open . Behind the door we see the outline of the SHAPE STANDING THERE . ANGLE ON ANNIE Annie turns toward the slightly open door .Silence .Silence . The wind blows the door open a little wider . In the light from the main house , Annie sees the light switch . Quickly she flicks on the switch and the laundry room lights up . She glances outside the door . There is no one there .She steps back inside and crosses to the washing machine . She opens the top and dumps her clothes inside .Suddenly a big gust of wind comes through the opened window above her . The door SLAMS SHUT ! Annie hurries to the door and tries to open it . It wo n't open . CLOSE SHOT - ANNIE She tries to pull the door open . BEHIND HER , in the open window above the washing machine , we see the SHAPE looking in .

LINDSEY WALLACE , 8 years old with a pretty face , watches the Horror Marathon at top volume on TV . She does n't hear Annie 's call .

Annie turns and glances at the window above the washing machine . THE SHAPE IS GONE . She quickly crosses to the washing machine , climbs up on top of it and starts out the window . Half way through she GETS STUCK . She tries to squirm her way back in but it 's hopeless .From the house Annie hears the phone ring .

Lindsey still sits in front of the TV . She lets the phone ring away . Finally she gets up and walks to the phone , her eyes pivoted on the TV . She picks up the reciever .Lindsey hangs up the phone and walks through the kitchen to the back door . She calls from the door .ANGLE ON ANNIE HANGING OUTSIDE THE WINDOW

Lindsey crosses to the laundry room door . It is bolted from the outside . She lifts the bolt and looks inside the room .

Lindsey pulls on Annie 's legs and she slides from the window onto the dryer .

As Annie and Lindsey walk back into the house , the phone rings . Lindsey races across the room and picks it up .Lindsey sets down the reciever and walks out of the kitchen . Annie gives Lindsey a dirty look and picks it up .Suddenly behind Annie THE SHAPE WALKS THROUGH THE HALLWAY BETWEEN THE LIVING ROOM AND THE KITCHEN . She does n't see it .Annie hangs up the phone . She walks into the living room . Lindsey is back watching the TV Horrorthon .Annie calculates a moment .Lindsey 's eyes light up .

Annie and Lindsey come out of the Wallace house . Lindsey carries a bowl of popcorn . Annie has a coat over the negligee . They walk down the street to the Doyles . The wind blows strong and whips the negligee around Annie 's legs . ANOTHER ANGLE - STREET As the girls make their way down the street . The SHAPE steps into the glow of the streetlight and watches them . He pulls a LARGE KNIFE from his pocket . The BLADE GLISTENS in the light .

Laurie and Tommy are covered with pumpkin meat when the doorbell rings . Tommy runs to answer it . He opens the door . Annie and Lindsey stand there .Lindsey sees the TV and runs into the living room . She takes off her coat ; sits in front of the TV and eats her popcorn . Laurie comes from the kitchen . She glances at Annie 's coat .Laurie glances at Lindsey .Before Laurie can say anything else , Annie rushes out the door . Laurie closes the door and looks in at Tommy and Lindsey engrossed in the Horrorthon .

Annie hurries across the back yard and steps into the garage . She walks to her car .She tries the door . It is LOCKED .Quickly she turns and walks out of the garage .

Annie wanders through the empty house looking for her purse . She finds it in the front room , takes out her brush and lipstick and stands in front of the mirror primping .She glances up at her image in the mirror .Suddenly the phone RINGS . Quickly Annie grabs it .She hangs up , grabs her purse and rushes out the door .

Annie walks into the garage , over to her car and opens the door . It is now UNLOCKED , but Annie does n't notice .

Annie slides in and inserts the key in the ignition . The car starts . Annie glances at the car door lock . Suddenly she remembers it was locked . She stares at it , puzzled . An instant later , A MAN SITS UP IN THE BACK SEAT . HE WEARS A HALLOWEEN MASK made of rubber with the grotesqe features of a man . He reaches forward and grabs her . Annie SCREAMS . She lurches for the door . The man puts one hand over her mouth and brings the HUGE BUTCHER KNIFE up to her throat .

From outside the car we see the struggle inside . Annie 's anguished face presses against the steamed window . Her SCREAMS are muffled by the closed car . Suddenly , the struggle stops . Annie 's face slides down the car window leaving a track in the wet surface . Then slowly the track in the glass steams over again .

Music from INVASION OF THE BODY SNATCHERS fills the room . Lindsey and Tommy are riveted to the screen . Tommy glances at Lindsey and slowly sneaks away from the couch . He jumps to a window and ducks behind a curtain .Lindsey turns around and looks for Tommy .No answer . Lindsey gets up from the couch to search for Tommy . BEHIND CURTAIN Tommy hides , preparing to jump out and scare Lindsey . For a moment , he glances out the window . TOMMY 'S POV - WALLACE BACK YARD The figure of a MAN carries what seems to be a BODY across the Wallace 's back yard .

Tommy SCREAMS and jumps out from the curtain , scaring the hell out of Lindsey , who also SCREAMS and begins crying .Laurie rushes in from the kitchen finding the children in tears .Tommy points out the window .At this , Lindsey begins to CRY even louder . Laurie bends down to comfort her .Tommy turns away from Laurie and Lindsey and walks over to the couch in front of the TV set . Almost instantly , Lindsey stops crying and follows him .Lindsey sits up next to Tommy and hugs him . Laurie shakes her head and walks back into the kitchen .

The old Myers house looks ominous and forboding silhouetted against the dark , whishing trees . CAMERA TRACKS behind the hedge where Loomis sits waiting . Suddenly , there are noises from the street . Loomis parts the hedge in front of him and stares . LOOMIS ' POV - STREET Three boys , Keith , Richie and Lonnie -LRB- from the playground -RRB- creep up to the edge of the sidewalk in front of the old house . They stare fearfully at the dark , tomb - like structure .For a moment Lonnie hesitates , then slowly moves through the front gate up toward the porch . ANGLE ON LOOMIS He watches the young boy walk toward the house , unsure whether he should interfere or just watch . LOOMIS ' POV - OLD HOUSE - STREET Lonnis makes it to the front porch and tentatively steps up to the door . He glances back to his friends in the street . Loomis ' POV moves to the street .Then Loomis ' POV moves back to Lonnie at the front door . The boy turns to open the door . He 's scared out of his mind . ANGLE ON LOOMIS Loomis quietly stands up behind the hedge .LOOMIS ' POV - OLD HOUSE Lonnie spins around and stares in horror at the talking hedge . ANGLE ON LOOMISLOOMIS ' POV - OLD HOUSE - STREET Moving like the wind , Lonnie barrels off the porch and races back to his friends . The boys hurtle off down the street in utter terror . ANGLE ON LOOMIS He watches them race away , smiling to himself . Suddenly , TWO HANDS enter frame and grab Loomis ' shoulders . Loomis jumps and spins around . Standing there is Brackett .Brackett turns and walks back to the street . Loomis watches him for several moments .

The house is quiet , dark . The lights are all out . Annie 's car is parked in the garage . A car pulls up in front of the house and parks . Its lights flick off . The sounds of LAUGHTER come from inside .

BOB SIMMS , a good - looking 17 - year - old , POPS open a can of beer . Next to him Lynda guzzles hers . They embrace .Bob grabs Lynda and she starts giggling . The can of beer falls over onto the front seat .

Then you rip my clothes off. Then we rip LYNDSEY'S clothes off. I think I've got it.

Bob opens the door and together they fall out onto the ground . Bob picks Lynda up and carries her up to the front door .Lynda squirms in Bob 's arms . As he sets her down her foot accidentally hits the front door and it swings open . Lynda and Bob both stop .Bob and Lynda enter the house .

The living room is empty . The lights are off . Lynda and Bob enter the house and begin turning on the lights .Bob walks over to Lynda .They embrace . Bob pulls Lynda over to the couch and turns out the light . They kiss . A SHADOW COMES OVER THEM . They continue kissing , unaware of the shape of a man on the stairway WATCHING .

The house is totally black inside . The only sound is the music score from `` The Thing . '' Suddenly , the sound of laughter is heard from the kitchen . Then an orange light floats around the room . As it gets closer , we see that Laurie is carrying a Jack - O - Lantern , with a candle illuminating from the center of the pumpkin . Behind Laurie is Lyndsey and Tommy making scary noises . The procession continues through the house .The procession continues to the front window . Laurie places the Jack - O - Lantern on the window sill . She looks down the street toward the Wallaces . LAURIE 'S POV OF THE WALLACE HOUSE Laurie sees Bob 's car parked in front of the house . ANGLE ON LAURIE Laurie smiles to herself .Laurie sits down on the couch and sighs . Lindsey and Tommy cuddle up with her , one on either side . The phone rings . Laurie gets up to answer it .

Lynda sits on the couch in the dark . Her hair and clothes are messed up . Bob lies on the couch , his head on her lap .Lynda hangs up the phone and grins .Lynda grabs Bob 's hand and stands up .Bob grins .Lynda pulls Bob up from the couch and they walk quickly up the stairs .

Laurie stands by the telephone . She walks to the window and glances out . LAURIE 'S POV - WALLACE HOUSE It is dark . ANGLE ON LAURIE Laurie shrugs , turns away from the window and walks back to Tommy and Lindsey sitting on the couch .

Sounds of lovemaking come from the bed . The only light is a candle illuminating the sheets as they move slowly up and down and from side to side . Empty beer cans leave a trail from the door to the bed . The moans from Lynda begin increasing . They get louder . Building to a crescendo . The phone rings . The lovemaking suddenly stops .Lynda rises up on one arm . The sheets fall away from her , showing a very beautifly young body . Her hair is a mess and she is frustrated . The phone continues to ring .Bob opens a fresh can of beer . He chugs it down .The phone stops ringing .Lynda reaches over and kisses Bob behind the ears . She slowly moves around his ear with her tongue . Bob grabs Lynda and pushes her down on the bed . CAMERA MOVES BACK from the bed as their lovemaking continues , back through the bedroom doorway . Standing there in the darkness is THE SHAPE watching them . Finally , Bob and Lynda climax . Bob rolls off Lynda . She lights a cigarette and hands it to Bob , then lights one for herself .Bob gets out of bed and pulls his jeans on . He looks for his glasses . He finds them and puts them on .Bob leans over and kisses Lynda . He leaves . Lynda leans back onto the pillows . She smiles to herself .

Bob comes through the swinging doors . He opens refrigerator and takes out two beers . He looks around the kitchen . He opens the cupboards and takes out a bag of potato chips . In another cupboard he finds a can of peanuts . Bob gathers the food and beers into his arms . He shuts the doors . WHAM ! He steps into a chair , knocking him backwards . The beer falls on the floor along with the chips and peanuts .ANONOTHER ANGLE Bob has his head down , intent on cleaning up the mess . There is a SLAM from across the kitchen . Bob looks up . BOB 'S POV - DOOR The back door of the kitchen slowly swings open , as if it has been slammed shut and the bolt did n't catch . It squeaks on it 's hinges as it swings back and forth .

Slowly , Bob gets to his feet and walks over to the door .He steps to the door and looks outside . BOB 'S POV - BACK YARD The yard is empty . Just the wind blowing the trees . ANGLE ON BOB He turns from the door . There is a SQUEAK from one of the two closet doors by the kitchen counter . Bob freezes , staring at the two doors .He walks to one of the doors and opens it . Nothing inside .He steps to the other door and opens it . RIGHT BEHIND THE DOOR STANDS THE SHAPE wearing the rubber mask . He steps out and grabs Bob around the neck with an instantaneous lunge . Bob tries to jump away , but the shape has a firm hold on his neck . Bob COUGHS and GAGS from the pressure . Then the shape LIFTS BOB UP OFF THE FLOOR . ANGLE ON BOB 'S FEET Bob 's feet leave the floor . ANGLE ON BOB 'S FACE He makes a gutteral sound deep in his throat as the shape 's hand closes tightly around his windpipe . ANGLE ON SHAPE Behind the mask are two burning eyes . The shape moves forward . ANGLE ON WALL Still holding him up with one hand , the shape SLAMS Bob against the wall , holding him several feet off the floor . Bob struggles to get free . The shape lifts his other hand . It holds the butcher knife . The shape drives the knife deeply into Bob 's chest with a SLAMMING THUD , the other end of the knife stuck through the wall . Then the shape steps away . Bob hangs there , impaled on the wall , eyes still open in horror , dead .

Lynda lounges in the bed smoking another cigarette . She hears Bob enter the room but does n't look up .No answer . Lynda turns around and looks . ANOTHER ANGLE - LYNDA 'S POV The SHAPE STANDS in the doorway . He is covered with A SHEET LIKE A GHOST . He WEARS BOB 'S GLASSES .The ghost does n't answer . ANOTHER ANGLE - LYNDA AND GHOST Lynda looks at the ghost . She slides the sheets down from her body .The ghost does n't answer . He continues to stare at Lynda .Lynda laughs at her own joke , then stops when she sees the ghost is motionless .Nothing . The ghost just stands there .Lynda gets out of bed . She is nude and looks beautiful and sensuous in the candlelight . She walks over to the phone .Lynda sits down on a chair by the telephone . In the b.g. the ghost stands in the doorway . She starts to dial the phone . The ghost starts walking toward her .

The house is very quiet . The kids are asleep . Laurie is sitting on the couch knitting . The phone RINGS .Laurie crosses to answer the phone .

Lynda holds the phone to her ear . The ghost walks up slowly behind her . He raises his hands to grab her .

Lynda hears Laurie 's hello as THE GHOST GRABS THE PHONE . He clamps one hand over Lynda 's mouth . She squirms and writhes . He takes the telephone cord and wraps it around her neck .

Laurie hears SQUEALS , and rustling sounds across the phone .Laurie continues to hear weird SOUNDS .

Lynda tries to fight off the ghost . He wraps the cord around her neck . He pulls tight . Lynda reaches up and pulls on the sheet . It slides off the man , to reveal the grotesque Halloween mask . Lynda gasps and tries to scream . The man pulls the cord tighter . Her face turns blue . She opens her mouth , trying to get air , then slowly slumps forward and remains motionless . LYNDA IS DEAD . The shape picks up the reciever and puts it to his ear .

Silence over the phone .Silence .More silence .Suddenly the phone goes dead . Laurie stares at the reciever , then hangs up . She crosses to the window and looks out toward the Wallace house . LAURIE 'S POV - WALLACE HOUSE The street is quiet , dark and windy . Bob 's car is parked in front of the Wallace house . SUDDENLY A LIGHT GOES ON IN THE BEDROOM . ANGLE ON LAURIE She stares at the house , puzzled . LAURIE 'S POV - WALLACE HOUSE THEN THE LIGHT GOES OFF .

Laurie moves from the window back to the telephone and dials Annie 's number . We HEAR the phone ringing on the other end .

CAMERA SLOWLY TRACKS through the darkened bedroom of the Wallace house . There is no sign of a struggle . The room is empty . The phone RINGS away .

Laurie finally hangs up the phone . She stands for a moment considering it , then turns and walks upstairs .

Laurie opens the door to the bedroom . Tommy and Lindsey are sound asleep on the bed . She looks at them a moment , then closes the door behind her .

Laurie comes back downstairs . She takes a key out of her purse and again steps to the window . LAURIE 'S POV - WALLACE HOUSE Dark and silent . ANGLE ON LAURIE She steps to the front door .

Loomis sits in silence behind the hedge watching the Myers house . Frustrated , he gets up and walks to the street . For a moment he glances back at the Myers house , then starts down the quiet residential street . LOOMIS ' POV - STREET - STATION WAGON It is empty except for a station wagon parked several blocks away . ANGLE ON LOOMIS He turns away from the street . Then a thought strikes him . He looks again . LOOMIS ' POV - STREET - STATION WAGON THE LONE CAR IS LOOMIS ' STATION WAGON . ANGLE ON LOOMIS He 's not certain of it . Slowly Loomis starts walking down the street toward the station wagon .

Laurie locks the Doyle house and walks away out into the street . The wind whips her clothes and hair . LAURIE 'S POV - WALLACE HOUSE - MOVING SHOT MOVING SHOT toward the Wallace house , dark and ominous . MOVING SHOT - LAURIE She moves down the street , shivering in the chill wind . She puts the key to the Doyle house in her pocket . LAURIE 'S POV - WALLACE HOUSE - MOVING SHOT A car turns the corner and drives past the Wallace house , casting a strange shadowy pattern across the front of the house . MOVING SHOT - LAURIE She picks up her speed , now up the sidewalk . LAURIE 'S POV - WALLACE HOUSE - MOVING SHOT The house looms closer and closer .

TRACKING SHOT with Loomis as he walks up the street . LOOMIS ' POV - STATION WAGON The station wagon moves closer . MOVING SHOT - LOOMIS He recognizes it and races forward . LOOMIS ' POV - STATION WAGON CAMERA TRACKS IN to the station wagon , right up to the STATE EMBLEM emblazoned on the side .

CAMERA MOVES UP to the front of the Wallace house . Laurie walks up to the front porch . She stands there a moment , listening , as if to hear some sound of life from the inside . She KNOCKS on the door and RINGS the doorbell . She waits . Silence . She steps off the porch and walks around to the side of the house , CAMERA TRACKING WITH HER . She moves to the garage and peeks inside . There is Annie 's car . Laurie thinks a moment , then looks to the street . LAURIE 'S POV - BOB 'S CAR Bob 's car sits there on the street . ANGLE ON LAURIE She turns and walks through the breezeway between the house and garage around to the back door . THE KITCHEN DOOR IS AJAR , swinging back and forth in the wind . Laurie pulls open the door and steps into the house .

The kitchen is dark . Laurie stands there a moment staring into the blackness .No answer .No one answers . Laurie searches for the wall light . She flips it and nothing happens . She looks again into the darkness .Nothing . Laurie moves forward into the house , CAMERA TRACKING WITH HER . Laurie walks into the living room . She stops to let her eyes get accustomed to the almost total darkness . She reaches for a nearby lamp and trips over the cord . The lamp CLUNKS to the floor .SUDDENLY THERE IS A CRASHING SOUND FROM UPSTAIRS . Laurie spins around and stares up the dark staircase . Another SQUEAK from above . Laurie smiles .Silence .Another SOUND from upstairs , a DRAGGING across the floor . Laurie moves to the head of the staircase . The dragging sound STOPS ABRUPTLY . Silence .A SCRAPING SOUND , then silence .Slowly Laurie starts up the staircase .

Loomis stands by his car glancing up and down the empty street . Finally he makes up his mind and starts moving down the street , almost running , looking back and fourth at the rows of houses on either side for something out of place .

SLOWLY TRACKING up the staircase . MOVING SHOT - LAURIE as she slowly moves up the stairs . She reaches the top and stops . LAURIE 'S POV - SECOND FLOOR HALLWAY It is totally dark . At the end of the hall is the bedroom door . From around the edges of the door is the faintest ORANGE GLOW . ANGLE ON LAURIE She moves for the door , CAMERA TRACKING WITH HER . LAURIE 'S POV - DOOR She reaches the door . Her hand reaches out and touches it . The door swings open . A Jack - O - Lantern casts and eerie glow around the room . There is SOMEONE lying on the bed but from this position Laurie ca n't see . ANGLE ON LAURIE She moves forward toward the bed . LAURIE 'S POV CAMERA MOVES FORWARD . There on the bed is ANNIE ! Her face is a chalky white and there is a huge red gash across her throat . AT THE HEAD OF THE BED IS JUDITH MYERS ' TOMBSTONE . ANGLE ON LAURIE She stares at the bed and then SCREAMS at the top of her lungs . SUDDENLY SOMETHING DROPS DOWN AT HER FROM ABOVE . Laurie jumps back to the door . LAURIE 'S POV - BOB Strung up to the light fixture on the ceiling , dangling there in the middle of the room , is Bob , eyes open and staring .

Laurie backs out of the bedroom . Her mouth is open in speachless horror . SUDDENLY A DOOR NEXT TO HER SLOWLY OPENS . There is LYNDA standing there , propped up by a chair , staring at her with glazed , dead eyes . ANGLE ON LAURIE - CORNER -LRB- LIGHTING EFFECT -RRB- Laurie shrinks back into a dark corner . She can only stare in horror at the sight of her dead friend . SUDDENLY WE ARE AWARE OF SOMETHING THERE IN THE DARK CORNER . It is almost as if our eyes have suddenly begun to adjust to the darkness and we see THE OUTLINE OF A MAN standing right behind her . The outline becomes more and more clear . It is the shape , wearing the mask , the butcher knife in his hand , gleaming , RIGHT BEHIND LAURIE . Laurie suddenly moves away from the corner . The shape lunges out at her . CLOSE SHOT - LAURIE 'S BACK - HAND The hand grasps a piece of Laurie 's blouse and RIPS it . CLOSE SHOT - LAURIE She SCREAMS and spins around . ANGLE ON SHAPE He stands there holding up the piece of material , then raises the butcher kinfe and moves for her . ANGLE ON LAURIE CAMERA MOVES WITH HER as she backs away , SCREAMING at the top of her lungs . ANGLE ON SHAPE He lunges at her suddenly with the knife . ANGLE ON LAURIE - TOP OF STAIRCASE THE KNIFE SLICES ACROSS HER ARM , ripping her flesh . Laurie suddenly jumps backward , raising her arm instictively . ANGLE ON RAILING Laurie bumps back into the railing . ANGLE ON SHAPE He lunges again with the knife . ANGLE ON LAURIE She leaps backward to avoid the blade and slips over the edge of the railing . LAURIE 'S POV CAMERA POUNGES DOWN from the second floor and SLAMS into the floor . ANGLE ON LAURIE She hits the floor and rolls over , holding her leg painfully . Then she looks up at the staircase . POV - STAIRCASE The shape moves to the top of the staircase and STARTS down toward her . ANGLE ON LAURIE She pulls herself up off the floor and hobbles into the living room . ANGLE ON STAIRCASE Thge shape races down the stairs . ANGLE ON LAURIE She moves for the kitchen . She trips on the fallen lamp and fall to the floor . ANGLE ON SHAPE The shape steps into the living room , knife raised . ANGLE ON LAURIE - KITCHEN She crawls to the kitchen , rolls inside an SLAMS the kitchen door behind her . In a flash , she leaps up and CLICKS the lock . There is a POUNDING on the door from the other side . Laurie slowly climbs to her feet and limps toward the back door . Suddenly , the kitchen door EXPLODES , the middle of it BREAKING APART . The shape reaches through , groping for the lock . ANGLE ON DOOR Her hand tries the door . It is KEY - LOCKED . ANGLE ON LAURIE Desperately she tries the door , glancing behing her . ANGLE ON SHAPE The shape 's hand reaches for the lock . ANGLE ON LAURIE She steps back from the door into the kitchen . LAURIE 'S POV - KITCHEN WINDOW She sees the kitchen window over the sink . ANGLE ON LAURIE She hobbles to the sink , climbs up on it and grabs the window . With a heave she opens it half - way . ANGLE ON SHAPE The shape 's hand grabs the lock and CLICKS it open . ANGLE ON LAURIE - KITCHEN WINDOW She can only get it three - fourths open . Headfirst she crawls through the window . ANGLE ON SHAPE The shape pushes the door open and leaps into the kitchen . ANGLE ON LAURIE She drags herself roughly out the window . CLOSE SHOT - WINDOW The shape grabs at Laurie 's legs as they disappear through the sill .

Laurie picks herself up from the ground and runs as fast as she can , limping across the backyard , CAMERA MOVING WITH HER . She passes the driveway and scurries into the neighbor 's backyard , up to the back door of the house . She POUNDS furiously on the door .She looks behind her . LAURIE 'S POV - WALLACE HOUSE No sign of the shape . The house is dark and silent . ANGLE ON LAURIE The back porch light comes on . Laurie continues to POUND on the door . LAURIE 'S POV - DOOR Through the glass in the back door we see an OLD WOMAN dressed in a nightgown approach . ANGLE ON LAURIELAURIE 'S POV - DOOR The old woman stares at her suspiciously for a moment , then turns from the door and walks away . ANGLE ON LAURIE THE PORCH LIGHT GOES OUT .She turns around and looks back . LAURIE 'S POV - WALLACE HOUSE Nothing . No sign of the shape . ANGLE ON LAURIE She hobbles off the back porch and runs across the yard to the street . CAMERA MOVES WITH HER as she limps along .

Laurie rushes up to the front door . She reaches in her pocket for the key and drop it on the porch . Quickly she bends down and scrambles for it . She looks back toward the street . LAURIE 'S POV - STREET The street is empty . The wind WHISHES the trees . Leaves sprinkle down .

Laurie gropes around for the key . It lies over a crack in the wooden porch . She reaches for it but her fingers nudge the key between the crack , down out of sight . Laurie SCREAMS with frustration and glances back at the street . LAURIE 'S POV - STREET THE SHAPE WALKS SLOWLY DOWN THE MIDDLE OF THE STREET , RIGHT TOWARD HER ! ANGLE ON LAURIE Laurie begins to BANG on the front door .She grabs a planter on the porch , steps back and hurls it at an upstairs window . ANGLE ON UPSTAIRS WINDOW The planter SMASHES against the window . A light goes on . Tommy appears sleepily at the window .ANGLE ON LAURIEShe looks back at the street . LAURIE 'S POV - STREET The street is empty . THE SHAPE IS GONE . ANGLE ON LAURIE She stands there breathlessly , her eyes burning in the darkness . Finally the door opens . Tommy stands there in his pajamas . Laurie leaps inside and SLAMS the door .

Laurie bolts the door from the inside .Tommy turns and runs upstairs CRYING . Laurie moves from the door to the telephone . She picks it up , dials a number and waits . Then suddenly she reacts . The PHONE IS DEAD . No dial tone . She puts down the phone and stands very still . There is A SLIGHT BREEZE BLOWING HER HAIR . Slowly Laurie moves around the couch . LAURIE 'S POV - KITCHEN From the living room we see into the kitchen . THE BACK DOOR IS OPEN . ANGLE ON LAURIE Laurie does n't move . She begins crying softly , her eyes wide with fear .Silence . No movement anywhere in the house . Slowly Laurie sinks down to her knees by the couch . CLOSE SHOT - KNITTING NEEDLES Her hand brushes against the knitting needles protruding from her totebag . ANGLE ON LAURIE - COUCH She reacts to the feel of the knitting needles and pulls one out . It is long and deadly sharp . She stares at it . SUDDENLY THE SHAPE LEAPS UP FROM BEHIND THE COUCH ! He springs at her , plunging the butcher knife . ANGLE ON COUCH The blade of the butcher knife THUMPS into the couch . ANGLE ON LAURIE - SHAPE Instinctively Laurie raises the knitting needle and drives it home , right into the shape 's neck ! The shape springs backward , clawing at the needle , rolling his head back and forth . Then suddenly he freezes , hands outstretched , motionless , and falls into a heap on the floor . Laurie sits there . The shape does n't move . Laurie begins to cry again , harder and harder .

CAMERA MOVES WITH LOOMIS as he moves along the street . Suddenly two headlights hit him and a police car swerves to a stop next to him . Brackett gets out .Brackett turns and hurries back to the car . Loomis starts up the street again as Brackett pulls off in the other direction .

WIDE SHOT of the living room . Laurie is on one side of frame , the motionless shape lying behind the couch on the other . Slowly Laurie stands up , stares at the shape and then moves to the staircase . Slowly , painfully , Laurie climbs up the stairs .

Tommy and Lindsey are huddled in a corner WHIMPERING softly . The door opens and Laurie steps in . The two children run to her CRYING . She holds them in her arms tightly and nudges the door shut with her foot .She takes the children back to the bed and sits down with them .SUDDENLY THE BEDROOM DOOR SWINGS OPEN . Standing there is THE SHAPE , the butcher knife raised . Both children SCREAM . Laurie shoves them into the bathroom and pulls the door shut , leaving herself outside in the bedroom .The shape moves for her , slowly now , but relentless , the knife glistening . There is a CLICK as the bathroom door is locked . Laurie leaps away from the door and circles around the bed . The shape keeps coming . Laurie dashes to a clothes closet and ducks inside .

Laurie pulls the sliding doors closed and crawls back into the small , dark interior of the closet . Suddenly the doors begin to buckle as the shape pounds on them . ANGLE ON LAURIE She reaches up and grabs a wire hanger from the top of the closet . She rips off the shirt and begins unhooking it . ANGLE ON CLOSET DOOR The door buckles inward as the shape SMASHES against it . ANGLE ON LAURIE She twists the top of the hanger , unwinding the wire . ANGLE ON CLOSET DOOR The door BREAKS IN . The shape steps inside , pushing aside the clothes . ANGLE ON LAURIE She unhooks the hanger and bends it out straight . ANGLE ON SHAPE The shape leans in , peering down at Laurie in the corner , raising the knife . ANGLE ON LAURIE Holding the hanger with both hands she thrusts it forward with all her might . ANGLE ON SHAPE The wire hanger flashes into the shape 's right eye . He leaps back in pain , dropping the butcher knife , grabbing his eye with both hands . ANGLE ON LAURIE She grasps the butcher knife with both hands and jabs it upward . ANGLE ON SHAPE The butcher knife plunges into the shape 's mid - section , right down to the hilt . The shape stumbles backward out of the closet . ANGLE ON LAURIE She just sits there in the corner of the closet . There is a THUMP from the bedroom , then silence . Slowly Laurie crawls around and peeks out of the closet doors . LAURIE 'S POV - SHAPE The shape lies on the floor by the bed , the butcher knife protruding from his stomach .

Laurie emerges from the closet and carefully crosses the bedroom , avoiding the shape 's body . She goes to the bathroom door and knocks softly .There is a silence , then the door opens . On the other side are Tommy and Lindsey , looking utterly terrified . Laurie bends down and shields them from the sight of the shape .She stands up and carefully guides the children across the bedroom to the door and ushers them outside . She watches for a moment as they walk down the stairs , then slumps down against the door frame in an exhausted heap .

Tommy and Lindsey run out of the house and down the walk to the sidewalk . They rush up the street . As they leave frame we see Loomis on the other side of the street . ANGLE ON LOOMIS He watches the children with a puzzled frown . LOOMIS ' POV - TOMMY AND LINDSEY Shrieking with fear , Tommy and Lindsey run up the sidewalk . ANGLE ON LOOMIS He stares at them for a moment , then moves for the Doyle house .

We see through the bedroom door . In f.g. sits Laurie , slumped against the door frame , staring out at nothing , tears streaming down her face . In the b.g. lies the shape . Slowly Laurie begins to pull herself together once again . She gets up to her knees and begins to pull herself up to her feet . Her back is to the shape . As she starts to stand THE SHAPE SITS UP , the head turning to Laurie . CLOSE SHOT - LAURIE Laurie rises into frame , holding herself erect by grasping the door frame . BEHIND HER THE SHAPE RISES UP INTO FRAME , quickly , silently . Laurie just hangs there on the doorframe . An exhausted , ironic smile comes over her face .Slowly the shape moves for her , his hands outstretched . Just as he is about to grab her , Laurie manages to step out the door . ANGLE IN HALL Unaware he is behind her , Laurie limps toward the stairs . Suddenly the shape jumps out of the bedroom and grabs her , hands around her neck . Laurie SCREAMS . She twists and squirms and claws at him , her fingers ripping at his mask . She pulls it off over his face , wriggles out of his grip and turns around . CLOSE SHOT - MICHAEL The shape , Michael , stares at her with his one eye . He has a dank , white face with blond hair . There is something completely unhuman about his features , the open mouth , the dark staring eye . ANGLE IN HALL Michael lunges at her again . Suddenly there is a THUNDERING EXPLOSION and Michael is blown off his feet . Laurie falls back against the wall . ANGLE ON LOOMIS Standing at the top of the stairs is Loomis , gun in his hand . He moves forward down the hall . ANGLE IN HALL Michael slowly gets up to his feet , still refusing to die . Loomis stops and takes aim . BLAM ! BLAM ! BLAM ! Michael is hit three times , each bullet throwing him backward further down the hall until he hits the window at the end and SMASHES through it .

Michael falls from the second story right down into CAMERA with a CRASH ! ANGLE IN HALL Loomis rushes to Laurie and bends down beside her . For a moment she just cries in his arms , sobbing hysterically . Then she looks up at him with a glazed , wild expression .Loomis looks down at her , then up at the shattered window at the end of the hall .He walks slowly down to the window and peers out . LOOMIS ' POV - BACK YARD He looks down at the spot where Michael shoud be , but there is nothing there , just a TRAMPLED PATCH IN THE GRASS . ANGLE ON LOOMIS He stares down with growing fear , then looks out from the house . LOOMIS ' POV The back yard , the neighboring yards , the street , all are empty , quiet , dark . There is only the SOUND of the wind swelling in the trees . Michael is gone . FADE TO BLACK . ROLL END TITLES . THE END

On VIDEO : JANE BURNHAM lays in bed , wearing a tank top . She 's sixteen , with dark , intense eyes .Her mind wanders for a beat .Jane looks at us and sits up .FADE TO BLACK .

I need a father who's a role model, not some horny geek - boy who's gon na spray his shorts whenever I bring a girlfriend home from school.

What a lame - o. Somebody really should put him out of his misery.

Well, what do you expect? You ca n't all of a sudden be my best friend, just because you had a bad day.

My parents are coming tonight. They're trying to, you know, take an active interest in me.

They're such assholes. Why ca n't they just have their own lives?

I know. I kinda remember this really creepy incident when you were filming me last night?

Thanks, but I really do n't need to have some psycho obsessing about me right now.

Yeah, to you, he's just another guy who wants to jump your bones. But to me. he's just too embarrassing to live.

The people who used to live there fed these stray cats, so they were always around, and it drove my mother nuts. And then she cut down their tree.

Look, Mom, I really do n't feel like having a Kodak moment here, okay?

Well. you better believe I'd hate my father if he did something like that to me.

He's a total asshole and he's got this crush on my friend Angela and it's disgusting.

Gross, no! But it'd be nice if I was anywhere near as important to him as she is.

I know you think my dad's harmless, but you're wrong. He's doing massive psychological damage to me.

I'm serious, though. How could he not be damaging me? I need a father who's a role model, not some horny geek - boy who's gon na spray his shorts whenever I bring a girlfriend home from school.

Well, I've been baby - sitting since I was about ten. I've got almost three thousand dollars. ` Course, I was saving it up for a boob job.

I've been too embarrassed to bring her over. Because of you, and the way that you behave.

Dad! You stare at her all the time, like you're drunk! It's disgusting!

Look, I'm not gon na talk about his dick with you, okay? It's not like that.

Yeah, and maybe you should n't, all right? Maybe I do n't really want to hear all that.

Well, then so am I! And we'll always be freaks and we'll never be like other people. And you'll never be a freak because you're just too perfect.

That's the whole thing, Dad. They do n't feel like it's anything to be ashamed of.

Forgive me, sir, for speaking so bluntly, but those fags make me want to puke my fucking guts out.

Excuse me. Do n't you live on Robin Hood Trail? The house with the red door?

I just do these gigs as a cover. I have other sources of income. But my dad interferes less in my life when I pretend to be an upstanding young citizen with a respectable job.

I'm Ricky Fitts, I just moved in the house next to you. I go to school with your daughter.

Wow. It's been six months already. Can I give it to you in the morning? I just took a whiz.

I do n't think my dad would try to come in when somebody else is here, but you never know.

Urine. I have to take a drug test every six months to make sure I'm clean.

It's not mine. One of my clients is a nurse in a pediatrician's office. I cut her a deal, she keeps me in clean piss.

But this shit is top of the line. It's called G - 13. Genetically engineered by the U.S. Government. Extremely potent. But a completely mellow high, no paranoia.

There's a card in there with my beeper number, call me anytime day or night. And I only accept cash.

No, but I did see this homeless woman who froze to death once. Just laying there on the sidewalk. She looked really sad.

When you see something like that, it's like God is looking right at you, just for a second. And if you're careful, you can look right back.

No. One of my clients is a locksmith. He was short on cash one night, so I let him pay me in trade.

It's like official state china of the Third Reich. There's a whole subculture of people who collect this Nazi shit. But my dad just has this one thing.

It was one of those days when it's a minute away from snowing. And there's this electricity in the air, you can almost hear it, right? And this bag was just. dancing with me. Like a little kid begging me to play with it. For fifteen minutes. That's the day I realized that there was this entire life behind things, and this incredibly benevolent force that wanted me to know there was no reason to be afraid. Ever.

Video's a poor excuse, I know. But it helps me remember. I need to remember.

Sometimes there's so much beauty in the world I feel like I ca n't take it. and my heart is going to cave in.

Discipline. Yes, sir, thank you for trying to teach me. Do n't give up on me, Dad.

When I was fifteen, my dad caught me smoking dope. He totally freaked and decided to send me to military school. I told you his whole thing about structure and discipline, right?

Well, of course, I got kicked out. Dad and I had this huge fight, and he hit me. and then the next day at school, some kid made a crack about my haircut, and. I just snapped. I wanted to kill him. And I would have. Killed him. If they had n't pulled me off.

That's when my dad put me in the hospital. Then they drugged me up and left me in there for two years.

You know, that's not a very nice thing to do, hiring somebody to kill your dad.

Oh, I do n't need a ride. I'm going to go in with Jane and her mom.

I have to run next door. Jane left her geometry book in my bag and she needs it to do her homework.

And you should see me fuck. I'm the best piece of ass in three states.

If I had to go to New York. To live. Tonight. Would you come with me?

We wo n't have to. I have over forty thousand dollars. And I know people in the city who can help us get set up.

She's not your friend. She's somebody you use to feel better about yourself.

Yes, you are. And you're boring. And you're totally ordinary. And you know it.

We 're FLYING above suburban America , DESCENDING SLOWLY toward a tree - lined street .

My name is Lester Burnham. This is my neighborhood. This is my street. This. is my life. I'm forty - two years old. In less than a year, I'll be dead.

Of course, I do n't know that yet. He rolls over, looks up at us and sighs. He does n't seem too thrilled at the prospect of a new day.

This will be the high point of my day. It's all downhill from here.

That's my wife Carolyn. See the way the handle on those pruning shears matches her gardening clogs? That's not an accident.

She was n't always like this. She used to be happy. We used to be happy.

Janie's a pretty typical teenager. Angry, insecure, confused. I wish I could tell her that's all going to pass.

Both my wife and daughter think I'm this gigantic loser, and. they're right.

I have lost something. I'm not exactly sure what it is, but I know I did n't always feel this. sedated. But you know what? It's never too late to get it back.

Hello, this is Lester Burnham from Media Monthly magazine, I'm calling for Mr. Tamblin, please? Well, we're all under a deadline here, uh, but you see, there is some basic information about the product launch that is n't even covered in your press release and I. Yeah. Can I ask you a question? Who is Tamblin? Does he exist?'Cause he does n't ever seem to come in. Yeah, okay, I'll leave my number.

Oh, sure. Times are tight, and you got ta free up cash. Got ta spend money to make money. Right?

Like the time when Mr. Flournoy used the company MasterCard to pay for that hooker, and then she used the card numbers and stayed at the St. Regis for, what was it, like, three months?

That's fifty thousand dollars. That's somebody's salary. That's somebody who's gon na get fired because Craig has to pay women to fuck him!

I've been writing for this magazine for fourteen years, Brad. You've been here how long, a whole month?

Oh, well, let's just all sell our souls and work for Satan, because it's more convenient that way.

Well, they were still mad at you for cutting down their sycamore.

They've hired this efficiency expert, this really friendly guy named Brad, how perfect is that? And he's basically there to make it seem like they're justified in firing somebody, because they could n't just come right out and say that, could they? No, no, that would be too. honest. And so they've asked us -.

Oh, what, you're mother - of - the - year? You treat her like an employee.

I did n't say that. It's nobody's fault. Janie, what happened? You and I used to be pals.

What makes you so sure she wants us to be there? Did she ask us to come?

Well, I bet money she's going to resent it. And I'm missing the James Bond marathon on TNT.

Okay, good to meet you. You were also good tonight. Very. precise.

Oh really, do you need a ride? We can give you a ride. I have a car. You wan na come with us?

Oh, you have a car. Oh. That's great! That's great, because Janie's thinking about getting a car soon too, are n't you, honey?

Well, it was very nice meeting you, Angela. Any, uh, friend of Janie's is a friend of mine.

I feel like I've been in a coma for about twenty years, and I'm just now waking up.

Oh, we've met before, actually. This thing last year. Or the Christmas thing at the Sheraton.

did you ever see that movie, where the body's walking around holding its own head? And then the head goes down on that babe?

Does n't that make you nervous, just quitting your job like that? Well, I guess when you're all of, what? Sixteen?

Uh - oh. I'm in trouble. Nice meeting you, Ricky Fitts. Thanks for the, uh, thing.

That's right. I was choking the bishop. Shaving the carrot. Saying hi to my monster.

Well, excuse me, but I still have blood pumping through my veins!

Really? I'm the only one who seems to be doing anything about it.

This has n't been a marriage for years. But you were happy as long as I kept my mouth shut. Well, guess what? I've changed. And the new me whacks off when he feels horny, because you're obviously not going to help me out in that department.

On what grounds? I'm not a drunk, I do n't fuck other women, I do n't mistreat you, I've never hit you, or even tried to touch you since you made it so abundantly clear just how unnecessary you consider me to be. But. I did support you while you got your license. And some people might think that entitles me to half of what's yours.

It's a great thing when you realize you still have the ability to surprise yourself. Makes you wonder what else you can do that you've forgotten about.

I figured you guys might be able to give me some pointers. I need to shape up. Fast.

My entire life is passing before my eyes, and those two have barely broken a sweat.

So, Ricky, uh, I was thinking about the, uh. I was gon na. the movie we talked about.

Well, now I know how you can afford all this equipment. When I was your age, I flipped burgers all summer just to be able to buy an eight track.

Bench presses. I'm going to wail on my pecs, and then I'm going to do my back.

Brad, for fourteen years I've been a whore for the advertising industry. The only way I could save myself now is if I start firebombing.

Well, just what sort of severance package is `` management'' prepared to offer me? Considering the information I have about our editorial director buying pussy with company money.

Which I'm sure would interest the I.R.S., since it technically constitutes fraud. And I'm sure that some of our advertisers and rival publications might like to know about it as well. Not to mention, Craig's wife.

Well, what do you say I throw in a little sexual harassment charge to boot?

Can you prove you did n't offer to save my job if I'd let you blow me?

AMERICAN WOMAN, STAY AWAY FROM ME. AMERICAN WOMAN, MAMA LET ME BE. DO N'T COME A HANGIN' AROUND MY DOOR. I DO N'T WANT TO SEE YOUR FACE NO MORE.

Good. I'm looking for the least possible amount of responsibility.

Well, I'm sure there have been amazing technological advances in the industry, but surely you have some sort of training process. It seems unfair to presume I wo n't be able to learn.

Janie, today I quit my job. And then I told my boss to fuck himself, and then I blackmailed him for almost sixty thousand dollars. Pass the asparagus.

And your mother seems to prefer I go through life like a fucking prisoner while she keeps my dick in a mason jar under the sink.

Lose it? I did n't lose it. It's not like, `` Oops, where'd my job go?'' I quit. Someone pass me the asparagus.

I'm sick and tired of being treated like I do n't exist. You two do whatever you want to do whenever you want to do it and I do n't complain. All I want is the same courtesy -

Oh, and another thing. From now on, we're going to alternate our dinner music. Because frankly, and I do n't think I'm alone here, I'm really tired of this Lawrence Welk shit.

Mine. 1970 Pontiac Firebird. The car I always wanted and now I have it. I rule!

Whatever happened to that girl who used to fake seizures at frat parties when she got bored? And who used to run up to the roof of our first apartment building to flash the traffic helicopters? Have you totally forgotten about her? Because I have n't.

This is n't life. This is just stuff. And it's become more important to you than living. Well, honey, that's just nuts.

Remember those posters that said, `` Today is the first day of the rest of your life?'' Well, that's true of every day except one.

You better watch yourself, Janie, or you're going to turn into a real bitch, just like your mother.

Would you like to try our new beef and cheese pot pie on a stick, just a dollar ninety - nine for a limited time only?

Her husband. We've met before, but something tells me you're going to remember me this time.

Actually, Janeane is senior drive - thru manager, so you kind of are on her turf.

You know, put up a fight, dude! You are such a pushover. `` No I ca n't. Really. Okay.''

Uh. I do n't know. Probably out fucking that dorky prince of real estate asshole. And you know what? I do n't care.

Nope, our marriage is just for show. A commercial, for how normal we are. When we are anything but.

Are you kidding? I want you. I've wanted you since the first moment I saw you. You are the most beautiful thing I have ever seen.

I mean, how's her life? Is she happy? Is she miserable? I'd really like to know, and she'd die before she'd ever tell me about it.

I had always heard your entire life flashes in front of your eyes the second before you die.

First of all, that one second is n't a second at all, it stretches on forever, like an ocean of time.

For me, it was lying on my back at Boy Scout camp, watching falling stars.

Or my grandmother's hands, and the way her skin seemed like paper.

I guess I could be pretty pissed off about what happened to me. but it's hard to stay mad, when there's so much beauty in the world. Sometimes I feel like I'm seeing it all at once, and it's too much, my heart fills up like a balloon that's about to burst.

and then I remember to relax, and stop trying to hold on to it, and then it flows through me like rain and I ca n't feel anything but gratitude for every single moment of my stupid little life.

You have no idea what I'm talking about, I'm sure. But do n't worry.

We 're looking down at a king - sized BED from OVERHEAD : LESTER BURNHAM lies sleeping amidst expensive bed linens , face down , wearing PAJAMAS . An irritating ALARM CLOCK RINGS . Lester gropes blindly to shut it off .He sits up and puts on his slippers .

Lester thrusts his face directly into a steaming hot shower . ANGLE from outside the shower : Lester 's naked body is silhouetted through the fogged - up glass door . It becomes apparent he is masturbating .

CLOSE on a single , dewy AMERICAN BEAUTY ROSE . A gloved hand with CLIPPERS appears and SNIPS the flower off . CAROLYN BURNHAM tends her rose bushes in front of the Burnham house . A very well - put together woman of forty , she wears color - coordinated gardening togs and has lots of useful and expensive tools . Lester watches her through a WINDOW on the first floor , peeping out through the drapes .

In the fenced front yard of the house next door , a dog BARKS repeatedly . A MAN in a conservative suit -LRB- JIM # 1 -RRB- chastises the barking dog .A second MAN in a conservative suit -LRB- JIM # 2 -RRB- comes out of the house .

What in the world is wrong with her? She had a walk this morning.

I just love your roses. How do you get them to flourish like this?

It's unbelievably fresh. You just drop it in the water and it's done.

Well, are you just looking to lose weight, or do you want have increased strength and flexibility as well?

Lester watches all this from the window .Jim # 1 walks toward the fence to greet Carolyn .Jim # 1 and Carolyn continue to chat , unaware that Lester is watching them .Lester 's POV : We ca n't hear what Jim and Carolyn are saying , but she 's overly animated , like a TV talk show host .

Lester, could you make me a little later, please? Because I'm not quite late enough.

So we've finally got new neighbors. You know, if the Lomans had let me represent them, instead of -.

- `` The Real Estate King,'' that house would never have sat on the market for six months.

Their sycamore? C'mon! A substantial portion of the root structure was on our property. You know that. How can you call it their sycamore? I would n't have the heart to just cut down something if it was n't partially mine, which of course it was.

No. No, we do n't. As soon as you've prepared a nutritious yet savory meal that I'm about to eat, you can listen to whatever you like.

I will sell this house today. I will sell this house today. I will sell this house today.

This living room is very dramatic. Wait'til you see the native stone fireplace!

A simple cream would really lighten things up. You could even put in a skylight.

It's a dream come true for any cook. Just filled with positive energy. Huh?

and you'll be surprised how much a ceiling fan can cut down on your energy costs.

You know, you could have some really fun backyard get - togethers out here.

What do you call this? Is this not a plant? If you have a problem with the plants, I can always call my landscape architect. Solved.

Of course not. She does n't want us to know how important this is to her. But she's been practicing her steps for weeks.

Lester, this is important. I'm sensing a real distance growing between you and Jane.

Honey, I'm so proud of you. I watched you very closely, and you did n't screw up once.

- everyone here is with their spouse or their significant other. How would it look if I showed up with no one?

Now listen to me. This is an important business function. As you know, my business is selling an image. And part of my job is to live that image -

You know, I probably would n't even tell you this if I were n't a little tipsy, but. I am in complete awe of you. I mean, your firm is, hands down, the Rolls Royce of local Real Estate firms, and your personal sales record is, is, is very intimidating. You know, I'd love to sit down with you and just pick your brain, if you'd ever be willing. I suppose, technically, I'm the `` competition,'' but. I mean, hey, I do n't flatter myself that I'm even in the same league as you.

Oh. I see. You think you're the only one who's sexually frustrated?

Do not mess with me, mister, or I will divorce you so fast it'll make your head spin!

I see you're smoking pot now. I'm so glad. I think using illegal psychotropic substances is a very positive example to set for our daughter.

When I saw you two at the party the other night, you seemed perfectly happy.

That was exactly what I needed. The royal treatment, so to speak.

No, no, that's quite all right, dear. Your father and I were just discussing his day at work.

Your father seems to think this kind of behavior is something to be proud of.

How dare you speak to me that way in front of her? And I marvel that you can be so contemptuous of me, on the same day that you lose your job!

Oh! Oh! And I want to thank you for putting me under the added pressure of being the sole breadwinner now -

No, no, do n't give a second thought as to who's going to pay the mortgage. We'll just leave it all up to Carolyn. You mean, you're going to take care of everything now, Carolyn? Yes. I do n't mind. I really do n't. You mean, everything? You do n't mind having the sole responsibility, your husband feels he can just quit his job -

Oh, you do n't complain? Oh, excuse me. Excuse me. I must be psychotic then, if you do n't complain. What is this?! Am I locked away in a padded cell somewhere, hallucinating? That's the only explanation I can think of -

I wish that you had n't witnessed that awful scene tonight. But in a way, I'm glad.

No, I'm glad because you're old enough now to learn the most important lesson in life : you can not count on anyone except yourself.

You can not count on anyone except yourself. It's sad, but true, and the sooner you learn it, the better.

You ungrateful little brat. Just look at everything you have. When I was your age, I lived in a duplex. We did n't even have our own house.

Joyless?! I am not joyless! There happens to be a lot about me that you do n't know, mister smarty man. There is plenty of joy in my life.

This is a four thousand dollar sofa upholstered in Italian silk. This is not `` just a couch.''

You know, I thought maybe you two had a fight. I have n't seen her around here in a while.

I think I'll have a double Smiley Sandwich and curly fries, and a vanilla shake.

I think we deserve a little junk food, after the workout we had this morning.

In order to be successful, one must project an image of success. At all times.

I refuse to be a victim. I refuse to be a victim. I refuse to be a victim.

JANE is seated at her desk , working at her computer .CLOSE on the COMPUTER MONITOR : A PERSONAL BANKING SOFTWARE window suddenly disappears to reveal another window : a PLASTIC SURGERY WEBSITE , featuring clinical `` before '' and `` after '' photos of surgically augmented breasts .Outside , a CAR HORN BLARES . Jane stuffs items into her BACKPACK .We HEAR the CAR HORN again from outside . Jane studies herself in a mirror , then shifts to get a good profile of her breasts .

Carolyn stands next to a platinum - colored MERCEDES - BENZ ML320 , reaching in through the drivers ' window to blow the HORN again . Jane shuffles out of the house , her backpack slung over her shoulder .Jane gets in the car . Lester hurries out the front door , carrying a BRIEFCASE .Lester 's briefcase suddenly springs open and his papers spill all over the driveway . He drops to his knees to gather everything .Lester smiles sheepishly , trying to lighten the moment . His POV : Carolyn looks down at us , contemptuous but also bored , as if she gave up expecting anything more long ago .

Carolyn is driving ; Jane stares out the window . Lester is asleep in the back seat .

Lester sits at his workstation , a BEIGE CUBICLE surrounded by IDENTICAL BEIGE CUBICLES . He 's staring at a computer monitor and talking on a HEADSET PHONE . The beleaguered expression on his face is at odds with the light , friendly tone of his voice .BRAD , a dapper man in his thirties , approaches and observes Lester , who is unaware of his presence .Lester disconnects the call , obviously irritated .Lester turns around , smiling perfunctorily

I'm sure you can understand our need to cut corners around here.

Jesus. Calm down. Nobody's getting fired yet. That's why we're having everyone write out a job description, mapping out in detail how they contribute. That way, management can assess who's valuable and -

I'm one of the good guys, Les. I'm trying to level with you. This is your one chance to save your job.

. my job consists of basically masking my contempt for the assholes in charge, and, at least once a day, retiring to the men's room so I can jerk off, while I fantasize about a life that does n't so closely resemble hell.''

Brad is seated behind his desk in his big corner office .Lester sits across from him , looking small and isolated .Brad stands , ready to usher Lester out .Lester stares at him , powerless .

A MOVING VAN is parked in front of the COLONIAL HOUSE next door to the Burnhams ' . Movers carry furniture toward the house . The Mercedes - Benz pulls into the Burnham driveway . Carolyn drives , Lester is in the passenger seat .As they get out of the car , Carolyn scopes out the MOVERS next door .She heads into the house , followed by Lester .

We HEAR EASY - LISTENING MUSIC . Lester , Carolyn and Jane are eating dinner by CANDLELIGHT . RED ROSES are bunched in a vase at the center of the table . Nobody makes eye contact , or even seems aware of anybody else 's presence , until .A long beat . Lester suddenly turns to Jane .A beat .Now she looks at him as if he 's lost his mind .Carolyn is watching this closely .She gets up and heads toward the kitchen .She 's gone . Lester notices Carolyn looking at him critically .Lester is quiet , staring at his plate .Lester gets up and starts after Jane , taking his plate with him .Carolyn watches him go , irritated .

Jane stands at the sink , rinsing off her plate . Lester enters .Jane turns and stares at him , waiting for him to finish .He 's looking to her for a little help here , but she 's too uncomfortable with this sudden intimacy to give him any .

On VIDEO : We 're looking through GREENHOUSE WINDOWS at Lester and Jane in the kitchen We ca n't hear what they 're saying , but it 's obvious it 's not going well . Jane puts her plate in the dishwasher and leaves . We FOLLOW HER out the door , then the camera JERKS back to Lester calling after her . CLOSE on the face of RICKY FITTS , illuminated by the screen of his DIGICAM as he videotapes . Ricky is eighteen , but his eyes are much older . Beneath his Zen - like tranquility lurks something wounded . and dangerous . His POV , on VIDEO : Through the kitchen window , we see Lester at the sink , rinsing off his plate , muttering to himself . His head suddenly jerks up and he looks at us , as if he realizes he 's being watched .

Lester 's POV : We 're looking out through the kitchen window at the point where Ricky was just standing , but he 's no longer there . Lester turns off the faucet , dries his hands , then tosses the towel on the counter on his way out , where it lands next to a framed PHOTOGRAPH of Lester , Carolyn , and a much - younger Jane , taken several years earlier at an amusement park . It 's startling how happy they look .

CLOSE on a wooden SIGN that reads : OPEN HOUSE TODAY BURNHAM & ASSOCIATES REALTY 555 - 0195 Carolyn Burnham The sign is planted in front of a RUN - DOWN HOME in a run - down neighborhood . The Mercedes is parked in front of the house . Carolyn , wearing a smart business suit , is unloading a box of cleaning supplies and a BOOMBOX from the back of the Mercedes when something across the street catches her eye . Her POV : In front of a different house with much more curb appeal is another SIGN , featuring a picture of a handsome silver - haired MAN . It reads : Another One SOLD By Buddy Kane The Real Estate King 555 - 0100 Carolyn frowns and slams the back of the Mercedes shut .

The interior of this house is ugly , oppressive and tasteless . Carolyn opens the front door , breathes deeply and solemnly announces :She neatly arranges her sales materials on a desk , then strips down to her undergarments . We see Carolyn , working with fierce concentration as she : Cleans glass doors that overlook the patio and pool ; Doggedly scrubs countertops in the kitchen ; Perches on a stepladder to dust a cheap - looking ceiling fan in the master bedroom ; And vacuums a dirty carpet that will never be clean . Throughout all this , she keeps repeating to herself :

Carolyn stands in front of the mirror , wearing her suit once more , applying lipstick . She stares at her reflection critically .She says this as if it were a threat , then notices a smudge on the mirror and wipes it off .

The front door opens to reveal Carolyn , greeting us with the smile she thinks could sell ice to an Eskimo .

Smiling , Carolyn leads a man and woman into the living room . They 're thirtyish , and they 've seen a lot of houses today .The man and woman glance around the dark room , unimpressed .The woman wrinkles her face , skeptical .

Carolyn enters , followed by a different couple in their fifties .

Carolyn stands with a different couple : African American , late twenties . The woman is pregnant .

The ad said this pool was `` lagoon - like.'' There's nothing `` lagoon - like'' about it. Except for maybe the bugs.

I mean, I think `` lagoon,'' I think waterfall, I think tropical. This is a cement hole.

Carolyn enters , alone . She 's furious . She locks the sliding glass door and starts to pull the vertical blinds shut , then stops . Standing very still , with the blinds casting shadows across her face , she starts to cry : brief , staccato SOBS that seemingly escape against her will . Suddenly she SLAPS herself , hard .But the tears continue . She SLAPS herself again .She SLAPS herself repeatedly until she stops crying . She stands there , taking deep breaths until she has everything under control , then pulls the blinds shut , once again all business . She walks out calmly , leaving us alone in the dark , empty room . We HEAR CHEERING and APPLAUSE .

We 're at a high - school BASKETBALL GAME . Teenage boys play a fast and furious game . One team wearing pale blue and white uniforms scores a basket . Perky cheerleaders jump up and down as the CROWD goes wild . Seated in the bleachers , next to the high school BAND , is a group of about twenty TEENAGE GIRLS , dressed in pale blue and white uniforms . Among them , Jane sits next to ANGELA HAYES . At sixteen , Angela is strikingly beautiful ; with perfect even features , blonde hair and a nubile young body , she 's the archetypal American dream girl . Jane stands and scans the bleachers .

I think it's sweet. And I think he and your mother have not had sex in a long time.

It's okay. I'm used to guys drooling over me. It started when I was about twelve, I'd go out to dinner with my parents. Every Thursday night, Red Lobster. And every guy there would stare at me when I walked in. And I knew what they were thinking. Just like I knew guys at school thought about me when they jerked off.

No, I liked it. And I still like it. If people I do n't even know look at me and want to fuck me, it means I really have a shot at being a model. Which is great, because there's nothing worse in life than being ordinary.

Oh, I know. Because everything that was meant to happen, does. Eventually.

Well, my phone just rang and I answered it and somebody hung up and then I star sixty - nined and it called you back.

I'm serious, he just pulled down his pants and yanked it out. You know, like, say hello to Mr. Happy.

Of course I did. He is a really well - known photographer? He shoots for Elle on like, a regular basis? It would have been so majorly stupid of me to turn him down.

Hey. That's how things really are. You just do n't know, because you're this pampered little suburban chick.

Yeah. We were on the same lunch shift when I was in ninth grade, and he would always say the most random, weird things, and then one day, he was just like, gone. And then, Connie Cardullo told me he his parents had to put him in a mental institution.

You were defending him! You love him. You want to have like, ten thousand of his babies.

I do n't believe him. I mean, he did n't even like, look at me once.

Oh, come on. Like you've never sneaked a peek at him in his underwear? I bet he's got a big dick.

I would! I would suck your dad's big fat dick, and then I would fuck him'til his eyes rolled back in his head!

It's that psycho next door. Jane, what if he worships you? What if he's got a shrine with pictures of you surrounded by dead people's heads and stuff?

Are you crazy? I do n't want to end up hacked to pieces in a dumpster somewhere.

So you and psycho boy are fucking on like, a regular basis now, right?

Why do n't you want to talk about it? I mean, I tell you every single detail about every guy that I fuck.

You're just a kid. And he's like, a mental case. You'll end up living in a box on the street.

I still want to do it. I just thought I should tell you. in case you wondered why I was n't. better.

Carolyn drives . Lester is slumped in the passenger seat .Carolyn stares at him , unsure of how to respond .

The uniformed girls now stand in formation on the gym floor .In the crowded stands , Lester and Carolyn find seats .The HIGH SCHOOL BAND plays `` ON BROADWAY . '' On the gym floor , the girls perform . They 're well - rehearsed , but too young to carry off the ambitious Vegas routine they 're attempting . Lester , watching from the stands , picks out his daughter . His POV : Jane performs well , concentrating . Dancing awkwardly next to her is Angela . Suddenly Angela looks right at us and smiles . a lazy , insolent smile . Lester leans forward in his seat . His POV : We 're focused on Angela now . Everything starts to SLOW DOWN . the MUSIC acquires an eerie ECHO . We ZOOM slowly toward Lester as he watches , transfixed . His POV : Angela 's awkwardness gives way to a fluid grace , and `` ON BROADWAY '' FADES into dreamy , hypnotic MUSIC . The light on Angela grows stronger , and the other girls DISAPPEAR entirely . Lester is suddenly alone in the stands , spellbound . His POV : Angela looks directly at us now , dancing only for Lester . Her movements take on a blatantly erotic edge as she starts to unzip her uniform , teasing us with an expression that 's both innocent and knowing , then . she pulls her uniform OPEN and a profusion of RED ROSE PETALS spill forth . and we SMASH CUT TO :

And now, for your half - time entertainment, Rockwell High's award - winning Dancing Spartanettes!

Angela , fully clothed , is once again surrounded by the other girls . The HIGH SCHOOL BAND plays its last note , the Dancing Spartanettes strike their final pose , and the audience APPLAUDS . Carolyn claps along with the rest of the audience . Lester just sits there , unable to take his eyes off Angela .

The game is long over . Jane and Angela come out of the gym .Her POV : Lester and Carolyn stand at the edge of the parking lot .She crosses reluctantly toward her parents , followed by Angela .An awkward beat .She starts toward the parking lot . Lester stays behind .Angela smiles , aware of the power she has over him . He is mesmerized ; grateful , even .Lester waves awkwardly as he crosses off .

CLOSE on a solitary red ROSE PETAL as it falls slowly through the air . We 're looking down on Lester and Carolyn in bed . Even in sleep , Carolyn looks determined . Lester is awake and stares up at us .The ROSE PETAL drifts into view , landing on his pillow .More ROSE PETALS fall onto the bed , and he smiles up at . His POV : Angela , naked , FLOATS above us as a deluge of ROSE PETALS falls around her . Her hair fans out around her head and GLOWS with a subtle , burnished light . She looks down at us with a smile that is all things . Lester smiles back and LAUGHS , as ROSE PETALS cover his face .

A WHITE BMW 328si CONVERTIBLE is parked on the street outside the Burnham 's house . We HEAR girlish LAUGHTER from inside .

Angela is behind the wheel , Jane in the passenger seat . They 're passing a JOINT back and forth .An awkward beat . Jane stares at the floor .

On VIDEO : Jane gets out of the car , still LAUGHING , and waves as Angela pulls away . We ZOOM toward Jane as she walks up the driveway . She turns suddenly , sensing our presence . Her POV : We 're looking at the COLONIAL HOUSE next door where the moving van was parked earlier . The front porch is shrouded in darkness . then a PORCH LIGHT abruptly reveals Ricky . As usual , he 's dressed conservatively . There is a BEEPER attached to his belt , and his DIGICAM dangles loosely around his neck . Irritated , Jane stares at him , hard .He looks back at her curiously , then raises his Digicam and starts to videotape her . His POV , on VIDEO : Jane , angry and self - conscious , turns and walks quickly toward her house , flipping us off as she goes .

Jane enters , closes and locks the door . She quickly TURNS OFF THE LIGHT that 's been left on for her , then peeks through a window . Her POV : There 's no sign of Ricky . Jane turns back into the room , her heart racing . and smiles .

CLOSE on an ADDRESS BOOK : A man 's hand flips to the H page and then his finger stops at the name Angela Hayes . Lester , dressed for work , goes through Jane 's address book . We HEAR the SHOWER running in the adjacent bathroom . He grabs Jane 's phone and dials , then stands with the receiver to his ear , nervous .Lester is frozen , unable to speak . Suddenly , the SHOWER is turned off in the next room . Lester hangs up and exits quickly . A moment , then the PHONE RINGS . Jane emerges from the bathroom , a towel wrapped around her torso , drying her wet hair . She picks up the PHONE .

Angela is sprawled across her bed , on the phone .INTERCUT WITH JANE IN HERThen Jane notices her address book open to the H page .

On VIDEO : We 're across from Jane 's WINDOW , looking in . Jane picks up the address book , frowning . She speaks into the phone , but we ca n't hear her .

Ricky stands at his window , videotaping . He lowers his Digicam , but his eyes remain locked on Jane across the way .

BARBARA FITTS stands at the stove , flipping bacon strips mechanically , her eyes focused elsewhere . At least ten years younger than her husband , she 's pretty in a June Cleaver - ish way . The Colonel sits at a dinette reading The Wall Street Journal . Ricky enters .Startled , Barbara turns to him .As she attempts to serve him bacon :Ricky serves himself scrambled eggs from another pan , then joins his father at the table .A DOORBELL rings . The Colonel and Barbara look at each other , alarmed .The Colonel heads toward the living room , a little puffed up .

Yeah, yeah, yeah. But you said you're partners. So what's your business?

How come these faggots always have to rub it in your face? How can they be so shameless?

This is for your own good, boy. You have no respect for other people's things, for authority, for.

You ca n't just go around doing whatever you feel like, you ca n't - there are rules in life -

I swear to God, I will throw you out of this house and never look at you again.

Damn straight I do. I'd rather you were dead than be a fucking faggot.

The Colonel opens the front door to reveal the two JIMS .Jim # 1 holds out a basket filled with flowers , vegetables and a small white cardboard box tied with raffia .The Colonel stares at them , suspicious .The Jims look at each other , then back at the Colonel .The Colonel looks at them , confused . Then it dawns on him .

The Colonel drives , staring darkly at the road ahead . In the passenger seat , Ricky is using a CALCULATOR and jotting numbers down in a NOTEBOOK .The Colonel looks at Ricky sharply .A beat , as Ricky continues his calculations , before he realizes a response is expected from him . Then :The Colonel 's eyes flash angrily .Ricky sighs , then looks at his father .The Colonel is taken aback but quickly covers .Case closed , Ricky goes back to his calculations . CLOSE on the pencil in his hands : He 's totaling two columns of NUMBERS . Under the column `` Income '' he writes in swift , bold strokes : $ 24,950.00 .

Jane and Angela are standing with two other TEENAGE GIRLS .The two TEENAGE GIRLS move away from Jane and Angela .The Colonel 's Ford Explorer pulls up , and Ricky gets out .Angela stares at Jane , then her mouth widens into a smile .Jane suddenly finds Ricky standing in front of her .Angela shoots a wide - eyed look at Jane , who ignores it .He looks at her intently , his eyes searching hers . Jane is unnerved and has to look away . Ricky smiles and walks off .

So are you. You've only been in Seventeen once, and you looked fat, so stop acting like you're goddamn Christy Turlington.

CLOSE on a TV SCREEN : `` Hogan 's Heroes '' on Nick at Nite . The Colonel and Barbara are seated on a couch , watching television . The Colonel is smiling , enjoying the show ; Barbara just stares . The Colonel CHUCKLES at a joke and startles her . We HEAR a door opening elsewhere in the house , and Ricky enters .He sits on the couch , next to his father , and watches TV along with them . The Colonel 's smile fades .The three of them stare at the TV , like strangers in an airport .

We HEAR MUSIC under a room full of people all talking at once , as Lester and Carolyn enter a hotel ballroom . We FOLLOW THEM as they pass a SIGN that reads : GREATER ROCKWELL REALTOR RESOURCES GROUPInside the ballroom , well - dressed real estate professionals stand in clumps , chatting . Catering waiters serve hors d'eouvres .Carolyn 's jaw tightens , then :She drags Lester toward a silver - haired MAN and his much younger WIFE . We recognize the Man as BUDDY KANE , The Real Estate King .He LAUGHS . A little too loudly . Carolyn quickly joins in .She smiles her most winning smile at him . He knows this persona well , only it 's never pissed him off as much as it does right now .And he kisses her - a soft , warm kiss that speaks unmistakably of sex - then turns to the others and grins .Carolyn 's smile is frozen on her face .He crosses off . Carolyn , Buddy and Christy watch him go .

I'm so sorry I kept you waiting. Christy left for New York this morning, and. let's just say things were very hectic around the house.

Yes, according to her, I'm too focused on my career. As if being driven to succeed is some sort of character flaw. Well, she certainly knew how to take advantage of the lifestyle my success afforded her. Oh. Wow.

Well, call me crazy, but it is my philosophy that in order to be successful, one must project an image of success, at all times.

Oh yeah, I go to this little firing range downtown, and I just pop off a few rounds.

I'm sorry. I guess we should cool it for a while. I'm facing a potentially very expensive divorce.

Lester stands at the bar . A bartender pours him a drink .The bartender complies . Lester takes his drink and turns to face the center of the room . His POV : Carolyn is talking to Buddy and Christy . She 's on : smiling , animated , LAUGHING too loud at their jokes . Lester shakes his head . Ricky approaches him , wearing a waiter 's uniform , carrying a tray of empty glasses .A beat . Lester looks away , scans the crowd , then downs the rest of his drink in one gulp . Ricky just stands there , watching him . Finally Lester turns back to Ricky : what does this kid want ?Lester 's surprised , but instantly intrigued .

Carolyn and Buddy are deep in conversation . Christy has wandered off . Carolyn is nervous ; Buddy seems amused .They look at each other for a beat , then look away . This situation is loaded and they both know it .

Ricky and Lester stand next to a dumpster behind the service entrance to the hotel , smoking a JOINT .Suddenly , the service entrance opens , and a large CATERING BOSS in a cheap suit peers out at them . Ricky hides the joint .He goes back inside . Lester looks at Ricky , who shrugs .Carolyn is standing in the open service entrance . Lester quickly hides the joint behind his back .And she goes back inside .Lester goes inside .

Jane and Angela are watching MTV . We HEAR the back door open .Jane switches off the TV .She starts toward the kitchen . Jane does n't like this .

Lester enters and opens the refrigerator .He turns , and is instantly transfixed by : His POV : Angela leans against the counter , twirling her hair .She starts toward him .She reaches inside the refrigerator to grab a bottle . As she does , she moves to place her other hand casually on Lester 's shoulder . He sees it coming . Everything SLOWS DOWN , and all sound FADES . EXTREME CLOSE UP on her hand as it briefly touches his shoulder in SLOW MOTION . We HEAR only the amplified BRUSH of her fingers against the fabric of his suit , and its unnatural , hollow ECHO . BACK IN REAL TIME : She grabs the root beer and smiles at him . CLOSE on Lester : his eyes narrow slightly , then : He cups her face in his hands and kisses her . She seems shocked , but does n't resist as he pulls her toward him with surprising strength . He breaks the kiss , looking at her in awe , then he reaches up and touches his lips . His eyes widen as he pulls a ROSE PETAL from his mouth right before we SMASH

Angela is back against the counter , drinking the root beer . Lester stands by the refrigerator , gazing at her , still lost in fantasy .Jane watches from the doorway to the family room , feeling incredibly awkward in her own home . Carolyn enters from the dining room . Lester snaps out of it and grabs a root beer from the refrigerator .He takes a sip of his root beer , but it goes down the wrong way and he starts COUGHING violently .

Angela lays on the bed , in bra and panties , reading a magazine . Jane , in an oversized T shirt , plays a video game on her computer .Jane glances at Angela , irritated .

Lester , still in his suit , stands outside Jane 's room , his ear up against the door . He ca n't believe what he 's hearing .

Lester , still listening , looks like he 's about to implode .Jane 's SINGING stops .Panicked , Lester scurries down the hall .

We HEAR the sharp TAP of a penny being thrown against glass .Angela crosses to the window and looks out .

We see Angela standing at the window in her underwear , looking down at us . Jane joins her and is immediately unnerved by : Their POV : In the Burnham 's DRIVEWAY , the word `` JANE '' is spelled out in FIRE .

On VIDEO : We 're across from Jane 's window , looking in . Jane tries to shut the drapes , but Angela wo n't let her . Irritated , Jane retreats into the room . We ZOOM toward her , even as Angela poses in the window ; we 're clearly not interested in Angela . The ZOOM continues , searching for Jane , who has disappeared . Finally , we settle on the small make - up MIRROR where we see a REFLECTION of Jane , back at her computer . She 's smiling . Then suddenly the DRAPES CLOSE and she 's gone .

Ricky sits in darkness with his DIGICAM , videotaping . He lowers the camera and smiles . then something below catches his attention . He leans out the window to get a better look at :

Ricky 's POV : Through a WINDOW on the side of the Burnham 's GARAGE DOOR , we see Lester , still in his suit , digging through shelves against the back wall .

Lester digs through stuff stored on the shelves , searching for something as if his very life depended on it .He yanks aside COLLEGE YEARBOOKS , a racquetball RACQUET , boxes of old HOT ROD MAGAZINES , an unopened remote - controlled MODEL JEEP KIT , stacks of old vinyl LPs . finally his face lights up when he finds : A pair of DUMBBELLS obviously unused for many years . Lester rips off his jacket and tie and unbuttons his shirt . He glances around , finding his REFLECTION in the WINDOW as he pulls off his shirt , then the T - shirt underneath . He eyes himself critically : Angela was right , he 's not in bad shape . Just a few extra pounds around his middle that would n't be hard to shed . He kicks off his shoes and begins to step out of his pants .

Ricky 's POV , on VIDEO : Through a WINDOW on the side of the Burnham 's garage , we see Lester step out of his pants and briefs . Then , naked except for his black socks , he grabs the dumbbells and starts lifting them , watching his reflection in the window as he does .

Ricky stands at the window , videotaping .Suddenly we HEAR someone trying to open a locked door .Moving swiftly , Ricky pulls the drapes shut and switches on a light . His room is a haven of high - tech . A state - of - the - art multimedia COMPUTER crowds his desk , and high - end STEREO and VIDEO EQUIPMENT line the shelves , as well as HUNDREDS OF CDs . There is easily twenty thousand dollars worth of equipment in this room .Ricky opens the door . The Colonel stands outside , eyeing him .The Colonel holds out a small PLASTIC CUP WITH A CAP .He disappears down the hall . Ricky smiles , shuts and locks his door . He puts the plastic cup on the shelf , then crosses to a MINI REFRIGERATOR in the corner of his room and takes out a cup - sized TUPPERWARE CONTAINER from the freezer , already filled with urine , albeit frozen , and places it on a saucer to thaw overnight .

Carolyn lies sleeping . Lester is awake , staring at the ceiling . After a moment , he gets up , taking care not to disturb Carolyn , and walks toward the bathroom .

Lester enters and switches on the LIGHT . The room is filled with STEAM . Lester looks around , confused , then focuses on : His POV : Across from us , in a PEDESTAL BATHTUB , is Angela . She smiles and beckons us , and we MOVE CLOSER . ROSE PETALS float on the surface of the water , obscuring her naked body .Lester kneels by the bathtub like a man in church .She arches her back and looks up at him provocatively .Lester gives her a hard look , then slowly slips his hand into the water between her legs . Her eyes widen and she throws her head back . and we SMASH CUT TO :

CLOSE on Carolyn , her eyes wide , listening to the rhythmic BRUSH of Lester 's hand as he masturbates under the covers . She flips over and faces him .A beat .Carolyn switches on the bedside LIGHT .He turns to her , trying to look innocent , then gives up .Carolyn gets out of bed , repelled . Lester LAUGHS .She sinks into a chair , stunned . It 's clear he knows where she 's most vulnerable . He sees this , and likes it ; it feels good to win for a change . He curls up under the covers contentedly .CLOSE on Lester , smiling .

We 're FLYING high above the neighborhood . Below us we see the two Jims , jogging . We APPROACH them steadily .

We 're now at street level , FOLLOWING the two Jims .Still running , the Jims turn back in perfect unison , as Lester runs INTO FRAME , wearing a baggy sweatshirt and a pair of faded old sweatpants . The Jims slow down until he catches up , then the three men run together in the early morning light .

The Colonel is washing his Ford Explorer , squatting to scrub the bumper , when something Catches his eye : His POV : Lester and the Jims jog down the street . The Colonel stands , scowling , as Ricky comes out of the house , holding the URINE SAMPLE in front of him .Lester breaks off from the two Jims and jogs up to Ricky and the Colonel , out of breath . He grabs hold of his knees and bends over , panting .He LAUGHS , and extends his hand to the Colonel .He salutes the Colonel good - naturedly , grinning . The Colonel does n't think it 's funny . An awkward beat .He heads into the house . Lester waves at the Colonel , then follows him . The Colonel watches them go , his eyes dark .

Ricky enters , followed by Lester .He gives the URINE SPECIMEN to Lester , then locks the door .Ricky crosses to a bureau and opens a DRAWER . He takes clothing out and piles it on his bed .Lester picks up a CD case from a shelf and examines it .He shakes his head , then puts the CD case down . Ricky , having emptied the drawer , now removes a FALSE BOTTOM , revealing rows of MARIJUANA , tightly packed in ZIP - LOC BAGS .A beat .Lester smiles . This kid 's cool .

Carolyn , carrying a basket of fresh cut ROSES , passes by the GARAGE WINDOW . From inside the garage , we HEAR ROCK MUSIC . Carolyn stops and SNIFFS the air , frowning . She peers through the window . Her POV : Lester , in a T - shirt and gym shorts , lies on a new WEIGHT BENCH , doing bench presses with shiny new BARBELLS .

ROCK MUSIC blasts from a new BOOMBOX on the floor . The garage is in the process of becoming Lester 's sanctuary . An ugly but comfortable 70 's BOWL CHAIR has been pulled out and cleaned off , his old hot rod magazines strewn across it , and the remote - controlled MODEL JEEP KIT is spread across a card table . The SHELVES that Lester tore through earlier have been dismantled , leaving a blank wall on which now hangs a DART BOARD . Lester finishes his last rep , straining , then puts the weights in their rack and sits up . As he takes a drag off a joint , the GARAGE DOOR suddenly starts to open . Lester looks up , squinting at : His POV : The door raises to reveal Carolyn , silhouetted against the bright sunlight outside , pointing a REMOTE at us .And she 's gone . Lester leans back on the bench and grabs the weights .

Brad is seated behind his desk , reading a document . Lester sits across from him , smiling .A beat .Brad sighs .Brad LAUGHS .Brad stops laughing .Brad leans back in his chair , studying Lester .

Exhilarated , Lester walks down a corridor , his belongings in a box on his shoulder . He 's happier than he 's been in years .

Carolyn sits at a table , lost in thought . There are two menus on the table . After a moment , Buddy Kane , the Real Estate King , joins her . Carolyn immediately becomes warm and gracious .Carolyn smiles , genuinely touched that he remembers her name .He smiles , then opens his menu . Carolyn picks hers up mechanically , but continues to stare at him , enraptured , like a fervent Christian who 's just come face to face with Jesus .

Ricky stands with his DIGICAM , videotaping something on the ground at his feet . On VIDEO : A DEAD BIRD lays on the ground , decomposing .On VIDEO : The camera JERKS up to discover Jane and Angela staring at us .On VIDEO : Angela looks at Jane , trying not to laugh .On VIDEO : She falls out of frame as we ZOOM toward Jane .Ricky lowers the Digicam .He looks at her , curious , his eyes searching hers . She does n't look away .Angela starts off , but Jane does n't follow . Ricky smiles at her . She almost smiles back , then :Angela stops and stares at her .

Carolyn 's Mercedes is parked next to a JAGUAR CONVERTIBLE with a VANITY LICENSE PLATE that reads `` R E KING . ''

Lester 's TOYOTA CAMRY cruises through the streets . We hear Lester SINGING along to `` AMERICAN WOMAN '' on the STEREO .

Lester continues singing along to `` AMERICAN WOMAN , '' as the Camry pulls into the parking lot of a FAST FOOD RESTAURANT . Lester pulls up to the drive - thru speaker box .Lester turns down the volume on the stereo .He pulls the car around to the WINDOW , where a teenage GIRL wearing a headset is waiting .Lester pays her . As she hands him his food , he notices a SIGN in the corner of the window that reads : NOW TAKING APPLICATIONSShe stares at him , confused by his age and attire .

Would you like to try our new bacon and egg fajita just a dollar twenty - nine for a limited time only.

Smile, you're at Mr. Smiley's, that'll be four eighty - nine, please.

Lester sits at a booth with the MANAGER , a greasy kid wearing a white short sleeve shirt and a tie covered with the Mr. Smiley 's logo . He looks over Lester 's application , baffled .The Manager sighs and runs a hand through his greasy hair , wondering what he could possibly have done to deserve this .

Carolyn and Buddy are in bed , post - sex .They laugh .Carolyn sits up , eager to learn from the master .Carolyn is quick to pick up her cue and kisses him , ready for another round .

Ricky and Jane walk along without speaking . He seems comfortable with the silence ; she does n't . After a beat :A beat .An automobile FUNERAL PROCESSION appears and begins to pass them slowly .They watch the FUNERAL CARS pass .A beat .

Barbara Fitts sits at the kitchen table , staring off into space as if hypnotized . Behind her , Ricky enters , followed by Jane .Barbara 's eyes flutter and she turns to him slowly .Jane glances around . The room is spotless .

We HEAR KEYS TURNING in the lock , then the door opens and Ricky enters , holding a RING OF KEYS , followed by Jane .GLASS CASES filled with GUNS line the walls .Ricky crosses to a built - in CABINET behind the desk .He unlocks the cabinet and opens it , revealing shelves stacked with WAR MEMORABILIA .He reaches into the cabinet and carefully removes an oval CHINA PLATTER , which he hands to Jane . She examines it .CLOSE on the bottom of the plate : A small SWASTIKA is imprinted in the center .He puts the platter back into the cabinet and shuts the door , then notices Jane looking at him oddly .But she is . Ricky studies her .

On VIDEO : We 're in an empty parking lot on a cold , gray day . Something is floating across from us . it 's an empty , wrinkled , white PLASTIC BAG . We follow it as the wind carries it in a circle around us , sometimes whipping it about violently , or , without warning , sending it soaring skyward , then letting it float gracefully down to the ground . Jane and Ricky sit on the bed , watching his WIDE - SCREEN TV .A beat .Now Jane is watching him .After a moment , Jane takes his hand . Then she leans in and kisses him softly on the lips . His eyes scan hers , curious to see how she reacts to this .

Lester sits at the table in sloppy clothes , eating his dinner voraciously and drinking beer from a bottle . Across from him , Carolyn picks at her food , watching him with contempt . EASY - LISTENING MUSIC plays on the STEREO . We HEAR the back door SLAM , then Jane enters and quickly takes her seat at the table .Jane stares at both her parents , apprehensive . Lester looks at Carolyn darkly , then flashes a `` you - asked - for - it '' grin .Jane does so , surprised and intimidated by the power in his voice . Lester gets up , crosses to the other side of the table to get a PLATE OF ASPARAGUS , then sits again as he serves himself .Lester hurls the plate of asparagus against the wall with such force it SHATTERS , frightening Carolyn and Jane .He goes back to eating his meal , as if nothing unusual has happened . Carolyn sits in her chair , shivering with rage . Jane just stares at the plate in front of her .

Jane is sitting on her bed . There is a KNOCK at the door .Jane rolls her eyes , crosses to the door and lets Carolyn in .She stares at Jane , then starts to cry .Carolyn suddenly SLAPS Jane , hard .Embarrassed , she quickly leaves . Jane looks in a mirror and rubs her cheek , then crosses to the window and looks out .

Jane 's POV : We 're across from Ricky 's room , looking in . He stands at the window with his DIGICAM , videotaping us . On the WIDE - SCREEN TV behind him , we see Jane standing in her window as she looks across at him . She waves . Ricky just keeps videotaping . A beat , then she starts to take off her shirt .

We 're behind Ricky as he videotapes Jane in her window . She has now removed her shirt . She stands there in her bra , then reaches behind her back to unhook the bra . On VIDEO : We ZOOM toward her as she takes off her bra clumsily . She 's obviously embarrassed , but she 's gone this far and there 's no turning back . She stands there with her breasts exposed , trying to look defiant , but she 's achingly vulnerable . Suddenly , the door is thrown open and the Colonel enters , incensed . Startled , Ricky turns around . As soon as his eyes meet his father 's , he knows what 's up .Ricky scrambles to dodge his father , but the Colonel is too fast ; he punches Ricky in the face , knocking him to the floor .

From her window , Jane watches , pulling the drapes in front of her .

Jane 's POV : In the WINDOW across from us , the Colonel proceeds to give Ricky a serious beating , punching his face .

Ricky 's lip is bleeding , but he maintains a steady gaze at his father during this violence .The Colonel grabs him by the collar .A beat .The Colonel glances toward the window . His POV : In the WINDOW across from us , Jane peeks out from behind the drape . She quickly pulls it shut .A beat . The Colonel is suddenly , deeply shamed .The Colonel stands , still breathing heavily . Tenderness fills his face , and he reaches out to touch Ricky 's cheek .But something keeps him from doing it .He leaves . Ricky gets up and goes to his bureau . He looks at his reflection in the mirror , calmly takes a cloth and starts to wipe the blood from his face . FADE TO BLACK . In darkness , we HEAR repetitive GUNSHOTS .

Carolyn , wearing PROTECTIVE HEADGEAR , is holding a GLOCK 19 AUTOMATIC REVOLVER with both hands , FIRING it directly at us . She empties a round and stands there , exhilarated . An ATTENDANT approaches with a new round of ammunition .And she starts FIRING again .

I got ta say, Mrs. Burnham, when you first came here I thought you would be hopeless. But you're a natural.

Bobby Darin sings `` DO N'T RAIN ON MY PARADE '' on the RADIO . Carolyn SINGS along as she drives . Her face has lost its usual resolute determination ; she 's actually enjoying herself spontaneously , and the lack of her usual self - consciousness allows us to see just how beautiful she is . ANGLE ON the GLOCK 19 sitting on the passenger seat amidst some CDs . Carolyn takes the gun and holds it at arm 's length , admiring it as she continues to SING .

Carolyn 's POV : We turn into the Burnham driveway . A 1970 PONTIAC FIREBIRD with racing stripes blocks our access to the garage . CLOSE on Carolyn : She does n't like having things in her way .

Lester 's REMOTE - CONTROLLED MODEL JEEP is zooming across the floor of the family room , expertly maneuvering corners and narrowly avoiding crashing . Lester is sprawled on the couch in his underwear , drinking a BEER and controlling the car . His working out is beginning to produce results . The room , too , seems changed : sloppier , more lived in . Carolyn enters through the kitchen , flushed and angry . She just stands there , staring at Lester . After a moment , he looks up at her .He smiles at her playfully . She stares back , annoyed . It 's the same look she had at the beginning , when he dropped his briefcase , but whatever power that look had is gone . Lester just LAUGHS .His face is close to hers , and suddenly the atmosphere is charged . She pulls back automatically , but it 's clear she 's drawn to him . He smiles , and moves even closer , holding his beer loosely balanced . Then , just before their lips meet .She 's immediately sorry she said it , but it 's too late . His smile fades , and the moment is gone .He stands and gestures toward all the things in the room .Carolyn stares at him , on the verge of tears , then turns and walks out of the room before he can see her cry .

On VIDEO : Jane lays in Ricky 's bed , wearing a tank top . She glances at us .We 're watching the WIDE - SCREEN TV in Ricky 's room . A CORD leads from the TV to Ricky 's DIGICAM . Ricky holds the camera , sitting naked in a chair . It 's been almost a month since his father beat him up , and there are still slight SCARS on his face . He 's aiming his camera at Jane .She gets out of bed , takes his Digicam and focuses it on him . We see his image on the TV as she videotapes .Jane ZOOMS in on his face , which remains placid .Ricky smiles .He grabs a half - smoked JOINT from an ashtray and lights it .He passes her the joint , then takes the Digicam and focuses it on her . We see her image on the TV as he videotapes .Jane looks into the camera , a loopy , stoned grin on her face .They LAUGH . She lays back on the bed .Her mind wanders for a beat .Jane looks at him and sits up .She stands and sticks out her breasts , then falls back on the bed , LAUGHING .She smiles dreamily at him . He turns the Digicam off and the TV screen goes BLUE . He lowers the camera and looks at her intently .He puts the Digicam down and joins Jane on the bed . A long moment where neither of them speaks . He caresses her hair , gazing into her eyes .FADE TO BLACK .

We 're FLYING above Robin Hood Trail . We see the BURNHAM 'S HOUSE below us as we APPROACH it steadily .We 're almost on top of the Burnham house now , as Lester , wearing sweatpants and running shoes , bursts out of the front door and dashes up the driveway .

We 're now at street level , as Lester runs toward us . He carries a WALKMAN and wears EARPHONES , and we HEAR ROCK MUSIC as he runs . The endorphins have kicked in , and Lester grins , reveling in the sheer physical pleasure of his body .

The blender GRINDS as Lester , still in his sweatpants , makes himself a high - protein shake . He 's in excellent shape ; even his posture has changed , and he moves with the confident , easy swagger of an athlete . Jane watches him blankly from the kitchen table . Carolyn enters . Lester leans against the counter , drinking his shake directly from the blender pitcher , eyeing her . He 's got a newfound sexual energy that makes her uncomfortable , and he knows it . Carolyn quickly rinses off her coffee cup , avoiding his eyes , and starts out .Jane looks at Lester to see how he reacts . He does n't .And she 's gone . Jane continues staring at her father . Finally , he glances over at her .Jane is stunned . She quickly rises , trying to get out of the kitchen before she starts crying . ANGLE on Lester , and the immediate regret in his eyes .

We 're outside Ricky 's room , MOVING slowly toward the open door , through which we can see Ricky , standing at his bureau mirror , combing his hair . The scars on his face are almost gone now . A REVERSE ANGLE reveals the Colonel standing outside the door looking in , watching Ricky with great tenderness . Then Ricky looks up at him , and the Colonel is suddenly self - conscious .

Ricky emerges from the house , followed by the Colonel , who watches his son as he heads toward the Burnham house . His POV : Carolyn waves from the Mercedes , flashing an insincere smile . Jane leans forward from the passenger seat and glares at us . As Ricky starts to get in the car , Lester emerges from the house in his sweatpants .Ricky pulls his door shut , but not before Lester mouths `` call me '' and Ricky gives a slight nod in acknowledgment . CLOSE on the Colonel 's face : he looks confused . As the Mercedes backs out of the driveway , Lester glances over at him . Lester 's POV : The Colonel watches the car driving off , then looks at us . His face tightens . LESTER studies him for a moment , then grins and salutes before going inside the house . CLOSE on the Colonel , deeply troubled .

The door swings open silently and the Colonel enters . He starts going through Ricky 's bureau . He opens the DRAWER in which we know Ricky keeps his marijuana , but he does n't discover its false bottom . He stands and looks around , his eyes finally landing on : The DIGICAM and a stack of CASSETTES on a shelf . The camera is still connected to the TV . The Colonel turns on the TV , examines the Digicam and presses `` play . '' The TV 's blank screen suddenly gives way to . On VIDEO : Barbara Fitts sits at the kitchen table , staring off into space . The Colonel watches , at first baffled , then impatient . He takes the cassette out of the Digicam and inserts another . On the TV screen we see . On VIDEO : Through the Burnham 's GARAGE WINDOW , we see Lester step out of his pants and briefs . Then , naked except for his black socks , he grabs the dumbbells and starts lifting them , watching his reflection in the window as he does . The Colonel sinks slowly onto Ricky 's bed , mesmerized .

Lester , wearing a Mr. Smiley 's uniform , is happily flipping burgers on a grill .Lester looks up suddenly when he HEARS :Lester 's face darkens , then . he smiles . He puts his spatula down .

The Mercedes pulls around to the DRIVE - THRU WINDOW . Carolyn drives ; Buddy sits beside her .They are too involved with each other to notice Lester watching them from the drive - thru window .Carolyn almost jumps out of her skin . Lester leans out of the drive - thru window , grinning at her , holding bags filled with fast food . The Counter Girl stands next to him , staring blankly .Carolyn struggles to appear nonchalant .Carolyn closes her eyes , defeated , then grabs the wheel , shifts gears and drives off .

The sky is filled with ominous gray clouds . Wind whips garbage across the parking lot as Carolyn 's Mercedes pulls in next to Buddy 's Jaguar .

Carolyn grips the wheel tightly , staring straight ahead . Buddy looks at her unhappily .She regrets it the second it 's out of her mouth , and turns to him . He just looks at her sadly , then gets out of the car and shuts the door . She starts to CRY . As before , she SLAPS herself , hard .She closes her eyes tight , trying to stop the tears , then suddenly SCREAMS as loud as she can .

Buddy 's Jaguar speeds off , leaving the Mercedes alone in the parking lot . We can still HEAR Carolyn 's muffled SCREAMING . There is a sound of distant THUNDER .

It 's RAINING outside . We HEAR ROCK MUSIC as Lester pumps iron . He puts the weights down and looks at his REFLECTION in the window : His POV : His arms are pumped . He smiles . He reaches under the bench and grabs a CIGAR BOX . Opening it , he digs through MARIJUANA PARAPHERNALIA , only to pull out an empty ZIP - LOC BAG .

Ricky and the Colonel sit at the table , eating in silence . Barbara rinses off a pan at the sink , then stares at it as if she ca n't quite remember what she meant to do with it . We suddenly HEAR a BEEPING noise . Ricky pulls his BEEPER off his belt and checks it .He heads into the hall . The Colonel watches him go , uneasy .

Angela drives , squinting through the windshield as the wipers move back and forth .

The Colonel rinses off his plate at the sink . Something outside catches his eye , and he cranes his neck to get a better look at . His POV : Through the window over the sink , we can see into the Burnham 's GARAGE WINDOW . Our view is blurred by the RAIN , but we see Lester , his upper body pumped and glistening in sweat as he counts out a wad of BILLS . and then Ricky walks into view . The Colonel 's face tightens . His POV : Lester drapes his arm around Ricky as he gives him the money . We can only see Lester from the waist up , so he looks naked .

Ricky , his hair wet from the rain , puts the cash in his pocket . Lester 's arm remains draped around his shoulder .And he slaps Ricky playfully on the chest . Ricky grins , then squats down and reaches under the weight bench .Lester sits in the bowl chair and leans back , his hands behind his head , watching Ricky roll the joint .

The Colonel 's POV : Lester leans back in his chair . We see only Ricky 's back and shoulders as he rolls the joint . After a beat , Lester 's jaw drops , then he throws his head back . From our perspective , it looks very much like Ricky is giving Lester a blow job . The Colonel watches , incredulous . Then we HEAR a CAR APPROACHING , and the Colonel glances over at : His POV : Angela 's BMW pulls into the driveway , stopping behind Lester 's Firebird . As Angela and Jane get out and run toward the house , our focus MOVES back to the GARAGE WINDOW . Ricky stands , looking a little panicked . Lester pulls on his T - shirt , and both he and Ricky cross out of view .

Lester leans nonchalantly against the counter . Jane and Angela enter . Jane frowns when she sees him .He 's trying to remain cool , and doing a pretty good job .Jane rolls her eyes and exits . Angela walks over to Lester .She places her hand on his arm flirtatiously , looks up at him and smiles , fully expecting to intimidate him by doing so . But something has changed , and he is n't intimidated at all . He looks directly back at her , leans in and smiles slowly .His voice is low and intense . She moves away , suddenly insecure .And she heads out quickly . Lester watches her go , baffled .

Ricky enters , wet from the pouring rain , and crosses to his bureau , pulling the wad of CASH out of his pocket as he goes .Ricky turns , startled . His POV : The Colonel steps out of the shadows . Ricky takes a step back .The Colonel BACKHANDS Ricky so hard it sends the boy sprawling .A beat . Ricky suddenly smiles . He gets up .Ricky eyes the Colonel . He 's finally discovered a way to break free from his father , and he ca n't believe it was this simple .Ricky grabs his backpack , turns and walks out the door , leaving the Colonel standing there , glassy - eyed and breathing heavily .

Ricky enters to discover Barbara standing in the middle of the room , clutching a dish , frightened . She 's obviously heard his argument with his father , and she looks into his eyes , searching , aware that something eventful is taking place .A beat .He kisses her cheek softly , then exits out the back door , leaving her standing alone , still clutching her dish .

The Colonel 's POV : Below us , Ricky dashes through the rain to the Burnham 's front door and knocks . Lester opens it and lets him in .

The Colonel looks coldly down at us from Ricky 's bedroom window , and then he pulls the drapes shut .

The MERCEDES - BENZ ML320 is parked in the breakdown lane , its HAZARD LIGHTS BLINKING . Cars ZOOM past in the rain .

Carolyn sits behind the wheel , listening to a MOTIVATIONAL TAPE on the STEREO .Carolyn leans over and open the glove compartment . She takes out her GLOCK 19 .

- disinvesting problems of their power, and removing their ability to make us afraid. This is the secret to `` me - centered'' living. Only by taking full responsibility for your problems - and their solutions - will you ever be able to break free from the constant cycle of victimhood.

`` I refuse to be a victim.'' When this becomes your mantra, constantly running through your head -

Angela is sprawled across the bed . Jane stands across the room from her .There is a KNOCK on the door . Jane sits up , alarmed .Jane jumps up and opens the door and lets him in .Angela stares at him , stunned , then starts toward the door .And she exits , SLAMMING the door behind her . Jane turns to Ricky and he takes her in his arms .

We 're MOVING SLOWLY toward the Burnham 's GARAGE WINDOW through the RAIN . Through the window , we see Lester , wearing only his sweatpants , performing bench presses .

Through the window , we see the Colonel standing outside , watching . We ZOOM slowly in on him as he watches , transfixed .

His POV : Lester finishes his last rep , then racks the weights and sits up , sweaty and out of breath . He runs his free hand over his chest . and then he glances at us , suddenly aware he 's being watched .

The RAIN is coming down in sheets now , and there is a sharp CLAP of THUNDER . We 're directly outside the GARAGE DOOR as it slowly lifts to reveal Lester smiling at us .

Lester pulls the Colonel inside . The Colonel moves stiffly and seems preoccupied , slightly disoriented .The Colonel just stands there , looking at Lester .The Colonel moves closer towards him .He grins . and so does the Colonel .He places his hand on the Colonel 's shoulder . The Colonel closes his eyes .He opens his eyes and looks at Lester , his face filled with an anguished vulnerability we would n't have thought possible from him . His eyes are brimming with tears . Lester leans in , concerned .The Colonel reaches up and places his hand on Lester 's cheek . and then kisses him . Lester is momentarily stunned , and then he pushes the Colonel away . The Colonel 's face crumples in shame .The Colonel stares at the floor , blinking , and then he turns and runs out the open garage door into the rainy night .

Carolyn is still listening to the same MOTIVATIONAL TAPE . She holds the GLOCK in her hand .Carolyn switches the TAPE OFF and puts the gun in her purse .

Lester enters , opens the refrigerator and grabs a BEER . Suddenly we HEAR MUSIC coming from the other room . Lester opens his beer and starts toward the family room .

His POV : AS we MOVE SLOWLY around a corner , Angela comes into view , standing at the STEREO , holding a CD case . She 's been crying ; her face is puffy , and her hair mussed . She regards us apprehensively . then puts on a slightly defiant smile .Lester leans against the wall and takes a swig of his beer .She smiles . They stand there in silence ; the atmosphere is charged .She 's trying to be seductive as she says this , but she 's pretty bad at it . Lester raises his eyebrows .Lester grins . He is sexy .She nods . Lester holds the bottle up to her mouth and she drinks clumsily . He gently wipes her chin with the back of his hand .His face is very close to hers . She 's unnerved - this is happening too fast .Angela takes a deep breath just before Lester leans in to kiss her cheek , her forehead , her eyelids , her neck .And Lester kisses her on the lips .

Angela lays back on the couch as Lester moves in over her . He pulls her jeans off and gently brushes his fingers over her legs , then moves up and caresses her face .

Lester starts unbuttoning Angela 's blouse . She seems disconnected from what 's happening . Lester pulls her blouse open , exposing her breasts . Lester looks down at her , grinning , unable to believe he 's actually about to do what he 's dreamed of so many times , and then .Lester LAUGHS .A beat . Lester looks down at her , his grin fading . His POV : Angela lies beneath us , embarrassed and vulnerable . This is not the mythically carnal creature of Lester 's fantasies ; this is a nervous child .Lester 's face falls . There 's no way he 's going to go through with this now .He grabs a blanket from the back of the couch and drapes it around her shoulders , covering her nakedness .He smiles and shakes his head . Humiliated , Angela starts to cry .He hugs her , letting her put her head on his shoulder , stroking her hair and rocking her gently .Lester takes her by the shoulders and looks at her , serious .But she keeps crying . Lester hugs her again . We HEAR a loud CLAP of THUNDER outside .

CLOSE on Carolyn 's eyes , reflected in the REAR - VIEW MIRROR . She turns her head to look out the window : Her POV : The RED DOOR of the Burnham house stands out , even in the pouring rain .

Angela , once again fully clothed , sits at the kitchen counter . She 's eating a turkey sandwich .Lester puts a jar of mayonnaise back in the refrigerator .He turns to her and cocks an eyebrow .A long beat , as Lester studies her , then :Angela shifts uncomfortably .Angela rolls her eyes at how silly this notion is .An awkward beat .They just sit there , smiling at each other , then :She crosses off . Lester watches her go , then stands there wondering why he should suddenly feel so content .Something at the edge of the counter catches his eye , and he reaches for . CLOSE on a framed PHOTOGRAPH as he picks it up : It 's the photo we saw earlier of him , Carolyn and Jane , taken several years ago at an amusement park . It 's startling how happy they look . Lester crosses to the kitchen table , where he sits and studies the photo . He suddenly seems older , more mature . and then he smiles : the deep , satisfied smile of a man who just now understands the punch line of a joke he heard long ago .After a beat , the barrel of a GUN rises up behind his head , aimed at the base of his skull . ANGLE ON an arrangement of fresh - cut ROSES in a vase on the opposite counter , deep crimson against the WHITE TILE WALL . Then a GUNSHOT suddenly rings out , ECHOING unnaturally . Instantly , the tile is sprayed with BLOOD , the same deep crimson as the roses .

Ricky opens the door from the dining room , then stops . Jane appears behind him .Their POV : A pool of blood is forming on the kitchen table . Ricky comes into the kitchen and slowly approaches Lester 's lifeless body , wide - eyed but not afraid . Jane follows him , in shock . Ricky kneels , gazing at Lester 's unseen face . then he smiles , ever so slightly . His POV : Lester looks back at us ; his eyes are lifeless , but he 's smiling the same slight smile .

In BLACK & WHITE : Eleven - year - old Lester looks up , pointing excitedly at : His POV : A DOT OF LIGHT falls across an unbelievably starry sky .

Ricky and Jane lie curled up on Jane 's bed , fully clothed . We HEAR a GUNSHOT from downstairs . They look at each other , alarmed .

In BLACK & WHITE : Maple trees in autumn . Ghostly LEAVES FLUTTER slowly toward pavement .

Angela stands in front of the mirror , fixing her make - up . We HEAR the GUNSHOT again . Angela turns , frightened .

In BLACK & WHITE : CLOSE on an ancient woman 's papery HANDS as they button a cardigan sweater .

Carolyn walks slowly toward the RED DOOR , drenched to the bone , clutching her PURSE tightly . We HEAR the GUNSHOT again .

In BLACK & WHITE : A 1970 PONTIAC FIREBIRD in the driveway of a suburban home . The SUN 'S REFLECTION in the windshield FLASHES BRILLIANTLY .

The Colonel enters , wet . He 's wearing LATEX GLOVES . BLOOD covers the front of his T - shirt . He paces in front of one of his GUN CASES ; the GLASS DOOR is open , and a gun is conspicuously missing from inside .

In BLACK & WHITE : Jane opens her bedroom door , staring at us .

In BLACK & WHITE : A door opens to reveal 4 - YEAR - OLD JANE , dressed for Halloween in a Princess costume , holding a lit SPARKLER aloft and smiling shyly at us .

Carolyn enters , terrified , still clutching her PURSE . She shuts the door and locks it , then takes the GLOCK 19 out of her purse . She opens the closet door and shoves the gun into a HAMPER . Then , suddenly aware of Lester 's scent , she grabs as many of his clothes as she can and pulls them to her , burying her face in them . She sinks to her knees , pulling several items of clothing down with her , and she begins to cry .

IN BLACK & WHITE : A younger Carolyn sits across from us in one of those SPINNING - TEACUP RIDES , LAUGHING uncontrollably as she twists the wheel in front of her , making us SPIN even faster .

On VIDEO : We 're watching the video Ricky showed Jane earlier , of the empty white PLASTIC BAG being blown about . The wind carries it in a circle around us , sometimes whipping it about violently , or , without warning , sending it soaring skyward , then letting it float gracefully down to the ground .

We 're FLYING once again over Robin Hood Trail , ASCENDING SLOWLY .FADE TO BLACK .

A Black B - 1 Bomber banks steeply exposing its underside to us .Rolling out of its bank , the bomber begins a steep climb revealing the fact that it is carrying a small delta winged shuttle on it back . The bomber 's wings slide back .Suddenly a rocket engine on the back of the modified bomber fires thrusting the plane into steep climb .

Roger, we have ground confirmation. Reference grid seven. Check pathfinder, on.

THE PLANE VIBRATES . The pilot and co - pilot are busy in their seats . Behind them sits a third pilot wearing a space suit . He gives them a thumbs - up signal , rises and crawls to the rear .

A blond haired , blue - eyed man with a small walkie - talkie is standing in the midst of a group of cheering Central American peasants and townsfolk . He is disguised as one of them . ANGLE ON VILLA BALCONY The uniformed President of this formerly sleepy , now strategically critical nation is waving to his people . He is flanked by military guards . He turns and walks into the villa .

The shuttle pilot climbs into his seat, straps in and checks his instruments.

No, no. I just thought I'd stop by, bring you the good news myself. I just got word from the admissions committee. We did it. Mitch is in.

You must be very proud. he's the first student we've ever accepted for winter term entrance at Pacific Tech.

No, actually. The youngest we've had was a twelve, but he cracked under the pressure within six months so we do n't really count him.

Well, no. but by allowing Mitch to progress at an accelerated rate we give him the opportunity to fulfill a far greater portion of his remarkable intellectual potential. Do n't you agree?

Well, I guess we scientists are a little different than athletes.

Well, interesting question, when you consider the philosophical aspects of whether anything on television is `` real'' or actually just an `` image'' being broadcast.

Remember, compared to you, most people have the IQ of a carrot. We're different than most people, Mitch, but you should be proud of that. I mean, look around. From now on, you'll BE amongst peers, colleagues. I suppose I might as well tell you now, I've put you on my personal research team. Some of the finest minds on campus, not the least of which is, of course, my own.

Well, now, I'm expecting great things from you, my boy. This is only the second time I've given this honor to a freshman. The first was.

Well, you're going to become a legend yourself. You'll be working with Chris. He's a senior now but he's still on the team and still as brilliant as ever.

I've told you before, Kent, you do n't get to use my first name.

Good, because after Mitch is brought up to date, I want the rest of you to take your cues from him. He'll be in charge of the group.

Do n't bother with that now. I'm sure you want to go get settled.

Get copies made of everything so young Mitch here can get started checking everything tomorrow.

GOOD. Do n't bother changing it. I want you and Bodie to rebuild the whole unit ; same output in half the size. Should hold up, right Mitch?

Well, gentlemen, now what? Things are going okay so far, are n't they?

We've got enough theory to deal with without talking applications. You just worry about giving me that power breakthrough. how close are you?

Get it away from me. I ca n't stand it. I hate popcorn. Leave it there. Chris puts the bag down on the porch.

Your arrogant, disrespectful behavior is distracting him. If you keep it up, you're going to pay for it.

You still have to pass, dear boy, and considering the fact that my class is a requisite, it would seem that I would have some control over your destiny. From now on, you and Mr. Simon are going to spend every waking moment working on my power problem and you will solve it by my deadline.

Christ, Don. I'm doing the best I can. You act like I do n't want my own invention to work. There are only so many hours in a day.

There's nothing more important than'' crossbow,'' but when went from blue sky to black you turned into Bigfoot.

Good evening. Tonight we're going to look at something most of us take for granted. the colon. What's it look like?

You are at Pacific Tech to work, not to behave like a philistine.

I took a big chance recommending a fifteen - year - old. I guess I made a mistake. I hope you're proud of yourself.

No, you're not. So, I'm going to fail you, so you wo n't graduate, so you ca n't take the job. Q.E.D.

Go ahead. What are you going to tell him. Do n't forget, like most scientists, he is an honorable, moral man who thinks everyone else is too. I'll just deny anything you say.

You will have exactly three hours. And remember, we believe in the honor system here, people.

It's not ready yet. But it will be. I've got Kinsley cooking now. He'll do it. Believe me, I know how to push that kid's buttons.

What are you doing here? I've already told you you've burned out and you've failed me and yourself miserably.

Need I remind you, it's public television, an attempt to teach people something. And all you can think of is personal greed. It's people like you that make me feel bad about being American.

What? Oh, yes, fine. Have you ever had a feeling that there's something terribly wrong?

I do n't know what he should look for, just tell him if he sees anything out of the. let me tell him.

The plane will reach an altitude of sixty - five thousand feet. When it is over, the target will fire the laser from here.

Norman, if you'd be so kind. This cockpit mock - up duplicates the shuttle flight deck and we've placed it here to demonstrate the firing technique.

As the bomber falls way , the shuttle 's booster ignites with a roar , thrusting it toward space .

We see a tiny glowing speck coming towards us . very quickly it gains in altitude and we see that it is the shuttle . Suddenly it is upon us and blasts over our heads . ANGLE FROM BEHIND We follow the shuttle . The engine stops . There is a small explosion , which pushes the booster rocket away . Small maneuvering rockets fire and the shuttle establishes itself in a nose down altitude .Behind and above the cockpit a large hatch opens and a large circular spinning mirror rises and locks into position .

The pilot reaches above him and pulls down a viewfinder and begins looking through it .

A target sighting lens moves from right to left , stops , and then moves back but this time with the mirror moving in unison .

While still looking through the viewfinder , the pilot manipulates the targeting controls .

PILOT'S POV OF THE SCREEN Crosshairs, a grid patter and digital, rangefinder readouts appear over various parts of the Earth's topography as the pilot searches for his target. Then it steadies on a polarized image of a group of people. One of the images seems to stand out brighter than the others.

Two fake I. D.'s with Mitch's and Chris's picture on them. Perfect. I hope.

The president and his aide are chatting with a group of visiting dignitaries . There is a jovial atmosphere as they order drinks from a waiter . The president is proudly displaying one of his medals to his guests . it has a very unique jewel - like object in its middle .

The President is served a cup of coffee . He asks the waiter for sugar . The waiter turns back to his cart .

The pilot puts his hands on the joysticks and flips open the trigger covers .

Dead silence , then the mirror erupts in brilliant light and sends an incredibly bright beam toward the Earth . Behind the shuttle we see exhaust gases venting in giant plumes into space .

The beam strikes the president like the finger of god . He vaporizes . The waiter turns back with the asked - for sugar to find a smoking hole where the President once stood .

The shuttle finishes its work and the beam shuts down . The mirror folds away and the shuttle arcs across the screen preparing for re - entry , firing small retro rockets .PULL BACK TO REVEAL

A large screen at one end of the room continues to show the re - entry .In the middle of the room is a giant donut of a round conference table . Another circle hangs above and casts light downward in such a way as to light the table - top but caser those sitting around it in shadow . We can see them but not well . There are SIX MEN in suits . The look is sinister as Hell ; but the talk is for Rotary Club meeting . A MAN , sitting at three o'clock , wearing an Air force major 's uniform , points at a remote control device at the screen and stops the film . The lighting does not change . he turns to the man sitting at twelve o'clock .Polite laughter all around .Carmichael shrugs the sign for `` who knows ? ''

Well, I guess so, but gosh, Don, it's a movie. You want me to start buying weapons from George Lucas?

I think there were n't enough girls. More polite laughter. Then Roy turns ice cold in a flash.

No, Sir, this thing would take the skin right off, of Air Force One if you wanted. Not that I'm saying we'd ever want to kill our own President, but, you know, for example.

Our studies indicate that this type of weapon is totally useless for warfare.

It's not intended for use in your kind of warfare, Roy. This is a perfect peace time weapon.

As soon as the size - to power ratio is licked we'll have about seven bangs for the buck.

Seriously, Don, I have to report to the Secretary that everything's on schedule. We have plans for your little ray's gun this summer.

As I understand it, guys, there's some major practical difficulties. I'm pushing as hard as I can.

Well, Don, you tell those geniuses you've got until the end of the next fiscal quarter to come up with a working model or I'm pulling the plug on the funding.

Good. Just as long as we get a working weapon out of it by June. Right, general?

I would n't know, Dave. I have n't had a working weapon since Korea.

Larry, let's see the film on blinding techniques, then we'll have some lunch, all right?

WELCOME TO `` SCIENCE,'' WITH YOUR HOST, Dr. JEROME ATHERTON. FUNDED BY.

A grant from Pacific Electric Instruments. PEI. And now, Dr. Atherton.

He better be because the company needs a practical working model within four months.

Let me put this another way, Jer. You know all that money we've been spending for development?

Well, when a project gets cut off, the finance boys always run an audit.

Having a little work done on the old place, are you? Looks nice.

I agree. And what's more important, massaging your ego on television explaining the digestive system of a rabbit to the great unwashed or `` project crossbow''

We're very close, Dave, do n't worry, everything's going to be fine.

We're past the deadline. Do n't you understand, Decker's dangerous. We need those plans.

And finally, it comes down to, if you ca n't do it, we'll get somebody else. I have a timetable, doctor.

Nine thirty here in Washington. I thought you Californians all get up early and exercise. Ha, ha

It sounds like it. Listen, I'll be out there tomorrow for the test but I want you to go to the Marsh this afternoon and check optics systems one more time.

Because I'm in charge, Doctor. Goodbye. He hangs up. All look to Chris.

WE OPEN on a sign : `` Effects of marijuana on Rodents . '' A cage is divided in half . One side is marked `` NO Marijuana . '' A chinchilla is running furiously on a treadmill . The other side is marked `` Marijuana . '' A chinchilla is lying in a little hammock . DOLLY BACK TO WIDE SHOT . We see we are in a large hall . There are dozens of booths and exhibits . A banner strung across the hall lets us know that this is the `` WESTERN REGIONAL HIGH SCHOOL WINTER SCIENCE FAIR . '' ANGLE ON a pretty female student at a booth standing in front of a clear glass cylinder that has vacuum hoses connected to it . There are two colored gases inside the cylinder . A sign behind her says : HOW TORNADOS ARE FORMED . '' A small group of boys stand watching her in as sexist a way as possible .ANGLE ON another part of the hall . Two blond - haired , male twins stand proudly in their booth . `` THE GRAVITATIONAL PULL OF HEAVENLY BODIES . '' A large , crudely painted diorama of the Milky Way is in the background . Several painted balls are suspended in front , labeled `` Mercury , '' `` Venus , '' etc. . The sun is represented by a large electromagnet . All the `` planets '' ANGLE ON a booth near the entrance . A ROBOT attracts a crowd . It has a video screen for a face which reads : `` Hi , my name is Harry . Let me guess your weight and age . '' With jerky motions he extends his mechanical arms and shakes hands with passersby . He is speaking to a small KID .The kid shoots it in the neck with a toy space gun . The ROBOT SHORT CIRCUITS : sparks shoot out , its arms fly in circles until a FUSE BLOWS and it SIZZLES to a burning stop . WE PAN OVER TO the door just in time to see the entrance of DR. JERRY ATHERTON , professor of physics at Pacific Tech , and a popular host of a PBS television show about science . His manner and bearing mark him as a classic anal retentive . He is a perfect cross between Carl Sagan and Jerry Brown . Brilliant , intense , seemingly sincere but , in fact , incredibly manipulative . There is an intentional aura of superiority surrounding him . We FOLLOW him in and down an aisle where he draws the attention of the crowd in the manner of the celebrity he is . An OLD LADY stops him . He beams a smile at her .He walks away . ANGLE ON a booth where we meet MITCH SIMON , aged fifteen . Mitch is a genius . He 's known that since he was old enough to understand the word , which was on his first birthday . He was doing college level work by the time he was in the fourth grade . Although he 's intellectually precocious , he 's still only 15 years old and has all the problems of any average adolescent . His shyness and intellect have always made him feel different and uncomfortable in social situations . He stands with his PARENTS near a demonstration table . Unlike some of the other exhibits we 've seen , there is nothing amateurish about this one . In fact , it is an impressive display of a dye laser . We can see the beams of multi - colored rays bouncing between mirrors , moving through liquids , combining with gases . MITCH is trying to explain his work to MR. SIMON , who is a nice enough guy but who pretty much regards the fact that his son is gifted as a pain in the butt .ATHERTON APPROACHES . He is seen by MRS. SIMON , who greets him .ATHERTON turns to Mitch 's parents .They start away .They exit .

It does n't seem to be working ; but if it was, these gases would be going around.

Hi, my name is Harry. Let me guess your weight and age. midget mutant ; weight.

Just Argon. But I have it all structured for HF if I could get some.

It's all theoretical at this stage, but I have the power supply completely worked out.

Listen Doc. This scholarship thing, does he get any kind of whatya call it, signing bonus sort of thing?

Yeah, I guess. It's just that athletes get, you know, cars and stuff.

Dr. Atherton, I saw your show the other night, about radioactive isotopes, and I have a question for you.

Did n't look real. Anyway, listen, I got to get something to eat or I'm gon na die.

I saw over there one of the kids was doing an experiment with insect protein.

They're Okay. They just sometimes do n't have any idea of what I'm talking about.

No. I'm Mitch Simon. I'm a student. Dr. Atherton told me to come up here.

Oh. Well, I'm supposed to have a look at your work up to date. Check it over.

There's a mistake all right, but I think you guys made it. Look, you inverted the last two steps.

Not skating. The horsing around. The never studying. I know he's smart. but nobody's that smart.

Aw! Kent, we were going to name you King of the Winter Carnival.

I'm stuck. Dr. Atherton says we've got to miniaturize the power supply and you're not helping.

Have you ever considered the fact that you are completely wasting your life?

I know, but I do n't like it here anymore. I want to live at home with you.

Yeah, and dad. I want to go back to high school. I - dad did what? Rented out my room? Well, why ca n't Mr. Echevarria and I share it? Please, ma, I want to come home.

The other night I needed your help and all you wanted to do was party.

I thought this place was going to be different, but it's just the same. I'm either used or made fun of. In high school they pushed me in a mailbox, did I tell you that?

You had a arrangement going with Atherton, do n't you? That's why you do n't have to study.

I have to agree. It does appear that you've been the victim of your own erroneous logic.

I. I just. I came back from helping Chris and there was this woman in my room.

She kissed me. Then she took off her clothes. Then I took off my clothes - she had to help me. I kept blacking out - then. it was unbelievable.

I do n't think I'm ready for that yet. Maybe we should wait a year ; at least until I get my license.

Let the engineers figure out a use for it. That's not our concern.

I do n't know he stopped talking about an hour ago. May I see it?

That remains to be seen, Kent. But we are having a conversation.

I am known by many names. I am the One. Turn to me and be saved.

Nothing. I want you to think about what you've done and repent, and from now on, stop playing with yourself.

You think that hurts? You should've met my Uncle Stan. He was a Weasel.

No, that was his lodge. The Royal order of Friendly Weasels. Every Wednesday when I was eight, he'd take me down to his lodge meeting and he'd challenge people to call out two five - digit numbers. I had to multiply them in my head faster than a guy could do it on a calculator. They'd bet on me. Of course, after the meeting, he'd take me for ice cream.

Well. he'd take me to the supermarket and I had to dip my hand in.

Good, Kent. Dad, my father, you know, God, wants to show you something.

He wants you to wait on the sidewalk at six thirty nine Ivy Crest Drive at precisely six - oh - eight this morning.

Just wait there and you shall receive a sign. Do not despair and do not go inside.

We see CHRIS KINSLEY , Chris has on his head a pair of those jiggling antennae - like things . WE PULL BACK to revel that he is on a tour of the facilities . A huge hanger - like room filled with workers constructing and assembling scientific instruments . This place has the look and feel of the Big Time . Workers put the finishing touches on a communication SATELLITE . Passing through this Disneyland of Science is a well - dressed executive . ROBERT JENSEN , who is guiding Chris on the tour . Chris was heralded as one of the smartest people to ever enter Pacific Tech . He proved to be even smarter than many of his professors . He also proved to be one of the most outrageous people to ever enter Pacific Tech . his antics are legend . Unimpressed with authority , pomposity and bullshit in general. , Chris dresses on the sloppy side of life . Currently he 's wearing a sports jacket that 's seen better days , over a faded sweatshirt that has the logo `` I ? Toxic Waste . '' They approach a second executive/scientist , MIKE DODD , who is wearing a lab coat , and a beautiful public relations executive named SHERRY NUGIL , who is also wearing a lab coat but in a whole new way .Chris takes the thing from his head .Jensen and Dodd exit .CHRIS Old Professor Hostetler ? Is n't he dead ?

Guys, I want you to meet Chris Kinsley. Chris, this is Sherry Nugil, my assistant, and Mike Dodd.

I know. Nice to meet you Dr. Dodd. Is n't the Telcom raining debris all over Europe?

That was a launch problem, not a design problem. Why are you wearing that toy on your head?

Oh, this. Sorry, I was worried that people would think I was stuffy, You know, no fun ; all brain, no penis,

No. Well, yes. I mean, I used to be. Now I'm Mhavishnue Kinsley.

Now Chris, Sherry is going to show you around the place. She can answer any questions you might have about fringe benefits or dress codes or anything and I'll see you back upstairs when you're done, okay? Sherry, take good care of this young man. He's one of the ten finest minds kin the country.

You have no idea how much I need that kind of continuity in my life right now.

Ultra - high power laser as an energy force for fusion. Tremendous boon to all mankind. And womankind, too.

It's the process for obtaining enormous amounts of energy from forms of hydrogen, like Deuterium and Tritium.

Hey, you just gon na sit there admiring the room or are you going to help me with this?

It's all in the bottom drawer. Shirts, pants, underwear, shoes. I had a little trouble with your sport jacket, so I threw it out. Nah, only kidding. This one's for you, little Johnny.

Moles and trolls. Work, work, work, work. I plan this for weeks. I go to a lot of trouble and all they want to do is study. I'm hurt. I know that's it's not like me but I'm sorry. I'm starting to get discouraged, people. We had nobody at the mutant hamster races, one entry in the Madame Curie look - alike contest, and he was disqualified later. Why do I even bother?

We are? What about that time I caught you naked with a bowl of Jello?

Was it a dream where you see yourself dressed up in kind of sun god robes standing on top of a pyramid with all theses nude women throwing little pickles at you?

I'll try and borrow one. Now, if you'll excuse me, there are millions of boys and girls everywhere waiting for me to bring them presents. Ho ho ho.

It's one of mark's Ickagami's experiments. He's been irradiating corn with strontium. it's his hobby ; big food.

Okay. Have you ever considered switching to de - caffeinated coffee?

Hey, are n't you getting a little obsessive about this? I took in the new kid. He's working his guts out for you.

Instead of trying to take that roomful of capacitors over there and putting new perspective. Charge this baby up. Everything you've got.

Relax, it's just the fuses at the sub station. They'll have it back on in a second. More importantly, did we get a charge?

I have n't had them all tested yet, Cornell, but so far so good.

They'll teach you. Let's get serious here, lads. There are 670 guys at pacific tech and 136 girls.

Good, Milton. Of the 136 girls, most of them can find guys a lot better than you.

Let me put this another way. Given the type of people you are and the environment you're in, you guys have to admit the strong probability that this may be the only chance you'll ever get in your entire lives to have sex.

Do n't you know eating that stuff can give you very large breasts?

We've been lovers too long to have a silly argument come between us.

Please. Do n't speak. You were right. Tonight I'll wear the cowboy suit.

Jordan told me about Atherton coming down on you. what exactly did.

Ick invented a new virus and we're gon na release it in Kent's room.

I think they meant wuss, but it did n't rhyme. when I was three years old, I balanced my father's checkbook so they sent me to school and fired their accountant. My father was so intimidated, he stopped speaking to me. My teacher disliked me because I was smarter than they were, and my classmates hated me because I bell the bell curve. Sound familiar? And tell me why my. why did my mother dress me in white shirts, hush puppies and a briefcase, guaranteeing that a girl would never talk to me?

And then one night, in this room, I was sitting right where you are sitting now. I had a vision. I saw him.

Yeah. Laslo Hopsfield. I followed him. Through the closet ; down into the steam tunnels. And down there I saw the most disgusting thing I've ever seen.

And I talk to the guy. Turned out that in the Seventies he was the number one stud around here. Smarter than you and me put together. So brilliant, so sharp, so advanced, so long.

He graduated. Went to work for some chemical company. One day someone told him he was making stuff that was killing people. I think it was his mother. He freaked. You see, he was totally unprepared for the real world. He had no philosophy. He thought science was the answer for everything.

Yes, you are, Metaphorically speaking. Unless you see that the same thing that has made your life miserable can make it great ; your brain. When you're smart, people need you, and you can learn how to work that for fun and profit.

Well, the first thing you have to do is get even with Kent. It's a moral imperative.

He puts his name on his car. He does the same thing with his underwear.

I guess this is goodbye. I'm sorry I did n't get a chance to know you. At all.

Self - realization. I was thinking of jumping, but it's only twelve feet.

Yeah, and he says I did n't deliver. You sleep with pits, you wake up smelly. I think Aristotle said that. It was him or Eva Gabor. At least Hopsfield still has his integrity.

I thought I was so smart. I did n't want to be like the other dumb geniuses like Hopsfield. I though I could use Them., instead of Them using me. But, Guess what?

Look, you do n't have to stay up with me. It's not like we're driving. Get some sleep. You're a growing boy. I hope.

I guess we should, seeing as he's gone to all the bother of having one and everything.

Okay, Kent, but I do n't think that's going to help your confidence, do you?

Is it okay if I name my first child after you? Dipshit Kinsley has a nice ring to it.

Okie - dokie, doc, a house does n't have to fall on ole Chris Kinsley.

That's true. But never mind that now. It came to me. The power problem. I solved it. Echoes! It's so simple, four little mirrors. It bounces back and supercharges the gas itself. I've got to find Mitch to help me build it but it should increase the power ten - fold at least. If you see him, tell him to meet me at the lab. Bye.

Thank you, Jordan. I do feel terrible but I ca n't talk about it right now. I need Mitch. Got ta go. Bye.

As you know, I was working on supercharging the DF by means of a fusion technique using a secondary laser. Well, when I tried it, I discovered Kent had sabotaged it so it collapsed on itself.

The Deuterium and Fluorine take up enough space by themselves, right? Well, the mistake we've been making up to now is in trying to kick up the power by means of yet another outside source. Big and bulky, right? Well, the elegance of this is that by reflecting part of the lasing light back in the gas jets we supercharge the whole deal, increasing the power tenfold with no increase in size.

Kent, make yourself useful for once and help put those plates against the wall.

The mirror is gone, too. Atherton, you worm! You pig! You fuck! Kent, you too!

It's easy to lie to you. You trust people! I'm cynic! What an asshole I am!

This is it. That's the guy I saw at his house with the daughter.

You're absolutely right! The time has come, people. No more being used. No more Downtown Schmidlaps or Uncle Stans or Jerry Athertons. We're going to take responsibility for our own brains. Remember, without ethics there can be no morality. Without morality there is no society and without society there can be no fast food restaurants. So the whole country, nay, in the world, is counting on us to get even in a big way. Thank you.

Snap it up, will ya? We just flew in. We're tired. We're hungry. We have this stupid car.

Lasers are a young science. There, fine, now you've made me say it. Now we're all in trouble.

Look, pal, do n't call anybody. We're four hours late. It's our jobs. Give us a break, will ya? Someday you might be in the private sector, right?

You may be interested in knowing that Mitch reports that Herr Professor is approaching and I'm not even sweating. Is n't that remarkable?

Yes, sir, I do, but first may I take this opportunity to compliment you on your fashion sense.

I think we're going to be able to accommodate you in just a minute, sir.

I do n't know, but it seemed like the right thing to say, did n't it?

And so, coupled with full insurance coverage and bonus plans, you find it adding up to a fairly sizable perks package.

Also, we understand that you people do n't care too much for rigid timetables, and that's pretty rare in private industry.

Is it true that school of yours keeps getting smarter and smarter kids every year?

You see the funding associations are the same. Our theoretical work is in the Blue Sky sector as well.

You just belong here, Chris. We have several of Dr. Atherton's former students and they're all doing quite well with us.

Hi. Is n't it wonderful. I finally found him. Number One. I've been looking for him for ten years.

I've got a little survival place in Wyoming. We're going to live there.

They are lying in the middle of the dish. Passion mounts, fingers cope with belts and buttons, clothing falls away ; my god, these people are having sex.

It is an impressive campus of older California Spanish building mixed with modern architectural marvels . This is the Sunday before the beginning of the Winter Term . We pick up MITCH SIMON and FOLLOW him as he crosses campus . He is wearing a tie and jacket , which only adds to his general sense of being out of place . He is carrying a map which he stops to consult every now and again . He stops an upper classman and asks him a question while pointing at the map . The older asks him a question while pointing at the map . The older student takes great delight in turning the map right side up .

The tasteful and elegant official residence of the university 's President . DR. EUGENE MEREDITH . MITCH approaches the open front door , where he is greeted by MRS. MEREDITH .

says. Oh yes. You're the special case. I know Gene wants to meet you. You're just in time for his traditional talk. Would you like a glass of sherry?

says. Aha, well of course you are. That would explain your height.

They pass through on their way to the backyard .They exit out onto the patio .

The returning freshman class has gathered for a social . Mitch is the only one in a tie . He stands on the patio with Mrs. Meredith whose husband , the apparently ever - jovial professional academic administrator , is about to speak to the assembled .The din begins to quiet .There is good - natured jeering .There is some applause and good - natured banter . Mitch is truly moved . This environment is exactly what Mitch has hoped for all his life .There are cheers and applause .Almost jubilant cheering and clapping .The crowd goes deathly silent as Meredith continues in his cherry manner .He walks away .

Welcome back, freshmen! I take it you all put the Christmas break to good use?

Now, if you'll indulge me, I'd like to speak seriously for a moment. You will recall that when I welcomed you to the Pacific institute of Technology a few short months ago I spoke of how we are one of the finest scientific institutions in the world. I think the finest. I mentioned our six Nobel Prize winners, our members of the national Academy of Sciences, and our members of the National Academy of Engineering. This is an intellectual oasis of technological achievement in the dessert of general academic mediocrity we see inmost colleges and universities today.

I also spoke of the fact that you are the finest freshmen class we have ever had here.

I say this to every freshman class. Each year we raise our entrance requirements and each year there is a group of students like you who meet and surpass those requirements.

As you have no doubt already noticed by now, over a third of you are gone. By the end of the year another third of you will have followed them out of Eden and into mediocrity.

We want only the best. Hard work and high standards are expected of everyone. And if you are n't up to it Cal tech or M.I.T. might take you, but you do n't fit in here.

Let me remind you that this place is an opportunity, not a right ; a chance not a gift ; a working lunch, not a picnic. Welcome back. Several waitresses begin serving tea but the despair of reality creeps over the students and they begin to disperse. Mitch stands waiting for the approaching Dr. Meredith.

And I understand you're already on his project. I'm assured you're going to do great things.

I think the young people really appreciate my'' getting down'' verbally, do n't you?

Ah, Mr. Kinsley. Why am I not surprised to see you here? Perhaps you have the explanation for this so - called event I'm suppose to witness.

Once again Mitch , map in hand , must ask another student for directions . This one also turns the map right - side up and then points to the building they are standing in front of . As he heads for it he passes a bronze bust of one of the founding fathers , DR. BRADFORD . The students have decorated him with a muffler , earmuffs and carrot nose to look like a snowman .

Mitch walks down a long corridor . He passes several open doors that reveal laboratories with all kinds of scientific equipment all over them . Mitch stops in front of a closed door . He checks the number , then looks down at a card in his hand . He turns the card right - side up . He OPENS the door to REVEAL a darkened lab . In the darkness there is a veritable light show of laser beams . A voice calls out from the darkness .

This is Bill Carlisle. I saw your television show the other night about the reproductive system.

I love it. Everything you said was copied word for word from my book and I expect a lot of money for it.

Mitch ENTERS quickly and shuts the door behind himself . In the instrument glow we can make out the forms of three other students . They are : KENT , CARTER and BODIE , members of Dr. Atherton 's research team .The laser snaps off and the lights snap on . The glare is a little intense at first .With the lights on we get a chance to have a better look at the team . Kent is an elitist , intellectual snob with very little imagination who likes to think of himself as Atherton 's protégé . He wears braces on his teeth because he knows how important a proper smile can be in the marketplace .Mitch attempts a good - natured laugh . It 's not a great attempt .They all freeze .The room goes rigid . Evidently this little punk of an upstart needs to be told what Christ died for .Atherton ENTERS .He points to a table full of laser equipment comprised of various angled mirrors and gas cambers and drib units . The others gather around it .Mitch is carefully studying the equipment and checking some notes that were on the table .Atherton starts to leave .Atherton exits , followed by Mitch .

Why? Because it starts at fifty thousand a year, that's why. Plus travel, car, stock options.

Let's get something very clear here. Everything you've heard about the supportive student body and the honor code might hold for the rest of the campus, but it does n't count for squat in here. Which means when jerry's not here, you do what I say. From God to Jerry to me, get it?

He said he did n't feel like it ; and then I said ` you better' ; and then he said' or what?' ; and then I said' or he'd get the heck,' and then he said ` jam it, it's Sunday' and he looks for God on Sundays ; so I said ` okay, but I'm telling.'

Yes, I've been giving myself some sock treatment and it's working.

We heard he was n't coming in. Kent and I figured we'd go ahead and run his section without him. And we started getting picosecond ratings that are n't even in the ballpark.

It looks like it'll take at least a week to re - do all this and start again.

I guess it goes from God to Jerry to you to the cleaners, right Kent?

This should keep you busy for awhile. This, plus your regular class load should turn your brains to mush in a month.

I. you. I was hot and I was hungry. And anyway. Look, Kinsley, you're not number one anymore.

Mighty mouse, here, beat your placement scores by over twenty points.

And at Northern Electronics you get the stock options, but not the free housing, It's what makes PEI so sweet. You get everything.

I'm going to get you guys. Dr. Atherton's gon na hear about this.

What! You ca n't. That's my job. I've done everything you've ever asked. I get your laundry, and I finished the mirror. Look.

See! Do you have any idea how hard it is to make a film virtually 100 per cent reflective, one micron thick and apply it to a mirror this shape?

No, they're testing it on the twenty - seventh but I do n't know where. It's classified.

Look, this is Jerry's house, we're very close, so if you're not going to answer me, then I'm going in.

That looked like Dr. Meredith in a bathrobe. First I'm hearing things, now I'm seeing things.

It's just a f. f. figure of speech, Bodie. You guys coming to the exam or not?

Mitch enters the arched column portico of this dormitory building .

The room is small , cramped , and more than a little disheveled . PEI , NASA and science fiction posters hang on the ceiling and wall , over and around one of the two beds . Junk food and soft drink containers are littered everywhere . In one corner is a fully - stocked Frito Lay Chip display . Mitch crosses to his bed and sits . He is exhausted and depressed . The door opens and Mitch see a strange , tall , bulkily - built , hermit - looking kind of a guy enter . He is carrying a McDonald 's bag . He stops when he see Mitch and stares at him in a quirky way for a second , then crosses to the closet , opens the door and exits into it .Getting no response , Mitch rises , goes to the closet , opens it and looks in .There is no one there .Mitch crosses to his luggage . he opens a bag and , to his surprise , he finds it empty . he then looks in the other bag and find they 've all been cleaned out . Puzzled , he shuts the bags . Suddenly , the door swings open and CHRIS KINSLEY , who we saw earlier at PEI , ENTERS . He 's dragging a large piece of mechanical equipment . it is , in fact , a baseball pitching machine .Mitch stares .Chris is setting it up .Chris puts on a baseball cap and grabs a bat .A ball is pitched . Chris connects and the ball smashes through the window .Another pitch . He smashes a ball into a wall .He whacks another pitch . He does a crowd cheer and circles the bases .

Dr. Atherton is riding in a rental car with DON CARMICHAEL , a government contract monitor . These two guys are part of an old boy network involved with research and development .The car pulls up to Atherton 's house , where there is a great deal of construction going on . Once the work is completed , this is going to be beautifully restored , rather large Victorian home .

Mitch is gathering up some books . He looks at a chart on the wall .The door to the room opens while Mitch is looking the other way . We catch a glimpse of the same tall , bulkily - built man opening Mitch 's closet door and disappearing inside . Mitch turns just in time to see the door close . he goes into it , opens it and looks inside . Nothing . he goes to the door of his room . Mitch opens the door , steps into the hall and slips , landing on his ass . His books go flying .

The hall floor is covered with ice wall - to - wall . Skating MUSIC is playing on a cassette somewhere . A few students , dressed for winter , are skating . Chris skates over and helps Mitch to his feet .He whirls away , leaping from wall to wall , sliding quickly down the ice . He stops in front of a short , roly - poly kid of Japanese descent , MARK ICKAGAMI , better know as ICK . Ick is a bio - chemist who spends a great deal of time in his lab experimenting with various fun compounds that do things ranging from making artificial ice to increasing memory .Chris skates off .Just then , ROARING down the hall , face down on a sled , comes JORDANS COCHRAN . She is an advanced engineering student with great theoretical and mechanical skill who can never seem to pitched energy of a hyper - kinetic kindergarten class . She crashes at Mitch 's feet . He reaches down to help her .And in a flash she is gone .Jordan rushes back .As she races off , KENT enters carrying several binders .Mitch finds this very funny and reacts accordingly by laughing . Kent ca n't stand to be laughed at .Chris pushes himself off backwards and slides along the ice in an attempt at a fancy figure skating move . Just as he 's about to finish he crashes to the floor at the precise moment that the floor turns into a cloud of rising gas . Chris disappears in the cloud .Kent runs away .The cloud fills the screen .

Oh, sure, I tell you then you tell somebody else, and the next thing you know we're in the middle of another ice age.

Well, I'm not an expert, but I think he puts one foot in front of the other and pushes.

I do n't know how smart he is. Before he even came here he invented a solar battery, which laid the groundwork for the system that provides the energy for Amarillo, at half the cost. He'd be a millionaire today if he been smart enough to make them pay for it. How he pulls the grades, I do n't know.

No, not emotionally, no I'm not. I'm disappointed. not terribly, but still, it should have gone much, further, much faster. It's okay, though, I know what the problem is, that's simple, it's obviously the drag coefficient, I'll just have to re - design the blades. I can do that, that's easy. I can do that here ; but I have to cut then after they're designed, that takes tools, that takes time. How long is this stuff going to last, do you know?

That's great, that's good. I can do that, no problem, lots of time.

I'm Jordan, I realized I'd forgotten to tell you my name, it's Jordan. I heard there was going to be someone new this term, are you a freshman?

Oh, I was going to make you one if you needed it but you do n't so that's okay. Well, I got ta go, I'll see you later, probably. See you Ick, see you Mitch.

Do n't have to. It's going to go from solid form directly to gas.

I'm not saying. But I can tell you that it's fairly rare, and very unstable.

I'm depressed. Why did I listen to my parents? I should have become a ping - pong pro.

God, he's good at that. He almost gets away with it. That's the most manipulative guy I've ever seen. I mean heard.

Thirty - four degrees, ten minutes, fifteen seconds North ; one hundred eighteen degrees, nine minutes, three seconds West.

Hi, good morning, I thought I saw you come in here, you must be an earlier riser, we met last night, I'm Jordan, remember? I had a sled with me, I made you a sweater.

yeah, it's just something I do with my hands while I'm reading. I hope I got the size right, I'm pretty sure I did, I have a brother so I use him as a sizing comparison, and I have a pretty good eye for that sort of thing, so I just went ahead and made you one because I was, you know, up. Peeing?

I never sleep. I do n't know why. It drove my roommate nuts. I mean really nuts, they had to take her away in an ambulance and everything, she's okay now thought but she had to be transfer to an easier school but I do n't know if that part has anything to do with being my fault, but still, anyway, if you ever want any help studying at night or just let me know, okay,'cause I'm just a couple of doors down from you guys and I'm usually up and I would n't mind, okay?

Right, well, do n't forget what I said, I'll put the sweater in your room, see you later, tell Chris that if he wants one I'll be happy to make him one but nit today because after classes I'm going to rebuild the back part of my room, you should come down and see it later, I have to go, bye.

Look, I'm seventeen. I'm brilliant, and I'm hyper kinetic. Guy are a little afraid of me, you know. It'll pass. I hope.

I understand. There are a lot of things to be considered here. For example, I could drive.

It was his braces that gave me the idea. They're a perfect antenna. His whole.

Ernie `` Downtown'' Schmidlap. From my high school. He was captain of everything. One day he told me he wanted to `` date me up.'' so for a month he'd come over and I'd do his homework for him. He was going to take me to the prom. But once he passed his courses, he took Roberta Preen. I stayed home and re - wired our housekeeper's TV.

We have the target coordinates computed for trajectory adjustment.

Perfect morning light streams through the window , making even this dump look beautiful . Chris is asleep in a strange position on his bed , proving that even asleep he is eccentric . We Pan across the room to Mitch . He has obviously fallen asleep while reading the binders that Kent had given him the night before . We HEAR the sound of the door opening , followed by some heavy footsteps . This causes Mitch to wake up . it takes him a second to realize where he is . He sits up . MITCH 'S POV Again we catch just a glimpse of that same mysterious figure opening the closet door . He is holding a `` McDonald 's '' bag . He closes the door behind him .He waits a beat , listening . Nothing happens so he gets up and crosses to the closet , looks inside .

There's nothing in there but clothes. Mitch pushes the garments aside and finds just a wall.

He shakes his head. This is getting frustrating. He exits the room.

The party is in full swing and most of the guys have become very comfortable. Some are making out. Mitch now seems like the only one left out. he sees a pretty GIRL just coming out of the water. She adjusts her top. Mitch wanders over to her.

He is truly at a loss in the face of this cruelty. Everyone is staring at him. He runs out the door.

He ca n't believe his ears. His expression runs from surprise to embarrassment.

He runs out of the dinning room. Kent loves Mitch reaction. It makes him laugh harder.

Mitch crosses to the urinal . Just as he is about to relieve himself , the door opens . Jordan enters . This is an experience Mitch has never before and as a result he is one uncomfortable fifteen - year - old .She holds out a sweater . He leans into the urinal , trying to hide himself the best he can .She exits .

Mitch is coming down a hallway into the area . He is dressed in his tie and jacket and has books under his arm . As he crosses past the self - serve vending machine he spots Chris entering the kitchen . Mitch follows him inside .Before Mitch can ask another question , Chris open the freezer compartment and takes out a large thermos - like container . He takes it over to the cutting board , then takes from his pocket a pair of calipers , a pair of tweezers , and a little box that looks like a dental floss kit . He opens the container which immediately starts pouring thick steam .Chris uses calipers to extract a length of tubing from inside the container . he puts it down on the board and , using the tweezers , pushing out a cylindrical mound of ice from inside the tube . Then , from the dental floss kit , he pulls out a length of very fine wire , which he uses to cut the ice into a number of thin `` coins '' and slides then into the lid of the container , which he picks up and takes out the door with him . Mitch follows .

Using the tweezers , Chris picks up an ice coin and puts it into one of the machines . There is a high - pitched squeak . To Mitch 's astonishment , the machine accepts the bogus money and a cup drops down and fills with coffee .Chris puts his coins in several of the machines and retrieves from them junk food junky 's treasure trove of goodies .Chris exits . Mitch stares after him . A quick series of shots moves us through the next two months of time , accompanied by an original song .

An older professor is lecturing , pointing to a complicated algebraic problem on a blackboard , Mitch is in the last row of this student - filled , multi - tiered classroom . Everyone else listens intently and makes notes while Mitch thumbs quickly through a textbook , then closes it and makes a note in a loose - leaf binder .

Mitch stands with a group of other students watching an instructor explain the intricacies of nuclear fission . Mitch opens a notebook and starts writing furiously .

Mitch is using his notes and some pieces of equipment to explain something to the rest of the team . Chris is impressed . Kent shakes his head in disagreement until Atherton nods his approval , at which point Kent also agrees .

it is late but Mitch is still hard at the books . Hopsfield goes by and disappears in the closet . Mitch does n't even notice anymore . There is a knock at the door and Jordan enters . She has brought Mitch a device that she just built which holds textbooks and turns the pages automatically .

Mitch , dressed more informally , is in the same room with the same professor as in scene 54 . This time , however , there are several empty seats . The people have been replaced by cassette tape recorders . Mitch takes notes .

Mitch enters with another student to find a teddy bear waiting for him at his place .

Mitch and Chris work alone . it is obviously very late . Using a variety of exotic - looking devices , they put the laser through its paces and make notes .

This time , Mitch is the only student . Tape recorders sit in front of every seat . The professor drones on , apparently oblivious to what he sees in front of him .

A very attractive instructress is demonstrating a dye trace experiment in a huge wave tank . Mitch takes notes .

Mitch and Ick are carrying trays of food , looking for a place to sit . They pass a seated Kent , who points out a place for Mitch , who looks to see a highchair at the end of the table .

Mitch comes down the stairs with several books under his arms . He stumbles and drops one of the books . As he struggles to recover it , it is handed to him by none other than Hopsfield . By the time Mitch realizes who it is , the mysterious figure is once again gone .

Mitch is crossing the street carrying a huge load of books . Suddenly a yellow Citroen pulls up behind him and honks its horn causing Mitch to drop everything . He looks at the driver and sees that it is a laughing Kent .

Chris , Kent , Bodie and Carter are present as Atherton wraps up a day 's class . People take serious notes . Chris reads a magazine . People file out and Mitch enters approaches Chris to get him to work on the laser . Chris shakes his head .

Mitch is working alone . He adjusts the laser and turns it on . It burns through a very thick block of wood , but Mitch is still not pleased .

A very tired Mitch heads for the lecture hall . He comes to the door , opens it and enters to see a tape recorder lecturing to a roomful of tape recorders .

In need of a break from studying , Mitch goes to the closet in hopes of figuring out how to open the wall . He examines the walls and the floor and looks , for hidden switches or secret mechanisms , all to no avail . As he 's about to give up , the closet door swings closed . When it closes , the wall opens to reveal a small elevator - like cage . Mitch steps in and the cage descends . It hits a lever and stops . But before Mitch steps in and the can get off , it begins to move sideways , triggering another pulley , and goes down again into the steam tunnels , then drags along the floor and stops . Mitch gets out . It 's spooky . In the distance there is a glow of light . Mitch goes forward until he can see the home of Hopsfield . It 's a very utilitarian example of life on the edge , with all the comforts . At the console of an amazing , hand - built computer sits amazing Hopsfield . Mitch watches in awe from the darkness .

There is an experiment in progress . A large laser is building up an energy load . Atherton , Kent , Bodie , Carter , and Mitch monitor various pieces of equipment . Things hum and click and there is a sense that something big is going to happen . Atherton seems pleased , while Mitch seems troubled . Suddenly , a valve blows and a stream of liquid nitrogen hisses from a hose , spewing frost over everything . Everyone jumps for switches and they shut the experiment down .Kent goes to the window and shouts down .

He 's sitting on a chaise lounge with a stack of encyclopedias , sipping a beer .PULL OUT TO REVEAL that the chaise lounge has balloons tied to each corner . Chris dumps a volume from his lap and the chaise rises straight up in the air . ANGEL ON ATHERTON AND CHRIS - FRAMED BY THE WINDOW Chris hovers in mid - air .He hands Atherton a volume and floats from view .

Atherton , Mitch and Kent stand at the window , watching Chris ascend .

The restoration work is reaching completion and the house is looking pretty beautiful . A small crew of workmen paint and do other finishing work . Chris is sitting on the porch , watching . He is eating a very large puffs of popcorn from a bag . We SEE Atherton returning from his daily jog . He is decked out in an expensive designer jogging suit and has all the appropriate accessories . he also has all the silly habits of the trendy runner for cooling down and stretching .Atherton leads Chris to the front door , where he removes his shoes and then stands and waits until Chris does the same . They proceed into the house .

The interior is immaculate . A classic example of elegant good taste . Atherton is fastidiously protective of his things .Chris exits . Atherton watches him go .

Mitch is alone and trying to work on the new , smaller laser . He looks tired and upset . He tinkers around for a while , then goes back to his table and looks at his notes . Nothing seems to make sense anymore . Chris enters with a beaker in his hand .Mitch is confused .Chris rams the spoon in his mouth .Mitch makes a face .Chris goes to the laser . Mitch is annoyed .Mitch goes next door . Chris , meanwhile , measures a certain distant from the floor and mounts a mirror on the wall above his head . He then moves to the laser and repositions it to shoot at the mirror . Mitch returns and makes some adjustments to a control panel .Mitch throws a switch . Immediately , a loud electrical hum fills the air . Chris goes over and opens the door to the hall and glances left .

The lights twinkle from various buildings . We hear the hum growing .Suddenly , there are several loud snaps and all the lights on campus go off at once as the power overload blows the sub station fuses .

Suddenly there is a loud `` crack '' and the laser sends out a beam across the room , bouncing off the mirror on the wall. , out the door , where it hits another mirror and disappears from sight .

The beam has formed a web of light across the darkened campus . The effect is quite spectacular . People look in awe . Chris and Mitch exit the physics building .The lights on campus come back on as Chris and Mitch continue to follow the beam .

An open window above the door lets the beam of light enter . Chris and Mitch enter .

Chris and Mitch walk down a stairway through an open door , following the beam .

The place has been turned into an indoor Waikiki . The beam has been directed into a hood - shaped device that has split it into enough rays to cook a bunch of hot dogs and hamburgers on an improvised barbeque , managed by ICK , who is dressed for the beach and wearing a welding mask . Past him we can see that there about twenty girls and some guys present . Several of them are water - skiing on the mechanically produced waves inside the tank , towed by an elaborated pulleys system . Others are frolicking on the `` beach '' and cut out palms stand around , achieving the desired effect . Blankets have been laid out and girls sit on them eating hot dogs and talking . There are sun lamps set up in one area and some kids are smoothing sun tan oil and shagging a few rays . Rock music fills the room .Awestruck , shy but excited , they approach .There is a pause while everyone considers the hypothesis .He turns and heads into the party . After a beat , everyone except Mitch follows Chris 's lead . ANGLES ON VARIOUS ACTIVITIES - A LITTLE LATER Water - skiing , dancing , a volleyball game . Most of the guys are making an effort to socialize . Mitch watches quietly . ANGLE ON MILTON TALKING TO A GIRL OVER BY THE SUN LAMPS .ANGLE ON another guy named Fenton and a girl . They 're necking .ANGLE ON CONNELL , and a girl in the tank . they both bob up out of the water . Cornell still has his glasses on . He takes them off and ca n't see .Reflexively he breaks his glasses in his hands . ANGLE ON MILTON AND VIVIAN . He rubbing suntan oil on her backANGLE ON CORNELL AND LOUISA . They are sitting on the `` beach '' toweling off .She exits , leaving Mitch devastated . He goes and sits in a corner . Meanwhile , Chris is looking around proudly . It 's obvious he did n't see what just happen to Mitch . He smiles at the fun everyone is having . A girl passes him eating a hamburger .She laughs . He puts his arms around her and they walk off . As Chris and Kimberly EXIT , we catch a glimpse of a face in a window . We push in to see Kent , spying .

A lot of the guys we've seen around the dorm have started to arrive. They enter hesitantly at Chris's urging.

I have a geochemistry test tomorrow and I do not feel adequately prepared.

Oh! Let me ask you something about that. If I was on the moon, Could I like tease hair much higher?

My friend Evelyn, tells me that brilliant men are the best lovers.

You know, I read in the Enquirer that woman paid twenty thousand dollars for the sperm of a genius.

OPEN TIGHT on Atherton 's face . He looks odd , as there are Kleenex tissues sticking out from his shirt collar . A hand comes into frame , holding a pancake makeup puff , and starts applying it to his face .CAMERA PULLS BACKThe STAGE MANAGER approaches .He exits .He walks away . There is definitely no love between them .ANGLE ON ATHERTON as he walks over to the cue card man and checks through the cards . KENT enters in a rush .Atherton begins to seethe .Kent forgets to move . Atherton shoves him off . We HEAR an off - stage CRASH .We PUSH in on nearby monitor . the show 's logo comes on , along with its theme MUSIC .A NEW CARD SHOWS ON THE MONITOR .Atherton appears on the monitor .KENT WANDERS BY IN THE BACKGROUND .

HE GETS SMACKED IN THE HEAD BY THE BALL .Through the following , Mitch and Jordan volley the ball between them .ANGLE ON MITCHMitch gets smashed on the head with the ball , sending his glasses flying . Suddenly , Atherton burst into the room , followed closely by Kent .He passes the tape deck and snaps it OFF . Everything comes to a stop as Atherton heads for Mitch , all eyes trained on the pending drama .Kent is in seventh heaven as Atherton turns and heads for the door . As they exiting , they pass Cornell and his date .Atherton can only stare in his rage .He growls and exits .

says. ANGLE ON JORDAN She tosses a volleyball up into the air in a one - woman game of catch. Mitch approaches forlornly.

Mitch , tired , looking like a kid who 's been working for hours , is staring at a formula on the blackboard . Frustrated , he throws his screwdriver against it in anger and runs into the adjacent room and begins disconnecting the capacitor bank .

Kent , Bodie and Carter cross toward the lab . Just then , Mitch comes out . He looks exhausted and very upset . As he passes Kent , he turns away from his stare .The other guys yuk it up . They turn and watch Mitch go into Atherton 's office down the hall . They follow in time to HEAR :Kent 's eyes light up with an idea .

Its reels are spinning . It 's being held up to a telephone receiver .WIDEN to reveal Kent holding the recorder as cater and Bodie watch . The workbench area in Kent 's lab is covered with a drop cloth . Kent chuckles as MITCH pleads with his mother .

The dorm population is eating their breakfast . Kent and his unholy two are smugly downing their `` shredded wheat '' Mitch is alone off in the corner . It 's obvious he has n't slept . Chris enters and crosses to Kent . A WAITRESS , middle - aged , is serving coffee .The waitress stares disgustedly at Kent .CHRIS EXITSShe nods and exits . Kent calls after her .Mitch abruptly turns his back to Chris and continues eating . Chris sees the conversation is over .The tape is abruptly interrupted by the RECORDING Kent made of Mitch on the phone to his mother .ANGLE ON KENTHe loves it .ANGLE ON CHRIS

Ken, Bodie and Carter. The gentle strains of classical music fill the room.

Everyone stops eating and listens to Mitch begging his mother to come home. They share his embarrassment and lower their heads. Even Kent's friends are uncomfortable. Kent, on the other hand, is laughing it up, having a great time.

Mitch is trying to pack , but it 's difficult because the place is in such disarray . Chris enters . He watches and tries to think of what to say .Mitch turns on Chris with surprising hostility .Mitch looks down at his own white shirt and hush puppies .MITCH LAUGHS .

Kent 's Citroen pulls up . Kent and Carter get out and walk by Jordan , who is sitting nearby .After a beat , CHRIS , MITCH and ICK jump out from behind another car . Mitch carries a TOOL BOX .The others rush over to her . Chris trains a light on the license plate . It reads , `` KENT . ''Mitch flops down the tool box . 5R5DISSOLVE TO :

Chris, Mitch, Jordan and Ick working on Kent's car. They are undoing bolts, talking out wires, removing fenders, etc.. The last DISSOLVE and we see the car is gone. And no sign of our foursome.

Chris quietly goes up the stairs inside the dorm carrying a steering wheel . Ick and Mitch have an engine on a flatbed cart . Jordan enters carrying heavy chains and a drill .

Filthy with crankcase oil , Chris , Mitch , Ick and Jordan exit and scamper down the hall . All are very pleased with themselves .

Kent is coming down the hall . he opens his door and walks inside .

CLOSEUP ON KENT . His jaw drops open .He storms out of his room .

The restoration has been completed and the house looks beautiful . Chris comes up the walk , goes to the door and rings the bell . A very pretty girl named SUSAN answers the door .

Chris enters .The study doors open and Atherton , Carmichael and Decker step out .They begin to exit . Chris takes Susan 's hand .They exit .Chris removes his shoes to reveal even dirtier socks .

Chris sits , lost in thought , outside the window of his room , Mitch appears at the window , sees Chris and climbs out to join him .

A series of shots showing Chris hard at work, underscored by an original song.

Mitch , Jordan and Ick are listening as Chris shows them diagrams and formulas for a laser supercharger while they try to eat .

Chris and Ick search for a new gas combination for the laser supercharger .

Mitch and Chris work hard on a second laser . Kent is both upset and suspicious of Chris ' new interest in work .

Chris enters carrying books and a note pad . Kent sees this and is shocked . Atherton gives Chris a `` you have n't got a chance '' grin .

They both study for exams ; on the wall is a chart of exam week showing Mitch 's exam schedule , a big red square around Chris ' exam with Atherton and , in every free hour is written '' Laser '' .

Many students , including our gang , study for exams . Suddenly , Milton ca n't take the pressure any longer and momentarily goes out of his mind and runs from the room .

A tired looking Chris and Mitch attach a second laser to the original but nothing improves . They check their notes and diagrams . Kent , Bodie and carter chuckle in the corner .

Mitch is taking an exam with a bunch of people he does n't recognize from the Professor who everyone tape recorded . One of the students appears to be near panic as he deals with a pile of mangled tape .

Chris and Jordan use a blackboard diagram to discuss the engineering difficulties of Chris ' laser supercharger assembly .

Chris runs down the hall and enters his room . Mitch is sprawled out asleep under a math text . Chris feels bad about it but wakes him up .

A wasted Chris and Mitch build the new assembly that will allow a second laser to shoot at the gas jets of the principal laser .

Chris is studying hard . Mitch is asleep , his head on the table .Mitch wakes up .Hopsfield enters carrying two large boxes of what appear to be file cards . Mitch is stunned . They all stare for a beat .Chris and Mitch look at each other , impressed and a little frightened .

I thought you might want some help so I dug into the computer and got every question Artherton's ever asked on every final he ever given.

No, these are entries for McDonald's Sweepstakes. No purchase necessary. Enter as often as you want. So, I am.

This box makes it one million, six hundred thousand. I should win thirty two point six percent of the prizes, including the car.

I suppose so. But they set up the rules, and lately, I have come to realize that I have certain materialistic needs.

With the gas tanks you've designed the beam would only last for forty seconds. What good is that?

Maybe somebody already has a use for it, one for which it's perfectly designed.

Looks at the facts : very high power, portable, limited firing time, unlimited range. All you'd need is a big spinning mirror and you could vaporize a human target from space.

I understand how you feel, Chris, and you're right. But what we should be doing now is trying to find out what he's doing.

Oh, I won. Only thirty - one point eight percent though. I have to figure that out. But not this summer.

Thanks. Anyway, we probably wo n't ever get to see you again, so, bye.

He opens the door and enters . It 's dark .He turns on the light . Much to his surprise and ours , seated on his bed is Sherry Nugil , the girl Chris met at PEI - the genius groupie . She 's dressed for the occasion .She kisses him .

Jordan is using a big machine to sand her floors . There 's a knock on the door .Mitch enters , He appears dazed and disheveled .She does . She starts moving the furniture back .Jordan stops , It 's the first time we 've seen her doing nothing .He looks at her hopefully . She smiles .

Chris puts the finishing touches on the second laser assembly . He seems pretty pleased with himself . Kent , Bodie and Carter watch conspiratorially . Carter looks at his watch and starts for the door .They all begin to exit , but then Kent holds up .The others exit as Kent goes back to Chris ' laser , opens it up and starts to fiddle with the works .

Students wait to begin taking their final exams . Chris , Bodie and Carter enter and take their seats . Atherton is passing out the booklets .5R5DISSOLVE TO :

He's taking the test. He looks up and is distressed at Chris apparent lack of trouble. Chris looks over and throws Kent a big kiss. Kent turns away immediately.

Chris places an apple on Atherton's desk. He exits. Atherton tosses the apple in the wastebasket. The APPLE EXPLODES.

Atherton is going over some plans . Carmichael ENTERS . Atherton rises .Atherton storms out .

Sitting at his desk. Chris places his test on the desk. Atherton looks up.

Chris has a big grin on his face. He takes a piece of paper and writes on it and then slides it in front of Atherton.

Chris is heading for the lab . The place has that look of exam period desertion .

Chris enters and prepares to test the new equipment . He aligns the secondary laser and let it charge up . He makes some final checks and then throws a switch . The laser fires for an instant but then seems to go crazy . The new laser overheats and the main chamber sparks and smokes . Chris tries to shut it down but to now avail . he tears the cover off in hopes of pulling the wiring , but he 's too late . We see everything melting away as the machine eats itself . We also see a message left for Chris just before it too melts . It reads : `` 1 laser = 1car . '' Chris is on the verge of a complete mental collapse as he watches his work go up in smoke .There is nothing but the echo of his voice in response . The main laser stands like a huge , frozen bird in the empty room . In anger and frustration he swears at the machine .He kicks the wastepaper basket in hopes of getting rid of some of this anger ; but , instead , all he gets is the basket bouncing back and hitting him in the shin .He suddenly stands up straight as though he were having a stroke .Inspiration takes hold and Chris begins running around like a madman , gathering up parts to the laser .

He bursts in .The room is empty . The closet door opens and Hopsfield steps out , carrying another box of cards .Chris exits , leaving Hopsfield lost in thought .

A hand - painted sign hangs over the door that says : `` Exam Week Decompression Here . '' Chris runs in the door .

The room is full of students who are blowing off steam from studying for and taking exams . They are engaged in all sorts of silly , mindless activities , ranging from tiddly - winks and video games to watching cartoons . There are supplies of `` brain food '' and health drinks around . Mitch , Ick and Jordan are in the corner . Chris runs up to them .He grabs Mitch and pulls him out .5R5FADE OUT

Chris knocks on the front door . Atherton answers the door . He is less than thrilled to see Chris .

Just then a pretty COED starts to come down the stairs . She is dressed only in one of Atherton 's shirts .Atherton pauses . He looks at Chris , then the girl .

Atherton , Kent , Bodie and Carter stand by the laser as Chris explains what he 's done with formulas on the blackboard .Everyone looks at Kent in disgust .Mitch has been preparing the laser for demonstration . He is struggling to lift several thick metal plates .Kent does and everyone stands back .Mitch switches on the main laser . It comes to life . Gases flow and a beam appears , hitting the plate without effect .He turns a valve and the beam begins to heat up the plate .He throws a switch . There 's a beat . And then , suddenly , the beam glows intensely brighter , cuts through the plate , the cabinets behind it and through the wall out into the night . Chris and Mitch jump shut the whole thing off .Kent runs out of the room as Mitch and Chris exchange a look and Atherton shakes his head . Kent returns , rolling a circular precision mirror one meter in diameter .He exits .

Chris , Mitch , Ick and Jordan are looking at the laser hole in the tree .

They look at where the beam has cut a hole through the head of the statue of Dr. Bradford .

They look high up at a hole where the beam went through a telephone pole and then across the street , even higher , where it burned through a billboard on top of tavern . They cheer .

Our group is celebrating . The jukebox blares . Chris and Ick are drinking beers ; Mitch and Jordan are holding hands , sharing a milkshake and feeding each other French fries .Hopsfield enters and sits down at the table . Everyone stares for a beat .Hopsfield gets up and walks outside . Silence for a beat .

Chris , Mitch , Ick , Jordan and Hopsfield run down the hall and enter the lab . ANGLE - THE LAB The laser is gone .

Chris runs next door and forces Kent 's lab door open , looks in .

They all enter .Chris is venting his rage on every inanimate object in the room , kicking and punching .

Chris and Mitch sit waiting . Chris is very despondent . Very . Jordan enters .She holds out her hand and we see an almost microscopic electronic device . Ick enters carrying several gas masks , a gas bottle , some tubing an atomizer .

Mitch , Jordan and Ick are gathered around the closed door to Kent 's room wearing the gas masks . Ick feeds the end of the tube under the door and opens the valve on the bottle .A STUDENT walks by , not batting an eye .

The gas has knocked Kent out . He sleeps peacefully in a chair . The door opens and our gang enters .He does and she pulls out some dental tools and goes to work , placing the receiver in Kent 's mouth .

Kent begins to stir . We can HEAR Mitch 's voice coming from Kent 's head . At first he thinks he 's dreaming .Silence .

They are near Hopsfield 's lair . Hopsfield has removed the cover from an enormous terminal . Chris seems remote and depressed .Jordan and Hopsfield set to work searching for Atherton 's lines . Ick is concerned about Chris .

They 've all made themselves comfortable as they sit and wait for the phone tap to produce results . Hopsfield has wired a speaker so that they can hear ,Suddenly , from the speaker , we HEAR the sound of Atherton 's phone being picked up .They hang up .

Everyone lies asleep in various places and positions , Mitch awakens . He is amazed to find Jordan asleep on his shoulder , so amazed he has to wake her .The speaker comes to life with the sound of the receiver being groped for and then Atherton 's groggy voice .

Atherton comes out and heads for his car carrying an over - night bag . As he drives away we SEE that Ick has been spying on him .

Ick is hiding behind some bushes on a knoll . he is looking through binoculars .

Atherton's car is passing through a high security gate into Marsh field.

Chris , Mitch and Hopsfield are loading the last of several large boxes into a beat - up van .

The van pulls up in front . Painted on the side is a plumber 's logo . Mitch , Jordan and Ick start unloading boxes . Chris goes to the front door .

Chris and Mitch enter to see Hopsfield as he works at the computer , attempting to interface with another computer . Each time he hits the keys the READOUT replies `` Negative . ''Jordan enters carrying two I. D. cards .ANGLE BACK ON THE ROOM

Technicians check monitors and prepare for the coming test . Nearby stands a firing command module very reminiscent of the pilot 's compartment in the opening sequence . Atherton goes over last minute details with various people . He seems distracted as an engineer discusses a problem with him .

There are two Air force Police GUARDS in the shack . Chris and Mitch pulls up in Kent 's Citroen , behind a government sedan awaiting clearance at the gate . They are dressed as technicians and Mitch sports a moustache .

Mitch is a wreck and Chris does n't help . He begins humming the theme from `` Mission Impossible . ''Mitch whimpers . Decker 's car pulls away . The guard uses one finger to motion Chris forward . Chris pulls the car up . The guard leans in the window .Mitch , obviously shaking , hands his to Chris who hands them to both guard .The guard turns away and walks into the shack .The guard returns .We HEAR the phone RING . The second guard answers it .

All clear, Mr. Decker. Just follow the yellow line. Chris accidentally hits the horn. Through the windshield we SEE Decker and the guard look back. Chris recognizes Decker.

An Air Force Officer is on the phone . An impatient Atherton stands beside him .He grabs the phone .

Mitch looks like he 's going to die .He starts towards the phone shack . The other guard is still on the phone .The guard turns back .A beat . Mitch dies . Chris gives the guard a goofy grin .

The guard waves them through . The car pulls away . The guard returns to the booth .

A B - 1 Bomber , painted black , sits in the glow of the work lights . Technicians , who are wearing jumpsuits similar to the ones Mitch and Chris have on , are busy working around the plane . Chris and Mitch ENTER FRAME and walk up to the plane . A couple of the technicians watch them curiously as they go up the stairs into the bomb bay .

Chris and Mitch enter . Three technicians are inside the plane running last minute checks on the laser , which sits in the middle of the cabin . Chris crosses to the technician who is in the middle of the cabin . He watches him making mental notes as he checks the program . The technician turns , sensing his presence .Mitch , meanwhile , checks out the laser optics . After a beat , one of the technicians signals for the others to complete their jobs and exit . They start to file out . One of them turns and looks at Chris , who is just standing there .The technician shakes his head uncertainly and exits with the others . Finally , Mitch and Chris are alone . Chris opens the BRIEFCASE . It contains a cellular phone , a modem and an EEPROM Processor .

The computer receives a signal . Hopsfield turns to Jordan and Ick .

Mitch opens up the computer and clips a couple of power lines and pulls out four computer chips and hands them to Chris , who plugs them into the processor . Chris picks up the phone .

Hopsfield 's computer screen fills with machine code of ones and zeros . He begins searching through many screens of code .

Chris and Mitch freeze as a mechanic walks by the open bomb bay door .

Technicians are checking monitors and a radar scope at a control panel . Atherton is in the rear of the room briefing a group of civilians and military brass . Amongst them is Decker . Atherton points to a drawing on a large chart .for five point two seconds . Carmichael enters .They all follow Atherton and Decker to the exit at the rear of the room .

Hopsfield is scanning the screens .Hopsfield enters the data into his computer .

Atherton and his group come around the corner of a building and head for the plane.

As they enter , there is no sign of Chris and Mitch . Atherton checks out the laser and the computer . The others examine various gauges and switches and the flight deck .

As the group exits the plane , Chris and Mitch drop out of the forward landing gear well in the background .

A glimpse of Chris and Mitch as they disappear around the corner of the building.

Kent looks the worse for wear as he sits surrounded by psychology books dealing with schizophrenia .

Atherton and company watch the bank of monitors as the flight controller clears the bomber for take off .

Some monitors show the bomber climbing while others show the desert target area . It is a mock up of a Presidential motorcade . The open cars are filled with test dummies , and are linked together and are being towed slowly across the desert by a tractor .

Crossbow One, radar contact. Climb and maintain flight level six five oh.

The van pulls up and parks across the street . Chris and Mitch get out . Just then , a Volvo pulls up and Jordan , Ick and Dr. Meredith get out . Dr. Meredith is wearing a bathrobe , pajamas and slippers .

A technician hits a switch and a monitor pops on . Crosshairs dominate the center of the screen . The desert floor rushes by . Atherton turns to a specialist standing by .The specialist takes his place inside the command module .

The doors open to reveal clouds rushing past and the ground far below .

Looking past Meredith , Chris sees Kent approaching . ANGLE ON KENT as he arrives at the house and stars up at it . He glances at his watch and waits impatiently .

Inside the firing module , the specialist pulls down the target sighting device and puts his hands on the joysticks .

The large mirror lowers into its firing position and the laser powers up .

The group watch Kent , who is nervously pacing back and forth , talking to himself .Chris shoots him a censoring look .

This countdown continues . Monitors display the target sight , the pilot 's sighting screen of the ground and a camera 's view of the bomber .

Yes, we indicate a shot. We've got another problem, though. It's not shutting down.

The laser mirror and sighting lens move in unison as they line up on target .

CLOSER ANGLE ON KENTHe reaches for the front door .ANGLE ON CHRIS AND MITCH

Everyone is riveted to the sighting monitor .As the countdown continues .

The computer comes to life and electronically unlocks the laser optics from the sighting camera . The mirror turns to the left .

The aerial view of the motorcade remains centered on the sighting monitor .

Kent opens the front door and enters .He closes the door .The room is dark , lit only by morning light coming through a large stained glass window at the top of the stairs . In the middle of the room is what looks like a large above - ground swimming pool , covered in aluminum foil . Kent is amazed .

Chris and Mitch , who are running toward the house , are stopped in their tracks by the incredible sight of the red laser beam shooting down out of the heavens , striking the grass , tracking across the lawn then up the wall of Atherton 's house .

The beam strikes the window and for one tiny moment causes the most incredible light show anyone has ever seen .The window is obliterated by the laser light , which crashes down directly onto the aluminum foil - covered pool .The foil is heated instantly in the laser light and there is the SOUND of tiny explosions , building to a roar . In a second , the foil rises violently and tears open . Kent picks up a piece of debris and examines it .In the next instant , he is engulfed in popcorn .

The beam disappears as suddenly as it came . Everyone stands in awe . A few kernels fly out of the broken window , then a storm .

Kent and furniture are being forced up the stairs by a rising tide of popping popcorn . He struggles against it , loses , and sinks into the mound like a dinosaur in quicksand .

The windows are filling up with popcorn . Finally , they crack and break as popcorn forces its way out of the house wherever it can .Chris and Mitch head for the front door . Suddenly , it bursts open and Kent is carried out by a moving wall of popcorn .

The computer is still working . The laser optics and equipment begin to melt . It 's been wired to self - destruct .

The devastated group watches the laser self destruct on the monitor .He takes over the command module sighting systemWe watch as the monitor 's view swings away and across a residential neighborhood , coming to rest on a bird 's eye view of his own house .The monitor view moves in to reveal what looks like a growing mushroom .

The group looks on as the mountain of popcorn continues to engulf the house . Meredith goes to see if Kent is all right .As they continue to watch the destruction of the house , and various neighbors come out to see what 's what , a Winnebago pulls up and stops . Hopsfield gets out .Mitch suddenly sees Sherry standing at the Winnebago door .They climb into the Winnebago and it pulls away . The others watch it go .In the background , the popcorn has split the walls of the house and finally lifts the roof off like the top of a pot . The whole house tilts to its side and the popping stops . As we PULL BACK , Atherton 's car pulls up and he gets out , dumbstruck . Dr. Meredith walks over to him and confronts him . Kent joins Chris and the others who watch . THE END .

An expensive bathroom suite . Excess of marble and gold taps . Into the bath , a hand is scattering rupee notes . Hundreds and hundreds of notes , worth hundreds of thousands of rupees . The sound of a fist thumping on the bathroom door , furious shouting from the other side .

Why do you always watch that shit? Huh? I'm already a millionaire.

. yeah. He's on eighty - five. I want four lakh on him making a century. What are you giving? Okay, make it five lakh.

And what is this shit supposed to be, mader chod? Get out. Get out!

Darkness . Then , glimpses of faces . In the half - light , shadowy figures move with purpose . An implacable voice announces .Silence . A hand shakes a shoulder a little too roughly .

Please give a warm welcome to our first contestant of the night - a local from our very own Mumbai!

Aha! So, you're the man who rings me up every single day of my life with Special Offers, huh?

So, ladies and gentlemen, Jamal Malik from Mumbai, let's play Who Wants To Be A Millionaire!

We are lucky to have a man of your obvious experience on the case. This kid might run rings around us filmi types, but he wo n't make fools out of the Mumbai Police Force, I can see that.

Which is what will happen if we do n't get a result, Gentlemen. He goes back on the show to rob us all with the whole of India watching. But. I can rely on you.

He's a cunning one. A convincing liar. Do n't be taken in, Inspector, do n't be taken in.

So, are you ready for your first question for one thousand rupees?

Not bad money to sit in a chair and answer a question. Better than making the tea, no?

Remember, you have three lifelines if you're not sure of your answer - Ask the Audience, 50/50 and Phone a Friend. So, the question :

You chose A - Amitabh Bacchan. Guess what? You just won one thousand rupees!

For four thousand rupees. the national emblem of India is a picture of three lions. What is written underneath? Is it.

A. -RRB- The truth alone triumphs. B. -RRB- Lies alone triumph. C. -RRB- Fashion alone triumphs. D. -RRB- Money alone triumphs.

What do we think, Jamal? The most famous phrase in our country's history. Maybe you want to phone a friend?

Or Ask the Audience? I have a hunch they might just know the answer. What do we think?

Well, you're the contestant, Jamal. Put the poor man out of his misery, Ladies and Gentlemen. Press your key - pad now.

The audience has chosen. And, whaddya know? Ninety - nine percent of them think the answer is A. -RRB-. The truth alone triumphs. What do we think, Jamal? A hundred percent would have made me a little more reassured, maybe.

Well, do n't despair, there's someone out there who thinks our national motto is `` Fashion alone triumphs''. You two could be very well matched.

One more question before the commercial break. What will our Call Centre Assistant do next?

Religion! Interesting. For sixteen thousand rupees, in depictions of the God Ram, he is famously holding what in his right hand? Is it A. -RRB- a flower. B. -RRB- a scimitar. C. -RRB- a child or D. -RRB- a bow and arrow?

Jamal Malik, you answered D? Ram is depicted with a bow and arrow in his hand. And guess what? You've just won sixteen thousand rupees! Well done, my friend. Time for a commercial break - do n't go away, now.

Got lucky, huh? I'd take the money. You'll never get the next one.

Hmm? Sure. Know where I live now, kid? Pali Hill. Twelve bedrooms, a/c in every room, two kitchens, a gym and a screening room. Steel balls is what it takes, my friend, steel balls.

We're having fun here. They love it. Where the hell do you get them from?

Stop wetting your pants. I'll be a good little boy with the next one. Promise.

Okay, Juhu boy, you've had a good run. Take your Mother to Khandala and eat some chiki.

Welcome back to Who Wants to be a Millionaire! Our contestant, Jamal Malik, Call Centre Assistant - from Mumbai, is on sixteen thousand rupees and has already used one lifeline : Ask the Audience. So, my friend : are you ready for the next question?

For sixty - four thousand rupees. The British architect Frederick Stevens designed which famous building in India? Is it : A. -RRB- The Taj Mahal. B. -RRB- Chhatrapati Shivaji Terminus. C. -RRB- India Gate. D. -RRB- Howrah Bridge. What do you think, Jamal? Are you one of those tea - boys with a penchant for architecture?

So, what's it to be? Walk away and this cheque for sixteen thousand rupees is yours. Look, it's even got your name on it.

For sixty - four thousand rupees, Ladies and Gentlemen, the question once again.

Now we're into the serious money. For two hundred and fifty thousand rupees, ladies and gentlemen, a quarter of a million rupees. the song Chalo Ri Murali was written by which famous Indian poet. Was it A. -RRB- Surdas. B. -RRB- Tulsidas. C. -RRB- Mira Bai. D. -RRB- Kabir. Remember you still have two lifelines - fifty - fifty and Phone A Friend. Tempted to use one?

The question was, for two hundred and fifty thousand rupees : who wrote the famous song Chalo Ri Murali. I should warn you, Jamal : from this question on, if you get the answer wrong you lose everything. So. Are you sure? The life - lines are there.

For a straight one million rupees, Ladies and Gentlemen. On an American One Hundred Dollar Bill there is a portrait of which American statesman? Is it A. -RRB-, George Washington, B. -RRB- Franklin Roosevelt, C. -RRB- Benjamin Franklin, D. -RRB- Abraham Lincoln?

Pay or play, Jamal? All you have to do is stop now and you walk away with a cool quarter of a million rupees. Decide to play, get the answer wrong and you walk away with absolutely nothing. But, get the answer right and you win a million rupees. So. You decide. Pay or play?

Now I know why my cell phone bill is so high. they pay the chi - wallah in hundred dollar bills!

Woah! We have n't locked the computer, man. You're going to play?

There's a million rupees at stake and he's never heard of Roosevelt Franklin. I ca n't bear to look.

No, no. Do n't you worry, Jamal. You were asked which statesman is depicted on a hundred dollar bill. You said C. Benjamin Franklin. Ladies and Gentlemen.

Jamal Malik - you chose to play not pay. I'm afraid you no longer have two hundred and fifty thousand rupees.

For two and a half million rupees. Ladies and Gentlemen. Cambridge Circus is in which UK City. Is it A. -RRB- Oxford, B. -RRB- Leeds, C. -RRB- Cambridge, D. -RRB- London.

if you want a chance to be a contestant on Who Wants To Be A Millionaire, dial the number now.

That's the logic that's got him this far, Ladies and Gentlemen. Who are we to argue? So. Jamal. D. Apka final jawab?

It's been a rollercoaster ride all the way, a pleasure to have you on the show, my friend, but I'm sorry to say that you're. incredibly, absolutely right!

Ladies and Gentlemen, Jamal Malik, the man with two and a half million rupees!

A few hours ago, you were fetching tea for the phone - wallahs. Now you are richer than they ever will ever be. What a player, Ladies and Gentleman! What a player.

For five million rupees, my friend : who invented the revolver? Was it A. -RRB- Samuel Colt, B. -RRB- Bruce Browning, C Dan Wesson or D. -RRB- James Revolver?

Ladies and Gentlemen, the chi - wallah has done it again! D. Is right! Incredible!

What? Am I nervous? You're the one who's in the hot seat, my friend.

None. Oh, dear, oh dear, oh dear. Not to worry, there's only ten million rupees at stake. Which cricketer has scored the most first class centuries in history. Was it A. -RRB- Sachin Tendulkar, B. -RRB- Ricky Ponting, C. -RRB- Michael Slater, D. -RRB- Jack Hobbs.

You've got a cheque for five million rupees in your hands. You've still got two life - lines, Phone A Friend and 50/50. For ten million rupees : pay, play, or bail out. It's still an option. Remember, if you get the answer wrong, you will lose everything like that.

Time for a commercial break, Ladies and Gentlemen. I know, I know, I ca n't stand the tension either. Do n't even think about leaving your seat. We'll be back.

A guy from the slums becomes a millionaire overnight. You know the only other person who's done that? Me. I know what it's like. I know what you've been through.

What? You ca n't take the money and run now. You're on the edge of history, kid!

Maybe it is written, my friend. You're going to win this. Trust me, you're going to win.

Do the right thing and in approximately three minutes you will be as famous as me.

Welcome back to Who Wants to Be A Millionaire? In the chair tonight is Jamal Malik - as if we do n't know! In an amazing run, Jamal has already five million rupees but, not content with that, has chosen to gamble for one Crore - that's ten million million rupees. What a player! The question one more time : Which cricketer has scored the most first class centuries in history. Was it A. -RRB- Sachin Tendulkar, B. -RRB- Ricky Ponting, C. -RRB- Michael Slater, D. -RRB- Jack Hobbs.

That's a start. So, it could be Ricky Ponting, Jack Hobbs or Michael Slater.

Well, you were right about Sachin Tendulkar. The computer has taken away A. -RRB- Sachin Tendulkar and C. -RRB- Michael Slater. That leaves you a fifty - fifty choice, Jamal. B. -RRB- Ricky Ponting or D. -RRB- Jack Hobbs. What do you think? Decision time. For half a million rupees. Your answer : B. -RRB- Ricky Ponting or D. -RRB- Jack Hobbs.

You sure? Not B. -RRB- Ricky Ponting? The Australian? Great cricketer.

With one hundred and ninety - seven first class centuries, the answer is. D. Jack Hobbs!

I can not believe what I am seeing here, tonight, Ladies and Gentlemen. So, are you ready for the final question for two Crore rupees - twenty million rupees?

Maybe, indeed. Okay, okay. For twenty million rupees, the final question on Who Wants to be a Millionaire?

Ohhhhh! Just when I thought I would need a pacemaker fitted, we're out of time! What a show, Ladies and Gentlemen, what a show. Join us tomorrow night to see if Jamal Malik has made the biggest mistake of his life or has just won the biggest prize in the history of Indian television. Same place, same time. You would n't dare miss it. Goodnight!

if you want a chance to play Who Wants to be a Millionaire, call now!

This way, Jamal, this way. Great show, my friend. See you tomorrow, huh?

Oh, come on! Of course he is. He's a bloody village boy. Even when I fed him the wrong answer the little shit got it right.

Welcome back to Who Wants to be a Millionaire? I can safely say that tonight is the biggest night of both of our lives, Ladies and Gentlemen. Jamal Malik, the Call Centre worker from Mumbai has already won one Crore rupees, a cool ten million. Tonight, he can walk away with that in his pocket or make the biggest gamble in television history and go for the final question and a staggering twenty million rupees! Jamal, are you ready for that question?

Lucky! In Alexandre Dumas' book, The Three Musketeers, two of the musketeers are called Athos and Porthos. What was the name of the third musketeer. Was it A. -RRB- Aramis, B. -RRB- Cardinal Richelieu, C. -RRB- D'Artagnan, D. -RRB- Planchet.

The final question, for twenty million rupees : and he's smiling. I guess you know the answer.

You just said you do n't know the answer. I heard that, right? You do understand that if you get the answer wrong, you lose everything? Ten million rupees. A fortune, Jamal.

We're going to the wire, Ladies and Gentlemen, we are going to the wire. The final Life - line. Here we go.

- the sort of brother who'd go for a walk on the twenty million rupee question?

Wow! That's cutting it fine. I'm guessing this is n't your brother. This is -

Okay! So, Latika, you want to hear the question one more time? And let's be clear about this. Twenty million rupees ride on your answer. You have thirty seconds. Jamal, please read out the question to Latika.

You really are on your own, now, Jamal. Your answer : for twenty million rupees.

Computer - ji A lock kiya - jaye. Jamal Malik, Call Centre Assistant from Mumbai, for two Crore, twenty million rupees, you were asked who the Third Musketeer was in the novel by Alexandre Dumas. You used your final life - line to phone a friend. You answered A. Aramis. which is. I have to tell you. the correct answer!

Ladies and Gentlemen, Jamal Malik, Crorepati! What a night! We have all been present at the making of history, Ladies and Gentlemen! Jamal Malik, millionaire!

Amitabh, Amitabh, oh Amitabh! I have your autograph, oh, holy Amitabh!

Wrong. Fifteen since Divali. Who stole Constable Varma's bicycle outside Dadar Station last Thursday?

I wake up every morning wishing I did n't know the answer to that question? If it was n't for Ram and Allah, I would still have a Mother.

Four, nine, zero, nine - the one with the stick going down, Salim - six - stick going up -

weddings, government things, big parties. If Maman says my voice is ready. Big money.

That's what Arvind said. On Harbour Road. You, me and Salim. The three musketeers.

They had other plans. Though it took me a long, long time to find out.

We criss - crossed the country from Rajasthan to Calcutta. Every time we were thrown off we got back on again. This was our home for years. A home with wheels and a whistle.

The Taj Mahal was built by the Emperor Khurram for his wife Mumtaz who was maximum beautiful woman in the whole world. When she died, the Emperor decided to build this five star hotel for everyone who wanted to visit her tomb. but he died in - in fifteen eighty - seven, before any of the rooms were built. Or the lifts. The swimming pool, however, as you can see was completed on schedule in top class fashion.

With respect, Madam, the guide book is written by a bunch of lazy, good - for - nothing, Indian beggars.

Exactly, Sir. She was on the way to the hospital when it happened.

Top - class fashion, bottom - class prices! Shoes for all! Shoes for all!

This is the biggest dhobi ghat in the whole of India, Mister David. They say that every man in Uttar Pradesh is wearing a kurta that has been washed here at least one time.

I do n't know! I did n't do it, did I? Nothing to do with me. get off!

The orphanage had gone, the slum had gone, the people. all gone. And everywhere was building, building, building.

Room service, good afternoon? Yes, sir. Two chicken burgers, two fries, one cocoa - cola and one mango lassi and a large bottle of mineral water. Bisleri or Himalayan Spring, Sir? Certainly, Sir. That will be with you in fifteen minutes, Sir. Thank you. Have a nice day.

A man - it does n't say his name. He is sort of bald, but has long hair on the sides.

We want a room, boy. Executive Class with smoking. Third floor with balcony.

307 here. I want a bottle of Johnny Walker Red Label, beer, wine -

Oh. Well. She did come back, then she went away when Alfie split up with her and now she's back again. But it looks as if Alfie still fancies Mo after all, so -

You have to dial when Prem says `` if''. `` If you want the chance to be a contestant on Who Wants To Be A Millionaire.'' That's when they open the lines.

- just down the road from your house, Mrs Mackintosh. Next to the loch.

Indeed yes, Mrs Mackintosh. I have to wade through a metre of water every morning.

It's alright once I've had my porridge, my haggis and a few Scotch whiskies - and the monsoon's nearly over, so -

I do n't think that's a good idea. He is a very important man, Mrs Mackintosh -

I am calling from XL 5 Communications Sir. As a valued customer, we are offering you a free upgrade with our ` friends and -

Well, Oxford has Broad Street, Saint Aldates, Turl Street, Queen Street, The High and Magdalene Bridge - which is pronounced Maudlin, so -

Oh, I have n't. And it's not Leeds, because that's Elland Road, Kirkgate Market, Commercial Street, St Peter's -

Too obvious. There's definitely an Oxford Circus in London, and there's a rowing race between Oxford and Cambridge so there's probably a Cambridge Circus too. I'll go for D. -RRB- London.

Slum dogs never sleep, only nap. He would disappear for a couple of days and come back changed. Sometimes elated -

Baba, I am the new cook from the agency. A thousand apologies, I am late for the Memsaab.

It wo n't buy you a new dishwasher, but it might make you happy.

In Alexandre Dumas' book, The Three Musketeers, two of the musketeers are called Athos and Porthos. What was the name of the third musketeer. Was it A. -RRB- Aramis, B. -RRB- Cardinal Richelieu, C. -RRB- D'Artagnan, D. -RRB- Planchet.

The thumping at the door continues . The sound of mumbled Indian prayer . Dull gleam of a pistol . A hand cracks the chamber open . Loads a single bullet into the chamber , snaps the chamber shut .Suddenly , the door splinters as it is smashed through . A burst of gun - fire and white light as suddenly .

we are back in the studio , the gun - fire morphing into rapturous applause .A wall of light and noise as the two walk on stage . Cheering , music , banks of searing studio lights . On stage , Jamal , an eighteen year - old Indian boy - man stares , petrified . He would surely turn and run but for the iron grip on his shoulder of the smiling host , Prem Kumar .More applause .Under cover of the wild applause , Prem ushers Jamal towards the guest 's chair , leaning in and hissing .The lights seem to bore into him but Jamal manages a tentative smile . Out of nowhere , a hand slaps him ferociously across the face . Then again and again . Blood trickles from his mouth .

The studio lights have seamlessly transformed into the harsh bulb of an interrogation light . Jamal is strung from the ceiling by his arms .Constable Srinivas 's hand pulls back Jamal 's head by the hair , forcing him to stare directly into the lights .And seamlessly we are back .

A statue of Frederick Stevens, architect and builder of Victoria Terminus in -

Shooting at Pila Street, October 19th. Maman Hossani. Victim pronounced dead at scene. Suspects absconded : two males, early teens, one female, early teen.

on the set of Who Wants to be a Millionaire . Prem leans back in his chair , a man at home in his surroundings . Jamal sits opposite , frozen .Close on Jamal 's face . Without warning , it is shoved under water .

We look up from the bottom of the bucket at the screaming face of a drowning man . His head shakes desperately , pointlessly . Then Jamal 's face is dragged up again , roaring for breath . Close on his eyes .

A raised eye - brow at the audience . Amusement ruffles through them .Laughter in the audience .

Jamal 's body dangles motionless from the ceiling . His head is bowed and he is moaning to himself . The ceiling fan thumps round slowly . In the corner , Constable Srinivas mops his brow and lights a cigarette . Hot work . The door opens and the Inspector of Police walks in . A rumpled man in his late forties who has seen pretty much everything . He eyes Jamal , surprised .Srinivas shrugs .Constable Srinivas brings a box and a tangle of wires out of a cupboard and proceeds to put crocodile clips on Jamal 's fingers . The Inspector stares , deep in thought . Sweat trickles down his face . He wipes it away with a handkerchief , seems to be talking to himself .Turns on Jamal .Jamal just stares .The Inspector nods absently to Constable Srinivas who turns a handle . Jamal 's body pulsates and jerks . He screams . His body goes limp again . The Inspector goes over to Jamal .Constable Srinivas had n't thought of that . Grabs Jamal 's arms and starts squeezing them all over until the Inspector has had enough .Jamal does n't answer . The Inspector sighs and sits down . Looks at his watch , nods at Constable Srinivas again . Jamal 's body jerks with electric current . When the shudders and screams have subsided , the Inspector goes over to Jamal 's collapsed form . Clicks his fingers in front of Jamal 's face to check for a response .An excited Young Police Constable sticks his head around the door .Constable Srinivas goes over to Jamal and starts to undo the crocodile clips .Jamal lifts his head .He lifts his head , spits blood out of his mouth and says again , straight into the Inspector 's face .Titles . Slum Dog Millionaire .

You've been here all bloody night, Srinivas. What have you been doing?

Every night I get home, `` why ca n't we have a/c like Bajan Chacha? Why do n't you care about your poor family, dying in this heat.'' Twenty - four years a policeman and I ca n't afford bloody a/c.

But you. You've got ten million rupees ek dum guaranteed, yaar? And who knows how much further? Fancy the twenty million, do you?

So. Were you wired up? A mobile or a pager, correct? Some little hidden gadget? No? A coughing accomplice in the audience? Microchip under the skin, huh?

Srinivas! Look, it's hot, my wife is giving me hell, I've got a desk full of murderers, rapists, extortionists, assorted bum - bandits. and you. Why do n't you save us both a lot of time? Hmm?

He's unconscious, chutiya. What good is that? How many times have I told you -?

Aré wa, Srinivas, we'll have Amnesty International in here next, peeing their pants about human rights. Get him down, tidy him up, for God's sake.

Have you gone soft, Srinivas? Professors, lawyers, doctors, General Knowledge Wallahs never get beyond sixteen thousand rupees. And he's on ten million? What the hell can a slum dog possibly know?

So, Jamal. My five - year - old daughter knows the answer to that, but you do n't. Strange for a millionaire genius. What happened? Your accomplice nip out for a piss, did he? Or did he just not cough loud enough?

I'll give you five hundred rupees if you just admit it. You go home, I go home. Everybody happy.

No, you want to go back on the programme and win twenty million rupees, do n't you?

That's the chutiyé out the way. Now, man to man. How did you know all the answers?

You puzzle me, Slumdog. Admitting murder to avoid a charge of fraud is not exactly clever thinking. Now, why would you do that?

Not that incredible. You'd just murdered somebody with a Colt 45, after all.

But you : you're not a liar, Mister Malik, that is for sure. You are too truthful.

Thank you, Constable. All that remains is to work out whether it was manslaughter or murder. Ten years, or life.

Well, well. The slum dog barks. Money or women. The reason for most mistakes in life. Looks like you got mixed up with both. Srinivas, you need the exercise : a trip to VT Station to check on the statue. And lock your bloody bike up.

Bright sunlight filtered through the ever - present Mumbai dust . A group of children are playing cricket on a tarmac cricket ground . They are bare - foot , dressed in little more than rags , wiry - skinny and fast on their feet . Salim , a nine - year old , polishes the ball on his almost non - existent shorts , comes in with surprising speed and bowls . The batsman hooks it high in the air . The bowler screams at a boy in the outfield .The seven - year old Jamal stares up at the ball , jinks around trying to get into position . He pays no heed to the rest of the children who are scattering fast to the edges of the tarmac . The ball seems suspended in the blue sky . Shouts from the other children seem very far away . He does n't notice that they are screaming for him to get out of the way . Jamal adjusts his feet for the perfect catch . Then out of nowhere , a light aircraft almost takes his head off as it comes in to land on the tarmac runway . Jamal is knocked to his feet by the down - draft of the plane . The ball bounces away . Also flattened , Salim gets to his feet .Then Salim 's face turns to one of alarm .

He'll kill us if we go back. Jamal! He was going to take your eyes out - with a bloody spoon!

Aré, sala! Formula One, Formula One! Pit - stop ka speed, Schumacher ka ishtyle

A musketeer. Grow up, Jamal. Look, how was I to know they'd beat you up. Here, you can have some of the cash. Come on.

For God's sake. You got some disease? You force me back to this shit - hole, we leave our friends, a good life, loads of money - for this. Is n't that enough?

No, you did, Jamal, not me. Me, I do n't give a shit about her. Plenty of pussy in Bombay for Salim. Oh, yes, sir! You should come down the Cages on Saturday night instead of searching for your lost love.

`` I'm going to Chowpatti''. There are nineteen million people in this city, Jamal. Forget her. She's history.

Bought it. Now, I'm going to have to throw this beauty in the sea.

What? Typical. I save your life and you're on at me. All you ever do is mess us up. Whenever you're around -

Now go. Or Gunmaster G - 9 will shoot you right between the eyes. Boom. Do n't think he wo n't. You have five seconds. One, two, three, four -

Jamal? Is that you? Brother? Where are you, man? I thought you were dead or something. we had to go, Jamal. Maman's guys. They were searching the hotel. Jamal, say something. Please.

Can you believe it? This was our slum. We lived just there, huh? Now it is business, apartments, call centres. Fuck USA, fuck China. India is at the centre of the world, now, bhai. And I am at the centre of the centre, Jamal. This is all Javed - bhai's.

You think I am going to let you out of my sight again, little brother? You stay with me now. Ab phut!

Why ca n't you let it alone? You want money, I'll give you money. Girls? I can get you girls.

Know what your destiny is, crazy boy? A bullet between the eyes. And after that, he'll kill her. Is that what you want? Huh?

She's doing alright. Get it into your thick head, Jamal. She's not yours and she never will be.

Where you'll never find her. Or me. You could have joined us, you bloody idiot, been one of us. You've lost everything now. Everything.

At the back of a pack of children , carrying a piece of wood crudely fashioned into a sword , Jamal is running for his life , pursued by an ancient but surprisingly nimble Security Guard from the airport who is screaming abuse and wielding a long stick . The kids dash across a rubbish dump and disappear down dozens of tiny lanes that run in between the shacks of the slum .Jamal and Salim - also with a wooden sword - break off , head down a separate lane . The Guard pursues them .

Private - ka land! Private - ka land! The planes wo n't kill you, mader chod, I will!

The lanes in between the corrugated iron shacks are three feet wide , with an open drain running down the middle . Many of the precarious upper floors of the shacks have been built right over the paths , turning them into black tunnels . Tunnels shot through with slivers of light . If you did n't live here , you would be lost and frightened in minutes . But these children are natives and with the practice of many years , Jamal and Salim zig - zag down the warren of lanes . They dodge past people cooking in the doorways , sleeping , washing clothes or in the case of Vinod , a naked four year - old , pissing into the drain . Salim shouts a warning .Without breaking step , they both jump expertly over the stream of piss . Not so the Security Guard who gets it all over his trousers , but does n't stop the pursuit . The two children charge past a shack filled to the roof with chickens in cages who all start squawking . They break out into the sunlight of the ` main road ' of the slum lined with shops . It is packed : with people , stalls , bicycles and cows . All modern India is here , drinking tea , shouting at each other , selling food , playing carom , video games . Leaving a trail of shouting and wreckage behind them , the pair approach a brand new Mercedes almost blocking the lane . Beside it stands Javed , an impressive man in a beautiful suit and his two Minders . Jamal and Salim skid to a stop , put their hands together in respectful greeting and edge ever so carefully past the immaculate paintwork of the car . Still in pursuit , the Security Guard also slides carefully past the car with deprecating bows and smiles . On past the chi stall where a crowd has gathered to watch a hindi film blaring from the tv rigged up overhead . The irate Security Guard gets tangled up in a bicycle . Jamal and Salim stop to give him a taunting , hip - gyrating parody of the dance on the tv before scooting down another tunnel . They break out into sunlight again .Jamal skids to a halt , bumping into Salim who is already frozen .The Security Guard arrives and he too skids to a halt at the sight of Jamal 's mother .The Guard puts his hands together in grudging respect as Jamal 's Mother lifts each skinny kid off the floor by their t - shirt and marches them down the road .

The two renegades are dumped by Jamal 's Mother into their desks as Mister Nandha hands out ancient school books .He crashes the heavy book down on his head . Salim opens the book . Jamal glances over and turns the book the right way round for Salim .Mister Nandha hovers over Jamal 's head . He winces in anticipation .The book comes down like thunder . Jamal blinks from the impact and suddenly we are back .

So, the musketeers return. We are honoured. Salim. Or Porthos, is n't it?

We have destroyed your mosque. Now, the followers of Ram will drive you dogs out of our city.

in the Inspector 's office . Jamal watches Srinivas fiddling with the video recorder , trying to get a picture . Through the pebbled glass , Jamal sees shapes moving along the corridor .

The Commissioner of Police is fawning along beside Prem as they walk . The Young Constable hurries behind .Out of his jacket pocket comes a couple of tickets .He turns to the Young Constable .The Inspector joins them in the corridor .The Inspector moves his head . Maybe yes , maybe no .The Commissioner is just able to contain his apoplexy .Prem holds up a tolerant hand to the Commissioner who falls silent . Turns his laser - like charm onto the Inspector .Forced laughter from the Commissioner .More laughter . And fear .Prem walks away down the corridor . Stops and turns , apparently casual .Walks off . The Inspector stares after him . Goes back into his office .

- yes, yes! The boy's a bloody hero with every beggar and thief in the city. We're in danger of looking very stupid, here, Inspector.

- Prem Kumar himself - a man of great standing and integrity - said the kid was a liar and a cheat. What more do you need?

Srinivas has finally got the recorder to work . We get snatches of filmi dancing - heroines singing on mountainsides surrounded by implausible numbers of flags - cricket and finally after some shouting by the Inspector , Who Wants to Be A Millionaire ?We close in on the tv screen where Prem is smiling his crocodile smile and find ourselves .

as Prem asks the first question .Laughter from the audience . Jamal looks confused . Prem waves it away , switches on his serious face .The lights go down , the portentous music rolls .Close on Jamal 's eyes .

A tiny shack . A garland of dirty plastic flowers surrounds a torn flyer for one of Amitabh Bacchan 's films .

Salim is sitting on a chair at the end of a rickety wooden pier , though it is not water , but a sea of rubbish and sewage that lies below them . There are dozens of these piers protruding from the slum onto airport land , each with a toilet shack perched right at the end . Another man hurries up the pier and hands Salim a coin .Turns to the toilet door .He flashes another placatory smile at Prakash .A disturbing combination of heaving and snake - charmer noises come from the toilet shack . Finally Prakash can stand it no longer .He snatches the coin back from Salim and hurries off . Salim bangs on the toilet door .Salim stops . In the distance , there is the faint sound of shouting , a crowd coming closer . Then the crowd bursts through the outer shacks of the slum , pour onto the rubbish dump and make for the airfield .

Jamal peers through one of the many cracks in the shack . He sees crowds surging around the pier , charging towards a landing helicopter . Salim shoves the chair under the door handle - effectively locking it - and runs down the pier to join the chase . Jamal pulls up his shorts .Rattles the locked door . Pulls a torn flyer from his pocket advertising an Amitabh movie .He looks down the toilet hole at the sewage beneath him , the landing helicopter , the disappearing crowd . A final rattle of the door . There is only one way out . He jumps down the hole , sprawling headlong into a year 's worth of human waste , managing to keep the flyer out the mire . He runs for the helicopter .Salim is at the back of the crowd , trying to force a way through , but the adults shove him back . Not so for Jamal . The down - draft from the helicopter flicks bits of sewage from his clothes . Disgusted fans curse him and get out of his way . Suddenly , the red sea parts and there is nobody between Jamal and Amitabh Bacchan getting out of the helicopter .Jamal holds out his flyer . Used to signing autographs , the movie star barely looks at Jamal . He takes the flyer and scribbles his autograph on it .He hands the flyer back to Jamal as his bodyguards surround him and hustle him into a car . Jamal chases the flyer across the tarmac , grabs it . Kisses it .

From high up , the rickety tin roof - tops of the slum seem to stretch to the horizon . There is a distant shout , a figure waving an arm .Then another shout and another , a chain of voices coming closer . People come out of their doorways with pails and buckets . The shouts come closer until we see a naked figure entirely encased in bubbles dancing and singing in the lane . Jamal is the happiest boy in the slum .Water comes bubbling through a hose and Jamal 's mother hoses down her ecstatic son .

Not far away , Salim wanders to Mister Chi 's stall . He glances around to make sure everybody is glued to the hindi film on Mister Chi 's tv and surreptitiously slips Mister Chi the signed flyer . Mister Chi takes a look and gives Salim a small wad of rupees . He sticks the money in his pocket , slinks away .

A tear - stained Jamal is furiously trying to batter Salim , but Salim 's extra strength and height means that he can keep Jamal at bay with one hand , Jamal 's flailing fists punching thin air .Salim 's laughter only makes Jamal cry harder .

Close on the tv screen in the Inspector 's office . Prem ponders Jamal 's choice . Presses a button on his computer .Applause on screen . The Inspector looks at Jamal . Jamal shrugs .Constable Srinivas twists Jamal 's arm behind his back , evincing a squeal of pain from Jamal .The Inspector stares at Jamal , turns back to the tv where Prem is asking the next question .

Prem shoots a mock puzzled look out to the audience eliciting giggles from them .Laughter from the audience . The studio lights bear down on Jamal . a drop of sweat trickles down his forehead . Prem is loving his discomfort .He gestures expansively at his audience . Oh , they love him .Prem whistles . Raises his eyes at the audience .The lights dim . Portentous music .

The Inspector presses pause . Sighs .Silence . Constable Srinivas kicks Jamal 's chair .Despite himself , the Inspector laughs . Then leans in .Jamal just stares back .

Prem shrugs , makes a show of examining his computer . Suddenly fixes him with his eyes .Audience laughter .

All three, I heard. Nita as well. Back with the wife. She's pregnant again.

Prem? Tone it down, for goodness sake. You're making him a laughing stock.

Okay, he has n't got a clue. This is going to be a walk - away. Stand by.

Music , lights , applause .The lights dim . Prem presses his computer .

Right next to the railway lines is a pond of dirty water surrounded by shacks in which dozens of women are washing clothes . Trains flash past only feet away from them . Down the other end of the pond , nine - year old Jamal and Salim are splashing noisily with some other children . Jamal 's mother pauses in her scrubbing , wipes sweat from her forehead and gazes up at the leaden sky .The woman next to her nods .Jamal is trying to intercept the ball that Salim and Krishna are throwing to each other . He 's not having much success . The ball flies overhead again from Salim to Krishna . Jamal dives for it , misses and goes underwater . When he comes up for air , he shakes his head , clearing his ears of water . Then he stops , listens . Shakes his head again . Definitely something strange . Thunder ? Salim and Krishna are trading catches , unaware that anything has changed . But Jamal 's mother has heard it too . The faintest sound of shouting , roaring . The wave of noise is still faint but getting louder . A frozen moment broken by :Everybody stares at her . A train speeds through as she continues to shout , her words lost beneath the thundering train .The train goes through , the last carriage flying past suddenly opening up the sight of a wall of rioting men wielding clubs , scythes , metal bars . They come screaming across the railway tracks .Salim holds out his hand to Krishna who is wading with difficulty through the water .The rioters leap the tracks and are upon them .Salim and Jamal scramble out and retreat into the lanes . Salim turns to see his Mother felled by a rioter . She is surrounded by screaming , chanting men who rain blows down on her . Jamal runs back and drags Salim down an alley . As they head down the alley , they get glimpses of burning houses , fleeing women , a three - year old boy in a doorway , painted entirely in garish blue . He stares at them . In his hand , he is carrying a bow and arrow . An eleven - year old girl dressed only in a pair of pants runs after them . She has two bleeding red gashes on her back . They turn a corner and head towards some vans full of police . Jamal sees Mister Nandha , the school teacher , stops .Then Mister Nandha starts walking towards him . An oasis of calm in the chaos . Jamal looks at him with relief .Mister Nandha smiles , walks towards them .From behind his back he produces a knife and runs towards Jamal , screaming .They flee , but Jamal turns , sees the girl , frozen . He chases back a few steps , hauls her arm . The spell broken , and they are off .

It's called Orfeo. Orpheus and Eurydice. Orpheus - that one there - is looking for his lover, Eurydice. She died, but he ca n't live without her.

The pain is so bad that he goes to the underworld - the place we go when we die - to try to get her back.

So where are you from? Abroad, I bet. China or somewhere. What good is -

Loch Ben? Och, no, hen, that's one of the wee ones up in the Highlands. You're all the way up there? But I bet it rains, eh, hen?

- and what monsoon would that be? I'd like to speak to your supervisor, son.

They reach the safety of the police vans . But inside the vans , the police are smoking , laughing , playing cards . Down the street , a man comes whirling out of a doorway , his hair on fire . He falls into the middle of the street and is engulfed by rioters . Unperturbed , the police continue to chat . Salim and Jamal look on , horrified . Then one of the police men turns , looks at them . Is interested . Motions to a colleague . Puts out his cigarette with purpose .Salim and Jamal run . The girl follows .

Salim and Jamal stand on a hill overlooking the city . Black smoke billows from a large area that is clearly the Juhu slum . Standing a little way off is the girl .Silence .Salim shakes his head fiercely , silencing Jamal for a moment . But only a moment .Salim shakes his head .Salim shakes his head again .Salim turns away and sees the girl . Picks up a rock and hurls it at her . She dodges , takes a couple of steps back but makes no real attempt to get away . He finds another rock and hurls this in her direction too .Then a flash of lightning and thunder rumbles across the city . Rain begins to come down .No answer . Jamal sits down . Salim sits down . At a distance , the girl sits down . Rain pours down their faces .

Rain as you 've never seen . A pile of huge water pipes in a sprawling builder 's yard . Jamal is in one pipe , Salim above him in another . They are both soaked , shivering , but have found some plastic sheet to wrap themselves in . Outside , thirty feet away , stands the girl . Staring . Salim hisses angrily at the girl .The girl might not even have heard .Salim huddles down in the pipe . After a while , Jamal follows suit .

A flash of Jamal 's mother being clubbed to the ground . Her scream .

Jamal wakes with a jolt and a scream half - swallowed in his mouth . He shuts his eyes tight , trying to force the image out . His breathing slows and he sees the girl staring at him . Salim , too , is staring into nothing . The rain is still falling . The girl goes back to drawing shapes in the mud with her finger . Jamal climbs out of the pipe . Looks at Salim for permission or refusal , but he just continues to stare . So , Jamal walks across to her . She looks up , wary .Silence .The girl shakes her head slightly . Jamal takes the plastic sheet from around his shoulders . Gives it to her .Jamal goes back to his water pipe , climbs in . Watches her huddled under the sheet . Sighs , motions for her to join him . She darts across , jumps into the water pipe and huddles up next to Jamal .

On the tv. The commercial. Everybody's happy when they have Pop Tarts.

It's the chance to escape, is n't it? Walk into another life. Does n't everyone want that?

I have five star food, five star clothes. I sleep in a bed, not on the street. From where we come from, Jamal, that is happiness.

You turn up here out of nowhere, telling me I'm not happy : how dare you?

Chutiyé. Away where? And live on what? What can you provide? What have you got, Jamal?

Salim? You still believe in Salim? Jamal. I'll be gone soon, anyway. Bombay's got too dangerous for -

Now, get out and tell your no - good agency not to send anybody else until they've learnt to cook. You hear?

Prem stares at him for dramatic effect . Presses his computer .The lights dim , the music swells .Music , applause . Prem switches off his professional smile . Gets up .The Floor Manager comes over and gives his head - phones set to Prem . Prem listens .Prem glances up at the gallery with contempt .He makes no attempt to hide the conversation from Jamal .He chucks the head - phones back at the Floor Manager . Glances in the wings . Sees Nita , the make - up woman . Gets up and goes over .

In the half - light , backstage , Nita dabs his face with powder .Prem is about to object . But instead , he laughs .Scornful but hints of melting .Nita turns away . The Floor Manager comes over .Prem slings himself in a chair .Clicks his fingers at the Floor Manager .Nita shakes her head at the Floor Manager who by now is looking very worried .Prem shrugs and folds his arms . Sees her weaken .He grins , jumps up , blows her a kiss , and stalks back on stage .

No need. I read it in bloody Stardust. Did n't even have the balls to tell me. `` Prem's happiness with another baby on the way''. After everything you said.

He sits back down , says almost to himself .Turns to Jamal .The warm - up man starts the applause .Cheering and music . Prem switches on his charm .Portentous music . The lights dim .

Known to everyone as VT station , this monument to Victorian railway architecture is a dangerous place to be at rush hour . Even before the train has stopped , men are jumping from the open doors , or vaulting out of the windows or from the roof of the train to join the tens of thousands of Mumbaites streaming to and from work . A seventeen - year old Jamal squeezes himself out of a train and shoves through the crowds . He checks the time . The digital numerals flick to five O'clock . Looks around the tide of humanity .

He produces a cheque and waves it at Jamal .Laughter from the audience . Prem is momentarily wrong - footed .More laughter , this time with Jamal , rather than at him . Prem gets up and starts rummaging theatrically through his jacket pockets and trousers .Nobody was expecting this . Least of all Prem who has to rearrange his features into one of surprised delight . He sits down .Prem tears up the cheque with theatrical slowness .

The digital clocks show five fifteen . Shoving the descending river of people out of his way , the eighteen year - old Jamal is forging a path up steps that cross the platforms . He pushes to the middle of the footbridge and leans out on the side railings . He scans the sea of people , desperately . Then he sees her : the eighteen year - old Latika , heart - stoppingly beautiful , over the other side of the station . A world away . She is scanning the crowd , as wired as he is .But though he is screaming her name , his voice is swallowed by the noise around him . Then he sees two thuggish - looking men also fighting a way towards her .Frightened now , he fights his way down the steps , one figure against an army of white - robed people .

The commuters have mostly gone . Jamal is pacing the platform desperately . He stops , stares blankly at the statue in front of him - a proud , rather pompous figure in a Victorian frock coat . The plaque reads : Frederick Stevens .

The Inspector , Srinivas and Jamal are staring at the video recorder .Applause and music . The Inspector presses pause . Stares at Jamal .Jamal smiles sadly .Jamal stares down at his feet .Right in the eyes .Constable Srinivas snorts . Suddenly , Jamal is out of his chair and at Srinivas ' throat . The combined force of the Inspector and Srinivas force him roughly back down . He is again handcuffed to the chair .Constable Srinivas swears under his breath but bumbles out .

The lights dim , the music swells and Prem presses his computer .

Jamal is studying a piece of paper and reading out numbers from it . There is something not quite right about Jamal - perhaps the fact that there are two feet by his ears . Salim is standing on his shoulders and spraying the numbers on a wall with an aerosol and a certain lack of confidence .Latika 's head appears from around the corner .But they do n't hear . Then she is running for her life past the pair of them .Salim collapses off Jamal 's shoulders and all three run off down an alley past a dozen of the gang 's sprayed - on adverts all reading : `` Beanbags - 989 4909661 '' . A fat Security Guard with a long stick huffs round the corner . Chases them up an alley . Nowhere to go except through an imposing gate that clearly leads to a private house .

They charge across the lawn , down one side of the house where all the washing is hanging . The Guard gets caught up in drying sheets , towels . He fights his way through to see Salim , Latika and Jamal leaping over the wall to safety . But Jamal turns , jumps back and grabs a girl 's dress from the line .The Security Guard lands a couple of blows on Jamal 's back as he dodges around him and back across the lawn , dress in hand . The Security Guard gives up .

Jamal is examing the bruises on his legs .Latika slips on the dress . Spins . Both of them look up . Stare . She pulls her hair back , smiles , is transformed into a beautiful girl .

Blazing sun . Diggers and trucks are shifting mounds of rubble on a rubbish dump that seems to stretch for ever . Oblivious to the dust kicked up by the trucks , Latika is picking up old plastic bags , examining each one and putting the less worn in a big sack . The dress is recognisable but dusty and torn . She stoops to dig another bag out of the dirt , but stops and stares . Shimmering in the heat , a rickety pick - up truck comes through the rubbish dump gates . Toots at the Guard who waves , pulls up in the dump . `` Hope Orphanage is written on the side of the van . A man gets out . Looks around .

Under sheets of plastic propped up on sticks , Jamal and Salim are sleeping out the hottest part of the day . Jamal wakes to see a figure standing over him - a silhouette with a halo of sun behind him . Out of his bag , the man produces a bottle of Thumbs Up . He uncaps it with an alluring hiss . It is almost an advert for thirst - quenching affluence . Almost instinctively , Salim and Jamal stir .He hands the bottle to Salim , gets another from his bag and waves it questioningly at Jamal .

The hills on the edge of Bombay . Greenery and space , for the first time in the film . The pick - up truck pulls up outside a building with Jamal , Salim and Latika sitting on a bench in the back . Maman gets out . Drops the gate on the back of the pick - up .

You sing like one, and you fight like one. I think you've found your dog, Punnoose.

Gunfighter Number One, is n't that right, Salim? The money, the women, the cars. you want them bad, huh? And why not?

The time has come to choose, yaar. The life of a slum dog or the life of a man. A real man. A gunfighter, Salim.

Your destiny is in your hands, bhai. You can be me. Or nobody. Understand?

Jamal, hello. You have done well. It's time for you to - turn professional.

Sing me a song, yaar. How about Chalo Ri Murali, huh? My favourite.

Look who we have here, Punnoose. Hello again, Jamal. Salim. Never forget a face. Especially one that I own.

Whatever you like. Have fun. Just make sure that you dispose of them properly afterwards. No traces, thank you.

You really thought you could just walk in and take my prize away? Have you any idea how much this little virgin is worth, bhen chod?

Take it. Go. Disappear with your friend and we'll forget all about this. Okay?

Twenty children are eating at long benches in a ramshackle courtyard . Maman , ushers Jamal , Salim and Latika in and sits them down at one of the benches . He waves a hand and a giant man , Punnoose , comes over with a big bowl of food . The three tear into it . Cleaning every last morsel of rice from his plate , Jamal looks up and notices a table peopled entirely with blind or crippled children . Some of the legless are eating on the floor next to the table . Jamal leans over to Salim .Arvind , a boy smaller than either Jamal or Salim overhears .Arvind shrugs . Latika licks her plate , glances at Maman who is looking right at them .As if telepathic , Maman signals to Punnoose and he brings a large bowl of rice and dhal over to them . Latika looks at Jamal and Salim . They burst out laughing .

Namaste, Sahib. Any kindness you give will be repaid in heaven many times.

Benjamin Franklin. My God, my God. Thank you, Sahib. You were generous the first time. But this.

You got away. I did n't. That is all. No, no tears. Tears mock me all the more.

Then stay away, chutiyé, and count your blessings every morning you open them and see the sun rising. You owe Maman. He does n't forget.

Alive? Oh, she's alive alright. It's your life, Jamal. Pila Street. They call her Cherry, now.

Salim , Latika , Jamal and a group of children are standing in a line singing a doha - ancient lyrics set to music . Maman is leading the singing , walking up and down the line listening to each one individually . He stops at one small boy , Arvind , and listens . Nods his head , pleased , and continues down the line until he stops in front of Jamal . Holds up his hand .Jamal starts singing again . He has the sweetest of voices . Untrained but pure . Maman smiles , ruffles Jamal 's hair , impressed .They all join in . Maman continues down the line . He stops at Salim whose octave - slipping singing is lusty and appallingly out of tune . Maman winces and moves on . Standing next to Salim , Latika giggles . Immediately , Salim is on her . Before a fight breaks out , Punnoose pulls Salim off Latika and hurls him across the room . Salim gets up and charges at Punnoose . For a second , Punnoose is back - footed , but then pins Salim 's arms to his side . Maman laughs . Approaches Salim .

A group of children are sitting in the jumble of concrete under a motorway flyover . Cars surround them , bumper to bumper . Latika and Jamal are playing an improvised hopscotch on concrete slabs . They are giggling , bumping into each other , tickling , laughing . Salim and Punnoose are sitting together , smoking . Salim is staring hard at Jamal and Latika until Punnoose grunts , a sign for Salim to clap his hands .The children get to their feet . Latika sighs , puts a patch over her eye and grabs a pair of crutches . Suddenly , the lame beggar . Salim goes over to one of the girls , who is carrying a sleeping baby . Puts out his hand .The girl shakes her head . Salim grabs her by the hair in one hand and takes the baby with the other . He shoves her to the ground . The other children stare .He challenges Jamal .He laughs and walks over to Latika .Latika turns away and begins to walk towards the cars .He holds the baby up . Latika grabs the baby with a cry just as Salim releases it from his hands . Salim pinches the baby .Latika snatches it away . Salim laughs , goes back to sitting with Punnoose . The children scatter to the cars trapped at the lights , tapping plaintively on the windows and making the universal begging gesture .

Surrounded by beer bottles , Punnoose is slumped asleep by the kitchen door . Latika edges past , avoids the cook sleeping under the table and goes to a shelf laden with vegetables . She pulls down a bunch of chillies still on the vine , strips a few off and tip - toes out with them .

Sleeping children , three or four to a mattress on the floor . Latika tip - toes around the mattresses . She pauses over one in particular where we see Salim , asleep . She carefully pulls up the sheet , delves underneath . Pleasant dreams cross Salim 's sleeping face for a second . Then suddenly , he is bolt upright and screaming . He charges around the room clutching his genitals in agony .He sprints out of the room , wailing .

The lights are on and two dozen children are screaming with laughter as Salim stands under the make - shift shower directing the water down his pants to his burning genitals , his face a picture of agony . Latika wipes crushed chillies from her hands .She smiles and walks past Jamal with a shrug . Then Punnoose comes stalking in and the children scatter away .

In a shack , Arvind is singing one of Surdas ' bhajans in front of Maman and an old man who by his ragged appearance must be a villager . Punnoose and Salim sit behind Arvind .Maman nods to Punnoose . Before Arvind can turn round , Punnoose has covered his mouth with a cloth and after the briefest of struggles , Arvind 's body goes limp . The villager puts an old tin box on the table . Taking the lid from the tin , he brings out a cloth and unwraps it . Inside is a spoon . He checks the edge with his thumb . Sharp . Douses it with a clear liquid from a bottle and passes it over a candle flame . The spoon whooshes with a high flame for a moment . The villager wipes it with the cloth nods to Punnoose .Utterly bemused , Salim nevertheless helps Punnoose lay Arvind on the table . The villager takes hold of Arvind 's eyelid and pulls it open . He brings the spoon close . Suddenly , Salim is being sick in the corner of the shack . By the time he has turned back , the villager is wiping the spoon on a blood - soaked rag .Punnoose picks up Arvind and carries him out .A frozen moment .Maman gets out of his chair . Approaches Salim .Maman holds Salim 's head in his hands .Maman nods .Salim is frozen for another few seconds , then turns and walks out of the door . Punnoose appears at the door . Maman nods to him and he slips off after Salim .

All the children are asleep apart from Jamal who is crouched underneath a couple of wash - basins . He is talking through a plate - sized hole in the crumbling masonry . Latika 's eyes can be seen .Salim appears at the door . Nods his head at Jamal .Latika 's hand comes through the gap . Jamal takes it for a moment . Salim hisses at Jamal . He lets go of the hand and heads out .

Salim and Jamal walk along the path , Jamal humming happily . Salim checks behind him , sees Punnoose following .Jamal is suddenly alert . SlowsSalim nods . Big smile . Puts a hand on Jamal 's shoulder .

Salim guides Jamal into the shack where Maman and the Villager are waiting . Maman smiles . Punnoose slips in behind Salim .Jamal opens his mouth , then closes it again . Holds out his hand .Maman laughs .He throws some notes at him .

Outside , a giggle . Latika is peering through a gap in the wall .

Jamal begins to sing . Maman waits a while , then nods to Punnoose . Behind Jamal , Punnoose hands Salim the bottle of chloroform and the rag . Salim approaches the back of Jamal . Salim waits until he has finished the song . Raises his hand with the rag in it . Maman smiles , nods . Salim flings the contents of the bottle in Punnoose 's face . Punnoose screams and stumbles back clutching his eyes , knocking over the table .Salim and Jamal scramble for the door . The knocked - over candle catches the spilled chloroform and a curtain which whooshes up in flame .

They charge past the prone Arvind - a flash of bloodied bandages covering his eyes .

Heavy , desperate breathing . Feet stumble on roots . Fall into holes . The three children are running . Branches smack into their faces . But they are so scared , nothing will stop them . Behind them , torches scour the undergrowth . Men shouting . They break out of the woods and are confronted with a train goods yard .

They run over the tracks , between the trains , but the shouts are getting louder , the torches closer . A diesel engine is moving out of the station . Jamal , Latika and Salim sprint for the Guard 's Van at the very back of the moving train . Punnoose is closest to them . Salim is fastest and first to jump the train . He holds out his hand . Jamal grabs it and is hauled in . Jamal holds his hand out to Latika .She reaches out to him . Their hands almost touch .Salim barges Jamal out of the way . Jamal stumbles back as Salim reaches his hand out to Latika , so he does n't see Latika 's hand grasp Salim 's , nor see their eyes lock onto each other , nor see Salim very deliberately let go of her hand . Latika stumbles .Jamal scrambles to the rail . The train gains more speed . Jamal climbs on to the top rung , makes to jump , but Salim flings him backward . Jamal tries to scramble to his feet again , but Salim restrains him .The train is speeding along . Jamal breaks free and stares back at Latika .Latika stumbles again and stops running . They watch as Punnoose catches up with her and stops running . He smashes Latika to the ground .

The lights dim , the music swells . Prem presses a button on his computer : looks him straight in the eyes for an age .Applause , music , lights .

Salim and Jamal are sitting on top of the train . Jamal is staring blankly down the track .Salim puts an arm around Jamal 's shoulder . Jamal wipes the tears from his eyes , shakes his head furiously . Salim gets up . Holds out his hand .

The ancient train is huffing slowly up an incline . A middle class Indian couple with their three children are sitting at a table , their breakfast spread before them . Into this domestic scene , unseen by them comes Jamal . Upside down and still outside the train , he is clearly being dangled by his ankles from the train roof . He gives a few , silent directional signs to Salim who manoeuvres him across , dips his hand into the open window , snatches a chapatti and signals franticly to be hoisted up . The family continue to eat , unperturbed . Then Jamal appears again . This time one of the children spots him . Despite Jamal giving her a friendly wave , she yelps . The father of the group grabs Jamal 's hand which has just snatched a samosa . There is a tussle , Salim holding onto Jamal 's legs , the father holding onto Jamal 's arms and Jamal in the middle , shouting . Salim is losing the battle and his footing . He stumbles and the pair of them fall from the train , rolling and tumbling down an embankment in slow - motion . Interspersed with the seemingly endless tumble are images of Jamal and Salim on top of different trains - huddled together against the freezing rain . - surfing the wind at the front of the train . - admiring the distant Himalaya .The final tumble as they crash onto flat ground .

Groggily , Jamal sits up and groans . Somehow in the tumble , he has been transformed into a twelve year - old . And Salim a strong fourteen year - old . Through the haze of pain and dust , Jamal sees something glinting in the distance - something impossibly beautiful .Jamal clears his head . Sees Salim picking himself up from the ground . But the apparition is still there .They stare at the apparition . The unmistakable outline of the Taj Mahal rises from the horizon , pink in the morning sun . Nothing could be more beautiful .

Jamal and Salim wander under the great dome of the Taj Mahal . Two tiny slum kids dwarfed by this massive monument to love . It is a moment of genuine wonderment for them . Then a tour guide bustles nearby , tourists flowing behind him .Jamal follows the Guide and his entourage into the mausoleum . Salim meanwhile is studying the line of shoes . Tries a smart pair of women 's court shoes , before slipping a foot into a nice , white sneaker . A smile crosses his face . His other foot quickly follows and he saunters away , all mock - innocence .

there are five main elements to the Taj. The Darwaza, the main gateway, the Bageecha or garden, the Masjid or mosque, the Naqqar Khana, the rest house and the Rauza or mausoleum. If you would like to follow me, I will show you the ninety - nine names of Allah on Mumtaz's tomb. As before, please remove your shoes.

Jamal comes out of the mausoleum into the bright sunlight and looks around for Salim . No sign of him . Suddenly , a German couple approach .Jamal notices that he is standing next to a sign advertising guided tours of the Taj .Peter waves a couple of thousand rupee notes at Jamal . His eyes widen .Jamal stalks off . The Germans follow . Jamal stops before the monument . Points a confident arm at it .A terrible pause as Peter and Ada stare at him . Clearly more is expected . He moves off at a pace .He waves confidently in the direction of the fountains .Jamal moves on . Ada and Peter exchange a glance .

- we're on a very tight schedule, you see, young man. Have to see the Red Fort this afternoon. Would it be possible to show us around now? Obviously we understand it would cost more for just the two of us.

Montage of Jamal authoritatively showing tourists around the Taj Mahal .Jamal shows the tourist a battered postcard of Princess Diana , staring doe - eyed into the distance with the Taj behind . The tourist sits . Jamal adjusts her legs so that they match the postcard . Takes the photo .and abandons the woman with a polite bow , charging for safety as two Police Officers race towards him .

Jamal stands a Tourist on a wall and positions his hands to create the optical illusion that he is dangling the Taj from his fingers . Takes a photo for the Tourist . Behind the Tourist , Salim and a boy called Shankar pick up the Tourist 's shoes and saunter casually across the grass .

By the side of a busy market street Salim stands next to a row of stolen shoes . Sneakers , court shoes , sandals , high heels . he is busy bartering with a man over a pair whilst Jamal tries to shout up business .

Hectares of drying clothes by the side of the river . Spectacular squares of red , saffron , white . Not far away from the dhobi ghat , there is a makeshift slum - camp where Salim and a gang of children are sitting , smoking . Jamal joins them , hands over a wad of rupees to Salim . Salim counts the cash , hands half to Shankar and slaps Jamal so hard on the back that he nearly falls over .

Jamal gets out of a new Mercedes driven by an Indian Man . A middle - aged American couple also get out . Jamal points them down a lane which opens out on India 's largest dhobi where hundreds of women are beating clothes on stone slabs .He gets out his video camera and wanders towards the dhobi ghat . Behind them a motor rickshaw pulls up . Salim , Shankar and a couple of the street kids from the Taj leap out . Within seconds , the Mercedes is up on bricks and the wheels are being removed . Salim takes a hacksaw to the Mercedes badge on the bonnet , whilst urging the others on .The crowds in the lane barely notice as the car is stripped of all its parts .A shout from the top of the lane and the boys scatter , bouncing the four wheels at speed down the lane . Jamal , the Indian driver and the two Americans return . They stop in front of the denuded car .Suddenly the Indian driver is slapping Jamal ferociously around the head with one of his shoes .But the beating continues , the driver kicking Jamal down onto the floor . The two Americans stare , uncertain what to do .Finally Clark intervenes , pulling the driver off Jamal .Jamal sits up . He is bleeding from his nose and mouth .Adele pulls out his wallet and rummages for dollars .

Okay, okay, just cool it. You're insured, are n't you? Jesus Christ.

A battered Jamal limps along the river bank towards the Taj . He stops , bathes his swollen face in the river . Then looks up . Strange lights appear to emanate from the base of the monument . And then strange sounds .

Jamal climbs a crumbling wall and is confronted with an opera taking place right under the dome . Gluck 's Orfeo ed Euridice . Hundreds of India 's smartest professionals are watching from banked seating on a scaffolding frame .

Jamal and a couple of street kids slip under the scaffolding supporting the banked seats . The street kids are trying to reach the hand - bags of the women above them .Jamal reaches up and easily lifts a wallet from a man 's trouser pocket . On stage , the actors start singing . Jamal seems to have forgotten the wallet and stares , mesmerised , at the stage .Jamal starts , makes to run , but the woman who spoke holds out a cigarette . A Canadian back - packer is sitting , staring at the singers .She hands him a cigarette . He puts the wallet back . She smiles at him and they both turn to the stage .Jamal watches as Orpheus sings one of the most beautiful pieces of music a human is likely to hear . Tears are running down Jamal 's cheeks .

Salim , Shankar , Jamal and the Taj Gang are gathered around a campfire . All of them wear extraordinary foot - wear of one form or another , from elaborate high heels to walking boots five sizes too large . A home - made hooka pipe is being passed around the fire . The eyes of the children have long since stopped focussing . Salim is sporting a Mercedes Benz badge on a chain around his neck . Behind him , Jamal appears , his face swollen . He takes off his fake Guide 's Badge and throws it in the fire .Salim turns to Shankar with sudden understanding .He rips out a wad of dollar bills from his pocket .He walks off .He gets up , kicks the fire in rage and stomps after Jamal .

Prem leans back in his chair .Prem presses his computer . The lights dim again , the music comes up .Silence from Jamal .A long pause .

Laughter from the audience .A gasp from the audience . Prem is caught off - guard .He gives this one to the audience who titter on cue . Jamal looks confused .He presses the computer , pretends to ruminate for a while with his finger pressed to his lips .Prem leans over and tears up the cheque . There is a sigh of disappointment from the audience , a look of confusion on Jamal 's face .Wild applause from the audience . Jamal allows himself a genuine smile .

The Inspector pulls out a note from his wallet . Glances at it .He waves the note at him .The Inspector kicks his chair .The Inspector stares hard at Jamal .Then , Constable Srinivas stomps back into the office , sweat pouring from him .Has to consult his notebook .

From a thousand feet in the sky , looking down on the limitless megatropolis of Mumbai . Half - built sky - scrapers , slums , factories , roads , trains .We descend , down until the lines of ants become people .Descending even further , we pick out a construction site and then Jamal .

. who is staring through a wire fence at the construction site .He turns away , then something catches his eye . Underneath all the scraps of flyers and posters on a broken wall is a corner of something that Jamal recognises . He tears back a poster . Underneath , faded but recognisable is one of their beanbag graffiti advertisements .

Jamal asks a group of stall - holders on the slum main street . They shrug , are n't interested . The camera pulls up and up until Jamal is nothing but a dot wandering the maze of lanes , railways and highways , one among endless millions of people .

Jamal wanders up to the rickshaw drivers parked outside the hotel . He stops and asks a question . The drivers shake their heads . Jamal continues up the steps towards a door , exhausted face and grubby clothes walking straight towards camera . He goes through the door and immediately .

. is , without breaking step in a slightly grubby white uniform . He walks across the echoing , marble floor of a struggling four - star hotel , goes through double doors .

into a corridor that is devoid of carpet , paint - anything except a phone on the bare wall and a stool . The phone is ringing . Jamal sits on the stool and answers the phone .He hangs up and goes through another set of doors .

to a cramped kitchen with definite hygiene problems . The cooks are playing carom on the table while under it Salim is dozing .Dozily , Salim gets up and takes a look behind one of the fridges . He chases out a chicken with a desultory kick and sorts through some empty mineral water bottles until he finds a Bisleri bottle . Salim fills the bottle of mineral water from the tap and begins delicately re - sealing the tamper - proof lid with super - glue . Jamal collects cutlery and starts laying out a tray .

Jamal is dodging the traffic at a busy junction . He moves around the beggars who are working the cars . Then he hears singing . He looks around , suddenly panicked . It is a siren song drawing him across the road , not even noticing that he is narrowly run down by a couple of cars , to a traffic island underneath a flyover . He turns a corner and there is the singer , leaning up against one of the struts of the flyover . Arvind . Older now , just like Jamal , a fourteen year - old boy . But eye - less . Jamal freezes . He approaches Arvind and waits until he has finished singing . Despite his eyeless sockets , Arvind appears to know somebody is there . He turns and bows low , putting his hands together .Jamal gets a couple of notes out of his pocket and puts them into Arvind 's outstretched hand . He feels the notes with his fingers .Arvind puts his hands together and bows deep again . Then , Jamal takes his shoe off and gets out a hundred dollar bill .Jamal crouches down and puts the bill into Arvind 's hand . His fingers feel it . He sniffs it .He stops . Suspects .A long pause . Arvind keeps hold of Jamal 's arm .Arvind shakes his head angrily .Jamal heads off through the traffic . Arvind shouts after him .

Dark , crowded streets . Gangs of women stand outside the doorways or lean out of upstairs windows . They are garishly - dressed prostitutes varying in age from 13 to 60 . Men wander past , eying the possibilities , exchanging lewd comments with them . Among the hordes on the pavement are Jamal and Salim . They pass doorway after doorway of narrow rooms where prostitutes wait for customers . Jamal and Salim stop at each group of women , Salim taking the lead , clearly asking them something , as the women either shrug or offer them something lewd - judging by the laughter that follows . But one woman in a narrow doorway points down the street . Jamal has to drag a reluctant Salim away from the group .

They go into one of the tiny houses . Loud Filmi music comes from upstairs . They are confronted by a woman in her fifties watching tv . She is less than interested .She indicates curtained cubicles behind him .The Woman looks at him properly for the first time .Then , Jamal pulls out some rupee notes .She takes the money , counts it .She nods upwards . Salim and Jamal head up the dark , tiny staircase . The Woman picks up the phone on her desk .

On the tiny landing , Salim and Jamal pull back a curtain to reveal a humping couple . They move on , past more women lying on their beds or blankly having sex , not in the least perturbed to be interrupted . They reach the end of the landing . From the other side of the door comes the filmi music . Jamal puts his eye to one of the gaps in the slatted door . Through it he can see glimpses of a girl dancing to the music . Latika ; though not the rag - picker of before . Now fifteen , she is a beautiful young woman and dressed in a revealing , turquoise , silk sari .He shoves Jamal out of the way and watches .Then the music stops , an effeminate man steps into the limited frame Salim can see and snaps a stick down hard on Latika 's hand .The man starts the music again and Latika 's hands flow elegantly around her head .The stick is raised to hit her but Jamal opens the door .

Smile! Flow, flow! You entice with the hands not make chapattis, you gawaar. Again.

She can barely believe her eyes .The Dance Teacher turns .He switches off the music .But Latika remains fixed .Latika runs to Jamal . But she freezes as she looks at the doorway . Maman , Punnoose and the Woman from downstairs stand there . The skin around Punnoose 's eye bears the blisters from the chloroform burn years ago .He turns to Jamal .He fingers Latika 's hair .Punnoose and the Muscle walk towards Jamal . Maman turns to the Dance Teacher as they grab his arms .The Dance Teacher puts the music back on .Suddenly , Salim is holding a pistol .Punnoose and the Muscle slowly release Jamal and join Maman .Salim straightens up his gun arm .Maman gets out his wallet and throws all the money in it on the floor .Salim collects up the money .Salim walks over to the music , turns it up . Picks up a cushion from the bed and walks right up to Maman .He wraps the cushion around the gun and pulls the trigger . Or tries to . Nothing happens . There is a frozen moment as they watch him fail to shoot . Everybody watches with surreal interest as Salim fumbles with the pistol . Eventually he looks up , giggles stupidly .Shrugs apologetically and shoots . Nobody is more surprised than Maman who crumples onto the floor . Latika starts desperately gathering up the notes on the floor , grabs Maman 's wallet . Jamal just stands .They run out of the room and down the stairs as Maman dies on the floor in front of his frozen colleagues .

Children are splashing in the sea , flying kites , digging sand , laughing . Salim , Latika and Jamal are crouched on the shore watching the sun sink into the sea . Latika is going through Maman 's wallet , Salim is fingering the pistol , admiringly . Jamal is staring out to sea . Each in their own world , yet sharing swigs from a bottle of Johnny Walker .Silence .She takes a long swig from the bottle .She nudges Jamal and holds the bottle out to him . Smiles at him . He smiles back , shakes the black dog from his head and takes a long , long drink . Latika and Salim cheer .

Latika , Salim and Jamal bend back a bit of the wire mesh fence that protects the deserted hotel . Crawl in .

A very wobbly Latika , Salim and Jamal walk up the frozen escalators of the empty hotel , lit only by security lights . Kick through the odd pile of rubbish and stacked - up chairs . Go to the dusty reception desk .And they scoot off , giggling into the dark .

Jamal and Latika wander the vast , empty kitchens . Jamal searches the empty chillers and cabinets . Then , realises that he is alone .Where are they ? Suddenly ,She comes shooting out of the darkness across the kitchen floor riding a trolley with Salim pushing her at top speed . Jamal has to skid out of the way . He grabs another trolley and glides off in pursuit .

On top of the metal preparation counters , Salim and Jamal are fencing : Jamal with a fish slice and Salim with a large spoon .

An empty , dusty hotel suite . Jamal is on the phone .Jamal closes his eyes at the wonderful thought .She stops . Change of mind .Jamal slams down the phone .

Latika is clearly in the shower . Jamal wanders in carrying an old pair of lunghi . Shouts through the door .The shower stops .With a towel around her , Latika comes to the doorway where Jamal is holding out a the lunghi with his eyes tight shut .She watches this innocent a second with true fondness .She takes the lunghi from his outstretched hand and disappears into the bathroom , slamming the door with a giggle .

Salim wanders the crowded streets of a slum . He stops uncertainly at a doorway where a group of men are lolling , smoking . Plucks up his courage .The group of men stir , irritated now . Salim begins to back away , then stops . Pulls the gun from behind his back .The group are frozen .Javed is standing in the doorway .

Jamal and Latika lie on the bed , drunk , though still coherent . Latika is dressed in the Bell - Boy 's jacket and the old lunghi .They burst into stupid laughter . The laughter subsides .Latika rolls over and switches off the light . Rolls back . In the half light , her hands begin to move for Jamal , the elegant , alluring hand movements of the bar - girl dancers . Jamal stares , mesmerised .Latika stops her hands . They stare at each other , their faces inches away from each other . Latika strokes Jamal 's face .And face to face , they slowly fall asleep .

I never forgot. Not for one day. I knew I'd find you in the end. It's our destiny.

Jamal opens his eyes . Salim is standing over them , swaying with alcohol .He puts his hand out to Latika .Jamal tries to get up , but Salim 's hand is round his throat and pushes him down on the bed .Salim pulls Latika to her feet .As he turns , pulling a protesting Latika , Jamal leaps on him . The two brothers go down fighting , but of course it is Salim who comes up on top . Latika launches herself at Salim , but he smashes her away , almost delighted that she has joined in . He drags Jamal to the door , laughing .

Salim throws him out into the corridor , slams the door .Salim slams the door . Jamal gets up , bangs on the door , keeps on banging until the door opens and Salim stands there with the pistol pointing straight at Jamal 's head .He shoves Jamal hard down the corridor , the gun pointed at him all the while .Salim nods towards the fire escape door .Salim cocks the pistol . Jamal screws up his eyes for the inevitable . But Salim shoves him out with a roar and slams the door . Jamal bangs on the door .Salim walks slowly back down the corridor as Jamal bangs and bangs on the door . Down the hall , Salim 's door shuts .

The Inspector is staring hard at Jamal . Srinivas is desperately trying to get his attention .The Inspector puts his hands in the air , palms up . Simple .Untroubled by irony , Srinivas looks extremely pleased .Srinivas goes out .Jamal shrugs .

At the gate , a Security Guard is sitting in his chair .The Guard grunts .A more impatient grunt from the Guard . He stands up , walks towards Jamal .The Guard raises his stick and gives him a roar . Jamal backs away onto the street . The Guard slams the gate shut . Jamal looks despairingly up and down the street at the teeming traffic , the crowds .

Leaden skies . Torrential rain is hammering on the tin roofs of the slum .

Eighteen year - old Jamal 's eyes open . Now with the beginnings of a beard and moustache , Jamal wakes in a tiny shack just big enough for a mattress on the floor . He pulls on a shirt , lifts the mattress and takes out his trousers which have been pressing there all night , puts them over his shoulder , picks up his shoes and goes down a ladder .

He descends into a room and two feet of water that is eddying around the ground floor of the shack . Wades out of the door into the narrow lane of the slum .

Jamal nods hello to a number of neighbours , also bare - legged , also with their shoes in hand . Together , they wade to higher ground , put on their trousers and shoes and trudge up to the main road .

Ultra - modern , glass - windowed office . The words Cultural Studies are written on the white board . Jamal walks in with a tray of glasses of chi . He puts a glass down on the young , hip , Teacher 's desk and heads out again .He holds up a copy of Radio Times showing Kat from East Enders smiling at them . A collective groan from the Trainees .Bardi glares at Jamal . Jamal shrugs apologetically and goes out .He points at a young woman Trainee .The Teacher points at another Trainee .Jamal walks out , turns a corner .

- thank you, Jamal. Keep up, Bardi. The chi - wallah knows more than you.

Okay, it's been super - duper hot for UK this week, so there'll be a lot of chat about that - they love their weather - and there's the festival in Edinburgh - Edinburgh?

Scotland. Kilts, castles, err, haggis? Porridge, the Highlands, mountains. Ben - Ben Nevis?

And lochs. Their word for lakes. Good. It's also double bonus time for an upgrade to the ` friends and family' package this week, so remember to push for an upgrade.

We are confronted with a room you could swing a Boeing in . Rows and rows of Operators in tiny booths stretch into the distance . On the walls are pictures of London , Tony Blair , red telephone boxes , the Yorkshire Dales , the Highlands - a snapshot of tourist Britain . Huge posters of soap stars and celebrities adorn the rest of the walls . Slogans hang from the ceiling . `` When the sun comes up , you 'd better be running '' , `` you snooze , you lose '' , `` Upgrade for a better , faster life . '' `` Every call is a new opportunity '' . Each section of the room has a banner with a British city 's name on it and various mock sign - posts for the different aisles . A Manager under the banner `` Bradford '' , is standing over an Operator , listening in on a call . The Manager leans over and presses a key .He mimes cutting his throat .Jamal stops by him . The Manager takes a glass of tea from Jamal .Jamal hurries down the aisle signposted `` Cornmarket '' , gets to a male trainee and hands him a tea . Dave glances around to check nobody 's looking and slips off his head - set .Jamal still looks unwilling .Dave heads off towards a Rest and Recreation room , where a big plasma screen on the wall is showing `` Who Wants To Be A Millionaire . `` Jamal grabs the jacket from the back of Dave 's chair , puts the head - set on and hunches over the booth , just another Operative at work . We become aware that every operator down the Cornmarket aisle - and quite a few other aisles besides - is staring in the direction of the Rest and Recreation Room .

If they want an upgrade, a new tariff or we're stealing them from the other networks, you take the call. Anything else -

No time - wasters on Team Bradford, kid. Leave that to the homosexuals on Tunbridge Wells.

Where've you been? Dave on Cornmarket's virtually lost his voice, there's two on Ilkley Moor who've had their hands up for hours. Come on, move it!

It's my turn, Jamal. I've had my pee breaks. Please. If he comes just keep your head down and pretend you're doing an upgrade on the -

Dave is watching the screen .Dave dives for the doorway and waves .

Suddenly all the operators are dialling . Almost simultaneously , twenty or so voices say .Most of the Operators - including the man next to Jamal - suddenly lose their tension .The Operator looks at him . Jamal shrugs .Jamal freezes with fear . The head - set speaks again with its broad Scottish accent .He stares at the computer .Jamal searches desperately around , spots a picture of Big Ben .Jamal puts his feet on the desk .Jamal panics , presses the button he saw the Manager press earlier . The screen goes blank , then reboots itself . Jamal looks around . Where the hell is Dave ? On the screen , Jamal is faced with the question : `` what name do you require ? '' He looks around again , and then with one finger types in the word `` Latika '' . He presses enter . Hundred upon hundred of Latikas with their surnames and phone numbers scroll down the page . He erases her name and enters the name Salim K. Malik . Presses enter . Fifteen numbers come up . He stares at the numbers for a long time , then types it into his computer and presses dial .Clearly not Jamal 's brother . Jamal cuts the line . Dials the next number .Clearly not his Salim . He cuts the line . Dials again .But Jamal ca n't speak .Silence .Jamal 's voice peters out .There is another long silence .

Gasps and laughter from the audience . Jamal laughs and shrugs .Prem grips his heart theatrically .

A flash of a sign post reading ` Oxford Circus ' , pointing down one of the aisles . The banner above that section of the warehouse reads ` London ' . Jamal hurrying down another ` Kings Parade ' carrying glasses of tea . He glances up to see a large banner that says ` Cambridge ' . Jamal comes back up an aisle named ` Broad Street ' . An Operator on the adjacent ` The High ' clicks his fingers for another cup . Jamal hurries under the sign marked ` Oxford ' . The signposts of the aisles come faster and faster ` Pembroke Street ' , ` Trafalgar Square ' , ` East India Dock ' and finally ` Cambridge Circus ' .

Jamal is sweating , his face scrunched up in thought .He stops as he hears the surprised laughter of the audience .The lights dim , the music swells as Prem pushes the button on his computer .More portentous music .Huge cheers and applause . Even Jamal laughs at this . He can not quite believe it himself .More applause . Prem hands him a cheque . Jamal looks at it . Laughs again .The lights dim , the music swells . Prem consults his computer .Dramatic pause .

A flash of Salim shooting Maman . Another flash of Salim in the doorway , holding the pistol up to Jamal 's head .

Jamal nods .The music swells again . Prem presses his computer .He holds out his hand . Jamal hands him back the cheque . He tears the cheque in two .Cheers and applause from the audience .

The audience laugh . Prem is momentarily flustered .More laughter .

Music , lights . Prem presses his computer .Prem allows the question to sink in .He clicks his fingers .

An Indian batsman hits a nicely - timed stroke , heads down the wicket for a single . Turns . The other batsman is taking a second run . The Indian tries to halt the other batsman with a shout , then succumbs to the inevitable and charges down the wicket . A fielder hurls the ball at the stumps . The bails fly off .

Tense laughter from the audience . Prem holds up the cheque . Jamal nods . Prem tears it up slowly . Allows the pieces to fall to the floor .

Jamal is riding the construction lift to the top of a high building , still just a shell but buzzing with carpenters , bricklayers , cable - layers . The lift stops at the top . Jamal gets out . Looks around . He is miles up . Alone .Jamal looks around . There is Salim standing on the edge of the building . He saunters over to Jamal , his arms outstretched in theatrical greeting . He is groomed , expensively dressed with the best mobile money can buy dangling from a gold chain around his neck .He tries to embrace Jamal . With as much force as he can muster , Jamal punches him in the face . Salim takes it . Stands there . Wipes blood from his lip . Gets another punch . Then another and another , not even defending himself , until he is being beaten back by a raging Jamal towards the edge of the building . Finally , he tries to reason with JamalJamal keeps on beating him back .Salim opens his arms , defenceless . It would take one , small push to send him over the edge . There is a moment , when Jamal might . He even has his hands on his chest .The fury in Jamal subsides minutely . Finally , he turns away with a roar of frustration . Salim hangs his head .

Jamal and Salim are sitting on the very edge of the building . They can see for miles across the city . Salim has rediscovered his attitude .Salim 's mobile rings . Salim is immediately subservient on the phone . Rings off .He hands Jamal a card .Jamal gets up , hurries away , hidden behind piles of building materials just as Javed appears in his flash suit and jewelry . Three of his young henchmen walk alongside .

Jamal is asleep on a mattress on the floor of a smart apartment . A mobile phone rings . The muffled sound of Salim talking quietly next door . Then , Salim creeps into the room , checks to see Jamal is asleep , unlocks a desk drawer and brings out his pistol . He puts it in a hold - all and goes out the front door . Jamal 's eyes snap open . He has seen it all .

The door bangs open and a giggling - drunk , half - naked Bar Girl drags the sleeping Jamal up and into the bathroom .Salim is in the bath , bathing , literally , in money .

Jamal creeps towards Salim 's bedroom door . He pushes it open a fraction to see Salim crouched on the floor in prayer , sobbing quietly .

Salim comes out of his apartment block . Gets into his jeep . Drives off . Does n't notice Jamal in the motor rickshaw that pulls out and follows him .

Salim approaches a gate - house to a large bungalow . The Door - Keeper nods to him , rings a bell . From the rickshaw , Jamal watches a woman come to the door . Latika . Eighteen , completely beautiful and rich . She hands Salim a package and goes back inside . Salim gets in his jeep and drives away .

Jamal approaches the Door - Keeper 's gate - house .The Door - Keeper grunts and goes inside . After a brief pause , he returns .The Door - keeper grunts at this attempt at humour . Latika appears at the gate .She looks at Jamal . Is silenced briefly .

She does n't know anything about any cook. There's supposed to be a dishwasher being delivered. Know anything about that?

I do n't know! Would n't say, would they? They had to get out fast. The police. Honestly.

Latika and Jamal go into the kitchen . Who Wants To Be A Millionaire plays on the tv in the background . She turns and hugs him tight . They laugh with happiness .Their heads are close , they might kiss . Then Latika turns away , stares out of the window .Jamal smiles hopefully at her . But there is sadness in her now . She takes her sunglasses off , rubs her eyes . There is a bruise there .She stands there , challenging . On the tv , somebody is winning money .Voices at the gate - house .She throws him an apron . He gets it on just in time for Javed to walk in . Jamal turns away .Javed changes channel and dials on his mobile .He laughs at his own joke . Turns to Jamal .Javed stares at Jamal a moment , trying to place a face he vaguely recognises . Then the Bookie comes on the line and he turns back to the television .Latika hurries around the kitchen getting out bread and condiments , whispering while Javed talks on the phone .Javed pours himself a glass of whisky , never taking his eyes from the television .Latika snatches the sandwich from him and gives it to Javed . Goes back to Jamal , whispers under cover of putting condiments away .She indicates Javed .Then the batsman at the other end calls to take a second run .Tendulkar seems to agree , tries to halt the other batsman with a shout , then succumbs to the inevitable and charges down the wicket . A fielder hurls the ball at the stumps . The bails fly off .He flings his glass of whisky at the television . Suddenly tastes what he has been eating .Javed throws the sandwich at him and slams out of the room . His footsteps can be heard stomping into another room .She leads Jamal to the door .Latika shouts over her shoulder .Back to Jamal .She shakes her head .She slams the door . Hurries back into the kitchen , throws Javed 's plate into the sink . The Door - keeper comes in .Leaning over the sink , Latika weeps silently .

We are watching history unfold today at the Wankhedé Stadium as Sachin Tendulkar carves his way towards another magnificent century and the record books. His thirty - eighth century - the most by any Indian cricketer ever.

Salim has his hand around Jamal 's throat .Salim takes his hand away from Jamal 's neck .He turns away bitterly .

The lights flick back on . Prem slumps back in his chair .The Floor Manager and a Security Guard usher Jamal off - stage . Prem looks up at the gallery , raises his eyes at the Director . Some show . Then he gathers himself and heads off - stage .

The clock reads five oh three . Jamal stands on the footbridge . Humanity washes around him . His eyes dart around , frightened to miss her . Checks the clock again . Six . The platform is almost deserted . He wanders away .

Prem wanders down the corridor followed by a Security Guard . Another Security Guard is waiting at the entrance to the toilet . Prem goes in , leaving the two Guards in the corridor .

Jamal stands on the footbridge gazing down at the hordes of commuters . Five o'clock , five fifteen , five thirty . Six . Jamal rests his head against the railings .

Jamal is in one of the cubicles . Prem goes to the urinal . Unzips .Prem finishes pissing . Goes over to the washbasins , runs the taps and washes his hands .Prem leaves . Jamal flushes and comes out of the cubicle . Goes to the washbasins . In the mist on the mirror above the taps is written the letter `` B '' . Jamal stares at it . Gradually it fades , leaving only the growing fury on his face staring back at him .

Jamal stalks back onto the set . Sits down in his chair . Stares at Prem who looks unconcernedly back .

The digital clocks show five fifteen . Shoving the descending river of people out of his way , the seventeen year - old Jamal is forging a path up steps that cross the platforms . He pushes to the middle of the footbridge and leans out on the side railings . He scans the sea of people , desperately . Then he sees her : the eighteen year - old Latika , heart - stoppingly beautiful , over the other side of the station . A world away . She is scanning the crowd , as wired as he is .But though he is screaming her name , his voice is swallowed by the noise around him . Then he sees two thuggish - looking men also fighting a way towards her .Frightened now , he fights his way down the steps , one figure against an army of white - robed people . He gets to the bottom of the steps , is making progress against the tide . But so are the two men . Jamal is now on the same platform . Shouts her name again . She turns with a smile . But the two Thugs leap through a train onto her platform . She sees them , starts running , is lost in the crowd . Jamal runs off along the platform after Latika .By the time Jamal has fought himself to where Latika was - she is gone . He whirls around , mad with frustration .

Latika is jumping the tracks , crossing in front of trains . But the Thugs are gaining on her . He brings her down and drags her across to Javed 's waiting Mercedes . Salim is standing by the car . Jamal pushes through the crowds just in time to see Salim bundling her into the car .Salim spits disgustedly on the ground . Gets in . Latika twists her head to see Jamal as the car skids off . Jamal screams with hopeless fury .

Jamal and Prem stare at each other . Prem smiles .Applause from the audience .Music swells , lights dim .A hideous , never - ending pause while Jamal stares into Prem 's eyes .A barely perceptible jump from Prem .Jamal shakes his head .A just - perceptible narrowing of the eyes .Prem turns to the computer . Music . Lights .The audience go wild . Prem 's smile is thin .The camera goes off Prem for a second . He mimes a disgusted spit . Then he is back on .The lights dim again , the portentous music increases . Suddenly a klaxon sounds . The audience burst into nervous laughter and groans . Prem laughs .Applause . The studio lights come up . Prem switches off his smile as fast as the cameras switch off . Gets up and pulls out his mobile .

Waving a kitchen knife in on hand , a desperate Jamal slams through the gates of Javed 's bungalow , the objecting Doorkeeper running along behind . He bangs open the front door .

Stops dead . The place has been stripped of everything . Not a single thing remains . Jamal runs into another room . As empty as the first . He stops in his tracks .He grabs the Door - keeper by the shirt - collar , slams him up against the wall . Holds the knife against his throat .Jamal lets go of the Door - keeper . Goes hopelessly to the window . On the window sill is a phone . He picks it up . There is a dial tone . Jamal rummages in his trouser pocket . Gets out the battered card with Salim 's details on . Dials . Salim picks up .

Salim is stalking around his room in Javed 's new house . Hold - alls of clothes and possessions lie around the room . A chest of drawers sits with its drawers open , still empty .Cuts the call off and slings the phone in a drawer . Takes the gun from his waist , and throws that in too . Slams the drawer shut with as much force as he can .

the camera pulls out from Jamal 's face revealing that Jamal is sitting on the floor of Salim 's apartment . In the background can be heard the sound of the television . Jamal looks at the knife in his hand , wonders what he might do with it . The sound of Prem 's voice on the tv .Jamal looks up . Stares at the tv .

Jamal steps outside the backstage door . Leans on the rail and takes a huge breath . Immediately , a blanket is thrown over his head and two police men bundle him into the back of a police van . The Director joins Prem at the back - stage door as the van pulls away , sirens screaming .Prem shrugs .Director stares at him .The Director walks away shaking his head . In the doorway , Nita is standing there , watching .But she too turns and walks away .

Srinivas comes hurrying in carrying a file , very pleased with himself .The Inspector takes the file . Stares at it . Shakes his head .He turns to Srinivas .The Young Constable sticks his head around the door .The Inspector sighs . Gets up . Accompanied by Srinivas , he leaves the room . Jamal sits there . Lets his head drop . The camera floats from the room , down the dingy corridor and out through a window .

. alighting on a crowd of hundreds of people jostling to get a view of the building . News crews are setting up around them . A tv Reporter is doing a piece to camera .

behind the walls of this police station lies the mystery all of India is talking about. Did Jamal Malik, an uneducated, eighteen year - old boy from the slums of Mumbai win one Crore rupees by fair means or foul? And in the crowds all around me there is an even bigger question. Will he be back on the show tonight to play for twenty million rupees.

The Commissioner is waiting in the outer office .The Commissioner dumps a copy of the Times of India down on the desk . Then the Hindustan Times , the Amar Ujala and the Afternoon Dispatch thump down after them . All have photos of Jamal on Who Wants to be a Millionaire on the front page .He motions the Inspector to come over to the window . Lifts the blind . The Inspector hurries over . Looks alarmed .The Inspector brandishes the file .The Inspector pauses .Then he puts the file behind his back . Srinivas frowns .Srinivas coughs pointedly . Gets a steely look from the Inspector . The Commissioner has been staring out of the window at the crowds . Turns back to them .The Commissioner walks out .

He's in for fraud, so you charge him for fraud. Fast. Or you'll find yourself on traffic duty at the Gateway of India. Understand?

A cheek scarred by disfiguring knife scars . Pulling back we see it is Latika , staring frozen at Jamal on the television news . A palatial living room . Dealing cards to Salim , is Javed Khan . A couple of Bar Girls giggle next to Javed and a couple of his Thugs . Pouring drinks at a sideboard is Latika . Javed glances up at the screen , clearly not recognising Jamal on a clip from Who Wants to be a Millionaire . Salim , too is staring , wide - eyed at the tv . Javed picks up the remote , does n't even notice and switches over to a music channel . Latika hurries out .But she has already gone . He growls after her .He motions Salim to get him a drink . Javed 's mobile rings as Salim goes over to the sideboard . Shifts a bottle to the back .Salim smiles faintly at the image of Jamal and hurries out .

A drawer opens . Inside is Salim 's pistol . And a phone - the same one he threw in there months ago . Salim stares at both for a long time . Finally , picks up the gun and phone .He finds this faintly amusing .

Latika sits in the kitchen , staring at the tv , tears running down her cheeks . A reporter is talking in front of an enlarged photograph of Jamal . Latika wipes away the tears quickly as Salim comes in . He locks the door behind him . Stares at the tv .He shakes his head .Salim approaches Latika . She flinches as he walks towards her . He puts some car keys in front of her .Latika takes the keys . Hesitates .Salim smiles , shakes his head .Salim goes to the back door . Unlocks it . Opens it for her .Salim points at the television .He holds out his mobile phone .Latika takes it . Salim takes hold of both sides of her head for a moment .Salim releases her .Salim puts his hands together in blessing . She leaves . Salim shuts the door , locks it . Smiles .

Jamal is dozing in the chair . He wakes with a shout . Srinivas has just thrown a bucket of water in his face . He unlocks the handcuffs . Jamal looks up at him . Srinivas shrugs .

The audience for Who Wants to be a Millionaire are standing in line . They are being body - searched by police . Mobiles are being confiscated and put in bags .

Gaffers make last - minute adjustments to the lights shining on the empty chairs in the middle of the set . Camera positions are checked by the Floor Manager .

Srinivas walks Jamal through the police office , past the Inspector sitting at his desk , his arms behind his head , pondering . He watches Jamal go and then asks :Jamal stops .Jamal walks on . The Inspector watches him all the way .

Jamal sits in the back of the police jeep . It pulls out of the police station car park into a sea of people all cheering and shouting at the jeep . Jamal looks terrified .

Latika drives through the slums of Mumbai . She hoots her horn furiously at a cart - driver ambling across the road .

The jeep stops at the lights and a beggar wanders up , tapping on the windscreen . The beggar studies Jamal 's face for a second , then starts shouting and pointing at him .Other beggars - just like the one Jamal used to be - join him and start cheering and applauding . The jeep pulls away .

A rickshaw parks up next to a hundred others . The Driver leaps out , abandoning the irate business man in the back and runs to the tv in the café .

The Manager walks into the aircraft hanger of a building . Stops . Where is everyone ? Then he sees everyone crowded around the tv in the Recreation Room . Stalks over .Then he sees Jamal 's face on the tv .

All along the highway , one by one the televisions in a hundred shacks flick on , silhouetting the family huddled in front of it .

In the half - light , Jamal is being powdered by Nita .Prem sneers .She finishes powdering Jamal .She dumps the powder compact in his hand .She walks off .

The traffic is gridlocked . Latika is pumping the horn .She glances out of the window , sees one of the roadside shacks with the television on . Gets out of the car and runs to it .

The Inspector wanders into his office , still deep in thought . Switches on the television just as the Millionaire music starts . Sits . The phone rings .

Prem and Jamal walk on - stage . Blinding light . They take their seats to tumultuous applause .The lights dim , the music rumbles . Prem pushes the button on his computer . Pauses . Gets conversational .Nervous laughter from the audience . Jamal just shrugs .Even more nervous laughter .An involuntary laugh comes out of Jamal 's mouth .

In the shack , sitting on an upturned oil drum , surrounded by puzzled Indians in rags , a slow smile comes to Latika 's face .

Camera on Prem .Jamal laughs . There 's nothing else to do . The audience groan .A gasp from the audience .A terrible pause .

Prem presses his computer . Ominous rumble of drums . The lights dim . A phone can be heard ringing , the amplified sound echoing around the studio .The phone continues to ring .

Latika is staring at the television . Then an electric current seems to shoot through her and she is running , dodging the static traffic , street vendors , the odd cow , heading for her abandoned car . Hooting horns , shouting drivers . The phone rings on .

On the passenger seat of Latika 's car , Salim 's phone continues to ring .

and ring .Prem looks up at the gallery . The Director shakes his head , mimes cutting his throat .

Prem opens his mouth to speak . Then , out of the darkness of the studio ,A gasp from the audience .The first real smile of Jamal 's adult life .

A small smile spreads across the Inspector 's face .He picks up his hat and hastens out of the room .

Javed pulls the Bar Girl from him , stares open - mouthed at the television .He pushes the girl off him . Gets to his feet .

Silence . The electronic clock ticks loudly .Silence .The audience groan .Jamal shrugs .The lights dim , the music crescendoes . A buzz runs around the audience . Prem pushes the button on his computer . Stares hard at Jamal .Wild applause . Prem jumps up and pulls a bemused Jamal to his feet , raising his arm in the air . Jamal is smiling , but disorientated .To ever - increasing roars and applause from the audience , Prem escorts Jamal off - stage .

The line goes dead in Latika 's hand . She stares down at the phone . The bemused family are still eying her like an alien . She smiles at them and goes out . The traffic on the road is still grid - locked . She starts walking , faster and faster . Then she breaks into a run .

A small tv in the bathroom . Salim smiles .Javed is banging on the door . Salim gets up from where he has been praying . He climbs into the bath which is full of bank notes and lies down amongst the money . He reaches across for the pistol and picks it up . Smiles slightly as Javed smashes down the door , pulls the trigger and shoots Javed . He falls onto the floor , dead . But the Thug right behind him shoots Salim in the chest . He lies back in the bath , the faintest trace of a smile on his face as he stares at the pictures of Jamal on the tv .Salim dies .

Prem and Jamal are being posed by photographers . A giant - sized cheque for twenty million rupees is manhandled onto the floor by the Floor Manager and an Assistant amidst much cheering and laughter . Jamal is snapped next to a scowling Prem . The Inspector appears next to them .Prem smiles .He takes Jamal by the arm , leads him backstage .

Jamal sits silent in the back seat next to the Inspector as he drives through the traffic . Then :The Inspector stops the jeep . Unlocks the handcuffs . Holds the back door open for Jamal .He nods towards the outside world . Dazed , Jamal gets out .

Jamal finds himself gazing up at VT station . Slowly , he wanders inside . The Inspector takes the contents of the file and tears them slowly in half . Lets the pieces fall on the ground . Gets back in the jeep and drives away .

VT station is awash with the evening commute . Thousands of people crowd the platforms , jostling the only still figure who is sitting at the base of the statue of Frederick Stevens . Jamal . Then there is a gap in the wall of bodies that swirls around him . Jamal gets to his feet .Then she is gone in the melee again . Only to reappear .Jamal forces himself through the people . Nothing will stop him . Latika too is shoving them aside until they are face - to - face . They stop , look at each other , hold each other 's hands tight . The whole station seems frozen , the only movement from a thousand bodies being Jamal and Latika .He shakes his head .Jamal puts his hand on Latika 's chin , turns her head gently so that she is facing him . He sees the knife scars on her cheek for the first time . She tries to turn her head , but he wo n't let her . Runs his hand slowly down the scar . Rests his hand there .He gently kisses the scarred cheek .The camera pulls back and back , rising above the station . The music starts and the frozen station comes alive , two thousand kurta - clad men and saree - clad women dancing in and out and on top of the trains , an unbound celebration of hope and humanity that has at its centre , Jamal and Latika . THE END

A 1930 's NEWSREEL .The mysterious SOUTH AMERICAN JUNGLE . A massive waterfall cascades down a gigantic , flat - topped mountain .A painted portrait of a dashing young adventurer .A massive DIRIGIBLE descends on an airfield .

What you are now witnessing is footage never before seen by civilized humanity : a lost world in South America! Lurking in the shadow of majestic Paradise Falls, it sports plants and animals undiscovered by science. Who would dare set foot on this inhospitable summit?

The beloved explorer lands his dirigible, the `` Spirit of Adventure,'' in New Hampshire this week, completing a year long expedition to the lost world!

This lighter - than - air craft was designed by Muntz himself, and is longer than 22 Prohibition paddy - wagons placed end to end.

Never apart from his faithful dogs, Muntz conceived the craft for canine comfort! It's a veritable floating palace in the sky.

And Jiminy Cricket, do the locals consider Muntz the bee's knees! And how!

Scientists cry foul! The National Explorers Society accuses Muntz of fabricating the skeleton!

Humiliated, Muntz vows a return to Paradise Falls and promises to capture the beast. alive!

And so the explorer is off to clear his name. Bon voyage Charles Muntz, and good luck capturing the Monster of Paradise Falls!

Of everyone watching in the modest , small town theater , no one is more enthralled than 8 year old CARL FREDRICKSEN .Young Carl stares , mouth agape , wearing leather flight helmet and goggles - just like his idol on the silver screen .NEWSREEL FOOTAGE : the dashing Muntz descends down the gangplank to the delight of the crowd . His dogs trail him .An opulent dining room .One dog runs suffers through mechanized bath time , while a second wears an electrode helmet and runs on a treadmill .Cameras flash as Muntz stands heroic , striking his signature `` thumbs up '' stance .In the theater , Young Carl returns the thumbs up .Muntz speaks to a crowded auditorium , on stage beside a curtained object .He pulls away the drape to reveal a GIANT BIRD SKELETON .Young Carl leans forward , eyes bulging .Skeptical scientists analyze the bones .Muntz 's portrait is removed from a wall of paintings of other famous explorers .Muntz 's `` Explorer 's Society '' badge is ceremoniously RIPPED from his jacket . Carl GASPS . Muntz stands next to his dirigible at an airfield . He grimly addresses the crowd .In the theater , young Carl smiles .The crowd CHEERS . Muntz gives his thumbs up from the cockpit as the dirigible lifts off .Carl looks like he just witnessed a miracle .

Attention everyone! These people are no longer intruders. They are our guests.

Most of the collection is housed in the world's top museums : New York, Munich, London. ` Course I kept the best for myself.

Oh yes, the Arsinoitherium. Beast charged while I was brushing my teeth. Used my shaving kit to bring him down.

Only way to get it out of Ethiopia at the time was to have it declared as `` dental equipment!''

Oh, you recognize it? I'm impressed! That's an interesting story there.

He and I fell into a habit of playing gin rummy in the evenings. And did he cheat? Oh, he was horrible!

So how are things stateside? Almost tempted to go back a few times, but I have unfinished work here. Please.

I hope you're hungry because Epsilon is the finest chef I've ever had.

They called me a fraud, those. dah! But once I bring back this creature, my name will be cleared.

Beautiful, is n't it? I've spent a lifetime tracking it. Sometimes years go by between sightings. I've tried to smoke it out of that deathly labyrinth where it lives. Ca n't go in after it. Once in, there's no way out. Lost so many dogs.

And here they come, these bandits, and think the bird is theirs to take! But they soon find that this mountain is a very dangerous place.

You know, Carl. These people who pass through here, they all tell pretty good stories. A `` Surveyor'' making a map.

No, the boy's right. You have n't had dessert. Epsilon here makes a delicious Cherries Jubilee.

Oh, you really must stay. I insist! We have so much more to talk about!

And they would n't believe me. Just wait till they get a look at you.

Alpha! Fredricksen's coming back. Guard that bird. If you see the old man, you know what to do.

Young Carl `` flies '' his blue balloon -LRB- `` The Spirit of Adventure '' hand - written on it -RRB- as he runs along the sidewalk . He still wears helmet and goggles . TITLE CARD : WALT DISNEY PICTURES PRESENTSTITLE CARD : A PIXAR ANIMATION STUDIOS FILMCarl jumps over a small rock .Carl jumps over a crack in the sidewalk .Carl jumps over a tree stump . and smacks into it instead .TITLE CARD : UPCarl stops . Who said that ? The voice comes from a dilapidated HOUSE , windows boarded up and lawn overgrown with weeds . The weather vane atop the house turns , pulled by ropes .Carl walks toward the voice .

Look out! Mount Rushmore! Hard to starboard. Must get the Spirit of Adventure over Mount Rushmore.

All engines ahead full! Let's take her up to 26,000 feet! Rudders eighteen degrees towards the south.

Carl squeezes through the broken door into the foyer . He follows the voice toward the living room .

Carl rounds the corner to see . ELLIE , an eight year old girl , her mussy red hair barely visible beneath her flight helmet and goggles . Bare footed , her overalls are patched and dirty . The old house has been transformed into a make - believe dirigible cockpit . Ellie steers , the wheel made from a rusty old bicycle .The navigator -LRB- her hamster -RRB- skitters in its cage . Ellie uses two tied - together Coke bottles as binoculars .Carl is distracted by the Muntz newspaper clippings taped to the wall .Ellie pops up in front of Carl .Carl screams . He lets go of his balloon . It floats through a broken part of the ceiling and disappears . Ellie circles Carl accusingly .Carl FUMPHERS .She offers her hand . Carl looks down , embarrassed .Carl is frozen . Ellie softens .She takes off her helmet . Her hair frizzes out in all directions . She removes a homemade GRAPE SODA CAP pin from her shirt and pins it on Carl .Carl smiles .Carl watches her stride out of the room . She pops back in .She grabs his hand . Carl blushes as she pulls him out of the room .

It's a beautiful day, winds out of the east at ten knots. Visibility. unlimited.

Oh! There's something down there! I will bring it back for science. Awwww, it's a puppy!

Do n't you know this is an exclusive club? Only explorers get in here. Not just any kid off the street with a helmet and a pair of goggles. Do you think you got what it takes? Well, do you?!?

Thought you might need a little cheerin' up. I got somethin' to show ya!

I am about to let you see something I have never shown to another human being. Ever. In my life.

Charles Muntz, explorer. When I get big, I'm going where he's going : South America.

It's like America. but south. Wan na know where I'm gon na live?

`` Paradise Falls, a land lost in time.'' I ripped this right out of a library book.

I'm gon na move my clubhouse there, and park it right next to the falls. Who knows what lives up there? And once I get there.

Well, I'm saving these pages for all the adventures I'm gon na have. Only. I just do n't know how I'm gon na get to Paradise Falls.

That's it! You can take us there in a blimp! Swear you'll take us. Cross your heart! Cross it! Cross your heart.

Carl and Ellie look across the attic at the balloon . Between them the floor has collapsed , save one rickety beam . Carl GULPS .She pushes him out onto the beam .Carl steels his courage . He puts on his goggles , starts forward . and FALLS through the floor .

Carl in bed , reading a book by flashlight , his arm in a CAST . Into the room floats Carl 's lost BLUE BALLOON . Carl jumps and CALLS OUT in fright .A head pops up from outside the open window .Carl SCREAMS , hitting himself in the face with the cast .Ellie climbs in the window .

The two hunker under a blanket tent with a flashlight . Ellie whispers , as if to protect a National Secret .Carl 's eyes widen in alarm .Carl nods .Carl crosses . Ellie unveils .It 's a reused photo album with the words `` My Adventure Book '' written across it . She opens it to a photo of Charles Muntz .Carl smiles excitedly .She turns the page to a map .She turns to an engraving of a large waterfall . A small hand - drawn picture of Ellie 's clubhouse is glued to the top .Carl GASPS in horror .She flips through her book , revealing a page marked , `` STUFF I 'M GOING TO DO . '' Past that , the pages are blank .Ellie closes the book , disappointed . Carl has a thought . He looks at his toy dirigible .Carl does .Carl shakes his head `` no . ''Ellie hops up and jumps out the window .She pops back in .Carl looks out the window after her in amazement . He rests his head on his balloon .The balloon pops .

FLASH ! A photo is taken of the wedding couple : Carl and Ellie , now 19 . She jumps at him and gives him a big kiss . Ellie 's side of the church erupts like wild frontiersmen . A gun shot is fired in the air . Carl 's side , rigid puritans in black , clap politely .

Carl carries her past a `` SOLD '' sign . It 's the same house where they met as kids .

They push two chairs into place side by side in the living room .

Ellie finishes painting `` Carl & Ellie '' on their MAILBOX . Carl leans in to admire her work but leaves a messy paint handprint on the mailbox ! Oh well ; Ellie adds her handprint as well . They smile .

Their house now matches Ellie 's colorful CLUB HOUSE DRAWING from her childhood Adventure Book .

They run up a hillside together . They lie side by side on a picnic blanket . She describes the clouds . He watches as a cloud transforms into a turtle . Carl closes his eyes and smiles . He 's lucky to be with her .

Ellie emerges from the South America House , dressed in her Zookeeper 's uniform . Carl shows off his new BALLOON CART and uniform . Behind him the balloons lift his cart off the ground . Carl jumps to catch it . She giggles .

Carl and Ellie sit side by side in their chairs , reading . Without looking up from their books , they hold hands .

Again at their picnic spot , they watch clouds . Ellie sees an elephant with wings . Carl gives it a try and points out a BABY . Ellie lights up , excited . She sees ALL the clouds as babies ! Carl is stunned . but smiles .

Ellie finishes painting a wall mural of a stork carrying a bundle in its beak . Carl hangs a mobile above the crib .

Carl touches Ellie 's shoulder as the doctor explains . Ellie drops her head in her hands .

Carl looks out the window . Ellie sits alone under a tree , the wind in her hair .

Carl joins Ellie . He hands her the Adventure Book . She smiles .

Ellie paints a MURAL of their house atop Paradise Falls over the mantle . Carl organizes a compass , map , binoculars , and native bird figurine beneath the painting . It 's their shrine to Adventure .

Carl sets A JAR on a table , `` PARADISE FALLS '' written on it . Ellie drops in a few coins . She looks at Carl and crosses her heart . Carl crosses his . A SERIES OF SHOTS The jar slowly fills as Carl and Ellie toss in spare change . Their car blows a tire . The two stand by the jar , reluctant . Carl BREAKS the jar . New tire . Carl in the hospital with a broken leg . Breaking jar . A storm rages . A tree falls , crushing the roof . Breaking jar .

Carl struggles to tie his tie . Ellie helps . They walk out the front door arm in arm .

Ellie struggles to tie Carl 's tie as they rush out the door . A SERIES OF SHOTS as Ellie straightens Carl 's ties . Stylish 1950 's ties . Wide 60 's ties . Paisley 70 's ties .

Carl in his 60 's . They still work happily side by side at the zoo . Carl 's cart lifts off the ground . He casually leans an elbow on it .

Carl and Ellie dance in the evening candlelight . The PARADISE FALLS JAR sits off to the side , now dusty and forgotten .

Carl cleans the inside of the window . Ellie cleans the outside .

Carl vacuums the Adventure Shrine on the mantle . Carl smiles at a photo of Ellie as a child , wearing her flight helmet and goggles . He looks up at the mural of their house at Paradise Falls . His smile fades . Behind him , Ellie sweeps the floor . Their dream has gone unfulfilled . Carl has an idea .

Carl hurries excitedly up picnic hill . He hides the airline tickets in his basket . Behind him , Ellie falters and falls . She tries to get up but falls again . Something is wrong . He runs to her .

Ellie lies in a hospital bed . She looks through her ADVENTURE BOOK . A BLUE BALLOON floats in to the room . Carl stands at the door . He smiles and walks to her bedside . Ellie pushes her Adventure Book toward him . She weakly pats his cheek and adjusts his tie . He kisses her on the forehead .

Carl walks into the house , holding a single blue balloon . FADE TO BLACK .

An ALARM CLOCK BUZZES . An aged hand shuts it off and picks up the nearby glasses . CARL sits alone in his double bed . He rubs his face . GRUNTS . He gets out of bed , STRETCHING , GRUNTING and CRACKING BONES . He grabs his cane , with four tennis balls stuck to the bottom spokes .

Now dressed , Carl rides his ELDERLY ASSISTANCE CHAIR down the staircase . This takes a LONG , LONG time . Three quarters of the way down , the chair stops . He bangs the armrest and the chair restarts .

Carl cleans the window with a cloth . His lonely reflection stares back at him .

Carl looks in the hall mirror . He puts on his hat and considers his reflection . He straightens his GRAPE SODA PIN .

Many LOCKS are heard unlocking from inside . The door opens , but bangs against the safety chain . Carl GRUMBLES in frustration . Carl opens the door , walks out onto his porch , pulls the door shut , and looks as if he 's about to go somewhere . He sits in his porch chair .

Carl 's house is the lone surviving square on the block not under construction . Machinery and workers circle busily . High rise buildings are being erected all around .

Carl looks at the activity around him .Carl walks to the mailbox . He touches Ellie 's faded HANDPRINT and smiles . He looks through the mail . He sees a SHADY OAKS RETIREMENT VILLAGE pamphlet full of images of happy old people . Carl scoffs .Carl notices DUST on his mailbox .He pulls up a LEAF BLOWER . He revs it and blasts off the dust . TOM , the CONSTRUCTION FOREMAN , notices .He points across the lot to a business man in a suit talking on a cell phone - the REAL ESTATE DEVELOPER .The leaf blower blasts off his hat .Tom hands Carl his MEGAPHONE .Tom grabs the megaphone .Carl walks to his front door .Carl SLAMS the door .

No. Yes. Tell your boss over there that you boys are ruining our house.

Well just to let you know, my boss would be happy to take this old place off your hands, and for double his last offer. Whaddya say to that?

Bird. Beady eyes. Every night it sneaks in my yard and gobbles my poor azaleas. I'm elderly and infirm. I ca n't catch it. If only someone could help me.

Oh, I do n't know, it's awfully crafty. You'd have to clap your hands three times to lure it in.

I'll meet you at the van in just a minute. I. want to say one last goodbye to the old place.

We'll get you down, find a bus stop. You just tell the man you want to go back to your mother.

There. That ought to do it. Here, I'll give you some change for bus fare.

We made it. We made it! Russell, we could float right over there. Climb up. Climb up!

What? That's it?! I came all this way just to get stuck at the wrong end of this rock pile? Aw, great!

Now, we're gon na walk to the falls quickly and quietly, with no rap music or flash - dancing.

We have three days, at best, before the helium leaks out of those balloons. And if we're not at the falls when that happens.

Hey, let's play a game. It's called : `` See who can be quiet the longest.''

Oh, for the love of Pete. Go on into the bushes and do your business.

Go on, get out of here. Shoo! Go annoy someone else for a while.

Russell, do n't touch that. It could be radioactive or something.

Yes! Take it! And on the way, learn how to bark like a real dog!

I'm stuck with you. And if you two do n't clear out of here by the time I count to three -

Wait, are n't you `` Super Wilderness Guy?'' With the GPM's and the badges?

Hey, uh, why do n't you get some sleep. Do n't want to wake up the traveling flea circus.

We're not actually going inside the `` Spirit of Adventure'' itself?!

Oh my Ellie would have loved all this. You know, it's because of you she had this dream to come down here and live by Paradise Falls.

We do n't want to take advantage of your hospitality. Come on Russell.

This is crazy. I finally meet my childhood hero and he's trying to kill us! What a joke.

I am not your master! And if you had n't a shown up, none of this would have happened! Bad dog! Bad dog!

Now, whether you assist me or not, I am going to Paradise Falls if it kills me.

Can you stay? Well, you're my dog are n't you? And I'm your master!

Russell, for assisting the elderly, and for performing above and beyond the call of duty, I would like to award you the highest honor I can bestow : The Ellie Badge.

The door opens . A Wilderness Explorer stands , reading from a Wilderness Explorer Manual . He is in uniform , complete with sash , neckerchief , hat , and an enormous backpack stuffed with every piece of equipment there is . This is RUSSELL , age 8 . Russell , nose buried in his MANUAL , reads to Carl .As he finishes the script , Russell smiles up at Carl .Carl closes the door in Russell 's face .

`` Good afternoon. My name is Russell. And I am a Wilderness Explorer in Tribe 54, Sweatlodge 12. Are you in need of any assistance today, sir?''

See these? These are my Wilderness Explorer badges. You may notice one is missing. It's my Assisting the Elderly badge. If I get it I will become a Senior Wilderness Explorer!

It's gon na be great! There's a big ceremony, and all the dads come, and they pin on our badges.

I found the snipe and I followed it under your porch, but this snipe had a long tail and looked more like a large mouse.

`` Paradise Falls : A Land Lost in Time.'' You going to South America, Mr. Fredricksen?

You know, most people take a plane, but you're smart because you'll have all your TV and clocks and stuff.

Wow! This is great! You should try this, Mr. Fredricksen! Look, there's a bus that could take me home two blocks away!

I know that cloud, it's a Cumulo Nimbus. Did you know that the Cumulo Nimbus.

warm air goes by cool air, and the airs go by each other and that's how we get lightning.

Mr. Fredricksen, there's a big storm coming. It's starting to get scary. We're gon na get blown to bits! We're in big trouble, Mr. Fredricksen!

After you tied your stuff down you took a nap, so I went ahead and steered us down here.

Oh we're in South America all right. It was a cinch, with my Wilderness Explorer GPS.

My dad gave it to me. It shows exactly where we are on the planet. With this baby, we'll never be lost!

Whoah, that's gon na be like a billion transfers to get back to my house.

This does n't look like the city or the jungle, Mr. Fredricksen.

Hey, if I could assist you over there, would you sign off on my badge?

Yeah, after all, we weigh it down. We could walk it right over there. Like a parade balloon.

This is fun already, is n't it? By the time we get there, you're gon na feel so assisted. Oh, Mr. Fredricksen, if we happen to get separated, use the Wilderness Explorer call. Caw caw, raaar!

Do n't be afraid, little snipe. I am a Wilderness Explorer so I am a friend to all of nature. Want some more?

Come on. Do n't be afraid little snipe. Nice snipe. Good little snipe. Nice.

Uh - oh! No no no no no Kevin, it's okay. Mr. Fredricksen is nice!

Can we keep him? Please? I'll get the food for him, I'll walk him, I'll change his newspapers.

`` An Explorer is a friend to all, be it plants or fish or tiny mole.''

Alright, here goes. I never actually built a tent before. There. I said it.

But he promised he'd come to my Explorer ceremony to pin on my Assisting the Elderly badge, so he can show me about tents then, right?

Mr. Fredricksen, Dug says he wants to take Kevin prisoner. We have to protect him!

This was her favorite chocolate. Because you sent her away, there's more for you.

You know what, Mr. Fredricksen? The wilderness is n't quite what I expected.

It's kinda. wild. I mean, it's not how they made it sound in my book.

My dad made it sound so easy. He's really good at camping, and how to make fire from rocks and stuff. He used to come to all my Sweatlodge meetings.

And afterwards we'd go get ice cream at Fentons. I always get chocolate and he gets butter - brickle. Then we'd sit on this one curb, right outside, and I'll count all the blue cars and he counts all the red ones, and whoever gets the most, wins. I like that curb.

That might sound boring, but I think the boring stuff is the stuff I remember the most.

Carl listens through the door . Is the kid gone ? He opens it .Russell stops . but goes back to reading .Carl swings the door shut , but a small camping boot stops it .Carl opens the door . Russell stands at attention .Russell points to his SASH . It is covered with badges except for one glaringly empty space .Russell makes the Explorer Sign : his thumbs form a `` W '' , his fingers the `` wings '' of a bird , then the `` claws '' of a bear .This sets Carl 's hearing aid off . Carl GRUMBLES in pain .Carl leans in close to Russell .Russell runs down the block clapping and calling .Carl rolls his eyes and begins to close his door . He stops short . A large truck is backing up , getting dangerously close to ELLIE 'S MAILBOX .The truck hits Ellie 's mailbox , crushing the front . Carl is shocked . He runs to the box .The worker bangs on the mailbox , trying to fix it .Carl grabs the mailbox , trying to wrestle it from the worker .Carl HITS the worker with his cane . He falls to the sidewalk . The worker rubs his head . Blood . Carl backs up toward his door , cradling his mailbox . What has he done ? Passerbys stare . Workers gather , as does the REAL ESTATE DEVELOPER . Carl backs into his house .

Carl shuts his door . He closes the curtains . He peeks out the window . The injured worker is helped to his feet . A police car pulls up . The Real Estate Developer looks toward Carl 's house . His hand rests on Carl 's fence .

A GUARD opens the door . Carl enters . The REAL ESTATE DEVELOPER watches him enter .

A Police Officer drops Carl at his front gate .She hands him a pamphlet for SHADY OAKS RETIREMENT VILLAGE .The officer drives off , leaving Carl alone . Carl faces the house . He touches Ellie 's dented mailbox .

Sorry Mr. Fredricksen. You do n't seem like a public menace to me. Take this.

The guys from Shady Oaks will be by to pick you up in the morning, okay?

All is quiet but the slow ticking of the clock . The empty hall . The front hall mirror . The kitchen .

Carl pulls out a suitcase . A book tips over . Ellie 's Adventure Book .

Carl sits in his chair slowly paging through the book . He turns to the page marked `` STUFF I 'M GOING TO DO . '' He closes the book and sighs . Carl looks at the Adventure Shrine , and the PAINTING of their house by Paradise Falls . He holds the Shady Oaks pamphlet . Carl 's brows furrow . He looks up at the shrine , and crosses his heart .

A SHADY OAKS RETIREMENT VILLAGE van pulls up . Nurses GEORGE and A.J. walk to Carl 's door and KNOCK . Carl answers , holding a suitcase .Carl hands over his suitcase .Carl closes the door . Rather sharply . The nurses head back to the van .Empty helium tanks are strewn on the front lawn .A SHADOW falls over the nurses . They turn to look . A giant tarp rises behind Carl 's house . It unfolds to reveal THOUSANDS OF BALLOONS . The balloons rise up like some massive multi - colored cumulus cloud forming a thunderhead above the house . Strings tug at the chimney . The house strains . Pipes bend , then break . Electrical wires spark and snap . The house rips away from its foundation . The nurses duck and YELL as the house soars over them . Carl looks out the window and LAUGHS .

Typical. He's probably going to the bathroom for the eightieth time.

Balloons spill colored light into a little girl 's room as the house floats past .

Carl waves at a high - rise window washer , who tentatively waves back . The house crests the top of a building , drifting over and away from the city . Carl looks out his window . Good riddance .

Sails made from stitched - together curtains emerge from the windows and billow in the wind . Carl steers using ropes attached to the weather vane .

The house turns . Carl looks out the window , satisfied . He checks the balloons .

Carl kisses a photo of Ellie .Carl kneels at the fireplace and plunks the balloon strings tied to the grate . He CHUCKLES and settles into his chair . He closes his eyes and smiles . SHADOWS move gently across the fireplace mantle .

Carl relaxes in his chair . KNOCK KNOCK KNOCK .He stares at the front door . Nothing .KNOCK KNOCK KNOCK . He bolts up and approaches the door . He looks out the peep hole . Nothing but the porch and clouds . He throws it open .

Nothing . He looks left . Nothing . He looks right . Russell . He looks . Russell ?!Russell is plastered up against the wall , terrified and holding on for dear life .The flag on Russell 's backpack blows off and falls through the clouds .Carl slams the door , leaving Russell alone . Beat . The door opens again .Russell runs into the house past Carl .

Russell PANTS , panicked . He looks into living room .Carl follows Russell into the living room . Russell chuckles and points at the photo of young Ellie .Russell finds Ellie 's house drawing sitting on the pages of the open atlas .Carl takes the page and puts it in his pocket .Russell runs over to the steering rig .Russell steers and the house tilts , knocking Carl back and forth .Russell looks out the window in front of him .

Russell and Carl arrive at the window .That gives Carl an idea . Carl lowers Russell on a rope below the floating house .The rope slips through Carl 's hands . Russell FALLS . Carl stands beside Russell at the window . Russell 's fall had been a daydream .Carl leaves Russell at the window .

GRUMBLING , Carl kneels at the fireplace to cut a few balloon strings with his housekeys .Carl turns off his hearing aid . Silence . He smiles . Russell tries to get Carl 's attention . A storm is brewing in the distance .A huge lightning bolt flash lights up the room . Carl turns on his hearing aid .

The tiny house is heading for a MASSIVE STORM . Carl STRUGGLES to steer the house away but is blown into the storm . The steering mechanism recoils and sends Carl flying . Plates fall from the walls and furniture slides as the house is rocked in the storm . Russell 's backpack slides toward the front door .Russell HOPS on top of the backpack .The pack slides toward the OPEN FRONT DOOR . Russell screams . He 's about to slide out when the house tilts and the door swings shut . The Paradise Falls jar rolls past Carl . He chases after it . Ellie 's chair slides across the room . Carl gasps and runs to protect it . The photo of Ellie rocks and slides off the wall . Carl lunges to catch it .

The storm rages . The house is tossed into the storm clouds . All goes black .

Carl is asleep . A finger pokes Carl 's face . Nothing . The finger pokes Carl 's face again . Carl WAKES UP .Carl STRUGGLES to rise from the pile of Ellie 's things he 'd been protecting .

Russell holds up his WILDERNESS EXPLORER GPS UNIT .Russell gestures , tossing the unit out the window .

Carl and Russell watch the tiny GPS unit descend into the clouds .

Carl and Russell stand on the porch as the house moves down into and through the thick , dark clouds .Something flashes by them in the fog . Carl leans forward .Another dark object whooshes past them . Carl ducks .A brief view of rocks directly below them . Carl GASPS .

BAM ! The house CRASHES into the ground . Russell and Carl fly off the porch and onto the ground . They land hard . Carl 's house is floating away ! Carl runs after the GARDEN HOSE dragging across the ground .Carl grabs the hose and is PULLED UP in the air .Russell JUMPS onto Carl 's leg and the extra weight pulls them to the ground .Carl and Russell slide toward the edge of a CLIFF EDGE .They slide toward the edge . and stop . The drop is thousands of feet . Carl is TERRIFIED .Russell PULLS Carl by the leg away from the cliff edge . Carl , still hanging from the hose , looks around . Fog blankets the mysterious landscape , revealing only scattered rocks .The wind picks up and they STRUGGLE against it .The wind clears the fog , slowly revealing a crescent shaped , flat - topped mountain on which they stand . Across it , some ten miles away , is PARADISE FALLS . Carl stares . He ca n't believe it .The landscape is stunning . Carl shows Russell the engraving with the Ellie drawing of the house atop the falls .Russell CLIMBS Carl , stepping on his leg , arms , and face .The hose jiggles as Russell CLIMBS out of frame .Russell continues to grunt and strain off screen .Russell is just inches above Carl , still STRUGGLING to climb . He slides down onto Carl 's head , exhausted .Carl paces .Carl considers this .

The house floats against the sky . The hose descends from the house and `` Y `` s to tie to both Carl and Russell . They wear the hose like a harness , pulling the house as they walk .Russell inspects his surroundings .Carl ROLLS HIS EYES . He looks up at the house .Russell looks up at the house . Who 's Carl talking to ?The WILDERNESS EXPLORER CALL sets off Carl 's hearing aid .They head toward Paradise Falls , some 10 miles away .

Mist hangs ominously over a rocky landscape . Something tall blasts through a maze of rocks . Two dark shapes are chasing the prey . Each has a light . Hunters .

The prey dodges various TRAPS , one after another . A metal cage slams shut , a hidden net , darts on a trip wire . The prey runs into a clearing surrounded by rocks : a dead end .

The hunters surround the prey , stepping out into the light : a sinister Doberman Pinscher , a Rottweiler , and a bulldog , each wearing large , HIGH - TECH COLLARS . They surround the prey . Escape looks impossible . WOOSH ! The bird moves impossibly fast , jumping over the three dogs and escaping in a flash . The dogs head off in pursuit . A HIGH PITCHED SQUEAL stops the dogs short , their ears wincing in pain . They whimper and run off .

Carl steps out from behind a shrub . The SQUEALING is in fact his HEARING AID .Russell plods forward , dragging his feet .Russell goes limp and lies face down in the dirt .Russell rolls over to show Carl a badge .Somehow energized , Russell jams his pack into Carl 's hands , secures his rope to a tree and tromps off into the shrubs . He goes into the woods carrying a small shovel in one hand and a pile of leaves in another .Carl waits , standing by the tree his house is tied to .Beat .Carl covers his ears .

Russell pats down a mound and SIGHS in satisfaction . He is about to return to Carl when he spots some TRACKS .Russell follows the tracks into the dark jungle , clapping .The footprints continue for a time , then stop .Russell munches on a chocolate bar . Something RUSTLES in the bushes behind him . He turns to look . Behind him , A BEAK takes a nibble of the chocolate and zips out . Russell turns . Nothing there . Another nibble ! Zip !Russell peers into the shrub .Russell holds out the chocolate . The beak pokes out and nibbles .The beak zips back into the bushes .A massive shadowy creature rises up over Russell .

Carl checks the knot on his hose harness . Russell and the massive creature step up behind him .Carl turns to look . Next to Russell stands a 13 foot tall , multicolored BIRD . Carl SCREAMS .Carl grabs Russell , pulling him away from the bird . The bird HISSES at Carl and grabs Russell back . It cradles Russell like a baby .Russell GIGGLES . Carl pokes at the bird with his cane , trying to scare it off .The bird HISSES . It takes Russell up into a tree , swinging him around playfully . It looks scary and fun .The bird grooms Russell .Carl pokes the bird with his cane .The bird sets Russell down . It stalks Carl , HISSING and ruffling its feathers .Russell pats Carl on the head .The bird pats Carl on the head with its beak .Carl waves his cane . The bird eats it .The bird chokes and the cane comes back up .Carl shoos the bird away . The bird mimics him .GRUMBLING , Carl gives up and throws his hands in the air . The bird mimics this as well .Russell points up to the roof of Carl 's house .The bird is on Carl 's roof . It swallows a balloon . It POPS . The bird coughs up the deflated balloon . Russell GIGGLES .The bird jumps down and hides behind Russell .The bird HISSES at Carl .

Carl and Russell pull the house through the mist . Russell discreetly drops chocolate pieces along their trail . The bird follows , eating .It `` hides '' behind a rock , still totally visible .The bird dashes away .Carl and Russell look around . In the midst , some 100 feet away , they see the FIGURE OF A MAN .Carl walks toward the man .Carl stops .As they get closer , they realize the man is in fact a ROCK .Russell GIGGLES .Russell points to another rock shape .Sure enough .The `` rock '' walks forward .The dog nuzzles Russell , who nervously pets it .The dog sits .The dog raises his paw and Russell shakes it .Carl and Russell freeze .Carl JUMPS back .Dug jumps up on to Carl .Dug wears a high - tech collar . The dog 's thoughts come out of it as words through a speaker . It can talk . Unfortunately , it talks non - stop .Dug stares transfixed at a tree . False alarm .He inspects the collar and twists a dial .Dug sniffs the ground around Carl and Russell .BAM ! The bird tackles Dug and HISSES .Dug BARKS .Dug HOWLS . The bird HISSES at Dug .Russell falls to his knees , pleading .Carl grabs Russell . The bird follows , as does Dug .

My master made me this collar. He is a good and smart master and he made me this collar so that I may talk - SQUIRREL!

I am a great tracker. My pack sent me on a special mission all by myself. Have you seen a bird? I want to find one and I have been on the scent. I am a great tracker, did I mention that?

Hey, that is the bird! I have never seen one up close but this is the bird.

That is the darndest thing I've ever seen! You're not after my bird, are you? But if you need to borrow a cup of sugar, I'd be happy to oblige!

I am here with the bird and I will bring it back and then you will like me. Oh, got ta go.

That man there says I can take the bird and I love that man there like he is my master.

She has been gathering food for her babies and must get back to them.

Oh, yes. Oh, yes. Since I have said that, I can see how you would think that.

Uh, tomorrow. Come back tomorrow and then I will again have the bird. Yes.

Hey, I know a joke. A squirrel walks up to a tree and says I forgot to store acorns for winter and now I am dead. Ha! It is funny because the squirrel gets dead.

Footprints . A dog 's nose follows the tracks . This is GAMMA , a bulldog .A second dog : BETA , a Rottweiler .ALPHA , a Doberman pinscher , sits with his back to them .Alpha 's voice is high and squeaky , as if he 's breathed in helium .Beta and Gamma look at each other .Beta and Gamma LAUGH . Alpha turns . They stop laughing .All three dogs look for the squirrel . False alarm .Beta and Gamma SNICKER derisively .Alpha powers up a video screen on Beta 's collar .The screen shows ground moving past : the view from Dug 's collar .The screen view adjusts to see the bird . It hisses .On the collar screen , the dogs get a fleeting glimpse of a boy 's face . It 's Russell .The video screen goes blank . The dogs BARK excitedly .Alpha pushes a button on Beta 's collar . A TRACKING DEVICE locates Dug .The dogs sprint off into the jungle .

Wait a minute, wait a minute! What is this? Chocolate. I smell chocolate.

Ah man, Master will not be pleased. We'd better tell him someone took the bird, right Alpha?

Find the scent, my compadres and you two shall have much rewardings from Master for the toil factor you wage.

Hey Alpha, I think there's something wrong with your collar. You must have bumped it.

Mayhaps you desire to challenge the ranking that I have been assigned by my strength and cunning?

Yeah, I wonder if he's found the bird on his very special mission.

Do not mention Dug to me at this time. His fool's errand will keep him most occupied, most occupied indeed. Ha ha ha. Do you not agree with that which I am saying to you now?

Sure, but the second Master finds out you sent Dug out by himself, none of us will get a treat.

You lost it. Why do I not have a surprised feeling? Well, at least you now have lead us to the small mailman and The One Who Smells of Prunes.

Master will be most pleased we have found them, and will ask of them many questions.

Allow no one to be entering through these doors. Guard well that bird, my minions.

The bird drags Dug , still clamped onto it 's leg .The bird HISSES .The bird tries to shake Dug off its leg . Dug jumps up on it .Russell tries to separate them , which pulls on Carl 's tether .Carl pulls on the tether , knocking Russell over . Carl falls , pulling the house into a tall rock . SMASH ! Carl GASPS . He turns his anger to the group .Dug sees the tennis balls on Carl 's cane .Carl pops off one of the tennis balls .Carl throws the ball far away . Dug chases after it .Carl grabs some chocolate and waves it at the bird .Carl THROWS the chocolate . The bird runs after it . Carl grabs Russell and runs .

Carl and Russell crossing the river balance on rocks . Carl slips and his foot goes into the water .

Carl pushes through thick jungle leaves . BUGS buzz around him .

They climb over a ridge . Dug and the bird are nowhere in sight . Carl sits down on a rock , BREATHING HARD .He turns . Dug . With the ball in his mouth .Carl turns the other way . The bird . It HONKS at him . Dug drops the slobbery ball on Carl 's lap .

A clap of thunder . Lightning flashes reveal rain pouring down on the house . Beneath it , Carl and Russell are kept dry , sitting around a pathetic flickering campfire . Carl looks at Dug , asleep , wrapped around the bird 's leg . He rolls his eyes and looks up at the house .Russell struggles to set up the tent . He reads his manual .Carl ROLLS HIS EYES at Russell 's ineptness .Russell struggles with a tent pole , trying to winch it into place . Carl ca n't watch . An off screen SMACK ! Russell walks to Carl . Miraculously , he looks unscathed .Russell turns , revealing a large RED WELT on his face .The tent pole springs loose , catapulting the tent over the cliff .Carl realizes he put his foot in it .The two sit silently together , watching the fire .Carl studies Russell 's sad optimism . He looks at the missing badge on Russell 's sash .Dug nuzzles around the sleeping bird 's leg .Russell YAWNS and lies down on the rock next to Carl .Carl looks down at Russell .Carl sits at the campfire , the others asleep . He shakes his head and looks up at the house .

A frog sits next to Carl 's glasses . It CROAKS . Carl 's hand smacks it like an alarm clock . The frog hops away . Carl rises , looking up at the house .The balloons on the house are wilting .He scans the camp . The bird is gone .Russell sits up with a SNORT .Dug crazily searches and sniffs , looking for the bird .Dug goes rigid like a pointer dog and `` points '' to the left .Russell points to the right . The bird is on top of Carl 's house . Dug turns around .The bird has gathered a pile of food on Carl 's roof .In the distance , BABY BIRDS call out . The bird CALLS back .The bird gobbles the food and jumps off the roof .Miles off is a huge grouping of rocks ; the LABYRINTH . The baby birds call from somewhere inside .The bird `` hugs '' Russell goodbye and pats Carl on the head with her beak . She HISSES at Dug .The bird hurries off toward the labyrinth . Carl gathers up the hose tether .

The bird rounds a corner and hears rustling in the bushes ahead . She scampers back toward the house .

Russell chews on some chocolate .Carl rolls his eyes and SIGHS . They hear rustling from the bushes behind them .Beta and Gamma , run toward Carl and Russell , viciously barking and growling . Carl protects Russell with his cane . Dug is conflicted . Alpha walks forward and stares menacingly at Carl . He turns toward Dug .Alpha BARKS angrily .Carl and Russell look at Dug . He turned on them ! Dug shamefully lowers his head .Gamma and Beta BARK fiercely at Carl .The dogs lead Carl and Russell like prisoners . Dug follows . The house is pulled after them , and on the roof : THE BIRD .

Alpha leads Carl and Russell through a canyon . Dogs patrol the tops of the canyon walls . Four more large dogs join the group . Carl and Russell watch warily and continue their march . They round a bend . Before them is a MASSIVE CAVE OPENING .

The house and balloon canopy are dwarfed as the group approaches the huge cave opening . DOZENS OF DOGS step out of the cave . Carl and Russell stop . More dogs approach from the side . Every way Carl turns there are more dogs ! Growling and snarling , the dogs surround Carl and Russell . Closer . closer . From the darkness a voice :The dogs stop . A figure peers out from the darkness . It examines Carl , Russell , and the floating house .The man laughs . Carl and Russell laugh along nervously .The dogs LAUGH uproariously at the man 's joke .The figure walks out toward Carl into the light . Carl recognizes him !Muntz gives him the `` thumbs up . ''Carl GIGGLES with glee .Carl rushes to shake Muntz 's hand . Muntz is charmed .Muntz LAUGHS at his joke . Carl joins in .The dogs CHEER .Muntz walks into the cave . Carl and Russell excitedly follow .

Follow me! I like you temporarily. You do smell like prunes. I will not bite you.

Master! He's gone! The old man! He's here! He's got the bird! The bird's gone!

Carl 's eyes adjust to the dark . Muntz 's dirigible the `` Spirit of Adventure '' is tethered in the cave .Muntz gestures to a pylon , where Carl ties off the house . Muntz and the dogs walk up the gangplank of the dirigible .Carl GIGGLES like a little boy .Carl and Russell follow up the ramp .Dug follows , but is blocked by Alpha and Beta .Dug WHIMPERS .

Alpha , Gamma and Beta walk into the dirigible . Dug sits forlornly with a PLASTIC CONE around his neck .

Carl and Russell are speechless as they walk into the room . It 's a treasure trove of giant skeletons , stuffed creatures , and rare cultural artifacts . Various servant dogs dust and polish as Muntz leads Carl and Russell through the room .A dog approaches carrying a menu . Muntz waves it off .Muntz LAUGHS . Behind him , a dog ca n't resist gnawing at one of the bones .A dog approaches with a bottle of champagne in his mouth . Muntz glances at the bottle .Two dogs work together to remove the cork from the bottle . POP ! They sloppily pour two glasses .Muntz and Carl LAUGH . Alpha interrupts .Russell reacts .Muntz LAUGHS .

Muntz leads Carl and Russell into the dining room and up to a large table .Dogs pull back chairs for them . They sit . Dog waiters place napkins on their laps .Dogs bring out covered plates , look at each other , and remove the silver plate covers at the same time . The meals look delicious .Russell is served a hot dog . His waiter ca n't resist and eats a bite .Another dog pours some juice then takes a big slurp from his glass .Carl looks around , still enthralled .He gestures toward HIS HOUSE , tethered outside the porthole window .The dogs erupt into excited barking .In the excitement a dog swipes the rest of Russell 's hot dog .Muntz picks up a lantern and walks to the back of the room .The lantern illuminates photographs , drawings , samples , feathers . Hundreds of them . all of THE BIRD . Kevin . This is Muntz 's obsession . He looks over to a full size skeleton .Muntz is lost in reverie .Distracted Russell finally notices the skeleton .Muntz and Alpha exchange glances .Russell holds up a chocolate bar to show Muntz .Carl swipes the chocolate from Russell and pockets it .Muntz stares . He walks to a table full of flight helmets .Using his cane , Muntz topples a helmet from the table . It rolls across the floor .Muntz topples another helmet . He lifts a third to show Carl .He drops the helmet . It rolls to Carl 's feet .Carl glances around nervously . Out the window , sitting on the roof of his house , sits THE BIRD !Carl gets up and pulls Russell from the table .Carl leads Russell toward the door .Muntz follows behind them slowly , menacingly .Carl pulls Russell along , Muntz following behind like something out of a bad dream .A distant HAUNTED WAIL . Everyone stops .Muntz walks to the window and looks out . Atop the roof he sees THE BIRD .He turns back to Carl . but they 're gone .

Carl and Russell untie Carl 's house from the pylon .Dogs descend down the ramp behind them .Carl and Russell run toward the cave opening . Dogs block the cave opening . Carl stops short .Dug points to a tunnel opening deeper inside the cave . Carl and Russell run toward him . The cave leads to a steep incline . The dogs are getting closer . There 's no choice but to JUMP . The lift from the overhead balloons allows Carl and Russell to leap down the incline , like astronauts .Dogs climb down the rocks , closing in on Carl and Russell . The bird sees the dogs . She jumps off the house and lifts Carl and Russell on her back . She runs through the cave , towing the house behind her . Russell and Carl HANG ON for dear life . BANG BANG BANG ! Balloons pop as they scrape across the ceiling . The house lowers . Ahead , a giant rock sits in their path . Carl tugs at the house but it CRASHES against the rock , pulling Russell onto the ground .Dragging on the ground , Russell gets BUMPED around badly .

The dogs close in on Russell . Alpha bites at his heels . Carl fends off Alpha with his cane .Alpha is about to bite when an avalanche of boulders rains down ! The dogs stop short . Carl looks back as the bird keeps running . Dug is up on the canyon wall . He caused the avalanche !Dug jumps down to block the path of the approaching dogs .The dogs run around Dug . Alpha bites Dug by the neck and throws him out of the path . The bird carries Carl , Russell dragging along behind . She rounds a corner . Russell SWINGS OUT over the abyss . The bird jumps from rock spire to spire . Russell swings back and forth wildly in the air .Russell does the WILDERNESS EXPLORER CALL .Carl holds out his cane so that Russell can GRAB it and Carl PULLS him back onto the bird . Meanwhile Dug manages to rejoin his friends , but just in time to reach the end of the line - A CLIFF EDGE . A river winds 100 feet below . Carl looks above to see the house 's momentum pulling forward .Carl grabs onto Kevin and picks Dug up by the collar . Just as the dogs reach our gang , the house 's momentum carries them across the chasm . Alpha bites the bird on the leg but is kicked loose and falls into the river below . Carl LANDS HARD but safely across the river chasm . The dogs are stuck on the other side . Carl painfully gets up . He looks up at his house . It 's still intact . He breathes a SIGH OF RELIEF .The bird tries to stand but SQUAWKS pitifully and falls back to the ground . Russell rushes to her side . The bird 's leg has been injured badly by the dog bite . She ca n't stand . Russell applies a bandage . From the distant labyrinth of rocks , the BIRD BABIES call . Kevin CALLS back to them . She tries to stand , but ca n't . Russell runs to her side .Carl looks at the bird 's wounds . He looks to the rock maze , then to his house . He knows the right thing to do . And he hates himself for it .

Dripping wet dogs cower in front of a menacing Muntz .Muntz snarls in anger .He leans over a RADAR TRACKING DEVICE .

DUG 'S COLLAR SCREEN powers on , and a signal zeroes in on Dug 's location . Dug , oblivious , looks out over the landscape , sniffing . Carl and Russell peek out from behind a tree .Dug scampers back to Carl and Russell , who pull the house from behind a tree canopy .They pull the house , keeping it hidden behind the trees .The house bumps into a tree , jostling the injured BIRD on the porch .Kevin goes back to sleep . Russell looks at her BANDAGED LEG .Russell smiles at the thought .He looks up at Carl .They walk in silence . Carl understands . The bird babies CALL OUT in the distance . Kevin CALLS BACK .Russell spots the labyrinth , now close by . He tries to run but is pulled back by his tether . LAUGHING , Carl unclips Russell 's tether .Carl ties the hose harnesses to a tree , securing the house . Russell helps Kevin off the porch and the group run toward the labyrinth entrance . Kevin is reenergized by the sound of her babies . She runs off ahead . Carl and Russell LAUGH .Just as they approach the entrance to the labyrinth , a fierce spotlight hits them . MUNTZ 'S DIRIGIBLE lowers overhead .A net shoots out and binds her . She falls and CALLS OUT .The net catches on a rock . Carl and Russell run to her aid .Carl saws frantically at the net .Muntz and his dogs descend from the dirigible . Beside them , a group of dogs drag forward CARL 'S HOUSE . Muntz hurls a lit lantern . Flames burst up beneath the house . Heat waves ripple up . Balloons POP . Carl 's house LOWERS into the fire .

Carl panics . He rushes toward the house , dropping the knife . Muntz motions to the dogs . They swarm past Russell , knocking him down and grabbing the bird in the net .Carl pulls his house away from the flames . The bird CALLS OUT plaintively as the dogs drag her into the dirigible . Muntz follows the bird up the ramp of the dirigible .Russell runs after the dogs , but the gangplank closes . The dirigible flies off .Carl beats out the flames with his jacket . He extinguishes the flames . Carl collapses on the side of his house .Dug slinks off , tail between his legs . Carl angrily puts on the harness .He walks off . Russell falls in behind . An angry dawn breaks .

Now barely aloft , Carl pulls the house across the rocky landscape . Russell 's harness drags along side , empty . Russell walks behind .

With the last of his energy , Carl drags the house into place . The house groans as it comes to rest . Carl drops the hose harness and walks to the edge of a cliff .

He looks over . He 's finally made it : Paradise Falls . Torrents of water careen over the massive cliff edge . Carl takes out Ellie 's childhood drawing . Next to him stands the real house , just like Ellie wanted .Behind him , Russell throws his sash on the ground .Russell walks away . He sits on a rock , alone . Carl picks up the sash . He walks up the steps of his house .

The door opens . Carl steps in . He 's back in his house for the first time in days .

Carl and Ellie 's things are strewn across the floor , a mess from the rough journey . Carl rights Ellie 's chair , sets the lamp upright , slides the table into position . He pushes their two chairs back into their place . Carl closes his eyes , takes a deep breath , and sits . Quiet . Nothing , save the distant sound of the falls outside . Carl surveys the room . The ADVENTURE BOOK rests on a table near him . He opens it and puts Ellie 's drawing back . He looks through the pages , remembering the newspaper clippings and old photographs , the dreams of young Ellie . He turns to the page marked : STUFF I 'M GOING TO DO . Carl sighs . He managed to bring the house to the falls , but Ellie never made it . He closes the book . But as he does , Carl sees something he had n't before . The blank pages at the end are no longer blank . A WEDDING PHOTO of the two of them . On a picnic . Celebrating birthdays . Another and another . photos of their ordinary life together , the ups and downs . Carl 's face warms . Ellie lived the life she wanted : she saw adventure in everyday life . A photo of the two of them sitting side by side , together , in their chairs . Beneath it , Ellie has written : `` THANKS FOR THE ADVENTURE - NOW GO HAVE A NEW ONE ! LOVE , ELLIE . '' Carl smiles . He looks over to Ellie 's empty chair . On the arm is Russell 's sash . Carl picks it up . He looks to Ellie 's chair . He crosses his heart .

Carl walks from the house and calls from the porch .But Russell is nowhere to be seen . A shadow crosses Carl . He looks up to see Russell floating off , hanging from a BUNCH OF BALLOONS .Russell fires up a LEAF BLOWER and steers himself off into the sky .Carl runs back to his house and tries in desperation to lift it . He struggles , but the house does n't budge . The balloons have lost too much helium . Furious , he THROWS a chair off his porch . It lands atop the mountain rocks with a thud . This gives him an idea . The GRAMOPHONE smashes onto the rocky ground . Chairs , dressers , tables ; Carl throws them all out of the house . Slowly , one corner of the house lifts . Then another . Carl struggles to push a refrigerator from the porch . It teeters . and falls . The house lifts off !The house floats off into the sky , leaving a huge pile of things . Beside it sits Carl and Ellie 's chairs , side by side atop Paradise Falls .

Inside the house , Carl adjusts his steering , scans the skies . KNOCK KNOCK KNOCK . Carl 's eyes go wide .

The door swings open .Dug lunges forward and overwhelms Carl with dog kisses .

Dogs play poker . Behind them , Russell flies past with the leaf blower . They turn to look .

Russell steers wobbly toward an open dirigible window . He smashes into the wall .He tries again and TUMBLES through the window .

Russell releases the balloons and picks up the leaf blower , ready for action .Growling dogs move toward him . Russell blows the leaf blower at the dogs .

Muntz stares into the bird 's cage , mesmerized . She 's miserable and scared .Alpha enters .

Dogs tie Russell to a chair .Muntz enters .Russell blows the leaf blower in Muntz 's face .Muntz grabs the leaf blower and drags Russell out .

Muntz sets Russell down and walks to a control panel .Muntz is about to throw a switch when he looks out the porthole . Flying toward him is CARL 'S HOUSE !Muntz pulls the switch and walks out of the room .Muntz slams the door . Light emerges from the floor . Russell is on the ramp , which is opening . Russell REACTS .

The dirigible turns , revealing Carl 's house sneaking up behind .

Carl steers toward the cockpit . He dons Russell 's sash , then hooks his cane onto his back . He 's fighting for a cause . He hears SCREAMING . It 's Russell ! Tied to his chair , he slides down the ramp as it lowers , closer and closer to the edge .Carl steers his house to the dirigible .

Carl flings the hose , HOOKING it to the ramp railing . Using his cane as a zip line , Carl slides to Russell , catching him just as Russell slides off the ramp edge . They land safely together .Dug winches in the hose caddy , pulling the house closer to the dirigible ramp . Carl carries Russell into the house .

Carl sets Russell , still bound , down in the front hall .Carl leaps back into the dirigible . Dug follows . Russell STRUGGLES against his bonds .

Carl and Dug sneak down a hall . They see dogs ahead and hide .Dug points to a grate in the wall .

Dug leads Carl `` backstage '' through a vent shaft into the dirigible . They sneak past two biplanes .

They emerge through a grate near the ceiling . They look down into the room where the bird is kept in a cage .The bird recognizes Carl and CRIES OUT .Alpha enters , leading a group of dogs . Carl and Dug duck into the shadows and watch unnoticed from above .Dug is lost in ecstacy , chomping on a tennis ball on the end of Carl 's cane .

Carl drops down from the ceiling and stands on the cage . He bangs his cane . All the dogs turn . He grabs a ball from his cane and waves it in the air .Carl throws the ball . The dogs scramble after it .

I'm gon na get there first! Oh gon na get the ball! I'm gon na get it!

The dogs pile into the hallway in pursuit .Gamma catches it .Behind them Carl shuts the door . The dogs realize their mistake .

Muntz scans the horizon . Suddenly the in - ship communicator comes to life .

Russell STRUGGLES to break free of the chair .He manages to get his arms free .Except that all his struggling causes the chair to hop out on the porch and fall off . Russell SCREAMS as he falls . The hose unspools . Russell reaches the end of the hose . Russell grabs onto it and the chair jostles free , falling thousands of feet down . The house drifts away from the dirigible .

The melee of conflicting reports from the dogs continues .On cue , Russell SPLATS into the dashboard window of the control room and SQUEEGEES across , dangling from the hose . Muntz stares , slack - jawed .The house floats off .

Russell clings to the end of the hose , swaying in the wind . What 's that noise ? From beneath the dirigible emerges .

From beneath the dirigible , three spitfire airplanes emerge . As they get closer , it is clear they are being flown by DOGS .The planes fall into formation and fly toward the house .The Dog Squadron Leader bites down on a squeaky bone chew toy that fires poison darts . The biplanes fire and strafe Carl 's house with darts . Russell SCREAMS , swaying beneath it on the hose .

Carl , Dug and the bird escape through the trophy room .Behind the door , Muntz is waiting for them . He grabs a sword from the wall display and attacks . Dug hears and BITES Muntz on the leg . Muntz kicks Dug loose and out the door . He slams it shut .

Locked out , Dug jumps on the door and barks . He hears growling and turns around . There stands Alpha and the other dogs .

Muntz swings his sword at Carl but misses . Carl uses his cane to defend himself . OLD MAN SWORD FIGHT ! Muntz smashes his trophy collection as he swings for Carl . His sword gets stuck in a mounted skeleton . Carl swings his cane and hits Muntz on the head . The tennis balls bounce the cane off Muntz and smack Carl in the face . Muntz pulls the sword free . He raises the sword over his head to strike and his back CRACKS loudly . He 's stuck ! Carl raises his cane over his head and his back CRACKS too . Carl and Muntz STRUGGLE to move . Muntz CRACKS his back free and kicks Carl in the chest , knocking him against a trophy . He has the upper hand now . He throttles him with his arm and lifts his sword .Carl spits his FALSE TEETH at Muntz . He falls backwards . Carl collects his teeth and motions for Kevin .Muntz advances on Carl , who struggles to protect the bird . Muntz is a wild man now , smashing and destroying anything that gets in his way .Carl trips and falls to the floor . Muntz is about to deal the final blow .

Meanwhile Alpha backs Dug into the control panel . He bumps a a LEVER .

Muntz is knocked off balance . He slides to one side . Trophy cases slide after him . The dirigible tilts to the other side . The broken trophy cases barrel straight toward Carl ! Carl is thrown into a window which bursts open . Carl falls through but manages to grab the frame with his cane . He dangles out over open air . He sees the biplanes circling the house , Russell hanging beneath it . The ship corrects again . Carl climbs back inside . Muntz comes at Carl .

Carl climbs the work ladder up the side of the dirigible . He pushes the bird along as he goes . Muntz follows up .

Alpha throws Dug viciously across the room . Alpha throws him again and Dug crashes into the steering wheel , knocking a radar shade off the control panel . Alpha moves in . Dug hides behind the steering wheel .Alpha lunges at Dug through the steering wheel . Dug cowers , but then notices the RADAR SHADE . As Alpha lunges again , Dug jams the shade over Alpha 's head . Alpha 's head is stuck , trapped by the cone . The dogs all GASP .The bump caused his collar to go funny again . The dogs all howl with laughter .Surprised at Dug 's moxy , Alpha sits . All other dogs sit too .

Russell TRIES TO CLIMB the hose . His hands are about to give out . The biplanes head straight at Russell .Behind him , Carl is climbing the side of the dirigible for dear life , Muntz closing in .Carl calls for help : the WILDERNESS EXPLORER CALL .Russell CLIMBS ! He 's more machine than boy now . Biplanes shooting the whole way , he climbs up onto the porch . The biplanes close in . Russell yells to them .All the dog pilots snap to attention .The planes dive , crash into each other . The dog pilots parachute out .

Carl climbs . Muntz grabs Carl 's foot . Carl defends himself with his cane , knocking Muntz off the ladder . Muntz catches on to a rung of the ladder . He watches Carl and the bird climb . Muntz descends the ladder .

Carl and the bird make it to the top of the dirigible . Suddenly , a trap door opens . Carl GASPS . but it 's Dug !Dug jumps up on Carl , licking his face .The house bears down on them . They run to meet it .Russell steers the house toward Carl .The house slows and lowers atop the airship . Carl HOISTS the bird up onto the porch .Carl helps Dug onto the porch . He climbs up himself . BLAM ! Muntz appears on top of the dirigible with a rifle ! A bullet blasts through Carl 's balloon strings . A third of them break or shoot skyward . The house plummets , crashing onto the dirigible . Carl is THROWN from the house onto the airship . The house slides toward the edge , Russell , Dug and Kevin still inside .Carl SCRAMBLES to grab the hose trailing from the sliding house . The house slides on to the dirigible 's tail fin . Holding the hose , Carl digs in his heels and is just able to stop it . The house teeters on the very edge of the tail fin .Russell , Dug and Kevin run toward the front porch . BLAM ! A bullet smashes the door jam next to them . Muntz storms toward the house . Carl holds desperately to the hose .Russell and others duck inside and slam the door . The house tilts , threatening to tip off at any second . Carl holds on for his life . Muntz POUNDS on the door with the butt of the rifle .

The house slides farther over the edge . Carl struggles to hold on . The hose caddy is ripping free from the house ! The bolts pop from the wooden siding . it 's about to go !

Confused , Russell follows Carl 's directions . He Dug and the bird huddle together . Muntz breaks through the door . He lifts his rifle and sights the bird . Through the window , Carl yells out .

Kevin lunges , pushing past Muntz and knocking the rifle from his hands . Muntz lunges after them .

The hose caddy breaks free . Kevin leaps through the window , Russell and Dug hanging from her side . Muntz leaps after them . But balloon strings tangle around his leg and pull him back . Muntz hangs for a moment . It 's thousands of feet from the ground . He falls .

PANTING , Carl is left holding the hose . He PULLS himself toward the edge . The hose curves beneath the tail fin . Finally it swings out .Russell and Dug dangle from it , sitting on Kevin . The bird holds on to the hose with her beak . Carl LAUGHS , relieved .Russell climbs up , followed by the bird and Dug .Carl LAUGHS heartily as Dug jumps on him and licks his face . Carl looks into the distance . His house , now empty , floats softly down into the clouds , and disappears .Carl smiles . He puts his arm around Russell .Carl , Russell , Dug and Kevin stand on the tail of the airship floating off over the clouds .

Carl and Russell hold and cuddle the baby birds . The babies peck at Carl 's head . Carl and Russell LAUGH .Kevin CALLS OUT , waiting for the babies at the gate to the LABYRINTH . Time to go .The babies run to the bird . One stops to HISS at Dug . Carl has misplaced something .Kevin starts HACKING . She COUGHS up the cane . Babies start HACKING too . They COUGH up tennis balls .The bird family enters the labyrinth . Carl and Russell wave .The bird looks back toward Carl and Russell and CALLS OUT one last time before disappearing into the mist .

Carl and Russell both wear matching leather flight helmets and goggles .Carl gives a thumbs up .

Muntz 's dirigible ascends into the sky . Dug and all of MUNTZ 'S DOGS stick their heads out the dirigible windows , barking as they fly into the sunset .

Each Junior Wilderness Explorer stands next to his father . As the Camp Master announces the achievement he hands the father a badge , who pins it to his son 's sash .Russell is tanned and dirty . And alone .The Camp Master CLEARS HIS THROAT uncomfortably . Russell looks for his dad in the audience .Carl takes his place next to Russell .The Camp Master hands Carl the badge and continues down the line .Carl pins the badge onto the missing spot on Russell 's sash . It 's Ellie 's GRAPE SODA PIN .Carl smiles . They salute each other . Russell gives Carl a hug . Carl returns it . Russell 's mom sits in the audience with Dug . Russell proudly shows her the badge .The Camp Master leads the audience in the WILDERNESS EXPLORER CALL . Muntz 's dogs sit in the back , BARKING in approval .

and by receiving their badges, the following Explorers will graduate to Senior Explorers.

Alright, I think that covers everybody. So let's give a big Explorer Call to our brand new Senior Wilderness Explorers! Ready everybody?

Carl and Russell sit on a curb licking ice cream cones . Russell has chocolate and Carl has butter - brickle . Cars pass by .Russell GIGGLES .They LAUGH .Overhead , MUNTZ 'S DIRIGIBLE is parked , its ladder in the handicapped parking spot .

On top of Paradise Falls sits Carl 's house , just as Ellie imagined it . THE END

Maggie Betts C/O Maven Pictures LLC 148 Spring Street NYC, NY 10012 OVER BLACK. Held for a beat in the darkness and silence, a series of written TEXT appears upon the screen. In 1959, Pope John the XXIII assembled the Second Vatican Council. The Catholic Church had not assembled an ecumenical council in nearly 100 years. Between 1962 and 1965, the Council, also referred to as Vatican II, issued 16 documents. The aim of these documents was a broad relaxation of the Church, with an eye towards projecting a more welcoming image. The words then fade leaving only a hollow empty space. Before piercing through the void, we begin to hear a VOICE. A young girl, no more than 19 years old, whispering so softly and intimately.Her voice too fades, just as an echo of distant MUSIC begins to fill in - Requiem, Pie Jesu/ Gabriel Fauré - gradually rising, encircling and imbuing the atmosphere with a quality as solemn as soaring. FADE UP:

So many people settle for a love that doesn't ask much of them, that they don't have to make any real sacrifices for... I didn't want that. I wanted an ideal love, that asked everything of me. That I would have to sacrifice everything for.....

I was 17 years old when I first came to the convent. 18, when I entered the Novitiate.

And I'm sure a lot of people could probably never understand it. Never understand why someone so young, with their whole life in front of them, would want to give it all away to God.

Rays of light and sunshine pierce in little pockets, through the courtyard of this 20th Century version of an ancient monastery. A BELL begins to chime in the distance, awakening the day. We are now moving down a long exterior walkway, following a massive expanse of big black billowing fabric, that seems float along the floor as soft as waves in water. PULLING BACK, we realize we're actually following behind a faceless NUN from this particular monastery of women, THE SISTERS OF BELOVED ROSE. She seems to move with a strange sense of urgency, the hem of her habit dancing behind her.

Our father, who art in Heaven, hallowed be thy name.... Where are you?

Is commonly understood to be the most grueling and demanding period in any nun's life... And let me assure you, you're experience won't be any different.

Now inside the order's sacred chapel, we drift through the space on our own- Revealing a panoramic resplendence of vaulted MURALS, the immaculate ALTAR OF CHRIST, silk- like streams of soft and hazy light that drip in through windows above. At the same time and all alone within the shadows, the same NUN has moved to the floor in the middle of the chapel, lost herself in prayer. She whispers.But we're suddenly jolted by the abrupt and jarring SOUND of a...

Where are you? Where are you? Where are \* you?...Why are you doing this to us?... Now when I need you most?

Why are you doing this? Why are you doing this? I don't understand it?.... Someone gives you their whole life, makes every kind of conceivable kind of sacrifice.... And this is what I get?

Good afternoon all of you. My name is Reverend Mother Marie St. Clare. You can call me Reverend Mother, or simply Mother if you prefer that instead.... I'm also the Mother Superior, or Abbess, of this particular Order of Sisters of Beloved Rose. I myself have been a Rose nearly 40 years now. Meaning some 40 years ago, I first walked through those gates as a Postulant- same as all of you- Now 40 years later, I've not once set foot outside those gates since...

So what is my role, my job here exactly?.... Well as far as all of you are concerned- You might consider me like the voice of God around here... Meaning that unfortunately, since God can't be here to run this convent Himself- My voice will serve as a stand in for His. And whenever you hear this very voice speak from my mouth- You can expect it's on behalf of his wishes.

Now during the next 2 and a half years of your training to become nuns here, I personally will be separating the wheat from the chafe, determining which of you actually belong. As opposed to which are simply the victims of a childish imagination.... And that's because here in this room, in this monastery- God is not a fantasy to us. Not a daydream, not a fantasy. And he's certainly not your invisible best friend either.... To the contrary, God is work. Hard work. The work of a very special kind of love, you're all going to be trained in.

So you'll be spending your first 6 months as postulants. After that, and for those of you who make it- You'll be invited to take your very first vows, in your first temporary marriage to Christ- And enter the Novitiate... However and as a rule, we make a point never to discuss the Novitiate until we've been through it ourselves. So for now, you'll just have to wait.

Finally, let's talk about silence for a moment. Because we observe two types of silence here: Regular Silence and Grand Silence... Now during regular silence, if you find you need to speak for whatever reason. That's permissible... However and starting at 9pm each night, when you hear that last bell signifying the start of Grande Silence. That means you - Don't. Talk. Period.

Put your hand down sister, postulants don't have questions. And you are free to go home.

So how are the new postulants? Any I should be thinking about sending home?

This? It's a memorandum. Sent over by the Archdiocese the other day. Regarding something called, Vatican II.

From what I understand, our Pope's suddenly gotten it in his head to try and turn himself into some sort of "reformer"... He's organized some new council in Rome- Bishops, Cardinals, Theologians- To discuss how the church needs to change, be more in step with the new era of the 1960s....

Really? You think the church needs to change? Are you questioning me?

I guess I disagree. I happen to think the church is perfect exactly the way it is.

It's really not important. I guarantee you this will all blow over very soon... Certainly, nothing for you to concern yourself over, Mary Grace.

Yes, thank you for calling.... Yes, I understand... Right, well.... It's not that I wasn't going to respond...

Of course, I understand the historic nature... Right.... Peace be with you.

I'm sorry, did you just speak? Did I just hear you speak? What's your name?

Well tell me something Sister Sissy, you're a postulant correct? - What have you been doing lately? Besides getting fat, showing up late to Mass, and running your mouth during Grand Silence?

Do you understand what silence means? Was it not properly explained to you?... When you hear the bell for Grand Silence, that means silence. And silence means you- Don't. Talk. It means you - Shut. Your. Mouth.

That's because I'm reprimanding you Sissy! I am reprimanding you right now!

It doesn't make the least bit of difference to me. Listen. I want you to get down on your hands and knees...

Start crawling from here all the way to the end of this corridor. Say as many Hail Mary's as you can 'til you reach the end...

Wait a minute are you talking? Why are you still talking! Why are you still talking!!

Then say the prayer in silence! Say the prayer in silence!! In...

Is that their names? Frankly I was told \* their relationship was veering toward something inappropriate.

That they were starting to become a bit too intimate with each other?

It doesn't matter who. The point is they clearly don't belong here, and they needed to be sent home.

Seeking comfort in each other, is that what we all do around here now?... By the way, are you questioning me again?

So why don't you tell me Mary Grace- How exactly are those girls supposed to make it their whole lives, deprived of any form of physical affection - When they can't even make it 6 months?

You know, there have been moments recently, here and there, when I've started to get the feeling you just don't want to be here anymore. As if everything we do requires some sort of interrogation from you.

Don't you!? God is my motivation! God is my reason and motivation for everything I do! I do everything for him! Everything!!

No you don't! And it's not going to effect us! Nothing is going to effect us!

Because I don't WANT to! And I don't have to! I don't have to and I don't want to!

I think I'm going to go pray now. I'm going to go to the chapel and pray.

It is now when all your so called vocations, will be tested to their limits... It is also about learning to be perfect.

Because, and I hope you'd all agree, our Savior deserves no less from each of you - Than the gift of a perfect wife.

So each week we'll be meeting in this room for an exercise called, 'Chapter of Faults'. I myself will also always be here with you during every 'Chapter'... And one thing I can assure you, we don't ever leave this room until the Chapter is finished.

Evelyn, can you come here to the center of the room here please.

Now if you wouldn't mind Sister- I want you to think about it for a moment, and then I want you to carefully list out every single fault you're aware in yourself, in front of all your sisters.

You don't understand? What don't you understand? Are you perfect?

I mean are you a perfect person? A perfect human being? A perfect nun?

Well wouldn't you like to be perfect? Don't you think it's important to always at least try to be perfect?

Okay so what do you think it is Sister Evelyn, that most stands in the way between you and perfection?

Correct. Because there's really no way for any of us to achieve perfection in ourselves, is there? Without getting rid of all our faults first?

Leaving clothes on the floor. Lack of concentration, or 'spacing out' as you call it- While I agree these are all points of weakness in you- As far as faults go, they're also quite superficial, and not going to get us very far in this process.... Let's start again and this time I want you to fully examine your conscience, tell us everything you do on a daily basis to fail our Lord Christ.

Okay, okay,... Thank you Evelyn. That was very brave of you, thank you.

Now for your penance I'm going to assign you 10 Hail Mary's this week. And I'd like you to fast all day Friday.

Done? No, you're not done. Did you hear me say you were done? Come back here.

Now that Evelyn's been brave enough to share some these faults in herself with all of us- I'd like to open it up to the rest of you. Can I have a volunteer please, to help point out any additional flaws they too have observed in Evelyn?

Someone please speak, we've already established she's not perfect.

Quiet! Evelyn your turn is over, you don't speak anymore.... More importantly, if you really had the nerve to mock this process- That's pathetic. What kind of nun do you plan on being, if you can't even get through a moment of self- examination without gloating... This is called the sin of pride, and I'm going to correct it in each of you, starting with you Sister Evelyn... In addition to your other penance, I want you to use the Discipline on yourself.

Sisters, may I have your attention please. As of today we have a new member, Sister Emanuel, joining our community. Sister Emanuel was previously a member of the Sisters of Christ in New Hampshire. But as she felt the culture of the Roses was more suited to her religious needs, she's decided to transfer here. She'll be joining as a second year Novice.

What faults would you like to share with us this evening Cathleen?

Don't wish for things you shouldn't sister. Because that means you're questioning God's will.

Do I? Maybe it's just because I haven't been in the presence of a man in awhile. It's unusual for me.

Right, Vatican II. Accurate to a point. Some changes we've adopted. Others we haven't.

Not really. To be perfectly honest, most of the memos I've received from your office only used the word "suggestion". In regards to all these ridiculous reforms we're suddenly supposed to...

Maybe I'm just not that attuned to subtext. My apologies. Are we done here?

I have no difficulty with it. I just happen to disagree with it. All of it... Not to mention it's a bit of a slap in the face that the sisters weren't given any voice in the matter.

With all due respect, I just don't think you really understand what this is going to do to us... Because it's going to ruin us.... If we were really to embrace all these changes- I guarantee you it'll destroy the very institution of Catholic nuns as we know it.

I never asked any of my girls to do anything for God, that I wouldn't do myself.

Sister Emily, you seem to like to come in here week after week, making the same pathetic confessions of your wavering faith. Again and again and again... Frankly I think we've all grown tired of having to listen to this ongoing saga of your complete and utter spiritual wretchedness.... For your penance, I'm assigning you no penance at all. Why bother, it's a complete waste of my time.

It's not okay. I can't just give it to you, without knowing what you want it for first.

It's Mother, Reverend Mother. I'm not a Miss, or a Mrs. for that matter.

Mrs. Harris I understand you've had a loss in the family, and I just want to express...

Me? What I'm doing? This is about her weight, her body, isn't that a bit of a superficial topic...

Honestly with all due respect Mrs. Harris, in a sense you did bring your daughter here to die. You brought her here to die to the outside world, be reborn again in Christ's love... She's just going through a process, that's all... For whatever it's worth, I do understand how hard it is for any parent to give their child to God.

Meetings which have been principally \* concerned with the current state of our \* church. And with... certain revisions the \* Pope and others felt necessary, in order \* to insure the survival of the church ... \*

Where are you? Where are you? What happened to us?... You were always there, for so long, right there next to me. I could feel you with me, together with me, all the time. My darling husband... Then one day, you start leaving me!... Leaving me and leaving me all alone, to face this on my own...

I bet you think that means I've lost faith in you too? Because that's what you want. You want me to lose faith, to stop believing in you, so I'm the one who leaves you first. And then you don't have to worry about my pain..... Well guess what, I'm not doing it... I made a commitment to you 40 years ago, and whatever else happens, even if you don't want me anymore, even if you decide to turn your back on me and leave me forever... I'm still not losing faith... Because you're all I have, and I need you. Everything is just so much harder to face without you... My Darling husband.

Even though I wouldn't recommend it- I appreciate the devotion you showed, starving yourself for Christ.

Well, there aren't going to be any surprises. A few bumps here and there, but you've mostly been exceptional in your training here.... I really believe you belong here with us Sister, doesn't that make you happy?

You know, when I first came here, when I first came to this convent all those years ago now... I had nothing.

Nothing. No home, no family, no one to look after me... Nothing.... And the church, the church was the only thing to ever hold me. The only thing to ever embrace me... The church gave me my life, my work, my community, even my identity...

Don't you see? Now Vatican II wants to take all that away. Vatican II wants to invalidate all that, for all of us, saying none of it matters. That nothing we do matters anymore... But then my question is - What is it that really does still matter.

Okay fine, thank you sister. For your penance, say 3 extra Hail Marys before bed each night. Do it quickly if you like.

Sister Cathleen, do you have any accusations you'd like to make against yourself? Any new faults you want to share with us?

Cathleen, did you hear what I said? Faults - Do you have faults for us?

I don't understand! Were you intimate with someone in this room? Who? Call her out! Call her out right now!

Cathleen, what EXACTLY did you do!? And with WHOM did you do it!!

ANGLE ON an OLD WOODEN CLAPPER. As we now find ourselves inside the long central hallway of a small dormitory for girls, known as the "Novitiate". We follow behind as another NUN, SISTER GENEVIEVE, 47- Gradually makes her way down the hall, clapper in hand. It's 5 am and she is loudly 'clacking' beside the door of each and every girl that is housed here. It's her job to awaken them all, make sure they're never late for Mass.

Moving one by one into a number of the private rooms, called "Cells", that make up the dorm. A variety of YOUNG WOMEN- Sisters CHARLOTTE, EMILY, CANDACE - Are suddenly \* JOLTED awake once the clapper lands at their door! They all quickly bolt from their beds, shake off the drowsiness and hurry to the floor to pray.

Before in one room in particular, containing no more than a simple metal frame BED and an ICON OF CHRIST along the wall, we find SISTER CATHLEEN - A stunning and ethereal young novice of only 19. Cathleen's also already wide awake, eyes wide open and staring straight at the door. As the sound of the clapper then reaches Cathleen, she too hurries from her bed to the floor. A gentle call then emanates in from the hall.With Cathleen and all her fellow novices calling back.MOMENTS LATER, Cathleen begins to undress out of her nightgown and into her WHITE VEIL NOVICE HABIT. For the brief moment that she's also left NAKED and unclothed, we notice how awkwardly she holds her nightgown to her body, struggling to climb into one garment while still clutching the other. Clearly the shame of her nudity makes her so uncomfortable, even when she's all alone. CLOSE ON Cathleen's face as she at last pins on her VEIL, so effortlessly without the benefit of a mirror. Right before our eyes, she's transformed from a girl to a nun.

Excuse me Reverend Mother, sorry to bother you. But you just received another package from the Archdiocese...

Now the entirety of the NOVITIATE, some 15 young women in total, all rapidly descend the dormitory staircase one by one: No more than a flurry of passing feet and floating veils.

The sound of the BELL chimes even louder, as the same group of novices now wordlessly walk in two tight lines through the hazy morning light of the courtyard. They are moreover such an exquisite looking procession, almost military-like in their lock and step unison. They seem to all move together like a balletic flock of birds. Somewhere tucked into the line we also observe Cathleen, demonstrating such composure in her 'Custody of the eyes': With arms softly crossed along her stomach and each hand hidden in the opposite sleeve. With eyes perpetually lowered and locked, in a blink-less downward gaze. Beat.

Back within the chapel, the ENTIRE COMMUNITY OF ROSES have now gathered for the daily ritual of MASS. As a PRIEST stands at the altar, back to the congregation, we watch his HANDS begin to carefully lay out his ACCESSORIES for the service. At the same time as we also peer through the pews to see the room packed to the gills with over 200 nuns, all ranging in ages from 16-100. Moving all around and through them, from one pew to the next, we look deeply into so many of their still and solemn faces. The collective sense of reverence and rapture, so palpable you can almost taste it.And suddenly all is silent, dead silent. A silence so rich, deep and voluptuous, it creates its' own presence in the room. Such a powerful silence that is broken only by the occasional COUGH or BREATHE, before...We then slowly begin to PAN across the faces of all the Novices, all knelt together in a line before altar- Noticing how shockingly young and innocent they all are. Most of these girls, all now in their final stages of training to be nuns, are barely even out of high school.We then finally land on Cathleen, just as her eyes glance up with such longing at the altar. She just stares straight up at it, while all other heads around her are bowed.Cathleen then finally closes her eyes, giving herself over to prayer. She whispers.FADE OUT: OVER BLACK. A new TITLE now appears on the screen.FADE UP: RURAL TENNESSEE. VARIOUS - DAY Music from a local Tennessee radio station plays through the background, as we come to a quaint series of tableaus of the rural South as it once was, the lost and forgotten feeling of a great American heartland. We see great wide open farms, the quietude of suburban streets, church steeples towering high above. At the same time, we begin to hear the echo of a CHURCH BELL.

Mea Culpa, mea culpa, mea maxima culpa...Baptístam, sanctos Apóstolos Petrum et Paulum, omnes sanctons.... Oremus.

They think of nuns today, and all they see is a bunch of old women... Women who couldn't find husbands. Women who, for whatever reason, just couldn't make it in the outside world. So ran off to a monastery to escape everything...

What they don't understand though, is beneath everything else... We were women in love.

Just as the sound of some iconic feeling 1950's POP SONG begins to drift in, together with that of a far off, distant TRAIN HORN.

Me? No. I mean.... I wasn't actually raised in the church, so...

I don't know? No, I guess not in the same way everyone else is...

No, it's okay, it's okay... I went to Catholic school, so that's where I first learned about the sisterhood... I never planned on being a nun. I just... I just thought it seemed like such a beautiful idea, to be able to spend my whole entire life devoted to love... I just thought a life like that, seemed worth every sacrifice.

Thank you Lord for letting me be here. Thank you for letting me love you like this. Thank you for letting me feel you so close to me....

Nothing. It's just the way they do it. A symbol of our enclosure.

I am, yeah... I don't know how to describe it, but I am happy. I feel like I really belong here.

Novitiate. It's just a temporary vow we take for two years, to find out if we really ready to be married to God for... forever... But Mom, I'm pretty sure I'm going to be here my whole life.

It's okay, don't bother. I'll just pray for him, it's fine... Anyway, I kind of have to go now.

I know but it's kind of a busy day, so... Maybe we can spend more time together next time...

I'm sorry mom, but we're really not supposed to touch like that... I'm sorry. I really have to go now though.

I don't know? Just like a presence, that's all. Like a really warm and comforting presence. Like falling asleep in a parents' arms.

Because if I can feel him here with me right now, that means he must be here with you too.

I think they mostly understand. Even though everybody misses her. I really miss her.

Sometimes. I guess now that first vows are coming up, I wanted just to spend more time communicating with him, making sure he's okay with me being a Novice.

I seek to become a temporary Bride of Christ for a year and a half, and to persevere in all my undying love...

I don't know? It's like Reverend Mother says, our bodies are just a distraction.

Sometimes... Sometimes wish that I could be more loved back... What I mean is, I wish I knew for sure, that we all knew for sure, that he really loves us back as much as we love him... I wish I could feel it more.

Thank you so much for everything today Lord, for showing me how to be a better Novice. I'm so sorry for ever questioning or doubting you.

I'm so sorry Lord. I'm so sorry, I'm so sorry, I'm so sorry.....

I was just wondering if... If I could use the Discipline, just for the night?

What? What do you mean? Why would my mother be here, it's not visiting day?

Not always. But I know I want God's love, and if being a good nun is what it takes for me to deserve God's love, then...

I thought I was doing it for Christ and \* to be a better nun.... \*

But maybe I also thought if I made myself \* starve on the outside, somehow I wouldn't \* feel myself as much starving on the \* inside.... \*

It's okay. I'm just not used to talking to other sisters this way.

Do you remember... Do remember before, when you asked what I was starving for?

I just want you to comfort me, that's \* all. I just want you to comfort me. \* Please. Will you please comfort me, sister.

Please, please. Please just comfort me. Please, just comfort me...

Just comfort me, please comfort me. Comfort me. Comfort me. Comfort me.

I just want you to comfort me... Please, please, please.... Just comfort me... Please just comfort me....

Not much. Just some things I've heard here and there from some of the others.

Yes, sorry ...I do... I want to accuse myself... to accuse myself of... of...

I want to accuse myself of... Accuse myself of... Having feelings...

Feelings I'm not sure I was supposed to have... Like, wanting to be with another person.... In a way that made me feel...

Wanted. Comforted. Loved and... I wanted someone to touch me and to make me feel something. Something more than God can give me....

But I don't know how to explain it ...I'm accusing myself of being intimate with someone, another sister, and of feeling love for her....

And it I don't think it was a sin, because it didn't feel like a sin. It didn't feel like a sin. It felt more like the way we're supposed to feel...

No Mother, I'm not going to do that... I made my accusation, like you asked. Just want my penance. I just want my penance.

I'm not saying who Mother! I just want to do my penance! Give me my penance!

I just want to do my penance! I just want my penance! I want to do my... PENANCE!

I just want my penance! Please give me my penance. I just want my penance! I beg you for my penance. I just want my penance! I just want my penance! I just want my penance! I just want my penance! I just want my penance! I beg you! I'm begging you!! Please, I beg you for it!

Lord, dear Lord. I wish I knew what... I don't know if this is something I need to figure out on my own? Or if I should be waiting for some kind of sign from you?... If you want me to stay, I'll stay. But I can't figure it out... I can't hear you anymore, and I don't know if it's because you stopped speaking, or I somehow stopped knowing how to listen... Or maybe the voice I heard all this time, wasn't ever even yours...??

With the help of God, I've come to know in this community both the difficulty and joy of a life completely devoted to him. My desire is to make permanent profession in this community, and to wear the holy habit of the Rose.

It's Sunday morning with the church bell ringing, calling this small Tennessee town to Mass. An exterior of the local clapboard CHURCH reveals a small stream of arriving locals, smiling and greeting each other along the way. Before A CAR pulls up, and.... NORA HARRIS (35)- Cathleen's somewhat hard scrabbled, though deeply loving and devoted mother. Together with a much younger, CATHLEEN (7)- Both step out into the parking lot. Nora looks around for a moment, checks the car mirror for any lipstick in her teeth, before she finally glances up at the church with a noticeable air of skepticism and anxiety.At the entrance, Nora and Cathleen are then suddenly stopped by some husky, wide-grinning MAN in his 50s. Already seeming a bit "over friendly" for Nora's taste.Nora turns, feigns surprise.He then bends down to Cathleen, squeezing her cheeks.He turns back to Nora.Nora and Cathleen then follow the man inside.

Yes Ma'am, I most certainly have. But wait a minute now, please don't tell me- Is this really Cathleen?

Hey pretty lady, now you know you're not allowed to grow up that fast! Soon you'll be taller than me!

Gotta say, I'm a little surprised to see you here... Long as I've known you, I don't think I've ever seen you within 500 yards of Sunday worship.

Yeah well, don't get your hopes up. I'm not here to be saved or nothing.... Just figured it was about time Cathleen had a chance to see for herself, what religion's all about- Or 'supposed' to be about... Besides, we were a little bored.

All right, good enough for me. Why don't you come on in, we'll find you a seat.

Really wish you'd eat more honey, you know I worry about you sometimes...

No, we're not really anything I suppose. Truth is, I don't particularly believe in religion myself, think it's a waste of time... But once you get older, you can make up your own mind.

Oh? Cause we've been sitting here all day waiting on you. You never heard of a phone, or...

Great, you've heard of a phone Chuck. Great Chuck, that's just great...

I don't know, I guess I just want you to be a man, that's all. Be a fucking father- Maybe learn how to sacrifice a little....

Not the person I want you to be!? Not the person I want you to be!? No, cause you're not even CLOSE!!... You're the WORST, you hear me!! THE WORST!

Where do you think you're going! You're leaving again!? You can't do that! You can't keep leaving us, whenever you want! You have a daughter for Christ'sake! I hate you, you hear me.....

Huh? Oh, Cathleen's 12. Just getting ready to start middle school actually.

Look I appreciate your coming by Sisters, I do. But truth is, we're just not that religious... I mean we try to go to church when we can, you know like everybody else.... But the truth is my husband, Cathleen's father, he left us awhile back. So it's just me taking care of the two of us and...

Well how much does it cost? I don't know if we can really afford a fancy school like this....

You're not, ummmm.... Getting too into God and all that, are you?

I don't know? I guess I just mean there's more to life than, you know, praying and going to church and all that... You do know that, right honey?

A nun!? What are you talking about, a nun!? That's just fucking crazy Cathleen, where is this even coming from!?

It's not that I don't understand, it's just that it's the stupidest thing I've ever heard!! You're telling me you want to go throw your life away in some convent and you expect me to understand!?

You think I wanted this!? You think I wanted to be a single mother like this!? I did the best I could! I tried!?

With what!? Jesus Christ, what the fuck Cathleen!? What does it have to do with!? What is this all about!?

With God? Oh my God, you're in love with God!? But I don't get it, that doesn't even make any sense!?

Cathleen, you're a 17 year old girl... You don't know anything about religion, and you for sure don't know anything about love... You want to know what I think? I think you're about to make the biggest mistake of your life.

What's with this by the way? This thing here... It's like a prison or something?

You plan on staying on to take those vows- What's it called again, the nova, novi-- ??

Sorry, I'm sorry, sorry.... I just still don't understand what you're doing here?

Fine, good. I picked up a couple extra shifts at work recently, just trying to keep busy I guess. I don't really know what else to do with myself, you know. I mostly just miss you so much.

You're father? Not really... Your grandma called. Said he'd been sick or something? Maybe that's why you probably haven't heard from him.... You want me to track him down, see if he'll come visit? I'm sure he wants to see you.

What, what do you mean you have to go? We have ten more minutes.

Can I... Can I just touch your hand for a minute... Just for a minute, if that's okay...

Is there somewhere can we talk. I got something I gotta tell you...

No one knew he had it. Guess it had been a few years now and he just kept it to himself... And I know he wasn't ever much a father to you honey, but it's probably still kind of a shock. That's why I came, I didn't want you to be alone...

What is that supposed to mean? I came here for you. It doesn't upset you to hear your dad passed away...

Wait a minute, what's going on here? What the hell is going on? I'm serious Cathleen? What is this...

Well I'm sorry you're not. What the hell is going on? And why have you lost a bunch of weight?

You look really thin. How much weight have you lost? Why are you so thin?

How much weight have you lost! What's going on, they don't feed you in here? Let me see your hands, show me your arms.

Excuse me, what's the name of that Mother Superior lady, woman who runs this place...

I'm fine. Just want to know what's going on with my daughter, that's all....

Save it. You do know I haven't seen my daughter in nearly 6 months- I came here today to tell her about her Dad, and I barely even recognize her. She looks completely different, like she's lost 20 pounds... I want to know what you're doing to her in here?

Are you blind! Have you seen her lately! She looks like she's dying!

Like she's dying!! I said, I want to know what's going on in here!

Oh really, do you? And that's because you have children your own?

Okay well just so you know, and with all due respect to you, Miss Whatever-the- fuck you want to be called by ...I didn't 'bring' my daughter here. I didn't 'bring' her here at all... But if I ever come back and see her like this again- I will take her out of here.

Entering mid-sermon, a LOCAL PRIEST stands addressing a small but packed house, Nora and Cathleen squeezed into the crowd.Seemingly woefully unimpressed, Nora glances at her watch. She then glances at Cathleen, surprised by how riveted and attentive her daughter seems. Young Cathleen just stares in wonder, in much the same way we saw her stare before.

Because although you have not seen him, you still love him. Although you don't know him, you still believe in him. You feel his presence all around you without knowing his name, and you rejoice with an indescribable ecstasy... For if there's one thing we know, it's that God's love is unconditional...

A hush of evening falls over this quiet rural street, somewhere along the poorer more neglected part of town. No bigger than a trailer, sits the Harris' little house.

Inside their cramped little home, Nora and Cathleen sit together at the kitchen table. A cigarette dangling from Nora's mouth, as she spoons out veggies on their plates.Nora reaches to push away the hair from Cathleen's face.A sudden GLARE of HEADLIGHTS then floods the kitchen windows, together with the SOUND of a CAR pulling up. Nora's eyes quickly turn and we notice the change of expression.

Daddy! Where were you! We were waiting for you for so long! Where were you!

Huh? They're all talking about their boyfriends. I don't have a boyfriend...

But you really think God and Jesus are real? Like real the way other things are real?

Huh? What do you mean? But why, I bet you could've married anyone you wanted to?

If it's okay by you Sister, maybe I'll stay a bit. If that's okay?

I decided something today Sister. I decided I want to give myself to God. I want to be married to God like you. I want to be a nun.

I was in the chapel the other day, praying like I always do, when suddenly this feeling came over me. Something I've never felt before. Like this presence all around me, telling me, telling me...

I knew you wouldn't understand! It's fine if you don't understand...

But it's not throwing my life away! It's not throwing my life away!

What does that have anything to do with it! This decision doesn't have anything to do with that! It just has to do...

I'm in love, okay, I'm in love!!! And I really don't care if you understand it or not!

Mom I'm sorry, but I was called and I'm going to be a nun and there's nothing you can do to stop me! I wish you could just be happy for me!

No, I know... I broke Grande Silence twice this week.... I was also uncharitable to one of my sisters when I didn't mean to be.

I'm fine, okay. I have to go now... I'm sorry about Dad, I really am. I'll pray that God meets him in grace, okay...

Just outside the house, the figure of a youngish MAN hops out of an old PICK-UP TRUCK, starts heading for the front door with a bit of a wobbly step.

And now CHUCK HARRIS, 35 - Nora's deadbeat husband and Cathleen's barely present father - Finally comes through the door. Not only that but right from the moment he enters, we can already tell there's no place this guy less enjoys being than home. Chuck heads straight for Cathleen, hugging and kissing her. It's unclear if he's drunk or not.All while Nora just stares with daggers in her eyes..Chuck just looks at her and shrugs his shoulders. It's not a question he cares to answer.Chuck heads to the fridge to grab a beer. Then finally turns back to Nora, it's clear things are about to get unpleasant.Chuck then SMASHES his plate down on the floor, heading back for the door. While Nora herself jumps from the table, suddenly SCREAMING and wildly chasing after him.Finally the door SLAMS leaving Cathleen all alone. The little girl just sits in utter silence, as her parents yell, cry and scream at each other outside. Beat.

Hey, hey! Hey baby, how's my girl, how's daddy's little girl?... What did you do today baby, huh?. Did you have a good day today?

Huh? What do you mean by that? Nowhere in particular. Just out, that's all.

What do you want me to say? Something in particular you'd like to hear me say? Tell me what it is, I don't give a fuck, I'll say it.

Oh gimme a break, you serious with that!? I am a man! Christ'sake, I was out, now I'm home! Look at me, here I am, HOME!.. So just drop it, leave me alone!

Fuck me? No, fuck you Nora! You know how tired I am of this shit! Every single time, I gotta hear this all this shit!.. Well I'm sorry I'm not the person you want me to be. I'm fucking HOME!

I was out! THAT'S ALL!! You know what forget it, I can't fucking stay here!

It's now 5 years later, 1957, as we hold on an old and dusty road deep in the middle of Tennessee farmland. Far in the distance we also just make out the sight of TWO FIGURES moving toward us. Too hazy to see their faces, all we really see is their BIG BILLOWING BLACK CLOTHING.

The late summer sun blazes as a now older Cathleen - 12 years old - Stands beside Nora, helping her mom as they hang a load of laundry together. Fussing with a clothes pin, Nora's eyes then slowly do a double take noticing the bizarre sight of these two ELDERLY NUNS- Sisters GLORIA AND ELEANOR, both 50's - Making their way straight up to her house.One of the sisters turns and smiles. The other just nods.Bewildered, Nora just looks at Cathleen then back at the nuns.

My name is Sister Gloria, this is Sister Eleanor. We're from Our Lady of Blessed Sorrows, the Parochial School just up the road... You know it?

I'm so sorry to hear that Mrs. Harris, God cherishes your strength...

Our first priority is just to provide an exceptional education. Doesn't every child deserve that?

A LITTLE LATER in their family living room, Nora scrambles to lay out her best tea seat for the Sisters. While Cathleen sits quietly beside her mother, just staring at the nuns in awe.Nora smiles as she pours them both tea.Nora finally sits down, glancing quietly at a small PAMPHLET on the table. A brochure for the Sisters' school.Nora looks at the brochure again. She then turns to Cathleen still staring mesmerized at these strange women.The two sisters just look at each other and smile.

We're very proud to say that it's the nuns, sisters like us, that built the Catholic school system in this country. Brick by brick.

Of course, that can't be easy... One thing you should know though, our doors are open to everyone, practicing and non- practicing alike.

That's just it, right now we're offering full scholarships! On a first come basis.

The first day of school has arrived. Along the well groomed grounds, tons of excitable young TEEN and PRETEEN GIRLS bound about the campus in their BLESSED SORROWS uniforms.

Inside a small, traditional 1950s classroom- A billow of fabric then comes drifting along the floor, winding through a row of school desks. Two girls in the back giggle and pass notes, at the same time as an OLDER NUN TEACHER in full habit stops dead center, glances around at them all.As the majority of girls then immediately shoot up their hands, Cathleen just looks at the ground.A few girls giggle, others roll their eyes and yawn. Before the Teacher finally goes to the board and slowly writes out: "LOVE AND SACRIFICE"Seated in back, Cathleen looks up intrigued. As if something about this strange notion appeals to her.

Silence girls, silence. So I have a question for all of you- How many in this room were baptized Catholic?

Don't worry, this isn't a judgement on anyone's background... The reason I ask, is because I'm wondering if any of you know what the difference is- Between the Catholic religion and all other religions? Protestants, Baptists, Jews?

Love and Sacrifice. Of course there are many different ways, that people choose to show gratitude to their Lord ... But I believe what differentiates the Catholic religion, from so many other religions, is the full extent we're willing to go to demonstrate our passion... Because if there's one thing we all know for sure, there's just no such thing as true love without sacrifice.

It's recess hour on another day. Though as all the other girls run and play, Cathleen just sits by herself against a tree. Somewhat of a loner. Another teacher, a rather attractive young nun of roughly 30, then gradually approaches. SISTER MARGARET- Not only one of the 'cooler' teachers at school, but a woman whose very presence exudes an ocean of understanding.Cathleen suddenly looks up.Cathleen laughs. Sister Margaret winks sweetly and sits down beside her.Cathleen just stares at her for a moment.Cathleen looks at Sister Margaret so captivated.They both laugh. Sister Margaret then quickly stands back up, reaches a hand down to Cathleen.

Hey there. How come you're sitting all alone? You don't want to join the others?

I'm Sister Margaret by the way. You're Cathleen, right? I haven't had you in my class yet, but I've noticed you...

Sure, I noticed you because you're shy like me. You seem to like to be by yourself a lot? To think a lot?

Probably seems stupid, but mostly about God. Whenever I'm alone, I like to sit by myself and just contemplate him, wonder about him, even love him inside my mind... I know a lot of girls at this school find that quite silly.

Come here, I want to show you something. Can I show you something...

You see that little light in there. That's his light, God's light... And the statue behind, that's the savior of course, Jesus Christ.

Just because someone likes to be alone, doesn't mean they don't sometimes still crave intimacy.

Of course I do. More than do. Because I'm married to them silly. Didn't you know that, all nuns are Brides of Christ.

Oh, I'm not so sure about that. And either way, I doubt any other relationship would've been quite as fulfilling... It's twice as hard to love God as anybody else. Which for me, means my love is twice as worthy.

Really? You're serious?... I didn't realize you'd even been thinking about it so seriously Cathleen?

So many girls your age pray and pray for a vocation that never comes. If it really was His voice calling you, consider yourself very lucky.

You're such a passionate girl, you remind me of myself at your age.... I'm happy for you Cathleen. I think you're making the right decision.

Now inside the school's tiny chapel, votive candles illumine the altar, highlighting a tiny WOODEN HOUSE and a HALO of GOLD LIGHT. A TALL STATUE OF CHRIST looms proudly in the corner. The door to the chapel then opens, with Sister Margaret quietly leading Cathleen inside and into a pew. Sister Margaret stares at the altar in a strange sort of reverential silence, then whispers to Cathleen.Cathleen just takes it all in.Cathleen now looks at her, so confused.Another SCHOOL BELL chimes in the distance.Sister Margaret then gets up, looks down at Cathleen.Cathleen thinks it over, turns back to Margaret sweetly.Margaret nods, then quietly heads out. Cathleen waits, turns again towards the statue and the flame.

MUCH LATER now, the chapel is completely dark and seemingly empty. That is except for Cathleen, who continues to just sit all alone in the pews, unable to take her eyes off the altar. She pauses a moment, then puts her hands together and starts to pray. It's clear she's never done this before, but it seems to come naturally. DISSOLVE TO:

Before in the exact same position and as if the prayer itself had never ended, we see a much OLDER Cathleen- Sitting in the same very pew with the very same rapt look on her face. Though now it's 1962, and Cathleen 17. An OLD WOMAN seated in a front then starts to walk out of the Chapel, nodding and smiling at Cathleen as she passes, who nods and smiles back.

It's well before the crack of dawn as Cathleen wanders through her house, trying not to wake Nora. She's then suddenly startled to discover a STRANGE MAN by himself in their living room, in the middle of pulling up his pants. Shocked, Cathleen just lowers her eyes, tries not to look at the man as she passes.Clearly startled, this guy can't wait to get out of there.

We hear the sound of the front door SLAM, as Cathleen then enters the kitchen, surprised to discover Nora there, just staring out the window smoking a cigarette as she watches him go.Nora turns, startled.Nora just looks at Cathleen and frowns. Beat.Slightly taken aback, Nora tries not to show judgement.Cathleen then starts to head back down the hall, before Nora thinks it over and calls out to her again.She comes back, stopping in the threshold.

In the Chapel again, Cathleen returns to her daily practice of just sitting in church, meditating in the pews. We hold on her like this for a LONG moment. Before gradually a feeling comes over her, and she slowly turns almost as if called by something, to look toward the STATUE OF CHRIST. Barely even blinking, Cathleen then rises from the pews and begins to walk straight to the statue. Moments later as she now stands face to face with it, she looks straight into Christ's eyes, while his seem to look back at hers, and almost as if she and the statue are sharing their own secret conversation. Cathleen takes a deep breath, tears begin to well in her eyes.

Sitting across the desk from Sister Margaret in her office, Cathleen seems almost breathless as she tries to explain.Sister Margaret looks shocked for a minute, then smiles.Sister Margaret continues looking at her, searching her eyes.Sister Margaret smiles.Cathleen just smiles, starting to blush.

Later in the night Nora and Cathleen are now alone in their living room. Cathleen just watches as Nora paces back and forth, seeming about to explode.Cathleen suddenly looks like she's about to cry.Now Cathleen just stares at the ground in silence, before it all suddenly dawns on Nora.But Nora just stares at Cathleen, baffled. Before her voice then suddenly gets much, much, much quieter.Still barely holding back the tears, Cathleen just stares at Nora for a long time. She then turns and walks straight out of the room. Feeling completely lost from her daughter, Nora shakes her head. Beat. FADE OUT.: OVER BLACK. Returning to the black, we again hear the sound of a far off and tolling BELL. As if calling us somewhere.

Before back within the hushed confines of the chapel of the Sisters of Beloved Rose, the same faceless Nun sits knelt before the altar, consumed again in her intimate secret prayers.

Along the lush and manicured grounds of the convent, a set-up that looks a lot more like a posh boarding school than some cold isolated monastery - A whole community of NUNS wander all throughout, busying themselves about their day. And it really does feel like a whole world in and of itself. A secret society of women on their own, that couldn't be more self-sufficient or self-contained.

At the same time inside the convent's large and well appointed meeting room, a group of about 20 YOUNG GIRLS, most of them fresh out of school, all sit around whispering and waiting. As a matter of fact these are all the order's new POSTULANTS, including Cathleen, who've just arrived to begin the first stage of their training as nuns. Lingering around the front keeping an eye on them all, are also 3 older sisters- SISTER MARY GRACE, 30. SISTERS ANNE and KATE, 27 - They try and keep the room quiet, giving an occasional "Shhhhh".... Before all out of nowhere the room falls silent. And just as none other than REVEREND MOTHER MARIE SAINT CLARE, 56- A frank, tough as nails clergy woman of the old style, who occasionally lets her under developed emotions get the better of her- Finally enters. Reverend Mother quietly makes her way to the front of the room, flanked by her most loyal lieutenant, Sister Genevieve. Her mere presence so halting and domineering, as to already put the fear of God in these girls. Now Reverend Mother just stands at the head of the room, looking over all the girls. She remains DEAD SILENT for such a strangely long time, no one quite sure why.... Before finally another BELL chimes, at which point Reverend Mother immediately relaxes and smiles.She pauses looking around at all the girls. We watch Cathleen's eyes lower, trying to avoid her gaze.She pauses again, making sure they all heard it.Turning to look at all the girls, we see a multitude of intimidated faces.Cathleen looks up, so curious by the notion of the Novitiate. As all the girls are.We hear a general nervous MURMUR throughout the room.The room is then deadened, nobody daring to speak. Before some brave young girl in the back raises her hand. However and instead of calling on her, Reverend Mother just looks at the girl blankly for an extremely long time. Beat. It's awkward.She then turns backs to the group as a whole.

Gazing down the empty hallway in the Postulant dormitory, all is quiet- Before suddenly SISTER ANNE together with SISTER KATE, take the same wooden CLAPPER and start clapping and rattling all the way down the hall.

A couple of the new POSTULANTS- Sisters SISSY and EVELYN- immediately jolt from sleep, practically falling out of bed and straight onto the floor. They then fumble through their prayers, fighting back the intermittent slew of sighs and yawns.

Meanwhile in Cathleen's cell, she herself is already wide awake, fully dressed in her new POSTULANT UNIFORM, and waiting on the edge of her bed. As if so determined to not be late, she literally stayed up all night. Cathleen adjusts and readjusts herself a couple times, before the clapper then finally makes its way to her door. Now she too drops and heads for the floor.

Almost afraid to look back at them, Sister Mary Grace now leads a sleepy, clumsy, confused and out of step procession of all these girls down the staircase in the postulant dorm. They all keep tripping and stumbling over each other, while Mary Grace just shakes her head.

As the procession at last reaches the entrance to the chapel, Mary Grace pauses them all, silently indicating that it's time to put on their veils. All the girls then start digging in their pockets at once, hurrying to get the veils out fast, struggling to figure out how to tie them.

With the entire community of Roses there and waiting, the full Postulant precession finally enters the chapel, every head turning and looking at them curiously. Mary Grace leads them all to their assigned pews, each girl stopping to genuflect before the altar before taking their seat. All while Reverend Mother sits in her own pew, watching each girl carefully. MOMENTS LATER Mass has begun, with the Priest softly whispering.The entire congregation then lowers heads to pray. Except for Cathleen who can't help but steal a glance toward the altar, where all the Novices are now receiving communion. Cathleen watches in awe, then returns to prayer.

Virginum custos et pater, sancte Ioseph, cuius fideli custodiae ipsa Innocentia Christus Iesus et Virgo virginum Maria commisa fuit; te per hoc utrumque carissimum pignus Iesum et Mariam obsecro et obtestor, ut me, ab omni immunditia praeservatum, mente incontaminata, puro corde et casto corpore Iesu et Mariae semper facias castissime famulari. Amen.

Guardian of virgins and father, Saint Joseph, to whose faithful custody Innocence itself, Christ Jesus, and Mary, Virgin of virgins, was committed....

I pray and beseech thee by each of these dear pledges, Jesus and Mary, that, being preserved from all uncleanness, I may with spotless mind, pure heart, and a chaste body, ever serve Jesus and Mary most chastely all the days of my life. Amen.

An endless line of NUNS stand outside the convent's refectory (dining hall), with the entire community waiting to enter for lunch single file. As each woman then steps to the front of the line, we see Reverend Mother herself perched beside the door, so formally and perfunctorily greeting every sister as they pass.And so on and so forth. We then slowly PAN back to the far end of the line, to see Cathleen just waiting her turn.

A little LATER inside the dining hall, rows upon rows of old wooden tables trace the room's perimeter, where each group of sisters all sit according to rank. At the same time, the entire room stands waiting in silence. While Sister Genevieve provides the community a reading before the meal.We again hold on Cathleen, as she continues to listen and pray.

Totally love Him. Him, who gave Himself totally for your love. He Christ is the splendor of eternal glory. The brightness of eternal light. The mirror without cloud.

We become what we love and who we love shapes what we become. Imitation is not a literal mimicking of Christ, rather it means becoming an image of the beloved. An image disclosed through transformation.

It's okay, Reverend Mother said you're allowed to use the other door today.

All together in a tight circle, the entire group of new postulants surround SISTER MARY GRACE- Whom we ourselves now recognize to be an incredibly warm, kind, almost progressive feeling young woman. To such a point in fact, it's hard to reconcile how her personality conforms to that of a nun. Mary Grace just smiles at all the girls, trying to make each one feel welcome. All while her two main subordinates, Sisters Anne and Kate who themselves seem a lot less welcoming, stand behind and watch.We notice reactions of all the girls, they all seem so comforted by her, even a bit enamored.Mary Grace smiles once more as the sound of another BELL is heard. At the same time as music drifts in... MONTAGE UP:

I haven't really had a chance to formally introduce myself yet. But I'm Sister Mary Grace and I will be your Postulant Mistress for the next 6 months. Perhaps even your Novice Mistress after that...

Oh, and these are Sisters Anne and Sister Catherine, Kate. Both first year professed, both just took their final vows...

We're so very proud of them.... Anyway all of us, all 3 of us, are really just here to help guide you, as you start to adapt to our way of life here... And I'm sure it's all going to feel very different at first. That's okay, that's normal... I know when I first came here, everything seemed so strange, I didn't think I'd ever truly make it as a nun... But please don't worry. Just do the best you can. I'm sure you're all going to do great...

So the first thing we should go over is the schedule... Postulants usually have the same schedule everyday. And really the most important thing, is you pay close attention to the bell. Because really everything we do here, all day long, all comes down to the bell...

As you probably remember, Reverend Mother made it very clear that we are not to speak during Grand Silence... So let's practice a little of our sign language, shall we....

And what about you Sister Cathleen? Did you always know you wanted to be a nun?

I've really been so impressed with them as a group. They all seem so excited and full of energy. So passionate about really discovering their relationships with Christ... I'd be lying if I were to say their enthusiasm didn't make me a bit jealous.

Really, wow... But that's a good thing though, don't you think? The church hasn't reviewed any of its practices in over a 100 years, maybe longer... Isn't it a good thing?

Well what kind of reforms are they talking about exactly? Is that what's in the memo? Can I see?

That's okay. How are you Sister Cathleen? You can come sit down if you like?

And what about the others? Are the others still upset about Sister Sissy being sent home?

Do me a favor though, just make sure it's what you want too. Because your wants matter too. Do you know what I mean by that?

But they're just young girls, away from home for the first time. They're probably just friends, seeking comfort in each other...

Honestly, I don't know. Because I don't know how anybody does that...

What I mean is it's only natural to want to... Because you can't just cut it off. You can't pretend it's not there...

I don't know! I don't know what my problem is! Maybe a part of my problem is you!

Because I just don't understand what you're doing anymore- I don't understand your motivations!

But that doesn't necessarily mean you're really doing what he wants! Honestly, do you really think any of us know for sure what he wants from us...

Well I think it's wrong for you to keep us in the dark about Vatican II! Whatever changes are happening, whatever's in all those documents you keep hiding! If it's really going to effect us, then we all deserve to know!

I wanted to let you all know that I've decided I'm going to be leaving the convent... I'm so sorry I won't be here to see you all take your first vows.

No, it's not because of her. It's not because of anything... I'm just not sure this life is for me anymore? I've been a Rose since I was 16 years old, I'll always love this place. The place where I grew up ... But I'm not meant to be here anymore.

As for Reverend Mother, I know it's hard to understand... But I promise, all she really wants is for you to be the best nuns possible.

To serve God in the best way possible, with the most dignity... I know it may not seem like it, but she does care.

Yes. I'll always be a member of the church, the church is my family. And you, all my sisters, that I've lived here with day in and day out- You're my family too...

I want each and every one of you to know, that I love you with everything in my heart.

Following behind a faceless nun, we pick up Sister Anne as she crosses, quickly looking up toward the steeple as the bell continues.

That's the bell that let's us all know it's time to get up, get dressed, get ready for morning Mass....

Mass begins once Father Luca arrives. Father always keeps his back to us the whole time, and he always reads the liturgy in Latin...

After daily chores, you'll hear the third bell of the morning. That's how you'll know that Grand Silence is over...

As you probably noticed, all our meals begin with a reading. And even though it's after Grand Silence, we do try and remain as quiet as possible during meals...

Oh and sometimes, you might see some of the novices doing their own penances in the refectory. Probably best to just ignore it, at least until you're novices yourselves.

Everyday after the 3pm bell, is when we have our lessons together...

I know this isn't our normal hour together, but I just wanted to call you all in here, to let you know something...

Alone in her cell, Sister Candace so intensely and passionately whispers her morning prayer to Christ.

Oh Lord, through the immaculate heart of Mary, I offer you my prayers, works and sufferings throughout this day.

What? What do you mean you weren't raised in the church? Aren't you Catholic?

Why do we have to walk like that? I mean, what if we can't see where we're going?

That's the point, isn't it. I want to die here. I want to die here, cause I know it's the closest place on earth to get to Heaven.

Who cares, they'll be dead already, so it's not like they'll notice... Don't you think just knowing he knows we're here for him, knowing we're so much more special to him, than anybody else- Don't you think that makes it worth it?

Just now, when you said she did a good job... I saw her smile... Like she was pleased with herself, like it was all a joke to her.

Sister, I'm so sorry... I'm so sorry for the things I said... I don't think you're vain at all.

Let him kiss me with the kisses of his mouth. For your love is better than wine; your anointing oils are fragrant; your name is oil poured out on me; therefore virgins love you. Draw me after you; let us run...

Apparently the S.O.C's weren't strict enough for her. I guess she came here for all the extra self punishment.

As Charlotte too, kneels by the side of her bed saying the same prayer, soon the two sisters' voices are joined. Followed by more and more voices, creating an ongoing chorus of collective whispered prayer.

A single line of NOVICES march together through the morning light, and all in such perfect military precision, towards the chapel.

As the whole community is gathered again for Mass, the priest, FATHER LUCA, begins to recite the service in LATIN....Turning into the pews, we then see sisters Emily, Evelyn and Candace all sharing the same Latin/English TRANSLATION BIBLE - The poor girls are desperately trying to figure out what Father Luca is actually saying.

A small group of NUNS stand completely silent and staring up towards the steeple and bell. Once the bell finally rings again, they all turn to each other and start laughing and chatting away.

The same long line of nuns stand single file outside the dining hall. Each sister stopping to formally greet Reverend Mother, before entering inside for lunch.

Again in the refectory, all the sisters stand before their plates, silently listening to the morning reading.At the same time and as the reading continues, we notice one young NOVICE strangely step away from her table, slowly walk to the center of the room and lay herself prostrate on the floor.

Somewhere along the convent grounds, another group of NOVICES all struggle together to carry an enormous SIX FOOT WOODEN CROSS, all lunging, one leg in front of the other, across the courtyard. It is an unbearably arduous looking task.

As all the postulant sit behind small wooden desks in the convent classroom, Mary Grace wanders through all the desks, teaching them all SIGN LANGUAGE.The girls then all quickly open the little SIGN LANGUAGE BOOKLETS on their desks, with Mary Grace looking over all their shoulders, helping them all.

Another BELL, before we look out to the courtyard and see all the postulant girls take off in flight!! Running like kids, laughing and chasing each other in a game of tag. At the same time Cathleen, somewhere off from the others, sits alone in the colonnade and reading the bible. She hears the joyful SHRIEK of all her postulant mates \* playing, turns and looks for a moment, then immediately goes back to her studying.

We then return once more to Sister Candace, and her ceaseless, repetitious, but deeply passionate praying. We hold on her like this, as the music gradually fades... HARD TO BLACK.: FADE UP:

Inside a long hallway within the Motherhouse, we follow the billowing habit of another faceless NUN.

Alone in her private office, Reverend Mother sits at her desk reading scripture to herself. Before suddenly there's a knock at the door and Sister Genevieve peeks her head in, a small PACKAGE in her hands.Reverend Mother then looks up a bit surprised.Genevieve hands her the package, as Reverend Mother carefully unpacks a large stack of DOCUMENTS from a small ENVELOPE. As she then slowly starts glancing over all the papers, it becomes clear that there's something rather sensitive about the content of these documents. Reverend Mother looks back up at Genevieve.Waiting for Genevieve to leave, she starts flipping through the papers again- Clearly unnerved by whatever it is she's reading. This package is a problem.

A beautiful sunny afternoon as all the postulants lay together in a field of grass, surrounding Sister Mary Grace. Sister Evelyn also in the midst of explaining...Some of the other girls smile and nod, as Mary Grace turns back to the group.Sister Emily then immediately raises her hand.Emily smiles proudly, as many of the other girls look impressed.There's a bit of laughter through the crowd, even Mary Grace can't help but laugh. She glances around again, before her eyes land on Cathleen.Cathleen looks self-conscious.Now all eyes turn and everybody stares at Cathleen.A bunch of the other girls start giggling.A few girls continue to snicker, while others seems quite taken if not admiring of Cathleen's sincerity.

My mother always said at least one child should be sacrificed. Even though I come from a big family I'm still the only girl of 5 brothers, so I guess it was pretty obvious which one of us was gonna end up becoming a nun... I'm happy about it though. I'm just so proud to be here, showing all my devotion. I don't care how hard it's supposed to be, I just can't wait til' we all get into the Novitiate and get to wear those white veils.

Well as for me, I had two cousins, and one older sister that all chose the Sisterhood. So in a way, I guess you could say it's kind of in my blood... Matter of fact my great aunt was even once named Mother General for the whole entire state of Texas...

Pretty much as far back as I can remember, all I wanted was just to follow in all their footsteps...

Are you still going to be a member of the church? After you leave I mean?

I'm untidy. What I mean is, I'm messy. Like sometimes when I look around my cell, with all my clothes all over the floor, I feel like I'm such a slob, and I need to do better... I space out a lot too, they used to call me 'space cadet' in school because I spaced out so much...

There's part of me that wonders if I'm good enough to be here? If I deserve to be here or deserve anything good that happens to me... I want to be good, to be pure, and good. But I don't know if that's who I really am on the inside. And sometimes my thoughts inside don't always match how I act on the outside. And sometimes I feel like I'm ugly and bad inside.... And I know I've let people down before too. I've let my parents down before, my ma and my dad... But I don't want to let him down Mother, I don't want to let Jesus down. I don't want to fail him, ever... And I just hope he knows that I can do better, if he lets me...

No... I mean how would she even know what I did, if she hadn't broken Custody of the Eyes to look at me?

And do what? Tell my parents and everyone back home that I failed at being a nun.

It's okay Sister, I know... I don't think you're a liar. I'm sorry too.

With the help of God, I've come to know in this community both the difficulty and joy of a life completely devoted to him. My desire is to make permanent profession within this community, and to wear the holy habit of the Clare.

I seek to take the vows of chastity, poverty and obedience. To give my life to God for all eternity, to be married forever to our Lord, Jesus Christ.

Lord please forgive for all the mistakes I've made so far as a postulant. I didn't focus enough on my prayers this morning and I rushed straight to Mass.... Because I just wanted to be with my friends. And I'm sorry sometimes if it seems like I pay more attention to my friends, than I do you. I'm hoping to change that....

It just gets to me you know. Like I just think of how young we still are. All the things we could be doing, if we weren't stuck in here, in the Novitiate. All my friends back home, they're all just doing \* normal teenage stuff- Going to drive-in movies, going roller skating, watching the fireworks on the 4th of July, going on dates with boys. Even....

You can't tell me you've never thought about it. Everybody does, even nuns, they just never talk about it.

Because everybody does. It's normal. More normal than you think.

You never kissed a boy before you came here, nothing like that...

I never thought I'd say this, but there are times when I question if God is real?... It's so horrible, I know. But what scares me to think is, what if he doesn't really exist?

What if he's just something we all made up one day, then everybody started believing it... All the things we do for him, everything we all put ourselves through, how we push ourselves and push ourselves to live only in his image... If it ever turned out that God didn't really exist- Then who would we all be doing it for?

I just don't understand who she is or what she's even doing here?

It's because of Reverend Mother isn't it. She wants to take you away from us.

Both the difficulty and the joy of a life completely devoted to him...

You don't have to stay here you know, none of us do, you could leave anytime you wanted...

That it was really, truly his voice speaking to me... I just don't know anymore if this is really what he was calling me for? Maybe he doesn't need me here anymore? Maybe he wants something else for me? Maybe he never meant for me to be a nun in the first place, and doesn't care what I do. He just wants me to live my life, and be a good person and be happy.... Or, maybe not?

Seated across from Reverend Mother in her office, Mary Grace waits awkwardly in silence- All while Reverend Mother's attention is completely buried in the same stack of DOCUMENTS we saw before. In fact Reverend Mother barely even looks up, as she asks her.She pauses to see if Reverend Mother might give up some of her attention. Not finding it, she continues.At this Reverend Mother seems to glance up, but only briefly.Reverend Mother finally slides the documents to the side, turning more directly to Mary Grace.All while Mary Grace just looks at her confused.Mary Grace suddenly looks a bit excited by this.All while Reverend Mother just looks at her so steely.Mary Grace looks towards the papers again.Reverend Mother quickly slides the documents out of reach.She then finally shoves the documents in a drawer, smiles.

The Postulants all stand gathered around Sister Anne, in the midst of demonstrating "how to walk" to them. As she speaks, we also notice that Sister Anne, like Sister Kate, is a bit meaner and less tolerant than Mary Grace.Sister Anne then begins to walk in a straight line, demonstrating the specific posture to perfection.Sister Anne then stops dead in her tracks, turns and glares at Candace.A few GIGGLES erupt from the group.Anne then looks around, motioning to Sisters Emily and Charlotte.The two girls look at each other, then immediately hurry over.Emily and Charlotte then stand face to face.Reluctant at first the girls do as their told. At first just looking, then gradually staring more directly and intimately into each other's eyes. It's tense and uncomfortable.We hold on Cathleen, quietly taking it all in.

Everybody pay attention! I'm going to show you how we walk. It's called, 'Custody of the eyes'...

You put your hands inside your sleeve like this. Always go slowly, gracefully, never ever in a hurry... Most important is you keep your eyes down. Make sure you're always looking straight ahead at the floor in front of you.

Shhh! Not that it's your place to question anything sister... But it's a part of our discipline. We keep our eyes down to show God how focused we are on always giving him our full attention.

Exactly. We're not supposed to think about each other. We're only supposed to be think about God. Because even though this is a community, we're not here for each other... We are here only for God.

You 3 are late. Is everyone here now? Who wants to be fitted first...

Sister Emanuel's dress won't be needed anymore, because Sister Emanuel has left. She's not going to be taking vows with \* the rest of you anymore.

I have no idea. She just left, that's all I know. My guess is she just didn't want to be a nun anymore.

The sun begins to set over the convent, as we find Cathleen alone in the courtyard, so diligently, attentively, practicing her Custody of the Eyes. Her concentration is almost spooky, as we hear her voice whisper in...

I love you God. I love you so much more than I ever thought I could love anything in my life. I love you so much more than myself even...

Before we find Cathleen all alone in her cell, knelt on the floor beside her bed so intimately praying out loud.As she continues to whisper, we notice her breathing become heavier and heavier. A strange intensity to it.

Inside the convent's family waiting area, Nora sits beside a number of other PARENTS, all very wholesome looking married couples. She seems nervous already, her first visit since Cathleen left home. Not too mention being the only single parent doesn't help. A DOOR at the back of the room then opens, as another set of PARENTS step out. A NUN on duty then motions to Nora that it's her turn to enter.

As she's now brought into the adjoining room, Nora looks up surprised to see a large METAL GRATE running down the center of the room, with Cathleen there waiting on the other side. It's an eerie sort of set up, not unlike what you might expect to find in a prison. Cathleen and Nora smile awkwardly between the grate, it's a strange sort of reunion, both of them having missed each other so much, neither of them knowing quite what to say. They sit down.Beat.Cathleen smiles.Now Nora looks disappointed, this is clearly not the answer she was hoping for.Now Nora just can't take it anymore.Beat.Cathleen suddenly looks a bit struck by this, like she didn't quite realize it would hurt so much. Beat.Cathleen thinks about it, then shakes her head.Cathleen then begins to get up.Cathleen pauses, just looking at her.Nora then moves her hand up along the grate, holding it out for Cathleen. Cathleen thinks about it a moment, just looks at her sadly.Cathleen barely pauses before heading out the door.She then walks straight out, leaving Nora completely crestfallen by the encounter.

Far off along the convent grounds, Sisters Sissy and Candace race around through a CEMETERY, laughing and chasing each other like overactive schoolgirls. MOMENTS LATER they wander together, Sissy pausing to read some of the grave stones.Beat.Sissy suddenly looks a bit embarrassed.

Can't believe all the sisters that died here. You think we're going to die here too?

I guess I just didn't realize it was really going to be like this.

That we'd really be spending our whole entire lives here, never ever going home again. We won't even be able to go to our parents' funerals.

Audrey Hepburn. I wanted to be a nun because of Sister Gabrielle, in The Nun's Story... She was just so perfect and holy and beautiful and everything... I just wanted to be like her.

My relationship with him, whatever we're supposed to feel? Like I can't tell if he's really there and I'm really communicating with him, or if it's all just all in my head....

RM says we can't fake our relationship with him, because even if no one else does, he'll still know and he'll shun us for it... But what if I'm faking and I don't even realize?

I... I didn't realize it was Grand Silence... They told us to count all the bells before noon. I counted 3 bells.

All alone in the back of the darkened chapel, we find Sister Mary Grace lost in thought. Looking more closely she seems a bit stressed, if not silently stricken by something. She tries to pray, but for some reason just can't. Tries to pray again, but still can't. Finally she just stares off into space, searching for the answer to something.

Along the floor of the Postulant hallway, Cathleen and Sister Sissy now sit together whispering.Cathleen stares into Sissy's eyes so compassionately.

The entire community of Roses is once again gathered for Mass. The priest beckons all the sisters to pray, as we watch a sea of black heads all bow at once.

Later in the evening, Mary Grace returns to her cell. Carefully removing her veil, she shakes loose all her tangled hair, then plops down on a chair, staring vacantly into space. She remains frozen for a long moment, before she then slowly reaches a hand down to pull up the bottom of her habit, moves her hand between her legs and begins to masturbate. She does it all very rapidly, mechanically, almost as if all she wants is to get it over with as soon as possible. As if the shame of the act is something she can actually out race by doing it fast enough. Finally reaching a climax she drops her head down, breathing heavily. Her eyes drift off and stare at the floor and for a second, it almost looks like she might cry. This is a woman in a lot more secret pain and confusion than even she herself realizes.

All alone in her office, Reverend Mother sits talking on the phone in what appears to be a very tense call.We then notice her eyes glance angrily across the desk toward that same stack of Vatican II documents. She shakes her head.Reverend Mother then slams down the phone, clearly not happy with the result of the conversation.

It is sometime early afternoon as we again hear the SOUND of a BELL, although now it seems to have taken a somewhat ominous slightly foreboding tone. As Reverend Mother then walks alone through the courtyard, she passes by one of the Postulants, walking in the opposite direction, who softly whispers to her in passing.Reverend Mother just routinely replies as she continues on.But then Reverend Mother suddenly stops. Just halts on a dime, turns right back around and looks at the girl dead on. Beat.As we now turn we see that the girl in question is in fact Sister Sissy, just looking up at Reverend Mother totally bewildered and shocked.Sissy is speechless.Now suddenly Reverend Mother's anger level jumps two fold.All while Sissy is now on the verge of tears.Sissy then gets down on her hands and knees, starts to crawl along the floor while reciting softly.Sissy looks up terrified as Reverend Mother bends down, starts signing like crazy right in front of her face!Sissy just looks at her.

We watch Sissy continue to crawl across the ground, saying the prayer in silence, tears streaming down her face.

It is early evening as we again find Mary Grace alone in the chapel again, not praying but just staring vacantly. Suddenly the doors open, Cathleen enters as Mary Grace immediately turns, somewhat startled.Hesitant at first, Cathleen then goes and sits in the pew behind Mary Grace. Mary Grace turns and smiles at her.Mary Grace just nods empathetically.Sister Mary Grace laughs sweetly.Cathleen smiles so brightly at this, nearly blushing.Mary Grace tries to accept the compliment, but looks a bit guilt ridden. There's a subtle pause as she then gets up from the pew, looks down at Cathleen so tenderly.Cathleen just looks at her and nods, even though it's clear she has no idea what it means. Mary Grace then walks out, leaving Cathleen so helplessly confused.

All alone in her cell, Sister Emily is knelt on the floor praying.

It is Choir practice as Sister Mary Grace sits in the pews, watching all the postulants go through their chanting of the DIVINE OFFICE.Before suddenly Sister's Anne, Kate and Genevieve come bursting into the chapel, everybody immediately stopping and turning. They then each go and whisper into the ears of two of the Postulants, Marianna and Theresa. Both girls seem so frightened, so confused, before they quietly and obediently follow Anne, Kate and Genevieve out. All the while Mary Grace just watches the whole thing confused, trying to figure out what the hell is going on. She finally gets up and walks out of the chapel herself.

You shall speak to him and put the words in his mouth, and I will be with your mouth and with his mouth and will teach you both what to do.

Outside the door to Reverend Mother's office, Mary Grace waits and paces unsure if she should enter. The door to the office then opens, with the same two girls, Theresa and Marianna both racing out, both hysterically crying. Mary Grace moves to comfort them, but then thinks the better of it as Reverend Mother also emerges. The girls disappear down the hall, leaving the two older nuns alone.Reverend Mother just stares at Mary Grace, not exactly pleased with the sudden line of questioning.Beat. We see Mary Grace, slowly become more defiant.Mary Grace just stares at her, wondering how defiant she can really be.Now Reverend Mother suddenly looks shocked, and PISSED.Reverend Mother is silent for a long moment, weighing her words carefully. She then moves closer to Mary Grace.Mary Grace just stares at the floor, shaking her head.Before suddenly Reverend Mother's anger level jumps big.Mary Grace looks at her one more time, then just turns and walks away.

Now suddenly they're both silent. Both so shocked by what has just occurred.

Later in the night Mary Grace is curled up on the floor of her cell, crying hysterically. It's such a deep and guttural weeping that goes on and on, painful to listen to. Beat.

All the Postulants are now gathered in the study room staring up at Mary Grace, who stands at the head of the room looking back at them all so sadly and tenderly.The room falls silent. All the girls look so shocked.Mary Grace just looks at them, overwhelmed by their devotion.They all look so sad, a few begin to cry.Mary Grace pauses for a long beat, unsure how to answer.She now looks at them so tenderly.We hold for a beat on Mary Grace's face, then slowly.... FADE OUT.: FADE UP:

As another reading is taking place, we go to a CLOSE UP on Reverend Mother, staring off into space, seeming more consumed and distracted than ever in her own thoughts.MOMENTS LATER the room has fallen silent, with everybody sitting down to eat, including Reverend Mother. Before suddenly, there is the sound of a loud and strange sort of COMMOTION.At first not quite sure what's going on, suddenly everyone in the room turns to look at once- Just as a much OLDER NUN, roughly 70, charges into the dining hall completely NAKED and seeming like she's on some sort of mission. She is also wildly waving her hands in the air, ranting and raving and trying to get everyone's attention.Moving to the postulants table, ALL the girls try and hold it in, before they instantly break out in laughter. While all the older nuns just stare in shock, crossing themselves and shaking their heads. All the while Reverend Mother just watches the whole thing with an oddly restrained, quietly infuriated expression.As the old naked nun then finally finishes her rant, starting to head back out, as Genevieve and Kate immediately bolt after her, trying to cover her. Turning back to the postulants, still all so amused- We hold on Cathleen, just watching and half smiling. Before gradually her smile begins to shift into something else. Far more perplexed, pensive, disturbed. Beat. At the same time as music begins to fill in...

There's a new era coming sisters. Oh yes, a new era and a new wind is about to start blowing in here.... You hear me!

Listen to me!... Because there will come a time very soon... VERY SOON SISTERS... When all your cathedrals will suddenly come crumbling to the ground.... And these trappings and clothing, too, will go falling away to the ground... And it'll be just us sisters. Just us and Him. All of us, once again, naked before God...

Along a separate entrance to the chapel, a large CROWD of about 40 PEOPLE stand waiting to go inside. These are all the PARENTS of the various postulants as well as various seculars and locals, come to witness the postulants very first CLOTHING CEREMONY.

An even larger crowd starts to overflow into the chapel, before sooner or later we see Nora there too. She is all dressed up, though perhaps a tad inappropriately, not too mention wearing a bit too much make up. As Nora then wanders to find a seat, moving in and out of more people- She accidentally bumps into none other than Reverend Mother.The two woman exchange a quick glance, Reverend Mother looking Nora up and down. Nora continues on.

Inside a hidden atrium to the Chapel, is a scene of utter PANDEMONIUM and CHAOS. The entire group of our now some 17 postulants, hurry to change into their official and formal WHITE WEDDING DRESSES, assisted by a small trio of OLDER NUNS. And these girls couldn't be more excited!

Again in the Chapel Ante Room, we see all the girls clothed in their WEDDING DRESSES, scurrying to quickly get into line.

The music then begins to grow louder, harkening the feeling of something so divine and exalted. Somewhere amidst the pews, Nora pushes up on her toes, leaning her head over shoulders, then turns her head to see.... The entire immaculate procession of new brides, Cathleen and her fellow postulants, all dressed in gowns and veils, so slowly and deliberately to make their way down the aisle. Such a stunning and beautiful procession. We also hold on the face of each girl as they pass, peering into each of their eyes through the veil, as they all maintain their Custody so regally and exquisitely. MOMENTS LATER all these budding brides are finally knelt together in a line at the altar. A celestial light outlining and silhouetting them, bathing them almost. The back turned Priest then recites;Somewhere in the Nuns' pews, Reverend Mother lowers her head to pray as does everybody else. Nora doesn't realize what's going on at first, but then sees everyone praying and finally does the same. Cathleen, kneeling in the line beside the others, makes the sign of the cross along her chest. Before the entire congregation is suddenly hushed, as Sister Emily stands alone with the Priest upon the altar. Emily gently genuflects down to kneel before him, gracefully bowing her head as he lifts her veil. Emily and the Priest then look straight into each others eyes.CUT TO: Sister Charlotte now knelt before the Priest.CUT TO: Sister Candace knelt before the Priest.CUT TO: And finally, Sister Cathleen.The traditional WHITE VEIL NOVICE HABIT, so precisely folded in a large cloth square, is then handed by young ALTAR BOYS into each girl's arms. (The final symbol of their transference from Postulant to Novice.) Moments later, all the brides lay on the floor in a row together, as a large BLACK CLOTH, baring a single GOLD CROSS in its center, is rolled over them and all their bodies. (Symbolizing their now death to the outside world)

My desire is to be allowed to make perpetual profession within this community....

Back in the atrium, the group of new Novices still in wedding dresses are now all lined up, anxiously awaiting something. As we move slowly down the line, from one girl to the next, we then discover that what they're all waiting for is to have all their hair shorn off by an older, SCISSOR- WIELDING NUN. Many girls also can't help but tremble and shake, as they lower their heads to be met by the blunt scissor. Finally Cathleen comes to the front on the line, bends down before the scissors.Just as CHUNKS AND CHUNKS of Cathleen's own HAIR fall in SLOW MOTION to the floor.

A sudden shift in music, as the entire crowd in the chapel rise again and look toward the aisle, to see.. The new group of Novices changed out of their wedding dresses and re-clothed in their NEW NOVICE HABITS. Coming down the center aisle in procession again. As we look into Nora's eyes we also see a tinge of deep sadness, realizing her daughter has now turned a corner she may never turn back from. MOMENTS LATER the Novices all kneel again before the altar.Finally, they begin to make their procession back out. We hold on Cathleen as she momentarily breaks custody of the eyes, looking everywhere in the crowd for Nora. Once she finally finds her, Cathleen and Nora then sweetly lock eyes. Cathleen shyly smiles at her mom, who immediately smiles back. Nora doing her very best to make her daughter believe she's happy for her.

We hear a shrill sound of LAUGHING, before looking over a field to see the entire group of new Novices dancing around a BONFIRE. They are redressed back into their WEDDING GOWNS, euphoric with laughter, dancing and singing, having the time of their life.They all continue to laugh and twirl around the fire like little girls, reminding us again how ridiculously young they still are.

Looking down the long hall in the Novitiate dorm, we see all of the Novices just standing outside their rooms and watching in total shock. At the same time as Sisters Anne and Kate go in and out of each room, so violently removing and then SMASHING all the girls' MIRRORS. We see all these pieces of broken mirrors thrown down into PILE ON THE FLOOR.The others just keep watching and shrug. Beat.

In the courtyard, the new Novices walk toward the chapel in perfect unison, moving as one like some elite and highly trained unit of an army.At the same time as a couple of 'new' Postulants who happen to be walking in the Novices path, jump to move out of the way.

Inside a dimly lit and chillingly silent room, all the novices are now all crouched on their knees, facing each other in one large circle. Reverend Mother is also there walking through and amongst all the girls, looking down at them so intimidatingly.Reverend Mother finally moves to a chair at the head of the room, sits down and stares at them all.Peering around at all the girls, we see how completely terrified they all already are.Reverend Mother then looks around for a moment, before she finally turns and looks directly at Sister Evelyn.Without raising her eyes, Evelyn shuffles across the floor on her knees, stops dead center in the middle of the circle.Evelyn is clearly completely baffled and confused by these instructions.More closely on Evelyn, her body begins to tremble a bit.Evelyn pauses, just halts mid sentence.We peer again at all the others, from one face to the next, as all of them grow more frightened and disturbed. Beat.A long, silent pause as Evelyn slowly begins to cry.Evelyn then stops, shaking uncontrollably and crying.As Evelyn's body finally relaxes, we see the tiniest hint of a smile on her face, more relief than anything else.Evelyn then starts to shuffle back to her place in line.Evelyn stops, freezes, completely confused.Still halted, Evelyn finally shuffles back to the center, just Reverend Mother turns to the group at large.Longer Beat. Everybody is dead silent, completely caught off guard, unsure what to do.Continued silence, no one wants to talk. Beat.Reverend Mother turns again to Evelyn,Evelyn just continues to stare at the floor trembling.Before suddenly Candace yells at her!With Evelyn yelling back!There's a long, silent, overwhelmingly tense pause. Moving from face to face, we see how traumatized the girls are. Terrified to speak again, Evelyn then finally asks...

A quiet empty stairwell, as Evelyn, Charlotte and Candace all sit together on the stairs. Evelyn is also hysterically crying, both girls just looking at her.Evelyn just shakes her head.Clearly guilt ridden by her prior accusations, Candace then turns to Evelyn so empathetically.Evelyn herself turns to Candace sweetly.

With the entire community once again gathered for the afternoon meal, suddenly Sister Genevieve stands and begins clinking her fork on a glass, addressing the room.At the Novice table, all the girls immediately turn and look towards the podium, a mutual air of shock. Following their gaze, we then see a very beautiful, \* devout looking young woman of 24, standing beside Sister Genevieve - SISTER EMANUEL. Cathleen too then casually steals a glance at the new sister, although doesn't seem to show much interest. \*

Inside the dead silence of the Chapel, all the new novices are lined up at the foot of the Altar, given a special communion by Father Luca. And as we slowly PAN across, moving from one girl to the next, one open mouth to the next- a strange sort of tension begins to build.

On a sunny afternoon, Sister Cathleen and Sister Emily sit alone together, in a tall field of swaying grass.Emily pauses for a moment, afraid to even say the word.Cathleen just looks at her, shocked then immediately starts blushing.Emily just looks at her.Cathleen shakes her head.Cathleen suddenly blushes even harder.They're both silent again. Emily stares off, seeming suddenly ashamed.

Music begins to drift in, as held alone in a single frame, Sister Candace gives a reading before the meal.

Returning to another Chapter of Faults, the room is dead silent as Reverend Mother just looks around at all the girls, her eyes moving from girl to girl. Her eyes then finally land on Cathleen.Stunned, Cathleen is momentarily frozen. Before she finally shuffles across the floor to the center of the room.Cathleen pauses. It takes her a long time.There's a long pause, everyone waiting on Reverend Mother's reaction to this. But this time Reverend Mother seems softer, more tolerant.

Alone and in her cell at night, Cathleen is now knelt on the floor in her nightgown and praying. \*MOMENTS LATER Cathleen undresses out of her habit and \* into her nightgown. And again for the brief moment that \* she finds herself nude, she struggles to hide her own body from herself.

MUCH LATER, the room is now shrouded in darkness. As Cathleen is also deep asleep, she gradually begins to toss and turn in bed, somewhat restless, until it \* gradually mutates into something else entirely. \* Still deep in sleep, Cathleen unconsciously begins to breathe somewhat heavily, then slowly moves her hand between legs beneath the blanket, clearly aroused, masturbating without knowing. It goes on for a minute or two as she remains asleep the whole time. Before Cathleen then suddenly jolts up and awake, completely startled! Breathing so heavily and desperately she just looks down at her hands. We then move in on her face and eyes, her terrified expression. It's literally as if she has no idea what just happened, but only knows it's bad.

Gazing at the cloister from a distance, the first MORNING BELL begins to chime.

Seeming as if she has been up all night, and so wracked with guilt and worry- Cathleen is knelt beside her bed, struggling to pray.

In the midst of morning Mass, the novices are all seated together in their pews. As the Priest then beckons the entire congregation to pray, we focus on Cathleen who's still so distracted she forgets to lower her head. Seated \* beside her, Sister Charlotte notices and gently nudges \* her. Cathleen looks up confused. Charlotte then shoots her a look like, "Everyone's praying."

Inside the refectory, the entire community all eat in silence. Except for Cathleen, who simply stares down at her plate of food as if it disgusts her. As if not eating might somehow absolve her secret, crippling guilt. Across the table, Sister Emanuel happens to glance at Cathleen and then down at her plate. She seems to be the only one who notices. As a Postulant then finally comes around to collect everyone's plate, Cathleen hands hers over, full and untouched.

Inside Reverend Mother's small private chapel, she kneels on the floor, deeply praying. There's then a KNOCK at the door, with Sister Genevieve peeking her head. Reverend Mother turns, confused.Now Reverend Mother's face suddenly looks a bit panicked, she clearly wasn't expecting this.

A WIDE SHOT from across the enormous room, as we see the silhouette of a man waiting by himself. Reverend Mother then hurries into the room to greet him. MOMENTS LATER they are seated across a small table from \* one and other, a tea set placed between them. ARCHBISHOP McCARTHY is also so exquisitely powerful and composed, while Reverend Mother actually seems a bit nervous and fidgety.The Archbishop laughs out loud at this. While Reverend Mother just looks confused, she doesn't know what's funny.Suddenly Reverend Mother seems even more fidgety.Reverend Mother begins to get up, but he makes it clear she better sit back down.The Archbishop laughs again, and she again doesn't know what's so funny.Beat. The Archbishop is still not moved.Reverend Mother just shakes her head.The Archbishop then slowly rises and starts to head for the door. But just as he reaches it, he turns back.Reverend Mother just glares.And now she glares at him even harder.

Let's put it like this- I've been hearing a lot recently, about how this order in particular, is having difficulty embracing some of the changes put forth by the Second Vatican Council, Vatican II?... Now you tell me, is that accurate?

How amusing. I think you're the only one \* who missed the subtext there. For most of us, the word "suggestion" is understood as synonymous with "obligation".

No, we're not done.... What exactly are you having the most difficulty with? Why don't you lay it out for me.

Now are you still encouraging all your Postulants and Novices to perform extreme penances on themselves? All that old medieval stuff?.. Because that's gotta stop.

Like I said, it's gotta stop... And as for the rest of Rome's recommendations- I just hope you'll keep an open mind, try to see them all together as part of a larger theme. The theme is change, adaptation, spiritual evolution.... Do me a favor, just try and open your mind to this. Otherwise, I may "suggest" we find a replacement for you.

You should smile more, women are so much prettier when they smile.

Yet another "Chapter of Faults", as all the Novices kneel in silence, with Sister Emily in the center.Turning to Reverend Mother, we see how completely checked out she seems, as if her thoughts are literally miles away.Turning back to Reverend Mother, it takes a moment for her to even realize Emily has finished. Everybody waiting on her word, she finally checks back into the present.At which point Reverend Mother just gets up and walks straight out of the room, leaving all the girls in shock. Beat. Everybody just looks around.

A large clothes line is hung, with a small group of Novices busying themselves doing laundry. Glancing across the courtyard, Sister Emily then happens to notice Sister Emanuel walking by herself, head down, minding her own business. Emily shoots a look over to Sister Candace, as the girls start whispering.They both giggle out loud, then stop themselves.

Back in the dining hall and while everyone around her eats, Cathleen just stares down poking and picking at another PLATE OF FOOD. Emanuel again, seems to be the only one that notices. Cathleen then happens to catch Emanuel looking at her, who quickly turns away. It's awkward.

Looking down the long hallway, Cathleen sits alone on the bench outside Reverend Mother's office, waiting. We move in CLOSER on her clearly anxious expression. Then to her HANDS, fussing and fidgeting in her lap. Finally the door to Reverend Mother's office opens with Reverend Mother peeking out. She turns to Cathleen.

Cathleen and Reverend Mother now sit across the desk from each other. Reverend Mother stares at her curiously.Cathleen can barely even get the words out,Caught off guard, Reverend Mother then slowly looks up and much more directly at Cathleen.A long pause, Cathleen struggles so hard to think of what to say.Now Reverend Mother looks at Cathleen with more interest, as if actually noticing her for the very first time.Cathleen nods. Reverend Mother continues to look at her. \*Cathleen nods again. Reverend Mother then opens a drawer removing the small knotted WHIP from her desk. She slides it across to Cathleen.Cathleen slowly takes it, begins to get up.Keeping her eyes on Cathleen, Reverend Mother watches her \* leave with intensified curiosity.

Knelt by herself on the floor, Cathleen slowly and meticulously begins to pull her habit over her head. She stares at the floor for a long beat, clearly so utterly terrified about what she's about to do. Finally she reaches down and grabs the Discipline off the floor, takes a deep breath and begins to whip herself. She hits herself very, very hard. CRACK! CRACK! CRACK! And with each and every crack, we can hear her muffled yelps and moans of pain. And yet she keeps going, just gritting her teeth and trying to get through it. Cathleen whips herself about 10 times, then finally stops. HARD TO BLACK.: FADE UP:

On a beautiful sunny afternoon, Cathleen sits on a bench by herself reading the Bible. Suddenly Sister Genevieve then walks across the courtyard to her.Cathleen then looks up, staring at Genevieve confused.Sister Genevieve looks around to see if anyone's watching. She whispers something into Cathleen's ear.

Following behind Genevieve, Cathleen starts towards the main nun's door of the Family Room, but then Genevieve stops her, motioning elsewhere.Cathleen then follows her through the alternate door.

As Cathleen enters, she immediately sees Nora standing there and waiting, wearing an odd expression. And we can tell Cathleen's not happy about it. She slowly walks to her mom, with Nora at once trying to hug her. But instead Cathleen freezes.Confused for a moment, Nora then turns and glares at Genevieve. She takes another step toward Cathleen.Taken aback, Nora looks at Cathleen like she barely recognizes her.Cathleen just shrugs her shoulders.Nora then gradually begins to get angry, but it's an anger masking a much deeper concern.Cathleen just looks at the floor, averting Nora's gaze.Nora then reaches to grab Cathleen's arm, at the same time as Cathleen immediately and violently jerks it back.Cathleen stares at her hard.She then immediately turns and leaves, not looking back for a second.But she's gone, once again leaving Nora in a complete state of shock and feeling more distanced than ever from her daughter Nora then turns again to Sister Genevieve, who's been standing there the whole time.

Reverend Mother sits behind with Nora across from her. All while Nora wears an almost explosive expression.Nora just glares.Beat.Reverend Mother just looks at Nora, takes a long beat.Calm and cool as ever, Reverend Mother then looks Nora straight in the eyes.Reverend Mother stares and Nora stares back, both so enraged it's like they could almost get in a fist fight. Nora then slowly rises, not taking her eyes off her.Nora heads for the door, but turns back once more.She SLAMS the door behind her. We hold on Reverend Mother in a complete state of shock. The pressure starting to get to her.

As Cathleen looks down to her plate to see a large hunk of highly unappetizing meatloaf staring back at her, we can tell how incredibly difficult this is for her. We then notice Sister Genevieve across the room staring straight at her, watching her like a hawk. Cathleen fully aware she's being watched. Ever so slowly, Cathleen then finally begins to eat. She does so deliberately, one bite after another. One bite after another. One bite after... Before all out of nowhere, Cathleen suddenly starts gagging and grabbing at her stomach, literally doubling over! She gets up to try and excuse herself but immediately falls to the floor, coughing and dry heaving, as her stomach tries to force her food back up. All the other novices instantly rush over to try and help. HARD TO BLACK.: FADE UP:

We watch a small group of Professed Sisters suddenly run for cover, as a heavy rain falls over the convent.

Inside a small infirmary room we come to a CLOSE UP on Cathleen fast asleep, little sheets of rain from the window outside, reflecting over her face. After a moment, a vague shadow then passes over her face. Now Cathleen suddenly jolts awake, shocked to see none \* other than Sister Emanuel standing over her. She stares \* at Emanuel for a long moment, unsure if she's dreaming. \*I didn't mean to wake you. Reverend \* Mother asked me to check on you. \* Cathleen just looks at her. Slowly propping herself up in the bed.Reverend Mother?Cathleen tries to roll over a bit but winces, clearly her \* stomach is still hurting her.Emanuel then walks across the room, grabbing a small bowl of soup she left by the door and hands it to Cathleen.Cathleen sits up further and they look at each other. \* Cathleen then closes her eyes to pray and Emanuel waits. \*Emanuel suddenly looks a bit self-conscious, as if she doesn't particularly like answering this question.Cathleen pauses, as if she's never given it much thought.Beat. Emanuel thinks about it for a moment.Emanuel is about to answer, before suddenly another BELL begins to chime. This one indicating the actual start of Grande Silence.That's Grande Silence, I better go. \* Cathleen looks a bit disappointed but doesn't show it, \* now watching her leave.Emanuel turns. \*Thank you for coming. \*You're welcome. \*

Yes. And it's okay, we don't have to \* sign, it's not Grande Silence yet. \*

Are you hungry? Maybe you should eat \* something.... They asked me to bring you soup from the dining hall. Hold on... \*

So you're from the S.O.C.'s, right? What happened you didn't like it there?

It's not that I didn't like it. I just thought it would be better for me to be a Rose. Thought it would be easier.

Sometimes when things are stricter that makes it easier. I mean, for me I guess.

Being a nun. What I mean is, it just seems to come so naturally to you.

I admire your devotion. How much you seem \* to feel. What you're willing to go \* through. All the passion you feel, it \* seems so real with you. \*

I know what you mean, it's kind of the hardest thing about being a nun for me.

Let not your hearts be troubled. Believe in God; believe also in me. In my Father's house are many rooms. If it were not so, would I have told you that I go to prepare a place for you...

I don't understand? I don't understand? I don't mean to upset you...

Lord, make me an instrument of Thy peace; where there is hatred, let me sow love; where there is injury, pardon; where there is doubt, faith; where there is despair, hope; where there is darkness, light; where there is sadness, joy. O Divine Master, grant that I may not so much seek to be consoled as to console; to be understood, as to understand; to be loved, as to love.... Love, love, love, love, love, love...

Maybe it's a weird question- But why did \* you do it? Why did you starve yourself \* like that, make yourself sick? Did you do \* it for Christ? \*

Shhhh, don't cry.... Okay, okay. I will. I'll comfort you, okay, please just stop talking, stop crying.

Yet again we watch all the novices, in their silent, exquisite, and disturbingly precise procession, make their way through the convent grounds towards morning Mass.

Alone in her office, Reverend Mother stares silently out the window, just watching the Novices with an oddly sad expression. We then look down to the window to another mysterious and ominous ENVELOPE placed in front of her.

With her head resting sideways on the pillow, Cathleen slowly opens her eyes and looks across the room to see \* Emanuel on the floor praying. Cathleen just watches for a \* moment, oddly fascinated. Before Emanuel turns and \* Cathleen pretends she wasn't watching. \*Beat.Cathleen suddenly looks panicked, it's an awkward \* question that she's not quite sure how to respond to.Understanding what she means, now Emanuel looks \* embarrassed. \* Emanuel then goes to the closet to find a nightgown. She \* hands it to Cathleen as Cathleen turns her body around so \* she's not facing her as she changes. Beat.Cathleen looks caught off guard, embarrassed. She's also \* still partially unclothed.Cathleen finishes putting the nightgown on.Emanuel turns then goes and sits on the edge of the bed.Emanuel just looks at her, curiously. \*Cathleen is speechless for a moment.Emanuel looks at the ground for a moment, then back up at Cathleen.

Do you want me to help you change out of your nightgown? You've been wearing that one for a few days now.

Sorry! That was a mistake! I'm sorry! I'm \* really sorry! Don't tell anyone, please! \* That was a mistake! \*

Back in Reverend Mother's office, she finally reaches for the envelope and opens it. Inside is a small TWO PAGE LETTER, which she then begins to read. Watching her eyes read over the letter, line by line, it's as if each line makes her more and more upset, even devastated by whatever the letter is telling her. Reverend Mother then puts the letter back in the envelope and just stares out the window, before she at last begins to pray.

Back in the infirmary, we hold a tight CLOSE UP on \* Emanuel as she reads out loud to Cathleen. \*At the same time, we begin to PUSH IN on Cathleen, her \* face and eyes, as she listens. Expressionless for a long time, all out of nowhere Cathleen begins to cry - Completely confusing Emanuel.Cathleen just stares at her through her tears, barely able to communicate. Emanuel looks so confused, not knowing what to say.A beat passes with Emanuel totally frozen, before Cathleen gradually seems to regain herself. We then happen to notice Cathleen's HAND fall along the top of the bed, with Emanuel's eyes accidentally looking toward it. They are silent for a beat, Cathleen sniffling, before Emanuel looks at her so compassionately then almost involuntarily reaches her hand over to gently hold Cathleen's. But then in an almost knee jerk and spontaneous reaction, Cathleen immediately YANKS her hand away. Silence. It's so awkward, both of them so shocked, speechless and deeply uncomfortable. \* But then Cathleen gradually lays her hand back down. Before slowly, tentatively, exploringly inching her fingers back across the fabric to touch the edges of Emanuel's fingers. With each of their eyes turned completely away, Emanuel too gradually allows her fingers to intertwine with Cathleen's. Until finally they are fully holding hands. Beat. Now all out of nowhere it's Emanuel who suddenly jumps up \* off the bed, violently yanking her hand away, panicked! \*Cathleen tries to hide her shock and shame. \*Emanuel then immediately rushes out of the room, leaving \* Cathleen alone and in shock. \*

In the hall just outside the infirmary, we watch Emanuel \* start to hurry away. Crying, she at first walks, then \* suddenly picks up the pace to a run.

Returning to Reverend Mother, she sits alone at her desk with the huge STACK OF VATICAN II DOCUMENTS in front of her, just staring at them and staring at them. Then suddenly, in a fit of wild emotion, she begins to grab all the papers and wildly throw them across the room. It's as if she doesn't even know what's come over her, but can't stop herself. She's so hurt and so angry.

As a heavy rain begins to fall, we turn to find Sister Emanuel now crawling by herself against the cold stone ground. She is literally soaked to the bone, praying out loud as she enacts her own penance, desperate to punish herself as much as possible.FADE OUT.: FADE UP: NT. REFECTORY - DAY \* In the middle of the afternoon, we find ALL OF THE ROSES \* oddly gathered and waiting for something. They all \* whisper to each other, looking around, seeming as if they \* have no idea what's going on or why they're there. \* At last, Reverend Mother then enters from the front. She \* looks around for a beat, slowly heads to the podium. \* As we watch Reverend Mother now standing there in front \* of the entire group of Roses, essentially her whole world \* for so many years upon years, we see how truly pained and \* conflicted she is about what she's about to do. She takes \* a deep sigh, then looks up at them all so tenderly.We pan around to see the reactions of the utterly \* confused community. \*Everybody still just looks around, not quite sure where \* any of this is going. Reverend Mother just shakes her \* head.Reverend Mother then clears her throat, pulling out the \* same LETTER we saw her holding before. She slowly, deliberately begins to read straight off the page. \*At this, many of the sisters look around at each other, a \* mutual air of shock. "What did she just say?" \*We hear a few GASPS through the room, before everyone is \* suddenly silent. Total devastation. A few sisters then \* begin to cry. All while Reverend Mother just looks at them all so \* sadly, compassionately. Perhaps more than anything else, maternally. Like a Mother that feels she's failed and let her children down.

Sisters, I have an announcement. I \* apologize this has taken me so long. But \* there is something very important I've \* been meaning to discuss with all of \* you.... I imagine by now, at least a few \* of you have heard of something called \* Vatican II. In a nutshell, there have \* been an ongoing series of meetings taking \* place in Rome over the past 3 years. \*

For myself, I could not be more pleased \* with the results of Vatican II. Or even \* with the brave new direction in which the \* church is now going. Pope John XXIII was \* nothing but visionary, in terms of... \* Umm.... Ummm..... \*

Well, let's not belabor this... I'm just \* going to read you this memo from the \* Archdiocese, regarding a number of new \* reforms that we will all be adopting as \* of immediately... \*

"From now on, please be advised that \* Priests are no longer required to read \* the liturgy in Latin, and should face the \* congregation during Holy Mass.... All \* Catholics are further encouraged to \* embrace the idea of full and complete \* religious tolerance. While we may not \* share the same beliefs as others, we will \* honor and respect each and every \* individual's belief as their own, not \* persecute others on the basis of their \* beliefs ... Please be advised also that \* all nuns and women religious, cloistered \* and non cloistered, are no longer \* required to wear the traditional \* religious habit as a symbol of their \* lifelong matrimony to Christ. In fact, \* they're now free to wear what they \* want...." \*

Regarding the culture of more extreme \* abnegation and self-punishment, still \* prevalent in many of our communities \* today- Please be advised that according \* to the council, this is no longer \* understood to be the appropriate path to \* follow, for all those seeking greater \* union with Christ... It is no longer \* acceptable to view any acts of suffering, \* self-punishment, or extreme sacrifice - \* as an act of love, or way to gain favor \* with our Lord. We, as Catholics, need to \* learn to understand love in a different \* way... Finally, from here forward and in \* the eyes of both the church and God \* alike, the status of all nuns will be \* reduced as equal to that of any regular \* practicing Catholic. While the choice to \* enter the convent remains one's own, this \* does not necessarily make nuns any more \* 'beloved' or 'special' in God's eyes. \*

Back in the infirmary it is now very late at night. Cathleen tosses and turns in bed for a moment, then sits up, staring pensively off into the darkness.

With the world hushed and the entire convent gone to sleep, suddenly the doors to the chapel are PUSHED RIGHT OPEN, Reverend Mother charging inside and heading straight for the altar. MOMENTS LATER, Reverend Mother now lays herself across the foot of the altar, staring up so desperately at the ICON OF CHRIST that looms above. Seeming like a woman who's lost all footing in the world. She begins to whisper to God, to herself, to whatever's out there that might still hear her....Reverend Mother gradually begins to cry, perhaps for the first time in 40 years.She then rolls over on her back, laying prostrated and staring up at the ceiling, looking everywhere for him. Hoping whatever she said might somehow bring him back.

In the darkness of her tiny cell, Emanuel lays fast asleep, before there's a knock on her door and she wakes up. Emanuel then walks half asleep to the door, only to find Cathleen standing there in the doorway staring right back at her. They just stand there like that for a long time. Breathing so heavily, Cathleen whispers in a shaky voice.But Cathleen doesn't move, just stays where she is. Emanuel goes back to her bed and sits, with Cathleen \* following and sitting on the other end of the bed from her. They are dead silent for a long beat.Tears well in Cathleen's eyes, so confused by her own emotions she doesn't know how to express it. Long pause.Emanuel turns away and looks at the floor.Emanuel looks at her again, tears welling in her own \* eyes.They turn to face it each other fully now.Unable to stop herself, Cathleen then slides across the bed so that her face is only inches away from Emanuel's. She is fully crying now. Emanuel quietly panic stricken.Emanuel reaches her hand up and into Cathleen's mouth, gently pushing her fingers all around and in between her lips. Cathleen let's her forehead fall to rest against \* Emanuel's, now breathing even more heavily. \*Please just comfort me. Please just comfort me. Please just comfort me. Please just comfort me. They then gradually begin to kiss. At first so timidly, \* as if it is possibly the first time for both of them. \* Then a little more freely. Then more intensely. Then more \* passionately. Then more and more passionately, Cathleen \* unable to stop crying as it happens.

Before we again find ourselves back in Reverend Mother's office, with she and Cathleen sitting directly opposite each other. Cathleen is clearly very nervous, silent for a long time, unable to look at Reverend Mother for fear of being found out. Beat.Cathleen just looks at the ground.Oddly expressionless, Cathleen just nods.Reverend Mother stares at her, almost compassionately. Almost as if longing for some connection with her.Cathleen looks up surprised.Reverend Mother tries to think of how to say it, growing even more emotional and confessional.Cathleen looks again. Unsure how to handle her sudden candor and intimacy.Cathleen just stares at her, a strange moment of connection as if they both understand each other more deeply than they thought.Reverend Mother just stares at Cathleen, who stares back at her. We hold on them looking at each other like this.

We hear the sound of the mid afternoon bell, as Cathleen is now walking by herself back through the colonnade. At the same time and coming in the opposite direction, is Sister Emanuel. Cathleen and Emanuel then cross in the middle, all while both maintain such rigidity in their 'Custody of the Eyes', it's hard to tell if they even see each other. Then suddenly Cathleen stops, turns and looks at Emanuel.Emanuel turns and looks at her too, but with such vacancy in her eyes, such total absence, it's hard to tell if she even recognizes her.They continue to look at each other. As it's gradually clear Emanuel has no plans to knowledge her. Emanuel then turns and walks away. Beat.

So many things have changed since we were postulants... I know that when I first had my vocation, that it was real, it was a real vocation.

We again find ourselves in another Chapter of Faults. Sister Charlotte on the floor, confessing before the group.Reverend Mother is oddly calm. She just stares at Charlotte for a moment, then shrugs.Still staring at the ground, Charlotte waits a beat, then shuffles back to her place. Reverend Mother looks around the room.Cathleen looks up, before she too shuffles to the center of the room.Beat. Cathleen is silent.But Cathleen seems so conflicted, barely able to get any words out. Nearby, Emanuel looks mortified.The whole room is silenced. We again hold on Emanuel's face. Reverend Mother looks angry.Emanuel starts to tremble. Cathleen just shakes her head. Silence.A state of mutual shock then falls over the room.Cathleen seems like she's about to cry, her body shaking and trembling, yet somehow she won't allow herself.We turn to Emanuel again, she can barely take it.Emanuel continues to remain stone faced.Cathleen is still on the verge of tears, but still won't cry.Cathleen is frozen. Now she all at once begins to cry hysterically.All while Reverend Mother just watches along with the others, everyone in a mutual state of shock. Some of the girls are now crying, others trembling and shaking, others just hoping it will all to be over soon. Before eventually Cathleen seems to totally collapse, literally imploding into herself, like no more than a frightened, trembling ball on the floor. We then HOLD on Sister Emanuel one last time, before she at last begins to cry too.

Her body shaking like a leaf, Cathleen then throws herself onto her knees. Weeping and crying she starts to crawl along the floor, stopping at the feet of each of her sisters, begging them all so desperately.

Looking at the line of sisters now waiting to enter the dining hall, we see how utterly emptied and diminished the community has become. As if nearly half the community has disappeared in the blink of an eye. We hold briefly on Reverend Mother's expression, still standing at the door, still formally greeting each sister as they pass - She tries to put on a brave face, but it's clearly she's broken inside. At the back of the line, Sisters Emily and Evelyn also whisper to each other.

With the now only few remaining NOVICES all gathered in the chapel atrium beside a small RACK OF AWAITING WEDDING DRESSES, suddenly Cathleen, Evelyn and Candace hurry in. Fussing with the dresses, Sister Anne looks up and glares at them.Sister Anne hands Cathleen her dress as Sister Emily randomly goes over to the rack, starts looking over all \* the dresses and counting to herself. \*Suddenly they all turn, just staring at Anne in shock.Anne just looks annoyed.As the others all look around at each other in disbelief. We turn to Cathleen, who's already off-kilter state of confusion has just amplified tenfold.

Night falls over the Convent, as we hear the sound of the Grande Silence BELL ring out over the landscape.

Alone in her room, Cathleen is knelt down upon her floor, softly and intimately praying. A halo of light outlines her face.She then pauses, trying so hard to listen for him. Just trying and trying and trying, to no avail. MOMENTS LATER Cathleen again begins to carefully undress out of her habit, preparing to change into her nightgown. All in the same meticulous and ritualistic fashion we've seen before. Reaching down for her nightgown however, suddenly the small CROSS that has hung on her wall all this time, falls onto the floor. Almost like magic, or perhaps this is the sign she asked for. Cathleen just looks at the cross with a vacant expression. Before she drops all of her clothes, suddenly standing stark naked. Cathleen walks naked across the room to pick up the cross, lays it on her dresser, then walks out of frame. Music drifts in......

We hold tightly on Nora jut as her eyes look all around, clearly anxious and uneasy about something. PULLING BACK we see Nora is also wedged in amidst a SMALL CROWD of people inside the church. All dressed in Sunday best, moving and bumping into each other, trying to find seats. As Nora again moves down the center aisle, she notices Reverend Mother somewhere across the chapel, just as Reverend Mother notices her too. They both avoid eye contact.

The remaining group of second year novices, a mere 5 in total, are all lined up and clothed in their wedding dresses. They wait to have their veils attached. Cathleen makes her way to the head of the line, as an elder sister reaches up to attach her veil too.

Music fills in even louder, as the ceremony has finally begun. With the doors to the chapel opening, all the novices make their way toward the altar, all in perfect single file, keeping such exquisite custody of the eyes, just as we've seen them before. Nora turns to look at Cathleen, a somewhat sad yet resigned expression in her eyes. The procession then all kneel together before the altar, softly bathed in a radiant sort of light that outlines their bodies like a halo. For the very first time with his faced turned and looking directly at the congregation, the Priest then begins:We hear someone whisper in the audience,Before we turn to Reverend Mother, sitting near the front, staring at the altar as if the very sight of the Priest facing her is like a stab in the heart.Eventually we discover Cathleen, knelt down amongst her sisters, eyes hidden from beneath her veil.The entire room falls silently as the first in line, Sister Evelyn, then moves to genuflect down and kneel before the Priest. He reaches down to her veil.Looking into the pews, we also see EVELYN'S PARENTS anxiously craning to see their daughter on the altar. And from the expression they hold, even we can feel the intense pressure on this child. Evelyn waits a long beat, then...The Priest makes the sign of the cross over her forehead.But Sister Evelyn remains completely frozen. She looks so terrified. Before she finally returns to her place. Once Evelyn is gone, the Priest motions to Cathleen and she too moves forward, taking Evelyn's place. The Priest lifts Cathleen's veil, stares into her eyes.Beat. Cathleen then pauses for a very long time before speaking. She wears an almost unreadable expression.Nora shakes her head, defeated. Reverend Mother just lowers her eyes and begins to pray.Cathleen again pauses. Staring at the ground, so lost in thought, consumed in emotion, trying to figure it all out. She looks up again, trying to answer the question.She then suddenly stops, just staring straight at the ground, paralyzed, the entire room left in silence. Long Beat. Enduring silence.Long Beat. Enduring silence. The Priest stares at her so confused.Everybody continues to just wait, the whole room held on a pin. Cathleen then finally looks up again, staring at the Priest as he stares right back at her. Before a strange new aura, a new sense of self, of conviction, of peace and understanding gradually awakens in her eyes. Cathleen smiles, she understands it now. HARD TO BLACK.: A long silence is held in the vacuum, before we hear Cathleen's final whisper.The faithful BELL then chimes once more. At the same time as one last series of TEXT appears on the screen. In the years that followed Vatican II, the Church witnessed a mass exodus of nuns on a scale it have never seen before. 90,000 nuns renounced their vocations and left their convents. THE END.:

TITLES UNFOLD IN BLACKNESS as we are lulled by the distant flute - like sounds of a recorder . Overall the effect is mournful and haunting , elegant and serene . and we CRASH TO :

a storm of inconceivable force and violence . Merciless arctic winds whip the sea in a frenzy of thirty - foot swells . This is the last place in God 's creation that any human being should be . And yet . the prow of a three - masted ship rises massively before us , looming from the darkness and chaos . it crashes upward through a swell and slams back down again , plunging nose - first into the trough . The sails on the forward mast are still deployed . It 's insane ; in this weather they should be stowed -LRB- as is already the case with masts 2 and 3 -RRB- . Hurtling toward us . Rising and falling . Thundering through the swells . And as she sweeps past CAMERA within a seeming hairbreadth , we PAN with the ship and find ourselves .

aboard the `` Alexander Nevsky , '' along for the ride whether we like it or not . There are men all around us , dark screaming FIGURES glimpsed and half - glimpsed , heavy oilskin clothes flapping in the gale . A GROUP OF MEN are in a life - or - death tug of warRiiiiippp ! All eyes turn skyward as the uppermost sail tears loose , the heavy canvas shredding away in huge billowing tatters . The jib - arm wrenches free and plummets toward us , trailing rope and fabric . The men dive aside as the jib smashes into the deck like an exploding bomb . Splintered shards of wood cartwheel through the air like shrapnel . Walton catches a glancing blow to the head and slams face - down on the pitching deck . GRIGORI , the first mate , scrambles to Walton 's aid . Walton shoves him off , pushes painfully to his knees . LIGHTNING throws his face into a stark relief map of pain and fury : blood is streaming from his hairline , freezing in his eyes , staining his teeth . He gazes up at the mainsail , still intact and straining against the wind . We hear a huge CRACK ! The base of the mast is starting to give .Long - handled axes are grabbed from their mounts . Frantic men begin hacking at the ropes . Walton snatches an axe from a passing crewman and elbows his way to the front . He attacks a guy - rope with primal fury , CAMERA rising and falling with the motion of his axe . Suddenly , a chilling cry from high above :THE CROW 'S NEST -LRB- MAST # 2 -RRB- The LOOKOUT is lashed to the mast by means of a safety rope knotted at the chest . He points ahead . WALTON and the others spin to look as A PANORAMIC SHOT OF THE BARENTS SEA reveals a magnificent vista of storming fury . The ship is heading into an enormous field of icebergs dotting the ocean like boulders in a quarry , The Nevsky is plying these waters like a man running pell - mell through a mine field . An iceberg passes massively and unexpectedly in the foreground , rumbling within yards of the camera , wiping us into darkness .

No. But we'll chop our way to the North Pole if we have to. Inch by bloody inch.

The ice will break. And when it does, we proceed north. as planned.

They knew the risks when they signed on. I've come too far to turn back now.

I'm captain of this ship. We sailed from Archangel a month ago, seeking a passage to the North Pole.

Would - be. I'm plagued with my share of difficulties just at the moment.

I ca n't say I blame them. We're trapped in this ice and bedeviled by some sort of. creature.

Then explain it, whatever it is. It could save the voyage. I've spent years planning this. My entire fortune.

Lives are ephemeral. The knowledge we gain, the achievements we leave behind. those live on.

and we wipe from darkness as a flapping piece of canvas billows away to reveal ` Walton and the crew , gazing in breathless horror as an iceberg looms from the gale before them like a ghostly white mountain . Walton finds his voice :THE PILOT fights to turn the wheel . Men rush to his aid , throw their backs into it , straining to the limit . The wheel is grudging , fighting them every inch of the way . PUSH IN on Walton and the crew :THE CROW 'S NEST -LRB- MAST # 2 -RRB- The lookout fumbles under his coat , grabs the rosary around his neck , clutches the crucifix tightly in both hands . Face white with terror . Breath coming in ragged gasps . SHIP 'S POV Crashing through the swells . Rising and falling . Tilting the world and the audience on its ear . iceberg looming . For a brief moment we seem to be veering past . But then we swing back in a final , churning , vertiginous plunge . and smack the ice . VARIOUS QUICK - CUT ANGLES God just hit the ship with an anvil . Mast # 1 snaps at the base with a thunderous CRACK and begins to topple in a symphony of shattering wood and tangled rigging . The lookout on mast # 2 is vaulted through the railing of the crow 's nest , screaming through the air , arms and legs windmilling as he plummets head - first toward the deck below . And is jerked to an abrupt stop by the safety line around his chest , We hear another horrible CRACK . the sound of his back breaking . Men are sliding , tumbling , screaming . Mast # 1 completes its fall , slamming massively to the deck , shattering a section of the gunwale to splinters . Utter panic . Total chaos . Sheer mortal terror . And as the sequence builds to a final brain - splitting crescendo of sound and fury , we ARCTIC - TWILIGHT Total , stunning silence . A glittering wasteland of ice . Breathlessly cold . Even the sun seems frozen , barely hanging on the horizon . Pellets of snow scour the permafrost like broken glass , driven by a desolate arctic wind . It 's as if Hell had erupted through the floor of the Earth in the form of ice . Nothing could survive here . Nothing . SLOW PAN reveals a distant ship frozen in the ice , tilted at a permanent list . Silent . We see no signs of life . SUPE TITLE : `` The Arctic , 1839 . '' VARIOUS LINGERING ANGLES provide ominous detail - shots of the Nevsky A flap of frozen canvas creaks in the wind . The pilot 's wheel is now a crystalline sculpture of ice . The forward mast lies across the deck like a broken limb , extending out over the ice on a tangle of rigging . The ship 's prow is smashed open above the water line . A familiar rosary lies broken on the deck . Beads scattered . | A tiny Christ figure lies with arms thrown wide , painted eyes staring up at the sky through a thin sheet of ice . HIGH , HIGH ANGLE From the top of mast # 2 . A breathtaking perspective of the entire ship below , guaranteed to induce vertigo . The corpse of the lookout is suspended below us at the end of the frozen rope , His posture mimics the Christ figure : His arms thrown wide , dead eyes staring up at the sky through a thin sheet of ice . A ghastly still - life , the corpse twisting ever - so - slightly on the wind , rope creaking . A SAILOR thrusts into frame swaying precariously in the rigging , WIDEN to reveal TWO MORE MEN as they reach out with long gaffing poles to snag the corpse .

You ca n't mean to go on! Our journey is ended! The best we can hope for now is to get out of this alive!

Captain, I implore you. The men are frightened and angry. They want your assurance.

Walton watches them reel the body in . ANGLE SHIFTS as he turns , revealing the rest of the crew working desperately to free the ship . Axes and picks rise and fall in waves , slamming into the ice , throwing up frozen chips . The men are near collapse , exhaustion carved in their faces . The dogs are nearby , huskies and malamutes huddled in the snow . Walton rejoins the men , rams his axe fiercely into the ice .Cries of dismay from the men . Grigori thrusts his arm toward the sky , pointing at the corpse on the mast .He 's interrupted by a long , chilling HOWL . The lead husky rises to its feet , hackles up , HOWLING at some unseen thing in the distance . The other dogs start rising around him , joining in , staring off across the ice .The dogs are going berserk . The lead husky breaks free and launches himself across the ice . The men scramble to restrain the animals , but three more break away and take off after their leader . Walton snatches up his rifle .

What's the use? This godless ice stretches for miles! Would you have us chow our way back to England?

The Nevsky in the distance . The dogs come howling across the ice toward us . The men trail substantially behind . BOOM DOWN to the icy boulders f.g. . A massive hand comes briefly to rest in one of the crags , ghastly gray skin rippling with harsh ligaments and sinewy veins , brutal surgical scars marring the wrist . A HUGE DARK FIGURE wipes frame , fleeing into the rocks . The dogs come bounding past in pursuit , snarling and slavering . THE RUNNING MEN hear an INHUMAN HOWL rise amidst those of the dogs . A vicious free - for - all echoes from the rocks . Barking gives way to shrill squeals . An object is launched from the crags , catapulted through the air in a high arc . Some men slip and fall as the object slams to the ground with tremendous impact before them . and they find themselves staring in horror At the sight of the lead dog . Silence now . Those who have fallen , rise . Walton cocks his rifle . The group proceeds , picks and axes held ready , slowly skirting the rocks . and the massacre is revealed . Blood - stained ice . Dead , mangled animals strewn about . One twitching survivor crawls toward them on broken limbs , whining piteously , dragging its entrails in a red smear .They follow his gaze . Bloody tracks lead away from the bodies , ascending the rocks . Most are smeared and vague . but one is clearly a bare human footprint . Several men cross themselves . Walton shoulders the rifle , aims down at the surviving dog . BLAM ! A single bullet to the brain ends its misery , punching a halo of blood onto the ice . The shot echoes for miles .

Silhouetted against the aurora borealis . The horizon swirls mysteriously with color and light . Distant slivers of lightning kiss the earth . Men keep watch in furtive groups , huddled against the cold , breath punching the air with billows of vapor . A massive CRACKLING is heard . A YOUNG SAILOR spins , jumpy .CAMERA DRIFTS past to another group :CLANG - CLANG ! The men spin . A SAILOR on starboard has rung the signal bell . The men race over , crowding the gunwale .Walton appears from his cabin and crowds his way to the front , rifle aimed at the sky . The men wait . Holding their breath . Scanning the darkness . AN APPARITION looms eerily from the mist on a creaking floe of ice , silhouetted by the shifting light of the borealis . The figure 's pose is uncanny and weird : neither standing nor kneeling , but something in between , arm dangling at its side and lolling slowly with the motion of the current .The Pilot lights the kerosene wick of a reflector box spotlight and swings it around . The beam seeks out the specter and pins it in a dim circle of light . revealing a man collapsed on a dog sled , lashed to tiller upright stanchions with frozen leather straps , Dead dogs lie in icy heaps around him .

Just dancing on the current. It'll freeze even tighter come next wind.

The men venture onto the shifting ice with lanterns raised . Grappling lines are unslung and thrown , the ice floe snagged . Gaffs reach out , drawing it closer . Men clasp arms , forming a human chain . Grigori is the first to reach the motionless figure on the dog sled .Grigori cautiously eases his hand into the darkness of the furred hood to search the neck for a pulse . and the figure scares the shit out of him . With a convulsive shudder and a gasping intake of breath , the hood rises up , revealing a haggard face tortured white with frost , beard frozen solid , eyes blazingly intelligent and aware . Walton finds himself in an extended beat of eye contact with VICTOR FRANKENSTEIN .

A HOWLING WIND has kicked up , pelting the huddled sentries with sleet . CAMERA TRACKS past , moving steadily toward the dimly - glowing window of Walton 's cabin .

where we find Walton and Grigori in tense discussion :Walton pulls a pistol from his drawer and slams it flat on the table before him .Grigori is taken aback . He hears a shifting of blankets and glances to the captain 's bed . Walton follows his look . Frankenstein has awakened and is watching them . Grigori exits , uneasy under Frankenstein 's gaze . Walton rises , retrieves a pot from the stove .Victor draws a hand from under the blanket and holds it before his face . Fingers skeletal and black .Victor reaches out with his blackened claw of a hand , pulls him closer . Impassioned , intense :CAMERA PUSHES SLOWLY on Victor 's face .And CAMERA proceeds into the bottomless depths of Victor 's staring eye , plunging us into : TOTAL DARKNESS . Tick - tock . Tick - tock . A METRONOME fades up before us .

You'd persist at the cost of your own life? The lives of your crew?

We are kindred, you and I. Men of ambition. Let me tell you all that I have lost in such pursuits. I pray my story will come to mean for you all that is capricious and evil in man.

As a boy, I stood at this window and watched God destroy our tree.

He needs to vent his outrage to the skies! Make yourself heard, Willie! Learning to walk is not an easy thing! Why should it be so?

Do n't listen, Willie. Progress is a feast to be consumed. Women would have you believe you must walk before you can run. Or run before you can waltz!

To be the best there ever was. To push our knowledge beyond our dreams. to eradicate disease and pestilence. to purge mankind of ignorance and fear.

But surely, Professor, you do n't intend we disregard the more. philosophical works.

Those which stir the imagination as well as the intellect. Paracelsus, for one.

To say the least. I came here to expand my mind, but honest inquiry seems strangled at every turn. All we do is cling to the old knowledge instead of seeking the new.

No, I embrace it. as something to be used or discarded as we advance the boundaries of what is known.

These are exciting times, Henry. We're entering an era of amazing breakthroughs. Look at Edward Jenner. He was n't content to bleed people with leeches, he pioneered a new frontier of thought

But you have n't listened, Never in history has so much seemed possible. We're on the verge of answers undreamt of. but only if we have the courage to ask the questions.

It's utterly fantastic! This is the sort of thing I'm talking about! We should be learning this!

But the possibilities. Combining ancient knowledge with new? Something like this could change our fundamental views!

and I further wish to extend my sincerest regrets to Professor Krempe for my display. My behavior toward him was both rash and inexcusable.

and the medulla oblongata is the transition between the spinal cord and the two parts I've already named. cerebrum and cerebellum. Any freshmen feeling queasy yet?

All of you, from the look of it. We'll resume your torture tomorrow.

I tell you what we need, my friends. Forget the symptoms and diseases. What we need is a vaccine for death itself.

It was wrong, Henry! It should n't have happened! The bastard deserves to die.

Blasphemy be damned! Waldman spent his life trying to help people!

To understand the causes of life, we must first have recourse to death. and examine the process in minutest detail.

I'm involved in something just now. I want to finish it in Waldman's memory.

Time running out. Rate of decay accelerating. Must strike now. or start again from scratch.

No. no. I'm not dead. please. Do n't put me on the cart! I'm not dead! I'm not dead! I'M NOT DEAD!

. but it's been so long since I've heard from you. Remember the vow we took the night you left? You must be honest with me if your feelings have changed. Answer for the sake of our friendship, and both our future happiness.''

We'll organize another search now that it's light enough. We'll find her, Mrs. Moritz, I promise.

I always viewed her with brotherly affection. I had no idea of her feelings for me.

But to commit so ghastly and terrible a crime against a child she loved?

My mind was not playing tricks. He was there in the storm. gloating over his crimes. challenging me to come.

They've done a fine job. Hanging an innocent for the crime of a fiend.

I know only that he is a killer. And I shall bring back his carcass.

There was something at work in my soul which I do not understand.

Elizabeth, please. Things have not yet resolved. I must take steps to see that they do. For our family's sake. For our sake.

You are life itself. We shall seal our vow. The moment I am done.

You must regain your strength to preside at our wedding. and spoil your grandchildren later on. These are duties you can not shirk.

The brain stem was destroyed by the hanging. We'll need another. The body looks like it will do, but some extremities are too decayed. They'll have to be replaced. The fresher the better.

We'll leave this afternoon, right after the ceremony. Pack only what you need.

I'll be back as soon as I've got her far away and safe. We'll hunt this fiend down together.

I remember the first time I ever saw you. Crossing the floor of the grand ballroom with my parents at your side. So beautiful even then.

You should have been my father's son. He would have been so proud.

A year now I've followed him. Perhaps more. Only to arrive at this place. Tired. So very tired. I never did find. whatever it was. I was looking for. and neither will you, my friend.

Value life above ambition. or those glittering prizes you seek will crumble to dust in your fingers. as they have in mine.

We hear a HARPSICHORD begin playing as a WIDER ANGLE reveals a huge , magnificent room with vaulted ceilings thirty feet high . Floor - to - ceiling windows . Hanging tapestries . VICTOR sits at the harpsichord , a very serious 7 year - old in his little gentleman 's suit and stiff starched collar . MRS. MORITZ , head of the housekeeping staff , conducts the lesson . Her daughter JUSTINE , age 4 , sits with her doll in a huge wingback chair , making it dance to the music as she listens . but her eyes are on Victor . She adores him . An enormous door swings open . Victor stops playing . His PARENTS enter , ushering a somber and beautiful ELIZABETH , age 6 , across the vast expanse of floor . Victor slides off the bench and faces them .Mrs. Moritz takes Justine 's hand . Justine gazes back at Victor and Elizabeth as her mother whisks her off .Victor stares at Elizabeth . She returns the gaze evenly , self - possessed and dignified even at this young age .

Of course, Doctor. Madam. Come along, Justine. Bring your dolly.

You must think of her as your own sister. You must look after her. And be kind to her.

My friends, fatherly pride wo n't allow this occasion to pass without my raising a toast.

To Victor. My son. Who read every medical book in my library by age thirteen. and then re - read them, which seemed excessive even to me.

Drape yourself in glory, my boy. Study well. When you return, you return a man of medicine. I will then be honored to call you `` colleague.''

Claude rode over there to see if held lost track of time. They say he never arrived.

You must lead, Victor. The lady will always look to you for guidance, so your steps must be sure and strong.

aaand, one - two - three, one - two - three, twirl - two - three.

Nonsense, Justine. Hush. And now a sweeping arc about the room! one - two - three, twirl - two - three.

one - two - three, twirl - two - three. Excellent! You'll be the envy of all the young ladies and gentlemen!

It took nutrients like a child receiving milk. blushed like a young girl with the blood I forced through its veins.

I followed his trail north. always north. and always one step behind. never stopping. driven by my fires of rage. and revenge.

A MASSIVE BOLT OF LIGHTNING hammers from the sky , reducing a centuries - old oak tree to smoldering ruin .

while Victor gazes at the storm , face pressed against a window , astonished at the sight . Lightning throws seething shadows of the rain on his face .

We hear a CHILD SOBBING . Victor comes racing up the grand staircase from below as LIGHTNING sends wild banister shadows skittering . He caroms down the hall toward :

Victor enters . Elizabeth is a tiny figure huddled in an adult - size bed , gazing up with tear - streaked face at the huge skylights in the vaulted ceiling , dreading the next scary boom and flash . Victor approaches and whispers :KA - BOOM ! A LIGHTNING BOLT rips overhead , rattling the panes of glass . Victor does find it scary . but exhilarating .He races about the room , grabbing every pillow he can find and hurling them to her . Big decorative pillows from the chaise , bed pillows from the armoire . they all come flying . She giggles as a big one knocks her flat . Victor scampers onto the bed with her . They pile the pillows around and above , concealing themselves in a bulging heap of cushions . INSIDE THE PILLOW - FORT Victor pokes his hand up , widening a space so they can still see . Lightning glistens in their upturned eyes .She seeks his hand . Fingers clasp . Comfort and strength . TILT UP to the skylight . Rain drumming the glass .

It's not ours to decide. All that live must die. It's God's will.

She was mother to me as well. But ours is the job of the living. It's up to us now to hold this family together. We must think of Father and be strong for him.

He left a beautiful gift in her place. A baby boy. To cherish and love as our very own. Your brother

That's the nature of all progress, William. Do n't let your brother sway you otherwise.

If only I could. But one of us must stay. Father's not strong. Willie's just a child. Who can look after them in your absence? Who can run the estate?

and not a day goes by that I do not cherish your faces in my mind's eye or ache to see you all again. Be assured that I am with you in spirit, and you are never far from my thoughts. I remain, as always, your loving and devoted Victor. P.S.

He was almost expelled for calling one of his professors a `` pompous.

He set things right with a proper apology. and now they've put him in charge of dissection lab!

The point is, your brother is a brilliant student well on his way to becoming the finest - and most compassionate doctor ever.

And not a word of them to Father. He's agitated enough not hearing from Victor.

Justine and I grew up as sisters. I know her better than anybody.

William was as much her child as mine. We were both mother to him.

I believe she would sooner have strangled the life from her own body.

What of our marriage? Victor, we've had so much tragedy. I want this family to live again.

We need each other now, I need your comfort and strength, not separation and solitude.

Victor and Elizabeth are learning to waltz , their movements stiff and awkward , childlike . MRS. MORITZ is at the harpsichord . Justine sits with her dolly , watching .Victor and Elizabeth gamely work their way across the vast room , tripping on each other 's toes . They pass within inches of CAMERA , bodies WIPING FRAME .

Elizabeth. If it's true, travel into Germany would be banned. You'd never get near Ingolstadt.

Read him one of the old letters and rephrase it. We'll say it came today. It'll set his mind at ease.

Yes. I took refuge in the barn. Would n't you? Lost in the storm? Freezing and wet? I was exhausted and could search no longer.

Murder Willie? In my heart, he was our child. Victor's and mine. Such a thing could never have entered my mind.

and they sweep from before our eyes , waltzing away from camera to reveal Victor now 17 , intense and handsome as he approaches manhood . Elizabeth is a blossoming and graceful beauty at 16 . Mrs. Moritz is still conducting the lessons .They 're certainly the envy of Justine , who gazes at Victor as he sweeps Elizabeth around the room in his arms . She is n't concentrating and fumbles on the keyboard . Her mother throws her a look of reproval :Flustered , she puts her attention back on the keyboard as Victor and Elizabeth keep dancing , swirling fluidly about the room , their attention only on each other .

A skylight above us . A storm is raging , rain drumming the glass . We hear SCREAMING in the house . TILT DOWN to Victor perched at the edge of a settee , seething with tension . Waiting . Elizabeth is with him . She squeezes his arm , trying to reassure him .Another SCREAM rips down the hallway . Justine comes scurrying up the stairs , about to enter his parent 's room with a fresh load of sheets . Victor lunges to his feet and intercepts , trying to push past her , but finds the doorway implacably blocked by Mrs. Moritz .He can see his mother in the dim kerosene light , writhing and screaming on the bed , belly swollen and distended . His father , sleeves rolled up , works feverishly to save her .Justine glances at Victor , longing to comfort him . She squeezes past into the room . The door slams in his face . He turns to Elizabeth , eyes brimming with terror .

as his mother falls back on the sweat - soaked sheets , blowing air like a bellows , trying to give birth .

while her SCREAMS mingle with the howling of the wind , the stump of the long - dead oak tree pokes from the earth in the foreground like a gravestone , lashed by the rain .

VICTOR stares out the window at the raging storm . Elizabeth appears at his side . He does n't look at her .b.g. screaming stops , Victor and Elizabeth turn , gazing up the grand staircase . The sudden silence is even more frightening . The FAINT CRY of a newborn infant drifts down A door opens upstairs , throwing a spill of light . Victor 's father appears in silhouette , comes down the stairs toward them . He pauses halfway down , unable to continue .A FLASH OF LIGHTNING floods the room , revealing Victor 's father on the staircase . Face haggard . Eyes hollow . Clothes spattered with blood . Hands glistening wetly red .Father sits down shakily on a step . Victor and Elizabeth race up the stairs and pause before him .Victor lets out a sob of anguish . Elizabeth begins to cry . Father gathers them into his arms .

A BABY CARRIAGE stands amidst leaning gravestones , gothic and ornate , a chill breeze billowing the lace . A PRIEST recites a Latin burial mass . DOZENS OF MOURNERS are gathered before the Frankenstein family mausoleum . an imposing edifice of stone and spidery wrought - iron , its steepled roof crowned by a massive granite crucifix . A sleek black casket lies atop the bier , ringed with flowers and sorrow . The trees are windswept and bare , branches stark against a steely gray sky . Victor and Elizabeth stand apart from the others , staring at the casket . Softly :Victor raises a grim look at the huge crucifix atop the mausoleum . Christ returns his gaze with blank stone eyesVictor glances at the baby carriage . He seeks her hand . Their fingers clasp . Comfort and strength .The baby starts CRYING as the casket is lowered , its thin voice carried on the wind .

A gorgeous , sun - dappled day . Tall grass waving on the breeze . Butterflies skittering . WILLIAM , 11 months - old , toddles into view . He does n't get far . PLOP ! Down he goes , right on his ass . His face scrunches up in surprise and he bursts into tears . Elizabeth hurries over and scoops him up , cradling and comforting him . Victor rises from a picnic blanket to join them . Nanny Justine looks up from her task of laying out the silverware and food .Victor takes the baby and swoops him high in the air . The child shrieks and wails , held aloft .She tries to reclaim the baby . Victor feints , keeping Willie out of reach . Elizabeth grows crosser :Elizabeth is exasperated to realize that the baby has begun to laugh . She glares at both of them . Men .Victor cradles Willie as if to shield his delicate ears . He peers at Elizabeth with mock - grave suspicion and speaks to the baby sotto - voce , in deepest confidence , man - to - man :Victor waltzes the baby in circles . Elizabeth stalks them .He grabs her by the waist , pulls her into it . There 's no use resisting . She succumbs and they dance with the baby between them . Justine is gasping with laughter .Laughing , Victor and Elizabeth waltz little William around in a sweeping arc . They pass within inches of the CAMERA , bodies wiping frame .

To reveal the grand ballroom ablaze with candlelight and spectacle as a HUNDRED DANCERS swirl about the floor in a breathtaking waltz to the music of a full string ensemble -LRB- NOTE : The music here should be our movie 's distinctive WALTZ/LOVE THEME , which will reoccur later . -RRB- Victor and Elizabeth dance magnificently , room spinning about them in a blur . Now 24 , he 's in the prime of manhood . Elizabeth , 23 , is a drop - dead beauty radiating poise and intelligence . They 're so right for each other , so beautiful together , your heart could break just looking at them . Justine , now 21 , has blossomed into a beauty herself . She 's at the sidelines , wearing a lovely gown , wishing someone would ask her to dance . William , now 7 , scampers to her side . She stoops to straighten his collar and smooth back his hair . Waltzing couples swirl past them .The music ends amidst applause . The men bow to the ladies , the ladies curtsy in return . Victor escorts Elizabeth off the dance floor . Elizabeth fans herself , flushed and happy .They share a sisterly hug and a radiant smile . The orchestra recommences . The music is lush . Justine looks hopefully to Victor , keeping her tone light :Elizabeth catches Victor 's eye .Victor gallantly offers his arm . Justine takes it , lighting up as he escorts her onto the dance floor . and they begin to dance . She 's glowing . This is a big moment for her . But they 've hardly begun , when . ting - ting - ting , Victor 's father is tapping a champagne glass with a knife . The dancers stop . The orchestra falls silent . Justine hides her disappointment as servants pass among the guests with glasses of champagne .Shouts of assent . Victor is grabbed by his friends and dragged forward , a glass of champagne shoved in his hands .Applause and roars of approval . The drinks are tossed back . Victor is jostled with backslaps and handshakes .

Music and warm light spill from the windows . A COUPLE eases through a French door and come racing across the lawn , giggling and hushing each other . They take refuge under a tree , revealing their faces to the moonlight : Victor and Elizabeth . She leans against the trunk to catch her breath .He 's so serious , she ca n't help laugh .She smiles , smoothes a lock of hair gently off his forehead .An extended moment . Unspoken words flowing between them . Victor leans forward and kisses her . Her eyes widen slightly . So do his . Shared excitement , gentle and sexy beyond belief . They pause , draw back , searching each other 's eyes . He whispers :They kiss again . A breath . A shiver .She brushes her lips against his . Gentle as a sigh .Another kiss . Turning lustful and steamy . They melt into each other , sinking down , bodies pressing and minds afire . These people are hot for each other . They stop , stunned at the intensity . He lays his head to her breast . Their fingers clasp . She whispers her secret :He raises his head . She meets his gaze evenlyHe touches her face . Fingertips tracing downward , gentle and reverent , brushing the contours of her bosom at the edge of her bodice . She shivers . Closes her eyes . Lays her hand over his . Guiding his touch .She raises his hand to her mouth . Brushing his fingertips with her lips . Wrestling with desire . Their eyes meet .They kiss again . Gently .

A misty gray dawn . Victor is kneeling at a gravestone , observing a moment of silence . His saddled horse is tethered nearby . Softly :He lays a small sprig of flowers on the grave , rises and walks toward his horse .

Overcast and chill . An open carriage stands loaded . The family and household staff have turned out . Victor stands ready to go . Father pulls him into a back - slapping embrace .Victor moves on to Justine , takes her hand .Next is William . The little boy stands stiffly , tears on his face , trying to be brave . Victor kneels and whispers :The boy nods miserably , throws his arms around Victor 's neck . Last comes Elizabeth . She and Victor regard each other , sharing the secret of last night . A faint smile plays at the corners of her mouth . He kisses her cheek .He mounts the carriage . CLAUDE snaps the reins and lurches away , speeding Victor off to his future . Victor turns back for a final look at the home and family he loves so much . William runs after him until he 's gone from sight . INGOLSTADT - ESTABLISHING ANGLES - DAY High white clouds in a blazing blue sky . Church steeples rising among the rooftops . Beautiful . BOARDING HOUSE - DAY FRAU BRACH trudges heavily up a long , steep , narrow flight of stairs with Victor teetering uneasily behind .ATTIC SPACE/GARRET - DAY She leads him into an immensely long space running a twisted path the entire length of the building ; various levels and areas unhindered by wall separation , massive vaulted beams crisscrossing as understructure to the roof . Daylight filters dimly through dozens of dormer windows and skylights coated with grime . Nooks and crannies abound .UNIVERSITY - DAY A monumental structure of brick . A BELL TOWER TOLLS . Dead leaves scurry across the lawn . LECTURE HALL - DAY PROFESSOR KREMPE , a squat little man , paces before the packed galleries of eager young STUDENTS .This reference is lost on all but a few . At the faculty table : PROFESSOR WALDMAN peers up at Victor , adjusting the glasses on his nose . Up among the students : HENRY CLERVAL leans out and shoots an amused look in Victor 's direction . SCHILLER catches Henry 's look and rolls his eyes .Titters sweep the room . Krempe remains staunchly unamused :Victor is flushed and humiliated . Held like to say more , but wisely swallows his anger and nods .

No real rooms left. All we've got is attic space. No one ever wants the attic space.

In science, the letter of fact is the letter of law. Our pursuit is as dogmatic as any religious precept. Think of yourselves as disciples of a strict and hallowed sect. Someday you may be priests. but only if you learn the scripture chapter and verse.

Tell me, Mr. Frankenstein of Geneva. Do you wish to study medicine? Or mysticism?

Those of you unfamiliar with Mr. Frankenstein's suggested reading list. thankfully, that would be most of you. would be well advised to avoid it. Here at Ingolstadt, we concern ourselves with immutable reality.

. not the ravings of lunatics and alchemists hundreds of years in their graves. Understood?

I'll see you thrown out of this university! I'll go to the dean himself! Take me at my word, Frankenstein! The dean himself!

Do n't dawdle, lad! The sick cart! Lift on three! One, two, three!

I'll have all your things sent on. They should arrive soon after.

It's been a rough time, lad. For us all. But if you'd like to come back and finish out your final term once university re - opens.

Victor exits wearing a distinctive black greatcoat , fuming over the exchange with Krempe . He strides across the lawn , eyes fixed straight ahead . Henry Clerval races up behind him and falls casually in step . Victor glances over . Henry nods pleasantly , as if held been there all along . Victor responds with a curt nod and resumes his straight - ahead demeanor . They walk in silence , just two guys heading in the same direction . Henry ca n't help it ; he snickers loudly to himself . Victor shoots him a sharp look . Henry 's smirk vanishes , replaced with blank innocence . Did somebody snicker ?They continue walking . Silence thick . Finally :Victor stops . Turns .Henry 's expression betrays nothing . but perhaps there 's a trace of amusement in his eyes ?Beat . Victor smiles . Henry grins , offers his hand . Takes it .

Come now. Magnus? Agrippa? Next thing you know, you'll be teaching toadstools to speak.

Dilettantes need not apply. What about you? Schiller, is n't it?

I'm here to secure my degree with a minimum of fuss and hard work that I might settle into a life of privilege treating rich old ladies with gout and dallying with their daughters.

The entire school heard it. It was n't something one could miss.

yes, and thanks to him, smallpox has been virtually eliminated. I've heard this speech before.

Come now, you must take some satisfaction. You've risen to the top of your class. A position of prominence and regard.

There are sick people who need our help. Here and now. Not in some future time. Consider that.

Nobody's seen you in months. You have n't attended a single class.

We all know how hard you took Waldman's death. Even Krempe is sympathetic. But it is time to move on. It is time to concern yourself with life.

Things have gone worse with this cholera outbreak. Thousand new cases a day now. Classes have been suspended. University's shut down.

Listen to what I'm saying. The militia's arriving to quarantine the city. Most of us are getting out while we still can.

Schiller? You're leaving? Where's all that high talk about treating the sick?

I've been worried we might lose you. It's been touch - and - go for a week.

We feared cholera. Turned out to be pneumonia, brought on by nervous exhaustion and some idiot running around in a storm.

We've been trading off nursing you in shifts. The rest of the time we're out working with the cholera victims. It's his turn for that just now.

We catch a few hours sleep where we can. Usually here at your bedside.

It's the down - and - outs I pity most. Those who ca n't fend for themselves. They'll be dead by the thousands before this is done. They do n't stand a chance out there.

Victor. This place looked like a charnel house. What went on here?

It'll be months before you're well enough. Meantime, your family must be frantic not hearing from you.

Why do n't you open them? And when you've the strength, have the decency to ease their minds with a reply. Soon as the city ends quarantine, I'll even mail it for you. Along with this.

I am cautiously hopeful. With quiet and proper care he may eventually regain some or most of his strength.

I wo n't bother asking what or why. You would n't tell me anyway. I just hope you know what you're doing.

. because if this is a repeat of Ingolstadt, I wo n't be around to pick up the pieces.

Yes, do n't worry. I'll look after your father. You look after her.

The tavern is packed with students and noise . Beer and food served at a frantic pace . We find Victor and Henry at a small table , tearing into sausages and cheese .Schiller enters with FRIENDS . They pause at Victor 's tableSchiller and his friends stalk off .

Von Schiller. I'm interested in real medicine. Treating the sick.

LONG LENS magnificently compresses buildings and steeples , distant hills and drizzly sky . Victor wears his greatcoat as he and Henry walk along a twisty cobblestone street .Victor takes a shocked beat and bursts into laughter .

Waldman , in sinock , addresses a GROUP OF STUDENTS from across morgue slab . He throws a sheet back to reveal a corpse dissected to reveal the inner workings . The others crowd for a closer look . Victor glances to Henry , who leans back and rolls his eyes in utter disgust .

PUSHING SLOWLY IN on Victor sitting at a tall dormer window , writing a letter with quill and ink . It 's raining outside . The garret is tidied .

WORKERS are harvesting for miles around . PAN to Elizabeth and Claude examining the sheaves on a wagon . She cracks the grain and tastes it , glances to Claude . He smiles and nods .Claude grins and motions to his MEN . They resume loading the sheaves as a STABLEBOY rides up :

He killed Master William and sent Justine Moritz to the noose! No hesitation, lads! Shoot the bastard on sight!

Do n't worry, sir. You're well guarded. Now why do n't you go upstairs to your wife? It's not often a man has his wedding night.

We find the family gathered around the fire as Elizabeth reads Victor 's letter aloud :She pauses , reading ahead . INSERT OF LETTER The P.S. reads : `` Elizabeth . I am holding our vow precious in my heart . '' ELIZABETH glances up at their expectant faces .She smiles , rearranges the pages as we

I'll take extra special care, I promise! Pete's never seen what Victor looks like! He'll admire it enormously!

A classroom door . SHOUTING from within :Victor storms out with Krempe at his heels . Krempe pauses in the doorway , red - faced , bellowing after him :Classroom doors are opening , faces peering out . Waldman among them . Victor keeps going , does n't look back .

Victor and Henry slouched at their regular table writes in his thick , well - worn leather journal .Henry falls silent . Victor closes the journal , winds it secure with its leather thong , jams it deep in the outer pocket of his greatcoat . Brooding . The bell above the door JINGLES . A gust of wind sweeps in . They glance up . Professor Waldman enters , dapper and soft - spoken , impeccably courteous . He murmurs a pleasantry to the INNKEEPER and drifts over to Victor 's table .

You know for thousands of years the Chinese have based their medical science on the belief that the human body is a chemical engine run by electricity? They say we all contain streams of energy which flow through us like currents in the ocean, or rivers in the earth.

Their doctors treat patients by inserting needles like these into the flesh at various key points to manipulate these electric streams.

I once saw it done, as a boy in Canton. My parents were missionaries. The cure was nothing short of miraculous.

Why? God alone knows what it means. Until it has proven value, it's nothing more than a ghoulish parlor trick. Hardly fit for the classroom.

It is a thrilling direction to explore. Thrilling and dangerous.

Nature can be wonderful and terrible. Science is not a realm for the reckless ; it needs a conscience. We must proceed cautiously. Assess as we go.

What I do on my own time is my own business. The same holds true for you. You wish to expand your mind? Fine, do so. You can even join me here, if you like. But not at the expense of your normal studies.

Nonsense. Tonight you will draft an apology to Professor Krempe.

. a sincere and heartfelt apology which you will then read aloud to him before the assembled student body and faculty.

Our profession needs talent like yours. Destroy your career over an issue of pride? What a waste.

I'm quite serious. Look at all the charity and clinic work we do. Up until thirty years ago, the concept of vaccine was unheard of.

I'm convinced. Not by treating symptoms, but by diving nature's most jealously - guarded secrets.

no, no, cowpox in a minute quantity, perfectly harmless, gives you a natural immunity to small ox, which is the point of this whole bloody exercise.

I most assuredly am! It prevents disease and it's the law! Why am I explaining myself? Somebody restrain this damn fool!

The gaslights come up with a SOFT HISS . The first thing Victor and Henry notice is an artist 's nook situated adjacent to big windows where the light would be best during the day . Easels are lined with in - progress work on a variety of subjects , everything from landscapes to anatomical studies , all quite excellent . The rest of the place is a laboratory crammed floor - to - rafter with arcane equipment . Taking off his coat and rolling up his sleeves , Waldman leads Victor and Henry down rows of tables crammed with experiments and clutter .They arrive at a table . Waldman roots through a tray of knickknacks , holds up an acupuncture needle .He directs their attention to an ancient Chinese silk on the wall . It depicts the human body from front and side angles . Acupuncture points are clearly marked .Waldman slides forth a steel pan and uncovers it to reveal an enormous dead toad in dissection . Copper mounting pins trail wires to a small panel of switches . The switches , in turn , are connected to a series of galvanic batteries . Waldman starts throwing switches . Victor and Henry jump as the toad convulses with motion . They watch , stunned , as Waldman puts the toad through its paces : legs kick , feet flex , mouth opens and closes , lungs breathe .Waldman shuts the thing down , strips off his gloves , his arm at the array of wires and batteries .Victor starts to object , but Waldman overrides him with a stern gesture for silence . Listen .Waldman hands him the acupuncture needle . A gift . Victor studies it , fascinated .

DOLLYING VICTOR IN A SWW 360 : He stands before the students and faculty , reading his apology .Up in the gallery , Krempe nods grudgingly to himself .

Exquisite silverware goes CLINKING SOFTLY onto polished wood as :TILT UP to reveal the expansive dinner table being set for guests . KITCHEN STAFF are to - ing and fro - ing . Elizabeth splits her attention between supervising and reading Victor 's letter , while Justine busies herself with a flower arrangement . Willie gets underfoot . Father just sits .Father is about to press on with the gory details , but Elizabeth freezes him with a glance .The old man throws Willie a look . We 'll talk later .

A DISSECTED DOG convulses through its electronically - induced paces . Kicking . Twitching . Tasting the air with its dead tongue . TILT UP to reveal Victor at the switch . Waldman leans close to observe . Softly :Waldman nods .

With Waldman at his side and Henry providing the tools as needed , Victor instructs a freshman class in the internal workings of a dissected corpse . Professor Krempe observes from a distance .He waves them dismissed . They laugh and exit , relieved . Waldman squeezes Victor 's elbow . Well done . Victor stiffens at Krempe 's approach .Krempe reddens , but says nothing . He gives Waldman a curt nod and walks off .Victor weighs this , glances at both of them , smiles .He throws his arm around Henry 's neck , pulls him into an affectionate headlock . Henry struggles and laughs :JEWELER 'S SHOP - DAY Victor is gazing with reverence at a gorgeous oval locket dangled before him by a smiling JEWELER . He glances to Henry for an opinion .The jeweler 's smile goes frosty . WALDMAN 'S WORKSHOP - DAY TIGHT ANGLE ON the locket lying open against canvas , dangling from an easel frame . TILT DOWN to reveal a magnificent miniature oil portrait of Victor in progress , no more than three inches high within its penciled oval . Waldman paints with an extraordinarily delicate touch , jeweler 's glasses riding low on his nose , eyes unnaturally large behind the magnifying lenses . Victor sits patiently for the portrait , suffused with daylight . Henry leans in over Waldman 's shoulder , studying the portrait . Waldman stiffens a bit , aware of his presence . He clearly hates people looking over his shoulder .Waldman heaves a long - suffering sigh . He abruptly jabs his brush at Henry 's nose , daubing it with paint . Dignity upheld he resumes his careful work as Victor laughs .

Victor , Waldman , and Henry are gathered around the remains of a meal , laughing uproariously , enjoying one another 's company . Cigars are lit , wine is flowing . Conversation is fast and loose , intense and passionate :A HOWL OF OUTRAGE AND LAUGHTER . Victor flings his napkin in Henry 's face .Victor raises his wine glass . The others join . A toast .

CAMERA , TRACKS the gritty reality of a big - city poor house , crammed with society 's dregs : the poor , the uneducated , wailing babies , stampeding children . Absolutely jangling with noise and confusion . loud and stifling . people getting eye - ear - nose - throat exams . being vaccinated . The `` doctors '' in attendance are all Ingolstadt STUDENTS performing community service , none of whom look like they 're enjoying it . Schiller looks particularly harried . We find Victor and Henry giving out vaccinations . They keep glancing over their shoulders at Waldman as he gets further embroiled in a no - win argument with a wiry , ferret - faced MAN terrified about getting his vaccination :Ripples of panic spread . Waldman is as tense and clipped as we 've ever seen him , valiantly trying to control his temper amidst the surrounding cacophony and ad - lib dialogue :Victor and Henry are pausing work . Concerned . Drifting closer . The ferret - faced man is cornered .It happens this fast : There 's an innocuous blur of motion as the man seems to tap Waldman lightly in the stomach , then he darts away , slamming past Victor and Henry . Victor looks after him running away , hears something clatter to the floor . He glances down . A thin knife . Victor looks to Waldman . Puzzled . It still has n't really dawned . Waldman turns to them , face drained of color , hand pressed to his sternum , lips tight . He looks more annoyed than anything else . He exhales slowly .That 's when the blood starts pumping through his fingers . They catch him as he collapses , cradling him as he sprawls to the floor . People are pushing and crowding to see .

You doctors kill people! I don' care what you say, you ai n't stickin' it in me!

A cobblestoned street - scene . Carriage . A delivery wagon . Vendors . Pedestrians . The doors of the poor house burst open , releasing a frenzy into the street : Victor and Henry carrying Waldman by his arms and legs , all the students running alongside , some of them weeping with panic , the crowd at their heels still trying to catch a glimpse , pedestrians scattering , the students dwindling up the long winding street , bearing their professor toward the school , shouting for help .

Krempe delivers the eulogy before the open casket . The chapel is full . Victor is seated near the back . Dazed . Henry comes up the aisle and slides in next to him . Victor does n't even glance over . Henry whispers :People glance back . Henry lays his hand on Victor 's elbow .Victor is causing ripples of attention throughout the chapel . Even Krempe falters briefly in his eulogy . Henry pulls Victor from the pew , drags him up the aisle .

and into the confessional where they launch at each other in harsh whispers . Dialogue here is overlapping and intense :Henry exits . Victor tries to compose himself , clasping his hands together as if in prayer . or quiet rage . He gazes up . There on the wall hangs a crucifix .VICTOR 'S POV PUSHING SLOWLY IN on the Christ figure before him , bleeding from a crown of thorns , arms thrown wide . DA VINCI 'S STUDY OF MAN rises from the image of Christ , striking an eerily similar pose , arms thrown wide within the perfect circle . We hear a DOOR BEING UNLOCKED as .

a WIDER ANGLE reveals the deserted workshop . The door swings open as Victor lets himself in . He sees the finished locket lying open on a table , picks it up , studies the beautiful miniature portrait it contains . Snaps it shut . He looks up , eyes falling upon the Da Vinci print hanging on the wall . He stares . Intense .

TRACKING SHOT : Things are in the process of being sorted and boxed . We find Victor poring over Waldman 's notes :

A gray day . Waldman 's ferret - faced MURDERER stands weeping helplessly on the scaffold as sentence is read :The EXECUTIONER draws the hood over the murderer 's head , cinches the noose tight . The condemned man is blubbering , pleading for his life . Victor stands in the crowd . Watching . Waiting . We hear the THUMP of the body dropping , the CRACK of a snapping neck .

his body to be left on public display for a twenty - four hour period, thereafter to be consigned to an unmarked pauper's grave. So the court has spoken.

Dark as Hades . Pissing down rain . A FLASH OF LIGHTNING and a CRASH OF THUNDER . The dead man still hangs from the scaffold , lashed by the wind . Victor looms from the storm , hands jammed in the pocket of his greatcoat . He pulls out a thin , glittering blade . The very weapon which took Waldman 's life . He gazes up at the dead man . at the rope from which he dangles .

The dead murderer lies pale and naked on a slab . Victor leans close , still dripping , studying the face closely . A FLASH OF LIGHTNING throws wild , skittering shadows through the dormer windows and skylights . Softly :

The dead man , dissected and wired , jerks bolt upright , flopping and convulsing , eyes opening and closing , mouth gaping open and shut . He falls back limply as Victor shuts the power off , making careful notations in his journal .

TRACKING the dissection table . up the length of the murderer 's body . now in an advanced stage of decay . we hear the SOFT BUZZING of flies . We find Victor standing over the corpse . Gaunt and hollow - eyed . Exhausted and obsessed . Wearing a butcher 's apron . Staring down at one of the dead man 's forearms . Maggots are swarming in the flesh . He abruptly raises a cleaver and WHACKS it off at the elbow .

TRACKING SLOWLY past the forearm lying in a steel pan , we find Victor performing an intense chemical analysis . Dead tissues are breaking apart in solvents , distilled over a slow - burning flame . Victor smears a glass slide , places it under a microscope .

Victor is hunched over his notebook , pale and unhealthy , scribbling notations next to a rendering of the human form . Henry is across from him :

The wrought - iron doors of a crypt have been forced open . CAMERA PUSHES through to find Victor standing inside over a stone sarcophagus with a pry bar in his hands . He 's nervous , working up his courage :He pries off the stone lid . It THUMPS heavily to the floor , cracking in half . He opens the casket , reaches in , raises the pale arm of the deceased to inspect it .

Stone monuments . Bare trees . Ivy - covered ground . Victor shoulder - deep in a grave . Shoveling . A lamp burns low . COFFIN - NIGHT Pitch black . The lid swings open , cascading dust and soil . Victor peers down , holding the kerosene lamp high . VICTOR 'S GARRET - NIGHT TRACKING ALONG the shelves , crammed now with formaldehyde jars of feet and hands , brains and kidneys , the occasional head staring through the glass , dead cats . and we find Victor working into the wee hours . Hunched over his specimens . Candle flame flickering low . Referring back to Waldman 's notes . Making notations in arcane books such as `` De Occulta Philosophia , '' by Agrippa , and `` Le Sciences et les arts D'alchimiste , '' by Paracelsus . FRANKENSTEIN ESTATE - LATE DAY A magnificent backdrop of mountains against a cloudless blue sky . TILT DOWN to Elizabeth and Justine with the mansion distant . A steady breeze ripples the fields as Elizabeth regards a stack of mail .Elizabeth gives her a hug . They walk toward the mansion

Murky and dark . Bellows are pumping . Showers of sparks cascade . The BLACKSMITH and his ASSISTANT are pounding a metallic sledgehammer litany , beating a huge copper sheet into shape . Victor enters . The blacksmith directs his attention to a finished copper piece leaning against the wall . Victor runs his hand over the surface . Nice .

A WOMAN lies on a table , screaming as she goes into labor . Her water breaks , cascading into a steel bucket . One of the ASSISTANTS snatches it up , scurries around the corner . Victor is waiting in the shadows . Money changes hands .

Victor is examining the amniotic fluid . Boiling it off . Working to synthesize it .

Victor pours the final drum of fluid into what appears to be a large copper vat . He dips his hand in , examines the consistency and smell . ANGLE WIDENS , spinning slowly up to reveal that the vat is human in shape . A sarcophagus .

We find Victor examining three corpses on the back of a wagon , checking nostrils and teeth with gloved hands . A PAIR OF MEN lurk in the shadows , waiting .The corpse is lifted off . Money changes hands .

Victor wearing elbow - length gloves , hacking furiously away with a bone saw . Tossing aside the scraps . VICTOR 'S GARRET - NIGHT Victor has an arm wired , testing reactions . He scrapes off a small shred of tissue , drops it in solution , watches it break apart . It does n't look good . He glances feverishly at the clock , makes a fast decision , scribbles in his journal :VICTOR 'S GARRET - NIGHT Victor stitches a torso with one of those big , awful curved needles , yanking up hard to draw the catgut tight .VICTOR 'S GARRET - NIGHT Victor pulls on a chain , hoisting the body off the slab via block - and - tackle mounted on a ceiling track . The body rises limply into the air , spinning slowly , arms and legs dangling , long black hair covering its face .Victor reaches up with one hand to stop the body spinning . He pushes it down the length of the lab , rolling it along its ceiling track like a side of beef in a meat locker .

The Creature lies on an improvised bier of crates , surrounded by shadows and clutter , draped/sprawled like Christ taken from the cross in Michelangelo 's `` Pieta . '' Beakers bubbling and dripping . Intravenous lines seeping and secreting . A misty chemical haze in the air . Victor is watching his patchwork man . Glowering . Waiting .A FLASH OF LIGHTNING rips through the skylights , bathing the scene purple/white . Eerier and eerier .VICTOR 'S GARRET - DAY We find Victor passed out in a chair . His creation is still taking fluids . Gray daylight streams through the windows . There 's commotion in the street outside : shouting , horses ' hooves clattering on cobblestone , an occasional scream or wail . Victor does n't stir . Dead to the world . Somebody starts POUNDING on the door . Victor rouses , takes a moment to remember where he is . He lurches from his chair , grabs a canvas tarp , throws it over his `` patchwork man . '' STAIRWELL - DAY Henry is pounding . Finally the latch is drawn . The door swings open a crack . Victor peers out . Gaunt and furtive . Suspicious . Henry is stunned at his dissipated appearance .Henry peers past him . Victor shifts , blocking his viewAnd the door slams shut . The bolt is thrown . Henry pounds .Nothing . Stunned and hurt , Henry turns from the door and heads back down the stairs .

Henry exits into a nightmare . REFUGEES are streaming from the city , horses and wagons , people on foot , carrying their possessions . Henry steps into the street and is nearly run down by a carriage .Henry glances up to see Schiller at the reins , struggling to control the animals as the carriage eases past .He snaps the reins , not caring who he runs down . The carriage lurches away , scattering refugees before it . Henry keeps walking . Jostled by the hostile crowd . Looking around . Dazed . Dead bodies are stacked along the street like cordwood , waiting for the death carts . ANGLE WIDENS as Henry stumbles along through utter despair and devastation , stunned at the human suffering around him as we

Victor glances at the clock . Scribbles in his journal :He gazes down at his creation , lying once again on the slab before him . but now the Creature lies on a full body - length steel grate . Steel chains with hooks dangle from the ceiling above . along with long coils of thick copper wire tipped with glittering needles big enough to knit with . Victor glances up at the Da Vinci . The Study of Man has been daubed with red paint at key acupuncture points . Victor dips a huge cotton swab in a bowl of iodine , starts dabbing identical marks on the body before him . Now he 's ramming the huge wire - fed needles deep into these spots , brutally working them around in the flesh to get good contact . The forearms , the neck , the rib cage . Now he 's attaching the steel chain - hooks to the four corners of the steel grate . Now he 's pulling on a rope , straining to hoist the whole rig into the air . It lifts slowly from frame : body , needles , wires and all . HIGH WIDE ANGLE . and we get our first spectacular look at Frankenstein 's gloriously low - tech and stupendously arcane lab . The Creature dangles below us from the ceiling - hoist , lying full - length and horizontal on its steel grate , spinning slowly , thick copper wires trailing from its arms and legs , rib cage and neck , armpits and groin . The copper cables trail upward , coil along the ceiling like garden hose to provide necessary slack , meander down the wall to culminate in a splendiferous array of galvanic batteries , steam engines and generators . Frankenstein reaches slowly up , fingertips straining toward the ceiling as if worshipping the creation revolving endlessly above his head in a perfectly - described circle not at all unlike the Da Vinci . And he grabs the lever on the platform and pulls to start it spinning , with a mighty heave , he sets the whole thing gliding in motion , CAMERA TRACKING FASTER AND FASTER as he rolls it along the ceiling track through the lab , passing table after table of desiccated leftovers and discarded scraps , LIGHTNING BLAZING through the windows to mark his way with wild and sinister shadows . and he yanks the platform to a stop over the copper sarcophagus . Amniotic fluid steaming and murky within . He positions the platform , unties the rope , lowers the Creature down and down , lower and lower , sinking into the vat , the steel grate a perfect fit in size and shape . Faster now , moving furiously . Reaching into the murk , unhooking the chains . Arraying the copper wire through air - tight guide holes . Spinning on his heels and reaching up , grabbing hold of the upper shell of the sarcophagus also suspended from the ceiling , stunningly heavy , gleaming with reflections and secrets . CAMERA ROCKETS DOWN on Victor as he swings the upper shell into position , lowers it into place with a THUD - CLANK ! Working the wing - nuts on the bolts , spinning frantically , tightening them down , sealing the sarcophagus air - tight . Faster now . Faster . The frenzy builds and the CAMERA GOES WILD , rocketing , zooming , gliding , spinning the audience on its ear : Frankenstein . Turning up the heat on the burners . Cooking the copper from below . Double double , toil and trouble . Frankenstein . Gazing through the thick glass portholes checking on his creation drifting in the murk . Frankenstein . Whipping up the galvanic batteries , supercharging them with steam generators . Watching as they send voltage humming and throbbing through the copper cables along the ceiling beams . Building up a charge . Frankenstein . Gazing at his gleaming handiwork . LIGHTNING painting his features into a twisted mask . Hand on the switch . Ready to rev it up and throw the throttle . Over it goes . WHAM ! Overdrive . The body convulses violently in its copper womb as the first jolt of electricity hits . THUNK - THUNK - THUNK ! Blazing with energy and arcane light , fingers of light throbbing through the portholes , sparkling , glittering , seeking . Frankenstein races to the sarcophagus . A long glass tube , two feet in diameter and ribbed with steel , gets lowered on a boom and rammed into a hole , collate spun tight , inner dam wrenched out like a Polaroid plate . He reaches up and grabs holds of a pull - chain , fingers going knuckle - white on the wooden handle . One hard yank . A dump - tank is released , murky water cascading down the glass tube . And here 's the final perversion , the ultimate icing on this twisted cake : the copper sarcophagus is literally a womb , with the giant glass tube serving as a massive gleaming phallus down which come pouring dozens of electric eels , wriggling and streaming like huge black sperm . EEL POV -LRB- IN THE TUBE -RRB- . rocketing down the tube , slithering and squirming , faster and faster , racing into the sarcophagus , seeking out the creation in the murky womb - fluid , lashing at the hapless gray flesh , zapping it again with high - intensity voltage . The Creature convulsing , thrashing , jerking from side to side , raising its head against the top , mouth gaping open and shut , jaws snapping with electrical surges . Frankenstein 's face appears at the porthole , peering in , watching his dark seed fertilize his unholy child .A huge bony hand slaps against the porthole , fingers clawing and spasming against the glass . FRANKENSTEIN jerks his head back , stunned . The fingers are scratching . He turns , runs to the electrical rig , shutting the whole thing down . It cycles off , whining into silence INSIDE THE SARCOPHAGUS . and the body relaxes , shutting down with it , going limp and lifeless in the murk , spasms trailing off . FRANKENSTEIN stares at the sarcophagus . Realizing his creation has stopped moving . Nothing now . He sags to his knees , utterly devastated at the loss of his dream . Nothing . It was all for nothing . INSIDE THE SARCOPHAGUS . And The Creature opens its dim yellow eyes , aware . Its mouth goes wide , teeth bared in a silent scream as it tries to breathe and finds nothing in its lungs but fluid . FRANKENSTEIN is wrapped in his despair , face cradled in his hands . A SOFT TAP . He glances over his fingers . Thinking he imagined it . No . There 's another tap . And another . We see it in his eyes . Sheer joy and stunned exultation . Triumph and wonder unbelievably sublime . A bare whisper :And then hell breaks loose : Massive convulsions wrack the sarcophagus , damn near shaking it off its cradle . THUMP - THUMP - THUMP ! Pounding from within . Head ramming against the inner lid . He races over , frantic , fingers fumbling on the wing - nuts , spinning them loose , trying to free the drowning man within . He unscrews the final bolt , reaches for the rope to hoist the lid away . and the lid launches itself across the room , propelled from below with rocket - booster force . The massive copper shell goes hurtling/spinning/cartwheeling across the lab , demolishing an amazing array of equipment in its path , and thunders massively off the wall in an explosion of masonry and splintering coat rack . Victor 's greatcoat goes flying . Silence . Frankenstein is frozen . Staring at the roiling surface of the amniotic fluid as it settles . An eternity passes in the space of a heartbeat . The Creature erupts from the vat like a vision from Hell , thrashing and gagging . Murky fluid cascading in all directions . The Creature seizes Victor by the shirtfront , trying to pull itself from the vat , slipping and sliding like an epileptic in a bathtub full of oil , damn near dragging Victor in , eels leaping and frothing and crackling with electricity . Victor screaming , trying to pull away , trying to break the Creature 's grip . and the whole thing tips over . Victor reels back , falling as the vat SLAMS to the ground , cascading its murky contents , washing the Creature limply across the floor like a body tossed from the ocean , eels flipping and flopping , snapping electrical discharges into the air . Victor scrambles back , slipping and sliding on the amniotic muck , desperately jerking his legs away . He finds his traction and scrambles to his feet . The Creature is grasping and crawling toward him . Flopping and jerking . Gripped by seizures and convulsions . Vomiting murky liquid as his lungs heave grotesquely to dispel the fluid . Swiping the air with palsied hands . Malfunctional . VICTOR stands dripping fluid and goo , chest heaving , staring down at the Creature , not quite able to believe he was midwife to this ghastly birth . Softly :The Creature lunges to its knees , grasping him , clutching his clothes , pawing him .Victor ca n't break free . Panicking . He snatches a hammer from a nearby table and brings it down on the Creature 's head . THUD ! Again and again . Beating the thing down , pounding it into submission . The Creature finally collapses , sliding down Victor 's legs , curling up like a fetus , twitching and jerking in its own afterbirth . Silence now . A ghastly tableau : Victor stands in the middle of his ruined lab with his creation moaning and twitching at his feet in a dying heap . A FLASH OF LIGHTNING silently bathes the room , jerking wild shadows across the walls . Victor steps over the Creature . Dazed . He drops the hammer . It clatters to the floor . He stops to jot a final entry :He walks stiffly away , disappears into the bedroom .

where he staggers to the canopied bed , beyond exhausted , and collapses face - down into oblivion . Weeping .

The wee hours . Rain pattering desolately on the roof . Victor sleeping . Wrestling with troubled dreams . Through a crack in the bed curtains , we see the bedroom door slowly creak open , throwing a twisted spill of light . A shadow appears . Entering . Shambling and gliding across the floor . Silent and furtive . Creeping toward the bed . PUSHING SLOWLY IN on Victor . Moving into close - up . Sleeping . Unaware . The shadow falls across his face . Beat . His eyes fly open . An intake of breath . Paralyzed . Sensing the presence . Feeling the shadow . Working himself up to something . Perhaps a scream . He can stand it no longer , thrusts out his arm , jerks the curtain aside . and the Creature is there , Looming like a specter of death . Naked . Beseeching . Dull yellow eyes trying to understand . Victor lurches from bed , sends a nightstand and vase CRASHING to the floor . The Creature circles , seeking him , threatening to cut off his path to the door .He darts past the thing , careening out into the lab . The Creature whips around , unsteady for a moment , then follows him with surprising speed .

Victor races through the lab with the Creature hobbling behind , trying to catch up . Victor hurling lab equipment , tipping shelves in its path , anything to slow it down . Victor rips the door open , lunges through , slams it in the Creature 's face . The Creature presses against the wood with pathetic little moans , begging not to be left alone . He sinks to the floor . Abandoned . Shivering with cold . Sees Victor 's greatcoat where it fell . Grabs it . Drags it over . Shrouding himself .

Victor races into the downpour , soaked to the skin in seconds , mind racing . He needs a plan . He presses on .

Victor appears at the window . TILT DOWN to reveal an array of gleaming swords lying in their velvet display . Victor hurls a brick through the glass . Snatches up a sword .

Victor careens in from the storm , drenched , racing up the stairs , sword glittering in his grasp . He gets to the top of the stairs .

only to discover the door torn off it 's hinges . He enters , stunned . The thing is gone .

Victor races back into the storm . Searching . Slogging grimly on . Lashed by the wind and rain . Mocked by the lightning . He 'll never give up . Not until he finds the thing and takes back the life he gave it . He dwindles from view , vanishing into the gale as we

Gray and drizzly . Heaps of wet garbage . Crawling rats . There 's a shifting , heaving motion . The vermin scatter as the waking Creature peers at the world from beneath the greatcoat like a frightened child peering from under a blanket . Lost and confused . He scrabbles through the garbage for something to eat . He finds a rotted scrap , chews it anxiously . Ravenous . TWO FERAL DOGS appear , grizzled denizens of the city 's gutters and back - alleys , peering with insolent eyes . Watching him eat . Assessing his potential as a threat . The Creature stares ingenuously back . Not knowing to be afraid . The lead dog curls his lips back with a guttural SNARL . The Creature draws back sharply with a fearful MOAN . That 's all it takes . The dogs are on him , snarling and snapping , the food torn from his hands . The dogs dart away , growling and fighting over the scrap . The Creature is left whimpering and shaken . He pushes to his feet and hurries in the opposite direction , legs bare and pale beneath the swirling greatcoat , clutching his collar against the cold . He hears a distant CLANGING .A death cart clatters slowly past the mouth of the alley , DRIVER ringing his bell . It makes no sense to the Creature , but it 's a sign of human life . He presses on .

and emerges into the square as ANGLE WIDENS . There 's a fair amount of activity . People are still leaving the city , though the earlier flood has thinned . Some citizens are still trying to go about their normal lives . VENDORS are calling out , selling food . The Creature moves through the square , unnoticed , just another figure mingling with the flow . People trudge along , eyes downcast , miseries great , paying little attention . The Creature pauses , sniffing the air . An aroma draws him to a vendor 's stand . Loaves of bread are laid out . He hunches down to smell one , picks it up , bites off a chunk . Chewing . It 's good . A bigger bite . Snatching up more .The Creature glances up . The VENDOR 'S WIFE is within arm 's reach , breath catching in her throat at the sight of him . Mouth gaping . Too stunned to scream . The Creature cradles the loaves to his chest , terrified she 's going to take them away . He remembers his recent experience with the dogs and decides to try out the lesson he learned : he curls his lips back and snarls . He 's rewarded with a PIERCING SHRIEK . The Creature jumps back , startled . This was n't the desired effect . The woman SCREAMS like she 'll never stop . He turns to run away . and plows right into the stream of refugees . He goes sprawling , scraping his knees bloody , still clutching his loaves . Confusion all around . People converge angrily . A ROUGH MAN grabs his hair , jerking him upright .and the Creature staggers to his feet before them , whimpering to protect his food , showing his face to all . Screams and panic . The Creature whips around , seeing horrified faces on all sides . He 's the cholera ! He 's the one been spreadin ' the plague ! faces which turn into an angry mob , glaring sheer hatred . Somebody hits him in the face with a heavy stick , spinning him to the ground , loaves of bread scattering . They surround him , hitting , flailing , throwing stones . He tries to crawl , whimpering for them to stop .The Creature finds himself hoisted into the air , falling back onto a sea of hands , kicking and screaming as the mob sweeps him across the square like some pagan sacrifice . He gets tossed onto the hard cobblestone in a thrashing heap , scrambles to his knees as the crowd surrounds him . He 's wailing with terror now , long inhuman howls of fear . Men start flinging lamp oil , spattering him , blinding him . A torch is lit , swung toward him . Feel the heat . The Creature lunges to his feet , panic and terror complete bulldozing through the crowd to get away from the torch , bowling people over , scattering them in all directions . He breaks free , hobbling wildly across the square , greatcoat billowing . The mob streams after him , thirsty for blood , hurling rocks and sticks .

The Creature is weeping as he runs , bleeding from his many cuts and bruises . He turns a corner , collapses against a wall to catch his breath . He can hear them coming , shouting . They 'll be here any second . He sees a death cart heaped with bodies . He hurls himself up on the cart to conceal himself among the putrefying corpses . The crowd streams past the mouth of the alley . The death cart WORKERS appear , heaving another corpse onto the cart , gaping fearfully at the confusion . They scramble into their seats , snap the reins . The cart rattles off as we

Elsewhere in Ingolstadt . Death carts and devastation . This part of town was hit hard . Bodies are heaped in gutters , stacked along the walls . People are huddled in doorways , quaking with sickness and pestilence . CART WORKERS move among them , faces shrouded with kerchiefs and burlap masks . WORKER # 1 moves down a row of the sick and dead , shaking them to see which is which , his face hidden behind heavy burlap . He pauses , seeing Victor unconscious against the wall , pale and covered with filth , shaking with fever . The worker 's eyes widen . Stunned . He calls over his shoulder :WORKER # 2 hurries over . Stares down . Eyes also widening .Worker # 1 rips his mask away . It 's Henry . He leans down and grabs Victor , trying to rouse him .Worker # 2 also sweeps his mask aside . Professor Krempe .They hoist Victor off the ground by his arms and legs and carry him into the street . Victor rouses , feels himself being carried . He sees a death cart looming ahead , stacked with heaps of reeking dead . Staring . Waiting .ANGLE WIDENS UP as they carry him kicking and screaming past the death cart and on across the square .

A death cart rattles past , bearing its load . PAN WITH IT to reveal a scene utterly Dante - esque . Here 's where the dead are brought to be burned en masse . Fires are burning . Smoke is drifting in thick clouds , obscuring the sky . Soot is drifting like black snow . BODIES are dumped into a slit - trench , rolling and tumbling in heaps . Barrels are kicked over . Streams of oil come pouring down , splashing and soaking . One of the corpses moves , heaving the others aside . The Creature gazes around , terrified once again at the smell of oil . He knows what that means . He pushes free , clambering over bodies , desperately trying to scramble from the trench , loose soil crumbling under his fingertips . ON THE LIP OF THE TRENCH . as WORKERS prepare to light the blaze . A MAN turns toward the trench with a burning torch . And then the Creature erupts from the trench of dead bodies right before big eyes , The man SCREAMS . The Creature SCREAMS even louder , cowering back . The man hurls the torch . The Creature ducks as it goes spinning over his head into the trench . WA - BOOOM ! A massive wall of flame punches sky - ward . The Creature whirls , stunned at the searing heat , arms thrown up in horror . He flees , scattering the workers as he goes , running from this ghastly place of flames and death .

The Creature comes blundering into view . On the move . He knows not where . Just away , He arrives at a pond . Water . He 's thirsty . He scrambles to water 's edge , starts lapping it up with his hands . He pauses , noticing his broken reflection . The water settles and his face comes clearly into view . He throws his hands up and SHRIEKS , terrified at his own reflection . and then he realizes it 's him down there . He stirs the water with his fingertips to make sure . He reaches up , touching his face , utterly horrified at the sight of it . and utterly heartbroken . He drops his face into his hand and weeps helplessly . BARKING DOGS in the distance . He looks up , thinking they 're after him . A moan of grief . He pushes to his feet . TRACKING THE CREATURE faster and faster through the trees , running from this world he 's been born into . Gasping for breath . Crashing through branches . The BARKING draws closer . He hurls himself into a thicket , scrambling to hide himself , covering himself with dead leaves . Panic . Exhaustion . Mortal terror . He flinches as something comes CRASHING through the brush nearby . The legs of a DOE come into view . Staggering . Falling . Thrashing down into a cushion of dead leaves . Two arrows protrude from her heaving side . A tiny FAWN stumbles into view on ungainly legs , mouth open , frothing with exhaustion and terror . Waiting for his mother to rise . Her thrashing grows weaker . Dying . The Creature moans at the sight . The fawn turns , meets his gaze . An extended beat . A rush of empathy . The Creature reaches out . The fawn takes a few hesitant steps toward him . The BARKING draws closer . HUNTERS shouting . The Creature 's fingertips make contact with the fawn . A pack of the biggest , nastiest Staffordshire terriers you 've ever seen throw themselves HOWLING AND SNARLING onto the doe , savaging her like whirling dervishes , The Creature lets out a SHRIEK , snatches up the fawn as he lunges to his feet , crashes off through the foliage with the fawn cradled to his chest . The dogs take off after him . DOLLYING THE CREATURE Running full - tilt , SHRIEKING in terror all the way . Trying to save the fawn . Trying to save himself . The dogs are snapping at his heels , trying to sever his hamstrings and bring him down . He hears RUSHING WATER ahead , crashes headlong through a thicket .

and sails SCREAMING into empty SPACE , twisting and spinning as he falls , plummeting head - first into the rapids . The dogs are left behind . The Creature gets swept along , gasping and choking , caroming off huge boulders , fawn still clutched protectively to his chest . Finally the water starts to settle . He manages to lash out and secure a handhold . He pulls himself up , clambering over the rocks and staggering onto firm soil . He collapses to his knees , dripping water and heaving for breath . He lowers the fawn away from his chest , joyous at their escape . only to realize the small animal is limp and lifeless in his hands . He crushed it to death trying to save it . He lays it down , moaning , trying to understand . ANGLE WIDENS UP into the trees as we WOODS - DUSK TILT DOWN to reveal a solitary figure in a greatcoat trudging across the sodden countryside under a dismal , darkening sky . Cold . Hungry . Wet . Tired . The Creature pauses , hearing FAINT MUSIC drifting on the breeze : the lovely flute - like sounds of a recorder . He slogs to the crest of a ridge . There 's a small house in the valley below . A peasant dwelling . Smoke drifts from the chimney . That 's where the music comes from -LRB- a simple and plaintive rendition of our movie 's WALTZ/LOVE THEME -RRB- . The Creature proceeds down the ridge . drawn by the music and the promise of warmth . HOUSE - DAY The Creature approaches cautiously . Furtive . He eases to a window , catches a glimpse inside , draws back . Listening . The tune ends . We hear the pleasant murmur of VOICES . FOOTSTEPS come clumping across the floor . The Creature reels back and dives around the side of the house as the door unlatches and swings open . FELIX exits , a poor man trying to scratch an honest living from the soil . He heads in the same direction as the Creature . ANOTHER ANGLE . and walks around the corner of the house just as the Creature scrambles from view behind the chicken coops . The Creature watches through the wire and wood as Felix approaches and stops , only his legs visible . Feed is scattered through the wire . The chickens begins to eat . The Creature backs up PIGSTY - DUSK . and finds himself in the company of PIGS . The animals GRUNT and SQUEAL in alarm .The Creature scurries further back into the shadows as Felix 's feet stop just outside . A pail is upended . Slop pours into the trough . Felix walks away . The pigs scurry to eat . The Creature leans forward intently . Food ? He crawls to the trough and squeezes in among the pigs . They jostle , but he jostles right back , wanting his fair share . He laps up the slop with his fingers , dribbling it down his chin . Not much on taste , but it 's edible . He stops , hearing the recorder MUSIC again , turning toward the sound . He follows it , crawling back into the darkest recesses where the sty adjoins the wall of the house . He places his eye to a chink between the logs . and sees GRANDFATHER playing the instrument near a fireplace of glowing embers . The Creature shifts for another view , sees the family preparing the table for dinner . Felix and his wife MARIE are helped by their children , MAGGIE AND THOMAS , ages 6 and 8The old man stops playing as the children scurry over . As Maggie helps him to his feet , Thomas tosses another log on the fire . It BLAZES UP . Fire and sparks . In the pigsty , the Creature draws back with a fearful moan . that nobody but GRANDFATHER hears , He pauses to gaze blindly toward the wall , eyes milky with cataracts , wondering what it might have been . Probably nothing . He lets the children lead him toward the table . The meal is brought from the stove and ladled out . The Creature eases back to the chink in the wall , smelling it from here . A string of drool spills from his mouth . It 's humble fare , not very appetizing , but it looks like a feast compared to pig slop .

Not much to look at. Even less to eat. I do n't how we're going to get through the winter with this yield.

Nothing in this life comes free of cost. I'd like to know who and why.

with particles of heavenly fire, the God of Nature did his soul inspire. and pliant still the ethereal energy which wise Prometheus tempered into paste.

Victor lies sleeping . Wrestling with troubled dreams . In an eerie echo of before : the door creaks open in a spill of light . A shadow enters , creeps to the bed , falls across his face . Victor 's eyes fly open . He tries to erupt from bed , choking on a scream . and Henry wrestles him back to the pillow to feel his clammy forehead .Victor takes Henry 's hand . Squeezes it .Victor pauses , too emotional to respond . Softly :Beat . Henry accepts this , though he does n't like it .Henry grabs a stack of letters from the nightstand .Henry leaves him alone to wrestle with his guilt . Victor is swept with emotion and remorse . He closes his eyes . Softly :

The Creature and the pigs are sleeping in a heap . He rouses , scattering them , crawls to the slats of the sty . Felix is returning wearily from the fields with a large basket on his back . The Creature moves to his chink in the wall to see Felix enter the house and dump the basket out for Marie . A pathetic array of potatoes and turnips .He sinks into a chair , weighed by worry . She moves to comfort him , cradling his head to her breast . He returns her embrace , drawing strength . A tender , gentle moment . The Creature watches , puzzled and empathetic , deeply moved by her sympathy . Felix gathers himself , wipes his eyes .He hoists the basket and exits . The Creature turns to watch Felix trudging back toward the fields .

Felix digs for potatoes , tilling as he goes . Back - breaking work . Thomas provides what help he can . Some distance away , Maggie and Grandfather are tending the cow . ANGLE SHIFTS to reveal the Creature watching from the brambles .

The Creature watches the family eat their dinner . Potatoes and turnips . A glimmer of understanding in his eyes .

A long shadow looms toward the dwelling . circling the house . approaching the shed . Baskets and tools .

We find the Creature working by the light of a refulgent moon , hacking away at the soil , tilling the earth .

The Creature stirs , hearing movement within the house . He scurries to the slats of the sty and peers out . All the baskets from the tool shed are stacked to overflow before the door . The door opens . Felix steps out and trips on a basket , sprawling to the ground in a torrent of potatoes and turnips . He sits up , gazing in wonder .

A sliver of warm light spills through the chink in the wall . The Creature looms into frame , busily munching a raw potato . A pig comes snuffling at his elbow . He shoves him away . Go find your own . Inside , the family is enjoying a much more generous meal than the last one :Felix and Marie exchange a look . He 's not as amused as she is , but lets it go . She smiles at the children .

I'm glad you finally came to the door. A man should n't have to scurry in the shadows.

Grandfather sits playing his recorder . The cow is grazing at a distance . The Creature creeps into view , listening to the music . Grandfather senses his presence . Turns .No response . He turns back . Unsettled . Continues playing .

The Creature watches Marie instructing the children in their letters . A half dozen words are written in chalk on a slate board . Maggie is trying to puzzle one out :He 's delighted to have uttered his first word .

Myyy Darrllnng Vic. tor. Willee haaad hisss burrth - dayyy. I wissh. yooo cuud huvv beeen. herre. to sharre ut. withh. ussss.

of sscience. and to c - create. a beinng. in the image of man. assembled ffrrom. the. dead bodieess I have. gatherrred.

I have been. afraid. Afraid. they will hate me. because I am so very ugly. and they are so very beautiful

I love them. so very much. I want. I want. them to be my ff - family. I II - Ilove them ss - so very mm - mm - mmuch.

What does one say to one's Maker, having finally met him face to face? Milton gave it voice.

Did I request thee, Maker, from my clay to mould me Man? Did I solicit thee from Darkness to promote me?

I'm not sure I believe. But then I had no one to instruct me. I had no mother. and my father abandoned me at birth.

I took him by the throat with one hand. lifted him off the ground. And slowly crushed his neck.

That poor, innocent child died in my grip. because all I could see was your face. and all I could feel was my rage. And when I let him go, he fluttered to the grass like a sparrow.

Later, when they were searching, I followed the pretty lady who got lost in the woods.

She was so lovely. I longed to touch her. and seek her sympathy.

but I simply returned the object which had triggered my crime, hoping in some small way to atone.

You gave me these emotions, but you did n't tell me how to use them. Now two people are dead. Because of us.

What of my soul? Do I have one? Or was that a part you left out?

Who were these people of which I am comprised? Good people? Bad people?

In which part of me did this knowledge reside? In these hands? In this mind? In this heart?

And reading and speaking. Not things learned. so much as things remembered.

Stolen memories. Stolen and hazy. They taunt me in my dreams. I've seen a beautiful woman lying back and beckoning for me to love her. Whose woman was this? I've seen boys playing, splashing about in a stream. Whose childhood friends were these?

I do know that for the sympathy of one living being, I would make peace with all.

I have love in me the likes of which you can scarcely imagine. And rage the likes of which you would not believe. If I can not satisfy the one, I will demonically indulge the other. That choice is yours.

We'd travel north, my bride and I. To the furthest reaches of the Pole, where no man has ever set foot. There we would live out our lives. Together.

That is mild compared to what will come. If you deny me my wedding night. I'll be with you on yours.

I'm sure the lady knows her own mind. Does n't she? Let her decide the proper suitor.

I longed to be with him. But I wanted his final moments to have peace. I could see you were a friend to him.

Would you not? He was father. And mother. We fell from grace together. He from his God. I from mine.

Felix is chopping lengths of wood , dulled by the task . The children are stacking the wood on a litter .

Felix and the children walk home . The litter of wood is being dragged by their cow .

Felix stacks the last pile of wood under the eaves . Marie meets him at the door , takes his hands .They go inside . The door closes . CAMERA PUSHES to the pigsty . Eyes peering out .

The Creature walks along , munching a turnip , axe slung over his shoulder , muttering :

The walls around the house are stacked impossibly high with cords of wood . Felix and Marie gaze out the door . Stunned .

Snow is drifting outside the tall dormer window . We find Victor at his desk , reading a letter :ANGLE SHIFTS to include Henry . He 's been listening .Victor ponders the letter . He lays it next to the locket , pulls out a sheet of paper and quill , begins to write .

The Creature observes another lesson . Six more words are chalked on the board . Thomas is struggling with the first :And then , amazingly , the Creature finishes the word before Thomas does :Now the Creature beats Maggie to the punch :The children crowd to the window . The Creature turns , peering through the slats . White flakes drift magically down . The door flies open , the children pour out . The adults appear in the doorway :Before she can react , he grabs her by the waist and drags her shrieking out into the snow . Before you know it , a wild snowball fight ensues . Screams and laughter . THE CREATURE watches his family cavorting in the snow , having the time of their lives . His face lights up with a smile . Softly :

Bright sunshine sparkles off a fresh carpet of snow . Felix and the children are heading out , spirits high . Felix has his axe and a coil of rope slung over his shoulder .

TRACKING Felix and the children . They 're laughing and joking , the kids playful and giggling . The Creature shadows them , looming and darting among the trees , along for the excursion . Happy as a kid himself . Maggie and Thomas hurl themselves to the ground , thrashing their arms and legs in the snow . They jump to their feet and hurry to catch up with Felix . The Creature peers out , amazed to see two snow - angels in the powder at his feet . Up ahead , Maggie points to a 6 - foot fir tree .Felix shrugs off his coil of rope and starts chopping .

The Creature gazes through the chink in the wall , face lit up with wonder . Inside , the tree is a dazzling vision of ornaments and light . The house is filled with joy and laughter . Grandfather plays his recorder by a roaring fireThe kids go dashing across the room . The Creature shifts to the slats as the door opens , throwing a spill of warm light . The children set something out in the snow . Maggie calls out into the darkness :The door closes . The Creature creeps from his sty , scurries closer to investigate . He finds a covered plate topped with a glittering red silk flower as decoration . The slate board is jammed in the snow . On it is chalked a child 's rendering of a glowing angel and a message :He snatches up the plate , scurries around the side of the house , and hunkers down near the tool shed with his prize . He plucks the red silk flower , enchanted by it , tucks it gingerly into an inner coat pocket . He uncovers the plate to reveal a wonderful array of Christmas cookies . He 's not sure what they are , but they do n't smell half bad . He picks one up and bites into it . He pauses , stunned , eyes going wide as saucers . A whine builds in his throat . He starts huffing air as he chews , mouth gaping , mind thoroughly blown . Screw potatoes and turnips .

The children race out the door to find the plate empty . And a big snow - angel waiting for them in the yard ,

The Creature watches the family clustered around the fire . Marie reads a book aloud :The Creature leans back into the shadows , grappling with the concept of book . He reaches into the pocket of the greatcoat , and pulls out what 's been there all along : Victor 's Journal . So that 's what this is . A book . He unwinds the thong , riffles the pages . Letters fall , scattering from the pages . He picks one up by the corner , turns his head this way and that . Slowly :

Grandfather sits playing his recorder . Again , the Creature approaches to listen . Grandfather stops . Turns .The Creature studies Grandfather for a time . The old man waits . Finally starts to play again . The Creature finds a spot to listen . He opens Victor 's journal . CAMERA PUSHES SLOWLY IN as he puzzles over it .

and we CONTINUE PUSHING SLOWLY IN as the Creature reads :He turns the page and discovers his own rough likeness : it 's Victor 's sketch of his patchwork man . The rendering includes suture marks where the pieces were joined . The Creature gazes for a long time . His finger traces the penciled suture - line where an arm joins the torso . Eyes going wider . Revelation slowly dawning . No . It ca n't be . it 's too horrible to conceive . and he drops the journal , clawing at his coat in a surge of panic , wrenching it away to reveal his arm . And the massive suture scars joining his shoulder to his torso in an exact match to the drawing . He throws his head back in an animalistic PRIMAL SCREAM , face twisted in a mask of utter horror , Munch 's painting made flesh . IN THE WOODS . and his scream echoes across the countryside , Felix turns from chopping wood . His family gathers , eyes wide , listening to the sound trail off . Softly :IN THE PIGSTY A massive hand rips the page from the journal , raises it in a clenched fist . ANGLE WIDENS to reveal the Creature huddled in a corner , dropping his head into his arms to hide his face . Sunlight throws streaks of light and shadow through the slats . He sobs , wracked with despair as we

The house is distant below . Felix and his family are heading out across the fields now sparse with snow , herding the cow before them . Only Grandfather is missing . The gentle MUSIC of the recorder drifts up from the house . ANGLE WIDENS to reveal the Creature hunkered on a hill . Watching . Waiting . The family dwindles in the distance .

For the first time , we actually see the inside of the house from a perspective other than through the chink in the wall . Grandfather is by the fire , playing his recorder . The Creature 's face appears at a window . Peering in . He ducks from view , appearing at another window . Making sure the house is otherwise empty . He vanishes again . The door swings silently open . His figure fills the doorway . Grandfather stops playing . Silence .The Creature enters . Sits . Holds his hands toward the embers , feeling the warmth .Grandfather offers him the recorder . The Creature hesitates , takes it , inept where such delicacy is required . He puts it to his misshapen lips and blows a few hollow tones . He gives it back , huffing air , delighted .The old man - reaches for his face . The Creature draws back .The Creature decides to trust . He eases forward . Grandfather runs his fingers over his features . Gently :The Creature pauses . Emotions swirling . Afraid to continue .Grandfather reaches out and takes the Creature 's hands .The Creature is huffing air , breath hitching in his chest like a panicking child . His monstrous eyes well up with tears . Trying to get the words out :The Creature pauses . Trying to get the words out . And the door swings open . The Creature whips his head . There stands Maggie . Eyes going wide . Breath catching in her throat . She lets out an ear - splitting SHRIEK ! The Creature throws himself on the old man 's lap , clutching him , pleading :Felix bursts in , shoving Maggie aside , hell breaking loose in screaming , hollering chaos : Marie trying to get the children out of the way , Felix throwing himself on the Creature to rip him off the old man , the Creature sprawling to the floor , the old man shouting , the children SHRIEKING , Felix snatching , up the fireplace poker and swinging it down , again and again , trying to kill the thing .the CREATURE SCREAMING and taking the blows , writhing across the floor in agony , the children scattering from his pleading hands . The CREATURE rolls from under the brutal beating and sails out the door .

The Creature runs bleeding and sobbing , a specter sailing among the trees with greatcoat billowing like huge dark wings . Running from the horrified screams of rejection still echoing in his mind .

A snowscape . Stark trees . A figure in a greatcoat . Head bowed with misery . Leaning against a tree . Trying to catch his breath . Ca n't . Crying too hard . He sinks to his knees , hands clutched bitterly to his heaving chest . Wondering why the anguish does n't stop his heart in mid - beat . A realization . He pulls the little red silk flower from the inside pocket . It lies glittering in his huge , misshapen palm like gentle magic . Or hope . Yes . HOUSE - DUSK The sky is brewing . The Creature runs across the courtyard toward the house , breathless , holding his palm out . See ? Here 's the flower you gave me . Do n't you understand ?Nothing . He glances around . The pigs are gone . Chickens too . The Creature 's eyes go wide . He dashes to the house HOUSE - DUSK . and bursts in to find it empty . Items have been scattered and left behind . Books , clothes , even the old man 's recorder . They left in a hurry .HOUSE - NIGHT We hear furniture CRASHING , glass SHATTERING , shelves being ripped from walls . A faint glow kicks up . Flames rise within . The Creature exits with a flaming torch , spins back to watch . He has new possessions : an armload of books jammed in a satchel , some extra clothes on his body , the old man 's recorder jammed in his belt . A HOWLING WIND whips up , billowing his coat and hair , fanning the flames even higher . He raises his torch , HOWLING along with the wind , reflected fire seething in his eyes , exulting as the house is consumed . MONT BLANC - DAY Massive pale gray feet walking through the snow . ANGLE WIDENING to reveal a lone , windswept figure traversing the glacier with a walking staff . Struggling toward the crest of a ridge . Greatcoat billowing in a freezing wind . THE CREATURE rises from below the crest and gazes down . Glowering with triumph at achieving his goal . Softly :AERIAL SHOT sweeps up the slope of the glacier like the wind itself , rising magnificently past the tiny figure standing on the ridge , sailing up over the crest . to reveal the valley and lake of Geneva below .

Sunlight streams through the dormer window . Birds twitter on the ledge outside . The trees are in bloom . Victor stands dressed and ready to go , taking one last pensive look around at the now - empty garret . Henry appears :

Bustling with activity . Hopeful . A traffic snarl is jammed up in both directions , waiting to get in and out of the city . People , carriages , wagons , goods . We find Professor and MRS. KREMPE saying goodbye to Victor and Henry :A ROAR goes up from the crowd . The gates are finally opening as SOLDIERS swing them aside . The traffic starts to flow . Victor turns back to Krempe , nods gratefully .Krempe is flustered as Victor gives him an awkward hug .Victor breaks the embrace . He and Henry clamber into the carriage . Softly :Henry signals the DRIVER . The reins snap . The carriage lurches away , easing into the flow of traffic as we

Such a terrible winter. I'll praise God to see those gates open again.

William , now 10 , comes charging up the steps with a small package under his arm , nearly bowling over Mrs. Moritz as he sails past her hollering his head off :

Willie careens into the parlor , where Elizabeth and Justine are entertaining FRIENDS .Father enters , trailed by HOUSEHOLD STAFF .Willie thrusts the package into her hands . She hesitatesWillie scrambles to bring her the letter opener . Elizabeth lays the package down , slits it open . Willie peers in . Elizabeth pulls the locket out to the admiration of all . She presses the catch . The locket pops open to reveal Waldman 's miniature oil painting .Elizabeth pulls out the letter . Apprehension and hope . She begins to read . The others watch her . Waiting . Her face lights up , blinking back tears . She remembers to breathe .Instant pandemonium and joy . except from Justine , whose heart quietly breaks . Father and the others ROAR with approval while Willie jumps and shouts :She hands the locket back . She slips quietly from the room , unnoticed by the others .

and hurries down the hall , fighting back tears . RESUME PARLOR as Elizabeth is swept up in congratulatory conversation . Willie grabs the locket , admiring it :Willie 's so solemn and earnest that Elizabeth has to smile .The boy takes off like a shot . Father throws his arm around Elizabeth , announcing to all :

Geese scatter as Willie comes racing across the grounds . He clambers over a low fence , heading into the miles of wooded acreage behind the house . His favorite shortcut .

Willie hurries/dawdles along as kids do , the precious locket clutched in his hands , admiring it . He ca n't get over the fact that his brother 's finally coming home . He pauses , hearing FAINT TONES carried on the breeze , eerie and flute - like . A recorder . Curious , he follows the sounds further and further into the woods .

and comes into view of the pond . There 's a FIGURE sitting half - concealed among the tall reeds , gazing off across the water and playing his delicate wind instrument with oddly - pleasing dissonance -LRB- again , a simple variation of our familiar WALTZ/LOVE THEME . -RRB- Willie draws closer . Curious . Not wanting to intrude , but listening to the music . The figure in the reeds still has n't noticed him . And then his head abruptly whips around , An ogre right out of a storybook . Willie 's eyes go wide . The locket drops from his fingers into the dust . The boy turns and runs as the monster in the reeds lunges to its feet :The boy keeps running . The Creature comes shambling up from the pond , still calling after him . He picks up the dropped object . As he rises , he finds himself staring at the locket . At the small painting it contains . Victor Frankenstein . He raises his gaze after the fleeing boy . Maybe Willie does have reason to be afraid . The Creature starts after him , locket clenched in his fist , teeth grinding in greater and greater rage . Eyes wild . THEIR FEET go pounding through the brambles and brush . The terrified boy . The pursuing monster . Faster and faster .

Whirling with activity . Mrs. Moritz supervises the staff . Elizabeth and Justine are helping with the preparations . Justine turns with a platter , collides with one of the kitchen staff . Carrots go flying .Justine sees genuine concern . She softens :Father enters with Claude . Both men worried .

Elizabeth exits with the othersHe rushes to gather the men . Elizabeth gazes off . Wind kicking up . Night approaching . Almost too dark to see .

A massive search in progress . People are scouring the fields on horse and on foot , shouting Willie 's name . Elizabeth enters frame , calling out :LIGHTNING dances on the horizon . A storm approaching .

The stark black silhouettes of tree trunks bisect the frame in foreground as Justine approaches from the fields , lantern held high .and one of the `` tree trunks '' turns out not to be . It darts abruptly across frame with a billow of flapping greatcoat , Justine enters the woods . A FLASH OF LIGHTNING sends shadows skittering among the trees .

And the storm is now a raging downpour , TILT DOWN to reveal a coach clattering through the rain .

Victor is peering out the window flap .Henry cranes to look . A LIGHTNING FLASH stutters the mansion briefly to life a few hundred yards down the road ,Henry smiles , squeezes his shoulder . The carriage lurches violently , tossing them forward .

Victor jumps from the coach as the DRIVER wrestles his rearing horses under control and points . Victor turns . Elizabeth stands in the downpour like a ghost . Drenched to the bone . Weeping from the depths of her soul . Holding Willie in her arms . The boy 's arms hang limp , his head dangles back . Victor starts forward , stunned , unable to comprehend , running faster and faster .and now others are converging on the scene , dark screaming figures in the storm . Victor reaches her first as the others crowd around in a panic of confusion , crushing and jostling as she collapses into Victor 's arms , all of them cradling Willie , and then Father is there , shoving his way through , - seeing his dead boy and collapsing in the muck with a SCREAM , and suddenly Henry is there shouting for the men to lift him and everybody is scrambling and screaming as we

Silence . All we hear now is the SOFT TICKING of a clock . Henry tenderly ministers to Father , who lies gravely ill .

Elizabeth is sitting . Elbows crossed . Holding herself together . Face ashen . Dazed . Still in shock . Mrs. Moritz is nearby , looking much the same . Eyes swimming with tears .Henry comes downstairs . He and Victor confer in whispers then approach Elizabeth . Victor crouches before her .Victor squeezes her hand . Comfort and strength .There 's a KNOCKING at the front door .

Victor opens the door . POLICEMEN hover outside . Faces grim .The policemen trade uneasy glances .

Mr. Frankenstein. We've apprehended the murderer. Not five miles from here, hiding in a barn.

It's very unsettling, sir. And quite strange. Perhaps you'd better come with us.

Victor is led in by policemen . The JAILER unlocks the cell . Victor enters as the men depart . Victor is alone , staring at a FIGURE huddled in the corner , pooled in shadow . We get the impression of long , dangling hair . The figure stirs .and leans into the light . Justine . Pale . Dazed . ScaredShe rushes to him , throws herself into his arms . He reacts stiffly , not at all sure he wants her touching him .She dissolves into tears . Barely able to breathe .Justine pauses . Stunned . Her eyes on his . Here 's the deepest betrayal ever experienced . Her heart turns to ash .Beat . She hauls off and slaps him hard enough to rock his head around . Then she slaps him again . Harder .

The courtroom is packed . Justine sits accused . An older KITCHEN MAID is on the stand .A MURMUR sweeps the courtroom . Victor and Elizabeth share a stunned glance .

I found her sobbing her eyes out. Poor thing, I said, what's all this? And she spilled her heart to me about Master Victor. How she'd always loved him, and now he was coming home to marry mistress Elizabeth.

She cried and cried about the beautiful locket he'd sent. How she wished it was hers. She swore me never to tell a soul.

Victor is on the stand :Victor pauses , gnawed by some vague intuition . He looks to Justine . She gazes back , her feelings hidden . Softly :

Rejection can be a powerful wound. People have been known to do uncanny things.

And is it true, Miss Moritz, that you love Victor Frankenstein? That your heart was broken?

Is it also not true that you murdered his brother William in a misdirected crime of passion?

The locket last seen in the hands of the poor murdered child was found hidden in your dress the morning following the murder. The locket you so coveted.

Justine is now on the stand :Her gaze wanders to Victor , eyes locking on his . Stares back , trapped .

A PAIR OF FEET drop heavily in frame . THUMP - CRACK ! A shoe flies off . The CROWD gasps . Mrs. Moritz collapses WAILING to the ground . Elizabeth drops to her side to comfort her . Victor just stands staring . ANGLE WIDENS to reveal Justine dangling from the noose , neck broken , hands bound and feet still twitching .

Another eerie echo of before : a storm is raging . The body dangles from the scaffold , lashed by wind and rain . Victor looms from the darkness , staring . And then a massive white hand thrusts into frame and grabs his shoulder . Victor whirls and finds himself staring up into the last face he ever expected to see again , the hideous necrotic features bathed in a purple/white GLARE OF LIGHTNING . He SCREAMS as the Creature lashes out , grabs him by the coat , draws him breathlessly closer , inch by inch , eyeball - to - eyeball , grinning his awful rictus grin . Softly :Victor is speechless with horror . The Creature raises his arm , pointing with an impossibly long and bony finger . Look there . Victor does . LIGHTNING dances in the sky , illuminating Mont Blanc with a crackling halo of electricity . and then the Creature is gone , vanishing like a shadow in the darkness . Victor falls gasping . The awful truth dawning . He rises , gazing at the scaffold , horrified .Screaming now , rushing to the scaffold , throwing his arms around the innocent girl dangling there , sliding down , sinking to his knees , weeping helplessly :

Victor pulls a carved box from a shelf . Opens it . Lying inside in their velvet cradle are a gorgeous pair of Model 1820 Collier flintlock revolvers . MANSION - DAWN Victor is bundled in a rough coat , packing final supplies on a horse held by Claude . Elizabeth is at his heels .He rams the rifle into its scabbard , turns to her .Victor heaves himself into the saddle and rides off . TILT UP to the mountain . Shrouded in snow . Waiting . MONT BLANC - DAY A lone horse and rider appear , on his mission of revenge . Victor ascends the mountain . The mountain is brutal and unforgiving . Victor dismounts , leading his horse onto the glacier . A bitter wind blows . They plod on . Searching . Magnificent rugged vistas unfolding before our eyes . Primeval and vast . The horse suddenly spooks . Victor calms him . Staring . Is that a figure down there ? He shades his eyes against the cutting sleet . Somebody in the distance . Down there on the snow field . A tiny speck . Watching him . The figure starts running , leaping across the ice with great bounds . Right toward Victor . Victor wrenches the carved box from the saddle bag . The horse bolts . Victor drops to the snow , throws open the box , frantically snatches up the pair of revolvers . He glances up . The figure is gone , vanished in drifts of white . Victor rises with a revolver in each hand , cocks the flintlocks of both , turning slowly around . Gazing at the rocks and crags . Searching .He hears nothing but his own voice echoing back . and then FEET CRUNCHING through the snow . He turns . The Creature is running toward him across the glacier with inhuman speed , greatcoat billowing like huge dark wings . Victor raises the first pistol . Hesitates . As frightened and angry as he is , a small part of him pauses to admire the achievement of actually having created life . He pulls the trigger . BOOM ! A huge flash of powder , an eruption of smoke . The Creature dodges the shot , still coming . Victor raises the other gun . BOOM ! Another flash of smoke . Still the Creature comes . Victor . Frantic . Manually spinning the cylinders , cocking , firing . BOOM ! A miss . BOOM ! Another miss . Spinning . cocking . Firing . BOOM ! BOOM ! Spinning . Cocking . And the Creature is on him , slapping the pistols clean out of his hands . The guns sail through the air , spinning off across the ice . Victor panics , turns to run . And slips over the edge of the precipice . Victor falls SCREAMING , arms and legs windmilling through a 30 - foot drop . and slams bodily into a snowdrift . He looks up . The Creature is peering down . and leaps over the edge to follow , sailing through the air to land before him in a cat - like crouch . He pulls Victor from the snow and sends him sliding across the ice with a mighty heave .

right into the mouth of an ice - cave , Victor comes tumbling and sliding down the entrance , spinning and careening to sprawl heavily to the cave floor . Winded . Battered . Barely able to move . He glances up to see the cave filled with possessions . Books . Provisions . Extra clothing . The embers of a fire burn low . There is even a rough attempt at furnishings in the form of a few crates . A huge shadow fills the cave entrance . The storybook ogre is coming home to his cave , breath huffing like a steam engine . Victor scrambles back terrified , pressing into a corner as the Creature enters . but the Creature merely crosses to the fire and hunkers down . He tosses a few more sticks on the flames . Pause .The Creature grabs Victor 's journal off the `` shelf . '' He unwinds the thong , the letters spill out .He draws closer still . Intimate . Turning his head this way and that . Puzzling at Victor 's face . Softly :He raises his hand before Victor 's eyes , bony fingers curling to clutch an invisible throat . Victor is petrifiedFLASHBACK INSERT : FIELD The Creature gazes down at Willie 's body . He stares at the hand that committed the crime as if waking from a dream . Tears welling . Overcome with shame and horror . He falls to knees in the middle of the vast field , his wail echoing across the countryside as he weeps over the boy . RESUME ICE CAVE Victor stares in horror as the Creature relates his story with tears shining in his monstrous eyes .FLASHBACK INSERT : - BARN Justine is asleep in the hay . Haggard , wet , exhausted . The Creature looms over her , a monstrous shape backlit by the lightning , gazing on her beauty . His hand reaches down , hovering reverently , wishing to caress the swell of her breasts at the neckline of her bodice .The locket drops from his hand to dangle in his fingers . He lowers it , tucking it gently away in her pocketRESUME ICE CAVE Now tears are shining in victor 's eyes as well .Victor is crushed by remorse . A sob escapes him .He grabs up the recorder , plays a brief snatch of melody .The Creature moves off . Victor is emotionally exhaustedPUSHING SLOWLY IN on Victor . Considering it . Beaten .

Victor is calming his skittish horse as the Creature looms into view . Victor turns . The Creature tosses Victor his journal . Victor hesitates , jams it into his saddlebag .And with that , the Creature turns and scrambles back down the nearly - vertical cliff face , leaping from crags and boulders with superhuman agility . Victor watches him vanish from sight .

Victor walks his horse toward the house . Elizabeth rushes out to meet him with Henry and Claude . Victor hands off the reins to the STABLEBOY and embraces Elizabeth tightly .Victor glances over . Claude has pulled the Collier pistols from the saddlebags and caught a strong whiff of powder .Victor walks on toward the house with Elizabeth

and we find them in discussion by the fountain :He leans forward to kiss her . and pauses , hearing the distant MUSIC of a recorder echoing from the hills .

Victor sits at bedside , holding Father 's hand . The old man is a weak and frail shadow of his former self .Father smiles faintly . Victor squeezes his hand , whispers :

Murky and dark . Victor enters , yanks a dusty curtain off a window to let in some daylight . He picks up a pry bar , approaches a stack of crates as if facing an old adversary . One in particular is quite large . He rams the bar into the wood , prying it open . and CAMERA PUSHES IN to reveal a dull gleam of copper lurking within the packing straw .Victor assembles his equipment , recreating the lab ; bolting together the sarcophagus , now resting in its cradle . Hanging the huge glass tube , adjusting the boom . Installing the ceiling tracks and hoist mechanism . Playing out the copper wire along the ceiling beams . Hooking up the galvanic batteries and generators . Testing the electrical circuit with goggles and thick gloves , getting a huge cascade of sparks .Victor turns . Henry stands in the doorway .Henry enters , runs his hand over the gleaming surface of the sarcophagus , circles toward Victor .CAMERA PUSHES PAST to the Da Vinci print on the wall , contact points still daubed with red .

CAMERA DRIFTS among the tombstones to reveal an eerie sight : SOMEONE hunched in a grave , digging madly , dirt flying . We hear the THUNK of a shovel hitting wood

and the lid wrenches aside to reveal the Creature . He peers down at us , almost close enough to kiss .

The Creature nimbly climbs the outer wall , fingers grasping the brickwork , a dark shape slung over his shoulder . He pauses as a PAIR OF STABLEHANDS pass far below . He pulls himself onto the roof , crosses the gables , and pushes open a dormer window . We see Victor inside as it swings open . The Creature enters with his prize .

and the mottled corpse of Justine Moritz flops onto the table before us .Victor stares down in utter horror . Her cold , dead face . Blue lips already beginning to shrivel . Purple , sunken eyes . Knowing that she loved him . Knowing it 's his fault she 's dead . He can barely get the words out :That 's it for Victor . He turns away , stomach heaving . It 's all he can do to keep from throwing up .Victor hesitates , pulling himself together . Softly :He turns back , forcing himself to examine the body , trying not to view it as someone he knows . He cradles the head , probing the back of the neck with his fingers .

Outside the back door of a rowdy tavern , we find a PROSTITUTE servicing a SAILOR in the alley : he 's got her pressed against the wall , skirt hiked up . It 's not long before he 's finished . Off he goes , staggering back into the bar . She arranges her skirt , tucking the money away . and pauses , noticing a TALL FIGURE in the shadows . Staring . She approaches with her best saucy smile :The Creature leans into the light , clamps a massive hand to her mouth . His other arm wraps around her waist , pulling her off the ground . She gazes up , eyes wide , screams muffled in his palm . Softly :And he wrenches his arm , snapping her spine .

The dead prostitute lies staring up , dried blood staining her mouth . TILT UP to Victor gazing down in horror .The Creature lashes out and drags Victor across the table .The Creature vanishes out the attic window into the night . Victor is left gasping for air , staring at the dead prostitute . The full horror sinking in .

Victor slams the attic door , securing it with a massive padlock . He hurries down the steps .

A small ceremony has been hurriedly organized at Father 's bedside . The old man holds Elizabeth 's hand . Softly :He releases her hand , giving the bride away . She takes her place at Victor 's side . Henry stands as best man . The PRIEST faces them :

We gather now in the sight of God to witness this man and woman bond their lives in matrimonial vow.

Elizabeth gets in the coach . Claude clambers up to the driver 's seat armed with a rifle , ready to pull out . EIGHT MEN on horseback provide armed escort . Victor addresses the men staying behind , all of whom are also armed :CRIES of assent . Victor pulls Henry aside :A quick embrace . Victor leaps into the coach . ANGLE FROM FATHER 'S BEDROOM WINDOW The coach clatters up the road , trailed by the eight horsemen . Those left behind scatter across the courtyard . Henry turns and walks back toward the house . ANGLE WIDENS to reveal the Creature at the window . In the bed behind him , The old man stirs , opening his eyesand sees the Creature turn toward him . Father 's eyes go wide as his final stroke is triggered . His life ends with a prolonged death - rattle . and a soft exhale . The Creature reaches down , closes his eyes . A tender gesture . A LOUD GASP . The Creature whirls . There stands the priest , dropping his tea to the floor . The Creature sweeps across the room , presses him against the wall .

A magnificent sunset bathes the mountains as storm clouds roll in . A ferry is crossing the lake , moving away from us , rippling the water . TILT DOWN to reveal .

A big chalet nestled in the woods by the lake . The storm is raging . Claude and his men are positioned at the entrances .

They're dry enough. And if they fail, we've others. And if those fail.

Victor enters to find the room aglow with dozens of candles . Elizabeth turns from the fireplace , her body silhouetted through the sheer white nightgown .She approaches , peels off his coat . Victor stares at her , awe - struck . She sees the look in his eyes , crosses her arms demurely . then laughs at her own modesty .He strokes her bare shoulders with his fingertips .She leans up and gives him a kiss that would melt glass , triggering the sexiest seduction imaginable . kissing , caressing , Victor stripping off his wet shirt , CAMERA DRIFTING around them in slow circles , candles spinning like a fever that 's been building for a lifetime . and now onto the bed . Magnificent and canopied . Kneeling together , bodies touching , hands seeking , mouths joining . Elizabeth lying back , beckoning for him to love her . Victor sinking down , running his hands up her thighs , peeling up the nightgown , making her shudder with desire . and a SHOT FIRES . Victor jerks up . He can hear SHOUTING . He rolls off the bed , snatching up both pistols lying primed and ready on the nightstand .

Victor sails past the GUARD at the entrance , brandishing his pistols . The men converge , shouting in the rain :Several men race off in pursuit . TILT UP from Victor and Claude . as a FLASH OF LIGHTNING reveals the Creature clinging in the branches above their heads with a malevolent smile . He scurries silently up , further and further into the tree . closer and closer to the balcony .

Elizabeth . Tense and waiting . A shadow looms across the balcony . spilling through the French doors . onto the floor . a bony hand reaches for the latch . The doors burst open on a crust of wind and rain , Elizabeth spins as candles blow out all over the room . The Creature enters , massive and unseen , gliding in shadow . Softly :

The men come running back from the lake . They stop before Victor and Claude .And GUARD # 4 's eyes drift up :Victor spins , gazing up . Breath catching in his throat . The French doors are swaying in the wind .

Elizabeth watches , transfixed , as the huge shadow moves inexorably toward her . Her eyes dart toward the door . She makes a break for it . He catches her halfway across the room , spinning her around by the arm . Her face is lit by the light of the fireplace . The Creature pauses , stunned at her beauty . A moment passes between them . She senses the softening in his heart . She peers at him , trying to understand . Realizing :He averts his gaze , shamed by her beauty .FOOTSTEPS come pounding up the stairs . A HEAVY CRASH of men throwing their shoulders at the door .and it changes back in an instant , The Creature snarls . She tries to wrench away . He spins her around so he wo n't have to look at her in the light , casting her face in shadow . He cooks his arm back and plunges his fist toward her chest with pile - driver force .

and her SCREAM is cut short . The men give one last mighty rush at the door .

and they burst in just in time to see Elizabeth cascade back onto the bed , her chest a massive red stain . The Creature whips toward them , fist glistening with blood .and he races across the room as the men OPEN FIRE , shredding the walls to splinters with an explosive fusillade of shots . But the Creature is too fast . He hits the leaded window head - on with the force of an anvil .

and goes sailing out into empty space in a hurricane of shattering glass . He drops 40 feet to the grass below and vanishes like the breeze , greatcoat whipping into darkness .

Victor rushes to the bad and lets loose the most PRIMAL SCREAM OF ALL . He sweeps his limp , murdered bride into his arms , cradling her to his breast , screams trailing off into wracking moans and sobs of despair :

The men make way as Victor carries his dead wife through the downpour . He puts her in the coach . Dazed .

The coach comes racing through the storm , the horses in a frenzy , faster and faster .

Victor whipping the coach veers to a wild stop . Victor jumps down , gathers up the body , and mounts the steps . Henry appears , rushing out into the rain . Victor goes right past him . MANSION - NIGHT . and carries Elizabeth through the silent halls . ATTIC - NIGHT The door swings in . Victor stands dripping . Holding Elizabeth . Gazing at the gleam of copper . And we launch into the final throbbing madness . Victor hacking and chopping . Discarding pieces . Sewing the creation , yanking the catgut tight . Ramming the needles deep . Hoisting the body in the air . Slamming the sarcophagus lid , tightening the bolts . Powering up the galvanic circuit , throwing the switch . Screaming at God as the LIGHTNING FLASHES and the body convulses . Wind and rain sweeping through the lab , battering a window open and shut , open and shut . Lowering the glass tube , ramming phallus into womb . Releasing the eels , huge black sperm squirming and writhing toward the spasming egg The body . Convulsing . Lashing . Screaming in the copper womb . Hair whipping in the fluid . Victor shuts down the machinery . He opens the tank and reaches into the fluid with his thick rubber gloves . He pulls out his creation , cradling the head and neck as one would cradle a newborn infant 's . And wipes the muck away with his glove to reveal Elizabeth 's face , Massive suture marks bisect her neck and collarbone where pieces were joined . A whisper :Her eyes flies open as consciousness hits , mouth gaping to draw air but finding fluid in the lungs . She erupts , thrashing in the vat . He clutches her tight , pounding her back to start her breathing , calming the convulsing Creaturess with soft murmured words of tenderness and love as her lungs heave violently to dispel the fluid . He lifts her gently out . Wipes off the muck as she shivers and shakes , spasms easing off . Cleansing her face . Clasping her hand in his . Comfort and strength . Helping her to her feet . Jerky and unsure . Lean on me . Replacing the sheer nightgown on her scarred and naked body , draping it . and finally , exhaustingly , tilting her chin up with his fingers to gaze into her eyes . A whisper :Blank . Dazed . Stunned . Not a flicker of recognition .Nothing . He leans forward . and kisses her dead lips . Gentle as a sigh . A flicker in her eyes ?Maybe his imagination . Still whispering :And slowly . ever so slowly . she raises her bony white hand before her eyes . staring at it . trying to puzzle it out . its meaning . perhaps the vaguest shred of recognition . and the hand continues to rise . creeping slowly toward his shoulder . and coming to rest there . He smiles , blinking back tears .And he takes her other hand in his . At first it 's imperceptible . just the slightest motion , perhaps nothing , perhaps just a shift of balance . and then it grows into the vaguest sway . and tears are glistening in Victor 's eyes as she begins to move . Lurching . Faltering . Unsure . You must lead , Victor . The lady will always look to you for guidance , so your steps must be sure and strong . Trace memories . A waltz . And here we are treated to the most sweepingly romantic and hair - raisingly demented image of the film : Frankenstein dances with his dead bride , showing her the way , begging her to remember , please remember , and now our WALTZ/LOVE THEME really comes back to haunt us as the MUSIC SWELLS , incredibly lush and deranged , dissonant and echoing through Victor 's head , music only he can hear .and the worst part ? The very worst thing of all ? There on the shelf . A large formaldehyde jar . Justine 's severed head . Watching them through the glass with dead , sightless eyes . Watching them dance . Still a wallflower ? No . She 's finally finishing her dance with Victor . most of her , anyway . Under the circumstances , it 'll have to do . and the waltz goes on , madder and madder , sweeping in glorious circles as a dazzling array of LIGHTNING bathes them in its wild , jittering spotlight , shadows careening across the walls , INSANE MUSIC swelling louder and louder , climbing higher and higher , reaching toward its crescendo with jagged glass claws . and it all screeches to a stop as the door bursts in . Music echoes abruptly away into silence . Nothing now but rain and distant thunder . In the doorway :The Creature raises his hand . Beckoning . She takes a faltering step . Drawn to him .Her face reflects horror and shame , like a brain - damaged child who 's wet the bed . She knows she 's supposed to remember . but ca n't remember what remembering means . They both motion to her . Murmuring . Begging . She 's caught between them , pulled like a diaphanous rope in a tug of war . Please . come with me . Please . remember . She finally tilts toward the Creature . Gazing into his eyes . Studying his face . Fingertips tracing his massively scarred flesh . A beat . A frown . A puzzlement . This is n't right . People do n't look like this . They 're not stitched together out of pieces of flesh like a patchwork . She looks at her own hands . Dead and white . Not even hers . One belongs to Justine . Another to a prostitute , suture scars marring the wrist . She looks down at herself . The dead , sagging breasts . The body that is n't hers either . Realization creeping into her eyes . Realization and horror . Turning to Victor . Why do I look like this ? What 's happened to me ? Oh God , what 's happened to me ?and she lets out a SHRIEK , a banshee wail from the deepest pits of hell . Screaming at them both . Screaming at herself . She goes berserk , trying to claw her flesh away , trying to find the real Elizabeth underneath the horror , trying to peel it away , clawing at her face . Trying to claw out her own eyes . Victor lunges to restrain her , screaming himself , veering toward final utter madness like strings snapping on a violin . The Creature grabs him , hurls him aside .Yes . She remembers . Not much , but enough . She breaks away from them as they grapple , still SHRIEKING as she sails across the room , tipping furniture , equipment flying . over straight to the kerosene lamp , snatching it up before they can stop her .She spins to face them , holding them breathlessly at bay with the threat of the lamp , twitching from one to the other . But it 's not just the lamp , it 's the look of sheer loathing in her eyes . Loathing for them for what they 've done to her . loathing for herself for what she 's become . It turns out the lady does know her own mind . She wants no part of it . or them . Decision made . She crushes the lamp in her bare hands , drenching herself in a cascade of kerosene . WHOOOOSH ! She goes up like a blazing matchstick and darts past them , still SHRIEKING , still trying to claw the dead flesh away , pulling off giant flaming pieces of herself as she careens out the door and down the steps , Victor and the Creature racing after her .

and she sails down the hallway , setting FIRE to everything she passes , SCREAMING for the final torment to end . She hurls herself over the railing , drapes catching ablaze as she plummets to the floor far below . A pillar of flame leaps up on impact . VICTOR AND THE CREATURE face each other as flames sweep the walls , combusting the upper hallway into a raging tunnel in Hell .He hurls himself at the Creature , who backhands him spinning down the hallway , sprawling to the floor . The Creature gazes down at his Maker one last time .And then vanishes through the smoke and flames .

The once - magnificent estate lies in smoldering ruin beneath a merciless gray sky . Charred beams and drifting smoke are all that remain to mark the passing of a noble family . Victor stands gazing at the house . A windswept , hollow man Bundled in a rough coat . Flintlock rifle dangling at his side . Henry moves into frame some distance behind . Softly :No reaction . For a long moment it seems Victor has n't heard . He rouses as if from a trance , turn and walks to his pack horse . The animal stands saddled and ready . He starts to mount up , but Henry intercepts him with a restraining hand . Victor snaps a look as if seeing a stranger . and then his features soften .Victor pauses , emotions swirling . Wishing he could grab the dangling thread of sanity Henry has offered . but knowing the thread is a bittersweet illusion . A bare whisper :Victor abruptly heaves himself into the saddle and spurs his horse . Henry runs after him , shouting :But Victor keeps riding without so much as a backward glance . The past is dead . Henry watches Victor until he 's gone from sight , as Willie did so long ago .

The solitary rider and his mount traverse the windswept glacier .

Victor slides down the entrance , rifle cradled . The cave is now deserted , all possessions gone , a scorched black spot where the campfire had been .

A panorama of snow . Pristine . save for the long trail of footprints stretching off before us . Victor 's face thrusts into frame , gazing at the craggy horizon , breath punching the air with billows of vapor . He slogs onward , following the tracks , leading his horse by the reins . Dwindling across the frozen landscape .

Victor lies in Walton 's bed , sallow as a corpse , barely able to speak , drained now of everything .Walton takes Victor 's hand , lays it gently back to his chest . Softly :Victor is silent . His breathing shallow . Walton just sits And waits . A SLOW DISSOLVE marks the passage of Walton 's long vigil . Victor 's eyes flutter open as if staring at something unseen . Perhaps , the faces of those he loved . The eyes glaze . A peaceful death . Walton rises . Puts on his heavy coat to ward off the chill . Exits the cabin .

Grigori is leaning on the gunwale , staring off across the ice . His coat is open . Walton joins him . Surprised at how warm it is . He holds up his hand , testing the breeze .Grigori moves off to gather help . Walton turns and heads back to his cabin .

Walton enters . and freezes at the sound of SOFT WEEPING . He ca n't see the bad from here . Could it be the dead man ? He glances down . Wet footprints lead across the floor . He eases forward . The tiny bed chamber comes slowly into view . A DARK FIGURE is hunched and weeping at bedside , holding the corpse 's hand . Walton is stunned .The figure swivels its head , revealing its face to the dim yellow light :Walton hisses a terrified intake of breath . He lunges to the desk , slaps his hand on the pistol lying there . A frozen beat . Wondering if he should snatch it up . Eyes dancing with fear and speculation . The Creature makes no move . Unconcerned .Walton glances to the porthole , ajar and creaking in the breeze , chilled at the thought . The Creature returns his gaze to Victor .The Creature gently strokes Victor 's cheek . He reaches up with two fingers , closes the staring eyes . A whisper :The question goes unanswered . The Creature rises , gliding in shadow to the door . Pauses .And then the Creature is gone , vanishing smoothly into the night .

The crew of the Nevsky are on the ice , chopping up the fallen mast , axes rising and falling in waves .

The body of Victor Frankenstein lies on an impressive bier of wood , stacked and lashed . His body is wrapped in rough canvas , his face as dead and white as the ice . Walton and crew stand facing the bier . Walton silently reads a passage from the Bible . Oily black smoke from a small campfire drifts past . Walton closes the book . Amens are muttered . Walton glances to Grigori and nods . Grigori moves forward with two other men . They begin dousing the pyre with lamp oil , soaking it . Walton moves to the campfire , picks up an unlit torch . He dips it into the fire , igniting the pitch , turns . The men back away , preparing for the coming blaze . and a dog starts howling on deck , others joining in . The men pause . Gazing across the ice . Dread seeping into their bones . There 's a figure out there . Huge and humanlike in frame . Loping slowly over the ice . Approaching .Grigori snatches up the rifle , shoulders it smoothly , cocks the flintlock . Walton glances over , pushes the muzzle skyward , denying his aim .Grigori hesitates , nods . If you say so . The men grow more unsettled as the Creature draws nearer . Frightened muttering . Men start backing toward the ship .The men stand fast . The Creature stops some thirty yards out . A silent tableau on the ice . The men facing the Creature . Walton holding the torch . The pyre waiting for the kiss of flame . Walton moves forward . and a THUNDEROUS CRACK is heard , The men whip their heads as a gigantic plate of ice goes spinning into the air some fifty yards away and comes crashing back down again . It 's like tectonic plates building pressure toward an earthquake : once it goes , it goes with terrifying speed and force : CRACK ! Another eruption . CRACK ! And another . CRACK ! Ice cascading skyward .Walton rushes forward . CRACK ! The ice erupts before him . The torch goes flying . Walton sprawls flat on his back .The men do n't have to be told twice . They 're already in full retreat , scrambling for their lives . Ice is detonating for miles around as if pounded by artillery . Grigori helps Walton to his feet . The torch lies burning not ten feet away . A heartbeat of hesitation . Walton wondering if he should go for it . Grigori pulling wildly on his sleeve .and then the matter is decided for them as a huge rift opens at their feet , running an explosive zig - zag course across the ice , separating them from the torch . They fall back to join the retreat , stumbling after the others , pursued by the ice dissolving at their heels . THE CREATURE watches his last wish for Victor Frankenstein snatched away by God 's whim and breaking ice . NO He starts forward . Behind him , a detonation of ice throws a massive fist into the air , creating a magnificent halo of cascading water and spinning fragments . THE NEVSKY The first wave of fleeing men reach the ship , crowding to the drop - net for salvation , scrambling up the side . WALTON AND GRIGORI stumble along , closing distance to the ship . Walton glances back , amazed to see : THE CREATURE racing across the ice , making for the torch , teeth set in a wide grimace of effort . Detonations threaten to swallow him from all sides . Suddenly , things go from bad to worse . THE NEVSKY breaks free with an enormous groan , heeling slowly over , triggering massive eruptions in all directions . The crew hang onto the drop - net for dear life . Several men plummet into the icy water . THE CREATURE is propelled by a detonation as if held stepped on a land mine , cartwheeling helplessly through the air to plunge headfirst into the water , huge plates of spinning ice crashing down after him . Gone . WALTON AND GRIGORI are knocked flat as a fissure appears between them . Grigori , dazed , is lifted into the air on a teetering table of ice , desperately trying to scramble back but sliding forward nonetheless , rising up and up , a gaping maw of frigid water yawning wider and wider before him . Walton grabs the back of Grigori 's coat and tries to drag him off . but the coat is snatched from his fingers as the ice see - saws forward in a complete flip and slams Grigori thunderously into the drink .THE NEVSKY finishes righting itself , swaying ponderously as she finds honest ocean beneath her hull . Some men are reaching the top of the net , hurling themselves over the gunwale to the deck . Those lower on the drop - net are helping their fellows from the water , hauling them to safety . FRANKENSTEIN 'S BIER is now corkscrewing in slow circles on its own ice floe . THE TORCH is drifting on a chunk of ice . Still burning . ANGLE AT WATER LEVEL Walton is on hands and knees , scrambling on shifting pieces of ice , thrusting his arms into the water , screaming :The first mate breaks surface in the foreground , gasping and strangling for breath , face already turning blue , arms thrashing wildly , dragged down by the now - impossible weight of his own clothing . Walton strains to reach him , nearly going into the water himself . Grigori keeps thrashing and gasping . Dying . He 's dying right in front of Walton 's eyes .Too late . Grigori goes down for the final time , vanishing for good beneath the frigid water . Gone . Walton throws his head back with a bellow of anguish . and Grigori breaks the surface again , rising slowly And impossibly from the water . arms and legs windmill against the air , propelled from below with nearly aulic strength . He gazes down in shock at the massive fist clutching his chest . and the arm that grows and grows , rising , lifting him up and up . and the hideous face that breaks the surface beneath him . The face of a nightmare . The Creature lunges hugely , hurling Grigori through the air right into Walton 's arms . Both men go sprawling . Walton scrambles to his knees , makes eye contact with the Creature . The monster is exhausted . Near his limit . Walton thrusts out his arm , fingers grasping to help .The Creature swivels his gaze . The burning torch is drifting away . He looks grimly back to Walton . Walton beckoning to him . Come . Grab my hand . The Creature swims away , knifing through the water after the torch . Walton turns , drags Grigori gasping to his feet , helps him limp toward the Nevsky across the lurching ice . CREATURE struggles through the water , crushed and battered by ice floes on all sides . Going under . WALTON AND GRIGORI slog grimly on across the disintegrated ice , knee - deep and nearly walking on water . They sink , finding nothing beneath their feet . Lines are thrown down and caught . Walton and Grigori are hauled from the frigid arctic water and hoisted up the side of the ship . The last ones aboard . BURNING TORCH is spinning slowly on its chunk of ice . Bony fingers break the surface of the water . A straining hand . The Creature 's eyes rise from the murk . Bleary with exhaustion and cold . He seizes the torch . Raises it high . Swims grimly on . ABOARD THE NEVSKY The crew bundle Walton and Grigori in blankets , both men shivering with exposure . Walton lurches to the gunwale , gazing off . The men crowd to his - side . THE CREATURE swims on , head barely breaking the water , torch held high to keep it burning . Relentlessly determined . This is the most grueling effort we 've ever seen . Gasping and sinking beneath the surface . and finally grasping with frozen fingers the ice floe upon which lies Frankenstein 's funeral pyre . He hauls himself from the water . Moving now in a slow - motion litany of exhaustion . Climbing the pyre . Scaling the wood . Seeking the top . Never giving up . The Creature joins his Maker atop the bier , straddling the wood , holding the torch aloft as if lighting his master 's way to the Netherworld , Frankenstein 's personal boatman across the River Styx . Frankenstein himself lies serenely at his creation 's knees , content to be shown the way . The Creature turns his face to the sky , gulping air , spreading his arms wide in sublime triumph . Feeling the wind on his skin , the sleet on his face , the grim joy in his heart . Cold . So very cold . He glances at the torch burning low in his outstretched hand , pitch almost gone , sputtering and trailing smoke . He looks down . At Frankenstein . The oil - soaked canvas . The saturated wood . There 's that smell . Yes . He scoops Victor up with his free arm and cradles him to his breast , as tender as a mother comforting a baby . WALTON AND THE CREW gaze in horror . Realization dawning :THE CREATURE turns his gaze one last time toward Heaven . Eyelids fluttering in near - religious ecstasy . Finding in these last moments the sympathy held so long sought . A whisper :And he rams the torch into the pyre beneath him . White - hot ignition . Ultimate redemption . WHUMP ! A massive BALL OF FLAME engulfs the bier , pushing a huge fiery fist into the sky . Blossoming . Roiling . WALTON AND THE CREW gaze on in wonder and horror as : THE CREATURE rides the burning pyre , a shrieking revenant wrapped in a caul of fire , screaming in the flames . Hair going up at a sizzling flashpoint . Cheeks billowing out , peeling back in the blast - furnace heat . Flesh cleansing from bone . Teeth charring and turning black . Still cradling Victor . Still screaming . waiting for the final torment to end . Perhaps it never will . FRANKENSTEIN 'S PYRE drifts off into the arctic twilight trailing a huge column of flame and smoke , inhuman screams echoing endlessly . Lost in the darkness and distance . WALTON stands at the gunwale , his crew at his side . The borealis dances mysteriously on the horizon . Distant slivers of lightning kiss the world . Softly :

HIGH AERIAL SHOT . An ocean of broken ice beneath us . The Alexander Nevsky heels gingerly about , corkscrewing through a slow turn toward the open sea as we FADE TO BLACK . THE END

City lights. Cloverleaf freeways. Palm trees. Cellular towers. A starless night sky. A liquor store lit up like Las Vegas-- or Reno at least. Over these images: a spare, pounding DRUM BEAT. We hear a WOMAN'S VOICE belting out the INTRO to Billy Squier's "The Stroke."If you're in the game Then the stroke's the word.

Don't take no rhythm, Don't take no style. Got a thirst for killin' Grab your vial!

Put your right hand out. Give a firm hand-shake. Talk to me about your one big break.

Stroke me, stroke me. Could be a winner girl, you move quite well.

Hello, Tarzana. That was Billy Squier's "The Stroke," a very truthful and brave song about the corrupt record business.

I'm Ricki Rendazzo, and I'd like to take a moment to introduce my band, the Flash. We've been the house band here at the Salt Well since...

But that's okay. We've still got rock and roll, don't we? No offense, Billy.

We joke around. Speaking of Billy, he's the man on keys. Billy Lambert, everybody.

So. We've learned a new tune since our last gig here at the Salt Well. You asked for more of today's hits and, well...we aim to please.

...what I said onstage. It was just some fun banter. The crowd loves that tension; it's why Fleetwood Mac worked.

Brrr. When I was a kid, I thought it was always warm in California.

It's funny how that works, isn't it? Okay, that comes to $447.74.

Maybe if we get the Democrats out of office, the economy will improve, but until then, a lot of us are living to hand-to-mouth.

I haven't figured out how to check those messages yet. You know me.

I'm not defending him. I'm trying to be fair and balanced like always. How is Julie?

For heaven's sake, the wine is just a hostess gift. I'm not going to drink it on the plane.

That's my given name. But Pete knows I prefer to go by Ricki, so I think he would probably...

It was fine. Travel has really changed since we took the kids to Disney World.

Gee, thanks, Pete. Wow, this is some house. This is like a mansion.

This whole thing-- it's not a big deal, honey. Lots of young women your age are having starter marriages. I just read something about it in Parade.

Dad told me Max is already living with someone new. Do you really think he waited until he left you to be intimate with her?

It's a silly, silly mix-up. I'm so sorry. I could hardly afford the plane ticket, and I just thought that since you and Maureen built this big new house that it wouldn't be a problem...

I sent you our Facebook website a long time ago, remember? Give me that phone, please.

You know, honey, I came out here to help. Because I know you're in shock right now. And you're not yourself.

Oh, that is so Midwestern. You can't raise children in a bubble.

Well, I can't believe I'm going to have all my kids in the same room. What a treat.

Suburban. Huge. There's so much granite. I'm nervous about the off- gassing.

Nothing. It's just something I read in the paper. So...my daughter, Julie-- she apparently tried to kill herself with sleeping pills.

It's okay. Go ahead! My feelings aren't hurt if you elope. Your father and I eloped. It was wonderful.

This is wonderful news. I would get a bottle of champagne for the table or something, but I recently filed for bankruptcy, so...

Oh. Okay. Now that I know you've decided to be completely gay, I won't ask about it anymore.

Don't twist my words. That is not fair, Adam. I am not homophobic. I have a wonderful little friend named Daniel who is a gay bartender.

Hearts never die. A heart isn't like a steak that spoils. A heart is more like...a Big Mac. It sits and sits and it gets older but it doesn't really change.

Last night, why did you announce that Josh and Emily got engaged?

It was a little embarrassing. And then your brother started in on me...

Don't be silly. It's just that when you have a child...that's a lasting bond.

Exactly. We can go to the old neighborhood, maybe do some of the things we used to do...

Lots of things are going to change in your life. Someday you're going to find a gray hair, and I don't mean on your head...

I'm just saying, you might as well look pretty. While you still can.

You'll manage. I play guitar and work a cash register without any problems.

No, we're going to get you out of that get-up and into something more flattering.

Why did you want to stop here if we weren't going to do anything?

She marches over to the stage before Peter or Julie can stop her.

First of all, you need get rid of this chromatic tuner. This will make you a lazy musician. You've got to develop your ear.

I'm a professional. I promise you I can hear better than that thing.

Well, obviously. Why else would you be in Open D? Just don't do "Satisfaction." I always lose the crowd on that one. I think it's overplayed.

Yes, and I have to live with the consequences of my actions. And so do you. But you're not a bad person Max. You're just a human being.

It's one thing to have feelings for someone. Great. It's quite another to allow him to abandon his new bride and to slap a sticker of him on your rear window. That's tacky! He's next to the dog.

Listen, Nicole. My daughter is going to feel stupid about this for the rest of her life. The least you can do is feel stupid for a night.

Hey, wake up. Your eyes weren't open wide. For the last couple of miles. You've been swerving from side to side. You're gonna make me spill my beer If you don't learn how to steer passenger side. Passenger side I don't like riding on the passenger side.

Should've been the driver. Could've been the one. I should've been your lover. But I hadn't seen. Can you take me to the store, and then the bank? I've got five dollars we can put in the tank. I've got a court date coming this June. I'll be driving soon Julie lays her head on Pete's shoulder. Passenger side. I don't like riding. On the passenger side. I don't like riding. On the passenger side.

You know the story. Those wolves took advantage of me. They told me I could be the next Melissa Etheridge, Emmylou Harris. But what they wanted was a sex doll they could control.

That song "Black Velvet" was a big hit. I guess they thought they could rip it off.

No one's interested in originality. Even at my gigs, we do mostly covers. Party songs. People just want to relive the past.

I know all the PLU codes. I ring up stuff all day. Go ahead, try me.

Remember when the pediatrician--what was his name? Dr. Fandango?

That guy, that doctor, remember he said Joshy was hyperactive? It turned out he was just drinking too much pop.

Hello, Greg. This is Ricki. Sorry I missed your call last night. I...I miss you and I think I'm coming home soon. I don't know. Julie needs me. We'll see. Okay. Talk to you later.

No. Pete did. I mean, it's Pete's marijuana, for his headaches. Yes. We did smoke some.

Well, I did get her out of those pajamas. I got her hair styled. I'd say she's doing much better since I arrived.

No. You made it worse. I tried to come out here and see them more, but you always made it difficult. Yes, you did! You alienated my children from me, Maureen. You poisioned the relationship...

I know it's only rock n' roll But I like it. I know it's only rock n' roll But I like it, like it, yes I do!

Funny thing about Mick Jagger. The man has seven children by four different women, can you believe that?

Yeah. Busy guy. Of course, he didn't raise all of them. He was a rock star. And more importantly, he wasn't a mother.

By the way, your kids will still respect and love you. Because you're "the man." But if you're a woman, God forbid. God forbid you miss one school concert, or you forget to be the tooth fairy one time out of 20 teeth. Congrats, you're a monster. Daddy can go to the South of France and have sex with a model, but Mommy...Mommy is why you're messed up.

What is your interest in me? I'm old. I'm broke. I can't cook a decent meal. I'm getting fat. Why would you even love a ruined person? A ruined person who has ruined other people?

I've had it forever. That's why the waves are starting to sound funny.

I always imagined myself coming to L.A. and living near the water.

I know. I thought my life here would be like the song "Gypsy." You know, Stevie Nicks?

I don't have any money. I discussed it with Greg and we simply don't have it. But it's fine. I don't think I'm necessarily wanted there.

Good evening, Tarzana! Happy Valentine's weekend to all you lovers out there. Any Janis fans out there? Janis Joplin?

Your '68 SG Standard that you've been besotted with since the day I met you?

It said "Dress to Impress." Ricki rolls her eyes at the affected wording.

I haven't seen a lot of these people in years. Pete got "custody" of all our friends and most of the family. They're gonna see me and there's gonna say "Wow, there's Linda. I guess things didn't work out for her in Hollywood."

Ha. I'll just tell them I'm collaborating with Greg Sandoval. That'll shut them up.

Not at all. I'd love to learn about harp theory. Well. I'll see you guys in there.

That's wonderful. Adam, I'm so glad you've met someone. Particularly someone so handsome! You may be too young for this, but have you ever heard of Bruce Lee?

Wow! Adam always dreamed of going to Harvard, but to no avail...

No. You're brilliant. If you'd had more support from me, you could have done it.

Well. I just think you two are a beautiful couple and I hope you have a nice time and enjoy your vegan dinner.

If you don't, I'm Linda Brummel, mother of the groom. I remember a lot of you, from years ago. It's nice to see your faces again.

Not just because I don't have any money, but because there were too many possibilities. There's so much out there that I haven't given them. Where to begin? How to decide what to give my son, who deserves so much and has gotten so little?

I was never a traditional mom. And I won't be a traditional mother-in-law-- I hope.

But I realized that the only thing I have to give Josh and Emily is the only thing I've ever had to give anyone. I'm not much of a housekeeper, a cook, or a nurse...

Josh and Emily, here's some sage advice from .38 Special. I love you both very much.

I see it all around me. Good lovin' gone bad. And usually it's too late when you Realize what you had...

Just hold on loosely, don't let go. If you cling too tightly, you're gonna lose control...

Black knee-high BOOTS planted firmly on a stage. Shapely LEGS in black stretch denim. A feminine HAND grips the microphone stand. Said hand is adorned with rings of silver, turquoise and onyx. A studded leather cuff encircles the wrist.A killer GUITAR kicks in. Reveal the woman born LINDA BRUMMEL, now known as RICKI. She's a 54 year-old rock star. A disciple of Stevie Nicks, Joan Jett and Roger Daltrey. A natural-born BAD ASS.Ricki can sing, strut, and work a crowd better than girls half...hell, a third of her age. Yes, the eyeliner has settled into a few creases, and the boots are cheap pleather from Payless. But she's the real deal. Ricki's trusted guitarist (and occasional boyfriend), GREG, shreds on his '68 Gibson SG. His talent, like Ricki's, transcends the material. Greg's put on a few pounds and his hair and beard could use a trim. But he's lovable at first sight. The rest of the band looks about the same as Greg-- graying rock dudes. A couple of them are grandfathers. But man, they can play. This is THE FLASH, the San Fernando Valley's #1 party band. (Or so they say.) Ricki is PACING like a leopard, singing her heart out. She LEAPS on top of the bass amp as Greg goes into a beast of a solo. Based on the level of showmanship happening on stage, you'd assume this was a packed house. A sold-out crowd. An important venue, at the very least... Nope. Reveal that the Salt Well is a near-empty DIVE. The kind of place frequented by alcoholics, the elderly, and hipsters who think shitty bars are amusing. There are probably 5 people on the "show floor" and a few more huddled at the bar. One flannel-wearing KID whoops encouragement at the stage, but it could be sarcastic. Ricki is not deterred. She JUMPS off the bass amp, then steps down off of the riser that passes for a stage at the Salt Well.Striding through the "crowd", RICKI hoists herself UP ONTO THE BAR and begins to strut the length of the bar, still singing. Somehow, she manages to avoid knocking over people's drinks; she's done this trick many times. Her stiletto boots stomp past a row of VIDEO TRIVIA machines mounted on the bar. A MAN who is playing doesn't even bother to look up.Ricki climbs down off the bar-- a HEAVYSET WOMAN kindly assists her with an outstretched hand.As her bandmates CHANT the coda ("Stroke! Stroke!"), Ricki makes her way back to the stage. She triumphantly thrusts her fist into the air and falls to her knees. Her shoulders heave. She gave it her all. A smattering of tepid applause. Actually, one person goes crazy; the bartender, DANIEL, a young Latino man. He shrieks from his post across the room.If there's an element of camp at play, Ricki doesn't acknowledge it. She her job very seriously.Ricki's facial expression indicates that this might be a sore subject.Greg nods earnestly.She rolls her eyes, clearly not a fan.BILLY, the Flash's black KEYBOARD PLAYER, shakes his head.Billy plays a MUSICAL STING on the keyboard."BUSTER," a skinny weirdo, fidgets and nods.Balding JOE smiles sheepishly, the pain of the recent breakup evident in his eyes.Greg grins at Ricki and leans into his microphone.Greg chuckles to save face, but he's clearly stung.Ricki smiles tightly: let's discuss this later.The other band members exchange uncomfortable glances.Buster drags on a glowing-blue electronic cigarette and exhales a cloud of vapor.She turns back toward the mic, back in "on" mode.Though she tries to sound enthusiastic about this, her tone is resigned. She nods to Greg to prompt him. Greg begins to strum a familiar pop riff. Ricki gamely launches into her best Katy Perry whisper.CUT TO:

You know, people say band mates shouldn't date, but I don't think it's hurting our sound.

Is that not the terminology anymore? Are we, uh, "hooking up" like my kid says?

I "spend time" with Buster. I think you and I are a little different.

"In lieu of a gift, please make a donation to one of the following children's charities."

Ha! Oh my God, who gets married and doesn't want a bunch of stuff?

Flower seeds. That is some bougie shit. How much do you think those invites cost per person?

You have to! It won't be sexy without you. Buy something at Dress Barn, take your man, and go see your baby get married.

Probably a telemarketer or something. You know, I got an Old Navy credit card like ten years ago and it haunts me to this day. Messed up my credit, got my name on some list all because I needed some swim trunks...

Aw, me too. I used to watch Gidget on TV and it looked so great. And like, Hawaii 5-0...

I don't know what to say, Rick. I mean, you know my Derek freaked out on mushrooms that one time, but that was an accident.

Blame that punk who cheated on her. You hopped on the first plane to Chicago to be by her side. You're a great mom.

Yes I do. A great mom, a great rock vocalist, and a so-so guitarist.

Ricki, that's enough. You're scaring some of the guys in here. Heh. I think I just felt my balls go up into my body.

Yeah, Fleetwood Mac, whatever. That wasn't about creating "dramatic tension" or whatever. You've been pissed off ever since you got back.

Oh, but it's okay for you to bully me all the time. Right? Sorry I'm not some rich suit like your old man.

I didn't ask if you loved me like Wendy loves the fucking Lost Boys! I asked if you LOVE me.

Is that it? You think you screwed up once so you don't get another chance? Rick, I cheated on my first wife with a stripper from Seventh Veil who was addicted to codeine cough syrup. And by the way, I may be "just a dad" but my kids didn't fucking forgive me. They're still mad. I got a calendar for Christmas. All right? We're in our fifties, so who cares if we've made some mistakes? We've had long enough to get better.

Well yeah, of course you did. You're like the chick Robert Plant.

This is kind of embarrassing but I have to get up and pee a lot at night. I have an enlarged prostate.

Look at this. It cooks the hot dog and toasts the bun at the same time.

You look beautiful. That is like, the most amazing blue. Reminds me of Roger Daltrey's eyes in Tommy.

Um, are any of those "nosy rosies" in Tarzana's number one party band?

Collaborating? You're doing him. You're the luckiest woman alive.

Greg sounds exactly like Gilmour and he doesn't have Gilmour's gear.

Ricki sits down at the bar, spent and sweating. Daniel is ready with a glass of wine and plenty of praise.Greg takes the stool next to her, scoffing gently.Greg immediately begins to backpedal.Greg pauses.Daniel hoists Ricki's huge, fringed BLACK PURSE over the bar.Corny. Ricki rolls her eyes and retrieves her cheap cell phone from her purse.Ugh, probably my manager. He's 19. She looks at the display. It's a 630 area code.Ricki's reply is barely audible.Greg drones on, but Ricki is lost in thought. She sips her Jack and ginger.

The Salt Well shares a parking lot with a strip mall. Ricki and Greg linger outside, cuddling. After a couple of drinks, Ricki is much more affectionate. Greg slides his jacket over her shoulders.He gazes into her eyes with clear intent.

MUSIC UP: Fleetwood Mac's "Never Going Back Again." A small, crappy apartment in the deep Valley. Ricki cooks herself some Rice-a-Roni on an electric range. She adds the packet of radioactive-yellow "chicken" powder to the skillet. Her rock-and-roll getup is gone, replaced with a conservative beige bathrobe and slippers. Ricki transfers her dinner to a bowl and carries it ten feet to the "dining room." She sits down at a cheap dining room set, puts on her reading glasses, and begins to page through the Los Angeles Times.

Ricki is removing her glittery black eye makeup with a cotton pad and cold cream. As she finishes, reveal a PILE of soiled pads-- it takes a lot to remove the rock star.

Ricki's bedroom is small, with dirty beige wall-to-wall carpet and a glass vase full of found SEA SHELLS. She climbs into bed and turns on an "Ocean Waves" white noise machine-- Ricki has done her best to turn the Valley apartment into the L.A. beach house she imagined as a child. She turns off the light.

Ricki wears a cashier's smock and rings up GROCERIES. She quickly scans item after item of overpriced organic stuff. Her latest CUSTOMER is a dude in bike shorts. Total California douchebag, buying an insane amount of expensive supplements, snacks, etc. Ricki holds up a mysterious FRUIT and examines it.Ricki deftly punches in the SKU code with her long, gold acrylic nails.The man cringes-- jokingly-- as he pulls out his wallet.Ricki wearily mouths the punch line along with him.The man suddenly looks guilty.The customer pulls out his debit card, wanting to end the interaction as soon as possible.Ricki's manager, TROY, 19, has been observing this interaction. He walks over.Ricki hands the man his cash and he hurries out.Ricki is apologetic.Ricki nods with "enthusiasm."

I try to listen to my body, and today my body was like, "Fruit!"

Have a great day, sir. Let me know how you like those protein cookies.

Ricki is sitting at a table, eating a sack lunch from home (tuna sandwich, Yoplait, can of soda). Her PHONE rings again. Ricki sighs, staring at the display. She finally picks up on the third ring.CROSS-CUT PHONE CALL

A suburban COUNTRY KITCHEN, sprawling, with granite counters and pristine cabinets. PETE BRUMMEL, 55, paces with a phone. He looks like what he is: an accountant on his day off. A little nerdy, a little tightly-wound, and definitely not thrilled to be speaking with Ricki.Ricki sighs, hating the sound of her given name.A.L.S.This is a clearly a loaded topic. Ricki pauses.A long silence on the other end.

What? Are you actually defending this ass who just abandoned our daughter? Wow. That is-- well, that is pretty consistent with...

That's why I'm calling you. Julie's not well. She's absolutely unhinged. She showed up here a few nights ago, and she's acting...I mean, she's not showering or changing her clothes... she's... I'm worried, Linda.

Thanks, yeah. We got this, uh, double- height entry, and Maureen had to have those Palladian windows.

So, Julie is pretty tired. She's glad you're here though and she's looking forward to having a conversation in the morning...

Oh, no. Mo is very chill. I'm the one who gets worked up about things.

I wouldn't have bothered calling you over something that simple.

I shut you out. That's rich. You voluntarily put two thousand miles between yourself and your children...

So. Speaking of Adam and Josh, I let both of them know that you were in town--

They both said they're up for dinner tonight. Josh is bringing his girlfriend, Emily. They've gotten pretty serious.

Oof, not great. The disease is progressing rapidly and--Ricki interrupts curiously.

Who wants calamari? How about some calamari for the table? Julie, you love that bruschetta...

Two calimaris, the bruschetta, and some more bread for the table, please.

It's a very rare occasion that we all get together like this. Your mother is here. I know we've always had some issues and some personality conflicts. But we are still blood. Don't forget that. Let's try to put some of this crap behind us and just appreciate the proximity, OK? Right now, the Brummels are proximal. That's-- that's special in itself.

Do you-- do you want to go grab a bite somewhere? Maybe Julie would want to come.

It's awful. You know, we didn't even curse around her when she was little...

She won't be able to move on with her life until she lets go of her resentment and tries to forgive them.

Yes. Because she'll move on. And she knows who Max really is. And she'll always care about that person.

Yes. There's a big Rubbermaid out in the garage with a lot of old stuff from back then.

She was only 10, you know? She was only 10 when you left. The boys were a little older, and they understood...

I understand now, so now, I can understand in the past. I'm sending a message to me then, and saying: Understand.

But it's so boring and conventional. You usually like places with "character."

Yes. You know, they think like every kid has that now. Autism. I don't know.

I know who you're talking about. Dr. Firouz Fandango. Whatever. That guy in Wheaton. Yes.

There you are. Just in time for Maureen's famous brioche French toast.

These shuttles really aren't that bad. It's the same thing as sharing a cab.

It was nice to see you. Ultimately, I think it was good that you came.

Ricki passes through the automatic doors, fully made-up and dressed to kill in tight black jeans, boots, a fringed leather jacket, and all of her rock star accessories. Her GUITAR is slung over her shoulder. She looks around, confused. She tries to walk to the ticketing counter, but a uniformed ATTENDANT stops her.She directs Ricki to the electronic TICKETING MACHINE.Ricki is fumbling in her big purse, lost. A LIPSTICK rolls onto the floor.

Ricki takes off her high-heeled boots, looking short and vulnerable. She takes off her many RINGS and BRACELETS and drops them in a plastic bin. Studs, turquoise, chains...it's a comical amount of jewelry. She steps through the detector. BEEP! A giant, ostentations BELT BUCKLE comes off. A silver TOE RING. Ricki tries again. On the other end of the conveyer belt, an exasperated TSA EMPLOYEE opens Ricki's bag.The employee holds up a GIGANTIC CAN OF HAIR SPRAY.The employee is taking out all of Ricki's "necessary" stuff-- mousse, gel, Oil of Olay, Poison perfume, a big bottle of CHEAP RED WINE. A YOUNG BUSINESS TRAVELER behind Ricki sighs.

Ricki is stuffed into an economy class seat. She wears her READING GLASSES and reads a library copy of Tuesdays with Morrie.

It's FREEZING in Chicago. Receipt in hand, Ricki shivers and trots across a lot full of RENTAL CARS, dragging her suitcase and guitar. She clearly didn't pack any type of proper outerwear for this trip. Ricki finds her car, a white PT Cruiser, and unlocks it, rubbing her hands together.

Ricki is listening to the classic rock station, of course. She slows the car as her headlights illuminate the gated entrance to RUFFLED FEATHERS GOLF COMMUNITY. She pulls into the gate and is stopped by the GUARD.Ricki fishes out her license and hands it over.The guard checks the log, interrupting.

Pete stands at the front door of his handsome brick home. He stares out into the night, impatient and nervous. There's a DRESSED-UP GOOSE STATUE on the front porch. Ricki pulls up and parks crookedly in the driveway. Pete takes a deep breath and walks out to stiffly greet his ex-wife. Ricki struggles with her suitcase and guitar.They walk into the house together. Pete carries Ricki's suitcase, but the mood is awkward and businesslike.People got a little dressed up, even. Now I see these young girls in exercise pants.Ricki's not sure if this is a compliment. Matter of fact, it definitely isn't. Still, she remains cordial.Silence. Ricki and Pete are out of small talk.

Hey, I'm sorry if I was a bit of an asshole yesterday afternoon. Things have been a little stressful at the company.

I'm so stoned. I'm sorry. I just...I don't know how to talk about things. You know that.

Ricki enters the huge kitchen. She looks very out of place amongst all the stainless-steel luxury. The decor is very crafty and "country". Lots of farm and chicken motifs. A handpainted sign that says "THIS IS NOT BURGER KING-- WE DO THINGS MY WAY." Another that says "HUG A NURSE." A hum as the space-age dishwasher begins to cycle. Ricki walks over. There's a cute little SIGN hanging from the dishwasher that says DIRTY. Ricki turns it over. It says CLEAN. There are some "classic"-looking paneled doors against the wall. Ricki pulls at them curiously, then reacts with surprise-- it's a REFRIGERATOR.She opens the freezer side. Alongside the ice cream and frozen veggies, we see a few BAGGIES full of glistening, green MARIJUANA. Ricki raises her eyebrows, surprised.As if on cue, Pete enters the kitchen. Ricki closes the freezer quickly.A thunder of FOOTSTEPS. Angry, bloodshot EYES appear over Pete's shoulder in the doorway.Julie's fucking pissed. JULIE emerges in a rage. She's in her late 20s, beautiful, but unstable and disheveled. She wears an old Slayer T-shirt and red flannel pajama pants and looks like she hasn't showered in a week.Pete laughs nervously; he fears conflict.Julie opens the fridge and takes out a bottle of KOMBUCHA.Julie slams the fridge shut.Pete is rattled but tries to play it off with a laugh.Julie reacts to this as though she's been slapped.Julie grabs her kombucha and storms out of the kitchen, seething with rage.Ricki looks at him quizzically.

Oh my God. Look who it is. Joanfucking- Jett has graced us with her presence.

You work at a grocery store? Ha, that's poetic, Mom. Because you've never prepared a proper meal for anyone, ever. So how did you wind up in the "packaged foods" industry? Record deal didn't work out? What happened to Tom Petty's cousin or whatever?

Do you think we're like, twins now, because I'm getting a divorce? Well, I'm nothing like you, thank Christ.

It wasn't a "starter marriage." I take things seriously, unlike you. I intended to stay with Max forever and have kids and actually raise them to adulthood.

Oh my God! He left me because he didn't want to cheat on me! He cared about me too much to do that!

I was a huge bitch last night. I'm not sorry. But I acknowledge that I acted like a cunt bag.

My therapist started me on Effexor and I think we need to titrate down just a little. I've been volatile, anorgasmic...

Guess you have to leave a lot of things behind to become a rock star.

Oh, really? Yeah, Max came home from work and told me he was in love with this girl who works in "Traffic." Which in advertising, just means that she like, e-mails documents to various people all day. It is a non- job.

Yes. Nicole from Traffic. So Nicole is 34. She has two kids. 10 and 12. She has fake boobs. Small fake boobs, which is like-- what is the point? And they're like, walleyed. One of them is looking over here and the other one is looking at homeboy over there.

That night, I took a bunch of sleeping pills. I had them anyway because I have insomnia.

Everything went black. And then I woke up in the hospital with a pumped stomach, a Filipino nurse named Girly, and my husband of four years telling me that we were done.

If it makes you feel any better, a lot of shitty things have happened to me since you left. This is just an incident that you know of.

Yeah. Like one time, when I was a freshman at Marquette? I got drunk at a party and when I woke up there was semen all over my clothes.

You would think that. Yeah, okay, Mom. I take responsibility for some guy jerking it over my unconscious body.

Oh, you guys are fighting! It's like the Eighties all over again. I remember me and Adam and Josh used to sit and watch An American Tail on VHS like over and over while you guys went at each other.

Right, just recapping. How Mom's little "Hollywood experiment" shattered our perfect family...

Josh got Emily this huge conflict free diamond in an antique setting. He proposed at the lake. We were all there. It was beyond gay.

No, it was the Fourth of July. So that was like...wow, eight, nine months ago?

Right. While Emily's ring was coincidentally being cleaned. Josh, just be honest and say that you don't want Mom at the wedding.

I'm still having Ambien shits from my suicide attempt, and you're talking about my wedding.

This shit-show is making my life right now. Seriously. It's amazing.

I don't want to have another wedding. My heart is dead and rotten.

Because I thought you had a right to know. And because I'm kind of a shit- disturber.

...But then Dad was all, "It's so magical having Mommy here; everyone needs to calm down and feel the love." What's it like being white-knighted by your ex-husband?

I mean, you do come up from time to time. People say "How's Linda doing?" and instead of being like "Who gives a fuck, fuck her," Dad's always like, "Oh, she loves California, she's a free spirit, she's still doing her music," whatever. He never says anything bad about you. I think he still has a crush.

How do you think he paid for this ten-of-a-kind architectural statement?

I have therapy at noon. I'd better go wash my dick or I'll get another lecture on "personal care." It's evident that Julie does not enjoy her therapy sessions.

And then I don't have to talk to Dr. Paul and his giant veneers.

Oh no. I allowed you to treat me like your Barbie makeup head all day. I'm done.

Ugh, yeah. Friday happy hour at Pat Flanagan's. What a cesspool...

I know that's Nicole's car because she has those stupid "stick figures" on the back window. Both of her kids and even their fucking dog.

He's a sticker now? He's got sticker status? They've been dating for like 45 minutes. What kind of insane person allows himself to be stuck, in effigy, to the rear window of a Honda Fit just because he's getting some new pussy?

Well, I was just doing a standard "scorned ex" drive-by, I didn't want to go full revenge-porn on them.

Big surprise. You've been here for a hot minute. How about waiting until the ink dries in the guest book?

Pete opens the door to an OFFICE with a twin bed in it.Pete chuckles nervously.Pete bites his tongue.Pete looks at Ricki-- resentment and longing in his eyes.Ricki sits down on the bed and pulls off her boots.

The room is flooded with light. Ricki has the covers pulled over her head as she snores.Ricki stirs.Ricki wakes up, disoriented, and sees Julie standing in her doorway. Julie still wears the Slayer T-shirt and plaid pajama pants. She puts on a silly, babyish voice.Linda sits up and swings her legs out of bed.Julie picks up Ricki's phone brazenly and looks at it.Julie smirks at the cheesy band name.Julie is reading the texts.Ricki looks at her belligerent, disheveled daughter.

Julie and Ricki sit in a booth by the window. Julie still wears her shut-in outfit and looks slightly insane. Ricki, of course, is in full hair and makeup.Ricki stares at her daughter, yearning to connect.Julie bites into a frosted donut with sprinkles, the kind of thing a 5 year-old would order.Ricki blinks, stunned.She gestures to a DUNKIN DONUTS CASHIER across the room.Ricki is pleased to find a similarity between her and Julie.Ricki looks at Julie. She BURSTS INTO TEARS.Ricki lowers her head onto the table, sobbing.Ricki grabs Julie's hands.A SINGLE DAD having donuts with his TWO SMALL CHILDREN in a nearby booth looks disturbed.Both of them are practically shouting now.Single Dad looks increasingly alarmed.Ricki turns to him condescendingly.The dad escorts his kids toward the door angrily.The man GIVES THEM THE FINGER and exits with his crying kids.Julie and Ricki look at each other, strangely proud of the scene they've made.

I can't do something special with my kids when it's my weekend with them?

Pete sits in a big MEDIA ROOM watching golf on TV. Ricki and Julie enter. Pete's on the couch with his back to them. Julie approaches the couch, holding a large DONUT in her mouth like a dog.Pete turns around to see his ex-wife and daughter.Julie shuffles off to the kitchen. Ricki takes this opportunity to quietly confront Pete.Pete interrupts defensively.Ricki stares at him.Pete reddens, flustered.Julie re-enters, loudly interrupting. She flops down on the couch next to Pete.Ricki sighs and sits down on a chair next to the couch.Pete resumes his usual cordial tone.Pete gives Julie an exasperated look.Julie lets out a loud, derisive SNORT.

Phone in hand, Ricki pushes open a sliding glass door to the BACK YARD. For such a grand house, it's certainly on a small piece of land. The yard is a sad little patch of sod with a single cafe table and chairs. A fence barely obscures the other huge houses crowding Pete's. Ricki sits down and dials her phone.

Greg is sitting at the bar at the Salt Well, drinking a bottle of Budweiser. Daniel the bartender looks on. Greg retrieves his phone from his jeans pocket.Greg hops off his stool, heading outside.Greg answers the phone.CROSS CUT PHONE CALLGreg switches his phone to the other ear.Ricki laughs and sighs.They're the same kids whose diapers you changed way back when. Ricki seems reassured by this.

A HOSTESS leads Ricki, Julie and Pete to a large table in the corner of the restaurant. Ricki is dressed to kill in black pleather pants and a chain belt. Julie has a TRENCH COAT over her Slayer/pajamas ensemble.Ricki and Pete's sons ADAM and JOSH BRUMMEL are already seated, along with Josh's girlfriend, EMILY. Adam is 30, intense and attractive like his sister. Josh is 32, a friendly, approachable ex-jock. Emily has a polished, sweater-and-pearls "old money" look. In other words, she's the opposite of Julie and Ricki.Josh, like his father, is a positive guy who prefers to avoid conflict.She and Josh hug warmly. Emily smiles politely.Adam, already a bit loud and drunk, rolls his eyes.He's kidding-- sort of. There's anger there.She holds her arms out for a hug. Adam remains seated and pats one of her outstretched arms.The WAITER appears.Julie sits down next to her father and Adam and across from Josh and Emily.Ricki hides her jealousy behind a smile.A long, AWKWARD SILENCE. Josh glares at Julie.Emily looks down, embarrassed.Josh fumes silently at Julie.This question seems to be directed to everyone at the table, especially Pete.Julie snickers.The waiter reappears with a tray of drinks.Adam claps his hands together in shock.The waiter vanishes.Pete is unexpectedly pleased by this reminiscence.This makes everyone even more uncomfortable.This is a very sensitive subject.Julie mutters something to the waiter too, though we don't hear it. Adam takes a big swig of his martini.Ricki shoots a surprisingly cold look at Emily.Adam addresses the table.Ricki's response is calm.Julie is very entertained at the moment.Pete raises his voice-- a rare occurence. GUYS. Everyone stops.He briefly places his hand on Ricki's shoulder in a surprising show of solidarity. Everyone looks briefly chastened. The waiter appears with a FANCY CHOCOLATE ICE-CREAM DRINK.Julie pats the table next to Adam's place-setting.

Hey, that's "Ricki Rendazzo." You're in the presence of greatness, Emily. Don't forget.

Emily and I have been together for over a year now. She's met the whole family.

Well, we wanted to keep things quiet for a while. So we could enjoy our news privately.

Look, I know you've been through a lot lately, but you are acting craycray right now.

Well, Mom, as you know, I'm gay. So I can't legally get married, thanks to Republicans such as yourself who continue to deny my humanity.

That was my cover story when I was in college. Ten years ago. I'm sorry you didn't stay updated on my sexual identity. But then, you didn't stay updated on much.

She costumes herself as this "edgy" rocker who's cooler than all the PTA moms. When in fact, she voted for George W. Bush twice.

And I'm the misguided one, right? Meanwhile, she's running around California calling herself "Ricki."

Is this "psycho bitch" act just like, an extended plea for attention?

Mom. I'm so glad you're here. I didn't know if you would make it out.

Well, we got your RSVP so late that we couldn't really move things around with the hall so...

I hope you don't mind eating with some of Emily's cousins and like, our harpist...

Pete drives his high-end SUV. Julie is in the front seat. Ricki is in the back.He suddenly stops himself.Julie is gnawing her nails, stressed out by the discussion at hand. In fact, the entire night has been stressful.Ricki seems relieved by the idea of music.Pete turns it on-- it's NEWS RADIO. He turns up the volume. Ricki settles back into the back seat and stares out the window, miserable.

Again, the office is flooded with mid-morning light, and again, Ricki has the quilt pulled over her entire face. Ricki's CELL PHONE ALARM is going off. She wakes up and turns it off.

Ricki, wearing her threadbare pajamas, shuffles cautiously down the hallway. She peeks into a BEDROOM we can assume is temporarily Julie's. Julie's CLOTHES and worldly possessions are scattered tornado- style all over the floor, but-- no Julie.No answer. Ricki keeps walking. Now she's officially snooping. She opens a door at the end of the hall, revealing PETE AND MAUREEN'S BEDROOM.

Ricki walks in and looks around. It's a huge MASTER SUITE, immaculately maintained, with shining wood floors. It couldn't be more different than Ricki's cramped bedroom with the dirty apartment carpet. Ricki crosses the room and opens another door. A huge BATHROOM with a gigantic, free-standing SOAKING TUB.She walks out of the bathroom and opens another door. Reveal A VERY LARGE WALK-IN CLOSET, complete with vanity. 3/4 of the closet is full of Maureen's clothes. On the other side of the closet. Pete's BUSINESS SUITS are hanging. His shirts are organized by color. Near the back of the closet, Ricki sees a WHITE SPA-STYLE BATHROBE hanging on a hook. It looks like it doesn't get a lot of use. She reaches for it.

Ricki enters the large, empty media room with a cup of COFFEE and sits down on one of the leather sectional sofas. She reaches for the REMOTE and turns on the 60-inch TV. Scrolling through the menu, she clicks on "Movies." Ricki selects Life of Pi. A message flashes on the TV asking Ricki to confirm the $6.99 purchase. Ricki glances around the room. She selects "OK." She puts her feet up and begins to watch the movie.

Julie sits at the counter wearing the same Slayer T-shirt and PJ pants. She still hasn't washed her hair and looks like a greasy mess. The clock on the stove reads 1:00 PM. Ricki enters. Julie barely glances up from her bowl of cereal.It's implied that Julie, lounging in her dad's 500 square foot kitchen, is not one of those people.Julie chucks her spoon and stoneware bowl into the sink. We hear a BREAKING sound.This pleases Ricki, though she doesn't let on.She attempts to tousle Julie's hair. Julie dodges it.She smirks and gestures to the kitchen.Julie glances at the clock on the microwave.Julie considers the proposition.

Ricki drives. Julie rides shotgun in her disheveled "uniform." The radio is tuned to Ricki's favorite station.Ricki pulls off into a SHELL STATION.

Julie leans her head back into a SINK at one of those cheap walk-in HAIR SALONS. The STYLIST gingerly touches Julie's limp, greasy hair as she fills the basin.Ricki stands nearby, drinking a GAS STATION FRAPPUCCINO. She made good use of Max's credit card.

You've got to condition this gorgeous hair. There are people with cancer that pray for this hair.

Scissors SLICE through the bottom half-inch of Julie's hair. Julie sits wearing a SMOCK in the busy salon.Julie doesn't answer.Julie rolls her eyes, even though her mother is right.

A NAIL TECH is gluing super long PLASTIC TIPS onto Julie's short, bitten nails.Ricki is at the next STATION getting her LONG ACRYLIC NAILS filled. The TECH wields a Dremel hand drill.A CLERK brings over the tab and Max's credit card on a tray.(NOTE FOR MALES WHO ARE READING THIS SCRIPT: YOU ALWAYS PAY FOR YOUR NAILS BEFORE THEY'RE DONE SO YOU DON'T MESS UP YOUR NAILS. XO DC)Julie watches mother, a reluctant half-smile creeping onto her face.

Ricki and Julie stand on the sidewalk outside of the salon. They hold out their hands to examine them in the daylight. Ricki has the same long, squared-off acrylics she's been rocking for 25 years. Julie is rocking Rihanna-esque pointy nails with rhinestones and glitter. Pretty rad.Staring at her hand, she subtly does the "hand job" gesture.She leads Julie in the direction of a Gap.She heads off toward the car.Julie stops.The look on Ricki's face is so pitiful that Julie relents.

Pete is in the kitchen, home from work. His BRIEFCASE sits on the kitchen island. Julie and Ricki enter. Ricki has a look of satisfaction on her face.He's startled by Julie's TRANSFORMATION. She may have just switched to skinny jeans and a fresh gray T-shirt, but combined with the clean hair and polished nails, it's quite a change. She's lovely.Even though Julie would never admit it, she does feel a little better now that she's cleaned up. It shows.She turns around and heads off before any more compliments can be paid. Pete looks at Ricki.Ricki plays it off like it was no big deal.Pete's expression is deeply grateful. Admiring, even.Ricki is pleased.The two of them have to chuckle at the memory.Their eyes meet as they laugh. It's a temporary truce.

Pete drives his SUV down the highway. Ricki is in the front seat. Julie rides in the back seat, looking very much like a child. Their child. They drive pass a LARGE SUBURBAN PUB, the kind of place that has live music and darts and lots of guys in baseball caps. The parking lot is overflowing with cars. It's hard to miss.Julie looks unimpressed.HOLY SHIT! Julie screams so loud that Pete practically loses control of the car.There's an orange HONDA FIT parked near the edge of Pat Flanagan's parking lot.Pete obliges quickly.They pull into the parking lot. Julie gets out of the car and gets a closer look at Nicole's Honda. As she walks closer, her jaw drops.Ricki sees what Julie is freaking out over. Sure enough, there is a family of "stick figure" decals on the back window of Nicole's car. But there's a NEW FIGURE added to the end of the line-up.Yup. A new DAD STICKER labeled "Max" stands next to figures labeled "Nicole" "Kenzie" "Kash" and the DOG, "Scooter." Julie loses her shit.Suddenly, Julie turns around and looks at her parents. A huge, lone TEAR rolls down her cheek. Her bravado is gone, replaced by pure PAIN. Something about this pitiful sight galvanizes Pete and Ricki. Their expressions change. Their baby is crying.

It's a big place, and crowded. Darts, pool tables, people eating, drinking, SUBURBANITES dressed up for a night "on the town." A young crowd. There's a small BAND on stage tuning up. The front door swings open and Ricki enters. Julie and Pete are close behind her. Julie suddenly seems nervous.It's clear to both of them that they're not talking about Julie.Pete and Ricki are locked in to each other. There's a DISCORDANT, TWANGING SOUND from the stage. A YOUNG GUITARIST, maybe 20 years old, is tuning up with an AUTOMATIC GUITAR TUNER. Ricki rolls her eyes.She indicates the automatic tuner. Glancing at the rest of the BAND and humoring this older woman, he slips the GUITAR off her shoulders and hands it to her. Ricki quickly tunes the guitar. She expertly launches into the opening riff of "Brown Sugar" by the Rolling Stones. It's amplified, and BAR PATRONS stare, impressed. Ricki feels the eyes on her and cheats her body towars the crowd. The woman loves an audience. As Ricki strums, she scans the crowd and spots MAX and NICOLE, both in their early 30s. Max looks like a deer in headlights; he was not expecting to see his California-based mother-in- law here. Ricki takes off the guitar-- reluctantly-- and hands it back to the now-impressed kid. From across the room, we can see that Pete looks a little impressed himself.Julie and Pete are watching Ricki with amusement. And pride.She gives him a quick SWAT on the butt, in full Ricki mode.As Ricki walks away, we hear the BAND laughing, shocked.Ricki walks over to the booth where Max and Nicole sit. They're surrounded by a few of Nicole's FRIENDS. The conversation at the table screeches to a halt.Max has had a lot to drink.Julie has emerged from the entryway and is watching this interaction from afar. She gnaws her nails. Pete places a protective arm around his daughter.Suddenly, Ricki's whole demeanor changes. She turns to Nicole, ablaze.Nicole gets up in Ricki's face.She takes a PITCHER OF BEER off the table and pours it all over Nicole's breasts. People scream and POINT. Nicole is soaked to the bone, her infamous wonky boobs clearly visible.Ricki tilts her head and examines Nicole's breasts with a charitable eye.She turns around and walks out. The BAND begins playing "Start Me Up" as Ricki saunters to the exit.

We're doing "Start Me Up." You know because it's like, the start of the set?

Look, lady. You don't know me. We've talked like, once. Julie doesn't even like you. You're the reason she's messed up.

Pete drives in silence, looking semi-mortified. Ricki is in the front seat, casually touching up her black eyeliner. Julie is in the back. She gazes out the window. A huge GRIN creeps onto her face. Ricki glances at her daughter in the rear view mirror and SMILES. Julie reaches up and slaps something on the window. It's the stick-figure decal of MAX-- a bit battered from having been forcibly scraped off the car, but still intact.

Pete, Julie and Ricki enter the house.Julie smirks knowingly.You know I still get those migraines from time to time. He said it would help.Julie and Ricki giggle.

Pete and Julie are sitting on the couch, very stoned. Ricki plays her ACOUSTIC GUITAR. She sits on the floor, strumming and singing "Passenger Side" by Wilco. This is the "real" Ricki-- none of the forced stage theatrics, just raw, stripped-down talent.Pete and Julie have heard Ricki sing and play before, but it's been a long time. They're AWESTRUCK by her voice.Ricki finishes and looks up, a little embarrassed.Ricki's laugh is brittle.Julie cringes at the unholy intersection of "mom" and "sex."CUT TO:

Close on a big STORAGE CONTAINER. Ricki pulls off the lid, revealing a lot of old photos, documents, etc. from Ricki and Pete's failed marriage. Julie grabs a framed 8 x 10 FAMILY PHOTO. It's a posed, corny shot, like something you'd get from Sears Portrait Studio."Young Mom" Ricki has COMICALLY BIG, TEASED HAIR. Pete looks basically the same. Julie is about 5 and smiling in pigtails. Josh, 9, wears his softball uniform. Adam, 7, wears a turtleneck and a sweet expression.Ricki sees the aforementioned RECORD. She looks very glamorous on the cover, pouting against a black backdrop. The cover says: RICKI RENDAZZO - SILK NIGHT SKYShe grabs a LITTLE GIRL'S T-SHIRT that says "I'm The Little Sister" and holds it up to her chest, fully aware of the irony.Julie drops the T-shirt and flounces off toward the bathroom. Pete makes a very stoned attempt at humor.Ricki looks at him, horrified.Ricki covers her mouth and stifles a shocked squeal/moan of anguish.She pats Pete's hand. The brief hit of electricity registers on both of their faces.They chuckle.

See, daddies are allowed to do what they want. Make love to whomever they want. Take risks. Get hooked on dope. Leave. Who cares if other people get hurt along the way? Doesn't matter, if you get some great songs out of it, right?

Bohemian, you know. Sleeping on the floor. Lace and paper flowers...I'd get away from everything I hated about marriage and real life and the suburbs.

Good, because we're gonna start things off with a song that's very special to me...

But I am a musician. That's what I have to give. That's what I am. That's all. And so I'd like to sing a song for my son and his beautiful wife right now.

Oh. I want to thank my children's "other mother" for helping me to arrange this surprise.

Pete stands in front of the fridge, holding up a bunch of ARGULA. Both he and Ricki are still very stoned.Ricki sits on the kitchen counter, giggling uncontrollably. She eats a spoonful of COOKIE DOUGH from a package.The shared memory and botched name cracks up both of them.They both seem to suddenly think of their sleeping daughter in the next room.He walks over and takes the spoon out of Ricki's hand, chucks it in the sink. He gently takes the package of cookie dough away from her.It is a simple protective gesture from a very impaired Pete.Standing in front of Ricki, who is still sitting on the counter, he suddenly bows his head, laying it in her lap.Pete doesn't answer. Ricki gently runs her hand through what's left of his hair. Her hand passes over his bald spot. He's old and "square." But in this moment, he's somehow hers again.

It's morning again. Ricki wakes up, rolls over, and looks at her phone. She has a MISSED CALL from Greg...and it's also 10:30 AM. Ricki shakes her head and climbs out of bed. No wake-up call today. Still, she looks optimistic. Last night, however bizarre, felt like a healing experience. She's hopeful. Happy, even. She reaches for a HAIR BRUSH and her makeup case.

Ricki comes down the stairs wearing the PLUSH WHITE BATHROBE she found in Pete's closet. As she descends the stairs, she hears BUSY BREAKFAST NOISES. Sizzling, clinking; the sounds of a cozy domestic scene. Ricki rounds the corner and enters the KITCHEN. Julie and Pete sit at the breakfast table, enjoying FRUIT and FRENCHPRESS COFFEE. MAUREEN, 50, is at the stove making some restaurant-quality French toast. Maureen is African-American, fit and lovely for her age in designer jeans and a scoop-neck top. Everyone turns and looks at Ricki.Pete's blank impersonal smile is miles removed from the warmth and vulnerability he showed the night before.She beams at Pete and Julie.She brings over a platter of golden French toast. She tousles Julie's hair.She leans up and sweetly gives Maureen a peck on the cheek. Ricki is taken aback by this display of affection between stepdaughter and stepmother.She certainly doesn't.Ricki looks at Pete as though he's Judas.Julie glances wryly at Ricki like: Seriously? You took her robe? Mo dusts some powdered sugar off her jeans and sits down at the table. She holds out her hands.Pete, Julie and Ricki CLASP HANDS and lower their heads. Maureen prays simply and eloquently.They tuck into their breakfast. Ricki stands there in her robe, outside of the circle, wordless.

Thanks for asking. Dad's kind of plateaued at the moment, so they told me I might as well come back here for the time being. I don't like to be away from my family.

I decided to take the red-eye last night. Got in at six this morning. I feel like a hot mess.

Please shepherd Julie through this time of adversity and bring peace to her heart and soul. In Jesus's name, Amen.

I know that. I've smoked a little in my time. But when a person's body is adjusting to new medications, and they're emotionally labile...

Sorry. You know I've been a nurse for 100 years. Erratic. Unstable.

Uh-huh. As I was saying...I just think maybe it's not great for you to be here right now.

You're always welcome in our home, and I know Pete thought that it would help for Julie to see you, but I think what she needs right now is normalcy.

Hey, Linda, please don't be offended. I'm just looking out for my kid.

She's your kid too, of course. But Linda, let's be real. The last time you lived with her, she was a little girl. I was there for the teen years, college...

Look, I respect you as the women who gave her life, but once you went to L.A., those Christmas visits didn't cut it. There was a hole in this family. I filled it.

Are you serious right now? You know all those birthday and Mother's Day gifts you got "from the kids"? I paid for those. I mailed them. I made sure the kids didn't forget about you even though they had good reason to. You should be kissing my feet right about now.

A freshly showered Ricki walks down the hallway, wrapped in a towel. She looks very plain and vulnerable with her bare face and wet hair.

Ricki walks into the spare bedroom and practically jumps out of her towel. Maureen is sitting on the swivel chair by Pete's computer desk.She sits down on the bed, holding her towel closed protectively.Ricki wants to say something, but hesitates.This cuts deep.Linda has no reply to this one.Ricki is silent.As Ricki grows more agitated, Maureen remains calm.Maureen gets up, shaking her head.She tries to think of some way, any way, to retaliate.Unruffled, Maureen laughs.Maureen walks out of the room.

Right now we're working with her doctor to stabilize her. She's on some meds, and she's been going to therapy as well.

Who do you think helped her put together her dorm furniture? Who paid her bail when she got that DUI, or went to the Mother-Daughter Tea at that god-awful white sorority?

Huh? Who do you think has been doing all the mom stuff all these years? Kids aren't "done" once they leave grade school. They need someone to finish the job.

The AIRPORT SHUTTLE pulls up to the curb. Ricki is outside with her battered SUITCASE and GUITAR. Pete waits with her.He pats her stiffly on the shoulder. She walks to the shuttle.

Ricki is crammed into another COACH SEAT. She wears headphones and watches MTV on her seatback. Ricki hasn't watched MTV in years. It's a KE$HA VIDEO. Ricki watches miserably as the wild young woman contorts herself in torn fishnets and hot pants.

An exhausted Ricki waits on the curb. A CAR pulls up-- a real beater. The trunk pops. Ricki tosses in her stuff and climbs into the passenger side. Reveal a Greg behind the wheel, holding a CHEAP BOUQUET and a STUFFED ELEPHANT. Ricki can't help but smile.

Ricki and the Flash are onstage at the Salt Well, which is surprisingly CROWDED tonight. A perspiring Ricki sings "It's Only Rock n' Roll (But I Like It)" by the Rolling Stones. Even though Ricki lives for the stage, there's a crack in her veneer tonight. She seems fatigued. Angry.With a flurry from the DRUMS, the song ends.She yanks the mic out of the stand and paces the stage.Someone in the audience WHISTLES loudly. Daniel adds supportive commentary from the bar.Greg and Billy glance nervously at each other.Greg tries to prompt her to move on.The crowd has fallen silent. Behind the bar, Daniel's face falls. Greg tries to lighten things up.On Greg: pissed.Buster impatiently slides his fingers up the bass.Billy looks at the set list taped to his keyboard. We see everything from the Eagles to Pat Benetar to Lady Gaga.The band begins to play "Get the Party Started" by Pink. Ricki begins singing with forced enthusiasm. She's a pro. Always.Billy echoes with background vocals.

Ricki is outside helping Buster, Billy and Joe load gear into a van. Chivalrously, they do most of the heavy lifting.Greg appears, draped in power cords and carrying some equipment.Greg angrily tosses an EFFECTS PEDAL into the van.Joe, Billy and Buster have stopped loading gear and are observing the fight like three wide-eyed kids.She and Greg round the corner to another, even less picturesque area of the parking lot. Dumpster-town.Ricki is too emotionally spent to even laugh.Jokes like this are a classic Ricki avoidance tactic.Off Ricki's surprised expression.Greg lights up, surprised.Ricki laughs. Greg glances back toward the Salt Well.Ricki grabs Greg by his stupid T-shirt and KISSES him passionately. Greg is in shock.

My point is-- this is gonna sound crazy, but it honestly doesn't matter if your kids love you or not.

No, listen, it doesn't. Because it's not their job to love you. It's your job to love them. That's why you were put here, and that's why you're their mom and why I'm my kids' dad. I love my kids so much. Do you?

Greg and Ricki enter the apartment, MAKING OUT. As Ricki fumbles with her keys, Greg scoops her up into his arms. She wraps her legs around his waist.Greg stumbles toward the bedroom, cradling his "prize" as they kiss.

Ricki and Greg are lying together, post-sex. Ricki's "Ocean Waves" WHITE NOISE MACHINE is on. Even though the bed is old and lumpy, they both look very comfortable. The sound of electronic waves fills the tiny room.Ricki smiles in the darkness.Greg nods.Greg nods, getting it. Then.She pauses, debating whether or not she should confess something similar.Greg doesn't seem put off in the least.He extends a hand to Ricki and helps her get out of bed.Greg heads off to the tiny bathroom as Ricki throws on her robe. MUSIC UP: CLASSIC ROCK BEGIN MONTAGE We see VARIOUS SCENES of Ricki returning to her usual life, building her relationship with Greg, working, playing...etc.

Ricki rings up a mountain of overpriced PRODUCE for a bored STAY-AT-HOME MOM. A THREE-YEAR-OLD GIRL grabs an expensive bar of "rainforest chocolate" off the conveyor and unwraps it. Ricki smiles at the little girl, who stares back at her rudely. Ricki totals out the groceries...$366.00. Ricki's teenaged MANAGER walks by and gives her an approving nod.

Ricki and the Flash rehearse in BUSTER'S GARAGE. Ricki, in glasses and jeans, is playing RHYTHM GUITAR and singing her heart out. There's a hiccup and Joe stops playing drums. The band convenes for a brief discussion. They're a welloiled machine. Joe counts off with his sticks again, and they're off...

Date night at a cheap BUFFET RESTAURANT. Ricki carries her plate of food over to a booth. Greg, who is already seated, has taken full advantage of the all-you-can-eat "snow crab" situation. His overflowing plate of TEENY-TINY CRAB LEGS is adorable. Despite the terrible food and the cheap carnation in a vase, it's...romantic.

Ricki CLIMBS ON THE BAR, her signature move. She struts past the Trivia Touch machines mounted on the bar. There's about 30 people in the bar, but the Flash is giving it their usual 110%. Onstage, Greg is a sweaty rock beast. Daniel whips out his BAR RAG and discreetly mops Ricki's footprints off the bar. Gazing at his idol, he pretends to wring the rag into a GLASS and drink it.

Ricki and Greg are lying in bed together. Ricki has her glasses on and is reading a BOOK. Greg, also wearing glasses reads the latest issue of Rolling Stone. Greg suddenly flings the magazine aside and "attacks" her playfully. Their glasses knock together as they make out.

Alone, Ricki enters carrying a big pile of MAIL. She tosses aside the junk, the piles of collection notices and bills. Then she notices a curiously large MANILA ENVELOPE. She immediately recognizes the return address: Feather Drive, Naperville, Illinois. Pete's house. END SONG Cautiously, Ricki opens the envelope. There's a slightly smaller, SQUARE ENVELOPE inside; it has an expensive, creamy look to it. There's also a HANDWRITTEN LETTER. Ricki reads the letter first. We hear MAUREEN'S VOICE narrating as we read along.Ricki reflects, then reads on:Ricki grins at the memory.Ricki opens up the fancy envelope. It's an engraved INVITATION, with a rustic-yet-expensive look. It's tied together with a piece of GREEN TWINE. The invite reads: Mr. and Mrs. Jonathan Schmitz request the honor of your presence at the marriage of their daughter Emily Anne Schmitz to Joshua Hendrix Brummel.She sifts through the different components of the fancy invite. There's a card that says: Dinner Choice: Vegan/Gluten Free\_\_\_ Vegetarian\_\_ And finally one last little SLIP OF PAPER included with the invitation. We hear EMILY'S girlish voice read it aloud.This gets an eye-roll from Ricki. But we can see that the invite, even coming from Maureen, means the world to her.

Dear Linda. I'm sorry about some of the words we exchanged during your visit. As you know, it's a loaded topic and we haven't had many chances to talk about it. Please accept this olive branch from me, and I hope we can try again on better terms.

Also, I heard that you poured beer on that bitch Nicole from Traffic. Respect. I wish I had been there.

Enclosed, please find something I feel you should have received a long time ago. You're entitled to it. Hope to see you in a few weeks. Maureen.

This invitation is embedded with wildflower seeds and can be planted! Please return it to the earth!

The Salt Well is decorated for Valentine's Day. Ricki is sitting at the BAR, drinking a glass of wine. Daniel is reading the INVITATION, which Ricki has brought to show him. The Flash is doing a routine SOUND CHECK on the stage as people filter into the bar.On stage, Buster speaks into the mic.Daniel hands the invite back to Ricki.Ricki pats Daniel's hand as she gets up and heads for the stage. She hops on to scattered applause.No response, except CLAPPING from Daniel.She glances at Greg, who is wearing a DIFFERENT GUITAR than usual. It's not his beautiful sunburst Gibson SG. It's a cheaper YELLOW ELECTRIC GUITAR, '80s model.This idea is so absurd that Ricki laughs.Billy, Buster and Joe exchange glances.Greg just looks at her. Over on bass, Buster shakes his head and takes a drag off his blue e-cigarette.

Ricki and Greg are the TSA's worst nightmare. Greg pulls off a GIANT BELT BUCKLE and unlaces a pair of 18-hole boots. Ricki is removing her usual array of accessories.An AGENT, digging through Greg's carry-on, holds up a bottle of CABO WABO TEQUILA.

Ricki and Greg READ on the plane. Ricki is reading a library copy of The Celestine Prophecy. Greg enthusiastically flips through the Skymall catalog.Ricki pats Greg's arm affectionately.

Ricki is in one of the "dressing rooms"-- a BOOTH hidden behind a curtain. Greg is sitting on a chair waiting for her to emerge.Ricki comes out wearing a CONSERVATIVE, UN-RICKI-LIKE PALE BLUE DRESS with the tags hanging off it. It looks very odd with her pleather boots.Ricki has to laugh at that.The SALES LADY walks over.

It's a beautiful spring day at the OUTDOOR WEDDING VENUE, a tree-filled nature preserve.

A HARPIST plays as GUESTS filter into the WEDDING CEREMONY. HIP-LOOKING WAITERS and WAITRESSES hold trays of signature COCKTAILS. The wedding looks perfectly rustic in a very expensive way. Ricki enters the area with trepidation, wearing her new blue dress. A PERKY WAITRESS immediately solicits her.Ricki looks at the girl like she's speaking Cantonese.Ricki scoots away from the cocktails, wrinkling her nose. She wanders self-consciously through the sea of assembled GUESTS. Suddenly, a WIZENED HAND grips her arm.Linda turns to see a VERY OLD WOMAN of about 90.Oma appears to be senile.A YOUNG, MALE RELATIVE rushes to retrieve poor, confused Oma.Oma is ushered away. Ricki looks at the COCKTAIL WAITRESS.

This one is called "The Josh." It's ginger beer and small-batch whiskey with candied lemon peel. This is "The Emily"; it's kind of a playful take on a Kir Royale.

The ceremony is about to start. The ceremony area consists of about 100 chairs in a clearing. Everything is festooned with wildflowers. Ricki is seated alone on an aisle seat near the back, reading the wedding program. The "better" seats are rapidly filling up. As PEOPLE walk by and sit down, we hear a snippet of GOSSIP in hushes tones: Is that?...It is. Wow...Not even sitting with family... Ricki continues to look down at her program.Everyone complies. Ricki looks ahead and sees that JOSH and ADAM, the best man, have appeared at the altar in suits. A CLASSICAL GUITARIST begins to play near the altar as the wedding procession begins. A BRIDESMAID in a long dress walks down the aisle, escorted by a GROOMSMAN. Another PAIR follows. The bridesmaids wear elegant vintage dresses and carry "green" bouquets. Then, Julie appears, looking radiant (and almost unrecognizable) with her hair and makeup done. She's so beautiful that there's a murmur through the crowd as she emerges on the arm of a GROOMSMAN Julie sees Ricki and pauses. Ricki smiles at Julie. Julie looks at the assembled crowd, remembering her last trip down the aisle. She looks frozen, disturbed. Ricki realizes what's bothering Julie. As the GROOMSMAN tries to nudge Julie down the aisle, Ricki leans over and whispers at her daughter.Julie looks back at her mother.She nods encouragingly. Julie looks ahead, squares her shoulders, continues to WALK. As Ricki regards Julie's departing form, she notices with surprise-- and love-- that her daughter wears COMBAT BOOTS with her dress. Finally, EMILY appears, escorted by both her MOTHER and FATHER. All three look rich, elegant and happy. Shutters click as everybody oohs and ahhs over the bride. Ricki looks at Josh: he wipes a tear away from his eye as he gazes at his soon-to-be wife. Ricki looks at the bride and her parents as they stride past her: a perfect, intact TRIAD, seemingly untouched by dysfunction or pain. From the front row, PETE and MAUREEN beam at their soon-to- be daughter-in-law. Pete's arm is around Maureen. He rubs her arm happily as the bride swishes past. Ricki glances across the aisle at a LITTLE BOY who seems to be having an awful time. He pouts and kicks the chair in front of him. He meets Ricki's gaze. She WINKS.

Ricki makes her way through the RECEIVING LINE, where Josh and Emily greet their GUESTS. Josh hugs Ricki warmly, overwhelmed by his big day.Ricki heads into the reception area and sees ADAM with his date, a GOOD-LOOKING ASIAN GUY. She waves in their direction.She trots toward them and holds her arms out expectantly. Adam puts on a brave face. So does Ricki.Adam looks like he wants to die.Ricki stops and looks Adam in the eyes.Adam seems to respect Ricki's willingness to "own" this.Desmond's eyes dart from Ricki to Adam. Awkward.She pronounces it vedge-in, like vegetable.She smiles and walks off. Adam's got that stun-gun look.

Thanks! I've been growing my hair out lately, and I think I'm serving up some "Bruce realness."

The dinner portion of the RECEPTION is in full swing. Everything is lovely, quirky, and just-so. Guests drink wine out of mason jars. A JAZZ COMBO plays dinner music onstage. Near the front of the room, the BRIDAL PARTY holds court at the customary LONG TABLE. Pete is sitting there, chatting with the newlyweds. The seat next to him is empty; Maureen is circulating and saying hello to various people. The perfect hostess. Ricki watches her, as usual, with envy. Near the back of the room, Ricki is sitting at a round table with SEVEN OTHER PEOPLE, none of whom she knows. A GIRL sitting across from her tries to strike up a conversationBefore the confused girl can reply. Ricki glances at her watch nervously.She gets up and crosses the room to the bridal party's table. She walks up to Pete.Pete seems surprised.Julie overhears this conversation and reacts with alarm.Ricki has already picked up a CHAMPAGNE GLASS. She begins hitting it with a fork: ding ding ding. She nods at the JAZZ COMBO, who hurriedly finish up their song. A SERVER appears and hands RICKI a microphone. Ricki accepts it nervously. The entire crowd turns to face her.Awkward chuckles from the crowd.Many of those FACES stare back at her. Blinking.Josh and Emily have nervous smiles on their faces.More laughter, this time more genuine.On Maureen, watching Ricki intently...From across the room, Maureen nods at Ricki respectfully. Josh mouths What is she doing? to Maureen; Mo waves him off.Ricki gestures toward the back of the room. GREG, BUSTER, JOE and BILLY appear. Greg has the Wet Banana, Buster carries his bass; Joe has his sticks. They wear cheap SUITS. (Buster actually has a "tuxedo" T-shirt on.) They head toward the stage as the crowd murmurs.The regular BAND steps aside, making room for Ricki and the Flash. They've discussed all of this in advance. Greg plugs in his yellow guitar. Ricki adjusts her mic.Joe counts off with his sticks.The Flash launch into "HOLD ON LOOSELY."On Emily's PAINED FACE...her reception has been hijacked. Plus she hadn't planned on .38 Special at her perfect quirky/indie wedding. Josh looks a little sheepish. But when he sees the expression on his bride's face, he realizes he has to embrace the situation to keep it from ruining the day. Josh takes Emily's hand and leads her out into the middle of the floor.He gives Ricki the thumbs up as he begins to SPIN and TWIRL Emily, who knows the steps well...Emily can't help but laugh as Josh whips her around. The crowd begins to WHOOP and CHEER and Emily softens.Other GUESTS begin to move to the floor. Ricki is committed to her performance, as always, but she notices everyone beginning to dance. DESMOND leads a reluctant ADAM onto the floor. Ricki sees Adam staring at her. She flashes him a THUMBS UP. His gaze back is a little cynical, a little wounded-- as always. And yet he begins to DANCE.Maureen and Peter dance. Julie dances by herself. Even GRANDPARENTS and KIDS hit the floor. The wedding kind of sucked until now. But Ricki is giving 'em blood, sweat and tears and it's THRILLING. Julie, ever the shit-disturber, is enjoying this more than anyone. She smiles proudly at her mom. When the SONG ENDS, Ricki shrugs humbly instead of her usual rock-star posturing. But Julie begins to CHANT, pumping her fist in the air.Peter joins in gamely. Soon everyone is chanting. Ricki looks over at Greg, who smiles at her.Ricki closes her eyes, ABSORBING it. In the temporary darkness she's created, the chanting and applause could be coming from anywhere. Is she imagining herself headlining a huge concert, as she's done so many times before? She doesn't need to. Ricki opens her eyes.

Jordan Peele I appeal to you therefore , brothers , by the mercies of God , to present your bodies as a living sacrifice , holy and acceptable to God , which is your spiritual worship . Do not be conformed to this world , but be transformed by the renewal of your mind , that by testing you may discern what is the will of God , what is good and acceptable and perfect . -Romans 12:1-2A perfect suburban house with bay windows and a front lawn . The SHAW family . Caucasian and warm - RICHARD , 34 ; NANCY , 30 ; JOSHUA , 6 ; and MAY , 4 - eat dinner inside . Richard reads something on his tablet illuminating his face .

Tony said that Mickey is not really Mickey ; it's someone else in there.

ANDRE , 29 , an African-American man runs down the sidewalk in sweats . He listens to jazz on his phone . The music stops . He stops running and checks his phone .He 's right in front of the Shaw 's house . He glances inside . The Shaw 's seem normal and content . Andre smiles . A motion detecting security light floods the lawn .

You know this could be considered stalking and harassment. Plus, you're sitting in a deadly weapon so that's some felony-type shit right there.

I'm from Brooklyn, man. If you wan na do something, then let's do something. I'm ready..! Hey, I'm talkin' to you!!!

Chris was just telling me that he felt more comfortable with my being here.

Richard looks up from his table to see Andre standing there . The rest of the family does n't notice . Nancy tends to May , who SQUIRMS in her chair . Richard watches Andre protectively .

Andre walks on . It 's getting dark . He is suddenly very alone . A vintage creme-colored Porsche Boxter with tinted windows and a roof CREEPS up on the street behind Andre . It 's following him .

Driver 's POV watching Andre . His BREATH ECHOES deep and tinny as if it were into a coffee can . Through the car 's system we hear an English to French language tutorial recording .The driver does n't repeat .

Pardon me. Where is the nearest restaurant? Pardonnez-moi. Ou est le restaurant le plus proche?

Can you show me the nearest bathroom? Pouvez-vous me montrer la salle de bain la plus prouche?

Can you help me find a hotel? Pouvez-vous m'aider a trouver mon hotel?

Can you please call the police? Pouvez-vous s'il vous plait appelez la police?

I seem to have misplaced my passport. Je crois avoi egare mon passeport.

Can you direct me to the nearest hospital? Pouvez-vous me diriger vers I'hopital le plus proche?

Andre , feeling followed , stops to tie his shoe . The car also stops . Andre waves at the unseen DRIVER . There is no response . The ENGINE PURRS . Andre begins walking again . The car begins slowly too . Andre stops again . The car does too . Andre peers through the windshield but ca n't see through the tint .No response .Nothing .3 .

Andre hears nothing from inside .Andre begins walking . The car creeps alongside him . After a few steps , Andre stops again . The car stops . Andre laughs .No response . He realizes it 's not a friend .No response .No response . Andre ca n't hide his anger anymore . He starts walking the other direction . The car backs up , following Andre in reverse .After a few more steps ...4 .Andre , fed up , stops . He approaches the passenger 's side window and bangs on it .

Andre bangs harder on the window three times . The car 's passenger-side window rolls down .Andre 's expression goes from anger to terror . The driver wears a tubular metal medieval knight 's helmet with slanted rectangular eye holes .The driver raises a gun with a silencer on it . Andre turns to run but is shot in the back . Stunned , Andre stumbles towards the Shaw 's house . The driver exits the car and follows him .

Andre falls in front of the Shaw 's lawn . A dart sticks out of his back . He reaches towards the Shaw family . The masked driver approaches calmly Andre drags himself toward the house as everything blurs around him .Andre passes out as the security light floods the lawn again .5 .

The Shaw family eats while Andre lays on their front lawn . This time Richard , buried in his tablet , does n't notice . the driver lift Andre 's limp body and carries him to his car .

The driver carries Andre to the car .The driver plops Andre in the padded trunk . He gets in his car and drives off .TITLE CARD : `` GET OUT ''

We move slowly through the small but clean apartment . The walls are decorated with fascinating urban photography .

CHRIS WASHINGTON , 26 , a handsome African-American man shuts the medicine cabinet . He 's shirtless and naturally athletic . He scrutinizes his reflection with a touch of vanity .

ROSE ARMITAGE , 28 - Caucasian , brunette with freckles - cool and beautiful like an old Summer Camp crush . Rose looks at pastries through the glass . She ca n't help but smile .

Chris spreads shaving cream onto his face and shaves . He postures a little then nicks himself on the neck . He smirks ; deserved that .

Chris , clothed , looks out his window through a professional camera . He flips through some striking urban images on the digital display much like the ones framed around his apartment . He is a very talented photographer . Sid , a small black dog , watches him . The BUZZER RINGS .

Chris opens the door . Rose stands outside the apartment with her hands full . She has two coffees and two bags of pastries . Chris smirks .He takes the coffee tray and pulls her inside . They kiss .

So, how come whenever I come over, he acts like he's been totally neglected.

Let's see, you're smart, sweet, handsome, creative... You're you.

Really? Like `` Mom, Dad, my black boyfriend is coming up for the weekend''?

Baby, it's fine. My dad would legit vote for Obama a third time he could. Yes, he will want to talk to you about it, and that will be embarrassing, but they're gon na love you. I promise.

My boyfriend should n't have to show you his I.D. because he has n't done anything wrong.

You guys, normal people do n't want strangers fiddling around in their heads.

You realize you're coming off like a total douche right now, right?

The nightmares. When I was a kid. She hypnotized me once for stage fright, and I had the craziest nightmares, but it worked...

Really? ` Cause you have yet to say anything that's not a blanket statement about race.

You think my family's housekeeper gives a shit who you're with? That's crazy bae.

Look, I get it. This whole thing is stressful. I mean, they're circling you like hyenas down there. I just do n't get why you're taking it out on George and Walter.

Honestly? That was one of the strangest things I've ever seen in my life.

It is a big deal. It's my family. I would n't even know what to tell them.

Yes, it's weird. There are a lot of ways I wish this was going different. I wish my brother was n't a cock. I wish my parents friends were chill ; but just because it's tough, it does n't mean you run away...

I mean, I did change my birth control, so it could just be that, but...

If you wan na go then go. I'm not going to force you to stay but I'm not leaving.

Yeah. I mean, you're right. This sucks. I'll go back with you. I'll make something up.

His dog is not well. He needs to go to the vet first thing in the MORN --

We got in a fight. He got all paranoid and flipped out ; He took a cab home. He forgot his phone. Wait... You have n't seen him?

I do n't know. A local one I'm guessing. Maybe uber? Wait, I'm so confused...

Rose and Chris have coffee and sweets by the window . The small mound of pastries sits on the coffee table . SID lays on her lap . She strokes him . It 's a perfect morning .7 .Chris picks up her foot sweetly and massages it . She melts .

Are you kidding me? When you're not here that dog gets the best fuckin' pets of his life.

Whoa... whoa!! Come on! I'm a grown man. If a man says he wants a cigarette, a man should be able TOO-

Okay, so that's like a dollar. You basically just throwin' dollars out the window.

Look, man, real quick. You good to watch Sid this weekend right?

I'll see what I can do. Oh, and I'll kick you some cash for watching Sid.

My Dad was never really in the picture. My mom passed away when I was 11 ; She was hit by a car.

Yeah. My aunt raised me, with my cousins. We did n't have a lot of money or anything, but she's a good person ; kept me off the streets. She gave me my first camera.

You mean like UFC? Yeah, nah. Too brutal for me. I'm a lover, not a fighter.

So, how does this work? Are you going to swing a pocket watch in front of my face?

I knew it. She was never late after work. When she did n't come home, I just knew something was wrong.

Yeah... yeah. No, I can tell. I never really got to meet you actually, up close. I'm Chris.

Out. Taking pictures. Hey, so I think your mom hypnotised me last night.

I think I snuck out for a smoke, and she caught me and offered? I do n't know. I must have agreed to it ` cause the thing just made me nauseous.

No, not good. I can barely remember any of it even happening ; I do n't like that. Plus I had these fucked up dreams.

Thank you. Yeah, I just like finding the beauty in abandoned things.

Yeah, or maybe not. Maybe she does n't like the fact that I'm with you.

You're right. I'm being paranoid. I just need a minute and I'll be down.

They just got me over here meeting all the family friends. It's like they never met a black dude that does n't work for them or some shit.

It's the black people out here that are the weirdest. The help. It's like they're possessed or...

What's fucked up is : You're the first line of defense against terrorism.

Oh, and the one other black guest is like the whitest-most dude at the party.

That's actually a great question. Logan! They were asking me about the African American experience. Maybe you could take this one.

Also, this is gon na sound weird, but when he got up in my face like that, I got the feeling like I knew that guy.

No. With this whole situation! I just... I ca n't explain but I need you to trust me. Let's just go. It does n't even have to be a big deal.

I told you about the night my mom died. How I did n't call 911 ; did n't go out looking for her.

One hour went by, then two, three... I just sat there... I just watched TV.

She laid there bleeding by the side of the road all night, cold and alone. And that's how she died in the early morning... Cold and alone. And I was watching TV.

There was time. If someone was looking for her, there was time. But no one was looking.

Yeah... yeah. So, I'm not gon na leave here without you. I ` m not going to abandon you. Never.

Different. Slower... I mean he was street ; now he's all like... white- seeming. Oh, plus he's gay!

Oh shit. Oh shit. Oh fuck. Oh shit. The fuck?!?!! Y'all are psycho!? Is that it? Let me out of this chair.

People know I'm here. I told a bunch of people where I was going! You do n't know me!!! You do n't know me!!!! Hey! Hey!! Hey!!!!!

Okay. Okay! What do you want? You tryin' to break me? I wo n't say shit!! I'll just... I'll do what you say, just answer me!

... Winter, Spring, Summer and Fall, all you need to do is call. And I'll be there. You got a friend. Ai n't it good to know you've got a friend. Ai n't it good to know you've got a friend. Oh, yeah, yeah, you've got a friend.

You hypnotize me? Break my will..? Make me a slave like the others? This is some crazy racist shit.

No... no... Do n't do it... Just get the fuck got ta here... Just go! Just... Fuck!

Chris packs a small bag of luggage . Rose lays on the bed .Chris puts a cigarette in his mouth . Rose pops up and grabs the cigarette from his mouth and breaks it . Chris tries to feign incredulousness but is amused .Chris packs in silence for a moment .Rose is taken aback by the question .Rose embraces him .Chris nods . She kisses his neck and pulls him to the bed .

Chris turns on the TV for Sid . He and Rose stand by the front door about to leave .9 .Rose blows Sid a kiss and they leave .

Chris puts his luggage in the trunk and enters the passenger 's side of a shiny white BMW X5 .

Rose sits in the driver 's seat . Chris gets in the passenger seat . Her car is a mess .She moves some fast food wrappers to the back seat .She raises her phone and takes a selfie of the two of them .Chris puts his hand on her leg , and they drive off .

We soar over the car as it drives through the beautiful countryside ; a road flanked by woods .

Rose hums . Chris , in the passengers seat , looks through his camera at the passing trees . He snaps a test shot .Chris takes out another cigarette . Rose promptly grabs it and opens the window .She throws it out the window .

ROD WILLIAMS , 26 , African American , a stocky TSA agent smokes a cigarette . His cell phone rings .INTERCUT WITH :

Yeah. How I'm gon na get in trouble for following standard procedure?

Like you ca n't hide a bomb in a wheelchair? Watch, Chris, the next 9/11 is gon na be on some geriatric shit.

What? You think I forgot? Damn ` C', give your boy a little credit. I do n't forget shit ; you do.

Damn, I never seen you like this. Meeting the family and everything? What does she do lick your ass?

Yeah I do. I need your girl to introduce me to one of her freaky deaky boarding school friends.

Not much. Sid's chillin'. We eatin' burgers. What's up with you?

-- Nope. I do n't give a fuck if she's Dr. Drew up in this bitch. You ai n't getting in my head.

Who knows what they'll make you do. You know white people into some crazy sex slave shit.

Why not? Jeffery Dahmer ate niggas' heads, but that was after he fucked the heads.

ROD ( CONT'D ) One second they think they just gon na suck some dick, next second they sucking dick but their head is n't on their body Chris.

I'm just connecting the dots you presenting me with. The mom puttin' trances on niggas and fuckin' them. It's clear as day and that's fucked up. She hot?

And yo, do n't say I did n't warn you ` cause my ass sure as Hell ai n't coming up to the country to save you from no fuckin' witch coven... Unless the mom's hot. She hot?

got us into the movie a couple of times ; Rush hour 2 and, um Usual Suspect. 71.

Chris, you in a fucked up Eyes Wide Shut situation. You need to --.

Sup? Making sure you good. I thought you were coming back yesterday, so hopefully you home already and just sleeping or some shit. Aiight. Let me know.

No, sorry, not my son, my boy. He's my friend. He's 26. His name is Chris... Washington...

He left town on Friday with his girlfriend Rose... Armitage... She's white. 81.

Yeah, I mean he's only been MISSING for two days. He was SUPPOSED --

-- Three days I know, but I have reason to believe he's been abducted.

Chris was set to come back home on Sunday. I was watching his dog Sid.

Chris sent me this which he took at the girlfriend's parents house. That's Andre Hayworth, a guy we knew from back in the day. Come to find out he went missing 6 months ago in an affluent suburb upstate.

Well that's the thing. We found him and now, according to Chris, he's gay with a different personality.

You ready for this...? I think this family is abducting black people and brainwashing them to work for them as sex slaves and shit... Sorry.

... See, I do n't know if the hypnosis makes you a slave or if just turns you gay or what, but they already got two brothers that we know of, and who knows how many more there could be.

So, last time Chris and I talked, he told me your mom hypnotized him?

... impress on you the importance of remembering some of those names. The fire did n't leave ENOUGH --

You got ta help me out, Chris. Secret societies does n't get you very far on Google. I'm over here feeling like I'm playing connect the dots on a fucking football field. One name...

Chris sits in the passenger seat and talks on the cell phone .Fuckin ' Gary out here thinkin ' just because a bitch old , she ca n't hijack an airplane . Chris laughs .Rose takes the phone .12 .Chris takes the phone back .Rod makes a WHIPPING SOUND .13 .Chris hangs up . He gives Rose a look .After a beat he puts another cigarette in his mouth .She goes for it . He dodges playfully and tickles her causing her to cackle . A shadow darts across the road in front of the hood of the car . It 's hind legs SMACK the hood of the car with a loud THWAT-THWAT . It 's propelled into the woods at an awkward angle . The CAR SCREECHES to a halt . Chris and Rose breathe hard for a few moments of shock .

Rose gets out of her car and inspects the damage . Chris gets out as well . There 's a small bloody dent in the hood .Chris looks back in the direction of the collision .Chris walks a few more steps then stops . He rethinks .A guttural , almost human , MOAN OF PAIN comes from in the woods behind them . They watch the woods in horror . Chris walks back towards the haunting wail . It stops .Chris motions for Rose the stay . He keeps walking towards the thicket about 60 ft behind the car .Chris gathers his courage and takes a step toward the thicket . The Moan starts again , but much loader and closer than Chris realized . He 's startled . Chris peers through the bushes . The deer lays there gasping for breaths and watching him with a black wet eye . Chris is transfixed .Chris snaps to . He nods and takes out his phone .

A cop car is now pulled up to where the deer was hit . OFFICER FROSTIE - Caucasian - 33 stands near the deer . Another officer , OFFICER CROW - 40 - Caucasian with a patronizing smirk , stands by the driver 's side window of Rose 's car which Rose and Chris are both back in .

Rose does n't like the way he 's looking at them .15 .OFFICER CROWEAnd what brings you up --Chris gives Rose a `` see ? '' Look as he gets his license .16 .There is a tense silence . Officer Crowe 's walkie chimes in .Officer Crowe stares Rose down . After a moment he presses his walkie button .He hands Chris his I.D .

Chris sits in the passenger 's seat deep in thought . He watches Rose with a new awe . Rose notices . She shrugs .Rose smiles at him .

The woods give way to an huge front lawn . A large mansion sits in the middle . Thick forest surrounds the estate except for one side which is the edge of a lake . The property feels expensive and isolated ; no other houses in sight . As they drive through the large front lawn , Chris sees WALTER , African American 35 in the distance facing away . Walter wears a gardening hat and trims hedges . He works slowly and methodically .Rose parks in front of the house , and . He has a pleasant smile . Rose gets out of the car and waves .Walter turns and waves back . Chris gets out and waves too .Walter waves silently . Odd . As Chris gets the luggage from the trunk , Rose runs to the front door and RINGS the DOORBELL . FOOTSTEPS . The door swings open revealing ... DEAN ARMITAGE , 59 , a tall , balding , barrel-chested , bear hug of a man . Though clearly smart , Dean has an endearing cockiness and a bad case of Dad humor . He is the kind of guy who pronounces garbage , Gar-bahge . And ... MISSY ARMITAGE , 56 , A beautiful beacon of intellectual patience . She is poised and warm ; relaxed and in control . They stand in the shadows of the doorway smiling . Rose hugs her parents .Chris approaches with the bags .Chris holds his hand out .Dean grabs Chris ' arm and pulls Chris in tight .Fella .Missy holds Chris ' shoulders and examines his face and chest .Missy and Dean laugh . The four enter the house . Missy shuts the door behind them . Outside , Walter watches as his smile fades away . He slowly turns and goes back to work . 19 .

You two seem like you've been together for years. How long has it been now?

And he really is so good looking, is n't he? You'd have beautiful babies.

Of course, I'd give you the service for free. You are family after all.

If you change your mind... We're just glad you could join us for the big get-together.

Walter starts early every day. He's borderline obsessive compulsive. Tea?

You watch a lot of Television. Now, you are feeling very sleeepy...

We do use focal points sometimes, but just about any object or simple motion can guide someone to a state of heightened suggestibility.

Wounds get locked in your heart and they fester and grow into ugly little things like depression and addiction. But, they are all in there somewhere. All we need to do is find the key.

-- we're going to go back to a place that might be uncomfortable for you.

Let's go back there. Hear this place. Let the vibrations rush run through your body and ears. Hear it... Find it... Tell me when you find it.

Good. Now touch. Feel your surroundings. Feel every part of your body and what you touched. Feel it. Find it... Tell me when you find it...

Next is smell and taste. Breathe in and let the scent fill your nose. Smell that place. Taste it. Find it.

Good. Now lastly, you must see it. Let the light flood into your eyes. Every color, every detail. See it. See it. Find it.

Take him to the games room. Jeremy, get the legs. Dean, help him. 77.

It ought to be. Lord knows we've done enough work on it through the years...

What?! Those things are everywhere up here, Chris ; like rats. The damage they've done to the ecology alone... Anyway, are we ready for the grand tour?

Frankenstein's monster. Only pieces of the original structure remain ; I like to think the soul is in tact though.

There are seven bedrooms, ten bathrooms, three indoor dining areas, two study's, two main kitchens. There's an observatory wing on the top floor. And you'd be hard pressed to find a room that does n't serve as library.

He went through a couple dark spots but came out the other side. You'll meet him later.

Mother and Father lived here till the end. They died a few years ago now. Passed away within weeks of each other...

Oh, In fact, you might find this interesting, he was just beat out by Jessie Owens in the qualifying round for the ` 36 Olympics in Berlin. That's the one where --

Of course. One of those perfect moments. There's Hitler on his high horse with his perfect Aryan race, and here comes this black guy to prove him wrong on the world's stage. What a moment.

A neurosurgeon ; was. I retired early. Now, I pretty much focus on the house and twiddle my thumbs.

Oh, downstairs is the wine cellar, the games room, some storage. Apparently a black mold issue down there. Almost everything needs to get thrown out ; shame.

You did n't have to. We hired them a few years ago to help care for my parents ; they became part of the family. Could n't bear to let them go. I hate the way it makes us look though...

I thought the whole thing was B.S. too. I smoked for 20 years. She puts me under once, now the sight of a cigarette makes me wan na vomit.

A tradition. Some of my Dad's old social club. Some old patients. Some just friends...

Achem! Once again, I want to thank you all for coming. Words can not express how much it means to us that after all these years we can all still get together and share. I'm reminded of stories of how the knights of old would gather in honor of a new crusade...

Chris! There you are. I wanted to introduce you to some old friends. We'll do it quickly. Down the line : David and Marcia Wincott, Ronald and Celia Jeffries, Hiroki Tanaka, and Fredrich and Jessika Walden.

It was an abnormal manifestation but yes, actually, sometimes they do.

We've been looking for our purpose for such a long time. Fire has mesmerized man since the Stone Age. It is a reflection of our impermanence in the world. Fire is born, it breathes and then it dies.

There's a reason we worship the Sun, Chris. He who lights the way through the darkness of life. He in all his glory was around long before us and will be here long after we are gone, but he too will die some day! That's right even the Sun God will die. It is no less mortal than we, but it inspires us to defy it! So what do we do? --

We bathe in his reflection, for one chance to emerge having defied death!

You'd take that baptism would n't you, Chris? The baptism of immortality?

MADNESS ) I'm saying that we've found OUR PURPOSE!!! There must be a sacrifice! Sacrifice is essential for the righteous to achieve our true potential. A vessel must be comprised. A host must be born!!!

Damn things fly into the patio from time to time ; break their necks.

Maybe we can change the conversation to something a little lighter.

I want you to tell these officers exactly what you just told me.

A wonderful house looms ahead . The interior is worldly and interesting ; clean and homey . Several paintings of castles and medieval battles accent the walls . Taxidermy . One wall is all bookshelf , and there is a fireplace . Above the fireplace is a large hauntingly beautiful portrait an old man and woman .Dean snickers .20 .

Rose 's old room is preserved in the state of a young-minded teenage girl . Lots of pink and dated boy band posters , a stuffed lion . A window overlooks the front lawn . Rose and Chris place their bags down .Chris looks at some pictures posted on her dresser .21 .He sees a picture of Rose in high school on stage in a production of ` The Crucible . 'Rose grabs Chris by the belt and pulls him to the bed on top of her . They kiss . She goes for his fly .He stops her .

Dean and Chris walk and look at pictures on the wall . Rose and Missy catch up in the living room .22 .They keep walking .Chris zones in on a photograph taken in the 90 's in front of the Armitage house . Dean and Missy are younger , and Rose and her brother Jeremy are kids .Dean points out the older couple in the picture , the same from the portrait in the living room ; GRANDPA and GRANDMA .They move down the hallway to a black and white framed picture of a 25 year old man posing in the starting position for a race .23 .Dean winks .HOUSE - MISSY 'S OFFICE - DAYDean opens the door to the office . He and Chris stand outside the door as Dean reaches in to turn on the lights . In front of the desk two comfortable-looking chairs face each other . Books line the walls , and are stacked everywhere . Dean and Chris do n't enter . A white cat laying next to a teacup wakes up on the desk .24 .Dean Cackles .

Dean and Chris continue their walk-through . The kitchen is large , homey and pristine . Large windows overlook the backyard . GEORGINA , African American , 30 stands facing a wall . She is still .Upon hearing them , Georgina comes alive . She resumes cleaning the kitchen .Georgina turns to them . She has the same eerie smile as Walter . Like she 's masking something .Dean opens the glass back door .

I owe you an apology. I should n't be touching things that do n't belong to me.

I lifted your cellular phone this morning to wipe down the dresser and it accidentally came undone, see?

Oh no, no, no, no, no, no... Are n't you the sweetest thing? Not at all. The Armitages are so good to us ; They treat us like family.

The yard is huge and the woods beyond it ominous . The wind RUSHES through the trees . Dean leads Chris out through the yard towards a gazebo .we 're a family who loves games . Two other families have properties on lake Pontaco , and they 're way on the other side . Total privacy . Chris is distracted by Walter who prepares the lawn mower in the distance .They arrive at an outdoor patio . Dean stops Chris from stepping on a dead sparrow . 26 .Walter turns to face them . He has that same eerily mild smile . Vacant in its sincerity .Walter nods slowly . Dean gently kicks the bird 's carcass out of their way .

Dean , Missy , Chris and Rose sit with iced teas .MISSY DEANOh , that 's awful ; so young . I 'm so sorry to hear that .Rose holds Chris ' hand .27 .Walter mows past them in the distance .28 .Missy watches Chris ' reaction intently . He is uncomfortable .Chris looks to Rose for help .29 .Georgina brings the pitcher of iced tea around and refills everyone 's glass . Chris tries to thank her with a look . She smiles and avoids eye contact .Georgina has been pouring Chris ' drink too long and his glass has overflown .Georgina snaps out of her daze . She realizes what she 's done and starts to clean .Georgina nods , smiles and walks away . Chris and Rose look at Dean . That was odd . Dean shrugs . A CAR HORN HONKS in front of the house .JEREMY , 29 , rounds the house with open arms . 30 . He 's `` Rich kid intense '' ; handsome and strong with an unpredictable wildness behind his eyes .

One more... So, let me set the scene. I'm a junior ; Ro's a freshman and she has a crush on this guy Connor --

Connor Garfield was on my lacrosse team. Huge guy, like 6' 3'', and crazy, just like `` Looney Tunes,'' right? We had thrown a party --

I think my parents were in Greece or something. We had gotten into their liquor cabinet and we're all shit- faced.

We put water in the bottles so you would n't know. Let me finish. Okay, so I'm upstairs in my parents' bathroom hooking up with Jenny Richardson. Hottest girl in our class.

Thanks. All of a sudden Connor starts banging on the bathroom door, right? I open it, and he's got blood gushing out of his mouth and he's screaming `` Your thith-ter bit my fuckin' thongue off!!!!''

Sure enough, there is a centimeter of tongue meat missing right here.

You've had your chance. He's dating my sister. I ca n't bond with the guy?

Cause, with your frame, your genetic make-up? If you pushed your body, I mean really trained, you'd be a beast.

I'm just saying, if your boy is n't gon na bring his' A' game, we might as well bring Mom up here.

Everyone laughs . Dean pours the remainder of a bottle of wine into Chris ' glass . Their meal is done and they are tipsy . Jeremy pops the cork on a new bottle of wine as he energetically holds court .31 .Jeremy demonstrates and Chris winces .32 .Missy walks out of the dining room into the kitchen . The door swings open and Chris gets another glimpse of Georgina who stands with a kitchen knife and wears an intense and wicked little smile . The door swings shut .Dean exhales .33 .The kitchen door swings open again , and Missy walks back in with a perfect carrot cake . Georgina is gone .He stumbles a little towards Chris and tries to put him in a headlock . Chris stands .Dean is loud and stern for the first time . Jeremy 's eyes flutter , DRUNK and embarrassed . He grabs a wine bottle and goes upstairs ` .34 .

Rose and Chris make hushed love in her bed . A stuffed lion seems to watch Chris . He turns it away .

Rose sleeps , but Chris is wide awake . There 's a buzz in his ear . He smacks his own head and sits up . A soft HOWL of WIND rushes through the room . The CLOSET DOOR CREEKS open . Chris ' eyes drift to the pack of cigarettes sticking out of his camera bag pocket draped on the desk chair .

Chris leaves Rose 's room and walks down the dark hallway . A floorboard creaks under his feet . He turns down the stairs .

Chris gets to the bottom of the stairs . He hears the floorboard creek upstairs . He stops and turns , expecting someone to follow him down . Nothing . Chris continues to walk down the hallway past the pictures towards the kitchen . The basement door is open a crack . Chris peers into it curiously . A stairwell leads down into pitch darkness . Chris shuts the door . A figure now stands at the end of the hallway behind him . He does n't notice . He just keeps going into ...

Chris walks through the kitchen . He bumps into a bar chair moving it slightly . He keeps walking . He continues out the sliding back door of the house .

Chris steps out the back door and takes a cigarette out . Chris looks into the vast night around him . The CRICKETS are deafening . Suddenly , something DARTS FAST across the yard in the distance . Chris peers out into the darkness . The thing RUNS across the lawn again . A moment of terror comes over Chris . He makes out a shape . It 's now running towards him . Chris backs up in fear just as the figure emerges from the shadows and into the moonlight . It 's Walter , the grounds keeper . He passes Chris without noticing . Chris gathers his breath . The kitchen light turns on and floods the backyard . Chris drops the cigarette and stomps it out . He turns back towards the house and finds himself face to face with Georgina , who glares through the window dead in Chris ' eyes . He 's caught . Georgina does n't react . Chris it still . Georgina suddenly exposes her teeth in a frightening grimace . Chris backs away slowly .

Georgina sucks her teeth . She does n't actually see Chris at all . She 's looking at her teeth in the reflection in the window which , front lit , reflects her and the room around her . Outside is invisible .

Chris realizes he 's not caught . Close call . Inside Georgina notices the bar chair has been moved . She moves it back into its original position , and begins cleaning the kitchen cabinets . Chris quietly sneaks around the house .

Chris moves through the living room towards the stairs , the lamp in the middle of the room turns on startling Chris . Missy sits near him ; cat in lap ; almost seductively . He 's caught ; for real this time .

Missy sits in a chair and directs Chris to sit across from her . She pours them both some tea . Chris sits .Missy puts two sugar cubes in her cup . She begins to stir slowly , CLINKING the SPOON softly and rhythmically against the sides of the cup .TING TING . TING TING .37 .TING TING . TING TING .They share a smile .TING TING . TING TING .TING TING . TING TING .The world around Chris slowly goes out of focus .38 .Your Mother 's death to be specific . Were you there when she was hit ?The sound of RAIN AGAINST a WINDOW slowly fades up along with the MUFFLED sound of a SITCOM ON TELEVISION .TING TING . TING TING .

Close on 11 year old Chris ' hands scratches the bed post nervously .His toes brush the carpet as his dangling legs swing off the side of his bed . 39 .TING TING . TING TING .

Chris ' feet try to swing but are too long . He scratches the arm of the chair in Missy 's office .Chris is getting emotional . He breathes deep through his nose .

Young Chris finishes inhaling . The rain hits the window sill .Young Chris takes sip of a juice box .

26 year old Chris sips from an invisible straw .TING TING . TING TING .Chris ' eyelids flutter . He continues to scratch the armchair .TING TING . TING TING

11-year-old Chris scratches through the wood on his bed , splintering the wood . He watches TV from his bed next to some action figures .11-year-old Chris nods .TING TING . TING TING .

Chris nods and cries .Chris nods .TING TING . TING TING .Chris trembles anxiously .41 .He nods . Her empathetic expression turns into a sick smile .TING TING ...Chris ' hand has compulsively scratched open the arm of the chair . His hand stops . His mouth drops and eyes open , frozen .

... TING TING .Suddenly , 11-year-old Chris falls through the bed and floor .END FLASHBACK .

Terror . Chris , 26 again , breathes fast but falls in slow motion though darkness as if through water .TING TING . TING TING .He flails towards a pitch black abyss . He 's illuminated by the fading blue flicker of a large downward facing TV-like screen . On it Missy sits Speaking to him and clinking her teacup . Missy 's voice is everywhere .

Chris ' body sits in his chair motionless . He ca n't move . His eyes are wide open , staring strait at Missy .

Chris continues to slowly fall backwards . Missy approaches on the screen above him . It shows what his eyes are seeing .There is no response . Chris cries . Eventually he slows down and comes to a stop . He lands feet first on a soft ground . This place sounds like it 's crawling with insects . He looks up . He can still see the screen above but it is far away , like the mouth of a deep and expansive well .On the screen , Missy stands . She walks towards Chris ' body and looks down at him through his own eyes .Missy reaches towards the screen and shuts his eyelids . The abyss goes almost completely dark . Now he 's alone in the dark . He cries in terror . Chris hears a DEEP HULKING BREATHING in the darkness .No response .In the darkness , the SOUND OF HOOVES CRUNCHING ON SOFT GROUND approaches .THUNK THUNK . THUNK THUNK .The sounds get louder and louder .THUNK THUNK . THUNK THUNK . 43 .An antlered thing emerges from the shadow . It 's head is that of a deer , but with the flesh stripped off and with mostly its skull exposed .Its eyes glow and flicker faint blue in its sockets . It MOANS A WRONG SOUNDING MOAN ; in hateful anguish . It charges Chris ...THUNK THUNK . THUNK THUNK . THUNK THUNK .The bloody deer impales Chris on its antlers . They both MOAN .

Chris wakes up with a start in Rose 's bed sweaty and heaving . He 's alone and confused . Bad dream ? Headache . The SHOWER RUNS inside Rose 's bathroom . SHE HUMS .DING DINGHe 's gotten a message . It 's a picture of Rod pretending to pour beer in Sid 's mouth . Chris smiles . The batteries are low . He plugs his phone in and puts it on the dresser .

It 's Golden hour . Beautiful . Chris walks through the yard to the edge of the forest with his camera . Chris keeps walking . He looks through a long-zoom lens into the wilderness . He sees a bird and snaps a picture . He turns to the house . Georgina can be seen through an upstairs window knitting . He raises his camera . She 's beautiful . She stands and begins to remove her wig . Then as if aware she 's being watched , she turns towards him . Chris turns away , taking a picture in another direction . He glances back at the window . Georgina is gone . BANG . A sparrow slams against the gazebo and falls to the ground . Startling Chris .He turns away and is startled even more by Walter smiling serenely at him about 50 feet away in the yard . Embarrassed , Chris gathers himself . He walks towards Walter .44 .No response .Walter 's voice is soft and methodical . His eyes remain distant as though he his looking through Chris . Chilling . There is a hidden anger behind his pleasantness .Walter is n't joking .Chris stops walking about 15 feet from Walter . Something does n't feel right .Chris is weirded out .Chris remembers .Chris raises his hand in a timid ` black power fist . ' Walter raises his hand in an open wave .Walter nods . Chris turns and walks to the house . Chris makes pops a cigarette into his mouth . He is repulsed by the taste of it . He looks at it . More of last night seems to come back to him .

Chris enters as Rose finishes blow drying her hair . He 's worked up .She wraps herself up in Chris ' arms . Chris thinks .Out the window , A CAR DRIVES onto the front yard . Rose hears and looks .Chris looks as well . A car parks on the front lawn . A Chauffer gets out and opens the backseat passenger door . A well-trained Husky service dog exits the car followed by JIM HUDSON , 57 . Jim is blind and has slicked back grey hair .47 .

Bird's-eye view . Walter helps direct 12 expensive cars onto a makeshift parking lot on the front lawn . Wealthy guests emerge from each one .

The party is in full swing . The 30 or so guests mingle excitedly . They are all white except for one Japanese man . Through the kitchen window , Georgina fixes food and helps occupy four white children by helping them make Hors d'oeuvres . Rose and Chris get a drink at the bar . They walk through the party . Missy mingles with some guests . She makes eye contact with Chris and winks . He looks away . Chris and Rose are stopped by GORDON GREENE , 68 , and his wife EMILY GREENE , 67 . Gordon is a cute man with a cane and impish excitement . Emily is pretty and birdlike . They watch Chris intently and smile from ear to ear . Gordon shakes Chris ' hand thoroughly .Rose and Chris share a subtle smirk .Chris does .They laugh .

Ca n't quite swing the hips like I used to though. You know, I met Tiger.

If I knew what I know now at your age? Now then I could really play.

Chris and Rose speak to NELSON DEETS , 82 , who 's smiles in a wheelchair with his jaw hanging , and LISA DEETS , 54 , a loose- lipped trophy wife smiles at Chris in a predatory manner . They have Dutch accents .Lisa squeezes Chris ' bicep . A bit too familiar .49 .Rose cackles at the bluntness of the question . Chris almost chokes on his drink . Lisa continues to size Chris up .

Chris and Rose talk to PARKER DRAY , 60 , and APRIL DRAY , 57 . They are an overweight , rose-cheeked tipsy wasp couple . Chris and Rose try to mask boredom and annoyance .As Parker drones on Chris looks around the party . Dean schmoozes animatedly with two couples . He quickly scans the party , finds Chris and points him out . The two couples wave and smile giddily . They had all just been talking about him . Chris pretends to not see this .Suddenly , Chris sees another black guy walking through the crowd . Relief . It is Andre , the jogger from the first scene , but he 's very different than before .50 .He seems glazed-over with the same frozen smile as Walter and Georgina , and wears a particularly square ascot and golfing hat .Chris walks away .

The world cares, April. But it's not a question of physical superiority, it's `` What skin color is more culturally advantageous?''

Fairer skin is has been in favor' the last couple of thousands of years, but the pendulum has swung back again has n't it..?

Andre stands by the bar and makes himself a Martini . Chris approaches him .Andre turns to face Chris neatly . Andre 's voice is completely different from the first scene . There is no longer any trace of an urban dialect . He speaks in a lower pitch and slow , enunciating his words precisely .Chris expects Andre to engage more . He does n't . He just stares at him smiling .51 .PHIL , 65 , a craggy effeminate man with manicured eyebrows , cuts between them .Phil hands his napkin to Andre who pockets it obediently . Phil places his hand on Andre 's back possessively .Chris is let down . Andre is n't what he had hoped .Chris holds out his fist for Andre/Logan to bump . Andre/Logan shakes Chris ' fist and then , realizing his error fist bumps him like it 's the first time . Andre/Logan and Phil laugh and walk away . They join a small group of people who applaud Andre 's arrival . Andre does a little spin showing off his clothes .52 .

That's nice. Logan, I hate to tear you away, dear, but the Wincott's were asking about you.

My life as an African American has been, for the most part, very good. It's hard to be too specific as I have n't much desired to leave the house in a while.

But recently, even when you go to the city, I've just had no interest.

Well yes I am. It's quite like being trapped in a dark room and watching my experiences through a window.

As I said I'm feeling much better now, but you'll all have to proceed without the aid of my marvellous wit ; the whole thing has left me a quite a bit exhausted.

Chris comes back to Rose . He is more creeped out and agitated .Dean projects over the crowd .Everyone applauds and gives Dean their attention .

During Dean 's speech , Chris wanders away from the group .Chris had n't seen Jim Hudson , the blind man , who sits in the gazebo with his seeing eye dog . He is close to Chris , but far enough away from the group that no one else hears them .Chris notices his faux pas .53 .Jim holds a glass up . Chris fist bumps the glass .Jim smiles .54 .Jeremy comes over with his preppy friend , Derrick , 29 .

All of them. Ignorant assholes. They have no idea what real people go through.

Heh. No, you're right. And usually not even that much. That's people.

I know who you are. I'm an admirer of your work ; you have a great eye...

I have an assistant describe work to me. You've got something... The images you capture... so brutally melancholic. Powerful stuff.

I used to dabble myself. Wilderness mostly. I submitted to Nat Geo 14 times before realizing I did n't have `` the eye'' for it ; Began dealing. And then, of course, my vision went to shit.

I know. Life can be a sick joke. One day you're working in a dark room, and the next day - BAM. You wake up in the dark. Genetic disease.

Hello Chris. How's it going...? You can answer. There's an intercom in the room ; I can hear you. 87.

Yeah, sorry about that. If it makes you feel any better, I'm thirsty too.

Right. So, the reason I am talking to you now is so you can understand what is happening to you. I guess your ` understanding' it raises the success rate of this whole thing. Not even sure I ` understand' it.

Hot is n't she? Hot voice anyway, you dirty dog. You're one of the lucky one's. The son Jeremy's wrangling method sounds way less pleasant.

They asked me for my favorite song, which was hard ; I like all types of music. Turns out they really just needed one I knew all the words to : I went with James Taylor's `` You Got a Friend.'' I hope it has n't been too torturous ; that was n't the point. The point is that you learn it, and for us to have that knowledge in common.

Oh right. Okay, let me back up and give you the cliff notes. The Armitages and I are a part of a society. A pretty extraordinary society actually.

One whose sole purpose for many many years has been a search for a very powerful object. Armitage lineage redefined the nature of that search. They proved that the power did n't just exist in that object ; You see, with science the Armitage's created a miracle.

No. Not racist, Chris. We do n't hate you. We want to be you... You are not going to be a slave. You're going to be a vessel.

Missy's hypnosis was merely to sedate you. Oh, that and to prepare you psychologically...

Are you ready...? Drum roll please. Brain transplantation. Some say it could never be done ;

They experimented for centuries, but it turned out re-linking the brain to a foreign central nervous system was impossible. The nerve connections are far too intricate and delicate.

Dean's the only guy who really gets the science. He's the one who discovered that full brain transplantation is n't actually necessary to transfer the soul, and that partial brain transplantation solves the little nerve ending problem.

Okay so... You see the blue part? That's the piece of your brain that's all rooted in the nervous system. So that stays ; keeping those tricky little connections intact. The rest is discarded. Then they'll remove the red part of my brain from my skull and put in yours. Your `` blue'' and my `` red'' basically absorb each other. And apparently the brain heals surprisingly fast, so assuming everything goes as planned, we should be up and functioning in a couple weeks.

Your red part? It'll be discarded, but do n't worry. You wont be gone. Well not completely. You'll still be in there somewhere ; limited consciousness of course ;

you'll still be able to see and hear but your existence will be as a passenger... an audience. You will live in...

Yes. That's what she calls it. Good! So you understand, I'll control the motor functions, the will of our body, effectively MAKING ME --

As far as the world is concerned. It's still a pretty new operation. Some kinks. We're supposed to stay away from flashes of light for example. They can trigger a `` momentary lapse in control of motor functions...''

Well, because you get the highest bids. For the last decade or so anyway. I wish it was less simple than that, but it's not. You're in fashion, baby!

Honestly though, personally..? I could n't give two shits about race. I do n't care if you're black, brown, green, purple... whatever. What I want is so much deeper : Your eye, man. I want those things you see through.

Chris and Rose play badminton against Jeremy and Derrick . A gaggle of party guests watch , entertained . Chris is actually having fun . He swings big but misses the shuttlecock .55 .Chris serves the shuttlecock hard . The following rally is long , captivating the crowd . Chris ends it with an impressive diving swat . Derrick misses the return and the crowd goes wild . Chris throws his arms up in celebration .Chris is about to serve . He scans the crowd of beaming faces . Everyone is rooting for Chris . They love him . Chris scans the crowd . It 's too much .Chris gives his racket to Gordon Greene .

Chris slips past several small groups of guests mingling . He goes up the stairs to the second floor . As soon as he are out of sight and earshot , the mingling guests stop in mid-conversation . Everyone in the room waits and listens to CHRIS ' FOOTSTEPS above . It is now clear that their conversations have been fake . They are all hanging on Chris ' actions .

Chris exits the bathroom in Rose 's room . The bed is made . He picks his phone up from the dresser . It 's unplugged and out of batteries . That 's odd . He plugs it in again as he hears a CREAK down the hall .

Chris leaves Rose 's room . A door at the end of the hallway is a crack open . Chris slowly walks down the hall , and peers inside . A couple lacrosse trophies and one for ju-jitsu . Jeremy 's room . Movement inside . It 's Georgina making the bed . The door creaks alerting her of his presence , she turns slowly . Before she sees him he walks quickly back to Rose 's room just as she comes upstairs .Chris waves for her to join him back in her room .

Chris speaks quietly and frantically to Rose .Rose sighs . `` Not this again . ''57 .Chris sits on the bed and rubs his forehead .Rose leaves a little annoyed .

Rod eats a cheeseburger and watches a true crime show on Chris ' couch with Sid the dog . His PHONE RINGS .INTERCUT WITH :

Chris is alone in Rose 's room . He peers out the window .58 .Chris laughs .Rod laughs .Chris hangs up and brings his phone with him . He opens the door . Georgina stands right outside it , eerie smile and all . Chris is startled .Georgina 's voice is shaky and careful .61 .Georgina eyes get lost for a moment . There 's a pain behind her smile .

Chris walks back into the back yard where Dean entertains seven people Chris has n't met . They turn as Chris approaches smiling eagerly . They all seem to share a private joke .Each couple - DAVID and MARCIA , RONALD and CELIA , HIROKI , FREDRICH and JESSIKA - waves as they are named .The couples all laugh nervously .Chris pans the crowd who all give him their undivided attention . The silence is long . Chris sighs . He looks for Rose . She is off talking to someone .62 .They all smile like hungry vampires . Chris is very uncomfortable with this unprovoked group interrogation . Andre/ Logan and Phil approach .Andre/Logan is a little caught off guard but dives in .The crowd chuckles . Chris takes out his phone .With the attention on Andre/Logan , Chris subtly backs away from the conversation . He raises his phone toward Andre/Logan and the group and snaps a picture . The FLASH POPS .Everyone turns to Chris . Andre/Logan steps forward and looks at Chris oddly ; His head cocks a little and his peaceful expression drifts slowly to maddened horror . Some of the party guests gasp .Andre/Logan drops his glass and stumbles towards Chris . Chris backs up , but Andre is already up in his space .63 .Andre/Logan 's voice is higher and scratchy , like it was in the first scene .Andre/Logan grabs Chris by the shoulders and screams shrilly . Blood trickles out of his nose .Phil and Jeremy grab Andre . They have to pry Andre/Logan 's grip off of Chris . When they do Andre/Logan screams bloodcurdlingly . It takes all their strength to bring him into the house . Missy and Dean follow .

Do you find that being African American has more advantages or disadvantages in the modern world?

Rose sits on the couch . She 's been crying . Chris comforts her but is clearly traumatised . A few other concerned guests mill around . Dean enters everyone gives him their attention .The flash on your phone must have triggered it . Andre/Logan enters with stands with Missy and Phil to a smattering of concerned applause .64 .He addresses a group in his lower pitched `` Logan '' voice .The group grumbles .Thank God you and Dean were here to calm me down .The group chuckles .65 .Chris is skeptical . Missy shows Phil and Logan out . Andre and Phil leave .He gives Chris and Rose sparklers and to other people who light them .Rose takes Chris ' hand .Rose grabs Chris ' hand and leads him out the front door . The party guests in the living room , Dean and Missy included , go silent . As their sparklers burn they approach the window , watching Rose and Chris leave the front yard .

With Chris and Rose are away , the party guests have all gathered in the back yard facing Dean who stands by a large picture of Chris on an easel . Everyone is silent . Dean raises his hand and makes numbers with his fingers : `` Three and three . '' Several party guests raise their hands . Dean points to the Waldens . This is an auction .

Dean raises his hand again making more numbers with his fingers : `` 4 , 5 . '' Gordon Greene raises his hand . Dean points to him accepting his bid .

Rose cries .Chris thinks silently .He 's silent . Rose wipes her tears .68 .

The auction is flying now . Dean 's hand signals are going fast . It 's down to three couples . Dean signals `` 5 , 6 . '' Mr. Greene raises his hand . Dean points . Dean signals `` 5 , 8 . '' Mrs. Deets raises her hand . Dean points . Dean signals `` 6 . '' Jim Hudson raises both his hands and signals `` 10 . '' His chauffeur stands beside him whispering in his ear . Dean points at him . Dean scans the crowd signalling `` 10 , 2 ? '' `` 10 , 2 ? '' The crowd looks around . No one is challenging . Dean smiles . Finally Dean bangs his fist onto his open palm and points to Jim Hudson . Jim 's chauffeur whispers in his ear . The guests clap in a mixture of delight and disappointment .

Chris and Rose sit watching the sunset over the lake . Chris kisses her hand . He hears the faint APPLAUSE in the distance . He looks in the direction of the house .Chris cries . Rose embraces him .They share a moment of pure love .The two get up and walk back toward the house .

Chris and Rose approach the house as the last of the guests get into their cars and drive off . The fireflies are out .The guests wave to Dean and Missy , who stand at the front door , and then to Chris and Rose . Lisa Deets , the trophy wife , is tipsy . Nelson is in their car . 70 .Chris and Rose wave .Chris laughs . Walter shuts the car door behind Lisa . Walter stands pleasantly watching the cars leave . He turns to Chris with the same ` ol smile . Chris and Rose enter the house .

Sink running . Chris washes his hands and looks in the mirror . His phone SIGNALS a text message from Rod . It 's picture from the internet of witches in a circle around a man being sacrificed followed by the text message . `` You dead yet ? '' Chris texts back . `` Bruh , you have no idea . '' He finds the picture he took of Logan/Andre on his phone and sends it . Moments later , his phone vibrates .INTERCUT WITH :

Chris ' phone lays on the dresser plugged in . He 's in a hurry now . He packs his small bag and looks out the window . One car remains parked in the designated parking area . It 's the first to have arrived for the party : Jim Hudson 's . The driver brings the dog to the back seat . He gets a green envelope from the glove compartment and brings it to Missy at the front door . She accepts it silently . The driver drives away without Jim . Chris goes to leave Rose 's room . Her closet creaks open . Chris sees a framed picture of Rose inside . Not quite knowing what he 's looking for , he goes to the closet . The picture is a frightening one . Rose is one of the witches in a high school production of Macbeth . It 's on top of a red shoebox that has the drama/comedy masks drawn on top of it . He takes it off of the shelf . Inside is a pile of pictures . On top is one of Rose dressed as Juliet in a high school play . The next one is of Rose at 13 playing Ms. Hannigan in Annie . Chris flips through a few more pictures of Rose at different ages in different class plays . Finally Chris comes upon a photo printed from a computer . It 's a selfie of her and some other black guy . The picture is almost identical to the one she took with Chris before the ride up . Under the image are written the words . `` X-mas 2014 '' Stunned , Chris flips to the next picture . It 's another romantic selfie , this time with a different black guy . Underneath , the caption `` Memorial Day 2013 '' He continues flipping through the stack of pictures of Rose with 8 different black guys . The last one is a picture of Rose with Walter . In it she kisses Walter 's cheek intimately . `` Thanksgiving 2009 '' Walter looks different in the picture . He is n't smiling vaguely ; he 's got swagger .Rose stands there in the doorway behind him . Chris subtly drops the pictures back in the shoebox .Rose points to her desk . He grabs his bag and the camera .Rose is truly distant for the first time . A different person . She is methodical and emotionless . The jig is up , and now she is now phoning it in .Chris walks out the door , leaving Rose .73 .

Rose follows Chris down the stairs .Jeremy stands near the front door twirling his lacrosse stick . Dean and Missy sit in the living room .The family is silent . Missy 's glare pierces Chris . He avoids eye contact .Dean hits play on the sound system . Darkly valiant classical music begins . He standing in front of the fireplace . 74 . Lost in the fire , Dean begins conducting the music .Rose lamely rummages through her bag .Chris starts toward the door , but his path is blocked by Jeremy swinging at air .Rose backs away .Chris makes a run for the door . Missy CLINKS the cup with her SPOON .TING TING . TING TING .76 .The world instantly blurs around Chris . He begins to fall . He sees a flash .

Chris falls through the abyss towards ` The Sunken Place ' again just like when he was hypnotized . The blue screen above him shows what his open eyes see . It 's his own perspective falling to the floor . CRASH ! The screen now shows the living room ceiling . Jeremy leans over him .Chris continues to fall slowly further from the screen above which continues to show his body 's POV as it is being lifted by Dean and Jeremy and carried out of the room .A DOOR CREAKS open . Chris ' body is taken downstairs into the darkness . The screen in the abyss goes dark .Chris sinks , his screams are enveloped by the pitch back .

Rod sits by the bag x-ray but stares into space distracted by thought . GARY ( 40 ) a condescending supervisor snaps his fingers in Rod 's face .78 .

It's Chris. I'm away from my phone or I just do n't want to talk to you.

Hey, it's Chris. I'm away from my phone or I just do n't want to talk TO --

Rod opens dog food while he calls Chris .Rod hangs up . He places Sid 's bowl down . Sid does n't eat . Instead Sid looks back up at Rod and WHINES .

Rod sits at Chris ' desk in front of his laptop . Sid sits on Rod 's lap . Rod types `` Andre Hayworth '' into the search engine . Images of Andre come up . Rod finds an article entitled : `` What Happened to Andre Hayworth ? '' under in bold `` Brooklyn Native Goes Missing In Evergreen Hallow . '' Rod 's eyes go wide .79 .

Chris wakes up with a bump on his head . In front of Chris , a deer 's head is mounted above an old-school floor-standing television . Behind him , a goat 's head is mounted under a taxidermy owl , wings spread . His arms and legs fastened to a leather upholstered chair in the middle of a small dark room full of board games . Chris pulls at the straps that bind his arms and legs .Chris tries to gnaw at the harnesses , but they are too thick .Chris looks around .The television screen turns on . Chris watches intently . The image of deer walking through woods comes on . The words `` YOU 'VE GOT A FRIEND by James Taylor '' comes up as the song starts to PLAY . It 's a forest-themed karaoke video . Chris is confused . He tries to slip out of the binds again drawing blood on his wrists .

Rod sits at a desk with Sid on his lap.. DETECTIVE LATOYA 50 , African American enters . She looks like she 's been doing this way too long . She speaks to someone outside her office .... Then he should 've gone back up there and made sure everything was accounted for .Latoya shuts the door and sits at her desk . She begins opening and eating a bag of cashews .He gives her time to write the name which she does n't do . She just stares at him .Latoya points to Sid DETECTIVE LATOYA That 's Sid .Rod takes out his phone and scrolls to a photo of Andre .

DETECTIVE LATOYA ( CONT'D ) ` Cause hey, look ; how about this? If you record the evidence, you're responsible for it.

You know that TSA issues should be brought to your authorizing officer, right?

Please do n't call me `` ma'am,'' or we're not gon na get along. How can I help you, Rod Williams from the TSA?

-- I'm gon na stop you right there. Now you know the minimum amount of time without contact before you can file a missing persons report IS --

Two detectives , Garcia , 37 , and Drake , 43 , stand behind Latoya .The officers are all riveted ... Then ... All three detectives laugh . Rod is not being taken the slightest bit seriously .83 .They laugh even harder .

So, I do n't want none of you sayin' I do n't do nothin' for you... White girls'll get ya every time!

Rod sits by the window with Sid . He looks out over rooftops and thinks . He picks up his phone and calls Chris again . He knows Chris wo n't answer . Then --Rod is taken off guard . He almost drops his phone .INTERCUT WITH :

Rose stands by the dining table on Chris ' phone . Rose starts to cry .Rose is silent .Rod knows she had something to do with it .85 .He opens up ` Garage Band ' on Chris ' computer and puts the phone on speaker , recording her .Rose is silent . Then ...We now see Rose 's family standing in the living room behind her . They watch her operate .Rod is put on the spot . He becomes extremely uncomfortable .86 .Rod hangs up in a panic . He looks at Sid helplessly . Rose 's flirtacious smile goes blank . She places the phone on the dining room table and looks back at her family . They watch in approval .

`` You 've Got A Friend '' plays . Chris , still strapped to the chair , hangs his head in resignation . Eyes shut , he sings along .The song is over . After a moment . Chris begins to sing the opening guitar lick . He gets a couple notes before realizing he 's singing alone . The television in front of Chris flickers off and then back on to the image of a tea cup comes into focus on the screen . A spoon comes into the shot and clinks the side of the cup .`` TING TING , TING TING ''Before he can react , Chris falls asleep . Later ... Chris wakes up bald . Static snow clicks fills the TV lighting the room . The image clicks to that of ...

Jim Hudson , also shaven , sits on a hospital bed . And faces Chris through the television .Jim smiles .Jim holds up a Color coded diagram of the human Brain . There is a big red part that takes up 80 % of the image . The other 20 % is blue and located near the lower back of his skull .Jim is disappointed in the question .Final hope sinks from . Chris shoulders .The television turns off . Chris clenches his body trying to pry free from his restraints , before his shoulders collapse with exhaustion . He lifts his head to a rip in the leather arm of the chair revealing its cotton stuffing . He looks at the cotton . We see Chris make a difficult decision .Chris ' head hangs , asleep . His lips are dry . Chris wakes up . The Television turns on . On the screen , a woman 's hand holds a tea cup . With a spoon , she clinks it . We do n't hear it though . We still hear nothing but the HEART BEAT .Before Chris can finish SCREAMING , his eyes widen . He goes limp -- unconscious again . Rose enters wearing a white and black nurse 's outfit with a red cross on the chest . She rolls a medical table into the room . She draws a dotted line across his forehead and around to the back of his scalp . Then she unstraps his arm and prepares it for an IV . She inserts the needle . She goes to put earbuds connected to an ipod in his ears but sees the arm of his chair has been stripped open . She looks at Chris . Cotton makeshift earplugs have been stuffed in his ears ! He 's not really hypnotized ! Rose tries to scream but Chris grabs her throat with his free hand and squeezes . The HEARTBEAT quickens . Rose pleads , but we do n't hear her .Chris chokes her . Tears stream down his face .Rose convulses . She scratches his hand and cheeks . He 's too strong . She stares at Chris ' eyes as her consciousness fades . Then , through the agony , her face curls into a twisted smile . She 's having fun . Psycho . Rose goes limp in Chris ' hands . Chris takes the cotton out of his ears . We can hear again . `` You 've got a Friend '' plays on the earbuds of the ipod .

Earbuds also rest in Jim Hudson 's ears playing the same song . He lies unconscious on one of two operating beds in the center of the room connected to an IV and heart monitors . A bright medical light shines on Jim 's shaved head which also has a dotted line around it . The other bed is empty and has a light shining on it as well . This bed is for Chris . Dean stands in a black and white robe with a red cross in the middle , his palms upwards in silent prayer near some ceremonial candles . Jeremy watches his father . They are unaware of what 's happening in the Medical room down the hall . Dean finishes his prayer .Jeremy hands Dean a circular surgical saw .Jeremy leaves as Dean begins to saw into Jim 's cranium .

Chris finds an old badminton set . Jeremy exits the room briskly and walks down a dark hallway . He turns into the games room and finds Rose 's body . Jeremy 's eyes go wild . He turns as Chris emerges lunging from the darkness with a badminton racket . Before Jeremy can scream , Chris slams him in the face with the metal side of the racket . He pulls Jeremy inside and shuts the door cutting off the sound from outside . Jeremy wilts in pain . Chris whips him over and over warping the racket to a crumpled bloody mess .

Dean finishes sawing the top of Jim 's skull off . He removes the cranium preciously exposing Jim 's brain .Dean walks to the doorway . Dean scans the dark hallway . It 's quiet .Chris emerges charging from the darkness with Deer 's head in his arms . He punctures Dean through his neck and shoulder with the antlers . Dean and stumbles back into the operating room , deer 's head attached .His call to Missy devolves into gargles . Dean falls knocking the unused bed over along with some candles . The bed has caught fire . The fire grows fast .

Missy takes a whistling tea pot off the stove and pours herself a cup . Georgina sits nearby knitting . The window , like before reflects the room around them . She sniffs the air . She is suddenly afraid . She turns off the light illuminating the back yard . Walter runs back and forth in the distance . She turns the light back on again . Chris ' reflection is now behind hers . He looks savage ; covered in blood . Georgina screams and runs out the back door . Chris heads to the door , but sees his phone on the dining room table . He goes for it .

Chris runs through the dining room and finds his cell phone on the dining room table . Chris picks up his phone and presses the power button . The loading screen comes up . Chris grunts with frustration as he hears a creak behind him . It 's Missy , now in the kitchen doorway behind him holding her teacup and spoon . She begins clinking her tea cup ... TING ... Chris knocks the cup out of her hand spraying hot water on her chest and face . She screams . The cat bounds off the dining room table at Chris ' face . Chris punches it out of the air . This has given Missy enough time to grab a knife . She lunges at Chris screaming psychotically . Chris ca n't pin her down . She slices his hands . Chris grabs the tea pot and cracks her in the head with it . She falls . He hits her one more time . Done . The cat slinks out an open window .

Chris runs towards the front door . Before he can open it , he hears a footsteps running upstairs from the basement followed bloodcurdling scream from back in the kitchen :Jeremy bursts though the dining room and pounces on Chris ' back . The two roll around . Chris throws his elbow back at Jeremy who blocks it and uses it to put Chris in a choke hold from behind . Chris slams the back of his head into Jeremy 's face . He does it again , and again , and again . Jeremy squeezes tighter . Chris , about to pass out , reaches into Jeremy 's pocket and pulls out his keys . He scrapes them deep into Jeremy 's eye . Jeremy screams in pain and Chris wriggles out of his grasp tripping him with an improvised Judo throw . Jeremy lunges at Chris again but slips on his own blood banging the back of his head on the coffee table . He 's out .

Chris begins to run but then sees the beige sports car we recognize from the opening scene . He looks at Jeremy downed in the doorway and then at the keys in his hand . Moments later ...

Chris is in the driver 's seat . The tubular metal helmet sits next to him in the passengers seat . His phone finally turns on . There is a very small amount of batteries . He turns the ignition . The English to French tutorial comes on .Chris peels off , driving fast through the field into the night . He dials 911 .911 OPERATOR911 emergency , I 'm at the home of Dean and Missy Armitage -- Chris looks in the rearview mirror as the house gets smaller behind him . All of a sudden , BAM ! The car slams into and over Georgina , who , in the night , seems to come out of nowhere . The phone falls .He drives on a few more seconds on a flat tire but then stops the car . Chris breathes heavy .Chris puts the car in reverse and drives backwards beside the motionless bloody heap that is Georgina .He looks back at the house which is now filling with smoke . Chris quickly gets out of the car and lifts what 's left of Georgina 's mangled unconscious body into the passenger 's seat of the car . He shuts the door and gets in the driver 's seat . He floors it . After a moment of driving , Georgina 's eyes open and she rises . The wig slides off her head revealing an old surgical scar around the top of her head . Chris has n't noticed her yet . He reaches for his phone .Annoyed , Chris turns off the sound system just before Georgina grabs his face and scratches it .Chris , veers the car into a tree . Georgina ` s head hits the windshield hard and bursts open . She 's dead . So is the car . A bullet hits the rear view mirror . Jeremy stands in front of the smoking house with a hunting rifle . He 's soaked in blood .Chris looks at Georgina 's body . Georgina was Grandma .Walter , the grounds keeper , rounds the house at top speed . Walter is grandpa and he 's so fast .Chris crawls out of the car as Walter/Grandpa sprints across the front lawn strait at him . Walter 's hat flies off revealing the surgical scar around his head like the others . Jeremy shoots again , and it grazes Chris ' side . Chris runs through the trees . Walter/grandpa closes the gap quickly . Another shot hits a tree . As Chris reaches the road , Walter/ Grandpa pounces like a jaguar and rolls him over on his back . He pushes his thumbs into Chris ' eyes .Jeremy arrives behind them crying .Jeremy tosses the rifle . Grandpa catches it and holds it up to chris ' head .Chris , blinded , raises his phone to Walter/Grandpa 's face . He takes a picture , flashing strait into Walter/Grandpa 's eyes . 97 . Walter/Grandpa does n't shoot . Instead he looks up . Jeremy is confused as to why Walter/Grandpa has stopped .Walter/Grandpa spins and gathers his bearing . His eye is cocked and blood trickles out of his nose . He let 's out a PAINED MOAN reminiscent of the deer 's .Walter/Grandpa shoots Jeremy in the chest . He falls . Chris , on his back , pushes himself away . Walter/Grandpa sees Chris ' scurry . He turns looking mad .Walter/Grandpa raises the gun under his own chin and shoots himself through the head . He falls . Approaching sirens blare in the distance . Chris lays in shock . It 's over . Just then a hand grabs Chris face ! Jeremy 's still alive ! Blood pours from his mouth .They both go for the gun , grabbing it at the same time . They roll around in the grass . Chris ends up on top . He bludgeons Jeremy over and over with the butt of the gun into the ground . Chris is lost in violence . 2 police cars pull up . He drops the gun .Chris , covered in blood , raises his sliced hands .He is violently swarmed by officers . The house burns . 98 .

Hands! Hands! Get away from the weapon/ Show me your hands! / Hands! Hands!! Get on your Knees! / Hands! Hands! / Goddamn Hands!!!

Rod sits down opposite Chris who wears a prison jumpsuit and smokes a cigarette . Both of them look like shit . Rod is gaunt with circles under his eyes . Chris ' hair and beard have grown in . There 's a long silence .They 've clearly had this conversation many times before .Rod knows he 's been defeated .Chris is at peace . He takes a long good drag of his cigarette then gets up and leaves .

Two GUARDS escort Chris back to his cell . He WHISTLES `` You Got A Friend . ''THE END

CLOSE ON a Horimono Tattoo as it is being drawn into flesh . The ink is needled into the surface of the skin , raw and bloody , the needled brush tapped with the precision of ritual . The tattoo is in the style of a Kuniyoshi print : Miyamoto Musashi thrusting his spear into the writhing dragon . The image has beauty but retains the violence required to saturate flesh with art . The skin canvas shifts uncomfortably with the needle - work .PULL BACK to reveal that we 're in .

I know you did n't just disrespect me, did you? You that fucking stupid? You disrespect me, and I'll tattoo this ceiling with your fucking brains!

You're lucky. I ca n't kill you'til you finish this thing. Gim me that mirror! How's it looking?

A ninja? Are you kidding me? That's the word you're afraid to say? Ninja?

Listen. you do n't have to do this! Whatever you're getting paid, I'll triple it! You hear me! I'll pay you whatever you want! Just name your price!

A place of designer furniture , beautiful girls carrying towels , tea and cigarettes . Dozens of Yakuza look on as the process continues , sleeves rolled up or shirts off to expose the lavish tattoos that cover their torsos . HOLLYWOOD , the young Yakuza member , is getting his first tattoo , a relatively small one on his back . He grabs a bottle of sake and suckles it like a baby .The old tattoo artist continues tapping his brush . Maybe a little harder .Hollywood whips his gun out and jams it under the old man 's jaw .The old man speaks with a kind of deference honed through years of service to men like Hollywood .Hollywood smiles .Goons and girls all cluck their tongues in chorus . Hollywood peers at the new tat through the mirror . He whistles approval as Yakuza One enters carrying an origami envelope .He opens the origami envelope , then hesitates at what he sees .He pours the contents out into his hand .He tastes it .The tattoo master drops his brush . It clatters to the floor .The artist barely nods .His eyes pool with fury at the memory .He pulls open his robe , revealing a hauntingly beautiful tattoo of a Shinobi demon thrusting its blade into a lump of scar tissue at the center of his heart .Hollywood peers closer at the dark figure of the demon .As he starts to laugh .His laughter is infectious .His Lieutenant laughs hard with him until the top of his head disappears , sliced off from his jaw up , leaving his tongue wagging in space . Lights shatter around the room . Chaos ensues . The panicked screams of the fleeing entourage co - mingle in chorus with gruesome death rattles of Hollywood 's foot soldiers as one by one , they are eviscerated . There 's a RUSH of movement , more felt than seen . The whistle of swords through the air . Cries and screams . Guns that fire suddenly and are just as suddenly stilled . STAY on the face of the Tattoo Master , barely visible in the thin trace of moonlight from a nearby window . Frozen . Immobile . As the killing continues around him . Then : silence , broken by the sound of heavy , desperate BREATHING , and a MATCH being struck by Hollywood who looks up - - and sees a dark figures standing before him . Everyone else is dead . Only he and the Tattoo Master remain . The figure regards him with still silence . For perhaps the first time in his life , Hollywood is terrified .Their answer is silence . Hollywood sees his guns nearby . With a desperate scream , he THROWS the match in the air as he DIVES for his guns , grabbing one in each hand . There is a whistle of metal and suddenly his severed hands are tumbling gracefully through the air . The blade swings again , slicing through his body as if it were barely there , coming out the other side as - - Hollywood 's body erupts as it falls in two pieces , splattering the artist with blood . The match touches the floor and goes out . The Tattoo Master does not move , has not moved . Frozen .After a moment , the ninja emerges into the moonlight , the way a shadow coalesces into a panther gliding from the dark to inspect its kill . The artist does n't move , but his eyes widen , his heart pounding in his ears .The ninja walks towards him , his steps soundless . He crouches down , his eyes taking in the old man 's tattoo .There 's the shing of a sword being unsheathed . The artist closes his eyes , anticipating death . Silence . He waits for the death blow . It does not come . He finally forces himself to open his eyes . The ninja is gone , having departed as silently as he came , leaving death and blood in his wake .

The irezumi does not hide the skin, the tattoo reveals the nature of the man and illuminates the four noble professions in the Book of Five Rings : the Warrior, the Artist, the Merchant, and the farmer. If there is a conflict between the needle and the skin, between the mark and the man, then perhaps the path you have chosen is not the path for which you are suited.

There were many with him and they laughed like you laugh now. Then it came from the shadows and their laughter was drowned in blood. You can not bargain with what is coming. You can not reason with it. Because it is not a human being. It is a demon sent straight from hell that will never stop until you are dead.

That night, one of their blades struck here. I should have died, but for an accident of birth. My heart is here, on the other side.

For fifty - seven - years, I've told your story. No one ever believed me.

A roll of toilet paper drops into a cart . PULL BACK to REVEAL RAIZO , 20s , slim and sinewy , his expression distant , almost haunted . He considers the toothpaste options for a moment , then drops in one of those too . Moves on to food . Turkish Muzak plays in the background , a Beatles song , `` Helter Skelter '' by way of Turkish musicians . Other SHOPPERS cruise past in their own private quests . Raizo gets quick , easy bachelor food : six eggs , a single stick of butter , several handfuls of noodle packages .

Raizo waits while the CHECKER - a pretty young woman - tallies up his groceries .Raizo shakes his head to all three .She winks at him . Very cute .No smile . No emotion in Raizo 's face . He pays in cash . He picks up the bag and starts away when -And he exits .

I get off at seven. You could come by, let me make you a proper dinner!

So if you're not a student, and you're not a tourist, and you're not here to work. what are you doing?

Ms. Ali, my privacy is very important to me. If you enter my apartment again without my permission, I will leave your building.

You should n't do that. It's against the rules. If they catch you -

The clans have three kinds of people! People with power. People with money. Or people hunting them.

Does not matter. Just get as far away from here as fast as you can without drawing attention.

Ninja only kill two kinds of people. The first kind has power and money. The other kind is trying to stop them.

Get undressed. Shower. Do not use the hotel soap. Or any towel. Do you smoke?

It's too late. All that matters is the Rihla. Get the manuscript before they get here.

The breath I take after you are dead, will be the first of my life.

Ancient gateway between Asia and Europe . Minarets thrust up from the tangled streets into the bright Aegean sky . The street is crowded with bicycles , cars and motorcycles as Raizo makes his way down a narrow sidewalk .FLASHBACK - INT . ORPHANAGE OZUNU HOUSE - NIGHT We 're in a heavily shadowed room , lit with flickering candles as an older man , OZUNU - hard - edged and unforgiving - talks to his clan .Beside him is a ten - year - old boy . His expression has the weight of stone .He pushes the boy forward .The clan mummers `` welcome Raizo '' , bowing their heads . One head remains upright , looking him in the eye . A girl roughly his own age . Her name is Kiriko .

you must never, ever forget who you are, how you came to be. You are Ozunu. You are a part of me as I am a part of you.

This is the truth of your lives and it will remain true after death.

This is my new son. I have given him the name Raizo. Welcome him as your brother.

On the street. Abandoned by your parents. Without a home. Without people to care for you. You should have done as most children do, and gone quietly from this world, to the next.

But, instead you fought. As you did here today. You fought. And you won.

Scars are the calligraphy of violence, Raizo. They inscribe the story of one's life. You survived because you are different. You are special. That is why you are here. That is why the Great Current, which flows beneath all life, carried you to me.

You must become shadow ; Your scent nothing but wind through trees.

Hunger and thirst, your bowels and breath, even the blood in your veins, are the body's weaknesses.

You must hate all weakness. Hate it in others, but most of hate it in yourself.

Hone your body. Sharpen your mind. Become the weapon you will need to survive.

Did Takeshi's blow hurt you? You think this is pain? You are mistaken.

These next five years will be the most important of your training.

This is the law of the Nine Clans. This is the way of the ninja.

Your entire life has brought you to this moment. Do not fail yourself. Do not fail your family.

Keep it. It will remind you that every minute of your life is a gift that I have given you.

You have made me proud tonight, Raizo. There are some who believed you would fail, but I knew you would not.

You have a strength inside you Raizo. You must use that strength, now to show me that you are truly Ozunu.

A daughter that turned her back on her family. She tried to run. Takeshi hunted her down.

A child of mine, my daughter, betrayed us. She refused these gifts. Rejected our clan.

You are Ozunu. Your life is meaningless compared to the survival of the Clan. This is our deepest truth. Because of it, we have endured for hundreds of years, and will endure for hundreds more.

Weakness compels strength. Betrayal begets blood. This is the way of the Nine Clans.

I have waited many years for this moment. I have dreamed it, many times.

You will suffer for seven days, one day for each year you defied me.

For seven days, we will. take. from you, as I have just done. Everyone here will take from you. Piece by piece. You will live through it all, you will feel through it all. You will watch as the birds fight over the pieces.

Your death will be remembered for a thousand years as a testament to the will and strength of the Ozunu Clan.

You have not forgotten your training. You will always be mine, child.

MIKA CORETTI , 30 's , high - energy , a force of nature in human form . She enters EUROPOL AGENT RYAN MASLOW 's office carrying an armful of reports .Sets her pile down and she hands him one folder from the ton .Her eyes tell him .He chuckles . She 's not laughing .He eyes her .

Does that evidence include photos of the Loch Ness monster as well?

What's the problem? Come on Mika, it's like one of those questions on an IQ test, which of these does n't belong ; laptops, space shuttles, nanotechnology, ninjas.

All I'm asking for is an hour. That's all. Give me an hour and if you still think I'm chasing UFO's, I'll walk out and you'll never hear another thing about them.

You're excited, Mika. You know I get nervous when you're excited.

Korean queen, late eighteen - hundred's. According to you, she was off'd by one of these ninja clans.

So you start to wonder, in this ever changing world, if the cost of a man's life has remained constant.

Look, no one's denying the historical record, Mika. But the whole idea just does n't fit in with a modern world. It's like one of those questions on an IQ test : which of these does n't belong in this sentence : laptops, space shuttles, nanotechnology, ninjas.

Course I can, but you tend to hear more interesting things if people do n't know you can understand what they're saying.

Not the way I was raised. My dad always said, being a cop has nothing to do with a clock. It's a consequence of consciousness often interpreted as desire.

How do you know what the police report says? You're not still requisitioning evidence with my clearance codes, are you?

It was written during the height of the Cold War by a high ranking KGB agent named Aleksei Sabatin. In it, he raises the possibility that several political assassinations were conducted by an ancient but very sophisticated network he calls the Nine Clans. Mind you, he does n't call them ninjas.

Same thing that's going to happen to me, if I keep hanging around with you - booted out of the service for mental instability.

But I can guarantee you that it has nothing to do with the fact that you're the most attractive researcher that I've ever worked with.

Last night I'm working late and I get a visit. Guy named Zabranski. Works upstairs for Internal Affairs. Just drops by. In the neighborhood - cup a sugar - how ya doin - kinda thing. Asks what I'm working on. Oh, this and that, usual blibbity blab, I tell him. Then he smiles and says -

I do n't understand what is really going on, but I'm smart enough to recognize a warning when I see one.

Why? It's obvious. If your little fantasy has even slightest chance of being real, then these Nine Clans would have some pretty major juice protecting them.

We are going to tip - toe, very carefully from here on out. You understand? You do n't do anything else without checking with me. Got it?

Explain something to me first. Where is this obsession coming from? What started this whole thing?

When you were slapping my code all over town like some phone number in a bathroom, did you happen to notice the classification code on the cases you were digging through?

Right now there are people from internal affairs, CIA, Homeland Security and for all I know the Martian Fucking Military in my office tearing the place apart. I do n't know what they're looking for but I think you do.

So you requisitioned this by accident. You used my code which is why you did n't want to show me this. Which is also why they're tearing apart my office right now.

Very noble of you but I've got the feeling this is n't a slap - on - the wrist kinda consequence. Let me take this and try to make some sense of this shitstorm you started. In the meantime, you will not say anything to anybody. Capiche?

Come on Mika, how could he take something that did n't exist? He could n't. Which means that I could n't copy it either, and if I could n't copy it than I ca n't be violating international laws and agreements by still having it.

Do n't fucking argue with me, Mika. I trusted you. Now you've got to trust me.

This is the bad end. This is the end you hold. Point, shoot, run like hell.

I'm going to try to find some help. Until then, I need you gone. Do n't tell anyone where you're going, just go. Use this phone to text me when you get there, or if you have any problems.

I know. It's unbelievable. I've investigated, world bank officials, drug cartels, arms dealers, and I've never faced this kind of heat. For ninjas. Fucking unbelievable!

Trouble? You miss jury duty you're in trouble. You're in some kind of bottomless pit of deep shit.

I do n't think so. We got reports from Washington, London, Osaka all tagging your boy. Only problem we have is where to extradite him first.

We must respect the jurisprudence of the regional government and corresponding law enforcement agencies.

No? You ever heard of Stockholm Syndrome I'm getting the feeling I'm looking at a pretty serious case of it.

He's a killer, Mika. Were n't you the one telling me it was our job to stop him.

You're not saying anything worth hearing. Look, if want to do the insubordination tango, let's go, but not in front of the kids okay? Boys, give us a minute.

Listen to me, we do n't have much time. Look, I do n't know what you've stumbled into, but somebody is pulling some major strings inside.

I believe you. I've been in this business too long not to smell a set - up. But we have to be careful how we handle this. And I ca n't risk you going AWOL on me again, because -.

If trouble comes, turn this on, no matter where, and I'll find you.

I think these gentlemen can handle a few whack - jobs wearing pajamas. Am I right?

Mika, the situation's a little different. Jurisprudence goes out the fucking window when my men get attacked.

We'll keep your promise. They're too many people involved now. It's just a matter of time.

Some people see money as the root of all evil, but to me it looks like a fingerprint. Whether we're talking about 19th century Korea, or 21st century Iraq, the game is the same. If you want to understand why certain things are happening, you have to understand the flow of money.

Ozunu. I think. I've been going through some of the original transcripts of the trial of Kunitomo Shigeaki. The prosecutor questioned him about a payment of 100 pounds of gold. Shigeaki answered that he did n't know what the prosecutor was talking about. The question was never brought up again. But what pinged for me was the amount - the exact same amount rumored to be paid to the Hattori Clan for the assassination of Lord Sanda.

Exactly. I figure these clans are like a thousand years old. They probably do n't change a lot.

I started looking at international wire transfers, targeting banks in the regions of several high - profile assassinations and bingo -

Minister Zhang. The day before the assassination $ 1,555,999.90 was transferred from the bank of Shanghai. The exact market value of one hundred pounds of gold.

I thought you might say that so I checked how often this particular bank transferred that market equivalent to a hundred pounds of gold in the last three years.

The clans are real, Ryan. They steal children and turn them into assassins. They've been doing it for years and nobody's doing a damn thing to stop them.

They're real Ryan. You can call them spooks, or assassins, or whatever you want if it makes you feel better, but they're out there. They're killing people and nobody is doing a damn thing to stop them.

How long have you been here? And you ca n't say `` zwei cola bitte''?

I think so. Same template as before. The transfer was made the day before a multiple homicide in Osaka. The police and newspapers are calling it a gangland slaying.

Like your father said. It's a consequence of consciousness often interpreted as desire.

I found it. illuminating. Especially the references to the Rihla. Your husband quotes passages not found in Battuta's present manuscript.

I understand the report caused some problems for him inside the KGB.

Most of this is from Sabatin. Copies of what I think are the lost chapters of the Rihle. I think it describes the original location of the Ozunu Clan but my 14th century Arabic is a little rusty.

That's how it started. I made a mistake, mixed up the case code and they sent me that.

Yeah. I know. I do n't understand why they're fighting though. It could be a clan war.

I'm sorry Ryan. You have to know I did n't mean for you to get in trouble. I just thought if this was real, if these clans were killing people, you know, it was our job to try to stop them.

Look, I know I broke the rules. I'll explain what I did and accept the consequences.

I. I'm not sure. We do have lunch together sometimes, usually when we're working -

security camera in New York. Recorded you fighting. one of them.

Okay. Nine. Nine clans. And they apparently have been supplying assassins to governments or anyone who happens to have one hundred pounds of gold lying around for the last thousand years. Give or take.

I do n't have a lot of options okay. I once took a Tae Bo class, but that's the extent of my Kung Fu abilities.

I'm going to have to make a phone call in order to get the manuscript.

Okay, if you're not going to say anything, do you mind if I talk? When I get nervous, it helps if I talk.

Yeah, well usually if someone introduces themselves it is a convention that the other person does likewise.

If it's okay with you, I'll try to fill in some of the blanks. You must have been taken by the Ozunu clan, trained to be an assassin, but something happened and you decided to opt out of the program. I do n't imagine this went over so well and since they're after me for just peeking through the keyhole, they must be after you in a major way. But you are also after them or you would n't have bothered going to Sabatin. Which I figure means you're searching for the location of The Orphanage because that's obviously the only information Battatu's book would have that you would n't already know.

Yeah, I got some moves too. I'm pretty lethal with the research thing.

But here's a question I ca n't answer : since you did n't know I went to Sabatin's, why did you save me?

I understand retail therapy as well as any girl but I think it's a little late.

I'm just a researcher. I'm really not equipped to deal with this.

Ryan, you know this is wrong! It ca n't be legal! What is this place? Your own private Guantanamo?

So two weeks ago, there's no such thing as a ninja and now every city in the world has a warrant for one?

No sir. I just. I have reason to believe that a group of ninja may be on their way here.

I know you ca n't hear me, so I'm sure this does n't matter, but I'm going to say it anyway.

I'm a forensic researcher, okay? That's like a fancy way of saying I'm a librarian. By myself I ca n't do anything to help you.

ON A DOOR LOCK as he inserts his key and HEARS :Raizo turns to his LANDLADY , an older woman who looks up at him from the top of the stairwell .Raizo nods , his expression not betraying the sudden tightness in his chest at this information .He closes the door behind him .

Yes, fine, it's all fixed. You keep it very dark and spare in there.

He stands on the other side of the door , surveying the room for a moment with severe , unforgiving eyes . The place is monastic , nothing decorative , or comfortable . Then , in a quick series of cuts , he checks all of the secret places he hides things . A drawer is flipped over and a hidden bottom opens revealing weapons . A panel in the oven reveals his chain and blade . A hidden compartment in his suitcase exposes inky folds of fabric . He sifts through them as we hear -FLASHBACK - INT . ORPHANAGE DOJO - DAY Raizo , breathing hard , stands over another young boy that he has just defeated in a fight . Both are sweaty , dirty , scarred . The other children are lined up in perfect rows , watching silently . Most are boys , but a few are girls . One of them is KIRIKO , lithe and supple , a child 's eyes haunted by an adult 's sorrows and knowledge . Ozunu circles Raizo as he regards his fallen opponent .As we TRACK with Ozunu , we see that Raizo 's body is covered in scars .

Mid - day traffic , tourists strolling down wide avenues past war monuments and street art .

Close on a mound of bank records ; rivers of numbers cascading neatly down perforated spread sheets .He would never admit it , but he enjoys watching her work , almost as much as he likes poking her about it .She begins flipping through huge reams of bank records .The proverbial needle in a haystack ; a single wire transfer circled in red .He sifts through the report .

Close on tokens being rammed down the mechanical throat of a washing machine . Overhead , the fluorescent lights STROBE unevenly , the fixtures old and in need of new bulbs . Raizo steps back as the washer begins to cycle loudly , a wheezbox instrument that rattles , gurgles and groans . As he looks at the machine we hear :FLASHBACK - INT . ORPHANAGE - DAY Ozunu strides among his children who are bathing , scrubbing themselves with evergreens .Young Raizo pours water through evergreens onto clothes he is scrubbing .

A pretty young Japanese woman , the only other customer , calls to Raizo as she stands beside one of the dryers .She hands him one end of a freshly dried sheet .He smiles and nods . They begin to fold , corner to corner , end to end . Silently . The fluorescent strobing above them . We sense a strange tension between them as we realize they are alone in the midnight cleaners . He looks at her . She smiles . The uneven strobing on either side of the Laundromat casts uneven shadows on her face . almost as though she had two faces . One light , one shadow . We EXTEND the silence for a long BEAT until he looks down at the sheet and says :She glances up sharply .Her eyes REACT as suddenly a blade flashes from beneath the sheet , reaching for Raizo 's throat . He catches the blade in the sheet , twisting it in her grip . She fights for control . A fury of slashes and the sheet is shredded .

The night manager is half - asleep , watching a Korean soap on Empress Min . When he hears a series of crashes , he gets up .

He throws open the office door , wielding a fire iron .The space is empty , glowing with fluorescent glare . One machine is thumping loudly . He crosses to it . As he nears it , bloody water begins bubbling up , flowing over the top .

Ketchup splatters the chopped meat .He smiles as they move to one of the circular tables .She shakes her head . Lying . Quickly sipping her coke .He slips an envelope from his briefcase and gives it to her .He scoffs .He finishes his soda and takes his garbage to the can .He smiles and turns before she flushes a bright shade of red .

A teapot begins to sing . Raizo pours the boiling water into a plastic bowl of noodles . He covers the bowl and waits a moment for the soup to cook . As he stares , we hear .FLASHBACK - INT . ORPHANAGE KITCHEN/DINING ROOM - DAY Several of the younger members of the clan are sitting at the table , about to eat . Ozunu stands before them . He removes a small blade from inside his robe . Places the blade against his palm .The knife slices down along his palm , opening a split ; the flesh parts , yet no blood flows .He closes his fist .He concentrates , squeezing his hand tightly until he opens it revealing that the wound has closed .The children look at each other , except for Raizo who stares at Ozunu .Ozunu leaves . The children look at the soup , their mouths watering . All around , the older Ozunu clan members eat noisily . One of the children ca n't resist any longer and begins scooping up the noodles . In short order , others do the same . All except for Raizo , who sets down his chopsticks . Willing himself not to be hungry . BACK TO SCENE The grown Raizo looks at his soup . We can not tell if he is going to eat or not .FLASHBACK - INT . ORPHANAGE OZUNU HOUSE - NIGHTINGALE FLOOR - NIGHT Young Raizo stands in the central chamber of the compound . The floor beneath his bare feet is made of thousands of carefully mitred pieces of gleaming wood laid down in an intricate pattern . They are not , however , glued down to the floor . The slightest wrong move will make them shift noisily . This is our first look at the Nightingale Floor .Ozunu watches from the far side of the room as Raizo takes his first step . Carefully . Graceful as any dancer . He makes no sound .He takes another step , and another . Each soft as a falling feather . He is a third of the way across the floor - his body gleaming with sweat - when he steps wrong and the floor sings beneath him . Raizo stops , a flash of panic in his eyes . Then he subdues the emotion and obediently lifts the offending foot , holds it out as Ozunu rises and approaches . Ozunu lays open Raizo 's foot with a bamboo rod . Slashing blows that leave deep cuts . Raizo 's expression hardly changes . Ozunu returns to his place , and Raizo starts walking again , making no noise , and leaving no trace of his passage . except for a trail of small , bloody footprints . FLASHBACK - INT . ORPHANAGE DORMITORY - NIGHT The same evening . Most of the children in this place sleep on mats in the same room . They are exhausted , silent , motionless . We FIND Raizo and though he makes no sound , his eyes show silent tears of pain , his feet still bleeding and bruised . Kiriko looks on from her mat for a long , silent BEAT , knowing the agony he is in . Then , as if coming to an inner decision , she reaches under her mat for a leaf into which a thick salve has been folded . She crosses the few feet to Raizo 's mat and , as he watches in silent agony , she puts her finger to her lips , then kneels down - - and begins applying the salve to his feet . Within moments , we can see the pain leaving his eyes . Finishing quickly , she folds the remaining salve back into the leaf , exchanges a quick , furtive glance with Raizo , then heads back for her mat . He lays there for a BEAT , confused as to whether his diminishing pain is a good thing . Then he turns to look at Kiriko , but she lays with her back to him , apparently asleep . He regards her silently for a moment , then rolls over himself to sleep as we come around to - - the other side of Kiriko , and see that she is very much awake , almost smiling . She closes her eyes .

The apartment is dark as Mika ENTERS and turns on the lights . She looks the place over , then goes room to room , turning on every light in the place . The practiced way she does it makes it clear she does this every night . Satisfied she 's alone , she goes into the bedroom to change .

Mika is curled up in a chair and with KGB report . She turns a page and sees a photocopied drawing of a very intricate floor that we now recognize as the Nightingale Floor . She reads the caption beneath it .FLASHBACK - INT . ORPHANAGE DOJO We see Battuta , the 14th century Muslim explorer sitting among the original leaders of the Ozunu clan , watching two children fight .Battuta masks his revulsion as the battle continues until one child beats the other to death . Small fists gleam with blood as one boy pummels the other .BACK TO SCENE Slowly the light in the bedroom hallway goes OUT . She freezes , and the world seems to freeze with her . She does n't move , does n't breathe . She forces herself to sit slowly up , reaching under her bed for a cricket bat . A car drives by outside . Could be nothing . Could be everything . Despite her fear , she edges toward the door . Slowly peers around it . The darkened hall is empty . There is a ticking sound , like someone tapping at a window . Could be a tree in the wind . Could be something else . She moves slowly through her apartment . Every shadow could conceal unseen eyes . She comes to the end of the hall , where the overhead light is out . She flicks the switch on and off . Nothing . She reaches carefully toward the light bulb . Taps it . The bulb rattles , it 's just burned out . She breathes a sigh of relief . Then she notices - - that the living room window is open , the blinds gently swaying from the wind , tapping against the sash . She closes it and locks it . Looks to her desk , concerned . Did she leave the window open ? Or is something going on . She goes to her desk , anxious , to check on something . She opens a drawer , revealing a box of tampax . Pulls out the tampax to reveal a key . a place no guy would think to check . She unlocks a drawer and takes out an unmarked DVD in a slim plastic case . Relieved , she starts to put it away . then stops . Is it the same DVD ? She moves OS . MOMENTS LATER . the TV is switched on , and an image begins to play , revealing a time coded security camera , recording an urban street corner in Japan . The tape is riddled with digital noise and artifacting . Then , slowly , the digital noise seems to coalesce , to grow shapes . The shadows come to life . Then with incredible speed two dark figures start battling it out , their blades striking sparks that are still descending after they 've slipped back into the shadows . They emerge over and over , brief flashes of clarity like the perfect arc of a calligrapher 's brush describing the wing of a bird . Fight . Retreat . Silence . Shadows . Sparks . Mika hits the pause button and moves closer to the screen , examining the figures . One of the figures is wearing a mask , but the face of the other combatant is revealed , albeit somewhat obscured by the dim light and digital noise . As we PUSH IN , we see that it 's Raizo . But she does n't know that name yet .She stares at the fierce beauty of his face and touches the screen gently .

Historical evidence suggests that Ibn - Battuta's journey through the far east brought him into contact with what might be one of the oldest of the Nine Clans. He travels with a group of orphans that are being taken from a city devastated by war to the Shido of the Ozunu clan. The people of the surrounding province refer to the Shido as `` The Orphanage.''

Battuta describes a ceremonial dinner followed by a display of martial skill. The combatants were children neither beyond the age of ten.

His host explains that a man's life must be made meaningless compared to the life of the Clan. Own the meaning of a man's life and you own his heart.

CLOSE on a bed of nails ; sixteen penny nails arranged in perfect rows pointing up , the sharp tips catching the light . As we REVEAL Raizo his breathing is rhythmic and deep , but this is really the first time we have heard him sound like he is straining . As we continue to WIDEN , we discover the reason for this : he is doing handstand push - ups . On the nails . Over and over , with little apparent effort . The hard edges and lines of his body catch the light , like the tips of the nails , as we HEAR :FLASHBACK - INT . ORPHANAGE - DAY Children are sharpening their weapons . Ozunu walks above them .Young Raizo looks up and sees young Kiriko looking at him . She smiles . He looks back to his weapon .

Raizo walks down a street where repair work is being done . To keep cars from falling into the hole , they 've covered the street with big steel plates . As the cars and trucks pass over the plates , they make a bump - thump sound . Bump - thump , bump - thump , bump - thump . We PUSH IN on Raizo under that sound . FLASHBACK - EXT. . ORPHANAGE BONSAI GARDEN - DAY Kiriko is working in the bonsai garden . Raizo watches her silently for a moment noticing that she is secretly loosening the wires , letting the branches ease back into their natural shape . He whispers .She finishes releasing the branch .There 's sadness and bitterness in his eyes . He 's closing off to the world , becoming what they want . She wo n't let that happen .He hesitates , then approaches . Kneels down beside her . She reaches toward him . He flinches . a sword he can handle , but kindness has become something foreign . then allows her to undo the top button of his shirt . She presses her ear to his chest . Listens . Then she gently whispers to it .She listens again .Raizo smiles despite himself .Again , he hesitates . Then he leans in , and listens to her heart . Bump - thump . Bump - thump . She smiles .He looks up at her , his ear still to her chest . And for the first time , his face softens . Bump - thump . Bump - thump . Bump - thump . BACK TO SCENE In the present as the traffic bounces past Raizo . Bump - thump . Bump - thump . Bump - thump . His eyes saddening with memory , he continues on his way .

I believe the heart of the tree knows which way it needs to grow.

It's saying hello back. And that it's happy to meet me. but it misses you.

Why am I in here for watering my tree. or why are you out there. watering me?

Hello. hello in there. It said it was happy to meet me and that it missed you.

Mika is at her computer doing what she does best : intuitively sifting through interconnected threads of information . Searching through what is known about Ibu - Battuta , she discovers information concerning the lost chapters of the `` Rihla , '' supposedly destroyed sometime in the 15th century . She remains immersed until a sound grows louder and louder . A vacuum cleaner . She checks the time . Very late . She looks up and finds two eyes watching her through the crack in her open door . Startled she gets up while the eyes quickly disappear . In the hallway , an older Asian man is pushing the vacuum cleaner .He shuts it off , turns to her .He seems not to understand her .She smiles sheepishly .

Mika walks down the empty street , the sound of her heels slap against the stone buildings . The shadows seem to stalk her . She hears a faint sound like metal claws against glass . She stops and listens trying to see into the dark .

Raizo is practicing his chain form . We begin to hear the sounds of another fight . FLASHBACK - INT . ORPHANAGE DOJO - NIGHT Raizo , is fighting with TAKESHI , a few years older , in a room lit by hundreds of hanging torches . Armed with katanas , the boys duck , dodge and weave around the burning obstacles as they fight . They are both extremely agile , their bodies moving with the impossible flexibility of youth . Kiriko watches along with the other members of the clan . If she feels anything as she watches the fight , we can not tell . They perform a vicious series of combinations , then Takeshi 's sword cracks against Raizo 's head , opening a huge gash . Raizo hits the ground hard , blood speckling the mats . Takeshi backs away as Ozunu steps in . As blood flows down the side of his face , Raizo looks like the young boy that he is . Pain throbs from the wound , and he begins to cry .He gouges three fingers into the boy 's stomach and twists something inside of him . Raizo screams . His screams smear into uncontrollable sobbing .He steps back , leaving Raizo writhing in agony .He signals to the rest of the clan and they all begin to leave . Kiriko is the last to turn away . Later . Night . Raizo is still where we left him , a twisted knot of pain , his face stained with tears and crusted with snot . He is trying to control his breath , at first without success . Then slowly , finally , it begins to ease . His hand , twisted into a kind of rigor mortis , slowly begins to relax , opening like a lotus flower . Dawn breaks over the wall , as Ozunu returns to the dojo to find Raizo is sitting in a full lotus , completely calm , the wound already beginning to heal . Ozunu shows a hint of a smile .OMITTED

They are walking . Maslow is nervous .FLASHBACK - INT . MASLOW 'S OFFICE - NIGHT Zabranski is leaning against the door jam .His faint smile reminds us of Ozunu .

Agent Zabranski. Internal affairs. Need to ask you a couple of questions. You are Mika Coretti, yeah?

Forensic researcher. You work a lot with an Agent. Maslow. That right?

Has Agent Maslow seemed different lately, in any way? Has he done or said anything that struck you as unusual?

Just routine. The agency cares about its field operatives. We monitor for signs of stress, fatigue, mental exhaustion. Agent Maslow has a serious case load. That much work can wear on a man.

She nods .Maslow is n't sure he wants to answer her .He pulls a folded piece of paper from his jacket .She thinks . FLASH CUT . We see Mika reaching out to touch Raizo 's face . CUT BACK . She shrugs .He shakes his head , handing her the paper .Mika shoots off as Maslow calls -She takes several exaggerated tip - toe steps .

A shuriken blade grinds against a whetstone as Raizo sharpens the weapon with practiced grace . despite being blindfolded . Sunlight is held back by vertical blinds . When he finishes , he stands , a Rodin sculpted out of midnight . We realize there are wooden blocks placed around the room . In his palm , a single shuriken abruptly fans into many like a deck of cards . Suddenly his arm whips around as the shurikens crack and split the thick wooden targets . He stands alone , still blindfolded .FLASHBACK - INT/EXT . ORPHANAGE DOJO/VERANDA - NIGHT One of the OLDER NINJAS is wrapping Raizo 's eyes with a sticky gauze , like the tape used to wrap horse 's legs .FLASHBACK - INT . ORPHANAGE DOJO - NIGHT Takeshi 's sword slides from one position to another as Ozunu looks on . Raizo , blindfolded , reacts to the sound , matching his posture a fraction of a second later .Takeshi attacks again . While Raizo eludes or blocks several blows , for every two he manages to block , another connects .Raizo gets up , slowly releasing the tension in his jaw . He takes his position again , and this time the stance is easy , his expression softer . This time , as Takeshi comes at him , everything becomes clear . The whistle of the blade . The zip of the leg sweep against the tatami mat . The sound of his robe . Combined with Takeshi 's unmistakable body odor Raizo has everything he needs to dodge , slip and counter . His chain strikes , wrapping an ankle , throwing a stunned Takeshi to the wall . Kiriko tries to hide her smile . Ozunu nods in appreciation . Raizo nods back , as if he can see without eyes . FLASHBACK - INT . ORPHANAGE DORMITORY - NIGHT Young Raizo , still blindfolded is in bed . Trying to sleep , but it 's impossible . Takeshi 's snoring does n't help . He turns slightly towards Kiriko , as her chest rises and falls , her breath as rhythmic as and gentle as the lap of sea - water in a tidal pool . He begins to breathe in sync with her , perhaps in hopes it will relax him . Slowly , all the other sounds in the room go away , until only her breathing , and his , remains . There is the slight murmur of their hearts . Then she opens her eyes . and smiles at him because he can not see her . But he hears her heart begin to beat faster and that brings a faint smile to his lips . They listen to each other 's breathing growing heavier , the sound of their hearts beating faster and faster . Her lips part as she makes the tiniest movement . tilting her pelvis up , rubbing her hips ever so slightly against the blanket - It 's like tectonic plates shifting for Raizo . Bump - thump , bump - thump , bump - thump their hearts growing louder and louder as they become -

For an entire year, you shall live without one of your senses, beginning with the sense you rely on the most : your sight.

Mika knocks . The cold war widow opens the door .She nods .Mika enters .

My husband journeyed all over the world researching that report, but when he was home, he never spoke about it. He said it was safer that way.

The report caused `` problems'' for Alexei's career the way Moses caused problems for the Pharaoh, you see? Very unpleasant. Terrible people saying terrible things.

After he retired. was asked to retire. we moved, first to Byelorussia and then here to Berlin when the wall came down. He said this will be a good place to grow old together. And it was, for a time.

About two years ago. two? Yes, after the assassination of Zhukov, the report drew attention. After that, everything was different.

Alexei hired men to change all the locks, and put in more of them. Locks on the windows, locks on the doors, locks on the locks. He put in cameras and motion sensors and lights. everywhere, lights.

I will tell you a true thing, and a hard thing. My husband was a soldier. A member of Russian intelligence. He had seen many terrible things.

He was not a man to frighten easily. But from that day on, when the sun went down behind the hills. in his eyes, I saw the fear a child has of the dark.

They talked in Alexei's study for sometime. Then the young man left.

It was unlike Alexei not to see him out. I remember being very scared. But when I opened the door, he was just sitting there. For a moment, he did n't even notice me. Then he stood up and kissed me and told me that he loved me very much. He said I should always remember that.

No. Alexei never spoke about it. But two months later, he was dead.

You are the first person who has taken my husband's work seriously. It would be good to know that he did not die without cause. Come with me.

Sabatin and Mika sit across from each other . The house has the chill of loneliness . Tea has been set out between them .She pours tea , the harsh memories still fresh .She looks off , shakes her head .FLASHBACK - EXT. . SABATIN HOME - DAY As Alexei supervises , workmen install locks , put in fencing material , hang lights and video cameras on the outside of the house .The lights SNAP on , illuminating the back of the house with brilliant klieg lights .BACK TO SCENE CLOSER on Mrs. Sabatin as she looks down at her tea .FLASHBACK - INT/EXT . SABATIN HOUSE - DAY We are over the shoulder of someone who could be Raizo or Takeshi as the door opens revealing Alexei . After a moment Alexi invites the man in . A security camera watches them enter the house .Mrs. Sabatin watches the young man leave then hurries toward the study door .We see Alexei looking shell - shocked , eyes hollowed , as he stands and kisses his wife . His eyes begin to shimmer with tears but before he cries , he leaves . BACK TO SCENEFLASHBACK - EXT. . SABATIN HOUSE - NIGHT The lights have come on outside his house . Alexei comes out , a gun in hand , shielding his eyes . Searching for whatever set off the automatic lights . Then , suddenly : darkness . And sudden MOVEMENT in the shadows that LUNGES toward Alexei . As Mrs. Sabatin shakes her head , looks away . Shrugs .She looks to Mika . That says it all . She rises .Mika follows her into - - an adjoining room , where Mrs. Sabatin pulls the bottom drawer of a bureau out and sets it on the floor . From the darkness she removes a metal box .

Raizo sits alone . Crossed - legged on the floor . Utterly still . There 's an ocean of sound swirling around him . The cacophony of Instanbul evening rush hour . Raizo starts to build a dam ; auricular sandbags laid one by one , walling off the outside world . The traffic outside - horns , engines , squealing tires , rattling trucks chassis - all fade away . People shouting , singing . A couple next door making love . A baby wailing . Jackhammers pounding . Slowly , the world fades away , until there is only one sound . Faint , familiar , but almost too quiet to hear . Raizo 's heartbeat . He listens to it . Meditates on its simple rhythm . Until a sound explodes in the room , it is a sound we have n't heard in his apartment - A phone . He rises slowly as the phone continues to ring . He answers it silently waiting for something - The line clicks and goes dead .

Raizo walks through the crowded market . Shoppers , salesmen and tourists fill the narrow aisles between the stalls . FIVE CHILDREN - who we see only from the back - run past . Shouting laughing . The last one jostles against Raizo as he goes by . Raizo keeps walking , but he is holding an envelope in his hand . He slips it into his pocket .

Raizo opens the envelope as he crosses the street . There 's a square of paper inside , and a photograph . On the paper is a street address in Berlin . The photograph is a close - up of a woman 's face . Mika .

Close on the box . It sits on her desk , calling as another box once called to Pandora . She opens it . Inside are a series of cataloged photographs taken in the style of 1970 's archeologists -LRB- like those of the dead sea scrolls -RRB- of the lost chapter of Ibn - Battuta . The scrolls contain his 14th century Islamic writing and several sketches . There is also a very rough map that suggests the location of The Orphanage . Images of the orphanage , of the children training and their ordeals , bloody combat , ritual bindings , beatings on the Nightingale floor . There is a scroll that she unrolls revealing the lineage tree of the Nine Clans . Also in the box is a single VHS tape . She pushes the tape into the player . It 's a recording of a surveillance camera staring at the front of the Sabatin house . A man walks up to the house and rings 's the bell . We can not see his face . Sabatin opens the door . They exchange words . Sabatin seems wary but invites the man in . Mika does n't understand why this is significant . She hits fast forward until she sees a flash as the man exits . She stops , rewinds and plays it again . As he steps out of the shadow of the house , she sees his face - It is Raizo . She is startled when someone pounds on the door . It seems like it might rattle off its hinges as she hurries to open it revealing - Maslow and he 's not happy .He pushes into the room and slams the door behind him .He tries to dial it down , succeeds , but only a little .She knows .FLASH - IMAGE - INT . MASLOW 'S OFFICE - AFTERNOON We SEE men and women in dark suits , their expressions deadly serious , tossing through everything he has in the place . BACK TO SCENEShe shifts nervously , no poker face . She turns and leads him into her home office . With the key from the tampax box she opens the drawer . Maslow watches as she pulls out the contents of Sabatin 's box as well as the illegally requisitioned evidence .Meaning the DVD .A moment later the DVD is playing , Raizo and the other ninja dancing through the shadows .Maslow starts to put it together .He eyes her .She nods .

She 's at her computer , studying a topographical map of Japan , trying to relate the Ibu - Battuta 's drawing to it . Suddenly she realizes she is not alone ; Zabranski is leaning against the door jam . He smiles .He reaches across her desk .She nods , her gut clenching . He pulls out a small notebook .A beat .He smiles in the way a piranha might smile if it could .He leaves . She gets up and closes her door . She grabs her phone and calls Maslow .She disconnects then texts . TEXT : 911 . CALL ME . M

It is later . The garage is a gyre of shadows . Mika walks towards her car . The fluorescent light flickers and goes out . She stands in the dark .It flickers back on . She continues to her car .

She gets in as a shadow leaps to life behind her . She starts to scream when she realizes it 's - Maslow .He nods .

This agency is subject to the International laws and agreements that govern the jurisdiction of our authority. If a case is marked DNP we must respect the jurisprudence of the regional government and act accordingly.

Let me be clear, Agent Maslow. In the eyes of the law these materials do not exist. If so, than there is no case and if there is no case there is no reason for this conversation to continue.

She likes this guy .He hands her a Glock and two spare clips .He also gives her a phone .He shakes his head and slips out the door .

Mika parks her car around the corner from the apartment building , gets out and starts down the street when she sees - - the apartment building and the one next door are dark . Candles and flashlights are visible in some of the apartment windows , a scattering of neighbors congregating outside . Mika approaches a NEIGHBOR .Mika looks up at the building , scared but not ready to believe that ninjas are responsible for everything . She pulls a tiny LED flashlight out of her bag and starts into the building .And she continues into -

Power's out. Us, the building behind us, that one across the street. Seems like every few months, boom, the lights out. I call, I complain, they listen. nothing gets done. So I sit out here, at least it's cool.

- where she climbs the steps , each creak adding to the possibility of attracting trouble . On the passing floors , we hear doors being opened and shut , footsteps , the distant murmur of voices . Could be nothing . Could be everything . She presses on .

She opens the door to her apartment , shining the tiny light ahead of her . Shadows chase each other across the room as she swings the light one way , then another . There seems to be no one else in the place . But as she hurries into her home office , we see - A shadow move behind her . As she packs she begins to hear something , a tapping . The same sound she heard before . She pulls the gun from her purse . With the flashlight spearing the darkness , she goes to her office . Again the window is open , the blinds gently blowing against the sash . She is certain the window had been locked . Now every shadow is alive . She rushes back to her bedroom aiming in every direction . Her flashlight finds her suitcase . On the top of her clothes she sees it : An envelope . Perfectly centered . Setting the gun down , she picks up the oragami - folded envelope . Opens it with a shaking finger . Black sand spills out . Terror steals her breath . Behind her , a shadow tilts and reveals the eyes of a ninja . Before she can even move , a blade flashes from the darkness , heading for her neck - Another shadow blocks the blade , knocking Mika over the bed . The sounds of a fight erupt all around her but the combatants are almost invisible in the surrounding darkness . Her flashlight catches glimpses . Impossibly fast , lethal predators trying to kill each other . She crawls towards the spilled contents of her suitcase , towards the gun . Another blow arcs for her and is again blocked . Her hand finds the handle of the gun . She points into the dark , fires . The gun flash strobes the room , freezing the two ninjas in the blink of a flashbulb . They move towards her until a kick sends her gun flying . She can feel them fighting very close to her and when she finds them with her flashlight , a blade is struck deep - Blood erupts . One shadow falls to the ground . The other turns towards her . Her flashlight shakes as the ninja reaches up and removes his mask . It is Raizo . He sees in her eyes that she knows him .She nods .She glances at the dead ninja .He waits .He nods faintly . Then turns to his dead `` Brother '' .She looks at the dead body .His nod is almost imperceptible .He hears something she ca n't . She starts to speak , and he stops her with a gesture .She looks for her gun .She tries to compute the idea that he 's been following her .She nods , Raizo 's eyes lite up .Shakes her head `` no . ''He hears something else .She runs with the flashlight to a bureau . Inside is a black tablecloth . He pulls her shoes off .

He leads her down through the stairwell of the large walk up . She follows him step by step . Suddenly he pulls her into the corner of a doorway . Wrapping the tablecloth around them , they melt into darkness . Beneath the wrap , he puts his hand over her mouth and nose stopping her breath . Outside after a long beat a ninja 's foot silently glides past , climbing the stairs . Inside he releases her nose . Before she can finish taking a breath he yanks her up and they quickly descend the remaining stairs .

The dead ninja lies in a pool of blood . The shadows come alive and four dark figures emerge , born from the black - The Hanta Kirra . Their leader drifts forward surveying the apartment , his dark eyes flashing that we recognize . Like snap - focus flashes taking in the myriad signs of the fight : the bullets in the wall , footprints , and shattered lights . One of the killers uses his sword to trace the line of a slashing cut in wall . Braille from the blow that Raizo used to cut the ninja . He removes his mask and we see it 's Takeshi .Another Ninja leans forward and tastes the air with his nose . Eyes closed . Like a dog getting the scent , his inhalation a long , low whisper in the silent room .Takeshi nods turning to the windows . He smiles ; A hunter who knows the hunt is almost over .

I watched you die when I pierced her heart. You have always been too weak to be Ozunu.

Ozunu addresses the clan , his eyes like those of an executioner .

We are gaining on the figure who continues to bolt like a panicked horse .

We rush up behind the figure who glances back . It is Kiriko and she screams as we attack - The sound of the assault becomes -

Raizo is silent . Mika is driving .She watches in the mirror for a moment .She swallows .FLASHBACK - INT . LIMOUSINE - NIGHT Raizo is dressed in normal clothes his hair starting to grow back from the close shave he had in the Orphanage . He wears a silk blindfold . Ozunu sits in the leather gloom of the stuffed upholstery .Raizo does so . Looking around at the lights of Osaka , a city he has never seen before .Raizo nods faintly .Raizo nods again , then opens the door and steps out .

CLOSE ON the fat wrist of a large man as he strides across the lobby . He turns to his entourage which includes several bodyguards and a few arm pieces .He laughs and the arm pieces cluck on cue . He heads into the bathroom .

Why? So you can shake it for me? You some kind of secret faggot?

Kingpin enters there is only one person in the bathroom - Raizo washing his hands . His eyes flash in the mirror , watching the Kingpin only after he has turned away . The enormous man steps into a stall . After a moment he begins to piss , moaning slightly as he does . Raizo hits the air dryer button . The sound fills the room . A thin razor sharp blade flashes from his sleeve . The Kingpin continues to enjoy his piss but as we look at him we see the door behind him silently swing open , revealing Raizo . Raizo stares at the back of the man 's head . He can almost see his jugular beating beneath the thick folds of his neck - But something prevents him from striking . The dryer stops , the sound of the piss dribbling when the Kingpin suddenly looks back over his shoulder -Raizo strikes but the kingpin is able to deflect the blow which sinks into his enormous body . He laughs .He smashes a fist into Raizo that slams him backwards .Raizo attacks and it is immediately apparent that this is not going to be easy . Several ferocious blows that would have broken the neck of a smaller man , only seem to make the Kingpin madder . Soon both are covered in blood , and gore . But it is not until Raizo slams the man 's head against the lip of the urinal - The first time a font blood splashing up - The second time the porcelain shatters as the Kingpin 's head opens , spilling black blood across the floor .

It is raining . Raizo , still wearing his bloody clothes , climbs up onto the roof , his clothes spattered with gore . He waits as the shadows around him come to life : Ozunu , Takeshi , and several other clan members surround him . All but Ozunu wear their masks . Raizo extends his hand , revealing the black and gold watch , smeared with fresh blood . He offers it to Mr. Ozunu .Ozunu smiles .His eyes narrow .Several of the other ninjas step back . Revealing Takeshi . He pushes a small hooded figure forward .Takeshi yanks the hood off revealing a young girl . She is bloody , bound and gagged and for a flash - Raizo sees her as Kiriko .He unsheathes his blade , offering the hilt to Raizo .Raizo looks at the girl , her tears lost in the rain . We can not tell if Raizo is crying as he takes the blade - He CRIES OUT , the light of madness in his eyes . He STRIKES , lashing out with the fury of a wild animal , at Ozunu - - who bends back with impossible grace . But not far enough . The point of Raizo 's sword slashes across his face , opening an ugly wound that spills blood over his eye and mouth . He has n't tasted his own blood in years , and the anger boils up in his eyes .Raizo meets their attack . Throwing himself into the fray as only a man who is no longer interested in living can . But the ninjas are everywhere . They hurl shuriken at him by the handful , a storm of jagged steel racing for Raizo 's flesh . Raizo blocks some of the shuriken , misses many more . The shuriken strike muscles , tendons , flesh . He SWINGS around , still trying to attack , there are too many of them . He stumbles back towards the edge of the roof as Takeshi SWINGS what he believes will be the death blow as - - Raizo half - falls , half - leaps backward , falling from the rooftop , tumbling through space , until he - - Splashes into the canal below - Bubbles dancing between the ribbons of blood .

Mika speeds along the autobahn .He says nothing .He considers her .His head nods slightly .He cocks an eyebrow .He looks at her impressed .He almost smiles .He nods , noticing shops out beyond the exit .

The shops are all closed , Mika 's car crawls to a stop in the empty parking lot .

Raizo looks her over .He starts to leave then stops -He looks her in the eye .She nods . He opens his door and slips out . She watches as he heads for the doors . He passes into the shadow of the building and disappears . She digs into her bag for the phone Maslow gave her . She TEXTS : 911 . But situ stable . Guardian angel all in black . Need Battuta book soon . Will call . M She hits send . Looks out to the darkness surrounding her . After a moment one of the shadows comes to life . The door opens and Raizo gets in , his arm full of clothes .

Raizo goes into the bathroom , and turns on the shower .He nods .He pulls the garbage bag from the wastepaper basket . Then leaves as she begins getting undressed .

Outside the hotel , Raizo finds a pine tree . He cuts several branches from it .

Back in the room , he enters the bathroom . She is still in the shower .He hands her the tree branch .He starts taking off his clothes . He does it quickly without any sense of awkwardness ; the world where he came from makes little distinction between male and female . She 's not from the same world , keeping herself as covered as possible with a tree branch . He jumps in the shower while she tries to dry herself off .He steps out and quickly wipes the dripping water off his body with the branch .In the bedroom , Raizo is dressed in new clothes . He lights a cigarette as Mika come out struggling with the tightness of her new jeans .Raizo takes the cigarette and begins waving it all around her .He nods .

CLOSE as he picks the lock of a different car trunk .The trunk pops open . Raizo tosses their bag of clothes under the lid of the tire compartment . Then closes the door . He leads her down the parking lot sizing up the cars , until he finds one he likes .The door opens .She sighs .

Raizo takes out a small electrical device . He aims it at the dash and hits a button . The device finds the right frequency to start the car . She is impressed .His smile makes her smile .

A moment later the car flies back towards Berlin .She nods , digs through her purse for the phone .

Maslow waits , the red - tip of his cigarette glowing in the middle of his silhouette . Mika is leading .Raizo hesitates ; an animal sensing danger .They approach Maslow .He embraces her .Maslow takes hold of Mika as he shouts -An explosion of light ; A firing line of kliegs all aimed at Raizo , each as bright as a slice of the sun .Twenty heavily armed men emerge from the wall of light .Raizo raises his hands slowly , a glance thrown like a shuriken at Maslow .The men swarm over him , binding him with brutal efficiency , hauling him away . FLASHBACK - INT . ORPHANAGE DOJO - DAY Ozunu watches . A faint look of disgust dangling from his lips .Kiriko is panting , covered in sweat and blood , standing over a bloody , beaten Takeshi .Kiriko is handed a razor sharp blade .Takeshi prepares for the blow , but - Kiriko drops the blade .He marches up to her .Her silence remains defiant , while he boils with suppressed rage , picking up the blade .He slashes her , slicing across her face . FLASHBACK - INT . ORPHANAGE DORMITORY - NIGHT Raizo wakes up . There 's a commotion on the other side of the shoji screens that comprise the inner wall of the dorm . Silhouettes limned against the paper . Raizo moves to the screens . Pulls them a half inch aside as the other children watch . Through the tiny gap , he sees ninjas dragging Kiriko down the hall . Gagged , arms twisted with shiburi , blood streaking her pale and terrified face .

Raizo is chained to the walls of a vault . Spread - eagled , double - locked , and lit from all sides so there are no shadows anywhere in the room . Raizo 's head sags . Eyes closed . Cameras stare at him .

Classic Berlin aesthetic . A modern office shoe - horned into an abandoned building : cubicles , computers and Aeron chairs amidst crumbling walls . Maslow 's team are hanging out there , thirty agents , a fairly competent and well - armed bunch . Maslow is inside the control room which is like a small construction trailer . Several different monitors have images of Raizo .For a moment it appears that Raizo looks up as Maslow looks at him , as if somehow Raizo could see through the lens watching him . Then his head drops again .He scans the different monitors .The goon struggles to stop Mika as she storms inside .The security goons clear out , closing the door behind them .

We think he's able to lower the temperature of his body to remain neutral.

She wheels on him to let him have it .- but he holds a finger to his lips , indicating be quiet .He glances up at her , and it 's clear : he has affection for her . He presses a tracking device into her hands .

Raizo remains motionless , his eyes open when he hears someone coming .FLASHBACK - INT . ORPHANAGE DORMITORY - NIGHT It is the middle of the night . Raizo lies on a floor mat , unable to sleep . He looks over at Kiriko 's empty mat . Quietly he gets up and makes his way outside . FLASHBACK - EXT. . ORPHANAGE MEDITATION BOX - NIGHT He moves to an upright bamboo box about the size of a coffin . Looking at - - Kiriko , in the box . Dehydration has left Kiriko with barely the strength to breathe . Her lips are swollen and cracked , she sags against the tight walls of the box . He pulls a bamboo straw from his dark robe , then fills his mouth with water from a flask . Sticking the straw through the bamboo poles near her lips , he feeds her drop by drop , and in this way , separated by a cage they share a kind of kiss . Her eyes part , ever so slightly , and she manages a smile .She meets his eyes .

Mika is standing behind the bars which slide open . She has a bottle of water , she looks at the two armed guards following her .They stand near the door as Mika crosses to Raizo .She holds the water bottle to his lips , whispering .He nod 's , swallowing another sip .He is unlike anyone she has ever met .

Mika rushes up to Maslow who is talking to the group of Europols .The men chuckle .They ad - lib responses : Fucking ' A sir . Locked , cocked and ready to rock .

The lights go out . Mika 's eyes dart into the pitch , red emergency lights suddenly glowing ominously .Maslow spins as she sprints for the stairs .Maslow draws his firearm and hisses at one of the Special Ops .Instantly , tiny LED flashlights and laser targeting systems light up on automatic weapons . Night vision goggles go up . Rather than panicking , the police are instantly in stealth - mode , communicating with quick , urgent hand gestures . A handful of men splinter off for the vault while the rest separate into teams with practiced precision , moving through the safe - house , ready for whatever comes .

Mika charges into the holding area , the detail of men right at her heels .Raizo 's guards release their aim .One of them lifts a shotgun .In the back of his cell , Raizo 's head lifts at the sound of Mika 's voice .Raizo calls from behind the reinforced door .She calls to his cell .Raizo 's voice hangs in the gloom .

One of the teams edges through the decay of the dilapidated industrial cavern . Straining through the eyepiece of his goggles one of them mutters .Ahead the point man motions and the men take up defensive positions . The point man creeps forward , a flicker of heat fluttering in his IR - Optic .Through the darkness we see that his infrared is actually picking up the slow exhale of a ninja poised like a cobra inches away just above him . His blades flash - And the detail of men recoil as their infrared sensors light up , the point man cleft open in hot volcanic gore . A cloud of shuriken spit out of the darkness and punch into necks , faces , eyes . Ten of them fall like wheat before a scythe . The rest fire hitting nothing .

The screams of dying men and gunfire shudder down the gullet of the old concrete building .She watches as the men position themselves , pressing into the black of the corridor . Thumbs flick safeties to hot . A shriek pierces the silence , one of the agents suddenly jerked from his feet like a puppet on a string . They watch in IR as the agent falls to the ground in several pieces .# 2 's exclamation gets caught in the oozing slit that opens in his throat . The man guarding Raizo 's cell door screams .He clicks his flashlight the beam glinting against a hail of shuriken that pound into him , wounds flowering in ribbons of red . Mika watches as he lands wetly at her feet . More screams and gunfire shake the shock from her . She dives for the guard , frantic fingers clawing at the key - chain clipped to his belt . The remaining Europol Agents cluster together , flashlights strobing spastically , while Mika slams through Raizo 's cell door . She instantly goes to work on his leg irons .Raizo 's eyes narrow , the last of the Europol Agents butchered by shadows .He can feel the rush of darkness .The leg irons click open and Raizo springs forward the chain of his handcuffs catching a falling blade . He twists and the ring of metal on metal is followed by the dry snap of bone as Raizo breaks the ninja 's neck . She releases his handcuffs and they move quickly through the glistening remains of the bodies , Raizo shielding her from the darkness .

The two sprint from a stairwell into a concourse , Raizo stopping suddenly , sensing the presence of the Hanta - Kirra . He pushes her toward another set of stairs .He turns to facing the dark .She lurches up the stairs as the Hanta - Kirra descend on him like a murder of crows .

Mika flies up the stairs taking the steps two at a time rounding the next flight - A beam of light flashing weapons rattling suddenly trained on her .Her stomach finds its way into her throat .Maslow rushes down to her , another agent scanning the stairs above them .Mika 's eyes widen as the agent on the flight above them is ripped into the air replaced by a squall of red . Maslow whirls as a blade suddenly pierces his side - But before it can continue its deadly cut , Maslow catches it in a bloody fist and fires into the shadows . One of the Hanta - Kirra falls tumbling past them down the stairs . Maslow grunts as he rips the chain blade from his side .He nods , a bit woozy .

Sparks dance along the singing ringing blades , the melee escalating in the darkness . Raizo meets the Hanta - Kirra in the air . Vaults from one wall and door to another , spinning in and out of view as he moves through the shadows . The ninjas move with him , matching his speed and ferocity and ability to disappear within the darkness . Swords clash against chains and sword and walls . Sparks fly and blood falls . This is the first time we 've seen Raizo turned loose . But it 's three on one . and Takeshi is n't a pushover . Mika and Maslow slam through the exit into -

The building carpark . Mika suddenly stops .He is about to argue but wilts at her resolve .He stuffs his car keys in her hand , trying not to let his voice crack .He turns .He opens the door retracing their steps into the dark . Mika suddenly very alone manages a slow nervous pirouette in the crypt - like garage , before skittering for Maslow 's sedan . She slides in pulling the door shut behind her as quietly as she can - And waits .

Maslow moves cautiously through the folds of midnight . He hears the fighting before he can see it . Raizo blocks a sword - thrust from Takeshi . Dodges around a hail of shuriken . Uses his chain to drive another Ninja back . Takeshi rips free his left arm . Draws a short , angled blade and brings it slashing down at Raizo 's neck . Raizo blocks the knife with his elbow , twists , throws Takeshi twenty feet through the air . He recovers mid - flight like a cat and regains his balance . From the darkness a ninja fires a dozen shuriken at him , and at least three of the spinning blades find their mark . Raizo grunts at the impact , but vaults up and over a counter and LEAPS through a window , crashing out to -

The surrounding shadows seem to press in on the car .A figure darts in her periphery and her head whips around craning all directions .Ka - chunk - she punches the lock . Click - the headlights flash on - Ka - chick - she chambers the Glock .She twists the ignition and as the motor turns over - The car 's headlights explode , shattered by projectiles that seem to materialize from the void . Mika screams throwing the car into gear - Peeling out toward the down ramp . The car fishtails down level after level through the oscillating light/dark of the dimly lit exit ramp . Her eyes twitch from mirror to mirror when she sees up ahead - A shadow hanging in the corner of the tunnel like a spider . She ducks just as the front of the sedan is shredded by a squall of stars . The sedan rebounds into the light . Its hood and windscreen looking as though it was gnawed on by a Great White . Mika cranks the wheel tearing around a dark bend as - Toom ! Something lands on the roof of the car . Above her she sees the distinct tips of the tiger claws that have punctured the metal exterior of the car just as - She passes under a light - Revealing a crouching ninja staring right at her , through the sun roof . His blade whips from its sheath but before he can strike - She jams the barrel of the Glock between the two tips of one set of claws , right where his foot should be - And fires . A scream is followed by a gout of blood that washes over the sunroof - The ninja 's body tumbling off the back of the car . Maslow 's gnarled sedan bottoms out in a starburst of sparks as it corners into traffic . Mika breathing heavy digs into her bag for her cell phone .

The lights are still dead . Maslow is with a team of Europols moving through the stairwell . He talks quietly .He looks into the surrounding shadows unsure .

Raizo parkours across the roofs , the Hanta Kirra close behind . Shuriken sizzle past ; some missing , some lashing open whip cuts across his flesh .

Raizo pulls free the shuriken in his side . Drops them to the ground where they clatter back and forth like so much tossed change . He looks up at winged victory silhouetted against the moonlight . And suddenly the ninja are on him . Raizo blocks and parries . Counterattacks with a reverse cut - and throws himself sideways as a truck comes roaring down at him . The truck fills the screen with lights and horns and three tons of death . Raizo cartwheels over the hood , forcing the Scarred Ninja to leap the other way , and as he turns - - Raizo comes down on him , slashing his shoulder .

The fight is now two one against one , and one of them is Takeshi . Their swords crash back and forth , sending sparks flying . Raizo is tired , already wounded by the shuriken . With a cry , he hurls a second Ninja back and spins to face Takeshi . Too late . Takeshi 's blade gets under his guard . Opens up Raizo 's side . His sword is ripped free from his hand , rebounds off a speeding sedan and clatters to the ground thirty feet away . Raizo stumbles backward . Life 's blood dripping down and splattering on the concrete . Takeshi raises his sword high . Smiles .Mika 's car slashes across the width of the street screeching to a stop next to Raizo . The door snaps open .Raizo gets into the car . Collapses into the seat , arms wrapped tight around the ugly wound in his side . She peels away before the others can stop her . Mika carves a path through the traffic , driving as fast as she can . Eager to get more miles between them and the ninjas . Raizo lets out a gasp as the car goes over a bump . His shirt is drenched with his own blood .The car speeds into the night .

The sort of store where the owner lives above the shop . Mika pounds on the door as a LIGHT comes on in the floor above . A moment later , the door opens .He steps out of the way as Mika helps Raizo in , bloody and half - dead .

If you are in pain. if you wish to die. there are other ways, this will be agony -

Herbalist places herbs into a hand - grinder as Raizo staggers through the rows of bowls , grabbing what he needs and handing it to her .Raizo ignores him . Gives her some more dried bits and pieces . The herbalist shakes his head .He goes to find a pen and paper as Mika grinds away .She goes to a tea kettle , pours water into the bowl . He reaches for it , and nearly collapses . She helps him raise the cup to his lips . Tilts it and watches him drink . Takes the empty cup away from him . Raizo shudders as the drugs course through him .His eyelids flutter . She 's holding him up now - muscles already loosening .He slumps over the counter like a child dropping into deepest sleep as - - the herbalist comes back , pen and paper in hand . He pauses as he sees Mika standing over Raizo . She looks from him to Raizo and back again , then :

Mika is the proverbial bat outta hell . Her phone is at her ear .

The lights are back on but the place is trashed .She glances at his slumped body .He takes a breath .The news crushes her .She hangs up .

She steps out of the shower and dries herself with an evergreen branch .

In the bedroom , Raizo is sprawled out on the bed . She is wearing new clothes . She takes a drag on a cigarette then passes the smoke over her body .She looks at him .She opens her fist ; inside is the tracking device Maslow gave her .Bending over him , she kisses him gently .

There 's a crowd of other OFFICIALS there , having turned the place into a makeshift command and control center . An AIDE rushes in from an adjoining room , goes to Maslow .

Mika watches from the trees as a shadow comes to life on the balcony outside their room . It pauses as if sensing something .

Raizo lies alone . The heavy shadows begin to undulate as the Hanta - Kirra emerge . Takeshi 's eyes gleam the way a blade gleams .

A moment later the door bursts open ; Maslow and his men pour into the bedroom . The bed is empty . Raizo is gone . Mika is sitting in the chair .Maslow embraces her . FLASHBACK - INT ORPHANAGE DORMITORY - NIGHT There is a furious storm raging outside the thin screened walls . Raizo is watching Kiriko who seems to be sleeping . In a flash of lightning , her eyes open and she stares at him and he feels in hi heart what she is saying goodbye . The flashing ends and as the thunder booms , she is gone , melting quietly into the shadows .

Two shadows race through sheets of rain , visible in flashes of lightning . He catches her near the base of the wall .She smiles .She puts his hand on her chest , then leans in and kisses him .He can not imagine what that life might be .She bows her head and turns .She races for the wall . He watches her climb . And disappear .

Raizo drifts on the edge of consciousness . He can sense some light filtering through the edges and air holes . The air begins to smell familiar .FLASHBACK - EXT. . ORPHANAGE COURTYARD - DAY The clan is gathered outside , the sun beats down on the Spartan courtyard . Kiriko 's body is twisted , bound to a pole like one of the Bonsai trees . Ozunu delivers his eulogy .Raizo stands among the clan ; his face a mask .He unsheathes the ancient Wakizashi , then offers the hilt to Takeshi .Takeshi hides a smile as he takes the blade . Kiriko looks out into the clan and finds Raizo . He can hear her heart pounding . Takeshi knows where she is looking as he prepares to strike . Blood pounds in Raizo 's ears . The sword plunges into her heart . Raizo hears it die - And feels his own heart stop .

A bucket of water slaps Raizo awake . He 's bound to a pole in the middle of the courtyard by thick rope that bites into his flesh . Ozunu stands before him , as well as the rest of the clan , down to the youngest of them . Watching silently . He looks the same as he has in the flashbacks - except that now an ugly scar runs diagonally across the length of his face . Trace of Raizo 's blade from atop the building in Dubai . When he speaks , Ozunu is speaking for the benefit of the rest of the clan as to Raizo .He looks to the rest , pounding the message home . The message that says hope and escape are futile .He looks back at Raizo , approaching slowly . Taking his time .He hits Raizo . Hard .He takes a knife , and very carefully cuts out a very small piece of Raizo 's flesh , from the upper arm . Raizo does n't cry out .He STRIKES Raizo as he did long ago , his hand jutting deep inside gut , flicking switches of nerves that cause instant agony . This time Raizo does cry out .He twists something in Raizo 's belly and violent spasms wrack the young man 's body . Blood burbles up through his mouth and flows down his chin .One last gouge in Raizo 's stomach sends a heaving shudder through him . Confident , victorious , Ozunu turns and walks a few steps away as - - Raizo coughs up a bloody wad onto the clean floor . Takeshi smiles at this , then looks more closely , seeing something amidst the bile .Ozunu looks down and sees a tiny steel cylinder . A single LED light blinking through the gore . He nudges it with his foot . and TIME SLOWS DOWN as he realizes what he 's looking at . He slowly raises his eyes - - and meets Raizo 's gaze as suddenly - - EXPLOSIONS rock the orphanage 's centuries - old gate . A reinforced military Humvee crashes through the cloud of splintering timber with a roar and an explosion of blinding lights . The Ozunu Clan scatters as the massive vehicle heaves into the courtyard , revealing behind it still more vehicles , all equipped with brilliant lights . The ninjas take to the shadows , trying to melt away , but the shadows are gone . There 's no place for the ninjas to hide anymore . We FIND Mika and Maslow in one of the lead vehicles as - - Takeshi draws his blade in a smooth arc , raising it over Raizo 's helpless form . Maslow takes aim with his submachine gun and squeezes off a long burst . Takeshi blocks some of the slugs with his sword and dodges the others . He slides into one of the few remaining shadows . One of the soldiers sees him making a break for it and fires an incendiary grenade . The explosion sends incandescent white phosphorous splashing through the courtyard , but Takeshi is gone . They prepare to fire another one when Maslow comes on the run .But some parts of the orphanage are already on fire , the flames spreading through the ancient timbers . The carnage continues . Maslow fires at the fleeing ninjas as Mika rushes for Raizo , pistol in hand . One of the MP 's screams as a shuriken rips open his face as other Mps FIRE back at the ninja , tearing him apart with gunfire . Mika makes it to Raizo 's side . He smiles at her as she saws through the rope with her knife .Mika finishes with the rope . Raizo pulls free and reaches for a fallen ninja 's sword and chain .Mika looks back at the sound of GUNFIRE tearing apart another ninja . When she looks back - - Raizo is gone .

The fires are ripping through the interior , leaping from bamboo furniture to paper shoji screens to polished wooden floors as - - Raizo kicks down the burning wall of the empty dorm , the futons smoldering . Raizo continues into the next hall to find - - Takeshi waiting for him . An apparition in the wavering blaze of heat , silhouetted against a wall of fire .They spring at other . Meeting in the middle of the hallway as the flames dance around them . recalling the lanterns they used to fight through , in the days of their training . Their weapons ring out a frenzied drum roll of steel on steel . Neither giving an inch . Evenly matched in skill and ferocity . Locking together for a moment Takeshi smiles .Raizo 's back glistens orange in the firelight , sweat pouring as he strains , attacks , defends and attacks again . Takeshi jumps over them , twists mid - air and ducks low beneath Raizo 's swinging chain as - - Raizo stumbles back on the polished floor , blocking Takeshi 's attack , but - - Takeshi catches his wrist in an iron grip . As he brings his sword around , Raizo gets a loop of chain around the blade and locks it tight . Both men spin in their sudden embrace . Faces inches from each other .Takeshi 's finger trips a hidden button on the sword . The blade retracts back through the handle and a yard of steel jolts out from the hilt of Takeshi 's sword . He moves to slam it into Raizo 's side . but Raizo FLIPS over him , holding onto the hilt and as he lands he - - DRIVES the steel into Takeshi 's heart . He still stands for a BEAT , more by inertia than will , then slumps , dead , to the floor . Raizo stalks down the hall . One last task ahead of him .

Raizo walks across the Nightingale floor , his bloody footprints moving soundlessly . From the shadows he hears Ozunu 's voiceRaizo stops , considers this , then continues ; his footsteps now bringing every sound possible . Ozunu steps out of the darkness , as though shrugging off a cloak of midnight .His blade rises as like a Cobra 's hood , while the chain blade begins to spin .Raizo unleashes all his fury : The chain cutting with the power of an enormous buzz saw - Hacking timbers in half - Carving scars in the floors and walls - Braziers are thrown , fumes begin to spread but - Ozunu blocks or evades , absorbing the assault patiently Waiting for Raizo to tire , waiting for an opening .

A portion of the Orphanage 's wall burns through . Mika spots Raizo through the flames . She runs for him .

Raizo begins to weaken . An attack misses wrapping a beam and Ozunu has his opening - His assault is ferocious . Wounds begin opening like windows shears of blood billowing out . Raizo retreats , his chain just blocking , catching , or deflecting the whirlwind attack until - One sound cuts through the furious fight . Snap - zoom to Ozunu 's ear as - The hammer is cocked , a cylinder spinning into place .She fires and Ozunu twists enough so that the bullet grazes him .A scatter shot of shurikens send her diving to the floor . But the distraction gives Raizo his chance . The blade whistles , the chain snaps and blood arcs out of Ozunu . Rage thunders the hall . Mika gets back up and aims but - Ozunu seems to pull the shadows and smoke around him as he disappears .She can not see him . Ozunu 's attack hits Raizo with the force of a bomb burst , his blade shatters through Raizo 's chain - Hurling him back , petals of blood fluttering from his chest . Raizo tries to recover , his chain now in two pieces .Ozunu emerges from the smoke behind her , a wraith . His eyes are as black as the sockets of a skull . She spins around but is too late . The ancient blade runs straight through her chest just as - Raizo finds them . He sees Kiriko , the same blade taking her life and howls - His pain a force of nature unleashed . The chain blades crackle in the air - Dual cyclones that batter Ozunu 's parrying blade which - Finally shatters against Raizo 's fury . And with a final scream , Raizo lunges at his master , the whistling blades lazering through his body until he separates , pieces hanging in mid - air , like an unstitched rag doll . Raizo throws down the blood slick blades and - - hurries to Mika 's side . He picks Mika up and walks through the falling timbers and blazing shards to the door .

The fighting is over now . All the combatant ninjas dead or long gone . Maslow sees Raizo emerge from the smoke and flames , carrying Mika in his arms .He runs to her side as Raizo lays her gently on the ground .Raizo puts his hand on her chest . Closes his eyes . We can FEEL her heart - beat . Bump - thump . Bump - thump . Raizo opens his eyes .Raizo touches her face as she takes in a sudden breath . He smiles distantly .Several medics rush to them , Raizo gently laying her on the stretcher . As they immediately begin working on her , Raizo fades back . Maslow remains at her side . Her eyes flutter open .She points to the right side of her chest .She smiles .

I do n't know. she's got a hole right through the middle of her heart. but shes not really bleeding, that badly.

Raizo stands among the bound trees .FLASHBACK - EXT ORPHANAGE BONSAI GARDEN - DAY Kiriko releases one of the trees .Raizo releases a tree .FLASHBACK - EXT : ORPHANAGE BONSAI GARDEN - DAY She listens to his heart .

He stands and looks at the wall . FLASHBACK - EXT ORPHANAGE COURTYARD/WALL - NIGHT The storm lashes against them .

He begins to climb . FLASHBACK - EXT. . ORPHANAGE WALL - NIGHT She kisses him .

We hear his heartbeat . Bump - thump Bump - thump . As he stands on the edge of the wall . In the next moment he is gone - And finally , free . FADE OUT .

TITLE SEQUENCE THE DEAD OF NIGHT Pitch black . Dead quiet . Dim faint light appears in the distance , approaching , growing larger . As the light nears , we recognize car headlights . Closer and closer until the car is bearing down upon us with great force .

Two men in the front seat , FISHER and MOORE . Fisher drives . All seems quite normal until we take a closer look , sweat matts hair , dirt stains on white tuxedo shirts hands are blistered and bloody . They seem almost entranced .SILENCE . PUSH IN ON Fisher .FISHER 'S VISION - GRAINY - OUT OF THE PAST THREE RIVER STADIUM - DECEMBER 23RD , 1972 Playoff game between the Oakland Raiders and the Pittsburgh Steelers . Scoreboard reads : 22 seconds , 4th down , 10 yards to go , 4th quarter .

`` The Oakland Raiders have taken a 7 - 6 lead in a, tough, football game and this crowd is standing.''

`` Hang on to your hats, here come the Steelers out of the Huddle.''

Boyd. I do n't know man. It just seems to me that ever since you took Tony Robbins self - help thing. you're all fucked - up in the head.

Maybe go up to the North Pole, the Arctic. Tag polar bears with dart guns. I've always had a pretty good aim.

He came to me early today, was talking about money, insurance money. Said he was gon na get what was his.

He said he was the Brain Trust. Said he was smarter than all of us. He started reading `` Atlas Shrugged,'' staring at himself in the mirror.

I've been thinking about what you said that day. The prayer. About using this whole mess to bring out the good in me.

I think there's a lot of truth in that. I'm gon na pursue some options. I want to join that Big Brother thing.

I want a black one. A little black brother. That's a big problem it seems to me. Lack of racial integration. That's a big one. You think?

Because you wanted to. You wanted this to be your wedding not your parent's.

I'm sorry. I'm sorry I forgot the tent. I do n't think I forgot anything else.

It's a bachelor party. You sort of have to do it before the wedding.

I asked you to marry me. I'm ready for marriage. That's responsibility. That's growth.

I'm not going to marry you with the smell of prostitutes on my body.

Lately I'll just start getting lightheaded, dizzy, and I realize I have n't breathed in like two minutes.

Is this Pico Party rents? Can I speak to whomever is in charge of chairs? Chairs.

Tony? This is Keith Fisher. You're doing my wedding and I'm calling about the chair situation. Yeah, I'll hold.

Yes, I was holding for Tony in chairs. I have a chair problem. No, I'm not Tony, I need to speak to Tony.

Right! That's exactly what I'm saying. My father said, first of all, I'm your father not your friend. I'm your father.

If my son does n't know the six New England states, if he has trouble with geography, I wo n't stick it in his face. I'll help the little guy. I'll put him in the car and take him out there. I'll take him to Maine for a big Lobster dinner, go skiing in Vermont, hot dogs at Yankee Stadium. I wo n't stare him down.

What are you talking about? Adam's right. We do n't have a choice here Boyd. I mean what are you talking about? What options?

Dear God, please forgive us for what we have done here tonight. We have lost our way. Speaking for myself, let me say.

I am deeply in love with the woman I am about to marry and I look very much forward to raising a family and being a positive member of society. We promise, if you forgive us, we will never forget this tragedy and will try with all our powers to use it as a daily reminder that we are here on earth to do good not evil. Let us go from this day forward with new purpose and spirit. You have given us a second chance and let us take that second chance and use it as fuel to feed our fires of productivity so that the spirits of the two we now bury live on forever in the good deeds and positive achievements we from this moment on shall make our life's work.

Thank you lord, and again, we ask for your forgiveness and guidance. Amen.

Yea. It's great. seems like. I do n't know you've got all the important stuff in there.

`` Darli. ing you, ewe ewe ewe, send me, Darli. ing you, ewe ewe ewe, mend me.

Yeah. Look honey, I'll be right in. I just. we're just taking care of some Groomsmen last minute business.

OK, OK. You guys just go back in. Dad, keep going with the toast, we'll be right in. Go on.

. burying them outside of Vegas, about Boyd being the ring leader. She wants to know what the hell is going on and I'm starting to freak out here.

No, but she's definitely pissed and hostile. And she's clearly starting to think that's something's not right.

I told her that I have no idea what Adam was talking about in that letter.

Well I do n't have that skill and if I had to guess I would say that in no way did she believe me.

No one's discussing it. I'm just gon na run Michael home. I'll be right back.

I appreciate it. I do, but. maybe you ought to just ease up on yourself a bit.

Oh Liz. We. God. We, in Vegas. Michael crushed her skull. She was dead. There was nothing else to do. It was an accident.

She's not alone. She's. Boyd. Oh God. He's gone nuts. He killed Lois and Michael. it's all.

You've got a warped thought process. Your brain does n't function properly.

I'm talking about some bad, bad, very bad things. Bad things! Those are bad fucking things!

I do n't know. He could have told someone. He could have, like in the event of his death, somehow let someone know where those bodies are buried.

I. Liz. all I ever wanted, was for you to be happy. I just wanted to give you the wedding, the life you always dreamed of.

Yeah. I'm thinking about Michael's Franco Harris fixation. You know how Michael was always harping `` Immaculate Reception?'' I've seen that play. A lot of times. and I have to say this. Franco was lucky. Flat out, right place, right time. That's it. He was where the ball bounced. You get me?

I'm saying it's luck. All luck. You work your entire life, all the training, focus, all the dedication, all irrelevant. Where does the ball bounce? My father spent his whole life trying to start a company, practiced every day, worked like a dog, finally got enough money. He's paid the dues, he's ready, does all the market research, picks his shot - `` Pup Corn.''

That's right, `` Pup Corn.'' Doggie treats. Little snacks for dogs. He's figured it out. There is a hole in the market and he's going to fill it. Spends all out money, works himself into not two but three heart attacks getting this shit up. After fifteen months, the big day arrives, the first box of `` Pup Corn'' pops off the belt. He comes running home with that box, pulls us out of school. We all pile into the living room, must be fifty of us, and in comes `` Shelmer,'' our 8 year old mutt. `` Here Shelmer,'' my dad cries. He's got that little fucking pup corn in his hand, `` Here girl.'' This dog will eat anything, she eats rocks, anything. She walk's up to my dad's hand, looks down at the little pellet, licks it once, turns around, walks out of the room. Shelmer rejected the `` Pup Corn.'' Fifteen months of my dad's life, right there. Not one dog ate Pup Corn. Not one. Three months later, `` Pup Corn'' shuts down. Chapter Eleven. My father never got over it. Never.

Remember a scout is helpful! A scout does n't scream in the face of adversity.

`` It comes down to one big play, 4th down, ten yards to go. Terry Bradshaw at the controls.''

`` And Bradshaw, back and looking. Again, Bradshaw running out of the pocket. Looking for someone to throw to.''

. and it's caught out of the air! The ball is pulled in by Franco Harris!''

transfixed .Bradshaw throws .Bradshaw throws .The ball bounces off the helmet of a Raider player and is caught low by the Steelers ' FRANCO HARRIS .FISHER - DRIVINGOncoming headlights illuminate Fisher 's face . END TITLES .

SLOWLY TRACKING down a long line of couples . Some with kids , some old , some young , all waiting to pay their $ 55 and pick up their marriage license . We HOLD on a young couple , late 20 's , KEITH FISHER and his fiancee , LIZ GARRETY . Fisher has a blondish quality to him , unassuming , pleasant , attentive , a bit more reactive than he could be . Liz is quite attractive , but somewhat tense , and not at all happy about having to stand in this very slow moving line .In front of them a middle - aged MEXICAN COUPLE make - out intensely while their chubby little THREE YEAR OLD stares at Liz .Liz pulls a note - pad out of her daypack .A YOUNG TEENAGE COUPLE behind them stares at Liz , a bit confused .

I'm working my ass off here. I've taken care of absolutely everything Keith.

Do n't you put this on me. Do n't do it, do n't do it, do n't do it, do n't.

It amazes me how organized you and your little fun bunch can be when it comes time to mobilize to Vegas.

Why do you feel the need to explore this side of your personality?

I'm talking about the kind of people you hang out with. about growing up, assuming responsibility of yourself.

I just think that at some point you're going to have to re - evaluate some of your friendships.

It's not that I do n't like him. But the wedding has really got me thinking and. I just keep myself opening up. Growning. And I want you keeping up with me here.

You're going to be hungover for three days. Like those guys on `` Oprah'' that get drunk and have disgusting sex with prostitutes and then say their vows with the stench of cheap hotel whore sex all over them.

I am not common Keith. I am not common. I am a creature like no other and I will not be commoned! Is that to much to ask?

We're supposed to have gold - trimmed padded seats, now they're telling me that there was a mistake and we ca n't have padded.

Well, the night is young. Did you straighten out the chair situation?

Then you'd better work on it in the car. We got ta go see the Judge.

I kind of like `` till death do us part.'' I mean, this is forever. In sickness and in health, through good times and bad. Honey, what do you think?

We do n't think so. I mean, we just want the singing when I come out.

We're just going to have the leader of the band sing alone with his guitar. Acoustic.

`` At first I thought it was infatuation. But oh it's lasted so long.''

We're in no hurry. I think we'll take some time to enjoy each other, enjoy our freedom before we surrender ourselves to kids.

After the wedding, which we're paying for ourselves, and this house.

Talk what out? We are locked and loaded here. We are non - refundable. I've got relatives on the airport right now! I've got.

My God. You've got to call the police, tell them it was an accident. Where is she?

Stop! You stop right here. I do n't want to know anymore. I told you not to do this Bachelor Party thing. You were warned.

No buts. I've waited twenty - seven years, twenty - seven years I have focused and prepared to walk down that aisle. I will not be derailed! I will not be embarrassed! I will not be denied! I am walking down that aisle tomorrow come hell or high fucking water!

You and Moore move the bodies and bury Boyd with them. In fact, put Moore in the ground too.

TIGHT ON a `` Fred Sands '' realty sign being pounded into the ground . Pictured on the sign , as `` offered by , '' is realtor DAVID BOYD , 30 - ish , short hair , smiling with bizarre sincerity . WIDER to reveal , David Boyd in the flesh , suit jacket off , pounding away , sinking the sign into the front yard of a cute little house . His CELL PHONE RINGS . Boyd , gets the phone from his jacket .ANGLE ON A YOUNG COUPLE , obviously here to see the house .Bewildered and somewhat intimidated , they back off .Boyd hangs up , puts on his jacket and turns with the same bizarre insincere smile in his photo . Hand extended .FISHER AND LIZ IN LINETIGHT ON - CHARLES MOORE Late twenties , a chef in a very upscale , very busy KITCHEN . His name , `` Moore , '' is embroidered on his white chef 's jacket . Food orders fly all around as Moore works with a mesmerizing focus , a poetic sense of purpose , fifteen things going on at once ; he chops , sautes , braises , etc . , in a perfect mute silence . FISHER AND LIZ STILL IN LINEPeople are staring .Finally , at the head of the line , Liz steps up to the clerk .

David Boyd. Tina. Great. Okay. Here's the deal, we're talking five guys. Hard Rock. Nice guys Tina. My friends. Yeah. I'm calling you directly so you do n't have to go through the agency.

That's correct. Cash straight to you. Yes. Twelve hundred? I do n't think so. It's just stripping. Just a show. Hold on.

So it's five guys, Hard Rock Casino. Nine hundred bucks and you do the thing with the rubber hoses. Are you in? Tina, are you in? Good.

Four hours and fifteen minutes. I can make Vegas in 3 and change.

An acquaintance friend of mine is professionally involved with a communications outfit in Denver that I just happen to know for a fact is about to be rewarded a very large, exclusive contract to rewire every state prison in Colorado. Yes sir.

That would translate to government guaranteed contract in excess of 35 million dollars.

Or a stock kick of approximately 125 % on shares which are currently sitting around $ 4.38, or, in plain English.

That's the whole point. They rarely work out. But on occasion they do. And when they do, they do big.

One idea that if you had fucking listened to, you would each be worth approximately 15 million dollars.

I set up Fisher with the broker that found his house. Took care of that one, did n't I?

Jack Kerouback, Herman Melville, Henry Miller and Hunter S. Thompson. I dedicate this evening to fear and to major loathing. So from sun set to sun rise, let me be heard.

I am a lover. In Africa, you can stay king as long as you can service your women every night.

If I'm the king of Israel, I say to myself, King, I say to myself, King. Take a good look around. What do I see?

I say to myself, look at the map. Look what's all around you. People who wish bad bad things for you and your people. For thousands of years the Jews are fighting everybody. It used to be they'd throw rocks, then the iron revolution and they would attack with spears. Then the gunpowder revolution. Now they're shooting fire power back and forth, all day bullets flying, babies getting shot.

Now if I'm the King of Israel and all these sand niggers are armed to the gills and you know it's just a matter of time. right? Am I right?

Look up the chickens, dig up the holy dirt, pack up the wailing crying wall thing they bang their heads on all day long, stick it all on a big fucking tug boat. The whole country picks up and takes Mexico.

The Mexicans would love it. They're dying for a little order down there. They need direction.

That's what I'm saying. Let the Israelis straighten it up. They got plenty of room down there, number one. Plus, and this is just a plus, they kind of look alike - the Jews and the Mexicans. So I think on a whole your average Joe Mexican is gon na have less of a problem getting his head around the whole assimilation thing. Am I right?

Listen to me. Please. Everybody just calm down a bit here. Okay. First. are we sure she's dead?

Stop it! Listen to me. Let's just take a second here and take hold of the situation, OK? Let's just review our options here.

Yes sir, there sure is an option here. There are always options.

Well we can definitely call the police. That's an easy call. If we call the police. What happens?

They find a dead prostitute in the bathroom. They ask us. What happened? We say, ah. our friend, Michael.

Your brother. got a little out of control. they were making love. and he got a little excited. and he, ah, sort of beat her head into the side of a toilet, while he choked her to death with a rubber hose.

What were we doing officer? Why did n't we help her? Well. we're all a bit high, you know, bachelor party, that kind of thing. Fisher here is getting married in three days. Beautiful wife. he did n't have anything at all to do with it. It was all Michael here. just Michael.

I've known him for while maybe twenty years kind of a close friend but hey what the heck officer, take him away, go on it's for his own good.

We can take her out to Red Rock. Find some quiet place. and put her in the ground.

What's insane is the fact that Michael here put a fucking girl's head through a toilet. That's insane.

She's got bondage burns on her wrists. There's blow all over the room, Moore looks like he went at it with a mountain lion. This room looks like the Manson Family stayed here a month. Michael goes down, we all go down.

Lets take a vote. A simple vote. Two choices ; we clean up the mess. Right now. Bury it in the desert, go home, and never look back. Or, we can call the police. Open those doors, roll the dice and hope that it's only Michael who falls. Let's take a vote. Desert. or police?

Wrap her up in blankets. Bring the car around to the back of the hotel, throw her off the balcony, put her in the car. Done.

Someone goes to Walmart, gets some buckets, brushes, mops, Spic and Span, the works.

The reality is, you take away the horror of this situation, take away the tragedy of the death, take away the moral and ethical implications of all the crap you have had conditioned, beaten, into your head since grade one. What are we left with? What? A 115 lb. problem. 115 lbs. that must be moved from point A to point B. Now, a straight line in the shortest distance but we are denied the luxury of a visible straight line. But that line exists and I see it. I see that line. Trust me. Adam. Trust me. I can take care of this.

All right people. New plan. Not even a new plan so much as a modification of the old plan.

Surrender is no longer an option. I repeat - It is not an option. Is there anyone who does not understand that?

A little gut check time fellas. A time for some serious self - exploration. How do I function? For real? No more bullshit. Can I keep my cool when they bounce my bananas? When they wo n't play my fucking song? etc, etc.. Do you get me? Do you get me?

Not a problem. Understand not my words, but follow my orders. Follow my orders

We will organize, we will mobilize, we will maximize and prioritize.

Now I am the last to say that we have done here is a good thing. It's not. It's not a good thing. But it was, given the circumstances, the smart play. We did what had to be done. And. well. I'm proud of us. I'm proud of each and every one of us. We performed. Under the most complex and nerve shattering of situations, we stood fast and we delivered. I feel proud.

Wrong. That is flat out wrong. hell is for cowards, for hypocrites who fear to live by the strength of their own convictions. This is war. Given the circumstances and given the fact that we are alive and they are not, we have chosen life over death. Two wrongs do n't make a right. So our conviction and execution would only mean more death here, not less.

That is a load of shit. Personal power has nothing to do with any of this. Tony Robbins has helped me to unlock energy and see my options more clearly, yes, but to give him credit for this, for all of this. Well that's just more than the man deserves.

No, this is the perfect time. This is real time. Adam. Your brother and I, as well as several others present, have always suspected that you.

. are a fully repressed, living in major denial, locked down, fly - boy butt - fucker.

The past is the past. Today is the beginning of the rest of our lives.

However it goes, the point is, nobody says anything to anyone ever. Right? Right?

Oh that's just nothing. That's just a missing persons thing, that's all.

Oh I did? I think it was your little rat fuck brother who decided to play Hamburger Helper with the hooker's head.

The problem was our quarterback had trouble remembering his right from left.

OK. Definitely not cool! Definitely inappropriate behavior here.

Negative. This is not what we have worked out in terms of presented behavior.

You got some mighty fucking fine bad timing Adam. We got a rehearsal situation here.

It was just a crazy freak accident. He thought the car was in reverse. He did n't realize.

The wedding. We were talking bout how it was going to be one of the last times for us to all be together with Fisher not being married.

Well I ca n't really comment on what `` a lot of people'' thought. I can only tell you that we had a horrible accident here and were all feeling extremely traumatized and your questions are a bit poorly timed. We're in full on grieving mode right now thank you very much Officer. Randone.

No easy Boyd! I got a best friend in there in pieces. How about a little sensitivity?

The need to know is clear. What did Adam tell Lois? That's the name of the game. What did Adam tell Lois? What does Lois know?

Yes, you did. Now that is the question! That is exactly the question we should be asking ourselves. You tell me Fisher. What have we done?

You want to know what you are doing here?! You are love pumping. You are protecting all that is sacred and beautiful and in sync with poetry and sunsets and little newborn babies. You are walking the walk. This is it Fisher, the real stuff. You love this woman. Love is second to nothing. I love you. I love Moore. I love Michael. This car is full of love, and nothing - absolutely nothing - supersedes love, man. Nothing. We will do what it takes. Whatever it takes.

Does she sound pissed, scared, hostile? Did she mention the police?

And it was n't the first time. He had a thing about prostitutes.

Mommy just needs a little time out. Everything's gon na be okay. Okay?

After you drop the kids off, take Michael home. Put a few drinks in him so he'll sleep.

You think I would hurt Lois?! She's the mother of those kids! What is wrong with you?

Okay. Here's the deal and it's a good one. Lois is cool. It's a pacified situation.

I'm talking about Lois having relaxed her anxiety. Only deal is. you still got Michael there?

That it was all an accident. She wants to here it from Michael's mouth.

I got a peace treaty thing happening over here. let's get this over with.

You are going to tell Lois that it was all an accident. Okay cowboy? You got me?

Michael was having an affair with Lois. That's what Michael and Adam were arguing about in the parking lot. Michael killed Adam in a jealous rage. Lois broke it off with Michael, he strangled her to death and then shot himself in the head.

Okay, we're about two minutes out. Moore, better take your position.

This is a situation that defies judgement. We have acted and showed courage that is not of a kind known by most.

You care to add a little specification to that slanderous accusation?

I'm serious. I'm the serious one here. I'm the one making the play. I'm the Indian Runner. And I want my money.

Blood money. Insurance dollars that you have thus fucking far decided not to tell me about at all. In no way have you mentioned that money. And I find that to be very very offensive.

And if you think you can fuck me, do n't. Cause I'm fucking insulated Fisher. Protected. Backed up on floppy. Do you get me? I want my fucking money!

I'm a lifesaver. A lighthouse. Up all night in the rain, in stormy gale force wind, tornado and fucking earthquakes. I stay lit for you. I stay lit. I do n't go dark. I never go dark!

Fisher and Liz emerge , start for the parking lot . Liz stops to look at Fisher , her eyes well with tears , vulnerable and apologetic .FISHER takes her into his arms , pulls her to him , kisses her hard , for all it 's worth .

Desk after desk after desk of identical men , seemingly repeating the same task . We find Fisher at one of the desks , number crunching . At the desk across from Fisher sits . MICHAEL BRENN , short , compact , with a severe personality disorder , masquerading as semi - appropriate behavior .Michael 's phone rings .Fisher looks pale .ADAM BRENN , Michael 's older brother , mid - 30 's , a bit soft in the belly , approaches , more or less in charge .Adam goes .Fisher 's phone RINGS .

I'm amazed the windows do n't blow out of their fucking sockets with all the repressed, ass - puckering rage in these soul - less lizards.

Same alarm clock every morning, same two pops on the same snooze button.

Hold your horses. Okay. Got it. 6.321 at 17.28 for 6.6 at 9.256 out at 3432.343.

Same shower, towel, toothbrush, razor, hair gel. It's a fucking epidemic Fisher and you better start addressing it. You're getting married and I'm not going to candy - coat it. It just gets worse. It's an eighteen wheel cement mixer that will crush every bone in your body.

We're leaving from my house in three hours. If you want to come, get your numbers in order by then.

The Israelis can protect themselves. They got the Mossad thing happening. Mossad's for real, man. They scalp babies.

You never were a team player. That's why you never had any friends.

You have acquaintances - business friends and superficial golf buddies. You have always been a fringe player. You have some serious male on male intimacy problems.

You're the loser! You think your shit's so fucking righteous! FUCK YOU! You were there with us, boy! Right there! SIDE BY FUCKING SIDE!

Franco Harris has a flare for the dramatic. The former Pittsburgh Steeler running back, beat known for `` The Immaculate Reception,'' his improbable sixty yard Ricochet Reception. I say Ricochet Reception has made a bold move on corporate America.

Harris has lead a group of investors in the purchase of the Park Sausage Company. By taking on the challenge of resurrecting Park's, Harris is engaged in the equivalent of a sudden death overtime.

He must take an open - field run to profitability through excessive debt large competitors and dwindling market share. Before the clock runs out.

I ran down my brother in cold blood. Shame on me! Shame! Shame! Shame!

Time to pay the man. `` For if we confess our sins he is faithful and just, to forgive us our sins, and to cleanse us from all unrighteousness.''

`` Kill one man and you are a murderer! Kill millions and you are a conqueror - Kill all and you are a God!''

`` The memory of the just is blessed but the name of the wicked shall rot.''

Yeah. I got some kind of buzzing. Like a zzzzzzzzzzzzzzzz thing just chipping away in the back of my skull.

Dad used to bring home these sparklers to me and Adam. Out back we'd light'em up. The three of us. We'd hold'em up to the sky and watch the explosions of light. Sparks. And dad would be all. `` Get ready''. `` watch for it''. `` here it comes,'' here comes the `` wahoo''

The sparkler would burn hot, then hotter, then even hotter. and there would be one moment of pure burn when that little fucker would cook just perfect. Perfect. It would only last a second, but that second was it. It was it. That's what dad had us looking for. You get me?

That's my point! You see Man. burning at his absolute. To see all the forces just come together, just right, you know, just in perfect harmony. That's what I'm driving at. You get me?

I've been looking for that flash and I look and I look and I ca n't find it. And what if I already had it? You know. My moment? What if it's gone? And I never saw it?

You're getting married, man. That's a fucking beautiful thing. Just a beautiful thing. I just ca n't stop breaking beautiful things.

You see for me it's over. Over baby. I'm gon na turn myself in. After the wedding of course. After the wedding. Out of respect.

I said out of respect. Respect for you Fisher. For you and your wedding and your beautiful bride. There will be no more rain. You see where I am here?

No. No. No. This is my doing. You see I'm gon na have my wahoo spark for my own. For Lois and the kids, for my brother, for Franco. I'm gon na turn myself in. I am all that. I'm gon na do it for sweet Lois.

If I was to think. If I were to think. No I mean I have thinked it over. I have. And without putting a lot of pressure on you I just. Well I just.

Well if you do think about names. Michael's a pretty good one. It's done me all right.

It's really a stupid opinion. You have developed an annoying habit of talking for what seems to be no other reason than to hear yourself speak.

No, because your opinions are idiotic and have nothing to do with what any given conversation is about, which makes 85 % of your eagerly injected thought process highly offensive to me.

You ca n't keep bringing up Starbucks. That was your only real hit in like 75 tries.

All the bullshit aside Fish, we've been coming up here for what, eight years?

Over eight years of some of the hardest raging experiences of my life.

They've all been real times. And as you prepare to enter into a new phase of life, as you prepare for new roles ; father, husband, teacher, you will, as I have, come to except the letting go of of old ways. Soon, the mellowing will begin.

Tonight we return once again to the cave. Tonight we let the monsters out. We fill ourselves with the spirits of Genghis Kahn, Joe Namath, JFK, Paton, Lombardi, Hemingway.

No. No. No. It's what my father said to me. He said it and he meant it. He said to me. He said, Adam, he said. He told me and I heard him. he said.

Hell he said so many Goddamn things I ca n't remember everything he said for Christsake.

Then fuck what your father said, cause I'm gon na tell you right now. You'll know what it's all about, why you got married and why you love her when you wake up at three in the morning, and the streetlight's coming through the window and it's just catching a corner of her face, like a sleeping angel. And her hair smells sweet and she's your's. She's all your's. Do you see where I'm going here?

I tell mine that they're little men. I tell them they're strong. They make me feel joy. I let'em know. So they really know that I need them just as much. You know. Just as much man. And you know, you're their godfather.

Y ` see? That's the real point here. That's what I'm driving for, when the big storm comes and knocks down all the forests and the rocks fall down and the leave's are bare. What's left? The little trees, the little fellas that the storm did n't see. The tiny little.

We have a dead woman bleeding all over the bathroom. What options? Call the police.

You do n't play games with Homicide police. There are no options here. There is not the luxury of worrying about how the fallout will settle.

You do n't just casually walk out of a Vegas Casino with a dead woman.

Have you completely lost your mind? So you get her out of here. So you get her out into the desert somehow, without anybody seeing, so what, you do n't think at some point somebody might notice that she's gone?

Her blood is all over the bathroom. I'd say that's a bit of a DNA problem.

Bullshit it's not accessory. I did n't do shit. You call the cops, you explain it was an accident.

That's a horrible ugly comment. `` Dead whore?'' She's a person!

You do n't think someone will have a problem with a body being thrown off a balcony?

According to Jewish law, the blood and limbs are considered to be part of the human being. They must be buried together or their souls wo n't rest in peace.

No we're not. The bodies are all mixed up. We ca n't do this to them.

Open the suitcases, unpack the body parts and reunite the limbs.

We are all going straight to hell. Either hell or prison, whichever comes first.

We are. We go to the police. We tell them the truth. Now. Before they find out. Now. We save ourselves.

I got a migraine like a little monkey kicking in the side of my skull, Mike Tyson with a fucking sledge hammer trying to crack.

We're gon na get caught. I know we're gon na get caught. They were eyeballing my car.

If you ever touch my minivan again, I'll make you sorry. Real sorry.

You're the loser! A big black hole sucking up everything you touch! YOU MURDERED THAT GIRL! MURDERER! MURDERER!

I wo n't calm down. I ca n't do this. We ca n't do this. It wo n't work. It will not work.

I'm talking about DNA samples, fiber optics, search parties, they got infrared scanners, FBI scientists. They figure this shit out. They always figure it out.

Liz sits at the kitchen table , in a mild panic .INTERCUT Liz and Fisher .

BOYD , MOORE , FISHER in the middle , MICHAEL and his older brother , ADAM , all in suits pose in front of Adam 's brand new , state of the art , Chevy Minivan while Adam 's very aggressive wife , LOIS , mired in domestic resentment , focuses her camera .Adam 's and Lois ' kids , Timmy , 8 , and Adam Jr. , 10 , watch with Liz . -LRB- Adam Jr. , in leg braces and crutches , suffers from muscular dystrophy -RRB-Lois clicks off photos of the men .The guys break . Fisher goes to Liz .Adam kisses Lois and the kids goodbye . Adam Jr. nearly looses his balance in the excitement , Adam catches him . Boyd starts to get in the drivers seat .Boyd slides over shotgun , cranks the MUSIC . Fisher 's the last one in . He slides the big Minivan door shut and they 're off . Adam looks in the rearview mirror , Lois , Liz , Timmy wave goodbye . Adam Jr. waves one of his crutches .

Notice how clean and well - behaved they all appear, respectable members of modern society. Timmy, Adam Jr., take a good look at this.

We will compare these before photos with whatever form of degeneration presented to us in 24 hours, no matter how low, how vile.

regression of Modern Man to his most primitive, ape - like state.

Group shot. Here we go boys! Yes sir, compare and contrast time!

They're screaming like monsters and it's giving me a headache. Go get some fucking Starbursts.

Keith. It's Lois. I just found a note up in Adam's study. It's some kind of crazy confession about killing a stripper and cutting up bodies and.

I never liked you Boyd. You're a snaky little fuck. Always have been.

I do n't want to hear it from the liar. Stick a plug in it Boyd. Fisher? What happened in Vegas?

I will call the police right now if I do n't start getting some answers.

The minivan cruises east : from Santa Monica ; through downtown Los Angeles ; and the City of Industry . At the turn off , a freeway sign reads ; `` Las Vegas 385 miles . ''

DEAD SILENCE . As they ride through the lifeless desert , Fisher dials his cell phone .Boyd checks his watch .Nobody gives a fuck .He turns away from the guys and stares out the window .

North of Vegas . The minivan is parked high on a cliff overlooking the city . A couple of Tequila bottles on ice , a case of Heineken . The boys are arming up .Boyd , carving a branch with his boy scout knife .Boyd holds the bottle above his head as the guys raise their glasses in a toast .The guys smash the bottles together in an explosion of glass and the golden Tequila .

Improvised DIALOGUE . CARDS fly . CASH and CHIPS PLAY FISHER on cell phone calls about the chairs again . TEQUILA POURS . Shot after shot after shot after shot . MICHAEL throws back a shot , falls off his stool . CASINO PHONE BOOTH Fisher sneaks a call to liz .

Liz is making place cards , `` I Love Lucy '' is on the TV .CASINO Fisher hangs up , a `` crazy about the girl '' smile on his face .

The MUSIC is LOUD . The boys are super drunk in the swank bachelor party suite . MOORE stagger - dances on a table . BOYD AND MICHAEL stand at the wet - bar .

Adam and Fisher .MICHAEL AND BOYD AT THE BAR speed hitting cocaine .ANGLE ON MOORE crazed with the rhythm of the `` Chemical Brothers , '' jumps up and down on the table . ON BALCONY Fisher and Adam power shooting Tequila .MOORE On the coffee table , dances the beasty dance . THE BARThe DOOR BELL RINGS . BALCONYMoore is on the balcony .He and Fisher stagger aside . HOTEL SUITE Boyd introduces TINA , a devastatingly sexy Asian girl , to all the boys .The guys , wasted , attempt to greet Tina .The guys point at Fisher , roaring . Tina presses her lips to Fisher 's ear .Boyd dims the lights , cranks up the MUSIC as the guys stumble for position on and around the couch . Tina starts to move , very sexy . Michael tokes a joint .TINA 'S DANCE MONTAGE TINA dances , slowly peeling off her clothes . The guys are into it . Michael seems especially turned - on . Tina moves in on Fisher , starts a very nasty lap dance . somehow incorporating a rubber hose . The guys hoop and holler . Michael is mesmerized . Tina grinds on Fisher 's lap , touching her nipples . Michael 's going crazy . He tries to touch her , she slaps his hand away . Fisher ca n't take it anymore . Tina relents . moves on . Michael reaches for her leg like a dog in heat . She passes over him , teasing , tormenting him , and settles onto Adam 's lap . The guys roar in approval . Michael glowers . Adam turns bright red as Tina arouses and rides him . Michael starts to burn . The guys egg Tina on , she gets off on Adam 's shyness , rubs her breasts in his face . The guys are howling . Tina sucks one of Adam 's fingers into her mouth . Michael looks like he 's going to explode . Adam 's overwhelmed , he politely bails out .Michael moves in on Tina . Hesitantly , she leads him into the master bedroom .Boyd reaches for the bottle as the beat goes on . HOTEL SUIT - MONTAGE Distorted , a bit crooked . MUSIC and DIALOGUE constantly changing levels . We 're not sure who 's saying what . We 're not sure of physical geography . The one thing we are sure of is that MICHAEL is fucking the hell out of Tina in the bathroom . Michael works Tina from behind . MOORE bouncing off the furniture . FISHER and ADAM , wildly high . BOYD sprays beer on Adam , who returns fire . Drunk they start wrestling , throwing each other around the room , knocking over furniture . Michael , tightly , ties Tina 's hands behind her back with her rubber hose .Fisher spraying beer all over Adam and Boyd as they knock a table over and end up tangled and brawling on the floor . Michael screwing the hell out of Tina .Moore wildly leaps from the couch to the chair , to another chair , back to the couch . Michael plows like a monster into Tina , hands tied behind her back . CLOSE ON her stiletto heels , digging into the marble floor . One of her heels breaks . she starts to slip . Moore jumps , misses the chair , falling down on the glass coffee table , GLASS EXPLODES . Tina falls , Michael reaches too late , she ca n't break her fall with her hands tied behind her . she 's going down . Moore falls through the shattered glass , to the floor . Tina hits her head hard on the porcelain toilet . Fisher , Adam , and Boyd stop brawling , stare down at Moore covered in glass .Moore is fine , not even a scratch . The guys break into ROARING LAUGHTER , completely HYSTERICAL ; shaking , roaring , releasing . TIGHT SHOTS of each HOWLING until . One by one . they sober up . looking O.C. TIGHT ON FISHER as his smile slowly fades to confusion , he stares O.C. at . MICHAEL Standing in the door , face ghost white , blood dripping from his fingers .

The guys rush in . Stop dead in their tracks . TINA On the floor , legs twisted underneath her , lies growing in a growing puddle of dark blood . SILENCE as the guys stare , trying to comprehend .Boyd pushes Adam out of the way . Starts feeling her pulse .SUITE Adam moves into the living room , heads for the phone . Boyd intercepts him . They wrestle for the phone .A reasonable point . BEAT .Fisher entering , freaked .Adam slaps Michael . Moore tries to break it up .SILENCE .Fisher wanders back to the bathroom door where Moore is ; they stare down at Tina as the conversation rages in the b.g.ON Fisher and Moore .As Moore moves in , transfixed , to take a closer look .PAUSE , as the guys digest this point .Fisher shuffles to a corner , collapses , head in hands . SILENCE .BOYD looks around . BEAT . Raises his hand .He looks at MOORE .MICHAELAll eyes on FISHER , no response .All eyes on ADAM . He takes a while . Finally ,A reasonable question . Boyd thinks . BEAT .KNOCK KNOCK The five men stop breathing . Somebody 's at the door . KNOCK KNOCK Stunned silence . The guys stare at each other in horror .Boyd races to the door , eyes the peephole . BOYD 'S POV , through the peephole , outside in the hall , a man . RALPH , early 30 's , fairly unassuming .Adam throws his head in his hands .Boyd indicates to the guys to be cool .Boyd turns as the guys freak . Crazed bits of panicked conversation - GIBBERISH . KNOCK KNOCK .Boyd moves back to the door , slowly , opens it . Ralph steps in . Takes a good look around . RALPH 'S POV of the fairly destroyed hotel room and five severely traumatized men .SILENCE .PAUSE .SILENCE . Ralph checks the rest of the guys . Some strange eye contact . Extremely uncomfortable .More SILENCE .He starts for the bathroom .And Ralph is on his way to the bathroom . And the guys are freaking as Ralph moves through the bedroom up towards the bathroom . Hand on door - opening door - stepping in - and Ralph sees Tina . RALPH , in shock , staring , back - peddles .As Ralph starts to turn -ON BOYD - his Boy Scout knife raised above his head - driving it into Ralph 's neck ! MAJOR ARTERIAL SPRAY as Ralph 's jugular is severed . Ralph struggles . Boyd wrestles him back toward the bathroom .And MOORE is there . Helping Boyd wrestle the SCREAMING thrashing Ralph into the bathroom . Ralph fights like a gilled Marlin . They shove him into the bathroom . Boyd slams the door shut . Holds it tight as Ralph tries to force it back open .And help they do . Michael , Moore and Adam all hold the door shut as Ralph continues to fight for his life . Slowly the force of his POUNDING eases . We hear Ralph slowing down . The thrashing slows . softer . The MOANS quiet . softer . Just a slight GURGLE . Ralph is going . going . Ralph is gone . AT THE DOOR Eight hands slowly peel off the bathroom door . Devastating SILENCE as the guys attempt to process this , the latest of developments . with Fisher staring , blotto .

Sin City. Devil's Playground. The Black Bitch. All day every day.

The door slowly opens . Boyd first - then the rest of the guy 's heads slowly appear in the doorway .And Moore is out the door , racing for a garbage can to relieve himself . THE GUYS ' POV An absolute blood bath . The walls are covered with Ralph 's arterial spray . Tina lies , still dead on her side . Ralph has somehow `` assumed the position '' dead , head in the bathtub . A bizarre and gruesome sight . Boyd surveys the carnage , takes charge .Fisher 's response is to join Moore , as he searches for a garbage can to puke in . Michael just stares .

The boys move down the isles of the massive 24 hour everything store , Boyd pushes a cart , grabbing ; cleaning supplies , tarp , tape , giant pruning shears , etc .Moore grabs a plastic garbage can off a shelf and pukes in it for all he 's worth .

The boys attempt to look natural as they stroll through the casino with their supplies . Late night gamblers pay them little notice .

Boyd turns up the MUSIC .Moore and Fisher scrub blood from the carpet . Fisher keeps forgetting to breath . Michael and Boyd put Tina and Ralph in the bath tub . Adam sits in shock on the floor . Fisher and Moore try to fix a broken chair . Boyd starts to dismember Ralph with the pruning shears , like cutting the joints of a roasted chicken . Adam stares at the wall . Michael wraps one of Ralph 's feet in plastic , puts it in a suitcase . Boyd saws . Michael wraps . Fisher and Moore clean . Adam slowly straightens up a lamp , begins to help . UNTIL - the last of the body parts , Tina 's head , is wrapped in plastic , packed in a suitcase . The bathroom has been remarkably cleaned up . Just a bit of blood left in the tub . Boyd looks pleased .

Adam drives , cringing with every bump and bang . Everyone is tense . Boyd eyes the clock . It 's 4 a.m.

The guys off - loading the suitcases . Fisher and Boyd digging holes . They start putting the suitcases in the holes .PAUSE .The guys start breaking down the body parts , ripping open cases .As the guys put limbs with bodies . Dirt being thrown on top of the reunited bodies until they are all completely buried .

As the last of the dirt is packed down by Boyd . The guys stare down at the grave site .SILENCE .Fisher steps to the grave , looks down .Adam turns in disgust .Michael looks at Boyd .DEAD SILENCE . Adam stares stupefied at Boyd , then Michael . Finally , Fisher says his prayer .

Fisher 's prayer over the guys driving home . Each lost in his own thoughts .Continue as the minivan disappears down the freeway , heading back to Los Angeles . A freeway sign reads , `` Los Angeles , 358 miles . ''

Adam watches his mini - van move through the wash and rinse cycle , staring , paranoid at the Mexican Towel Boy cleaning the interior . MICHAEL tries to open a child proof bottle of Excedrin . BOYD plays `` Mrs. Pac - man '' in the corner . MEN 'S ROOM Moore dry heaves for all he 's worth . PAY PHONE Fisher finishes dialing , waits . Finally .As he hangs up the phone .CLICK . Fisher , in a daze , turns and walks into right into Adam who has been standing there listening . Adam does n't look so good .The HISPANIC CAR WASH WORKER beeps the horn , Adam jumps . The van is ready .Adam stares daggers into Fisher .Adam heads back to the car , leaving Fisher alone .

The shiny clean minivan cruises to a stop in front of the house . Adam Jr. , `` Little Adam , '' and Timmy play in the fenced yard along with a couple of other kids .

Adam stops the car . The guys sit in silence as the kids assault the truck , climbing all over it . Little Adam waves his crutches wildly .Boyd addresses the fellas .As Lois , with camera , and Liz , come out the front door .As the little kids put their lips up to the windows , making funny faces ,Adam is silent , watching the beautiful chaos that is his family .

As the guys get out and are mauled by the hyper kids and Lois and Liz .She starts herding the boys into a group pose .Fisher makes eye contact with Liz .

ON JUDGE LAUREL TOWER .Liz looks at Fisher who is a nuclear wreck , barely coherent .In lieu of an anxiety attack , Fisher .Judge Tower joins in and the three squeak out the chorus and it 's pretty pathetic .

We do n't say `` love, honor and obey'' anymore. And we do n't say `` till death do us part.'' Today we say, `` respect, honor and cherish, as long as you both do love.'' How does that sound?

All right then. It's refreshing to see two young people not afraid of real commitment. Will you have friends or family saying words - singing or anything?

It's not a question of supposed to, it's an entirely personal decision. Some do some do n't.

`` Now I find myself wanting to marry you, marry you and take you home.''

These rings represent the commitment Fisher and Liz make to each other on the day. Fisher do you take Liz to be your beloved wife, to respect, honor and cherish till death do you part?

Liz do you take Fisher to be your beloved husband, to respect, honor and cherish him till death do you part?

The guys are being fitted for their wedding tuxes . Lois takes pictures of the five groomsmen . Liz closely watches as the TAILOR makes adjustments to Fisher 's tux . Adam looks sick .

Fisher and his dad walk along the pier eating hot dogs . A father and son moment .Off Fisher we .

I wanted to just take this final opportunity to visit with you. You know, just to be with you, father and son, before you run off and do your own husband, daddy thing.

I'm just so goddamn proud of you. God knows I did n't always play it right with you.

I'm just so scared of that song. That fucking, `` My son just arrived the other day. he says thanks for the ball, come on let's play. I got lots of bills come again next day. He's grown up just like me. My boy is just like me.'' Gordon fucking Lightfoot, Cat Stevens, whoever, that song just fucking kills me.

I love you so much it hurts. Me and your mother marvel at what you have become. You're going to have a wonderful journey with this girl. I feel it deep inside. A wonderful, magical journey.

And this is Keith at age four and his best friend `` Bunker the Mule.'' Evidently, when they were in camp, Keith and Boyd got into some serious arguments over exactly who was Keith's best friend - Boyd or the mule.

After camp came football, and for those of you not following the sports pages back in 1977, you might not remember the Peewee Powerhouse Oklahoma, who, under the brilliant leadership of your's truly, rolled to an auspicious league record of 0 - 12 scoring exactly zero touchdowns.

TIGHT ON A Vegas Newspaper Metro Section slammed down on a desk - A small article on Tina , the now missing prostitute .Michael picks up the phone .

TIGHT ON BOYD talking into cell phone .INTERCUT PHONE CALLFisher realizes he 's not breathing .Boyd hangs up the phone , looks at his picture on the realty sign he just pounded into someone 's yard . Behind the bizarre sincere smile we now see the eyes of a maniac . Boyd picks up the sledge hammer and swings wildly , destroying his sign , splintering it into kindling .

Fisher and Liz taste different samples of cake and compare different cake designs with a BAKER .

Surrounded by hundreds of different floral arrangements , Liz shows a zombied Fisher the flowers she 's picked for the wedding .

A beautiful country style beach house in Santa Monica . Liz , Fisher and the realtor , MAGGIE , walk into the charming kitchen . Fisher seems stresses by the price tag .Liz looks at Fisher . She really wants the house . He takes out his checkbook . Liz throws her arms around Fisher , kisses him .Liz stares at Fisher . His hand shakes as he writes the check .

Are you guys gon na fill this place with kids? You sure got room for them.

Smart. Smart. Smart. Think big picture, take your time. I wish I had.

Well, I just need your signature on these contracts and a deposit check so I can get the ball rolling.

Five percent should be fine for now, which is, let's see, twenty thousand dollars. Of course I'll be splitting my commission with your friend.

Adam , Lois and the kids pull into the mini - mart , up to the gas pump .

Adam , ghost white , fumbles for a credit card as the kids go nuts in the back seat .A black sedan , looking like an unmarked police car , pulls up nose - to - nose with them at the pump . TWO MEN in dark suits in the front look like cops . Adam ca n't help but notice .

`` Do your balls hang low, do they wobble to and fro, can you tie'em in a knot, can you tie'em in a bow?''

Adam slides his card through at the pump and starts filling his tank as one of the `` suits '' gets out of the black sedan and does the same . Adam and the `` suit '' make eye - contact .Adam nods , eyeing his gas pump , willing it to pump faster . His heart starts to pound , he looks away , sees . An LAPD police car pull into the station , stops in front of the mini - mart . TWO COPS inside . ON adam , eye - balling the cop car . He slowly turns to steal a glance at the `` suit . ''Adam 's tank is almost filled . He wants nothing more than to get out of there . Lois rolls down the window .Adam looks from the suit to the cop car .TRACK with Adam as he walks from the pumping across the parking lot , past the cop car , his HEART POUNDING .

Adam quickly searches the candy section for Starburst . He looks out the window . ADAM 'S POV The `` suit '' has finished with the gas but he 's not leaving . He 's taking a close look at Adam 's van . He seems to be checking the license plate .Adam is blocking the aisle . He does n't notice a YOUNG UNIFORMED COP trying to get past .Adam turns , panics , stumbles back , into the candy display and topples to the ground . ADAM lies flat on his back in a monster mess of candy .Adam scrambles to his feet , trying frantically to fix the major mess - only making it worse . The IRANIAN STORE CLERK approaches , pissed .Startled by his tone , Adam staggers back , into a Gatorade display , slips and topples to the ground .They young cop gives Adam a hand up . Adam stare at the cop .Adam scurries out of the Mini - Mart , the Cop watches in confusion .

A lot of people seem to think there was some hostility out there.

As Adam races back to his car , the `` Suit '' moves in on him .Adam jumps in the van , quickly starts it up .Adam , in a cold sweat , hauls out of the Gas Station , pulls into traffic , nearly gets hit , slams on the brakes , Lois rockets FACE - FORWARD into the dashboard . FISHER & LIZ 'S REHEARSAL DINNER - COCKTAIL RECEPTION Fisher and Liz greet their guests . Moore smokes alone at the bar . Boyd and Michael charm a group of OLD LADIES . Adam arrives with his family , Adam Jr. , Timmy and . Lois sporting a nose cast and two very black eyes . Boyd and Adam check each other out ; hostile and suspicious . Adam takes Fisher aside .

A large dining room in a Westside restaurant has been taken over by the wedding party . Seventy - five guests , dressed up , are into the desserts . The toasts are about halfway over . MR. FISHER stands in the middle of the room with the large blown - up pictures of Keith at different stages of his life .Mr. Fisher holds up a photo of a young Fisher and young Boyd , both scrappy and bloodied from a fist fight . Boyd sits with Moore at a table .Mr. Fisher holds up a picture of Keith , Boyd , Moore and Michael all in a Peewee Football uniforms .TIGHT ON Adam , looking extremely uncomfortable , surrounded by his family .As the room LAUGHS , Adam becomes visibly upset . Not keeping it together .As the guys debate , in front of the room , who 's fault Oklahoma 's 0 - 12 season really was . TIGHT ON Adam . He 's had enough , excuses himself from the table . TIGHT ON Fisher , seeing Adam , he quietly excuses himself .

Adam stands by his car trying to compose himself . Fisher approaches .Boyd , followed by Michael exits the restaurant .Moore joins the group .All eyes on Adam , who 's eyes are starting to tear up .PAUSE .Liz is at the door of the restaurant .Fisher bolts over to Liz .Mr. Fisher approaches .Fisher ushers his father and Liz back inside , then turns , to quickly head back to the parking lot where things are escalating . PARKING LOTMICHAEL KICKS ADAM 'S MINIVANMichael kicks it again , harder . Adam shoves him .Boyd and Fisher separate the brothers .Adam attacks Michael , slashing , biting , mauling , the brother 's go down hard , slugging it out on the ground .

Liz is back at the restaurant door .Fisher bolts over to Liz .Fisher pushes her inside and charges back to the . PARKING LOT Fisher helps break the fight . Adam and Michael try to contain their rage .Boyd pulls Michael to his car .Boyd opens Michael 's car door , puts him in .Michael starts his car . Boyd shuts the car door .MICHAEL , eyeballs Adam . Adam eyeballs him right back . Michael hits the gas and screeches away .Reluctantly , they start back in . A hundred or so feet away , Michael 's car comes to an abrupt stop . They all turn . Michael turns his car around , idles for a moment .

Michael in a trance , staring at the guys watching him .He hits the gas .

Wheels spin , rubber burns . The guys watch as Michael speeds full throttle , like a battering ram , right at Adam 's beloved minivan .Adam jumps between the minivan and Michael 's car .

Michael 's expression turns to horror . He slams on the brakes , but it 's too late .

Michael 's car crushes Adam like a sandwich meat between his car and the minivan . Metal , flesh , severed limbs , Adam explodes like a gnat . THE HORRIFIED EXPRESSIONS OF BOYD , MOORE AND FISHER

Chaos . The room is filled with people from the Rehearsal Dinner . Black - eyed , nose broken , LOIS sobs , surrounded by her kids and Liz . Boyd and Fisher talk to the POLICE .The COP takes notes . MICHAEL sits in a corner by himself . Ghost white . Trembling .Boyd storms off , goes and sits with Michael . Fisher stays with the cop .A DOCTOR appears in the doorway .SHOTS of the guys eyeing each other nervously as Lois slowly gets up and follows the Doctor into a treatment room . The guys move to the door , where they can see Lois , leaning over the hospital bed , talking to Adam . POV GUYS Adam hooked up to dozens of wires , etc . Lois leans over to kiss him . Adam appears to be whispering something to her . ON THE GUYS Watching Adam speak to Lois . Nervous . POV GUYS Lois has her ear to Adam 's mouth . He is clearly speaking to her . Lois is sobbing when . ALARMS GO OFF IN ADAM 'S ROOM . A MEDICAL TEAM rushes into the room . Adam is a v - tach - Heart 's not beating . The team injects medicine , defribulates . Lois watches in horror as her husband dies in front of her . Finally a DOCTOR calls time of death . Lois collapses on the floor . WAITING ROOM The guys have witnessed Adam 's death . Michael turns in horror . Boyd , Fisher and Moore stare . Liz rushes to Fisher , throws her arms around him , overcome with grief .

Fisher , Boyd , Moore and Michael eat eggs .CUSTOMERS are starting to pay notice .All eyes on Michael . Boyd is immediately up trying to get Michael out of the booth . Casually , sweetly .Fisher helps Boyd lift Michael , who is becoming more and more frenzied .WAITRESSES , COOKS and LATE NIGHT DINNERS stare , confused as the HOWLING Michael is carried to the door .Fisher and Boyd struggle with Michael .She watches them haul Michael outside . POV WAITRESS Michael thrashes wildly in the parking lot .

Michael breaks free , starts running away . Boyd , Moore and Fisher give chase . Moore dives on Michael 's back . Fisher helps Moore hold Michael down while Boyd gets the car .Boyd is there with the car . They load Michael into the back seat , climb in and disappear into the night .

Boyd drives , Fisher rides shotgun , Moore 's in the back trying to contain Michael .Michael , now catatonic , stares out the window .Boyd takes Fisher 's head in his hands and kisses him deeply on the mouth .TIGHT ON Fisher , speechless . ADAM 'S FUNERAL - GRAVE SITE A Jewish ceremony . A hundred or so guests . A RABBI conducts the service . Lois sits in shock flanked by her boys . Michael , Fisher , Boyd and Moore stand in positions of honor up front . They 're all eyeing each other . Michael starts emitting deep , uncontrollable , highly inappropriate MOANS .Michael ca n't control himself as his body starts to seize and tremble . Moore and Boys attempt to stabilize Michael who breaks away , charges over to Lois and buries his head in her lap sobbing deeply . Everyone is stunned but the Rabbi Continues .

Liz and Fisher .The phone RINGS . Fisher freezes .Fisher picks up the phone .

TIGHT ON FISHERBoyd , Moore and Michael , looking particularly traumatized , are seated at a booth with Fisher .Michael starts sobbing uncontrollably .People are staring .Moore counts out two Valium , hands them to Boyd as michael continues to freak .Michael complies like a puppy .

TIGHT ON Lois , busted nose , eyes black .WIDE ON the guys , seated around a little breakfast table . Michael 's in a Valium stupor .Michael starts back in with the power sobbing . All eyes are on him . Guilty , uncomfortable silence . Michael 's coming unglued .All eyes on Michael .Fisher struggles to breathe . Boyd tenses up .She heads for the phone .The guys are freaking as she picks up the phone . Boyd looks at the kitchen knives . Fisher sees him , intervenes quickly .Lois freezes , puts down the phone . Boyd and Moore look stunned at Fisher - good lie .Fisher gives Boyd a look . Lois starts to choke up .Lois crumbles before their eyes .Lois starts sobbing . Michael joins in . Adam Jr. and Timmy appear in the door , in their pajamas , awakened by the noise . Seeing their mother in tears , they start to sob . The room is filled with anguished tears . Boyd give Lois a glass of water and a Valium .

Fisher and Moore load Michael into the car . Boyd leans into the back window . Adam Jr. and Timmy are in the backseat , still in their P.J. 's .Fisher starts to get in the car , Boyd pulls him aside , very wound up .

TIGHT ON Fisher .Liz is in her robe , none too pleased . Adam Jr. and Timmy sit in the b.g. at the kitchen table eating cookies and milk .Fisher kisses Liz and goes .

Dark , smoky , MUSIC . Michael , Fisher and Moore sit in a corner booth .

TRACKING SHOT down hallway into bedroom where Lois sleeps peacefully .

Lois ' bedroom . As Lois sleeps , Boyd softly enters the room . Moving in on the sleeping Lois , another couple of steps , he looms over her , reaches his hand to her throat when , suddenly , Lois ' eyes snap open . Boyd is startled . Lois grabs mace from her night stand and sprays Boyd in the face . He MOANS , stumbles back . Lois leaps on him like a shark slamming a side of beef . They go down hard on the floor and start fighting like wild animals .As Lois sinks her teeth into Boyd 's balls . BACK AT THE BARLOIS ' BEDROOM Boyd and Lois are choking the living shit out of each other . Boyd pulls back , swings with a left , Lois ducks , she swings , a right cross to Boyds eye . He goes down . She jumps on him . Choking him like a mad dog . As Boyd struggles for air . THE BAR Fisher checks his watch as Michael fumbles with his eighth shot of Yukon Jack .Michael 's eyes bore into Fisher , like he knows something Fisher does n't . Fisher 's cell phone RINGS .

TIGHT ON Boyd , eye swelling , scratch marks , hair a crazy mess .INTERCUT BOYD AND FISHERMichael stares at Fisher .Michael drunkenly nods his head as if can hear the conversation .PAN OVER to see Lois , half hanging off the bed , strangled to death . Boyd won .

Fisher 's car pulls up . Boyd is waiting outside . He opens the back door . Michael is drunk in the back . Fisher and Moore are up front .Boyd leads Michael into the house .

Fisher and Moore wait in silence .A `` POP '' resounds from within the house . Moore and Fisher lock eyes , frozen . Boyd comes jogging out the front door , hops in the back seat . Fisher and Moore turn , eyes wide .Boyd touches the painful scratches on his face .ON Fisher and Moore in stunned horror .

TIGHT ON BARRY MORRIS , mid - 40 's , attorney .ANGLE ON Liz and Fisher , flanked by Adam Jr. and Timmy , eyes wide , they sit across from the attorney , totally bazooka 'd . They stare in horror at Morris .PAUSE .Adam Jr. suddenly slips off his chair , lands flat on his back , starts struggling to get up . Fisher tries to help Little Adam up .Fisher manages to get Adam Jr. back up in his chair . Liz looks rather horrified .

I do n't see how this could have been kept from you. The facts are quite simple ; last month Adam and Lois changed their will. They requested that you two, as a married couple, be the Custodians of Record for their estate including all properties, cash holdings, security holdings and. children. You are legal custodians of the Brenn Trust.

Adam and Lois were not terribly prudent in terms of providing for the possibility of the unforeseen.

Yes money. Adam had a five hundred thousand dollar Term Life Insurance Policy.

Actually, no. Adam was switching to a Whole Life Policy, but re - scheduled his medical exam. and failed to make his last payment. so his Term Life lapsed. So it's value is null and void.

No. Not even close. With property values down, the house is worth 100,000 less than 450 he paid for it. With three credit cards, the minivan payments, and other outstanding debts. Plus the Income and Estate Taxes assessed on his IRA.

Fisher drives , Liz up front , Adam jr. and Timmy in the back . Everyone is shocked in silence . Fisher looks deathly ill , like he 's about to vomit . He pulls the car over and gets out .

Fisher leans on the trunk , puking . Liz gets out to help him , he starts crying . Liz is gentle and loving .The kids watch from the rear view window but ca n't hear .Liz marches back to the car , gets in and slams the door . Fisher just stares in shock .

It 's pouring rain outside . Shots of guests dashing from their cars to the church . Fisher 's parents with Adam Jr. and Timmy , looking overwhelmed . Upstairs : Liz and her Bridesmaids help Liz get dressed . Everyone looks depressed .

Fisher and Moore in tuxedos . Boyd enters , shuts the door . Fisher looks ill .Moore looks at Fisher .Moore goes . A long tense BEAT between Fisher and Boyd .

The organ is playing . The guests are seated . Liz and her father are waiting in the front hall .

Fisher turns away . BOYD combusts . He leaps on Fisher with a wild cry .Boyd and fisher fight like animals ; choking , pounding , mauling , a fight to the death . Fisher is losing , Boyd is choking the life out of him , killing him . Fisher is going down , eyes rolling back , he 's dying , until . CRASH . Boyd 's head is caved in from behind . REVEAL Liz wielding a big , heavy crucifix . Boyd slumps to the ground . Fisher gasps for air . Boyd stirs . Liz beats him repeatedly with the crucifix until he 's dead as a door knob . Fisher is stunned . Liz tosses the cross . Miraculously , only one perfect droplet of blood has gotten on her wedding dress . She flicks it off with her finger .Liz gathers up her train and marches out . Fisher looks at Boyd , a bloody dead mess . THE WEDDING Fisher joins Moore at the alter . JUDGE TOWER smiles warmly at Fisher .Before Moore can ask , the ORGAN begins playing the WEDDING MARCH . Liz starts down the aisle , escorted by her father , She smiles radiantly . Liz 's father kisses her and gives her to Fisher . They stand before the Judge who starts talking . TIGHT ON Fisher . His head pounding . He hears none of what the Judge says until .Fisher looks at Moore .

Everyone waits patiently . Fisher is sweating . He looks at Liz who stares straight ahead .

Moore rolls Boyd over , checks every pocket , trying not to get blood on himself .

Moore returns .He hands the rings to the Judge , at which time , he , she , Fisher and Liz all see blood on his white shirt cuff . The Judge looks at Moore . He pulls his jacket sleeve down .Liz slides the ring on Fisher 's finger .Fisher slides the ring on Liz 's finger .Fisher kisses Liz . They turn to face their guests who applaud . Liz cries tears of joy . WEDDING RECEPTION - TENT NEXT TO CHURCH Liz drinks champagne and talks with her guests .

Fisher and Moore load Boyd 's body in the trunk of Fisher 's car .Fisher slams the trunk closed . WEDDING RECEPTION - MUCH LATER Only a few guests remain . Fisher 's parents watch the boys . The caterers are cleaning up . Fisher and Liz sit alone .Fisher and Liz look up at a sweet OLD COUPLE , who talk at the same time , oblivious to each other .The Old Couple shuffles away . Fisher watches them go , he suddenly breaks down , crying .OFF Fisher .

We just wanted to say congratulations and wish you great happiness. Mazeltov. I just did. I said Malzeltov. You never listen to me.

We're your Uncle Henry's parents. Opal and Earl. Tell them from both of us. Malzeltov. Wish them luck. The secret to a good marriage is to listen.

Fisher 's car blasts past a road sign reading , `` Las Vegas , 358 miles . ''

Fisher drives , Moore 's in the passenger seat . They 're still in their tuxedos . Extreme silence . Fisher , almost in a trance .SILENCE hangs again .

Fisher and Moore search for the graves of Tina and Ralph with flashlights and shovels .They move into a new area and start poking around . Nothing .Again they search , prodding into earth with their shovels . Nothing . Fisher stops digging , tired , he pauses , shines his light around until .Fisher moves to a new spot .He starts digging in front of the rock . The earth is soft .Moore and Fisher quickly start to dig , until , finally , Moore 's shovel makes contact .And they dig some more . MOORE in the hole , passing the suitcases up to Fisher . FISHER loads the cases into the car .

The suitcases are unloaded . Fisher and Moore dig a new grave . Moore 's back is to Fisher as he digs .Fisher is directly above Moore , holding the shovel , looking down at the back of Moore 's head .Moore looks up to . FISHER , tears running down his face , the shovel high above his head , ready to bring it down hard onto Moore 's skull . MOORE confused and then realization . CUT between Fisher above , poised to strike , Moore below , still and vulnerable . Their eyes locked for several beats . Finally .Slowly , Fisher lowers his shovel .THE GRAVE - LATER The cases are in the hole with Boyd 's body . As Fisher and Moore re - fill the grave with dirt we .

Fisher drives , Moore rides shotgun , both mean are dirty , sweaty and tired .TIGHT ON Fisher , staring deep into the road , a faint smile creeps on to his face . THE IMMACULATE RECEPTION The distorted but definitely recognizable image of Franco Harris running for his life .Franco makes it into the Raider end zone .FISHER Lost in his reverie , wakes up in a hair pin turn . The speedometer reads 80 . They run out of road . The car skids on the shoulder , Fisher cranks the wheel , jumps the divider , into oncoming headlights . Fisher and Moore lit up bright . HIGHWAY Fisher 's car SMASHES head - on into another car . IN SLOW MOTION Fisher and Moore are launched through the windshield in an IMPLOSION of glass and steel , flesh and blood . We hear the sounds of SCRUBBING .

TIGHT ON Liz , on her hands and knees , scrubbing around the toilet of what is clearly a filthy kids bathroom ; soiled jockey shorts , Tonka trucks , mess everywhere . O.S. we hear voices outside . Liz gets up off her knees , brushes a piece of hair from her sweaty face and peers out the bathroom window . TIGHT ON FISHER

Adam Jr. and Timmy , in ill - fitted Cub Scout uniforms , recite the `` Scout Laws . ''Timmy snaps out a fine salute . Adam balances on one crutch to salute but looses balance and falls flat on his face . He starts SCREAMING . REVEAL Fisher , in a wheelchair , both legs amputated above the knee . He leans over , trying to help Adam Jr. up and his wheel chair tips over . Fisher falls on top of Adam Jr. who SCREAMS even louder , flailing arms and legs like a turtle on its back . REVEAL Moore , in an electric wheel chair he operated with a mouthpiece . As he is paralyzed from the neck down , he 's no help at all . Timmy suddenly snaps .THE BATHROOM WINDOW Liz watches the pathetic chaos that is her life with the dull lifeless eyes of a concentration camp prisoner .TIGHT ON Liz as her mouth slowly opens in an anguished SILENT SCREAM . OUT THE WINDOW - DOWN IN THE BACK YARD Adam Jr. gets back on his feet , with the begrudging help of Timmy . As Fisher struggles to hoist himself up , back in his wheelchair .Suddenly , O.S. from the bathroom , Liz WAILS . Fisher looks up at the window . LONG BEAT .The boys recite the `` Scout 's Oath '' as Liz 's deep , heaving , wailing SOBS grow in intensity O.C.SLOWLY PULL OFF Fisher , Moore and the kids .CRANE UP , past Liz at the window , out of the yard , over the house , WIDER to reveal the surrounding track - like homes , housing track - like families , with track - like nightmares as Liz 's plaintiff wails echo the communal despair of the human village . THE END

A scout is thrifty, saves for the future. A scout is clean, he keeps his body.

to do my duty to God and my country. To obey the Scout Law, to help other people at all times.

To keep myself physically strong, mentally awake, and morally straight.

Still - life tableaus . Lawford , N.H. , a town of fifty buildings on a glacial ridge , neither mountain nor plateau . Developed as 1880 's forestland , discarded in the Depression . Winter has set in . Halloween day . Snowy fields yield to overcast skies : oppressive , horizonless , flourescent . - Wickham 's Restaurant . Where Route 29 bends . 24 - hour diner . Margie Fogg works here . - Trailer park in shadow of Parker Mountain . Home of Wade Whitehouse . - Toby 's Inn . Roadhouse three miles from town on the river side of Route 29 . Everything not tied down ends up here . - Glen Whitehouse farm . White clapboard . - First Congregational Church . North on the Common from City Hall . - LaRiviere Co. . Ramshackle well - digging firm embarrassingly near the town center . Wade works here . - Merritt 's Shell Station . Cinder - block . - Alma Pittman 's house . Like so many others . - Town Hall . ROLFE WHITEHOUSE 'S VOICE , thirtiesh , articulate , speaks over credit tableaus :- Route 29 tableau dissolves to night . A pale green police Ford Fairlane drives past . END CREDITS

This is the story of my older brother's strange criminal behavior and disappearance. We who loved him no longer speak of Wade. It's as if he never existed. By telling his story like this, as his brother, I separate myself from his family and those who loved him. Everything of importance - that is, everything that gives rise to the telling of this story - occurred during a single deer - hunting season in a small town in upstate New Hampshire where Wade was raised and so was I. One night something changed and my relation to Wade's story was different from what it had been since childhood. I mark this change by Wade's tone of voice during a phone call two nights after Halloween. Something I had not heard before. Let us imagine that around eight o'clock on Halloween Eve, speeding past Toby's, Route 29, comes a pale green eight - year - old Ford Fairlane with a police bubble on top. A square - faced man wearing a trooper's cap is driving the vehicle. Beside him sits a child, a little girl with a plastic tiger mask covering her face. The man is driving fast -

Wade, it's late. I know you're probably at Toby's, but I'm in bed reading. We got different habits.

He was scheduled to testify for a committee investigating organized crime in New England and the construction business.

They were out deer hunting, right? Jack probably heard the gun go off, then came back and found the body.

Wade called me, as usual, late at night. I knew it was Wade - no one else calls me at that hour - and I was ready to listen to another chapter in one of his ongoing sagas. There was the detective story concerning the shooting of Evan Twombley and the family melodrama about Wade's custody fight with Lillian. But not this time.

Wade was telling a different story, or so it seemed then, one in which I myself was a character. He had called to tell me that sometime the previous night our mother had died, and he had discovered the body when he'd gone over to visit her and our father with Margie Fogg. Pop was okay, but kind of out of it. Worse than usual, maybe, though no drunker than usual.

The day of the funeral was almost springlike. The snowline crossed New Hampshire west to east, retreating northward to Concord where it melted by midmorning.

I think your first response to the Twombley shooting was the correct one.

They would n't deal with a guy like Jack. Who else benefits if Twombley is suddenly dead?

Okay. It's likely there are people in the union who do n't want Twombley to testify. They probably include his son - in - law who's vice - president and will probably be the next president. I read that in the papers. What's his name, Mel Gordon?

Here's my theory. Twombley, unaware of illegal union loans or whatever, starts nosing around cause of the investigation and finds out. Finds out his son - in - law is involved.

I care about what happened. The truth. I'm a student of history, remember?

I was thinking about that story you told me, about Pop and chopping the firewood out of the ice and after.

It was n't me. I was n't there, but I heard about it. When I heard about it, it was about Elbourne.

And Elbourne and Mom took you to the doctor and told him you fell from the hay loft.

I remember clearly cause when I heard I became real careful around Pop. I was a careful child and I became a careful adult, but at least I was n't afflicted by that man's violence.

Take care of the little things first, the things that are distracting you from taking care of the big things. Call Chub Merritt, get your car back, call a dentist, for God's sake, and get your tooth pulled, do n't trust the locals, get your facts straight and go straight to the state police. Let them work on this.

You will say I should have known terrible things were about to happen, and perhaps I should have. But even so, what could I have done by then? Wade never went inside. He lived almost wholly out there on his skin, with no interior space to retreat to, even in a crisis.

The historical facts are known by everyone - all of Lawford, all of New Hampshire, some of Massachusetts. Facts do not make history. Our stories, Wade's and mine, describe the lives of boys and men for thousands of years, boys who were beaten by their fathers, whose capacity for love and trust was crippled almost at birth and whose best hope, if any, for connection with other human beings lay in an elegiac detachment, as if life were over.

It's how we keep from destroying in turn our own children and terrorizing the women who have the misfortune to love us ; how we absent ourselves from the tradition of male violence ; how we decline the seduction of revenge.

Jack's truck turned up three days later in a shopping mall in Toronto. Even without the footprints, the bullet, Wade's utter disappearance seemed evidence enough of his guilt.

LaRiviere and Mel Gordon were indeed in business. The Parker Mountain Ski Resort is now advertised all across the country. Jimmy Dame tends bar at the lodge. Chub Merritt opened a snowmobile dealership, Nick Wickham runs the new Burger King. Margie Fogg moved to Littleton, nearer her mother ; Lillian and Jill went with Bob Horner to a new job in Seattle.

We want to believe Wade died, died that same November, froze to death on a bench or a sidewalk. You can not understand how a man, a normal man, a man like you and me, could do such a terrible thing. Unless the police happen to arrest a vagrant who turns out to be Wade Whitehouse - or maybe he wo n't be a vagrant ; maybe he will have turned himself into one of those faceless fellows working at the video store and lives in a town - house apartment at the edge of town until his mailman recognizes him from the picture at the post office - unless that happens, there will be no more mention of him and his friend Jack Hewitt and our father. The story will be over. Except that I continue.

WADE WHITEHOUSE , driving , sits beside JILL , his daughter , ten years - old , wearing a black - and - yellow tiger plastic mask .Wade watches boys in the headlights , lights cigarette .Wade grimaces , holds his jaw . The Fairlane swerves around broken pumpkins under a caution light .Wade looks at her , wanting to lift her mask , see her face .

I'm sorry for the screw - up. But I could n't help it it's too late to go trick - or - treating now. I could n't help it I had to stop at Penny's for the costume. And you were hungry, remember.

Who's fault is it then if it's not yours? You're the one in charge, Daddy.

Look. Those kids are still trick - or - treating. They're still out.

Ca n't you see. look out there. Nobody's got their porch lights on anymore. It's too late. Those Hoyt kids are just out to get in trouble. See, they put shaving cream all over that mailbox there. They chopped down Herb Crane's new bushes. Little bastards. Jesus H. Christ.

Well, yeah. Sort of. Nothing really mean. Me and my pals, me and my brothers. It was kind of funny then. Stealing pumpkins, soaping windows. Stuff like that.

It's not funny now. I'm a cop and I got ta listen to all the complaints people make. I'm not a kid anymore. You change.

No. I did n't used to be bad. No sir. Where do you get this stuff? From your mother?

Got here just in time. Go ahead. Jump in line. Maybe you'll win a prize.

Why? Why not? You know these kids from when you went to school here. It has n't been that long.

Oh, Jesus, come on, will you? Do n't mess this up anymore than it's already been messed up. Join the other kids. Do that and before you know it you'll be as happy as a goddamned clam.

Some party, huh? Sorry I lost sight of you. I had to step outside for a smoke. You find anybody you know here? There must be some kids you used to know from school. You want to go tomorrow? See your old teachers? Be more fun than hanging out with me all day.

Jesus. Listen, Jill, tell you what. Tomorrow morning, you still want to go home, I'll drive you down. I'll get off work or something.

Come and get you! Shit! It's a damn half hour drive each way. Why did n't you talk to me about it first?

Yeah. Yeah, right, I'm mad. What'd you tell her, for Christ sake?

Well, I guess I am. I planned this, I planned all this, you know. I mean, it's sort of pathetic, but I planned it. You should n't have called your mother.

She wo n't be here for a half hour. Think you can stand it that long?

Where do you expect to wait for her? Obviously downstairs with the other kids is n't good enough.

Sit right there by yourself if you want. Wait for her by yourself. That's fine with me. Just dandy. I'm going downstairs.

You got ta be more careful about that shit. Gordon or one of those guys sees you smoking that wacky tabacky around me they'll expect me to bust you. And I'll be outta a job.

Evan. He's a mucky - muck union official from Massachusetts. You're lucky.

You should get close to him. Make yourself irreplaceable. Guy's loaded.

My ex - wife Lillian and her husband. That was them in the Audi that just passed us.

Aw, shit, she's here to get Jill. Me and Jill had a little argument. Jack, I got to get back, get back to town. Move this thing, will you? See if you can get back to the Town Hall before they get there, okay?

Me and Jill, we just had a little spat. She felt kind of left out, I guess, from not knowing some of the new kids -

Oh, Jesus, lay off, will you? It looks like you've won this fucking round already, so lay off a little, for Christ's sake.

Horner! Leave her be. This's got nothing to do with you, so just act like the chauffeur. Got it?

I'm not making it any worse. You are. Me and Jill could've worked this thing out. It's normal, it's even normal for me to get a little touchy about it. Believe it or not. How do you think this makes me look, treating her like some tragic victim or something?

Do n't you say a word. I did n't hit him. I'm not going to hit anybody.

You be careful of that little bastard. He's dying to get in your pants, you know.

Look, I was wondering, with the snow and all, if you got school today?

How the hell do I know? You're the principal. All I'm supposed to do is direct traffic from 7:30 to 8:30.

Yeah, okay, I'm sorry - I only just now saw it was snowing, that's all. My whole day is fucked. I got ta plow all day. If I do n't get over to LaRiviere's early enough, I'm stuck with the grader. I was just hoping you'd have called school off.

Did you see that sonofabitch in the BMW? He could've killed somebody.

From Boston. Evan Twombley's son - in - law - he was driving. I know where they're headed. Up the lake, Agaway. The old man's out deer hunting with Jack Hewitt, so they probably got some big weekend party planned.

At the school crossing. In his BMW. Coulda hurt some kids. I'm gon na bust his ass.

What am I - a security guard? You hired me, you and your Selectman friends.

Jesus, LaCoy, you got nothing better to do than sit around and tell stories. Pity is, some college student will come some day and believe this shit cause you're the only one dumb enough to talk to him. Take care.

I'm not finding fault. It's a good idea, good for you, good for the town. Real modern too.

Aw, c'mon, I was only saying there's something wrong with `` Home Made Cooking'', that's all. The sign's fine. What it says is wrong.

I'm going to start one of those custody suits. I do n't give a fucking shit. You know?

The hell she is n't. Lillian's been trying to nail me to a cross since the day I met her. I'm gon na hire me a fucking lawyer from Concord and get this thing, this divorce thing, rearranged. I've been thinking about it a lot. It's like she owns Jill or something. Nobody owns nobody, especially not kids. And I pay her.

That goddamned woman. Thinks she can cart Jill off and leave me alone like this. I'm more than pissed, Margie. I'm a whole lot more than pissed. I been that plenty and I know the difference. This is different.

No, I. I've been out on the grader all morning. Twombley's summer people. Massachusetts. Friend of Gordon's. It was his idea for Jack to take him hunting.

He more than likely just shot himself in the foot or something. That's what usually happens.

I wish you had. I'd rather be deer hunting instead of freezing my ass on that fucking grader.

I got ta make a report to Fish and Game. I was just wondering, that's all. What'd he do, to shoot himself, I mean?

I never seen a man shot before. Not even in the service. Must be something.

There's your old twenty - gauge, and that there's the new Browning you was showing me last night. This must be Twombley's gun. Brand new. Very fancy tooling. Probably fired one time. It's a beautiful piece of work.

Yeah, brother, look, I was calling cause - has there been anything on TV in Boston about a hunting accident with a guy named Twombley, Evan Twombley?

Yeah, I know him - the kid that was with him. Maybe you do too. Jack Hewitt. He works for LaRiviere with me. He's my best friend.

No, not tonight. I'm in bed too. I'm calling because I need you to listen. You're supposed to be a smart guy. You're a professor. I got this theory. Jack says he did n't see Twombley shot but he did.

Picked up Jill. She was supposed to visit for the weekend for Halloween. She wanted to go home.

Jill. I was thinking of getting a lawyer. Maybe you can help me.

I get to feeling like a whipped dog some days, Rolfe, and some night I'm going to bite back. I swear it.

No, no, I have n't. Not really. I've growled a little, but I have n't bit.

I was. I'm Wade Whitehouse. I was wondering, is your husband here?

Well, yes, I'm. I want to say that I'm real sorry about your father, Mrs. Twombley.

Well, yeah, I suppose. Sure. I just had a little business to settle with Mr. Gordon. I'm the local police officer.

Jesus Christ. Mr. Gordon, when I come all the way to serve somebody a summons, I do n't call ahead for an appointment.

Yesterday morning, you passed a stopped school bus, which was flashing its lights, then you -

There's something funny about that shooting. There's lots funny about it, actually.

I'm sure, I'm positive it did n't happen the way Jack says it did.

I've been wondering if maybe Jack shot Twombley, instead of Twombley shooting himself. I've been wondering maybe Jack shot him on purpose.

Everybody needs money. Except guys like Twombley and that sonofabitch son - in - law of his. People like that.

Lots of people. Guy like Evan Twombley, Boston union official, probably got lots of people want to see him dead. The Government's been investigating his links with the Mafia.

No, I just know Jack's lying about what happened. He just seemed - I know that kid, what he's like inside. He's a lot like I was at his age.

No. Not for money. But, if somebody'd given me half a damned excuse - I was pretty fucked up, you know.

Yeah, but never what you looked like. Not really. Never really studied your face, like now. I was never able to see you as a kid when you were a kid until now, this way.

After making love. I like it. It's nice to see that in a grown - up person.

I'm her father - supposed to be, but I'm not able to. Yes. Yes, I am. It may be the only thing in my life I've been so clear about wanting. Even if it takes a big fight.

There's another thing I've been thinking about. I do n't know how you feel about the idea, Margie, because we've never talked about it. But I've been thinking lately, I've been thinking we should get married sometime. You and me.

It's not like a marriage proposal or anything, just a thought. Something for you and me to talk about and think about. You know?

Do n't you think it's proper for a fella to introduce his girl to his parents?

I just want to pick up my divorce papers. For the lawyer. It wo n't take long.

The truck's here. Looks like they've stayed inside since the snow started.

Jesus, Pop, how can you stand the cold, dressed like that? Where's Ma?

Pointless to stand around in church with nothing to do, I guess.

Let's dig out Pop's truck before the skin of the snow freezes up.

Yeah. She'll probably quit her job and stay out here with Pop. We ca n't leave him alone here, he'll set the damn place on fire. With Jill here a lot, it'll be good to have Margie around. Things are going to change in that department, by the way. I got a custody lawyer in Concord. I'm gon na see him tomorrow. All hell's gon na break loose, but it's worth it.

I want to let the gas run out. I do n't want the bastard driving drunk, and he's always drunk now. After, we'll hide the keys.

Who'd pay him that kind of money? Not the mob. They got their own guys. Specialists.

So Mel Gordon would n't want a professional hit. That'd make the feds dig deeper. He wants an accident.

Shit, around here, you shoot somebody in the woods, you say it was an accident, you get fined fifty bucks and your hunting license lifted. Jack's probably saying the guy shot himself cause he ai n't got his deer yet and do n't want his license pulled.

It's too neat. Things ai n't that neat. It makes me mad. That somebody can pay to kill somebody, his own father - in - law, and not be punished for it. Do n't that piss you off?

I mean it - you got enough money now. Head out for California. Surf's up, Jack, and you're digging wells in the snow.

I screwed up the divorce. I agreed with everything she said. I wanted her to like me. I just want to be a good father.

Yeah. I know. The custody suit thing was just my getting back at her. I'm not as dumb as I look. Whatever you say. I love my daughter.

He say anything about the summons I tried to give him? Sonofabitch would n't accept it.

Always count on old Wade for a good screwing. Why should I always pay more, sell cheap? Why should you guys make all the money. You and Mel and Jack. Right's right.

No shit, Rolfe, I glanced up and there he was, only it was me. But it was like I had never seen myself before. It was a stranger's face. Hard to explain. You fly on automatic pilot, like I was doing all night, and you disappear.

Then you accidentally see your body, or your face, or whatever, and you do n't know who the hell it belongs to. Strange. It's the business with the old man, I know, and how incredibly pissed I was at him, and also chasing Jack Hewitt like that, and the Goddamned truck going through the ice, not to mention Margie's being so upset - one thing on top of another.

But you got ta hear this. You wo n't believe it. Mel Gordon had come by to visit LaRiviere and so now I'm in his office.

Yeah, sure. Why? I got this damned tooth, I got a few things bugging me, like everybody else. But I'm okay.

Alma, I think there's some dirty business going on in this town.

What I'm talking about, I'm talking about murder. Among other things.

Evan Twombley, the union boss who got shot. Somebody murdered him.

if Jack told the truth, he could be free by the time he's my age.

I know he's due for the last two years. I was thinking of paying it when the insurance comes in.

He musta found out. They had to get rid of him. And Jack'll get blamed.

You sneaky sonofabitch! I've got your number now, Gordon! All these years I actually thought you were a decent man.

Yeah, you can have the key. It's the key that's kept me locked to you all these years. I give it to you with pleasure.

Now I'm free. See how easy it is, Jack? All you got to do is give back what the man gave you, and you're free of him.

To help, Jack, of course - and to nail those sonsofbitches, the Two Gordons. That's what Alma calls them. Jesus, Rolfe, whose side are you on?

It's my tooth! My fucking tooth! I ca n't even think anymore because of it.

Look, that's temporary, believe me. There's so much shit gon na hit the fan the next few days, my getting fired by LaRiviere and Merritt wo n't matter a bit.

I'll get another job. People are going to need me. After this is over, they'll make me into a Goddamned hero. You wait : you'll see, I'll deliver. I'll be the best father who ever lived. You need me, even Pop, for Christ's sake, he needs me. This town needs me. Maybe now they think they can send me howling into a corner like a kicked dog, but my God, it'll be different soon.

Low as what? What have I done? It's bad to want to see your own daughter?

C'mon, we can always sneak a Big Mac. And a cherry turnover. Your favorite. What do you say?

Nothing, I guess. I guess I can wait till we get home. Maybe we'll stop by Wickham's for a hamburger when we get to Lawford. That suit you? You always like Wickham's.

I do n't know. For the food business. I guess. I just thought, you know, we'd sneak a Big Mac on Mommy, like we used to.

No I did n't see anybody I know. No I do n't want to go to school here tomorrow. I want to go home.

I do n't want to be here. Do n't worry, I love you, Daddy, I do. But I want to go home.

That's fine with me too. When Mommy comes, tell her I'm up here.

Mommy wo n't let me eat fast food. You know that. It's bad for you.

The Fairlane approaches Town Hall , a square two - story building on the north side of the Common . Exhaust billows from idling cars as parents and children come and go .

Clowns , tramps , angels and vampires fill the brightly lit room . Parents watch from the walls as GORDON LARIVIERE , a beefy fiftiesh man with a silver flat - top , announces the costume contest . Wade nods to various townspeople .Jill steps forward , retreats . Wade looks at her flaxen hair , her blue sneakers protruding from her pathetic costume . His heart aches he loves her so .Wade inches her toward the circle of children . Gordon spots them :Jill in the spotlight , joins the costumed children . A former classmate calls her name . Wade , relieved , watches , then steps outside for a smoke .

We're looking for the funniest costume! And the scariest! And the most imaginative! And the best costume of all!

Get the grader. Go out 29 past Toby's. Do n't let Lillian get to you. She did n't belong here. That's why she left.

Twombley, Jesus. We got to get moving : I got to get up there. How would I know? C'mon, you drive. We'll take my truck.

Yes, Wade, I mean Twombley. Put out that cigarette. Fuck. Fuck. Fuck.

You ai n't the hunter Jack is. And he ca n't drive the grader worth shit.

Let's get to the top and talk to Jack first. He'll know what happened. He fucking better. If this coulda been avoided, I'll put that kid's ass in a sling.

This is gon na be one fucking mess to clean up. Twombley's son - in - law and daughter are up the weekend. Did n't you say you'd seen him, Wade?

Give me the keys. You can go back with Jack. You still got a shitload of plowing to do.

Well, right now we're not too interested. Finish up what you got ta do, then you can get bugged on your own time.

Might as well take the rest of the day off. You look sort of fucked up. You've been paid for the day, anyhow, right?

You'll get your money. Do n't talk to any newspapers about this. Twombley's a big deal down in Massachusetts, you know. Tell them your lawyer says you should n't comment.

I have n't seen you around. I do n't suppose there's much reason for you to come this way.

Elaine! Call Chub Meritt and have him pick up Wade's car, fix the clutch.

Use the pickup. I'll bill it to the town. You're the town police officer and the town police officer should have a decent car. You want a new car or not?

Nothing, Wade, I've been thinking. You do n't get enough appreciation around here and it's time we changed things a little.

Wade, that was n't smart. Going out right after the man's father - in - law shot himself. Let it go. Call it a favor to me.

Mel's doing some business with me. It's nice to do favors for people you do business with. He was in a hurry. No big deal.

What's the difference? Take my truck, take a rest - stop worrying about Mel Gordon. Have you decided what to do with your old man's place - he going to stay there?

Wade steps outside , lights a cigarette . JACK HEWITT , 23 , clean - cut , handsome , cocky , stands with CHICK WARD and FRANKIE LACOY , local boys .Jack stops over to his double - parked burgandy pickup , removes a Browning BAR .30 / 06 with a scope , hands it to Wade .

You see the damage these little sons - of bitches been raising tonight?

LaRiviere's having a hell of a time in there. Master of fucking ceremonies.

The good news is we have n't got to your car yet. The bad news -

- the bad news is there's a problem with Gordon's truck what somebody drove through the ice last night. Figured you'd know something about that, Wade.

LaRiviere says he ai n't gon na pay for the fixin' of your car. A couple hundred for the clutch. I got some more bad news. Wan na hear it?

He's a Selectman. The town. He said to tell you to turn your badge in and clean out your office. I'm supposed to pull the CB and police light out of your car. They're town property.

Some job. Here, have a hit. Do n't be such a hardass. I know you got problems, but everybody's got problems.

Got a job first thing in the morning, first day of season. Saturday I'll hunt for myself. Twombley something. - Er -

Do n't know about lucky. The guy's a full - blown asshole. Pay's good, though. $ 100 a day. I got to guarantee a kill, of course. Which I can do. There's some monster bucks hiding out up there.

Gordon, he's always got some angle working. He wants to keep Twombley happy, I'm his boy.

Do n't worry, Mr. Twombley, I know where those suckers are. Rain or shine, snow or no snow. I know deer. We'll kill us a buck today. Guaranteed. Before ten.

Yep. Right about now the does are holing up in the brush piles. The bucks are right behind them and we're right behind the bucks.

This gun gets fired before ten o'clock. Whether it kills a deer or not is more less up to you. I'll put you inside 30, 35 yards of a buck the first four hours of the season. That's what you're paying me for, ai n't it?

You might gut - shoot it or cripple it for somebody else to find and tag. Ca n't guarantee that wo n't happen, especially with a new gun. I may have to shoot it.

No sweat. You'll get yourself a deer and you'll get him dead. And you'll have him by coffee time.

Pitcher. `` Best ballplayer to come out of New Hampshire since Carlton Fisk.''

The only difference between me and that Clemens on TV is luck, shit luck.

Ruined my arm. Brought me along too fast. Why'd it have to be my fucking arm, I used to think. Then I realized it had to be somebody's fucking arm.

Deer shit. Big one. Here's your buck, Mr. Twombley. I'll circle around.

Nope. Heard it. We was n't far apart. I spotted this buck, then I heard the gun go off and Twombley was gone. I looked over the little cliff we was using for a stand and there the fucker was, deader'n shit. Called it right in.

Who the fuck knows? Musta slipped or something. I just heard the gun go off.

What the fuck you telling me, Wade? I never seen the guy get shot, I told you that.

Let's get the fuck outta here. You're not making any sense, man.

Out of this fucking job. This job sucks. Working outside in the winter sucks.

You crazy sonofabitch! You'll sink us both! Get off the fucking ice! Get off!

I'll shoot you, Wade, I swear it! I'll fucking shoot you dead if you do n't move away from that truck!

On stage , LaRiviere arranges the contest winners . A fairy godmother with a wand beams while , nearby , a hobo writhes in his mother 's grip - a hard loser . Wade looks for Jill , first among the winners , then among the losers ; she 's nowhere to be found . He heads toward a hall leading to the restrooms . Jill stands alone in the corner next to the pay phone , tiny , forlorn . Wade realizes at once he was wrong to leave her before she had found a friend .

Wade leads her to a frosted - glass door reading `` POLICE '' , enters . Inside , he flips on flourescent light , dials the desk phone . More utility room than office . He waits . There 's no answer . Jill looks down .Jill sits in a chair facing the dark window pane .Wade Whitehouse stalks out .

Wade steps outside , notices Jack Hewitt and his kewpie - doll girlfriend HETTIE , 20 , sitting in the cab of his double - parked pickup , sharing a joint , talking to LaCoy alongside .LaCoy laughs : that Jack Hewitt , some guy . Wade holds his aching jaw . He looks at Jack 's young athletic body , his pretty girlfriend , envies him .Wade looks up to the window where Jill waits , walks around the front of the truck , gets in .

Jack 's high - bodied pickup growls in low gear as it drives past Merritt 's Shell station toward Saddleback Ridge . Jack lowers the radio as Wade asks him about deer season ; Hettie leans forward to hear the music .Wade grimaces as he passes the joint back .A car flashes past .Jack brakes , wheels the 4x4 around , heads back to town .

Most parents have left or are leaving with their costumed children . Hewitt 's burgundy pickup breaks alongside the Audi . Wade swings open the passenger door , jumps to the ground :LILLIAN , 40 , attractive in an ankle - length hooded coat . Whatever pose Wade strikes , she strikes the opposite . Her dress and demeanor set her apart .Jack and Hettie neck inside the cab .Jill at the window in her tiger mask . Lillian waves ; Jill motions she 'll be down .HORNER , 45 , Lillian 's new husband , thin with thinning hair and a Tyrolean hat , sees Jill at the entrance and heads toward her .Horner greets Jill , walks her to the silver Audi . Passing parents , listening , give Wade a wide berth .Horner opens the car door for Jill , shuts it . Wade shoves him :Horner 's hat falls . Lillian , icy , stares at Wade . He backs off . Wade sometimes wonders : how 'd Lillian Pittman of Lawford , N.H. , get so much class ?Horner sits behind the wheel . Lillian silently stares Wade up and down , gets in the car beside Jill . The automatic locks latch as the Audi drives away . Its taillights merge with vanishing traffic . Wade looks down , picks up Horner 's dark green Tyrolean hat , examines it , as if unsure of its function . Wade walks toward Town Hall . MARGIE FOGG , exiting , greets him :NICK WICKHAM , 45 , Marg 's boss , passes by :Wade , lost in thought , continues toward Town Hall . At the door , LaRiviere , one of the last to leave , eyes him . Wade tosses Horner 's hat inside .Wade nods as he lights a cigarette . Alone , he watches the last cars pull out . He holds his jaw .

While you went off for a few beers with your friends? Is that Hettie Rodgers there, with whatzizname?

Do n't cause a scene. No one's trying to win any ` rounds'. Do n't make it any worse.

You two want to do anything tomorrow and need a third party, give me a call, okay? I'm off.

Like hell you are. Tomorrow's first day of deer season. I'll need you at least in the morning.

Do n't worry. I can protect my virtue. I mean, c'mon, Wade, give me a break.

I'm sorry about your mother. I liked her. You never know how much women like that suffer. It's like they live their lives with the sound turned off - and then they're gone.

You know what I'm talking about. For what you're doing to me and to the child you say you love so much. Love. You wo n't get away with it.

Who needs it? Everybody who comes here has been coming for years so what they need a sign for?

About you and Jill and needing a third person. She went back to Lillian?

No you do n't. You're pissed, that's all. You ought to cool off for a few days then have a long talk with Lillian. You know? Work it out with her, tell her how you feel. Lillian's not out to get you.

Jack's sort of sensitive, I guess. More than most. But he'll be okay in a few weeks.

I heard he was drunk at Toby's last night and got in a fight with Hettie. He drove off without her.

Jack's turned into one of those men who are permanently angry. He used to be a sweet kid, but it's like, when he found out he could n't play ball anymore, he changed. Now he's like everyone else.

Wade! How can you even think such a thing? Why would Jack Hewitt do that, shoot Twombley on purpose?

You would n't have done anything like that, shot someone for money.

Do n't you think, do you still think it's a good idea to press this custody thing - just now?

I'm just cleaning out some of this stuff that's built up. For the rummage sale. And some things for the cleaners. And the laundromat.

Fuck. Wade Whitehouse. It's people like you that keep this fucking town from prospering. Whatever somebody does to improve things around here, you got ta find fault with it.

The fucker shot himself. Ker - bang! That's what it sounds like. Not on purpose. I assume accidental.

CB. Little while ago. One of the boys on the way in picked up Jack on the CB calling for state troopers. I figured you'd know what really happened. The fucking guy kill himself? This Twombley, who the fuck is he, anyhow?

Your father's in back, Wade. Marg had to babysit him. She moved in with you, huh?

Jack Hewitt, he's looking for you. Wants you to clear your stuff out of his office in Town Hall.

No, he's out now. Somewhere on the mountain. I'd stay away from him if I were you. He's real pissed.

Pre - dawn light silhouettes a dozen weather - beaten mobile homes set off Route 29 . Snow continues to fall . A sheet of white stretches down Parker mountain .

6:40 . A clock radio pierces the silence with classic rock . Wade Whitehouse rolls over , runs his tongue across mossy teeth , shuts off the music . He looks out the window , grunts : `` Shit ! '' He steps over to the phone by the frayed plaid couch , dials . Wade 's trailer is surprisingly neat , considering its owner smokes too much , drinks too much , eats take - out and rarely cleans up .

Jack Hewitt 's 4x4 passes Wade 's trailer , continues up 29 . Tire chains splice the path .

Jack behind the wheel . Beside him EVAN TWOMBLEY , 60 , fleshy , Irish , wearing brand new scarlet wool pants , jacket and cap . He feeds on the misfortunes of others .Hewitt looks at Twombley 's rifle : a Winchester M - 94 pump - action , custom carved stock and not a scratch on it . Never fired , at least not by Twombley .The pickup disappears behind a curve of pine and spruce trees .

It's not enough snow, not for tracking the bastards. No advantage there, kid.

Tell you what. You get me close to a big buck by ten, kid, there's another hundred bucks in it.

You understand what I'm saying? I want a deer, a dead one, not a cripple or whatthefuck.

Wade Whitehouse , wearing a reflective vest , waves a district school bus into the parking lot . Noisy , jostling grade schoolers emerge from the bus . Jill 's former classmates . Straight as a statue , Wade holds back traffic . Cars and trucks are backed up on the unplowed road . Horns honk and bleat ; a woman 's voice yells , `` Whitehouse , we ` ai n't got all day ! '' Wade , daydreaming , seems oblivious to the commotion . Oblivious - or just plum contrary . A shiny black BMW approaches , speeding , passing traffic on the shoulder . A man and a woman in a fur coat sit in front , two children in back . Whitehouse waves for it to stop . The BMW accelerates through the intersection , ignoring Wade and the traffic . It whizzes past , spinning Wade , and is quickly up the road , spewing ice and exhaust . Wade slips to one knee . Honking ensues ; every car goes where it wishes . Wade , brushing off snow , follows the last bus as it pulls in . LUGENE BROOKS , 60 , school principal , rushes over :Wade sets his face , thinking .

Are you okay, Wade? What was wrong? Why were you holding everyone up?

Snowprints lead from Jack 's pickup to where he and Twombley walk , guns pointed skyward . They enter a line of trees . Jack watches Twombley walk ahead of him , wrapped like a huge infant in red bunting , crunching twigs underfoot . He looks from side to side , checks his gun , returns to watching Twombley . They 're alone .Twombley nods , slips , thumps to the ground . His rifle lands silently . Jack sprints over , helps him up , safety latches the Winchester . Hands it back .Jack finds a path , one eye on Twombley :Jack waits for Twombley as they enter a meadow . Jack aims his rifle at Twombley as he approaches .Jack aims away , following an imaginary bird . Twombley steps alongside .

Milky sky flatters LaRiviere Co. , a sprawl of well - digging , septic and snow plow equipment . Billboard declaimes : `` LARIVIERE CO. . - OUR BUSINESS IS GOING IN THE HOLE ! '' a motto repeated on every truck and piece of equipment . Wade 's green Fairlane is parked outside the office .

Wade , puffing a cigarette , passes ELAINE 'S -LRB- LaRiviere secretary -RRB- desk , her large red `` No Smoking '' sign , eases into an office modum chair . He unzips his jacket , slaps his cap against his thigh , spraying drops of melted snow . Gordon LaRiviere , speaking on the phone past a glass partition , calls to Wade :Wade exits toward the blue grader .

Jack and Twombley walk through fresh snow . The hillside 's thick with pine trees . Twombley , red - faced , puffing , leans to speak to Hewitt . Jack lifts a finger to his lips :Twombley peers over a slight cliff at a lumber trail twenty feet below . Jack points :Jack zig - zags down the incline , while Twombley , gun poised , waddles along the edge . Jack stops fifty feet away , watches Twombley , a cartoon character . A stag pokes his nose through the pines , steps into a clearing . Jack aims his rifle , looks at Twombley . Twombley turns to see the buck , loses his footing , TUMBLES down the twenty - foot cliff .

An open cab grader -LRB- `` Our Business Is Going In The Hole '' -RRB- sits in the rutted lot outside Toby 's , a beer joint with fake wood siding and 24 - hour neon sign . A four - wheel drive plow with the LaRiviere motto pulls in , parks beside the blue grader . JIMMY DAME , 40 , gets out , glances at the grader as he enters .

Jimmy joins Wade at the bar , calls for a beer . Frankie LaCoy bullshits with two long - haired locals at a nearby table ; their conversation drifts in and out . Country music plays through a broken juke box speaker . Wade touches his tooth , grimaces .Wade shrugs . LaCoy 's conversation has caught his ear . He turns to watch .Wade 's face as the story comes to life :

Sorry about that. Why's it every year, come first snow, you get stuck with the grader?

Do n't work too fast. Business the way it is, Gordon's probably looking to lay me off earlier than usual this year. He's got too much money as it is. Why's it always the little guy that gets kicked in the butt in hard times?

That was no pisser. I'll tell you who was a pisser. Glen Whitehouse. There was a real pisser. He was mean normal, but when he drank it was like he burst on fire. Canadian Club. Always drank CC. One Christmas there's this cord of wood out back he forgot about and he decides to have his two boys stack it. Except it's been out back two months and it's snowed and rained and froze so now the wood's all iced in. He takes the boys. He was drunk, of course.

Wade! We were just talking about your Old Man. `` What are you, a quitter!''

Thirty years before . GLEN WHITEHOUSE -LRB- `` POP '' -RRB- , 42 , pushes his boys , Wade -LRB- 13 -RRB- and Rolfe -LRB- 10 -RRB- , toward snow - covered lumps of firewood behind the barn . He 's drunk . The boys carry shovels and a pickaxe .His sons chip at the wood . Hopeless . Frozen solid .Wade notices his mother , SALLY , watching from the window .

A lesson in work and its rewards. You'll thank me for this one day.

I've got sons, Goddamnit, oh my God, have I got sons! Wade? Rolfe? Elbourne? You love me boys? Do you love your Pop? Of course you do!

Oh, Jesus, Sally, you are such a Goddamned good person! Capital G. You are so much better than I am, I who am no good at all, you who are a truly good person, like a fucking saint! Beyond fucking com - pare.

I checked on her. She had the electric heater. Cold do n't bother her as much as me. Which is why I give her the heater.

Not a one of you is worth a goddamned hair on that good woman's head!

Come on, smart guy. Tell how it's no big deal. Tell me how a single one of you is worth a single hair on that woman's head.

Listen to your little brother. ` Wade, just leave it.' Candy - asses. All of you. That's what I've got for children. Candyasses. ` Wade, just leave it.' Praise the Lord! ` Just leave it!'

The fuck you got waylaid. You follow your prick around like it was your nose.

Let's go home? What home is that? Your home? My home? Let's have a talk about that. You're fucking sly, Wade. Your mother's dead so she ca n't make any excuses for you anymore! You got ta deal with me! No more sugar tit, asshole.

Yeah, you goddamn sonofabitch, I know you. You're a goddamn fucking piece of my heart!

Nah - nah - naw! You done done finally done it! Like a man done it. Done it right. I love you, you mean sonofabitch!

Where the Christ you going? You sonofabitch, you leave my fucking truck where it is! I need. Give me the Goddamn keys! I need to get me to town!

Nothing in the fucking house to drink. Not a fucking thing. My house, my money, my truck - stolen!

LaCoy roars with laughter .Wade grabs his keys , walks over . Jimmy follows .Wade and Jimmy head out .

Wade , shivering in the open grader , plows a narrow winding road . He lights a cigarette , exhales steamy smoke . LaCoy 's laugh triggers a memory :

The flashback continues : Glen Whitehouse pushes his sons inside . Sally steps from sight . Out back , the firewood lies frozen amid futile shovel marks .Pop , swigging Canadian Club , turns :Rolfe runs from the room screaming , `` Mom ! ''

The town 's 24 - hour restaurant . A bright new sign reads : `` Home Made Cooking . '' Wade 's grader out front .

Wade , eating lunch at the counter , talks with Nick Wickham :Margie Fogg heads over , sits :Nick goes back to work .Wade 's eyes well up .Wade and Margie stand . She wants to kiss him .Wade meets Nick halfway to the door .Margie steps over as Wade exits .

Elaine looks up from her desk as Wade pulls the grader into the lot , jumps out , heads for his car . Laviviere stands outside .They head for LaRiviere 's blue 4x4 Dodge .

Gordon and Wade drive up the same road Jack took Twombley . Wade fiddles with the CB . No use : static .LaRiviere grunts disapproval as Wade slips the butt out his window .Ahead , they see flashing lights and cars . A white emergency vehicle passes , jolting the pickup .

Wade pulls behind three state trooper cars . Jack stands joking with the TROOPERS , one of whom holds a German shepherd on a leash . LaRiviere and Wade jump out . Jack , suddenly serious , turns to LaRiviere :Wade walks over to trooper ASA BROWN , pets the shepherd .Brown walks off with shepherd .Wade watches LaRiviere get into his pickup , drive off .They walk over to Jack 's burgundy pickup . Wade eyes the rifles in the gun rack .

Watch the dog, Wade. Takes a mind to, he'll tear your fucking head off.

D.O.A. Blew the bastard wide open. Had a hole in back you could put your head into. Pretty big hole in front too. You could've put your fist into that one.

Late . Wade Whitehouse , lying in bed with an icepack on his cheek , talks on the phone :

Wade 's theory - in black - and - white : Twombley 's footing slips . Jack turns to watch . Twombley 's gun hits frozen rocks , fires , blows a hole through his chest .

Another theory : Black - and - white . Jack sees a figure run from Twombley 's body .

Wade 's bubble - top Fairlane drives through snow covered hills .

The Fairlane is parked outside a substantial summer house with a wide porch and frozen pond . The `` speeding '' BMW in the drive . Wade knocks on the front door . An 8 year - old boy answers the door . Wade speaks ; the boy goes back inside . MRS. GORDON , 30 , delicate , beautiful , wearing a dark green robe , comes to the door . Her eyes are red - rimmed . Wade has seen her before , but not this close . He feels awkward .MEL GORDON , 40 , dark - eyed , wearing a tartan robe , steps behind his wife .Mel folds his arms . His wife goes inside .Mel Gordon moves Wade out of the door , slams it . Wade steps away , looks back at the house . Mrs. Gordon watches him from the window .

Moving violation! I just got out of bed and you're telling me you're giving me a goddamn speeding ticket? Now? Are you nuts? Is that it, Whitehouse? You're nuts?

You're talking about a goddamned ticket, from when I passed you at the school where you were deciding to hold up traffic while dreaming of becoming a traffic cop or something?

You get the hell out of my house now, asshole. And know this - you are going to be a lucky asshole if I have n't got you fired before the day is out. I can do it with one phone call, and I'm pissed enough to do it now!

Black - and - white . A further theory : Jack bends over the fallen Twombley , holds a tarp to protect his chest from blood spray . He shoots Twombley with his own gun .

Wade sits on the edge of the bed , sighs . Lapses into thought . Margie caresses his back , kisses it . He winces .Wade looks at her , brushes the hair off her face :Wade walks naked to the kitchen , returns with two beers , one for Marg . He gets in bed . She , thinking , sips :He kisses her . His jaw winces in pain .

Glen Whitehouse , plastered , yells at Wade , age 13 :Wade , frightened , retreats as Sally enters in her housecoat .Glen reaches for the Canadian Club ; Sally tries to block his hand . Glen pulls his arm from hers , clipping her cheek with the bottle . Sally gasps , grabs her cheek . Wade pushes between them , protecting his mother .Pop clenches his fist . Wade vainly looks Rolfe 's direction for help .Pop 's fist comes crashing down . Wade raises his arms to protect himself . Wade 's arm bone CRACKS with the blow . Wade grimaces in pain .

Wade , washed and changed , drives ; Marg sits beside him . They head north . Deer rifles echo from the woods .

Sun slants over Parker Mountain ; they pull up . The house , once white , is peeling . Polyurethane flaps over dark windows . The 1960 red Ford pickup sits long frozen in the open barn .They stamp their feet on the porch ; Wade turns the knob . Locked . It seems abandoned .They round the house , try the back door . Wade knocks loudly . GLEN WHITEHOUSE , 70 , opens the door , stands inside . He wears long underwear , stained woolen trousers , slippers .

Glen shuffles toward the stove ; they follow . He starts a fire .Pop goes to the bedroom .Pop returns .Wade , concerned , pushes open the BEDROOM door :He steps inside . On the bed , Sally Whitehouse , wrapped in blankets , lies dead . He walks over , beside the small electric heater , touches her forehead . Her skin is chalk white .Margie steps into the doorway . Pop joins :Pop goes to the dresser , pours himself Canadian Club . Wade opens his mother 's mouth , attempts respiration .

ROLFE WHITEHOUSE , 38 , drives his four - door Toyota west : through Massachusetts , toward New Hampshire . His face bespeaks tolerance , objectivity - in short , education . It 's also Wade 's face .

Friends and relatives gather in the living room : Wade , Rolfe , Glen , LaRiviere , Margie , an aging couple , REVEREND DOUGHTY , 30 , thin , wearing glasses and an avocado - green suit .No one moves . LaRiviere checks his watch . Wade shrugs :Margie 's face tells Rolfe he 's touched on a sensitive subject .Wade opens the frig , takes out another beer :Rev. Doughty calls for Glen Whitehouse , who has been sitting , silent , drinking , to join the others :Wade , expressionless , looks at Rolfe . Rolfe , embarrassed , trying to do the right thing , helps his father kneel beside Rev. Doughty . The others join the circle .Pop mutters something . Wade , Rolfe and Marg exchange glances . He mutters louder :He rises over LaRiviere , turns , exclaims :Doughty freezes .Pop knocks back a drink as the others stand .Gordon and the couple file out . Doughty , Glen , Rolfe , Wade and Margie remain .Wade , eyes blazing , squares off . Son to father .Wade stiffens . Pop cocks his fist . Marg , screaming , jumps between them as Pop swings . The old man bounces blows off Margie 's arms and shoulders . Wade pushes Marg aside , grabs his father in a bear hug and walks him backwards , flat against the wall . Wade releases him . Pop , frail , collapses to the floor . Wade kneels over him :

Come, Glen, join us. Let's kneel for a moment of prayer before the service. Wade? Rolfe?

Dear Heavenly Father, Lord of Hosts, we come to Thee to beseech Thy blessings and commend to You the soul of our beloved wife and mother, Sally Whitehouse, to be one with You and walk with You -

Townspeople and friends cluster around the gravesite : Pop , LaRiviere , Jack and Hettie , LaCoy , Chub Merritt , Nick , Jimmy , Lillian , Jill and Horner , Rolfe , Wade and Margie .Rev. Doughty finishes . The mourners exchange farewells . Wade looks at Lillian . Margie and Rolfe , escorting Wade 's father , let him be . He walks over , hugs Jill .Lillian hesitates , shakes her head ` no . 'He kisses Jill , says goodbyes , walks back to Rolfe and Margie . Ahead , LaRiviere walks with Jack .

Wade and Rolfe leave Margie and Pop in the kitchen as they step out back .They grab snow shovels propped against the porch , walk to the barn . Firewood 's stacked alongside .

Shafts of light filter through the ramshackle structure . A snow drift nearly buries Glen 's red truck . Wade and Rolfe break away the packed snow .They finish clearing the snow . Wade gets in the truck , starts the engine . Rolfe waits for Wade .Wade opens the glove compartment , finds a bottle of Canadian Club . He unscrews the cap .The truck sputters , stops . Wade pulls the keys .The sun is down . Wade tucks the keys in a knotted board .Rolfe looks out : the cobalt sky has turned black .They walk toward the house .

Wade walks in as Jack and Jimmy prepare to head out , their drilling rig loaded with pipe . Gordon yells at Jack :Jack opens the truck ashtray .Hewitt trudges to the john .LaRiviere smiles , goes to his office as Wade hangs his coat in his locker . Jack cruises over .Jack gets in the cab of the drilling truck . Wade follows .Wade grins , goes to activate the door .The drilling truck pulls out the garage , onto the road . From the opposite direction a black BMW slows , enters . Mel Gordon . Wade , all eyes and ears , watches . Mel Gordon parks in front of the office , gets out . Elaine calls :Wade flips the door switch . Mel Gordon and LaRiviere talk . Yeah .

The South Main Street office of J. Battle Hand , lawyer . Concord is a real town , with traffic , stores , people with places to go .

J. BATTLE HAND , 60 , sits in a wheel chair behind his desk . Wade , uncomfortable in work clothes , tries not to show it .Wade stands ; Hand motors to the door . Wade puts his fingers in his mouth . His tooth throbs .

It would help if you were married, if there was someone at home while you work.

Good. It would help if there were some drug or alcohol abuse on the part of your ex - wife. Sexual problems upsetting to the child.

No, not exactly. I'll look at the divorce decree, see if we can get it redrawn. Interview your daughter. Jill, right?

Hard to say. If we go for custody, depositions, psychiatric evaluations, it could drag on. Ten or twelve thousand dollars. She could win on appeal. If we just want to get the visitation rights redrawn, assuming they're unduly restrictive, it would n't be more than twenty - five hundred.

You might be better off legally as well as financially to just go for the -

Wade and Gordon speak . LaRiviere is relaxed , open : a `` new Gordon . ''Wade pulls out Bic , lights cigarette .Wade smiles , exits .

Wade , driving Gordon 's 4x4 with running lights and roll bar , takes 29 toward Pop 's farm . A pickup passes him : Jack Hewitt 's burgundy Ford . Wade stops . Jack turns up Parker Mountain - the road to the accident scene . Something 's up . Wade turns and follows . Jack 's fresh tracks lead the way . Hewitt is driving fast . Wade keeps up . Jack , far ahead , approaches the accident scene . Stops . Night has fallen . Wade comes over a low rise , spots Jack 's pickup . He kills the lights , parks to block Jack 's exit . Silence . Footsteps in the snow . Wade watches , listens . What 's he doing ? Looking for evidence ? The burgundy pickup engine suddenly ROARS - Jack 's back and at the wheel - the tires squeal , spit snow as he spins past Wade . Wade starts his engine , gives pursuit . The pickups gun their engines , bumper to bumper , down mountain roads , lumber roads , rocky trails . Wild headlamps their only guide .

A trail turns sharply past a shallow beaver pond - too sharply for Jack . He crashes through a stand of skinny birches straight out onto the pond . The pickup 's momentum carries it across the pond . Wade drops into first gear , follows , his headlights reflecting ice . He drives directly to Jack , bumper to bumper , headlight to headlight . Jack sticks his head out :Wade does n't budge . Jack backs away ; Wade inches forward . Hewitt 's trapped . Trees behind him . Neither truck has traction on ice . Jack steps out , swinging his fists wildly . Wade gets out . Jacks grabs his rifle , points it :Wade backs off .Jack gets back in his pickup , maneuvers it slowly around the Dodge , crosses the ice and is gone . Wade stands in darkness . The only sound his idling truck , the wind . Then a third sound - the snap of ice . Ice cracks ripple from the middle of the pond . Ice planes tip around the truck . LaRiviere 's snazzy Dodge slips , descends , disappears . Headlights glow under water , then go out . `` Our Business Is Going In The Hole . '' Wade , alone in darkness , plops into the water , paddles to shore . Freezing , he finds Jack 's tire tracks in the snow . He bangs his jaw .

Wade enters the empty diner . His clothes frozen .Wade goes to the kitchen . Glen Whitehouse , washing dishes with Margie , looks up :Wade 's old man talks as he dresses :Wade , redressed , enters :Margie and Nick guide pere et fils to MARG 'S CAR . Nick speaks to her :Marg drives off .

Wade leans close to his father , his breath on his :Pop spits directly into Wade 's face , raises his arm . Wade catches it , twists it . Margie shrieks :They do , glaring as they approach the farmhouse .

Wade looks in the bedroom , sees Margie sleeping , goes to the bathroom . He peers , stands before the sink , washes his hands slowly . Drying his hands , he looks into the mirror , startled by the image of his own face . A phone conversation plays over :

Wade sits alone in the darkened room , speaking on the phone . His cigarette glows .

Wade 's theory expanded : Jack and Gordon argue in the office . An extension of Scene 55 . Like Wade 's other theories , in black - and - white :

Wade drives Margie 's car toward LaRiviere 's . In his rear view window he spots Chick Ward driving Chub Merritt 's tow truck , lights blinking , pulling LaRiviere 's pickup like a dead fish . He pulls over , lets it pass . He 's parked in front of Alma Pittman 's house . A sign on the lawn reads , `` Alma Pittman , Town Clerk . '' He looks at the house , decides to go in . Wade walks up the shoveled steps , knocks on the door . ALMA , 60 , wearing plaid shirt and slacks , greets him with a smile :

Well, you look. sad. Upset. I do n't mean to pry. I'm sorry about your mother. It was a nice funeral.

Sometimes things are simpler than you think. Let me ask you a question.

About Jack? No. Have you checked out the tax bill on your father's farm lately?

This is all the real estate transactions in this town the last year. Most of it unused land. Most of it for little more than the back taxes owed.

I went down to Concord to check it out. The president is Mel Gordon. The vice - president and treasurer is Gordon LaRiviere. Those boys are buying up the mountain, Wade. $ 364,000 this year. I believe that's out of LaRiviere's league.

All the figures show is that Gordon LaRiviere is going to be a very rich man using his position as Selectman. In a year or two, you wo n't recognize this town.

They step into Alma 's living room/office . She 's been keeping the town secrets for as long as anyone can remember .They sit by her desk at the bay window . She studies him .

Gordon LaRiviere examines his damaged pickup outside the Shell station .

Wade finishes :Alma punches her computer . Dozens of items flash up .She punches again : only three items .

Wade storms in , shouting . Jack and Jimmy choose donuts by the file cabinet . LaRiviere 's behind his desk . Wade 's tooth makes it hard for him to talk without pain :Jack , combative , looks at Wade . Gordon stands before Jack can speak :Wade 's phone conversation plays OVER as he goes to Margie 's car .

Phone conversation continues as Wade drives to Merritt 's Shell station .CHICK WARD , 30 , Chub Merritt 's mechanic , greets Wade outside the station . We join their conversation :

Wade , open phone book in hand , walks back and forth speaking into the receiver . Margie looks up from the KITCHEN table , an old newspaper in front of her .The other party has hung up . Margie stands , upset . Wade slams the phone down .Pop enters from outside with firewood , passes .Margie 's face falls . She retreats from the room as he speaks , taking her coat and pocketbook . Wade and his old man , she thinks : just the same . Wade looks out the window and she gets in her car , drives off . Wade holds his inflamed jaw ; he can hardly see straight . Pop turns on the TV in the living room , boosts the volume . Pop comes back in the room , gets the Canadian Club , pours himself a drink .Pop growls , goes back to wrestling on the TV . Wade walks to the cabinet , removes a pair of pliers from the tool drawer , goes toward the bathroom . In the BATHROOM , Wade opens his mouth - it hurts - takes a bite of whisky , sets the bottle on the toilet tank . He looks at the stranger in the mirror , reaches inside his mouth with the pliers . Prying his mouth open , Wade Whitehouse locks the pliers onto a large molar in the back , squeezes and pulls . He steadies himself , pulls again , yanking the pliers from his mouth . The bloody rotted tooth clatters in the sink . He takes another bite of whisky . Rolfe 's voice plays over :Wade takes another swig , sets the whisky bottle in the LIVING ROOM beside the TV set . Wade and Pop exchange looks . Wade exits through the KITCHEN , snatching his coat .

Wade spits blood into the snow as he grabs a gallon can of gasoline from under the porch . He crosses to the barn , prepares to pour the gas into the beat - up red truck .

Wade 's Ford pickup passes J. Battle Hand 's office , keeps going . Grass peeks through the snow at this lower altitude .

Wade parks the truck , walks past leafless bushes to a charcoal - gray split - level with pink shutters . He pushes the door bell ; the first notes of `` Frere Jacques '' play . Lillian opens the door ; Jill 's footsteps approach .Jill returns , wearing parka and boots , heads out with her father .Wade and Jill approach the truck .Wade opens the truck door . Jill climbs in with her overnight bag , looks back to the door where Lillian watches .

The Ford heads north .They stop for a light . Silence .Pause . Wade looks over at Jill and realizes she is crying .She shoves her clenched fists hard against her legs .Jill looks away . Wade pulls a six - pack from under the seat , pulls off a beer , takes a swig .

Wade and Jill enter Wickham 's , crowded with out - of - state hunters at the end of the deer season .Wade , flaring , reaches across the counter and grabs Nick by the shirtfront ! Nick 's arm knocks over a cup of coffee . The diner goes silent . Hunters look up . Jill 's face is white ; she starts to cry . Wade looks over - it takes him a moment to react - bends down , comforting her . He wipes her nose with a napkin .They head for the door . Nick eases over :Wade takes Jill 's hand , exits .

Jill waits in the old red truck parked outside . Wade emerges with cardboard boxes of office miscellany , rifles laid across top . He shoves the boxes and guns into the back of the pickup , gets in and drives off .

Wade and Jill pull up the drive , past Margie 's car , into the barn . Her trunk and two side doors are open . Margie comes out back with a battered suitcase , goes to her car . She 's leaving . A plastic bag of clothes sits in the trunk . Wade and Jill get out , approach :Jill , suitcase in hand , looking pathetic , tries to smile . A sadness passes over Wade 's face .Margie , watching him , quivers , starts to cry . She drops her suitcase , out of nowhere bawling like a baby . Wade goes over , puts his arms around her , pats her back . His face is racked . He , too , seems about to cry - if he could . In his arms Margie feels trapped , overwhelmed by Wade 's circumstances and terrible sadness . She pushes :She struggles in Wade 's grasp . Jill , frightened , wildly hits him from behind :Wade moves back like a bear , covering his face and arms . Jill , near hysterical , keeps after him , arms and fists flying . Wade stumbles backwards into the snow . Jill still swings . Margie dashes to intervene as Wade swings his arms wide . Jill flies into Marg . Her nose is bleeding . Wade 's caught her across the mouth and nose . She takes cover behind Margie , crying . Margie and Jill stand side by side , saying nothing . Wade looks up stunned , as if hit by a rock . Marg slowly backs away , her arms behind her holding Jill .Marg eases Jill into the front seat , closes the door , edges around the car slamming the trunk and gets into the driver 's seat . Wade stands .She closes the front door , starts the car . She backs out the drive . In her rear view mirror she sees the image of Wade receding , standing frozen , staring down at the snow . Pop emerges from the house , looks at his son , grinning . Wade looks at his old man , that dumb devilish grin plastered on his father 's face . Glen Whitehouse holds an empty whiskey bottle like a pistol . Hunters ' gunshots echo in the distance .Pop holds up the bottle , pretends to fire it at Wade .Wade waves his old man off , trudges toward the barn .Wade walks from the glistening snow into the dark barn .

Wade unloads the cardboard boxes filled with his office belongings from the back of the truck and sets them on the ground . He gathers up his rifles . Suddenly ! A whiskey bottle SLAMS against the back of his head . He drops to his knees , the guns scatter . He looks up with child 's fear and guilt at his father . Glen Whitehouse hovers over him , huge and ferocious : a colossus , lifting the bottle like a jawbone . Wade cringes , scrambles for the dropped rifle . He grabs it by the barrel and , twisting around , swings it in a slow motion arc , smashing the edge of the wood stock against his father 's head . A cold hard CRACK of bone . Glen Whitehouse - shriveled again , no longer mythic - flies back like a stuffed dummy . He collapses beside the empty C.C. bottle . Wade , bleeding from the head , stands , staggers off Pop 's inert body , aims his rifle at the old man 's face .Wade bolts the rifle , flicks off the safety , fires - a loud CLICK . The gun 's empty .He kneels down , lovingly touches the old man 's face , caresses his lips , cheeks , nose , brows , smoothes back his stiff gray hair . Pop 's eyes are clouded . Blood suddenly drips from his ear to the ground . Wade rests the rifle against the truck . He bends over , slips his hands under his father 's body , lifts him up . He carries Pop over to the workbench , lays him out . Groping beneath the bench , Wade finds the kerosene lamp . He unscrews it , pours kerosene the length of Pop 's body . Wade takes out his cigarette lighter , ignites it , holds it for a moment , places it to Glen Whitehouse . Fire spreads the length of Pop 's body , bursting like a shroud of yellow flame . The oil - stained bench crackles ; flames shoot up the old weathered wall . Burning flesh and heat drive Wade backwards .

Wade stands in snow and sunlight . The entire barn is engulfed in flames . Black smoke billows through the clear winter sky . Inside Glen Whitehouse , a pyre , burns .

Pop 's red truck is parked behind Jack Hewitt 's 4x4 on a snow - banked road . Wade , hunting rifle pointed up , traces Jack 's footsteps down the slope of the mountain .Wade spots Jack poised in a spruce grove , watching for deer . Wade bolts his rifle , releases the safety , aims and FIRES . Jack , hit in the chest , falls bleeding between trees . Blood stains the snow .

Camera glides from room to room , glimpsing details , fragments of former times , as if this were an historical site or memorial . The walls resonate : lives were molded here .Out a window , workers gather charred timbers from the barn , throw them on a truck .THE END

BLACK SCREEN Words SCRAWL UP ON SCREEN and we hear a RESOUNDING VOICE .We hear PUMPING ROCK AND ROLL MUSIC as the POWER RANGER 'S LOGO BURST 'S ONTO THE SCREEN . Now the logo EXPLODES , revealing

In a time of great strife, a legendary interdimensional being known as Zordon, came to the city of Angel Grove to establish a vanguard in the never ending struggle against evil. with the aid of his trusted assistant, Alpha 5, the noble master sought out six extraordinary teenagers and gave them the power to transform into an unstoppable fighting force. In time of great need, the young heroes could now call upon colossal assault vehicles known as `` Zords''. while the identity of the six remained a guarded secret, their courageous exploits soon became the stuff of Legend, earning them the title. The Mighty Morphin Power Rangers.

Look, Zordon does n't have much longer to live. And for all we know, Angel Grove could already be under attack. We do n't have TIME for this.

The six Power Rangers , TOMMY , KIMBERLY , BILLY , AISHA , ADAM and ROCKY sport sleek sky diving suits , parachute packs and helmets . Tommy is strapped into a high - tech airboard .BULK and SKULL push their way through the Rangers , decked in bizarre skydiving regalia , topped off by World War II leather caps and aviator goggles .The Rangers exchange amused looks . Aisha gestures to themBulk and Skull swagger to the door and open it - the ground is a dizzying distance below . They swallow hard .Bulk and Skull step aside , Aisha LAUNCHES herself . The others follow through the opening with flair .Tommy and Kimberly share an infectious glance , Kimberly a hand , indicating Tommy should go first .He 's gone . Kimberly stands backwards in the doorway .Bulk and Skull watch wide - eyed as she BACK - FLIPS out of the plane .

You have n't by any chance seen a. morphological being lurking around?

Zordon. you ca n't leave us. Ever since you came into our lives. you've been like another father ` to us all. -

I was just thinking about Zordon. everything we've been through together.

It's one smooth move and then you've got ta explode off the top.

We'll get this warrior. save Zordon. and send that SLIMEBALL Ivan Ooze back to the SEWER he crawled out of.

Listen, we appreciate your hospitality, but we really do n't have much time.

I wonder. We've been relying on our Morphin Powers for so long. maybe we've forgotten how to rely on ourselves.

`` To those who possess the Great Power. all things are possible.''

Everybody hold on tight. We're gon na send this sucker into OBLIVION!

Bulk. why do n't we give Mr. Peep here a chance to think it over?

Uh. that's classified, top secret, confidential, undercover information.

You know, meeting Zordon. teaming up with you guys, it's the best thing that's ever happened to me.

I've got it! We use the mirrors to reflect the light back into itself!

ROCK AND ROLL fills the track as the Rangers plunge towards earth , executing a series of MIND - BOGGLING MANEUVERS : SPINS , FISHTAILS , POWER DIVES , BACK FLIPS , you name it .

Bulk and Skull psyche themselves up .They take deep breaths then CHARGE THE DOOR .Naturally , they get STUCK , wedged shoulder to shoulder . THE PILOT glances back , CHUCKLES and BANKS THE PLANE .

Bulk and Skull rotate into frame . Now , facing straight down - they FALL INTO CAMERA , CLINGING TO EACH OTHER DESPERATELY

The Rangers pull off more SPECTACULAR MANEUVERS then swoop TOGETHER , interlocking hands and forming a PERFECT CIRCLE They look to one another and a moment of pure magic passes between them . It 's not usual the exhilaration of flight they 're sharing , it s the exhilaration of togetherness , of being part of a team .They disperse and yank their rip - cords . The sky BURSTS TO LIFE WITH SIX BLOSSOMING PARACHUTES - white , pink , blue , yellow , red and black in color .

FAMILIES eat hot dogs and cotton candy at a huge fundraiser . A large banner proclaims `` SAVE THE OBSERVATORY . '' We see diving teams with labeled uniforms - the BOWLING TEAM , ANGEL GROVE P.D. and the FIRE DEPARTMENT . There s a large white `` BULLSEYE '' spray - painted on the grass . The city 's spectacular large skyline rises out of the b.g. . A SPUNKY MR. KELMAN stands at a podium , speaking into a mic .A BOWLER shouts out playfully .Mr. Kelman feigns seriousness .A hip thirteen year old , FRED KELMAN , yells out as he points to the sky .ANGEL ON TARGET - AS AISHA touches down flawlessly .Aisha clears , then Billy and Adam land toqether .Billy and Adam clear and now Rocky and Kimberly come in .Everybody watches with dumbfounded expressions as Tommy SAILS IN ON HIS AIR BOARD AND SLIDES INTO DEAD CENTER . He spreads his arms wide .The families CHEER and APPLAUD as they surge forward to congratulate the Rangers . Mr. Kelman and Fred approach Tommy - Fred and Tommy exchange stylish hand slaps .The other Rangers approach .

Listen to me! Our parents are in danger! If we do n't help them they're going to be killed!

We hear a VOCIFEROUS SISSING SOUND , but we ca n't see where it 's coming from . - Suddenly the six Rangers come SCREAMING AROUND A CORNER ON STATE - OF - THE - ART ROLLERBLADES . These kids are FLYING ! We hear FULL - THROTTLED MUSIC as the kids WEAVE , DUCK and SWERVE like blading virtuosos . Tommy LEAPS in the air , does a 180 and SKATES BACKWARD . THE HIGH BRANCHES.past a large tree as Bulk and Skull DROP INTO FRAME

The Rangers GLIDE around another corner - there 's buildings on one side of them and a construction site on the other .Tommy leads them up a plywood ramp - they LAUNCH TEN FEET THROUGH THE AIR , PULLING OFF HAIR - RAISING FREE STYLE MOVES THEN MAKE SPECTACULAR LANDINGS on the construction site parking structure . As they shoot across the concrete , the CAMERA PUSHES IN on :

WORKERS operating heavy machinery - cranes , bulldozer , etc. , Construction Worker jackhammers solid rock . Drill makes a CLANGING SOUND as it HITS METAL ! A baffled look comes over him as he stops the jackhammer , brushes away debris . uncovering an ANCIENT IRON PLATE . He gapes at it , too stunned to speak .

A large hook has been fastened to the iron plate - a crane ENGINE ROARS as it HOISTS THE PLATE UP , revealing a CAVERNOUS OPENING . TWO MORE CONSTRUCTION WORKERS have joined the first , all of them look on in amazement .Suddenly a PURPLE STEAM POURS from the opening . And now something really amazing happens . A menacing STONE CLAW RISES UP , CRADLING A HUGE STONEAs though drawn by it 's power , he moves to touch it . KZAAAAAAP ?! APURPLE BEAM OF LIGHT BLASTS HIM - SENDS HIM FLYING TEN FEET THROUGH THE AIR !

We're here at the World Center Construction Site, where a mysterious object was just uncovered in a freak accident in which one workman suffered minor injuries.

Angel Grove Police have cordoned off the area until it can be determined whether or not the unidentified object poses any threat. The injured workman was quoted as saying.

CLOSE ON - T.V. SCREEN We see the reporter then a few cuts of GEOLOGISTS combing the site with scanning equipment and COPS sealing off the area with yellow tape .PULL BACK TO REVEAL A CAFE . The Rangers are at a table - Tommy is teaching Fred martial arts moves .Tommy executes a wicked JUMPING ROUNDHOUSE KICK . Fred is wowed . He drops into position .The jovial proprietor , ERNIE , approaches the Rangers ' table with a loaded tray . Fred pulls off a dazzling JUMPING ROUNDHOUSE KICK and almost knocks Ernie 's tray over .Fred moves off as Ernie serves the desserts .Aisha reacts to something off screen .Bulk and Skull swagger past followed by a GROUP OF KIDS .Ernie moves off after Bulk and Skull . Tommy 's wrist communicator BEEPS . The kids exchange glances than look for a private area .They move out of everybody 's sight .Aisha gives Kimberly a puzzled look .They hit their wrist - communicators and instantly TRANSFORM INTO SIX IRIDESCENT COLUMNS OF COLOR . The columns SHOOT UP THROUGH a giant oak tree , KNOCKING LEAVES LOOSE .

Ay, yi, yi, yi, yi! Our thermionic - sensors have been hit by a CATACLYSMIC surge of evil!

To assist you I have retro - fitted your helmets with new Opti - Scan devices.

You put your left probe in, you put your left probe out, you put your left probe in and you shake it all about. You do the hokey - pokey and you turn yourself around.

I do not LIKE Green Eggs and Ham! I do not like them, Sam - I - am!

They say that somewhere beyond the Hyperion Constellation there exists a mythological power that is beyond all comprehension.

The legend speaks of a Master Warrior who lives on the planet Phaedos. This is the only person who knows the secrets of the power.

This is an emergency reserve of morphonic emissions. It should be enough to get - you there.

There is one problem. I only have enough reserve to send you Phaedos. I ca n't bring you back.

Perhaps if I could locate a vertical - deflector then I could assemble a holographic - comlink.

By bouncing ultra - high frequencies off one of the network satellites, I can send a long - range pulsar signal to within TWO FEET of the Rangers coordinates.

That should do it. we wo n't be able to hear them, but they SHOULD be able to hear us.

Zordon 's remote headquarters protrudes from a craggy mountain top - silhouetted by a glorious sunset . The SIX STREAK OF COLOR slice downward into the roof .

Everything 's gone haywire buttons BLINK , emergency lights FLASH , there 's a CACOPHONY OF ELECTRONIC SOUNDS . ALPHA 5 works frantically amidst the array of computer banks while ZORDON looks on from his COLUMN OF LIGHT . The six Rangers MATERIALIZE , Tommy turns to Zordon .

Six thousand years ago a morphological being known as Ivan Ooze, ruled the world with a reign of unparalleled terror. Finally, a rebel factor known as the `` Order of the Meledon'' lured him into a hyperlock chamber and buried him deep underground.

You have n't changed, Ooze. You're still picking on creatures smaller than yourself.

I'm afraid that's impossible. The power has been destroyed. It's gone. The Zords, the weapons. all of it.

You must be strong. Ivan almost overthrew the planet once. and now I'm afraid he has the strength to see his scheme through.

Each of you are now in possession of miraculous skills. but only when the six become one will you have the strength to harness the Great Power.

Rangers, by going after the Great Power, all of you knowingly put your lives at extreme risk. and in so doing you not only saved my life, you saved all of Angel Grove and the world from a reign of unthinkable terror.

Barricades and police tape surround the egg . A SECURITY GUARD passes his sleeping CO - WORKER , drops into a chair , sips his coffee . BZZWAPP - ZEDD , RITA , GOLDAR and a short , fat , furry creature named MORDANT appear .Zedd grumbles to himself .The stunned guard stirs his sleeping buddy .Kurt looks up groggily .Zedd ZAPS THE GUYS with a bolt from his staff - they are knocked out . Goldar steps back from the blast and accidentally steps or Mordant 's foot . Mordant KNOCKS on Goldar 's metallic leg .Goldar is oblivious . Zedd , stands reverently before the glowing egg shape .Mordant BANGS on Goldar 's leg again .Goldar SWATS Mordant .Mordant GRUMBLES under his breath . Meanwhile , Zedd aims is staff at the chamber and BURSTS a blast of energy . The egg opens up with a wHOOSH of decompressing air . webs of ELECTRICITY BRANCH OUT , followed by a SWIRL OF BLACK SMOKE . When the smoke clears we see a BUBBLING , PURPLE , PHOSPHOSCENT OOZE . The group gathers around - Rita sticks a finger in o the sticky substance .As if in response , the ooze BOILS AND FROTHS . Zedd and Rita are too busy arguing to notice this .We hear a SLITHERING SLURPING SOUND as the substance RISES UP AND TAKES ON THE GHASTLY SHAPE OF IVAN OOZE . Mordant tugs at Zedd .Zedd and Rita finally notice Ivan , standing with his lips apart , revealing jagged teeth , one of which is made of GLISTENING SILVER . He stretches his sinewy arms , releases an enormous YAWN , puts his hands on his head , CRACKS it .Now he SMACKS his lips together , opens his arms theatrically and gives his trademark stance .Rita blushes .Zedd flashes her an angry look , turns back to Ivan .Ivan gives a slight bow .Ivan 's face goes dark , THUNDER RUMBLES and the site LIGHTS UP WITH A FLASH OF LIGHTNING . Mordant turns to Goldar .Goldar hands Ivan a scrap of paper .BZZWAPP ! The foursome DE - MATERIALIZE .His eyes come alive .

Another Saturday night and I'm traipsing around the galaxy with the THREE LITTLE PIGS! My mother warned me this would happen! Rita, she said, after 89 marriages you might wan na think about throwing in the towel. Why did n't I listen to her?!

No need to wake him. In fact, why do n't you take a little nap yourself.

After two thousand years of searching. I have finally found you.

Mordant's my second cousin three times removed on my mother's side. He ` s just visiting for the summer.

What. you spent two thousand years looking for this tub of SNOT!

For your information this is not just your average, run - of - the - mill tub of snot!

I will not only destroy him, I will OBLITERATE his entire being. It will be like Zordon of Eltare never EXISTED!

How could he let them slip through his hands?! He's no better than the rest of the hired help around here!

You garlic - sucking DINGLEBRAIN! The Rangers are going after the Great Power.

You call yourself a hell - hound?! A basset hound is more like it. If you were a real outlaw you would've gotten me out of this blizzard HOURS ago!

I'm gon na fire that slimeball so fast his not gon na know what hit him!

Is n't this just TYPICAL! We finally do somebody a good turn and just look what happens!

Couldn'' t stand them - low - class all the way. And did you catch a whiff of their BREATH?! It's like having a conversation with a couple of ONIONS! Not to mention.

You know boss, I'd really like to help out but I've got this gastronomic condition which rules out all space trave -

Oh, it could n't've gone better. The Power Rangers did n't know what hit them.

Well. we were about to finish them off. when this huge monster came out of nowhere!

Okay, maybe he was n't so huge. But you should've seen the size of his STICKS

What're you talking about?! It was n't my fault! You're the featherbrains that let them get away!

As soon as we've taken over the world I'm gon na change my name to Sir Mordant. Or how about MAJOR Mordant?!

You're too kind. Allow me to introduce myself. I am the infamous, world - reviled, universally despised, IVAN OOZE!

Power Rangers, huh? So Zordon is still using a bunch of rug - rats to do his dirty work. And speaking of rats.

Gee. pretty fancy - shmancy. I guess if you invest your money well over SIXTY centuries you can buy something pretty nice.

Put a cork in it `` Z''. Ten minutes out of the egg and I'm already listening to one of your lectures.

And then you came along. You locked me into your stuffy little hyperlock - chamber and tossed me into the depths like yesterdays TRASH!

Do you have any idea what it's like to be cooped up in a rotten egg for six thousand years? It's BORING! Not to mention I've had a Charlie horse since the Renaissance! But now the tables are turned. Now.

And now, finally, I have the strength to DESTROY your pathetic powers FOREVER!

Tengu Warriors, you will fly to Phaedos, find the Power Rangers. and TEAR THEM APART!

Not to worry. I'll ever so gently lure them in and mold them into an army of devils! And what better way to entice them. than with a little Ivan's Ooze?!

Ah, the old and doddering. I'm going to SCOURGE their puny minds, reducing them to ZOMBIE'S. And then I'll put them to work rebuilding my empire.

Boys and girls, girls and boys, gather round and feast your eyes. This ai n't sludge and this ai n't guck. this is the one and only Ivan's Ooze! Yesireebob. It's ooey, gooey and even kind of chewy. But best of all it's FREE!

Let's pick it up here! I've got a schedule to keep. In twenty four hours the ooze is gon na hit the fan!

Queen Tengu, lead - your warriors to Phaedos, FEAST YOURSELVES UPON THE POWER RANGERS AND BRING ME DULCEA!

ONCE I HAVE MY ECTO - MORPHICON MACHINES UP AND RUNNING, I SHALL ANNIHILATE ANGEL GROVE. AND THEN. THE WORLD

Are you bored with your work? Are you bored with your family Are you bored with your 1ife Well, come on down to Ooze City and LET'S GET STICKY!

Finally, after centuries of waiting, my Ecto - Morphicon machines are ready to take on the world!

YOU HAVE SERVED YOUR PURPOSE. NOW YOU WILL RETURN TO THE CONSTRUCTION SITE AND LEAP TO YOUR DEMISE!

ANGEL GROVE. I'D LIKE TO INTRODUCE YOU TO A COUPLE OF MY NEAREST AND DEAREST FRIENDS. HORNITOR!

On cue , the Power Rangers TELEPORT into the construction site . They 're surrounded by rock piles , pools of water and a plethora of building supplies . Billy looks down at the mud puddle he 's standing in .They survey the construction site for a moment .They advance up a slope - the egg comes into view .The kids get close to the egg , looking it over with fascination . Suddenly a hand falls on Aisha .They all whirl around and see the first Security Guard . He half smiles , shaking his head .CLOSE ON HIS FACE as it SHAPE - SHIFTS INTO THE + HIDEOUS VISAGE OF IVAN OOZE .Ivan puts his hands to his face in mock fear .He looks them over reproachfully .Ivan raises both hands - ELECTRICITY SHOOTS OUT HIS FINGERS and the kids DIVE CLEAR as the bolt ZAPS A THRONG OF RATS . Now , incredibly , the RATS GROWN INTO GRUNTING , SNARLING MAN SIZED RAT - BEASTS .Ivan raises his arms - thunder CRACKLES and LIGHTNING RIPS ACROSS THE SKY .An EXPLOSION OF PURPLE SMOKE CONSUMES IVAN .The RATS ATTACK !Tommy gets off a stellar CROSS - HOCK TAKEDOWN , Kimberly delivers a world class HEEL STOMP , Billy executes a lethal REVERSE HANDSWORD . Despite their valiant efforts , the Rangers ar being overwhelmed by the fierce combatants .

And you know. if there's one thing in the world I reeeeally hate.

SMOKE POURS from various circuit boards , numerous control panels VIBRATE .There 's a BLEET , BLEET - emergency lights start FLASHING near the entrance . Alpha watches , forlorn , as OOZE SEEPS through the hairline cracks in the door .The ooze SLITHERS AND GURGLES ACROSS THE FLOOR , once again IVAN RISES UP . He takes in the state - of - the - art surroundings .Alpha drops into a Karate stance , makes some BRUCE LEE NOISES then LUNGES .Ivan holds his arm out , ZAPS Alpha with an electrical charge Alpha starts spinning .Ivan slowly circles Zordan 's column of light , Zordon turns with him .IVAN raises his hands - he is holding a flute and he PLAYS A FEW NOTESHe uses the flute like a lightning rod - A BOLT OF LIGHTNING BLASTS A PANEL TO SMITHEREENS .He blows up another PANEL .HE BLOWS UP ANOTHER PANEL . Ivan CASTS ANOTHER LIGHTNING BOLT , DEMOLISHING AN ENERGY PILLAR .Now Ivan begins to THROW LIGHTNING EVERYWHERE , LAYING THE COMMAND CENTER TO WASTE . Ivan laughs in the b.g. as Alpha continues to spin , moving his arms in and out .

AI, YI, YI, YI, YI Ivan s Ecto - Morphicon machines are leveling the city!

Two rats charge Aisha and she LEAPS UPWARD - the pair SMASH into each other . Rocky picks up a two - by - four and starts SPARRING with another rat . Billy SHOVES A HUGE WOODEN - SPOOL down a slope and it ROLLS INTO A COUPLE OF RATS , BOWLING THEM OVER . One rat CRACKS IT 'S TAIL like a whip , KNOCKING Adam to the ground . Another rat gets Kimberly in a bear hug and she makes a face .She grabs a handful of his whiskers .She YANKS THEM OUT , the rat SQUEALS and releases her . The fight well , but the rats start to get the upperhand .The Rangers click their power coins into their power morphers .They JUMP INTO THE AIR and they 're ENGULFED IN A DAZZLING GOLDEN LIGHT as we do a 3D MOVIE VERSION OF THEIR TRANSFORMATION INTO COSTUME . They all LAND and there 's a WHIRRING SOUND as all six of the face pieces POLARIZE so we can see their faces . The rats immediately scurry off .A YELLOW BEAM SLICES THROUGH THE DARKNESS . Aisha leads the group through the site .-LRB- CONTINUED -RRB- - NEXT FILE PAGES 21 ONWARDS CONTINUED : -LRB- 2 -RRB- They pass a bulldozer , some scaffoldingThey come to a stop .AN AUTO - PHONIC RECEIVER POPS OUT of the side of Billy 's helmet . As he turns his head , the receivers ROTATE . SOUND EFFECT : We hear silence and then . a RASPY BREATHING , followed by a GUTTURAL SNARL .The Rangers advance along a cement wall , slowly round a corner . Aisha 's light PANS THROUGH THE GLOOM .A SCOPE SNAPS into place over Rocky 's left eye . P.O.V. - THROUGH POWER TRACKER We see HEAT SENSOR OUTLINES , PULSATING WITH COLOR . COMMAND GRAPHIC : SEARCH MODE . Lines VECTOR and SCAN as Rocky searches the area . Eventually he looks up and the lines LOCK ON TO THE PULSATING FORMS OF THE RATS .The creatures LEAP DOWN and we see the Rangers pull off KICKS , SUCKER PUNCHES , SPINBACK - ROUNDHOUSES , you name it . One of the beasts TACKLES Tommy and the pair go TUMBLING OWN A TWENTY FOOT ROCK PILE . Aisha picks up a handful of dirtA beast turns - Aisha FLINGS dirt in his eyes .She follows through with an OVER SHOULDER THROW - the beast CRASHES INTO A JOHNNY - ON - THE - SPOT . Rocky fights another beast and the creature SWINGS UP THROUGH SCAFFOLDING with phenomenal dexterity . Rocky goes after him .The talking Saber appears in Tommy 's hand .Saba sees the rats .We hear a PRIMITIVE CRY as a beast SLAMS INTO ADAM , SENDS HIM CATAPULTING . Adam rises , speaks in a low growl .He holds his hand in the air .The STEGA - STINGER appears in Adam ` s hand . He aims it toward an overhang , FIRES . A thin wire SHOOTS OUT - the Stinger at the end PIERCES the overhang .Adam leaps off a platform , SWINGS THROUGH THE AIR like Tarzan , SLAMS into the rat and sends him CATAPULTING .A contraption APPEARS in Kimberly 's hand and she throws her arm out - a LONG RIBBON SWIRLS out and tangles itself around the rat .She yanks the ribbon pulling the rat into an opening - he DISAPPEARS .Billy takes a hit , ROLLS across the ground . He stops inches away from a twenty foot drop - off . The beast CHARGES HIM , he ducks and the beast GOES FLYING THROUGH THE AIR AND SPLASHES DOWN IN ONE OF THE MUDDY POOLS OF WATER .Rocky is now up in the scaffolding . He DROPS TEN FEET through the air , LANDS ON ONE END OF A BOARD . There 's a beast at the other end and he goes FLIPPING THROUGH THE AIR . Tommy throws Saba Saber and the knife SWOOPS THROUGH THE AIR and zings around the beasts as they try to knock him down .The rats chase after Saba as he heads into a water - slicked area . There 's a large power cable running across it . Once all the rats are in the water , Saba kamikaze dives into the cable , SLICING IT OPEN WITH AN ERUPTION OF SPARKS . The water SIZZLES WITH ELECTRICITY and the rats GO UP IN A PUFF OF SMOKE .We see the six original small rats scurry away , SQUEAKING . Suddenly , there 's an EXPLOSION OF ELECTRICAL ACTIVITY and the Rangers watch , stunned , as their COSTUMES DE - MATERIALIZE and they appear back in civilian clothes .Billy tries his wrist communicator .There 's no response .They all hit their communicators and nothing happens .They hurry off .

The Rangers climb a mountain path , all of them looking alarmed . Up ahead , there 's a PILLAR OF BLACK SMOKE rising from the Command Center .

The place is trashed - there 's SMOKING debris , ravaged panels , exposed wires and mechanisms . The kids move through the wreckage in numb silence .Adam spots Alpha 's arm protruding from a mound of rubble .The kids quickly uncover the battered robot .Everybody follows Kimberly 's gaze , thunderstruck expressions coming over them . Laying on a destroyed bed of crystals is Zordon . He is still a SHIMMERING SPECTRAL being , only now he s aged a good fifty years . The kids stand over him , forlorn .Zordon opens his eyes .The kids drop down beside him .The kids are stunned . Kimberly gently takes Zordon 's hand .Zordon closes his eyes . Tommy puts a hand on Kimberly 's shoulder . The kids slowly rise , all of them looking utterly despondent . Billy turns to Alpha .Billy opens a panel on Alpha 's back , makes an adjustment . Alpha 's head rolls back like he 's going to sneeze .SPARKS BURST from where his nose should be . He SNIFFS .Rocky hands Alpha a hanky , Alpha wipes his nose area .Aisha turns to Alpha .Alpha shakes his head .Alpha heaves a sigh .Alpha heaves a SIGH .The kids exchange curious looks as Alpha opens a compartment and removes a vile filled with RADIOLUMINESCENT ENERGY .He approaches a damaged panel , loads in the vile .Alpha gives them a grim look .Alpha keys in coordinates .Alpha shakes his head , punches in the final codes .He pulls a lever .The kids TRANSFORM INTO SIX STREAKS OF COLOR AND BLAST 0FF THROUGH THE CEILING . Alpha shakes his head in despair .

We see the SIX COLORED STREAKS BLAST away from earth and SHOOT PAST the moon . The CAMERA MOVES IN on Zedd 's ominous palace which rises up out of the tortured landscape . Zedd , Rita , Mordant and Goldar are standing on the balcony .

Zedd , Rita and their minions are inside Zedd 's dark palace Goldar looks through Rita 's telescope as Rita rants .Goldar looks up from the telescope .Ivan sweeps regally into the room .Ivan SNAPS his hand - a WAD OF OOZE FLIES OUT , SPLATS RITA across the mouth , muffling her .Ivan drops regally into Zedd 's chair .Mordant slips behind Goldar , using him as a shield .Zedd SHOOTS A BLAST from his staff - Ivan is COVERED IN SPARKS .Ivan raises his hands and the sparks DISAPPEAR .He ZAPS Rita and Zedd , and with a BRILLIANT FLASH , THEY 'RE GONE . Mordant moves to a snow - globe on the table , his mouth falling open . Zedd and Rita are INSIDE IT ! Rita wipes the ooze off her mouth , RANTS IN A MUNCHKIN VOICE .Ivan turns menacingly to Goldar and Mordant .Mordant and Goldar exchange a look , then turn back to Ivan .Goldar throws a hand over Mordant 's mouth , MUFFLING him .He makes a HOARKING SOUND then SPITS OOZE ONTO THE FLOOR ,Now the OOZE GROWS INTO TEN TENGU WARRIORS - BIRD - LIKE CREATURES WITH LONG BEAKS AND ENORMOUS WINGS . THEY GOBBLE , SQUAWK AND CHIRP like newborn chickens , the CACOPHONY GROWING LOUDER AND LOUDER until .The Tengu fall dead silent .The creatures make HORRENDOUS SQUAWKING SOUNDS AS THEY SPREAD THEIR REPTILIAN WINGS .One of the Tengu grabs hold of Mordant and the FLOCK WINGS OFF LIKE COLOSSAL BATS .ANGLE ON - SNOW GLOBE Zedd waves his arms around in outrage .

The Tengu warriors sweep toward us - we see Mordant dangling from one of the Tengu 's talons .He SWINGS PAST CAMERA and out of sight .

The COLORED STREAKS OF LIGHT SHOOT THROUGH THE COSMOS , heading down toward the planet , PHAEDOS . It 's emerald green with two radiant golden circles around it .

The STREAKS OF COLOR hit the jungle floor and only FIVE RANGERS MATERIALIZE .The kids search the sky in a panic .

Alpha works frantically hitting buttons and levers .SPARKS erupt from the panel , SINGING ALPHA . He snarls .Alpha winds up and DELIVERS A MIGHTY KICK to the panel . suddenly comes to life with BLEEPS and BLIPS .

The Rangers continue scouring the sky as BILLY COMES FLYING .He SPLASHES DOWN in a puddle .The others quickly gather around him .Billy looks down at the puddle .They help Billy up then take in the exotic jungle environment . They hear all sorts of EXOTIC ANIMAL SOUNDS .Tommy gives them all an invigorating look .He leads the team down a narrow path .

Ivan is walking through a giant chemical plant with GoldarIvan shakes his head .GOLDAR digs for buried treasure deep in his nose .Ivan approaches an enormous vat , turns a tap - it BURPS and GLOPS as PURPLE OOZE pours out .Bulk and Skull enter waving a `` help wanted '' flier . Both them are wearing their garish blazers and dark sunglasses .Bulk does a G.Q. stance .Ivan does n't look too pleased .Skull extends his hand .Ivan steps forward .Bulk and Skull lower the sunglasses and take a good look Ivan . Both of them swallow hard .They start to back away .Goldar blocks their way .

The Rangers move through foreboding jungle terrain , their ears alert to all the UNEARTHLY SOUNDS around them . Tommy watches Kimberly , who seems to be lost in thought .Kimberly glances up .Kimberly takes a moment to answer .The others nod in agreement .Tommy 's words sink in . He stops suddenly , sensing something . ANGLE ON - MORDANT hiding behind a tree , watching the Ranger 's pass . There 's a HORRIFIC SCREECH - the kids look up as the TENGU WARRIORS COME SWEEPING OUT OF THE SKYIt 's too late . The Tengu attack with unbelievable ferocity They SLASH with their claws , STAB with their beaks and BATTER with their wings .Rocky is hurtled into some bushes , Aisha is knocked against a tree , Adam splashes down in a small creek . Mordant watches of this from the sidelines . He gets so excited that he starts throwing punches and kicks .He accidently punches a tree .One of the Tengu gets Kimberly in a choke - hold ,Tommy rushes to help her and another Tengu trips him - he TUMBLES HEAD OVER HEELS DOWN A SLOPE . We hear an OTHERWORDLY CRY as a small , hunched figure wearing a tattered robe SWINGS IN ON A VINE . He proceeds to pull off what is nothing short of a miracle . He uses the STICKS for weapons as he executes a ROUNDHOUSE KICK , a SCISSOR - KICK TAKEDOWN , a SITTING SIDE KICK , a ROUNDHOUSE DROP SPIN BACK KICK , a PARALLEL BLOCK FROM THE OUTSIDE , a REVERSE HANDSWORD and so on . The creature punctuates the hits with an exotic variation of BRUCE LEE NOISES .The Tengu SQUAWK and SQUEAL as the little dynamo WAILS ON THEM .Finally the Tengu retreat , WINGING UP THROUGH THE TREES .One of the Tengu SWOOPS IN AND SNATCHES Mordant up .The Rangers recover and exchange expressions of utter disbeliefThe figure speaks in a HOARSE WHISPER .Now the most amazing thing happens . The figure RISES TO FULL HEIGHT OF SIX FEET , while simultaneously shedding it 's robe . Underneath is a SCANTILY CLAD , STUNNING AMAZONIAN WOMAN . We 're talking B - U - I - L - T. Meet the Master warrior , DULCEA . The Rangers stand there with stunned expressions . Dulcea looks to Tommy .Tommy just gapes . Kimberly gives him a cold glance and THUNKS him one with her elbow .Kimberly intervenes .She moves off - the Rangers just stand there staring at each other .The Rangers quickly follow her through the brush Aisha turns to Kimberly , speaks under her breath .

It is said that to those who possess the Power. all things are possible.

In another time, another dimension. It was brought here long ago by the `` Nathadians'', a people who are now all but extinct. They built an impenetrable stone Monolith to store the power and keep it from their enemies.

For thousands of years, beings from all over the Universe have tried to obtain it. ALL have perished.

The only way to obtain the power is to achieve the highest state of being.

You do n't understand. If you do not have the Ninjetti, the power will destroy you.

In the language of the Nathadians, `` Nin'' stands for `` man'', `` jetti'' stands for `` animal''. Ninjetti - man and animal, together as one.

The crane maintains it's agility through the perfect harmony of mind, body and spirit.

The wolf relies on it's enhanced senses to guide it. He can hear what we can not hear, he can smell what we can not smell.

The frog remains still and silent while it assesses its target. then strikes out in the blink of an eye.

Each of you must reach deep within and draw upon your natural instincts. Only then will you know the way of the Ninjetti.

You have been visited by the animal spirits. they have given you their blessing.

We belonged to an interstellar Peace Keeping Force known as the `` Order of the Meledan''.

Zordon was widely regarded as the finest Commander in the Galaxy. He was a true Legend. If it was n't for him, the Universe would be a very different place from what it is today.

Over time our enemies were defeated. I returned to Phaedos, Zordon moved on to continue the struggle elsewhere.

Until you kids showed up, I had n't heard from him for centuries.

If Zordon dies. then a piece of all of us dies. and the force of good within the Universe will be dealt an irreparable blow.

It is said that once you've reached the power. you have only ten triacs to release it.

They say the power will throw off a super - heated, radioactive fireball, instantly reducing you to ash and bits of charred bone.

CLOSE UP - OOZE CONTAINER There 's a label with a picture of Ivan - he 's wearing make - up to make him a little more presentable . DOZENS OF KIDS Ranging in age from eight to seventeen , are swarming Bulk and Skull , who have set up a booth with a large banner that reads : `` FREE OOZE ! '' Some kids STRETCH the ooze , others MOLD it , others THROW it at each other . It 's an ooze free - for - all .Bulk and Skull run a booth . A banner screams `` OOZE RULES '' . Kids crowd around .Fred approaches .Bulk and Skull exchange apprehensive looks .Fred looks at the container in his hand but he does n't open it . Skull sees a kid HURL some ooze at him .Skull ducks and Bulk gets SPLATTERED in the face . Bulk glares at Skull , wipes some goop off , FLICKS it at Skull .He smiles , revealing a glistening silver tooth .

The kids are seated on rocks by a lakeside , all of them drinking from clay mugs . Dulcea finishes handing out bowls . Aisha stares into hers with a grim expression .Kimberly lifts out an EEL - LIKE CREATURE , and watches it SQUIRM between her fingers .Dulcea sprinkles hers with brown flakes .The other Rangers watch as Billy holds one of the squirbs over his mouth and drops it in . He chews a few times , lets out a BURP .Dulcea looks to Tommy .Dulcea 's eyes move from Ranger to Ranger .Dulcea 's words hang heavily in the air .As Rocky is talking , a flubbery looking SNOUT works it 's way over Kimberly 's shoulder . She has n't noticed it yet .The snout works it 's way underneath Kimberly 's chin - she SCREAMS FOR ALL SHE 'S WORTH . INCLUDE - A TERRIFIED SNOGGLE . This is Dulcea 's ant - eater like assistant . He jumps up and down , YAMMERING and GESTICULATING .Snoggle now re - fills Aisha 's tea - cup .We hear a PHOOT as Snoggle BLOWS A CUBE OF SUGAR OUT HIS SNOUT AND IT SPLASHES INTO AISHA 'S TEA . Aisha stares at the cube a moment .The other Rangers watch as Billy holds one of the squibs above his mouth and drops it in . He chews a few times , lets out a BURP .

Night has fallen on Angel Grove . We PAN ACROSS a quiet , middle - class neighborhood , settle on a two story house .

CLOSE ON - OOZE CONTAINER We PULL BACK to reveal it 's sitting on a table . Mr Kelman enters , looks it over curiously . He picks it up , opens it and sticks his finger inside . Suddenly a CRACKLING ELECTRICAL CURRENT RUNS OVER HIS ENTIRE BODY . His face goes blank and his eyes momentarily GLOWS PURPLE . Now he strides purposefully out the door .

Dulcea and the Rangers are gathered around a bird - bath stand with FLAMES leaping out of it .The kids hesitate a moment , then reluctantly put their hands inside the flame . Aisha makes a horrific expression .They remove their hands - they 're filled with sand .Aisha studies the sand for a moment - it MAGICALLY TAKE ON THE SHAPE OF A BEAR .Dulcea turns to Rocky . His sand MAGICALLY TAKES ON THE SHAPE OF AN APE .We see each of them DISCOVER THEIR ANIMAL .And now Kimberly . She studies hers for a moment . It looks like a bird .Now Adam .And finally , Tommy .Kimberly regards Dulcea with true admiration .Dulcea stands tall and proud .

Fred enters the living room and searches for his Dad .He heaves a frustrated sigh .

Fred enters the empty master bedroom , a look of concern coming over him .

Fred comes outside as several KIDS approach , all of them looking forlorn .Suddenly a WILD KID wearing grunge clothes runs by HOWLING LIKE A BANSHEE . He 's holding a container of ooze in one hand and a baseball bat in the other . He SMASHES a couple of trash cans with his bat .The kid BASHES IN a mailbox then runs off . Fred looks startled .

Kimberly and Snoggle observe as Dulcea walks ON HER HANDS across a narrow bamboo log that spans a pond . A waterfall churns in the b.g.She leaps into the air , does a ROUND - HOUSE KICK , lands perfectly on the narrow span .Dulcea reaches the end of the log , flips through the air lands flawlessly on the ground . Kimberly heaves a sigh , climbs onto the bamboo and start walking across , balancing precariously on her hands . She gets about a quarter of the way , loses her balance , and falls into the shallow pond . Snoggle laughs , making a loud HONKING SOUND . Kimberly recovers , shoots him a look .He marches to the pole , Dulcea holds him back .

Dulcea and Rocky are standing at the bottom of a twenty foot pole with an exotic oriental carvingDulcea now SCRAMBLES UP THE POLE WITH THE NIMBLENESS OF A SPIDER . In less than ten seconds she reaches the top . Rocky shakes his head in disbelief .Now she SLIDES DOWN like a firewoman , drops beside Rocky . He takes hold of the pole , focuses for a moment .It starts SCURRYING UPWARD . He gets about fifteen feet in the air , loses his grip , PLUMMETS AND SLAMS TO THE GROUND .

Dulcea and Billy circle one another , fighting with spinning WHISTLING sticks . Dulcea is blindfolded , Billy is n't .Billy takes SWING after SWING - Dulcea easily DEFLECTS every blow . Now Dulcea takes numerous SWINGS , THWACKING Billy repeatedly and finally KNOCKING him INTO THE WATER .

Dulcea , Adam and Snoggle stand in an area filled with FLYING INSECTS .We hear a TRILLING SOUND as Dulcea watches some kind of insect dart around her . THWAP ! The TRILLING SOUND is gone . Dulcea has literally caught the insect in the blink of an eye . Adam shakes his head in disbelief . He waits a moment , hears a TAT - TAT - TAT sound and watches a insect zip around him . He lashes out numerous times , missing the insect completely . THWUMP ! With lightning speed Snoggle VACUUMS the fly into his snout . CRUNCH , CRUNCH , CRUNCH . Adam speaks under his breath .

Aisha watches as Dulcea goes into a bear stance .Snoggle CHARGES Dulcea , SLAMS INTO HER . She remains as rooted as a tree . Snoggle meanwhile suffers some serious bodily damage .Snoggle recovers and faces Aisha . Aisha shrugs , goes into a bear stance . Snoggle charges , SLAMS INTO HER and sends HER FLYING !

Dulcea and Tommy are standing on a towering rock rising out of a dark lake .Now Dulcea does the impossible . She LEAPS OFF THE ROCK , SOARS FIFTY FEET through the air , AND LANDS on another protruding rock . Tommy is stunned .Tommy psyches himself up .He spreads his arms out , LEAPS . and DROPS LIKE A ROCK exploding into THE BLACK WATER .

Alpha fusses over Zordon , who is looking a good ten years older .Alpha looks out over the decimated Command Center .Zordon shudders in pain , closes his eyes . Alpha watches over his mentor , shakes his head in anguish .

Dulcea leads the kids through a circular opening in one wall , all of them look completely wiped out . She reaches an ornate doorway , faces the Rangers .She heads through the door .Snoggle points to the campfire .He pushes Kimberly toward it making a `` Na na na na na '' sound through his snout . He then hurries inside and SLAMS the door .The kids approach the dying fire , all of them limping a little .They drop around the fire , a few of them GROANING . They stare into the orange coals for a long moment , all of them looking disillusioned .It takes a moment to get a response .There 's a somber silence .They all settle in for the night .

A PURPLE HAZE OF SMOKE has settled on the construction site . Suddenly , mysteriously , SWARMS OF ZOMBIFIED PARENTS emerge from the vapors - We see Mr. Kelman amongst them . Ivan steps forward , followed by Goldar .All the parents stop .All the parents stand on one foot . Ivan seems to be taking a perverse glee in all this .All the parents start QUACKING LIKE DUCKS . Ivan slowly turns to Goldar , gives him an icy stare .Ivan turns back to the QUACKING parents .The parents keep quacking .-LRB- they shut up -RRB- Now , as soon as I give the word I want all of you to start digging . -LRB- beat . -RRB- Do I make myself perfectly - The zombie parents have already started going to work . Ivan shakes his head in exasperation .

The Rangers are fast asleep . A night wind WHISTLES through the trees , causing the branches to shiver . After a moment , there 's movement in the bushes . Suddenly , amazingly , a WOLF emerges - his mane glistening in the moonlight , his eyes GLOWING LIKE FIRE . He surveys the sleeping clan , moves straight toward Billy . He stands inches away from him , watches him with an intense gaze . Billy stirs slightly . The embers cast an orange glow on Kimberly 's sleeping face A SHADOW moves over her and two CRANE LEGS step into frame . There 's a FLURRY OF FLAPPING WINGS as a FALCON SWOOPS DOWN and lands on a rock directly above Tommy . The bird fixes on Tommy with its piercing eyes . We hear a GRUNTING SOUND as the SILHOUETTE OF AN APE APPEARS : Now a FROG HOPS through the air and lands inches away from Adam . The frog sits there a moment , it 's THROAT THROBBING Now we hear a DEEP GROWL and a tree SHAKES . Aisha fidgets in her sleep as an ENORMOUS BEAR SHADOW FALLS OVER HER . Now , all at once , the six animals VANISH INTO THIN AIR LIKE SPIRITS OF THE NIGHT .

Ivan and Goldar patrol the parents who are busy digging .Goldar suddenly point to the sky .THE TENGU DROPS INTO THE SCENE , SQUEALINGMordant waves Ivan off .The Tengu appear , one of them SQUAWKS and makes grand gestures .The Tengu SQUAWKS some more .A pensive look comes over Ivan .To help make the point Mordant SPITS on the ground .One of the Tengu SCREECHES again .Ivan looks up to the sky .LIGHTNING RIPS from the sky and ZAPS THE TENGU , CAUSING THEM TO GLOW RADIANTLY .He shoots a BOLT OF ENERGY AND CREATES THE OUEEN TENGU ! She is a different color than the rest and her eyes GLOW RED . Mordant shakes his head in wonder .The Queen spreads her wings and makes the most HORRENDOUS SCREECH imaginable .Once again , the Tengu take to the sky like GIANT BATS .

The morning sun bathes Dulcea 's compound in a shimmering golden light .

CLOSE ON KIMBERLY Snoggle 's snout works it 's way toward her making SNORTING SOUNDS . Kimberly bolts awake and SLAMS his snout with her fist . She YELPS LIKE A CHILD as he grips the protrusion and JUMPS UP AND DOWN .All the Rangers spring awake . As they get out from under their blankets they 're shocked to discover that they 're all wearing Ninjetti costumes with animal symbols on their chest .Dulcea approaches , a wondrous expression on her face .The Rangers continue to admire their symbols in silent wonder .

MONTAGE HARD DRIVING MUSIC KICKS IN . 1 . We see Aisha standing on a rock , her whole body flowing in a martial art exercise . 2 . Billy and Dulcea continue to fight with whistling sticks . Billy is starting to get the hang of it . He hits Dulcea a few times , then she CLOBBERS him . 3 . Kimberly balances along the bamboo log again . She does a FLIP and lands it , however one foot slips off and she struggles to maintain her balance . 4 . Tommy stands on the protruding rock again , spreads high like a falcon , SOARS THROUGH THE AIR . He gets about ten feet then DROPS INTO THE WATER . 5 . Rocky climbs up the oriental pole - this time he makes it up about FIFTEEN FEET before he slips . He only drops five feet . 6 . Adam stands amidst overhanging trees and goes into his frog animal stance , his entire being focused on his actions . 7 . Billy stands off alone practicing with the whistling sticks . The weapons are now a BLURR in his hands . 8 . Kimberly balances along the log , executes a FLIP , lands it perfectly , throws her arms up triumphantly . 9 . Adam stands on the lakeshore , c ncentrating on a buzzing insect . He strikes out at it , but just misses it . 10 . Aisha also does something appropriate .

HUNDREDS OF KIDS AND TEENAGERS fill the park , all of them wearing PURPLE CLOTHES . They 're all dirty and grunged out They jump around , breaking stuff , sparring with each other It 's total pandemonium . Suddenly , an ERUPTION OF SMOKE - and Ivan , disguised as the wizard , MAGICALLY APPEARS . The crowd CHEERS , Nuremburg style , fists raised .At the edge , Fred discreetly approaches Bulk and Skull .Bulk and Skull exchange a look .Fred decides to be tricky .Fred nods .He does a ridiculous mock salute . Bulk and Skull repeat it .Fred rolls his eyes and hurries away .

Dulcea leads Snoggle and the Rangers up a stone path . They approach a bush filled with exotic berries . All of them start eating the berries .Dulcea reminisces .The kids are overwhelmed by what they 're hearing .The Rangers are silent for a moment .Dulcea speaks with grim - visaged intensity .These words strike deep in the kids .

The bulldozers and earth movers have dug out a twenty foot pit . IVAN leads Goldar and Mordant through the site , passing dozens of laboring parents .The entourage comes to a stop , Goldar and Mordant ca n't believe what 's before them .INCLUDE - A HUGE MECHANICAL ARM AND LEG EXTRUDING FROM THE DIRT .ANGLE ON FRED as he darts through the construction site , taking care not to be seen . He hunkers down behind a stack of two - by - fours , searches the area . He spots his dad , speaks under his breath .He glances around to make sure the coast is clear , then sprints off to where his dad is digging , grabs his hand .Mr. Kelman just gives Fred a blank stare .Suddenly an ARM FALLS ON FRED 'S SHOULDER .Fred whips araund , finds Mordant standing behind him . He SPRINGS TO ACTION pulling off a lightning quick IRON HAMMER FIST STRIKE , a PALM HEEL BLOCK , A FRONT KICK WITH JUMPING KICK . Mordant is getting pummeled . The last kick sends him FLYING BACK INTO THE DIRT . Fred takes off as Goldar stands over Mordant .

Zordon is looking more decrepit than ever . Alpha inserts tube into a make - shift electronic contraption .Alpha continues making adjustments .He flicks a switch and the screen LIGHTS UP WITH STATIC . The the same reporter we saw at the opening of the movie appears .There 's more STATIC , then IVAN APPEARS AS THE WIZARD .As Ivan speaks we see Mordant behind him waving into camera .

The group reaches the crest of a ridge - off in the background we can see the outline of the Nathadian Monolith .The kids strain to get a better look .The kids are thrown by this .The kids share glances , not quite knowing what to say .Dulcea gives them a grim look .Aisha nods .Dulcea catches her hand and six Rangers put their hands on top of hers .

The parents have finished assembling the STEEL TOWER - thick cables run from the base to the skeletal heads of Hornitor and Scorpitron . We see a group of parents fastening clear plastic pipes to the skeletal feet - the pipes are attached to the vat of ooze . Mordant videotapes Ivan as he struts past a giant mechanical foot .Mordant gets the camera a little too close to Ivan .Ivan SWATS Mordant and the camera FLIES up through the air and SMASHES against a wall .ANGLE ON - FRED watching from behind a generator , an alarmed look on his face . Ivan steps up onto a platform .Mordant pulls a lever and the OOZE SLITHERS THROUGH THE PIPES AND STARTS FILLING OUT THE GIANT EXOSKELETONS .Goldar presses a button and the roof of the plant ROLLS OPEN , REVEALING THE TUMULTUOUS SKIES ABOVE .Ivan holds his arms up to the heavens .THE SKY CRACKLES WITH THUNDER AND A JAGGED BOLT OF LIGHTNING STREAKS DOWN , ZAPS THE METAL TOWER SENDING UP AN ENORMOUS ERUPTION OF SPARKS !ELECTROMAGNETIC CHARGES TRAVEL THE LENGTH OF THE CABLES AND HIT HORNITOR AND SCORPITRON WITH SEARING BLASTS OF ENERGY .Mordant admires Ivan .Now the most amazing thing of all happens . The SCINTILLATING BEHEMOTHS AWAKE FROM THE DEAD , THEIR EYES AND MOUTHS OPENING , THEIR ARMS REACHING UPWARD . The beasts ROAR OUT IN THUNDEROUS RAGE . Mordant 's HAIR LITERALLY STANDS ON END - he quickly retreats behind a drum . FRED looks on in horror .All of them turn their attention to Ivan .The parents just stand there with blank expressions .Goldar taps him on the shoulder and he spins around .Ivan shakes his head dismally .

The Rangers crest a hill and Adam , who 's in the lead , suddenly drops down - the others following suit . They peer over the ridge - their eyes wide . Before them , a tenuous rope bridge leads to a vast rock landing . The ocean RAGES BELOW . On top of the island is the Nathadian Monolith . It 's a mind - boggling wonder from another time and place . Between the Rangers and the bridge , the Tengu Warriors are on patrol .Kimberly surveys the area .Tommy pulls all of them into a huddle .

The Tengu are on full alert . One of them hears something , snaps around , there 's nothing there . Another Tengu looks down as a frog hops between his leg . He SCREECHES and STOMPS down his taloned foot , missing the creature by inches . We hear a CAW and the Queen Tengu squints as she spots a falcon circling in the sky above . The Queen is perched on top of a 20 foot rock face . She looks around hesitantly . Now the Rangers ATTACK , some of them LUNGING OFF ROCKS , others BURSTING out of crevices , others coming over the walls . Billy wields his WHISTLING sticks - misses several times , then starts BASHING and THWACKING the feathered beasts . The Queen SHOOTS A LASER BLAST from her eyes - it EXPLODES before Tommy . Kimberly battles another Tengu and the creature forces her back on to the rickety bridge . The Queen FIRES ANOTHER BLAST .Rocky DIVES , knocking Aisha away from the bolt . Adam and one of the Tengu circle each other warily .Suddenly the Tengu is HURTLED BACKWARD TEN FEET THROUGH THE AIR . We did n't even see Adam move .Tommy steps up behind a Tengu .The Tengu turns around and Tommy WHALLOPS HIM WITH A SPINNING - HEEL KICK . A Tengu faces down Aisha and she goes into a bear stance .The Tengu CHARGES LIKE A BULL , SLAMS INTO AISHA . She holds fast and the bird EXPLODES INTO A CLOUD OF FEATHERS .Kimberly continues balancing precariously on the bridge as she EXCHANGES BLOWS with her foe . She finally drops into a crane stance . then just like Dulcea she LEAPS THROUGH THE AIR , EXECUTES A BRUTAL SPINNING HELL KICK and sends the birdman TUMBLING OFF THE BRIDGE . In a movement that seems to defy gravity , she lands perfcctly back on the swinging bridge .Billy swings his sticks , BASHES one of the Tengu in the beak - the creature EXPLODES INTO A CLOUD OF FEATHERS !Tommy reaches the top of a rack . He sees a Tengu making a KAMIKAZE DIVE TOWARD KIMBERLY . TOMMY DIVES , SOARING THIRTY FEET THROUGH THE AIR - HE INTERCEPTS THE TENGU AND THEY SPIN TOWARD EARTH TOGETHER . They HIT the ground and EXCHANGE BLOWS AS THEY FALL OVER ONE ANOTHER . Rocky SLAMS another Tengu in the beak , KABLAM - the creature is OBLITERATED . Tommy LEAPS INTO THE AIR , NAILS two Tengu in the beaks . They BOTH BURST IN AN EXPLOSION OF FEATHERS . The Queen shoots another BOLT OF ENERGY - a rock EXPLODES , SHOWERING THE KIDS WITH SHRAPNEL . Aisha turns to Rocky .Rocky takes a deep breath , goes into a crouch position . Incredibly he SCALES THE WALL IN THE SAME WAY HE WENT UP THE POLE . HE FLIPS OVER THE TOP and lands right before the Queen Tengu . He looks her dead in the eye .With that , he executes a devastating SPINNING - HEEL KICK and the Queen BURSTS INTO OBLIVION .Instantly , the remaining Tengu retreat , SQUAWKING and CAWWING in rage . The kids turn to eaeh other , sharing in a moment of triumph .

We 're on top of a high tower overlooking the entire city There 's a BURST OF PURPLE SMOKE - Ivan , Mordant and Goldar appear . Ivan looks out on the city , holds up his arms theatrically .HORNITOR APPEARS on the street ROARING like a fiend . His enormous foot DROPS DOWN AND CRUSHES A CAR INTO OBLIVION .SCORPITRON APPEARS on the street and BASHES IN THE SIDE OF A BUILDING , SENDING GLASS AND DEBRIS EVERYWHERE .Mordant turns to Ivan and throws his arms up in jubilation .

Zordon , now barely alive , watches as Alpha makes more adjustments to his contraption .There 's STATIC and then we see the reporter again .We see images of PEOPLE SCREAMING THEIR GUTS out as they CLAMBER PAST CAMERA .Zordon speaks in a whisper .

the Mayor has declared a state of emergency and asked that the city be immediately evacuated. He has reiterated the need for everyone to remain calm.

The kids climb up on top of the rock bluff - before them is a huge black Monolith . There 's all sorts of charred bones and skeletons strewn around it , some of them human , some of them alien . They approach the massive block , stand before it in awe struck silence . In the middle of the Monolith there 's a large circle with the six animals of the Ninjetti carved into it .Kimberly looks at all the bones - instinctively puts her hand on her animal symbol .A few of the kids walk around the Monolith , examining it more closely .Billy & ; Tommy latch their hands over the block , searching for an opening .Rocky steps back , THROWS HIS SHOULDER into the Monolith with a THUMP , winces in pain .The kids exchange discouraged looks .The kids look crestfallen .Suddenly a SIZZLE OF ELECTRICITY forms in front of them .The kids mouth 's fall open as . a HOLOGRAPHIC IMAGE OF ZORDON 'S WITHERED FACE APPEARS . He speaks in a barely audible voice .Zordon 's image FLICKERS a few times then STABILIZES again .His IMAGE FLICKERS then FADES AWAY .Billy studies the circle with zealous eyes .They silently assemble in a line , all of them interlock : hands . They face the Monolith with fire in their eyes .A mysterious HALO OF LIGHT SHROUDS the Rangers and they dissapear INTO THIN AIR .

The kids BURST THROUGH A WALL OF LIGHT and come down together inside a vast cavern . There 's a pyramid shaped steel object in the center of the room , a RADIANT LIGHT SHINING FROM IT .The kids advance toward the pyramid .Adam notices their symbols are glowing .The kids ogle the radiant emblems . Kimberly takes hold of hers and it COMES OFF in her hand - there 's a mirror on the other side .Kimberly looks at her reflection and primps her hair . The other 's remove their symbols .All of them turn their mirrors toward the pyramid . A BEAM OF LIGHT SHOOT FROM THE POWER ; INTO THE MIRRORS AND BACK IN TO THE POWER . We hear a RUMBLING SOUND as the earth starts to SHAKE . The Rangers look to each other , horrified . Then everything falls still and silent . and then a miracle happens . We hear a HARMONIOUS , OTHERWORLDLY CHORUS as the pyramid OPENS UP , REVEALING THE MOST GLORIOUS SOURCE OF LIGHT IN THE UNIVERSE . The kids shield their eyes from the brilliance , all of them wearing wonder - struck expressions . SIX BEAMS OF COLORED LIGHT SHOOT OUT AND HIT EACH OF THE RANGERS . AND THEIR POWER RANGERS UNIFORMS MATERIALIZE ON THEM ! Their visors are clear so we can see their faces .Now the symbols in their hands TRANSFORM INTO .They hit their communicators - they instantly TRANSFORM INTO SIX IRIDESCENT COLUMNS OF COLOR AND BLAST OFF .

Dulcea and Snoggle watch as the COLUMNS OF COLOR streak away from the planet , leaving behind a RAINBOW with the six colors of the Power Rangers .

We see the mass of parents as they march intently down a dark city street .

Ernie 's is packed with crazed kids and teenagers who are ripping the place apart . Bulk and Skull watch while gorging themselves on pizza .Suddenly Fred appears and shouts out .The place falls silent .Enraged , they move in on Fred .The crowd gets angrier . They move closer . Fred gulps with fear . glancing around for help , he notices a HOSE . He lunges for it , cranks on the water , and TURNS IT ON THE CROWD ! SPLASH ! They get SPRAYED DOWN ! Suddenly - they stop in their tracks , slowly blinking , confused . The spell is broken . We hear : `` What 's going on ?! '' `` What am I doing here ?! '' , etc. .He hurries off . A few follow him , then a few more . until pretty soon everybody joins him . Bulk and Skull share a look .Bulk considers the dilemma .Skull nods , relieved . They gather up the pizza and move off after the others .

The Rangers MATERIALIZE in the Command Center with their helmets off .Alpha approaches , speaks in an anguished voice .The Rangers are too stunned to speak . They approach Zordon 's lifeless form looking absolutely devastated .They stare at Zordon with gut - wrenching expressions . They 're utterly defeated . Eventually , Tommy looks to the others and speaks in a fervent voice .The kids gradually exchange zealous looks . They form a circle around Zordon and interlock hands . They close their eyes , bow their heads . After a long moment , a SHIMMERING ENERGY BEGINS TO FLOW DOWN FROM THE RANGERS , INTO ZORDON 'S ASTRAL FORM . Zordon grows BRIGHTER and BRIGHTER and then there 's a DAZZLING , STROBOSCOPIC EXPLOSION . When the LIGHT FADES WE SEE THE COMMAND CENTER BACK IN ITS ORIGINAL , PRISTINE FORM . Zordon 's youthful face once again looks down from within his pillar of light , his eyes filled with a fierce pride .Alpha jumps up and down like a child .Alpha sees the Ecto - Morphicon machines on the VIEWING GLOBE .They TELEPORT out .

CLOSE ON IVAN as he TURNS INTO CAMERA , a startled look on his face .He looks down on the street as the COLUMNS OF LIGHT SHOOT DOWN AND THE POWER RANGERS APPEAR .

The Rangers watch as Hornitor and Scorpitron come THUNDERING down the street toward them .We hear Alpha on Tommy 's wrist communicator .One after another they click their new coins into their morphers and go into their stances .From the sky , the six new ANIMAL ZORDS BURST FORTH LIKE THUNDERING , MECHANICAL GODS . The Rangers look up at the TOWERING ASSAULT VEHICLES in awe .

We see VARIOUS SHOTS of the Rangers DROPPING INTO their respective cockpits .

Fred , Bulk and Skull watch a sleek monorail pulling in . Skull talks with a mouth full of pizza .The train glides to a complete stop and the doors SLIDE OPEN .The youngsters pile through the doors , quickly filling up the entire monorail .

The parents round a corner , advance down the street like machines .

ATTACK WITH A RELENTLESS FEROCITY . There 's all kinds of CRASHING and BASHING and EXPLOSIONS ! There 's a BLAM , BLAM , BLAM as Scorpitron REPEATEDLY FIRES his cannon arm at the Bear Zord , who in turn DEFLECTS THE VOLLEYS . Hornitor shoots a BLAST from it 's stinger , the Crane Zord dodges the FIERY ERUPTION .Scorpitron repeatedly KICKS at the Frog Zord with it 's BLADED FEET , SENDING UP OSCILLATORY DISCHARGES , at the same time SLASHING WITH IT 'S LETHAL CLAWS .Hornitor BORES IT 'S DRILL ARM INTO THE APE ZORD , SENDING EXPLOSIONS OF SPARKS .The Bear Zord CHARGES HORNITOR and the two Mastodons go CRASHING BACKWARD .Hornitor SEARS the Wolf Zord with it 's needle - nose . In retaliation , the Wolf Zord POUNCES , KNOCKING HORNITOR INTO THE STREET . Now the Falcon Zord SWOOPS THROUGH THE AIR .He FIRES BOOSTER ROCKETS , STRAFING SCORPITRON WITH AN INTENSE FUSILLADE . Hornitor gets back up - the Ape Zord SWINGS DOWN FROM BILLBOARD , RAMS HIM FEET FIRST , SENDS HIM CATAPULTING BACK .Scorpitron FIRES A VOLLEY at the Frog Zord - the Zord BOUNDS THROUGH THE AIR , AVOIDING THE BLAST , COMES CRASHING DOW ON TOP OF SCORPITRON . The Falcon Zord swoops in and blasts Scorpitron who BLOWS UP INTO A BILLION FLAMING PARTICLES !Mordant and Goldar watch popeyed as IVAN 'S BODY STRETCHES OUT LIKE A HUGE PIECE OF GUM . He STRETCHES and STRETCHES until his head BURSTS THROUGH THE STOMACH OF SCORPITRON . We hear a resounding SNAP AS IVAN 'S FEET ARE RELEASED FROM THE ROOFTOP AND HIS ENTIRE BEING SPURTS INSIDE THE GIANT 'S BELLY . Now there 's all sorts of GURGLING and SLURPING sounds as the monster 's face SHAPE - SHIFTS INTO IVAN 'S FACE ! He grins , revealing his silver tooth .There 's amazing PYROTECHNICS AS FIVE ANIMAL ZORDS MERGE TOGETHER AND TRANSFORM INTO THE NINJA MEGAZORD .

As Alpha watches the battle on the viewing globe , he does little jig .

The Rangers are side by side , each of them handling different controls .

There 's plenty of GRINDING and SCRAPING as the MEGAZORD RISES UP TO ITS FULL , TOWERING HEIGHT .The behemoths CHARGE each other and the mother of all battles begins .

The battle continues . Remarkably , these enormous machines pull off DOUBLE PUNCHES , DROP KICKS , ROUNDHOUSE HOOKS , SPINBACK KICKS - YOU NAME IT !BOOM , BOOM , BOOM , BOOM - The Megazord STRAFES Ivan/Scorpitron with EXPLODING MISSILES .Ivan/Scorpitron SINGES the Megazord with a DEVASTATING LASER BLAST , SENDING IT TUMBLING BACKWARD .The Falcon Zord SWOOPS IN , STRAFING Ivan/Scorpitron with gunfire . Ivan/Scorpitron now turns to Angel Grove Tower and grabs hold of it .

Mordant grabs on to Goldar .Goldar TAKES FLIGHT with Mordant CLINGING DESPERATELY TO ONE OF HIS LEGS .

Ivan/Scorpitron RIPS THE TOWER OUT AND USES IT AS A SWORD TO BATTLE THE MEGAZORD .The giant SWINGS THE TOWER , BATTERING THE MEGAZORD MERCILESSLY .The POWER SWORD DROPS FROM THE HEAVENS , PIERCES THE GROUND . Megazord grips the handle , raises it to the sky .The sword is STRUCK BY THUNDERBOLTS and now the behemoths SLASH and PARRY WITH CATACLYSMIC BURSTS OF SPARKS . Ivan/Scorpitron takes a swing and the TOWER SMASHES INTO MONORAIL , SHATTERING A TWENTY FOOT SECTION OF AN OVERPASS Ivan/Scorpitron continues backing the Megazord toward an enormous power station .He takes a final , DEVASTATING BLOW , SENDS MEGAZORD HURTLING THROUGH THE AIR AND DOWN INTO GIANT GENERATORS . There 's an APOCALYPTIC FIREWORKS DISPLAY AS TEN MILLION VOLTS COURSE THROUGH MEGAZORD .

The kids are SHOWERED WITH SPARKS - ELECTRICAL TENTACLES SPLAY THROUGHOUT THE COCKPIT .

Rolls clear , SMOKE AND SPARKS SPITTING FROM ITS JOINTS .IVAN PICKS UP THE PROSTRATE MEGAZORD , RAISES IT OVER HIS HEAD AND THROWS IT .He HURTLES THE MEGAZORD INTO A BUILDING with a sign that `` Angel Grove First National Bank '' . The ENTIRE SIDE OF THE BUILDING IS DEMOLISHED .

Looks on in shock at the huge rupture in the tracks ahead .He YANKS the emergency cord . It does n't work !

has almost reached the rupture . Suddenly the Falcon Zord SWOOPS IN AND FILLS THE RIFT . The monorail miraculously SLIDES across the back of the zord and continues down the tracks .

Fred , Bulk , Skull and the hundreds of kids CHEER WILDLY . We hear : `` Right on ! '' , `` All right Power Rangers ! '' , `` Awesome ! ''

The kids watch as Ivan reaches the top of the building , gazes up at the stormy skies .There 's more SLURPING and BUBBLING AS HIDEOUS , BAT - LIKE WINGS ERUPT FROM HIS BACK . The wings FAN OUT and Ivan/Colossus DIVES INTO THE AIR AND SOARS UP INTO THE HEAVENS .

The Falcon Zord SWOOPS down and latches on to the back of the Megazord . Now the Megazord GLOWS WITH A TRANSCENDENTAL LUMINESCENCE and GLORIOUS WINGS SPREAD OUT FROM IT 'S BACK .

Tommy DROPS INTO a seat beside the other Rangers .Billy throws a switch .

Fred , Bulk , Skull and the entourage of kids come rushing toward the construction site . They can see the parents heading toward the drop off .Fred thinks for a moment , his eyes settling on a large tanker truck .

KAPAOW ! SPARKS EXPLODE AND METAL CRUNCHES AS THE TWO GIANTS GO CATAPULTING OFF INTO OUTER SPACE .

Zedd and Rita are now half - buried in snow , both of them blue in the face . As usual , Rita is ranting away .Zedd shakes his head in misery .Zedd and Rita react as they see Ivan/Colossus and Megazord shooting out into the stars .

The two behemoths HURTLE THROUGH SPACE while POUNDING , SLASHING and RIPPING at each other .Now Ivan/Colossus goes to town on Megazord . WHOMP ! THWACK ! CRUNCH ! He SMASHES the machine mercilessly .

The cockpit fills with smoke , SPARKS erupt from panels , EMERGENCY LIGHTS FLASH .

Ivan/Colossus BASHES the Megazord so hard that the machine does MULTIPLE CARTWHEELS through the cosmos . Ivan/Colossus makes a KAMIKAZE - DIVE straight for MegazordHe BASHES the Megazord , SENDS IT SPIRALING .

FLAMES ERUPT in the cockpit - everything SHAKES and RATTLESBiily punches information into a keyboard .

Fred is standing beside the water truck holding a large hose Bulk and Skull are in the truck cabin trying to start the engine . It turns over but it wo n't catch .The parents are now five feet from the drop off . Bulk turns the key again and the engine starts up .He LETS IT RIP - A POWERFUL JET OF WATER ARCS THROUGH THE AIR AND SHOWERS DOWN ON THE PARENTS . They 're about a foot away from the drop when they come to a standstill , all of them sharing confused looks . There 's all sorts of CHEERS as parents and kids are reunited . Fred runs into his father 's arms .Bulk turns to Skull , holds out his arms .They embrace - Skull practically gets crushed by his burly friend .

Zedd and Rita continue watching the battle from the snow globe .

Ivan/Colossus SLAMS into Megazord again and the pair go TWISTING THROUGH THE STARS . Ivan/Colossus gets the Megazord into a lethal bear hug .

Ivan/Colossus continues to SQUEEZE Megazord . We hear SCREECHING METAL and BURSTING VALVES .

Ivan/Colossus continues to SQUEEZE Megazord , oblivious to the COMET BOMBING TOWARD HIM . Megazord struggles fiercely to break free .

Aisha opens a metal switch cover .Inside is a red switch with a sign : `` FOR EMERGENCY USE ONLY ''She flicks the switch .

Ivan/Colossus is about to CRUSH Megazord into oblivion whEn Megazord 's KNEE SUDDENLY RISES WITH LIGHTNING SPEED AND KICKS IVAN/COLOSSUS RIGHT IN THE GROIN . Ivan/Colossus releases Megazord and DOUBLES OVER IN PAIN .

Megazord WINGS OUT OF THE WAY as the COMET BLASTS STRAIGHT TOWARD IVAN/COLOSSUS . In the last second , he see the HURTLING ORB .Now we witness the EXPLOSION TO END ALL EXPLOSIONS as Ivan/Colossus is TRANSFORMED INTO A BILLION FLAMING PARTS HURTLING THROUGH OUTER SPACE .

Rita and Zedd both look immensely pleased .KAPOW - Zedd and Rita APPEAR BACK IN ZEDD 'S PALACE IN ORIGINAL SIZE , both of them still covered in snow .

The Rangers are gathered around Zordon , holding their helmets in their hands .The Rangers literally beam . Alpha holds up a camera .The kids share amused looks and all together they LEAP IN THE AIR , PUMPING THEIR FISTS UP VICTORIOUSLY .WE FREEZE FRAME . BEGIN CLOSING CREDITS .

Rita and Zedd chase Mordant and Goldar around the palac BLASTING them with their staffs .She WHACKS Goldar .Zedd BLASTS Mordant , SINGING his hairy behind .FADE OUT .

IN ENGLISHAlfonso Cuarón Dates in RED are meant only as a tool for the different departments for the specific historical accuracy of the scenes and are not intended to appear on screen. Thursday, September 3rd, 1970

Yellow triangles inside red squares. Water spreading over tiles. Grimy foam. The tile floor of a long and narrow patio stretching through the entire house: On one end, a black metal door gives onto the street. The door has frosted glass windows, two of which are broken, courtesy of some dejected goalee. CLEO, Cleotilde/Cleodegaria Gutiérrez, a Mixtec indigenous woman, about 26 years old, walks across the patio, nudging water over the wet floor with a squeegee. As she reaches the other end, the foam has amassed in a corner, timidly showing off its shiny little white bubbles, but - A GUSH OF WATER surprises and drags the stubborn little bubbles to the corner where they finally vanish, whirling into the sewer. Cleo picks up the brooms and buckets and carries them to - THE SMALL PATIO - Which is enclosed between the kitchen, the garage and the house. She opens the door to a small closet, puts away the brooms and buckets, walks into a small bathroom and closes the door. The patio remains silent except for a radio announcer, his enthusiasm melting in the distance, and the sad song of two caged little birds. The toilet flushes. Then: water from the sink. A beat, the door opens. Cleo dries her hands on her apron, enters the kitchen and disappears behind the door connecting it to the house. INT - GROUND FLOOR - TEPEJI 21 - DAY Cleo crosses the dark, antique wood breakfast room, then the modern light and angled wood dining room and goes up the stairs, reaching the hall. Beyond the hall there are two living rooms, one with heavy green velvet sofas and antique cabinets with records and a stereo. There's a piano next to the wall. CONTINUED: The other living room, with its light sofas and cocktail tray and siphon attempts to look more modern. There's a giant painting in red and purple hues of a woman leaning on a clay pitcher. In the other living room, there's another painting, also large but more somber: In a dark stone cell, a monk brings solace to a shackled prisoner who covers his face with his hands in desperation. INT - UPPER LEVEL - TEPEJI 21 - DAY The stairs go up to a central hall surrounded by four bedrooms and an enormous bathroom. Cleo makes up the bedroom: the double bed is already made, it has an ornate mahogany headboard that matches the night tables. She collects the dirty clothes from the floor and carries them out to the hall where she piles them up onto a growing mound of laundry. The upstairs hallway doubles as a TV room. The bathroom is yet to be cleaned but two out of three bedrooms are completely done. Cleo walks into a room with two small beds for the kids. She picks up the clothes first, and then puts away the boy and girl toys spread across the entire floor. She's started making one of the beds when she hears someone calling from downstairs -Startled, Cleo exclaims -She exits the bedroom carrying dirty laundry. In the hallway, she gathers the pile of clothing and carries it, hurrying down the stairs. INT - DOWNSTAIRS - TEPEJI 21 - DAY Cleo heads down the stairs, carrying the pile of clothes. She crosses the hall and dining rooms and disappears behind the door that opens to the kitchen. After a beat, through - THE WINDOW We see her exit to the small patio. She leaves the clothes at the foot of the metal stairs that lead to the roof and hurries out to the street. EXT - HOUSE - TEPEJI 21 - DAY Tepeji street spans barely two blocks, halved by Monterrey Avenue, its tired homes built in the 1930s. Sad and defeated, Tepeji 21 sits in the middle of the block resting on its solid ground, which blends with the grey concrete of the sidewalk. The house is all white save for an almost-maroon red strip running along its facade and for the black wrought iron over the windows and doors. Next to the upper left hand corner of the door there's a ceramic tile number: 21. The door opens and Cleo exits. She hurries out to the Avenue and once she reaches the corner, she turns right. EXT - STREET - MONTERREY AVE. - TLAXCALA - DAY Cleo leaves Tepeji and walks down the avenue where there's a considerable amount of traffic. As she reaches the corner, she crosses the avenue and continues on - TLAXCALA STREET - She passes a pharmacy, a convenience store, a bakery and a beauty salon. EXT - CONDESA KINDERGARTEN - DAY A small crowd gathers by the kindergarten entrance. It's pickup time. Cleo arrives and goes into the school. After a moment, she comes out with PEPE, a 5 year-old boy carrying a barely dried "work of art". EXT - TLAXCALA STREET - DAY Cleo walks next to Pepe, who carries his "work of art": just a little kid in shorts and t-shirt. Pepe walks, skipping around not to step on the line. Cleo carries his lunch box. Suddenly, Pepe stops and sits down. Cleo keeps walking a few steps, then stops, turns around -Cleo pretends to keep walking.Cleo stops and turns around -Cleo takes his hand -Pepe gets up -CONTINUED: And he starts with heavy and lazy steps.The two march hand in hand. EXT - PATIO - TEPEJI 21 - DAY Cleo and Pepe walk in: he's carrying his "work of art" while she carries the lunch box. They listen to Adela calling her -Cleo hurries and goes inside the house to answer. INT - DOWNSTAIRS HALL - TEPEJI 21 - DAYINT - KITCHEN - TEPEJI 21 - DAY Adela is cooking: pots simmer on the stove. Cleo walks in, leaving the lunch box on the table.Cleo picks up dishes and glasses, carries them out. Adela stirs the soup. Cleo comes in again and opens the silverware drawer.We hear the street door opening and with it a commotion of kids.Cleo exits to - EXT - PATIO - TEPEJI 21 - DAY Cleo reaches the patio just as - Two children run in - TOÑO, 12 years old and PACO, 11. The two rush into the house and we hear them go up the stairs. Soon after, SOFI, an 8 year-old girl comes in. She's very pretty although her brothers constantly pick on her, calling her fat. Trailing behind, comes SEÑORA TERESA, a 65 year-old widow, hair completely white, walking with a limp. IGNACIO, the 45 year-old driver, follows her, carrying a grocery bag. INT - BREAKFAST ROOM - TEPEJI 21 - DAY Cleo cuts Pepe's meat with a knife, she cuts ever-smaller pieces, until only tiny squares of steak remain. She douses them with lemon. SOFI impatiently waits her turn. PACO eats his meat while he talks -CONTINUED: Toño listens skeptically -SEÑORA SOFÍA enters through the hallway door, carrying a backpack and a bunch of papers from the dining room table -Señora Sofía kisses each one hello. Pepe shows her his "work of art" -She sits -Cleo gets up, taking some dirty dishes with her-Cleo goes to - INT - KITCHEN - TEPEJI 21 - DAY Cleo comes in with the dirty dishes, puts them in the sink. Ignacio and Adela eat at a small table. Cleo takes a clean bowl and starts pouring soup -Adela gets up, slowly, and puts some plates, spoons, strawberries, sugar and cream on a platter. She looks at Cleo with a question and smiles. Cleo blushes and leaves, carrying her platter. INT - BREAKFAST ROOM - TEPEJI 21 - DAY Señora Sofía eats her soup. Cleo fixes the strawberries and cream on plates.Cleo serves Sofi a plate of strawberries and cream.EXT - ROOF- TEPEJI 21 - AFTERNOON Cleo washes clothes, occasionally humming to a song coming out of a yellow radio. The metallic creak of the stairs announces the arrival of Paco, followed by Pepe.CONTINUED:But Paco has started his game, pulling Pepe along with him.Paco takes bullets like Sonny Corleone against the wall of the neighboring house.Paco moves away on the roof while Pepe hides behind the water tank. Paco comes back, but now hiding like an enemy spy all the way to the water tank. He tries to go around it, with his gun held high, but - Pepe comes at him from behind, with murderous intent. Paco reacts and turns around, tries to point with his gun but Pepe sprays him with sure shots and hides behind the water tank leaving Paco confused at first, then furious-From behind the water tank, Pepe defies him -CONTINUED:He walks off, angry. He goes down the staircase, each step resonating with metallic moans. Pepe walks over to see him go and stops in the middle of the roof, clearly disappointed. He stays there for a long time, until suddenly - A spray of invisible bullets shoots through him and Pepe falls dead, his arms spread open, like Paco said. And he stays there, lying down motionless on the ground. Cleo dries her hands and walks over to him. She stops and watches him -Without opening his eyes, Pepe answers from the ground.Cleo sits on the ground next to Pepe, who remains motionless.Cleo lies down next to Pepe, arms also extended, and closes her eyes - CONTINUED:And so she remains still, Pepe next to her. A DC 8 flies overhead. Pepe opens an eye to see Cleo. She's not moving and seems not to be breathing at all. Pepe reaches his hand and takes Cleo's.But Cleo's not moving. Pepe sits up -But Cleo doesn't answer.She remains still.Pepe's starting to get scared -Cleo opens her eyes and smiles at him.Pepe lies down next to her, arms outstretched. CONTINUED:They both close their eyes.Pepe holds her hand. The two of them lie dead on the roof - The afternoon quiet hours have begun. Church bells ring in the distance. All around them, a landscape of roofs mushrooming in all directions. In many of them, other women wash or hang laundry. The wind carries the hum of different radios and dogs barking. The whistle of a sweet potato cart. The quiet universe. INT - MAIN BATHROOM - TEPEJI 21 - NIGHT Cleo bathes Sofi and Pepe in the bathtub. Sofi's hair is full of soap and she plays at making different hairdos in the mirror. Pepe has a submarine but isn't playing with it. He's pensive.Pepe is getting annoyed.Cleo fills a small bucket with water and tells Sofi -As she pours water to rinse her hair.Sofi laughs -Cleo pours another bucketful on Sofi.CONTINUED:Pepe laughs -His laugh is now roaring -Pepe is laughing hard, Sofi spits out water and laughs with him.

Well, let's go then so we can get home. As soon as we get there you can go straight to bed!

If I went to bed every time I thought "I can't", I would live in bed!

What? You crazy? Fermín is only my friend. Plus, you're the one who introduced us.

Ay, manita! Look at you! I'm just messing with you. I only went out twice with him and didn't even let him kiss me.

A friend told me that a kid in his cousin's school was killed by a soldier because he threw a water balloon at him.

Says Flores. If you don't believe me, ask him. He says he was in Chapultepec, near the new one, and that he was with his brother, throwing water balloons down at the passing cars and so an army Jeep passed and they threw one and the soldier got off and shot him.

What do you mean, what happened? He got shot in the head, he's dead.

Cleo, please don't let the kids touch those papers-they're exams I have to grade.

Ándali, the señora is here. Sofía and Toño want their strawberries...

Cleo, could you please send the señor's two suits to the dry cleaners. It has to be today because he's leaving on Friday and has to pack them.

I'm going to come out of here and you come over here, and when I get to here you'll shoot me, but I'll shoot you first and you'll fall dead... Like this... with your arms wide open...

I'm playing your game. Let's see... shall we play a little longer?

Paco told me that in his religion class the had a sli-ding show...

Yeah. He said there was fire on all sides... and that while they burn you, there's some real ugly devils poking you, like this, with irons... and others that bite you or eat your arms....

Angelito de la Guarda, mi dulce compañía, no me desampares ni de noche ni de día. No me dejes sola que me perdería... (My guardian angel, sweet company, don't leave me alone day or night. Don't leave alone because I'd be lost...)

Turn the light off already! Señora Teresa gets angry if she sees the light on!

Rise and shine... wake up, wake up... it's a new dawn, it's a new day...

It's just that... when you have a minute, would you mind if we talk for a little bit?

Well, yeah. His wife Doña Ester is always dressed in huipiles and Oaxacan clothing. He likes us Indians.

They say she must have eaten a poisoned rat. But I think it was the villagers who are bothering Don José again about the land...

It's like my village. Without the mountain, of course, but it looks just like this...

Well, I have left you so many messages and I've been looking for you but I can never find you so...

It's just that a neighbor's brother in law trains with you so...

About an hour and a half ago. We couldn't get out of where we were and...

Come closer! You heard your mother, if you don't come in, you have to get out!

Suit yourself. You're just getting more sand on you and I was going to clean you up in the palapa.

Poor little girl! ... I didn't want her to be born! ... I didn't want her to be born!...

Sure. Just lemme take these clothes up to wash. Do you want something, Paco?

¡Pus vámonos llegando a la casa, y ahí, si quieres, hasta tu cama!

¡Ay! Si cada vez que pienso que "no puedo" me acostara, me la viviría en la cama.

¡Ay, ¿cómo crees?! ¡Fermin es sólo mi amigo!… Además… Tú me lo presentaste…

Ándali, que ya llegó la Señora Sofía y Toño quiere ya las fresas…

Angelito de la Guarda, mi dulce compañía, no me desampares ni de noche ni de día. No me dejes sola, que me perdería…

¡Pero ya apágale! Que se enoja la Señora Teresa si ve la luz prendida.

Despierta, despierta… Despierta, despierta… Ya amaneció y un nuevo día llegó…

Esque… Si cuando tenga un momento… Me gustaría ver si… ¿Puede hablar conmigo un momentito?

Pus sí. Su esposa Doña Ester se viste siempre con huipiles y ropa oaxaqueña. Él quiere a los indios.

Dicen que seguro se comió una rata envenenada… Pero yo creo que fueron los del pueblo, que otra vez andan jodiendo a Don José por lo de los terrenos…

Así es mi pueblo. Sin la montaña, claro está. Pero así se parece…

Esque… como te he dejado recados y buscado, pero no has dado razón…

¡Más pa acá! ¡Ya oyeron a su mamá, si no se vienen más pa acá, sálganse!

Allá tú. Ahí nomás te estás llenando de más arena y en la palapa yo te iba a limpiar.

… ¡Pobrecita!… ¡No quería que naciera!… ¡No quería que naciera!…

Ahorita. Nomás dejen y subo la ropa pa lavar. ¿Quieres algo, Paco?

Yes, you were also there, but you were different. Do you remember?

Sana, sana colita de rana. Si no sanas hoy, sanarás mañana... (Nursery rhyme to heal boo-boos)

Well I don't like him. Why does he write on the mountain? It's not his!

It's a seal! In the fourth letter my dad sent Paco, he said he can see the ocean from his hotel room and that there are a lot of seals.

And it was night and there was so much lightning... and I didn't know how to swim...

¿Cleo…? ¿Si te murieras ahorita, te irías al cielo? ¿O al infierno?

¡Es que es un juego…! Ya, dime… ¿te irías al cielo o al infierno?

Sí. Y dice que había lumbre por todos lados… Y que mientras te queman, hay unos diablos bien feos que te pican, así, con fierros… y hay otros que te muerden o te comen los brazos…

¡Sí…! ¡Pero Paco dice que ahí todos están desnudos! ¡Y que puedes ver a todas las chavas encueradas…!

¡Es una foca! En la carta que mi papá le mandó a Paco, dice que de su hotel puede ver el mar y que hay muchas focas.

Well, that he couldn't stop thinking about me... about how much he missed me... wanted to see me...

And so my cousin, he comes over from the village to run some errands and brings me another letter from Moisés...

And so he pulls out the letter and gives it to me... But the letter was there with a bunch of other letters, and as he's pulling it out, they all spill onto the floor. And so I see one with Moisés's handwriting, and so I just take it and I open it...!

And sure enough, it was Moisés's. I can't stop thinking about you... I want to see you.... I feel so alone without you... I miss you so...

Uuuuuuuuuuuuyyyyyy! Right... well, you'll tell me all about it later, manita. I prefer the darkness.

¡Ay, manita! ¿Ya ves cómo te pones? Si yo nomás te estoy jodiendo. ¡Y además! Sólo salí dos veces con él y ni lo dejé besarme.

…Entonces que el Moisés… ¿Te acuerdas de Moisés? ¿El del pueblo?

Pues… que no podía dejar de pensar en mí… que me extrañaba… que ya quería verme…

Y que viene mi primo del pueblo a traer un encargo y que me trae otra carta del Moisés…

Y pues que saca la carta y me la da. Pero pues al sacarla del bulto, la carta estaba junto con otras cartas, y pues todas que se le caen al piso. Y yo como que veo una así, con la letra toda chueca del Moisés, ¡y que la agarro y que la abro…!

Y sí, era del Moisés. Que no puedo dejar de pensar en ti… Que ya quiero verte… Que sin ti me siento solo… Que te extraño…

¡El cabrón le manda la misma carta a todas las pinches chamacas!

¡Uuuuuuuyyyyyyy!… Ándale… Ahí me cuentas, manita. Yo mejor me voy a lo oscurito.

...Braniff planes may be different colors but they're all 727s...

No, silly. That's what you call towns that are abandoned. And what's over there?

Un amigo me contó que en la escuela de su primo un soldado mató a un niño por tirarle un globo con agua.

Me dijo Flores, si no pregúntale. Dice que estaba en Chapultepec, por el nuevo, y que estaba con su hermano tirando globos de agua a los coches que pasaban y que pasó un Jeep del ejército y le tiraron uno y el soldado se bajó y le disparó.

¿Cómo que qué le pasó? ¡Si le dio un tiro en la cabeza, pus lo mató!

Yo voy a salir por aquí y tú vienes por acá, y cuando yo llego acá me vas a disparar pero yo te disparo primero y caes muerto… Así… Con los brazos abiertos…

…el Braniff puede ser de distintos colores pero son casi todos 727…

No, baboso. Se les dice fantasmas a los que están abandonados. ¿Y qué hay ahí?

But my uncle Alberto says he's the one who ordered the students killed two years ago.

I'm telling you. Baltimore was overconfident. How can you root for the Cowboys?

A mi cuarto, ¿o qué? ¿Tampoco puedo escribir la carta en mi cuarto?

Pus mi tío Alberto dice que él fue el que mandó matar a los estudiantes hace dos años.

Te digo. Baltimore se confió. ¿Cómo le puedes ir a los Vaqueros?

Pepe can wait to say goodbye to his dad. It doesn't matter if he's late.

That's the other thing I wanted to talk to you about. His research is delayed and he'll have to stay in Quebec a little longer.

He doesn't know. But that's why I brought you the paper. So you can each write him a letter.

You're not going anywhere until you've finished writing your letter!

Sofi, take this to the dining room and help Pepe with his letter. Let me just talk to Cleo for a minute and I'll come join you.

Make lots of pretty drawings, Pepe. Sofi, help him write "I miss you a lot, daddy."

What do you mean fire you? We have to take you to the doctor to get checked.

For no reason. She's got a stomachache. Let's see, come over here. Let's write your letter.

Thank you, Margarita. I'll just go over to say hi to Doctor Zavala.

Cleo, why don't you go down to the third floor to see the new-born babies while I finish up here with Doctor Zavala?

Don't call him that. He's 5. He doesn't have to know who Echeverría is. Explain it to him.

Not anymore, Sofi. It's now Luis Echeverría, since December 1st.

Cleo! I'm going to get this upstairs, would you mind hanging up here!

I'm sorry, I'm sorry, Paco! Why were you eavesdropping? Why were you eavesdropping?

Don't say anything to your brothers and sisters. Don't say a thing. Promise me... Promise...

Because they're very expensive and I want a small car. I've had it up to here with that Galaxie!

And speaking of surprises, we're going on a trip this weekend and we're taking the Galaxie on its goodbye ride.

Well, yes. But he only went for a week and... your father's not coming back home.

We came on this trip so he could come get his things from the house.

His things. Or what he says are his things. His clothes, the bookshelves...

There will be many changes, but we'll be together and it'll be an adventure.

I know, but your father hasn't sent any money yet and teaching high school is not enough. Plus, I love books and I never liked chemistry. It'll be another adventure.

I have to go check on the tires since we're leaving tomorrow early. You coming?

But if I leave, you can't go in. If something happens, Cleo can't swim.

It's going to be all right, Cleo... It's going to be all right...

You too, kids. Don't play dumb and come help us with the things.

But we can go on adventures in the car. What if we went to a ghost mining town in the desert?

Nothing. Just the town and the abandoned mine. Or we could go to the Lacandon jungle, or Oaxaca...

Yes, it was wonderful... Yes, the kids are all right... No... lovely! .... good...

Cleo, que los niños no toquen esos papeles, son exámenes que tengo que calificar.

Cleo, por favor manda a la tintorería los dos trajes del señor. Pero hoy mismo porque los tiene que empacar porque sale el viernes.

Que Pepe se espere para despedir a su papá, no importa que llegue tarde.

Ésa es la otra cosa que tengo que decirles. Su investigación sigue retrasándose y va a tener que quedarse en Quebec más tiempo.

No sabe. Pero por eso aquí les traje estos papeles para que le escriban una carta. Cada uno.

Sofi, llévate esto al comedor y ayuda a Pepe con su carta. Nomás hablo tantito con Cleo y los alcanzo.

Ponle muchos dibujos bonitos, Pepe. Sofi, ayúdale a escribir "Te extraño mucho, papá".

¡Ay! ¿Cómo correr, tonta? Hay que llevarte a que te cheque un doctor.

¡Sofi! Te dije que ayudaras a tu hermano a escribir "Te extraño"…

Por nada. Le duele la panza. A ver, ven. Vamos a escribir tu carta…

¿Cleo? ¿Por qué no vas al tercer piso a ver a los bebés recién nacidos mientras yo termino aquí de platicar con el Doctor Zavala?

No le digas baboso. Tiene 5 años. No tiene que saber quién es Echeverría. Explícale.

Ya no, Sofi. Desde el primero de diciembre ahora es Luis Echeverría.

¡No, comadre! Si se fue a Acapulco a la casa de los Matos con su piruja esa. ¡Para eso si tiene tiempo, ¿no?! Desde que se fue no ha mandado un quinto y ya van seis meses, comi.

Dice que anda corto, pero eso sí: ahora le dió por bucear y anda comprándose todo su equipo. ¿Y sabes cuanto cuaestan esas cosas?… No, para eso si tiene…

¡Perdóname, perdóname, Paco! ¿Por qué estabas espiando?… ¿Por qué estabas espiando?…

No le digas nada a tus hermanos… No les digas… Prométeme… prométeme…

Porque son muy caros y quiero un coche chico. ¡Ya estoy hasta la coronilla del Galaxie!

Y hablando de sorpresas, nos vamos de viaje este fin de semana. Nos llevamos el Galaxie, de viaje de despedida.

Ándale. Te va a hacer bien y si no los niños te extrañan. ¿Verdad?

¡Perfecto! Adela, ¿te puedes asegurar que todos los niños lleven su traje de baño?

Bueno, sí, pero sólo se fue una semana y… Su papá no va a volver a la casa.

Sus cosas. O lo que dice que son sus cosas. Su ropa, los libreros…

Va a haber muchos cambios, pero estamos juntos y va a ser una aventura.

La semana que entra empiezo un trabajo de tiempo completo en una editorial.

Ya lo sé, pero su papá no ha mandado dinero y con la prepa no alcanza. Además, me gustan los libros y nunca me gustó la química. Va a ser otra aventura.

Y tenemos que estar muy juntos en esta nueva aventura? ¿Verdad Cleo?

Tengo que ir a checar las llantas para que mañana salgamos temprano. ¿Vienen?

Pero si yo me voy no pueden meterse, Cleo no sabe nadar si pasa algo.

Ustedes también, niños. No se hagan tontos y ayuden con las cosas.

…Pero podemos ir de aventuras en el coche. ¿Qué tal ir a un pueblo minero fantasma en el desierto?

Nada. Sólo el pueblo y la mina abandonados. O podemos ir a la Sierra Lacandona, o a Oaxaca…

Sí, nos fue de maravilla… Sí, los niños están bien… No… ¡Muy rico!… Bien… Bueno aunque Paco y Sofi me pegaron un susto…

It has so many drawings. Look, I think this little girl is me and I think this is my daddy...

And this is a heart, look, with an S for Sofi and a P for Papa... and this here is a dog... or is it a fish?

Tiene muchos dibujos. Mira, esta niña creo que soy yo y éste es mi papá…

…Y éste es un corazón, mira, con una "ese" de Sofi y una "pe" de papá… Y éste es un perrito… ¿o es un pescado?

The frosted glass panels light up and we hear - A horn honking - Ta-ta ta-ta ta-ta ta-taaaaaaa! Behind the door, the powerful and tantalizing hum of a V8. From inside the car, booms XELA radio station playing "Un bal" from Symphonie Fantastique. BORRAS immediately starts barking at the door. Cleo and Adela rush to the patio-Cleo grabs Borras and drags him to the back of the patio. CONTINUED:Adela begins to open the door. Pepe and Sofi peek out from the hall. Holding Borras, Cleo orders them to -The V8 impatiently purrs behind the door and finally - Adela opens the door to reveal - The front of a 1970 2-DOOR BLACK GALAXIE 500. Its powerful headlights flood the patio all the way to the back, lighting Cleo who holds Borras. The Galaxie 500 slowly pulls in but it's too large for the space, leaving only about an inch on each side of the doors. The front of the car is in, then it breaks - The left side is about to touch the door frame. The tires turn right accompanied by the SCREECH of rubber against tile. The Galaxie 500 moves further in but then breaks again - The right side is about to touch. The black power steering wheel turns and - The wheels veer left, SCREECHING. It echoes through the patio, syncopated with the waltz emanating from the radio. Señora Sofía comes to the hall door next to Sofi and Pepe.The car moves forward a couple of inches and stops. The gear shifts to R - The Galaxie 500 backs up a few inches, breaks. CONTINUED: The gear shifts to D - The car inches forward slowly, free of the door frame. It's almost halfway in when it stops. The wheels veer right and - SCREECH. And the waltz picks up its rhythm. The car moves forward half a yard and breaks. The tires line straight up and - The Galaxie 500 has made it through the door frame and is now entirely inside the patio - As the waltz reaches its grand finale... The car parks right next to the hall entrance door - The engine shuts off, and with it, the music - Sofi and Pepe lunge through the door -Señora Sofía pulls the children to her and - SEÑOR ANTONIO comes out of the car, he's 40 years old with a few white hairs in his beard. He's still wearing his white doctor's coat. The children jump on him immediately -Señora Sofía touches his shoulder. The family comes in. Adela closes the street door and Cleo sets Borras free. He immediately sniffs at the Galaxie 500's tires. INT - UPSTAIRS HALL - TEPEJI 21 - NIGHT Gordolfo Gelatino exists his bedroom wearing a robe, stretching his arms lazily -Doña Naborita welcomes him enthusiastically -The entire family is seated in front of a 1970 ADMIRAL TELEVISION SET. Sofi is perched on Señor Antonio and Pepe's on Señora Sofía's lap, Paco leans on her, cuddling. Toño, always more distant, sits in an armchair. Cleo serves Señor Antonio strawberries and cream. She picks up a plate with the remains of a concha and beans and head towards the stairs when - Laughter explodes, courtesy of Los Polivoces. The kids are laughing hard in their seats. Cleo stops and turns - ON TV - Gordolfo is sitting on the couch, admiring himself in the mirror, while Doña Naborita irons a pile of clothes.ON T.V. - A bump announces the Wash and Wear, who, minutes later enters his boss El Mostachón's office. He will exploit him, immune to the insults and truths that the Wash and Wear dishes out.Cleo immediately stands up -She picks up the plates from the floor and heads downstairs. INT - KITCHEN - TEPEJI 21 - NIGHT Adela is washing the dishes. Cleo comes in and leaves the dirty dishes next to the dishwasher.She bumps Adela with her hip.CONTINUED: Adela obeys with mock-resignation and dries her hands with a rag -She grabs a pot and pours water from a carboy on the floor. INT - UPSTAIRS HALL - TEPEJI 21 - NIGHT Cleo walks in with a steaming cup of tea, places it on a table next to Señora Sofía. Pepe sleeps in her arms.Cleo takes Pepe and carries him into his room. Sofi follows her. Cleo pauses before going in to watch - ON T.V. - Chano and Chon reveal their faces under their hats. Chano starts asking Chon about penguin sizes. Chon answers and Chano starts howling at the answer.Toño and Paco grudgingly get up and kiss their parents good night. INT - SOFI AND PEPE'S ROOM - TEPEJI 21 - NIGHT Sofi is lying down on her bed. Cleo sits next to her, taking her hand -She strokes her face -And she gives her a kiss. CONTINUED:She closes her eyes. Cleo gets up and turns off the light. She exits to - INT - UPSTAIRS HALL - TEPEJI 21 - NIGHT It's empty. Paco and Toño's door is closed but Señor Antonio and Señora Sofía's is still open. Señor Antonio sits on the bed, taking off his shoes. Señora Teresa's snores echo through the walls. Cleo picks up the teacup, intact and still full, and goes down the stairs. INT - DOWNSTAIRS - TEPEJI 21 - NIGHT Cleo goes down the stairs carrying the tea cup and when she reaches the hall, she goes into the living room to turn off all the lights. She leaves one on, next to the window. She keeps going till she reaches the kitchen door. She walks in. INT - KITCHEN - TEPEJI 21 - NIGHT Cleo enters the kitchen, pours out the tea and rinses the cup. She turns off the light and goes out to the small patio, climbing the metal staircase to her room. INT - MAID'S QUARTERS -TEPEJI 21 - NIGHT Cleo walks into the room. Adela is already in her nightgown -Cleo takes off her dress, rushing.Adela shuts the light and the room is dark although the window is big and lets the moonlight in. Cleo lights a candle and puts it on the floor. CONTINUED: The two of them lie down, lined up in such a way that one's feet touch the other one's feet and -The two of them push the upper parts of their bodies together and try to touch their toes -And they work on their abs, one after the other -Between grunts and groans. Sunday, September 20th, 1970 EXT - INDEPENDENCIA AVE - DAY The festive bustle of a Sunday in downtown Mexico City: families and street vendors everywhere. Cleo and Adela walk in step, hurrying down the sidewalk in a moving obstacle race. Adela is faster but Cleo is more agile and tougher. Adela takes the lead but runs into a bus stop with families getting off. Cleo manages to slip through the crowd and keeps going. The sidewalk is a little less full, So Adela takes advantage of this and catches up just as they arrive to - EXT - TORTA STAND - INDEPENDENCIA AVE - DAY They stop, exhausted, catching their breath. One leans on a car, the other one on a lamp post. Between deep breaths, Cleo lifts a hand, index pointing at the sky -Cleo simply shakes her head no. INT - TORTA STAND - INDEPENDENCIA AVE - DAY Hand-painted illustrations on the wall advertise the different kinds of tortas available. On the other wall, a mirror cut into diamond shapes reflects the already abundant clientele. Cleo and Adela sit at the bar, enjoying their tortas cubanas, spilling over with each bite.Cleo nods, giving her torta a giant bite, overflowing with avocado.Every time she speaks, Cleo puts her hand over her mouth -Following the story, Cleo has stopped chewing -She's floored, mouth wide open, a half-chewed piece of torta still in her mouth. CONTINUED:The both explode in laughter, covering their mouths with their hands. Other diners turn around and they both hide their faces, trying to repress their laughter. AT THE ENTRANCE - Two men walk into the torta stand and look around. They see Cleo and Adela sitting at the bar and walk towards them. RAMÓN, 27, affable, a little overweight and with sideburns is wearing a purple shirt with four buttons open down the front. FERMÍN, 26, is shy and a little sullen, with the sculpted body of an athlete over which he sports a t-shirt and a leather jacket.He startles the two women. Adela gets up immediately and -The two hug and kiss luxuriantly. Fermín walks over with a shy smile. Cleo gets up and they awkwardly kiss hello.Timidly, Fermín points to his stomach -EXT - METROPOLITAN CINEMA - AFTERNOON The entrance to the movie theater is a bazar of STREET VENDORS hawking their wares, reciting lists over and over like a litany, like mantras in a chant. And old woman seated on the floor offers her candies spread out on a piece of fabric in front of her -Behind his makeshift table, another vendor offers "japanese" peanuts -A short, chubby lady walks around, a box of Adams gum in hand-A meringue vendor, in his short shirt -Magazine vendors, yo-yo and cheap toy vendors... a cacophony of cries accompanied by a barrell organ on the sidewalk. Cleo, Adela, Ramón and Fermín line up at the ticket booth.Fermín asks Cleo -CONTINUED:Cleo realizes the sun is shining and turns her had to the sky-She looks at him -Fermín smiles at her.He walks up to Ramón, who is at the top of the line, pulling money out of his wallet. Adela takes the opportunity to go see Cleo.And she walks off with Ramón who is waiting to go inside the theater. Fermín walks back to Cleo and they leave. The street vendors continue their chorus. The organ player is quiet. INT - HOTEL ROOM - AFTERNOON The rules hang in a small frame over the door. Disregarded. Behind the window, the Sunday afternoon wanes and a fluorescent sign peeks in, advertising the hotel. Behind the open bathroom door, a single bulb lights the sink and a rusty mirror. Fermín exits the bathroom carrying a pair of nunchaku. He's completely naked. Cleo waits in bed timidly, her slip still on. She blushes as she sees Fermín. In front of the bathroom, Fermín presents his nunchaku -He begins his nunchaku routine. It's an elaborate and studied choreography, the chained up sticks spinning like helixes around him. The effect is both poetic and a little ridiculous, but Cleo hides her smile behind the sheets. Fermín finalizes his routine by striking different positions -And he bows. Cleo represses a laugh.Cleo covers her smile, asking -Outside, the crowd's hustle and bustle seems distant. Fermín leaves the nunchaku on a shelf and walks towards the foot of the bed -He crosses himself -CONTINUED: He pauses -Fermín pauses for a beat, looks at Cleo -He pulls his face close to hers and their lips meet and kiss, softly. But soon Cleo moves her head, bumping Fermín on the nose.Fermín pulls her in again and kisses her intensely and with his mouth locked on Cleo's he lies down slowly on top of her. They make love. Wednesday, November 11th, 1970. INT- MAID'S QUARTERS - TEPEJI 21 - DAWN The alarm bell rings. Cleo wakes up and turns it off. She sits up on her bed. The early morning light comes in the window and the house is quiet. Adela sleeps placidly in her bed. Cleo gets up in a rush, takes her clothes from the chair, puts on her shoes and hurries out the door. EXT - SMALL PATIO - TEPEJI 21 - DAWN Cleo rushes down the stairs and into the small bathroom. INT - MAID'S BATHROOM - TEPEJI 21 - DAWN Cleo vomits. The bathroom is clean but has had zero upkeep for a long time. The tiny shower is curtainless and the toilet has no seat and no lid on the water tank. In the sink, two toothbrushes and a squeezed tube of Colgate. On a small shelf, a jar of Nivea and an unlit votive candle. INT - MAID'S BATHROOM - TEPEJI 21 - MOMENTS LATER Cleo takes a shower, the tiny bathroom immediately clouding with steam. INT - DOWNSTAIRS - TEPEJI 21 - DAWN Cleo comes out of the kitchen and walks across the house, still in gloom although behind the patio windows the first light of day is already warming. Cleo reaches the stairs and walks up. INT - UPSTAIRS HALL - TEPEJI 21 - DAY Through the younger children's bedroom door, we can see Cleo whispering to Sofi -She tickles her midriff -The tickling inches up Sofi's torso like an army of ants. Sofi smiles but pretends to sleep.Sofi finally breaks into laughter and drowsily moves her arms.Sofi hugs her neck.Sofi gets up -Sofi leaves the room and crosses the hall sleepily while Cleo places a clean school uniform on the bed. Señora Teresa walks out of her bedroom and sees Sofi about to enter the bathroom -Sofi goes in without turning back -She closes the door. Señora Teresa walks down the stairs. Cleo goes to Pepe's bed and gives him a quick kiss, making sure not to wake him, then leaves the room. She turns the light on in the hall and goes to Toño and Paco's room. They're deep asleep. She crouches down next to Toño, caressing his head and whispering -Without even turning around, Toño slaps her hand off -Cleo puts her hands up in the air -Toño gets up, grouchy, and leaves the room. CONTINUED:In the hall, he knocks on the bathroom door -Toño knocks louder.Cleo sits at the foot of Paco's bed and pulls one of his feet out of the covers and puts his socks on without waking him. She sits him up, leans him against her, and takes off the top of his pajamas. In the hall, Toño keeps knocking on the bathroom door -The bathroom door opens, and Sofi comes out -Toño walks in straight away and as he closes the door -Sofi walks back into her bedroom. Cleo has managed to put Paco's t-shirt on. He's now sitting on the bed.Paco takes off his pajama pants and Cleo walks out to the hall and in to help Sofi. INT - BREAKFAST ROOM - TEPEJI 21 - DAY Señora Teresa and Sofi have breakfast at the table. Cleo is putting away waxed paper packages into the backpacks on the floor next to each chair. Through the windows, Ignacio is taking the cars out to the street. A portable radio on the table plays XEQK HASTE'S OBSERVATORY HOUR -Paco comes out of the kitchen with a Gansito and puts it in his backpack, except Sofi sees him -Paco weighs the offer and goes back into the kitchen. Señora Teresa has finished her pan dulce dunked in coffee with milk and gets up.Paco's voice pipes in from the kitchen -The Haste Hour recites -Paco triumphantly exits the kitchen. Señora Teresa pulls out her tongue at him and walks off to the door. Paco throws Sofi her Gansito.Toño walks in.Toño sits down -Señora Teresa is already calling them from the door -Sofi gets up and walks towards Señora Teresa who is heading out towards the patio -Cleo immediately gets up and runs out to the patio. Toño also gets up and turns the radio volume all the way up before leaving. Paco turns it off with a slap -CONTINUED: Before reaching the patio, Paco cries out -Toño downs his juice and follows them. EXT - HOUSE -TEPEJI 21 - DAY The Valiant is parked in front of the house, engine idling, Haste Hour on the radio. Cleo waits on the sidewalk, holding Borras from the collar, while Señora Teresa and the kids scramble messily into the car.When Señora Teresa has managed to get in the car, Ignacio closes the door behind her, waiting for everyone else to close their doors before getting in.Paco turns the dial and the radio station switches to La Pantera right in the middle of a Beetles vs. Creedence vote -Ignacio steps on the clutch letting Paco, who is sitting next to him, put the hand gear next to the steering wheel in first. The Valiant drives off and down the street. Cleo sees it turn the corner and she walks back into the house pulling the dog inside. She closes the door. INT - DOWNSTAIRS HALL - TEPEJI 21 -DAY Cleo comes in, closing the patio door. She crosses the hall and walks up the stairs. INT - SOFI AND PEPE'S ROOM - TEPEJI 21 - DAY Cleo hides her face in Pepe's belly. He laughs.Pepe gets up and Cleo dresses him while he talks -Cleo pulls his shorts up. INT - BREAKFAST ROOM - TEPEJI 21 - DAY A spoon delicately taps on the dome of an egg, cracking it slowly. CONTINUED: Cleo takes off the shell and empties out the soft-boiled egg onto a cup. She puts in salt and little bits of bread. She gives Pepe the cup. He eats. Cleo gets up and takes the dirty dishes into the - INT - KITCHEN - TEPEJI 21 - DAY Cleo comes in at the same time as Adela, her hair wet, through the small patio door.Adela looks at her with a crooked smile. Cleo spreads marmalade on a piece of bread and places it on another. They hear Señora Sofía walk into the Breakfast Room -Cleo puts the sandwich in a wax paper baggie -Cleo takes the sandwich and a glass of orange juice and heads to the breakfast room. Adela goes out to the patio. INT - BREAKFAST ROOM - TEPEJI 21 - DAY Señora Sofía is sitting next to Pepe, Cleo comes in with the juice.At the back of the hall, Señor Antonio has come down the stairs, carrying two bags. Cleo rushes to help him.Señor Antonio leaves the bags on the floor.He walks to the Breakfast Room -Señor Antonio gulps down the whole glass of orange juice. Cleo heads over to the luggage: she carries the bags and exits - EXT - PATIO - TEPEJI 21 - DAY Military drums and trumpets echo inside the patio. Cleo carries the bags to the door where Adela is holding Borras by the collar. Cleo pauses only to open the door and walks out to - EXT - HOUSE - TEPEJI 21 - DAY A Jr. High marching band marks each step as they file down the street, sounding drums and trumpets. A 1966 cream colored VW SEDAN waits in front of the house. Cleo walks out with the bags and leaves them next to the car. She opens the door and puts one bag in the rear seat then opens the mechanism in the glove compartment. She gets out of the car and carries the second bag to the front of the car, opens the trunk and puts it in the tiny space. She walks back into the house but sees Señor Antonio already walking out through the patio. Señora Sofía follows him, carrying Pepe. Señor Antonio steps on dog shit and stops, disgusted -He rubs the foot on the floor trying to clean it off and keeps walking. On the street, he scrapes the sole of his shoe against the edge of the sidewalk. Señora Sofía puts Pepe down on the as they reach the street and walks over to Señor Antonio, hugging him from the back. Cleo moves back a few steps, Pepe walks over to her and holds her hand. Señora Sofía starts crying. Señor Antonio turns around and hugs her, uncomfortable.He disentangles from Señora Sofía who heads over to give him a snotty kiss which he accepts before sitting at the wheel and closing the door. Señora Sofía puts her hand on her husband's shoulder while he turns on his four cylinder engine.He shifts into first gear and starts off slowly, forcing Señora Sofía to lift her hand, then drives off to the end of the street. The VW idles at the corner where it waits for the back of the marching band to leave the street taking its martial airs with it, then disappears to the right. Señora Sofía is frozen, her hand held up in the air. Cleo waits. CONTINUED: Finally, Señora Sofía turns, her face upset -She walks up to Pepe and takes his hand -She walks with Pepe to the end of the street, heading in the opposite direction as Señor Antonio. Cleo comes into the house and closes the door. EXT - PATIO -TEPEJI 21 - DAY Cleo pushes the shit onto a dustpan with a broom. She moves on to the next one, while Borras walks around the patio, oblivious. One by one, she picks them all up. EXT - SMALL PATIO - TEPEJI 21 - DAY Cleo opens the trash and throws in the shit. She closes it. EXT - PATIO - TEPEJI 21 - DAY A smeared stain on a red and white tile is all that remains of Borras's shit. Pale dust falls on the stain until it's entirely covered. Cleo crosses the patio, dusting soap on each one of the remaining stains. She reaches the street entrance, fills two pails of water, pours them on the floor and - One by one, she brushes every single dusted stain in the patio. Sunday November 29, 1970 INT - METROPOLITAN CINEMA - AFTERNOON MOVIE The theater is almost full, but emptier towards the back. In the last row, Cleo and Fermín sit next to each other, making out intensely, their hands rubbing each other's genitals while they kiss.Cleo moves back briefly and tries to tell him between sighs -But she succumbs, trying to repress a groan of pleasure. She kisses and caresses Fermín with greater intensity as he explores her more deeply with his hand. MOVIE Finally, Cleo manages to overcome her desire to tell him -But Fermín quiets her with a kiss on the mouth. When he goes to her neck, Cleo tries to talk between convulsions of pleasure -Fermín pauses briefly, then keeps kissing her -Cleo smiles and kisses him on the mouth. She lowers her head and gives him a blow job. Fermín holds her head down pushing her to a rhythm.MOVIE CONTINUED: Fermín reaches his arms out to grab onto the backs of the neighboring seats and starts moaning.He opens his mouth and muffles a cry by biting down on his hand and when the explosion is over, Cleo comes up, hand on her mouth, face splashed with semen. She opens her purse and pulls out a couple of Kleenex. She wipes her mouth and face, then her hands, and cuddles on Fermín who is still breathing heavily. The two watch the movie. Cleo is in love. MOVIE Fermín moves softly to get up -He gets up, walking through the empty seats to the aisle and then to the exit. Cleo waits till he's left to look for some gum in her purse. She puts it in her mouth. Pulls out another Kleenex, wets it with her tongue and wipes her face. The MOVIE reaches the end and the CREDITS roll. Cleo looks to the exit. PEOPLE start to leave. The LIGHTS COME ON in the theater, SECTION BY SECTION, SLOWLY... Cleo gets up and looks to the exits, leaning onto the seats in front of her. Credits keep rolling with the names of the Stage Crew. The theater is now empty except for Cleo and the screen showing the sound credits. CONTINUED: The velvet curtain closes, interrupting the unfinished credits. Cleo finally heads to the exit. INT - LOBBY METRPOLITAN CINEMA - AFTERNOON New spectators enter the theater, some heading directly to the candy store, where the lines are still short. Cleo wanders through the lobby looking for Fermín but there's no sign of him. She walks towards the entrance, heading the opposite direction as the newcomers. EXT -ENTRANCE -METROPOLITAN CINEMA - AFTERNOON Cleo exits and walks to the middle of the entrance where she stops, engrossed between the STREET VENDORS hawking their wares, reciting their different mantras. Her legs seem to fall out from under her and she leans on the marquee advertising the upcoming releases. Slowly, she sits on the ground between - An old lady selling her sweetsAnd a man peddling his magic trick: a small plastic skeleton that dances on the ground -Cleo stays still in the midst of a sea of voices -CONTINUED: Next to Cleo, the small skeleton jumps, shimmies and suddenly stops -The skeleton sits on the floor -Tuesday, December 8th, 1970. EXT -STREET - DAY And old Purépecha indigenous man, hunched and with a straw hat carries an enormous and bulky cloth sack, which almost covers his frail figure from the back. He walks down the street at a steady step, stopping only to rearrange the heavy sack on his back. He walks past a convenience store, a pharmacy, a bakery, a dime store, a stationary store and turns onto - EXT - TEPEJI STREET - HOUSE - TEPEJI 21 - DAY Without losing his rhythm, the old man walks in front of the old houses built in the 1930s, hunched over, the enormous bulk resting almost vertically on his back. Some houses have renovated, some are in desperate need of a new coat of paint. He arrives to Tepeji 21 and stops in front of the door. Slowly he takes the giant load off his back and puts it on the ground. He rings the bell. Inside, we hear Borras running to the door, barking furiously. The old man waits. Borras doesn't let up, his barks grow ever louder. Cleo approaches -Borras answers, furious.The old man picks up the sack while the door opens just enough for Cleo to peek out while grabbing the dog's collar. The old man finishes putting his sack back up on his back -The door opens and Borras immediately lunges for the old man, but Cleo holds tugs at collar with all her strength. The dog barks, aggressive, standing on its hind legs. The old man comes into - EXT -PATIO -TEPEJI 21 - DAY Cleo holds Borras and steps to the side while the old man comes in. The dog's mouth sprays slob with each bark.Cleo wrestles with the dog -The old man walks cautiously next to Cleo, who is still holding Borras. She closes the door and follows in after him, keeping her distance. At the far end of the patio, the old man goes into the - EXT - SMALL PATIO - TEPEJI 21 - DAY The old man stops in front the kitchen and slowly deposits the heavy sack on the floor. Adela comes out of the kitchen carrying a wooden crate, which she places on the floor - CONTINUED:The old man takes his hat off to cool his straight white hair damp with sweat. His Indigenous face is furrowed by deep wrinkles. He bends over, puts his hands in the sack and pulls out -Cleo holds Borras who won't stop barking. EXT - PATIO - TEPEJI 21 - AFTERNOON Pebbles of ice bounce off the ground after falling from the sky. Hail covers the patio. INT - KITCHEN - TEPEJI 21 -AFTERNOON Drowned out by clouds, the afternoon light fights to pierce through the windows. Behind the window: hail over the small patio. Adela pours coffee in a pot and puts it on a tray that already has a sugar bowl, a little milk pitcher, a spoon and a napkin. Next to her, Cleo waits nervously.Cleo takes the platter and walks towards the living room. Adela walks with her but stops at the door. INT - LIVING ROOM - TEPEJI 21 - AFTERNOON Cleo exits the kitchen. Adela waits next to the door and watches her cross the hall carrying the coffee tray. Behind the windows, hail pours down. The afternoon light barely mottles the living room curtains and already some lamps are on. In a corner, a Christmas Tree shows off its many colored lights over a handcrafted nativity scene with moss, hay and cardboard landscapes. CONTINUED: In the modern living room, the children sit at the sofa around Señora Sofía. Cleo places the platter on the coffee table next to some sheets of paper and envelopes and pours the coffee. She is about to add some cream, when -Cleo places the cup in front of Señora Sofía. She takes the cream and pours it while Cleo starts to leave. She stops -Señora Sofía adds two sugars to her coffee.Cleo nods and steps back a few steps, ready to wait.Cleo timidly sits on the sofa. Señora Sofía tastes her coffee, the children grow restless.Señora Sofía sips her coffee and good-humoredly says -CONTINUED:Señora Sofía pauses for the briefest instant and when she takes up the conversation again her tone seems to have changed.She hands out the paper and envelopes to the children -Her good humor masks her nervousness. CONTINUED:Toño gets up -Señor Sofía yells at him -Toño grabs his papers and rushes off angrily towards the stairs.Paco grabs his paper and follows Toño -Señora Sofía gives the rest of the paper to Sofi.Sofi takes the papers -CONTINUED:Sofi and Pepe go off with their papers to the dining room table.Señora Sofía watches the kids trail off into the dining room. She turns to Cleo.Cleo looks at her like a deer in the headlights. She can't speak.But her words fail her. In the back, next to the kitchen door, Adela pretends to clean while she tries to listen -Cleo's eyes fill with tears. Señora Sofía worries -Cleo just sobs.Cleo nods -Señora Sofía wasn't expecting this at all -She starts sobbing. Señora Sofía sits next to her and hugs her.Cleo shakes her head -Pepe comes in with his letter - CONTINUED:Sofi answers from the dining room -Señora Sofía walks over to the dining room but Pepe walks up to Cleo and hugs her. He rubs her belly -Cleo laughs and hugs Pepe, hiding her tears. Thursday, December 10, 1970.

Ya se despertó tu rorro, mamacita... (your baby's up, lil' mama)

My angel of the mornin'! Si a penas son las dos de la tarde! Ya descansanste de descansar? (It's barely 2 pm! Have you rested from resting?)

Ora sí, mi cerecita de jaibol, el edificio me dió toda su ropa a lavar y voy a poder comprarte ese reloj que tanto te gusta...! (That's right my little highball cherry, the entire building gave me their laundry to wash so I'm going to buy you that watch you like so much...!)

No me gusta verte trabajar tanto, mi cabecita blanca adorada! Así que por favor vete al otro cuarto.

Cleo sets aside the plates and sits down on the floor next to the sofa to watch T.V.

Pepe tries doing the same but he can't reach. Cleo extends her arm and hooks it with his.

...Cigarrettes-gum-chocolates- mazipan-muéganos-peanuts-gum drops...

Japaneeeeeeeeeeeeeeese peanuts! Japaneeeeeeeeeeeeeeese peanuts! Japaneeeeeeeeeeeeeeese peanuts!

One peso for Adams chewing gum! Mint flavor, spearmint, cinnamon, tuttifrutti...!

I have to. I owe my life to martial arts. I grew up with nothing, you know?

My aunt took me in... Over there in Neza. And between my cousins who beat me up and the bad influences, I started drinking...and then huffing...I was dying...

But then I found out about martial arts. And so then those things... well, you know, suddenly everything seemed, well... focused?

I don't really like telling people about my stuff, but with you it's... different.

Chocolates Turín! Ricos de principio a fin! Maestro Mecánico Marcos Carrasco garantiza vigoroso control de calidad en la rectificación de motores... (Turin Chocolates! Delicious from beginning to end! Mechanic Marcos Carrasco guarantees quality control when rectifying motors...)

Come on, give one to Sofi and I'll buy you a big box just for you.

XEQK proporciona la hora del observatorio, misma de Haste. Haste, la Hora de México. Siete de la mañana diecisiete minutos. Siete diecisiete... (a beat)... BIIIP (XEQK gives you the time at the observatory, same as Haste's. Haste, Mexico's time. Seven in the morning and seventeen minutes. Seven seventeen...)

...Por quién votas campeón? Por los Beatles... Un voto más para el cuarteto de Liverpool que van atrás por 18 votos del Cuarteto del Bajou. Por quién votas? Creedence... (Who do you vote for, champ? For the Beatles... One more vote for the Liverpool quartet, trailing 18 votes behind the Bajou quartet. Who do you vote for? Creedence...)

...cigarrettes-chewing gum- chocolates-mazipan-muéganos-peanuts- gum drops-...

No tricks, no ruses, it dances on its own! No strings, no cheating, Don Carlangas dances...

...Japaneeeeeeeeese peanuts! ... Herbie stickers for sale!... Merengues-merengues-get your delicious mereeeeeeengues!... Mint flavored, spearmint, cinnamon, tuttifrutti flavored Adams chiclets!...

What happened, Don Carlangas? You tired? And what are we gonna do about that?

You're in good hands... How many babies have you delivered, Doctor Vélez?

Está en buenas manos… ¿A cuántos bebés ha sacado usted, Doctora Vélez?

Si ya acabaron de comer, vámonos ya que me gusta ver los cortos.

I'm sorry my Cleo, but the training got real hard core and they even brought in a gringo trainer and another one from Korea. Well, the American had been here already, but the Korean one is new.

I told you already, there's no fucking way! So if you don't want me to fuck you up real bad, you and your "little one" too, don't ever fucking say it again and don't ever come looking for me again!

Tengo que. Le debo la vida a las artes marciales. Yo crecí con muchas carencias, ¿sabes?

Me llevaron a vivir con mi tía, allá a Neza. Y ahí, que entre mis primos que me madreaban y que las malas compañías, y que le entré al trago… y que llegué al chemo… Me estaba muriendo…

Pero descubrí las artes marciales. Y pus esas cosas ya no, y todo tiene… algo así como… ¿foco…?

Y pus no me gusta platicarle a la gente de mis cosas… Pero contigo es distinto…

Perdón, mi Cleo, pero es que se puso intenso el entrenamiento y hasta trajeron a un instructor gringo y otro coreano. Bueno, el gringo ya había venido, pero el coreano es nuevo.

¡Hijodela…!¡Pinche Ramón! Le voy a dar su calentadita cuando lo vea -

¡Ya te dije que ni madres! ¡Así que si no quieres que te parta toda tu puta madre, a ti y a tu pinche criaturita, no vuelvas a decirlo y no me vuelvas a buscar!

How could you throw that thing!? You could have killed your brother!

Ándale, dale uno a Sofi, y luego te compro una cajota para ti solito.

Señora Sofía drives silently, hands on the stirring wheel, but her index fingers moves as if acquiescing at the intense argument going on in her head. Cleo rides next to her. Hair freshly done. She's changed her dress. She is nervous. They come to a cross-street where cars wait for the green light. Señora Sofía tries to squeeze into the space between a moving truck and an old jalopy. CONTINUED:Impossible. The inevitable happens. The Galaxie 500 scrapes on both sides, but this doesn't seem to bother Señora Sofía who keeps inching up slowly, despite the crush of twisting metal -EXT - BAJA CALIFORNIA AVE - DAY The Galaxie 500 moves forward between the truck and the jalopy, scraping its moldings, twisting them, and ripping off the side mirror to boot. The Galaxie lurches on amidst the crush of metal sheets until the space is too tight to keep going. The light changes to green and they drive on, except for the truck and the jalopy whose irritated drivers exit their vehicles to assess the damage.

The modern building site glows proudly with its promise of progress. The Galaxie 500, with its dented sides and dragging a molding enters a parking lot reserved for the doctors.

Señora Sofía and Cleo walk in front of a building displaying beautiful murals with Prehispanic motifs and cross the entrance indicating Obstestrics and Gynecology. INT - LOBBY - OB/GYN -DAY Señora Sofía and Cleo cross the enormous marble lobby until they reach the elevators resting under a mural of patriotic heroes. INT - 8th FLOOR LOBBY -OB/GYN -DAY Señora Sofía and Cleo walk out of the elevator to a nurse station at the center of the lobby. Señora Sofía approaches the head NURSE -The nurse picks up a phone.

Wall to wall picture windows run all along the hallway and the exam rooms. Señora Sofía waits with Cleo, who looks out the window onto the city stretching out to the west. DOCTOR VÉLEZ walks in with all the conviction that comes with experience. She is 40 years old and wears glasses.They kiss hello.Doctor Vélez turns to Cleo -Cleo suffers from a mix of shyness and fear.Come with me and tell me all about it... Sofía, you want to come as well?She holds Cleo's hand -She walks back to the lobby. Cleo and Doctor Vélez head to one of the exam rooms. INT - EXAM ROOM - OB/GYN - DAY Cleo is sitting in a gynecological chair. She looks at the instruments on a tray off to the side. They look like medieval torture instruments. The door opens and Doctor Vélez comes in. She sits on a chair between Cleo's legs and starts to put on latex gloves -Cleo hesitates -Cleo blushes and cannot bring herself to answer.Cleo apparently doesn't understand the question.Cleo's tears are the only answer. Doctor takes the speculum and smears Vaseline on it.Doctor Vélez slides the speculum in between Cleo's legs. Cleo's face confirms it's not only cold, it's also painful.

Well, Cleo and I are going to have a chat. Why don't we meet in the lobby in forty minutes or so?

Well, let's see how you're doing. This is going to feel a little cold...

Cleo is ten weeks pregnant. She's very healthy and very strong and so is her baby. One thing: she has to get an iron shot every two weeks. I've given her a prescription.

Bueno, vamos a verte, Cleo. Ven conmigo y me cuentas… Sofía, ¿vienes también?

Bueno, Cleo y yo vamos a platicar. ¿Por qué no nos vemos en el lobby en unos cuarenta minutitos?

Bueno, Cleo tiene un embarazo de diez semanas. Está muy sana y muy fuerte y su bebé también. Eso sí, tiene que inyectarse hierro cada dos semanas, ya le di su receta.

Cleo, ¿te quitas toda la ropa y te pones esta bata? Te vamos a revisar.

Canalícela con solucion mixta y pásenla a labor inmediatamente. Llamen al camillero y alerten a pediatría. Que preparen laringoscopio, equipo de reanimación y un "ambu".

Cleo walks down the hallway with Doctor Vélez. At the far end of the lobby, they can see Señora Sofía talking with Doctor Zavala, 45 years old. CONTINUED: When she sees Cleo, Señora Sofía interrupts her chat with Doctor Zavala. Cleo is crying and is still disturbed. Doctor Vélez and Doctor Zavala kiss hello -She kisses Señora Sofía goodbye -Doctora Vélez walks off down the hallway. Señora Sofía turns to see Cleo -

Dozens of cribs in a row, each one with its own new-born baby rolled up in a blanket. Cleo watches them through the window. Some sleep and others cry anxiously. Four cribs project strong lights on babies with masks, and to one side - In an INCUBATOR - A premature baby, tiny and fragile is plugged into tubes that barely bind him to life. Cleo watches, fascinated. Suddenly - A great block of plaster falls off the ceiling and lands on the incubator, covering it completely. Thursday, December 31st, 1970.

CALDERA - DAY Señora Sofía drives, her index finger in its eternal argument. Cleo rides next to her, and between them, Pepe. Toño, Paco and Sofi are in the back seat. The radio plays Radio Éxitos. Pepe looks through the rearview mirror off into the distance -CONTINUED:

The Valiant plows on eastward. In the background the Cerro La Caldera, longing to be a mountain, delineates the boundary of the city as it melts into the slums. The west slope of the hill has been desecrated by three immense white letters extending almost all along and across its dry surface - LEA. Like a curse.

A great adobe wall surrounds an immense property in the middle of fields. The Valiant crosses an enormous gate into-

A road crosses the enormous walled esplanade. In the background, the beautiful wall of the hacienda, a monument to Profirian estates. The Valiant reaches the Big House. A dozen cars are parked in a row to one side of the road. All large luxury cars of the year: LTDs, Impalas and Country Squires. The '64 Valiant parks between an LTD and a Country Squire, making its mileage and its peeling paint very obvious. They get out of the car. Señora Sofía opens the trunk and Cleo starts to pull out the luggage, her belly barely noticeable. A group of people comes out of the Big House to greet them: three adults, some kids and several servants. CLAUDIA DE LA BÁRCENA, 38, SAMANTHA LARSSON, also 38, a high-class Mexican with died blond hair and MOLLY EDWARDS, an affable blond Welsh woman, 37, all throw their arms up in the air -

BENITA, 55 years old, the Hacienda housekeeper, guides Cleo down a long corridor. Both carry several bags some in their hands others hanging from their shoulders.CONTINUED:Cleo hurries forward. Benita does the same, following her.The two women race hurriedly, buried under bags like ants carrying several times their own weight. Benita catches up with Cleo, who hurries on and overtakes her. But Benita stops -Cleo stops. Benita is standing next to a door -Cleo smiles and walks back.

You've gone too far. What? Since you're pregnant you forget everything?

Señor José had the room redecorated. They're the Hacienda dogs. Look... They were all in storage.

What? Is a kid going to cry because he lost at marbles or his brother stepped on him?

What? You're not going to toast the New Year with us? What, you only speak English now?

A drink on New Year's will do it good. Celebrate while you can. See that guy with the hat?

They killed his son in August. The villagers did. Because of a land dispute.

Don't run too far. We'll just reach to the outskirts and come back!

El Señor José mandó a decorar el cuarto. Son los perros de la hacienda, mira… Estaban todos en la bodega…

¿Qué? ¿Te va a llorar un escuincle porque perdió en las cartas o porque lo pisó su hermano?

¿Qué no vas a brindar el Año Nuevo con nosotros? ¿Ya hablas inglés, o qué?

Le va a hacer bien un traguito en Año Nuevo… Festeja ahora que puedes. ¿Ves a ese del sombrero?

Le mataron a su hijo en agosto. Los del pueblo. Por un pleito de tierras.

A hall full of bunk beds, rudimentary but functional. There are several bags next to the beds and there are toys on top of some already. Lined up along all the walls there are stuffed dog heads. Cleo leaves the luggage next to a bunk bed and looks at the heads.They look at a German Shepherd's head with glass eyes. CONTINUED:A small plaque confirms this. It also indicates his name - Pirata. Cleo looks on, impressed.Cleo looks at an Irish Setter's head.Cleo looks at Canela, horrified.Canela looks at them with her glass eyes. EXT - SMALL CLEARING IN THE WOODS - HACIENDA - DAY The winter light filters through the trees and reflects on the great puddle stretching between the clearing and the woods. Children run between the trees throwing firecrackers, two dogs follow them, jumping in the puddle. Adults are practicing shooting bottles lined up on tree stumps with .22 caliber pistols at the other end of the clearing. With the exception of nannies and servants looking after the younger children, everyone is white and, except for Señora Sofía and her children, they're dressed in imported clothing. The sound of shots fuses with the firecrackers. Toño plays "tochito" flag-football with PEPE DE LA BÁRCENA, 13, EDUARDO LARSSON, a 12 year-old redhead, and RICKY EDWARDS, 11. Cleo looks after Pepe and keeps LUPE, 30, company as well as YOLA, 22, who look after JORGE DE LA BÁRCENA, 7, who suffers from intellectual disability, and partial paralysis in a leg and arm, and his brother MEMO, 5, who has autism spectre disorder. They're sitting on a tablecloth, playing with Matchbox cars. A little further back, GLORIA, 34, who works as a nanny with the Edwards', sits on another tablecloth with a toy china set, probably more expensive than a real one, and looks after Sofi who is playing with JULY EDWARDS, 7, VERO MATOS, 8, and ANDREA, a girl whose blond hair is almost white, also 8. GERARDO LARSSON, 10, a flamboyant chubby redhead plays with them too. Paco, along with RODRI DE LA BÁRCENA, 10, ALEX MATOS, 10 and ANDY EDWARDS, 8, appear from behind the trees and throw firecrackers at the girls. They scream. Some even cry.The boys run off, laughing and splashing across the puddle.Dr. ALEJANDRO MATOS, 40, with a goatee, shoots while smoking his pipe. Next to him, RICARDO EDWARDS, friendly, 39, OVE LARSSON, a towering redheaded shy Norwegian, 41, and LESLIE MATOS, a blond American, 38 also shoot while DR. JOSÉ DE LA BÁRCENA, 41, waits his turn and CELSO, the hacienda foreman, 35, reloads the guns.CONTINUED: A few yards away, Sofía, Claudia, Molly and Samantha sit in folding chairs, chatting. Señora Sofía sees the boys running through the trees. She gets up and yells -Molly seconds her, with her thick accent -FLOR, 17, a servant from the Hacienda, stands at a table with a cooler, pouring the adults drinks, LOLA, 12 going on 19, made up, dressed in a tiny mini-skirt and platform shoes, takes advantage of the adults' distraction to pour whisky into her Coca-Cola. Next to her, CLAU DE LA BÁRCENA, 11, seems amused, but her curiosity does not yet supersede her obedience. ON THE CHILDREN'S TABLECLOTH - The interaction with Jorge and Memo is difficult so Pepe is bored and watches the shooting party. He gets up and walks over there.Pepe just points and keeps walking. Cleo follows him and they reach the - SHOOTING PARTY - Where Dr. Alejandro Matos has fired his eight rounds and goes to Celso to recharge his gun. He calls to the women on the folding chairs -The women decline with their hands -The women laugh. Claudia gets up -Celso gives Alejandro the reloaded gun while Leslie arrives with hers. Celso takes it and quickly reloads it. Pepe picks up the empty cartridges off the ground. Cleo helps him. Celso gives Alejandro a loaded gun, who gives it to Claudia -Cokes in hand, Clau and Lola mingle with the adults. They come upon Leslie -Lola keeps walking and pays no attention to her mother.Lola and Clau reach the shooting party and its male acceptance.Lola walks up to José who gives her the gun while he hugs her from the back, to "help" her shoot. CONTINUED:Cleo looks at Alejandro walking over to the drink table tended by Flor.Flor fixes his drink. AT THE SHOOTING PARTY - Everyone celebrates Claudia's nailing two bottles. She shoots four more shots in a row and pops off four more bottles. Everyone celebrates -Everyone laughs. Flor hands Alejandro his whisky and, taking advantage of the confusion, he spanks her. Flor runs away, terrified. More bottles explode. INT - PARLOUR- HACIENDA - NIGHT Dozens of floor lamps and table lamps light an immense nave with an enormous chimney guzzling up thick logs facing a broad living room with huge leather sofas decorated with furs. Adults converse, some sitting on the couches, others standing, all are drinking and some are smoking. Pepe is on Sofi's lap, and Gerardo is next to his mother. Yvonne Elliman's voice rings through the air, singing "I Don't Know How to Love You." The girls play cards in a long table in front of the French window that opens to a terrace. Outside, the boys throw firecrackers and rockets. Other boys play "Trominos" on the floor and in a smaller living room, Lola, drink in hand, gossips with Clau. Cleo is with Yola, who looks after Memo, who is obsessively turning a plate on the floor, and after Jorge, who plays with a little car. CONTINUED: Pepe, July Edwards and Andrew Larsson come in from the terrace howling and laughing, chased after by a strange monster. It's a scarecrow with a straw body and long furs, a wooden mask covering its face. Something like a pagan spirit, rum and coke in hand, now chasing after the younger children, who flee happily. Cleo sees Flor walk in with a tray carrying too many milks and milkshakes. She hurries to help her - The milk glasses dance perilously on the platter while Flor loses her balance, but Cleo rushes just in the nick of time. Together they walk over to the table and serve beverages to the girls. The scratch of a needle on a record as the metals of an orchestra blast a mambo rhythm: the tune changes to Perez Prado's "Corazón de Melón." Samantha jumps up with a cry and starts to dance -Sofía and Molly get up and dance with her. Ricardo Edwards in his Ricky Ricardo impersonation, walks by yelling -He joins in the dancing. Alejandro follows and dances with Sofía. Lola and Clau also join, Gerardo dances with his mother. Ove with July. Benita comes into the living room and looks around. Molly is trying to get Vero and Andrea to go to bed, but they don't want to. Cleo and Flor look on, amused, sucked in by the Mambo. Cleo sees - Pepe, joining the dance and going up to his mother, who pays no attention since she's too busy dancing with Alejandro. Benita walks up to Cleo.CONTINUED: Cleo looks at her, confused -Cleo looks around -Cleo looks at her, amused, and follows her. They cross the room to the entrance.

Celso, do you still have bullets or should I send Lupe to get the ones in the chest?

C'mon, Lola. You really have to wear a miniskirt and platform shoes? We're in the woods.

¿Todavía quedan balas, Celso, o mando a Lupe por las de la gaveta?

Benita guides Cleo, who follows amused and curious down the corridor lit with candles. The leave the MAMBO behind and go down -

The stone staircase leads down to an internal patio that doubles as storage. A couple of men chat, lit by the light from a kitchen window. Inside there's a racket around an accordion exhaling a ranchera-style polka. Three dogs meander about the patio, waiting for a New Year's gift. Benita and Cleo walk into -

A hall with a vaulted ceiling lit by bare light bulbs hosts an enormous ancient kitchen with wood burning stoves, a giant table, a Mabe stove and two 1961 refrigerators. CONTINUED: The Hacienda WORKERS celebrate New Year's. Benita guides Cleo to the table. Women are serving plates of food from large clay pots. A 65 year-old man plays the accordion and some spontaneous guy improvises a quebradita dance with Gloria, who is clearly drunk. She sees Cleo -Cleo laughs. At the table, everyone drinks, some eat, some are dressed for the occasion, many are not. A 1959 television set transmits Channel 2's New Year's special.Cleo sees a man with a hat talking somberly with two other men -Cleo looks at him, moved.CONTINUED: Benita pours her a shot of moonshine.She pours pulque into a jar and hands it to Cleo. The two toast.Benita takes the jar to her lips and Cleo draws her pulque close to hers when Gloria trips dancing her quebradita and bumps into Cleo. Before even touching her lips, the pulque jar falls to the ground and shatters into a million pieces.She pours pulque into a new jar. Gloria keeps dancing. Cleo holds the other pulque but looks worriedly down at the shattered jar on the floor.

Cleo exits the kitchen. She's a little tipsy. The patio is empty except for the dogs who follow her until she reaches the stairs that lead up to -

Cleo walks down the candle-lit corridor and back into the living room where "Mummy Blues" is playing on the stereo. She sees a silhouette resting on the balustrade: it's Señora Sofía. CONTINUED: Alejandro Matos comes out of the parlour and comes close to Sofía, hugging her from behind. Sofía reacts, turning around in surprise.Alejandro tries to kiss her, but she rejects him.Sofía struggles to free herself.She pushes him. Alejandro holds his hands up, resentful and resigned -He begins to walk back into the parlour.Señora Sofía leans into the balustrade, confused and agitated. She looks in Cleo's direction, but Cleo hides behind a column. Señora Sofía walks back into the parlour, Cleo waits for her to leave before coming out of her hiding spot. She leans on the balustrade and looks out at the night. When her eyes get used to the darkness, she can see the darker silhouettes of the trees in front of a sky that seems to be lit from within. The cricket song melts into "Mummy Blues", ending on a scratch, and the accordion which seems to be playing a mazurca. The wind blows softly. Through the darkness in the woods, a pale light appears, almost blending into the night. Cleo watches in fascination. CONTINUED: The Shocking Blue's "Venus" starts to play. The dogs start barking. The shining starts to spread out in a warm, attractive pulsing, like a will o' the wisp or an apparition. Cleo watches, hypnotized. But what started off as a soft glow begins to rip through the night in an intense gleam that dances in the trees. The barks become more insistent. Someone screams -A racket. More screaming. More barking. In the garden, Celso runs, carrying a bucket. Other workers follow after him, carrying buckets and pots overflowing with water. They run towards the woods in flames. EXT - SMALL CLEARING IN THE WOODS - HACIENDA - NIGHT The giant puddle reflects the flames dancing over the rocks on the ground. The fire licks the trees and spreads into the branches. The flames push forward, devouring the clearing grass, that very same place where just this afternoon they were all shooting. Celso runs to the fire and empties out his bucket. The workers do the same. They come back for more water and cross paths with yet other workers carrying various containers. Dr. José arrives carrying two buckets, followed by Ricardo Edwards, with one. Further behind, Dr. Alejandro Matos and Leslie carry a heavy washbasin. Gloria, Flor, Yola and Cleo all bring their containers. Even the kids. Everyone runs, comes, goes... the dogs keep their distance. A human chain starts to form: buckets pass from hand to hand, everyone trying to put out the fire. The pagan monster with his drink in hand arrives. He looks at his watch - CONTINUED:The human chain begins to work efficiently. Pepe even puts out a few blades of glass with his little cup.Ove starts singing in Norwegian. It's an emotional Nyttarbukk song.The children go to the puddle and fill up their little containers. The dogs follow them, splashing. The reflection is disarticulated in waves that bump into each other.Ove sings with conviction. His eyes fill with tears. Friday, January 1st, 1971.

The monster takes off his mask, revealing a sweaty and drunk Ove -

But no one pays attention. Everyone is working, trying to control the fire.

Dew makes the woods shine, though they're still dark and smoking. The first rays of the new year sun filter through the trees. Four folding chairs rest the middle of the clearing, charred.

The Iztaccíhuatl sleeps, immense, behind the hills and dusty crops. The afternoon light filters through rain-leaden clouds. A group of children run and explore. Toño, Pepe de la Bárcena, Ricky, Paco, Rodri, Alex and Eduardo lead the front throwing each other football passes. Paco, Rodri, and Alex chase after chameleons in the furrows. Lola and Clau walk next to them. Vero, Sofi, Gerardo, Andrea and July are further back. Pepe and Andy walk with Yola. Cleo walks with Benita. The dogs run everywhere. Alex chases after a chameleon, Rodri and Paco follow.Paco stops-Paco laughs.Alex stops.Paco pretends to lean and Alex does the same. Lola and Clau catch up to them -CONTINUED:Paco leans under her and lifts up her miniskirt.Lola screams and pats down her skirt -Alex lifts up Clau's dress. She screams.The boys run, amused. Cleo and Benita stop. A gust of wind conjures dust devils. A low thunder rumbles and rain falls in the distance. Cleo looks at the landscape dreamily. Her hands rest on her belly.She enjoys the moment while she rubs her belly. She closes her eyes -The church bells ringing and the bleating of goats get lost in the distance.She breathes. Breathes deep. She smiles - CONTINUED:Cleo is somewhere else. Friday, January 29, 1971. EXT - TEPEJI 21 - DAY (RAIN) The Valiant is parked in front of the house, next to the Galaxie 500. The Valiant overflows with the children. One more comes out: Toño's friend, BETO PARDO, 12, with glasses and good-boy looks. He's come for lunch. Paco shows off the black Galaxie, its scrapes and bent moldings recently repaired -Beto barely looks at it. He keeps going and goes into the house after Toño. INT - BREAKFAST ROOM - TEPEJI 21 - DAY Cleo's belly is starting to show. She cuts Pepe's meat. Señora Teresa eats in silence. The children talk while they eat -Señora Sofía comes down the stairs and into the breakfast room. CONTINUED:Señora Sofía comes into the breakfast room. Her face is drawn. Señora Teresa looks at her, worried.Señora Sofía is absent -Señora Sofía explodes -CONTINUED:The telephone rings, Señora Sofía gets up and walks to the hall to answer -Señora Sofía comes back -She walks over to pick up the phone, leaving Toño furious. Paco smiles impertinently.Señora Sofía answers -She calls to the breakfast room -She goes upstairs. Cleo walks to the phone and she hears Señora Sofía calling - CONTINUED:Cleo is about to hang up the phone when she overhears...Cleo hangs up.

What are you talking about? We scored three touchdowns in the second half. One after the other!

¿Cuál? Si metimos tres touchdowns en la segunda mitad. Se-gui-di- tos.

Everyone's ready to go to the movies. Señora Teresa is going too, because she worries and because she loves going to the movies. She calls up to the children -Paco and Sofi are already by her side.Señora Teresa goes out to the Patio with Cleo, Paco, Sofi and Pepe.

The group reaches the street entrance and Señora Teresa opens the door. Borras takes advantage of the situation to run out despite Cleo and Paco's attempts to stop him. Paco runs out.

He chases the dog down and drags him back into the house where the group is waiting outside the door. Paco leaves the dog inside and is about to close the door when Toño and Beto come out.CONTINUED: The two hurry up to the corner heading towards Insurgentes. Everyone follows them.

Toño and Beto are at the front. Cleo and Señora Teresa look after Sofi and Pepe who is talking to Paco about planes.They're on Tepic street, near Insurgentes when Toño and Beto, take off in a well planned strategy.The pair run off.Señora Teresa asks Cleo to follow them. Cleo embarks on her mission. She hurries without losing Toño and Beto from sight, their two little mischievous figures already half a block away. They ring doorbells and run away. Cleo shortens the distance with each step, getting closer, but not too close. And so, she follows them. When they reach Insurgentes the boys run off, and turn, disappearing at the corner. Cleo hurries and turns the corner to -

Cleo reaches the bustling avenue, brimming with its early Friday night energy. People walk in all directions and the street lights, the cars, the shop windows and the ads are all lighting up. CONTINUED: She sees people crossing to the other side of Insurgentes, where the marquee announces Melody, but she doesn't see the boys. She worries and walks to the following corner, searching. She's almost made it to the newspaper stand in the next corner when she turns and looks to - THE OTHER SIDE OF INSURGENTES And there, amongst the crowd coming out of the theater and spilling onto the sidewalk, she sees Señor Antonio. He looks light and happy and dances a silly step to the great delight and laughter of the YOUNG WOMAN who holds his hand. And that's when she also finally spots Beto, hiding on one side of the news stand, lost in the pages of Caballero men's magazine. Beyond, Toño is also holding a magazine, but he's not looking at the naked women in its pages. He's looking at the other side of the street: people are coming out of the theater and his dad is playing Fred Astaire to a Ginger Rogers that is not his mother. In his silly dance move, Señor Antonio trips with an OLDER COUPLE who is annoyed. Señor Antonio and the young woman laugh and hurry off.Señor Antonio stops, turns and to sprays bullets at the older couple with his make believe machine gun, escaping with the young woman, Bonnie & Clyde, hand in hand. Wednesday, March 24th, 1971.

Cleo climbs down the bus, her six-month belly is obvious and the contrast with the Roma neighborhood is evident too - CONTINUED: The dirt avenue is flanked by large electric towers and riddled with pot holes where stagnant water pools. The houses are made of cement brick, corrugated cardboard and asbestos sheets. There's lots of trash and plastic. Cleo shows a piece of paper to a PEDESTRIAN who points to a street up the avenue. Cleo heads up the street.

Cleo walks on. Misery is palpable, there are children and stray dogs everywhere and a stream of raw sewage running down the street. Different music booms out of each house. Three dogs block her way and bark. Cleo crouches, pretending to get a rock and the dogs run off. She reaches a house and double-checks the address on her paper. She comes to the door and knocks. Impertinent dogs answer her knocking next to the entrance. Cleo knocks again as the door opens. It's Ramón.

Cleo rides alone in the back seat. In front, Ramón is in the driver's seat, and his friend CANCHAS, is in the passenger seat, smoking pot. He gives the joint to Ramón, who takes a drag and passes it to Cleo, who refuses.

CUCHILLA DEL TESORO - DAY NEXT TO THE FIELD - About a hundred young men in uniformed t-shirts and tennis shoes are in resting position, supervised by three instructors with martial airs, pants and sweat-shirts. They pay attention to a man in sweat pants and a sleeveless t- shirt who makes an exercise demonstration - CONTINUED: The man does push-ups with his index finger only. A young man standing next to Cleo says with admiration -PROFESSOR ZOVEK counts to 150, pushes hard on his fingers and in one swift move is on his feet, crossing his wrists over his head. The young men applaud.Zovek walks amongst them.Zovek stops - CONTINUED:He stretches his arms, taking his audience in -A strip of bandage hangs from one of his hands, swaying in the dusty breeze - ON THE EDGE OF THE FIELD - Cleo and the small audience call out in surprise -Zovek exclaims -Professor Zovek extends the bandage to a YOUTH in the first row.The youth walks up shyly to Professor Zovek and takes the bandage, starts to bandage his eyes -They youth has completely covered Professor Zovek's eyes.The youth walks back to his spot.Professor Zovek flexes his biceps and puts the fingers in both of his hands together in a diamond shape over his head. He inhales deeply and -He is quiet. The young people look on, expectantly. AT THE EDGE OF THE FIELD - Cleo and the small audience look on in awe. Professor Zovek is standing, motionless, with his diamond over his head and slowly, very slowly starts to lift his left foot. Time has stopped. The left foot lifts up, folding at the knee until the thigh is at a 45 degree angle, and he remains motionless in that position. The young people await in confusion for something to happen. AT THE EDGE OF THE FIELD - Cleo and the small audience are also waiting, a boy crouches down. Professor Zovek continues on, motionless -The audience laughs.Professor Zovek talks but remains motionless -IN THE ROWS - The young men close their eyes and try lifting one foot. They quickly lose their balance. The instructors also try it without succeeding. AT THE EDGE OF THE FIELD - Cleo and the small audience also tries it out, some child lasts a little longer but they all fail. Professor Zovek explains -The small audience begins to notice that - Cleo is on one foot, forming a diamond with her fingers over her head. Her eyes closed, placid. EXT - FIELDS - EMPTY LOT - LATER A trainer blows his whistle and the formation breaks up. The young men pick up their belongings at the edge of the field and walk over to the parking lot. Cleo watches them walk by, and in a small group she finds - Fermín, who walks talking, animated. Cleo wants to call him, but is anxiously silent. Fermín and his group walk right past her. Cleo finally calls to him -Perhaps a little too loud. Fermín turns and when he sees her, he stops. Others in his group stop with himCONTINUED:The group surrounding Fermín make fun of him -Fermín smiles and walks towards Cleo gesturing good bye to his group. Cleo and Fermín walk one toward the other in the emptying lot. IN THE BACKGROUND - An Eastern Airlines Boeing 727 takes off and flies over the couple approaching in the middle of the lot.They meet and kiss hello.Fermín starts heading toward the parking lot -CONTINUED:Cleo hesitates -Fermín stops -He makes some pretend impressive aikido movements -Flash blows, precise kicks and body contact with the air.Fermín stops mid-punch. He keeps walking to the parking lot.Cleo follows him -Fermin walks faster.CONTINUED: Fermín stops completely and turns to Cleo -He does some aikido movements culminating in a mortal blow to Cleo, stopping less than half an inch from her face and then walks off.He leaves Cleo alone in the empty lot. Friday, May 14th, 1971.

You too can be a Kombateka! Every human being holds great potential he must develop through physical conditioning and through mental and spiritual evolution.

You too can develop your potential. But don't expect any miracles, the only miracle lies in your own will.

This is why mental development is the true motor of physical development.

This is a routine that requires absolute physical condition! Only martial arts masters and a few great athletes can master it!

Make sure they're totally covered. You've got plenty of bandage there.

Are you disappointed? Were you expecting me to lift a jet or an elephant?

You are witnessing an incredible feat! You don't believe me? Try it.

You don't have to lift your leg to a forty-five degree angle like me or put your arms up. Just close your eyes and lift a foot.

Borras barks like crazy. Cleo holds his collar but is lost in her own sadness. Her almost-eight-month belly is very large. The old man with the oranges puts three more oranges in the crate on the floor. It's almost full.The old man gets up and Adela pays him with a crumpled 20- peso bill. Further back, Cleo holds on to Borras, who tries to lunge at the old man with each bark. The old man slowly carries the immense sack of oranges and puts it on his back. He starts walking towards -

Where Cleo is holding Borras who pushes up on his hind legs to attack the old man who walks past them on his way to the street. CONTINUED: The old man is halfway down the patio when Borras tugs hard, surprising Cleo, who is lost in thought and lets go. Borras runs down to the old man who hurries to the door as he feels the dog coming. Borras chases him.Borras lunges at the old man and sinks his teeth into the enormous sack. Dozens of oranges fall out rolling all over the patio. The old man lets go of the sack and runs to the door while Borras is trying to finish off the sack. Cleo runs up to Borras on the orange-covered floor. The old man is almost at the door when the dog realizes this and runs after him. The old man reaches the door and opens. Borras is about to sink in his teeth when the old man exits and shuts the door. Borras can't stop and smashes against the door. Cleo is standing in the middle of the patio, surrounded by an ocean of oranges.

The midday light bounces off the patio walls and slides in through the great windows, softly caressing the modern mahogany table. Cleo polishes the surface with a rag. She rubs the rag over and over the same spot, as if she wanted to wipe her own reflection. The house is quiet. Only the rumor of a conversation is heard. The phone cable extending all the way into the bathroom under the stairs disappears inside the door. Señora Sofía is inside, talking. Her voice echoes in the small space and filters though the doors. Only a few words can be clearly heard. Paco comes down the stairs slowly. Stopping in the middle, he leans over the railway, trying to hear better. Cleo keeps polishing the same area of the table and finally realizes Paco is coming down the stairs. CONTINUED: Paco's in the hall and walks slowly to the bathroom door, leaning on the wall next to it. Cleo stops wiping her reflection and sees Paco, who - Slides and sits down on the floor. He leans against the wall and tries to move his ear closer to the door. From the dining room, Cleo shoos him away, gesturing, but Paco ignores her, concentrated on listening to the conversation distorted by the bathroom echo and muffled by the door.Cleo walks up to Paco, gesturing. When she reaches the hall she stops at a respectful distance from the bathroom and its conversation. She stops and shakes her rag vigorously, calling Paco.He sees her but shakes his head no repeatedly. Cleo comes a few steps closer, still keeping her distance, and speaks by mouthing the words but almost without a single sound.Paco is about to shake his head no but a cry punctures the echoes and the walls - a deep desperate wail. Paco and Cleo freeze, scared, when suddenly - The bathroom door opens and Señora Sofía comes out, carrying the phone. She sees Paco running away and grabs him -Her face is gaunt from crying, from all the pain and frustration that explode in a - Giant slap that throws Paco down on the floor. Señora Sofía immediately realizes what she's done and crouches down next to her son, holding him, crying - CONTINUED:The two of them cry on the floor, Señora Sofía sees Cleo, only a few steps away -She hugs Paco tightly -To the side, Cleo is motionless, wishing she could join in the hugging and the crying.

...he doesn't even have enough of a pair to tell the children...

Cleo brushes Sofi's hair. They're sitting on the bed. Sofi reads a letter. Cleo is lost in thought.The letter is done exclusively in blue ink drawings with no color or highlights.Pepe comes in and sits down next to them, leaning over to see the letter.CONTINUED:Sofi considers the drawing -Sofi and Pepe answer in a chorus -And they also laugh in chorus. Distracted by her own sadness, Cleo turns to Pepe and does a surprise tickle attack, prolonging the laughter. When they've calmed down, Pepe is lying on the bed and fixes his eyes on Cleo.Sadness washes over Cleo again -CONTINUED:Pepe gets up and looks at her, serious.Cleo smiles, trying to hide her pain. She changes the topic -Saturday, May 15th, 1971.

The room glows softly in the light that filters in through the curtains. Cleo folds freshly washed clothes in the closet drawers. As she opens one she looks down at Señor Antonio's underwear. She can hear the children fighting downstairs. CONTINUED: Cleo closes the drawer. She looks at the men's suits hanging. The yelling grows more intense and in the middle, Señora Teresa -Sofi comes running into the room.Cleo comes out to -

With her 8-month belly, Cleo slowly goes down the stairs with Sofi. When they come down they see - IN THE HALL- Toño who is holding Paco by the hairs. Paco is screaming furiously and attempting to kick Toño. Señora Teresa is in the living room yelling at the boys. Pepe is standing, paralyzed, next to her.But Paco manages to free himself and hits Toño on the face. Toño grabs his arms. IN THE STAIRCASE - Cleo stops. Sofi takes her hand -IN THE HALL - Paco spits in Toño's face, leaving him space to give him a good slap.And Paco throws himself against Toño once again, while Toño speedily escapes. CONTINUED: IN THE STAIRCASE - Cleo is still walking down.IN THE HALL - The boys don't pay any attention to her at all. Paco takes an trinket from the table, a stone egg, and - HE THROWS IT TO TOÑO - It flies straight to his head.Toño ducks just as the speedy egg projectile, flies exactly over where his face was, following its trajectory through the open doors, out the patio and - CRASHING against the door of the Valiant, parked just outside. Señora Teresa runs towards Paco and grabs him hard, shaking him -Cleo walks into the hall with Sofi, towards the living room.Paco stops wrestling, remorseful. Cleo comes to Pepe, hugs him and Sofi is with her. Señora Teresa lets go of Paco -CONTINUED: Scared, Toño looks at the car door where the egg has left an enormous dent in the metal.

The house is quiet again. Cleo washes dishes. Adela puts them away on the shelves.The Galaxie 500 honks its horn - Ta-ta Ta-ta Ta-ta Ta-taaaaaaaa!Adela goes out the small patio and to the patio. Cleo walks to the breakfast room.

Cleo walks across the breakfast room and the dining room and goes out to the hall. She peeks out the door that opens to the patio.

Ta-ta! Ta-ta! Ta-taaaaaaaa! Adela walks to the street door, lit from the outside by the car's headlights. Ta-ta! Ta-ta! Ta-taaaaaaaa! Adela opens the door, revealing - The mighty Galaxie 500 headlights lighting the patio. The car pulls in slowly but - Kkkkkkkjjjjjjjjk! Its left side scratches against the door frame. CONTINUED: The car brakes and moves back a couple of inches. Adjusts its trajectory and pulls forward again - Krrrrrrajjjj! Now its right side hits the frame. The car stops and veers its wheels left. Moves forward. Kkkjjjjjkkk! The left molding catches the frame and begins to bend. The car stops. Backs up. Goes forward again and now the right side molding is the one that's caught. The car stops. Backs up. It starts forward again and the right side molding is ripped from the metal, but now the car doesn't stop. It just heads straight in, ripping the entire left side molding too. It adjusts its course once more. The side mirror catches and is ripped off. The Galaxie 500 stops only momentarily to follow its course with even greater conviction, hitting and denting both sides, its molding bent in strange shapes. Finally, the Galaxie stops in front of the door that opens to the hall.

Cleo is next to the patio door. Outside - The Galaxie door opens and Señora Sofía comes out. She stumbles as she walks and comes into the house without closing the car door. She is obviously drunk. Cleo moves aside to let her through. Señora Sofía looks at her, amused -She laughs and Cleo looks at her, confused. CONTINUED: Señora Sofía walks on and staggers up the stairs. Thursday, June 10th, 1971.

Ignacio is driving. Cleo is sitting in the front and Señora Teresa rides behind, alone. They drive slowly in heavy traffic. A parked car tries to come out onto the street. Ignacio stops and lets it through -There's a bustle of young people on the sidewalks and walking up the street. Some carry pickets and painted slogans.The parked car frees up a space and Ignacio tries to park.

Maybe if we park over here, far away, because there's a student protest.

Solo si nos estacionamos por aquí lejos porque hay manifestación de estudiantes.

The Valiant parks, Señora Teresa and Cleo come out with Ignacio accompanying them. Cleaning trucks are parked along the block. They walk amongst the students heading up the street to the corner which is surveilled by police vehicles, and they pass in front of a group of young men dressed in T-shirts, waiting.

Ignacio accompanies Teresa and Cleo, who walk slowly. Cleo on account of her belly, and Señora Teresa due to her limp. The storefront metallic curtains are all shut. They walk in front of a long row of riot police trucks, lines of police officers while a group of young men carrying bamboo canes gathers at the corner. They reach Calzada México - Tacuba and it's closed off. The beginning of an enormous march passes next to them, walking from north to south on the Avenue. Señora Teresa, Cleo and Ignacio are forced to cross in the middle of the march. They melt in with the crowd - some have pickets, others sing slogans. They manage to make it to the other side of the avenue and head towards the entrance of a building advertising a furniture store on the second floor, letters painted on its windows. Señora Teresa and Cleo walk in. Ignacio waits outside.

The afternoon sun lights the MUEBLERÍA sign painted all along the windows, staining the floor with its upside-down letters. A handful of clients walks around the store, which sells cheap and functional furniture. The din of the march fills the place with chanting and slogans. Cleo and Señora Teresa walk through the nursery section. They see a crib -Señora Teresa sees the price tag and calls a YOUNG SALESWOMAN over. She comes immediately -The saleswoman looks at the tag.The saleswoman walks up to the counter. The outside din turns into a chorus roar of terrified screams. It is five o' seven p.m. CONTINUED: Ignacio runs through the door, panic in his eyes. Everyone in the store looks at him, confused. The outside roar intensifies. Ignacio runs to the window and looks out. Other clients do the same. Terror in their eyes. Cleo and Señora Teresa slowly approach and they join Ignacio to look out the window - CALZADA MÉXICO - TACUBA The giant line of students is attacked frontally by more than 100 young men in tennis hoes, T-shirts and short haircuts, armed with 6 foot bamboo canes, clubs and metal rods administering electric shocks. They are the HALCONES. The paramilitary group attacks furiously. The multitude runs, but more Halcones have surrounded them from the back and come out of the surrounding streets. Shots are heard and a cloud of gunpowder begins to form. People fall. Women, old men. Children. INSIDE THE FURNITURE STORE - Steps can be heard up and down the staircase and a STUDENT comes in, bleeding from the head. He's not even 20 years old. The clients cry out in alarm. The student looks at them imploringly and, scared, he turns to hear the noise in the staircase. The STORE MANAGER signals for him to come in quickly and calls the young saleswoman over.The young woman rushes the student in to the closet at the back of the store, when - Three HALCONES appear. People are terrified. A woman starts crying. Ignacio walks protectively in front of Cleo and Señora Teresa. The Halcones see the young woman closing the closet door. Two head over, one stays in the middle of the store, controlling the people. CONTINUED: The young woman places her body in front of the closet door. The first Halcón hits her and throws her on the floor, opens the door and the second Halcón - SHOOTS THREE TIMES. The student falls out of the closet, and to the floor where - THE HALCÓN SHOOTS HIM TWO MORE TIMES. People scream and the Halcón at the rearguard surveils them menacingly. Shielded by Ignacio, Cleo sees the Halcón at the rearguard. The Halcón also sees her. THEY RECOGNIZE EACH OTHER. It's Fermín. Cleo starts hyperventilating. The two other Halcones begin retreating and Fermín follows them. The three leave the store. Cleo watches them go. Her breathing is fast. A puddle forms at her feet. Her water has broken.

AFTERNOON Ignacio holds Cleo and helps her walk. Señora Teresa walks next to them. Terrified people run in all directions. Shots are fired and there is a lot of smoke in the air. Students run towards them, terrified, chased after by Halcones with bamboo sticks. Ignacio pulls Cleo to the entrance of a Vecindad, taking shelter and Señora Teresa follows after them. In front of them, on the street, the Halcones catch up with a student and beat him to a pulp. They keep going. Ignacio peeks out at the street, pulls Cleo out and they leave the doorway to continue on their way. Señora Teresa follows after them. CONTINUED: They walk down Mexico - Tacuba. On the ground, men, women, old and young, lie dead. Some surrounded by pools of blood. A YOUNG WOMAN cries kneeling on the floor. She holds a young man's head. Halcones come up and beat her violently.

At the wheel, Ignacio weaves through traffic finding any empty spot he can slide into.In the back seat, Cleo suffers contractions. Next to her, Señora Teresa holds her hand. INT - MEDICAL CENTER - CUAUHTEMOC AVE. - AFTERNOON The '64 Valiant rushes down Cuauhtemoc Avenue and turns into the Medical Center entrance.

The building and ramp lights are on against the purple sky wanting to become night. Ignacio helps Cleo walk. Señora Teresa, slower, follows behind. On the esplanade, pregnant woman walk around, some accompanied, waiting for their imminent deliveries. Ignacio and Cleo walk into the building.

Chaos. Pregnant woman walk around the lobby while some wait with their family members in the waiting room. Names are called on the loudspeaker and pregnant women are admitted. CRIES AND MOANS from women going through contractions. In the reception, nurses efficiently tend to the long line of patients. CONTINUED: Ignacio enters the lobby holding Cleo. They immediately walk to the reception area. When they arrive, he tells Cleo -He leaves Cleo and tries to talk to a hurried NURSE -But the nurse doesn't pause, she only points -Ignacio sees the line and Cleo has another contraction, standing.Ignacio yells out to make himself heard on top of the racket of questions, orders, complaints and cries -No one seems to hear him. Ignacio insists -Doctor Vélez comes in through the medical team and patient door. She hurries to Ignacio -Ignacio takes her to Cleo while Doctor Vélez lifts an arm and emphatically calls out -A nurse runs to them, pushing a wheelchair. Señora Teresa has finally arrived. She is completely breathless. Doctora Vélez reaches Cleo- CONTINUED:Cleo looks at her: fear is her only answer. The nurse comes in and helps Cleo sit down on the wheelchair. Ignacio helps too.Rosary in hand, Señora Teresa and Ignacio look at Cleo being wheeled off through the door leading to - INT - HALLWAY WITH ELEVATORS - OB/GYN - DUSK Cleo is in the wheelchair, scared. She is surrounded by Doctor Vélez and the nurses. They reach the elevators and wait. The elevator doors open and they walk in. The doors are about to close when Señor Antonio, dressed in his white coat, walks up to them and goes in as well.

Plug in mixed solution at 5% and wheel her into Labor immediately. Alert pediatrics. Prepare a laryngoscope, reanimation equipment and an ambu.

The doors close.Cleo looks at him, surprised -Señor Antonio tries to encourage her -Doctor Vélez smiles -Cleo has a strong contraction - CONTINUED:Señor Antonio holds her hand and leans down to bring his face closer to Cleo's -Señor Antonio begins inhaling and exhaling and blowing. Cleo tries to imitate him by looking at his face.

The elevator opens its doors and Cleo's chair is wheeled out by the nurses. The sixth floor has no windows. They pass the nurse station and reach the door that leads to the Birthing room. Señor Antonio leans in to Cleo -Doctor Vélez interrupts -His excuse hangs in the air and he puts a hand over Cleo's shoulder -And he scurries down the hallway. Frightened and confused, Cleo has barely registered the exchange. The nurses wheel her into -

A cubicle, separated from other cubicles by a curtain and screens, the gynecological bed is in the middle. The nurses help Cleo to get up and out of the wheelchair - CONTINUED:Cleo undresses. She doesn't have much privacy and, behind the poorly closed curtains she can see other women being examined. Doctor Vélez asks her questions to which she answers in confusion.Scared, Cleo shakes her head no.Cleo is about to close her gown when she suffers a very painful contraction. Doctor Vélez orders - CONTINUED:The nurses help Cleo lie down on the gynecological bed. Doctor Vélez touches the top of her belly -A RESIDENT examines her and declaresThe RESIDENT checks on the cardiac rhythm with a Pinard stethoscope while a nurse fills out papers.Doctor Vélez gives a round of instructions -The nurses quickly bring a gurney up to the gynecological table. The resident asks Cleo -CONTINUED: The nurses help Cleo move onto the gurney.

She's full. She's in second plane... expulsive with full dilation and there is four cross meconium and asystole.

Fluorescent lights in a hallway with half-open frosted doors. The cries of a woman giving brith filter out from one of the labor rooms. A nurse comes out of one of the rooms and goes into another. At the end of the hallway we also hear a door opening, and soon after, Doctor Vélez and her team of nurses and residents appear pushing Cleo on her gurney. When they reach the end of the hallway, they turn and enter -

Nurses and residents work around Cleo who moans in pain. They put her on the birthing bed while Doctor Vélez washes her hands.A nurse fixes Cleo's feet onto the braces. Doctor Vélez sits in front of her legs to deliver the baby. Cleo has a strong contraction -Cleo tries blowing in the middle of her cries of pain. A doctor comes in the door accompanied by a nurse who wheels in a cart with medical equipment. It's the PEDIATRICIAN. Cleo breathes, agitated. And from between her legs, the baby's crown appears, like a rising sun.CONTINUED: Cleo screams.It's a deep cry. A primeval scream from time immemorial.The baby is expelled between Cleo's legs and onto the hands of Doctor Vélez, who receives it. The baby doesn't cry or breathe. It is flaccid and hangs like a rag. It's completely smeared in green liquid. Doctor Vélez cuts the umbilical chord and passes the baby over to the pediatrician who places it softly on his pediatric table and checks on it with a Pinard stethoscope. Cleo follows all the action, the pediatric table only a yard away from her face.The pediatrician places the baby in hyperflexed position and puts the laryngoscope down its mouth. He begins aspiration with a catheter. Cleo sees her baby. From its mouth, through the catheter, meconium comes out, a green dense liquid like pea soup. The pediatrician pulls the catheter out of the baby's mouth and places the "ambu", a manual resuscitator, on the baby's mouth and nose. Doctor Vélez is working on the placenta expulsion. Cleo watches the baby on the table. The Pediatrician pumps the "ambu" balloon repeatedly, attempting to reanimate the baby. Cleo looks at the baby, its face almost entirely covered by the "ambu" and finds out it's a girl. The Pediatrician stops pumping the "ambu" and checks for a heartbeat with the stethoscope -And he walks over, softly, to CleoCleo listens in silence, unable to take her eyes off her baby. The nurses start cleaning off its tiny body.Cleo nods. The nurses carry the baby and place it quietly on Cleo, who hugs it, her gaze lost. Doctor Vélez keeps working between her legs, cleaning her.Cleo whispers something.The nurses come to take the dead baby -Cleo nods and the nurse takes the baby over to a small table where they wrap her in a cloth. Cleo watches as her baby girl disappears under the sheath, and when she is completely wrapped, the nurse seals the cloth with adhesive tape. CONTINUED: The nurse takes a marker and writes on the sheath - NEWBORN - CLEODEGARIA GUTIERREZ. Friday, June 11, 1971. The light of a new day floods the room. Beds in a row along the walls, mothers who have recently given birth are resting. Some women carry their babies. Others breastfeed. Some sleep. There are bows, envelopes, flowers. Cleo is awake, lying in bed. Her gaze is absent. A nurse carries a baby up to a bed. A woman holds it, excitedly and begins to breastfeed. The nurse helps her, both of them whisper effusively, interrupting the peace in the room. Cleo doesn't turn to look at them, or perhaps she can't hear them, her gaze is lost. Señora Sofía comes to the door and stops for a moment. She watches Cleo, who is motionless, surrounded by the low hum of barely awakened traffic from Avenida Cuauhtémoc and the breastfeeding woman's effusive whispers. Señora Sofía comes into the hall and walks towards Cleo. She sits on the bed and holds her hand. Cleo looks at her, and attempts a feeble smile. Señora Sofía squeezes her hand as her wounded heart tries to offer solid support that Cleo can't find in the void.

Rubén Leñero's colleague is telling me that they've hospitalized injured students and some Halcones came in to kill them off inside the very hospital.

Ma'am. I am afraid you're baby is stillborn. She had no amniotic liquid. And the green liquid blocked her lungs. I am so sorry, señora.

HUATABAMPO CROSSTREETS - TONALÁ - DAY Señora Sofía is driving. Next to her, Cleo. They are silent. They turn right, leaving Baja California Ave behind and with it, the sun. They drive down Ures, both look straight ahead, surrounded by the purr of eight cylinders changing gears automatically. They turn left, onto Huatabampo streets. They continue in silence under the shade of the houses until they reach the corner with Tonalá, where a car waits its turn to turn. CONTINUED: Señora Sofía breaks behind the car and waits. The two women look ahead in silence. Señora Sofía holds Cleo's hand and starts bawling. It's a quiet and prolonged wail that breaks into a long and articulate lament. She hugs Cleo who is still silent. The car in front of them has moved and now the GALAXIE holds up the traffic, three cars waiting behind it already. A HORN honks. Señora Sofía cries while hugging Cleo. She cries out all the impotence, all the fear, all the uncertainty, and all the humiliation. She cries, ignoring the chorus of horns that has joined her lament.

The Galaxie 500 is motionless and stops traffic at the corner. Impatiently, cars go around it on the left, some of them protesting rudely. The two women inside the Galaxie continue to hug. Wednesday, June 23, 1971. EXT- PATIO - TEPEJI 21 - AFTERNOON Littered with dog shit, the patio is empty except for a red tricycle, a football and Borras, enjoying the last few rays of sun. A mysterious WHISTLE filters in from the distance. Alert, Borras lifts his head. The sad and solitary whistle invokes a presence, invading the walls of the house. In the patio, Borras begins to bark.

The whistle pierces through the afternoon quiet and seems to bounce off the facades of the houses. Sad and defeated, Tepeji 21 rests on its solid ground, which blends with the grey concrete of the sidewalk. The Galaxie 500 and the Valiant are parked in front of the house. A KNIFE SHARPENER crosses on his bike, blowing on his whistle, suffusing the air with its ominous lament. EXT - SMALL PATIO - TEPEJI 21- AFTERNOON The parakeets seem to want to imitate the whistle with their song. Adela's voice calls from the second floor -

Cleo is sitting next to the window, wrapped up in her own pain.But Cleo remains motionless. The fateful whistle fades away slowly and disappears. Borras and the parakeets calm down. Everything is in silence. The afternoon light abates. Cleo doesn't move. TA-TA TA-TA TA-TA TA-TAAAAAAA...! A car's nasal horn resounds on the street and Borras replies with his barks. TA-TA TA-TA TA-TA TA-TAAAAAAA...! Cleo does not recognize the sound of the horn but its rhythm - TA-TA TA-TA TA-TA TA-TAAAAAAA...! Cleo gets up and slowly walks out the door to the - SMALL PATIO - She crosses out onto -

Cleo watches Adela open the street door while she grabs Borras by the collar. She discovers - A PALE YELLOW RENAULT 21 parked in front of the door. It revs and pulls in, easily crossing the doorframe and continuing its way up to the hallway door. Paco and Pepe peek out from the hall and see their mother at the wheel of the Renault. Paco cries out -Paco comes out to examine the car's body. Pepe joins his brother. Cleo comes closer while Adela closes the door that leads to the street. Señora Sofía pokes her head out of the car window -Señora Sofía opens the door and comes out -Paco hurries to sit in the driver's seat. Pepe runs around to the other side and sits in the passenger seat. Toño and Sofi come out to the patio to see the new car.From the driver's seat, Paco protests -CONTINUED: Sofi sits in the back seat -Sofi comes out of the car -Señora Sofía looks at Cleo -Cleo barely nods.Paco and Pepe come out of the car and follow their mother and siblings into the hall.CONTINUED: From the patio and through the window, Cleo watches the lights of the house switching on and Señora Sofía crossing the hall up to the stairs. Paco and Pepe cross the hall following their mother.Señora Sofía climbs the stairs, the four children follow her. Out on the patio, Cleo watches the family disappear into the upper floor. Saturday, June 26, 1971

Palm trees, ceibas and banana plants give way to multicolored houses competing with tropical flowers and foliage and more palm trees, ceibas and banana plants. The Galaxie 500 drives past a turn.

Cleo watches the landscape in silence, Pepe snuggles against her. The radio's looking to tune into a station, going through tropical music, cumbias, and advertisements for a local dance.

The Galaxie pulls up next to the sands of a long grey overcast beach, empty except for the stunted skeleton of a brick building. The family comes out of the car. Toño and Paco immediately run to the shore taking off their shirts and pants and throwing them on the sand. Sofi and Pepe follow behind. Señora Sofía takes off her shoes and follows her children, picking up the clothes strewn about on the sand. Cleo walks to the shore where the children splash around. She is absent. A gust of wind drags the breeze over to caress her face. Cleo breathes in the sea and closes her eyes. She breathes in, as if wanting to cleanse something very deep.

The fading light of day strokes the garden with soft coolness. An orchard surrounds the bungalows built in the 1940s their paint now nibbled on by time and saltpeter. A RECEPTIONIST, carrying keys, guides Señora Sofía, Cleo and the children through the garden. They all carry bags. The receptionist opens the door.

The sky's last light attempts to paint the windows but is defeated by the lightbulb inside a wicker lamp, which lights the small room with two beds. Cleo, sits on one of the beds and putting Pepe's T-shirt on as he stands in front of her with his arms up in the air. When his head pokes out the collar, Pepe looks at her, surprised -Cleo shakes her head no.Cleo smiles, with a smile that holds back tears, and walks him out of the room to a -

Another wicker lamp hangs in the middle of the little dining room and two lamps on each side of the sofa, one without a shade, light the room. Toño is tying knots with a string while Señora Sofía is applying vinegar on Paco's back with a cotton ball.Next to him, crying and crying, Sofi waits her turn.CONTINUED: Señora Sofía smiles. Cleo sits on the sofa and grabs a cotton ball, douses it in vinegar, comes close to Sofi and starts applying it on her back. Cleo and Señora Sofía swab wet cotton balls over Sofi and Paco's backs. Sofi won't stop crying but Cleo's gaze is absent.

Hand-drawn illustrations of each dish and a stuffed sailfish decorate the walls of a family restaurant. Romantic music pours out of a rockola, accompanying the hum of the fluorescent lights. The family's finishing dinner. Cleo cuts Sofi and Pepe's meat. They're wearing pajamas already. Toño has finished and is tying his knots.But the children are distracted.She finally gets her children's attention.The children look at her expectantly. Señora Sofía hesitates, gathers her courage and -The children look at her, she's seems confused.CONTINUED: The children watch her in silence. Toño and Paco are interested, Sofi and Pepe are confused. The song ends and the rockola digests another coin, expelling a new lament.Sofi starts to cry.Sofi muffles her cries in Cleo's breast, Toño looks at the fan and Paco plays with his beans. Only Pepe is still looking at his mother, still confused.Pepe rests his head on Cleo. CONTINUED:But the children don't look very convinced. They still don't know this but this moment will be etched into their memories as fragments of images, smells, sounds and textures - The food stains on the table, the paintings on the walls, the landscape of beans smashed by the fork on a plate. The song ends.

The family roams around the streets. Quiet. Lost in thought. Sunday June 27, 1971.

The sun bears down on the afternoon, beaming down on the waves and the burning sand on the empty beach. The waves follow one after another, incessantly, dragging their foam till they caress the sand without ever breaking. A palapa shelters the family under its shade and its cool sand. Paco and Pepe bury Sofi in the sand, sculpting long legs to which they add tennis shoes instead of feet. Señora Sofía reads a book sitting on a folding cloth chair and Toño reads a Flash comic lying down on a hammock, swaying in the wind. At the edge of the shade, Cleo is sitting on a chair, hypnotized by the rhythm of the waves and the foam melting as it touches the sand. Time trickles by slowly. EXT - TUXPAN BEACH - AFTERNOON/DUSK The yellow end-of-the-afternoon light dances with the wind, caressing surfaces softly. Paco and Sofi play in the waves, jumping over them, swimming under them, or resisting heroically on foot. In her dress, Cleo stands next to Pepe who is digging holes, tunnels and roads in the sand too. Señora Sofía comes in to the edge, followed by Toño who stops halfway. Paco and Sofi come out of the water running -CONTINUED:Señora Sofía looks at Cleo.Cleo simply nods and watches Señora Sofía walk back with Toño to the Galaxie 500 parked behind the palapa. In the background, the sun has lost its shine and peeks out, red and roundly from between the clouds. Paco and Sofi go back to the water, Pepe follows.Paco and Sofi run to the edge, splashing around with their feet, getting Pepe wet.Paco and Sofi kick more water around to get Pepe wet, he runs away but falls on dry sand. Cleo runs to him and picks him up, he's crying. She tries to brush off the thousands of grains of sand sticking to his damp skin. Paco takes advantage of the distraction and goes in deeper. Sofi begins to follow in after him when Cleo sees them -Sofi obeys, Paco comes back to the shore too. Cleo takes Pepe's hand and they walk back to the palapa together. As they step on warmer sand, Pepe stops, holds his arms up.CONTINUED:She looks to the shore -She waits and when she's satisfied, she keeps walking. Arms still up in the air, Pepe watches her go and throws himself on the sand. Cleo barely looks -She keeps walking. Pepe gets up, crusty with sand, and hurries to catch up. They reach the palapa and Pepe sits on a chair. Cleo starts dusting him off with a clean towel. She looks to the sea -Cleo waits for the children to come back to shallow water and keeps cleaning Pepe.CONTINUED:She gets up and looks out to sea -Cleo keeps watching -She walks to the edge of the palapa and stops to wait next to a post -Without taking her eyes from the waves, Cleo starts walking towards the shore.The sun has vanished behind the mountain and the purple sky is laden with black clouds. The wind picks up the sand and makes new waves that crash arrogantly into the old ones. Cleo stops -Behind her, Pepe comes closer. Cleo sees him -Chided, Pepe goes back to the palapa. Scared now, Cleo looks at the sea and looks around but the beach is deserted. Only a man on a horse far away and some people walking in the distance. She hurries to the shore. As she reaches the edge, she walks fearfully in the water that moves back and forth and crashes around her legs, soaking her polyester dress. She looks impotently at the waves, which Paco and Sofi wrestle, insignificant in a fierce and indifferent ocean that drags them further in. Cleo tries to move closer to the children, fighting to keep her balance in the choppy waters reaching her waist. The wind plays with the crests of the dark waves and the dense clouds are charged with tension in an ever darkening sky. Cleo looks out to the beach but the man on the horse and the people are still very far away and she resigns herself to going deeper. A wave crashes over the children's heads. When it passes, Sofi reemerges but she can barely take a breath when another waves comes crashing over her. Other waves cross and crash up to the sky. Cleo fights desperately to stay on her feet in the midst of the cross-current chaos enveloping her without failing to look straight in front of her- Where the waves crash, rising up, and yet others take their place, the little heads don't emerge. Another wave powers up and a little head bobs up in front of her, it's Sofi taking up air, and Paco resurfaces too. He turns to look and sizes up the wave, grabs his sister and swims with the break to the beach, but the wave catches up with them, pulling them down. Cleo comes close but is pushed back by the waves. In front of her, the little heads reemerge. Paco tries to repeat the move and pushes Sofi to the front, but the water envelops them. It also envelops Cleo, but doesn't drag her out. She pushes towards Sofi, who tries to swim to her. Cleo reaches her body out to get her and as she pulls her in, her feet lose contact with the bottom and the two go under. Another wave galloping with foam. And behind it, Cleo emerges carrying Sofi. Paco swims behind them. At the beach, a group of people gathers, and with them the man on the horse. CONTINUED: Cleo carries Sofi and finally manages to reach shallower waters, Paco follows a little further behind. A couple of young guys run towards them but they don't help, they just look. Carrying Sofi, Cleo reaches the shore and collapses on the beach, Paco next to her. Sofi coughs and Cleo hugs her on her lap. Curious onlookers surround them and behind them, Señora Sofía, followed by Toño come running from the palapa. Cleo cleans sand off of Sofi's face and starts crying. She cries and hugs Sofi who is also crying, and rocks with her. Cleo hugs her as if her life depended on it. Señora Sofía throws herself on the sand next to Cleo and yanks Sofi from her. Sofi hugs her mom. Paco comes to them and hugs them both. Toño watches, next to the bystanders, and next to him Pepe looks scared. Señora Sofía checks on Sofi -Sofi nods -The recent emotion pushes more tears. Señora Sofi looks at Cleo who is crying inconsolably. It's a deep and painful cry, a cry that washes it all away. Señora Sofía hugs her mightily -But Cleo can't stop crying -Señora Sofía tries to calm her - CONTINUED:But Cleo insists amidst tears and snot -She breaks down completely -The two women cry, hugging. It's a shared cry, with sobs like retching, and long silences exploding in prolonged vocals. The children close in on the women, hugging them. Only Toño watches, standing by. The onlookers scatter. The rider pulls the reins and the horse continues its way down the beach. The furious sea and its restless waves reflect the last glimmers of the day. Monday June 28, 1971.

Fields spotted with clouds spread out between green hills. Further behind, the volcanos show off their snowy peaks. The Galaxie 500 drives on, tiny, on the road crossing the landscape.

Señora Sofía is driving, and her index finger is calm. Next to her, Toño looks out the window without looking at the landscape. In the rear, Paco also lets the landscape slide by his lost gaze. Sofi is hugging Cleo, who carries a sleeping Pepe on her lap. The family rides in silence.

Mexico City extends out to the distance. The Galaxie 500 drives on, heavy with uncertainty.

The house rests patiently, resigned to enjoy the last rays of sun. The Jr. high marching band turns the corner and heads into the street with its martial drums and trumpets. The Galaxie 500 pulls into the street and follows the band's read guard until it parks in front of the house. Toño immediately opens the door and stretches out on the street. Pepe comes out after him, running to the door, holding his privates and ringing the doorbell. Borras answers by barking. Señora Sofía comes out of the car and opens the trunk, Sofi comes out after her. Cleo comes out last and heads to the trunk as well. Adela opens the door holding Borras by the collar. Pepe runs through the door and rushes in.

The afternoon sun still pierces the windows obliquely and streaks the living room shadows with its light. Outside the family is on the sidewalk -CONTINUED: The children who were already walking up to the house stop and come back to help begrudgingly. Inside, the skylight lights the stairs but barely touches the tiles in the hall. Pepe bursts in from the patio and runs to the bathroom that is under the stairs, goes in, shuts the door. Adela crosses through the windows that open to the patio, dragging Borras by the collar. She listens to the jet in the toilet. Inside, the house waits. It seems to have grown larger. The absence of the bookshelves has left towers of books piled on the floor and a seeming emptiness. Toño comes in, carrying his things. He's rushing but stops in the middle of the hall, surprised by the space-it seems new. Paco comes in right after and stops next to his brother. Señora Sofía walks in with Sofi. The toilet flushes and Toño reaches his verdict -Toño runs up the stairs...Paco follows after him. Pepe comes out of the bathroom and follows his mother and Sofi up the stairs -CONTINUED:Señora Sofía and the children disappear upstairs, where the television is already on. Outside, on the patio, Cleo walks, carrying three bags and runs into Adela who is back without the dog.Adela continues on her way out. Cleo comes into the hall. Crosses and goes up the stairs carrying the luggage. From upstairs Pepe exclaims -

Cleo makes it up to the hall and leaves the luggage on the floor. The family has begun to take over the spaces - Pepe sits next to Paco who is already in front of the television.CONTINUED: Toño puts stuff away in a drawer in his room and Sofi goes to her room to grab a doll. Señora Sofía goes to Cleo, takes one of the bags and puts it in her room -Cleo takes the other bag to Toño and Paco's room. Toño comes out and sits in the armchair in front of the television.Paco gets up, following his mother into her room -Cleo comes out of Toño's room carrying a load of laundry and drops it next to the stairs. Señora Sofía comes out of her room followed by Paco. The phone rings.Señora Sofía comes back to the hall and sits in the couch next to Pepe and Sofi who takes up the other spot.Cleo picks up... CONTINUED:She lowers the phone and calls out -Señora Sofía gets up, calming the children -She goes up to the phone -Cleo gathers the dirty laundry into a pile. Pepe calls from the couch -Cleo picks up the pile of clothes -Cleo starts to go down the stairs. Señora Sofía continues her phone conversation -INT - DOWNSTAIRS - TEPEJI 21 - AFTERNOON Cleo goes down the stairs carrying her pile of clothes, the family conversations and television filter down from upstairs. As she reaches downstairs, she crosses the empty hallway and the breakfast room. She goes into the kitchen and out the back.

The patio, in shadows now, floats in the afternoon quiet. Borras sleeps and the parakeets are quiet. Only the hum of the city in the distance. Cleo comes out of the kitchen carrying her load of dirty laundry and crosses the tiny patio to go up the metal staircase that leads to the roof. Her steps reverberate throughout the bony structure in a metallic moan that echoes through the tiny patio, waking the caged birds. Cleo reaches the step in front of her room and keeps walking upwards. A sweet potato vendor lets out his sad howl in the distance. Step by step, Cleo ascends. Yet further up, beyond the roof, the sky is pure. Pietrasanta, September 23, 2016. EN ESPAÑOLAlfonso Cuarón Las fechas en ROJO están indicadas únicamente como una herramienta para que los distintos departamentos tengan una especificidad histórica de las escenas a filmar y no aparecerán en pantalla. 3 de septiembre de 1970, jueves INT - PATIO - TEPEJI 21 -- DÍA Triángulos amarillos dentro de cuadros rojos. Agua que se esparce sobre los mosaicos, con espuma turbia. Es el piso de un largo y estrecho patio que se extiende a lo largo de la casa. Al fondo está la puerta que da a la calle, negra, de metal y con vidrios esmerilados, dos de los cuales están rotos, culpa de algún portero derrotado. CLEO, Cleotilde Gutiérrez, una india Mixteca de 26 años, recorre lo largo del patio empujando con un hule el agua del piso mojado. Al llegar al otro extremo, la espuma se ha acumulado en una esquina, tímida, presumiendo sus brillantes burbujitas blancas hasta que - UN CHORRO DE AGUA las sorprende y son arrastradas hasta la esquina donde las burbujas, necias, se deshacen en un remolino que desaparece en la coladera. Cleo recoge las escobas y las cubetas y las carga al - PEQUEÑO PATIO - Que está encerrado entre la cocina, el garage y la casa. Cleo abre la puerta de un cuartito y almacena las escobas y las cubetas, después entra a un bañito y cierra la puerta. El patio queda en silencio, sólo un locutor de radio con su entusiasmo que se disuelve en la distancia y el triste cantar de dos pajaritos encarcelados. Se escucha la descarga del escusado y luego el agua del lavabo. Después de un momento, se abre la puerta. Cleo sale secándose las manos en el mandil, entra a la cocina y desaparece tras la puerta que conecta a la casa. INT - PLANTA BAJA - TEPEJI 21 -- DÍA Cleo cruza el antecomedor de madera anciana y oscura, después el comedor moderno de madera clara, ligera y puntiaguda, y cuando llega al hall, sube las escaleras. CONTINUED: Pasando el hall hay dos salas, una con pesados sofás de terciopelo verde y antiguos gabinetes con los discos y el estéreo. Hay un piano pegado a la pared. La otra sala intenta ser más moderna, con sofás ligeros y un carrito para cocteles con un sifón. En una sala cuelga la enorme pintura de una mujer recargada en un cántaro de barro, en tonos rojos y morados. En la otra, otra pintura, también grande pero más sombría. En una oscura celda de piedra, un monje da consuelo a un preso engrilletado que, desesperado, cubre su cara con las manos. INT - PLANTA ALTA - TEPEJI 21 -- DÍA Las escaleras suben a un hall central que está rodeado de cuatro recámaras y un enorme baño. Cleo arregla una recámara, la cama matrimonial ya está tendida, tiene una cabecera de caoba con ornamentos que hace juego con las mesas de noche. Junta ropa sucia del piso y la carga al hall, donde la apila sobre el montón de ropa que se acumula. El hall de arriba hace de cuarto de televisión. El baño aún falta por lavar pero tres de las habitaciones ya están completamente ordenadas. Cleo entra a una habitación con dos camas pequeñas para niños. Primero levanta la ropa y acomoda los juguetes de niño y de niña que están regados por el piso. Comienza a tender una de las camas cuando se escucha un grito desde la planta de abajo -Cleo se sobresalta y exclama -Y sale de la habitación cargando la ropa sucia. En el hall, la junta con el montón de ropa y lo carga. Se apresura escaleras abajo. INT - PLANTA BAJA - TEPEJI 21 -- DÍA Cleo baja las escaleras cargando el montón de ropa - Cruza el hall y los comedores y desaparece tras la puerta que da a la cocina. Después de un momento, a través de - LA VENTANA - La vemos salir al pequeño patio. Deja la ropa al pie de la escalera de metal que va a la azotea y se apresura hacia la calle. EXT - CASA - TEPEJI 21 -- DÍA La calle de Tepeji se extiende apenas dos cuadras, partidas por Avenida Monterrey, de casas cansadas construidas en los años 30. Tepeji 21 descansa, triste y resignada, sobre sólidos cimientos que se funden con el concreto gris de la banqueta justo a mitad de la cuadra. Es toda blanca excepto la franja de rojo casi marrón que corre a lo largo de la fachada, y la herrería de las ventanas y la puerta que están pintadas de negro. Junto a la esquina superior izquierda de la puerta está el número, de mosaicos: 21. La puerta se abre y Cleo sale. Se apresura hacia la avenida y al llegar a la esquina, da vuelta a la derecha. EXT - CALLE - AV. MONTERREY - TLAXCALA -- DÍA Cleo sale de Tepeji y camina por la avenida, donde circula un tráfico considerable. Al llegar a la esquina cruza la avenida y sigue por - CALLE DE TLAXCALA - Y pasa una farmacia, una miscelánea, una panadería y un salón de belleza. EXT - KINDER CONDESA -- DÍA Una pequeña multitud se acumula en la entrada del kinder a la hora de la salida, Cleo llega y entra a la escuela, despues de un momento sale con PEPE, un niño de 5 años que carga una "obra de arte" recien seca. EXT - CALLE DE TLAXCALA -- DÍA Cleo camina junta a PEPE que carga su "obra de arte", un niño de 5 años en shorts y camisa. Pepe camina dando brincos para no pisar raya, Cleo carga su lonchera. De pronto, Pepe se detiene y se sienta. Cleo sigue caminando unos pasos pero se detiene, voltea -Cleo pretende seguir caminando -Cleo se detiene y voltea -CONTINUED: Cleo le toma la mano -Pepe se levanta -Y comienza a dar unos pasos pesados y perezosos.Los dos marchan de la mano. EXT - PATIO - TEPEJI 21 -- DÍA Cleo y Pepe entran, el cargando su "obra de arte" y ella la lonchera, se escucha a Adela que la llama -ADELA, de 26 años, mejor amiga de Cleo y también Mixteca, sale al patio. Sus conversaciones privadas son en lengua mixteca conmbinada con algo de español.Cleo se apresura y entra a la casa a contestar. INT - HALL DE ABAJO - TEPEJI 21 -- DIA Cruza el hall y contesta el teléfono que ya está descolagado sobre el mueble bajo la escalera -INT - COCINA - TEPEJI 21 -- DÍA Adela prepara la comida, las ollas hierven en la estufa. Cleo entra y deja la lonchera sobre la mesa.Cleo recoge platos y vasos, sale con ellos. Adela remueve la sopa. Cleo entra otra vez y abre el cajón de los cubiertos.Se escucha que se abre la puerta de la calle y con ella una conmoción de niños.Cleo sale al - EXT - PATIO - TEPEJI 21 -- DÍA Cleo llega al patio en el momento en que - Entran dos niños corriendo - TOÑO de 12 años y PACO de 11, los dos entran apresurados a la casa y adentro se les oye subir las escaleras. CONTINUED: Poco después entra SOFI, una niña de 8 años, es muy bonita aunque sus hermanos constantemente la molestan llamándola gorda. Y hasta atrás entra la SEÑORA TERESA, una viuda de 65 años con el cabello completamente blanco que cojea al caminar. IGNACIO, el chofer de 45 años, la sigue cargando una bolsa de mandado. INT - ANTECOMEDOR - TEPEJI 21 -- DÍA Cleo le corta la carne a Pepe. Con un cuchillo corta trozos cada vez más pequeños hasta que sólo quedan pequeños cubitos de bistec que chorrea con limón. SOFI espera su turno, impaciente. PACO come su carne mientras platica -Toño escucha escéptico -CONTINUED: Por la puerta del hall entra la SEÑORA SOFÍA, carga una mochila y un bonche de papeles que deja en la mesa del comedor -La Señora Sofía saluda a cada uno con un beso. Pepe le enseña su "obra de arte" -Se sienta -Cleo se levanta y recoge algunos platos sucios -Cleo va a la - INT - COCINA - TEPEJI 21 -- DÍA Cleo entra con los platos sucios, los acomoda en el fregadero. Ignacio el chofer y Adela comen en una pequeña mesa. Cleo toma un plato limpio y va a servir sopa -Adela se levanta, lenta, y en una charola pone platos, cucharas, fresas, azúcar y crema. Mira a Cleo con una interrogante y le sonríe. Cleo se sonroja y sale cargando su plato. INT - ANTECOMEDOR - TEPEJI 21 -- DÍA La Señora Sofía toma su sopa. Cleo prepara fresas con crema en los platos.CONTINUED:Cleo le sirve a Sofi un plato de fresas con crema.EXT - AZOTEA - TEPEJI 21 -- TARDE Cleo lava ropa, a momentos tararea la canción que sale de un radio amarillo. El crujir metálico de la escalera anuncia la llegada de Paco, seguido de Pepe.Pero Paco ya arrancó su juego arrastrando con él a Pepe.Paco recibe balazos como Sonny Corleone contra el muro de la casa vecina.Paco se aleja por la azotea, Pepe se esconde detrás de un tinaco. Paco regresa, pero ahora escondiéndose de espías enemigos, hasta los tinacos. Comienza a rodearlos, siempre con su pistola al aire pero - CONTINUED: Pepe se le aparece por atrás y con ánimos de matarlo. Paco reacciona y voltea, intenta apuntar su arma pero Pepe lo rocía de certeros disparos y se esconde tras el tinaco dejando a Paco primero confundido y, muy poco después, furioso -Desde detrás del tinaco Pepe lo reta -Y se va, colérico. Baja las escaleras resonando cada paso con metálicos gemidos. Pepe camina para verlo irse y se detiene a mitad de la azotea, claramente decepcionado. Y así se queda por un largo tiempo, hasta que de pronto - Una ráfaga de balas invisibles lo perfora y Pepe cae muerto, con los brazos abiertos, como Paco le había dicho. Y ahí se queda, acostado inmóvil en el suelo. Cleo se seca las manos y camina hasta él. Se detiene y lo ve -Pepe contesta desde el suelo y sin abrir los ojos -CONTINUED: (2)Cleo se sienta en el suelo junto a Pepe que se mantiene inmóvil.Cleo se acuesta junto a Pepe y también extiende los brazos. Cierra los ojos -Y así se queda, quieta, Pepe junto a ella. Un DC 8 pasa volando. Pepe abre un ojo para ver a Cleo, ella no se mueve, ni parece respirar. Pepe extiende su mano y agarra la de Cleo.Pero Cleo no se mueve. Pepe se sienta -CONTINUED: (3) Pero Cleo no contesta.Ella sigue inmóvil.Pepe comienza a asustarse -Cleo abre los ojos y le sonríe.Pepe se acuesta junto a ella con los brazos abiertos.Los dos cierran los ojos.Pepe le toma la mano. Los dos yacen muertos sobre la azotea - La tarde ha iniciado sus horas quietas, a la distancia suenan las campanas de una iglesia. Todo a su alrededor es un paisaje de azoteas que se extiende en todas direcciones. En muchas de ellas otras mujeres lavan o tienden ropa, el murmullo de distintos radios se cuela en el viento con el ladrar de los perros. El pitido de un carrito de camotes. El universo quieto. INT - BAÑO PRINCIPAL - TEPEJI 21 -- NOCHE Cleo baña a Sofi y Pepe en la tina. CONTINUED: Sofi tiene el pelo enjabonado y se lo acomoda de diversas formas frente al espejo. Pepe tiene un submarino pero no juega con él, está pensativo -Pepe comienza a enervarse -Cleo llena de agua una cubetita y le dice a Sofi -Y le tira un chorro para enjuagarle el pelo.CONTINUED: (2)Pepe se ríe -Su risa es ahora carcajada -Pepe se carcajea, Sofi escupe agua y se ríe con él. EXT - PATIO - TEPEJI 21 -- NOCHE Los paneles de vidrio esmerilado de la puerta se iluminan y se escucha - Un claxon - ¡Ta-ta Ta-ta Ta-ta Ta-taaaaaa…! Y tras la puerta, el poderoso y goloso ronroneo de un V8. Desde el interior del coche se escucha la XELA, que toca "Un bal" de la Symphonie fantastique. CONTINUED: El BORRAS llega de inmediato a ladrar a la puerta. Cleo y Adela llegan al patio.Cleo agarra al Borras y lo arrastra hacia el fondo del patio.Adela va a abrir la puerta. Desde el hall, Sofi y Pepe se asoman. Cleo les ordena mientras sostiene al Borras -El V8 ronronea impaciente detrás de la puerta, y por fin - Adela abre la puerta revelando - El frente de un GALAXIE 500 DOS PUERTAS, 1970, NEGRO. Sus faros poderosos invaden hasta el fondo del patio, iluminando a Cleo que espera sosteniendo al Borras. El Galaxie 500 comienza a entrar al patio pero es demasiado grande para el espacio, dejando sólo un par de centímetros a cada lado de la puerta. El frente del coche está adentro cuando frena - El lado izquierdo está a punto de tocar el marco. Las ruedas giran hacia la derecha acompañadas del rechinido del hule girando sobre el mosaico. El Galaxie 500 avanza un poco más pero frena - El lado derecho a punto de tocar. El volante negro con dirección hidráulica es girado y - Las ruedas giran hacia la izquierda, RECHINANDO. Haciendo eco por el patio, sincopando el vals que sale del radio. La Señora Sofía llega a la puerta del hall junto a Sofi y Pepe. CONTINUED: (2)El coche avanza unos centímetros y se frena. La palanca de velocidades cambia a R - El Galaxie 500 retrocede unos centímetros, se frena. La palanca de velocidades cambia a D - El coche avanza lentamente, librando el marco de la puerta. Lleva casi la mitad cuando frena. Las llantas giran a la derecha y - RECHINIDO. Y el vals que toma ritmo. El coche avanza medio metro y frena. Las llantas se alinean hacia el frente y - El Galaxie 500 libra el marco de la puerta y entra completamente al patio - Y el vals llega a su gran final… El coche se estaciona justo frente a la puerta del hall - El motor se apaga y con él la música - Sofi y Pepe se avientan contra la puerta -La Señora Sofía jala a los niños hacia ella y - Sale el SEÑOR ANTONIO, tiene 40 años y su barba muestra algunas canas, aún viste su bata blanca de doctor. Los niños se le echan encima inmediatamente -La Señora Sofía le acaricia el hombro. La familia entra. CONTINUED: (3) Adela cierra la puerta de la calle y Cleo deja libre al Borras, que inmediatamente corre a oler las llantas del Galaxie 500. INT - HALL DE ARRIBA - TEPEJI 21 -- NOCHE Gordolfo Gelatino sale de su recámara en bata, estirando los brazos, perezoso -Doña Naborita lo recibe entusiasta -La familia entera está sentada en un sillón frente a un TELEVISOR ADMIRAL 1970. Sofi está encaramada en el Señor Antonio y Pepe en las piernas de la Señora Sofía, Paco recargado en ella, acurrucado. En un sillón individual está Toño, siempre más huraño. Cleo le sirve fresas con crema al Señor Antonio. Recoge un plato con los restos de una concha con frijoles, y va hacia las escaleras cuando - Una carcajada explota, cortesía de Los Polivoces. Los niños se derraman a risas de sus asientos. Cleo se detiene y voltea - EN LA TV - Gordolfo está sentado en el sillón admirándose en un espejo mientras Doña Naborita está planchando un altero de ropa.CONTINUED: Cleo deja los platos a un lado y se sienta en el piso, junto al sofá, a ver la tele. Paco extiende el brazo para abrazarla. Pepe intenta hacer lo mismo pero no alcanza, Cleo extiende el brazo y lo enrama con el suyo. EN LA TV - Una cortinilla anuncia al Wash and Wear, quien momentos después entra a la oficina de su jefe, el Mostachón, que lo explotará, inmune a los insultos y verdades que el pobre Wash and Wear le propina. Los niños más grandes ríen. Cleo también, pero más por participar.Cleo se yergue enseguida -Recoge los platos del suelo y baja las escaleras. INT - COCINA - TEPEJI 21 -- NOCHE Adela lava trastes, Cleo entra y deja los platos sucios junto a la lavadora -Le da un caderazo a Adela.CONTINUED: Adela obedece con falsa renuencia y se seca las manos con un trapo -Toma una olla y le vierte agua de un garrafón en el piso. INT - HALL DE ARRIBA - TEPEJI 21 -- NOCHE Cleo llega cargando la taza humeante de té, la coloca en una mesa junto a la Señora Sofía. Pepe duerme en sus brazos.Cleo toma a Pepe y lo carga y lo lleva hacia su cuarto, Sofi la sigue. Cleo se detiene antes de entrar para ver - EN LA TV - Chano y Chon revelan sus caras bajo los sombreros. Chano comienza a preguntarle a Chon sobre el tamaño de los pingüinos, Chon contesta y Chano ahuya en respuesta -De mala gana, Toño y Paco se levantan y van a despedirse de beso de sus padres. INT - CUARTO DE SOFI Y PEPE - TEPEJI 21 -- NOCHE Sofi está acostada en su cama, Cleo está sentada a su lado tomándole la mano -Le acaricia la cara -CONTINUED: Y le da un beso.Cierra los ojos. Cleo se levanta y apaga la luz. Sale al - INT - HALL DE ARRIBA - TEPEJI 21 -- NOCHE Está vacío, la puerta de Toño y Paco está cerrada pero la de los Señores Antonio y Sofía sigue abierta. El Señor Antonio está sentado en la cama quitándose los zapatos. Los ronquidos de la Señora Teresa hacen eco por todas las paredes. Cleo recoge la taza de té que sigue llena, intacta, y comienza a bajar las escaleras. INT - PLANTA BAJA - TEPEJI 21 -- NOCHE Cleo baja las escaleras cargando la taza y al llegar al hall va a la sala y comienza a apagar todas las luces, sólo deja encendida una junto a la ventana. Después apaga las luces del hall y las escaleras y camina hacia el fondo, deteniéndose solamente a apagar las luces del comedor y el antecomedor. Y sigue hasta llegar a la puerta de la cocina. Entra. INT - COCINA - TEPEJI 21 -- NOCHE Cleo entra a la cocina, tira el té y enjuaga la taza. Apaga la luz y sale al pequeño patio, cerrando la puerta. Cruza el pequeño patio y sube las escaleras metálicas hacia su cuarto. INT - CUARTO DE SERVICIO - TEPEJI 21 -- NOCHE Cleo entra al cuarto, Adela ya está en camisón -Cleo se quita el vestido apresurada - CONTINUED:Adela apaga la luz y el cuarto queda a oscuras, aunque la ventana es muy grande y deja entrar la luz de la luna. Cleo prende una vela y la pone en el piso. Las dos se acuestan en línea, los pies de una tocando los pies de la otra y -Las dos impulsan hacia arriba la parte superior del cuerpo e intentan tocarse las puntas de los pies -Y hacen abdominales, una tras otra -Entre gruñidos y pujidos. 20 de septiembre de 1970, domingo EXT - AV INDEPENDENCIA -- DÍA El bullicio festivo del Centro de la ciudad en domingo, familias y vendedores ambulantes por doquier. Cleo y Adela van a paso rápido por la banqueta, en una carrera de obstáculos que se mueven. Adela es más rápida pero Cleo es más hábil y resistente. Adela lleva la delantera pero se enfrenta a una parada de autobús con familias que bajan, Cleo logra colarse entre la gente y sigue su camino. La banqueta está un poco menos llena y Adela aprovecha y la alcanza justo cuando llegan a - EXT - TORTERÍA - AV INDEPENDENCIA -- DÍA Y se detienen exhaustas, tratando de recobrar el aliento, una recargada en un coche y la otra en un poste. Entre respiraciones profundas Cleo levanta una mano y apunta el índice al cielo -Adela gesticula que no con la mano -Cleo sólo niega con la cabeza. INT - TORTERÍA - AV INDEPENDENCIA -- DÍA Ilustraciones pintadas a mano sobre una pared anuncian los distintos tipos de tortas. En la otra, un espejo cortado en rombos reproduce la ya concurrida clientela. Cleo y Adela están sentadas en la barra disfrutando sus tortas cubanas que se desbordan de los panes a cada mordida.Cleo asiente mientras termina de darle una mordidota a la torta, derramando aguacate.Cada vez que habla, Cleo se cubre la boca con la mano - CONTINUED:Cleo sigue la historia, ha dejado de masticar -CONTINUED: (2)Y queda boquiabierta, con un trozo masticado de cubana aún en la boca.Y las dos explotan a carcajadas cubriéndose la boca con la mano. Otros comensales voltean y ellas esconden sus rostros, intentando reprimir sus risas. EN LA ENTRADA - Dos hombres entran a la tortería y miran alrededor. Ven a Cleo y Adela sentadas en la barra y van hacia ellas. RAMÓN tiene 27 años, es afable, un poco pasado de peso y tiene patillas, lleva una camisa morada con cuatro botones abiertos al frente. FERMÍN tiene 26, es tímido y un poco huraño, tiene el cuerpo ceñido de un atleta, vestido de camiseta y chaqueta de cuero.Sorprendiendo a las dos mujeres. Adela se levanta de inmediato y -Los dos se abrazan y se besan, exuberantes. Fermín se acerca, sonriendo tímido. Cleo se levanta y se saludan de beso, torpemente.Fermín, tímido, señala su estómago - CONTINUED: (3)EXT - CINE METROPOLITAN -- TARDE La entrada del cine es un bazar de VENDEDORES AMBULANTES que anuncian sus productos recitando listas una y otra vez como mantras en un canto. Una anciana sentada en el suelo ofrece sus dulces en una tela frente a ella -Un vendedor está tras su mesa improvisada ofreciendo cacahuates japoneses -Una señora rechoncha y chaparra se pasea con una caja de chicles Adams en la mano -Un merenguero de camisa corta -Vendedores de revistas, de yo-yos, de juguetes baratos… una cacofonía de cantos acompañados de un organillo que toca en la banqueta. Cleo, Adela, Ramón y Fermín hacen cola en la taquilla.CONTINUED:Fermín le pregunta a Cleo -Cleo se hace consciente del sol que brilla, levanta su cara al cielo -Lo mira -Fermín le sonríe.Camina hasta Ramón, que está al frente de la fila sacando dinero de su bolsillo. Adela aprovecha para ir con Cleo.Y se va con Ramón que espera para entrar al cine. Fermín regresa con Cleo y se van. CONTINUED: (2) Los vendedores ambulantes continúan su coro. El organillero calla. INT - CUARTO DE HOTEL -- TARDE En reglamento cuelga en un pequeño marco en la puerta, ignorado. Tras la ventana, la tarde del domingo mengua y un letrero fluorecente se asoma anunciando el Hotel. tras La puerta del baño que está abierta, un foco ilumina el lavabo y un espejo occidado. Fermin sale del baño cargando unos chacos. Está completamente desnudo. Cleo espera en la cama, tímida, aún con su fondo puesto. Al ver a Fermin se sonroja. Frente al baño, Fermín presenta sus chacos al frente -Y comienza una rutina con ellos. Es una coreagrafía elaborada y estudiada, los palos encadenados giran como hélices a su arededor. El efecto es poetico pero también un tanto ridículo pero Cleo reprime su sonrisa bajo las sábanas. Fermin finaliza su rutina tomando distintas posiciones -Y se despide con una inclinación. Cleo reprime una risa -Cleo cubre su risa preguntando -Afuera, las multitudes y el barullo parecieran lejanos. Fermín deja los chacos sobre una repiza y camina hacia el pie de la cama - CONTINUED:Se persigna -Hace una pausa -Fermín hace un silencio, ve a Cleo -Él acerca su cara y ella la suya y sus labios se encuentran y se besan suavemente, pero muy pronto Cleo mueve la cabeza golpeando a Fermín en la nariz.Pero Fermín la jala de regreso y la besa intensamente y, con la bocas ya sellada a Cleo, se acuesta lentamente en encima de ella. Hacen el amor. 11 de noviembre de 1970, miércoles INT - CUARTO DE SERVICIO - TEPEJI 21 -- MADRUGADA Suena la alarma de un despertador. Cleo despierta y la apaga. Se sienta en la cama. La luz del alba entra por la ventana, la casa está en silencio. Adela duerme plácida en su cama. CONTINUED: Cleo se levanta precipitadamente, toma ropa de la silla y se acomoda los zapatos mientras camina apurada a la puerta y sale. EXT - PATIO PEQUEÑO - TEPEJI 21 -- MADRUGADA Cleo baja las escaleras apresurada y entra al pequeño baño. INT - BAÑO DE SERVICIO - TEPEJI 21 -- MADRUGADA Cleo vomita. El baño está limpio pero no ha tenido mantenimiento en mucho tiempo. La minúscula regadera no tiene cortina y el escusado no tiene asiento ni tapa en el tanque de agua. En el lavamanos, dos cepillos de dientes y un tubo apachurrado de Colgate. En una pequeña repisa, un frasco de Nivea y una veladora apagada. INT - BAÑO DE SERVICIO - TEPEJI 21 -- MÁS TARDE Cleo se baña, el pequeño baño inmediatamente inmerso en una nube de vapor. INT - PLANTA BAJA - TEPEJI 21 -- AMANECER Cleo sale de la cocina y cruza la casa que está aún en penumbras, aunque tras las ventanas el patio ya recibe la primera luz del día. Cleo llega a las escaleras y sube. INT - HALL DE ARRIBA - TEPEJI 21 -- DÍA Por la puerta del cuarto de los niños más pequeños, podemos ver a Cleo despertar a Sofi. Le susurra -Y le hace delicadas cosquillas en la cintura -CONTINUED: Las cosquillas suben como ejercito de hormigas por el torso de Sofi quien sonríe pero finge seguir durmiendo.Sofi por fin se quiebra y ríe y mueve los brazos, modorra.Sofi la abraza del cuello.Sofi se levanta -Sofi sale del cuarto y cruza adormilada el hall mientras Cleo acomoda un uniforme de escuela limpio sobre la cama. La Señora Teresa sale de su recámara y ve a Sofi a punto de entrar el baño -Sofi entra al baño sin voltear -Y cierra la puerta. La Señora Teresa baja las escaleras. Cleo va a la cama de Pepe y le da un beso asegurándose de no despertarlo y sale del cuarto. En el hall, prende la luz y entra a la recámara de Toño y Paco, que duermen profundamente. Se pone en cuclillas junto a Toño, le acaricia la cabeza y le susurra -CONTINUED: (2) Toño, sin voltear, le quita la mano de un manotazo -Cleo sube las manos al aire -Toño se levanta, gruñón, y sale del cuarto.En el hall Toño toca la puerta del baño -Pero Toño toca más fuerte -Cleo se sienta al pie de la cama de Paco, le saca un pie de las sábanas y le pone los calcetines sin despertarlo. Después lo sienta recargado en ella, y le quita la parte superior de la pijama. En el hall, Toño sigue tocando la puerta del baño -La puerta del baño se abre y Sofi sale -Toño entra de inmediato y al cerrar la puerta -Sofi cruza de regreso a su cuarto. Cleo ha logrado ponerle la camiseta a Paco, que ahora se sienta en la cama. CONTINUED: (3)Paco se quita los pantalones de la pijama y Cleo sale al hall y entra a ayudar a Sofi. INT - ANTECOMEDOR - TEPEJI 21 -- DÍA La Señora Teresa y Sofi están desayunando en la mesa, Cleo guarda paquetes de papel encerado en las mochilas que están en el piso junto a cada silla. A través de las ventanas se puede ver a Ignacio que saca los coches a la calle. Un radio portátil en la mesa toca la XEQK, LA HORA HASTE DEL OBSERVATORIO -Paco sale de la cocina con un Gansito y lo mete en su mochila, pero Sofi lo ha visto -Paco sopesa la oferta y regresa a la cocina. La Señora Teresa ha terminado sus panes dulces sopeados en café con leche y se levanta. CONTINUED:Se escucha la voz de Paco desde la cocina -La Hora Haste recita -Paco sale de la cocina, triunfal. La Señora Teresa le saca la lengua y camina hacia la puerta. Paco le avienta el Gansito a Sofi -Toño llega.Toño se sienta -La Señora Teresa ya los llama desde la puerta -Sofi se levanta y va hacia la Señora Teresa que comienza a salir al patio -Cleo se levanta de inmediato y corre al patio. CONTINUED: (2) Toño también se levanta pero le sube todo el volumen al radio antes de irse. Paco lo apaga de un manotazo -Paco grita antes de salir al patio -Toño se empina el jugo y va tras ellos. EXT - CASA - TEPEJI 21 -- DÍA El Valiant está estacionado frente a la casa con el motor en marcha, la Hora Haste emanando del radio. Cleo espera en la banqueta agarrando al Borras del collar, mientras la Señora Sofía y los niños suben al coche en absoluto desorden.Cuando la Señora Teresa ha logrado entrar al coche, Ignacio le cierra la puerta, espera a que todos cierren la puerta antes de meterse.Paco aprieta un botón del radio y cambia la estación a la Pantera en plena votación Beatles vs. Creedence -Ignacio mete el clutch y permite que Paco, que va sentado a su lado, meta primera velocidad con la palanca del volante. CONTINUED: El Valiant arranca y se aleja por la calle. Cleo lo ve dar vuelta en la esquina y regresa a la casa jalando al perro. Cierra la puerta. INT - HALL DE ABAJO - TEPEJI 21 -- DÍA Cleo entra a la casa y cierra la puerta del patio, cruza el hall y sube las escaleras. INT - CUARTO DE SOFI Y PEPE - TEPEJI 21 -- DÍA Cleo hunde su cara en la panza de Pepe que reacciona riendo.Pepe se levanta y Cleo lo viste mientras él habla -Cleo le sube los shorts al niño. INT - COMEDOR - TEPEJI 21 -- DÍA Una cuchara da delicados golpecitos en el cenit de un huevo que se quiebra lentamente. Cleo quita la cáscara para poder vaciar el huevo tibio en una taza. Le pone sal y al final agrega trocitos de pan. Le pasa la taza a Pepe, que come. Cleo se levanta y lleva platos sucios a - INT - COCINA - TEPEJI 21 -- DÍA Cleo entra a la vez que entra Adela, con el pelo mojado, por la puerta del patio.Adela la ve con mueca de risa. Cleo unta mermelada en un pan y lo junta con otro. Del antecomedor se escucha llegar a la Señora Sofía -Cleo mete el sándwich en una bolsa encerada -Cleo toma el sándwich y un vaso con jugo de naranja y va hacia el antecomedor, Adela va al patio. INT - ANTECOMEDOR - TEPEJI 21 -- DÍA La Señora Sofía está sentada junto a Pepe, Cleo entra y le lleva el jugo - CONTINUED:Al fondo, en el hall, el Señor Antonio ha bajado las escaleras cargando dos maletas. Cleo corre a ayudarlo.El Señor Antonio deja las maletas en el piso.Y camina hacia el antecomedor -El Señor Antonio se toma, de un vaso, un jugo de naranja de un sólo trago. Cleo va a las maletas y las carga. Sale - EXT - PATIO - TEPEJI 21 -- DÍA El redoble de tambores y trompetas miltitares hacen eco dentro del patio. Cleo carga las maletas hasta la puerta donde Adela sostiene al borras del collar. Cleo sólo se detiene para abrir la puerta y sale a - EXT - CASA - TEPEJI 21 -- DÍA Una Banda Militar de Secundaria marca cada paso al marchar por la calle tocando sus trompetas y tambores. Un VW '66 sedán color crema espera frente a la casa. CONTINUED: Cleo sale cargando las maletas y las deja a un lado del auto. Abre la puerta y mete una maleta en el asiento trasero, luego acciona el mecanismo en la guantera. Sale del coche y carga la segunda maleta al frente del auto, abre la cajuela y la acomoda en el minúsculo espacio. Va de regreso a la casa pero ve que el Señor Antonio ya sale, caminando por el patio. Más atrás lo sigue la Señora Sofía cargando a Pepe. El Señor Antonio pisa una caca de perro y se detiene asqueado -Desliza su pie por el piso intentando limpiarlo y continúa su camino. En la calle, talla la suela del zapato contra el borde de la banqueta. La Señora Sofía pone a Pepe en el suelo al llegar a la calle y va hasta el Señor Antonio y lo abraza por la espalda. Cleo se aleja unos pasos, Pepe va hasta ella y le toma la mano. La Señora Sofía rompe a llorar. El Señor Antonio voltea y la abraza incómodo.Se zafa de la Señora Sofía y va a entrar al coche cuando ella lo intercepta y le da un beso moqueado, que él recibe antes de sentarse al volante y cerrar la puerta. La Señora Sofía pone su mano en el hombro de su marido mientras él enciende el cuatro cilindros.Mete primera y arranca lentamente, obligando a la Señora Sofía a levantar la mano, y se aleja hacia el final de la calle. CONTINUED: (2) El VW llega a la esquina donde debe de esperar a que la retaguardia de la Banda de Guerra salga de la calle llevándose sus ritmos marciales, antes de desaparecer por la derecha. La Señora Sofía se queda inmóvil, con la mano en el aire. Cleo espera. Por fin la Señora Sofía voltea, su rostro desencajado -Camina hasta Pepe y lo agarra de la mano -Camina con Pepe hacia el final de la calle, en dirección opuesta a la que tomó el Señor Antonio. Cleo entra a la casa y cierra la puerta. EXT - PATIO - TEPEJI 21 -- DÍA Cleo empuja con una escoba una caca de perro a un recogedor. Y avanza a la siguiente, mientras el Borras se pasea por el patio, ignorante. Una a una, las recoge todas. EXT - PATIO PEQUEÑO - TEPEJI 21 -- DÍA Cleo abre el basurero y tira las cacas. Lo cierra. EXT - PATIO - TEPEJI 21 -- DÍA Una mancha embarrada sobre un mosaico rojo y amarillo, es rebaba de las cacas del Borras. Polvo pálido cae sobre la mancha hasta que la cubre. Cleo cruza el patio espolvoreando jabón en cada una de las manchas restantes. Al llegar a la puerta de la calle, llena dos cubetas de agua que esparce en el piso y - Cepilla, una a una, todas las manchas espolvoreadas del patio. 29 de noviembre de 1970, domingo INT - CINE METROPOLITAN -- TARDE PELÍCULA La sala está casi llena pero hacia atrás se vacía. Cleo y Fermín están sentados en la última hilera del cine, fajando intensamente. Sus manos acarician los genitales del otro, mientras se besan.Cleo se separa brevemente y le dice entre suspiros -Pero sucumbe con un gemido de placer que intenta reprimir. Besa y acaricia a Fermín con más intensidad y él la explora más profundamente con la mano. PELÍCULA Por fin, Cleo logra sobreponerse a su deseo para decirle -Pero Fermín la calla con un beso en la boca. Cuando se va por el cuello, Cleo aprovecha para hablar entre agitaciones de placer -Fermín hace una pequeña pausa, pero continúa besándola -Cleo hace una pausa, lo ve a los ojos -CONTINUED: Cleo sonríe y lo besa en la boca. Baja la cabeza y comienza a mamársela. Fermín le agarra la cabeza y la obliga a moverse a su ritmo.PELÍCULA Fermín extiende los brazos y se agarra de los respaldos de las butacas vecinas y comienza a gemir -Abre la boca y calla el grito mordiéndose la mano, y cuando la explosión pasa, Cleo se levanta, una mano en la boca, su cara salpicada de semen. Abre su bolso y saca unos Kleenex, se limpia la boca y la cara, después las manos, y se acurruca en Fermín que aún respira agitado. Los dos ven la película, Cleo enamorada. PELÍCULA Fermín se mueve suavemente para levantarse -Se levanta y camina entre los asientos vacíos para llegar al pasillo, y de ahí a la salida. Cleo espera a que salga para buscar un chicle en su bolso, se lo mete a la boca. Saca otro Kleenex, lo moja con la lengua y se limpia la cara. La PELÍCULA llega a su fin y corren los CRÉDITOS. Cleo voltea hacia la salida. La GENTE comienza a levantarse. Se PRENDEN LAS LUCES de la sala, POR SECCIONES Y LENTAMENTE. CONTINUED: (2) Cleo se levanta y ve hacia las salidas, recargada en los asientos de adelante. Los créditos corren con los nombres de los tramoyistas. La sala se ha vaciado completamente, sólo queda Cleo y la pantalla donde corren los créditos de sonido. El telón de terciopelo rojo se cierra interrumpiendo los créditos que aún no terminan. Cleo por fin camina a la salida. INT - LOBBY - CINE METROPOLITAN -- TARDE Nuevos espectadores entran al cine, algunos van directo a la dulcería, donde las filas aún son cortas. Cleo deambula por el lobby buscando a Fermín pero no hay rastros de él. Camina a la entrada y sale, cruzándose con los recién llegados. EXT - ENTRADA - CINE METROPOLITAN -- TARDE Cleo sale y camina al centro de la entrada donde se detiene, absorta, entre los VENDEDORES AMBULANTES que anuncian sus productos recitando sus distintos mantras. Las piernas parecieran fallarle y se recarga en la marquesina que anuncia los próximos estrenos. Y, lentamente, se sienta en el piso entre - Una anciana que ofrece sus dulces -Y un hombre que anuncia su truco de magia, interactuando con un pequeño esqueleto de plástico que baila en el piso -Cleo se queda quieta entre el mar de voces - CONTINUED:Junto a Cleo, el pequeño esqueleto brinca y baila y repentinamente se detiene -El esqueleto se sienta en el piso -8 de diciembre de 1970, martes. EXT - CALLE -- DÍA Un ANCIANO PURÉPECHA, encorvado y con sombrero de paja, carga un enorme y voluminoso saco de tela que casi cubre, por detrás, su frágil figura. Camina por la calle a paso constante, deteniéndose únicamente para reacomodar el pesado saco sobre su espalda. Pasa frente a una miscelánea, una farmacia, una panadería, una tienda de abarrotes, una papelería y da vuelta en - EXT - CALLE DE TEPEJI - CASA - TEPEJI 21 -- DÍA El anciano camina encorvado, con el enorme bulto que casi descansa vertical sobre su espalda, sin perder su ritmo, frente a casas construidas en los años 30. Algunas tienen alteraciones modernas, a muchas les urge una mano de pintura. Llega a Tepeji 21 y se detiene frente a la puerta. Lentamente se quita el enorme saco de la espalda y lo posa en el suelo. Toca el timbre. CONTINUED: Adentro, se escucha al Borras correr hacia la puerta ladrando ferozmente. El anciano espera. El Borras no se da por vencido y sus ladridos son cada vez más fuertes. Se escucha a Cleo que se acerca -El Borras responde, furioso.El anciano recoge el saco mientras la puerta se abre apenas lo suficiente para ver a Cleo, que se asoma agarrando al perro del collar. El anciano termina de colocar el saco sobre su espalda -La puerta se abre y el Borras inmediatamente se abalanza contra el anciano, pero Cleo lo detiene fuertemente del collar. El perro ladra agresivo, parado en dos patas. El anciano entra a - EXT - PATIO - TEPEJI 21 -- DÍA Cleo contiene al Borras y se hace a un lado mientras el anciano entra por la puerta. La boca del perro expulsa baba a cada ladrido.Cleo lucha con el perro - CONTINUED:El anciano pasa cauteloso junto a Cleo, que detiene al Borras. Ella cierra la puerta y lo sigue, manteniendo una distancia. Al llegar al fondo del patio, el anciano entra al - EXT - PATIO PEQUEÑO - TEPEJI 21 -- DÍA El anciano llega frente a la cocina y deposita lentamente el pesado saco sobre el piso. Adela sale de la cocina cargando un huacal que coloca en el suelo -El anciano se quita el sombrero de paja para refrescar su pelo blanco y lacio mojado de sudor, su rostro indio está marcado con profundas arrugas. Se agacha y mete las manos al bulto, saca - Naranjas que pone, de tres en tres, en el huacal -Cleo contiene al Borras que no para de ladrar. EXT - PATIO - TEPEJI 21 -- TARDE Guijarros de hielo rebotan en el piso despues de caer del cielo. El granizo cubre el patio. INT - COCINA - TEPEJI -- TARDE La luz de la tarde, sofocada por las nubes, lucha por traspasar las ventanas. Tras la ventana, granizo cae sobre el patio pequeño. Adela vierte café en una taza y la acomoda en una bandeja que ya tiene una azucarera, una jarrita de leche, una cuchara y una servilleta. Junto a ella, Cleo espera nerviosa. CONTINUED:Cleo toma la bandeja y camina hacia la sala. Adela la acompaña pero se detiene en la puerta. INT - SALA - TEPEJI 21 -- TARDE Cleo sale de la cocina, Adela espera junto a la puerta y la ve cruzar el hall cargando la bandeja con café. Tras las ventanas, el granizo continúa. La luz de la tarde apenas pinta las cortinas de la sala y ya hay lámparas prendidas. En una esquina, un árbol de esNavidad presume sus luces de colores sobre un nacimiento artesanal con paisajes de musgo, heno y cartón. Los niños están sentados en el sillón de la sala moderna alrededor de la Señora Sofía. Cleo coloca la bandeja en la mesa de centro junto a unos papeles blancos y unos sobres, y sirve el café. Va a ponerle crema cuando -Cleo pone la taza frente a la Señora Sofía, ella toma la crema y se sirve mientras Cleo comienza a retirarse, se detiene -La Señora Sofía agrega dos cucharadas de azúcar al café -Cleo asiente y se retira unos pasos a esperar. CONTINUED:Cleo se sienta en el sofá tímidamente. La Señora Sofía prueba su café, los niños están impacientes.La Señora Sofía prueba su café y dice de buen humor -CONTINUED: (2)La Señora Sofía hace una brevísima pausa y cuando retoma la conversación su tono parece distinto.Distribuye los papeles y sobres entre los niños -Su buen humor intenta enmascarar su nerviosismo.Toño se levanta -La Señora Sofía le grita -Toño toma sus papeles y se arranca, enojado, hacia las escaleras.CONTINUED: (3) Paco toma sus papeles y sigue a Toño -La Señora Sofía le da el resto de los papeles a Sofi.Sofi toma los papeles -Sofi y Pepe van con sus papeles a la mesa del comedor.La Señora Sofía ve a los niños caminar al comedor. Voltea con Cleo.Cleo se sienta más cerca de la Señora Sofía -Cleo la ve como un ciervo encandilado, se queda muda.Pero se queda muda otra vez. Al fondo, junto a la puerta de la cocina, Adela finge limpiar mientras intenta escuchar - CONTINUED: (4)Los ojos de Cleo se llenan de lágrimas. La Señora Sofía se preocupa -Pero Cleo sólo llora.Cleo afirma -La Señora Sofía no esperaba esto -Y se suelta llorando. La Señora Sofía se sienta junto a ella y la abraza -CONTINUED: (5) Cleo niega -Pepe llega con su carta -Desde el comedor, Sofi contesta -La Señora Sofía camina al comedor pero Pepe va hacia Cleo y la abraza. Le soba la panza -Cleo se ríe y abraza a Pepe, ocultando su llanto. 10 de diciembre de 1970, jueves.

¡Mi ángel of the mornin'!… ¡Si apenas son las dos de la tarde!… ¿Ya descansaste de descansar?

¡Ora sí, mi cerecita del jaibol, el edificio me dio toda su ropa a lavar, y voy a poder comprarte ese reloj que tanto te gusta…!

¡No me gusta verte trabajar tanto, mi cabecita blanca adorada! Así que por favor vete al otro cuarto.

…cigarros-chicles-chocolates- mazapanes-muéganos-cacahuates- gomitas…

…¡Los ja-po-neeeee-seeeeeeees!… ¡Los ja-po-neeeee-seeeeeeees!… ¡Los ja-po-neeeee-seeeeeeees!…

…¡De a peso le valen los chicles Adams sabor menta, hierbabuena, canela, tutifruti…!

…¡Chocolates Turín! ¡Ricos de principio a fin!… Maestro Mecánico Marcos Carrasco garantiza vigoroso control de calidad en la rectificación de motores…

XEQK proporciona la hora del observatorio, misma de Haste. Haste, la Hora de México… Siete de la mañana diecisiete minutos. Siete diecisiete… (silencio)… BIIIIP…

…¿Por quién votas, campeón?… Por los Beatles… ¡Un voto más para el Cuarteto de Liverpool que van atrás por 18 votos del Cuarteto del Bajou. ¿Por quién votas?… Creedence…

…cigarros-chicles-chocolates- mazapanes-muéganos-cacahuates- gomitas-…

…sin trucos ni artimañas, por sí solo baila. Sin hilos y sin trampas, es Don Carlangas que nos baila…

…¡Los jaaaa-po-neeeeee-seeeeeeees! …¡Lleve su calcomanía del Cupido Motorizado!… ¡Merengues-merengues- lleve sus ricos-merengueeeeees!… ¡Hay de menta, hierbabuena, canela, tutifruti de los Chiclets Adams!…

La Señora Sofía maneja en silencio, las manos al volante, pero su dedo índice se mueve como afirmando el intenso alegato que explota en su mente. Cleo va a su lado recién peinada, se ha cambiado de vestido, va nerviosa. Se acercan a un cruce donde los autos esperan la luz verde del semáforo, la Señora Sofía intenta acomodarse en el espacio entre un camión de mudanzas de redilas y un carcachón. El espacio es pequeño pero la Señora Sofía guía el Galaxie 500 hacia él -Imposible. Lo inevitable sucede. El Galaxie 500 pega por los dos lados, pero esto parece no importarle a la Señora Sofía que continúa avanzando lentamente, a pesar del quejido del metal que se dobla -EXT - AV BAJA CALIFORNIA -- DÍA El Galaxie 500 avanza entre el camión de redilas y la carcacha, embarrando sus molduras que se retuercen, arrancando el espejo retrovisor en su camino. El Galaxie continúa hacia delante entre el crujir de sus láminas hasta que el espacio es demasiado estrecho para continuar. El semáforo cambia a verde y arrancan, excepto el camión de redilas y la carcacha, cuyos irritados conductores salen de sus vehículos a constatar los daños. EXT - CENTRO MÉDICO - AV CUAUHTÉMOC -- DÍA El conjunto de modernos edificios luce orgulloso sus murales con su promesa de progreso. El Galaxie 500, con los lados abollados y arrastrando una moldura, entra a un estacionamiento reservado para médicos. EXT - GINECOBSTETRICIA - CENTRO MÉDICO -- DÍA La Señora Sofía y Cleo caminan frente a un edificio que luce bellos murales con motivos prehispánicos y cruzan por una entrada que anuncia Ginecobstetricia. INT - LOBBY - GINECOBSTETRICIA -- DÍA La Señora Sofía y Cleo atraviesan el enorme lobby de marmol hasta los elevadores que descansan bajo un grán mural de heroes patrios. OMIT INT - LOBBY 8º PISO - GINECOBSTETRICIA -- DÍA La Señora Sofía y Cleo salen del elevador, caminan a una estación de enfermeras en el centro del lobby. La Señora Sofía se acerca a hablar con la ENFERMERA en turno -La enfermera levanta un teléfono. INT - PASILLO - GINECOBSTETRICIA -- DÍA Ventanales de piso a techo corren a lo largo del pasillo y los cubículos médicos. La Señora Sofía espera con Cleo, que mira por la ventana la ciudad que se extiende hacia el poniente. Llega la DOCTORA VÉLEZ. Tiene 40 años y la seguridad que da la experiencia, usa lentes.CONTINUED:Se saludan de beso.La Doctora Vélez dirige su atención a Cleo -Cleo sufre una combinación de timidez y miedo -Le toma la mano a Cleo -Y camina de regreso al lobby. Cleo y la Doctora Vélez van a los cubículos. INT - CONSULTORIO - GINECOBSTETRICIA -- DÍA Cleo está sentada en una silla ginecológica, ve el instrumental en una charola a un lado, parecieran aparatos medievales de tortura. CONTINUED: La puerta se abre y entra la Doctora Vélez, se sienta en una silla entre las piernas de Cleo y comienza a ponerse unos guantes de látex -Cleo duda en hablar -Cleo se sonroja y no puede contestar.Cleo pareciera no entender la pregunta.Pero Cleo sólo llora. La doctora toma el pato y le embarra vaselina.CONTINUED: (2)La Doctora Vélez acomoda el pato entre la piernas de Cleo. La cara de Cleo confirma que no sólo está frío, también es doloroso. INT - PASILLO - LOBBY 8º PISO - GINECOBSTETRICIA -- DÍA 73\* Cleo camina con la Doctora Vélez por el pasillo. Al fondo, en el lobby, pueden ver a la Señora Sofía que habla con el DOCTOR ZAVALA de 45 años. Al notar a Cleo, la Señora Sofía interrumpe su plática con el Doctor Zavala. Ha llorado y aún está alterada. La Doctora Vélez y el Doctor Zavala se saludan de beso -CONTINUED: La Señora Sofía asiente -Se despide de beso de la Señora Sofía -La Doctora Vélez se aleja por el pasillo. La Señora Sofía voltea a ver a Cleo -INT - MATERNIDAD - GINECOBSTETRICIA -- DÍA Docenas de cunas enfiladas, cada una de ellas con un bebé recién nacido enrollado en su colchita. Cleo los ve a través de la vitrina. Unos duermen en calma y otros lloran con ansia. Cuatro cunas proyectan fuertes luces sobre bebés con antifaces, y a un lado - En una INCUBADORA - Un bebé prematuro, minúsculo y frágil. Está conectado a tubos que apenas lo sujetan a la vida. Cleo lo mira fascinada cuando - Un gran bloque de yeso se desprende del techo y cae encima de la incubadora casi cubriéndola por completo. 31 de diciembre de 1970, jueves.

CERRO LA CALDERA -- DÍA La Señora Sofía maneja, su dedo índice en su eterna discución. A su lado va Cleo y entre las dos va Pepe. Atrás, Toño, Paco y Sofi. El radio transmite Radio Éxitos. Pepe mira por el parabrisas hacia la distancia -CONTINUED:EXT - SALIDA A CARRETERA A PUEBLA - CERRO LA CALDERA -- DÍA El Valiant surca hacia el oriente. Al fondo, el Cerro la Caldera añora ser montaña y demarca el confín de la Ciudad que se disuelve en ciudades perdidas. La cara poniente del cerro ha sido profanada por tres inmensas letras blancas que se extienden a casi todo lo largo y lo ancho de su seca superficie - LEA. Como un maleficio. EXT - HACIENDA DE ZAVALETA -- DÍA Un gran muro de adobe rodea una inmensa propiedad en medio de campos de cultivo. El Valiant entra por un enorme portón a - EXT - ENTRADA - HACIENDA DE ZAVALETA -- DÍA Un camino atraviesa la enorme explanada amurallada. Al fondo, la hermosa fachada de una hacienda, un monumento al latifundismo Porfiriano. El Valiant se acerca a la Casa Grande. Una docena de coches están estacionados en fila a un lado del camino. Todos son coches grandes y lujosos, todos del año: LTDs, Impalas y Country Squires. CONTINUED: El Valiant '64 se estaciona entre un LTD y una Country Squire que ponen en evidencia su kilometraje y su capa de pintura que se pela sobre la otra. Salen del coche. La Señora Sofía abre la cajuela y Cleo comienza a sacar las maletas. Su panza es apenas perceptible. Un grupo de gente sale de la Casa Grande a recibirlos, tres adultos, algunos niños y varios sirvientes. CLAUDIA DE LA BÁRCENA de 38 años, SAMANTHA LARSSON de 38 años, mexicana de clase alta con el pelo pintado de rubio, y MOLLY EDWARDS, una afable mujer rubia, galesa, de 37 años, extienden sus brazos al aire -

BENITA, de 55 años, el ama de llaves de la hacienda, guía a Cleo por un largo pasillo. Las dos cargan varias maletas, unas en las manos y otras colgadas de los hombros.Y Cleo apresura su paso, adelantándose. Benita hace lo mismo y va tras de ella.Las dos mujeres compiten a paso acelerado, enterradas en maletas como hormigas que cargan varias veces su propio peso. Benita alcanza a Cleo, que acelera el paso y la rebasa. Pero Benita se ha detenido -Cleo se detiene. Benita está parada junto a una puerta - CONTINUED:Cleo sonríe y camina de regreso. INT - CUARTO DE NIÑOS - HACIENDA -- DÍA Un galerón lleno de literas, rudimentario pero funcional. Hay varias maletas junto a las camas y sobre algunas también juguetes. Alineadas, a lo largo de todas las paredes, cabezas disecadas de perros. Cleo deja las maletas junto a una litera y ve las cabezas.Ven la cabeza de un pastor alemán con ojos de canica.Una pequeña placa lo confirma, también indica su nombre - Pirata. Cleo lo ve impresionada.Cleo ve la cabeza de una setter irlandés.CONTINUED: Cleo mira con horror a la Canela -Canela los mira con sus ojos de canica. EXT - PEQUEÑO CLARO EN EL BOSQUE - HACIENDA -- DÍA La luz de la tarde invernal se filtra entre los árboles y se refleja en el gran charco que se extiende entre el claro y el bosque. Niños corren entre los árboles tirando cohetes, dos perros los siguen chapoteando en el charco. Los adultos tiran al blanco con pistolas calibre .22, a botellas acomodadas sobre troncos al otro lado del claro. Con excepción de las nanas y las sirvientas que cuidan a los niños más pequeños, todos son blancos y, con excepción de Sofía y sus hijos, visten con ropa importada. El ruido de los disparos se confunde con el tronido de los cohetes. Toño juega "tochito" con PEPE DE LA BÁRCENA de 13 años, EDUARDO LARSSON, un pelirrojo de 12, y RICKY EDWARDS de Cleo cuida a Pepe y acompaña a LUPE, de 30 años, y a YOLA de 22, que cuidan a JORGE DE LA BÁRCENA de 7 años, que sufre de retraso mental y parálisis parcial en una pierna y un brazo, y a su hermano MEMO de 5 años, que está dentro del espectro autista. Están sentados sobre un mantel en el suelo jugando con cochecitos "Matchbox". Un poco más atrás, GLORIA, de 34 años que trabaja de nana para los Edwards, está sentada sobre otro mantel que tiene una vajilla de fantasía que probablemente es más cara que una real, y cuida a Sofi que juega con JULY EDWARDS, de 7, VERO MATOS de 8 y ANDREA, una niña rubia de pelo casi blanco también de 8 años. Los acompaña GERARDO LARSSON, un pelirrojo rechonchito y amanerado de 10 años. CONTINUED: Paco, acompañado de RODRI DE LA BÁRCENA de 10 años, ALEX MATOS de 10 y ANDY EDWARDS de 8, aparecen de entre los árboles y les tiran cohetes a las niñas, que gritan. Algunas lloran.Los niños escapan entre carcajadas y corren chapoteando por el charco.El DR. ALEJANDRO MATOS, de 40 años, con barba de candado, dispara mientras fuma de su pipa. Junto a él, RICARDO EDWARDS, simpaticón de 39 años, OVE LARSSON, un noruego inmenso, tímido y pelirrojo de 41, y LESLIE MATOS, una gringa rubia de 38, también disparan mientras el DR. JOSÉ DE LA BÁRCENA, de 41 años, espera su turno y CELSO, el capataz de la hacienda, de 35, recarga las pistolas.A unos metros, Sofía, Claudia, Molly y Samantha están sentadas en sillas plegables, platicando. La Señora Sofía ve a los niños que corren entre los árboles. Se levanta y les grita -Molly la secunda con su fuerte acento -FLOR, una sirvienta de la hacienda, de 17 años, sirve bebidas a los adultos, acomodada en una mesa con una hielera. CONTINUED: (2) LOLA, una niña de 12 años entrando a los 19, está maquillada, viste una minifalda cortísima y zapatos de plataforma. Aprovecha la distracción de los adultos para verter whisky en su Coca-Cola. Junto a ella, CLAU DE LA BÁRCENA, de 11 años, la ve divertida pero su curiosidad aún no rebasa su obediencia. EN EL MANTEL DE LOS NIÑOS - Pepe está aburrido ya que la interacción con Jorge y Memo es difícil, y mira hacia el círculo de tiro. Se levanta y camina hacia allá.Pepe sólo señala y sigue caminando, Cleo lo sigue y llegan al- CÍRCULO DE TIRO - Donde el Dr. Alejandro Matos ha disparado sus ocho tiros y va con Celso para recargar la pistola. Llama a las mujeres en las sillas plegables -Las mujeres niegan con las manos -Las mujeres ríen, Claudia se levanta -Celso le entrega a Alejandro la pistola recién cargada mientras Leslie llega con la suya. Celso la toma y la recarga rápidamente. Pepe recoge los cartuchos tirados en el suelo, Cleo le ayuda. Ya cargada, Celso entrega la pistola a Alejandro quien se la da a Claudia - CONTINUED: (3)Clau y Lola, "coca-cola" en mano, se pasean entre los adultos. Se cruzan con Leslie -Lola sigue su camino ignorando a su madre.Lola y Clau llegan al círculo de tiro y a la aceptación masculina.Lola va con José, que le da su pistola mientras la abraza por detrás para "ayudarla" a disparar.Cleo ve a Alejandro que camina hacia la mesa de bebidas donde Flor atiende.Flor prepara la bebida. EN EL CÍRCULO DE TIRO - Todos festejan que Claudia le ha atinado a dos botellas. Dispara otras cuatro veces seguidas reventando cuatro botellas más. Todos celebran - CONTINUED: (4)Todos ríen. EN LA MESA DE BEBIDAS - Flor le da el whisky a Alejandro, y él, aprovechando la distracción general, la nalguea. Flor se escabulle aterrorizada. Más botellas revientan. INT - SALÓN - HACIENDA -- NOCHE Docenas de lámparas de pie y de mesa iluminan una inmensa nave con una enorme chimenea que devora gruesos troncos. Frente a ella, una amplia sala con vastos sillones de cuero adornados con pieles. Los adultos conversan, unos sentados en los sillones, otros de pie, todos beben y muchos fuman. Pepe está en las piernas de Sofía, Gerardo está sentado junto a su madre. Yvonne Elliman flota por el aire cantando "I Don't Know How to Love You". Las niñas juegan cartas en una larga mesa frente al ventanal que da a una terraza. Afuera, los niños tiran cohetes y lanzan escupidores. Otros niños juegan "Triominos " en el piso, y en una salita Lola, con su trago en la mano, chismea con Clau. Cleo acompaña a Yola que cuida a Memo, que hace girar un plato obsesivamente sobre el piso, y a Jorge, que juega con un cochecito. Pepe, July Edwards y Andrea Larsson entran de la terraza gritando y riendo perseguidos por un extraño monstruo. Es un esparpajo con cuerpo de paja y pieles largas, una máscara de madera cure la cara. Pareciera un un espíritu pagano y corretea a los niños más pequeños, que huyen divertidos, con un vaso de cuba en la mano. Cleo ve a Flor entrar cargando una charola con demasiados vasos de leche y licuados. Se apresura a ayudarla - CONTINUED: Los vasos de leche bailan peligrosamente sobre la charola mientras Flor pierde el equilibrio, pero Cleo llega justo a tiempo para ayudarla. Juntas, caminan a la mesa y les sirven las bebidas a las niñas. El rasgar de una aguja sobre un disco y los metales de una orquesta irrumpen a ritmo de mambo y la canción cambia: "Corazón de Melón" con Pérez Prado. Samantha se levanta con un grito y comienza a bailar -Sofía y Molly se levantan y bailan con ella, Ricardo Edwards con sueños de Ricky Ricardo se pasea vociferando -Y se integra al baile. Alejandro lo sigue y baila con Sofía. Lola y Clau también se unen, Gerardo baila con su madre, Ove con July. Benita entra al salón y busca por el cuarto. Molly intenta que Vero y Andrea se vayan a acostar pero las niñas se niegan. Cleo y Flor miran divertidas, contagiadas por el mambo. Cleo ve a - Pepe, que se une al baile y va con su madre que no le hace caso, metida en el baile con Alejandro. Benita llega junto a Cleo.Cleo la ve confundida -Cleo mira alrededor - CONTINUED: (2)Cleo la ve, divertida, y la sigue. Cruzan el salón hacia la entrada.EXT - CORREDOR - HACIENDA -- NOCHE Benita guía a Cleo, que la sigue divertida y curiosa por el corredor iluminado con velas. Dejan atrás el MAMBO y bajan - INT - ESCALERAS - PATIO INTERNO - HACIENDA -- NOCHE Las escaleras de piedra bajan a un patio interno que sirve también de bodega. Un par de hombres conversan iluminados por la luz que emana de la ventana de la cocina. Adentro, un bullicio alrededor de UN ACORDEÓN que exhala una polka ranchera. Tres perros se pasean por el patio en espera de algún regalo de Año Nuevo. Benita y Cleo entran a - INT - COCINA - HACIENDA -- NOCHE Un galerón de techos de bóveda iluminado por focos pelones anida una enorme y antigua cocina con estufas de leña, una enorme mesa, una estufa Mabe y dos refrigeradores de 1961. Los TRABAJADORES de la hacienda festejan el Año Nuevo. Benita guía a Cleo hacia la mesa. Mujeres sirven comida de grandes ollas de barro. Un hombre de 65 años toca el acordeón y un espontáneo improvisa una quebradita con Gloria, que está claramente borracha. Ve a Cleo - CONTINUED:Cleo ríe. En la mesa todos beben, algunos comen, unos vestidos para la oca sión, muchos no. Una Televisión 1959 transmite un especial de Año Nuevo del canal 2.Cleo ve a un hombre de sombrero que platica sombríamente con otros dos hombres -Cleo lo ve impresionada.Benita sirve un jarrito de aguardiente.() CONTINUED: (2) Sirve pulque en un jarro y se lo da a Cleo. Las dos brindan.Benita se lleva el jarrito a la boca y Cleo acerca el pulque a la suya cuando Gloria, bailando su quebradita, tropieza y choca con Cleo. El jarro de pulque cae al suelo antes de tocar sus labios y revienta en cien pedazos.Y sirve pulque en un nuevo jarro. Gloria sigue bailando. Cleo recibe el otro pulque pero mira preocupada el Jarro hecho añicos en el suelo. INT - PATIO INTERNO - ESCALERAS - HACIENDA -- NOCHE Cleo sale de la cocina, está un poco ebria. El patio está vacío excepto los perros que la siguen hasta que Cleo sube las escaleras al - EXT - CORREDOR - HACIENDA -- NOCHE Cleo camina por el corredor iluminado de velas de regreso al salón donde el EP toca "Mummy Blues". Ve una silueta que descansa recargada en el barandal, es la Señora Sofía. Alejandro Matos sale del salón y se acerca a Sofía por detrás y la abraza. Sofía reacciona volteando sorprendida -Alejandro intenta besarla pero ella lo rechaza.CONTINUED: Sofía lucha por zafarse.Lo empuja. Alejandro levanta las manos, resentido y resignado -Y comienza a caminar de regreso al salón.La Señora Sofía se recarga contra el barandal, confundida y agitada. Voltea hacia Cleo que se esconde tras una columna. La Señora Sofía camina de regreso al salón, Cleo espera a que se aleje y sale de su escondite, se recarga en el barandal y mira hacia la noche. Cuando sus ojos se acostumbran a la penumbra puede ver la negra silueta de los árboles frente a un cielo que pareciera estar iluminado. El cantar de los grillos se funde con "Mummy Blues", que termina con un rayón de disco, y el acordeón, que pareciera tocar una mazurca. El viento sopla suavemente. Entre la oscuridad del bosque un pálido resplandor aparece, pareciera fundirse con la noche. Cleo lo ve fascinada. "Venus" con The Shocking Blue comienza a sonar. Los perros se sueltan a ladrar. El resplandor se empieza a expandir en un cálido pulsar, atractivo, como un fuego fatuo o una aparición. Y Cleo lo ve hipnotizada, pero lo que era un suave fulgor comienza a perforar la noche con un intenso brillo que danza entre los árboles. Los ladridos son más insistentes. Un grito -CONTINUED: (2) Un barullo. Más gritos. Más ladridos. En el jardín, Celso pasa cargando una cubeta, otros peones lo siguen, todos con cubetas y bandejas que desbordan agua. Corren hacia el bosque en llamas. EXT - PEQUEÑO CLARO EN EL BOSQUE - HACIENDA -- NOCHE El enorme charco refleja llamas que bailan sobre las piedras en el suelo. El fuego se trepa a los árboles y se extiende por las ramas. Las llamas avanzan devorando los pastos del claro, el lugar donde esa tarde disparaban. Celso corre hasta el fuego y le vacía su cubeta, los peones hacen lo mismo. Regresan por más agua y se cruzan con más peones que llegan cargando diversos recipientes. El Dr. José llega cargando dos cubetas, seguido de Ricardo Edwards que carga una, más atrás el Dr. Alejandro Matos y Leslie cargan una pesada palangana. Gloria, Flor, Yola y Cleo llegan con sus recipientes, también llegan niños. Todos corren, vienen y van, los perros se mantienen a distancia. Una cadena humana se comienza a formar y todos se pasan las cubetas de mano en mano, intentando sofocar el fuego. Llega el monstruo pagano con su trago en mano. Ve su reloj -El monstruo se quita la máscara descubriendo a Ove, sudado y briago -La cadena humana comienza a funcionar con eficiencia. Pepe apaga unos pastos vaciando su tasita.Pero nadie hace caso, todos trabajan tratando de controlar el fuego. CONTINUED:Ove comienza a cantar en noruego. Es una emotiva canción de Nyttarbukk.Los niños van al charco a llenar sus pequeños recipientes y los perros los siguen, chapoteando. El reflejo se desarticula en ondas que chocan entre sí.Ove canta con convicción, sus ojos se llenan de lágrimas. 1 de enero de 1971, viernes. EXT - PEQUEÑO CLARO EN EL BOSQUE -- ALBA El rocío brilla sobre el bosque que está negro y todavía humea. Los primeros rayos del sol del nuevo año se filtran entre los árboles. En mitad del claro descansan cuatro sillas plegables, quemadas. EXT - MILPA - HACIENDA -- TARDE El Iztaccíhuatl duerme inmenso tras los cerros y los sembradíos polvorientos. La luz de la tarde se filtra por las nubes cargadas de lluvia. Un grupo de niños que corren y exploran. Toño, Pepe de la Bárcena, Ricky, Paco, Rodri, Alex y Eduardo van al frente y se lanzan pases de americano. Paco, Rodri y Alex cazan camaleones entre los surcos. Lola y Clau caminan cerca de ellos. Vero, Sofi, Gerardo Andrea y July van más atrás. Pepe y Andy van con Yola. Cleo camina con Benita. Los perros corren por doquier. Alex corre tras un camaleón, Rodri y Paco lo siguen.CONTINUED: Paco se detiene -Paco ríe -Alex se detiene.Paco hace como que se agacha y Alex lo imita. Lola y Clau llegan a ellos -Paco se agacha abajo de ella y le levanta la minifalda.Lola grita y se acomoda la falda -Alex le levanta el vestido a Clau, que grita. CONTINUED: (2)Los niños corren divertidos. Cleo y Benita se detienen. Una ráfaga de viento pasa creando remolinos de polvo, un trueno retumba suave y lluvia cae a la distancia. Cleo ve el paisaje, ensoñada. Sus manos descansan sobre su vientre -Disfruta el momento mientras se acaricia la panza. Cierra los ojos -Las campanadas de una iglesia y el balido de unas cabras se pierden en la distancia.Respira. Respira hondo. Sonríe -Cleo está en otra parte. 29 de enero de 1971, viernes EXT - TEPEJI 21 -- DÍA - (LLUVIA) El Valiant se estaciona frente a la casa, junto al Galaxie 500. El Valiant se desborda de niños. Sale uno de más, un amigo de Toño; BETO PARDO, de 12 años, con anteojos y pinta de niño bueno, ha venido a comer. Paco le muestra el Galaxie negro que tiene sus molduras y rayones recién reparados - CONTINUED:Beto apenas lo ve. Sigue su camino y entra a la casa tras Toño. INT - ANTECOMEDOR - TEPEJI 21 -- DÍA Cleo, con una panza que comienza a notarse, le corta la carne a Pepe. La Señora Teresa come en silencio. Los niños platican mientras comen-La Señora Sofía baja las escaleras y va al antecomedor.La Señora Sofía llega al comedor, está demacrada. La Señora Teresa la mira, preocupada.La Señora Sofía está ausente -CONTINUED:La Señora Sofía explota -El teléfono suena, la Señora Sofía se levanta y camina hacia el hall a contestar.La Señora Sofía regresa -Y se va a contestar el teléfono dejando a Toño fúrico. Paco le sonríe impertinente. CONTINUED: (2)La Señora Sofía contesta -Grita hacia el antecomedor -Y sube las escaleras. Cleo camina hacia el teléfono, se escucha un grito de la Señora Sofía -Cleo toma el auricular y va a colgar, alcanza a escuchar -Cleo cuelga. INT - HALL DE ABAJO - TEPEJI 21 -- TARDE Se preparan para ir al cine, la Señora Teresa también va, tanto por preocupona como por cinera. Grita hacia la planta alta -Paco y Sofi ya están junto a ella.La Señora Teresa sale al patio acompañada de Cleo, Paco, Sofi y Pepe. EXT - PATIO - TEPEJI 21 -- TARDE. El grupo llega a la puerta de la calle y la Señora Teresa la abre. El Borras aprovecha y se escapa a pesar de los intentos de Cleo y Paco por detenerlo. Paco sale corriendo - EXT - TEPEJI 21 -- TARDE Y persigue al perro y lo alcanza, lo arrastra de regreso a la casa, donde el grupo espera afuera de la puerta. Paco mete al perro y va a cerrar la puerta cuando Toño y Beto salen.Y se descuelgan caminando hacia la esquina en dirección a Insurgentes. Todos los siguen. EXT - CALLE DE TEPIC -- TARDE Toño y Beto en la vanguardia. Más atrás, Cleo y la señora Teresa cuidan a Sofi y a Pepe, que viene discutiendo de aviones con Paco.Van sobre Tepic ya cerca de Insurgentes cuando Toño y Beto, en estrategia bien planeada, se descuelgan -Y el par se aleja corriendo.La señora Teresa le pide a Cleo que los siga. Cleo emprende su misión acelerando el paso sin perder de vista a Toño y Beto, figuritas pícaras que ya van a media cuadra de distancia. Tocan timbres y corren escapando. Cleo acorta la distancia a cada paso hasta que llega cerca, pero no tan cerca, y así los sigue. CONTINUED: Los niños se arrancan al acercarse a Insurgentes, y al llegar a la avenida dan la vuelta, desapareciendo tras la esquina. Cleo se apresura y al llegar a la esquina da la vuelta a - EXT - AV INSURGENTES - CINE LAS AMÉRICAS -- OCASO Cleo llega a la avenida que rebosa de la energía de un viernes que anochece. Gente camina en todas direcciones y las luces de la calle, los coches, las vitrinas y los letreros ya están encendidas. Ve a la gente que cruza al otro lado de la avenida, donde el Cine Las Américas anuncia Melody, pero no encuentra a los niños. Se preocupa y camina por Insurgentes, hacia la otra esquina, buscando. Casi llega al puesto de periódicos en la otra esquina cuando voltea buscando hacia - EL OTRO LADO DE INSURGENTES - Y es ahí, entre la gente que sale del cine y se esparce por la acera, que ve al Señor Antonio. Va sonriente y muy ligero, dando un paso de baile torpe y extasiado para las risas y delicias de la JOVEN MUJER que va tomada de su mano. Y es ahí, también, donde por fin encuentra a Beto, escondido a un costado del quiosco de periódicos, perdido en las páginas de una Caballero. Y más allá a Toño, también revista en mano, pero su vista no está en las mujeres desnudas de sus páginas, está al otro lado de la calle, donde la gente sale del cine y su padre juega a ser Fred Astaire con una Ginger Rogers que no es su madre. El Señor Antonio tropieza en su torpe baile con una PAREJA MAYOR que se molesta. El Señor Antonio y la joven mujer se ríen y se arrancan escapando.El Señor Antonio se detiene y voltea solamente para acribillar a la pareja mayor con una ametralladora hecha de dedos y escapa con la joven mujer con la que aspira a ser Bonnie & Clyde. 24 de marzo de 1971, miércoles

DÍA Cleo viaja en un autobús que va repleto de gente. EXT - AVENIDA DE TERRACERÍA - CIUDAD NEZAHUALCÓYOTL -- DÍA Cleo baja del autobús, su panza de seis meses es obvia. El contraste con la Colonia Roma es evidente - La calle de terracería está flanqueada por grandes torres eléctricas y salpicada de baches donde se estanca el agua turbia. Las viviendas son de tabicón, cartón corrugado y lámina de asbesto, hay mucha basura y plásticos. Cleo le enseña un papel a un TRANSEÚNTE que le señala una calle que desemboca a la avenida. Cleo camina hacia la calle. EXT - CALLE - CASA - CIUDAD NEZAHUALCÓYOTL -- DÍA Cleo camina por la calle. Se respira la miseria, hay niños y perros callejeros por doquier y un riachuelo de aguas negras que corre a lo largo de la calle. Distinta música brota de cada casa. Tres perros le cierran el paso y le ladran. Cleo se agacha simulando recoger una piedra y los perros se alejan. Llega a una casa y checa la dirección en su papel, se acerca a la puerta y toca. Perros impertinentes responden a los toquidos en la distancia. Más cerca - Un gallo cacarea en una jaula de alambre junto a la entrada. Cleo espera. Vuelve a tocar cuando la puerta se abre. Es Ramón.

Cleo va sola en el asiento de atrás. Adelante, Ramón va en el asiento del pasajero. Maneja su amigo CANCHAS, que viene fumando mariguana. Le pasa el churro a Ramón que le da un jalón y se lo pasa a Cleo, que lo rechaza. EXT - ESTACIONAMIENTO - LLANO - SAN JUAN DE ARAGÓN Y CUCHILLA DEL TESORO -- DÍA El Datsun se estaciona junto a unos puestos de fritangas. Cleo sale del coche, Ramón también, señala hacia unas canchas que colindan con la pista 5 del aeropuerto -Ramón se mete al coche y cierra la puerta. El Datsun arranca y se aleja por donde llegó. Cleo camina hacia las canchas polvorientas. EXT - CANCHAS - LLANO - SAN JUAN DE ARAGÓN Y CUCHILLA DEL 106\* TESORO -- DÍA \* A LA ORILLA DE LA CANCHA - Un centenar de hombres jóvenes, uniformados de tenis y camiseta, están formados en posición de descanso, supervisados por tres instructores con aire marcial, de pants y sudadera. Ven con atención a un hombre, en pants deportivos y camiseta sin mangas, que hace una demostración de ejercicios. Cleo llega a donde una pequeña multitud se ha juntado a la orilla de la cancha a ver la demostración - El hombre hace lagartijas sosteniéndose solamente con los dedos índice. Una joven que está parada junto a Cleo le dice con admiración - CONTINUED:El PROFESOR ZOVEK cuenta hasta 150, se impulsa fuerte con los dedos índice y de un ágil movimiento se pone de pie y cruza las muñecas arriba de la cabeza. Los muchachos aplauden. Zobek extiende los brazos -Y señala a distintos Halcones a lo largo y ancho de su formación -Los Halcones se sienten aludidos.Zovek camina entre ellos. CONTINUED: (2)Zovek se detiene -Extiende sus brazos, apropiándose del público -De una mano deja colgar un trozo de venda que se extiende y se mece con la brisa polvorienta - A LA ORILLA DE LA CANCHA - Cleo y el pequeño público exclaman sorprendidos -Zovek exclama -El Profesor Zovek extiende la venda hacia un MUCHACHO al frente de las filas -El muchacho, tímido, camina hasta el Profesor Zovek y toma la venda, comienza a vendarle ojos -CONTINUED: (3) El muchacho le ha cubierto los ojos completamente al Profesor Zovek -El muchacho regresa a su fila.El Profesor Zovek flexiona sus bíceps y hace, encima de su cabeza, la figura de un rombo juntando los dedos de las dos manos. Inhala profundamente y -Y queda en silencio. Los muchachos miran expectantes. A LA ORILLA DE LA CANCHA - Cleo y el pequeño público miran asombrados. El Profesor Zovek está de pie, inmóvil, con su rombo sobre la cabeza y lentamente, muy lentamente, comienza a levantar su pie izquierdo. Se ha detenido el tiempo. El pie izquierdo se eleva doblando la rodilla hasta que el muslo queda en un ángulo de 45 grados y en esa posición se queda inmóvil. Los jóvenes esperan confundidos a que Algo suceda. A LA ORILLA DE LA CANCHA - Cleo y el pequeño público también esperan, un niño se sienta en cuclillas. El Profesor Zovek continúa inmóvil -El público ríe. CONTINUED: (4)El Profesor Zovek habla, pero continúa sin moverse -EN LAS FILAS - Los jóvenes cierran los ojos e intentan levantar un solo pie. Muy pronto pierden el equilibrio. Los instructores también lo intentan, sin ningún éxito. A LA ORILLA DE LA CANCHA - Cleo y el pequeño público también lo intentan, algún niño dura un poco más pero todos fracasan. El Profesor Zovek explica -El pequeño público comienza a darse cuenta de que - Cleo está parada en un solo pie, formando un rombo con los dedos sobre su cabeza. Los ojos cerrados y la cara plácida. EXT - CANCHAS - LLANO -- MÁS TARDE Un entrenador toca el silbato y la formación se rompe. Los jóvenes recogen sus pertenencias a la orilla de la cancha y continúan su camino al estacionamiento. Cleo los ve pasar, y en un pequeño grupo encuentra a - Fermín, que camina platicando animado. CONTINUED: Cleo quiere llamarlo pero el nerviosismo se lo impide. Fermín y su grupo la pasan de largo. Cleo por fin lo llama -Quizá un poco demasiado fuerte. Fermín voltea y al verla se detiene, otros en su grupo se paran con él. Cleo y Fermín se miran.El grupo alrededor de Fermín le hace burla -Fermín sonríe y comienza a caminar hacia Cleo mientras con un ademán despide a su grupo. Cleo y Fermín caminan el uno hacia el otro en el llano que se vacía. AL FONDO - Un Boeing 727 de Eastern Airlines despega y vuela sobre la pareja que se acerca en medio del llano.Se encuentran y se saludan de beso.Fermín comienza a caminar hacia el estacionamiento - CONTINUED: (2)Cleo titubea -Fermín se detiene -Hace la finta de unos impresionantes movimientos de aikido -Golpes relámpago, patadas precisas y contacto cuerpo a cuerpo contra el aire.Fermín se detiene en medio golpe. Sigue su camino al estacionamiento.CONTINUED: (3) Cleo lo sigue -Fermín acelera su paso -Fermín se detiene en seco y se voltea y enfrenta a Cleo -Hace unos movimientos de aikido que culminan en un golpe mortal a Cleo que se detiene a medio centímetro de su cara, y se aleja caminando.Dejando a Cleo sola en el llano vacío. 14 de mayo de 1971, viernes EXT - PATIO PEQUEÑO - TEPEJI 21 -- DÍA El Borras ladra enloquecido, Cleo lo sostiene del collar pero pareciera estar en otra parte, ensimismada en su tristeza. Su panza de casi ocho meses ya es muy grande. El anciano de las naranjas coloca tres naranjas más en un huacal en el piso que ya está casi lleno.El anciano se levanta y Adela le paga con un arrugado billete de 20 pesos. Más atrás, Cleo agarra al Borras que a cada ladrido intenta lanzarse sobre el anciano. CONTINUED: El anciano carga lentamente el inmenso saco de naranjas y lo coloca sobre su joroba. Comienza a caminar hacia - EXT - PATIO - TEPEJI 21 -- DÍA Donde Cleo sostiene al Borras, que intenta impulsarse con las patas traseras para atacar al anciano que pasa frente a ellos hacia la puerta de la calle. El anciano va a medio patio cuando el Borras da un jalón que toma por sorpresa a la ensimismada Cleo, quien lo suelta. El Borras se arranca tras el anciano, que al sentir al perro acelera hacia la puerta. El Borras lo persigue.El Borras se lanza contra el anciano e hinca sus colmillos en el enorme saco, que se rasga. Docenas de naranjas se desprenden del saco y ruedan por todo el patio. El anciano suelta el bulto y corre hacia la puerta aprovechando que el perro intenta rematar el saco. Cleo corre hacia el Borras por el piso alfombrado de naranjas. El anciano casi llega a la puerta cuando el perro cae en cuenta y corre tras él. El anciano llega a la puerta y la abre. El Borras está a punto de encajarle los colmillos cuando el anciano sale y cierra. El Borras ya no puede frenar y se estrella contra la puerta. Cleo está de pie a mitad del patio, rodeada de un océano de naranjas. INT - PLANTA BAJA - TEPEJI 21 -- DÍA La luz del mediodía rebota por las paredes del patio y se desliza por las grandes ventanas y acaricia suavemente la moderna mesa de caoba. Cleo pule la superficie con un trapo. Frota la tela repetidamente sobre el mismo espacio, como si quisiera limpiar su reflejo. CONTINUED: La casa está en silencio, sólo el rumor de una conversación. El cable del teléfono se extiende hasta el baño bajo la escalera y desaparece bajo su puerta. La Señora Sofía está adentro, hablando por teléfono. Su voz resuena en el pequeño espacio y se filtra a través de la puerta, pero pocas palabras son claras. Paco baja las escaleras lentamente, se detiene a la mitad, justo sobre la puerta del baño, y se inclina sobre el barandal intentando oír con más claridad. Cleo continúa puliendo la misma área de la mesa y por fin cae en cuenta de Paco, que baja las escaleras. Paco llega al hall y camina lentamente hasta la puerta del baño y se recarga en la pared junto a ella. Cleo suspende la limpieza de su reflejo y ve a Paco que - Se desliza y se sienta en el piso. Se recarga contra la pared y se inclina para acercar su oído la puerta. Desde el comedor, Cleo le hace señas de que se vaya, pero Paco la ignora, concentrado en escuchar la conversación que suena distorsionada por el eco del baño y apagada por la puerta -Cleo camina hacia Paco haciéndole señas. Al llegar al hall se detiene a una distancia respetuosa del baño y su conversación. Agita su trapo vigorosamente, llamando a Paco.CONTINUED: (2)Él la ve pero niega con la cabeza repetidamente. Cleo se acerca un par de pasos más, aún manteniendo su distancia, y le habla articulando las palabras pero sin hacer, casi, sonido alguno.Paco va a negar con la cabeza pero un llanto perfora los ecos y se cuela por los muros, un llanto profundo y desesperado. Paco y Cleo se paralizan, asustados, y de pronto - La puerta del baño se abre y sale la Señora Sofía cargando el teléfono. Ve a Paco que intenta escabullirse y lo agarra -Su rostro está demacrado por las lágrimas, la frustración y el dolor que explotan en - Una enorme cachetada que lo tira al piso. La Señora Sofía inmediatamente cae en cuenta de lo que hizo y se agacha junto a su hijo y lo abraza llorando -Los dos lloran en el piso, la Señora Sofía ve a Cleo a sólo unos pasos -Abraza fuerte a Paco -CONTINUED: (3) Cleo se mantiene inmóvil a un lado, deseando unírseles en el abrazo, y en el llanto. INT - CUARTO DE SOFI Y PEPE - TEPEJI 21 -- OCASO Cleo cepilla el pelo de Sofi, están sentadas en la cama. Sofi lee una carta, Cleo está ensimismada.La carta está hecha exclusivamente de dibujos en pluma azul, sin sombreados ni colores.Pepe entra al cuarto y se sienta junto a ellas, asomándose para ver la carta.Sofi considera el dibujo -CONTINUED:Sofi y Pepe contestan a coro -Y a coro también ríen. Cleo, distraída de su tristeza, voltea con Pepe y lo ataca a cosquillas, prolongando la risa. Cuando se tranquilizan, Pepe está acostado en la cama y ve a Cleo fijamente.La tristeza vuelve a invadir a Cleo -Pepe se incorpora y la ve, serio.CONTINUED: (2)Cleo sonríe tratando de cubrir su dolor. Cambia de tema -15 de mayo de 1971, sábado INT - CUARTO DE LA SEÑORA SOFÍA - TEPEJI 21 -- DÍA El cuarto brilla suavemente con la luz que entra por las ventanas y se filtra por las cortinas. Cleo acomoda ropa recién lavada en los cajones del clóset. Al abrir un cajón ve la ropa interior del Señor Antonio. Se escucha a los niños discutir a gritos desde la planta de abajo. Cleo cierra el cajón. Ve los trajes de hombre colgados. Los gritos se hacen más intensos y entre ellos se escucha a la Señora Teresa.Sofi entra corriendo al cuarto -Cleo sale al - INT - HALL DE ARRIBA - TEPEJI 21 -- DÍA Los gritos invaden el hall -CONTINUED: Cleo sale del cuarto y se asoma por el barandal de la escalera pero no puede ver bien, Sofi la sigue. Van a las escaleras. INT - PLANTA BAJA - TEPEJI 21 -- DÍA Cleo, con su panza de ocho meses, baja las escaleras lentamente acompañada de Sofi. Al bajar pueden ver - EN EL HALL - A Toño que tiene a Paco agarrado de los pelos. Paco grita furioso e intenta acomodarle patadas a Toño. La Señora Teresa está en la sala y les grita, Pepe está de pie, paralizado, junto a ella.Pero Paco logra soltarse y le pega a Toño en la cara. Toño le agarra los brazos. EN LA ESCALERA - Cleo se detiene, Sofi toma su mano -EN EL HALL - Paco le escupe en la cara a Toño, que lo suelta para darle una fuerte cachetada.Y Paco se abalanza una vez más en contra de Toño que, veloz, escapa. EN LA ESCALERA - Cleo sigue bajando.EN EL HALL - CONTINUED: Los niños no hacen el menor caso. Paco agarra un adorno de la mesa, un huevo de piedra, y - SE LO AVIENTA A TOÑO - Y vuela directo a su cabeza.Toño se agacha justo en el momento en que el huevo, veloz proyectil, pasa volando exactamente por donde estaba su cara y continúa su trayectoria por las puertas abiertas hacia el patio - ESTRELLÁNDOSE en la puerta del Valiant, estacionado afuera. La Señora Teresa corre hacia Paco y lo agarra fuertemente, lo sacude -Cleo llega al hall con Sofi, camina hacia la sala.Paco para su lucha, arrepentido. Cleo llega con Pepe y lo abraza, Sofi va con ella. La Señora Teresa suelta a Paco -Toño ve asustado la puerta del Valiant donde el huevo ha dejado una enorme abolladura en el metal. INT - COCINA - TEPEJI 21 -- NOCHE La casa está en silencio. Cleo lava platos, Adela los acomoda en las repisas. CONTINUED:Suena el claxon del Galaxie 500 - ¡Ta-ta Ta-ta Ta-ta Ta-taaaaaa…!Adela sale al patio pequeño y camina al patio. Cleo va hacia el antecomedor. INT - PLANTA BAJA - TEPEJI 21 -- NOCHE Cleo cruza el antecomedor y el comedor y va al hall. Se asoma por la puerta que da al patio. EXT - PATIO - TEPEJI 21 -- NOCHE ¡Ta-ta Ta-ta Ta-ta Ta-taaaaaa…! Adela camina a la puerta de la calle, que brilla desde afuera iluminada por los faros del coche. ¡Ta-ta Ta-ta Ta-ta Ta-taaaaaa…! Adela abre la puerta descubriendo - Los potentes faros del Galaxie 500 que iluminan el patio. El coche comienza a avanzar lentamente pero - ¡Kkkjjjjjjkkk! Su lado izquierdo raspa contra el marco de la puerta. El coche frena y retrocede unos centímetros. Ajusta su trayectoria y vuelve a avanzar - ¡Krrrraajjjjj! Ahora su lado derecho pega contra el marco. El coche frena y gira sus llantas a la izquierda. Avanza. ¡Kkkjjjjjjkkk! La moldura izquierda se atora en el marco y comienza a doblarse. El coche frena. CONTINUED: Retrocede. Avanza de nuevo y ahora la moldura derecha es la que se atora. El coche frena. Retrocede. Vuelve a avanzar y la moldura derecha es arrancada de la lámina pero ahora el coche no se detiene, se sigue de frente corrigiendo rumbo, destrozando la moldura izquierda. Y corrige rumbo nuevamente. El espejo retrovisor se atora en el quicio y es arrancado. El Galaxie 500 frena sólo un momento para seguir su marcha con mayor convicción, golpeando y abollando ambos lados, las molduras dobladas en extrañas figuras. Y por fin, el Galaxie se detiene frente a la puerta que da al hall. INT - HALL DE ABAJO - TEPEJI 21 -- NOCHE Cleo está junto a la puerta que da al patio. Afuera - La puerta del Galaxie se abre y sale la Señora Sofía. Camina tambaleándose y entra a la casa sin cerrar la puerta del coche, está evidentemente ebria. Cleo se hace un lado dejándola pasar. La Señora Sofía la ve, divertida -Y se ríe. Cleo la mira, confundida. La Señora Sofía continúa su camino y sube las escaleras, tambaleándose. 10 de junio de 1971, jueves

Ahí entrenan en las canchas. Ni se te ocurra decirle que yo te traje.

Bienvenidos. Que la Energía acoja a todos los Kombatekas reunidos esta tarde.

Tú también puedes serlo. Todo ser humano posee un gran potencial que debe ser desarrollando a través del acondicionamiento físico, si. Pero más importante aún mediante una evolución mental y espiritual.

Tú también puedes desarrollar tu potencial. Pero no esperes milagros, el único milagro radica en tu propia voluntad.

Por eso el desarrollo mental es el verdadero motor del desarrollo físico.

¡Ésta es una rutina que requiere una condición física absoluta! un control mental absoluto! ¡Solamente Lamas, los grandes Maestros en Artes Aarciales y algunos grandes atletas la pueden dominar!

Asegúrate de que queden bien cubiertos. Tienes suficiente venda.

¿Están decepcionados? ¿Esperaban el levantamiento de un jet o un elefante?

¡Pero si están siendo testigos de una proeza! ¿No me creen? Inténtenlo.

Tan sólo cierren los ojos y levanten un pie. No tienen que levantar la pierna en 45 grados como yo ni subir los brazos. Tan sólo cierren los ojos y levanten un pie.

La verdadera preparación mental es el camino a una realización física.

…les escribió cartas dizque desde Québec… ¡Nada! Sólo babosadas que les inventa. Que el paisaje es bonito, que hay muchos animalitos, que los extraña mucho pero que su investigación se sigue retrasado. ¡Puras mentiras, comi!… Ni siquiera tiene los pantalones para decirle a los niños…

Ignacio maneja, Cleo va sentada adelante y la Señora Teresa va sola atrás. Circulan lentos entre un tráfico denso. CONTINUED: Un coche estacionado que intenta salir a la calle, Ignacio frena y lo deja pasar -En las banquetas hay bullicio de jóvenes que caminan calle arriba, algunos cargan mantas con consignas.El coche estacionado deja libre su lugar e Ignacio maniobra para entrar en el. EXT - CALLE - CERCA DE LA MÉXICO-TACUBA -- TARDE El Valiant se estaciona, salen la Señora Teresa y Cleo, Ignacio las acompaña, camiones del Departamento de Limpia del DF están estacionados a lo largo de la cuadra. Caminan entre los jóvenes calle arriba, hacia la esquina controlada por vehículos de la policía, pasando frente a un grupo de jóvenes en camiseta que esperan parados. EXT - CALLE - CALZADA MÉXICO-TACUBA -- TARDE Ignacio acompaña a Teresa y Cleo que caminan lentamente, Cleo por su panza y la Señora Teresa por su cojera. Las cortinas metálicas de los locales están cerradas. Caminan frente a una larga hilera de camiones de granaderos, filas de policías y de un grupo de jóvenes, que cargan varas de caña, reunidos cerca de la esquina. Llegan a la Calzada México-Tacuba que está cerrada al tráfico. La cabeza de una enorme manifestación pasa frente a ellos, caminando de Norte a Sur, sobre la avenida. La Señora Teresa, Cleo e Ignacio se ven obligados a cruzar entre la marcha. Se funden con la multitud, unos traen pancartas y todos cantan consignas. Cuando logran cruzar al otro lado de la avenida hacia la entrada a un edificio que anuncia una mueblería en el segundo piso, con letras pintadas en las ventanas. La Señora Teresa y Cleo entran, Ignacio espera afuera. INT - MUEBLERÍA - CALZADA MÉXICO-TACUBA -- TARDE El sol de la tarde ilumina el letrero de MUEBLERIA pintado a todo lo largo de las ventanas manchando el piso con sus letras al revés. Un puñado de clientes se pasea por el local, que vende muebles económicos y funcionales. El bullicio de la marcha invade el lugar con consignas y coros. Cleo y la Señora Teresa caminan entre los muebles de maternidad. Ven una cuna -La Señora Teresa ve la etiqueta con el precio y le hace una seña a una VENDEDORA JOVEN que se acerca inmediatamente -La vendedora revisa la etiqueta.La vendedora camina hacia el mostrador. El bullicio externo se convierte en un rugido a coro de gritos despavoridos. Son las 17 horas con siete minutos. Ignacio aparece corriendo por la puerta, pánico en sus ojos. Todos en la tienda lo miran confundidos. El rugido externo se intensifica. Ignacio corre a la ventana y se asoma, otros clientes hacen lo mismo. Terror en los ojos. Cleo y la Señora Teresa se acercan lentamente y al llegar junto a Ignacio, ven también por la ventana - CALZADA MÉXICO-TACUBA - CONTINUED: La inmensa columna de estudiantes es atacada de frente por más de 100 jóvenes de tenis, camiseta y el cabello muy corto, armados con garrotes de bambú de dos metros, macanas y varillas que administran fuertes descargas eléctricas. Son los HALCONES. El grupo paramilitar ataca con furia. La multitud corre, pero más Halcones surgen por detrás y otros de las calles aledañas. Se escuchan disparos y una nube de pólvora comienza a formarse. Gente cae. Mujeres. Ancianos. Niños. ADENTRO, EN LA MUEBLERÍA - Se escuchan pasos corriendo escaleras arriba y entra un ESTUDIANTE sangrando de la cabeza, no tiene ni 20 años. Los clientes gritan alarmados. El estudiante los mira implorante y voltea asustado al escuchar ruidos en la escalera. La ENCARGADA de la mueblería le señala que entre rápido y llama a la Vendedora Joven.La joven guía presurosa al estudiante hasta el fondo de la tienda, donde está el armario, cuando - EN LA PUERTA - Aparecen TRES HALCONES. La gente aterrada, una señora comienza a llorar. Ignacio se coloca, protector, frente a Cleo y la Señora Teresa. Los Halcones ven a la joven que cierra la puerta del armario. Dos van hacia ella, uno se queda a mitad de la mueblería controlando a la gente. La joven se coloca frente a la puerta del armario, el Halcón de vanguardia la golpea y la tira al piso, abre el armario y el Segundo Halcón - DISPARA TRES VECES. El estudiante cae fuera del armario, y ya en el piso - CONTINUED: (2) EL HALCÓN LE DISPARA DOS VECES MÁS. La gente grita y el Halcón en la retaguardia los vigila amenazante. Cleo, escudada por Ignacio, ve al Halcón en la retaguardia. El Halcón en la retaguardia también la ve. SE RECONOCEN. Es Fermín. Cleo comienza a hiperventilar. Los otros dos Halcones emprenden la retirada y Fermín los sigue. Los tres salen del local. Cleo los ve irse, su respiración muy agitada. Un charco se forma a sus pies. Se le ha roto la fuente. EXT - CALLE - PORTÓN VECINDAD - CERCA MÉXICO-TACUBA -- 126\* TARDE Ignacio sostiene a Cleo y la ayuda a caminar, la Señora Teresa va junto a ellos. Gente corre aterrada en todas direcciones, se escuchan disparos y hay mucho humo en el aire. Estudiantes corren hacia ellos, aterrados, perseguidos por Halcones con varas de bambú. Ignacio jala a Cleo a la entrada de una vecindad, la Señora Teresa los sigue. Se refugian. Frente a ellos, en la calle, los Halcones alcanzan a un estudiante y lo muelen a palos. Siguen su camino. Ignacio se asoma a la calle y jala a Cleo y sale del portón para continuar su camino. La Señora Teresa los sigue. Caminan por la México-Tacuba. En el suelo, hombres y mujeres, jóvenes y viejos, yacen muertos, algunos rodeados de sangre. Una joven llora de rodillas en el piso, sostiene la cabeza de un joven. Halcones llegan y la golpean con violencia.

Ignacio, al volante, negocia con el tráfico entrando en cada hueco que encuentra.En el asiento trasero Cleo sufre contracciones, junto a ella va la Señora Teresa que la toma de la mano. INT - AV CUAUHTÉMOC - CENTRO MÉDICO -- TARDE El Valiant '64 avanza por Avenida Cuauhtémoc y da vuelta en una entrada al Centro Médico. EXT - GINECOBSTETRICIA - CENTRO MÉDICO -- OCASO El edificio, con su rampa, tiene las luces prendidas contra el cielo púrpura que quiere ser noche. Ignacio ayuda a Cleo a caminar. La Señora Teresa, más lenta, los sigue más atrás. En la explanada, mujeres embarazadas se pasean, algunas acompañadas, en espera de su parto inminente. Ignacio y Cleo entran al edificio. INT - LOBBY - GINECOBSTETRICIA -- OCASO Caos. Mujeres embarazadas se pasean en el lobby, otras aguardan con sus familiares en la sala de espera. Nombres son voceados y mujeres embarazadas son ingresadas. GRITOS y PUJIDOS de mujeres sufriendo contracciones. En la recepción, las enfermeras atienden con eficiencia la larga fila de pacientes. Ignacio entra al lobby sosteniendo a Cleo, avanzan inmediatamente hacia la recepción. Al llegar le dice a Cleo -CONTINUED: Deja a Cleo y se acerca al mostrador e intenta hablar con una ENFERMERA apuradísima -Pero la enfermera no se detiene, sólo señala -Ignacio ve la cola, y ve a Cleo que tiene una contracción más, de pie.Ignacio llama a gritos para hacerse oír por encima del bullicio de preguntas, órdenes, quejas y lloridos -Nadie parece escucharlo. Ignacio insiste -La Doctora Vélez aparece por la puerta de médicos y pacientes acompañada de un CAMILLERO RECEPCIÓN. Se apresura hacia Ignacio -Ignacio la lleva con Cleo mientras la Doctora Vélez levanta \* un brazo y el Camillero Recepción corre hacia Cleo empujando una silla de ruedas.La Señora Teresa por fin llega, está completamente sin aliento. La Doctora Vélez llega a Cleo -Cleo la mira asustada por toda respuesta. El Camillero ayuda a Cleo a sentarse en la silla de ruedas. Ignacio también ayuda. CONTINUED: (2)La Señora Teresa, rosario en mano, mira con Ignacio a Cleo que, empujada en la silla, desaparece por la puerta que va a - INT - PASILLO ELEVADORES - GINECOBSTETRICIA -- OCASO Cleo en la camilla respira asustada, va rodeada de la Doctora Vélez y el Camillero Recepción. Llegan a los elevadores y esperan. El elevador abre su puerta y entran a él. Las puertas están a punto de cerrar cuando el Señor Antonio, vestido con su bata blanca, los alcanza y también entra. INT - ELEVADOR - GINECOBSTETRICIA -- TARDE Las puertas cierran.Cleo lo mira sorprendida -El Señor Antonio intenta animarla -La Doctora Vélez sonríe -Cleo tiene una fuerte contracción -El Señor Antonio le toma la mano y se agacha para acercar su cara a la de Cleo - CONTINUED:El Señor Antonio comienza a inhalar y a exhalar soplando. Cleo intenta imitarlo mirándolo a la cara. INT - LOBBY - 6º PISO - GINECOBSTETRICIA -- OCASO El elevador abre sus puertas y la camilla con Cleo sale empujada por el Camillero Recepción. El sexto piso no tiene ventana alguna. Pasan la central de enfermeras al llegar a la puerta que da a la Sala de Expulsión, el Señor Antonio se inclina hacia Cleo -La Doctora Vélez lo interrumpe -Su excusa queda en el aire y él posa una mano en el hombro de Cleo -Y se escabulle de regreso por el pasillo. Cleo, asustada y confundida, apenas si ha registrado el intercambio. La Doctora Vélez llama a una enfermera mientras el Camillero Recepción empuja a Cleo a - INT - CUBÍCULOS DE ADMISIÓN - GINECOBSTETRICIA -- OCASO 134\* Es un cubículo separado de otros por cortinas y mamparas con una cama ginecológica al centro. La ENFERMERA ADMISIÓN ayuda a Cleo a levantarse de la silla y a sentarla en la mesa de exploracón. CONTINUED:El Camillero Recepción sale y la Enfermera Admisión ayuda a Cleo a quitarse la ropa mientras un RESIDENTE llega. No tiene mucha privacidad y puede ver, tras las cortinas mal cerradas, a otras mujeres que son examinadas. La Doctora Velez hace preguntas que ella contesta confundida.Cleo niega con la cabeza, asustada.Cleo está por cerrarse la bata cuando sufre una contracción muy dolorosa. La Doctora Vélez ordena - CONTINUED: (2)El Residente y la enfermera ayudan a Cleo a acostarse en la cama de ginecología. La Doctora Vélez la esculta por encima de la panza -El RESIDENTE osculta a Cleo y dictamina -El RESIDENTE checa con una "corneta" la frecuencia cardiaca mientras una enfermera llena documentos.La Doctora Velez, veloz, gira instrucciones -El CAMILLERO ADMISIÓN llega y acerca su camilla a la cama de exploración. El residente le pide a Cleo -CONTINUED: (3) La enfermeras y el Residente ayudan a Cleo a pasarse a la camilla. INT - PASILLO - SALAS DE LABOR - 6º PISO - GINECOBSTETRICIA -- OCASO Luces fluorecentes iluminan un pasillo con puertas esmeriladas semi-abiertas. De las salas se filtran los gritos de una mujer dando a luz. Una enfermera sale de una sala y cruza hacia otra. También se escucha, al fondo del pasillo, una puerta que se abre y al poco tiempo, aparece la doctora Vélez y la Enfermera Admisión, el Residente y el Camillero Admisión que empujan a Cleo. Al llegar al final del pasillo, la Doctora Veléz se separa de ellos y se dirige a las tarjas para lavarse las manos. El resto entra a - INT - SALA DE EXPULSIÓN - QUIRÓFANO - GINECOBSTETRICIA -- OCASO El Residente y el Camillero Admisión ayudan a acomadar a Cleo en la cama de expulsión mientras la ENFERMERA QUIROFANO le canalizan una vena y le pone puntas nazales. El Camillero Admisión y la Enfermera Admisión salen. La Doctora Vélez entra al quiófano con las manos en alto y camina a la mesa de expusón donde una mesa con material esteril la espera. Toma un campo y se seca las manos.Cleo tiene una fuerte contracción -CONTINUED:Cleo intenta soplar entre sus gemidos de dolor. Un doctor entra a la Sala con manos en alto. Es el PEDIATRA, se seca las manos. Cleo respira agitada.Y de entre sus piernas, la corona de un bebé aparece, como un sol que crece.Cleo grita.Es un grito profundo. Un grito arcáico, inmemorial.El bebé sale expulsado de entre las piernas de Cleo a las manos de la Doctora Vélez que lo recibe. El bebé no llora ni respira, está flácido y se cuelga como un trapo. Está completamente embarrado de un líquido verde. La Doctora Vélez corta el cordón umbilical y le pasa el bebé al Pediatra que lo acomoda suavemente sobre su mesita pediátrica y lo revisa con un estetoscopio. Cleo sigue toda la acción, la mesita pediátrica a solo un metro de su cara.El Pediatra pone al bebé en hiperflexión y le mete la hoja del laringoscopio por la boca. Comienza a aspirarlo con una sonda. Cleo ve que su bebé. De la boca, por la sonda, sale meconio, un liquido verde denso como sopa de chícharos. CONTINUED: (2) El Pediatra saca la sonda de la boca y mete un tubo endotraqueal y comienza ventilar con el "ambu", un resucitador manual. La Doctora Vélez trabaja sacando la placenta. Cleo ve a la bebé sobre la mesa. El Pediatra bombea el globo del "ambu" repetidamente intentando reanimarlo. Cleo ve al bebé, su cara casi cubierta por el "ambu" y descubre que es una niña. El Pediatra deja de bombear el "ambu" y checa palpitaciones con su estetoscopio -Y se dirige, suavemente, a Cleo -Cleo escucha en silencio sin dejar de ver a su bebé. Las enfermeras comienzan a limpiarle el cuerpesíto.Cleo asiente. La Enfermera Quirófano carga la bebé y la posan suavemente sobre Cleo que la abraza con la mirada perdida. La Doctora Vélez continúa trabajando entre sus piernas, limpiándola.Cleo susurra algo.CONTINUED: (3)La Enfermera Quirófano llegan a tomar la bebé muerta -Cleo asiente y la Enfermera toma a la bebé y la lleva a una mesita donde la comienza enrollar con una pequeña manta. Cleo mira como su hija desaparece bajo el envoltorio, y cuando está completamente envuelta, la Enfermera Quirófano sella las telas con cinta adehsiva. Después, toma un plumón y escribe sobre las telas del envoltorio - RECIEN NACIDA - CLEODEGARIA GUTIERREZ. 11 de junio de 1971, viernes INT - SALA DE HOSPITALIZACIÓN - GINECOBSTETRICIA -- DÍA 138\* La luz del nuevo día invade la sala. Camas enfiladas a lo largo de las paredes, donde madres recién paridas se recuperan. Algunas mujeres cargan a sus crías, otras amamantan, otras duermen. Hay moños, sobres y flores. Cleo está despierta, recostada en su cama, su mirada ausente. Una enfermera carga un bebé hasta una cama. Una mujer lo recibe emocionada y comienza a amamantarlo. La enfermera la ayuda, las dos susurran con una efusión que interrumpe la paz de la sala. Cleo no voltea a verlas, tal vez no las escucha, tiene la mirada perdida. La Señora Sofía llega a la puerta y se detiene un momento, observa a Cleo que permanece inmóvil rodeada del tenue rumor del tráfico en Avenida Cuauhtémoc que apenas despierta y el efusivo susurro de la mujer que amamanta a su bebé. CONTINUED: La Señora Sofía entra a la sala y camina hasta Cleo, se sienta en la cama y le toma la mano. Cleo la mira e intenta un esbozo de sonrisa. La Señora Sofía le aprieta la mano, es un corazón herido que intenta ofrecer un sólido apoyo que Cleo no encuentra en el vacío.

Está completa. Está en segundo plano… Expulsivo con dilatación completa, trae meconio cuatro cruces y está en asistolia.

Dicen que llegaron estudiantes heridos al Rubén Leñero y que los Halcones llegaron, ahí mismísimo a rematarlos.

Señora, su bebé nació muerto, no traía líquido. El líquido verde le tapó los pulmones. Lo sentimos muchísimo, Señora.

HUATABAMPO - TONALÁ -- DÍA \* La Señora Sofía maneja, junto a ella va Cleo, van en silencio. Dan vuelta a la derecha, dejando atrás Avenida Baja California y el rayo del sol. Manejan por Calle Ures, las dos viendo al frente, rodeadas del ronroneo del ocho cilindros que cambia velocidad automáticamente. Dan vuelta a la izquierda, en calle Huatabampo. Continúan en silencio bajo la sombra de las casas hasta la esquina con Tonalá, donde un coche espera su turno para dar la vuelta. La Señora Sofía frena detrás del coche y espera. Las dos mujeres viendo al frente en silencio. La Señora Sofía le toma la mano a Cleo y comienza a gemir. Es un gemido quieto y prolongado que brota en un lamento largo y articulado. Abraza a Cleo que permanece en silencio. El coche frente a ellas ya ha avanzado y ahora es el Valiant quien detiene el tráfico, con tres coches ya detrás de él. Un CLAXON suena. La Señora Sofía llora abrazada a Cleo. Llora toda la impotencia, todo el miedo, toda la incertidumbre y todas las humillaciones. Llora ignorando el coro de cláxones que se ha unido a su clamor. EXT - ESQUINA HUATABAMPO Y TONALÁ -- DÍA El Galaxie 500 está inmóvil y detiene el tráfico en la esquina. Los coches impacientes lo rebasan por la izquierda, algunos mentando madres. Las dos mujeres adentro del Galaxie permanecen abrazadas. 23 de junio de 1971, miércoles EXT - PATIO - TEPEJI 21 -- TARDE El patio sembrado con cacas de perro está vacío excepto por un triciclo rojo, una pelota de futbol y el Borras que está echado disfrutando los últimos rayos del sol. Un misterioso SILBIDO se filtra desde la distancia. El Borras levanta la cabeza, alerta. El silbido, triste y solitario, toma presencia, invadiendo las paredes de la casa. INT - HALL DE ARRIBA - TEPEJI 21 -- TARDE El silbido pareciera filtrarse por los muros y rebotar por los mosaicos del piso. Desde el patio, el Borras comienza a ladrar. EXT - CALLE DE TEPEJI - TEPEJI 21 -- TARDE El silbido perfora la calma de la tarde y pareciera hacer eco en las fachadas de las casas. Tepeji 21 descansa, triste y resignada, sobre sólidos cimientos que se funden con el concreto gris de la banqueta. El Galaxie 500 y el Valiant están estacionados frente a la casa. Un afilador cruza en su bicicleta tocando su silbato que impregna el tiempo con su lamento de mal agüero. EXT - PATIO PEQUEÑO -- TARDE Los periquillos parecieran querer imitar el silbido con su canto. La voz de Adela grita desde el segundo piso -INT - COCINA - TEPEJI 21 -- TARDE Cleo está sentada junto a la ventana absorta en su dolor.CONTINUED: Pero Cleo permanece inmóvil. El fatídico silbido se aleja lentamente y al fin desaparece. El Borras y los periquillos se tranquilizan. Todo queda en silencio. La luz de la tarde agoniza. Cleo no se mueve. ¡TA-TA TA-TA TA-TA TA-TAAAAAA…! El gangoso claxon de un coche repica desde la calle y los ladridos del Borras responden. ¡TA-TA TA-TA TA-TA TA-TAAAAAA…! Cleo no reconoce el claxon pero sí el ritmo de su pitido - ¡TA-TA TA-TA TA-TA TA-TAAAAAA…! Cleo se levanta y camina lentamente a la puerta y sale al- PATIO PEQUEÑO - Y lo cruza hacia el - EXT - PATIO - TEPEJI 21 -- TARDE Cleo ve a Adela abrir la puerta de la calle mientras agarra al Borras del collar, descubriendo - Un RENAULT 12TS AMARILLO PÁLIDO enfilado frente a la puerta. El pequeño coche arranca hacia adentro pasando el quicio con holgura y continúa, veloz, su marcha sin obstaculos hasta la puerta del hall. Paco y Pepe se asoman desde el hall y ven a su madre al volante del Renault. Paco grita -Paco sale y examina la carrocería del coche. Pepe se une a su hermano. Cleo se acerca un poco más mientras Adela cierra la puerta que da a la calle. CONTINUED: La Señora Sofía asoma la cabeza por la ventana del coche -La Señora Sofía abre la puerta del coche y sale -Paco se apresura a sentarse en el asiento del conductor, Pepe corre alrededor del coche y se mete al asiento del copiloto. Toño y Sofi salen al patio y ven el coche nuevo.Paco, en el asiento del conductor, protesta -Sofi se mete al asiento trasero del coche -Adela llega junto a Cleo.Sofi sale del coche -CONTINUED: (2)La Señora Sofía ve a Cleo -Cleo apenas asiente.La Señora Sofía voltea a Cleo quien la mira sorprendida.Cleo, en silencio, solo niega con la cabeza. CONTINUED: (3)Y corren hasta Cleo y le toman la mano.Cleo duda. Adela le habla en Mixteco.Sofi y Pepe brincan alrededor de Cleo, tomados de su mano.Cleo levanta la mirada y asiente, silenciosa. Los niños festejan.Y entra al hall seguida por los niños. Cleo, junto a Adela, ve a la familia que desaparece dentro de la casa. El Borras llega a ella y le lame la mano. 26 de junio de 1971, sábado EXT - CARRETERA A TUXPAN -- DÍA Palmas, ceibas y platanares dan lugar a casas pintadas de colores que compiten con las flores del follaje, y más palmas, ceibas y platanares. El Galaxie 500 pasa dando vuelta a una curva.

Cleo mira el paisaje en silencio, Pepe acurrucado en ella. Se escucha el radio que busca una estación pasando por música tropical, cumbias y anuncios de bailes locales.Los niños se emocionan, Cleo se incorpora.La Señora Sofía sonríe y pone la direccional.EXT - PLAYA JUNTO A CARRETERA -- TARDE El Galaxie se detiene junto a la arena de una larguísima playa gris, nublada y vacía excepto por el esqueleto raquítico de una construcción de tabique. La familia sale del coche. Toño y Paco inmediatamente corren a la orilla quitándose la camiseta y los pantalones y tirándolos a la arena. Sofi y Pepe los siguen un poco más atrás. La Señora Sofía se quita los zapatos y sigue a sus hijos recogiendo la ropa regada en la arena. Cleo camina hasta la orilla donde los niños juegan salpicando. Pero ella está ausente. Una ráfaga de viento arrastra la brisa, le acaricia la cara. Cleo respira el mar y cierra los ojos. Respira hondo como queriendo limpiar algo muy profundo. EXT - JARDÍN - BUNGALOWS - TUXPAN -- OCASO La luz del día que se extingue acaricia con fría suavidad el jardín de árboles frutales que rodea a los bungalows construidos en los años 40, su pintura amarilla carcomida por el salitre y el tiempo. La RECEPCIONISTA, cargando unas llaves, guía por el jardín a la Señora Sofía, Cleo y los niños, todos cargan maletas. La recepcionista abre la puerta. INT - CUARTO - BUNGALOW - TUXPAN -- OCASO La última luz del cielo que intenta dibujar las ventanas es derrotada por el foco de una lámpara de paja que ilumina la pequeña habitación con dos camas. Cleo, sentada en una, le pone una camiseta a Pepe, parado frente a ella con los brazos al aire. Cuando su cabeza sale del cuello, Pepe la ve extrañado -Cleo niega con la cabeza.CONTINUED: Cleo le sonríe, con una sonrisa que contiene llanto, y lo encamina fuera del cuarto a - INT - SALA - BUNGALOW - TUXPAN -- OCASO Otra lámpara de paja cuelga en mitad del pequeño comedor y dos lámparas a cada lado del sofá, una sin pantalla, iluminan la pequeña sala. Toño hace nudos con una piola mientras la Señora Sofía le aplica vinagre en la espalda a Paco con un algodón.A su lado, Sofi llora y llora esperando su turno.La Señora Sofía le sonríe. Cleo se sienta en el sofá y toma un algodón, lo moja con vinagre, acerca a Sofi y comienza a aplicarle vinagre en la espalda. La Señora Sofía ve a Cleo -Cleo y la Señora Sofía pasan algodones mojados sobre las espaldas de Sofi y Paco. Sofi no para de llorar. INT - RESTAURANTE - TUXPAN -- NOCHE Ilustraciones a mano de distintos platillos y un pez vela disecado adornan los muros de un restaurante familiar. Música romántica nace de una rocola acompañando el zumbido de las lámparas fluorescentes. CONTINUED: La familia termina su cena. Cleo les corta la carne a Sofi y a Pepe, que visten pijama. Toño ya terminó y hace nudos.Pero los niños están distraídos.Por fin tiene la atención de sus hijos.Los niños la ven expectantes. La Señora Sofía duda pero se da valor y -Los niños la ven confundida.Los niños la ven en silencio. Toño y Paco interesados, Sofi y Pepe confundidos. La canción termina y la rocola digiere otro veinte y expulsa un nuevo lamento.CONTINUED: (2)Sofi comienza a llorar.Sofi hunde su llanto en el seno de Cleo, Toño mira el ventilador y Paco juega con los frijoles de su tampiqueña. Sólo Pepe mira a su madre aún confundido.Pepe recarga su cabeza en Cleo.CONTINUED: (3) Voltea a ver a Cleo.Cleo no sabe que decir y ascienta con la cabeza, Sofía intenta permanecer optimista -Pero los niños no parecen muy convencidos y quedan en silencio. Aún no lo saben, pero este momento quedará grabado en sus memorias en fragmentos de imágenes, olores, sonidos y texturas - Las manchas de comida en la mesa, las pinturas en los muros, el ventilador, el paisaje de frijoles aplastados por el tenedor sobre el plato. La canción termina. La mesera llega a a mesa y empieza a juntar los platos sucios -La familia no contesta. EXT - CALLE - TUXPAN -- NOCHE La familia deambula por las calles. Van en silencio, perdidos en sus pensamientos. 27 de junio de 1971, domingo EXT - PALAPA - PLAYA DE TUXPAN -- DÍA El sol aplasta la tarde, incendiando con su brillo las olas del mar y la ardiente arena de la playa vacía. En el mar las olas se suceden, una tras otra, incesantes, arrastrando su espuma hasta acariciar la playa sin romper. Una palapa protege a la familia con su sombra y su arena fría. CONTINUED: Paco y Pepe entierran a Sofi en la arena, esculpiendole largas piernas falsas a las que agregan unos tenis como pies. La Señora Sofía lee un libro sentada en una silla plegable de tela y Toño lee un cuento de Flash acostado en una hamaca y mecido por el viento. A la orilla de la sombra, Cleo está sentada en una silla, hipnotizada por el ritmo de las olas y de la espuma que se deshace al acariciar la arena. El Tiempo que fluye lento. EXT - PLAYA DE TUXPAN -- TARDE/OCASO La luz amarilla del fin de la tarde baila con el viento, acariciando con suavidad las superficies. Paco y Sofi juegan entre las olas, brincándolas, nadando abajo de otras o resistiendo heroicos de pie. Cleo, con su vestido, está de pie junto a Pepe que hace hoyos, túneles y caminos en la arena húmeda. La Señora Sofía se acerca desde la palapa, la sigue Toño que la espera a mitad de camino. Paco y Sofi salen del agua corriendo -CONTINUED:La Señora Sofía voltea con Cleo.Cleo sólo asiente y ve a la señora Sofía que camina de regreso acompañada de Toño hacia el Galaxie 500 estacionado detrás de la palapa. Al fondo, el sol ha perdido su brillo y se asoma, redondo y rojo, entre las nubes. Paco y Sofi van de regreso al agua, Pepe los sigue.Paco y Sofi corren en la orilla, chapoteando con los pies, salpicando a Pepe.Paco y Sofi patean agua para mojar a Pepe, que se escapa corriendo pero cae en la arena seca. Cleo corre hasta él y lo levanta llorando, e intenta sacudirle los miles de granos de arena adheridos a su húmeda piel. Paco aprovecha la distracción y se aventura a ir más profundo, Sofi comienza a seguirlo cuando Cleo los descubre - CONTINUED: (2)Sofi obedece, Paco también regresa a la orilla. Cleo toma la mano de Pepe y juntos caminan hacia la palapa. Al pisar la arena más caliente Pepe se detiene y levanta los brazos.Ve hacia la orilla -Espera, y cuando está satisfecha, continúa su camino. Pepe, aún con los brazos al aire, la ve alejarse y se tira en la arena. Cleo apenas voltea -Y sigue su camino. Pepe se levanta empanizado de arena y se apresura a alcanzarla. Llegan a la palapa y Pepe se sienta en una silla, Cleo comienza a sacudirle la arena con una toalla limpia. Mira hacia el mar -CONTINUED: (3) Cleo espera a que los niños regresen a lo menos profundo y continúa limpiando a Pepe.Se levanta y ve hacia el mar -Cleo continúa viendo -Camina a la orilla de la palapa y se detiene junto a un poste y espera -Cleo, sin quitar los ojos de las olas, comienza a caminar hacia la orilla.El sol ha desaparecido tras la montaña y el cielo púrpura se carga de nubes negras. El viento levanta la arena y crea olas nuevas que chocan arrogantes contra las viejas. Cleo se detiene -CONTINUED: (4) Atrás de ella, Pepe se acerca. Cleo lo ve -Pepe, regañado, va de regreso a la palapa. Cleo ve el mar asustada y busca alrededor, pero la playa está vacía, sólo un hombre a caballo y gente que camina, pero todos lejos. Se apresura al mar. Al llegar a la orilla camina temerosa entre el agua que avanza y retrocede y choca alrededor de sus piernas, empapando su vestido de poliéster. Mira impotente hacia las olas en donde Paco y Sofi batallan, insignificantes en un mar feroz e indiferente que los lleva cada vez más adentro. Cleo intenta avanzar hacia los niños y lucha por mantener el equilibrio en el agua embravecida que ya le llega a la cintura. El viento juega con las crestas de las olas oscuras y las nubes densas están cargadas de tensión en el cielo cada vez más sombrío. Cleo mira hacia la playa pero el hombre a caballo y la gente están aún muy lejos, y resignada decide aventurarse más profundo. Una ola sumerge las cabezas de los niños. Cuando pasa, Sofi emerge pero apenas toma aire cuando otra ola la engulle. Otras olas se cruzan y al chocar revientan hacia el cielo. Cleo lucha desesperada por permanecer de pie en el caos de corrientes encontradas que la envuelve, sin dejar de mirar al frente - Donde las olas chocan, encrespadas, y cuando pasan otras toman su lugar, pero las cabecitas no emergen. Otra ola se levanta, y frente a ella una cabeza brota, es Sofi que toma aire, y al tiempo Paco surge. Voltea y mide la ola, agarra a su hermana y se impulsa con la corriente hacia la playa, pero la ola los alcanza y los aplasta, hundiéndolos. CONTINUED: (5) Cleo se acerca pero es empujada por las olas. Frente a ella, las cabecitas resurgen, Paco intenta repetir la maniobra y empuja a Sofi al frente, pero el agua los envuelve. También envuelve a Cleo, pero no logra arrastrarla. Avanza hacia Sofi que intenta nadar hacia ella. Cleo extiende su cuerpo para alcanzarla, y al jalarla, sus pies pierden contacto con el fondo y las dos se hunden. Pasa una ola galopando espuma, y atrás de ella, Cleo emerge cargando a Sofi. Paco nada detrás de ellas. En la playa se ha juntado un grupo de gente, entre ellos el hombre a caballo. Cleo carga a Sofi y finalmente logra llegar hasta aguas menos profundas, Paco la sigue un poco más atrás. Un par de muchachos corren hacia ellos pero no ayudan, sólo miran. Cleo, cargando a Sofi, llega a la orilla y se desploma en la playa, Paco junto a ella. Sofi tose y Cleo la abraza en su regazo. Los curiosos los rodean y tras ellos, la Señora Sofía, seguida de Toño, se acerca corriendo desde la palapa. Cleo limpia la arena de la cara de Sofi y rompe a llorar. Llora y abraza a Sofi y se mece con ella, que también llora. Cleo la aprieta con toda su vida. La Señora Sofía llega y se arroja al suelo junto a Cleo, le arrebata a Sofi que abraza a su madre. Paco llega a ellas y también las abraza. Toño los ve, parado junto a los curiosos, junto a él Pepe mira asustado. La Señora Sofía revisa a Sofi -Sofi asiente -La reciente memoria impulsa un nuevo llanto. La Señora Sofía ve a Cleo que llora desconsolada. Es un llanto hondo y profundo, un llanto doloroso, un llanto que lo limpia todo. CONTINUED: (6) La Señora Sofía la abraza con fuerza -Pero Cleo no para de llorar -La Señora Sofía intenta calmarla -Pero Cleo insiste entre llanto y mocos -Y se quiebra aún más -La Señora Sofía la abraza más fuerte y también llora -Las dos mujeres lloran abrazadas. Es un llanto compartido, con sollozos como arcadas, y largos silencios que explotan en prolongadas vocales. Los niños se enlazan alrededor de las mujeres, abrazándolas. Sólo Toño los mira de pie. Los curiosos se disipan. El jinete jala la riendas y el caballo sigue su camino por la playa. El mar enfurecido con sus inquietas olas refleja los últimos destellos del día. 28 de junio de 1971, lunes EXT - CARRETERA LIBRE A PUEBLA -- TARDE Sembradíos con manchones pardos de nubes se extienden entre cerros verdes y tupidos. Más atrás, los volcanes presumen sus cumbres nevadas. El Galaxie 500 avanza, minúsculo, por la carretera que cruza el paisaje.

TARDE La Señora Sofía va al volante, su dedo índice tranquilo. A su lado, Toño ve por la ventana sin mirar el paisaje. Atrás, Paco también, con la mirada perdida, deja pasar la campiña. Sofi está abrazada a Cleo, que carga a Pepe dormido en sus piernas. La familia va en silencio. EXT - CARRETERA - ENTRADA A LA CIUDAD -- TARDE La ciudad de México Distrito Federal se extiende en la distancia. El Galaxie 500 avanza, cargado de incertidumbre. EXT - CASA - TEPEJI 21 -- TARDE La casa descansa paciente y resignada disfrutando los rayos de la tarde. La banda militar de secundaria dá la vuelta a la esquina y entra a la calle marchando con sus tambores y trompetas marciales. El Galaxie 500 entra a la calle y sigue la retaguardia de la banda hasta llegar frente a la casa donde se estaciona. Toño abre inmediatamente su puerta y sale a la calle, estirándose. Pepe sale después, corre a la puerta de la casa agarrándose la entrepierna y toca el timbre. El Borras responde con sus ladridos. La Señora Sofía sale del coche y va a abrir la cajuela, Sofi sale detrás de ella. Cleo sale al final y también va a la cajuela. CONTINUED: Adela abre la puerta de la casa agarrando al Borras del collar. Pepe se escabulle por la puerta y corre, urgido, hacia adentro. INT - PLANTA BAJA - TEPEJI21 -- NOCHE El sol de la tarde atravieza ransversal por las ventanas y raya con su luz las sombras de la sala. Afuera la familia está en la banqueta -Los niños, que ya iban encaminados a la casa, se detienen y regresan a ayudar de mala gana. Adentro, el tragaluz ilumina la escalera pero apenas acaricia los mosaicos del hall. Pepe irrumpe del patio y corre al baño que está bajo la escalera, entra y cierra la puerta. Por las ventanas que dan al patio, Adela cruza, arrastrando al Borras. Se escucha el chorro caer en el escusado. Adentro, la casa espera. Pareciera ser más grande. La ausencia de los libreros ha dejado torres de libros apilados en el suelo y un aspecto de vacío. Toño entra cargando sus cosas, viene deprisa pero se detiene a mitad del hall, sorprendido por el espacio que parece nuevo. Paco entra justo después y se detiene junto a su hermano. Entra la Señora Sofía acompañada de Sofi. Suena el escusado que pasa agua en el baño y Toño da su veredicto -Toño se arranca escaleras arriba - CONTINUED:Paco lo sigue. Pepe sale del baño y sigue a su madre que sube las escaleras con Sofi -La Señora Sofía y los niños desaparecen escaleras arriba, donde ya suena la televisión. Afuera, en el patio, Cleo camina cargando tres maletas, se cruza con Adela, que regresa sin el perro.Adela continúa su camino a la calle. Cleo entra al hall, lo cruza y sube las escaleras cargando las maletas. Del piso de arriba se escucha a Pepe exclamar -INT - HALL DE ARRIBA - TEPEJI 21 -- TARDE Cleo llega al hall y deposita las maletas en el piso. La familia ha comenzado a apropiarse de los espacios - Pepe se sienta junto a Paco que ya está frente a la televisión prendida.Toño guarda cosas dentro de un cajón en su cuarto y Sofi va al suyo a recoger una muñeca. La Señora Sofía va hacia Cleo, toma una de las maletas y la lleva a su cuarto -Cleo lleva otra maleta al cuarto de Toño y Paco. Toño sale del cuarto y se sienta en el sofá individual frente a la televisión.Paco se levanta y sigue a su madre a su cuarto -Cleo sale del cuarto de Toño cargando un bulto de ropa, lo deposita junto a la escalera. La Señora Sofía sale de su cuarto seguida por Paco. Suena el teléfono.CONTINUED:La Señora Sofía llega al hall y se sienta en el sillón junto a Pepe y Sofi, que ha ocupado el otro lugar.Cleo contesta el teléfono -Baja el auricular y llama -La Señora Sofía se levanta, calmando a los niños -Y va a contestar el teléfono -Cleo acomoda la ropa sucia en un montón. Pepe llama desde su sillón -Cleo recoge el montón de ropa -CONTINUED: (2)Cleo comienza a bajar las escaleras, la Señora Sofía continúa su conversación por teléfono -INT - PLANTA BAJA - TEPEJI 21 -- TARDE Cleo baja las escaleras cargando el montón de ropa, las conversaciones de la familia y la televisión se filtran desde arriba. Al llegar abajo, cruza el hall vacío y después el antecomedor. Entra a la cocina y camina hacia el fondo. EXT - PATIO PEQUEÑO - TEPEJI 21 -- TARDE El patio, en sombras, flota en el silencio de la tarde. El Borras duerme y los pericos no cantan, sólo el rumor de la ciudad a la distancia. Cleo sale de la cocina cargando su montón de ropa sucia y cruza el minúsculo patio y comienza a subir por la escalera de metal que lleva a la azotea. Sus pasos reverberan a lo largo de la esquelética estructura en un quejido metálico que hace ecos por el pequeño patio, despertando a los pájaros enjaulados. Cleo llega al descanso frente a su cuarto y continúa su marcha hacia lo más alto. Un carro de camotes aúlla triste, a lo lejos. Paso a paso, Cleo asciende. Arriba, más allá de la azotea, el cielo es puro. Pietrasanta, 23 de septiembre de 2016.

Dis - mount! RIDERS climb down from their mounts. and only now do we realize that this is a TROOP OF BOY SCOUTS, all of them about thirteen years of age. The `` Commanding Officer'' is only their SCOUTMASTER, Mr. Havelock. One of the Scouts, a pudgy kid named HERMAN, steps away from his horse, bends over and pukes. The other Scouts rag on him.

Herman's horsesick! A BLOND SCOUT, however, befriends Herman. He has a thatch of straw - colored hair and the no - nonsense expression common to kids whose curiosity and appetite for knowledge exceed what they teach in school. Additionally, he has adorned his uniform with an authentic HOPI INDIAN WOVEN BELT.

Chaps, do n't anybody wander off. Some of the passageways in here can run for miles. Two Boy Scouts climb up the rocky base of the cliff.

TITLES END . The TWO BOYS are mesmerized by what they see . Now we realize that the Blond Scout is actually young INDIANA JONES .

I do n't think this is such a good idea. LAUGHTER is HEARD ; the Blond Scout pulls Herman forward toward its source. The VOICES GROW LOUDER now as the boys get closer to their source. The light of kerosene lanterns dances on the tunnel walls ahead. The boys approach cautiously, careful to stay hidden.

What is it? This is what they see : FOUR MEN digging with shovels and pick - axes. They have broken into one of the pueblo's SECRET CHAMBERS. called `` Kivas.'' The men are ROUGH RIDER.

. And the fourth man wears a LEATHER WAIST JACKET and BROWN FELT FEDORA HAT. He has his back turned to us, but we would be willing to bet anything that this is INDLANA JONES. However, when the man turns, and his face is illuminated by the lantern's glow, we are shocked to discover that it is someone else. We'll call him FEDORA.

Nothing. Dig in. Two of the men stand and look at ROSCOE who steps forward holding a box in his hands.

I got something, Garth! ROSCOE rushes forward and gives FEDORA the box. Fedora steps toward a lantern resting on a rock.

I got something. I got something right here. More whoops from the other men. FEDORA puts the box on the rock next to the lantern. HALFBREED pushes ROSCOE as he jumps with excitement. ROUGH RIDER steps forward to look at the box as Fedora opens it.

Shut up. Shut up. FEDORA takes a BEJEWELED CROSS from the box and holds it aloft. Fedora's comrades practically salivate at the sight of it.

Well, we're rich, ai n't we? l INDY takes off his hat and looks down at the o.s. action.

Shhhl FEDORA blows dust from the Cross, turning it in his hand, silently appraising its beauty. and its value. He seems aloof from the others ; somehow superior to them.

Hey, we got to find more stuff to bring back. INDY stays hidden, but is astounded by what he sees.

It's the Cross of Coronadol Cortes gave it to him in 15201 FEDORA continues to admire the Cross, then places it on the rock next to its box and the lantern. INDY turns back to observe the men.

That Cross is an important artifact. It belongs in a museum. A look of resolve comes into INDY's expression, and he turns back toward HERMAN.

Run back and find the others. Tell Mister Havelock that there are men looting in the caves. HERMAN does n't seem to be listening. Instead, he watches in wide - eyed horror as a SNAKE SLITHERS ACROSS HIS LAP.

Have him bring the sheriff. INDY matter - of - factly picks up the snake and tosses it aside. HERMAN gasps.

It's only a snake. INDY grabs HERMAN's scout scarf and pulls him closer.

Right. Run back. Mister Havelock. The Sheriff. What, what are you gon na do?

I do n't know. I'll think of something. INDY releases the scarf, gives HERMAN a pat and Herman dashes off. Indy sees the Cross on the rock next to the lantern. As the Robbers continue to search for additional valuables, Indy is able to work his way unseen to within arm's reach of the Cross. FEDORA looks over at the men digging in a hole b.g.

Not with your mouth. As FEDORA stands watching the other men digging, INDY puts the Cross in his pants and begins to pull himself up a rope hanging nearby. As he climbs, Indy's feet break a wooden beam, attracting the men's attention.

Get ` im! The three Robbers are so eager to get their hands on INDY, they almost knock each other over in the attempt. Only FEDORA is unperturbed. He casts a disgusted glance in the direction of his fleeing companions -- then sets off after INDY.

I brought the Sheriff. HERMAN means the SHERIFF, who now enters the house.

Let's go! Let's get him! Let's go! Indy jumps from one rock to another ; the SCOUT TROOP HORSES are below. Indy puts two fingers in his mouth and WHISTLES for his horse, who trots over. Indy puts the Cross in his belt. INDY PREPARES TO JUMP into the saddle. Hesitates. Then. he JUMPS. But the horse moves exactly at the wrong moment and Indy lands flat on his feet in a standing position. The impact sends a shock wave up his body that rattles his back teeth. Indy stands up and successfully mounts his horse. FEDORA AND HIS MEN ARRIVE at the roof's edge in time to see INDY climb into the saddle and gallop off.

Come on, kid. There's no way out of this. As INDY edges away from FEDORA, a portion of the STOCKCAR'S ROOF COLLAPSES and Indy FALLS THROUGH into the car below.

Do n't let him get awayl INDY swings down to the caboose. He sees a sign above the caboose door reading `` DR. FANTASY'S MAGIC CABOOSE.''

Okay, kid. out of the box. Now. FEDORA smiles confidently and advances toward the box. The box unexpectedly collapses ; all four sides flop away. revealing NOTHING. INDY has completely vanished. FEDORA is mystified, frustrated and angered. Then he feels a breeze at his back. He turns and discovers that the caboose door is open. He rushes out onto the balcony and sees : INDY RUNNING along the tracks, turning up a street of modest clapboard houses.

You lost today, kid, but that does n't mean you have to like it. Then, FEDORA takes off his hat and takes a step towards INDY. He holds the hat by the crown, and puts it on Indy's head, a show of respect and admiration for the boy. The hat blocks Indy's face. CLOSE ON THE TOP OF THE FEDORA HAT The hat brim fills the screen. As the brim tilts up, WE SEE the face of FULL GROWN INDIANA JONES. And. POW! he's punched in the face while his arms are pinned behind his back. FADE IN TITLE : `` PORTUGUESE COAST -- 1938''

Doctor Jonesl THREE MEN step out of the sedan. Everything about them bespeaks `` G - MAN.'' The First Man steps behind Indy.

Hey! Come back here! FEDORA puts two fingers in his mouth and WHISTLES. and A VINTAGE TRUCK AND AUTOMOBILE come ROARING OUT from behind the Pueblo.

. Now we glimpse. THE MAN IN THE PANAMA HAT The passenger in the car. His face is concealed by the hat's wide brim. His arm is out the window, however, and we see an olive - colored hand protruding from the sleeve of an expensive white linen suit. He gestures to the Robbers, now in the truck.

Now give me thatl ROSCOE makes a grab for the Cross -- but INDY does n't let go. A tug - of - war ensues until a SNAKE WIGGLES OUT FROM INDY'S SHIRTSLEEVE and WRAPS AROUND Roscoe's hand. ROSCOE SCREAMS BLOODY MURDER -- releases his grip on the Cross and tries to shake off the snake. This is all the opportunity Indy needs. He LEAPS ONTO THE NEXT CAR.

Yahoo! As ROSCOE runs outside INDY sees -- through the screen door -- the MAN IN THE PANAMA HAT waiting patiently beside the car that is parked out front. Roscoe approaches and gives the Man the Cross -- the Man hands Roscoe some money in exchange. The SHERIFF tips his hat and leaves.

Mister Havelock! Anybody Everybody's lost but me! He hears RUNNING FOOTSTEPS BEHIND HIM and dashes off. ROUGH RIDER, HALFBREED, and ROSCOE are quick to appear and run after him.

Oh. INDY jumps back in horror. only to land with a SQUISH into the SNAKE VAT.

Oh. Oh. Hundreds of slippery, squirming snakes. INDY sinks into them. They cover him. Engulf him. Almost smother him. INDY jumps out of the side of the vat, freeing himself. INDY locates a clean - out door at the bottom of the car and uses it to escape. HALFBREED, meanwhile, tries to open the closed window of the car. He groans. ROUGH RIDER moves to assist him.

Holy smokes! INDY kicks ROSCOE away. Roscoe rolls to the edge of the car but keeps from falling. Indy flips over onto his stomach.

Ohhh! INDY's eyes take a moment to adjust to the dark. A bit of sunlight leaks in through the cracks between the boards. Then INDY sees it. At the far end of the boxcar. Rising slowly to its feet. an AFRICAN LION. The Lion ROARS. The boxcar walls shake. Indy gasps. Dust swirls up into the shafts of sunlight. And INDY has one more surprise in store : The Cross of Cortes has been dislodged from his belt during the fall. INDY glances around, sees a coiled LION TAMER'S WHIP hanging on a nail. He carefully takes it down by the handle. The Lion sees this and GROWLS SOFTLY. INDY swallows hard and gives the whip a try. It unravels awkwardly, its TIP flying back and HITTING INDY IN THE FACE. CUTTING his chin. The Lion GROWLS LOUDER. Indy quickly gathers up the whip, wets his lips, and tries again. This time -- success! The WHIP CRACKS SHARPLY. The Lion BELLOWS and SWATS the air. and steps back. INDY looks amazed and delighted. He CRACKS the whip again. The Lion backs away even more. Indy inches forward -- bends down.

-- picks up the Cross -- and steps back again, sweat pouring down his face. But now. how to get out? He looks up at the opening through which he fell and sees FEDORA LOOKING DOWN AT HIM. Fedora extends his hand.

Magic? He glances back at the men and quickly opens the door to the caboose, stepping inside. FEDORA puts out his arm, gesturing for the others not to follow INDY.

One, two, three, four. Now we see what HENRY is concentrating on. We see his hand sketching ; then, he holds up one finger.

One. two. three. four. An ancient car is heard arriving. Perhaps INDY glimpses it going past the window. Anyway, it stops outside the house. Two men sit in the front seat. HERMAN sits in the rear, BLOWING A TRUMPET. INDY's reaction : Trouble! HENRY is just finishing the sketch.

Just the man I want to see! Now, there were five or six of them.

Well, yes, sir. It's right here! INDY shows the CROSS, more or less handing it to the SHERIFF to make his point. The Sheriff takes it casually.

the search for fact. Not truth. If it's truth you're interested in, Doctor Tyree's Philosophy class is right down the hall. Laughter.

So forget any ideas you've got about lost cities, exotic travel, and digging up the world. Eve do not follow maps to buried treasure and `` X'' never, ever, marks the spot. MARCUS BRODY approaches Indy's classroom. He peers through the window in the door to see INDY completing his lecture.

Seventy percent of all archaeology is done in the library. Research. Reading.

We can not afford to take mythology at face value. The BELL RINGS. INDY stands at his desk as students begin to disperse. A pretty coed puts a note on the desk.

Next week : `` Egyptology.'' Starting with the excavation of Naukratis by Blinders Petrie in 1885. I will be in my office if anybody's got any problems for the next hour and a half. BRODY approaches as the last of the students leaves the lecture hall.

We can discuss my honorarium over dinner and champagne tonight. He turns back toward BRODY, now holding the Cross.

Shush! Shush! Shushl INDY shoulders his way to the desk of his secretary, an overwhelmed Teaching Assistant named IRENE.

Okay. Irene, put everyone's name on a list, in the order they arrived, and I'll see each and every one of them in turn. The Students descend upon poor IRENE, each claiming to be first. INDY slips into his - PRIVATE OFFICE where he goes to his desk and finds a thick envelope with a foreign postmark on it.

`` Venice, Italy.'' Then, INDY stuffs his mail into his coat pockets, goes to the WINDOW, slides it open and STEPS OUT INTO THE GARDEN.

I know who you are Mr. Donovan. Your contributions to the museum over the years have been extremely generous. Some of the pieces in your collection here are very impressive.

Well, it's sandstone. Christian symbol. Early Latin text. Mid - Twelfth Century, I should think.

. who drinks the water I shall give him, says the Lord, will have a spring inside him welling up for eternal life. Let them bring me to your holy mountain in the place where you dwell. Donovan pours champagne into several fluted glasses as Indy reads.

Across the desert and through the mountain to the Canyon of the Crescent Moon, to the Temple where the cup that --'' Suddenly INDY stops and looks up at DONOVAN with a startled expression.

`` Where the cup that holds the blood of Jesus Christ resides forever.''.

Grail lore is his hobby. He's a teacher of Medieval Literature. The one the students hope they do n't get. The door opens and MRS. DONOVAN steps into the room. She's a matronly woman in an expensive evening gown.

What good is it? This Grail Tablet speaks of deserts and mountains and canyons. Pretty vague. Where do you start looking? Maybe if the Tablet were intact, you'd have something to go on. But the entire top portion is missing.

I've heard this one as well. Two of these brothers walked out of the desert one hundred and fifty years after having found the Grail and began the long journey back to France. But only one of them made it. And before dying of extreme old age, he supposedly imparted his tale to a -- to a Franciscan friar, I think.

That's usually when the ground falls out from underneath your feet.

You've got the wrong Jones, Mister Donovan. Why do n't you try my father?

He's an academic A bookworm. He's not a field mans He pushes open the door. He enters the house and calls out.

Dad? Dad? INDY opens one half of the curtains dividing the hall from the sitting room. We see the place has been ransacked. BRODY sees INDY's face and opens the other half.

I do n't know. But whatever it is, he's in over his head! BRODY picks up some mail from Henry's cluttered desk.

Mail! That's it, Marcus! He immediately empties his pockets of his own mail taken earlier in the day from his college office and finds the envelope with the Venice postmark.

It's Dad's Grail Diary. Every clue he ever followed. Every discovery he made. A complete record of his search for the Holy Grail. This is his whole life. Why would he have sent this to me?

Do you believe, Marcus? As INDY asks the question, he turns to a PAINTING on the wall : A depiction of Christ on the Cross, his blood being captured in a golden chalice. A SECOND PAINTING on the wall shows Eleventh Century Crusaders plummeting to their deaths over a high cliff. One Crusader, however, floats safely in midair because he holds the Grail in his hands.

Call Donovan, Marcus. Tell him I'll take that ticket to Venice now.

I do n't know. Maybe he'll know us. Suddenly a WOMAN comes up to him. Attractive features. Blonde hair. Eyes that are bright and intelligent.

Who? Attila the Professor? He was never giddy, even when he was a schoolboy! INDY ca n't take his eyes off ELSA. Perhaps he's feeling a bit like a schoolboy himself right now. As they cross over a bridge to the opposite side of the canal, Indy steals a flower from a street vendor. He holds it out to Elsa.

Right here. In Dad's Diary. You see? BRODY glances at the Diary, then at the window -- noticing that the Roman numerals in question have been worked into the window's design.

My dad sent me this Diary for a reason. Until we find out why, I suggest we keep it to ourselves.

Dad was n't looking for a book about the Knight's Tomb. he was looking for the Tomb itself ELSA wears a blank expression.

Do n't you get it? The Tomb is somewhere in the library! You said yourself it used to be a church! Look. INDY's eyes travel up one of the four huge marble columns.

Three! INDY has discovered that each Column is numbered with a Roman Numeral. Indy hurries away toward Column VII. All BRODY and ELSA can do now is try to keep up with him.

And ten. Now where's the ten? Look around for the ten. INDY walks past aisles of book - lined shelves. He stops, turns, then looks down.

Three, seven and ten. He climbs a spiral staircase leading up to a LOFT and looks down at BRODY and ELSA. The floor beneath their feet is an elaborate tile design containing a huge `` X'' -- visible only from this higher angle.

`` X'' marks the spot. INDY rushes down the staircase and goes to the CENTER TILE where the two sides of the X intersect. He blows dust away from the tile and tries to pry it up, but can not. INDY rushes past BRODY to a cordon held in place by a brass stand underneath the stained - glass window. INDY raises the brass stand and timing his actions, hits the tile precisely as the Librarian stamps a book. The Librarian regards the stamper curiously. INDY continues to pound at the tile as the Librarian resumes his stamping, still puzzled by the SOUND ECHOING through the library. Finally INDY breaks the tile. As he bends to remove the pieces of broken tile, a TWO - FOOT SQUARE HOLE IS REVEALED. Cold air and a wet, rancid smell escape from the hole.

Look after this for me, will you? Then INDY disappears into the hole.

Come on. INDY and ELSA glance around. This is really a horrid place. Dark and dank. foul smelling. Elsa turns. She removes a cigarette lighter with a unique ivory four - leaf clover design. INDY and ELSA inspect markings carved onto the walls.

That's right. If there's a Knight of the First Crusade entombed down here, that's where we'll find him.

Pretty sure. INDY holds the lighter up and he and ELSA enter another dark passageway. ANOTHER PART OF THE CATACOMBS INDY steps to the wall and runs his hand over the stone. He scrapes the cobwebs away to reveal the ROMAN NUMERAL `` X.''

Watch out. ELSA now holds the lighter as INDY rams his shoulder into the wall. The wall collapses on impact and Indy falls through into another room. ANOTHER ROOM - THE CATACOMBS as INDY falls through the hole in the wall onto rocks surrounded by bubbling, green, slimy liquid. More skeletons surround him, resting in their carved niches. ELSA holds the lighter as she peers in at him through the hole in the wall.

Petroleum. I could sink a well down here and retire. INDY reaches up and tears a piece of cloth from one of the skeletons, which breaks apart and falls into the oil - slick water. INDY uses the scrap of cloth and a bone to fashion a crude torch, which he then dips into the oily water.

Give me the lighter. ANOTHER PART OF THE CATACOMBS Using the cloth - wrapped bone torch to guide their way, INDY and ELSA come upon a NARROW PASSAGEWAY. The water is knee - deep and TEEMING WITH RATS. Thousands of them Crawling on one another's backs. SQUEALING. Squirming. Thrashing in the water.

Oh, rats. ELSA gasps as the rats scamper between her legs. INDY moves forward through the rat - infested water as ELSA follows, still gasping in horror. Suddenly he slips into a hole. Recovering his balance, he reaches out to Elsa.

Come onl She gasps once again, terrified. INDY lifts her and carries ELSA as he moves forward. THE CATACOMBS - THE HOLE IN THE WALL KAZIM and his men step to the opening Indy made earlier and shine their flashlights through to the rat - infested water. ANOTHER PART OF THE CATACOMBS More rat - infested water as ELSA, now walking again, follows INDY through another passageway lined with skulls and bones. INDY reaches for a wall to steady himself and inadvertently grabs a skeleton. A bone comes loose in his hand as rats scurry about and leap at him from all directions. He takes a moment to compose himself, then steps across the water to ELSA's side. He steps into the water, then reaches up to help Elsa do the same.

Come here. LARGE BURIAL CHAMBER The chamber is flooded with black, briny water.

Look. In the center of the chamber, jutting up above the water, is what amounts to an `` island altar'' on which SEVERAL ANCIENT COFFINS rest. They move toward the altar. INDY and ELSA begin to inspect the ornately carved COFFINS like the scholars of antiquity that they are. These are big oak caskets held together by straps of etched brass.

This is itl we found it! Look -- the engraving on the Shield. It's the same as on the Grail Tablets The Shield is the Second Marker! INDY unfolds a piece of paper and holds it over the shield.

It's a rubbing Dad made of the Grail Tablet. The missing portion of the rubbing is completed by the shield.

He never would have made it past the rats! He hates rats! He's scared to death of them! CLOSE - A HAND as it lights a match. PULL BACK TO REVEAL KAZIM dropping the lighted match into the oil - slick water. INDY AND ELSA ELSA holds the torch. INDY looks around. Listens. Something is wrong. And then he sees the GLOW OF FIRELIGHT dancing across the Catacomb walls. This is followed by THOUSANDS OF RATS FLEEING from around the corner of the Narrow Passageway, STAMPEDING toward ELSA and INDY -- SHRIEKING and SQUEALING as they approach. The rats literally wash over them -- like a rodent tidal wave -- in their efforts to escape a : HUGE ORANGE BALL OF FIRE ROARING around the corner hurtling towards them -- feeding on the oil slick ; consuming the oxygen. ELSA SCREAMS.

Get back! Back against the wall. INDY braces his back against the altar and TOPPLES THE COFFIN with his feet. It CRASHES against the stone platform and SPLASHES into the water.

Quick! Under it! They jump into the water beside the bobbing, overturned coffin.

Air pocket! ELSA hesitates. INDY literally DUNKS her and pushes her underneath. UNDER THE COFFIN ELSA surfaces into the air pocket created by the coffin, SPUTTERING and SPITTING. Now INDY pops up into the air pocket. He looks at ELSA -- they are both soaking wet.

I think I've found a way out. Deep breath. ELSA groans. They take a deep breath and both dive under the water.

Ah, Venicel Indy's delight, however, is short - lived since KAZIM and TWO OTHER TURKISH AGENTS are running towards them with drawn guns. He grabs ELSA by the hand and the two of them run down the dock and LEAP INTO A MOTORBOAT.

Are you crazy?! You do n't go between them! ELSA can barely hear INDY over the noise of the motor.

I said do n't go between them! It's purely academic at this point since the hulls of the the two Freighters loom up on either side of them like cavern walls.

The Knights of the First Crusade laid siege to the city of Alexandretta for over a year. The entire city was destroyed. BRODY lowers the ice pack from his head and looks at INDY.

The present city of Iskenderun is built on its ruins. Marcus -- you remember what the Grail Tablet said. `` Across the desert and through the mountain to the Canyon of the Crescent Moon.''

Marcus, get hold of Sallah. Tell him to meet you in Iskenderun. INDY closes the Grail Diary and puts it into the pocket of his robe.

Look, what do you think is going on here? Since I've met you, I've nearly been incinerated, drowned, shot at, and chopped into fish bait. We're caught in the middle of something sinister here. My guess is Dad found out more than he was looking for. And until I'm sure, I'm going to continue to do things the way I think they should be done. He pulls her to him and kisses her.

Leave me alone. I do n't like fast women. But he embraces her, and ELSA begins to nibble at his ear.

Do n't know. Think of something. He glances up to the beret ELSA is wearing. She reaches up and adjusts it.

And not before time! Did you intend to leave us standing on the doorstep all day? We're drenched! As INDY says this he pushes his way past the startled BUTLER, pulling a handkerchief from the man's pocket. ELSA follows, taking off her coat. INDY SNEEZES HARD.

Now look! I've gone and caught a sniffle. INDY dabs at his nose with the handkerchief as ELSA looks on in amused amazement.

Do n't take that tone with me, my good man. Now buttle off and tell Baron Brunwald that Lord Clarence MacDonald and his lovely assistant are here to view the tapestries.

Dear me, the man is dense. This is a castle, is n't it? There are tapestries?

How dare he?! Simultaneously knocking the BUTLER cold with one slug on the jaw. The Butler falls against a wall tapestry, sliding down to the floor, out cold.

Nazis. I hate these guys. INDY and ELSA continue down the hallway. Indy carries a gun in his hand and his whip hangs from his belt. He steps to a closed door and listens.

Because it's wired. He studies the situation for a moment, then decides to enter one of the other doors. He knocks at the door -- there is no response. He looks back at ELSA and enters.

Do n't worry. this is kid's play. I'll be right back. He leans out the window and wraps his bullwhip around some wires that protrude from the castle wall above the next window. He gives the whip a forceful tug to make certain it will hold his weight.

Yes, sirl This reply is a kneejerk reaction on Indy's part. Now they look at each other.

I came to get you! What do you think? NAZI VOICES ARE HEARD approaching. INDY and HENRY press themselves against the wall, Henry still holding the broken vase in his hand. INDY steps to the window and looks down. HENRY moves to a lamp, holding the vase under the light for a closer look.

It's a great moment in HENRY's life. He turns aside, lost to himself for a moment, then turns to INDY with joy.

Yeah? INDY's interest is a moment which becomes important later but for now it passes.

Yeah. Then. BAMI The door is kicked open and three NAZIS enter. One is an S.S. OFFICER. The other two are SOLDIERS with machine guns. HENRY and INDY raise their hands. S.S. OFFICER Doctor Jones!

I told you - He turns and sprays the room with machine gun fire, cutting all three NAZIS to ribbons and blowing them backwards across the room.

What?! INDY is thrown. He does n't know what to do. He looks at ELSA, then back to his father. Everyone is yelling at once :

Wait! Waitl And then Indy gives in. He drops the machine gun to the table and it slides across, SHATTERING GLASS. HENRY GROANS audibly. VOGEL releases his grip on ELSA and shoves her toward INDY. She is propelled directly into his arms. He holds her tightly. She buries her face in his chest.

No, do n't be. Her hand slips into his coat pocket and removes the Grail Diary.

She ransacked her own room and I fell for it. How did you know she was a Nazi?

The hell you will. He's got a two - day head - start on you, which is more than he needs.

Brody's got friends in every town and village from here to the Sudan. He speaks a dozen languages, knows every local custom. He'll blend in. Disappear. You'll never see him again. With any luck, he's got the Grail already. HENRY looks amazed and impressed.

I'm sorry you think so. She runs her hand down the side of his face. INDY pulls away. INDY and HENRY are still tied back - to - back of course. ELSA bends to speak quietly into INDY's ear. which is near enough to Henry's ear.

Let's try and get these ropes loose. We've got to get to Marcus before the Nazis do!

Are you kidding? -- I made that up! You know Marcus -- he got lost once in his own museum! Indy and Henry are pulling at the ropes with great urgency.

Can you try and reach into my left jacket pocket? HENRY is able to wiggle his hand towards Indy's coat pocket. INDY squirms his body around towards Henry's hand.

Try and burn through the ropes. HENRY's fingers open the lighter and ignite the flame.

Do n't get sentimental now Dad -- save it'til we get out of here.

All right, movel Move! Rock your Chair. Do what I do. They begin to rock their chair legs, inching their way off the burning carpet.

I think I can get these ropes off. Indy struggles to free his hands. His foot kicks out and accidentally hits a metal grill that operates a Secret Door.

Whoopsl The fireplace floor rotates like a Lazy Susan and Indy and his father find themselves in the :

Listen Dad. I'm almost free. INDY's foot hits the grill again. and the fireplace rotates to :

I'm out, Dad! INDY finally breaks free. And he immediately begins to untie his father.

Dead end. HENRY looks horrified by what he's been forced to do as INDY searches frantically for an exit.

There's got to be a. a secret door around. A passageway or something. INDY begins to run his hands over the walls -- frantic.

Great. More boats. INDY boards one of the motorboats and STARTS THE MOTOR.

Ooofl No! It's been better than most. INDY moves back to the dock and pushes the boat away. HENRY looks confused.

Ha! FOUR NAZI SOLDIERS ON MOTORCYCLES They chase down the road after INDY and HENRY. INDY turns the motorbike down a smaller, dusty tree - lined road. HENRY gasps as he is jostled about in the sidecar. One of the NAZI SOLDIERS gives chase along a higher road running in the same direction.

Half the German Army's on our tail and you want me to go to Berlin? Into the lion's den?

Two selfless martyrs. Jesus Christl HENRY slaps him across the face. INDY is rocked to his foundations, not by any means entirely by the blow itself.

This is an obsession Dad. I never understood it. Never. Neither did Mom.

Fraulein Doctor. Where is it? Still startled, her reaction makes it clear that Indy is even now a lover in her thoughts.

Where is it? I want it. INDY pushes ELSA against a column and begins to search her clothing for the Diary. He pulls the book from Elsa's pocket.

My father did n't want it incinerated. She understands him. It's as though he slapped her.

Yet you stood up to be counted with the enemy of everything the Grail stands for -- who gives a damn what you think?

I've got it. Let's get the hell out of here. They move off and almost run headlong into HITLER and his entire entourage coming down from the Podium. 50 kids push their autograph books for Hitler's signature. HITLER pauses to sign them. Hitler looks Indy's way. They make eye contact. It only lasts a moment but the moment is electric. HITLER breaks the spell by taking the Grail Diary from him, opens it to the first page and signs his autograph. He hands it back and moves on.

Relax. But INDY looks out the window and is suddenly concerned when he sees : VOGEL AND A GESTAPO AGENT rushing across the tarmac toward the Zeppelin.

Tickets please. The Passengers do not react to the request, made in English.

Fahrscheine meine Dame. Bitte. VOGEL approaches HENRY, still hidden behind his newspaper. Again, VOGEL uses his walking stick to lower the paper, revealing Henry's face.

No ticket. Everyone else with a ticket quickly produces it and waves it in Indy's face.

That's not all we shared. It's disgraceful. You're old enough to be her fa - er, her grandfather!

Do you remember the last time we had a quiet drink? I had a milk shake.

A regret. It was just the two of us, Dad. It was a lonely way to grow up. For you, too. If you had been an ordinary, average father like the other guys' dads, you'd have understood that.

What you taught me was that I was less important to you than people who had been dead for five hundred years in another country. And I learned it so well that we've hardly spoken for twenty years.

Well, I thought it would take them a lot longer to figure out the radio was dead. Come on, Dad. Move! Then INDY opens the doors. We see plenty of blue sky and white clouds. We also see a small BIPLANE that is suspended from the Zeppelin by a HOOK & CRANE DEVICE.

Dad, you're gon na have to use the machine gun. Get it ready. HENRY turns and grips the MOUNTED MACHINE GUN with a perplexed expression.

Twelve -- eleven -- ten. Eleven o'clock. Fire! HENRY does -- and the EXPLODING GUN nearly shakes him out of his seat. Indy's slow speed and small size works to his advantage. The speeding Messerschmidts continually overshoot him, WHIZZING past in a blur -- making wide turns miles away in the sky. HENRY has one of the Messerschmidts in his sight. He pulls back on the trigger - RATTA - A - TAT - TAT! RATTA - A - TAT - TAT! The Messerschmidt banks to the left, but HENRY keeps it in his gun sight. Henry swings the gun around, inadvertently CUTTING HIS OWN REAR STABILIZER IN HALF.

Hang on, Dads We're going in! HENRY slumps down fearfully in his seat.

Thanks. Suddenly, INDY's attention is directed to : TWO SCREAMING MESSERSCHMIDTS coming in low. Guns BLAZING. As BULLETS EXPLODE around them, INDY and HENRY jump over a stone barricade. Henry, frightened, grabs at Indy.

Dad, he's coming back. INDY and HENRY run down the mountainside to : A DESERTED MEDITERRANEAN BEACH - DAY INDY and HENRY run to the shoreline. Indy reaches for his gun, tucked in his pants. He opens the chamber -- the GUN HAS NO BULLETS. THE MESSERSCHMIDT swings around and is coming in for another pass. INDY AND HENRY exchange a wordless glance. They do n't even think about running : there is no place to run to. HENRY hands his case to INDY. Holding his umbrella, HENRY suddenly spins around and runs screaming and shouting into A FLOCK OF SEA GULLS. THE SEA GULLS take to the wing in flight. Thousands of them. INDY Bullets kick up sand leading up to him. then -- THE MESSERSCHMIDT AND THE SEA GULLS meet in midair. MASSACRE! Sea gulls are shredded by the Messerschmidt's whirling propeller blades into a FEATHERY WHITE PUREE that SPLATTERS against the cockpit and CLOGS THE ENGINE. ENGINE SPUTTERS. STALLS. Silence. The Messerschmidt falls from the skies and EXPLODES in an OFF CAMERA SOUND EFFECT. INDY stands as before -- stunned -- a statue. HENRY walks back to INDY.

Ah, I see Brody. He seems okay. They've got a tank. Six - pound gun. Then Donovan notices a reflection from the hills. What he sees is : THE SUN REFLECTING OFF THE LENSES OF INDY'S BINOCULARS

Dad, we're well out of range. At that moment the tank FIRES A SHELL in their direction. It WHISTLES overhead and BLOWS UP THE PARKED CAR. INDY, HENRY and SALLAH cover their heads as automobile fragments rain down upon them.

Who cares? As long as they're keeping Donovan busy. Dad, you stay here while Sallah and I organize some transportation. CUT BACK to the action. The BRETHREN are firing at the DONOVAN party and are being fired on by the Donovan party. TWO NAZI SOLDIERS throw HAND GRENADES into the cliffs. They EXPLODE, killing one of Kazim's Brethren. The battle continues -- a fierce exchange of GUNSHOTS, GRENADES and MACHINE GUN FIRE with losses on both sides. INDY AND SALLAH crouch behind a rock watching as men on both sides of the battle run amongst camels and horses.

No camels! DONOVAN AND ELSA They look down at KAZIM who lies mortally wounded on the ground at their feet. ELSA looks saddened.

Dad! Dadl Get it! VOGEL pulls INDY from the tank entrance, yanking on the chain wrapped around his neck.

Get out of there, Dad! INDY pulls HENRY and BRODY from the tank. VOGEL pulls himself back atop the tank armed again with the shovel which he swings at Indy, who ducks and grabs Vogel's arm.

Dad! HENRY is bouncing across the treads like a rag - doll. INDY struggles to hold onto the end of the bullwhip.

Hang on, Dad! SALLAH draws his horse next to the treads. He tips his fez to HENEY.

I thought you had too, sir. BRODY and SALLAH are moved by this sudden reconciliation.

`` The Breath of God. Only the penitent man will pass. Only the penitent man will pass.'' INDY takes a few steps forward.

`` The penitent man will pass. The penitent man.'' INDY stops. He is about to reach the spot where two men have just died. HENRY looks at INDY. Indy looks at Henry.

The penitent man will pass. The penitent. the penitent. The penitent man.

Kneel! We hear the awful rush of air -- WHOOSH! Because INDY is in the act of kneeling, only his hat is knocked off and his hair flies in his face. Instinctively he ROLLS FORWARD on the ground out of harm's way and looks up. From his new position he is able to see what is causing all the trouble : A RAZOR SHARP TRIPLE PENDULUM. INDY gets cautiously to his feet. Now he sees the pendulum has been guarding a SMALL CORRIDOR which turns a corner to the left fifty yards ahead. Wooden wheels turn -- the mechanism controlling the spinning blades. INDY loops a rope around the wheels, jamming the mechanism and stopping the blades in mid - swipe.

`` The second challenge is the Word of God. Only in the footsteps of God will he proceed.''

The Word of God. The Word of. INDY pulls away some cobwebs to reveal a cobblestone path. Each cobble is engraved with a letter.

`` Proceed in the footsteps of the Word.'' HENRY lifts his head painfully.

The Name of God. Jehovahl HENRY still lies in SALLAH's arms. BRODY leans over him.

`` J.'' INDY takes a step and immediately a stone breaks away and INDY falls up to his hip - his leg stuck through the hold where the stone once was. HENRY reacts.

In Latin, `` Jehovah'' starts with an `` I.'' `` I''. Now we SEE each letter on the stones as INDY carefully walks forward. DONOVAN and ELSA follow in his footsteps.

`` E''. `` H''. `` O''. `` V''. `` A''. INDY sighs with relief and steps forward to : THE GREAT ABYSS INDY stands in a small opening, just small enough for his shoulders to squeeze through and beyond that a 100 foot drop to the rocks below and 100 feet across, nothing but a rough, stony cliff wall. BACK TO INDY He can see nowhere to cross. He looks again to the v - rail Diary.

`` The path of flood. Only in the leap from the lion's head will he prove his worth.'' INDY looks around and then he notices that inscribed into the rock above his head is the head of a lion.

Impossiblel Nobody can jump this! INDY looks down into the Diary and tortures over what it is asking him to do. BRODY rushes forward and calls to INDY.

Listen, I do n't have time to explain, but -- At that moment DONOVAN and ELSA appear. Donovan turns to face the display of cups.

There's only one way to find out. INDY goes to the well and fills the earthenware jug with water, then pauses. INDY brings the jug to his lips and takes several large swallows. A strange sensation overcomes him, a feeling of peace and contentment. and we see his wounds begin to heal.

Dad, come on. Get to your feet. ELSA steps forward and picks up the Grail. She turns to INDY, her face alight with possession of the Grail.

Elsa, do n't cross the Seal. The Knight warned us not to take the Grail from here. A RUMBLING SOUND IS HEARD and the ground roars and shifts. Dirt falls from the ceiling of the cavern. ELSA falls on the Great Seal. The Grail bounces away from her grasp. She reaches for it and the ground beneath her begins to SPLIT OPEN. ELSA slips into the crevasse. She screams. ELSA is hanging perilously in the abyss, with the Grail almost within her reach. As her hands lose their grip, INDY just manages to one of them, he himself sliding forward across the slanted floor.

Elsa. Elsa do n't. Elsa. Elsa. Give me your other hand, honey. I ca n't hold you.

Elsa! Give me your hand. Give me your other hand! ELSA just manages to touch the Grail. In doing so, she has tipped the balance too far -- INDY slides down another yard, Elsa loses her grip and falls screaming to her death.

Elsa! Now the ledge INDY lies upon begins to break apart. HENRY grabs one of his hands as Indy struggles to reach the Grail with the other.

I can get it -- I can almost reach it, Dad. INDY looks down into the black bottomless pit beneath him from which nothing can ever be retrieved.

Please, Dad. INDY and HENRY down the passageway just as a huge stone column tumbles down upon the spot where they stood. The GRAIL KNIGHT lowers his arm as he watches them leave.

I've got a lot of fond memories of that dog. A moment passes as they all ready their mounts and SALLAH continues to laugh at INDY.

Come on. Get him! INDY SPURS his mount on to greater speeds but the autos not only keep pace with his horse. they begin to squeeze in on it. Speeding Autos. Thundering hooves. Rushing wind. Flying dust. INDY crouched low and leaning forward in the saddle, his heart pounding, his adrenalin pumping. INDY VEERS OFF in a new direction -- toward a RAILROAD TRACK.

This is the second time I've had to reclaim my property from you --

Throw him over the side. THE DECK OF A PORTUGUESE CARGO SHIP It's NIGHT. RAIN POURS down. We're in the middle of a violent STORM AT SEA. Thirty - foot waves crash across the deck. The TWO PORTUGUESE SAILORS.

propel INDY across the deck toward the rail. As they pass a BUNDLE OF FUEL DRUMS, INDY uses the Two Sailors as leverage to KICK UP HIS FEET and break open the CLAMP on the metal bands that hold the drums together. INDY jabs his elbows into the stomachs of the startled Sailors and rushes toward the MAN IN THE PANAMA HAT. PANAMA HAT sees INDY coming and hurries toward the ladder that leads up to the bridge. Indy withstands the force of waves crashing on the deck and makes his way to where Panama Hat is climbing the ladder. He pulls him off the ladder from behind the two men fall down on the deck. Indy takes the cross back from Panama Hat. A sailor delivers a powerful blow to Indy's face, sending the cross flying out of his grip and skittering across the deck. Indy grabs a crowbar and fends off two sailors who attack him from the sides. INDY sees that the Cross is about to be swept overboard. He lunges for it. He SNATCHES UP the Cross only to be knocked down to the deck by a giant wave. He struggles to his feet, managing to avoid the giant fuel drums sliding across the deck around him. SEVERAL MORE DRUMS come INDY's way. He sidesteps them all.

Grab him, he's getting away! Grab him! Indy turns around and pummels two sailors with one punch. Indy sees a large Stevedore's hook above him and he climbs up on crates to reach it. He grabs a hold of the hook and uses it to swing all the way across the deck, narrowly avoiding a huge wave behind him. He jumps into the rollicking ocean, still holding onto the cross. On the ship, a giant fuel drum rolls wildly, falling directly onto a crate of TNT. The crate explodes, causing the entire ship to blow, sending an enormous orange fireball into the sky. LONG SHOT - THE BOAT EXPLODING OUT OF THE WATER as bits of debris fall from the sky like rain. INDY BOBS UP in the water amid the debris, holding the Cross in his hand. He grabs for something to keep him afloat. It turns out to be one of the ship's LIFE PRESERVERS. INDY loops his arm through the preserver. Only now do we see the FADED LETTERING on the preserver revealing the destroyed ship's name and city of port :

We never get to see the PROFESSOR 's face in this scene . So INDY CHARGES IN .

Junior! No question who is the boss here. INDY gulps, his look says `` What am I going to do with this guy?'' And obeys -- starts counting, VERY, VERY FAINTLY.

Late Fourteenth Century, Ming Dynasty. HENRY is all about the broken vase which he still holds in his hand. Father and son get onto crossed lines for a couple of moments.

Thank God! HENRY has clearly been concentrating entirely on the vase. he is examining the broken end carefully.

it's fake. See, you can tell by the cross section. HENRY throws the vase against the wall where it SHATTERS.

Well, I am sorry about your head, though. But I thought you were one of them.

But better safe than sorry. HENRY slides his umbrella through the straps of his bag.

Humpf -- so I was wrong this time. But by God, I was n't wrong when I mailed you my Diary. You obviously got it.

Alexandretta. of course. on the pilgrim trail from the Eastern Empire. Oh, Junior. INDY winces, and would interrupt but suddenly it's not the moment.

I knew I had to get that book as far away from me as I possibly could. INDY's hand moves unconsciously to his pocket. His eyes turn inward.

You doltl Do you think that my son would be that stupid that he would bring my Diary all the way back here? At which point an awful thought strikes HENRY.

Take it easy?! Why do you think I sent it home in the first place?

Oh yeah? And who's gon na come to save you, Junior? INDY's eyes blazes His nostrils flares He's so pissed off, he literally RIPS A MACHINE GUN from the hands of one of the startled soldiers. and for a moment we think he's going to use it on his dad.

She talks in her sleep. INDY nods, and then the statement catches up with him. He looks at HENRY with surprise.

I misjudged you Walter -- I knew you'd sell your mother for an Etruscan vase. But I did n't know you'd sell your country and your soul to the slime of humanity.

Marcus?! You did n't drag poor Marcus along, did you? He's not up to the challenge.

Thank you. It was rather wonderful. She smiles and kisses INDY passionately. HENRY glances back and looks rather disappointed. VOGEL appears to remind ELSA of her appointment.

You said he had two days' start. That he would blend in. Disappear!

Very good. HENRY yelps as the cigarette lighter burns his hand. He drops the lighter to the floor. Henry kicks at the lighter, trying to reach it, but can not. The rug starts to burn. INDY does n't know it yet.

Oh. BANGING, ROCKING and HOPPING their chairs, they work their way INTO THE FIREPLACE -- the only safe place from the now ROARING FIRE.

Our situation has not improved. INDY glances over his shoulder at HENRY.

I find that if I just sit down and think. HENRY sits on a chair which tips back, hitting the wall behind it. The floor at INDY's feet suddenly begins DROPPING AWAYI INDY grabs a railing to keep from falling, but loses his grip and plunges through the opening which has formed a SPIRAL STAIRCASE. He rolls down the stairs.

the solution presents itself. HENRY follows INDY down the staircase.

Would you say this has been just another typical day for you? Huh? HENRY tosses his case at INDY who catches it and angrily throws it back to his father.

Oh, yes. But I found the clues that will safely take us through, in the Chronicles of St. Anselm.

I wrote them down in my Diary so that I would n't have to remember

That's for blasphemy. The quest for the Grail is not archaeology. It's a race against evil. If it is captured by the Nazis, the armies of darkness will march all over the face of the earth. Do you understand me?

Oh yes, she did. Only too well. Unfortunately she kept her illness from me until all I could do was mourn her.

My boy, we are Pilgrims in an unholy land. Then. Indy sees something that makes him stop in his tracks. WE PAN ALONG HIS LINE OF SIGHT to : THE PODIUM where high - ranking Officers of the Third Reich stand flanking ADOLF HITLER as they oversee the rally. ANOTHER ANGLE ELSA is walking away in an open area, background of torches, vehicles, Nazi Officers. one of whom is now none other than INDY, coming up to her before she knows he is there. His voice is quiet and tough, his eyes hard.

Good. INDY and HENRY show their papers to the Boarding Guards, then join the line of passengers, which has already begun to move toward a : MOORED ZEPPELIN Ten stories tall and longer than two football fields : Flying in the grand tradition!

When we're airborne, with Germany behind us, then I'll share that sentiment.

Ships that pass in the night. HENRY opens his Diary and begins to thumb through it.

Did I ever tell you to eat up? Go to bed? Wash your ears? Do your homework? No. I respected your privacy and I taught you self - reliance.

Very well. I'm here now. He closes the Diary and leans back in his seat.

What do you want to talk about? Hmmm? INDY stutters uncomfortably as HENRY stares at him, waiting for a response.

Look, we have work to do. When we get to Alexandretta we will face three challenges.

`` First, the breath of God. Only the penitent man will pass. Second, the Word of God, only in the footsteps of God will he proceed. Third, the Path of God, only in the leap from the lion's head will he prove his worth.''

I do n't know. We'll find out. Sunlight falls across the table from the window. INDY reaches for the drink. The bar of sunlight turns like the hand of a clock over the tabletop across the drinks. We see INDY puzzled. Only for a moment.

What happens at eleven o'clock? INDY uses his arm to demonstrate that he's referring to a direction and not a time.

Son, I'm sorry. They got us. INDY looks back at the missing tail section, then at his father. The plane begins to go down. INDY struggles to control its descent.

Well, they do n't come any closer than that! HENRY looks out the windshield and sees the second Messerschmidt SCREAMING out of the sky toward them.

I suddenly remembered Charlemagne. `` Let my armies be the rocks and the trees and the birds in the sky.''

INDY wears a proud expression as he watches HENRY walk down the beach.

Now they have the map! And in this sort of race, there's no silver medal for finishing second.

`` Genius of the Restoration --'' Now BRODY tugs his ears, flaps his arms and touches his head.

It's a rescue, old boys Come on. As HENRY starts to climb out of the tank, TWO NAZI SOLDIERS DROP DOWN from above, their Lugers drawn. They are followed by VOGEL.

It tells me that goose - stepping morons like yourself should try reading books instead of burning them. DONOVAN appears at the turret cover.

Junior? Junior? Junior! The NAZI SOLDIER swings his fist, knocking HENRY off his seat.

Did n't I tell you it was a rescue, huh? A NAZI SOLDIER appears and pulls HENRY down. VOGEL raises the shovel above his head and brings it crashing down on INDY, still hanging from the protruding gun. INDY loses his grip and now hangs from the gun suspended only by the strap of his leather pouch. He screams as the gun scrapes against the cliff wall, sending stones tumbling down over him.

Where's Marcus?! Before INDY can answer, VOGEL is up and swinging with the shovel. Indy ducks but the shovel catches HENRY sending him over the side and onto the moving tread. INDY grabs his whip, knocking VOGEL aside. As HENRY speeds toward the front of the tank to certain doom, INDY, with lightning speed, whips out his bullwhip, wrapping the end of the whip around Henry's right ankle.

Oh, God. I've lost him. And I never told him anything. I just was n't ready, Marcus. Five minutes would have been enough. And then. looking dazed and bewildered, INDY STAGGERS UP BEHIND THEM. He joins the others at the edge of the cliff, looking down at the wreckage below with a bewildered expression. Finally, Henry becomes aware of his presence. HENRY says nothing. He just looks at Indy, overcome with emotion. Finally, he throws his arms around him.

I thought I'd lost you, boy. After a moment, Indy's head clears. And he becomes aware of his father's embrace. Something he has n't felt in a long time -- if ever. And it touches him. He hugs his father back.

Well -- well done! Come on! HENRY pats INDY on the back and Indy collapses, sitting hard on the rocky cliff edge. Unaware, HENRY, SALLAH and BRODY start to walk away. Henry turns back to see INDY still sitting on the ground.

Let's go then. why are you sitting there resting when we're so near the end? Come on -- let's go! HENRY turns and walks toward the horse with BRODY and SALLAH. Suddenly the FEDORA, borne on the wind, BLOWS INTO SCENE and lands at INDY's feet.

`` Only the penitent man will pass. Only the penitent man will pass.''

The penitent man. The penitent. INDY takes a step forward through the cobwebs.

No. BACK TO INDY holding the Grail Diary, reading once again, his fedora now covered in cobwebs.

The Name of God. BACK TO INDY as he studies the cobblestones before him.

But in the Latin alphabet, `` Jehovah'' begins with an `` I.'' BACK TO INDY

Oh dear! BACK TO INDY who grunts as he pulls himself from the hole, the v - rail Diary in his hand.

You must believe, boy. you must. believe. We see him do it. We see him leap into space. We see that he is in midair. We see that he is not going to make it. His hands claw for the opposite wall but he is going to fall 100 feet to his death. And then -- he does n't! He appears to be held up by thin air as he lands on his hands and knees. INDY looks around and down and now he figures it out. Ingeniously, the First Crusaders have painted a pathway to align with the rocks 100 feet below. It is a perfect forced perspective image of the rocks below with lines from a hundred feet continuing six feet below his sight line where his feet are stepping. It's painted to blend in with the rocks below. Highly evolved camouflage. in perfect alignment with everything we see below. When INDY leans out to the left or right. that's when he sees the perfect alignment shift that betrays the trick. Indy throws some dirt on the bridge and he crosses it like the first Crusader from the painting over Henry's desk. Indy crawls through a small opening in the side of the cliff and enters a Temple. A vast array of chalices is displayed on the altar of this small Temple. Perhaps a hundred or more. Many sizes, many shapes, some gold, some silver, but they all glitter and shine. INDY is mesmerized by their number and their beauty. And then he realizes that a man is praying at the altarl He has his back turned to INDY. but he is dressed as what he is! A GRAIL KNIGHT. CLOSE ON THE GRAIL KNIGHT But we ca n't see the Grail Knight's face. The visor of his helmet is down. Perhaps we see his eyes. When the GRAIL KNIGHT sees INDY he gets wearily to his feet and, surprisingly, prepares to give combat. taking up his two - handed broadsword. he comes at Indy, attempting to swing the huge, heavy sword but finding the effort almost too much. Indy dodges two or three clumsy swings of the sword, making no attempt to fight back. until the Knight, exhausted, drops the sword and collapses. Indy approaches him and raises the visor and we see that the Knight is a very ancient man.

Junior! Junior! With her free hand, ELSA is trying to get the Grail. INDY ca n't save her unless she gives him her free hand. She has to choose.

Indiana. Indiana! INDY snaps his look up to his father. His father has never called him this before.

. let it go. INDY abandons the Grail and grabs onto HENRY with both hands. HENRY pulls him up to safety. THE GRAIL KNIGHT looks through the falling debris to INDY and HENRY. SALLAH and BRODY rush from the crumbling Temple.

Elsa never really believed in the Grail. She thought she'd found a prize.

Me? Illumination. HENRY and INDY mount their horses. Henry turns back to his son.

I'm glad to see that. because the rightful owner of this Cross wo n't press charges, if you give it back. FEDORA enters the house, followed by ROSCOE, ROUGH RIDER and HALFBREED. He politely removes his hat and holds it in his hand. He nods at INDY in a friendly manner.

He's got witnesses, five or six of them. The SHERIFF and FEDORA are in Cahoots The SHERIFF hands the Cross to FEDORA. ROSCOE reaches in and takes it from Fedora, then runs out the door.

Good day. FEDORA remains behind for a moment. He turns and speaks to INDY in an ironic man - to - man way.

You've got itl INDY removes the cloth - wrapped Cross from his desk. He places it on the desk and takes off his glasses as BRODY examines the Cross.

Well done, Indy. Very well done, indeed This will find a place of honor in our Spanish collection. INDY gathers up his books and makes his way toward the door.

Your father and I have been friends since time began. I've watched you grow up, Indy. And I've watched the two of you grow apart.

I've never seen you this concerned about him before. They climb the porch and notice that the front door is ajar. They exchange a quick look of concern as they enter.

It's today's mail. And it's been opened. INDY turns and sees the pile of torn papers and envelopes. Then something hits him.

What is it? INDY uncovers a small book. It looks like a JOURNAL or DIARY. Indy flips through it : Page after page of handwritten notes and drawings. BRODY glances at it with great curiosity.

The search for the Cup of Christ is the search for the divine in all of us. BRODY sees that INDY is unsatisfied by this response.

But if you want facts, Indy, I have none to give you. At my age, I'm prepared to take a few things on faith.

Oh, well. That's good. Thank you. BRODY and DONOVAN shake hands. INDY steps from the back seat of the limo. He turns back to Donovan and shakes his hand.

Yes. Uh, how will we recognize this Doctor Schneider when we see him?

That's right. The Woman, DR. ELSA SCHNEIDER, extends her hand to BRODY.

Where? INDY whips out the Grail Diary and opens it to the sketch he noticed in the airplane.

Well, now we know the source of the numbers, but we still do n't know what they mean. INDY and BRODY now see ELSA approaching. Indy quickly tucks the Diary back into his pocket.

Uh, yes. Three, seven and tent That window seems to be the source of the Roman numerals.

Ohhhh. KAZIM gestures with his gun toward the now - unconscious BRODY. The other two men take Brody's hands and drag him into one of the book - lined aisles.

It's better, now I've seen this. It's the name of a city. `` Alexandretta?'' Hmmm. INDY, wearing a bathrobe, leans over to study the impression.

Your father would know. Your father did know. Look. He made a map. BRODY picks up the Grail Diary.

He must have pieced it together from clues scattered through the whole history of the Grail Quest. A map with no names. INSERT : A PENCIL - DRAWN MAP It covers two pages of the Diary. BRODY's finger moves across it.

Now, he knew there was a city with an oasis due east. Here. He knew the course turned south through the desert to a river, and the river led into the mountains. Here. Straight to the canyon. He knew everything except where to begin, the name of the city.

Does anyone here speak English? Or even ancient Greek? A Man in the crowd holds out a cup of water to BRODY.

No water, no thank you. No, fish make love in it. BRODY continues through the crowd past various STREET VENDORS. A Woman holds a chicken out to him.

Thank you so much. No, I do n't like that. No, I really do n't want. No, no, thank you very much. No, thank you, madam. I'm a vegetarian. The Woman walks away, leaving BRODY alone in the crowd.

Does anyone understand a word I'm saying here? SALLAH shoulders his way through the mob toward BRODY.

Yes, but do n't panic. Everything's under control. Have you. have you arranged our supplies?

Oh, this map will show you. It was drawn by, uh. BRODY searches in his coat pocket for the map as a SINISTER MAN approaches.

Did you say? Uh, uh. SALLAH puts the newspaper in front of the SECOND MAN's face, then punches him through the newspaper.

I'd rather spit in your face. But as I have n't got any spit. VOGEL snatches the canteen away from BRODY before he can drink.

You're meddling with powers you can not possibly comprehend. HENRY and SALLAH are at INDY's side as he views Donovan's party in the distance. Parked nearby is a CAR containing all of their supplies.

Arghhh! Oh! They exchange an old University Club toast, swinging their arms at one another and missing. Then HENRY flaps his arms and tugs his ears.

How does one get off this thing? As INDY winds up to punch VOGEL he catches BRODY in the face on the backswing, then completes the movement and knocks Vogel down.

Doctor Jones! I'm so glad you're back! Your mail is on your desk. Here are your phone messages.

This is your appointment schedule. And these term papers still have n't been graded. INDY takes the term papers then turns to enter his PRIVATE OFFICE. Students once again CLAMOR for his attention : `` Doctor Jones!'' `` Wait, Doctor Jonesl'' `` My grade!'' `` Sign my registration card!'' INDY silences the mob with a raised hand.

I trust your trip down was comfortable, Doctor Jones. My men did n't alarm you, I hope. He shakes hands with INDY.

Well, like yourself, Doctor Jones, I have a passion for antiquities.

Have a look over here. This might interest you. DONOVAN goes to a table where an object is wrapped in cloth. He throws back the cloth revealing a flat STONE TABLET -- about two feet square, inscribed with letters and symbols. INDY looks impressed. He puts on his glasses to make a closer examination.

My engineers unearthed it in the mountain region north of Ankara while excavating for copper.

Can you translate the inscription? Translating the inscription is no easy matter, even for someone as knowledgeable as INDY.

The Holy Grail, Doctor Jones. The chalice used by Christ during the Last Supper. The cup that caught His blood at the Crucifixion and was entrusted to Joseph of Arimathaea. INDY rubs his chin with a dubious expression as he takes the glass of champagne DONOVAN now offers him.

Eternal life, Doctor Jones! The gift of youth to whoever drinks from the Grail.

Including your father's, I believe. INDY stiffens slightly at the mention of his father, nods.

Be along in a moment, dear. He leans over and kisses her cheek. MRS. DONOVAN sighs to herself and returns to the party. INDY, meanwhile, has turned his attention back to the Grail Tablet, obviously hooked by its archaeological promise. He moistens his finger with champagne and rubs it over the tablet. DONOVAN steps up next to Indy.

Hard to resist, is n't it? The Holy Grail's final resting place described in detail!

Just the same, an attempt to recover the Grail is currently underway. INDY has to shake his head at DONOVAN's apparent lack of judgment.

Let me tell you another `` bedtime story,'' Doctor Jones. After the Grail was entrusted to Joseph of Arimathaea, it disappeared and was lost for a thousand years before it was found again by three Knights of the First Crusade. Three brothers, to be exact.

Not `` supposedly,'' Doctor Jones. DONOVAN produces an ANCIENT LEATHER - BOUND VOLUME with very brittle pages. INDY views the manuscript with considerable interest.

This is the manuscript in which the friar chronicled the Knight's story. it does n't reveal on location of the Grail, I'm afraid. but the Knight promised that two `` markers'' that had been left behind would.

This Tablet is one of those `` markers.'' It proves the Knight's story is true. But as you pointed out -- it's incomplete.

Now, the second `` marker'' is entombed with the Knight's dead brother. Our project leader believes that tomb to be located within the city of Venice, Italy.

As you can now see, Doctor Jones, we're about to complete a great quest that began almost two thousand years ago. We're only one step away.

We've hit a snag. our project leader has vanished. Along with all his research. Uh, we received a cable from his colleague, Doctor Schneider, who has no idea of his whereabouts or what's become of him.

I want you to pick up the trail where he left off. Find the man and you will find the Grail.

Did n't I warn you not to trust anybody, Doctor Jones? DONOVAN smiles benignly and flips through the Grail Diary.

Doctor Schneider There're pages torn out of thisl ELSA rushes to DONOVAN's side. she takes the Grail Diary from him. Elsa takes a look for herself -- then glances up at Indy.

Where are these missing pages? This maps we must have these pages backs HENRY gives INDY a look of surprise. Indy smirks.

Take this Diary to the Reich Museum in Berlin. It will show them our progress, ahead of schedule. Without a map, I'm afraid it's no better than a souvenir. He hands her the Grail Diary.

Always do what the doctor orders. DONOVAN leads VOGEL out. The NAZI GUARDS follow. Once they are gone, ELSA turns to INDY.

Well, we have Marcus Brody. But more important, we have the map. A RADIO OPERATOR steps forward with yet another written message for DONOVAN.

`` By the personal command of the Fuhrer. Secrecy essential to success. Eliminate the American conspirators.''

These pages are taken from Professor Jones' diary, Your Highness. And they include a map that pinpoints the exact location of the Grail. DONOVAN and the SULTAN walk together through an archway.

However, Your Highness, we would not think of crossing your soil without your permission, nor of removing the Grail from your borders without suitable compensation.

Precious valuables, Your Highness, `` donated'' by some of the finest families in all of Germany. The SULTAN gets up from his chair and walks toward the trunk. He goes right past it and begins to inspect the Nazi staff car parked nearby.

You're welcome. Somebody else is also taking note. and we see that it is KAZIM, the spy at the court. ELSA is revealed coming down the stairs toward DONOVAN and VOGEL.

Well, Marcus, we are on the brink of the recovery of the greatest artifact in the history of mankind.

Put Brody in the tank. KAZIM peers over a rock, pointing his rifle at the group below.

Well, in this sun, without transportation, they're as good as dead. BULLETS EXPLODE off the vehicles and cliff. DONOVAN and ELSA duck. A NAZI SOLDIER falls from the tank as BULLETS EXPLODE around him. KAZIM'S MEN, BRETHREN OF THE CRUCIFORM SWORD, continue to FIRE. ELSA and DONOVAN take cover beside the parked car.

It's Jones, all right. ANGLE ON INDY'S GROUP INDY and HENRY, followed by SALLAH, take cover behind a rock to watch Kazim's Men and the Nazi Troops exchanging fire below them.

The Canyon of the Crescent Moon. Now ELSA peers through the binoculars.

Helmut, another volunteer! TWO NAZI SOLDIERS force another Turk forward. Suddenly. The SOUND OF RIFLE BOLTS being cocked. Everyone turns to discover INDY and his party surrounded by NAZI SOLDIERS. Indy's group are relieved of their guns. FULL SHOT - THE TEMPLE INDY, HENRY, BRODY and SALLAH are brought forward by the Nazi Soldiers. ELSA's eyes light up : glad Indy's not dead. she controls herself and continues more coldly.

Step back now, Doctor Schneider. Give Doctor Jones some room. He's going to recover the Grail for us. INDY laughs.

Impossible? What do you say, Jones? Ready to go down in history?

Nazis?! -- Is that the limit of your vision?! The Nazis want to write themselves into the Grail legend and take on the world. Well, they're welcome. But I want the Grail itself. The cup that gives everlasting life. Hitler can have the world, but he ca n't take it with him. I'm going to be drinking my own health when he's gone the way of the Dodo.

You know something, Doctor Jones? you're absolutely right. Then DONOVAN shifts his aim, just a bit, and SHOOTS HENRY. The bullet enters his side below the ribs.

Get back! HENRY collapses. Blood flowing from the wound. BRODY and SALLAH rush to his assistance. INDY spins toward DONOVAN with murder in his eyes. DONOVAN points the gun at him :

The healing power of the Grail is the only thing that can save your father now. It's time to ask yourself what you believe. INDY takes in the situation. The two decapitated men lie a few yards in front of him. He walks to the entranceway, flanked by two stone lions. We get silent reaction shots -- ELSA -- SALLAH -- BRODY -- DONOVAN -- registering their different emotions INDY proceeds forward. His hands open the Grail Diary.

I'm not a historian. I have no idea what it looks like. Which one is it?

Thank you, Doctor. ELSA and INDY exchange looks. He thinks he is seeing her in her true colors. ELSA chooses a cup -- a solid gold, emerald encrusted goblet. DONOVAN instantly takes it from her.

Oh, yes. It's more beautiful than I'd ever imagined. This certainly is the cup of the King of Kings. DONOVAN rushes to the well and fills the goblet with water.

Eternal life! DONOVAN drinks from the goblet. Then, DONOVAN'S entire body starts to convulse. His face contorts in agony. He grabs his stomach and turns toward ELSA.

What. is. happening. to. me? He starts to age -- fast! His hair grows long and gray and brittle. His face sinks. Fingernails curl back on themselves. Milky cataracts coat his eyes. ELSA gasps and screams.

What. is. happening? His skin turns brown and leathery and stretches across his bones until it splits. His skeletal hands reach for ELSA's throat, choking her. INDY rushes forward and pushes DONOVAN away. As he falls he BODY BREAKS INTO FLAMES, then SHATTERS AGAINST THE WALL.

I knew it was you -- She looks at him with an appraising expression that is brazenly flirtatious.

-- you have your father's eyes. INDY is instantly attracted to her.

Looks like the best parts have already been spoken for. INDY grins, enjoying the repartee. The WOMAN turns to BRODY, who tips his hat.

Doctor Elsa Schneider. INDY's grin fades. BRODY registers a look of surprise.

The last time I saw your father we were in the library. He was very close to tracking down the Knight's Tomb. I've never seen him so excited. He was as giddy as a schoolboy.

Yes. I have something to show you. She hands a slip of paper to INDY.

I left your father working in the library. He sent me to the map section to fetch an ancient plan of the city. When I got back to his table -- he'd gone -- with all his papers -- except for that scrap which I found near his chair. INDY extends the scrap of paper to BRODY.

Here is the library. They have arrived at the front steps of the library.

In this case it's the literal truth. We're on holy ground. These columns over here. She indicates FOUR HUGE MARBLE COLUMNS that go from floor to ceiling.

were brought back as spoils of war after the sacking of Byzantium during the Crusades. INDY glances at the Columns, then notices a Stained - Glass Window that depicts a Knight of the Crusades. Indy lingers for a moment in front of the window.

Now please excuse me. The library's closing in a few moments. I'll arrange for us to stay a little longer. The minute ELSA is out of earshot.

Find something? INDY does n't reply. He's looking in five directions at once. His eyes moving across the walls and ceilings -- charged with the thrill of discovery.

You do n't disappoint, Doctor Jones. You're a great deal like your father.

Lower me down. INDY is impressed with Elsa's spirit, and cooperates agreeably -- holding her by the hands and lowering her into the hole. When her feet finally touch ground below, Indy releases his grip on her and slips the Grail Diary to BRODY.

The Christians would have dug their own passages and burial chambers centuries later. INDY takes the lighter from her and lights their way down a dark passageway.

What's this one? INDY only has to give it a quick glance to know.

Look at the artistry of these carvings and the scrollwork. One coffin is elevated above the others.

It's this one. Together they begin to push on the lid -- STRAINING and GROANING until it slides away and BANGS against the stone platform. INSIDE THE COFFIN lie the DECOMPOSED REMAINS of a KNIGHT IN ARMOR. INDY and ELSA look in. Elsa gasps.

What? INDY disappears under the water and swims out from under the coffin.

What? UNDER THE WATER INDY swims, looking for an escape route. UNDER THE COFFIN The rats are beginning to force their way inside, swimming through the water and climbing on ELSA, who squirms and screams in terror. INDY pops back up through the water.

Go between them? Are you crazy?! INDY finally delivers the punch that sends the Turkish Agent flying overboard. Turning, Indy sees that ELSA has committed the speedboat to a course BETWEEN the two Freighters, now being pushed even closer together by a Tugboat.

No! INDY kicks KAZIM in the face, knocking him into the water, then pulls him back into the boat, now being SUCKED THROUGH THE CHURNING WATER toward the Steamer's giant propeller blades.

What were they looking for? She looks to INDY, who pulls the Grail Diary from his pocket.

You had it? You did n't trust me! She looks hurt and beautiful. She comes closer to him.

It's lucky I do n't do things the same way. You'd still be standing at the Venice pier. She stomps her foot angrily. INDY flinches. She starts to walk away but Indy grabs her.

And I hate arrogant men. INDY smiles slyly as they fall to the bed.

But you should have listened to your father. She steps back next to VOGEL. INDY is stunned. HENRY gives him his most withering look of reprimand.

This book contained a map -- a map with no names -- precise directions from the unknown city to the secret Canyon of the Crescent Moon.

You're wasting your breath. He wo n't tell us. And he does n't have to. it's perfectly obvious where the pages are.

. he's given them to Marcus Brody. HENRY now wears a pained expression.

No. If we fail to recover the pages from Brody, we'll need them alive.

Do n't look at me like that -- we both wanted the Grail, I would have done anything to get it. You would have done the same. INDY shakes his head `` no.''

That's how Austrians say goodbye. ELSA exits. VOGEL stays behind for another moment.

Is that what you think of me? I believe in the Grail, not the Swastika.

You do. Now it's as though she'd slapped him back. His hands fly to her neck.

All I have to do is scream. It's a standoff emotionally. He knows he'd never do it. she knows it too. And the same goes for screaming. INDY releases her and backs away. she looks at him with a lover's pain. He moves over to HENRY.

We have no time to lose. Indiana Jones and his father have escaped.

It would not be made out of gold. INDY picks up another cup -- a simple earthenware jug.

We have got it. Come on. ELSA steps onto the edge of the Great Seal.

I can reach it. I can reach it. Her hand begins to slip from Indy's grasp.

SIDE ANGLE One of the two troop carriers is paralleling the tank and like pirates boarding a galleon, Nazi Soldiers leap over the treads and are swarming all over INDY. INDY is struggling with a German's Luger. INDY presses the luger against his assailant and forces the Nazi to squeeze off a shot into himself. The bullet not only passes through the Nazi, but passes through two other Nazis standing directly behind him on the crowded tank top and three bodies fall away, leaving Indy to stare at the gun in disbelief. Another Soldier leaps from the truck onto the tank and raises his knife as he grabs INDY. They struggle and fall. INDY sits up to see VOGEL standing over him. Vogel wraps a chain around Indy's neck.

My soul is prepared. How's yours? By now half the boat has been chopped up into matchwood and the blades are getting closer.

No, Doctor Jones. It's yours! The wind of the blades is on their necks. INDY grabs KAZIM just in time and jumps. into the motorboat, driven by ELSA, which gets alongside in the nick of time.

The secret of the Grail has been safe for a thousand years. And for all that time the Brotherhood of the Cruciform Sword has been prepared to do anything to keep it safe. KAZIM pulls back his shirt to reveal a birthmark. or is it a tattoo? Whatever it is, it's a cruciform sword ; a Christian cross which tapers down, like the blades of a broadsword.

Let me get off at this jetty. The boat is close to the edge of the canal. INDY gives ELSA a nod, telling her to bring the boat in. KAZIM steps ashore.

Ask yourself, why do you seek the Cup of Christ? Is it for His glory, or for yours?

In that case, God be with you in your quest. Your father is being held in the Castle of Brunwald on the Austrian - German border. KAZIM walks away.

A messenger from God. For the unrighteous, the Cup of Life holds everlasting damnation. KAZIM dies. INDY leaps atop a TURKISH SOLDIER on horseback, pulling the man and the horse to the ground. A SECOND TURK comes to assist his comrade ; INDY mounts the horse, knocking both Turks to the ground.

Yes? INDY, followed by ELSA, steps inside, shaking the water from his overcoat. He adopts a Scottish accent.

This is a castle. And we have many tapestries. But if you're a Scottish lord, then I am Mickey Mouse.

You have the Diary in your pocket. HENRY laughs genuinely, believing himself to be laughing at the expense of the S.S. OFFICER.

That's far enough Put down the gun, Doctor Jones. Put down the gun or the Fraulein dies.

Enough! She diesl VOGEL jams the barrel of the luger painfully into ELSA's neck. Elsa SCREAMS.

Doctor Schneider. Message from Berlin. You must return immediately : a rally at the Institute of Aryan Culture.

Your presence on the platform is requested. at the highest level.

And this is how we say goodbye in Germany, Doctor Jones. VOGEL punches INDY in the jaw. A hard and vicious jab that snaps Indy's head around.

Sie alle ins Boat. Schnell! CAMERA PULLS BACK TO REVEAL a large box which suddenly BREAKS APART as INDY, now on a motorbike with HENRY in the sidecar, ROARS PAST THE DOCK, hitting TWO NAZI SOLDIERS who scream as they fall into the river. VOGEL screams after INDY and HENRY as they drive off. STRAIGHT CUT TO :

Nicht zumachen! Wir steigen ein! INDY sits back in his chair, looks to HENRY, now reading his newspaper. A STEWARD enters and sets a bowl of nuts on the table in front of INDY and HENRY, then continues down the aisle of passengers. Indy follows after the Steward. He puts his arm around the Steward's shoulder and together they walk up a flight of stairs. VOGEL now walks up the aisle. He approaches a MALE PASSENGER hidden behind a newspaper. VOGEL uses his walking stick to lower the newspaper and show the Passenger the leaflet with Henry's photograph.

Haben sie disen Mann gesehen? The Passengers at the table shake their heads in the negative. VOGEL shows the picture to other Passengers.

Guten Tag, Herr Jones. Now INDY, still playing the role of Steward, asks VOGEL for his ticket.

Was? VOGEL glances up and recognizes INDY -- who quickly punches Vogel in the face, knocking him toward the window. In another quick move, Indy TOSSES HIM OUT THE WINDOW onto the tarmac below. Shocked Passengers blink in bewilderment.

Bring den Schatzl TWO NAZI SOLDIERS bring forward a HUGE STEAMER TRUNK. They open the lid and begin to empty it of its contents : Gold and silver objects of every description.

We must be within three or four miles. Otherwise we are off the map. He hands the map to ELSA, drinks from the canteen, and hands that back to DONOVAN.

Search him. The NAZI SOLDIERS point their guns at HENRY and BRODY.

What is in this book? That miserable little Diary of yours! VOGEL removes a glove and slaps HENRY with it.

Here's the map. The book is useless, and yet you come all the way back to Berlin to get it. Why? He slaps HENRY again.

What does the Diary tell you that it does n't tell us?! VOGEL reaches out to slap HENRY yet again, but Henry grabs his arm, stopping him.

Der Kubelwagon sprengen! The Gunner puts a shell into the large gun. He FIRES, CATAPULTING THE KUBELWAGON into the air, where it EXPLODES. The tank drives through the resulting smoke an dust, then rolls over the Kubelwagon, crushing it

Because he did n't take my advice. The MAN IN THE CHAIR gets to his feet and turns, revealing himself to be. WALTER DONOVAN. INDY and HENRY react with stunned expressions.

You are on your own? A Woman runs in and tugs on BRODY's coat. He waves her away.

Mister Brody? BRODY puts the map back in his pocket. The SINISTER MAN clicks his heels and bows quickly.

Welcome to Iskenderun. The Director of the Museum of Antiquities has sent a car for you. BRODY takes off his hat.

Follow me, please. The man turns and joins a SECOND MAN. BRODY and SALLAH follow them.

There is no museum in Iskenderun. The SECOND MAN overhears SALLAH. He and his companion turn quickly.

Of course. SALLAH puts Brody's luggage down and glances at BRODY.

Run. BRODY does not run. SALLAH pats his clothing, searching for his papers.

Papers, sir. Got it here. SALLAH laughs and pulls out a newspaper.

Run! BRODY looks confused. SALLAH shows the newspaper to the SECOND MAN.

Run! The SECOND MAN falls, knocking over a vendor's stand. SALLAH and BRODY begin to run. SALLAH knocks the FIRST MAN into another vendor's stand. The STAND COLLAPSES on impact. SALLAH grabs BRODY and pulls him through the crowded streets.

Okay, okay, quick, quick, quickl Hide in that doorl Hide in that door! SALLAH points to a DARKENED DOORWAY, hung with a curtain, at the top of a ramp. BRODY runs up the ramp, throws back the curtain and disappears into the darkness. Then -- METAL DOORS ARE SLAMMED behind Brody and we realize that he has actually run into the back of a Nazi TROOP TRUCK. SALLAH runs after the Truck until he reaches a wall, then leans against the wall dejectedly as the Truck drives away with BRODY inside.

We go this way. SALLAH waves his arms and shouts to a CAMEL HERDER.

Ah, they set out across the desert this afternoon. I believe they took Mister Brody with them. HENRY removes his hat and hits INDY with it.

Compensation for my brother - in - law's car. Indy, your father and Brody --

They have them. In the belly of that steel beast. INDY and SALLAH charge forward leading their horses and camels. Then VOGEL commands the Tank Driver to give chase.

Father of Indy -- give me your hand! VOGEL now punches INDY in the back and grabs him around the neck. Still, INDY refuses to let go of the whip.

Give me your hand! SALLAH manages to hold onto HENRY as he brings his horse to a stop just at the cliff's edge. INDY finally frees himself of VOGEL's grasp, twisting his arm painfully away from Indy's neck, then landing a hard blow to Vogel's head. INDY looks down at the fast - approaching cliff, his face filled with horror. We SEE his HAT BLOW OFF and sail over the cliff's edge. VOGEL He sees his life passing before him, he screams at the top of his lungs! LONG SHOT The tank trundles over the cliff and PLUMMETS TO THE BOTTOM.

Drop your guns. Please. The NAZI SOLDIERS drop their weapons at their feet and raise their arms in surrender.

Etwas wichtig, mein Herr. DONOVAN puts on his glasses to read the message.

Schnel! TWO NAZIS draw their revolvers and FIRE SEVERAL SHOTS at INDY and HENRY

Halt! Halt! THE NAZI SOLDIER rides his motorcycle through the other side of the barrier - IT SHATTERS. INDY AND HENRY INDY grabs at a FLAGPOLE as they roar past -- it snaps off in his hand. The NAZI SOLDIER drives his motorcycle toward INDY and HENRY. He unshoulders his machine gun. INDY uses the broken flagpole as a lance and knocks the NAZI SOLDIER from his motorcycle. THE RIDERLESS MOTORCYCLE drives on toward the other NAZI SOLDIERS now approaching the guardhouse, COLLIDING WITH TWO OF THEM. The remaining NAZI SOLDIER maneuvers his motorcycle around his fallen comrades and continues the chase. INDY AND HENRY As the remaining NAZI SOLDIER rides alongside their motorbike he cocks his gun, preparing to fire. INDY quickly jams the remaining portion of the flagpole through the spokes of the Nazi's front wheel. The NAZI SOLDIER'S MOTORCYCLE FLIPS THREE TIMES, throwing him high into the air. INDY glances back and smiles, but the smile fades as he looks forward again to see a sign at a CROSSROAD. Arrows pointing in opposite directions indicate the way to BERLIN or VENEDIG. Indy starts down the road marked VENEDIG.

Nein. VOGEL turns to see : INDY WEARING THE HAT AND JACKET OF THE CHIEF STEWARD.

Rolls - Royce Phantom Two. 4.3 litre, 30 horsepower, six cylinder engine, with Stromberg Downdraft carburetor. The SULTAN points to the engine under the hood.

Can go from zero to 100 kilometres an hour in 12.5 seconds. And I even like the color.

You shall have camels, horses, an armed escort, provisions, desert vehicles -- and tanksl

Elsa and Donovan 's party -- consisting of a SUPPLY TRUCK , OPEN CAR , TUhKISH SOLDIERS RIDING CAMELS , SPARE HORSES AND A TANK AND VARIOUS OTHER VEHICLES -- all moving along through the ramble of this box canyon . ELSA , DONOVAN and VOGEL travel in the open car . The TANK is a vintage World War I model with enormous treads . The Turkish soldiers wear native dress and carry both carbines and sabers . BRODY sits alongside ELSA in the rear of the car carrying DONOVAN . Donovan hands a canteen back to him .

Keine Bewegung. The smaller gun, blocked by the rocks, BACKFIRES, blowing the breech out into the face of the gunner, killing him and filling the tank with smoke. BRODY, HENRY, VOGEL and the driver begin to choke.

Suddenly , from nowhere a German soldier flies INTO FRAME , tackling Indy .

The last of three brothers who swore an oath to find the Grail and to guard it.

A long time to wait. The GRAIL KNIGHT reaches forward and fingers Indy's clothing.

I was chosen because I was the bravest and the most worthy. The honor was mine until another came to challenge me to single combat. I pass it to you who vanquished me. The GRAIL KNIGHT holds his sword out to INDY.

But choose wisely. For as the True Grail will bring you life -- the False Grail will take it from you.

You have chosen wisely. But the Grail can not pass beyond the Great Seal. That is the boundary and the price of immortality. CUT TO BRODY AND SALLAH who attend to Henry awaiting Indy's return. INDY and ELSA come forward with the Grail. The TWO NAZI SOLDIERS are over - awed by the possessors of the Grail. They put down their guns and kneel. INDY kneels by HENRY's side and tilts his head forward and holds the Grail to his lips. HENRY is too weak to even open his eyes. HENRY swallows some of the water. Much of it runs down the corners of his mouth. Finally INDY pours the water over the wound and everyone watches in astonishment as the wound and the blood stain disappear before their eyes. The color returns to Henry's face. HENRY's eyes open. The first thing he sees is the Grail and they light up. Then they shift to INDY's face -- and they light up even more. NAZI SOLDIERS run forward. SALLAH points a rifle at them.

A sunny day for a cottage-raising! All the villagers are helping, mixing daub (mud + straw) to construct a peasant's house. Children play. Baby hogs run amok as they are chased by a pig farmer. It's all business as usual, a well oiled machine, until one irascible GIRL hurls a bunch of daub at a BOY. In turn, the boy hurls some daub at the girl, who responds by dumping a bucket of the stuff over his head. Soon all the other kids are hurling daub too. Now the adults. It's a daub fight! More villagers join in and soon they all look like clay figurines, covered in mud, a gleeful abstraction.

The year: 1290. The place: a manor house- not the nicest but not the worst either, the 13th Century equivalent of a large suburban home that hasn't been painted since the 1980s. Light shines through the windows onto glinting gold goblets. Tapestries hang luxuriously. Harp music wafts through like a gentle dream. Barry Lyndon would fucking love this place. Suddenly a crash and a boom as a mutt barks and runs through the hall, followed by a goat, a pig, another goat, a sheep and the muddy BOY and then behind them the muddy GIRL, her mousy hair streaming behind her. Even as she bolts we can tell she's a mess, all elbows and knees and reckless energy, like an Olde English Eloise/Matilda combo. This is Catherine, also known as Little Bird, but to us she's BIRDY. Birdy: our protagonist, a playful 14-year-old with a sharp bite of disdain for the conventions of her time. She shrieks past animals and servants and the boy and up the stairs, calling for MORWENNA, her nurse (an inward sparkplug, never smiling but always amused. She is carrying a fire poker and her apron is covered in soot.)

Morwenna, I did it! I released the pigs and I am not ashamed! They are only headed to slaughter and I will not allow other animals to live lives of captivity like mine!

Perkin has just told me how babies are made and I am afraid I shall perish with revulsion.

Morwenna, am I to move on calmly with what I know now? A man is going to take a heated iron poker and stick it up my nose until there's a space big enough for his whole thumb, after which he will PRESS seeds into my BRAIN!?

And then they trickle down my throat to my guts where they take root for nine months before popping out my bum!? NO! NO!

Oh, I shall murder Perkin! He will bleed worse than if I stuck a spike up his--

It means my father is a beast. The best words I've learned. You are so lucky your father is dead.

I must say my goodbyes and get on with good humor. I will go bravely, and with God in my heart. Please give my brooch to my future sister and my bible to my brother Edward and tell him I am sorry I got pudding upon the pages.

Then I shall run away. Far. I shall steal a suit of armor and become a knight, and I shall take a horse and carriage and I shall ride at midnight--

I have something to tell you. It is rather serious and I hope...

I should like to take a carriage. With you, Aelis! And we would have adventures. Grand ones.

How was I to know that comely young women are a spiritual danger to monks!?

Do you know what I find even worse than the pains she bears? That she must worry about us, always. Forever. She can never stop. Being a mother is a terrible job.

Are there no better amusements here? Perhaps a sacred sword used to slay a pagan?

I do not believe you. If I were a boy you would let me see. Everyone lets boys do everything. Boring, Edward.

I write in my diary everyday and read the Bible over and over again.

I cannot. If I am to be a saint, I must practice- ouch! I must practice self-sacrifice!

Why yes. I am denying myself buns. Then I am sleeping with a comb beneath my back.

For I must emulate Saint Blandina, who was scourged, placed on a red- hot grate, enclosed in a net and thrown before a wild steer who tossed her into the air with his horns.

Marry her? Lady Catherine? Surely you cannot mean our Lady Catherine.

I sent him away. I am not interested in meeting him nor any man with his intentions.

My mother tells us you were in the Holy Land, wearing a red cross sewn on a white tunic. Nobly fighting for God and Christ and our King.

But there was a line of crusaders, Uncle George? Reaching from Jerusalem all the way back to London?

You are just mad because no one has ever whittled you a gift, most especially not a bear.

If I were to marry, Aelis, I should choose him. If only he were my cousin and not my uncle, true love could prevail.

No, George! We won't go home! We want to see all the mummers and the dancing!

I am simply trying to get back to my chamber to read some lovely verse before falling to peaceful sleep and entering dream-land.

I wish you had written to ask. How did you know it was convenient for me? I have a great many chores.

Here, crazy orange man! Come with me! I have a lovely home for you!

Will you prove your love to me by wearing my birds upon your face and arms?

Usually he tells me to form an army five thousand women strong that will gut all men, and leave their entrails as offerings.

There's a dragon in the privy. He looks at me with pity and tells me that he wants to eat my eyebrows!

And a true friend. Perhaps the only one I have left in the world.

Except for stealing the man I loved with all my heart. And behind my back, no less! To my mind, you are a deceitful coward!

I disavow my terrible mouth. She's a beast, my mouth, and she acted without my consent!

Lord, yes. This dress is so tight I can barely breathe. Is yours tight?

Are you trying to kill her!? Do you want to prove yourself a man that much? It is going to die. THEY ALL DIE!

Is that why I saw the tapestries going to auction? The finest cups being packed up and shipped away because of your cunning and strength?

I am endeavoring to find the best curse of them all. Is it Corpus Bones? God's Thumbs? Or just a simple "Satan and all his minions!"

I cannot kiss you, sir, for... I have never kissed anyone before. I would be beat with the rod.

We have no money left, unlike you. There's so much food tonight that I've lost my appetite.

I... I wish your happiness, Aelis. I am so sorry that I ever said otherwise.

And now, there is so much to tell. I hath only two words: mitten man!

I do not. But how strange, that I should like the woman who has taken George from us!

Who do you speak of? I am your daughter, God help me, but hardly beloved. So who is it you address?

And why must we dabble in formality, m'lord, when we all know that very soon what's mine is yours and yours is mine?

I hear your joints ache, and so I have prepared you a traditional Stonebridge poultice.

Simply cake it over your elbows and knees and let it absorb beneath the layers of your clothing, and let it soak into your bones.

Why don't you whack me? That's what you'd really like, is it not?

I just want to meet the baby. I must meet the baby. I have to meet the baby.

All we have to do is get married tomorrow in the village and only Morwenna and Meg and the pigs have to be there. I shall be Lady Perkin and your goats shall be our children--

You have to marry me! My life hangs in the balance and you refuse me?

I might like a sister. Edward and Robert all have each other. I am quite alone.

But what of husbands, mother? What of the man I am meant to marry, mother?

What is going on here? I do not like to be on the wrong end of secrets, Mumma.

Whatever is the emergency, Aelis? Why are you all standing in the road like cattle?

Aelis, what is the matter? It is a happy day! You're to be married! We are to be sisters!

You men are not God! You don't get to decide who we are, where we go, or how much we cost! We aren't things, we are people. We can think and we can hear and we can feel, and you just broke my best friend's heart because of your greed.

We have a baby due any day, you know. My father wants a boy but we secretly hope for a girl.

You? No stories? But you have been around the world. You have seen the ocean.

You are right, Uncle George- heroes are just in storybooks. Even the saints only escaped by dying.

At least if I am in Lithgow I can visit home. I can sleep in my bed at Christmas, check on my mother.

If we went on a big adventure I could never reunite with Aelis. And I would never see the baby grow. And they would miss me. They would miss me, Birdy.

Next time a peasant boy raps on your door, please give him a scrap of something to eat.

Do not weep, Morwenna. When you do, you puff up and resemble a roast beef.

I will always be the person you want me to be, Mumma. I promise.

Goodbye, Juniper! Goodbye, Breadberry! Goodbye, Joseph! Goodbye, Sir Neal! GOODBYE, LARD TURD, MY FAVORITE!

MORNING The boy, PERKIN, a goatherd with a limp and a pubescent emerging mustache, knocks at Birdy's chamber door.

Birdy, the game's not through! You're always quitting, you piddle- pie!

Put your clothes on; don't refuse Breeches, gloves, and also shoes;

Sir you best be off before Lady Catherine comes and bares her ugly head.

I am not Perkin! I have died, Birdy! And now I am just a ghost sent to haunt you until the eeend of your liiife. I am the ghost of Perkin!

And what of my life Birdy? My plans? Have you ever asked what I dream of when I lay my head down at night? No!

I don't know. I just don't want to marry you or Aelis or Meg or Morwenna or any other woman God has or shall put on this earth.

Oh, Birdy. That is always your answer. Do you not see? You would like to ride into the crusades, but you are a lady. I would like to be a great scholar, yet I cannot even read. We do not get to choose what we do. Life does not care about us- we are given our stations until death.

MORNING A lady-like room adorned with tapestries, a canopy bed, a birdcage full of colorful little cockatiels imported from exotic lands. Inks, paints and vellum on the massive, carved mahogany desk. Abandoned spinning at the base of her bed, yarn tumbling to the floor. Bottles of stolen ale, half a loaf of bread, evidence of her laziness (she is doing everything she can to distress her surroundings.)Morwenna shakes her head, starts to fold some scattered clothing items- she is used to her young charge's outbursts.Morwenna starts to laugh.Morwenna is laughing even harder, unable to contain her desperate amusement, until Birdy understands she's been had.Over Birdy's raging, her VO rises.OVER THE IMAGE, A HAND WRITES, AS IF ON AN ILLUMINATED MANUSCRIPT: CATHERINE CALLED BIRDY.

And to think I just bathed you a fortnight ago! What a waste. Cottage-raisings are not for young ladies.

You had to learn sooner or later, Birdy. You're fourteen, there's no need to spin your head.

Oh, for the love of a God greater than I. Birdy, it comes from the other hole.

It is your monthly tiding. The lady in red. So, you will do your duty to bear your husband children.

Dress as a knight or dress as a lady, the blood will come. You are a woman now, Birdy.

First of all we are going to make a pad. Rag gets wrapped around hand.

This goes up between your legs and it's going to get all the blood and keep it away from your clothes. Can you manage that?

Now get some mint, cause that makes the whole thing taste nice. Dandelion, but not the flower, obviously, is perfect for those cramps.

Oh Perkin... what's he up to now? Dressing up farm animals. A lamb should be dressed in mint sauce, not a hat!

All those herbs that we picked? We're going to make tea into your favorite cup.

O God, the Protector of all that trust in Thee, increase and multiply upon us Thy mercy; Amen.

Well, for starters, I believe Saints help their nursemaids with the washing.

Your father told me to scrub every cranny of you before the guests arrive.

We were so afraid. Golden Tiger arrived late last night in your cape, CRYING!

Of the village of Stonebridge in the shire of Lincoln, in the country of England, in the hands of God.

And friend of Perkin, my heart's brother. Although he is just a goat boy, he is kind of heart and wise of spirit.

Tangled my spinning again. What a torture. I would rather be fed to a stroppy dragon than try and spin like a lady.

I am, thank the lord, very cunning. Most girls are, though we are not given due credit for it.

But I have a fantastic update. I have made a bargain with my mother. I may forego spinning, my greatest agitation of all, as long as I write this account of my days for my brother, Edward the monk.

In his letters, he tells me he believes it will help me grow less childish and more learned.

So what follows will be my book- the book of Catherine, called Little Bird or Birdy.

Meg the dairy maid is a dear friend, when I can stop her from curtsying and my lady-ing me.

Maybe now is not a good time and perhaps I shall wait... forever.

And when I see her face I hear birds and whistles, I see ribbons and flowers. Oh, Aelis!

As the time approaches when I must wed, I must undertake lady lessons. My two least favorite words. Together. In one terrible phrase.

Sister Cornethia attempts to make me musical, pious, and full of grace for any suitor who may court.

I will never get used to babies becoming dead and my heart will never stop aching for them to live.

I continue to hide my rags so that my father will not make me a wife and a mother. I will keep hiding them over and over, forever.

My mother usually visits Edward at the Abbey this time of year, but she still loses blood from the birth, so my father insists I go in her place. We are too poor to offer the monks any pies anymore. I simply bring myself.

I always imagined that Edward lived among God fearing nutters and rusty old men who clutched their Bibles to their chests.

Ooo lala! These are monks?? Why has no one told me? I am ever so confused what God is getting out here.

Why does Edward want me to read this book? So full of strangers and their woes. Saints are just dinguses I will never actually meet.

At the very least, I will become an expert on their gruesome deaths, which are so displeasing that they please me terribly.

I cannot believe I must bear this with good humor month after month. I would prefer a monthly bath in poo or to wrestle a lion. Ah, to wrestle a lion!

Go on crusades. Cut their hair. Be horse trainers. Laugh very loud. Marry whom they will. Be monks. Drink in ale houses. Go to hangings.

After one man brought doom on horseback, another brings divine hope.

My uncle is so unlike any other man I know; he has a twinkle in his holy green eyes, a song on his lips and all his teeth.

If I cannot be a hero, I will love a hero instead. He will tell my father he cannot sell me off this way, and he will fight for me.

And so I watch the cottage-raising from the hill. Clean for my suitors but full of dirty rage. I shall never smear myself with mud again and shove Perkin into the ground, I shall never get to see a hanging, I shall never get to have anything like fun, and just because my birthright is to bleed!

Many people are afeared of All Hallow's Eve, of the dead who come back to visit the earth. But the only dead I know are my tiny brothers and sisters who died before they were born.

And how could I be afeared of them? I wish they would come visit. It would ease my mother's grieving.

I have not a friend in the world. I have been cruel to Perkin. Morwenna has betrayed me. Uncle George, who brought gaiety and wonder into my life, loves Aelis, who is a weasel. And now my time is here. I ripen like a peach for plucking.

Would I choose to die rather than be forced to marry? I do not think either option appealing.

If I still had Aelis to speak to, I might be less lonely in my beatings. But she has George, and I have smarting palms.

Dirty devil. Snail's guts. Fanny in a hat. No purse is good enough for these vile suitors or my viler father.

Christ's day. When I was young, father had a Golden Jesus that pissed wine. Now, we just cut the brown parts from the carrots.

My eyes prick and water. Perhaps I am allergic to cheer. After all, a diary is no substitute for a friend.

For the first time in my life, I am choking on my words. My heart has been shaved and boiled like a parsnip. George is to be married. George is to be married. George. Is. To. Be. Married.

6th day of January. Twelve-ninety- one is upon us, I have seen the consequences of my horrid temperament: friendlessness, boredom, purgatory. So, I embrace a new resolve. I will try my best to be a lady, to act and speak as beautifully as my mother does, to make my parents and god divinely happy.

I resisted marriage and was dealt only pain. If I embrace it, mayhap there is even... pleasure?

Fifth day of February. George weds today. Some marry for love, some marry for money, some for duty, and some, like George, seem not to know why they marry.

I suppose I would like to, especially if it's the only one I'll ever choose to have myself.

Adults call me insolent, but have they ever met their own drunken friends? Bleh!

He is not a man. He is a mottled troll and should live in a cave. A murderer does not deserve such punishment. It cannot... it will not be!

Perkin truly is my heart's brother, and so we managed to resolve our troubles with a good old fashioned arm wrestle which I won fair and square.

He will not be able to marry me for I will not spend the coins, just angrily hoard them.

Well, I guess I don't know everything. I think by sneaking and spying I can avoid surprises but they come anyway... sometimes in the form of unexpected love.

It is a good day, for I head to Aelis's and we can rejoice in the news that we are now, and finally, sisters. I bring a welcome to the family gift of preserves from the kitchen and a comb for her hair.

I once caught Morwenna staring at this driver while he washed blood from a boil on his thigh. She calls him Golden Tiger when she speaks of him in secret. Imagine life with a peasant. So simple. So passionate. So...

I convinced Golden Tiger to give me his clothes, so I can run to the only place I think they might see me as more than a shiny gold coin.

Uncle George is a hero and perhaps he can tell me how to be one myself. Not just in fantasies. But in real life.

Our baby was born last evening, a dear beautiful scrawny little girl.

My father, for all his bellowing about sons, is floating on air. Which brings me to the strangest words I have ever said: thank you to my father, the most unlikely agent of a miracle that I know.

We will call them Eleanor and Mary Catherine, proper yet lovely. I wish I had more time to teach them tricks.

Tenth day of June. I feel something changed inside of me. Just because I cannot be happy does not mean that I do not wish happiness for others. Joy is infectious, I am learning. I want to save Aelis and I think I know a way, even if it means sacrifice.

This was as much for Aelis as it was for my brother, likely more. She is safe now. I may not be safe with her, but I do know she will walk my grounds, sleep in my quarters, watch out for Perkin, and feel something like love.

We are having a wedding, for my Aelis and her Robert. It may be the last time I ever celebrate so I better enjoy it.

I am to believe that my father plans to fight this man, swordplay being a skill he does not possess, in order to keep me, his greatest pest from having to marry?!

I am too afraid to speak, but if I could I would tell you not to lose blood for me. You have Mumma and the babies to look after. Be careful father.

If I've inherited a bit of my father's heart... I suppose I shall leave it there in my chest.

What any father should do for any daughter, but rarely does. Better late than never.

I wish I could help every girl in the world, but for now I am enough. And I know he has not granted me a pardon, only a reprieve from the most ungodly beast of marriage, but my father will find that my gratitude does not mean I have lost my fight.

It is in this field I raged and dreamed and met Aelis in secret and cried over uncle George and over the fate I have been able to trick, just a bit.

There is the goat barn where I met Perkin when I was but a babe, hiding from Morwenna's silly slap.

And here is where the smell of bread is so strong it makes me want to eat the whole entire world as if it were a mere loaf.

And some day I will take my little sisters to the tippy top of the village and say run, little girls. Lift your skirts and run for everyone to see.

Here ends the book of Catherine, called Little Bird or Birdy, of the manor of Stonebridge in the shire of Lincoln, the country of England, in the hands of God.

Someday, this journal will belong to my sisters. The two of you can see what I made of becoming a woman. It was not much, but it was my own.

For right now, it's up to you to decide Edward, has writing in this diary made me more learned?

Things girls can do: run in the fields, invent original curses, save the day, pee standing up, well that one was a bit tricky, and keep fighting... no matter who may come on horseback!

This is Birdy's father, LORD ROLLO'S man cave, hung with variously sized antlers and evidence of violent past times.TEXT ON SCREEN: Lord Rollo - 41 years of age - often vain - usually drunk - always greedy (says me) He takes a drink. Then another.

MORNING Her mother LADY AISLINN (early 30s, frail and stunning, obedient but not broken) peers from a window with a spyglass; a small wooden telescope device. Her eyes are trained on the sky until she whip pans to her child- she is always watching. TEXT ON SCREEN: Lady Aislinn - 36 years of age - wise of spirit and fair of face (says everyone)

Outside, Morwenna hangs sheets on a line while spying on Birdy. TEXT ON SCREEN: Morwenna - nobody knows her age! - expert at sneaking

EDWARD (21, a handsome dark-haired monk) sits in his robe at his desk, intently reading (not the Bible). TEXT ON SCREEN: Edward the Monk - 21 years of age - more fun than most monks.

Birdy runs past the gate house, where she gags at the sight of her brother ROBERT (18, a mini-me of his pops, who is himself fencing the air ineffectually.)Birdy grabs Robert's sword from him, unwieldy and massive in her hand, and does big bold moves at the sky. Her father, sweaty and exhausted, passes her, grabbing it back in one easy motion.Birdy greets Perkin, the goat boy with a limp who she chased earlier. He is cheerful and determined despite the challenge of running with a disability.Birdy joins him singing and they hold hands and spin.They collapse laughing.He sticks his butt out and farts at her.

Birdy, you must give me some kind of warning...otherwise the sight of your countenance...

Lady Sidebottom! Aelis! How goodly to see you! You are looking rather... pinkened.

I hate this game! What need have I to catch an apple with my mouth!?

The child husband is dead. Fever. Oh, little Bird, everyone cries but I cry with joy for I am coming home.

No. She is everyone's Aelis, like Jesus or springtime, and she brings the world just as much sacred joy.

And if she would have me I would consider myself a man reformed, reborn and blessed by a God whose existence I could not deny.

This is really nice. The first nice thing you have done for me. Fantastic!

Birdy toils over her spinning, tangling it.The date loops across the screen in the same wobbly cursive as the title.She is corrected by Morwenna, who has clearly surrendered her own life in service of raising a good young noblewoman.

Birdy runs, her tangled spinning in her hands, and deposits it in the toilet.Using a long stick, Birdy stuffs the spinning deeper into the actual hole that the people of the manor, ahem, piss and shit in.

Birdy, wearing her nightdress, sits at her desk and writes in her little book.

Birdy runs, overjoyed.She moves toward camera and then just past it.

Birdy sits on the hay, looking through a bound book of Latin phrases. Next to her sits Perkin. Nearby MEG (lovely, a little older than Birdy, in modern parlance a ditz) is braiding something. She shyly ties it around Birdy's wrist.TEXT ON SCREEN: Meg - 18 years of age - comely dancer - snorty laugher

I have stolen the keys off a sleeping Ferth the gate man! Here, the heel of the bread and some butter!

Birdy continues to mindlessly spin yarn with Morwenna.Outside the window she watches...

On the grass in front of the manor, Birdy's father Lord Rollo passes, drunkenly fencing a peasant. This is a man who was, at one point, beautiful and naughty, playful and present. But the cost of running a village, of trying to win at Lordship, is that you must fight to maintain convention. And he is fighting.The peasant fights back.Birdy walks through their flower garden.Her father drops his sword to tend to the flowers.

How has this happened, Finneas!? You were hired to prevent this!

Give me one example of an expense that was not strictly necessary for my family to survive!

And you are certainly a good eater. What color is your hair when it is clean?

Very good. Nice to see you. Go and see your little goat friend now.

Birdy, knocking is a bit customary, though I know not in the public houses you frequent.

I am not lying, I am jesting. But in all seriousness I did see Bird in a public house. She was knocking back glasses of ale, swearing, jousting peasants--

What did the Pope say to the ale rat? What are you talking about?

But lady had to have her garlands. And her silver twine. She had to have apples in her roast and I had to keep this family from descending into utter poverty! And now Birdy is our only currency! So we're in real trouble.

You will behave like a lady when the suitors come or we will all be living in the cooper's cellar. Do you understand me!?

Do you know your daughter has sent away a perfectly good suitor?

Sweet Judas, lady, think you we can eat your royal ancestors or plant your family name? The man stinks of gold!

We want the stars to really sparkle as if the heavens have opened up right here in the great hall, so if we can get them at an angle... just so.

My angel, when you see the light hit the glass and twinkle you will know.

It is a tremendous occasion to have you here, Lord Fulk and Elder Fulk.

Especially as we have just learned the joyful news that my wife is expecting.

Other Fulk, she must have come down with a fever this eve, a light pox has been going 'round Stonebridge.

What are you trying to do, baptize it? Drown it! Are you familiar at all with the element of fire? Famously the enemy of water? It needs to be EXTINGUISHED, not drooled upon like a gumming infant!

Do you not understand the danger you have placed us in? For once, Catherine, you could attempt to set an example for our tenants, for our villagers! To show them what a lady can be when she sets her heart to it! Perhaps you might try that, rather than bringing shame and mockery upon our home!

When I was a year younger than you, I inherited a town in shambles. My father had gambled away every pane of glass, every brick, every sack of grain. And I have used every ounce of my cunning and strength to bring prosperity back to Stonebridge.

Lord Murgaw, do you know that Catherine spins the finest yarn in Stonebridge?

And what is it you like to do, my Lord? The bit where you follow an animal using a sort of pointed... ahem...

I know about hunting. I was thinking more along the lines of when men use their bodies to, er...

My beloved daughter. My sweetest girl. My only raven-haired lass.

My lady of Lithgow. Your bridegroom awaits you and none of your tricks will profit you this time. You've reached the end of the charade and you will move forward and out.

Be respectful, Catherine- his name is Lord John Murgaw the Eighth, and he is the last, and blessedly most wealthy, suitor.

You must pack your things at once. The lord has officially proposed.

Fine. I will tell Lord Lithgow you are finishing lessons in keeping the home. But the moment-

Doubters! Doubters, all of you! My holy wife will not fail to do this. My holy child will not fail to live.

You, midwife, will stay. You will stay and you will not sleep until the child is delivered forth safely. I will not lose another child and I will not lose my only wife. Do you hear me? DO YOU HEAR ME!?

My darling. My brave, beautiful darling, who is all I need and all I hold sacred. You were born for this. You are strong. So strong.

No. Look at me. All that I am is us. All that I can be, you already are. You are so good, so wise, so powerful. So spritely in the morning and so grumpy if you're denied a nap. So happy when the first flowers bloom and so pitiful when it rains. So good to our children and so intolerant of fools, but too polite to show it. So close to God while barely ever uttering his name. I want to make you laugh and to make you safe, and I will not live in a world where our children's children do not have the chance to hear you laugh as you watch them tumble on our grass.

Frankly, sir, I would burn in hell for allowing my daughter to accept a proposal from such a rank and uniformly uncompelling man. She will die of boredom and furthermore, you resemble a bear who has attempted union with our local locksmith. It cannot be.

The fact is, sir, I am walking back that path with my own daughter under my own arm.

Alright. Yes of course. A duel. That does seem fair... May I just take a moment to... Fine, yes, I see...

And if this duel is won by I, Lord Rollo of Stonebridge, then you will return our Lady.

Birdy runs through the village with a chicken in her arms. A villager chases after her.

Birdy lies on the ground, listening through the crack under the door.

Rollo speaks to a nerdy, uptight STEWARD, who looks way too young for the job and is clearly panicked.The Steward paces, concerned.

In essence, sir? You have ignored me. You have spent profligately, my lord, and without censure.

If, sir, you can secure a profitable union for your only daughter, there is your opportunity to relieve yourself of this accumulated debt.

You may not have coins, but your wife has a title, and she has given it to you--

There are plenty of men foolish enough to trade their fortune for the prefix of Lord. Now, it is your job to find one.

A cart approaches, driven by a swarthy TIGER SALESMAN. Rollo, Robert and Birdy await, thrilled.The back of the cart opens and Rollo peers inside.Beat.Watching through her spyglass, Aislinn shakes her head.

Birdy is still spying when a hunting dog (the same one from the first scene) comes bounding down the hall. It notices Birdy and begins to bark.It growls, tugging at her skirt. She tries to crawl away but it keeps on tugging. She stands, dragging the dog down the hall with its jaw firm around her skirts.

Disrupted by the dog, Birdy misses what is next:Awkward beat.The steward bows and exits.Rollo lets the shame of his failure wash over his face for a beat, then reaches for the flask in his waist belt.

Birdy is gnawing on an apple, avoiding the wormhole, when she feels a pair of eyes on her back. It is her father, regarding her studiously.She takes another cautious bite.Birdy takes a step to the left. Her father, behind her, does the same- an odd waltz.He circles her, looking her up and down.Beat.Beat.Rollo walks away down the hall.

Birdy opens the door, clutching her guts, and slams it shut. She settles onto the toilet, holding up her skirts, when she catches sight of her petticoat. Her eyes grow wide.

AFTERNOON Birdy paces, inconsolable, while Morwenna tries to understand.Birdy brandishes her bloody petticoat from behind her back.Birdy spreads her skirts and her spindly legs. Morwenna shakes her head then looks (despite her inherent prudishness, keeping this child alive is her job.)On Birdy's face, a look of alarm as she shakes her head furiously: no, no, no.Morwenna snaps to.She does.She hands it to Birdy.Morwenna holds up a piece of fabric.Birdy hands it over and Morwenna places the pad in the pants.Morwenna bends down. Birdy roughly steps through the pants.

Morwenna shows Birdy how to gather medicinal herbs.Birdy looks past the bushes and spies Perkin and villagers GERD and ALF, running with a lamb they have dressed in clothes.

Morwenna stands over Birdy, who sits on the bed, tying the rags around herself.Morwenna mixes the tea.She hands the cup to Birdy.Birdy chugs the tea that Morwenna brewed, nearly spitting up.

Morwenna snores, while Birdy clutches her tummy, resigned to this horrible feeling but unaware of what it truly means for her future.

The nicest room in the house, with tapestries and carved ivory animals from foreign lands. On a bed as vast as the sea sits Aislinn, who we can now see is heavily pregnant and visibly uncomfortable. Up close we can also see she has a burn scar on her neck, ropey and thick, the only blemish to her beauty. Birdy busts through the door. From under the bedsheets, her father emerges, dressing himself undergarments first. Aislinn giggles. Her husband giggles back. Birdy is horrified- her parents GIGGLE TOGETHER in the morning!?Rollo kisses his wife.Rollo heads for the exit.He stops in the doorway, smiles, and turns to face her.Rollo closes the door and escapes without answering, Aislinn laughs. Birdy waits a beat then approaches her mother. We can tell she is planning to tell her something...Aislinn lets out a little cry, clutching her stomach.Birdy regards her mother's growing stomach, huge against the bed sheets, with terror. Reminded of what periods lead to, Birdy suddenly thinks much better of it.Birdy changes topic.Birdy shrugs.Aislinn pulls Birdy to her side.

Well I, for one, should like my room free of jesters for the moment. I should like to rest and do my puzzles.

Robert is Robert. And you are not. Anyhow, today the Sidebottoms will join us. Your favorite day of the month.

The roses have been exceptional this season. And of course, the butterflies.

I want only to be your partner, to stand beside you as lady of this manor--

Do not rage, Rollo, over that man. My fathers were kings in Britain long ago. And he is just a simple wool merchant from Kent.

Catherine, your father has found your monthly rags. Stuffed inside the privy. They were peeking from the cracks, Bird.

Catherine, I am your mother, and the lady of this manor. There is naught I do not see and naught I do not know. It is useless to stuff your rags, no matter how deep.

I have tried to protect you as best I can. But your father has been waiting for his chance to make you a wife, and to bring propriety to this manor. I can deny him no more.

Everything has its time, its season. Birdy, it is your season, my love.

Does your uncle not look dashing, Bird? And I remember when he was crawling about the floor in his christening gown!

She speaks when she wishes and is a great deal of fun most of the time.

I should like that too, Little Bird. But would she be as perfect as my first-born daughter? You are as naughty as God hoped you might be.

It's why I tell you to obey. I was once willful too and my father showed me how he felt about that with the iron. And so when you try so hard to bend the ways of the world, Bird, I cheer for you, but I also fear for you. To see you hurt... I could not sustain that, Birdy. I would rather see you settle than be seared.

I believe that you will be protected, that he will see the goodness in your eyes and it will bring out the goodness in his. I must believe that.

Children, please. Let us leave behind childhood teasing and act a family while we still can. It does my heart a great deal of good.

You did well to never lose hope that you might have your own love, chick-a-loo.

Birdy, your brother has long harbored hopes of proposing to Aelis.

Rollo, my love. If this is to be, it is to be. But if it is not, and I am not, then all I ask is you make sure our children find their place in this world. Not just any place. Their place. Do you... Can you...

Sometimes as the man of the house you have to make very hard decisions.

Birdy and Aislinn take turns with the spyglass to watch a carriage containing AELIS, LADY BERENICE, and LORD SIDEBOTTOM pull up to Stonebridge Manor. We see through the spyglass, a distant and distorted bird's eye view, a shot we will return to again and again to explain Aislinn's view of the manor and the world- distant and removed, yet all-seeing and knowing. Birdy eagerly waves to her best friend, Aelis.TEXT ON SCREEN: Aelis - 16 years of age - prettiest girl in the shire and MY BEST FRIEND

Aelis, Berenice, and Lord Sidebottom are packed into the cart as tight as sardines, and jostle into each other uncomfortably as it bumps down the road. Aelis is everything Birdy is not. If they had proms in, she would be prom queen. If they had Instagram, six million followers would wait for her makeup tutorials. Face like a heart, mahogany curls, and kind to boot. LORD SIDEBOTTOM, Aelis's father, is nearing seventy but still clanking his old bones together in a push chair that rolls between the two seats. TEXT ON SCREEN: LORD GIDEON SIDEBOTTOM - 81 years of age - oldest man in his province - oldest father in England - wears his armour to sleep BERENICE, Aelis's gorgeous young stepmum, looks a thousand times more bored than AISLINN. She is rife with the ennui of entrapment. Aelis leans over the cart's edge and shyly returns Birdy's joyful wave.

Birdy and Aelis have sequestered themselves gleefully from the grownups on a bench. Aelis bends down behind Birdy, playing with her hair.They are ambushed by Robert as he exits the Great Hall while munching on a stolen meat pie. He doesn't notice Aelis.He pretends to vomit and drops chewed-up meat pie into his hand.Robert, not having noticed Aelis, turns scarlet and tries to hide his chewed-up meat pie in his other hand. Gross. He chucks it aside.Robert exits into the Great Hall.

Leave us be! Do you ladies need an escort round the garden? It can be very dangerous...

Oh. Well, we are not poor but there is nothing to eat at our manor. Papa banished the baker a fortnight ago. He said that he and stepmother were... exchanging wistful glances.

Do you know that my stepmother was brought to our manor from Gascony? First by boat, then by carriage. It took many nights and nobody told her where she was going. She was only in her seventeenth year. Then father was waiting.

Uncle George, Uncle George, Uncle George. All you speak about is Uncle George!

I am trying to picture him. Does he look much like the archangel Michael?

I saw a man with gloves like devil's claws and became frightened! I was hiding behind the hen house when this kind gentleman found me.

Yes it must be he. For you said he was kind, and handsome too. A saint.

My father has agreed that I might stay for a fortnight or even two!

No, to a boy of only nine. George has to marry some horrid old widow named Ethelfritha. And now you will not even be my friend!

And ever since I moved away I have wondered why nobody is as funny as my Bird!

Rollo and Aislinn stand awkwardly with Lord Sidebottom and Berenice, like parents at the playground with nothing in common.Berenice walks away from the group in distaste. Aislinn walks away to the end of the garden to escape the uncomfortable conversation and smells some flowers. She looks out in thought. Rollo and Lord Sidebottom are left alone.Rollo laughs nervously.

And some of these letter are florid in the extreme. But I don't care if they're poets, Rollo- I care if they can pay for my daughter in gold brick.

Berenice, never again will you leave a convivial grouping when I am speaking. I was about to make a point of great import--

You tell your daughter no crying. She should get used to it. She has a fine young man there who is going to grow up into a fine specimen.

Young Catherine, I am glad to see you. Please tell your drunk of a father that his offer is offensive.

Shut up, shut up, shut up Berenice! I grow so tired of your voice!

AND WHOMST ARE YOU!? My daughter is a virgin, confirmed by exam!

She can command more than twice the pitiful marriage purse your father proposes.

Insolent whelp! What difference does that make! A girl's master merely changes from her father to husband!

Birdy pulls a bun out of her pocket and hands it to Aelis.They start to munch but are surprised by Berenice walking straight past them and sitting on the bench. Aelis hides her bun behind her back.Lord Sidebottom directs Rollo to push him toward her, clearly unaware of his waning powers.TEXT ON SCREEN: Lady Berenice Side Bottom - 25 years of age - devoted writer of passionate sonnets - devoted hater of her husbandBirdy and Aelis giggle.

I do not give a goat's arse what you spoil, Aelis. I am not your mother, do not cower before me.

She is not one of your special hunting dogs, the ones you pay for in gold brick! She is a girl. Just as I once was.

And I grew weary of yours the moment I heard it. Good thing you don't have long to live.

The girls sit on a stone bench in a picturesque garden of flowers and medicinal herbs.The girls giggle. Birdy pinches Aelis's cheek.

CORNETHIA, a pretty young nun, helps Aelis and Birdy play a tune on a recorder. Aelis sounds lovely. Birdy's screeches. In the background, several men carry away valuable items- panes of glass, sculptures, a few nice vases- as Rollo and Aislinn look on, Rollo tortured and Aislinn running to and fro to ensure that the items are being handled with care.Cornethia turns around and two hand prints of dirt are on the bum of her habit. The girls giggle.Birdy raises her hands, covered in charcoal dust, then quickly hides them behind her back.Birdy giggles to herself. When Aelis then giggles too, she stops, icing Aelis out. She is being petty.

Do we find our lessons ever so funny? Seems to me a joke is astir.

Ladies, we learn best when we close our mouths and open our ears.

A single candle burns as NAN the midwife, Aislinn's chambermaid and women from the kitchen labor over Aislinn's body, as Aislinn labors in birth. Aislinn sits on a birthing stool by her bed, Nan below her, Morwenna at her side.In the hall, Birdy, Rollo and Robert watch. Morwenna comes to the door and exchanges a look with Rollo that says "It's time." He heads inside.She ushers the kids down the hall.

Birdy, squatting, pulls the bloody rags from her skirt, then hides them between two floor boards, using a stick to push them deeper still.

Birdy enters through a pair of large French doors, into an open courtyard of corridors surrounding a garden.We hear humming. Birdy notices the centerpiece of the courtyard, a sculpture of a truly ripped Jesus on the cross. Birdy stares at him. His abs are a LOT. The humming grows closer and a group of monks round the corner. The camera is high, so we see their shuffling slippers and the tops of their tonsure haircuts. The leader, a handsome salt and pepper haired monk, bows his head and they all do the same.As the camera pans down, we see they are not, in fact, old nutters but young virile men. Birdy gasps. They grow closer, singing more prayers as they walk.She walks around looking for a place to tuck away and settles on darting into the garden and sitting down by the Jesus sculpture. As the monks pass, one especially handsome dark-haired one notices her- this is EDWARD.He nods an apology to an irritated monk and rushes over.Panicked, Birdy pats the bum of the Jesus sculpture.

Bird, there is so much more to read than the bible. Even devoted monks tire of that tome. Here, I've a gift for you.

Well, now that I have captured your attention mayhap you will actually read it. It is a book of the saints. Every day, a different saint.

Promise me you shall read, read and read some more. Write too. Knowing your own story will be your salvation.

Birdy shuffles along under Edward's robe, hugging him from behind. Edward looks ultra-serious in an attempt to hide his stowaway. He nods at another MONK.

Birdy emerges from her brother's robe, panting, and looks around.She picks up a wooden cross and begins to joust with it.He pulls a small gold book from his pocket.Beat, as she inspects the book.

Morwenna repairs the hem of Birdy's torn dress as she writes in her little book.Birdy continues to write.Birdy rests her face in her hands, staring practically down the barrel of the camera as she contemplates what to write next.

Birdy walks back and forth, extremely focused, wincing. We pan down and see she has set up a line of pointy stones and she is barefoot.Whenever Birdy states the date, it loops across the scene in her signature script.Morwenna, hanging wash, looks at her crookedly.

More rags, more stuffing of them in the deepest cracks in the floor using the stick. We see only Birdy's hands pulling the rags from her skirts, pushing the rags down with her stick.

LATE MORNING Birdy walks down the hall, holding the recorder she has been given for her lessons. She looks at it hatefully. She is passing her mother's quarters, focused with a quaking rage on the instrument, and is about to crack it over her knee when she hears voices in the room- her parents. The recorder avoids its fate as she stops to listen.

SAME TIME- LATE MORNING Hearing this, Birdy does attempt destruction of the instrument. It's stronger then she thought and she lets out a yelp of pain, then runs.

From the high point on the road, we see Birdy watching a wat and daub fight like the one she participated in early on. We don't see it, just the sounds of glee and play and Birdy, alone, clean, listening.

Birdy sits on the bank while Perkin washes off in the water, alongside young village girls with varied, natural bodies of all shapes, sizes and shades. They play and splash at each other. Birdy stares, confused by seeing slightly more mature female bodies.Perkin pauses, considering, then throws his soaking, still muddy shirt at her. It lands on her face.A MAN ON HORSEBACK approaches as they giggle. He is fancy seeming (in modern parlance, a metrosexual) with flowing hair and an obsequious manner.Birdy swallows, takes a beat.Beat, as Birdy processes what is happening.It takes Perkin a beat to understand, but when he does he joins with gusto, nodding vigorously.Birdy curtsies.

Good tidings I bring from Kent, where the weather has been finer than a silk from Kashmir laid out upon a table for twenty! Might I ask where your mistress is?

Lady Catherine of the manor. The fair cherub I have ridden so far to see...

Indeed, if she is as fair and as decent, as goodly as they tell me, then I...

I do and as I said I have ridden from Kent to see her for myself.

With no carriage and no manservant, so urgent was it that I see this phantom beauty for myself.

But what of the Catherine I have heard about. With ebony trusses that tumble like waterfalls. The Lady Catherine with curves like an archipelago.

You on the other hand, have been a little churlish if I must say so.

Birdy storms in on her father meandering about the ale cellar inspecting bottles, one already open in his bloated hand.Now he knows it's serious.Rollo looks at her, the fate of his home and his reputation lying in her hands.Rollo starts to grow red imagining his own future humiliation. He reaches for a long wooden object.He grabs Birdy's hand and begins to slap her across the palm with it. On Birdy's face: she doesn't wail but instead grimaces, refusing to concede any power to her father.As Birdy lists the following activities we see her wince, once for each impossible dream.Now, back to her father's attempt at justice.Hearing his bellowing, Aislinn enters.He stops and looks at his wife.

A VERY SEXY entrance cue for GEORGE, Birdy's much-hyped uncle! He is returning from the crusades and he is gorgeous- a 24 year old Robert Redford, charming and golden.He approaches the manor in chain mail on an actual white horse. Aislinn stands at her window with her spyglass, waving a greeting to her brother. Birdy stands outside the castle, wind blowing her hair, beaming at her incoming uncle.It's. Too. Perfect.

Birdy sits across from George, having combed her hair and worn a clean dress, as they whisper over dinner.She practically blushes. TEXT ON SCREEN: Uncle George - 28 years of age - Mumma's littlest brother - Fought bravely in the crusades - SO. HANDSOME.She actually blushes.He, too, sips from a waist flask, then tucks into a leg of fowl. Meat juice glistens on his lips, but it's not repulsive like when her father eats: it's sexy as fuck. It's magic. It's euphoria. It's first love.

I cannot believe my only sister's only daughter is now up to my shoulder.

When I left, you were wearing a diaper with a big wooden pin. A tiny barbarian the size of a toadstool.

The truth I'm afraid was much less picturesque. My tunic was covered in mud and briars.

But it was a line of my injured brothers, waiting to have their wounds dressed. Some of them died standing there waiting.

I too was a bit shaken by that clawed man- and the mummer with the odd lump upon his face- was that a costume or a terrible natural affliction?

I had bet you would. I should think you'd like to go anywhere your father isn't.

Oh, Birdy. I knew it would be someone of note, but not that sort of note.

It is barely a garden, my love, but a place to smoke my pipe in peace. Thus far only the crows seem impressed by my green thumb.

My back stoops and my stomach bloats. In the morning, I will deliver you back to Stonebridge.

But I did not keep a little book like you do. And so the memories have slipped through my hands like snow when I try and take them home.

Birdy lies horizontal across her bed in her night clothes while Morwenna turns down her covers. Birdy is playing with a small wooden bear with moving arms and legs.Birdy crawls between the sheets, tucking the bear into her dress as Morwenna blows out the candle.

George and Birdy fence playfully, as George teaches Birdy swordplay tricks and they each attempt to get the best of the other. The scene is shot with the camera operating as the opposing Cc, so that George and Birdy each play with the lens as if it is their comrade/foe/buddy. The energy is that of playful home movies as they enter and exit each other's frames, collapse on the ground in defeat and generally relax in a way neither can around other adults.

Aelis, visiting again, and Birdy sit together on Birdy's cloak, talking and talking.Birdy hugs Aelis.

Half-hidden behind a wall, Birdy watches the villagers in silence.

It's a full on EVENT! The manor is abuzz with holiday spirit as the town is filled with masked dancers and bonfires. The camera follows her in an epic shot as she walks through the crowd-a guy in a devil costume chasing some giggling kids, Robert bobbing for apples from a bucket held by a pretty milk maid.She walks on, smiling and laughing.Birdy walks alone past excited villagers in wild costumes, dressed as bears and tigers and ghouls. She does not have an elaborate costume except a unicorn horn sewn of burlap fastened to her head with golden braid.Birdy wanders the graveyard behind the house, gently touching the tiny tombstones of the lost children: Margaret, Edwin, William, Rhys, Rosemary. Behind is the soundtrack of people singing and cheering, growling and playing drums. Her reverie is interrupted when she hears a voice calling to her from over the fence:Birdy turns to see Aelis, dressed in silk with her hair covered by an ermine-lined hood.Behind Aelis, Uncle George appears as her escort, much to Birdy's surprise.Off Birdy's surprise,Birdy blushes.Aelis smiles. George bows.They start to walk back to the manor, each taking one of George's arms. Perkin approaches, covered head to toe in flour.George lets out a little yell, shocked by Perkin.He starts to make ghost sounds.Perkin looks bruised.Perkin is shocked and starts to back away.He runs off, his limping gait exaggerated in the shadowy darkness of the graveyard. Guilt flashes across Birdy's face, but she brushes it away, trying to catch up with George and Aelis.

Birdy and Aelis lie beside each other in bed, their hair spreading on the pillow. Morwenna is asleep and snoring on Birdy's other side, and serving maids sleep on a trundle bed below.Aelis looks bruised. Birdy rolls away.

A marmalade cat is darting through the gardens. Right behind it is Birdy, reaching for it desperately.Coming around a corner Birdy reaches again for the cat, getting close, but it escapes her grasp. When she looks up she sees Aelis and George, partially concealed by the trellised platform, kissing passionately. This is no amateur kiss. They are IN IT, what we would call in modern parlance HOOKING UP. WHAT THE HECK!!!Aelis pulls back and George smiles dreamily into her eyes, lovesick and almost dorky with passion. Aelis turns away coyly (she's good at this!) Birdy gasps and runs in the other direction. They don't notice because they are loved up and horny, so they won't see Birdy's face crumple into tears and her first heartbreak happen in real time.

AFTERNOON Birdy bursts through the doors, weeping, to find Morwenna and her mother waiting for her with a bucket of bloody rags. Morwenna has a foreboding, guilty look.Morwenna stares at her, apologetic.Birdy stares at both women, the rage growing in her stomach so her shoulders shake. She takes a moment, deciding who to lambaste, and settles on Morwenna.Birdy charges the full weight of her body at Morwenna, who can take it. Morwenna fairly but firmly throws Birdy back on the bed, where she collapses weeping.The two adult women share a look as they exit. The exterior lock clicks shut, and Birdy is alone, trapped. She sits at her writing table and begins to scribble furiously.She weeps more and more, then stiffens with resolve, looking at her cage full of chirping birds. Birdy opens her book of Saints and places her head in her hands to think...

A wooden bathtub is set up. Morwenna bathes a cold and distant, quietly rageful Birdy in anticipation of her first suitor.Birdy shivers in the cold bath water, refusing to answer.A beat. Birdy dips her fingers in the black soap and makes a stripe across her face. Her eyes light up with an idea.

The family is eating with a suitor- Robert, Aislinn, Rollo, George. SIR JOHN from Normandy, a sad bloated man in a bad wig made of fox fur, enjoys a Cornish hen.TEXT ON SCREEN: John of Normandy - whale fat titan Offering: - many gold ducats - lavender fields - a curly-haired cowBirdy appears at the top of the stairs, smeared with streaks of black soap, wearing twigs in her hair like a bog witch. George cannot help but let out a guffaw when he sees her.Surprised, Rollo and the family start clapping. Sir John joins them.

Birdy sits across from a suitor on a bench (ROLF, blond and proper. Not so ugly and well fed.) She looks lovely and composed.She pulls her bird cage from under the bench.She opens the door to the cage and places a pigeon on his head. Then another. A third poops down her hand as she passes it to him and she wipes the shit across his garment.

Another suitor gone. Another beating across the hands from her father. There is a grim routine to these, and that's how she receives them. Rollo looks into her eyes as he strikes her palm.

Sitting beside another suitor, GODFREY, this guy is close to her age with flowing dark hair and a forest green velvet coat.TEXT ON SCREEN: Godfrey of Glardenmere - Son of some other lord (WHO CARES) Offering: - a cellar of finely aged cheeses - ruby comb - smelly armpits!She smiles demonically. She has blacked out her front teeth.

Might you share some of your passions? Hobbies? Your soul's deepest inclination?

Another suitor gone. Rollo watches as Birdy washes the floors with Lye on a rag. She gasps- it burns her hands.Rollo walks away. Birdy throws her rag after him.

Rollo and Aislinn sit with another suitor. TEXT ON SCREEN: Balthasar of the Low Country - Silk Merchant Offering: - SO. MUCH. SILK.Birdy appears and sings terribly for the suitor, smiling beatifically as she squeaks out hideous.Birdy puts her hands right in the suitor's face.Balthasar shakes his head at Rollo: "No, not this one. Not for me, sir."

Rollo locks the door, leaving Birdy in the cellar alone. She shakes the handle, but she is trapped.She slams the walls, kicks a cask of ale, shrieks at the top of her lungs but no one hears her. TIMECUT:

Birdy is bored, sipping some ale. She hates it.Birdy tries to put the cork back in but can't. She's trying all kinds of ways and has resorted to trying to sit on the cork to get it into the bottle when the door creaks open- she jumps back but it is MEG, our dear dairymaid, holding a large ring of keys and a plate of bread and butter.

IT'S THE MOST WONDERFUL TIME OF THE YEAR! We pan along the mantle: it is decorated with small fir trees and home-made wreaths. Panning along the table: What would once have been a massive Christmas feast is now a single roast duck, some loaves of bread, boiled eggs, roast carrots and mashed beets. Rollo's hound runs through frame.Aislinn adjusts the decorations and hangs glass ornaments carefully according to Rollo's instructions.

A Christmas play is being mounted. The townspeople have worked for months on the show and Perkin can be seen as one of the three wise men, along with ALF and GERD fidgeting, with a straw beard tied under his chin. MEG is the angel Gabriel, and someone else is dressed as a star. The LAUNDRESS, not a virgin by any means, her breasts dangling, is the Virgin Mary. The cook is Joseph.The audience roars with laughter. Morwenna finds it intensely hilarious.Birdy surreptitiously pulls her diary out and scribbles: IMPORTANT: FIND OUT EXACTLY WHAT A VIRGIN MIGHT BE. As the angel Gabriel, Meg sings a sweet song of blessing over the couple and their baby. It sounds lovely, resounding through the great hall. Rollo sits beside Aislinn, Robert behind them, and he sways to the music, transfixed. He bobs along, conducting a bit with one finger, utterly involved, emotional even. Birdy sees a couple of PEASANT MEN watch him from a corner. One nudges the other and points at Rollo. They laugh at his expression of emotion, one does a small impression. Birdy registers this and stiffens up, oddly protective and humiliated on his behalf. She looks back to the stage. As Perkin helps to carry a large wreath of golden stars to the manger, Birdy tears up. She smiles at Perkin, clapping just for him. He sees her briefly.Perkin smiles, for the first time in a while. Birdy mouths:He looks cross.He shakes his head, no.He laughs out loud. In his distracted excitement, he does a little happy dance for Birdy and lets go of his goat. The goat aggressively approaches the baby Jesus, which is just a little black dog in swaddling. Seeing the other animal, the goat bolts. Whining, the little black dog follows. Perkin runs behind them, dropping his staff with a clatter and his beard falling to the ground, still smiling and waving at a happy Birdy.

Birdy and Aelis sit in their winter cloaks near a burning fire, doing their embroidery, Cornethia watching them coolly. They whisper back and forth.They pause, then Aelis whispers more quietly yet more urgently.Birdy ignores her, focusing on her tangled embroidery.Aelis bursts into tears, loud and intense. Cornethia offers the hem of her habit for Aelis to cry into.Birdy slaps herself across the face.Aelis grabs her hand, stopping her.Aelis rushes out. Birdy looks at the nun wearily.Birdy looks at the nun wearily.

Birdy wakes early, opening the shutters dutifully and struggling to put her dress on with care.She continues to struggle. Morwenna watches, amused.

Birdy passes the dreaded Robert, who is drinking a mug of ale and watching his horse be re-shod. She kisses his cheek sweetly. He is confounded.

Birdy strolls through the garden in one of her better dresses, posed in a lady-like way that doesn't suit her, with a badly- attempted fancy hairdo falling around her face. She is fanning herself with a small fan of her mother's.She shivers against the winter air, collapsing back into regular Birdy posture, but when a young male gardener passes she stiffens up and starts again.

Birdy sits beside FULK, a grotty loser with a bowl cut who at least has all his teeth. His father, FULK THE ELDER, is helping orchestrate it all.As the adults talk, Birdy and young Fulk start whispering, like the only two teenagers at a grownup party.TEXT ON SCREEN: Fulk the Younger - Son of Fulk the Elder Offering: - plot of healthy farmland - 6 hound puppies - a sweaty handshakeRollo clinks a tin cup, disrupting the teen convo.Aislinn smiles. Birdy goes pale.Birdy slams the table and leaves.The Fulks stand to exit.

Perhaps you and my son might ride together whilst we are here? Will your horses get along?

Birdy, weeping, rushes to the privy, holding a candle to light her way. When she arrives, Fulk the younger is waiting as well, holding his travel lantern aloft. They look at each other awkwardly, like teenagers waiting for the bathroom at a concert, which they basically are.She bangs on the privy.Beat.Birdy walks behind the back of the privy, chucks her candle at the straw rushes around the base, and runs.

Birdy watches the privy burn as Lord Fulk and Elder Fulk gallop away. The light from the burning privy illuminates her rage.The villagers run toward the burning privy with buckets of water. Rollo stands uselessly behind them, shrieking.He turns to a peasant slopping water ineffectually on the privy.Rollo sees the Fulks gallop away.The villagers continue to battle the flames as the fire rages on. Birdy watches, stone-faced.

Rollo shakes Birdy by the shoulders of her dress, practically lifting Birdy her off the ground in a rage. She hides her fear and lets her body go limp as he shakes.She does.He is hot with rage as he pounds the wall, hurting his hand.

The servants deck the hall for a massive festivity- there are floral garlands and wreathes with golden angels perched on top of them. It's a level of opulence this home hasn't seen in seasons, but the taste is too wild and feminine to be Rollo's. Birdy sullenly watches the decorations go up, sulking and popping the halo off an angel.

Birdy and her family watch George get married to ETHELFRITHA, a messy, manic but beguiling woman in her early fifties. It is a Christian wedding and FATHER HUY, the village priest, officiates. In traditional fashion, Father Huy meets the couple at the door of the great hall. The crowd follows behind them, forming a semi-circle around them. Pregnant Aislinn dabs her eyes, emotional. Rollo is less moved. Robert is basically picking his nose and inspecting it, and basically means literally.Rollo lets out a cough. Father Huy looks at him.TEXT ON SCREEN: Ethelfritha Rose Splinter of Devon. - 48 years of age - widow who whittles - eats sugar with her fingers - richer than my fatherGeorge pulls some gold coins from his pocket and places them on Father Huy's open liturgy book, along with the ring, which Father Huy blesses under his breath. George takes the rings and touches it to Ethelfritha's thumb.George touches it to her first finger.Goerge touches it to her second finger.And he places it on her third finger.As Father Huy blesses them, Aislinn whispers to Birdy.Birdy sulks in her pew, despite having a stunning new green dress with ermine accents. She looks, for the very first time, like a rose-bitten WOMAN but her frown says otherwise. Aelis watches from a separate pew. Her parents are bickering over her head. She tries to cover her weeping eyes with her hood but there isn't enough hood to do the job.Standing next to Aelis is a little boy (her husband), staring absently ahead and holding her hand. TEXT ON SCREEN: Lord Suncerk of Dunkerk - 9 years of age - loves hide and seek, naps, and soft foods - Aelis's new husband Birdy looks at Aelis, then back at sad George. She cannot bear to watch any of this and darts out while her father is taking a secret swig from a flask, grinning absently.

Does anyone present know any reason why this man and woman should NOT be joined in holy matrimony?

Since there are no objections, will you take this man to be your husband?

Our father who art in heaven, hallowed by thy name, your kingdom come, your will be done, on earth as in heaven.

That's one thing husbands are good for. Well, dead husbands anyway. It's very convenient when they die wealthier than when you wed them, though still rather sad, I suppose.

Do I believe your uncle George loves me? No, I do not. But he will protect me, as only a husband can protect a wife. I inherit his title and I hear he's good with a sword. And in turn, he has land to call his own, something his family could not provide despite their title. It is a perfect trade. Plus, he's gorgeous. You know, in a childish way.

You are lucky, little bird, for you have wings. But you must learn to harness them, not to flap all about and crash to the floor.

Delicious, no? I had my first orange upon my father's return from the Moorish country.

He owns three small towns and a leper colony- perhaps you can keep an arboretum in the back there behind it? George himself has started a garden of plants beloved by Christ.

These are more than birds. They are creatures. I'm a creature, too, you know.

You're right, Birdy. It is not fair. You should not have to marry him.

Why not? I am rich and you are young. Together, we have it all. We can make our way to Arabia and taste the orange straight from the tree. Have you ever met a lion?

A sultan? Would you like to slay a sultan and steal his gold? Yes?

Birdy walks the village. It is cold and misty- warmth glows from inside houses but she is all alone. Her sombre contemplation is interrupted when she steps on something squishy.A GUY of about eighteen, who is pushing a wheelbarrow full of leather mittens, hears her.She notices (any of us would notice) that he is cute and she bows her head, gathering her bravery.Birdy giggles.Beat.He laughs sweetly.He grins. She looks down at the mass of mittens. She takes a step forward, closes her eyes and waits. He takes a long time to lean in- wha feels like years- and she opens one eye as she receives a kiss lightly on the lips. Not too long but not so short as to mean nothing.He grins, hands her the mittens and is off, humming to himself.She shrugs, slipping one mitten on to see if they fit.

It grows colder and colder and so I travel from town to town, looking for people whose fingers shiver.

A group of women are dancing an ornate dance in a ring, their dresses contrasting shades of silk so that they resemble a sort of Mondrian painting by way of Coachella. This is our modern unisex version of the Carole dance, a dance done at Medieval weddings. We move through them to Birdy, at a long table, playing with her new mittens.Birdy is seated beside Ethelfritha, who eats a fish clean off the bones while keeping one hand linked through George's arm. Birdy watches Ethelfritha with disdain- the food bits on her cheek, the frizz of her hair, her wrinkled sleeves. Ethelfritha notices Birdy noticing her and leans over.Birdy doesn't speak.Birdy looks intrigued.Uncle George is Rollo-style wasted and it's sad to watch. He gets up and wanders down the table, picking up bottles of wine to check for remaining drops. When he finds a half-full bottle, he chugs. Birdy watches him.Birdy pauses and reflects on this. Down the table Birdy notices Aelis, sitting with her nine year old husband.Birdy walks purposefully toward Aelis, watching the adults who are not acting very adult. When she reaches her friend, she stops, standing vulnerably straight.A long, agonizing beat. Aelis considers, then throws her arms around Birdy. The two girls rock in each other's arms.The nine year old smiles at them and interjects, clueless.The girls burst into hysterics, as if they're making fun of a kid who is a few years behind them in school, only it's Aelis's husband.

After the party is the after party! The event is raging, everyone drunk on Ethelfritha's rich lady wine. At their wedding seats, Ethelfritha slides her head onto George's shoulder. He chugs his wine. She stares at him, pouring him some more. He chugs that. She giggles. A beat.A truly disgusting MALE GUEST (SHAGGY BEARD) starts making waves: he's a bearded, troll-like nightmare, belching, chasing serving maids with his tongue wagging, giving a wet willy to a girl who is tidying the flowers. He notices Robert's lurcher dog, which is excitable and jumping, and he delivers a swift kick to its gut. The dog whimpers, shocked, and wanders off. Shaggy Beard stands on the table...Then bends over and loudly FARTS.He chases after female guests.

I'll blow this shit-hole down! I'm the seventh richest man in Yorkshire and I want to fornicate!

I do not care much for fabrics. No, I would dance in the nude if it were not a sin.

I collect rare lizard skins and play puzzles, one piece a night. Moderation in every area except the carnal.

I can only imagine how delightful you were when your husband first procured you. Bold, playful, but dutiful. Exactly my sort of woman.

The only women I cannot abide by: criers and those with liver spots.

So, Catherine, am I to believe the pig was a good friend of yours?

I was not expecting to reveal my skivvies to you until our wedding day.

You thought you could outsmart me with tomfoolery, right? But what you didn't bargain for is that I. Like. The. Chase.

Tomorrow I shall give your father the marriage purse, a large sum of gold for him. But this is for you.

And when you spend that first piece of silver on something pretty, remember that it is you finally saying yes to me.

My yearly hay fever has come about- I trust you know how to prepare a proper cordial for your lord?

My health has never that of a man in his prime, but I have always dealt with it by being pure of habit and maintaining a stolid countenance, a regular schedule of cool baths and requiring that the servants dust daily under the wardrobe to rid the space of impurities.

Excuse me, my lord? I seem not to have heard you, for my allergies--

Well, you've spent my money I gave for her dowry, so I do not see what we have to discuss.

Aye! But if by my sword you do not die, I promise you life-changing injuries today, sir.

And if it is won by I, Lord Murgaw of more villages than I can name in one earthly breath, you will hand me my wife.

Oh, Christ our Savior, my spine. My legs. They tingle! They tingle! Me back is gone! I suffer from a sore case of spinal weakening! Pause! Pause!

I do not call that defeat. We simply ran into a barrier and could not continue the match. We shall depart forthwith.

George and Ethelfritha ride off in a cart with colorful ribbons hanging, as the servants and peasants wave goodbye from the road, banging pots and pans. Birdy watches, waving, not so sad as she once seemed.Ethelfritha smiles and pats his back, utterly free, an example to Birdy and to them all. George waves meekly then vomits off the side of the cart.

Birdy, her hair in fresh plaits, sits at breakfast across from her father, mother, the maybe, possibly, not-so- abominable Robert and... that awful male guest? The man glares at Robert. Robert glares back.She doesn't respond.The man chews a boiled egg, bits hanging from his sagging jaw and sparse hairs. He must be a Medieval age , aka a age 52.The guest stares at Birdy, who is unaware of any tension. Rollo, meanwhile, is horrified.

Rollo relaxing in a throne-like chair. It's clear Birdy, despite all her spying, has hardly ever entered this room and regards it with a hushed reverie.Her father smiles.Birdy gasps.Birdy tries to speak but can only stutter. Unable to summon words, Birdy runs from the room and into the hall, panting.

The family is gathered around an elegant lunch spread, with Shaggy Beard present. They are eating meat pie and courgettes shaved into flowers- fancy foods for their fancy guest. Birdy eats in silence.She stares at her food glumly.Rollo laughs uncomfortably. Aislinn winces- she will tolerate this only because she has to.Just then the cook brings out a large cooked pig with an apple in its mouth.Birdy looks at it and after a beat of scheming...Birdy begins to wail and flail over the pig's corpse.Rollo and Robert look shocked.Shaggy Beard looks at Catherine.Birdy flashes him a demonic smile then oinks at him, hoping this display will do the job.TEXT ON SCREEN: Sir John Henry Murgaw aka Shaggy Beard - wheat salesman -landlord - hideous mottled troll Offering: - filthy stinking riches

Birdy wanders the high grass looking carefully for something. When she finds it, she grins and scoops it into a tin mug.

In Rollo's man cave, where guests are put up, Shaggy Beard is being dressed by his MANSERVANT. He is in his undergarments, coughing vociferously, when there is a knock at the door.Shaggy Beard laughs, as if delighted to have put the fear of god in the guy. The manservant laughs too, half relief and half terror. The Manservant opens the door. Birdy bows.She extends the plate.Birdy curtsies and exits.The Manservant picks up and smells Birdy's poultice and cannot hide his disgust.

Birdy, Perkin, Gerd, Alf and Meg do a medieval version of the limbo. Meg and Alf, making eyes at each other, hold a stick as Gerd sings and Perkin attempts to shimmy under it.Meg calls to Birdy to hold the other end of the stick and she obliges.Meg laughs, shyly, and drops the stick mid-limbo, causing Gerd to fall on his ass. As the boys all wrestle, Meg whispers the answer to Birdy. We hear selected words: his man- sword... push... in and out... smush... done...Birdy looks horrified.

Birdy walks alone in one of the nice capes her parents had made in order to make her seem like hot property. She is breathing the cool air in big gulps.She stops and closes her eyes, trying to ignore her problems, when one comes up behind her: Shaggy Beard.He quickens his pace to catch her.Catherine looks confused and scared as Shaggy Beard leans in.He hands her a pouch of silver coins.Birdy, totally without recourse, pops Shaggy Beard in the nose and runs.He touches his smarting nose- a thin trickle of blood- and grins. He's got a feisty one on the line.

Birdy is running, her fancy cape flapping, the camera close on her face and pulling her. Rollo and Robert follow, shouting. They all run the same way, their limbs flailing, more related than they want to be. Birdy pauses, catches her breath, her eyes fiery with angry disbelief. Eyeing her father, Birdy simply holds her hands out, asking for her palms to be whipped. But instead, Rollo just stands there.Rollo is shocked- he hates hearing this from his daughter. Does she not understand that he punishes her to make her a more successful member of society?A beat.Rollo pushes Robert's head away. Enough.The men walk away as if they haven't just ruined her life.

Birdy flees up the hill, where Perkin is tending his goats.He turns to her.She grabs him around the neck, weeping. He's taken aback by the rough physical affection and pats her awkwardly.Birdy pulls away, her mind racing with plans.Perkin looks stunned. She has taken him by such surprise that his ability to hide the truth is rendered obsolete. It's clear on his face that yes, what she's said is true. In a profound and nameless way, Birdy understands. She hurls herself at Perkin and hugs him tight. After a moment of resistance, he hugs back. They cling to each other desperately, each caught in their own tiny hell. Birdy cradles his face.This is too much for Birdy and she collapses, panting. Perkin sits down beside her, laying a hand on her back, and begins to sing- the same song as earlier but much sweeter now, cozy.

Moving through springtime! The sheep have given birth. They nurse, the babies shaking their butts while they drink up.

Birdy lays on the bed with her mother, heavily pregnant once more. Aislinn lifts her night dress to reveal her naked stomach and the side of her thigh, and Birdy places a hand on it.Birdy runs her finger along the scar on her mother's neck.A knock at the door.Robert peeks his head around the door, uncharacteristically shy.He spies Birdy.Robert enters--this is a different kid than we've seen before. He's sheepish, almost embarrassed, with a sweet hope brimming around the edges. He's clutching a slip of parchment.Birdy prepares for a fight, but Robert simply hands it over.Beat.Birdy looks at Robert, who wants to die: "Chick-a-loo?" What goes on between these two when she's not around?!Aislinn looks to Robert for approval. He nods.Aislinn smiles. Even Birdy is moved. Wow, Robert.

In her new lilac dress, Birdy is bouncing along dirt roads in a wooden carriage. Birdy looks at the driver's strong back, his handsome neck, the wind ruffling his hair.He turns to her to check on her, smiling to reveal absolutely zero teeth.

The carriage lurches to a stop, waking Birdy. Birdy notices that Aelis's family is waiting for her by the road and they bum-rush the carriage. Aelis stands between her baleful father and step mum. Lord Sidebottom wears some of his old chain mail and it clanks as his push chair moves.Birdy jumps out of the carriage and races to Aelis.As Aelis hugs Birdy, she bursts into tears.She looks at Aelis, awash in tears. She feels the bag of silver at her side. She backs slowly away.Birdy looks at Aelis as if to say "I love you, I'm sorry." She hops back in the cart and taps Golden Tiger on the shoulder, hard.The wind whips Birdy's hair as she stews.

Birdy wanders into a town, bigger than her village, overwhelming her senses. The streets are bustling- sellers with food stalls and men welding steel. Birdy is dressed in baggy peasant's clothing, stolen from Golden Tiger.

Golden Tiger sits wearing Birdy's cape with her dress draped across his lap, showing too much flesh.

Ragged and exhausted, Birdy approaches a house in the woods, and staggers toward the door.She raps at the door using a large welded knocker. It thunders through an empty-sounding house. She waits. The door finally rumbles open, revealing her uncle George. He is tired and drunk, bloated and sad. Our Golden George is a thing of the past.Birdy removes her hat.She hugs her uncle around the waist.

Birdy sits across from George and Ethelfritha, wrapped in blankets and cozy. A fire roars. George and Ethelfritha wear their matching sleep outfits- George looks dashing but distracted, a little lifeless, in his silk robe. Birdy is eating an orange from an ornate dish.Beat.Birdy stares at her uncle, who was also her first love.He stares at her- despite the ways he's changed, her face still tugs at his heart strings.

George pulls back the covers on a bed in a richly decorated room and Birdy scrambles in.George sighs, sitting down in the rocking chair beside the bed.Beat.

Birdy sleeps, the candle burnt down to a nub, and George snores lightly in the rocking chair beside her. Ethelfritha, still in fantastic pajamas, busts in and shakes Birdy. She awakens with a start.

Birdy follows Ethelfritha to a large wooden habitat in the back yard. Between metal bars, she sees only sticks and leaves.Ethelfritha pulls a dead white mouse from her pocket and hurls it through the bars. The owls swoop and one catches it. They return to their bars, hoo-hooing and staring with their big eyes. Birdy looks on in awe.Birdy is finding her aunt more and more manic and also starting to consider the reality of the situation.Beat.Ethelfritha smiles. Birdy gets it. They are divinely trapped in their lives and sometimes it is not a curse but a comfort.

Birdy looks out at her home with a new fondness. Her arms are wrapped around George's waist as they gallop home on his white horse. George hops off the horse and helps his niece down, catching her in a hug as she slides off the saddle. For a moment, he can protect her. Then he lets go.They hug deeply.Morwenna rushes to the door, angry and frazzled.She hugs Birdy tight, crying into the front of her dress. Birdy kisses Morwenna all over the face, kissing her tears. The love between them is apparent and, for a moment, free of the push pull we've come to know.

Aislinn is in the midst of a painful and terrifying labor, on her knees on her bed holding two ropes tied to the bed post. Her chambermaid, concerned, supports her on one side while NAN the midwife is between her legs from behind. This isn't pretty TV labor- it is grim and real, the sheets soaked with sweat and dotted with blood.Aislinn screams. Birdy runs to the head of the bed.Her eyes roll back in her head.Morwenna is pulling at Birdy.Aislinn lets out a long, wild scream.Nan looks closely.The door opens and the priest, FATHER HUY, enters. A few servant girls scatter.The priest begins. Birdy watches in horror.Just then Rollo enters, screaming.Rollo grabs the priest by the neck.He hurries from the room, bellowing nonsense, then moves close to the terrified Nan.Nan looks at the cook.Rollo kneels at his wife's side.Her lip trembles. Her hands loosen on the ropes a bit.A soft, loving beat as they gaze into each other's eyes.

There is nothing to be done. You must baptize, father. Now. Bless them both.

Lord Rollo, we have tried all there is to try. The babe's head is stuck deep within her hips.

The town is misty and solemn. A few farmers are afoot but they move slowly in the heavy air.

The servants change out the dirty rushes and open the leather window flaps, letting the air and light in.

Close up: An empty cradle dressed in white lace. Close up: Aislinn and Rollo's empty bed. Sat in a rocking chair by the window, Aislinn- pale but mighty- breastfeeds a tiny, naked baby.We widen out to find a second baby in Rollo's arms.Birdy enters the frame and dangles a gold tassel on one baby's head, kissing the other. Aislinn laughs.

Birdy writes at her desk, the cradle beside her- the babies sleeping peacefully, head to toe, inside it. Birdy rocks the cradle with one lazy, ecstatic arm. She smiles at the babies, who slumber in linen swaddling.

Birdy lies in the tall grass, taking in her surroundings. She spies Meg and Alf walking further down the hill, holding hands and engaged in private, sweet conversation. Meg carries a rough but charming bouquet of flowers, a gift from Alf.

Birdy is talking with her drunken father and Robert, but this time it's not a fight. We barely hear them, as we exist in Birdy's roaring mind as she makes this decision. She holds the velvet bag of coins out and, knowing she's sealed her fate to Shaggy Beard, dumps them. The sound of clattering coins brings us into the present. Robert starts gathering and counting the coins.Rollo is shocked.They both stare at him incredulously.Robert begins to jump up and down like a teenage girl, does a happy dance and happy dances out of the room. Rollo looks at his daughter, understanding her deep and inherent goodness. She is a remarkable woman, despite him. Unsure of how to express this, he grabs her shoulders tight and, almost vibrating with love, shakes her. She nods at him as if to say "yes, sir."

Aelis and Robert dance at Aelis's wedding, staring into each other's eyes. Aelis looks like Lily Collins at the Oscars, only 14 and anaemic.The field is full of the people who love them and the ones they love. Birdy's whole family. Perkin in his finest coat (which has a rip at the seam). Morwenna with her breasts hiked high in a royal blue gown. Meg and Alf kiss and cuddle, their hands entwined with wedding rings on. Meanwhile, the Baker tenderly hand-feeds Berenice bites of fancy cakes and pastries from a platter. They kiss without shame as Lord Sidebottom grumbles in a push chair. As Robert and Aelis's dance ends, Aelis reaches for Birdy and together they dance a merry jig, whirling and twirling, no longer girls, though not exactly women either. We see Rollo dancing while Aislinn watches and smiles- he dances much like his daughter, delicate, free and joyous. He bows to his son, who bows back. They dance on, the moves all their own. Rollo looks as cheerful as he can. Aislinn stares at him as a single tear falls from his eye, despite his lips being stretched into a smile.She whispers something to him. His face contorts in pain.

The bells on Aelis's toes become the church bells ringing on a rainy morning. The family- Aislinn, the babies Eleanor and Mary Catherine, Rollo, Robert, Aelis- form a goodbye line for Birdy, who is stepping into a cart. Aislinn smiles, pained, and holds the babies up. Aelis tears up and Robert comforts her. Perkin stands with his goats, waggling a little finger awkwardly.Birdy steps past the group and through the gatehouse. They wave.Meg breaks through the crowd, running in her dirty skirt, and gives Birdy a quick kiss on the cheek. She turns to run back to the servants, but Birdy clutches her, hugging her as hard as she wants to hug all the others, panting into her hair. Meg lets out a little cry. After a beat, she lets go and Meg retreats. Before she turns onto the road, Birdy looks back at her family and- despite her clear pain and desperation- sticks her tongue out. It's a tiny gesture, brave and playful, and a teary-eyed Rollo takes it in.Birdy enters the carriage waiting beyond the gatehouse entrance.

As Birdy enters she makes eye contact with the waiting Shaggy Beard, who smiles tightly with his mouth though not his eyes, his hands folded around a handkerchief in his lap. He blows his nose. She doesn't smile back, but she is placid, resigned to her fate.The carriage takes off for Shaggy Beard's castle. As they ride he chats on and on, his dialogue dulling to an abstract drone in Birdy's ears.Then, a shout. "BIRDY!" Someone is calling. "CATHERINE! BIRDY!" Her father catches up with the carriage, jumping and pounding the side.It finally draws to a stop.Birdy looks at her father in shock.Birdy is utterly flummoxed- could this be real? Is it a hoax from the man who has always treated her like she's made of roaches? Shaggy Beard departs the carriage, careful of the mud, and stands in the road with Rollo.She starts to follow, but is sharply stopped:She watches from the window of the carriage.Beat.Etienne! My sword! Up by the gatehouse, Robert announces it to those around him, eyes lit up with excitement.The town rings out with people shouting DUEL!!! DUEL!!!Around Shaggy Beard and Rollo, townspeople start to crowd. They are SO DARN EXCITED. Robert appears with Rollo's sword, as well as his Rollo's MANSERVANT who begins to suit Rollo up with chain mail. On Shaggy Beard's side the same thing is happening with his groom. Aislinn and Morwenna appear, each holding a twin, and they grin at Birdy in nervous shock. Behind them, Perkin with Alf and Gerd and Meg- this is prime entertainment but there is also a hush- because it has consequences. Still in the carriage, Birdy is watching it all in awe.Shaggy Beard nods.Rollo nods solemnly.And OFF WE GO. The two men begin- while they aren't knights, they fight with some power and confidence, clearly each serious about winning. It's unclear for a beat who is on top, with each making some serious strides. Then, Shaggy Beard gets Rollo in a compromising position and he wounds him- a sword slash across the chest that bleeds. Rollo stumbles back, weakened and scared.Rollo looks to Aislinn, who makes intense powerful eye contact and blows him a kiss, then to Birdy who throws him an adoring child like gaze of wonder that says she believes him but, moreover, that she needs him. And with that he gathers his strength, lets out a growl and charges Shaggy Beard, who crumples:Robert steps in from the crowd.Robert and Rollo do the Medieval equivalent of a chest bump. Rollo lets out a cry of pain, realizing he just chest bumped with a chest gash.He staggers towards the carriage.And then, Rollo starts a cheer.The whole town joins. GIVE US OUR LADY! GIVE US OUR LADY! GIVE US OUR LADY! Shaggy Beard's carriage attempts to pull out but cheering villagers have circled around it and stopped it. GIVE US OUR LADY! The crowd starts to rock his cart. Inside, Birdy and Shaggy Beard are being jangled back and forth, sliding all around. Shaggy Beard screeches like a little girl. As the carriage stops our Catherine, smiling, realizes she is free to just dismount. And so she opens the door and hops out, coming face to face with her father who stares plaintively. After a beat, he grins. The last image of the scene: Birdy in her father's arms, both cheering.

Birdy takes her cage, walks to the window and opens the door. She releases her birds, one by one, into the air.It's a beautiful moment as she throws them each out and they fly through the air with ease and grace.Birdy waves at each of her birds. We can hear her call to them.She releases the final one and smiles to herself, running back toward the hall before she can see it take a massive nose-dive, making a hollow thump.

As dusk falls, Birdy walks along the stream. The same place she has always lived looks new and beautiful to her now- the setting sun creating a rosy glow. She walks up along the field.She troops through the village.She walks past the bakery.Birdy looks out over the sunset town, dotted with houses, carts, people, animals, life.

Birdy lays in her bed, hair down, scribbling away. As she writes, her words appear on screen in her signature cursive.Birdy hears a sound and looks out the window down at the haystacks, where Morwenna is in the throes of passion with the toothless cart driver.Birdy smiles. We pull out to reveal Perkin on a separate stack, writing slowly but surely in his own little book, showing the letters to a curious Gerd.

Edward sits at his desk, unwrapping a parcel.It is Birdy's diary- he opens it to a page with a drawing Birdy has made- her hand on Jesus's bum.

Birdy and Perkin play their usual game of fetch. He chucks the stick. She runs hard, ecstatic to be where she is, as he chases her. Behind Birdy, in the distance, a man comes on horseback. Is he a stranger? A messenger? Another suitor for her to fight? It doesn't matter right now, because what she doesn't know can't hurt her, and there's so much she doesn't yet know. She is panting, having caught the stick, and she throws it for Perkin, who takes off. The man on horseback looms closer.She raises her chin, her hair sweaty to her brow, and makes eye contact with the camera. Is that a wink we see? She looks behind her and notices the man, then looks back at us, shaking her head. THE END.

DARKNESS fills the SCREEN . SUPERIMPOSE : October 30 , 1995 DEAD SILENCE for what seems like an eternity , followed by a startling , bone - chilling SCREAM as we

The agonizing SCREAMS continue as we MOVE rapidly through a labyrinth of winding underground tunnels . Glowing torches light the way . Blurry , indistinct silhouettes of grim FIGURES wearing black - cowled robes flash along the dank , craggy walls . As we BLAST around dark corners , we realize we are looking from the P.O.V. of a SCREAMING young woman being pushed forward on a gurney . Plunging deeper into this hellish maze . A door is SLAMMED . Wooden . Heavy . Muffling the SCREAMS . Spurs CLANK on a pair of silver - tipped cowboy boots as a MYSTERIOUS STRANGER steps into VIEW . Long black duster . Widebrimmed fedora . Lit cigarette dangling between gloved fingers .

A rat scampers from a hole , foraging in the muck of a rotted rack . A white sheet , saturated with blood , covers the parted legs of JAMIE LLOYD , now 16 , cheeks flushed with perspiration .MARY , a young midwife , rushes in with a bowl of hot water . Jamie lurches , knocking the bowl out of the girl 's hands ; it SHATTERS on the floor .Mary 's face is frozen in horror . Jamie 's SCREAMS build to an unnerving crescendo . The paiin too much for her to bear . Lurid SHOCK CUTS from the previous `` Halloween '' entries - a surrealistic blend of IMAGES and VOICES - as Jamie relives her terrifying childhood ordeal :A -RRB- LAURIE STRODE -LRB- Jamie Lee Curtis -RRB- twists and squirms as she is strangled mercilessly in the hands of the murderous SHAPE .B -RRB- Trapped in her bedroom , 10 - YEAR - OLD JAMIE -LRB- Danielle Harris -RRB- struggles to open the door . She flings it open . The Shape is standing there , knife poised to kill !C -RRB- RACHEL -LRB- Ellie Cornell -RRB- dies in anguish as the Shape plunges a pair of scissors through her chest . TINA -LRB- Wendy Kaplan -RRB- dives right into the path of the Shape 's knife . `` Jamie , run ! '' D -RRB- Jamie sinks to her knees behind the fallen Shape , taking its hand in her own . CLOSE ON the Shape 's hand . Fingers flexing to life . A grotesque BRAND on its wrist - an inverted isocsceles triangle that will come to be known as the mark of THORN . E -RRB- BLINDING EXPLOSION rips through cinderblock . A jail cell blown to oblivion . FIRESTORM rages . The MYSTERIOUS STRANGER appears , opening fire with a SEMI - AUTOMATIC RIFLE . Pitiful wails of death . OFFICERS writhing in pools of blood . In the aftermath of this carnage stands YOUNG JAMIE .

Michael Myers is here to kill that little girl and anyone else who gets in his way!

Somebody help me! Dr. Loomis, are you out there? Can you hear me?

That's the whole idea of living in the country. I thrive on the seclusion.

And in all these years, I've never known you to make house calls, Dr. Wynn. Especially at this hour.

I hope you did n't come all the way out here in this storm just to quote Freud.

Why - congratulations! I can think of no one better suited for the position.

You should know that it's not wise to play Halloween pranks on me.

Even after my stroke six years ago they practically had to hold a gun to my head to get me to retire. Now things have changed. I've changed. The ghosts have been buried. Why on earth would I want to dig them up again?

Please try to understand, Terence. I've already made up my mind.

It was Jamie Lloyd. She came back, as I knew she would one day. And whatever has brought her back has brought Michael back as well.

That's what someone wants us to believe, but I tell you Michael is alive. I feel him. I sense the evil that lives inside, just as I did all those years as I watched him. Sitting behind these very same walls. Staring. Growing stronger.

As my colleague, as my friend, please. I ca n't go through this again. Not alone. I need your help to stop him.

I'd like to introduce you to Terence Wynn, the Chief of Staff at -

I suppose it was a ghost that did all this. A ghost who called the radio station last night. Maybe that same ghost is lying over there right now.

Right now at least one girl is dead and Jamie Lloyd is in there fighting for her life. She is the last of his blood line. If she dies -

I've been knocking. The door was open. Is everything all right in here?

Michael Myers was just six - years - old when he stabbed his sister to death in 1963. Here in this house. For the next fifteen years, I became obsessed with finding out what was living inside of him. He was my lift's work and my ultimate failure. I knew what he was but I never knew why.

There's a living force inside of him. Driving him. And I fear that somehow it has been unleashed again.

He crept up these stairs and made his way into this room. His sister's room. Right here. Where it all began.

This house is sacred to him. It's the source of his memories - his rage. Mrs. Strode, I beg you. Do n't let your family suffer the same fast as Laurie and her daughter.

This force which drives him, which keeps him alive, comes from something more powerful - more deadly than we can possibly imagine. The embodiment of all that is evil.

Lock the doors and call your husband. Get your family as far away from Haddonfield as possible.

Mrs. Strode, Michael Myers is here to kill his family. And he wo n't stop until you are all destroyed. I only thank God that I found you before he did.

Now will you do something?! How many more innocent people have to die?!

I know enough already. Just shut your mouth and take me to that baby.

Jamie struggles against her bonds . Pushing . SCREAMING . Lapsing in and out of consciousness during the excruciating pangs of labor . Haunted by low , moaning VOICES . CHANTING .

RESUME Jamie , filled with repidation as she staggers through the smoke - filled cell into a darkened , drizzly alleyway . JAMIE 'S P.O.V. Beyond the clearing wisps of smoke , THREE FIGURES wearing black ski masks usher THE SHAPE - arms and legs shackled in heavy chains - into the back of a white van . BACK TO SCENE Mutely terrified , Jamie backs away - into the arms of another figure , obscured by smokescreen : the Mysterious Stranger ! Jamie 's scream is cut off as the Stranger descends upon her like the Angel of Death . A cigarette arcs throug the darkness like a tiny flare . Crushed under the boot of the Stranger . A moment later , Jamie is shoved into the front seat of the van . Doors SLAM . Tires SCREECH over wet pavement . THE ENTIRE PRECINCT EXPLODES IN A HUGE CONFLAGRATION !

A SLAP and the first cry of the newborn BABY . Jamie sobs uncontrollably , the straps preventing her from reaching him .The infant is wrapped in black swaddling . The wooden door CREAKS open . Jamie 's eyes fill with horror as the shadow of the Stranger fills the room . Standing at the threshold . Waiting to receive the child .The dark sentinels march out in somber procession , ignoring her desperate pleas . Torches lighting the way .Jamie 's heartrending SHRIEKS are cut off by the cold sound of the SLAMMING DOOR . FADE TO BLACK . MAIN TITLE SEQUENCE A diaphanous column rises , a ghostly , slow - motion cylinder of flame that BURNS through the SCREEN to form the MAIN TITLE : HALLOWEEN 6 The OPENING CREDITS are BRANDED against the BLACK SCREEN by an invisible , kenetic force , interspersed with a SERIES OF CUTS : Jamie 's baby is lain upon a primitive altar . Ringed by eleven stones engraved with cryptic markings . Hooded , faceless figures . Torches held aloft . Disembodied VOICES . Whispering . Invoking a dark spell . MARY , the young midwife , peers around a corner . Eyes glazed with horror . Watching . Spying . The newborn SCREAMS . The flattened blade of a dagger smears a triangular symbol in blood over the baby 's torso . We MOVE IN on this symbol , capturing it in FREEZE FRAME . It burns off into fiery cinders , disintegrating into DARKNESS . Silence . Then a startling CLAP OF THUNDER as we A SIGN POST standing askew in a matted patch of lawn . WIND and RAIN . INTENSE FLASH of LIGHTNING illuminates : `` For Sale By Strode Realty - SOLD ''

MOVE along a trail of drowning toys - baseball , Power Rangers , a deck of Pogs - TOWARD a weather - beaten porch . Leftover gallons of Sears Best . Brushes soaking in turpentine . A dozen or so 2 x 2s l ; ined up to replace a row of broken railing slats . P.O.V. LOOKS UP to the tall , brooding edifice . Address reads : 45 Lampkin Lane . Fresh coat of white paint over old clapboard . New shutters on the narrow windows . A jack - o ' - lantern grins behind filmy curtains . The Myers house . Despite its recent face - lift , it looks just as foreboding as it did in `` Halloween I. '' P.O.V. stalks down the side of the house , around to the back door . Opens it and quietly MOVES inside . P.O.V. MOVES across the darkened kitchen . A drawer is opened . LIGHTNING reveals a large butcher knife being withdrawn . P.O.V. glides past the living room - a few boxes , furniture to be arranged - and MOVES swiftly UP a long flight of stairs . Down the long , dark hallway . through a door . A bedroom . P.O.V. FINDS 6 - year - old DANNY STRODE . tossing and turning in the throes of a nightmare . An ear - splitting THUNDER CRASH causes the boy to bolt upright in bed , looking right into the P.O.V. Sweating . Shaking . Petrified . DANNY 'S P.O.V. . The THUNDER seems to ROAR from the ferocious jaws of T - REX - a 24 '' scale model posing on a shelf among an army of Jurassic monsters . Seemingly brought to life by the ELECTRICAL STORM . FOLLOW DANNY as he leaps out of bed and pads across polished wooden floors into the hallway . LIGHTNING FLASHES . With the next THUNDER CRASH comes a startling , barely intelligible VOICE .Danny freezes . Slowly turns . DANNY 'S POV An ominous shadow at the end of the hall , illuminated by LIGHTNING . Long duster and brimmed hat . The Stranger ! In his outstretched hand , the gleaming butcher knife !BACK TO SCENE Danny screams ! THUNDER CRASHES HELLISHLY . Lights flash on . Doors fly open . Suddenly Danny is swept up in the protective arms of his mother , KARA , 22 .The little boy holds onto her for dear life . Crying hysterically . Eyes clenched tightly .Kara looks in the direction he 's pointing . In the light there 's just an antique coat rack - `` dressed '' in a hat , rain jacket and old silver - tipped umbrella .Danny dares to look - but now only cries harder . Kara carries Danny back to his room , averting the steely - eyed gaze of her father , JOHN STRODE , staunch , late 40s , wearing boxer shorts and a well - worn undershirt .Kara ignores him as her mother , DEBRA , careworn face with compassionate eyes , tries to lend a hand .Debra sighs resignedly . TIM , 18 , stocky and streetwise , wearing torn red sweat pants and `` Ice - T '' t - shirt , casually replaces his Walkman headphones and returns to his room .

Some of us have to get some sleep around here. What's with that kid?

Stay away monters, stay away ghouls. Stay away from Danny. You jerks know the rules.

Home is here in Grandma and Grandpa's new house. At least while I'm in college. Remember our deal.

They did, did they? Since when did we start listening to the kids at school?

If you mean the things Grandpa says sometimes, ignore him. Once he gets to know you he'll come around. Let the bad things you hear slide right off your back.

It's called psychology, Mom. Living in this house is what's driving me crazy.

Do you mind telling me what this is all about? Tim and Beth are waiting for us.

Do you know how insane this is? Who am I supposed to be looking for?

Runes were a kind of early alphabet that originated in Northern Europe thousands of years ago. They were symbols - carved out of stone or pieces of wood. Of all the runes, Thorn had the most negative influence. Cults used them in blood rituals to portend future events and invoke magic.

Oh, God - Where's Danny? Kara flies down the hall, the baby in her arms. Tommy moves out right behind her.

Danny, do n't ever walk off without telling me where you're going!

Mrs. Blankenship, what did you mean about the little boy who used to live across the street?

There's nothing to be scared of, baby. It's just another storm. Try to get some sleep.

I'm across the street. I can see you. Beth, I want you to listen to me. Get Tim and get out of that house. Right now.

Beth, look out! There's someone in the room! He's right behind you!

Michael, please. You can make him stop. You remember, do n't you?

Remember what he did to you that night. What his voice told you to do. You can stop it, Michael. Stop the voice forever.

The kids at school said this is a haunted house - that a bad man used to live here.

Tommy's my new friend. We've been playing'til you got home. He knows all about dinosaurs.

You stinkin' kids got three seconds to get the hell off my property! One, two -

Kids are what's ruining this country. Everywhere you go, it's the same. No goddamn respect.

She do n't show her face for five years, then expects us to roll out the red carpet. You think going to college is gon na make up for your mistakes, girl?

That's it, Debra, keep slipping her the cash. While you're at it, why do n't you just give her all our goddamn money?!

You ever raise your hand to me again, I'll kill you, you understand?

What in God's name are you talking about, woman? When are you gon na stop listening to those damned talk shows?

Pretty woman, walking down the street. Pretty woman, the kind I'd like to meet.

. Debra, open this goddamn door before I break it down! You got to three.

So this is the game you wan na play. Fine. Go ahead. Keep it up all night.

When I get my hands on you, kid, you're gon na wish you were never born!

Cognitive Therapy and Emotional Disorders? What are they teaching in college these days? The art of going crazy?

Kara, wait. John. Ca n't we all just sit down? Try to be a family for once?

I thought inheriting your father's house. the business. moving out here might change things. But you're still the same, John.

Kara has come home, and I'll be damned if I let you turn her away again.

He told me about the terrible things that happened here. In our house.

John, they sound Jamie Lloyd this morning! Someone tried to kill her!

I'm getting the children out of here. At least until we know what we're dealing with. John, I want you to come with us.

Kara opens the closet and switches on the light . Satisfying Danny that it 's empty , she breaks into her perfunctory routine .Danny giggles as his pretty young mother tucks him in .Kara sighs . They 've been through this one before .Danny is afraid to tell her .Kara tousles his blond hair and kisses his forehead . Then she goes to the closet , just about to turn out the light -Kara adjusts the closet door , causing one of Danny 's school drawings to fly off the wall . She picks it up on her way out .Kara softly closes the door . Danny lies awake , blankets drawn up to his chin , eyes wide . Still very much afraid .

Kara yawns , removes her glasses and rubs her eyes , setting Danny 's drawing on a pile of open books . Cliffs Notes and Diet Coke cans . Telltale signs of a late - night cram session . Adjusting the dial on her FM/alarm clock , Kara begins to move about the little room , slipping out of her clothes as the subtly - seductive voice of a WOMAN comes over the radio :The woman is cut off by the nasally , steel - trap voice of HARRY SIMMS , talk radio 's most popular man of controversy :Wearing only her bra and panties , Kara moves to a full - length mirror and lets down her long , flaxen hair . Beneath her studious exterior , she is quite attractive : delicate features with an enviable , naturally - toned figure .A CLICK as the woman is abruptly DISCONNECTED . Kara suddenly whirls around , startled by a FLASH of something - a face - in the mirror ! Drawn to the window behind her , she rubs off rainy mist and peers outside . KARA 'S P.O.V. of the large Victorian frame house directly across the street . Another FLASH OF LIGHTNING reveals the shadow of a man standing in the uppermost window - looking right at her ! ANGLE ON KARA Frightened , her eyes lock on Danny 's drawing . A child 's scribbling in red Crayon : The triangular symbol of Thorn !

I know this sounds crazy, Harry, but I love him. I write to him every week. I think I even want to have his child -

Let me get this straight, Debi. Now you're saying that not only does this guy get you sexually aroused, but now you want to bear his offspring?!

Deep down, he's just like you and me. He just needs someone to understand him. Someone to love him.

You're talking about one of this nation's most notorious serial killers like he belongs in some kind of Est seminar! What planet have you been on, lady? Michael Myers has been dead for six years!

Now we've got someone who claims he's actually seen Michael Myers. Does this whacko caller have a name?

Sounds like you're a candidate for electroshock therapy, Tommy. Do n't tell me after all this time you still believe Myers is alive?!

Next up is Dwayne. What's on your feeble excuse for a mind, `` Dwayne?''

Do you have a point to make here, Dwayne, or should I just keep practicing my wrist exercises?

You people really get me. What are they putting in the water in that town?

For anyone who gives a flying circus, this is Harry Simms - the light in your night, the love of your loins - and I want to hear from more of you bogeyman believers out there. So give me your best shot at 1 - 800 - 878 - 7274. That's 1 - 800 - URTRASH!

So they're trying to kill you and your baby. Do n't tell me. Your name also happens to be Rosemary.

This is Hard Harry Simms harping on ya from the Big Apple. Tonight's the night and the place to be is the First Annual Harvest Faire. So come on out of your broom closets, ` Fielders, and bogey the night away with me.

I'm coming. Yes. I'm coming. Get ready. I'm coming. Oh, yes! Yesss!

Made ya look! I'm coming, all right. And you better be there. Tonight. Let's do it together.

It's almost that time, all you kiddies and women with big - hey, what rhymes with kiddies? So let's count it down as we get down to the witching hour!

I'm here with Tim and Beth - the organizers of tonight's event. How does it feel knowing you've finally pulled Halloween out of the closet?

I'll remember that the next time my wife tells me I did n't make her climax.

Kara draws the priscilla curtains over the window as we PULL BACK through the pouring RAIN . toward the house across the street . An ornate sign on the front door reads : `` Blankenship House - Rooms Available '' CRANE UP toward the window where the shadowy figure stands . An insidious CRASH OF THUNDER as we PUSH through the window .

A macabre display of old newspaper headlines , arranged helterskelter on a wall : `` HALLOWEEN KILLS ESCAPES FROM ASYLUM . '' `` HORROR IN HADDONFIELD : MICHAEL MYERS CLAIMS 16 LIVES . '' `` REIGN OF TERROR ENDS AS MYERS PERISHES IN VIGILANTE EXPLOSION . '' Harry Simms BOOMS over a state - of - the - art HiFi system . A cassette tape RECORDS the continuing broadcast .Staring out the window at the Myers house , TOMMY DOYLE , a strapping 25 - year - old with reddish brown hair and intense eyes , cradles a cordless phone .Tommy paces nervously around his sparsely - furnished attic apartment . Classic horror movie one - sheets and mint first edition comic books share wall space with a chilling array of guns , knives , and survivalist weapons .Tommy pauses , mesmerized by one of the newspaper clippings .MOVE IN TIGHT on the headline , frail and yellowed by age : `` November 1 , 1978 . TOMMY DOYLE SURVIVES BABYSITTER BLOODBATH . '' Directly beneath this : `` November 3 , 1989 . JAMIE LLOYD FEARED DEAD IN POLICE STATION MASSACRE . '' CLOSE ON a photograph of young Jamie and

My name's Tommy. I was only eight - years - old when I saw him. But I was lucky. I survived.

Michael's work is n't finished in Haddonfield. Now it's just a matter of time before he comes home to kill again. But this time I'll be ready.

Dr. Loomis, thank God you're here. You heard her, did n't you? It was Jamie.

I'm Tommy. Tommy Doyle. Laurie Strode - Jamie's mother - she was baby - sitting for me that night -

I know he's alive. People in this town - they want us to believe he's dead. But I know. I've always known.

Oh, God - his cousins. The Strodes. They're living in the Myers house!

Shhh. Okay, okay, Kyle. You like that name? Yeah, I think it suits you.

It's okay, big guy. Do n't you worry. I'm gon na take care of you.

I - I'm your neighbor from across the street. My name's Tommy. Tommy Doyle.

I want you to listen very carefully to everything I'm about to tell you.

I want you to watch your house. You can see everything from this window.

Kyle's mother might be dead for all I know. Now I'm afraid he could be next.

It was there when I found him this morning. It looks like some kind of letter or number or -

` In ancient times, Thorn was believed to cause sickness, famine and death. Translated literally, it was the name of a demon spirit that delivered human sacrifices. on the Celtic celebration of Samhain.'

` When applied directly to another person, Thorn could be used to call upon them confusion and destruction - to literally visit them with the Devil.'

To find the rest of your family before Michael Myers does - or whoever's been controlling him.

Mrs. Blankenship, have you seen the little boy who came in with me and -

Jamie remains strapped to the table , wrapped in bloody sheets . Eyes closed . Deathly still . Suddenly an urgent , WHISPERING VOICE pierces the darkness :Jamie startles awake to see the midwife frantically releasing her straps .Jamie ca n't believe her eyes . Mary opens a threadbare knapsack - revealing the baby inside ! A soul - shuddering RUMBLE echoes throughout the cavern . Jamie leaps up , eyes wide with fear , sensing the evil presence .Pulsing with adrenaline , Jamie harnesses the knapsack over her shoulders and follows Mary out into the tunnels . TUNNEL GATE Chains GRIND over rusted pulleys . A massive iron gate rises , revealing a pair of filthy work boots . Legs planted in bold stance as a tall , ominous shape begins to emerge . ANOTHER TUNNEL The terrified midwife leads Jamie with her baby on a breathless flight through the winding network of tunnels . Haunted by the ECHOING SOUNDS of the rising gate . STALKING P.O.V. - THROUGH TUNNELS Gliding forward into the hollow catacombs . Slow by determined . Sensing the way . ANOTHER PART OF THE TUNNELS Reaching a corner , Mary stops and sends Jamie off in the opposite direction .Jamie runs , disappearing down the dark tunnel . Mary quickly removes her shoes and tears off , now SILENT . STALKING P.O.V. surges around a corner . FINDS Mary . MOVES IN on her . ANOTHER ANGLE Mary turns in small circles . Fear mounting as she falters into darkness . Heavy , labored BREATHING fills the tunnel . A mask - the pale , neutral features of a man weirdly distorted by the rubber - materialized out of the void right behind her . THE SHAPE ! Mary turns , about to scream when the Shape lunges out , lifts her up by the nape of the neck and SLAMS her forehead into a large metal SPIKE jutting out from the cavern wall ! Leaving her impaled like a fish on a hook , the Shape resumes its relentless pursuit . Eerie under the lighted torches . END OF TUNNEL Jamie runs frantically . Methodical , heavy FOOTSTEPS behind her . She chances a look behind . The Shape is coming ! Jamie vaults up a dark stairwell . A trap door above . It wo n't budge . Jamie frantically POUNDS against the hatch . The Shape mounts the stairs ! Strength fueled by sheer desperation , Jamie forces the door open . Tumbles onto muddy ground .

Jamie drags herself out of the hole and half - runs , half - stumbles with her baby through an ugly , charred forest . Sharp branches whip at her face . RAIN falls . LIGHTNING streaks across the sky . As if hell - spawned , the Shape emerges from the underground chamber and trudges forward , bold and unstoppable . Jamie tumbles into a gully , nearly dropping the knapsack . She picks herself up , hands groping at rain - sopped earth . The Shape is right behind her !

A slap - happy , overweight MOTORIST sips coffee from a 7 - 11 cup , straining to see the road through falling rain and fogged - up glasses . Harry Simms keeps him mindlessly occupied .The Motorisft lets out a hardy GUFFAW , spilling his coffee .Fingers burning , he searches the glove compartment for a napkin .The Motorist looks up . Eyes go wide with panic . Startled GASP . P.O.V. THROUGH WINDSHIELD Jamie stands in the middle of the road , SCREAMING bloody - murder .

I'd just like to say that I listen to your show every night, Harry. I think you're the best. I ca n't tell you how excited we are that you'll be paying a visit to our little town tomorrow night.

Harry, you're too much. I'd just like to say that I understand how things have changed in the 90's. Gays in the military, cut off your husband's do - jigger, become a national hero. But I just ca n't see any sense in bringing Halloween back to Haddonfield.

Tires SCREECH . The pickup stops on a dime . The Motorist just sits there , mouth agape as the shrieking girl throws open the door and clambers into the passenger seat .Through his side - view mirror , the unsuspecting Motorist sees the outline of a quickly - approaching man . Unrolling his window , he rubbernecks a look outside .CRUNCHING BONE and TEARING FLESH as the Shape 's hands shoot through the window , twisting the man 's head off his shoulders ! Jamie SCREAMS ! Lunges for the steering wheel . Slams her foot down hard on the gas . ANOTHER ANGLE The pickup bullets forward , fishtailing up the road , never slowing down as the driver 's door flies open , dumping the motorists 's headless bulk into a muddy ditch .

Jamie drives . Checks to see that her baby is safe . Then lets out a PRIMAL SCREAM . A hysterical release of fear and rage , drowned out by the squabble of VOICES over the radio :

You're coming here for this Halloween fair - it's all just a game - a publicity stunt for you, is n't it Harry? These kids - they're not old enough to remember what Myers did here. They look up to you. Now you're just asking for trouble.

LIGHTNING FLASHES and RAIN pelts the windows of a bucolic cabin . This is a man 's retreat and has been for years . Dark wood , worn leather , a few tastefully - chosen antiques . Floor - to - floor ceiling shelves containing a myriad of books and an impressive display of awards and degrees , all bearing the name : SAMUEL J. LOOMIS , Ph.D. . After a STATION IDENTIFICATION , `` The Harry Simms Show '' resumes , tinny - voiced CALLERS blaring over a handsomely - restored 1928 Bremer - Tully .MOVE IN behind a bald , sharp - featured man , hunched over a can as he reminisces over a collection of framed photographs - memories of his wife and children .Turning at the mention of his name is DR. LOOMIS himself , wearing spectacles , a comfortable sweater and his trademark goatee . For the first time ever , we actually see him smile . The burn scars on his face have all but faded away . Last traces of the horrid past .Loomis hobbles to the desk and finishes cutting out a newspaper article . As he arranges the strips of paper in a leather - bound scrapbook , a sudden KNOCK at the door gives him a startle .

All these fanatics aside, Harry, I'd personally like to thank whoever did the masked one in. Saved us tax - payers a lot of money in the long run.

Yeah, that sucker's been dead for six years. It's about time they had a Halloween revival in this town. Now my kids can stop driving me crazy!

What happened to that psychiatrist of his? Loomis, I think was his name. I heard the old quack was dead.

Harry, I just won first prize for ugliest costume! Guess who I'm dressed as.

An ominous FIGURE , clad in hat and trench coat , stands beneath the glowing porch light , silhouetted in the pouring RAIN . Loomis opens the door , eyes straining in the semi - darkness , trying to identify his unexpected visitor .

Shuffling inside , dripping with rain , DR. TERENCE WYNN , a well - dressed gentleman in his 50s , removes his hat and coat , quickly making himself at home by the crackling fire .Wynn heads for the kitchen , rummaging through cabinets and drawers as Loomis dutifully wipes up his muddy trail .Loomis immediately senses that Wynn has an angle .Wynn returns with a bottle of Irish whiskey and two shot glasses . Thrusts one in Loomis 's hand and begins to pour .Loomis is abruptly stunned and delighted by the news .The two old sparring partners drink to the occasion . But Wynn 's angle soon comes to the helm .Loomis prepares himself for the bomb .Loomis scratches his head and settles down into his comfortable easy chair , amused at the irony of Wynn 's speech .Loomis finally looks over at Wynn , surprised to find him standing at the desk , looking through his scrap book .We follow Wynn 's gaze down toward the open page . A blazing tabloid headline : `` MICHAEL MYERS - DEAD OR ALIVE ? ''

Christ, what a night! Not even so much as a sign for five miles on that road!

Do n't tell me that the reviled Rasputin of Smith's Grove has grown complacent in his golden years. I do n't buy it for a single second, Dr. Loomis.

Unlike you, Sam, I learned many years ago not to second - guess the motives of my fellow man. Remember what Freud said : ` Sometimes a cigar is just a cigar.' Or, in this case, a drink is just a drink.

As always, your keen powers of perception astound me. And you're right. I've come to celebrate.

After thirty - two years as Psychiatric Administrator, guess who has been named Smith's Groves new Chief of Staff.

Of course, I need a new Administrator. Someone who can bring new life - and some old blood, if you'll pardon the expression - back to our program.

You're the only man for the job, Sam. Things have n't been the same since you left. I'm recruiting the best psychiatric team in the country. Old colleagues. This is your change to finally make a difference.

Seems to me there's at least one ghost that's still lurking in your closet.

But with Rogers and his house of hacks gone, you'd make the rules. Just think it over.

You do n't know that for sure. It could have been anyone. A practical joke. Kids.

After six years? Sam, she died with him in that explosion after the -

Cancel all my appointments. Get Dr. Loomis anything he needs - files, tests, records of every treatment ever administered to a former patient of ours - Michael Myers.

That's right. We think there's a very good chance he might still be alive.

Notify Haddonfield's sheriff ; tell him we're on our way. I want the entire staff on alert. We go to code red lockdown for twenty - four hours.

There's more people moving eastbound down Old Reservoir Road past the elementary school.

Sam, I just got word from the hospital. You'd better get over there right away.

Sam, you know you never fail to amaze me. Yesterday happily retired, today right back in the thick of things. Somehow I knew you still had it in you.

Come now, Sam. This is a gathering of old friends. I know how difficult this must be for you - a man of your upbringing and integrity - but now that I'm in charge I felt it was only fair that you finally know the truth.

After all, you're the only one around here who's still in the dark, as it were. This is n't the way I wanted to tell you, but you've really given me no other choice.

Your madness is another man's greatness. This is the way things have always been. You've just been too blinded by your own reality to see.

But having you on the outside has been convenient for us in many ways.

You always did come through - our loyal watch dog. Finding him. Bringing him back to us once he'd finished his work. Although after you had that nasty stroke the last time, I had to go after him myself. And what a terrible time we had getting him out of that jail cell.

She has the gift - the blood of Thorn running through her veins. Michael's mother had it, too. So for six years I incubated her, prepared her for this night. Michael has served his purpose. And soon we will have a new progeny.

It's a curse. Handed down through countless generations. As ageless as this celebration which you call Halloween.

Its calling card, if you will. I follow it. Protect it. Act as its guardian. In a sense, Sam, so do you.

I know you have more questions, my friend, and there's so much more for you to try to make sense of.

Look at him. So silent, yet so deadly. He moves when I tell him to. Act on my impulses. Feels what I feel.

We're not the only ones, you know. There are many believers - generous contributors to our church. You'd be amazed to know how far it reaches.

Behind, Disciples of Thorn! The final sign! The birth of the heretic child, delivered unto us on the eve of our great Feast of the Sun. as I have foreseen it.

Spirits and powers of the flame, attend and witness this ritual. Bear our gifts to Thorn. Open us to the path of Darkness. By these runes transform us. Open our eyes and show us the Chosen One to whom we offer this sacrifice of Innocent Blood.

Strong and fierce Thorn, Thundered, by thy hammer we summon thee and offer this sacrifice of innocent blood. Let thy Darkness descend on your son. Danny. Lord of the Dead.

Jamie 's getaway truck ROARS around a bend , tearing up a deserted stretch of highway . The STORM rages .

Jamie strains to see as she drives through sheets of RAIN . Bone weary , fighting panic , holding one hand steady against the wheel , the other on the CRYING infant .Something up ahead . Jamie 's face fills with expectancy . JAMIE 'S P.O.V. - THROUGH WINDSHIELD A lighted sign appears out of the darkness . Glowing salvation . Familiar red - white - and - blue logo . `` GREYHOUND . ''

The pickup drives into the glow of orange vapor lights . SKIDS to a stop in a deserted parking lot . Jamie staggers out , cradling the knapsack as she runs toward the old depot .

Jamie blasts through double glass doors . But the bus station is devoid of life . Empty benches . Blank ARRIVAL/DEPARTURE signboard . The low hum of vending machines . Jamie moves toward the ticket counter . A handwritten sign left by the attendant : `` BACK IN 20 . '' Shivering , holding her baby , Jamie enters an old - fashioned phone booth . Picks up the receiver and immediately dials 911 .Jamie slams the phone down in terrified frustration . Suddenly she becomes aware of the radio program . Piped in over ancient loudspeakers :The STATION IDENTIFICATION cuts in . Jamie picks up the receiver and frantically dials the number .

You have reached Haddonfield Emergency Services. Due to severe weather conditions, all circuits are momentarily busy. If this is not an emergency, please dial directly.

We're not going to hurt you, Jamie. He chose you. Now it's time.

Wynn does n't give up the sales pitch even as Loomis leads him to the door . The radio program still squawking in the b.g.As Wynn continues to talk , his voice trailing off into nothingness , Loomis 's attention is diverted to the VOICES on the radio .Loomis 's eyes widen ; a man possessed .Loomis staggers . A lifetime of nightmares coming back to haunt him all at once .

PRESS IN TIGHT ON TOMMY in bed . Listening through headphones . Sitting upright . Thunderstruck .

Wynn watches with rapt attention as Loomis unlocks his safe and withdraws a metal case . He pops it open , revealing his trusted .357 Magnum and a box of cartridges .

A bus has arrived . The ATTENDANT returns to his post . Jamie hangs up the phone , filled with trepidation as PASSENGERS file inside . A strung - out ROCKER . A pair of stern - faced NUNS . A PRETTY TEENAGER greeted in the loving arms of her BOYFRIEND . Just as she is about to step out of the phone booth , a TALL MAN , back turned , wearing a hat and black trench coat , moves to stand outside the booth ! Jamie freezes . Securing her baby in the knapsack , Jamie throws open the door . Suddenly the Tall Man steps in her path !Shaking uncontrollably , Jamie shrinks away . Backing down a narrow hall through the door marked `` LADIES ROOM . ''

Water runs into a grimy basin . Unable to contain her tears , she washes the newborn . Takes a roll of paper towels and tries to rub the triangular blood mark off his chest . Suddenly the lights go out . Jamie gasps . Clutching her baby , she turns off the faucet and melts into the darkness . The door CREAKS open . FOOTSTEPS echo inside . JAMIE has locked herself inside one of the stalls . Heart pounding . The FOOTSTEPS grow louder . Jamie 's eyes dart frantically . STALKING P.O.V. MOVING methodically past the row of stalls , pushing open each door , revealing that they are all empty . A CRASH from the last stall . P.O.V. moves toward it . RUSTLING and MOVEMENT inside . A HAND pushes on the door . An open window above the toilet . Jamie is gone !

Jamie trembles off a stack of crates piled beneath the window and dashes around the side of the depot . Suddenly the bus ROARS by , sending up a muddy wave as it pulls out , disappearing down the highway . Jamie moves swiftly across the parking lot , clutching the knapsack . She throws open the door of the pickup and jumps into the driver 's seat .

Slapping down the locks , Jamie thrusts the key into the ignition . The engine REVS to life . She guns it , peeling out of the parking lot . Back toward the highway . She drives on , suppressing her tears , stealing glances at the knapsack bunched up on the passenger 's seat . Then she turns and looks forward with concentrated attention . JAMIE 'S P.O.V. . A sign looms ahead : `` Haddonfield Memorial Hospital - 10 Mi . '' BACK TO SCENE Jamie sighs with relief , steadying the wheel just as - HIGHBEAMS flash on right behind her , a juggernaut roaring out of blackness ! Jamie 's eyes flood with terror . JAMIE 'S P.O.V. - THROUGH WINDSHIELD The grill of a familiar white van shoots forward , SLAMMING violently against the pickup 's rear bumper . JAMIE is jolted forward in her seat . Holding on the wheel with a white - knuckle grip as she 's repeatedly hit from behind .

The unseen madman noses forward , veering sharply over the double yellow line , scraping sides with the truck . Headlights sear a path through the night , locked in neck - and - neck profile . SPARKS flashing at 70 - miles - per - hour . The van forces Jamie onto the shoulder . It leaves the road , tearing branches from trees . Jamie SCREAMING .

A quick - cut MONTAGE , events ticking out in fractions of a second like a nightmare : The pickup springboards over a gulch and slams down hard , tires spinning in waves of mud , careening through a vast field . A pumpking patch . The van reappears in a glare of headlights . Its engine screaming with fire - breathing rage . The pickup puts on a furious burst of speed . Eating up pumpkins and spinning out chunks of splattering seeds and pulp . The van bears down hard , slingshotting across the field , whizzing past the pickup , cutting right in front of it .

Something heavy is thrown from the back of the van right through the windshield ! Glass EXPLODES ! Jamie SCREAMS , hands going up instinctively to protect her face . Swerving wildly out of control . She looks to see a sprawling , mutilated corpse on top of her . Wide , cold , lifeless eyes - Mary !

The pickup rockets at breakneck speed toward the edge of the field . Suddenly - JAMIE 'S P.O.V. . The Shape stands in the field , tall and unmoving , white mask glowing hideously in the rush of oncoming headlights . BACK TO SCENE The truck plows into the Shape , dragging it under , SLAMMING headlong into the trunk of a huge oak tree . Everything is abruptly and shockingly silent . Like a phantom in the night , the van is gone . The Shape nowhere to be seen . Steam billows from the pickup , engine TICKING , a heap of shattered glass and mangled steel . Pinned against the base of the tree is a shape in human form - a scarecrow ! MOVE IN on Jamie , face - down against the steering wheel . Coughing on the noxious fumes , she stirs back to life . Slowly , painfully , she shoulders the door . Falls onto the ground . A SPARK ignites . BLINDING FLASH as the gas tank EXPLODES , setting the truck ablaze . Jamie turns , her face a frozen rictus of horror . Debris rains down on her . Suddenly a grim shadow rises from the field . The Shape - wielding an enormous butcher knife ! Jamie rolls onto her back , SCREAMING .Suddenly the knife plunges down and lands with a terrible THUD .

The knapsack catches fire . but inside there is no baby . Only a roll of paper towels from the bus depot . THE SCARECROW burns ; mocking Jamie with its grinning , hand - painted face . THE SHAPE looks at us , white mask scintillating against blinding rays of SUNLIGHT . Rivulets of blood drip off a large carving knife . PULLING BACK , we see it is a life - sized , knife - wielding effigy of Michael Myers , sitting astride the `` For Sale by Strode Realty '' sign . Stage blood spells out the words : `` He 's coming ! ''

John Strode looks up with disgust as he inspects the grim monument that 's been left on his front lawn during the night . Puffing on a cigarette , wearing slippers and a flimsy bath robe , John raises a large axe . A group of neighborhood KIDS - some dressed in Halloween costumes - stand a safe distance away . Gathered on the sidewalk . Gawking , whispering , tittering . John angrily swings the axe into the signpost . The kids jump with a collective start .Suddenly the sign crashes down - and `` Michael Myers '' with it . The kids huddle . John turns on them , brandishing the axe .That 's all it takes . The kids scatter , tripping over one another as they tear off down the black . Satisfied with himself , John stubs out his cigarette and hauls the sign and its now - headless rider to the trash . Then he trudges up the porch steps , dropping the axe as he enters the house . Uttering oaths under his breath . BOOM UP over the surrounding neighborheed . SUPERIMPOSE : `` Haddonfield , Illinois . Halloween . '' Last night 's storm has given way to an incredibly bright and picturesque morning . CHILDREN pour out of their homes , bursting with excitement , dressed in colorful costumes . Even the Myers house , with its trimmed hedges and fresh coat of paint , somehow manages to look invite . A white van slowly rolls up the street . WKNB logo , streamers and a large orange banner proclaiming : `` HADDONFIELD JUNIOR COLLEGE HARVEST FAIRE '95 - See Harry Simms Live - October 31 . '' A now - familiar voice booms over loudspeaker :

A car bearing an official state emblem stops outside an imposing curtain of security gates . A large sign reads : `` SMITH 'S GROVE - WARREN COUNTY SANITARIUM . '' A hand reaches out and waves a plastic key card in front of an infrared scanner . Surveillance cameras perched on the walls . As the gate yawns open and the car drives through , we SEE the asylum in the distance - the entire perimeter bounded by woods and barbed wire fences .

Wynn drives . Loomis in the passenger seat , fueling his own anxieties .Wynn stares . Loomis 's words fall on him like a death sentence .

Gold insignia on mahogany doors : `` TERENCE WYNN - CHIEF OF STAFF . '' Wynn and Loomis stride through a plush reception area . DAWN , an attractive , high - energy secretary , keeps pace , taking notes , handing Wynn his briefcase , phone messages , etc. .Wynn stops abruptly before heading out the door .Loomis acknowledges Wynn 's silent understanding . CORRIDOR Wynn and Loomis move along a sterile white corridor . Wynn uses his key card to BUZZ them through a series of metal security cages . A retinue of DOCTORS and NURSES fall in behind .They cut down a sub - passageway and out a fire exit .

Loomis and Wynn dash across a windswept field where a Smith 's Grove medical transport helicopter awaits them . The deafening WHINE of spinning rotors as a TECHNICIAN refuels . The doctors step inside . The doors close and the helicopter lifts off , rising high above the cluster of the white coats below .

A blender whips up a revolting concoction of chocolate Yoo - Hoo , banana yogurt and chewy Gummi - worms as Tim , wearing Levi 's baggies and a `` Harry Simms Kicks Ass '' T - shirt , raps on the phone .Tim hangs up , guzzling down his shake as Debra navigates around him , setting out the breakfast dishes as Kara tries to study . John , dressed in what might be a respectable business suit if it fit him better , mutters grumpily as he pours himself a cup of coffee .Tim lets out a huge BELCH as he finishes drinking his breakfast .Debra snatches the book out of Kara 's hands .Kara rises , collects her books , trying to avoid a confrontation .Suddenly Danny runs in , showing off in his dinosaur costume . ROARING loudly . Startling John .Kara immediately seizes Danny 's hand and ushers him toward the back door .Debra reaches into her purse and hands Kara a couple of dollars .John explodes , dumping the entire contents of her purse onto the floor . Debra recoils . Kara steps in . Danny is terrified .Kara flies at him with Medea - like rage . John instantly grabs her by the neck and shoves her violently against the counter .Danny looks outside . Frozen in horror . A VOICE whispers .Danny moves across the kitchen . Mesmerized . Through the screen door , the Shape can be seen standing in the back yard . Kara 's eyes bulge as John squeezes her throat . Choking her .John looks down to see the tip of a butcher knife pointed at his groin . Danny is holding it - his eyes dark , emotionless . Ever so slowly , John releases Kara . Debra and Tim watch in horrified astonishment . Suddenly there 's a KNOCK at the back door . Kara dives toward Danny . The knife clatters to the floor as she picks him up , grabs her book bag and hurtles outside .

Bro', I knew Harry when we lived in the city. Do n't worry - he'll be there. We've got everything arranged. Get with me tonight at the fair and I'll hook you up. Peace.

Shit, Beth, why do we have to be the ones to organnize this friggin' fair? It's only Halloween.

Only when you're around to dump on. Hey, chill, sis. I'm just doggin' ya.

Yo, check it out. They've been lining up all night just to see Harry.

Relax. Everything's cool. Did n't I tell you Harry would be here?

Yo, Harry, it's great! And having you here with us is dope. Totally raw. You're the ultimate juice!

BETH , 19 , very `` retro , '' cute in the waifish sense - milky white skin , two - tone hair and a dangling nose ring - is nearly bowled off the back porch as Kara and Danny fly out the door .Beth is taken aback when she sees the bruise on Kara 's neck .Suddenly Tim jumps out from behind a clothesline , locking his arms around Beth , attacking her with kisses .Beth shoves the clipboard at him , a champion of her cause .

Hey, where's Tim? We're supposed to go over the list of events for tonight -

How many times o I have to tell you? It's not about Halloween. It's about being political. There are too many people with corn - cobs up their ass in this town telling us what we can and ca n't do. If we want change, it's up to us to set an example.

You mean Tommy. Yeah, on the weirdness scale he's about an eleven. Supposedly some scary shit happened to him when he was a kid. Messed up his head. He's harmless, though. Probably just lonely.

Someone's trying to scare us out of having this fair. and it's not gon na work.

Seven - thirty is the costume pageant. Carving jack - o' - lanterns at eight. Photos for the school paper at nine. Then Harry lights the tree at nine - thirty. I just know I'm forgetting something!

What Tim means is that we've taken a firm stand against censorship. Not only for Haddonfield, but for every town in the nation. Our generation will not let the powers - that - be control our minds, dictate what clothes we wear, what music we listen to, or what holidays we celebrate.

Kara and Danny never showed up tonight. We'd better go home and check on them. There's nothing else for us to do here.

We were worried about you guys so we left early to see if you were -

Debra is on the floor , stifling her tears , putting things back in her purse . John stares coldly out the window .Debra rises , facing him scornfully .Debra storms off . John bores holes into her with his eyes .

Tim lifts Danny into the back seat of Beth 's convertible VW Bug - plastered with `` Greenpeace '' and `` This is Your Brain on Drugs '' bumper stickers . Kara and Beth in front .Pulling away from the curb , Beth honks at MRS. BLANKENSHIP , at least 80 , owner of the student boarding house across the street .The old woman just stares forward . A gardem hose in hand as she waters a garden of long - dead flowers . Kara shields her eyes , distracted , looking up at the old Victorian house . KARA 'S P.O.V. Beth drives down a shady , tree - lined avenue , unaware of the white van that is following them .Tim leans forward , ravaging Beth 's neck .Suddenly the van ROARS by and cuts them off . Beth lays on the HORN . Slams on the brakes . Narrowly avoiding a collision .Suddenly the van swerves around to face the VW head on . For a breathless moment the van and the VW sit at opposite ends of the intersection . Idling . A tense stand - off .Kara strains to get a look at the van 's driver . A momentary glimpse of a pale white face behind the wheel .Danny sits frozen in the back seat . Suddenly the van shoots forward , tires SCREAMING . Startled GASPS . The van turns off sharply at the last second , SCREECHING down the next block .Beth drives on , grimly determined . Kara looks back at Danny . He returns her frightened gaze .

Tommy paces in his cramped apartment . Dark circles under his eyes . A remote control in hand , reviewing his recording of last night 's Harry Simms broadcast :Frustrated , Tommy plays it again . Adjusts the speed . Tries to make out something else in the b.g. Jamie 's voice comes through . Slow . Eerie .Another VOICE , distant and distorted , filters up behind hers .Tommy quickly stops the tape , throws on his worn leather bomber jacket and bolts straight out the door . MOVE IN on a pair of old newspaper clippings left on the floor . Headlines read : `` November 5 , 1989 . JAMIE LLOYD STILL MISSING . '' `` November 19 , 1989 . MYERS ' NIECE PRESUMED DEAD . ''

Tommy drives like a bat out of hell . The `` Greyhound '' sign looms ahead .

The Explorer pulls up to the depot . Tommy makes a beeline for the entrance , cowboy boots splashing through rain puddles .

Tommy wades his way through a small crowd up to the ticket booth . A cross - eyed ATTENDANT greets him .The Attendant checks her roster .The Attendant eyes Tommy suspiciously as he enters the phone booth in the corner . Inside , he picks up the receiver and pretends to dial a number . Makes a cursory inspection . TOMMY 'S P.O.V. - PHONE BOOTH On the floor , tiny droplets of what appear to be blood form a dotted trail out the door . TOMMY follows the crimson path around the corner down a dim hallway , stopping at the door marked `` Ladies Room . '' Checking first to make sure the coast is clear , he steps furtively inside .

Tommy walks past the sink . Water drips into the filthy basin . He touches something inside , rubs it on his fingers - blood . Tommy whirls , startled by a sudden NOISE . Muffled , indistinct . Like CRYING . Tommy gathers his courage as he slowly moves past the long row of empty stalls . The CRIES grow louder as he reaches the final stall . Jamie 's escape route - the window - still wide open . A hole in the wall behind the toilet . Tommy reaches in , his hands locking onto something . Shock and amazement overcome him when he lifts out a baby - Jamie 's baby .The helpless newborn kicks and CRIES , the triangular symbol of Thorn still caked in blood over his tiny torso . SUBJECTIVE P.O.V. Someone partially opens the door , peering in from the hallway as Tommy removes his jacket and bundles the baby inside .BACK TO SCENE A CREAK . Tommy looks up . The door slowly closes . DEPOT HALLWAY Tommy looks into shadowy stillness . No one there . Hiding the baby , cradling his jacket , he hurries through the crowd and slinks out the door marked ENTRANCE . HELICOPTER P.O.V. . The SOUND of THWACKING BLADES as we FLY past a winding rural highway over a dense grove of oak trees - massive , ancient guardians of the sprawling pumpkin patch that lies beyond . As we circle the field , red - and - blue gum machines - police cars , fire engines and ambulances - can be seen through gauzy veils of rising BLACK SMOKE , dissipating with the strong WIND . Charred in the ground , three intersecting lines stretch a hundred feet across the plan to form a vivid geoglyphic . The symbol of Thorn .

Chopper One to Smith's Grove. We've got a visual. Approximately ten miles due east of Haddonfield.

Loomis surveys the crash site with morbid fascination . Wynn , wearing headphones , shouts over the noise .

The helicopter lands , windmilling gusts of ashen earth . Loomis and Wynn jump out , ducking past the spinning blades . We FOLLOW them through EMERGENCY CREWS and a few CURIOSITY - SEEKERS toward the center of attention . A charred body is lifted from the eviscerated , flame - blackened pikcup truck . A few feet away , a team of PARAMEDICS work frantically around another body , hidden among a cluster of pumpkins . Loomis surges forward , at once halted by an armed DEPUTY .Wynn flashes his badge . The Deputy gives them a vexed glance .Loomis 's eyes flicker with nervous anticipation . The Deputy whispers something to SHERIFF JIM HOLDT , a brooding giant of a man who dons a Stetson , holstered .44 Special and steel - toed boots that give new meaning to the term `` bad ass . '' Even Loomis steps back as the sheriff lumbers toward them .Holdt responds by stubbing out his Marlboro at Loomis 's foot .Holdt towers above him .As usual , Loomis is n't easily intimidated .Holdt fumes , ready to boil when -Holdt and Loomis wade through the crush of paramedics , running alongside the stretcher being whisked toward an ambulance . A large knife extruding from a girl 's stomach , packed under sterile gauze . Skin pasty - white . Lips blue from shock .

As a matter of fact, I am. And I take it you're the infamous Dr. Loomis.

Smith's Grove. They told me you'd be coming. Now I suggest you fly right on back to your crackpot asylum. You people got no business in my town.

I want you to listen and listen good, Loomis. Things have been quiet for six years and that's the way they're gon na stay. The last thing we need is you spouting off your ghost stories.

I'm warning you, Loomis - stay out of my way. You may have had free reign when Ben Meeker was sheriff, God rest his soul, but I'm in charge now. And I'm not about to stand by and watch you turn this night into some kind of sadistic witch hunt.

Beth 's car pulls into the parking lot of a picturesque , impeccably landscaped campus , speckled with colorful leaves . A buzz of excitement fills the autumn air . Tim and Beth are surprised to see a small crowd - camped out in sleeping bags , holding `` We Love to Hate Harry '' signs .Kara is nervously rifling through her enormous book bag .Armed with her clipboard , Beth is assailed by her COMMITTEE . Inundating her with QUESTIONS .Tim and Beth are swept away . A large sheet of paper falls out of Kara 's bag . She picks it up , startled by what she sees . KARA 'S P.O.V. - THE DRAWING Crayola figures of Grandma , Grandpa , Uncle Tim , and Mommy . Knives piercing them . Blood dripping . Mouths screaming . A black shadow figure bearing the word `` THORN . '' On the flip side , the drawing she found last night . Danny 's scribbling of the odd triangular symbol . BACK TO SCENE The horrifying images send chills up Kara 's spine .Lost in grim reverie , Kara walks on , oblivious to the activity all around her . A banner hangs from the eaves of the library : `` HADDONFIELD JR. . COLLEGE - FIRST ANNUAL HARVEST FAIRE . '' Tim and Beth supervise as preparations for tonight 's event get underway . STUDENT VOLUNTEERS nailing together booths , hanging decorations . A half - assembled Ferris wheel , a merry - go - round , an ominous - looking House of Horrors . Rounding the corner onto the quiet path behind the library , Kara suddenly finds herself alone . WIND whips at her hair . She glances over her shoulder , as if sensing a presence . KARA 'S P.O.V. No one is there . Just the rustling of leaves on the ground . ANGLE ON KARA Walking off in the distance . Suddenly the Shape steps shockingly into FRAME , watching her disappear around the corner .

Doors BLAST open . The stretcher holding Jamie is pushed through , Loomis right beside her . Wynn follows , trying to stop him . A SHOCK - TRAUMA unit swarms in . No time to lose .DR. BONHAM , the ER resident , peels off the sheet , exposing a dark sea of blood around the enormous knife still jutting from Jamie 's stomach . Bonham stares , incredulous .ORDERLIES move in . Loomis wo n't release Jamie 's hand .HOSPITAL ENTRANCE / ADMITTANCE DESK Pneumatic doors fly open . Tommy bursts through , holding the baby in his jacket . PATIENTS and COPS everywhere . He hones in on the NURSE behind the admittance desk .ADJACENT HALLWAY Wynn and Loomis skirt past a line of SECURITY GUARDS .The shrill sound of Wynn 's beeper . He clicks it .Wynn disappears around the corner . Loomis wanders off alone .Loomis reacts , taken aback by the frantic young man bounding toward him .Loomis suddenly recognizes him . It 's been a very long time .Loomis pulls Tommy aside into an empty alcove .Tommy hesitates . Loomis 's eyes are drawn enigmatically to the infant in Tommy 's arms .Loomis 's face flls with horror . Tommy sees the Admittance Nurse , flanked by a pair of security guards , walking his way .Tommy bolts toward the exit . Loomis tries to stop him .But he is gone . A hand taps Loomis 's shoulder ; he reels . Wynn .Darkness fills Loomis 's countenance as we

Penetrating abdominal trauma. Massive blood loss. We've given her two units of O - negative stat and dextran. BP sixty. Pulse one - twenty. Somehow she pulled through out there all night!

How can this girl still be alive?! Type and cross - match for another six units! Get a CT scan and move her into surgery.

Dr. Loomis, there's something else you should know. During surgery, we discovered that Jamie's uterus was hemorrhaging. We found this.

I estimate she gave birth no more than a few hours before the attack.

We peer OVER THE SHOULDER of the Shape , standing across the street . Watching Debra , in jeans and a rumpled sweatshirt , collecting left - over painting supplies from the front porch . Debra starts to open the CREAKY screen door when she notices the axe John had used earlier . Clumsily picks it up and slides it through the top of the crate she is holding .

Laden with her heavy load , Debra nudges the door shut with her foot . Then crosses to another door - the cellar door .

Debra , silhouetted at the top of the stairs , hits a light switch ; a naked bulb springs to life . Slowly she descends the rickety staircase . The basement , pitch dark save for a spear of sunlight shooting through an elevated window , is overrun with cobwebs , rusted tools and broken bicycle parts . A clunker of a washing machine RATTLES in the corner . Debra makes space for the crate in a storage cabinet . Suddenly the washing machine stops . Nonplissed , she moves toward it . Lifts the lid . The bed sheets inside are sopping wet . Opening the electrical fuse box , she flicks a switch back and forth a few times - but the washing machine does n't respond .Frustrated , Debra looks down to see a large puddle of water forming on the floor .

Debra hauls a laundry basket upstairs , filled with wet sheets . She turns , startled . The front door is standing wide open . Just as she goes to shut it , a man steps out from the living room behind her . She gasps , dropping the basket ; it 's Loomis .Debra shudders at the sight of the beguiling , wide - eyed man .Debra steps aside as Loomis walks in right past her . Holding a valuminous file bearing the name `` MICHAEL AUDREY MYERS . ''

The SOUND of JANGLING KEYS . A door UNLOCKING . Tommy scrambles in , the baby iin one arm , a bag of groceries under the other . With a single swipe , he clears away the junk on his futin , then carefully lays down the CRYING infant . He digs through the bag : Baby Wipes . Diapers . Formula . Bottles .Quickly he scans the directions on the formula . Pours the liquid into a bottle , nukes it in the microwave , then returns to the business at hand . Tommy grimaces at the mess inside his leather bomber . The baby CRIES harder .Armed with Baby Wipe and a diaper , Tommy goes to work . UPSTAIRS HALLWAY -LRB- SAME -RRB- Mrs. Blankenship traverses the hall outside Tommy 's apartment . The baby 's CRIES ; Tommy 's GROSSED - OUT GROANS can clearly be heard . But the old woman keeps walking , oblivious to it all . TOMMY 'S APARTMENT -LRB- SAME -RRB- Tommy finishes securing the diaper . The baby in his arms , he tests the formula 's temperature and feeds him . The infant sucks voraciously . The crying stops . Tommy rocks him gently .

Loomis , setting out the case file on Michael Myers - gruesome photographs of the murder scenes - has Debra 's undivided attention .

Kara sits in the front row of a classrooom as a PROFESSOR drones on . He looks at Kara , something frightening in his gaze . Watching as her pen glides dreamily over her notebook .KARA 'S P.O.V. - NOTEBOOK An entire page of scribbled triangles . The mark of Thorn .

A group of KIDS engaged in a game of Pogs - two opponents facing off , slamming down the colored discs . Lunch money on the ground . High stakes indeed . IAN , a lunkish 5th grader , is clearly the man to be reckoned with .The other kids make way as Danny takes the empty spot on the tetherball court , sitting face - to - face with the inplacable Ian . Danny says nothign as he places his bet and slams the stack of Pogs . Ian glowers . Easy money . The showdown begins .

Look how he sits there. Little freak. Just like the bogeyman who used to live in his house. Are you the bogeyman, Danny?

Loomis vivdly reenacts the nightmare as Debra shows him upstairs .

Dr. Bonham and his team surround Jamie , anesthetized on the operating table , her condition weak but stable . Blood flows from the gaping wound in her abdomen . Slowly , painstakingly , the knife is extracted . A NURSE takes a sample of a thick , viscous fluid from beneath Jamie 's gown and holds it up to the light for the doctor .

Danny wins another round . His till growing . More kids gather to watch . Ian is losing his cool , determined to save face .Danny pushes over the stack , nothing incisive in his manner . Ian retorts , angrily slamming his Pogs .Ian trumps Danny 's hand and smiles haughtily . The low , whispering VOICE which only Danny can hear RUMBLES in his mind .Danny stares blankly across the playground . DANNY 'S P.O.V. . The white van is parked across the street . A tall figure in black stands beside it , watching Danny . The Stranger !

Kara sits glued behind a computer monitor , the glow of the screen reflected in her reading glasses .KARA 'S P.O.V. . A litany of topics scroll up the screen . Kara punches in one of them . Card catalog entry reads : `` Thorn : The Devil 's Rune . ''

Spellbound , Danny slams down the winning Pog . Methodically , he dumps the money in his Halloween bag and begins to walk away . Ian sees red . Written across Danny 's last Pog : `` DIE , FAT ASS . ''Ian goes berserk , leaping out at Danny like an enraged lion . The kids cheer him on as a full - fledged playground brawl ensues . Danny breaks away . Runs . With an amazing burst of strength , he swings a tetherball . Th ball CRACKS Ian right between his eyes , laying the bully flat on his ass .

Debra leads Loomis to the front door , her face clouded with fear .Loomis grips her hand reassuringly , then heads out the door . Debra turns the deadbolt , securing it with the chain lock . She collapses against the wall , tears of horror in her eyes .

A TEACHER blows a WHISTLE , wading through the screaming , cheering kids as Danny pummels Ian brutally with his fist . The teacher helps Ian out of the fray , eyes warbling , nose and mouth bleeding . Danny takes off running toward the gate . Suddenly he barrels into the outstretched hands of a towering shape . Danny looks up in shock at a stone - faced man - Tommy !

MOVING with Kara through long rows of books - a veritable labyrinth of knowledge . She comes down a deserted aisle , searching . Her eyes spotting what she is looking for . She pulls out an old , dusty tome and begins flipping through its pages . As she reads we SEE the cover : `` Runes and Ancient Black Magic . ''

ESTABLISHING . A modest , one - story building located in the older business section of town . Cheap Halloween decorations hang in the windows . An `` OPEN '' sign on the front door . MOANS of ecstasy resound along the street , attracting the attention of the mid - day passerby .The WKNB station van rolls by ; another Harry Simms plug . Some people laugh . Others wince in disgust .

A sparesely - furnished office screaming for renovation . Business is obviously slow . John rattles a jammed file cabinet , then kicks it in a fit of angry frustration before answering the incessantly RINGING phone .

Debra on the other end . Tears reddening her cheeks .INTERCUT their conversation .John stiffens , slowly sits down behind his desk .A CLICK as the line suddenly goes DEAD . John scowls , opens his lower desk drawer , produces a bottle of JD and a small glass . He blows off dust and begins to pour .

CAMERA FOLLOWS Debra in frantic flight from bedroom to bedroom , throwing open closets and drawers , filling a suitcase with a night 's worth of clothes for her family . She accidentally knocks a family portrait off a bureau . Glass SHATTERS . FOYER / LIVING ROOM Debra drags the suitcase downstairs . Lets out a horrified gasp . The crate she had previously stored in the cellar is now sitting in the center of the hallway . The axe that had been sticking out of it earlier is now missing ! The telephone RINGS . Eyes riveted to the crate , Debra backs away down the hall . Into the living room . Picks up the phone .A startling , intensely whispering VOICE :Debra slams down the phone . Terror paralyzing her . MUFFLED , HEAVY BREATHING fills the room .Debra races back into the foyer and struggles with the door . In her panic , she ca n't release the chain lock . She turns to see the Shape standing right behind her ! Debra SCREAMS . Breaks for the hall . Through the kitchen . Flings open the back door .

Debra half - runs , half - stumbles through the endless rows of clotheslines . White sheets twist around her like ghosts in the blustering WIND . She tosses them aside , one after the other . Approaching the driveway . Safety up ahead . Whipping aside the last sheet , Debra finds herself staring into the Shape 's death mask . Her eyes bug . Too late to scream . The missing axe swings at her like a sledge hammer . Blood paints the sheets red as we

Laden with her book bag , Kara exits the library and heads across the campus green . All around her , the sights and sounds of the impending carnival come to life . Rides assembled . Paper witches hang from broomsticks . Goblins lurk behind syrofoam gravestones . Kara waves at Beth in the distance , making last - minute preparations . Student volunteers scurrying in every which direction . Donning costumes . A ducking for apples booth . Homebaked goodies set out on picnic tables . Long rows of pumpkins lined up for a jack - o ' - lantern carving contest . The centerpiece of all this is a huge , magnificently decorated HALLOWEEN TREE . Tim and a gaggle of WORKERS stream up ladders , stringing lights , hoisting up colorful bunting filled with mounds of candy . As Kara walks along , her hair being tossed about in the brisk WIND , she becomes aware of the magical , almost out of time quality that seems to hang in the air .

Kara walks past the crows of `` Harry - ites '' gathered outside the campus gates , now extending half - way around the block . The WKNB van rolls by , exhorting the crowd with the voice of the man they 've all come to see :Kara walks on , smiling to herself as the crowd bursts into gales of wild , exuberant CHEERS .

The setting sun glows behind the trees , casting long shadows as Kara rounds the corner onto her street . KIDS already pouring out of their homes , some accompanied by PARENTS , others joining groups of friends . Kara ambles up the walk of the Myers house , shoes clapping up the porch steps as she digs the keys out of her overstuffed bag . Unbolting the door , she finds that it 's secured with the chain - lock . Kara pushes on it , calling inside .No response . Puzzled , she steps off the porch and makes her way around the side of the house , CAMERA FOLLOWING as she peers into the windows along the way . BACK YARD -LRB- CONTINUOUS -RRB- Kara walks along the billowing clotheslines , passing the blank spot where the blood - stained sheets were - and are no longer . She reaches the back door . Standing ajar .Casting one last glance across the yard , she steps inside .

Everything in its proper place . Kara drops her heavy bag on the kitchen table and proceeds down the hall . LIVING ROOM / FOYER - DUSK INTO NIGHT -LRB- CONTINUOUS -RRB- The room is quickly falling into darkness . The eeriness almost palpable . Kara advances into the living room , eyes roaming .Nothing . Kara moves into the foyer . Her mother 's suitcase still sitting there . Beyond , the cellar door stands wide open . Kara moves toward it , peering into blackness . A sudden CRASH from upstairs . Kara jerks the door closed and looks up the deeply - shadowed staircase .A muffled ROAR . Kara mounts the staircase . UPSTAIRS HALLWAY -LRB- CONTINUOUS -RRB- Kara reaches the second floor landing and moves slowly toward the door at the end of the hall . Danny 's room . An orange glow flickers around the edges of the closed door . KARA 'S P.O.V. . Her hand grabs the doorknob , turns it . The door swings open . DANNY 'S BEDROOM Someone sitting on the edge of Danny 's bed . A man . His back turned . Dinosaurs ROAR on Sega Genesis . Danny squatting on the floor , engrossed in his game . Kara stares at the intruder in horrified disbelief .The man watching over Danny turns toward Kara . It 's Tommy .Panicked , Kara makes a wall of herself between Tommy and Danny . The little boy is n't the least bit fazed .Tommy backs off a tick , calmly trying to explain .Danny finally looks up , exasperated .One look at Danny 's black eye and Kara goes ballistic .Kara starts to drag Danny away by the arm . He resists angrily .Kara sees Tommy hunkering down in the corner , lifting something out of a crate - a makeship crib . He turns , his expression very grave . Holding the baby .Kara 's face is a melange of wonder and fear as we

Jamie lies comatose , ensconced in the dim GLOW of monitors . Sustained by I.V.s and a breathing apparatus . MOVE IN on Jamie . EKG registers rapid heartbeat . MOVE IN TIGHT on her eyes , darting beneath closed lids .

Blood - chilling SCREAMS as we MOVE rapidly through a BLINDING TUNNEL OF LIGHT . Blurred , indistinct images . FIGURES wearing long white coats flash along sterile walls . As we BLAST around corners , we realize we are seeing from the P.O.V. of a girl being pushed forward on a gurney . It is Jamie . Her arm injected with a sedative . Eyes lolling . Succumbing . JAMIE 'S P.O.V. - MOVING -LRB- DREAM SEQUENCE -RRB- Even more DISTORTED now , images swirling at random . Cold , staring FACES . Flashing lights on a wall panel : `` 3 - 2 - 1 - B '' - an elevator . Going down . Down . Beneath the basement level . The doors open . The gurney SLAMS out into DARKNESS . VOICES ECHO . Lighted torches flicker on craggy walls .SHAPE 'S P.O.V. Pacing back and forth behind iron bars , agitated , disturbed . SEEING Jamie strapped to a table . Surrounded by robed figures . CHANTING . Weakly , Jamie reaches out toward the cell .Suddenly a long SHADOW fills the room . The P.O.V. becomes more restless as the Stranger glides toward Jamie and disrobes . The figures close the circle . Jamie SCREAMS in terror . The Shape 's hands SLAM violently against the iron bars , a horrific SHUDDER of metal as we

Jamie 's eyes flash open ! A dark shadow fills the room . The Stranger descends on her ! Gloved hand covers Jamie 's mouth . A switchblade FLICKS open .The glinting blade SLASHES across Jamie 's throat , cutting off her soundless scream ! Then the Stranger flows out of the room . Spurs CLANKING . Like a thief in the night . The shrill sound of a BEEPER going off as we

The dark blanket of night envelops the little town . The LIGHTS of the fair twinkle in the distance , bright and beckoning . Families - men , women and children alike - turn out from their homes wearing COSTUMES , joining a growing procession along the peaceful streets of Haddonfield . A large group of PROTESTORS carry PICKET SIGNS in front of the campus gates . Rallying against the celebration . Haddonfield 's finest out in full force , squad cars sweeping alongside a black STRETCH LIMO as it makes its way through town . Tinted windows make it impossible to see inside .

Tim and Beth , standouts as punk versions of Frankenstein and his bride , stride purposefully toward the fair entrance . Beth is a jumble of nerves as she runs down her checklist of events .The limo crawls into the parking lot . A stampede of overzealous FANS surge past them .Tim and Beth move into the fair , with all its noise and colorful movement . ANOTHER ANGLE KIDS waving signs and T - shirts . Throwing themselves at the windows . Frenzied CLAMORING . Harry - mania abound . The WKNB van parks parallel to the steps of the library , adorned with HAREM GIRLS and a large golden throne . The side door opens . A red carpet is rolled out . A tall , imposing figure emerges from the van and walks up the steps . Spurs CLANKING on black boots . `` Jesse James '' style duster . Hat cocked slightly .The crowd turns in a mass of confusion . Standing above them , waving from a microphone , is HARRY . Dark sunglasses . Gaunt , glacial features and an outrageous mane of black hair . Suddenly Harry throws open his duster - flashing them - revealing that he has nothing on beneath except his boots and a pair of bright orange boxer shorts that say `` HAPPY HALLOWEEN . '' The kids go insane . ANGLE ON LOOMIS Making his way through the teeming crowd . Walkie - talkie in hand . The helicopter zooms overhead . Wynn 's voice squawks over garbled RADIO CHATTER . Conducting a surveillance by air .Suddenly Loomis is waylaid by a giant wall of a man - Sheriff Holdt . Loomis meets his fiery gaze .Loomis tears off . Holdt stares brazenly , throwing down his cigarette . Crushes it under his boot and slowly follows him .

Carrying the CRYING baby , Tommy leads Kara and Danny into the lobby of the vintage boarding home . Polished wood . Framed old paintings . Wall - to - wall Tiffany lamps . Mrs. Blankenship sits behind the front desk , oblivious to the GRINDING and SCREAMING on the television as `` The Texas Chain Saw Massacre '' reaches its horrific climax on the annual Horrorthon .As usual , the senile old woman does n't reply .Tommy ushers Kara and Danny up the stairs . Mrs. Blankenship stares at the boy - the kind of stare that would send most kids running for their moms . But Danny is undaunted .

The door opens . Kara is repulsed by the sight of Tommy 's musty , unkempt apartment .Tommy adjusts the blinds on the window looking out on the Myers house .Kara glares , reminded of last night .Tommy flashes a newspaper article in front of her . One we 've seen eariler : `` MICHAEL MYERS - DEAD OF ALIVE ? '' The baby 's SCREAMS are verging on overload . Tommy dashes to the recessed kitchen area and heats up another bottle . As Kara reads , Danny tugs at his mother 's blouse .Danny plods off . Kara hands Tommy a nipple for the bottle . Their eyes lock for a beat . He takes it .Kara looks on as Tommy attempts to feed the baby . Despite his clumsiness , she 's undeniably moved . Behind them , Danny 's imagination kicks into high gear as he drives a Power Ranger over an invisible race track . On the floor . Across the windowsill . Glancing across the street . DANNY 'S P.O.V. - THE MYERS HOUSE Standing below on the front lawn is the Shape , silhouetted under a moonlit tree . Looking right at Danny . BACK TO SCENE Danny backs away , terrified . Tommy and Kara are too concerned with the baby to notice .Tommy gingerly hands the baby over to her . Instantaneously , Kyle 's CRIES subside .For one fleeting moment , Tommy and Kara find themselves smiling at one another . Unaware as Danny glides silently out the door . Tommy 's expression darkens once again . A man possessed .Tommy opens the baby 's quilt , revealing the blood mark smeared over his torso . Kara 's face registers terrified recognition .

POLICE on the scene . A crying NURSE gives a statement . A CRIME SCENE PHOTOGRAPHER snapps photographs as Jamie 's bloody corpse is covered over with a white sheet . Loomis stands frozen in horror . Tears in his eyes .He spins , pouncing on Sheriff Holdt .Wynn restrains him . Pulls him away . The sheriff does n't budge .Wynn ushers Loomis out of the room . Holdt stares apathetically . HALLWAY -LRB- CONTINUOUS -RRB- Wynn tries to calm Loomis down . Jamie 's doctor approaches .Jamie 's covered body is wheeled out past them . Loomis regards Wynn with a look of abject fear .

CLOSE ON a chapter heading . `` Thorn - The Devil 's Rune . '' Beneath it , a bold depiction of the familiar Thorn triangle . PULL BACK to REVEAL Tommy poring over the old library book . Kara paces , rocking the baby , feeding him with the bottle .Tommy jumps up , frantically moving around the apartment , collecting his jacket , his keys - a gun .An ominous CLICK as Tommy loads a cartridge into his gun . He bolts toward the door . Finds it standing wide open . Kara freezes , noticing for the first time that Danny is missing .

Kara and Tommy barrel downstairs , searching frantically .They find Mrs. Blankenship and Danny sitting side by side , watching the Horrorthon . A bowl of popcorn between them .Danny looks at her . A blank , hollow stare . The old woman 's eyes glitter madly .Tommy throws on his jacket and opens the front door .Kara watches fearfully as Tommy heads out the door . Leaving her alone with the children .

The voice. He hears the voice. Just like the other little boy who used to live in that house.

The voice that spoke to Michael Myers. The one that told him to kill his family.

I was baby - sitting for him that night. Little Mikey Myers from across the street. That's when the voice told him what to do. Same as his great - grandfather.

Eighteen - ninety - five. A hundred years ago to this night. All Hallows Eve. Murdered his family in that very same house. Then the townspeople burned him alive. Our mother always told us when we were children, ` Do n't go near the Myers house.' We never did.

Wind MOANS . Dead leaves blow across the WINDY lane as Tommy flies down the path of the Blankenship house and hops into his Explorer . The Shape suddenly RISES INTO FRAME . Watching him peel off down the block . Taillights disappearing . A moment later , another car rambles up the street , swerving erratically into the driveway of the Myers house . The Shape watches .

The car parks . Sits in silence . Suddenly the driver 's side door opens , emblazoned with the `` Strode Realty '' emblem . John spills out , collar unbuttoned , tie dangling . Picking himself up , he staggers out of the garage . Laughing . Singing .

FOLLOW John 's circuitous route across the front lawn , stumbling over one of Danny 's toys on his way up the porch steps .John fumbles wth his key , estimates the location of the lock . He turns the knob - but the door 's jammed . Chain - locked .John slams his weight against the door . It does n't budge . Grumbling , John totters off the porch , trying to hold himself steady . Skirting along the side of the house .

John sways in through the back door and flicks on a light . Strains for lucidity . No one in the kitchen .No answer . John shrugs and moves to the stove . Opens the lid on a pasta cooker . Nothing inside .Frustrated , John opens the freezer and removes a frozen dinner . Tears open the box and pops it in the microwave . Then he flounders down the dark alley , knocking picture frames awry . LIVING ROOM / FOYER Darkness , save for a glowing jack - o ' - lantern . John stands there , listing . Bewildered . Then he switches on a lamp , kicks off his shoes and crashes onto his lumpy old recliner .Still no reply . John sneers , flicks on the television with the remote control and settles back into his chair . INSERT - TELEVISION A scene from another horror movie . A boy shreds his pumpkin mask as a mass of beetles and snakes pour out of his skull . BACK TO SCENEDisgusted , he switches channels to the local NEWS . A shrill BEEP from the kitchen startles him . The microwave . KITCHEN John waddles to a drawer and removes a set of utensils . Then he reaches for the microwave , opens it . But his dinner is gone . Spinning around , he sees the piping hot entree already sitting out on the kitchen table . John double - takes , mentally retracing his steps . Shrugs . FOLLOW JOHN as he picks up his tray and plods back down the hall . Suddenly he trips over something - the suitcase Debra had packed earlier , sitting smack - dead in the center of the hall .LIVING ROOM John settles back into his chair and begins to eat ravenously . SCREAMS from the television . He reacts . INSERT - TELEVISION Someone has switched it back to the horror movie . A COMPUTER - GENERATED PUMPKIN causes more masked heads to EXPLODE . BACK TO SCENE John shakes the remote . Out of the corner of his eye , he catches a shadowy figure darting by in the darkened foyer .John rises , about to go for him when suddenly the power cuts out - and the entire house is plunged into blackness .John pulls a rechargeable flashlight from the wall and goes to the cellar door . It stands open . An invitation to enter .With that , John steps down into the basement .

John tentatively descends the stairs . Barefoot . The flashlight beam preceding his every step . A RUMBLING below . The cellar is lit only by a shaft of moonlight cutting through the single dusty window . John probes around , shining the flashlight over cobwebs , boxes - the puddle of water at his feet . Now flooding the entire floor . John SLOSHES through the water toward the washing machine - which is running at full tact .He opens the washer lid and lifts out a water - logged sheet . It drips red onto the white appliance - blood . John backs away , loses his footing , and slips in the water - landing right at the Shape 's feet . John SCREAMS as the Shape grabs him by the neck , lifts him off the floor with one hand , then carries him across the basement and SLAMS him brutally against the open fuse box . The Shape 's free hand lifts an enormous butcher knife . A loud WHAP as it 's driven to the hilt into John 's chest , through the fuse box . Sparks wain from the wall . Electricity courses through John 's writing body .

Lights flash on and off in the windows . Suddenly the entire house is plunged into darkness .

John 's toes curl . The skin around where the knife penetrates FRIES . The Shape steps back , head tilted , BREATHING steadily , curiously observing John 's hanging , lifeless body .

Tommy grabs the ticket he 's just paid for , hands it to an ATTENDANT and moves through the turnstiles amid a steady stream of REVELLERS . Loud MUSIC , the aroma of apple cider and pumpkin pie fills the air . Boots selling food and crafts . Children carving jack - o ' - lanterns . Parents beaming with pride . Trendy co - eds playing games . Ducking for apples . Shooting pumpkin - faced balloons with water pistols .

Tim and Beth sit on either side of Harry as he interviews them during a live BROADCAST . A large crowd gathered below .Beth 's rousing speech is met by gales of enthusiastic CHEERS .

The distant SOUNDS of the celebration are carried on the wings of the WIND . Howling through dark , empty streets . Rows of deserted houses . Not a soul in sight . Preternatural stillness .

Kara looks nervously out a window , then walks into the parlor where she finds Danny sitting in the dark , glued to the Horrorthon . Flames CRACKLE in the fireplace , casting weird shadows . Mrs. Blankenship sits in a wooden rocker , cradling the infant , humming a lullaby . If we look closely enough , behind her in the window we can see the hazy shadow of the Shape looking in .The old woman does n't seem to hear her . Lost in her own world .Mrs. Blankenship looks up sharply , startling Kara .Kara stares at her , numbed . She gazes over at Danny , his eyes riveted - not to the TV screen . Looking past it . Across the street at the Myers house . The haunting VOICE whispers to him .

Tim and Beth ride high atop the Ferris wheel . Their smiling faces aglow in a dizzying whirlwind of LIGHTS . DARK CLOUDS are gathering in the sky , covering the moon and stars . A light RAIN begins to fall . ANGLE ON TOMMY Walking , searching , hunting . Past a large tent where children are gathering . A sign reads : COSTUME PAGEANT . Tommy reacts to a terrified SCREAM . Just a couple of teenage BOYS pulling an innocuously fightened GIRL onto another ride . THE STRANGER walks steadily past the bright lights of the Ferris wheel . TOMMY pushes through a dense crowd . Suddenly he bumps shoulders with the Stranger . More people pass . There was something very sinister about that man . Tommy turns to look again , eyes widening in terror . TOMMY 'S P.O.V. - STRANGER 'S WRIST Branded with the mark of Thorn ! TOMMY removes his gun . Flows through the crowd like a vengeful wraith . People see the gun in his hand and back away . Tommy surges forward . The Stranger walks faster . Gaining ground . Toward the Halloween tree . WORKERS hauling wheelbarrows loaded with jack - o ' - lanterns cross his path . Tommy stumbles , pumpkins spilling out all around him . The Stranger is getting away ! Tommy picks himself up , raises the gun and begins FIRING shots into the air . People SCREAM , scattering like insects , ducking for cover .Tommy races through the horrified crowd . The Stranger keeps moving , never once looking back . Suddenly SIRENS . Squad cars converge . Sheriff Holdt and a slew of OFFICERS surround Tommy . Weapons trained .Tommy drops the gun . Puts his arms up in surrender . The cops swarm in , taking him .ANGLE ON FERRIS WHEEL Beth and Tim exit the ride and follow the crowd toward the flashing LIGHTS of the police cruisers .Beth is stunned to see Tommy being searched spread - eagle over the sheriff 's car .She brushes against Tim 's crotch and saunters away . Tim glances back at Tommy , then follows her like a hungry puppy .

Kara rushes Danny and the baby inside . The old spinster close at her heels . Releasing her dark secret .

The Stranger glides unnoticed among a large crowd gathered for the lighting of the Halloween tree . People putting up umbrellas . A STORM fast approaching . Hundreds of anxious kids stand beneath the oak tree with open bags and pillow cases , waiting for the candy to drop on them . STALKING P.O.V MOVING behind the tree where a long - haired figure stands in the darkness . Waiting to make a presentation . HARRY turns , sensing a presence . A knife shoots out of the darkness , jabbing him right between the legs . TOMMY is shoved into the back of the squad car . Suddenly Loomis appears . Prevailing upon the sheriff .Tommy looks out , stunned .HARRY The knife is lifted straight up , splitting his torso in two , eyes bugging with shock . He slumps to the ground in a huge pool of blood . TOMMY AND LOOMIS The sheriff uncuffs Tommy and shoves him out of the car .Loomis begins to usher Tommy through the gaping crowd .Tommy is prodded forward by Loomis 's .357 .They move swiftly through the gaping crowd . ANGLE ON TREE A growing murmur of concern spreads . `` Where 's Harry ? '' The children are becoming impatient , and the impending STORM is n't doing much to calm anyone 's nerves . Harry 's people are at a loss to explain their star 's whereabouts . ANGLE ON LOOMIS AND TOMMY On the fringes of the crowd . Walking away . `` Oohs '' and `` ahhs '' as the tree suddenly comes to life with thousands of orange lights . From the boughs of the tree , ropes are pulled . Bunting tears open , dropping hails of CANDY on the SHRIEKING kids . Tommy glances back . His eyes drawn to something . Grotesque and misshapen . In the tree .ANGLE ON TREE Kids of all ages scurry around the stage , laughing and screaming as a rainbow of candy RAINS down on them . Diving for it . Fighting over it . Scooping it up in big handfuls . ANGLE ON TOMMY AND LOOMIS Tommy instantly breaks away and tears back through the crowd .Loomis goes for him . Sheriff Holdt sees what is happening and flies toward them in pursuit . ANGLE ON TREE A BALLERINA looks down at her white pillow case in horrified astonishment . Her hands painted red as she reaches inside . All of her candy is covered with blood ! The other kids back away in revulsion - the entire stage begins to drip with blood ! The adults do n't seem to notice what is happening , more concerned with the sudden burst of POURING RAIN . Tommy pushes his way through the crowd , SCREAMING .Sheriff Holdt tries to intercept Tommy just as he leaps up onto the stage , pushing kids out of the way . Parents ' faces register shock when they see their children running toward them , SCREAMING hysterically , soaked with blood . Loomis sees what Tommy sees . Words can not convey the horror in his eyes . Just then , a BOLT OF LIGHTNING ignites the tree . SPARKS flash . Tiny pumpkin lights EXPLODE in a startling chain reaction . Tommy helps the last of the kids off the stage when something falls from the gnarled branches : a dangling , rotating , wrapped - up thing . The mutilated remains of Harry Simms ! Horrified , Tommy dashes headlong off the stage . Runs with Loomis with the trampling crowd . Struck dumb with terror , Holdt looks out upon the mass destruction . The bloody corpse hanging from the tree . People running , SCREAMING , carrying their children toward the exits .

Bumper to bumper cars . Horns BLARING . Women SCREAMING . Men SHOUTING . Children CRYING . Pandemonium . Loomis and Tommy appear out of this jumble of confusion . More people running along the sidewalks .A car SCREECHES to a halt as Tommy barrels across the street . Loomis right behind him . Running toward home . Once again , terror reigns in Haddonfield , Illinois .

Kara shivers as she curls up beside Danny on the futon , holding the sleeping baby close at her bosom . THUNDER rattles the old house .Kara stands up and goes to the window , looking out into the pouring RAIN . KARA 'S P.O.V. - THE MYERS HOUSE Dark and foreboding . LIGHTNING FLASHES . Beth 's car parked in front . ANGLE ON KARA She stares at the car , puzzled . Quickly she moves away from the window , heads out the door . HALLWAY She KNOCKS loudly on the door across the hall . A sign that reads : `` Beth 's Place . ''She knocks again . No response . Another CLAP OF THUNDER . Kara shudders , quickly returns to Tommy 's apartment and locks the door .

Sounds of PASSION as we FOLLOW a trail of hastily - discarded costume pieces across the darkened foyer . Tim and Beth are on the stairs , half - naked , kissing fervently .Tim nuzzles his face in Beth 's chest . She 's feeling apprehensive .Laughing , they heard up the stairs , kissing , fondling each other . Slowly we PULL BACK into the foyer . THUNDER and LIGHTNING CLASH , revealing the Shape , knife held at ready . Watching .

She picks up the cordless phone , switches on and dials her home number . We HEAR the phone RINGING on the other end .

Beth collapses with Tim onto Kara 's bed . The PHONE RINGS . Tim ignores it , consumed by passion . Beth sits up nervously .Frustrated , Tim jumps off the bed and stomps into the bathroom , taking a candle with him .Tim slams the door . Beth deliberates her move , then goes to pick up the phone .

BATHROOM - SHOWER -LRB- CONTINUOUS -RRB- A lighted candle flickers . Tim waits for the running shower to warm up as he does a bare - ass jig over to the sink . Rinsing off his tooth brush , he elbows out a circle of steam from the mirror . He gasps . The Shape is standing right behind him ! Before he can react , Tim 's head is yanked backwards . The chilling SNAP of his neck is punctuated by a CRASH OF THUNDER .

Kara can SEE Beth on the phone . Sitting by the window .Unnoticed by Kara , Danny rises and crosses the room . Drawn toward the door by the irascible voice .

Beth shifts nervously , looking out across the way at Kara . THUNDER drowns out the sound of the bathroom door CREAKING open . The Shape advances .

Kara 's mouth suddenly drops open . Her mind snaps into sensory overload . She can see the Shape walking up behind Beth ! Raising a gleaming butcher knife !

Beth drops the phone , eyes bulging as the Shape plunges the knife into her back . She falls , CRASHING against the vanity . Beth SCREAMS unholy terror . But the Shape is n't through .

Kara stands frozen in pure horror , hearing and seeing her friend 's vicious murder . Her eyes shoot down . A little blond - haired boy is walking steadily across the street toward the Myers house . No , it ca n't be true . Kara wheels around . Danny is gone .

Danny can be seen below walking toward the house as Beth 's blood - gurgling SCREAMS fill the room . The knife repeatedly , mercilessly SLASHING down at her .

Kara bolts out of the Blankenship house and races across the street , chasing after Danny through RAIN and LIGHTNING .KARA 'S P.O.V. - FOLLOWING DANNY He glides up the porch steps and slips through the front door of the Myers house . Disappearing inside . KARA shoots across the lawn . Up the porch steps . Right behind him .

Kara dives through the front door . THUNDER shatters the house . Everything is frighteningly dark . Shockingly quiet . Inch by inch , she makes her way inside . Eyes wide . Savage . Shaking uncontrollably . A CRASHING SOUND behind her . She jumps out of her skin . Just the door SLAMMING shut in the WIND .She advances into the hall . Old floorboards CREAK beneath her feet . SOUNDS up ahead . FOOTSTEPS . Kara looks up . LIGHTNING FLASHES . Danny is nearing the top of the stairs ! Instinct propels her up the stairs after him . Then suddenly she stops dead . Reason taking over . And she turns back . Picks up a fireplace poker sitting in the corner . Then she heads back up the stairs . Mind - blown with horror . UPSTAIRS HALLWAY Kara reaches the top of the staircase , looking down the dark hallway . Summoning all of her courage , she moves forward . Suddenly Danny darts out from the adjacent hall and disappears inside his bedroom - a fleeting , ghostly image . Kara startles . Follows him inside . DANNY 'S BEDROOM Danny stands in a corner . LIGHTNING illuminates his toy dinosaurs . Kara goes to him , takes his hand . He resists her .She picks him up , carries him toward the door . LUMBERING FOOTSTEPS . Kara stands paralyzed in the doorway as the Shape stalks down the hall . Eyes probing . Walking right past them . DANNY 'S BEDROOM Kara slips silently back into the room , carrying Danny through the bathroom . Adjoining on the opposite side into KARA 'S ROOM LIGHTNING CRACKLES . The walls are covered with blood . Kara stumbles over something on the floor . Cranes her neck to look down . Beth 's bloody , mangled remains at her feet . Shock waves send Kara reeling backwards against the open bathroom door . Hanging on a hook is Tim 's naked body , eyes open , staring at her in a horrified rictus of death . Kara SCREAMS . Drops Danny . Quickly covers her mouth . Realizing that she 's given them away . Suddenly the bedroom door tears open , buckling off its hinges . The Shape bulldozes in , wielding its huge butcher knife !Danny ducks into the hall , evading the Shape 's lurching hands . DANNY careens down the stairs . THUNDER RAGES . KARA brandishes the fireplace poker at the killer . The Shape moves in , backing her through the bathroom . into Danny 's room . Suddenly she SLAMS the door on the Shape . Kara tears off into the hallway . Turns . Waiting for the Shape to appear . It does n't . Kara vacillates down the hall . Jumping at every sound . Training her weapon at things unseen . SLAMMING doors along the way , sealing off every passageway as she tries to find her way through the impenetrable dark tunnel . Suddenly something CRASHES down from above . Kara 's mother , strung up on a bloody sheet , dangling upside - down from the trap door in the ceiling ! The axe still protruding from her chest . ANOTHER ANGLE Kara SCREAMS , shrinking away from the gruesome sight , faltering through the blackened doorway behind her . An unbearable moment of tension as we think the Shape 's mask will be there . Suddenly the Shape shoots up directly in front of her ! Tearing the dangling corpse from the sheet , dislodging the axe from Debra 's chest with a repulsive SQUISH . Kara wheels toward the stairs . The Shape advances . Swings the axe . Misses her by inches . Kara ducks , lurches behind the Shape . Swings the fireplace poker with everything she 's got . CRACKING it full - force over the back of the Shape 's head . The Shape breaks through the banister and plunges off the landing , SLAMMING hard onto the floor below . Terrified , Kara chances a look down . The Shape does n't move .

Tommy 's Explorer skids to a stop outside the boarding house . Loomis and Tommy fly up the front path . Tommy glances back at the blackened Myers house for a moment , then follows Loomis inside .

Kara barrels off the stairs . Moves cautiously past the Shape . Sprawled face - up in the middle of the hall . LIVING ROOM Kara searches for Danny , keeping her eyes trained on the Shape . The little boy appears in the doorway directly across the hall . The Shape lying in between them .Danny shakes his head . Too frightened to move . HALLWAY / FOYER Ever so slowly , Kara moves toward the threshold . Hefting the fireplace poker , she steps right over the Shape . Instantly she snatches Danny up in her arms . Takes one step forward when suddenly -The Shape springs up , twisting Kara 's ankle . She falls , splaying forward . The Shape claws at her leg . Kara fights back , kicking herself free of the vice - like grip . Scrambling to her feet , Kara rockets Danny through the foyer to the front door - desperately trying to escape from this real - life house of horrors - only to find that it is locked . The Shape rises , gleaming butcher knife in hand . Kara twists the deadbolt , but someone 's secured the chain lock ! Too late to remove it . The Shape is right behind them . Only one way to go . The cellar . Kara shoves Danny through .

Kara and Danny clatter down the rickety stairs and SPLASH across the flooded basement floor . A soul - shuddering POUNDING on the door above . Kara ushers Danny toward the elevated window . The cellar door EXPLODES , the Shape 's hand breaking through , splintering the wood as if it were paper . Kara HEARS the Shape moving rapidly down the stairs . Lifts Danny up the wall toward the window . But it 's not a wall - it 's John 's electrocuted body , propped inside a storage cabinet ! Danny SHRIEKS , staring into John 's lifeless eyes . Kara pushes him up . Danny reaches for the lock . Just an inch away . Kara ca n't lift him any higher . The Shape is coming ! Danny hoists himself up just enough to twist the lock . He pushes the window open and clambers outside . Kara scrambles up old pressboard shelves . They break under her weight ; she topples back to the floor . The Shape wades toward her . Reaching up for the window .

Danny watches his mother struggle to climb out of the crypt .Kara 's hand reaches toward him . Danny makes no movement .Danny obediently turns and starts to walk away .

Kara 's foot falls on the handle of the knife jutting from her father 's chest . Uses it to springboard herself half - way through the window . Clawing at wet grass . The Shape 's hand shoots out of the darkness below , grabbing at her legs . Kara writhes , kicking and SCREAMING .

Kara grabs chunks of mud as she is pulled back through the window . The Shape yanks hard . Kara catches herself on the window frame . Quickly losing her grip .

Kara reacts to the searing pain , releasing her grip on the window frame . Suddenly Danny appears , locking onto her collar , pulling her clear in one massive heave . Kara shuffles across the ground and picks herself up . Grabs Danny 's hand and runs full - tilt around the side of the house .

CAMERA FOLLOWS their frenzied flight across the street . Past Tommy 's Explorer . Kara limping . Danny surging toward the Blankenship house . Kara SCREAMS , pounding frantically on the door .

Tommy and Loomis have turned the apartment upside - down .Suddenly they HEAR Kara 's frantic pleas outside . Tommy bolts out the door . Loomis right behind him .

Kara POUNDS furiously .Danny huddles beside her , peering out across the street . DANNY 'S P.O.V. - MYERS HOUSE The Shape trudges boldly down the porch steps - knife in hand ! BACK TO SCENE Kara sees the Shape - walking slowly and deliberately toward them . Her SCREAMS become even more intense .The Shape closes in . At the last second , Tommy throws open the door . Kara and Danny tumble inside . Into his arms .

Loomis slams and deadbolts the door .Kara pounds against Tommy 's chest . Hysterical .Kara holds Danny close to her side , backing away in horror as Tommy and Loomis go around the parlor , securing the doors and windows . THUNDER RIPS through the darkened room .Suddenly the window behind Kara EXPLODES . She SCREAMS , recoiling . Then the window in front of her . HANDS reach through . Tommy shoves her out of the way . ANOTHER HAND shoots through the stained glass window in the front door , twists open the lock . Danny races across the lobby and up the stairs . Robed figures fill the doorways . Climbing through windows . Moving inside the house . Surrounding Loomis .The robed figures descend on Loomis . Drops his .357 . Tommy lurches for it , to no avail . Loomis 's SCREAM fills the darkness like a fever dream .Tommy backpedals up the stairs . Kara pulling him along as the cloaked figures glow toward them . Daggers raised . UPSTAIRS HALLWAY Kara reacts to the SOUND of Danny 's VOICE .Kara rushes through darkness to find him .Kara trips and falls . A pair of silver - tipped black boots planted in bold stance . Slowly she looks up the long duster , the cigarette in the gloved hand of the nefarious Stranger - Dr. Wynn ! Danny stands by his side , staring dispassionately .Kara picks herself up , shaking her head in unmitigated fear , staggering back down the hallway . She turns to see the black figures overtaking Tommy . His SCREAMS swallowed by hollow darkness . Alone , Kara careens through another doorway into TOMMY 'S APARTMENT Kara slams the door , turns in desperate circles . Stepping out from behind the door is Mrs. Blankenship - the baby bundled in her arms !As Kara reaches for the baby , the old woman raises a dagger . Her eyes burning . Her wrist branded with the mark of Thorn ! Kara SCREAMS . The old woman opens the door , allowing the figures to enter the room . Daggers drawn . CHANTING a dark invocation . The coven forces Kara backwards . Nowhere to run . Nowhere to hide . Suddenly Kara makes a decision - and takes a running leap toward the window !

Defenestrating herself , Kara SCREAMS , tumbling through the air , bouncing off the porch overhang before plunging to the front lawn below . A thousand grass fragments raining down on her . KARA lies on her back , eyes close , hands folded over her chest in silent repose . She does n't move . THE HOUSE is still . Unearthly silence fills the cold October night . KARA 'S P.O.V. - DISTORTED - INT . TUNNELS A ring of faceless figures move in , completely surrounding her . Suddenly the feeling of RAPID MOVEMENT . Glowing torchlight flickers across dank walls . KARA is being pushed forward on a gurney . Strapped down . SCREAMING for God 's mercy . TOMMY is wheeled through another tunnel . His face a mass of bloody cuts and bruises . His eyes glazed over , trying to find focus . SLAMMING into darkness .

LIGHTNING illuminates the cold , forbidding asylum . The white van pulls up to the security gate . Headlights illuminate the sign : `` SMITH 'S GROVE - WARREN COUNTY SANITARIUM . '' The main gate cranks open . The van pulls through . THE VAN pulls to a stop near the main building . The door slides open and Danny steps out , surrounded by Smith 's Grove staff wearing white jackets . Leading him toward the entrance . LANDING FIELD The helicopter touches down . Wynn ducks out , moving in long , even strides toward the building .

FOLLOW Wynn through the series of security cages , using his key card to BUZZ through . White coats bringing up the rear . Through tall mahogany doors , they cross purposefully into the adjacent wing . EXECUTIVE RECEPTION AREA Dawn , Wynn 's efficient secretary , rises with a congenial smile .Wynn picks up his messages , then heads straight into the office . Dawn resumes her typing . Something eerie in her grin .

Wynn and his staff file inside . Removing his hat and duster , he walks over to where Loomis is seated - shackled to a chair , a bloody slash across his forehead . Seeing this , Wynn snaps angrily at two burly GUARDS .The guards comply . Loomis rubs his aching wrists , glowering .Loomis sees his .357 resting atop Wynn 's desk - only inches away . Wynn 's hand covers it , slips it inside the top drawer .Loomis shudders , rocked by these revelations .Loomis is hoisted out of his chair and led out of the office . Wynn and his white coats flow out behind him .

A tight , damp , claustrophobic space . Tommy is strapped upright to a crude metal rack , not unlike the one Jamie was bound to the night before . Feverishly he rubs his wrists against a jagged metal edge , cutting through skin , wearing away his bonds . Breaking through .

A group of white coats , led by Wynn , usher Loomis off an old service elevator , leading him through the dark passageway . Wynn turns around , surveying the tunnel . As he walks on , we SEE something fall from his back pocket . As they disappear down another tunnel , a wooden door slowly CREAKS open . Tommy appears , cautiously stepping out into the catacombs . Edging along the dank , torch - lit walls . WIND MOANS . Rats scamper past his feet . Wynn has dropped his security key card . Tommy swipes it .

Loomis is led across a narrow precipice overlooking a filthy prison cell . The Shape lies inside . Dormant . Wynn stares down hypnotically at his most prized possession . Michael Myers .Wynn demonstrates . Loomis looks on , spellbound .Below , the Shape slowly rises . Wynn takes out his trusted switchblade .Wynn cuts his hand . The Shape grabs his own hand in agony . Wynn smiles , sucking the bleeding gash .Suddenly Wynn whirls around , throwing Dawn - his faithful secretary - inside the Shape 's pit . Wynn watches with hideous delight as her horrified SCREAMS trail away into blood - gurgling SILENCE . Loomis closes his eyes in anguish .Wynn carries on without remorse . Loomis is brutally shoved forward .

A metal door BUZZES open . Tommy makes his way furtively inside , pocketing the key card . A storage room filled with sawdust and wooden crates . Tommy pries one of them open . Eyes widening in startled disbelief . A small arsenal of automatic rifles and ammunition inside .Tommy lifts a rifle , awed by its devastating lines , then slams in a cartridge and bolts out the door . Back into the tunnels .

A large , amber - hued chamber . The CHANTING coven forms a circle around a primitive stone altar where Kara is tied down , wearing a white gown , her head adorned with a wreath of mistletoe . A wooden symbol of Thorn , like an inverted crucifix , hangs in a place of reverence . Behind the altar , the Shape stands in its cell . Waiting . Loomis is led inside . Wynn glides through this macabre gathering , up to the altar . Looming over the terrified Kara . The CHANTING continues as Wynn dons a magnificent ceremonial robe . At Wynn 's gesture , there is SILENCE . The worshippers offer an obedient response , removing their hoods , baring the mark of Thorn on their wrists . We recognize many of the faces in the congregation . Wynn 's staff . Dr. Bonham . Mrs. Blankenship . The cross - eyed attendant from the bus depot . People from all walks of life . Faces glazed with sadistic rapture .Jamie 's baby is carried forth , CRYING as it is lain inside a baptismal urn beside Kara . Ringed by candles and a circle of stones - eleven in all - etched with symbolic runes .

Letting the rifle guide him , Tommy makes his way through the tunnels . Toward the sound of MUFFLED CHANTING up ahead . CEREMONIAL ROOM The coven CHANTS its invocation . Wynn draws a magic circle around the infant with blood from a silver chalice . Then he inscribes a pentagram in the air with an ornate dagger .Suddenly Danny is issued forth up to the altar . His eyes dark , lifeless pools . Kara struggles against her bonds .Loomis lurches forward . Halted by massive , restraining hands . CATWALK Tommy moves cautiously along the narrow wooden lip , looking down upon the evil ritual . Startled by the SOUND of rusted chains . Pulleys CRANKING . The Shape 's cell being opened . CEREMONIAL ROOM The Shape emerges from its cell and slowly walks forward . Strangely calm . Hypnotized . Looming above Kara . She lets out a SCREAM of unbridled terror as he raises a gleaming dagger . Wynn stands behind Danny . Places the dagger in his hand and holds it aloft . Above the baby .Danny drifts into the dark spell , holding the dagger above the SCREAMING infant . Wynn speaks in the ominous WHISPERING VOICE :Kara cries , appealing to the boy inside of Michael .The Shape stares hard at her through the sockets of its mask . Listening . Reminded of his mother .Danny 's eyes flash like fire . The CHANTING is insidious .Danny turns sharply , seeing his mother . Suddenly terrified .Suddenly Danny drops the dagger . Wynn flies at him , SCREAMING like an enraged beast . The Shape raises its dagger and plunges it - into Wynn ! Wynn 's eyes go wide with shock . The Shape lurches empathetically . Wynn staggers , yanks the blade from his stomach . RAPID - FIRE GUNSHOTS rip through the chamber as Tommy lets loose a barrage of bullets from above . Taking out several coven members , the rest scattering , retreating into the tunnels . Loomis dives Danny a split second before he through Kara 's bonds with the dagger . Kara springs toward the baby as the room is ripped apart by GUNFIRE . The altar decimated . Candles falling . Setting the room ablaze . Wynn releases the supports which suspend the catwalk . Wooden girders CRASH down from the ceiling . Tommy pitches to the floor , dropping the rifle . The Shape staggers , trying to get to its feet . Slowly . Painfully . Flames lapping at its back . Loomis crawls toward the rifle . Grabs it . Rises just as Wynn seizes Danny , a dagger at his throat . Pulling him away .Loomis slowly places the rifle down in front of Wynn . Surrendering himself . Tommy drags himself toward Kara and the baby . Paralyzed with horror as they try to anticipate Wynn 's move .Loomis turns . Gasps in startled reflex . The Shape rises up behind him , swiping the dagger across his chest ! Wynn retreats and flies through a doorway with Danny .Tommy and Kara race across the flame - engulfed room , reaching the door just as it SLAMS shut . Cutting them off . The Shape , the trail of flames growing on its back , hurls Loomis over the crushed altar . Tommy sees Loomis writhing on the floor , about to go for him when - The Shape turns on them ! Tommy stands in front of Kara and the baby , backing away , propelling them out into the tunnels . The Shape walks forward in fevered pursuit , all but consumed by fire . TUNNELS Tommy , Kara and Danny race deep into the heart of the tunnel maze . LOOMIS painfully crawls away .END OF TUNNEL Tommy , Kara and Danny reach the tunnel end . Kara pounds frantically on the elevator panel . A DEAFENING ROAR - the SOUND of fire as the Shape sweeps toward them . THE SHAPE glides steadily through the tunnels . A walking pillar of flame . Undaunted . Unstoppable . Hell - spawned . END OF TUNNEL Finally the doors open . Kara and Tommy barrel inside . Mashing buttons until the doors close - a millisecond before the Shape reaches them .

Kara cradles the baby . Tommy waits anxiously as the old elevator MOANS and GRINDS toward ground level . The doors open .

They barrel off the elevator and race down a long corridor .Tommy leads her toward an exit sign . Behind them , the elevator doors close . The indicator light shows it moving down . They reach a dead end . The row of coded security cages .He reaches into his pocket - withdrawing Wynn 's key card ! Suddenly the elevator doors open . FIRE GUSTS . The Shape emerges , totally engulfed in flame . The emergency sprinklers are activated . Dousing the flames as it walks after them . Tommy panics , runs the key card . The gate BUZZES open . They run through . The Shape 's hands lurch through the bars , missing Kara by inches . They race toward the next gate . The gate behind them opens , and the Shape walks through ! Tommy runs the card again . The gate BUZZES . They slam it - one step ahead of the Shape . The third and final gate . Tommy tries the card . Nothing !The Shape moves through the last gate . Inside the cage with them !

Standing behind his computer , observing them on the security monitors , Dr. Wynn jams the card 's access code . Then he grabs his satchel and strides quickly out of the office . Pulling Danny with him . On the screens , we can SEE the Shape approaching . Kara 's SCREAM can almost be heard on the silent monitor .

Kara SCREAMS as the Shape rakes Tommy against the cage . Kara cowers in the corner , protecting the baby .

Wynn races with Danny across the field toward the waiting helicopter . Getting ready for take - off as they duck inside .

The Shape slams Tommy 's head against the bars ; he slumps to the floor . Then turns its murderous attention on Kara and the baby .

A hand reaches into the top desk drawer , removes the .357 and FIRES an entire round into the security console . Destroying it . The man holding the gun is Loomis .

The door BUZZES open . Kara drags Tommy and the baby out . Slamming the door shut on the Shape . Trapping it inside . The Shape lurches against the bars in wild paroxysms .

Tommy comes to as he races with Kara and the baby across the windswept field . Suddenly they stop dead , watching in horror as the helicopter lifts off . Kara stands paralyzed with shock , looking skyward . The helicopter disappears into the gloom - filled night . Tommy drags Kara in another direction . A vehicle parked nearby . The white van .

Kara lifts the baby inside . Tommy flops down in the driver 's seat . Face bruised and bloody . A key in the ignition . Kara holds Jamie 's baby . Tears falling .Tommy 's gaze terrifies her . He starts the engine and tears off toward the sanitarium gate . Kara looks down at the baby , then stares numbly forward . In the back of the van , we can SEE the the Shape 's white mask . Glowing in the darkness . Emerging . Kara and Tommy drive on , unaware . And that , for now , is how we leave them . FADE OUT . ROLL FINAL CREDITS

The Badlands of South Dakota. Young Indian cowboys at the Great Plains rodeos, on the Pine Ridge reservation. At parties in motel rooms, on the road. Harsh, raw and wild. BRADY, 21 years old, riding saddle bronc at various rodeos. A final ride shows the near fatal moment when he is bucked off and trampled beneath the horse, sustaining a devastating head injury. The crowd gasps as people run to help the young man lying crumpled on the ground...

Blackness. Sounds of a rodeo. Heavy breathing. Blurry flashing light. Brady's eye, blood clogged, flutters open and closes. The blurry figures of doctors above him. Blood smeared across the white pillow. Intercutting, linking Brady's body to that of a horse's body: Brady's scar-covered right hand twitches violently. / Horse hoofs kicking up dirt. Doctor's hands put breathing tubes into Brady's mouth and down his throat. / Brady's hands putting a metal horse bit into a horse's mouth. Doctor's hands putting oxygen tubes around Brady's face and up his nose. / Brady's hands putting a leather halter around a horse's face. Nurses's hands holding Brady down, putting straps over his arms. / Brady puts a heavy saddle on the horse. Brady struggles, trying to pull himself away from the bed. / The horse Brady is breaking struggles not to be rode, bucking, shaking, neighing loudly. Black.

The silence of a peaceful prairie at dusk. The sky shades of purple and orange. Short grass, rolling hills. Faint howls of coyotes in the distance. A small figure breaks the stillness. Brady walks across the plains wearing a hospital gown and cowboy boots. He has a gauze on the right side of his head. Fresh bruises around his eyes. He has run away from the hospital, dazed and tired from the long walk. He splashes through a stream of mud and horse shit. He walks towards the warm orange light of the trailer house in the distance.

Brady walks into the dim living room. The light flickers. He is pale, covered in sweat and out of breath.He stands still. No answer.

You shouldn't try to force her to eat things she doesn't wanna eat.

Yah. I hurt my skull. You know what they had to do? They had to do surgery.

And you have to cut it with a knife. Then they put a plate in there and then they sew it up.

You should lay off that horse's face a little bit. Then he wouldn't be putting his head there like a goose.

That horse I got on in Fargo... Everything I heard about her was shit. But got on her and said 'fuck it'. She was good out there for a while, until the whistle, she got real trashy and started turning there by the fence. I went over the front of her. She stepped on my head. Popped me out. Didn't knock me out til I got to the hospital. I had a seizure and went into a coma.

I'm not, I'm drawing out of anything. I'm just taking some time off. Your brain is a little different than yo ur ribs...

I didn't get a chance to see him there for a while, while I was rodeoing. But they just checked him into a brand new rehab facility.

He probably could've won the world if he'd had an honest chance. He was a damn good bull rider.

That was a good night for Lane. You remember when he switched hands at Elkhorn and won the bull riding first time ever riding a bull with his right hand? Eighty four points!

Not supposed to for a while. I wish I can ride, but... If I hit that plate in my head, it will cave the whole side of my head in... But...

...You know, I'm... probably gonna be training horses in a few month.

Lil, I'm thinking about going to the rodeo. Do you wanna go with?

Sell him Gus? What do you mean you had to 'sell him Gus'?! Gus is mine.

Yah... Wish I can ride him one last time though... Finished the outline?

A lot of times, you know... you get hurt... But, you don't think you'll get hurt like that... I'm just... happy I came out as lucky as I did.

God, I ask you to take care of Gus on his travels. Be with him all the time and protect him. Keep him safe, God... In Jesus's name I pray, Amen.

I know. I'm riding some gentle ones. But I just don't have the stamina like I used to.

Lil, since you're in high school, what do you think about taking up some sports?

If you don't wanna do something you're just not gonna do it right?

It's only been on a hundred horses or so. I won it at a pro rodeo in Cherokee, Oklahoma.

You know one of those new ones will probably run two, three thousand dollars.

That big bay horse at Victor's. Apollo. I think he's gonna turn out to be a good one.

I had a big ol' horse like you named Gus. Now that he is gone, think you can take care of me?

You know Lil... I'm sorry I haven't been around that much... Busy rodeoing and all...

Heard about Superbars. He was a good old horse back in 60s or so. Wish he was buckskin.

You're gonna kick. See how that works? Keep the slack out of your rein.

Yes, to get rid of the slack in your rein then up in the air and to your left.

Ride like it's gonna be the last horse you ever get on. Because any bronc could be the last one.

See? Give him some rein. Hold him a second then beat him back to the ground! Fast feet!

This is Lane Scott's old riding shirt. He won about 15 thousand dollars in one summer wearing this shirt. It was mine for a while. I probably had my best summer in it. If it fits you, you can have it too. Too short in the arms for me.

You can try those chaps on too. If they fit, go ahead and take them.

I really like how he puts the feet on there. That was a pretty good call huh?

Really loping off to the distance huh? You bet. Now stop. Say halt boy. Let me hear you say halt...

Good job. Now you better watch out. She may start bucking. Keep a good tight seat on there. You better lift up your rein.

Yah. You know I got hurt too, right? Just like Apollo did.... But I got to live...

I was only kept alive because... I'm human... If an animal around here... got hurt as bad as I did, we'll have to put them down. It just not fair to them if they can't do what they were born to do...

I don't listen?! I always fucking listened. Everything you ever fucking said to me! What happened to "cowboy up", "grit your teeth"? Didn't you always say "be a man Brady! Fucking step up, get back on, be a man!?" What happened to all that, Dad?

I'm sorry that I couldn't be around. I was always rodeoing, going so much. I feel bad...

Now I kind of understand how you must've felt... And... now that...

I can't rodeo... for a while... I can at least come visit you more often.

Now to the right... Good job Lane. Go ahead, stop him. Back him up.

You're... You're on big old Gus again. You remember old Gus. Loping across there.

Brady walks in and finds his little sister LILLY asleep. She is 14 year old, bright, spirited and on the brink of womanhood. She has Asperger's Syndrome.Lilly is still half-asleep.

I'm just doesn't no understand. And I can't use to imagine that.

But I can't do anything and it's making me all mad. Now it's a dream and it's not a plan as well.

But I don't like fifteen anymore. I just want fourteen years old.

Yes you well! Because... It's like a celebration coming on. But I just have... two, four, six, eight and one, three, five, seven, nine, is not a plan ever!

Yah. I sure better tell him to watch out for the revolving door. He should just grease it.

I know. You just... Long time ago. It's good. You're fine. I'm good. Now I'm just feel sorry too.

I know it's your train Elmo, but I only played a little minute. I'll give it back, I promise. And you know what? This is amazing! Good! Always names like me... Lilly!

Brady throws up in the toilet bowl. He takes a handful of prescription medication. The bloody gauze is stapled to his head. He feels the staples with his fingers, taking deep breaths and begins to pull them out of his head with a hunting knife. The bloody staples drop onto the counter one by one. The fresh wound, stitched together on the back of his shaven head is shocking. It looks fresh and raw.

Brady wraps his head with plastic wrap and takes a shower awkwardly, taking care that his head doesn't get wet.

Brady walks through the messy living room towards the fluorescent glow in the kitchen.

Brady waits as the coffee brews, spacing out. He takes a sip of the hot coffee. Another sip. His right hand twitches suddenly and starts to shake. Surprised, he quickly grabs it with his left hand, but drops the coffee cup. It shatters to the ground, coffee spilling across the cracked vinyl floor. Panicked and confused, Brady shakes his hand.

In the blue dawn, Brady can be seen from a distance, walking from the little trailer towards the corral, where a pale horse is tied up.

Brady pets GUS, his favorite horse and oldest companion. He's a large, and magnificent, pale colored Palomino. The love between them is clear. Brady's hand runs through Gus's smooth coat.Brady notices a cut on Gus's leg.He checks the wound nervously.He wraps his arms around Gus' neck, like a child that has been away from home too long.

Brady practices lassoing with a ranch rope. He's rusty, missing the target repeatedly. An old pick-up pulls up. WAYNE, Brady's father, an old-school cowboy wearing a black denim jacket and cowboy hat, comes back drunk. Brady is not happy to see him.Brady ignores him.Wayne giggles as he climbs out of the pick-up.Wayne goes up to Brady.Brady backs away.Wayne points at the plastic steer dummy.Annoyed, Brady ropes anyway and misses it again. Wayne starts laughing.Taking a deep breath. Brady ignores him.Brady sighs, takes his tobacco chew out of his pocket and tosses it to Wayne. Wayne puts the chew in his mouth and walks up to Brady again.Brady lets his father hug him. His expression is blank.Wayne staggers away into the house. Brady watches him for a moment before going back to roping again.

What the hell? Can't you rope anymore? Maybe you should've stayed in the hospital.

Ok, ok. I will make a deal with you. A bite of the Chuck Wagon or... wear a bra.

Big old gash on the side of his head. I told you not to go and ride that son-of-a-bitch anyway.

Frank. This idiot for a horse trainer you have ran away from the hospital four days after the surgery.

Don't listen to anything he says. He may not be thinking too good.

You can tell me what to do when you're riding the son-of-a-bitch. Too bad you went to the rodeo and got all fucked up.

Well, I'm doing what I need to do. Finishing something you should be doing.

Hey Todd, I haven't talked to Brady about this. Can you just come back tomorrow and pick him up?

Gus is part of the family. I guess it's his turn for us to make a living.

You want Miles to haul the trailer? Me and Lilly have no place to live?

Fuck you, Brady, I don't need your shit. It's not like you can ride anymore, we gotta make a living somehow...

Victor is looking for a buckskin. What do you think of that one?

I want twelve fifty cash. She's worth way more if you take her to town.

We can take this money now, buy another horse and make some money. You always smoke my weed up. Might as well just trade with him a little bit of grass.

You don't think so. Why the hell not? You wanna go to that rodeo with me, you gotta wear a bra. It's public place.

I sold that buckskin to a guy in Minnesota. I told Victor I'll pay once I get the money.

I told him to rest. He never listens though. It's lucky he didn't hurt his head.

Well, Brady, sometimes we gotta play the cards we're dealt. Sometimes... I guess... dreams aren't meant to be.

Too bad your mom ain't here. You and her can be stubborn together.

Brady puts his rodeo hat on the panelled wall. He takes his leather chaps and his spurs out of a black trash bag. He sits on the edge of the bed and cleans them.

Brady plays cards alone at the table. Wayne, sobered up, makes three microwaved burgers (Chuck Wagons).Wayne calls Lilly to come eat.Lilly walks in a small voice recorder and an apple.Lilly goes to sit down despite her protests.Wayne puts the soggy microwaved burger in front of her.Lilly stares at it.She pushes it away and looks over at Brady.Wayne looks away for a moment.Wayne chucks down his beer. Brady stares blankly into his burger.

The Blackburn family grave yard - a cluster of wooden crosses. Some ancient and some new. Rusted horseshoes and weathered cowboy boots are scattered around the long grass. Brady opens the barbwire gate. A bell tied to the metal, chimes gently as he closes it behind him. Brady prays silently in front of his mother's grave. On the wooden cross it reads: Mari Blackburn. 1963-2013. A few children's star stickers pasted on the weathered wood. Lilly's handy work. Brady looks up at the wooden cross.The sound of bell chimes and long grass blowing in the wind. Brady sits there and listens.

Brady is trying to take a nap. The wound on the side of his head looks dried up. He can hear Lilly's laughter. Lilly walks in.She sees his wound.Brady grabs her hand and pulls her to sit down. She touches his shoulders gently while inspecting his wound.Lilly gives him a hug.Lilly struggles to find her words.She points at Brady's wound.Lilly looks upset.

The sound of crickets and horned toads in the darkness. Brady walks down the wooden steps leading to the front door. He sits on the last step, in the dreary porch light, and spits at the dirt. He is tired but he can't sleep.

Brady walks towards the corral wearing his leather rodeo jacket. His eye is still bruised and he looks tired as hell. Wayne is trying a bay horse, while the horse's owner, FRANK, is watching. Frank is an old-school rancher cowboy with rough skin and a hook for a hand.Frank checks out Brady's head.Wayne rides over. He's cocky and knows how much Brady hates watching other people ride his horses.The older cowboys laughs. Brady bites his tongue.Wayne makes a kissing sound and starts backing the horse up.Wayne pulls hard. The horse takes a few steps back. Brady watches intensively.Wayne rides around and looks at Brady patronizingly.Frank watches the father and son bickering as if he has seen it many times.Brady can't argue with that and looks away.

Brady sits alone on the sofa, watching rodeo videos on TV. A young cowboy is riding a black bucking horse.

Brady is taking a nap. The door cracks open. Brady's rodeo friends, CAT, TANNER and JAMES sneak in. They're a classic bunch of young Indian cowboys, donned in cowboy hats, denim and flannel shirts. They bend over excitedly, checking out Brady's scar, talking in low whispers.James takes the drag of his cigarette.He leans forward and blows the smoke into Brady's face. Brady flinches and wakes up. Everyone laughs. Brady pushes James.Brady rubs his eyes, half smiling.Brady nods. The boys are already at the door.Brady laughs and sits up.

Broke my thumb. Broke wrist twice. Broke my ankle. I mean I died eight times, that's why they call me Cat. Didn't even cry or anything... Igmu! (Lakota for "Cat")

I want to say a prayer for him, I mean, it would be best if we said a prayer every day, you know, the guy sure could use it. But I want to go ahead and just say...

I pray to God that he takes in all the strength from all his friends across the nation. North, south, east and west, 'cause over this country.

I hope he gets to ride again. Feel the wind in his back, watch it flow through the grass. Be what he wants to be, once again.

We are him and he is us. We're all one in this together. Mitakuye Oyasin.

Some cowboys believe yellow is superstitious. That ones lucky though, ha?

You know, I know about your hand. I know you ain't supposed to be rodeoing or anything like that.

Must be tough. I know it's tough. But... You just gotta learn to let it go, and move on....

Got on this great big grey mare. I was getting pretty stretched out in the end. Thank god I heard the whistle blow. Right at the end sh e slammed me down on the dirt. Hardest I ever been slammed before. Broke three ribs on my right side. Brady over there, told me to get on my short go horse, even though my ribs hurt like a son-of-a-bitch.

You ain't gonna be turning out horses left and right just because your head hurts a little bit, are you?

Yah I know. It's all the same to a cowboy. Ride through the pain.

Now don't let this head injury go to your head. Get you scared. I know how that goes with some guys. They get scared to get on again, and they end up becoming farmers...

Remember when he went three for three in McCool Junction? And won it?

Falling asleep over there! Are you gonna enter for Water's Rodeo on the 17th?

What's wrong with that? His head is a long way from his heart. He won't hurt it again.

Aren't you way too old to be watching Sesame Street? When I was 15 I was at the bar drinking with my dad.

Fuck you! I didn't fucking do nothin'. Just being friendly that's all.

Got kicked in Kadoka at Rodeo Bible Camp. Went out of the back door. That wasn't so bad. Was just kind of a stinger for a week.

Shit, one time me and Lane was coming back from a party. We was driving in Tanner's brother's car, and we was kind of talking about women. We was a little drunk and Lane looks over at me and says 'James, you know what one thing I've learned in life is' he says 'girls, they come in with a name and they leave with a number'.

Told you I was pinned! Told you I was done! What's the matter with you!?

The epic landscape of the Badlands at dusk. The boys have built a campfire on one of the large rocks. They are laughing, jumping over the fire and being rowdy. The boys race up a steep hill, the half moon is bright in the darkening sky above them.Brady sits back near the glow of the fire. He watches them as they run up to the top. Brady doesn't follow.

It's dark now and the boys are huddled around the camp fire, sipping from beer bottles and talking about their rodeo injuries with great pride in the flickering glow of the fire.Brady looks up at Tanner who is pretty drunk.Cat looks at the boys thoughtfully.Brady keeps quiet but his jaws are tense.Cat interrupts the conversation and turns to Brady.Cat looks back at the fire, lost in a thought. Tanner wipes his face, looks restless after the mention of Lane.Tanner stuffs tobacco chew into his lip.Brady smiles and nods.James and the other boys laugh.The laughter fades and the boys become sombre. Cat looks back at the fire.Brady looks over at Cat.Brady pulls his hood back. Tanner and James remove their hats. They bow their heads in prayer.Cat has a thoughtful smile on his face.Brady listens. His jaw tightens.Brady crosses himself. Tanner and James put their hats back on and take swigs from their beer bottles. Cat picks up his guitar and starts strumming the chords of a country song he wrote called "Gambling Man" about the life of a rodeo cowboy. It used to be Brady's favorite now it's bittersweet for him to listen to. Brady stares into the fire, watching the eerie blue flames curl around the glowing embers.

Music plays as time passes. Moments of silence on the Great Plains. A Badlands sunrise. Withering sunflowers in a field of dry grass. Windmills. Horses at dusk. Brady wanders in the Badlands while a thunderstorm is brewing in the distance, coloring the sky an unusual blend of yellow and green. A significant amount of time has passed since the boys prayed for their friend around the bonfire. Brady's hair has grown back, covering up his scar. He looks thin and pale. He watches the distance lightening.

Brady walks through glass doors of a physical rehabilitation center and stops at the front desk.

Brady walks in and sees LANE sitting alone in the middle of the room in his wheelchair.He walks over to Lane's chair. The room is sparse, with a small bed in the corner, a white support pole beside it leading into the ceiling. The walls are covered in old pictures of Lane in his younger years as an up-and-coming bull rider. Lane can not speak. His bull riding accident has left him permanently paralyzed. He's barely able to lift his left hand, using sign language to communicate. Brady gives Lane a hug, helping him to put his arm around him.Lane slowly closes his eyes as they embrace. Brady pulls back after a moment.He looks at Lane's hand for an answer.Lane starts to spell out each letter of the words with his shaking left hand.Lane starts to sign again.Brady laughs.Lane slowly smiles and starts to sign. Brady reads it.Lane gives him a thumb up.Brady looks down.

Brady and Lane watch a video of Lane on YouTube on an iPad.Brady smiles and looks up at Lane. Lane smiles back. His face is a lot thinner now, than the young, vibrant man in the video. His facial muscle has been damaged by the paralysis, altering his looks. But Lane is smiling. He enjoys revisiting these moments. The video starts to show Lane's wild bull rides, chasing after buffaloes, being a goofy teenager. Lane stands in front of camera, wearing a cowboy hat and striped shirt.Lane, in his wheelchair, eyes bright, grinning happily. He has not lost his spirit.Brady's smiles slowly fades.

My name is Lane Scott. I'm eighteen years old. I'm from Kennebec, South Dakota.

Lane, he is young, but he is really good. Best bull rider coming out of South Dakota for sure.

I mean... I mean, not trying to apply anything. But, me and superman have not been seen in the same room together, so...

I was about three years old when my dad introduced me to the rodeo world. There is nothing can really beat it. You get on a bull. Makes a good ride. Everybody in the stands stand up for you, yells and cheers. Your adrenaline is goin'. You just can't stop but smiling.

There is nothing like strapping yourself on a 2000 pound animal and just going with it. That's what I want to do and I want to do it for the rest of my life. I can't imagine doing anything else.

Brady checks the now healed scar on his head. He brushes the hair over to conceal it. He takes a handful of proscription pills. He puts on a necktie. As he pulls the tie through the pin, the fingers on his right hand suddenly grip the tie and lock onto it. Brady pulls the tie out of the grip and peels his fingers open. He has gotten used to it now, he is not panicking. He shakes his hand and puts his cowboy hat on.

Brady's truck pulls up. He is a little nervous. He checks himself in the mirror.Lilly focuses on her recorder.Brady takes tobacco chew out of his mouth and throws it out of the window.

Brady sits across the table from HELENA. A Lakota woman with long braids and a strong gaze.Brady can't help but interrupts her.They look at each other.Brady looks away. Helena looks at him for another moment, then she starts writing on a posted.Brady takes the posted.He gets up and walks towards the door.Brady stops and looks back to her.Brady nods, forces a smile.

Well, you have two options. Oglala Lakota College has a GED program. The OST TERO office has job training program for construction... Road work...

You still need something to fall back on. You can't train horses forever.

I have a cousin who is the manager of Dakota Mart. His name is Robbie. They have some temporary positions. Tell him I sent you.

Brady walks across the empty parking lot towards the supermarket.

Brady picks up a bag of candy and looks over at the checkout. He sees TERRI DAWN, a young woman with pink hair and dark eyes. She glances back at him. He quickly looks away. Takes a deep breath and walks towards her. He puts on a smile.Terri Dawn greets him but she is not friendly.A moment of awkward silence as Terri scans the items. There's a history between them, and Terri Dawn is playing disinterested.Terri Dawn rolls her eyes.Brady hides his annoyance.Terri Dawn ignores him. Another moment passes.Brady looks at her, not sure what to say.Brady quickly searches his wallet.

The problem with you boys... You don't like to get your pride hurt.

No, he wasn't. You know, we don't care how she is. She don't care how she is.

Brady drives as Lilly is singing, the sun setting behind her.Lilly looks up at Brady and shakes her head.

The announcers voice echoes out over the rodeo grounds. Brady walks towards the glow of the flood lights above the stadium, and makes his way behind the chute. Cat and the other RODEO BOYS are surprised but happy to see him. They shake his hand and check out his scar. Brady sits back and restlessly watches everyone getting ready. He looks over at Tanner, who is getting ready for his bareback ride. Tanner gives Brady the finger. Brady shakes his head and looks away. The Lakota Flag Song is sung over the speakers. Brady and the boys listens with their hats off in respect. Tanner climbs into the chute, onto his horse. The horse starts to buck, rattling the steel bars, showing its power and aggression. Brady and the boys steady it. The whistle blows. The gate opens. The bucking horse charges out and Tanner rides it hard into the arena. Brady and the boys cheer loudly for him as he rides 8 seconds. A perfect ride. The crowd cheers. The other riders soon follow. Brady watches a young rider gallop across the arena on his horse with envy. He wishes he was out there too.

Brady sits on a plastic horse on a carousel, feeling both nauseous and mortified. It feels like a bad joke. Lilly happily sits beside him, singing on her horse with her hands in the air. The spinning gives Brady a bad headache. Bright lights flash by in a blur of motion, overwhelming him.

Loud music. Neon lights. Rowdy cowboys. Brady is sitting in the corner booth, dazed from his headaches, watching Tanner, Terri Dawn and Cat talking from across the table. Tanner is gloating about the 8 seconds ride he made today. He checks on Lilly, who is sitting at the bar watching Sesame Street videos on her phone with James beside her. James playfully takes Lilly's soda and she wrestles it back. Brady looks down. Having a hard time keeping his eyes open.Tanner slams on the table.Brady nods, although this is probably unlikely.Terri Dawn slaps Tanners arm real hard, surprising everyone.Brady is annoyed and embarrassed Terri is talking for him about his injury. He can defend himself.They both look over at Brady for a moment.Terri Dawn stares at Brady. Brady looks away.Terri Dawn, wounded, gets up and walks over to the bar. Tanner smirks. He gets up too.Watching Tanner leave. Cat smiles and gives Brady a nudge.Brady sighs, trying to shrug it off.BILL, an older cowboy, white hair beneath his hat, and a tooth pick in his cheek, sits down opposite Brady.Brady shakes Bill's hand.Brady looks over at the bar and sees Tanner sitting next to Lilly and playfully talking to her. Lilly is still laughing at her Sesame Street video.Lilly ignores him and stares at her video.Tanner hands Lilly his half-drunk beer. Lilly laughs and pushes the beer away. Bill is still trying to convince Brady to train his horse. Brady is barely listening.Brady looks back to Bill.He looks over at Tanner and Lilly again, his patience is wearing thin. Tanner tickles Lilly and pushes the beer bottle into her hand. She laughs and pushes it away again.Brady suddenly gets up and charges up to the bar.Brady grabs Tanner by the collar and shoves him HARD.Tanner is shocked and grabs Brady by the shirt, pushing him back as others try to react.Terri Dawn quickly takes Lilly's arm and they head outside the bar.Cat and the other cowboys pull them apart. Tanner's cowboy hat falls to the ground. Red-faced and ruffled, he tries to compose himself.Brady glares back at him. Everyone seems shocked by Brady's behavior. It has come out of nowhere and seems completely out of character.Cat pushes Brady aside.Tanner fixes his jacket. Cat looks at Brady, surprised as anyone by his actions. Brady composes himself, also shocked by his own aggression. He feels the eyes of everyone on him. He looks away and quickly storms out.

I heard you're a horse trainer. I have a colt nobody can break. Will you come and look at him?

Brady catches up with Terri Dawn and Lilly.Lilly runs to the truck, leaving Brady alone with Terri Dawn. She looks at him coldly. He's embarrassed. A moment later, she sighs and reaches for her pocket. She pulls out a joint.She signals him to follow and walks away, leaving Brady standing alone in the red neon light.

The pale, bright moon is high in the sky. Coyotes howl from the distant Badlands. Lilly is playing with her recorder in the front seat. Humming softly a melody she made up. Brady and Terri Dawn share a joint in the bed of the truck. Their faces lit dimly by the red neon light of the bar. Both stoned. Brady leans forward to check on Lilly.Terri Dawn takes a drag of the joint and coughs. She passes it to Brady.Brady leans his head back, too high to argue. A moment later.Brady looks over at her for a moment. He moves clumsily towards her and leans forward. She is a little surprised but doesn't move away. He kisses her on the cheek and lowers his head into her lap. She maternally strokes his hair as he closes his eyes.

Gold star stickers are carefully applied onto Brady's chest. Lilly is putting them on him while he sleeps. LOUD KNOCKS. She giggles and quickly scurries out of the room. Brady struggles to open his eyes.

Brady opens the door, still half asleep, covered in star stickers. MILES, a middle-aged, rough looking landlord and debt collector, with a red face and steely blue eyes, gives him a stern look as he passes. His young song, at most 12 year old, stands behind him with the same annoyed look on his chubby face, clearly emulating his pops.They pass Brady and walk into the trailer.

Miles struts around the trailer like he owns it - which he does. He checks the light switches.Brady wipes his face.Brady hides his surprise.Miles opens the fridge and gets a beer for himself. He gives Brady another look, who is still covered in star stickers.He opens the beers and walks out. His son following behind. Brady looks down and finally sees the star stickers.

He owes me quite a bit of money on this trailer. I need payment.

No. It's been four month since I seen money from him. I need somethin'. You're gonna tell him I need some money or I gotta come and get the trailer. I'm tired of lookin' for his ass.

Lilly is heating up a thin crust frozen pizza on a rotating pizza oven on the counter. While she waits, she plays with a Sesame Street music box. She cuts the pizza into smaller pieces with a pair of scissors. Brady sits on the couch, staring at Lilly's cartoons on TV. He is not really watching, but lost in thoughts.

Brady strolls across the hill. He looks down at his rundown trailer beneath the darkening sky.

Brady sits opposite the Dakota Mart MANAGER, a large man, with white hair and a sickly complexion. Brady is filling out the application.

Brady looks uncomfortable and out of place in the store uniform as he learns how to use the check out scanner. His physical presence seems diminished, as if without his cowboy hat, and usual attire, he is somehow smaller. Brady interacts with CUSTOMERS. He is nervous but tries to be polite and do a good job. The line is long and he makes a mistake, running an item twice. One of the customer gets impatient. Brady quickly apologies. (IMPROVISE) When the line is finally cleared, Brady leans against the check out rubbing his brow.

Bray's truck pulls up. He climbs out like a wounded animal, tired and exhausted. He walks towards the house.

Brady sits in bed reading a rodeo magazine. He hears the sound of a pick-up truck and looks outside. Wayne climbs out of the pickup with TODD, a local rancher. They talk business as they walk towards the barn. Brady quickly gets out of the bed and heads outside.

Brady walks towards the corral. He sees Wayne and Todd are talking by his horse, Gus, who is tied to a metal poll.Todd turns to Brady. He's a large man, wearing dark sunglasses to cover the heavy scarring across his face. He shakes Brady's hand.Wayne looks over at Brady nervously.Todd senses the awkwardness. He shakes their hands and leaves.Brady stares at Wayne while petting Gus.It takes Brady a moment to process what Wayne has said.Brady is furious. It's incomprehensible to him that his father could even consider this.Wayne is being dismissive, avoiding eye contact and untying Gus's reins.He's overstepped the line. Wayne bites back.Brady grabs Wayne's shirt and pushes him against the metal gate. Wayne regains his composure calmly, staring Brady down.Brady looks away.Wayne walks away leaving Brady alone with Gus.

Brady goes hunting rabbits with his pistol. Partly to let off some steam. He flips the gun in his hand like a pro. The sky is cold. Brady moves through the plains. Stops. Stays still. A moment later, he fires. He picks up the dead rabbit from the tall grass.

Brady dresses the rabbit on the deck under a dim lamp. Unmoved as he pulls back the fur, revealing the bloodied, raw torso and breaks the thigh bones.

The buzzing of a tattoo gun. GABBY, Cat's girlfriend, is cooking the rabbit on the stove at the end of kitchen. Needle outlining the large tattoo. Blood seeps from the lines of ink. Cat is finishing up the outline of a tattoo on Brady's back. Brady welcomes the pain. It helps him to stay calm and focused.Cat wipes the tattoo clean. It's a bull rider on a bucking bull in front of a cross.Gabby walks over to take a look. She passes Brady a joint.Brady stares through the smoke of his joint.

No street lights or headlights. The road ahead is dim and eerie. Brady drives. Tired. Distant.

Brady makes himself some coffee. He stands silhouetted in the side door of the trailer and looks out over the plains - Gus is seen as a little shape on the horizon, grazing on the hill, against the early morning glow. Brady watches Gus for a moment, a calm expression in his eyes.

Brady walks by a saddle on the fence and grabs a halter hanging next to it. He walks up the hill towards Gus, determined.

Brady slowly approaches Gus. Gus stands still, as if he were waiting for Brady. Brady gently puts the halter around Gus' head. He pets his old friend's face and puts his forehead against Gus's, praying softly.Brady's hands take a firm hold on Gus's mane. Brady's face, nervous but determined. Gus's dark eyes blinks. Kicking his feet, Brady swings his body onto Gus bareback effortlessly. He steadies his nervous breathing. Petting Gus gently. Hearing the wind blowing across the prairie. The first ray of sunlight appears in the distance. Brady rides Gus, slowly walking across the open field. He kicks a little harder, Gus starts trotting. The sun is up. Bright and blinding. Gus is galloping now. Brady is back in his element. As he rides the sky seems to gets bigger, the plains vaster.

Brady loads Gus into Todd's fancy trailer. He gives Gus a kiss on the nose and pets his neck. This is goodbye. He walks out of the trailer, Gus's eyes stay on him as the door swings shut. He hides his sadness as he watches Todd's pickup and the trailer drive away.

Brady walks in, taking off his cowboy hat. He stops when he hears Lilly's voice.Brady turns and heads towards the warm, reddish glow emanating from behind Lilly's bedroom door.

Brady opens the door and sees Wayne and Lilly in her room. Wayne is holding a rotating lamp that projects colorful stars onto the walls. Lilly's room is already lit by a bright pink lamp. The blue stars make the space feels like a dream.Wayne projects the half moon from the lamp onto the wall.He grabs Lilly's Elmo toy and throws it over the moon projection.Wayne and Brady exchange a look.Lilly holds Elmo up at the stars on the ceiling.Blue star swims across Brady's face. Seeing how content Lilly is and the warmth between her and Wayne, Brady he can't help but to smile.

Brady walks up to the front of Frank's house. He whistles.Frank walks out of the front door, still sleepy in his pajamas.

Brady starts training a young mare named Crystal. He circles the corral with her. She is agitated. Panting, kicking dirt. After a few rounds, he catches her and puts a halter on her. He then carefully puts on the saddle, firmly commanding her to stay calm when she tries to run. He holds the rein, runs in circles around her, forcing her to turn with him. After a while, she is used to him. He gets on. She is nervous. He rides her around the corral, slow at first and then suddenly fast. She seems to be comfortable. Everything is going well. Brady is back doing what he loves.

Storm clouds are gathering. Brady rides Crystal across the hills. He takes his pistol out of his gun holder and holds it next to Crystal's nose, letting her smell it before shooting a few times into the distance. Crystal reacts badly and tries to run. Brady holds her still, lets her smell the pistol again, and shoots again until the horse is desensitized.

Brady walks towards the horse sale, passing rows of pick-up trucks and horse trailers.Tanner and Terri Dawn are sitting in Tanner's pick-up. Terri avoids eye contact.It's still awkward between Brady and Tanner after their fight at the bar.Brady looks at Terri Dawn. She ignores him. Brady gives up and walks away.

The back pens are packed with horses for sale. Brady and Wayne are looking at a pin filled with at least fifteen horses. They swarm back and forth like fish in a net.Wayne whistles and seems to get the attention of a large and beautiful buckskin.

The horse auctioneer is holding the sale with his fast talking auction chant. The round stands are filled with OLD-TIMERS. Ranchers, horseman, horse traders, mostly dressed in Wrangler jeans and cowboy hats. A WOMAN is holding a raccoon on a leash. A SKINNY MAN wearing a green trucker hat is riding a horse in the middle of the stands, displacing the quality of the horse for the auction. Brady and Wayne are at home. They talk to each other, discussing each horse. A YOUNG COWGIRL, about 15, wearing a brown felt cowboy hat, shyly greets Brady and shakes his hand in admiration.

Brady eats a burger, watching Wayne flirting with SUMMER, a blonde bartender, who's best days are behind her.

Wayne is gambling at the slot machines with Summer. Brady walks over.It's clear Wayne has had a few drinks too many.Knowing it's useless to argue, Brady sits down to play the slot machine himself. Summer peaks over at him.She looks at him again over Wayne's shoulder.Brady stops playing, but doesn't answer.Brady goes back to playing, but his mind is elsewhere.

Brady leads the buckskin horse they bought at the horsesale out of an old rusty horse trailer. VICTOR, a Lakota man, with a shaven head and smudged with tattoos, stops feeding his herd of chickens and greets them. Brady watches Wayne and Victor checking out the horse for a moment and walks away. He wanders through Victor's land, littered with junk cars and old home appliances, almost swallowed up by sage bushes. He stops when he passes the corral and sees a beautiful bay horse tied up by the fence. He walks towards the horse carefully, stopping when it starts to get agitated. The horse is clearly wild. He reaches for the horse's nose, it pulls back violently, eyes wild, nostrils flaring. Gently and patiently, Brady reaches out and pets his nose to keeps him calm. Victor walks up behind him.Brady keeps his eyes on Apollo for a moment.

Some fucker tried to ride him and got bucked off. He quit and now it's got all kinds of bad habits.

There is gas in here. There is oil in here. There's cloth in here. There is rope in here. It's the future boys.

See you boys checking out them cars out there. Looks like you need some parts. Willing to make a deal?

What do you say I throw in that back window and I got seven hundred dollars?

Hm... I don't know. You gotta get back to riding horses and rodeo.

Victor's living room is dim, covered with wall art. He is holding up a massive joint.Wayne sits back on the couch, chimes in.Brady lights the joint.Brady rubs his forehead, annoyed.They shake hands. Brady looks down, it's pointless to argue.

Brady trains Crystal by riding her and roping at the same time, getting her used to the rope. He rides her around the corral as fast as she can. The midday sun is bright. Brady struggles with the heat and a headache.Brady gets off Crystal. Suddenly his hand shakes and grips onto the rein.Brady tries to peel his hand off of the rein. Crystal seems to sense Brady's panic and begins to pull away, yanking Brady along with her. Brady still can't get his right hand to let go of the rein.Panicking now, Crystal shakes her head, shaking Brady's arm along with it and backing away faster, until - CRACK! Crystal's body slams hard onto the wooden fence, breaking the fence in half. The pressure pulls the rein out of Brady's hand. Out of breath and still in shock, Brady hits his hand hard and quickly goes over to check on Crystal. Crystal breathes heavily and backs away from Brady. A trust has been broken.Brady manages to grab Crystal's halter and starts to pet her.Crystal slowly calms down. But Brady can't. He looks down at his hand. Concerned.

Brady is working. He is in a bad mood. He is lining up women's deodorant on the shelf. OLLIE and SAGE, two young Lakota boys walk by. Ollie is about 15, tall and good-looking. Adriano is 12, awkward, wearing a white cowboy hat. Ollie notices Brady first.Brady turns around.Ollie pushes Sage towards Brady. Brady smiles and shakes Adriano's hand.Brady puts his arm around Adriano.Adriano smiles.Ollie takes the photo.The two boys nod, slightly confused.The boys walk away. Brady looks over. Adriano waves at him before they disappear around the corner. Brady takes a moment and starts putting the deodorant onto the shelf.

Brady works the check out line. Victor puts a basket of baby product down on the counter.Brady starts to ring up his items. Victor looks at him.Brady smiles, keeping his eyes on the check out screen.Brady smiles faintly and hands Victor his groceries.Victor walks away, leaving Brady at the check out line.

Lilly is reading her book out loud. Enjoying herself. Brady sits on the sofa and takes his hat off.Wayne sits down next to Lilly.He tosses a plastic bag to Lilly.Lilly opens it and pulls out a pink bra. Her smiles drops immediately.Brady watches the usual bickering and decides to join in.Brady can't help but to smile.

Lilly is sitting in her room next to her pink lamp, cutting up the bra into pieces. Brady walks in and sits next to her.Lilly picks up a speaker phone that lights up every time she speaks into it and alters her voice to a strange pitch.Brady laughs.Lilly continues to cut the bra. Brady watches her and smiles.

Brady takes some money in a zip-lock bag from under his mattress. He counts it. It's not enough to buy Apollo. He looks up and sees photos of himself riding bucking horses. He looks down at his bronc saddle in the corner of the room.

Brady walks towards the pawnshop with his saddle over his shoulder.

Brady walks in and notices a roll of saddles ready to be pawned by the door. MOE, the pawn shop employee inspects the saddle.Brady thinks and gives in.While Moe is typing at the computer. Brady rearrange the stirrup.Brady looks down at the saddle, his hand holding onto the rough leather.

Definitely looks like you got some wear and tear on it. A little rough there. Some custom bolts here... Uh... You definitely used it.

Wow. Pro rodeo huh... Saddles, we are pretty stocked up on, you know, this time of the year. Something like this I can probably offer you, four hundred bucks if that'll help you out?

General rule of thumb, pawn shop offer about a quarter on the dollar, so... If it's worth two grant, huh... Maybe just five hundred just to help you out, since you're selling it. You don't want it back.

You know, I see a lot of cowboys coming in with their saddles. A lot of them get rid of them. You can't rodeo forever, right?

Brady takes the saddle from the back of the pick-up. Wayne is practicing roping.Brady waits. No response from Wayne. He turns and walks back to the trailer.

Brady walks in. Lilly is reading her book out loud.Lilly starts to sing a lullaby in Spanish. Her voice is beautiful. Brady sits back and listens.

Brady is making frozen burgers. Wayne walks in and takes off his hat.Brady is surprised. He stares at Wayne who is checking out the burger on the stove.He scoops the burger patties up and throws them in the trash, opens the fridge and gets a bear. Brady still stares at him.He taps on the freezer.Wayne drinks his beer and leaves. Brady stands alone in the kitchen. A moment later, he smiles.

Brady uses a rope to lasso Apollo's right hind leg. Apollo is agitated, kicking dirt and resisting by the fence. Once the rope is around Apollo's heel, Brady ties the other end to a poll. He then grabs the saddle. Apollo starts the struggle. He is tough and powerful, but his halter and the rope holds him in place. The wooden fence shakes violently as he thrusts his body to break free. Brady puts the saddle on him and lets him lose. Apollo starts bucking immediately. Brady isn't afraid, he welcomes it by running at Apollo, getting him agitated and bucking. Brady makes all kinds of loud and aggressive noises, waving his hat and hands. Apollo bucks and runs. It's like a violent dance. Finally, Apollo seems to calm down a little. Brady starts to flap the stirrup against Apollo's body. Apollo starts to buck again. They go at this for a while until Apollo is desensitized. Brady grabs the rein and Apollo's mane. He turns Apollo while keeping one of his feet in the stirrup. When he feels comfortable, he swings around and gets on Apollo. Apollo's body freezes. Brady starts to kick and signals Apollo to move. Suddenly Apollo starts to run real fast and bucking at the same time. Brady hangs on tight. Instead of trying to calm Apollo down, Brady keeps making loud noises, kicking and getting Apollo to buck. Until finally, Apollo slows down and starts to run normally. They run around the corral until both are exhausted. Brady gets off Apollo and pets him. He backs away holding the rein, keeping his eyes on Apollo. Brady gets on one knee, lower himself to Apollo.Slowly, Apollo takes a step.Brady gently pets Apollo's nose.Apollo's eyes are a light shade of amber. Brady smiles. Music starts. Time is passing -

Music continues. Brady's truck pulls up to a secret spot in the Badlands called "Wolf Camp". Brady and Lilly walk out of the truck towards the edge of the Badlands. It's the most breathtaking view at sunset. The Badlands stretches towards the horizon. The sky is a beautiful shade of purple, orange and blue. Brady and Lilly are sitting at the edge.Brady watches the last ray of sun disappearing.Brady looks back at the horizon. The sun has disappeared over the Badlands wall.

Music continues - The sunrise. Brady walks around holding a halter, calling out for Apollo.He stops when he notices Apollo on a hill grazing. He whistles loudly. Apollo perks its head up, sees Brady, and runs down the hill towards him. He stops right in front of Brady. Brady is riding Apollo across the plains. The purplish Badlands passing them as he gallops.

Music continues - Brady trains Bill's horse - a brown Arabian colt that's never been rode before. Bill is the silver-haired cowboy who asked him for help at the bar. The young horse runs around the corral, avoiding Brady and Bill at first, slipping, falling to the ground, getting up, runs again, panting, agitated. Brady is calm. Like a fish to water, Brady seems to understand every movement of the horse, as if they are locked in some kind of telepathic dance routine. Bill is speechless when Brady manages to get on the colt bareback in no time.

Music continues - Brady and Wayne are sitting at the table, sharing a joint and looking through horse papers.Wayne takes a galp of his beer.The father and son continue to share their knowledge and love for horses.

The harvest moon is bright in the sky. The edge of the Badlands is visible in the dark. Brady walks around by himself. Music ends. End of time pass montage.

Brady rides hard, galloping across the prairie. He slows down, puling on the reins as the sun glares down above him. He rubs his brow, suddenly feeling faint. He lurches forward and vomits. He loses control, jumping from Apollo and staggering before falling collapses onto the ground.

Brady wakes up in the dim hospital room. He is lying in bed, wearing a blue gown and oxygen tubes in his nose. He leans forward, pulling them off and ripping off the blood pressure aneroid on his arm.

Brady sits opposite the DOCTOR at her desk, Wayne sitting on a chair in the corner. The doctor shows him the x-rays highlighting the severity of his injury. Wayne sits by Brady, slouched in a chair.Brady wipes his forehead. Wayne shifts in his seat.Brady looks down.Brady leans back in his chair. Dejected.

What's going on with your hand is called a partial complex seizure. It's not uncommon with head injuries like yours.

Your brain is sending these impulses so fast to your hand that your hand cant keep up. This could explain your dizziness and it's probably why you fainted.

Resting is very important Brady... Your Dad says you haven't been resting at all? Is that right?

If you don't stop your seizures are going to get worse. No more riding, no more rodeos. You cant afford another head injury on top of the one you already have. OK?

Wayne is driving. He looks over at Brady.Brady stays quiet. Wayne looks over at him again.Brady continues to keep quiet.Brady stares at the disappearing lights outside the window. His face expressionless.

Brady stands alone outside the store. The sun has set and people are climbing into their cars to head home. He spits chew into an empty soda bottle and looks up. He notices a young man riding a horse on the side of the highway towards the parking lot. JOHNNY, a young Lakota teenager, climbs from the horse and ties him to a pole. He walks passed Brady and they nod to each other in acknowledgement before Johnny goes into the store. Brady walks towards the horse. He lets the horse smell his hand and pets him. The horse seems out of place in this urban environment of traffic and concrete. Brady sighs.

Brady cleans up the food prep room. Washing blood from carving knives. He mops the floor in the dim hallway. He takes off his store uniform, changes into his cowboy outfit and puts his cowboy hat on.

A collection of Brady's rodeo belt buckles sits on the drawer. Prescription bottles, bullets, tobacco chews and a grey colored bible on the night stand. Brady watches videos of himself riding at various rodeos.

Brady is training James to ride saddle bronc on a tall training barrel that moves like a bucking horse, while Cat operates it with a lever handle. Brady is holding the rope and shows James how to keep equal pressure, how to squeeze the swells.Brady and James's hand grip the rope as the large barrel creeks back and forth.James, his face flushed and dotted with sweat, leans back, his arm in the air, rock back and forth in an imaginary ride.The younger James dotes on his every word. Acting out the action as Brady speaks. Cat lifts the lever handle, as James ricks back and forth, throwing his legs forward, blowing air from his cheeks as Brady gives instructions.

Brady climbs up onto the training barrel.Brady laughs as he arranges the rope.Cat pulls the lever as Brady finds the right length for his rope. He's satisfied and gives Cat the nod to start pushing. Brady rocks back and forth, kicking his legs out, and turning his rigid body in synchronization with the rocking of the barrel. He's serious and focused.Cat smiles as he pushes down on the lever. Its good to see Brady up there again, even if only on a practice barrel.The intensity on Brady's face lifts for a second. He's already out of breath. He leans forward.As Brady leans forward he finds he can't let go of the rope. His hand is gripping around the rope tightly and he can't control it. Trying hard not to make anything of it in front of the other boys, he struggles to peel open his fingers.Brady pulls his hand free and lowers himself to the ground.

A rodeo blares from the large TV in the corner of the room. Brady holds a yellow cowboy shirt. He's giving James his old rodeo gear since the young cowboy is just starting out.Brady hands James the shirt and sits down next to Cat.Brady smiles.They smile and watch James as he tries on the shirt.James fastens the buttons and holds out his arms.He watches James trying on his chaps and spurs. Like a superhero seeing someone else wearing his cape.James motions the action of being on a bucking horse. He's trying to seem manly, but it doesn't come off. Brady watches James for another moment. James notices his stare and quickly looks away.James looks confused. Cat smirks, although he too seems unsure if Brady is serious.Brady looks determined. James gives in.Brady and James shake hands. The boys start to circle around each other. Very soon James has a smile on his face too. They go at each other, wrestling as hard as they can. Clearly both of them have some training in the past. It looks like an even match for a while. James even seems to have an upper hand. Then, suddenly, Brady takes it seriously. He grabs onto James and puts him in a choke hold, flips him over his shoulder and pins him onto the ground. James struggles to get out of Brady's hold. His legs kicking out. But Brady holds him tight, too tight. James struggles to breathe.James is clearly in pain. But Brady doesn't let him go, keeping him in the choke hold.Cat pulls Brady away from James.Now getting some air in his lungs, James gets up quickly.Brady immediately feels guilty.James shakes his head and walks away. Cat walks into the kitchen, leaving Brady alone. Brady wipes his face, steadies his breath. He looks up at the TV - the screen shows the replay of a cowboy riding bucking horse in slow motion.

A moth rest on the florescent light. The sound of a tattoo gun buzzing. Cat is finishing up the tattoo of Lane on Brady's back.The room falls silent again. Cat looks at Brady for a moment, while wiping blood off of his fresh tattoo.Brady doesn't react. Cat starts tattooing again.Cat stops his tattoo gun and looks up at Brady.Brady's jaw is tense. He stays quiet.Cat stops, looks at Brady, waiting for him to say something else. But Brady is silent.

Brady shows Lane the tattoo. PBR bull riding national finals is broadcasting on the radio.Lane is smiling and he starts to sign with his left hand.Brady laughs.Lane sighs with a thumb up, grinning. Brady is helping Lane to change out of his t-shirt into a cowboy shirt. Lane's body is thin and frail from the lack of movement. On his back there is a large tattoo that reads "Say I wont". Brady helps him to put the shirt on one sleeve at a time, wiping drool off of his mouth. There is a large tattoo covering the whole side of Lane's body - the late legendary bull rider Lane Frost riding a bucking bull. Next to the tattoo, a gastrostomy tube is inserted into Lane's flesh. Brady bottoms up Lane's shirt. Lane looks up at him.Lane smiles.

Four PHYSIOTHERAPISTS help Lane to get on a practice saddle - a saddle strapped on a wooden platform with reins attached in the front. Lane's shaking hand reaches for the horn of the saddle. Brady quickly takes his hand and places it onto the horn and holds onto Lane's hand so it doesn't slip off. It's a difficult process, but Lane eventually sits onto the saddle. He looks up at Brady with a big grin on his face. Brady takes Lane's cowboy hat and puts it onto Lane's head.Lane starts to move his body back and forth as if he is on a galloping horse, holding the reins in each hand, while Brady holds the other two ends of the rein, standing in front of Lane. Lane has trouble keeping his head up.Lane slowly rise his head. Shaking his body faster as if he is riding fast. Brady starts laughing with Lane out of pure joy at seeing his friends spirits so high.Lane stops shaking and slowly pulling the reins back.Lane starts to shake his body again. They both start laughing.Lane makes a low sound through his damaged vocal cords.Lane struggles to keep his head up.Lane's head sinks lower.Suddenly, Brady stops smiling, a wave of sadness hits him. He looks down, takes a deep breath and looks up at Lane, whose head is still down. Brady straightens his body, his face firm.Lane struggles painfully but lifts his head up slowly, with a proud smile on his face.Brady says goodbye to Lane. They do their usual complicated hand shake. Brady helps Lane with his hand. Then he lifts Lane's arm up so they can give each other a hug. They hug for a moment.Lane gives Brady the thumb up.Brady walks away leaving Lane behind him.

Brady drives for a while in silence. Loud wind blowing outside the window. He tries to hold back but can't. Tears roll down his face. He quickly pulls over and breaks down sobbing.

Brady puts his hat on the wall. Takes off his shirt and starts cleaning the room. He notices his rodeo bag in the corner, gathering dust. He pulls his chaps and riding rope out of the bag. Holding the black and white rope tightly in his hand, stretching out in front of him as if he is riding a bronc horse. Then slowly, he stops and puts the rope down. Brady sits at the edge of the bed and cleans his pistol. He sits back in bed and draws the pistol as if he was in an old western movie, aiming the gun at himself in the closet mirror. The broken mirror distorts Brady's face, fracturing it as he rubs his throbbing brow. Lilly's paper stars dot the wall behind him like bullet holes.

Brady walks around. It's windy. He whistles and calls out for Apollo. He grows impatient. His whistle louder. But there is still no sign of Apollo in the wide open plains. Brady keeps walking. He stops when he notices something - A broken fence. The barbwire is broken and tangled. Brady quickly runs over. Blood and flesh scatter the ground. Brady finds Apollo. The barbed wire has badly cut through his joint like a hacksaw. Apollo is breathing harshly. Brady looks at the deep, bone cutting wound. His heart sinks. He tries to get Apollo to walk, but the injured horse trips and cries out loudly, neighing, panting. Brady knows what needs to be done. He sits down for a moment. Looks at Apollo for a long time.Brady takes his pistol out of the gun holder. He stands up, takes a deep breath, toughens up and points it at Apollo. Suddenly Apollo shakes his head, panicked, neighing, whining, as if he understood what Brady is about to do. The last bit of toughness in Brady is gone. He can't do it. He uncocks the pistol.

The sun has disappeared behind the Badlands. Wayne checks the bullets in the pistol and takes the rein from Brady.Brady walks away from them. Wayne points the gun at Apollo, unmoved. He has done this many times. Brady stops. He is facing away from Wayne and Apollo. He waits for a moment. The wind picks up. He whistles. BANG! A loud gun shot immediately follows, echoing out over the hills. Brady steadies his breath, staying tough. He spits and walks away. Behind him, Wayne takes his hat off as he looks down at Apollo's lifeless body.

Slow motion of Brady's hands, washing away Apollo's blood. Water dripping down his face. His eyes are blank.

Brady wakes up slowly. He gets dressed methodically for the rodeo. He puts his rodeo hat on - a grey felt hat with an eagle feather. He looks himself in the mirror. Determined.

Lilly is reading. Brady sits next to her.Brady watches Lilly for a moment.He takes his cowboy hat off and looks at the dent still left from the horse hoof.

Brady loads the saddle into his pickup. Wayne walks up.Wayne is surprised.Brady almost laughs. He turns around to face Wayne.Wayne doesn't look at Brady. His stern face now has a hint of sadness.He tries to take Brady's bronc saddle from the truck.Brady grabs the saddle to keep it in place.Wayne lets go of the saddle.He walks away.Brady watches Wayne walking back to the trailer.Wayne stops for a moment, but there's nothing to say. Brady quickly gets into the truck and drives away.

Brady's truck is seen from a distance. A tiny vehicle barreling through the endless badlands.

Brady's eyes are fixed on the road. He looks down at the passenger seat and notices something - Lilly's recorder. He picks it up and presses play. Lilly's cheerful voice rattles out of it. As always Lilly's words are unique only to her, but Brady finds comfort in hearing her voice. He cant help but smile.The recorder goes dead. Brady's smile drops and his eyes focus on the road.

Brady walks into the rodeo with his saddle and gear across his back. He is reunited with the boys. Moving passed Tanner and James, shaking hands as he goes. Everyone is happy to see him.Brady forces a smile. He takes a spot by the fence and starts to puts on his chaps and spurs. He looks over to see Cat giving him a look as he too gets ready to ride. The rodeo is in full swing. A bareback rider leaps from the gate and is immediately bucked off his horse in a cloud of dust. The crowd gasps and cheers as he hits the ground hard. Brady puts on his spurs and prepares his saddle. He keeps shaking his right hand. He sits on the saddle on the ground and puts chalk onto the grip. ANOTHER RIDER approaches him. They shake hands.Brady goes back to his saddle and immediately grabs his head, rubbing his temple. He's in pain and it shows. Brady goes behind the chute to get his horse ready. The wild bucking horse begins to go berserk in the Chute. Leaping up, trying to get free. The riders try to hold it down as it kicks and struggles against the metal bars. You have to be either brave or stupid to get on an animal like that. Brady seems determined to be both. The horse falls to the ground and Brady lowers his body down dangerously into the chute to pull the horse back to its feet. The Horse stands and smashes once again against the bars before finally calming down. Brady stops for a moment, watching another ride. He looks around and something catches his eye. Wayne and Lilly are in the audience, standing by the fence. Lilly sees Brady and waves. Brady is surprised to see them. He holds back his emotions and forces a smile. Wayne nods at Brady, acknowledging his son. Letting him know that his family have come to support him. Brady nods back, but quickly walks away, jumping from the chute and tries to focus, doing his stretches, going through his routine. The bright sun glares behind him. Brady is pacing back and forth. He is breathing hard. He looks down at his hand and realizes that, once again, it's gripping on its own, so tight, his knuckles are pale. He tries to peel open his hand but it doesn't work. He struggles to let go. Brady thinks for a moment, then he steadies his breath and slowly closes his eyes. The sound of the crowd starts to fade around Brady. He is not struggling anymore, he just stands there. Then - His hand, still trembles, but his fingers slowly open up on their own and let go. The heavy rope drops onto the ground. Brady opens his eyes. Almost surprised as he looks down at his open palm. The boys are calling out to him now. It's his turn to ride. But Brady doesn't move. Cat jumps off the chute to check on him.Brady looks at his relaxed hand and up at Cat.Brady doesn't move. They look at each other for a moment.Brady reaches his hand out. Cat looks at him thoughtfully. Then he reaches out to shake Brady's hand in a moment of quiet understanding and respect.Brady turns and walks away. Music plays - The beautiful moments of the rodeo at dusk. Young riders risking it all in the arena. Their friends cheering them on in the chute. Kids sitting on top of the fences, their dark hair blowing in the wind - the next generation of riders. Brady walks towards Wayne and Lilly, who waits for him in the distance. Wind picks up and blows the dust into the air.

Brady and Lilly sit in the back of the truck. The Badlands is a shade of purple and blue around them. The road unravelling behind is endless, stretching all the way to the horizon.

Music continues - Brady watches as Lane takes little steps with a walking machine at the rehabilitation center. Each step he makes is an achievement, each made with great effort and pain, but Lane is smiling. His spirit is unbreakable. Brady cheers Lane on as Lane walks towards him. Music continues -

Back in Lane's room, the boys watch a winning bull ride Lane made years ago. He is at the stand, pumping his fist in the air. Everyone cheers for him. Brady and Lane both smile down at the video.Lane has a big grin on his face. The video stops. Brady's smile slowly fades. He struggles with his words.He looks up at Lane.Brady looks down. It's painful to finally admit it.Lane stares at Brady. His hand shakes harshly, trying to convey his words to Brady. Brady spells out the words reading Lane's hand gesture.He looks at Lane, who nods firmly at him. He continues to sign with his shaking left hand. Brady reads.Lane nods again. Satisfied to have communicated it to Brady. Brady looks down, holding back his emotions. He gets up and stands in front of Lane.He takes Lane's hands and Lane looks up at him.Lane pulls on Brady's hand as if he were on a horse, and brady's hands are the rein.Lane pulls Brady's hands towards him.Lane has trouble keeping his head up. But he is smiling.Lane is imagining riding Gus as Brady describes it. His face, full of life and hope. Lane begins to remember -

The plains and the Badlands - drifting through towards the light on the horizon.A horse's hooves gliding through the tall grass.

Brady's face, watching Lane. He looks calm and content.Lane lifts his head up with a smile on his face. He closes his eyes.

POV from the rider - the head of the horse as it moves through the plains. The horse's mane blowing in the wind. The rider is Brady. Brady is riding Gus again, in a luminous glow of sunlight. The wind is blowing. Gus gallops across the plains. His powerful hooves flying through the grass. Brady's face against the sky, content. Exactly where he wants to be.

Christopher Nolan Transferred to PDF from: "Dunkirk - The Complete Screenplay with Selected Storyboards" Published July 2017 by Faber & Faber Ltd. (UK) FOR EDUCATIONAL PURPOSES ONLY Black screen. Water slaps hollow metal, metal knocks creaking wood... Super title: FADE IN: Paper. Falling like snow. Six young, filthy Tommy's raise their heads along a deserted street, checking rubbish bins, windows... One crouches to check a coiled garden hose. He tries the tap - nothing... Title 1: THE ENEMY HAVE DRIVENTHEY AWAIT THEIR FATE He wads the leaflets up, crouches, drops his trousers... The Tommy with the hose carefully lifts each side... Title 3:TOMMYFRENCH SOLDIER Allez, Anglais. Tommy's mouth opens at the man's bitterness. FRENCH SOLDIER (contempt) Bon voyage. He shoves Tommy down the street behind their protection. Gunfire behind. Tommy takes off again, hurtling down the dark street, heading towards the blazing light of -

One Tommy plucks paper from the air... Propaganda leaflets showing their position... "YOU ARE SURROUNDED"....

He gets a tiny dribble of water which he licks from the nozzle -

BLAM BLAM BLAM! Tommy jolts, grabs his trousers. All six race away from us, towards a fence twenty yards away. One by one, five are shot down. The survivor climbs the fence. Gunfire bursts through the fence, ten feet away -

Tommy tries to reload his rifle - fingers struggling with the magazine, training forgotten. Gunfire splinters the fence, five feet away -

Tommy thrusts his index finger into the breech of his rifle again and again, scraping skin. A round jumps into the chamber -

Tommy spins around, fires blind until empty, scrambles out the back. He races down narrow Dunkirk streets. Breathing. Kit jangling... Building after building... He rounds a corner -

BLAM! Bullets hit dirt and bricks near him. The street ahead is barricaded, manned by French troops.

He scrambles over their sandbag barricade, taking in their dirty frightened faces as he passes...

The longest, widest beach he's ever seen, sunlight dazzling off the water, endless dark fences snaking across the sand and out into the water. Tommy squints - not fences, lines of men, hundreds of thousands of men... Tommy looks around, clutching his stomach. He clambers over a dune, feverishly undoing his belt, dropping trousers and squatting before he realizes - He's not alone - Another soldier, British army shirt undone, sweating with the labour of burying a body. This is Gibson. The other man notices Tommy, but barely pauses. Tommy finishes, pulls ups his trousers and moves towards him. Tommy helps stoop to tie over the body. Tommy notices the corpe's stockinged feet, then watches Gibson stoop to tie his boots... Gibson looks up at him. Tommy shrugs, gestures for Gibson's water can. Gibson hands it over and Tommy takes a swig, carefully catching drops in his hand, then licking them off his palm. Tommy leaves Gibson buttoning his shirt and heads back onto the beach. There are destroyers out on the water, too far to reach. Tommy wanders down to join one of the long, snaking lines which extends into the sea, soldiers up to their chests in water, waiting patiently for ships which do not move. The man at the back turns to Tommy, unwelcoming. Points at his own insignia. MAN Grenadiers, mate. Tommy moves off. Looks around at other impossibly long lines, at the unattainable ships. Futile. A line of stretcher-bearers comes past, carrying wounded men along the beach towards the harbour... Looking where they're headed, Tommy sees a long, narrow breakwater extending out into the sea, packed with soldiers. A hospital ship at the end of it. This breakwater extends a kilometer into the sea. It is called the Mole. Super title:Tommy becomes aware of the sound of distant aircraft. Soldiers peer up into the sky... MALE VOICE (O.S.)MALE VOICE CUT TO:

Tommy spots the distinctive kinked wings of the notorious Stuka dive bomber, its nightmarish howl rising as it picks up speed, diving at the beach...

The lines of men instantly vanish - soldiers scattering back to the dunes, burrowing into the sand... The first bombs lift sand into the air.

The stretcher-bearers put down their loads, lying across them, protecting them as the area is hammered...

The first Stuka pulls out of its dive, revealing two more Stukas diving. There are nine more about to follow...

Tommy sees a soldier lying on his back, rifle aimed at the sky, firing defiantly, desperately at the attacking plane... The ground around him lifts into the air with the second wave of bombs.

Tommy buries his face in the sand as the bombs blast and blast and blast -

The explosions stop. Tommy lifts his head. BOOM! Another wave of bombs explodes in series up the beach. Then, finally, quiet. Tommy rises...

The stretcher-bearers, back on their feet, lift their burdens (four bearers per stretcher, one at each corner).

Soldiers on the beach watch in despair as one of the destroyers is slipping below the water, smoke billowing.

A lanky youth runs down to the masts of the crowded harbour. He races along the wooden dock, jumping over the ropes as he rushes to a large yacht, the Moonstone. Super title:The youth, George (seventeen), leaps from the dock into the well. Two naval officers emerge from the cabin, pushing past. George watches them go, confused... Mr. Dawson (fifties, civilian dress) hands George a stack of china plates and ducks back inside. A second young man, Peter (nineteen), emerges, carrying boxes. PETER Navy's requisitioned her - there's some men across the Channel, at Dunkirk, need taking off. (points at dock) They told us to strip her and load those life jackets. George looks along at the dock. At a pile of hundreds of life jackets. George looks at Peter. Surprised.PETER Navy'll be back in an hour. My dad wants to be ready before then... CUT TO:

Moving through billowy peaks, three sleek, beautiful Spitfires streak into frame. Elegant. In confident formation. Super title:

The pilot, Farrier, has a light touch on the controls. He checks his left and right, scanning the skies. VOICE ON RADIO Check fuel, Fortis 1 and 2. Farrier reaches forward to his fuel gauge, pushes the button beside it - the needle shoots up to three-quarters full. FARRIER Seventy gallons.

The pilot, Collins, checks his fuel gauge - COLLINS Sixty-eight gallons, Fortis Leader. FORTIS LEADER (over radio) Stay down at five hundred feet to leave fuel for forty minutes fighting time over Dunkirk. COLLINS Understood. Vector 128, angels point five.

Farrier checks his chart. FORTIS LEADER Keep an eye on that gauge, even when it gets lively - save enough to get back. With a glance at his fuel gauge, Farrier pulls on the stick.

Tommy looks down at several patients on stretchers left behind bearers dead or disappeared... One of them groans. Still alive. Tommy looks around. Gibson is there. They grab the stretcher and hustle down the beach towards the mole...

A Warrant Officer tries to keep order as men line up to start the shuffle out along the eight-foot wide concrete mole. The line of stretcher-bearers approaches... From the base all you can see is the backs of helmeted heads queuing out onto the narrow breakwater. The Warrant Officer sees the stretchers, waves them past - WARRANT OFFICER Along the mole. All the way, she's leaving - A ship's whistle -

Tommy and Gibson hear the ship's whistle. They start running with the stretcher, heading for the base of the mole...

The Warrant Officer addresses a group of French soldiers. WARRANT OFFICERWARRANT OFFICER That's two minutes - you've missed it. He turns back to arguing with the French... Tommy pushes forward with the stretcher. Soldiers try to let him through on the narrow mole - The Warrant Officer, seeing Tommy, just shakes his head.

Tommy and Gibson arrive, panting. The Warrant Officer looks up at them. The ship's whistle - the Warrant Officer points up -

Stretchers are loaded up the gangplank onto the deck of the ship, supervised by a Petty Officer. He checks his watch, then looks along the mole at the remaining stretchers...

Tommy weaves along the mole, squeezing past the mass of troops jamming the breakwater... Tommy leans out over the edge where the rail is missing, a twenty-foot drop to the churning water... Gibson follows, echoing Tommy's route and footing.

The last of the line of stretchers is carefully, awkwardly raised up from the mole onto the deck of the ship. The Petty Officer speaks urgently to the last stretcher-bearer.The Stretcher-Bearer nods, too breathless to speak, then follows his colleagues back down off the ship. An explosion hits the water nearby - Everyone hits the deck as shells impacts the water.

Tommy is pulled up short as Gibson stumbles - An ME 109 strafes the length of the mole with gunfire - soldiers hit the deck, several are hit... Gibson struggles up. CUT TO:

Peter and George rush things off the boat, then start loading the orange life-preservers. Mr. Dawson looks up from his charts to see naval officers and crew coming along the harbour, assigning crew members to boats... Peter follows his gaze -

The pile of life vests on the dock shrinks... Mr. Dawson watches the naval men coming closer - CUT TO:

Farrier lightly brushes his fingers over the dashboard. COLLINS (over radio) Dunkirk's so far, why can't they load at Calais? Farrier looks over at his wing mate, Collins (Fortis 2). FORTIS LEADER (over radio) The enemy had something to say about it.

Collins scans the skies above... COLLINS Down here we're sitting ducks. FORTIS LEADER (over radio) Keep 'em peeled. They'll come out of the sun.

The Petty Officer barks orders at the crew - PETTY OFFICER Man the bow line! Ready on the stern! Troops stuck down on the mole below look resentfully at the ship preparing to depart. One Soldier calls up - SOLDIER Any more room? The Petty Officer glares down at him.

Tommy breaks through a tight crowd of soldiers and stops. In front of him is a jagged chasm. One narrow plank laid across it. The drop is fifteen feet to rocks and concrete below. The ship's whistle sounds. Tommy stares - SOLDIER Take a run at it! Tommy glances at the Soldier who spoke. Looks back at Gibson. TOMMY One, two, three! Tommy bolts across, pure concentration, the plank bowing and bouncing as he crosses the middle, Gibson following. Tommy's foot slips, he almost goes over, rights himself - Helpful arms grab them as they hit the other side, a couple of cheers from the crowd. Tommy ploughs on -

Tommy passes the stretcher-bearers coming back down the mole. One of them moves to help but Tommy shakes his head, pushing past. The Petty Officer gestures at his men to pull the gangplanks - PETTY OFFICERTOMMY Oi! A gangplank is shoved back down. They struggle up it with the stretcher. When they make it to the deck they practically drop their burden, gasping for breath. Orderlies takes the stretcher below. Tommy and Gibson look around for a place to perch, catching their breaths... CUT TO:

Mr. Dawson sees the Naval Officers stepping onto their dock - MR. DAWSON Ready on the stern line. George hops onto the dock, unties the stern line. Stops. Looks at the approaching Officers. Then back to Mr. Dawson - GEORGE Aren't you waiting for the navy? Mr. Dawson starts the engine. Peter jumps down onto the boat with the bow rope... MR. DAWSON They've asked for the Moonstone, they'll have her. With her captain. PETER And his son. The boat moves off. Peter looks to catch the line from George. PETER Thanks for the help, George. Who, instead, jumps onto the stern, to Peter's surprise. PETER You know where we're going? GEORGE France. MR. DAWSON Into war, George. GEORGE I'll be useful, sir. Mr. Dawson looks at George. Pushes the throttle forward and they motor out of the harbour into the English Channel... CUT TO:

Farrier spots the ME 109 coming out of the sun - FARRIER Bandit - eight o'clock. FORTIS LEADER (over radio) Break.

The three Spitfires dart away from each other. The German plane takes the left one (Collins), hurtling down -

Farrier banks around, lining up on Collins' pursuer. FARRIER And I'm on him - CUT TO:

Tommy and Gibson shuffle around the deck, looking for a spot to settle... The Able Seaman manning the gangplank calls over - ABLE SEAMAN You two, get a shift on! Tommy reluctantly follows Gibson onto the plank.

As he shuffles down the gangplank he looks over at the thousands queuing on the mole... A Second Lieutenant on the mole waves Tommy along - SECOND LIEUTENANT Off you two! Back up the line! As Tommy steps off the plank he hears a noise: Gibson, finger to his lips, 'shush', is crouched in the crisscross structure below the mole where he can't be seen by the officers on top. He beckons Tommy to join him... PETTY OFFICER That last barrage damaged the rudder! The Second Lieutenant turns to the Petty Officer. Tommy slips down beside Gibson - SECOND LIEUTENANT Tie up again while we try to fix it. They settle in on the beams just above the water line... CUT TO:

Mr. Dawson comes to the back of the well, fits the tiller, to steer from outside, Peter at his side. George, on the bow, looks across at several naval vessels on the same course. Suddenly he spots a bomber overhead - GEORGE Mr. Dawson! Mr. Dawson's eyes don't leave his course - MR. DAWSON One of ours, George. George looks up at the plane. A Blenheim passes over. Looking down to his left - a fishing trawler bobbing along. Further back down the convoy he sees a Thames paddle steamer. A destroyer approaches from the opposite direction. As George peers, he starts to make out shapes of men on the decks. The destroyer passes close enough that George can see the boat is packed with soldiers. Weary, bedraggled, dispirited soldiers. George stares at the haunted faces. As the Moonstone rides over the wake of the destroyer, an ominous boom reverberates in the distance. Too sudden for thunder, the boom multiplies into a distant barrage... Mr. Dawson comes forward, drawn by the sound. He stares at the horizon - distant black smoke precisely where they're headed. More booms. Mr. Dawson looks at George. Who is scared. He puts his hand on his shoulder. Nods reassuringly. CUT TO:

Farrier concentrates, trying to angle his plane at the tail of the ME 109 ahead... but the German plane keeps pulling out of his sights, turning right, pulling g's, rolling... FARRIER On my mark - draw him left, Fortis 2... Three, two, one, mark -

Collins pulls hard left, rolling up and left as tracer fire streaks past.

Farrier watches the ME 109 cut left to follow Collins. He pushes the button on his stick to strafe the plane with his cannons... Smoke starts trailing from the German plane.

Farrier watches the ME 109 smash into the water, breaking up in a fiery mess -Tracer fire smashes into Farrier's plane, sparking inside and out. Farrier banks hard right as a second 109 streaks away. He straightens up.Nothing.Nothing. Farrier looks around, spots a Spitfire - FARRIER Fortis 2, I have you to port - no eyes on Fortis Leader. Over. COLLINS (over radio) Understood, Fortis 1. Orbit for a look... Farrier looks all around as he pulls right on the stick... CUT TO:

Eerie quiet. Tommy and Gibson sit in the structure, unseen, listening... Commander Bolton checks his progress on board the hospital ship. COMMANDER BOLTON How long, Lieutenant? LIEUTENANT We need to run a new cable, sir. They're scrambling. Commander Bolton turns to Colonel Winnant, the army representative. COMMANDER BOLTON Colonel, you're going to have to decide how many more wounded to evacuate... one stretcher takes the space of seven standing men. Colonel Winnant takes this in. Tommy crouches lower as he sees a launch approach... A high-ranking officer is helped up the ladder onto the mole. COMMANDER BOLTON (salutes) Rear Admiral.Colonel Winnant gestures towards the smoke-shrouded town - COLONEL WINNANT Shrinking ever day. But between our rearguard and the French... we're holding the line. And the enemy tanks I've stopped. COMMANDER BOLTON Why? COLONEL WINNANT Waste precious tanks, when you can pick us off from the air, like fish in a barrel? COMMANDER BOLTON How long does London expect the army to hold out before we make terms? The Rear Admiral looks sharply at the idea. REAR ADMIRAL Make terms? They're not stopping here. We need to get our army back. The Rear Admiral points across the dark water... REAR ADMIRAL Britain's next. Then the world. Commander Bolton puts his field glasses to his face. COMMANDER BOLTON Christ, you can almost see it from here... COLONEL WINNANT What? COMMANDER BOLTON Home. (turns to town) What about the French? REAR ADMIRAL Publicly, Churchill's told them bras dessous. (off look) Arm in arm. Leaving together. COLONEL WINNANT And privately? REAR ADMIRAL We need our army back. COLONEL WINNANT How many men are they talking about? REAR ADMIRAL Churchill wants thirty thousand. Ramsay's hoping we can give him forty-five. Commander Bolton looks out at the mass of humanity. COMMANDER BOLTON There are four hundred thousand men on this beach, sir. Down below, Tommy takes this in. Every man for himself. REAR ADMIRAL We'll just have to do our best. Bolton straightens up. COMMANDER BOLTON Right, this mole stays open at all costs. Bolton points at the funnel and masts of sunken ships. COMMANDER BOLTON We're in range of artillery from the west - anything else sinks out here, the mole's blocked and we're stuffed. REAR ADMIRAL Can't we load from the beaches? COLONEL WINNANT Better than standing out here when the dive bombers come. COMMANDER BOLTON Impossible. The Rear Admiral looks at the lines of men on the beaches. REAR ADMIRAL Too shallow. COMMANDER BOLTON Anything drafting more than three feet can't get near. We don't have enough small boats to ferry men out to the destroyers. The Rear Admiral nods. REAR ADMIRAL The mole it is, gentlemen. CUT TO:

Mr. Dawson is on the bow, peering ahead. The distant smoke is closer, small shapes in the sky move above distant ships, accompanied by thunderous booms... Much nearer: a shape. A wreck. Upside down. Mr. Dawson moves quickly down the yacht to the well and takes the helm, throttling back. He gestures for Peter to head to the bow. The Moonstone approaches the wreck. Bodies surround the overturned hull. Crouched on the hull - a soldier. Mr. Dawson reverses the screw, slowing to a crawl. Peter stares out at the Shivering Soldier. PETER Can you swim? The Shivering Soldier stares back at Peter. Peter looks back at Mr. Dawson. PETER Can you get closer? Mr. Dawson looks down the side of the boat, considers. MR. DAWSON Can't risk it! Mr. Dawson turns to George. MR. DAWSON Take Peter a line. George grabs a coiled rope and heads up to the bow. Peter takes the rope from George - PETER I'll throw you a line! The Shivering Soldier looks up at him, blank. Peter tosses the line. It hits the water several feet in front of the soldier who stares at it. Peter gathers the line, then tosses it again. The Shivering Soldier springs for it, grabbing it and hanging on as Peter and George reel him in, pulling him around to the stern ladder. He is too exhausted to make it up the ladder, so they grab his shirt, pulling him into the well. George grabs a blanket and puts it around the Soldier's shoulders. Mr. Dawson glances at the Soldier, then reverses from the wreck the way they came in, and steers wide around the visible portion of the wreck. Once the water ahead is open, Mr. Dawson speeds up, heading again for the dark smoke of Dunkirk. CUT TO:

Farrier spots something - FARRIER Wreckage below. He heads low over the wreckage. COLLINS (over radio) More of the 109? Farrier banks, looking down, spots a half submerged tail - clearly RAF. FARRIER No, it's Fortis Leader, over. COLLINS Do you think he got out? FARRIER Didn't see a 'chute. Farrier straightens up. Considers. FARRIER Record his position, then set heading 128, height... one thousand, over. COLLINS Vector 128, angels 1. Understood. Farrier reaches forward, pushes the button by his fuel gauge... Nothing. The glass is cracked. He taps it with his glove. Nothing. FARRIER Fortis 2, what's your fuel?

Farrier takes this down with a grease pencil... FARRIER Keep letting me know - my gauge took a knock back there, over. COLLINS Should you turn back? Farrier methodically checks his other gauge and switches... checks the responsiveness of rudder, ailerons... FARRIER I'm confident it's just the gauge. Farrier glances at his pencil mark, sets the bezel on his watch. He taps his gauge one more time. Nothing. CUT TO:

Bolton watches the Rear Admiral motor away in his launch, the engine noise fading to be replaced by - A familiar, dreaded sound, building. Stukas. The men on the mole look up at the sky. From high above we see how trapped and exposed this line of men stretching a kilometer into the sea really is. Restless, the soldiers look behind and in front. There's simply nowhere to go. The awful whine builds. Then changes pitch as the bombers go into their dive. BOOM BOOM BOOM BOOM BOOM! The bombs impact the sea either side of the mole. Soldiers crouch as low as they can - The onslaught is endless, terrible and inescapable. BOOM! A direct hit to the hospital ship - The Stukas have gone. Screams and shouts - people start jumping over the side of the hospital ship onto the mole... VOICES She's going down! SHE'S GOING UNDER! Commander Bolton shouts at the men manning the lines COMMANDER BOLTONSUB-LIEUTENANT What about the wounded? COMMANDER BOLTON Cut her loose, and push her off! We can't let her sink at the mole! The men cast her off and push her off. Crew members and orderlies leap from the deck into the water - The bow is blazing, sinking ship drifts away from the mole. Tommy and Gibson pull soldiers up onto the beams of the mole. As the bow comes around, the stern scrapes along the wooden pilings, splintering them in its path - A flailing soldier is in its path, trying to swim free - The steel hull is about to crush him - Tommy grabs him by the shoulders and yanks with all his might, pulling him clear just as the hull grinds against the wood. Tommy looks down on the breathless, wet soldier. The wet soldier focuses on Tommy. This is Alex. He nods thanks. Tommy nods back. Commander Bolton watches the ship slip down into the waves. CUT TO:

Mr. Dawson is back at the helm. The Shivering Soldier sits in the well, blanket over his shoulders. Staring at the deck. George watches him, then leans forward. GEORGE Come below - it's out of the wind. The Shivering Soldier glances at the companionway. Shakes his head. GEORGE Really - it's warmer. George reaches out for the Shivering Soldier's arm - who smacks it away - MR. DAWSON Leave him, George. George looks up at the Commander. MR. DAWSON He feels safer on deck. You would too if you'd been bombed - SHIVERING SOLDIER U-boat. It was a U-boat. PETER Get him some tea, George. George darts downstairs. Useful. CUT TO:

The two Spitfires head towards the massive black smoke hanging over the distant port of Dunkirk. There are many different ships and boats of all sizes in the water in front of them...

Collins pushes the button to check the fuel gauge - COLLINS Forty gallons, Fortis 1, over -

Farrier instinctively looks at his gauge. Nothing. FARRIER Forty gallows, understood. Farrier pulls out a grease pencil and notes fuel and time. FARRIER We're about five minutes out - climb to two thousand. COLLINS (over radio) That's more fuel. FARRIER I don't want to get jumped again. Get some altitude, dive down on the bastards. Over. COLLINS (over radio) Understood. Angels two, over. Farrier pulls back on the stick -

Commander Bolton looks over at the wet soldiers clinging to the understructure of the mole. COMMANDER BOLTON (O.S.) Right, Highlanders. Let's find you another ship. The wet soldiers pull themselves to their feet... Tommy, watched by Alex, slips into the water, then pulls himself out, dripping. Gibson follows suit. Alex laugh at them... then helps them push into the group. They follow the wet soldiers up onto the mole, where Bolton's men shepherd them onto a launch.

Tommy and Gibson make themselves inconspicuous among the Highlanders, eyes down. As the launch pulls away from the mole, Tommy glances back at the men lining the breakwater. The launch motors out of the harbour. It approaches a destroyer, its sheer iron side towering above the launch, as it bobs up and down alongside. Cargo nets are dropped over the side, and the men start to step up onto the rail of the bobbing ship, waiting for the rhythmic movement towards the iron wall, grabbing at the rope mesh, struggling to pull themselves up. Tommy steps up to the railing, next to an exhausted soldier who can barely lift himself up. Tommy grabs his shoulder to steady on the rail as the launch bounces off the iron wall of the destroyer. They both grab at the net, Tommy climbing up - The exhausted soldier has not got his feet into the netting, he slips over... The gap between the launch and the destroyer shrinks to nothing - The soldier's legs are crushed between the two oblivious crafts. He screams - hands pull him up as the craft separate...

The men collapse onto the deck in exhausted piles. Sailors and Nurses urge them to move below decks. SAILOR Down below. Come on, mate - Tommy follows Alex and his mates to a doorway at the head of the stairs down below. A Nurse is standing there. NURSE Come on, boys. There's a nice cup of tea for you down there. This way, come on.

Tommy starts down the stairs. Gibson has stopped at the top, looking down into the stairwell. NURSE Come on, down you go - Gibson, shaking his head, steps back. Alex sees this - turns to follow Tommy into the crowd in the hold. They are handed a cup of tea and a hunk of bread.

Out on deck, Gibson sits by the companionway in the gathering dark as the ship gets under way...

Down below, Tommy and Alex eat and drink hungrily and gratefully. Between bites, Alex gestures to the stairs. ALEX What's wrong with your friend? Tommy watches the door to the hold close. Takes another bite. Uneasy. Looks around the hold, packed like the tube at rush hour. TOMMY Looking for a quick way out. In case we go down. Tommy and Alex edge through the crowd towards the stairs... CUT TO:

George hands the Shivering Soldier a steaming mug of tea. The BOOMS start reverberating again. The Shivering Soldier glances up. Realizes something... SHIVERING SOLDIER Where are we going?SHIVERING SOLDIER No, we're going to England! MR. DAWSON We have to go to Dunkirk first. SHIVERING SOLDIERSHIVERING SOLDIER Look at it! We go there we'll die! Mr. Dawson looks at the Shivering Soldier. Calm. MR. DAWSON I see your point, son. Take your tea below and warm up while we plot a course. The Shivering Soldier considers this. Then takes his blanket and heads down the companionway. Peter helps him down below.

Peter watches from the companionway. The Shivering Soldier throws his arm out of the dark cloud on the horizon -

Rolls Royce Merlin engines. Sweetest sound you could hear out here.

Men my age dictate this war. Why are we allowed to send our children to fight it?

There won't be any home if we allow thus slaughter across the Channel. There's no hiding from this.

ME 109, from the South. Peter, take the wheel, listen for my instructions.

Peter opens the door to the forepeak and sits the Shivering Soldier down on a narrow bunk. PETER I'll get you some more tea. Peter shuts the door. Looks at the bolt. Considering.

George looks up at the Commander. Addresses him with the tone of a child trying to speak like a grown-up... GEORGE Is he a coward? Mr. Dawson looks sharply at George. MR. DAWSON He's shell-shocked, George. He's not himself. He may never be himself again.

Peter hands the Shivering Soldier a cup of tea. The Shivering Soldier accepts it wordlessly. Staring in front of him. Peter closes the forepeak door. Pauses. Peter gently slides the bolt. CUT TO:

Farrier looks down at the mass of ships and boats passing each other. There is the minesweeper, Castor, every inch of her deck covered with troops - COLLINS (over radio) Heinkel, eleven o'clock, lining up to drop her load on that minesweeper - Farrier's head snaps around - spots the German bomber -

Collins peers down, scanning around the Heinkel bomber for its fighter escort... Spots - COLLINS 109s - off her starboard - FARRIER (over radio) I'm on the bomber. Collins pushes forward into a dive...

Spitfire 2 dives at the German fighters, cannons blasting... Spitfire 1 dives at the German bomber, cannons blasting...

Farrier has the Heinkel in his sights, bucking and weaving as his Spitfire slices down through turbulent air... He pushes the button on the stick which controls his guns... He rolls away from the Heinkel as he dives beneath it, taking his finger off the trigger, fighting the g's with his neck as he pulls out of the dive...

Collins fires at one of the 109s until he sees smoke trailing. He dives between the German planes...

Farrier scans his surroundings as he tries to orient himself relative to the Heinkel... Finding it, he pulls the stick, lining up for another run at it, this time from below... The bomber is in his sights - he fires his guns... He flashes past, dangerously close to its top turret which hurls tracer bullets at him. He sees sparking on the hull of the bomber -

Coming around, starting to climb, Collins sees the Heinkel veer off course, heading from the minesweeper - COLLINS She's turning - you must've damaged her. FARRIER (over radio) Where's the escort? COLLINS I got one of - BLAM BLAM BLAM!! Cannon fire rips into Spitfire 2. Collins yanks the stick but it's too late. Flames leap from the fuselage... COLLINS I'm going down. FARRIER (over radio) I'm on him - bail out. Collins checks his parachute, opens the canopy. The wind howls inside the cockpit. He survey's the water below - slides his canopy shut again. COLLINS The swell looks good, I'm ditching. CUT TO:

The munching and slurping of starving soldiers. The engines kick into gear as the destroyer starts to move - A cheer goes up around the hundreds of men in the hold...

Up on deck, Gibson watches several row boats heading towards them. Hearing the engines, they start shouting - MALE VOICES Wait! Wait for us! Gibson spots white water on the black sea - a wake -An explosion lifts water at the side of the ship -

The cheering stops, Boooooms shudder the suddenly fragile iron walls of the hold, massive percussions of wobbling metal sheets.

A vast plume of fire explodes up and out of the funnel. The deck blasts apart -

Men scream as the iron plates of the walls buckle. A glimpse of water blasting in - The lights go out. Complete darkness... Sound of men screaming barely audible over the sound of blasting water and bending metal -

The ship lists, rapidly sinking. The row boats pull away, hard. Gibson prepares to jump - glances back at the closed door to the hold - jumps back, opens the door -

Blackness. The dim light of the open door becomes a beacon. Tommy spots Gibson waiving - Tommy and Alex claw their way up the steps as the entire ship goes under -

Tommy and Alex burst free of the door as it sinks beneath the waves and - They pull away from the disappearing ship with the strength born of absolute desperation... CUT TO:

George hears planes behind them. He looks up - Three Spitfires in confident formation sweep overhead... Mr. Dawson keeps his eyes on the black smoke ahead of them.George smiles. Then looks quizzical -

Peter is folding a chart. A clicking sound catches attention - the handle of the forepeak door is being rattled from the other side. Peter freezes, uncertain what to do... BANG - the rattles become bangs - SHIVERING SOLDIER (O.S.) Hello?! Anyone there?! Peter puts the chart down, takes a step towards the door - BANG! SHIVERING SOLDIER (O.S.)

Peter pokes his head out. Mr. Dawson looks at him, quizzical- PETER He wants to come out - The banging and shouting of the Shivering Soldier continues. MR. DAWSON What did you do? Lock him in? Peter is at a loss. MR. DAWSON Let him out, for God's sake!

Peter comes down the companionway, reluctantly approaching the banging, rattling door... The banging stops... Peter reaches up to the bolt, braces, gently slides it back... Opens the door. The forepeak is empty... Peter rushes in, spots the open forward hatch...

Mr. Dawson leans down to try and see in the cabin -Mr. Dawson turns calmly to the Shivering Soldier.CUT TO:

Job? This is pleasure yacht! You're weekend sailors, not the blood navy! A man your age -

Collins glances out at his burning wing. Checks his altimeter, checks his canopy is locked in the half-open position- Lower...

Collins checks his belts are tight, checks the release pin on his harness -Checks his Mae West, puffing into the inflating tube - Lower...

Collins checks wind direction, checks wave direction on the surface of the water - Lower... Turns, lining up along the waves as he descends... Lower... The water rushes by blindingly fast...

Farrier watches Spitfire 2 carve gracefully across the water, before coming to a stop, floating. Farrier spots a civilian yacht heading for Collins... He sees Collins' hand stick out of the canopy, waving... He tips his wings at Collins, turns away, looks ahead, chasing the 109 towards Dunkirk... CUT TO:

Tommy and Alex, life jackets on, swim on the swell, bodies and burning wreckage all around, fuel burning on the surface of the water. Tommy and Alex pull for an overloaded row boat. Tommy grabs the side, tries to climb. He's pushed off by the men inside - MALE VOICE Piss off - it's too crowded! Alex is grabbing at the rail as well - ALEX You can't leave us! Make some room - SOLDIER (O.S.) You men, leave off. You'll capsize the boat - it's gone over twice on the way out here... Tommy looks at the Soldier. It is the Shivering Soldier, not yet shivering, in full control of his faculties. SOLDIER You have to stay calm. There are plenty of boats. ALEX Calm?! Wait till you get torpedoed, then tell us to be calm! SOLDIER You have life jackets? MALE VOICE Yeah, they do. SOLDIER Don't panic, the water's not too rough, or too cold. We're heading back to the beach - MALE VOICE Fuck off! Let's go to Dover! Several voices join in. SOLDIER We can't make it across the Channel on this, lads. We need to get back to the beach and wait for another ride. SOLDIER (gestures) It's not even half a mile. You men in the water float here, save your strength, we'll come back for you. The men start rowing. Gibson is in the back. Alex spots him. Gibson quietly drops the rear painter (a small rope attached to the stern) into the black water. Alex takes it, hands part of it to Tommy and they quietly drag behind the boat as it rows in to the shore... The men in the rear notice, but nobody says anything... As the dawn breaks, the small, packed boat pulls across the calm water to the vast, packed beach at Dunkirk. CUT TO:

The Shivering Soldier steps up to Mr. Dawson - SHIVERING SOLDIER What is it you think you can do out there?! On this thing?! MR. DAWSON Not just us. The call went out - we won't be the only ones to answer. SHIVERING SOLDIER MR. DAWSON Did you have a gun? SHIVERING SOLDIER Course. A rifle - 303. MR. DAWSON Did it help you against the dive bombers? Or the U-boats? The Shivering Soldier glares at Mr. Dawson. SHIVERING SOLDIER You're an old fool. And you're going to die if you don't turn around. The booms echo. Closer now.The Shivering Soldier steps towards Mr. Dawson, screaming at the top of his lungs -Peter, hearing this, makes his way back from the bow. The Shivering Soldier grabs the wheel. George grabs his shoulder - The Shivering Soldier smashes his elbow into George's face, sending him flying backwards down the companionway - Peter pulls the Shivering Soldier away from the wheel.The Shivering Soldier looks at him, shocked. Confused. Peter calls down the companionway -Nothing?Nothing. The Shivering Soldier watches as Peter climbs down to find -

George, sprawled out at the foot of the steps, on his back, quietly groaning, bleeding from the back of the head. Peter grabs a life jacket and outs it behind George's head.George blinks at Peter. Frightened. CUT TO:

Farrier chases the 109, gradually closing... Up ahead, a convoy of ships is gathered around the entrance to the harbour... Farrier passes over a fishing trawler with a blue cabin, covered with soldiers, strangely low in the water, water washing across its decks... He looks up ahead to the 109, just coming into range... He spots German planes in the distance, heading towards him - he sights the 109... Fires a short burst... Nothing... He remembers his fuel gauge... Pointlessly pushes the button next to the cracked gauge. No response. Farrier checks his position on his chart. Checks the last fuel reading he grease-penciled... knows he should turn around - Farrier sights the 109, banking slightly to bring it across his sights... Farrier fires - the 109 starts smoking, dropping - Farrier spins around - turning away from the approaching planes. Heading for Dover... for home. As he passes over the sinking blue trawler, he sees men jumping into the water, swimming for a destroyer nearby... In his rear-view mirror: the enemy planes approaching... Farrier looks at his cracked fuel gauge... Thinking... CUT TO:

The surf has picked up since yesterday... Tommy, Gibson, Alex lie on the beach, sleeping as the light comes up on a stormy day. In the distance, towards the dark smoke of Dunkirk, the lines of men extend into the sea. Nearby, small groups of soldiers attempt to climb onto small vessels. Row boats are being swamped and overturned in the surf, overcrowded boats are grounded on the sand - MALE VOICE Right. Three of you out, or the rest's stuck. Soldiers give up their places. Some head back out of the surf. Some wade out past the break...

Colonel Winnant walks the beach, surveying. He approaches a group of Engineers driving trucks onto the sand, taking the air out of their tires, laying duckboards on top... ENGINEER (brightly) A pier. When the water comes back in. Tide's turning, now. Colonel Winnant looks out at the churning water. COLONEL WINNANT How can you tell? ENGINEER (quietly) The bodies come back. Colonel Winnant looks out at the water - men in line, chest deep, gently push floating bodies aside as they wash in.

Tommy bangs a tin of vegetables on a rock. It springs a leak and he sucks the juice. Gibson holds out his hand. Tommy keeps sucking for a beat or two, then hands it over. Tommy watches Vanquisher loading troops from the vast crowd lining the mole. Despairing. Alex opens his eyes and sits up. Spots some Highlanders walking past, away from Dunkirk in loose formation... ALEX Hey! Highlanders! Tommy watches as Alex gets to his feet, heading over to his regimental comrades. ALEX What's that way? HIGHLANDER 1 (points) A boat. Alex follows his gesture to a fishing trawler with a blue cabin, listing in the shallows a mile up the beach. ALEX She's grounded. HIGHLANDER 2 Not when the tide comes in, she isn't. Tommy and Gibson are already on their feet. Alex nods at them as they follow the highlanders down the beach towards the grounded trawler... CUT TO:

Peter goes down below to check on George. He checks the bleeding on the life jacket behind George's head. PETER What'd you want to come along for, George? GEORGE Sea cadet? You and Mr. Dawson? Best thing I ever done. Only thing I ever done. I told my dad I never done nothing at school. I told my dad I'd do something one day. Maybe get in the local paper. PETER The Herald? Why? GEORGE Maybe teachers would see it. Make my school proud. PETER (laughs) Who cares what your bloody school thinks, George? George looks up at Peter, desperate. GEORGE Please! Please! Don't laugh at me! Peter looks at George, deciding how to respond. PETER I'm going to laugh at you, George - cos you're being bloody silly. George is crying. PETER Now, stop it. I need you back up on deck. George keeps crying. GEORGE I can't. I can't see. Peter looks at him. Gets a blanket, puts it across George's chest. PETER Get some rest. Peter gets up. Looks down at the softly weeping boy. PETER I'll need you as soon as you're able. George nods. Smiling through his tears.

Peter comes up on deck. The Shivering Soldier, crouched in the well, stares at him. Mr. Dawson is at the helm. Peter comes close. Speaking low -Mr. Dawson looks back towards Britain. Then forward to France. Thinking. Shakes his head. MR. DAWSON Come too far. BOOM! Explosions nearby - The Shivering Soldier moves into a foetal position. Mr. Dawson and Peter look ahead to where plumes of water rise, seemingly in slow motion, amongst the ships up ahead. German bombers drifting overhead, 109 fighters buzzing around them... Mr. Dawson holds his course... CUT TO:

Farrier flies, distracted, glancing from his broken fuel gauge to the switch for his reserve fuel tank...Farrier banks, coming around... Farrier climbs, trying to gain advantage for the coming encounter, lining up on the German planes threatening the destroyer and the blue trawler... CUT TO:

Colonel Winnant makes his way towards the crowded mole. Stretchers of French troops are brought down to the mole. A Private comes out of the crowd, breathless. PRIVATE The French've been forced back on the western side, sir. Colonel Winnant looks at explosions over the warehouses.Colonel Winnant pushes on down the mole...

He finds Bolton, but no ships... COLONEL WINNANT Where're the destroyers? COMMANDER BOLTON There'll be one soon. COLONEL WINNANT One? COMMANDER BOLTON After yesterday's losses, it's one ship on the mole at a time. COLONEL WINNANT The battle's here, what're they saving them for? COMMANDER BOLTON The next battle. The one for Britain. Same with the planes. COLONEL WINNANT (peers through his field glasses) But it's right there! You can practically - COMMANDER BOLTON Seeing home doesn't help us get there, Captain. Colonel Winnant turns to the flaming town at their backs. COLONEL WINNANT They need to send more ships, dammit! Every hour the enemy pushes closer. COMMANDER BOLTON They've activated the small vessels pool - COLONEL WINNANT Vessels pool? COMMANDER BOLTON The list of civilian boats for requisition - COLONEL WINNANT Civilian? We need destroyers. COMMANDER BOLTON Small boats could load from the beach. Colonel Winnant watches men struggling to load in the surf. COLONEL WINNANT Not in these conditions. COMMANDER BOLTON I'd rather face waves than dive bombers. Colonel Winnant looks up at the cloudy sky - COLONEL WINNANT You're right - they won't get up in this... (points) The Royal Engineers are building piers from lorries - should help when the tide comes back. COMMANDER BOLTON We'll know in six hours. COLONEL WINNANT I thought tides were every three? COMMANDER BOLTON Then it's good that you're army and I'm navy, isn't it? Colonel Winnant allows himself a smile. Commander Bolton spots a shape on the horizon. COMMANDER BOLTON Vanquisher... CUT TO:

Mr. Dawson, at the helm, studies the horizon. Peter joins him, glaring at the Shivering Soldier before taking a seat. Mr. Dawson hears something, starts scanning the sky... Spots a distant plane... Peter follows his gaze. Mr. Dawson throws the wheel, bearing to starboard, hard, throttling up.Mr. Dawson points at a minesweeper heading towards them... MR. DAWSON They'll go for the minesweeper.As the boat motors away, Peter looks back to see the Heinkel and its two fighters moving towards the minesweeper... CUT TO:

The Highlanders approach, cautiously. The beach is deserted here - just disabled army vehicles and dead bodies... The blue trawler is tilted towards them. They circle the hull, checking it... it seems sound enough. Tommy and Gibson follow the Highlanders as they climb up onto the abandoned trawler...

Tommy looks over at the dunes above them. Alex looks around the boat, turns to Highlander 1. ALEX Where's the crew? HIGHLANDER 1 Probably got spooked after they ran aground. Scarpered up the beach.HIGHLANDER 2 We're outside the perimeter. Enemy could be right there - (points at the dunes) HIGHLANDER 2 Best shut ourselves inside and wait for the high tide... Highlanders heads down the companionway into the small hold. ALEX How long's that? HIGHLANDER 3 Every three hours. They descend into the hold, shutting the door behind them. CUT TO:

We need someone to get off so the rest of us can live - You want to volunteer?

As the Moonstone ploughs through the swell, Peter looks back at the Heinkel coming over the minesweeper... Peter spots - PETER Spitfire! Dad, Spitfire! Mr. Dawson turns to see two Spitfires diving at the German bomber and its fighter escort. One Spitfire dives right between two 109s, setting one alight. PETER He got him, he got him!! The other Spitfire flies close over the Heinkel, which turns away from the ship. Mr. Dawson eases back on the speed... MR. DAWSON The Heinkel's moved off... As they watch, one of the Spitfires starts smoking...Mr. Dawson sees the smoke, throws the wheel, spinning the yacht around to head back - MR. DAWSON Watch for a parachute! Mr. Dawson throttles up... CUT TO:

Farriers hears his engine skip a beat, puts his gloved finger on the reserve tank toggle switch, listening... His engine evens out again. He puts his hand back on the stick, focusing on the German planes... He throttles up, speeding into the fray, climbing... CUT TO:

Dimly lit by a couple of small, dirty portholes. The soldiers lie around the hold. Sleeping or chatting. Alex is scrounging around the hold, finding nothing useful. ALEX (to Gibson) Poke your head out, see if the water comes in. Gibson shakes his head, pulling his arms tight around himself. Alex glares at him - ALEX Talkative sod. Tommy gets up, climbs up to the door, cracks it. Crawls up into the well - peeks over the rail - The boat is in inches of water. TOMMY Bugger. Barely come in at all. ALEX For fuck's sake.ALEX Yeah, but how long? Silence answers this. Clearly no sailors aboard. CUT TO:

The Moonstone pushes through the swell, full speed, diesel engine straining... Peter watches the smoke-trailing Spitfire fly lower and lower... PETER No parachute... Mr. Dawson is watching the plane like a hawk, steering around the waves by instinct...

The water flashes by blindingly fast... Collins pulls back on the stick, raising the nose as the plane - Hits the water with a jolt and a tearing sound. Collins trashed against his belts, forward/back/left/right - Bang -

With a shooosh, the plane is floating over the swell, like a sprinter hearing the gun. Collins releases his belts, starts inflating his life vest, pulls the catch on the canopy, yanking it back along its track. It jams... He thrusts his hand through the gap, struggling... From outside it looks like he is waving... He looks up to see Farrier's Spitfire shoot over, dipping a swing in salute... Collins sits in the gently bobbing plane, collecting himself as he watches the water start to rise around the slowly sinking plane. Collins tries the canopy again - Jammed. He is trapped in the sinking plane... CUT TO:

Farrier levels off, looking down at the Heinkel approaching - It has a single fighter escort - an ME 109 off the port wing... CUT TO:

Tommy jolts awake - there are steps outside. He moves up to the door. Highlander 1 gets his rifle, moves in front of the door. Aims. Nods at Tommy... Tommy throws open the door. A Seaman stands there -Highlander 1 is confused. Tommy grabs the Seaman, pulling him down into the hold. Highlander 1 holds his gun on him -The Seaman looks uncomprehendingly up at Alex - ALEX Are you German?! SEAMAN Dutch! Dutch! Merchant navy. Here to pick you up. To help you. They sit him up. ALEX Why'd you leave your boat? SEAMAN In case German come. We wait up the beach with the soldiers. Wait for the tide. HIGHLANDER 2 You came back, the tide must be in. SEAMAN Coming, yes. But more hours till we float. ALEX Hours?! Why'd you come back? The Seaman gestures around the packet hold - SEAMAN Not so heavy when I left! Alex and the others take this in. A gunshot penetrates the hull - everybody lies flat, Tommy stares at the bullet hole, which lets in light... CUT TO:

Mr. Dawson pushes the boat towards where the plane went down. PETER There was no 'chute, dad... Mr. Dawson ignores him. The engine is screaming... PETER Dad, there was no 'chute. He's probably dead - MR. DAWSON (snaps) Damn it, he might be alive!! Peter is shocked at his dad's outburst. Mr. Dawson stares at where the plane went down... CUT TO:

Farrier lines up for his attack... Sighting the Heinkel as it commits to its bombing run over the destroyer, Farrier pushes forward on his stick, going into his dive... CUT TO:

Everybody stares at the bullet hole, not making a sound... Another shot punches a hole two feet from the first - Highlanders near the holes ease away, squeezing up against the other soldiers... BANG! A third shot, directly above the first... Two Highlanders grab their rifles, going for the stairs - TOMMY No! Then they'll know we're in here. HIGHLANDER 1 Why else are they shooting at us?! TOMMY Look at the grouping... Everybody looks at the three bullet holes. TOMMY Target practice. BANG! A fourth hole, near the others... CUT TO:

The Moonstone is getting closer to the Spitfire bobbing on the waves. Close enough to see that it is sinking... MR. DAWSON Peter, go forward with the boat hook.

Collins smashes the canopy back and forth on its track... Jammed, jammed, jammed. Water starts pouring in, streaming through the gap in the half-open canopy. He shuts it... Trapped... Opens it, yanking, water pouring in... Collins searches around looking for inspiration, for an implement, for anything - Water rising past his ankles... his calves... CUT TO:

Farrier dives, plummeting towards the Heinkel... He glances across at the 109, which suddenly banks towards him, clearly reacting to Farrier's attack...

As the men stare at the bullet holes, water starts slopping through the lowest ones... A Highlander goes to plug the holes. BANG! The Highlander screams, clutching his face. His comrades pull him back, trying to smother his cries... The water pours in steadily through the lowest holes. Alex points at the target zone - ALEX We have to plug it! HIGHLANDER 1 After you, mate! They stay back from the holes, wary. Watching the water pour in... CUT TO:

Collins pulls the steel flare gun from its holder. Water is coming up over his legs now... he smashes the flare gun into the canopy, again and again... CUT TO:

Farrier fires at the Heinkel. Tracers zipping at the bomber. The 109 rises at him, guns blazing. Farrier rolls away, trying to dodge the fire -

As Spitfire 1 rolls way, the Heinkel releases its load - bombs falling around the destroyer - CUT TO:

A burst of machine guns fire opens a new group of holes beside the first - Alex watches the water spraying in. He turns to the Dutch Seaman - ALEX How do we get off?! Do we need to ditch some ballast?! The Dutch Seaman looks at him, uncomprehending - ALEX Weight! Do we need to lose weight! The Dutch Seaman shrugs. SEAMAN Weight, yes. Alex turns to face the group - ALEX Somebody needs to get off. HIGHLANDER 1 Well volunteered. ALEX We don't need a volunteer. I know someone who ought to get off... Alex turns to Tommy and Gibson. Points at Gibson. ALEX This one. He's a German spy. TOMMY Don't be daft. Alex stares Gibson down... ALEX He's bloody Jerry. You might not've noticed that he hasn't said a word, but I have. He doesn't speak English - or if he does it's with an accent thicker than sauerkraut sauce - TOMMY You're daft. Tell him. Gibson just stares at Alex... ALEX Yeah, tell me. Nothing. Just the sound of water spraying in hard, jetting in through the bottom holes... CUT TO:

Collins smacks the canopy. The flare gun bounces off. He drops the flare gun, scrambles to find it under the water. The water is rising up his chest... CUT TO:

Farrier cuts right, dodging away from the 109 - Banking hard, he gets a clear look at the destroyer weathering the explosions. A plume of water right next to the destroyer comes so high he flies through the top of its spray. CUT TO:

Alex turns to Highlander 1, holds out his hand for his gun. Highlander 1 hands it over. Alex moves to Gibson, pointing the rifle, hooks the barrel on Gibson's tags, pulling them closer to read - ALEX Tell me... Gibson! Tommy looks at Gibson, panicking - TOMMY Tell him, for God's sake! Alex pushes the rifle against Gibson's cheek. Gibson cracks - GIBSONALEX A Frog. A bloody Frog. A cowardly little queue-jumping Frog... With the end of his rifle Alex shakes Gibson's tags - ALEX Who's Gibson, eh? A naked dead Englishman lying out on that sand. Or did you at least have the decency to bury him? "Gibson" just stares. TOMMY He did. I helped him. I thought it was his mate. ALEX Maybe he killed him - TOMMY He didn't kill him - ALEX How do we know?! TOMMY How hard is it to find a dead Englishman on Dunkirk beach, for God's sake?! He didn't kill anyone - he was looking for a way off the damned sand like the rest of us! The water is spraying in from more and more holes as the water level rises... Alex has the rifle on Gibson. Another burst of machine-gun fire. HIGHLANDER 2 Hadn't they had enough practice by now?! HIGHLANDER 1 They're making sure she won't float. Highlander 2 looks at the holes spraying water, the water is pooling in the bottom of the hold. He turns to the Seaman - HIGHLANDER 2 Will she still float?! The Seaman assesses the leaks... SEAMAN Float, yes. With less weight, yes - ALEX And we know who's getting off -Alex nudges Gibson with the rifle - ALEX Go on, up you go - TOMMY As soon as he pokes his head out they'll slaughter him. ALEX Better him than me - TOMMY It's not fair - ALEX Survival's not fair.TOMMY He saved our lives. HIGHLANDER 2 And he's about to do it again - Go on - Alex starts shoving Gibson up the stairs. TOMMY No! Just stop! Alex turns to Tommy, looks him in the eye -TOMMY Fuck no. I'm going home. ALEX And if this is the price? TOMMY I'll live with it, but it's wrong. Alex shoves Gibson up another step, opens the door - TOMMY Alex, one man's not going to make enough difference - HIGHLANDER 1 You'd best hope it does, cos you'd be volunteering next - TOMMY What? ALEX (indicate Highlanders) We're regimental brothers, mate. Just the way it is. Gibson grabs for the rifle. Tommy jumps at Alex to help Gibson. They smash against the hull - as they drop into the water, the ship levels - SEAMAN HIGHLANDER 2CUT TO:

Tommy stares, shocked. Alex moves back slightly, taking this in.

No, it's shit. It's fear and greed. Fate squeezed through the bowels of men. Shit.

The Seaman is already crawling out the hatch, reaching up - The engine starts, loud as loud can be -

Machine-gun fire strafes the hull. The men duck below the waterline...

The men hold their breaths under the water at the bottom of the hold as bullets pepper the hull...

Collins, water up ti his ears now, grabs the flare gun - swinging underwater less effective. Now he panics, pushing his face up against the canopy, banging with his fists, instinct taking over, no more thought, no more plan - banging, banging, water rising over his ears. Smash - something cracks into the canopy right above his head. He recoils. It impacts the canopy again, smashing the hole - It is a boat hook... Collins pulls himself through the hole, elbow first, forcing himself through, pushing off his seat, underwater, he pushes up from the sinking plane...

Collins breaks the surface, gasping, looks around - A private yacht with a young man on the bow, boat hook extended... Collins grasps the boat hook.CUT TO:

Farrier comes around again, searching the sky for the German planes... He looks down at the destroyer. It is leaking oil from a large hole in its side... The dark oil slick spreads quickly across the water, covering the men in the water between the trawler and the destroyer... CUT TO:

The destroyer Basilisk casts off. Men cover every available piece of deck. Commander Bolton watches her wake. Colonel Winnant approaches - COLONEL WINNANT We've wasted the day, Commander. COMMANDER BOLTON I share your frustration, Colonel. They hear distant shots - Commander Bolton raises his field glasses... He sees a blue trawler stuck in the shallows miles down the beach. COMMANDER BOLTON Grounded trawler, taking fire. Colonel Winnant takes the field glasses... COLONEL WINNANT The enemy's breaking through the dunes to the east. This is it.

Tommy comes up for air, gasping, spluttering... Water is pouring in from dozens and dozens of holes... Alex comes up, coughing, with Gibson...Alex crawls over to the stairs, climbs out into the well -

Alex pokes his head out as the Seaman is sneaking up to see where they are headed - The Dutch Seaman turns the wheel, jumps back onto the floor of the well as bullets impact the cabin. He throws the engine into forward gear, turns to Alex - DUTCH SEAMAN

The men stuff rags, bolts, fingers, anything they can lay hands on to plug as many holes as possible...

Collins, drying himself with a blanket, looks down at George, whose breathing is shallow, sightless eyes open.

The Shivering Soldier watches Collins come out on deck - SHIVERING SOLDIER Is he alright? PETER (O.S.) No. Peter is glaring at the Shivering Soldier. PETER No, he's not - BOOM! Collins follows Mr. Dawson's gaze to a destroyer up ahead being bombed by a Heinkel, huge plumes of water rising just beside her. The Shivering Soldier retreats into himself. Peter runs up to the bow - A blue fishing trawler a quarter of a mile off, sinking... PETER Dad, there's men in the water! Mr. Dawson looks ahead to where Peter is pointing. He puts the throttle forward, heading into the fray... Collins spots Spitfire 1 arcing around, trying to get a bead on the Heinkel... COLLINS Come on, Farrier... CUT TO:

Farrier pulls on the stick, lining up behind a 109... He fires, chasing down the plane, firing again... Smoke from the German plane, which starts to drop... Farrier is in a heavy dive, when his engine chokes. Farrier's hand darts forward, switching to his reserve tank before the engine can die... The engine catches again. Farrier pulls out of the dive... CUT TO:

Through the binoculars Colonel Winnant watches the blue trawler pushing out to the sea, low in the water... Commander Bolton watches a destroyer, under full steam, heading out to the Channel... Where there are shapes of boats on the horizon...

The Dutch Seaman aims the boat at a destroyer out at the mouth of the harbour...

Tommy, Gibson, Alex, Highlander 1 and the others stuff the holes as best they can. The makeshift plugs pop out every few seconds - the soldiers scrabble under water to find them and stuff them back in, hands pressed against water jets, spray coming in everywhere...

Omitted.\* \* In previous drafts of the script, this is the point at which Bolton and Winnant first see the Little Ships. Ultimately in the cutting room, they returned the entrance of the Little Ships to this location in the film.

The Dutch Seaman looks over the rail, concerned, to see how fast his boat is lowering into the swell... CUT TO:

Collins watches Farrier spin around to get after the Heinkel. The Moonstone comes up on the men in the water. Collins comes to the side, to help Peter fish men out, notices the surface of the water -Mr. Dawson puts the screw into reverse, stopping the boat. They fish men out of the water - the men covered in oil, anonymous in their glossy black filth... CUT TO:

Farrier chases down the Heinkel, closing in as its top turret opens up on him, tracer fire lighting up all around him - He dives down under the range of the rear turret, then angles up, firing at the bomber's tail... CUT TO:

The Dutch Seaman sees water sloshing over the deck. DUTCH SEAMAN

The soldiers, holding back the water, cannot hear him... One by one they start to abandon the task. More and more water pouring in... Alex and Gibson are last - Alex turns, sees they are alone, grabs Gibson by the shoulder then jumps for the exit. Gibson, still holding back the water, notices too late -

Tommy gets on deck, sees the Keith, a quarter of a mile away. He dives into the water, pulling away from the swamped trawler - All the men dive off the sinking boat, swimming for the Keith.

Gibson dives for the exit. He is blasted back by water, dragged down with the sinking trawler... CUT TO:

Peter, Collins and the first oil-covered men pull more oily men from the water, the decks of the yacht rapidly filling. Mt. Dawson looks at the oil slick, concerned. He addresses the oily survivors - MR. DAWSON Below deck.MR. DAWSON We need to get as many of you on board as we can before the oil catches fire. Get below or get off my boat - your choice. The oily survivors head below decks. Peter runs back to the companionway to shout down - PETER Careful there!

Peter pokes his head down, sees two oily survivors moving George from the bottom of the steps =The oily survivors look up at him. Alex is one of them - ALEX (quiet) He's dead, mate. Peter takes this in... PETER So be bloody careful with him!

Commander Bolton stares at the shapes in the distance... He grabs the field glasses from Colonel Winnant, puts them to his eyes - Boats. Civilian boats. All shapes and sizes. An armada. Colonel Winnant peers over Commander Bolton's shoulder... COLONEL WINNANT What can you see? Commander Bolton slowly lowers the glasses.Colonel Winnant grabs the glasses, confused...

The soldiers peer over the railing at the absurd collection of vessels passing them in the opposite direction: Yacht, paddle steamers, fishing trawlers, day sailors, ferries, dredgers, dinghies, row boats... Crewed by: Fisherman, merchant navy sailors, naval officers, civilian crew, naval crew, nurses, retired sailors... The exhausted soldiers lining the decks of the Basilisk start to clap, then to cheer... Some are crying...

Peter steps out of the cabin, reeling. Meets his dad's questioning glance with unmistakable shock -Peter turns. The Shivering Soldier is looking up at him with terrified eyes, blanket tight around his shoulders.Peter looks at the Shivering Soldier. Sees the white knuckles clasping the edge of the rough blanket. Peter nods. The Shivering Soldier turns, staring out at the destroyer. Peter catches Mr. Dawson looking at him. Approving. Collins, pulling a man from the water, looks up at the Spitfire 1 chasing down the Heinkel -CUT TO:

Farrier strafes the Heinkel - no apparent effect. Zipping over it, he dives down out of range of its turret, banks hard left to line up another shot. A 109 cuts across him, Tracer fire shooting past. CUT TO:

Tommy swims for the Keith... He hears an airplane... looks up to see a Heinkel coming in over the Keith... The bombs drop, plumes of water shoot upwards all around the ship. Tommy dives under the water for protection. The explosions are deafening - he holds his ears with his hands - Tommy breaks the surface. The barrage is over, the Keith is still afloat. Tommy swims for it. Getting closer, Tommy realizes he's swimming oil, the black sludge covering his head and arms. He looks back - the blue trawler is gently slipping beneath the water... Tommy makes for the Keith, even as he sees men jumping into the water from her decks, lifeboats being lowered... Tommy spots another craft - a yacht heading towards them. Tommy pulls for the yacht as hard as he can... CUT TO:

The rag-tag collection of small ships works the beach, picking men up in the shallows, ferrying them out to bigger ships... Small open boats use the truck 'pier' to load men as the Engineer looks on with pride...

The Moonstone is filled with oil-covered men, throughout the hold and across the decks - many more still in the water. The Keith lists, men jump off the far side, away from the oil slick, where small ships are gathering to pick them up... Collins moves up the side, watching Farrier bank hard to get behind the Heinkel. A 109 zips across his path, guns blazing... Collins looks down at the oil-covered water...

Farrier pulls around, hard. The Heinkel is in front of him, side on, heading in for another run at the Keith. Farrier banks and pulls up to keep the bomber in his sights as he fires his cannons - The Heinkel catches fire and starts falling...

Collins sees the heinkel catch fire - turns to Mr. Dawson. COLLINSCUT TO:

Peter has hold of one last oil-covered survivor, who hangs on for dear life as the boat drags him through the oily water -

The men left in the water shout with despair as the Moonstone motors away -

The surface of the water catches fire, spreading across the water. Men duck underwater to escape the flames.

Underwater: Highlander 1 pushes down under, looking up at the fire. The surface is aflame as far as he can see...

Who is now being washed with cleaner water as they come out of the slick. As the oil comes off his face we see that it is Tommy...

Collins watches, appalled, as the men in the water are engulfed by relentless flames... The Keith is going down - survivors on the far side are picked up by the various small ships...

Under the water, Highlander 1's air runs out. The flames rage above...

His instinct to breath pushes him up into the flames where he is engulfed, screaming, dying -

Farrier sees the Heinkel explode, turns away towards the beaches... He looks down at - The thousands of men on the beach. The small ships ferrying out to the larger vessels. The narrow mole with its endless rope of men... Farrier is awestruck... He hears his engine starts to sputter... It dies and the prop stops...

Commander Bolton watches with satisfaction as a paddle steamer ties up. He calls up to a Stewardess (fifty-nine) -Bolton shakes his head in joyous disbelief. He watches men load into a small open sailboat crewed by two young men.They nod.Bolton spots Spitfire 1. It soars overhead. He waves -Commander Bolton sighs at this... then notices. No engine noise. He watches the Spitfire, concerned, until - Hears something - another engine... A high whine... He turns to see - A Stuka... The men lining the mole shift restlessly. Trapped... CUT TO:

The Moonstone chugs along, low in the water, men laying down along her decks...

Men lie on every available space, packed in like sardines. Tommy catches sight of Alex looking at him. Tommy nods.

Mr. Dawson is at the helm. Collins hears a distant engine -Mr. Dawson steps up onto the seat to look above the roof of the cabin...Peter turns the wheel, the Moonstone swings to port, straightens up. Mr. Dawson spots the 109, closing... CUT TO:

Commander Bolton turns to see the Stuka approaching, its distinctively kinked-wing silhouette bearing down like an awful bird of prey... The soldiers stir, some crouching, some closing their eyes. Commander Bolton takes a knee, bracing. He bites his lip as the Stuka goes into its dive, that terrible whine building... CUT TO:

Mr. Dawson stares at the approaching 109- MR. DAWSON Full speed ahead. Peter throttles up - The 109 is growing close now... MR. DAWSON Get ready to pull hard to port... before he fires he'll have to lower his nose, I'll give you the signal... Peter reaches over to the side of the wheel, ready to throw it. The 109 is practically upon them... CUT TO:

Commander Bolton is mumbling a prayer as he watches the Stuka come at them - BLAM BLAM BLAM BLAM BLAM!! The Stuka is strafed with fire as Spitfire 1 flashes past -

The Stuka never fires, it just smashes into the sea... The soldiers all along the mole cheer.

Farrier watches the Stuka disintegrate on the surface of the water. He nods... feeling the unaccustomed silence... CUT TO:

Mr. Dawson stares at the approaching 109. Peter glances back and forth between the 109 and his father... MR. DAWSON Wait for it... wait till he's committed to his line... The nose of the 109 dips down -Peter throws the wheel, the Moonstone lurches to port - The guns on the 109 light up, strafing the water to starboard - The 109 flashes over... Collins watches it recede.MR. DAWSON Bigger fish to fry. Collins looks at Mr. Dawson. Curious. COLLINS How'd you know all that, anyway? Mr. Dawson steps onto the deck. MR. DAWSON My son's one of you lot. I knew he'd see us through. Mr. Dawson moves forward. Collins steps up beside Peter. COLLINS You're RAF? MR. DAWSON Not me. My brother. Flew Hurricanes. He died third week into the war. Collins looks forward at the proud father standing by the mast. CUT TO:

Farrier sits in the silence, gliding... looking to see how far he might make it up the beach... CUT TO:

Tommy gets to his feet, steps over other men as he slips over to the stairs...

Tommy and Alex poke their heads out - PETER Stay below, please. TOMMY We just want to see the cliffs - Tommy looks over at white cliffs, ghostly above the dark water.Peter shakes his head, amused.Alex shakes his head, sadly. ALEX We let you all down, didn't we? Peter just looks at this exhausted, ragged boy his own age. CUT TO:

Farrier glides, banking, looking for a suitable stretch of beach to ditch... In the strangely silent plane, he passes over the troops, lines up on the vast stretch of sand beyond Malo Les Bains... CUT TO:

Soldier after soldier climbs out of the yacht. The Corporal handing out travel chits marvels at the absurd amount... CORPORAL How many you got in there? The Shivering Soldier is taken ashore, wrapped in blankets. Tommy and Alex stick together as they are handed hot cups of tea and shepherded out of the harbour in long lines. Peter supervises as George's body is taken ashore. As Collins steps off the boat a soldier from another boat spots his RAF uniform - SOLDIER (furious) Where the hell were you! Collins just stands there. He feels a hand on his shoulder. It is Mr. Dawson. He indicates the men filing off the Moonstone - MR. DAWSON They know here you were. Mr. Dawson puts his hat on. To go home.

Tommy and Alex, exhausted, downcast, are herded across the tracks towards a train. Before getting on they are handed a blanket and cup of tea by an Elderly Man, who looks at their hands, not their faces, as he hands the rough blankets over - ELDERLY MAN Well done, lads... well done, lads... ALEX All we did is survive. ELDERLY MAN That's enough. Well, done, lads, well done, lads... Alex steps up onto the train. The Elderly Man reaches out to Tommy, touching his face - clearly blind.

Tommy flops down, lying across the seat. Alex is slumped opposite, tears starting to roll down his cheeks. ALEX That old bloke wouldn't even look us in the eye. No response. He looks over. Tommy is already asleep. CUT TO:

The mole is empty but for bodies. A Private opens his eyes. He sits up, alone on the deserted mole, his comrades gone, mistaken for dead... COMMANDER BOLTON (O.S.) Come on, then, Private... The Private looks down at the water to see Commander Bolton standing in a launch full of army officers. COMMANDER BOLTON I know we're officers, but it's us or the enemy, so now's not the time to be particular... The Private scrambles down into the launch, where Colonel Winnant stands talking to Commander Bolton. They look out at the vast deserted beach, littered with corpses and abandoned equipment... COLONEL WINNANT (to Commander Bolton) Churchill got his thirty thousand. COMMANDER BOLTON And then some. Almost three hundred thousand. So far. Commander Bolton steps back up onto the mole.COMMANDER BOLTON I'm staying. (off look) For the French. The launch pulls away from Commander Bolton on the mole. CUT TO:

Sunlight flickering on Tommy's eyelids wakes him. We have the sense that he has been asleep for a very long time. The train full of soldiers rolls to a halt. Alex opens the window, spots a Boy near the tracks - ALEX Hey! Where are we?! BOY Siding. You'll put in in a minute - ALEX What station? BOY (surprised) Woking. Alex spots stacks of newspapers waiting to be loaded. ALEX Grab me one of them papers. The Boy hesitates.The Boy pulls the paper off the top and stretches up to hand it to Alex. Alex slumps into his seat. The headline:Alex thrusts the paper at Tommy. ALEX I can't bear it. You read it. TOMMY Can't bear it? ALEX They'll be spitting at us in the streets. If they're not locked up waiting for the invasion. CUT TO:

Peter walks down the deserted high street. He stops. Walks into the office of the local paper, the Herald...

Farrier checks his canopy is locked, stows loose items, pumping the handle all the while...

Tommy looks down at the paper. Starts to read. Poorly. TOMMY "Wars are not won by evacuations." Alex shakes his head at this. The train starts to pull into the station... The platforms is crowded with civilians. Alex slinks down into his seat, turning away from the window... A Civilian bangs on the glass, peering in... ALEX I can't look, TOMMY "But there was a victory inside this deliverance which should be noted..." Alex turns. The Civilian grins, holding up two beer bottles. The platform is packed with cheering and waving civilians... Women with sandwiches and drinks rush up to the windows... TOMMY "Our thankfulness at the escape of our army -" Alex opens the window , grabbing food and drink as Tommy continues to read... TOMMY "- Must not blind us to the fact that what has happened in France... is a colossal military disaster..."

Pumping the handle, Farrier checks his belts - TOMMY (V.O.) "And we must expect another blow to be struck almost immediately..." Farrier holds the plane steady in its descent towards the sands...

Spitfire 1 swoops onto the flat sand, wheels down. TOMMY (V.O.) "We shall go on to the end, we shall fight in France..." Farrier slides back the canopy and climbs out of the plan...

Peter, gets up from the kitchen. Mrs. Dawson is at the stove, her back to us. As Peter grabs his coat he runs into Mr. Dawson, letters in hand, looking at the Herald. He hands it to Peter...The small headline: LOCAL BOY, GEORGE MILLS, JUST 17,:

"Then our empire beyond the seas, armed and guarded by the British fleet, would carry on the struggle..."

Farrier brushes sand from the wing of his beloved Spitfire... TOMMY (V.O.) "We shall fight with growing confidence and growing strength in the air..." Farrier pulls his flare gun... He shoots into the cockpit...

Alex hangs out of the window, guzzling from a beer bottle, grinning at the women outside... TOMMY "We shall defend our island..." Alex turns, deliriously happy, beer running down his chin - ALEX What?! TOMMY (louder, over the celebration) "We shall defend our island, whatever the cost may be - we shall fight on the beaches, we shall fight on the landing grounds..."

Bodies gently bob in the water... TOMMY (V.O.) "We shall fight in the fields and the streets..." Abandoned trucks and anti-aircraft guns, piles of boots, stacks of rifles catch the last light... TOMMY (V.O.) "We shall fight in the hills; we shall never surrender..." Bodies line the length of the mole... TOMMY (V.O.) 'And even if, which I do not for a moment believe, this island... were subjugated and starving..."

Farrier kneels, hands on head, as dark shapes of German soldiers (seen only from behind) surround him...Farrier is led away from the burning plane...

Moving towards the burning Spitfire...The shape of the plane is still visible beneath the flames...Move in on the burning Spitfire until the flames fill the frame and we - CUT TO BLACK: Credits. End.

A DESK COMPUTER A man 's hand is punching out a series of figures on the keyboard .THE INSURANCE BUILDING - A WET , FALL DAY It 's a big mother , covering a square block in lower Manhattan , all glass and aluminum , jutting into the leaden sky .

On November first, 1959, the population of New York City was 8,042,783. if you laid all these people end to end, figuring an average height of five feet six and a half inches, they would reach from Times Square to the outskirts of Karachi, Pakistan. I know facts like this because I work for an insurance company -

- Consolidated Life of New York. We are one of the top five companies in the country - last year we wrote nine - point - three billion dollars worth of policies. Our home office has 31,259 employees - which is more than the entire population of Natchez, Mississippi, of Gallup, New Mexico.

I work on the nineteenth floor - Ordinary Policy Department - Premium Accounting Division - Section W - desk number 861.

My name is C.C. Baxter - C. for Calvin, C. for Clifford - however, most people call me Bud. I've been with Consolidated Life for three years and ten months. I started in the branch office in Cincinnati, then transferred to New York. My take - home pay is $ 94.70 a week, and there are the usual fringe benefits.

- they're staggered by floors, so that sixteen elevators can handle the 31,259 employees without a serious traffic jam. As for myself, I very often stay on at the office and work for an extra hour or two - especially when the weather is bad. It's not that I'm overly ambitious - it's just a way of killing time, until it's all right for me to go home. You see, I have this little problem with my apartment -

I live in the West Sixties - just half a block from Central Park. My rent is $ 84 a month. It used to be eighty until last July when Mrs. Lieberman, the landlady, put in a second - hand air conditioning unit.

It's a real nice apartment - nothing fancy - but kind of cozy - just right for a bachelor. The only problem is - I ca n't always get in when I want to.

Oh, you do n't have to worry about that - nothing in there that anybody would want to steal.

Mr. Kirkeby, I do n't like to complain - but you were supposed to be out of here by eight.

I do n't mind in the summer - but on a rainy night - and I have n't had any dinner yet -

I know. Mr. Eichelberger - in the Mortgage Loan Department - last night he had a little Halloween party here -

Oh, that's not me. It's just that once in a while, I have some people in for a drink.

My body? I'm afraid you guys would be disappointed. Good night, Doc.

I'm sorry, Mr. Dobisch. You know I like to help you guys out - but it's sort of late - so why do n't we make it some other time?

I do n't care if it is Marilyn Monroe - I'm already in bed - and I've taken a sleeping pill - so I'm afraid the answer is no.

Of course not. But - how can I be efficient in the office if I do n't get enough sleep at night?

I'm all out of liquor - and there's no clean glasses - no cheese crackers - no nothing.

Anything you say, Mr. Dobisch - no trouble at all, Mr. Dobisch - be my guest -

- We never close at Buddy - boy's - looks like Marilyn Monroe -.

Really? I was looking at some figures from the Sickness and Accident Claims Division - do you know that the average New Yorker between the ages of twenty and fifty has two and a half colds a year?

Could be she's just a nice, respectable girl - there are millions of them.

It's not Picasso I'm calling about. It's the key - to my apartment - you were supposed to leave it under the mat.

And I could n't get into my apartment - so at four a. m. I had to wake up the landlady and give her a whole song and dance about going out to mail a letter and the door slamming shut.

Look, Mr. Vanderhof - I've got you down here for tonight - but I'm going to be using the place myself - so I'll have to cancel.

I hate to disappoint you - I mean, many happy returns - but not tonight -

Thank you, Mr. Vanderhof. But I'm sick - I have this terrible cold - and a fever - and I got to go to bed right after work.

Oh, no. I'd get pneumonia - and if I got pneumonia, I'd be in bed for a month - and if I were in bed for a month -

I got somebody penciled in - let me see what I can do - I'll get back to you.

Mr. Eichelberger? Is this Mortgage and Loan? I'd like to speak to Mr. Eichelberger. Yes, it is urgent.

Instead of Friday - could you possibly switch to Thursday? You'd be doing me a great favor -

Twenty - seven, please. And drive carefully. You're carrying precious cargo - I mean, manpower - wise.

You may not realize it, Miss Kubelik, but I'm in the top ten - efficiency - wise and this may be the day - promotion - wise.

I'd love to hear them. Maybe we could have lunch in the cafeteria sometime - or some evening, after work -

Would n't you know they'd call me on a day like this - with my cold and everything -.

Thank you. That's the first thing I ever noticed about you - when you were still on the local elevator - you always wore a flower -

C. C. Baxter - Ordinary Premium Accounting - Mr. Sheldrake called me.

What - what's that got to do with me? I'm not running any bookie joint.

No, sir. I'm not going to deny it. But if you'd just let me explain -

Well, about six months ago - I was going to night school, taking this course in Advanced Accounting - and one of the guys in our department - he lives in Jersey - he was going to a banquet at the Biltmore - his wife was meeting him in town, and he needed someplace to change into a tuxedo - so I gave him the key and word must have gotten around - because the next thing I knew, all sorts of guys were suddenly going to banquets - and when you give the key to one guy, you ca n't say no to another and the whole thing got out of hand - pardon me.

Just those four - out of a total of 31,259 - so actually, we can be very proud of our personnel - percentage - wise.

Oh, it wo n't. Believe me. And it's not going to happen again. From now on, nobody is going to use my apartment -

West 67th Street. You have no idea what I've been going through - with the neighbors and the landlady and the liquor and the key -

Well, usually I slip it to them in the office and they leave it under the mat - but never again - I can promise you that -

Well, I do n't want to intrude - and I thought - since it's all straightened out anyway -

You mean - you and me? I thought you were taking the branch manager from Kansas City -

Well, that's very kind of you - only I'm not feeling well - you see, I have this cold - and I thought I'd go straight home.

So do I - I'm going to take four aspirins and get into bed - so you better give the tickets to somebody else -

It's on the second floor - my name is not on the door - it just says 2A -

You'll be careful with the record player, wo n't you? And about the liquor - I ordered some this morning - but I'm not sure when they'll deliver it -

Oh, no sir. Certainly not. Anyway, it's none of my business - four apples, five apples - what's the difference - percentage - wise?

I almost did n't recognize you - this is the first time I've ever seen you in civilian clothes.

I was n't trying to be personal - it's just that the fellows in the office were - whether you wondering about you ever -

Well, it was just an idea - I hate to see a ticket go to waste -

You know, I felt so lousy this morning - a hundred and one fever - then my promotion came up - now you and I - eleventh row center - and you said I should have stayed in bed.

They got a great little band at El Chico, in the Village - it's practically around the corner from where you live.

Oh, I even know who you live with - your sister and brother - in - law - I know when you were born - and where - I know all sorts of things about you.

A couple of months ago I looked up your card in the group insurance file.

I know your height, your weight and your Social Security number - you had mumps, you had measles, and you had your appendix out.

It's been sort of rough these last few weeks - what with my cold and like that -

Well, after all, it's my apartment - it's private property - it's not a public playground.

I sympathize with your problem - and believe me, I'm very sorry -

So long, fellas. Drop in any time. The door is always open - to my office.

Fine. And I want you to know I'll work very hard to justify your confidence in me -

I mean - the young lady - whoever she may be - it was on the couch when I got home last night.

Well, as a matter of fact, I was rather hurt when you stood me up that night -

You could n't help yourself. I mean, when you're having a drink with one man, you ca n't just suddenly walk out on him because you have another date with another man. You did the only decent thing.

Miss Kubelik, one does n't get to be a second administrative assistant around here unless he's a pretty good judge of character - and as far as I'm concerned, you're tops. I mean, decency - wise - and otherwise - wise.

By the power vested in me, I herewith declare this elevator out of order.

Do n't you believe it. Later on there will be human sacrifices - white collar workers tossed into the computing machines, and punched full of those little square holes.

Why do n't we step into any office? There's something I want your advice about, anyway.

I have my own office now, naturally. And you may be interested to know I'm the second youngest executive in the company - the only one younger is a grandson of the chairman of the board.

Miss Kubelik, I would like your honest opinion. I've had this in my desk for a week - cost me fifteen dollars - but I just could n't get up enough nerve to wear it -

It's what they call the junior executive model. What do you think?

Really? You mean you would n't be ashamed to be seen with somebody in a hat like this?

Well, as long as you would n't be ashamed to be seen with me - how about the three of us going out this evening - you and me and the bowler - stroll down Fifth Avenue - sort of break it in -

Oh, you do n't have to worry about that. I have quite a bit of influence in Personnel. You know Mr. Sheldrake?

I thought maybe I could put in a word for you with Mr. Sheldrake - get you a little promotion - how would you like to be an elevator starter?

No problem. Why do n't we discuss it sometime over the holidays - I could call you and pick you up and we'll have the big unveiling -.

After all, this is a conservative firm - I do n't want people to think I'm an entertainer -

Yes, Mr. Sheldrake - no, I did n't forget - the tree is up and the Tom and Jerry mix is in the refrigerator - yes, sir - same to you.

I said I had no family - I did n't say I had an empty apartment.

Permit me - C.C. Baxter - junior executive, Arthur Murray graduate, lover.

Mrs. MacDougall, I think it is only fair to warn you that you are now alone with a notorious sexpot.

Ask anybody around here. As a matter of fact, when it's time for me to go - and I may go just like that -.

Well, they have n't got me yet, baby. Dig up some ice from the kitchen and let's not waste any time - preliminary - wise.

All right, Miss Kubelik - get up. It's past checking - out time, and the hotel management would appreciate it if you would get the hell out of here.

Look, Miss Kubelik, I used to like you - I used to like you a lot - but it's all over between us - so beat it - O - U - T - out!

There's a girl in my place - she took some sleeping pills - you better come quick - I ca n't wake her up.

Here - find yourself a phone booth and call your husband in Havana.

It was half - full - about a dozen or so. You going to have to take her to the hospital?

I do n't know - I mean - I was n't here - you see - we had some words earlier - nothing serious, really - what you might call a lovers' quarrel -

Well - we work in the same building - and we try to keep it quiet -

I told you we had a fight - that's what it was about - Miss Olsen - you know that other girl you saw -

It's not important, Fran - the main thing is that I got here in time - and you're going to be all right -.

Why do you want to know, Doc? You do n't have to report this, do you?

She did n't mean it, Doc - it was an accident - she had a little too much to drink and - she did n't know what she was doing - there was no suicide note or anything - believe me, Doc, I'm not thinking about myself -

It's just that she's got a family - and there's the people in the office - look, Doc, ca n't you forget you're a doctor - let's just say you're here as a neighbor -

I'm sorry, Mrs. Lieberman - and I'll never invite those people again.

Do n't worry about Dr. Dreyfuss - I happen to know he was out on a case.

Operator, I want White Plains, New York - Mr. J. D. Sheldrake -.

I hate to disturb you, but something came up - it's rather important - and I think it would be a good idea if you could see me - at the apartment - as soon as possible.

I did n't want to tell you over the phone but that certain party - you know who I mean - I found her here last night - she had taken an overdose of sleeping pills.

Well, it was touch and go there for a while - but she's sleeping it off now.

Well, it was just a suggestion - no, you do n't have to worry about that, Mr. Sheldrake - I kept your name out of it so there'll be no trouble, police - wise or newspaper - wise -

- you see, the doctor, he's a friend of mine - we were very lucky in that respect - actually, he thinks she's my girl - no, he just jumped to the conclusion - around here, I'm known as quite a ladies' man -

- of course, we're not out of the woods yet - sometimes they try it again - yes sir, I'll do my best - it looks like it'll be a couple of days before she's fully recovered, and I may have a little problem with the landlady -

- all right, Mr. Sheldrake, I'll keep her in my apartment as long as I can - any sort of message you want me to give her? - well, I'll think of something - goodbye, Mr. Sheldrake.

Oh - we're all out of coffee - you had quite a lot of it last night -

Mrs. Dreyfuss, can I borrow some coffee - and maybe an orange and a couple of eggs?

I did n't really do anything - honest - I mean, you take a girl out a couple of times a week - just for laughs - and right away she thinks you're serious - marriage - wise.

You better figure it out - exactly. Suppose she asks you why you did n't come home last night?

Miss Kubelik, I do n't think you ought to call anybody - not till that chewing gum is out of your head.

That's why we have to be careful - we do n't want to involve anybody - after all, Mr. Sheldrake is a married man -

I did n't mean it that way - I was just talking to him on the phone - he's very concerned about you.

Look, Mrs. Dreyfuss, you do n't have to wait around. I'll wash the dishes and -

Oh, I do n't mind. As a matter of fact, I'm sort of flattered - that anybody should think a girl like you - would do a thing like this - over a guy like me.

Do n't you think we'd better destroy it? So it wo n't fall into the wrong hands -?

Nothing I'd like better - you know togetherness. Guess what I did last Christmas. Had an early dinner at the automat, then went to the zoo, then I came home and cleaned up after Mr. Eichelberger - he had a little eggnog party here. I'm way ahead this year.

Thirty - six and twenty - five - that's sixty - one and two boxes.

Well, for one thing, you ca n't spell. And secondly - if you did something like that - you'd hate yourself.

Fifty - two and twenty - five - that's seventy - seven - spades is double - a hundred and fifty - four - and four boxes - you're blitzed in two games.

Are you going to leave, Mr. Kirkeby, or do I have to throw you out?

Please, Miss Kubelik, you got to promise me you wo n't do anything foolish.

Yeah. Well - that's the way it crumbles, cookie - wise. Go to sleep.

Yes, she's in the shower - she's coming along fine, considering.

No, thank you, Mr. Sheldrake. As a matter of fact, I've got some money for you - a hundred dollars -

For me? I do n't think so. But I was hoping maybe you could do something for her -

Well, at least you can talk to her - let me put her on - and please be gentle -

I think you should. I have to run down to the grocery anyway - all that's left around here is one frozen pizza -.

Tennis racquet? Oh, I remember - I was cooking myself an Italian dinner.

As a matter of fact, I'm a pretty good cook - but I'm a lousy housekeeper.

It's just that I'm the kind of guy who ca n't say no - I do n't mean to girls - I mean -

What would you like to have for diner? There's onion soup and canned asparagus -

You ca n't leave yet. The doctor says it takes forty - eight hours to get the stuff out of your system.

I know how you feel, Miss Kubelik. You think it's the end of the world - but it's not, really. I went through exactly the same thing myself.

Worse than that - she was the wife of my best friend - and I was mad for her. But I knew it was hopeless - so I decided to end it all. I went to a pawnshop and bought a forty - five automatic and drove up to Eden Park - do you know Cincinnati?

Anyway, I parked the car and loaded the gun - well, you read in the papers all the time that people shoot themselves, but believe me, it's not that easy - I mean, how do you do it? - here, or here, or here -.

Uh - huh. While I was sitting there, trying to make my mind up, a cop stuck his head in the car, because I was illegally parked - so I started to hide the gun under the seat and it went off - pow!

Yeah. Took me a year before I could bend my knee - but I got over the girl in three weeks. She still lives in Cincinnati, has four kids, gained twenty pounds - she sends me a fruit cake every Christmas.

So let'em. Look, I'm going to cook dinner for us. We'll have the fruit cake for dessert. You just sit there and rest. You've done enough for one day.

You know, I used to live like Robinson Crusoe - shipwrecked among eight million people. Then one day I saw a footprint in the sand - and there you were -.

Oh, no. Sometimes I have dinner with Ed Sullivan, sometimes with Dinah Shore or Perry Como - the other night I had dinner with Mae West - of course, she was much younger then.

Because I do n't want to take advantage of you - the way I did yesterday in bed.

Now, wait a minute. I know what you're thinking - but it's not as bad as it looks -

Must be murder driving a cab in New York - I mean, with all that cross - town traffic -

Oh, this is Mr. Matuschka - he's Miss Kubelik's - he's got a cab downstairs -

Oh, not that kind. He just gave her a shot and pumped her stomach out -

Mr. Sheldrake's office? This is C.C. Baxter. Would you please tell Mr. Sheldrake I'd like to come up and see him? It's rather important. Will you call me back, please?

Mr. Sheldrake, I've got good news for you. All your troubles are over. I'm going to take Miss Kubelik off your hands.

The plain fact is, Mr. Sheldrake, that I love her. I have n't told her yet, but I thought you should be the first to know. After all, you do n't really want her, and I do, and although it may sound presumptuous, she needs somebody like me. So I think it would be the thing all around -.

You see, Mr. Sheldrake, those two days she spent in the apartment - it made me realize how lonely I'd been before. But thanks to you, I'm in a financial position to marry her - if I can ever square things with her family.

It's about Miss Kubelik - she's all right again - so she went back home.

Well, it's just that so many things have been happening so fast - I'm very pleased - especially for Miss Kubelik. Now that I've gotten to know her better, I think she's the kind of girl that definitely ought to be married to somebody -

I told you all along. You see, you were wrong about Mr. Sheldrake.

For that matter, you were wrong about me, too. What you said about those who take and those who get took? Well, Mr. Sheldrake was n't using me - I was using him. See?

Last month I was at desk 861 on the nineteenth floor - now I'm on the twenty - seventh floor, paneled office, three windows - so it all worked out fine - we're both getting what we want.

Here's the breakdown of figures on personnel turnover. Thirty - seven percent of our female employees leave to get married, twenty - two percent quit because -

That's right, Mr. Sheldrake. I wo n't be needing it - because I'm all washed up around here.

Just following doctor's orders. I've decided to become a mensch. You know what that means? A human being.

Save it. The old payola wo n't work any more. Goodbye, Mr. Sheldrake.

Me? Oh, you mean my body. Do n't worry, Doc - it'll go to the University - I'll put it in writing -

No, thanks - I do n't feel like it. Look, Doc - in case I do n't see you again - how much do I owe you for taking care of that girl?

Who knows? Another neighborhood - another town - another job - I'm on my own.

Acres of gray steel desk , gray steel filing cabinets , and steel - gray faces under indirect light . One wall is lined with glass - enclosed cubicles for the supervisory personnel . It is all very neat , antiseptic , impersonal . The only human tough is supplied by a bank of IBM machines , clacking away cheerfully in the background .DESK 861 Like every other desk , it has a small name plate attached to the side . This one reads C.C. BAXTER .BAXTER is about thirty , serious , hard - working , unobtrusive . He wears a Brooks Brothers type suit , which he bought somewhere on Seventh Avenue , upstairs . There is a stack of perforated premium cards in front of him , and he is totaling them on the computing machine . He looks off . ELECTRIC WALL CLOCK It shows 5:19 . With a click , the minute hand jumps to 5:20 , and a piercing bell goes off .FULL SHOT - OFFICE Instantly all work stops . Papers are being put away , typewriters and computing machines are covered , and everybody starts clearing out . Within ten seconds , the place is empty - except for Bud Baxter , still bent over his work , marooned in a sea of abandoned desks .STREET IN THE WEST SIXTIES - EVENING Bud , wearing a weather - beaten Ivy League raincoat and a narrow - brimmed brown hat , comes walking slowly down the street skirting the puddles on the sidewalk . He stops in front of a converted brownstone , looks up .The windows on the second floor are lit , but the shades are drawn . From inside drifts the sound of cha cha music .

What used to be the upstairs parlor of a one - family house in the early 1900 's has been chopped up into living room , bedroom , bathroom and kitchen . The wallpaper is faded , the carpets are threadbare , and the upholstered furniture could stand shampooing . There are lots of books , a record player , stacks of records , a television set -LRB- 21 inches and 24 payments -RRB- , unframed prints from the Museum of Modern Art -LRB- Picasso , Braque , Klee -RRB- tacked up on the walls . Only one lamp is lit , for mood , and a cha cha record is spinning around on the phonograph . On the coffee table in front of the couch are a couple of cocktail glasses , a pitcher with some martini dregs , an almost empty bottle of vodka , a soup bowl with a few melting ice cubes at the bottom , some potato chips , an ashtray filled with cigar stubs and lipstick - stained cigarette butts , and a woman 's handbag . MR. KIRKEBY , a dapper , middle - aged man , stands in front of the mirror above the fake fireplace , buttoning up his vest . He does not notice that the buttons are out of alignment .SYLVIA , a first baseman of a dame , redheaded and saftig , comes cha cha - ing into the room , trying to fasten a necklace as she hums along with the music . She dances amorously up to Kirkeby .He helps her with the necklace , then turns off the phonograph .She crosses to the coffee table , starts to pour the remnants of the vodka into the pitcher .

First you ca n't wait to get me up here, and now - rush, rush, rush! Makes a person feel cheap.

Sylvia - sweetie - it's not that - but I promised the guy I'd be out of here by eight o'clock, positively.

I know, Buddy - boy, I know. But those things do n't always run on schedule - like a Greyhound bus.

Sure, sure. Look, kid - I put in a good word for you with Sheldrake, in Personnel.

That's right. We were discussing our department - manpower - wise - and promotion - wise -.

- and I told him what a bright boy you were. They're always on the lookout for young executives.

You're on your way up, Buddy - boy. And you're practically out of liquor.

Well, lay in some vodka and some vermouth - and put my name on it.

And whatever happened to those little cheese crackers you used to have around?

That Kubelik - boy! Would I like to get her on a slow elevator to China.

I'm a pretty good operator myself - but she just wo n't give me a tumble - date - wise.

A lot of guys around here have tried it - all kinds of approaches - no dice. What is she trying to prove?

Premium - wise and billing - wise, we are eighteen percent ahead of last year, October - wise.

Well - it's all right with me, Bud. Let me check. I'll get back to you.

Okay, okay. Look, Sylvia - instead of Friday - could we make it Thursday night?

Bob WHO? - all right, so we'll watch it at the apartment. Big deal.

Last week I had to borrow my nephew's car and take Sylvia to a drive - in in Jersey. I'm too old for that sort of thing - I mean, in a Volkswagen.

Listen, kid - give me a break, will you - how about tomorrow afternoon? I ca n't take her to that drive - in again - the car does n't even have a heater four o'clock - okay?

What's the matter with you, Buddy - boy? I made a reservation for four o'clock, remember?

Baxter, I do n't want to pull rank on you - but I told the lady it was all set - you want to make a liar out of me?

Well, I do n't blame you. So you hit the jackpot, eh kid - I mean, Kubelik - wise?

- so yesterday afternoon I take Sylvia up to the apartment, and guess who he's got stashed away in the bedroom?

Toot? It's more like a lost weekend. Neither of them showed up for work today.

What gripes me is the two of them were guzzling my champagne while Sylvia and I wound up at the Guggenheim Museum.

Some setup you got here. A real, honest - to - goodness love nest.

You got to watch those things. Wives are getting smarter all the time. Take Mr. Bernheim - in the Claims Department - came home one night with lipstick on his shirt - told his wife he had a shrimp cocktail for lunch - so she took it out to the lab and had it analyzed - so now she has the house in Great Neck and the children and the new Jaguar -

Yes? Oh, hello - sure I got home all right - you owe me forty - five cents.

So I figure, a man in his position, he's going to take me to 21 and El Morocco - instead, he takes me to Hamburg Heaven and some schnook's apartment -

Somebody watch my line - there's a swinging party up on the nineteenth floor -

- so I said to him : Never again! - either get yourself a bigger car or a smaller girl -

That's fine. But what are we going to do about grandma and Uncle Herman and Aunt Sophie and my two nieces -

Bud is pacing back and forth , throwing an occasional glance at the lit windows of his apartment . A middle - aged woman with a dog on a leash approaches along the sidewalk . She is MRS. LIEBERMAN , the dog is a Scottie , and they are both wearing raincoats . Seeing them , Bud leans casually against the stoop .She and the Scottie disappear into the house . Bud resumes pacing , his eyes on the apartment windows . Suddenly he stops - the lights have gone out .

Some weather we're having. Must be from all the meshugass at Cape Canaveral.

So who did you think it was - Kris Kringle? What was going on here last night?

All that marching - tramp, tramp, tramp - you were having army maneuvers maybe?

What you get from renting to bachelors. All night I did n't sleep ten minutes - and I'm sure you woke up Dr. Dreyfuss.

I'm warning you, Mr. Baxter - this is a respectable house, not a honky - tonky.

Oh, Mr. Baxter - I'm glad you're here - I was just going to get the passkey.

Kirkeby , in coat and hat , stands in the open doorway of the darkened apartment .Sylvia comes cha cha - ing out , wearing an imitation Persian lamb coat , her hat askew on her head , bag , gloves , and an umbrella in her hand .He locks the door , slips the key under the doormat .She points to his exposed vest . Kirkeby looks down , sees that the buttons are out of line . He starts to rebutton them as they move down the narrow , dimly - lit stairs .

Bud , standing on the sidewalk , sees the front door start to open . He moves quickly into the areaway , almost bumping into the ashcans , stands in the shadow of the stoop with his back turned discreetly toward Kirkeby and Sylvia as they come down the steps .They move down the street . Bud appears from the areaway , glances after them , then mounts the steps , goes through the front door .

There are eight mailboxes . Bud opens his , takes out a magazine in a paper wrapper and a few letters , proceeds up the staircase .

Bud , glancing through his mail , comes up to the door of his apartment . As he bends down to lift the doormat , the door of the rear apartment opens and MRS. DREYFUSS , a jovial well - fed middle - aged woman , puts out a receptacle full of old papers and empty cans . Bud looks around from his bent position .He slides it out from under the mat , straightens up .He ducks into the apartment .

Eggs he asks me for. Oranges. What you need is a good horse - whipping.

From me the doctor has no secrets. Poor girl - how could you do a thing like that?

Big shot! For you, I would n't lift a finger - but for her, I'll fix a little something to eat.

Here. The best thing for dizzy is a little noodle soup with chicken - white meat - and a glass tea.

Beatnik! Go to my kitchen - third drawer, under the good silver, there is napkins.

You must eat - and you must get healthy - and you must forget him. Such a fine boy he seemed when he first moved in here - clean and cut - a regular Ivy Leaguer. Turns out he is King Farouk. Mit the drinking - mit the cha cha - mit the no napkins. A girl like you, for the rest of your life you want to cry in your noodle soup? Who needs it! You listen to me, you find yourself a nice, substantial man - a widower maybe - and settle down - instead of nashing all those sleeping pills - for what, for whom? - for some Good Time Charlie?

Bud snaps on the lights , drops the mail and the key on a small table , looks around with distaste at the mess his visitors have left behind . He sniffs the stale air , crosses to the window , pulls up the shade , opens it wide . Now he takes off his hat and raincoat , gathers up the remains of the cocktail party from the coffee table . Loaded down with glasses , pitcher , empty vodka bottle , ice bowl and potato chips , he starts toward the kitchen . The doorbell rings . Bud stops , undecided what to do with the stuff in his hands , then crosses to the hall door , barely manages to get it open . Mr. Kirkeby barges in past him .He scours the room for the missing galoshes .He exits , shutting the door .He carries his load into the kitchen . The kitchen is minute and cluttered . On the drainboard are an empty vermouth bottle , some ice - cube trays , a jar with one olive in it , and a crumpled potato - chip bag . Bud comes in , dumps his load on the drainboard , opens the old - fashioned refrigerator . He takes out a frozen chicken dinner , turns the oven on , lights it with a match , rips the protective paper off the aluminum tray and shoves it in . Now he starts to clean up the mess on the drainboard . He rinses the cocktail glasses , is about to empty the martini pitcher into the sink , thinks better of it . He pours the contents into a glass , plops the lone olive out of the jar , scoops up the last handful of potato chips , toasts an imaginary companion , and drinks up . Then he pulls a wastebasket from under the sink . It is brimful of liquor bottles , and Bud adds the empty vodka and vermouth bottles and the olive jar . Picking up the heavy receptacle , he carries it through the living room toward the hall door .

The door of Bud 's apartment opens , and Bud comes out with the wastebasket full of empty bottles . Just then , DR. DAVID DREYFUSS , whose wife we met earlier , comes trudging up the stairs . He is a tall , heavy - set man of fifty , with a bushy mustache , wearing a bulky overcoat and carrying an aged medical bag .He starts into the rear apartment as Bud closes the door .

Yeah. Some clown at Schrafft's 57th Street ate a club sandwich, and forgot to take out the toothpick.

Say, Baxter - the way you're belting that stuff, you must have a pair of cast - iron kidneys.

As a matter of fact, you must be an iron man all around. From what I hear through the walls, you got something going for you every night.

You know, Baxter - I'm doing some research at the Columbia Medical Center - and I wonder if you could do us a favor?

When you make out your will - and the way you're going, you should - would you mind leaving your body to the University?

Get that stuff out of her stomach - if it is n't too late. You better put some coffee on - and pray.

If you'd come home half an hour later, you would have had quite a Christmas present.

Fran, I'm a doctor. I'm here because you took too many sleeping pills. Do you understand what I'm saying?

Fran, I'm Dr. Dreyfuss - I'm here to help you. You took all those sleeping pills - remember?

Let's get her walking. We've got to keep her awake for the next couple of hours.

Now walk, Fran. One, two, three, four - one, two, three, four - that's the idea - left, right, left, right - now we turn - one, two, three, four -

Left, right, left, right - walk, walk, walk - one, two, three, four - turn - left, right, left, right - now you got it -

She'll sleep on and off for the next twenty - four hours. Of course, she'll have a dandy hangover when she wakes up -

These cases are harder on the doctor than on the patient. I ought to charge you by the mile.

Well, as a doctor, I guess I ca n't prove it was n't an accident.

But as your neighbor, I'd like to kick your keester clear around the block.

I do n't know what you did to that girl in there - and do n't tell me - but it was bound to happen, the way you carry on. Live now, pay later. Diner's Club!

Why do n't you grow up, Baxter? Be a mensch! You know what that means?

A mansch - a human being! So you got off easy this time - so you were lucky -

But you're not out of the woods yet, Baxter - because most of them try it again!

I do n't want to gloat, but just between us, you had that coming to you.

Tch, tch, tch. Are you going to have a shiner tomorrow. Let me get my bag.

Say, Baxter - we're having a little party and we ran out of ice - so I was wondering -

Booze we do n't need. Why do n't you join us, Baxter? We got two brain surgeons, an ear, nose and throat specialist, a proctologist, and three nurses from Bellevue.

Forget it - I did n't do it as a doctor - I did it as a neighbor.

Bud , loosening his tie , goes into the kitchen , opens the oven , turns off the gas . He takes a coke out of the refrigerator , uncaps it , gets a knife and fork from a drawer , and using his handkerchief as a potholder , pulls the hot aluminum tray out of the oven . He carries everything out into the living room . In the living room , Bud sets his dinner down on the coffee table , settles himself on the couch . He rears up as something stabs him , reaches under his buttocks , pulls out a hairpin . He drops it into an ashtray , tackles his dinner . Without even looking , he reaches over to the end table and presses the remote TV station - selector . He takes a sip from the coke bottle , his eyes on the TV screen across the room . The picture on the TV set jells quickly . Against a background of crisscrossing searchlights , a pompous announcer is making his spiel .There is an extended fanfare . Bud leans forward , chewing excitedly on a chicken leg .Bud , still eating , automatically reaches for the station - selector , pushes the button . A new channel pops on . It features a Western - Cockamamie Indians are attacking a stagecoach . That 's not for Bud . He switches to another station . In a frontier saloon , Gower Street cowboys are dismantling the furniture and each other . Bud wearily changes channels . But he ca n't get away from Westerns - on this station , the U.S. Cavalry is riding to the rescue . Will they get there in time ? Bud does n't wait to find out . He switches channels again , and is back where he started . On the screen , once more , is the announcer standing in front of the crisscrossing searchlights .That does it . Bud turns the set off in disgust . The TV screen blacks out , except for a small pinpoint of light in the center , which gradually fades away . In the bathroom , Bud , in pajamas by now , is brushing his teeth . From the shower rod hang three pairs of socks on stretchers . Bud takes a vial from the medicine shelf , shakes out a sleeping pill , washes it down with a glass of water . He turns the light off , walks into the bedroom . In the bedroom , the single bed is made , and the lamp on the night table is on . Bud plugs in the electric blanket , turns the dial on . Then he climbs into bed , props up the pillow behind him . From the night table , he picks up the magazine that arrived in the mail , slides it out of the wrapper , opens it . It 's the new issue of PLAYBOY . Bud leafs through it till he comes to the piece de resistance of the magazine . He unfolds the overleaf , glances at it casually , refolds it , then turns to the back of the magazine and starts to read . What he is so avidly interested in is the men 's fashion section . There is a layout titled WHAT THE YOUNG EXECUTIVE WILL WEAR with a sub - head reading The Bowler is Back . Illustrating the article are several photographs of male models wearing various styles of bowlers . Bud is definitely in the market for a bowler , but somehow his mind starts wandering . He turns back to the overleaf again , unfolds it , studies it , then holds the magazine up vertically to get a different perspective on the subject . By now the sleeping pill is beginning to take effect , and he yawns . He drops the magazine on the floor , kills the light , settles down to sleep . The room is dark except for the glow from the dial of the electric blanket . Three seconds . Then the phone jangles shrilly in the living room . Bud stumbles groggily out of bed , and putting on his slippers , makes his way into the living room . He switches on the light , picks up the phone .

- from the world's greatest library of film classics, we proudly present -.

Greta Garbo - John Barrymore - Joan Crawford - Wallace Beery - and Lionel Barrymore in -.

But first, a word from our sponsor. If you smoke the modern way, do n't be fooled by phony filter claims -

And now, Grand Hotel - starring Greta Garbo, John Barrymore, Joan Crawford -.

- Wallace Beery, and Lionel Barrymore. But first - a word from our alternate sponsor.

On the night is a hearty man of about forty - five , nothing gut personality , most of it obnoxious . His name is DOBISCH . Outside the booth is a blonde babe , slightly boozed , and beyond there is a suggestion of the packed , smoky joint .BUD - ON PHONE

Hiya, Buddy - boy. I'm in this bar on Sixty - first Street - and I got to thinking about you - and I figured I'd give you a little buzz.

That's okay, Buddy - boy. Now like I was saying, I'm in this joint on Sixty - first - and I think I got lucky -.

Buddy - boy - she wo n't keep that long - not even on ice. Listen, kid, I ca n't pass this up - she looks like Marilyn Monroe.

Look, Baxter - we're making out the monthly efficiency rating - and I'm putting you in the top ten. Now you do n't want to louse yourself up, do you?

It's only eleven - and I just want the place for forty - five minutes.

Let me worry about that. Just leave the key under the mat and clear out.

Do n't worry about the old lady. One squawk from her, and she's out of a job.

I'm sorry about that mess on the living room wall. You see, my little friend, she kept insisting Picasso was a bum - so she started to do that mural - but I'm sure it will wash off - just eyebrow pencil.

I did, did n't I? I distinctly remember bending over and putting it there -

Well, how about that? No wonder I could n't get into the executive washroom this morning.

That's a shame. I'll send the key right down. And about your promotion -.

- I'm sending that efficiency report right up to Mr. Sheldrake, in Personnel. I would n't be surprised if you heard from him before the day is over.

Teamwork - that's what counts in an organization like this. All for one and one for all - know what I mean?

No kidding. Buddy - boy and Kubelik having themselves a little toot!

Of course. There may be a lot of employees here - but we're one big happy family.

The blonde opens the door of the phone booth , leans in .Dobisch shuts the door in her face .BUD - ON PHONE

I mean - barging in on your mother - in the middle of the night?

He hangs up , shuffles back into the bedroom .He reappears from the bedroom , pulling his trousers on over his pajama pants .Putting on his raincoat and hat , Bud opens the hall door , takes the key from the table , shoves it under the doormat . His eyes fall on the Dreyfuss apartment , and there is some concern on his face . He picks up a pad and pencil from the table , prints something in block letters . Tearing off the top sheet , he impales it on the spindle of the phonograph , then walks out , closing the door behind him . The note reads : NOT TOO LOUD , THE NEIGHBORS ARE COMPLAINING !

Bud comes out the door , in slippered feet , pants and raincoat over his pajamas . As he sleep - walks down the steps , a cab pulls up in front of the house . Bud ducks discreetly into the areaway . Mr. Dobisch , bareheaded , emerges cautiously from the cab . Between the fingers of his hands he is carrying four long - stemmed glasses , brimful of stingers . The blonde steps out , holding his hat .Dobisch , his hands full of stingers , turns to the blonde , indicates his pants pocket .The blonde plants the hat on top of his head , unbuttons his overcoat , reaches into his pants pocket . As she does so , she jogs his elbow .The blonde has taken out Dobisch 's money clip , with about a hundred dollars in it .The blonde peels a bill off , hands it to the cabbie , hangs on to the rest of the roll just a second too long .The cab drives off . Dobisch and the blonde start up the steps to the house .In the areaway , Bud has overheard them , and it does n't make him any happier . He steps out on the sidewalk , shuffles down the street .

The blonde and Dobisch , his hands full of stingers , come up to Bud 's door .Automatically , she reaches into his pocket .The blonde unlocks the door to the apartment , opens it .Dobisch nudges her inside with his knee , kicks the door shut behind him . The landing is empty for a second . Then the door of the rear apartment opens , and Dr. Dreyfuss , in a beaten bathrobe , sets out a couple of empty milk bottles with a note in them . Suddenly , from Bud 's apartment , comes a shrill female giggle . Dr. Dreyfuss reacts . Then the cha cha music starts full blast .Shaking his head , he closes the door .

Bud , in raincoat and slippered feet , turns in off the street , plods along a path in the deserted park . He stops at a damp bench under a lamp post , sits . In the background , lights shine from the towering buildings on Central Park South . Bud huddles inside his raincoat , shivering . He is very sleepy by now . His eyes close and his head droops . A gust of wind sends wet leaves swirling across the bench . Bud does n't stir . He is all in . FADE OUT .

It 's a quarter to nine of a gray November morning , and work - bound employees are piling in through the doors . Among them is Bud , bundled up in a raincoat , hat , heavy muffler and wool gloves , and carrying a box of Kleenex . He coughs , pulls out a tissue , wipes his dripping nose . He has a bad cold . The lobby is an imposing , marbled affair , as befits a company which last year wrote 9.3 billion dollars worth of insurance . There are sixteen elevators , eight of them marked LOCAL - FLOORS 1 - 18 , and opposite them eight marked EXPRESS - FLOORS 18 - 37 . The starter , a uniformed Valkyrie wielding a clicker , is directing the flow of traffic into the various elevators . Bud joins the crowd in front of one of the express elevators . Also standing there is Mr. Kirkeby , reading the Herald - Tribune .The elevator doors open , revealing the operator . She is in her middle twenties and her name is FRAN KUBELIK . Maybe it 's the way she 's put together , maybe it 's her face , or maybe it 's just the uniform - in any case , there is something very appealing about her . She is also an individualist - she wears a carnation in her lapel , which is strictly against regulations . As the elevator loads , she greets the passengers cheerfully .Interspersed is an occasional `` Morning , Miss Kubelik '' from the passengers .He takes his hat off - he is the only one . The express is now loaded .

Morning, Mr. Kessel - Morning, Miss Robinson - Morning, Mr. Kirkeby - Morning, Mr. Williams - Morning, Miss Livingston - Morning, Mr. McKellway - Morning, Mr. Pirelli - Morning, Mrs. Schubert -

It was making me nervous, so I chopped it off. Big mistake, huh?

Well, to make the figures come out even - since I have no colds a year - some poor slob must have five colds a year.

You know, you're the only one around here who ever takes his hat off in the elevator.

The characters you meet. Something happens to men in elevators. Must be the change of altitude - the blood rushes to their head, or something - boy, I could tell you stories -

It used to be serious - at least I was - but he was n't - so the whole thing is more or less kaputt.

I'm afraid not. I promised to have a drink with him - he's been calling me all week -

Well, do n't tell the fellows in the office about the appendix. They may get the wrong idea how you found out.

Let's not start on that again, Jeff - please. I'm just beginning to get over it.

Look, Jeff - we had two wonderful months this summer - and that was it. Happens all the time - the wife and kids go away to the country, and the boss has a fling with the secretary or the manicurist - or the elevator girl. Comes September, the picnic is over - goodbye. The kids go back to school, the boss goes back to the wife, and the girl -.

For a while there, you try kidding yourself that you're going with an unmarried man. Then one day he keeps looking at his watch, and asks you if there's any lipstick showing, then rushes off to catch the seven - fourteen to White Plains. So you fix yourself a cup of instant coffee - and you sit there by yourself - and you think - and it all begins to look so ugly -

Sorry, Mr. Sheldrake - I'm full up. You'll have to take the next elevator.

Do I. That leaky little boat you rented - and me in a black negligee and a life preserver -

They got it an a long playing record now - Music to String Her Along By. My wife does n't understand me - We have n't gotten along for years - You're the best thing that ever happened to me -

Let's get something straight, Jeff - I never asked you to leave your wife.

In the last six weeks you've only been in my elevator once - and then you did n't take your hat off.

Do n't be too sure. Just because I wear a uniform - that does n't make me a Girl Scout.

I'm afraid there are too many other girls around here with seniority over me.

Funny thing happened to me at the office party today - I ran into your secretary - Miss Olsen. You know - ring - a - ding - ding? I laughed so much I like to died.

I was never very good at history. Let me see - there was Miss Olsen, and then there was Miss Rossi - no, she came before - it was Miss Koch who came after Miss Olsen -

And just think - right now there's some lucky girl in the building who's going to come after me -

How could I be so stupid? You'd think I would have learned by now - when you're in love with a married man, you should n't wear mascara.

A hundred dollars? I would n't call that cheap. And you must be paying somebody something for the use of the apartment -

Sure. Monday and Thursday - and Monday again - and Thursday again -

My head - it feels like a big wad of chewing gum. What time is it?

But they'll be worried about me - my brother - in - law may be calling the police -

He's a liar. But that's not the worst part of it - the worst part is - I still love him.

What do you call it when somebody keeps getting smashed up in automobile accidents?

That's me with men. I've been jinxed from the word go - first time I was ever kissed was in a cemetery.

I was fifteen - we used to go there to smoke. His name was George - he threw me over for a drum majorette.

I just have this talent for falling in love with the wrong guy in the wrong place at the wrong time.

Three. The last one was manager of a finance company, back home in Pittsburgh - they found a little shortage in his accounts, but he asked me to wait for him - he'll be out in 1965.

So I came to New York and moved in with my sister and her husband - he drives a cab. They sent me to secretarial school, and I applied for a job with Consolidated - but I flunked the typing test -

Oh. I can type up a storm, but I ca n't spell. So they gave me a pair of white gloves and stuck me in an elevator - that's how I met Jeff -.

Maybe he does love me - only he does n't have the nerve to tell his wife.

Of course I'm not here - because the whole thing never happened - I never took those pills - I never loved you - we never even met - is n't that the way you want it?

Yes. I was boiling some water to get the coffee stains out of my dress.

I was washing my stockings, so I decided I might as well do your socks.

When I was straightening up the couch, you know what I found? Six hairpins, a lipstick, a pair of false eyelashes, and a swizzle stick from the Stork Club.

Some people take, some people get took - and they know they're getting took - and there's nothing they can do about it.

I really ought to be getting home. My family will be flipping by now.

I wonder how long it takes to get someone you're stuck on out of your system? If they'd only invent some kind of a pump for that -

No, thanks. The fellows in the office may get the wrong idea how I found out.

Because I took some sleeping pills. But I'm all right now - so let's go.

No. You know how people talk. So I decided it would be better if we did n't see each other till everything is settled, divorce - wise.

I do n't know. I guess that's the way it crumbles - cookie - wise.

Bud is standing right next to Fran as the packed express shoots up .He sniffs , takes out a Kleenex , wipes his nose .The elevator has slowed down , now stops . Fran opens the door .About a third of the passengers get out , including Bud and Mr. Kirkeby . As Kirkeby passes Fran , he slaps her behind with his folded newspaper . Fran jumps slightly .She withdraws her hand into the sleeve of her uniform , and waves the `` amputated '' arm at him .The doors close .

Kirkeby turns away from the elevator , and grinning smugly , falls in beside Bud .Leaving Bud at the employees ' coat - racks , Kirkeby heads toward his office , one of the glass - enclosed cubicles . Bud hangs up his hat and raincoat , stows away the gloves and muffler . Out of his coat pocket he takes a plastic anti - histamine sprayer and a box of cough drops , and still carrying the Kleenex , threads his way to his desk . Most of the desks are already occupied , and the others are filling rapidly . Once seated at his desk , Bud arranges his medicaments neatly in front of him . He takes a Kleenex out of the box , blows his nose , then leaning back in his swivel chair sprays first one nostril , then the other . Suddenly the piercing bell goes off - the workday has begun . Being the ultra - conscientious type , Bud instantly sits upright in his chair , removes the cover from his computing machine , picks up a batch of perforated premium cards , starts entering figures on his computer . After a few seconds , he glances around to make sure that everybody in the vicinity is busy . Then he looks up a number in the company telephone directory , dials furtively .

It is a glass - enclosed cubicle on the twenty - first floor . Through the glass we see another enormous layout of desks , everybody working away . Dobisch is holding the phone in one hand , running an electric shaver over his face with the other .BUD - ON PHONEDOBISCH - ON PHONEBUD - ON PHONEDOBISCH - ON PHONEBUD - ON PHONEDOBISCH - ON PHONEBUD - ON PHONEHe hangs up , feels his forehead . It is warm . Clipped to his handkerchief pocket are a black fountain pen and , next to it , a thermometer in a black case . Bud unclips the thermometer case , unscrews the cap , shakes the thermometer out , puts it under his tongue . He resumes work . A messenger comes up to his desk with an interoffice envelope .He turns away from the messenger , unties the string of the envelope , takes his key out , puts it in a coat pocket . From a trouser pocket , he extracts Dobisch 's key to the executive washroom , slips it discreetly into the envelope , reties it , hands it to the messenger .Puzzled by the whole procedure , the messenger leaves . Bud now removes the thermometer from his mouth , reads it . It 's worse than he thought . He puts the thermometer back in the case , clips it to his pocket , takes his desk calendar out of a drawer , turns a leaf . Under the date WEDNESDAY , NOVEMBER 4 there is an entry in his handwriting - MR. VANDERHOF . Bud consults the telephone directory again , picks up the phone , dials .

This is another glass - enclosed cubicle on another floor . MR. VANDERHOF , a Junior Chamber of Commerce type , is dictating to an elderly secretary who sits across the desk from him .BUD - ON PHONEVANDERHOF - ON PHONEBUD - ON PHONEVANDERHOF - ON PHONEBUD - ON PHONEVANDERHOF - ON PHONEBUD - ON PHONEVANDERHOF - ON PHONEBUD - ON PHONEHe hangs up , riffles through the directory , finds the number , and with a furtive look around , dials again .

That's not like you, Baxter. Just the other day, at the staff meeting, I was telling Mr. Sheldrake what a reliable man you were.

Buddy - boy, that's the worst thing you can do. If you got a cold, you should go to a Turkish bath - spend the night there - sweat it out -

Okay, you made your point. We'll just have to do it next Wednesday - that's the only night of the week I can get away.

Quite an office - name on the door - rug on the floor - the whole schmear.

All right, so you got yourself a girl - that's okay with us - but not every night of the week.

Also glass - enclosed , but slightly larger than the others . MR. EICHELBERGER , a solid citizen of about fifty , is displaying some mortgage graphs to three associates . A fourth one has answered the phone .Eichelberger puts the charts down , takes the phone .BUD - ON PHONEHe hangs up , consults the directory , starts to dial a number .

What's your problem? - Wednesday is out? - oh - that throws a little monkey wrench into my agenda - Thursday? No, I'm all tied up on Thursday - let's schedule that meeting for Friday.

It 's another of those glass - enclosed cubicles , on the nineteenth floor . Kirkeby is talking into a dictaphone .The phone has been ringing . Kirkeby switches off the machine , picks up the phone .BUD - ON PHONEKIRKEBY - ON PHONEHe presses down the button on the cradle , dials Operator .

There is a double switchboard in the center , with nine girls on each side , all busy as beavers . In the foreground we recognize Sylvia , Kirkeby 's date of last night .The girl next to her turns and holds out a line .Sylvia plugs the call into her own switchboard .KIRKEBY - ON PHONESYLVIA - AT SWITCHBOARDKIRKEBY - ON PHONE

Bud , at his desk , is on the phone .During this , the phone has rung at the next desk , and the occupant , MR. MOFFETT , has picked it up . As Bud hangs up -He jumps up , stuffs the nose - spray into one pocket , a handful of Kleenex into the other .Bud snake - hips between the desks like a broken - field runner . At the elevator , Bud presses the UP button , paces nervously . One of the elevator doors opens , and as Bud starts inside , the doors of the adjoining elevator open , and Fran Kubelik sticks her head out .Hearing her voice , Bud throws a quick `` Excuse me '' to the other operator , exits quickly and steps into Fran 's elevator .Fran shuts the doors .

She's been trying to reach you for the last twenty minutes. They want you up stairs.

Fran presses a button , and the elevator starts up .The elevator has stopped , and Fran opens the doors .

It is pretty plush up here - soft carpeting and tall mahogany doors leading to the executive offices . The elevator door is open , and Bud steps out .She takes the carnation out of her lapel , starts to put it in Bud 's buttonhole .The elevator buzzer is now sounding insistently . Fran steps back inside .She shuts the doors . Bud looks after her , then takes a Kleenex out of his pocket , and wiping his nose , crosses to a glass door marked J. D. SHELDRAKE , DIRECTOR OF PERSONNEL . He stashes the used Kleenex away in another pocket , enters .

It is a sedate office with a secretary and a couple of typists . The secretary 's name is MISS OLSEN . She is in her thirties , flaxen - haired , handsome , wears harlequin glasses , and has an incisive manner . Bud comes up to her desk .She indicates the door leading to the inner office . Bud squares his shoulders and starts in .

I called you - that is, I tried to call you - for twenty minutes.

So you do n't have to play innocent with me. He used to tell his wife that I was the branch manager from Seattle - four years ago when we were having a little ring - a - ding - ding.

And before me there was Miss Rossi in Auditing - and after me there was Miss Koch in Disability - and just before you there was Miss What's - Her - Name, on the twenty - fifth floor -

What for? You have n't done anything - it's him - what a salesman - always the last booth in the Chinese restaurant - and the same pitch about divorcing his wife - and in the end you wind up with egg foo yong on your face.

You let me go four years ago, Jeff. Only you were cruel enough to make me sit out there and watch the new models pass by.

Hello, Mrs. Sheldrake? This is Miss Olsen - fine, thank you - Mrs. Sheldrake, I was wondering if we could have lunch together? - well, I do n't know how important it is, but I think you might find it educational - it concerns your husband - all right, one o'clock, at Longchamp's, Madison and 59th.

Mr. Sheldrake is a $ 14,000 a year man , and rates a four - window office . It is not quite an executive suite , but it is several pegs above the glass cubicles of the middle echelon . There is lots of leather , and a large desk behind which sits MR. SHELDRAKE . He is a substantial looking , authoritative man in his middle forties , a pillar of his suburban community , a blood donor and a family man . The latter is attested to by a framed photograph showing two boys , aged 8 and 10 , in military school uniforms . As Baxter comes through the door , Sheldrake is leafing through Dobisch 's efficiency report . He looks up at Bud through a pair of heavy - rimmed reading glasses .He seats himself on the very edge of the leather armchair facing Sheldrake .Sheldrake puts the report down , takes off his glasses , leans across the desk toward Bud .Bud does so . For a moment , he is a picture of intense concentration . Then -He whips out the nasal - spray , administers a couple of quick squirts up each nostril .In his vehemence he squeezes the spray bottle , which squirts all over the desk .The phone buzzer sounds , and Sheldrake picks up the phone .

Been hearing some very nice things about you - here's a report from Mr. Dobisch - loyal, cooperative, resourceful -

And Mr. Kirkeby tells me that several nights a week you work late at the office - without overtime.

Mr. Vanderhof, in Public Relations, and Mr. Eichelberger, in Mortgage and Loan - they'd both like to have you transferred to their departments.

Look, Baxter, I'm not stupid. I know everything that goes on in this building - in every department - on every floor - every day of the year.

In 1957, we had an employee here, name of Fowler. He was very popular, too. Turned out he was running a bookie joint right in the Actuarial Department tying up the switchboard, figuring the odds on our I.B.M. machines - so the day before the Kentucky Derby, I called in the Vice Squad and we raided the thirteenth floor.

There's a certain key floating around the office - from Kirkeby to Vanderhof to Eichelberger to Dobisch - it's the key to a certain apartment - and you know who that apartment belongs to?

Baxter, an insurance company is founded on public trust. Any employee who conducts himself in a manner unbecoming -.

How many charter members are there in this little club of yours?

That's not the point. Four rotten apples in a barrel - no matter how large the barrel - you realize that if this ever leaked out -

Yes, dear - I called you earlier - where were you? Oh, you took Tommy to the dentist -

The reason I called is - I wo n't be home for dinner tonight. The branch manager from Kansas City is in town - I'm taking him to the theatre Music Man, what else? No, do n't wait up for me - ` bye, darling.

I'm not just giving those tickets, Baxter - I want to swap them.

It also says here - that you are alert, astute, and quite imaginative -

That's good thinking, Baxter. Next month there's going to be a shift in personnel around here - and as far as I'm concerned, you're executive material.

You do n't know what it's like - standing next to you in that elevator, day after day - Good morning, Miss Kubelik - Good night, Mr. Sheldrake - I'm still crazy about you, Fran.

How do you think I felt - riding home on that seven - fourteen train?

You're not giving me a chance, Fran. I asked you to meet me because - I have something to tell you.

I saw my lawyer this morning - I wanted his advice - about the best way to handle it -

Do n't thank me - thank your friends here - they're the ones who recommended you.

I like the way you handled that. Well, how does it feel to be an executive?

Say, Baxter, about the apartment - now that you got a raise, do n't you think we can afford a second key?

No, you do n't understand. She's a busybody - always poking her nose into things - and with that key passing back and forth - why take chances?

You know how it is - sooner or later they all give you a bad time.

You see a girl a couple of times a week - just for laughs - and right away she thinks you're going to divorce your wife. I ask you - is that fair?

You know, Baxter, I envy you. Bachelor - all the dames you want - no headaches, no complications -

Come on, Fran - do n't be like that. You just going to sit there and keep bawling?

Look, I know you think I'm stalling you. But when you've been married to a woman for twelve years, you do n't just sit down at the breakfast table and say `` Pass the sugar - and I want a divorce.'' It's not that easy.

Anyway, this is the wrong time. The kids are home from school - my in - laws are visiting for the holidays - I ca n't bring it up now.

This is n't like you, Fran - you were always such a good sport - such fun to be with -

Is that what's been bothering you - Miss Olsen? That's ancient history.

Okay, okay, Fran. I deserve that. But just ask yourself - why does a man run around with a lot of girls? Because he's unhappy at home - because he's lonely, that's why - all that was before you, Fran - I've stopped running.

Oh. Our friend from the Chinese restaurant. Thanks, Fran. We better keep it here.

I have a present for you. I did n't quite know what to get you - anyway it's a little awkward for me, shopping -.

- so here's a hundred dollars - go out and buy yourself something.

Fran, it's a quarter to seven - and I must n't miss the train - if we had n't wasted all that time - I have to get home and trim the tree -

Do n't ever talk like that, Fran! Do n't make yourself out to be cheap.

One of our employees had an accident - I do n't know why they bother me with these things on Christmas Day.

You'll have to handle this situation yourself - as a matter of fact, I'm counting on you -

Thank you for giving that little pep talk to Miss Kubelik at the office party.

You bet it wo n't. I'll arrange for you to get a month's severance pay -.

This is Mr. Sheldrake. I'd like Mr. Baxter's home telephone number - that's C.C. Baxter, in Ordinary Premium Accounting -

Like what? Put yourself in my place, Baxter - how can I help her - my hands are tied -

Fran, why did you do it? It's so childish - and it never solves anything - I ought to be very angry with you, scaring me like that - but let's forget the whole thing - pretend it never happened - what do you say, Fran?

There you go again - you know I did n't mean it that way, Fran. Just get well - do what the nurse tells you - I mean Baxter - and I'll see you as soon as I can. Bye, Fran.

And I've got good news for you, Baxter. All your troubles are over.

I know how worried you were about Miss Kubelik - well, stop worrying - I'm going to take her off your hands.

I've moved out of my house - I'm going to be staying in town, at the Athletic Club.

Well, if you must know - I fired my secretary, my secretary got to my wife, and my wife fired me. Ai n't that a kick in the head?

My assistant, Roy Thompson, has been shifted to the Denver office, and you're taking his place.

Oh, sure, sure. But first the property settlement has to be worked out - then it takes six weeks in Reno - meanwhile, I'm going to enjoy being a bachelor for a while.

Oh, by the way, you can now have lunch in the executive dining room -

That's just one of the privileges that goes with this job. You also get a nice little expense account, the use of the executive washroom -.

Me, too. I'm taking Miss Kubelik out - I finally talked her into it -

The only thing is I'm staying at the Athletic Club - and it's strictly stag so if you do n't mind -

You know that other key to your apartment - well, when we had that little scare about Miss Kubelik, I thought I'd better get rid of it quick - so I threw it out the window of the commuter train.

Baxter, I picked you for my team because I thought you were a bright young man. You realize what you're doing? Not to me - but to yourself. Normally it takes years to work your way up to the twenty - seventh floor - but it takes only thirty seconds to be out on the street again. You dig?

I rented a car - it's going to be here at one o'clock - we're driving to Atlantic City.

I know it's a drag - but you ca n't find a hotel room in town - not on New Year's Eve.

I did n't plan it this way, Fran - actually, it's all Baxter's fault.

Just walked out on me - quit - threw that big fat job right in my face.

That little punk - after all I did for him! He said I could n't bring anybody to his apartment - especially not Miss Kubelik. What's he got against you, anyway?

Miss Olsen is on the phone .She presses a button down , starts to hang the phone up , glances around to see if the typists are watching , then raises the receiver to her ear and eavesdrops on the conversation .

Sheldrake is talking into the phone .During this , Bud has risen from his chair , started inching toward the door .Sheldrake picks up the Dobisch reports , puts on his glasses , turns a page .He reaches into his coat pocket , fishes out a handful of Kleenex , and then finally the key to his apartment . He holds it up .Bud lays the key on the desk , unclips what he thinks is his fountain pen , uncaps it , starts writing on the pad .Suddenly he realizes that he has been trying to write the address with the thermometer .He has replaced the thermometer with the fountain pen , and is scribbling the address .He has finished writing the address , shoves the pad over to Sheldrake .Clutching the tickets , he backs out of the office .

It is about 6:30 , and the building has pretty well emptied out by now . Bud , in raincoat and hat , is leaning against one of the marble pillars beyond the elevators . His raincoat is unbuttoned , and Fran 's carnation is still in his lapel . He is looking off expectantly toward a door marked EMPLOYEES ' LOUNGE - WOMEN . Some of the female employees are emerging , dressed for the street . Among them are Sylvia and her colleague from the switchboard .They pass Bud without paying any attention to him . Bud has heard the crack , and looks after Sylvia , a little hurt . Then he glances back toward the door of the lounge , as it opens and Fran Kubelik comes out . She is wearing a wool coat over a street dress , no hat .She is about three paces beyond him when he suddenly realizes who it is .She proceeds across the lobby toward the street entrance , Bud following her .He follows her out through the revolving doors .

Fran and Bud come out .Bud nods happily , falls in beside her as she starts down the street .They have now reached the corner , and Fran stops .He watches her walk away , an idiot grin on his face . Despite what he told Fran , his nose is stuffed up , so he takes out the anti - histamine and sprays his nostrils . Then , carried away , he squirts some of the stuff on the carnation in his buttonhole , moves off in the opposite direction .

Fran comes hurrying along the street . She is late . Her objective is a small Chinese restaurant , with a neon sign reading THE RICKSHAW - COCKTAILS - CANTONESE FOOD . She starts down a flight of steps leading to the entrance .

The bar is a long , narrow , dimly - lit room with booths along one side . Beyond a bamboo curtain is the main dining room , which does not concern us . The place is decorated in Early Beachcomber style rattan , fish - nets , conch - shells , etc. . The help is Chinese . At this early hour , there are only half a dozen customers in the place - all at the bar except for one man , sitting in the last booth with his back toward camera . At a piano , a Chinese member of Local 808 is improvising mood music . Fran comes through the door , and without looking around , heads straight for the last booth . The bartender nods to her - they know her there . As she passes the piano player , he gives her a big smile , segues into JEALOUS LOVER . Fran comes up to the man sitting in the last booth .Sheldrake , for that 's who it is , looks around nervously to make sure no one has heard her .A waiter comes up with a tray : two daiquiris , fried shrimp , eggrolls , and a bowl of sauce .The waiter has set everything on the table , leaves .There are tears in her eyes . She breaks off , downs what 's left of the daiquiri .She takes out an inexpensive square compact with a fleur de lis pattern on it , opens it , starts to fix her face . The waiter comes up with a couple of menus .

It is 8:25 , and there is the usual hectic to - do - taxis pulling up , people milling around the sidewalk and crowding into the lobby . In the middle of this melee , buffeted by the throng , stands Bud , in raincoat and hat , looking anxiously for Fran .

Fran and Sheldrake , in the booth , are working on the second round of drinks .He takes her hand , kisses it . The bar has been filling up , and now two couples are seating themselves in a nearby booth . One of the women is Miss Olsen .She indicates the other customers . Sheldrake glances over his shoulder .They rise . Sheldrake leaves some money on the table , leads Fran toward the entrance . As they pass Miss Olsen 's booth , she turns around slowly , and putting on her glasses , looks after them . Sheldrake slips a bill to the piano player , who gives them a big smile , slides into JEALOUS LOVER again . Retrieving his hat and coat from the checkroom girl , Sheldrake steers Fran through the door . Miss Olsen watches them with a cold smile .

Fran and Sheldrake come up the steps .It passes without stopping .Another taxi approaches . Sheldrake gives a shrill whistle , and it pulls up . He opens the door .He helps her into the cab , takes out of his coat pocket the page from the pad on which Bud wrote the address of the apartment .He gets in beside Fran , shuts the door . As the cab pulls away , through the rear window the two can be seen kissing .

It 's 9 o'clock , the lobby is deserted , and standing on the sidewalk all by himself , is Bud . He takes a Kleenex out of his pocket , blows his nose , stuffs the used Kleenex in another pocket . He looks up and down the street , consults his watch , decides to wait just a little longer . BAXTER 'S DESK CALENDAR The leaves are flipping over . Mr. Sheldrake seems to be using The Apartment regularly - for the name Sheldrake , in Bud 's handwriting , appears on the pages dated Monday , November 9 , Thursday , November 12 , Thursday , November 19 , Monday , November 23 , and Monday , November 30 . Mr. Sheldrake also seems to be Baxter 's only customer by now , since the other leaves of the calendar are blank .

It is a gloomy December morning , and hundreds of desk - bound employees are bent over their paper - work . Bud Baxter , in raincoat and hat , is clearing out his desk . He has piled everything on his blotter pad - reference books , papers , a fountain pen set , pencils , paper clips and the calendar . Watching him from the next desk is a dumbfounded Moffett . Bud picks up the blotter pad with his stuff on it , and as he moves past Moffett 's desk , Moffett takes out a dollar bill , drops it grudgingly on the loaded pad . Bud flashes him a little grin , continues between the desks toward the row of glass - enclosed offices housing the supervisory personnel . He comes up to an unoccupied cubicle . A sign painter is brushing in some new lettering on the glass door - it reads C. C. BAXTER , Second Administrative Assistant . Bud studies the sign with a good deal of satisfaction .With an `` Oh , '' the painter opens the door for him .

Bud enters his new office , deposits his stuff on the bare desk , looks around possessively . The small cubicle boasts one window , carpeting on the floor , a filing cabinet , a couple of synthetic - leather chairs , and a clothes - tree - to Bud , it is the Taj Mahal . He crosses to the clothes - tree , removes his hat and coat , hangs them up . From OFF comes -Bud turns . Kirkeby , Dobisch , Eichelberger and Vanderhof have come into the office .Kirkeby signals to Vanderhof , who shuts the door . The four charter members of the club start closing in on Bud .He has picked up the desk calendar , shoves it discreetly into one of the drawers .He deliberately flips a cigar ash on Bud 's desk . At the same time , the door opens , and Sheldrake comes striding in briskly .The others swivel around .The four friends manage to work up some sickly smiles .They leave . Sheldrake and Bud are alone .He glances toward the glass partitions to make sure that nobody is watching .Out of his pocket he has slipped the compact with the fleur - de - lis pattern we saw Fran use at the Rickshaw . He holds it out to Sheldrake .Sheldrake exits . Bud takes the calendar out of the desk drawer , makes an entry . BAXTER 'S DESK CALENDAR Again the leaves are flipping over , and again we see Sheldrake 's name in Bud 's handwriting - booked for the following dates : Monday , December 14 , Thursday , December 17 , Monday , December 21 , Thursday , December 24 .

Perched on top of the switchboard is a small decorated Christmas tree , and the operators are dispensing holiday greetings to all callers .In the foreground , Sylvia is engaged in a private conversation of her own .She tears off her headset , and turns to the other girls .She scoots out the door . The other girls immediately abandon their posts , and dash after her .

Consolidated Life - Merry Christmas - I'll connect you - Consolidated Life - Merry Christmas - I'm ringing -

It 's a swinging party , all right . Nobody is working . Several desks have been cleared and pushed together , and on top of this improvised stage four female employees and Mr. Dobisch , with his pants - legs rolled up , are doing a Rockette kick routine to the tune of JINGLE BELLS . Employees are ringed around the performers , some drinking out of paper cups , others singing and clapping in rhythm . One of the cubicles has been transformed into a bar , and it is jammed with people . Mr. Kirkeby and Mr. Vanderhof are pouring - each has a couple of bottles of liquor in his hands , and is emptying them into the open top of a water - cooler . But the stuff is flowing out as fast as it flows in - everybody is in line with a paper cup waiting for a refill . Bud comes shouldering his way out of the crowded cubicle , holding aloft two paper cups filled with booze . Since his promotion he has bought himself a new suit , dark flannel , and with it he wears a white shirt with a pinned round collar , and a foulard tie . He also has quite a glow on . Detouring past necking couples , he heads in the direction of the elevators . The doors of Fran 's elevator are just opening , and the switchboard operators , led by Sylvia , come streaming out .As they head for the party , they pass Bud , who is approaching the elevator with the two drinks . Fran is just closing the elevator doors .The doors slide open again , and Fran looks out . Instead of the customary carnation in the lapel of her uniform , she wears a sprig of holly .They down their drinks . Bud takes the empty cup from her .He reaches into the elevator , takes a cardboard sign off a hook , hangs it on the elevator door . It reads USE OTHER ELEVATOR .They have now reached the entrance to the bar , which is overflowing with thirsty natives .He leaves her outside the cubicle , and elbows his way through the crowd toward the booze - filled water cooler . Out of another cubicle comes Miss Olsen , cup in hand . She too has had quite a few . Seeing Fran , she walks up to her , with an acid smile on her face .Bud comes burrowing out of the crowded cubicle , balancing the two filled paper cups , spots Fran .Fran turns away from Miss Olsen .She moves off as Bud joins Fran , who is looking a little pale .

Bud ushers Fran in , and is confronted by a strange couple necking in the corner . He gestures them out , crosses to his desk .From under the desk he has produced a hatbox , and out of the hatbox a black bowler , which he now puts on his head .Fran looks at him blankly , absorbed in her own thoughts .He has picked up a Christmas card from his desk , shows it to Fran . It is a photograph of the Sheldrake clan grouped around an elaborate Christmas tree - Mr. and Mrs. Sheldrake , the two boys in military school uniforms , and a big French poodle . Underneath it says : SEASON 'S GREETINGS from the SHELDRAKES . Emily , Jeff , Tommy , Jeff Jr. , and Figaro .Fran takes her compact out of her uniform pocket , opens it , hands it to Bud .His voice trails off . There is something familiar about the cracked mirror of the compact - and the fleur - de - lis pattern on the case confirms his suspicion . Fran notices the peculiar expression on his face .The phone has started to ring . Bud does n't hear it . He closes the compact , hands it to Fran .She exits , closing the door . Bud takes his hand off the mouthpiece .He hangs up , stands there for a moment , the bowler still on his head , the noise from the party washing over him . He slowly crosses to the clothes - tree . picks up his coat - a new , black chesterfield . With the coat over his arm , he starts out of the office .

The party has picked up tempo . On top of the desks , Sylvia is doing a mock strip tease - without taking any clothes off . There is hollering , drinking and clapping all around her . Bud moves past the floor show , paying no attention . Kirkeby spots him , detaches himself from the cheering section around Sylvia .Bud ignores him , continues walking through the ranks of empty desks .

It is six o'clock , and the joint is crowded with customers having one for the road before joining their families for Christmas Eve . There are men with gaily wrapped packages , small trussed - up Christmas trees , a plucked turkey in a plastic bag . Written across the mirror behind the bar , in glittering white letters , is HAPPY HOLIDAYS . Everybody is in high spirits , laughing it up and toasting each other . Everybody except Bud Baxter . He is standing at the bar in his chesterfield and bowler , slightly isolated , brooding over an almost empty martini glass . The bartender comes up , sets down a fresh martini with an olive on a toothpick , takes his payment from a pile of bills and coins lying in front of Bud . Bud fishes out the olive , adds it to half a dozen other impaled olives neatly arranged in fan shape on the counter . He is obviously trying to complete the circle . A short , rotund man dressed as Santa Claus hurries in from the street , and comes up to the bar beside Bud .He laughs uproariously at his own joke , nudges Bud with his elbow . Bud stares at him coldly , turns back to his martini . The laughter dies in Santa Claus ' throat . He gets his short of bourbon , moves down the bar to find more convivial company . Standing near the end of the curved bar is a girl in her middle twenties wearing a ratty fur coat . Her name is MARGIE MacDOUGALL , she is drinking a Rum Collins through a straw , and she too is alone . From a distance , she is studying Bud with interest . On the bar in front of her is a container of straws in paper wrappers . She takes one of them out , tears off the end of the paper , blows through the straw - sending the wrapper floating toward Bud . The paper wrapper passes right in front of Bud 's nose . He does n't notice it . Margie , undaunted , lets go with another missile . This time the wrapper lands on the brim of Bud 's bowler . No reaction . Another wrapper comes floating in , hits Bud 's cheek . He never takes his eye off his martini . Margie leaves her place , and carrying her handbag and her empty glass , comes up alongside Bud . Without a word , she reaches up and removes the wrapper from Bud 's bowler .Not waiting for an answer , she heads for the juke box . Bud looks after her noncommittally , then turns to the bartender .At the juke box , Margie has dropped a coin in and made her selection . The music starts - ADESTE FIDELIS . She rejoins Bud at the bar just as the bartender is putting down their drinks in front of them . Bud removes the new olive , adds it to the pattern on the counter in front of him . They both drink , staring straight ahead . For quite a while , there is complete silence between them .They sit there silently for a moment , contemplating the injustices of the world .They both drink .

Hey, Charlie - give me a shot of bourbon - and step on it - my sleigh is double parked.

Because as far as I'm concerned, he's a no good fink. Two weeks ago I wrote him a letter - never even answered me.

Mickey? He would n't do nothing like that. He's a jockey. They caught him doping a horse.

'T was the night before Christmas And all through the house Not a creature was stirring - Nothing - No action - Dullsville!

A night like this, it sort of spooks you to walk into an empty apartment.

Poor Mickey - when I think of him all by himself in that jail in Havana -.

He's so cute - five - foot - two - ninety - nine pounds. like a little chihuahua.

I broke a nail trying to get the ice - tray out. You ought to buy yourself a new refrigerator.

What's all this running around? You're going to wear yourself out.

You bet I will. And when I tell him how you treated me, he'll push your face in.

The living room is dark , except for a shaft of light from the kitchen , and the glow of the colored bulbs on a small Christmas tree in front of the phony fireplace . Hunched up in one corner of the couch is Fran , still in her coat and gloves , crying softly . Pacing up and down is Sheldrake . His coat and hat are on a chair , as are several Christmas packages . On the coffee table are an unopened bottle of Scotch , a couple of untouched glasses , and a bowl of melting ice .Fran has taken a handkerchief out of her bag and is dabbing her eyes .She hands him a flat , wrapped package .He strips away the wrapping to reveal a long - playing record . The cover reads : RICKSHAW BOY - Jimmy Lee Kiang with Orchestra .He holds the money out , but she does n't move . Sheldrake slips the bill into her open bag .Fran gets up slowly and starts peeling off her gloves . Sheldrake looks at her , then glances nervously at his wrist watch .Fran has started to remove her coat .Sheldrake hurriedly puts on his hat and coat , gathers up his packages .Holding the packages to one side , he tries to kiss her on the mouth .He kisses her on the cheek , hurries out of the apartment , closing the door . Fran stands there for a while , blinking back tears , then takes the long - playing record out of its envelope , crosses to the phonograph . She puts the record on , starts the machine - the music is JEALOUS LOVER . As it plays , Fran wanders aimlessly around the darkened room , her body wracked by sobs . Finally she regains control of herself , and picking up her handbag , starts through the bedroom toward the bathroom . In the bathroom , Fran switches on the light , puts her bag on the sink , turns on the faucet . Scooping up some water , she washes the smeared mascara away , then turns the faucet off , picks up a towel As she is drying her face , she notices in the pull - away shaving mirror the magnified reflection of a vial of pills on the medicine shelf . Fran reaches out for the vial , turns it slowly around in her hand . The label reads : SECONAL - ONE AT BEDTIME AS NEEDED FOR SLEEP . Fran studies the label for a second , then returns the vial to the shelf . She opens her handbag , takes out a lipstick . As she does so , she sees the hundred dollar bill Sheldrake left in the bag . Her eyes wander back to the vial on the medicine shelf . Then very deliberately she picks up Bud 's mouthwash glass , removes the two toothbrushes from it , turns on the faucet , starts filling the glass with water .

The joint is deserted now except for the Santa Claus , who is leaning against the bar , quite loaded , and Bud and Margie MacDougall , who are dancing to a slow blues coming from the juke box . Bud is still in his overcoat and bowler , and Margie is wearing her fur coat . The bartender is sweeping up the place .He polishes off his drink , walks out unsteadily . The bartender approaches the dancers .Bud and Margie ignore him , continue dancing - or rather swaying limply cheek - to - cheek . The bartender crosses to the juke box , pulls the plug out . The music stops , but not Bud and Margie - they continue dancing .He goes to the front of the bar , starts to extinguish the lights . Margie picks up her handbag from the bar , and Bud downs the remains of his drink .He leads her through the dark bar toward the entrance . The bartender holds the door open for them as they go out .

Bud and Margie come walking down the street . As they reach the house , Bud starts up the steps , but Margie continues along the sidewalk .Margie , realizing her mistake , hurries back to join him .They pass through the front door into the vestibule .

Bud and Margie are mounting the stairs toward the apartment .Bud has taken the key out of his pocket , opened the door to his apartment .He ushers her in .

It is exactly the way we left it . There is no sign of Fran , except for the gloves she dropped on the coffee table earlier . Bud switches on the light , shuts the door .She takes the bowl of melted ice Bud has handed her , disappears into the kitchen . As Bud starts to remove his coat , he becomes aware of a scratching noise from the phonograph . He crosses to it , sees that the needle is stuck in the last groove of a long - playing record . Bud lifts the record off , examines it curiously , then puts it aside and substitutes the cha cha record . As the music starts , he dances over to the coat - rack beside the door , hangs up his chesterfield and bowler . He turns back into the room , still dancing , suddenly spots Fran 's gloves on the coffee table . He picks up the gloves , looks around for some convenient place to get rid of them . Moving over to the bedroom door , he opens it , tosses the gloves toward the bed inside . He shuts the door , starts to turn away , freezes in a delayed reaction to something he saw inside . He quickly opens the door again , looks . Sprawled across the bed , on top of the bedspread , is Fran . The light from the bathroom falls across her . She is fully dressed , still in her coat , and apparently asleep . Bud steps into the bedroom , closing the door behind him , walks over to Fran .She does n't respond . But something falls out of her hand , rolls across the bed . Bud picks it up , looks at it - it is his sleeping - pill vial , now uncapped and empty .For a second he is paralyzed . Then he drops the vial , grabs Fran , lifts her into a sitting position on the bed , shakes her violently .Fran 's head droops to one side , like a rag doll 's . Bud lets go of her , rushes out . In the living room , the phonograph is still cha cha - ing away . Bud dashes to the phone , picks it up . Then it occurs to him that he does n't know whom to call and he hangs up . Out of the kitchen comes Margie , with a bowlful of ice cubes .Bud , not listening , runs past her to the hall door and out .

Bud arrives at the door of the Dreyfuss apartment , starts ringing the doorbell and pounding with his fist .The door opens , and Dr. Dreyfuss stands there sleepily , pulling on his beaten bathrobe .He disappears from the doorway .Bud turns and runs back into his apartment .

Margie has settled herself comfortably on the couch , and is fixing the drinks . The cha cha music is still going . Bud comes flying in , heads for the bedroom .Bud stops in his tracks , suddenly aware of her .Bud strides over to her purposefully , yanks her up to her feet .Dr. Dreyfuss comes hurrying in , carrying his medical bag . He stops , bewildered by the sound of music and the sight of a wide - awake girl in the apartment .Dr. Dreyfuss proceeds into the bedroom .Bud reaches under the coffee table , where she left her shoes , retrieves them .Bud shoves the shoes at her , takes a bill out of his wallet , hands it to her .Bud slams the door shut , starts toward the bedroom . Halfway there , he becomes aware that the cha cha record is still on . He detours to the phonograph , switches it off , continues into the bedroom . In the bedroom , the overhead light is on , and Dr. Dreyfuss is working on the unconscious Fran . He has removed her coat , and is shining a flashlight into her eyes , examining her pupils . Bud approaches the bed worriedly .Dr. Dreyfuss ignores him . Out of his medical bag , he takes a stomach tube with a rubber funnel at the end . Then he starts to lift Fran off the bed .Between them , they get Fran into an upright position .They half - carry , half - drag Fran 's limp form toward the bathroom .Bud starts away as Dr. Dreyfuss takes Fran into the bathroom . Bud loses no time getting into the kitchen . He fills an aluminum kettle with water , strikes a match , lights the gas burner , puts the kettle on . Then he takes a jar of instant coffee and a chipped coffee mug out of the cupboard , shakes an excessive portion of coffee into the mug , sticks a spoon in it . He watches the kettle for a moment , mops his brow with a handkerchief , then starts back toward the bedroom . Bud crosses the bedroom to the half - open door of the bathroom , looks in anxiously . From inside come the sounds of a coughing spasm and running water . Bud turns away , undoes his tie and collar , paces the bedroom floor . Something on the night table attracts his attention - resting against the base of the lamp is a sealed envelope . Bud picks it up - on it , in Fran 's handwriting , is one word , JEFF . He turns the letter over in his hand , trying to decide what to do with it . Dr. Dreyfuss emerges from the bathroom , carrying a pale , still unconscious Fran . Bud quickly conceals the suicide note behind his back .He lugs Fran into the living room . Bud stashes the letter in his back pocket , picks up the medical bag , follows them . In the living room , Dr. Dreyfuss lowers Fran into a chair . Her chin falls to her chest . Dreyfuss takes the bag from Bud , fishes out a hypodermic syringe , draws 2 c.c. 's from a bottle of picrotoxin .Bud does so . Dr. Dreyfuss hands the hypodermic to Bud , searches for a spot for the injection .He swabs the spot with alcohol , takes the hypodermic back from Bud .Bud just stands there , taking it . Fran stirs slightly , and from her parched lips comes a low moan . Dr. Dreyfuss grabs her by the hair , lifts her head up .With his free hand , Dr. Dreyfuss slaps Fran viciously across the face . Bud winces . Dreyfuss , still holding Fran by the hair , takes a box of ammonia ampules out of his bag . He crushes one of the ampules in his hand , passes it under her nose . Fran tries to turn her head away . Dreyfuss slaps her again , hard , crushes another ampule , repeats the process . Bud is watching tensely . From the kitchen comes the whistle of the boiling kettle , but Bud pays no attention .Bud hurries into the kitchen . He turns off the gas , pours the boiling water into the mug with the instant coffee , stirs it . From off , come the sounds of more slapping and some moaning . Bud carries the coffee out . In the living room , Dr. Dreyfuss is working another ammonia ampule under Fran 's nose . Her eyes start fluttering . Dreyfuss takes the coffee mug from Bud , forces it between Fran 's lips , pours coffee into her mouth . Fran resists instinctively , half the coffee dribbling over her chin and dress , but Dr. Dreyfuss keeps at it .Bud complies promptly - pulls up the shades , opens the windows wide .Bud picks up the mug , leaves .Bud is coming back with the coffee .Bud throws Dr. Dreyfuss a look , as if to say that Fran 's mind still was n't functioning properly .He forces her to swallow some coffee .They lift her from the chair , and each draping one of her arms over his shoulder , they start to walk her up and down the room .At first , Fran 's feet just drag along the floor between them . But gradually , as Dr. Dreyfuss ' voice continues droning hypnotically , she falls into the rhythm of it , repeating the words after him and putting her weight on her feet .

Through the bedroom window comes the first faint light of dawn . Fran has been put to bed by an exhausted Dr. Dreyfuss . She is in her slip , and Dreyfuss is just drawing the blanket over her . Her eyes are closed , and she is moaning fitfully . Watching from the doorway is Bud , in shirtsleeves now , weary and disheveled .They have now moved out into the living room , where the overhead light and the Christmas tree bulbs are still on .He goes into the kitchen . Dr. Dreyfuss takes a small notebook with a fountain pen clipped to it out of his bag , sinks down on the couch .Bud appears from the kitchen , stirring the coffee powder in a cup of hot water .He uncaps the bottle of Scotch , pours a large slug into his coffee .He walks out , closing the door after him . Bud dejectedly turns off the overhead light , kicks out the plug of the Christmas tree lights , trudges into the bedroom . Fran is fast asleep . Bud picks up her dress , gets a hanger , drapes the dress over it , hangs it from the door . An early morning chill has invaded the room , and Bud switches an the electric blanket to keep Fran warm . Then he slumps into a chair beside the bed , looks at Fran compassionately . The light on the dial of the electric blanket glows in the grayish room . Bud just sits there , watching Fran .

Mrs. Lieberman , followed by her dog , is climbing the stairs to Bud 's apartment , puffing asthmatically . She seems quite angry as she arrives at the door and rings the bell . There is no answer . She starts knocking impatiently .Finally the door opens a crack , and Bud peers out . He looks like a man who has slept in his clothes - rumpled , bleary - eyed , unshaven .Bud watches her start down the stairs with the dog , withdraws into the apartment .

Bud closes the door , crosses toward the bedroom , looks inside . Fran is asleep under the electric blanket , breathing evenly . He tries to shut the bedroom door , but it wo n't close completely because Fran 's dress , on a hanger . is hooked over the top . He goes to the phone , picks it up , dials the operator .

The decor is split - level Early American . There is a huge Christmas tree and a jumble of presents , open gift boxes , and discarded wrappings . Sheldrake and his two sons , TOMMY and JEFF JR. , are squatting on the floor , testing a Cape Canaveral set the kids got for Christmas . Sheldrake is in a brand new dressing gown , with a manufacturer 's tag still dangling from it , and the boys are in pajamas and astronaut 's helmets . As for the Cape Canaveral set , it is a miniature layout of block - houses , launching pads , and assorted space - missiles . Tommy has his finger on the button controlling one of the rockets .Tommy presses the button , and a spring sends the rocket toward the ceiling . Just then , the phone in the entrance hall starts ringing .He hurries to the phone .Sheldrake heads quickly for the phone .In the entrance hall , Sheldrake picks up the phone , turns his back toward the living room , speaks in a low voice .BUD - ON PHONESHELDRAKE - ON PHONEBUD - ON PHONESHELDRAKE - ON PHONEFrom the stairway beyond him comes :Sheldrake turns from the phone . Halfway down the stairs is Mrs. Sheldrake , in a quilted house - robe .Out of the corner of his eye , he watches Mrs. Sheldrake come down the stairs , pass behind him on the way to the living room . BUD - ON PHONEHe glances through the half - open door toward the sleeping Fran .SHELDRAKE - ON PHONE

Hey, Dad - why do n't we put a fly in the nose cone and see if we can bring it back alive?

Maybe we should send up two flies - and see if they'll propagate in orbit.

As Bud continues talking on the phone , Fran , in the bedroom , opens her eyes , looks around vaguely , trying to figure out where she is . She sits up in bed , winces , holds her head in her hands - she has a fierce hangover .In the bedroom Fran , becoming aware of Bud 's voice , crawls out of bed and holding on to the furniture , moves unsteadily toward the living room door .Behind him , Fran appears in the bedroom doorway , barefooted and in her slip . She leans groggily against the door post , trying to focus on Bud and to concentrate on what he 's saying .He hangs up the phone slowly .Bud turns around , sees her standing there on rubbery legs .He leads her back into the bedroom .Her knees buckle . Bud catches her .He tries to put her back to bed . Fran resists .He crosses to the bathroom , takes a plaid robe off the hook on the back of the door , hands it to Fran .In the bathroom , he finds an unused toothbrush in a plastic container . His eyes fall on his safety razor . With a glance toward the bedroom , he unscrews the razor , removes the blade , drops it in his shirt pocket . Then he empties the blades from the dispenser , puts those in his pocket . Now he notices a bottle of iodine on the medicine shelf , stashes that in another pocket , just as Fran appears in the doorway wearing the robe .He crosses the bedroom , heading for the kitchen , stops .He thinks for a moment , hurries toward the hall door .

Bud comes out of his apartment , leaving the door half open , heads for the Dreyfuss apartment . He rings the bell , peers down over the banister to make sure Mrs. Lieberman is n't snooping around . Mrs. Dreyfuss opens the door .She slams the door in his face , Bud starts back to his apartment .

Fran enters shakily from the bedroom , looks around for the phone , locates it , picks it up . As she starts dialing , Bud comes in from the hall .She pulls away from him , starts to get into bed .The doorbell rings .He opens the hall door . Mrs. Dreyfuss brushes past him with a tray full of food .She sweeps into the bedroom , Bud tagging along .She sets the tray down on Fran 's lap .She hands her the soup spoon , turns to Bud .He starts out with a worried backward glance toward the two . Fran is just sitting there , the spoon in her hand , not touching the soup .Mrs. Dreyfuss takes the spoon from her , starts to feed her .She exits .Bud tears open the envelope , takes out Sheldrake 's hundred dollars .He puts the money in his pocket .Bud relieves her of the tray , sets it down .Bud opens the bureau drawer , takes out a deck of cards , a score pad , and a pencil .He pulls a chair up to the bed , starts to shuffle the cards .She does , and they start playing .He spreads his hand . Fran lays her cards down , and Bud adds them up .He gently takes the pad and pencil away from her .Fran , her eyes drooping sleepily , picks up her cards , makes a discard .He removes the cards from her hand , starts to add them up .He enters the score on the pad . As he starts to shuffle again , he notices that Fran has slid down on the pillow , and that her eyes are closed - she is asleep . Bud rises , adjusts the blanket over her . He stands there looking at her for a moment , runs his hand over his chin . Realizing he needs a shave , he crosses to the bathroom . In the bathroom , Bud washes his face , squirts some shaving cream into his hand , starts to apply it .

A Volkswagen draws up to the curb in front of the house . Kirkeby gets out on the street side , Sylvia squeezes herself out through the other door . Kirkeby raises the front hood of the Volkswagen , reaches into the luggage compartment , takes out a cardboard bucket with a bottle of champagne on ice . Together , he and Sylvia start up the steps of the house , Sylvia already cha cha - ing in anticipation .

In the bathroom , Bud has just finished lathering his face when the doorbell rings . He starts into the bedroom .He glances at the sleeping Fran , picks up the tray , carries it into the living room , pulling the bedroom door closed behind him . But it does n't shut completely , because of Fran 's dress hooked over the top . Bud crosses to the hall door , opens it . Outside are Kirkeby , with the champagne bucket , and Sylvia .He pushes his way into the apartment past Bud .He heads for the coffee table , sets the champagne down . Bud shoots a quick glance toward the bedroom door , gets rid of the tray .As Bud spins him around , Kirkeby notices the dress on the bedroom door .

Outside the door of Bud 's apartment , Sylvia is cha cha - ing impatiently . Up the stairs comes Dr. Dreyfuss , in his overcoat and carrying his medical bag .She continues cha - cha - ing . Dr. Dreyfuss has unlocked the door to his apartment , and is watching Sylvia , appalled by the fact that Baxter seems to be at it again . He starts inside .He shuts the door behind him .

Kirkeby looks toward the door in response to Sylvia 's knocking .He forces Kirkeby toward the hall door . Kirkeby , glancing past him through the partly - open door of the bedroom , catches sight of Fran asleep in bed .

Kirkeby comes backing out the door of Bud 's apartment , minus the champagne bucket .

Bud comes into the bedroom . As he heads for the bathroom , Fran stirs slightly , opens her eyes .She turns off the electric blanket as Bud crosses to the window , pushes it up . Then a thought strikes him , and he looks at Fran suspiciously .Fran closes her eyes . Bud returns to the bathroom , picks up his razor , starts to shave . But something seems to be wrong with the razor - and unscrewing it , he realizes that there is no blade . Sheepishly , he takes out the blade he hid in his shirt pocket , inserts it in his razor , screws it shut . Then he resumes shaving .

It is the morning after Christmas , and Miss Olsen and the other girls are just settling down to work . Sheldrake , in hat and coat , approaches from the elevators , comes through the glass doors .He strides into the inner office . Miss Olsen picks up her stenographic pad , follows him in .

Sheldrake is removing his hat and coat as Miss Olsen comes in , shuts the door behind her .She turns and walks out of the office , shutting the door . Sheldrake looks after her for a moment , then goes to his desk , picks up the phone , dials the operator .

Miss Olsen has put on her coat , and is going through her desk drawers , cleaning out her personal belongings - nail polish , emery boards , an extra pair of glasses , etc. . As she stows them away in her handbag , one of the buttons on the telephone lights up . Miss Olsen hesitates for a second , then with a quick look around , she pushes the button down , carefully picks up the receiver , listens in .

Sheldrake is dialing the last two digits of a telephone number . After a moment , someone answers .

Bud , wearing slacks , a shirt open at the neck , and a cardigan sweater , is at the phone . A pillow and a blanket on the living room couch indicate where he spent the night .SHELDRAKE - ON PHONEBUD - ON PHONESHELDRAKE - ON PHONEBUD - ON PHONESHELDRAKE - ON PHONE

Fran now appears in the bedroom , wearing the plaid robe , and toweling her damp hair .He puts the receiver down , crosses toward the bedroom door .Fran nods , watches him go out . Then she glances toward the phone , which is off the hook . Reluctantly she advances toward it , picks it up .SHELDRAKE - ON PHONE

Miss Olsen , glued to the phone , is listening intently . SHELDRAKE - ON PHONEFRAN - ON PHONESHELDRAKE - ON PHONE

Miss Olsen hangs up the phone , sits there for a moment , weighing what she has overheard . Then she makes a decision , picks up the phone again , dials a number . As she waits for an answer , she glances toward Sheldrake 's office .She looks up as the door to the inner office opens and Sheldrake comes out . He stops when he sees that Miss Olsen is still there .She opens her handbag , takes out a coin , puts it down on the desk .She marches out through the glass doors toward the elevators as Sheldrake stands there , watching her .

Bud comes down the street , carrying a large brown paper bag overflowing with groceries . He goes up the steps of the house and through the front door .

As Bud starts up the stairs , with the groceries , Mrs. Lieberman comes hurrying down toward him .He races up the stairs two at a time , fumbling frantically for his key . Reaching the door of his apartment , he unlocks it , dashes in .

Bud comes bursting through the door . The living room is empty , and the bedclothes have been removed from the couch .He dumps the bag of groceries on a table , rushes into the kitchen . The burner has been turned on under the kettle , but there is no flame , and gas is hissing from the vents . Bud snaps it off , starts out again .Meanwhile Fran has appeared from the bathroom , and is approaching the bedroom door . She is still in her robe , and is holding a double sock - stretcher with one of Bud 's socks on it . Bud , rounding the corner from the kitchen at full speed , collides with Fran in the bedroom doorway . He grabs her arms with obvious relief .Bud starts to take off his hat and coat , notices the sock - stretcher in her hand .He carries the bag of groceries into the kitchen , Fran trailing after him . During the following , he removes the contents of the bag - bread , eggs , bacon , spaghetti , ground round , frankfurters , and assorted canned goods - sets them out on the drainboard .She produces the racquet from behind the stove .She starts into the living room . Bud follows her .She sits on the arm of a chair .Bud starts happily into the kitchen .

It is mid - afternoon , and traffic is light . A Yellow Cab has pulled up in front of the entrance , and the driver , a stockily - built young man in a leather jacket and cap , gets out and comes through the revolving doors into the lobby . His name is KARL MATUSCHKA , and he is Fran 's brother - in - law . As he cases the elevators , the starter comes up to him .He steps into an elevator , the doors of which are just closing .

She did n't. Where can I get some information - who's in charge here?

That comes under General Office Administration. See Mr. Dobisch, twenty - first floor.

My name is Karl Matuschka - my sister - in - law, she runs one of the elevators here - Fran Kubelik.

Well, she lives with us - and my wife, she's getting a little nervous - on account of Fran has n't been home for two days.

Anyway, we was wondering if somebody in the office would know what happened to her.

It's none of my business what you do, Fran - you're over twenty - one - but your sister happens to think you're a lady.

Look, Buddy - boy - if there was n't a lady present, I'd clobber you.

Dobisch is sitting behind his desk , lighting a cigar . Kirkeby , who has dropped in for a little visit , is perched on the edge of the desk .The glass door opens and Matuschka comes in .

Buddy - boy is bending over a hot stove , preparing an Italian dinner . He takes a saucepan of spaghetti off the fire , and picking up the tennis racquet with the other hand , pours the spaghetti on top of the racquet strings . Then he turns on the faucet , runs water over the spaghetti . With the combined technique of Brillat - Savarin and Pancho Gonzales , he gently agitates the racquet , letting the water drain off the spaghetti . As he works , he hums a theme from Tschaikowsky 's Capriccio Italien . Fran walks in , still in her robe .As Fran starts into the living room , Bud begins to ladle meat sauce onto the spaghetti , humming operatically . In the living room , the small table has been set for two , and prominent on it is the champagne bottle that Mr. Kirkeby left behind , still in its cardboard bucket , but freshly iced . As Fran lights the candles , she notices the napkins on the table , peels a price - tag off the corner of one of them .He carries the platter of spaghetti and meat sauce in from the kitchen , sets it on the table , sprinkles some cheese on it . Then he crosses to the coffee table , where a full martini pitcher stands in readiness , fills a couple of glasses . Fran seats herself at the table .They drink .The door bell rings . Carrying his martini glass , Bud crosses to the door , starts to open it .By now the door is open , and Bud is speaking to Fran over his shoulder . He turns , finds himself face to face with Karl Matuschka , who is standing grimly in the doorway .Matuschka shoves him roughly aside , strides past him toward Fran , who has risen to her feet .She exits into the bedroom , removing her dress from the door , and closing it . Matuschka leans against the wall beside the hall door , eyeing Bud truculently . Bud raises a finger to remonstrate with him - then breaks into a nervous , ingratiating smile .He gestures with the martini glass , spilling the contents over his shirtfront . Through the partly open hall door , Dr. Dreyfuss sticks his head in .He steps into the apartment , passing Matuschka without seeing him .Dr. Dreyfuss looks at Bud .Behind them , the bedroom door has opened , and Fran comes out , wearing her coat over her dress .Matuschka lashes out with a left to Bud 's jaw , and while he is off balance , catches him with a right to the eye . Bud falls back against the Christmas tree , which topples with a crash . Fran pulls Matuschka away from him .She kneels beside Bud .She kisses him on the cheek , rises , starts toward the door .She follows Matuschka out . Bud looks after her , starry - eyed .He is on Cloud Nine .

Bud is coming from the elevators toward his office . He is wearing his chesterfield , bowler , and a pair of dark glasses . He opens the office door , starts in .

Bud crosses directly to the phone , removes his glasses revealing a swollen left eye . He dials a number .He hangs up , takes off his hat and coat , deposits them on the clothes - tree . Then he paces around the office , rehearsing a speech out loud .He hangs up , crosses to the door , opens it .Putting on his dark glasses , he heads for the elevators , still talking to himself .

Kirkeby and Dobisch are just stepping out of an elevator when Bud approaches . They grin smugly when they see that he is wearing dark glasses .Bud pays no attention , walks right past them into the elevator , still muttering to himself . The doors close .

The elevator doors open .Bud steps out . As he heads for Sheldrake 's office , he continues rehearsing his speech .He opens the door to Sheldrake 's anteroom .

Sheldrake is pacing in front of his desk . A couple of suitcases are standing in a corner of the room . The intercom buzzes , and Sheldrake presses the lever down .A beat , then the door opens , and Bud marches in determinedly .Bud advances slowly toward the door .

It is a slightly smaller and less lavish edition of Sheldrake s office . Sheldrake ushers Bud through the door , points to the chair behind the desk .Bud obeys like an automaton , lowers himself into the chair .He removes his dark glasses reflectively .With a shrug , he exits into his own office , closing the door behind him . Bud sits there , unconsciously bending the glasses in his hand until they suddenly snap in two . Bud glances down at the two broken halves , as though surprised by his own violence , tosses them on the desk .

We are close on the building directory . Listed under PERSONNEL is J.D. SHELDRAKE , Director , and just below that a man 's hand is inserting the name C.C. BAXTER in the slot marked Asst. Director . The lettering is complete except for the final R. Camera pulls back to reveal the sign painter we saw earlier , working on the directory . Watching him is Bud . He is wearing his chesterfield and bowler , and still has a slight welt under his left eye . It is after six o'clock , and there is very little activity in the lobby . Fran , wearing her coat over street clothes , approaches from the direction of the elevators , stops when she sees Bud .Bud turns to her in surprise , removes his bowler .There is a moment of constraint between them .He points off toward the newsstand . Standing there is a tall , attractive brunette , obviously waiting for someone . Fran looks off in the indicated direction .Fran walks toward the revolving doors . Bud watches her for a moment , then strides briskly across the lobby toward the newsstand . He goes right past the waiting brunette , stops in front of a rack of pocket books , examines the merchandise . A man now comes out of a phone booth , joins the waiting brunette , and they go off together . Bud picks out a couple of paperbacks , pays the clerk behind the counter . Stuffing a book into each coat pocket , he moves slowly toward the revolving doors .

Sheldrake is swiveled around sideways behind his desk , with a bootblack kneeling in front of him , shining his shoes . Reaching for the intercom , Sheldrake presses down one of the levers .The bootblack finishes the second shoe with a flourish , gathers up his equipment . Sheldrake tosses him a half dollar .He exits into the anteroom as the door of the adjoining office opens and Bud comes in , carrying several charts . There is no trace left of his black eye .Without taking his eyes off Sheldrake , Bud reaches into his pocket , fishes out a key , drops it on the desk .He turns abruptly , starts back into his own office .

Bud comes in , shutting the door behind him , stands rooted to the spot for a moment . Then he takes some pencils out of his breast pocket and drops them into a container on the desk , closes his account book , slams a couple of open file drawers shut . As he crosses to the clothes closet , the connecting door opens and Sheldrake comes in , key in hand .He has taken his chesterfield and bowler out of the closet , and is putting the coat on .He opens the door to the anteroom , starts out .

Bud comes out of his office , carrying his bowler , strides past the secretaries and through the glass doors to the foyer . An elevator is just unloading , and beside it a handyman is cleaning out one of the cigarette receptacles . Bud crosses to the elevator , and as he passes the handyman , he jams his bowler on the man 's head - surrendering his crown , so to speak . The elevator doors close . The handyman straightens up , looks around in bewilderment .

Bud is in the process of packing . In the middle of the living room are several large cardboard cartons filled with his possessions . The art posters are off the walls , the bric - a - brac has been removed from the shelves , and Bud is stowing away the last of his books and records . He crosses to the fireplace , opens one of the drawers in the cabinet above it , takes out a forty - five automatic . He holds the gun in the palm of his hand , studies it appraisingly . The doorbell rings . Bud snaps out of his reverie , drops the gun into one of the cartons , goes to the door and opens it . Standing outside is Dr. Dreyfuss , with a plastic ice bucket in his hand .He goes into the kitchen , opens the refrigerator , starts to pry out the ice - cube trays .He dumps the ice - cubes , still in their trays , into the bucket Dr. Dreyfuss is holding . Then he pulls Kirkeby 's unopened bottle of champagne out of the refrigerator .Bud closes the door , returns to the kitchen , brings out a box of glassware and the tennis racquet . As he starts to deposit the racquet in a carton , he notices a strand of spaghetti clinging to the strings . He removes it gently , stands there twirling the limp spaghetti absently around his finger .

It is five minutes before midnight , New Year 's Eve . Sitting alone in the last booth is Fran , a paper hat on her head , a pensive look on her face . There are two champagne glasses on the table , and the usual noisemakers , but the chair opposite her is empty . Above the general hubbub , the Chinese pianist can be heard playing . After a moment , Fran glances off . Threading his way through the merrymakers crowding the bar and overflowing from the booths is Sheldrake . He is in dinner clothes , topped by a paper hat . Reaching the last booth , he drops into the chair facing Fran .The piano player is consulting the watch on his upraised left arm . He drops the arm in a signal , and the lights go out . At the same time , he strikes up AULD LANG SYNE . All over the dimly lit room , couples get to their feet , embracing and joining in the song . In the last booth , Sheldrake leans across the table , kisses Fran .Fran 's expression is preoccupied . Sheldrake faces in the direction of the pianist , and holding his glass aloft , sings along with the others . As AULD LANG SYNE comes to an end , the place explodes noisily - there is a din of horns , ratchets , and shouted greetings . The lights come up again . In the last booth , Sheldrake turns back toward Fran - but she is no longer there . Her paper hat lies abandoned on her vacated chair .He rises , cranes his neck , trying to spot her in the crowd .

Fran , a coat thrown over the dress she was wearing at the Rickshaw , comes down the street almost at a run . There is a happy , expectant look on her face . She hurries up the steps of the house and through the front door .

Fran mounts the stairs eagerly . As she reaches the landing and heads for Bud 's apartment , there is a loud , sharp report from inside . Fran freezes momentarily , then rushes to the door .The door opens and there stands Bud , the bottle of champagne he has just uncorked still foaming over in his hand . He stares at Fran unbelievingly .

Fran comes in and Bud shuts the door . The room is the same as we left it , except for an empty champagne glass standing on the coffee table .He goes to one of the cartons , takes out a champagne glass wrapped in newspaper , starts to unwrap it .Fran takes the deck of cards and the gin rummy score pad out of the carton , settles herself on the couch , starts to shuffle the cards expertly .Bud sinks down happily on the couch , and Fran holds out the deck to him .Bud cuts a card , but does n't look at it .She hands the deck to Bud .Bud begins to deal , never taking his eyes off her . Fran removes her coat , starts picking up her cards and arranging them . Bud , a look of pure joy on his face , deals - and deals - and keeps dealing . And that 's about it . Story - wise . FADE OUT . THE END

LONGVIEW STATE CORRECTIONAL FACILITY , TEXAS , 2003 . START TIGHT ON MARCUS WRIGHT . He 's an intense , powerful man , 20 's - 30 's , his head shaven . Marcus stares INTO CAMERA with a resigned expression . We hear the voice of a PRIEST :CAMERA PULLS BACK , straight up . MARCUS lies in his cot , staring at the ceiling . He 's smoking a CIGARETTE . This OVERHEAD ANGLE reveals a PRIEST with a BIBLE , in a folding chair beside him . A CHESS SET , stacks of BOOKS , WRITING MATERIALS in the cell . TWO GUARDS wait , shackles in hand . MARCUS has no interest in scripture . He blows a cloud of SMOKE which drifts in the direction of the PRIEST , who blinks and shuts his bible . One of the GUARDS unlocks the cell door for - DR. SERENA KOGAN . She 's in her 30 's - 50 's , brilliant , attractive , but thin and pale , a scarf tied around her head . She carries a CLIPBOARD . The PRIEST backs off to give her some privacy with Marcus .Marcus sits up , she passes him the clipboard and pen - he notes that her hands are SHAKING .MARCUS looks up from the form , takes in the scarf covering her sparse hair .MARCUS meets her eyes . She studies him a beat .With that sarcastic comment , he SIGNS HIS NAME - we see the words `` PROJECT ANGEL '' at the top of DENSE TYPE on the form . SERENA takes the clipboard , starts to rise . She touches his hand for a moment .THE GUARD sees SERENA out .

Yea, though I walk through the valley of the shadow of death, I will fear no evil : for thou art beside me ; thy rod and thy staff they comfort me.

Marcus - I'm Doctor Serena Kogan, I'm with Project Angel. You consented to donate your body to science.

What you're doing is important, Marcus. Our work is still highly experimental. but you may be helping people in ways you ca n't begin to imagine.

Why is n't he conscious? Something's wrong, he should be coming out of it by now.

Marcus. it is you. You're alive, you found us. Welcome to paradise.

There was no choice - the old civilization had to be eliminated. To make way for a new world. a world without death or suffering.

Please. Skynet works for us. It's only a program - a tool, a means to an end.

Listen to me. Skynet was designed to detect threats, make projections and implement solutions. As soon as it came on line, it factored in war, disease, environmental destruction - and calculated a high probability of total human extinction within two hundred years. The human race was doomed. unless we were transformed.

Skynet had access to the entire defense web - including Project Angel. It determined hybrids were the only path to salvation.

When the resistance attacked our installation, we were forced to self - destruct. We would have taken you with us, but we thought you were in a permanent coma.

We're immortal. No sane person would choose to live in pain, forever. Soon you'll understand.

It's called happiness. You've been angry all your life. You do n't know what it's like to feel. a part of something.

That sensation is always there for you, whenever you desire. But most of us here are scientists. our greatest joy is using our minds to explore, to discover. I'll show you.

Nanotechnology, polymimetic metals. working with Skynet, we're making amazing breakthroughs, well beyond anything possible before Judgment Day.

We've already freed ourselves from biological limits. soon we'll transcend the laws of physics.

He's a dangerous man. Delusional. He thinks he's a savior, but all he's really fighting for is. death.

Not everyone can become like us, Marcus. We just do n't have the resources to sustain more than a few thousand hybrids.

Part of the neural net - human minds linked directly with artificial intelligence. The processing power of the human brain is still beyond anything Skynet can manufacture.

Good news. He'll soon be part of the network - you'll be able to connect with him.

Yeah. I'm sorry about it. I'm sorry about everything. The whole goddamn world.

Damn it's good to see you guys, I felt like I was the last man on.

You're human. you can see me, you can touch me. This place is real.

Fifteen years. I've lost 15 years. So who did it to us? Terrorists? The Russians, the Chinese -?

Oh yeah. Was about all I ever had to look forward to in the joint.

My little brother Max, pretty wild kid, not much older than you - he stole a car, just joy - riding, y' know, showing off. Cop chased him right into our front yard, pulled him outta the car. and started whaling on him, kicking the shit out of him. No reason for it, Max was already in cuffs. I ran out of the house, guy tried to pull his gun on me - guess I just went off on him. Do n't even remember it really. they say I broke his neck.

The bible. My grandma always tried to get me into it, but - it always put me to sleep.

. of the tribe of Simeon, Shaphat the son of Hori. Of the tribe of Judah, Caleb the son Jephunneh -''

`` We are family. I got all my sisters with me.'' No, huh. How about. `` Twinkle twinkle little star.''

I do n't know. this has got ta be some kind of, like, dream or hallucination. Like what happens to people right before they die.

I'm not gay. In prison, I thought about puss - women all the time. But now. it's not working. Who knows, all those years on ice.

There's a woman, the last woman I saw before. when I was under, the dead time - she kept coming to me. I think she must've saved me.

Even if I never been treated like one. Year after year after year on death row, I just wanted it to end! I cut my own wrists. But they nursed me back to health, ` cause that would n't be fair, they needed to kill me themselves. For Chrissake, you all want me dead so bad - just do it.

So this guy is what, like king of the world, or what's left of it?

Yeah, well, humanity's never done all that much for me. Why ca n't I see him?

So do I! I do n't know what I am, what I'm doing here, I do n't know shit - maybe I never did, but - I'm sick of it! Just blow my head off or let me go.

Among other things. Look, I'm trying to find some friends - a couple of kids. They were taken here, I saw some buildings -

Like fuck it is. I'm sick of being your guinea pig, what are you doing to me now?!

When I was a kid my grandmother would go on about heaven. it always sounded so boring.

In the world outside - the survivors think Skynet is the enemy, out to destroy them. Why do n't you tell them about all this?

Better than anything. Everything made sense. For the first time in my life, I felt. right. It was heaven.

I died, and was reborn. I wear another man's face, lead another man's life. yet only now do I have a reason for living. I once was lost, but now I'm found.

LOW ANGLE - MARCUS ' CHAINED ANKLES clank as the GUARDS lead him down the corridor , past PRISONERS in their cells ; some avert their eyes , others give a nod or raise a fist .MARCUS stares straight ahead , taking deep , steady breaths , struggling not to succumb to fear .

CLOSE - BUCKLES TIGHTEN . AN ALCOHOL SWAB on MARCUS ' FOREARM . A NEEDLE punctures his skin .FINGERS turn the VALVE to release the LETHAL CHEMICALS . CLOSE ON MARCUS ' EYES , looking up toward - THE DEADLY I.V. , running into his arm . From this , he looks toward - HIS REFLECTION in a one - way mirror , the dim shapes of WITNESSES beyond .As the lethal injection takes hold , his POV moves to BRIGHT LIGHTS overhead , losing FOCUS and BLEACHING TO WHITE . From the WHITE SCREEN , a FACE emerges , backlit , blurred - it 's SERENA . She 's in focus for just a moment , leaning INTO CAMERA - then moves OUT OF FRAME . CUT TO BLACK . SOUTH - CENTRAL SECTOR , NORTH AMERICA , 2018

CORNSTALKS as far as the eye can see , rustling in a summer breeze . FIGURES are moving within the FIELD . We only make them out in SILHOUETTE , but all carry HEAVY RIFLES .

A COMPUTER TARGETING SCREEN - the FIGURES are HIGHLIGHTED in this tactical display , as is an OCTAGONAL HATCH into the ground beneath the corn .

THE FIGURES in the corn look up - we hear an AIRCRAFT APPROACH with a JET WHINE - FWOOM ! A MASSIVE CONCUSSION as a BUNKER - BUSTING MISSILE BORES into the earth at high - velocity , burrowing deep - - then a HUGE BLAST - FLAME and DIRT are thrown high in the air , many of the FIGURES blown sky - high . A FLAMING BODY hits the ground IN FG , FACE TO CAMERA . we now see it was a STEEL TERMINATOR - its METAL SKULL BLOWN OPEN and SCORCHED , its RED EYES SHATTERED . A - 10 WARTHOGS - stubby attack planes - SCREAM from the sky , RAKING THE REMAINING FIGURES with CANNON FIRE , BLASTING THEM to bits . These aircraft no longer bear traditional U.S. insignia - they 're painted in WILD COLORS , graffiti lettering says things like : `` BOT BLASTER , '' `` KILL FOR CONNOR , '' `` RAGE AGAINST THE MACHINES , '' etc . Resistance fighters . Motley military and civilian CHOPPERS LAND in the CORNFIELD , disgorging RESISTANCE SOLDIERS . These are human troops in high - tech HELMETS , carrying slightly futuristic conventional ASSAULT WEAPONS . THE WARTHOGS veer off , laying NAPALM in the distance behind the SOLDIERS . The troops run toward - - AN OPENING which has been blown into the ground , the remains of the octagonal hatch where the bunker - buster hit . A surviving TERMINATOR rises from the SINGED CORN , FIRES its PLASMA RIFLE - - DROPPING A SOLDIER . His comrades FIRE EXPLOSIVE BULLETS - and BLOW THE ROBOT APART . The LEADER of this assault group waves his soldiers to enter the dark hatchway .

COLLAPSED CEILINGS , FLAMES , a high - tech installation in ruins ; RED LIGHTING , distinctive of Skynet environments . SOLDIERS flick on HELMET LAMPS and make their way carefully inside - pretty deserted . They kick aside rubble to enter -

HELMET BEAMS play over BANKS OF ELECTRONICS and - - a dozen fixed , INDUSTRIAL ROBOTS - not remotely HUMANOID - engaged in mysterious tasks , mechanical arms at work . THE SOLDIERS rake the room with GUNFIRE - MACHINERY collapses , SPARKS from EXPLODING CIRCUITRY .

Deeper into the complex , A HEAVY DOOR BLOWS off its hinges .SOLDIERS move from cover and through the blown door .

TUBES and FIBER - OPTIC CABLES run into DOZENS OF GLASS CYLINDERS filled with translucent PINK LIQUID . The SOLDIERS make their way in , alert - but nothing 's moving in here . THE TEAM LEADER peers into a cylinder , aims his HEADLAMP at - - A small MASS OF TISSUE floating inside , connected to a dense network of FIBER - OPTIC CABLES . it 's a HUMAN BRAIN .THE TEAM LEADER recoils - but before he can say more , the ROOM SHAKES with a DEAFENING ROAR .

A huge ESCAPE SHIP rises straight up from an open HATCHWAY . Nearby TROOPS crouch and FIRE after it . THE SHIP PIVOTS in mid - air and ROARS OFF , SOLDIERS dodging the ENGINE BLAST .

THE TEAM LEADER speaks into his headset . The OTHER SOLDIERS inspect the many CYLINDERS , react in horror and shock .As he speaks , CAMERA FINDS a GREEN LED on the ceiling - which suddenly FLASHES RED and BLINKS RAPIDLY -

WIDE - AN IMMENSE SUBTERRANEAN BLAST causes a few hundred yards square to SWELL and then COLLAPSE . JETS of FLAME , SMOKE and DIRT RISE in the aftermath .

- repeat, that was not us! A ship escaped, they musta blown the place themselves! Jesus, a lot of our guys were still down there.

SOLDIERS above ground help the WOUNDED to EVAC CHOPPERS . IN FG , FIND the STEEL SKULL of the dead TERMINATOR .

SAME ANGLE - the TERMINATOR now half - sunk in mud . A FIELD MOUSE has nested in its skull cavity , seeking shelter from RAINDROPS . Months have passed , the season changed - CORN long dead , a black stubble . RAIN falls . A PATCH OF MUD stirs - something below is moving . The MUD roils , seeming to assume a HUMAN SHAPE . EYES OPEN , looking around in shock , the naked FIGURE is so drenched in mud we ca n't recognize it at first . The figure rises , looks up at the sky , and FALLING RAIN washes away mud from his face . it 's MARCUS WRIGHT . He opens his mouth , makes a few GUTTURAL NOISES . then SCREAMS . CAMERA PULLS UP from MARCUS ' AGONIZED FACE .

BARE FEET trudge through the dirt . MARCUS moves along a slight rise , wrapped in torn and filthy RAGS , mud caked on his body . Eerie silence . Reaching the edge of a rise , he sees in the distance - A DECIMATED CITY , buildings collapsed into rubble .

MOONLIGHT . THE SKELETON of a large DOG lies on the ground , partially covered by a dusting of SNOW . It still bears a rotting COLLAR attached to a CHAIN . MOVE to a CHAIN - LINK FENCE , partially collapsed , a singed , faded sign : `` BEWARE OF DOG . '' WIDER , we 're in the low - rent district of this CITY IN RUINS - rubble , random walls still stand . Hulks of cars , rusted , windowless . It 's been over a decade since the bombs fell . MARCUS is the only thing alive here . He moves down this block , picks up a handful of SNOW , brings it to his lips . A COLLAPSED NEWSSTAND . MARCUS walks past the racks , picks up a MAGAZINE which crumbles in his hands . A HUMAN SKELETON , clothes in tatters , is half - buried behind the collapsed counter . There 's a bulge in its shirt pocket . MARCUS gingerly reaches into the pocket and fishes out a cellophane - wrapped PACK OF CIGARETTES and a butane LIGHTER . MARCUS sits on a piece of rubble by the skeleton . He tears open the packet and puts a dried - out , stale cigarette to his lips , tries the lighter a few times , finally gets a flame . He lights the cig , inhales deeply - he waits for a rush , feels nothing . He takes a few more drags , increasingly disappointed , then flicks the cigarette away . He rises , looks toward a caved - in STOREFRONT , makes out a clothing store 's TATTERED SIGN on the ground , amidst broken glass : `` SALE ! GOING OUT OF BUSINESS ! EVERYTHING MUST GO ! ''

FALLEN RACKS , CLOTHES and SHOES covered in years of dust and rubble . MARCUS , grateful to be rid of the rags , has pulled on jeans and sneakers , using the CIGARETTE LIGHTER for illumination . He kicks away some FALLEN CEILING TILES from a RACK OF ARMY JACKETS . He holds one up - looks good .

Partially collapsed , a downscale watering hole . Broken stools , booths , a dead pinball machine . MARCUS , dressed now , again using the LIGHTER to find his way , sorts through the broken glass and rubble behind the bar , comes up with - A DUSTY BOTTLE OF WHISKY .He unscrews the cap , raises the bottle to a SKELETON on the floor nearby . Marcus takes a long pull - and CHOKES , instantly dizzy . He sinks to the floor , passing out . CUT TO BLACK . MEMORY MONTAGE : quick , fragmentary , impressionistic POVs , blurred , altered . SFX of HEARTBEATS , a RESPIRATOR . - WEBS of TUBES and FIBER - OPTICS FILLS THE FRAME . - GRIDS OF LASER LIGHT scan rapidly INTO CAMERA . - DIGITAL DISPLAYS blink through murky LIQUID . SERENA moves INTO FRAME , a look of concentration on her face as she peers through the LIQUID , INTO CAMERA . She starts to smile .

BLUE SKY . TILT DOWN to find MARCUS , who plods on through the dead city 's outskirts . He pauses near a collapsed BUS KIOSK . A SMILING WOMAN stares out at him from a faded ADVERTISEMENT . MARCUS studies the woman . She 's nothing like Serena , but her expression recalls the beckoning vision . He runs his hand over the image of her face , pulls away a chunk of cracked , graffitied GLASS over the poster . Then he carefully tears the poster to remove the woman 's face , folds the paper , slips it in a pocket and continues on .

Deserted , CAR HULKS about , crumbling SKELETONS at the wheels . MARCUS moves down the center of the freeway on this MOONLIT NIGHT , paying little attention to anything around him . We 're in mostly flat , treeless plains . From the opposite direction , FIGURES approach , moving through the darkness . Marcus hurries excitedly toward them , the first living creatures he 's seen . He waves .The FIGURES pause , turning toward him in unison .He freezes in his tracks . These are n't humans . They 're T - 400s - PLASTIC - SKINNED TERMINATORS - armed with PLASMA RIFLES . They wear a motley collection of found CLOTHING , but their male humanoid faces are identical , unnatural and motionless , like masks . Their EYES FLICKER RED as they scan him .Marcus backs away , runs . The T - 400s stare after him - but do n't fire . ANGLE THROUGH BINOCULAR MASK - MARCUS running for all he 's worth , heading toward the viewer . We hear a muttering VOICE :ANGLE ON A BOY , scrawny and filthy , in his early to mid teens . He crouches on the supports of a FREEWAY SIGN . He wears layers of TATTERED , OVER - SIZED CLOTHING . He scrambles quickly down from the sign . AT AN OFF - RAMP , Marcus ' pace slows as he moves to get off the freeway , when - THE BOY emerges from behind some RUBBLE , holding a HANDGUN in one hand , a lit OIL LANTERN in the other .Marcus raises his hands , shakes his head . The boy looks him over dubiously .The boy moves closer , puts down the LANTERN , frisks Marcus with one hand while holding the gun on him with the other .THE BOY makes a dubious face , yanks a handful of PAPER SCRAPS from Marcus ' pocket .THE BOY unfolds the paper scraps in the LANTERN LIGHT - ANGLE ON PAPER SCRAPS - the WOMAN 'S FACE from the poster , a fragment of a MODEL 'S PHOTO from a MAGAZINE AD , a painting of a FEMALE FACE from a PAPERBACK COVER . THE BOY looks puzzled , intrigued by the pictures . But with sudden speed , MARCUS GRABS THE BOY 'S GUN HAND and wrenches it hard - it FIRES into the air . MARCUS gets control of the gun , wraps one arm around the boy 's throat .The NOISE of a SHOTGUN PUMPING close behind MARCUS - MARCUS spins to face his attacker , pressing the handgun into the boy 's cheek . He 's face to face with - A GIRL , a couple of years younger than the BOY , training the shotgun at Marcus ' head - she looks ready to shoot .THE GIRL shakes her head angrily . She wears an aged , beloved BASEBALL CAP with a STAR on it .She shakes her head slightly , aiming carefully at Marcus ' head , just a few feet away , a slight smile on her face .MARCUS hooks his foot around the oil lantern and deftly - - BOOTS IT at the GIRL . BURNING OIL spills across her leg , she cries out and fumbles the shotgun . MARCUS tosses the BOY at her , the two of them SPRAWL on the ground , the shotgun falling to one side - MARCUS quickly snatches up the shotgun . Using SNOW , the BOY helps the GIRL extinguish the flames from her clothing . MARCUS stands over the kids with a gun in each hand . He struggles to control anger , speaks quietly .MARCUS quickly checks the chambers of both the shotgun and handgun - indeed , both are empty .He shoves the handgun in his belt , puts the shotgun down and kneels to pick up fallen scraps of paper - a few have caught FIRE and are incinerated . THE BOY and GIRL get to their feet , stare at Marcus .MARCUS shrugs , gestures for her to pick it up . He still looks at the PICTURES in his hands .A SPOTLIGHT appears in the distance - a ROVING HUNTER - KILLER moving in their direction . Quickly , automatically , the kids dive for cover behind a WALL OF DEBRIS . MARCUS looks toward the LIGHT , unaware of danger . THE BOY bolts from behind cover , grabs MARCUS by the arm -He drags Marcus back behind the debris wall , just in time - As the H - K nears , the LIGHT FINDS the BURNING OIL . It FIRES BLUE PULSES , which CHEW up the asphalt nearby - then it moves on , failing to pick out the humans . Marcus is dumbfounded .The H - K has vanished in the distance . The girl rises . The boy - KYLE - shakes his head , stays at Marcus ' side .STAR gives Marcus a small , reluctant wave .KYLE points but gets no response . He shrugs , sets off with Star in that direction . Kyle calls over his shoulder :MARCUS looks around at the desolate world - and the two teens receding ahead of him . After a beat , he follows .

Gon na be light soon, Marcus, better find cover. We spotted some buildings half a mile that way.

Something fall on your head? The machines did it, the computers - they got smart.

Aerostat - one of Skynet's eyes. They patrol places like this, looking for survivors.

Dunno. Been together since we was little. Bunch of us kids was at the day - care center when the bombs fell. she and me are the only ones still around.

We're gon na find the Resistance, fight for John Connor against Skynet. You oughta join us, you're pretty cool.

You're strong, you can read. you did n't kill us. Good enough for me.

He's. I do n't know. The best. Everybody talks about him. He's the one who's gon na save us.

So. all those numbers. you could call them and get, like, flowers, or someone to come over and fix stuff, or bring you food.

A FALLEN SIGN - `` GAS FOOD LODGING . '' KYLE , STAR and MARCUS move along the roadside , heading toward dark BUILDINGS a few hundred yards off near an overpass .KYLE cocks his head at him .

A MEXICAN FAST FOOD JOINT , windows broken , sign collapsed , near a two - story MOTEL with a COVERED CARPORT . The pavement is CRACKED , the structures WEATHERED , abandoned for a decade . MARCUS , KYLE and STAR suddenly rise from a hiding spot by a DUMPSTER in a parking area . KYLE scans the FAST - FOOD PLACE with the binoculars , while STAR studies a WATCH she carries .They drop down again . ONE AEROSTAT patrols the area . It 's a surveillance drone the size of a softball , shiny steel , an inset camera lens with a RED GLOW . It flies in a geometric pattern , hovering every few seconds before continuing on . It vanishes around the corner of the fast - food joint , moving in the direction of the motel . STAR has been timing its moves .KYLE and STAR dash for the fast - food entrance , MARCUS just behind . They round the doorway and -

- drop down inside behind an upended table in what was once a taco place , remnants of Mexican decor . THROUGH A DIRTY WINDOW , they see the AEROSTAT buzz past , flying its pattern . It moves on without spotting them , then takes off in a new direction . KYLE and STAR set to searching the place , something they 've done many times . They go through trash cans , check behind the counters and in the kitchen . MARCUS gets up , still looking out the windows .She 's come up with some UNOPENED PACKETS OF CONDIMENTS from a bag of TRASH . KYLE trots over .She nods excitedly , hands him a packet . He tears it open , sucks down the contents eagerly .STAR discards one packet , sucks at another - and immediately makes a pained face and tosses the packet aside .MARCUS picks up the packet , looks at it .STAR and KYLE pause in their eating , stare at him .MARCUS shrugs modestly .With obvious reluctance , STAR holds a packet of mustard toward Marcus .Marcus gallantly waves it away .

ANGLE IN MIRROR - MARCUS stares at his own reflection in a cracked MIRROR .STAR closes tattered curtains , plops on the bare bed , ready for sleep . The room 's a mess , GRAFFITI here and there , trash scattered about ; they 're not the first squatters who 've been here . THE GUNS and STAR 'S WATCH lie on a dresser . KYLE sits before the TV - he 's scratching STICK FIGURES onto the screen with a rusted POCKETKNIFE . One is clearly meant to be him ; the smaller one , wearing a baseball cap , is Star .KYLE plops on the bed next to STAR , who 's already out . MARCUS studies them .MARCUS notices now that Kyle is asleep - it 's as if he 's lulled him with a bedtime story . Marcus is oddly touched , pulls a cover over both the kids . KYLE starts , half - asleep -So saying , KYLE falls back asleep . MARCUS sighs , moves through the room , quietly opens a drawer or two and finds - A BIBLE .

AFTERNOON LIGHT , MARCUS sits on the floor by a room door , shotgun leaned on the wall at his side . He has the bible open in his lap , head bowed over it . CLOSER - his eyes are closed , he 's asleep . THE DOOR OPENS behind him , STAR peers out - and looks relieved to see Marcus is still with them . As she takes a step toward him , he starts awake .MARCUS relaxes , she sits down beside him .MARCUS shrugs and nods , flips to a random page , squints at the text .She 's already on her feet . CLOSE - A PHONEBOOK , minutes later . We hear MARCUS reading :STAR sits at his side , looking over his shoulder as he turns pages . She points to something :Star 's face lights up , she nods eagerly , sings along :STAR is dizzy with emotion , wipes an eye , turning away .MARCUS puts the phonebook aside , puts a hand on her arm ; and she leans into him for a hug , tears forming in her eyes .MARCUS looks down at her , affected .

`` How I wonder what you are. up above the world so high, like a diamond in the sky.''

AEROSTAT POV - a PIXELLATED ELECTRONIC IMAGE as it patrols the MOTEL AREA in its geometric pattern . It ZOOMS into the CARPORT , quickly scanning the abandoned VEHICLES , among which is an aged , open JEEP WRANGLER , its HOOD UP , parked beside a customized VAN . The cars are covered in DUST , the TIRES FLAT , they 've been sitting here for a decade . OBJECTIVE ANGLE - the AEROSTAT zips off on its rounds . After a moment , the VAN DOOR slides open . MARCUS moves quickly back to the JEEP , KYLE and STAR behind him . STAR checks her WATCH while MARCUS goes back to work on the JEEP 'S ENGINE . He 's found some tools , already has removed and cleaned SPARK PLUGS , dismantled the DISTRIBUTOR . KYLE , meanwhile , returns to INFLATING one of the tires with a BICYCLE PUMP .STAR wipes DIRT off the side of the VAN , revealing air - brushed ARTWORK beneath .MARCUS looks up from his work to see - A WHITE UNICORN in a FIELD OF FLOWERS .

THE AEROSTAT zips past the CARPORT . As soon as its gone -THE JEEP is suddenly PUSHED from the carport , tires somewhat inflated . MARCUS is on one side of the rear , KYLE on the other , STAR behind the wheel , the seat moved all the way up . They get the vehicle to a slight SLOPE , it begins to roll on its own .ANGLE IN JEEP We see it 's been hot - wired . STAR has her foot all the way down on the clutch , now lets up - THE JEEP BUCKS and SPUTTERS . but CATCHES . As soon as it does , MUSIC BLARES from the tape deck - raucous HEAVY METAL , the aged cassette SPEEDS and SLOWS . MARCUS runs for the driver 's side , but the JEEP is pulling ahead fast . ANGLE IN JEEP STAR is staring at the speaker , mesmerized at the sound of the MUSIC . When she looks out the windshield - - she 's about to HIT A WALL , SQUEALS in terror - - MARCUS vaults in and pushes her aside , squeezing behind the wheel , hitting the brakes and throwing the Jeep into neutral .KYLE hops in back as MARCUS adjusts the seat and FLOORS IT . THE KIDS are exhilarated as MARCUS zooms out of there , heading off - road across the plains , LIGHTS OFF , MUSIC LOUD .MARCUS turns the MUSIC DOWN . He looks up to see - - THE AEROSTAT , right over their heads , keeping pace with the vehicle , RED LIGHTS FLASHING . KYLE rises in back , SWINGS at it with the SHOTGUN BUTT - THE AEROSTAT deftly dodges the blows .MARCUS SLAMS on the brakes - the AEROSTAT stops a few feet ahead of them , hovering in the air . MARCUS picks up an X - shaped LUG WRENCH from behind his seat , rises , taking aim - - and HURLS THE WRENCH with amazing speed and power - - it flies like a throwing star and SMASHES the AEROSTAT to BITS in a shower of SPARKS and METAL . The three of them stare breathlessly for a moment .MARCUS flexes his hand , startled at his own strength .

The JEEP moves off - road , HEADLIGHTS OFF , traveling by MOONLIGHT . It SWERVES and BUCKS from time to time . MUSIC PLAYS from the TAPE DECK , something more melodic . ANGLE IN JEEP - KYLE behind the wheel , having the time of his life , MARCUS supervising , STAR enjoying the breeze and the unfamiliar sensation of a moving vehicle .The SONG suddenly GARBLES , turning to NOISE . MARCUS ejects the tape , pulls it out - it 's unspooled , tangled in the stereo 's guts . THE KIDS groan disappointedly . STATIC from the radio now . but a FAINT VOICE audible beneath it .MARCUS FIDDLES with the dial . He ca n't get the SOUND clear , rolls through the dial . Varying levels of STATIC , then a relatively CLEAR VOICE :STAR points toward the horizon . Marcus looks up .KYLE ACCELERATES .They SCREECH to a halt . IN THE DISTANCE - a RED GLOW of FLAMES far away . SILHOUETTED against this , strange FLYING VEHICLES and spindly , spider - like MACHINES are just visible .HIGH ANGLE - THE JEEP turns away from the conflagration , moves off in a new direction and vanishes into the darkness .

- proper ratio of ammonium nitrate to diesel fuel. A bomb of this type can be contained in an ordinary plastic garbage bag, and will detonate on impact.

This recording has described booby - traps and explosive devices. It will repeat every two hours on different frequencies to avoid Skynet jamming.

Do not give in to despair. As bleak as things seem, I assure you, humanity will triumph.

The machines only win when we give up hope. this is John Connor.

HIGH ANGLE - a crumbling SERVICE STATION with a RUSTING TANKER on flat tires , the cab long gone . MOVE TO FIND the JEEP approaching off - road . THE JEEP pulls to a stop , MARCUS gets out from behind the wheel and moves to the TANKER . STAR and KYLE , with his binocs , scan the area for signs of Skynet surveillance .MARCUS pounds on the TANKER - a deep echo .KYLE sniffs the air .STAR sniffs the air herself , eyes going wide .They both hop out of the Jeep , running toward the GARAGE , each carrying their unloaded GUNS . HIGH ANGLE - from BEHIND THE RUSTING SIGN , an AEROSTAT appears , aimed at the kids , LIGHTS BLINKING .

KYLE and STAR slither under a partially open GARAGE DOOR . The space is dark , SMOKE - FILLED . STRIPS OF DRIED MEAT hang from the hydraulic lift . The two youths look amazed and delighted . Kyle shoves the gun into his waistband , moves to the closest strip and PEELS OFF A PIECE , takes a tentative bite , then gnaws ravenously . Star leans the shotgun against the wall and follows suit . MARCUS lifts the garage door and enters , DAWN LIGHT streaming in behind him .Marcus squints at something in the darkness . He takes a step forward , then grabs Star 's arm .Now KYLE reacts to what Marcus saw , GAGS and SPITS out meat . He 's staring at - - a dried , severed HUMAN HAND , resting on a GRILLE in the sunken SERVICE PIT , where a CHARCOAL FIRE smolders . Star sees it too , turns and RETCHES , just as - - three animal - like CANNIBALS emerge from the back of the garage - two burly , ugly , unshaven MEN and a wild - eyed , unhealthy - looking WOMAN with matted hair . We 'll call them PIG , BULL and COW . PIG grabs the SHOTGUN , BULL grabs KYLE and yanks the HANDGUN from his waistband . COW grabs STAR , shoves her into the center of the garage , beside Kyle and Bull . Bull tosses the handgun to COW who keeps it trained on the kids , sizing them up .PIG eyes Marcus , points the shotgun in his face .MARCUS raises two fingers like a peace sign - then shoves them into the barrels of the shotgun . PIG snorts and PULLS THE TRIGGER - CLICK .MARCUS yanks the gun away and tosses it aside , HEAD - BUTTS Pig , who staggers backward , BLOOD SPRAYING from his nose . COW points the unloaded HANDGUN at Marcus - CLICK CLICK . KYLE and STAR get free of BULL and dash for the exit , they 're out of there in a flash . BULL CHARGES MARCUS , who dodges him , grabs the man and - - HURLS HIM HEAD FIRST into the CHARCOAL PIT - his BODY SIZZLES against the coals , he SCREAMS and WRITHES . COW picks up an AXE with two hands and SWINGS it at MARCUS who GRABS the HANDLE with one hand and YANKS it away . COW knows she 's met her match , turns and flees , heading out the way Kyle and Star went . MARCUS advances on PIG and BULL , brandishing the AXE . Pig squirms back across the floor , wiping BLOOD from his face .BULL has scrambled out of the coal pit , but is in too much pain to rise .Marcus looks ready to finish them off - but reacts to CRIES from outside , a loud MECHANICAL RUMBLE .

We did n't kill ` em! I swear to God, they was dead already, we was n't gon na let ` em rot -

Go ` head, take as much as you want, we're on the same side here -

A HARVESTER - a GIANT INSECT - LIKE TERMINATOR - is outside the station . Many times the size of a human being , MULTIPLE ARMS and LEGS sprout from its thorax , it has multiple CAMERA EYES on long , swiveling stalks - it carries KYLE and STAR , the kids struggle frantically , caught in the harvester 's jointed steel appendages . One unblinking EYE SCANS KYLE , another STAR ; the harvester produces a NEEDLE from one of its arms , INJECTS the boy - who instantly goes limp , unconscious . It does the same to STAR . As COW emerges - - THE HARVESTER SPRINGS on her , with startling speed . She SCREAMS as the enormous terminator hoists her into the air with the others , INJECTS her and begins moving toward - - A TRANSPORT . This consists of CONTAINER resembling a semi - trailer or wheeled dumpster , attached within a FRAMEWORK that features movable ENGINE PODS and a mysterious ARMATURE at the front . A STEEL LID in the top of the container OPENS hydraulically , the Harvester DEPOSITS the HUMAN CAPTIVES inside , and the LID SLAMS SHUT . MARCUS has emerged from the garage , still carrying the AXE . He stays low , hidden behind the tanker , watching as - - PIG and BULL flee through a back entrance to the garage , immediately attracting the attention of - - the Harvester , which sets off in pursuit . Marcus comes to a decision . He SPRINTS into the open , toward the TRANSPORT , and - - CLAMBERS up the side , hitting the thing at full speed , using an engine pod to boost himself higher . He 's still short but swings the AXE and - - hooks the AXE HEAD over the top of the container , like a grappling hook . He pulls himself up and - - crawls across the roof , to the LID . There 's a barred , reinforced MESH PANEL here , through which he can see - ANGLE IN TRANSPORT - about TWENTY HUMAN PRISONERS , unconscious on the steel floor . Among them are KYLE and STAR . Star MOANS , opens her eyes briefly and sees - - MARCUS ' SILHOUETTE above her . Her eyes flutter shut again . MARCUS struggles to raise the sealed lid , but there 's no purchase available , just a smooth seam . Suddenly - - the TRANSPORT JERKS . MARCUS nearly loses his footing as the TRANSPORT STARTS ROLLING forward . He drops to his belly , seeing that the transport is approaching - - the HARVESTER , which now carries PIG and BULL , both unconscious . THE LID OPENS and the Harvester DROPS the two men INSIDE - but its camera eyes fail to register Marcus , who crouches behind the open lid . As the lid BEGINS TO CLOSE , the Harvester attaches to the armature at the front of the transport , making itself an aerodynamic part of the machine . MARCUS THRUSTS THE HEAD OF THE AXE under the closing LID in order to prevent it from sealing . THE LID grinds against it , but remains ajar . A moment later - - THE ENGINE PODS ROTATE DOWNWARD , FIRE and - - THE TRANSPORT LIFTS OFF THE GROUND . Within moments , the airborne dumpster has risen hundreds of feet in the air .

MARCUS moves to the edge , looks down in astonishment at the fallow plains far below . Looking to the side , he sees - - A PAIR OF HUNTER KILLERS , swooping in quickly to provide an escort for the slower moving transport . WIND buffets Marcus , he hangs on for dear life . Clinging to the top of the transport , he slowly makes his way back toward the LID . As the transport BANKS , he almost loses his grasp , dangling for a moment before the craft rights itself . MARCUS reaches under the jammed lid and pulls with all his might . This thing is really heavy , plus he 's fighting the WIND BLAST . MARCUS hears something behind him - THE HARVESTER has spotted him and is now prying itself loose from the armature . Also buffeted by the wind , it starts to move gingerly down the length of the transport toward Marcus . MARCUS must let the LID CLOSE . He snatches up the AXE , takes a couple of WHACKS at the thing , DENTING the metal , but doing no serious damage . The Harvester KNOCKS the weapon out of his hand , Marcus has no choice but to keep backing away . MARCUS is driven to the back of the transport . Struggling for handholds , he lowers himself out of sight , down the framework along the side , getting out of the wind . Suddenly - - STEEL CLAWS WRAP around him FROM BELOW , YANK him downward . THE HARVESTER has crawled around the SIDE of the TRANSPORT , and under the BOTTOM , in order to GRAB HIM . The hideous machine now holds him in its clutches , hundreds of feet in the air , its CAMERA EYES fixed on him . THE HARVESTER produces its needle , it 's coming at his face - but MARCUS frees one hand , grabs the syringe , managing to hold it back , inches from his skin . His strength is weakening , but as the Harvester makes its final thrust - - he JERKS the NEEDLE to one side and it BENDS against one of the Harvester 's own steel limbs . Undaunted , the creature crawls up the side of the transport , Marcus still in its clutches . It moves to the lid , which OPENS . It lets go of Marcus to drop him inside when - - MARCUS seizes two of its appendages and swings up onto the harvester 's back , where he - - GRABS a couple of EYE STALKS , trying to RIP them from the harvester 's thorax , LOOSE WIRES SPARK . The Harvester twists and thrashes , it 's like he 's a rodeo rider . A LIMB wraps around him , starting to CRUSH him in a vise - like grip , when SUDDENLY - - CANNON FIRE RIPS through the towering HARVESTER , blowing its thorax to PIECES , barely MISSING MARCUS . A PAIR OF A - 10 WARTHOGS - the same colorful ground attack aircraft we saw in the first battle - ROAR PAST on either side of the transport . THE CRIPPLED HARVESTER topples off the side of the transport , still clutching MARCUS and - - CATCHES on an ENGINE POD , the creature and Marcus both suspended in the air . THE HARVESTER ROASTS in the ENGINE BLAST , its CPU finally dies . Marcus is suspended below the engine , the steel limb RELEASES HIM , he has to cling to it now , to keep from falling . The HUNTER - KILLERS peel out in pursuit of the two Resistance planes . A DOGFIGHT ensues between the much larger , more heavily armored H - Ks , and the smaller , more maneuverable WARTHOGS . CANNON FIRE CATCHES an H - K but has no effect . The H - Ks ' BLUE PLASMA PULSES barely miss the planes , which loop and bank . An AIR - TO - AIR MISSILE STREAKS from a WARTHOG and BLASTS the ENGINE of an H - K . AN EXPLOSION , the thing starts flying erratically , heading downward and - - CRASHING to earth in a glorious FIREBALL .

The planes are nearing a RIVER , bordered by sickly TREES . On the far banks , even from above , we see ominous MILITARY FORTIFICATIONS - CONCRETE BUNKERS , ANTI - AIRCRAFT GUNS , etc. . MARCUS meanwhile , is trying to climb up the dead Harvester , avoid the ENGINE BLAST and find a handhold on the transport . THE A - 10 that shot down the H - K comes around for another pass at the transport , but - - ANTI - AIRCRAFT GUNS at the far side of the river let out a VOLLEY of BLUE PLASMA - FIRE . The BURSTS arc toward the A - 10 , which swerves and climbs , but - - PLASMA FIRE destroys a wing , the A - 10 SPINS out of control . THE OTHER A - 10 breaks off its dogfight with its H - K and speeds away from the river . MARCUS is tantalizingly close to the upper lip of the transport , he reaches out and - - THE FRIED HARVESTER suddenly dislodges from the ENGINE POD , taking Marcus with it , into FREEFALL . WITH MARCUS , plummeting downward toward earth , a hundred feet below , the transport continuing on its way above , crossing the river . MARCUS ' POV - the ground and treetops getting closer . At the last moment , his continuing forward momentum takes him OVER THE RIVER and - MARCUS and the DEAD HARVESTER HIT THE WATER , hard , vanishing below the surface with enormous SPLASHES . The surviving H - K and the TRANSPORT continue across the river into Skynet territory , vanishing in the distance . CAMERA MOVES to FIND a PARACHUTE , drifting earthward on the unfortified side of the river .

HOLD ON LAPPING WATER for a beat . Then - - MARCUS breaks the surface , staggering toward shore , he drops to his knees in the shallows . WAKES APPEAR behind him . Hearing the water stir , Marcus turns to see numerous DARK SHAPES moving rapidly in on him , from different directions , FLASHES OF METAL visible beneath the surface . These are HYDROBOTS - AQUATIC TERMINATORS - but we do n't get a good look at them -LRB- yet -RRB- and Marcus is n't sticking around . He scrambles for the riverbank and makes his way into the leafless trees .

MARCUS moves past the trunks of bare trees , pauses , looks over the water in the direction the transport took .BLAIR WILLIAMS , the helmeted pilot who ejected , hangs from the tangled remains of her parachute , caught in the trees about fifteen feet in the air above Marcus . MARCUS moves closer . Blair struggles to saw through her lines with a KNIFE .The LINES suddenly SNAP , Blair FALLS from the tree . Marcus ' reflexes are fast as ever , he 's beneath her in an instant and CATCHES HER . He holds her in his arms :He does so . Blair pulls off her helmet , her hair is short . She 's in her 20s , pretty , petite but strong , a no - nonsense , battle - hardened member of the Resistance . She pulls a COMPASS from her flight suit , consults it briefly as she orients herself .Blair is already moving , Marcus hesitates , then points across the water .She shakes her head , gestures toward the river .Marcus absorbs this , starts walking with her .She puts a hand out , listening . She signals for him to lay low , behind a fallen tree . NEARBY - a pair of T - 1s on patrol rumble into view . They pause , scanning the area , chain - guns at the ready . They start to move toward BLAIR and MARCUS ' hiding place . BLAIR quickly grabs a STONE and , staying down , hurls it as far away as she can - THE STONE strikes a few BRANCHES - THE T - 1s suddenly turn in that direction , GUNS BLAZING - THE WOODS in the immediate vicinity are torn to pieces by the GUNFIRE , small FIRES erupt from the incendiary bullets - it 's definitely overkill . THE T - 1s roll over to inspect the damage , out of view . BLAIR whispers :She and Marcus move away quickly , away from the trees . When they 're a safe distance from the robots -Blair SLUGS him hard , in the arm . He does n't flinch , but he looks surprised .MARCUS shakes his head . They keep walking .

I've got an ELT, but I ca n't call for a rescue here. There's an outpost a few miles upriver - not my favorite people in the world, but it's safe. Let's move.

Christ, we almost shot it down. There've been rumors about a concentration camp, but.

They ca n't see, but they have killer sonar. They'll attack anything that moves or makes a sound. Even if you get past them, you'd be dead before you covered a hundred yards. If the terminators do n't get you, the fallout will - heavy rads all the way to the Gulf coast, nothing can live there.

Lt. Blair Williams, I fly for what used to be the Air National Guard.

Well hell, maybe you are dreaming. Do us all a favor and wake up already.

So let me get this straight, Marcus. There you are on death row, they stick a needle in your arm. and the next thing you know, you're here.

Since this ai n't the resurrection, there's only one possibility.

Whatever they pumped into your veins just knocked you out. This Angel Project you signed up for - there was a lotta cryogenic stuff going on before the bombs fell, they musta froze your ass.

Drug tests, medical experiments, organ harvesting, who knows? You said you had no family, no friends - why let a body like yours go to waste?

We're in a mutation zone. I saw a two - headed squirrel here once -

Levels are tolerable now, but just. We ca n't spend the night here.

It's not far, but we'll never get across the mine field at night. Might as well STAF till morning.

Maybe it's just gon na take some time. Before you're completely thawed out.

How's it going, Barnes? Thought you might like a late - night snack.

You know I always liked you, Barnes. I just did n't want to join the harem.

Whatever you are - I owe you one. Once you're free, I'll lie down next to Barnes - they'll assume you escaped while we were passed out -

Marcus, Command wants to take you apart, cut open your head. One thing I know, you're alive - and you've got a right to live.

Here. My ELT - emergency locator transmitter. If you find the camp, activate it like this. It could really help the Resistance.

A couple of kids. They were taken in a Skynet transport, probably to some kind of prison camp - he said their names were Star and Kyle.

We've been ordered not to talk about it - the hybrids, everything about that place is top secret.

THE MOON over a scrubby forest , trees just a few feet high . BLAIR and MARCUS seem like giants as they move among them . They 've been talking a while , Blair 's absorbing something .She 's looking him over as she says this , it almost sounds flirtatious . Marcus changes the subject .BLAIR pauses , checking a small GEIGER COUNTER she carries - it CLICKS a bit .They start moving again . Marcus pauses , listens :Now they both hear an eerie HOWL , changing in pitch - like a coyote on crack . More than one picks up the CHORUS .She pulls a SIDEARM , holds it at the ready as she starts running , away from the direction of the noise . Marcus keeps up at her side , looking behind them . WITH THE DOGS We do n't get a good look at them , but there 's a pack of large BEASTS moving quickly through the undergrowth , gaining on the fleeing humans . BLAIR sees they wo n't outrun them . She spins , FIRES in the direction of the approaching PACK . Suddenly it 's quiet - the animals fan out , forming a circle around Blair and Marcus .QUICK SHOTS of MUTANT EYES , glowing in the dark - ENLARGED TEETH - DARK , MASSIVE FORMS moving through the brush .After a few tense beats , from the foliage - A SKINDOG leaps at BLAIR from behind - it 's hideous , the size of a Great Dane , hairless , with veiny , wrinkled skin and long , catlike CLAWS . Before Blair can react , MARCUS leaps between her and the dog , grabs the slavering creature by the throat . It SNAPS its ELONGATED TEETH at him , but he manages to BREAK its neck and hurl it toward - TWO MORE SKINDOGS moving in for an attack . BLAIR FIRES a few SHOTS at the encroaching pack , we hear a few YELPS - MARCUS protects her , effortlessly tosses a few more SKINDOGS aside , ignoring vicious bites and scratches . The other SKINDOGS turn on dead and injured pack members , begin TEARING INTO THEM . There 's an opening now , the two humans make a run for it . BLAIR catches her breath , looking him over , seriously impressed by his strength and calm .MARCUS shrugs , turns back to see the feeding frenzy .

It 's darker now , the moon is down . MARCUS and BLAIR move gingerly - she TRIPS , he catches her before she falls .BLAIR sighs , yawns , sits against a tree .MARCUS nods , sits a few feet away from her .MARCUS slides toward her , she nestles against him .Soon they 're kissing passionately . But MARCUS pulls away , rolls onto his back .She 's slipped a hand inside his pocket for warmth . now she pulls out the SCRAPS of paper , with women 's faces . She squints at these in the dark .MARCUS speaks carefully , unsure how to articulate this .She closes her eyes , settling against him , her head against his chest . Marcus stares up into the darkness .

DARKNESS . We just make out KYLE and STAR among the other PRISONERS , most of whom are awake now in the steel container . Star still wears her baseball cap . The prisoners are JOSTLED as the transport touches down .

The TRANSPORT has landed amongst numerous CONTAINERS , CRANES and VEHICLES - all is dimly lit , enveloped in a vague reddish HAZE . THE FLYING FRAMEWORK and ARMATURE detach from the TRANSPORT , and TAKE OFF into the air again - leaving the trailer - like wheeled CONTAINER . Something resembling the CAB of a semi - truck backs into position , latching onto attachment points on the container .

- A SMALL PANEL SLIDES OPEN at the front of the transport , and a half - dozen PROCESSING AEROSTATS buzz inside from the cab . These are larger than the spy drones , with attached PINCERS that can encircle a person 's arm . PRISONERS duck , try to dodge these things . But they quickly buzz from captive to captive , latching onto their arms - we hear SCREAMS , see FLASHES OF LIGHT from the aerostats . KYLE tries to bat away an AEROSTAT , but its PINCERS latch onto his forearm . A SIZZLING SOUND - Kyle CRIES OUT with the pain , a flash of RED LIGHT - then the aerostat DETACHES and moves to its next victim . STAR gets the same treatment from a different AEROSTAT . She moves to Kyle 's side , tears in her eyes , sucking on her burned wrist to ease the pain .KYLE looks grimly down at - - a fresh BAR CODE seared into his arm .

THE CAB and CONTAINER , now resembling a semi , pulls out of the loading area . Digitally controlled , it needs no headlights as it rolls in the near - darkness . OVERHEAD ANGLE as the vehicle moves onto a cloverleaf access ramp leading to a HIGH SPEED SUNKEN HIGHWAY , a river of fast - moving TRAFFIC heading in both directions - unlit vehicles moving close together at 120 mph through the reddish gloom .

CLOSE - BLAIR and MARCUS 's feet trudge through low brush , step over undergrowth . CAMERA MOVES to find a STRAND OF BARBED WIRE , emerging from the dirt a few feet away . MARCUS pauses , almost having stepped on a WATERMELON .BLAIR stops walking , alarmed , a few feet away from him .MARCUS looks around them , points .A few yards away , STRINGS OF BARBED WIRE . CAMERA MOVES to reveal it 's behind as well as ahead of them . They 've come through a gap where the wire had fallen .

DARK . We hear BABIES CRYING from nearby , FUMBLING in the dark , muttered CURSES - then a MATCH lights a CANDLE . BARNES , 20 - ish , good - looking and cocky , yawns and sneers , annoyed at being awakened . TWO WOMEN share his mattress .MORRISON is bearded , long - haired , bleary - eyed , a middle - aged man in charge here . He sits up in bed , also beside A COUPLE OF WOMEN . This place has become an underground crash pad , communal living for about a dozen people - Morrison and Barnes the only men , four or five WOMEN and quite a few CHILDREN of varying age . BARNES grunts , yanks the blanket off his bedmates , who CRY OUT in protest . He wraps it around himself , carries the candle as he steps around other SLEEPING FIGURES , makes his way toward a METAL STAIRCASE winding downward . Moments later , we hear a GAS ENGINE start up - LIGHTS flicker on . The place is pretty grimy and run - down , but it was once a military environment . There 's a BANK OF TV MONITORS against one wall , which COME TO LIFE . A couple of the WOMEN move toward the adjacent NURSERY AREA to tend to the babies - one of them , LISA , moves to the TV MONITORS . She squints at one .ON A SCREEN MARCUS and BLAIR in the exact positions we last saw them , looking exhausted . They CRY OUT , unheard .

OK, if you keep walking straight you're gon na get blown all to hell. turn to your left and take, oh. five steps.

This used to be an ICBM silo, we're just trying to stay alive here. Your turn - where'd you come from?

John Connor founded the Resistance. When the war began, no one even knew who the enemy was - Connor taught us how to fight back. He saved humanity.

Nobody sees him. Skynet ca n't be allowed to discover his location, even his appearance is kept secret.

Nothing. Los Angeles is sending a chopper - seems you're some kind of VIP.

Regional does n't know what to do. They're gon na patch us through to Command Los Angeles.

BARNES pokes his head up from a concealed TRAPDOOR thirty yards from BLAIR and MARCUS , who are hoarse from shouting .BARNES consults a MAP , turning it to orient himself .BLAIR and MARCUS obey , moving cautiously .They do as told .They slowly pace five steps . On the fifth one , there 's a CLICK beneath Marcus ' foot - A horrified moment of eye contact between him and Blair - she DIVES TO THE GROUND , away from him as - BOOM ! MARCUS is thrown through the air by the EXPLOSION - MARCUS ' BODY lands a few feet from the trap door .

Frantic action - the unconscious MARCUS is carried down a corridor from the open trap door by BARNES , MORRISON and a couple of women , NANCY and LISA . BLAIR , bleeding from shrapnel injuries , assists . She yells at BARNES :

MARCUS is deposited gingerly on a METAL TABLE in this crude MEDICAL AREA . Numerous INFANTS and TODDLERS about . JANE , a doctor , moves toward MARCUS with scissors and other medical tools , cuts away a tattered pants leg , the shreds of his sneaker . She stops and stares , palpates a BLACKENED LEG briefly . She looks up in alarm .She takes a scalpel , pulls it across the CHARRED , HEAT - DEFORMED SKIN . It does n't even leave an incision .JANE opens Marcus ' shrapnel - torn shirt , takes the scalpel and gingerly pulls it across the flesh of his chest . No effect .JANE looks at MORRISON , backing away from Marcus .CUT TO BLACK . MEMORY MONTAGE : QUICK SHOTS - altered , impressionistic , as before . SFX of STATIC , high - pitched , complex DIGITAL NOISE . - a detached , fleshless metal framework for a ROBOTIC HAND is suspended by wires - it FLEXES , forming a FIST . - CAMERA CIRCLES a muscular MALE TORSO , without arms , legs or head . METALLIC ATTACHMENT POINTS await these missing parts . - the inside of MARCUS ' FACE , a thin membrane of artificial skin with eye , nose and mouth holes , is lowered through an AQUEOUS environment TOWARD CAMERA . THROUGH AN EYEHOLE we see SERENA , face distorted by the LIQUID . She looks worried . We hear her MUFFLED VOICE :

He stepped on a Claymore? This guy oughta be in a hundred pieces.

Thermoplastic skin, some larger hydraulics, but mostly titanium microgears. This looks like some sort of aeration and hydration system, function unclear at this point. Valves and what looks like an access panel below the ribcage.

Eyes are polymer optics, very lifelike. Lead shielding all around the skull, presumably to protect the CPU.

START TIGHT ON MARCUS as he opens his eyes , a beam of bright SUNLIGHT in his face . CAMERA PULLS BACK and ROTATES to reveal that he is suspended UPSIDE - DOWN from a winch by a two - inch thick STEEL CABLE . MARCUS thrashes , trying to free himself , then looks up and sees that - - the CABLES are strung through HEAVY STEEL BOLTS which have been DRILLED THROUGH HIS CALVES , locking them together . His FOREARMS have been immobilized in the same grotesque fashion . From above , the BEAM OF SUNLIGHT shines through the narrow crack between an enormous pair of SLIDING STEEL PANELS . MARCUS twists his neck to look downward - MARCUS ' POV - a circular pit below , the dark bottom invisible to him - he 's hanging near the top of an empty MISSILE SILO , its ICBM launched years ago . At one edge of the silo pit , near scaffolding and tool carts , SMALL CHILDREN have gathered to stare . Also there is BARNES - he leans back , eyes closed , in a folding chair , with an RPG in his lap . One of the KIDS taps Barnes ' leg and he jerks upright . He immediately trains his weapon on MARCUS , clearly nervous now that the terminator is conscious . MARCUS stares at Barnes , deadpan , for a beat .

CLOSE ON X - RAYs of MARCUS ' TORSO and LIMBS - clearly mechanical gears , steel plating , hydraulics , etc. .WIDER , JANE holds up an X - ray of his SKULL , which shows almost nothing .MATTRESSES have been piled to one side , we now see framed , cracked and yellowing POSTERS of MILITARY EQUIPMENT - AIR FORCE JETS , ATLAS ROCKETS , etc. . These are interspersed with crude CHILDREN 'S DRAWINGS on the walls . BLAIR sits at a battered dining table , surrounded by angry outpost RESIDENTS , including JANE and MORRISON .At the communications area by the TVs , LISA wears a HEADSET , speaking into a SHORTWAVE RADIO . She calls to the others :NANCY , an overwrought older WOMAN , gets in Blair 's face , pointing at the X - rays .A KID runs into the room .

How could you bring this monster here?! This is our home! Our children -

BLAIR is first to reach the edge of the silo , horrified at the sight of the dangling MARCUS . BARNES keeps the RPG trained on him , they shout over each other .MORRISON and the OTHERS join them , eyes fixed on Marcus .Morrison puts a hand on her arm .During the above , other KIDS and ADULTS IN BG AD LIB - `` Kill it , '' `` Goddamn robot , '' etc. - increasing mob anger , until -His impassioned CRY silences the onlookers . He speaks more quietly , desperately :His CRY ECHOES through the silo . The CHILDREN cower behind the adults . BLAIR is genuinely moved by his plight . BARNES hefts the RPG , looks toward MORRISON - `` should I ? '' Morrison seems torn , about to give the order - LISA rushes in from the communications area , breathless , amazed by her own news :They all seem astonished - this has gone right to the top .

MARCUS sits impatiently in a wooden chair , facing a VIDEO CAMERA and a MICROPHONE . BARNES trains an RPG at his head while MORRISON finishes PADLOCKING HEAVY CHAINS to the BOLTS in Marcus ' arms and legs - these attach to a nearby STEEL POST . BLAIR stands nearby . LISA fumbles nervously with the TRANSMITTER , plugging in wires .LISA makes a connection , we hear CONNOR 'S VOICE , the same one we heard on the car radio .

MARCUS ' FACE pops to life on a VIDEO MONITOR . We 're in a Spartan , windowless space , it feels like it 's underground .JOHN CONNOR leans INTO FRAME , studies the screen . He wears a dark sweater , nothing like a uniform . Connor is 40ish now , but looks older , prematurely grey , years of war have taken a toll . There 's an ever - present sadness in his eyes .

This is n't right. I ca n't be having a conversation with a terminator, Skynet is n't that sophisticated yet. Unless. were you sent here from the future?

Skynet's developing a time displacement field, we've decrypted recent data transmissions.

I know for a fact that soon machines will be travelling back decades. To try and stop us from winning this war before it begins.

Get him to our best people for disassembly, find out what makes him tick. We need to get into that metal skull, crack his CPU at all costs.

No. Because I knew I would be, I was told. I know when and where the major battles are going to take place. I know I'm going to send my own father back through time to save my mother - even though I have n't met him yet. Christ, I even know the year I'm going to die.

Lieutenant Williams. I'm sorry about the way you've been treated, but we're forced to take every precaution. I'm John Connor.

I've gone over your record, lieutenant. You're a good soldier, flown a lot of missions.

We know he's crossed into Skynet territory, why would he do that if he is n't -

I always knew I'd have to find him someday. I just did n't know how.

Mobilize a combined air and naval assault, all available resources. We're sending in a rescue team ASAP.

I'm standing here, I exist - so it must have worked. We will find him.

The last boatload is right behind me. Skynet's pouring in reinforcements, we ca n't hold this place. And the people in the houses, they wo n't leave -

I never knew how I was supposed to win this war. But I finally understand : the idea of John Connor is more important than the person.

MARCUS listens to the disembodied VOICE , unimpressed . The OTHERS almost stand at attention .MARCUS rolls his eyes , makes an angry FACE at the CAMERA .Marcus takes this in for a sober moment .This earns outraged glares from the others , but Blair stifles a smile . Barnes moves to strike him , Morrison stops him .The CONNECTION goes dead .

Densely marked MAPS on a CONFERENCE TABLE . CONNOR is now flanked by a couple of SENIOR ADVISORS , older military men - along with KATE BREWSTER , late 30s , now his wife - and visibly PREGNANT . She 's poring over FAXES of the X - RAY IMAGES . -LRB- Like Connor , all military personnel here favor casual dress , at most pins or patches to indicate rank . -RRB-CONNOR picks up the FAXES , disturbed by them .THE ADVISORS nod , pick up their papers and exit . As soon as they 're gone , Connor sits wearily in a chair , tosses the X - rays and papers onto the table , his authoritative mask slipping . Kate touches his arm . He leans his head against her pregnant belly .He BANGS HIS FIST on the table atop the PAPERS .

He's not a cyborg - no blood, no human tissue over the endoskeleton.

Let's hope. If there are more out there like him, we're in serious trouble. Christ, a terminator with attitude.

East - central Texas, near an area of heavy Skynet concentration. The outpost where they're holding him is reasonably secure, but it's not much more than a commune.

All to find one teenage boy? John, you really think this can work?

Marcus. you're going to need to be rebuilt. Your face, your body, your voice.

Very few people know what John actually looks like. Only the technicians and our closest advisors need ever know the truth.

Who else? Only you know the enemy from the inside. You liberated a Skynet camp. you're a hero.

MARCUS is marched down the corridor to the launch tube , Frankenstein - like , MORRISON holding the chains , keeping a safe distance from him , while BARNES keeps the RPG trained at Marcus ' head . Marcus shuffles awkwardly , the bolts hampering his ankles . It 's reminiscent of his death walk at film 's opening .They reach the edge of the SILO PIT - a long drop , smooth walls , a long METAL LADDER leading down into darkness . MARCUS pauses by the ladder , holds up his bolted arms questioningly - `` now what ? '' At a look from Morrison , he and Barnes BODY - CHECK MARCUS at once , sending him flying over the edge - MARCUS FALLS the thirty feet or so , strikes the concrete FLOOR of the launch tube with a sickening THUD , the CHAINS clattering down around him . MARCUS is stunned , barely conscious as the LADDER is PULLED UPWARD . It 's like the bottom of a well , twenty feet in diameter , sheer concrete walls , the floor BLACKENED from a rocket blast . ANGLE UP - his captors look down at him for a moment , then move out of view .

CAMERA MOVES past the PRISONERS , a couple dozen total . An HISPANIC COUPLE huddle against one wall , whispering to each other IN SPANISH . COW rocks in despair , head in her hands , BULL and PIG mutter to each other nearby . an OLDER WOMAN prays , going through rosary beads . FIND STAR and KYLE . She 's watching as KYLE uses his pocket knife to CARVE an image in the wall of the transport . He looks up .The BACK PANEL rolls upward . CONTROL ROBOTS - reminiscent of the treaded T - 1s but without the heavy weaponry - flank a path from the rear of the transport towards BRIGHT LIGHT up a RAMP a short distance away . THE PRISONERS instinctively move away from the robots , moving to the front of the container . until ZZZAP ! BLUE ENERGY crackles across the floor . THE PRISONERS CRY OUT in pain at the electrified surface , and dash toward the opening at the rear , leaping out of the container . LOW ANGLE , as the prisoners run by , we hold a moment on Kyle 's graffiti - it 's the STICK FIGURE IMAGES of KYLE and STAR we saw before , they both hold hands with a LARGER STICK FIGURE who stands between them , meant to be MARCUS .

THE CONTAINER has stopped in a large subterranean space . There are numerous FUTURISTIC VEHICLES here - hydrogen CARS , three - wheeled ATVs , electric BUSES . CONTROL ` BOTS closest to the container start to close in on the huddling PRISONERS . A ROBOT BUMPS into BULL , sending another JOLT OF ELECTRICITY through his body , like a cattle prod . Everyone gets the picture , starts hurrying down the line , the ROBOTS closing around them . COW looks around nervously , clearly freaking out . Spotting a gap between the robots , she bolts - - a ROBOT SWIVELS and CUTS HER DOWN with an ENERGY BLAST . She lies still , SMOKE rising from her body . The other PRISONERS pick up the pace .The LIGHT emanates from FROSTED WINDOWS at the top of the RAMP , through which we make out the SILHOUETTES of human figures . GLASS DOORS part ahead of the prisoners - a stark white , sterile environment beyond . THE ROBOTS stop here . THE PRISONERS disappear inside . and the DOORS CLOSE .

BARNES remains on guard duty with the RPG , propped up on some cushions , a LANTERN by his side - it 's pretty late , the generator 's shut down . He 's reading an old , yellowed COMIC BOOK , he has a small stack at his side . MARCUS ' VOICE echoes up from below , startling him .BARNES returns to his reading . He reacts to FOOTSTEPS from the long corridor into the living area behind him . BLAIR approaches with a FLASHLIGHT , her manner conciliatory .She pulls a crumpled plastic PACKAGE out of a pocket of her flight suit - ancient Hostess snack cakes . BARNES ' eyes light up as he puts the RPG aside and grabs it .BARNES tears open the package hungrily , takes a bite . He grins , but as he chews , his expression darkens .From another pocket , she produces a plastic water bottle filled with a murky gray liquid .So saying , he takes the bottle , unscrews the cap and takes a long pull . It 's powerful hootch , he gasps for air , passes her the bottle as she sits beside him . She does n't drink .He pulls her close to him for a kiss . After a moment , she pulls away and moves to the corridor entrance . There 's a large SLIDING STEEL DOOR here .With some effort , she pulls the door CLOSED . BARNES rises with a grin , undoing his shirt , coming close to her . He 's already unsteady on his feet .He puts his arms around her for a full body embrace -His words are slurring . He slides to the floor , slowly losing his grip . He rolls onto his back with a drugged - out expression of bliss on his unconscious face .IN THE BOTTOM OF THE PIT MARCUS leans against the wall in the dark , rolls out of the way as the LADDER drops . BLAIR descends quickly , the FLASHLIGHT in her belt , a battery BLADE SAW in one hand . She sets the flashlight on the ground and moves to his side -He does , she fires up the SAW , moves it carefully to the bolt joining his forearms . SPARKS fly from the BUZZING BLADE as it digs into the metal - it 's going to take some time .THE BUZZING SAW BLADE sound - bridges to :

THE WHIR OF CHOPPER BLADES . A SPOTLIGHT shines over the low growth in the minefield as a BLACKHAWK HELICOPTER circles , coming in for a landing . WEAPONS RACKS are jury - rigged beside the spotlight , the chopper bristles with AUTOMATED CANNONS , MISSILES and NAPALM TANKS . THE SPOTLIGHT picks out the CONCRETE and STEEL CAP of the LAUNCH TUBE .

THE SAW finishes cutting the BOLT between Marcus ' legs ; his arms are already free . The BUZZING cuts out , but now they hear the CHOPPER LANDING directly overhead .MARCUS slides the BOLTS out of his legs , freeing himself from the chains .BLAIR studies him a moment , no changing his mind . But she admires him . She starts up the ladder , MARCUS following . BARNES is still passed out as BLAIR and MARCUS ascend to the platform around the pit . They move to the sliding door - BLAIR starts to open it , but sees a LIGHT and hears VOICES and FOOTSTEPS at the far end , SLIDES IT SHUT again .MARCUS points to a LARGE VENTILATION FAN behind STEEL GRATING , eight feet above them , on the far side of the pit . It 's not running , but there 's no way to get through it .MARCUS is already picking up the RPG - but he points it backwards , has no idea how to shoot it - BLAIR grins , grabs the RPG from him - then braces herself , takes aim and FIRES - KABOOM ! The EXPLOSION rips OPEN the GRATE , destroys the FAN .

MORRISON escorts a pair of powerful UNIFORMED SOLDIERS armed with HIGH - TECH RIFLES with explosive shells - they react to the EXPLOSION beyond the closed door - and break into a run , the soldiers readying their weapons .

MARCUS and BLAIR have moved around the narrow walkway to the far end of the pit , beneath the SMOKING HOLE . Blair thinks of something , pulls a small DEVICE from her flight suit , the size of a pack of cigarettes , holds it toward Marcus .She indicates a button . MARCUS takes the device - - then grabs her , KISSES HER hard on the mouth - she 's startled - it felt very human .MARCUS grabs the sharp , still smoking STEEL projecting from the hole and pulls himself upward as - THE DOOR SLIDES OPEN and the SOLDIERS open FIRE at MARCUS - BLAIR hits the deck as EXPLOSIVE SHELLS tear HOLES in the CONCRETE - - SHRAPNEL hits MARCUS in the back , he 's thrown into the ventilation shaft -

MARCUS has a CHUNK OF REBAR lodged in his left SHOULDER , but he does n't even notice this yet . He picks himself up and moves quickly in the darkness , crouching in this cramped tube . There 's a TURN up ahead , he just makes it as - An EXPLOSIVE SHELL rockets through the shaft behind him - BOOM ! THE BLAST TEARS through the metal tube , DIRT POURS IN , blocking the tunnel from his pursuers .

Near the edge of the clearing , a low STEEL VENT with a peaked CAP . DENTS appear in it from within - MARCUS finally PUNCHES his way out , pulls himself up and rolls onto the dirt - for a moment he seems safe , laying low in the grass . Then - - he registers the REBAR in his shoulder . It goes right through him , emerging from his chest . Marcus is stunned . With some effort , he YANKS OUT the REBAR and tosses it aside . TORN METAL of his steel endoskeleton is now exposed , along with a glimpse of circuitry . Marcus reels , puts a hand over the hole in his chest where a heart should be ; he really is n't human . He does n't have much time to deal with this as - - THE CHOPPER emerges from behind the treeline , the SPOTLIGHT picks him out and AUTOMATIC FIRE erupts - MARCUS runs a few yards and throws himself to the ground as - GUNFIRE STRAFES around and ahead of him - setting off several MINES which send up clouds of dirt . MARCUS picks himself up and runs for the trees , leaping over the barbed wire .

MORE GUNFIRE rips apart the trees around Marcus as he sprints and weaves , making his way toward the river . The SPOTLIGHT picks him up and loses him again - it 's tough for the chopper to get a clear shot at him here .

MARCUS has reached the edge of the trees , he can see the river just beyond . He starts to move for it , when - - FWOOM ! The forest around him ERUPTS INTO FLAME , the chopper has laid NAPALM along the river 's edge . MARCUS reels from the intense heat , bats out FLAMES on his clothes , but his skin remains undamaged . Realizing he can keep on moving - - MARCUS DASHES through the dense FIRE to -

- the RIVER , where the sky is just starting to LIGHTEN . MARCUS SPLASHES into the shallows , extinguishing the FLAMES . He fills his hands with water and sucks it down gratefully . ANGLE ON THE WATER - A GLIMMER of METAL below the surface , heading for the source of the splashing . Suddenly - - the BLACKHAWK CHOPPER drops down directly in front of Marcus , hovering a few feet above the water , the GUNNER pointing his weapon directly at Marcus -LRB- he 's one of the two soldiers we saw before -RRB- . The BLADE WASH swirls the water in a whirlpool and beats back the FIRE behind Marcus . As the GUNNER OPENS FIRE - - MARCUS DIVES below the surface , BULLETS ZINGING through the murky water . UNDERWATER - MARCUS is winged by a couple of shots , his thermoplastic flesh getting torn apart - WITH THE GUNNER - He pauses a moment , squinting into the WATER for a glimpse of Marcus , but failing to register that - - BELOW THE CHOPPER , right beneath him , the WATER ROILS as if teeming with piranha . Suddenly - - HYDROBOTS ERUPT from the RIVER with a hideous BUZZING SOUND . Hydrobots resemble segmented serpents , eyeless , but with razor - sharp heads that DRILL into their victims - they respond to sound and vibrations . About a dozen of these four - foot long , glistening steel snakes shoot from the water to attack the chopper . INSIDE THE CHOPPER - HYDROBOTS PIERCE the aluminum FLOOR , and shoot into the cabin , the PILOT and the two SOLDIERS CRY OUT . The GUNNER tumbles out of the chopper and FALLS in the water . THE PILOT attempts to maintain control , but the hydraulics are damaged and the steel serpents thrash about in the cabin . THE GUNNER surfaces , trying frantically to swim to shore . But the hydrobots are upon him , he SHRIEKS and disappears beneath the bubbling surface , which now boils with BLOOD . IN THE CHOPPER - A WHIRRING HYDROBOT penetrates the other soldier 's leg . He SCREAMS and wrenches the thing back out , tossing it from the chopper just before - - THE CHOPPER CRASHES INTO THE SHALLOWS . THE PILOT leaps from the cabin and makes it to shore , where he collapses . But the remaining , wounded SOLDIER ca n't get out of the hip - deep water before the HYDROBOTS are upon him . Suddenly , HANDS BURST from the water , grabbing the soldier . A second later , MARCUS SURFACES , slinging the man over his shoulder . He strides to shore , as if rescuing the man from enemy fire , hydrobots thrashing and bubbling at his waist . MARCUS reaches the amazed pilot , lays the wounded soldier down beside him , then tears a whirring , writhing HYDROBOT from the soldier 's belly and WHIPS its head against a ROCK - it SPARKS , micro - machine parts fly . The pilot and wounded soldier stare at him , astonished .He tosses the dead robo - snake aside , then turns and moves back into the water , quickly vanishing below the surface . UNDERWATER - MARCUS moves steadily across the silty river bottom . He does n't need air . HYDROBOTS come at him , he swats them away as if they were mosquitoes , CRUSHING in his hand those that linger too long . Those which make contact with his artificial skin ca n't get far , turn and swim off .

MARCUS emerges , the FLAMES still visible on the other side of the river , behind him . He does n't look back , as he moves into Skynet turf . This side of the river is n't wooded , everything has a concrete , industrial feel . Marcus is a mess , both clothing and skin are shredded and charred . He nearly bumps into a SKELETAL STEEL TERMINATOR , which emerges from behind a concrete wall . The terminator trains its PLASMA RIFLE on MARCUS , scans him , RED EYES glowing . TERMINATOR 'S POV - RED FILTER , MARCUS ' FORM is TARGETED . READ - OUTS on the side , the HIGHLIGHTED WORDS `` NON - ORGANIC - DO NOT TERMINATE . '' THE TERMINATOR turns from MARCUS , no longer interested , moving off on its preprogrammed patrol . MARCUS moves up a sloping , CONCRETE EMBANKMENT . At the top of the rise , he sees , spread out before him -

- a hideous industrial sprawl , OPEN GAS FLAMES , SMOKING FACTORIES , rumbling VEHICLES , H - Ks , TERMINATOR TROOPS on patrol . Nothing green , a GREY HAZE hangs over the landscape . After a moment , MARCUS shakes his head and gamely soldiers on , moving along the edge of the elevated embankment .

MARCUS moves past banks of ANTI - AIRCRAFT guns and MISSILE LAUNCHERS , interspersed with slowly rotating RADAR TRACKING DISHES - the first line of defense . From this fortress - like wall he descends into the nightmarish environment beyond . MARCUS reacts to a CAWING SOUND above , looks up to see - - A CROW perching on an overhead WIRE . A second later - ZAP ! A BLUE PLASMA PULSE blasts the thing to smithereens , a few BLACK FEATHERS drift down as - - a T - 400 -LRB- same mask - like face we saw earlier -RRB- lowers its plasma weapon and strolls on . Target practice . MARCUS stays out of the way of the TERMINATOR LEGIONS patrolling near the riverside .

MARCUS heads inland , past the ruins of a CHURCH - WALLS with the remains of stained glass WINDOWS , STATUES OF SAINTS . Hearing RUMBLING NOISES , Marcus hurries out of the way as - A WALL collapses , pushed down by an automated SKYNET BULLDOZER . This gigantic , self - operated construction machine has a swivelling CAMERA HEAD instead of a cab . Its giant TREADS roll over the STONE STATUES , crushing them to dust .

MARCUS keeps moving into Skynet 's turf . The demolition gives way to massive CONSTRUCTION , as the robots remake the human world in their own image . CONSTRUCTION ROBOTS erect a low - slung STEEL FRAME structure , automated CRANES and SUPPLY TRUCKS about . These robots are oversized versions of the steel terminators we know , but with multiple limbs bearing WELDING TOOLS , and TREADS instead of legs . Marcus watches as BEAMS are quickly welded into place by telescoping steel arms .

MARCUS continues into the completed robot city . Skynet 's ARCHITECTURE is featureless , bland , purely practical : single - story , windowless CONCRETE or STEEL structures with massive open DOORWAYS to accommodate their largest machines . A RED GLOW emanates from the interiors , the robots ' preferred lighting scheme . No sidewalks or signs , just thick GRIDS of POWER LINES and PIPES overhead . Constant NOISE of BUZZING POWER , RATTLING MACHINES , etc. . MARCUS steps inside one of these buildings -

This TERMINATOR ASSEMBLY PLANT is an intricate , multi - leveled clockwork maze of moving CONVEYORS and INDUSTRIAL ROBOTICS . ELECTRONICS and HYDRAULICS are ROBOTICALLY SOLDERED in place . STEEL PRESSES stamp out TERMINATOR PARTS - TORSOS , FACE PLATES , SPINAL COLUMNS , LIMBS . Partially - completed PARTS are moved by CONVEYOR to ASSEMBLY STATIONS , where LIMBS and HEADS are JOINED to TORSOS , elaborate OPERATIONS carried out by INDUSTRIAL ROBOTS , like the ones in present - day factories . SYNTHETIC SKIN is SPRAYED OVER a METAL ENDOSKELETON in precise amounts , building up to create human features . this is a T - 400 . An INDUSTRIAL ROBOT ARM picks up a CPU from a DRY - ICE CONTAINER . The CPU features the distinctive , linked rectangles familiar from the earlier films . The arm lifts this gingerly to a TERMINATOR SKELETON and INSERTS IT into the STEEL SKULL , SCREWING A SEAL over the hole . THE RED EYES flicker to life , and THE ARMATURE releases the TERMINATOR , which moves away under its own power . It removes a PLASMA WEAPON from a WALL RACK , moving past - - the dumbfounded MARCUS . THE TERMINATOR joins a dozen identical robots , who ride on a treaded SKYNET TANK with a PLASMA CANNON and FLAMETHROWER . There are numerous TANKS here , awaiting deployment .

Rounding a corner on a straight , narrow street , MARCUS sees all the ROBOTS and SMALL VEHICLES clearing into small NICHES built into the walls on either side , as if clearing a path for him . It takes him a moment to realize it 's not him they 're responding to - a RUMBLE BUILDS . A convoy of GIGANTIC SKYNET TRUCKS - a half - dozen modified SEMIS now driven by CPUS - bear down on MARCUS at extremely high speed . They carry construction supplies : massive STEEL BEAMS , CONCRETE PIPES , etc. . And there 's barely inches of clearance on either side . These things are n't slowing down . There 's nowhere for Marcus to duck out of the way . He has no choice but to RUN , as fast as he can , the lead vehicle gaining on him rapidly . MARCUS THROWS HIMSELF to the concrete in the middle of the street , pressing his body flat as the LEAD TRUCK passes over him , the wheels missing him by inches . But he has only a moment 's respite . THE NEXT TRUCK has a lower undercarriage , a steel CROSSMEMBER catches his back - - and DRAGS MARCUS beneath the vehicle , ripping off chunks of flesh . Marcus CRIES OUT , crawls ahead and clings to a forward portion of the undercarriage , keeping himself just above the pavement . His LEFT LEG , twisted and damaged , still drags on the asphalt , throwing up SPARKS . OVERHEAD ANGLE ON THE TRUCK - CAMERA PULLS BACK straight above the MOVING VEHICLE , amidst the convoy speeding down this sunken artery . CAMERA KEEPS MOVING UPWARD to reveal an AERIAL VIEW of Skynet 's city . Seen from above , the rectilinear STRUCTURES , criss - crossing POWER LINES and SPEEDING VEHICLES strongly resemble a PULSING CIRCUIT BOARD .

JOHN CONNOR moves grimly down a narrow , steel passageway , FOOTSTEPS ECHOING . He reaches the MP , outside the door .The MP looks a little surprised , but says nothing . He undoes the LATCH on the door and opens it for Connor .

A bare , windowless space with only a cot , a metal chair and a bedpan . BLAIR looks up , bleary - eyed , exhausted and scared . CONNOR gestures for the MP to close the door behind him .Blair 's mighty impressed , in spite of the circumstances . She leaps to her feet , stands at attention and salutes .CONNOR pulls up the chair , close to Blair , who sits on the bed . His tone is careful , controlled .Connor blinks at this , alert .Blair picks up on his interest , but does n't understand it .CONNOR is already on his feet , BANGING on the door - the MP unlatches it to let him out -

Partway down the hallway , CONNOR encounters KATE , who walks with him , takes in his expression .

START CLOSE on KYLE 'S HAND , clutching STAR 'S tightly . We hear them SINGING faintly , together :WIDER , their heads , feet and chests are clamped onto SLIDING TRAYS , a long row of these hold OTHER PRISONERS as well . Kyle and Star must reach across a gap between the trays to hold hands . -LRB- It 's the first time we 've seen her hatless . -RRB- The trays are all poised before panel - covered SEMI - CIRCULAR OPENINGS built into the wall , in a sterile , hospital - like environment . Above each opening is a MONITOR SCREEN . An ominous HUM is building . IN AN ADJACENT OPERATING THEATER , visible through GLASS WALLS , MEDICAL LASERS mounted on ROBOTIC ARMS work on anesthetized patients -LRB- we need n't see the grisly details -RRB- . BEHIND STAR and KYLE , the PANELS OPEN , the trays slowly SLIDE into the OPENINGS . SCREAMS and SOBS from other prisoners .Kyle and Star hold hands for as long as possible , then release their grip as their bodies enter the chambers and the panels slide shut .

Immobilized in this small , tubular chamber , like an MRI , STAR closes her eyes as she 's bathed in BRIGHT LIGHT , LASER GRIDS projecting over her skull . The HUMMING is LOUDER .

WITH MARCUS beneath the truck . He 's moved to the edge of the chassis , near a WHEEL , moving slowly , carefully . There 's a bit more clearance at the sides of the sunken highway now , but they 're still moving awfully fast . THE WHEEL TURNS , the vehicle suddenly SLOWS to negotiate a turn , braking downhill . Marcus seizes this opportunity . ANOTHER ANGLE as MARCUS LAUNCHES himself from below the vehicle , rolling into the GAP between the convoy and the concrete wall . The remaining vehicles RUMBLE PAST , as MARCUS presses himself against the wall . When they 're gone , he gets to his feet , limping down the highway on foot for a short distance , dragging his damaged leg behind him . He hears ANOTHER CONVOY approaching . Just in time , he finds a SEAM in the poured concrete , it 's enough to give him purchase - he struggles to climb up the eight feet of freeway wall . MARCUS makes it over the top , TRUCKS RUMBLING past below . This is desolate , hilly country . ANGLE DOWN - among the vehicles below is a CONTAINER , like the one that held Kyle and Star . We glimpse the anguished FACES and REACHING HANDS of CAPTIVES within . MARCUS reacts , moves as fast as he can alongside the trucks for a short distance until - THE VEHICLES shoot ahead around a curve and out of sight . In the distance is a COMPLEX OF BUILDINGS , clearly the destination . Marcus begins moving along the edge of the freeway , heading for the complex . He reaches the edge of a plateau , looks down , his expression changing . This is the last thing he expected to see . CAMERA MOVES to reveal -

- a panoramic view of a GORGEOUS COASTAL COMMUNITY . The place is lush , green , with well - maintained , lovely HOMES in the distance , a BLUE SEA beyond . The complex of buildings stands a few miles away , at the far end of the valley . MARCUS , amazed , limps down a gentle slope leading to this seeming paradise .

MARCUS emerges from a small stand of trees and finds himself looking at a groomed FAIRWAY . Marcus hears a NOISE nearby - - a GOLF BALL bouncing on the ground not far away . MARCUS turns in the direction it came from . An electric GOLF CART approaches , driven by a handsome , middle - aged golfer - JEREMY - who wears casual country club attire , eating from a clear BAG OF TRAIL MIX . Jeremy comes to a stop beside Marcus .Marcus slowly shakes his head , as Jeremy climbs out of the cart , looking him over carefully , taking in the exposed metal at his shoulder and leg .JEREMY eyes him , a little surprised at his ignorance .Marcus hesitates a beat , can he trust this guy ? But Jeremy simply seems eager to help , as he guides him to the passenger seat , then gets behind the wheel . With a smile :He extends a hand . After a beat , Marcus reaches toward it -Jeremy clutches Marcus ' hand tightly . Marcus blinks , Jeremy cocks his head , then lets go .With that , he hits the gas .

I ca n't connect with you at all. your interface must've been damaged. Do n't worry, soon they'll have you as good as new.

Well, of course not. Seems you got a little memory loss going on.

It's a foam resin. It can taste like anything you want it to - but of course, we do n't really need to eat.

We're in a transitional phase. Most of us need the comfort of the familiar a little while longer - food, shelter, sex. Until we forget the old life.

Eating - well, chewing - it's one of the hardest habits to break. but before long, none of this will be necessary. We wo n't even need these bodies.

` Cause I feel good. The interface recognizes negative emotions - rage, grief, despair - and stimulates positive endorphins in response. Thank God, life would be pretty unbearable otherwise, do n't you think?

Most of us worked at NASA or DARPA. I was an engineer on Project Angel -

Advanced Nexus of Genetic and Electronic Life - forms. A - N - G - E - L. You can stop choking me, it's not like I need to breathe.

We replaced the body's hydrocarbons with plastinated compounds while maintaining cellular structure - analog neural impulses were converted to wireless digital signals, controlling the micro - tech chassis -

The goal was a superior support system for the human brain - to go anywhere, do anything - explore deep space, the bottom of the sea. I specialized in optics.

JEREMY drives the cart down the road , past well - kept homes with generous lawns - it 's a beautiful , upscale community at MAGIC HOUR . BICYCLISTS and FUTURISTIC CARS pass , Jeremy waves to NEIGHBORS . Marcus takes it all in with disbelief .He holds the plastic bag out to Marcus , who obligingly takes a handful of trail mix , pops it in his mouth . After a beat , he spits it back out in his hand , stares at it .Marcus stares at him , confused . Jeremy is starting to realize just how out of it he is , speaks as if to a child .Marcus just stares , Jeremy gestures at the world around them .As he speaks , he notices his BAG is nearly empty . He casually lifts his sport shirt and CLICKS OPEN a PANEL beneath his rib cage . We glimpse CIRCUITS , FIBER - OPTICS .From within he removes an identical BAG FILLED with TRAIL MIX -LRB- the stuff he just ate -RRB- , and replaces it with the empty bag . He clicks the panel shut again , pops a NUT in his mouth . Marcus stares at this , appalled , then blinks and looks away . He reacts to the sound of PIANO MUSIC , a difficult piece being played expertly - PASSING a PICTURE WINDOW , he sees a PIANIST practicing . In front of this home , a GARDENER and WINDOW WASHER are hard at work . They 're both T - 400s , with the eerie mask - like faces . Marcus reacts .Jeremy winces , as if at a racial epithet . He 's starting to regret giving Marcus a lift , his manner is careful , as if he 'd picked up some homeless guy .Marcus grabs Jeremy , who pulls back a bit , alarmed .For a moment , Jeremy 's expression darkens . Then he shuts his eyes , and his features relax .Jeremy nods and SMILES , looking at him once more .

They 've left the main street now , driving down a WOODED PATH leading to the `` facility . '' There are lawns , fountains , etc. . Marcus SLAMS ON the brakes , then clutches Jeremy by the throat - the man looks more annoyed than frightened .Marcus drags the man from the cart by his throat , squeezing harder .Marcus releases him , but remains in his face . Jeremy takes a moment to recover his composure .He taps his own eye with an audible CLICK , not flinching . Marcus takes a couple steps away , looking at his own hands . Jeremy points to nearby BUILDINGS , a little peevish .So saying , he 's back in the cart , pulling away in a hurry . A moment later , Marcus moves off amongst the trees . Nearing the complex , Marcus reacts to BIRDSONG above . He looks up , stops as he sees - - a TINY SPEAKER , concealed amongst the LEAVES . MARCUS moves to this tree , touches it - the bark feels unnatural . He RAPS it with his FIST - it sounds hollow , made of FIBERGLAS . He fingers a LEAF , tries to bend it - PLASTIC . He crouches , studying the GRASS . After a moment , he finds a SEAM in the pristine lawn . He starts to peel it up . it 's ASTROTURF . Beneath it is SANDY DIRT . Marcus KEEPS PEELING the plastic covering back . more dirt - and BITS OF BONE . As he continues to uncover the ground we see recognizable CHUNKS of SKULLS , LEGBONES , etc. . By now he 's rolled back a few square yards , numb with horror . Marcus moves on toward the complex with new determination , trying to stay out of sight .

ON THE MONITORS above the long row of chambers - colorful 3 - D IMAGES of the prisoner 's BRAINS are being constructed , like PET scans . DENSE DIGITAL READ - OUTS BELOW , as data is analyzed . -LRB- Levels of seratonin , endorphins , etc. -RRB- Beside these are BARCODES and small INSET PHOTOS taken within the chamber , the subjects looking frightened . IN THE OPERATING THEATER , the LASERS are still now , their grisly work done for the moment , awaiting the next batch . An ENGINEER , a nice - looking , well - built young man in loose black clothing , moves down the row of chambers , studying results . He speaks into a subtle HEAD - SET :As he speaks , the BARCODES on the monitors in question turn either RED or GREEN in response to his judgments . He reaches KYLE 'S CHAMBER , we see Kyle 's anguished FACE on the monitor photograph .Kyle gets a GREEN BARCODE , the engineer is on to Star , he strokes his chin .On STAR 'S MONITOR - RED BARCODE . The engineer KICKS something on the floor , bends down to pick it up - STAR 'S BASEBALL CAP . He flings it expertly into - - a nearby TRASH RECEPTACLE .

32578 - acceptable. 32579 - no, insufficient neural capacity. 32580 - eh, this one should n't have even been brought here.

32581 looks good. 32582. hm, borderline. May not be emotionally compatible. Pass.

A series of LOW - RISE BUILDINGS , attractively LIT , surrounded by lawn , trees and water features . A HUMAN TRANSPORT heads down a RAMP into a parking structure ; a GATE closes . FIND MARCUS , watching this from behind some plastic foliage . He sets his jaw , removes something from his pocket , fiddles with it and places it carefully in the bushes . He moves on . Nearing an entrance , he hears a familiar voice from nearby .A BACKLIT FIGURE approaches - as her face enters the light , we see that it 's SERENA , looking healthy , beautiful . Marcus stares at her coldly .SERENA takes in his anger , adopts a regretful tone .SERENA puts her arms around him . He does n't return the embrace , but he does n't resist her .So saying , she presses a small , taser - like device at the base of his skull - ZAP ! MARCUS SPASMS and goes limp in her arms . SERENA lets him down gently on the ground .A pair of T - 400s now approach from the shadows . They pick up Marcus and carry him toward the building . CAMERA MOVES to find , hidden in the bushes where Marcus placed it - - the ELT , the EMERGENCY BEACON Blaire gave him . activated now , a single GREEN LIGHT PULSES .

DARKNESS , then a KNOCK and a DOOR FLIES OPEN . JOHN CONNOR sits up in bed . KATE blinks beside him .

Sir, I'm sorry to disturb you, but you said you wanted to know immediately -

CONNOR and KATE , hastily dressed , cross through the command center we 've seen before , and step through a HATCHWAY into -

- a MASSIVE CONTROL AREA for a HUGE SUBMARINE . SONAR and RADAR stations , a CREW of NAVAL PERSONNEL , most do not wear uniforms . This sub is where Connor has been the whole time . THE AIDE leads CONNOR to a GPS TRACKING TERMINAL , where NAVAL and AIR FORCE OFFICERS hover .The OFFICERS raise AD LIB objections -LRB- `` but sir - '' -RRB- . CONNOR raises a hand to silence them and moves a few steps away , beside KATE . They speak in hushed tones :He turns back to the OTHERS , holding their gaze .

The signal's coming from near what used to be Galveston, right on the coast.

There ca n't be any prisoners there. The whole area's a nuclear wasteland - only machines can survive the radiation levels for any length of time.

We see now that Connor 's on board a NUCLEAR ATTACK SUB , with TWO MORE SUBS moving in tandem behind it . HOLD ON the LEAD SUB and MOVE IN ON the STENCILLED NAME as it PASSES CAMERA : `` LOS ANGELES SSN - 688 . ''

START ON MARCUS ' DAMAGED LEG . It has been DETACHED from his body , halfway down the thigh . Elaborate CIRCUITS are exposed , as SURGICAL MACHINES perform repairs with LASERS , MECHANICAL ARMS replacing damaged parts . NEARBY , MARCUS opens his eyes , coming to . He 's CLAMPED onto an elaborate , mobile SURGICAL TABLE , the stump exposed . His body and head are secured within its framework . MORE MACHINES swiftly repair the damage to his chest and shoulder . MARCUS twitches , freaking out , struggling in his bonds - THE DETACHED LEG twitches as well .SERENA is on the other side of a GLASS PANEL , operating computer controls . This is an automated surgical environment , the work on Marcus carried out by various MACHINES and MICROTOOLS - busy HYDRAULIC ARMS , LASERS , etc. .MARCUS lets out a horrified , bitter laugh .THE SURGICAL TABLE swivels , bringing MARCUS into alignment with the repaired leg . In moments it 's reattached , the plastic skin thermosealed at the joint .THE LASER TOOLS and HYDRAULIC ARMS now move on their ceiling racks , coming close to MARCUS ' FACE . The TABLE INVERTS , exposing the back of his head .THE LASERS start cutting into the back of Marcus ' head , BURNING through the plastic SKIN . MARCUS lets out a CRY of rage , strains at his bonds .CLOSE as the HYDRAULIC ARM attaches to the back of Marcus ' head and removes a section of STEEL SKULL . REVEALING THE SURFACE of a HUMAN BRAIN , gray matter enmeshed in WIRES and CIRCUITRY beneath a clear PLASTIC CASING , in a bath of pale reddish LIQUID . Tiny NEURAL SPARKS fire .CLOSE as an elaborate ELECTRONIC INTERFACE MODULE is fixed at the base of Marcus ' exposed brain . ON MARCUS ' FACE - his expression of agony vanishes , his features become peaceful .

MARCUS is dressed in fresh clothes , his damage repaired - and he seems more at ease than we 've yet seen him . He walks beside SERENA , who wears a small EARPIECE , a high - tech cellphone device . They smile as they pass other HYBRIDS on the late shift .She clasps his hand in both of hers . MARCUS closes his eyes , a jolt of pleasure shooting through him . SPFX MONTAGE FLYING POV , THROUGH BANKS OF CLOUDS , RICH COLORS in the sky , glinting GOLDEN LIGHT - ROCKET DOWNWARD to a PRISTINE COASTLINE , some place like Hawaii - PLUNGE INTO THE WATER - RISE and come face to face with SERENA , SMILING . moving in for a kiss . CAMERA IRISES OPEN TO WHITE .

SERENA releases Marcus ' hands . He opens his eyes slowly , reeling from the intense moment . CAMERA REVEALS a subtle BULGE at the base of his skull , the implanted interface .Marcus shakes his head - far from it . Serena laughs .She leads him up steps into one of the buildings .

CAMERA TRACKS past GLASS WINDOWS , we glimpse ARTIFICIAL SKIN growing on a steel terminator skeleton . a prototype T - 800 , perhaps with a strong resemblance to Arnold . Elsewhere ENGINEERS observe a SHIMMERING COLUMN of LIQUID METAL , twisting and assuming different shapes within a sealed GLASS CONTAINER . WITH MARCUS and SERENA , moving past these observation areas .

START on a glowing TIME SPHERE , just a vague , translucent blue ball right now , dwarfed by the MACHINERY which sustains it . The sphere is set into a dome - shaped depression in the floor . There 's a distinctive , loud HUM . A PHYSICIST here at a TERMINAL . He nods toward - - SERENA and MARCUS as they enter .SERENA gestures at a large DIGITAL DISPLAY of a 24 - hour CLOCK : the date , 10.16.18 , 00:25 , SECONDS FLASHING PAST .They move to an exit , Marcus looking back over his shoulder at the glowing blue sphere .

CAMERA MOVES over TUBES and FIBER - OPTIC CABLES , which run into multiple GLASS CYLINDERS filled with translucent PINK LIQUID . These contain HUMAN BRAINS . there are hundreds of them hooked up in here .SERENA has moved to a COMPUTER TERMINAL , one of a few here .IMAGES begin to appear on the screen - small inset PHOTOS , each with a BARCODE . They quickly fill the screen . MARCUS leans forward , squinting . ON SCREEN - dozens of FACES , PHOTOS taken inside the TUBES , mostly looking terrified . MARCUS shakes his head .ON SCREEN - a new SET OF FACES appears one by one on the screen . This time , STAR and KYLE are among them , next to each other .MARCUS touches the screen , two fingers , one on each of the kid 's faces . THEIR IMAGES expand to fill the screen , side by side , KYLE on the left . KYLE 'S IMAGE , the date 10.16.18 . the time , 22:19:23 . The word , in green : PROCESSED . SERENA smiles .Move to STAR 'S IMAGE . 10.15.18 . 22:20:49 . and the word , in red : TERMINATED .Marcus takes this in , his face shows pain . Then SERENA grasps his hand - in moments , he 's smiling .Suddenly the building SHAKES , the sound of a distant EXPLOSION . SERENA releases MARCUS , listens in her earpiece .She touches him once more and moves off , leaving him alone here . We 'll hear other far off EXPLOSIONS from time to time during the following . MARCUS stares at - HIS FRIENDS ' FACES , which slowly FADE TO BLACK , replaced by his own REFLECTION . Seeing his own face , his smile vanishes . MARCUS is going through a terrible internal struggle , the interface fighting his own natural emotions . He backs away from the machine , looks around at the brains , all the lives destroyed . Hurrying past the wall of brains , he moves a hand to the base of his skull . with an ANGRY CRY - - his FINGERS dig into the plastic skin at the back of his HEAD - MARCUS grits his teeth , this is incredibly hard to do , but - - he RIPS THE INTERFACE MODULE from his skull - CONNECTIONS SPARK , we glimpse STEEL SKULL and the encased BRAIN beneath . MARCUS hurls the DEVICE to the floor , its elaborate CIRCUITRY SHATTERS . He reels with momentary anguish at what he 's just given up - then he moves out of there with determination .

FIRE and SMOKE in the distance , VEHICLES MOVING fast amidst the destruction . It looks like the place is under attack . MARCUS moves purposefully across the campus - suddenly HEADLIGHTS illuminate him . He dives out of the way as - A FUTURISTIC ATV roars past at high speed . It 's followed moments later by a massive SKYNET TANK . MARCUS scrambles to his feet , continues on his way .

THE PHYSICIST is SLAMMED against a wall . He never loses his unperturbed expression as MARCUS manhandles him . THE CLOCK reads 01:05 .MARCUS tosses the man aside , regards the GLOWING , CRACKLING TIME SPHERE - it does n't look too inviting . THE DOOR bursts open . SKELETAL TERMINATORS storm in , wielding PLASMA RIFLES - they mean business - THE PHYSICIST finally looks alarmed , getting in front of MARCUS as he yells -A TERMINATOR FIRES anyway , BLOWING A HUGE HOLE through the center of the Physicist 's chest and throwing him backward to the floor - the man looks down and shakes his head at the damage to his plastinated body .A SECOND TERMINATOR spins his weapon on - - MARCUS , who LEAPS into the center of the sphere just as THE ROBOT FIRES and HITS nearby MACHINERY which EXPLODES - ENERGY ERUPTS around MARCUS , the CRACKLING BLUE LIGHT of the time sphere surrounds him . We experience this from - - INSIDE THE SPHERE . Marcus instinctively crouches in a FETAL POSITION . An instant later , his CLOTHING BURNS OFF HIS FLESH . The HIGH TECH ENVIRONMENT around him TRANSFORMS into -

The wormholing fluctuates, right now it's oscillating between three and six hours -

Just breach the sphere. But you could materialize anywhere in a mile radius -

STAY WITH MARCUS - FOLIAGE APPEARS around the SPHERE . The BLUE ENERGY fades , leaving him naked , 20 FEET IN THE AIR - MARCUS PLUNGES to the ground and rolls . He looks up - THE PLASTIC TREE has been melted with the heat like a candle , DRIPPING down around him . MARCUS tries to get his bearings - he 's in the park area , the FACILITY not too far off . He moves in that direction .

THE GATE to the garage OPENS , an empty HUMAN TRANSPORT emerges . FIND MARCUS , concealed , still unclothed . He dives under the GATE as it rolls shut .

MARCUS moves stealthily through the space where the prisoners were off - loaded , keeping out of sight behind parked vehicles . He starts at the sight of - THE CONTROL ROBOTS , hooked to CHARGING POSTS along one wall . MARCUS makes his way to the GLASS DOORS . Using all his strength , he manages to PRY THEM OPEN .

The ENGINEER as we saw him before , consulting the MONITORS above the CHAMBERS .The engineer picks up STAR 'S BASEBALL CAP and flings it into the TRASH . Just then he hears SHATTERING GLASS behind him . He spins - MARCUS trains a ripped - off ROBOTIC LASER ARM at him like a weapon . The arm trails heavy CABLES and CIRCUITS , linking it to the operating theater we saw earlier . -LRB- These also artfully conceal Marcus ' nakedness . -RRB-MARCUS takes a step closer .THE ENGINEER moves to a RED ALARM BUTTON on a COMMUNICATION PANEL mounted in the wall , extending a hand - MARCUS connects two wires to FIRE UP the LASER and - A RED BEAM neatly SEVERS the ENGINEER 'S HAND at his WRIST . THE ENGINEER studies the metal STUMP of his severed hand with a blank expression .The ENGINEER smirks and WHACKS the ALARM BUTTON with his other hand . An ELECTRONIC KLAXON sounds .MARCUS FIRES OFF THE LASER again - - THE ENGINEER stares at him - we see a flaming STRIP in the wall behind his head . He takes a step toward Marcus and - - his HEAD TUMBLES OFF , bounces on the ground , and rolls to MARCUS ' FEET . -LRB- There 's no blood , just laser - severed electronic connections -RRB- . MARCUS picks up the ENGINEER 'S HEAD by the hair . The man 's brain is unharmed .THE MAN 'S MOUTH twists and grimaces , making ELECTRONIC STATIC from the FRIED VOICEBOX . MARCUS is taken by surprise when - - THE DECAPITATED BODY lunges at him , knocks the LASER from his grasp . After a brief STRUGGLE , MARCUS spins the engineer 's HEAD to face his body . He grabs the INTERFACE at the base of his neck .THE ENGINEER 'S FACE suddenly shows fear - his body FREEZES .AT A CONTROL TERMINAL , the one - handed , headless BODY taps keys and controls . MARCUS holds the Engineer 's HEAD so that he can see over his own shoulder . Moments later - - the MACHINE HUM winds down . THE MONITORS flash the word `` ABORT , '' the PANELS begin to OPEN . MARCUS addresses the HEAD in his hand .THE HEADLESS BODY begins to unbutton its shirt . MOMENTS LATER - CLOSE as KYLE 'S TRAY slides out of his CHAMBER . The RESTRAINTS retract automatically . He sits up , looking toward - - STAR , on the next tray . She has n't moved , her eyes closed .He climbs off his tray , takes her in his arms . She starts awake .Around them , the dozen OTHER PRISONERS are getting to their feet , surprised at their sudden freedom . MARCUS approaches KYLE , buttoning his new shirt .The two kids hurry to him , Marcus hands Star her BASEBALL CAP , rescued from the trash . As she puts it on :THE PRISONERS are already on the move , frantically dashing out of the lab ahead of our heros .He leads the kids out the way he came , passing . THE ENGINEER , in underwear , sitting in a corner , cradling his head in his lap . His remaining hand strokes his interface , his eyes closed in a blissful expression .

THE PRISONERS smash the GLASS DOORS off their hinges , and charge past - THE CONTROL ROBOTS , which are now coming to life . ELECTRIC BURSTS drop a couple of slow - moving ESCAPEES as they dash into the garage and make for - - ANY AVAILABLE VEHICLE . Former PRISONERS hijack BUSES , HYDROGEN CARS . Pure chaos , it feels like a prison riot . MARCUS , STAR and KYLE weave amidst the robots and humans .KYLE and STAR take cover behind a concrete post just as - - PLASMA BURSTS explode around them . SKELETAL TERMINATORS armed with PLASMA RIFLES are pouring in through the OPENING GARAGE GATE . A STOLEN BUS heads for the exit , KNOCKING a couple of TERMINATORS aside and SMASHING through the rising GATE , clearing a path for others to follow . A SKELETAL TERMINATOR sets its sights on a MOVING HYDROGEN CAR , which follows the bus - TERMINATOR POV - RED FILTER , HIGHLIGHTING BULL , the DRIVER . `` TARGET ACQUIRED - TERMINATE . '' THE TERMINATOR SHOOTS HIS RIFLE through the car 's windshield - it EXPLODES , close to KYLE and STAR , the building SHAKES . KYLE and STAR flee the flames , THE TERMINATOR 'S HEAD swivels quickly , taking them in . It starts to pursue , but MARCUS gets in front of it . Before it can fire -The Terminator pauses , looks him over . TERMINATOR POV - MARCUS is quickly scanned , comes up `` NON - ORGANIC - DO NOT TERMINATE . '' THE TERMINATOR starts to move past Marcus , who LEAPS on it and WRENCHES THE RIFLE from its grasp . As the robot spins on him he BLOWS ITS HEAD OFF , then looks around frantically for the kids . A moment later - - KYLE ROARS up at the controls of a futuristic ATV , STAR clinging to him .No time to argue , MARCUS leaps into the back beside STAR and KYLE GUNS IT out of there , careening off walls and other vehicles , he 's still not much of a driver . MARCUS meanwhile PICKS OFF potential threats with the PLASMA RIFLE .

KYLE has to swerve to avoid the stolen BUS , which is now on its side , IN FLAMES . It was taken out by - - an automated SKYNET TANK , one of THREE TANKS here . They 're positioned to take out escaping vehicles . But the ATV is a small , maneuverable target , swerving and speeding crazily . A TANK FIRES and MISSES , the BLAST taking out a chunk of wall . KYLE WHOOPS , heading across the campus - - ONE TANK pursues , it moves surprisingly fast , capable of flattening anything in its path . MARCUS FIRES at it , but the PLASMA RIFLE BLASTS do n't have much effect on the ARMOR . THE TANK FIRES again , but - - KYLE ROARS around a corner , just in time . However , in so doing , he nearly runs over - - MARCUS , from earlier , on his way to the time sphere , visible in the HEADLIGHTS for only an instant before he LEAPS OUT OF THE WAY . KYLE , focused on the pursuing tank , did n't even see this . But STAR did . She looks wide - eyed at MARCUS beside her .PLAY THE CHASE , as the TANK pursues the ATV through the facility . KYLE takes his vehicle through a large FOUNTAIN , which the TANK SMASHES to bits . KYLE OVERSTEERS , putting them up on two wheels , then recovers , narrowly avoiding - - PLASMA BLASTS , which obliterate the FACADE of a building . SKELETAL TERMINATORS appear in their HEADLIGHTS , weapons raised . MARCUS stands and FIRES over KYLE 'S HEAD , BLOWING them out of the way . NEAR THE PARK , MARCUS points .

THE TANK is gaining on them , KYLE steers around a GAZEBO , the tank SMASHES right through it , turning it to splinters .Kyle steers toward THE WOODS , dodging between the thick TREES . Too many obstacles for the TANK here , it SCREECHES TO A HALT and lets off a JET OF FLAME . THE TREES behind the ATV all IGNITE , turning to acrid pools of MELTING PLASTIC . KYLE barely stays ahead of the FIRE . THE TANK backs up and takes a new route , around the woods . IN THE WOODS , KYLE strikes a GLANCING BLOW against a tree trunk , and the ATV TOPPLES on its side , spilling its passengers . After a beat , they rise , shaken .MARCUS rights the vehicle , taking the wheel , the kids climb in back .

THE ATV comes rocketing down the main street , MARCUS driving now . Suddenly , directly in front of them - - THE TANK APPEARS , moving swiftly around a corner , GUN TURRET SWIVELING at them . AS IT FIRES , MARCUS SWERVES onto a LAWN and - - CRASHES THROUGH a PICTURE WINDOW .

A handsome HYBRID COUPLE , in pajamas in front of a BIG SCREEN TV . They turn and react as the ATV skitters through the room and down a hallway . The ATV is followed a moment later by - - THE TANK , which TAKES OUT THE ENTIRE WALL , BARRELLING through the living room and BURYING the HYBRIDS in RUBBLE . MARCUS takes the ATV UP A FLIGHT OF STAIRS . THE TANK keeps SMASHING through the house , as its TURRET SWIVELS upward and BLASTS AWAY . UPSTAIRS - THE PLASMA BLAST COMES THROUGH the FLOOR , just missing the ATV as it rockets through a MASTER BEDROOM , toward a BALCONY . DOWNSTAIRS - THE TANK tears through an upscale RECREATION ROOM , splintering a POOL TABLE , smashing through PINBALL MACHINES . UPSTAIRS - MARCUS takes the ATV straight out onto the BALCONY , THROUGH THE RAILING and INTO THE AIR . DOWNSTAIRS - THE TANK BLASTS THROUGH a KITCHEN and BATHROOM on its way out the other side of the house .

THE ATV JUST CLEARS an enormous SWIMMING POOL , landing hard on the far deck and moving on , fast . THE TANK SMASHES THROUGH THE BACK WALL and - - TAKES A NOSEDIVE into the pool , out of commission .

THE RUBBLE in the living room shifts and the HYBRID COUPLE extract themselves , taking in their destroyed home with placid expressions .

A moment 's breather . Marcus slows the vehicle , which WOBBLES and SMOKES from all it 's been through . He looks around .He points toward the COAST , we see a MARINA in the distance , a BOAT moored at a DOCK . MARCUS steers the ATV down a slope toward the shoreline .

MARCUS , KYLE and STAR leap off the ATV and sprint for a MOTORBOAT . Kyle carries the rifle now . As they near the boat , MARCUS reacts to the sight of - - RED EYES FLICKERING in the darkness at the END OF THE DOCK , the BLUE GLOW of a RIFLE CHARGING . MARCUS leaps in front of KYLE and STAR shielding them with his BODY . The PLASMA BLAST envelops him , MARCUS is blown - - INTO THE WATER . KYLE and STAR are flattened by the force of the blast , lie motionless on the dock . Their PLASMA RIFLE lies a few feet away . THE SKELETAL TERMINATOR who shot Marcus moves swiftly down the dock , its PLASMA RIFLE trained on the water now . It moves past Kyle and Star , who remain motionless on the ground , and goes to the edge of the dock - - BLAM ! STAR snatches up their own PLASMA WEAPON , and BLASTS the thing in the back , knocking it INTO THE WATER , which is only a few feet deep here . As it rises , SHE FIRES again , taking the Terminator 's head off . It goes under . THE SKY is beginning to LIGHTEN now as , a moment later , MARCUS EMERGES . As he climbs from the shallow water back onto the dock , Kyle and Star stare at him with astonishment . Seeing their expressions , he checks himself for damage - there 's METAL exposed at his shoulder , arm and hand , his FACE partially TORN AWAY , ONE EYE MISSING . He tries to speak , but can only manage an ELECTRONIC CROAK . Kyle and Star back away from him .Marcus shakes his head , starts to move toward them . STAR raises the rifle , points it at him .They hear a WHISTLING SOUND from shore , hit the deck as - - a MISSILE BLAST TAKES OUT THE BOAT and a large chunk of DOCK . Laying low , they look up to see - - a small army of TANKS and TERMINATORS approaching . even a HUNTER - KILLER moving in from the horizon , swinging its SPOTLIGHT in all directions . It looks like the last stand . MARCUS turns back to KYLE and STAR . His voice is a distorted WHISPER .Star puts the rifle aside , with an apologetic expression . She moves to Marcus , gingerly touches his exposed metal - then hugs him tightly . Kyle , more stoical , looks out to sea . His expression changes , becomes almost hopeful as - - IN THE DISTANCE , a HUGE , BLACK SHAPE rises to the surface of the water , just visible against the dawn horizon . FIREWORKS ! MISSILES blast the H - K . NAPALM erupts around the TANKS and TERMINATOR ARMY as - - A SQUAD OF A - 10s SCREAM IN from over the land , FIRING CANNONS , launching AIR - TO GROUND MISSILES to take out the TANKS . ONE A - 10 flies low overhead and WAGS ITS WINGS .

BLAIR at the controls , helmeted with her face exposed , lets out a VICTORY WHOOP as she looks out her canopy at the huddled humans below .

KYLE points to the dark shape on the water - now visible as a huge SUBMARINE with the RISING SUN behind it . HIGH ANGLE as ZODIAC BOATS reach land . HAZ - MAT SUITED SOLDIERS leap out and run to our heroes at what remains of the dock , others head inland to provide covering FIRE . MARCUS addresses a TEAM LEADER , who 's taken aback at his frightening appearance and distorted voice :As MARCUS gives the man a few more directions - - ONE HAZ - MAT FIGURE , standing a few feet off , studies Kyle and approaches .The figure pulls off a glove and unzips his mask , extends a hand . It 's JOHN CONNOR .KYLE is amazed to be meeting the man face - to - face . He shakes hands , wide - eyed and speechless . It 's a strange moment for Connor , too , for different reasons . CONNOR turns away from his first meeting with his father to be , a bit dizzy at the experience . He addresses Marcus .MARCUS smiles as best he can , given his ruined face .WIDER , as CONNOR replaces his mask , moves to direct his troops . MARCUS , KYLE and STAR stay close together .

Near the ENGINE ROOM , a couple dozen RESCUED PRISONERS are being treated by unarmed MEDICAL PERSONNEL , others huddle under blankets with food and drink . KATE is among those helping the former prisoners . KYLE and STAR eat ravenously , he finishes one MRE and grabs up another . A few feet away , MARCUS leans against a wall , plasma RIFLE at his side . A DOCTOR examines him warily , prodding his injured face .The doctor moves on as a couple of HAZ - MAT SUITED FIGURES come down the ladder from the hatch , FACE - MASKS removed . Among them is CONNOR . KATE moves to his side as more dazed HUMANS come down . She speaks quietly , eying KYLE nearby .Connor ca n't deal with that at the moment , speaks loudly .He trails off , reacting to the sight of - A FAMILIAR FIGURE descending the ladder , in a long coat , head down . She looks up to make eye contact . SERENA .SLO - MO : seeing Marcus , Serena reaches into her coat - MARCUS moves at the same time , to grab his PLASMA RIFLE - SERENA leaps off the ladder , aiming a small , powerful PLASMA WEAPON . SERENA fires first - BLAM ! THE PLASMA BLAST catches MARCUS in the shoulder and BLOWS his GUN ARM clean off . His PLASMA RIFLE discharges , BLOWING a HOLE in the side of the sub , near the floor - WATER gushes in like a FIREHOSE . LEAVE SLO - MO. . Spun around by the force of the blast , MARCUS lands on his back , SPARKS and SEVERED CABLES protruding from his damaged shoulder . An ALARM KLAXON SOUNDS . PRISONERS and DOCTORS SCREAM and scramble for cover - CONNOR steps in front of KATE to shield her , they back away through the WATER BLAST , CONNOR FIRING at SERENA - SERENA takes numerous HITS from the EXPLOSIVE BULLETS , which take off PIECES of her , but she keeps coming , FIRES again - - HITTING CONNOR in the lower abdomen . He 's thrown backward , KATE cries out and throws herself on top of him . His gun has gone flying . SERENA turns her attention to MARCUS , standing over him , plasma weapon aimed point - blank at his head .MARCUS manages a smile as he shakes his head .BLAM ! MULTIPLE PLASMA BLASTS from behind RIDDLE SERENA 'S TORSO , the BLUE PULSES burning right through her - her HEAD takes a hit , the STEEL is RUPTURED . THE PLASMA WEAPON flies out of her arms , she COLLAPSES . TIGHT ON HER FACE , as she turns to see who got her - There 's no one there . But ON THE FLOOR lies - - MARCUS ' SEVERED ARM , still holding his PLASMA RIFLE . The hand RELEASES the weapon . SERENA 'S HEAD tilts , her eyes go blank - she 's dead . MEDICAL PERSONNEL are doing what they can to help CONNOR , blood at his lips , KATE and KYLE at his side .UNDERWATER - DAY THE SUBMARINE `` LOS ANGELES '' moves TOWARD CAMERA as it slowly SINKS deeper beneath the water 's surface . We see a makeshift STEEL PATCH welded near the hatch .

MARCUS waits outside the entrance to the SICKBAY . He 's cleaned up a bit , wears fresh clothes -LRB- one sleeve pinned up -RRB- . He seems weary , wrung out , his systems damaged . He 'll move stiffly through the following scene , like a stroke victim . STAR sits beside him , a hand on his arm . BLAIR approaches from down the corridor .MARCUS nods , keeps his head bowed .His voice is still WEAK .Star gingerly reaches up to touch the torn plastic at the back of Marcus ' head , where the interface was .He turns to her , exposing his mangled face , one eye gone .BLAIR takes this in , fishes in a pocket .She holds out a PAIR OF SUNGLASSES . MARCUS , a bit amused , slips them on . THE DOOR opens nearby and an ashen - faced KATE emerges .BLAIR gives MARCUS a farewell hug .

CONNOR has a PRIVATE MEDICAL AREA set aside . He 's not looking good - pale , weak , only semi - conscious . I.V.s and MONITORS , other LIFE - SUPPORT EQUIPMENT . KYLE is with Connor , staring at a small POLAROID PHOTO in his hand . CONNOR can barely speak above a whisper .KYLE starts to hand the photo back , CONNOR waves it away .KYLE is a bit puzzled , but obediently keeps the snapshot . KATE enters with MARCUS , touches the boy 's shoulder .KYLE reluctantly leaves , still looking at the photo , with a nod to MARCUS on the way out . He joins STAR in the doorway , they go off together . KATE , CONNOR and MARCUS are alone now . Throughout scene , Kate fights to maintain a steely control - but she 's clearly not far from tears .She pulls some MEDICAL DIAGRAMS out of a drawer , lays them before Marcus . He examines - - a SCANNED IMAGE of his FACE , various elements HIGHLIGHTED .MARCUS moves to the NEXT IMAGE - it shows his features TRANSFORMED into another 's - something closer to JOHN CONNOR 'S FACE , with a JAGGED SCAR over part of his features .Marcus lowers the papers , absorbing this .Connor can barely speak above a whisper :Connor gestures for Marcus to move closer , he speaks with great effort :Kate leans toward Marcus , who 's lost in thought .MARCUS bows his head for a long beat , as if seeking an answer from within . Then he looks up again with resolve . He lifts his hand - the SKIN TATTERED , METAL exposed at finger joints - and moves to take CONNOR 'S TREMBLING HAND .

SLOW - MOTION , MOS - a SNOWY , MOUNTAINOUS ENVIRONMENT . STEEL TERMINATORS go down in HAILS OF BULLETS . We hear Marcus ' VO , his voice strong and assured :AN ARMY of HUMAN RESISTANCE FIGHTERS marches through the SNOW , GUNS BLAZING .AN H - K goes down IN FLAMES , SMASHES in the MOUNTAINSIDE . THE GOLDEN EXPLOSION silhouettes a single FIGURE , who stands on a PROMONTORY , surveying the battle below . AIDES and SOLDIERS surround him , but he towers over them , giving orders , in complete control . MOVE IN SLOWLY on him .ANOTHER BLAST illuminates his face for an instant - scarred , craggy , a blend of Marcus and Connor - but fierce , determined and proud . -LSB- Perhaps shoot this with both actors . -RSB-THE LIGHT FADES , shadowing him in darkness again and we . THE END

One A.M. on a hellish summer night in Spanish Harlem . FIREFIGHTER snores like a chainsaw in the upstairs sleeping quarters .

A FAN WHINES as a firefighter channel surfs . TRUCK BAY A rookie firefighter shines chrome on the pumper . BAY 'S OPEN DOORWAY A firefighter plays chess with a neighborhood kid . SALSA BLASTS from somewhere . OLD FIREHOUSE spills light onto a street of aging , neglected buildings as people beat the heat in open windows , on stoops and street corners . FIREHOUSE DALMATION laps water from a dripping hydrant .

NYFD Lt. GORDY PITT strains as he works the handle of an old - time , hand - cranked ice cream maker . It 's a tough job requiring strength , patience and determination . In a nutshell , that 's Gordy . Firefighter JUNIOR MONTINE , black Panamanian descent , watches Gordy crank away .Gordy keeps cranking .Gordy stops . Pops the lid . Spoons out a dollop .He sticks the spoon in Junior 's mouth . Junior eats . Junior loves it . Gordy smiles .The FIRE BELL SOUNDS .

Hear the big news, Lieutenant? It's the twenty - first century. We got electricity now.

Got these supermarkets, too. Big places, freezers full o' ice cream.

Just came over the police radio. Consulate surveillance cameras caught the bomber in the act. He was disguised as a cop.

The temp lieutenant put it out back, and Art hit it with his truck.

Top story's fully involved. We're supporting inside. Two lines up the stairs.

We lose, win, whatever. But one thing we never do. We never, ever give up. Right?

My family died because of what's going on down there. I want to know all I can.

E.L.C. attack platoon. These assholes kill innocent people all the time in Colombia.

You ever stay on one channel long enough to hear what they're saying?

I was thinking. Maybe we could travel together into Caguan. You could show me around.

He was arrested in Ecuador. He got drunk and fooled around with a police officer's wife.

Armstrong wants your money. He makes them work, but he does n't fix them. To do this right, we got ta order parts from Europe. In the meantime, I can make something temporary. There must be a machine shop in town.

I've been working all day out in the sun. I need a drink. nice cold beer? How about it? I saw a bar in town.

With the spare parts, I'll have the generators running in two hours. We have time for a couple beers.

Armstrong said to watch my butt around here. I guess the fucking Americans come down and shoot everyone all the time.

The old part's in there. I need to match it, and it's all greasy.

There's no Berta at the plantation. I like drinking beer around pretty girls, not a bunch of guys with automatic rifles.

That was n't a dream, that was the alcohol talking. You saying two men ca n't go have a beer and look at women's breasts because of pink elephants? Nothing makes any sense down here.

Go ahead and shoot me, and you fix the goddamn generator. Part's in the back.

Everyone scrambles . The choreography 's practiced , automatic . It 's achieved without conversation . The channel surfer slides down the fire pole . He 's followed by the man who was upstairs snoring . Junior rips a sheet from the teleprinter . He hands the printout to the snorer , the company 's `` chauffeur . '' Feet jam into boots . Yellow trousers are hauled up and hitched with suspenders . Yellow jackets are whipped on . The chauffeur TURNS OVER the PUMPER 'S huge MOTOR . Firefighters take their stations on the truck . Headsets go on . As the fire company 's lieutenant , Gordy rides shotgun . The chauffeur hands him the printout . As the engine moves out under lights and SIREN , Gordy speaks to the men over the headsets -

FLAMES ROAR from the upper stories of this slumlord 's shitbox . An engine and ladder company are on - scene attacking the fire with hoses . Neighbors gawk . Gordy 's engine company arrives . Gordy hits the ground , moves to a battalion chief . The chief 's terse orders are drowned out by the NOISE of the EQUIPMENT , fire and men . Gordy moves back to his company , who have already hooked the engine up to water .He points to Junior and then to the channel surfer , MIKE SHEA , a veteran firefighter of Irish descent .He points to the chess player , SAL DIBIASE , another FD veteran , Mediterranean descent , and then to the rookie , RONNIE BOOK , a New York melting pot mutt .The chauffeur , ART WESTPHAL , German - Irish , stays with the engine as Gordy grabs a fire axe and leads his two two - man hose teams into .

Gordy and his men charge the stairs dragging the heavy hoses . Rats head past in the opposite direction , deserting the burning building . THIRD FLOOR They meet fire on the third floor . On goes the water . Gordy quickly checks rooms on the floor for occupants , using the axe to open locked doors , then taps Junior and Mike , indicates `` up . '' Begins leading the hose team up the stairwell . Sees something and yells a warning -FOURTH FLOOR They reach the fourth floor . There 's fire everywhere . And then . They see a FIREFIGHTER from the other company . He has fallen through a gaping hole in the floor of the hallway above . He 's pinned under a large section of heavy debris , coughing and screaming for help as fire rages around him . To Junior and Mike -They turn the hose on the flames as Gordy moves to the trapped firefighter . Gordy tries lifting the debris , ca n't budge it . He starts chopping at it with the axe . Chunks of plaster fly as the axe bites again and again . Gordy hacks off a large piece of debris . He levers his axe under the portion still trapping the firefighter . Mike moves to help . Gordy heaves up on the axe . The debris lifts . He heaves harder . It lifts more , until . Mike slides the firefighter out . Gordy yanks his axe free . The debris collapses . Gordy moves to the firefighter .GORDY takes off . Charges the next flight of stairs . Reaches the fifth floor . Tries to reach six , but there 's too much fire . He 's beaten back . but not before he hears the FAINT sound of SCREAMING . NEW ANGLE Gordy looks down the fifth floor hallway to an apartment door at the end . Between him and the door is the gaping hole in the floor . It 's too big to jump . He starts running . He 's gon na jump it . Gordy reaches the edge of the hole . Leaps with all he 's got . At the same time , he swings the axe , point - first . Slams it into a spot high on the wall , and . Gordy swings over the hole on the axe handle . He hits the other side running . Drives a shoulder into the door at the end of the hall .

Gordy bursts in . It 's an inferno . He looks up . Knocks his axe on the ceiling . Hears desperate POUNDING back . Gordy climbs a table . Starts whacking upward with the axe , attacking the peeling , crumbled plaster overhead . Gordy is trying to hack a hole into the room above , but he 's not doing it fast enough . He wo n't beat the fire .

Gordy calls down to his men .Beat . Mike and Junior pass the hose up .

If he's not bleeding to death, leave him. He's not moving till they do.

This guy did n't do the bombing, Gordo. He's just trying to get the people who did.

We're gon na roll you to the hospital now and get that glass out.

He's shut down. We were hoping they'd keep him here, and he would n't have to go home right away, but they're cutting him loose.

Rookie's taking the first shift. I'm just getting the schedule at the firehouse rearranged now.

Hey, we never turned down free beer, and rookie's buying, you believe that? He certified today, he's off probation.

I'll tell you what'll be great : when you get back to work with us.

This guy, Quaddafi, that Bin Laden. We never get these assholes.

Gordy aims the nozzle at the hole he started in the ceiling . Turns it on full jet . Gordy 's barely able to hold the hose as the high - pressure stream bites into old , decayed plaster . Bit by bit the ceiling falls away . Gordy 's almost through to the room above , when . Falling debris severs the hose . Gordy 's lost pressure . He has n't broken through . The building 's coming down . He 's got ta get outta there . Gordy 's not going anywhere . Picks up the axe . Attacks the hole again furiously , until finally . GORDY breaks through ! A small hole , which he quickly widens , to reveal . a terrified Latino family gaping down at him , their room ablaze around them . Gordy reaches up . Speaks to them in Spanglish -

Gordy carries the family 's small child outside . He passes the child to its grateful parents , while . The rescued Firefighter sits on a curb looking at a hero and shaking his head in disbelief and admiration .

ANNE PITT , thirties , reaches out and KILLS the ALARM . She rolls over . The other half of the bed 's empty . We hear a CHILD 'S VOICE from another room .

Anne opens the door to find an exhausted Gordy sitting on the floor with their four - year - old son , MATT . They 're building a K'nex spaceship .She feels Matt 's forehead . Gordy 's done it already .She leans down and kisses him . There 's passion in it .She yawns . Starts heading out .

And this time, no opening fire hydrants to play in till he's completely well.

Dr. Bob can squeeze him in at twelve. I have a patient relations meeting at twelve - fifteen. Can you take him?

Let's get you out, sweetie. Your father just ca n't keep you dry.

Gordy holds Matt in his arms as water pours over them . It 's the second child he 's held in the last few hours . This one is his , this one is safe at home and unafraid : what a father wants for his child . We see the deep affection Gordy has for his son . He holds Matt tightly , skin to skin , and kisses the boy 's wet head . Anne opens the shower door . She 's on the phone .She leads Matt out . Closes the shower door . Gordy sticks his face into the water . Looks back , finds . Two bare butts , Anne 's and Matt 's , are pressed against the shower door 's foggy glass . OFF Gordy , laughing -

It appears the entire neighborhood 's crammed against the chain - link fence around the court , yelling and cheering as a team of local kids from the NYFD Athletic League plays a team of local kids from the NYPD Athletic League . Gordy 's an NYFD coach , exhorts his team at the top of his lungs . The rivalry 's intense . The game close . The noise deafening . Bets are going down . NYFD goes up by one in the final minute . Gordy disses a cop coaching the opposing team . LUIS is one of Gordy 's kids . A small but talented fifteen - year - old . Luis steals the ball . Drives for an unguarded lay - up to put the team up by three . And misses . An opponent recovers the ball . The flow shifts toward the other end , but Luis is slow adjusting , devastated at missing the easy `` two . '' Gordy yells at him to defend .Luis shakes it off . Hustles back on `` D '' as his man gets the ball . The opponent 's a step ahead . Goes up . And Luis gets there to reject him . The crowd loves it . The BUZZER SOUNDS . NYFD wins . SAME SCENE - GORDY AND LUIS - MOMENTS LATER In the game 's immediate aftermath . NYFD celebrating around them . Gordy 's proud of Luis .OFF Gordy , smiling at Luis . SAME SCENE - LATER The crowds are gone . Gordy checks his watch and starts off , when a SOUND draws his attention . GORDY 'S POV Luis walks along the inside of the chain - link fence around the court . A neighborhood gangbanger and his crew match Luis step for step outside the fence , rattling the fence , clearly trying to intimidate him . BACK TO SCENE Gordy stalks walking toward them . Calls -Seeing Gordy approach , the gangbanger and crew drift off . Reaching Luis -But Gordy sees Luis is scared . And he sees the gangbanger and crew hovering nearby waiting for Gordy to go .

THROUGH the window , we see Gordy delivering Luis to a Latin man , clearly Luis 's father and the bodega 's owner . We do n't hear the words , but we can tell Gordy 's complimenting the boy to his dad . Gordy emerges . Checks his watch . Whistles up a taxi .

Traffic jam on Park Avenue South . Gordy 's anxious . Checks his watch . He 's late . To the cabbie -

Anne waits on the corner with Matt , playing with his spaceship . She checks her watch . It 's five of twelve .

Fifth Avenue 's also a parking lot .He jams money in the pay dish .

Gordy exits the cab and takes off running . ANNE checks her watch again . She 's pissed now . In b.g. , a cop leaves his police cart to write a ticket . A caravan of Lincoln Navigators passes Anne and turns east on 68th . GORDY turns onto 68th . As he runs , he jumps , trying to see Anne and Matt over other pedestrians . ANNE In b.g. , the Navigators pull up at a building flying the Colombian flag . Latin and American men in suits get out of the Navigators .

Gordy dodges pedestrians . Still trying to get a glimpse of Anne and Matt . The cop we saw writing tickets earlier is walking the other way . Gordy nearly collides with him . At the last moment , the traffic cop shuffles Gordy aside .Gordy reaches the corner . Sees Anne and Matt . Whistles . In b.g. , behind Gordy , we see the cop get into a brown Ford . ANNE AND MATT hear the WHISTLE . Matt sees Gordy .Matt waves . GORDY waves back , shrugs an apology to Anne as he starts across the street , when . INTENSE FLASH suddenly lights up the intersection . In SLOW MOTION : SHOCK WAVE wave rolls up 68th past Madison . HUGE BALL OF FLAME erupts behind Anne and Matt . We hear the ENORMOUS BANG of the explosion . WINDOWS are sucked into millions of fragments , a hailstorm of glass . GREAT CHUNK OF METAL - an engine block - flies from the ball of flame . ANNE instinctively pulls her child to her . GORDY sees the engine block tumbling through the air toward his wife and son . His scream is lost in the thunderous ROAR all around . GORDY 'S POV - IN SLOW MOTION The engine block is about to hit Anne and Matt , when . A FedEx TRUCK , WINDOWS SHATTERED , SKIDS past , wiping out Gordy 's line of sight . When the truck clears . Anne and Matt are gone . The corner 's empty . Just Matt 's spaceship , slowly falling to the ground . BACK TO SCENE There 's a horrible SCREECH . A TAXI SKIDS sideways to avoid the FedEx truck and hits Gordy . He 's in the air , tumbling , then smacks to the ground . Gordy looks up , through the smoke and falling debris . Then struggles to his hands and knees .He tries to stand , then falls down , screaming in pain , a large shard of glass embedded in his leg . People come to help him , but Gordy only cares about finding Anne and Matt . He looks around desperately but ca n't see them , when . His eyes go to the spaceship , in pieces on the pavement . Gordy screams out his agony -

The blast detonated here . Some men from the Navigators are dead . MIKE BRANDT is not . Rises from the devastation , gun in hand , as SIRENS wail in the distance .

Emergency personnel - EMS , NYPD , NYFD - swarm the area . Two white plastic sheets cover two bodies . Across the street , PARAMEDICS work on Gordy 's leg .Gordy 's oblivious to the pain . Shoves him away .ANOTHER ANGLE FBI agent JOE PHIPPS ducks under the police tape . REGGIE DRAY , a young agent , meets him . As they walk -He indicates Brandt , talking on a cell phone .That gets Phipps ' interest momentarily . Then , as they continue toward the consulate , he notices security cameras on the building .Phipps ' eyes go to the white sheets up the street .BACK TO GORDY In b.g. , Mike , the veteran firefighter in Gordy 's engine company , looks under the sheets with a cop . Junior puts a gentle hand on Gordy 's shoulder .Gordy looks up him , meets his eyes .Mike has walked up , lays a comforting hand on Gordy .Junior spots a news camera crew focusing on Gordy 's grief , calls at a cop .Phipps , approaching with Dray , addresses the same cop .The cop begins moving the camera crew back . Phipps continues to Gordy . A Paramedic looks up at Mike .Phipps has heard and understands . To Dray , re : bodies -Dray goes . Phipps turns to Gordy and the two firefighters standing with him . Addresses Mike -Beat . Mike nods . To Gordy -Mike puts a restraining hand on Gordy .Beat . Gordy eases up . Then , after a moment , defeated -Beat . Phipps sees that 's all he 's gon na get .Phipps goes . Gordy looks over as the bodies of Anne and Matt are placed on gurneys and rolled away . Chalk outlines are all that remain of his family . Beat .ANGLE - PHIPPS Walking back to the consulate . He approaches Brandt .

Device functioned in front of the Colombian Consulate just as a motorcade full of brass arrived.

No one's talking yet, but it smells high - level. There were Colombians and Americans in the cars. Three of'em ate it. Guy on the phone -

We got two dead bystanders, a mother and four - year - old son. The father's over there with a leg wound.

We'll have this discussion somewhere else more secure, after I get your clearance.

Whatever it takes. But I got a bomber in the wind. I need everything you can give me, and I need it now.

Run a total analysis. I want to know if this asshole's right or left - handed. I want everything you can get outta this film.

We think the bomb was triggered by a cell phone. The guy does n't have one in his hands here. Did you see a cell phone when you ran into him?

Mr. Ortiz - Dominguez has agreed not to press charges if you make full restitution.

Mike was in the motorcade that day. He's the chief U.S. intelligence officer overseeing Colombia.

I know it's hard for you right now, Mr. Pitt. We're all sorry. But why do n't you go home. We're taking care of things.

Double up on public venues : museums, theaters, transport. Put in all the extra undercover we can.

My people will debrief you in another room. We'll take the boy to a safe house across the street. He'll be well cared for.

Put it under total surveillance. Get a bomb team in there with dogs. Make'em seeing - eye dogs if you have to. And pull whatever security video they have for the last two days.

If we spook him, we do n't know what his secondary target'll be.

He was there yesterday. Just stood there and left. So far, the dogs have n't found anything, so maybe we're ahead of him.

Get copies of this freeze frame to all the undercover people and the sniper teams.

And nobody caps him until we get that bomb tagged. After that, I do n't give a shit what happens to him.

Do n't worry, Mr. Pitt, we're gon na get the son - of - a - bitch.

We believe The Wolf's in hiding in an area of Colombia controlled by the E.L.C., extreme Marxist guerrillas. He thinks he's in a safe haven.

Senator, the failure of one operation should n't cause your committee to question financing everything else we're doing down there.

I know it looks bad, and I appreciate your support. Together we'll get it done. Yeah. ` bye.

Without his father's money, that asshole'd be keeping bees for a living. What?

All due respect, Noel, it's not likely. And we do n't need the whole world looking into what we're doing down here. We find the son - of - a - bitch again, we're bypassing protocols.

Throw out the net. Have him picked up. Just make sure no one kills him.

It's not over yet. The guys next door are in The Wolf's elite bodyguard unit. Where he goes, they go. We're gon na ask questions. And we're gon na get answers. And you're staying right here till our bomber's dead.

I do n't fucking believe it. That lucky son - of - a - bitch found The Wolf.

We're not just gon na hit it, we're gon na wipe if off the globe. Cats, rats, dogs and mice. If it's moving, it's dead.

Which part of the word ` war' do n't you understand? Our mission down here is n't just about catching The Wolf.

He was told not to be here. The first choppers'll hit it at 2200.

Only good thing down here. Put everyone on red till tomorrow night. And then, I do n't care if there's a typhoon, I want those fucking rotors turning.

They'll get it. But she's in my custody till we're done with her.

Gordy 's on a gurney on an I.V. , his thigh heavily bandaged . Junior and the rookie , Ronnie , are with him , but there 's no chatter - Gordy 's shut down , oblivious to everyone around him . ANOTHER ANGLE Mike is on a cell phone nearby as Sal , the other veteran from the engine company , enters and approaches him . Into the phone -Mike turns his attention to Sal , who 's clearly blown away by the bad news that brought him here -Mike goes back to the phone , and Sal crosses to Gordy . He puts a hand on Gordy 's shoulder , grips it firmly .Gordy sees him , but says nothing .Gordy ca n't go there . Beat . Sal releases his grip .Junior , who stepped off to talk to a cop , now comes back .Gordy looks over . What Junior just said has triggered something .Gordy yanks out his I.V. , and starts to get up .But Gordy 's already on his feet , already moving .

Cut's deep, but no major vessels were severed. He's got a load' o silk holding it all together.

A well - lit , sectioned - off area of the garage secured by a chain - link fence . Phipps enters . As he passes Dray , already there -Phipps moves to a FORENSIC EXPERT hovering over a table of small fragments .He picks up a microchip .Phipps moves to the next work area , where another FORENSIC EXPERT studies video from a consulate surveillance camera . ON SCREEN in super slow - mo , we see a cop - the one who later bumped into Gordy - in front of the consulate . His hat is pulled down over his eyes , almost concealing his tinted glasses . As the cop faces more toward the camera , the expert freeze - frames . To Phipps - FORENSIC EXPERT # 2Phipps keeps moving , enters an eerie recreation of the blast site . Streets , buildings , etc. are marked out on the garage floor . Pieces of the Navigators rest in front of the area marked `` consulate ; '' parts of an NYPD traffic scooter rest in front of the Navigators ; `` X 's '' mark where Anne and Matt were standing . Phipps crosses to another AGENT .Dray walks up .SAME SCENE - LATER Gordy , accompanied by Mike and Ronnie , sits in front of a video monitor . Phipps and Dray look on . ON SCREEN a police cart pulls up outside the consulate .The cop gets out of the scooter .The cop tickets a vehicle , then walks west out of frame .PHIPPS reverses the video , freeze - frames on the cop .Beat . Gordy looks back at the grainy image of the cop .

Pieces of a pager oxidized with trace elements of Semtex. Probably the triggering device. They dial it up, probably from a cell phone, and boom.

This is the memory chip. I can build it into a working pager and maybe get a number readout.

That's as much face as we get. He was careful to duck the camera.

Not yet. Sat - Intel has n't picked up any related data - traffic, either.

A bagpiper plays `` Amazing Grace . '' REVEAL Gordy holding Matt 's small coffin as Anne 's is lowered into the ground . Gordy 's men are around him , along with many other NYFD personnel , family and friends . A second bagpiper farther away in the cemetery , picks up the song , begins playing it in a round with the first . Matt 's coffin is taken from Gordy . As it is lowered . A third bagpiper , farther away still , begins playing the song with the other two . One by one the first and second bagpipers finish their rounds , until there is just the third - a haunting , mournful wail off into the distance . And then . There 's only silence .

Gordy stands at an open closet door . He leans in , buries his face in Matt 's clothes and smells them . Smells his son .

The TV is ON LOW , tuned to the NEWS . Gordy is alone , slumped in a chair . NEWS ANCHORGORDY has roused from his despondency , TURNS UP the VOLUME as the report -LRB- containing visuals -RRB- continues - NEWS ANCHORGORDY watches as Ephraim Ortiz - Dominguez a Latin man in his forties , comes on the screen . ORTIZ - DOMINGUEZ

The bombing that left a mother and son dead and New York City numb took on a new dimension today when a notorious Latin American terrorist took credit for the attack.

In an e - mail to the New York Times, a Marxist extremist known only as ` The Wolf,' states that the bombing was, quote, ` not an act of terror but an act of war, aimed at stopping your C.I.A. murderers and their fascist puppets from committing further acts of repression against the people of Colombia,' unquote. Two Colombian officials and an American military officer died in last Thursday's blast. Also killed were Anne Pitt, wife of a New York City firefighter, and their only child, four - year - old Matt. The President has vowed that the United States will avenge what he called ` this monstrous act of barbarism and cowardice'. Intelligence sources say the identity and whereabouts of The Wolf remain a mystery. They believe he has worked closely with radical elements in Latin America for more than twenty years and have linked him to numerous terrorist bombings, including the 1983 downing of a Peruvian airliner, which killed forty - two people, eleven of them Americans. The head of the Latin America Indigenous People's Committee, a group known to be sympathetic to the radicals in Colombia, talked to News Six in Queens.

I can not speak for The Wolf or his actions. I would only repeat that the leftist guerrillas in Colombia are not terrorists but freedom fighters in a war being waged against them by the U.S. and Colombian governments. Governments who wish only to protect a system that lines the pockets of corrupt politicians and multi - national profiteers.

The deaths of the woman and little boy are regrettable, but your government inflicts them all the time. Yugoslavia, Iraq. You call it ` collateral damage'.

An FBI SURVEILLANCE TEAM has taken over the office . Three agents work video and audio recording devices . A camera points out the window to a line of storefronts across the street . The lights are on in one building with a sign reading `` IPC '' -LRB- Indigenous People 's Committee -RRB- . The FBI agents listen to live audio from the IPC office .What they hear , however , is ROSETTA SCREAM as a DOOR CRASHES open .GLASS SHATTERS . THINGS are BROKEN . VIDEO MONITORS The video monitors show Gordy wrecking the IPC office with a baseball bat .

Know what cracks me up about commies? They're all ` equality this, equality that,' and they're all chauvinists. Listen to that fucking guy.

Gordy smashes office equipment left and right . ORTIZ - DOMINGUEZ and ROSETTA cower as Gordy vents his pent - up , end - of - the - world rage using the bat the way we saw him use a fire axe . Gordy approaches Ortiz - Dominguez with the bat . Backs him up against a desk .The FBI agents crash in .Gordy just stares down at Ortiz - Dominguez .Gordy still does n't move .Beat . Then Gordy swings the bat . Hard . And . Destroys the computer monitor next to Ortiz - Dominguez . Gordy tosses the bat aside . To the shaking Latin -

Gordy sits across from Phipps . Dray is present .Beat . Phipps sees it 's pointless to insist . To Dray -Dray heads out , passing Mike Brandt , who enters .Gordy just looks at him .Brandt lets `` thinks '' sink in .Beat . Brandt proffers a business card .Gordy takes it . Just sits there a long moment , then -Beat . Brandt and Phipps do n't have an answer .

Gordy talks to a Latin reporter , ERNIE OROSCO .Orosco searches for a starting point . Then -As Orosco continues . MONTAGE - DAY/NIGHT Over the course of a week : 1 . Gordy takes pictures , etc. , off a wall in his home . He pins up photos of Anne and Matt at the top of the wall . Beneath them he pins up a large map of Colombia .NEW YORK PUBLIC LIBRARY 2 . At the New York Public Library , Gordy uses microfilm files and computer access to the web to search out information on Colombia and The Wolf .GORDY 3 . Gordy pins up various Colombia - related articles and pictures on the wall , including the surveillance camera still of The Wolf from the front page of The New York Post .GORDY 4 . Gordy draws a line around the guerrilla zone .GORDY 5 . Gordy circles and labels the ELC - controlled area .GORDY 6 . Gordy watches a documentary about Colombia which shows rebels , army troops , death squads , firefights , and with atrocities and bodies on both sides .OFF Gordy 's packed wall . SAME SCENE - ANOTHER DAY As Gordy closes the front door , REVEAL Mike , the firefighter , who 's just come in and now stands staring at the wall , clearly whelmed by the level of compulsion this must have required .Gordy 's obsessed , totally consumed by his project . He points at a picture of heavily - armed guerrillas .Gordy indicates a newspaper article .Mike interrupts , trying to divert him to something else .Gordy does n't react . Beat . More serious now -Gordy hears the tone . Looks over and meets Mike 's eyes , seeing the genuine concern there .OFF Gordy .

You interested in the big picture or all the unpleasant details?

The government's been fighting different Marxists factions for over thirty - five years. For most of that time, it was winning.

Suddenly the guerrillas began chopping'em up. High - tech weapons and equipment, well - trained troops, aggressive hit - and - run tactics, all financed by extortion, kidnapping and collecting taxes from dope growers. It's big money, and they put it to use.

The government got scared. In 1998, to jump start peace talks, it gave a coalition of guerrilla groups temporary control over much of southern Colombia. The first communist stronghold on an American continent.

But there've been few talks and no peace. And the Colombian military ca n't get near the guerrilla zone, especially around the town of Caguan, where the E.L.C. kicks ass and takes no prisoners.

And that's where we come in. Supposedly, to help eliminate narcos operating in the guerrilla zone. But some well - informed people think that's just an excuse to hit the guerrillas themselves, since they're wrapped around the drug trade. We're there, we're involved. If we stay, the only real question is which Vietnam War we're gon na have. The one some feel we could've won or the one we lost.

Bottom line? The place is as dangerous as a snakepit. You've got the different guerrilla groups, C.I.A., F.B.I., D.E.A., Colombian military, U.S. military, right - wing death squads - and the only thing they've all managed to do is destroy a beautiful country and inflict suffering on the real people. Hey, I'm Colombian, and I'll never go back.

TV ON in b.g. Gordy 's with Mike , Sal , Junior and Ronnie . They 've emptied a few pitchers .He gets up and heads for the bar . To Gordy -Ronnie yells over from the bar -The guys look over as the bartender TURNS UP the VOLUME on the TV . ON SCREEN we see the President 's National Security Advisor step up to a podium to give a statement .Cheers throughout the bar . Mike quiets them .NEW ANGLE Big cheers now . Toasts all around . Everyone in the place is happy for Gordy , who sits there a moment trying to absorb the news , then buries his face in his hands .

Today, at 0700 hours Eastern Daylight Time, a joint United States/Colombian strike force launched a full - scale assault at a base camp of the Army of Colombian Liberation, or E.L.C., in Southern Colombia. The purpose of the mission was to punish the people behind the brutal bombing in New York City ten days ago. We are presently evaluating after - action reports from Special Operations Group, but feel confident that we have accomplished our mission.

At this time, we believe the man responsible for carrying out the New York bombing, the terrorist known as The Wolf, is among the enemy dead.

The Dalmatian whizzes on the hydrant outside . Sal plays chess in the open door with the neighbor kid . Ronnie polishes chrome on the truck . Gordy holds up the broken remains of his ice cream maker as Junior looks on .

Art 's sleeping . Gordy opens his locker . There are old pictures of Anne and Matt still taped inside . He glances at them quickly , then pulls out his tools .

Mike 's channel - surfing again . Gordy goes by the door , carrying his tools and looks in .Whereupon Mike lands on CNN .And then we 're on another channel .But Gordy has charged in and grabs the remote from Mike , switches channels back to CNN . ON SCREEN we see a CNN anchor with an over - the - shoulder graphic showing the still of the cop from the consulate surveillance camera with `` The Wolf '' superimposed .On screen , we now see a homemade video of a masked figure wearing a camo floppy hat and a hunter 's mesh face mask with a strange - smiling face painted on it in camo earth tones . The Wolf 's body is hidden shadow , the voice digitally altered to a deep bass growl .We see Gordy 's demeanor shift , retreating to the obsessive , seething hatred he showed before .The Wolf slaps his palm for emphasis .The tape ends . Mike shakes his head .OFF Gordy , his spark of life suddenly extinguished .

I swear that for every freedom fighter you killed, ten Americans will die. And I will pick the time and the place. And I will enjoy it.

One of the men in the jail with you in Mompos is dying. He was burned in your explosion.

You Americans think you have all the answers. And really, you're so naive.

You see one peasant with a gun, and you never ask why he has to have it. You just run to give your billions to the nearest soldiers, no matter how merciless or corrupt they are.

That's why I'm teaching America a lesson. that's why there'll be more bombs. and more families like yours will pay the price.

The four connected townhouses sit behind gates on a tree - lined street in Georgetown . A sign reads : Latin American Institute .

Brandt 's on the phone . He 's pissed .DONALD UPDEGRAF , Brandt 's number two , enters .Beat . Updegraf picks up the phone .

The man whose wife and son died in New York. One of your units found his passport and credit cards on some gunrunners near Panama. Gunrunners say they left him alive.

One of Rocha's infiltration teams just radioed in. We got our big break.

At 2250, we get a large heat - and - light anomaly consistent with an explosion.

This is the explosive area two minutes later. We got a house blown to shit and burning. We got Colombians in cammies, a gringo down, a woman and kid, and some bodies. This guy -

A little later, an E.L.C. convoy arrives, and everyone loads up. The convoy travels thirty - two minutes upriver and stops here.

More like a small village. It's mobile, and it's not just guerrillas - it's women and kids, too. Here it is by day.

Houses, barracks, school for the kids, cooking sheds, H.Q., latrines, gun pits.

The storm's gon na be real bad for at least twelve hours. Here's the data.

Air ops says it's too heavy for the Blackhawks. Also, Sat - Intel is saying the clouds're too thick, and we're blind.

Yeah. The creeks are rivers around Caguan. Unless The Wolf's a fish, he's not moving. And there's fresh coffee.

Gordy 's mood is dark . It 's not improved by hearing the bullshit in Updegraf 's reply .He slams down the phone . Rips up Brandt 's business card . He 's alone with his frustration , with his rekindled hatred and rage . OFF Gordy , glaring at the photo of The Wolf on his wall .

Armed police lead Rottweilers through the newly - arrived passengers . FIND Gordy in line . He wears jeans , polo shirt , Timberlands , carries a backpack . Gordy advances to an IMMIGRATION OFFICER , hands over his documents . The agent studies Gordy 's passport .The agent looks up at Gordy . Looks back at the passport . Beat .The agent gets the attention of an IMMIGRATION SUPERIOR , and the two of them confer out of earshot a moment . The Superior looks over at Gordy . Then approaches .

We're aware your wife and child were killed in the bombing in New York.

It's better for you to visit another country. For your own sake.

The customs Superior closes the door . Beat .He opens the door , addresses two armed policemen in Spanish . Turning back to Gordy -He holds out Gordy 's passport . Beat . Gordy takes it , starts out . As he goes -Gordy stops , turns back . He says nothing , but the look on his face speaks volumes .Gordy does n't respond . Just turns and goes .

Gordy 's flanked by the armed policemen , one with a Rottweiler . As they walk , a PA announcement in Spanish is repeated in English .OFF Gordy , having heard the announcement -

Avianco flight 42 to Panama City is now open for boarding. Avianca flight 42 to Panama City is now open for boarding.

The highway terminates here , far short of Colombia . The idea is to inhibit the northbound migration of people and drugs . From this point south lies the Darien Gap , a thick rain forest traversed only by rough trail . A cab with a Panama City logo pulls up at road 's end . Gordy gets out with the Panamanian CAB DRIVER . The Cab Driver indicates a Panamanian man waiting there with a .9 mm on his hip .Ever and Gordy exchange nods .The Cab Driver indicates distant mountains .Gordy pulls out his wallet , pays the Cabbie .The Driver gets back inside the cab . Out the window -He drives off . Gordy looks to Ever . Ever smiles , motions him to follow , then turns south and starts walking . As Gordy falls in behind .

Beyond those mountains. The trail is very dangerous, but do not worry, Ever will get you there. You can pay him then. You can pay me now.

Gordy and Ever pass through pristine tropical rain forest . NEAR STREAM rushing fiercely through the jungle , Ever uses his machete to cut two lengths of bamboo . He hands one to Gordy and indicates how they 'll ford the stream . Gordy nods , then follows Ever 's lead into the perilous , belly - deep water . They struggle to maintain their balance , even with the sticks . When they reach the opposite bank , Ever signs okay to Gordy and smiles . HELICOPTER CARCASS They pass the carcass of a crashed and burned - out helicopter , when . Two dangerous - looking men armed with assault rifles step out of nowhere onto the path ahead of Gordy and Ever . Gordy and Ever stop . Gordy glances at Ever . Ever 's focused on the men and clearly does n't like what he sees . Gordy looks back . The armed men advance toward them carefully , rifles in the ready position . Gordy watches them approach , wondering who they are and what they 're going to do . Ever , frightened , takes a half - step back , then swings the length of bamboo fast and hard , and . He smashes it into the base of Gordy 's head , knocking Gordy out . The men run up . One man covers Gordy , while Ever and the other man rifle his pack and toss his pockets . They take his passport , wallet , and an NYFD T - shirt . And then they 're gone . CLOSE ON HUMMINGBIRD Hovering over Gordy as he comes to . As it flies off . GORDY sits up . Feels the bloody lump on his head . It hurts , but it 's not serious . He searches his pockets and backpack , realizes the passport and wallet are missing . Gordy stands . Looks around . He 's alone . He 's in the jungle . He keeps heading south .

Gordy trudges on . The thick jungle 's hot and humid , full of STRANGE SOUNDS and shadowy animal movements . Gordy 's going uphill , when he rounds a bend in the trail , and . He meets a man coming the other way . Alarm gives way to the realization that the man is followed by a number of people , including women and children . As they pass Gordy , it 's apparent they 're refugees from their haunted expressions and crude backpacks heavy with possessions . Gordy addresses the passing people . Indicates where he 's standing .No one replies . Then a small COLOMBIAN GIRL comes up and gets his attention . She runs back up the trail a short distance and stops . She draws a line in the dirt .She jumps backward over the line .She does it again .She smiles . At the sound of a sharp WHISTLE , however , she runs back quickly , passing Gordy and rejoining her family . Her father hands her a machete and a Zippo lighter , says something to her . Whereupon the little girl returns to Gordy and holds the items out to him . Beat . Gordy takes them .The little girl runs back again , and Gordy watches the refugees disappear around the bend . Then turns back uphill and approaches the line the little girl drew in the dirt . Looks down at it . Crossing over means he walks into a world dangerous enough to cause these people to flee for their lives , and . Just as Gordy charged into the fire - engulfed tenement past a tide of more sensible rats going the other way , he now steps over the line and advances into Colombia .

Where the rain forest of Darien continues in Colombia . Darkness sets in as Gordy follows the trail downhill . At night , the JUNGLE 'S EVEN NOISIER . When . EVERYTHING GOES QUIET . Gordy slows . And suddenly , AUTOMATIC WEAPONS begin to POP somewhere . Not close , but not far , either . A FEW BURSTS , some SINGLE SHOTS - the call and response of an ambush - and then SILENCE . And then the nighttime JUNGLE NOISES return . As Gordy walks on .

The sun is already cooking the jungle as Gordy reaches a break in the trees , sees a small town ahead . NEARBY - MOMENTS LATER Gordy has left the trail . He lowers his pants just enough to expose his injured thigh . A bandage covers the wound made by the glass shard . Gordy unwraps the bandage , revealing . A wad of cash is hidden inside , along with a photo of Anne and Matt . A long , livid scar marks the wound . Gordy studies the photo of Anne and Matt a moment , then removes some cash from the wad and re - wraps the money and photo inside the bandage . BACK ON TRAIL Gordy heads into the town .

One of the colorful , wretchedly overcrowded buses that ply Colombia 's back - country roads . As the chiva jolts and shudders over the dirt road , Gordy sleeps . He 's an object of some curiosity - not only a gringo , but a virtual Gulliver in comparison to the small - statured Colombians pressed in around him .

A sprawling farm/estate deep in the countryside . Beyond the hacienda , we see a military compound containing tents and three heavily camouflaged helicopter shelters . A recently arrived Light Observation Helicopter -LRB- LOH -RRB- sits on a chopper pad with its rotors still turning .

Full of manned hi - tech command - and - control and surveillance equipment . A Colombian military operations officer , ROCHA , waits with an aide . Brandt arrives with Updegraf .Updegraf has had papers handed to him and interrupts -He hands a paper to Brandt . Brandt reads it .EXPLOSION Boom ! An ENORMOUS EXPLOSION . And .

We have too much time and too many people invested to have a loose cannon walking around.

Gordy bolts awake from the nightmare with a scream . He looks around at the startled faces in the crowded bus , unsure where he is for a moment before he gets his bearings . The dream lingers , depressing him . ANGLE - AHEAD OF CHIVA An oncoming bus flashes its headlights . As the buses pass , the ONCOMING DRIVER yells to Gordy 's chiva driver .SECOND CHIVA keeps going . Gordy 's chiva slows to a crawl , and the Driver calls back .Various passengers gather their things and begin to disembark in a hurry . To anyone who 'll answer -A MAN IN A YANKEES CAP is among the people getting off . He answers in accented English .BUS starts to pick up speed again . Gordy gets off just in time . To the Man in the Yankees Cap -The man heads into the forest . Beat . Gordy follows .

There is a military checkpoint up the road. They inspect everyone's papers.

To the Man in the Yankees Cap as they walk -The man puts a finger to his lips , hushing Gordy . They 've come abreast of the checkpoint , which can be seen in the distance through the trees . Colombian soldiers have the chiva blocked as they perform their inspection . The chiva 's DIESEL GROWLS loudly . When suddenly . FIGURES We see figures moving in the forest between the group and the checkpoint . And then . The forest erupts in a deafening fusillade of AUTOMATIC WEAPONS FIRE being directed at the soldiers at the checkpoint . In the same instant , an RPG takes out a Colombian Army humvee in a bright , fiery EXPLOSION .MAN The man pulls Gordy down as the group hits the dirt . The GUNFIRE continues . On the ground , to Gordy -The attack rages furiously for twenty seconds , then wanes to sporadic GUNFIRE . Other WEAPONS are FIRING now , too - clearly the Army is finally mounting a defense . And then . FOREST We hear the sound of PEOPLE CRASHING through the forest . They 're running toward Gordy and the group . The CRASHING GETS CLOSER . And now Gordy begins to hear the BREATHLESS PANTING of the guerrillas in retreat . BOOTS THUD past Gordy 's head . When suddenly . One of the running guerrillas trips over Gordy and goes sprawling . The guerrilla , wearing the motley uniform of an irregular soldier , whips a look back , and . Gordy finds himself staring into the battle - hardened eyes of a fierce young woman . In a heartbeat . The woman jumps back to her feet , and joins her comrades laying down a suppressing FIRE at the soldiers . Spent cartridges rain down around Gordy , as the AK - 47 ON FULL AUTO chops loudly over his head . And then . NEW ANGLE The guerrillas are gone . The Man in the Yankees hat hauls Gordy up , yells -The group is in the greatest danger now - caught between the fleeing guerrillas and the soldiers , who are giving chase and will shoot anyone or thing in front of them . Everyone in the group scrambles to his or her feet and begins to run . And . Soldiers do notice them and begin to FIRE . FOLIAGE BULLETS SHRED the foliage around Gordy , whipping past his head . He and others keep running . A man goes down when a BULLET BITES into his leg . Gordy slows , but the Man in Yankees Cap wo n't let him stop to help . Slams him hard on his back . Keeps pushing Gordy forward . A few moments later , we hear M - 16 's on FULL AUTO back where they left the man .

The powerful TORRENT ROARS through the forest . Gordy and the others reach the near bank , where the path drops into the water to reappear on the opposite bank . The Man in the Yankees Cap is in the lead . He plunges into the fast water up to his waist . Gordy and the rest splash in behind , struggling to cross against the swift current . The Man in the Yankees Cap reaches the far bank . Takes two steps , and . EXPLOSION BOOM ! An EXPLOSION rips into him . GORDY AND OTHERS stop mid - stream , but one of the group , a young woman , believing the blast was caused by the pursuing military , continues struggling to cross . An OLDER MAN looks , sees the blast - hole .Gordy realizes the old man 's saying `` land mine . '' To the young woman -Gordy moves to catch her . Just manages to stop her as she reaches the far bank . Gordy points to where the land mine detonated .Beat . Slowly , the terrified young woman responds to the strong , calm tone of command in Gordy 's voice and the unpanicked , reassuring look on his face . Gordy brings her back to the group , which fights to stand in the rushing river . He indicates for them to hold hands for stability . Motions for them to stay .GORDY leaves the group in the middle of the river . The GUNFIRE is now FAR - OFF AND SPORADIC . He crosses to the water 's edge on the far bank . Pulls the Zippo from his pack and leans over . Uses the flame to illuminate the mud and rock immediately in front of him . Scratches lightly at the ground with the machete , searching for mines . Finds nothing in that spot . And steps onto it . Searching the ground and scratching at it with the machete before each step , Gordy inches toward the Man in the Yankees Cap . Three steps from the river . He finds a small , round anti - personnel mine the size of a hockey puck . He inches past it . Moves past another . And another . To the writhing Man in the Yankees Cap -NEW ANGLE Finally , Gordy reaches him . One of the man 's legs is missing below the knee . He 's bleeding from various other wounds as well . Gordy uses the Zippo to inspect the area for more mines . Then kneels in a footprint .He takes a bandanna from the man and ties a tourniquet around his thigh . By way of distracting him -Beat . Gordy finishes the tourniquet , when he sees . YOUNG MAN has left the group and emerged from the river in a different place to avoid the mines . Gordy 's eyes go to something glistening in front of the young man - a taut nylon line ten inches off the ground . The kid 's about to hit it . Gordy shouts -The young man hears the alarm in Gordy 's voice and stops . But not before he plants his next step , and . The trip wire bows against his shin , and . Gordy ducks , covers the Man in the Yankees Cap , and . Nothing happens . The young man just stands there , frozen in position , his leg still bowing the line . Using the Zippo again to light his way , Gordy advances to the young man . He follows the trip wire to where a Coca - Cola can hangs from a nearby tree . On closer inspection , Gordy can see the can is sleeved around a grenade . There 's no pin in the grenade . The can keeps the grenade 's arming spoon in place . The trip wire 's designed to yank the can off , allowing the grenade to explode at chest level . And the can 's almost off . Gordy burns through the monofilament trip wire . Then carefully slides the Coke can back over the grenade . MAN IN YANKEES CAP - MOMENTS LATER When Gordy returns , the man 's dead . OFF Gordy , looking down at the NY logo on the cap .

Gordy sees a sign for a town as the chiva rumbles along . He pulls out his map . INSERT - MAP Gordy finds the town , which lies along a river . He traces a road from the town . The road runs south through the town of Mompos , and eventually reaches Caguan , the ELC capital . BACK TO SCENE A COLOMBIAN WOMAN is looking over Gordy 's shoulder .She leans over , traces the river , which also runs to Caguan .

The FERRY 'S WHISTLE TOOTS . Lines are cast off . Two plainclothes federales have been watching the ferry load and now relax their vigil . One man holds a Xerox of Gordy 's passport photo . The other bites into an empanada , which breaks open and spills its contents down the front of his shirt . His partner finds it funny . He does n't . And while their attention 's occupied . Gordy hurries by , oblivious to the federales ' presence , and just manages to hop onto the ferry as it pulls away .

The ferry 's the only means of travel south , and it 's packed . Gordy picks his way through . The only other gringo on the boat is a geek in a plaid shirt and gim me hat that says `` Deerborn . '' The geek , PHILIP ARMSTRONG , looks like a talker , and Gordy tries to avoid eye contact . He 's too late .But Armstrong 's already throwing a bag off the bench .He sees Gordy has n't moved .Beat . Gordy sits . Immediately -Armstrong doffs his cap , undoes a safety pin securing a card inside the crown . Shows it to Gordy . Sotto -Armstrong carefully returns the card to the hat . And now his voice takes on a noticeably more measured tone -Beat . Gordy 's contemplating the warning , when his eyes go to a small , sleepy boy standing nearby on the cramped deck , leaning against his father . Gordy reaches over and taps the boy . The boy looks over . Shrinks away at the sight of the large gringo . The father notices and looks at Gordy , who stands , indicates his seat .The father 's also apprehensive , does n't move .Finally , the father accepts , sits down with the sleepy boy on his lap . Nods his thanks at Gordy , who then gazes down at the son . A kid about Matt 's age . Armstrong recognizes the look of a caring dad .OFF Armstrong , as Gordy walks away .

Only room's at the back near the bano, and I'd advise against it, unless you like poop.

I love America. Never been to Austria. Where from in America would that be?

I do n't like New York City. Buildings're too big. What kinda work you in?

Ca n't drink caffeine. Makes my stomach do the rumba. I like that commercial guy with the sombrero and the mule, though. Headed upstream, eh? Where to?

'Cause no one in their right mind would ever go back. Caguan's in the guerrilla zone run by the E.L.C. E.L.C. as in ` Extra Loathsome Communists.' They do n't care, and they kill. I'm going there myself. But I have a ` get outta jail free' card.

If you do n't have one of these, you do n't want to be up there, Gordy.

That little kid and I had a nice, long snooze. We're almost to Mompos.

Y' know, I have n't noticed one darn body floating downstream this whole trip, have you?

Pass is only good for one person, if that's your idea, which I think it is. Besides, I ca n't risk traveling around up there in the company of a big gringo with a dumb - ass cover story about coffee beans.

I've worked too hard for it. And you do n't have that kind of money on you.

Mompos. You want to have some fun, we'll hook up later. I always schedule a stopover. To sample the local wares and such.

Got ta get off the boat anyway. Mompos is the last stop. From here into the guerrilla zone you can only travel by panga. If you change your mind, I'll be at the Tropicale later. It's a gringo bar. Just follow the cockroaches.

Yeah, well, I guess all these assholes down here are just starting on my nerves.

So what the hell did you do to land us in here? And do n't jerk me around, eh?

Oh, you're that guy, eh? I'm sorry, man. And what, you came down here to even things out?

No. I told you. The pass is only good for one person. And you're too dangerous to travel with.

I'll call ahead and tell Felix I'm not coming, and you're my replacement. He'll meet you in Caguan and take you to the plantation. What do you know about diesel engines?

You'll have to be Austrian, eh? They hate Americans. Name's got ta change, too, in case they're watching the news.

It'll buy you a little time to look around Caguan. But you'll never find The Wolf.

Luck got you this far. But up there, luck does n't make it. I hope you know you're gon na die.

Two Colombian armed man wearing guerrilla uniforms bearing a distinctive ELC patch are walking a trail , when the man in front notices something odd . He stops . Leads the other man back a few steps . Looks into the foliage along the trail . Something does n't seem right . He extends his AK - 47 . Prods a hump of greenery with the rifle butt , and in a flash . The greenery suddenly transforms into two men wearing face - paint and full - body military camouflage gear and pointing twin cocked - and - locked CAR - 15 assault rifles at the heads of the startled guerrillas .

Brandt stubs a butt as a Colombian SOG group does killer training nearby . Updegraf opens the door . To Brandt -

Gordy stands along the rail looking out at the lush , beautiful countryside sliding past . Armstrong joins him .Gordy does n't respond . Beat .Gordy looks over . Armstrong smiles back . Beat .The FERRY WHISTLE TOOTS .NEW ANGLE They see the beginnings of Mompos . Two 4x4 trucks are parked on the riverbank . Lean , clean - cut men in jeans , tight shirts , cowboy boots and sunglasses lean on the truck and watch the ferry pass .SAME SCENE - FEW MOMENTS LATER The ferry pulls up to the dock . The dock street is a culture clash of shanty bars and Amazon Indian traders , of big - wheel SUVs and mule carts . There 's a definite air of menace .Gordy follows Armstrong 's look to two plain - clothes federales , one fat and one thin , standing near the dock watching the boat pull up . When Gordy glances back , Armstrong is gone .

Gordy disembarks amid the throng of passengers , when the FAT FEDERALE confronts him .Gordy looks up in surprise at him and the thin federale backing him up .He clamps a hand on Gordy 's arm . Gordy shakes it off and starts running . Almost immediately , he 's tackled to the ground by the thin federale . Two more federales join in . Gordy 's not gon na go down easy , though . Even as only one against four , Gordy 's a formidable challenge . He 's strong , and he 's committed all the way . He 's not getting kicked out of this country again . It 's not a clean or artful fight . There 's no karate . It 's four men trying to tackle a bull , and . The bull gets away .

Gordy sprints down streets with the federales in pursuit . GORDY jukes into a local bar . ANOTHER ANGLE Gordy pounds out the back of the bar into a littered courtyard , where he 's surrounded by ten - foot walls . FEDERALES blast through the bar . GORDY runs , jumps , launches off a beer keg , and . TOP OF WALL He reaches the top of the wall and pulls himself up . He 's looking out across a block - long run of corrugated tin roofs . Takes off across the roofs , each step thundering , as . FEDERALES burst into the courtyard . Two men hastily build a stack of boxes , etc. , against the wall . GORDY runs as fast as he can across the rooftops , when . A section of roof gives way beneath his feet , just as . NEW ANGLE One of the federales finally mounts the wall , looks across the rooftops . and Gordy 's gone . GORDY lands inside a warehouse room amid sacks of rice , beans and coffee . The building is dark and dusty . He lies still and listens . FOOTSTEPS approach across the tin roof overhead . Gordy burrows into the bags of rice , pulls them over him . FEDERALE on the roof peers down through the hole . Scans the warehouse room below with a mini - Mag - Lite . GORDY sees the flashlight beam move past . He holds his breath . Beat . Then the FOOTSTEPS pass on , RECEDE down the roof . And Gordy can breathe again .

Gordy makes his way along the main drag of the frontier town . A noisy , neon - lit strip of bars and brothels . Everyone 's packing a gun . A new Dodge City , where death squad sicarios cruise past in 4x4 's BLARING SALSA .

In here , the MUSIC 'S LOUD ROCK 'N' ROLL . Gringo music for a gringo bar . The place is busy , with plenty of local `` hostesses '' for the men . Even Armstrong , standing half - crocked at the bar , is flanked by two scantily - clad women . He 's got a spoon hanging off his nose . So does one of the girls . Armstrong 's trying to hang a spoon on the other . Gordy slips into the bar . Spots Armstrong through the crowd . Sees Armstrong 's not wearing his cap , when . The girl with the spoon on her nose turns slightly , revealing she 's wearing the cap . It 's on backwards , but now Gordy can see the `` Deerborn '' logo clearly . Gordy wants the guerrilla travel pass inside the cap . It 's a desperate move , but he 's got no choice . Starts toward the girl , when . Gordy sees the thin federale enter the front door . The thin federale sees him at the same time . Begins moving in on him . Gordy moves faster toward the girl . And . The girl unwittingly does him a favor by taking off the cap and setting it on the bar , where it 's easier to grab , and then turns her attention to Armstrong 's antics . The thin detective fights through the crowd after Gordy . Gordy 's almost to the hat . Armstrong 's still having trouble with the second girl 's spoon .Gordy reaches the bar , snags the cap . Glances back , sees the thin federale closing in , turns to run out the back , when . A strong hand stops him . The hand belongs to the Fat Federale . And now the thin federale 's there , too , wielding a stun gun where Gordy can see it . People in the bar fall silent . Everyone but Armstrong , who 's finally hung the spoon on the second girl 's nose .And now Armstong also realizes something 's up . Turns and sees Gordy . Sees the cap in Gordy 's hand as the Fat Federale addresses Gordy -Whereupon Armstrong shouts drunkenly at Gordy -He staggers toward Gordy . Grabs the hat .Armstrong takes a drunken swing at Gordy , but . Instead of hitting Gordy , Armstrong accidentally - on - purpose clocks the fat detective . Then hisses into Gordy 's ear , clearly not that drunk -But then Armstrong 's legs wo n't work as the thin federale jams the stun gun against his neck , and 10,000 volts surprise the Armstrong neural network . Gordy moves against the thin federale in anger , when . The Fat Federale ZAPS him with another STUN GUN , just behind the ear . And Gordy gets to know the floor , too .

The jail might be old , but the cells are secure enough . They 're also unsanitary and thoroughly unpleasant . Gordy and Armstrong are led in by the federales . The Fat Federale has Armstrong 's hat . He looks it over , wondering why Gordy wanted it . Then decides he could give a fuck and tosses it to Armstrong . Clangs the cell door shut and locks it . Leaves shaking his head .Armstrong 's still unsteady on his feet and sits down on the metal bunk .Armstrong looks down at himself .Gordy 's silent . It 's over . He 's come up short . He 's going home .Beat . Gordy sits .Gordy just looks at him .Armstrong just shakes his head . Beat . DOOR TO CELL AREA BANGS open . Federales lead in two men - the two guerrillas surprised earlier by the heavy - camouflaged infiltrators . The federales are armed with batons and stun guns , taking no chances . It 's clear the rebels were n't brought here without a struggle , either - both are cut and bruised . The tougher - looking of the two has taken a real beating . This beaten man is jammed face - first against the bars of Gordy 's cell . He makes eye contact with Gordy while the other rebel is unbound and put into a cell . Then the beaten man is shoved into the cell . A solid , brick wall separates them from Gordy and Armstrong . Armstrong 's seen the patches on their uniforms . To Gordy , sotto -Beat . Armstrong sees the look on Gordy 's face . By way of a warning -The GUERRILLAS are MURMURING in the other cell . One of them LAUGHS . OFF Gordy , listening to the LAUGHING .

Two or three A.M. Armstrong 's dozing . Gordy 's still listening to the MURMURING of the REBELS on the other side of the wall , when . There 's a flurry of activity outside the cell area . The door opens . Soldiers enter with some federales . Gordy watches the soldiers move past his cell . Rocha is with them . And then . Brandt appears at the bars , looks in at Gordy .Gordy stands , approaches .Brandt goes . Moments later , a TORTURED SCREAM is heard on the other side of the brick wall , waking Armstrong with a start .

In a field near Mompos , a canopied truck backs into position . Men in guerrilla uniforms with ELC patches get out and pull back the canopy , revealing mortar tubes pointing skyward on a bed of sand . ELC GUERRILLA unit armed with AK - 47s and Light Anti - Tank Weapons -LRB- LAWs -RRB- infiltrates the town . ANOTHER TWO - MAN ELC GUERRILLA TEAM sets up a single mortar position overlooking the town . One of the men checks his watch . Beat . He signals . The other man drops a MORTAR down the tube . WHUMP . TWO MORTARS go in the tubes on the truck . WHUMP , WHUMP . ANOTHER ANGLE BOOM ! BOOM ! BOOM ! A water tower , the Mompos fire station and the town 's power supply are direct hits . WHUMP , WHUMP , WHUMP .

People react to the sounds of the MORTAR ATTACK on the town . The lights go out . Brandt , Rocha and their men quickly lock the guerrillas in their cell and head out .

As MORTARS CONTINUE to fall on the rest of the town , the unit of guerrilla infiltrators open up on the front of the jail with LAW ROCKETS .

KA - BOOM ! The front door and wall of the jail disintegrate under the multiple LAW attack . NEW ANGLE Brandt , Rocha and the soldiers , approaching the front door inside , are hammered by the massive concussion of the BLAST and flung across the room , apparently dead . ANOTHER ANGLE The powerful , concussive shock - wave channels into the cell area . Gordy 's slightly protected by a wall . Armstrong , standing at the bars , is thrown into the opposite wall and knocked unconscious . GUERRILLAS charge inside with AKs BLAZING . Surviving soldiers and federales SHOOT back . The blasts have caused fires in the building . Severed wires spark , creating more fire . Flames begin to spread through the tinder - dry structure . The guerrillas take out the soldiers and federales , with few casualties to themselves . They make their way toward the cell area . EXPLODING AMMO and stored FUEL CANS accelerate the fire . NEW ANGLE The guerrillas reach the cells . Two men see Gordy and draw down on him . The others move to the next cell . Guerrillas plant small explosive charges on the hinges of the cell containing their two captured comrades . Beat . The HINGES BLOW . The beaten man and the rebel with him are freed , and the guerrillas quickly retreat the way they came . Gordy sees flames spreading into the cell area . GUERRILLAS exit the fiery jail past Brandt . We see Brandt 's not dead .

A truck pulls up . The guerrillas get in . The TRUCK SCREECHES OUT as . 4X4 full of sicarios SKIDS onto the street , far ahead of the truck . The sicario driving punches it , and . TWO TRUCKS ROAR toward each other . A game of chicken . With GUNS . Men in both vehicles OPEN UP - the sicarios with magnums and Uzis , the guerrillas with AKs . SLUGS RIP through automotive steel . Casualties are taken . When . SICARIO driving the 4x4 receives a round in the forehead , cranks over the steering wheel , and . SPEEDING 4X4 does a Paris - to - Dakar road rally flip , twisting and somersaulting , and . NEW ANGLE The 4x4 catapults completely over the guerrillas ' truck , disintegrating into spare parts and dead occupants , as . GUERRILLAS ROAR off .

A severely - dazed Brandt , bleeding from the nose and ears , slowly gets to his knees , crawls out of the burning building and collapses outside .

There 's fire and smoke everywhere . Gordy picks up the metal bunk and slams it against a wall . Slams it again . Breaks the metal apart . Then levers a long side rail in the cell door . He heaves . Heaves again . The fire 's licking at him , but Gordy 's undeterred . He heaves again , and . This time , the door gives . Gordy picks up Armstrong 's cap , then picks up Armstrong , who 's starting to come around . Puts Armstrong over his shoulders in a fireman 's carry .Because running through the fire is just what Gordy 's gon na do . As he disappears into the flames .

The town 's in complete chaos . There are fires everywhere . Still stunned and bleeding , Brandt looks from where he lies on the ground as . Gordy bursts out of the inferno carrying Armstrong . They 're singed and smoking , but they 're alive . Gordy drops Armstrong , pats himself and Armstrong down , knocking out the burning embers on their clothes and hair , when . Gordy 's eyes meet Brandt 's . The two men hold the look for a moment . If Brandt could speak , he 'd be yelling at Gordy to stop , not to go on . And Gordy knows it . But Gordy 's not stopping . Picks up Armstrong again and moves off toward the waterfront .

There 's less chaos here . The fires are in the distance . Gordy arrives carrying Armstrong . Sets him down .He starts to go . Armstrong stops him .Beat . Gordy reaches over and takes Armstrong 's cap . He looks inside . There 's no pass .Gordy 's at a loss . He tosses the cap back . Just looks at Armstrong . Beat . Armstrong sighs .He takes off a boot . Shakes out some money and the pass . He hands the pass to Gordy .Beat . Gordy sticks out his hand .Armstrong shakes hands with Gordy . Armstrong does n't let loose right away . Beat .OFF Gordy , about to step over another line .

As dawn breaks over the river , FIND Gordy sitting in a motored panga being steered by a local BOATMAN . Gordy reaches into a pocket and pulls out the photo of Anne and Matt . He looks at it for a few moments . Then pockets it again . SAME SCENE - LATER The panga passes a dead body floating downstream . SAME SCENE - LATER The panga passes revolutionary banners and signs lining the riverbank .SAME SCENE - MOMENTS LATER The panga rounds a bend , and . Two souped - up bass boats filled with heavily - armed ELC guerrillas move to intercept it . The Boatman slows , puts the panga in neutral and keeps his hands in sight . One boat of guerrillas pulls alongside . The other sheers off and stops a short distance away , ready to open fire . Gordy shows the guerrillas his travel pass . One of them takes it . Reads . Looks Gordy over . Then starts to rip the pass in half , when . He stops . Grins . It 's a big joke . He hands back the pass , searches the boat quickly and waves the panga on . OFF Gordy 's relief as the panga heads on .

The panga arrives , and Gordy gets out . He 's met by FELIX . Felix has a 9mm in a shoulder holster . Felix does n't look the least bit happy .Felix leads him towards a Land Cruiser .They reach the Land Cruiser .It 's a prospect that seems to concern Felix almost as much as Gordy . Off which , as they get into the Toyota .

Armstrong should have called sooner. We do n't like changes here. If I did n't need the equipment fixed, I'd send you back.

We need to fix the equipment. We have delivery deadlines to meet.

The Supervisor made you my responsibility. You do n't go anywhere without me, you understand?

The problem's with the diesel generators. The sons - of - bitches keep breaking down.

We're using portables to keep production going, but they do n't supply enough power to the heat lamps, and we have to dry a lot of. ` coffee beans.'

We can fix anything, but these keep dying on us. You'll start now. I'll have tools brought to you.

Armstrong's a magician with them. Let's hope you have his skill.

This is mine. This is the reason I come here. right, Berta? Me amas?

I'll take her to a small restaurant. We'll have lobster and drink lots of wine. I'll get her drunk. We'll drive home. I'll carry her inside. I'll kiss her. And then, I'll screw her in my bed.

And when I am done screwing her, she'll never want to look at another man again.

You drive where I say. Or the Supervisor will have us both shot.

It's afternoon. Yesterday, you said it would only take two more hours.

I had a dream. I fed her lobster, got her drunk, and she rejected me for another man.

You're working all night, Beckmann. That generator gets fixed, and you're out of my hair in the morning.

This is where you stay. A boat will take you down river at seven.

The ELC SUPERVISOR for Caguan may be a Marxist , but the clean , well - ordered office is nicely appointed , with a big - screen Sony and leather furniture . The TV 's TUNED TO CNN . A photo on the wall depicts him as a younger man wearing guerrilla cammies bearing with an ELC patch and holding an AK - 47 . A brass nameplate reading `` Supervisor '' rests on a neat desk , behind which stands the man himself - a hardened , former guerrilla fighter proud of his position . He 's not in cammies now - his uniform now consists of casual but nice tropical clothing and a fat Rolex . Felix is a subordinate here . He and Gordy stand across the desk as the Supervisor examines Gordy 's travel pass . Gordy 's nervous about what could appear on the TV in the b.g. , but tries not to show it .The Supervisor just looks at him , assessing Gordy 's face for signs he 's lying . Gordy 's expression stays the same . Felix respectfully interjects . It 's almost a plea .A long beat . The ELC Supervisor hands the travel pass back to Gordy . In a hard tone to Felix -As Felix leads Gordy away .

Mompos is a shithole. Not like Caguan. Why did n't Armstrong come?

Gordy and Felix pull away from the Supervisor 's H.Q. Felix resumes his former tone of command .Gordy peers out the window intently as they drive , looking for a lucky break , looking for The Wolf , searching the face of every man . He does n't see The Wolf , but what he does see surprises him . The ELC Supervisor was right : Caguan 's no Mompos . It 's a third - world town , armed troops are visible , and there 's a lot of bad shit behind Colombia 's revolutionaries , but here the streets are calm and orderly . It 's quiet , almost eerie , as people go about their business . OFF Gordy , seeing another side of the guerrillas .

Felix turns off at the entrance to a lane leading to the plantation . The entrance is guarded by a 4X4 `` Rat Patrol '' assault truck and four heavily armed ELC guerrillas .Felix thinks he 's joking . Until he looks over and sees Gordy 's actually being sincere .

They approach a hacienda and outbuildings . The accoutrements of agriculture are present - tractors , sheds , cats , etc. . - but clearly , this is no family farm . There are lots of serious - looking men around . More ELC guerrillas stand guard . FELIX stops the car . He and Gordy get out . Felix begins leading Gordy toward two rows of long , open - walled sheds .NEW ANGLE They pass four very large pits , where green leaves steep in a thick , foul - smelling liquid .ANOTHER ANGLE They 're now walking between the two rows of sheds , where portable gas GENERATORS THRUM , and . Gordy can see long , wide platforms inside . Above the platforms are multiple arrays of powerful heat lamps . Spread out and drying beneath them is a half - acre or two of converted cocaine . IN ANOTHER SHED workers pack and wrap one - kilo bricks of coke for shipment . GORDY AND FELIX approach the two giant diesel generators .Felix walks over to a guerrilla with an AK - 47 and speaks to him . Then goes . Whereupon the guerrilla crosses to Gordy and takes up a sentry position over him . SAME SCENE - LATER Gordy has the diesels partially dismantled . The guerrilla sentry is still right there . Felix returns .Gordy has to think of something fast . Beat . He throws a machine part against a wall angrily .Gordy stands .OFF Felix , forced to acquiesce .

Felix is driving . Again , Gordy uses the opportunity to look for The Wolf . It 's a long - shot , and he knows it . But it 's all he can do . EMPTY STOREFRONT They pass an empty storefront . A sign on the large , front plate glass window says `` Cine '' and `` Sabado . '' BAR They pass a bar . Felix watches it go by with something like a look of desire . Gordy registers the look and the connection to the bar .

Gordy selects spare parts . A clerk wraps the parts in an old newspaper , and . Gordy realizes his picture is on the paper . He smears grease from his hands over it .

Gordy finishes loading the parts into the Land Cruiser .Felix pauses . We see the look of desire again . Gordy 's definitely struck a chord . But Felix quickly stifles it .Felix really wants to , but still hesitates .Beat . Finally -

They 've had a lot more than two beers . Felix has , anyway . He 's drunk . He 's also in love with a waitress on his lap , a cute gordita named BERTA . He pats her .Somebody whistles for a drink , and Berta goes .Long beat . Gordy makes the play he 's been contemplating .Felix is just loose enough .Gordy 's gotten all he 'll get from Felix . He feigns nonchalance , smiles .Gordy takes a swig of beer . When . Gordy sees the Beaten Man from the jail in Mompos . The man has just walked in with another guerrilla . Gordy barely avoids being seen as the guerrillas cross the room . At the bar , the bartender puts out two crates of beer . The guerrillas take the beer and head out . No money 's changed hands . When they 're gone , to Felix -

The two guerrillas are just driving away in a big - wheeled , high ground - clearance Suburban as Gordy and Felix emerge . Felix is weaving . Gordy keeps his eyes on the Suburban 's tail lights and opens the Land Cruiser 's passenger door for Felix .

Gordy gets in . Felix hands Gordy the keys . Then slumps against his door and closes his eyes .Gordy STARTS the CAR and drives after the Suburban .

Gordy follows the Suburban as Felix rambles -The Suburban pulls up next to a house . There are armed guerrilla guards outside .Gordy drives past the house as the Beaten Man and the guerrilla with him get out of the Suburban and start carrying the beer inside . And a moment later . Felix comes around with a start .He unholsters the 9mm and points it at Gordy .Gordy turns the car around . Felix keeps the gun on him .Gordy drives back . They approach the Suburban and the house once more . This time it 's on Felix ' side . Felix gives the guerrilla guards a wave as they go by , and . Gordy 's eyes go to something he could n't see coming the other way : a large propane tank next to the house .

The work in the sheds continues . Heat lamps dry down the long tables of coke . GUERRILLA GUARDS are more vigilant at night , patrolling the grounds with posted teams . WORK LIGHTS illuminate the two big diesel generators as Gordy continues his overhaul . He has two sentries now . One wears a combat vest , and as Gordy works , his eyes go to the grenades hanging on the vest 's front .

The sun 's over the yardarm now , blazing hot , and Gordy 's still working under the watchful eyes of the guards . Nearby , a group of guerrillas is playing soccer , when . A man is injured , and his teammates call for one of Gordy 's guards to substitute . The man in the combat vest responds . The game is shirts and skins , and he 's joining the skins . Puts down his AK , strips off his combat vest and shirt , and runs in . Gordy 's eyes go to the vest and the attached grenades . With the other guard still watching him closely , however , there 's nothing Gordy can do . SAME SCENE - LATER The soccer game rages back and forth . Suddenly , an open man gets the ball . Breaks toward the goal . Gordy sees the player about to go one - on - one with the goalie . He cheers the action loudly , whereupon . Gordy 's guard turns to see what 's happening , and . Gordy grabs a grenade . Almost gets it into a tool box , when . The player kicks wide , the guard looks back , and . Gordy covers the clattering of the grenade 's dropping into the tool box by picking up a large wrench . But the grenade 's still visible as now . Felix comes around the corner . He 's sleepy and hungover . And pissed by Gordy 's lack of progress .Gordy wipes his hands on a rag , throws it on the grenade .Gordy reaches up and hits the start button on the GENERATOR . It SPUTTERS , but wo n't catch . Felix just looks at him . Gordy makes an adjustment , and . This time , the ENGINE TURNS OVER . PURRS like new . The heat lamps brighten in a row of sheds . Felix winces as the DIESEL ROAR makes the hangover hammers in his head pound even harder .Gordy grabs the tool box .Felix buys it and heads off . As Gordy follows him .

They pass the `` Cine '' in the storefront . The ELC Supervisor 's big - screen TV is being wheeled in . GORDY sees an attractive woman playing with some children . GORDY AND FELIX drive past the bar . Gordy notices Felix does n't even glance at it .We see that , whatever this means , it 's an unexpected complication for Gordy .

Gordy chooses the spare part . The clerk wraps the part in newspaper .

Gordy loads the part into the Land Cruiser . To Felix -Felix gets into the Land Cruiser .

Gordy climbs in . Felix starts driving . Gordy 's down to final straws .There 's a beat . Felix glances at Gordy . Decides it 's safe to confide .Felix pulls out his .9 mm . Gordy does n't blink an eye .Beat . OFF Felix , thinking it all over .

A replay of last night . Felix is pretty wasted . Berta 's in his lap again . In Spanish -Someone whistles for a drink . Berta starts to stand . Gordy slips her twenty US dollars to stay . She does .Gordy crosses , exits into the bano .

Gordy gets the grenade from the tool box . He slides it just inside the top of his pants , with the spoon hooked over the waistband . He finds some wire . Then searches for something else . Finds a piece of string and checks its length . From Gordy 's reaction , we understand it 's too short . Gordy opens doors and checks seat pockets . Nothing . He checks the glove box . No long string there , either . But he does find two rubber bands . Gordy studies them a moment , thinking . Tests their elasticity . Then pulls out the Zippo and thumbs it . The lighter still works . As Gordy pockets everything and walks off .

Gordy steals through town , hiding when he sees someone coming . He 's re - tracing the route he took the night before , when he followed the Beaten Man 's Suburban . `` CINE '' He passes the `` Cine '' in the storefront . A movie 's beginning to play on the supervisor 's big - screen TV . The place is packed . No one sees Gordy , who moves on . GORDY continues to make his way through Caguan , when . He rounds a corner , and there 's a four - man ELC patrol , two in a truck and two out . Gordy turns , starts heading back , when . One of the GUERRILLAS calls to him .Gordy stops . The two standing men walk toward him . The other two men get out of the truck to provide backup . One guerrilla approaching Gordy stops short and stands off , cocked - and - locked , as the other comes up . Gordy carefully produces the travel pass . The guerrilla looks it over . In butchered Spanish -The attractive woman we saw earlier playing with the children now walks up holding the hand of a small boy . A guerrilla waves them on . The woman and boy hustle by , glancing at the face of this big gringo in trouble as they pass . They hurry on toward the nearby `` Cine . '' OFF Gordy , as the guerrilla indicates for him to start walking to the truck .

The guerrilla patrol has taken Gordy to Felix , still sitting with Berta in his lap .The patrol leader looks at Felix hard . Then nods . The guerrillas go . Felix dumps Berta onto her feet , stands . Felix looks at Gordy , shakes his head .

Gordy and Felix get in .Felix jams the car in drive . Gordy looks down , sees the spoon of the grenade exposed . As he readjusts his shirt to cover the spoon .

Felix is right there supervising for himself as Gordy finishes working . Gordy stands . He stares hopefully at the MACHINE . Then pushes the starter , and . VRROOM ! The heat lights in the second row of sheds brighten . Gordy turns to Felix .No response .

Felix yanks the dangling cord and turns on the lights . The room 's a mess . All kinds of rubbish . There 's a washtub sink . There 's a cot .Felix closes the door . We hear a LOCK TURNING . Gordy moves to the door and tries it . It 's definitely locked . Through a small window , he can see the lights in the sheds and the ever - vigilant nighttime ELC sentries patrolling the grounds . The DIESELS ROAR in the b.g. Gordy turns back . Readjusts the grenade digging into his belly , then hooks it back inside his pants . He turns off the light . Moves to the adobe wall opposite the door . THROUGH another small window , he can see it 's dark in this direction . Gordy rummages through the refuse lying around the room . We see some rubber tubing . We see some rope . Gordy finally finds a piece of sharp metal . He moves to the wall with the window . With the DIESELS covering the noise , Gordy starts chiseling away at the adobe .

Gordy is making slow progress through the wall , when he hears the VEHICLE arrive . He moves to the window by the door and looks out . Sees the Suburban . Four guerrillas are getting out , including the Beaten Man . Felix meets them . The Beaten Man exchanges words with Felix . Felix indicates Gordy 's room . As the Beaten Man continues to question Felix . Gordy realizes he 's fucked . He ca n't get through the wall fast enough . His eyes go to water dripping from a pipe leading to the washtub sink . He moves to it . Finds the water pipe underneath that feeds the tap . Cranks shut the master valve on the pipe . Wraps his hands around the pipe and pulls . Nothing . Jams his feet against the wall for leverage and pulls harder . And this time , he yanks the pipe free from the sink . He finds the rubber hose . Fits an end over the pipe . Quickly lashes it on with some wire . Then cranks on the master valve . High - pressure water streams from the hose . Gordy sneaks a peek out the window . The Beaten Man 's still questioning Felix . The sound of the hose water is being covered by the DIESELS . Gordy crosses the room , extending the hose to the hole he 's made in the wall . He aims the stream at the hole . Thumbs the end of the hose to make the water jet even harder . And watches the jet begin eating away at the old adobe and brick , just as it ate through the crumbling plaster in the Spanish Harlem tenement .

The Beaten Man finishes with Felix . Felix begins leading the guerrillas toward the storeroom .

Gordy 's made progress , but has n't broken through yet . And he wo n't , not in enough time . Under his breath -And just then .

WHAM - WHAM - WHAM , one of the DIESELS Gordy repaired suffers a spectacularly loud internal breakdown . The heat lights dim in a row of sheds . Felix and the guerrillas stop to see what 's happening . At which point , the generator now BURSTS into FLAMES . BACK TO GORDY He smiles .And we realize that he 'd planned on the diversion , as . The water jet breaks through . The hole 's still small . Gordy begins to widen it .

Felix , the Beaten Man and the other guerrillas resume their march toward the storeroom . They reach the storeroom . Water 's pouring out under the door . Felix unlocks the door and opens it to find .

Gordy 's gone . The Beaten Man signals two men to go out the hole . To the other man -The man goes . Outside , we hear him SHOUT orders to the guerrillas guarding the plantation . The Beaten Man turns to Felix . Felix is terrified . In a pleading tone -BANG ! The Beaten Man SHOOTS Felix in the head . Then exits . OFF Felix , dead , his blood mixing with the water still streaming across the floor .

The guerrillas report to the Beaten Man . They ca n't find Gordy . To the men guarding the plantation -He signals his men to come with him . They get into the Suburban . Whereupon we FIND . UNDER SUBURBAN Gordy 's hanging onto the chassis . With the large tires and high ground - clearance , there 's just enough room to get his legs over the rear axle . He 's just finishing rigging up a rope he took from the store room - the rope 's slung from one side of the chassis to the other , to support Gordy 's back . He hears the ENGINE START , grabs the transfer case , and . SUBURBAN ROARS off with Gordy suspended below . The rear DRIVE SHAFT WHIRS madly , inches from Gordy 's face . And , with each bump in the road , even with heavy - duty off - road shocks and springs , the undercarriage of the Suburban comes within inches of crushing Gordy 's legs . ROCKS are PINGING everywhere . The dirt and the dust are choking . Even for a short distance , it 's going to be a long , dangerous ride .

As the TRUCK BLASTS down back roads and through the darkened town . GORDY continues to suffer underneath . Even with the rope supporting him , he has to hold on with two hands . A vicious jolt suddenly loosens a grenade . It starts to slip free . Gordy ca n't stop it without letting go . The grenade falls , and . Gordy shoots out a hand and grabs it . Barely . The spoon just hanging on the end of his fingertips . Gordy ca n't use his other hand to get it . He needs the hand to hold onto the car . The grenade begins to slip . He 's going to lose it . And just as it falls . Gordy does the only thing left . He slips a finger through the loops of the grenade pin . Just barely snags the grenade before it drops to the road . And then . Carefully , slowly - praying that each bump does n't jar the grenade off the pin - with his other arm shaking and screaming in pain as he maintains a grip on the transfer case - Gordy eases the grenade back onto his stomach , where he gets a better grip . Jams the grenade back . Then grabs onto the undercarriage once more , in time to relieve the muscle - tearing strain on his arm . ABOVE GORDY 'S WORLD the Suburban passes the `` Cine . '' The movie 's over , just letting out .

The Suburban pulls up to the well - guarded house Gordy saw the night before . The men get out and go inside , leaving the SUBURBAN RUNNING , clearly planning to leave again right away . GORDY carefully lowers himself to the ground . Slides out on the side away from the house . Hides behind a large wheel . The brightly - lit house is surrounded by coconut trees . Gordy watches the guards . When the guards are n't looking , he runs to the nearest tree . The sounds of the SUBURBAN 'S ENGINE covers his footsteps . TREES Gordy moves from tree to tree when the guards are n't looking , when he reaches one tree , and . NEW ANGLE THUNK ! A coconut hits the ground next to him , and . One of the guards comes to investigate . The guard gets closer . Gordy inches around the tree . He ca n't get away without being seen . He nudges the coconut with his toe . Nudges it harder , causing it slowly to roll away , and . The guard picks it up . Never sees Gordy in the shadow of the tree , pressed against the trunk . The guard shows the coconut to a guard near the house , then walks back . GORDY sneaks to another tree . Then reaches the house . He moves to a window . Peers into a room . No one 's there . But we hear the sound of VOICES . Gordy creeps along the wall . Looks into another room , and . INSIDE is a group of ELC guerrillas , including the Beaten Man , packing suitcases , etc. . Leaving in a hurry . GORDY scans the faces . Except for the Beaten Man , no face is familiar . A man with his BACK TO us stands , and there 's nothing familiar about him , either . When . ANOTHER ANGLE Directly in front of us , another man emerges from a room . He 's also in ELC guerrilla camo . OFF Gordy , looking intently at the man . FLASHBACK - SURVEILLANCE TAPE The face of the cop outside the consulate . MAN -LRB- PRESENT -RRB- in the room . His face looms larger as he ADVANCES TOWARDS us . FLASHBACK - COP 'S FACE when he bumped into Gordy on E. 64th Street . CLOSE ON MAN -LRB- PRESENT -RRB- in the room . It 's the same face . BACK TO GORDY He 's found The Wolf , when . Suddenly , a guard appears , and . Gordy freezes . Eases into the shadows . His dirty face and clothes blend in just enough . The guard moves past . ANOTHER ANGLE When the coast is clear , Gordy moves to the large propane tank . He takes out the grenade . Puts the rubber bands around it , spoon and all . Grips the grenade in his hand , holding the spoon down , and yanks the pin . And then . Slowly , slowly , Gordy begins releasing his grip , allowing the rubber bands to take on the pressure of the spring - loaded spoon . If they 'll do it . if the spoon goes now , Gordy 's going up in the blast . Gordy continues to relax his grip . The rubber bands stretch . Stretch more . Keep stretching until they 're barely holding the spoon . but they 're holding it . Gordy quickly , carefully wires the grenade to the propane tank . Then takes out the Zippo , pulls it apart and removes the lighter fluid - soaked cotton . Holds the cotton just above the grenade and squeezes with his fingers . And . Lighter fluid drops onto the rubber bands . Gordy squeezes out as much as he can onto them . Then Gordy gets the hell out of there . He finds cover . Ducks down . And waits . CLOSEUP - GRENADE The lighter fluid is dissolving the rubber bands . BACK TO SCENE Gordy suddenly hears a woman 's gentle SINGING . He looks in the direction of the sound , and . Gordy sees the attractive Woman and the boy approaching on the road . She 's singing a gentle song in Spanish . Gordy 's eyes flash with alarm . He glances at the house . CLOSEUP - GRENADE The lighter fluid continues dissolving the rubber bands , which are now beginning to lose their elasticity and stretch from the pressure of the spoon . BACK TO SCENE Gordy looks back at the Woman and boy , closer now , walking toward the house . FLASHBACK - NEW YORK Anne and Matt wave to him across Madison Avenue . BACK TO SCENE -LRB- PRESENT -RRB- Gordy sees the Woman pull the boy close to her , lovingly . FLASHBACK - NEW YORK The BOMB EXPLODES , and Anne moves to protect Matt . CLOSE ON GORDY -LRB- PRESENT -RRB- He realizes the horror of what will happen . And . WIDER Gordy bursts from his hiding place .The Woman and Boy look over in alarm , see Gordy running toward them and yelling .INSERT - GRENADE The rubber bands are about to break . BACK TO SCENE The Woman sees Gordy . Screams toward the house -GUARDS see Gordy running . They OPEN FIRE . MEN pile out of the house . GUARDS STOP FIRING . Gordy 's too close to the Woman and Boy now . GORDY reaches the Woman and Boy now . Pulls them down . Covers them protectively with his body , when . NEW ANGLE KA - BOOM ! A gigantic EXPLOSION lights up the night and utterly destroys the house . DEBRIS rains down for what seems like forever . Dust fills the air . GORDY opens his eyes . Gets to his hands and knees . Sees the Woman and Boy are safe , when . A vicious kick in the ribs lifts Gordy off the ground , rolling him away from the Woman and child .The Wolf 's alive and unhurt . Angrily punts Gordy again .A boot in the face this time .A piece of paper has fallen from one of Gordy 's pockets and fluttered to the ground nearby . The woman picks it up , and we see . It 's the photo of Anne and Matt . The woman stares at the photo a moment , as . Gordy absorbs another blow . He tries to stand .Whack ! The Wolf slams the butt of an AK - 47 against Gordy 's skull . Gordy drops hard . The Wolf reverses the AK . Points it at Gordy 's head , about to pull the trigger , when . The Woman lays a hand on The Wolf 's arm .The Wolf does n't take his eyes off Gordy . The Woman squeezes his arm . Implores him -The Wolf glances over . Meets her eyes a moment . Sees the photo in her hand . Glances up into her eyes again . They hold the look . A whole conversation exchanged without words . Then The Wolf turns back to Gordy , lying in a pile on the ground . Beat . To Gordy -

Dark and dank . Excavated clay walls and floor . Heavy door . A bare overhead bulb provides some light . Gordy lies on a metal bed frame . One of his legs is chained to the bed . He 's in pain from being kicked - but the physical aches are nothing compared to the anguish he feels for having failed . The door 's unlocked and opens . Daylight streams in from above as The Wolf enters with two guerrilla bodyguards . He moves to the middle of the room . Looks at Gordy .Gordy just looks at him . The Wolf signals a bodyguard , who crosses to Gordy and frees his leg from the chain .The bodyguards are smiling . Gordy hesitates , then springs for The Wolf , and . The Wolf immediately fells him with a choppy - looking karate combination . The Wolf 's no Jet Li - his style 's a throwback , even ugly , but it 's well - practiced and brutally effective . Even still , Gordy springs back right away . and The Wolf drops him again .Gordy comes up swinging . Gordy 's a barroom fighter . If he can touch you , you 're in trouble . He never gets close . A vicious front kick folds him , and a fist drives him to the floor . The Wolf stands over him .The last kick really hurt Gordy . He 's slow rising .The Wolf wants to pique him , but this is pouring gasoline onto fire . Gordy explodes off the ground . The suddenness and fury of the rush catch The Wolf off guard . Gordy drives him backward . Slams him against a wall . Then hooks an arm around the back of The Wolf 's neck and drives the other fist like a piston into his abdomen . All his weight behind the punches . Trying to break ribs and crush them into The Wolf 's heart , when . A bodyguard slams the butt of an AK into Gordy 's kidneys . Gordy takes the blow standing . The guard delivers a second , much harder shot , and Gordy drops to his knees in agony . Beat . The Wolf recovers from the hammer - blows to his midsection . And then . He makes Gordy pay for the punches . Lands blow after blow on Gordy 's face . Beats the living shit out of him . and leaves him unconscious on the dirt floor . BLACK we hear a gentle CLACKING sound . It 's unidentifiable . GORDY 'S POV The black becomes a BLUR . The BLUR becomes a hazy glimpse of Selena . She 's sitting on the metal bed frame nursing Gordy 's wounds . The CLACKING sound CONTINUES - it 's made by SEA SHELLS that dangle from a bracelet on Selena 's wrist . The shells knock together as she washes Gordy 's wounds .

The men in jail with you in Mompos. They say you talked to a man from the C.I.A.

Claudio used to be a teacher. I was a medical aid worker. We met in Guatemala, in an Indian village called Guamaunco. We were married there. Sophia, our daughter was born there. Claudio was kind and loving, and we were happy. We were there four years when the civil war broke out. The guerrillas were all around us, but left us alone. Then they made an attack on the army nearby. The next night, soldiers came to our village. They were led by American ` advisors'. They accused us of helping the rebels. Our women were raped. Our men were tortured. Our homes were burned. We crawled out into the fields, but they threw grenades, and Sophia.

my baby girl was hit by shrapnel. she bled to death in Claudio's arms.

Claudio joined the guerrillas. When that war ended, we moved to the next war, and the next. Each fight has only deepened his hatred. And poisoned his soul.

Because I know he was a good man, who's been consumed by rage because of what he lost. Just like you.

The guard is the only one close. When we're past him, we can slip into the jungle. Mauro's waiting for us there.

I know where we are. There's a secret trail nearby that leads toward Mompos.

I do n't recognize anything. I saw only parts of the building. I'm sorry.

I think it's a public place. He said he wanted the people of America to feel the terror. ` Terror is all they understand.' He said it over and over.

I think I'd feel better if I could rest a little and see my son.

One woman, one boy - they mean nothing next to the thousands who've been slain.

Gordy 's still in a deep fog from the beating , barely there at all .Beat . The sea shells clack . Gordy loses consciousness again , and everything goes . BLACK The CLACKING sound CONTINUES . And . GORDY 'S POV This time , when Gordy opens his eyes , there 's no blurriness . It 's a new day . He 's better . Selena 's walking to him with a tray . The SHELL BRACELET CLACKS as she approaches .

Gordy slowly sits up . Beat .Gordy does n't have an answer . Beat . He tastes the meal .Selena watches him a moment , troubled by something .Selena watches him another moment . Decides he 's telling the truth . She reaches into a skirt pocket , then extends her hand toward Gordy . He looks up . She 's holding the photo of Anne and Matt . Beat . Gordy takes the photo . Looks at his wife and son . Selena sits next to him . Another beat . Then , off the photo .Selena hesitates , choking back her emotions .She looks into Gordy 's eyes . The look says she understands and shares Gordy 's pain because she 's suffered her own painful loss . She looks away again .Beat . Selena suddenly stands , uncomfortable , not wanting to discuss it . She goes to the door and knocks . OFF Gordy , as the door opens , and Selena exits . CLOSEUP - SATELLITE IMAGE A laser pointer indicates the photo .The laser indicates an area of the photo .FOLLOW the laser TO : SECOND IMAGE the same night shot with a bright spot in the town area .FOLLOW the laser TO : THIRD SATELLITE IMAGE a high - resolution , infrared enlargement .The laser indicates The Wolf .FOLLOW the laser TO : FOURTH SATELLITE IMAGE an infrared shot of people and vehicles near the burning house .FOLLOW the laser TO : FIFTH SATELLITE IMAGE an infrared night shot of parked vehicles , buildings , people , etc. .FOLLOW the laser TO : SEVENTH SATELLITE IMAGE a day shot of the jungle village . The laser indicates :PULL BACK to reveal :

It 's RAINING buckets . Most of the people inhabiting the village have been driven under roofs or indoors . Guerrillas drag Gordy roughly up out of the bunker into the tropical DOWNPOUR . They march him out into the open . Throw him to the ground . A man draws his pistol as Gordy gets to his hands and knees . The GUERRILLA puts the pistol to Gordy 's forehead .Beat . He extends a bar of soap with his other hand .The guerrillas laugh . Gordy throws the soap in the mud . Gets to his feet . Points his face up into the soothing rain . When he hears ARGUING and looks over to see . WOLF AND SELENA are inside a small house nearby , obviously fighting about something . Selena emphasizes her argument by slapping her hand . The Wolf storms off , and we hear a DOOR SLAM . Selena is left alone , disconsolate , framed in the window . She looks up and sees Gordy outside . Her eyes meet his . OFF their look .

It 's POURING here , too . In b.g. , assault preparations are underway in spite of the rain . Brandt checks his watch . Then lights another butt from the one he just smoked . Stares off into the distance , his thoughts intense and far away . Updegraf emerges , crosses .He hands a paper to Brandt . Cops a puff off Brandt 's cigarette while Brandt reads .Beat . Updegraf goes . Brandt crumples the fax and pitches it . Then sees he got fax ink on his hands . OFF Brandt , holding his mitts out in the rain , trying to wash off the stains .

Selena brings Gordy food . She 's extremely subdued . Leaves the tray and starts back to the door . Then stops . Turns back to Gordy .She holds Gordy 's eyes a moment . Her look is grim , haunted .She does n't answer .Beat . She just looks at him , weighing her chances .Beat .She moves to the door and knocks . The door opens . Selena 's gone . OFF Gordy , sagging .

Passengers are lined up to board a flight to Mexico City . FIND a man in line wearing a crisp business suit and tie . The clothes , a haircut and horn - rims have made The Wolf nearly unrecognizable .

Water drips from jungle leaves and the eaves of buildings . We see the bustling life of the place , the families , the women and children who live with and support the well - organized and high - tech guerrilla military . The village is simple but decidedly not primitive . These people have generators , a satellite dish and a school with a computer . At night , the school is a TV room . Right now on the tube Daffy 's getting his beak blown off . SOLDIER pets his child and kisses his wife as he goes off to guard duty . ELC OFFICER talks on satellite phone inside camp headquarters . MAURO sits next to Selena on the porch of a house . He plays with the shells of her bracelet as she stares off into the night .

The Blackhawks , black and menacing , sit on an illuminated tarmac as : Heavily armed troops in black uniforms and assault vests load up . Door gunners check mini - guns . Ground crews yank arming ribbons on rocket pods . A co - pilot in a specially rigged helmet tests his forward mini - gun : wherever he looks , the gun points . Pilots finish checklists , and . Chopper ENGINES start WHINING . ROTORS begin to TURN . The noise mounts to an incredible ROAR . ANGLE - L.O.H. . The small helicopter 's rotors are also turning . Brandt stands at the chopper door with Updegraf . Slams the magazine on a Glock .45 , making sure it 's in solid , then slides the pistol into his shoulder holster . He checks his watch . Loud , to Updegraf -He takes a last drag on his cigarette , passes the butt to Updegraf to finish and gets in the rear of the L.O.H. as Updegraf scoots clear . L.O.H. THROTTLES UP and SCREAMS away . BLACKHAWKS one by one in quick succession , lift off the deck and follow the L.O.H. into the night sky .

Gordy 's on the bed . The guard lets Selena in . She crosses toward the food tray near Gordy . but she 's not there for the tray . Moves past it to Gordy 's leg and , to Gordy 's surprise , begins unlocking the shackle .When Gordy 's free -She hands Gordy a length of pipe secreted in her dress .

The Blackhawks and L.O.H. fly map - of - the - earth , a few feet over triple - canopy rain forest .

Brandt 's in the rear seat wearing a headset . The L.O.H. PILOT , wearing night - vision goggles , checks his GPS , speaks to Brandt via headset -

Selena whispers to Gordy at the door .Gordy moves to the right side of the door . Selena knocks . The door swings inward to the left . Selena exits with the tray . The guard reaches to close the door , and Gordy brings the pipe down hard on his head , knocking him out . Gordy retrieves the guard 's AK - 47 .

Gordy and Selena ascend the bunker steps . They stop at the top and peer into the village . An armed guerrilla approaches , unaware of their presence . Gordy fumbles with the AK - 47 , looking for the safety switch on the strange weapon . Selena reaches over and expertly flicks it off . When . They hear the sound of the CHOPPERS . The guerrilla approaching them stops and looks up . And . ANOTHER ANGLE WHOOM ! The first wave of BLACKHAWKS FLASHES OVER the village . Selena and Gordy barely have time to duck as ROCKETS EXPLODE into ground targets , and front and door MINI - GUNS SPIT BULLET - STREAMS that RIP THROUGH people and STRUCTURES . And then the first wave 's past . GUERRILLAS In the momentary lull after the first wave , guerrillas run to pre - arranged fighting positions . Women and children are screaming . SELENA pulls Gordy from the steps . They start to run . But not far . Just seconds after the first wave of Blackhawks has left , the second wave hits . BLACKHAWK CO - PILOT 'S POV -LRB- NIGHT - VISION -RRB- The village and all its details are visible as different shades of green . We see rockets streak toward parked guerrilla vehicles . We see rockets trail fire toward the TV in the school , which is then obliterated in a FIERY EXPLOSION . Wherever the co - pilot looks , the forward MINI - GUN aims its hellish RAIN OF BULLETS . We TRACK WITH a running guerrilla and see him chopped down , then SWIVEL TO a gun pit and watch the men there eat lead . GORDY He sees the burning school . Watches the continuing slaughter caused by the ROCKETS and MINI - GUNS .

Circling over the action . Brandt listens to RADIO CHATTER from the Blackhawks . The village is being decimated . Brandt 's dream come true . GUERRILLA He LAUNCHES a shoulder - fired SURFACE - TO - AIR - MISSILE -LRB- SAM -RRB- at the L.O.H. , just before a MINI - GUN GETS him .

Two thermite parachute FLARES SHOOT from rocket tubes and IGNITE . Immediately after , the L.O.H. banks . And . The SAM ZIPS past the hot , bright flares .

The second wave 's gone . Gordy and Selena start to run again . Buildings burn . The SCREAMING 's endless . Gordy almost trips over the burned body of a child . And now . THIRD WAVE BLASTS in over the treetops . These are the Blackhawks carrying the assault troops . They use a `` skid 'n' git '' maneuver to insert the men , coming in hot , MINI - GUNS BLAZING , barely touching down as the soldiers spill out , then tipping forward to gain speed and quick peeling out in a hard right turn . Gordy and Selena hit the dirt again as the choppers come in and land the troops , and the ground BATTLE ERUPTS . The assault team 's GROUND COMMANDER , an American Army Captain , radios his men via comm - link -GORDY AND SELENA There 's a break in the fighting nearest them . They jump up and start running for the trees edging the compound . SOLDIER ON GROUND 'S POV -LRB- NIGHT - VISION -RRB- Gordy and Selena sprout from the ground and run . The SOLDIER OPENS FIRE . BACK TO GORDY AND SELENA BULLETS TWITCH the smoke around them . A SLUG PLUCKS the AK from Gordy 's hand . They 're almost to the trees . SOLDIER ON GROUND 'S POV -LRB- NIGHT - VISION -RRB- Gordy and Selena are in his sights . They 'll never make the trees . When . The Soldier 's head WHIPS AROUND TO FACE a guerrilla FIRING at him . He KILLS the guerrilla . Then looks back at Gordy and Selena , and . They 're gone . Into his comm - link -

No sign of The Wolf. Two people, possibly a third, got away. They're in the river.

Sounds of GUNFIRE . EXPLOSIONS in the compound flicker light through the dense foliage . Selena leads Gordy to a bush and pulls back leaves , revealing Mauro , cowering fearfully , clutching an old leather doll to his chest . Selena takes Mauro 's hand , grabs a small pack lying next to him , then leads Gordy off through the jungle . SOLDIER 'S POV -LRB- NIGHT - VISION -RRB- He SEARCHES the jungle . Up ahead , Selena , Mauro and Gordy are visible for a split second when they run through a gap between in the foliage . The Soldier moves after them .

Selena , Mauro and Gordy reach the fast - flowing water .Gordy spies two empty fuel cans nearby . He gets the cans , throws them in . Then picks up Mauro .Selena jumps in . Gordy and Mauro follow . They swim for the fuel cans . Gordy , with Mauro clinging to his neck and still clutching the doll , gets an arm over one can . Selena just manages to grab the other . SOLDIER 'S POV -LRB- NIGHT - VISION -RRB- He REACHES the river . Sees Gordy , Mauro and Selena bobbing downstream hanging onto the cans . OPENS FIRE .

BULLETS WHIP the water around Gordy , Mauro and Selena . They hide behind the cans . BULLETS PING OFF the METAL . They 're swept through some rocks , blocking them from the Soldier , who FIRES anyway . BULLETS CHIP the STONE . There 's one more clear shot after the rocks . They 're almost around a bend . The Soldier aims . BANGS ! And . Selena 's hit . Gasps . Gordy looks over , calls .Selena endures the pain . Hides it behind iron eyes .

The village is a silent , smoking ruin . Everyone who lived there is dead . Troops check the faces of the bodies of the men against the freeze - frame of The Wolf outside the Colombian consulate in New York . The L.O.H. lands . Brandt 's met by the Ground Commander .Brandt moves back to the L.O.H. , gets in . A moment later , the chopper 's up and away .

Gordy , Mauro and Selena are still floating , hanging onto the cans , when they hear the sound of a HELICOPTER . Gordy looks , sees the L.O.H. flying downstream ten feet off the river .He takes a big breath and holds it . Mauro understands and does the same . They go under . So does Selena .

The Pilot scans the river with his night - vision goggles . Brandt studies the night - vision monitor in front of him . There 's nothing but river . They zoom by the two fuel cans , but see nothing .

The chopper rounds a bend in the river . And there are the two armed guerrilla `` customs '' boats . The boats open up , and the L.O.H. Pilot banks away .

The L.O.H. sweeps back in on the customs boats . ROCKETS LAUNCH from the pods . One customs BOAT goes up in a massive EXPLOSION . The other boat scoots .

The Pilot sees the second boat go .He sweeps in again . Triggers more missiles . We watch the second customs boat go the way of the first . Brandt only cares about the primary target .As the chopper banks .

Gordy hears the L.O.H. again . The three of them duck again , and . WHOOM ! The CHOPPER ZIPS by just overhead . And continues on . A moment later , Gordy , Mauro and Selena re - surface . OFF them , as the copper recedes upriver .

Gordy and Selena float side - by - side , still holding onto the cans . Mauro 's asleep on Gordy 's back , his arms around Gordy 's neck . Weakened by her wound , Selena keeps bobbing below the surface . Gordy pulls her up .Suddenly , in the growing light , Gordy sees Selena 's blood in the water and realizes she 's wounded .GORDY kicks them all to shore . He climbs out of the river carrying Mauro . As Gordy ascends the bank , Mauro wakes up , terrified . Gordy tries to soothe him .But Mauro squirms free , and immediately , Mauro runs back to his mother . Selena uses sign language to tell him everything 's okay . OFF Gordy 's surprised look -Gordy just looks at them a moment . Then moves to Selena . Re : Mauro , as Gordy examines her arm -Beat . Gordy finishes checking the bullet wound .He uses part of his shirt to make a pressure bandage . As he ties it around Selena 's arm , she looks around .Gordy admires this woman 's bravery . Selena stands . Mauro 's clutching her skirt . Gordy looks at him .Selena looks at Gordy a moment . She signs `` hello '' for him , her seashells clacking as she does it . Gordy taps Mauro to get his attention . Tries out the sign for `` hello . '' The boy just looks at him . then reaches out and takes Gordy 's hand , shows him the correct way to do it . Gordy tries again . Mauro nods `` yes '' and smiles . Gordy smiles back .

Selena , Mauro and Gordy follow the secret trail , which ends below a large waterfall . Gordy wonders what they do now , when Selena keeps walking , suddenly disappears behind the ROARING CASCADE . Beat . Gordy follows . BEHIND WATERFALL The trail continues , curtained by the falls . Gordy joins Selena and Mauro . Mauro 's excited by the experience of being inside the waterfall . Gordy holds him , lets him touch the sheet of water flowing past . They walk to the other side of the waterfall . Gordy follows Selena and Mauro through .

Gordy emerges from the waterfall , and . He 's surrounded by Colombian soldiers with guns . More soldiers point guns at Selena and Mauro . Gordy raises his arms .

A Blackhawk lands in the clearing . The Colombian soldiers escort Gordy , Selena and Mauro to the chopper . The chopper door opens . Brandt 's inside .

Everyone 's aboard and buckled in . Everyone 's tired . The chopper lifts off . Selena 's glaring at Brandt , who pushes a headset at her , shouts over the ENGINE WHINE -Gordy 's her protector , intervenes . Grabs Brandt 's arm .Beat . Gordy hates going along with Brandt , but has no choice , nods to Selena . She takes the headset . As she puts it on , Brandt sees her pack . Takes it and opens it . He inspects it , then hands it back . Gordy glares at him . Brandt meets his eyes . A long beat . Then -Brandt does n't reply . Just holds the look a moment longer . Then looks out the window and ignores Gordy .

The daily tide of humanity flows through the railway terminal . We see people in business suits , tourists , families , a group of kids on a field trip . And standing in the middle of it all , we FIND . CLAUDIO Now in casual clothes . He 's looking over the beautiful and busy station . Contemplating the devastation and death that a bomb planted here would wreak .

A Lear stops by a convoy of black government Suburbans parked on the tarmac . FBI agents Joe Phipps and Reggie Dray are among those waiting by the cars . The Lear 's door pops , and Gordy , carrying a sleeping Mauro , emerges with Selena . Brandt and a medic follow .

Driving . Mauro , still sleeping , is buckled up in the far back seat between Gordy and Selena . Phipps , Dray and Brandt crowd the second row . Phipps extends photos to Selena .Selena leafs through the photos of various Washington monuments , government buildings , etc. . She reaches the last photo .Phipps wants to keep her positive and willing .Selena looks over at her son sleeping in Gordy 's arms . She lovingly brushes the hair off his forehead , rattling her seashells . The leather doll is about to fall from Mauro 's fingers . Selena takes the doll and puts it into her bag . Then looks out at the passing scenery . OFF Selena , in the land of her husband 's enemy -

The convoy slows outside the Latin American Institute . An attached garage opens .

As the Suburban turns into the garage -OFF which , as they 're swallowed up by the dark garage -

Brandt , Phipps , Dray , Selena and Gordy - along with the rest of the entourage - walk through the interagency nerve center . Gordy carries Mauro , still asleep . They stop at the door to a large conference room . Selena 's ushered in . Gordy starts to follow . Phipps stops him .Gordy exchanges a look with Selena . Beat . She nods her reluctant approval . Gordy hands the boy to an agent .

Claudio opens the door of a cheap rental garage in an old commercial strip . He steps inside . There 's a rental van and a big Ducati motorbike against a wall . Claudio straps a black bag onto the bike , then rolls it out and shuts the garage . Pulls on helmet and STARTS the BIKE . As Claudio speeds into traffic -

Selena is seated at a table covered with photographs , Washington , D.C. coffee table books , guide books , etc. . Brandt , Phipps , et al stand around her . Phipps flips through the pages of a large coffee table book for Selena to see .That book 's done .He grabs another . Opens it to the first photo .

A small conference room devoted to everything having to do with the interagency interest in The Wolf . Photos of evidence , time lines , charts , etc. cover the walls . Gordy 's tired , being debriefed by two FBI AGENTS .

Number eleven, small seashell with a hole in it. That was found in the getaway car used in the bombing in New York.

Security tightens all over the city . Among the images we see : A forklift places huge planters - really decorative barricades - to re - route traffic near vital buildings . UNDERCOVER PEOPLE with earpieces patrol public structures . Some lead dogs that sniff for explosives .

Phipps flips to the last photo in the book .He reaches for another book . As he does , he topples a stack . Selena 's eyes fix on one book cover .Phipps hands it to her . It 's a guidebook to Washington . Selena flips through it . Stops at a photo . CLOSE ON PHOTO It 's of the redesigned lobby of Union Station . BACK TO SCENE Selena glances up .Dray gets on the horn . Beat . To Brandt and Phipps -

A man sits on a bench . He 's wearing sunglasses and a baseball cap . He puts a shoulder bag on the bench , takes something out , then gets up and walks away , when . Suddenly , two tourists and a hot dog vendor are right on him . One of 'em jams a concealed gun jammed into his ribs , while the other two hustle him forcefully to a van . He 's shoved inside . His bag 's tossed in . The van drives away .

Agents press the man hard to the floorboards . His bag 's tossed . It 's empty . The guy 's clean . It 's not Claudio . OFF the agents , holding an innocent man .

Selena watches as Phipps plays a surveillance video of Union Station . Phipps suddenly freezes the image . Zooms in on a man in the middle of the crowd . Claudio .Beat . Selena 's overwhelmed by the experience of seeing her husband on the tape , by her betrayal of him . She grows queasy . Leans on the table for support .Brandt opens a door to a bathroom .Selena grabs her pack and rushes in . When the door 's closed , Phipps turns to Dray , indicates monitor .Dray goes . There 's a long beat . Brandt looks at the freeze frame .Beat . The bathroom TOILET FLUSHES . Selena emerges .Phipps nods to Brandt , who turns to two of his agents , one a female .

Gordy 's on his feet , looking at The Wolf evidence , etc. , on the walls . He ca n't keep his eyes off it . It 's reminiscent of what he constructed on his wall at home . The second Agent 's not in the room .Gordy 's eyes go to numbered evidence photo . It 's a picture of a seashell . He points to it .The Agent refers to an index sheet as the Second Agent returns . He 's holding a document . To Gordy -Gordy does n't understand . Why would she have lied ? The first Agent finds what he 's looking for in the index .OFF Gordy 's face . FLASHBACK - SELENA 'S SEASHELL BRACELET There 's a gap where one of the shells is missing . BACK TO SCENE -LRB- PRESENT -RRB-

According to tests on the blood we drew on the plane, Selena's Rhesus F - six. She's genetically barren. She could n't possibly have had kids.

Gordy blasts through the building . As he runs . FLASHBACK - ELC JUNGLE VILLAGE Selena expertly flicks the safety off on the AK - 47 . FLASHBACK - FBI INCIDENT CENTER Phipps addresses Gordy .CONTINUE FLASHBACKFLASHBACK - ELC JUNGLE VILLAGE Selena and Claudio argue inside the house . Selena slaps the back of one hand into the palm of the other . FLASHBACK - THE WOLF 'S VIDEO TAPE The Wolf does the same hand slap .

Selena emerges with the two CIA agents . ANGLE - DOWN BLOCK Claudio sits on his parked motorcycle . He sees Selena emerge . Drops his helmet visor and STARTS the BIKE .

Gordy bursts in , sees Selena 's not there .Gordy runs out . Phipps and others follow . OFF Brandt .

Brandt bursts in . He searches . Finds Mauro 's leather doll behind the toilet . The head 's detached . Brandt looks inside , and . We see a block of reddish Semtex plastic explosive and a chemical fuse .

Selena and the agents cross the street toward the safe house . Claudio GUNS the BIKE toward them . Selena hears the BIKE . Sees Claudio coming . Uses the front edge of her hand to strike the female agent hard in the throat . The agent falls to her knees trying to suck air through a crushed windpipe . Selena whip - kicks the other agent to the ground . Claudio brakes hard next to Selena , who takes the female agent 's pistol and spare magazines as . GORDY bursts outside , followed by Phipps et al. . Claudio OPENS FIRE with a MACHINE PISTOL , hitting two agents and scattering Gordy , Phipps and the rest . Selena SHOOTS the two escort people dead , then BLASTS away at the other people pouring out of the institute as she straddles the Ducati behind Claudio , and the powerful BIKE SCREAMS off down the street . Gordy jumps to his feet and runs after them .

BOOM ! A MASSIVE EXPLOSION spits flame out of the windows of the building 's top floor . PEOPLE dive for cover . Debris showers the street . GORDY keeps moving . STREET IN FRONT OF INSTITUTE runs one way in the direction the Ducati 's headed . Far down the block , the bike turns right onto another one - way street . GORDY spots an alley on his right and turns into it .

Gordy 's now moving parallel to Claudio and Selena , sprinting hard toward another one - way street , which crosses the alley ahead . He does n't know if he 'll intercept the bike , but it 's his only shot .

Claudio GUNS the BIKE down the second street , parallel to Gordy 's alley . He and Selena reach an intersection with the one - way street . A right turn will complete the `` U '' and take them back toward Gordy . Straight ahead , the street they 're on is one - way in the opposite direction . Claudio hangs right and cranks on the speed .

Gordy 's almost to the next street . He can hear the WHINE of the DUCATI growing closer . When . A truck stops ahead of him and blocks the alley . Gordy veers into a walkway between buildings .

A parked car suddenly pulls out in front of the speeding Ducati . Claudio ca n't swerve around it . SLAMS ON the BRAKES . The car 's driver , frightened and flustered by the near collision , is slow moving out of the way .

Gordy bursts through a gate . Sees back steps leading to the open door of a second - story over a garage and charges the steps .

The driver of the car finally backs up . Claudio aims the DUCATI through a narrow gap and ZOOMS on .

Gordy blows into the second story of the garage , a converted old - time carriage barn . He 's in the old hayloft . On the opposite side of the loft , a double door built for loading in hay is open above the street . Gordy sprints for the opening , and .

The Ducati tears around traffic , when . Gordy leaps out of the hayloft , launches himself off a parked car as the DUCATI SCREAMS past , and . He just manages to grab Selena and yank her off the bike . Selena 's arms are wrapped around Claudio - when Gordy rips her out of the saddle , Claudio goes , too . The three of them tumble to the ground as the speeding Ducati spins , flips and disintegrates . CLAUDIO in leathers and a helmet . He takes the fall better than Selena . Gets to his feet . Looks for the guns they dropped . Before Claudio can get to a gun , Gordy 's on him . They grapple . Gordy pounds Claudio hard . Once . Twice . When . SELENA side - kicks Gordy . He sags . She front - kicks a heel into his spine and between his shoulder blades . Gordy lets go of Claudio and drops . Selena 's relentless , kicks Gordy repeatedly as . CLAUDIO gets the pistol . Turns . Aims the gun two - handed at Gordy 's head , and BANG ! DRAY SHOOTS Claudio dead from the mouth of the alleyway down the block . The first SHOT CRACKS the back of Claudio 's helmet . The second SHOT punches through and exits his visor in a bright red mist of blood . SELENA bolts . GORDY goes after her . DRAY EMPTIES a CLIP at Selena , but he does n't have a clear shot and misses . SELENA sees a walkway between houses and turns in . SAME SCENE - BEAT LATER Gordy turns in behind her .

Selena has ten yards on Gordy , but he 's closing . She knows she ca n't outrun him in a straight line . Jukes through a gate into .

A shovel lies in the grass . Selena scoops it up and in one motion , spins back toward the gate , launches it blade - first with all her strength , timing it perfectly , as Gordy runs through the gate , and . GORDY just barely evades the sharp shovel edge headed for his face . It does n't hurt him , but it stops him , and Selena breaks toward an open door of the house .

Selena blasts into the bottom floor , runs through a playroom . Gordy 's right behind her . SELENA mounts a stairwell . A girl 's descending . Selena grabs a pigtail and flings her down the stairs , and . GORDY gets there just in time to keep the screaming girl from falling all the way to the bottom . He sits the uninjured girl down and continues on . SELENA runs toward the living room , which is undergoing a renovation . Without stopping , she tears through the plastic covering the doorway to seal in dust from the rest of the house . She topples what she can into Gordy 's way . Throws nails down behind her . Grabs a circular saw and hurls it back at Gordy , just missing him and shattering a large wall mirror . Selena 's a soldier , taught to pick up and use whatever weapons she finds as she moves through a battlefield - this battlefield gives her a crowbar , which she keeps as she runs out through plastic covering the other doorway . ARCHWAY leads into the dining room . Selena runs in . Gordy 's right on her heels . Selena pulls down dining room chairs in front of Gordy . He vaults one but trips over the second and falls . SELENA blows through a swinging door into the kitchen , slamming into a Hispanic maid , who 's coming to investigate all the noise . Both women tumble . Selena gets right back on her feet . She breaks out a window with the crowbar and exits onto a fire escape as Gordy blasts in from the dining room .

The window Selena slipped through easily is small for Gordy . He gets hung up on the glass , losing precious seconds . Selena 's already halfway up when Gordy hits the fire escape steps . The fire escape ends at a top floor window . Selena BREAKS out the GLASS with the crowbar and goes in .

Selena 's in a teenager 's bedroom . The teenager 's got headphones on , oblivious to everything . Selena darts through a bathroom into a second bedroom . GORDY enters the first bedroom behind her . WOMAN IN GARDENING CLOTHES and holding a digging tool stands on a stairwell landing , alarmed and confused by the chaos she hears in her house . She had started down the stairs but now has turned back at the sound of the WINDOW BREAKING on the top floor . Calls .SELENA runs into the hallway at the top of the stairs , above the woman .SELENA sees an open rooftop door at the top of a flight of stairs and charges upward without answering . GORDY 'S in the hallway a second later . Meets the Woman In Gardening Clothes , who 's now come up the stairs . She screams . Swipes at him with the digging tool , making three deep scratches in his face . Gordy does n't stop .

This is where the woman was gardening , tending a rooftop flower bed . Selena emerges , crushes plants as she runs to the next town house roof . Gordy hits the roof behind her . SELENA As Selena runs from rooftop to rooftop along the row of town houses , we see her warrior determination and discipline . She 's thinking ahead and she never hesitates . Her big problem is she 's being pursued by an equally well - trained and determined firefighter . And he 's not far back . One tumble , and he 'll catch her . Selena strains harder . SELENA vaults a gap . Moments later , Gordy vaults it . SELENA finally runs out of roof . She looks down . A fire escape ladder leads down to an interior , ground - level courtyard of a small foreign embassy . Still holding the crowbar , Selena takes the ladder down . MOMENTS LATER Gordy reaches the ladder . Selena 's ahead of him by a floor , hurrying down two rungs at a time . Gordy does n't fuck with the rungs . Just swings over the edge of the roof , grabs the side - rails lightly with his hands , squeezes the rails with the insides of his boots and lets gravity take over .

The fire escape leads down to a second - story balcony running around the inside wall of the courtyard . Twin staircases lead from the balcony to ground level , where , across the slate - paved car court , a wrought - iron gate opens onto the street . Gordy hits the balcony a half - second after Selena . He grabs her . Selena swings the crowbar to break his arm . Gordy has to let go . Selena heads for the stairs leading to the ground . GORDY 'S got one chance to intercept Selena . The balcony 's too high for him to jump , but the courtyard 's ringed with trees - they 're not close , but they 're not far , either . Not for a man craving revenge for the deaths of his wife and son , a man who also slides down fire poles for a living . Gordy runs down the balcony . Gains speed . Jumps . Launches off the balcony railing . And hurtles himself at the trunk of a medium - sized tree . He hits the trunk . Hangs on . And slides to the ground . And now . ANOTHER ANGLE He 's between Selena and the only way out . And there 's no way she 's getting past him . But that 's not what Selena 's thinking . She attacks with the crowbar , and Gordy can only retreat in the face of the vicious onslaught . He finds a nearby garbage can . It 's full , heavy , but he manages to lift it , spilling garbage as he uses the can to block the blows from the crowbar . The CROWBAR THWOCKS into the can over and over , the sound ECHOING LOUDLY in the small courtyard . Selena swings again , and Gordy moves to block the hit . It 's a feint . She swings under the can and hits a leg . It hurts like hell , he stumbles , but he stays on his feet , still holding the can . Selena goes for his head . Gordy raises the can . Thwock ! Thwock ! The can 's all dents . There 's garbage everywhere . She feints high and then swings low again , a wicked blow to the knee . Gordy stumbles badly this time . Selena breaks for the gate . Gordy sees her and , with all his might slings the can across the slate pavers , and . The can takes Selena 's legs out from under her . She falls hard . Gets back to her feet quickly and starts to run , when . Gordy hits her like a linebacker . Slams Selena against a brick wall . Gets behind her and slips a mighty arm around her thin neck . Selena squirms hard , kicks backward , going for the balls , kneecaps , insteps , doing whatever she can to hurt Gordy and get free . But she 's not in a position to do a lot of damage - and she 'd have to kill him before he 'd let go . Gordy 's got his arm locked in a police chokehold around Selena 's neck . Uses his weight to force the smaller woman down onto her knees . Presses her harder , till she 's sitting back on her legs . Selena ca n't drop out of the hold , and her legs are immobilized . All she can do is scratch . But Gordy 's oblivious . They 're alone in the courtyard . Body to body . Head to head . He 's pumped with fury and hatred . He tightens the chokehold . Hisses in her ear -Gordy hears it . It only drives him to a deeper fury .Gordy 's blind with rage . Chokes her neck hard . Summoning all the power in him , first to shut off her air and blood , and then to continue squeezing , relishing her every dying moment , until he 's snuffed out the life of the person who took Anne and Matt from him . And . He ca n't . it 's all he 's wanted since he saw Anne and Matt die , but now he ca n't do it . He 's a firefighter . He saves lives . If he kills Selena , Gordy crosses into her world , into Brandt 's world , into the brutal nightmare destroying Colombia and all the places like it , and becomes part of that sadness and death . And . Gordy relaxes the chokehold enough so she can breathe . Selena gasps for air . The impulse to murder has left Gordy . There 's a new resolve .Beat . Selena pants .NEW ANGLE Under which an EMBASSY SECURITY GUARD emerges from the building . He sees Gordy and Selena - a large man holding a smaller woman in a chokehold . Draws his gun .Gordy looks up at the nervous guard pointing his gun . Selena screams .He 's going to shoot . Gordy has no choice . As he lets Selena go and stands -ANOTHER ANGLE It 's too late . Selena stomps a heel into the Guard 's knee , crushing it , then twists the gun from his hands . She points it at him and pulls the trigger , and . In his agitation , the guard never took the safety off . Selena glances quickly at the gun to find the safety . ANOTHER ANGLE In the same moment , Gordy grabs the crowbar from the ground . SELENA flicks off the safety and points the gun again . GORDY hurls the crowbar with all his might , and . NEW ANGLE The GUN FIRES , just as the crowbar hits Selena , spoiling her aim . The bullet creases the guard 's arm . Selena recovers . And the next BULLET . ANOTHER ANGLE Is n't hers . It 's from Phipps ' GUN . It takes Selena in the middle of the back and explodes her heart on its way through her body . She 's dead on her feet . Her body crumples to the ground and empties its blood in a large pool that quickly spreads over the slate . OTHER AGENTS move in to help the guard as Phipps holsters his pistol . He walks to Gordy . The two men share a long , silent look . It 's over . Gordy looks again at Selena 's body in its pool of blood . Then turns and goes . BRANDT 'S entering the courtyard as Gordy walks out . Brandt 's seen Selena . He 's smiling .Gordy hits him . One of the jackhammer blows he slammed into Claudio in the bunker . A hard fist deep in the gut that drives all the wind from Brandt and drops him to his knees . Beat . Gordy 's voice is cold and hard -And Gordy goes .

Gordy cranks away on the repaired ice cream maker . He 's wearing civvies . He stops cranking , spoons out a huge dollop into a bowl .

Gordy hands the bowl to Mauro , who 's playing in the front seat of the pumper . Mauro tastes it . Thumbs up . Gordy smiles . Mike and the other men on Gordy 's old shift are watching . To Gordy -Gordy turns to them . Looks into the faces of these men , the people closest to him in the world . Beat . Then -Gordy 's still in pain , still missing the wife and son he 'll never see again . But Gordy 's gon na be alright . Mauro 's gon na be with him . There 'll be fires to put out and lives to save and basketball games and the multitude of miseries and joys the firefighters in Spanish Harlem see each and every day . As we PULL BACK , OUT and AWAY from the old brick edifice from which the big red truck will come , bringing help . FADE OUT . THE END

FADE IN :The EARTH as seen from space , perfect and seemingly serene .The distant SOUND OF TRIBAL DRUMS as we DESCEND planet- ward . CIRCLING the globe , CLOSER as the DRUMS BUILD .LOUDER DRUMS SOARING OVER oceans and continents . CLOSER .Finally , we arrive in PARIS , FRANCE .

But the closer you get, the more you see the great darkness simmering within.

What one does faced with the truth, is more difficult than you think.

I learned this the hard way. A long, long time ago. And now I will never be the same.

Excuse me, Mother. But after everything the man said... this must be Ares.

Forgive me, Senator Acantha, but... the man called it a war without end. Millions of people already dead. Like nothing he's ever seen. Only Ares could do such a thing. We can not simply let him go.

But Ares is behind that corruption. It is Ares who has these Germans fighting. And stopping the God of War is our foreordinance --

Themyscira has seen death for the first time, Mother. Ares must not be allowed to threaten us again. We know only too well what happens if he finds us -- and he will. Never again shall we be enslaved. And now mankind must be freed. As Amazons this is our duty!

We speak hundreds of languages. We are the bridge to a greater understanding between all men.

I'm sorry... It's not up to me. I tried. I even asked them to send me with you --

It is our sacred duty to defend the world... and I wish to go. But my mother will not allow it.

Thank you. Now I will show you the way off the island. And you will take me to Ares.

I ca n't stand by while innocent lives are lost. If no one else will defend the world from Ares, I must. I have to go --

I understand enough. That I'm willing to fight for those who can not fight for themselves. Like you once did...

Where the fighting is the most intense then. If you take me there, I am sure I will find who I'm looking for.

The God of War is our responsibility. Only an Amazon can defeat him. With this.

You're looking at the person who can. And after I find and destroy Ares, the German armies will be freed from his influence -- and they will be good men again.

The world of men? I know all there is to know about them -- from the great books.

Of course. I've read all twelve volumes of Clio's Treatises on Bodily Pleasure.

You would not enjoy them. They came to the conclusion that men are essential for procreation, but when it comes to pleasure... unnecessary.

I let you go, you take me to Ares. We made a deal, Steve Trevor. A deal is a promise. A promise is unbreakable.

Why is everyone staring? Is it because I can barely breathe in this?

I am sorry. You are clearly under his control. Let me help you get free. Tell me where he is... Where will I find Ares?

I am not with you. You would knowingly sacrifice all those lives? Do they mean less than yours? Where I come from Generals do n't hide in their offices like cowards. They fight alongside their soldiers. They die with them on the battlefield.

And YOU! Was your duty to simply give them a book? You did n't stand your ground! You did n't fight!

This is Ares and he is n't going to allow a negotiation or a surrender. The millions of people you talked about? They will die. My people? They're next!

The gas, Ludendorff, Maru... You realize they are all symptoms. Ares is the disease. And once I find him, none of this will matter.

But these people are dying, they've nothing to eat. And in the village... Enslaved, she said. Women. Children.

For all his talk of murdering people from afar, your shooter ca n't shoot.

You should n't be worried about upsetting the peace accord. Ares would never let that happen...

Of course... It makes complete sense. Ares developed a weapon, the worst ever devised.

Maybe... once I defeat Ares and war ends forever... there will be time to learn about... all kinds of things.

You agree to do things all the time then do n't do them. Let me go --

You stopped me from killing Ares when I had the chance. You murderer! You killed these people!

But I see the truth now. It is n't just the Germans that Ares has corrupted. It's you, too. It's all of you.

You know why I'm here. I am Diana of Themyscira, daughter of Hippolyta.

I, daughter of Hippolyta, came here to complete the mission of the Amazons by taking your life, and ridding mankind and my people of you -- forever!

I killed him. I killed Ares but nothing stopped. You kill the God of War, you stop the war.

No! Steve. All of this should have stopped. The fighting. It should have stopped. So why are they doing this?!

But Ares is dead. They do n't have to do this anymore. So why would they?!

No... It ca n't be... Everything I saw? They were killing each other. Killing people they ca n't even see... Killing children. Like it was nothing... It had to be him!! It ca n't be them!

My mother was right. She said' the world of men do n't deserve you.'

I am Diana of Themyscira, daughter of Hippolyta... and I am here to complete her mission --

What are you saying? Steve, whatever it is, I can do it. Let me do it --

But now I've touched the darkness that lives in between the light. Seen the terrible things men do to each other in the name of hatred... and the lengths they'll go to for love. ( beat ) And now I know that only love can truly save the world. ( beat ) So I stay and I fight and I give for the love I know can be. This is my mission now. Forever.

The LOUVRE MUSEUM -- with its 16th-Century architecture and its I.M . Pei glass-and-metal PYRAMIDS -- a place where the past and the future meet . DIANA PRINCE ( 30 ) , antiquities expert , strides towards the Louvre , passing ARMED MILITARY at guard and alert .A TRUCK pulls up , blocking our VIEW . ARMED SECURITY OFFICERS exit , unloading a CRATE from WAYNE ENTERPRISES addressed to DIANA PRINCE : CURATOR .

Diana walks down a HALLWAY with Assyrian bas-relief sculptures showing the good , and the bad , of humanity throughout history . She takes this in .

The CRATE is delivered to Diana -- a wall-mounted COLLECTION OF ANCIENT WEAPONRY and GREEK ANTIQUITIES behind her . She eyes the WAYNE ENTERPRISES LOGO warily . Now alone at her desk , Diana opens the crate and looks inside , stunned . REVEAL THE ORIGINAL DAGUERREOTYPE of Diana from BvS -- She 's in her WONDER WOMAN ARMOR , surrounded by a band of SOLDIERS -- her friends -- from long ago .She holds up the unsigned note accompanying the photo : `` I found the original . Maybe one day you 'll tell me your story . '' She contemplates the faces of her friends long dead . Her eyes focus in on a man we 'll soon know as STEVE TREVOR . She lingers on him , and then drifts to herself . Surrounded by HISTORY , Diana is overwhelmed by the memory of how this photo -- and Wonder Woman -- came to be --CUT TO :

THE PAST . Flashes of AMAZONS as they train for COMBAT on VARIOUS PLATEAUS extending from the edge of the CLIFFS of Themyscira . The Amazons train with WEAPONS , CLASHING and TESTING one another to their limits . DOZENS of ARMORED FEMALE WARRIORS -- AMAZONS -- engage in a dazzling array of training exercises . Every Amazon is an ageless beauty , between 30 and 50 . They spar with BO STAVES , KNIVES , SWORDS . Practice ARCHERY , SPEAR THROWING , and LASSO from HORSEBACK . It 's breathtaking -- -- and YOUNG DIANA ( 8 ) , Princess of Themyscira , watches it all from the edge of the field . Her eyes blaze with admiration . ANTIOPE , the demanding GENERAL , oversees the Amazons . She wears a distinctive HELMET . At her side , the Amazon PHILIPPUS ( African , regal ) . Diana fixates on one Amazon in particular , FIERCE and POWERFUL -- ARTEMIS . She sends her opponent to the GROUND , then SPINS to face another !Diana REHEARSES Artemis ' moves , her young face set in a fierce scowl . She stabs at imaginary enemies , then looks up to find -- Antiope STARING AT HER from across the grounds . She 's caught ! But instead of hiding -- she looks back to Antiope : I 'm ready to fight ! LET ME TRY ! Antiope shakes her head but smiles -- Diana smiles back .Diana freezes , then BOLTS , before MNEMOSYNE ( Diana 's long- suffering tutor ) can push through the crowd .

Yes, the blow was strong, but Eliana's footwork betrayed her! A battle is like a river-crossing, every step must find a safe spot --

I pray a day will never come where she has to fight, but you, the wisest of us all, know that one can not deny their inner nature. A scorpion must sting, a wolf must hunt --

Ares refused to give up his hold on mankind. Tightening his grip, he turned them against us.

When Zeus led the gods to our defense, Ares killed them, one-by- one...

Your mother, the Amazon Queen, led a revolt that freed us all from enslavement.

But in the event he did, Zeus left us a weapon, one powerful enough to kill a God... to destroy Ares before he could destroy mankind... and us... with an endless war.

You left me no choice, Hippolyta. You neglect your duty if she can not fight.

You feel it in your bones, just as I do. Ares is still alive... He is out there... and it's only a matter of time before he returns.

NEVER let your guard down! Your opponents will have no honor. They will strike at you from behind! They will attack without provocation!

Diana dashes through the crowded marketplace , hoping to lose Mnemosyne , but every Amazon whose path she crosses greets her with a smile or `` Good morning , Princess ! '' `` Hello , Diana ! '' We realize that Diana is the ONLY CHILD in this world . Diana races past a MURAL in the public square of QUEEN HIPPOLYTA , Diana 's mother , triumphantly leading the Amazons .A young AMAZON GUARD sees Diana coming , holds out her hand , STOP ! Diana sees up a narrow stairway , grins -- an escape ! She darts up it and back down another straight into a DEAD END . Looking for a way out , she sees a long jump she just might make . There 's a big fall , but Diana loves a challenge ! She smiles mischievously , runs and LEAPS -- -- but she 's NOT GOING TO MAKE IT ! Diana stretches out , her face falling as she realizes she 's missed the jump , when -- A hand grabs her wrist !

Dangling , Diana 's pulled up to see : QUEEN HIPPOLYTA , ethereally beautiful , holding Diana easily by one arm as if Diana weighed nothing . She sits HORSEBACK , the mounted QUEEN 'S GUARD behind her . Diana twists uneasily , smiling up at her mother .Hippolyta softens , she loves her daughter more than anything , and PULLS DIANA into an embrace .Hippolyta motions to the world around them . Diana frowns . Antiope RIDES to meet them , PHILIPPUS at her side . Antiope catches Diana 's hopeful eyes .Antiope approaches , Philippus respectfully keeping a distance .Hippolyta rides a crestfallen Diana away . She looks back at Antiope , who nods at Diana pointedly .

She's a child. The only child on the island. Please, let her be so.

Yes. The weapon that can kill Ares if he ever finds us. May I see it, Mother?

Diana... You are the most precious thing in this world to me. So much so, I sculpted you from clay and begged Zeus to give you life.

Then I will tell you a new one. One of our people, and my days of battle...

Long ago, when time was new, and all of history was still a dream... the gods ruled the Earth, Zeus king among them.

Zeus created beings over which the gods would rule -- beings born in his image -- fair and good, strong and passionate. Zeus called his creation... man.

But one grew envious of Zeus' love for mankind -- and sought to corrupt his creation.

Ares poisoned men's hearts with jealousy and suspicion, vengeance and rage. He turned them against one another.

So the gods made us, the Amazons, to influence men's hearts with love and to restore peace to the world.

For a brief time, there was peace, even a unity among the world, as the gods and man fought side-by- side against a great evil.

... striking him such a blow, the God of War was forced to retreat.

With Zeus' dying breath, he created this island to shield us from the outside world. Somewhere Ares could not find us.

I pray there will never come a time when it is called to arms. But only the fiercest among us even could... And that is not you, Diana.

So you see, my daughter, you are safe. And it is nothing for you to concern yourself with.

It seems I am not the revered queen I should be. Disobeyed, betrayed, by my own sister --

You speak of a time that may never come. He may never return! He could have died of his wounds.

She is to never know the truth about what she is and how she came to be.

We are not deploying our army and leaving Themyscira defenseless to go and fight their war!

That was a story, Diana. There is much you do not know. Mankind is easily corruptible.

Afraid? You know nothing of fear, child. Nothing of war. Nothing of pain. Nothing of sacrifice. So you will do nothing.

Or at least I know that I can not stop you. There is so much... so much you do not understand.

You know that if you choose to leave us, you may never return. Once you leave this island, its location will fade from your memory...

This belonged to the greatest warrior in our history -- make sure you are worthy of it.

You have been my greatest love. Today you are my greatest sorrow.

Hippolyta attempts to tuck a wide-awake Diana ( 8 ) into bed .Hippolyta steps away and removes a GOLDEN-BOUND TRIPTYCH .Diana 's face LIGHTS UP , but Hippolyta raises her voice to correct her mood .why war is nothing to hope for . Hippolyta slowly unfolds the large TRIPTYCH , revealing an elaborate PAINTING illustrating the history of the Amazons .PUSH IN as the painting seems to come alive , subtly animates . Lightning and thunder herald the arrival of ZEUS atop Olympus , surrounded by the PANTHEON OF GODS .Another flash of lightning REVEALS MANKIND .The painting seems to come alive again -- ARES , features hidden in shadow beneath a fearsome , HORNED HELMET .The sky splits open and fire rains from the heavens . Men take up arms , falling in line around Ares and becoming his ARMY .The DYING and the DEAD litter a RAGING BATTLEFIELD .

YOUNG DIANA ( 8 ) sneaks out of the palace , past her GUARDS . Pleased with herself , she runs off into the night !

Antiope and Young Diana ( 8 ) , now dressed for training , raise their BO STAFFS . Antiope strikes , gently at first , but not for long . Diana works hard to defend herself .11,12 OMITTED -- INCORPORATED INTO SCENE 8 , 8A 11,12

APHRODITE , Goddess of Love , stands beside Zeus and the other gods at the shore of a turbulent sea , waving her hands as the ocean churns . From out of the sea rises : HIPPOLYTA , ANTIOPE , and countless other figures -- WARRIOR WOMEN .Standing behind Aphrodite on the shore , MEN watch the women approach in awe , lowering their weapons .An ancient war is subtly depicted , but not lingered on . If one looks close you 'll see : THREE ARMIES -- The gods , Amazons , and Atlanteans battling JACOB . Each army in possession of a LOTUS . ARES cleaves Jacob , then he looks to the LOTUS the humans have discarded . He reaches for it --ARES ' ARMY OF MEN swing a barrage of weapons at Hippolyta and the Amazons , led by the God of War himself .ARES AND HIS ARMY OF MEN lead Hippolyta and the other Amazons out of a BURNING CITY in SHACKLES and CHAINS .Ares grabs Apollo from behind , slitting his throat -- elsewhere , he assassinates Aphrodite -- elsewhere , Hermes --HIPPOLYTA breaks the chains between her bracelets !Hippolyta leads the Amazons in battle against Ares , swinging her sword , a feral CHEETAH fights at her side --

Young Diana ( 8 ) mimics her mother in battle , thrusting her WOODEN SWORD as she runs .

Ares and Zeus CLASH in the eye of a STORM , each at the edge of death . Zeus throws his last THUNDERBOLT , hitting Ares .Ares staggers back , a large gash in his chest leaks VIOLENT , BLUE POWER ! He 's swallowed up by DARKNESS .

Antiope attacks ! Young Diana ( 8 ) tries to keep up -- and to Antiope 's surprise and satisfaction -- she does !

Hippolyta and Young Diana ( 8 ) look across their island home . Hippolyta smiles , ending her story ... But Diana looks out across the oceans , wondering if Ares is still out there ...Hippolyta is n't sure what Diana is referring to ...Hippolyta 's conflicted by Diana 's excitement . A beat . Then she nods , Diana elated .

Hippolyta and Young Diana ( 8 ) ride their HORSES to the ARMORY , a heavily guarded keep at the top of Themyscira 's hillside . The QUEEN 'S GUARDS follow . Diana 's eyes drift up at a HIGH TOWER with a single window .

Young Diana ( 8 ) follows Hippolyta down a torch-lit tunnel and into the open-air center . One high window .Diana 's eyes drift past a dazzling array of items , including a glowing GOLDEN GIRDLE , LASSO , and at the center , an ornately-crafted SWORD . Diana gently touches the hilt of the sword , in awe .Hippolyta watches her carefully .She takes Diana 's hand away from the sword .But Diana is determined to prove her mother wrong --

SWORDS clash ! Young Diana ( now 12 ) continues to train with Antiope -- more skilled , stronger -- but not yet the warrior she will one day be . As Antiope pushes her --Antiope swings , the swords clashing ! Young Diana ( 12 ) loses her footing , falling to the ground --Hippolyta rides towards them , her GUARDS follow . The Queen climbs down , furious . She checks her daughter for injury .Crestfallen , Young Diana ( 12 ) is led away by Hippolyta 's guards . She locks eyes with Antiope as she leaves .Antiope raises her voice to meet Hippolyta 's for the first time in three thousand years .Hippolyta 's pained eyes look away , pause for a beat , and then return to meet Antiope 's with a steely stare .A beat . Then Antiope nods .SMASH CUT TO :

An AMAZON rolls across the ground with a BOW AND ARROW , rising up and letting an ARROW fly ! It 's DIANA ! She 's now fully grown , striking and formidable , with a sly smile -- the arrow HITS the target DEAD CENTER and she moves on -- Antiope nods to Diana to look across the audience of Amazons and up to the hillside -- where Hippolyta has arrived on HORSEBACK . Diana grins , drawing her sword . Diana moves THROUGH and OVER obstacles , where she faces off against one of ANTIOPE 'S GUARDS ( African ) , using her SHIELD , BRACELETS and SWORD -- then ARTEMIS joins . Diana now taking on TWO AMAZONS -- and excited for the challenge . Diana dispatches Antiope 's guard . The Amazons ' brawler -- Artemis -- bares her teeth and attacks with no mercy , striking Diana hard ! Artemis is fierce , revered by the other Amazons . Diana blocks the next blow , then sends Artemis crashing to the muddy ground at the feet of the other Amazons ! The Amazons step back from Artemis . Humiliated , Artemis scowls . Diana , grins -- Then Antiope and Diana go into battle ! Warriors in violent , graceful combat . Antiope feels her holding back .Diana attacks Antiope with strength previously unseen ! The Amazons watch with awe . Even Hippolyta . Unrelenting , Diana strikes hard , AGAIN AND AGAIN , until she knocks Antiope 's sword out of her hands ! Cocky , Diana points the sword at Antiope , who holds up her hands in surrender , proud . Diana nods , lowering the sword -- she 's won . Diana turns to her mother , looking for her approval but -- -- WHAM ! Out of nowhere , Antiope sends Diana to the ground with a BRUTAL BLOW ! Not so fun anymore . Diana takes a breath , recovering . Hippolyta watches from the hill --Diana glances at Antiope -- it was a dirty move -- but Antiope faces off against Diana !Antiope knocks Diana 's sword aside !Pushed to her limit , Diana brings both arms up -- then SLAMS her bracelets together !BOOSH ! A FIELD OF ENERGY EMANATES FROM DIANA 'S CORE .We get the sense that this is just the beginning of her true POWER . Still , it 's powerful enough to knock Antiope off her feet . Diana stumbles back ... Diana , amazed and elated , realizes that something unbelievable has happened . A tiny GOLDEN SPARK in her eye quickly fades . Diana 's ecstatic , scared and confused . She looks to her mother : Did you see that ? But Hippolyta is worried about the implications of Diana 's power -- and Diana mistakes it for judgment .Diana looks to Antiope , blood streaming from a cut to the head . Diana rushes to her side .But Antiope holds up her hand --Diana looks at the other Amazons , who all stare back in silence , even Artemis -- then back to her mother 's forlorn face , filled with fear . Diana slowly takes a step away , feeling frightened , guilty , rejected -- And Diana runs -- A COLD WIND blows across the hill . Fear falls on Hippolyta 's face , taking in Diana 's actions .

Diana races up a grassy embankment to a CLIFF overlooking the ocean . She looks down at her open palms , clenches them shut . What was that ? Then -- An UNFAMILIAR SOUND : a strange gnawing BUZZ . Diana looks upward , quickly spotting -- A SHAPE on the horizon , moving closer . Something she has never seen before : A GERMAN WARPLANE , a Fokker , out of control , trailing SMOKE . Diana 's sharp gaze catches sight of SOMEONE IN THE COCKPIT , struggling to escape . The PLANE dives down , crashing into the water ! Without hesitation , Diana DIVES off the cliff , hurtling hundreds of feet through the air and into the sea .

The plane SINKS , its PILOT already underwater . He struggles to break free from the cockpit , but his MESSENGER BAG is caught ! A loud CREEEEAAAK pierces the water . The PILOT looks up to see a deep FISSURE running along the tail . It BREAKS free and the engine and cockpit sink like stones . As he sinks , he loses breath , the light fading . Suddenly , out of nowhere , DIANA APPEARS ON THE PLANE 'S TAIL , above the surface . The sun blazes , framing her , an epic vision -- like an angel . The PILOT blinks into the light one last time . The DARK DEPTHS closing in on his face as his eyes fall shut . Diana DIVES in and grabs the Pilot . She braces her feet against the plane and rips him away , kicking to the surface .

Diana surfaces with the Pilot , swimming effortlessly to shore , unaware that behind them a WWI GERMAN BATTLE-CRUISER and its THREE LANDING CRAFT head towards the island .

A GERMAN COMMANDER stares into the THICK FOG with FIELD GLASSES . His LIEUTENANT at his side , bewildered .

GERMAN SOLDIER # 1 spots something , pointing --Landing craft 1 steers through the FOG toward the Fokker 's TAIL SECTION , still afloat .

German Soldier # 1 REACHES OUT over the side and HIS HAND disappears in a BLINDING REFLECTION , like fractal SHARDS of LIGHT hitting a mirror . He briefly sees a flash of a beautiful island -- startled , he jolts back , the image vanishing into fog . He leans back out and there it is again ! Beyond the protective RING of FOG and reefs -- AN ISLAND ! And Diana swimming the Pilot toward the beach ! Stunned , he leans inboard , once again enshrouded in a foggy , cold , gray day .The tillerman is skeptical but slowly turns the boat .

Diana drags the Pilot onto the beach , his bag around his shoulder . She gently lays him on the sand and gets her first real look at the FIRST MAN SHE 'S EVER SEEN . His mouth , lips , jaw , hair , stubble -- captivating . This is CAPTAIN STEVE TREVOR ( 30s ) , rugged , handsome . An American fighter pilot undercover for the British . Steve wakes , squinting in the sun , surprised to discover Diana 's not a hallucination . He takes in the strange surroundings , blown back by her breathtaking beauty .She backs away as he sits up , surprised by the timber of his voice . Diana studies his eyes . They 're so blue .They 're cut off by the ear-splitting SOUNDS OF SCRAPING METAL . Diana and Steve turn to see the GERMAN BATTLE-CRUISER running aground on the protective REEF around Themyscira .The wounded battle-cruiser sinks , but her THREE GERMAN LANDING CRAFT steam towards the beach .Diana and Steve look up to the cliffs to see -- Battle-ready HIPPOLYTA on HORSEBACK , with the QUEEN 'S GUARD , all with ARROWS pointed directly at Steve .ANOTHER WAVE OF GUARDSWOMEN arrive behind Hippolyta on HORSEBACK , aiming ARROWS at the German ships .A torrent of FLAMING ARROWS sail from the cliff top , over Diana 's and Steve 's heads , hitting all three landing craft . The Germans FIRE back in retaliation !Steve pulls Diana behind a ROCK FORMATION , out of sight of the invading Germans now fanning out across the beach . MORE AMAZONS join the others on the cliff , led by ORANA . Orana shoots a GRAPPLING ARROW into the rock wall of the opposite cliff . She swings down the attached line toward the beach , firing ARROW AFTER ARROW at the Germans . ON THE BEACH : Diana and Steve watch her , stunned . Diana turns as a soldier lifts his rifle and FIRES . She sees the BULLET leave the gun , heading straight for her in SLOW MOTION -- Steve TACKLES DIANA , pushing her to the ground as the BULLET just misses her . Diana 's heightened senses allow her to see the bullet sailing past -- she 's confused by what she 's seeing -- until it HITS ORANA ! Diana is aghast as Orana falls slack on the grappling line , her lifeless body swinging against the cliff wall .The Germans continue to FIRE at the Amazons atop the cliff , several of whom plummet to their deaths on the beach below . Orana 's slayer squints down his rifle 's eyesight -- WHUNK ! An arrow now sprouts from the rifle barrel . A STAMPEDE OF HORSEWOMEN ride through a massive STONE ARCHWAY onto the beach . The AMAZON CAVALRY , led byANTIOPE .Antiope , MENALIPPE and ARTEMIS at her side , BLOCKS BULLETS with her SHIELD and cuts through Germans with her SWORD , trampling them beneath her horse 's feet . Steve crawls out , seeing a soldier taking cover behind a rock nearby .A GLINT of a KNIFE in Steve 's hand as he leaps on the soldier , dragging him down -- then quickly reappearing , SHOOTING a RIFLE . Diana grabs the SWORD and SHIELD of a fallen sister and joins the battle . She 's quickly surrounded , but holds her own , fending off a SWARM of Germans .Antiope 's team organizes into a formation , working together but still overwhelmed until -- HIPPOLYTA arrives on the beach , joining the battle in spectacular fashion . She slashes through the Germans like no other Amazon , proving why she is QUEEN ! Diana is in awe of her mother -- it 's the first time she 's witnessed her fight . Antiope finds relief as Hippolyta joins her side -- the two sisters fight back-to-back , wiping out all but FIVE GERMANS .Steve watches as MENALIPPE takes her SHIELD with both hands , holds it parallel to the ground . Antiope dismounts , runs at her , then jumps onto the SHIELD , springing HIGH INTO THE AIR ! One of the five remaining Germans raises his rifle to fire at Antiope , but Steve SHOOTS him first , saving Antiope 's life , which is not lost on Diana . At the height of her mid-air arc , Antiope FIRES THREE ARROWS AT ONCE , eliminating all but ONE remaining German who raises his gun at Diana .Steve aims at the soldier as he fires , but Antiope steps in front of her niece . TAKING THE BULLET , she falls to the ground . Steve fires and the German falls , too .The noise , the battle , everything falls away as Diana races to Antiope 's side .Diana races to Antiope , dying , struggling to speak --Hippolyta rushes to Diana , falling to her knees in front of Antiope 's lifeless body .Antiope stills . Diana 's devastated , her first experience of death . Philippus looks on , saddened . Hippolyta grabs her sword and turns to Steve .Diana rushes between them .Steve looks down at his German uniform .Philippus talks , calm despite her friend 's death .

Do they only have arrows? We need guns. Because the Germans have guns. Lots and lots of --

He dies now and we know nothing about why they came here and who they are.

Ladies, I'm sorry. I can only tell you one thing about me : I'll never talk.

My name's Captain Steve Trevor. Pilot... American Expeditionary Forces. Serial number 8121941. That's all I'm at liberty to s --

Whoever you are, you're in enough danger as it is. You should n't --

British Intelligence got word that the leader of the German Army, General Ludendorff, was visiting a secret military installation in the Ottoman Empire.

According to our intel, the Germans had no troops left, no money, no munitions of any kind...

... but our intel was wrong. The Germans had the Turks making bombs for them. And not just bombs...

New weapons. Invented by Ludendorff's chief psychopath. Dr. Isabel Maru.

From what I saw... if Dr. Maru was able to complete her work, millions would die. The war would never end.

But if I can get those notes to British Intelligence in time, it might make a difference...

... The War to End All Wars. Four years, twenty-seven nations, twenty-five million dead -- soldiers... and civilians...

... Innocent people. Women and children. Slaughtered. Their homes -- villages -- looted, burned. Weapons deadlier, more horrifying than you can imagine. Like nothing I've ever seen... It's like...

My father gave it to me. Been through hell and back with him, and now me, and it's still ticking.

I caught that before. I mean what is this place? How come I've never heard of it? Who the hell are you people? How do you know English?

Funny, because I understand even less now than before you walked in.

Hey, I did n't get to say it earlier... but thanks for dragging me out of the water.

The way this war is going, I would n't let anyone I care about near it.

` You see something wrong in the world, you can either do nothing, or you can do something. And you already tried nothing.'

The war? Well, which part? The Eastern Front in France is 400 miles long -- from the Alps to the Atlantic. Then there's the Dolomites in Italy, Turks in Arabia -- there used to be a Russian Front but they quit last year so they could kill the Tzar and have a revolution.

Look, Princess, I like your spirit, and maybe you know something I do n't, but this war is so sprawling, there's nothing the two of us can do about it. But we can try to get to the men who can.

I'm starting to understand why your mother did n't want you to leave.

The great books. Those books explain why there are no men on that island? Or kids?

No, we're not together... I mean, like that. Look, we need to go this way.

Come with me to deliver this, then we'll talk about getting you a train ticket.

I'm sorry, sir, but the intel I've brought back is very time sensitive. We were attacked by men looking for it on the way here. One of Maru's notebooks.

We need to get it to Cryptography. And I need an immediate audience with the Generals --

Prince, Diana Prince. We... she and I... we work together. She helped me get this notebook here. From Maru's lab --

General, you have to find out where they're making this gas. Burn it to the ground. Destroy it.

Sir, I saw this gas with my own eyes. All the men on the front line could die on both sides unless you --

Pull the troops out. Send me in. With some strategic support, I could take Ludendorff and his operation out myself.

Because there was no chance of changing his mind! Listen to me --

Come on. If we're going to get to the front on our own... we're gon na need reinforcements.

Sameer's a top undercover man. Can talk the skin off a cat in as many languages as you.

I'll take you to the front, but I ca n't make any promises about finding ` your friend' any more than I can Santa Claus.

I went undercover and pretended to be something else, I shot people on your beach, and I smuggled a notebook. Liar, murderer, smuggler.

-- near the Somme. Front's about three miles away. Chief will get us there.

You wanted me to take you to the war. This is it. The front lines.

This is no man's land, Diana. It means no man can cross it. This is the worst point on the entire front. This battalion has been here for nearly a year and they've barely gained an inch because on the other side are Germany's deadliest soldiers. Pointing machine guns at every square inch of this place. This is not something you can cross. It's not possible.

We are doing something. We ca n't save every person in this war. Besides, it's not what we came here to do.

Sir, this is our chance to find the gas and learn how Ludendorff plans on delivering it. Maybe our only chance. Our last chance --

Drinks later, Sameer. I need you to rustle up me a German uniform.

It wo n't look at all suspicious when I come sauntering out of the woods on foot --

I know how to do stealth -- been doing it my whole life. I'll follow them to wherever they're working on the gas or better yet find out where it is.

Diana, what you're wearing does n't exactly qualify as ` undercover.'

There's no way to get you in. Let me scout it and report back. Worse case, we follow Ludendorff when he leaves and you can use that magic lasso of yours to get him to tell us where it is.

You ca n't go into German High Command and kill anyone! You have to trust me, Diana.

No, but I've been watching you. Following your career, I mean. You're Dr. Isabel Maru. The most talented chemist in the German Army. I'm a fan.

I hope I'm not crossing a line. I hear you and General Ludendorff are very close.

I'm sure he provides a great deal of support for you and your work, but having someone like me behind you -- I could provide a lot more.

A man who would show you the appreciation a genius like yourself deserves.

I love fire, do n't you? It's like a living act of entropy. The ultimate weapon of destruction, reminding us that, in the end, everything returns to the ash it once came from. There's something reassuring about it.

Perhaps you could show me what you're working on. I hear it's extraordinary.

You ca n't kill Ludendorff inside German High Command. The Armistice wo n't be signed.

Diana, I'm sorry... I know you thought -- I hoped it, too -- but I knew --

Because maybe people are n't... just good, Diana. Ares or no Ares. Maybe it's... just them.

It's not about whether they deserve it or not. It's about what you believe. You think I do n't get it? All I've seen out there? I wish I could tell you that there was one ` bad guy' to blame. Maybe we're all to blame. But that does n't mean we should n't try to do better.

And if you believe this war should stop, Diana, if you want to stop it, then help me stop it. Now. Diana still is n't there.

No, if it crashes, it'll wipe out everyone for fifty square miles. We got ta ground it.

Steve 's overcome by an unseen force . He struggles .REVEAL : Steve , bleeding from injuries sustained in battle , bound by a GLOWING GOLDEN LASSO controlled by Menalippe . Diana and Hippolyta , battle weary , watch him . With them the QUEEN 'S GUARDS , what 's left of ANTIOPE 'S GUARDS and SENATOR ACANTHA ( 50s ) . Steve strains to keep his mouth shut . He ca n't .CUT TO :

FLASHBACK Steve , in his GERMAN PILOT 'S UNIFORM , stands on an AIRSTRIP next to several other PILOTS and PLANES .STEVE 'S POV FOLLOWING GENERAL LUDENDORFF as he and his troops enter a large , nondescript WAREHOUSE .

Steve follows the others into the warehouse .Steve discovers this is an immense MUNITIONS FACTORY manned by elderly men , women , and children , all of whom appear to be slave labor for the Germans in the mass production of BOMBS .Ludendorff approaches a SCIENTIST , wearing head-to-toe protective gear . Removing mask and goggles , we meet the STUNNINGLY BEAUTIFUL DR. MARU , 40s . She finishes writing a CHEMICAL FORMULA in a NOTEBOOK . She turns , greets Ludendorff with respect and confidence .Steve ca n't help but stare admiringly ... until Maru turns her head , revealing METAL PLATES on her face , hiding damage incurred by her own experiments .Maru leads LUDENDORFF to her lab , to a fully-enclosed TEST CHAMBER with a VIEWING WINDOW . In the chamber , Steve sees a gruesome site : A PRISONER , his terrified face covered by a GAS MASK , his wrists and ankles stretched out and restrained by CHAINS . Another CHAIN leads from the top of the prisoner 's gas mask . Out of earshot , Steve watches as Maru shows Ludendorff the formulas in her notebook , explaining them . Maru closes the notebook and sets it down , then releases GLOWING GAS into the chamber . Panicked , the prisoner 's terrified eyes widen , MUFFLED SCREAMS cry out behind his gas mask . Enraptured , Maru puts a hand against the window , her anxious eyes follow the SMOKE filling the chamber : It has to work this time . Ludendorff watches , waiting . Steve looks on in horror as the prisoner 's gas mask begins to show slight signs of disintegration : thin cracks in the glass , wear on the straps , corrosion on the metal -- Maru is n't even aware she 's grinning , but then -- The prisoner realizes the gas mask is resisting the gas , protecting him . He calms . Maru 's face falls . Her eyes dart to Ludendorff who shows obvious signs of disappointment . Steve watches as a frustrated Dr. Maru pulls a LEVER -- and the chain connected to the prisoner 's gas mask tears the mask off , exposing him to what 's left of the gas ! The panicked prisoner screams in pain as he breathes in , dying horribly ! Steve can barely watch , he glances away -- and his eyes lock on Maru 's notebook .Steve makes a decision , knowing it could cost him his life -- he grabs the notebook .Maru turns to see her notebook gone ! She looks around just in time to see Steve leaving . They lock eyes briefly as he exits --

An ALARM BLARES as Steve -- pursued by a dozen German soldiers -- runs to a FOKKER , props already rotating .

Steve 's plane takes off , but he does n't fly away . Instead , he doubles back toward the warehouse , where Ludendorff and Maru escape in a MILITARY VEHICLE .

Steve uses the Fokker 's 12-BARREL ROTARY CANNON to FIRE on Ludendorff 's vehicle -- but it gets away . Steve trains the gun on the evacuated military installation 's glass roof , whose WORKERS have just evacuated . He STRAFES it , taking out all of the glass panes before dropping HAND-BOMBS into the complex . The factory EXPLODES in a fire ball as he flies off into the sky ! END FLASHBACK .

Steve tries to resist the lasso again , but ca n't --Steve 's eyes firmly on his BAG at Hippolyta 's feet . Diana removes Dr. Maru 's notebook .Steve swallows hard , forced by the lasso to reveal all . Not just the facts , but also his feelings about them .Steve 's head hangs low , Diana looks at him with sympathy and sadness .Diana tenses , clearly shaken by this .

Diana follows Hippolyta and the cortege into the courtyard , trying to lend voice to their debate .They all stop and face Diana .That strikes Diana in the heart . Hippolyta stops herself from revealing more , covering --Diana leaves , brimming with anger -- Hippolyta with conflict .

EPIONE , a skilled healer , stitches up a wound on Diana 's ARM . Diana does n't flinch .beat What will the Queen do with him ? Will she kill him ? OFF Diana , wondering herself .

Diana enters to find Steve stepping out of a TUB -- his back to her -- NAKED . She studies his body as he towels himself dry . Steve 's shoulder has been BANDAGED , but his body is covered with CUTS , BRUISES , SCARS from other battles . Diana touches her own wound , sympathetic . Steve finally turns , startled to see her there .Diana stares at him . Puzzled . Steve is n't enjoying the look on her face .Steve raises an eyebrow , slightly offended , but he does n't cover himself .Steve is relieved to see she means his POCKET WATCH on top of his clothes .Steve takes the watch from her , covers up .Diana shrugs .The way Steve watches her makes Diana self-conscious .Steve 's eyes brighten . Diana backpedals in embarrassment .Which , from her tone , clearly disappoints Diana . Steve 's surprised to find himself disappointed , too , though his better sense tells him not to be .Steve starts dressing .Moved , Diana takes that in . Determination on her face .

On this still , MOONLIT night , the armory stands monolithic amongst the other buildings of Themyscira . Diana surveys from an opposing hillside . The building 's face an impenetrable mountainside , accessible by only one main entrance , completely blocked by SEVERAL GUARDS who stand watch -- and even if she could take them all on , Diana does n't want to hurt them . Studying the building further , she focuses on the SINGLE WINDOW in the HIGH TOWER . Diana 's face darkens with fixed focus . She looks down at her feet , back at the space -- calculating it all . She turns to the hillside behind her , spots a distant branch twisting from a tree . It looks relatively equidistant to the armory . She takes a step towards it , then another -- and another -- and Diana leaps into the air , locked on the branch -- but she lands far before reaching it ! As Diana jogs to a stop , her frown fades : I know that I can do this . Diana sets off in a dead sprint towards the cliffside -- she LEAPS over the abyss below . Her face calm as she SOARS through the night -- THE BUILDING BARRELS TOWARDS HER , her eyes widen . Thinking fast she GRASPS a SPUR and -- She SLAMS into the side , holding on . She revels in the moment briefly and then sobers : Now what ? The window is at least 30 feet above her -- below , the abyss . The wind MOANS . Diana 's GRIP TIGHTENS on the spur . Suddenly , the SPUR CRACKS ! Diana falls -- She scrambles against the wall , her hands grasping at the stone face . SHARDS FLYING around her , she realizes she 's strong enough to make her own handholds -- SLAM ! Her hand catches and she YANKS to a stop ! Shocked , she hangs there for a second , then grins fiercely . She begins to CLIMB her way straight up the stone wall , her fingers slamming into the tower , making her own ladder out of solid stone .

Diana FLIPS herself up onto a tiny ledge outside of the window . She moves in --

In the moonlit darkness of the deserted armory , Diana moves towards the GODKILLER SWORD . She takes it from its SCABBARD , awed by its weight , its sheer power in her hands . She holds it tight . It feels right . As she leaves , she passes a suit of ancient armor and SNATCHES ITS SHIELD . Then the LASSO OF HESTIA disappears from its hook . Diana , now half-dressed in GREEK ARMOR , admires a glowing GOLDEN BELT-LIKE GIRDLE , then looks ahead to something that really catches her eye . BLURRY in our f.g. , the silhouette of a woman 's form GLOWS GOLD , RED , AND BLUE from its display . Diana 's eyes widen with delight .

Diana and Steve on HORSEBACK emerge from the forest at the edge of a harbor . Diana and Steve turn to the front of a not-very-modern-looking ( by 1918 standards ) AMAZON SAILING VESSEL .She nods , motions to the boat with encouragement .Steve hesitates .Steve nods at the valley behind them , where HIPPOLYTA and the QUEEN 'S GUARD thunder in on their horses . Hippolyta raises her hand , ordering her GUARDS to halt . She approaches Diana ALONE . Diana takes a breath , reluctantly meeting her mother 's eyes , dreading this .Diana finds not fury on her mother 's face , but sadness .Hippolyta relents , nodding . She climbs down from her horse , taking something from the saddle . She presents Diana with ANTIOPE 'S HEADBAND .She hands it to her daughter .Hippolyta tries to memorize her daughter 's face , believing it 's the last time she 'll ever see it .Diana WALKS AWAY from her mother , and the only home she 's ever known , towards Steve and the ship . The weight of this good-bye does n't go unnoticed by Steve .

Diana looks back towards the island , her whole world until now .

A BREEZE moves through Diana 's hair as she takes a breath , watching the island drift away , and in a SUDDEN FLICKER of fog -- it is gone . Bittersweet . She eyes Steve at the TILLER . He looks at his WATCH , still ticking , then pockets it .Diana points the SWORD at Steve , he holds his hands up .Steve gently pushes the sword away from him . He would normally refute this outright , but after all he 's seen today , he 's turned upside down --Steve ca n't tell whether she 's joking or not .I was brought to life by Zeus .Diana turns to Steve , moving closer . The tension between them palpable . Diana gets close --Steve gets closer .Steve moves closer to Diana . She grins --Steve gives Diana a look that seems to suggest he 'd challenge that . Diana takes that look in for a split second , then turns away , self-conscious . Steve does the same . And they sail on ...

GENERAL LUDENDORFF marches toward a HANGAR that 's become Dr. Maru 's new FACTORY . He 's followed by a CAPTAIN and his GUARDS . Ludendorff does not look happy , despite the hustle and bustle of workers .Ludendorff SHOOTS the Captain , making an example of him . His body THUDS to the ground .

Do you think I've had food or rest, Captain? Do you hear me making excuses? Your men are weak. Complacent. You've spoiled them. You've let them forget that an attack can come at any time -- from any quarter -- so let's you and I remind them, shall we?

Once the Kaiser sees your newest weapon, he will never sign the armistice.

We will get your book. But I believe in you, not it. I KNOW that you CAN and you WILL succeed.

One attack and the war is ours. As we speak, my chemist and her team are --

We continue as planned. Now go. I have people to tend to beyond you.

You know your Ancient Greeks. They understood that war is a god. One that requires human sacrifice.

And in exchange, war gives man purpose. A chance to rise above his petty, mortal little life and be better than he is.

Ludendorff walks into Maru 's new lab in mid-construction . BARRELS of CHEMICALS and EQUIPMENT line the hangar .

Maru furiously works , looking at the chemicals , her formulas , writing in a NEW NOTEBOOK -- she 's at a crossroads . She stops , stuck -- when Ludendorff approaches .Ludendorff turns to Maru , gazes at her .The way he says it , as if he were God himself .Doctor Maru pulls out a METAL CASE , produces a GLASS CAPSULE full of BLUE GAS .General Ludendorff takes the capsule , examines it .He breaks the capsule under his nose , inhales -- his veins GLOW as he breathes in . He stands taller , re- energizes , confident , his hand holds a GUN -- and CRUSHES it . A STRANGE WIND BLOWS across Maru ... she turns , as if she can hear a VOICE . Then she grins .PRE-LAP -- The HORN and BELLS of a STEAMSHIP .

Von Hindenburg has recommended the Kaiser sign the armistice. We have run out of time.

General... I have it. And if it is what I think... it's going to be... terrible.

I appreciate your interest in my work, but I am loyal to General Ludendorff. Besides, I see now your attention is elsewhere.

Diana wakes to find an enormous STEAM SHIP , its HORN BLARING , towing their boat into the harbor . She blinks , never having seen anything like it .Over Steve 's shoulder , Diana gets her first eye-popping view of industrialized LONDON ( circa 1918 ) .Diana , awestruck , takes in the city 's skyline .

Diana , eyes-wide , takes in the COBBLESTONE STREETS . OVER-DRESSED PEOPLE , a HORSE-DRAWN CARRIAGE , NEWSSTANDS shout out headlines of WAR and VOTES FOR WOMEN . These are all FIRSTS for Diana , and she seems fascinated by them -- to her this is the world of good men . She looks through various STORE WINDOWS with wonder . She moves past a BAKERY , breathing in the wonderful smell . A HORSELESS CARRIAGE HONKS , Diana watching it drive by , moving out of its way -- but with a smile .Steve is working to keep up with Diana . She sees something she can barely fathom -- a MAN and WOMAN holding hands , very much in love . It 's captivating .Diana takes Steve 's hand . He lets it go .Someone glares at Steve 's clothes -- the remains of a German pilot .People stare at Diana , her cloak open , revealing her armor . She smiles and nods , `` Hello ! , '' they back away . Steve tries to keep her cloak closed -- he ca n't help but take a second glance at her leg .Diana , confused , looks down at her armor , then looks around at the mostly overdressed women on the street .Diana 's eyes snap to a YOUNG MOTHER holding a BABY .The mother looks at Diana quite oddly . Steve takes Diana gently by the arm , nods to the mother , and keeps moving .They move on , both unaware that they 're being following by a MAN IN A SUIT .

ETTA CANDY , Steve 's loyal , cheeky , secretary spies Steve and Diana walking towards her .Etta extends a hand to Diana . Diana just looks at it .Eyes Diana 's clothing .We FOLLOW Diana in --

Well, thank God for that! I thought you were dead this time, I really did, then I got your call --

Well, it means I do everything. I go wherever he goes. Do whatever he tells me to do.

It does rather feel like that sometimes. But the pay's good and he's almost never here.

Oh, my! Are n't you terribly cold out here where everyone can see... everything? Let's get you into a nice, warm, private dressing room, shall we?

Not that I'm opposed to engaging in a bit of fisticuffs when the situation calls for it, mind you!

Really, Steve? All it takes is a pair of specs, and suddenly she's not the most beautiful woman you've ever seen?

Right then, I'll take the rest of this. Good luck, I'll take these back to the office and meet you both later.

Not yet, but we've located him. And lucky you, he's only a few miles away -- at German High Command.

Intel reports Ludendorff is hosting a gala -- a last hurrah before the Germans sign the Armistice. The Kaiser himself will be there. As will Dr. Maru.

There's a revolution going on. Even Chief's coming. You should, too.

Diana examines a CORSET tight on a MANNEQUIN , Etta and Steve with her .Etta holds up an OUTFIT for Diana .Diana looks at Steve as if to say , `` Do I have to ? ''Diana , sighs , then starts to take off her cloak . Etta 's eyes go wide . She rushes to stop Diana from removing it .Etta leads Diana off , looking to Steve as if to say , `` Where did you find this woman ? ''

Diana , in OUTFIT # 1 -- frilly and silly -- stands in front of the mirror , miserable . It 's ridiculous . Diana pulls the dress up , wondering aloud --She winks at Diana , who relates to principled fighting .

Diana in OUTFIT # 2 -- a tight skirt and top . Etta admires it .Diana tries to kick , impossible in this dress . It rips . She shakes her head at Etta . This dress wo n't do .

Diana , in OUTFIT # 3 -- almost exactly what Etta wears - yanks at its high collar impatiently .

Steve walks up to Etta . He 's now dressed in his SUIT .Diana emerges from the dressing room in FASHIONABLE WOMAN 'S DRESS that , on any other woman , would be unremarkable . On Diana , it 's spectacular .Diana shifts uncomfortably , self-conscious , and disliking the restrictions . Steve , catching himself staring , snaps out of it .Steve looks around the store , grabs a pair of GLASSES . He gently puts the glasses on Diana 's face . Looks satisfied .Diana LOOKS into the mirror , takes a deep breath and settles into the dress . She smiles as she fixes her glasses .

Diana , HAIR UP , in her GLASSES and NEW OUTFIT pushes through the door as DIANA PRINCE . The MAN IN THE SUIT from earlier , holds it open for her .Etta follows Diana and Steve out with the SHOPPING BAGS . Diana tucks the LASSO into the inside of her coat --Etta goes for Diana 's SWORD , but Diana yanks it back .Diana reluctantly lets Etta take the sword along with the SHOPPING BAGS , presumably carrying her armor .

Diana and Steve walk down the street , the SUITED MAN from earlier follows them . He 's suddenly distracted by the reappearance of the Suited Man from earlier , who confers with A SECOND SUITED MAN ( SM # 2 ) .Steve leads Diana down a less-populated street . Diana sees SM # 1 and SM # 2 tracking them on opposite sides of the street . Steve , distracted , bumps right into SUITED MAN # 3 and looks down to find a GUN aimed at his gut .

Captain Trevor, I believe you have something that is the property of General Ludendorff.

SM # 3 backs Steve and Diana into an ALLEYWAY where TWO MORE men wait . Now all FIVE of the SUITED MEN gather , THREE of them have their GUNS out on Diana and Steve .Steve steps in front of Diana , searching his jacket --At which point -- Steve KICKS THE GUN OUT OF SM # 3 's HANDS , HITTING HIM INTO THE TWO OTHERS HOLDING GUNS . Steve holds his arm up , `` protecting '' Diana --SM # 2 FIRES ! Steve pushes Diana out of the bullet 's path , but Diana reaches out -- THE BULLET BOUNCES OFF HER BRACELET ! EVERYONE FREEZES WITH ASTONISHMENT as Diana realizes her bracelets may be more than just symbolic .SM # 2 and SM # 3 FIRE ! Diana RAISES BOTH BRACELETS , deflecting their bullets . Her technique is clumsy at first as she gets used to the torque , impact and SOUND . Steve takes out SM # 1 while Diana grabs SM # 3 as his LAST SHOT fires -- and lays him out with a blow . Diana deflects the last of SM # 2 's bullets as his gun runs EMPTY . Everyone is amazed , especially Steve --She smiles as if to say , you ai n't seen nothing yet -- The remaining THREE SUITED MEN rush Steve and Diana . Diana slams her fist into SM # 2 while Steve takes on SM # 4 . Diana grabs the dazed SM # 2 -- swings him around , crashing him into SM # 5 hard -- and they 're both down . A spilt second later , Steve finishes taking out SM # 4 . The suited men run off , leaving only SM # 1 behind . SM # 1 stirs . Diana and Steve turn to see him make a run for it --SM # 1 is stopped in his tracks by Etta , wielding the GODKILLER , shopping bags at her feet .SM # 1 runs in the other direction , but Diana retrieves the LASSO from inside her coat and uses it to pull him off his feet , onto his back . As the lasso glows , Diana kneels at his side , compassionately placing her hand on his chest . In her mind , his actions are not his fault .But the suited man pops a CYANIDE pill between his teeth before she can get an answer .Diana looks at Steve and Etta , horrified .

Diana follows Steve into an ASSEMBLY HALL , where an unruly group of men , MILITARY LEADERS and MEMBERS OF PARLIAMENT , shout down SIR PATRICK MORGAN ( 40s ) , kindly faced , a CANE at his side . Diana gazes across the hall like a tourist .Diana nods -- a beat -- then she proceeds to follow Steve down the aisle , running her hand across the rows of chairs , nodding and smiling to the dumbfounded men staring at her .The ASSEMBLY ROARS objections at Sir Patrick as Steve finds COLONEL PHILLIP DARNELL ( 40s ) in the crowd .SIX COLONELS , who are not Darnell , turn their heads .Darnell turns , amazed to see Steve there -- alive ! Steve nods toward the door , then realizes the room has gone silent . Every eye in the hall is fixed on Diana , the only woman in a room that does n't allow women . Diana , oblivious , looks up at Sir Patrick .The crowd GRUMBLES again , about a woman 's presence there as much as Sir Patrick 's rhetoric . Steve takes Diana 's arm and leads her out of the auditorium , Darnell follows .

Gentlemen! Germany is a proud nation who will never surrender. The only way to end this war and restore world peace is to negotiate an armistice.

Our only aim at this moment -- must be to achieve peace at any cost.

I'd heard you were lost on one of your missions, yet here you are. And you've brought a friend.

Thanks to this young woman, the room was finally quiet enough for me to get a few words in.

Now more than ever, the armistice is of paramount importance, we must get it negotiated and signed. That is the surest way of stopping the war.

Now nothing can jeopardize the armistice talks, but... I also believe in insurance. I'm here to help you. Unofficially, of course. What's your plan?

Captain Trevor, you are under no circumstances to attend that gala tomorrow night. We can not risk jeopardizing the Armistice.

I am. But I'm not what you thought I was. You blame me, but the truth is...

Ideas. Inspiration. For weapons. Formulas. But I do n't make them use them... they start these wars on their own.

You came here with such hope and determination and look at you now. Mankind did this to you. Join me in the fight... and we can destroy them forever!

An agitated and embarrassed Colonel Darnell makes his way to Steve and Diana , glancing at others watching him . Colonel Darnell makes his way to Steve and Diana .Diana looks at Steve , indignant . He holds his hand up , calming Diana --Sir Patrick emerges from the auditorium , making his way over to the threesome .Sir Patrick smiles sweetly at Diana , she smiles back , noticing his cane .Diana bows her head in return .Steve presents the notebook . Sir Patrick takes it , understanding the implications immediately .Darnell hesitates , then nods . Steve and Diana grateful for the assist --

Trevor?! What the hell were you thinking bringing a woman into the council chamber?

You do n't just rush in here, like this, and demand an audience with the cabinet. Cryptography takes time and --

Cryptographers had no luck. It seems like a mixture of two languages.

If this woman can read it, sir... we should hear what she has to say.

TIGHT ON : a GAS CANISTER . Maru turns a valve on it , adjusting the pressure . She screws the canister onto the side of a small GLASS CHAMBER containing a GAS MASK . She locks the canister in place , then releases the gas into the chamber . Ludendorff and Maru watch as the NEW GAS hisses in , creeping towards the gas mask , enveloping it . The mask begins to disintegrate -- thin cracks in the glass , wear on the straps , corrosion on the metal . It 's just as it was before . Maru , filled with anticipation , wonders : Will it work this time ? It does . The gas continues , eating away at the mask -- the glass cracks apart , the straps sever , the metal breaks . A sign of the pain and horror it will soon inflict . It is Maru 's greatest achievement -- then even the glass chamber itself starts to shudder -- and crack ! Maru grins , waiting until the last possible second before unleashing a SINGLE SPARK into the chamber , causing the highly flammable gas to COMBUST in a burst of FLAME ! Elated , Maru looks to Ludendorff . He nods with approval .OFF the steaming , rotting gas mask ...

Steve , Darnell , Sir Patrick , GENERAL DOUGLAS HAIG , and the BRITISH WAR CABINET crowd in a room , walls full of MAPS and PHOTOS of LUDENDORFF and DR. MARU ( before her metal implants ) and the notebook . A TERRAIN MAP in the center . Diana stands near the door watching , LISTENING . She walks to the wall of PHOTOGRAPHS .Diana hones in on the PHOTOS OF LUDENDORFF , even examining the PINS holding them to the board , then looks at THE NOTES .Everyone turns to look at her .Darnell glares at Steve . He 'd like to know that , too .Having learned what a secretary is , Diana does n't like being called one .General Haig takes a beat , then nods .Haig scoffs : mustard ?Diana 's shocked by the callousness . Sir Patrick looks at her apologetically .Before Steve can argue further , Sir Patrick speaks up --Diana expects Steve to defy the General like she defied her mother , but --Diana blinks , confused , astonished , disappointed .Diana gapes at him , sickened , betrayed .Diana storms out . Steve and Sir Patrick exchange a look --

We ca n't be seen sending troops into German-occupied Belgium when we're negotiating their surrender.

Are you insane, Trevor? I ca n't introduce rogue elements this late into the game.

Diana leaves the War Office in a rage . Steve follows .She wheels on him , furious and confused .Steve grabs hold of Diana 's lasso , wraps it around his wrist and looks right into her eyes .Steve 's surprised that last part came out . Diana 's skeptical .

Steve and Diana move towards a shady PUB . Diana squints , does n't like the look of this place .

Diana follows Steve into the seedy , dimly-lit pub . She gets a look at its rough ` n tumble clientele and frowns .Steve and Diana move behind a GROUP of OFFICERS , out slumming . One of them , SAMEER ( 30s ) dashing , exotic , has been holding court .The OFFICERS laugh , agree , as Steve and Diana approach .Sameer turns and glares . Sameer smiles to the men around him -- Forgive my rude friend -- and excuses himself .Diana studies the man with suspicion . And rightly so . He , meanwhile , is infatuated with her , all charm and smiles .YELLING O.S. , TWO MEN are having an argument that threatens to boil over . They tune it out as :Diana speaks Spanish .Then in Ancient Greek .Sammy blinks . He has no idea what she 's saying . Diana 's unimpressed .Sameer points at TWO MEN FIGHTING : a huge BRUISER beating the hell out of a smaller , younger man . Diana looks at the Bruiser and nods approvingly .The Bruiser lands a blow that knocks the smaller guy off his feet . Steve winces , nodding at the smaller guy .The two GRUNT at one another in Scottish slang , but the Bruiser sees Charlie 's got friends -- and quickly leaves . The surprisingly cheerful CHARLIE ( 30s ) gets to his feet .

But the luxuries we have now. It's like we ca n't stop making money. My uncle, the Prince, and I would keep it all, but we want to extend the opportunity to a few good soldiers --

And perhaps a picture of your lovely face. Something to keep me alive.

There is nothing we can do about it, Diana. We must keep moving.

Not everyone gets to be who they want to be all the time. Me, I wanted to be an actor, not a soldier. But I'm the wrong color.

Everyone's fighting their own battles, Diana. Just as you are fighting yours.

Already done. Now you two need to relax. There's nothing we can do until tomorrow. You said it yourself, Steve.

Yeah, we know Diana's capable of looking after herself, but I'm worried you would n't make it.

Wait. There's a whole island of women like her? And not a single man among them?

You saw what she did out there. The way she charged that machine gun nest. The way she took out that tower. Maybe it's true!

Dhanyavaad, Sahib. The Colonel and I wish many blessings and all manner of other things to fall upon your head --

I must apologize a thousand thousand times, my masters, for my most horrid, wretched, and unworthy soul has lost the Colonel's invitation!

Behind all beauty, all wisdom, there is pain. You must take your pain and make it beautiful.

Diana , Steve , and Sameer sit with bruised Charlie , Scottish and deeply drunk . A WHISKEY GLASS in each fist .Charlie downs the whiskey in a fluid sip . Gone .Diana looks at Steve , clearly concerned by his choice of reinforcements .Charlie grabs a drink from a patron who is n't looking .There 's a darkness behind Charlie 's polite smile .Deep down , Charlie already knows that .Diana hides her disdain as best she can .Sammy 's smile fades .The Bruiser that Charlie was fighting returns , this time with several ROUGH-LOOKING FRIENDS !Charlie 's knocked to the ground ! He does n't see Diana move fearlessly , grabbing the BRUISER -- as if he weighed nothing -- and tosses him across the room ! The Bruiser smashes into the wall , crumpling to the floor . His friends make a quick exit . Sameer is smitten , helping Charlie up .Etta arrives , flustered , a forced smile on her face .Steve , Sameer , and Charlie STAND out of respect . Steve glares at Etta . She shrugs apologetically , raises a hand : Just listen , you 'll see .Sir Patrick pulls up a chair .something that 's either going to get you court-martialed or killed .Thomas Paine , so eloquently put it , ` I prefer peace . But if trouble must come let it come in my time , so that my children can live in peace . ' Diana nods , liking the sentiment .Along with Ludendorff and Maru . A dark understanding passes between them . Sir Patrick nods .He slides an envelope to Steve .Diana turns to Steve .Steve looks at her , no time to argue .

No offense, cherie, but I do n't wan na get killed helping a girl out of a ditch, ya know what I mean?

Thank you, Chief, for that ancient tribal wisdom, that's very helpful.

If you could get through the gate I only see one guard at the door to distract.

We should scout the area. In case we need to beat a hasty retreat. What do you think, Diana? But when they look for her, Diana is n't there.

He only went and made us all spies! Oops. We're off to Petrograd! Oops.

Diana takes herself into the throng , OBSERVING all the DIFFERENT KINDS OF PEOPLE hustling and bustling in the station . The atmosphere is weirdly JUBILANT and GUNG HO . Two sikhs ride through the station on bicycles , a WILLFUL LITTLE GIRL runs away from her mother , NURSES and WOMEN FACTORY WORKERS board the train , solemnly and purposefully . Diana takes in an array of HUMAN EMOTION . Mothers CRYING , fathers PROUD , sons COMMITTED and BRAVE , going off to war . GIRLFRIENDS are swept passionately into BOYFRIEND 'S ARMS . DOGS are scooped up and hugged goodbye . Diana 's eyes well as Steve checks his WATCH .But Diana is engrossed with the joy around her . Steve looks around at what she 's seeing , then back at her a beat longer than he would expect . Diana watches a MAN and his DAUGHTER walk away from an ICE CREAM VENDOR , eating an ICE CREAM CONE . Steve spots her eyeing the girl eating , curious .Diana nods , smiling . Steve buys TWO ICE CREAM CONES . Hands her one . She examines it , delighted .Diana tastes it -- her eyes go wide , the best thing she 's ever tasted in her life .Steve pulls her away , sheepishly smiling and nodding at the confused vendor .Then Diana sees something odd as they board the train : a PUNCH & JUDY PUPPET SHOW , one puppet hitting the other -- people LAUGHING at the violence -- and to her , that 's very strange . Almost ominous .

The train sits at the top of Dover Docks . Its STEAM engulfs HUNDREDS OF ALLIED SOLDIERS disembarking , among them , Diana , Steve , Sameer , and Charlie . The new recruits are jubilant , singing `` It 's A Long Way To Tipperary '' as they walk toward the waiting STEAMSHIP . Steve checks his watch again --wo n't wait .Diana looks at the ragtag team Steve 's assembled , shakes her head .Diana 's confusion only grows as Steve LEADS a reluctant Diana and the group away from the soldiers , down a different path . NURSES in the same uniforms as the clean and pristine ones who boarded the train are now soiled , stressed , wretched as they transfer the WOUNDED YOUNG SOLDIERS from a HOSPITAL SHIP to a TRAIN back to London . Steve purposely BLOCKS HER VIEW of the wounded men and women . Diana pushes him aside , taking in the horror and despair until she can look no longer . She grabs Steve 's arm , firm . Steve looks at her , still thinking she 's a bit crazy -- but right now , she 's absolutely right . He does n't know how to stop it , but he nods at her just the same . The team moves towards a PASSENGER BOAT .

Diana looks around warily as she walks off the boat . She follows the team across the docks where workers load and unload HORSES , some of the animals wear GAS MASKS . Diana registers the bizarre sight .Steve nods .

The sky grows DARK as the sun sets , Diana and the team walk up to a CAMPFIRE .THE CHIEF ( 30 ) , a bright-eyed Native-American , steps to the fire , dropping more WOOD into it . He smiles .He embraces Steve , then nods and smiles to Sammy and Charlie .The Chief looks at Diana and , for the first time in the world of men , a man looks her square in the eye .Chief extends a hand to shake . Diana grabs his wrist in a manner not unlike the Amazons . Chief responds , grabbing hers back , seemingly familiar with the gesture . Both Diana and Steve are surprised . Chief speaks his NATIVE TONGUE --And Diana understands .Chief does not let go , still looking intensely in Diana 's eyes . She grips tighter . Surprised , he steps back with one foot . To stay on balance , she does so with the opposite . Suddenly , Chief and Diana are arm wrestling , each trying to throw the other off balance . Then Chief laughs , letting go , conceding lest he find himself flat on his face .Diana looks at a pile of packages behind Chief , along with some GUNS --Charlie grabs a RIFLE , looks through the SCOPE and gives it a kiss -- like a father reunited with his long-lost child . The others help themselves to GUNS . Steve , Sameer , and Charlie take BOTTLES OF BEER they pay The Chief for .Charlie 's the only one that does n't seem to mind . Steve looks at a MAP .

I have nowhere else and no side left. The last war took everything from my people. We have nothing left. At least here, I'm free.

Charlie FAST ASLEEP -- along with Steve and Sameer , around the fire . Chief is heating cans of food . Diana turns to RUMBLING in the distance .Chief hands her a can of beans . She tries it , frowns . Not all the food here is good . Chief counts his money . Diana eyes him warily --Chief stuffs the money in his pocket .Chief cocks his head to the side . How could she notBefore Diana can ask more about that , Charlie suddenly starts to murmur , suffering through some kind of terrible nightmare . Diana watches until -- Charlie CRIES OUT , waking himself and Steve and Sameer . Diana reaches out to Charlie , compassionately --Gruff , Charlie pulls away from Diana --Charlie gets up and grabs another BEER . Chief looks at Diana .Steve takes a BLANKET --She 's not cold , but Steve places the blanket on her shoulders anyway . The gesture is n't lost on Diana . She nods , appreciative .

SENTRIES patrol a fortified bunker deep in enemy territory . Ludendorff enters to find the GERMAN WAR COUNCIL , chief among them COMMANDER VON HINDENBURG .The way Ludendorff says it , he almost expects everyone to simply agree with him , but Von Hindenburg gets to his feet , angry --Ludendorff looks around , nods .Ludendorff turns and exits --

We do n't. There are shortages of food, medicine, ammunition. Every hour we delay costs thousands of German lives.

Ludendorff nods to Dr. Maru who throws a CANISTER OF GAS in . Maru watches curiously as Ludendorff then tosses a GAS MASK in . Von Hindenberg and the men look at the mask . Ludendorff closes the doors as the canister erupts . A COMMOTION within the room breaks out as the gas spreads . Unable to escape , the men desperately fight over the gas mask .Ludendorff cracks open a CAPSULE of GAS , inhaling it . Again , it 's a PAINFUL process -- again Ludendorff 's veins BULGE and PULSATE . With heightened strength , Ludendorff presses against the doors -- the SCREAMS of the dying men in the bunker seep out . It 's music to Maru . She can hear a HISSING as the gas scars the doors inside . Ludendorff pulls Maru away --74 OMITTED

DIANA , CHARLIE , SAMMY , and THE CHIEF follow STEVE down a MUDDY ROAD in the woods , the SOUNDS OF BOMBS in the b.g . Diana takes in the bleakness of the world . A cluster of villagers runs past . Fleeing from something . A BABY cries in its mother 's arms . Diana stares -- hears SCREAMS ahead . IN A DITCH on the side of the road , TWO HORSES pulling a CART OF MUNITIONS ( that has tipped ) are stuck in the MUD . A SOLDIER whips the horses , trying to get them out .Steve and the team jog down the road , Diana reluctantly following . A WAILING man is heard ahead .ON THE ROAD .Diana looks ahead to where a WOUNDED SOLDIER crying out in pain , surrounded by OTHER SOLDIERS trying to administer help ( as best they can ) .He continues to CRY OUT . Diana horrified .AS THEY MOVED FORWARD , Diana looks ahead sees beyond the woods -- NO MAN 'S LAND ... PRE-LAP : The SOUNDS of RAIN and THUNDER , which BOOMS , then fades into the SOUNDS of GUNFIRE and EXPLOSIONS .

Chief leads the team through the muddy Belgian countryside on their HANDS AND KNEES , bullets flying overhead . They stop at a DUGOUT ENTRYWAY to --

-- the ALLIED TRENCH at the BELGIAN FRONT . The team moves into the muddy trench , occupied by TOMMIES -- BRITISH SOLDIERS . Diana and the others get to their feet , bullets and shells whistling and EXPLODING overhead .Charlie motions past the shelling and flying bullets .Diana 's dismay grows . She looks at the faces of the frightened , worn-down soldiers as they move through a seemingly endless , narrow passage carved deep into the earth , walled on either side by SANDBAGS and DIRT , which is quickly pooling into MUD at their feet .The Chief tosses out PACKS OF CIGARETTES , MATCHES , and other goods to grateful soldiers . Diana watches the MONEY exchange hands , then she hears the sound of anguished tears : A YOUNG MOTHER , MARIE ( 25 ) , holds her DAUGHTER , NINA ( 6 ) , sobbing to The Chief . Diana listens , though Steve ca n't understand :Marie points : beyond the trench .Steve looks across no man 's land , shakes his head .Charlie takes a swig from his well-worn FLASK .She steps away from the group , turning away from them . Steve thinks she 's upset . But when Diana turns back to Steve , he sees her face of determination , wearing -- ANTIOPE 'S TIARA -- AND FOR THE FIRST TIME -- WE REALLY SEE WONDER WOMAN !Diana moves past the team , stepping over the top of the trench --

The Germans took everything -- homes, food... the ones who could n't escape... they took as slaves.

-- onto the BATTLEFIELD . DIANA stands in her WONDER WOMAN ARMOR with THE GODKILLER SWORD in her hand , THE SHIELD on her back , and THE LASSO SHINING at her side . She surveys the battlefield . It 's quiet . Empty . She takes a step forward ...IN THE GERMAN TRENCHA SOLDIER takes AIM at Diana -- and FIRES ! ON THE BATTLEFIELD The bullet moves towards Diana . With her heightened perception , she watches it in SLOW MOTION , swatting it aside with her bracelet . She blocks another --IN THE ALLIED TRENCHEveryone watches Diana with awe . Even Charlie has to admit --ON THE BATTLEFIELD Diana continues walking across the battlefield , step-by- step , blocking bullets . Her pace begins to quicken -- and then she starts to RUN . IN THE ALLIED TRENCH Steve 's heart pounds as he watches Diana . He motions to the team . He ca n't believe he 's about to do this , but --Steve and his team climb over the trench , leaving the hesitant British soldiers behind ! THROUGH A GERMAN SCOPE Diana races TOWARDS them , knocking bullets aside ! IN THE GERMAN TRENCH GERMAN SOLDIERS react , unsure of who or even what Diana is . One of the soldiers motions to others -- they lift a MORTAR , bringing it forward as the others continue to FIRE . Soldier after soldier joins in . ON THE BATTLEFIELD Diana runs , more bullets ricocheting off her bracelets . IN THE GERMAN TRENCH They FIRE a mortar into the air ! ON THE BATTLEFIELD Diana uses her SHIELD to bat aside the MORTAR SHELLS -- they EXPLODE around her ! With her shield , Diana blocks the increasing barrage of bullets coming at her ! ONE of TWO MACHINE GUN NESTS fires at Diana -- IN THE ALLIED TRENCH Inspired , the British soldiers SURGE OVER THE TRENCH WITH A CHEER ! ON THE BATTLEFIELD The SECOND MACHINE GUN NEST fires at Diana -- She does her best to repel the machine gun fire , but together the two are SLOWING HER DOWN , taking a toll . Diana falls to one knee , then turns , grateful to see behind her -- Steve , the team -- and the allied soldiers ! Steve raises his rifle and takes out some of the shooters , giving Diana some relief . Charlie lays down cover fire as The Chief tosses Sameer a GRENADE . Sameer lobs it at the NEST ON DIANA 'S RIGHT . The EXPLOSION knocks the machine gun off its base . The second nest continues to fire on Diana ! Diana leaps up into the air , jumping down into the second nest ! She lands inside behind the soldiers , spinning around -- slamming into them . She raises her shield and smashes it onto the machine gun , breaking it apart ! Steve , the team , and the Allies POUR INTO THE GERMAN TRENCH , battling the soldiers within ! Diana looks at the village of Veld ahead of them . Grits her teeth .While the allies clear the trench , Diana takes off through the rain and the mud toward the village ! The team heads after her !

Diana and the team reach the village , taking cover as they 're fired upon . Diana looks to Steve --Before anyone can argue , she races towards the gunfire . Diana , sword at her side , shield on her back -- runs , avoiding gunfire and grenades ! Steve leads the team , covering for them as they follow Diana . Steve fires --Diana jumps onto the wall of a building , springing off it , SMASHING through a WINDOW of another building -- the source of more gunfire !

Diana lands in the middle of a group of ARMED GERMAN SOLDIERS . She goes into action , kicking a TABLE -- smashing it into two soldiers ! She deflects bullets with her bracelets , turning to the other soldiers -- sending them flying with her fists , her shield . She hits a SOLDIER , he FLIES through a window --

-- the soldier falls onto the street -- where we FIND Steve , Sameer , Charlie , and The Chief following Diana 's trail . They watch as ANOTHER SOLDIER is thrown out of a window , then they round a corner -- and find themselves pinned down by gunfire . The Chief hands Steve a grenade -- he tosses it , blowing up the nearby shooters . As they continue to fight their way into Veld --

Diana continues to fight her way through the building , breaking through a DOOR -- taking on more German soldiers inside ! Diana rushes one , colliding into him -- using him as a shield as she crashes out of a LARGE GLASS WINDOW --

-- Diana lands on a nearby rooftop . Steve watches her run across it as he and the team head deeper into Veld , all in the same direction . Suddenly , Steve and the boys are pinned down from gunfire by a TANK . Charlie motions to a walkway between two buildings in front of the tank . The Chief throws a grenade -- Charlie shoots it , causing it to explode ! The walkway falls , blocking the tank . Steve and the team make it to the center of the village to find a TANK surrounded by DOZENS OF SOLDIERS . Sammy throws more grenades , but it 's not enough . The tank has them pinned down -- until -- Diana rushes the tank , BARRELING into its side like a bull -- the tank is thrown end-over-end across the town square ! The soldiers react in shock . Steve and the team use the opportunity to push forward . As the team flanks up against a building , they see locals LOCKED inside , crying out for help from behind CHAINED DOORS . IN THE TOWN SQUARE : Diana blocks bullets with her bracelets , soldiers surrounding and firing on her from all sides . Steve throws two CONVENTIONAL GRENADES -- blowing German soldiers by Diana sky high . Diana turns to see Steve joining her . As more soldiers pour in , one starts climbing the ladder up the BELL TOWER . BACK TO THE VILLAGERS trapped in the building -- the team breaks open the doors , letting them out . ANOTHER ANGLE Diana tosses the German soldiers around like rag dolls . A German has Steve in his sights until -- Diana races in , breaking the German 's gun and sending him to the ground . She takes out several soldiers around Steve . Diana continues to block bullets while Steve fires -- they work side-by-side , until -- BANG ! The German in the bell tower starts firing down at them . The team scatters , trying to help the villagers . Steve motions up --Diana sees the SNIPER at the top of the bell tower . Steve motions to Charlie --Charlie pulls out his rifle , AIMS UP -- peering through the site . But he 's shaking . Sweats . Sameer watches as Charlie FIRES ! The bullet ricochets off the bell and gives away their position . The sniper turns against Charlie , Chief , and Sameer . The three flank against the wall , Sameer looks at Charlie , who is devastated .But the lens looks fine . Steve tries to take a shot at the bell tower , but he ca n't do so without exposing himself to the shooter .Steve looks at Diana , an idea forming .He taps her shield . Diana looks at him , remembering Antiope 's jump . Steve holds the shield PARALLEL TO THE GROUND . Diana runs toward Steve , JUMPS UP ONTO THE SHIELD -- and she launches herself high into the air ! The sniper looks through his scope -- HIS POV Diana leaping up AT him , gritting her teeth , angry -- BACK TO SCENE Diana SMASHES into the sniper -- breaking apart part of the tower -- sending him flying to the neighboring rooftop below ! UP ON THE TOWER : Diana stands , strong and powerful -- the definition of heroic . Then -- CHEERS ! The TOWNSPEOPLE gather , emerging from hiding , celebrating this heroic victory ! Diana looks down at them -- Steve among the villagers , in absolute awe of Diana .

A PHOTOGRAPHER takes a DAGUERROTYPE of Diana , Steve , Charlie , Sameer , and The Chief standing in the village . FLASH . The photograph sees our team imbuing a sense of pride and accomplishment . Steve 's face is turned towards Diana 's , with a look of something more than admiration . Moments later , Diana walks with Sameer . They look back at Charlie , head hung low , shaken . Charlie fumbles with his flask , dropping it .Diana considers this , then she turns , sees The Chief with a small group of BELGIANS from the trench , including Marie and her family . All of them ragged , sleep- deprived , and starving , but hopeful . The Chief dispenses bread and cheese . Diana notices that no money changes hands . Steve walks to her .Diana studies Chief with new eyes , touched by the man 's generosity . Her previous opinion of these men continues to come into question . A CHEER goes up from the liberated TOWNSPEOPLE who are busying themselves in preparation for a party to celebrate their heroes .

Diana comes in to find Steve behind the front desk of the inn , on the TELEPHONE .INTERCUT WITH :

ETTA is on the other end of the call .Steve sees Diana standing on the stairs . He picks up an extension and offers it . Diana listens in ( it 's her first time using a phone ) :At first thought , Steve thinks : That does n't sound lucky .SIR PATRICK enters the room , overhearing ...Steve motions her to please stop talking about `` Ares . '' Then Diana , a terrible realization .She turns and look at Trevor .Steve 's not sure what to believe at this point .A beat of silence as Steve makes a decision ...But Steve has clicked off .

The tables are crowded with VILLAGERS and all the food the Germans left behind . Beer flows . Tea lights twinkle . A FEMALE PIANIST plays , singing as couples dance . The atmosphere is warm and jovial . Diana and Steve stand at the edge of the crowd , unable to put the urgency of their mission aside and join in . Sameer approaches them with two tankards of ale . Steve waves them off .Sameer puts the ale in front of Steve and Diana despite his protest .Sameer strolls off . Steve drinks . Diana does , too , surprised by the flavor .Diana smiles and nods , the world of men is an acquired taste .Steve and Diana drink in unison . She nods , seems to like it better . A young girl hands Diana a FLOWER . She 's moved . So 's Steve .Diana puts the flower behind her ear then moves out on to the dance floor .Steve finally smiles and moves out onto the floor to join her . He takes her left hand and moves his arm around her waist . It 's the first time they 've touched . Which they 're both keenly aware of .Their faces are very near to one another 's , neither makes a move to pull away .Diana moves a bit closer to Steve , smiles . The music changes as a NEW PIANIST begins a beautiful melody , breaking into song with an incredible TENOR VOICE . Diana and Steve look towards the piano and see that it is CHARLIE WHO IS PLAYING AND SINGING . Diana ca n't help but be surprised once again by these men . Sameer and The Chief join the people crowding around Charlie , smiling , laughing , grateful . As the emotional song continues , they sway for a beat , holding each other and then a SINGLE SNOWFLAKE falls . Diana looks up as more and more white ice falls from the sky , sprinkling her hair . She holds out a palm , CATCHING A FLAKE and sniffing it .Steve takes it in , seeing beauty where she does .Diana rests her head on Steve 's shoulder . Steve ca n't remember loving anything as much as this feeling .But something in his eyes tells Diana he 'd like to find out . Diana thinks she might , too . Steve pulls her in closer . She looks deep in his eyes .The way Diana says it -- that look in her eyes -- for the very first time in the film Steve finds himself believing her story -- desperately wanting to believe it .

Steve lays Diana gently down on the bed , brushing her hair from her neck and KISSING IT . Diana 's eyes are wide and shocked by the ELECTRICITY of those LIPS ON HER SKIN . She looks up at him , runs her hands through his hair and pulls him to her , mouth-to-mouth , the most perfect , passionate FIRST KISS ever . ... Steve 's TICKING WATCH on the nearby nightstand .

The morning sun looks brighter to Diana than normal . She smiles , turns to see the team , Steve dressed in a GERMAN UNIFORM . They 're rounded up with HORSES .Everyone looks at Diana . The way she says it , Sameer and Chief believe it -- and it feels good . Sameer smiles at Charlie -- who forces a smile back , struggling to agree .Sameer pets his horse with a smile .The Chief nods , but Diana spots Charlie 's hesitation .Charlie brightens at a rare compliment from Diana .Despite Sameer 's protests , Charlie starts to SING LOUDLY -- but joyfully -- as the team moves on . OFF Diana , moved by the continued goodness she 's discovering within these unlikely men .

Diana leads the men on HORSEBACK . They trail behind . Diana turns , smiles , unaware Steve 's just told them all about her .Chief nods in agreement .Steve wishes he does , but deep down he does n't ...

Through the trees , still on HORSEBACK , Diana and the team see the WELL-GUARDED fortress that is German High Command . Steve uses FIELD GLASSES to survey the scene . Chauffeured LIMOUSINES go through a HEAVILY-GUARDED CHECKPOINT at the gate , behind it , a long line of cars delivering well-dressed GUESTS to the ENTRANCE of the chteau , a SINGLE SENTRY stationed there .The Chief gets off his horse , hands the reins to Sameer , then wanders off into the forest . Charlie looks through his scope : several guards at the gate , but only one at the door .Only Charlie laughs .Suddenly , a gleaming , ROLLS-ROYCE LIMOUSINE pulls into the forest , The Chief in the driver 's seat .Steve looks at Diana .Steve climbs into the back seat and Sameer drives the limo off .

A CAR rolls past the CHECKPOINT GATE , another stops . GUARDS take an INVITATION from the driver , then wave the car on . IN THE NEXT CAR Sameer , wearing a TEA TOWEL AS A TURBAN on his head , watches the exchange , alarmed .Steve in the back , decked out in his GERMAN UNIFORM .Sameer has no choice but to pull up to the guards . One of them holds out his hand , waiting for an invitation -- but Sameer takes the surprised guard 's hand with both of his !Thinking fast , Steve belligerently yells at Sameer , startling the guards .Sammy grovels to the guard , kissing his hand . The guard tries to pull it away !Steve checks his WATCH .The bewildered and uncomfortable guards shoo them on . As they drive , Sameer grins , glancing back at Steve .Steve 's smile fades when he sees soldiers setting up a VIEWING PLATFORM with ROWS OF SEATS . Steve does n't know why .AT THE FRONT OF THE CHTEAUSameer opens the LIMO DOOR for Steve .Sameer smirks , bows . Steve heads to the chteau , watching him bowing and blessing to Germans . Steve shakes his head as he enters ...

Diana , her cloak concealing her armor , watches from the shadows as Steve disappears inside . Frustrated , she searches the exterior of the chteau for another way in , but she 's distracted by the insistent HONKING of a CAR HORN behind her . Diana turns to find a stunning , exquisitely dressed woman , FAUSTA GRABLES ( 30 ) in an extraordinary gown , leaning over her driver and honking the car 's horn in a futile attempt to get the traffic moving again .Infuriated , she marches up the long driveway toward the door . Diana steps out of the shadows and into Fausta 's path .But when Diana does n't get out of her way -- and instead sidles up to Fausta to see if they 're the same height ...Which is when Diana delivers a quick , judo-like CHOP to Fausta 's neck -- where it meets her lovely shoulder -- causing Fausta to collapse and lose consciousness . Off Diana , catches Fausta as she falls ... For the first time in her life , Diana enjoys her own roguishness . Like one of the boys .

I am not spending the entire evening out here, you idiots. Move your cars! I said, move!

Steve walks up the stairs , spotting the KAISER at the head of the RECEIVING LINE atop them . Ludendorff is next to him , talking intensely to Dr. Maru . As much as they try not to , people ca n't help but stare at Maru .Hindenburg and the others are .Maru is taken aback by his firmness . Feels eyes staring at her . She 's used to rejection , but not from him . She nods and breaks off , moving into the GRAND BALLROOM . An ORCHESTRA plays , COUPLES waltz , CHANDELIERS blaze . The room is full of OFFICERS , their WIVES and prominent CIVILIANS in formal wear . Maru moves to a FIREPLACE , staring at the fire .Maru turns to face Steve , holding TWO GLASSES OF CHAMPAGNE -- he offers her one .Steve keeps one eye on Ludendorff . Maru notices . He covers --She 's not falling for the man , but there 's something about him ... a faint recognition --Maru stares into the fire , captivated .Maru ca n't help but stare back deeply into Steve 's eyes , surprised to find her heart racing . For a brief moment , she 's unsure of what she 's feeling .Steve 's about to get the answers he needs when -- DIANA , in Fausta 's gown , MAKES HER ENTRANCE , at the top of the stairs -- her uniform underneath , the GODKILLER peeking out from the back of her dress , the hilt looking like a piece of JEWELRY . Heads turn at the stunning Amazon . Steve 's completely torn , does he stay and gets his answers from Maru -- or stop Diana from getting to Ludendorff ? Maru makes the decision for him --DIANA AND LUDENDORFF 'S EYES MEET . It is an INTENSE moment . She examines him , trying to confirm with her own eyes that he is Ares . Steve desperately wants to get to Diana , the tension thick : What is she going to do ? Seeing the most beautiful woman in the room , Ludendorff ca n't help but give Diana a courtly bow , kisses her hand .He offers her hand to dance . She takes it , sizing him up .Diana understands , tenses .Her heart pounds .ON DIANA There 's no question now : This is Ares .She desperately wants to reach for her sword , but he 's still holding her .Ludendorff looks over at a soldier . He checks his watch , relaxes his hold on her .Just as he turns his back on Diana , she reaches for her SWORD . She 's about to draw it when -- Steve gets between them , facing her ! He pulls Diana away from Ludendorff , taking her hand -- dancing with her as cover .The dancing is anything but what it was in last time .Reminding Steve of her strength , Diana uses only her fingers to PUSH Steve away -- as if he were nothing -- and he almost loses his footing . Diana looks for Ludendorff -- he 's left ! She runs out . Steve follows .

Diana exits , looks around , spotting Ludendorff , Maru , and the soldiers entering one of the ch�teau 's TOWER HOUSES , which is quickly secured behind him .Diana starts running towards it when -- the sound of a MISSILE launching from the guardhouse . Then another . And another .Their eyes follow the PATH OF THE MISSILES -- she understands , horrified , see the target is --Diana runs off towards the village while the audience at the chteau behind her bursts into APPLAUSE and CHEERS .

Sameer has regrouped with Chief and Charlie . Chief and Sameer look up at SMOKING TRAILS in the sky , left by the missiles , while Charlie peers through his SCOPE at the chteau .Suddenly , they spot Diana racing through the forest on her HORSE .Steve rides up to the team , out of breath .Steve chases after Diana !

Racing through the woods in the distance , Diana now in her armor on horseback -- her torn off dress discarded , floating behind her . She arrives at the outskirts of the village , which is now entirely engulfed in a THICK , COLORED CLOUD OF GAS . She dismounts , enveloped by the gas . She ca n't see anything in front of her , but knows immediately that all the villagers have perished . She has trouble breathing , her EYES RED AND STINGING . BLISTERS on her skin .Tears fill her eyes .Diana walks out to see -- Steve arrive , dismounting . Diana points at Steve , her blisters HEALING before his eyes .Steve freezes in his tracks .Steve is rattled --Steve sees a TRAIL OF SMOKE in the sky in the distance .They followed Ludendorff -- Diana rides off in a fury .Steve starts to get his horse , then sees an abandoned MOTORCYCLE on the road into town and changes his mind .

Along the road , Diana comes upon a GERMAN SECURITY POST : THREE GERMAN SENTRIES but she refuses to stop . She KNOCKS the Germans aside like bowling pins .

The last wash of sunlight FADES as NIGHT takes over . Diana rides on horseback through the countryside at amazing speed -- driven , possessed by rage . She heads towards Charlie , Sameer , and The Chief -- who are all at a FIRE Chief has set , used to create the SMOKE SIGNALS . He points to the top of a hill . She rushes past them and up the hill ! Cresting the hill , we see an AIRFIELD -- she heads down towards it . Steve is n't far behind her , racing past the team !

As Diana storms towards the airfield , her eyes land on the CONTROL TOWER , where she sees -- LUDENDORFF on the balcony , looking out over the airfield , a hive of activity . She charges the tower , flipping off her horse and over a BARBED WIRE FENCE -- she takes out more Germans -- slashes through a SECOND BARBED WIRE FENCE -- fights to the tower and -- Diana lassos a soldier on the balcony , yanking him down then leaping up to the tower herself !96,97 OMITTED

Ludendorff turns as Diana arrives , wielding the GODKILLER . He smirks , scoffing --He aims his GUN at her ---- Ludendorff FIRES at Diana ! She blocks the bullet with her bracelet , ricocheting it back at Ludendorff 's gun ! It explodes in his hand ! He cries out in pain , shocked ! Diana lowers her smoking bracelet , looking him in the eyes -- assuming he knows who she is now after that display of power .Ludendorff turns away from Diana , cracking open a BLUE CAPSULE . He inhales -- it 's painful but powerful , veins bulging .99 OMITTED

Diana sees Ludendorff 's veins bulging , almost supernatural -- her eyes widen with confirmation . Diana moves quickly , thrusting the Godkiller at him . He dodges it . She strikes him in the face with her fist . They trade blows . He grabs a BAYONETTED RIFLE mounted on the wall . Ludendorff uses the rifle as A GUN , A SPEAR , and A SWORD . He HITS Diana again and again -- but Diana strikes back with such FORCE that he flies backwards through the WINDOW and onto the narrow walkway outside . Ludendorff struggles to his feet --

Diana CHARGES AGAIN . Ludendorff manages to escape being gored by CLIMBING UP TO THE TOWER ROOF . Ludendorff stands , holding his bayonet , as Diana LEAPS up on the roof to join him -- and the BATTLE RAGES on , SWORD AGAINST BAYONET , both so close to plummeting to the ground with every volley . But then Ludendorff lands a BLOW that sends Diana and his bayonet sliding over the roof 's edge . She manages to grip the ledge but loses the Godkiller . Pulling herself back up with incredible effort she sees that LUDENDORFF HAS THE GODKILLER .WITH VEINS PULSATING BLUE , LUDENDORFF SWINGS THE SWORD DOWN TO DELIVER THE KILLING BLOW -- But Diana BLOCKS it with her bracelets !Ludendorff STRIKES AGAIN AND AGAIN until Diana grabs the blade with her BARE HANDS . It cuts deep , drawing blood , she CRIES OUT in pain . Summoning impossible strength , she grips the blade and SHOVES it back with such force that Ludendorff loosens his grip . For the first time we see that he is afraid . Diana stands over Ludendorff , raising the GODKILLER .Diana PLUNGES THE GODKILLER INTO LUDENDORFF 'S BODY . His body crumbles to the ground , the blue in his veins fading away like a light going out ! ARES IS DEAD ! She breathes heavy , takes in the victory , reveling in it . Her mission accomplished . Her mother would be proud . Antiope . All of the Amazons . The battlefield is quiet . A storm begins to simmer in the sky . Then she hears a GERMAN COMMANDER screaming at his troops . Her brow knits with confusion . Diana looks out over the airfield -- her face falls . HUNDREDS of `` HELLMEN '' SOLDIERS wearing strange customized GAS MASKS emanate from Dr. Maru 's lab , working with HUNDREDS OF GAS BOMBS . To Diana 's horror , nothing has changed . Ares may be dead but -- WAR CARRIES ON .Steve is on the balcony below .Relieved she 's okay , Steve sees Ludendorff 's body on the edge . Diana turns to him , lost ...Steve registers her confusion , but follows her gaze to the growing threat below . No time to explain --She leaps down to Steve , eyes wide with shock .Steve sees the crisis on her face , forcing himself to slow down and tune into it -- sad knowing the reality Diana 's about to face . His heart breaks for her .Steve finally says what he has n't had the heart to say all along .She looks out at them . The truth slowly sinking in as she tries to understand -Diana 's disbelief begins to turn to anger .Steve knows they 're out of time .Diana does n't respond . She is n't there yet .It kills Steve to release her hand , but he has no choice . He has to . He does and can only look back , hoping she 'll follow . Diana 's left alone , everything she ever believed in destroyed . She watches as Steve runs off --

Steve joins the team as they arrive and regroup --Despite their hesitation and confusion about that , the team follows Steve towards the hangar --

Diana takes in a breath , SMELLS the CHEMICALS in the air , HEARS the sounds across the AIRFIELD -- she has become hyper aware of the harshness of the world around her . Diana turns , seeing a FIGURE THROUGH the windows looking at Ludendorff 's plans . For a brief moment , she thinks it 's Steve .The figure pauses , then looks over at Diana . Diana wonders : Who is it ?The figure finally speaks --She looks closer , a shiver up her spine -- confusion overwhelms Diana as she sees it 's --Sir Patrick is there , like a dream -- or a nightmare -- calmly gazing over at Diana THROUGH the glass .Diana freezes .Alarmed , Diana reaches for her sword -- but her hand grasps at nothing -- she quickly realizes it 's still in Ludendorff ! Diana leaps OUT OF FRAME to retrieve it !

Steve and the team regroup , taking cover behind a hangar , Charlie scanning the area with his scope .They duck behind CRATES as gas-masked soldiers march by . Sammy points out over the airfield at -- -- the enormous , modern PROTOTYPE BOMBER on the runway , being loaded up with bombs . The workers hurry as the storm continues to build around them .Steve watches as a soldier motioning to the crew to pick up the pace . Steve and the team see soldiers loading bombs in the back of the plane . Steve motions to the team and they head around the back of the hangar .

Diana leaps down from above , the GODKILLER back in her hands -- she circles the tower like a tiger , looking THROUGH the glass -- but Sir Patrick remains very calm .As he speaks , Diana holds the sword with TWO HANDS , trying to regain her confidence but struggling . Stepping in the doorway , he vanishes . She looks around . Finds he 's suddenly outside .Diana cocks back her sword for battle when Sir Patrick disappears again -- reappearing behind her . She spins and plunges the GODKILLER into him -- Sir Patrick simply holds up his hand and the sword DISINTEGRATES INTO A CLOUD OF DUST , right down to the hilt ! Diana ca n't believe it --Diana 's mind reeling --Diana throws her LASSO around Sir Patrick , who does n't try and avoid it . On contact with Sir Patrick , the lasso glows BRIGHTER than previously seen --Sir Patrick calmly looks into her eyes , the lasso 's GOLDEN ENERGY courses between them .107 OMITTED

I am not your enemy, Diana. I am the only one who truly knows you. And who truly knows them as you now do. They have always been, and always will be weak, cruel, selfish, and capable of the greatest horror...

Zeus left the daughter he had with the Queen of the Amazons as a weapon to use against me.

I am not the God of War, Diana. I am the god of truth... All I ever wanted was to show my father how evil his creation was. But he refused.

And I, the only one wise enough to see it, was left too weak to destroy them myself...

revelation ) All I do is orchestrate an armistice I know they will break, in the hope they will destroy themselves. But it's never been enough...

When you first arrived I was going to end you, Diana. Then I felt something I have n't for thousands of years. Stronger.

And I knew that if only you could see what the other gods could n't...

All the suffering. All the pain and destruction they create. You would join me.

With out powers combined, ( ALT ) we could finally end this. With our powers combined, we could finally end them.

She is the perfect example of these humans. And unworthy of your sympathy in every way.

Steve and the team put on GAS MASKS and JACKETS pulled from a handful of UNCONSCIOUS SOLDIERS they leave behind as they creep around the hangar to the plane . Steve and the team blend in with the crew working on the plane .

Sameer boards the plane while Steve moves to the front wheel , trying to get a better look at the plane 's position . The Chief spots soldiers examining a MAP just inside the hangar . As they walk away , The Chief sneaks in --

The lasso is still tight around Sir Patrick , crackling . Diana holds it , still unsure what to think --As Sir Patrick runs his finger along the lasso , a SURGE of energy runs from his hands and down towards Diana -- into her , causing her to see FLASHES OF THE PAST . Each is like a pulse that fades and returns us to the scene at hand .FLASHBACKS - EXT . NO MAN 'S LAND - DAYWe PUSH THROUGH the bleakness of the world .

Somewhere dark , ARES shivering , powerless ... the remnants of his armor CRACKING and BREAKING APART around him .

Maru at her workbench . The SPECTRAL FORM of SIR PATRICK whispering silently to her , unseen by anyone . A STRANGE WIND passes as he does . Her eyes light up . She starts mixing chemicals frantically .END FLASHBACKS .

The FLASHBACKS FADE and we RETURN TO Diana 's stunned face .Sir Patrick clenches his fists . His neck pulses .more than you could ever hurt me . Diana 's eyes narrow , trying to understand . Sir Patrick 's hands begin to FLICKER with FIRE --Sir Patrick runs his finger along the lasso , energy arcing down the lasso and into Diana ! As it hits her --

VISION - -- they are transported to the barren , war-torn No Man 's LandDiana looks around her .The barren no man 's land transforms into a lush , `` Garden of Eden '' -- like Themyscira itself !CLOSE ON DIANA taking it in . Sir Patrick smiles , pleased . But Diana resists .INT . CONTROL TOWER - NIGHT ( REALITY ) The VISION around Diana VANISHES , they are `` back '' in the control tower .

Steve tries to pry open a panel on the plane , looking for a way to sabotage it somehow -- when a German soldier approaches Steve , suspicious . The German is about to yell when -- THUMP ! Charlie lowers the butt of his rifle onto the German . Steve nods in appreciation then -- notices a CHILL as the wind starts to rise . Steve looks over , his face grows tense -- DR. MARU approaches the plane for inspection with MORE SOLDIERS . They retreat to the shadows !

Sameer moves past ROWS OF BOMBS already loaded . He spots something -- a TIMER wired to the bombs !

The Chief examines the map , horror covers his face when he sees the plane 's target : LONDON .

Sir Patrick looks angered -- he almost had her . His eyes narrow .He quickly GRABS the lasso -- and a VIOLENT ERUPTION OF ENERGY ERUPTS -- AND THE CONTROL TOWER EXPLODES ! ! !

A DEAFENING explosion erupts across the airfield , demanding everyone 's attention ! It 's overwhelming and chaotic , putting the soldiers in panic mode : They 're under attack ! Steve and the team react , unable to see what caused it , retreating to the shadows to find out --Dr. Maru turns to A THREE-MAN CREW -- PILOT , CO-PILOT , and the BOMBARDIER . She calls out --

Steve and the team race across the airfield , searching for cover .

Diana pushes herself up off the ground , gazing over at Sir Patrick , who simply floats down -- burning debris all around them . Getting to her feet , Diana runs towards Sir Patrick . CLOSE ON SIR PATRICK calmly looking out at the DESTRUCTION and Diana , he flicks his hand -- through his sheer force of will , Sir Patrick lifts the TOWER DEBRIS around Diana ! Girders rise , toppling over on either side of Diana as she races towards Sir Patrick ! Diana dodges them , running through the gauntlet -- gazing up as a LIGHT shines down , toppling towards her -- Diana leaps out of the way !

Diana throws her lasso at Sir Patrick , but he holds his hands up and blasts it back !Diana lassos a GIRDER , swinging it back at Sir Patrick -- but he hovers above it ! The debris smashes into a gas tank , exploding !

Fighting through the growing storm , Diana races towards Sir Patrick -- he raises his hands like a conductor , ripping chunks of the tarmac up ! Diana avoids one -- smashes through another -- then leaps in the air as a MASSIVE CHUNK OF THE EARTH rises -- Diana leaps into the air , towards Sir Patrick --

Hidden behind the crates , Steve and the team remove their masks and see Diana and Sir Patrick battling ! Steve reacts to Sir Patrick levitating !Steve looks to the plane .

Diana leaps at Sir Patrick , but she blasts her back under the hovering CHUNK OF EARTH ! Sir Patrick motions , SENDING the chunk CRASHING DOWN TO THE GROUND -- but Diana zips out of the way -- in a blur , she slams into Sir Patrick , sending him flying -- CLOSE ON SIR PATRICK catching himself , gazing up , crackling with LIGHTNING .

Charlie peers through is SCOPE at the plane ...Steve looks over at Diana then the plane -- and he realizes what he has to do ...But Steve is already running towards it . The team go into action !

Diana grabs a LARGE WOODEN CRATE and throws it up at Sir Patrick . Sir Patrick raises his hand -- and the crate appears to hit an INVISIBLE WALL , breaking apart , revealing HUNDREDS OF GRENADES INSIDE ! The grenades hover for a SPLIT SECOND -- then Ares sends them down towards Diana ! Diana grabs a LARGE BOMB nearby and THROWS it into the air towards the GRENADES -- causing a MASSIVE EXPLOSION ! The explosion sends Diana and Ares FLYING backwards across the AIRFIELD !

Steve sees Diana smashing across the airfield . He rushes to her side ! The team watches as the truck moves the plane forward . Charlie aims his gun -- shooting straight into the engine ! The truck SMOKES and HALTS , the plane stopped for a brief moment as -- Steve helps Diana up -- He starts to talk , but Diana 's ears are RINGING . She can see him , but not hear him .IN THE FIRE - CONTINUOUS ACTION ACROSS THE AIRFIELD , within the BURNING FIRE ... CLOSE ON ARES ' HAND awakening , clutching the EARTH .

Steve talks to Diana , but her ears are still ringing . THROUGH CHARLIE 'S SCOPE Watching as the truck moves the plane forward . ANOTHER ANGLE Charlie aims his gun -- shooting straight into the engine ! The truck SMOKES and HALTS , the plane stopped for a brief moment as -- Chief puts his hand on Charlie 's gun , lowers it .The plane 's blades start SPINNING ! The team fights the airmen around it , clearing the path Steve asked them to . ANGLE ON DIANA AND STEVE struggling to say good-bye ...Steve looks at Charlie , who motions to the plane . Soldiers are firing at the team , others have unhooked the tow truck -- so the plane is moving forward again ! He presses his WATCH into her hand . She looks at it , confused , then looks up to see him running away . One last look at Diana , lingering , his heart breaking -- then he races to the plane . Confused , Diana calls after him --Steve runs past the team , towards the plane .The team hesitates for a second , looking at the hangar --They share a look -- and then go anyway -- Steve leaps onto a ladder on the wing of the bomber , climbing up as the plane moves down the runway .

On the WING , Steve pulls himself to the DOOR , opens it . Steve 's confronted by the BOMBARDIER as he enters . They grapple , Steve throws him out !

Diana turns towards a burning fire . CLOSE ON DIANA gazing into the fire .

Steve fights with the BOMBARDIER , throwing him out of the plane . IN THE FIRE - CONTINUOUS ACTION SIR PATRICK SUMMONS scraps of METAL all around him . One piece slams against his body . Then another . And another . Faster and faster . ANGLE ON SIR PATRICK using the FIRE to FORGE the METAL on his body -- recreating ARES ' ICONIC ARMOR he wore in `` The History Lesson ! '' CLOSE ON ARES ' HAND wrapped in metals , forming a FIST . CLOSE ON ARES ' FINGERS digging into the MELTING METAL on his head , creating the shape of his HELMET .

Walking out of the fire , WE REVEAL Sir Patrick now in his ARES ARMOR . Diana sees ARES -- and runs straight at him . Ares calmly walks towards Diana . He creates TWIN SWORDS out of thin air -- his power growing thanks to Diana , Ares is able to conjure any MAN-MADE WEAPON at will -- and throws the swords at Diana ! Diana blocks the swords , falling back to the ground . CLOSER ANGLE ON DIANA a BLOODY GASH at her side . ANOTHER ANGLE Ares charges Diana -- he conjures a SPEAR , throwing it at Diana . She blocks it , but again is thrown back as the weapon combusts -- slamming into a TRAIN CAR . Ares does not relent , conjuring TWIN SWORDS -- swinging them at her -- she dodges the blades , BLOCKS them with her bracelets --112-114 OMITTED

Steve moves deeper into the bomber to the PILOT and CO- PILOT . The CO-PILOT gets UP , pulling his GUN . The pilot cautions him , motions to the GAS BOMBS --The co-pilot nods , puts his gun away -- spots another weapon . The co-pilot rips a FIRE HATCHET off the wall , swinging it hard . Steve dodges the hatchet -- then slams his fist into the co-pilot , sending him back against the GAS BOMBS -- Steve wrestles the hatchet away from the co-pilot . Steve slams his fist into the co-pilot -- and he crumples to the ground . Steve fights the Pilot , tossing him back , taking the controls . Steve pulls a lever --116,117 OMITTED

As the bomber lifts up off the runway into the air , BOMBER DOORS open , dumping out the Pilot and co-pilot .

Charlie , Sameer , and Chief enter the hangar . GUNSHOTS ring out as Dr. Maru desperately gathers her NOTES , trying to save her work ! The team looks out across the lab , seeing DIFFERENT DRUMS OF CHEMICALS -- ready to be MIXED to create the gas . They start kicking over the drums , dismantling the lab , setting CHARGES --

ARES conjures a HOOK and CHAIN , throwing it at Diana , wrapping it around her arm -- he throws her across the airfield ! Diana slams into a tank , denting it . She stands up -- just as ARES swings a MASSIVE SWORD , the power of the blade SLICING everything in its path -- Diana dodges it as the power SLICES the TANK in two !

Diana leaps up at Ares as he conjures a HATCHET , tackling him -- they crash onto the top of a HANGAR ! Diana digs her hand into the roof , stopping herself .

The team moves out across the lab , The Chief setting CHARGES -- -- while Dr. Maru escapes out of the hangar with her notebooks , turning back for one last look before disappearing .

ON THE HANGAR ROOFTOP -- Diana THROWS HER LASSO around Ares ' arm , yanking him forward -- Diana throws her KNEE into Ares , knocking him UP -- and then throws her elbow , knocking him DOWN . Ares barely moves out of the way as Diana SMASHES her foot onto the roof , narrowly missing his head . Ares conjures a LARGE HAMMER , Diana dodging it as he swings . She wraps her lasso around him , tossing him over her head . CLOSE ON DIANA her rage growing . ANOTHER ANGLE Ares conjures a LARGE SWORD , stabbing the roof , stopping himself . Ares launches at Diana , grabbing her by the neck , lifting her into the air off the hangar .

Ares THROWS Diana across the airfield . She slams into TANKS and VEHICLES , springs back onto her feet . Ares uses his GROWING POWER to throw TANK TREADS at Diana . The tread wraps around Diana , slamming her to the ground ! LIGHTNING CRACKLING across them as they TIGHTEN around her . Pinned , Diana is overwhelmed by a feeling of desperation .

Charlie lights a trail of alcohol poured from his flask , leading to a STICK OF DYNAMITE . They run out --

Outside the lab , Charlie covers Sameer and Chief while they throw GRENADES in and -- THE LAB EXPLODES !

In the cockpit , Steve uses all his strength to fight the G-FORCE pulling against his body --

For a brief moment it 's victorious , but DOZENS OF SOLDIERS come at the team from all directions ! BULLETS whizzing by , the men take cover ! The team returns fire !

Charlie fires and -- CLICK -- his face falls - he 's out of ammo . They 're all out . Trapped . They know it 's over --

Trapped by the treads , Diana turns , seeing the team on the ground , out in the open ... Ares hovers over Diana , tightening the treads around her with the movement of his hand .Diana hears the sound of a plane and she looks up into the sky -- the plane soaring up into it ...

Steve breathes , flying the plane high . He looks back at the burning factory , LAUGHS ... soars higher into the air ... then he looks back at the GAS BOMBS filling the plane . Steve pries his GUN from his holster , pointing it backwards towards the GAS BOMBS .

Diana is suddenly overwhelmed by a feeling -- almost otherworldly -- a connection -- to Steve -- absolute dread on her face --

STEVE 'S jaw is set , determined . He shuts his eyes ... thinks of Diana ... and then -- HE FIRES HIS GUN !

-- and the BOMBER EXPLODES ! Enveloped in a cloud of GLOWING GAS that burns itself up in the explosion . A HORRIBLE SCREAM , emanating from deep within Diana !CLOSE ON A LOW PROFILE OF DIANA struggling with the tank treads . She explodes with grief and anger -- freeing herself from Sir Patrick 's hold . He stumbles back ! IN A RAGE , Diana turns to Ares -- jumps into the air at Ares , slamming her foot down across him . Diana tackles him , leaps up -- they crash through a hangar , GERMAN SOLDIERS watching , scattering as Diana slides Ares across the ground . Ares punches Diana off him , motions towards a TANK -- it turns , FIRING at Diana ! She rolls out of the way and catches the shell , throwing it back at the tank ! As it explodes , German soldiers RUN -- until Ares sees them -- and using his growing power , takes them over . They all freeze in place . CLOSE ON A GERMAN SOLDIER THROUGH his GAS MASK we see his eyes turn black . ANOTHER ANGLE The soldiers AIM their guns at Diana , firing dozens and dozens of BULLETS -- she blocks them , charging towards Ares . As the soldiers move in all around her , blocking her way -- CLOSE ON DIANA her eyes begin to DARKEN . She 's lost in Steve 's death , transformed into a VIOLENT MACHINE ! In a brutal , stunning move , Diana attacks the soldiers in a fit of rage . She decimates the soldiers ! One after the other ! Tearing through them ! She spins through the crowd , slamming into the soldiers -- building to a SUPER SPIN that blows them all back ! Diana charges Ares , flipping over and around him , dodging his sword , kicking him , leaping away , landing , and throwing her LASSO around his leg . She wraps her lasso around her own leg , flipping him over her head , slamming him down onto the ground ! Diana leaps into the air , smashing her elbow into his back . Breathing heavily , full of anger , Diana pulls Ares up , getting close enough to realize -- ARES IS SMILING . She 's almost his .Diana pauses , breathing heavy like a wild animal . But resists . Ares blasts Diana back into a TANK . Trying to anger her into fighting .Diana lifts up the tank !But still Diana resists , the darkness in her eyes flickering , Ares sneers with disgust , he turns towards -- THE RUNWAY . -- using the winds to take hold of a MILITARY VEHICLE Maru is desperately trying to escape in . The vehicle SPIRALS towards Diana , spinning end-over-end and breaking apart . MARU tumbles out -- lying in front of Diana BENEATH THE UPHELD TANK .Diana looks at Maru , the anger boiling in her . Maru cowers . Her METAL MASK FLAPPING OFF in the wind , grotesque and pathetic .CLOSE ON DIANA her eyes BLACK as she struggles ... she wants so badly to end Maru .Diana stands over the trembling , terrified woman -- about to crush her . But Diana hesitates ...Diana snarls , her arms shaking with the weight of the tank over her head . Her anger threatening to overtake her . Ares uses his power on Diana 's lasso , wraps it around her , holding it tight .Maru looks up at Diana . Diana looks down at her ...She closes her eyes and in her mind ... but it is n't the ugliness of mankind .FLASHBACK - EXT . AIRFIELD - NIGHTShe sees STEVE . Their last moment together replaying , but this time she hears him --He presses something into her hand . She looks at it , confused , then looks up to see him running away .Diana looks down in her hands at Steve 's watch . END FLASHBACK .

A GOLDEN GLOW begins to emits from Diana , a warmth within her building . The lasso CRACKLES with power , building up a SURGE OF ENERGY that explodes , runs from Diana , running down the lasso and into Ares , blasting him backwards ! Diana opens her eyes .Ares EXPLODES in a NASTY , SNARLING , VICIOUS rage ! He raises his hand -- A MASSIVE STORM OF DEBRIS smashes down towards Diana and Maru ! It strikes into the tank , but Diana does n't move !The debris combusts around Diana , unable to harm her ! Diana HURLS what 's left of the tank aside . As Diana turns to Ares , Maru runs away . She walks CALMLY towards Ares .Ares commands everything around him , bringing a MASSIVE SWIRLING STORM of DEBRIS AND WEAPONS TOGETHER -- he charges at her in a FURY ! But she holds her ground , deflects the barrage and then -- absorbing the power -- sends Ares back ! Ares falls back , his helmet blown off . Diana walks towards him . He stands , creating a MASSIVE LIGHTNING BOLT SPEAR .Diana stops , `` catches '' the massive lightning bolt in her gauntlets . The energy courses between them .Ares CRACKLES WITH LIGHTNING , summoning EVERYTHING HE CAN from the STORM ABOVE !Ares sends all of the lightning at Diana -- she raises her gauntlets `` catching '' it !Diana runs towards Ares as he unleashes the very last of his power , erupting towards her . Diana LEAPS into the AIR over Ares ' last blast . She crosses her bracelets midair . She sends the lightning BACK INTO Ares ! Ares cries out as the lightning strikes him , overwhelming him ! Ares EXPLODES ! A HUGE ERUPTION of POWER creates a CRATER in the Earth ! And the God of War is gone FOREVER . As the rain falls all around her , Diana 's feet land softly onto the scorched earth below ...

The rain washes away the blackened smoke from the sky , DAWN breaking through the clouds . Diana looks around , the soldiers rousing , as if they were waking up from a nightmare , the better side of man returning . They pull their gas masks off . Dr. Maru has vanished . Diana gazes out over the battlefield , looking at the team , the Germans -- the last of the ASH swirling around her as the SUN RISES . The sunlight hits Diana 's face ... Diana looks at Steve 's watch -- it 's finally stopped ticking . SERIES OF SHOTS People all over Europe , explode in cheers . For them , the war is over .

Wonderful chaos in Trafalgar Square ! CONFETTI , STREAMERS , FLAGS , people embracing with JOY . HORNS and BRASS BANDS . CHEERING SOLDIERS with CROWNS OF FLOWERS in their hair GRAB pretty NURSES for a kiss . DRUMS THUNDER BY . Diana and Etta walk towards the massive , wondrous celebration . Diana is dressed as Diana Prince , hair up , glasses on . Etta is dressed up , like everybody else partying in the streets . They take in the joy .Charlie , Sameer , and The Chief , cleaned and scrubbed and wearing suits , join Diana and Etta .Etta stops in front of a recently erected wall of WAR MEMORIAL PHOTOGRAPHS . Steve looks dashing , happy , and very much alive . Diana 's already fighting tears .She forces a smile .

DAY ) THE PHOTOGRAPH : Diana , in WONDER WOMAN ARMOR , and her TEAM .She contemplates the faces of friends long dead , her eyes linger on STEVE TREVOR .Diana takes Steve 's watch from her pocket , turns it over in her hand twice , feels its smoothness . The watch has stopped -- and has been stopped since the moment Steve died . She places the watch beside the photograph . AT HER COMPUTER : Diana is typing an e-mail , BRUCE WAYNE 's name the recipient : `` Thanks for bringing him back to me . '' Just as Diana presses SEND , a news alert pops up on her screen . A fire has broken out in a downtown building , people trapped .SMASH CUT TO :

Diana in her WONDER WOMAN ARMOR stands atop a building , smiles -- Then she leaps right AT us , into action !SMASH CUT TO BLACK . FADE IN :

POST-CREDITS SCENE . [ NOTE : This is a POST-CREDITS SCENE , leading to JUSTICE LEAGUE . ] On the SAME CLIFF where Diana saw Steve 's plane , HIPPOLYTA stands on the shore , looking out over the ocean , thinking about her daughter . A beat . Then Hippolyta turns -- as if she hears something -- just as VENELIA rides up to her . Venelia dismounts .

In the center of the PENETRALIUM -- PUSH IN ON : THE MOTHER BOX ... IT GLOWS .SMASH CUT TO BLACK .THE END

Ben Ripley Based on a screenplay By Peter Filardi October 9, 2014 SONY PICTURES Niels Arden Oplev, Director Furthur Films Laurence Mark ProductionsFADE IN ON:

Buildings. Traffic. Restaurants. Busy sidewalks. Normalcy. SUDDENLY A WOMAN COLLAPSES Random woman. Stricken down. Right there on the sidewalk. She's CONVULSING now. It's a VIOLENT SEIZURE. Her eyes rolled back. Limbs rigid. Her whole body possessed. Every muscle constricting. Something inhuman and ghastly about it. HER POV HER BLURRED SIGHT -- strangers rushing up to help -- their mouths moving but the sound all muffled -- And it's hopeless. She's dying. We're pulling back. Senses closing down -- drawing away from the world and -- DARK SCREEN The whine of the FLATLINE TONE. On it goes... five seconds... six... then a TITLE -- small -- in one corner -- flatliners VOICES OVERLAPPING now -- washing in and out of coherence -- a TRAUMA TEAM at work -- tense -- fast -- as we remain in COMPLETE DARKNESS -- --THUNK! An electric shock from a DEFIBRILLATOR and --

Later. Calm now. LAUREN -- the woman who collapsed on the street -- she's lying in a bed. Awake but pale and shaken. Her vital signs track across monitors.COURTNEY here. She's 26. All the gear of a third-year medical student -- white coat, phone, stethoscope. Her pager an old-school touch -- necessary because it gets reception everywhere in the hospital. Pockets crammed with sheets of patient data. Her eyes are locked on Lauren. A gentle but insistent examiner.Lauren not really registering any of this.No response. Courtney ignoring her buzzing pager. Intent on Lauren.Lauren finally reacting. Turning to look at Courtney.This is vitally important to Courtney. But are the words even getting through? But the moment passes now as TWO ORDERLIES wheel a gurney into the room. Courtney disengages, stepping aside --

You were dead. And the trauma team brought you back. Do you remember any of that? If you felt anything? Saw anything?

Well, they did. You graduated with honors. An epidemiology fellowship in Porton Down.

Don't worry about me. I've got a whole year and a half left here. I'll do my best.

Do you want me to forgive you for ending it? Is that it? So you can move on with only good memories?

I wonder if you'd help me with a little extracurricular project of mine. A side interest.

"Oh, Once One Takes The Anatomy Final, Very Good Vacations Are Heavenly."

It's a mnemonic phrase. For remembering the twelve cranial nerves.

I really would love your help. Meet me at the hospital tomorrow. At midnight. What I'm working on, it might interest you.

Sublevel C. Take the freight elevators all the way down. Then go through a door next to some old rat cages.

They put it in five years ago, in case of a natural disaster, or loss of power. It's a fully-functioning hospital. And it never gets used. Come on.

Medical knowledge has always gone dark at the moment of death. The brightest minds throw up their hands, admit their own ignorance and helplessness. But it doesn't have to be that way. We can push back on it, lift the veil, for seconds, minutes even, see what's there.

We can't know for sure until we observe exactly what happens in the brain at the time of death. So I'd like you two to stop my heart.

I'll be in the imaging scanner. We'll get real-time pictures of my brain's neuro-chemical activity. Give it a minute or two, then bring me back.

This is propofol. 50 cc's will knock me out. I'll be wrapped in a cooling blanket, bringing my core body temperature down to 86 degrees. Once that happens, you guys will administer a defibrilator shock to stop my heart.

I've signed a release. It's there on the table. It absolves both of you from any responsibility.

I'm young. I'm in excellent health. You're both trained in emergency medicine. Reviving me should be fairly straightforward.

It is now 12:18 a.m. I've looked at the schedule for security patrols and cleaning crews down here, and we should have the next 45 minutes to ourselves. So let's get going.

Jamie can resuscitate me. Priya, you'll make sure the scanner is recording what's going on in my brain post-mortem. Without hard data, this whole exercise is pointless.

I'll be fine, as long as you pull me out in time. Brain cells can function without oxygen for at least four minutes.

It's natural. My own survival instincts. I expected this. I'm trying to block them out.

It started very gently. No pain. Just an untethering. I floated to the ceiling. Saw my body lying there. Priya and Jamie there.

The rooftop of the hospital. I saw that, too, and I've never been up there. I saw a big, blue "H" where the helicopter lands. And a wind sock. It was windy.

I wouldn't call it that. It was more like... pure energy. A feeling of intense power. It was very sexual, actually. There was no sense of time passing, either.

My great-aunt Josie. She used to bake bread with my sister and me when we were little.

I remember how we made it that day. And I remember her. How she looked. The scarf in her hair. Her shoes. The smell of the soap she used. Oh, I've missed her.

Carbemazepine has an eleven-percent chance of reacting negatively with lamotrigine, which is Miles's other drug.

Capgras is an impairment of the brain's facial recognition center.

V.S. Ramachandran, in his book Phantoms of the Brain, links frontal cortex dichotomies like this to Capgras.

What do you think about knocking this down? I've always wanted a loft!

Priya thinks it's just synaptic surges. The amygdala dredging up old memories.

There's no time. Cleaning crew comes down there in twenty minutes.

Monday. March 22nd. 2:15 a.m. There has to be an explanation for what's happening to me. Hypothesize hallucinations brought on by neurochemicals released by flatlining.

Option two, rewiring of the frontal cortex, impairing perception.

Courtney leaving Lauren's room -- and right into a crush of activity. Staff swirling about. Intercom's droning on. And Courtney pulling out her stack of patient files to write up notes -- and her pager buzzing insistently when -- Suddenly. Her hand. It's Lauren. The orderlies have wheeled Lauren out here and she's taken hold of Courtney's hand. Wants to say something. Courtney leans down. It's an effort for Lauren to speak.Courtney silent. Struck by that. And she wants more, needs to ask Lauren a dozen follow-up questions -- But they're wheeling Lauren away, off into the tumult of the busy hospital and --She turns. Here comes a great-looking guy. LANE is 27. Smart and accomplished. A travel bag slung over his shoulder.Courtney finds herself holding a KEY. Her breath catches, but she recovers quickly.He's almost hopeful there. Ready to say a fond farewell. Courtney about to let it pass, but --Courtney looks down at her pager, like it's gone off.Her easy smile. This is how it ends. Lane dismayed.A little wave, then she breezes off the other way. She rounds a corner, out of Lane's sight, and stops there. Pockets her pager. Shuts her eyes. Feeling the ache of abandonment. And then it's back to work, rejoining the swirl of responsibilities.

Ultra hi-tech. Screens everywhere. Several patient rooms arrayed around a central nurses' station hub. Glass walls allow for visual monitoring of each patient, all of whom are hooked up to vital sign sensors.

PARAMEDICS wheel in a COMATOSE PATIENT. Taking notes is MARLO. 25. Another third-year student. Diligent. Top of her class. On the fast track and always gets the details right.Here's RAMON. Unlike the other med students, he's slightly older. 30, maybe. Nothing precious about him. No overlay of Harvard wit. He's seen more of the world, as if he's had another life before this.The paramedic leaving the room. Ramon trying to block Marlo out as he examines the patient. It's a constant contest of one-upsmanship between the two of them.Suddenly -- ALARMS from the monitors. Bad news. The patient's vital signs plunging --Both of them jolted -- and now two ICU NURSES rushing in here -- and the NEUROLOGY RESIDENT not far behind --

Transfer from Holy Cross. 38-year- old construction worker, fell off a beam, persistent coma, GSA 6.

Standard procedure for a GSA 6 admit calls for an IV line and pharmacy orders for diazepam and paraldehyde.

Seizure meds won't do any good. Whatever's wrong is in his spinal column, not his brain.

The medical protocol of actually living in the real world where guys like him with crappy HMOs go undiagnosed for spinal injuries.

Actually, he's on seizure meds. Which is the medical protocol of reading his chart.

Who knows where he's from? Wonder what glitch in the admissions process let him end up here?

So you could savor the Thai shrimp skewers. Sam, I asked you here so we could see one another for more than twenty minutes each day.

I hate to break this to you, but the wedding's not going to happen on its own. We have to start making some decisions.

No, it's the ventral tegmental area. The oldest part of the brain. Governs thirst. Hunger. Romantic love.

I don't know what this is. If there were brain chemicals released, the after-effects could still be in her bloodstream.

It's like your brain rewired itself. You've got access to everything you ever learned.

She hasn't been to bed. She told me she ran to Dorchester before dawn this morning.

I'd pull you back out. Maybe. Got to admit I was pretty good with that defibrillator.

Would it kill you to admit I might be just as good a doctor as you?

Then stop going around like Mister Emergency Medicine, CPR whiz.

After my three minutes, these are the interventions I want and their specific order. Where's Ramon?

If I don't come out right away, I want you to intubate me. Okay? Force the oxygen.

Listen to me, dummy. Just because you didn't have Ivy League onesies in your nursery doesn't mean you don't have the right to be here.

Sam's on a business trip. I don't like being alone in the house.

It was two months ago. It was my E.R. rotation. Patient's name was Shirley Gudgeon. We admitted her for a jelly fish sting.

There was Taxol in her system. I'd been on duty 36 hours. I forgot to ask her if she was taking any other medication. She'd still be alive if it wasn't for my screw-up.

I saw her. Shirley Gudgeon. She was in my flatline. Along with some crazy long number I don't understand.

First I tell you I'm responsible for the death of a patient. Then I go and cheat on my fiance.

Seriously. What do you see in me? We fight all the time. We disagree on everything. What do you like about me? Beyond the obvious fact I'm really hot.

Sounds like anaphylactic shock. 50 cc's of Benedryl should stabilize her.

Maybe it's a gift. Maybe it's the gene sequence of our neuro-protein.

If you want me to feel sorry for what happened, I do. If you want me to say it, I will.

Shirley? Do you hate me? I didn't know about the Taxol in your system before I gave you Benedryl.

It was so nice. Being with you. Realizing you liked me after all this time. And now you have to go spoil it?

And who asked you to care about me, anyway? I'm getting married and becoming a doctor. A Harvard- trained physician. I worked my whole life for this. I made one mistake. Admitting it is not going to bring Shirley Gudgeon back. All it'll do is end my career.

Say it. Because this is the last conversation you and I are ever going to have. Go ahead. If I was willing to change the report, then...

I saw the dean. I confessed to changing Shirley Gudgeon's autopsy report. I also told him I helped Courtney flatline, that I was the only one who helped her.

I've spent my life trying to become someone I thought other people wanted me to be. I never asked what I wanted.

Funny. We know how life ends now. And yet we still can't say what the end really is -- God or just the fireworks of a dying brain.

Like last week? When you thought delirium tremens was Parkinson's Disease?

We could've used you last night. We were backed up in the NIC-U.

You know, I think I got mixed up. Says here the resident wanted a cognitive test for that guy, not a testicle exam. I can't imagine how I passed on the wrong orders to you.

Too late. She's ischemic. We need to intubate. Take over chest compressions.

Priya, charge the defib to 400 and crank the cooling blanket back down. Cold is good.

I don't know what to think, other than you're all pretty stupid. She's lucky to be alive.

None of us here are radiologists. Who knows what we're looking at?

I don't care what happened or didn't happen. I worked too hard to get in trouble over some morbid fixation you guys have.

You all think you're medical pioneers? You're just rich kids screwing around before you become wealthy specialists with Harvard bumper stickers on your Mercedes.

-- Priya, take over compressions for me so I can shock him again --

Courtney, start chest compressions. I'm going to push one cc epinephrine, followed by sodium bicarbonate.

Aren't three flatlines enough? What else do you need to find out? This isn't science. It's Russian Roulette.

No one in my family ever went to college, let alone became a doctor. They had a scholarship for city workers. I said "what the hell?" Never thought I'd get in. Had to go back, take bio courses, organic chem, all the pre-req's. I had no idea what I was getting myself into. Every day, walking around MGH, I feel like an impostor. I'm not like you. You were born to be a Harvard doctor.

Four months into our first year, you were assisting in the oncology ward. A patient was there for her first round of chemo. She was anxious and scared. You sat with her. Calmed her down. Asked about her kids, her job. You were so kind to her. Your guard was down. You didn't think anybody was watching. But I was watching you, through the door. I walked by three hours later, you were back there checking on her again.

Wolfson knows we're holding something back. The school's going to investigate Courtney's death.

Look, we're rational people. Whatever's going on here, there's a logical --

There has to be a scientific explanation for all this. Ghosts don't exist in the world.

I pulled Shirley's autopsy report. It says nothing about Taxol in her bloodstream. So I went back and dug up the path lab's notes of her blood tests. There it was. Taxol.

So you made it look like she died of shock instead of a drug you gave her.

The dean, Marlo. You need to tell the dean you changed the report.

You really don't see the issue here? Shirley Gudgeon. Your flatline.

This is exactly about your career. If you were willing to change an autopsy report...

Marlo didn't show up for call. Her phone and pager are sitting in her bag in the residents room.

I left my wallet up in surgery. Can I charge it to my student ID?

The clerk puts the number into the touch screen. Ramon twists the screen to have a look -- a STUDENT PHOTO there --

A few months back you had an ER rotation with Marlo. Remember? There was a patient. Shirley Gudgeon.

Priya, where are you? I just found something out about Marlo. Call me back.

Marlo. It wasn't your fault. Shirley Gudgeon wasn't your fault. She wasn't taking Taxol. Brad Poitras gave her Taxol -- by mistake. Brad screwed up. He screwed up and he knew it and he didn't tell anybody. None of it's your fault.

But that's not why you have to come back. I care about you, Marlo. I've never met anyone like you. This whole experience has shown me that I want to be with you. I should've realized it sooner. I should've told you. I should've...

They finished the investigation into Courtney's death. Wolfson asked to meet with us this afternoon.

Where have you been? Wolfson gave us the most disturbing speech I've ever heard.

His ICP's still elevated. See when he was last given an anticoagulant.

Marlo and Ramon ejected out here. Heading their separate ways but can't resist a few parting shots --Now Ramon's pager going off. More work.

A gleaming, high-tech chamber. In the middle of the room, two MED STUDENTS are having after-hours sex up on the operating table. They're wearing leads and sensors that they've plugged into vital signs monitoring equipment. JAMIE is 27. A glib troublemaker inconveniently burdened with a high intelligence. KELLY is 25 and currently in the throes of passion --Kelly takes a hit from an INHALER -- instantly screaming agony -- ecstasy -- -- HOLY SHIT!!! -- WHAT'S HAPPENING?? -- Jamie also takes a hit -- they're raving lunatics now -- -- IT'S A CYCLICAL ORGASM! -- THE NITRUS OXIDE IS TRIGGERING AN AVALANCHE OF NEUROPEPTIDES -- (Kelly thrashing around--) -- NOREPINEPHRINE IS SHOOTING THROUGH YOUR SYMPATHETIC NERVOUS SYSTEM, WHICH WE ALL KNOW IS A BRANCH OF THE AUTONOMIC NERVOUS SYSTEM -- -- OH, GOD, SHUT UP!!! --

You're looking good. BP's 130 over 90. Pulse-ox saturation at 98.

Mountain Dew laced with Adderol, followed by a double espresso. I call it the Heart Attack.

Nothing you can't handle, right? Fact is, I was on a very important pediatrics consult then.

No, I can invent it right now. Six- month-old boy. Cranial deformity. Maxillary hypoplasia. Heartbreaking, but fully correctable with surgery.

Okay, sir, gotta give you a testicle exam. Should just take a minute. Excuse the reach...

I don't enjoy it either. Just close your eyes and pretend I'm the candy stripe girl.

It's all so self-congratulatory. These stodgy old docs with their white wine and lifetime achievement awards.

It's yesterday's thinking. I certainly didn't come to Harvard to spend the next forty years doing prostate exams.

Today it's all about being an entrepreneur. Fifteen percent of our class will be graduating with a second professional degree along with their MD.

I'm just saying, there's major money to be made out there. Why practice medicine when you could run a hedge fund or start a bio- tech company? Or write a book. Give Ted lectures. Go on CNN.

First years are having a wing-ding. Dorm punch and a DJ, but I'm not above it. I can't wait for the anesthesia rotation. Those guys have access to the best drugs.

I like it. Scanners. Cameras. Our choice of beds. We can be as loud as we want.

So you think there's some protein hiding in the brain that no one else has discovered?

Then we burn her body, work out our alibis and pretend like nothing happened.

Soon as you're dead, I'll crank you into the scanner. Then I'll count to thirty and pull you out. I'll heat up the blanket, when your core's back up to 93 degrees, I'll give you one cc adrenaline, then 200 Jules of current to restart your heart.

If you see Amelia Earhart, find out, you know, what happened to her plane.

Okay, so we're moving on... she's dead almost a minute now... and now this area lights up. The hippocampus.

I once did LSD. I stayed awake for three days. Keep an eye on her, okay?

I was with you until the end. No one puts a bumper sticker on a Mercedes.

It was great in there. I had the whole city to myself. I was all- powerful. Could go anywhere. Like an angel.

I can't say for sure, but I'm going to slip her some ativan. It won't hurt her if I'm wrong. But if I'm right, it'll stop the seizure before it hits.

Man up, Cynthia, and tell your parents whatever you haven't been able to say to them and end this expensive psychosomatic charade.

Listen. We'll talk about all this later. I have a few things of my own to tell you. But if the school finds out we've been flatlining, we'll be expelled. And you can say goodbye to your future. Any notes you've taken, destroy them.

I'm going to get into Courtney's apartment, get her computer, whatever I can find. Meanwhile, stay calm and try to do your jobs.

I'll go first. A month ago, I'm in a market and I spot a girl I used to know. There's a little boy with her.

She was a waitress at my parents' country club out in Milton. I got her pregnant. Promised I would help her out. Go with her for the abortion. But I never showed up. I couldn't deal with it. Tell the truth, I forgot about her. But that kid would be around the right age.

Was this in my head? I was attacked, on my boat, not two hours ago.

They exist in us. And something's going on here. Like a process. When you die, you see the things you've done. I did. We all did. What if the bad things, whatever's on our souls, what if we've brought it back from the flatline into this world? Like a reckoning. The question now is what are we going to do about it?

Deal with it. I don't know. But we can't ignore this, or what happened to Courtney may just happen to us. It's already started happening.

To apologize. It's my fault. I took off on you. I've been in school, actually. A lot of school.

That summer -- I was stupid. I got scared. I panicked. I should've been there for you.

And I want to make amends. Do what's right. Help you out. Money. Anything. Tell me what you need, Alicia.

To make our expulsion from medical school all the more memorable. Look around, kids. This may be our last time here.

Just outside. Curtains drawn over the OR windows but we HEAR Kelly and Jamie shrieking like banshees and --

Huge complex. All lit up at night. First time we see it from the outside. MGH is Boston's most prestigious teaching hospital. Like the city itself, it's a mash-up of styles and eras, 19th-century stone abutting cutting-edge modern. CUT TO: A BRAIN IMAGE Glowing on a screen in gorgeous, 3-D color. Neural tissue twists and folds. Electrical signals flash between hemispheres like cloud lightning. Dark rivers of cortical blood circulate amid vast, candy-yellow networks of neurons.

Quiet. After hours. One person in here -- Courtney. And she's lying inside the dome of a FUNCTIONAL MRI SCANNER. She speaks into an ear-piece --Faint CLICKING sounds now. Electro-magnetic fields emanating from the scanner's spooky, monolithic halo.

An MRI TECH at a workstation. Bathed in light from screens. Minutely adjusting his controls. Mysterious sorcery.ON SCREEN - COURTNEY'S BRAIN Imagery ZOOMING IN -- pushing through neural tissue. The inner precincts of her living brain are sponge-like, wet, pulsing. But what's really happening? MOMENTS LATER Scanner's off. Courtney in here reviewing her brain imagery with the MRI tech. She's discouraged.The MRI TECH's heard enough. He's packing up.She's pulling out her bag, her wallet.He's walking off. Courtney frustrated. Staring at the screens. Her own brain up there.

We've gone over your entire pallidinal aspect, just like you asked.

Three nights now, you're paying me off the books to stimulate your brain and you won't even tell me what you're trying to make happen.

You know what happens, the hospital finds you in here using a five- million-dollar f-MRI without permission? I already have a day job. I'd like to keep it.

You Harvard students think you're some superior species, like the rules don't apply to you. But they do.

Ten p.m. The grand atrium. Vast, open space. A hundred desk lamps. Banks of computers. Courtney packing up her books. Exhausted by another study session. Backpack on. She's walking out now when she spots --PRIYA on the floor there in a little alcove. Crying. Priya's 25, second-generation Indian-American and currently surrounded by textbooks and drowning in stress.

Did you know that there's twelve nerve systems just within the cranial area? There's the oculomotor. The trochlear. The glossopharyngeal. And nine others whose names I can't remember.

I can't absorb any more terminology. I've got this rash on my arm. I haven't slept in two months. And in three weeks, we start a whole new rotation with its own lexicon of specialized terms.

Our first year. Remember? We'd sit together in lecture. Go running along the Charles. Stop at the Beanpole afterwards. Triple caramel macchiatos.

We barely talk anymore. All we do is work. And compete. Who's the fastest to make a diagnosis of Parkinson's? Who impresses the chief resident with her quick recall of the five symptoms of stroke? Quick, list the seven primary side effects of Ativan.

We've got a shelf exam in ten days. I need to spend all my extra time studying. Because I honestly don't think I'm going to make it.

They say he was on the rodeo circuit in Wyoming. Like a bronco rider. A full-on cowboy.

Courtney, you have to tell me what's going on. Midnight to two a.m. are my prime studying hours. I don't have time for --

Look, let's just let her sleep it off. She'll wake up and we'll pretend like we followed through with this.

She had us stop her heart. It was an experiment. We can't get her back!

Your pulse is elevated, and you've got some mild bruising from Jamie's cave-man chest compressions. But your lungs are clear and your temperature's fine. You seem okay, for having been dead.

This doesn't prove anything. It could just be residual electricity. Synapses burning out, shutting down.

We've been ramping Miles Evergreen up on meds for 12 hours but his epilepsy hasn't been getting any better. Now he's developed a skin rash.

Adele Gunther, 44-years-old, admitted with mild confusion, claims her family and friends are impostors, she doesn't recognize them. She's too young for dementia, we're sending it out to psychiatry for a consultation --

You pulled that carbemazepine crap out of nowhere. Drug warnings run twenty pages long. How could you possibly remember reading it?

-- I'm seeing signs of herniation in his pupils, his limb posture --

It's funny. Both of you flatlined, but your outcomes aren't the same. Courtney's focused on the past. Memories. Recipes. Everything she ever learned.

Whereas you, you're in the here-and- now. You're observing the world, crunching data, making new diagnoses. What's that got in common with Courtney?

I saw what you did during rounds. And Courtney, too. Flatlining made you better doctors, made your minds work faster.

Doesn't matter, mom. Whatever threats you make. I'm 25 years- old. Succeed or fail, from now on, I'm doing it on my own. Goodnight.

Her younger sister. It was years ago. Courtney was supposed to be babysitting her, but she was downstairs with her boyfriend. Her sister hit her head in the tub. By the time Courtney found her, it was too late.

I was seventeen. Her name was Irina Wolshack. I stole her diary and read it out to the whole school over the intercom.

You do? My name's Priya. I went to school with Irina at Thomas Carlyle High School.

Priya. We didn't know each other well. I mean, I knew her a little.

Thing is, I'd love to get back in touch with her, if that's possible. Is there any way you could give me her phone number or address?

I stole your diary and read it to the school over the intercom. Remember?

It was an awful thing to do. I keep asking myself why I did it. It was so unlike me.

I'll check her house. Ramon, try the other wings of the hospital.

There is no oxygen. We've shocked her. Given her 800 cc's epinepherine. Chest compressions.

She gave it to me. Maybe she sensed something was going to happen to her.

It's yours, Ramon. You were the only one who never wanted anything out of this.

WINDY tonight. Like a restless spirit. It rattles the trees, swirls the dead leaves, gusts over rooftops. Courtney bundled up, heading out. Priya beside her.Courtney hesitating there.Priya yanks her bike out of the bike rack when --That gets Priya's attention. Courtney bundling up, slipping off into the darkness.

7 a.m. The big complex cranking up for another day. DOCTORS and STAFF of all departments streaming through here, heading for banks of elevators. CAMERA FINDING Ramon walking. Jamie, carrying two cafeteria cups, falls into step with him.And they're off into the elevators and --

Morning meeting. Wall screens glow with MRI and CT scans of patients. Rapid-fire presentations going on. Handful of bleary-eyed RESIDENTS in here. The STROKE TEAM off to the side. And our med students observing from the back row -- Priya, Jamie, Ramon, Marlo and Courtney -- together with two others -- Kelly and BRAD POITRAS. And presiding is DR. BARRY WOLFSON, head of the department, bone-hard facts man, do not mess with him, listening as a RESIDENT presents a case --Brad's a smug go-getter med student --Silence. Dr. Wolfson not pleased with them. He removes his glasses, eyeing all the med students now.No one moves. All of them trying to recover from that.Marlo's turn in the hot seat. Flustered, she pages through her notes.She's agonizing there. Jaw tightening. Finally --Everyone turns. Ramon slouched against a wall, arms crossed, eyes lowered. He's gotten her off the hook.

25-year-old female, admitted last night, complaining of numbness on her left side, nausea, vomiting.

You all need to do better than this. You know the largest age demographic in America? It's you. Young adults in your twenties. There's a thousand people waiting to take your place. The world does not owe you a living. A decade ago, this school admitted fourteen percent of applicants. Today, the rate is less than half that. Never before have so many competed so fiercely for slots here. We're not in the business of training country club doctors or students who only do the minimum amount of work necessary. We're here to educate those who push themselves.

Those capable of discovering new insights, actually moving the dial on human knowledge. And if that sounds like too much for any of you, leave now.

Marlo. If I told you the patient's family background is Mediterranean, Greece, Turkey, what's the diagnosis?

She went into severe status epilepticus overnight. We brought her under control, put her on a drip.

She seems comfortable. Keep monitoring her EEG and we'll check back this afternoon.

A jogger was passing her apartment building. She was at the bottom of a fire escape.

We may know more after the autopsy, but they think she fell at least three floors. I'm sorry. I know you all liked her. For now you'll need to divide her patient load amongst yourselves. We still have a hospital to run.

There was a young doctor once who wanted very badly to be rich and famous. One day, walking in the woods, he met Death strolling there. Death said to him: "Here's how you'll become a great doctor. Whenever you visit a sick person, you'll see me there in the room. If I'm at the head of the bed, your patient will live. If I'm at the foot, the patient will die." The young doctor then became famous for always knowing which patients would live and which would die.

One day the King became ill and sent for him. The doctor went in and saw Death at the foot of the king's bed. So he turned the King's bed around so that Death now stood at the head. The King recovered. In his gratitude he made the doctor a very wealthy man. But then Death took the doctor down to the underworld, into a huge cave with thousands and thousands of candles burning down. The length of each candle showed how much longer a person had to live. "This is fate," said Death. "

When someone's a candle burns out, I come for him." The doctor saw his own candle was very short and started pleading with Death to spare his life. Death told him there was nothing he could do. But the doctor insisted. "Just take a new candle and put it in the place of my old one, so I can live a long life."

Death asked if that was what he really wanted. The doctor said "Yes, yes. And hurry. There's not much flame left." So Death took a new, tall candle, dropped it on top of the old candle, which crushed out the flame. The doctor fell dead.

Invented a pacemaker app that Medtronic just paid $18 million for.

Home base for medical students. Part locker room, part coffee lounge, part communications hub. No windows. Long table cluttered with take-out containers. Shabby sofa to crash on. Chalk boards covered with scrawled writing -- medical data, terminology, inside jokes, obscene doodles. Marlo slams the door. Flings down her things. Humiliated. Looks around for something to take her anger out on. Box of CHALK. She takes out a long stick and SNAPS IT in half. She pulls out two more. SNAP. Shaking out the rest of the box. The chalk tumbled there on the carpet when -- Marlo whirls around. Sees Ramon standing there in the open doorway.He withdraws. Marlo left there, surrounded by chalk.

Jamie enters. A BURLY PATIENT sitting there in bed.Jamie pushes up Burly Patient's hospital gown, reaches in between the guy's legs.And now a NURSE intervening, pulling Jamie away --

Hold on! Stop! What are you doing? He doesn't need a testicle exam!

Jamie retreating out here, baffled. Ramon wanders up, consulting his notes --Ramon hiding his smile. Kelly and some surrounding nurses highly enjoying this.

Jamie, Priya and Marlo entering patient data at side-by-side terminals. Courtney nearby, making up a chart.And now the CHIEF RESIDENT coming by --

Let's go, people. No lunch break today. Every bed in the unit's full. After all those patient orders are in, you need to start afternoon rounds.

Marlo leaving for the day. Rushed. Somewhere to be. She pulls off her medical coat, opening her kit locker and -- Stops. Something surprising there in her locker. She takes out a NEW BOX OF CHALK. She picks it up, suspicious. But finally she relents into a smile.

Harvard BOAT CREWS out there practicing. Classic Ivy League scene.

Stately and clubby. Windows overlook the Charles River. Some faculty awards reception going on. A DOCTOR drones on at the podium. MEDICAL SCHOOL FACULTY, most of them middle- aged or older, gathered with cocktails. MED STUDENTS have been drafted into working the event. Jamie and Priya -- doctor coats gone -- manning a drinks table in the back.Priya's got her phone out, looks at her watch, snaps a quick, joyless photo of herself --LOUNGE AREA Marlo at the fringes of the reception, accompanied by SAM, her handsome, stock-broker fiance. He's restless.He hurries off. Marlo left there.

No, we don't. I got you the name of that wedding planner my sister used. Who wants to waste time debating roses or tulips for the centerpieces?

That guy over there manages a huge pension fund. I've been chasing him for months.

A huge dining complex. Courtney hesitating there by the salad bar. Eyeing someone out in the dining room. Jamie at a table. He's wolfing down ice cream as he checks sports scores on his phone.Courtney wanders up. Trying to be casual as she sits down with a plate of fruit.Jamie taken aback.She's walking off. Jamie wondering if that just happened.

Midnight. Parked ambulances. Steam drifting from the hospital's power plant. Something sinister about all this industrial stillness. The deserted entryway glows like a glass box in the darkness.

A different world this time of night. Mostly closed down. Long, bare hallways. No visitors. Few staff.

Priya alone in here. Eerie creaks and groans as the old elevator grinds its way down to the basement sublevels. Thunk. The elevator shudders to a stop. Then just sits there. Priya waiting for the doors to open when the overhead light FADES OUT with a sigh. Priya now stuck in this dark box. And just as she's about to panic, the doors lurch open and -- BANG! Courtney's right there! -- waiting like a pale ghost --HOSPITAL BASEMENT Priya emerging from the elevator, stepping out into a dreary, forgotten area of the hospital. Old, discarded equipment stacked around. Pipes hiss, sounding oddly human.Courtney leading Priya to some heavy doors marked "RESTRICTED." Courtney digs out a KEY and enters -- STEPS LEADING DOWN Half-lit. The walls narrow. The ceiling lower. Priya increasingly disconcerted at all this.Priya falls silent as they enter --

A WHOLE SECRET WING Surprise. There's an entire back-up hospital down here. Like a bomb-shelter reserved for emergency use. Fresh paint. Clean floors. Everything scaled down, bare bones, spare and functional, yet fully up-to-date. Stacked bins hold overstock of supples. Equipment all wrapped up, tagged, waiting to be used. The bunker honeycombed into different rooms. There's an OR, lab, triage, beds lining the corridor, crates of shrink-wrapped equipment --

A small room but it houses an entire radiology department. There's a workstation of screens. Two MRI imaging scanners. And they're powered up. Courtney's turned on the equipment but kept the room dimly lit. As if for a seance. Courtney sticks a FLASH DRIVE in a computer. ON THE MONITORS BRAIN SCANS coming up. Several of them proliferating across all the screens. Priya taking this all in. The mystery of it.Priya turning -- startled -- Jamie appears in the doorway.Priya perplexed. Looking to Courtney for an explanation.COURTNEY I need both of your help. (the imagery on the screens) These are post-mortem brain scans of patients who have died here in the hospital. I've been searching for the region of the brain responsible for generating the so- called near-death experience. JAMIE Is there any circumstance under which you would have sex with me? COURTNEY Near-death experiences are similar across cultures. White light. Floating up. Powerful sensation of well-being. Over and over, the stories come back the same way. Therefore, ergo... there has to be a chemical -- a protein -- that's responsible for it. A compound that transitions us from life to whatever comes next. PRIYA What do you mean 'what comes next?' We're dead. Nothing comes next. COURTNEY It's the last sensation our brain provides us. If we can spot the protein, isolate it, analyze it... JAMIE Then you'll make quite a name for yourself. COURTNEY The goal is to understand what happens to us chemically. You heard Wolfson. We're here to tackle big challenges not rubber stamp our diplomas. JAMIE (to Priya, excited now) See? This is what I was talking about earlier.Nothing. No response. They don't understand.She's laying out supplies now. Syringes. Full steam ahead.Jamie moving to assist her. Priya hesitating there, completely unprepared for what's about to happen.

Cold. Late. Forlorn. Fallen leaves tumble and scrape across the pavement.

A BRAIN SCANNER powered up. The interior of its white dome glows ghostly, like a cybernetic halo. Courtney sitting on the scanner bed, stripped down to a sports bra. She's hooked up to an IV line. Priya, looking shaky, attaches electrodes to her. Jamie ready with a cooling blanket.BEEPING now. A VITALS MONITOR tracking Courtney's pulse. Priya retreats to a bank of computer screens. Jamie wheels up a CRASH CART.As they watch, Courtney infuses propofol into her IV line.Courtney lies back. Jamie places the cold blanket over her. Its coils glow blue.Deep breath. Courtney shaking. She's really doing this.Courtney shivering violently now. Eyelids starting to droop. The knock-out drug taking effect.Courtney's eyes close. Head slumps to one side.But Jamie charging up the defibrilator paddles --THUNK! Courtney's chest heaves with current. Priya watching the monitors. Courtney's vitals wobble, flutter, then -- Flatline. That awful MONOTONE SOUND.Priya horrified. Yet fascinated. Jamie activating the motor on the bed. Courtney rolled under the scanner dome.Priya -- the screens -- REAL-TIME IMAGERY of COURTNEY'S BRAIN. Odd flashes of electrical activity.And FADE OUT on their tense conversation as -- WE LIFT UP Just rising through the room. No flashy effects. No trickery. Just a breath and we're borne aloft -- through the ceiling -- up through the blurring floors of the hospital -- untethered from the world and --

Flung out here. Flying out among the buildings. Beautiful. Effortless. Soaring above trees, balconies, rooftops... a sprite tumbling -- dancing in the wind and --

The FLATLINE MONOTONE. Jamie finishing the count --Scrambling now. The scanner bed retracting Courtney from the dome. Jamie there with a syringe.THUNK! Courtney's body jolted as we -- SMASH CUT TO: THE FLIGHT OVER BOSTON It stops. The world goes dark.

Courtney lying motionless. Dead. Lips turning blue.The panic cranking up a thousand percent. Priya now keying something into her pager -- frantic --

Chaos. All monitors flatlined. Priya does chest compressions on Courtney. Jamie rifles through the crash cart.He's fumbling for his phone. Priya whimpering. Doggedly doing chest compressions as --

THUNK! Another jolt from the defib.BAM! -- door opening -- RAMON rushing in -- astonished at the sight of all this --Ramon -- no time to question -- taking over --Ramon ripping materials off the crash cart. Unlike Jamie, he completely knows his way around this thing. And just as we think Courtney might be in capable hands -- THE WHOLE ROOM EXPLODES What?! -- OUT OF NOWHERE -- HUGE DETONATION -- Debris everywhere -- flying -- the lab -- the floor -- WIND -- screaming in -- the world -- this world -- is GONE -- COURTNEY -- we're deep in her experience now -- she's lying there in the storm -- her eyes RAM OPEN -- she gasps -- energy just exploding into her -- cosmic -- magical -- recharging every cell and -- INTENSE LIGHT -- blazing like fire -- like molten platinum -- like the sun flaring -- right here -- And she's wide-eyed -- breathless -- shot through by something supernatural yet utterly real and tactile -- triumphant and physical and brutal and sexual -- and it's too bright -- too dazzling to bear -- like the detonation of a thousand supernovas and -- FLASH! -- HOSPITAL IMAGING ROOM The real world -- a JOLT from the defibrilator -- then -- FLASH! BACK IN DARKNESS WHERE -- We emerge from the MOUTH of a ROTTING HUMAN SKULL -- its jaws open -- a leering abyss -- A WIND HOWLS -- nightmarish -- And now the skull is reconstituting itself with living tissue -- skin coming back -- hair -- eyes -- life returning -- the decay process reversing itself until we're left with -- A 10-YEAR-OLD GIRL Soft there. Delicate features. Etherial. Looking intently back at us. And Courtney here in this void -- seeing the girl -- shocked recognition --THUNK!

Priya's shocked Courtney again. Ramon's intubated her with a breathing tube and Courney's lungs now fill with air --Courtney stirring -- gagging on the air line -- but Ramon expertly extracts it and she calms right down --Courtney, groggy, pale, blinking awake. Looks awful. But she's alive. She forces a weak smile. The others slump in relief.

Cold mist. Early morning drizzle. Lights on inside this cozy little duplex in Cambridge.

They've all gone back here. The bathroom door is shut. Ramon and Jamie left out here. Ramon's pacing.

Door closed. Courtney in the tub, gazing serenely as Priya takes her blood pressure. Marlo watching from the doorway.

ON A SCREEN - A VIDEO PLAYING. BEAUTIFUL, 3-D BRAIN IMAGERY from the F-MRI machine. They're watching playback of Courtney's brain during her flatline.Awed silence. Jamie, Marlo, Priya and Ramon arrayed around the screen, looking closely, clinically. Courtney wanders in the background.Courtney takes Ramon arm. Genuine.Ramon with no idea what to say to her. Can't relate. Can't approve. He heads out the door.ON SCREEN -- something -- a few, faint electrical twitches now, in a totally separate area of the brain.FIRE ESCAPE Courtney out here in her robe. Gazing out at the city. Dialed into it all. An invisible transformation has occurred. Every cell switched on. Marlo coming out here.SERIES OF CLOSE-UPS -- A STREETLIGHT. As we HEAR its ELECTRONIC HUMMING. -- A MOTH. Flitting against the light. The flutter of a wing sounds like the crash of ocean surf. The ding of the moth's appendage against the streetlight's glass echoes like a windchime. -- THE NIGHT SKY -- CLOUDS -- backlit by the moon -- flying past -- and the sound of that -- of clouds moving -- like faint moaning -- like wind through the strings of a harp -- BACK TO COURTNEY Overwhelmed by it all. Marlo staring at her, perplexed and worried and --

Okay. We're fifteen seconds post- mortem. Cognitive activity has ceased. Her heart's stopped, no breathing, no pulse... and there --

Priya and Jamie asleep at the table. Courtney buzzing around. Bowls. Mixing spoons. Bag of flour. She's cooking.Courtney trying to slow down. To keep the mania at bay.Jamie grabbing his coat, keys. Marlo heading to the door with him.

Whole neurology team's assembled for another morning meeting. And there's a large basket of HOMEMADE BREAD on the table. Dr. Wolfson takes a bite. Marvels at the taste. Most others in here enjoying the bread, too. Jamie and Marlo, hazy from lack of sleep, eye Courtney, who sits there showered, bright and perky. Priya, meanwhile, slogs through a case presentation. Despite the adventures of last night, they all still have to perform at a high level.They all turn. Courtney caught. Again, no real intention of speaking. Just slipped out.Perplexed silence. Dr. Wolfson doesn't quite know what to make of Courtney.

Priya bursts in here, distraught. Courtney following, trailed by Jamie and Marlo.Ramon coming in. Shuts the door for privacy.Ramon a brick wall. Yanks open the door to leave.

The rehab wing. THERAPISTS work with PATIENTS on balance beams, resistance balls. Courtney, meanwhile, sits at an old, upright PIANO. She's working her way through a piece of classical music. Tentative at first, then with increasing speed and confidence. Marlo, Priya and Jamie entering. Seeing this.It's improving with every second. Courtney delighted. Nearby, the others quietly confer. Uneasy looks.Courtney now playing flawlessly. And Jamie's seen enough --

IN MOTION -- hard -- intense -- shooting down city streets -- no traffic -- no people -- an empty world -- It's JAMIE -- he's riding a MOTORCYCLE -- wind in his hair -- daredevil -- free -- complete release -- He accelerates now -- exploding down the block -- his front wheel popping up -- acrobatic -- insane --

All monitors flatlining. Jamie lying in the scanner. Inert. Eyes open. Face blank. Queasy silence.Marlo's over at the workstation. Studying screens of Jamie's real-time brain imagery when --They turn in surprise.Ramon enters. A grudging presence. Courtney smiles warmly.

Back in the flatline. Jamie driving slowly through a neighborhood now. Again, the creepy emptiness of it all. He's stopped now. Bike idling. He's staring at a little CORNER GROCERY STORE. Something about it unnerves him. Silence now. He's shut the bike off. Graveyard stillness.

A creaking door. Jamie coming in here. The shelves are bare. He looks around. Breath misting now. As if the air has grown frigid. Far down an aisle, someone steps into view. A LITTLE BOY. Maybe six years old. Big, round face gazing at him. He will be known to us as ALEX. Jamie holding there. Not sure if he recognizes the kid. But the tone here is ominous. He backs up, instinctively afraid. And now little Alex RUNS AT HIM -- runs at him like a crazy little demon --

KA-THUNK! Jamie's chest heaves. Ramon's just hit him with the defibrillator. A monitor FLATLINING.The team working fast. Priya administering oxygen to Jamie through a vent bag. Courtney injecting a syringe into an IV LINE. Ramon doing chest compressions.Marlo taking the paddles from the flustered Priya. Carefully positioning them and --THUNK. She shocks Jamie. The monitor BEEPING now.Marlo smirks at Ramon. See? You're not the only one. But he's preoccupied with --Jamie groans under the oxygen mask. Gives a woozy thumbs-up. FADE UP ON THE SOUND OF ELECTRONIC DANCE MUSIC --

The five of them back here for a late-night party -- Shot glasses -- brimming with vodka -- raised and clinking together in a toast -- JUMP CUT Jamie and Courtney -- center of attention -- dancing around -- huge release of energy -- the two sharing some secret understanding -- Now they're reaching out -- pulling Priya, Marlo and Ramon into the dance circle with them -- Ramon resisting at first. Then not. Then laughing at them, at all this. And the PRIMAL, PULSING MUSIC continuing as --JUMP CUT Jamie now stripped down to his boxers. Courtney in a bikini top and lab goggles. They're wielding a broom and a shovel as they -- BANG! BANG! BANG! They're smashing apart the thin wall separating Courtney's living room from the bedroom. Plaster flying. The others darting out of the way and -- JUMP CUT A GAPING HOLE in the wall now as Jamie runs around spraying whipped cream on people. The party has reached its silly- drunk stage. Refrigerator's open. Cabinets ransacked. There's Priya stumbling around, giddy drunk and covered in what looks like glitter. And Marlo there backed into a corner -- Courtney coming at her with a bag of flour -- But Ramon pulls Marlo to safety -- the two of them tumble down onto the couch as -- Jamie and Courtney now pausing in their work -- and they start making out passionately with one another. And Marlo and Ramon take a moment to clock this absurd hookup -- then look back at each other as they lie there on the couch -- aware of their own proximity and --Marlo hastily scrambling up from the couch. The moment with Ramon ending before it began and --

The five of them come pouring out here into -- A SILENT SNOWFALL White flakes coming thickly down. Soft. Hushed. Magical. Jamie and Courtney go running around, half-naked, throwing snowballs, just like children again. Marlo, Priya and Ramon out here observing them.Priya ducks an incoming snowball, then runs off to join Courtney and Jamie.Marlo incredulous. Half laughs, half fumes.Headlights approaching. A Porsche pulling up. Marlo's ride. She goes to get in.Marlo motionless there. Has she even heard him? She pops open the car door. There's Sam behind the wheel.Marlo gets in, delivers a deep kiss to Sam, then slams the door. The Porsche pulls away, tires whispering over the snow. ACROSS THE STREET Jamie and Courtney lying on their backs in a little park. Taking in the wonder of the universe.He breathes deep. Focusing on bliss. Cold air filling his lungs. The stars glitter overhead.

Grand morning rounds. Dr. Wolfson in here with his entire neurology team, assessing a VERY SICK ELDERLY WOMAN.They're all filing out. All except Jamie, who pulls Priya aside, keeping his voice down.Jamie re-examines the woman. Her eyes. Her pulse. EEG pattern. Detecting a pattern in the tea leaves.Priya trusting his new competency. Guarding the door as Jamie adjusts the woman's IV.

Jamie heading to catch up with the neurology team when he pauses at another patient's room -- can't resist --

Jamie finds a TEENAGE GIRL (CYNTHIA) in bed. Downcast. Exhausted. Her agitated parents hovering.Worried looks from her parents. Jamie nods to Cynthia in encouragement. Go on.There. Gets it out. Meeting only blank looks.Dad's devastated. But Cynthia's smiling now. A huge weight's been lifted. She even looks better.

A glass corridor between wings of the hospital. White-coated staff transiting back and forth. God-like rays of sunlight streaming in. Priya, Jamie and Ramon walking through here.Jamie not sure. Never thought about it.And no time to talk further. Priya called away by a nurse. Ramon off to answer a page. But Jamie stopped there. At the windows. Savoring this. Gazing out over the city and --

Down below. Traffic roaring along Cambridge Street. And there's someone standing there on a traffic island. A BOY. It's SIX-YEAR-OLD ALEX. The creepy kid from Jamie's flatline. He's standing there, looking straight up at --

Jamie. He's frozen at the window. This creepy kid staring directly up at him. Finally he blinks -- And it's an empty traffic island again. Alex has vanished. Jamie turning away. Shaken. Can't believe what he's seen.

Sophisticated. Well-decorated. It's late. Dark. Priya creeping through the entry way towards the front door when --A light comes on. PRIYA'S MOTHER there in a doorway. Silk dressing gown pulled tight. A sharp, suspicious tiger mom who lives entirely through her daughter.A flick of a dressing gown and her mother disappears into the kitchen. Priya lowers her head in despair.

Where are you going at 11:30 at night? You're not on call, and you have nothing scheduled.

No. You'll study here. With me. I've decided. This past week you've completely lacked focus. With shelf exams coming up, I can't trust you to properly balance your workload. Go back in the den. I'm making tea and we'll start reviewing terminology for the nervous system.

A B-plus on a biology exam is not acceptable. Do you understand that your worst enemy is your lack of motivation?

Screens glow in the dimly-lit room. We're ready for another flatline. A flurry of activity as Marlo attaches electrodes to herself. Courtney runs an IV line and Jamie prepares the equipment.Marlo choreographing it all. Ramon stepping forward. Not at all pleased at this.They're placing her under the cooling blanket.She grins up at him. Cocky.The anesthesia's kicking in fast. The drugs pulling her down. Her eyelids sinking closed.Ramon turning away in distress as -- THUNK. Courtney delivers the shock. Marlo's back arching. She slumps back. The now-familiar MONOTONE.Ramon watching the clock tick on a screen. Poised to act as we SMASH CUT TO -- A TUNNEL Screaming through it -- fast -- up towards a BLINDING LIGHT -- And then shift -- memories now -- scenes from Marlo's life -- wall-to-wall triumphs -- Marlo an eight-year-old equestrian -- proudly holding the bridal of her horse as she receives a blue ribbon to great applause... Sixteen now and playing the cello in a recital -- executes a difficult piece of classical music -- Summer -- friends -- sailing -- parties -- idyllic -- College athletics -- swim meet -- starter's gun goes off -- Marlo -- lean -- powerful -- first out of the blocks --

The flatline MONOTONE continuing. Ramon -- the clock --The scanner retracting. He's got the defibrillators --KA-THUNK! Zapping her and -- FLASH CUT TO -- A SWIMMING POOL Back to Marlo's flatline. Marlo UNDERWATER. Now in her doctor's coat. Panic. She whirls around. Struggling to find the surface. Lungs burning. Disoriented.

Marlo drowning. Dying. This is what it feels like. BOTTOM OF THE POOL Painted there on the bottom -- a long NUMERIC SEQUENCE -- too much to take in --

KA-THUNK -- Ramon -- the defibrillator again --All flatlines. Ramon rattled. Grabbing an oxygen mask now. Struggling to untwist its straps and --Jamie taking the oxygen mask. Steadier hands. He slips the mask over Marlo's face, then takes up the defibrillator.THUNK!

Marlo sinking. No more fight. No strength. Just drifting down. Turning away from the numbers to see -- A DEAD WOMAN FLOATING ABOVE HER The woman's eyes hideously open -- tongue out -- long tangled hair floating crazily -- a shocking grotesque and -- MARLO -- she SCREAMS IN TERROR and --

Cold wind. Marlo wrapped in a blanket and lying in Courtney's lap. Marlo's pale and shaking violently. Ramon nervously checking her with a stethoscope and eye light.They turn. Priya coming out here, breathless, like she's run all the way to the hospital.They turn. Marlo sitting up. White as a ghost. Hair wild. A weird intensity.

Flying -- fast -- over a hemisphere darkened with nighttime. Cities below -- clusters of light -- like fairy dust and -- THE HORIZON -- this vast turning arc -- then SUNRISE flaring over the continent -- And we're dropping down now -- landscape flying beneath us -- descending over fields -- trees -- a CHURCH STEEPLE -- streets -- houses -- it's MORNING over a SMALL NEW ENGLAND TOWN -- a SCHOOL BELL'S RINGING -- as we drop down into --

HIGH SCHOOL STUDENTS milling around before class. As a CAR pulls up --

Drop-off time. PRIYA'S MOTHER is ten years younger here. Beside her is 15-YEAR-OLD PRIYA. Even here she's worn down.

Bustling with kids. As the school's INTERCOM comes on with a whine of feedback, then --

Attention everyone -- and now a reading from the diary of Irina Wolshack --

I haven't eaten in two days and the very thought of food disgusts me.

Locked door. 15-YEAR-OLD PRIYA in here, accompanied by two FRIENDS. There's an open DIARY on Priya's lap, a page of which she reads into a MICROPHONE she's pulled in here --

April 10th. My mother won't stop nagging me day and night. Now she says I'm dangerously thin. She's threatening to take me back to the doctor.

And only I know that no matter how many times I throw up, I will always look in the mirror and see someone bloated and disgusting.

Kids now paying attention -- amazed -- 15-year-old Priya's snappy voice reverberating everywhere in the school --We feel the electricity in the crowd -- excited looks -- all these teenagers -- sensing blood in the water --

15-year-old Priya going for it -- pure delight -- finding a release in this -- and her giggling friends egging her on --

Priya's voice going on and on -- everything has stopped -- twenty-five smirking HIGH SCHOOL FRESHMEN utterly frozen as -- IRINA WOLSHACK -- there she is -- poor-girl -- 15 years old -- isolated -- surrounded -- helpless -- humiliated -- And finally she runs from the room as --

THUD. A freight elevator arrives. We're back to the present. The hospital. And a JANITORIAL CREW comes out of the elevator pushing cleaning carts into the corridor as --

Jamie -- panic -- sprinting over from the doorway --Mad scramble -- the scanner's bed retracting Priya from the imaging dome -- Ramon grabbing the paddles --KA-THUNK -- the shock -- Priya's chest heaving --The two of them working fast on the unresponsive Priya -- Courtney bagging up equipment -- powering down screens --Jamie suddenly running out of the room --Marlo's stopped the chest compressions -- out of breath --He's pushing her aside -- no nonsense -- the defibrillator -- KA-THUNK -- Priya jolted -- nothing --

Jamie arriving here in the shadows as -- The CLEANING CREW heading for the imaging room. Only seconds away from discovering them and -- Jamie thinking fast -- darts out and PULLS THE FIRE ALARM --

Lights. Sirens. All hell breaking loose from the alarm as -- THUNK! The defibrillator one more time and --Ramon scooping Priya up in his arms -- they're rushing out of here as --

SECURITY OFFICERS emerging from the elevator now. Hard to know if Jamie's made things better or worse and --

Courtney and Marlo hurrying up the stairs. Ramon carrying Priya in his arms. Alarms screaming.

Marlo slides behind the wheel. Ramon tucking Priya in the back. The others piling in. Marlo guns the engine --Marlo drops it in gear -- tires squealing -- zooming forward down the ramp when -- LOOK OUT!!! SOMETHING FLASHES IN FRONT OF THE CAR BAM! It's JAMIE -- he's hit -- tumbles up onto the windshield -- WHAM! Jamie rolls back off the hood -- up again -- miraculously okay -- someone opens a door and he's diving in --Security Guards now spilling out of the stairway --Marlo floors it -- Audi screeches away -- Jamie, Priya and Courtney laughing in crazy delight --

A gate arm -- POW! -- SMASHED to bits -- THE AUDI squirting out of here -- skidding -- bouncing -- sparks flying as -- EMERGENCY VEHICLES arriving -- the Audi nimbly weaving between FIRETRUCKS and --

The Audi ripping through gears -- Marlo -- laser focus -- pushing it towards 100 m.p.h. -- adrenaline flying --And now the sound of a DANCE BEAT as we CUT TO:

A cavernous, vaulted ballroom PACKED WITH MED STUDENTS dancing and cutting loose. Open bars, drunken misbehavior, a DJ presiding. CAMERA FINDING Brad Poitras, the preening third-year we've seen around the hospital, dress shirt unbuttoned too far, cocktail in hand, leads Marlo and the rest of them through the crowd.Across the room, a plastered JERRY TSAI being bourne aloft by a mob of friends on the dance floor.

The party spilling out here. The walls of the massive house lit up by -- A BONFIRE An impromptu blaze built-up in a fire-pit. Sparks swirl up into the starlit sky. STUDENTS dance in the shadows and firelight. All these bodies surging around. And the smoke and the dance beat and the shriek of laughter. And there they are -- JAMIE, PRIYA, MARLO and COURTNEY. Dancing in the middle of it all. Sensing each other's strange, shared energy and -- PRIYA AND JAMIE Getting close -- caught up the hormonal rush -- MARLO As she dances. Transported. Immortal. It's better than any drug. Vision clearing a moment -- looking around to see -- RAMON On the sidelines. The periphery. Left to watch all this. Just a guy with a beer. Marlo eyes him a second longer. Then spinning away, back into the trance. And the fire -- a RUMBLE as the burning pile of wood collapses onto itself -- a big flare-up of orange light and -- MOMENTS LATER Courtney wandering off. By herself now. The club's expansive grounds extending away from the house, sloping down into woods -- dark, spectral trees. Their branches look sinister. And Courtney pushing into the trees. Alive to it all. The stars. The night. It's all enchanted. Vitality pulsing through her. THROUGH THE TREES A FIGURE appears. A dark outline, backlit by light from the party. Courtney drawn in. Slowing as she nears the figure and -- Stopping there. Barely breathing -- A 10-YEAR-OLD girl hurries past. She's laughing, wearing a BRIGHT PINK HOODIE. She looks like something out of a fairy tale. It's Courtney's dead sister TESSA. And it's no flatline. This is real. Courtney utterly stalled there. Is this a dream? Tessa glances back, an impish smile, throws the hood over her head and scurries away into the mist --The mist clears. Tessa's gone. And Courtney reeling there. Instantly drained by the emotion of the encounter.

Priya's Mother blinks awake. Hears a rhythmic bumping in the next room.

Anatomy charts and vocabulary lists cover the walls. The cheerless study space of an overworked, neurotic grind. But right now, Priya and Jamie are wedged onto her tiny bed and in the middle of feverish sex when -- KNOCKING ON HER LOCKED BEDROOM DOORJamie goes to get off Priya but Priya holds him tight --The knocking grows frantic. The door rattling in its frame.Priya laughing now. Urging Jamie on with ferocious abandon --

Moments later. Priya's Mother pacing out here, livid. And now Jamie darts in from Priya's bedroom, clothes back on, scoots quickly past on his way out the front door.He's gone. Priya's Mother turns to Priya, who appears in her bedroom doorway --She shuts her door. Her mother astonished there.

Late. Dark. The city has gone quiet. Courtney walks through a twisting, narrow street full of sinister shadows. Still disturbed from seeing Tessa when HER PHONE RINGS -- INTERCUT WITH:

Jamie, also alone, walking through the deserted financial district. He's on his phone, speaking with Courtney over Facetime --Courtney looking around. The night. The shadows.She doesn't answer. Lost in thought.Jamie's face clouding up.

Courtney rummaging around in her closet. Lifts out a BOX. Settles down with it on her rug. Behind her is that BIG, GAPING HOLE IN HER WALL that she and Jamie made during the party. The hole looks through to the living room. Courtney's opened the box. Inside, the raw materials of a scrapbook she never put together. Photos. Cards. Sunglasses. Faded concert tickets. She takes out a PHOTO. Courtney with her sister Tessa. From years ago. The two of them. Courtney lost in sadness. She's reaching further in. Something there underneath the other objects. She's lifting it out. The soft, worn velvet of TESSA'S BRIGHT PINK HOODIE. The hoodie spilled across her lap. Courtney motionless there. Can't understand. Can't process. Finally lifts the hoodie to her cheek when -- BEHIND HER THE HOLE -- A SHADOW FLASHES PAST IT -- COURTNEY Quickly turns around. But no one's there. She stands up. Listening to the stillness of her apartment. Spooky. A shudder passing through her.

Ramon driving. Marlo next to him. Coming down from the high of the nightclub.Ramon guarded. The first time she's come close to complimenting him.

Beautiful and historic. Not where most medical students can afford to live. The Audi parked there. Ramon tosses Marlo the keys.He's walking off. Marlo suddenly anxious.He's almost gone. Marlo with one last card to play to keep him there.That one stops him.

Elegantly appointed. Multiple framed diplomas on the wall. Ramon parked uncomfortably on her couch. Marlo pacing. It all comes pouring out.There it is. Marlo crossing her arms. Waiting for his reaction.She's pacing now. Paranoia rising. Ramon on his feet now. Trying to calm her.Marlo's eyes flying open -- Ramon's kissing her. It's a full- on, very deep, three year's pent-up kiss. And Marlo flummoxed there. Unable to process. Finally she breaks off. Steps back. Catching her breath.But now she's pulling him in -- kissing him back --

They slam in here -- kissing madly -- bumping into furniture -- it's insane and wrong and exactly what they want. MOMENTS LATER Marlo and Ramon make love. Unexpected tenderness as Ramon searches her face. She looks up at him, open, kind, gentle, a Marlo we've never seen before.

3 a.m. Cold. Foggy. Dozens of SAILBOATS tied up at their moorings. An odd place to be.

Sleepy. Quiet. Jamie's footsteps on the wooden dock as he walks up to his 45-foot SAILBOAT. This is where he lives.

Below deck. Cozy. Lights on. All the comforts of home. Music playing on the boat's radio. Medical textbooks and hospital scrubs scattered around. And the SOUND of a SHOWER RUNNING...

Jamie naked, showering. It's a tiny, cramped space, almost no room to move in here but he's used to it. Suddenly everything goes dark. The water stops. Jamie stands there soaped up, dripping. Huh? GALLEY The boat is now dark. Silent. SHOWER Jamie baffled. He curses. Flicking dead switches.He wipes the soap from his face and prepares to step out of the shower when he hears -- A CREAK. OUTSIDE THE SHOWER DOOR. MORE CREAKS NOW. SOMEONE'S COMING DOWN THE GALLEY STAIRS. Jamie frozen there. Fear edging into his voice as --CLOP. CLOP. FOOTSTEPS APPROACHING THE SHOWER. Literally this thing is just outside the door! Silence now. Jamie hesitating there. Naked. Helpless. THE SHOWER DOOR The doorknob begins to twist -- CLICK! -- Jamie quickly slides the locking bolt closed.Twist -- twist -- twist. The person on the other side struggling to force the locked door open. Fuck! He's caught. Looks around. Grabs a large bottle of bath gel. Not much of a weapon. His hand on the lock now. Readying himself to throw open the door and clobber whoever it is. Three... two... one... THE WHOLE SAILBOAT STARTS ROCKING BACK AND FORTH Like it's been lifted up by some huge beast and shaken -- Jamie shouting -- pure terror -- he's a blur -- tossed and slammed around like a shoe inside a washing machine -- And then it's over. The boat settles back. Comes to rest. Jamie grunting there, battered, traumatized, when -- The power runs. Lights. Shower. Music playing again. Click. The shower door falls open. No one there.

Movement -- it's Courtney -- stumbling from room to room -- escaping something -- shallow breathing -- frightened -- eyes blood-shot -- something seems to be chasing her -- this terrifying home invasion -- and we can't see what it is -- Courtney barreling down the hall -- full flight -- white hot terror -- dashing into the LIVING ROOM and -- THE FIRE ESCAPE Her closest way out. Agonizing seconds as she fumbles with the window latch -- don't look back -- The window flies open -- Courtney squeezes through -- onto the FIRE ESCAPE -- this ICY, IRON PLATFORM -- she slips -- falls out of frame -- CRIES OUT AND -- CUT TO BLACK.:

All is quiet. A Tiffany clock ticks on Marlo's nightstand. Marlo lies in Ramon's arms.She settles back down. Like she's not going to get anything out of him. Ramon gets up. Gathering his clothes.Marlo stunned. No one's ever said anything like that to her.He kisses her. And he's gone. Marlo quiet there. Finding herself happy. Too happy to sleep. So she's flinging aside the sheets and -- SFX: SPLASH OF WATER --

Crowded with early-morning SWIMMERS doing laps. An oversized CLOCK on a wall reads 6:30. Marlo in the pool, carving down a lane with strong strokes. Tha-thunk... tha-thunk... we HEAR her rapid HEART BEATS... HER ARMS AND SHOULDERS -- muscles flexing -- fluid motion -- a perfect machine -- HER FACE -- mouth turning across the water -- breathing in -- HER RESPIRATORY SYSTEM -- LUNGS -- cellular level -- oxygen flooding into capillaries -- super-charged -- Molecular level now -- oxygen fusing with hemoglobin -- carbon-dioxide releasing -- everything fizzing -- buzzing -- She reaches a wall -- surfaces -- panting there -- Then stops. Looks around. Becoming aware that -- SHE'S THE ONLY ONE HERE Surreal silence. Empty lanes surrounding her. The pool vacant, everyone gone. And BROAD DAYLIGHT outside. Hours have mysteriously slipped by. The wall clock now reads 10:30. What the hell? Marlo twisting and turning, unable to understand it as -- UNDERWATER Bottom of the pool. Between the lane markers, written there in huge black numbers -- exactly as it was in her flatline -- Marlo reacting, pulling herself out of the pool. Like the water's now contaminated. She's trembling there. As if reality itself is threatening to give way and -- BUZZING NOISES. Marlo going over to her tote bag. Grabbing her cell phone, pager -- both are erupting with texts. Marlo's confusion only deepening as she reads what's there. As we HEAR --

A hastily-called meeting. Dr. Wolfson here with Ramon, Marlo, Jamie and Priya, whose eyes are red from crying.This awful, heavy silence. They're all deeply shaken.Nobody looks at him. Dr. Wolfson sensing more going on here.

Marlo dazed. Eyes welling with tears as she stares out at the Boston skyline.He takes her hand. She lets him. A sad smile.And now Priya and Jamie walking up to them.The four of them there. Wounded souls. Hospital staff all around, so they keep their voices low.They shut up as Brad passes by --They wait until he's gone. They're stopped there by the windows. Hushed and conspiratorial.

Staff swirling around. Priya at a keyboard. Entering data. Trying not to think about anything other than work. Something sitting there on the counter. A BOOK. Odd. She picks it up. Finds -- A BATTERED DIARY It's cover worn and faded from the years. Priya opens it. Freezes there. Incredulous.Incredulous. Is this a joke? She's paging through it. Confounded to find page after hand-written page. Someone coming. She crams it in her backpack.

Priya bangs in here. Locks herself in a stall. Opens her backpack to have another look. She's digging around. Then stops. Frowning there. Can't find the diary. She dumps out her whole backpack. Paper, pens, everything -- But no diary. Priya confounded. Frightened.

Door's been blasted in. Jamie in here. A furtive burglar. He's bagging up Courtney's papers. Articles. Anything remotely of interest. THUMP. A noise. Faint. Jamie stops. Looks around. Listening. The apartment very still. Continuing now. Opening drawers. Couple files. Not much. Dissatisfied. There has to be more. THUMP. He stands up. Staring into a doorway. COURTNEY'S CAT JUMPS OUT AT HIM Jamie reels back. The cat hisses and shoots out the front door.

Jamie down here. The papers from Courtney's apartment scattered all around. He's on his phone --

Marlo on her phone. Retreating to a window so she can talk in private --Marlo reacting to that and --

Courtney's notes. I took whatever I could find, but her computer's missing. And her phone. What if the school's already been through this place?

I mean go look through the clothes she was wearing. Then call me back.

Jamie opens a beer. Settling in to read more of Courtney's notes when -- A HISS. RADIO STATIC. It's the boat's radio. But they're CHILDREN'S VOICES -- SINGING A NURSERY RHYME --Jamie staring at it. Frozen there as --He lifts the radio handset. The song stops. Dead air. It's happening again. He replaces the radio. Unease ticking away. He slides open a drawer. Reveal a SAILOR'S KNIFE.

...build it up with wood and clay, wood and clay, wood and clay...

On deck now. THICK MIST everywhere. Dark vessels surround the boat. Their rope lines creak. Jamie comes up the galley steps. Poised there. Knife visible in the dim light. His flashlight goes on. Peering forward. Scanning the boat. He's moving forward now. Threading his way through the lines. Flashlight beam playing over the bow. The water. The dock. Then up into the mast. The shrouds. Jamie now at the bow. Senses tingling. Can feel this kid.He spins. Alex is two feet away.Alex's big face in his shaking flashlight. Jamie gulping there. Backing away slowly. Finding his voice --Jamie slips -- falls overboard -- DARK WATER Jamie surfacing there. Shouts from shock of the cold water. He's swimming for the dock. Finds a handhold and starts pulling himself up when -- SLAM! Jamie's hand -- it's IMPALED BY HIS OWN SAILOR KNIFE -- he SCREAMS -- ALEX -- right there on the dock -- he's just stabbed him -- Alex walking away into the night.

Long, stark hallway. Marlo creeping around down here. Checks to make sure she's alone and enters --

An eerie still-life. Tiled walls. Steel sinks. Hanging scales. Drains in the floor. Marlo casting an uneasy eye around. Then, her phone out, dialing a number -- A PHONE RINGING IN HERE. It jolts her. Marlo walking into the room, trying to hone in on Courtney's hidden phone. There. A FILE CABINET. Marlo curses as she finds it locked.Marlo hangs up. Goes to a DESK. Opens a drawer. Spots a KEY. And now she hears a RUMBLING SOUND -- she turns -- A GURNEY -- out of nowhere -- it comes barrelling right at her -- she jumps aside -- BAM! The gurney smacks into a wall. Marlo eyeing the room. The equipment. The areas hidden by shelving. Nothing moves. What the fuck? Moving fast now, unlocks the file cabinet. Finds a plastic bag inside. Courtney's clothes. Bundled and sad there. She casts a quick eye on the gurney again. The room. Then, steeling herself, she searches through the bag of Courtney's personal effects. Finds Courtney's cell phone. Relief as she pockets it. Done. Get out. Walking out when -- OVERSIZE DRAWERS there on the wall. Body drawers. Marlo staring at them. Sadness welling up. Before she can stop herself, she hauls open a drawer and -- Drawer's open now. She doesn't want to look. But does and -- HER POV COURTNEY'S FACE -- gruesome close-up -- the features frozen in a grimace of horror. Marlo shocked. Will never get that sight out of her head. Ever. She continues to stare when -- BEHIND HER A FREEZER DOOR SWINGS OPEN Marlo hears it creaking. Turns around. The freezer door now stands open. Inside the freezer, the FAN from an air-conditioning unit slowly turns.She's walking forward now. Determined to get the better of all this. Drip. Drip. Drip. WATER leaking out from the freezer. Spreading over the floor.As Marlo nears the freezer, we see further into its tiled room... the floor-to-ceiling shelves holding DEAD BODIES WRAPPED IN PLASTIC TARPS... And just as Marlo arrives in the doorway with the intention of shutting the freezer door -- WHACK! A FAT ARM FLOPS DOWN FROM A SHELF AND SMACKS HER IN THE FACE

Cozy little place hidden away on a quiet corner. Cold wind blowing as Ramon walks up. Jamie arriving at the same time.Jamie's hand -- it's now bandaged up.A furtive look around, like it's a secret meeting, and they both head into the pub. CUT TO: CELL PHONE VIDEO FOOTAGE There's Courtney, in her apartment, facing the screen. She's making a video. She's exhausted. Traumatized.She stops. Sudden. Sharp turn. As if hearing something. PULL BACK TO REVEAL --

Ramon, Jamie, Courtney and Marlo all gathered here. They're watching the video on Courtney's phone. ON THE SCREEN She's creeping through her apartment now. Phone-camera in front. Filming as she goes. The HOLE in the wall. Gaping there. Then down a hallway. Empty space has never seemed so frightening. Image stops at a door. Courtney's hand reaches out, floats it open. A bathroom. Courtney there in the mirror, filming this. And now she's slowly pulling aside a shower curtain... THE PUB Marlo, Jamie and Ramon watching. Can hardly bear it. ON CAMERA It's just an empty tub. SUDDENLY THE IMAGE SPINS -- SHE'S FAST BACK INTO THE HALL -- WOBBLING THERE -- UNCERTAIN --Horrible silence. Then... Courtney SCREAMS -- THE CAMERA DROPPED TO THE FLOOR.Camera just filming the ceiling now. The sounds of Courtney running away and -- The video ends. Chilling silence.No one speaks. This awful silence.Jamie gazing at the fireplace. Quiet there.But Priya breaking in first --JAMIE You saw the video. You see how terrified Courtney was? Something was there with her, when she died. MARLO Who's to say it wasn't all in her head? She could've gone crazy?RAMON Or you stabbed yourself and you don't remember. JAMIE Courtney said we opened a door and she was right. That kid I saw in my flatline, he showed up the next day. I saw him. PRIYA The next day? JAMIE In real life. Yes. RAMON Did anyone else see him? JAMIE That's not the point. PRIYA You knew. You knew there was a dark side to flatlining. And you let me and Marlo go in and you said nothing! JAMIE I was ashamed. I did something wrong and it can't be fixed. I didn't realize it was dangerous! MARLO Look, we'll figure this out. We're in this together now.

TIME LAPSE PHOTOGRAPHY -- THE SUN flaring up -- wheeling up into the dawn sky -- a lurid, burning fireball.

A dimly lit cave full of scan imagery. PET scans. MRIs. Leering skulls. Gaping eye sockets. Brains sliced and diced. As a RADIOLOGIST narrates --Priya there, supposed to be taking notes but distracted. Suddenly her phone's screen LIGHTS UP -- ONE VOICE MESSAGE Priya pressing the phone to her ear. Playing the message.Priya's blood runs cold. The radiologist droning on as --

We never got to finish with my diary. I want to read what it says about you.

Priya hurrying out of here. Her phone's put away but we hear the rest of the message --She passes windows overlooking IMAGING ROOMS. Patients in MRI and CT SCANNERS. Much like her flatlining experience.

Priya running now. Irina's voice still in her head --Priya stops. Looks around. She's in an intersection of unfamiliar corridors. She turns around. Retracing her steps. Radiology's in the basement, and somehow she's gotten herself lost down here.

Priya rounds a turn. Up ahead, the overhead lights abruptly cease, leaving the far end of the corridor in darkness. There's nobody around. The entire floor feels deserted. Sounds now. FOOTSTEPS. Coming towards her from the darkness. Priya frozen there. No idea what to do, and then -- 14-YEAR-OLD IRINA WOLSHACK APPEARS OUT OF THE DARKNESS Right there! -- coming right for her! -- reaching for a BIO- HAZARD DISPOSAL BOX bolted there on the wall -- Irina tears the metal box off the wall -- it bursts open -- USED NEEDLES go flying everywhere -- SHUNK! Irina tears a side off the box -- she's now holding a long, jagged piece of metal -- like a MACHETE -- Priya -- eyes wide -- turns -- runs -- down the corridor -- rounds a turn and -- WHAM!!! She barrels into an ORDERLY pushing a FOOD CART. Everything goes over. Plates. Glasses. Drinks. Food. Priya sprawled on the floor -- covered in tomato soup -- shuddering -- wretched -- crying -- a mess -- the ORDERLY trying to help her up and --

We're in the middle of a busy TRAUMA UNIT. As PARAMEDICS cart in a gurney with an ELDERLY WOMAN on it, Marlo huddles with a TRAUMA RESIDENT --

We've got a 58-year-old female stung by a jellyfish out swimming in the Bay. Her breathing's elevated. Pulse is 180 over 110.

SHIRLEY GUDGEON, a big-boned woman in a wet bathing suit, lying there, labored breathing. A RASH on her body.Marlo infusing medication into her IV line and --

Marlo lying on the couch. Murmuring. Agitated. She's DREAMING right now and -- SHIRLEY GUDGEON STANDING IN HERE WATCHING HER SLEEP Steam rising from Shirley's wet bathing suit. Watery bare feet sinking into the carpet. An IV LINE hanging limply out of her arm as -- Marlo jolts awake. REVEAL -- AN EMPTY ROOM. Shirley has vanished. Marlo sitting up. Paranoid. But all is quiet. She looks around. Shaken by her dream. Getting up now. Trying to think. She pulls her iPad out of her tote bag. Types in the number she has now memorized -- Does an Internet search. The response -- "NO RESULTS." The mysterious number. No answer. Tormenting her.

Empty bed. Door shut. Priya in here. Laptop open. Deep into an Internet search. Names and numbers written down, many crossed off. Priya pacing there. On the phone. Still in clothes stained and drenched by the tomato soup.

Marlo trudges up the steps. Ashen. Exhausted.She looks. Ramon sitting there at the top of her porch steps. Waiting for her.She walks past him, opening the door.Door's open. Marlo motionless there. Her back to him.

Marlo sitting there. Quiet. Simple.Marlo stiffens. Turning it back on him.He stops. Afraid of where he was going with that.Brutal silence. Ramon hating himself for saying it. Marlo speechless there. There in her beautiful townhouse.

Jamie gets in. Priya at the wheel. Grateful. A beat of awkward silence. They're practically sitting on top of each other in the tiny car.She grinds a gear. The car shudders as they take off.

We're now in a quiet Boston suburb. Priya's rental car pulling into the parking lot. A tech firm's logo out front.

A posh, hi-tech firm. Priya waiting in a quiet, glass- enclosed reception area. A RECEPTIONIST hangs up a phone.Priya nods. Fidgeting there. Then rises as someone comes out to meet her.This is IRINA WOLSHACK. She works here. A lovely young woman of 24. But she doesn't quite know who her visitor is.Irina looking her over. And the surprise giving way to unease. It's not a happy reunion.Of course Irina remembers. But she's at a loss right now. Ambushed by this encounter.

What you did to me was humiliating and cruel. It was one of the worst days of my life. But I'm not 15 anymore. I grew up.

And I'm sorry, but you have no right to come find me years later because now you suddenly feel bad about it.

Doors locked. Windows up. Jamie hunched in the passenger seat. Waiting here in the parking lot. Edgy. Paranoid. SLAP! A HAND SMACKS HIS WINDOW FROM OUTSIDE ALEX RIGHT THERE LOOKING IN ON HIM! Jamie -- pure heart attack! -- lunges away -- across the inside of the car and --

-- the driver door flies opens -- Jamie comes lurching out -- hanging onto the door -- catching his breath -- He looks over. Nothing there. His shoulders sag. Nerves shot. Half laughing, half crying.

The two women walking on a path through manicured grounds.Irina just looking at her. Then Priya realizing.Irina walking off. Priya despairing there. About to call out to her -- But doesn't. Doesn't feel she has the right.Irina by the doors. Turned back. Reconsidering. Then smiles. Sudden. Open. Letting go.Priya taking that in. To her very core.

They're driving back to Boston. Priya marvelling at it.Sudden grace. Priya turns to him.

Marlo in her nicest clothes. Approaching the imposing central building. Her anxiety growing with each step. Having to force herself forward.

An august space. Walls crowded with photographs, portraits and citations. Busts of famous doctors and philosophers.Secretary's heading into the Dean's office. Marlo left to wait out here. Fighting back panic.Stops. Empty chair. Marlo has vanished.

You're in luck. His meeting got pushed back, so I'll see if he might have a few minutes.

Marlo in full retreat. Face flushed. Over-wrought. Running away. And her HEART thudding loudly in her chest. It's the worst moment of her life. The shame hitting her, piercing her like a physical pain. Actually she is having pain. CHEST PAINS. They're ripping through her. She's dizzy. Can't breathe. Lurches into --

A PULSE MONITOR rather conveniently waiting here. Marlo slips a clip over her finger and -- THUNK-THUNK-THUNK-THUNK -- her heartbeat on the monitor's speaker jack-hammering away -- skipping wildly -- Marlo scared -- no idea what to do -- HER PULSE accelerates even faster -- pains getting WORSE -- then -- Nnnnnnnnnn -- monotone -- she's flatlining --She gropes around -- dragging the tether -- a monitor stand crashes over -- she falls to the ground and --The Secretary from the Dean's office has followed her out here. She's helping Marlo up. Marlo looking around -- no pulse monitor here -- no medical equipment -- it's just an empty conference room --Marlo pushing past her, running away.

The rental car parked near the hospital. Jamie and Priya getting out as Ramon runs up. Stricken.They're splitting up, running off.

Priya trying Marlo's front door. Locked. Goes over to peer in a window. The place completely shut up and quiet.

Ramon hurrying through here. Scanning the faces. A lot of ground to cover.

Jamie on his motorcycle. Rolling slowly down the block. Scanning the sidewalks, cafe windows, park benches.

Ramon enters. Looks around the room. Marlo's expensive totebag there. He sets it on the table. Going through it. Removing things. Her iPad. As he activates the screen, the number shimmers up in a search field -- This cryptic sequence. He gazes at it. Just as stymied as she was.

Jamie's motorcycle idling at a red light. Across the street, a CITY BUS picking up some passenger at a BUS STOP. HIS POV QUICK GLIMPSE -- passengers getting on the bus -- among them, a WOMAN with a YOUNG BOY -- Jamie startled there. The boy looks a lot like ALEX, the ghost from his flatline. And now the bus pulling away -- Green light. Jamie kicking his motorcycle into gear, zooming after the bus.

Ramon pondering the number on the white board. Then turning away. Wandering the empty room. Staring out the window. Then he sees it. Tossed on the couch. A HARVARD SWEATSHIRT. He picks it up. Stares at the HARVARD MEDICAL SCHOOL LOGO. Then back at the number on the iPad.He pulls up the website for Harvard med school. ON SCREEN -- That Harvard logo. Sign-in page. ENTER STUDENT ID: He keys in THE NUMBER. It fits exactly. ENTER PASSWORD: He hesitates. Stumped.

Jamie's motorcycle in the lane next to the bus, keeping pace with it. He's looking in the windows at the passengers.

Ramon grabs a dinner roll from the case. He's got some sort of plan here. Walks to the CASH REGISTER.He's bolting out of here and --

Passengers unloading from the bus. And here's ALEX. And not a scary ghost-Alex but a sweet six-year-old kid in a Spider Man jacket. And with him is ALICIA -- 25 -- a single mother, distracted, dulled by hardship, just trying to get by. They're both headed up the sidewalk when --They look over. Jamie's parked his motorcycle. Removing his helmet as he hurries up, out of breath. Rattled.She's staring at him. Knows who he is. Alex just standing there by her side.Alicia not having it. Grips Alex's hand tight.She freezes. People, traffic passing them by. Jamie waiting there. It's life or death. But now Alicia's leading the boy away. It's over. Alex glancing back, confused. And Jamie stranded there. Crushed. A still point in a swirling world.

A NEUROLOGY RESIDENT goes over some charts with med student BRAD POITRAS.

Brad emerging from the conference room -- back to work when --Ramon. Right there. Weirdly solicitous.Ramon -- very quick -- grabs him --

Ramon propelling Brad in here --Door shuts. Ramon in his face.WHAM. Brad's down. Punch to the gut from Ramon.

The locked door. Nurses gather in confusion. Muffled GRUNTS from inside.

Brad on the ground. Catching his breath.Brad silent. Shocked.Brad stunned there. Incredulous.

Curtains drawn. Priya here. Marlo working feverishly. Last ditch plan. Priya eyeing several mysterious containers.Marlo lowering the shades. Starts unpacking supplies. Priya still putting it together in disbelief.

Ramon staring out into the night. Wrought with worry. And now his PHONE lighting up with an incoming call --

One block down. Ramon in a furious sprint along the wide street. Eyeing the traffic. Buses. Taxis. All these different options occurring to him, but in the end he settles on his own two legs to carry him and --

Old-world street lamps hiss. We're into the quiet residential neighborhood of Beacon Hill now. Snow flakes drift down. And Ramon -- lungs burning -- running on adrenaline now -- up this steep narrow lane -- slipping over cobblestones and --

Priya opening the door -- Ramon tearing in here -- gasping --There's Marlo. She's lying motionless on her dining room table. Dead. An improvised flatline in progress. No CT scanner. No crash cart. Just bare-bones. IV bag. Couple electrodes. Ramon pushing away the fear -- struggling to focus --Ramon not caring -- the paddles -- KA-THUNK! He administers a powerful shock. Marlo slumps back on the table. Priya with the stethoscope to Marlo's chest -- shakes her head --

We're in Marlo's flatline now. The swimming pool drained. Cracked. Covered in mold. Marlo walking the bottom of the pool. Comes to a GURNEY. Shirley Gudgeon lying there in her sopping wet bathing suit.Shirley opens her eyes.

KA-THUNK! Another shock. The paddles sizzling from the voltage.Ramon ripping off his jacket. Rising desperation as he grabs supplies.

Shirley Gudgeon sitting up on the gurney. Weirdly animated. Neither alive nor dead. This big-boned woman.On Shirley's face. Her closed eyes suddenly JAM OPEN -- Shirley's hand shoots up -- grips Marlo by the throat --

Ramon listening with the stethoscope -- bad news --But Priya's stepped away. Quiet now.Ramon incredulous. Stalled there. Cycling in neutral.

Shirley rising out of the gurney. Both hands now locked around Marlo's neck -- choking Marlo to the floor. Marlo losing strength -- can't break Shirley's iron grip -- Marlo fading there -- fading out -- this brutal ending --

Silent. Still. Marlo dead there. No more interventions. Priya stumbles away. Weeping quietly. Ramon left staring down at Marlo. Full of fury. Talking to Marlo.

Marlo slumped there. Dead. Shirley Gudgeon standing over her. Wicked satisfaction.

Ramon smooths her hair. He's in despair. In a way we never thought possible with him.He can't believe what he's about to say. But he takes her hand. Full concentration of will.The room. A still life. Marlo motionless there. Ramon beside her. Kneeling there. Beat to shit. Nothing left. Then -- Marlo -- her little finger twitches slightly and -- Beep. Priya turning around. What was...? Beep -- beep -- beep -- it's the vitals monitor.Disbelief. Ramon staggered. Priya moves in. Takes over.Marlo stirs. Opens her eyes. Priya here to witness it. DISSOLVE TO:

Harvard's iconic old church fronting the quad. Marlo, Priya and Ramon walking up to the church. Its four massive, Federalist columns rising up and -- Jamie sitting up on the church's steps. No one else out here. Priya ascending the steps to him.He looks out over the Yard. This beautiful place. As it settles on him.Priya quiet there. Glad they're all together. RAMON AND MARLO Standing apart. Just the two of them.Marlo looking him over. Thankful for him in a way she can't understand. And now Priya and Jamie walking down the steps to join them. All quiet for a moment. Everything they've been through.They're heading down a path now. The four of them. Bent against the cold. DISSOLVE TO:

Deep underground. Priya lifts away a stack of old, leather- bound volumes from a shelf to reveal a LAPTOP hidden there.Ramon there. Puts it together.And there it is. Ramon saddled with this unwelcome gift.

The oldest part of the hospital. An intimate surgical theater with wooden seats rising steeply all around. On the wall, an enormous OIL PAINTING of prim, Victorian-era doctors standing in this very room, in 1846, witnessing the world's first surgery performed under anesthesia. Ramon, Jamie and Priya coming in here. Uneasy.Jamie and Priya shrug. They don't know. And now --Dr. Wolfson lays his briefcase down. Brisk. Businesslike. A look of disapproval on his face.Jamie, Ramon and Priya slip into seats in the elevated rows above. Wolfson below them, now. Like a lecturer. The rest of the room empty. Echoing. Wolfson pausing there. Burdened. The three of them feeling the weight of his displeasure. About to meet their fate.Ramon, Jamie and Priya perplexed. No idea where this is going.Dr. Wolfson now looking squarely at the three of them.He's done. Cracks a thin smile and grabs his briefcase.He's gone. The three of them sitting there in stunned silence. Empty seats all around them. Finally, Jamie gets up. Heads down the steps. Priya and Ramon follow. Then, without a word, they all shuffle out.

Ramon walking across this pedestrian bridge over the Charles River. Backpack slung over his shoulder.Marlo approaching from the other direction. A planned meeting.Ramon caught short. Puzzled.Marlo thinking on that. No real answer.Ramon unzips his backpack, lifts out Courtney's LAPTOP COMPUTER. Marlo recognizes it. Hesitates there, then --She takes the laptop and tosses it over the side of the bridge. It splashes. Sinks out of sight.And it's over. They're free of it. Like a weight lifting. They're left here, on the bridge, staring at each other.The question hangs there. He steps closer to her.She thinks about that. Then reaches up... and kisses him. Just the two of them there, holding each other, holding that kiss.

Mark L Smith TheHalLieberman Company March 23, 2006 FADE IN: ARCHIVE NEWS FOOTAGE... VERY REAL AND AUTHENTIC. An AERIAL SHOT THROUGH THE LENS OF A TV NEWS CAMERA...

WHIRLING. SEVERAL NEWS VANS, POLICE CARS, AND AMBULANCES are parked around the motel... PEOPLE mil about the scene. Behind the motel, a BACK-HOE tears into the ground. COPS circle the back-hoe, digging with shovels.The camera shot shakily zooms in on the back-hoe, as the machine drags its teeth out of the earth... raises into the air... and a DIRT-COVERED CORPSE HANGS FROM THE METAL CLAW.CUT TO: HAND-HELD FOOTAGE...

This is a live shot of the Prairie View Motel, in the eastern side of McKinley County. We've been told police have been working out here for several hours, but the details we're getting from them are sketchy at best. What we do know is that they've borrowed some equipment from a local farmer, and started digging in the rear of the property. What they're looking for though, we're not exactly sure.

CONTINUED:As the reporter continues, our POV drifts to the MOTEL ROOM DOORWAY... the door just hanging on its hinges... furniture inside SCATTERED ABOUT... BLOODSTAINS ON THE GROUND OUTSIDE THE DOOR.Our POV floats to MASKED PARAMEDICS CARRYING BODY BAGS past a FEMALE REPORTER.Our POV follows the paramedics past the female reporter... over a BLOODHOUND stretching its leash to claw at the dirt, as if something's buried just beneath it... we continue to a NEWS VAN. The side doors have been slid open, and POLICE crowd around the video equipment inside.We glide over another REPORTER.The POV turns... to the back of the McKinley County SHERIFF being interviewed by a NEWSWOMAN for a television camera beyond them.CONTINUED: (2)Our POV drifts past a SMALL PILE OF FULL BODYBAGS......and stops on a WRECKED BMW sitting beside the motel. We TIGHTEN ON THE CAR.WE PAN DOWN TO THE DENTED CALIFORNIA LICENSE PLATE... hold on it for a beat, as...As the female reporter's voice fades, we... DISSOLVE TO:

The best we can come up with is that some video tapes have been discovered that are somehow connected to the bodies the Sheriff's Department has found buried on the property.

Obviously they're being very tight- lipped with details at this stage, so we don't know yet the content of the tapes.

I've been told all the videos discovered are extremely violent and graphic.

The police are actually using our Channel Nine truck to view what they believe is the most recently recorded tape.

Sheriff, can you give us an idea of how many bodies have been found?

As of about a half-hour ago, we were at twenty-seven. But we haven't covered much ground yet.

We ran a check on the car. It's registered to a David and Amy Fox, age 29 and 28, respectively.

And we've been told the police have gone to McKinley County Hospital to question a couple found earlier today. Supposedly, they match the descriptions of victims seen on one of those infamous video tapes.

Hopefully, they'll be able to fill in some blanks for the authorities, regarding the horrible atrocities that occurred here.

As for the immediate future, local authorities will be removing the vacancy sign that until today hung here outside the Prairie View Motel. This is Nina Juarez reporting live for Channel 9 News.

UNMARKED. WE PULL BACK TO SEE THE FULL, PRISTINE BMW GLIDING DOWN A DARK STRETCH OF ROAD.

And you need to think about the families before you start reading off names on air like that.

DAVID FOX, (29), bloodshot eyes glazed over from a full day of driving, sits behind the wheel. AMY FOX, (28), sleeps in the passenger seat. CONTINUED:David shakes his head, trying to loosen the cobwebs.

The middle of the night in the middle of nowhere. An endless span of empty rolling hills, dissected by a two-lane highway. A raccoon scampers out of the brush to some road-kill at the center of the pavement. As the raccoon checks out the quality of the decaying rodent, a GLOW RISES OVER THE CREST... the BMW zooms up the pavement, its lights blinding the animal.

David catches sight of the raccoon. And his reflexes are a little slower than they were thirteen hours ago when he started this trek... but he manages to jerk the wheel... the car vaults sideways. Amy's tossed out of her slumber, snaps awake with a painful start.

The BMW's tires squeal past the raccoon, just inches away. They tear through the high grass... bounce over a rock... hit a ditch.

David pulls the car out of the ditch and back onto the road. He steadies the wheel.He glances in the rearview... sees the raccoon shuffle back into the brush. David looks at Amy. She's staring back at him, not as happy as the raccoon. CONTINUED:Amy rolls her eyes, wipes the sleep from her face, grabs a bottle of water and takes a drink before looking out the window at the passing bushes.A FAINT O.S. CLANK from under the car.David holds up his hand, quieting Amy. He strains to listen to the engine.Amy throws a glance at the clock. It reads, "1:25".David doesn't hear anything else... shrugs. CONTINUED: (2)Amy turns back to the window. David stares straight ahead. There's not much love in this car.Amy pulls an apple and knife from a bag... cuts a chunk out of the apple. She offers it to David. He shakes his head and she pops it in her mouth.David grins. Amy doesn't see the joke... just keeps working on the apple. The knife slices into it... just as the car BOUNCES OVER A POTHOLE. CONTINUED: (3) The knife slips off the apple... cuts across Amy's finger.Amy sticks her finger into her mouth... tries to suck the pain away.Amy tosses the bloody apple and knife back into the bag, then checks out the wound. Just a small cut.She pulls a bandaid from the glove compartment... wraps it around her finger.David reaches up and turns on the radio... flips through the stations... all the same... STATIC. David digs through his CD wallet... sees one that makes him smile, and pulls it out... slides it into the player. THE CHILDREN'S SONG... "Hush Little Baby" begins playing.Amy hears it... throws an angry glare at David. CONTINUED: (4)Amy can't take it anymore... flips the stereo off and turns back toward the darkness of the night.TIGHT ON AMY'S REFLECTION IN THE WINDOW...

Better to kill us than get a little road-kill on the new car, huh?

We're still alive, Amy. I can tell by the pissy look you're giving me.

It's kind of late for a breakdown. You should have stopped somewhere earlier.

I popped some of those trucker pills back in Texas. Thought I could make it all the way.

Whatever it takes to get this trip over with as quickly as possible.

You want a snack or something? There are some chips left in the back.

You were really dreaming over there earlier. Mumbling and jerking around.

I dreamt you were trying to kill me. We were at my parent's anniversary party, and my mother wouldn't stop talking. You started screaming you couldn't take it anymore, and you tried to strangle me.

I'd never do that. Although the thought of strangling your mother did cross my mind.

But at least you were dreaming about me, that's an improvement. Go on back to sleep. Maybe next I'll sexually assault you.

I keep telling you how stupid that is. Just bite the apple like the rest of the world.

"Hush little baby, don't say a word. Mama's gonna buy you a mockingbird. And if that mockingbird don't sing, Daddy's gonna buy you a diamond ring."

"And if that looking glass gets broke, Mama's gonna buy you a..."

At one-thirty in the middle of goddamn nowhere, I'll take whatever I can get.

It's been a year. You should know by now that all we've got left is each other.

I don't know, I guess I just wanted to make this as miserable as possible. See just how big a bitch you could be about it.

I remember going through that place there... Elida. You were asleep... probably two or three hours ago, maybe.

Actually, we're just having a little engine problem. I dodged a raccoon a few miles back.

She's lost. I know right where I am. We're on our way to Downey.

I went off the road... with the raccoon. Think I hit a low spot.

Actually, if you could point us back to the interstate... we're trying to get to California.

Here. This way I won't feel guilty for dragging you out here so late.

That means we sit here the rest of the night. Hope some idiots like us happen to drive down this stagecoach trail.

No, you slept through five states thanks to your prozac/zoloft cocktail.

I'm not like you, Amy. I don't want to forget our son so the pain will go away.

Maybe you'd be happier if you tried talking about it, instead of acting like it never happened. Like Charlie never happened.

I bet so. Listen, our car broke down about a mile back. Just needed to borrow a phone... see if we could get a tow truck or something.

Yeah, okay. Guess we'll need one of those nineteen dollar rooms then.

Trust me, we're not going to take anything. I'm not up to carrying dirty towels a mile down the road.

If you want to know what shows were on during March of '97, I've got the answer.

Could be worse I guess. We could still be jammed into that twin bed at your parents' house... trying to pretend we're the happy couple.

Why ruin their party. We can tell them after we sign the papers.

What were you feeling... at the party... watching them celebrate being married all those years?

You can't just stop feeling because it hurts, Amy. Doesn't work that way.

I'm not messing with them. I just want to know what they're doing.

No. The asshole in the room beside us keeps banging on the walls. He won't stop.

Yeah. Room seven. I went over to talk to him, but he just kept doing it. I don't know what his problem is.

We're the last one and we're eight, right? It's right beside us, with a big, rusty seven on the door, so I'm pretty sure, yeah.

I'm not walking anymore. Let's just gut it out for a few hours and catch a ride back. We'll get the car fixed and get the hell out.

Just for a little while. Until we know our friend's gone from over there. Besides, gotta take advantage of the Honeymoon Suite perk. Worth at least an extra five bucks.

With his six-shooter. He'll take care of it. Gotta keep his only two guests happy.

Whoever was out there had to hear the tv. That means they know we watched it.

So they know we watched it, and now they know we're going to run. They'll be waiting.

You think they're just going to let us stroll out of here, so we can go tell the police what we found?

You had to. You probably stuck it in your pocket and just forgot.

As soon as we get outside, we run to the trees, okay... get out of the open where they can't see us. And we've got to move fast, Amy.

And there's nothing stopping them from coming in after us if that's what they want. So we've got to find another way out of here.

I saw somebody out back. Like they were watching the window. If we can keep their attention on that, it might give me a chance to get to the phone.

My wife and I, we're at this motel... the Prairie View Motel. It's near the mountains. They've got us trapped here.

I don't know. We just need someone to help us. It's the Prairie View Motel.

It's going to be light in a few hours. They'll want this to be over by then.

I didn't want them to watch what I was doing. But they have to see you... know that we're not trying to get out.

They've got cameras everywhere. Even outside. Then they edit them together to make their own snuff films. Remember the screaming we heard... from the tv that guy was watching in the office?

Any kind that might save our lives. The other people... they weren't smart.

Yeah. And they just stayed in here like this room would protect them. It won't. They can come in anytime they want.

I couldn't tell in the others, but the angle with this one... it's the bathroom.

Yes you can. Just close your eyes. Grab hold of my leg and I'll lead you. It won't be much further.

But we can't try to run. Not yet. We have to let them think we've gotten away. Let them go after us. Then we can run.

Listen to me, you have to stop blaming yourself. Nobody else does.

We just have to get out of here first, okay? Everything starts over again once we make it out of this.

He isn't. That guy wouldn't let him look around by himself like that. And I called 911 before, remember? It was them that answered.

Maybe around the back... or underneath us. If I could make it to the office. He kept his gun there.

Better than they are of them not finding us if we just wait here.

They'll think you made it out the window. They won't look up there.

And you have to be quiet, baby. I mean not a sound. No matter what happens, you can't make a sound.

They won't know you're up there. Stay quiet and they'll never know.

Should've brought him sometime. But we never went anywhere, remember? The job was always too important to leave.

We could go back to the car. You could sleep on the hood and stare up at those stars you love so much.

Turn it off. I hate those kind of films. And that's the last thing I need right now.

God, at least mute it or something so I don't have to hear that.

That asshole put us in here to watch it. He wasn't going to help us, David. He's part of this.

Maybe he won't know that we caught on... that we recognized anything.

We go out the door, and we run... make it back to that gas station.

I bled all over it, remember. Then I threw it in the bag. There's no way I brought it. I left it in the car, David.

You're not going to get to it, David. They're not going to let you.

He looks like he's been driving a long time. He's not one of them, David.

And they'll look for us here. Maybe not right away, but they will.

No, I mean about everything else... about us... about Charlie. I should have watched him closer... made sure the gate was up... that he didn't go near the stairs.

But he was so little. He thought I'd be there to catch him. I should've been there.

And he killed those people with it. What are the odds he put it back?

Everything's good now. You were right, David. We're going to be okay.

The BMW glides down the road, its taillights fading into the darkness.

Another stretch of road. If possible, this one seems even more desolate than the last. The BMW moves slowly along the road, making a DEFINITE CLANKING NOISE.

Amy has an atlas open in her lap. David taps one of the narrow roads, winding across the page.David stares down the road. His angry face softens a bit.The GRIND OF METAL ON METAL from under the hood. David grimaces.Amy squints out through the windshield and points.The glow of a light ahead of them. They drive closer... ...the faded, old fluorescent sign of a service station draws into view.

A small, paint-peeled building from the Forties, with a single gas pump sitting out front. There are several LARGE FIREWORKS SIGNS hanging along the roof. One of the hand- painted signs reads, "Every day is the Fourth Of July at Small's". The BMW cruises past the pump... rolls over a hose that runs across the ground. A LOUD RING ERUPTS as the tires bounce over the hose. CONTINUED: The BMW stops beside the pump.

David and Amy stare at the old building. Its windows are dark.David glances out at the pump.They go back to the atlas.David glances at the LED COMPASS in the dash.Amy shrugs... looks up from the atlas and sees a FACE staring in David's window. She SCREAMS. David spins and sees the face of the garage MECHANIC, (20's), good-looking.CONTINUED: David restarts his heart... rolls down his window.David points down the road. The Mechanic nods... tries to subtly motion his head the opposite direction of David's finger. It takes a few times before David catches on. And Amy already has.Amy holds up their map.David ignores Amy's smirk.CONTINUED: (2)David pulls the hood lever, then climbs out with the Mechanic.

Just don't get much business around here. Wanted to make sure I got to you before you left. But I've gotta warn you, the gas price is a little steeper than the sign says.

Yeah. Sorry. But it's real easy to get turned around out here without a map.

If you wanna pop the hood, I'll take a look to make sure you'll get that far.

Fan blade's bent. Rock musta hit it. She'll still drive fine. Just noisy is all.

You might wanna have somebody smarter than me check it when you get where you're goin' though.

We're good. I should pay you for finally giving me something to do. Now do you need to know how to get back to Downey?

About seven miles down, there'll be a road on your right with a grove of trees beside it. Take that and keep goin' till you hit Westcliff. You'll run into a four lane there. Hang a left on that and it'll take you right back where you need to be.

The Mechanic starts examining the engine.The Mechanic reaches in... tinkers with the engine.David hurries around the car.

David climbs in... hits the gas. He and Amy peer under the crack of the open hood, watching the Mechanic's hands move around the engine... pull a wrench from his pocket... reach back under the hood.The Mechanic slams the hood.The Mechanic walks back to David's window. CONTINUED:David feels Amy's eyes burning into his back. The Mechanic points down the road.David pulls a twenty dollar bill from his pocket and holds it out the window.The Mechanic shrugs... takes the money. Then he reaches into his back pocket... pulls out a sparkler. He flicks his cigarette lighter... ignites the sparkler. CONTINUED: (2)The Mechanic leans in David's window... hands it to Amy. Amy gingerly takes it.The Mechanic rolls his eyes and motions to the sign.Amy waves the sparkler out the window, as David pulls out.

Amy grins, as she watches the sparkler shoot out the flaming dots. It's not a smile we've seen from Amy, and David notices.Amy doesn't answer. Her smile fades with the sparks. She drops the charred black stick to her feet.

David points ahead of them to the grove of trees and the side road veering past them.

Amy glances at the map, as David drives.Suddenly, the car lurches forward a bit.Amy turns... there's nothing in the road.Another lurch... the engine skips.And now the engine more than skips, it dies. David pulls onto the shoulder.David twists the ignition. The engine just turns over and over without starting.David tries again... no luck.Amy pulls out her cell phone... holds it up... NO SIGNAL. CONTINUED:David turns the key again... just that sickening groan.David pounds the steering wheel and climbs out of the car.

The BMW's hood is already up from where David has tried to work on the engine. David leans back under the hood.David taps at the engine with a PLASTIC TRAVEL MUG... he's no mechanic.

Amy leans over and turns the key, as she watches David pound all over the engine with the handle of the mug. The engine WHIRRS over and over... doesn't start. David finally SLAMS THE MUG AGAINST THE ENGINE. The mug shatters.Amy almost smiles... she knew it.

David kicks at the ground, grabs the remains of the mug and heaves them into the bushes. He looks up and down the road.Amy flips David off through the window. He walks out to the center of the road, and SCREAMS. A flock of startled birds burst from a tree... scatter up into the night sky. David sees something... walks a few yards down the road, and lifts a TATTERED WOODEN SIGN from the high grass. Handpainted across it, "Prairie View Motel. One mile ahead." David holds the sign up toward Amy in the car.

CONTINUED: The moon casts a bright glow over them as they make their way down the road. David gazes up at the star-filled sky.Amy picks up her pace... leaves David behind. He watches her move ahead, then veers off the road into a cluster of bushes... unzips and starts taking a piss.CONTINUED: (2) Amy just keeps walking. A few feet away from David, the BUSHES RATTLE. David squints toward the sound, but it's too dark and too overgrown to see what's in there. As he finishes up, the BUSHES RATTLE AGAIN... this time louder. David throws another nervous glance into the bushes... still nothing. He leans closer...

David leaps back, startled. He catches his breath as the animal scurries away.David turns... trots back toward the road after Amy. In the distance behind David, a FIGURE rises from the bushes, where David had just been. It's too far away to make out features. And the figure doesn't move... just watches David make his way down the road with Amy.

David and Amy stand in the gravel parking lot, staring at a beaten down roadside motel. Eight rooms stretched out in an L-shape. The Bates Motel... in need of a paint job. A primer painted PICKUP TRUCK sits outside the office, under a "$19.00 A NIGHT" sign that hangs over the office screen door. Above that is a crooked "VACANCY" sign.They start toward the motel office.

A BELL above the screen door JINGLES, as David and Amy enter. CONTINUED: The tiny wood-paneled room has SEVERAL SECURITY VIDEO MONITORS on the walls behind the desk. The images of David and Amy entering the office fill the screens. Around the room, a few stock scenery pictures hanging on the wall and a STUFFED JACK-A-LOPE, a rabbit with glued-on antlers, resting on the counter. At the rabbit's feet is a DESK BELL, with a sign... "Ring Me". There's some MUFFLED O.S. SCREAMING from the back room behind the counter. David and Amy hear it... exchange a glance before David taps the bell. There's some RUSTLING, then MASON, (40's), five- foot nothing and hundred thirty pounds in his sweaty t-shirt and jeans, appears from the back room.Mason cocks his head, unsure. David motions to the back room. Mason grins and raises a TELEVISION REMOTE... hits a button and the SCREAMS SILENCE.Mason points through the window to an OLD PHONE BOOTH along the motel wall.David digs a dollar from his pocket. Mason takes it and trades it for a cluster of dimes from his drawer. CONTINUED: (2)David stares at Mason a beat, then down to the handful of dimes.David throws a glance to Amy before filling his pocket with dimes.Amy looks at her watch... shrugs.Mason nods... looks David and Amy over, then grins.Mason pulls a key from the hook behind him and slides it across the counter. CONTINUED: (3)David jerks out his credit card.Mason grins... doesn't get the joke. David snaps a twenty from the wallet and reaches for the key. Mason pulls the key back.It's too late for this shit. David pulls out his driver's license... trades it to Mason for the key.Amy just turns and starts moving for the door.CONTINUED: (4) David waves over his shoulder as they walk out. Mason watches them head across the gravel lot, then turns and disappears back into the back room. The O.S. SCREAMS OF THE HORROR FILM begin again.

Trouble is the only garage within ninety miles is Smalls. Little place on Route Six.

But I could run you back there in the morning if you want. Too late to do much right now no-ways.

I can give you two the Honeymoon Suite for twenty-four. Got a few extras that the others don't.

And I need one of your ID's... sort of a deposit on the contents of the room.

I'm sure you won't. But rules is rules. I don't make 'em. I'm just the manager.

It's the last one on the end there... number eight. Might have to jiggle the handle a bit to open her up. She's as sticky as an old whore.

Okay, I got ya. Every once a blue moon some drifter or college kids'll crawl through a window for a night's sleep. Cleanin' lady'll find some trash layin' around... shit in the toilet. Don't usually cause no disturbance though.

Shit, I forgot, this one works on a different key than the rest. Lemme run back to the office and grab it.

You just had to drag him into this, didn't you. You might as well have stuck that knife in him yourselves.

'Cause we're gonna need at least two batteries to get everything I'm gonna do to you.

Now don't you pass out on me. I want you to know every little thing I'm doin' to you.

Dark. Until the door opens and Amy flips the light switch. David and Amy stand frozen in the doorway. Because this is rough. Stained shag carpet. Torn FARM ANIMAL PRINT CURTAINS. Cigarette holes are burned into the paisley bedspread draped across the bed. Artificial plants hang in the corners of the room.David closes the door... locks it and HOOKS THE CHAIN ACROSS.

Amy enters and hits the light in the bathroom, illuminating the broken tile floor, rusty faucets and water-stained commode.Amy pulls a bottle of PILLS from her purse, shakes a couple into her palm. She turns on the faucet. BROWN WATER splashes out, gushing SEVERAL ROACHES out with it. The bugs scurry around the sink. Amy turns the water off... watches the bugs slither down the drain. She tosses the pills into her mouth... gulps them down.

Amy walks out, sees David flipping through a TV GUIDE.CONTINUED: David tosses the old magazine back to the table. Amy moves to the bed and pulls back the covers... inspects the sheets.David glances around the room... moves to the closet... pulls open the door. It's empty.Amy slides onto the bed... props herself against the wall, not getting too comfortable.David climbs up beside Amy... stares at the farm print curtains.A BEAT, then...A LONG, QUIET BEAT THIS TIME.CONTINUED: (2)Amy doesn't answer... just wraps her coat a little tighter around herself.David leans closer... lightly kisses Amy's neck... up her skin toward her lips. Finally, Amy pulls away.A KNOCK at the front door. David throws a pissed-off glance at his watch.David goes to the door... pulls it open. No one is outside.

David closes the door.Amy nods. Then ANOTHER KNOCK... this one down the wall... from the ADJOINING ROOM DOOR. David moves to the side door.MORE KNOCKS. David throws Amy a glance, then reaches to unbolt the lock.But David turns the bolt. The door swings open... ...and there's nothing but ANOTHER DOOR behind it. The other room's door. No door handle for David to grab. The KNOCKING CONTINUES. David pounds back against their side of the partition.The knocking stops.Amy goes to the window... squints outside. Just the OLD PICKUP TRUCK sitting outside the office. CONTINUED:David taps on the door.Then the other room's door begins to SHAKE... like whoever's on the other side is jerking hard on the handle.David just keeps watching the door vibrate.Amy pushes past David and SLAMS THEIR DOOR CLOSED. She bolts it back secure.LOUD KNOCKS AT THE FRONT DOOR spin David and Amy. They exchange a glance, then David goes to the door.No answer. David secures the chain across the door, then eases it open... peers out through the crack. As Amy watches him, a POUNDING ERUPTS from the door beside her. She jumps with a start... backs away from it. David BEATS AGAINST THE WALL WITH HIS FIST.The KNOCKING GETS LOUDER. CONTINUED: (2)David scans the room for a phone... there isn't one. He pushes back a desk... an empty phone jack sits in the wall.David starts out the front door.But David's too mad to wait. He stomps outside.

David goes to the adjacent door... ROOM NUMBER SEVEN. He bangs on the door.No answer. David beats on it again.David jerks on the handle... locked. He knocks again, and this time a KNOCKING answers him. Just like in the room... a slow, steady KNOCKING. David peers in the dark window... can't see who's behind the door.David turns to Amy in the doorway.CONTINUED: David starts across the lot to the motel office. Amy disappears behind the door.

Amy bolts the door... pulls the rusty chain across. She checks the lock on the adjoining room door, then hurries to the window... watches David walk into the motel office.

David smacks the bell between the Jack-a-lope's feet over and over. Mason leans out of the back room.Mason turns to the RACK OF KEYS hanging behind the counter. Key Number Seven is still there.CONTINUED:Mason considers this a moment, then grabs the key.David notices a PISTOL tucked on a shelf behind the counter.Mason grins... picks up the pistol and twirls it like a gunfighter.David walks out. Mason does a few more twirls with the gun.

David strides out of the office, back into the darkness. He sees Amy peering out between the curtains. David waves.

Amy unlatches the door... opens it. David enters.David closes the door... locks it back.David gives the adjoining room door a smack, then falls onto the bed.Amy doesn't like it, but just shrugs... sits down on the bed beside David. David grabs the remote.CONTINUED:David flips the television on... STATIC. He dances through the channels... nothing but more static.David notices a VCR with SEVERAL VIDEO TAPES stacked on top of it. He grabs a tape... no label.David slips the tape into the VCR. The onscreen static disappears, replaced by footage from a NO- BUDGET SLASHER FILM... grainy picture... hollow sound. THREE MEN, stripped down to their underwear, are in a small room, TIED ON THE FLOOR. TWO SHADOWY FIGURES stand over them men. The three men are MOANING... BEGGING to the figures. Suddenly one of the figures raises a KNIFE. CUT TO: David's face... grimacing, as we hear the MAN'S SCREAMS.CONTINUED: (2)David pops the tape out... replaces it with another.The screen flashes on again... this time there are THREE COLLEGE GIRLS huddled on a bed. It's the same small room, and the camera angle is just as the last... looking down on the girls as they tremble and cry. One of the girls SCREAMS OUT.And a figure steps into the frame. The girls start flailing at him. Another figure steps into the picture. One of the figures drags a girl to the floor and starts tearing at her clothes.But David isn't listening, because he's noticed something. He moves closer to the screen... his reflection fills the glass, as he stares at the CURTAINS IN THE ONSCREEN ROOM. They're designed in a FARM ANIMAL PRINT... just like the ones in their room. David studies their curtains a beat, then looks back to the screen... watches as the attacker raises his blade over the girl lying on the GOLD SHAG CARPET. TIGHT ON DAVID'S FACE...

CONTINUED: (3)David turns... glances around the room.The girls' SCREAMS burst out from the tv. David's nervous, and Amy sees it.Amy stares at the screen... watches a figure throw one of the girls onto the bed.Then Amy focuses on the PAISLEY BEDSPREAD. She looks down at the identical bedspread underneath her. Her eyes jump back to the screen. ANGLE ON THE SCREEN...

Amy glances beside her... to the CACTUS SHAPED LAMP. Her face washes pale.David eyes one of the hanging plants. He grabs a chair and slides it over... stands up on the chair and pulls the dusty plant back. THERE'S A VIDEO CAMERA AIMED RIGHT AT HIM... its RED LIGHT BLINKING. The girls keep SCREAMING from the television. CONTINUED: (4) David's frozen... just stares back at the camera. Amy wants to scream, but has suddenly forgotten how. David stumbles back off the chair, his eyes still locked on the video camera.David doesn't answer. Amy glances back to the camera, then points to the tv.David walks across the room... reaches up and swings the other hanging plant. ANOTHER CAMERA IS SECURED TO THE WALL BEHIND IT.They exchange a glance, then turn back to the tv... one of the figures swings the knife toward one of the girls. Amy takes a step back, almost as if she's afraid the figure's going to come right out of the screen at them.Amy ejects the girls' video tape and slides in another. The screen is filled with the same room... THEIR ROOM. And it's empty... until the door swings open, and an OLD COUPLE charge through the door, slam it closed. The OLD WOMAN is CRYING. The OLD MAN looks around in a panic. They hold each other, and stare at the door. As they do, one of the same figures steps out of the bathroom door behind them. They don't see him. CONTINUED: (5)The figure eases up behind the couple.The figure raises a knife.As the attacker swings the knife down, the tv goes blank... THE ROOM FALLS INTO TOTAL DARKNESS... silence. The power's been turned off. David and Amy stand frozen in the darkness.David fumbles through the dark... reaches the light switch... it doesn't work. Amy twists the knob on the lamp... nothing. And then THE SOFT KNOCKING AT THE WALL RETURNS.David and Amy huddle together at the center of the room, staring through the darkness toward the knocking. A LOUDER KNOCK AT THE DOOR... the door handle shakes. David and Amy freeze... don't even breathe. David puts his finger over his lips... the room is silent. AND THEN THE POWER FLASHES BACK ON... the room lights up... the television flickers back on... the old couple SCREAMS ONSCREEN. David and Amy's eyes jump to the tv... shit. They look to the door... the SHAKING IS MORE VIOLENT. David and Amy take a few steps back away from the door, eyeing the door handle... the RUSTY CHAIN that latches the door locked. CONTINUED: (6) The SCREAMS KEEP COMING FROM THE TV. Amy suddenly remembers the video... spins around, looking for the figure to step out behind them. No one's there. Suddenly, the power goes out again, sending the room back into dark silence. David grabs the cactus lamp off the table, ready to swing it. They back against the wall... slide down to the floor. The THUMPING ON THE ADJOINING DOOR BEGINS AGAIN... the lights go dark, then burst back on, then off again... repeating like a strobe... flashes of screams erupt from the television couple each time it restarts. And then with each flash of light, a FIGURE BECOMES VISIBLE... standing frozen just inside the bathroom doorway. He doesn't move... just stands there, filling the doorway, only a few feet away from David and Amy. David and Amy don't see him... just stay huddled against the wall. The pounding grows louder... the shakes on the door handle harder... the flashes of light over the figure come faster. Then suddenly everything falls still. The lights turn on, the thumping stops, the door handle isn't moving, and the figure IS GONE FROM THE DOORWAY. David places the lamp back on the table, scrambles over to the tv and turns it off.Amy pulls out her cell phone... flips it on. NO SIGNAL... she forgot.Amy starts for the door. David grabs her arm.CONTINUED: (7)David turns... stares up at the camera... the red light blinking... watching them.David leans into the bathroom... sees a WINDOW in the back wall.

David hurries to the window... turns the handle... it doesn't budge. He pulls on the crank... it starts to turn, but then stops. David sees the NAILS HAMMERED INTO THE WINDOWSILL, holding it shut... it won't budge.David starts banging against the window to jar it free.CONTINUED:David makes another desperate turn with the window handle... no luck.David hurries out of the bathroom. Amy starts after him, then stops... because she's just noticed something resting on the sink. HER HALF-EATEN APPLE.

Amy walks out, carrying the apple. David's looking around, trying to come up with a plan.CONTINUED: They hold a long look. Amy's about to cry.David walks into the bathroom.

David enters... glances around the room. His eyes hold on the tub... its shower curtain extended, hiding whatever might be behind it. Amy walks in behind him. David grabs one of the dirty glasses from the sink, grips it like a baseball, then JERKS THE SHOWER CURTAIN OPEN. The shower rod pulls free from the wall and crashes down... and the tub's empty.

David walks out of the bathroom.Amy hits the lights... the room goes dark. Their shadows move about the room. David goes to the curtains.CONTINUED: David peers out through the farm animal curtains again. The moonlight shines over the empty gravel lot.David moves to the door... removes the chain... slowly opens the door and peers outside. He reaches his hand out to Amy. She takes it... probably the first time they've held each other in months. David and Amy slip out the door together.

David and Amy ease out the door... press their backs against the wall of the motel, to stay tucked in the shadows. David points across the road, toward a thick forest of trees.Amy nods... one last glance around, and they take off... sprint across the lot, hand in hand. They race across the road... down a grassy slope... charge toward the dark safety of the trees. But then A MAN, (KILLER ONE), a shadow with eyes, APPEARS FROM THE TREES.Amy slides to a stop, pulling David with her. They squint toward the man, as he moves up from the trees.David pulls Amy back toward the road. As they run, they see a SECOND SHADOWY MAN, (KILLER TWO), standing in the distance, blocking their escape. CONTINUED:They spin back the other direction, but Killer One is cutting them off... striding down the center of the road toward them.But the men just keep closing methodically in, tightening the angle around David and Amy. They have nowhere else to go but back toward the motel.David and Amy turn and sprint back across the road... charge toward their motel room. Amy throws a glance back toward the figures. The men move calmly after them... converging... following.As Amy runs, her CELL PHONE falls from her pocket and crashes to the gravel. Amy sees it, but knows she can't go back... they continue on... reach the door... David grabs the handle and pushes... the door doesn't move. The two figures close in. They're in no hurry. ANGLE ON KILLER ONE'S FOOT...

David keeps pushing against the door.David nearly shakes the handle off the door. Finally, it flies open.

David and Amy pour into the room. David slams the door shut behind them, turns the bolt and pulls the chain back across. David and Amy back away from the door, looking eerily similar to the old couple they watched on the video. O.S. FOOTSTEPS... heavy feet on gravel... growing louder... closer. David and Amy stare at the door, waiting... dreading. Then a SOFT CLICKING AT THE DOOR... like fingernails tapping at the wood. The CLICKING TURNS TO CLAWING... long, slow scratches down the door. Then the door THUMPS, like someone has just pressed their weight against it. David throws his body against the door, holding it secure. The THUMPING GROWS HARDER. David begins to jerk from the pounding.Amy races into the bathroom.

Amy doesn't turn on the light. Climbs onto the commode to reach the small window. She pulls on the handle with all her strength. The handle pops off its stem... falls to the floor. Amy jumps down to retrieve the handle... raises back up to slide it back on, AND THERE'S KILLER TWO AT THE WINDOW. Amy stumbles backward... falls into the wall. CONTINUED:Killer Two stares in at Amy. Amy spins out of the bathroom.

Amy hurries back in with David. He's still pressed against the door.The door keeps shaking from the beating it's taking outside.THE THUMPING AGAINST THE DOOR SUDDENLY STOPS. The world goes quiet. David doesn't dare step away, but he throws Amy a glance... Did it work? And then the room erupts with POUNDING... like clubs beating against the door and windows. Amy throws her hands over her ears... backs into the corner.The pounding continues, then dies away. The room goes silent again. Amy slides down the wall to the floor. David listens... doesn't hear anything. He peers out through the peephole. DAVID'S POV...

CONTINUED:David moves to the adjoining room door... pulls their door open and starts shoving against the next door.David rams his shoulder against the door. It doesn't budge. He hurries into the bathroom.

David rushes to the window... peers outside. A FIGURE FLASHES PAST... disappears into the cluster of trees behind.

David walks back to the front window... slides the curtains open just a crack. DAVID'S POV ON THE PARKING LOT...

Then our POV pans over to the old PAY PHONE standing across the lot against the motel wall. CONTINUED: DAVID...

David motions to the television.David throws Amy a look... she's not going to like it. CUT TO:

Amy stands at the window, nervously pulling at the handle, like she's trying to get it open. She scrapes her fingernails across the painted seams. Killer One darts past in the trees. Amy closes her eyes... trembles... tries to pretend no one's out there, as she continues working on the window... tries to keep their attention. CONTINUED:

The Honeymoon Suite door cracks open... David peers out... all clear. He slips out the door... ducks in the shadows, near the corner of the building. He scans the area... there's a cluster of OIL DRUMS about halfway between David and the phone. David takes off... sprints over the gravel, then ducks down at the center of the oil drums. He turns in a circle, checking out all sides. Still clear. He eyes the phone a moment, then notices a VIDEO CAMERA hanging from the corner of the building. Another camera is attached at the other end of the building, aimed at the parking lot. David stares back at them, then takes a breath and darts toward the phone booth.

David hurries inside... starts to pull the door closed, but that sends the CEILING LIGHT FLASHING ON. David shoves the door back open... the phone booth goes dark again. He grabs the receiver, stretching cobwebs out from the old phone. He shoves the dimes into the slot.

Amy continues chipping away at the sealed window. Suddenly, Killer One appears just outside... presses his face against the glass. Amy SCREAMS... stumbles back out of the bathroom.

David dials 911... glances around the empty lot. CONTINUED:A V.O. RINGING, then...David presses himself against the cracked phone booth glass to muffle his voice.And then David freezes... stares at the phone. CONTINUED: (2)Suddenly BRIGHT LIGHTS WASH OVER DAVID. He spins... to the headlights of his BMW blinding him. The car's racing off the road... blasting across the motel lot toward David.David drops the phone and dives out of the phone booth... just as the BMW SMASHES INTO THE PHONE BOOTH, shattering the glass, and sending it flying through the air. CUT TO:

You need to settle down. You'll never survive if you lose control, Mr. Fox.

Amy hears the crash... rushes to the window in time to see the BMW backing away from demolished phone booth... and David scrambling to his feet... sprinting back across the lot.

The BMW's tires spin in the gravel, as it reverses course... takes aim at David. David sprints across the lot.

Amy stands at the window, watching David race from the car.Amy rushes to the door. Swings it open.

David charges toward Amy... toward the open door... to his safety. The BMW SPEEDS UP... gains fast on David... its crushed, smoking front end steams down David's back. And David doesn't dare look back... just keeps heading for that door.The BMW lurches forward... is about to pull David under, when David reaches the door... dives inside. The BMW veers away, skidding across the lot, tossing gravel into the room at David and Amy.

Amy slams the door closed... locks it, and falls onto David, holding him... kissing him.David wraps his arms around her... holds her against him.A CAR HORN BLARES OUTSIDE, separating them. They go to the window... see the BMW sitting outside, its headlights flashing at them... taunting them.The BMW backs up... tears out of the lot and around the back of the motel office. CONTINUED: David checks his watch.David glances around the room.Amy digs through her purse. Shakes her head.David throws open some drawers... nothing but a BIBLE. He walks to the bathroom.

David checks the drawers... tugs at the shower head pipe... there's nothing. He stares at his reflection in the mirror, then SLAMS HIS FIST INTO THE MIRROR. The mirror shatters... jagged shards of glass rain down over the sink. David grabs a washcloth, and lifts a large, dagger-like piece of mirror. He grips it like a knife.

David walks out... waves his new weapon at Amy and shrugs.David joins Amy. They slide down the wall to the floor. Amy notices David's bleeding hand.CONTINUED:Amy snuggles closer against David. They sit together in the darkness... staring at the door.David glances up to the video camera, aimed toward them.We pull back away from David and Amy... back up toward the camera... farther... into the camera. David and Amy grow smaller... then darkness takes over for a moment... ...until we see David and Amy again... this time they're lit with a green glow, like we're watching them through nightvision goggles. And we pull back farther... realize the image is on a VIDEO MONITOR... we drift back even more... past the head of a MAN, watching the screen. The man presses a keyboard button... the image zooms in tight on Amy's frightened face. He reaches up... runs a finger along the screen... over her face. An O.S. DOOR OPENING. The man turns and for the first time, we see his face... it's Mason. And he looks very pleased. DISSOLVE TO:

And Amy sitting against the wall, her closed eyes fluttering... her head slowly drifting forward... falling asleep. Suddenly a WOMAN'S O.S. SCREAM snaps Amy's head back up. Her eyes fly open. She looks around in a sleepy panic... ...sees David at the television, watching one of the video tapes... the old couple being attacked by the figure.CONTINUED:Amy starts to move over beside David.David points to a TINY BLACK WINDOW hidden in the wall directly across from Amy.Amy glances up to the corner cameras. There are towels hanging over them.Amy looks back to the two-inch black window. She pulls her knees up against her chest.David fast forwards the tape... ...it jumps along to shots of an OLD COUPLE racing around the room in a panic... into the bathroom... back out... crouching down in the corner.CONTINUED: (2) DAVID (off Amy's nod) I'm sure it was one of these. It's not enough to just rob and kill people. They want to watch it too.David motions to the screen... to the figure continuing his attack on the old couple. Suddenly, the image starts skipping back, as David rewinds the tape... the couple walks backward... crouches down in the corner of the room. Then David presses the button... the image starts playing... ...V.O. BANGING ON THE DOOR. The couple jumps up, rushes to the door to hold it shut. As they do, the figure steps out of the bathroom.David freezes the image... points to it.CONTINUED: (3)David replays the tape again... the old couple moving about the room... sliding down into the corner... rushing to the door... the figure appearing.David moves to the bathroom.

David enters, closing the door behind him. He hangs a towel over the window, blocking any view from outside. He flips on the light... his eyes scan over the room, searching... until they settle on a MISSING TILE in the shower. ANOTHER CAMERA. David lifts the shower curtain back up, obstructing its view. Then he starts moving around, tugging on the commode, running his hands along the walls, looking for seams. He turns in a tight circle, studying the ceiling. CONTINUED: And then a SQUEAK from under David's feet. He looks down at the RUG he's standing on. He steps off... slides the rug away... and there's a TRAP DOOR IN THE FLOOR. David starts to tug it open, then...David hurries back out.

David rushes out of the bathroom... sees Amy still sitting on the floor, and pointing out the window.And now we hear the O.S. RUMBLE OF AN ENGINE. David and Amy rush to the window. Amy inches the curtains open. A BEER DELIVERY TRUCK pulls up outside the motel office.They watch the truck grind to a stop. Amy starts for the door.David and Amy watch the DRIVER climb down out of the truck.CONTINUED: Amy gives David a look... couldn't it? They stand at the window, watching the driver step down out of the truck... pop the cricks out of his neck.And then the Driver notices them standing in the window. They hold a look, until David raises his hand... just a bit... gives the driver the slightest wave. The driver glances around, a little confused, before returning it.Amy starts for the door again, but David grabs her.So Amy just starts waving both arms.

The driver stands by his truck, watching David and Amy flail wildly at their window. He can't hear anything over the RUMBLE OF HIS TRUCK'S ENGINE. He throws another glance around the empty, dark lot, then starts toward them.

David and Amy see the driver approaching.CONTINUED: David motions to the truck. The driver doesn't understand... keeps walking.David starts for the door, until...Amy's staring horrified out the window. David peers back out... to the driver halfway across the lot... ...to KILLER ONE AND KILLER TWO CLOSING IN ON HIM FROM THE SHADOWS BEHIND.David and Amy start swinging their arms... pounding the window... pointing and yelling for the driver to turn around.

The driver still can't hear anything but his engine... doesn't look back... just keeps walking toward David and Amy going crazy in the window.

David beats against the glass.But the driver doesn't even flinch... he can't hear him. David and Amy watch as Killer One and Killer Two near the driver... ten feet... five... the KNIVES GLISTENING IN THEIR HANDS.

The driver continues toward them... no more than twenty yards from their window. Then... CONTINUED:The truck driver turns... sees Mason trotting toward him, holding out a VIDEO TAPE.

David and Amy watch as the driver starts to Mason, and Killer One and Killer Two continue right past him... right toward David and Amy. The driver takes the tape from Mason... shoves Mason a WAD OF CASH in return. Then the driver turns... looks right at David and Amy... and SMILES. David and Amy stare back at him in shock... watch as Killer One and Killer Two continue approaching. Amy begins to cry... she knows it's over. David snaps the curtains closed, blocking the killers' view inside.David pulls Amy to the bathroom.

David shoves Amy toward the hole in the floor.Amy slides down into the hole. David follows her, then pulls the trap door back over the hole, sealing it.

A 6 x 6 dirt box. Nothing but the trap door in the ceiling and a small, sewer pipe-sized dirt tunnel leading out. David and Amy frantically feel over the walls, searching for another exit. There isn't one. Just that tunnel.O.S. FOOTSTEPS ABOVE THEM. David looks up to the sound, then back to that narrow tunnel.David takes Amy's hand... eases her toward the mouth of the tunnel. Amy shakes her head... holds firm.David squeezes into the tunnel... dirt falls over him, as he crawls deeper. Amy sticks just her upper body in the hole.

Dark, dank and claustrophobic... hand-dug through the earth. There's just enough room for them to slide on their stomach. David tries to look back to Amy, but it's so tight he can't even turn his head to her. This is what it feels like to be buried alive.Amy watches David's feet slide further into the darkness.MORE STOMPING ABOVE AMY. She flinches at the sound, and it's enough to send her squirming into the tunnel after David.

The dirt walls of the tunnel squeeze their bodies as they crawl... rocks and underground vines jut out of the earth. David drags himself along the seemingly endless black hole. Nothing but darkness ahead of them... at least that's all they can see. Amy's crying... kicking at whatever she can't see behind her. Her breathing is quick... uneven... small gasps.Amy takes hold of David's ankle, then squeezes her eyes shut and hangs on... willing her mind to another place, as she crawls behind David. They continue on... nothing but darkness in front and behind them. The tunnel squeezes even tighter... the walls have partially collapsed... just a sliver of space to drag themselves through. DIRT RAINS OVER THEM as they crawl... like the passage is only seconds from caving in.David pulls them along, squinting into the black... until his hand grabs a HANDFUL OF FLESH AND FUR... a LOUD SQUEAK. CONTINUED:David pulls his hand back... watches as a MOUSE scurries away... to a larger SHADOW... a MOVING SHADOW... DOZENS OF MICE fill the tunnel ahead.David continues toward the mound... all the SQUEAKING GROWS LOUDER.David's hand drops into the center of the pile. Mice scatter... crawl over his hands... up his arm. David reaches further... more mice squirm out from under his hands... slither out a METAL GRATE IN THE WALL, or scurry beneath him... to Amy. Amy feels the movement... the tiny feet running all over her skin. She GASPS to hold back that scream. The frightened mice race up the tunnel walls... drop back down onto David and Amy's backs... into their hair... over their faces. Amy's about to fill this tunnel with her cries.They keep crawling... sliding over the tiny bodies... until finally, the SQUEAKS FADE. All we can hear is David and Amy breathing... desperately trying to make it to wherever this tunnel leads. CONTINUED: (2) And then a SLIVER OF LIGHT appears ahead. David sees it... his movement quickens.They drag themselves toward it... finally reach another 6 x 6 dirt box. David rolls out of the tunnel. He pulls Amy out, and she slaps away any remaining rodents. They stare up to a thin, square-shaped crack of light above them.David shakes his head... no idea. He presses up against the square... inches it upward. CUT TO: DAVID'S POV...

David lowers the square... holds a finger over his mouth to Amy... not a sound.We hear an O.S. STRUGGLE... but it's distant... false. David pushes the square up again... peers through the crack... widening... and that's when we see who's screaming... it's one of the snuff films playing on a VIDEO MONITOR. A MAN is begging Killer One for his life.

David rises up from the hole, pulling Amy up behind him. They see the LARGE PICTURE WINDOW overlooking the parking lot, and duck down out of sight. They glance around the room... a wall of monitors, all displaying different angles of the Honeymoon Suite and motel grounds. Video cameras and equipment are piled all over the place. There are shelves of VHS TAPES lining the walls, each one hand-labeled... "Steve and Sharon S.", "Glen and Flo D.", "Brian and Alex P.". This is Mason's private collection. Another shelf is stacked full of dusty watches, jewelry, toy dolls, truck stop souvenirs, a collection of REARVIEW MIRROR CRUCIFIXES AND RABBITS FEET... DRIVERS LICENSES OF VARIOUS PEOPLE... all victims. This is a very creepy room... especially with the man's O.S. PLEAS washing over the scene. They ease to the door... glance out into the MOTEL OFFICE.David spins... starts digging through the mess.Amy joins in... pulls back a blanket, revealing a TELEPHONE.Amy grabs the phone... lifts the receiver... we hear the V.O. DIAL TONE. She dials "911". We hear the RING along with her.And then... CONTINUED:The O.S. JINGLE OF THE OFFICE DOOR OPENING freezes Amy.

Mason hurries across the room with Killer One right behind him.Mason strides into the back room. And we enter with him... expecting to see David and Amy sitting there waiting... ...but they're gone.

Mason moves to the wall of monitors... looks over all the angles.And then a MUFFLED VOICE...Mason turns... sees the receiver lying on the floor. He picks it up.Mason TEARS THE CORD OUT OF THE WALL. He sees the CORNER OF THE RUG still flipped over above the trap door. He nods to Killer One.CONTINUED: Killer One throws open the trap door. Mason goes to the picture window... sees Killer Two standing in the Honeymoon Suite doorway. Mason motions behind Killer Two, to the bathroom... the trap door. Then he points to the ground.CUT TO:

David and Amy are squirming... sliding... crawling through the darkness... desperately trying to get to the other end of that tunnel. CUT TO: KILLER TWO... CLIMBING INTO THE MOUTH FROM THE CEMENT BOX... SCRAMBLING INTO THE TUNNEL. CUT TO: KILLER ONE...

Amy keeps trying to glance behind them into the darkness... to what she knows is coming... but she can't turn... can't see. CUT TO: KILLER ONE...

It grows closer... clearer... he readies the blade... pulls it back as far as the tunnel will allow so he can drive it down into Amy... only a few feet away... slipping out of the darkness... Killer One swings... then stops his motion just in time...

They glance back... see the METAL GRATE PULLED DOWN FROM THE WALL. CUT TO: DAVID AND AMY...

A square of the plank floor lifts up. David and Amy climb up out of the hole... find themselves inside a SMALL SHED. It's filled with crates... shelves of tools... piles of old luggage. David closes the trap door.David pulls at a large crate. Amy pushes... until they've got it sitting on top of the trap door. David goes to the window.

The tool shed sits at the back of the parking lot. We see David's face appear in the dirty window.

David peers out the window.Amy slides to the floor.CONTINUED: Amy nods... fights back tears. David sees it. He slides down... wraps his arms around her... pulls her close to him, protecting her.And now Amy breaks down... sobs into David's chest.David pushes her back so he can look into her face.Amy manages a nod. David kisses her. An O.S. RUMBLE... TIRES OVER GRAVEL. David rises back up to the window... sees a HIGHWAY PATROL CAR pull into the lot.CONTINUED: (2) Amy joins David at the window. They watch as a COP steps out of the car.Amy starts for the door. David grabs her... she looks at him like he's crazy. He motions out the window... to the smiling Mason walking out of the office... shaking hands with the cop.David studies Mason and the cop talking.CUT TO:

Mason and the cop stand at the patrol car.The cop scans the area.The cop starts toward the motel rooms. Mason lags a step behind, throwing quick glances around the lot.CONTINUED:The cop veers straight for the Honeymoon Suite. Mason picks up his pace... gets his hand to the door before the cop... pulls the key from the wire on his belt and stretches it into the door. He jiggles that sticky handle.Mason starts away.Mason hesitates, then nods... tosses the key to the cop. Mason watches him move down to room 7... open the door. Mason spins toward the office.

David and Amy watch Mason trot into the office... watch the cop disappear into Room #7.

The cop moves around the room... glances around the bed.CONTINUED: No answer. He walks to the bathroom... flips on the light... the room's empty. He turns the light off... starts back for the door, then stops... looks to the adjoining room door... the door leading to the Honeymoon Suite. He flips the lock... pulls the door wide. And the Honeymoon Suite door is already open.He steps through the doorway.

The cop enters... scans over the room... the furniture tossed about... the shattered mirror pieces on the floor... the OPEN TRAP DOOR in the bathroom.

The cop walks into the bathroom... crouches beside the hole... leans in. And it's too dark down there to see anything, so we're just waiting for one of the killers to come springing out of the hole, knife flailing. But they don't. And the cop pulls his flashlight... aims the beam into the dirt hole. It's empty. He studies it a beat, then stands... walks back into the room.

The cop moves past the overturned lamp, then glances up... to the TOWELS HANGING IN THE CORNERS. He pulls one of the towels away, REVEALING THE CAMERA. He stares back into the lens, DRAWING HIS GUN as he turns. And there are the VIDEO TAPES SCATTERED ABOUT. CONTINUED: The cop goes to the television... turns it on and presses play on the VCR. TIGHT ON THE COP'S FACE...

David and Amy stare through the window... see the Honeymoon Suite door swing open... the cop step into the doorway, gun in hand. His nervous eyes dart around the empty lot.David stares at the cop... tries to read what the cop's thinking.And then a THUD, as someone POUNDS ON THE TRAP DOOR, lifting the crate into the air. It SLAMS back to the floor. David and Amy spin to it, then look back to the cop... ...hustling toward his car.David's frozen... unsure. ANOTHER THUD FROM THE TRAP DOOR.And David knows they don't have a choice. He grabs Amy's arm... throws open the door, and they charge out of the shed.

The cop hurries toward the patrol car.The cop turns... sees David and Amy sprinting toward him, waving their arms. CONTINUED:The cop raises his gun toward them, then sees the terror on their faces... their bodies covered in blood and dirt. And he's seen the tapes... he knows what's happened to them.David and Amy slide in the passenger side. The cop charges around to the other side.

The cop leaps inside... turns the key in the ignition... CLICK. He flips the key back... repeats... MORE CLICKS.The cop shakes his head, then notices something... ...the hood is raised JUST A FEW INCHES... like someone worked on the engine then silently closed the hood. His eyes jump to the POLICE RADIO... gone... just wires.The cop climbs out, his gun cocked and ready.But the cop is already out. Amy reaches over, pounding the door lock down. David and Amy's heads are snapping in all directions... looking for an attack. They watch through the windshield as the cop moves around the front of the car, scanning the area as he lifts the hood. CONTINUED: The cop disappears behind the raised hood. CUT TO:

David and Amy watching the cop reappear as the hood lowers. At that same moment, a SHAPE RISES UP FROM BEHIND THE COP... KILLER ONE. David and Amy CRY OUT. The cop has an instant beat of confusion, as he sees them SCREAM. But then he knows... raises the gun as he starts to spin...

Amy continues to SCREAM. David throws the door open, as we hear the STABBING THUDS and the cop'S PAINFUL GROANS. David grabs Amy... pulls her out of the car with him.

David and Amy scramble out... see the cop's legs lying in front of the patrol car... Killer One moving around the car toward them. They spin... see Mason standing at the center of the parking lot, twirling his gun.Now here comes Killer Two walking out of the tool shed. David and Amy search for a place to run... all they have are Mason and the killers closing in from all sides. So they take off back to the only place they have left... the Honeymoon Suite.

David and Amy rush inside... slam the door closed behind them.Suddenly the front door swings open, and Killer One's face jams through the crack. He reaches his hand up to snap the chain. David scoops up one of the shards of broken mirror from the floor raises it above his head to DRIVE IT INTO KILLER ONE'S HAND. CONTINUED: Killer One CRIES OUT... pulls back his hand. David slams the door closed again... bolts the lock. He points to the bed.David and Amy drag the bed... jam it against the door. David tips a dresser onto its side... shoves it across the floor and over the HOLE IN THE BATHROOM FLOOR, blocking it. He jams the shower rod over the dresser, wedging it against the sink to secure the dresser against the floor.David pulls open the adjoining room door... it's open into Room #7.David and Amy rush through the doorway.

They sprint across the room... pull open the next adjoining room door, revealing the door to Room #6. David pushes against it... locked. David slams his shoulder into the door... nothing.David looks around... spots the television. He grabs it, jerks the cords loose from the wall, then carries it across the room and THROWS IT THROUGH THE DOOR. The door splinters open.David and Amy race through the shattered door.

David and Amy charge into the room... race across it. David pulls open the next door, then KICKS THAT ADJOINING ROOM DOOR OPEN. They sprint into the next room.

David and Amy repeat it all again... blast their way into the adjoining room... keep running.

David bolts the front door and secures the chain across it. They grab a dresser... drag it over the floor and prop it against the adjoining room door, blocking it.David searches the room. He hurries into the bathroom.

David goes to the window... turns the handle. The window cranks open... pushes the rusty nail over, and swings open.Amy enters... climbs up onto the commode to slide out. But the window's too small... no way to fit.CONTINUED:David kicks up the bathroom rug, looking for another secret exit... nothing.

David and Amy hurry back into the room. David peeks out the edge of the window.Then David glances up... notices something. The ceiling is made of foam tiles. He grabs a chair... climbs up and pushes one of the tiles away.

David drops back down. CONTINUED:David tears a shred off of Amy's shirt.David goes into the bathroom.

David rushes to the window... jams the piece of material over a sliver of splintered wood. The cloth hangs there... blows in the breeze.

David hurries back to the chair, motions Amy up.Amy doesn't like this a bit, but she steps up onto the chair. CONTINUED:Amy nods... pulls herself upward. David takes her legs and shoves her up into the hole.

Amy looks down from the hole.Amy starts pulling the tile back over the hole.Amy nods... looks like she's about to cry.

David's face stares up through the sliver of space at Amy.David motions for Amy to pull the tile across. As she does, David disappears. CONTINUED:Amy peers down through the cracks between the tiles... she can see slivers of movement... David pushing the chair back across the room.

David shoves the chair back under the desk... hears O.S. RUSTLING from beyond the adjoining wall.David starts toward the door... stops and glances back to the ceiling.And then David pulls the chain... opens the front door... and comes FACE TO FACE WITH KILLER TWO. Before David can react, Killer Two draws his knife back... swings an uppercut with it. TIGHT ON DAVID'S FACE...

Killer Two shoves him back into the room... steps in after him. CUT TO:

Amy stares down through the crack... sees David standing just below her. CONTINUED: She wants to scream... instead throws a hand over her mouth to silence a cry.

Killer Two moves close to David... nose to nose... raises his knife again. CUT TO: AMY'S HORRIFIED FACE...

Through the cracks, Amy sees David crumble to his knees. Amy swallows a scream... watches with tear-filled eyes.

David GASPS... starts crawling out of the room. Killer Two watches the pathetic attempt at escape. David struggles every inch... drags himself toward the open door.

BACK TO SCENE CONTINUED: Mason lowers the camera... nods to the Killers in the doorway.Mason walks into the room.

Mason and the Killers scan the room... see the CLOTH FLAPPING IN THE WINDOW.Killer One and Killer Two rush out of the room.

Amy sees Mason standing just below her. She's trembling so much that she can barely support herself. Finally, Mason walks out. Amy eases back over the joists... leans against the wall, pulling her knees up tightly to her chest. Tears pour down her face... she's all alone.

The sky is just beginning to brighten. The motel grounds are empty and quiet.

The early morning sun slips through the attic slats. Amy crawls along the joists... peers through the ceiling tile cracks... no sign of anyone. Amy inches one of the tiles over... strains to get an angle on the room. CUT TO: AMY'S POV...

The ceiling tile inches to the side. Amy appears... climbs down... hangs from the ceiling, scanning the room before she drops to the floor. Amy lands as softly as she can... stays crouched on the floor, waiting for someone to come charging after her. But no one appears. Amy looks out the open front door... sees David's body still lying on the ground. Amy begins to convulse, as she fights the tears. She starts toward him. CUT TO: POV FROM DAVID'S BODY...

THE BATHROOM DOOR BEHIND AMY. Amy has no idea he's there. She keeps moving to David. And Killer Two keeps walking after her... PULLS THE KNIFE FROM HIS BELT. ANGLE ON AMY'S FACE...

She spins... sees Killer Two approaching.Amy takes off out the door.

Amy races past David's body. She sees the BMW sitting tucked around the corner of the building. Amy charges toward it... throws open the door and leaps inside.

Amy slams the door closed behind her... locks it. Reaches to the ignition, and THERE'S A HOMEMADE KEY... A JAGGED SLIVER OF METAL... JAMMED INTO IT. Amy turns the piece of metal... the engine TRIES TO CRANK......then ROARS TO LIFE. She throws it into gear... the car lurches forward. Amy spins the wheel... aims for the road... ...just as KILLER TWO'S FIST COMES SMASHING THROUGH HER WINDOW. Amy SCREAMS... tries to fight him off, but he's hanging on... CRAWLING IN THROUGH THE BROKEN WINDOW ONTO AMY. She steps on the gas... the BMW PICKS UP SPEED. As they struggle, the steering wheel is JERKED SIDEWAYS... the car takes a hard turn toward the MOTEL ROOMS. Killer Two's upper body is inside the window. He's clawing at Amy... choking her. And Amy's forgotten all about steering this car... she's just trying to escape...

Killer One has no time to react before the car PLOWS INTO THE DOORWAY... SLAMS INTO HIM. CUT TO:

Concrete, plaster and wood erupt, as the front end of the BMW crashes in, TEARING OUT THE FRONT WALL OF THE ROOM. And Killer One is pinned against the grill, as the BMW thrusts him backward.

The car slams into the back wall, vaulting KILLER TWO OUT THE WINDOW. He sails forward, disappearing in the cloud of dust and debris. The force throws Amy up into the windshield. The glass splinters around her. The jolt knocks the breath from her lungs. She rolls back down to the seat... tries to catch her breath... shake the dizziness away. Then she raises up... ...and there's KILLER ONE PEERING OVER THE FRONT END OF THE BMW AT HER. Amy starts to scream... but then sees his body's frozen... his face is lifeless. He's pinned between the car and the wall... crushed. Amy glances around for Killer Two... she can't see him. She turns the handmade key to restart the engine... it only CLICKS. She pounds her foot on the pedal... turns the key again... MORE CLICKS. Amy throws a nervous glance around, then opens her door... climbs out...

Amy scrambles back... trips among the debris. Killer Two keeps coming... slowly raising the knife. But then instead of swinging it down, the KNIFE SLIPS FROM HIS HAND... tumbles to the floor. And then we see why... the THICK SHARD OF WOOD jutting out of his stomach. Blood seeps out around it. He falls to his knees... makes one last grab for Amy, then collapses dead beside her.Amy looks down the open partition door... to Mason racing through the rooms toward her. Amy crawls over the wreckage... takes off out of the room.

Amy sprints across the gravel lot... reaches the PICKUP TRUCK. She looks inside... NO KEYS.

Mason runs into the room... sees the bodies of Killer One and Killer Two. Tears fill his eyes.He bends down over Killer Two.

Amy races inside, locking the door behind her... peers out through the window for some sign of Mason. He isn't out there. She hurries behind the counter... frantically searches the shelves for a gun... a weapon... keys... anything. ANGLE ON THE SECURITY MONITORS...

The television screen is filled with STATIC. Amy hurries through the mess... sinks to her knees beneath the large window... scans the area for Mason. He isn't there. She turns... shoves a dresser over onto the trap door, blocking it. She grabs the phone... starts to dial, then stops... taps the buttons... follows the cord along the floor... to the SHREDDED END OF THE CORD. She grabs it... tries to shove it back into the wall jack. As she fights with it, we pan up to the VIDEO MONITORS... and the image of Mason WALKING OUT OF THE MOTEL ROOM. CONTINUED: He strides out of frame... disappears... appears again in another monitor... closer... then vanishes again. We pan back to Amy, and she's too busy working on the phone to have seen him. But the cord is broken... useless. She throws another glance back out the window... nothing. And then the O.S. JINGLE OF THE OFFICE DOOR OPENING. Amy freezes... grabs a VIDEO CAMERA TRIPOD, moves to the doorway... peeks around the edge. The OFFICE DOOR IS CRACKED OPEN. The breeze sways it back and forth, RINGING THE BELL. Amy readies the tripod in her hand... eases through the doorway.

Amy moves toward the door. Her eyes dance around, just waiting for Mason to spring upon her. But Mason doesn't show... and Amy's getting closer to the door, until she sprints the final steps... slams the door shut, bolting it. She spins... hurries back around the counter... through the doorway.

Amy rushes back into the room... moves to the window to look outside. And that's when the RUSTY TRASH CAN COMES FLYING THROUGH THE WINDOW, shattering the glass and knocking Amy back to the floor. The tripod flies from her hand... slides away. Mason leaps through the broken window. Amy reaches for the tripod, but Mason kicks her, sending her sprawling. Amy crawls for the door, but Mason kicks it closed and grabs Amy by the hair... snaps her head back so she can get a good look at him.CONTINUED: Mason SLAMS HIS HEAD AGAINST AMY'S... BAM... knocks her back to the floor. She sits on the dirty shag carpet, dazed. CUT TO: AMY'S BLURRED POV...

Mason raises the video camera to his eye... the light on the front FLASHES RED. CUT TO: MASON'S POV THROUGH THE CAMERA...

The barrel of Mason's gun rises to the edge of the frame... aims right at Amy.A beat, as Amy gathers her thoughts, then...Amy doesn't answer. We see Mason's thumb COCK THE HAMMER OF THE GUN... CLICK.Amy finally nods. CONTINUED:Amy nods again.Amy doesn't answer.Amy shakes her head.Mason waves the gun again.Amy's still so dazed... finally reaches for her buttons... just nudges them... can't make her fingers work.But Amy can't. She's trying, but her fingers just won't cooperate.Our POV drops to the floor, as Mason lowers the camera. BACK TO SCENE Mason goes to Amy, reaches out to unbutton her shirt himself. And Amy's too out of it to even try to stop him. Mason gives her face a light smack.CONTINUED: (2) Amy's heavy arms just hang beside her, as Mason pops open the first button. And that's when we realize Amy isn't as dazed as Mason and the rest of us thought she was. Her hand moves quickly... grabs the tripod and SLAMS IT AGAINST MASON'S HEAD. Mason stumbles back to the couch. Amy leaps to her feet, charges to the door, throwing it open.

Hello, Amy. You've done a lotta bad things here tonight, haven't you?

Yes you have. But now you're gonna try and make up for all that, aren't you?

Trouble is, Amy, your clothes are all bloody. Don't you wanna look nice for everyone?

Amy runs through the doorway... starts around the counter, but that's as far as she gets before Mason springs from the back room, tackling Amy against the counter. Mason grabs Amy by the hair... slams her head onto the counter over and over, RINGING THE BELL AT THE JACK-A-LOPE'S FEET AGAIN AND AGAIN. He turns her around to press his gun against her head. As Amy spins, her hand finds the Jack-A-Lope... she swings it, DRIVING THE ANTLERS INTO MASON'S SHOULDER. Mason GASPS... loses his grip on the gun... it tumbles across the counter to the floor. Amy crawls over the counter... hits the floor and scrambles for the gun. Mason pulls the Jack-A-Lope out of his shoulder... charges around the counter and tackles Amy as she reaches the gun... it slides across the floor. They wrestle on the floor, trading blows... using lamps, chairs, books... anything they can get their hands on... each gaining, then losing control... almost getting their hand on the gun before the other knocks them away. ANGLE ON THE VIDEO MONITORS...

BACK TO SCENE And Mason is on top of Amy, his sweaty hands clamped around her throat... strangling the life out of her... all thoughts of torture and pleasure long gone. As Amy GASPS her final breaths, she reaches up... tears down Mason's cheek with her fingernails. CONTINUED: Mason CRIES OUT IN PAIN, and that gives Amy a moment to squirm free... to start crawling for the gun. Mason dives after her... grabs her ankle, jerking her back toward him. But Amy got her fingers on the gun... rolls onto her back... BOOM... BOOM... BOOM... BOOM. She empties the gun into Mason... knocking him back with each blast, until he hits the wall... slides down to the floor. He stares at Amy, the life blinking from his eyes. Amy stares back... exhausted... almost dead herself. ANGLE ON THE VIDEO MONITORS BEHIND THE COUNTER...

Amy stands up and walks out of frame. We hear the BELL ABOVE THE OFFICE DOOR JINGLE. And we hold on our various perspectives of the Mason... his body finally falling still.

Amy limps across the gravel parking lot toward David's fallen body. She reaches him... falls to her knees... begins crying. She slumps over... lays across David, holding him. ANGLE ON AMY'S ANKLE...

Amy SCREAMS... shoots up... and sees that it's DAVID'S HAND HOLDING HER LEG. His mouth opens... tries to speak... can't. But it doesn't matter, because HE'S ALIVE.She rolls him onto his back. David gurgles... coughs blood down over his lips. Amy doesn't care... she kisses him... runs her hands along his face.CONTINUED: Amy looks around in a panic... her eyes settle on Mason's PICKUP TRUCK.Amy jumps up... sprints toward the office.

Amy charges inside... runs to Mason's body and crouches over it. She pulls at him... tries to get to his pockets... and we're waiting for Mason to spring to life... to grab her with that hand of his that's flopped beside them. She runs her hands over his clothes... to his pants... his pockets... digging inside, then pulling out his TRUCK KEYS. And Mason never flinches.

Amy runs outside... jumps into the pickup truck. The engine starts. She steers it to David... skids to a stop beside him and leaps out. She starts to lift him. David MOANS IN PAIN.Amy grabs David's hands and pulls him to the truck. She eases him up into the cab, then climbs in.

Amy rattles the truck into gear, then pulls out. She reaches over and strokes David's head, as he lies slumped in the seat.

David's breathing is slow... fading. And then Amy sees something ahead of her... the FLASHING LIGHTS OF A SHERIFF'S PATROL CAR AND AMBULANCE racing toward them. Amy jerks the wheel of the truck, sliding to a stop in the middle of the road. She leaps out.

Amy frantically waves her arms at the oncoming vehicles. They slow to a stop. COPS and PARAMEDICS hurry toward her. Amy rushes back around the truck to David. She opens the door... strokes his face.Then we pull away... up into the sky... looking down on Amy and David, as the cops and paramedics reach them. DISSOLVE TO: THAT HAND-HELD POV WE BEGAN WITH...

We pan across the remains of the Prairie View... the bulldozer shut down, resting beside the empty, mass grave behind the motel... to a SIDE SHOT of a FEMALE REPORTER and CAMERAMAN completing a report.We glide off the Female Reporter... past the WRECKED BMW... over an EXHAUSTED BLOODHOUND sleeping... CONTINUED:...to the Prairie View Motel Office... the front window shattered.We hold on the RUSTY VACANCY SIGN hanging on the wall.FADE OUT.: